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
Hartford HLS Series Fund II, 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.:
HARTFORD SERIES FUND, INC.,
ON BEHALF OF THE FOLLOWING SERIES,
HARTFORD ADVISERS HLS FUND
HARTFORD CAPITAL APPRECIATION HLS FUND
HARTFORD DISCIPLINED EQUITY HLS FUND
HARTFORD DIVIDEND AND GROWTH HLS FUND
HARTFORD EQUITY INCOME HLS FUND
HARTFORD FOCUS HLS FUND
HARTFORD GLOBAL ADVISERS HLS FUND
HARTFORD GLOBAL COMMUNICATIONS HLS FUND
HARTFORD GLOBAL FINANCIAL SERVICES HLS FUND
HARTFORD GLOBAL HEALTH HLS FUND
HARTFORD GLOBAL LEADERS HLS FUND
HARTFORD GLOBAL TECHNOLOGY HLS FUND
HARTFORD GROWTH HLS FUND
HARTFORD HIGH YIELD HLS FUND
HARTFORD INDEX HLS FUND
HARTFORD INTERNATIONAL CAPITAL APPRECIATION HLS FUND
HARTFORD INTERNATIONAL OPPORTUNITIES HLS FUND
HARTFORD INTERNATIONAL SMALL COMPANY HLS FUND
HARTFORD MIDCAP HLS FUND
HARTFORD MIDCAP VALUE HLS FUND
HARTFORD MONEY MARKET HLS FUND
HARTFORD MORTGAGE SECURITIES HLS FUND
HARTFORD SMALL COMPANY HLS FUND
HARTFORD STOCK HLS FUND
HARTFORD TOTAL RETURN BOND HLS FUND (FORMERLY HARTFORD BOND HLS FUND)
HARTFORD VALUE HLS FUND
HARTFORD HLS SERIES FUND II, INC.,
ON BEHALF OF THE FOLLOWING SERIES,
HARTFORD BLUE CHIP STOCK HLS FUND
HARTFORD CAPITAL OPPORTUNITIES HLS FUND
HARTFORD GROWTH OPPORTUNITIES HLS FUND
HARTFORD INTERNATIONAL STOCK HLS FUND
HARTFORD LARGECAP GROWTH HLS FUND
HARTFORD MIDCAP STOCK HLS FUND
HARTFORD SMALLCAP GROWTH HLS FUND
HARTFORD SMALLCAP VALUE HLS FUND
HARTFORD U.S. GOVERNMENT SECURITIES HLS FUND
HARTFORD VALUE OPPORTUNITIES HLS FUND
Dear Hartford HLS Fund Participants:
You are cordially invited to attend the Joint Special Meeting of Shareholders
(the "Meeting") of the Hartford HLS 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 HL Investment Advisors, 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 Hartford Series Fund, Inc. and Hartford HLS Series
Fund II, Inc. (each, a "Company," and together, the "Companies"); (ii) for each
series of Hartford Series Fund, Inc. only, to approve a proposal to permit the
investment adviser to those Funds to select and contract with investment
sub-advisers that are not affiliated with HL Investment Advisors, 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 to approve a proposal to revise the fundamental policy
of those Funds regarding investment concentrations within particular industries;
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 voting instruction card(s) or proxy
card(s) for the upcoming Meeting. Each Company's Board of Directors has reviewed
and unanimously approved these proposals and recommends that you vote FOR each
proposal. The enclosed Proxy Statement provides more information on these
proposals. Please read it carefully and return your completed voting instruction
card(s) or 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. ("The Hartford")
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 of
Hartford Series Fund, Inc. and Hartford HLS Series Fund II, Inc. (each, a
"Company," and together, the "Companies") Second, shareholders of the series of
Hartford Series Fund, Inc., only, are being asked to approve a proposal to
permit the investment adviser to those Funds to select and contract with
investment sub-advisers that are not affiliated with HL Investment Advisors, LLC
("HL Advisors") 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. Third, shareholders of certain Funds are being asked to approve a
proposal to revise the fundamental policy of those Funds regarding investment
concentrations within particular industries.
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 Hartford Series Fund, Inc., six of whom currently
make up the Board of Directors of Hartford HLS Series Fund II, Inc., and one of
whom, William P. Johnston, does not currently serve as a director on either
Board. If all of the nominees are elected to both Boards, the Boards of both
Companies will be composed of the same nine directors.
Q. WHY ARE SHAREHOLDERS OF THE SERIES OF HARTFORD SERIES FUND, INC. BEING
ASKED TO APPROVE A PROPOSAL TO PERMIT THE FUNDS' INVESTMENT ADVISER TO SELECT
AND CONTRACT WITH SUB-ADVISERS WITHOUT SHAREHOLDER APPROVAL?
A. The Funds are structured so that each Fund has an investment adviser and an
investment sub-adviser. The investment adviser supervises the activities of the
investment sub-adviser, which in turn performs the day-to-day investment
management of the Funds. Currently, 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. received an order from
the Securities and Exchange Commission permitting Hartford HLS Series Fund II,
Inc., as well as other funds managed by its adviser, HL Advisors, or affiliates
of HL Advisors, to hire investment 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 by the
directors of the appropriate Fund. The shareholders of each series of Hartford
HLS Series Fund II, Inc. have previously approved the implementation of the
order. To afford the flexibility provided by the order to each of the series of
Hartford Series Fund, Inc., management is seeking shareholders' approval of such
an arrangement for 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 a
Sub-Adviser.
Q. WHY ARE WE PROPOSING TO CHANGE THE FUNDAMENTAL POLICY OF CERTAIN FUNDS
REGARDING INDUSTRY CONCENTRATION?
A. As described in more detail in the accompanying Proxy Statement, 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
revise the fundamental investment policy regarding investment
concentrations within particular industries to bring it in line, wherever
possible, with the corresponding fundamental policy in place, or expected to be
in place, for other Hartford Funds.
Q. DO WE EXPECT THE FUNDS' INVESTMENT APPROACHES TO CHANGE AS RESULT OF ANY OF
THESE PROPOSALS?
A. 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. 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. Please follow the instructions on the voting instruction card(s) or proxy
card(s) enclosed or go to https://vote.direct-proxy.com or call 866-235-4258.
Q. WHERE CAN I OBTAIN ADDITIONAL INFORMATION ABOUT THIS PROXY STATEMENT?
A. For information about voting, please go to https://vote.direct-proxy.com or
call 866-235-4258. To view the Hartford HLS Annual Report or a copy of this
Proxy Statement, or to obtain additional information about the Proxy Statement:
For variable life and annuity owners, please go to
www.hartfordinvestor.com (see the Hartford HLS Proxy under "News &
Highlights");
For other retirement programs, please go to retire.hartfordlife.com
(see HLS Proxy under "In the News").
OR call:
877-372-2935 (if you are a Hartford or Fortis variable annuity owner or
a Fortis 403b owner);
800-231-5453 (if you are a Hartford variable life insurance policy
owner);
800-800-2000 (if you are a Fortis variable life insurance policy
owner);
800-874-2502 (if you are a representative or owner of a
Hartford-administered 401k plan);
800-528-9009 (if you are a representative or owner of a
Hartford-administered 457, 403b or 401a plan); or
877-836-5854 (if you are a representative or owner of any other
qualified retirement plan not administered by Hartford).
HARTFORD SERIES FUND, INC.,
ON BEHALF OF THE FOLLOWING SERIES,
HARTFORD ADVISERS HLS FUND
HARTFORD CAPITAL APPRECIATION HLS FUND
HARTFORD DISCIPLINED EQUITY HLS FUND
HARTFORD DIVIDEND AND GROWTH HLS FUND
HARTFORD EQUITY INCOME HLS FUND
HARTFORD FOCUS HLS FUND
HARTFORD GLOBAL ADVISERS HLS FUND
HARTFORD GLOBAL COMMUNICATIONS HLS FUND
HARTFORD GLOBAL FINANCIAL SERVICES HLS FUND
HARTFORD GLOBAL HEALTH HLS FUND
HARTFORD GLOBAL LEADERS HLS FUND
HARTFORD GLOBAL TECHNOLOGY HLS FUND
HARTFORD GROWTH HLS FUND
HARTFORD HIGH YIELD HLS FUND
HARTFORD INDEX HLS FUND
HARTFORD INTERNATIONAL CAPITAL APPRECIATION HLS FUND
HARTFORD INTERNATIONAL OPPORTUNITIES HLS FUND
HARTFORD INTERNATIONAL SMALL COMPANY HLS FUND
HARTFORD MIDCAP HLS FUND
HARTFORD MIDCAP VALUE HLS FUND
HARTFORD MONEY MARKET HLS FUND
HARTFORD MORTGAGE SECURITIES HLS FUND
HARTFORD SMALL COMPANY HLS FUND
HARTFORD STOCK HLS FUND
HARTFORD TOTAL RETURN BOND HLS FUND (FORMERLY HARTFORD BOND HLS FUND)
HARTFORD VALUE HLS FUND
HARTFORD HLS SERIES FUND II, INC.,
ON BEHALF OF THE FOLLOWING SERIES,
HARTFORD BLUE CHIP STOCK HLS FUND
HARTFORD CAPITAL OPPORTUNITIES HLS FUND
HARTFORD GROWTH OPPORTUNITIES HLS FUND
HARTFORD INTERNATIONAL STOCK HLS FUND
HARTFORD LARGECAP GROWTH HLS FUND
HARTFORD MIDCAP STOCK HLS FUND
HARTFORD SMALLCAP GROWTH HLS FUND
HARTFORD SMALLCAP VALUE HLS FUND
HARTFORD U.S. GOVERNMENT SECURITIES HLS FUND
HARTFORD VALUE OPPORTUNITIES HLS FUND
NOTICE OF JOINT SPECIAL MEETING OF SHAREHOLDERS
A Joint Special Meeting of Shareholders (the "Meeting") of the series
of Hartford Series Fund, Inc. and Hartford HLS Series Fund 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 HL Investment Advisors, 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 of Hartford Series Fund, Inc. listed above, to
approve a proposal to permit its investment adviser to select
and contract with investment sub-advisers that are not
affiliated with HL Investment Advisors, 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 each Fund, except Hartford Global Communications HLS
Fund, Hartford Global Financial Services HLS Fund, Hartford
Global Health HLS Fund, and Hartford Global Technology HLS
Fund, to approve a proposal to revise the fundamental policy
of the Funds regarding investment concentrations within
particular industries.
