SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. _____________)
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-12
The Hartford Mutual Funds, Inc.
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(Name of Registrant as Specified in Its Charter)
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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.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(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.:
THE HARTFORD MUTUAL FUNDS, INC.,
ON BEHALF OF THE FOLLOWING SERIES,
THE HARTFORD ADVISERS FUND
THE HARTFORD AGGRESSIVE GROWTH ALLOCATION FUND
THE HARTFORD BALANCED ALLOCATION FUND
THE HARTFORD CAPITAL APPRECIATION FUND
THE HARTFORD CAPITAL APPRECIATION II FUND
THE HARTFORD CONSERVATIVE ALLOCATION FUND
THE HARTFORD DISCIPLINED EQUITY FUND
THE HARTFORD DIVIDEND AND GROWTH FUND
THE HARTFORD EQUITY INCOME FUND
THE HARTFORD FLOATING RATE 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 GROWTH ALLOCATION FUND
THE HARTFORD HIGH YIELD FUND
THE HARTFORD INCOME FUND
THE HARTFORD INCOME ALLOCATION 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 SELECT MIDCAP GROWTH FUND
THE HARTFORD SELECT MIDCAP VALUE 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 September 7, 2005, 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 Hartford Mutual Funds, Inc. and The Hartford
Mutual Funds II, Inc. (each, a "Company," and together, the "Companies"); (ii)
for certain Funds to approve a proposal to permit the investment adviser to the
Funds to select and contract with investment sub-advisers that are not
affiliated with Hartford Investment Financial Services, LLC or the Funds (other
than by reason of serving as a sub-adviser to one or more of the Funds) (the
"Sub-Advisers") without obtaining shareholder approval; (iii) for certain Funds
to approve proposals to combine, eliminate or revise certain fundamental
policies; and (iv) to transact such other business as may properly come before
the Meeting, or any adjournment(s) or postponement(s) of the Meeting.
We request that you complete the enclosed proxy card(s) for the upcoming
Meeting. If you are a shareholder of more than one Fund, or have more than one
account registered in your name, you were sent one proxy card for each account.
Please vote and return each proxy card that you received. Each Company's Board
of Directors has reviewed and unanimously 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(s) in the enclosed, addressed, postage-paid
envelope, or take advantage of the telephonic or Internet voting procedures
described in the Proxy Statement. Your vote is important. If we do not hear from
you after a reasonable amount of time, you may receive a telephone call from a
representative of The Hartford Financial Services Group, Inc. or from our proxy
solicitor, Georgeson Shareholder Communications, Inc., reminding you to vote
your shares.
Very truly yours,
/s/ David M. Znamierowski
David M. Znamierowski
President and Chief Executive Officer
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 elect members of the Boards of Directors for The
Hartford Mutual Funds, Inc. and The Hartford Mutual Funds II, Inc. (each, a
"Company," and together, the "Companies"). Second, shareholders of certain Funds
are being asked to approve a proposal to permit the Funds' investment adviser to
select and contract with investment sub-advisers that are not affiliated with
Hartford Investment Financial Services, LLC or the Funds (other than by reason
of serving as a sub-adviser to one or more Funds) ("Sub-Advisers") without
obtaining shareholder approval. Third, shareholders of certain Funds are being
asked to approve proposals to combine, eliminate or revise certain fundamental
policies.
Q. WHO IS BEING NOMINATED TO SERVE AS A DIRECTOR?
A. There are nine nominees for both Companies, eight of whom currently make up
the Board of Directors of The Hartford Mutual Funds, Inc., six of whom
currently make up the Board of Directors of The Hartford Mutual Funds II, Inc.,
and one of whom, William P. Johnston, does not currently serve as a director on
either Board.
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. Certain of the Funds are structured so that each Fund has an investment
adviser and an investment sub-adviser. For these Funds, the investment adviser
supervises the activities of the investment sub-adviser, which in turn performs
the day-to-day investment management of the Funds. Currently, for all of the
Funds except The Hartford Capital Appreciation II Fund, The Hartford Floating
Rate Fund, The Hartford Select MidCap Growth Fund, and the Hartford Select
MidCap Value Fund, in order to hire a Sub-Adviser it is necessary to obtain
shareholder approval, and thus to incur the expense of a shareholder meeting.
Hartford HLS Series Fund II, Inc., an affiliate of the Funds, received an order
from the Securities and Exchange Commission permitting Hartford HLS Series Fund
II, Inc., as well as the Funds, to hire or terminate Sub-Advisers without a
shareholder vote, subject to the shareholders' prior approval of the operation
of the respective Fund in this manner. The order is contingent on various
requirements being met, including that the investment adviser retain oversight
and responsibility for each Fund, that the Funds receive shareholder approval to
use the order, and that a Sub-Adviser may only be hired or replaced upon the
approval of the directors of the appropriate Fund. The shareholders of each of
the series of Hartford HLS Series Fund II, Inc. and the shareholders of The
Hartford Capital Appreciation II Fund, The Hartford Floating Rate Fund, The
Hartford Select MidCap Growth Fund, and the Hartford Select MidCap Value Fund
have previously approved the implementation of the order. In order to afford the
flexibility provided by the order to certain of the other series of The Hartford
Mutual Funds, Inc. and The Hartford Mutual Funds II, Inc., management is seeking
shareholders' approval of such an arrangement for certain of the Funds. The
Funds benefit from this order by being able to act more quickly and with less
expense when the need arises to replace or hire an investment Sub-Adviser.
Shareholder approval of this arrangement is not being sought for certain of the
Funds because those Funds do not employ sub-advisers.
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 that we propose to change were adopted in response
to regulatory, business, or industry requirements or conditions that are no
longer relevant or applicable. In addition, small variations in the
wording of similar restrictions among the whole family of funds advised by the
affiliates of The Hartford Financial Services Group, Inc. ("The Hartford")
(collectively, the "Hartford Funds") makes the task of ensuring compliance with
each restriction difficult and expensive. We are proposing to remove certain
policies and bring those that remain in line, wherever possible, with other
fundamental policies in place, or expected to be in place, for other Hartford
Funds. This proposal would provide the Funds with additional flexibility in
pursuit of their investment objectives.
Q. DO WE EXPECT THE FUNDS' INVESTMENT APPROACHES TO CHANGE AS RESULT OF ANY OF
THESE PROPOSALS?
A. These changes are being proposed to help streamline the compliance and
regulatory processes, and are not expected to result in any material changes in
the investment strategies or practices of the Funds.
Q. HAVE THE BOARDS OF DIRECTORS APPROVED THESE PROPOSALS?
A. Yes. Your Fund's Board of Directors has reviewed and unanimously 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. WHY ARE MULTIPLE CARDS ENCLOSED?
A. If you own shares through more than one account, you may receive multiple
proxy cards.
Q. WHEN SHOULD I VOTE?
A. Please vote as soon as possible. Representatives of The Hartford or Georgeson
Shareholder Communications, Inc., a firm authorized by The Hartford, may be
contacting you to urge you to vote on these important matters.
Q. HOW DO I VOTE?
A. Shareholders of record can vote proxies by (i) mailing their signed proxy
cards; (ii) calling a toll-free telephone number; or (iii) using the Internet.
The telephone and Internet voting procedures are designed to authenticate
shareholders' identities, to allow shareholders to give their voting
instructions, and to confirm that shareholders' instructions have been properly
recorded. Instructions for shareholders of record who wish to use the telephone
or Internet voting procedures are set forth on the enclosed proxy card(s).
Q. WHOM SHOULD I CALL FOR ADDITIONAL INFORMATION ABOUT THIS PROXY STATEMENT?
A. Please call Georgeson Shareholder Communications, Inc., your Fund's
information agent, toll-free at 888-999-3559.
THE HARTFORD MUTUAL FUNDS, INC.,
ON BEHALF OF THE FOLLOWING SERIES,
THE HARTFORD ADVISERS FUND
THE HARTFORD AGGRESSIVE GROWTH ALLOCATION FUND
THE HARTFORD BALANCED ALLOCATION FUND
THE HARTFORD CAPITAL APPRECIATION FUND
THE HARTFORD CAPITAL APPRECIATION II FUND
THE HARTFORD CONSERVATIVE ALLOCATION FUND
THE HARTFORD DISCIPLINED EQUITY FUND
THE HARTFORD DIVIDEND AND GROWTH FUND
THE HARTFORD EQUITY INCOME FUND
THE HARTFORD FLOATING RATE 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 GROWTH ALLOCATION FUND
THE HARTFORD HIGH YIELD FUND
THE HARTFORD INCOME FUND
THE HARTFORD INCOME ALLOCATION 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 SELECT MIDCAP GROWTH FUND
THE HARTFORD SELECT MIDCAP VALUE 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 the 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 September 7, 2005 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 Company, to elect a Board of Directors.
2. For each Fund, except The Hartford Aggressive Growth Allocation
Fund, The Hartford Balanced Allocation Fund, The Hartford Capital
Appreciation II Fund, The Hartford Conservative Allocation Fund, The
Hartford Floating Rate Fund, The Hartford Growth Allocation Fund,
The Hartford Income Allocation Fund, The Hartford Select MidCap
Growth Fund, and The Hartford Select MidCap Value Fund, to approve a
proposal to permit its investment adviser to select and contract
with investment sub-advisers that are not affiliated with Hartford
Investment Financial Services, LLC or the Funds (other than by
reason of serving as a sub-adviser to one or more of the Funds)
without obtaining shareholder approval.
3. For all Funds, except The Hartford Capital Appreciation II Fund, The
Hartford Floating Rate Fund, The Hartford Select Mid Cap Growth
Fund, The Hartford Select Mid Cap Value Fund, The Hartford Global
Communications Fund, and The Hartford Global Financial Services
Fund, each a separate series of The Hartford Mutual Funds, Inc., to
approve proposals to combine, eliminate or revise certain
fundamental policies of the Funds.
4. To transact such other business as may properly come before the
Meeting.
The Board of Directors of each Company unanimously recommends approval of
each item listed in this notice, as applicable. Shareholders of record on June
21, 2005 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(S) AS
PROMPTLY AS POSSIBLE, OR TAKE ADVANTAGE OF THE TELEPHONIC OR INTERNET VOTING
PROCEDURES DESCRIBED ON THE PROXY CARD(S), 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/ Edward P. Macdonald
Edward P. Macdonald
Secretary
Dated: [JUNE __, 2005]
THE HARTFORD MUTUAL FUNDS, INC.,
ON BEHALF OF THE FOLLOWING SERIES,
THE HARTFORD ADVISERS FUND
THE HARTFORD AGGRESSIVE GROWTH ALLOCATION FUND
THE HARTFORD BALANCED ALLOCATION FUND
THE HARTFORD CAPITAL APPRECIATION FUND
THE HARTFORD CAPITAL APPRECIATION II FUND
THE HARTFORD CONSERVATIVE ALLOCATION FUND
THE HARTFORD DISCIPLINED EQUITY FUND
THE HARTFORD DIVIDEND AND GROWTH FUND
THE HARTFORD EQUITY INCOME FUND
THE HARTFORD FLOATING RATE 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 GROWTH ALLOCATION FUND
THE HARTFORD HIGH YIELD FUND
THE HARTFORD INCOME FUND
THE HARTFORD INCOME ALLOCATION 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 SELECT MIDCAP GROWTH FUND
THE HARTFORD SELECT MIDCAP VALUE 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
PROXY STATEMENT
[JUNE __, 2005]
The enclosed proxy card(s) are 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 (the "Meeting") of each of the series of the Companies
listed above (each, a "Fund," and together, the "Funds"), to be held September
7, 2005, 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) or postponement(s) of the Meeting. The mailing address of
the principal executive offices for both Companies is P.O. Box 2999, Hartford,
Connecticut 06104-2999.
The costs of solicitation, including the cost of preparing and mailing the
Notice of Joint Special Meeting of Shareholders and this Proxy Statement, will
be paid by the Funds on a pro rata basis based on the relative net assets of
each Fund. The approximate mailing date of this Proxy Statement is July 18,
2005. Representatives of the Hartford Financial Services Group, Inc. ("The
Hartford") or a firm authorized by The Hartford may solicit proxies by means of
mail or telephone calls. Georgeson Shareholder Communications, Inc.,
("Georgeson") has been engaged to assist in the solicitation of proxies, at an
estimated cost of $2,300,000, plus expenses. As the Meeting date approaches,
certain shareholders of each Fund may receive a telephone call from a
representative of Georgeson if their votes have not yet been received. Proxies
that are obtained telephonically will be recorded in accordance with the
procedures described below. These procedures are reasonably designed to ensure
that both the identity of the shareholder casting the vote and the voting
instructions of the shareholder are accurately determined.
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 Edward P. Macdonald, the Secretary of both Companies.
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 cards,
those shareholders' votes will be voted or the votes will be withheld in
accordance with the shareholders' choices. With regard to Proposal I, the
election of directors, votes may be cast for all nominees, withheld for all
nominees, or withheld for certain nominees. Abstentions may be specified for
Proposals II and III (to permit each Fund's investment adviser to select and
contract with certain sub-advisers without obtaining shareholder approval, and
to approve changes to fundamental investment policies, respectively). With
respect to Proposals II and III, abstentions 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(s),
shareholders are also able to vote by touchtone telephone or by Internet by
following the instructions included with the proxy card(s) accompanying this
Proxy Statement. Shareholders will have an opportunity to review their voting
instructions and make any necessary changes before submitting their voting
instructions and terminating the telephone call or Internet link.
2
In all cases where a telephonic proxy is solicited, the Georgeson
representative is required to ask for each shareholder's full name and address,
or the zip code or employer identification number, and to confirm that the
shareholder has received the proxy materials in the mail. If the shareholder is
a corporation or other entity, the Georgeson representative is required to ask
for the person's title and confirmation that the person is authorized to direct
the voting of the shares. If the information solicited agrees with the
information provided to Georgeson, then the Georgeson representative has the
responsibility to explain the process, read the Proposals listed on the proxy
card(s) and ask for the shareholder's instructions on each Proposal. Although
the Georgeson representative is permitted to answer questions about the process,
he or she is not permitted to recommend to the shareholder how to vote, other
than to read any recommendation set forth in this Proxy Statement. Georgeson
will record the shareholder's instructions on the card(s). Within 72 hours, the
shareholder will be sent a letter or mailgram to confirm his or her vote and
asking the shareholder to call Georgeson immediately if his or her instructions
are not correctly reflected in the confirmation. 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(s) or by touchtone
telephone or the Internet as set forth above. The proxy vote received last in
time from each shareholder, 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 June
21, 2005 (the "Record Date") may vote at the Meeting or any adjournment(s) or
postponement(s) of the Meeting. Attachment 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 Hartford Aggressive Growth Allocation Fund, The
Hartford Balanced Allocation Fund, The Hartford Conservative Allocation Fund,
The Hartford Growth Allocation Fund, and The Hartford Income Allocation Fund
(each, a "Fund of Funds," and collectively, the "Funds of Funds") are series of
The Hartford Mutual Funds, Inc. whose only investments are shares of certain
other series of the Companies (the "Underlying Funds"). The Funds of Funds have
granted HIFSCO the authority to vote proxies on their behalf. HIFSCO will vote
proxies, with respect to the shares of Underlying Funds owned by the Funds of
Funds, in what it believes are the best economic interests of the Funds of Funds
and in accordance with its Proxy Policies and Procedures.
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 Fund for which matters will be
considered that will affect that Fund individually, 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
Fund. 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 and the most recent
semi-annual report, succeeding the annual report, if any, is available upon
request. If you would like to receive a copy, please contact the Company in
question at 500 Bielenberg Drive, Woodbury, Minnesota 55125-4401 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 table identifies the various proposals set forth in this
Proxy Statement and indicates which Funds are affected by each proposal. An "X"
denotes that a Fund is affected by the proposal and that the Fund's shareholders
are solicited with respect to that proposal.
