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. _____________)
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The Hartford Mutual Funds, Inc.
(Name of Registrant as Specified in Its Charter)
_____________________________________________________________________
(Name of Person(s) Filing Proxy Statement if Other than the Registrant)
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MARCH 24, 2006
THE HARTFORD SMALL COMPANY FUND
THE HARTFORD MUTUAL FUNDS, INC.,
ON BEHALF OF
THE HARTFORD SMALL COMPANY FUND
March 24, 2006
THE HARTFORD SMALL COMPANY FUND
Dear Shareholders:
You are cordially invited to attend a Special Meeting of Shareholders (the
"Meeting") of The Hartford Small Company Fund (the "Fund"), a series of The
Hartford Mutual Funds, Inc. (the "Company"). The Meeting will take place on May
23, 2006 at 10:00 a.m. Eastern Time at the offices of Hartford Investment
Financial Services, LLC ("HIFSCO"), 200 Hopmeadow Street, Simsbury, Connecticut
06089.
At the Meeting, shareholders will be asked to vote on the matters listed in
the attached Notice of Special Meeting of Shareholders. As explained in the
enclosed Proxy Statement, the purpose of the Meeting is (i) to vote on the
approval of a sub-advisory agreement between HIFSCO, the Fund's investment
manager, and Hartford Investment Management Company ("Hartford Investment
Management"), an affiliate of HIFSCO, pursuant to which Hartford Investment
Management will serve as an additional sub-adviser to the Fund and manage a
portion of the Fund's assets; and (ii) to transact such other business as may
properly come before the Meeting, or any adjournment(s) or postponement(s)
thereof.
The Company's Board of Directors has reviewed and approved this proposal
and recommends that you vote FOR the proposal. The Proxy Statement provides more
information on the proposed sub-advisory agreement. Please read it carefully,
complete the enclosed proxy card, and return your completed proxy card in the
enclosed, addressed, postage-paid envelope; or take advantage of the telephonic
or internet voting procedures described in the Proxy Statement. YOUR VOTE IS
IMPORTANT. If we do not hear from you after a reasonable period of time, you may
receive a telephone call from a representative of The Hartford Financial
Services Group, Inc. ("The Hartford") or from our proxy solicitor, MIS, an ADP
Company, reminding you to vote your shares.
Very truly yours,
/s/ David M. Znamierowski
David M. Znamierowski
President and Chief Executive Officer
IMPORTANT INFORMATION
We encourage you to read the enclosed Proxy Statement. However, we
thought it would be helpful to provide brief answers to some questions.
Q. WHAT PROPOSALS ARE SHAREHOLDERS BEING ASKED TO CONSIDER AT THE UPCOMING
SPECIAL MEETING?
A. Shareholders of The Hartford Small Company Fund (the "Fund"), a series of
The Hartford Mutual Funds, Inc. (the "Company"), are being asked to consider one
proposal (the "Proposal"): to approve a proposed sub-advisory agreement (the
"Agreement") between Hartford Investment Financial Services, LLC ("HIFSCO"), the
Fund's investment manager, and Hartford Investment Management Company ("Hartford
Investment Management"), an affiliate of HIFSCO, pursuant to which Hartford
Investment Management will serve as an additional sub-adviser to the Fund and
manage a portion of the Fund's assets. Wellington Management Company, LLP
("Wellington Management"), the Fund's current sole sub-adviser, will continue to
manage a portion of the Fund's assets.
Q. HOW WILL ADDING HARTFORD INVESTMENT MANAGEMENT AS A NEW SUB-ADVISER BENEFIT
THE FUND AND ITS SHAREHOLDERS?
A. Wellington Management, which currently serves as the Fund's sole sub-
adviser, has limited capacity to manage additional assets in the small cap
growth strategy. As a result, with limited exceptions, the Fund no longer offers
its Class A, Class B or Class C shares for investment to the public, including
to the Fund's existing shareholders. Adding an additional sub-adviser to the
Fund would permit the Fund to re-open its Class A, Class B and Class C shares to
new investments.
The appointment of a new sub-adviser and anticipated increase in the Fund's
asset size resulting from sales of Class A, Class B and Class C shares of the
Fund are expected to benefit Fund shareholders by: (1) providing existing
holders of Class A, Class B, and Class C shares with renewed access to the
highly demanded small-cap growth asset class within a fund and operational
structure with which they are already familiar; (2) providing access to a
talented and experienced portfolio manager with a complementary investment style
to the current sub-adviser while achieving greater diversification; and (3)
offering the opportunity to achieve lower expenses through a lower management
fee schedule at certain asset levels.
Q. WHY ARE SHAREHOLDERS BEING ASKED TO APPROVE A NEW SUB-ADVISORY AGREEMENT
WITH HARTFORD INVESTMENT MANAGEMENT?
A. The laws governing mutual funds require a Fund to obtain shareholder
approval before entering into a new advisory or sub-advisory agreement. The Fund
operates pursuant to an order from the U.S. Securities and Exchange Commission
that permits its investment manager to implement new investment
sub-advisory agreements with sub-advisers for the Fund that are not affiliated
with the investment manager with the approval of the Fund's Board of Directors
but without shareholder approval (the "Order"). Under the Order, the investment
manager may not enter into a sub-advisory agreement with a sub-adviser that is
an "affiliated person," as defined in the Investment Company Act of 1940, as
amended, of the Fund or the investment manager without that sub-advisory
agreement being approved by Fund shareholders. Because Hartford Investment
Management is affiliated with HIFSCO, shareholder approval of the proposed
sub-advisory agreement is required.
Q. WILL THE FUND'S INVESTMENT GOAL CHANGE IF THE PROPOSAL IS APPROVED?
A. No. The Fund's investment goal of seeking growth of capital, as well as its
policy of investing primarily in small capitalization companies, will remain the
same. However, Hartford Investment Management may use different strategies to
achieve this goal than Wellington Management currently uses. With Hartford
Investment Management's appointment to manage a portion of the Fund's portfolio,
the Fund's investment strategy overall will reflect a blend of Hartford
Investment Management's and Wellington Management's investment approaches, with
each sub-adviser responsible for the assets allocated to it by HIFSCO. Please
refer to the enclosed Proxy Statement for information regarding Hartford
Investment Management's investment approach and how it complements Wellington
Management's investment approach.
Q. WILL THE PROPOSAL RESULT IN HIGHER FUND EXPENSES?
A. No. The Proposal will not increase Fund expenses. The Fund pays an advisory
fee to HIFSCO and HIFSCO is responsible for paying the sub-advisory fee to
Hartford Investment Management and Wellington Management. If the Proposal is
approved, HIFSCO has agreed to reduce the Fund's investment advisory fee
schedule by adding breakpoints at certain asset levels while the Fund's other
fees will remain the same. Please refer to the Proxy Statement for further
information on the reductions to the investment advisory fee schedule.
Q. HAS THE BOARD OF DIRECTORS APPROVED THE PROPOSAL?
A. Yes. The Board of Directors has reviewed and approved the Proposal, and
recommends that you vote FOR the Proposal.
Q. HOW CAN I VOTE?
A. You can vote:
- By mail: complete and return your proxy card in the addressed envelope.
- By telephone, call the toll-free number listed on your proxy card and
follow the recorded instructions.
- By internet: log on to the website listed on your proxy card and follow
the on-screen instructions.
Whichever method you choose, please take the time to read the Proxy
Statement before you vote.
Q. WHEN SHOULD I VOTE?
A. Please vote as soon as possible. Representatives of The Hartford or MIS, an
ADP Company, a firm authorized by The Hartford to assist in the solicitation of
proxies, may be contacting you to urge you to vote on this important matter.
Q. WHERE CAN I OBTAIN ADDITIONAL INFORMATION ABOUT THIS PROXY STATEMENT?
A. For information about voting, please call toll-free 1-877-333-2297.
To view The Hartford Mutual Funds' 2005 Annual Report or a copy of this
Proxy Statement, or to obtain additional information about the Proxy Statement:
Please go to www.hartfordinvestor.com (see "Your Vote Counts! Get Your 2006
Proxy Information" under "Points of Interest" on or after March 27, 2006); or
call 1-888-843-7824 to request a copy.
THE ATTACHED PROXY STATEMENT CONTAINS
MORE DETAILED INFORMATION ABOUT THE PROPOSAL. PLEASE READ IT CAREFULLY.
