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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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:
[ ] Preliminary Proxy Statement
[ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY
RULE 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-12
The Hartford Mutual Funds, Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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5) Total fee paid:
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[ ] Fee paid previously with 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:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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PERSONS WHO POTENTIALLY ARE TO RESPOND TO THE COLLECTION OF INFORMATION
CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A
CURRENTLY VALID OMB CONTROL NUMBER.
SEC 1913 (02-02)
THE HARTFORD MUTUAL FUNDS, INC.,
ON BEHALF OF THE FOLLOWING SERIES,
THE HARTFORD ADVISERS FUND
THE HARTFORD AGGRESSIVE GROWTH ALLOCATION FUND
THE HARTFORD BALANCED ALLOCATION FUND
THE HARTFORD CAPITAL APPRECIATION FUND
THE HARTFORD CAPITAL APPRECIATION II FUND
THE HARTFORD CONSERVATIVE ALLOCATION FUND
THE HARTFORD DISCIPLINED EQUITY FUND
THE HARTFORD DIVIDEND AND GROWTH FUND
THE HARTFORD EQUITY INCOME FUND
THE HARTFORD FLOATING RATE FUND
THE HARTFORD FOCUS FUND
THE HARTFORD GLOBAL COMMUNICATIONS FUND
THE HARTFORD GLOBAL FINANCIAL SERVICES FUND
THE HARTFORD GLOBAL HEALTH FUND
THE HARTFORD GLOBAL LEADERS FUND
THE HARTFORD GLOBAL TECHNOLOGY FUND
THE HARTFORD GROWTH ALLOCATION FUND
THE HARTFORD HIGH YIELD FUND
THE HARTFORD INCOME FUND
THE HARTFORD INCOME ALLOCATION FUND
THE HARTFORD INFLATION PLUS FUND
THE HARTFORD INTERNATIONAL CAPITAL APPRECIATION FUND
THE HARTFORD INTERNATIONAL OPPORTUNITIES FUND
THE HARTFORD INTERNATIONAL SMALL COMPANY FUND
THE HARTFORD MIDCAP FUND
THE HARTFORD MIDCAP VALUE FUND
THE HARTFORD MONEY MARKET FUND
THE HARTFORD SELECT MIDCAP GROWTH FUND
THE HARTFORD SELECT MIDCAP VALUE FUND
THE HARTFORD SHORT DURATION FUND
THE HARTFORD SMALL COMPANY FUND
THE HARTFORD STOCK FUND
THE HARTFORD TAX-FREE CALIFORNIA FUND
THE HARTFORD TAX-FREE NEW YORK FUND
THE HARTFORD TOTAL RETURN BOND FUND
THE HARTFORD VALUE FUND
THE HARTFORD MUTUAL FUNDS II, INC.,
ON BEHALF OF THE FOLLOWING SERIES,
THE HARTFORD GROWTH FUND
THE HARTFORD GROWTH OPPORTUNITIES FUND
THE HARTFORD SMALLCAP GROWTH FUND
THE HARTFORD TAX-FREE MINNESOTA FUND
THE HARTFORD TAX-FREE NATIONAL FUND
THE HARTFORD U.S. GOVERNMENT SECURITIES FUND
THE HARTFORD VALUE OPPORTUNITIES FUND
Dear Shareholders:
You are cordially invited to attend the Joint Special Meeting of
Shareholders (the "Meeting") of the Hartford Funds listed above (the "Funds").
The Meeting will take place on September 7, 2005, at 8:30 a.m., Eastern Time, at
the offices of Hartford Investment Financial Services, LLC, 200 Hopmeadow
Street, Simsbury, Connecticut 06089.
At the Meeting, shareholders will be asked to vote on the matters listed in
the attached Notice of Joint Special Meeting of Shareholders. As explained in
the enclosed Proxy Statement, the purpose of the Meeting is (i) to elect members
of the Boards of Directors of The Hartford Mutual Funds, Inc. and The Hartford
Mutual Funds II, Inc. (each, a "Company," and together, the "Companies"); (ii)
for certain Funds to approve a proposal to permit the investment adviser to the
Funds to select and contract with investment sub-advisers that are not
affiliated with Hartford Investment Financial Services, LLC or the Funds (other
than by reason of serving as a sub-adviser to one or more of the Funds) without
obtaining shareholder approval; (iii) for certain Funds to approve proposals to
combine, eliminate or revise certain fundamental investment policies; and (iv)
to transact such other business as may properly come before the Meeting, or any
adjournment(s) or postponement(s) of the Meeting.
We request that you complete the enclosed proxy card(s) for the upcoming
Meeting. If you have more than one account registered in your name, a separate
proxy card for each account is enclosed. Please vote and return each proxy card
that you received. Each Company's Board of Directors has reviewed and
unanimously approved these proposals and recommends that you vote "FOR" each
proposal. The enclosed Proxy Statement provides more information on these
proposals. Please read it carefully and return your completed proxy card(s) in
the enclosed, addressed, postage-paid envelope, or take advantage of the
telephonic or Internet voting procedures described in the Proxy Statement. Your
vote is important. If we do not hear from you after a reasonable amount of time,
you may receive a telephone call from a representative of The Hartford Financial
Services Group, Inc. or from our proxy solicitor, Georgeson Shareholder
Communications, Inc., reminding you to vote your shares.
Very truly yours,
/s/ David M. Znamierowski
David M. Znamierowski
President and Chief Executive Officer
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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 The
Hartford Mutual Funds, Inc. and The Hartford Mutual Funds II, Inc. (each, a
"Company," and together, the "Companies"). Second, shareholders of certain Funds
are being asked to approve a proposal to permit the Funds' investment adviser to
select and contract with investment sub-advisers that are not affiliated with
Hartford Investment Financial Services, LLC or the Funds (other than by reason
of serving as a sub-adviser to one or more Funds) ("Sub-Advisers") without
obtaining shareholder approval. Third, shareholders of certain Funds are being
asked to approve proposals to combine, eliminate or revise certain fundamental
investment policies.
Q. WHO IS BEING NOMINATED TO SERVE AS A DIRECTOR?
A. There are nine nominees for both Companies, eight of whom currently make up
the Board of Directors of The Hartford Mutual Funds, Inc., six of whom currently
make up the Board of Directors of The Hartford Mutual Funds II, Inc., and one of
whom, William P. Johnston, does not currently serve as a director on either
Board. 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 BEING ASKED TO APPROVE A PROPOSAL TO PERMIT THE FUNDS'
INVESTMENT ADVISER TO SELECT AND CONTRACT WITH SUB-ADVISERS WITHOUT SHAREHOLDER
APPROVAL?
A. Certain of the Funds are structured so that each Fund has an investment
adviser and an investment Sub-Adviser. For these Funds, the investment adviser
supervises the activities of the investment Sub-Adviser, which in turn performs
the day-to-day investment management of the Funds. Currently, for all of the
Funds except The Hartford Capital Appreciation II Fund, The Hartford Floating
Rate Fund, The Hartford Select MidCap Growth Fund, and The Hartford Select
MidCap Value Fund, in order to hire a Sub-Adviser it is necessary to obtain
shareholder approval, and thus to incur the expense of a shareholder meeting.
Hartford HLS Series Fund II, Inc. 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 Investment Advisors, LLC ("HL Advisors"),
or affiliates of HL Advisors, to hire or terminate 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 of the directors of the appropriate Fund. The
shareholders of each series of Hartford HLS Series Fund II, Inc. and the
shareholders of The Hartford Capital Appreciation II Fund, The Hartford Floating
Rate Fund, The Hartford Select MidCap Growth Fund, and The Hartford Select
MidCap Value Fund have previously approved the implementation of the order. In
order to afford the flexibility provided by the order to certain of the other
series of The Hartford Mutual Funds, Inc. and The Hartford Mutual Funds II,
Inc., management is seeking shareholders' approval of such an arrangement for
certain of the Funds. The Funds benefit from this order by being able to act
more quickly and with less expense when the need arises to replace or hire an
investment Sub-Adviser. Shareholder approval of this arrangement is not being
sought for certain of the Funds because those Funds do not employ Sub-Advisers.
Q. WHY ARE WE PROPOSING TO CHANGE CERTAIN OF THE FUNDS' FUNDAMENTAL INVESTMENT
POLICIES?
A. As described in more detail in the accompanying Proxy Statement, many of the
existing fundamental investment policies that we propose to change were adopted
in response to regulatory, business, or industry requirements or conditions that
are no longer relevant or applicable. In addition, small variations in the
wording of similar restrictions among all the funds advised by the affiliates of
The Hartford Financial Services Group, Inc. ("The Hartford") (collectively, the
"Hartford Fund Complex") makes the task of ensuring compliance with each
restriction difficult and expensive. We are proposing to remove certain policies
and bring those that remain in line, wherever possible, with other fundamental
investment policies in place, or expected to be in place, for other funds within
the Hartford Fund Complex. This proposal would provide the Funds with additional
flexibility in pursuit of their investment objectives.
Q. DO WE EXPECT THE FUNDS' INVESTMENT APPROACHES TO CHANGE AS RESULT OF ANY OF
THESE PROPOSALS?
A. These changes are being proposed to help streamline the compliance and
regulatory processes, and are not expected to result in any material changes in
the investment strategies or practices of the Funds.
Q. HAVE THE BOARDS OF DIRECTORS APPROVED THESE PROPOSALS?
A. Yes. Your Fund's Board of Directors has reviewed and unanimously approved
each of the proposals on which you are being asked to vote. Your Board
recommends that you vote in favor of each proposal.
Q. WHY ARE MULTIPLE CARDS ENCLOSED?
A. If you own shares through more than one account, you may receive multiple
proxy cards.
Q. WHEN SHOULD I VOTE?
A. Please vote as soon as possible. Representatives of The Hartford or
Georgeson Shareholder Communications, Inc., a firm authorized by The Hartford,
may be contacting you to urge you to vote on these important matters.
Q. HOW DO I VOTE?
A. Shareholders of record can vote proxies by (i) mailing their signed proxy
cards; (ii) calling a toll-free telephone number; or (iii) using the Internet.
The telephone and Internet voting procedures are designed to authenticate
shareholders' identities, to allow shareholders to give their voting
instructions, and to confirm that shareholders' instructions have been properly
recorded. Instructions for shareholders of record who wish to use the telephone
or Internet voting procedures are set forth on the enclosed proxy card(s).
Q. WHOM SHOULD I CALL FOR ADDITIONAL INFORMATION ABOUT THIS PROXY STATEMENT?
A. Please call Georgeson Shareholder Communications, Inc., your Fund's
information agent, toll-free at 888-999-3559.
THE HARTFORD MUTUAL FUNDS, INC.,
ON BEHALF OF THE FOLLOWING SERIES,
THE HARTFORD ADVISERS FUND
THE HARTFORD AGGRESSIVE GROWTH ALLOCATION FUND
THE HARTFORD BALANCED ALLOCATION FUND
THE HARTFORD CAPITAL APPRECIATION FUND
THE HARTFORD CAPITAL APPRECIATION II FUND
THE HARTFORD CONSERVATIVE ALLOCATION FUND
THE HARTFORD DISCIPLINED EQUITY FUND
THE HARTFORD DIVIDEND AND GROWTH FUND
THE HARTFORD EQUITY INCOME FUND
THE HARTFORD FLOATING RATE FUND
THE HARTFORD FOCUS FUND
THE HARTFORD GLOBAL COMMUNICATIONS FUND
THE HARTFORD GLOBAL FINANCIAL SERVICES FUND
THE HARTFORD GLOBAL HEALTH FUND
THE HARTFORD GLOBAL LEADERS FUND
THE HARTFORD GLOBAL TECHNOLOGY FUND
THE HARTFORD GROWTH ALLOCATION FUND
THE HARTFORD HIGH YIELD FUND
THE HARTFORD INCOME FUND
THE HARTFORD INCOME ALLOCATION FUND
THE HARTFORD INFLATION PLUS FUND
THE HARTFORD INTERNATIONAL CAPITAL APPRECIATION FUND
THE HARTFORD INTERNATIONAL OPPORTUNITIES FUND
THE HARTFORD INTERNATIONAL SMALL COMPANY FUND
THE HARTFORD MIDCAP FUND
THE HARTFORD MIDCAP VALUE FUND
THE HARTFORD MONEY MARKET FUND
THE HARTFORD SELECT MIDCAP GROWTH FUND
THE HARTFORD SELECT MIDCAP VALUE FUND
THE HARTFORD SHORT DURATION FUND
THE HARTFORD SMALL COMPANY FUND
THE HARTFORD STOCK FUND
THE HARTFORD TAX-FREE CALIFORNIA FUND
THE HARTFORD TAX-FREE NEW YORK FUND
THE HARTFORD TOTAL RETURN BOND FUND
THE HARTFORD VALUE FUND
THE HARTFORD MUTUAL FUNDS II, INC.,
ON BEHALF OF THE FOLLOWING SERIES,
THE HARTFORD GROWTH FUND
THE HARTFORD GROWTH OPPORTUNITIES FUND
THE HARTFORD SMALLCAP GROWTH FUND
THE HARTFORD TAX-FREE MINNESOTA FUND
THE HARTFORD TAX-FREE NATIONAL FUND
THE HARTFORD U.S. GOVERNMENT SECURITIES FUND
THE HARTFORD VALUE OPPORTUNITIES FUND
NOTICE OF JOINT SPECIAL MEETING OF SHAREHOLDERS
A Joint Special Meeting of Shareholders (the "Meeting") of the series of
The Hartford Mutual Funds, Inc. and The Hartford Mutual Funds II, Inc. (each, a
"Company," and together, the "Companies") listed above (each such series, a
"Fund," and together, the "Funds") will take place on September 7, 2005, at 8:30
a.m., Eastern Time, at the offices of Hartford Investment Financial Services,
LLC, 200 Hopmeadow Street, Simsbury, Connecticut 06089, for the following
purposes:
1. For each Company, to elect a Board of Directors.
2. For each Fund, except The Hartford Aggressive Growth Allocation
Fund, The Hartford Balanced Allocation Fund, The Hartford Capital
Appreciation II Fund, The Hartford Conservative Allocation Fund, The
Hartford Floating Rate Fund, The Hartford Growth Allocation Fund, The
Hartford Income Allocation Fund, The Hartford Select MidCap Growth Fund,
and The Hartford Select MidCap Value Fund, to approve a proposal to permit
its investment adviser to select and contract with investment sub-advisers
that are not affiliated with Hartford Investment Financial Services, LLC or
the Funds (other than by reason of serving as a sub-adviser to one or more
of the Funds) without obtaining shareholder approval.
3. For all Funds, except The Hartford Capital Appreciation II Fund,
The Hartford Floating Rate Fund, The Hartford Select MidCap Growth Fund,
The Hartford Select MidCap Value Fund, The Hartford Global Communications
Fund, and The Hartford Global Financial Services Fund, each a separate
series of The Hartford Mutual Funds, Inc., to approve proposals to combine,
eliminate or revise certain fundamental investment policies of the Funds.
4. To transact such other business as may properly come before the
Meeting.
The Board of Directors of each Company unanimously recommends approval of
each item listed in this Notice, as applicable. Shareholders of record on June
21, 2005 are entitled to notice of and to vote at the Meeting.
YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE
MEETING, PLEASE FILL IN, SIGN, DATE, AND MAIL THE ENCLOSED PROXY CARD(S) AS
PROMPTLY AS POSSIBLE, OR TAKE ADVANTAGE OF THE TELEPHONIC OR INTERNET VOTING
PROCEDURES DESCRIBED ON THE PROXY CARD(S), IN ORDER TO SAVE THE COMPANIES ANY
FURTHER
2
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: July 18, 2005
3
THE HARTFORD MUTUAL FUNDS, INC.,
ON BEHALF OF THE FOLLOWING SERIES,
THE HARTFORD ADVISERS FUND
THE HARTFORD AGGRESSIVE GROWTH ALLOCATION FUND
THE HARTFORD BALANCED ALLOCATION FUND
THE HARTFORD CAPITAL APPRECIATION FUND
THE HARTFORD CAPITAL APPRECIATION II FUND
THE HARTFORD CONSERVATIVE ALLOCATION FUND
THE HARTFORD DISCIPLINED EQUITY FUND
THE HARTFORD DIVIDEND AND GROWTH FUND
THE HARTFORD EQUITY INCOME FUND
THE HARTFORD FLOATING RATE FUND
THE HARTFORD FOCUS FUND
THE HARTFORD GLOBAL COMMUNICATIONS FUND
THE HARTFORD GLOBAL FINANCIAL SERVICES FUND
THE HARTFORD GLOBAL HEALTH FUND
THE HARTFORD GLOBAL LEADERS FUND
THE HARTFORD GLOBAL TECHNOLOGY FUND
THE HARTFORD GROWTH ALLOCATION FUND
THE HARTFORD HIGH YIELD FUND
THE HARTFORD INCOME FUND
THE HARTFORD INCOME ALLOCATION FUND
THE HARTFORD INFLATION PLUS FUND
THE HARTFORD INTERNATIONAL CAPITAL APPRECIATION FUND
THE HARTFORD INTERNATIONAL OPPORTUNITIES FUND
THE HARTFORD INTERNATIONAL SMALL COMPANY FUND
THE HARTFORD MIDCAP FUND
THE HARTFORD MIDCAP VALUE FUND
THE HARTFORD MONEY MARKET FUND
THE HARTFORD SELECT MIDCAP GROWTH FUND
THE HARTFORD SELECT MIDCAP VALUE FUND
THE HARTFORD SHORT DURATION FUND
THE HARTFORD SMALL COMPANY FUND
THE HARTFORD STOCK FUND
THE HARTFORD TAX-FREE CALIFORNIA FUND
THE HARTFORD TAX-FREE NEW YORK FUND
THE HARTFORD TOTAL RETURN BOND FUND
THE HARTFORD VALUE FUND
THE HARTFORD MUTUAL FUNDS II, INC.,
ON BEHALF OF THE FOLLOWING SERIES,
THE HARTFORD GROWTH FUND
THE HARTFORD GROWTH OPPORTUNITIES FUND
THE HARTFORD SMALLCAP GROWTH FUND
THE HARTFORD TAX-FREE MINNESOTA FUND
THE HARTFORD TAX-FREE NATIONAL FUND
THE HARTFORD U.S. GOVERNMENT SECURITIES FUND
THE HARTFORD VALUE OPPORTUNITIES FUND
PROXY STATEMENT
JULY 18, 2005
The enclosed proxy card(s) are solicited by the Boards of Directors of The
Hartford Mutual Funds, Inc. and The Hartford Mutual Funds II, Inc. (each, a
"Company," and together, the "Companies") in connection with the Joint Special
Meeting of Shareholders (the "Meeting") of each of the series of the Companies
listed above (each, a "Fund," and together, the "Funds"), to be held September
7, 2005, at 8:30 a.m., Eastern Time, at the offices of Hartford Investment
Financial Services, LLC, 200 Hopmeadow Street, Simsbury, Connecticut 06089, and
at any adjournment(s) or postponement(s) of the Meeting. The mailing address of
the principal executive offices for both Companies is P.O. Box 2999, Hartford,
Connecticut 06104-2999.
The costs of solicitation, including the cost of preparing and mailing the
Notice of Joint Special Meeting of Shareholders and this Proxy Statement, will
be paid by the Funds on a pro rata basis based on the relative net assets of
each Fund. The approximate mailing date of this Proxy Statement is July 18,
2005. Representatives of The Hartford Financial Services Group, Inc. ("The
Hartford") or a firm authorized by The Hartford may solicit proxies by means of
mail or telephone calls. Georgeson Shareholder Communications, Inc.,
("Georgeson") has been engaged to assist in the solicitation of proxies at an
estimated cost of $3,200,000, plus expenses. As the Meeting date approaches,
certain shareholders of each Fund may receive a telephone call from a
representative of Georgeson if their votes have not yet been received. Proxies
that are obtained telephonically will be recorded in accordance with the
procedures described below. These procedures are reasonably designed to ensure
that both the identity of the shareholder casting the vote and the voting
instructions of the shareholder are accurately determined.
Hartford Investment Financial Services, LLC ("HIFSCO"), the investment
adviser, administrator, and principal underwriter for the Companies, is
principally located at 200 Hopmeadow Street, Simsbury, Connecticut 06089.
Shareholders may revoke authority to vote their shares by giving written
notice of revocation to Edward P. Macdonald, the Secretary of each Company.
Unless revoked, properly executed proxy cards that have been returned by
shareholders without instructions will be voted "FOR" each Proposal. In
instances where choices are specified by the shareholders in the proxy cards,
those shareholders' votes will be voted or the votes will be withheld in
accordance with the shareholders' choices. With regard to Proposal I, the
election of directors, votes may be cast for all nominees, withheld for all
nominees, or withheld for certain nominees. Abstentions may be specified for
Proposals II and III (to permit each Fund's investment adviser to select and
contract with certain sub-advisers without obtaining shareholder approval, and
2
to approve changes to certain fundamental investment policies, respectively).
With respect to Proposals II and III, abstentions and broker non-votes (proxy
cards received by a Company from brokers or nominees when the broker or nominee
has neither received instructions from the beneficial owner or other persons
entitled to vote nor has discretion to vote on a particular matter) will be
counted as present for purposes of determining whether a quorum of shares is
present at the Meeting, and will have the same effect as a vote "AGAINST" such
item. So far as the Boards of Directors are aware, no matters other than those
described in this Proxy Statement will be acted upon at the Meeting. Should any
other matters properly come before the Meeting calling for a vote of
shareholders, it is the intention of the persons named as proxies to vote upon
such matters according to their best judgment.
In addition to completing and returning the enclosed proxy card(s),
shareholders are also able to vote by touchtone telephone or by Internet by
following the instructions included on the proxy card(s) accompanying this Proxy
Statement. Shareholders will have an opportunity to review their voting
instructions and make any necessary changes before submitting their voting
instructions and terminating the telephone call or Internet link.
In all cases where telephonic proxies are solicited, the Georgeson
representative is required to ask for each shareholder's full name and address
and zip code or employer identification number, and to confirm that the
shareholder has received the proxy materials in the mail. If the shareholder is
a corporation or other entity, the Georgeson representative is required to ask
for the person's title and confirmation that the person is authorized to direct
the voting of the shares. If the information solicited agrees with the
information provided to Georgeson, then the Georgeson representative has the
responsibility to explain the process, read the Proposals listed on the proxy
card(s) if requested, and ask for the shareholder's instructions on each
Proposal. Although the Georgeson representative is permitted to answer questions
about the process, he or she is not permitted to recommend to the shareholder
how to vote, other than to read any recommendation set forth in this Proxy
Statement. The Georgeson representative will record the shareholder's
instructions on the card(s). Within 72 hours, the shareholder will be sent a
letter or mailgram confirming his or her vote and asking the shareholder to call
Georgeson immediately if his or her instructions are not correctly reflected in
the confirmation. Although a shareholder's vote may be taken by telephone, each
shareholder will receive a copy of this Proxy Statement and may vote by mail
using the enclosed proxy card(s) or by touchtone telephone or the Internet as
set forth above. The proxy vote received last in time from each shareholder,
whether by proxy card, touchtone telephone or Internet, will be the vote that is
counted and will revoke all previous votes by the shareholder.
3
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 outstanding shares of
each Fund as of the Record Date. Each shareholder is entitled to one vote for
each share held. The Hartford Aggressive Growth Allocation Fund, The Hartford
Balanced Allocation Fund, The Hartford Conservative Allocation Fund, The
Hartford Growth Allocation Fund, and The Hartford Income Allocation Fund (each,
a "Fund of Funds," and collectively, the "Funds of Funds") are series of The
Hartford Mutual Funds, Inc. whose only investments are shares of certain other
series of the Companies (the "Underlying Funds"). The Funds of Funds have
granted HIFSCO the authority to vote proxies on their behalf. HIFSCO will vote
proxies, with respect to the shares of Underlying Funds owned by the Funds of
Funds, in what it believes are the best economic interests of the Funds of Funds
and in accordance with its Proxy Voting Policies and Procedures.
The presence, either in person or by proxy, of shareholders owning a
majority of shares of a Company entitled to vote at the Meeting shall constitute
a quorum with respect to that Company. As to any Fund for which matters will be
considered that will affect that Fund individually, the presence, either in
person or by proxy, of shareholders owning a majority of shares of that Fund
entitled to vote at the Meeting shall constitute a quorum with respect to that
Fund. If a quorum is not present at the Meeting, or if a quorum is present but
sufficient votes to approve any of the Proposals are not received, the persons
named as proxies may propose one or more adjournments of the Meeting to permit
further solicitation of votes. In determining whether to adjourn the Meeting,
the following factors may be considered: the nature of the Proposals that are
the subject of the Meeting, the percentage of votes actually cast, the
percentage of negative votes actually cast, the nature of any further
solicitation, and the information to be provided to shareholders with respect to
the reasons for the solicitation. Any adjournment will require the affirmative
vote of a majority of those shares represented at the Meeting in person or by
proxy.
A copy of each Company's most recent annual report and the most recent
semi-annual report succeeding the annual report, if any, is available upon
request. If you would like to receive a copy, please contact the Company in
question at 500 Bielenberg Drive, Woodbury, Minnesota 55125-4401 or call
1-888-843-7824, and a copy will be sent, without charge, by first class mail
within three business days of your request.
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SUMMARY OF PROPOSALS AND FUNDS AFFECTED
The following table identifies the various proposals set forth in this
Proxy Statement and indicates which Funds are affected by each proposal. An "X"
denotes that a Fund is affected by the proposal and that the Fund's shareholders
are solicited with respect to that proposal.