3
THE
HARTFORD THE
THE AGGRESSIVE HARTFORD THE HARTFORD THE HARTFORD THE HARTFORD
HARTFORD GROWTH BALANCED CAPITAL CAPITAL CONSERVATIVE THE HARTFORD
ADVISERS ALLOCATION ALLOCATION APPRECIATION APPRECIATION ALLOCATION DISCIPLINED
PROPOSAL: FUND FUND FUND FUND II FUND FUND EQUITY FUND
- ------------------- -------- ---------- ---------- ------------ ------------ ------------ ------------
I. TO ELECT A X X X X X X X
BOARD OF DIRECTORS
II. TO PERMIT THE X X X
FUND'S INVESTMENT
ADVISER TO SELECT
AND CONTRACT WITH
SUB-ADVISERS
WITHOUT OBTAINING
SHAREHOLDER
APPROVAL
III.A(i) TO REVISE X X
THE FUNDAMENTAL
POLICY REGARDING
THE ISSUING OF
SENIOR SECURITIES
III.A(ii) TO X X
REVISE THE
FUNDAMENTAL POLICY
REGARDING THE
BORROWING OF MONEY
III.A(iii) TO
REVISE THE
FUNDAMENTAL POLICY
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 X X
THE FUNDAMENTAL
POLICY REGARDING
UNDERWRITING
SECURITIES
4
THE
HARTFORD THE
THE AGGRESSIVE HARTFORD THE HARTFORD THE HARTFORD THE HARTFORD
HARTFORD GROWTH BALANCED CAPITAL CAPITAL CONSERVATIVE THE HARTFORD
ADVISERS ALLOCATION ALLOCATION APPRECIATION APPRECIATION ALLOCATION DISCIPLINED
PROPOSAL: FUND FUND FUND FUND II FUND FUND EQUITY FUND
- ------------------- -------- ---------- ---------- ------------ ------------ ------------ ------------
III.D TO REVISE X X
THE FUNDAMENTAL
POLICY REGARDING
INVESTMENTS IN
REAL ESTATE AND
INTERESTS THEREIN
III.E TO REVISE X X
THE FUNDAMENTAL
POLICY REGARDING
PURCHASES AND
SALES OF
COMMODITIES AND
COMMODITIES
CONTRACTS
III.F TO REVISE X X
THE FUNDAMENTAL
POLICY REGARDING
THE
DIVERSIFICATION OF
INVESTMENTS
III.G TO REVISE X X X X 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 X X
THE FUNDAMENTAL
POLICY REGARDING
THE MAKING OF LOANS
5
THE
HARTFORD THE
THE AGGRESSIVE HARTFORD THE HARTFORD THE HARTFORD THE HARTFORD
HARTFORD GROWTH BALANCED CAPITAL CAPITAL CONSERVATIVE THE HARTFORD
ADVISERS ALLOCATION ALLOCATION APPRECIATION APPRECIATION ALLOCATION DISCIPLINED
PROPOSAL: FUND FUND FUND FUND II FUND FUND EQUITY FUND
- ------------------- -------- ---------- ---------- ------------ ------------ ------------ ------------
III.J TO ELIMINATE
THE FUNDAMENTAL
POLICY REGARDING
SHORT SALES
III.K TO REVISE
THE FUNDAMENTAL
POLICY REGARDING
INVESTMENTS WITHIN
CERTAIN INDUSTRIES
THE THE
HARTFORD THE HARTFORD THE THE
DIVIDEND HARTFORD THE THE THE HARTFORD GLOBAL HARTFORD HARTFORD
AND EQUITY HARTFORD HARTFORD GLOBAL FINANCIAL GLOBAL GLOBAL
GROWTH INCOME FLOATING FOCUS COMMUNICATIONS SERVICES HEALTH LEADERS
PROPOSAL: FUND FUND RATE FUND FUND FUND FUND FUND FUND
- ------------------- -------- -------- --------- -------- -------------- --------- -------- --------
I. TO ELECT A X 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
III.A(i) TO REVISE X
THE FUNDAMENTAL
POLICY REGARDING
THE ISSUING OF
SENIOR SECURITIES
III.A(ii) TO X
REVISE THE
FUNDAMENTAL POLICY
REGARDING THE
BORROWING OF MONEY
6
THE THE
HARTFORD THE HARTFORD THE THE
DIVIDEND HARTFORD THE THE THE HARTFORD GLOBAL HARTFORD HARTFORD
AND EQUITY HARTFORD HARTFORD GLOBAL FINANCIAL GLOBAL GLOBAL
GROWTH INCOME FLOATING FOCUS COMMUNICATIONS SERVICES HEALTH LEADERS
PROPOSAL: FUND FUND RATE FUND FUND FUND FUND FUND FUND
- ------------------- -------- -------- --------- -------- -------------- --------- -------- --------
III.A(iii) TO
REVISE THE
FUNDAMENTAL POLICY
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 X
THE FUNDAMENTAL
POLICY REGARDING
UNDERWRITING
SECURITIES
III.D TO REVISE X
THE FUNDAMENTAL
POLICY REGARDING
INVESTMENTS IN
REAL ESTATE AND
INTERESTS THEREIN
III.E TO REVISE X
THE FUNDAMENTAL
POLICY REGARDING
PURCHASES AND
SALES OF
COMMODITIES AND
COMMODITIES
CONTRACTS
7
THE THE
HARTFORD THE HARTFORD THE THE
DIVIDEND HARTFORD THE THE THE HARTFORD GLOBAL HARTFORD HARTFORD
AND EQUITY HARTFORD HARTFORD GLOBAL FINANCIAL GLOBAL GLOBAL
GROWTH INCOME FLOATING FOCUS COMMUNICATIONS SERVICES HEALTH LEADERS
PROPOSAL: FUND FUND RATE FUND FUND FUND FUND FUND FUND
- ------------------- -------- -------- --------- -------- -------------- --------- -------- --------
III.F TO REVISE
THE FUNDAMENTAL
POLICY REGARDING
THE
DIVERSIFICATION OF
INVESTMENTS
III.G TO REVISE X X 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 X
THE FUNDAMENTAL
POLICY REGARDING
THE MAKING OF LOANS
III.J TO ELIMINATE
THE FUNDAMENTAL
POLICY REGARDING
SHORT SALES
8
THE THE
HARTFORD THE HARTFORD THE THE
DIVIDEND HARTFORD THE THE THE HARTFORD GLOBAL HARTFORD HARTFORD
AND EQUITY HARTFORD HARTFORD GLOBAL FINANCIAL GLOBAL GLOBAL
GROWTH INCOME FLOATING FOCUS COMMUNICATIONS SERVICES HEALTH LEADERS
PROPOSAL: FUND FUND RATE FUND FUND FUND FUND FUND FUND
- ------------------- -------- -------- --------- -------- -------------- --------- -------- --------
III.K TO REVISE X
THE FUNDAMENTAL
POLICY REGARDING
INVESTMENTS WITHIN
CERTAIN INDUSTRIES
THE THE THE HARTFORD
THE HARTFORD HARTFORD THE THE HARTFORD THE INTERNATIONAL
GLOBAL GROWTH HARTFORD HARTFORD INCOME HARTFORD CAPITAL
TECHNOLOGY ALLOCATION HIGH YIELD INCOME ALLOCATION INFLATION APPRECIATION
PROPOSAL: FUND FUND FUND FUND FUND PLUS 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
FUND'S INVESTMENT
ADVISER TO SELECT AND
CONTRACT WITH
SUB-ADVISERS WITHOUT
OBTAINING 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
POLICY 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
9
THE THE THE HARTFORD
THE HARTFORD HARTFORD THE THE HARTFORD THE INTERNATIONAL
GLOBAL GROWTH HARTFORD HARTFORD INCOME HARTFORD CAPITAL
TECHNOLOGY ALLOCATION HIGH YIELD INCOME ALLOCATION INFLATION APPRECIATION
PROPOSAL: FUND FUND FUND FUND FUND PLUS FUND FUND
- ---------------------- ------------ ---------- ---------- -------- ---------- --------- -------------
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
III.F TO REVISE THE
FUNDAMENTAL POLICY
REGARDING THE
DIVERSIFICATION OF
INVESTMENTS
III.G TO REVISE THE X X X X X 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
10
THE THE THE HARTFORD
THE HARTFORD HARTFORD THE THE HARTFORD THE INTERNATIONAL
GLOBAL GROWTH HARTFORD HARTFORD INCOME HARTFORD CAPITAL
TECHNOLOGY ALLOCATION HIGH YIELD INCOME ALLOCATION INFLATION APPRECIATION
PROPOSAL: FUND FUND FUND FUND FUND PLUS FUND FUND
- ---------------------- ------------ ---------- ---------- -------- ---------- --------- -------------
III.J TO ELIMINATE
THE FUNDAMENTAL
POLICY REGARDING
SHORT SALES
III.K TO REVISE THE X
FUNDAMENTAL POLICY
REGARDING INVESTMENTS
WITHIN CERTAIN
INDUSTRIES
THE THE THE
HARTFORD THE THE HARTFORD HARTFORD THE
THE HARTFORD INTERNATIONAL THE HARTFORD HARTFORD SELECT SELECT HARTFORD
INTERNATIONAL SMALL HARTFORD MIDCAP MONEY MIDCAP MIDCAP SHORT
OPPORTUNITIES COMPANY MIDCAP VALUE MARKET GROWTH VALUE DURATION
PROPOSAL: FUND FUND FUND FUND FUND FUND FUND FUND
- ------------------- ------------- ------------- -------- -------- -------- -------- -------- --------
I. TO ELECT A X X X X X X X X
BOARD OF DIRECTORS
II. TO PERMIT THE X X X X X X
FUND'S INVESTMENT
ADVISER TO SELECT
AND CONTRACT WITH
SUB-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
11
THE THE THE
HARTFORD THE THE HARTFORD HARTFORD THE
THE HARTFORD INTERNATIONAL THE HARTFORD HARTFORD SELECT SELECT HARTFORD
INTERNATIONAL SMALL HARTFORD MIDCAP MONEY MIDCAP MIDCAP SHORT
OPPORTUNITIES COMPANY MIDCAP VALUE MARKET GROWTH VALUE DURATION
PROPOSAL: FUND FUND FUND FUND FUND FUND FUND FUND
- ------------------- ------------- ------------- -------- -------- -------- -------- -------- --------
III.A(iii) TO
REVISE THE
FUNDAMENTAL POLICY
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
12
THE THE THE
HARTFORD THE THE HARTFORD HARTFORD THE
THE HARTFORD INTERNATIONAL THE HARTFORD HARTFORD SELECT SELECT HARTFORD
INTERNATIONAL SMALL HARTFORD MIDCAP MONEY MIDCAP MIDCAP SHORT
OPPORTUNITIES COMPANY MIDCAP VALUE MARKET GROWTH VALUE DURATION
PROPOSAL: FUND FUND FUND FUND FUND FUND FUND FUND
- ------------------- ------------- ------------- -------- -------- -------- -------- -------- --------
III.F TO REVISE
THE FUNDAMENTAL
POLICY REGARDING
THE
DIVERSIFICATION OF
INVESTMENTS
III.G TO REVISE X X X X 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 FUNDAMENTAL
POLICY REGARDING
THE MAKING OF LOANS
III.J TO ELIMINATE
THE FUNDAMENTAL
POLICY REGARDING
SHORT SALES
III.K TO REVISE
THE FUNDAMENTAL
POLICY REGARDING
INVESTMENTS WITHIN
CERTAIN INDUSTRIES
13
THE HARTFORD THE HARTFORD
SMALL TAX-FREE THE HARTFORD THE HARTFORD
COMPANY THE HARTFORD CALIFORNIA TAX-FREE NEW TOTAL RETURN THE HARTFORD
PROPOSAL: FUND STOCK FUND FUND YORK FUND BOND FUND VALUE 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-ADVISERS WITHOUT
OBTAINING SHAREHOLDER
APPROVAL
III.A(i) TO REVISE THE X
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 POLICY
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
14
THE HARTFORD THE HARTFORD
SMALL TAX-FREE THE HARTFORD THE HARTFORD
COMPANY THE HARTFORD CALIFORNIA TAX-FREE NEW TOTAL RETURN THE HARTFORD
PROPOSAL: FUND STOCK FUND FUND YORK FUND BOND FUND VALUE FUND
- ----------------------- ------------ ------------ ------------ ------------ ------------ ------------
III.E TO REVISE THE X
FUNDAMENTAL POLICY
REGARDING PURCHASES
AND SALES OF
COMMODITIES AND
COMMODITIES CONTRACTS
III.F TO REVISE THE X
FUNDAMENTAL POLICY
REGARDING THE
DIVERSIFICATION OF
INVESTMENTS
III.G TO REVISE THE X X X X X 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 POLICY
REGARDING INVESTMENTS
WITHIN CERTAIN
INDUSTRIES
THE
THE THE THE HARTFORD
THE THE HARTFORD HARTFORD HARTFORD HARTFORD U.S. THE HARTFORD
HARTFORD GROWTH SMALLCAP TAX-FREE TAX-FREE GOVERNMENT VALUE
GROWTH OPPORTUNITIES GROWTH MINNESOTA NATIONAL SECURITIES OPPORTUNITIES
PROPOSAL: FUND FUND FUND FUND FUND 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
15
THE
THE THE THE HARTFORD
THE THE HARTFORD HARTFORD HARTFORD HARTFORD U.S. THE HARTFORD
HARTFORD GROWTH SMALLCAP TAX-FREE TAX-FREE GOVERNMENT VALUE
GROWTH OPPORTUNITIES GROWTH MINNESOTA NATIONAL SECURITIES OPPORTUNITIES
PROPOSAL: FUND FUND FUND FUND FUND FUND FUND
- ---------------------- -------- ------------- -------- --------- -------- ---------- -------------
FUND'S INVESTMENT
ADVISER TO SELECT AND
CONTRACT WITH
SUB-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
POLICY REGARDING THE
BORROWING OF MONEY,
ISSUING OF SENIOR
SECURITIES AND
PURCHASING SECURITIES
ON MARGIN
III.B TO ELIMINATE X
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 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
16
THE
THE THE THE HARTFORD
THE THE HARTFORD HARTFORD HARTFORD HARTFORD U.S. THE HARTFORD
HARTFORD GROWTH SMALLCAP TAX-FREE TAX-FREE GOVERNMENT VALUE
GROWTH OPPORTUNITIES GROWTH MINNESOTA NATIONAL SECURITIES OPPORTUNITIES
PROPOSAL: FUND FUND FUND FUND FUND FUND FUND
- ---------------------- -------- ------------- -------- --------- -------- ---------- -------------
CONTRACTS
III.F TO REVISE THE
FUNDAMENTAL POLICY
REGARDING THE
DIVERSIFICATION OF
INVESTMENTS
III.G TO REVISE THE X X X X X X X
FUNDAMENTAL POLICY
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 X
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 X
THE FUNDAMENTAL
POLICY REGARDING
SHORT SALES
III.K TO REVISE THE
FUNDAMENTAL POLICY
REGARDING INVESTMENTS
WITHIN CERTAIN
INDUSTRIES
17
SHARE OWNERSHIP
The following table sets forth the dollar range of equity securities
beneficially owned by each director of the Companies or nominee for election as
a director of the Companies in each of the Funds and on an aggregate basis in
any registered investment companies overseen or to be overseen by the director
or nominee within the same family of investment companies, as of April 30, 2005.
NON-INTERESTED DIRECTORS
AGGREGATE DOLLAR RANGE
OF EQUITY SECURITIES IN
ALL REGISTERED INVESTMENT
COMPANIES OVERSEEN
DOLLAR RANGE OF EQUITY SECURITIES BY DIRECTOR IN FAMILY OF
NAME OF DIRECTOR IN THE FUND INVESTMENT COMPANIES
- ------------------------ --------------------------------- -------------------------
Lynn S. Birdsong
Dr. Robert M. Gavin, Jr.
Duane E. Hill
Phillip O. Peterson
Sandra S. Jaffee(1)
William P. Johnston(2)
1 Ms. Jaffee is a director of The Hartford Mutual Funds, Inc. but is
not currently a director of The Hartford Mutual Funds II, Inc.
2 Mr. Johnston is not currently a director of any of the Companies.
INTERESTED DIRECTORS
AGGREGATE DOLLAR RANGE
OF EQUITY SECURITIES IN
ALL REGISTERED INVESTMENT
COMPANIES OVERSEEN
DOLLAR RANGE OF EQUITY SECURITIES BY DIRECTOR IN FAMILY OF
NAME OF DIRECTOR IN THE FUND INVESTMENT COMPANIES
- ---------------------- -------------------------------- -------------------------
Thomas M. Marra
Lowndes A. Smith
David M. Znamierowski(1)
(1) Mr. Znamierowski is a director of The Hartford Mutual Funds, Inc. but is
not currently a director of The Hartford Mutual Funds II, Inc.
As of April 30, 2005, all directors and officers as a group owned less
than 1% of the outstanding shares of each class of each Fund. As of May 31,
2005, 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
Attachment B.
18
As of April 30, 2005, 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 I
ELECTION OF DIRECTORS
At the Meeting, shareholders will be asked to elect members to each
Company's Board of Directors. There are nine positions on each Company's Board
of Directors. Currently, The Hartford Mutual Funds, Inc. has eight directors,
all of whom are being nominated for re-election to the Board of that Company.
The Hartford Mutual Funds II, Inc. currently has six directors, all of whom are
being nominated for re-election to the Board of that Company. All of the
nominees, except William P. Johnston, currently serve as director of one or both
of the Companies. The current composition of each Company's Board of Directors
is the same, with the exception of David M. Znamierowski and Sandra S. Jaffee,
each of whom serves on the Board of Directors of The Hartford Mutual Funds,
Inc., but does not serve on the Board of Directors of The Hartford Mutual Funds
II, Inc. In addition to being nominated for re-election to the Board of
Directors of The Hartford Mutual Funds, Inc., Mr. Znamierowski was recommended
by the Companies' investment adviser to serve as a member of the Board of
Directors of The Hartford Mutual Funds II, Inc. and is being nominated for
election to the Board of Directors of that Company. Sandra S. Jaffee was
previously selected by the Board of Directors of The Hartford Mutual Funds, Inc.
to serve as a director of that Company, and is now nominated for election to the
Board of Directors of that Company. In addition, Ms. Jaffee was recommended by
the non-interested directors of the Companies to serve as a member of the Board
of Directors of The Hartford Mutual Funds II, Inc., and is being nominated for
election to the Board of Directors of that Company. Lynn S. Birdsong and Thomas
M. Marra were both previously selected by the Board of Directors of each Company
to serve as directors of the Companies, and are now nominated for election to
the Board of Directors of each Company. William P. Johnston is being nominated
for election to the Board of Directors of each Company. Mr. Johnston was
recommended by the non-interested directors of the Companies to serve as a
member 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, the number of
portfolios overseen by each nominee, and the other directorships held by each
nominee is set forth below. The mailing address of each nominee is to Edward P.
Macdonald, Secretary of the Company in question, c/o Hartford Mutual Funds, 200
Hopmeadow Street, Simsbury, Connecticut 06089.
NOMINEES FOR ELECTION AS NON-INTERESTED DIRECTORS
NUMBER OF
POSITION PORTFOLIOS IN OTHER
HELD WITH TERM OF OFFICE* FUND COMPLEX DIRECTORSHIPS
NAME AND THE AND HAS SERVED PRINCIPAL OCCUPATION(S) OVERSEEN BY HELD BY
AGE COMPANIES SINCE DURING LAST 5 YEARS DIRECTOR DIRECTOR
--- --------- ----- ------------------- -------- --------
- --------
H The "non-interested directors" of the Companies are those directors who
are not "interested persons," as defined in the Investment Company Act of
1940, by virtue of an affiliation with, or equity ownership of, HIFSCO,
Hartford Investment Management, or other affiliated companies.
19
NUMBER OF
POSITION PORTFOLIOS IN OTHER
HELD WITH TERM OF OFFICE* FUND COMPLEX DIRECTORSHIPS
NAME AND THE AND HAS SERVED PRINCIPAL OCCUPATION(s) OVERSEEN BY HELD BY
AGE COMPANIES SINCE DURING LAST 5 YEARS DIRECTOR DIRECTOR
--- --------- ----- ------------------- -------- --------
Lynn S. Director 2003 From 1979 to 2002, Mr. 80 Mr. Birdsong is
Birdsong(1) Birdsong was a managing a director of
(age 58) director of Zurich Scudder The Japan Fund.
Investments, an
investment management
firm. In 2003, Mr.
Birdsong became an
independent director of
The Japan Fund; during
his employment with
Scudder, he was an
interested director of
The Japan Fund. From
2003 to March 2005, Mr.
Birdsong was an
independent director of
the Atlantic Whitehall
Funds. Since 1981, Mr.
Birdsong has been a
partner in Birdsong
Company, an advertising
specialty firm.
Dr. Robert M. Director and The Hartford Mutual Dr. Gavin is an educational 80 None
Gavin(1) Chairman of Funds, Inc. - 2002 consultant. Prior to
(age 64) the Board September 1, 2001, he was
The Hartford Mutual President of Cranbrook
Funds II, Inc. - Education Community; and
1986 prior to July 1996, he was
President of Macalester
College, St. Paul, Minnesota.
20
NUMBER OF
POSITION PORTFOLIOS IN OTHER
HELD WITH TERM OF OFFICE* FUND COMPLEX DIRECTORSHIPS
NAME AND THE AND HAS SERVED PRINCIPAL OCCUPATION(s) OVERSEEN BY HELD BY
AGE COMPANIES SINCE DURING LAST 5 YEARS DIRECTOR DIRECTOR
--- --------- ----- ------------------- -------- --------
Duane E. Hill(1) Director The Hartford Mutual Mr. Hill is Partner Emeritus 80 None
(age 59) Funds, Inc. - 2001 and a founding partner of TSG
Capital Group, a private
The Hartford Mutual equity investment firm that
Funds II, Inc. - serves as sponsor and lead
2002 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.
Sandra S. Jaffee Director(2) The Hartford Mutual Ms. Jaffee is an Entrepreneur 63 None
(1) (age 63) Funds, Inc. - 2005 in Residence with Warburg
Pincus, a private
equity firm. From
September 1995 to July
2004, Ms. Jaffee served
as Executive Vice
President at Citigroup,
where she was President
and Chief Executive
Officer of Citibank's
Global Securities
Services (1995-2003).
Phillip O. Director The Hartford Mutual Mr. Peterson is a mutual fund 80 None
Peterson(1) Funds, Inc. - 2002 industry consultant. He was
(age 60) a partner of KPMG LLP (an
The Hartford Mutual accounting firm) until July
Funds II, Inc. - 1999. In January 2004, Mr.
2000 Peterson was appointed
Independent President of
Strong Mutual Funds.
21
NUMBER OF
POSITION PORTFOLIOS IN OTHER
HELD WITH TERM OF OFFICE* FUND COMPLEX DIRECTORSHIPS
NAME AND THE AND HAS SERVED PRINCIPAL OCCUPATION(s) OVERSEEN BY HELD BY
AGE COMPANIES SINCE DURING LAST 5 YEARS DIRECTOR DIRECTOR
--- --------- ----- ------------------- -------- --------
William P. None N/A Mr. Johnston joined the Board None Mr. Johnston is
Johnston of Directors of Renal Care Chairman of the
(age 60) Group, Inc. in November 2002 Board of
and currently serves as Directors of
Chairman of the Board (March Renal Care
2003-present). From August Group, Inc.
2001 until December 2002, Mr.
Johnston was Managing
Director of SunTrust Robinson
Humphrey, the investment
banking division of SunTrust
Banks, Inc. Previously, Mr.
Johnston was Vice
Chairman of the
investment banking
affiliate of SunTrust
Banks, Inc., from 1998
through 2001, where he
was also Chief
Executive Officer from
1998 through April
2000.
* 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 each company, except for Ms. Jaffee, who
is a member of the Audit Committee of The Hartford Mutual Funds, Inc.
only.
(2) Director of The Hartford Mutual Funds, Inc. only. Ms. Jaffee is a
consultant for a controlling shareholder of Institutional Shareholder
Services, Inc., an unaffiliated third party corporate governance research
service company ("ISS"), and serves as a director of ISS and as a member
of the Executive Committee of the board of directors of ISS. From time to
time, ISS may provide in-depth analyses of shareholder meeting agendas,
vote recommendations, record-keeping or vote disclosure services to one or
more of the sub-advisers to the Funds.
NOMINEES FOR ELECTION AS INTERESTED DIRECTORS
NUMBER OF
POSITION TERM OF PORTFOLIOS IN OTHER
HELD WITH OFFICE* AND FUND COMPLEX DIRECTORSHIPS
NAME AND THE HAS SERVED PRINCIPAL OCCUPATION(s) OVERSEEN BY HELD BY
AGE COMPANIES SINCE DURING LAST 5 YEARS DIRECTOR DIRECTOR
--- --------- ----- ------------------- -------- --------
22
NUMBER OF
POSITION TERM OF PORTFOLIOS IN OTHER
HELD WITH OFFICE* AND FUND COMPLEX DIRECTORSHIPS
NAME AND THE HAS SERVED PRINCIPAL OCCUPATION(s) OVERSEEN BY HELD BY
AGE COMPANIES SINCE DURING LAST 5 YEARS DIRECTOR DIRECTOR
--- --------- ----- ------------------- -------- --------
Thomas M. Marra** Director 2002 Mr. Marra is President and 80 Mr. Marra is a
(age 46) Chief Operating Officer of member of the
Hartford Life, Inc. He is Board of
also a member of the Board of Directors of The
Directors and a member of the Hartford.
Office of the Chairman for
The Hartford, the parent
company of Hartford Life,
Inc. Mr. Marra was named
President of Hartford Life,
Inc. in 2001 and Chief
Operating Officer in 2000,
and served as 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 ("HL
Advisors").
Lowndes A. Smith** Director The Hartford Mr. Smith served as Vice 80 Mr. Smith is a
(age 65) Mutual Funds, Chairman of The Hartford from director of
Inc. - 1996 February 1997 to January White Mountains
2002, as President and Chief Insurance Group
The Hartford Executive Officer of Hartford Ltd.