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.
The Funds issue and sell their shares to separate accounts of certain
insurance companies (the "Separate Accounts") and to qualified retirement plans
(the "Retirement Plans"). The Separate Accounts hold shares of the Funds, which
are the vehicles for funding benefits under flexible premium deferred variable
annuity contracts or flexible premium variable life insurance contracts that are
issued by insurance companies. As the owners of the assets held in the Separate
Accounts, the insurance companies, as well as the Retirement Plans, are the
shareholders of the Companies and are entitled to vote their shares of the
Companies. Pursuant to applicable laws, the insurance companies vote outstanding
shares of the Companies in accordance with instructions received from the owners
of the annuity and life insurance contracts. In addition to the shareholders of
the Companies, this Notice is being delivered to annuity and life insurance
contract owners who do not invest directly in or hold shares of the Companies,
but who, by virtue of their ownership of the contracts, have a beneficial
interest in the Companies as of the record date, so that they may instruct the
insurance companies how to vote the shares of the Companies that underly their
contracts. Retirement Plan fiduciaries should forward the proxy materials (or
arrange to have the proxy materials forwarded) to the appropriate plan
participants and beneficiaries as required by applicable law and the plan
documents governing the plan.
YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE
MEETING, PLEASE FILL IN, SIGN, DATE, AND MAIL THE ENCLOSED VOTING INSTRUCTION
CARD(S) OR PROXY CARD(S) AS PROMPTLY AS POSSIBLE, OR TAKE ADVANTAGE OF THE
TELEPHONIC OR INTERNET VOTING PROCEDURES DESCRIBED ON THE PROXY CARD(S) OR
VOTING INSTRUCTION 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]
HARTFORD SERIES FUND, INC.,
ON BEHALF OF THE FOLLOWING SERIES,
HARTFORD ADVISERS HLS FUND
HARTFORD CAPITAL APPRECIATION HLS FUND
HARTFORD DISCIPLINED EQUITY HLS FUND
HARTFORD DIVIDEND AND GROWTH HLS FUND
HARTFORD EQUITY INCOME HLS FUND
HARTFORD FOCUS HLS FUND
HARTFORD GLOBAL ADVISERS HLS FUND
HARTFORD GLOBAL COMMUNICATIONS HLS FUND
HARTFORD GLOBAL FINANCIAL SERVICES HLS FUND
HARTFORD GLOBAL HEALTH HLS FUND
HARTFORD GLOBAL LEADERS HLS FUND
HARTFORD GLOBAL TECHNOLOGY HLS FUND
HARTFORD GROWTH HLS FUND
HARTFORD HIGH YIELD HLS FUND
HARTFORD INDEX HLS FUND
HARTFORD INTERNATIONAL CAPITAL APPRECIATION HLS FUND
HARTFORD INTERNATIONAL OPPORTUNITIES HLS FUND
HARTFORD INTERNATIONAL SMALL COMPANY HLS FUND
HARTFORD MIDCAP HLS FUND
HARTFORD MIDCAP VALUE HLS FUND
HARTFORD MONEY MARKET HLS FUND
HARTFORD MORTGAGE SECURITIES HLS FUND
HARTFORD SMALL COMPANY HLS FUND
HARTFORD STOCK HLS FUND
HARTFORD TOTAL RETURN BOND HLS FUND (FORMERLY HARTFORD BOND HLS FUND)
HARTFORD VALUE HLS FUND
HARTFORD HLS SERIES FUND II, INC.,
ON BEHALF OF THE FOLLOWING SERIES,
HARTFORD BLUE CHIP STOCK HLS FUND
HARTFORD CAPITAL OPPORTUNITIES HLS FUND
HARTFORD GROWTH OPPORTUNITIES HLS FUND
HARTFORD INTERNATIONAL STOCK HLS FUND
HARTFORD LARGECAP GROWTH HLS FUND
HARTFORD MIDCAP STOCK HLS FUND
HARTFORD SMALLCAP GROWTH HLS FUND
HARTFORD SMALLCAP VALUE HLS FUND
HARTFORD U.S. GOVERNMENT SECURITIES HLS FUND
HARTFORD VALUE OPPORTUNITIES HLS FUND
PROXY STATEMENT
[JUNE __, 2005]
The enclosed proxy card is solicited by the Boards of Directors of
Hartford Series Fund, Inc. and Hartford HLS Series Fund 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 HL Investment Advisors, LLC
("HL Advisors"), 200 Hopmeadow Street, Simsbury, Connecticut 06089 and at any
adjournment(s) or postponement(s) of that 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 and voting
instructions 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 $1,600,000 plus expenses. As
the Meeting date approaches, certain Contract Owners, as defined below, and
shareholders may receive a telephone call from a representative of Georgeson if
their votes have not yet been received. Voting instructions 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 Contract Owner or shareholder casting the vote and the voting
instructions of the Contract Owner or shareholder are accurately determined.
HL Advisors, the investment adviser for the Funds, and Hartford Life
Insurance Company ("Hartford Life"), the administrator for the series of the
Hartford Series Fund, Inc., are principally located at 200 Hopmeadow Street,
Simsbury, Connecticut 06089. Hartford Securities Distribution Company, Inc.,
200 Hopmeadow Street, Simsbury, Connecticut 06089, acts as the Funds' principal
underwriter.
The Funds issue and sell their shares to separate accounts of certain
insurance companies (the "Separate Accounts") and to qualified retirement plans
(the "Retirement Plans"). The insurance companies and the Retirement Plans are
the shareholders of the funds. The Separate Accounts hold shares of mutual
funds, including the Funds, which are vehicles for funding benefits under
flexible premium deferred variable annuity contracts or flexible premium
variable life insurance contracts that are issued by the insurance companies.
Each Separate Account has subaccounts, some of which invest in the Funds and
certain other mutual funds. Owners of the variable annuity and variable life
insurance contracts issued by these insurance companies ("Contract Owners")
allocate the value of their contracts among these subaccounts. Although the
insurance companies are the owners of the assets held in the Separate Accounts,
the Contract Owners may be indirect participants in the Funds. Under applicable
law, the participating insurance companies provide pass-through voting
privileges to the Contract Owners. Contract Owners are asked to complete a
voting instruction card, instructing their respective insurance companies on how
to vote the shares in which they are the indirect participants.
If you are a Contract Owner who beneficially owns shares of more than
one Fund, you should provide voting instructions for each Fund of which you are
a beneficial owner. For example, if you beneficially own shares of both the
Hartford Capital Appreciation HLS Fund and the Hartford Dividend and Growth HLS
Fund, you should indicate your voting instructions for each of those Funds in
the spaces provided on the enclosed voting instruction card. The voting
instruction card allows you to vote "for" ALL the proposals discussed in this
Proxy Statement, for all of the Funds of which you are a beneficial owner. If
you provide voting instructions for each proposal individually, you must
indicate your voting instruction for each Fund of which you are a beneficial
owner. Similarly, if you are a shareholder who owns shares of more than one
Fund, you should indicate your vote for each Fund in which you own shares on the
enclosed proxy card.
If you own shares beneficially through a retirement plan, you should
contact the plan sponsor, trustee, or other administrator for information
regarding your right to provide or revoke instructions as to the voting of Fund
shares. If you are a retirement plan sponsor, trustee, or other administrator
and are authorized to vote shares held by a retirement plan, please complete the
enclosed proxy card(s) and return it in the enclosed envelope.
Contract Owners may revoke their voting instructions until the voting
results are announced at the Meeting by giving prior written notice to their
respective insurance company. Shareholders may revoke authority to vote their
shares by giving written notice of revocation to Edward P. Macdonald, the
Secretary of each Company. Unless revoked, properly executed voting instruction
cards or proxy cards that have been returned by Contract Owners or shareholders
without instructions will be voted "for" each Proposal. In instances where
choices are specified by the Contract Owners or shareholders in the voting
instruction cards or proxy cards, those Contract Owners' or shareholders' votes
will be voted or the votes will be withheld in accordance with the Contract
Owners' or shareholders' choices. Votes of Contract Owners for which no voting
instructions are received will be voted by an insurance company in the same
proportion as the votes of Contract Owners for which voting instructions are
received by such insurance company. 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 the investment adviser of certain Funds to select and contract
with certain sub-advisers without obtaining shareholder approval, and to approve
a change to the fundamental investment policies of certain funds, 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" each
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 voting instruction
card(s) or proxy card(s), Contract Owners and shareholders are also able to vote
by touchtone telephone or by Internet by following the instructions included
with the proxy card(s) or voting instruction card(s) accompanying this Proxy
Statement. To vote by Internet or by telephone, Contract Owners and shareholders
can access the website or call the toll-free number listed on the voting
instruction card(s) or proxy card(s). To vote by Internet or by telephone, a
Contract Owner or shareholder will need the "control number" that appears on the
voting instruction card(s) or proxy card(s). After inputting this number, the
Contract Owner or shareholder will be prompted to provide their voting
instructions on the Proposals. The Contract Owner or shareholder will have an
opportunity to review their voting instructions and make any necessary changes
before submitting the voting instructions and terminating the telephone call or
Internet link.