<Table>
<Caption>
THE
HARTFORD THE THE THE THE
THE AGGRESSIVE HARTFORD HARTFORD HARTFORD HARTFORD THE
HARTFORD GROWTH BALANCED CAPITAL CAPITAL CONSERVATIVE HARTFORD
ADVISERS ALLOCATION ALLOCATION APPRECIATION APPRECIATION II ALLOCATION DISCIPLINED
PROPOSAL: FUND FUND FUND FUND FUND FUND EQUITY FUND
- --------- -------- ---------- ---------- ------------ --------------- ------------ ------------
I. To Elect a Board X X X X X X X
of Directors
II. To Permit the X X X
Fund's Investment
Adviser to Select and
Contract with Sub-
Advisers without
Obtaining Shareholder
Approval
III.A(i) To Revise X X
the Fundamental
Policy Regarding the
Issuing of Senior
Securities
III.A(ii) To Revise X X
the Fundamental
Policy Regarding the
Borrowing of Money
III.A(iii) To Revise
the Fundamental
Policy Regarding the
Borrowing of Money,
Issuing of Senior
Securities and
Purchasing Securities
on Margin
III.B To Eliminate
the Fundamental
Policy Regarding the
Pledging, Mortgaging
or Hypothecating of
Assets
III.C To Revise the X X
Fundamental Policy
Regarding
Underwriting
Securities
</Table>
5
<Table>
<Caption>
THE
HARTFORD THE THE THE THE
THE AGGRESSIVE HARTFORD HARTFORD HARTFORD HARTFORD THE
HARTFORD GROWTH BALANCED CAPITAL CAPITAL CONSERVATIVE HARTFORD
ADVISERS ALLOCATION ALLOCATION APPRECIATION APPRECIATION II ALLOCATION DISCIPLINED
PROPOSAL: FUND FUND FUND FUND FUND FUND EQUITY FUND
- --------- -------- ---------- ---------- ------------ --------------- ------------ ------------
III.D To Revise the X X
Fundamental Policy
Regarding Investments
in Real Estate and
Interests Therein
III.E To Revise the X X
Fundamental Policy
Regarding Purchases
and Sales of
Commodities and
Commodities Contracts
III.F To Revise the X X
Fundamental Policy
Regarding the
Diversification of
Investments
III.G To Revise the X X X X X X
Fundamental Policy
Regarding Investment
Concentrations within
a Particular Industry
III.H(i) To Eliminate
the Fundamental
Policy Regarding
Purchases from and
Sales to Officers,
Directors and
Employees
III.H(ii) To
Eliminate the
Fundamental Policy
Regarding Securities
Trading Accounts
III.I To Revise the X X
Fundamental Policy
Regarding the Making
of Loans
</Table>
6
<Table>
<Caption>
THE
HARTFORD THE THE THE THE
THE AGGRESSIVE HARTFORD HARTFORD HARTFORD HARTFORD THE
HARTFORD GROWTH BALANCED CAPITAL CAPITAL CONSERVATIVE HARTFORD
ADVISERS ALLOCATION ALLOCATION APPRECIATION APPRECIATION II ALLOCATION DISCIPLINED
PROPOSAL: FUND FUND FUND FUND FUND FUND EQUITY FUND
- --------- -------- ---------- ---------- ------------ --------------- ------------ ------------
III.J To Eliminate
the Fundamental
Policy Regarding
Short Sales
III.K To Revise the
Fundamental Policy
Regarding Investments
within Certain
Industries
</Table>
<Table>
<Caption>
THE THE
HARTFORD THE THE THE HARTFORD THE THE
DIVIDEND HARTFORD HARTFORD THE HARTFORD GLOBAL HARTFORD HARTFORD
AND EQUITY FLOATING HARTFORD GLOBAL FINANCIAL GLOBAL GLOBAL
GROWTH INCOME RATE FOCUS COMMUNICATIONS SERVICES HEALTH LEADERS
PROPOSAL: FUND FUND FUND FUND FUND FUND FUND FUND
- --------- -------- -------- -------- -------- -------------- --------- -------- --------
I. To Elect a Board of X X X X X X X X
Directors
II. To Permit the X X X X X X X
Fund's Investment
Adviser to Select and
Contract with
Sub-Advisers without
Obtaining Shareholder
Approval
III.A(i) To Revise the X
Fundamental Policy
Regarding the Issuing
of Senior Securities
III.A(ii) To Revise X
the Fundamental Policy
Regarding the
Borrowing of Money
III.A(iii) To Revise
the Fundamental Policy
Regarding the
Borrowing of Money,
Issuing of Senior
Securities and
Purchasing Securities
on Margin
III.B To Eliminate the
Fundamental Policy
Regarding the
Pledging, Mortgaging
or Hypothecating of
Assets
</Table>
7
<Table>
<Caption>
THE THE
HARTFORD THE THE THE HARTFORD THE THE
DIVIDEND HARTFORD HARTFORD THE HARTFORD GLOBAL HARTFORD HARTFORD
AND EQUITY FLOATING HARTFORD GLOBAL FINANCIAL GLOBAL GLOBAL
GROWTH INCOME RATE FOCUS COMMUNICATIONS SERVICES HEALTH LEADERS
PROPOSAL: FUND FUND FUND FUND FUND FUND FUND FUND
- --------- -------- -------- -------- -------- -------------- --------- -------- --------
III.C To Revise the X
Fundamental Policy
Regarding Underwriting
Securities
III.D To Revise the X
Fundamental Policy
Regarding Investments
in Real Estate and
Interests Therein
III.E To Revise the X
Fundamental Policy
Regarding Purchases
and Sales of
Commodities and
Commodities Contracts
III.F To Revise the
Fundamental Policy
Regarding the
Diversification of
Investments
III.G To Revise the X X X X
Fundamental Policy
Regarding Investment
Concentrations within
a Particular Industry
III.H(i) To Eliminate
the Fundamental Policy
Regarding Purchases
from and Sales to
Officers, Directors
and Employees
III.H(ii) To Eliminate
the Fundamental Policy
Regarding Securities
Trading Accounts
III.I To Revise the X
Fundamental Policy
Regarding the Making
of Loans
III.J To Eliminate the
Fundamental Policy
Regarding Short Sales
</Table>
8
<Table>
<Caption>
THE THE
HARTFORD THE THE THE HARTFORD THE THE
DIVIDEND HARTFORD HARTFORD THE HARTFORD GLOBAL HARTFORD HARTFORD
AND EQUITY FLOATING HARTFORD GLOBAL FINANCIAL GLOBAL GLOBAL
GROWTH INCOME RATE FOCUS COMMUNICATIONS SERVICES HEALTH LEADERS
PROPOSAL: FUND FUND FUND FUND FUND FUND FUND FUND
- --------- -------- -------- -------- -------- -------------- --------- -------- --------
III.K To Revise the X
Fundamental Policy
Regarding Investments
within Certain
Industries
</Table>
<Table>
<Caption>
THE
THE THE THE THE THE HARTFORD
HARTFORD HARTFORD HARTFORD THE HARTFORD HARTFORD INTERNATIONAL
GLOBAL GROWTH HIGH HARTFORD INCOME INFLATION CAPITAL
TECHNOLOGY ALLOCATION YIELD INCOME ALLOCATION PLUS APPRECIATION
PROPOSAL: FUND FUND FUND FUND FUND FUND FUND
- --------- ---------- ---------- -------- -------- ---------- --------- -------------
I. To Elect a Board of X X X X X X X
Directors
II. To Permit the Fund's X X X X X
Investment Adviser to
Select and Contract with
Sub-Advisers without
Obtaining Shareholder
Approval
III.A(i) To Revise the X
Fundamental Policy
Regarding the Issuing of
Senior Securities
III.A(ii) To Revise the X
Fundamental Policy
Regarding the Borrowing
of Money
III.A(iii) To Revise the
Fundamental Policy
Regarding the Borrowing
of Money, Issuing of
Senior Securities and
Purchasing Securities on
Margin
III.B To Eliminate the
Fundamental Policy
Regarding the Pledging,
Mortgaging or
Hypothecating of Assets
III.C To Revise the X
Fundamental Policy
Regarding Underwriting
Securities
</Table>
9
<Table>
<Caption>
THE
THE THE THE THE THE HARTFORD
HARTFORD HARTFORD HARTFORD THE HARTFORD HARTFORD INTERNATIONAL
GLOBAL GROWTH HIGH HARTFORD INCOME INFLATION CAPITAL
TECHNOLOGY ALLOCATION YIELD INCOME ALLOCATION PLUS APPRECIATION
PROPOSAL: FUND FUND FUND FUND FUND FUND FUND
- --------- ---------- ---------- -------- -------- ---------- --------- -------------
III.D To Revise the X
Fundamental Policy
Regarding Investments in
Real Estate and
Interests Therein
III.E To Revise the X
Fundamental Policy
Regarding Purchases and
Sales of Commodities and
Commodities Contracts
III.F To Revise the
Fundamental Policy
Regarding the
Diversification of
Investments
III.G To Revise the X X X X X X
Fundamental Policy
Regarding Investment
Concentrations within a
Particular Industry
III.H(i) To Eliminate
the Fundamental Policy
Regarding Purchases from
and Sales to Officers,
Directors and Employees
III.H(ii) To Eliminate
the Fundamental Policy
Regarding Securities
Trading Accounts
III.I To Revise the X
Fundamental Policy
Regarding the Making of
Loans
III.J To Eliminate the
Fundamental Policy
Regarding Short Sales
III.K To Revise the X
Fundamental Policy
Regarding Investments
within Certain
Industries
</Table>
10
<Table>
<Caption>
THE THE THE
THE HARTFORD THE THE HARTFORD HARTFORD THE
HARTFORD INTERNATIONAL THE HARTFORD HARTFORD SELECT SELECT HARTFORD
INTERNATIONAL SMALL HARTFORD MIDCAP MONEY MIDCAP MIDCAP SHORT
OPPORTUNITIES COMPANY MIDCAP VALUE MARKET GROWTH VALUE DURATION
PROPOSAL: FUND FUND FUND FUND FUND FUND FUND FUND
- --------- ------------- ------------- -------- -------- -------- -------- -------- --------
I. To Elect a Board of X X X X X X X X
Directors
II. To Permit the X X X X X X
Fund's Investment
Adviser to Select and
Contract with
Sub-Advisers without
Obtaining Shareholder
Approval
III.A(i) To Revise the
Fundamental Policy
Regarding the Issuing
of Senior Securities
III.A(ii) To Revise
the Fundamental Policy
Regarding the
Borrowing of Money
III.A(iii) To Revise
the Fundamental Policy
Regarding the
Borrowing of Money,
Issuing of Senior
Securities and
Purchasing Securities
on Margin
III.B To Eliminate the
Fundamental Policy
Regarding the
Pledging, Mortgaging
or Hypothecating of
Assets
III.C To Revise the
Fundamental Policy
Regarding Underwriting
Securities
III.D To Revise the
Fundamental Policy
Regarding Investments
in Real Estate and
Interests Therein
</Table>
11
<Table>
<Caption>
THE THE THE
THE HARTFORD THE THE HARTFORD HARTFORD THE
HARTFORD INTERNATIONAL THE HARTFORD HARTFORD SELECT SELECT HARTFORD
INTERNATIONAL SMALL HARTFORD MIDCAP MONEY MIDCAP MIDCAP SHORT
OPPORTUNITIES COMPANY MIDCAP VALUE MARKET GROWTH VALUE DURATION
PROPOSAL: FUND FUND FUND FUND FUND FUND FUND FUND
- --------- ------------- ------------- -------- -------- -------- -------- -------- --------
III.E To Revise the
Fundamental Policy
Regarding Purchases
and Sales of
Commodities and
Commodities Contracts
III.F To Revise the
Fundamental Policy
Regarding the
Diversification of
Investments
III.G To Revise the X X X X X X
Fundamental Policy
Regarding Investment
Concentrations within
a Particular Industry
III.H(i) To Eliminate
the Fundamental Policy
Regarding Purchases
from and Sales to
Officers, Directors
and Employees
III.H(ii) To Eliminate
the Fundamental Policy
Regarding Securities
Trading Accounts
III.I To Revise the
Fundamental Policy
Regarding the Making
of Loans
III.J To Eliminate the
Fundamental Policy
Regarding Short Sales
III.K To Revise the
Fundamental Policy
Regarding Investments
within Certain
Industries
</Table>
12
<Table>
<Caption>
THE
THE THE THE HARTFORD
HARTFORD THE HARTFORD HARTFORD TOTAL THE
SMALL HARTFORD TAX-FREE TAX-FREE RETURN HARTFORD
COMPANY STOCK CALIFORNIA NEW YORK BOND VALUE
PROPOSAL: FUND FUND FUND FUND FUND FUND
- --------- -------- -------- ---------- -------- -------- --------
I. To Elect a Board of Directors X X X X X X
II. To Permit the Fund's Investment X X X X X X
Adviser to Select and Contract with
Sub-Advisers without Obtaining
Shareholder Approval
III.A(i) To Revise the Fundamental X
Policy Regarding the Issuing of Senior
Securities
III.A(ii) To Revise the Fundamental X
Policy Regarding the Borrowing of Money
III.A(iii) To Revise the Fundamental
Policy Regarding the Borrowing of
Money, Issuing of Senior Securities and
Purchasing Securities on Margin
III.B To Eliminate the Fundamental
Policy Regarding the Pledging,
Mortgaging or Hypothecating of Assets
III.C To Revise the Fundamental Policy X
Regarding Underwriting Securities
III.D To Revise the Fundamental Policy X
Regarding Investments in Real Estate
and Interests Therein
III.E To Revise the Fundamental Policy X
Regarding Purchases and Sales of
Commodities and Commodities Contracts
III.F To Revise the Fundamental Policy X
Regarding the Diversification of
Investments
III.G To Revise the Fundamental Policy X X X X X X
Regarding Investment Concentrations
within a Particular Industry
III.H(i) To Eliminate the Fundamental
Policy Regarding Purchases from and
Sales to Officers, Directors and
Employees
III.H(ii) To Eliminate the Fundamental
Policy Regarding Securities Trading
Accounts
III.I To Revise the Fundamental Policy X
Regarding the Making of Loans
III.J To Eliminate the Fundamental
Policy Regarding Short Sales
</Table>
13
<Table>
<Caption>
THE
THE THE THE HARTFORD
HARTFORD THE HARTFORD HARTFORD TOTAL THE
SMALL HARTFORD TAX-FREE TAX-FREE RETURN HARTFORD
COMPANY STOCK CALIFORNIA NEW YORK BOND VALUE
PROPOSAL: FUND FUND FUND FUND FUND FUND
- --------- -------- -------- ---------- -------- -------- --------
III.K To Revise the Fundamental Policy
Regarding Investments within Certain
Industries
</Table>
<Table>
<Caption>
THE
THE THE THE THE HARTFORD THE
THE HARTFORD HARTFORD HARTFORD HARTFORD U.S. HARTFORD
HARTFORD GROWTH SMALLCAP TAX-FREE TAX-FREE GOVERNMENT VALUE
GROWTH OPPORTUNITIES GROWTH MINNESOTA NATIONAL SECURITIES OPPORTUNITIES
PROPOSAL: FUND FUND FUND FUND FUND FUND FUND
- --------- -------- ------------- -------- --------- -------- ---------- -------------
I. To Elect a Board X X X X X X X
of Directors
II. To Permit the X X X X X X X
Fund's Investment
Adviser to Select and
Contract with Sub-
Advisers without
Obtaining Shareholder
Approval
III.A(i) To Revise
the Fundamental
Policy Regarding the
Issuing of Senior
Securities
III.A(ii) To Revise
the Fundamental
Policy Regarding the
Borrowing of Money
III.A(iii) To Revise X
the Fundamental
Policy Regarding the
Borrowing of Money,
Issuing of Senior
Securities and
Purchasing Securities
on Margin
III.B To Eliminate X
the Fundamental
Policy Regarding the
Pledging, Mortgaging
or Hypothecating of
Assets
III.C To Revise the
Fundamental Policy
Regarding
Underwriting
Securities
</Table>
14
<Table>
<Caption>
THE
THE THE THE THE HARTFORD THE
THE HARTFORD HARTFORD HARTFORD HARTFORD U.S. HARTFORD
HARTFORD GROWTH SMALLCAP TAX-FREE TAX-FREE GOVERNMENT VALUE
GROWTH OPPORTUNITIES GROWTH MINNESOTA NATIONAL SECURITIES OPPORTUNITIES
PROPOSAL: FUND FUND FUND FUND FUND FUND FUND
- --------- -------- ------------- -------- --------- -------- ---------- -------------
III.D To Revise the X
Fundamental Policy
Regarding Investments
in Real Estate and
Interests Therein
III.E To Revise the X
Fundamental Policy
Regarding Purchases
and Sales of
Commodities and
Commodities Contracts
III.F To Revise the
Fundamental Policy
Regarding the
Diversification of
Investments
III.G To Revise the X X X X X X X
Fundamental Policy
Regarding Investment
Concentrations within
a Particular Industry
III.H(i) To Eliminate X
the Fundamental
Policy Regarding
Purchases from and
Sales to Officers,
Directors and
Employees
III.H(ii) To X
Eliminate the
Fundamental Policy
Regarding Securities
Trading Accounts
III.I To Revise the X
Fundamental Policy
Regarding the Making
of Loans
III.J To Eliminate X
the Fundamental
Policy Regarding
Short Sales
</Table>
15
<Table>
<Caption>
THE
THE THE THE THE HARTFORD THE
THE HARTFORD HARTFORD HARTFORD HARTFORD U.S. HARTFORD
HARTFORD GROWTH SMALLCAP TAX-FREE TAX-FREE GOVERNMENT VALUE
GROWTH OPPORTUNITIES GROWTH MINNESOTA NATIONAL SECURITIES OPPORTUNITIES
PROPOSAL: FUND FUND FUND FUND FUND FUND FUND
- --------- -------- ------------- -------- --------- -------- ---------- -------------
III.K To Revise the
Fundamental Policy
Regarding Investments
within Certain
Industries
</Table>
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 AND NOMINEES
<Table>
<Caption>
AGGREGATE DOLLAR RANGE
OF EQUITY SECURITIES IN
ALL REGISTERED INVESTMENT
COMPANIES OVERSEEN BY
NAME OF DIRECTOR DIRECTOR IN FAMILY OF
OR NOMINEE DOLLAR RANGE OF EQUITY SECURITIES IN THE FUND INVESTMENT COMPANIES
- ---------------- ------------------------------------------------------ -------------------------
Lynn S. Birdsong........ The Hartford Equity Income Fund $10,001-$50,000 $50,001-$100,000
The Hartford Global Leaders Fund $10,001-$50,000
The Hartford Stock Fund $1-$10,000
Robert M. Gavin......... The Hartford Balanced Allocation Over $100,000 Over $100,000
Fund $50,001-$100,000
The Hartford Global Leaders Fund Over $100,000
The Hartford Growth Fund Over $100,000
The Hartford Growth Opportunities $10,001-$50,000
Fund
The Hartford Money Market Fund
Duane E. Hill........... None None
Sandra S. Jaffee(1)..... None None
William P. None None
Johnston(2)............
Phillip O. Peterson..... The Hartford Global Technology Fund $10,001-$50,000 $10,001-$50,000
</Table>
- ---------------
(1) Ms. Jaffee is a director of The Hartford Mutual Funds, Inc. but is not
currently a director of The Hartford Mutual Funds II, Inc.
(2) Mr. Johnston is not currently a director of any of the Companies.
16
INTERESTED DIRECTORS AND NOMINEES
<Table>
<Caption>
AGGREGATE DOLLAR RANGE
OF EQUITY SECURITIES IN
ALL REGISTERED INVESTMENT
COMPANIES OVERSEEN BY
NAME OF DIRECTOR DIRECTOR IN FAMILY OF
OR NOMINEE DOLLAR RANGE OF EQUITY SECURITIES IN THE FUND INVESTMENT COMPANIES
- ---------------- ------------------------------------------------------ -------------------------
Thomas M. Marra......... The Hartford Advisers Fund Over $100,000 Over $100,000
The Hartford Capital Appreciation Over $100,000
Fund $50,001-$100,000
The Hartford Dividend and Growth Over $100,000
Fund $50,001-$100,000
The Hartford Focus Fund $50,001-$100,000
The Hartford Global Leaders Fund
The Hartford High Yield Fund $1-$10,000
The Hartford International Over $100,000
Opportunities $50,001-$100,000
Fund Over $100,000
The Hartford MidCap Fund
The Hartford Small Company Fund
The Hartford Stock Fund
Lowndes A. Smith........ The Hartford Capital Appreciation $50,001-$100,000 Over $100,000
Fund $50,001-$100,000
The Hartford Global Health Fund $10,001-$50,000
The Hartford Global Leaders Fund $10,001-$50,000
The Hartford Global Technology Fund $50,001-$100,000
The Hartford MidCap Fund $10,001-$50,000
The Hartford Small Company Fund
David M. The Hartford High Yield Fund $10,001-$50,000 $10,001-$50,000
Znamierowski(1)........
</Table>
- ---------------
(1) Mr. Znamierowski is a director of The Hartford Mutual Funds, Inc. but is not
currently a director of The Hartford Mutual Funds II, Inc.
As of April 30, 2005, all directors and officers as a group owned less than
1% of the outstanding shares of each class of each Fund. As of May 31, 2005, no
person to the knowledge of any Company owned beneficially more than 5% of the
outstanding shares of any class of shares of a Fund, except as listed in
Attachment B.
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, HIFSCO, Hartford
Investment Management, or other affiliated companies.
17
PROPOSAL I
ELECTION OF DIRECTORS
At the Meeting, shareholders will be asked to elect members to each
Company's Board of Directors. There are nine positions on each Company's Board
of Directors. Currently, The Hartford Mutual Funds, Inc. has eight directors,
all of whom are being nominated for election or re-election to the Board of that
Company. The Hartford Mutual Funds II, Inc. currently has six directors, all of
whom are being nominated for election or re-election to the Board of that
Company. All of the nominees, except William P. Johnston, currently serve as
director of one or both of the Companies. The current composition of each
Company's Board of Directors is the same, with the exception of David M.
Znamierowski and Sandra S. Jaffee, each of whom serves on the Board of Directors
of The Hartford Mutual Funds, Inc., but does not serve on the Board of Directors
of The Hartford Mutual Funds II, Inc. Mr. Znamierowski was previously selected
by the Board of Directors of The Hartford Mutual Funds, Inc. to serve as a
director of that Company. In addition to being nominated for election to the
Board of Directors of The Hartford Mutual Funds, Inc., Mr. Znamierowski was
recommended by the Companies' investment adviser to serve as a member of the
Board of Directors of The Hartford Mutual Funds II, Inc. and is being nominated
for election to the Board of Directors of that Company. Ms. Jaffee was
previously selected by the Board of Directors of The Hartford Mutual Funds, Inc.
to serve as a director of that Company, and is now nominated for election to the
Board of Directors of that Company. In addition, Ms. Jaffee was recommended by
the non-interested directors of the Companies to serve as a member of the Board
of Directors of The Hartford Mutual Funds II, Inc. and is being nominated for
election to the Board of Directors of that Company. Lynn S. Birdsong and Thomas
M. Marra were both previously selected by the Board of Directors of each Company
to serve as directors of the Companies, and are now nominated for election to
the Board of Directors of each Company. William P. Johnston is being nominated
for election to the Board of Directors of each Company. Mr. Johnston was
recommended by the non-interested directors of the Companies to serve as a
member of the Boards. All other nominees have previously been elected to the
Boards and are standing for re-election.
Pertinent information regarding each nominee's principal occupation and
business experience during at least the past five years, the number of
portfolios advised by HIFSCO and its affiliates (collectively, the "Hartford
Fund Complex") currently overseen, or to be 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, c/o Hartford
Mutual Funds, P.O. Box 2999, Hartford, Connecticut 06104-2999.
18
NOMINEES FOR ELECTION AS NON-INTERESTED DIRECTORS
<Table>
<Caption>
NUMBER OF
PORTFOLIOS
POSITION TERM OF IN FUND
HELD OFFICE* AND COMPLEX OTHER
WITH THE HAS SERVED PRINCIPAL OCCUPATION(S) OVERSEEN DIRECTORSHIPS
NAME AND AGE COMPANIES SINCE DURING LAST 5 YEARS BY DIRECTOR HELD BY DIRECTOR
- ------------ --------- ----------- ----------------------- ----------- ----------------
Lynn S. Birdsong Director 2003 From 1979 to 2002, Mr. 80 Mr. Birdsong is
(age 58) Birdsong was a managing a director of
director of Zurich The Japan Fund,
Scudder Investments, an Inc.
investment management
firm. In 2003, Mr.
Birdsong became an
independent director of
The Japan Fund, Inc.;
during his employment
with Scudder, he was an
interested director of
The Japan Fund, Inc.
From 2003 to March
2005, Mr. Birdsong was
an independent director
of the Atlantic
Whitehall Funds. Since
1981, Mr. Birdsong has
been a partner in
Birdsong Company, an
advertising specialty
firm.
Robert M. Gavin Director The Dr. Gavin is an 80 None
(age 64) and Hartford educational consultant.
Chairman Mutual Prior to September 1,
of the Funds, 2001, he was President
Board Inc. -- 2002 of Cranbrook Education
Community; and prior to
The July 1996, he was
Hartford President of Macalester
Mutual College, St. Paul,
Funds II, Minnesota.
Inc. -- 1986
Duane E. Hill Director The Mr. Hill is a Partner 80 None
(age 59) Hartford Emeritus and a founding
Mutual partner of TSG Capital
Funds, Group, a private equity
Inc. -- 2001 investment firm that
serves as sponsor and
The lead investor in
Hartford leveraged buyouts of
Mutual middle market
Funds II, companies. Mr. Hill is
Inc. -- 2002 also a partner of TSG
Ventures L.P., a
private equity
investment company that
invests primarily in
minority-owned small
businesses.
</Table>
19
<Table>
<Caption>
NUMBER OF
PORTFOLIOS
POSITION TERM OF IN FUND
HELD OFFICE* AND COMPLEX OTHER
WITH THE HAS SERVED PRINCIPAL OCCUPATION(S) OVERSEEN DIRECTORSHIPS
NAME AND AGE COMPANIES SINCE DURING LAST 5 YEARS BY DIRECTOR HELD BY DIRECTOR
- ------------ --------- ----------- ----------------------- ----------- ----------------
Sandra S. Jaffee Director(1) The Ms. Jaffee is an 80(2) None
(age 63) Hartford Entrepreneur in
Mutual Residence with Warburg
Funds, Pincus, a private
Inc. -- 2005 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).
William P. Johnston None N/A Mr. Johnston joined the 80(3) Mr. Johnston is
(age 60) Board of Directors of Chairman of the
Renal Care Group, Inc. Board of
in November 2002 and Directors of
currently serves as Renal Care
Chairman of the Board Group, Inc.
(March 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. From 1998
through 2001, Mr.
Johnston was Vice
Chairman of the
investment banking
affiliate of SunTrust
Banks, Inc., where he
was also Chief
Executive Officer from
1998 through April
2000.
</Table>
20
<Table>
<Caption>
NUMBER OF
PORTFOLIOS
POSITION TERM OF IN FUND
HELD OFFICE* AND COMPLEX OTHER
WITH THE HAS SERVED PRINCIPAL OCCUPATION(S) OVERSEEN DIRECTORSHIPS
NAME AND AGE COMPANIES SINCE DURING LAST 5 YEARS BY DIRECTOR HELD BY DIRECTOR
- ------------ --------- ----------- ----------------------- ----------- ----------------
Phillip O. Peterson Director The Mr. Peterson is a 80 None
(age 60) Hartford mutual fund industry
Mutual consultant. He was a
Funds, partner of KPMG LLP (an
Inc. -- 2002 accounting firm) until
July 1999. From January
The 2004 to April 2005, Mr.
Hartford Peterson served as
Mutual Independent President
Funds II, of Strong Mutual Funds.
Inc. -- 2000
</Table>
- ---------------
* Each director serves until his or her death, resignation, or retirement or
until his or her successor is elected and qualifies.
(1) Director of The Hartford Mutual Funds, Inc. only. Ms. Jaffee is a
consultant for a controlling shareholder of Institutional Shareholder
Services, Inc., an unaffiliated third party corporate governance research
service company ("ISS"), and serves as a director of ISS and as a member of
the Executive Committee of the board of directors of ISS. From time to
time, ISS may provide in-depth analyses of shareholder meeting agendas,
vote recommendations, record-keeping or vote disclosure services to one or
more of the sub-advisers to the Funds.
(2) Ms. Jaffee currently oversees a total of 63 portfolios in the Hartford Fund
Complex, but she will oversee a total of 80 portfolios in the Hartford Fund
Complex if she is elected to each of the directorships for which she is
currently nominated.
(3) Mr. Johnston will oversee a total of 80 portfolios in the Hartford Fund
Complex if he is elected to each of the directorships for which he is
currently nominated.
21
NOMINEES FOR ELECTION AS INTERESTED DIRECTORS
<Table>
<Caption>
NUMBER OF
PORTFOLIOS
POSITION TERM OF IN FUND
HELD OFFICE* AND COMPLEX OTHER
WITH THE HAS SERVED PRINCIPAL OCCUPATION(S) OVERSEEN DIRECTORSHIPS
NAME AND AGE COMPANIES SINCE DURING LAST 5 YEARS BY DIRECTOR HELD BY DIRECTOR
- ------------ --------- ----------- ----------------------- ----------- ----------------
Thomas M. Marra** Director 2002 Mr. Marra is President 80 Mr. Marra is a
(age 47) and Chief Operating member of the
Officer of Hartford Board of
Life, Inc. He is also a Directors of The
member of the Board of Hartford.
Directors and a member
of the 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
Investment Advisors,
LLC ("HL Advisors").
Lowndes A. Smith** Director The Mr. Smith served as 80 Mr. Smith is a
(age 65) Hartford Vice Chairman of The director of
Mutual Hartford from February White Mountains
Funds, 1997 to January 2002, Insurance Group
Inc. -- 1996 as President and Chief Ltd.
Executive Officer of
The Hartford Life, Inc.
Hartford from February 1997 to
Mutual January 2002, and as
Funds II, President and Chief
Inc. -- 2002 Operating Officer of
Hartford Life Insurance
Company ("Hartford
Life") from January
1989 to January 2002.
</Table>
22
<Table>
<Caption>
NUMBER OF
PORTFOLIOS
POSITION TERM OF IN FUND
HELD OFFICE* AND COMPLEX OTHER
WITH THE HAS SERVED PRINCIPAL OCCUPATION(S) OVERSEEN DIRECTORSHIPS
NAME AND AGE COMPANIES SINCE DURING LAST 5 YEARS BY DIRECTOR HELD BY DIRECTOR
- ------------ --------- ----------- ----------------------- ----------- ----------------
David M. Znamierowski........ Director(1) Director, Mr. Znamierowski 79(3) None
(age 44)** President The currently serves as
and Chief Hartford President of Hartford
Executive Mutual Investment Management
Officer Funds, Company ("Hartford
Inc. -- 1999 Investment
Management"); Executive
President, Vice President and
The Chief Investment
Hartford Officer for Hartford
Mutual Life Insurance Company
Funds, ("Hartford Life");
Inc. -- 1999(2) Executive Vice
President and Chief
President, Investment Officer of
The Hartford Life, Inc.;
Hartford and Executive Vice
Mutual President and Chief
Funds II, Investment Officer of
Inc. -- The Hartford. Mr.
2001(2) Znamierowski is also a
Chief Managing Member and
Executive Executive Vice
Officer -- President of HIFSCO and
2005 HL Advisors.
</Table>
- ---------------
* Each director serves until his or her death, resignation, or retirement or
until his or her successor is elected and qualifies.
** Mr. Marra and Mr. Znamierowski are interested directors due to positions
they hold with affiliates of the Companies. Mr. Smith is an interested
director because he owns stock of the parent company of HIFSCO.
(1)Director of The Hartford Mutual Funds, Inc. only.
(2)Mr. Znamierowski has served as President of The Hartford Mutual Funds,
Inc. from 1999 to date and of The Hartford Mutual Funds II, Inc. from 2001 to
date, with the exception of the period from February 1, 2005 to March 27,
2005, during which time John C. Walters served in those capacities.
(3)Mr. Znamierowski currently oversees a total of 62 portfolios in the Hartford
Fund Complex, but he will oversee a total of 79 portfolios in the Hartford
Fund Complex if he is elected to each of the directorships for which he is
currently nominated.
23
The Board of each Company has established an Audit Committee, a Nominating
Committee, a Litigation Committee, and an Investment Committee. The Audit
Committee of each Company currently consists of all non-interested directors of
each Company. The Audit Committee of each Company met four times during the
fiscal year ended October 31, 2004. The functions performed by each Audit
Committee, which are contained in the Audit Committee's written charter, are to
(i) oversee the Funds' accounting and financial reporting policies and
practices, their internal controls and, as appropriate, the internal controls of
certain service providers; (ii) assist the Board in its oversight of the
qualifications, independence, and performance of the Funds' independent
registered public accounting firm, the quality, objectivity, and integrity of
the Funds' financial statements and the independent audit thereof, and the
performance of the Company's internal audit function; and (iii) act as a liaison
between the Funds' independent registered public accounting firm and the full
Board of Directors.
The non-interested directors of each Company's Board of Directors comprise
the Company's Nominating Committee. The Nominating Committee of each Company met
three times during the fiscal year ended October 31, 2004. The function of the
Nominating Committee, which is described in the Nominating Committee's written
charter, is to screen and select non-interested candidates to the Board of
Directors. The charter, which is not available on the Funds' website, is
attached hereto as Attachment C.
The Nominating Committee will consider nominees for non-interested
directors recommended by shareholders if a vacancy among the non-interested
directors occurs and if the nominee meets the Committee's criteria. Shareholders
wishing to submit recommendations for nominees must send a letter to the
chairperson of the Nominating Committee, in care of the Secretary of the
applicable Company at 55 Farmington Avenue, 11th Floor, Hartford, 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 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
24
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
- ---------------
* Ms. Jaffee serves on the Litigation Committee for The Hartford Mutual Funds,
Inc. only.
