EXHIBIT 99.11(a)(2)
HARTFORD INVESTMENT MANAGEMENT COMPANY
HARTFORD INVESTMENT SERVICES, INC.
INVESTMENT POLICY
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SEPTEMBER 1, 2004
PROXY VOTING
INTRODUCTION
Hartford Investment Management Company ("Hartford Investment Management") has
adopted and implemented policies and procedures that it believes are reasonably
designed to ensure that proxies are voted in the best interests of its clients,
including investment companies registered under the Investment Company Act of
1940. These policies and procedures are intended to comply with Rule 206(4)-6
under the Investment Advisers Act of 1940 (the "Advisers Act"). In addition to
Securities and Exchange Commission requirements governing advisers, Hartford
Investment Management proxy voting policies reflect the fiduciary standards and
responsibilities for ERISA accounts set out in Department of Labor Bulletin
94-2, 29 C.F.R. 2509.94-2 (July 29, 1994).
Hartford Investment Management Proxy Voting Procedures set forth below contain
the guidelines (the "Proxy Voting Guidelines") that Hartford Investment
Management uses in voting specific proposals presented by the boards of
directors or shareholders of companies whose securities are held in client
portfolios for which Hartford Investment Management has voting discretion. While
the Proxy Voting Procedures set forth general guidelines for voting proxies,
each proposal is evaluated on its merits, and Hartford Investment Management
reserves the right to vote proxies in the best interests of the particular
client. The vote entered on a client's behalf with respect to a particular
proposal may differ from the guidelines set forth in the Proxy Voting
Procedures.
PROXY VOTING POLICIES
As a matter of policy, Hartford Investment Management:
1. Votes all proxies in the best interests of its clients as shareholders,
i.e., to maximize economic value.
2. Develops and maintains broad guidelines setting out positions on common
proxy issues, but also considers each proposal in the context of the issuer
and industry in which it is involved.
3. Evaluates all factors it deems relevant when considering a vote, including
client directions and other relevant facts and circumstances at the time of
the vote, and may determine in certain instances that it is in the best
interest of one or more clients to refrain from voting a given proxy
ballot.
4. Identifies and resolves all material proxy-related conflicts of interest
between the firm and its clients in the best interests of the client.
5. Believes that sound corporate governance practices may enhance shareholder
value and therefore encourages consideration of an issuer's corporate
governance as part of the investment process.
6. Believes that proxy voting is a valuable tool that may be used to promote
sound corporate governance to the ultimate benefit of the client as
shareholder.
7. Provides all clients, upon request, with copies of these Proxy Voting
Policies and Procedures, as they may be updated from time to time, and
related reports, with such frequency as required to fulfill obligations
under applicable law or as reasonably requested by clients.
8. Reviews annually the proxy voting record to ensure that proxies are voted
in accordance with these Proxy Voting Policies and Procedures; and ensures
that procedures, documentation, and reports relating to the voting of
proxies are promptly and properly prepared and disseminated.
HARTFORD INVESTMENT MANAGEMENT COMPANY
HARTFORD INVESTMENT SERVICES, INC.
INVESTMENT POLICY
------------------------------------------------
SEPTEMBER 1, 2004
Hartford Investment Management has established a Proxy Committee that is
responsible for the review and approval of the firm's written Proxy Voting
Policies and Procedures, and for providing advice and guidance on specific proxy
votes for individual issuers. The Proxy Committee is comprised of a
representative from each of the following areas of Hartford Investment
Management: Investment Law, Investment Compliance, and Funds Management. A
quorum of the Proxy Committee, which quorum shall consist of at least one
representative from two of the three areas of Hartford Investment Management
identified above, is necessary to conduct business at any meeting. All actions
requiring the approval of the Proxy Committee must be approved by a simple
majority of those Proxy Committee members present at a meeting at which business
may be conducted. If a majority vote cannot be obtained, the President of
Hartford Investment Management or his/her designee shall have the authority to
decide the final vote. Meetings may be held in person, by telephone, written
consent, or any other means deemed appropriate by the Proxy Committee.
Day-to-day administration of the proxy voting process at Hartford Investment
Management is the responsibility of the portfolio manager of the relevant client
account. Investment Compliance is responsible for reviewing regularly the voting
record to ensure that proxies are voted in accordance with these Proxy Voting
Policies and Procedures and for ensuring that procedures, documentation, and
reports relating to the voting of proxies are promptly and properly prepared and
disseminated.