Mutual Funds II, Life, Inc. from February 1997
Inc. - to January 2002, and as
2002 President and Chief Operating
Officer of The Hartford Life
Insurance Companies from
January 1989 to January 2002.
23
NUMBER OF
POSITION TERM OF PORTFOLIOS IN OTHER
HELD WITH OFFICE* AND FUND COMPLEX DIRECTORSHIPS
NAME AND THE HAS SERVED PRINCIPAL OCCUPATION(s) OVERSEEN BY HELD BY
AGE COMPANIES SINCE DURING LAST 5 YEARS DIRECTOR DIRECTOR
--- --------- ----- ------------------- -------- --------
David M. Director(1) and Director, The Mr. Znamierowski currently 62 None
Znamierowski President and Hartford Mutual serves as President of
(age 44)** Chief Funds, Inc. - Hartford Investment
Executive 1999 Management Company ("Hartford
Officer Investment Management");
President, The Executive Vice President and
Hartford Mutual Chief Investment Officer for
Funds, Inc. - Hartford Life Insurance
19992 Company ("Hartford Life");
Executive Vice President and
President, The Chief Investment Officer of
Hartford Mutual Hartford Life, Inc.; and
Funds II, Inc. - Executive Vice President and
2001(2) Chief Investment Officer of
The Hartford. Mr.
Chief Executive Znamierowski is also a
Officer - 2005 Managing Member and Executive
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.
** Mr. Marra and Mr. Znamierowski are interested directors due to positions
they hold with affiliates of the Companies. Mr. Smith is an interested
director because he owns stock of the parent company of HIFSCO.
(1) Director of The Hartford Mutual Funds, Inc. only.
(2) Mr. Znamierowski has served as President of The Hartford Mutual Funds,
Inc. from 1999 to date and of The Hartford Mutual Funds II, Inc. from 2001
to date, with the exception of the period from February 1, 2005 to March
27, 2005, during which time Mr. John Walters served in those capacities.
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 Company's Assistant
Secretary at the address provided in the Fund's prospectus.
The Board of each Company has established an Audit Committee, a Nominating
Committee, a Litigation Committee, and an Investment Committee. The Audit
Committee of each Company currently consists of all non-interested directors of
each Company. The Audit Committee of each Company met four times during the
fiscal year ended October 31, 2004. The functions performed by each Audit
Committee, which are contained in the Audit Committee's written charter, are to
(i) oversee the Funds' accounting and financial reporting policies and
practices, their internal controls and, as appropriate, the internal controls of
certain service providers; (ii) assist the Board in its oversight of the
qualifications, independence, and performance of the Funds' independent
registered public accounting firm, the quality, objectivity, and
24
integrity of the Funds' financial statements and the independent audit thereof,
and the performance of the Company's internal audit function; and (iii) act as a
liaison between the Funds' independent registered public accounting firm and the
full Board of Directors.
The non-interested directors of each Company's Board of Directors comprise
the Company's Nominating Committee. The Nominating Committee of each Company met
three times during the fiscal year ended October 31, 2004. The function of the
Nominating Committee, which is described in the Nominating Committee's written
charter, is to screen and select non-interested candidates to the Board of
Directors. The charter, which is not available on the Funds' website, is
attached hereto as Attachment C.
The Nominating Committee will consider nominees for non-interested
directors recommended by shareholders if a vacancy among the non-interested
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 Investment Company Act of 1940 ("the
1940 Act"), and appropriate documentation to support the statement; (iv) all
information regarding the nominee that would 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 Company'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 who has previously been considered by
the Nominating Committee. Candidates submitted by shareholders are evaluated
according to the same criteria as other non-interested 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.
The Nominating Committee may, from time to time, engage the services of an
independent consultant to identify and screen suitable prospective board
candidates. Care is given to ensure 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 generally are considered as a minimum requirement for consideration as
a non-interested 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 non-interested 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 is 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;
25
- 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.
The Litigation Committee of each Company is made up of the following
non-interested members of the Board of Directors of each Company: Robert M.
Gavin, Lynn S. Birdsong, Duane E. Hill, and Sandra S. Jaffee." The Litigation
Committee, which was established on February 5, 2004, manages any legal actions
that are brought by, on behalf of or against the Funds, their respective Boards
and/or the non-interested directors. The Litigation Committee met two times
during the fiscal year ended October 31, 2004.
The Investment Committee of each Company was established on February 1,
2005. The Investment Committee is made up of all directors of each respective
Company. The Investment Committee of each Company assists the respective Boards
in its oversight of the Funds' investment performance and related matters.
During each Fund's fiscal year ended October 31, 2004, there were eight
meetings of each Company's 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, 2004, the Funds paid a fee to each director
who is not an officer or employee of The Hartford, HIFSCO or any affiliated
company.
The following table sets forth the compensation that each director
received during the fiscal year ended October 31, 2004, from each Company and
the entire Hartford fund complex.
TOTAL
AGGREGATE AGGREGATE PENSION OR COMPENSATION
COMPENSATION COMPENSATION RETIREMENT ESTIMATED FROM THE FUNDS
FROM THE FROM THE BENEFITS ACCRUED ANNUAL BENEFITS AND FUND
HARTFORD MUTUAL HARTFORD MUTUAL AS PART OF FUND UPON COMPLEX PAID TO
NAME OF PERSON, POSITION FUNDS, INC. FUNDS II, INC. EXPENSES RETIREMENT DIRECTORS(1)
------------------------ ----------- --------------- -------- ---------- ----------
NON-INTERESTED DIRECTORS
Lynn S. Birdsong, Director $ 27,437 $ 3,001 $ 0 $ 0 $ 121,750
Dr. Robert M. Gavin, Jr.
Director $ 31,952 $ 3,486 $ 0 $ 0 $ 141,750
- ----------
(1) Ms. Jaffee serves on the Litigation Committee for The Hartford Mutual
Funds, Inc. only.
26
TOTAL
AGGREGATE AGGREGATE PENSION OR COMPENSATION
COMPENSATION COMPENSATION RETIREMENT ESTIMATED FROM THE FUNDS
FROM THE FROM THE BENEFITS ACCRUED ANNUAL BENEFITS AND FUND
HARTFORD MUTUAL HARTFORD MUTUAL AS PART OF FUND UPON COMPLEX PAID TO
NAME OF PERSON, POSITION FUNDS, INC. FUNDS II, INC. EXPENSES RETIREMENT DIRECTORS(1)
------------------------ ----------- --------------- -------- ---------- ----------
Duane E. Hill,
Director $ 28,283 $ 3,092 $ 0 $ 0 $ 125,500
Phillip O. Peterson, $ 26,479 $ 2,896 $ 0 $ 0 $ 117,500
Director
Sandra S. Jaffee,
Director(2) $ 0 $ 0 $ 0 $ 0 $ 0
INTERESTED DIRECTOR
Lowndes A. Smith, Director $ 24,732 $ 2,705 $ 0 $ 0 $ 109,750
Thomas M. Marra, Director $ 0 $ 0 $ 0 $ 0 $ 0
David M. Znamierowski,
Director $ 0 $ 0 $ 0 $ 0 $ 0
(1) As of October 31, 2004, five registered investment companies in the fund
complex paid compensation to some or all of the directors.
(2) Ms. Jaffee was newly appointed as Director of The Hartford Mutual Funds,
Inc. on February 1, 2005. She is a director of The Hartford Mutual Funds,
Inc., but is not a director of The Hartford Mutual Funds II, Inc.
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 respective 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 nine nominees receiving the highest number of "FOR" votes
will be elected. Because your Fund is a series of a Company, your vote will be
counted together with the votes of shareholders of the other series of the
respective Company, voting as a single class in the election of Directors of the
Company. Unless otherwise instructed, the proxies will vote all properly
executed proxy cards 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.
27
PROPOSAL II
TO PERMIT THE FUNDS' INVESTMENT ADVISER TO SELECT AND CONTRACT WITH SUB-
ADVISERS WITHOUT OBTAINING SHAREHOLDER APPROVAL
PROPOSED FOR ALL FUNDS EXCEPT
THE HARTFORD AGGRESSIVE GROWTH ALLOCATION FUND, THE HARTFORD BALANCED ALLOCATION
FUND, THE HARTFORD CAPITAL APPRECIATION II FUND, THE HARTFORD CONSERVATIVE
ALLOCATION FUND, THE HARTFORD FLOATING RATE FUND, THE HARTFORD GROWTH ALLOCATION
FUND, THE HARTFORD INCOME ALLOCATION FUND, THE HARTFORD SELECT MIDCAP GROWTH
FUND, AND THE HARTFORD SELECT MIDCAP VALUE FUND (1)
(For purposes of the discussions regarding Proposal II, below, the terms "Fund"
and "Funds" shall refer to all Funds except those listed above, unless otherwise
indicated.)
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 amendments to an existing sub-advisory agreement between an adviser and
a sub-adviser. Hartford HLS Series Fund II, Inc. (formerly, Fortis Series Fund,
Inc.) and Fortis Advisers, Inc. applied for and obtained an exemption from those
and other requirements under Section 15(a) of the 1940 Act from the Securities
and Exchange Commission (the "Commission"). The exemptive order, among other
things, allows the investment adviser to the series of Hartford HLS Series Fund
II, Inc. (at that time, Fortis Advisers, Inc.) to retain or terminate
sub-advisers that are not affiliated with the investment adviser (currently HL
Advisors) or those funds (other than by reason of serving as a sub-adviser to
one or more of the funds) (each, a "Sub-Adviser," and together, the
"Sub-Advisers") for those funds without shareholder approval (the "Order").2 The
Order required Hartford HLS Series Fund II, Inc. to submit this arrangement,
commonly known as a "manager of managers" structure, to shareholders prior to
taking advantage of the Order. The shareholders of the existing series of Fortis
Series Fund, Inc. approved the "manager of managers" structure for those series
on August 12, 1999. The Order further allows other funds advised by Hartford HLS
Series Fund II, Inc.'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 comply with the conditions of the Order, including the condition that
shareholders approve the operation of the respective funds in this manner
beforehand.
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 who make those investment decisions, subject
to the review of the Board of Directors. In addition to allowing the investment
adviser for certain other funds advised by HIFSCO and its affiliates to retain
and terminate Sub-Advisers based on its evaluations of the Sub-Advisers without
shareholder approval, the Order permits the adviser to continue receiving the
services of Sub-Advisers whose sub-advisory agreements ("Sub-Advisory
Agreements") have been "assigned" as a result of any change in control of a
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 like flexibility to the Funds, management is seeking
shareholders'
- ----------
(1) Proposal II is not being submitted for approval to the shareholders of The
Hartford Capital Appreciation II Fund, The Hartford Floating Rate Fund,
The Hartford Select MidCap Growth Fund, and The Hartford Select MidCap
Value Fund because those Funds already have shareholder approval to
operate under the terms of the exemptive order discussed in this section.
Proposal II is not being submitted for approval to the shareholders of the
Funds of Funds because HIFSCO does not engage a sub-adviser in the
management of those Funds.
(2) Fortis Series Fund, Inc. and Fortis Advisers, Inc., Investment Company Act
Rel. Nos. 24158 (Nov. 23, 1999) (notice) and 24211 (Dec. 21, 1999)
(order). The indirect parent company of HL Advisors, an affiliate of
HIFSCO, acquired Fortis Advisers, Inc. on April 2, 2001.
28
approval of such an arrangement for the Funds. Without the delay and cost
inherent in holding shareholder meetings each time an Adviser or a Board
determines 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 Funds are structured differently from many other 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 Funds, however, day-to-day investment decisions are not made by
HIFSCO. Instead, HIFSCO selects, supervises, evaluates and, if necessary,
terminates Sub-Advisers that 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 an existing Sub-Advisory
Agreement is amended in any material respect, or when a new Sub-Adviser for a
Fund is retained by HIFSCO, shareholders will not be required to approve the
amendment or new Sub-Advisory Agreement between HIFSCO and that Sub-Adviser. 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-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 in which 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 ("Aggregate fee Disclosure"). 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, each Company and HIFSCO will adhere to the
following conditions specified in the Order:
(1) Before a Fund may rely on the Order, the operation of the Fund in the
manner described in this Proxy Statement must be approved by a majority of
the outstanding voting securities of the Fund (or, if the Fund serves as a
funding medium for any sub-account of a registered separate account),
pursuant to voting instructions provided by the unitholders of the
sub-account as defined in the 1940 Act.
(2) Any Fund relying on the Order must disclose in its prospectus the
existence, substance and effect of the Order. In addition, any Fund
relying on the Order must hold itself out to the public as employing the
management structure described in the exemptive application. 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.
This information will include Aggregate Fee Disclosure and any change in
such disclosure caused by the addition of a new Sub-Adviser. HIFSCO will
meet this condition by providing the shareholders with an information
statement meeting the requirements of Regulation
29
14C, Schedule 14C and Item 22 of Schedule 14A under the Securities
Exchange Act of 1934, except as modified by the order to permit Aggregate
Fee Disclosure.
(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. This information will include Aggregate Fee Disclosure and
any change in such disclosure caused by the addition of a new Sub-Adviser.
HIFSCO will meet this condition by providing the shareholders with an
information statement meeting the requirements of Regulation 14C, Schedule
14C and Item 22 of Schedule 14A under the Securities Exchange Act of 1934,
except as modified by the order to permit Aggregate Fee Disclosure.
(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) and the nomination of new or additional
non-interested directors will be at the discretion of the then-existing
non-interested directors.
(6) When a Sub-Adviser change is proposed for a Fund with an Affiliated
Sub-Adviser, the Board, including a majority of the non-interested
directors, will make a separate finding, reflected in the Board's 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's security portfolio, 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) allocate and, when
appropriate, reallocate a Fund's assets among multiple Sub-Advisers; (d)
monitor and evaluate the investment performance of Sub-Advisers; and (e)
implement procedures reasonably 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 interests 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 Companies will disclose in their registration statements the
modified fee disclosure discussed above.
(10) Independent counsel knowledgeable about the 1940 Act and the duties
of non-interested directors will be engaged to represent the
non-interested directors of the Companies. The selection of such counsel
will be within the discretion of the then-existing non-interested
directors.
30
(11) HIFSCO will provide the Boards of Directors, no less often than
quarterly, with information about HIFSCO's profitability on a per-Fund
basis. Such information will reflect the impact on profitability of the
hiring or termination of any Sub-Adviser during the applicable quarter.
(12) Whenever a Sub-Adviser is hired or terminated, HIFSCO will provide
the Boards of Directors with information showing the expected impact on
HIFSCO's profitability.
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 Agreements would not increase the
fees paid by a Fund, and therefore there will be no increase in the fees paid by
shareholders for investment advisory services since sub-advisory fees are paid
by HIFSCO out of its advisory fee 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 the retention of Sub-Advisers or changes to
a Sub-Advisory Agreement.
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 properly executed proxy cards and voting instruction cards for the approval
of the proposal.
PROPOSAL III
CHANGES TO FUNDAMENTAL INVESTMENT POLICIES
PROPOSED FOR ALL FUNDS EXCEPT
THE HARTFORD CAPITAL APPRECIATION II FUND, THE HARTFORD FLOATING RATE FUND, THE
HARTFORD GLOBAL COMMUNICATIONS FUND, THE HARTFORD GLOBAL FINANCIAL SERVICES
FUND, THE HARTFORD SELECT MIDCAP GROWTH FUND, AND THE HARTFORD SELECT MIDCAP
VALUE FUND.
(For purposes of the discussions regarding Proposal III, below, the terms
"Fund" and "Funds" shall refer to all Funds except those listed above, unless
otherwise indicated.)
As described in the following proposals, HIFSCO has recommended to the
respective Board of Directors, and the respective Boards of Directors are
recommending to shareholders, that certain fundamental investment policies of
the Funds be combined, eliminated or revised. The purpose of these proposals is
to conform the fundamental investment policies of these Funds to those of other
funds advised by HIFSCO and its affiliates (collectively, 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 ITS FUNDAMENTAL
INVESTMENT POLICIES. The respective Boards of Directors have determined that
these changes are in the best interests of each Fund's shareholders and
recommends that shareholders approve each of the proposals.
31
BACKGROUND
Each Fund has adopted certain fundamental investment policies. A Fund's
fundamental investment policies 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 response to regulatory,
business or industry requirements or conditions that, in many cases, no longer
prevail. Since the Companies were organized, certain legal and regulatory
requirements applicable to investment companies have changed. As a result, some
of the Funds are currently subject to fundamental investment policies that are
more restrictive than those required under present law or are no longer required
at all under present law. The proposed fundamental investment policies reflect
current regulatory and legal requirements under the 1940 Act, and are designed
to provide flexibility to respond to future legal, regulatory, market or
technical changes. Although the proposed amendments to the fundamental
investment policies will, in certain instances, give the Funds greater
flexibility to respond to future investment opportunities, the investment
adviser does not anticipate that the changes, individually or in the aggregate,
with respect to a particular Fund, will result at this time in a material change
in the level of investment risk associated with investment in the Funds. Nor
does the investment adviser expect that the proposed fundamental investment
policies will, individually or in the aggregate, with respect to a particular
Fund, change materially the manner in which the Fund is managed or operated. 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
of other funds in the Hartford Fund Family.
The anticipated effect of implementing these proposals is a reduction in
the compliance burdens of monitoring, and ensuring compliance with, varying sets
of fundamental investment policies within the Hartford Fund Family. If the
shareholders of a particular Fund do not approve a proposal, the Fund's existing
fundamental investment policy in question will remain in effect and the Fund's
Board of Directors will determine any further appropriate steps to be taken.
Attachment D 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 Attachment D.
A. THE HARTFORD CAPITAL APPRECIATION FUND, THE HARTFORD DISCIPLINED
EQUITY FUND, THE HARTFORD GLOBAL HEALTH FUND, THE HARTFORD GLOBAL
TECHNOLOGY FUND, AND THE HARTFORD STOCK FUND ONLY (For purposes of
this section, the term "Fund" or "Funds" shall refer only to those
Funds listed above).
(i) PROPOSAL TO REVISE THE FUNDAMENTAL INVESTMENT POLICY
REGARDING THE ISSUING OF SENIOR SECURITIES.
(ii) PROPOSAL TO REVISE THE FUNDAMENTAL INVESTMENT POLICY
REGARDING THE BORROWING OF MONEY.
If these two proposals are approved by the shareholders of the Funds, the
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 investment
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.
32
Under the 1940 Act, the Funds must have an investment policy describing
their ability to issue senior securities. A "senior security" is defined under
the 1940 Act as any bond, debenture, note or similar obligation constituting a
security and evidencing indebtedness. The 1940 Act generally prohibits an
open-end fund from issuing senior securities in order to limit the ability of an
investment company to use leverage. In general, an investment company uses
leverage when it borrows money to enter into securities transactions, or
acquires an asset without being required to make payment until a later point in
time.
SEC staff interpretations allow an investment company to engage in a
number of types of transactions that might otherwise be considered to create
"senior securities" or "leverage," provided certain conditions, designed to
protect investment company shareholders, are met. For example, some types of
transactions that may create a senior security include short sales, certain
options and future transactions, and reverse repurchase agreements. Other
securities transactions that obligate the investment company to pay money at a
future date to meet certain collateralization requirements may also create
"senior securities."
The proposed fundamental investment policy would clarify the Funds'
ability to engage in options, future contracts, forward contracts and repurchase
transactions, and to make short sales as permitted under the 1940 Act and any
exemptions available by rule or order under the 1940 Act. The proposed
fundamental investment policy clarifies the Funds' ability to engage in certain
investment transactions which, while appearing to raise senior security
concerns, have been interpreted as not constituting the issuance of senior
securities under the federal securities laws. The proposed fundamental
investment policy has been drafted to provide flexibility for the Funds to
respond to legal, regulatory and market developments, including changes in the
SEC staff interpretations and procedures described above, without the expense
and delay associated with holding an additional shareholder meeting.
Additionally, the proposed fundamental policy regarding the issuance of senior
securities is intended to promote consistency among the fundamental investment
policies of the funds in the Hartford Fund Family.
The 1940 Act requires investment companies to adopt a policy with respect
to the borrowing of money, which cannot be changed without shareholder approval,
and imposes certain limitations on borrowing activities of investment companies.
The limitations on borrowing are generally designed to protect shareholders and
their investments by restricting an investment company's ability to subject its
assets to any claims of creditors who might have a claim to the investment
company's assets or rights upon liquidation that would take precedence over the
claims of shareholders.
Under the 1940 Act, an investment company is permitted to borrow up to 5%
of its total assets from any person for temporary purposes, and also may borrow
from banks, provided that if borrowings exceed 5%, the investment company must
have assets totaling at least 300% of the borrowing when the amount of the
borrowing is added to the company's other assets. Thus, an investment company
may borrow, in the aggregate, from banks and others, amounts up to one-third (33
1/3%) of its total assets (including those assets represented by the borrowing).
Investment companies may desire to borrow money to meet redemptions while
waiting for cash from sales of new shares or proceeds from the sale of portfolio
securities or to avoid being forced to sell portfolio securities. This technique
provides investment companies with greater flexibility to buy and sell portfolio
securities for investment or tax considerations, rather than because of a need
for short-term cash.