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
A Special Meeting of Shareholders (the "Meeting") of The Hartford Small
Company Fund (the "Fund") a series of The Hartford Mutual Funds, Inc. (the
"Company"), will take place on May 23, 2006 at 10:00 a.m. Eastern Time at the
offices of Hartford Investment Financial Services, LLC ("HIFSCO"), 200 Hopmeadow
Street, Simsbury, Connecticut 06089 for the following purposes:
1. TO APPROVE A SUB-ADVISORY AGREEMENT BETWEEN HIFSCO, THE FUND'S
INVESTMENT MANAGER, AND HARTFORD INVESTMENT MANAGEMENT COMPANY
("HARTFORD INVESTMENT MANAGEMENT"), AN AFFILIATE OF HIFSCO, PURSUANT TO
WHICH HARTFORD INVESTMENT MANAGEMENT WILL SERVE AS AN ADDITIONAL
SUB-ADVISER OF THE FUND AND MANAGE A PORTION OF THE FUND'S ASSETS; AND
2. TO TRANSACT SUCH OTHER ADDITIONAL MATTERS AS MAY PROPERLY COME BEFORE
THE MEETING.
The Board of Directors of the Company recommends that you vote FOR the
proposal listed in this notice. Shareholders of record on March 1, 2006 are
entitled to notice of and to vote at the Meeting.
Please read the enclosed Proxy Statement carefully for information
concerning the proposal to be placed before the Meeting or any adjournments or
postponements thereof. Additional matters would include only matters that were
not anticipated as of the date of the enclosed Proxy Statement.
YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE
MEETING, PLEASE FILL IN, SIGN, DATE, AND MAIL THE ENCLOSED PROXY CARD AS
PROMPTLY AS POSSIBLE, OR TAKE ADVANTAGE OF THE TELEPHONIC OR INTERNET VOTING
PROCEDURES DESCRIBED IN THE PROXY STATEMENT, IN ORDER TO SAVE ANY FURTHER
SOLICITATION EXPENSE. AN ADDRESSED, POSTAGE-PAID ENVELOPE IS ENCLOSED.
By order of the Board of Directors,
/s/ Edward P. Macdonald
Edward P. Macdonald
Secretary
Dated: March 24, 2006
THE HARTFORD MUTUAL FUNDS, INC.
500 BIELENBERG DRIVE
WOODBURY, MINNESOTA 55125-4401
THE HARTFORD SMALL COMPANY FUND
(THE "FUND")
PROXY STATEMENT
MARCH 24, 2006
The enclosed proxy card is solicited by the Board of Directors (the
"Board") of The Hartford Mutual Funds, Inc. (the "Company"), in connection with
the Special Meeting of Shareholders of The Hartford Small Company Fund (the
"Fund"), to be held May 23, 2006, at 10:00 a.m., Eastern Time, at the offices of
Hartford Investment Financial Services, LLC ("HIFSCO"), 200 Hopmeadow Street,
Simsbury, Connecticut 06089, and at any adjournment(s) or postponement(s) of the
Meeting.
The costs of solicitation, including the cost of preparing and mailing the
Notice of the Special Meeting of Shareholders and this Proxy Statement, will be
paid by HIFSCO, the Fund's investment manager. The approximate mailing date of
this Proxy Statement is March 27, 2006. Representatives of The Hartford
Financial Services Group, Inc. ("The Hartford") or MIS, an ADP Company ("MIS"),
a firm authorized by The Hartford to assist in the solicitation of proxies, may
contact you to solicit your proxy by mail or by telephone. As the meeting date
approaches, shareholders of the Fund may receive a telephone call from a
representative of MIS 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.
HIFSCO serves as the Fund's investment manager and the Company's
administrator and principal underwriter. HIFSCO is principally located at 200
Hopmeadow Street, Simsbury, Connecticut 06089.
Shareholders may revoke authority to vote their shares by giving written
notice of revocation to the Secretary of the Company. Unless revoked, properly
executed proxy cards that have been returned by shareholders without
instructions will be voted "FOR" the proposal to approve a sub-advisory
agreement between HIFSCO and Hartford Investment Management Company ("Hartford
Investment Management") pursuant to which Hartford Investment Management will
serve as an additional sub-adviser of the Fund and manage a portion of the
Fund's assets (the "Proposal"). In instances where choices are specified by the
shareholders in the proxy card, those shareholders' votes will be voted or the
votes will be withheld in accordance with the shareholders' choices.
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Votes can be cast to approve or disapprove the Proposal. Abstentions and broker
non-votes (proxy cards received by the Company from brokers or nominees when the
broker or nominee has not received instructions from the beneficial owner or
other persons entitled to vote and has no 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" the Proposal. So far as the Board is 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, the persons named as proxies intend to vote upon such matters
according to their best judgment.
Shareholders may vote by completing and returning the enclosed proxy card.
Shareholders may also vote by touchtone telephone or by internet by following
the instructions on the proxy card. To vote by internet or by telephone,
shareholders will need the "control number" that appears on the proxy card.
After inputting this number, shareholders will be prompted to provide their
voting instructions on the Proposal. Shareholders will have an opportunity to
review the voting instructions and make any necessary changes before submitting
the voting instructions and terminating the telephone call or internet link.
In all cases where a telephonic proxy is solicited by MIS, the MIS
representative is required to ask for each shareholder's full name and address,
or the ZIP code or employer identification number, and to confirm that the
shareholder has received the proxy materials in the mail. If the shareholder is
a corporation or other entity, the MIS representative is required to ask for the
person's title and for confirmation that the person is authorized to direct the
voting of the shares. If the information solicited agrees with the information
previously provided to MIS, then the MIS representative will explain the proxy
voting process, read the Proposal listed on the proxy card and ask for the
shareholder's instructions on the Proposal. Although the MIS 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 MIS representative will record the
shareholder's instructions on the card. Within 72 hours, the shareholder will be
sent a letter or mailgram to confirm his or her vote and asking the shareholder
to call the MIS immediately if his or her instructions are not correctly
reflected in the confirmation.
Although a shareholder's vote may be solicited and taken by telephone, each
shareholder will also receive a copy of this Proxy Statement and may vote by
mail using the enclosed proxy card or by touchtone telephone or the internet as
set forth on the proxy card. The last proxy vote received in time to be voted,
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whether by proxy card, touchtone telephone or internet, will be the vote that is
counted and will revoke all previous votes by the shareholder.
Only those shareholders owning shares as of the close of business on March
1, 2006 (the "Record Date") may vote at the Meeting or any adjournment(s) or
postponement(s) of the Meeting. Appendix A sets forth the issued and outstanding
shares of the Fund as of the Record Date. Each full share outstanding is
entitled to one vote, and each fractional share outstanding is entitled to a
proportionate share of one vote. As a shareholder, you will not have appraisal
rights in connection with the Proposal described in this Proxy Statement.
The presence, either in person or by proxy, of shareholders owning a
majority of shares of the Fund entitled to vote at the Meeting shall constitute
a quorum. If a quorum is not present at the Meeting, or if a quorum is present
but sufficient votes to approve any proposal 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. If the Proposal
receives a sufficient number of votes for approval prior to any adjournment, the
Proposal shall be deemed adopted and shall not require any further shareholder
approval at any adjournment or otherwise.
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PROPOSAL
APPROVAL OF A SUB-ADVISORY AGREEMENT WITH
HARTFORD INVESTMENT MANAGEMENT COMPANY
GENERAL OVERVIEW
The Board is proposing that shareholders approve, with respect to The
Hartford Small Company Fund ("the Fund"), a sub-advisory agreement between
Hartford Investment Financial Services, LLC ("HIFSCO") and Hartford Investment
Management Company ("Hartford Investment Management")(the "Agreement"), pursuant
to which Hartford Investment Management will serve as an additional sub-adviser
to the Fund and will provide investment sub-advisory services to the Fund with
respect to a portion of the Fund's assets(1).
HIFSCO serves as the Fund's investment manager pursuant to an investment
management agreement between HIFSCO and the Company on behalf of the Fund.
Pursuant to the investment management agreement, HIFSCO establishes the Fund's
investment program and selects, supervises and evaluates the sub-adviser or
sub-advisers who, in turn, make the Fund's investment decisions, subject to the
oversight of the Fund's Board. HIFSCO recommends sub-advisers it believes will
provide the Fund with high quality investment services consistent with the
Fund's strategy of investing primarily in common stocks of small capitalization
companies with potential for capital appreciation. HIFSCO is also responsible
for the overall monitoring of the Fund's sub-adviser(s). HIFSCO does not make
the day-to-day investment management decisions for the Fund.