25
Boards and/or the non-interested directors. The Litigation Committee met five
times during the fiscal year ended October 31, 2004.
The Investment Committee of each Company was established on February 1,
2005. The Investment Committee is made up of all directors of each respective
Company. The Investment Committee of each Company assists the respective Boards
in its oversight of the Funds' investment performance and related matters.
During each Fund's fiscal year ended October 31, 2004, there were ten
meetings of each Company's Board of Directors. No director attended or
participated telephonically in fewer than 75% of the aggregate of the number of
meetings of the Board of Directors and the number of meetings held by all
committees of the Board on which such director served.
The Companies pay no compensation to any director or officer who is an
officer or employee of The Hartford, HIFSCO or any affiliated company. During
the fiscal year ended October 31, 2004, the Funds paid a fee to each director
who is not an officer or employee of The Hartford, HIFSCO or any affiliated
company.
The following table sets forth the compensation that each director received
during the fiscal year ended October 31, 2004, from each Company and the entire
Hartford Fund Complex.
<Table>
<Caption>
AGGREGATE AGGREGATE PENSION OR TOTAL
COMPENSATION COMPENSATION RETIREMENT COMPENSATION
FROM THE FROM THE BENEFITS ESTIMATED FROM THE FUNDS
HARTFORD HARTFORD ACCRUED AS PART ANNUAL AND FUND
NAME OF PERSON, MUTUAL FUNDS, MUTUAL OF FUND BENEFITS UPON COMPLEX PAID
POSITION INC. FUNDS II, INC. EXPENSES RETIREMENT TO DIRECTORS(1)
- --------------- ------------- -------------- --------------- ------------- ---------------
NON-INTERESTED DIRECTORS
Lynn S. Birdsong,
Director............... $27,437 $3,001 $0 $0 $121,750
Robert M. Gavin
Director............... $31,952 $3,486 $0 $0 $141,750
Duane E. Hill,
Director............... $28,283 $3,092 $0 $0 $125,500
Sandra S. Jaffee,
Director(2)............ $0 $0 $0 $0 $0
Phillip O. Peterson,
Director............... $26,479 $2,896 $0 $0 $117,500
INTERESTED DIRECTOR
Thomas M. Marra,
Director............... $0 $0 $0 $0 $0
Lowndes A. Smith,
Director............... $24,732 $2,705 $0 $0 $109,750
David M. Znamierowski,
Director............... $0 $0 $0 $0 $0
</Table>
- ---------------
(1) As of October 31, 2004, five registered investment companies in the Hartford
Fund Complex paid compensation to some or all of the directors.
(2) Ms. Jaffee was selected as a director of The Hartford Mutual Funds, Inc. on
February 1, 2005. She is a director of The Hartford Mutual Funds, Inc., but
is not a director of The Hartford Mutual Funds II, Inc.
26
The Board of Directors of each Company recommends that shareholders vote in
favor of the individuals listed on the proxy card 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 "FOR" the nominees. All of the nominees have
consented to serve as directors if elected. In the event any of the nominees are
not candidates for election at the Meeting, the proxies may vote for such other
persons according to their best judgment. Nothing currently indicates that such
a situation will arise.
27
PROPOSAL II
TO PERMIT THE FUNDS' INVESTMENT ADVISER
TO SELECT AND CONTRACT WITH SUB-ADVISERS WITHOUT OBTAINING SHAREHOLDER APPROVAL
PROPOSED FOR ALL FUNDS EXCEPT THOSE LISTED IN FOOTNOTE (1)
(For purposes of the discussion regarding Proposal II, below,
the terms "Fund" and "Funds" shall refer to all Funds except those listed in
footnote (1), unless otherwise indicated.)
Under Section 15(a) of the 1940 Act, investment advisers to mutual funds cannot
select sub-advisers and enter into a sub-advisory agreement without obtaining
shareholder approval. Similarly, shareholders must approve any material
amendments to an existing sub-advisory agreement between an adviser and a
sub-adviser. Hartford HLS Series Fund II, Inc. (formerly, Fortis Series Fund,
Inc.) and Fortis Advisers, Inc. applied for and obtained an exemption from those
and other requirements under Section 15(a) of the 1940 Act from the Securities
and Exchange Commission (the "SEC"). The exemptive order, among other things,
allows the investment adviser to the series of Hartford HLS Series Fund II, Inc.
(at that time, Fortis Advisers, Inc.) to retain or terminate sub-advisers that
are not affiliated with the investment adviser (currently HL Advisors) or those
funds (other than by reason of serving as a sub-adviser to one or more of the
funds) (each, a "Sub-Adviser," and together, the "Sub-Advisers") for those funds
without shareholder approval (the "Order").(2) The Order required Hartford HLS
Series Fund II, Inc. to
- ---------------
(1) This proposal does NOT apply to The Hartford Aggressive Growth Allocation
Fund, The Hartford Balanced Allocation Fund, The Hartford Capital
Appreciation II Fund, The Hartford Conservative Allocation Fund, The
Hartford Floating Rate Fund, The Hartford Growth Allocation Fund, The
Hartford Income Allocation Fund, The Hartford Select MidCap Growth Fund, and
The Hartford Select MidCap Value Fund.
Proposal II is not being submitted for approval to the shareholders of The
Hartford Capital Appreciation II Fund, The Hartford Floating Rate Fund, The
Hartford Select MidCap Growth Fund, and The Hartford Select MidCap Value
Fund because those Funds already have shareholder approval to operate under
the terms of the exemptive order discussed in this section. Proposal II is
not being submitted for approval to the shareholders of the remaining Funds
listed above, the Funds of Funds, because HIFSCO does not engage a
sub-adviser in the management of those Funds.
(2) Fortis Series Fund, Inc. and Fortis Advisers, Inc., Investment Company Act
Rel. Nos. 24158 (Nov. 23, 1999) (notice) and 24211 (Dec. 21, 1999) (order).
The indirect parent company of HL Investment Advisors, LLC, an affiliate of
HIFSCO, acquired Fortis Advisers, Inc. on April 2, 2001.
28
submit this arrangement, commonly known as a "manager of managers"
structure, to shareholders prior to taking advantage of the Order. The
shareholders of the existing series of Fortis Series Fund, Inc. approved the
"manager of managers" structure for those series on August 12, 1999. The Order
further allows other funds advised by Hartford HLS Series Fund II, Inc.'s
adviser (or any entity controlling, controlled by or under common control with
the adviser) to rely on the Order, provided that any such funds comply with the
conditions of the Order, including the condition that shareholders approve the
operation of the respective funds in this manner beforehand.
HIFSCO does not make the day-to-day investment decisions for the Funds, but
instead establishes the Funds' investment programs and selects, supervises and
evaluates separate Sub-Advisers who make those investment decisions, subject to
the review of the Board of Directors. In addition to allowing the investment
adviser for certain other funds advised by HIFSCO and its affiliates to retain
and terminate Sub-Advisers based on its evaluations of the Sub-Advisers without
shareholder approval, the Order permits the adviser to continue receiving the
services of Sub-Advisers whose sub-advisory agreements ("Sub-Advisory
Agreements") have been "assigned" as a result of any change in control of a
Sub-Adviser without seeking shareholder approval, because the 1940 Act requires
automatic termination of an advisory contract in the event of such an
assignment. To afford like flexibility to the Funds, management is seeking
shareholders' approval of such an arrangement for the Funds. Without the delay
and cost inherent in holding shareholder meetings each time the investment
adviser or Board determines a change in Sub-Advisers would benefit a Fund, the
Companies will be able to act more quickly and with less expense to replace
Sub-Advisers.
The Funds are structured differently from many other investment companies.
Under a traditional investment company structure, the investment adviser is a
single entity that employs one or more individuals internally as portfolio
managers to make investment decisions. The adviser is free to retain or
terminate those portfolio managers without board or shareholder approval. In the
case of the Funds, however, day-to-day investment decisions are not made by
HIFSCO. Instead, HIFSCO selects, supervises, evaluates and, if necessary,
terminates Sub-Advisers that make those day-to-day investment decisions.
Management believes that permitting HIFSCO to perform these services, without
incurring the delay and expense involved with obtaining shareholder approval of
new Sub-Advisory Agreements or material amendments to existing Sub-Advisory
Agreements, is appropriate and in the best interest of each Fund's shareholders
and will allow each Fund to operate more efficiently.
If shareholders approve this proposal, when an existing Sub-Advisory
Agreement is amended in any material respect, or when a new Sub-Adviser for
29
a Fund is retained by HIFSCO, shareholders will not be required to approve the
amendment or new Sub-Advisory Agreement between HIFSCO and that Sub-Adviser. The
Boards of Directors (including a majority of the directors who are not parties
to the contract or interested persons of any such party) will continue to
approve new contracts between HIFSCO and a Sub-Adviser as well as changes to
existing contracts. The requested relief will not apply to the advisory
agreements between HIFSCO and the Companies, and material changes to those
agreements will continue to require approval of shareholders. In addition,
HIFSCO will not enter into a sub-advisory agreement with a sub-adviser that is
an "affiliated person," as defined in the 1940 Act, of the Companies or HIFSCO,
other than by reason of serving as a sub-adviser to one or more of the Funds (an
"Affiliated Sub-Adviser"), without that sub-advisory agreement being approved by
the applicable Fund's shareholders.
If the proposal is approved, the Companies will also be permitted, in a
situation in which there is more than one Sub-Adviser to a Fund, to disclose in
its prospectus, statement of additional information, financial statements and
certain other documents only (i) fees paid to HIFSCO and any Affiliated
Sub-Adviser by that Fund, (ii) aggregate fees paid by HIFSCO to the Sub-Advisers
of that Fund, other than Affiliated Sub-Advisers, and (iii) fees paid by HIFSCO
to any Affiliated Sub-Adviser ("Aggregate Fee Disclosure"). Therefore, in such a
situation a Company would not have to disclose separately the fees paid by
HIFSCO to a particular Sub-Adviser, other than an Affiliated Sub-Adviser.
If this proposal is approved, each Company and HIFSCO will adhere to the
following conditions specified in the Order:
(1) Before a Fund may rely on the Order, the operation of the Fund in
the manner described in this Proxy Statement must be approved by a majority
of the outstanding voting securities of the Fund (or, if the Fund serves as
a funding medium for any sub-account of a registered separate account,
pursuant to voting instructions provided by the unitholders of the
sub-account), as defined in the 1940 Act.
(2) Any Fund relying on the Order must disclose in its prospectus the
existence, substance and effect of the Order. In addition, any Fund relying
on the Order must hold itself out to the public as employing the management
structure described in the exemptive application. The prospectus must
prominently disclose that HIFSCO has ultimate responsibility (subject to
oversight by the Board of Directors) to oversee the Sub-Advisers and
recommend their hiring, termination and replacement. This information will
include Aggregate Fee Disclosure and any change in such disclosure caused
by the addition of a new Sub-Adviser. HIFSCO will meet this condition by
providing the shareholders with an information
30
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
will be furnished all information about the new Sub-Adviser or Sub-Advisory
Agreement that would be included in a proxy statement, except that the fee
disclosure will be as noted above in the case of Funds with more than one
Sub-Adviser. This information will include Aggregate Fee Disclosure and any
change in such disclosure caused by the addition of a new Sub-Adviser.
HIFSCO will meet this condition by providing the shareholders with an
information statement meeting the requirements of Regulation 14C, Schedule
14C and Item 22 of Schedule 14A under the Securities Exchange Act of 1934,
except as modified by the order to permit Aggregate Fee Disclosure.
(4) HIFSCO will not enter into a Sub-Advisory Agreement with any
Affiliated Sub-Adviser without that Sub-Advisory Agreement, including the
compensation to be paid thereunder, being approved by the Fund's
shareholders.
(5) At all times, a majority of the Board of Directors will be persons
who are not "interested persons" of the Company (as defined in Section
2(a)(19) of the 1940 Act) and the nomination of new or additional
non-interested directors will be at the discretion of the then-existing
non-interested directors.
(6) When a Sub-Adviser change is proposed for a Fund with an
Affiliated Sub-Adviser, the Board, including a majority of the non-
interested directors, will make a separate finding, reflected in the
Board's minutes, that the change is in the best interests of the Fund and
its shareholders and does not involve a conflict of interest from which
HIFSCO or the Affiliated Sub-Adviser derives an inappropriate advantage.
(7) HIFSCO will provide general management services to the Companies
and the Funds, including overall supervisory responsibility for the general
management and investment of each Fund's security portfolio, and, subject
to review and approval by the Boards, will (a) set each Fund's overall
investment strategies; (b) evaluate, select and recommend Sub-Advisers to
manage all or a part of a Fund's assets; (c) allocate and, when
appropriate, reallocate a Fund's assets among multiple Sub-Advisers; (d)
monitor and evaluate the investment performance of Sub-Advisers; and (e)
implement procedures reasonably designed to ensure that the Sub-Advisers
comply with the relevant Fund's investment objective, policies and
restrictions.
31
(8) No director or officer of the Companies or HIFSCO will own
directly or indirectly (other than through a pooled investment vehicle that
is not controlled by such person) any interest in any Sub-Adviser except
for (a) ownership of interests in HIFSCO or any entity that controls, is
controlled by or is under common control with HIFSCO; or (b) ownership of
less than 1% of the outstanding securities of any class of equity or debt
of a publicly-traded company that is either a Sub-Adviser or an entity that
controls, is controlled by or is under common control with a Sub-Adviser.
(9) The Companies will disclose in their registration statements the
modified fee disclosure discussed above.
(10) Independent counsel knowledgeable about the 1940 Act and the
duties of non-interested directors will be engaged to represent the non-
interested directors of the Companies. The selection of such counsel will
be within the discretion of the then-existing non-interested directors.
(11) HIFSCO will provide the Boards of Directors, no less often than
quarterly, with information about HIFSCO's profitability on a per-Fund
basis. Such information will reflect the impact on profitability of the
hiring or termination of any Sub-Adviser during the applicable quarter.
(12) Whenever a Sub-Adviser is hired or terminated, HIFSCO will
provide the Boards of Directors with information showing the expected
impact on HIFSCO's profitability.
If the proposal is approved, HIFSCO will have the ability, subject to the
approval of the Boards, to hire and terminate Sub-Advisers to the Funds and to
change materially the terms of the Sub-Advisory Agreements, including the
compensation paid to the Sub-Advisers, without the approval of the shareholders
of the Funds. Such changes in Sub-Advisory Agreements would not increase the
fees paid by a Fund, and therefore there will be no increase in the fees paid by
shareholders for investment advisory services since sub-advisory fees are paid
by HIFSCO out of its advisory fee and are not additional charges to a Fund.
While HIFSCO expects its relationships with the Sub-Advisers to the Funds
to be long-term and stable over time, approval of this proposal will permit
HIFSCO to act quickly in situations where HIFSCO and the Boards believe that a
change in Sub-Advisers or to a Sub-Advisory Agreement, including any fee paid to
a Sub-Adviser, is warranted. This proposal will eliminate the delay of convening
a meeting of shareholders to approve the retention of Sub-Advisers or changes to
a Sub-Advisory Agreement.
The Board of Directors of each Company recommends that the shareholders of
each Fund vote to approve this proposal. Adoption of the proposal by a Fund
requires the favorable vote of a majority of the outstanding shares of the
32
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 for the approval of the proposal.
PROPOSAL III
CHANGES TO FUNDAMENTAL INVESTMENT POLICIES
PROPOSED FOR ALL FUNDS EXCEPT THOSE LISTED IN FOOTNOTE (3)
(For purposes of the discussions regarding Proposal III, below,
the terms "Fund" and "Funds" shall refer to all Funds except those listed in
footnote (3), unless otherwise indicated.)
As described in the following proposals, HIFSCO has recommended to the
Boards of Directors, and the Boards of Directors are recommending to
shareholders, that certain fundamental investment policies of the Funds be
combined, eliminated or revised. The purpose of these proposals is to conform
the fundamental investment policies of these Funds to those of other funds
within the Hartford Fund Complex, to promote administrative convenience, to
update certain policies in light of market and regulatory changes, and to
provide increased investment flexibility. No material change in a Fund's
investment strategies or approaches is expected as a result of the proposed
changes to its fundamental investment policies. Each respective Board of
Directors has determined that these changes are in the best interests of each
Fund's shareholders and recommends that shareholders approve each of the
proposals.
BACKGROUND
Each Fund has adopted certain fundamental investment policies. A Fund's
fundamental investment policies can be changed only by shareholder vote. Some of
the Funds' fundamental investment policies were adopted in order to comply with
the requirements of the 1940 Act. Others were adopted in response to regulatory,
business or industry requirements or conditions that, in many cases, no longer
prevail. Since the Companies were organized, certain legal and regulatory
requirements applicable to investment companies have changed. As a result, some
of the Funds are currently subject to fundamental investment
- ---------------
(3) This proposal does NOT apply to The Hartford Capital Appreciation II Fund,
The Hartford Floating Rate Fund, The Hartford Global Communications Fund,
The Hartford Global Financial Services Fund, The Hartford Select MidCap
Growth Fund, and The Hartford Select MidCap Value Fund.
33
policies that are more restrictive than those required under present law or are
no longer required at all under present law. The proposed fundamental investment
policies reflect current regulatory and legal requirements under the 1940 Act,
and are designed to provide flexibility to respond to future legal, regulatory,
market or technical changes.
As explained in the discussion of the various sub-proposals, most of the
proposed changes to the Funds' fundamental investment policies will, if adopted,
result in fundamental investment policies that are substantively the same as the
current fundamental investment policies of the Funds. These changes are intended
to standardize the language of the fundamental investment policies among the
Hartford Fund Complex, and are not expected to result in any material change in
Fund operations.
Although the proposed amendments to the fundamental investment policies
will, in certain instances, give the Funds greater flexibility to respond to
future investment opportunities, the investment adviser does not anticipate that
the changes, individually or in the aggregate, with respect to a particular
Fund, will result at this time in a material change in the level of investment
risk associated with investment in any of the Funds. Nor does the investment
adviser expect that the proposed fundamental investment policies will,
individually or in the aggregate, with respect to a particular Fund, change
materially the manner in which the Fund is managed or operated. The specific
proposals, and HIFSCO's reasons for recommending them, are described below. Many
of the proposed revised fundamental investment policies are the same as those of
other funds in the Hartford Fund Complex.
The anticipated effect of implementing these proposals is a reduction in
the compliance burdens of monitoring, and ensuring compliance with, varying sets
of fundamental investment policies within the Hartford Fund Complex. If the
shareholders of a particular Fund do not approve a proposal, the Fund's existing
fundamental investment policy in question will remain in effect and the Fund's
Board of Directors will determine any further appropriate steps to be taken.
Attachment D to this Proxy Statement sets out the specific language of each
current fundamental investment policy proposed to be eliminated or revised,
along with the text of any proposed revision. Adjacent to the name of each Fund
identified in the caption of each sub-proposal, we have provided a
cross-reference to the relevant page(s) in Attachment D. The descriptions of
34
the proposed eliminations or revisions set out below are qualified in their
entirety by reference to Attachment D.
A. THE HARTFORD CAPITAL APPRECIATION FUND (D-10), THE HARTFORD DISCIPLINED
EQUITY FUND (D-10), THE HARTFORD GLOBAL HEALTH FUND (D-12), THE HARTFORD
GLOBAL TECHNOLOGY FUND (D-14), AND THE HARTFORD STOCK FUND (D-10) ONLY
(FOR PURPOSES OF THIS SECTION, THE TERM "FUND" OR "FUNDS" SHALL REFER
ONLY TO THOSE FUNDS LISTED ABOVE).
(I) PROPOSAL TO REVISE THE FUNDAMENTAL INVESTMENT POLICY REGARDING THE
ISSUING OF SENIOR SECURITIES.
(II) PROPOSAL TO REVISE THE FUNDAMENTAL INVESTMENT POLICY REGARDING THE
BORROWING OF MONEY.
If these two proposals are approved by the shareholders of the Funds, the
fundamental investment policies of each Fund regarding borrowing money and
issuing senior securities will be combined to read as follows:
The Fund will not borrow money or issue any class of senior
securities, except to the extent consistent with the Investment Company Act
of 1940, as amended, and the rules and regulations thereunder, or as may
otherwise be permitted from time to time by regulatory authority.
Each of these Funds is currently subject to a fundamental investment policy
prohibiting the Fund from (1) issuing senior securities and (2) borrowing money,
except from banks and then only if immediately after such borrowing there is
asset coverage of at least 300% as defined in the 1940 Act.
Under the 1940 Act, the Funds must have an investment policy describing
their ability to issue senior securities. A "senior security" is defined under
the 1940 Act as any bond, debenture, note or similar obligation constituting a
security and evidencing indebtedness. The 1940 Act generally prohibits an
open-end fund from issuing senior securities in order to limit the ability of an
investment company to use leverage. In general, an investment company uses
leverage when it borrows money to enter into securities transactions, or
acquires an asset without being required to make payment until a later point in
time.
SEC staff interpretations allow an investment company to engage in a number
of types of transactions that might otherwise be considered to create "senior
securities" or "leverage," provided certain conditions, designed to protect
investment company shareholders, are met. For example, some types of
transactions that may create a senior security include short sales, certain
options and future transactions, and reverse repurchase agreements. Other
securities transactions that obligate the investment company to pay money at a
future date to meet certain collateralization requirements may also create
"senior securities."
35
The proposed fundamental investment policy would clarify the Funds' ability
to engage in options, futures contracts, forward contracts and repurchase
transactions, and to make short sales as permitted under the 1940 Act and any
exemptions available by rule or order under the 1940 Act. The proposed
fundamental investment policy clarifies the Funds' ability to engage in certain
investment transactions which, while appearing to raise senior security
concerns, have been interpreted as not constituting the issuance of senior
securities under the federal securities laws. The proposed fundamental
investment policy has been drafted to provide flexibility for the Funds to
respond to legal, regulatory and market developments, including changes in the
SEC staff interpretations and procedures described above, without the expense
and delay associated with holding an additional shareholder meeting.
Additionally, the proposed fundamental policy regarding the issuance of senior
securities is intended to promote consistency among the fundamental investment
policies of the funds in the Hartford Fund Complex.
The 1940 Act requires investment companies to adopt a fundamental policy
with respect to the borrowing of money, which cannot be changed without
shareholder approval, and imposes certain limitations on borrowing activities of
investment companies. The limitations on borrowing are generally designed to
protect shareholders and their investments by restricting an investment
company's ability to subject its assets to any claims of creditors who might
have a claim to the investment company's assets or rights upon liquidation that
would take precedence over the claims of shareholders.
Under the 1940 Act, an investment company is permitted to borrow up to 5%
of its total assets from any person for temporary purposes, and also may borrow
from banks, provided that if borrowings exceed 5%, the investment company must
have assets totaling at least 300% of the borrowing when the amount of the
borrowing is added to the company's other assets. Thus, an investment company
may borrow, in the aggregate, from banks and others, amounts up to one-third
(33 1/3%) of its total assets (including those assets represented by the
borrowing). Investment companies may desire to borrow money to meet redemptions
while waiting for cash from sales of new shares or proceeds from the sale of
portfolio securities or to avoid being forced to sell portfolio securities. This
technique provides investment companies with greater flexibility to buy and sell
portfolio securities for investment or tax considerations, rather than because
of a need for short-term cash.
The proposed fundamental investment policy would provide that Funds may
borrow not only from banks, but from other parties as well, to the extent
permitted by the 1940 Act or any exemptions from the 1940 Act. The Funds'
greater flexibility to borrow may subject the Funds to additional costs, as well
as risks inherent in borrowing, such as reduced total return and increased
volatility of net asset value.
36
If the proposed fundamental investment policies on issuing senior
securities and borrowing are approved by the shareholders, the ability of a Fund
to engage in transactions involving the issuance of senior securities or to
engage in borrowings will remain subject to the Fund's non-fundamental
investment policies.
The Funds non-fundamental investment policies are intended to address
certain risks associated with the issuance of senior securities and borrowing
money.
Each of the Funds is currently subject to a non-fundamental investment
restriction prohibiting it from purchasing any security on margin (except that a
Fund may obtain such short-term credit as may be necessary for the clearance of
purchases and sales of portfolio securities). This policy does not apply to
margin arrangements in connection with futures contracts or related options. In
addition, each of the Funds is subject to a non-fundamental policy prohibiting
it from purchasing securities while outstanding borrowings exceed 5% of its
total assets, except for temporary or emergency purposes; provided, however,
that reverse repurchase agreements, dollar rolls, securities lending or other
investments or transactions described in a Fund's registration statement are not
deemed to be borrowings for purposes of this restriction. Although these
policies may be changed or eliminated by the Board of Directors without
shareholder approval, the Board of Directors has no current intention of doing
so. The Funds' investment adviser has no current intention of proposing any such
change to those non-fundamental investment restrictions.
If adopted by shareholders, this policy is not expected to alter the
investment practices of a Fund. The effectiveness of each of Proposals III(A)(i)
and (ii) is dependent upon the approval of both proposals. If shareholders
approve Proposal III(A)(i) but do not approve Proposal III(A)(ii), or approve
Proposal III(A)(ii) but do not approve Proposal III(A)(i), then neither proposal
will be effective.
A. THE HARTFORD SMALLCAP GROWTH FUND (D-3) ONLY. (FOR PURPOSES OF THIS
SECTION, THE TERM "FUND" SHALL REFER ONLY TO THE HARTFORD SMALLCAP
GROWTH FUND).
(III) PROPOSAL TO REVISE THE FUNDAMENTAL INVESTMENT POLICY REGARDING THE
BORROWING OF MONEY, ISSUING OF SENIOR SECURITIES, AND PURCHASING
SECURITIES ON MARGIN.
If this proposal is approved by the shareholders of this Fund, the Fund's
fundamental investment policy relating to the borrowing of money and issuance
37
of senior securities will be revised to read as follows, and its restriction on
purchasing securities on margin, if any, will be eliminated:
The Fund will not borrow money or issue any class of senior
securities, except to the extent consistent with the Investment Company Act
of 1940, as amended, and the rules and regulations thereunder, or as may
otherwise be permitted from time to time by regulatory authority.
The Fund is currently subject to a fundamental investment policy
prohibiting the Fund from purchasing securities on margin or otherwise borrowing
money or issuing senior securities, except that the Fund, in accordance with its
investment objectives and policies, may purchase securities on a when-issued and
delayed delivery basis, within the limitations set forth in the Prospectus and
Statement of Additional Information. The existing fundamental investment policy
provides that the Fund may obtain (1) short-term credit that it needs for
clearance of securities transactions and (2) borrow money from a bank as a
temporary measure to facilitate redemptions (but not for leveraging or
investment) in an amount that does not exceed 10% of the value of the Fund's
total assets. The fundamental investment policy also provides that the Fund may
not purchase any investment securities while outstanding bank borrowings
(including "roll" transactions) exceed 5% of the value of the Fund's total
assets.
Under the 1940 Act, the Fund must have an investment policy describing
their ability to issue senior securities. A "senior security" is defined under
the 1940 Act as any bond, debenture note or similar obligation constituting a
security and evidencing indebtedness. The 1940 Act generally prohibits an
open-end fund from issuing senior securities in order to limit the ability of an
investment company to use leverage. In general, an investment company uses
leverage when it borrows money to enter into securities transactions, or
acquires an asset, without being required to make payment until a later point in
time.
SEC staff interpretations allow an investment company to engage in a number
of types of transactions that might otherwise be considered to create "senior
securities" or "leverage," provided certain conditions, designed to protect
investment company shareholders, are met. For example, some types of
transactions that may create a senior security include short sales, certain
options and future transactions, and reverse repurchase agreements. Other
securities transactions that obligate the investment company to pay money at a
future date to meet certain collateralization requirements may also create
"senior securities."
The proposed fundamental investment policy would clarify the Fund's ability
to engage in options, futures contracts, forward contracts and repurchase
transactions, and to make short sales as permitted under the 1940 Act and any
exemptions available by rule or order under the 1940 Act. The proposed
fundamental investment policy clarifies the Fund's ability to engage in certain
38
investment transactions that, while appearing to raise senior security concerns,
have been interpreted as not constituting the issuance of senior securities
under the federal securities laws. The proposed fundamental investment policy
has been drafted to provide flexibility for the Fund to respond to legal,
regulatory and market developments, including changes in the SEC staff
interpretations and procedures described above, without the expense and delay
associated with holding an additional shareholder meeting. Additionally, the
proposed fundamental policy regarding the issuance of senior securities is
intended to promote consistency among the fundamental investment policies of the
Hartford Fund Complex.
The 1940 Act requires investment companies to adopt a policy, which cannot
be changed without shareholder approval, with respect to the borrowing of money
and imposes certain limitations on borrowing activities of investment companies.
The limitations on borrowing are generally designed to protect shareholders and
their investments by restricting an investment company's ability to subject its
assets to any claims of creditors who might have a claim to the investment
company's assets or rights upon liquidation that would take precedent over the
claims of shareholders.
Under the 1940 Act an investment company is permitted to borrow up to 5% of
its total assets from any person for temporary purposes, and also may borrow
from banks, provided that if borrowings exceed 5%, the investment company must
have assets totaling at least 300% of the borrowing when the amount of the
borrowing is added to the company's other assets. Thus, an investment company
may borrow, in the aggregate, from banks and others, amounts up to one-third
(33 1/3%) of its total assets (including those assets represented by the
borrowing). Investment companies may desire to borrow money to meet redemptions
while waiting for cash from sales of new shares or the proceeds from the sale of
portfolio securities or to avoid being forced to sell portfolio securities. This
technique provides investment companies with greater flexibility to buy and sell
portfolio securities for investment or tax considerations, rather than because
of a need for short-term cash.