The proposed fundamental investment policy would provide that Funds may
borrow not only from banks, but from other parties as well, to the extent
permitted by the 1940 Act or any exemptions from the 1940 Act. The Funds'
greater flexibility to borrow may subject the Funds to additional costs, as well
as risks inherent in borrowing, such as reduced total return and increased
volatility of net asset value.
If the proposed fundamental investment policies on issuing senior
securities and borrowing are approved by the shareholders, the ability of a Fund
to engage in transactions involving the issuance of senior securities or to
engage in borrowings will remain subject to the Fund's non-fundamental
investment policies.
33
The Funds non-fundamental investment policies are intended to address certain
risks associated with the issuance of senior securities and borrowing money.
Each of the Funds is currently subject to a non-fundamental investment
restriction prohibiting it from purchasing any security on margin (except that a
Fund may obtain such short-term credit as may be necessary for the clearance of
purchases and sales of portfolio securities). This policy does not apply to
margin arrangements in connection with futures contracts or related options. In
addition, each of the Funds is subject to a non-fundamental policy prohibiting
it from purchasing securities while outstanding borrowings exceed 5% of its
total assets, except for temporary or emergency purposes; provided, however,
that reverse repurchase agreements, dollar rolls, securities lending or other
investments or transactions described in a Fund's registration statement are not
deemed to be borrowings for purposes of this restriction. 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. 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 a Fund. The effectiveness of each of Proposals III(A)(i)
and (ii) is dependent upon the approval of both proposals. If shareholders
approve Proposal III(A)(i) but do not approve Proposal III(A)(ii), or approve
Proposal III(A)(ii) but do not approve Proposal III(A)(i), then neither proposal
will be effective.
A. THE HARTFORD SMALLCAP GROWTH FUND ONLY. (For purposes of this
section, the term "Fund" shall refer only to the Fund listed above).
(iii) PROPOSAL TO REVISE THE FUNDAMENTAL INVESTMENT POLICY
REGARDING THE BORROWING OF MONEY, ISSUING OF SENIOR
SECURITIES, AND PURCHASING SECURITIES ON MARGIN.
If this proposal is approved by the shareholders of this Fund, the Fund's
fundamental investment policy 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.
The Fund is subject to a fundamental investment policy prohibiting the
Fund from purchasing securities on margin or otherwise borrowing money or
issuing senior securities, except that the Fund, in accordance with its
investment objectives and policies, may purchase securities on a when-issued and
delayed delivery basis, within the limitations set forth in the Prospectus and
Statement of Additional Information. The fundamental investment policy provides
that the Fund may obtain (1) short-term credit that it needs for clearance of
securities transactions and (2) borrow money 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. The
fundamental investment policy also provides that the 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.
Under the 1940 Act, the Funds must have an investment policy describing
their ability to issue senior securities. A "senior security" is defined under
the 1940 Act as any bond, debenture note or similar obligation constituting a
security and evidencing indebtedness. The 1940 Act generally prohibits an
open-end fund from issuing senior securities in order to limit the ability of an
investment company to use leverage. In general, an investment company uses
leverage when it borrows money to enter into securities transactions, or
acquires an asset, without being required to make payment until a later point in
time.
34
SEC staff interpretations allow an investment company to engage in a
number of types of transactions that might otherwise be considered to create
"senior securities" or "leverage," provided certain conditions, designed to
protect investment company shareholders, are met. For example, some types of
transactions that may create a senior security include short sales, certain
options and future transactions, and reverse repurchase agreements. Other
securities transactions that obligate the investment company to pay money at a
future date to meet certain collateralization requirements may also create
"senior securities."
The proposed fundamental investment policy would clarify the Funds'
ability to engage in options, futures contracts, forward contracts and
repurchase transactions, and to make short sales as permitted under the 1940 Act
and any exemptions available by rule or order under the 1940 Act. The proposed
fundamental investment policy clarifies the Funds' ability to engage in certain
investment transactions which, while appearing to raise senior security
concerns, have been interpreted as not constituting the issuance of senior
securities under the federal securities laws. The proposed fundamental
investment policy has been drafted to provide flexibility for the Funds to
respond to legal, regulatory and market developments, including changes in the
SEC staff interpretations and procedures described above, without the expense
and delay associated with holding an additional shareholder meeting.
Additionally, the proposed fundamental policy regarding the issuance of senior
securities is intended to promote consistency among the fundamental investment
policies of the Hartford Fund Family.
The 1940 Act requires investment companies to adopt a policy, which cannot
be changed without shareholder approval, with respect to the borrowing of money
and imposes certain limitations on borrowing activities of investment companies.
The limitations on borrowing are generally designed to protect shareholders and
their investments by restricting an investment company's ability to subject its
assets to any claims of creditors who might have a claim to the investment
company's assets or rights upon liquidation that would take precedent over the
claims of shareholders.
Under the 1940 Act an investment company is permitted to borrow up to 5%
of its total assets from any person for temporary purposes, and also may borrow
from banks, provided that if borrowings exceed 5%, the investment company must
have assets totaling at least 300% of the borrowing when the amount of the
borrowing is added to the company's other assets. Thus, an investment company
may borrow, in the aggregate, from banks and others, amounts up to one-third (33
1/3%) of its total assets (including those assets represented by the borrowing).
Investment companies may desire to borrow money to meet redemptions while
waiting for cash from sales of new shares or the proceeds from the sale of
portfolio securities or to avoid being forced to sell portfolio securities. This
technique provides investment companies with greater flexibility to buy and sell
portfolio securities for investment or tax considerations, rather than because
of a need for short-term cash.
The proposed fundamental investment policy would provide that the Funds
may borrow, from banks or any other permissible parties, to the extent permitted
by the 1940 Act or any exemptions therefrom. The current restriction confines
the Funds' permissible borrowing activities to borrowing for purposes of
short-term credit needed for clearance of securities transactions and borrowing
from banks as a temporary measure to facilitate redemptions (but not for
leveraging or investment) in an amount not to exceed 10% of the value of the
Fund's total assets. The proposed fundamental investment policy would expand the
circumstances under which the Funds may borrow to include any situations
permitted by the 1940 Act (for example, if the Funds intended to engage in
leverage). The fundamental policy on the use of margin would be eliminated
because the use of margin would be subsumed within the board policy on borrowing
generally.
Since the proposed fundamental investment policy on borrowing would
provide the Funds with greater borrowing flexibility, the Funds may be subject
to additional costs, as well as the risks inherent in borrowing, such as reduced
total return and increased volatility of net asset value. The use of leverage
may
35
subject a Fund to a greater risk of loss. The Funds also could be forced to sell
securities at inopportune times to repay loans.
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, except for temporary or emergency purposes; provided, however, that
reverse repurchase agreements, dollar rolls, securities lending or other
investments or transactions described in the Fund's registration statement are
not deemed to be borrowings for purposes of this restriction. 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. THE HARTFORD SMALLCAP GROWTH FUND ONLY. (For purposes of this
section, the term "Fund" shall refer only to the Fund listed above.)
PROPOSAL TO ELIMINATE THE FUNDAMENTAL POLICY REGARDING THE PLEDGING,
MORTGAGING OR HYPOTHECATING OF ASSETS.
This Fund is currently subject to a fundamental investment 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, this fundamental investment policy will be eliminated for the Fund and
the Fund will be permitted to pledge, mortgage and/or hypothecate its assets as
permitted under the 1940 Act.
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.
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 elimination of the
existing fundamental investment policy would allow the Fund greater flexibility
to secure borrowings. With greater borrowing flexibility, the Fund may be
subject to additional costs, as well as the risks inherent in borrowing, such as
reduced total return and increased volatility of net asset value. Additionally,
the Fund may also be forced to sell securities at inopportune times to repay
loans.
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 any segregated account, securities lending arrangement, reverse
purchase agreements or other assets in escrow and collateral arrangements with
respect to margin for futures contracts and related options.
Fundamental investment policies cannot be eliminated without shareholder
approval. HIFSCO has recommended to the Board of Directors that this policy be
eliminated. The 1940 Act does not require this policy to be fundamental, and the
existing 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
36
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 elimination of this policy is also intended to
standardize the fundamental investment policies among the Hartford Fund Family.
The Board of Directors does not expect to use this flexibility frequently
and has no current intention of doing so. The Fund's investment adviser has no
current intention of proposing any such change to the non-fundamental investment
policy. However, the Board would be in a position to change the policy when a
change, in the directors' judgment, would be in the best interests of the Fund's
shareholders.
C. THE HARTFORD CAPITAL APPRECIATION FUND, THE HARTFORD DISCIPLINED
EQUITY FUND, THE HARTFORD GLOBAL HEALTH FUND, THE HARTFORD GLOBAL
TECHNOLOGY FUND, AND THE HARTFORD STOCK FUND ONLY. (For purposes of
this section, the term "Fund" or "Funds" shall refer only to the
Funds listed above.) PROPOSAL TO REVISE THE FUNDAMENTAL POLICY
REGARDING UNDERWRITING SECURITIES.
Each of these Funds has a fundamental investment policy 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 investment
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.
Under the 1940 Act, a Fund's policies concerning underwriting are required
to be fundamental. Under the federal securities laws, a person or company
generally is considered an underwriter if it participates in the public
distribution of securities of other issuers, usually by purchasing the
securities from the issuer with the intention of re-selling the securities to
the public. Occasionally an investment company may purchase a security, for
investment purposes, that it later sells or redistributes to institutional
investors or others under circumstances where the investment company could
possibly be considered to be an underwriter under the technical definition of
"underwriter" contained in the securities laws. The proposed fundamental
investment policy is substantively the same as the current policy and is
intended to standardize the fundamental investment policies among the Hartford
Fund Family. If adopted by shareholders, this policy is not expected to alter
the investment practices of the Funds.
D. THE HARTFORD CAPITAL APPRECIATION FUND, THE HARTFORD DISCIPLINED
EQUITY FUND, THE HARTFORD GLOBAL HEALTH FUND, THE HARTFORD GLOBAL
TECHNOLOGY FUND, THE HARTFORD SMALLCAP GROWTH FUND, AND THE HARTFORD
STOCK FUND ONLY. (For purposes of this section, the term "Fund" or
"Funds" shall refer only to the Funds listed above.) PROPOSAL TO
REVISE THE FUNDAMENTAL INVESTMENT POLICY REGARDING INVESTMENTS IN
REAL ESTATE OR INTERESTS THEREIN.
The Hartford SmallCap Growth Fund currently has a fundamental investment
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 policy prohibiting it
from purchasing or selling real estate, except that it may (a) acquire or lease
office space for its own use, (b) invest in securities of issuers that invest in
real estate or interests therein (e.g., real estate investment trusts), (c)
invest in securities that are secured by real estate or interests therein, (d)
purchase and sell mortgage-related securities, (e) hold and sell real estate
acquired by the Fund as a result of the ownership of securities, and (f) invest
in real estate limited partnerships. If shareholders of the Funds approve this
proposal, the Funds' fundamental investment policy regarding investments in real
estate and interests therein will be amended and restated as follows:
37
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.
Under the 1940 Act, a Fund must have an investment policy describing its
ability to purchase and sell real estate. The proposed fundamental investment
policy is substantially similar to the current policy of each of the Funds and
is intended to standardize the fundamental investment policies among the
Hartford Fund Family. Unlike the current fundamental investment policy for the
Funds (except The Hartford SmallCap Growth Fund), the proposed fundamental
investment policy does not explicitly specify that the Fund may (a) acquire or
lease office space for its own use, (b) purchase and sell mortgage-related
securities or (c) invest in real estate limited partnerships. If adopted by the
shareholders of a Fund, this policy is not expected to alter the investment
practices of the Fund.
E. THE HARTFORD CAPITAL APPRECIATION FUND, THE HARTFORD DISCIPLINED
EQUITY FUND, THE HARTFORD GLOBAL HEALTH FUND, THE HARTFORD GLOBAL
TECHNOLOGY FUND, THE HARTFORD SMALLCAP GROWTH FUND, AND THE HARTFORD
STOCK FUND ONLY. (For purposes of this section, the term "Fund" or
"Funds" shall refer to the Funds listed above.) PROPOSAL TO REVISE
THE FUNDAMENTAL INVESTMENT POLICY REGARDING PURCHASES AND SALES OF
COMMODITIES AND COMMODITIES CONTRACTS.
The Hartford SmallCap Growth Fund is subject to a fundamental investment
policy that it will not invest in commodities or commodity contracts, other than
for hedging purposes only. The Hartford Capital Appreciation Fund, The Hartford
Disciplined Equity Fund, The Hartford Global Health Fund, The Hartford Global
Technology Fund, and The Hartford Stock Fund each currently is subject to a
fundamental investment 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 investment 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 policies and is intended to
standardize the fundamental investment policies within 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. Since that time, 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 their current practices with
respect to investments in commodities, although the proposed policy would allow
the Funds more flexibility with regard to investments in commodities or
commodities contracts. For example, the use of such instruments would no longer
be limited to hedging purposes. 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 managers may be unable to forecast market and currency
exchange rate movements accurately. 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
38
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.
Each of the Funds is subject to a non-fundamental investment policy
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. The
Funds' investment adviser has no current intention of proposing any such change
to the non-fundamental investment policy.
F. THE HARTFORD CAPITAL APPRECIATION FUND, THE HARTFORD DISCIPLINED
EQUITY FUND, AND THE HARTFORD STOCK FUND ONLY. (For purposes of this
section, the term "Fund" or "Funds" shall refer to the Funds listed
above.) PROPOSAL TO REVISE THE FUNDAMENTAL INVESTMENT POLICY
REGARDING THE DIVERSIFICATION OF INVESTMENTS.
Each of these Funds is currently subject to a fundamental investment
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. If this proposal is
approved by the shareholders of a Fund, that Fund's fundamental investment
policy relating to diversification of investments will be amended and restated
as follows:
The Fund has elected to be classified as a diversified open-end management
investment company.
In order to be classified a "diversified" investment company under Section
5(b)(l) of the 1940 Act, an investment company must limit the amount of an
issuer's voting securities it holds in accordance with that Section. The Funds
are currently classified as diversified funds under the 1940 Act, and they
adopted, as a fundamental investment 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 investment policy.
This nonsubstantive revision of this fundamental investment policy will
not affect the classification of these Funds as "diversified" under Section
5(b)(l) of the 1940 Act and is not intended to change the investment practices
of the Funds. Rather, the revision of the current policy should allow these
Funds to remain "diversified" 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. FOR ALL FUNDS EXCEPT THE HARTFORD CAPITAL APPRECIATION II FUND, THE
HARTFORD FLOATING RATE FUND, THE HARTFORD GLOBAL COMMUNICATIONS
FUNDS, THE HARTFORD GLOBAL FINANCIAL SERVICES FUND, THE HARTFORD
GLOBAL HEALTH FUND, THE HARTFORD GLOBAL TECHNOLOGY FUND, THE
HARTFORD SELECT MIDCAP GROWTH FUND, AND THE HARTFORD SELECT MIDCAP
VALUE FUND (For purposes of this section, the term "Fund" or "Funds"
shall refer to
39
ALL Funds EXCEPT those listed above.) PROPOSAL TO REVISE THE
FUNDAMENTAL INVESTMENT POLICY REGARDING INVESTMENT CONCENTRATIONS
WITHIN A PARTICULAR INDUSTRY.
Each of the Funds is subject to a fundamental investment 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 (other than shareholders of The Hartford Aggressive
Growth Allocation Fund, The Hartford Balanced Allocation Fund, The Hartford
Conservative Allocation Fund, The Hartford Growth Allocation Fund, The Hartford
Income Allocation Fund, The Hartford Tax-Free California Fund, The Hartford
Tax-Free National Fund, The Hartford Tax-Free New York Fund and The Hartford
Tax-Free Minnesota Fund), the fundamental policy of such Fund relating to the
concentration of investments will be amended and restated as follows:
The Fund will not purchase the securities or loans of any issuer or
borrower (other than securities or loans 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 or loans of companies whose principal business activities are
in the same industry.
If this proposal is approved by the shareholders of The Hartford
Aggressive Growth Allocation Fund, The Hartford Balanced Allocation Fund, The
Hartford Conservative Allocation Fund, The Hartford Growth Allocation Fund and
The Hartford Income Allocation Fund, the fundamental policy of such Fund
relating to the concentration of investments will be amended and restated as
follows:
The Fund will not purchase the securities or loans of any issuer or
borrower (other than securities or loans 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 or loans of companies whose principal business activities are
in the same industry; except that the Fund may invest more than 25% of its
assets in any one Underlying Fund.
If this proposal is approved by the shareholders of The Hartford Tax-Free
California Fund, The Hartford Tax-Free National Fund, The Hartford Tax-Free New
York Fund and The Hartford Tax-Free Minnesota Fund, the fundamental policy of
such Fund relating to the concentration of investments will be amended and
restated as follows:
The Fund will not purchase the securities or loans of any issuer or
borrower (other than securities or loans 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 or loans of companies whose principal business activities are
in the same industry; except that the Fund may invest more than 25% of its
assets in any one Underlying Fund. ... [T]ax exempt securities are not
subject to this limitation unless they are backed by the assets and
revenues of non-governmental issuers; this limitation will not apply to
tax exempt securities that have been refunded with U.S. government
securities.
Under the 1940 Act, a Fund must have an investment policy describing its
ability to concentrate its investments within the meaning of the 1940 Act. The
proposed fundamental investment policies are substantially similar to the
current policies of the respective Funds and are intended to standardize the
fundamental investment policies among certain of the Hartford Fund Family. The
additional language regarding "loans" and "borrowers" has been added in order to
clarify that, to the extent a Fund is permitted to invest in loans that are not
securities, investments in such loans will be considered in calculating whether
more than 25% of a Fund's total assets are invested in companies whose principal
business activities are in the same industry. If adopted by the shareholders,
this policy is not expected to alter the investment practices of the Funds.
40
H. THE HARTFORD SMALLCAP GROWTH FUND ONLY. (For purposes of this
section, the term "Fund" shall refer to the Fund listed above.)
(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 Fund is currently subject to a fundamental investment 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. Under the 1940 Act, the Fund is not required to have an investment
policy regarding purchases from and sales to officers, directors and employees.
None of the other funds in the Hartford Fund Family has such an investment
policy. The restriction appears to be derived from existing prohibitions under
applicable law against principal transactions between the Fund and certain
affiliated persons.
The Fund is also currently subject to a fundamental investment 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. Under the 1940 Act,
the Fund is not required to have an investment policy regarding securities
trading accounts. 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 granted by the
Commission to the Fund).
The elimination of these fundamental policies 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. The approval of Proposal
III(H)(i) is effective regardless of whether Proposal III(H)(ii) is approved,
and the approval of Proposal III(H)(ii) is effective regardless of whether
Proposal III(H)(i) is approved.
I. THE HARTFORD CAPITAL APPRECIATION FUND, THE HARTFORD DISCIPLINED
EQUITY FUND, THE HARTFORD GLOBAL HEALTH FUND, THE HARTFORD GLOBAL
TECHNOLOGY FUND, THE HARTFORD SMALLCAP GROWTH FUND, AND THE HARTFORD
STOCK FUND ONLY. (For purposes of this section, the term "Fund" or
"Funds" shall refer to the Funds listed above.) PROPOSAL TO REVISE
THE FUNDAMENTAL POLICY REGARDING THE MAKING OF LOANS.
The Hartford SmallCap Growth Fund currently has a fundamental investment
policy prohibiting the Fund from making loans to other persons. The Fund's
fundamental investment policy provides that repurchase agreements, the lending
of securities and the acquiring of debt in accordance with the Prospectus and
Statement of Additional Information are not to be considered "loans" for this
purpose. 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
41
restriction prohibiting it from making loans, except through (a) the purchase of
debt obligations in accordance with the Fund's investment objective and
policies, (b) repurchase agreements with banks, brokers, dealers, and other
financial institutions, and (c) loans of cash or securities as permitted by
applicable law. If shareholders of a Fund approve this proposal, the Fund's
fundamental policy regarding loans will be amended and restated as follows:
The Fund will not make loans, except to the extent consistent with the
Investment Company Act of 1940, as amended, and the rules and regulations
thereunder, or as may otherwise be permitted from time to time by
regulatory authority.
Under the 1940 Act, an investment company must have an investment policy
describing its ability to make loans to other people. SEC staff interpretations
of the 1940 Act generally prohibit funds from lending more than one-third of
their total assets, except through the purchase of debt obligations and the use
of repurchase agreements. Under certain circumstances, certain investment
techniques, such as investing in debt securities, may be considered to be loans.
The proposed fundamental investment policy is similar in substance 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 investment 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. 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. THE HARTFORD SMALLCAP GROWTH FUND ONLY. (For purposes of this
section, the term "Fund" shall refer to the Fund listed above.)
PROPOSAL TO ELIMINATE THE FUNDAMENTAL POLICY REGARDING SHORT SALES.
The Fund is subject to a fundamental investment policy that it will not
make short sales, except for sales "against the box." If the shareholders
approve this proposal, this fundamental investment policy will be eliminated for
the Fund and the Fund will be permitted to engage in short sales in accordance
with the provisions of the 1940 Act.
