SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
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Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
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 " 240.14a-11(c) or " 240.14a-12
The Hartford Mutual Funds, Inc.
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(Name of Registrant as Specified in its Charter)
(specify)
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] $125 per Exchange Act Rules O-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[ ] Fee computed on table below per Exchange Act Rules 14a96(i)(4) and O-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
(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):
(4) Proposed maximum aggregate value of transaction :
(5) Total fee paid:
[ ] Fee paid previously by written preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
PRELIMINARY COPY
THE HARTFORD MUTUAL FUNDS, INC.,
ON BEHALF OF THE FOLLOWING SERIES,
THE HARTFORD ADVISERS FUND
THE HARTFORD CAPITAL APPRECIATION FUND
THE HARTFORD DISCIPLINED EQUITY FUND
THE HARTFORD DIVIDEND AND GROWTH FUND
THE HARTFORD EQUITY INCOME FUND
THE HARTFORD FOCUS FUND
THE HARTFORD GLOBAL COMMUNICATIONS FUND
THE HARTFORD GLOBAL FINANCIAL SERVICES FUND
THE HARTFORD GLOBAL HEALTH FUND
THE HARTFORD GLOBAL LEADERS FUND
THE HARTFORD GLOBAL TECHNOLOGY FUND
THE HARTFORD HIGH YIELD FUND
THE HARTFORD INCOME FUND
THE HARTFORD INFLATION PLUS FUND
THE HARTFORD INTERNATIONAL CAPITAL APPRECIATION FUND
THE HARTFORD INTERNATIONAL OPPORTUNITIES FUND
THE HARTFORD INTERNATIONAL SMALL COMPANY FUND
THE HARTFORD MIDCAP FUND
THE HARTFORD MIDCAP VALUE FUND
THE HARTFORD MONEY MARKET FUND
THE HARTFORD SHORT DURATION FUND
THE HARTFORD SMALL COMPANY FUND
THE HARTFORD STOCK FUND
THE HARTFORD TAX-FREE CALIFORNIA FUND
THE HARTFORD TAX-FREE NEW YORK FUND
THE HARTFORD TOTAL RETURN BOND FUND
THE HARTFORD VALUE FUND
THE HARTFORD MUTUAL FUNDS II, INC.,
ON BEHALF OF THE FOLLOWING SERIES,
THE HARTFORD GROWTH FUND
THE HARTFORD GROWTH OPPORTUNITIES FUND
THE HARTFORD SMALLCAP GROWTH FUND
THE HARTFORD TAX-FREE MINNESOTA FUND
THE HARTFORD TAX-FREE NATIONAL FUND
THE HARTFORD U.S. GOVERNMENT SECURITIES FUND
THE HARTFORD VALUE OPPORTUNITIES FUND
Dear Shareholders:
You are cordially invited to attend the Joint Special Meeting of Shareholders
(the "Meeting") of the Hartford Funds listed above (the "Funds"). The meeting
will take place on June 15, 2004 at 8:30 a.m. Eastern Time at the offices of
Hartford Investment Financial Services, LLC, 200 Hopmeadow Street, Simsbury,
Connecticut 06089.
At the Meeting, shareholders will be asked to vote on the matters listed in the
attached Notice of Joint Special Meeting of Shareholders. As explained in the
enclosed Proxy Statement, the purpose of the meeting
is (i) to elect members of the Boards of Directors of the Funds, (ii) to approve
a proposal to permit the Funds' investment adviser to select and contract with
sub-advisers without obtaining shareholder approval; (iii) for certain Funds to
approve proposals to adopt, eliminate or revise certain fundamental policies;
and (iv) to transact such other business as may properly come before the special
meeting, or any adjournment(s) or postponement(s) thereof.
We request that you complete the enclosed Proxy Card for the upcoming meeting.
Each Funds' Board of Directors has reviewed and approved these proposals and
recommends that you vote FOR each proposal. The attached Proxy Statement
provides more information on these proposals. Please read it carefully and
return your completed Proxy Card in the enclosed, addressed, postage-paid
envelope, or take advantage of the telephonic or Internet voting procedures
described in the Proxy Statement.
Very truly yours,
/s/ David M. Znamierowski
David M. Znamierowski
President
IMPORTANT INFORMATION
We encourage you to read the enclosed proxy statement. However, we thought it
would be helpful to provide brief answers to some questions.
Q. WHAT PROPOSALS ARE SHAREHOLDERS BEING ASKED TO CONSIDER AT THE UPCOMING
SPECIAL MEETING?
A. Shareholders are being asked to consider three separate matters. First,
shareholders are being asked to consider the election of directors of the Funds.
Second, shareholders are being asked to approve a proposal to permit the Funds'
investment adviser to select and contract with sub-advisers without obtaining
shareholder approval. Third, shareholders of certain Funds are being asked to
approve proposals to adopt, eliminate or revise certain fundamental policies.
Q. WHO ARE BEING NOMINATED TO SERVE AS DIRECTORS?
A. There are nine nominees, each of whom currently serves as a director of The
Hartford Mutual Funds, Inc. and eight of whom currently serve as directors of
The Hartford Mutual Funds II, Inc.
Q. WHY ARE SHAREHOLDERS BEING ASKED TO APPROVE A PROPOSAL TO PERMIT THE FUNDS'
INVESTMENT ADVISER TO SELECT AND CONTRACT WITH SUB-ADVISERS WITHOUT SHAREHOLDER
APPROVAL?
A. The Funds are structured so that each Fund has an investment adviser and an
investment sub-adviser. The investment adviser supervises the activities of the
investment sub-adviser which in turn performs the day to day investment
management of the Funds. Traditionally, in order to hire or terminate an
investment sub-adviser it was necessary to incur the expense of a shareholder
meeting. Recently, many Funds received permission from the Securities and
Exchange Commission to hire or terminate investment sub-advisers without a
shareholder vote. This permission is commonly referred to as a manager of
managers exemptive order. This permission is contingent on the fact that the
investment adviser retain oversight and responsibility for each Fund and that
the Funds receive shareholder approval to use the manager of managers order. In
addition, under the order a sub-advisor may only be hired or replaced after
approval by the directors of the appropriate Fund. Without the delay and cost
inherent in holding shareholder meetings each time there is a need to change an
investment sub-adviser, the Funds would benefit by being able to act more
quickly and with less expense when the need arises to replace or hire an
investment sub-adviser.
Q. WHY ARE WE PROPOSING TO CHANGE CERTAIN OF THE FUNDS' FUNDAMENTAL POLICIES?
A. As 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 task of ensuring compliance with them
difficult and expensive. We are proposing removing certain policies and bringing
those that remain in line, wherever possible, with other fundamental policies in
place, or expected to be in place, for other Hartford funds.
Q. DO WE EXPECT THE FUNDS' INVESTMENT APPROACHES TO CHANGE AS RESULT OF ANY OF
THESE PROPOSALS?
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. HAVE THE FUNDS' BOARDS OF DIRECTORS APPROVED THESE PROPOSALS?
A. Yes. Your Fund's 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 Funds or a firm
authorized by the Funds may be contacting you to urge you to vote on these
important matters.
PRELIMINARY COPY
THE HARTFORD MUTUAL FUNDS, INC.,
ON BEHALF OF THE FOLLOWING SERIES,
THE HARTFORD ADVISERS FUND
THE HARTFORD CAPITAL APPRECIATION FUND
THE HARTFORD DISCIPLINED EQUITY FUND
THE HARTFORD DIVIDEND AND GROWTH FUND
THE HARTFORD EQUITY INCOME FUND
THE HARTFORD FOCUS FUND
THE HARTFORD GLOBAL COMMUNICATIONS FUND
THE HARTFORD GLOBAL FINANCIAL SERVICES FUND
THE HARTFORD GLOBAL HEALTH FUND
THE HARTFORD GLOBAL LEADERS FUND
THE HARTFORD GLOBAL TECHNOLOGY FUND
THE HARTFORD HIGH YIELD FUND
THE HARTFORD INCOME FUND
THE HARTFORD INFLATION PLUS FUND
THE HARTFORD INTERNATIONAL CAPITAL APPRECIATION FUND
THE HARTFORD INTERNATIONAL OPPORTUNITIES FUND
THE HARTFORD INTERNATIONAL SMALL COMPANY FUND
THE HARTFORD MIDCAP FUND
THE HARTFORD MIDCAP VALUE FUND
THE HARTFORD MONEY MARKET FUND
THE HARTFORD SHORT DURATION FUND
THE HARTFORD SMALL COMPANY FUND
THE HARTFORD STOCK FUND
THE HARTFORD TAX-FREE CALIFORNIA FUND
THE HARTFORD TAX-FREE NEW YORK FUND
THE HARTFORD TOTAL RETURN BOND FUND
THE HARTFORD VALUE FUND
THE HARTFORD MUTUAL FUNDS II, INC.,
ON BEHALF OF THE FOLLOWING SERIES,
THE HARTFORD GROWTH FUND
THE HARTFORD GROWTH OPPORTUNITIES FUND
THE HARTFORD SMALLCAP GROWTH FUND
THE HARTFORD TAX-FREE MINNESOTA FUND
THE HARTFORD TAX-FREE NATIONAL FUND
THE HARTFORD U.S. GOVERNMENT SECURITIES FUND
THE HARTFORD VALUE OPPORTUNITIES FUND
NOTICE OF JOINT SPECIAL MEETING OF SHAREHOLDERS
A Joint Special Meeting of Shareholders (the "Meeting") of each series of
The Hartford Mutual Funds, Inc. and The Hartford Mutual Funds II, Inc. (each, a
"Company," and together, the "Companies") listed above (each such series, a
"Fund," and together, the "Funds") will take place on June 15, 2004 at 8:30 a.m.
Eastern Time at the offices of Hartford Investment Financial Services, LLC, 200
Hopmeadow Street, Simsbury, Connecticut 06089 for the following purposes:
1. For each Fund, to elect a Board of Directors.
2. For each Fund, to approve a proposal to permit the Companies'
investment adviser to select and contract with sub-advisers without
obtaining shareholder approval.
3. For The Hartford Global Health Fund, The Hartford Global Technology
Fund, The Hartford Capital Appreciation Fund, The Hartford Stock Fund
and The Hartford Disciplined Equity Fund, each a separate series of
The Hartford Mutual Funds, Inc., and The Hartford SmallCap Growth
Fund, a separate series of The Hartford Mutual Funds II, Inc., to
approve proposals to adopt, eliminate or revise certain fundamental
policies.
4. To transact such other business as may properly come before the
meeting.
The Boards of Directors of each of the Companies unanimously recommends
approval of each item listed in this notice, as applicable. Shareholders of
record on March 31, 2004 are entitled to notice of and to vote at the meeting.
YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE
MEETING, PLEASE FILL IN, SIGN, DATE, AND MAIL THE ENCLOSED PROXY CARD AS
PROMPTLY AS POSSIBLE, OR TAKE ADVANTAGE OF THE TELEPHONIC OR INTERNET VOTING
PROCEDURES DESCRIBED IN THE PROXY STATEMENT, IN ORDER TO SAVE THE COMPANIES ANY
FURTHER SOLICITATION EXPENSE. An addressed envelope for which no postage is
required is enclosed.
By order of the Boards of Directors,
/s/ Kevin J. Carr
Kevin J. Carr
Vice President and Secretary
Dated: April 15, 2004
PRELIMINARY COPY
THE HARTFORD MUTUAL FUNDS, INC.,
ON BEHALF OF THE FOLLOWING SERIES,
THE HARTFORD ADVISERS FUND
THE HARTFORD CAPITAL APPRECIATION FUND
THE HARTFORD DISCIPLINED EQUITY FUND
THE HARTFORD DIVIDEND AND GROWTH FUND
THE HARTFORD EQUITY INCOME FUND
THE HARTFORD FOCUS FUND
THE HARTFORD GLOBAL COMMUNICATIONS FUND
THE HARTFORD GLOBAL FINANCIAL SERVICES FUND
THE HARTFORD GLOBAL HEALTH FUND
THE HARTFORD GLOBAL LEADERS FUND
THE HARTFORD GLOBAL TECHNOLOGY FUND
THE HARTFORD HIGH YIELD FUND
THE HARTFORD INCOME FUND
THE HARTFORD INFLATION PLUS FUND
THE HARTFORD INTERNATIONAL CAPITAL APPRECIATION FUND
THE HARTFORD INTERNATIONAL OPPORTUNITIES FUND
THE HARTFORD INTERNATIONAL SMALL COMPANY FUND
THE HARTFORD MIDCAP FUND
THE HARTFORD MIDCAP VALUE FUND
THE HARTFORD MONEY MARKET FUND
THE HARTFORD SHORT DURATION FUND
THE HARTFORD SMALL COMPANY FUND
THE HARTFORD STOCK FUND
THE HARTFORD TAX-FREE CALIFORNIA FUND
THE HARTFORD TAX-FREE NEW YORK FUND
THE HARTFORD TOTAL RETURN BOND FUND
THE HARTFORD VALUE FUND
500 BIELENBERG DRIVE
WOODBURY, MINNESOTA 55125-1400
[1-888-843-7824]
THE HARTFORD MUTUAL FUNDS II, INC.,
ON BEHALF OF THE FOLLOWING SERIES,
THE HARTFORD GROWTH FUND
THE HARTFORD GROWTH OPPORTUNITIES FUND
THE HARTFORD SMALLCAP GROWTH FUND
THE HARTFORD TAX-FREE MINNESOTA FUND
THE HARTFORD TAX-FREE NATIONAL FUND
THE HARTFORD U.S. GOVERNMENT SECURITIES FUND
THE HARTFORD VALUE OPPORTUNITIES FUND
500 BIELENBERG DRIVE
WOODBURY, MINNESOTA 55125-1400
[1-888-843-7824]
PROXY STATEMENT
APRIL 15, 2004
The enclosed proxy card is solicited by the Boards of Directors of The
Hartford Mutual Funds, Inc. and The Hartford Mutual Funds II, Inc. (each, a
"Company," and together, the "Companies") in connection with the joint special
meeting of shareholders of each of the series of the Companies listed above
(each, a "Fund," and together, the "Funds") to be held June 15, 2004 at 8:30
a.m. Eastern Time at the offices of Hartford Investment Financial Services, LLC,
200 Hopmeadow Street, Simsbury, Connecticut 06089 and at any adjournment(s)
thereof.
The costs of solicitation, including the cost of preparing and mailing the
Notice of Joint Special Shareholders' Meeting and this Proxy Statement, will be
paid by the Funds, and such mailing will take place on approximately April 15,
2004. Representatives of the Funds or a firm authorized by the Funds may solicit
proxies and voting instructions by means of mail, telephone, or personal calls.
The Companies have also engaged D.F. King & Co., Inc. ("D.F. King") to solicit
proxies from institutional holders and individual shareholders for an
approximate fee, including out-of-pocket expenses, of up to $[ ]. Hartford
Investment Financial Services, LLC ("HIFSCO"), the investment adviser,
administrator and principal underwriter for the Companies, is principally
located at 200 Hopmeadow Street, Simsbury, Connecticut 06089.
Shareholders may revoke authority to vote their shares by giving written
notice of revocation to the Secretary of their respective Company. Unless
revoked, properly executed proxy cards that have been returned by shareholders
without instructions will be voted "for" each proposal. In instances where
choices are specified by the shareholders in the proxy card, those shareholders'
votes will be voted or the votes will be withheld in accordance with the
shareholders' choices. With regard to the election of directors, votes may be
cast in favor or withheld. Abstentions may be specified for Proposals II and III
(approval of selecting and contracting with sub-advisers without shareholder
approval and changes to fundamental investment policies). Abstentions, votes
withheld with respect to the election of directors and broker non-votes (proxy
cards received by a Company from brokers or nominees when the broker or nominee
has neither received instructions from the beneficial owner or other persons
entitled to vote nor has discretion to vote on a particular matter) will be
counted as present for purposes of determining whether a quorum of shares is
present at the meeting, and will have the same effect as a vote "against" such
item. So far as the Boards of Directors are aware, no matters other than those
described in this Proxy Statement will be acted upon at the meeting. Should any
other matters properly come before the meeting calling for a vote of
shareholders, it is the intention of the persons named as proxies to vote upon
such matters according to their best judgment.
In addition to completing and returning the enclosed proxy card,
shareholders are also able to vote by touchtone telephone or by Internet by
following the instructions included with the proxy card accompanying this Proxy
Statement. To vote by Internet or by telephone, shareholders can access the
website or call the toll-free number listed on the proxy or voting instruction
card. To vote by Internet or by telephone, shareholders will need the "control
number" that appears on the proxy or voting instruction card. After inputting
this number, shareholders will be prompted to provide their voting instructions
on the proposals. Shareholders will have an opportunity to review their voting
instructions and make any necessary changes before submitting their voting
instructions and terminating their telephone call or Internet link.
In certain instances, D.F. King may call shareholders to ask if they would
be willing to have their votes recorded by telephone. The telephone voting
procedure is designed to authenticate shareholders' identities, to confirm that
shareholders received the Notice of Joint Special Shareholders' Meeting and
Proxy Statement, to allow shareholders to authorize the voting of their shares
in accordance with their instructions and to confirm that their instructions
have been recorded properly. No recommendation will be made as to how a
shareholder should vote on the proposals other than to refer to the
recommendation of the Boards as stated in the Proxy Statement. Shareholders
voting by telephone in this manner will be asked for
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the last four digits of their social security number or other identifying
information and will be given an opportunity to authorize proxies to vote their
shares in accordance with their instructions. To ensure that the shareholders'
instructions have been recorded correctly they will receive a confirmation of
their instructions in the mail. A special toll-free number set forth in the
confirmation will be available in case the information contained in the
confirmation is incorrect. Although a shareholder's vote may be taken by
telephone, each shareholder will receive a copy of this Proxy Statement and may
vote by mail using the enclosed proxy card or by touchtone telephone or the
Internet as set forth above. The last proxy vote received in time to be voted,
whether by proxy card, touchtone telephone or Internet, will be the vote that is
counted and will revoke all previous votes by the shareholder.
Only those shareholders owning shares as of the close of business on March
31, 2004 (the "Record Date") may vote at the meeting or any adjournments of the
meeting. Appendix A lists the issued and outstanding shares of each Fund as of
that date. Each shareholder is entitled to one vote for each share held.
The presence, either in person or by proxy, of shareholders owning a
majority of shares of a Company entitled to vote at the meeting shall constitute
a quorum with respect to that Company. As to any matter to be considered
separately by a Fund, the presence, either in person or by proxy, of
shareholders owning a majority of shares of that Fund entitled to vote at the
meeting shall constitute a quorum with respect to that matter. If a quorum is
not present at the meeting, or if a quorum is present but sufficient votes to
approve any of the proposals are not received, the persons named as proxies may
propose one or more adjournments of the meeting to permit further solicitation
of votes. In determining whether to adjourn the meeting, the following factors
may be considered: the nature of the proposals that are the subject of the
meeting, the percentage of votes actually cast, the percentage of negative votes
actually cast, the nature of any further solicitation, and the information to be
provided to shareholders with respect to the reasons for the solicitation. Any
adjournment will require the affirmative vote of a majority of those shares
represented at the meeting in person or by proxy.
A copy of each Company's most recent annual report is available upon
request. If you would like to receive a copy, please contact the Company in
question at 500 Bielenberg Drive, Woodbury, Minnesota 55125-1400 or call
1-888-843-7824, and a copy will be sent, without charge, by first class mail
within three business days of your request.
SUMMARY OF PROPOSALS AND FUNDS AFFECTED
The following tables identify the various proposals set forth in this Proxy
Statement and indicates which Funds are affected thereby. An "X" denotes that a
Fund is affected by the proposal and that the Fund's shareholders are solicited
with respect to that proposal.