The proposed fundamental investment policy would provide that the Fund may
borrow, from banks or any other permissible parties, to the extent permitted by
the 1940 Act or any exemptions therefrom. The current restriction confines the
Fund's permissible borrowing activities to borrowing for purposes of short-term
credit needed for clearance of securities transactions and borrowing from banks
as a temporary measure to facilitate redemptions (but not for leveraging or
investment) in an amount not to exceed 10% of the value of the Fund's total
assets. The proposed fundamental investment policy would expand the
circumstances under which the Fund may borrow to include any situations
permitted by the 1940 Act (for example, if the Fund intended to engage in
leverage). The fundamental policy on the use of margin would be eliminated
39
because the use of margin would be subsumed within the broader policy on
borrowing generally.
Since the proposed fundamental investment policy on borrowing would provide
the Fund with greater borrowing flexibility, the Fund may be subject to
additional costs, as well as the risks inherent in borrowing, such as reduced
total return and increased volatility of net asset value. The use of leverage
may subject the Fund to a greater risk of loss. The Fund also could be forced to
sell securities at inopportune times to repay loans.
This Fund is currently subject to a non-fundamental investment restriction
prohibiting it from purchasing any security on margin (except that the Fund may
obtain such short-term credit as may be necessary for the clearance of purchases
and sales of portfolio securities). That policy does not apply to margin
arrangements in connection with futures contracts or related options. In
addition, the Fund is subject to a non-fundamental policy prohibiting it from
purchasing securities while outstanding borrowings exceed 5% of its total
assets, except for temporary or emergency purposes; provided, however, that
reverse repurchase agreements, dollar rolls, securities lending or other
investments or transactions described in the Fund's registration statement are
not deemed to be borrowings for purposes of this restriction. Although these
policies may be changed or eliminated by the Board of Directors without
shareholder approval, the Board of Directors has no current intention of doing
so. In addition, the Fund's investment adviser has no current intention of
proposing any such change to those non-fundamental investment restrictions. If
adopted by shareholders, this policy is not expected to alter the investment
practices of this Fund.
B. THE HARTFORD SMALLCAP GROWTH FUND (D-2) ONLY. (FOR PURPOSES OF THIS
SECTION, THE TERM "FUND" SHALL REFER ONLY TO THE HARTFORD SMALLCAP
GROWTH FUND.) PROPOSAL TO ELIMINATE THE FUNDAMENTAL POLICY REGARDING THE
PLEDGING, MORTGAGING OR HYPOTHECATING OF ASSETS.
This Fund is currently subject to a fundamental investment policy providing
that the Fund will not "mortgage, pledge or hypothecate its assets, except in an
amount not exceeding 10% of the value of its total assets to secure temporary or
emergency borrowing." If the shareholders of the Fund approve this proposal,
this fundamental investment policy will be eliminated for the Fund and the Fund
will be permitted to pledge, mortgage and/or hypothecate its assets as permitted
under the 1940 Act.
The existing policy appears to have been adopted by the Fund in response to
state regulatory requirements that no longer apply. Although the Fund does not
currently intend to change its practices with respect to pledging or otherwise
encumbering its assets, HIFSCO believes it would be in the best interests of the
40
Fund to reserve the flexibility to permit the Fund to engage in these practices
to the extent permitted by applicable law.
Pledging or otherwise encumbering Fund assets entails certain risks. For
instance, the Fund could incur costs or encounter delays in recovering the
assets pledged or, in the event of the insolvency of the pledgee, the Fund might
not be able to recover some or all of the pledged assets. The elimination of the
existing fundamental investment policy would allow the Fund greater flexibility
to secure borrowings. With greater borrowing flexibility, the Fund may be
subject to additional costs, as well as the risks inherent in borrowing, such as
reduced total return and increased volatility of net asset value. Additionally,
the Fund may also be forced to sell securities at inopportune times to repay
loans.
The Fund is currently subject to a non-fundamental investment restriction
prohibiting it from pledging, mortgaging, or hypothecating its assets except to
the extent required to secure permitted borrowings. This limitation does not
apply to any segregated account, securities lending arrangement, reverse
purchase agreements or other assets in escrow and collateral arrangements with
respect to margin for futures contracts and related options.
Fundamental investment policies cannot be eliminated without shareholder
approval. HIFSCO has recommended to the Board of Directors that this policy be
eliminated. The 1940 Act does not require this policy to be fundamental, and the
existing non-fundamental investment policy could be changed by the Board of
Directors without shareholder approval if the directors deem the change to be in
the best interests of shareholders. HIFSCO has proposed these changes in order
to provide flexibility to conduct the investment program of the Fund in response
to changing market conditions and circumstances, consistent with applicable laws
in effect from time to time, without the expense and delay associated with
presenting the change to shareholders for approval at a shareholders' meeting.
The elimination of this policy is also intended to standardize the fundamental
investment policies among the Hartford Fund Complex.
The Board of Directors does not expect to use this flexibility frequently
and has no current intention of doing so. The Fund's investment adviser has no
current intention of proposing any such change to the non-fundamental investment
policy. However, the Board would be in a position to change the policy when a
change, in the directors' judgment, would be in the best interests of the Fund's
shareholders.
41
C. THE HARTFORD CAPITAL APPRECIATION FUND (D-7), THE HARTFORD DISCIPLINED
EQUITY FUND (D-7), THE HARTFORD GLOBAL HEALTH FUND (D-9), THE HARTFORD
GLOBAL TECHNOLOGY FUND (D-12), AND THE HARTFORD STOCK FUND (D-7) ONLY.
(FOR PURPOSES OF THIS SECTION, THE TERM "FUND" OR "FUNDS" SHALL REFER
ONLY TO THE FUNDS LISTED ABOVE.) PROPOSAL TO REVISE THE FUNDAMENTAL
POLICY REGARDING UNDERWRITING SECURITIES.
Each of these Funds has a fundamental investment policy prohibiting it from
underwriting securities issued by others, except to the extent that the sale of
portfolio securities by the Fund may be deemed to be an underwriting. If this
proposal is approved by shareholders, these Funds' fundamental investment policy
regarding underwriting will be amended and restated as follows:
The Fund will not act as an underwriter of securities of other
issuers, except to the extent that, in connection with the disposition of
portfolio securities, the Fund may be deemed an underwriter under
applicable laws.
Under the 1940 Act, a Fund's policies concerning underwriting are required
to be fundamental. Under the federal securities laws, a person or company
generally is considered an underwriter if it participates in the public
distribution of securities of other issuers, usually by purchasing the
securities from the issuer with the intention of re-selling the securities to
the public. Occasionally an investment company may purchase a security, for
investment purposes, that it later sells or redistributes to institutional
investors or others under circumstances where the investment company could
possibly be considered to be an underwriter under the technical definition of
"underwriter" contained in the securities laws. The proposed fundamental
investment policy is substantively the same as the current policy and is
intended to standardize the fundamental investment policies among the Hartford
Fund Complex. If adopted by shareholders, this policy is not expected to alter
the investment practices of the Funds.
D. THE HARTFORD CAPITAL APPRECIATION FUND (D-7), THE HARTFORD DISCIPLINED
EQUITY FUND (D-7), THE HARTFORD GLOBAL HEALTH FUND (D-10), THE HARTFORD
GLOBAL TECHNOLOGY FUND (D-12), THE HARTFORD SMALLCAP GROWTH FUND (D-2),
AND THE HARTFORD STOCK FUND (D-7) ONLY. (FOR PURPOSES OF THIS SECTION,
THE TERM "FUND" OR "FUNDS" SHALL REFER ONLY TO THE FUNDS LISTED ABOVE.)
PROPOSAL TO REVISE THE FUNDAMENTAL INVESTMENT POLICY REGARDING
INVESTMENTS IN REAL ESTATE OR INTERESTS THEREIN.
The Hartford SmallCap Growth Fund currently has a fundamental investment
policy that it will not invest in real estate, except that the Fund may invest
in securities issued by companies owning real estate or interests therein. The
Hartford Global Health Fund, The Hartford Global Technology Fund, The Hartford
Capital Appreciation Fund, The Hartford Stock Fund and The Hartford Disciplined
Equity Fund each currently has a fundamental investment
42
policy prohibiting it from purchasing or selling real estate, except that it may
(a) acquire or lease office space for its own use, (b) invest in securities of
issuers that invest in real estate or interests therein (e.g., real estate
investment trusts), (c) invest in securities that are secured by real estate or
interests therein, (d) purchase and sell mortgage-related securities, (e) hold
and sell real estate acquired by the Fund as a result of the ownership of
securities, and (f) invest in real estate limited partnerships. If shareholders
of the Funds approve this proposal, the Funds' fundamental investment policy
regarding investments in real estate and interests therein will be amended and
restated as follows:
The Fund will not purchase or sell real estate unless acquired as a
result of ownership of securities or other instruments, although it may
purchase securities secured by real estate or interests therein, or
securities issued by companies which invest in real estate or interests
therein.
Under the 1940 Act, a Fund must have an investment policy describing its
ability to purchase and sell real estate. The proposed fundamental investment
policy is substantively similar to the current policy of each of the Funds and
is intended to standardize the fundamental investment policies among the
Hartford Fund Complex. The current fundamental investment policy of the Funds
(except The Hartford SmallCap Growth Fund) states that the Fund may acquire or
lease office space for its own use. This language is eliminated in the proposed
fundamental policy because the acquisition or lease of office space for a Fund's
own use is not an investment practice and, thus, need not be addressed in the
Fund's investment policies. Each Fund will still be permitted to acquire or
lease office space for its own use if this proposal is adopted. If adopted by
the shareholders of a Fund, this policy is not expected to alter the investment
practices of the Fund.
E. THE HARTFORD CAPITAL APPRECIATION FUND (D-7), THE HARTFORD DISCIPLINED
EQUITY FUND (D-7), THE HARTFORD GLOBAL HEALTH FUND (D-10), THE HARTFORD
GLOBAL TECHNOLOGY FUND (D-12), THE HARTFORD SMALLCAP GROWTH FUND (D-2),
AND THE HARTFORD STOCK FUND (D-7) ONLY. (FOR PURPOSES OF THIS SECTION,
THE TERM "FUND" OR "FUNDS" SHALL REFER TO THE FUNDS LISTED ABOVE.)
PROPOSAL TO REVISE THE FUNDAMENTAL INVESTMENT POLICY REGARDING PURCHASES
AND SALES OF COMMODITIES AND COMMODITIES CONTRACTS.
The Hartford SmallCap Growth Fund is subject to a fundamental investment
policy that it will not invest in commodities or commodity contracts, other than
for hedging purposes only. The Hartford Capital Appreciation Fund, The Hartford
Disciplined Equity Fund, The Hartford Global Health Fund, The Hartford Global
Technology Fund, and The Hartford Stock Fund each currently is subject to a
fundamental investment policy providing that the Fund
43
will not invest in commodities or commodity contracts, except that it may invest
in currency and financial instruments and contracts that are commodities or
commodity contracts. If this proposal is approved by the shareholders of a Fund,
that Fund's fundamental investment policy relating to investments in commodities
or commodities contracts will be amended and restated to read as follows:
The Fund will not purchase or sell commodities or commodities
contracts, except that the Fund may purchase or sell financial futures
contracts, options on financial futures contracts and futures contracts,
forward contracts, and options with respect to foreign currencies, and may
enter into swap transactions or other financial transactions of any kind.
The proposed policy is substantively similar to the current fundamental
investment policies of all of the Funds, except The Hartford SmallCap Growth
Fund. All of the Funds, except The Hartford SmallCap Growth Fund, are already
permitted to invest in financial commodities and financial commodities futures
under their current policies. The Hartford SmallCap Growth Fund, unlike the
other Funds, is not currently permitted to invest in financial commodities and
financial commodities futures for purposes other than hedging under its
fundamental policy. If adopted, the revised fundamental investment policy would
permit The Hartford SmallCap Growth Fund to invest in financial commodities and
financial commodities futures. The proposed policy change is intended to
standardize the fundamental investment policies within the Hartford Fund
Complex. For that Fund, the change in policy could entail some new risks, as
discussed below. The 1940 Act requires that a fund state as a fundamental
investment policy the extent to which it may engage in the purchase and sale of
commodities. At the time the 1940 Act was enacted, the term "commodities" was
understood to refer principally to physical commodities such as agricultural
products, precious and base metals, oil and gas, and the like. Since that time,
however, a variety of new financial contracts and instruments, such as interest
rate, currency, and securities index futures contracts, have been created which
may be considered to be "commodities" for regulatory purposes.
The Funds do not intend to materially change their current practices with
respect to investments in commodities, although the proposed policy would allow
the Funds more flexibility with regard to investments in commodities or
commodities contracts. For example, the use of such instruments would no longer
be limited to hedging purposes. The use by the Funds of financial futures
contracts and other financial instruments (including those that would be
permitted under the proposed policy) entails certain risks, including the risk
that the Funds' portfolio managers may be unable to forecast market and currency
exchange rate movements accurately. Should markets or exchange rates move in an
unexpected manner, a Fund may not achieve the anticipated
44
benefits of the financial instruments or may realize losses and thus be in a
worse position than if such financial instruments had not been used. In
addition, the imperfect correlation between movements in the prices or values of
financial instruments and movements in the prices of any securities or
currencies hedged using such instruments or used for cover may result in
unanticipated losses. A Fund's ability to dispose of or close out its positions
in financial instruments will depend on the availability of liquid markets in
such instruments. A Fund may be unable to dispose of a financial instrument, or
otherwise to close out its position in a financial instrument, at a time or
price its portfolio manager considers desirable, and so may be unable to realize
a gain on such a financial instrument or limit a loss on such a financial
instrument at a desired time or price.
Each of the Funds is subject to a non-fundamental investment policy
prohibiting it from entering into a stock index futures contract, or acquiring
related options, if initial margin deposits on the open futures position, plus
the sum of premium payments for all unexpired options on stock index futures
contracts, would exceed 5% of the Fund's total assets. Although this policy may
be changed or eliminated by the Boards of Directors without shareholder
approval, the Boards of Directors have no current intention of doing so. The
Funds' investment adviser has no current intention of proposing any such change
to the non-fundamental investment policy.
F. THE HARTFORD CAPITAL APPRECIATION FUND (D-8), THE HARTFORD DISCIPLINED
EQUITY FUND (D-8), AND THE HARTFORD STOCK FUND (D-8) ONLY. (FOR PURPOSES
OF THIS SECTION, THE TERM "FUND" OR "FUNDS" SHALL REFER TO THE FUNDS
LISTED ABOVE.) PROPOSAL TO REVISE THE FUNDAMENTAL INVESTMENT POLICY
REGARDING THE DIVERSIFICATION OF INVESTMENTS.
Each of these Funds is currently subject to a fundamental investment policy
that, with respect to 75% of the Fund's total assets, the Fund will not purchase
securities of an issuer (other than cash, cash items or securities issued or
guaranteed by the U.S. Government, its agencies, instrumentalities or
authorities), if (a) such purchase would cause more than 5% of the Fund's total
assets taken at market value to be invested in the securities of such issuer; or
(b) such purchase would at the time result in more than 10% of the outstanding
voting securities of such issuer being held by the Fund. If this proposal is
approved by the shareholders of a Fund, that Fund's fundamental investment
policy relating to diversification of investments will be amended and restated
as follows:
The Fund has elected to be classified as a diversified open-end
management investment company.
In order to be classified a "diversified" investment company under Section
5(b)(l) of the 1940 Act, an investment company must limit the amount of
45
an issuer's voting securities it holds in accordance with that Section. The
Funds are currently classified as diversified funds under the 1940 Act, and they
adopted, as a fundamental investment policy, a restriction based on the language
of Section 5(b)(1). Although the 1940 Act effectively requires a fund that
elects to be classified as "diversified" to have a fundamental policy regarding
investment diversification, the 1940 Act does not require the policy to
incorporate the specific statutory elements of diversification into the language
of the policy. Revising the policy so that it refers to the statutory standard
without specifying its individual elements would allow the Fund to adapt to any
changes in the statutory elements without amending its policy.
This nonsubstantive revision of this fundamental investment policy will not
affect the classification of these Funds as "diversified" under Section 5(b)(l)
of the 1940 Act and is not intended to change the investment practices of the
Funds. Rather, the revision of the current policy should allow these Funds to
remain "diversified" despite any future amendments or changes to the definition
of "diversified" investment company under Section 5(b)(1), without having to
seek shareholder approval.
G. FOR ALL FUNDS EXCEPT THE HARTFORD GLOBAL HEALTH FUND AND THE HARTFORD
GLOBAL TECHNOLOGY FUND, (FOR PURPOSES OF THIS SECTION, THE TERM "FUND"
OR "FUNDS" SHALL REFER TO THE FUNDS IDENTIFIED UNDER EACH OF THE THREE
SUB-HEADINGS BELOW.) PROPOSAL TO REVISE THE FUNDAMENTAL INVESTMENT
POLICY REGARDING INVESTMENT CONCENTRATIONS WITHIN A PARTICULAR INDUSTRY.
Each of the Funds is subject to a fundamental investment policy providing
that the Fund will not invest 25% or more of its total assets in the securities
of one or more issuers conducting their principal business activities in the
same industry. The fundamental policy states that this limitation does not apply
to investments in U.S. government securities.
Under the 1940 Act, a Fund must have an investment policy describing its
ability to concentrate its investments within the meaning of the 1940 Act. The
proposed fundamental investment policies are substantially similar to the
current policies of the respective Funds and are intended to standardize the
fundamental investment policies among certain of the Hartford Fund Complex. The
additional language regarding "loans" and "borrowers" has been added in order to
clarify that, to the extent a Fund is permitted to invest in loans that are not
securities, investments in such loans will be considered in calculating whether
more than 25% of a Fund's total assets are invested in companies whose principal
business activities are in the same industry. If adopted by the
46
shareholders, this policy is not expected to alter the investment practices of
the Funds.
THE FUNDS OF FUNDS. (The Hartford Aggressive Growth Allocation Fund (D-14),
The Hartford Balanced Allocation Fund (D-14), The Hartford Conservative
Allocation Fund (D-14), The Hartford Growth Allocation Fund (D-14) and The
Hartford Income Allocation Fund (D-14)). If this proposal is approved by the
shareholders of the Funds of Funds, the fundamental policy of each Fund of Funds
relating to the concentration of investments will be amended and restated as
follows:
The Fund will not purchase the securities or loans of any issuer or
borrower (other than securities or loans issued or guaranteed by the U.S.
government or any of its agencies or instrumentalities) if, as a result,
more than 25% of the Fund's total assets would be invested in the
securities or loans of companies whose principal business activities are in
the same industry; except that the Fund may invest more than 25% of its
assets in any one Underlying Fund.
For purposes of this fundamental investment policy, each Fund of Funds
treats the assets of the Underlying Funds in which it invests as its own.
THE TAX-FREE FUNDS. (The Hartford Tax-Free California Fund (D-15), The
Hartford Tax-Free National Fund (D-5), The Hartford Tax-Free New York Fund
(D-15) and The Hartford Tax-Free Minnesota Fund (D-5)). If this proposal is
approved by the shareholders of the Tax-Free Funds, the fundamental policy of
each Fund relating to the concentration of investments will be amended and
restated as follows:
The Fund will not purchase the securities or loans of any issuer or
borrower (other than securities or loans issued or guaranteed by the U.S.
government or any of its agencies or instrumentalities) if, as a result,
more than 25% of the Fund's total assets would be invested in the
securities or loans of companies whose principal business activities are in
the same industry; except that the Fund may invest more than 25% of its
assets in any one Underlying Fund. . . . [T]ax exempt securities are not
subject to this limitation unless they are backed by the assets and
revenues of non-governmental issuers; this limitation will not apply to tax
exempt securities that have been refunded with U.S. government securities.
ALL OTHER FUNDS. (For ALL Funds listed in Footnote (4)). If this proposal
is approved by the shareholders of a Fund, the fundamental policy of such Fund
- ---------------
(4) For The Hartford SmallCap Growth Fund (D-1); The Hartford Growth Fund, The
Hartford Growth Opportunities Fund, The Hartford U.S. Government Securities
Fund, and The Hartford Value Opportunities Fund (D-4);
47
relating to the concentration of investments will be amended and restated
as follows:
The Fund will not purchase the securities or loans of any issuer or
borrower (other than securities or loans issued or guaranteed by the U.S.
government or any of its agencies or instrumentalities) if, as a result,
more than 25% of the Fund's total assets would be invested in the
securities or loans of companies whose principal business activities are in
the same industry.
H. THE HARTFORD SMALLCAP GROWTH FUND (D-2, D-3) ONLY. (FOR PURPOSES OF THIS
SECTION, THE TERM "FUND" SHALL REFER ONLY TO THE HARTFORD SMALLCAP
GROWTH FUND.)
(I) PROPOSAL TO ELIMINATE THE FUNDAMENTAL POLICY REGARDING PURCHASES
FROM AND SALES TO OFFICERS, DIRECTORS AND EMPLOYEES.
(II) PROPOSAL TO ELIMINATE THE FUNDAMENTAL POLICY REGARDING SECURITIES
TRADING ACCOUNTS.
The Fund is currently subject to a fundamental investment policy providing
that the Fund will not purchase from or sell to any officer, director, or
employee of the Fund, or its adviser or underwriter, or any of their officers or
directors, any securities other than shares of the Fund's common stock. If the
shareholders of the Fund approve this proposal, the noted policy will be
eliminated. Under the 1940 Act, the Fund is not required to have an investment
policy regarding purchases from and sales to officers, directors and employees.
None of the other funds in the Hartford Fund Complex has such an investment
policy. The restriction appears to be derived from existing prohibitions under
applicable law against principal transactions between the Fund and certain
affiliated persons.
The Fund is also currently subject to a fundamental investment policy
providing that the Fund will not "participate on a joint or a joint and several
- ---------------
The Hartford Capital Appreciation Fund, The Hartford Disciplined Equity
Fund, and The Hartford Stock Fund (D-6); and The Hartford Advisers Fund, The
Hartford Dividend and Growth Fund, The Hartford Equity Income Fund, The
Hartford Focus Fund, The Hartford Global Leaders Fund, The Hartford High
Yield Fund, The Hartford Income Fund, The Hartford Inflation Plus Fund, The
Hartford International Capital Appreciation Fund, The Hartford International
Opportunities Fund, The Hartford International Small Company Fund, The
Hartford MidCap Fund, The Hartford MidCap Value Fund, The Hartford Money
Market Fund, The Hartford Short Duration Fund, The Hartford Small Company
Fund, The Hartford Total Return Bond Fund, and The Hartford Value Fund
(D-13).
48
basis in any securities trading account." If the shareholders of the Fund
approve this proposal, the noted policy will be eliminated. Under the 1940 Act,
the Fund is not required to have an investment policy regarding securities
trading accounts. None of the other funds in the Hartford Fund Complex has such
a restriction. Under certain circumstances, participation in joint trading
accounts may be beneficial to a Fund, resulting in potentially lower trading
costs and better execution. Participation in a joint trading account with
affiliated persons of a Fund requires exemptive relief from the SEC, which has
previously been obtained by the Hartford Fund Complex. Elimination of the
existing policy would allow this Fund to participate in joint or joint and
several securities trading accounts with other affiliated funds to the extent
permissible under applicable law (including any exemptive relief granted by the
SEC to the Fund).
The elimination of these fundamental policies is not intended to materially
change the investment practices of the Fund. These changes are intended to
reduce administrative burdens by eliminating fundamental policies that are not
required and are not expected to apply to other funds in the Hartford Fund
Complex. In addition, HIFSCO has proposed these changes in order to provide
flexibility to conduct the investment program of the Fund in response to
changing market conditions and circumstances consistent with applicable laws in
effect from time to time, and the Board of Directors has deemed such changes to
be in the best interests of the Fund's shareholders. The approval of Proposal
III(H)(i) is effective regardless of whether Proposal III(H)(ii) is approved,
and the approval of Proposal III(H)(ii) is effective regardless of whether
Proposal III(H)(i) is approved.
I. THE HARTFORD CAPITAL APPRECIATION FUND (D-6), THE HARTFORD DISCIPLINED
EQUITY FUND (D-6), THE HARTFORD GLOBAL HEALTH FUND (D-9), THE HARTFORD
GLOBAL TECHNOLOGY FUND (D-11), THE HARTFORD SMALLCAP GROWTH FUND (D-2),
AND THE HARTFORD STOCK FUND (D-6) ONLY. (FOR PURPOSES OF THIS SECTION,
THE TERM "FUND" OR "FUNDS" SHALL REFER TO THE FUNDS LISTED ABOVE.)
PROPOSAL TO REVISE THE FUNDAMENTAL POLICY REGARDING THE MAKING OF LOANS.
This proposal would not result in a substantive change in the fundamental
investment policy for any of the Funds except the Hartford SmallCap Growth Fund.
For that Fund, the change could entail certain new risks, as described below.
The Hartford SmallCap Growth Fund currently has a fundamental investment
policy prohibiting the Fund from making loans to other persons. The Fund's
fundamental investment policy provides that repurchase agreements, the lending
of securities, and the acquiring of debt in accordance with the Prospectus and
Statement of Additional Information are not to be considered
49
"loans" for this purpose. The Hartford Global Health Fund, The Hartford Global
Technology Fund, The Hartford Capital Appreciation Fund, The Hartford Stock Fund
and The Hartford Disciplined Equity Fund each has a fundamental investment
restriction prohibiting it from making loans, except through (a) the purchase of
debt obligations in accordance with the Fund's investment objective and
policies, (b) repurchase agreements with banks, brokers, dealers, and other
financial institutions, and (c) loans of cash or securities as permitted by
applicable law. If shareholders of a Fund approve this proposal, the Fund's
fundamental policy regarding loans will be amended and restated as follows:
The Fund will not make loans, except to the extent consistent with the
Investment Company Act of 1940, as amended, and the rules and regulations
thereunder, or as may otherwise be permitted from time to time by
regulatory authority.
Under the 1940 Act, an investment company must have an investment policy
describing its ability to make loans to other persons or entities. SEC staff
interpretations of the 1940 Act generally prohibit funds from lending more than
one-third of their total assets, except through the purchase of debt obligations
and the use of repurchase agreements. Under certain circumstances, certain
investment techniques, such as investing in debt securities, may be considered
to be loans. The proposed fundamental investment policy is similar in substance
to the one currently in place for each Fund and would impose no limitations on a
Fund's lending other than those imposed by the 1940 Act and applicable
regulation. The proposal is intended to standardize the fundamental investment
policies among the Hartford Fund Complex and to maximize the ability of the
Funds to respond to regulatory changes.
When a Fund makes a loan, it takes the risk that the person or entity to
which it makes the loan will be unable or unwilling to repay the loan. Any such
failure to repay a loan or any delay in repaying a loan would likely result in a
loss to the Fund. When the Fund lends its portfolio securities to another party,
the Fund has the potential to increase its current income while retaining the
securities' potential for capital appreciation. Such loans are at all times
secured by cash or other collateral and involve some risk to the Fund if the
other party should default on its obligation to return the securities or to make
related payments. If the other party should become involved in bankruptcy
proceedings, the Fund may encounter a delay in recovery of or even a loss of
rights in the collateral.
If adopted by shareholders, this policy is not expected to alter the
investment practices of the Funds. If the staff alters its current positions
regarding portfolio lending to permit more flexibility, the proposed policy
would
50
allow the Funds increased flexibility in portfolio lending without seeking
shareholder approval.
J. THE HARTFORD SMALLCAP GROWTH FUND (D-3) ONLY. (FOR PURPOSES OF THIS
SECTION, THE TERM "FUND" SHALL REFER ONLY TO THE HARTFORD SMALLCAP
GROWTH FUND.) PROPOSAL TO ELIMINATE THE FUNDAMENTAL POLICY REGARDING
SHORT SALES.
The Fund is subject to a fundamental investment policy that it will not
make short sales, except for sales "against the box." If the shareholders
approve this proposal, this fundamental investment policy will be eliminated for
the Fund and the Fund will be permitted to engage in short sales in accordance
with the provisions of the 1940 Act.
Currently, funds may engage in short sales of securities only in limited
circumstances under the 1940 Act. A short sale involves the Fund's sale of a
security that the Fund does not own, which is borrowed from a broker or other
institution to complete the sale. The Fund is obligated to return securities of
the same issue and quantity at a future date and realizes a profit or loss
depending upon whether the market price of the security decreases or increases
between the date of the short sale and the date on which the Fund must return
the borrowed securities unless the short sale is made "against the box." A short
sale is "against the box" to the extent that the Fund contemporaneously owns or
has the right to obtain securities identical to those sold short at no added
cost. If the shareholders of the Fund approve this proposal, the noted policy
will be eliminated, thereby permitting the Fund to engage in all permissible
short sales. Under current federal regulatory interpretations, a Fund must
segregate certain of its assets to cover its exposure arising from short sales,
effectively limiting the amount of a Fund's short sales. This segregation
requirement does not apply to short sales against the box.
The Fund's use of short sales involves certain risks, including potential
losses if the market price of the security sold short increases between the date
when the Fund enters into the short position and the date when the Fund closes
the short position. The value of a particular borrowed security can increase
without limitation, and the Funds potentially could realize losses with respect
to short sales (other than those which are "against the box") that would be
significantly greater than the value of the securities at the time they are sold
short.
Although the proposed elimination of this fundamental investment policy by
the Fund would allow it to engage in all types of short sales, the Fund does not
currently intend to do so. The Fund is currently subject to a non-fundamental
investment restriction prohibiting it from selling securities short or
maintaining a short position, except for short sales against the box. Although
this policy may be changed or eliminated by the Board of Directors without
51
shareholder approval, the Board of Directors has no current intention of doing
so. The Fund's investment adviser has no current intention of proposing any such
change to that non-fundamental investment restriction.