Wellington Management Company LLP ("Wellington Management") currently
serves as the Fund's sole sub-adviser. Wellington Management is not affiliated
with HIFSCO and discharges its responsibilities subject to HIFSCO's oversight
and supervision. Wellington Management is paid by HIFSCO, and not by the Fund,
from the investment management fees HIFSCO receives from the Fund.
- ---------------
(1) Hartford Investment Management currently serves as sub-adviser to several
other funds advised by HIFSCO pursuant to the same Agreement. Pursuant to
its terms, and subject to approval by the relevant fund shareholders, the
Agreement may be modified from time to time to apply to additional funds for
which Hartford Investment Management will serve as sub-adviser. If the
Agreement is approved on behalf of the Fund by the Fund's shareholders,
HIFSCO and Hartford Investment Management will amend the Agreement to extend
it to the Fund.
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Wellington Management has limited capacity to manage additional assets in
the small cap growth strategy. As a result, the Fund closed its Class A, Class
B, and Class C shares to most new investments, including investments by existing
holders of these classes. Accordingly, since August 16, 2004, the Fund has not
offered Class A, Class B or Class C shares, except: (1) through systematic
investment facilities to investors who established plans to invest through such
facilities prior to August 16, 2004; (2) for reinvestment of capital gains
distributions and income dividends; and (3) to certain qualified retirement
plans that included (or offered) the Fund as an investment option prior to
August 16, 2004. The Fund's Class Y (institutional) shares remain open for
investment.
After an extensive review of the current market demands for the small-cap
growth asset class and the limited access to good managers in the small-cap
growth field, HIFSCO recommended that the Board approve the engagement of
Hartford Investment Management to serve as an additional sub-adviser to the Fund
and the re-opening of the Fund's Class A, Class B, and Class C shares for
investment contingent upon shareholder approval of the Agreement. In making
these recommendations, HIFSCO believes that re-opening of the Fund's Class A,
Class B and Class C shares to new investors will benefit Fund shareholders by:
(1) providing existing shareholders of these classes with renewed access to the
highly demanded small-cap growth asset class within a fund and operational
structure with which they are already familiar; (2) providing access to a
talented and experienced portfolio manager with a complementary investment style
to the current sub-adviser while achieving greater diversification; and (3)
offering the opportunity to achieve lower expenses through a lower management
fee schedule. HIFSCO made this recommendation to appoint Hartford Investment
Management as an additional sub-adviser to the Fund based on its confidence in
Hartford Investment Management and in the investment expertise of the portfolio
management team that will manage the Fund.
The Board, including a majority of those Directors who are not "interested
persons" of the Fund (as that term is defined in the Investment Company Act of
1940, as amended, (the "1940 Act")), the Company or the investment manager
("Independent Directors"), approved HIFSCO's proposal to enter into the
Agreement. The Agreement is subject to approval by the Fund's shareholders. More
information about the Board's considerations is set forth under "Board of
Directors' Considerations."
The 1940 Act requires a fund to obtain shareholder approval of any
investment advisory or investment sub-advisory agreement. The Company has
received, and shareholders have approved reliance upon, an exemptive order from
the U.S. Securities and Exchange Commission that permits HIFSCO to implement new
investment sub-advisory agreements with sub-advisers for the
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Fund and to make changes to existing investment sub-advisory agreements with the
approval of the Board but without shareholder approval (the "Order"), as long as
the sub-adviser is not an affiliate of HIFSCO. The Order does not eliminate the
shareholder approval requirement where HIFSCO hires an affiliated person to
serve as sub-adviser to the Fund. Since Hartford Investment Management is a
subsidiary of The Hartford Financial Services Group, Inc. ("The Hartford"),
which also controls HIFSCO, Hartford Investment Management is affiliated with
HIFSCO. Therefore, shareholder approval of the proposed Agreement, which is
described more fully below, is required.
If the Proposal is approved by Fund shareholders, HIFSCO will initially
allocate to Hartford Investment Management new inflows of assets into the Fund.
Additional Fund assets may be allocated to Hartford Investment Management in the
future subject to Board approval.
DESCRIPTION OF THE AGREEMENT
The following discussion of the terms of the Agreement is qualified in its
entirety by reference to the Agreement, a form of which is attached hereto as
Appendix B.
Under the Agreement, Hartford Investment Management would serve as
sub-adviser and provide investment sub-advisory services to the Fund with
respect to a portion of the Fund's portfolio. Wellington Management would
continue to serve as a sub-adviser to the Fund with respect to a portion of the
Fund's portfolio. HIFSCO's responsibilities as the Fund's investment manager
would generally remain unchanged. HIFSCO will continue to be responsible for
overseeing and reviewing the performance of the Fund's sub-advisers and will be
responsible for allocating the Fund's assets between the sub-advisers.
If the Proposal is approved, and as set forth in the Agreement, Hartford
Investment Management will perform investment management services with respect
to a portion of the Fund's assets in conformity with the Company's Articles of
Incorporation and By-Laws, each as amended from time to time, the 1940 Act and
other applicable laws. The Agreement will require Hartford Investment Management
to provide advisory services in accordance with the investment objectives,
policies and restrictions of the Fund as set forth in the Fund's prospectus and
statement of additional information, and in accordance with any investment
guidelines or other instructions received in writing from HIFSCO, and subject
further to such policies and instructions as the Board or HIFSCO may from time
to time establish and deliver to Hartford Investment Management.
The Agreement will provide that, with respect to that portion of the
portfolio allocated to Hartford Investment Management, Hartford Investment
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Management, in consultation with HIFSCO as appropriate, will make all
determinations with respect to the investment of Fund assets and the purchase or
sale of portfolio securities. The Agreement requires Hartford Investment
Management to report to the Board at its regular periodic meetings. These
reports would cover Hartford Investment Management's economic outlook and
investment strategy and a discussion of the portfolio activity and the
performance of that portion of the Fund allocated to Hartford Investment
Management. Copies of all such reports would be furnished to HIFSCO for
examination and review within a reasonable time prior to the presentation of
such reports to the Company's Board.
Consistent with the terms of the Agreement, Hartford Investment Management
would be permitted, in its discretion, to select broker-dealers that would
execute the purchases and sales of portfolio securities for the Fund. In
selecting broker-dealers, Hartford Investment Management would be required to
use its best efforts to obtain the best net security price available for the
Fund. Additionally, subject to and in accordance with any directions that the
Board may issue from time to time, Hartford Investment Management may also be
authorized to effect individual securities transactions at commission rates in
excess of the minimum commission rates available, if Hartford Investment
Management determines in good faith that such amount of commission is reasonable
in relation to the value of the brokerage or research services provided by such
broker or dealer, viewed in terms of either that particular transaction or
Hartford Investment Management's overall responsibilities with respect to the
Fund and Hartford Investment Management's other advisory clients. Hartford
Investment Management will promptly communicate to the Board such information
relating to portfolio transactions as it may reasonably request.
The Agreement will not prevent Hartford Investment Management from acting
as investment manager or manager for any other investment companies or other
clients, whether or not the investment objectives or policies of any such other
clients are similar to those of the Fund, provided that the provision of such
services to those other clients does not impair Hartford Investment Management's
ability to provide services to the Fund under the Agreement.
The Agreement will provide that, as compensation for the performance of the
services by Hartford Investment Management, HIFSCO shall, as promptly as
possible after the last day of each calendar quarter, pay Hartford Investment
Management the equivalent of all direct and indirect expenses incurred in the
performance of its duties under this Agreement. This will be Hartford Investment
Management's sole compensation for sub-advisory services provided to the Fund.
Hartford Investment Management will not be entitled to a fee calculated on the
basis of the Fund's average daily net assets.
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Pursuant to the Agreement, Hartford Investment Management will not be
liable for any loss or losses suffered by the Fund by reason of any investment
made by Hartford Investment Management in the performance of its duties under
the Agreement, except for those losses resulting from (i) willful misfeasance,
bad faith or gross negligence on Hartford Investment Management's part in the
performance of its duties or (ii) reckless disregard by Hartford Investment
Management of its obligations under the Agreement.
Subject to shareholder approval, the Agreement will take effect on or about
May 31, 2006. The Agreement will provide that it will remain in effect for its
initial two-year term and will continue thereafter from year to year, if the
Board or a majority of the outstanding voting securities of the Fund, in either
case with the support of a majority of the Independent Directors, specifically
approves its continuance at least annually. The Agreement will provide that it
can be terminated at any time, without the payment of any penalty, by the Board,
by a majority of the Fund's outstanding voting securities, or by HIFSCO, on
sixty days' written notice to Hartford Investment Management. The Agreement
would also be terminable by Hartford Investment Management on sixty days'
written notice to HIFSCO, but such termination would not be effective until (i)
HIFSCO shall have contracted with one or more persons to serve as a successor to
Hartford Investment Management in its role as sub-adviser to the Fund and (ii)
those person(s) have assumed that position. The Agreement will terminate
automatically in the event of its assignment or in the event of an assignment or
termination, for any reason, of the investment management agreement between
HIFSCO and the Company.