THE
THE THE HARTFORD THE THE
THE HARTFORD HARTFORD DIVIDEND HARTFORD THE HARTFORD
HARTFORD CAPITAL DISCIPLINED AND EQUITY HARTFORD GLOBAL
ADVISORS APPRECIATION EQUITY GROWTH INCOME FOCUS COMMUNICA-
PROPOSAL: FUND FUND FUND FUND FUND FUND TIONS FUND
- ------------------- --------- ------------ ----------- -------- -------- -------- ----------
I. TO ELECT A BOARD X X X X X X X
OF DIRECTORS
II. TO PERMIT THE X X X X X X X
FUND'S INVESTMENT
ADVISER TO SELECT
AND CONTRACT WITH
SUB-ADVISERS
WITHOUT OBTAINING
SHAREHOLDER
APPROVAL
3
THE
THE THE HARTFORD THE THE
THE HARTFORD HARTFORD DIVIDEND HARTFORD THE HARTFORD
HARTFORD CAPITAL DISCIPLINED AND EQUITY HARTFORD GLOBAL
ADVISORS APPRECIATION EQUITY GROWTH INCOME FOCUS COMMUNICA-
PROPOSAL: FUND FUND FUND FUND FUND FUND TIONS FUND
- ------------------- --------- ------------ ----------- -------- -------- -------- ----------
III.A (i) TO REVISE X X
THE FUNDAMENTAL
POLICY REGARDING
THE ISSUING OF
SENIOR SECURITIES
III.A(ii) TO REVISE X X
THE FUNDAMENTAL
POLICY REGARDING
THE BORROWING OF
MONEY
III.A(iii) TO REVISE
THE FUNDAMENTAL
POLICIES REGARDING
THE BORROWING OF
MONEY, ISSUING OF
SENIOR SECURITIES
AND PURCHASING
SECURITIES ON
MARGIN
III.B TO ELIMINATE
THE FUNDAMENTAL
POLICY REGARDING
THE PLEDGING,
MORTGAGING OR
HYPOTHECATING OF
ASSETS
III.C TO REVISE THE X X
FUNDAMENTAL
POLICY REGARDING
UNDERWRITING
SECURITIES
III.D TO REVISE THE X X
FUNDAMENTAL
POLICY REGARDING
INVESTMENTS IN
REAL ESTATE AND
INTERESTS THEREIN
III.E TO REVISE THE X X
FUNDAMENTAL
POLICY REGARDING
PURCHASES AND
SALES OF
COMMODITIES AND
COMMODITIES
CONTRACTS
III.F TO REVISE THE X X
FUNDAMENTAL
POLICY REGARDING
THE DIVERSIFICATION
OF INVESTMENTS
4
THE
THE THE HARTFORD THE THE
THE HARTFORD HARTFORD DIVIDEND HARTFORD THE HARTFORD
HARTFORD CAPITAL DISCIPLINED AND EQUITY HARTFORD GLOBAL
ADVISORS APPRECIATION EQUITY GROWTH INCOME FOCUS COMMUNICA-
PROPOSAL: FUND FUND FUND FUND FUND FUND TIONS FUND
- ------------------- --------- ------------ ----------- -------- -------- -------- ----------
III.G TO REVISE X X
THE FUNDAMENTAL
POLICY REGARDING
INVESTMENT
CONCENTRATIONS
WITHIN A PARTICULAR
INDUSTRY
III.H(i) TO
ELIMINATE THE
FUNDAMENTAL
POLICY REGARDING
PURCHASES FROM
AND SALES TO
OFFICERS, DIRECTORS
AND EMPLOYEES
III.H(ii) TO
ELIMINATE THE
FUNDAMENTAL
POLICY REGARDING
SECURITIES TRADING
ACCOUNTS
III.I TO REVISE THE X X
FUNDAMENTAL
POLICY REGARDING
THE MAKING OF
LOANS
III.J TO ELIMINATE
THE FUNDAMENTAL
POLICY REGARDING
SHORT SALES
III.K TO REVISE
THE FUNDAMENTAL
POLICIES REGARDING
INVESTMENTS WITHIN
CERTAIN INDUSTRIES
THE
HARTFORD THE THE THE
GLOBAL HARTFORD HARTFORD HARTFORD THE THE THE
FINANCIAL GLOBAL GLOBAL GLOBAL HARTFORD HARTFORD HARTFORD
SERVICES HEALTH LEADERS TECHNOLOGY HIGH YIELD INCOME INFLATION
PROPOSAL: FUND FUND FUND FUND FUND FUND PLUS FUND
- ------------------- --------- -------- -------- ---------- ---------- -------- ---------
I. TO ELECT A BOARD X X X X X X X
OF DIRECTORS
II. TO PERMIT THE X X X X X X X
FUND'S INVESTMENT
ADVISER TO SELECT
AND CONTRACT WITH
SUB-ADVISERS
WITHOUT OBTAINING
SHAREHOLDER
APPROVAL
5
THE
HARTFORD THE THE THE
GLOBAL HARTFORD HARTFORD HARTFORD THE THE THE
FINANCIAL GLOBAL GLOBAL GLOBAL HARTFORD HARTFORD HARTFORD
SERVICES HEALTH LEADERS TECHNOLOGY HIGH YIELD INCOME INFLATION
PROPOSAL: FUND FUND FUND FUND FUND FUND PLUS FUND
- -------------------- --------- -------- -------- ---------- ---------- -------- ---------
III.A (i) TO REVISE X X
THE FUNDAMENTAL
POLICY REGARDING
THE ISSUING OF
SENIOR SECURITIES
III.A(ii) TO REVISE X X
THE FUNDAMENTAL
POLICY REGARDING
THE BORROWING OF
MONEY
III.A(iii) TO REVISE
THE FUNDAMENTAL
POLICIES REGARDING
THE BORROWING OF
MONEY, ISSUING OF
SENIOR SECURITIES
AND PURCHASING
SECURITIES ON
MARGIN
III.B TO ELIMINATE
THE FUNDAMENTAL
POLICY REGARDING
THE PLEDGING,
MORTGAGING OR
HYPOTHECATING OF
ASSETS
III.C TO REVISE THE X X
FUNDAMENTAL
POLICY REGARDING
UNDERWRITING
SECURITIES
III.D TO REVISE THE X X
FUNDAMENTAL
POLICY REGARDING
INVESTMENTS IN
REAL ESTATE AND
INTERESTS THEREIN
III.E TO REVISE THE X X
FUNDAMENTAL
POLICY REGARDING
PURCHASES AND
SALES OF
COMMODITIES AND
COMMODITIES
CONTRACTS
III.F TO REVISE THE
FUNDAMENTAL
POLICY REGARDING
THE DIVERSIFICATION
OF INVESTMENTS
6
THE
HARTFORD THE THE THE
GLOBAL HARTFORD HARTFORD HARTFORD THE THE THE
FINANCIAL GLOBAL GLOBAL GLOBAL HARTFORD HARTFORD HARTFORD
SERVICES HEALTH LEADERS TECHNOLOGY HIGH YIELD INCOME INFLATION
PROPOSAL: FUND FUND FUND FUND FUND FUND PLUS FUND
- ------------------- --------- -------- -------- ---------- ---------- -------- ---------
III.G TO REVISE THE
FUNDAMENTAL
POLICY REGARDING
INVESTMENT
CONCENTRATIONS
WITHIN A PARTICULAR
INDUSTRY
III.H(i) TO
ELIMINATE THE
FUNDAMENTAL
POLICY REGARDING
PURCHASES FROM
AND SALES TO
OFFICERS, DIRECTORS
AND EMPLOYEES
III.H(ii) TO
ELIMINATE THE
FUNDAMENTAL
POLICY REGARDING
SECURITIES TRADING
ACCOUNTS
III.I TO REVISE THE X X
FUNDAMENTAL
POLICY REGARDING
THE MAKING OF
LOANS
III.J TO ELIMINATE
THE FUNDAMENTAL
POLICY REGARDING
SHORT SALES
III.K TO REVISE THE X X
FUNDAMENTAL
POLICIES REGARDING
INVESTMENTS WITHIN
CERTAIN INDUSTRIES
THE THE
HARTFORD THE HARTFORD THE THE THE
INTERNATIONAL HARTFORD INTERNATIONAL THE HARTFORD HARTFORD HARTFORD
CAPITAL INTERNATIONAL SMALL HARTFORD MIDCAP MONEY SHORT
APPRECIATION OPPORTUN- COMPANY MIDCAP VALUE MARKET DURATION
PROPOSAL: FUND ITIES FUND FUND FUND FUND FUND FUND
- ------------------- ------------- ------------- ------------- -------- -------- -------- --------
I. TO ELECT A X X X X X X X
BOARD OF DIRECTORS
II. TO PERMIT THE X X X X X X X
FUND'S INVESTMENT
ADVISER TO SELECT
AND CONTRACT WITH
SUB-ADVISERS
WITHOUT OBTAINING
SHAREHOLDER
APPROVAL
7
THE THE
HARTFORD THE HARTFORD THE THE THE
INTERNATIONAL HARTFORD INTERNATIONAL THE HARTFORD HARTFORD HARTFORD
CAPITAL INTERNATIONAL SMALL HARTFORD MIDCAP MONEY SHORT
APPRECIATION OPPORTUN- COMPANY MIDCAP VALUE MARKET DURATION
PROPOSAL: FUND ITIES FUND FUND FUND FUND FUND FUND
- ------------------- ------------- ------------- ------------- -------- -------- -------- --------
III.A (i) TO REVISE
THE FUNDAMENTAL
POLICY REGARDING
THE ISSUING OF
SENIOR SECURITIES
III.A(ii) TO REVISE
THE FUNDAMENTAL
POLICY REGARDING
THE BORROWING OF
MONEY
III.A(iii) TO
REVISE THE
FUNDAMENTAL
POLICIES REGARDING
THE BORROWING OF
MONEY, ISSUING OF
SENIOR SECURITIES
AND PURCHASING
SECURITIES ON
MARGIN
III.B TO ELIMINATE
THE FUNDAMENTAL
POLICY REGARDING
THE PLEDGING,
MORTGAGING OR
HYPOTHECATING OF
ASSETS
III.C TO REVISE
THE FUNDAMENTAL
POLICY REGARDING
UNDERWRITING
SECURITIES
III.D TO REVISE
THE FUNDAMENTAL
POLICY REGARDING
INVESTMENTS IN
REAL ESTATE AND
INTERESTS THEREIN
III.E TO REVISE
THE FUNDAMENTAL
POLICY REGARDING
PURCHASES AND
SALES OF
COMMODITIES AND
COMMODITIES
CONTRACTS
III.F TO REVISE
THE FUNDAMENTAL
POLICY REGARDING
8
THE THE
HARTFORD THE HARTFORD THE THE THE
INTERNATIONAL HARTFORD INTERNATIONAL THE HARTFORD HARTFORD HARTFORD
CAPITAL INTERNATIONAL SMALL HARTFORD MIDCAP MONEY SHORT
APPRECIATION OPPORTUN- COMPANY MIDCAP VALUE MARKET DURATION
PROPOSAL: FUND ITIES FUND FUND FUND FUND FUND FUND
- ------------------- ------------- ------------- ------------- -------- -------- -------- --------
THE DIVERSIFICATION
OF INVESTMENTS
III.G TO REVISE
THE FUNDAMENTAL
POLICY REGARDING
INVESTMENT
CONCENTRATIONS
WITHIN A
PARTICULAR
INDUSTRY
III.H(i) TO
ELIMINATE THE
FUNDAMENTAL
POLICY REGARDING
PURCHASES FROM
AND SALES TO
OFFICERS, DIRECTORS
AND EMPLOYEES
III.H(ii) TO
ELIMINATE THE
FUNDAMENTAL
POLICY REGARDING
SECURITIES TRADING
ACCOUNTS
III.I TO REVISE THE
FUNDAMENTAL
POLICY REGARDING
THE MAKING OF
LOANS
III.J TO ELIMINATE
THE FUNDAMENTAL
POLICY REGARDING
SHORT SALES
III.K TO REVISE
THE FUNDAMENTAL
POLICIES REGARDING
INVESTMENTS
WITHIN CERTAIN
INDUSTRIES
THE THE THE THE
HARTFORD HARTFORD HARTFORD HARTFORD THE
SMALL THE TAX-FREE TAX-FREE TOTAL THE HARTFORD
COMPANY HARTFORD CALIFORNIA NEW YORK RETURN HARTFORD GROWTH
PROPOSAL: FUND STOCK FUND FUND FUND BOND FUND VALUE FUND FUND
- ------------------- -------- ---------- ---------- -------- --------- ---------- --------
I. TO ELECT A BOARD X X X X X X X
OF DIRECTORS
II. TO PERMIT THE X X X X X X X
FUND'S INVESTMENT
ADVISER TO SELECT
AND CONTRACT WITH
SUB-ADVISERS
WITHOUT OBTAINING
9
THE THE THE THE
HARTFORD HARTFORD HARTFORD HARTFORD THE
SMALL THE TAX-FREE TAX-FREE TOTAL THE HARTFORD
COMPANY HARTFORD CALIFORNIA NEW YORK RETURN HARTFORD GROWTH
PROPOSAL: FUND STOCK FUND FUND FUND BOND FUND VALUE FUND FUND
- -------------------- -------- ---------- ---------- -------- --------- ---------- --------
SHAREHOLDER
APPROVAL
III.A (i) TO REVISE X
THE FUNDAMENTAL
POLICY REGARDING
THE ISSUING OF
SENIOR SECURITIES
III.A(ii) TO REVISE X
THE FUNDAMENTAL
POLICY REGARDING
THE BORROWING OF
MONEY
III.A(iii) TO REVISE
THE FUNDAMENTAL
POLICIES REGARDING
THE BORROWING OF
MONEY, ISSUING OF
SENIOR SECURITIES
AND PURCHASING
SECURITIES ON MARGIN
III.B TO ELIMINATE
THE FUNDAMENTAL
POLICY REGARDING
THE PLEDGING,
MORTGAGING OR
HYPOTHECATING OF
ASSETS
III.C TO REVISE THE X
FUNDAMENTAL
POLICY REGARDING
UNDERWRITING
SECURITIES
III.D TO REVISE THE X
FUNDAMENTAL
POLICY REGARDING
INVESTMENTS IN
REAL ESTATE AND
INTERESTS THEREIN
III.E TO REVISE THE X
FUNDAMENTAL
POLICY REGARDING
PURCHASES AND
SALES OF
COMMODITIES AND
COMMODITIES
CONTRACTS
10
]
THE THE THE THE
HARTFORD HARTFORD HARTFORD HARTFORD THE
SMALL THE TAX-FREE TAX-FREE TOTAL THE HARTFORD
COMPANY HARTFORD CALIFORNIA NEW YORK RETURN HARTFORD GROWTH
PROPOSAL: FUND STOCK FUND FUND FUND BOND FUND VALUE FUND FUND
- -------------------- -------- ---------- ---------- -------- --------- ---------- --------
III.F TO REVISE THE X
FUNDAMENTAL
POLICY REGARDING
THE DIVERSIFICATION
OF INVESTMENTS
III.G TO REVISE THE X
FUNDAMENTAL
POLICY REGARDING
INVESTMENT
CONCENTRATIONS
WITHIN A PARTICULAR
INDUSTRY
III.H(i) TO
ELIMINATE THE
FUNDAMENTAL
POLICY REGARDING
PURCHASES FROM
AND SALES TO
OFFICERS, DIRECTORS
AND EMPLOYEES
III.H(ii) TO
ELIMINATE THE
FUNDAMENTAL
POLICY REGARDING
SECURITIES TRADING
ACCOUNTS
III.I TO REVISE THE X
FUNDAMENTAL
POLICY REGARDING
THE MAKING OF
LOANS
III.J TO ELIMINATE
THE FUNDAMENTAL
POLICY REGARDING
SHORT SALES
III.K TO REVISE THE
FUNDAMENTAL
POLICIES REGARDING
INVESTMENTS
WITHIN CERTAIN
INDUSTRIES
THE HARTFORD
THE HARTFORD THE HARTFORD THE HARTFORD U.S. THE HARTFORD
GROWTH THE HARTFORD TAX-FREE TAX-FREE GOVERNMENT VALUE
OPPORTUN SMALLCAP MINNESOTA NATIONAL SECURITIES OPPORTUNITIES
PROPOSAL: -ITIES FUND GROWTH FUND FUND FUND FUND FUND
- ---------------------- ------------ ------------ ------------ ------------ ------------ -------------
I. TO ELECT A BOARD OF X X X X X X
DIRECTORS
II. TO PERMIT THE X X X X X X
FUND'S INVESTMENT
ADVISER TO SELECT AND
CONTRACT WITH SUB-
11
THE HARTFORD
THE HARTFORD THE HARTFORD U.S. THE HARTFORD
GROWTH THE HARTFORD THE HARTFORD TAX-FREE GOVERNMENT VALUE
OPPORTUN- SMALLCAP TAX-FREE NATIONAL SECURITIES OPPORTUNITIES
PROPOSAL: ITIES FUND GROWTH FUND MINNESOTA FUND FUND FUND FUND
--------- ------------ ----------- -------------- ------------- ------------ -------------
ADVISERS WITHOUT
OBTAINING SHAREHOLDER
APPROVAL
III.A (i) TO REVISE THE
FUNDAMENTAL POLICY
REGARDING THE ISSUING
OF SENIOR SECURITIES
III.A(ii) TO REVISE THE
FUNDAMENTAL POLICY
REGARDING THE BORROWING
OF MONEY
III.A(iii) TO REVISE X
THE FUNDAMENTAL
POLICIES REGARDING THE
BORROWING OF MONEY,
ISSUING OF SENIOR
SECURITIES AND
PURCHASING SECURITIES
ON MARGIN
III.B TO ELIMINATE THE X
FUNDAMENTAL POLICY
REGARDING THE PLEDGING,
MORTGAGING OR
HYPOTHECATING OF ASSETS
III.C TO REVISE THE
FUNDAMENTAL POLICY
REGARDING UNDERWRITING
SECURITIES
III.D TO REVISE THE X
FUNDAMENTAL POLICY
REGARDING INVESTMENTS
IN REAL ESTATE AND
INTERESTS THEREIN
III.E TO REVISE THE X
FUNDAMENTAL POLICY
REGARDING PURCHASES AND
SALES OF COMMODITIES
AND COMMODITIES
CONTRACTS
III.F TO REVISE THE
FUNDAMENTAL POLICY
REGARDING THE
DIVERSIFICATION OF
INVESTMENTS
III.G TO REVISE THE X
FUNDAMENTAL POLICY
12
THE HARTFORD
THE HARTFORD THE HARTFORD U.S. THE HARTFORD
GROWTH THE HARTFORD THE HARTFORD TAX-FREE GOVERNMENT VALUE
OPPORTUN- SMALLCAP TAX-FREE NATIONAL SECURITIES OPPORTUNITIES
PROPOSAL: ITIES FUND GROWTH FUND MINNESOTA FUND FUND FUND FUND
--------- ------------ ----------- -------------- ------------- ------------ -------------
REGARDING INVESTMENT
CONCENTRATIONS WITHIN A
PARTICULAR INDUSTRY
III.H(i) TO ELIMINATE X
THE FUNDAMENTAL POLICY
REGARDING PURCHASES
FROM AND SALES TO
OFFICERS, DIRECTORS AND
EMPLOYEES
III.H(ii) TO ELIMINATE X
THE FUNDAMENTAL POLICY
REGARDING SECURITIES
TRADING ACCOUNTS
III.I TO REVISE THE X
FUNDAMENTAL POLICY
REGARDING THE MAKING OF
LOANS
III.J TO ELIMINATE THE X
FUNDAMENTAL POLICY
REGARDING SHORT SALES
III.K TO REVISE THE
FUNDAMENTAL POLICIES
REGARDING INVESTMENTS
WITHIN CERTAIN
INDUSTRIES
SHARE OWNERSHIP
The following tables set forth the dollar range of equity securities
beneficially owned by each director of the Companies in each of the Funds and on
an aggregate basis in any registered investment companies overseen by the
director within the Hartford fund complex as a group, as of December 31, 2003.
NON-INTERESTED DIRECTORS
AGGREGATE DOLLAR RANGE
OF EQUITY SECURITIES IN
ALL REGISTERED INVESTMENT
COMPANIES OVERSEEN
NAME OF DIRECTOR DOLLAR RANGE OF EQUITY SECURITIES BY DIRECTOR IN FAMILY OF
IN THE FUND INVESTMENT COMPANIES
Lynn S. Birdsong None None None
Winifred Ellen Coleman The Hartford Advisers Fund $10,001-$50,000 Over $100,000
The Hartford Capital Appreciation Fund $50,001-$100,000
The Hartford Dividend and Growth Fund $10,001-$50,000
The Hartford Global Leaders Fund $1-$10,000
The Hartford International $10,001-$50,000
Opportunities Fund
The Hartford MidCap Fund $1-$10,000
13
AGGREGATE DOLLAR RANGE
OF EQUITY SECURITIES IN
ALL REGISTERED INVESTMENT
COMPANIES OVERSEEN
NAME OF DIRECTOR DOLLAR RANGE OF EQUITY SECURITIES BY DIRECTOR IN FAMILY OF
IN THE FUND INVESTMENT COMPANIES
The Hartford Small Company Fund $1-$10,000
The Hartford Stock Fund $10,001-$50,000
Dr. Robert M. Gavin, Jr. The Hartford Global Leaders Fund $10,001-$50,000 Over $100,000
The Hartford Growth Fund Over $100,000
The Hartford Growth Opportunities Fund Over $100,000
The Hartford Money Market Fund $1-$10,000
Duane E. Hill None None None
Phillip O. Peterson The Hartford Global Technology Fund $10,001-$50,000 $10,001-50,000
Millard Handley Pryor, Jr. The Hartford Global Health Fund $50,001-$100,000 $50,001-100,000
INTERESTED DIRECTORS
AGGREGATE DOLLAR RANGE
OF EQUITY SECURITIES IN
ALL REGISTERED INVESTMENT
COMPANIES OVERSEEN
NAME OF DIRECTOR DOLLAR RANGE OF EQUITY SECURITIES BY DIRECTOR IN FAMILY OF
IN THE FUND INVESTMENT COMPANIES
Thomas M. Marra The Hartford Advisers Fund Over $100,000 Over $100,000
The Hartford Capital Appreciation Fund Over $100,000
The Hartford Dividend and Growth Fund $50,001-$100,000
The Hartford Focus Fund Over $100,000
The Hartford Global Leaders Fund $50,001-$100,000
The Hartford High Yield Fund $50,001-$100,000
The Hartford International
Opportunities Fund $1-$10,000
The Hartford MidCap Fund Over $100,000
The Hartford Small Company Fund $50,001-$100,000
The Hartford Stock Fund Over $100,000
Lowndes Andrew Smith The Hartford Advisers Fund $1-$10,000 Over $100,000
The Hartford Capital Appreciation Fund $50,001-$100,000
The Hartford Global Health Fund $50,001-$100,000
The Hartford Global Leaders Fund $10,001-$50,000
The Hartford Global Technology Fund $10,001-$50,000
The Hartford International $10,001-$50,000
Opportunities Fund
The Hartford MidCap Fund $50,001-$100,000
The Hartford Small Company Fund $10,001-$50,000
David Mark Znamierowski(1) The Hartford High Yield Fund $10,001-$50,000 $10,001-$50,000
(1) Mr. Znamierowski is a director of The Hartford Mutual Funds, Inc. but is
not a director of The Hartford Mutual Funds II, Inc.