In all cases where telephonic proxy authorizations or telephonic voting
instructions are solicited, the Georgeson representative is required to ask for
each Contract Owner's or shareholder's full name and address, or other
identifying information, and to confirm that the Contract Owner or shareholder
has received the proxy materials in the mail. If the Contract Owner or
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 or voting instruction card and ask for the Contract
Owner's or 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 Contract Owner or shareholder how to vote,
other than to read any recommendation set forth in this Proxy Statement. The
Georgeson representative will record the Contract Owner's or shareholder's
voting instructions or proxy authorizations on the card(s). Within 72 hours, the
Contract Owner or shareholder will be sent a letter or mailgram to confirm his
or her vote and asking the Contract Owner or shareholder
2
to call Georgeson immediately if his or her instructions are not correctly
reflected in the confirmation. Although a Contract Owner's or shareholder's vote
may be taken by telephone, each Contract Owner or shareholder will receive a
copy of this Proxy Statement and may vote by mail using the enclosed voting
instruction card or by touchtone telephone or Internet as set forth above. The
proxy authorizations or voting instructions received last in time, whether by
proxy card(s) or voting instruction card(s), touchtone telephone or Internet,
will be the vote that is counted and will revoke all previous votes by the
Contract Owner or 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 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. Because Hartford Life and its affiliates are the majority shareholders of
each of the Funds, their presence at the Meeting in person or proxy will meet
the quorum requirement. 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 shareholder vote may be taken for one or more of the Proposals in this
Proxy Statement prior to any adjournment provided that there is a quorum. All
Proposals receiving a sufficient number of votes for approval prior to any
adjournment shall be deemed adopted and shall not require any further
shareholder approval at any adjournment or otherwise.
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 200 Hopmeadow Street, Simsbury, Connecticut 06089, or call
877-372-2935, if you are a Hartford or Fortis variable annuity owner or a Fortis
403b owner; 800-231-5453, if you are a Hartford variable life insurance policy
owner; 800-800-2000, if you are a Fortis variable life insurance policy owner;
800-874-2502, if you are a representative of a Hartford-administered 401k plan;
800-528-9009, if you are a representative of a Hartford-administered 457, 403b
or 401a plan; or 877-836-5854, if you are a representative of a qualified
retirement plan that is not administered by Hartford; and a copy will be sent,
without charge, by first class mail within three business days of your request.
Alternatively, if you would like to view a copy on the Internet, for variable
life and annuity owners, please go to www.hartfordinvestor.com (see the
Hartford HLS Annual Report under "News & Highlights"); or for other retirement
programs, please go to retire.hartfordlife.com (see the Hartford HLS Annual
Report under "In the News").
SUMMARY OF PROPOSALS AND FUNDS AFFECTED
The following table identifies the three 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
- -------------------------------------------------------------------------------------------------------------------------
FUND I. PROPOSAL TO ELECT A II. PROPOSAL TO PERMIT THE III. PROPOSAL TO REVISE THE
BOARD OF DIRECTORS INVESTMENT ADVISER TO FUNDAMENTAL POLICY
SELECT AND CONTRACT WITH REGARDING INVESTMENT
SUB-ADVISERS WITHOUT CONCENTRATIONS WITHIN A
SHAREHOLDER APPROVAL PARTICULAR INDUSTRY
- -------------------------------------------------------------------------------------------------------------------------
Hartford Advisers HLS Fund X X X
- -------------------------------------------------------------------------------------------------------------------------
Hartford Capital Appreciation X X X
HLS Fund
- -------------------------------------------------------------------------------------------------------------------------
Hartford Disciplined Equity X X X
HLS Fund
- -------------------------------------------------------------------------------------------------------------------------
Hartford Dividend and Growth X X X
HLS Fund
- -------------------------------------------------------------------------------------------------------------------------
Hartford Equity Income HLS Fund X X X
- -------------------------------------------------------------------------------------------------------------------------
Hartford Focus HLS Fund X X X
- -------------------------------------------------------------------------------------------------------------------------
Hartford Global Advisers HLS X X X
Fund
- -------------------------------------------------------------------------------------------------------------------------
Hartford Global Communications X X
HLS Fund
- -------------------------------------------------------------------------------------------------------------------------
Hartford Global Financial X X
Services HLS Fund
- -------------------------------------------------------------------------------------------------------------------------
Hartford Global Health HLS Fund X X
- -------------------------------------------------------------------------------------------------------------------------
Hartford Global Leaders HLS X X X
Fund
- -------------------------------------------------------------------------------------------------------------------------
Hartford Global Technology HLS X X
Fund
- -------------------------------------------------------------------------------------------------------------------------
Hartford Growth HLS Fund X X X
- -------------------------------------------------------------------------------------------------------------------------
Hartford High Yield HLS Fund X X X
- -------------------------------------------------------------------------------------------------------------------------
Hartford Index HLS Fund X X X
- -------------------------------------------------------------------------------------------------------------------------
Hartford International Capital X X X
Appreciation HLS Fund
- -------------------------------------------------------------------------------------------------------------------------
Hartford International X X X
Opportunities HLS Fund
- -------------------------------------------------------------------------------------------------------------------------
Hartford International Small X X X
Company HLS Fund
- -------------------------------------------------------------------------------------------------------------------------
Hartford MidCap HLS Fund X X X
- -------------------------------------------------------------------------------------------------------------------------
Hartford MidCap Value HLS Fund X X X
- -------------------------------------------------------------------------------------------------------------------------
Hartford Money Market HLS Fund X X X
- -------------------------------------------------------------------------------------------------------------------------
Hartford Mortgage Securities X X X
HLS Fund
- -------------------------------------------------------------------------------------------------------------------------
Hartford Small Company HLS Fund X X X
- -------------------------------------------------------------------------------------------------------------------------
4
- -------------------------------------------------------------------------------------------------------------------------
FUND I. PROPOSAL TO ELECT A II. PROPOSAL TO PERMIT THE III. PROPOSAL TO REVISE THE
BOARD OF DIRECTORS INVESTMENT ADVISER TO FUNDAMENTAL POLICY
SELECT AND CONTRACT WITH REGARDING INVESTMENT
SUB-ADVISERS WITHOUT CONCENTRATIONS WITHIN A
SHAREHOLDER APPROVAL PARTICULAR INDUSTRY
- -------------------------------------------------------------------------------------------------------------------------
Hartford Stock HLS Fund X X X
- -------------------------------------------------------------------------------------------------------------------------
Hartford Total Return Bond X X X
HLS Fund
- -------------------------------------------------------------------------------------------------------------------------
Hartford Value HLS Fund X X X
- -------------------------------------------------------------------------------------------------------------------------
Hartford Blue Chip Stock HLS X X
Fund
- -------------------------------------------------------------------------------------------------------------------------
Hartford Capital Opportunities X X
HLS Fund
- -------------------------------------------------------------------------------------------------------------------------
Hartford Growth Opportunities X X
HLS Fund
- -------------------------------------------------------------------------------------------------------------------------
Hartford International Stock X X
HLS Fund
- -------------------------------------------------------------------------------------------------------------------------
Hartford LargeCap Growth HLS X X
Fund
- -------------------------------------------------------------------------------------------------------------------------
Hartford MidCap Stock HLS Fund X X
- -------------------------------------------------------------------------------------------------------------------------
Hartford SmallCap Growth HLS X X
Fund
- -------------------------------------------------------------------------------------------------------------------------
Hartford SmallCap Value HLS X X
Fund
- -------------------------------------------------------------------------------------------------------------------------
Hartford U.S. Government X X
Securities HLS Fund
- -------------------------------------------------------------------------------------------------------------------------
Hartford Value Opportunities X X
HLS Fund
- -------------------------------------------------------------------------------------------------------------------------
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 BY
DOLLAR RANGE OF EQUITY SECURITIES IN THE DIRECTOR IN FAMILY OF INVESTMENT
NAME OF DIRECTOR FUND COMPANIES
- -------------------------------------------------------------------------------------------------------------------------
Lynn S. Birdsong
- -------------------------------------------------------------------------------------------------------------------------
Dr. Robert M. Gavin
- -------------------------------------------------------------------------------------------------------------------------
5
- -------------------------------------------------------------------------------------------------------------------------
AGGREGATE DOLLAR RANGE OF EQUITY
SECURITIES IN ALL REGISTERED
INVESTMENT COMPANIES OVERSEEN BY
DOLLAR RANGE OF EQUITY SECURITIES IN THE DIRECTOR IN FAMILY OF INVESTMENT
NAME OF DIRECTOR FUND COMPANIES
- -------------------------------------------------------------------------------------------------------------------------
Duane E. Hill
- -------------------------------------------------------------------------------------------------------------------------
Phillip O. Peterson
- -------------------------------------------------------------------------------------------------------------------------
Sandra S. Jaffee(1)
- -------------------------------------------------------------------------------------------------------------------------
William P. Johnston(2)
- -------------------------------------------------------------------------------------------------------------------------
(1) Ms. Jaffee is a director of Hartford Series Fund, Inc. but is not currently
a director of Hartford HLS Series Fund 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 BY
DIRECTOR IN FAMILY OF INVESTMENT
NAME OF DIRECTOR DOLLAR RANGE OF EQUITY SECURITIES IN THE FUND COMPANIES
- -------------------------------------------------------------------------------------------------------------------------
Thomas M. Marra
- -------------------------------------------------------------------------------------------------------------------------
Lowndes A. Smith
- -------------------------------------------------------------------------------------------------------------------------
David M. Znamierowski(1)
- -------------------------------------------------------------------------------------------------------------------------
(1) Mr. Znamierowski is a director of Hartford Series Fund, Inc. but is not
currently a director of Hartford HLS Series Fund 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.
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).
- --------
+ 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, HL
Advisors or other affiliated companies.