HIFSCO has recommended to the Board of Directors that this policy be
eliminated in order to provide flexibility to conduct the investment program of
the Fund in response to changing market conditions and circumstances consistent
with applicable laws in effect from time to time, without the expense and delay
associated with presenting the change to shareholders for approval at a
shareholders' meeting. The proposed change would provide the Fund with
additional flexibility in pursuit of its investment objectives and would bring
its fundamental investment policies in line with the other members of the
Hartford Fund Complex.
K. THE HARTFORD GLOBAL HEALTH FUND (D-9) AND THE HARTFORD GLOBAL TECHNOLOGY
FUND (D-11) ONLY. (FOR PURPOSES OF THIS SECTION, THE TERM "FUND" OR
"FUNDS" SHALL REFER ONLY TO THE FUNDS LISTED ABOVE.) PROPOSAL TO REVISE
THE FUNDAMENTAL POLICY REGARDING INVESTMENTS WITHIN CERTAIN INDUSTRIES.
Each of The Hartford Global Health Fund and The Hartford Global Technology
Fund focuses its investments in a particular industry sector. The proposed
fundamental investment policies are substantially similar to the current
policies. If adopted by the shareholders of a Fund, these policies are not
expected to alter the investment practices of a Fund. A Fund that concentrates
its investments in a particular industry or industries could be exposed to
greater risk to the extent that the particular industry or industries in which
it concentrates experiences adverse changes, and it may be more volatile than
one whose investments are more broadly distributed among industries.
THE HARTFORD GLOBAL HEALTH FUND. The current fundamental investment policy
of The Global Health Fund states that the Fund normally invests at least 25% of
its total assets, in the aggregate, in the following industries:
pharmaceuticals, medical products, and health services. The Fund proposes to
modify its fundamental policy to reflect industry groupings more precisely. If
the Fund's shareholders approve this proposal, this fundamental policy will be
revised to include "biotechnology" in the description of the industries in which
the Fund invests. The modified policy would read as follows:
The Hartford Global Health Fund will normally invest at least 25% of
its total assets, in the aggregate, in the following industries:
pharmaceuticals and biotechnology, medical products, and health services.
The Hartford Global Health Fund is subject to certain risks due to its
investments in the health sector. Health care products and services are
generally subject to government regulation, and changes in laws or regulations
52
could adversely impact the market value of those securities and the Fund's
overall performance. Lawsuits and regulatory proceedings brought against the
issuers of securities could also adversely impact the market value of securities
and the Fund's overall performance. Companies in the biotechnology industry are
subject to similar risks, and can be significantly affected by patent
considerations, intense competition, rapid technological change and
obsolescence, and government regulation.
THE HARTFORD GLOBAL TECHNOLOGY FUND. The current fundamental investment
policy of The Hartford Global Technology Fund states that the Fund normally
invests at least 25% of its total assets, in the aggregate, in the following
industries: computers and computer equipment, software and computer services,
electronics, and communication equipment. If the Fund's shareholders approve
this proposal, this fundamental policy will be revised to include "technology
hardware and equipment" and "technology-related commercial services and
supplies" in the description of the industries in which the Fund invests. The
proposed change is intended to reflect that the Fund may invest in certain
technology-related or technology-driven companies that are deemed "commercial
services and supplies" under certain industry classification systems. The
modified policy would read as follows:
The Hartford Global Technology Fund will normally invest at least 25%
of its total assets, in the aggregate, in the following industries:
technology hardware and equipment, software and computer services,
electronics, communication equipment, and technology-related commercial
services and supplies.
The Hartford Global Technology Fund is subject to certain risks due to its
investments in the technology sector. Competition in the sector may cause
technology companies to cut prices significantly, which can adversely affect the
profitability of companies that make up the Fund's portfolio. In addition,
because of rapid technological developments, products or services that are
offered by technology companies may become obsolete or may be produced for a
relatively short time, which could adversely affect the price of securities of
issuers in the sector. Issuers in the technology hardware and commercial
services and supplies industries are subject to many of the same risks. In
addition, issuers in the commercial services and supplies industries can be
significantly affected by the ability to attract and retain skilled employees,
and the risk that business organizations may seek alternative, cost-effective
means to meet their needs.
RECOMMENDED SHAREHOLDER ACTION AND REQUIRED VOTE.
The Boards of Directors recommend that shareholders vote for each of the
foregoing proposals. Approval by a Fund of the foregoing proposals requires the
53
affirmative vote of a "majority of the outstanding voting securities" of the
Fund (as defined in the 1940 Act), which means the affirmative vote of the
lesser of (1) more than 50% of the outstanding shares of the Fund or (2) 67% or
more of the shares of the Fund present at a meeting if more than 50% of the
outstanding shares of the Fund are represented at the meeting in person or by
proxy. Approval by the shareholders of any of the individual items of this
Proposal III will be effective regardless of the outcome of shareholder voting
in connection with Proposals I or II or any of the other items of this Proposal
III, except as described above with respect to Proposals III(A)(i) and
III(A)(ii).
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Upon the recommendation of the Audit Committees, the Boards selected the
firm of Ernst & Young LLP ("E&Y") as independent registered public accounting
firm of the Companies for the fiscal year ending October 31, 2005. E&Y served as
independent registered public accounting firm of the Companies for the fiscal
years ended October 31, 2003 and 2004.
The Board of Directors for each Company has adopted and approved a formal
written charter for its Audit Committee, which sets forth the Audit Committee's
current responsibilities. The Audit Committees review both the audit and
non-audit work of the Companies' independent registered public accounting firm,
submit recommendations to the Boards as to the selection of the independent
registered public accounting firm, and pre-approve (i) all audit and non-audit
services to be rendered by the independent registered public accounting firm for
the Companies, (ii) all audit services provided to HIFSCO, or any affiliate
thereof that provides ongoing services to the Companies, relating to the
operations and financial reporting of the Companies, and (iii) all non-audit
services relating to the operations and financial reporting of the Companies,
provided to HIFSCO, or any affiliate thereof that provides ongoing services to
the Companies by any independent registered public accounting firm with an
ongoing relationship with the Companies.
AUDIT FEES. The aggregate fees billed by E&Y for professional services
rendered for the audit of The Hartford Mutual Funds, Inc.'s annual financial
statements for the fiscal years ended October 31, 2003 and 2004 were $386,894
and $448,985, respectively. The aggregate fees billed by E&Y for professional
services rendered for the audit of The Hartford Mutual Funds II, Inc.'s annual
financial statements for the fiscal years ended October 31, 2003 and 2004 were
$100,306 and $98,215, respectively.
AUDIT-RELATED FEES. No fees were billed by E&Y for professional services
rendered that are related to the audit of the Companies' annual financial
statements but not reported under "Audit-Fees" above for the fiscal years ended
October 31, 2003 and 2004. Aggregate fees in the amount of $35,750 and
54
$37,500 for the fiscal years ended October 31, 2003 and 2004, respectively, were
billed by E&Y to HIFSCO, or an affiliate thereof that provides ongoing services
to the Companies, relating to the operations and financial reporting of the
Companies. These fees relate to an annual review of internal controls, as
required by regulation, for Hartford Administrative Services Company ("HASCO"),
an affiliate which provides transfer agency services to the Companies and over
30 other mutual funds in the Hartford Fund Complex.
TAX FEES. The aggregate fees billed by E&Y for professional services
rendered for tax compliance, tax advice, and tax planning to The Hartford Mutual
Funds, Inc. for the fiscal years ended October 31, 2003 and 2004 were $69,088
and $81,641, respectively. The aggregate fees billed by E&Y for professional
services rendered for tax compliance, tax advice, and tax planning to The
Hartford Mutual Funds II, Inc. for the fiscal years ended October 31, 2003 and
2004 were $17,912 and $17,859, respectively. No fees were billed by E&Y for such
services rendered to HIFSCO, or an affiliate thereof that provides ongoing
services to the Companies, relating to the operations and financial reporting of
the Companies and subject to pre-approval by the Audit Committees, for the
fiscal years ended October 31, 2003 and 2004.
ALL OTHER FEES. No fees were billed by E&Y for professional services
rendered for products and services other than those described above for the
fiscal years ended October 31, 2003 and 2004, nor were any fees billed by E&Y
for such services rendered to HIFSCO, or an affiliate thereof that provides
ongoing services to the Companies, relating to the operations and financial
reporting of the Companies and subject to pre-approval by the Audit Committees,
for those fiscal years.
The Audit Committees have considered whether the services described above
are compatible with E&Y's independence. The Audit Committees have also
considered whether the provision of all other non-audit services rendered to
HIFSCO, or an affiliate thereof that provides ongoing services to the Companies,
is compatible with maintaining E&Y's independence. The Audit Committees have
adopted pre-approval policies and procedures pursuant to which the engagement of
any accountant is approved. Such procedures govern the ways in which the Audit
Committees will pre-approve audit and various categories of non-audit services
that the independent registered public accounting firm provides to the
Companies, to the Companies' investment adviser and to affiliates of the adviser
that provide ongoing services to the Companies. In accordance with this policy,
the Audit Committees have given their approval for the provision of audit
services by E&Y for the fiscal year ending October 31, 2005 and have also given
their general pre-approval for the provision by E&Y of certain types of
audit-related, tax and permitted non-audit services. Services that have not
received pre-approval must receive specific approval by the Audit Committees.
The Audit Committees are informed of each such engagement in
55
a timely manner, and such procedures do not include delegation of the Audit
Committees' responsibilities to management. Pre-approval has not been waived in
respect of services described under "Audit-Related Fees," "Tax Fees," and "All
Other Fees" since the pre-approval procedures were adopted by the Audit
Committees.
The aggregate non-audit fees billed by E&Y for services rendered to The
Hartford Mutual Funds, Inc. and to HIFSCO, or an affiliate thereof that provides
ongoing services to the Company, for the fiscal years ended October 31, 2003 and
2004, amounted to $97,488 and $112,411, respectively. The aggregate non-audit
fees billed by E&Y for services rendered to The Hartford Mutual Funds II, Inc.
and to HIFSCO, or an affiliate thereof that provides ongoing services to the
Company, for the fiscal years ended October 31, 2003 and 2004, amounted to
$26,262 and $24,589, respectively.
Representatives of E&Y are not expected to be present at the Meeting, but
will be given the opportunity to make a statement if they so desire and will be
available should any matter arise requiring their presence.
56
EXECUTIVE OFFICERS OF THE COMPANIES
Information about each executive officer's position and term of office with
the Companies, position with Hartford Investment Financial Services, LLC
("HIFSCO") 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.
<Table>
<Caption>
POSITION TERM OF
HELD OFFICE* AND
WITH EACH LENGTH OF PRINCIPAL OCCUPATION(S)
NAME, AGE AND ADDRESS COMPANY TIME SERVED DURING PAST 5 YEARS
- --------------------- ---------- ----------------------- ---------------------------------
David M. Znamierowski........ President President, The Hartford Mr. Znamierowski currently serves
(age 44) and Chief Mutual Funds, Inc. -- as President of Hartford
c/o Hartford Mutual Funds Executive since 1999(2) Investment Management Company
P.O. Box 2999 Officer President, The Hartford ("Hartford Investment
Hartford, CT 06104-2999 and Mutual Funds II, Management"); Executive Vice
Director(1) Inc. -- since 2001(2) President and Chief Investment
Chief Executive Officer for Hartford Life Inc.
Officer -- since 2005 and Executive Vice President and
Director, The Hartford Chief Investment Officer for
Mutual Funds, Inc. -- Hartford Life Insurance Company
since 1999 ("Hartford Life"). Mr.
Znamierowski is also a Managing
Member and Executive Vice
President and Chief Investment
Officer of HIFSCO and HL
Investment Advisors, LLC ("HL
Advisors"). Mr. Znamierowski is
Executive Vice President and
Chief Investment Officer of The
Hartford. In addition, he serves
as a Director of Hartford Series
Fund, Inc. and as President and
Chief Executive Officer of The
Hartford Income Shares Fund,
Inc., Hartford Series Fund, Inc.
and Hartford HLS Series Fund II,
Inc.
William H. Davison, Jr....... Vice Since 2002 Mr. Davison is a Managing
(age 48) President Director and Director of the
c/o Hartford Mutual Funds Funds Management Group of
P.O. Box 2999 Hartford Investment Management.
Hartford, CT 06104-2999 Mr. Davison is also a Senior Vice
President of HIFSCO and HL
Advisors. In addition, he serves
as a Vice President of The
Hartford Income Shares Fund,
Inc., Hartford Series Fund, Inc.
and Hartford HLS Series Fund II,
Inc.
</Table>
57
<Table>
<Caption>
POSITION TERM OF
HELD OFFICE* AND
WITH EACH LENGTH OF PRINCIPAL OCCUPATION(S)
NAME, AGE AND ADDRESS COMPANY TIME SERVED DURING PAST 5 YEARS
- --------------------- ---------- ----------------------- ---------------------------------
Tamara L. Fagely............. Vice The Hartford Mutual Ms. Fagely has been Vice
(age 47) President, Funds, Inc. -- since President of Hartford
c/o Hartford Mutual Funds Controller, 2002 Administrative Services Company
500 Bielenberg Drive and The Hartford Mutual ("HASCO") since 1998. Prior to
Woodbury, MN 55125 Treasurer Funds II, Inc. -- since 1998, she was Second Vice
1993 President of HASCO. Ms. Fagely is
a Vice President of Hartford
Life, where she served as
Assistant Vice President from
December 2001 through May 2005.
In addition, she is Controller of
HIFSCO and Vice President,
Controller, and Treasurer of The
Hartford Income Shares Fund, Inc.
and Hartford Series Fund, Inc.
and Hartford HLS Series Fund II,
Inc.
Mary Jane Fortin............. Vice Since 2003 Ms. Fortin is Senior Vice
(age 40) President President and Director of Mutual
c/o Hartford Mutual Funds Funds and 529 Programs for
P.O. Box 2999 Hartford Life. She also serves as
Hartford, CT 06104-2999 Vice President of HL Advisors and
HIFSCO, and as Vice President of
The Hartford Income Shares Fund,
Inc., Hartford Series Fund, Inc.,
and Hartford HLS Series Fund II,
Inc. Previously, Ms. Fortin
served as Senior Vice President
and Chief Accounting Officer of
Hartford Life. She joined
Hartford Life in 1997.
George R. Jay................ Vice Vice President, The Mr. Jay serves as Assistant Vice
(age 53) President Hartford Mutual Funds, President of Hartford Life. In
c/o Hartford Mutual Funds and Chief Inc. -- since 1996 addition, he serves as Controller
P.O. Box 2999 Compliance Vice President, The of HL Advisors. He also serves as
Hartford, CT 06104-2999 Officer Hartford Mutual Funds Chief Broker/Dealer Compliance
II, Inc. -- since 2001 Officer for HIFSCO and Vice
Chief Compliance President and Chief Compliance
Officer -- since 2004 Officer of The Hartford Income
Shares Fund, Inc., Hartford
Series Fund, Inc., and Hartford
HLS Series Fund II, Inc.
Stephen T. Joyce............. Vice The Hartford Mutual Mr. Joyce currently serves as
(age 46) President Funds, Inc. -- since Senior Vice President and
c/o Hartford Mutual Funds 2000 Director of the Institutional
P.O. Box 2999 The Hartford Mutual Solutions Group for Hartford
Hartford, CT 06104-2999 Funds II, Inc. -- since Life. Mr. Joyce is also a Senior
2001 Vice President of HL Advisors and
a Vice President of The Hartford
Income Shares Fund, Inc.,
Hartford Series Fund, Inc. and
Hartford HLS Series Fund II, Inc.
Previously he served as Vice
President (1997-1999) and
Assistant Vice President
(1994-1997) of Hartford Life.
</Table>
58
<Table>
<Caption>
POSITION TERM OF
HELD OFFICE* AND
WITH EACH LENGTH OF PRINCIPAL OCCUPATION(S)
NAME, AGE AND ADDRESS COMPANY TIME SERVED DURING PAST 5 YEARS
- --------------------- ---------- ----------------------- ---------------------------------
Edward P. Macdonald.......... Vice Since 2005 Mr. Macdonald serves as Assistant
(age 38) President General Counsel of The Hartford.
c/o Hartford Mutual Funds and Additionally, Mr. Macdonald
P.O. Box 2999 Secretary serves as Vice President and
Hartford, CT 06104-2999 Secretary for The Hartford Income
Shares Fund, Inc, Hartford Series
Fund, Inc., and Hartford HLS
Series Fund II, Inc. Prior to
joining The Hartford in 2005, Mr.
Macdonald was with Prudential
Financial (formerly American
Skandia Investment Services,
Inc.) where he served as Chief
Counsel, Investment Management
(July 2002 to March 2005); Senior
Counsel, Securities (September
2000 to June 2002); Counsel
(December 1999 to August 2000);
and Senior Associate of Counsel
(April 1999 to December 1999).
Denise A. Settimi............ Vice Since 2005 Ms. Settimi currently serves as
(age 44) President Assistant Vice President
c/o Hartford Mutual Funds Securities Operations of HASCO.
500 Bielenberg Drive Previously, Ms. Settimi was with
Woodbury, MN 55125 American Express Financial
Advisors, where she was Director
of Retirement Plan Services from
1997 to 2003. In addition, she is
a Vice President of The Hartford
Income Shares Fund, Inc.,
Hartford Series Fund, Inc. and
Hartford HLS Series Fund II, Inc.
John C. Walters.............. Vice The Hartford Mutual Mr. Walters serves as Executive
(age 43) President Funds, Inc. -- since Vice President and Director of
c/o Hartford Mutual Funds 2000(2) the Investment Products Division
P.O. Box 2999 The Hartford Mutual of Hartford Life. Mr. Walters is
Hartford, CT 06104-2999 Funds II, Inc. -- since also a Managing Member and
2001(2) Executive Vice President of
HIFSCO and HL Advisors. In
addition, he is a Vice President
of The Hartford Income Shares
Fund, Inc., Hartford Series Fund,
Inc. and Hartford HLS Series Fund
II, Inc. Previously, Mr. Walters
was with First Union Securities.
</Table>
- ---------------
* Term of Office: Each officer and director may serve until his or her
successor is elected and qualifies.
(1) Director of The Hartford Mutual Funds, Inc. only.
(2) From February 1, 2005 to March 27, 2005, John C. 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
59
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
Edward P. Macdonald
Secretary
Dated: July 18, 2005
60
ATTACHMENT A
FUND SHARES OUTSTANDING ON THE RECORD DATE
<Table>
<Caption>
SHARES OUTSTANDING
FUND CLASS ON THE RECORD DATE
- ---- ------- ------------------
The Hartford Advisers Fund........................... A 90,496,110.8280
The Hartford Advisers Fund........................... B 32,226,092.5110
The Hartford Advisers Fund........................... C 18,368,955.1010
The Hartford Advisers Fund........................... Y 981,458.2280
The Hartford Aggressive Growth Allocation Fund....... A 3,696,456.2750
The Hartford Aggressive Growth Allocation Fund....... B 1,462,136.7440
The Hartford Aggressive Growth Allocation Fund....... C 2,392,245.7330
The Hartford Balanced Allocation Fund................ A 18,806,621.4030
The Hartford Balanced Allocation Fund................ B 5,367,261.8510
The Hartford Balanced Allocation Fund................ C 7,354,572.2320
The Hartford Capital Appreciation Fund............... A 157,762,652.3360
The Hartford Capital Appreciation Fund............... B 50,312,131.7470
The Hartford Capital Appreciation Fund............... C 51,520,829.6470
The Hartford Capital Appreciation Fund............... Y 5,755,697.5170
The Hartford Capital Appreciation II Fund............ A 2,046,151.4980
The Hartford Capital Appreciation II Fund............ B 185,464.6250
The Hartford Capital Appreciation II Fund............ C 488,870.0830
The Hartford Capital Appreciation II Fund............ Y 30,001.0000
The Hartford Conservative Allocation Fund............ A 6,150,381.4710
The Hartford Conservative Allocation Fund............ B 1,133,384.9020
The Hartford Conservative Allocation Fund............ C 1,952,131.2330
The Hartford Disciplined Equity Fund................. A 20,120,331.8050
The Hartford Disciplined Equity Fund................. B 3,849,882.2300
The Hartford Disciplined Equity Fund................. C 3,259,962.3430
The Hartford Disciplined Equity Fund................. Y 4,659,615.5950
The Hartford Dividend and Growth Fund................ A 110,921,092.0690
The Hartford Dividend and Growth Fund................ B 18,925,943.2280
The Hartford Dividend and Growth Fund................ C 15,602,541.0320
The Hartford Dividend and Growth Fund................ Y 5,708,740.1550
The Hartford Equity Income Fund...................... A 28,561,752.2190
The Hartford Equity Income Fund...................... B 2,594,711.8410
The Hartford Equity Income Fund...................... C 4,348,496.3950
The Hartford Equity Income Fund...................... Y 63,403.3200
The Hartford Floating Rate Fund...................... A 2,700,158.8310
The Hartford Floating Rate Fund...................... B 125,852.9580
</Table>
A-1
<Table>
<Caption>
SHARES OUTSTANDING
FUND CLASS ON THE RECORD DATE
- ---- ------- ------------------
The Hartford Floating Rate Fund...................... C 770,867.9350
The Hartford Floating Rate Fund...................... Y 30,001.0000
The Hartford Focus Fund.............................. A 5,638,989.4450
The Hartford Focus Fund.............................. B 1,697,443.2200
The Hartford Focus Fund.............................. C 1,955,078.7480
The Hartford Focus Fund.............................. Y 54,238.0160
The Hartford Global Communications Fund.............. A 1,832,627.7420
The Hartford Global Communications Fund.............. B 332,514.9480
The Hartford Global Communications Fund.............. C 321,322.6130
The Hartford Global Communications Fund.............. Y 75,957.8300
The Hartford Global Financial Services Fund.......... A 1,235,920.1720
The Hartford Global Financial Services Fund.......... B 290,028.7450
The Hartford Global Financial Services Fund.......... C 244,545.7290
The Hartford Global Financial Services Fund.......... Y 66,668.5920
The Hartford Global Health Fund...................... A 12,046,569.1070
The Hartford Global Health Fund...................... B 4,568,519.6730
The Hartford Global Health Fund...................... C 4,378,111.5330
The Hartford Global Health Fund...................... Y 9,949,092.4050
The Hartford Global Leaders Fund..................... A 27,626,735.0500
The Hartford Global Leaders Fund..................... B 5,380,851.1100
The Hartford Global Leaders Fund..................... C 4,951,059.1660
The Hartford Global Leaders Fund..................... Y 4,398,562.5870
The Hartford Global Technology Fund.................. A 6,082,320.3220
The Hartford Global Technology Fund.................. B 2,727,237.2120
The Hartford Global Technology Fund.................. C 2,433,201.2060
The Hartford Global Technology Fund.................. Y 180,438.7490
The Hartford Growth Allocation Fund.................. A 14,230,482.4700
The Hartford Growth Allocation Fund.................. B 4,652,826.4770
The Hartford Growth Allocation Fund.................. C 6,945,826.2020
The Hartford Growth Fund............................. A 35,223,892.5780
The Hartford Growth Fund............................. B 2,928,132.2110
The Hartford Growth Fund............................. C 4,847,846.7090
The Hartford Growth Fund............................. Y 2,434,637.4070
The Hartford Growth Fund............................. H 1,373,578.3330
The Hartford Growth Fund............................. L 17,645,968.8290
The Hartford Growth Fund............................. M 1,301,999.6940
The Hartford Growth Fund............................. N 293,577.9450
The Hartford Growth Opportunities Fund............... A 5,248,696.0030
</Table>
A-2
<Table>
<Caption>
SHARES OUTSTANDING
FUND CLASS ON THE RECORD DATE
- ---- ------- ------------------
The Hartford Growth Opportunities Fund............... B 731,536.2620
The Hartford Growth Opportunities Fund............... C 674,605.8950
The Hartford Growth Opportunities Fund............... Y 518,719.8260
The Hartford Growth Opportunities Fund............... H 1,635,898.0930
The Hartford Growth Opportunities Fund............... L 20,490,490.1020
The Hartford Growth Opportunities Fund............... M 963,855.0200
The Hartford Growth Opportunities Fund............... N 228,886.5690
The Hartford Growth Opportunities Fund............... Z 1,184,807.1560
The Hartford High Yield Fund......................... A 28,190,182.0380
The Hartford High Yield Fund......................... B 6,717,345.8520
The Hartford High Yield Fund......................... C 7,534,529.9880
The Hartford High Yield Fund......................... Y 2,653,496.0370
The Hartford Income Fund............................. A 2,764,250.8290
The Hartford Income Fund............................. B 537,800.2160
The Hartford Income Fund............................. C 507,153.8100
The Hartford Income Fund............................. Y 1,196,577.4920
The Hartford Income Allocation Fund.................. A 1,716,875.1860
The Hartford Income Allocation Fund.................. B 397,356.7950
The Hartford Income Allocation Fund.................. C 619,017.9330
The Hartford Inflation Plus Fund..................... A 34,923,615.7600
The Hartford Inflation Plus Fund..................... B 11,043,556.0110
The Hartford Inflation Plus Fund..................... C 35,456,377.9210
The Hartford Inflation Plus Fund..................... Y 6,621,274.4230
The Hartford International Capital Appreciation A 10,128,397.0620
Fund...............................................
The Hartford International Capital Appreciation B 1,773,862.2480
Fund...............................................
The Hartford International Capital Appreciation C 2,472,769.9370
Fund...............................................
The Hartford International Capital Appreciation Y 5,022,251.9570
Fund...............................................
The Hartford International Opportunities Fund........ A 7,866,005.3990
The Hartford International Opportunities Fund........ B 2,093,971.5120
The Hartford International Opportunities Fund........ C 1,400,453.8860
The Hartford International Opportunities Fund........ Y 401,821.2040
The Hartford International Small Company Fund........ A 2,369,402.9880
The Hartford International Small Company Fund........ B 410,870.8150
The Hartford International Small Company Fund........ C 920,264.2250
The Hartford International Small Company Fund........ Y 4,707,734.0920
The Hartford Midcap Fund............................. A 64,769,553.9750
The Hartford Midcap Fund............................. B 19,521,183.8470
The Hartford Midcap Fund............................. C 20,987,625.3160
</Table>
A-3
<Table>
<Caption>
SHARES OUTSTANDING
FUND CLASS ON THE RECORD DATE
- ---- ------- ------------------
The Hartford Midcap Fund............................. Y 4,999,801.6840
The Hartford MidCap Value Fund....................... A 21,965,598.8060
The Hartford MidCap Value Fund....................... B 4,822,949.7330
The Hartford MidCap Value Fund....................... C 5,091,695.8250
The Hartford MidCap Value Fund....................... Y 2,542,925.6540
The Hartford Money Market Fund....................... A 182,375,231.4770
The Hartford Money Market Fund....................... B 33,059,617.7120
The Hartford Money Market Fund....................... C 17,843,376.4250
The Hartford Money Market Fund....................... Y 14,391,496.7200
The Hartford Select MidCap Growth Fund............... A 1,179,934.7070
The Hartford Select MidCap Growth Fund............... B 163,071.2980
The Hartford Select MidCap Growth Fund............... C 127,312.6590
The Hartford Select MidCap Growth Fund............... Y 20,001.0000
The Hartford Select MidCap Value Fund................ A 1,443,658.8720
The Hartford Select MidCap Value Fund................ B 58,842.4620
The Hartford Select MidCap Value Fund................ C 72,850.7970
The Hartford Select MidCap Value Fund................ Y 50,001.0000
The Hartford Short Duration Fund..................... A 3,350,886.9760
The Hartford Short Duration Fund..................... B 946,080.2490
The Hartford Short Duration Fund..................... C 2,790,488.0170
The Hartford Short Duration Fund..................... Y 7,232,872.8650
The Hartford SmallCap Growth Fund.................... L 4,358,665.1810
The Hartford SmallCap Growth Fund.................... M 638,715.0210
The Hartford SmallCap Growth Fund.................... N 245,384.3470
The Hartford SmallCap Growth Fund.................... H 640,590.9850
The Hartford SmallCap Growth Fund.................... A 1,979,285.6660
The Hartford SmallCap Growth Fund.................... B 591,334.0360
The Hartford SmallCap Growth Fund.................... C 474,164.1940
The Hartford SmallCap Growth Fund.................... Y 1,314,912.8900
The Hartford Small Company Fund...................... A 9,130,649.9020
The Hartford Small Company Fund...................... B 3,618,684.2790
The Hartford Small Company Fund...................... C 2,785,084.9020
The Hartford Small Company Fund...................... Y 2,203,238.9890
The Hartford Stock Fund.............................. A 46,182,080.1920
The Hartford Stock Fund.............................. B 18,248,379.7990
The Hartford Stock Fund.............................. C 12,018,193.2230
The Hartford Stock Fund.............................. Y 5,368,484.9220
The Hartford Tax-Free California Fund................ A 1,493,045.1520
</Table>
A-4
<Table>
<Caption>
SHARES OUTSTANDING
FUND CLASS ON THE RECORD DATE
- ---- ------- ------------------
The Hartford Tax-Free California Fund................ B 111,327.7230
The Hartford Tax-Free California Fund................ C 157,680.4580
The Hartford Tax-Free Minnesota Fund................. A 472,881.9150
The Hartford Tax-Free Minnesota Fund................. B 65,043.7280
The Hartford Tax-Free Minnesota Fund................. C 33,701.8530
The Hartford Tax-Free Minnesota Fund................. Y 117.3200
The Hartford Tax-Free Minnesota Fund................. E 2,544,539.8610
The Hartford Tax-Free Minnesota Fund................. H 11,180.1960
The Hartford Tax-Free Minnesota Fund................. L 280,482.6620
The Hartford Tax-Free Minnesota Fund................. M 12,468.1850
The Hartford Tax-Free Minnesota Fund................. N 19,789.1230
The Hartford Tax-Free National Fund.................. A 3,604,310.5250
The Hartford Tax-Free National Fund.................. B 623,704.2000
The Hartford Tax-Free National Fund.................. C 727,176.6990
The Hartford Tax-Free National Fund.................. Y 111.1670
The Hartford Tax-Free National Fund.................. E 2,849,402.3430
The Hartford Tax-Free National Fund.................. H 36,445.9140
The Hartford Tax-Free National Fund.................. L 713,020.9680
The Hartford Tax-Free National Fund.................. M 115,677.6730
The Hartford Tax-Free National Fund.................. N 49,391.2350
The Hartford Tax-Free New York Fund.................. A 1,061,377.3400
The Hartford Tax-Free New York Fund.................. B 164,420.8180
The Hartford Tax-Free New York Fund.................. C 204,261.4130
The Hartford Total Return Bond Fund.................. A 27,883,242.5730
The Hartford Total Return Bond Fund.................. B 7,874,390.3520
The Hartford Total Return Bond Fund.................. C 7,175,883.7480
The Hartford Total Return Bond Fund.................. Y 14,862,251.0210
The Hartford U.S. Government Securities Fund......... A 5,118,674.8150
The Hartford U.S. Government Securities Fund......... B 2,447,492.7940
The Hartford U.S. Government Securities Fund......... C 1,183,757.6670
The Hartford U.S. Government Securities Fund......... Y 891,679.5180
The Hartford U.S. Government Securities Fund......... E 11,640,365.8780
The Hartford U.S. Government Securities Fund......... H 326,493.1970
The Hartford U.S. Government Securities Fund......... L 3,805,656.8960
The Hartford U.S. Government Securities Fund......... M 312,543.4280
The Hartford U.S. Government Securities Fund......... N 99,762.7620
The Hartford Value Fund.............................. A 5,951,881.2390
The Hartford Value Fund.............................. B 957,238.0420
</Table>
A-5
<Table>
<Caption>
SHARES OUTSTANDING
FUND CLASS ON THE RECORD DATE
- ---- ------- ------------------
The Hartford Value Fund.............................. C 1,013,232.9910
The Hartford Value Fund.............................. Y 5,030,223.5580
The Hartford Value Opportunities Fund................ A 3,211,967.1240
The Hartford Value Opportunities Fund................ B 736,655.6680
The Hartford Value Opportunities Fund................ C 626,281.7210
The Hartford Value Opportunities Fund................ Y 4,226,988.6440
The Hartford Value Opportunities Fund................ H 359,505.5210
The Hartford Value Opportunities Fund................ L 1,771,807.6930
The Hartford Value Opportunities Fund................ M 543,155.9380
The Hartford Value Opportunities Fund................ N 151,021.7250
</Table>
A-6
ATTACHMENT B
BENEFICIAL OWNERS OF FUND SHARES*
As of May 31, 2005, the following shareholders were the beneficial owners
of the percentages of outstanding shares of the Funds as indicated below.