As of December 31, 2003, all directors and officers as a group owned
less than 1% of the outstanding shares of each class of each Company. As of
December 31, 2003, no person to the knowledge of any Company owned beneficially
more than 5% of the outstanding shares of any class of shares of a Fund, except
as listed in Appendix B.
14
As of the same date, none of the non-interested directors (or their
immediate family members) had share ownership in securities of any Company's
investment adviser, principal underwriter or in an entity controlling,
controlled by or under common control with the investment adviser or principal
underwriter of a Company (not including registered investment companies).
PROPOSAL ONE
ELECTION OF DIRECTORS
At the meeting, shareholders will be asked to elect members to each
Company's Board of Directors. It is intended that the enclosed proxy card will
be voted for the election of the persons named below as directors unless such
authority has been withheld in the proxy card. All of the nominees currently
serve as directors of the Companies. The members of each Company's Board of
Directors is the same, with the exception of David M. Znamierowski, who serves
on the Board of Directors of The Hartford Mutual Funds, Inc., but who does not
serve on the Board of Directors of The Hartford Mutual Funds II, Inc. Mr.
Birdsong was recommended by [the non-interested directors] to serve as a member
of the Boards. Mr. Marra, and Mr. Znamierowski with respect to The Hartford
Mutual Funds II, Inc., were recommended by [the Companies' investment adviser]
to serve as members of the Boards. All other nominees have previously been
elected to the Boards and are standing for re-election.
Pertinent information regarding each nominee's principal occupation and
business experience during at least the past five years, number of portfolios
overseen and other directorships held is set forth below. The mailing address of
each nominee is to the Secretary of the Company in question, c/o Hartford Mutual
Funds, 500 Bielenberg Drive, Woodbury, Minnesota 55125-1400.
NOMINEES FOR ELECTION AS NON-INTERESTED DIRECTORS
NUMBER OF
TERM OF PRINCIPAL PORTFOLIOS IN OTHER
POSITION HELD OFFICE* AND OCCUPATION(S) FUND COMPLEX DIRECTORSHIPS
WITH THE HAS SERVED DURING LAST 5 OVERSEEN BY HELD BY
NAME AND AGE COMPANIES SINCE YEARS DIRECTOR DIRECTOR
------------ --------- ----- ----- -------- --------
Lynn S. Birdsong(1) Director 2003 From 1979 to 72 N/A
(age 57) 2002, Mr.
Birdsong was a
managing director
of Zurich Scudder
Investments, an
investment
management firm.
In 2003, Mr.
Birdsong became
an Independent
Director of the
Atlantic
Whitehall Funds
and The Japan
Fund; during his
employment
15
NUMBER OF
TERM OF PRINCIPAL PORTFOLIOS IN OTHER
POSITION HELD OFFICE* AND OCCUPATION(S) FUND COMPLEX DIRECTORSHIPS
WITH THE HAS SERVED DURING LAST 5 OVERSEEN BY HELD BY
NAME AND AGE COMPANIES SINCE YEARS DIRECTOR DIRECTOR
------------ --------- ----- ----- -------- --------
with Scudder, he
was an Interested
Director of The
Japan Fund.
Since 1981, Mr.
Birdsong has been
a partner in
Birdsong Company,
an advertising
specialty firm.
Winifred E. Coleman(1) Director 1996(2) Ms. Coleman has 72 N/A
(age 71) 2002(3) served as
President of
Saint Joseph
College since
1991 and
President of
Cashel House,
Ltd. (retail)
since 1985.
Dr. Robert M. Director 2002(2) Dr. Gavin is an 72 N/A
Gavin(1) 1986(3) educational
(age 63) consultant. Prior
to September 1,
2001, he was
President of
Cranbrook
Education
Community; and
prior to July
1996, he was
President of
Macalester
College, St. Paul,
Minnesota.
Duane E. Hill(1) Director 2001(2) Mr. Hill is 72 N/A
(age 58) 2002(3) Partner Emeritus
and a founding
16
NUMBER OF
TERM OF PRINCIPAL PORTFOLIOS IN OTHER
POSITION HELD OFFICE* AND OCCUPATION(S) FUND COMPLEX DIRECTORSHIPS
WITH THE HAS SERVED DURING LAST 5 OVERSEEN BY HELD BY
NAME AND AGE COMPANIES SINCE YEARS DIRECTOR DIRECTOR
------------ --------- ----- ----- -------- --------
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.
Phillip O. Director 2002(2) Mr. Peterson is a 72 N/A
Peterson(1) 2000(3) mutual fund
(age 59) industry
consultant. He was
a partner of KPMG
LLP until July
1999. In January
2004, Mr. Peterson
was appointed
independent
president of the
Strong Mutual
Funds.
17
NUMBER OF
TERM OF PRINCIPAL PORTFOLIOS IN OTHER
POSITION HELD OFFICE* AND OCCUPATION(S) FUND COMPLEX DIRECTORSHIPS
WITH THE HAS SERVED DURING LAST 5 OVERSEEN BY HELD BY
NAME AND AGE COMPANIES SINCE YEARS DIRECTOR DIRECTOR
------------ --------- ----- ----- -------- --------
Millard H. Pryor, Director 1996(2) Mr. Pryor has 72 Mr. Pryor is a
Jr.(1) 2002(3) served as Director of
(age 70) Managing Director Infodata Systems,
of Pryor & Clark Inc. (software
Company (real company),
estate CompuDyne
investment), Corporation
Hartford, (security
Connecticut, products and
since June, services) and
1992. August Financial
Holding Company
(advisory
services).
* Each director serves until his or her death, resignation, or retirement
or until his or her successor is elected and qualifies.
(1) Member of the Audit Committee of the Board of Directors.
(2) For The Hartford Mutual Funds, Inc.
(3) For The Hartford Mutual Funds II, Inc.
NOMINEES FOR ELECTION AS INTERESTED DIRECTORS
NUMBER OF
TERM OF PRINCIPAL PORTFOLIOS IN OTHER
POSITION HELD OFFICE* AND OCCUPATION(S) FUND COMPLEX DIRECTORSHIPS
WITH THE HAS SERVED DURING LAST 5 OVERSEEN BY HELD BY
NAME AND AGE COMPANIES SINCE YEARS DIRECTOR DIRECTOR
------------ --------- ----- ----- -------- --------
Thomas M. Marra** Director and 2002 Mr. Marra is 72 Mr. Marra is a
(age 45) Chairman of the President and director of The
Board Chief Operating Hartford.
Officer of
Hartford Life,
Inc. He is also a
member of the
Board of
Directors and a
member of the
Office of the
18
NUMBER OF
TERM OF PRINCIPAL PORTFOLIOS IN OTHER
POSITION HELD OFFICE* AND OCCUPATION(S) FUND COMPLEX DIRECTORSHIPS
WITH THE HAS SERVED DURING LAST 5 OVERSEEN BY HELD BY
NAME AND AGE COMPANIES SINCE YEARS DIRECTOR DIRECTOR
------------ --------- ----- ----- -------- --------
Chairman for The
Hartford
Financial
Services Group,
Inc. ("The
Hartford"), the
parent company of
Hartford Life,
Inc. Mr. Marra
was named
President of
Hartford Life,
Inc. in 2001 and
COO in 2000, and
served as
Executive Vice
President and
Director of
Hartford Life,
Inc.'s Investment
Products Division
from 1998 to
2000. Mr. Marra
is also a
Managing Member
and President of
HIFSCO and HL
Investment
Advisors LLC.
Lowndes A. Smith** Director 1996(1) Mr. Smith served 72 N/A
(age 64) 2002(2) as Vice Chairman
of The Hartford
from February 1997
to January 2002,
as President and
Chief Executive
Officer of
Hartford Life,
19
NUMBER OF
TERM OF PRINCIPAL PORTFOLIOS IN OTHER
POSITION HELD OFFICE* AND OCCUPATION(S) FUND COMPLEX DIRECTORSHIPS
WITH THE HAS SERVED DURING LAST 5 OVERSEEN BY HELD BY
NAME AND AGE COMPANIES SINCE YEARS DIRECTOR DIRECTOR
- ------------ --------- ----- ----- -------- --------
Inc. from February
1997 to January
2002, and as
President and
Chief Operating
Officer of The
Hartford Life
Insurance
Companies from
January 1989 to
January 2002.
David M. President and 1999(1) Mr. Znamierowski
Znamierowski Director(3) 2001(2) currently serves
(age 42)** as President of
Hartford
Investment
Management
Company
("Hartford
Investment
Management");
Senior Vice
President and
Chief Investment
Officer for
Hartford Life
Insurance
Company; Senior
Vice President of
Hartford Life,
Inc.; Senior Vice
President and
Chief Investment
Officer of The
Hartford. Mr.
Znamierowski is
also a Managing
Member and
20
NUMBER OF
TERM OF PRINCIPAL PORTFOLIOS IN OTHER
POSITION HELD OFFICE* AND OCCUPATION(S) FUND COMPLEX DIRECTORSHIPS
WITH THE HAS SERVED DURING LAST 5 OVERSEEN BY HELD BY
NAME AND AGE COMPANIES SINCE YEARS DIRECTOR DIRECTOR
------------ --------- ----- ----- -------- --------
Senior
Vice President of
HIFSCO and HL
Advisors.
- ---------------------
* Each director serves until his or her death, resignation, or retirement
or until his or her successor is elected and qualifies.
** Denotes the director who is an interested person, as defined in the
Investment Company Act of 1940, as amended (the "1940 Act"), of the
Companies. Mr. Marra and Mr. Znamierowski are interested directors of
the Companies due to the positions held with affiliates of the
Companies. Mr. Smith is an interested director of the Companies because
he owns stock of the parent company of HIFSCO.
(1) For The Hartford Mutual Funds, Inc.
(2) For The Hartford Mutual Funds II, Inc.
(3) The Hartford Mutual Funds, Inc. only.
Shareholders wishing to send communications to the Boards may
communicate with members of the Boards of Directors by submitting a written
communication directed to the Board of Directors in care of the applicable
Fund's Secretary at the address provided in the Fund's prospectus. Each Board
has established an Audit Committee and a Nominating Committee.
The Audit Committee currently consists of all non-interested directors
of each Company. The Audit Committees of each of the Companies met two times
during the fiscal year ended October 31, 2003. The functions performed by each
Audit Committee, which are contained in the Audit Committee's written charter,
are to recommend annually to the Board a firm of independent certified public
accountants to audit the books and records of the Company for the ensuing year;
to monitor that firm's performance; to review with the firm the scope and
results of each audit and determine the need, if any, to extend audit
procedures; to confer with the firm and representatives of the Company on
matters concerning the Company's financial statements and reports, including the
appropriateness of its accounting practices and of its financial controls and
procedures; to evaluate the independence of the firm; to review procedures to
safeguard portfolio securities; to review the purchase by the Company from the
firm of nonaudit services; to review all fees paid to the firm; and to
facilitate communications between the firm and the Company's officers and
directors.
The non-interested directors comprise the Nominating Committee of each
Board of Directors. The Nominating Committees of each of the Companies met two
times during the fiscal year ended October 31, 2003. The function of the
Nominating Committee, which is described in the Nominating Committee's written
charter, is to screen and select candidates to the Board of Directors. The
Nominating Committee will consider nominees for Independent Director recommended
by shareholders if a vacancy among the Independent Directors occurs and if the
nominee meets the Committee's criteria. Shareholders wishing to submit
recommendations for nominees must send a letter to the chairperson of the
Nominating Committee, in care of the Secretary of the applicable Company at 55
Farmington Avenue, 11th Floor, Hartford, CT 06105, and must include, at a
minimum: (i) the shareholder's contact information; (ii) the nominee's contact
information, the nominee's resume or curriculum vitae, and the number of
applicable Fund shares owned by the proposed nominee; (iii) a statement as to
whether the nominee is an "interested person" of the applicable Fund as defined
in Section 2(a)(19) of the 1940 Act, and appropriate documentation to support
the statement; (iv) all information regarding the nominee that would
21
be required to be disclosed in solicitations of proxies for elections of
directors required by Regulation 14A of the Securities Exchange Act of 1934; and
(v) a notarized letter executed by the nominee, stating his or her intention to
serve as a nominee and be named in the applicable Fund's proxy statement, if so
designated by the Nominating Committee and the Fund's Board of Directors. A
shareholder nominee recommendation must be received by the Nominating Committee
within a reasonable time period prior to the proxy submission. A shareholder or
shareholder group may not submit for consideration a nominee which has
previously been considered by the Nominating Committee. Candidates submitted by
shareholders are evaluated according to the same criteria as other Independent
Director candidates. The Nominating Committee has not received a recommended
nominee from an eligible shareholder or shareholder group who individually, or
in the aggregate, beneficially owned more than 5% of the applicable Fund's
voting shares for at least one year.
Care is given to insure that the individual members of the Boards bring
to their deliberations education, work and personal experiences that would
improve the value provided to the shareholders. The following criteria for
nominees should be considered as a minimum requirement for consideration as an
Independent Director:
- Fifteen (15) years business or academic experience in a
management, administrative, or other oversight capacity;
- College degree or business experience equivalent to a college
degree;
- At least one independent director should have an investment
background and at least one director should have a
financial/accounting background;
- Personal accomplishments that would provide ready acceptance
by shareholders that the individual was capable of
representing their interests;
- An ability to invest in Hartford funds;
- A person able to think through and discuss complicated
regulatory and financial issues and arrive at reasonable
decisions on these issues on behalf of the shareholders;
- A person of high ethical standards;
- Must meet minimum standards set out in the Funds' audit
committee charter; and
- Must be "financially literate" as that term is defined under
New York Stock Exchange rules. For these purposes, this means
the ability to read and understand fundamental financial
statements, including a company's balance sheet, income
statement, and cash flow statement. Directors who have limited
familiarity with finance can achieve such "literacy" through
Fund-sponsored training programs.
During each Company's fiscal year ended October 31, 2003, there were
five meetings of each Board of Directors. No director attended or participated
telephonically in fewer than 75% of the aggregate of the number of meetings of
the Board of Directors and the number of meetings held by all committees of the
Board on which such director served.
The Companies pay no compensation to any director or officer who is an
officer or employee of The Hartford, HIFSCO or any affiliated company. During
the fiscal year ended October 31, 2003 the Companies paid a fee to each director
who is not an officer or employee of The Hartford, HIFSCO any affiliated
company.
22
The following table sets forth the compensation that each director
received during the fiscal year ended October 31, 2003 from each Company and the
entire Hartford fund complex.
Aggregate Aggregate Pension Or Total
Compensation Compensation Retirement Compensation
From The From The Benefits From the Funds
Hartford Hartford Accrued As Part Estimated Annual And Fund
Name of Person, Mutual Funds, Mutual Funds Of Fund Benefits Complex Paid To
Position Inc. II, Inc. Expenses Upon Retirement Directors(1)
-------- ---- -------- -------- --------------- ------------
Non-Interested Directors
- ------------------------
Lynn S. Birdsong,
Director(2) $ 9,994 $1,131 $0 $0 $44,500
Winifred E. Coleman, $17,517 $1,983 $0 $0 $78,000
Director
Dr. Robert M. Gavin, $17,517 $1,983 $0 $0 $78,000
Director
Duane E. Hill, $17,517 $1,983 $0 $0 $78,000
Director
Phillip O. Peterson, $17,292 $1,958 $0 $0 $77,000
Director
Millard H. Pryor,
Director $17,517 1,983 $0 $0 $78,000
John K. Springer,
Director(3) $ 8,758 $ 992 $0 $0 $39,010
Interested Director
- -------------------
Lowndes A. Smith,
Director $16,843 $1,907 $0 $0 $75,000
(1) As of October 31, 2003, five registered investment companies in the
complex paid compensation to the directors.
(2) Newly elected director of each Company on May 13, 2003.
(3) Retired from board of directors of each Company, effective May 14,
2003.
The Board of Directors of each Company recommends that shareholders
vote in favor of the individuals listed as Nominees for Election to serve as
directors of the Company. A plurality of the votes properly cast in person or by
proxy at the meeting is required for the election of directors. This means that
the nominees receiving the highest number of "FOR" votes will be elected. Unless
otherwise instructed, the proxies will vote for the nominees. All of the
nominees have consented to serve as directors if elected. In the event any of
the nominees are not candidates for election at the meeting, the proxies may
vote for such other persons according to their best judgment. Nothing currently
indicates that such a situation will arise.
PROPOSAL II
TO PERMIT THE COMPANIES' INVESTMENT ADVISER TO SELECT AND CONTRACT WITH
SUB-ADVISERS WITHOUT OBTAINING SHAREHOLDER APPROVAL
Under Section 15(a) of the 1940 Act, investment advisers to mutual
funds cannot select sub-advisers and enter into a sub-advisory agreement without
obtaining shareholder approval. Similarly, shareholders must approve any
material amendment to an existing sub-advisory agreement between advisers and a
sub-
23
adviser. However, pursuant to an application for exemption from those and
other requirements under Section 15(a), the Securities and Exchange Commission
(the "Commission") issued an order of exemption to Hartford HLS Series Fund II,
Inc. (formerly, Fortis Series Fund, Inc.) from certain restrictions of Section
15(a) which, among other things, allowed that company's investment adviser (at
that time, Fortis Advisers, Inc.) to retain or terminate sub-advisers for series
of the company without shareholder approval (the "Order").1 The Order required
Hartford HLS Series Fund II, Inc. to initially submit this arrangement to
shareholders, whose approval was obtained, and also allowed for other funds
advised by that company's adviser (or any entity controlling, controlled by or
under common control with the adviser) to rely on the Order, provided that any
such funds complied with the conditions of the Order, including the condition
that shareholders approve such an arrangement beforehand.
The indirect parent company of HL Investment Advisors, LLC ("HL
Advisors") acquired Fortis Advisers, Inc. on April 2, 2001, and HL Advisors
became the investment adviser for Hartford HLS Series Fund II, Inc. at that
time. HIFSCO is under common control with HL Advisors. Like HL Advisors, HIFSCO
does not make the day-to-day investment decisions for the Funds, but instead
establishes the Funds' investment programs and selects, supervises and evaluates
separate sub-advisers (each, a "Sub-Adviser," and together, the "Sub-Advisers")
who make those investment decisions, subject to the review of the respective
Board.
As a consequence of the Order, based on its evaluations of the
Sub-Advisers, HL Advisors has the flexibility to retain and terminate
Sub-Advisers for series of Hartford HLS Series Fund II, Inc. without the delay
and costs of seeking shareholder approval each time. In addition, the Order
permits HL Advisors to continue relations with Sub-Advisers whose subadvisory
agreements have been "assigned" as a result of any change in control of the
Sub-Adviser without seeking shareholder approval, because the 1940 Act requires
automatic termination of an advisory contract in the event of such an
assignment. To afford such flexibility to the Companies, management is seeking
shareholders' approval of such an arrangement for the Companies. Without the
delay and cost inherent in holding shareholder meetings each time an Adviser or
a Board feels a change in Sub-Advisers would benefit a Fund, the Companies will
be able to act more quickly and with less expense to replace Sub-Advisers.
The Companies' structure is different from that of many investment
companies. Under a traditional investment company structure, the investment
adviser is a single entity that employs one or more individuals internally as
portfolio managers to make investment decisions. The adviser is free to retain
or terminate those portfolio managers without board or shareholder approval. In
the case of the Companies, however, HIFSCO does not make the day-to-day
investment decisions for the Funds. Instead, HIFSCO selects, supervises,
evaluates and, if necessary, terminates Sub-Advisers which make those day-to-day
investment decisions. Management believes that permitting HIFSCO to perform
these services, without incurring the delay and expense involved with obtaining
shareholder approval of new sub-advisory agreements or material amendments to
existing sub-advisory agreements, is appropriate and in the best interest of
each Fund's shareholders and will allow each Fund to operate more efficiently.