Currently, funds may engage in short sales of securities only in limited
circumstances under the 1940 Act. A short sale involves the Fund's sale of a
security that the Fund does not own, which is borrowed from a broker or other
institution to complete the sale. The Fund is obligated to return securities of
the same issue and quantity at a future date and realizes a profit or loss
depending upon whether the market price of the security decreases or increases
between the date of the short sale and the date on which the Fund must return
the borrowed securities unless the short sale is made "against the box." 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. If the shareholders of the Fund approve this proposal, the noted policy
will be eliminated, thereby permitting the Fund to engage in all permissible
short sales. The federal regulatory requirement that a Fund segregate certain of
its assets against its exposure to short sales places a
42
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 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. The value of a particular borrowed security can increase
without limitation, and the Funds potentially could realize losses with respect
to short sales (other than those which are "against the box") that would be
significantly greater than the value of the securities at the time they are sold
short.
Although the proposed elimination of this fundamental investment policy by
the Fund would allow it to engage in all types of 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. 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 proposed change would provide the Fund with
additional flexibility in pursuit of its investment objectives and would bring
its fundamental investment policies in line with the other members of the
Hartford Fund Family.
K. THE HARTFORD GLOBAL HEALTH FUND AND THE HARTFORD GLOBAL TECHNOLOGY
FUND ONLY. (For purposes of this section, the term "Fund" or "Funds"
shall refer to the Funds listed above.) PROPOSAL TO REVISE THE
FUNDAMENTAL POLICY REGARDING INVESTMENTS WITHIN CERTAIN INDUSTRIES.
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 (with new
language appearing in italics):
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 experiences
43
adverse 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. Lawsuits and regulatory proceedings 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 that 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.
The proposed fundamental investment policies are substantially similar to
the current policies. If adopted by the shareholders of a Fund, these policies
are not expected to alter the investment practices of a Fund.
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, except as described above with respect to Proposals III(A)(i) and
III(A)(ii).
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Upon the recommendation of the Audit Committees, the Boards selected the
firm of Ernst & Young LLP ("E&Y") as independent registered public accounting
firm of the Companies for the fiscal year ending October 31, 2005. E&Y served as
independent registered public accounting firm of the Companies for the fiscal
years ended October 31, 2003 and 2004.
The Board of Directors for each Company has adopted and approved a formal
written charter for its Audit Committee, which sets forth the Audit Committee's
current responsibilities. The Audit Committees review both the audit and
non-audit work of the Companies' independent registered public accounting firm,
submit recommendations to the Boards as to the selection of the independent
registered public accounting firm, and pre-approve (i) all audit and non-audit
services to be rendered by the independent registered public accounting firm for
the Companies, (ii) all audit services provided to HIFSCO, or any affiliate
thereof that provides ongoing services to the Companies, 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
44
Companies, provided to HIFSCO, or any affiliate thereof that provides ongoing
services to the Companies by any independent registered public accounting firm
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, 2003 and 2004 were $386,894
and $448,985, 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, 2003 and 2004 were
$100,306 and $98,215, 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, 2003 and 2004. Aggregate fees in the amount of $35,750 and $37,500
for the fiscal years ended October 31, 2003 and 2004, respectively, were billed
by E&Y to HIFSCO, or an affiliate thereof that provides ongoing services to the
Companies, relating to the operations and financial reporting of the Companies.
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 Companies 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, 2003 and 2004 were $69,088
and $81,641, 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, 2003 and
2004 were $17,912 and $17,859, 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 Committees, for the
fiscal years ended October 31, 2003 and 2004.
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, 2003 and 2004, 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 Committees,
for those fiscal years.
The Audit Committees have considered whether the services described above
are compatible with E&Y's independence. The Audit Committees have 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 Committees have
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
Committees will pre-approve audit and various categories of non-audit services
that the independent registered public accounting firm provides to the
Companies, 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 Committees have given their approval for the provision of audit
services by E&Y for the fiscal year ending October 31, 2005 and have also given
their 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 Committees.
The Audit Committees are informed of each such engagement in a timely manner,
and such procedures do not include delegation of the Audit Committees'
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 Committees.
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, 2003 and
2004, amounted to $97,488 and $112,411, respectively. The aggregate
45
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, 2003 and 2004, amounted
to $26,262 and $24,589, respectively.
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 COMPANIES
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 for
more than five years. Compensation paid to the executive officers of the
Companies is paid by The Hartford or its affiliates. No executive officer
receives any compensation from the Companies.
POSITION HELD
WITH EACH TERM OF OFFICE* AND
NAME, AGE AND ADDRESS COMPANY LENGTH OF TIME SERVED PRINCIPAL OCCUPATION(s) DURING PAST 5 YEARS
- ------------------------- --------------- ------------------------ -----------------------------------------------
DAVID M. ZNAMIEROWSKI President and President, The Hartford Mr. Znamierowski currently serves as President
(age 44) Chief Executive Mutual Funds, Inc. - of Hartford Investment Management Company;
c/o Hartford Mutual Funds Officer and since 1999 (2) Executive Vice President and Chief Investment
P.O. Box 2999 Director (1) Officer for Hartford Life Inc. and Executive
Hartford, CT 06104-2999 President, The Hartford Vice President and Chief Investment Officer for
Mutual Funds II, Inc. - Hartford Life. Mr. Znamierowski is also a
since 2001 (2) Managing Member and Executive Vice President
and Chief Investment Officer of HIFSCO and HL
Chief Executive Officer Advisors. Mr. Znamierowski is Executive Vice
- since 2005 President and Chief Investment Officer of The
Hartford. In addition, he serves as a
Director, The Hartford Director of Hartford Series Fund, Inc. and as
Mutual Funds, Inc. - President and Chief Executive Officer of The
since 1999 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 Director and Director
(age 48) of the Funds Management Group of Hartford
c/o Hartford Mutual Funds Investment Management. Mr. Davison is also a
P.O. Box 2999 Senior Vice President of HIFSCO and HL
Hartford, CT 06104-2999 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.
TTAMARA L. FAGELY Vice President, The Hartford Mutual Ms. Fagely has been Vice President of HASCO
(age 47) Controller, and Funds, Inc. - since 2002 since 1998. Prior to 1998, she was Second Vice
500 Bielenberg Drive Treasurer President of HASCO. Ms. Fagely is a Vice President
Woodbury, MN 55125 The Hartford Mutual of Hartford Life, where she served as Assistant
Funds II, Inc. - since Vice President until May 2005. In addition, she is
1993 Controller of HIFSCO and Vice President, Controller,
and Treasurer of The Hartford Income Shares Fund,
Inc. and Hartford Series Fund, Inc. and
Hartford HLS Series Fund II, Inc.
46
POSITION HELD
WITH EACH TERM OF OFFICE* AND
NAME, AGE AND ADDRESS COMPANY LENGTH OF TIME SERVED PRINCIPAL OCCUPATION(s) DURING PAST 5 YEARS
- ------------------------- --------------- ------------------------ -----------------------------------------------
MARY JANE FORTIN Vice President Since 2003 Ms. Fortin is Senior Vice President and
(age 40) Director of Mutual Funds and 529 Programs for
c/o Hartford Mutual Funds Hartford Life. She also serves as Vice
P.O. Box 2999 President of HL Advisors and HIFSCO.
Hartford, CT 06104-2999 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 The Hartford Mutual Mr. Jay serves as Assistant Vice President of
(age 53) and Chief Funds, Inc. - since 1996 Hartford Life. In addition, he serves as
c/o Hartford Mutual Funds Compliance Controller of HL Advisors. He also serves as
P.O. Box 2999 Officer The Hartford Mutual Chief Broker/Dealer Compliance Officer for
Hartford, CT 06104-2999 Funds II, Inc. - since HIFSCO and Vice President and Chief Compliance
2001 Officer of Hartford Series Fund, Inc., Hartford
HLS Series Fund II, Inc., and The Hartford
Chief Compliance Income Shares Fund, Inc.
Officer - since 2004
STEPHEN T. JOYCE Vice President The Hartford Mutual Mr. Joyce currently serves as Senior Vice
(age 46) Funds, Inc. - since 2000 President and Director of the Institutional
c/o Hartford Mutual Funds Solutions Group for Hartford Life. Mr. Joyce is
P.O. Box 2999 The Hartford Mutual also a Senior Vice President of HL Advisors and
Hartford, CT 06104-2999 Funds II, Inc. - since a Vice President of The Hartford Income Shares
2001 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.
DAVID N. LEVENSON Vice President The Hartford Mutual Mr. Levenson serves as Senior Vice President of
(age 38) Funds, Inc. - since 2000 Hartford Life's Retail Product Management Group
c/o Hartford Mutual Funds and is responsible for all retail product
P.O. Box 2999 The Hartford Mutual management and profitability. Mr. Levenson is
Hartford, CT 06104-2999 Funds II, Inc. - since also a Senior Vice President of HIFSCO. In
2001 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.
EDWARD P. MACDONALD Vice President Since 2005 Mr. Macdonald serves as Assistant General
(age 37) and Secretary Counsel of The Hartford. Additionally, Mr.
c/o Hartford Mutual Funds Macdonald serves as Vice President and
P.O. Box 2999 Secretary for The Hartford Income Shares Fund,
Hartford, CT 06104-2999 Inc, Hartford Series Fund, Inc., and Hartford
HLS Series Fund II, Inc. Prior to joining The
Hartford in 2005, Mr. Macdonald was with
Prudential Financial (formerly American Skandia
Investment Services, Inc.) where he served as
Chief Counsel, Investment Management (July 2002
to March 2005); Senior Counsel, Securities
(September 2000 to June 2002); Counsel
(December 1999 to August 2000); and Senior
Associate of Counsel (April 1999 to December
1999).
DENISE A. SETTIMI Vice President Since 2005 Ms. Settimi currently serves as Vice President
(age 44) Securities Operations of HASCO. Since March
c/o Hartford Mutual Funds 2003, she has served as Director of Hartford
P.O. Box 2999 Life. Previously, Ms. Settimi was with
Hartford, CT 06104-2999 American Express Financial Advisors, where she
was Director of Retirement Plan Services from
1997 to 2003. In addition, she is a Vice
President of The Hartford Income Shares Fund,
Inc., Hartford Series Fund, Inc. and Hartford
HLS Series Fund II, Inc.
47
POSITION HELD
WITH EACH TERM OF OFFICE* AND
NAME, AGE AND ADDRESS COMPANY LENGTH OF TIME SERVED PRINCIPAL OCCUPATION(s) DURING PAST 5 YEARS
- ------------------------- --------------- ------------------------ -----------------------------------------------
JOHN C. WALTERS Vice President The Hartford Mutual Mr. Walters serves as Executive Vice President
(age 43) Funds, Inc. - since and Director of the Investment Products
c/o Hartford Mutual Funds 2000 (2) Division of Hartford Life. Mr. Walters is also
P.O. Box 2999 a Managing Member and Executive Vice President
Hartford, CT 06104-2999 The Hartford Mutual of HIFSCO and HL Advisors. In addition, he is
Funds II, Inc. - since President and Chief Executive Officer of The
2001 (2) Hartford Income Shares Fund, Inc., Hartford
Series Fund, Inc. and Hartford HLS Series Fund
II, Inc. 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.
*Term of Office: Each officer and director may serve until his or her successor
is elected and qualifies.
(1) Director for The Hartford Mutual Funds, Inc. only.
(2) From February 1, 2005 to March 27, 2005, Mr. Walters served as President and
Chief Executive Officer of the Companies.
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.
By order of the Boards of Directors,
/s/ Edward P. Macdonald
Dated: [JUNE ____, 2005] Edward P. Macdonald
Secretary
48
[TO BE COMPLETED]
ATTACHMENT A
FUND SHARES OUTSTANDING ON THE RECORD DATE
FUND CLASS SHARES OUTSTANDING ON RECORD DATE
- ---- ----- ---------------------------------
A-1
ATTACHMENT B
BENEFICIAL OWNERS OF FUND SHARES*
As of MAY 31, 2005, the following shareholders were the beneficial owners
of the percentages of outstanding shares of the Funds as indicated below.
CLASS A (210) CLASS B (211) CLASS C (212) CLASS Y (213)
---------------------- ---------------------- ---------------------- ----------------------
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
Maryland Hts MO 59,466,911 64.60% 6,742,658 20.55% 2,007,707 10.68%
Citigroup Global Markets, Inc.
Attn: Peter Booth 1,559,835 8.30%
New York NY
West Virginia Savings Plan
Trustee
FBO Wst Virginia Savings Plan
Trust 899,858 91.85%
Attn Marilyn Orr
Woodbury MN
CLASS A (1662) CLASS B (1663) CLASS C (1664)
---------------------- ---------------------- ----------------------
AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS
AGGRESSIVE GROWTH ALLOCATION FUND OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
- --------------------------------- ---------- ---------- ---------- ---------- ---------- ----------
Edward D Jones & Co
Maryland Hts MO 576,333 16.40% 72,371 5.12%
Hartford Life Insurance Company
C/O Greg Bubnash 200,077 5.69%
Simsbury CT
MLPF&S
Attn Fund Administration
Jacksonville FL 209,883 14.85% 303,488 13.33%
CLASS A (1670) CLASS B (1671) CLASS C (1672)
--------------------- ---------------------- ----------------------
AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS
BALANCED ALLOCATION FUND OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
- ------------------------ --------- ---------- ---------- ---------- ---------- ----------
Edward D Jones & Co
Maryland Hts MO 6,076,994 34.24% 515,797 10.13%
B-1
CLASS A (1670) CLASS B (1671) CLASS C (1672)
--------------------- ---------------------- ----------------------
AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS
BALANCED ALLOCATION FUND OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
- ------------------------ --------- ---------- ---------- ---------- ---------- ----------
MLPF&S
Attn Fund Administration 830,285 11.82%
Jacksonville FL
CLASS A (214) CLASS B (228) CLASS C (237) CLASS Y (216)
---------------------- ---------------------- ---------------------- ----------------------
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
Maryland Hts MO 52,306,119 33.44% 7,110,271 14.06%
MLPF&S
Attn Fund Administration 8,156,367 5.21%
Jacksonville FL
Citigroup Global Markets, Inc.
Attn: Peter Booth 2,896,808 5.73% 4,495,501 8.78%
New York NY
West Virginia Savings Plan
Trustee
FBO Wst Virginia Savings Plan
Trust 2,618,139 46.56%
Attn Marilyn Orr
Woodbury MN
State Street Bank & Trust Cust
FBO The Hartford Balanced Alloc 865,333 15.39%
Attn Marilyn Orr
Woodbury MN
State Street Bank & Trust Cust 838,203 14.90%
FBO The Hartford Growth
Allocation
Attn Marilyn Orr
Woodbury MN
CLASS A (1674) CLASS B (1675) CLASS C (1676)
--------------------- ---------------------- ----------------------
AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS
CONSERVATIVE ALLOCATION FUND OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
- ---------------------------- --------- ---------- ---------- ---------- ---------- ----------
Edward D Jones & Co
Maryland Hts MO 1,490,777 25.41% 88,366 8.26%
B-2
CLASS A (1674) CLASS B (1675) CLASS C (1676)
--------------------- ---------------------- ----------------------
AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS
CONSERVATIVE ALLOCATION FUND OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
- ---------------------------- --------- ---------- ---------- ---------- ---------- ----------
MLPF&S
Attn Fund Administration 1,382,187 23.56% 182,081 9.22%
Jacksonville FL
CLASS A (215) CLASS B (220) CLASS C (243) CLASS Y (260)
---------------------- ---------------------- ---------------------- ----------------------
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
Maryland Hts MO 14,139,886 69.60% 1,308,404 33.62% 522,097 15.70%
State Street Bank & Trust Cust
FBO The Hartford Growth
Allocation 2,026,761 45.64%
Attn Marilyn Orr
Woodbury MN
State Street Bank & Trust Cust
FBO The Hartford Balanced Alloc
Attn Marilyn Orr 1,230,475 27.71%
Woodbury MN
State Street Bank & Trust Cust
FBO The Hartford Agrressive
Attn Marilyn Orr 799,119 17.99%
Woodbury MN
State Street Bank & Trust Cust
FBO The Hartford Conservative
Alloc 315,030 7.09%
Attn Marilyn Orr
Woodbury MN
CLASS A (223) CLASS B (224) CLASS C (248) CLASS Y (225)
---------------------- ---------------------- ---------------------- ----------------------
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
Maryland Hts MO 80,110,470 72.42% 6,154,024 32.43% 1,538,392 9.78%
Citigroup Global Markets, Inc.
Attn: Peter Booth 1,021,793 6.50%
New York NY
B-3
CLASS A (223) CLASS B (224) CLASS C (248) CLASS Y (225)
---------------------- ---------------------- ---------------------- ----------------------
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
- ------------------------ ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
West Virginia Savings Plan
Trustee
FBO Wst Virginia Savings Plan
Trust 3,774,997 67.71%
Attn Marilyn Orr
Woodbury MN
State Street Bank & Trust Cust
FBO The Hartford Growth
Allocation 564,954 10.13%
Attn Marilyn Orr
Woodbury MN
State Street Bank & Trust Cust
FBO The Hartford Balanced Alloc
Attn Marilyn Orr 437,030 7.84%
Woodbury MN
Commerce Bank Trust Dept C/F
Mori & Co Partnership
Attn: Mutual Fund Processing 421,489 7.56%
Kansas City MO
State Street Bank & Trust Cust
FBO The Hartford Aggressive
Growth 291,764 5.23%
Attn Marilyn Orr
Woodbury MN
CLASS A (1658) CLASS B (1659) CLASS C (1660) CLASS Y (1661)
---------------------- ---------------------- ---------------------- ----------------------
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
Maryland Hts MO 21,211,707 76.76% 1,149,071 45.53% 303,108 7.05%
Citigroup Global Markets, Inc.
Attn: Peter Booth 153,733 6.09% 293,279 6.82%
New York NY
John R. Ryan
c/o Wellington Mgmt 36,387 57.44%
Boston MA
John R. Ryan
c/o Wellington Mgmt 13,482 21.28%
Boston MA
Patricia D'Innocenzo
c/o Wellington Mgmt 6,301 9.95%
Boston MA
B-4
CLASS A (1269) CLASS B (1270) CLASS C (1271) CLASS Y (1272)
---------------------- ---------------------- ---------------------- ----------------------
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
Maryland Hts MO 2,242,150 38.97% 261,635 15.20%
Piper Jaffray
Attn Jami Podhradsky 95,457 5.55% 169,455 8.45%
Minneapolis MN
Duncan M. McFarland
c/o Wellington Mgmt 10,325 20.63%
Boston MA
Perry M. Traquina
c/o Wellington Mgmt 10,168 20.32%
Boston MA
Kent M. Stahl
c/o Wellington Mgmt 4,733 9.46%
Boston MA
Perry M. Traquina
c/o Wellington Mgmt 4,572 9.14%
Boston MA
Steven N. Owen
c/o Wellington Mgmt 3,181 6.36%
Boston MA
CLASS A (1224) CLASS B (1225) CLASS C (1226) CLASS Y (1227)
---------------------- ---------------------- ---------------------- ---------------------
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
Attn Greg Bubnash 705,846 38.24%
Hartford CT
Edward D Jones & Co
Maryland Hts MO 310,987 16.85% 27,189 8.17%
MLPF&S
Attn Fund Administration 17,507 5.55%
Jacksonville FL
Amy L. Donovan
c/o Wellington Mgmt 5,443 17.73%
Boston MA
Archana Basi
c/o Wellington Mgmt 4,463 14.54%
Boston MA
B-5
CLASS A (1224) CLASS B (1225) CLASS C (1226) CLASS Y (1227)
---------------------- ---------------------- ---------------------- ---------------------
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
- -------------------------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
Michael P. More
c/o Wellington Mgmt 3,706 12.07%
Boston MA
Saleem Taj
c/o Wellington Mgmt 3,387 11.03%
Boston MA
Patricia A. Coleman
c/o Wellington Mgmt 3,305 10.77%
Boston MA
CLASS A (1220) CLASS B (1221) CLASS C (1222) CLASS Y (1223)
---------------------- ---------------------- ---------------------- ----------------------
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
Attn Greg Bubnash 570,095 45.93%
Hartford CT
Edward D Jones & Co
Maryland Hts MO 350,464 28.24% 36,717 12.57%
UBS Financial Services Inc
FBO Carl Voce & Constantina
Voce Ttees 26,955 10.96%
FBO Their Voce Family
Pls Vrds Est CA
Mark T. Lynch
c/o Wellington Mgmt 19,352 30.21%
Boston MA
Mark T. Lynch
c/o Wellington Mgmt 10,827 16.90%
Boston MA
Mark T. Lynch
c/o Wellington Mgmt 7,833 12.23%
Boston MA
Frances R. Watler
c/o Wellington Mgmt 6,105 9.53%
Boston MA
Elizabeth J. LaPlante
c/o Wellington Mgmt 3,260 5.09%
Boston MA
Mark T. Lynch
c/o Wellington Mgmt 3,250 5.07%
Boston MA
B-6
CLASS A (1610) CLASS B (1611) CLASS C (1612) CLASS Y (1613)
---------------------- ---------------------- ---------------------- ----------------------
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
Maryland Hts MO 4,714,812 39.32% 626,898 13.66% 247,610 5.66%
Citigroup Global Markets, Inc.