<Table>
<Caption>
CLASS A CLASS B CLASS C CLASS Y
----------------------- ----------------------- ----------------------- -----------------------
AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS
OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
THE HARTFORD ADVISERS FUND
Edward D Jones & Co....... 59,466,911 64.60% 6,742,658 20.55% 2,007,707 10.68%
Maryland Hts MO
Citigroup Global Markets, 1,559,835 8.30%
Inc......................
Attn: Peter Booth
New York NY
West Virginia Savings Plan 899,858 91.85%
Trustee..................
FBO Wst Virginia Savings
Plan Trust
Attn Marilyn Orr
Woodbury MN
</Table>
<Table>
<Caption>
CLASS A CLASS B CLASS C
----------------------- ----------------------- -----------------------
AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS
OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
---------- ---------- ---------- ---------- ---------- ----------
THE HARTFORD AGGRESSIVE
GROWTH ALLOCATION FUND
Edward D Jones & Co....... 576,333 16.40% 72,371 5.12%
Maryland Hts MO
Hartford Life Insurance 200,077 5.69%
Company..................
C/O Greg Bubnash
Simsbury CT
MLPF&S.................... 209,883 14.85% 303,488 13.33%
Attn Fund Administration
Jacksonville FL
</Table>
<Table>
<Caption>
CLASS A CLASS B CLASS C
----------------------- ----------------------- -----------------------
AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS
OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
---------- ---------- ---------- ---------- ---------- ----------
THE HARTFORD BALANCED
ALLOCATION FUND
Edward D Jones & Co....... 6,076,994 34.24% 515,797 10.13%
Maryland Hts MO
MLPF&S.................... 830,285 11.82%
Attn Fund Administration
Jacksonville FL
</Table>
B-1
<Table>
<Caption>
CLASS A CLASS B CLASS C CLASS Y
----------------------- ----------------------- ----------------------- -----------------------
AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS
OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
THE HARTFORD CAPITAL
APPRECIATION FUND
Edward D Jones & Co....... 52,306,119 33.44% 7,110,271 14.06%
Maryland Hts MO
MLPF&S.................... 8,156,367 5.21%
Attn Fund Administration
Jacksonville FL
Citigroup Global Markets, 2,896,808 5.73% 4,495,501 8.78%
Inc......................
Attn: Peter Booth
New York NY
West Virginia Savings Plan 2,618,139 46.56%
Trustee..................
FBO Wst Virginia Savings
Plan Trust
Attn Marilyn Orr
Woodbury MN
State Street Bank & Trust 865,333 15.39%
Cust.....................
FBO The Hartford Balanced
Alloc
Attn Marilyn Orr
Woodbury MN
State Street Bank & Trust 838,203 14.90%
Cust.....................
FBO The Hartford Growth
Allocation
Attn Marilyn Orr
Woodbury MN
</Table>
<Table>
<Caption>
CLASS A CLASS B CLASS C CLASS Y
----------------------- ----------------------- ----------------------- -----------------------
AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS
OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
THE HARTFORD CAPITAL
APPRECIATION II FUND
HL Investment Advisors.... 910,000 61.42% 30,000 27.32% 30,000 13.34% 30,000 100.00%
Attn: Greg Bubnash
Hartford CT
Piper Jaffray............. 14,228 6.33%
For the Sole Benefit of
Clients
Attn: Jami Podhradsky
Minneapolis MN
Edward D Jones & Co....... 133,890 9.04% 5,557 5.06%
Maryland Hts MO
</Table>
B-2
<Table>
<Caption>
CLASS A CLASS B CLASS C
----------------------- ----------------------- -----------------------
AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS
OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
---------- ---------- ---------- ---------- ---------- ----------
THE HARTFORD CONSERVATIVE
ALLOCATION FUND
Edward D Jones & Co....... 1,490,777 25.41% 88,366 8.26%
Maryland Hts MO
MLPF&S.................... 1,382,187 23.56% 182,081 9.22%
Attn Fund Administration
Jacksonville FL
</Table>
<Table>
<Caption>
CLASS A CLASS B CLASS C CLASS Y
----------------------- ----------------------- ----------------------- -----------------------
AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS
OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
THE HARTFORD DISCIPLINED
EQUITY FUND
Edward D Jones & Co....... 14,139,886 69.60% 1,308,404 33.62% 522,097 15.70%
Maryland Hts MO
State Street Bank & Trust 2,026,761 45.64%
Cust.....................
FBO The Hartford Growth
Allocation
Attn Marilyn Orr
Woodbury MN
State Street Bank & Trust 1,230,475 27.71%
Cust.....................
FBO The Hartford Balanced
Alloc
Attn Marilyn Orr
Woodbury MN
State Street Bank & Trust 799,119 17.99%
Cust.....................
FBO The Hartford
Aggressive
Attn Marilyn Orr
Woodbury MN
State Street Bank & Trust 315,030 7.09%
Cust.....................
FBO The Hartford
Conservative Alloc
Attn Marilyn Orr
Woodbury MN
</Table>
B-3
<Table>
<Caption>
CLASS A CLASS B CLASS C CLASS Y
----------------------- ----------------------- ----------------------- -----------------------
AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS
OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
THE HARTFORD DIVIDEND AND
GROWTH FUND
Edward D Jones & Co....... 80,110,470 72.42% 6,154,024 32.43% 1,538,392 9.78%
Maryland Hts MO
Citigroup Global Markets, 1,021,793 6.50%
Inc......................
Attn: Peter Booth
New York NY
West Virginia Savings Plan 3,774,997 67.71%
Trustee..................
FBO Wst Virginia Savings
Plan Trust
Attn Marilyn Orr
Woodbury MN
State Street Bank & Trust 564,954 10.13%
Cust.....................
FBO The Hartford Growth
Allocation
Attn Marilyn Orr
Woodbury MN
State Street Bank & Trust 437,030 7.84%
Cust.....................
FBO The Hartford Balanced
Alloc
Attn Marilyn Orr
Woodbury MN
Commerce Bank Trust Dept 421,489 7.56%
C/F......................
Mori & Co Partnership
Attn: Mutual Fund
Processing
Kansas City MO
State Street Bank & Trust 291,764 5.23%
Cust.....................
FBO The Hartford
Aggressive Growth
Attn Marilyn Orr
Woodbury MN
</Table>
<Table>
<Caption>
CLASS A CLASS B CLASS C CLASS Y
----------------------- ----------------------- ----------------------- -----------------------
AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS
OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
THE HARTFORD EQUITY INCOME
FUND
Edward D Jones & Co....... 21,211,707 76.76% 1,149,071 45.53% 303,108 7.05%
Maryland Hts MO
Citigroup Global Markets, 153,733 6.09% 293,279 6.82%
Inc......................
Attn: Peter Booth
New York NY
John R. Ryan.............. 36,387 57.44%
c/o Wellington Mgmt
Boston MA
</Table>
B-4
<Table>
<Caption>
CLASS A CLASS B CLASS C CLASS Y
----------------------- ----------------------- ----------------------- -----------------------
AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS
OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
THE HARTFORD EQUITY INCOME
FUND
John R. Ryan.............. 13,482 21.28%
c/o Wellington Mgmt
Boston MA
Patricia D'Innocenzo...... 6,301 9.95%
c/o Wellington Mgmt
Boston MA
</Table>
<Table>
<Caption>
CLASS A CLASS B CLASS C CLASS Y
----------------------- ----------------------- ----------------------- -----------------------
AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS
OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
THE HARTFORD FLOATING RATE
FUND
HL Investment Advisors.... 910,000 44.38% 30,000 37.17% 30,000 9.89% 30,000 100.00%
Attn: Greg Bubnash
Hartford CT
NFS LLC FEBO.............. 5,010 6.21%
Myrtle M Cappa TTEE
Cappa Family TR
Portland OR
Pershing LLC.............. 20,080 6.62%
Jersey City NJ
UBS Financial Services.... 310,932 15.16%
FBO Eastside Retirement
Assoc
Redmond WA
</Table>
<Table>
<Caption>
CLASS A CLASS B CLASS C CLASS Y
----------------------- ----------------------- ----------------------- -----------------------
AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS
OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
THE HARTFORD FOCUS FUND
Edward D Jones & Co....... 2,242,150 38.97% 261,635 15.20%
Maryland Hts MO
Piper Jaffray............. 95,457 5.55% 169,455 8.45%
Attn Jami Podhradsky
Minneapolis MN
Duncan M. McFarland....... 10,325 20.63%
c/o Wellington Mgmt
Boston MA
Perry M. Traquina......... 10,168 20.32%
c/o Wellington Mgmt
Boston MA
Kent M. Stahl............. 4,733 9.46%
c/o Wellington Mgmt
Boston MA
</Table>
B-5
<Table>
<Caption>
CLASS A CLASS B CLASS C CLASS Y
----------------------- ----------------------- ----------------------- -----------------------
AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS
OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
THE HARTFORD FOCUS FUND
Perry M. Traquina......... 4,572 9.14%
c/o Wellington Mgmt
Boston MA
Steven N. Owen............ 3,181 6.36%
c/o Wellington Mgmt
Boston MA
</Table>
<Table>
<Caption>
CLASS A CLASS B CLASS C CLASS Y
----------------------- ----------------------- ----------------------- -----------------------
AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS
OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
THE HARTFORD GLOBAL
COMMUNICATIONS FUND
HL Investment Advisors.... 705,846 38.24%
Attn Greg Bubnash
Hartford CT
Edward D Jones & Co....... 310,987 16.85% 27,189 8.17%
Maryland Hts MO
MLPF&S.................... 17,507 5.55%
Attn Fund Administration
Jacksonville FL
Amy L. Donovan............ 5,443 17.73%
c/o Wellington Mgmt
Boston MA
Archana Basi.............. 4,463 14.54%
c/o Wellington Mgmt
Boston MA
Michael P. More........... 3,706 12.07%
c/o Wellington Mgmt
Boston MA
Saleem Taj................ 3,387 11.03%
c/o Wellington Mgmt
Boston MA
Patricia A. Coleman....... 3,305 10.77%
c/o Wellington Mgmt
Boston MA
</Table>
B-6
<Table>
<Caption>
CLASS A CLASS B CLASS C CLASS Y
----------------------- ----------------------- ----------------------- -----------------------
AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS
OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
THE HARTFORD GLOBAL
FINANCIAL SERVICES FUND
HL Investment Advisors.... 570,095 45.93%
Attn Greg Bubnash
Hartford CT
Edward D Jones & Co....... 350,464 28.24% 36,717 12.57%
Maryland Hts MO
UBS Financial Services 26,955 10.96%
Inc......................
FBO Carl Voce &
Constantina
Voce Ttees
FBO Their Voce Family
Pls Vrds Est CA
Mark T. Lynch............. 19,352 30.21%
c/o Wellington Mgmt
Boston MA
Mark T. Lynch............. 10,827 16.90%
c/o Wellington Mgmt
Boston MA
Mark T. Lynch............. 7,833 12.23%
c/o Wellington Mgmt
Boston MA
Frances R. Watler......... 6,105 9.53%
c/o Wellington Mgmt
Boston MA
Elizabeth J. LaPlante..... 3,260 5.09%
c/o Wellington Mgmt
Boston MA
Mark T. Lynch............. 3,250 5.07%
c/o Wellington Mgmt
Boston MA
</Table>
<Table>
<Caption>
CLASS A CLASS B CLASS C CLASS Y
----------------------- ----------------------- ----------------------- -----------------------
AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS
OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
THE HARTFORD GLOBAL HEALTH
FUND
Edward D Jones & Co....... 4,714,812 39.32% 626,898 13.66% 247,610 5.66%
Maryland Hts MO
Citigroup Global Markets, 340,782 7.78%
Inc......................
Attn: Peter Booth
New York NY
William H Gates III And 9,689,922 97.40%
Melinda French Gates
Co-Trustees..............
Bill & Melinda Gates
Foundation
Kirkland WA
</Table>
B-7
<Table>
<Caption>
CLASS A CLASS B CLASS C CLASS Y
----------------------- ----------------------- ----------------------- -----------------------
AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS
OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
THE HARTFORD GLOBAL
LEADERS FUND
Edward D Jones & Co....... 15,006,254 53.86% 1,258,693 23.17% 507,317 10.11%
Maryland Hts MO
Citigroup Global Markets, 301,305 6.00%
Inc......................
Attn: Peter Booth
New York NY
West Virginia Savings Plan 2,795,936 64.83%
Trustee..................
FBO Wst Virginia Savings
Plan Trust
Attn Marilyn Orr
Woodbury MN
State Street Bank & Trust 785,505 18.21%
Cust.....................
FBO The Hartford Growth
Allocation
Attn Marilyn Orr
Woodbury MN
State Street Bank & Trust 332,976 7.72%
Cust.....................
FBO The Hartford Balanced
Allloc
Attn Marilyn Orr
Woodbury MN
State Street Bank & Trust 232,833 5.40%
Cust.....................
FBO The Hartford
Aggressive Growth
Attn Marilyn Orr
Woodbury MN
</Table>
<Table>
<Caption>
CLASS A CLASS B CLASS C CLASS Y
----------------------- ----------------------- ----------------------- -----------------------
AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS
OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
THE HARTFORD GLOBAL
TECHNOLOGY FUND
Edward D Jones & Co....... 2,034,637 33.62% 245,017 8.93%
Maryland Hts MO
Citigroup Global Markets, 203,576 8.31%
Inc......................
Attn: Peter Booth
New York NY
Richard C. Albright Jr.... 31,295 18.90%
c/o Wellington Mgmt
Boston MA
Stuart E. Lucas........... 9,928 6.00%
c/o Wellington Mgmt
Boston MA
</Table>
B-8
<Table>
<Caption>
CLASS A CLASS B CLASS C
----------------------- ----------------------- -----------------------
AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS
OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
---------- ---------- ---------- ---------- ---------- ----------
THE HARTFORD GROWTH ALLOCATION FUND
Edward D Jones & Co................................. 3,413,767 25.08% 312,903 7.10%
Maryland Hts MO
MLPF&S.............................................. 676,821 10.26%
Attn Fund Administration
Jacksonville FL
</Table>
<Table>
<Caption>
CLASS A CLASS B CLASS C CLASS Y
----------------------- ----------------------- ----------------------- -----------------------
AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS
OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
THE HARTFORD HIGH YIELD
FUND
Edward D Jones & Co....... 12,709,217 45.24% 1,376,544 20.49% 427,198 5.69%
Maryland Hts MO
Citigroup Global Markets, 376,062 5.60%
Inc......................
Attn: Peter Booth
New York NY
State Street Bank & Trust 1,122,931 42.99%
Cust.....................
FBO The Hartford Balanced
Alloc
Attn Marilyn Orr
Woodbury MN
State Street Bank & Trust 951,975 36.45%
Cust.....................
FBO The Hartford
Conservative Alloc
Attn Marilyn Orr
Woodbury MN
State Street Bank & Trust 501,554 19.20%
Cust.....................
FBO The Hartford Income
Alloc
Attn Marilyn Orr
Woodbury MN
</Table>
<Table>
<Caption>
CLASS A CLASS B CLASS C
----------------------- ----------------------- -----------------------
AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS
OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
---------- ---------- ---------- ---------- ---------- ----------
THE HARTFORD INCOME ALLOCATION FUND
Edward D Jones & Co................................. 614,764 37.32% 43,521 11.11% 93,999 15.60%
Maryland Hts MO
Pershing LLC........................................ 199,762 12.13%
Jersey City NJ
NFSC FEBO........................................... 98,423 5.98%
Jasper Oil Co Inc
Jasper AL
MLPF&S.............................................. 39,428 10.06%
Attn Fund Administration
Jacksonville FL
</Table>
B-9
<Table>
<Caption>
CLASS A CLASS B CLASS C CLASS Y
----------------------- ----------------------- ----------------------- -----------------------
AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS
OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
THE HARTFORD INCOME FUND
Edward D Jones & Co....... 905,641 32.89% 89,571 16.58% 29,669 5.76%
Maryland Hts MO
Hartford Life Insurance 473,280 17.19%
Company..................
Attn Mark Strogoff
Hartford CT
Martha A Scoles........... 37,842 7.35%
FBO Scoles Revoc Living
Trust
Paramount CA
State Street Bank & Trust 793,526 73.95%
Cust.....................
FBO The Hartford Balanced
Alloc
Attn Marilyn Orr
Woodbury MN
State Street Bank & Trust 178,020 16.59%
Cust.....................
FBO The Hartford
Conservative Alloc
Attn Marilyn Orr
Woodbury MN
State Street Bank & Trust 100,491 9.36%
Cust.....................
FBO The Hartford Income
Alloc
Attn Marilyn Orr
Woodbury MN
</Table>
<Table>
<Caption>
CLASS A CLASS B CLASS C CLASS Y
----------------------- ----------------------- ----------------------- -----------------------
AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS
OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
THE HARTFORD INFLATION
PLUS FUND
Edward D Jones & Co....... 2,075,036 6.03%
Maryland Hts MO
Citigroup Global Markets, 1,965,480 5.71% 1,001,969 9.14% 5,003,903 14.25%
Inc......................
Attn: Peter Booth
New York NY
MLPF&S.................... 702,294 6.41% 3,066,253 8.73%
Attn Fund Administration
Jacksonville FL
State Street Bank & Trust 2,761,800 44.81%
Cust.....................
FBO The Hartford Balanced
Alloc
Attn Marilyn Orr
Woodbury MN
State Street Bank & Trust 1,702,709 27.62%
Cust.....................
FBO The Hartford Growth
Allocation
Attn Marilyn Orr
Woodbury MN
</Table>
B-10
<Table>
<Caption>
CLASS A CLASS B CLASS C CLASS Y
----------------------- ----------------------- ----------------------- -----------------------
AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS
OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
THE HARTFORD INFLATION
PLUS FUND
State Street Bank & Trust 1,272,526 20.65%
Cust.....................
FBO The Hartford
Conservative Alloc
Attn Marilyn Orr
Woodbury MN
State Street Bank & Trust 381,698 6.19%
Cust.....................
FBO The Hartford Income
Alloc
Attn Marilyn Orr
Woodbury MN
</Table>
<Table>
<Caption>
CLASS A CLASS B CLASS C CLASS Y
----------------------- ----------------------- ----------------------- -----------------------
AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS
OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
THE HARTFORD INTERNATIONAL
CAPITAL APPRECIATION FUND
Edward D Jones & Co....... 3,869,599 39.15% 293,498 17.01%
Maryland Hts MO
Citigroup Global Markets, 149,956 8.69% 348,477 14.26%
Inc. ....................
Attn: Peter Booth
New York NY
MLPF&S.................... 151,137 6.19%
Attn Fund Administration
Jacksonville FL
State Street Bank & Trust 2,017,859 42.81%
Cust.....................
FBO The Hartford Balanced
Alloc
Attn Marilyn Orr
Woodbury MN
State Street Bank & Trust 1,795,897 38.10%
Cust.....................
FBO The Hartford Growth
Allocation
Attn Marilyn Orr
Woodbury MN
State Street Bank & Trust 532,326 11.29%
Cust.....................
FBO The Hartford
Aggressive
Attn Marilyn Orr
Woodbury MN
State Street Bank & Trust 236,072 5.01%
Cust.....................
FBO The Hartford
Conservative Alloc
Attn Marilyn Orr
Woodbury MN
</Table>
B-11
<Table>
<Caption>
CLASS A CLASS B CLASS C CLASS Y
----------------------- ----------------------- ----------------------- -----------------------
AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS
OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
THE HARTFORD INTERNATIONAL
OPPORTUNITIES FUND
Edward D Jones & Co....... 4,107,853 52.23% 337,373 16.10% 83,421 5.97%
Maryland Hts MO
Citigroup Global Markets, 70,752 5.06%
Inc. ....................
Attn: Peter Booth
New York NY
Saxon & Co................ 258,755 64.40%
Philadelphia PA
Binkley C. Shorts......... 21,587 5.37%
c/o Wellington Mgmt
Boston MA
</Table>
<Table>
<Caption>
CLASS A CLASS B CLASS C CLASS Y
----------------------- ----------------------- ----------------------- -----------------------
AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS
OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
THE HARTFORD INTERNATIONAL
SMALL COMPANY FUND
Edward D Jones & Co....... 470,476 19.61% 28,585 6.98%
Maryland Hts MO
Louis R Benzak and Calvert 142,103 5.92%
Collins..................
Ttees FBO Chandler Cox
Trust
Palm Beach FL
Raymond James & Assoc 20,653 5.05%
Inc......................
FBO Brasier Tr
St Petersburg FL
NFSC FEBO................. 1,188,181 25.47%
FBO Tim Earl Gill
Denver CO
SEI Private Trust Co...... 840,129 18.01%
C/O Mellon Bank
Oaks PA
State Street Bank & Trust 601,243 12.89%
Cust.....................
FBO The Hartford Growth
Allocation
Attn Marilyn Orr
Woodbury MN
</Table>
B-12
<Table>
<Caption>
CLASS A CLASS B CLASS C CLASS Y
----------------------- ----------------------- ----------------------- -----------------------
AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS
OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
THE HARTFORD INTERNATIONAL
SMALL COMPANY FUND
Wilmington Trust Co 445,747 9.55%
Cust.....................
W/Peel Partnership LPI-A
Del LP
c/o Mutual Funds
Wilmington DE
State Street Bank & Trust 356,425 7.64%
Cust.....................
FBO The Hartford
Aggressive Growth
Attn Marilyn Orr
Woodbury MN
</Table>
<Table>
<Caption>
CLASS A CLASS B CLASS C CLASS Y
----------------------- ----------------------- ----------------------- -----------------------
AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS
OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
THE HARTFORD MIDCAP FUND
Edward D Jones & Co....... 26,228,649 40.45% 3,322,867 16.91%
Maryland Hts MO
Citigroup Global Markets, 1,086,451 5.53% 1,719,515 8.13%
Inc. ....................
Attn: Peter Booth
New York NY
West Virginia Savings Plan 3,024,212 60.92%
Trustee..................
FBO Wst Virginia Savings
Plan Trust
Attn Marilyn Orr
Woodbury MN
NFSC FEBO................. 668,618 13.47%
Tim Earl Gill
Denver CO
American Express Trust Co 391,463 7.89%
FBO......................
American Express Tr
Retirement Plan
Minneapolis MN
</Table>
<Table>
<Caption>
CLASS A CLASS B CLASS C CLASS Y
----------------------- ----------------------- ----------------------- -----------------------
AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS
OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
THE HARTFORD MIDCAP VALUE
FUND
Edward D Jones & Co....... 12,125,944 54.87% 919,036 18.91%
Maryland Hts MO
State Street Bank & Trust 1,089,233 45.31%
Cust.....................
FBO The Hartford Balanced
Alloc
Attn Marilyn Orr
Woodbury MN
</Table>
B-13
<Table>
<Caption>
CLASS A CLASS B CLASS C CLASS Y
----------------------- ----------------------- ----------------------- -----------------------
AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS
OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
THE HARTFORD MIDCAP VALUE
FUND
State Street Bank & Trust 604,714 25.15%
Cust.....................
FBO The Hartford Growth
Allocation
Attn Marilyn Orr
Woodbury MN
State Street Bank & Trust 356,881 14.84%
Cust.....................
FBO The Hartford
Aggressive
Attn Marilyn Orr
Woodbury MN
State Street Bank & Trust 353,251 14.69%
Cust.....................
FBO The Hartford
Conservative Alloc
Attn Marilyn Orr
Woodbury MN
</Table>
<Table>
<Caption>
CLASS A CLASS B CLASS C CLASS Y
----------------------- ----------------------- ----------------------- -----------------------
AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS
OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
THE HARTFORD MONEY MARKET
FUND
Edward D Jones & Co....... 10,490,785 5.76% 2,139,128 6.22%
Maryland Hts MO
Citigroup Global Markets, 1,174,214 6.19%
Inc. ....................
Attn: Peter Booth
New York NY
State Street Bank & Trust 5,445,380 40.79%
Cust.....................
FBO The Hartford Balanced
Alloc
Attn Marilyn Orr
Woodbury MN
State Street Bank & Trust 3,708,421 27.78%
Cust.....................
FBO The Hartford
Conservative Alloc
Attn Marilyn Orr
Woodbury MN
State Street Bank & Trust 3,400,844 25.47%
Cust.....................
FBO The Hartford Income
Alloc
Attn Marilyn Orr
Woodbury MN
West Virginia Savings Plan 795,598 5.96%
Trustee..................
FBO Wst Virginia Savings
Plan Trust
Attn Marilyn Orr
Woodbury MN
</Table>
B-14
<Table>
<Caption>
CLASS A CLASS B CLASS C CLASS Y
----------------------- ----------------------- ----------------------- -----------------------
AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS
OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
THE HARTFORD SELECT MIDCAP
GROWTH FUND
Edward D Jones & Co....... 134,774 11.96%
Maryland Hts MO
HL Investment Advisors.... 540,000 47.91% 20,000 13,28% 20,000 17.95% 20,000 100.00%
Attn: Greg Bubnash
Hartford CT
Davenport & Company LLC... 10,288 9.23%
Staton E. Boyette Jr. &
Sara N Boyette
Midland NC
</Table>
<Table>
<Caption>
CLASS A CLASS B CLASS C CLASS Y
----------------------- ----------------------- ----------------------- -----------------------
AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS
OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
THE HARTFORD SELECT MIDCAP
VALUE FUND
HL Investment Advisors.... 1,350,000 97.92% 50,000 90.37% 50,000 85.59% 50,000 100.00%
Attn: Greg Bubnash
Hartford CT
</Table>
<Table>
<Caption>
CLASS A CLASS B CLASS C CLASS Y
----------------------- ----------------------- ----------------------- -----------------------
AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS
OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
THE HARTFORD SHORT
DURATION FUND
Edward D Jones & Co....... 428,647 11.90%
Maryland Hts MO
MLPF&S.................... 377,748 12.88%
Attn Fund Administration
Jacksonville FL
State Street Bank & Trust 3,849,755 55.26%
Cust.....................
FBO The Hartford Balanced
Alloc
Attn Marilyn Orr
Woodbury MN
State Street Bank & Trust 1,598,651 22.95%
Cust.....................
FBO The Hartford
Conservative Alloc
Attn Marilyn Orr
Woodbury MN
</Table>
B-15
<Table>
<Caption>
CLASS A CLASS B CLASS C CLASS Y
----------------------- ----------------------- ----------------------- -----------------------
AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS
OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
THE HARTFORD SHORT
DURATION FUND
State Street Bank & Trust 806,894 11.58%
Cust.....................
FBO The Hartford Growth
Allocation
Attn Marilyn Orr
Woodbury MN
State Street Bank & Trust 711,756 10.22%
Cust.....................
FBO The Hartford Income
Alloc
Attn Marilyn Orr
Woodbury MN
</Table>
<Table>
<Caption>
CLASS A CLASS B CLASS C CLASS Y
----------------------- ----------------------- ----------------------- -----------------------
AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS
OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
THE HARTFORD SMALLCAP
GROWTH FUND
Edward D Jones & Co....... 272,071 14.29%
Maryland Hts MO
Citigroup Global Markets, 42,004 9.08%
Inc. ....................