If shareholders approve this proposal, when a new Sub-Adviser for a
Fund is retained by HIFSCO, shareholders will not be required to approve the
sub-advisory agreement between HIFSCO and that Sub-Adviser. Similarly, if an
existing sub-advisory agreement is amended in any material respect, approval by
the shareholders of the affected Fund will not be required. The requested relief
will allow HIFSCO to enter into a new sub-advisory agreement with the existing
Sub-Adviser without obtaining shareholder approval. The Boards of Directors
(including a majority of the directors who are not parties to the contract or
interested persons of any such party) will continue to approve new contracts
between HIFSCO and a Sub-
- --------
(1) Fortis Series Fund, Inc. and Fortis Advisers, Inc., Investment Company
Act Rel. Nos. 24158 (Nov. 23, 1999) (notice) and 24211 (Dec. 21, 1999)
(order).
24
Adviser as well as changes to existing contracts. The requested relief will not
apply to the advisory agreements between HIFSCO and the Companies, and material
changes to those agreements will continue to require approval of shareholders.
In addition, HIFSCO will not enter into a sub-advisory agreement with a
Sub-Adviser that is an "affiliated person," as defined in the 1940 Act, of the
Companies or HIFSCO, other than by reason of serving as a Sub-Adviser to one or
more of the Funds (an "Affiliated Sub-Adviser"),without that sub-advisory
agreement being approved by the applicable Fund's shareholders.
If the proposal is approved, the Companies will also be permitted, in a
situation where there is more than one Sub-Adviser to a Fund, to disclose in its
prospectus, statement of additional information, financial statements and
certain other documents only (i) fees paid to HIFSCO and any Affiliated
Sub-Adviser by that Fund, (ii) aggregate fees paid by HIFSCO to the Sub-Advisers
of that Fund, other than Affiliated Sub-Advisers, and (iii) fees paid by HIFSCO
to any Affiliated Sub-Adviser. Therefore, in such a situation a Company would
not have to disclose separately the fees paid by HIFSCO to a particular
Sub-Adviser, other than an Affiliated Sub-Adviser.
If this proposal is approved, pursuant to the Order each Company and
HIFSCO will adhere to the following conditions:
(1) Before a subsequent Fund may rely on the requested order, this
proposal must be approved by a majority of the outstanding voting
securities of the Fund, as defined in the 1940 Act.
(2) Any Fund relying on the requested relief must disclose in its
prospectus the existence, substance and effect of the Order. The
prospectus must prominently disclose that HIFSCO has ultimate
responsibility (subject to oversight by the Board of Directors) to
oversee the Sub-Advisers and recommend their hiring, termination and
replacement.
(3) Within 90 days of the hiring of any new Sub-Adviser, shareholders
will be furnished all information about the new Sub-Adviser or
sub-advisory agreement that would be included in a proxy statement,
except that the fee disclosure will be as noted above in the case of
Funds with more than one Sub-Adviser.
(4) HIFSCO will not enter into a sub-advisory agreement with any
Affiliated Sub-Adviser without that sub-advisory agreement, including
the compensation to be paid thereunder, being approved by the Fund's
shareholders.
(5) At all times, a majority of the Board of Directors will be persons
who are not "interested persons" of the Company (as defined in Section
2(a)(19) of the 1940 Act) (the "Independent Directors"), and the
nomination of new or additional Independent Directors will be at the
discretion of the then-existing Independent Directors.
(6) When a Sub-Adviser change is proposed for a Fund with an Affiliated
Sub-Adviser, the Board, including a majority of the Independent
Directors, will make a separate finding, reflected in the Board
minutes, that the change is in the best interests of the Fund and its
shareholders and does not involve a conflict of interest from which
HIFSCO or the Affiliated Sub-Adviser derives an inappropriate
advantage.
(7) HIFSCO will provide general management services to the Companies
and the Funds, including overall supervisory responsibility for the
general management and investment of each Fund, and, subject to review
and approval by the Boards, will (a) set each Fund's overall investment
strategies; (b) evaluate, select and recommend Sub-Advisers to manage
all or a part of a Fund's assets; (c) when appropriate, allocate and
reallocate a Fund's assets among multiple Sub-Advisers; (d) monitor and
evaluate the investment performance of Sub-Advisers; and (e) implement
procedures reasonably
25
designed to ensure that the Sub-Advisers comply with the relevant
Fund's investment objective, policies and restrictions.
(8) No director or officer of the Companies or HIFSCO will own directly
or indirectly (other than through a pooled investment vehicle that is
not controlled by such person) any interest in any Sub-Adviser except
for (a) ownership of assets in HIFSCO or any entity that controls, is
controlled by or is under common control with HIFSCO; or (b) ownership
of less than 1% of the outstanding securities of any class of equity or
debt of a publicly-traded company that is either a Sub-Adviser or an
entity that controls, is controlled by or is under common control with
a Sub-Adviser.
(9) The Fund will disclose in its registration statement the modified
fee disclosure discussed above.
If the proposal is approved, HIFSCO will have the ability, subject to
the approval of the Boards, to hire and terminate Sub-Advisers to the Funds and
to change materially the terms of the sub-advisory agreements, including the
compensation paid to the Sub-Advisers, without the approval of the shareholders
of the Funds. Such changes in sub-advisory arrangements would not increase the
fees paid by a Fund for investment advisory services since sub-advisory fees are
paid by HIFSCO out of their advisory fees and are not additional charges to a
Fund.
While HIFSCO expects its relationships with the Sub-Advisers to the
Funds to be long-term and stable over time, approval of this proposal will
permit HIFSCO to act quickly in situations where HIFSCO and the Boards believe
that a change in Sub-Advisers or to a sub-advisory agreement, including any fee
paid to a Sub-Adviser, is warranted. This proposal will eliminate the delay of
convening a meeting of shareholders to approve certain sub-advisory changes.
The Board of Directors of each Company recommends that the shareholders
of each Fund vote to approve this proposal. Adoption of the proposal by a Fund
requires the favorable vote of a majority of the outstanding shares of the Fund,
as defined in the 1940 Act, which means the lesser of the vote of (a) 67% of the
shares of the Fund present at a meeting where more than 50% of the outstanding
shares are present in person or by proxy, or (b) more than 50% of the
outstanding shares of the Fund. Unless otherwise instructed, the proxies will
vote for the approval of the proposal.
PROPOSAL III
CHANGES TO FUNDAMENTAL INVESTMENT POLICIES
PROPOSED ONLY FOR
THE HARTFORD GLOBAL HEALTH FUND, THE HARTFORD GLOBAL TECHNOLOGY FUND,
THE HARTFORD CAPITAL APPRECIATION FUND, THE HARTFORD STOCK FUND,
THE HARTFORD DISCIPLINED EQUITY FUND AND THE
HARTFORD SMALLCAP GROWTH FUND
(For purposes of the discussions regarding proposal III, below, the term "Fund"
and "Funds" shall refer only to those Funds listed above,unless
otherwise indicated.)
As described in the following proposals, HIFSCO has recommended to the
Board of Directors, and the Board of Directors is recommending to shareholders,
that fundamental investment policies of certain Funds be eliminated or revised.
The purpose of these proposals is to conform the policies to those of other
funds in the Hartford Fund Family, to promote administrative convenience, to
update certain policies in light of market and regulatory changes and to provide
increased investment flexibility. No material change in the Funds' investment
strategies or approaches is expected as a result of the proposed changes to
their fundamental investment policies. The Boards of Directors have determined
that these changes are in the best interests of the Funds' shareholders and
recommends that shareholders approve each of the proposals.
26
BACKGROUND
Each Fund 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
HIFSCO's reasons for recommending them, are described below. Many of the
proposed revised fundamental policies are the same as those that apply to other
funds in the Hartford Fund Family.
The effect of implementing these proposals should be to reduce the
compliance 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 shareholders do not approve a proposal, the fundamental investment
policy in question will remain in effect and the relevant Board of Directors
will determine any further appropriate steps to take.
PROPOSALS
Note: Appendix C 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 eliminations or revisions
set out below are qualified in their entirety by reference to Appendix C.
A. (i) PROPOSAL TO REVISE THE FUNDAMENTAL POLICY REGARDING
THE ISSUING OF SENIOR SECURITIES.
(ii) PROPOSAL TO REVISE THE FUNDAMENTAL POLICY REGARDING
THE BORROWING OF MONEY.
THE HARTFORD GLOBAL HEALTH FUND, THE HARTFORD GLOBAL TECHNOLOGY FUND, THE
HARTFORD CAPITAL APPRECIATION FUND, THE HARTFORD STOCK FUND AND THE HARTFORD
DISCIPLINED EQUITY FUND ONLY
If this proposal is approved by the shareholders of these Funds, these
Funds' fundamental policies regarding borrowing money and issuing senior
securities 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.
Each of these Funds is currently subject to a fundamental policy
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.
The 1940 Act generally permits a fund to borrow money from a bank in an
amount equal to one-third of its total assets, including the amount borrowed. A
fund may engage in other types of transactions that create leverage, such as
reverse repurchase agreements, if it complies with various regulatory
requirements (for example, the segregation of assets). This proposal is
recommended to clarify that these Funds have the ability to borrow money to the
full extent consistent with law or regulatory interpretation. If this proposal
is approved, these Funds will be permitted to borrow money in any manner
consistent with the 1940 Act, which may include the use of reverse repurchase
agreements, purchases of securities on margin, and other leveraging techniques.
The proposed fundamental policy is intended to promote consistency
among the fundamental policies of the Hartford Fund Family. The proposed policy,
like the existing policies, would permit these
27
Funds to borrow money for the purpose of investing in additional securities, and
while it is similar to the current policy, the proposed policy would allow these
Funds more flexibility to borrow money or issue senior securities up to a
greater amount of its total assets. This practice, known as "leverage," would
increase the Funds' market exposure and its risk. When a Fund has borrowed money
for leverage and its investments increase or decrease in value, its 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 Fund's portfolio manager's ability to predict market movements correctly.
Each of these 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 of these Funds 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 without shareholder approval, the Board of Directors has no
current intention of doing so. In addition, the Funds' investment adviser has no
current intention of proposing any such change to those non-fundamental
investment restrictions.
If adopted by shareholders, this policy is not expected to alter the
investment practices of these Funds.
(iii) PROPOSAL TO REVISE THE FUNDAMENTAL POLICIES REGARDING
THE BORROWING OF MONEY, ISSUING OF SENIOR SECURITIES,
AND PURCHASING SECURITIES ON MARGIN.
THE HARTFORD SMALLCAP GROWTH FUND ONLY
If this proposal is approved by the shareholders of this Fund, the
Fund's fundamental policies relating to the borrowing of money and issuance of
senior securities will be combined to read as follows, and its restriction on
purchasing securities on margin, if any, will be eliminated:
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.
This Fund is subject to a fundamental policy prohibiting the Fund from
borrowing money (1) except on short-term credit that it needs for clearance of
securities transactions and (2) except from a bank as a temporary measure to
facilitate redemptions (but not for leveraging or investment) in an amount that
does not exceed 10% of the value of the Fund's total assets. This Fund may not
purchase any investment securities while outstanding bank borrowings (including
"roll" transactions) exceed 5% of the value of the Fund's total assets. The Fund
is also prohibited from purchasing securities on margin and issuing "senior
securities," which prohibitions are generally viewed as limiting the degree to
which a Fund may use leverage.
As described above, 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. A mutual fund may engage in other types of
transactions that create leverage, such as reverse repurchase agreements, if
they comply with various regulatory requirements (for example, the segregation
of assets). This proposal is recommended to give the Fund the flexibility to
borrow to the full extent consistent with law or regulatory interpretation and
to standardize the fundamental policies regarding borrowing for all of the funds
of The Hartford Fund Family.
28
The change would afford the Fund increased flexibility to borrow money
for administrative purposes, including satisfying redemptions of the Fund's
shares. This may minimize situations in which the Fund is forced to sell
portfolio securities, at possibly disadvantageous prices, in order to satisfy
redemption requests.
The proposed fundamental policy is intended to promote consistency
among the fundamental policies of the Hartford Fund Family. The proposed policy,
like the existing policies, would permit this Fund to borrow money for the
purpose of investing in additional securities, and while it is similar to the
current policy, the proposed policy would allow this Funds more flexibility to
borrow money or issue senior securities up to a greater amount of its total
assets. This practice, known as "leverage," would increase the Fund's market
exposure and its risk. When the Fund has borrowed money for leverage and its
investments increase or decrease in value, its 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 the 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 Fund's portfolio
manager's ability to predict market movements correctly.
This Fund is currently subject to a non-fundamental investment
restriction prohibiting it from purchasing any security on margin (except that
the 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, the 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 without shareholder approval, the Board of Directors has no current
intention of doing so. In addition, the Fund's investment adviser has no current
intention of proposing any such change to those non-fundamental investment
restrictions. If adopted by shareholders, this policy is not expected to alter
the investment practices of this Fund.
B. PROPOSAL TO ELIMINATE THE FUNDAMENTAL POLICY REGARDING THE
PLEDGING, MORTGAGING OR HYPOTHECATING OF ASSETS.
THE HARTFORD SMALLCAP GROWTH FUND ONLY
This Fund is currently subject to a fundamental policy providing that
the Fund will not "mortgage, pledge or hypothecate its assets, except in an
amount not exceeding 10% of the value of its total assets to secure temporary or
emergency borrowing." If the shareholders of the Fund approve this proposal, the
noted policy will be eliminated for the Fund.
The existing policy appears to have been adopted by the Fund in
response to state regulatory requirements that no longer apply. Although the
Fund does not currently intend to change its practices with respect to pledging
or otherwise encumbering its assets, HIFSCO believes it would be in the best
interests of the Fund to reserve the flexibility to permit the Fund to engage in
these practices to the extent permitted by applicable law.
The Fund is currently subject to a non-fundamental investment
restriction prohibiting it from pledging, mortgaging, or hypothecating its
assets except to the extent required to secure permitted borrowings. (This
limitation does not apply to, among other things, escrow arrangements or to
margin requirements for futures or related options.)
29
Pledging or otherwise encumbering Fund assets entails certain risks.
For instance, the Fund could incur costs or encounter delays in recovering the
assets pledged or, in the event of the insolvency of the pledgee, the Fund might
not be able to recover some or all of the pledged assets.
The proposed fundamental policy is intended to standardize the
fundamental policies among the Hartford Fund Family. While it is similar to the
current policy, the proposed policy would allow the Fund greater flexibility to
secure borrowings, the risks of which are described in proposal III(A) above.
Fundamental investment polices cannot be eliminated without shareholder
approval. HIFSCO has recommended to the Board of Directors that this policy be
eliminated. This policy is not required to be fundamental, and the
non-fundamental investment policy could be changed by the Board of Directors
without shareholder approval if the directors deem the change to be in the best
interests of shareholders. HIFSCO has proposed these changes in order to provide
flexibility to conduct the investment program of the Fund in response to
changing market conditions and circumstances consistent with applicable laws in
effect from time to time, without the expense and delay associated with
presenting the change to shareholders for approval at a shareholders' meeting.
The Board of Directors does not expect to use this flexibility
frequently and the Board of Directors has no current intention of doing so. In
addition, the Fund's investment adviser has no current intention of proposing
any such change to that non-fundamental investment restriction. However, the
directors would be in a position to change the policy in circumstances when a
change, in the directors' judgment, would be in the best interests of the Fund's
shareholders.
C. PROPOSAL TO REVISE THE FUNDAMENTAL POLICY REGARDING
UNDERWRITING SECURITIES.
THE HARTFORD GLOBAL HEALTH FUND, THE HARTFORD GLOBAL TECHNOLOGY FUND, THE
HARTFORD CAPITAL APPRECIATION FUND, THE HARTFORD STOCK FUND AND THE HARTFORD
DISCIPLINED EQUITY FUND ONLY
Each of these Funds 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 this proposal is approved by shareholders, these Funds'
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 shareholders, this policy is not expected to
alter the investment practices of the Funds.
D. PROPOSAL TO REVISE THE FUNDAMENTAL POLICY REGARDING
INVESTMENTS IN REAL ESTATE AND INTERESTS THEREIN.
The Hartford SmallCap Growth Fund currently has a fundamental policy
that it will not invest in real estate, except the Fund may invest in securities
issued by companies owning real estate or interests therein. The Hartford Global
Health Fund, The Hartford Global Technology Fund, The Hartford Capital
Appreciation Fund, The Hartford Stock Fund and The Hartford Disciplined Equity
Fund each currently 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
30
shareholders of the Funds approve this proposal, the Funds' 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.
E. PROPOSAL TO REVISE THE FUNDAMENTAL POLICY REGARDING PURCHASES
AND SALES OF COMMODITIES AND COMMODITIES CONTRACTS.
The Hartford SmallCap Growth Fund is subject to a fundamental policy
that it will not invest in commodities or commodity contracts, other than for
hedging purposes only. The Hartford Global Health Fund, The Hartford Global
Technology Fund, The Hartford Capital Appreciation Fund, The Hartford Stock Fund
and The Hartford Disciplined Equity Fund each currently 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 commodities
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.
The proposed policy is similar to the current policy and is recommended
to standardize the fundamental policies across the Hartford Fund Family. The
1940 Act requires that a fund state as a fundamental investment policy the
extent to which it may engage in the purchase and sale of commodities. At the
time the 1940 Act was enacted, the term "commodities" was understood to refer
principally to physical commodities such as agricultural products, precious and
base metals, oil and gas, and the like. In recent years, however, a variety of
new financial contracts and instruments, such as interest rate, currency, and
securities index futures contracts, have been created which may be considered to
be "commodities" for regulatory purposes.
The Funds do not intend to materially change its current practices with
respect to investment in commodities, although the proposed policy would allow
the Funds more flexibility with regards to investments in commodities or
commodities contracts. The use by the Funds of financial futures contracts and
other financial instruments (including those that would be permitted under the
proposed policy) entails certain risks, including the risk that the Funds'
portfolio manager may be unable to forecast market and currency exchange rate
movements correctly. Should markets or exchange rates move in an unexpected
manner, a 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 prices 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. A Fund may be unable to
dispose of a financial instrument, or otherwise to close out its position in a
financial instrument, at a time or price its portfolio manager considers
desirable, and so may be unable to realize a gain on such a financial instrument
or limit a loss on such a financial instrument at a desired time or price.
31
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 Fund's total assets. Although
this policy may be changed or eliminated by the Boards of Directors without
shareholder approval, the Boards of Directors have no current intention of doing
so. In addition, the Funds' investment adviser has no current intention of
proposing any such change to that non-fundamental investment restriction.
F. PROPOSAL TO REVISE THE FUNDAMENTAL POLICY REGARDING THE
DIVERSIFICATION OF INVESTMENTS.
THE HARTFORD CAPITAL APPRECIATION FUND, THE HARTFORD STOCK FUND AND THE HARTFORD
DISCIPLINED EQUITY FUND ONLY
Each of these Funds is currently subject to a fundamental policy 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.
This policy is being revised to read:
The Fund has elected to be classified as a diversified open-end
management investment company.
This nonmaterial revision of this fundamental policy is proposed for
administrative purposes only and is not intended to change the investment
practices of these Funds. The revision of the policy will not affect the
classification of these Funds 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. These
Funds are currently classified as diversified funds under the 1940 Act, and they
adopted, as a fundamental policy, a restriction based on the language of Section
5(b)(1). Although the 1940 Act requires that a fund be classified as either a
diversified or a non-diversified fund, it does not require that the
diversification requirements be adopted as a fundamental policy.
The revision of the current policy should allow these Funds 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.
G. PROPOSAL TO REVISE THE FUNDAMENTAL POLICY REGARDING INVESTMENT
CONCENTRATIONS WITHIN A PARTICULAR INDUSTRY.
THE HARTFORD CAPITAL APPRECIATION FUND, THE HARTFORD STOCK FUND, THE HARTFORD
DISCIPLINED EQUITY FUND AND THE HARTFORD SMALLCAP GROWTH FUND
Each of these Funds 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:
32
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 policies among the
Hartford Fund Family. If adopted by the shareholders, this policy is not
expected to alter the investment practices of the Funds.
If a Fund concentrates its investments in a particular industry or
industries, it 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 than one whose investments are more broadly
distributed among industries.
H. (i) PROPOSAL TO ELIMINATE THE FUNDAMENTAL POLICY
REGARDING PURCHASES FROM AND SALES TO OFFICERS,
DIRECTORS AND EMPLOYEES.
(ii) PROPOSAL TO ELIMINATE THE FUNDAMENTAL POLICY
REGARDING SECURITIES TRADING ACCOUNTS.
THE HARTFORD SMALLCAP GROWTH FUND ONLY
This Fund is currently subject to a fundamental policy providing that
the Fund will not "purchase from or sell to any officer, director, or employee
of the Fund, or its adviser or underwriter, or any of their officers or
directors, any securities other than shares of the Fund's common stock." If the
shareholders of the Fund approve this proposal, the noted policy will be
eliminated. This restriction is not required by law, and none of the other funds
in the Hartford Fund Family has such a restriction. The restriction appears to
be intended to restate existing prohibitions under applicable law against
principal transactions between a Fund and certain affiliated persons.
This Fund is also currently subject to a fundamental policy providing
that the Fund will not "participate on a joint or a joint and several basis in
any securities trading account." If the shareholders of the Fund approve this
proposal, the noted policy will be eliminated. This restriction is not required
by law, and none of the other funds in the Hartford Fund Family has such a
restriction. Under certain circumstances, participation in joint trading
accounts may be beneficial to a Fund, resulting in potentially lower trading
costs and better execution. Participation in a joint trading account with
affiliated persons of a Fund requires exemptive relief from the Commission which
has previously been obtained by the Hartford fund complex.