Attn: Peter Booth 340,782 7.78%
New York NY
William H Gates III And
Melinda French Gates Co-Trustees
Bill & Melinda Gates Foundation 9,689,922 97.40%
Kirkland WA
CLASS A (206) CLASS B (285) CLASS C (291) CLASS Y (315)
---------------------- ---------------------- ---------------------- ----------------------
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
Maryland Hts MO 15,006,254 53.86% 1,258,693 23.17% 507,317 10.11%
Citigroup Global Markets, Inc.
Attn: Peter Booth 301,305 6.00%
New York NY
West Virginia Savings Plan
Trustee
FBO Wst Virginia Savings Plan 2,795,936 64.83%
Trust
Attn Marilyn Orr
Woodbury MN
State Street Bank & Trust Cust
FBO The Hartford Growth
Allocation 785,505 18.21%
Attn Marilyn Orr
Woodbury Mn
State Street Bank & Trust Cust
FBO The Hartford Balanced
Allloc 332,976 7.72%
Attn Marilyn Orr
Woodbury Mn
State Street Bank & Trust Cust
FBO The Hartford Aggressive
Growht 232,833 5.40%
Attn Marilyn Orr
Woodbury Mn
B-7
CLASS A (1606) CLASS B (1607) CLASS C (1608) CLASS Y (1609)
---------------------- ---------------------- ---------------------- ----------------------
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 2,034,637 33.62% 245,017 8.93%
Maryland Hts MO
Citigroup Global Markets, Inc.
Attn: Peter Booth 203,576 8.31%
New York NY
Richard C. Albright Jr
c/o Wellington Mgmt 31,295 18.90%
Boston MA
Stuart E. Lucas
c/o Wellington Mgmt
Boston MA 9,928 6.00%
CLASS A (1666) CLASS B (1667) CLASS C (1668)
---------------------- ---------------------- ----------------------
AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS
GROWTH ALLOCATION OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
- ------------------------ ---------- ---------- ---------- ---------- ---------- ----------
Edward D Jones & Co
Maryland Hts MO 3,413,767 25.08% 312,903 7.10%
MLPF&S
Attn Fund Administration 676,821 10.26%
Jacksonville FL
CLASS A (316) CLASS B (202) CLASS C (203) CLASS Y (204)
---------------------- ---------------------- ---------------------- ----------------------
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
Maryland Hts MO 12,709,217 45.24% 1,376,544 20.49% 427,198 5.69%
Citigroup Global Markets, Inc.
Attn: Peter Booth 376,062 5.60%
New York NY
State Street Bank & Trust Cust
FBO The Hartford Balanced Alloc 1,122,931 42.99%
Attn Marilyn Orr
Woodbury Mn
State Street Bank & Trust Cust
FBO The Hartford Conservative
Alloc 951,975 36.45%
Attn Marilyn Orr
Woodbury Mn
B-8
CLASS A (316) CLASS B (202) CLASS C (203) CLASS Y (204)
---------------------- ---------------------- ---------------------- ----------------------
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
- ------------------------------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
State Street Bank & Trust Cust
FBO The Hartford Income Alloc
Attn Marilyn Orr 501,554 19.20%
Woodbury Mn
CLASS A (1678) CLASS B (1679) CLASS C (1680)
---------------------- ---------------------- ----------------------
AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICAL OF CLASS BENEFICAL OF CLASS BENEFICAL OF CLASS
INCOME ALLOCATION OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
- ------------------------ ---------- ---------- ---------- ---------- ---------- ----------
Edward D Jones & Co
Maryland Hts MO 614,764 37.32% 43,521 11.11% 93,999 15.60%
Pershing LLC 199,762 12.13%
Jersey City NJ
NFSC FEBO
Jasper Oil Co Inc 98,423 5.98%
Jasper AL
MLPF&S
Attn Fund Administration 39,428 10.06%
Jacksonville FL
CLASS A (1638) CLASS B (1639) CLASS C (1640) CLASS Y (1641)
---------------------- ---------------------- ---------------------- ----------------------
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
- ------------------------------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
Edward D Jones & Co
Maryland Hts MO 905,641 32.89% 89,571 16.58% 29,669 5.76%
Hartford Life Insurance Company
Attn Mark Strogoff 473,280 17.19%
Hartford CT
Martha A Scoles
FBO Scoles Revoc Living Trust 37,842 7.35%
Paramount CA
State Street Bank & Trust Cust
FBO The Hartford Balanced Alloc 793,526 73.95%
Attn Marilyn Orr
Woodbury Mn
B-9
CLASS A (1638) CLASS B (1639) CLASS C (1640) CLASS Y (1641)
---------------------- ---------------------- ---------------------- ----------------------
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
- ------------------------------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
State Street Bank & Trust Cust
FBO The Hartford Conservative
Alloc 178,020 16.59%
Attn Marilyn Orr
Woodbury Mn
State Street Bank & Trust Cust
FBO The Hartford Income Alloc
Attn Marilyn Orr 100,491 9.36%
Woodbury Mn
(116)
----------------------
AMOUNT AND
NATURE OF PERCENTAGE
BENEFICAL OF CLASS
INCOME SHARES FUND, INC. OWNERSHIP OWNED
- ------------------------ ---------- ----------
Cede & CO
Bowling Green Station 9,610,515 73.93%
New York NY
CLASS A (1646) CLASS B (1647) CLASS C (1648) CLASS Y (1649)
---------------------- ---------------------- ---------------------- ----------------------
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
- ------------------------------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
Edward D Jones & Co
Maryland Hts MO 2,075,036 6.03%
Citigroup Global Markets, Inc.
Attn: Peter Booth 1,965,480 5.71% 1,001,969 9.14% 5,003,903 14.25%
New York NY
MLPF&S
Attn Fund Administration 702,294 6.41% 3,066,253 8.73%
Jacksonville FL
State Street Bank & Trust Cust
FBO The Hartford Balanced Alloc 2,761,800 44.81%
Attn Marilyn Orr
Woodbury Mn
State Street Bank & Trust Cust
FBO The Hartford Growth
Allocation 1,702,709 27.62%
Attn Marilyn Orr
Woodbury Mn
B-10
CLASS A (1646) CLASS B (1647) CLASS C (1648) CLASS Y (1649)
---------------------- ---------------------- ---------------------- ----------------------
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
- ------------------------------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
State Street Bank & Trust Cust
FBO The Hartford Conservative
Alloc 1,272,526 20.65%
Attn Marilyn Orr
Woodbury Mn
State Street Bank & Trust Cust
FBO The Hartford Income Alloc 381,698 6.19%
Attn Marilyn Orr
Woodbury Mn
CLASS A (1273) CLASS B (1274) CLASS C (1275) CLASS Y (1276)
---------------------- ---------------------- ---------------------- ----------------------
AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND
INTERNATIONAL CAPITAL NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
- ------------------------------- 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 3,869,599 39.15% 293,498 17.01%
Maryland Hts MO
Citigroup Global Markets, Inc.
Attn: Peter Booth 149,956 8.69% 348,477 14.26%
New York NY
MLPF&S
Attn Fund Administration 151,137 6.19%
Jacksonville FL
State Street Bank & Trust Cust
FBO The Hartford Balanced Alloc 2,017,859 42.81%
Attn Marilyn Orr
Woodbury Mn
State Street Bank & Trust Cust
FBO The Hartford Growth
Allocation 1,795,897 38.10%
Attn Marilyn Orr
Woodbury Mn
State Street Bank & Trust Cust
FBO The Hartford Aggressive 532,326 11.29%
Attn Marilyn Orr
Woodbury Mn
State Street Bank & Trust Cust
FBO The Hartford Conservative 236,072 5.01%
Alloc
Attn Marilyn Orr
Woodbury Mn
B-11
CLASS A (207) CLASS B (208) CLASS C (239) CLASS Y (209)
---------------------- ---------------------- ---------------------- ----------------------
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
INTERNATIONAL OPPORTUNITIES FUND OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
- -------------------------------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
Edward D Jones & Co
Maryland Hts MO 4,107,853 52.23% 337,373 16.10% 83,421 5.97%
Citigroup Global Markets, Inc.
Attn: Peter Booth 70,752 5.06%
New York NY
Saxon & Co 258,755 64.40%
Philadelphia PA
Binkley C. Shorts
c/o Wellington Mgmt
Boston MA 21,587 5.37%
CLASS A (1277) CLASS B (1278) CLASS C (1279) CLASS Y (1280)
---------------------- ---------------------- ---------------------- ----------------------
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
INTERNATIONAL SMALL COMPANY FUND OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
- -------------------------------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
Edward D Jones & Co 470,476 19.61% 28,585 6.98%
Maryland Hts MO
Louis R Benzak and Calvert
Collins
Ttees FBO Chandler Cox Trust 142,103 5.92%
Palm Beach FL
Raymond James & Assoc Inc
FBO Brasier Tr 20,653 5.05%
St Petersburg FL
NFSC FEBO
FBO Tim Earl Gill 1,188,181 25.47%
Denver CO
SEI Private Trust Co
C/O Mellon Bank 840,129 18.01%
Oaks PA
State Street Bank & Trust Cust
FBO The Hartford Growth
Allocation 601,243 12.89%
Attn Marilyn Orr
Woodbury Mn
Wilmington Trust Co Cust
W/Peel Partnership LPI-A Del LP 445,747 9.55%
c/o Mutual Funds
Wilmington DE
B-12
CLASS A (1277) CLASS B (1278) CLASS C (1279) CLASS Y (1280)
---------------------- ---------------------- ---------------------- ----------------------
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
INTERNATIONAL SMALL COMPANY FUND OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
- -------------------------------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
State Street Bank & Trust Cust
FBO The Hartford Aggressive
Growth
Attn Marilyn Orr 356,425 7.64%
Woodbury Mn
CLASS A (937) CLASS B (978) CLASS C (238) CLASS Y ( 229)
---------------------- ---------------------- ---------------------- ----------------------
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
Maryland Hts MO 26,228,649 40.45% 3,322,867 16.91%
Citigroup Global Markets, Inc.
Attn: Peter Booth 1,086,451 5.53% 1,719,515 8.13%
New York NY
West Virginia Savings Plan
Trustee
FBO Wst Virginia Savings Plan
Trust 3,024,212 60.92%
Attn Marilyn Orr
Woodbury MN
NFSC FEBO
Tim Earl Gill 668,618 13.47%
Denver CO
American Express Trust Co FBO
American Express Tr Retirement
Plan 391,463 7.89%
Minneapolis MN
CLASS A (1281) CLASS B (1282) CLASS C (1283) CLASS Y (1284)
---------------------- ---------------------- ---------------------- ----------------------
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
Maryland Hts MO 12,125,944 54.87% 919,036 18.91%
State Street Bank & Trust Cust
FBO The Hartford Balanced
Alloc 1,089,233 45.31%
Attn Marilyn Orr
Woodbury Mn
B-13
CLASS A (1281) CLASS B (1282) CLASS C (1283) CLASS Y (1284)
--------------------- --------------------- --------------------- ---------------------
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
----------------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
State Street Bank & Trust Cust
FBO The Hartford Growth
Allocation 604,714 25.15%
Attn Marilyn Orr
Woodbury Mn
State Street Bank & Trust Cust
FBO The Hartford Aggressive 356,881 14.84%
Attn Marilyn Orr
Woodbury Mn
State Street Bank & Trust Cust
FBO The Hartford Conservative
Alloc 353,251 14.69%
Attn Marilyn Orr
Woodbury Mn
CLASS A (940) CLASS B (290) CLASS C (259) CLASS Y (201)
--------------------- --------------------- --------------------- ---------------------
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
Maryland Hts MO 10,490,785 5.76% 2,139,128 6.22%
Citigroup Global Markets, Inc.
Attn: Peter Booth 1,174,214 6.19%
New York NY
State Street Bank & Trust Cust
FBO The Hartford Balanced Alloc 5,445,380 40.79%
Attn Marilyn Orr
Woodbury Mn
State Street Bank & Trust Cust
FBO The Hartford Conservative Alloc 3,708,421 27.78%
Attn Marilyn Orr
Woodbury Mn
State Street Bank & Trust Cust
FBO The Hartford Income Alloc 3,400,844 25.47%
Attn Marilyn Orr
Woodbury Mn
West Virginia Savings Plan Trustee
FBO Wst Virginia Savings Plan 795,598 5.96%
Trust
Attn Marilyn Orr
Woodbury MN
B-14
CLASS A (1642) CLASS B (1643) CLASS C (1644) CLASS Y (1645)
--------------------- --------------------- --------------------- ---------------------
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
Maryland Hts MO 428,647 11.90%
MLPF&S
Attn Fund Administration 377,748 12.88%
Jacksonville FL
State Street Bank & Trust Cust
FBO The Hartford Balanced Alloc 3,849,755 55.26%
Attn Marilyn Orr
Woodbury Mn
State Street Bank & Trust Cust
FBO The Hartford Conservative Alloc 1,598,651 22.95%
Attn Marilyn Orr
Woodbury Mn
State Street Bank & Trust Cust
FBO The Hartford Growth Allocation 806,894 11.58%
Attn Marilyn Orr
Woodbury Mn
State Street Bank & Trust Cust
FBO The Hartford Income Alloc 711,756 10.22%
Attn Marilyn Orr
Woodbury Mn
CLASS A (1622) CLASS B (1623) CLASS C (1624) CLASS Y (1625)
--------------------- --------------------- --------------------- ---------------------
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
Maryland Hts MO 272,071 14.29%
Citigroup Global Markets, Inc.
Attn: Peter Booth 42,004 9.08%
New York NY
State Street Bank & Trust Cust
FBO The Hartford Growth Allocation 677,041 52.65%
Attn Marilyn Orr
Woodbury Mn
State Street Bank & Trust Cust
FBO The Hartford Aggressive Alloc 286,126 22.25%
Attn Marilyn Orr
Woodbury Mn
B-15
CLASS A (1622) CLASS B (1623) CLASS C (1624) CLASS Y (1625)
--------------------- --------------------- --------------------- ---------------------
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
-------------------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
State Street Bank & Trust Cust
FBO The Hartford Balanced Alloc 218,011 16.95%
Attn Marilyn Orr
Woodbury Mn
State Street Bank & Trust Cust
FBO The Hartford Conservative Alloc 67,752 5.27%
Attn Marilyn Orr
Woodbury Mn
CLASS A (205) CLASS B (227) CLASS C (231) CLASS Y (979)
--------------------- --------------------- --------------------- ---------------------
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
Maryland Hts MO 3,612,236 39.06% 364,520 9.44% 170,348 6.00%
Citigroup Global Markets, Inc.
Attn: Peter Booth 216,900 5.91% 198,235 6.98%
New York NY
State Street Bank & Trust Cust
FBO The Hartford Growth Allocation 932,978 42.77%
Attn Marilyn Orr
Woodbury Mn
State Street Bank & Trust Cust
FBO The Hartford Balanced Alloc 731,738 33.54%
Attn Marilyn Orr
Woodbury Mn
State Street Bank & Trust Cust
FBO The Hartford Aggressive Growth 230,001 10.54%
Attn Marilyn Orr
Woodbury Mn
Saxon & Co
Philadelphia PA 19182-001 220,400 10.10%
CLASS A (221) CLASS B (972) CLASS C (242) CLASS Y (222)
--------------------- --------------------- --------------------- ---------------------
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
Maryland Hts MO 30,171,915 63.79% 3,873,973 20.92% 1,213,624 9.86%
Citigroup Global Markets, Inc. 1,242,001 6.71% 708,098 5.75%
Attn: Peter Booth
New York NY
B-16
CLASS A (221) CLASS B (972) CLASS C (242) CLASS Y (222)
--------------------- --------------------- --------------------- ---------------------
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 Trustee
FBO Wst Virginia Savings Plan Trust 3,614,218 68.09%
Attn Marilyn Orr
Woodbury MN
Saxon & Co 679,367 12.80%
Philadelphia PA
State Street Bank & Trust Cust
FBO The Hartford Balanced Alloc 459,865 8.66%
Attn: Marilyn Orr
Woodbury MN
State Street Bank & Trust Cust
FBO The Hartford Conservative Alloc 402,842 7.59%
Attn: Marilyn Orr
Woodbury MN
CLASS A (1650) CLASS B (1651) CLASS C (1652)
--------------------- --------------------- ---------------------
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
Attn: Mark Strogoff 776,723 51.99%
Hartford CT
Edward D Jones & Co
Maryland Hts MO 263,399 17.63% 20,390 19.31%
Wallace & Yolanda Morton
TTEES
Wallce & Yolanda Morton Revoc 97,737 654%
Living Trust
Santa Clarita CA
NFSC FEBO
Arthur Zuber & Martha Schuett TR 21,107 19.99%
Martha Schuett Ttee
Sebastopol CA
Pershing LLC
Jersey City NJ 13,850 13.12%
NFSC FEBO
Ronald W Saurer
Correne E Saurer 12,525 11.86%
Newport Beach CA
Raymond James & Assoc Inc
FBO Cal Property 1 5,707 5.41%
St Petersburg FL
B-17
CLASS A (1650) CLASS B (1651) CLASS C (1652)
--------------------- --------------------- ---------------------
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
------------------------ ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
Lucille E Horstman
Judy Ann Cipriani Ttees
FBO Gilbert F And Lucille E 5,283 5.00%
Horstman Lifetime Trust
Arcadia CA
Robert Parry & Denise Parry Ttees
FBO Family Trust Of Robert W
Parry and Denise A Parry 15,486 9.91%
Santa Rosa CA
Tim A Driscoll & Carolyn Regalia
Ttee FBO Timothy A Driscoll &
Carol A Regalia 14,574 9.33%
Redwood City CA
Thomas J Wiggin Trustee
FBO Wiggin Family Trust 12,784 8.18%
Novato CA
Dale L And Pearline Butler Ttees
FBO Dale L Butler And Pearline
Butler Family Trust 11,649 7.45%
Palm Desert CA
NFSC FEBO
Nelly Van Der Eyk Ttee
The Cornelius & Nelly Van Der 10,299 6.59%
Eyk Fam Living Tr
Visalia CA
Florence Woods Trustee
FBO Woods Family Trust 9,672 6.19%
Sebastopol CA
Jack W & Frances R Walker Ttee
FBO Walker Family Trust
Penngrove CA 8,573 5.49%
CLASS A (1654) CLASS B (1655) CLASS C (1656)
--------------------- --------------------- ---------------------
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
Attn: Mark Strogoff 885,988 83.48% 108,722 67.49% 108,722 53.23%
Hartford CT
Oscar T Ortiz
Rochester NY 10,438 6.48%
Pershing LLC
Jersey City NJ 10,118 6.28%
B-18
CLASS A (1654) CLASS B (1655) CLASS C (1656)
--------------------- --------------------- ---------------------
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
---------------------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
Julia Daniels
Bronx NY 9,612 5.97%
First Clearing LLC
Eva Goldmann Family Trust Gst 21,630 10.59%
Exempt Robert Goldmann
New York NY
First Clearing LLC
Marcos Szulman & Ana Szulman 13,926 6.82%
Glen Cove NY
First Clearing LLC
Peter Bertolotti &
David Bertolotti Jt Ten 11,053 5.41%
New York NY
CLASS A (217) CLASS B (218) CLASS C (254) CLASS Y (219)
--------------------- --------------------- --------------------- ---------------------
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
Maryland Hts MO 17,009,308 61.30% 1,720,259 21.74% 597,059 8.27%
West Virginia Savings Plan Trustee
FBO Wst Virginia Savings Plan
Trust 6,135,405 42.05%
Attn Marilyn Orr
Woodbury MN
State Street Bank & Trust Cust
FBO The Hartford Balanced Alloc 3,091,316 21.19%
Attn: Marilyn Orr
Woodbury MN
State Street Bank & Trust Cust
FBO The Hartford Growth
Allocation 1,702,709 11.67%
Attn: Marilyn Orr
Woodbury MN
Saxon & Co 1,470,824 10.08%
Philadelphia PA
State Street Bank & Trust Cust
FBO The Hartford Conservative
Alloc 1,189,460 8.15%
Attn: Marilyn Orr
Woodbury MN
B-19
CLASS A (1285) CLASS B (1286) CLASS C (1287) CLASS Y (1288)
--------------------- --------------------- --------------------- ---------------------
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
VALUE FUND OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
Edward D Jones & Co
Maryland Hts MO 3,572,180 60.24% 249,505 25.88% 83,315 8.07%
State Street Bank & Trust Cust
FBO The Hartford Growth
Allocation 2,550,927 52.26%
Attn: Marilyn Orr
Woodbury MN
State Street Bank & Trust Cust
FBO The Hartford Balanced Alloc
Attn: Marilyn Orr 1,422,860 29.15%
Woodbury MN
State Street Bank & Trust Cust
FBO The Hartford Aggressive 905,210 18.55%
Attn: Marilyn Orr
Woodbury MN
CLASS A (1614) CLASS B (1615) CLASS C (1616) CLASS Y (1617)
--------------------- --------------------- --------------------- ---------------------
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
VALUE OPPORTUNITIES FUND OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
------------------------ ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
Edward D Jones & Co
Maryland Hts MO 1,114,956 37.42% 114,631 15.93%
State Street Bank & Trust Cust
FBO The Hartford Growth
Allocation 1,527,153 38.24%
Attn: Marilyn Orr
Woodbury MN
State Street Bank & Trust Cust
FBO The Hartford Balanced Alloc 1,509,054 37.78%
Attn: Marilyn Orr
Woodbury MN
State Street Bank & Trust Cust
FBO The Hartford Aggressive
Growth 601,411 15.06%
Attn: Marilyn Orr
Woodbury MN
State Street Bank & Trust Cust
FBO The Hartford Conservative
Alloc 356,222 8.92%
Attn: Marilyn Orr
Woodbury MN
B-20
CLASS A (1228) CLASS B (1229) CLASS C (1230) CLASS H (155)
--------------------- --------------------- --------------------- ---------------------
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
Maryland Hts MO 9,938,762 28.51% 542,112 18.89%
MLPF&S
Attn Fund Administration 5,586,540 16.03% 600,256 12.63%
Jacksonville FL
Citigroup Global Markets, Inc.