The form of the Agreement is attached as Appendix B to this Proxy
Statement. The above description of the terms of the Agreement is qualified in
its entirety by reference to Appendix B.
INFORMATION ABOUT
HARTFORD INVESTMENT MANAGEMENT COMPANY
Hartford Investment Management, a Delaware corporation with its main
offices located at 55 Farmington Avenue, Hartford, Connecticut 06105, is a
professional money management firm that provides services to investment
companies, employee benefit plans, its affiliated insurance companies and other
institutional accounts. Hartford Investment Management is a wholly owned
subsidiary of The Hartford, which is located at Hartford Plaza, 690 Asylum
Avenue, Hartford, Connecticut 06115. As of December 31, 2005, Hartford
Investment Management had investment management authority over approximately
$116 billion in assets. As of December 31, 2005, Hartford Investment Management
provided sub-advisory services for mutual funds advised by
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HIFSCO or its affiliate with assets of approximately $13 billion, representing
20 fixed income and one passively managed equity index fund.
Currently, Hartford Investment Management is primarily a fixed income
manager, although it also engages in passive equity index management and asset
allocation for certain Hartford-sponsored mutual funds. In 2005, recognizing
capacity constraints in various significant actively managed equity classes,
which could negatively affect HIFSCO's ability to find qualified sub-advisers
with sufficient capacity for the Hartford-sponsored mutual funds, Hartford
Investment Management undertook to develop an active equity management
capability. After an extensive search, Hartford Investment Management hired Mark
Waterhouse, who will be the portfolio manager for Hartford Investment
Management's portion of the Fund's assets. Mr. Waterhouse previously served as a
portfolio manager for the Fund from June 1997 through December 31, 1999 as an
employee of Wellington Management, which has served as the sole sub-adviser to
the Fund since its inception. From January 2000 through October 2000, Mr.
Waterhouse was a partner and Chief Investment Officer of Thomas Weisel Asset
Management. From February 2001 until March 2003, Mr. Waterhouse was a Managing
Director for Moore Capital Management LLC. Prior to joining Hartford Investment
Management, Mr. Waterhouse was the Chief Investment Officer of ThinkEquity
Capital LLC. Mr. Waterhouse received a B.S. in Finance from Boston College in
1984 and an M.B.A. from the Wharton School of Finance, University of
Pennsylvania, in 1988.
Hartford Investment Management and Mr. Waterhouse have assembled a team of
research analysts and other investment personnel to support Hartford Investment
Management's active equity management function. Hartford Investment Management
will conduct its equity investment management activities by assigning sector
teams. Each sector team consists of experienced portfolio management, research,
trading and risk management professionals. Sector teams have in-depth knowledge
in all aspects of their market sector and are committed to traditional
fundamental research and sophisticated quantitative analysis.
During the Fund's last fiscal year, Hartford Investment Management did not
receive any fees, commissions or other payments from the Fund. Appendix C to
this Proxy Statement sets forth information regarding the principal executive
officers and directors of Hartford Investment Management. As of December 31,
2005, Hartford Investment Management does not advise other investment companies
that have investment objectives similar to the investment objectives of the
Fund.
David M. Znamierowski currently serves as President of Hartford Investment
Management. Mr. Znamierowski is also the President and Chief Executive Officer
of the Company and has been a director of the Company since
9
1999. No other officer or director of the Fund is currently an officer,
employee, director or shareholder of Hartford Investment Management. Mr.
Znamierowski, Thomas Marra and Lowndes Smith, the interested directors of the
Fund and each of the Fund's officers, have an equity ownership interest in The
Hartford, the parent company of Hartford Investment Management.
MORE INFORMATION ABOUT
ANTICIPATED BENEFITS TO THE FUND
If shareholders approve the Proposal, the Fund will be a "multi-managed"
fund and Wellington Management and Hartford Investment Company will each manage
a portion of the assets of the Fund, as determined by HIFSCO with oversight by
the Fund's Board of Directors. The addition of Hartford Investment Management as
a sub-adviser will permit the Fund to sell additional Class A, Class B and Class
C shares, which is expected to bring new assets into the Fund.
Wellington Management will continue to manage its portion of the Fund's
assets in accordance with its current investment objectives, policies and
strategies, as described in the Fund's current prospectus. Like Wellington
Management, Hartford Investment Management will seek growth of capital as its
investment goal, through investing primarily in small capitalization companies,
and will evaluate securities using what is sometimes referred to as a "bottom-
up" approach (the use of fundamental analysis to identify specific securities
for purchase or sale). However, Hartford Investment Management will do so with
an investment strategy that complements Wellington Management's investment
strategy. It is anticipated that Hartford Investment Management will focus on
small capitalization companies with a lower average market capitalization than
companies targeted by Wellington, using a team of investment professionals who
may invest in different securities than Wellington, leading to a more diverse
portfolio of investments. Accordingly, the Fund's performance will reflect a
blend of Wellington Management's and Hartford Investment Management's investment
strategies and performance, in proportion to the assets that HIFSCO allocates to
each of them.
In connection with the Proposal to add Hartford Investment Management as a
sub-adviser to the Fund, HIFSCO has agreed to a new management fee schedule,
which provides reductions in the management fees the Fund will pay at certain
asset levels. The current and proposed fee schedules are set forth below under
"Fees and Expenses."
BOARD OF DIRECTORS' CONSIDERATIONS
Section 15(c) of the Investment Company Act of 1940, as amended (the "1940
Act"), requires that each mutual fund's board of directors, including a
10
majority of those directors who are not "interested persons" of the mutual fund,
as defined in the 1940 Act ("Independent Directors"), review and approve each
new investment advisory and sub-advisory agreement.
At a special meeting held on February 8, 2006, the Board of Directors of
the Fund, including each of the Independent Directors, voted to approve the
investment sub-advisory agreement between Hartford Investment Financial
Services, LLC ("HIFSCO"), and Hartford Investment Management Company ("Hartford
Investment Management")(the "Agreement").
In advance of the February meeting, the Board requested, received, and
reviewed written responses from HIFSCO and Hartford Investment Management to
questions posed to them on behalf of the Independent Directors and supporting
materials relating to those questions and responses. In addition, the Board
received in-person presentations about the Fund and the Agreement by Fund
officers and representatives of HIFSCO and Hartford Investment Management at the
Board's meeting on February 1, 2006. The Board's Investment Committee also
received in-person presentations regarding the capabilities of Hartford
Investment Management's small cap growth equity management team and the
associated benefits to the Fund and its shareholders at its meetings on November
1, 2005, December 20, 2005 and January 31, 2006. In addition, the Board had
previously received information with respect to the Fund and Hartford Investment
Management when Hartford Investment Management was re-approved as a sub-adviser
to certain of the Company's other funds on August 3, 2005.
In connection with the Board's deliberations, HIFSCO agreed to reduce its
fee schedule for the Fund. In determining to approve the Agreement, the Board
determined that the Agreement, including the appointment of Hartford Investment
Management as sub-adviser, was fair and reasonable and in the best interests of
the Fund and its shareholders.
In determining to approve the Agreement, the Board considered the following
categories of material factors, among others, relating to the Agreement.
NATURE, EXTENT AND QUALITY OF SERVICES
The Board requested and considered information and data concerning the
nature, extent, and quality of the services to be provided to the Fund by
Hartford Investment Management. The Board considered, among other things, the
terms of the Agreement, the range of services to be provided, and Hartford
Investment Management's organizational structure, systems and personnel. The
Board received information on the background and experience of senior management
and relevant investment and other personnel at Hartford Investment Management,
and the adequacy of the time and attention that they would
11
devote to the Fund. The Board considered Hartford Investment Management's
reputation and overall financial strength, noting that Hartford Investment
Management's current reputation and the Board's past experience with Hartford
Investment Management was predominantly based on Hartford Investment
Management's performance as a fixed income manager. The Board also considered
the experience and reputation of equity personnel hired by Hartford Investment
Management to service the Fund, and the level of support provided by the
organization as a whole. The Board met with Mark Waterhouse, the proposed
portfolio manager for the Fund, and members of his management team. The Board
considered HIFSCO's and Hartford Investment Management's willingness to hire
additional personnel designed to improve services to the Fund, and their
investments in infrastructure in light of increased regulatory requirements,
other developments, and the needs of Hartford Investment Management's proposed
active equity management function.