Elimination of the existing policy would allow this Fund to participate
in joint or joint and several securities trading accounts with other affiliated
funds to the extent permissible under applicable law (including any exemptive
relief from the Commission).
The elimination of these fundamental policies is proposed for
administrative purposes only and is not intended to materially change the
investment practices of the Fund. These changes are intended to reduce
administrative burdens by eliminating fundamental policies that are not required
and are not expected to apply to other funds in the Hartford Fund Family. In
addition, HIFSCO has proposed these changes in order to provide flexibility to
conduct the investment program of the Fund in response to changing market
conditions and circumstances consistent with applicable laws in effect from time
to time, and the Board of Directors has deemed such changes to be in the best
interests of the Fund's shareholders.
I. PROPOSAL TO REVISE THE FUNDAMENTAL POLICY REGARDING THE MAKING
OF LOANS.
33
The Hartford SmallCap Growth Fund currently has a fundamental policy
that states that generally the Fund may not make loans to other persons, but
contains either a general or a specific statement of the types of loans that the
Fund is nonetheless permitted to make. For example, this general prohibition is
qualified for the Fund by the statement that certain loans of the Fund's
portfolio securities will not be prohibited, in most cases, if such loans are
secured and do not exceed a certain percentage of the value of the Fund's total
assets. Also, the Fund's existing policy states that repurchase agreements and
acquisitions of certain debt securities will not be considered loans. The
Hartford Global Health Fund, The Hartford Global Technology Fund, The Hartford
Capital Appreciation Fund, The Hartford Stock Fund and The Hartford Disciplined
Equity Fund each 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 many otherwise be permitted from time to
time by regulatory authority.
The proposed fundamental policy is similar to the one currently in
place for each Fund, and would impose no limitations on a Fund's lending other
than those imposed by the 1940 Act and applicable regulation. The proposal is
intended to standardize the fundamental policies among the Hartford Fund Family
and to maximize the ability of the Funds 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 the 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.
If adopted by shareholders, this policy is not expected to alter the
investment practices of the Funds. Under current positions of the Commission
staff, no fund may lend securities with a value of greater than 33 1/3% of the
value of the fund's assets. If the staff alters its current positions regarding
portfolio lending to permit more flexibility, the proposed policy would allow
the Funds increased flexibility in portfolio lending without seeking shareholder
approval.
J. PROPOSAL TO ELIMINATE THE FUNDAMENTAL POLICY REGARDING SHORT
SALES.
THE HARTFORD SMALLCAP GROWTH FUND ONLY
This Fund is subject to a fundamental investment policy that it will
not make short sales, except for sales "against the box." While a short sale is
made by selling a security the Fund does not own, a short sale is "against the
box" to the extent that the Fund contemporaneously owns or has the right to
obtain securities identical to those sold short at no added cost.
A short sale involves the sale of a security that is borrowed from a
broker or other institution to complete the sale. If the shareholders of the
Fund approve this proposal, the noted policy will be eliminated for the Fund,
thereby permitting the Fund to engage in short sales. The federal regulatory
requirement that a Fund segregate certain of its assets against its exposure to
short-sales places a practical limit on the number of short-sales a Fund may
enter into. (This segregation requirement does not apply to short sales against
the box.) The proposed change would provide the Fund with additional flexibility
in pursuit of its investment
34
objectives and would bring its fundamental investment policies in line with the
other members of the Hartford Fund Family.
A Fund's use of short sales involves certain risks, including potential
losses if the market price of the security sold short increases between the date
when the Fund enters into the short position and the date when the Fund closes
the short position. (Those losses could theoretically be unlimited in a case
where a Fund was unable, for whatever reason, to close out its short position.)
In addition, short positions may result in a loss if a portfolio strategy
involving short sales is otherwise unsuccessful.
Although the proposed elimination of this fundamental policy by the
Fund would allow it to engage in short sales, the Fund does not currently intend
to do so. The Fund is currently subject to a non-fundamental investment
restriction prohibiting it from selling securities short or maintaining a short
position, except for short sales against the box. Although this policy may be
changed or eliminated by the Board of Directors without shareholder approval,
the Board of Directors has no current intention of doing so. In addition, the
Fund's investment adviser has no current intention of proposing any such change
to that non-fundamental investment restriction.
HIFSCO has recommended to the Board of Directors that this policy be
eliminated in order to provide flexibility to conduct the investment program of
the Fund in response to changing market conditions and circumstances consistent
with applicable laws in effect from time to time, without the expense and delay
associated with presenting the change to shareholders for approval at a
shareholders' meeting.
The Board of Directors does not expect to use this flexibility
frequently. However, the directors would be in a position to change a policy in
circumstances when a change, in the directors' judgment, would be in the best
interests of the Fund's shareholders.
K. PROPOSAL TO REVISE FUNDAMENTAL POLICES REGARDING INVESTMENTS
WITHIN CERTAIN INDUSTRIES.
THE HARTFORD GLOBAL HEALTH FUND AND THE HARTFORD GLOBAL TECHNOLOGY FUND ONLY
Each of The Hartford Global Health Fund and The Hartford Global
Technology Fund focuses its investments in a particular industry sector. The
Funds have adopted the following policies:
The Hartford Global Health Fund normally invests at least 25% of its
total assets, in the aggregate, in the following industries: pharmaceuticals,
medical products, and health services.
The Hartford Global Technology 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 propose modifying their fundamental policies to reflect
industry groupings more precisely. The modified policies would read as follows:
The Hartford Global Health 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 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 experience adverse
35
changes, and it may be more volatile than one whose investments are more broadly
distributed among industries.
The Hartford Global Health Fund is subject to certain risks due to its
investments in the health sector. Health care products and services are
generally subject to government regulation, and changes in laws or regulations
could adversely impact the market value of those securities and the Fund's
overall performance. Government regulation could have a significant, adverse
impact on the price and availability of a company's products and services.
Lawsuits and regulatory proceedings which may be brought against the issuers of
securities could also adversely impact the market value of securities and the
Fund's overall performance. Companies in the biotechnology industry are subject
to similar risks, and can be significantly affected by patent considerations,
intense competition, rapid technological change and obsolescence, and government
regulation.
The Hartford Global Technology Fund is subject to certain risks due to
its investments in the technology sector. Competition in the sector may cause
technology companies to cut prices significantly, which can adversely affect the
profitability of companies that make up the Fund's portfolio. In addition,
because of rapid technological developments, products or services which are
offered by technology companies may become obsolete or may be produced for a
relatively short time, which could adversely affect the price of securities of
issuers in the sector. Issuers in the technology hardware and commercial
services and supplies industries are subject to many of the same risks. In
addition, issuers in the commercial services and supplies industries can be
significantly affected by the ability to attract and retain skilled employees,
and the risk that business organizations may seek alternative, cost-effective
means to meet their needs.
RECOMMENDED SHAREHOLDER ACTION AND REQUIRED VOTE.
The Boards of Directors recommend that shareholders vote for each of
the foregoing proposals. Approval by a Fund of the foregoing proposals requires
the affirmative vote of a "majority of the outstanding voting securities" of the
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. Approval by the shareholders of any of the individual items of this
Proposal III will be effective regardless of the outcome of shareholder voting
in connection with Proposals I or II or any of the other items of this Proposal
III.
INDEPENDENT AUDITORS
Upon the recommendation of the Audit Committee, the Boards selected the
firm of Ernst & Young LLP ("E&Y") as independent auditors of the Companies for
the fiscal year ending October 31, 2004. E&Y served as independent auditors of
the Companies for the fiscal years ended October 31, 2003 and 2002.
The Boards of Directors for each Company has adopted and approved a
formal written charter for the Audit Committee, which sets forth the Audit
Committee's current responsibilities. The Audit Committee reviews both the audit
and non-audit work of the Companies' independent auditors, submits a
recommendation to the Board as to the selection of independent auditors, and
pre-approves (i) all audit and non-audit services to be rendered by the auditors
for the Companies, (ii) all audit services provided to HIFSCO, or any affiliate
thereof that provides ongoing services to the Company, relating to the
operations and financial reporting of the Companies, and (iii) all non-audit
services relating to the operations and financial reporting of the Companies,
provided to HIFSCO, or any affiliate thereof that provides ongoing services to
the Companies by any auditors with an ongoing relationship with the Companies.
Audit Fees. The aggregate fees billed by E&Y for professional services
rendered for the audit of The Hartford Mutual Funds, Inc.'s annual financial
statements for the fiscal years ended October 31, 2002
36
and 2003 were $365,494 and $438,300, respectively. The aggregate fees billed by
E&Y for professional services rendered for the audit of The Hartford Mutual
Funds II, Inc.'s annual financial statements for the fiscal years ended October
31, 2002 and 2003 were $45,173 and $48,700, respectively.
Audit-Related Fees. No fees were billed by E&Y for professional
services rendered that are related to the audit of the Companies' annual
financial statements but not reported under "Audit-Fees" above for the fiscal
years ended October 31, 2002 and 2003. Aggregate fees in the amount of $32,500
and $35,750 for the fiscal years ended October 31, 2002 and 2003, respectively,
were billed by E&Y to HIFSCO, or an affiliate thereof that provides ongoing
services to the Company, relating to the operations and financial reporting of
the Company. These fees relate to an annual review of internal controls, as
required by regulation, for Hartford Administrative Services Company ("HASCO"),
an affiliate which provides transfer agency services to the Company and over 30
other mutual funds in the Hartford Fund Family.
Tax Fees. The aggregate fees billed by E&Y for professional services
rendered for tax compliance, tax advice and tax planning to The Hartford Mutual
Funds, Inc. for the fiscal years ended October 31, 2002 and 2003 were $101,549
and $78,300, respectively. The aggregate fees billed by E&Y for professional
services rendered for tax compliance, tax advice and tax planning to The
Hartford Mutual Funds II, Inc. for the fiscal years ended October 31, 2002 and
2003 were $12,551 and $8,700, respectively. No fees were billed by E&Y for such
services rendered to HIFSCO, or an affiliate thereof that provides ongoing
services to the Companies, relating to the operations and financial reporting of
the Companies and subject to pre-approval by the Audit Committee, for the fiscal
years ended October 31, 2002 and 2003.
All Other Fees. No fees were billed by E&Y for professional services
rendered for products and services other than those described above for the
fiscal years ended October 31, 2002 and 2003, nor were any fees billed by E&Y
for such services rendered to HIFSCO, or an affiliate thereof that provides
ongoing services to the Companies, relating to the operations and financial
reporting of the Companies and subject to pre-approval by the Audit Committee,
for those fiscal years.
The Audit Committee has considered whether the services described above
are compatible with E&Y's independence. The Audit Committee has also considered
whether the provision of all other non-audit services rendered to HIFSCO, or an
affiliate thereof that provides ongoing services to the Companies, is compatible
with maintaining E&Y's independence. The Audit Committee has adopted
pre-approval policies and procedures pursuant to which the engagement of any
accountant is approved. Such procedures govern the ways in which the Audit
Committee will pre-approve audit and various categories of non-audit services
that the auditor provides to the Companies and to the Companies' investment
adviser and to affiliates of the adviser that provide ongoing services to the
Companies. In accordance with this policy, the Audit Committee has given its
approval for the provision of audit services by E&Y for the fiscal year ending
October 31, 2004 and has also given its general pre-approval for the provision
by E&Y of certain types of audit-related, tax and permitted non-audit services.
Services which have not received pre-approval must receive specific approval by
the Audit Committee. The Audit Committee is informed of each such engagement in
a timely manner, and such procedures do not include delegation of the Audit
Committee's responsibilities to management. Pre-approval has not been waived in
respect of services described under "Audit-Related Fees," "Tax Fees" and "All
Other Fees," since the pre-approval procedures were adopted by the Audit
Committee.
The aggregate non-audit fees billed by E&Y for services rendered to The
Hartford Mutual Funds, Inc. and to HIFSCO, or an affiliate thereof that provides
ongoing services to the Company, for the fiscal years ended October 31, 2002 and
2003, amounted to $130,474 and $110,475, respectively. The aggregate non-audit
fees billed by E&Y for services rendered to The Hartford Mutual Funds II, Inc.
and to HIFSCO, or an affiliate thereof that provides ongoing services to the
Company, for the fiscal years ended October 31, 2002 and 2003, amounted to
$16,126 and $12,275, respectively.
37
Representatives of E&Y are not expected to be present at the meeting,
but will be given the opportunity to make a statement if they so desire and will
be available should any matter arise requiring their presence.
EXECUTIVE OFFICERS OF THE COMPANY
Information about each executive officer's position and term of office
with the Companies and business experience during at least the past five years
is set forth below. Unless otherwise indicated, all positions have been held
more than five years. Compensation paid to the executive officers of the
Companies is paid by The Hartford Financial Services Group, Inc. ("The
Hartford") or its affiliates. No executive officer receives any compensation
from the Companies.
POSITION HELD WITH EACH TERM OF OFFICE* AND LENGTH PRINCIPAL OCCUPATION(S)
NAME, AGE AND ADDRESS COMPANY OF TIME SERVED DURING PAST 5 YEARS
--------------------- ------- -------------- -------------------
DAVID M. ZNAMIEROWSKI President and Director(3) Since 1999(1) Mr. Znamierowski currently
(age 43) Since 2001(2) serves as President of
c/o Hartford Mutual Funds Hartford Investment
P.O. Box 2999 Management, Senior Vice
Hartford, CT 06104-2999 President for Hartford Life,
Inc., and Senior Vice
President and Chief
Investment Officer for
Hartford Life Insurance
Company. Mr. Znamierowski is
also a Managing Member and
Senior Vice President of
HIFSCO and HL Advisors. Mr.
Znamierowski is Group Senior
Vice President and Chief
Investment Officer for The
Hartford. In addition, he
serves as President and
Director of Hartford Series
Fund, Inc. and President of
The Hartford Income Shares
Fund, Inc. and Hartford HLS
Series Fund II, Inc.
ROBERT W. BELTZ, JR. Vice President Since 2002(1) Mr. Beltz currently serves as
(age 54) Since 1993(2) Vice President Securities
500 Bielenberg Drive Operations of HASCO. Since
Woodbury, MN 55125 December 2001, he has served
as Assistant Vice President
of Hartford Life Insurance
Company. In addition, he is a
Vice President of The
Hartford Income Shares Fund,
Inc., Hartford Series Fund,
Inc. and Hartford HLS Series
Fund II, Inc.
38
POSITION HELD WITH EACH TERM OF OFFICE* AND LENGTH PRINCIPAL OCCUPATION(S)
NAME, AGE AND ADDRESS COMPANY OF TIME SERVED DURING PAST 5 YEARS
--------------------- ------- -------------- -------------------
KEVIN J. CARR Vice President and Since 1996(1) Mr. Carr has served as The
(age 49) Secretary Since 2001(2) Hartford's Assistant General
c/o Hartford Mutual Funds Counsel since 1999, Counsel
P.O. Box 2999 since November 1996 and
Hartford, CT 06104-2999 Associate Counsel since
November 1995. Mr. Carr is
also Vice President and
Assistant Secretary of HL
Advisors and HIFSCO and
Assistant Secretary of
Hartford Investment. He is
also Vice President and
Secretary of The Hartford
Income Shares Fund, Inc.,
Hartford Series Fund, Inc.
and Hartford HLS Series Fund
II, Inc.
WILLIAM H. DAVISON, JR. Vice President Since 2002 Mr. Davison is a Managing
(age 46) Director and Director of the
c/o Hartford Mutual Funds Funds Management Group of
P.O. Box 2999 Hartford Investment. Mr.
Hartford, CT 06104-2999 Davison is also a Senior Vice
President of HIFSCO and HL
Advisors. In addition, he
serves as a Vice President of
The Hartford Income Shares
Fund, Inc., Hartford Series
Fund, Inc. and Hartford HLS
Series Fund II, Inc.
TAMARA L. FAGELY
(age 45) Vice President, Controller Since 2002(1) Ms. Fagely has been Vice
500 Bielenberg Drive and Treasurer Since 1993(2) President of HASCO since
Woodbury, MN 55125 1998. Prior to 1998, she was
Second Vice President of
HASCO. Since December 2001,
she has served as Assistant
Vice President of Hartford
Life Insurance Company. In
addition, she is Controller
of HIFSCO and Vice President,
Controller and Treasurer of
The Hartford Income Shares
Fund, Inc. and Vice President
of Hartford Series Fund, Inc.
and Hartford HLS Series Fund
II, Inc.
BRUCE FERRIS Vice President Since 2002 Mr. Ferris serves as Senior
(age 45) Vice President and a Director
c/o Hartford Mutual Funds of Sales and Marketing in the
P.O. Box 2999 Investment Products Division
Hartford, CT 06104-2999 of Hartford Life Insurance
Company. He is also a Managing
Member of HL Advisors. In
addition, Mr. Ferris is Vice
President of The Hartford
Income Shares Fund, Inc.,
Hartford Series Fund, Inc. and
Hartford HLS Series Fund II,
Inc.
MARY JANE FORTIN Vice President Since 2003 Ms. Fortin is Senior Vice
(age 39) President and Director of
c/o Hartford Mutual Funds Mutual Funds and 529
39
POSITION HELD WITH EACH TERM OF OFFICE* AND LENGTH PRINCIPAL OCCUPATION(S)
NAME, AGE AND ADDRESS COMPANY OF TIME SERVED DURING PAST 5 YEARS
--------------------- ------- -------------- -------------------
P.O. Box 2999 Programs for Hartford Life. In
Hartford, CT 06104-2999 addition, she is a Vice
President of The Hartford
Income Shares Fund, Inc.,
Hartford Series Fund, Inc. and
Hartford HLS Series Fund II,
Inc. Previously, Ms. Fortin
served as Senior Vice
President and Chief Accounting
Officer of Hartford Life. She
joined Hartford Life in 1997.
GEORGE R. JAY Vice President Since 1996(1) Mr. Jay serves as Assistant
(age 51) Since 2001(2) Vice President of Hartford
c/o Hartford Mutual Funds Life Insurance Company's
P.O. Box 2999 Equity Products Department. He
Hartford, CT 06104-2999 is also Controller of HL
Advisors and Vice President,
Controller and Treasurer of
Hartford Series Fund, Inc. and
Hartford HLS Series Fund II,
Inc. In addition, he is Vice
President of The Hartford
Income Shares Fund, Inc.
STEPHEN T. JOYCE Vice President Since 2000(1) Mr. Joyce currently serves as
(age 44) Since 2001(2) Senior Vice President and
c/o Hartford Mutual Funds Director of the Institutional
P.O. Box 2999 Products Group for Hartford
Hartford, CT 06104-2999 Life Insurance Company. Mr.
Joyce is also a Senior Vice
President of HL Advisors and a
Vice President of The Hartford
Income Shares Fund, Inc.,
Hartford Series Fund, Inc. and
Hartford HLS Series Fund II,
Inc. Previously he served as
Vice President (1997-1999) and
Assistant Vice President
(1994-1997) of Hartford Life
Insurance Company.
DAVID N. LEVENSON Vice President Since 2000(1) Mr. Levenson serves as Senior
(age 37) Since 2001(2) Vice President of Hartford
c/o Hartford Mutual Funds Life Insurance Company's
P.O. Box 2999 Retail Product Management
Hartford, CT 06104-2999 Group and is responsible for
all retail product management
and profitability. Mr.
Levenson is also a Senior Vice
President of HIFSCO. In
addition, he serves as Vice
President of The Hartford
Income Shares Fund, Inc.,
Hartford Series Fund, Inc. and
Hartford HLS Series Fund II,
Inc. Mr. Levenson joined The
Hartford in 1995.
40
POSITION HELD WITH EACH TERM OF OFFICE* AND LENGTH PRINCIPAL OCCUPATION(S)
NAME, AGE AND ADDRESS COMPANY OF TIME SERVED DURING PAST 5 YEARS
--------------------- ------- -------------- -------------------
JOHN C. WALTERS Vice President Since 2000(1) Mr. Walters serves as
(age 41) Since 2001(2) Executive Vice President and
c/o Hartford Mutual Funds Director of the Investment
P.O. Box 2999 Products Division of Hartford
Hartford, CT 06104-2999 Life Insurance Company. Mr.
Walters is also a Managing
Member and Executive Vice
President of HIFSCO and HL
Advisors. In addition, he is a
Vice President of The Hartford
Income Shares Fund, Inc.,
Hartford Series Fund, Inc. and
Hartford HLS Series Fund II,
Inc. Previously, Mr. Walters
was with First Union
Securities.
(1) For The Hartford Mutual Funds, Inc.
(2) For The Hartford Mutual Funds II, Inc.
(3) Mr. Znamierowski is a director of The Hartford Mutual Funds, Inc. but is
not a director of The Hartford Mutual Funds II, Inc.
*Term of Office: Each officer and director may serve until his or her successor
is elected and qualifies.
OTHER MATTERS
Management does not intend to present any business to the meeting not
mentioned in this Proxy Statement and currently knows of no other business to be
presented. If any other matters are brought before the meeting, the persons
named as proxies will vote on such matters in accordance with their judgment of
the best interests of the Companies.