PROXY VOTING PROCEDURES
Hartford Investment Management is responsible for voting securities in response
to proxies solicited by the issuers of such securities. Hartford Investment
Management has established these Proxy Voting Procedures to provide guidance in
our voting of proxies. The Proxy Voting Guidelines contained in these Proxy
Voting Procedures are based on our fiduciary obligation to act in the best long
term interest of our clients as shareholders. Hence, our practice is to examine
each proposal from an economic standpoint so that the long term effect of the
vote will ultimately increase shareholder economic value for our client. Based
on our experience in voting proposals, we have found that similar proposals
often have different consequences for different companies. Thus, we analyze
every proposal to determine what impact it might have for the particular company
as well as its industry.
AUTHORIZATION TO VOTE. Hartford Investment Management will vote only those
proxies for which it has proxy-voting authority.
RECEIPT OF PROXY. Proxy materials from an issuer or its information agent are
forwarded to registered owners of record, typically the client's custodian bank.
Where Hartford Investment Management votes proxies on its client's behalf, the
client must instruct its custodian bank to deliver all relevant voting material
to Hartford Investment Management. Hartford Investment Management may receive
this voting information by mail, fax, or other electronic means.
PROXY VOTING. Each proxy is compared against the Proxy Voting Guidelines
contained in these Proxy Voting Procedures, and handled as follows:
-- Generally, issues for which explicit proxy voting guidance is
provided in the Proxy Voting Guidelines (i.e., "For", "Against") are
reviewed by the portfolio manager or his or her designee and voted in
accordance with the Proxy Voting Guidelines. The portfolio manager may
decide not to vote in accordance with the Proxy Voting Guidelines if the
portfolio manager determines that such a vote is in the best interest of
the client.
HARTFORD INVESTMENT MANAGEMENT COMPANY
HARTFORD INVESTMENT SERVICES, INC.
INVESTMENT POLICY
------------------------------------------------
SEPTEMBER 1, 2004
-- Issues identified as "case-by-case" in the Proxy Voting Guidelines,
and issues for which no guidance is provided in the Proxy Voting
Guidelines, are reviewed by the portfolio manager, and voted as he or she
determines.
-- Absent a material conflict of interest, the portfolio manager will
decide the final vote. Different portfolio managers holding the same
securities may arrive at different voting conclusions for their clients'
proxies.
-- If the portfolio manager identifies an apparent conflict of
interest, he or she will bring the matter to the Proxy Voting Committee, as
described below.
MATERIAL CONFLICT OF INTEREST IDENTIFICATION AND RESOLUTION PROCESSES. Hartford
Investment Management's functional lines of responsibility serve to minimize the
number of, but not prevent, material conflicts of interest it faces in voting
proxies. The portfolio manager or their designee reviews each proxy to assess
the extent to which there may be a potential conflict of interest. All personnel
are required to contact the Proxy Committee about any apparent conflicts of
interest, including apparent conflicts of interest involving personal
relationships. Apparent conflicts are reviewed by the Proxy Committee to
determine if there is a conflict, and if so, whether the conflict is material.
If a proxy is identified as presenting a material conflict of interest, the
matter must be reviewed by the Proxy Committee, which will resolve the conflict
and direct the vote. In order to avoid even the appearance of impropriety, the
Proxy Committee will not take Hartford Investment Management's relationship with
a company into account, and will vote the company's proxies in the best interest
of Hartford Investment Management's clients, in accordance with the Proxy Voting
Policies and Procedures. Any Proxy Committee member who is himself or herself
subject to the identified conflict will not participate in the Proxy Committee's
proxy voting activities regarding and any discussions of the particular proxy,
including the decision on whether and how to vote the proxy in question.
Investment Compliance will record and maintain minutes for the Proxy Committee
meetings to document the factors that were considered to evidence that there was
a reasonable basis for the Proxy Committee's decision.
In certain instances, Hartford Investment Management may be unable to vote or
may determine not to vote a proxy on behalf of one or more clients. While not
exhaustive, the following list of considerations highlights some potential
instances in which a proxy vote might not be entered.
SECURITIES LENDING. Hartford Investment Management may be unable to vote proxies
when the underlying securities have been lent out pursuant to a client's
securities lending program. In general, Hartford Investment Management does not
know when securities have been lent out and are therefore unavailable to be
voted. Efforts to recall loaned securities are not always effective, but, in
rare circumstances, Hartford Investment Management may recommend that a client
attempt to have its custodian recall the security to permit voting of related
proxies.