The Board also requested and evaluated information concerning Hartford
Investment Management's regulatory and compliance environment. Taking note that
such material was recently reviewed in August 2005 in connection with the
renewal of Hartford Investment Management's agreements with respect to certain
of the Company's other funds, the Board focused on regulatory and compliance
matters particular to the management of equity securities as opposed to fixed
income securities. In this regard, the Board requested and reviewed information
on Hartford Investment Management's compliance policies and procedures,
compliance history, and reports from the Fund's Chief Compliance Officer on
Hartford Investment Management's compliance with applicable laws and
regulations, including its responses to regulatory developments and compliance
issues raised by regulators. The Board also noted HIFSCO's and Hartford
Investment Management's support of the Company's compliance control structure,
particularly the resources devoted by HIFSCO and Hartford Investment Management
in support of the Company's obligations pursuant to Rule 38a-1 under the 1940
Act.
With respect to the day-to-day portfolio management services to be provided
by Hartford Investment Management, the Board considered the quality of Hartford
Investment Management's investment personnel (including Hartford Investment
Management's ability to attract and retain qualified investment professionals),
Hartford Investment Management's investment philosophy and process (and
adherence to that philosophy and process), investment research capabilities and
resources, performance record, and trade execution capabilities and experience.
The Board noted the quality of the presentations to and communications with the
Board, and responsiveness to Board inquiries, of Hartford Investment Management,
including in particular Mr. Waterhouse and his team and senior management of
Hartford Investment Management in their in-person discussions with the Board and
their discussions
12
with the Investment Committee. The Board recognized that HIFSCO is responsible
for the overall management of the Fund, provides investment advisory services in
connection with selecting, monitoring and supervising the Fund's sub-advisers,
and had recommended to the Board that Hartford Investment Management be
appointed as a sub-adviser to the Fund.
In considering this information, the Board evaluated not only the
information presented to the Board in connection with its consideration of the
Agreement, but also the Board's experience through past interactions with HIFSCO
and Hartford Investment Management. Based on these considerations, the Board
concluded that it was satisfied with the nature, extent and quality of the
services to be provided to the Fund by HIFSCO and Hartford Investment
Management.
PERFORMANCE
The Board considered the investment performance of the Fund as managed by
Wellington Management. In this regard, the Board considered information and
materials provided to the Board from HIFSCO comparing the Fund's investment
performance over various periods of time with appropriate benchmark indices, and
with a performance universe of funds selected by Lipper, Inc., an independent
provider of investment company data ("Lipper"), which demonstrated that the Fund
had a strong performance record under Wellington Management's management.
As Hartford Investment Management does not have a performance track record
for active equity management, HIFSCO presented information regarding the
performance record of Mr. Waterhouse. This information included the performance
record for the Fund during the period from June 30, 1997 through December 31,
1999, when Mr. Waterhouse, as an employee of Wellington Management, was a
portfolio manager for the Fund, and the performance record for another mutual
fund for which Mr. Waterhouse had served as portfolio manager, prior to his
experience at Wellington Management. The Board noted that the period during
which Mr. Waterhouse had previously served as portfolio manager for the Fund was
a period of significant asset growth and strong performance for the Fund. HIFSCO
and Hartford Investment Management provided additional information about the
broad range of Mr. Waterhouse's and his team's recent investment experience and
about their investment philosophy and process.
Based on these considerations, the Board concluded that, while there could
be no guarantee of future results, the Board was satisfied that Hartford
Investment Management has the capability of providing satisfactory investment
performance for the Fund.
13
COSTS OF THE SERVICES AND PROFITABILITY OF HIFSCO AND HARTFORD INVESTMENT
MANAGEMENT
The Board reviewed information regarding HIFSCO's and Hartford Investment
Management's costs to provide investment management and related services to the
Fund and the profitability to them from managing the Fund. The Board considered
information related to both HIFSCO and Hartford Investment Management, because
it was proposed that Hartford Investment Management be reimbursed for its costs
rather than receive a set fee, with the result that any profitability from
managing the Fund would be realized only with respect to HIFSCO. The Board also
had information about the profitability to HIFSCO and its affiliates from all
services provided to the Fund and all aspects of its relationships with the
Fund. In evaluating HIFSCO's profitability, the Board considered that initially
HIFSCO did not anticipate making a profit on the portion of the Fund's assets
allocated to Hartford Investment Management, and that future profitability to
HIFSCO would depend on the growth of Hartford Investment Management's equity
assets under management.
The Board reviewed with HIFSCO the assumptions and allocation methods used
in preparing the cost and profitability data provided to the Board. The Board
recognized that allocation methods are inherently subjective, and different
methods may be reasonable although they lead to different results. The Board
also recognized that HIFSCO is in the process of enhancing its assumptions and
methodology for determining profitability on an organization-wide basis. The
Board noted the difficulty in obtaining reliable comparative data about adviser
profitability, since such information is not generally publicly available and is
impacted by numerous factors, including the structure of an adviser's
organization, the types of funds it manages, and the adviser's capital structure
and costs of capital. The Board considered the profitability of HIFSCO's
relationship with the Fund on a pre-tax basis without regard to distribution
expenses.
Based on these considerations, the Board concluded that the profits
anticipated to be realized by HIFSCO, Hartford Investment Management and their
affiliates from their relationships with the Fund would not be excessive.
COMPARISON OF FEES AND SERVICES PROVIDED BY HIFSCO AND HARTFORD INVESTMENT
MANAGEMENT
The Board considered comparative information with respect to the investment
management fees to be paid by the Fund to HIFSCO and its affiliates. In this
regard, the Board received information from HIFSCO and Hartford Investment
Management relating to the management fees, sub-advisory fees, and total
operating expenses for the Fund. HIFSCO also referenced information comparing
the Fund's management fees and total operating expenses
14
relative to those of a peer universe of funds identified by Lipper as being in
the small capitalization growth category. While the Board recognized that
comparisons between the Fund and peer funds are imprecise, given the differing
service levels and characteristics of mutual funds, and the different business
models and cost structures of advisers, the comparative information assisted the
Board in evaluating the reasonableness of the Fund's management advisory and
sub-advisory fees.
In considering the reasonableness of the Fund's fees and total expense
ratios, the Board particularly considered that the overall management fee for
the Fund would be lower under the Proposal as a result of HIFSCO's agreement to
downward adjustments in the Fund's management fees and expenses, as described in
these proxy materials under the caption "Fees and Expenses." These downward
adjustments would reduce contractual fees through additional breakpoints as
assets in the Fund grow, and confer an immediate benefit on existing
shareholders, based on current asset levels.
Based on these considerations, and after taking into account the fee
breakpoints described above, the Board concluded that the comparative
information reviewed indicates that the Fund's management fee and sub-advisory
fee, in conjunction with the information about quality of services,
profitability, economies of scale, and other matters discussed, supports the
conclusion that these fees and expenses are reasonable.
ECONOMIES OF SCALE
The Board considered the extent to which economies of scale would be
realized as the Fund grows and whether the fee levels reflect these economies of
scale for the benefit of the Fund's investors.
The Board reviewed the breakpoints in the management fee schedule,
including the additional breakpoints agreed to as described above, which reduce
fees as Fund assets grow over time. These breakpoints provide economies of scale
to the Fund and its shareholders in that, as the Fund grows, its effective
management fee rate declines. The Board recognized that the Fund would continue
to benefit from economies of scale with assets beyond the last breakpoint,
because additional assets are charged the lowest breakpoint fee, resulting in a
lower overall effective management fee rate. The Board considered that the Fund
may achieve some economies as certain fixed expenses are spread over a larger
asset base, noting that there is no precise way to measure such economies, and
that certain expenses do not necessarily decrease as assets increase. The Board
also considered that a schedule that reaches a lower breakpoint quickly provides
shareholders with the benefit of anticipated or potential economies of scale.
The Board noted that re-opening the Fund for investment in Class A, Class B, and
Class C shares increased the likelihood that
15
asset growth in the Fund would enable shareholders to benefit from the
breakpoints in the management fee schedule.
The Board received information regarding HIFSCO's and Hartford Investment
Management's realization of economies of scale with respect to the Fund. The
Board considered representations from HIFSCO that the initial start-up costs
Hartford Investment Management would incur in building its equity management
capability would be high relative to the small amount of assets under
management. However, the Board acknowledged that HIFSCO and Hartford Investment
Management were likely to realize economies of scale over time as Hartford
Investment Management's equity assets under management increased.