SHAREHOLDER PROPOSALS
The Funds are not required to hold annual meetings of shareholders and
currently do not intend to hold such meetings unless shareholder action is
required in accordance with the 1940 Act. A shareholder proposal to be
considered for inclusion in the proxy statement at any subsequent meeting of
shareholders must be submitted to the relevant Company at the address above at a
reasonable time before the proxy statement for that meeting is mailed. Whether a
proposal is submitted in the proxy statement will be determined in accordance
with applicable federal and state laws. The timely submission of a proposal does
not guarantee its inclusion.
/s/ Kevin J. Carr
Dated: April 15, 2004 Kevin J. Carr, Secretary
41
APPENDIX A
FUND SHARES OUTSTANDING ON THE RECORD DATE
SHARES OUTSTANDING ON
FUND CLASS RECORD DATE
---- ----- -----------
A-1
APPENDIX B
BENEFICIAL OWNERS OF FUND SHARES*
CLASS A CLASS B CLASS C CLASS Y
------- ------- ------- -------
AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS
ADVISERS FUND OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
------------- --------- ----- --------- ----- --------- ----- --------- -----
Edward D Jones & Co 66.04% 21.04% 10.42%
Attn: Mutual Fund Shareholder
Accounting
201 Progress Pkwy
Maryland Hts MO 63043-3009
Citigroup Global Markets, Inc. 8.27%
House Account 00109801250
Attn: Peter Booth 7th Floor
333 W 34th St
New York NY 10001-2402
West Virginia Savings Plan 86.47%
Trustee
FBO Wst Virginia Savings Plan
Trust
Dtd 02/20/2002
Attn Marilyn Orr
500 Bielenberg Dr
Woodbury MN 55125-4401
Saxon & Co 5.17%
FBO 20-42-002-3500605
PO Box 7780-1888
Philadelphia PA 19182-0001
CLASS A CLASS B CLASS C CLASS Y
------- ------- ------- -------
AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS
CAPITAL APPRECIATION FUND OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
------------------------- --------- ----- --------- ----- --------- ----- --------- -----
Edward D Jones & Co 43.09% 13.36%
Attn: Mutual Fund Shareholder
Accounting
201 Progress Pkwy
Maryland Hts MO 63043-3009
Citigroup Global Markets, Inc. 6.12% 6.46%
House Account 00109801250
Attn: Peter Booth 7th Floor
333 W 34th St
New York NY 10001-2402
B-1
CLASS A CLASS B CLASS C CLASS Y
------- ------- ------- -------
AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS
CAPITAL APPRECIATION FUND OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
------------------------- --------- ----- --------- ----- --------- ----- --------- -----
West Virginia Savings Plan 73.76%
Trustee
FBO Wst Virginia Savings Plan
Trust
Dtd 02/20/2002
Attn Marilyn Orr
500 Bielenberg Dr
Woodbury MN 55125-4401
CLASS A CLASS B CLASS C CLASS Y
------- ------- ------- -------
AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS
DISCIPLINED EQUITY FUND OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
----------------------- --------- ----- --------- ----- --------- ----- --------- -----
Edward D Jones & Co 73.07% 34.43% 17.93%
Attn: Mutual Fund Shareholder
Accounting
201 Progress Pkwy
Maryland Hts MO 63043-3009
Dena G. Willmore 26.64%
c/o Wellington Mgmt
S Rossi
75 State Street
Boston MA 02109-1814
CLASS A CLASS B CLASS C CLASS Y
------- ------- ------- -------
AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS
DIVIDEND AND GROWTH FUND OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
------------------------ --------- ----- --------- ----- --------- ----- --------- -----
Edward D Jones & Co 71.94% 31.20% 10.54%
Attn: Mutual Fund Shareholder
Accounting
201 Progress Pkwy
Maryland Hts MO 63043-3009
Citigroup Global Markets, Inc. 5.96%
House Account 00109801250
Attn: Peter Booth 7th Floor
333 W 34th St
New York NY 10001-2402
West Virginia Savings Plan 73.55%
Trustee
FBO Wst Virginia Savings Plan
Trust
Dtd 02/20/2002
Attn Marilyn Orr
500 Bielenberg Dr
Woodbury MN 55125-4401
B-2
CLASS A CLASS B CLASS C CLASS Y
------- ------- ------- -------
AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS
DIVIDEND AND GROWTH FUND OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
------------------------ --------- ----- --------- ----- --------- ----- --------- -----
Okabena Partnership C 13.44%
5140 Wells Fargo Center
90 S 7th St
Minneapolis MN 55402-3903
Hartford Life Insurance 10.50%
Company
c/o Greg Bubnash A3 East
200 Hopmeadow Street
Simsbury CT 06089-9793
CLASS A CLASS B CLASS C CLASS Y
------- ------- ------- -------
AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS
EQUITY INCOME FUND OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
------------------ --------- ----- --------- ----- --------- ----- --------- -----
Edward D Jones & Co 67.37% 36.79%
Attn: Mutual Fund Shareholder
Accounting
201 Progress Pkwy
Maryland Hts MO 63043-3009
NFSC FEBO # STL-170542 7.34%
Myrtis L Nims
9924 Debra Dr
River Ridge LA 70123-1564
Hartford Life Insurance Company 99.99%
Attn: Mark Strogoff
PO Box 2999
Hartford CT 06104-2999
CLASS A CLASS B CLASS C CLASS Y
------- ------- ------- -------
AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS
FOCUS FUND OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
---------- --------- ----- --------- ----- --------- ----- --------- -----
Edward D Jones & Co 41.51% 15.47%
Attn: Mutual Fund Shareholder
Accounting
201 Progress Pkwy
Maryland Hts MO 63043-3009
Rand L. Alexander 20.14%
c/o Wellington Mgmt
S Rossi
75 State Street
Boston MA 02109-1814
B-3
CLASS A CLASS B CLASS C CLASS Y
------- ------- ------- -------
AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS
FOCUS FUND OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
---------- --------- ----- --------- ----- --------- ----- --------- -----
Duncan M. McFarland 14.04%
c/o Wellington Mgmt
S Rossi
75 State Street
Boston MA 02109-1814
Phillip H. Perelmuter 12.08%
c/o Wellington Mgmt
S Rossi
75 State Street
Boston MA 02109-1814
Kent M. Stahl 6.44%
c/o Wellington Mgmt
S Rossi
75 State Street
Boston MA 02109-1814
Maya K. Bittar 6.30%
c/o Wellington Mgmt
S Rossi
75 State Street
Boston MA 02109-1814
CLASS A CLASS B CLASS C CLASS Y
------- ------- ------- -------
AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS
GLOBAL COMMUNICATIONS FUND OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
- -------------------------- --------- ----- --------- ----- --------- ----- --------- -----
HL Investment Advisors 45.72%
Attn Greg Bubnash
PO Box 2999
Wing A-3
Hartford CT 06104-2999
Edward D Jones & Co 18.88% 7.83%
Attn: Mutual Fund Shareholder
Accounting
201 Progress Pkwy
Maryland Hts MO 63043-3009
Robert W Baird & Co. Inc. 5.18%
A/C 4557-6994
777 East Wisconsin Avenue
Milwaukee WI 53202-5300
Richard C. Albright Jr 51.49%
c/o Wellington Mgmt
S Rossi
75 State Street
Boston MA 02109-1814
B-4
CLASS A CLASS B CLASS C CLASS Y
------- ------- ------- -------
AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS
GLOBAL COMMUNICATIONS FUND OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
- -------------------------- --------- ----- --------- ----- --------- ----- --------- -----
Nilesh P. Undavia 18.38%
c/o Wellington Mgmt
S Rossi
75 State Street
Boston MA 02109-1814
Amy L. Donovan 7.81%
c/o Wellington Mgmt
S Rossi
75 State Street
Boston MA 02109-1814
CLASS A CLASS B CLASS C CLASS Y
------- ------- ------- -------
AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS
GLOBAL FINANCIAL SERVICES FUND OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
- ------------------------------ --------- ----- --------- ----- --------- ----- --------- -----
HL Investment Advisors 52.69%
Attn Greg Bubnash
PO Box 2999
Wing A-3
Hartford CT 06104-2999
Edward D Jones & Co 24.76% 14.08%
Attn: Mutual Fund Shareholder
Accounting
201 Progress Pkwy
Maryland Hts MO 63043-3009
Mark T. Lynch 60.74%
c/o Wellington Mgmt
S Rossi
75 State Street
Boston MA 02109-1814
Frances R. Watler 9.75%
c/o Wellington Mgmt
S Rossi
75 State Street
Boston MA 02109-1814
Elizabeth J. LaPlante 5.21%
c/o Wellington Mgmt
S Rossi
75 State Street
Boston MA 02109-1814
B-5
CLASS A CLASS B CLASS C CLASS Y
------- ------- ------- -------
AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS
GLOBAL HEALTH FUND OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
------------------ --------- ----- --------- ----- --------- ----- --------- -----
Edward D Jones & Co 43.93% 13.89%
Attn: Mutual Fund Shareholder
Accounting
201 Progress Pkwy
Maryland Hts MO 63043-3009
Citigroup Global Markets, Inc. 7.99%
House Account 00109801250
Attn: Peter Booth 7th Floor
333 W 34th St
New York NY 10001-2402
Joseph H. Schwartz 20.99%
c/o Wellington Mgmt
S Rossi
75 State Street
Boston MA 02109-1814
Lisa W. Waldie 9.77%
c/o Wellington Mgmt
S Rossi
75 State Street
Boston MA 02109-1814
Lisa D. Finkel 5.02%
c/o Wellington Mgmt
S Rossi
75 State Street
Boston MA 02109-1814
CLASS A CLASS B CLASS C CLASS Y
------- ------- ------- -------
AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS
GLOBAL LEADERS FUND OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
------------------- --------- ----- --------- ----- --------- ----- --------- -----
Edward D Jones & Co 39.15% 20.67% 10.06%
Attn: Mutual Fund Shareholder
Accounting
201 Progress Pkwy
Maryland Hts MO 63043-3009
Citigroup Global Markets, Inc. 5.74%
House Account 00109801250
Attn: Peter Booth 7th Floor
333 W 34th St
New York NY 10001-2402
B-6
CLASS A CLASS B CLASS C CLASS Y
------- ------- ------- -------
AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS
GLOBAL LEADERS FUND OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
------------------- --------- ----- --------- ----- --------- ----- --------- -----
West Virginia Savings Plan 100%
Trustee
FBO Wst Virginia Savings Plan
Trust
Dtd 02/20/2002
Attn Marilyn Orr
500 Bielenberg Dr
Woodbury MN 55125-4401
CLASS A CLASS B CLASS C CLASS Y
------- ------- ------- -------
AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS
GLOBAL TECHNOLOGY FUND OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
---------------------- --------- ----- --------- ----- --------- ----- --------- -----
Edward D Jones & Co 34.15% 9.54%
Attn: Mutual Fund Shareholder
Accounting
201 Progress Pkwy
Maryland Hts MO 63043-3009
Citigroup Global Markets, Inc. 19.19%
House Account 00109801250
Attn: Peter Booth 7th Floor
333 W 34th St
New York NY 10001-2402
Richard C. Albright Jr 13.39%
c/o Wellington Mgmt
S Rossi
75 State Street
Boston MA 02109-1814
Billy P. Han 9.15%
c/o Wellington Mgmt
S Rossi
75 State Street
Boston MA 02109-1814
CLASS A CLASS B CLASS C CLASS Y
------- ------- ------- -------
AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS
GROWTH OPPORTUNITIES FUND OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
------------------------- --------- ----- --------- ----- --------- ----- --------- -----
Edward D Jones & Co 22.17% 5.99%
Attn: Mutual Fund Shareholder
Accounting
201 Progress Pkwy
Maryland Hts MO 63043-3009
B-7
CLASS A CLASS B CLASS C CLASS Y
------- ------- ------- -------
AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS
GROWTH OPPORTUNITIES FUND OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
------------------------- --------- ----- --------- ----- --------- ----- --------- -----
HL Investment Advisors 97.56%
Attn Greg Bubnash
PO Box 2999
Wing A-3
Hartford CT 06104-2999
CLASS A CLASS B CLASS C CLASS Y
------- ------- ------- -------
AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS
HIGH YIELD FUND OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
--------------- --------- ----- --------- ----- --------- ----- --------- -----
Edward D Jones & Co 45.39% 18.18% 5.53%
Attn: Mutual Fund Shareholder
Accounting
201 Progress Pkwy
Maryland Hts MO 63043-3009
Citigroup Global Markets, Inc. 7.62%
House Account 00109801250
Attn: Peter Booth 7th Floor
333 W 34th St
New York NY 10001-2402
HL Investment Advisors 100%
Attn Greg Bubnash
PO Box 2999
Wing A-3
Hartford CT 06104-2999
CLASS A CLASS B CLASS C CLASS Y
------- ------- ------- -------
AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS
INCOME FUND OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
----------- --------- ----- --------- ----- --------- ----- --------- -----
Hartford Life Insurance
Company 44.49%
c/o Mark Strogoff
PO Box 2999
Hartford CT 06104-2999
Edward D Jones & Co 20.83% 25.80%
Attn: Mutual Fund Shareholder
Accounting
201 Progress Pkwy
Maryland Hts MO 63043-3009
B-8
CLASS A CLASS B CLASS C CLASS Y
------- ------- ------- -------
AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS
INCOME FUND OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
----------- --------- ----- --------- ----- --------- ----- --------- -----
First Clearing, LLC 9.28%
A/C 7100-6363
Scoles Revocable Living Trust
Samuel H Scoles &
P.O. Box 77
Paramount CA 90723-0077
CLASS A CLASS B CLASS C CLASS Y
------- ------- ------- -------
AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS
INFLATION PLUS FUND OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
------------------- --------- ----- --------- ----- --------- ----- --------- -----
Citigroup Global Markets, Inc. 7.19% 11.87% 12.75%
House Account 00109801250
Attn: Peter Booth 7th Floor
333 W 34th St
New York NY 10001-2402
Edward D Jones & Co 5.86%
Attn: Mutual Fund Shareholder
Accounting
201 Progress Pkwy
Maryland Hts MO 63043-3009
MLPF&S for the Sole Benefit of 5.18% 5.89%
Its Customers
Attn Fund Administration
4800 Deer Lake Dr E Fl 3
Jacksonville FL 32246-6484
CLASS A CLASS B CLASS C CLASS Y
------- ------- ------- -------
AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
INTERNATIONAL CAPITAL BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS
APPRECIATION FUND OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
--------------------- --------- ----- --------- ----- --------- ----- --------- -----
Edward D Jones & Co 23.04% 15.12%
Attn: Mutual Fund Shareholder
Accounting
201 Progress Pkwy
Maryland Hts MO 63043-3009
MLPF&S for the Sole Benefit of 10.29%
Its Customers
Attn Fund Administration
4800 Deer Lake Dr E Fl 3
Jacksonville FL 32246-6484
B-9
CLASS A CLASS B CLASS C CLASS Y
------- ------- ------- -------
AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
INTERNATIONAL CAPITAL BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS
APPRECIATION FUND OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
--------------------- --------- ----- --------- ----- --------- ----- --------- -----
HL Investment Advisors 100%
Attn Greg Bubnash
PO Box 2999
Wing A-3
Hartford CT 06104-2999
CLASS A CLASS B CLASS C CLASS Y
------- ------- ------- -------
AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
INTERNATIONAL OPPORTUNITIES BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS
FUND OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
- --------------------------- --------- ----- --------- ----- --------- ----- --------- -----
Edward D Jones & Co 53.99% 17.40% 7.32%
Attn: Mutual Fund Shareholder
Accounting
201 Progress Pkwy
Maryland Hts MO 63043-3009
Saxon & Co 38.62%
FBO 20-42-002-3500639
PO Box 7780-1888
Philadelphia PA 19182-0001
Hartford Life Insurance Company 30.95%
c/o Greg Bubnash A3 East
200 Hopmeadow Street
Simsbury CT 06089-9793
Oster & Co 9.61%
PO Box 1338
Victoria TX 77902-1338
Sibley & Co 5.25%
PO Box 1338
Victoria TX 77902-1338
CLASS A CLASS B CLASS C CLASS Y
------- ------- ------- -------
AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
INTERNATIONAL SMALL COMPANY BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS
FUND OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
--------------------------- --------- ----- --------- ----- --------- ----- --------- -----
Edward D Jones & Co 16.18% 7.03%
Attn: Mutual Fund Shareholder
Accounting
201 Progress Pkwy
Maryland Hts MO 63043-3009
B-10
CLASS A CLASS B CLASS C CLASS Y
------- ------- ------- -------
AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
INTERNATIONAL SMALL COMPANY BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS
FUND OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
--------------------------- --------- ----- --------- ----- --------- ----- --------- -----
Louis R Benzak and Calvert 11.60%
Collins
Ttees FBO Chandler Cox Trust
No 13
dtd 08/13/1951
125 Worth Ave Ste 204
Palm Beach FL 33480-4466
Raymond James & Assoc Inc 11.24%
FBO Brasier Tr
Bin# 50239565
880 Carillon Pkwy
St Petersburg FL 33716-1100
RBC Dain Rauscher 5.27%
Boog-Scott Fam Ltd Partnership
John Boog-Scott Gen'l Partner
4232 Danmire
Richardson TX 75082-3758
NFSC FEBO # 125-678317 46.54%
Fmt Co Cust R/O IRA
FBO Tim Earl Gill
461 Race St
Denver CO 80206-4141
Wilmington Trust Co Cust 10.90%
W/Peel Partnership LPI-A Del LP
Acct 55776-0
c/o Mutual Funds
PO Box 8882
Wilmington DE 19899-8882
NFSC CUST 5.34%
FBO # U19-000019
Trust Operations - Reinvest
1555 N River Center Ste 210
Milwaukee WI 53212-3958
CLASS A CLASS B CLASS C CLASS Y
------- ------- ------- -------
AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS
MIDCAP FUND OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
----------- --------- ----- --------- ----- --------- ----- --------- -----
Edward D Jones & Co 39.63% 16.42%
Attn: Mutual Fund Shareholder
Accounting
201 Progress Pkwy
Maryland Hts MO 63043-3009
B-11
CLASS A CLASS B CLASS C CLASS Y
------- ------- ------- -------
AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS
MIDCAP FUND OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
----------- --------- ----- --------- ----- --------- ----- --------- -----
Citigroup Global Markets, Inc. 5.54% 8.48%
House Account 00109801250
Attn: Peter Booth 7th Floor
333 W 34th St
New York NY 10001-2402
West Virginia Savings Plan 41.32%
Trustee
FBO Wst Virginia Savings Plan
Trust
Dtd 02/20/2002
Attn Marilyn Orr
500 Bielenberg Dr
Woodbury MN 55125-4401
NFSC FEBO # X25-098183 15.42%
Tim Earl Gill
461 Race St
Denver CO 80206-4141
Hartford Life Insurance Company 14.77%
c/o Greg Bubnash A3 East
200 Hopmeadow Street
Simsbury, CT 06089-9793
American Express Trust Co FBO 5.42%
American Express Tr Retirement
Plan
50534 AXP Financial Ctr
Minneapolis MN 55474-0505
CLASS A CLASS B CLASS C CLASS Y
------- ------- ------- -------
AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS
MIDCAP VALUE FUND OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
---------------- --------- ----- --------- ----- --------- ----- --------- -----
Edward D Jones & Co 56.60% 18.06%
Attn: Mutual Fund Shareholder
Accounting
201 Progress Pkwy
Maryland Hts MO 63043-3009
HL Investment Advisors 100%
Attn Greg Bubnash
PO Box 2999
Wing A-3
Hartford CT 06104-2999
B-12
CLASS A CLASS B CLASS C CLASS Y
------- ------- ------- -------
AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS
MONEY MARKET FUND OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
----------------- --------- ----- --------- ----- --------- ----- --------- -----
Edward D Jones & Co 7.40% 7.33% 5.04%
Attn: Mutual Fund Shareholder
Accounting
201 Progress Pkwy
Maryland Hts MO 63043-3009
Citigroup Global Markets, Inc. 5.64%
House Account 00109801250
Attn: Peter Booth 7th Floor
333 W 34th St
New York NY 10001-2402
West Virginia Savings Plan 100%
Trustee
FBO Wst Virginia Savings Plan
Trust
Dtd 02/20/2002
Attn Marilyn Orr
500 Bielenberg Dr