LACK OF ADEQUATE INFORMATION OR UNTIMELY RECEIPT OF PROXY. Hartford Investment
Management may be unable to enter an informed vote in certain circumstances due
to the lack of information provided in the proxy statement or by the issuer or
other resolution sponsor, and may abstain from voting in those instances. Proxy
materials not delivered in a timely fashion may prevent analysis or entry of a
vote by voting deadlines.
HARTFORD INVESTMENT MANAGEMENT COMPANY
HARTFORD INVESTMENT SERVICES, INC.
INVESTMENT POLICY
------------------------------------------------
SEPTEMBER 1, 2004
RECORD KEEPING. Hartford Investment Management maintains records of proxies
voted, research analysis, written requests from clients, and any written
response from Hartford Investment Management (to either a written or an oral
request) and other information pursuant to Section 204-2 of the Advisers Act,
the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and
other applicable laws. Hartford Investment Management will maintain these
records in an easily accessible place for five years, the first two in an
appropriate Hartford Investment Management office.
With respect to its investment company clients, Hartford Investment Management
will create and maintain (or cause to be created and maintained) records of each
company's proxy voting record for 12-month periods ended June 30. Hartford
Investment Management will compile (or cause to be compiled) the following
information for each matter relating to a portfolio security considered at any
shareholder meeting held during the period covered by the report and with
respect to which the company was entitled to vote:
-- The name of the issuer of the portfolio security;
-- The exchange ticker symbol of the portfolio security (if the symbol
is available through reasonably practicable means);
-- The Council on Uniform Securities Identification Procedures cusip
number for the portfolio security (if the number is available through
reasonably practicable means);
-- The shareholder meeting date;
-- A brief identification of the matter voted on;
-- Whether the matter was proposed by the issuer or by a security
holder;
-- Whether the fund cast its vote on the matter;
-- How the fund cast its vote (e.g. for or against proposal, or
abstain; for or withhold regarding election of directors); and
-- Whether the company cast its vote for or against management.
Hartford Investment Management's Proxy Voting Policies and Procedures may be
amended from time to time by Hartford Investment Management. Hartford Investment
Management provides clients with a copy of its Proxy Voting Policies and
Procedures, upon written request. In addition, Hartford Investment Management
will make specific client information relating to proxy voting available to a
client upon reasonable written request.
PROXY VOTING GUIDELINES. Following is a list of common proposals and our
guidelines on how to vote these proposals. The ("SP") after a proposal indicates
that the proposal is usually presented as a Shareholder Proposal.
HARTFORD INVESTMENT MANAGEMENT COMPANY
HARTFORD INVESTMENT SERVICES, INC.
INVESTMENT POLICY
------------------------------------------------
SEPTEMBER 1, 2004
<Table>
<Caption>
PROPOSAL GUIDELINE VOTING POSITION
- -------- -------------------------
Election of Directors................................................For
Ratify Selection of Auditors.........................................For
Adopt/Amend Stock Option Plans.......................................Case-by-Case
Adopt/Amend Employee Stock Purchase Plans............................For
Increase Authorized Common Stock.....................................Case-by-Case
Approve Merger or Acquisition........................................Case-by-Case
Approve Other Business...............................................Case-by-Case
Approve Technical Amendments to Charter..............................Case-by-Case
Adopt Cumulative Voting (SP).........................................For
Repeal Classified Boards (SP)........................................For
Approve Reincorporation..............................................Case-by-Case
Vote to Repeal Poison Pill (SP)......................................For
Endorse the CERES Principles (SP)....................................Case-by-Case
Require a Majority of Independent Directors (SP).....................Case-by-Case
Authorize Blank Check Preferred Stock................................Against
Opt Out of State Takeover Statutes...................................For
Adopt Director Tenure/Retirement Age (SP)............................Against
Disclose Political and PAC Gifts (SP)................................Case-by-Case
Eliminate Right to Call a Special Meeting............................Against
Minimum Stock Ownership by Directors (SP)............................Against
Adopt Director & Officer Indemnification.............................For
Increase Supermajority Vote Requirement..............................Against
Adopt Anti-Greenmail Provision.......................................For
Allow Special Interest Representation to Board (SP)..................Case-by-Case
Create Independent Nominating Committee (SP).........................Case-by-Case
Eliminate Golden Parachutes (SP).....................................For
Restore Preemptive Rights............................................Against
Adopt Confidential Voting (SP).......................................Case-by-Case
Approve Unequal Voting Rights........................................Against
Approve Binding Shareholder Proposals................................Case-by-Case
Requiring Companies to Expense Stock Options.........................For
Requiring Companies to Include Net Pension Expense in
Calculation of Net Income............................................For
</Table>
Approved: August 1, 2004