Attn: Peter Booth 312,862 6.58%
New York NY
CLASS L (105) CLASS M (135) CLASS N (175) CLASS Y (1231)
--------------------- --------------------- --------------------- ---------------------
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
----------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
State Street Bank & Trust Cust
FBO The Hartford Balanced Alloc 1,031,290 44.73%
Attn: Marilyn Orr
Woodbury MN
State Street Bank & Trust Cust
FBO The Hartford Growth Allocation 771,913 33.48%
Attn: Marilyn Orr
Woodbury MN
State Street Bank & Trust Cust
FBO The Hartford Aggressive Growth 502,417 21.79%
Attn: Marilyn Orr
Woodbury MN
CLASS A (1618) CLASS B (1619) CLASS C (1620) CLASS H (158)
--------------------- --------------------- --------------------- ---------------------
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
------------------------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
MLPF&S
Attn Fund Administration 2,180,047 43.21%
Jacksonville FL
Edward D Jones & Co
Maryland Hts MO 557,777 11.05%
B-21
CLASS L (108) CLASS M (138) CLASS N (178) CLASS Y (1621)
--------------------- --------------------- --------------------- ---------------------
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
------------------------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
Hartford Life & Annuity Ins Co
Attn Jackie Selman 493,790 95.28%
Hartford CT
CLASS Z (198)
---------------------
AMOUNT AND
NATURE OF PERCENTAGE
BENEFICAL OF CLASS
GROWTH OPPORTUNITIES FUND OWNERSHIP OWNED
------------------------- ---------- ----------
Hartford Life & Annuity Ins Co 67,653 5.69%
Attn Jackie Selman
Hartford CT
CLASS A (1626) CLASS B (1627) CLASS C (1628) CLASS H (162)
--------------------- --------------------- --------------------- ---------------------
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
Maryland Hts MO 305,370 61.23% 13,635 20.96%
Piper Jaffray
Attn Jami Podhradsky 25,093 38.58% 2,500 7.42%
Minneapolis MN
Florence M Lutter
Rochester MN 13,524 20.79%
Emil Blazek
Janice E Blazek JTWROS 4,555 7.00%
Owatonna MN
Primevest Financial Services (FBO)
Bernard M Berres 3,589 5.52%
St Cloud MN
Wells Fargo Investments LLC
Minneapolis MN 9,876 29.31%
Roger Rossum
Karen Rossum JTWROS 4,167 12.37%
Erhard MN
Wells Fargo Investments LLC
Minneapolis MN 3,712 11.01%
Raymond James & Assoc Inc.
FBO Raths Irene 2,476 7.35%
St Petersburg FL
B-22
CLASS A (1626) CLASS B (1627) CLASS C (1628) CLASS H (162)
--------------------- --------------------- --------------------- ---------------------
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
----------------------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
James F Brown And
Sharon A Brown JTTEN 2,014 5.98%
Cologne MN
John A Speaker
Mequon WI 1,988 5.90%
U.S. Bancorp Investments, Inc.
Minneapolis MN 10,202 91.21%
CLASS L (112) CLASS M (142) CLASS N (182) CLASS Y (1629)
--------------------- --------------------- --------------------- ---------------------
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
Bellingham MN 59,698 21.62%
Pershing LLC
Jersey City NY 6,408 52.15%
Henrietta Jane Collins
E Grand Forks MN 1,916 15.60%
Wells Fargo Investments LLC
Minneapolis MN 1,501 12.22%
Regina L Wald
E Grand Forks MN 965 7.86%
Lyle W Jahnke
Olivia MN 5,053 25.15%
Henry A Prchal and
Patricia E Prchal 3,494 17.39%
Young America MN
Catherine A Estrem
Maplewood MN 3,026 15.06%
James Michael Olson
Valerie J Olson 2,434 12.11%
Hawick MN
Harvey Hagedorn
Winnebago MN 1,373 6.83%
Janice K Teeple
Paul R Peterson 1,104 5.49%
Raymond MN
B-23
CLASS L (112) CLASS M (142) CLASS N (182) CLASS Y (1629)
--------------------- --------------------- --------------------- ---------------------
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
----------------------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
H L Investment Advisors
Attn Greg Bubnash 114 97.55%
Hartford CT
CLASS A (1630) CLASS B (1631) CLASS C (1632) CLASS H (163)
--------------------- --------------------- --------------------- ---------------------
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
Maryland Hts MO 1,763,920 50.55% 59,738 9.57%
Pershing LLC
Jersey City NY 189,389 5.43%
Citigroup Global Markets, Inc.
Attn: Peter Booth 39,502 6.33% 97,554 13.67%
New York NY
MLPF&S
Attn Fund Administration 77,892 10.91%
Jacksonville FL
First Clearing LLC
John C Hunter &
Geneva L Hunger JT/WROS 36,101 5.06%
Winston Salem NC
Maurice Moler Estate
Kenneth E Horsman Executor 4,642 12.62%
C/O Brainard Law Office
Charleston IL
Margaret E Tanigawa
Mits J Tanigawa 3,731 10.14%
Westlake Village CA
A G Edwards & Sons Inc FBO
Olive F Claxton & 2,981 8.11%
Daniel Claxton
Saint Louis MO
Judith V Rohde
Arvada CO 2,892 7.86%
Pershing LLC
Jersey City NY 2,743 7.46%
Ruth H Gage &
Sandra J Bitterman JTTEN 2,272 6.18%
Jensen Beach FL
B-24
CLASS A (1630) CLASS B (1631) CLASS C (1632) CLASS H (163)
--------------------- --------------------- --------------------- ---------------------
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
---------------------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
A G Edwards & Sons Inc FBO
Olive F Claxton & 2,193 5.96%
Diane G Toth
Saint Louis MO
Anna M Masler
Audrey M Barcelona JT WROS 1,975 5.37%
Palos Park IL
Anglea Koutsoutis
Calson MD 1,918 5.22%
Gertrude Sutton-Mallory Trustee
FBO Gertrude Sutton Mallory Trust 1,906 5.18%
Trumbull CT
CLASS L (113) CLASS M (143) CLASS N (183) CLASS Y (1633)
--------------------- --------------------- --------------------- ---------------------
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
---------------------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
Thomas A Hebert
Oconomowoc WI 38,691 5.39%
Delores M Kerkhoff
Templeton IA 28,165 24.35%
Harold M Sales Trustee
FBO Florence E Sales Trust 17,427 15.07%
Englewood CO
Anthony Ciccarino 11,792 10.20%
Amsterdam NY
Elvada M. Torsiello
Amerstdam NY 11,590 10.02%
Anthony Ciccarino
Amsterdam NY 10,625 9.19%
Piper Jaffray
Attn Jami Podhradsky 7,130 6.16%
Minneapolis MN
Ethel L Robb
Sheryl L Abraham POA 10,885 22.04%
Sandy OR
Joan C Steadman-Cook
Westerly RI 5,176 10.48%
Jeanie M Chresos
Parma OH 4,884 9.89%
B-25
CLASS L (113) CLASS M (143) CLASS N (183) CLASS Y (1633)
--------------------- --------------------- --------------------- ---------------------
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
---------------------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
Sheldon Schram
West Paterson NJ 4,611 9.34%
Pershing LLC
Jersey City NY 3,605 7.30%
Jacqueline A Olejniczak
Glen Ellyn IL 2,880 5.83%
Glenn H Mannes
Bernita K Mannes JTWROS 2,741 5.83%
Yankton SD
H L Investment Advisors
Attn Greg Bubnash 108 97.56%
Hartford CT
CLASS A (1634) CLASS B (1635) CLASS C (1636) CLASS H (165)
--------------------- --------------------- --------------------- ---------------------
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
------------------------------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
Edward D Jones & Co
Maryland Hts MO 1,566,643 29.15% 184,056 7.44% 78,808 6.43%
Citigroup Global Markets, Inc.
Attn: Peter Booth 70,556 5.76%
New York NY
CLASS L (115) CLASS M (145) CLASS N (185) CLASS Y (1637)
--------------------- --------------------- --------------------- ---------------------
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
Chattanooga TN 13,316 13.32%
Richard Maynard Priest Trustee
FBO The Priest Living Trust 6,265 6.27%
Sparks NV
US Bank Natl Assoc C/F
Molt C Shafer 5,511 5.51%
Clendenin WV
Craig W Spellman Cust
Joseph William Spellman 5,028 5.03%
Burleson TX
B-26
CLASS L (115) CLASS M (145) CLASS N (185) CLASS Y (1637)
--------------------- --------------------- --------------------- ---------------------
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
------------------------------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
State Street Bank & Trust Cust
FBO The Hartford Growth Allocation 838,123 99.98%
Attn Marilyn Orr
Woodbury MN
* 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
ATTACHMENT C
THE HARTFORD MUTUAL FUNDS, INC.
THE HARTFORD MUTUAL FUNDS II, INC.
HARTFORD SERIES FUND, INC.
HARTFORD HLS SERIES FUND II, INC.
THE HARTFORD INCOME SHARES FUND, INC.
("THE HARTFORD FUNDS")
NOMINATING COMMITTEE CHARTER
NOMINATING COMMITTEE MEMBERSHIP
The Nominating Committee of The Hartford Funds (the "Committee") shall be
composed entirely of Directors of the Funds that are not "interested persons" of
the Funds, their investment adviser or their principal underwriter, as that term
is defined in the Investment Company Act of 1940, as amended ("Independent
Directors"), and may be comprised of one or more such Independent Directors.
Officers of the Funds, although not members of the Committee, will nonetheless
be expected to have a role in evaluating candidates and recruiting them for the
Board.
BOARD NOMINATIONS AND FUNCTIONS
1. The Committee shall make nominations for Independent Director membership
on the Board of Directors. The Committee shall evaluate candidates'
qualifications for Board membership and their independence from the Funds'
investment adviser and other principal service providers. Persons selected
must not be "interested persons" of the Funds, their investment adviser or
their principal underwriter, as that term is defined in the 1940 Act. The
Committee shall also consider the effect of any relationships beyond those
delineated in the 1940 Act that might impair independence, e.g. business,
financial or family relationships with the investment adviser. In
determining nominees' qualifications for Board membership, the Committee
may consider such other factors as it may determine to be relevant to
fulfilling the role of being a member of the Board of Directors.
2. The Committee shall consider nominees recommended by shareholders if a
vacancy among the Independent Directors of The Hartford Funds occurs
pursuant to the procedures attached hereto as Appendix A.
3. The Committee shall meet as necessary prior to a meeting of the full Board
and is empowered to hold special meetings as circumstances require.
4. The Committee shall have the resources and authority appropriate to
discharge its responsibilities, including authority to utilize Fund
counsel and/or independent counsel to the Independent Directors and to
retain experts, as deemed appropriate, at the expense of the Funds.
5. The Committee shall review these Procedures as necessary and recommend any
changes to the full Board of Directors.
ADOPTED: MAY 13, 2003
REVISED: MARCH 9, 2004
C-1
APPENDIX A
PROCEDURES FOR CONSIDERATION OF SHAREHOLDER NOMINATIONS
FOR INDEPENDENT DIRECTOR MEMBERSHIP BY THE NOMINATING COMMITTEE
1. The Nominating Committee will consider nominees recommended by
shareholders if a vacancy among the Independent Directors of The Hartford
Funds occurs. Each eligible shareholder or shareholder group may submit
not more than one Independent Director nominee.
2. In order for the Nominating Committee to consider a nominee recommended by
shareholders, the nominee, as well as the shareholder or shareholder group
making the recommendation, must meet all requirements provided under
applicable federal and state law and in the applicable Fund's
organizational documents.
3. In order to recommend a nominee, a shareholder must send a letter to the
chairperson of the Nominating Committee, in care of the Secretary of the
applicable Hartford Fund 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
Investment Company Act of 1940, as amended, and appropriate
documentation to support the statement;
(iv) all information regarding the nominee that would 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 Director.
It shall be in the Nominating Committee's sole discretion whether to seek
corrections of a deficient submission or to exclude a nominee from
consideration due to the deficient submission.
4. A Shareholder nominee recommendation must be received by the Nominating
Committee within a reasonable time period prior to the proxy submission.
5. A shareholder or shareholder group may not submit for consideration a
nominee which has previously been considered by the Nominating Committee.
6. If the Nominating Committee receives 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 as of the date of the recommendation and the
shareholder or shareholder group and their candidate provides his or her
written consent at the time the recommendation is made, the Fund shall
disclose in the applicable proxy statement: (1) the candidate's identity,
(2) the identity of the shareholder or shareholder group making the
C-2
recommendation, and (3) whether or not the Nominating Committee chose to
nominate that candidate.
7. The Nominating Committee shall evaluate the qualifications of a director
nominee in accordance with the guidelines attached hereto as Exhibit 1.
The Nominating Committee may, in its sole discretion, consider any factors
that it deems relevant in its consideration of a director nominee.
Candidates submitted by shareholders shall be evaluated according to the
same criteria as other director candidates.
8. The Nominating Committee may, in its sole discretion, hire third parties
to assist it with identifying, screening and evaluating nominees. If a
third party is used with respect to a particular election, appropriate
disclosure of that fact in the relevant proxy statement shall be made in
accordance with applicable law.
9. The final nomination of a prospective director rests solely with the
Nominating Committee.
10. The Nominating Committee shall review these Procedures as necessary and
recommend any changes to the full Board of Directors of the Hartford
Funds.
C-3
EXHIBIT 1
CRITERIA FOR SELECTION OF NEW INDEPENDENT DIRECTORS
The ideal panel of independent directors should represent a cross section
of the shareholder base of the Hartford-sponsored funds and, since their duties
involve oversight of the management company's and service providers' activities
relative to shareholder interests, care should be given to insure that the panel
of individuals brings to their deliberation education, work and personal
experiences that would improve the value provided to the shareholders.
To maintain the vitality of the panel, some mandatory turnover of members
is desired and should be accomplished through a reasonable retirement policy
(e.g. age 72 mandatory retirement).
The following criteria giving no prejudice towards an individual's gender,
religion or race should be considered as a minimum requirement for consideration
as an independent director:
1. Fifteen (15) years business or academic experience in a
management, administrative, or other oversight capacity.
2. College degree or business experience equivalent to a college
degree.
3. At least one independent director should have an investment
background and at least one director should have a
financial/accounting background.
4. Personal accomplishments that would provide ready acceptance
by shareholders that the individual was capable of
representing their interests.
5. An ability to invest in Hartford funds.
6. 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.
7. A person of high ethical standards.
8. Must meet minimum standards set out in the funds' audit
committee charter.
9. 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.
C-4
ATTACHMENT D
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 securities
policy regarding investment investments in any particular industry, or loans of any issuer or borrower (other
concentrations within a except that (i) it may invest up to 25% than securities or loans issued or
particular industry. of the value of its total assets in any guaranteed by the U.S. government or any
particular industry, and (ii) there is of its agencies or instrumentalities) if,
no limitation with respect to as a result, more than 25% of the Fund's
investments in obligations issued or total assets would be invested in the
guaranteed by the U.S. Government or securities or loans of companies whose
its agencies and instrumentalities. As principal business activities are in the
to utility companies, gas, electric, same industry."
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 Financial Services,
Inc."
Proposal to revise The Fund "will not invest in real The Fund "will not purchase or sell real
D-5
PROPOSAL CURRENT POLICY REVISED POLICY
-------- -------------- --------------
fundamental policy regarding estate, except the Fund may invest in estate unless acquired as a result of
investments in real estate or securities issued by companies owning ownership of securities or other
interests therein. real estate or interests therein." 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."
Proposal to revise fundamental The Fund "will not invest in The Fund "will not purchase or sell
policy regarding purchases and commodities or commodity contracts, commodities or commodities contracts,
sales of commodities and other than for hedging purposes only." except that the Fund may purchase or sell
commodities contracts. 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."
Proposal to revise fundamental The Fund "will not make loans to other The Fund "will not make loans, except to
policy regarding the making of persons. Repurchase agreements, the the extent consistent with the Investment
loans to other persons. lending of securities and the acquiring Company Act of 1940, as amended, and the
of debt securities in accordance with rules and regulations thereunder, or as
the Prospectus and Statement of may otherwise be permitted from time to
Additional Information are not time by regulatory authority."
considered to be 'loans' for this
purpose."
Proposal to eliminate The Fund "will not mortgage, pledge or The current policy will be eliminated.
fundamental policy regarding the hypothecate its assets, except in an
mortgage of assets. amount not exceeding 10% of the value
of its total assets to secure temporary
or emergency borrowing."
Proposal to eliminate The Fund "will not participate on a The current policy will be eliminated.
fundamental policy regarding joint or a joint and several basis in
participation in securities any securities trading account."
trading accounts.
Proposal to eliminate The Fund "will not purchase from or The current policy will be eliminated.
fundamental policy regarding sell to any officer, director, or
certain purchases from and sales employee of the Company, or the Fund's
to officers, directors and adviser or underwriter, or any of their
employees. officers or directors, any securities
other than shares of the Fund's common
stock."
Proposal to eliminate The Fund "will not make short sales, The current policy will be eliminated.
fundamental policy regarding except for sales 'against the box.'"
short sales. While a short sale is made by selling a
security the Fund does not own, a short
sale is 'against the box' to the
D-6
PROPOSAL CURRENT POLICY REVISED POLICY
-------- -------------- --------------
extent that the Fund contemporaneously
owns or has the right to obtain
securities identical to those sold
short at no added cost."
Proposal to revise fundamental The Fund "will not purchase securities The Fund "will not borrow money or issue
policy regarding the borrowing on margin or otherwise borrow money or any class of senior securities, except to
of money, issuing of senior issue senior securities, except that the extent consistent with the Investment
securities and purchasing the Fund, in accordance with its Company Act of 1940, as amended, and the
securities on margin. investment objectives and policies, may rules and regulations thereunder, or as
purchase securities on a when-issued may otherwise be permitted from time to
and delayed delivery basis, within the time by regulatory authority."
limitations set forth in the 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."
D-7
THE HARTFORD GROWTH FUND
THE HARTFORD GROWTH OPPORTUNITIES FUND
THE HARTFORD U.S. GOVERNMENT SECURITIES FUND
THE HARTFORD VALUE OPPORTUNITIES FUND
PROPOSAL CURRENT POLICY REVISED POLICY
-------- -------------- --------------
Proposal to revise fundamental policy The Fund "will not purchase the The Fund "will not purchase the securities
regarding investment concentrations within securities of any issuer (other or loans of any issuer or borrower (other
a particular industry. than securities issued or guaranteed by than securities or loans issued or
the U.S. government or any of its guaranteed by the U.S. government or any
agencies or instrumentalities) if, as a of its agencies or instrumentalities) if,
result, more than 25% of the Fund's total as a result, more than 25% of the the
assets would be invested in the securities Fund's total assets would be invested in
of companies whose principal business in the securities or loans of companies
activities are in the same industry." whose principal business activities are
in the same industry."
D-8
THE HARTFORD TAX-FREE NATIONAL FUND
THE HARTFORD TAX-FREE MINNESOTA FUND
PROPOSAL CURRENT POLICY REVISED POLICY
-------- -------------- --------------
Proposal to revise fundamental policy The Fund "will not purchase the The Fund "will not purchase the
regarding investment concentrations within securities of any issuer (other than securities or loans of any issuer or
a particular industry. securities issued or guaranteed by the borrower (other than securities or
U.S. government or any of its agencies loans issued or guaranteed by the U.S.
or instrumentalities) if, as a result, government or any of its agencies or
more than 25% of the Fund's total instrumentalities) if, as a result,
assets would be invested in the more than 25% of the Fund's total
securities of companies whose principal assets would be invested in the
business activities are in the same securities or loans of companies whose
industry. ... [T]ax exempt securities principal business activities are in
are not subject to this limitation the same industry. ... [T]ax exempt
unless they are backed by the assets securities are not subject to this
and revenues of non-governmental limitation unless they are backed by
issuers; this limitation will not apply the assets and revenues of
to tax exempt securities that have been non-governmental issuers; this
refunded with U.S. government limitation will not apply to tax exempt
securities." securities that have been refunded with
U.S. government securities."