Woodbury MN 55125-4401
CLASS A CLASS B CLASS C CLASS Y
------- ------- ------- -------
AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS
SHORT DURATION FUND OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
------------------- --------- ----- --------- ----- --------- ----- --------- -----
Edward D Jones & Co 13.59%
Attn: Mutual Fund Shareholder
Accounting
201 Progress Pkwy
Maryland Hts MO 63043-3009
CLASS A CLASS B CLASS C CLASS Y
------- ------- ------- -------
AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS
SMALLCAP GROWTH FUND OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
-------------------- --------- ----- --------- ----- --------- ----- --------- -----
Edward D Jones & Co 19.77% 6.19%
Attn: Mutual Fund Shareholder
Accounting
201 Progress Pkwy
Maryland Hts MO 63043-3009
Citigroup Global Markets, Inc. 6.75% 10.00%
House Account 00109801250
Attn: Peter Booth 7th Floor
333 W 34th St
New York NY 10001-2402
B-13
CLASS A CLASS B CLASS C CLASS Y
------- ------- ------- -------
AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS
SMALLCAP GROWTH FUND OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
-------------------- --------- ----- --------- ----- --------- ----- --------- -----
HL Investment Advisors 97.56%
Attn Greg Bubnash
PO Box 2999
Wing A-3
Hartford CT 06104-2999
CLASS A CLASS B CLASS C CLASS Y
------- ------- ------- -------
AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS
SMALL COMPANY FUND OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
------------------ --------- ----- --------- ----- --------- ----- --------- -----
Edward D Jones & Co 38.75% 9.26% 6.78%
Attn: Mutual Fund Shareholder
Accounting
201 Progress Pkwy
Maryland Hts MO 63043-3009
Citigroup Global Markets, Inc. 5.90% 5.78%
House Account 00109801250
Attn: Peter Booth 7th Floor
333 W 34th St
New York NY 10001-2402
Hartford Life Insurance
Company 65.23%
c/o Greg Bubnash A3 East
200 Hopmeadow Street
Simsbury, CT 06089-9793
Saxon & Co 23.92%
FBO 20-42-002-3500639
PO Box 7780-1888
Philadelphia PA 19182-001
CLASS A CLASS B CLASS C CLASS Y
------- ------- ------- -------
AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS
STOCK FUND OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
---------- --------- ----- --------- ----- --------- ----- --------- -----
Edward D Jones & Co 65.29% 21.85% 9.68%
Attn: Mutual Fund Shareholder
Accounting
201 Progress Pkwy
Maryland Hts MO 63043-3009
Citigroup Global Markets, Inc. 6.62% 5.55%
House Account 00109801250
Attn: Peter Booth 7th Floor
333 W 34th St
New York NY 10001-2402
B-14
CLASS A CLASS B CLASS C CLASS Y
------- ------- ------- -------
AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS
STOCK FUND OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
---------- --------- ----- --------- ----- --------- ----- --------- -----
West Virginia Savings Plan 67.17%
Trustee
FBO Wst Virginia Savings Plan
Trust
Dtd 02/20/2002
Attn Marilyn Orr
500 Bielenberg Dr
Woodbury MN 55125-4401
Saxon & Co 23.37%
FBO 20-42-002-3500639
PO Box 7780-1888
Philadelphia PA 19182-001
CLASS A CLASS B CLASS C CLASS Y
------- ------- ------- -------
AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS
TAX-FREE CALIFORNIA FUND OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
------------------------ --------- ----- --------- ----- --------- ----- --------- -----
Hartford Life Insurance
Company 56.34%
Attn: Mark Strogoff
PO Box 2999
Hartford CT 06104-2999
Edward D Jones & Co 13.25% 14.98% 12.06%
Attn: Mutual Fund Shareholder
Accounting
201 Progress Pkwy
Maryland Hts MO 63043-3009
Fiserv Securities Inc 23.40%
AT Mutual Funds
FAO 62156096
One Commerce Square
2005 Market Street Suite 1200
Philadelphia PA 19103-7084
Pershing LLC 16.02%
PO Box 2052
Jersey City NJ 07303-2052
Fiserv Securities Inc 13.88%
Attn Mutual Funds
FAO 33411002
One Commerce Square
2005 Market Street Suite 1200
Philadelphia PA 19103-7084
B-15
CLASS A CLASS B CLASS C CLASS Y
------- ------- ------- -------
AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS
TAX-FREE CALIFORNIA FUND OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
------------------------ --------- ----- --------- ----- --------- ----- --------- -----
Fiserv Securities Inc 7.18%
Attn Mutual Funds
FAO 62507136
One Commerce Square
2005 Market Street Suite 1200
Philadelphia PA 19103-7084
Raymond James & Assoc Inc 6.33%
FBO Cal Property 1
Bin# 85745128
880 Carillon Pkwy
St Petersburg FL 33716-1100
Lucille E Horstman Trustee FBO 5.86%
Gilbert F and Lucille E
Horstman
Lifetime Trust
dtd 03/08/90
436 W Winnie Way
Arcadia CA 91007-7957
Jean Kim Tod 5.80%
13411 Oro Grande St
Sylmar CA 91342-1819
U.S. Bancorp Investments Inc. 5.77%
FBO 225871901
60 Livingston Avenue
St Paul MN 55107-2292
NFSC FEBO # STY-754218 30.26%
Cornelius & Nelly Van Der
Nelly Van Der Eyk Ttee
U/A 07/22/1998
2214 S Gardenia Ave
Ontario CA 91762-6049
NFSC FEBO # STY-751758 15.99%
Leona M Anderson Ttee
Leona M Anderson Family Tr
U/A 8/28/97
421 2nd St
Hermosa Beach CA 90254-4602
McDonald Investments Inc FBO 14.58%
66463473
4900 Tiedeman Rd
Brooklyn OH 44144-2338
Wells Fargo Investments LLC 8.09%
A/C 6129-3590
608 Second Avenue South 8th Fl
Minneapolis MN 55402-1916
Wells Fargo Investments LLC 6.05%
A/C 1596-6118
608 Second Avenue South 8th Fl
Minneapolis MN 55402-1916
B-16
CLASS A CLASS B CLASS C CLASS Y
------- ------- ------- -------
AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS
TAX-FREE NEW YORK FUND OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
---------------------- --------- ----- --------- ----- --------- ----- --------- -----
Hartford Life Insurance
Company 93.34% 95.85% 70.74%
Attn: Mark Strogoff
PO Box 2999
Hartford CT 06104-2999
Wexford Clearing Services 9.06%
Corp FBO Marcos Szulman &
Ana Szulman &
Douglas Szulman Jt Ten
25 Eastland Dr
Glen Cove NY 11542-1022
Edward D Jones & Co 5.65%
Attn: Mutual Fund Shareholder
Accounting
201 Progress Pkwy
Maryland Hts MO 63043-3009
CLASS A CLASS B CLASS C CLASS Y
------- ------- ------- -------
AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS
TOTAL RETURN BOND FUND OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
---------------------- --------- ----- --------- ----- --------- ----- --------- -----
Edward D Jones & Co 59.42% 21.16% 7.40%
Attn: Mutual Fund Shareholder
Accounting
201 Progress Pkwy
Maryland Hts MO 63043-3009
Citigroup Global Markets, Inc. 5.01%
House Account 00109801250
Attn: Peter Booth 7th Floor
333 W 34th St
New York NY 10001-2402
West Virginia Savings Plan 54.79%
Trustee
FBO Wst Virginia Savings Plan
Trust
Dtd 02/20/2002
Attn Marilyn Orr
500 Bielenberg Dr
Woodbury MN 55125-4401
Saxon & Co 22.72%
FBO 20-42-002-3500639
PO Box 7780-1888
Philadelphia PA 19182-0001
B-17
CLASS A CLASS B CLASS C CLASS Y
------- ------- ------- -------
AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS
TOTAL RETURN BOND FUND OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
---------------------- --------- ----- --------- ----- --------- ----- --------- -----
Hartford Life Insurance Company 16.24%
c/o Greg Bubnash A3 East
200 Hopmeadow Street
Simsbury CT 06089-9793
Saxon & Co 6.24%
FBO 20-42-002-3500605
PO Box 7780-1888
Philadelphia PA 19182-001
CLASS A CLASS B CLASS C CLASS Y
------- ------- ------- -------
AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
VALUE FUND BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS
---------- OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
--------- ----- --------- ----- --------- ----- --------- -----
Edward D Jones & Co 63.84% 25.51% 6.23%
Attn: Mutual Fund Shareholder
Accounting
201 Progress Pkwy
Maryland Hts MO 63043-3009
HL Investment Advisors 100%
Attn Greg Bubnash
PO Box 2999
Wing A-3
Hartford CT 06104-2999
CLASS A CLASS B CLASS C CLASS Y
------- ------- ------- -------
AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
VALUE OPPORTUNITIES FUND BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS
------------------------ OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
--------- ----- --------- ----- --------- ----- --------- -----
Edward D Jones & Co 27.15% 7.79%
Attn: Mutual Fund Shareholder
Accounting
201 Progress Pkwy
Maryland Hts MO 63043-3009
Legg Mason Wood Walker Inc 8.04%
321-01236-12
PO Box 1476
Baltimore MD 21203-1476
HL Investment Advisors 97.56%
Attn Greg Bubnash
PO Box 2999
Wing A-3
Hartford CT 06104-2999
B-18
CLASS A CLASS B CLASS C CLASS H
------- ------- ------- -------
AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS
GROWTH FUND OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
----------- --------- ----- --------- ----- --------- ----- --------- -----
Edward D Jones & Co 57.30% 19.34%
Attn: Mutual Fund Shareholder
Accounting
201 Progress Pkwy
Maryland Hts MO 63043-3009
5.48%
Citigroup Global Markets, Inc.
House Account 00109801250
Attn: Peter Booth 7th Floor
333 W 34th St
New York NY 10001-2402
HL Investment Advisors
Attn Greg Bubnash
PO Box 2999
Wing A-3
Hartford CT 06104-2999
CLASS L CLASS M CLASS N CLASS Y
------- ------- ------- -------
AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS
GROWTH FUND OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
----------- --------- ----- --------- ----- --------- ----- --------- -----
Edward D Jones & Co
Attn: Mutual Fund Shareholder
Accounting
201 Progress Pkwy
Maryland Hts MO 63043-3009
Citigroup Global Markets, Inc.
House Account 00109801250
Attn: Peter Booth 7th Floor
333 W 34th St
New York NY 10001-2402
97.56%
HL Investment Advisors
Attn Greg Bubnash
PO Box 2999
Wing A-3
Hartford CT 06104-2999
B-19
CLASS A CLASS B CLASS C CLASS H
------- ------- ------- -------
AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS
TAX-FREE MINNESOTA FUND OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
----------------------- --------- ----- --------- ----- --------- ----- --------- -----
Edward D Jones & Co 52.98% 27.34%
Attn: Mutual Fund Shareholder
Accounting
201 Progress Pkwy
Maryland Hts MO 63043-3009
USBancorp Piper Jaffrray 18.91%
A/C 7813-7913
800 Nicollet Mall
Minneapolis MN 55402-7000
USBancorp Piper Jaffrray 17.80%
A/C 4921-5181
800 Nicollet Mall
Minneapolis MN 55402-7000
Esther L Mc Ilwain 7.98%
Eleanor A Peterson JTWROS
2403 Fraser St
Grand Rapids MN 55744-3225
Primevest Financial Services (FBO) 6.08%
Bernard M Berres
17238688
400 First Street So Suite 300
P.O. Box 283
St Cloud MN 56302-0283
Emil Blazek 5.34%
Janice E Blazek JT WROS
625 12th St SE
Owatonna MN 55060-4108
Wells Fargo Investments LLC 24.19%
A/C 5648-5283
608 Second Avenue South 8th Fl
Minneapolis MN 55402-1916
Roger Rossum 9.80%
Karen Rossum JTWROS
32587 Clay Bank Rd
Erhard MN 56534-9575
B-20
CLASS A CLASS B CLASS C CLASS H
------- ------- ------- -------
AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS
TAX-FREE MINNESOTA FUND OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
- ----------------------- --------- ----- --------- ----- --------- ----- --------- -----
Wells Fargo Investments LLC 8.85%
A/C 2176-0279
608 Second Avenue South 8th Fl
Minneapolis MN 55402-1916
Wells Fargo Investments LLC 8.73%
A/C 4177-1634
608 Second Avenue South 8th Fl
Minneapolis MN 55402-1916
Wells Fargo Investments LLC 8.13%
A/C 6386-4750
608 Second Avenue South 8th Fl
Minneapolis MN 55402-1916
Raymond James & Assoc Inc. 5.82%
FBO Raths Irene
Bin# 83909975
880 Carillon Pkwy
St Petersburg FL 33716-1100
Wells Fargo Investments LLC 5.05%
A/C 5531-8833
608 Second Avenue South 8th Fl
Minneapolis MN 55402-1916
USBANCORP Piper Jaffray 42.64%
A/C 6961-3981
U S Bancorp Center
800 Nicollet Mall
Minneapolis MN 55402-7000
Jean S & John H Bravis Trustee 36.41%
FBO The Jean S Bravis Trust
U/A Jan 7, 1997
3901 Hayes St NE
Minneapolis MN 55421-4054
U.S. Bancorp Investments, Inc. 9.35%
FBO 322804481
100 South Fifth Street Suite 1400
Minneapolis MN 55402-1217
B-21
CLASS L CLASS M CLASS N CLASS Y
------- ------- ------- -------
AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS
TAX-FREE MINNESOTA FUND OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
- ----------------------- --------- ----- --------- ----- --------- ----- --------- -----
Betty Mae Nelson TOD 19.95%
3458 201st Ave
Bellingham MN 56212-2003
Pershing LLC 6.46% 14.26%
P.O. Box 2052
Jersey City NY 07303-2052
Elsie M. Krostue TOD 24.56%
820 W 61st Ter
Kansas City MO 64113-1332
NFSC FEBO # EBY-003069 23.63%
Jerome R. Bofferding
Sharon K. Bofferding
16700 Elm Rd
Maple Grove MN 55311-3806
Kenneth Clambey TTE 8.75%
Winifred Clambey TTEE
FBO Kenneth Clambey Living Trust
UA 10-21-1996
25833 260th St
Fergus Falls MN 56537-8002
Henrietta Jane Collins TOD 5.60%
13279 State Highway 220 NW
E Grand Forks MN 56721-8936
Lyle W Jahnke TOD 27.32%
1305 W Birch Ave
Olivia MN 56277-1613
Henry A Prchal and 16.14%
Patricia E Prchal JTTEN TOD
214 SW 2nd St
Young America MN 55397-9238
Catherine A Estrem TOD 13.98%
1594 Lakewood Dr
Maplewood MN 55119-7167
James Michael Olson 11.24%
Valerie J Olson JT WROS TOD
15869 154th St NE
Hawick MN 56273-7656
B-22
CLASS L CLASS M CLASS N CLASS Y
------- ------- ------- -------
AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS
TAX-FREE MINNESOTA FUND OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
- ----------------------- --------- ----- --------- ----- --------- ----- --------- -----
Harvey Hagedorn TOD 6.34%
35624 140th St
Winnebago MN 56098-4925
Janice K Teeple 5.10%
Paul R Peterson JT WROS
PO Box 114
Raymond MN 56282-0114
HL Investment Advisors 97.56%
Attn Greg Bubnash
PO Box 2999
Wing A-3
Hartford CT 06104-2999
CLASS A CLASS B CLASS C CLASS H
------- ------- ------- -------
AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS
TAX-FREE NATIONAL FUND OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
- ---------------------- --------- ----- --------- ----- --------- ----- --------- -----
Edward D Jones & Co 45.37% 9.38%
Attn: Mutual Fund Shareholder
Accounting
201 Progress Pkwy
Maryland Hts MO 63043-3009
Citigroup Global Markets, Inc. 5.55%
House Account 00109801250
Attn: Peter Booth 7th Floor
333 W 34th St
New York NY 10001-2402
First Clearing LLC 5.06%
A/C 4602-3542
John C Hunter &
Geneva L Hunter JT/WROS
497 Stonegate Lane
Winston Salem NC 27104-1828
B-23
CLASS A CLASS B CLASS C CLASS H
------- ------- ------- -------
AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS
TAX-FREE NATIONAL FUND OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
- ---------------------- --------- ----- --------- ----- --------- ----- --------- -----
Maurice T Moler Inter-Vivos Trustee 23.03%
FBO Maurice T Moler Trust
July 5, 1999
c/o Sharon Kasey
15578 E Cty Rd 1500 N
Charleston IL 61920
David L Ashworth TOD 10.41%
130 Elizabeths Quay
Grafton VA 23692-3639
Geraldine M Phillips Trustee 10.03%
FBO The Maxine E Cunningham Living
Trust dtd 6/20/96
2009 Lake Country Dr
Arlington TX 76012-5712
Raymond James & Assoc Inc 6.88%
FBO Babcock FML
Bin# 46016012
880 Carillon Pkwy
St Petersburg FL 33716-1100
Marcia A Tibbetts 6.07%
636 W Division St
Union City IN 47390-1009
Adrian M Wyard 5.02%
2030 Dexter Ave N # B296
Seattle WA 98109-2720
CLASS L CLASS M CLASS N CLASS Y
------- ------- ------- -------
AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS
TAX-FREE NATIONAL FUND OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
- ---------------------- --------- ----- --------- ----- --------- ----- --------- -----
Harold M Sales Trustee 14.81%
FBO Florence E Sales Trust
04-17-1997
7319 S Syracuse Ct
Englewood CO 80112-1749
B-24
CLASS L CLASS M CLASS N CLASS Y
------- ------- ------- -------
AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS
TAX-FREE NATIONAL FUND OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
- ---------------------- --------- ----- --------- ----- --------- ----- --------- -----
USBANCORP Piper Jaffray 12.11%
A/C 3806-2532
U S Bancorp Center
800 Nicollet Mall
Minneapolis MN 55402-7000
Anthony Ciccarino TOD 19.05%
55 McClellan Ave
Amsterdam NY 12010-2429
Elvada M. Torsiello TOD 9.96%
319 Division St Apt 1
Amerstdam NY 12010-2209
Delores M Kerkhoff TOD 5.17%
32329 Highway 71
Templeton IA 51463-8567
Ethel L Robb TOD 18.53%
Sheryl L Abraham POA
43940 SE Music Camp Rd
Sandy OR 97055-8457
UBS Financial Services Inc. FBO 8.86%
Joan C Steadman-Cook
2 Shoreline Drive
Westerly RI 02891-3717
Jeanie M Chresos 8.31%
5279 W 52nd St
Parma OH 44134-1023
Sheldon Schram TOD 7.85%
61 Ridgeview Dr
West Paterson NJ 07424-2719
Pershing LLC 6.14%
P.O. Box 2052
Jersey City NY 07303-2052
Jacqueline A Olejniczak TOD 5.17%
3 South 430 Osaje Drive
Glen Ellyn IL 60137
B-25
CLASS L CLASS M CLASS N CLASS Y
------- ------- ------- -------
AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS
TAX-FREE NATIONAL FUND OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
- ---------------------- --------- ----- --------- ----- --------- ----- --------- -----
97.56%
HL Investment Advisors
Attn Greg Bubnash
PO Box 2999
Wing A-3
Hartford CT 06104-2999
CLASS A CLASS B CLASS C CLASS H
--------------------- --------------------- -------------------- ---------------------
AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS
U.S. GOVERNMENT SECURITIES FUND OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
- ------------------------------- -------- --------- --------- --------- --------- --------- --------- ---------
34.73% 7.19%
Edward D Jones & Co
Attn: Mutual Fund Shareholder
Accounting
201 Progress Pkwy
Maryland Hts MO 63043-3009
6.06%
Citigroup Global Markets, Inc.
House Account 00109801250
Attn: Peter Booth 7th Floor
333 W 34th St
New York NY 10001-2402
CLASS L CLASS M CLASS N CLASS Y
--------------------- --------------------- -------------------- ---------------------
AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS
U.S. GOVERNMENT SECURITIES FUND OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
- ------------------------------- -------- --------- --------- --------- --------- --------- --------- ---------
Horace Snipes TOD 8.93%
2168 Crisp Springs Rd
Mc Minnville TN 37110-5237
Pershing LLC 8.25%
P.O. Box 2052
Jersey City NY 07303-2052
Richard Maynard Priest Trustee 6.89%
FBO The Priest Living Trust
11-14-1983
1847 Golden Spike Dr
Sparks NV 89434-8858
B-26
CLASS L CLASS M CLASS N CLASS Y
--------------------- --------------------- -------------------- ---------------------
AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS
U.S. GOVERNMENT SECURITIES FUND OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
- ------------------------------- -------- --------- --------- --------- --------- --------- --------- ---------
HL Investment Advisors 97.56%
Attn Greg Bubnash
PO Box 2999
Wing A-3
Hartford CT 06104-2999
* EACH ENTITY SET FORTH IN THE TABLES ABOVE IS THE SHAREHOLDER OF RECORD
AND MAY BE DEEMED TO BE THE BENEFICIAL OWNER OF CERTAIN OF THE SHARES LISTED FOR
CERTAIN PURPOSES UNDER THE SECURITIES LAWS, ALTHOUGH CERTAIN OF THE ENTITIES
GENERALLY DO NOT HAVE AN ECONOMIC INTEREST IN THESE SHARES AND WOULD ORDINARILY
DISCLAIM ANY BENEFICIAL INTEREST THEREIN.
B-27
APPENDIX C
The following tables outline the proposed changes in the fundamental
policies for each affected Fund, stating the current policy and the proposed
revised policy.