6
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, Hartford Series Fund, Inc. has eight directors, all of
whom are being nominated for re-election to the Board of that Company. Hartford
HLS Series Fund 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 Willam P. Johnston, currently serve as director of one or both of the
Companies. The current composition of the members 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 Hartford Series Fund,
Inc., but does not serve on the Board of Directors of Hartford HLS Series Fund
II, Inc. In addition to being nominated for re-election to the Board of
Directors of Hartford Series Fund, Inc., Mr. Znamierowski was recommended by the
Companies' investment adviser to serve as a member of the Board of Directors of
Hartford HLS Series Fund 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 Hartford Series Fund, 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
Hartford HLS Series Fund 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. Shareholders wishing to send communications to the
Boards, or to the nominees for election to the Boards, may communicate with
Board members and/or nominees by submitting written correspondence, directed to
the Board of Directors and/or nominees, in care of the applicable Company's
Secretary, Edward P. Macdonald, at Hartford HLS Funds, 200 Hopmeadow Street,
Simsbury, Connecticut 06089.
NOMINEES FOR ELECTION AS NON-INTERESTED DIRECTORS
- -----------------------------------------------------------------------------------------------------------------------------------
POSITION TERM OF NUMBER OF
HELD OFFICE* PORTFOLIOS IN
WITH AND FUND COMPLEX OTHER
NAME AND THE HAS SERVED PRINCIPAL OCCUPATION(S) DURING OVERSEEN BY DIRECTORSHIPS
AGE COMPANIES SINCE LAST 5 YEARS DIRECTOR HELD BY DIRECTOR
--- --------- ----- ------------ -------- ----------------
- -----------------------------------------------------------------------------------------------------------------------------------
Lynn S. Director 2003 From 1979 to 2002, Mr. Birdsong was a 80 Mr. Birdsong is a
Birdsong(1) managing director of Zurich Scudder director of The
(age 58) Investments, an investment management Japan Fund.
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 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.
- -----------------------------------------------------------------------------------------------------------------------------------
7
- -----------------------------------------------------------------------------------------------------------------------------------
POSITION TERM OF NUMBER OF
HELD OFFICE* PORTFOLIOS IN
WITH AND FUND COMPLEX OTHER
NAME AND THE HAS SERVED PRINCIPAL OCCUPATION(S) DURING OVERSEEN BY DIRECTORSHIPS
AGE COMPANIES SINCE LAST 5 YEARS DIRECTOR HELD BY DIRECTOR
--- --------- ----- ------------ -------- ----------------
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
Dr. Robert M. Director and Hartford Series Dr. Gavin is an educational 80 None
Gavin(1) Chairman of Fund, Inc. - 2002 consultant. Prior to September 1,
(age 64) the Board 2001, he was President of Cranbrook
Hartford HLS Education Community; and prior to July
Series Fund II, 1996, he was President of Macalester
Inc. - 1986 College, St. Paul, Minnesota.
- -----------------------------------------------------------------------------------------------------------------------------------
Duane E. Hill(1) Director Hartford Series Mr. Hill is a Partner Emeritus and a 63 None
(age 59) Fund, Inc. - 2001 founding partner of TSG Capital Group,
a private equity investment firm that
Hartford HLS serves as sponsor and lead investor in
Series Fund, leveraged buyouts of middle market
Inc. - 2002 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(1) Director(2) Hartford Series Ms. Jaffee is an Entrepreneur in 63 None
(age 63) Fund, Inc. - 2005 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 Hartford Series Mr. Peterson is a mutual fund industry 80 None
Peterson(1) Fund, Inc. - 2002 consultant. He was a partner of KPMG
(age 60) LLP (an accounting firm) until July
Hartford HLS 1999. In January 2004, Mr. Peterson
Series Fund II, was appointed Independent President of
Inc. - 2000 Strong Mutual Funds.
- -----------------------------------------------------------------------------------------------------------------------------------
8
- -----------------------------------------------------------------------------------------------------------------------------------
POSITION TERM OF NUMBER OF
HELD OFFICE* PORTFOLIOS IN
WITH AND FUND COMPLEX OTHER
NAME AND THE HAS SERVED PRINCIPAL OCCUPATION(S) DURING OVERSEEN BY DIRECTORSHIPS
AGE COMPANIES SINCE LAST 5 YEARS DIRECTOR HELD BY DIRECTOR
--- --------- ----- ------------ -------- ----------------
- -----------------------------------------------------------------------------------------------------------------------------------
William P. None. N/A Mr. Johnston joined the Board of None Mr. Johnston is
Johnston Directors of Renal Care Group, Inc. in Chairman of the Board
(age 60) November 2002 and currently serves as of Directors of Renal
Chairman of the Board (March Care Group, Inc.
2003-present). From August 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 Hartford
Series Fund, Inc. only.
(2) Director of Hartford Series Fund, 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
HELD WITH OFFICE* AND FUND COMPLEX OTHER
NAME AND THE HAS SERVED PRINCIPAL OCCUPATION(S) DURING OVERSEEN BY DIRECTORSHIPS
AGE COMPANIES SINCE LAST 5 YEARS DIRECTOR HELD BY DIRECTOR
--- --------- ----- ------------ -------- ----------------
- -----------------------------------------------------------------------------------------------------------------------------------
Thomas M. Marra** Director 2002 Mr. Marra is President and Chief 80 Mr. Marra is a member
(age 46) Operating Officer of Hartford Life, of the Board of
Inc. He is also a member of the Board Directors of The
of 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 Hartford Investment
Financial Services, LLC ("HIFSCO") and
HL Advisors.
- -----------------------------------------------------------------------------------------------------------------------------------
9
- -----------------------------------------------------------------------------------------------------------------------------------
NUMBER OF
POSITION TERM OF PORTFOLIOS IN
HELD WITH OFFICE* AND FUND COMPLEX OTHER
NAME AND THE HAS SERVED PRINCIPAL OCCUPATION(S) DURING OVERSEEN BY DIRECTORSHIPS
AGE COMPANIES SINCE LAST 5 YEARS DIRECTOR HELD BY DIRECTOR
--- --------- ----- ------------ -------- ----------------
- -----------------------------------------------------------------------------------------------------------------------------------
Lowndes A. Director Hartford Series Mr. Smith served as Vice Chairman of 80 Mr. Smith is a
Smith** Fund, Inc. - 1996 The Hartford from February 1997 to director of White
(age 65) January 2002, as President and Chief Mountains Insurance
Hartford HLS Executive Officer of Hartford Life, Group Ltd.
Series Fund II, Inc. from February 1997 to January
Inc. - 2002 2002, and as President and Chief
Operating Officer of The
Hartford Life Insurance
Companies from January
1989 to January 2002.
- -----------------------------------------------------------------------------------------------------------------------------------
David M. Director(1) Director, Mr. Znamierowski currently serves as 62 None
Znamierowski Hartford Series President of Hartford Investment
(age 44)** Fund, Inc. - 1999 Management Company ("Hartford
Investment Management"); Executive
President, Vice President and Chief Investment
Hartford Series Officer for Hartford Life; Executive
Fund, Inc. - Vice President of and Chief Investment
1999(2) Officer of Hartford Life, Inc.; and
Executive Vice President and Chief
President, Investment Officer of The Hartford.
Hartford HLS Mr. Znamierowski is also a Managing
Series Fund II, Member and Executive Vice President of
Inc. - 2001(2) HIFSCO and HL Advisors.
Chief Executive
Officer - 2005
- -----------------------------------------------------------------------------------------------------------------------------------
10
* 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 HL Advisors.
(1) Director for Hartford Series Fund, Inc. only.
(2) Mr. Znamierowski has served as President of Hartford Series
Fund, Inc. from 1999 to date and of Hartford HLS Series Fund
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.
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 December 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 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 four times during the fiscal year ended December 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, Connecticut
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
11
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;
- 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 December 31, 2004.
- ----------
++ Ms. Jaffee serves on the Litigation Committee for Hartford Series Fund,
Inc. only.
12
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 December 31, 2004, there were nine
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, HL Advisors or any affiliated company.
During the fiscal year ended December 31, 2004, the Funds paid a fee to each
director who is not an officer or employee of The Hartford, HL Advisors or any
affiliated company.
The following table sets forth the compensation that each director
received during the fiscal year ended December 31, 2004 from each Company and
the entire Hartford fund complex.
- ------------------------------------------------------------------------------------------------------------------------------------
AGGREGATE AGGREGATE PENSION OR
COMPENSATION COMPENSATION RETIREMENT BENEFITS ESTIMATED TOTAL COMPENSATION
FROM HARTFORD FROM HARTFORD ACCRUED AS PART OF ANNUAL FROM HLS FUNDS
SERIES HLS SERIES HLS FUND BENEFITS UPON AND FUND COMPLEX
NAME OF PERSON, POSITION FUND, INC. FUND II, INC. EXPENSES RETIREMENT PAID TO DIRECTORS*
- ------------------------ ---------- ---------- -------- ------------------- ------------------
NON-INTERESTED DIRECTORS
- ------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
Lynn S. Birdsong, Director $86,620 $4,668 $0 $0 $122,750
- ------------------------------------------------------------------------------------------------------------------------------------
Dr. Robert M. Gavin, Director $100,839 $5,449 $0 $0 $142,750
- ------------------------------------------------------------------------------------------------------------------------------------
Duane E. Hill, Director $89,286 $4,814 $0 $0 $126,500
- ------------------------------------------------------------------------------------------------------------------------------------
Phillip O. Peterson, Director $80,391 $4,334 $0 $0 $114,000
- ------------------------------------------------------------------------------------------------------------------------------------
Sandra S. Jaffee, Director(1) $0 $0 $0 $0 $0
- ------------------------------------------------------------------------------------------------------------------------------------
INTERESTED DIRECTORS
- --------------------
- ------------------------------------------------------------------------------------------------------------------------------------
Lowndes A. Smith, Director $74,212 $4,001 $0 $0 $105,250
- ------------------------------------------------------------------------------------------------------------------------------------
Thomas M. Marra, Director $0 $0 $0 $0 $0
- ------------------------------------------------------------------------------------------------------------------------------------
David M. Znamierowski, Director $0 $0 $0 $0 $0
- ------------------------------------------------------------------------------------------------------------------------------------
* As of December 31, 2004, a total of five registered investment
companies in the fund complex paid compensation to some or all of the
directors.