After considering all of the information available to it, the Board
concluded that it was satisfied with the extent to which economies of scale
would be shared for the benefit of the Fund's investors, based on currently
available information and the effective advisory fees and expense ratios for the
Fund at its current and reasonably anticipated asset levels. The Board noted,
however, that it would continue to monitor future growth in Fund assets and the
appropriateness of additional breakpoints.
OTHER BENEFITS
The Board considered information regarding other benefits to HIFSCO,
Hartford Investment Management and their affiliates from their relationships
with the Fund. The Board considered Hartford Investment Management's
representations that it does not currently propose to use "soft dollars" in
connection with allocation of the Fund's brokerage commissions to obtain
research that would benefit all of Hartford Investment Management's clients and
reduce amounts Hartford Investment Management might otherwise have to pay for
such research. The Board also considered that the following companies, which are
affiliates of Hartford Investment Management, provide services to the Fund and
receive compensation from the Fund,
- HIFSCO serves as the Fund's principal underwriter and receives 12b-1 fees
from the Fund.
- Hartford Life Insurance Company provides fund accounting services to the
Fund and receives fund accounting fees from the Fund.
- Hartford Administrative Services Company, the Fund's transfer agent,
receives transfer agency compensation from the Fund.
The Board also considered that, because HIFSCO intends to allocate to
Hartford Investment Management new inflows of assets into the Fund,
16
HIFSCO and Hartford Investment Management would benefit from the Fund's existing
strong performance record.
* * * * *
Based upon its review of these various factors, among others, the Board
concluded that it is in the best interests of the Fund and its shareholders to
approve the Agreement with Hartford Investment Management. In reaching this
decision, the Board did not assign relative weights to the factors discussed
above or deem any one or group of them to be controlling in and of themselves.
In connection with their deliberations, the Independent Directors met with
independent legal counsel to review the relevant materials and consider their
responsibilities under relevant laws and regulations.
REQUIRED VOTE
Approval of the Agreement by the Fund's shareholders requires an
affirmative vote of the lesser of (i) 67% or more of the Fund's shares present
at the Meeting, if more than 50% of the outstanding shares of the Fund are
present or represented by proxy, or (ii) more than 50% of the outstanding shares
of the Fund.
THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THE PROPOSAL.
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
17
be presented. If any other matters are brought before the Meeting, the persons
named as proxies will vote on such matters in accordance with their judgment of
the best interests of the Company.
BENEFICIAL OWNERS
As of January 31, 2006, all directors and officers as a group owned less
than 1% of the outstanding shares of each class of the Fund's shares. As of
March 1, 2006, to the knowledge of the Company, no person owned beneficially
more than 5% of the outstanding shares of any class of shares of the Fund,
except as listed in Appendix D.
As of March 1, 2006, none of the Independent Directors (or their immediate
family members) had share ownership in securities of the Company's investment
manager or principal underwriter or in an entity controlling, controlled by or
under common control with the investment manager or principal underwriter (not
including registered investment companies).
FEES AND EXPENSES
Currently, the Fund pays HIFSCO an investment advisory fee at the following
annual rates (calculated as a percentage of the Fund's average daily net
assets):
<Table>
<Caption>
ANNUAL
AVERAGE DAILY NET ASSETS RATE
- ------------------------ ------
First $500 million................................. 0.85%
Next $500 million.................................. 0.75%
Amount Over $1 billion............................. 0.70%
</Table>
If the sub-advisory agreement with Hartford Investment Management is
approved, HIFSCO has agreed to reduce its investment advisory fee in accordance
with the following schedule:
<Table>
<Caption>
ANNUAL
AVERAGE DAILY NET ASSETS RATE
- ------------------------ ------
First $250 million................................. 0.85%
Next $250 million.................................. 0.80%
Next $500 million.................................. 0.75%
Next $500 million.................................. 0.70%
Amount Over $1.5 billion........................... 0.65%
</Table>
As of February 28, 2006, net assets in the Fund were $371,478,133.08.
18
HIFSCO will pay all expenses relating to this Notice and Proxy Statement
and the Meeting, including the printing, mailing, solicitation and vote
tabulation expenses and out-of-pocket expenses.
The companies listed below, which are affiliates of Hartford Investment
Management, provide services to the Fund, and will continue to do so whether or
not Fund shareholders approve the Agreement with Hartford Investment Management.
HIFSCO provides investment advisory services to the Fund. For the fiscal
year ended October 31, 2005, the Fund paid HIFSCO $2,538,289.20.
In addition, HIFSCO serves as the Fund's principal underwriter and receives
12b-1 fees from the Fund. As underwriter, HIFSCO is responsible for the sale and
distribution of fund shares. For the fiscal year ended October 31, 2005, the
Fund paid HIFSCO a total of $1,446,661.46 in 12b-1 fees.
Hartford Life Insurance Company ("Hartford Life") provides fund accounting
services to the Fund. For the fiscal year ended October 31, 2005, the Fund paid
Hartford Life a total of $59,719.36 for fund accounting services rendered and
expenses assumed.
Hartford Administrative Services Company ("HASCO") performs transfer agency
services for the Fund. HASCO issues and redeems shares of the Fund and disburses
any dividends declared by the Fund. For the fiscal year ended October 31, 2005,
the Fund paid HASCO a total of $994,975.00 for transfer agency services.
SHAREHOLDER MAILINGS
To help lower the impact of operating costs, the Fund attempts to eliminate
mailing duplicate documents to the same address. When two or more Fund
shareholders have the same last name and address, the Fund may send only one
prospectus, annual report, semiannual report, general information statement or
proxy to that address, rather than mailing separate documents to each
shareholder. Shareholders may opt out of this single mailing at any time by
calling the Fund at 1-888-843-7824 or writing to the Fund at The Hartford Mutual
Funds, P.O. Box 64387 St. Paul, Minnesota 55164-0387, and requesting additional
copies of Fund documents. Shareholders sharing a single mailing address who are
currently receiving multiple copies of Fund documents can request delivery of a
single copy instead by calling the same telephone number or writing to the same
address.
A COPY OF THE COMPANY'S MOST RECENT ANNUAL REPORT AND THE MOST RECENT
SEMI-ANNUAL REPORT SUCCEEDING THE ANNUAL REPORT, IF ANY, OR A COPY OF THE
PROSPECTUS OR PROXY, IS AVAILABLE UPON REQUEST, AND WITHOUT CHARGE.
19
If you would like to view a copy on the internet, please go to
www.hartfordinvestor.com (see "Your Vote Counts! Get Your 2006 Proxy
Information" under "Points of Interest"). Alternatively, if you would like to
receive a copy, please contact the Fund at P.O. Box 64387, St. Paul, Minnesota
55164-0387, 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.
SHAREHOLDER PROPOSALS
The Fund is not required to hold annual meetings of shareholders and
currently does not intend to hold such meetings, unless shareholder action is
required in accordance with the 1940 Act. To be considered for inclusion in the
proxy statement at any subsequent meeting of shareholders, a shareholder
proposal must be submitted to the Fund at the address above at a reasonable time
before the proxy statement for that meeting is mailed. Whether a proposal is
included 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 Board of Directors,
/s/ Edward P. Macdonald
Edward P. Macdonald
Secretary
March 24, 2006
20
APPENDIX A
FUND SHARES OUTSTANDING ON MARCH 1, 2006
THE HARTFORD SMALL COMPANY FUND
<Table>
<Caption>
SHARES OUTSTANDING
CLASS ON RECORD DATE
- ----- ------------------
Class A 8,391,479.244
Class B 3,053,775.626
Class C 2,417,402.723
Class Y 3,443,415.812
Total all classes 17,306,073.405
</Table>
21
APPENDIX B
FORM OF
INVESTMENT SERVICES AGREEMENT
This investment services agreement is made by and between Hartford
Investment Financial Services, LLC, a Delaware limited liability company
("HIFSCO") and Hartford Investment Management Company, a Delaware corporation
("Hartford Investment Management").
WHEREAS, HIFSCO has entered into an agreement for the provision of
investment management services (the "Principal Advisory Contract") to the ITT
Hartford Mutual Funds, Inc. (the "Company"), currently comprised of
____________, and
WHEREAS, HIFSCO wishes to engage Hartford Investment Management to provide
investment management services to ____________ (each a "Portfolio" and together
the "Portfolios"), and
WHEREAS, Hartford Investment Management is willing to perform such services
on behalf of the Portfolio upon the terms and conditions and for the
compensation hereinafter set forth.