Attn: Peter Booth
New York NY
State Street Bank & Trust 677,041 52.65%
Cust.....................
FBO The Hartford Growth
Allocation
Attn Marilyn Orr
Woodbury MN
State Street Bank & Trust 286,126 22.25%
Cust.....................
FBO The Hartford
Aggressive Alloc
Attn Marilyn Orr
Woodbury MN
State Street Bank & Trust 218,011 16.95%
Cust.....................
FBO The Hartford Balanced
Alloc
Attn Marilyn Orr
Woodbury MN
State Street Bank & Trust 67,752 5.27%
Cust.....................
FBO The Hartford
Conservative Alloc
Attn Marilyn Orr
Woodbury MN
</Table>
B-16
<Table>
<Caption>
CLASS A CLASS B CLASS C CLASS Y
----------------------- ----------------------- ----------------------- -----------------------
AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS
OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
THE HARTFORD SMALL COMPANY
FUND
Edward D Jones & Co....... 3,612,236 39.06% 364,520 9.44% 170,348 6.00%
Maryland Hts MO
Citigroup Global Markets, 216,900 5.91% 198,235 6.98%
Inc......................
Attn: Peter Booth
New York NY
State Street Bank & Trust 932,978 42.77%
Cust.....................
FBO The Hartford Growth
Allocation
Attn Marilyn Orr
Woodbury MN
State Street Bank & Trust 731,738 33.54%
Cust.....................
FBO The Hartford Balanced
Alloc
Attn Marilyn Orr
Woodbury MN
State Street Bank & Trust 230,001 10.54%
Cust.....................
FBO The Hartford
Aggressive Growth
Attn Marilyn Orr
Woodbury MN
Saxon & Co................ 220,400 10.10%
Philadelphia PA 19182-001
</Table>
<Table>
<Caption>
CLASS A CLASS B CLASS C CLASS Y
----------------------- ----------------------- ----------------------- -----------------------
AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS
OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
THE HARTFORD STOCK FUND
Edward D Jones & Co....... 30,171,915 63.79% 3,873,973 20.92% 1,213,624 9.86%
Maryland Hts MO
Citigroup Global Markets, 1,242,001 6.71% 708,098 5.75%
Inc......................
Attn: Peter Booth
New York NY
West Virginia Savings Plan 3,614,218 68.09%
Trustee..................
FBO Wst Virginia Savings
Plan Trust
Attn Marilyn Orr
Woodbury MN
Saxon & Co................ 679,367 12.80%
Philadelphia PA
</Table>
B-17
<Table>
<Caption>
CLASS A CLASS B CLASS C CLASS Y
----------------------- ----------------------- ----------------------- -----------------------
AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS
OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
THE HARTFORD STOCK FUND
State Street Bank & Trust 459,865 8.66%
Cust.....................
FBO The Hartford Balanced
Alloc
Attn: Marilyn Orr
Woodbury MN
State Street Bank & Trust 402,842 7.59%
Cust.....................
FBO The Hartford
Conservative Alloc
Attn: Marilyn Orr
Woodbury MN
</Table>
<Table>
<Caption>
CLASS A CLASS B CLASS C
----------------------- ----------------------- -----------------------
AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS
OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
---------- ---------- ---------- ---------- ---------- ----------
THE HARTFORD TAX-FREE CALIFORNIA FUND
Hartford Life Insurance Company..................... 776,723 51.99%
Attn: Mark Strogoff
Hartford CT
Edward D Jones & Co................................. 263,399 17.63% 20,390 19.31%
Maryland Hts MO
Wallace & Yolanda Morton TTEES...................... 97,737 654%
Wallce & Yolanda Morton Revoc Living Trust
Santa Clarita CA
NFSC FEBO........................................... 21,107 19.99%
Arthur Zuber & Martha Schuett TR
Martha Schuett Ttee
Sebastopol CA
Pershing LLC........................................ 13,850 13.12%
Jersey City NJ
NFSC FEBO........................................... 12,525 11.86%
Ronald W Saurer
Correne E Saurer
Newport Beach CA
Raymond James & Assoc Inc........................... 5,707 5.41%
FBO Cal Property 1
St Petersburg FL
Lucille E Horstman.................................. 5,283 5.00%
Judy Ann Cipriani Ttees
FBO Gilbert F And Lucille E Horstman Lifetime Trust
Arcadia CA
Robert Parry & Denise Parry Ttees................... 15,486 9.91%
FBO Family Trust Of Robert W
Parry and Denise A Parry
Santa Rosa CA
</Table>
B-18
<Table>
<Caption>
CLASS A CLASS B CLASS C
----------------------- ----------------------- -----------------------
AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS
OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
---------- ---------- ---------- ---------- ---------- ----------
THE HARTFORD TAX-FREE CALIFORNIA FUND
Tim A Driscoll & Carolyn Regalia.................... 14,574 9.33%
Ttee FBO Timothy A Driscoll &
Carol A Regalia
Redwood City CA
Thomas J Wiggin Trustee............................. 12,784 8.18%
FBO Wiggin Family Trust
Novato CA
Dale L And Pearline Butler Ttees.................... 11,649 7.45%
FBO Dale L Butler And Pearline
Butler Family Trust
Palm Desert CA
NFSC FEBO........................................... 10,299 6.59%
Nelly Van Der Eyk Ttee
The Cornelius & Nelly Van Der Eyk Fam Living Tr
Visalia CA
Florence Woods Trustee.............................. 9,672 6.19%
FBO Woods Family Trust
Sebastopol CA
Jack W & Frances R Walker Ttee...................... 8,573 5.49%
FBO Walker Family Trust
Penngrove CA
</Table>
<Table>
<Caption>
CLASS A CLASS B CLASS C
----------------------- ----------------------- -----------------------
AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS
OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
---------- ---------- ---------- ---------- ---------- ----------
THE HARTFORD TAX-FREE NEW YORK FUND
Hartford Life Insurance Company..................... 885,988 83.48% 108,722 67.49% 108,722 53.23%
Attn: Mark Strogoff
Hartford CT
Oscar T Ortiz Rochester NY.......................... 10,438 6.48%
Pershing LLC Jersey City NJ......................... 10,118 6.28%
Julia Daniels....................................... 9,612 5.97%
Bronx NY
First Clearing LLC.................................. 21,630 10.59%
Eva Goldmann Family Trust Gst
Exempt Robert Goldmann
New York NY
First Clearing LLC.................................. 13,926 6.82%
Marcos Szulman & Ana Szulman
Glen Cove NY
First Clearing LLC.................................. 11,053 5.41%
Peter Bertolotti & David Bertolotti Jt Ten
New York NY
</Table>
B-19
<Table>
<Caption>
CLASS A CLASS B CLASS C CLASS Y
----------------------- ----------------------- ----------------------- -----------------------
AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS
OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
THE HARTFORD TOTAL RETURN
BOND FUND
Edward D Jones & Co....... 17,009,308 61.30% 1,720,259 21.74% 597,059 8.27%
Maryland Hts MO
West Virginia Savings Plan 6,135,405 42.05%
Trustee..................
FBO Wst Virginia Savings
Plan Trust
Attn Marilyn Orr
Woodbury MN
State Street Bank & Trust 3,091,316 21.19%
Cust.....................
FBO The Hartford Balanced
Alloc
Attn: Marilyn Orr
Woodbury MN
State Street Bank & Trust 1,702,709 11.67%
Cust.....................
FBO The Hartford Growth
Allocation
Attn: Marilyn Orr
Woodbury MN
Saxon & Co................ 1,470,824 10.08%
Philadelphia PA
State Street Bank & Trust 1,189,460 8.15%
Cust.....................
FBO The Hartford
Conservative Alloc
Attn: Marilyn Orr
Woodbury MN
</Table>
<Table>
<Caption>
CLASS A CLASS B CLASS C CLASS Y
----------------------- ----------------------- ----------------------- -----------------------
AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS
OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
THE HARTFORD VALUE FUND
Edward D Jones & Co....... 3,572,180 60.24% 249,505 25.88% 83,315 8.07%
Maryland Hts MO
State Street Bank & Trust 2,550,927 52.26%
Cust.....................
FBO The Hartford Growth
Allocation
Attn: Marilyn Orr
Woodbury MN
State Street Bank & Trust 1,422,860 29.15%
Cust.....................
FBO The Hartford Balanced
Alloc
Attn: Marilyn Orr
Woodbury MN
State Street Bank & Trust 905,210 18.55%
Cust.....................
FBO The Hartford
Aggressive
Attn: Marilyn Orr
Woodbury MN
</Table>
B-20
<Table>
<Caption>
CLASS A CLASS B CLASS C CLASS Y
----------------------- ----------------------- ----------------------- -----------------------
AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS
OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
THE HARTFORD VALUE
OPPORTUNITIES FUND
Edward D Jones & Co....... 1,114,956 37.42% 114,631 15.93%
Maryland Hts MO
State Street Bank & Trust 1,527,153 38.24%
Cust.....................
FBO The Hartford Growth
Allocation
Attn: Marilyn Orr
Woodbury MN
State Street Bank & Trust 1,509,054 37.78%
Cust.....................
FBO The Hartford Balanced
Alloc
Attn: Marilyn Orr
Woodbury MN
State Street Bank & Trust 601,411 15.06%
Cust.....................
FBO The Hartford
Aggressive Growth
Attn: Marilyn Orr
Woodbury MN
State Street Bank & Trust 356,222 8.92%
Cust.....................
FBO The Hartford
Conservative Alloc
Attn: Marilyn Orr
Woodbury MN
</Table>
<Table>
<Caption>
CLASS A CLASS B CLASS C CLASS H
----------------------- ----------------------- ----------------------- -----------------------
AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS
OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
THE HARTFORD GROWTH FUND
Edward D Jones & Co....... 9,938,762 28.51% 542,112 18.89%
Maryland Hts MO
MLPF&S.................... 5,586,540 16.03% 600,256 12.63%
Attn Fund Administration
Jacksonville FL
Citigroup Global Markets, 312,862 6.58%
Inc......................
Attn: Peter Booth
New York NY
</Table>
B-21
<Table>
<Caption>
CLASS L CLASS M CLASS N CLASS Y
----------------------- ----------------------- ----------------------- -----------------------
AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS
OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
THE HARTFORD GROWTH FUND
State Street Bank & Trust 1,031,290 44.73%
Cust.....................
FBO The Hartford Balanced
Alloc
Attn: Marilyn Orr
Woodbury MN
State Street Bank & Trust 771,913 33.48%
Cust.....................
FBO The Hartford Growth
Allocation
Attn: Marilyn Orr
Woodbury MN
State Street Bank & Trust 502,417 21.79%
Cust.....................
FBO The Hartford
Aggressive Growth
Attn: Marilyn Orr
Woodbury MN
</Table>
<Table>
<Caption>
CLASS A CLASS B CLASS C CLASS H
----------------------- ----------------------- ----------------------- -----------------------
AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS
OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
THE HARTFORD GROWTH
OPPORTUNITIES FUND
MLPF&S.................... 2,180,047 43.21%
Attn Fund Administration
Jacksonville FL
Edward D Jones & Co....... 557,777 11.05%
Maryland Hts MO
</Table>
<Table>
<Caption>
CLASS L CLASS M CLASS N CLASS Y
----------------------- ----------------------- ----------------------- -----------------------
AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS
OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
THE HARTFORD GROWTH
OPPORTUNITIES FUND
Hartford Life & Annuity 493,790 95.28%
Ins Co...................
Attn Jackie Selman
Hartford CT
</Table>
<Table>
<Caption>
CLASS Z
-----------------------
AMOUNT AND
NATURE OF PERCENTAGE
BENEFICIAL OF CLASS
OWNERSHIP OWNED
---------- ----------
THE HARTFORD GROWTH OPPORTUNITIES FUND
Hartford Life & Annuity Ins Co.............................. 67,653 5.69%
Attn Jackie Selman
Hartford CT
</Table>
B-22
<Table>
<Caption>
CLASS A CLASS B CLASS C CLASS H
----------------------- ----------------------- ----------------------- -----------------------
AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS
OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
THE HARTFORD TAX-FREE
MINNESOTA FUND
Edward D Jones & Co....... 305,370 61.23% 13,635 20.96%
Maryland Hts MO
Piper Jaffray............. 25,093 38.58% 2,500 7.42%
Attn Jami Podhradsky
Minneapolis MN
Florence M Lutter......... 13,524 20.79%
Rochester MN
Emil Blazek............... 4,555 7.00%
Janice E Blazek JTWROS
Owatonna MN
Primevest Financial 3,589 5.52%
Services (FBO)...........
Bernard M Berres
St Cloud MN
Wells Fargo Investments 9,876 29.31%
LLC......................
Minneapolis MN
Roger Rossum.............. 4,167 12.37%
Karen Rossum JTWROS
Erhard MN
Wells Fargo Investments 3,712 11.01%
LLC......................
Minneapolis MN
Raymond James & Assoc 2,476 7.35%
Inc......................
FBO Raths Irene
St Petersburg FL
James F Brown and......... 2,014 5.98%
Sharon A Brown JTTEN
Cologne MN
John A Speaker............ 1,988 5.90%
Mequon WI
U.S. Bancorp Investments, 10,202 91.21%
Inc......................
Minneapolis MN
</Table>
<Table>
<Caption>
CLASS L CLASS M CLASS N CLASS Y
----------------------- ----------------------- ----------------------- -----------------------
AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS
OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
THE HARTFORD TAX-FREE
MINNESOTA FUND
Betty Mae Nelson.......... 59,698 21.62%
Bellingham MN
Pershing LLC.............. 6,408 52.15%
Jersey City NY
</Table>
B-23
<Table>
<Caption>
CLASS L CLASS M CLASS N CLASS Y
----------------------- ----------------------- ----------------------- -----------------------
AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS
OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
THE HARTFORD TAX-FREE
MINNESOTA FUND
Henrietta Jane Collins.... 1,916 15.60%
E Grand Forks MN
Wells Fargo Investments 1,501 12.22%
LLC......................
Minneapolis MN
Regina L Wald............. 965 7.86%
E Grand Forks MN
Lyle W Jahnke............. 5,053 25.15%
Olivia MN
Henry A Prchal and........ 3,494 17.39%
Patricia E Prchal
Young America MN
Catherine A Estrem........ 3,026 15.06%
Maplewood MN
James Michael Olson....... 2,434 12.11%
Valerie J Olson
Hawick MN
Harvey Hagedorn........... 1,373 6.83%
Winnebago MN
Janice K Teeple........... 1,104 5.49%
Paul R Peterson
Raymond MN
H L Investment Advisors... 114 97.55%
Attn Greg Bubnash
Hartford CT
</Table>
<Table>
<Caption>
CLASS A CLASS B CLASS C CLASS H
----------------------- ----------------------- ----------------------- -----------------------
AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS
OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
THE HARTFORD TAX-FREE
NATIONAL FUND
Edward D Jones & Co....... 1,763,920 50.55% 59,738 9.57%
Maryland Hts MO
Pershing LLC.............. 189,389 5.43%
Jersey City NY
Citigroup Global Markets, 39,502 6.33% 97,554 13.67%
Inc......................
Attn: Peter Booth
New York NY
MLPF&S.................... 77,892 10.91%
Attn Fund Administration
Jacksonville FL
</Table>
B-24
<Table>
<Caption>
CLASS A CLASS B CLASS C CLASS H
----------------------- ----------------------- ----------------------- -----------------------
AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS
OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
THE HARTFORD TAX-FREE
NATIONAL FUND
First Clearing LLC........ 36,101 5.06%
John C Hunter &
Geneva L Hunger JT/WROS
Winston Salem NC
Maurice Moler Estate...... 4,642 12.62%
Kenneth E Horsman
Executor
C/O Brainard Law Office
Charleston IL
Margaret E Tanigawa....... 3,731 10.14%
Mits J Tanigawa
Westlake Village CA
A G Edwards & Sons Inc 2,981 8.11%
FBO......................
Olive F Claxton &
Daniel Claxton
Saint Louis MO
Judith V Rohde............ 2,892 7.86%
Arvada CO
Pershing LLC.............. 2,743 7.46%
Jersey City NY
Ruth H Gage &............. 2,272 6.18%
Sandra J Bitterman JTTEN
Jensen Beach FL
A G Edwards & Sons Inc 2,193 5.96%
FBO......................
Olive F Claxton &
Diane G Toth
Saint Louis MO
Anna M Masler............. 1,975 5.37%
Audrey M Barcelona JT
WROS
Palos Park IL
Anglea Koutsoutis......... 1,918 5.22%
Calson MD
Gertrude Sutton-Mallory 1,906 5.18%
Trustee..................
FBO Gertrude Sutton
Mallory Trust
Trumbull CT
</Table>
B-25
<Table>
<Caption>
CLASS L CLASS M CLASS N CLASS Y
----------------------- ----------------------- ----------------------- -----------------------
AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS
OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
THE HARTFORD TAX-FREE
NATIONAL FUND
Thomas A Hebert........... 38,691 5.39%
Oconomowoc WI
Delores M Kerkhoff........ 28,165 24.35%
Templeton IA
Harold M Sales Trustee.... 17,427 15.07%
FBO Florence E Sales
Trust
Englewood CO
Anthony Ciccarino......... 11,792 10.20%
Amsterdam NY
Elvada M. Torsiello....... 11,590 10.02%
Amerstdam NY
Anthony Ciccarino......... 10,625 9.19%
Amsterdam NY
Piper Jaffray............. 7,130 6.16%
Attn Jami Podhradsky
Minneapolis MN
Ethel L Robb.............. 10,885 22.04%
Sheryl L Abraham POA
Sandy OR
Joan C Steadman-Cook...... 5,176 10.48%
Westerly RI
Jeanie M Chresos.......... 4,884 9.89%
Parma OH
Sheldon Schram............ 4,611 9.34%
West Paterson NJ
Pershing LLC.............. 3,605 7.30%
Jersey City NY
Jacqueline A Olejniczak... 2,880 5.83%
Glen Ellyn IL
Glenn H Mannes............ 2,741 5.83%
Bernita K Mannes JTWROS
Yankton SD
H L Investment Advisors... 108 97.56%
Attn Greg Bubnash
Hartford CT
</Table>
B-26
<Table>
<Caption>
CLASS A CLASS B CLASS C CLASS H
----------------------- ----------------------- ----------------------- -----------------------
AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS
OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
THE HARTFORD U.S.
GOVERNMENT SECURITIES
FUND
Edward D Jones & Co....... 1,566,643 29.15% 184,056 7.44% 78,808 6.43%
Maryland Hts MO
Citigroup Global Markets, 70,556 5.76%
Inc......................
Attn: Peter Booth
New York NY
</Table>
<Table>
<Caption>
CLASS L CLASS M CLASS N CLASS Y
----------------------- ----------------------- ----------------------- -----------------------
AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS
OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
THE HARTFORD U.S.
GOVERNMENT SECURITIES
FUND
Horace Snipes............. 13,316 13.32%
Chattanooga TN
Richard Maynard Priest 6,265 6.27%
Trustee..................
FBO The Priest Living
Trust
Sparks NV
US Bank Natl Assoc C/F.... 5,511 5.51%
Molt C Shafer
Clendenin WV
Craig W Spellman Cust..... 5,028 5.03%
Joseph William Spellman
Burleson TX
State Street Bank & Trust 838,123 99.98%
Cust.....................
FBO The Hartford Growth
Allocation
Attn Marilyn Orr
Woodbury MN
</Table>
- ---------------
* Each entity set forth in the tables above is the shareholder of record and may
be deemed to be the beneficial owner of certain of the shares listed for
certain purposes under the securities laws, although certain of the entities
generally do not have an economic interest in these shares and would
ordinarily disclaim any beneficial interest therein.
B-27
ATTACHMENT C
THE HARTFORD MUTUAL FUNDS, INC.
THE HARTFORD MUTUAL FUNDS II, INC.
HARTFORD SERIES FUND, INC.
HARTFORD HLS SERIES FUND II, INC.
THE HARTFORD INCOME SHARES FUND, INC.
("THE HARTFORD FUNDS")
NOMINATING COMMITTEE CHARTER
NOMINATING COMMITTEE MEMBERSHIP
The Nominating Committee of The Hartford Funds (the "Committee") shall be
composed entirely of Directors of the Funds that are not "interested persons" of
the Funds, their investment adviser or their principal underwriter, as that term
is defined in the Investment Company Act of 1940, as amended ("Independent
Directors"), and may be comprised of one or more such Independent Directors.
Officers of the Funds, although not members of the Committee, will nonetheless
be expected to have a role in evaluating candidates and recruiting them for the
Board.
BOARD NOMINATIONS AND FUNCTIONS
1. The Committee shall make nominations for Independent Director membership
on the Board of Directors. The Committee shall evaluate candidates'
qualifications for Board membership and their independence from the
Funds' investment adviser and other principal service providers. Persons
selected must not be "interested persons" of the Funds, their investment
adviser or their principal underwriter, as that term is defined in the
1940 Act. The Committee shall also consider the effect of any
relationships beyond those delineated in the 1940 Act that might impair
independence, e.g. business, financial or family relationships with the
investment adviser. In determining nominees' qualifications for Board
membership, the Committee may consider such other factors as it may
determine to be relevant to fulfilling the role of being a member of the
Board of Directors.
2. The Committee shall consider nominees recommended by shareholders if a
vacancy among the Independent Directors of The Hartford Funds occurs
pursuant to the procedures attached hereto as Appendix A.
3. The Committee shall meet as necessary prior to a meeting of the full
Board and is empowered to hold special meetings as circumstances
require.
C-1
4. The Committee shall have the resources and authority appropriate to
discharge its responsibilities, including authority to utilize Fund
counsel and/or independent counsel to the Independent Directors and to
retain experts, as deemed appropriate, at the expense of the Funds.
5. The Committee shall review these Procedures as necessary and recommend
any changes to the full Board of Directors.
ADOPTED: MAY 13, 2003
REVISED: MARCH 9, 2004
C-2
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 Directors.
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.
C-3
5. A shareholder or shareholder group may not submit for consideration a
nominee which has previously been considered by the Nominating
Committee.
6. If the Nominating Committee receives a recommended nominee from an
eligible shareholder or shareholder group who individually, or in the
aggregate, beneficially owned more than 5% of the applicable Fund's
voting shares for at least one year as of the date of the recommendation
and the shareholder or shareholder group and their candidate provides
his or her written consent at the time the recommendation is made, the
Fund shall disclose in the applicable proxy statement: (1) the
candidate's identity, (2) the identity of the shareholder or shareholder
group making the recommendation, and (3) whether or not the Nominating
Committee chose to nominate that candidate.
7. The Nominating Committee shall evaluate the qualifications of a director
nominee in accordance with the guidelines attached hereto as Exhibit 1.
The Nominating Committee may, in its sole discretion, consider any
factors that it deems relevant in its consideration of a director
nominee. Candidates submitted by shareholders shall be evaluated
according to the same criteria as other director candidates.
8. The Nominating Committee may, in its sole discretion, hire third parties
to assist it with identifying, screening and evaluating nominees. If a
third party is used with respect to a particular election, appropriate
disclosure of that fact in the relevant proxy statement shall be made in
accordance with applicable law.
9. The final nomination of a prospective director rests solely with the
Nominating Committee.
10. The Nominating Committee shall review these Procedures as necessary and
recommend any changes to the full Board of Directors of the Hartford
Funds.
C-4
EXHIBIT 1
CRITERIA FOR SELECTION OF NEW INDEPENDENT DIRECTORS
The ideal panel of independent directors should represent a cross section
of the shareholder base of the Hartford-sponsored funds and, since their duties
involve oversight of the management company's and service providers' activities
relative to shareholder interests, care should be given to insure that the panel
of individuals brings to their deliberation education, work and personal
experiences that would improve the value provided to the shareholders.
To maintain the vitality of the panel, some mandatory turnover of members
is desired and should be accomplished through a reasonable retirement policy
(e.g. age 72 mandatory retirement).
The following criteria giving no prejudice towards an individual's gender,
religion or race should be considered as a minimum requirement for consideration
as an independent director:
1. Fifteen (15) years business or academic experience in a management,
administrative, or other oversight capacity.
2. College degree or business experience equivalent to a college degree.
3. At least one independent director should have an investment background
and at least one director should have a financial/accounting background.
4. Personal accomplishments that would provide ready acceptance by
shareholders that the individual was capable of representing their
interests.
5. An ability to invest in Hartford funds.
6. A person able to think through and discuss complicated regulatory and
financial issues and arrive at reasonable decisions on these issues on
behalf of the shareholders.
7. A person of high ethical standards.
8. Must meet minimum standards set out in the funds' audit committee
charter.
9. Must be "financially literate" as that term is defined under New York
Stock Exchange rules. For these purposes, this means the ability to read
and understand fundamental financial statements, including a company's
balance sheet, income statement, and cash flow statement. Directors who
have limited familiarity with finance can achieve such "literacy"
through fund-sponsored training programs.
C-5
ATTACHMENT D
The following tables outline the proposed changes in the fundamental
policies for each affected Fund, stating the current policy and the proposed
revised policy.
THE HARTFORD MUTUAL FUNDS II, INC.:
THE HARTFORD SMALLCAP GROWTH FUND
<Table>
<Caption>
PROPOSAL CURRENT POLICY REVISED POLICY
- -------- -------------- --------------
Proposal to revise The Fund "will not The Fund "will not purchase
fundamental policy concentrate its investments the securities or loans of
regarding investment in any particular industry, any issuer or borrower (other
concentrations within except that (i) it may invest than securities or loans
a particular industry. up to 25% of the value of its issued or guaranteed by the
total assets in any U.S. government or any of its
particular industry, and (ii) agencies or
there is no limitation with instrumentalities) if, as a
respect to investments in result, more than 25% of the
obligations issued or Fund's total assets would be
guaranteed by the U.S. invested in the securities or
Government or its agencies loans of companies whose
and instrumentalities. As to principal business activities
utility companies, gas, are in the same industry."
electric, water and telephone
companies will be considered
as separate industries. As to
finance companies, the
following categories will be
considered as separate
industries: (a) captive
automobile finance, such as
General Motors Acceptance
Corp. and Ford Motor Credit
Corp.; (b) captive equipment
finance companies, such as
Honeywell Finance Corporation
and General Electric Credit
Corp.; (c) captive retail
finance companies, such as
Macy Credit Corp. and Sears
Roebuck Acceptance Corp.; (d)
consumer loan companies, such
as Beneficial Finance
Corporation and Household
Finance Corporation; (e)
diversified finance companies
such as CIT Financial Corp.,
Commercial Credit Corporation
and Borg Warner Acceptance
Corp.; and (f) captive oil
finance companies, such as
Shell Credit, Inc., Mobil Oil
Credit Corp. and Texaco
Financial Services, Inc."
</Table>
D-1
<Table>
<Caption>
THE HARTFORD SMALLCAP GROWTH FUND
(CONT.)
PROPOSAL CURRENT POLICY REVISED POLICY
- -------- -------------- --------------
Proposal to revise The Fund "will not invest in The Fund "will not purchase
fundamental policy real estate, except the Fund or sell real estate unless
regarding investments may invest in securities acquired as a result of
in real estate or issued by companies owning ownership of securities or
interests therein. real estate or interests other instruments, although
therein." it may purchase securities
secured by real estate or
interests therein, or
securities issued by
companies which invest in
real estate or interests
therein."
Proposal to revise The Fund "will not invest in The Fund "will not purchase
fundamental policy commodities or commodity or sell commodities or
regarding purchases contracts, other than for commodities contracts, except
and sales of hedging purposes only." that the Fund may purchase or
commodities and sell financial futures
commodities contracts. contracts, options on
financial futures contracts
and futures contracts,
forward contracts, and
options with respect to
foreign currencies, and may
enter into swap transactions
or other financial
transactions of any kind."
Proposal to revise The Fund "will not make loans The Fund "will not make
fundamental policy to other persons. Repurchase loans, except to the extent
regarding the making agreements, the lending of consistent with the
of loans to other securities and the acquiring Investment Company Act of
persons. of debt securities in 1940, as amended, and the
accordance with the rules and regulations
Prospectus and Statement of thereunder, or as may
Additional Information are otherwise be permitted from
not considered to be 'loans' time to time by regulatory
for this purpose." authority."
Proposal to eliminate The Fund "will not mortgage, The current policy will be
fundamental policy pledge or hypothecate its eliminated.
regarding the mortgage assets, except in an amount
of assets. not exceeding 10% of the
value of its total assets to
secure temporary or emergency
borrowing."
Proposal to eliminate The Fund "will not The current policy will be
fundamental policy participate on a joint or a eliminated.
regarding joint and several basis in
participation in any securities trading
securities trading account."
accounts.
</Table>
D-2
<Table>
<Caption>
THE HARTFORD SMALLCAP GROWTH FUND
(CONT.)
PROPOSAL CURRENT POLICY REVISED POLICY
- -------- -------------- --------------
Proposal to eliminate The Fund "will not purchase The current policy will be
fundamental policy from or sell to any officer, eliminated.
regarding certain director, or employee of the
purchases from and Company, or the Fund's
sales to officers, adviser or underwriter, or
directors and any of their officers or
employees. directors, any securities
other than shares of the
Fund's common stock."
Proposal to eliminate The Fund "will not make short The current policy will be
fundamental policy sales, except for sales eliminated.
regarding short sales. against the box.' While a
short sale is made by selling
a security the Fund does not
own, a short sale is 'against
the box' to the extent that
the Fund contemporaneously
owns or has the right to
obtain securities identical
to those sold short at no
added cost."