13
(1) Ms. Jaffee was newly appointed as a director of Hartford Series Fund, Inc.
on February 1, 2005. She is a director of Hartford Series Fund, Inc. but
is not a director of Hartford HLS Series Fund 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 each Fund is a series of a Company, each shareholder
vote will be counted together with the votes of shareholders of the other series
of that 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 and voting instruction 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.
PROPOSAL II
TO PERMIT THE FUNDS' INVESTMENT ADVISER TO SELECT AND CONTRACT WITH
SUB-ADVISERS WITHOUT OBTAINING SHAREHOLDER APPROVAL
PROPOSED FOR THE SERIES OF HARTFORD SERIES FUND, INC. ONLY.
(For purposes of the discussions regarding Proposal II, below,
the term "Company" refers only to Hartford Series Fund, Inc.
and the terms "Fund" and "Funds" shall refer only to the series of that
Company.)
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").(1)
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.
The indirect parent company of HL Advisors acquired Fortis Advisers,
Inc. on April 2, 2001, and HL Advisors became the investment adviser for
Hartford HLS Series Fund II, Inc. at that time. HL Advisors also serves as the
investment adviser to Hartford Series Fund, Inc. HL Advisors does not make the
day-to-day investment decisions for the Funds, but instead establishes the
Funds' investment programs and
(1) Fortis Series Fund, Inc. and Fortis Advisers, Inc., Investment Company
Act Rel. Nos. 24158 (Nov. 23, 1999) (notice) and 24211 (Dec. 21, 1999)
(order).
14
selects, supervises and evaluates separate Sub-Advisers who make those
investment decisions, subject to the review of the Board of Directors.
As a result of the Order and after obtaining shareholder consent for
each of its series, HL Advisors has the flexibility to retain and terminate
Sub-Advisers for series of Hartford HLS Series Fund II, Inc. based on its
evaluation of the Sub-Advisers without the delay and costs of seeking
shareholder approval each time. In addition, the Order permits HL Advisors to
continue relations with Sub-Advisers whose sub-advisory agreements
("Sub-Advisory Agreements") have been "assigned" as a result of a change in
control of the Sub-Adviser without seeking shareholder approval; without the
Order, the 1940 Act would require automatic termination of an advisory contract
in the event of such an assignment. To afford like flexibility to the Funds,
management is seeking shareholders' approval of such an arrangement for the
Funds. Without the delay and cost inherent in holding shareholder meetings each
time HL Advisors or the Board determines a change in Sub-Advisers would benefit
a Fund, the Company 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, the day-to-day investment decisions are not made
by HL Advisors. Instead, HL Advisors selects, supervises, evaluates and, if
necessary, terminates Sub-Advisers that make those day-to-day investment
decisions. Management believes that permitting HL Advisors 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 HL Advisors, shareholders will not be required to approve
the amendment or new Sub-Advisory Agreement between HL Advisors and that
Sub-Adviser. The Board 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 HL Advisors and a Sub-Adviser as well
as changes to existing contracts. The requested relief will not apply to the
advisory agreements between HL Advisors and the Company, and material changes to
those agreements will continue to require the approval of shareholders. In
addition, HL Advisors 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
Company or HL Advisors, 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 Company 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 HL Advisors and any Affiliated
Sub-Adviser by that Fund, (ii) aggregate fees paid by HL Advisors to the
Sub-Advisers of that Fund, other than Affiliated Sub-Advisers, and (iii) fees
paid by HL Advisors to any Affiliated Sub-Adviser ("Aggregate Fee Disclosure").
Therefore, in such a situation the Company would not have to disclose separately
the fees paid by HL Advisors to a particular Sub-Adviser, other than an
Affiliated Sub-Adviser.
If this proposal is approved, the Company and HL Advisors 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
15
(or, if the Fund serves as a funding medium for any Separate Account,
pursuant to voting instructions provided by the Contract Owners), 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 HL Advisors 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. HL Advisors will meet this condition by providing the
shareholders and Contract Owners 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.
(3) Within 90 days of the hiring of any new Sub-Adviser, shareholders
and Contract Owners 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. HL Advisors will meet this
condition by providing the shareholders and Contract Owners 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) HL Advisors 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 (or pursuant to voting instructions provided by the
Contract Owners).
(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 Contract Owners and does not involve a conflict of
interest from which HL Advisors or the Affiliated Sub-Adviser derives
an inappropriate advantage.
(7) HL Advisors will provide general management services to the Company
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 Board, 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 Company or HL Advisors will own
directly or indirectly (other than through a pooled investment vehicle
that is not controlled by such person) any interest in any
16
Sub-Adviser except for (a) ownership of interests in HL Advisors or any
entity that controls, is controlled by or is under common control with
HL Advisors; 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 Company will disclose in its registration statement 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.
(11) HL Advisors will provide the Boards of Directors, no less often
than quarterly, with information about HL Advisors' 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, HL Advisors will
provide the Boards of Directors with information showing the expected
impact on HL Advisors' profitability.
If the proposal is approved, HL Advisors will have the ability, subject
to the approval of the Board, 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 HL Advisors out of its advisory fee and are not additional charges to a Fund.
While HL Advisors expects its relationships with the Sub-Advisers to
the Funds to be long-term and stable over time, approval of this proposal will
permit HL Advisors to act quickly in situations where HL Advisors and the Board
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 a
Sub-Adviser or changes to a Sub-Advisory Agreement.
The Board of Directors of the 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.
17
PROPOSAL III
CHANGES TO THE FUNDAMENTAL INVESTMENT POLICY REGARDING INVESTMENT
CONCENTRATIONS WITHIN PARTICULAR INDUSTRIES
PROPOSED FOR ALL FUNDS EXCEPT
HARTFORD GLOBAL COMMUNICATIONS HLS FUND, HARTFORD GLOBAL FINANCIAL SERVICES HLS
FUND, HARTFORD GLOBAL HEALTH HLS FUND, AND HARTFORD GLOBAL TECHNOLOGY HLS 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 proposal, HL Advisors has recommended to
the respective Boards of Directors, and the respective Boards of Directors are
recommending to shareholders, that the Funds' fundamental investment policy
regarding investment concentrations within particular industries be revised. The
purpose of this proposal is to conform the fundamental investment policies of
these Funds to those of other funds advised by HL Advisors and its affiliates
(collectively, the "Hartford Fund Family") to promote administrative
convenience. NO MATERIAL CHANGE IN THE FUNDS' INVESTMENT STRATEGIES OR
APPROACHES IS EXPECTED AS A RESULT OF THE PROPOSED CHANGES TO THEIR FUNDAMENTAL
INVESTMENT POLICY. The respective Boards of Directors have determined that
this change is in the best interest of each Fund's shareholders and recommends
that shareholders approve this proposal.
Each Fund has adopted certain fundamental investment policies. A Fund's
fundamental investment policies can be changed only by shareholder vote. Under
the Investment Company Act of 1940 (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 current fundamental investment policy for the
Funds reads as follows:
Each HLS Fund (except Global Communications HLS Fund, Global Financial
Services HLS Fund, Global Health HLS Fund and Global Technology HLS
Fund) will not purchase the securities of any issuer (other than
securities issued or guaranteed by the U.S. government or any of its
agencies or instrumentalities) if, as a result, more than 25% of the
HLS Fund's total assets would be invested in the securities of
companies whose principal business activities are in the same industry.
The proposed fundamental investment policy is substantially similar to
the current policy of the Funds and is intended to standardize the fundamental
investment policies among certain Funds within the Hartford Fund Family. The
proposed change would add language regarding "loans" and "borrowers," 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. If this proposal is approved by the shareholders of a Fund, the
fundamental policy of such Fund relating to the concentration of investments
will be amended and restated as follows:
Each HLS Fund (except Global Communications HLS Fund, Global Financial
Services HLS Fund, Global Health HLS Fund and Global Technology HLS
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.
The anticipated effect of implementing this proposal is a reduction in
the compliance burdens of monitoring, and ensuring compliance with, differing
sets of fundamental investment policies within the
18
Hartford Fund Family. This fundamental investment policy amendment is not
proposed for Hartford Global Communications HLS Fund, Hartford Global Financial
Services HLS Fund, Hartford Global Health HLS Fund and Hartford Global
Technology HLS Fund because each of those Funds has a different fundamental
policy permitting concentration within certain industries.
The Boards of Directors recommend that shareholders vote for this
Proposal III. Approval by a Fund of the proposal 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. If the shareholders
of a particular Fund do not approve this proposal, the Fund's existing
fundamental investment policy will remain in effect and the Fund's Board of
Directors will determine any further appropriate steps to be taken. Approval by
the shareholders of this Proposal III will be effective regardless of the
outcome of shareholder voting in connection with Proposals I or 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 December 31, 2005.
E&Y served as independent registered public accounting firm of the Companies for
the fiscal years ended December 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 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 HL Advisors, 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 Companies
provided to HL Advisors, 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 Hartford Series Fund, Inc.'s annual financial
statements for the fiscal years ended December 31, 2003 and 2004 were $359,900
and $488,761, respectively. The aggregate fees billed by E&Y for professional
services rendered for the audit of Hartford HLS Series Fund II, Inc.'s annual
financial statements for the fiscal years ended December 31, 2003 and 2004 were
$144,000 and $200,784, 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 December 31, 2003 and 2004. Fees in the amount of $7,500 for the
fiscal years ended December 31, 2003 and 2004, respectively, were billed by E&Y
for services rendered to Hartford Series Fund, Inc. relating to accounting
consultations in connection with new accounting standards and non-routine
filings.
19
Tax Fees. The aggregate fees billed by E&Y for professional services
rendered for tax compliance, tax advice and tax planning to Hartford Series
Fund, Inc. for the fiscal years ended December 31, 2003 and 2004 were $98,300
and $78,710, respectively. The aggregate fees billed by E&Y for professional
services rendered for tax compliance, tax advice and tax planning to Hartford
HLS Series Fund II, Inc. for the fiscal years ended December 31, 2003 and 2004
were $37,800 and $33,300, respectively. No fees were billed by E&Y for such
services rendered to HL Advisors, 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 December 31, 2003 and 2004.