NOW, THEREFORE, in consideration of the promises and mutual agreements
herein contained, the parties hereto agree as follows:
1. HIFSCO hereby employs Hartford Investment Management to provide
investment management services with respect to the assets of the
Portfolio and to perform the services hereinafter set forth subject to
the terms and conditions of the investment objectives, policies and
restrictions of the Portfolio, and Hartford Investment Management hereby
accepts such employment and agrees during such period to assume the
obligations herein set forth for the compensation herein provided.
2. Hartford Investment Management shall evaluate and implement an
investment program appropriate for the Portfolio which shall be amended
and updated from time to time as financial and other economic conditions
change as determined by HIFSCO and Hartford Investment Management.
3. Hartford Investment Management, in consultation with HIFSCO when
appropriate, will make all determinations with respect to the investment
of the assets of the Portfolio and the purchase or sale of portfolio
securities, and shall take such steps as may be necessary to implement
the same. Such determinations and services shall include advising the
Company's Board of Directors of the manner in which voting rights,
rights to consent to corporate action, and any other non-
22
investment decisions pertaining to the Portfolio's securities should be
exercised.
4. Hartford Investment Management will regularly furnish reports with
respect to the Portfolio at periodic meetings of the Company's Board of
Directors and at such other times as may be reasonably requested by the
Company's Board of Directors, which reports shall include Hartford
Investment Management's economic outlook and investment strategy and a
discussion of the portfolio activity and the performance of the
Portfolio since the last report. Copies of all such reports shall be
furnished to HIFSCO for examination and review within a reasonable time
prior to the presentation of such reports to the Company's Board of
Directors.
5. Hartford Investment Management shall manage the Portfolio in conformity
with the Company's Articles of Incorporation and By-laws, each as
amended from time to time, and the Investment Company Act of 1940, as
amended, other applicable laws, and to the investment objectives,
policies and restrictions of the Portfolio as set forth in the
Portfolio's prospectus and statement of additional information, or any
investment guidelines or other instructions received in writing from
HIFSCO, and subject further to such policies and instructions as the
Company's Board of Directors may from time to time establish and deliver
to Hartford Investment Management.
6. Hartford Investment Management will select the brokers or dealers that
will execute the purchases and sales of portfolio securities for the
Portfolio and place, in the name of the Portfolio or its nominees, all
such orders. When placing such orders, Hartford Investment Management
shall use its best efforts to obtain the best net security price
available for the Portfolio. Subject to and in accordance with any
directions that the Board of Directors may issue from time to time,
Hartford Investment Management may also be authorized to effect
individual securities transactions at commission rates in excess of the
minimum commission rates available, if Hartford Investment Management
determines in good faith that such amount of commission was reasonable
in relation to the value of the brokerage or research services provided
by such broker or dealer, viewed in terms of either that particular
transaction or Hartford Investment Management's overall responsibilities
with respect to the Portfolio and Hartford Investment Management's other
advisory clients. The execution of such transactions shall not be deemed
to represent an unlawful act or breach of any duty created by this
Agreement or otherwise. Hartford Investment Management will promptly
communicate to the Board of
23
Directors such information relating to portfolio transactions as they
may reasonably request.
7. As compensation for the performance of the services by Hartford
Investment Management hereunder, HIFSCO shall, as promptly as possible
after the last day of each calendar year quarter, pay Hartford
Investment Management the equivalent of all direct and indirect expenses
incurred in the performance of its duties under this Agreement.
8. Hartford Investment Management shall not be liable for any loss or
losses sustained by reason of any investment including the purchase,
holding or sale of any security as long as Hartford Investment
Management shall have acted in good faith and with due care; provided,
however, that no provision in this Agreement shall be deemed to protect
Hartford Investment Management against any liability to the Company or
its shareholders by reason of its willful misfeasance, bad faith or
gross negligence in the performance of its duties or by reason of its
reckless disregard of its obligations and duties under this Agreement.
9. (a) This Agreement shall be effective on March 3, 1997, shall continue
in effect for the same term as the Principal Advisory Contract and
shall be submitted to the Company's Board of Directors for
reapproval at the same time as the Principal Advisory Contract. This
Agreement, unless sooner terminated in accordance with 9(b) below,
shall continue in effect from year to year thereafter provided that
its continuance is specifically approved at least annually (1) by a
vote of the majority of the members of the Board of Directors of the
Company or by a vote of a majority of the outstanding voting
securities of the Portfolio, and (2) in either event, by the vote of
a majority of the members of the Company's Board of Directors who
are not parties to this Agreement or interested persons of any such
party, cast in person at a meeting called for the purpose of voting
on this Agreement.
(b) This Agreement (1) may be terminated with respect to the Portfolio
at any time without the payment of any penalty either by vote of the
members of the Board of Directors of the Company or by a vote of a
majority of the Portfolio's outstanding voting securities, or by
HIFSCO on sixty days' prior written notice to Hartford Investment
Management, (2) shall immediately terminate in the event of its
assignment, (3) may be terminated by Hartford Investment Management
on sixty days' prior written notice to HIFSCO, but such termination
will not be effective
24
until HIFSCO shall have contracted with one or more persons to serve
as a successor to Hartford Investment Management for the Portfolio
(or Hartford Investment Management or an affiliate of Hartford
Investment Management agrees to manage the Portfolio) and such
person(s) shall have assumed such position, and (4) will terminate
automatically upon termination of the investment management
agreement between HIFSCO and the Company.
(c) As used in this Agreement, the terms "assignment," "interested
parties" and "vote of a majority of the Company's outstanding voting
securities" shall have the meanings set forth for such terms in the
Investment Company Act of 1940, as amended.
(d) Any notice under this Agreement shall be given in writing, addressed
and delivered, or mailed postpaid, to the other party or parties at
the current office address provided by each party.
10. Nothing in this Agreement shall limit or restrict the right of any
partner, officer, or employee of Hartford Investment Management to
engage in any business or to devote his or her time and attention in
part to the management or other aspects of any other business, whether
of a similar nature or a dissimilar nature, nor to limit or restrict
the right of Hartford Investment Management to engage in any other
business or to render services of any kind to any other corporation,
firm, individual or association.
11. It is the intention of the parties hereto that by this Agreement
Hartford Investment Management shall provide HIFSCO with such
investment management and advisory services as may be required by
HIFSCO in managing and advising the Portfolio pursuant to the terms of
the Principal Advisory Contract. No provision of this Agreement shall
be construed or interpreted to grant Hartford Investment Management any
right or authority not granted to HIFSCO under the Principal Advisory
Contract, or to impose on Hartford Investment Management any duty or
obligation not otherwise imposed on HIFSCO under the Principal Advisory
Contract.
12. HIFSCO agrees that neither it nor any affiliate of HIFSCO will use
Hartford Investment Management's name or refer to Hartford Investment
Management or Hartford Investment Management's clients in marketing and
promotional materials without prior notification to and authorization
by Hartford Investment Management, such authorization not to be
unreasonably withheld.
25
13. If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby.
14. The amendment of this Agreement for the sole purpose of adding one or
more Portfolios shall not be deemed an amendment affecting an already
existing Portfolio and requiring the approval of shareholders of that
Portfolio.
15. To the extent that federal securities laws do not apply, this Agreement
and all performance hereunder shall be governed by the laws of the
State of Connecticut which apply to contracts made and to be performed
in the State of Connecticut.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on the 3rd day of March, 1997.
HARTFORD INVESTMENT
FINANCIAL SERVICES
COMPANY
By:
---------------------------------
Title:
THE HARTFORD INVESTMENT
MANAGEMENT COMPANY
By:
---------------------------------
Title:
AMENDMENT NUMBER 5 TO
INVESTMENT SERVICES AGREEMENT
Pursuant to the Investment Services Agreement between Hartford Investment
Financial Services, LLC (formerly known as Hartford Investment Financial
Services Company), and Hartford Investment Management Company
26
(formerly known as The Hartford Investment Management Company) dated March 3,
1997 (the "Agreement"), the following fund is hereby included in the Agreement
as a Portfolio. All provisions in the Agreement shall apply to the management of
the new fund.
- The Hartford Small Company Fund
This amended Agreement is effective for a period of two years from the date
hereof and shall continue in effect thereafter in accordance with the provisions
of Section 9 of the Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this agreement to be
executed on ________ day of ________ , 2006.