D-9
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 policy The Fund "will not issue senior The Fund "will not borrow money or issue
regarding the issuing of senior securities. securities." 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."
Proposal to revise the fundamental policy The Fund "will not borrow money, except The Fund "will not borrow money or
regarding the borrowing of money. from banks and then only if immediately issue any class of senior securities,
after each such borrowing there is except to the extent consistent with
asset coverage of at least 300% as the Investment Company Act of 1940, as
defined in the 1940 Act." 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 policy The Fund "will not invest 25% or more The Fund "will not purchase the
regarding investment concentrations within of its total assets in the securities securities or loans of any issuer or
a particular industry. of one or more issuers conducting their borrower (other than securities or
principal business activities in the loans issued or guaranteed by the U.S.
same industry (excluding the U.S. government or any of its agencies or
Government or any of its agencies or instrumentalities) if, as a result,
instrumentalities)." more than 25% of the Fund's total
assets would be invested in the
securities or loans of companies whose
principal business activities are in
the same industry."
Proposal to revise the fundamental policy The Fund "will not make loans, except The Fund "will not make loans, except
regarding the making of loans. through (a) the purchase of debt to the extent consistent with the
obligations in accordance with the Investment Company Act of 1940, as
Fund's investment objective and amended, and the rules and regulations
policies, (b) repurchase agreements thereunder, or as may otherwise be
with banks, brokers, dealers and other permitted from time to time by
financial institutions, and (c) loans regulatory authority."
of cash or securities as permitted by
applicable law."
Proposal to revise the fundamental policy Each Fund "will not underwrite Each Fund "will not act as an
regarding underwriting securities. securities issued by others, except to underwriter of securities of other
the extent that the sale of portfolio issuers, except to the extent that, in
securities by the Fund may be deemed to connection with the disposition of
be an underwriting." portfolio securities, the Fund may be
deemed an underwriter under applicable
laws."
D-10
PROPOSAL CURRENT POLICY REVISED POLICY
-------- -------------- --------------
Proposal to revise the fundamental policy Each Fund "will not purchase or sell Each Fund "will not purchase or sell
regarding investments in real estate and real estate, except that each Fund may real estate unless acquired as a result
interests therein. (a) acquire or lease office space for of ownership of securities or other
its own use, (b) invest in securities instruments, although it may purchase
of issuers that invest in real estate securities secured by real estate or
or interests therein (e.g., real estate interests therein, or securities issued
investment trusts), (c) invest in by companies which invest in real
securities that are secured by real estate or interests therein."
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."
Proposal to revise the fundamental policy Each Fund "will not invest in Each Fund "will not purchase or sell
regarding purchases and sales of commodities or commodity contracts, commodities or commodities contracts,
commodities and commodities contracts. except that the Fund may invest in except that the Fund may purchase or
currency and financial instruments and sell financial futures contracts,
contracts that are commodities or options on financial futures contracts
commodity 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 revise the fundamental policy "With respect to 75% of a Fund's total Each Fund "has elected to be classified
regarding the diversification of assets," each Fund "will not purchase as a diversified series of an open-end
investments. securities of an issuer (other than management investment company."
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."
D-11
THE HARFORD GLOBAL HEALTH FUND
PROPOSAL CURRENT POLICY REVISED POLICY
-------- -------------- --------------
Proposal to revise the fundamental policy The Fund "will not issue senior The Fund "will not borrow money or
regarding the issuing of senior securities. securities." 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."
Proposal to revise the fundamental policy The Fund "will not borrow money, except The Fund "will not borrow money or
regarding the borrowing of money. from banks and then only if immediately issue any class of senior securities,
after each such borrowing there is except to the extent consistent with
asset coverage of at least 300% as the Investment Company Act of 1940, as
defined in the 1940 Act." amended, and the rules and regulations
thereunder, or as may otherwise be
permitted from time to time by
regulatory authority."
Proposal concerning fundamental policy The Fund "normally invests at least 25% The Fund "will normally invest at least
regarding investments within certain of its total assets, in the aggregate, 25% of its total assets, in the
industries. in the following industries: aggregate, in the following industries:
pharmaceuticals, medical products, and pharmaceuticals and biotechnology,
health services." medical products, and health services."
Proposal to revise the fundamental policy The Fund "will not make loans, except The Fund "will not make loans, except
regarding the making of loans. through (a) the purchase of debt to the extent consistent with the
obligations in accordance with the Investment Company Act of 1940, as
Fund's investment objective and amended, and the rules and regulations
policies, (b) repurchase agreements thereunder, or as may otherwise be
with banks, brokers, dealers and other permitted from time to time by
financial institutions, and (c) loans regulatory authority."
of cash or securities as permitted by
applicable law."
Proposal to revise the fundamental policy The Fund "will not underwrite The Fund "will not act as an
regarding underwriting securities. securities issued by others except to underwriter of securities of other
the extent that the sale of portfolio issuers, except to the extent that, in
securities by the Fund may be deemed to connection with the disposition of
be an underwriting." portfolio securities, the Fund may be
deemed an underwriter under applicable
laws."
D-12
PROPOSAL CURRENT POLICY REVISED POLICY
-------- -------------- --------------
Proposal to revise the fundamental policy The Fund "will not purchase or sell The Fund "will not purchase or sell
regarding investments in real estate and real estate, except that the Fund may real estate unless acquired as a result
interests therein. (a) acquire or lease office space for of ownership of securities or other
its own use, (b) invest in securities instruments, although it may purchase
of issuers that invest in real estate securities secured by real estate or
or interests therein (e.g., real estate interests therein, or securities issued
investment trusts), (c) invest in by companies which invest in real
securities that are secured by real estate or interests therein."
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."
Proposal to revise the fundamental policy The Fund "will not invest in The Fund "will not purchase or sell
regarding purchases and sales of commodities or commodity contracts, commodities or commodities contracts,
commodities and commodities contracts. except that the Fund may invest in except that the Fund may purchase or
currency and financial instruments and sell financial futures contracts,
contracts that are commodities or options on financial futures contracts
commodity 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."
D-13
THE HARFORD GLOBAL TECHNOLOGY FUND
PROPOSAL CURRENT POLICY REVISED POLICY
-------- -------------- --------------
Proposal to revise the fundamental policy The Fund "will not issue senior The Fund "will not borrow money or
regarding the issuing of senior securities. securities." 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."
Proposal to revise the fundamental policy The Fund "will not borrow money, except The Fund "will not borrow money or
regarding the borrowing of money. from banks and then only if immediately issue any class of senior securities,
after each such borrowing there is except to the extent consistent with
asset coverage of at least 300% as the Investment Company Act of 1940, as
defined in the 1940 Act." amended, and the rules and regulations
thereunder, or as may otherwise be
permitted from time to time by
regulatory authority."
Proposal concerning fundamental policy The Fund "normally invests at least 25% The Fund "will normally invest at least
regarding investments within certain of its total assets, in the aggregate, 25% of its total assets, in the
industries. in the following industries: computers aggregate, in the following industries:
and computer equipment, software and technology hardware and equipment,
computer services, electronics, and software and computer services,
communication equipment." commercial services and supplies,
electronics, and communication
equipment."
Proposal to revise the fundamental policy The Fund "will not make loans, except The Fund "will not make loans, except
regarding the making of loans. through (a) the purchase of debt to the extent consistent with the
obligations in accordance with the Investment Company Act of 1940, as
Fund's investment objective and amended, and the rules and regulations
policies, (b) repurchase agreements thereunder, or as may otherwise be
with banks, brokers, dealers and other permitted from time to time by
financial institutions, and (c) loans regulatory authority."
of cash or securities as permitted by
applicable law."
Proposal to revise the fundamental policy The Fund "will not underwrite The Fund "will not act as an
regarding underwriting securities. securities issued by others, except to underwriter of securities of other
the extent that the sale of portfolio issuers, except to the extent that, in
securities by the Fund may be deemed to connection with the disposition of
be an underwriting." portfolio securities, the Fund may be
deemed an underwriter under applicable
laws."
D-14
PROPOSAL CURRENT POLICY REVISED POLICY
-------- -------------- --------------
Proposal to revise the fundamental policy The Fund "will not purchase or sell The Fund "will not purchase or sell
regarding investments in real estate and real estate, except that the Fund may real estate unless acquired as a result
interests therein. (a) acquire or lease office space for of ownership of securities or other
its own use, (b) invest in securities instruments, although it may purchase
of issuers that invest in real estate securities secured by real estate or
or interests therein (e.g., real estate interests therein, or securities issued
investment trusts), (c) invest in by companies which invest in real
securities that are secured by real estate or interests therein."
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."
Proposal to revise the fundamental policy The Fund "will not invest in The Fund "will not purchase or sell
regarding purchases and sales of commodities or commodity contracts, commodities or commodities contracts,
commodities and commodities contracts. except that the Fund may invest in except that the Fund may purchase or
currency and financial instruments and sell financial futures contracts,
contracts that are commodities or options on financial futures contracts
commodity 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."
D-15
THE HARTFORD ADVISERS FUND
THE HARTFORD DIVIDEND AND GROWTH FUND
THE HARTFORD EQUITY INCOME FUND
THE HARTFORD FOCUS FUND
THE HARTFORD GLOBAL LEADERS 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 TOTAL RETURN BOND FUND
THE HARTFORD VALUE FUND
PROPOSAL CURRENT POLICY REVISED POLICY
-------- -------------- --------------
Proposal to revise fundamental policy The Fund "will not purchase the The Fund "will not purchase the
regarding investment concentrations within securities of any issuer (other than securities or loans of any issuer or
a particular industry. securities issued or guaranteed by the borrower (other than securities or
U.S. government or any of its agencies loans issued or guaranteed by the U.S.
or instrumentalities) if, as a result, government or any of its agencies or
more than 25% of the Fund's total instrumentalities) if, as a result,
assets would be invested in the more than 25% of the Fund's total
securities of companies whose principal assets would be invested in the
business activities are in the same securities or loans of companies whose
industry." principal business activities are in
the same industry."
D-16
THE HARTFORD AGGRESSIVE GROWTH ALLOCATION FUND
THE HARTFORD BALANCED ALLOCATION FUND
THE HARTFORD CONSERVATIVE ALLOCATION FUND
THE HARTFORD GROWTH ALLOCATION FUND
THE HARTFORD INCOME ALLOCATION FUND
PROPOSAL CURRENT POLICY REVISED POLICY
-------- -------------- --------------
Proposal to revise fundamental policy The Fund "will not purchase the The Fund "will not purchase the
regarding investment concentrations within securities of any issuer (other than securities or loans of any issuer or
a particular industry. securities issued or guaranteed by the borrower (other than securities or
U.S. government or any of its agencies loans issued or guaranteed by the U.S.
or instrumentalities) if, as a result, government or any of its agencies or
more than 25% of the Fund's total instrumentalities) if, as a result,
assets would be invested in the more than 25% of the Fund's total
securities of companies whose principal assets would be invested in the
business activities are in the same securities or loans of companies whose
industry; except that the Fund may principal business activities are in
invest more than 25% of its assets in the same industry; except that the Fund
any one Underlying Fund." may invest more than 25% of its assets
in any one Underlying Fund."
D-17
THE HARTFORD TAX-FREE CALIFORNIA FUND
THE HARTFORD TAX-FREE NEW YORK FUND
PROPOSAL CURRENT POLICY REVISED POLICY
-------- -------------- --------------
Proposal to revise fundamental policy The Fund "will not purchase the The Fund "will not purchase the
regarding investment concentrations within securities of any issuer (other than securities or loans of any issuer or
a particular industry. securities issued or guaranteed by the borrower (other than securities or
U.S. government or any of its agencies loans issued or guaranteed by the U.S.
or instrumentalities) if, as a result, government or any of its agencies or
more than 25% of the Fund's total instrumentalities) if, as a result,
assets would be invested in the more than 25% of the Fund's total
securities of companies whose principal assets would be invested in the
business activities are in the same securities or loans of companies whose
industry...[T]ax exempt securities are principal business activities are in
not subject to this limitation unless the same industry....[T]ax exempt
they are backed by the assets and securities are not subject to this
revenues of non-governmental issuers; limitation unless they are backed by
this limitation will not apply to tax the assets and revenues of
exempt securities that have been non-governmental issuers; this
refunded with U.S. government limitation will not apply to tax exempt
securities." securities that have been refunded with
U.S. government securities."
D-18
THE HARTFORD MUTUAL FUNDS, INC. PROXY
THE HARTFORD MUTUAL FUNDS II, INC.
[THE HARTFORD LOGO] PROXY FOR SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 7, 2005
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. The undersigned
appoints [ ] and [ ] or each of them separately with power to act without the
other 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 June 21, 2005, at a Special Meeting of Shareholders
to be held at the offices of Hartford Investment Financial Services, LLC, 200
Hopmeadow Street, Simsbury, Connecticut, on September 7, 2005, 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 by giving written notice of revocation to the
Secretary of the Fund or by executing a superceding proxy.
VOTE VIA THE INTERNET: HTTPS://VOTE.PROXY-DIRECT.COM
VOTE VIA THE TELEPHONE: 1-866-241-6192
999 99999 999 999
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 HMF_15105
FUND FUND FUND
Fund Name Drop-In 1 2652.8576 Fund Name Drop-In 2 1026.8572 Fund Name Drop-In 3 1026.8572
Fund Name Drop-In 4 57858.6497 Fund Name Drop-In 5 3365.9812 Fund Name Drop-In 6 3365.9812
Fund Name Drop-In 7 103.0851 Fund Name Drop-In 8 9658.0602 Fund Name Drop-In 9 9658.0602
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:
[ ] To vote FOR ALL Funds on ALL Proposals mark this box. (No other vote is
necessary.)
FOR WITHHOLD FORALL
1. TO ELECT THE FOLLOWING NOMINEES: ALL ALL EXCEPT
01 L.S. Birdsong 02 R.M. Gavin 03 D.E. Hill
04 P.O. Peterson 05 T.M. Marra 06 L.A. Smith [ ] [ ] [ ]
07 D.M. Znamierowski 08 S.S. Jaffee 09 W.P. Johnston
To withhold authority to vote for any individual, mark the box "FOR ALL EXCEPT"
and write the nominee's number on the line provided below:
_______________________________________________________________________
2. PROPOSAL TO PERMIT THE FUNDS' INVESTMENT ADVISER TO SELECT AND CONTRACT
WITH SUB-ADVISERS WITHOUT OBTAINING SHAREHOLDER APPROVAL.
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
Fund Name Drop-In 1 [ ] [ ] [ ] Fund Name Drop-In 2 [ ] [ ] [ ] Fund Name Drop-In 3 [ ] [ ] [ ]
Fund Name Drop-In 4 [ ] [ ] [ ] Fund Name Drop-In 5 [ ] [ ] [ ] Fund Name Drop-In 6 [ ] [ ] [ ]
Fund Name Drop-In 7 [ ] [ ] [ ] Fund Name Drop-In 8 [ ] [ ] [ ] Fund Name Drop-In 9 [ ] [ ] [ ]
3(A)(i). PROPOSAL TO REVISE THE FUNDAMENTAL POLICY REGARDING THE ISSUING OF
SENIOR SECURITIES.
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
Fund Name Drop-In 1 [ ] [ ] [ ] Fund Name Drop-In 2 [ ] [ ] [ ] Fund Name Drop-In 3 [ ] [ ] [ ]
Fund Name Drop-In 4 [ ] [ ] [ ] Fund Name Drop-In 5 [ ] [ ] [ ]
3(A)(ii). PROPOSAL TO REVISE THE FUNDAMENTAL POLICY REGARDING THE BORROWING OF
MONEY.
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
Fund Name Drop-In 1 [ ] [ ] [ ] Fund Name Drop-In 2 [ ] [ ] [ ] Fund Name Drop-In 3 [ ] [ ] [ ]
Fund Name Drop-In 4 [ ] [ ] [ ] Fund Name Drop-In 5 [ ] [ ] [ ]
3(A)(iii). PROPOSAL TO REVISE THE FUNDAMENTAL POLICY REGARDING THE BORROWING OF
MONEY, ISSUING OF SENIOR SECURITIES AND PURCHASING SECURITIES ON
MARGIN.
FOR AGAINST ABSTAIN
Fund Name Drop-In 1 [ ] [ ] [ ]
3(B). PROPOSAL TO ELIMINATE THE FUNDAMENTAL POLICY REGARDING THE PLEDGING,
MORTGAGING OR HYPOTHECATING OF ASSETS.
FOR AGAINST ABSTAIN
Fund Name Drop-In 1 [ ] [ ] [ ]
3(C). PROPOSAL TO REVISE THE FUNDAMENTAL POLICY REGARDING UNDERWRITING
SECURITIES.
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
Fund Name Drop-In 1 [ ] [ ] [ ] Fund Name Drop-In 2 [ ] [ ] [ ] Fund Name Drop-In 3 [ ] [ ] [ ]
Fund Name Drop-In 4 [ ] [ ] [ ] Fund Name Drop-In 5 [ ] [ ] [ ]
3(D). PROPOSAL TO REVISE THE FUNDAMENTAL INVESTMENT POLICY REGARDING INVESTMENTS
IN REAL ESTATE OR INTERESTS THEREIN.
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
Fund Name Drop-In 1 [ ] [ ] [ ] Fund Name Drop-In 2 [ ] [ ] [ ] Fund Name Drop-In 3 [ ] [ ] [ ]
Fund Name Drop-In 4 [ ] [ ] [ ] Fund Name Drop-In 5 [ ] [ ] [ ] Fund Name Drop-In 6 [ ] [ ] [ ]
3(E). PROPOSAL TO REVISE THE FUNDAMENTAL INVESTMENT POLICY REGARDING PURCHASES
AND SALES OF COMMODITIES AND COMMODITIES CONTRACTS.
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
Fund Name Drop-In 1 [ ] [ ] [ ] Fund Name Drop-In 2 [ ] [ ] [ ] Fund Name Drop-In 3 [ ] [ ] [ ]
Fund Name Drop-In 4 [ ] [ ] [ ] Fund Name Drop-In 5 [ ] [ ] [ ] Fund Name Drop-In 6 [ ] [ ] [ ]
3(F). PROPOSAL TO REVISE THE FUNDAMENTAL INVESTMENT POLICY REGARDING THE
DIVERSIFICATION OF INVESTMENTS.
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
Fund Name Drop-In 1 [ ] [ ] [ ] Fund Name Drop-In 2 [ ] [ ] [ ] Fund Name Drop-In 3 [ ] [ ] [ ]
3(G). PROPOSAL TO REVISE THE FUNDAMENTAL INVESTMENT POLICY REGARDING INVESTMENT
CONCENTRATIONS WITHIN A PARTICULAR INDUSTRY.
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
Fund Name Drop-In 1 [ ] [ ] [ ] Fund Name Drop-In 2 [ ] [ ] [ ] Fund Name Drop-In 3 [ ] [ ] [ ]
Fund Name Drop-In 4 [ ] [ ] [ ]
3(H)(i). PROPOSAL TO ELIMINATE THE FUNDAMENTAL POLICY REGARDING PURCHASES FROM
AND SALES TO OFFICERS, DIRECTORS AND EMPLOYEES.
FOR AGAINST ABSTAIN
Fund Name Drop-In 1 [ ] [ ] [ ]
3(H)(ii). PROPOSAL TO ELIMINATE THE FUNDAMENTAL POLICY REGARDING SECURITIES
TRADING ACCOUNTS.
FOR AGAINST ABSTAIN
Fund Name Drop-In 1 [ ] [ ] [ ]
3(I). PROPOSAL TO REVISE THE FUNDAMENTAL POLICY REGARDING THE MAKING OF LOANS.
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
Fund Name Drop-In 1 [ ] [ ] [ ] Fund Name Drop-In 2 [ ] [ ] [ ] Fund Name Drop-In 3 [ ] [ ] [ ]
Fund Name Drop-In 4 [ ] [ ] [ ] Fund Name Drop-In 5 [ ] [ ] [ ] Fund Name Drop-In 6 [ ] [ ] [ ]
3(J). PROPOSAL TO ELIMINATE THE FUNDAMENTAL POLICY REGARDING SHORT SALES.
FOR AGAINST ABSTAIN
Fund Name Drop-In 1 [ ] [ ] [ ]
3(K). PROPOSAL TO REVISE THE FUNDAMENTAL POLICY REGARDING INVESTMENTS IN CERTAIN
INDUSTRIES.
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
Fund Name Drop-In 1 [ ] [ ] [ ] Fund Name Drop-In 2 [ ] [ ] [ ]
PLEASE VOTE, SIGN, DATE AND PROMPTLY RETURN YOUR PROXY IN THE ENCLOSED ENVELOPE!