All Other Fees. The aggregate non-audit fees billed by E&Y for services
rendered to Hartford Series Fund, Inc., Hartford HLS Series Fund II, Inc. and to
HL Advisors, or an affiliate thereof that provides ongoing services to the
Company, for the fiscal years ended December 31, 2003 and 2004, amounted to
$210,000 and $142,500 respectively. The 2003 amount also included $105,000 for
services classified as Tax. Other than $12,500 for the fiscal year ended
December 31, 2004 related to the review of Chief Compliance Officer materials,
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 December
31, 2003 and 2004, nor were any fees billed by E&Y for such services rendered to
HL Advisors, 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 HL
Advisors, 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 and to the Companies' investment adviser and to
affiliates of the adviser that provide ongoing services to the Companies. In
accordance with this policy, the Audit Committees have given their approval for
the provision of audit services by E&Y for the fiscal year ending December 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
that have not received pre-approval must receive specific approval of 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.
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 by telephone 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, position with HL Advisors, if applicable, 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.
20
POSITION HELD TERM OF OFFICE*
WITH EACH AND LENGTH OF
NAME, AGE AND ADDRESS COMPANY TIME SERVED PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS
- -----------------------------------------------------------------------------------------------------------------------------------
DAVID M. ZNAMIEROWSKI President and President, Mr. Znamierowski currently serves as President of
(age 44) Chief Executive Hartford Series Hartford Investment Management ; Executive Vice
c/o Hartford HLS Funds Officer and Fund, Inc. - President and Chief Investment Officer for Hartford
P.O. Box 2999 Director(1) since 1999(2) Life, Inc., and Executive Vice President and Chief
Hartford, CT 06104-2999 Investment Officer for Hartford Life. Mr.
President, Znamierowski is also a Managing Member and Executive
Hartford HLS Vice President and Chief Investment Officer of
Series Fund II, HIFSCO and HL Advisors. Mr. Znamierowski is
Inc. - since Executive Vice President and Chief Investment
2001(2) Officer for The Hartford. In addition, he serves as
a Director of The Hartford Mutual Funds, Inc. and as
Chief Executive President and Chief Executive Officer of The
Officer - since Hartford Income Shares Fund, Inc., The Hartford
2005 Mutual Funds, Inc., and The Hartford Mutual Funds
II, Inc.
Director,
Hartford Series
Fund, Inc. -
since 1999
WILLIAM H. DAVISON, JR. Vice President Since 2002 Mr. Davison is a Managing Director and Director of
(age 48) the Funds Management Group of Hartford Investment
c/o Hartford HLS Funds Management. Mr. Davison is also a Senior Vice
P.O. Box 2999 President of HIFSCO and HL Advisors. In addition,
Hartford, CT 06104-2999 he serves as Vice President of The Hartford Mutual
Funds, Inc., The Hartford Mutual Funds II, Inc. and
The Hartford Income Shares Fund, Inc.
TAMARA L. FAGELY Vice President, Vice President, Ms. Fagely has been Vice President of HASCO since
(age 47) Controller, and Hartford Series 1998. Prior to 1998, she was Second Vice President
500 Bielenberg Drive Treasurer Fund, Inc. - of HASCO. Ms. Fagely is a Vice President of Hartford
Woodbury, MN since 2002 Life, where she served as Assistant Vice President from
55125 December 2001 until May 2005. In addition, she is Controller of
Vice President, HIFSCO and Vice President, Controller, and Treasurer of The
Hartford HLS Hartford Income Shares Fund, Inc., The Hartford Mutual Funds,
Series Fund II, Inc., and The Hartford Mutual Funds II, Inc.
Inc. - since
1993
MARY JANE FORTIN Vice President Since 2003 Ms. Fortin is Senior Vice President and Director of
(age 40) Mutual Funds and 529 Programs for Hartford Life.
c/o Hartford HLS Funds She also serves as Vice President of HL Advisors and
P.O. Box 2999 HIFSCO. Previously, Ms. Fortin served as Senior Vice
Hartford, CT 06104-2999 President and Chief Accounting Officer of Hartford
Life. She joined Hartford Life in 1997.
21
POSITION HELD TERM OF OFFICE*
WITH EACH AND LENGTH OF
NAME, AGE AND ADDRESS COMPANY TIME SERVED PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS
- -----------------------------------------------------------------------------------------------------------------------------------
GEORGE R. JAY Vice President Vice President, Mr. Jay serves as Assistant Vice President of
(age 53) and Chief Hartford Series Hartford Life. In addition, he serves as Controller
c/o Hartford HLS Funds Compliance Fund, Inc. - of HL Advisors. He also serves as Chief
P.O. Box 2999 Officer since 1996 Broker/Dealer Compliance Officer for HIFSCO and Vice
Hartford, CT 06104-2999 President and Chief Compliance Officer of The
Vice President, Hartford Income Shares Fund, Inc., The Hartford
Hartford HLS Mutual Funds, Inc., and The Hartford Mutual Funds
Series Fund II, II, Inc.
Inc. - since
2001
Chief Compliance
Officer - since
2004
STEPHEN T. JOYCE Vice President Hartford Series Mr. Joyce currently serves as Senior Vice President
(age 46) Fund, Inc. - and Director of the Institutional Solutions Group
c/o Hartford HLS Funds since 2000 for Hartford Life. Mr. Joyce is also Senior Vice
P.O. Box 2999 President of HL Advisors and Vice President of The
Hartford, CT 06104-2999 Hartford HLS Hartford Income Shares Fund, Inc., The Hartford
Series Fund II, Mutual Funds, Inc., and The Hartford Mutual Funds
Inc. - since 2001 II, Inc. Previously, he served as Vice President
(1997-1999) and Assistant Vice President (1994-1997)
of Hartford Life.
DAVID N. LEVENSON Vice President Hartford Series Mr. Levenson serves as Senior Vice President of
(age 38) Fund, Inc. - Hartford Life Insurance Company's Retail Product
c/o Hartford HLS Funds since 2000 Management Group and is responsible for all retail
P.O. Box 2999 product management and profitability. Mr. Levenson
Hartford, CT 06104-2999 Hartford HLS is also a Senior Vice President of HIFSCO. In
Series Fund II, addition, he serves as Vice President of The
Inc. - 2001 Hartford Income Shares Fund, Inc., The Hartford
Mutual Funds, Inc., and The Hartford Mutual Funds
II, Inc. Mr. Levenson joined The Hartford in 1995.
EDWARD P. MACDONALD Vice President Since 2005 Mr. Macdonald serves as Assistant General Counsel of
(age 37) and Secretary The Hartford. Additionally, Mr. Macdonald serves as
c/o Hartford HLS Funds Vice President and Secretary for The Hartford Income
P.O. Box 2999 Shares Fund, Inc., The Hartford Mutual Funds, Inc.,
Hartford, CT 06104-2999 and The Hartford Mutual Funds 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 2003, she
c/o Hartford HLS Funds has served as Director of Hartford Life. Previously,
P.O. Box 2999 Ms. Settimi was with American Express Financial
Hartford, CT 06104-2999 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.,
The Hartford Mutual Funds, Inc., and The Hartford Mutual
Funds II, Inc.