Proposal to revise The Fund "will not purchase The Fund "will not borrow
fundamental policy securities on margin or money or issue any class of
regarding the otherwise borrow money or senior securities, except to
borrowing of money, issue senior securities, the extent consistent with
issuing of senior except that the Fund in the Investment Company Act of
securities and accordance with its 1940, as amended, and the
purchasing securities investment objectives and rules and regulations
on margin. policies, may purchase thereunder, or as may
securities on a when-issued otherwise be permitted from
and delayed delivery basis, time to time by regulatory
within the limitations set authority."
forth in the Prospectus and
Statement of Additional
Information. The Fund may
also obtain such short-term
credit as it needs for the
clearance of securities
transactions, and may borrow
from banks, for the account
of the Fund, as a temporary
measure to facilitate
redemptions (but not for
leveraging or investment) an
amount that does not exceed
10% of the value of the
Fund's total assets. No
additional investment
securities may be purchased
by the Fund while outstanding
borrowings exceed 5% of the
value of the Fund's total
assets."
</Table>
D-3
THE HARTFORD GROWTH FUND
THE HARTFORD GROWTH OPPORTUNITIES FUND
THE HARTFORD U.S. GOVERNMENT SECURITIES FUND
THE HARTFORD VALUE OPPORTUNITIES FUND
<Table>
<Caption>
PROPOSAL CURRENT POLICY REVISED POLICY
- -------- -------------- --------------
Proposal to revise The Fund "will not purchase The Fund "will not purchase
fundamental policy the securities of any issuer the securities or loans of
regarding investment (other than securities issued any issuer or borrower (other
concentrations within or guaranteed by the U.S. than securities or loans
a particular industry. government or any of its issued or guaranteed by the
agencies or U.S. government or any of its
instrumentalities) if, as a agencies or
result, more than 25% of the instrumentalities) if, as a
Fund's total assets would be result, more than 25% of the
invested in the securities of Fund's total assets would be
companies whose principal invested in the securities or
business activities are in loans of companies whose
the same industry." principal business activities
are in the same industry."
</Table>
D-4
THE HARTFORD TAX-FREE NATIONAL FUND
THE HARTFORD TAX-FREE MINNESOTA FUND
<Table>
<Caption>
PROPOSAL CURRENT POLICY REVISED POLICY
- -------- -------------- --------------
Proposal to revise The Fund "will not purchase The Fund "will not purchase
fundamental policy the securities of any issuer the securities or loans of
regarding investment (other than securities issued any issuer or borrower (other
concentrations within or guaranteed by the U.S. than securities or loans
a particular industry. government or any of its issued or guaranteed by the
agencies or U.S. government or any of its
instrumentalities) if, as a agencies or
result, more than 25% of the instrumentalities) if, as a
Fund's total assets would be result, more than 25% of the
invested in the securities of Fund's total assets would be
companies whose principal invested in the securities or
business activities are in loans of companies whose
the same industry. . . . principal business activities
[T]ax exempt securities are are in the same industry.
not subject to this . . . [T]ax exempt securities
limitation unless they are are not subject to this
backed by the assets and limitation unless they are
revenues of non-governmental backed by the assets and
issuers; this limitation will revenues of non-governmental
not apply to tax exempt issuers; this limitation will
securities that have been not apply to tax exempt
refunded with U.S. government securities that have been
securities." refunded with U.S. government
securities."
</Table>
D-5
THE HARTFORD MUTUAL FUNDS, INC.:
THE HARTFORD CAPITAL APPRECIATION FUND
THE HARTFORD DISCIPLINED EQUITY FUND
THE HARTFORD STOCK FUND
<Table>
<Caption>
PROPOSAL CURRENT POLICY REVISED POLICY
- -------- -------------- --------------
Proposal to revise the The Fund "will not issue The Fund "will not borrow
fundamental policy senior securities." money or issue any class of
regarding the issuing senior securities, except to
of senior securities. the extent consistent with the
Investment Company Act of
1940, as amended, and the
rules and regulations
thereunder, or as may
otherwise be permitted from
time to time by regulatory
authority."
Proposal to revise the The Fund "will not borrow The Fund "will not borrow
fundamental policy money, except from banks and money or issue any class of
regarding the then only if immediately after senior securities, except to
borrowing of money. each such borrowing there is the extent consistent with the
asset coverage of at least Investment Company Act of
300% as defined in the 1940 1940, as amended, and the
Act." rules and regulations
thereunder, or as may
otherwise be permitted from
time to time by regulatory
authority."
Proposal to revise the The Fund "will not invest 25% The Fund "will not purchase
fundamental policy or more of its total assets in the securities or loans of any
regarding investment the securities of one or more issuer or borrower (other than
concentrations within issuers conducting their securities or loans issued or
a particular industry. principal business activities guaranteed by the U.S.
in the same industry government or any of its
(excluding the U.S. Government agencies or instrumentalities)
or any of its agencies or if, as a result, more than 25%
instrumentalities)." of the Fund's total assets
would be invested in the
securities or loans of
companies whose principal
business activities are in the
same industry."
Proposal to revise the The Fund "will not make loans, The Fund "will not make loans,
fundamental policy except through (a) the except to the extent
regarding the making purchase of debt obligations consistent with the Investment
of loans. in accordance with the Fund's Company Act of 1940, as
investment objective and amended, and the rules and
policies, (b) repurchase regulations thereunder, or as
agreements with banks, may otherwise be permitted
brokers, dealers and other from time to time by
financial institutions, and regulatory authority."
(c) loans of cash or
securities as permitted by
applicable law."
</Table>
D-6
<Table>
<Caption>
THE HARTFORD CAPITAL APPRECIATION FUND
THE HARTFORD DISCIPLINED EQUITY FUND
THE HARTFORD STOCK FUND
(CONT.)
PROPOSAL CURRENT POLICY REVISED POLICY
- -------- -------------- --------------
Proposal to revise the Each Fund "will not underwrite Each Fund "will not act as an
fundamental policy securities issued by others, underwriter of securities of
regarding underwriting except to the extent that the other issuers, except to the
securities. sale of portfolio securities extent that, in connection
by the Fund may be deemed to with the disposition of
be an underwriting." portfolio securities, the Fund
may be deemed an underwriter
under applicable laws."
Proposal to revise the Each Fund "will not purchase Each Fund "will not purchase
fundamental policy or sell real estate, except or sell real estate unless
regarding investments that each Fund may (a) acquire acquired as a result of
in real estate and or lease office space for its ownership of securities or
interests therein. own use, (b) invest in other instruments, although it
securities of issuers that may purchase securities
invest in real estate or secured by real estate or
interests therein (e.g., real interests therein, or
estate investment trusts), (c) securities issued by companies
invest in securities that are which invest in real estate or
secured by real estate or interests therein."
interests therein, (d)
purchase and sell mortgage-
related securities, (e) hold
and sell real estate acquired
by the Fund as a result of the
ownership of securities and
(f) invest in real estate
limited partnerships."
Proposal to revise the Each Fund "will not invest in Each Fund "will not purchase
fundamental policy commodities or commodity or sell commodities or
regarding purchases contracts, except that the commodities contracts, except
and sales of Fund may invest in currency that the Fund may purchase or
commodities and and financial instruments and sell financial futures
commodities contracts. contracts that are commodities contracts, options on
or commodity contracts." financial futures contracts
and futures contracts, forward
contracts, and options with
respect to foreign currencies,
and may enter into swap
transactions or other
financial transactions of any
kind."
</Table>
D-7
<Table>
<Caption>
THE HARTFORD CAPITAL APPRECIATION FUND
THE HARTFORD DISCIPLINED EQUITY FUND
THE HARTFORD STOCK FUND
(CONT.)
PROPOSAL CURRENT POLICY REVISED POLICY
- -------- -------------- --------------
Proposal to revise the "With respect to 75% of a Each Fund "has elected to be
fundamental policy Fund's total assets," each classified as a diversified
regarding the Fund "will not purchase series of an open-end
diversification of securities of an issuer (other management investment
investments. than cash, cash items or company."
securities issued or
guaranteed by the U.S.
Government, its agencies,
instrumentalities or
authorities), if (a) such
purchase would cause more than
5% of the Fund's total assets
taken at market value to be
invested in the securities of
such issuer; or (b) such
purchase would at the time
result in more than 10% of the
outstanding voting securities
of such issuer being held by
the Fund."
</Table>
D-8
THE HARTFORD GLOBAL HEALTH FUND
<Table>
<Caption>
PROPOSAL CURRENT POLICY REVISED POLICY
- -------- -------------- --------------
Proposal to revise the The Fund "will not issue The Fund "will not borrow
fundamental policy senior securities." money or issue any class of
regarding the issuing senior securities, except to
of senior securities. the extent consistent with
the Investment Company Act of
1940, as amended, and the
rules and regulations
thereunder, or as may
otherwise be permitted from
time to time by regulatory
authority."
Proposal to revise the The Fund "will not borrow The Fund "will not borrow
fundamental policy money, except from banks and money or issue any class of
regarding the then only if immediately senior securities, except to
borrowing of money. after each such borrowing the extent consistent with
there is asset coverage of at the Investment Company Act of
least 300% as defined in the 1940, as amended, and the
1940 Act." rules and regulations
thereunder, or as may
otherwise be permitted from
time to time by regulatory
authority."
Proposal concerning The Fund "normally invests at The Fund "will normally
fundamental policy least 25% of its total invest at least 25% of its
regarding investments assets, in the aggregate, in total assets, in the
within certain the following industries: aggregate, in the following
industries. pharmaceuticals, medical industries: pharmaceuticals
products, and health and biotechnology, medical
services." products, and health
services."
Proposal to revise the The Fund "will not make The Fund "will not make
fundamental policy loans, except through (a) the loans, except to the extent
regarding the making purchase of debt obligations consistent with the
of loans. in accordance with the Fund's Investment Company Act of
investment objective and 1940, as amended, and the
policies, (b) repurchase rules and regulations
agreements with banks, thereunder, or as may
brokers, dealers and other otherwise be permitted from
financial institutions, and time to time by regulatory
(c) loans of cash or authority."
securities as permitted by
applicable law."
Proposal to revise the The Fund "will not underwrite The Fund "will not act as an
fundamental policy securities issued by others underwriter of securities of
regarding underwriting except to the extent that the other issuers, except to the
securities. sale of portfolio securities extent that, in connection
by the Fund may be deemed to with the disposition of
be an underwriting." portfolio securities, the
Fund may be deemed an
underwriter under applicable
laws."
</Table>
D-9
<Table>
<Caption>
THE HARTFORD GLOBAL HEALTH FUND
(CONT.)
PROPOSAL CURRENT POLICY REVISED POLICY
- -------- -------------- --------------
Proposal to revise the The Fund "will not purchase The Fund "will not purchase
fundamental policy or sell real estate, except or sell real estate unless
regarding investments that the Fund may (a) acquire acquired as a result of
in real estate and or lease office space for its ownership of securities or
interests therein. own use, (b) invest in other instruments, although
securities of issuers that it may purchase securities
invest in real estate or secured by real estate or
interests therein (e.g., real interests therein, or
estate investment trusts), securities issued by
(c) invest in securities that companies which invest in
are secured by real estate or real estate or interests
interests therein, (d) therein."
purchase and sell mortgage-
related securities, (e) hold
and sell real estate acquired
by the Fund as a result of
the ownership of securities
and (f) invest in real estate
limited partnerships."
Proposal to revise the The Fund "will not invest in The Fund "will not purchase
fundamental policy commodities or commodity or sell commodities or
regarding purchases contracts, except that the commodities contracts, except
and sales of Fund may invest in currency that the Fund may purchase or
commodities and and financial instruments and sell financial futures
commodities contracts. contracts that are contracts, options on
commodities or commodity financial futures contracts
contracts." and futures contracts,
forward contracts, and
options with respect to
foreign currencies, and may
enter into swap transactions
or other financial
transactions of any kind."
</Table>
D-10
THE HARTFORD GLOBAL TECHNOLOGY FUND
<Table>
<Caption>
PROPOSAL CURRENT POLICY REVISED POLICY
- -------- -------------- --------------
Proposal to revise the The Fund "will not issue The Fund "will not borrow
fundamental policy senior securities." money or issue any class of
regarding the issuing of senior securities, except
senior securities. to the extent consistent
with the Investment Company
Act of 1940, as amended,
and the rules and
regulations thereunder, or
as may otherwise be
permitted from time to time
by regulatory authority."
Proposal to revise the The Fund "will not borrow The Fund "will not borrow
fundamental policy money, except from banks money or issue any class of
regarding the borrowing of and then only if senior securities, except
money. immediately after each such to the extent consistent
borrowing there is asset with the Investment Company
coverage of at least 300% Act of 1940, as amended,
as defined in the 1940 and the rules and
Act." regulations thereunder, or
as may otherwise be
permitted from time to time
by regulatory authority."
Proposal concerning The Fund "normally invests The Fund "will normally
fundamental policy at least 25% of its total invest at least 25% of its
regarding investments assets, in the aggregate, total assets, in the
within certain industries. in the following aggregate, in the following
industries: computers and industries: technology
computer equipment, hardware and equipment,
software and computer software and computer
services, electronics, and services, electronics,
communication equipment." communication equipment,
and technology-related
commercial services and
supplies."
Proposal to revise the The Fund "will not make The Fund "will not make
fundamental policy loans, except through (a) loans, except to the extent
regarding the making of the purchase of debt consistent with the
loans. obligations in accordance Investment Company Act of
with the Fund's investment 1940, as amended, and the
objective and policies, (b) rules and regulations
repurchase agreements with thereunder, or as may
banks, brokers, dealers and otherwise be permitted from
other financial time to time by regulatory
institutions, and (c) loans authority."
of cash or securities as
permitted by applicable
law."
</Table>
D-11
<Table>
<Caption>
THE HARTFORD GLOBAL TECHNOLOGY FUND
(CONT.)
PROPOSAL CURRENT POLICY REVISED POLICY
- -------- -------------- --------------
Proposal to revise the The Fund "will not The Fund "will not act as
fundamental policy underwrite securities an underwriter of
regarding underwriting issued by others, except to securities of other
securities. the extent that the sale of issuers, except to the
portfolio securities by the extent that, in connection
Fund may be deemed to be an with the disposition of
underwriting." portfolio securities, the
Fund may be deemed an
underwriter under
applicable laws."
Proposal to revise the The Fund "will not purchase The Fund "will not purchase
fundamental policy or sell real estate, except or sell real estate unless
regarding investments in that the Fund may (a) acquired as a result of
real estate and interests acquire or lease office ownership of securities or
therein. space for its own use, (b) other instruments, although
invest in securities of it may purchase securities
issuers that invest in real secured by real estate or
estate or interests therein interests therein, or
(e.g., real estate securities issued by
investment trusts), (c) companies which invest in
invest in securities that real estate or interests
are secured by real estate therein."
or interests therein, (d)
purchase and sell
mortgage-related
securities, (e) hold and
sell real estate acquired
by the Fund as a result of
the ownership of securities
and (f) invest in real
estate limited
partnerships."
Proposal to revise the The Fund "will not invest The Fund "will not purchase
fundamental policy in commodities or commodity or sell commodities or
regarding purchases and contracts, except that the commodities contracts,
sales of commodities and Fund may invest in currency except that the Fund may
commodities contracts. and financial instruments purchase or sell financial
and contracts that are futures contracts, options
commodities or commodity on financial futures
contracts." contracts and futures
contracts, forward
contracts, and options with
respect to foreign
currencies, and may enter
into swap transactions or
other financial
transactions of any kind."
</Table>
D-12
THE HARTFORD ADVISERS FUND
THE HARTFORD DIVIDEND AND GROWTH FUND
THE HARTFORD EQUITY INCOME FUND
THE HARTFORD FOCUS FUND
THE HARTFORD GLOBAL LEADERS FUND
THE HARTFORD HIGH YIELD FUND
THE HARTFORD INCOME FUND
THE HARTFORD INFLATION PLUS FUND
THE HARTFORD INTERNATIONAL CAPITAL APPRECIATION FUND
THE HARTFORD INTERNATIONAL OPPORTUNITIES FUND
THE HARTFORD INTERNATIONAL SMALL COMPANY FUND
THE HARTFORD MIDCAP FUND
THE HARTFORD MIDCAP VALUE FUND
THE HARTFORD MONEY MARKET FUND
THE HARTFORD SHORT DURATION FUND
THE HARTFORD SMALL COMPANY FUND
THE HARTFORD TOTAL RETURN BOND FUND
THE HARTFORD VALUE FUND
<Table>
<Caption>
PROPOSAL CURRENT POLICY REVISED POLICY
- -------- -------------- --------------
Proposal to revise The Fund "will not purchase The Fund "will not purchase
fundamental policy the securities of any the securities or loans of
regarding investment issuer (other than any issuer or borrower
concentrations within a securities issued or (other than securities or
particular industry. guaranteed by the U.S. loans issued or guaranteed
government or any of its by the U.S. government or
agencies or any of its agencies or
instrumentalities) if, as a instrumentalities) if, as a
result, more than 25% of result, more than 25% of
the Fund's total assets the Fund's total assets
would be invested in the would be invested in the
securities of companies securities or loans of
whose principal business companies whose principal
activities are in the same business activities are in
industry." the same industry."
</Table>
D-13
THE HARTFORD AGGRESSIVE GROWTH ALLOCATION FUND
THE HARTFORD BALANCED ALLOCATION FUND
THE HARTFORD CONSERVATIVE ALLOCATION FUND
THE HARTFORD GROWTH ALLOCATION FUND
THE HARTFORD INCOME ALLOCATION FUND
<Table>
<Caption>
PROPOSAL CURRENT POLICY REVISED POLICY
- -------- -------------- --------------
Proposal to revise The Fund "will not purchase The Fund "will not purchase
fundamental policy the securities of any the securities or loans of
regarding investment issuer (other than any issuer or borrower
concentrations within a securities issued or (other than securities or
particular industry. guaranteed by the U.S. loans issued or guaranteed
government or any of its by the U.S. government or
agencies or any of its agencies or
instrumentalities) if, as a instrumentalities) if, as a
result, more than 25% of result, more than 25% of
the Fund's total assets the Fund's total assets
would be invested in the would be invested in the
securities of companies securities or loans of
whose principal business companies whose principal
activities are in the same business activities are in
industry; except that the the same industry; except
Fund may invest more than that the Fund may invest
25% of its assets in any more than 25% of its assets
one Underlying Fund." in any one Underlying
Fund."
</Table>
D-14
THE HARTFORD TAX-FREE CALIFORNIA FUND
THE HARTFORD TAX-FREE NEW YORK FUND
<Table>
<Caption>
PROPOSAL CURRENT POLICY REVISED POLICY
- -------- -------------- --------------
Proposal to revise The Fund "will not purchase The Fund "will not purchase
fundamental policy the securities of any the securities or loans of
regarding investment issuer (other than any issuer or borrower
concentrations within a securities issued or (other than securities or
particular industry. guaranteed by the U.S. loans issued or guaranteed
government or any of its by the U.S. government or
agencies or any of its agencies or
instrumentalities) if, as a instrumentalities) if, as a
result, more than 25% of result, more than 25% of
the Fund's total assets the Fund's total assets
would be invested in the would be invested in the
securities of companies securities or loans of
whose principal business companies whose principal
activities are in the same business activities are in
industry. . . . [T]ax the same
exempt securities are not industry. . . . [T]ax
subject to this limitation exempt securities are not
unless they are backed by subject to this limitation
the assets and revenues of unless they are backed by
non-governmental issuers; the assets and revenues of
this limitation will not non- governmental issuers;
apply to tax exempt this limitation will not
securities that have been apply to tax exempt
refunded with U.S. securities that have been
government securities." refunded with U.S.
government securities."
</Table>
D-15
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URGENT REQUEST! WE NEED YOUR VOTE TODAY!
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Look Inside For Your Proxy Information
THE HARTFORD MUTUAL FUNDS, INC. PROXY
THE HARTFORD MUTUAL FUNDS II, INC.
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS
[THE HARTFORD LOGO] TO BE HELD ON SEPTEMBER 7, 2005
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. The undersigned
appoints Edward P. Macdonald, Tamara L. Fagely and Jill G. Powilatis 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 of the companies named above (the "Funds") held
by the undersigned on June 21, 2005, at a Special Meeting of Shareholders to be
held at the offices of Hartford Investment Financial Services, LLC, 200
Hopmeadow Street, Simsbury, Connecticut, on September 7, 2005, at 8:30 a.m.,
Eastern Time, and at any adjournments or postponements thereof, upon the matters
as set forth in the Notice of Joint Special Meeting of Shareholders and Proxy
Statement, with all powers the undersigned would possess if present in person.
All previous proxies with respect to the meeting are revoked. Receipt of the
Notice of Joint Special Meeting of Shareholders and Proxy Statement is
acknowledged by your execution of this proxy. This proxy may be revoked at any
time before it is exercised by giving written notice of revocation to the
Secretary of the Fund or by executing a superceding proxy.
VOTE VIA THE INTERNET: HTTPS://VOTE.PROXY-DIRECT.COM
VOTE VIA THE TELEPHONE: 1-866-241-6192
999 99999 999 999
NOTE: Please sign exactly as name
appears to the left. When signing as
attorney, executor, administrator,
trustee, or guardian, please give full
title as such. If signing for a
corporation, please sign in full
corporate name by authorized person. If
a partnership, please sign in
partnership name by authorized person.
---------------------------------------
Signature
---------------------------------------
Date HMF_15105_GS
FUND FUND FUND
Fund Name Drop-In 1 2652.8576 Fund Name Drop-In 2 1026.8572 Fund Name Drop-In 3 1026.8572
Fund Name Drop-In 4 57858.6497 Fund Name Drop-In 5 3365.9812 Fund Name Drop-In 6 3365.9812
Fund Name Drop-In 7 103.0851 Fund Name Drop-In 8 9658.0602 Fund Name Drop-In 9 9658.0602
THIS PROXY WILL BE VOTED AS INSTRUCTED ON THE NOMINEES AND PROPOSALS SET FORTH
BELOW. IT IS UNDERSTOOD THAT IF NO CHOICE IS SPECIFIED, THIS PROXY WILL BE VOTED
"FOR" ALL THE NOMINEES AND PROPOSALS IF THE PROXY CARD IS SIGNED, DATED, AND
RETURNED.
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS
AS MAY PROPERLY COME BEFORE THE MEETING AND ANY ADJOURNMENTS OR POSTPONEMENTS OF
THE MEETING. A SHAREHOLDER WISHING TO VOTE IN ACCORDANCE WITH THE BOARD OF
DIRECTORS' RECOMMENDATION NEED ONLY SIGN AND DATE THIS PROXY CARD AND RETURN IT
IN THE ENVELOPE PROVIDED.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS. EXAMPLE:[X]
[ ] To vote FOR ALL Funds on ALL Proposals mark this box. (If this box is
marked, no other vote is necessary.)
1. TO ELECT THE FOLLOWING NOMINEES TO THE BOARD OF DIRECTORS:
FOR WITHHOLD FOR ALL
01 L.S. Birdsong 02 R.M. Gavin 03 D.E. Hill ALL ALL EXCEPT
04 P.O. Peterson 05 T.M. Marra 06 L.A. Smith [ ] [ ] [ ]
07 D.M. Znamierowski 08 S.S. Jaffee 09 W.P. Johnston
To withhold authority to vote for any individual, mark the box "FOR ALL EXCEPT"
and write the nominee's number on the line provided below:
- --------------------------------------------------------------------------------
2. PROPOSAL TO PERMIT THE FUNDS' INVESTMENT ADVISER TO SELECT AND CONTRACT
WITH SUB-ADVISERS WITHOUT OBTAINING SHAREHOLDER APPROVAL.
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
Fund Name Drop-In 1 [ ] [ ] [ ] Fund Name Drop-In 2 [ ] [ ] [ ] Fund Name Drop-In 3 [ ] [ ] [ ]
Fund Name Drop-In 4 [ ] [ ] [ ] Fund Name Drop-In 5 [ ] [ ] [ ] Fund Name Drop-In 6 [ ] [ ] [ ]
Fund Name Drop-In 7 [ ] [ ] [ ] Fund Name Drop-In 8 [ ] [ ] [ ] Fund Name Drop-In 9 [ ] [ ] [ ]
3(A)(i). PROPOSAL TO REVISE THE FUNDAMENTAL POLICY REGARDING THE ISSUING OF
SENIOR SECURITIES.
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
Fund Name Drop-In 1 [ ] [ ] [ ] Fund Name Drop-In 2 [ ] [ ] [ ] Fund Name Drop-In 3 [ ] [ ] [ ]
Fund Name Drop-In 4 [ ] [ ] [ ] Fund Name Drop-In 5 [ ] [ ] [ ] [ ] [ ] [ ]
3(A)(ii). PROPOSAL TO REVISE THE FUNDAMENTAL POLICY REGARDING THE BORROWING OF
MONEY.
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
Fund Name Drop-In 1 [ ] [ ] [ ] Fund Name Drop-In 2 [ ] [ ] [ ] Fund Name Drop-In 3 [ ] [ ] [ ]
Fund Name Drop-In 4 [ ] [ ] [ ] Fund Name Drop-In 5 [ ] [ ] [ ]
3(A)(iii). PROPOSAL TO REVISE THE FUNDAMENTAL POLICY REGARDING THE BORROWING OF
MONEY, ISSUING OF SENIOR SECURITIES AND PURCHASING SECURITIES ON
MARGIN.
FOR AGAINST ABSTAIN
Fund Name Drop-In 1 [ ] [ ] [ ]
3(B). PROPOSAL TO ELIMINATE THE FUNDAMENTAL POLICY REGARDING THE PLEDGING,
MORTGAGING OR HYPOTHECATING OF ASSETS.
FOR AGAINST ABSTAIN
Fund Name Drop-In 1 [ ] [ ] [ ]
3(C). PROPOSAL TO REVISE THE FUNDAMENTAL POLICY REGARDING UNDERWRITING
SECURITIES.
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
Fund Name Drop-In 1 [ ] [ ] [ ] Fund Name Drop-In 2 [ ] [ ] [ ] Fund Name Drop-In 3 [ ] [ ] [ ]
Fund Name Drop-In 4 [ ] [ ] [ ] Fund Name Drop-In 5 [ ] [ ] [ ]
3(D). PROPOSAL TO REVISE THE FUNDAMENTAL POLICY REGARDING INVESTMENTS IN
REAL ESTATE OR INTERESTS THEREIN.
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
Fund Name Drop-In 1 [ ] [ ] [ ] Fund Name Drop-In 2 [ ] [ ] [ ] Fund Name Drop-In 3 [ ] [ ] [ ]
Fund Name Drop-In 4 [ ] [ ] [ ] Fund Name Drop-In 5 [ ] [ ] [ ] Fund Name Drop-In 6 [ ] [ ] [ ]
3(E). PROPOSAL TO REVISE THE FUNDAMENTAL POLICY REGARDING PURCHASES AND
SALES OF COMMODITIES AND COMMODITIES CONTRACTS.
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
Fund Name Drop-In 1 [ ] [ ] [ ] Fund Name Drop-In 2 [ ] [ ] [ ] Fund Name Drop-In 3 [ ] [ ] [ ]
Fund Name Drop-In 4 [ ] [ ] [ ] Fund Name Drop-In 5 [ ] [ ] [ ] Fund Name Drop-In 6 [ ] [ ] [ ]
3(F). PROPOSAL TO REVISE THE FUNDAMENTAL POLICY REGARDING THE
DIVERSIFICATION OF INVESTMENTS.
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
Fund Name Drop-In 1 [ ] [ ] [ ] Fund Name Drop-In 2 [ ] [ ] [ ] Fund Name Drop-In 3 [ ] [ ] [ ]
3(G). PROPOSAL TO REVISE THE FUNDAMENTAL POLICY REGARDING INVESTMENT
CONCENTRATIONS WITHIN A PARTICULAR INDUSTRY.
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
Fund Name Drop-In 1 [ ] [ ] [ ] Fund Name Drop-In 2 [ ] [ ] [ ] Fund Name Drop-In 3 [ ] [ ] [ ]
Fund Name Drop-In 4 [ ] [ ] [ ]
3(H)(i). PROPOSAL TO ELIMINATE THE FUNDAMENTAL POLICY REGARDING PURCHASES FROM
AND SALES TO OFFICERS, DIRECTORS AND EMPLOYEES.
FOR AGAINST ABSTAIN
Fund Name Drop-In 1 [ ] [ ] [ ]
3(H)(ii). PROPOSAL TO ELIMINATE THE FUNDAMENTAL POLICY REGARDING SECURITIES
TRADING ACCOUNTS.
FOR AGAINST ABSTAIN
Fund Name Drop-In 1 [ ] [ ] [ ]
3(I). PROPOSAL TO REVISE THE FUNDAMENTAL POLICY REGARDING THE MAKING OF
LOANS.
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
Fund Name Drop-In 1 [ ] [ ] [ ] Fund Name Drop-In 2 [ ] [ ] [ ] Fund Name Drop-In 3 [ ] [ ] [ ]
Fund Name Drop-In 4 [ ] [ ] [ ] Fund Name Drop-In 5 [ ] [ ] [ ] Fund Name Drop-In 6 [ ] [ ] [ ]
3(J). PROPOSAL TO ELIMINATE THE FUNDAMENTAL POLICY REGARDING SHORT SALES.
FOR AGAINST ABSTAIN
Fund Name Drop-In 1 [ ] [ ] [ ]
3(K). PROPOSAL TO REVISE THE FUNDAMENTAL POLICY REGARDING INVESTMENTS IN
CERTAIN INDUSTRIES.
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
Fund Name Drop-In 1 [ ] [ ] [ ] Fund Name Drop-In 2 [ ] [ ] [ ]
PLEASE VOTE, SIGN, DATE AND PROMPTLY RETURN YOUR PROXY IN THE ENCLOSED ENVELOPE!
HMF_15105_GS