THE HARTFORD MUTUAL FUNDS II, INC.:
THE HARTFORD SMALLCAP GROWTH FUND
PROPOSAL CURRENT POLICY REVISED POLICY
- -------- -------------- --------------
Proposal to revise fundamental The Fund will not "concentrate its The Fund will not "purchase the
policy regarding investment investments in any particular securities of any issuer (other
concentrations within a particular industry, except that (i) it may than securities issued or
industry. invest up to 25% of the value of its guaranteed by the U.S.
total assets in any particular government or any of its
industry, and (ii) there is no agencies or instrumentalities)
limitation with respect to if, as a result, more than 25%
investments in obligations issued or of the Fund's total assets would
guaranteed by the U.S. Government or be invested in the securities of
its agencies and instrumentalities, companies whose principal
or obligations of domestic business activities are in the
commercial banks. As to utility same industry."
companies, gas, electric, water and
telephone companies will be
considered as separate industries.
As to finance companies, the
following categories will be
considered as separate industries:
(a) captive automobile finance, such
as General Motors Acceptance Corp.
and Ford Motor Credit Corp.; (b)
captive equipment finance companies,
such as Honeywell Finance
Corporation and General Electric
Credit Corp.; (c) captive retail
finance companies, such as Macy
Credit Corp. and Sears Roebuck
Acceptance Corp.; (d) consumer loan
companies, such as Beneficial
Finance Corporation and Household
Finance Corporation; (e)
diversified finance companies such
as CIT Financial Corp., Commercial
Credit Corporation and Borg Warner
Acceptance Corp.; and (f) captive
oil finance companies, such as Shell
Credit, Inc., Mobil Oil Credit Corp.
and Texaco
C-1
PROPOSAL CURRENT POLICY REVISED POLICY
- -------- -------------- --------------
Financial Services, Inc."
Proposal to revise fundamental The Fund will not "invest in real The Fund will not "purchase or
policy regarding investments in estate, except the Fund may invest sell real estate unless acquired
real estate or interests therein. in securities issued by companies as a result of ownership of
owning real estate or interests securities or other instruments,
therein." 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."
Proposal to revise fundamental The Fund will not "invest in The Fund will not "purchase or
policy regarding purchases and commodities or commodity contracts, sell commodities or commodities
sales of commodities and other than for hedging purposes contracts, except that the Fund
commodities contracts. only." may purchase or sell financial
futures contracts, options on
financial futures 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"
Proposal to revise fundamental The Fund will not "make loans to The Fund will not "make loans,
policy regarding the making of other persons. Repurchase except to the extent consistent
loans to other persons. agreements, the lending of with the Investment Company Act
securities and the acquiring of debt of 1940, as amended, and the
securities in accordance with the rules and regulations
Prospectus and Statement of thereunder, or as may otherwise
Additional Information are not be permitted from time to time
considered to be 'loans' for this by regulatory authority."
purpose."
Proposal to eliminate fundamental The Fund will not "mortgage, pledge The current policy will be
policy regarding the mortgage of or hypothecate its assets, except in eliminated.
assets. an amount not exceeding 10% of the
value of its total assets to secure
temporary or emergency borrowing."
Proposal to eliminate fundamental The Fund will not "participate on a The current policy will be
policy regarding participation in joint or a joint and several basis eliminated.
securities trading accounts. in any securities trading account."
Proposal to eliminate fundamental The Fund will not "purchase from or The current policy will be
policy regarding sell to any officer,
C-2
PROPOSAL CURRENT POLICY REVISED POLICY
- -------- -------------- --------------
certain purchases director, or employee of the Company, eliminated.
from and sales to officers, or the Fund's adviser or underwriter,
directors and employees. or any of their officers or
directors,any securities other than
shares of the Fund's common stock."
Proposal to eliminate fundamental The Fund will not "make short sales, The current policy will be
policy regarding short sales. except for sales against the box." eliminated.
While a short sale is made by
selling a security the Fund does not
own, a short sale is against the
box' to the extent that the Fund
contemporaneously owns or has the
right to obtain securities identical
to those sold short at not added
cost."
Proposal to revise fundamental The Fund will not "purchase The Fund will not "borrow money
policies regarding the borrowing of securities on margin or otherwise or issue any class of senior
money, issuing of senior securities borrow money or issue senior securities, except to the extent
and purchasing securities on margin. securities, except that the Fund,in consistent with the Investment
according with its investment Company Act of 1940, as amended,
objectives and policies, may and the rules and regulations
purchase securities on a when-issued thereunder, or as may otherwise
and delayed delivery basis, within be permitted from time to time
the limitations set forth in the by regulatory authority."
Prospectus and Statement of
Additional Information. The Fund
may also obtain such short-term
credit as it needs for the clearance
of securities transactions, and may
borrow from banks, for the account
of the Fund, as a temporary measure
to facilitate redemptions (but not
for leveraging or investment) an
amount that does not exceed 10% of
the value of the Fund's total
assets. No additional investment
securities may be purchased by the
Fund while outstanding borrowings
exceed 5% of the value of the Fund's
total assets."
C-3
THE HARTFORD MUTUAL FUNDS, INC.:
THE HARTFORD CAPITAL APPRECIATION FUND
THE HARTFORD DISCIPLINED EQUITY FUND
THE HARTFORD STOCK FUND
PROPOSAL CURRENT POLICY REVISED POLICY
-------- -------------- --------------
Proposal to revise the fundamental The Fund will not "issue senior The Fund will not "borrow money
policy regarding the issuing of securities." or issue any class of senior
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."
Proposal to revise the fundamental The Fund will not "borrow money, The Fund will not "borrow money
policy regarding the borrowing of except from banks and then only if or issue any class of senior
money. immediately after each such securities, except to the extent
borrowing there is asset coverage of consistent with the Investment
at least 300% as defined in the 1940 Company Act of 1940, as amended,
Act." and the rules and regulations
thereunder, or as may otherwise
be permitted from time to time
by regulatory authority.
Proposal to revise the fundamental The Fund will not "invest 25% or The Fund will not "purchase the
policy regarding investment more of its total assets in the securities of any issuer (other
concentrations within a particular securities of one or more issuers than securities issued or
industry. conducting their principal business guaranteed by the U.S.
activities in the same industry government or any of its
(excluding the U.S. Government or agencies or instrumentalities)
any of its agencies or if, as a result, more than 25%
instrumentalities)." of the Fund's total assets would
be invested in the securities of
companies whose principal
business activities are in the
same industry."
Proposal to revise the fundamental The Fund will not "make loans, The Fund will not "make loans,
policy regarding the making of except through (a) the purchase of except to the extent consistent
loans. debt obligations in accordance with with the Investment Company Act
the Fund's investment objective and of 1940, as amended, and the
policies, (b) repurchase agreements rules and regulations
with banks, brokers, dealers and thereunder, or as may otherwise
other financial institutions, and be permitted from
(c)
C-4
PROPOSAL CURRENT POLICY REVISED POLICY
-------- -------------- --------------
loans of cash or securities as time to time by regulatory
permitted by applicable law." authority."
Proposal to revise the fundamental Each Fund will not "underwrite Each Fund will not "act as an
policy regarding underwriting securities issued by others, except underwriter of securities of
securities. to the extent that the sale of other issuers, except to the
portfolio securities by the Fund may extent that, in connection with
be deemed to be an underwriting." the disposition of portfolio
securities, the Fund may be
deemed an underwriter under
applicable laws."
Proposal to revise the fundamental Each Fund will not "purchase or sell Each Fund will not "purchase or
policy regarding investments in real estate, except that each Fund sell real estate unless acquired
real estate and interests therein. may (a) acquire or lease office as a result of ownership of
space for its own use, (b) invest securities or other instruments,
in securities of issuers that invest although it may purchase
in real estate or interests therein securities secured by real
(e.g., real estate investment estate or interests therein, or
trusts), (c) invest in securities securities issued by companies
that are secured by real estate or which invest in real estate or
interests therein, (d) purchase and interests therein."
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."
C-5
PROPOSAL CURRENT POLICY REVISED POLICY
-------- -------------- --------------
Proposal to revise the fundamental Each Fund will not "invest in Each Fund will not "purchase or
policy regarding purchases and commodities or commodity contracts, sell commodities or commodities
sales of commodities and except that the Fund may invest in contracts, except that the Fund
commodities contracts. currency and financial instruments may purchase or sell financial
and contracts that are commodities futures contracts, options on
or commodity contracts." 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."
Proposal to eliminate the "With respect to 75% of a Fund's The current policy will be
fundamental policy regarding the total assets," each Fund will not eliminated.
diversification of investments. "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."
C-6
THE HARTFORD GLOBAL HEALTH FUND
PROPOSAL CURRENT POLICY REVISED POLICY
-------- -------------- --------------
Proposal to revise the fundamental The Fund will not "issue senior The Fund will not "borrow money
policy regarding the issuing of securities." or issue any class of senior
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."
Proposal to revise the fundamental The Fund will not "borrow money, The Fund will not "borrow money
policy regarding the borrowing of except from banks and then only if or issue any class of senior
money. immediately after each such securities, except to the extent
borrowing there is asset coverage of consistent with the Investment
at least 300% as defined in the 1940 Company Act of 1940, as amended,
Act." and the rules and regulations
thereunder, or as may otherwise
be permitted from time to time
by regulatory authority."
Proposal concerning fundamental The Fund "normally invests at least The Fund will "normally invest
policy regarding investments within 25% of its total assets, in the at least 25% of its total
certain industries. aggregate, in the following assets, in the aggregate, in the
industries; pharmaceuticals, medical following industries:
products, and health services." pharmaceuticals and
biotechnology, medical products,
and health services."
Proposal to revise the fundamental The Fund will not "make loans, The Fund will not "make loans,
policy regarding the making of except through (a) the purchase of except to the extent consistent
loans. debt obligations in accordance with with the Investment Company Act
the Fund's investment objective and of 1940, as amended, and the
policies, (b) repurchase agreements rules and regulations
with banks, brokers, dealers and thereunder, or as may otherwise
other financial institutions, and be permitted from time to time
(c) loans of cash or securities as by regulatory authority."
permitted by applicable law."
Proposal to revise the fundamental The Fund will not "underwrite The Fund will not "act as an
policy regarding underwriting securities issued by others except underwriter of securities of
securities. to the extent that the sale of other issuers, except to the
C-7
PROPOSAL CURRENT POLICY REVISED POLICY
-------- -------------- --------------
portfolio securities by the Fund may extent that, in connection with
be deemed to be an underwriting." the disposition of portfolio
securities, the Fund may be
deemed an underwriter under
applicable laws."
Proposal to revise the fundamental The Fund will not "purchase or sell The Fund will not "purchase or
policy regarding investments in real estate, except that the Fund sell real estate unless acquired
real estate and interests therein. may (a) acquire or lease office as a result of ownership of
space for its own use, (b) invest in securities or other instruments,
securities of issuers that invest in although it may purchase
real estate or interests therein securities secured by real
(e.g., real estate investment estate or interests therein, or
trusts), (c) invest in securities securities issued by companies
that are secured by real estate or which invest in real estate or
interests therein, (d) purchase and interests therein."
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."
Proposal to revise the fundamental The Fund will not "invest in The Fund will not "purchase or
policy regarding purchases and commodities or commodity contracts, sell commodities or commodities
sales of commodities and except that the Fund may invest in contracts, except that the Fund
commodities contracts. currency and financial instruments may purchase or sell financial
and contracts that are commodities futures contracts, options on
or commodity contracts." 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."
C-8
THE HARTFORD GLOBAL TECHNOLOGY FUND
PROPOSAL CURRENT POLICY REVISED POLICY
-------- -------------- --------------
Proposal to revise the fundamental The Fund will not "issue senior The Fund will not "borrow money
policy regarding the issuing of securities." or issue any class of senior
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."
Proposal to revise the fundamental The Fund will not "borrow money, The Fund will not "borrow money
policy regarding the borrowing of except from banks and then only if or issue any class of senior
money. immediately after each such securities, except to the extent
borrowing there is asset coverage of consistent with the Investment
at least 300% as defined in the 1940 Company Act of 1940, as amended,
Act." and the rules and regulations
thereunder, or as may otherwise
be permitted from time to time
by regulatory authority."
Proposal concerning fundamental The Fund "normally invests at least The Fund will "normally invest
policy regarding investments within 25% of its total assets, in the at least 25% of its total
certain industries. aggregate, in the following assets, in the aggregate, in the
industries; computers and computer following industries: technology
equipment, software and computer hardware and equipment, software
services, electronics, and and computer services, commercial
communication equipment." services and supplies, electronics,
and communication equipment."
Proposal to revise the fundamental The Fund will not "make loans, The Fund will not "make loans,
policy regarding the making of except through (a) the purchase of except to the extent consistent
loans. debt obligations in accordance with with the Investment Company Act
the Fund's investment objective and of 1940, as amended, and the
policies, (b) repurchase agreements rules and regulations thereunder,
with banks, brokers, dealers and or as may otherwise be permitted
other financial institutions, and from time to time by regulatory
(c) loans of cash or securities as authority."
permitted by applicable law."
Proposal to revise the fundamental The Fund will not "underwrite The Fund will not "act as an
policy regarding securities issued by others, underwriter of securities of
C-9
PROPOSAL CURRENT POLICY REVISED POLICY
-------- -------------- --------------
underwriting securities. except to the extent that the sale other issuers, except to the
of portfolio securities by the Fund extent that, in connection with
may be deemed to be an underwriting." the disposition of portfolio
securities, the Fund may be
deemed an underwriter under
applicable laws."
Proposal to revise the fundamental The Fund will not "purchase or sell The Fund will not "purchase or
policy regarding investments in real estate, except that the Fund sell real estate unless acquired
real estate and interests therein. may (a) acquire or lease office as a result of ownership of
space for its own use, (b) invest in securities or other instruments,
securities of issuers that invest in although it may purchase
real estate or interests therein securities secured by real
(e.g., real estate investment estate or interests therein, or
trusts), (c) invest in securities securities issued by companies
that are secured by real estate or which invest in real estate or
interests therein, (d) purchase and interests therein."
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."
Proposal to revise the fundamental The Fund will not "invest in The Fund will not "purchase or
policy regarding purchases and commodities or commodity contracts, sell commodities or commodities
sales of commodities and except that the Fund may invest in contracts, except that the Fund
commodities contracts. currency and financial instruments may purchase or sell financial
and contracts that are commodities futures contracts, options on
or commodity contracts." 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."
C-10
PRELIMINARY COPY
[FORM OF PROXY CARD]
EVERY SHAREHOLDER'S VOTE IS IMPORTANT!
PLEASE SIGN, DATE AND RETURN YOUR
PROXY TODAY
Please detach at perforation before mailing.
PROXY PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
[INVESTMENT COMPANY NAME HERE]
[INVESTMENT COMPANY NAME HERE]
[SERIES NAME HERE] PROXY FOR SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 15, 2004
The undersigned hereby appoints David M. Znamierowski, George R. Jay, Brian C.
Watkins, Daniel E. Burton and Kevin J. Carr or each of them separately with
power to act without the others and with the right of substitution in each, the
proxies of the undersigned to vote, as designated herein, all shares of the
series named above (the "Fund") held by the undersigned on March 31, 2004, at a
Special Meeting of Shareholders to be held at the offices of Hartford Investment
Financial Services, LLC, 200 Hopmeadow Street, Simsbury, Connecticut, on June
15, 2004, at 8:30 a.m., Eastern Time, and at any adjournments or postponements
thereof, upon the matter on the reverse as set forth in the Notice of Joint
Special Meeting of Shareholders and Proxy Statement, with all powers the
undersigned would possess if present in person.
All previous proxies with respect to the meeting are revoked. Receipt of the
Notice of Joint Special Meeting of Shareholders and Proxy Statement is
acknowledged by your execution of this proxy. This proxy may be revoked at any
time before it is exercised.
Note: 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.
___________________________________
Signature
___________________________________
Date
PLEASE VOTE, SIGN, DATE AND PROMPTLY RETURN YOUR PROXY IN THE ENCLOSED ENVELOPE!
(Please see reverse side)
EVERY SHAREHOLDER'S VOTE IS IMPORTANT!
PLEASE SIGN, DATE AND RETURN YOUR
PROXY TODAY
Please detach at perforation before mailing.
THIS PROXY WILL BE VOTED AS INSTRUCTED ON THE MATTER SET FORTH BELOW. IT IS
UNDERSTOOD THAT IF NO CHOICE IS SPECIFIED, THIS PROXY WILL BE VOTED "FOR" SUCH
MATTER.
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS
AS MAY PROPERLY COME BEFORE THE MEETING AND ANY ADJOURNMENTS OR POSTPONEMENTS OF
THE MEETING. A SHAREHOLDER WISHING TO VOTE IN ACCORDANCE WITH THE BOARD OF
DIRECTORS' RECOMMENDATION NEED ONLY SIGN AND DATE THIS PROXY CARD AND RETURN IT
IN THE ENVELOPE PROVIDED.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example: [ ]
FOR ALL WITH-HOLD ALL FOR 1. TO ELECT THE FOLLOWING
ALL NOMINEES: (01) LYNN S. BIRDSONG,
EXCEPT* (02) W.E. COLEMAN, (03) R.M.
GAVIN, (04) D.E. HILL, (05) P.O.
PETERSON, (06) M.H. PRYOR, JR.,
(07) T.M. MARRA, (08) L.A. SMITH,
(09) D.M. ZNAMIEROWSKI
*TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL, MARK THE
BOX "FOR [ ] ALL EXCEPT" AND WRITE THE NOMINEE'S(S')
[ ] [ ] [ ] NUMBER(S) ON THE LINE BELOW.
------------------------------------------
[ ] FOR [ ] AGAINST [ ] ABSTAIN 2. PROPOSAL TO PERMIT THE FUND'S INVESTMENTADVISER TO SELECT AND
CONTRACT WITH SUB-ADVISERS WITHOUT OBTAINING SHAREHOLDER APPROVAL.
[ ] FOR [ ] AGAINST [ ] ABSTAIN 3(A)(i). PROPOSAL TO REVISE THE FUNDAMENTAL POLICY REGARDING THE
ISSUING OF SENIOR SECURITIES.
[ ] FOR [ ] AGAINST [ ] ABSTAIN 3(A)(ii). PROPOSAL TO REVISE THE FUNDAMENTAL POLICY REGARDING THE
BORROWING OF MONEY.
[ ] FOR [ ] AGAINST [ ] ABSTAIN 3(A)(iii). PROPOSAL TO REVISE THE FUNDAMENTAL POLICIES REGARDING THE
BORROWING OF MONEY, ISSUING OF SENIOR SECURITIES AND PURCHASING
SECURITIES ON MARGIN.
[ ] FOR [ ] AGAINST [ ] ABSTAIN 3(B). PROPOSAL TO ELIMINATE THE FUNDAMENTAL POLICY REGARDING THE
PLEDGING, MORTGAGING OR HYPOTHECATING OF ASSETS.
[ ] FOR [ ] AGAINST [ ] ABSTAIN 3(C) PROPOSAL TO REVISE THE FUNDAMENTAL POLICY REGARDING UNDERWRITING
SECURITIES.
[ ] FOR [ ] AGAINST [ ] ABSTAIN 3(D). PROPOSAL TO REVISE THE FUNDAMENTAL POLICY REGARDING INVESTMENTS
IN REAL ESTATE AND INTERESTS THEREIN.
[ ] FOR [ ] AGAINST [ ] ABSTAIN 3(E). PROPOSAL TO REVISE THE FUNDAMENTAL POLICY REGARDING PURCHASES
AND SALES OF COMMODITIES AND COMMODITIES CONTRACTS.
[ ] FOR [ ] AGAINST [ ] ABSTAIN 3(F). PROPOSAL TO REVISE THE FUNDAMENTAL POLICY REGARDING THE
DIVERSIFICATION OF INVESTMENTS.
[ ] FOR [ ] AGAINST [ ] ABSTAIN 3(G). PROPOSAL TO REVISE THE FUNDAMENTAL POLICY REGARDING INVESTMENT
CONCENTRATIONS WITHIN A PARTICULAR INDUSTRY.
[ ] FOR [ ] AGAINST [ ] ABSTAIN 3(H)(i). PROPOSAL TO ELIMINATE THE FUNDAMENTAL POLICY REGARDING
PURCHASES FROM AND SALES TO OFFICERS, DIRECTORS AND EMPLOYEES.
[ ] FOR [ ] AGAINST [ ] ABSTAIN 3(H)(ii). PROPOSAL TO ELIMINATE THE FUNDAMENTAL POLICY REGARDING
SECURITIES TRADING ACCOUNTS.
[ ] FOR [ ] AGAINST [ ] ABSTAIN 3(I). PROPOSAL TO REVISE THE FUNDAMENTAL POLICY REGARDING THE MAKING
OF LOANS.
[ ] FOR [ ] AGAINST [ ] ABSTAIN 3(J). PROPOSAL TO ELIMINATE THE FUNDAMENTAL POLICY REGARDING SHORT
SALES.
[ ] FOR [ ] AGAINST [ ] ABSTAIN 3(K). PROPOSAL TO REVISE THE FUNDAMENTAL POLICIES REGARDING
INVESTMENTS IN CERTAIN INDUSTRIES.
PLEASE VOTE, SIGN, DATE AND PROMPTLY RETURN YOUR PROXY IN THE ENCLOSED ENVELOPE!