22
POSITION HELD TERM OF OFFICE*
WITH EACH AND LENGTH OF
NAME, AGE AND ADDRESS COMPANY TIME SERVED PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS
- -----------------------------------------------------------------------------------------------------------------------------------
JOHN C. WALTERS Vice President Hartford Series Mr. Walters serves as Executive Vice President and
(age 43) Fund, Inc. - Director of the Investment Products Division of
c/o Hartford HLS Funds since 2000(2) Hartford Life, Mr. Walters is also a Managing Member
P.O. Box 2999 and Executive Vice President of HIFSCO and HL
Hartford, CT 06104-2999 Hartford HLS Advisors. In addition, he is Vice President of The
Series Fund II, Hartford Income Shares Fund, Inc., The Hartford
Inc. - since Mutual Funds, Inc., and The Hartford Mutual Funds
2001(2) 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 Hartford Series Fund, 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
23
[TO BE COMPLETED]
ATTACHMENT A
FUND SHARES OUTSTANDING AS OF THE RECORD DATE
SHARES OUTSTANDING ON
FUND CLASS RECORD DATE
---- ----- ------------
A-1
ATTACHMENT B
BENEFICIAL OWNERSHIP OF FUND SHARES
As of May 31, 2005, Fortis Benefits Insurance Company ("Fortis
Benefits"), 2323 Grand Boulevard, Kansas City, Missouri 64108 (or its
affiliates) was the sole shareholder of record of the following Funds (such
shares are held for the benefit of contract holders and policy owners):
Hartford Blue Chip Stock HLS Fund
Hartford Capital Opportunities Fund
Hartford International Stock HLS Fund
As of May 31, 2005, Fortis Benefits, 2323 Grand Boulevard, Kansas City,
Missouri 64108 (or its affiliates) owned 5% or more of the outstanding shares in
the following Funds (such shares are held for the benefit of contract holders
and policy owners):
AMOUNT AND NATURE OF
FUND BENEFICIAL OWNERSHIP PERCENTAGE OF OWNERSHIP
---- -------------------- -----------------------
CLASS IA CLASS IB CLASS IA CLASS IB
-------- -------- -------- --------
Hartford Disciplined Equity HLS Fund 13,897,587 -- 21% --
Hartford Global Leaders HLS Fund 13,637,851 -- 25% --
Hartford Growth Opportunities HLS Fund 21,886,977 -- 71% --
Hartford High Yield HLS Fund 3,895,735 -- 8% --
Hartford Index HLS Fund 6,860,393 -- 12% --
Hartford LargeCap Growth HLS Fund 5,803,737 -- 75% --
Hartford MidCap Stock HLS Fund 4,497,120 -- 99% --
Hartford SmallCap Growth HLS Fund 11,599,783 -- 39% --
Hartford SmallCap Value HLS Fund 6,122,574 -- 93% --
Hartford U.S. Government Securities HLS Fund 9,890,492 -- 22% --
Hartford Value Opportunities HLS Fund 6,430,530 -- 36% --
As of May 31, 2005, Hartford Life Insurance Company, 200 Hopmeadow
Street, Simsbury, CT 06089 (or its affiliates) owned 5% or more of the
outstanding shares in the following Funds (such shares are held for the benefit
of contract holders and policy owners):
AMOUNT AND NATURE OF
FUND BENEFICIAL OWNERSHIP PERCENTAGE OF OWNERSHIP
---- --------------------- ------------------------
CLASS IA CLASS IB CLASS IA CLASS IB
-------- -------- -------- --------
Hartford Advisers HLS Fund 358,367,802 59,511,180 93% 99%
Hartford Capital Appreciation HLS Fund 190,000,604 45,689,845 97% 95%
Hartford Disciplined Equity HLS Fund 53,274,161 26,516,050 79% 100%
Hartford Dividend and Growth HLS Fund 227,529,941 70,923,430 98% 100%
Hartford Equity Income HLS Fund 14,748,004 6,282,480 100% 100%
Hartford Focus HLS Fund 4,556,413 3,733,665 100% 100%
Hartford Global Advisers HLS Fund 28,167,149 6,100,479 100% 100%
Hartford Global Communications HLS Fund 1,742,621 1,285,671 100% 100%
Hartford Global Financial Services HLS Fund 1,863,839 1,685,363 100% 100%
Hartford Global Health HLS Fund 16,158,931 7,078,570 94% 100%
Hartford Global Leaders HLS Fund 38,287,367 16,032,981 70% 100%
Hartford Global Technology HLS Fund 17,133,726 8,162,060 87% 93%
Hartford Growth HLS Fund 24,082,556 16,349,053 99% 100%
Hartford Growth Opportunities HLS Fund 8,768,067 4,852,644 29% 100%
Hartford High Yield HLS Fund 42,796,067 29,347,328 88% 100%
B-1
AMOUNT AND NATURE OF
FUND BENEFICIAL OWNERSHIP PERCENTAGE OF OWNERSHIP
---- -------------------- -----------------------
CLASS IA CLASS IB CLASS IA CLASS IB
-------- -------- -------- --------
Hartford Index HLS Fund 50,555,447 8,150,831 88% 100%
Hartford International Capital Appreciation HLS Fund 24,586,922 18,493,502 98% 99%
Hartford International Opportunities HLS Fund 84,457,589 22,428,147 93% 100%
Hartford International Small Company HLS Fund 8,141,998 4,930,183 93% 100%
Hartford LargeCap Growth HLS Fund 1,907,641 -- 25% --
Hartford MidCap HLS Fund 57,944,712 5,971,655 76% 79%
Hartford MidCap Value HLS Fund 51,283,233 27,691,444 100% 100%
Hartford Money Market HLS Fund 1,249,146,718 259,598,685 93% 100%
Hartford Mortgage Securities HLS Fund 41,683,839 15,016,550 100% 100%
Hartford Small Company HLS Fund 46,228,985 12,290,229 87% 99%
Hartford SmallCap Growth HLS Fund 14,600,885 11,722,213 49% 100%
Hartford SmallCap Value HLS Fund 415,863 -- 6% --
Hartford Stock HLS Fund 103,876,407 16,045,735 90% 99%
Hartford Total Return Bond HLS Fund 198,241,802 88,982,252 94% 100%
Hartford Value HLS Fund 16,172,090 11,550,979 100% 100%
Hartford U.S. Government Securities HLS Fund 35,380,855 28,759,294 78% 100%
Hartford Value Opportunities HLS Fund 11,557,214 7,254,778 64% 100%
An employee retirement plan sponsored by The Hartford Financial
Services Group, Inc. Hartford Plaza, Hartford, CT 06115 or its affiliates owned,
as of May 31, 2005, shares of a number of Hartford HLS Funds:
AMOUNT AND NATURE OF
FUND BENEFICIAL OWNERSHIP PERCENTAGE OF OWNERSHIP
---- -------------------- -----------------------
CLASS IA CLASS IB CLASS IA CLASS IB
-------- -------- -------- --------
Hartford Global Health HLS Fund 941,408 -- 6% --
Hartford Global Technology HLS Fund 2,560,013 -- 13% --
Hartford MidCap HLS Fund 4,098,940 -- 5% --
Hartford Small Company HLS Fund 3,829,423 -- 7% --
Certain employee retirement plans of the State of California, P.O. Box 182029,
Columbus, OH 43218-2029 as of May 31, 2005, owned an aggregate of 8% of the
outstanding Class IA shares of Hartford Stock HLS Fund. (Shares - 8,717,199)
Certain employee retirement plans of Wachovia Bank National Association and
Wachovia Savings Plan, 525 W. WT Harris Blvd., Charlotte, NC 28288-0001 as of
May 31, 2005, owned an aggregate of 15% of the outstanding Class IA shares of
Hartford MidCap HLS Fund. (Shares - 11,483,045)
Certain employee retirement plans of American Express Trust Company, 50534 AXP
Financial Ctr., Minneapolis, MN 55474-0505 as of May 31, 2005, owned an
aggregate of 7% of the outstanding Class IB shares of Hartford MidCap HLS Fund.
(Shares - 527,145)
Certain employee retirement plans of Investors Bank and Trust Company, 4
Manhattanville Road MD 2-41, Purchase, NY 10577-2139 as of May 31, 2005, owned
an aggregate of 6% of the outstanding Class IB shares of Hartford MidCap HLS
Fund. (Shares - 460,387)
Certain employee retirement plans of Mercer Trust Company, 1 Investors Way,
Norwood, MA 02062-1599 as of May 31, 2005, owned an aggregate of 6% of the
outstanding Class IB shares of Hartford MidCap HLS Fund. (Shares - 477,679)
Certain employee retirement plans of O'Melveny & Meyers LLP, 400 South Hope
Street, Los Angeles, CA 90071-2899 as of May 31, 2005, owned an aggregate of 6%
of the outstanding Class IB shares of Hartford Global Technology HLS Fund.
(Shares - 569,038)
B-2
Certain employee retirement plans of State Street Bank, 275 Washington Street,
Newton, MA 02458-1646 as of May 3 1, 2005, owned an aggregate of 5% of the
outstanding Class IA shares of Hartford Small Company HLS Fund. (Shares -
2,573,946)
Mercer Trust Company is the only shareholder of Hartford SmallCap Value
HLS Fund owning more than 5% of the outstanding Class IB shares of the Fund.
Mercer Trust Company owned 100% of the Class IB shares of Hartford SmallCap
Value HLS Fund as of May 31, 2005.
B-3
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
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 who 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 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.
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.
PROXY PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PROXY FOR A JOINT SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON SEPTEMBER 7, 2005
[INVESTMENT COMPANY NAME HERE]
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 Joint Special Meeting of Shareholders to be held of the offices of HL
Investment Advisors, 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 side 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.
VOTE VIA THE INTERNET: HTTPS://VOTE.PROXY-DIRECT.COM
VOTE VIA THE TELEPHONE: 1-866-235-4258
----------------------------------------------------
999 9999 9999 999
----------------------------------------------------
Please sign exactly as name appears to the left. When
signing 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(s)
, 2005
----------------------------------------------
Date HLS_15110
PLEASE VOTE, SIGN, DATE AND PROMPTLY RETURN YOUR VOTING INSTRUCTIONS IN THE ENCLOSED ENVELOPE.
THIS PROXY WILL BE VOTED AS INSTRUCTED ON THE MATTER SET FORTH BELOW. IT IS UNDERSTOOD THAT IF THIS CARD IS PROPERLY EXECUTED, BUT
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. SHAREHOLDERS WISHING TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATION
NEED ONLY SIGN AND DATE THIS PROXY CARD AND RETURN IN THE ENVELOPE PROVIDED.
VOTING OPTIONS
- ---------------------------------------- ---------------------------------------- ----------------------------------------
[PICTURE COMPUTER] [PICTURE TELEPHONE] [PICTURE MAIL]
VOTE ON THE INTERNET VOTE BY PHONE VOTE BY MAIL
LOG ON TO: CALL 1-866-235-4258 VOTE, SIGN AND DATE THIS VOTING
HTTPS://VOTE.PROXY-DIRECT.COM FOLLOW THE RECORDED INSTRUCTION AND RETURN IN THE
FOLLOW THE ON-SCREEN INSTRUCTIONS INSTRUCTIONS POSTAGE-PAID ENVELOPE.
AVAILABLE 24 HOURS. AVAILABLE 24 HOURS.
- ---------------------------------------- ---------------------------------------- ----------------------------------------
PORTFOLIO PORTFOLIO PORTFOLIO
--------- --------- ---------
Fundname Drop-In 1 Fundname Drop-In 2 Fundname Drop-In 3
Fundname Drop-In 4 Fundname Drop-In 5 Fundname Drop-In 6
Fundname Drop-In 7 Fundname Drop-In 8 Fundname Drop-In 9
Fundname Drop-In 10 Fundname Drop-In 11 Fundname Drop-In 12
PLEASE MARK BOXES BELOW IN BLUE OR BLACK INK AS FOLLOWS. EXAMPLE: []
- ----------------------------------------------------------------------------
To vote FOR ALL Proposals mark this box. No other vote is necessary. [ ]
- ----------------------------------------------------------------------------
1. TO ELECT THE FOLLOWING NOMINEES:
FOR ALL WITHHOLD ALL FOR ALL EXCEPT
01 Lynn 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(S')
NUMBER(S) ON THE LINE BELOW.
- ----------------------------------------------------------------------------
2. PROPOSAL TO PERMIT THE FUND'S INVESTMENT ADVISER TO SELECT AND CONTRACT WITH SUB-ADVISERS WITHOUT OBTAINING SHAREHOLDER
APPROVAL. (FOR SHAREHOLDERS OF SERIES OF HARTFORD SERIES FUND, INC. ONLY)
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
Fundname Drop-In 1 [ ] [ ] [ ] Fundname Drop-In 2 [ ] [ ] [ ] Fundname Drop-In 3 [ ] [ ] [ ]
Fundname Drop-In 4 [ ] [ ] [ ] Fundname Drop-In 5 [ ] [ ] [ ] Fundname Drop-In 6 [ ] [ ] [ ]
Fundname Drop-In 7 [ ] [ ] [ ] Fundname Drop-In 8 [ ] [ ] [ ] Fundname Drop-In 9 [ ] [ ] [ ]
Fundname Drop-In 10 [ ] [ ] [ ] Fundname Drop-In 11 [ ] [ ] [ ] Fundname Drop-In 12 [ ] [ ] [ ]
3. PROPOSAL TO REVISE THE FUNDAMENTAL POLICY OF THE FUNDS REGARDING INVESTMENT CONCENTRATIONS WITHIN PARTICULAR INDUSTRIES. (EXCEPT
FOR SHAREHOLDERS OF HARTFORD GLOBAL COMMUNICATIONS HLS FUND, HARTFORD GLOBAL FINANCIAL SERVICES HLS FUND, HARTFORD GLOBAL HEALTH
HLS FUND, AND HARTFORD GLOBAL TECHNOLOGY HLS FUND)
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
Fundname Drop-In 1 [ ] [ ] [ ] Fundname Drop-In 2 [ ] [ ] [ ] Fundname Drop-In 3 [ ] [ ] [ ]
Fundname Drop-In 4 [ ] [ ] [ ] Fundname Drop-In 5 [ ] [ ] [ ] Fundname Drop-In 6 [ ] [ ] [ ]
Fundname Drop-In 7 [ ] [ ] [ ] Fundname Drop-In 8 [ ] [ ] [ ] Fundname Drop-In 9 [ ] [ ] [ ]
Fundname Drop-In 10 [ ] [ ] [ ] Fundname Drop-In 11 [ ] [ ] [ ] Fundname Drop-In 12 [ ] [ ] [ ]
PLEASE VOTE, SIGN, DATE AND PROMPTLY RETURN YOUR VOTING INSTRUCTIONS IN THE ENCLOSED ENVELOPE.
VOTING INSTRUCTIONS [INVESTMENT COMPANY NAME HERE] VOTING INSTRUCTIONS
VOTING INSTRUCTIONS FOR A JOINT SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 7, 2005
THESE VOTING INSTRUCTIONS ARE SOLICITED ON BEHALF OF THE INSURANCE COMPANY LISTED BELOW
[INSURANCE NAME DROP IN]
The undersigned is the owner of a variable annuity or variable insurance contact issued by the above-referenced Insurance Company.
(The issuer of such contract being referred to herein as the "Issuer.") The undersigned hereby instructs the Issuer to represent and
vote, as designated herein, the number of shares of the series named above (the "Fund") represented by the number of votes
attributable to the undersigned's variable annuity contract or variable insurance contract as of June 21, 2005 at a Joint Special
Meeting of Shareholders to be held at the offices of HL Investment Advisors, 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 side
as set forth in the Notice of Joint Special Meeting of Shareholders and Proxy Statement.
All previous voting instructions with respect to the meeting are hereby revoked. Receipt of the Notice of Joint Special Meeting of
Shareholders and Proxy Statement is acknowledged by your execution of these voting instructions.
In its discretion, the Issuer is authorized to vote upon such other business as may properly come before the meeting and any
adjournments or postponements of the meeting unless otherwise prohibited by the undersigned. Contract and policy owners wishing to
vote in accordance with the Board of Directors' recommendation need only sign and date this voting instruction form and return it in
the envelope provided.
VOTE VIA THE INTERNET: HTTPS://VOTE.PROXY-DIRECT.COM
VOTE VIA THE TELEPHONE: 1-866-235-4258
------------------------------------------------------
999 9999 9999 999
------------------------------------------------------
Please sign exactly as name appears to the left. When
signing 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(s)
, 2005
----------------------------------------------
Date HLS_15110
PLEASE VOTE, SIGN, DATE AND PROMPTLY RETURN YOUR VOTING INSTRUCTIONS IN THE ENCLOSED ENVELOPE.
THESE VOTING INSTRUCTIONS WILL BE VOTED AS INSTRUCTED ON THE MATTER SET FORTH BELOW. IT IS UNDERSTOOD THAT IF THIS CARD IS PROPERLY
EXECUTED, BUT NO CHOICE IS SPECIFIED, THESE VOTING INSTRUCTIONS WILL BE VOTED "FOR" SUCH MATTER. UPON ALL OTHER MATTERS, ISSUER
SHALL VOTE ACCORDING TO ITS BEST JUDGEMENT.
VOTES OF CONTRACT AND POLICY OWNERS FOR WHICH NO VOTING INSTRUCTIONS ARE RECEIVED WILL BE VOTED IN THE SAME PROPORTION AS THE VOTES
OF CONTRACT AND POLICY OWNERS FOR WHICH VOTING INSTRUCTIONS ARE RECEIVED.
VOTING OPTIONS
READ YOUR PROXY STATEMENT AND HAVE IT AT HAND WHEN VOTING.
- ---------------------------------------- ---------------------------------------- ----------------------------------------
[PICTURE COMPUTER] [PICTURE TELEPHONE] [PICTURE MAIL]
VOTE ON THE INTERNET VOTE BY PHONE VOTE BY MAIL
LOG ON TO: CALL 1-866-235-4258 VOTE, SIGN AND DATE THIS VOTING
HTTPS://VOTE.PROXY-DIRECT.COM FOLLOW THE RECORDED INSTRUCTION AND RETURN IN THE
FOLLOW THE ON-SCREEN INSTRUCTIONS INSTRUCTIONS POSTAGE-PAID ENVELOPE.
AVAILABLE 24 HOURS. AVAILABLE 24 HOURS.
- ---------------------------------------- ---------------------------------------- ----------------------------------------
PORTFOLIO PORTFOLIO PORTFOLIO
- --------- --------- ---------
Fundname Drop-In 1 Fundname Drop-In 2 Fundname Drop-In 3
Fundname Drop-In 4 Fundname Drop-In 5 Fundname Drop-In 6
Fundname Drop-In 7 Fundname Drop-In 8 Fundname Drop-In 9
Fundname Drop-In 10 Fundname Drop-In 11 Fundname Drop-In 12
PLEASE MARK BOXES BELOW IN BLUE OR BLACK INK AS FOLLOWS. EXAMPLE: [ ]
- ------------------------------------------------------------------------
To vote FOR ALL Proposals mark this box. No other vote is necessary. [ ]
- ------------------------------------------------------------------------
1. TO ELECT THE FOLLOWING NOMINEES:
FOR ALL WITHHOLD ALL FOR ALL EXCEPT
01 Lynn 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(S') NUMBER(S) ON THE LINE BELOW.
- --------------------------------------------------------------------
2. PROPOSAL TO PERMIT THE FUND'S INVESTMENT ADVISER TO SELECT AND CONTRACT WITH SUB-ADVISERS WITHOUT OBTAINING
A SHAREHOLDER APPROVAL. (FOR CONTRACT AND POLICY OWNERS WHOSE CONTRACTS RELATE TO SERIES OF HARTFORD SERIES FUND, INC. ONLY)
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
ABSTAIN
Fundname Drop-In 1 [ ] [ ] [ ] Fundname Drop-In 2 [ ] [ ] [ ] Fundname Drop-In 3 [ ] [ ] [ ]
Fundname Drop-In 4 [ ] [ ] [ ] Fundname Drop-In 5 [ ] [ ] [ ] Fundname Drop-In 6 [ ] [ ] [ ]
Fundname Drop-In 7 [ ] [ ] [ ] Fundname Drop-In 8 [ ] [ ] [ ] Fundname Drop-In 9 [ ] [ ] [ ]
Fundname Drop-In 10 [ ] [ ] [ ] Fundname Drop-In 11 [ ] [ ] [ ] Fundname Drop-In 12 [ ] [ ] [ ]
3.
PROPOSAL TO REVISE THE FUNDAMENTAL POLICY OF THE FUNDS REGARDING INVESTMENT CONCENTRATIONS WITHIN PARTICULAR INDUSTRIES. (EXCEPT
FOR FOR CONTRACT AND POLICY OWNERS WHOSE CONTRACTS RELATE TO HARTFORD GLOBAL COMMUNICATIONS HLS FUND, HARTFORD GLOBAL FINANCIAL
SERVICES HLS FUND, HARTFORD GLOBAL HEALTH HLS FUND, AND HARTFORD GLOBAL TECHNOLOGY HLS FUND)
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
Fundname Drop-In 1 [ ] [ ] [ ] Fundname Drop-In 2 [ ] [ ] [ ] Fundname Drop-In 3 [ ] [ ] [ ]
Fundname Drop-In 4 [ ] [ ] [ ] Fundname Drop-In 5 [ ] [ ] [ ] Fundname Drop-In 6 [ ] [ ] [ ]
Fundname Drop-In 7 [ ] [ ] [ ] Fundname Drop-In 8 [ ] [ ] [ ] Fundname Drop-In 9 [ ] [ ] [ ]
Fundname Drop-In 10 [ ] [ ] [ ] Fundname Drop-In 11 [ ] [ ] [ ] Fundname Drop-In 12 [ ] [ ] [ ]
PLEASE VOTE, SIGN, DATE AND PROMPTLY RETURN YOUR VOTING INSTRUCTIONS IN THE ENCLOSED ENVELOPE.