HARTFORD INVESTMENT
FINANCIAL SERVICES, LLC
By:
---------------------------------
Name:
Title:
HARTFORD INVESTMENT
MANAGEMENT COMPANY
By:
---------------------------------
Name:
Title:
27
APPENDIX C
PRINCIPAL EXECUTIVE OFFICERS AND DIRECTORS OF
HARTFORD INVESTMENT MANAGEMENT COMPANY
<Table>
<Caption>
NAME POSITION AND PRINCIPAL OCCUPATION ADDRESS
- ---- --------------------------------- -------
David M. Znamierowski President and Director 55 Farmington Avenue
Hartford, CT 06105
Kevin M. Scarrozzo Executive Vice President and Chief 55 Farmington Avenue
Financial Officer Hartford, CT 06105
Edmund V. Mahoney Senior Vice President and Chief 55 Farmington Avenue
Compliance Officer Hartford, CT 06105
Leonard J. Saltiel Chief Operating Officer, Managing 55 Farmington Avenue
Director and Director Hartford, CT 06105
Andrew W. Kohnke Managing Director 55 Farmington Avenue
Hartford, CT 06105
M. Timothy Corbett Managing Director and Director 55 Farmington Avenue
Hartford, CT 06105
William H. Davison, Jr. Managing Director and Director 55 Farmington Avenue
Hartford, CT 06105
Nasri A. Toutoungi Managing Director 55 Farmington Avenue
Hartford, CT 06105
Michael J. Bacevich Managing Director 55 Farmington Avenue
Hartford, CT 06105
William P. Meaney Managing Director 55 Farmington Avenue
Hartford, CT 06105
David N. Levenson Managing Director 55 Farmington Avenue
Hartford, CT 06105
Ronald A. Mendel Managing Director 55 Farmington Avenue
Hartford, CT 06105
Walter F. Garger Secretary and Chief Legal Officer 55 Farmington Avenue
Hartford, CT 06105
</Table>
28
APPENDIX D
5% BENEFICIAL OWNERS OF FUND SHARES AS OF MARCH 1, 2006
As of March 1, 2006, the following shareholders were beneficial owners of
the percentages of outstanding shares of the Fund indicated below.
THE HARTFORD SMALL COMPANY FUND
<Table>
<Caption>
CLASS OF AMOUNT AND NATURE OF PERCENTAGE OF
SHARES NAME AND ADDRESS OF BENEFICIAL OWNER* BENEFICIAL OWNERSHIP CLASS OWNED
- --------- ------------------------------------- -------------------- -------------
Class A Edward D. Jones & Co. 3,175,145.978 37.80377%
Attn: Mutual Fund Shareholder
Accounting
201 Progress Pkwy.
Maryland Hts., MO 63043-3009
Class B Edward D. Jones & Co. 286,329.004 9.37031%
Attn: Mutual Fund Shareholder
Accounting
201 Progress Pkwy.
Maryland Hts., MO 63043-3009
Class B Citigroup Global Markets, Inc. 182,746.214 5.9805%
House Account 00109801250
Attn: Peter Booth 7th Floor
333 W. 34th St.
New York, NY 10001-2402
Class C Citigroup Global Markets, Inc. 211,198.436 8.73271%
House Account 00109801250
Attn: Peter Booth 7th Floor
333 W. 34th St.
New York, NY 10001-2402
Class C Edward D. Jones & Co. 143,236.561 5.92260%
Attn: Mutual Fund Shareholder
Accounting
201 Progress Pkwy.
Maryland Hts., MO 63043-3009
Class Y State Street Bank Cust 1,459,249.004 42.38292%
FBO The Hartford Balanced Alloc
Attn: Marilyn Orr
500 Bielenberg Dr.
Woodbury, MN 55125-4401
Class Y State Street Bank Cust 1,266,872.407 36.79547%
FBO The Hartford Growth Alloc
Attn: Marilyn Orr
500 Bielenberg Dr.
Woodbury, MN 55125-4401
Class Y State Street Bank Cust 382,647.525 11.11374%
FBO The Hartford Aggressive Growth
Attn: Marilyn Orr
500 Bielenberg Dr.
Woodbury, MN 55125-4401
</Table>
29
<Table>
<Caption>
CLASS OF AMOUNT AND NATURE OF PERCENTAGE OF
SHARES NAME AND ADDRESS OF BENEFICIAL OWNER* BENEFICIAL OWNERSHIP CLASS OWNED
- --------- ------------------------------------- -------------------- -------------
Class Y Saxon & Co. 220,400.27 6.40138%
FBO 20-42-002-3500639
PO Box 7780-1888
Philadelphia, PA 19182-001
</Table>
- ---------------
* Each entity set forth in this column 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 ownership therein.
30
RETAIL
[FORM OF PROXY CARD]
EVERY SHAREHOLDER'S VOTE IS IMPORTANT!
PLEASE SIGN, DATE AND RETURN YOUR
PROXY TODAY
THE HARTFORD SMALL COMPANY FUND
C/O PROXY TABULATOR
P.O. BOX 9112
FARMINGDALE, NY 11735
VOTING BY TELEPHONE. Call toll-free 1-888-221-0697 and follow the recorded
instructions.
VOTING BY INTERNET. Log on to www.proxyweb.com and follow the on-screen
instructions.
VOTING BY MAIL. Complete and return your proxy card in the addressed
envelope.
If you vote by telephone or internet, you do not need to mail your proxy.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE HARTFORD
MUTUAL FUNDS, INC. ON BEHALF OF THE HARTFORD SMALL COMPANY FUND
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD MAY 23, 2006
The undersigned appoints Tamara Fagely, Edward Macdonald and Michael Phillips 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 (the "Proxies"), to
vote, as designated herein, all shares of The Hartford Small Company Fund (the
"Fund") held by the undersigned on March 1, 2006, at a Special Meeting of
Shareholders (the "Meeting") to be held at the offices of Hartford Investment
Financial Services, LLC, 200 Hopmeadow Street, Simsbury, Connecticut, on May 23,
2006 at 10:00 a.m, Eastern Time, and at any adjournments or postponements
thereof, upon the matters on the reverse as set forth in the Notice of Special
Meeting of Shareholders and Proxy Statement, with all powers the undersigned
would possess if present in person.
By executing this proxy, the undersigned revokes all previous proxies with
respect to the Meeting and acknowledges receipt of the Notice of Special Meeting
of Shareholders and Proxy Statement. 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.
Date
-----------------------------------
----------------------------------------
Signature(s) (Please sign in box)
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 signing for a
partnership, please sign in partnership
name by authorized person.
(Please see reverse side.)
THIS PROXY WILL BE VOTED AS INSTRUCTED ON THE MATTER SET FORTH BELOW. IT IS
UNDERSTOOD THAT IF NO CHOICE IS SPECIFIED. THIS PROXY WILL BE VOTED "FOR" SUCH
MATTER.
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS
AS MAY PROPERLY COME BEFORE THE MEETING AND ANY ADJOURNMENTS OR POSTPONEMENTS OF
THE MEETING. IF YOU WISH TO VOTE IN ACCORDANCE WITH THE RECOMMENDATION OF THE
BOARD OF DIRECTORS, SIMPLY SIGN AND DATE THIS PROXY CARD AND RETURN IT IN THE
ENVELOPE PROVIDED.
PLEASE FILL IN BOXES AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL.
PLEASE DO NOT USE FINE POINT PENS.
[ ] [ ] [ ] PROPOSAL TO APPROVE A SUB-ADVISORY AGREEMENT WITH
FOR AGAINST ABSTAIN HARTFORD INVESTMENT MANAGEMENT COMPANY.
PLEASE VOTE, SIGN, DATE AND PROMPTLY RETURN YOUR PROXY IN THE ENCLOSED ENVELOPE.
THANK YOU!
[FORM OF VOTING INSTRUCTION FORM]
HARTFORD SMALL COMPANY FUND-CL [ ] SPECIAL MEETING TO BE HELD ON 05/23/06 HARTFORD SMALL COMPANY FUND-CL A
AT 10:00 A.M. EDT 05/23/06 AT 10:00 A.M. EDT
FOR HOLDERS AS OF 03/01/06 * ISSUER CONFIRMATION COPY - INFO ONLY * <-- 2 -I -S
1 1-0001 THIS FORM IS PROVIDED FOR INFORMATIONAL
PURPOSES ONLY. PLEASE DO NOT USE IT FOR
VOTING PURPOSES. DIRECTORS
CUSIP: 416645109 MARK "X" FOR ONLY ONE BOX
DIRECTORS CONTROL NO [X] THIS SPACE INTENTIONALLY LEFT BLANK
[X] PLEASE INDICATE YOUR VOTING
[X] INSTRUCTIONS FOR EACH PROPOSAL
USE NUMBER ONLY
DIRECTORS
PROPOSAL(S): RECOMMEND FOR AGAINST ABSTAIN
- PROPOSAL TO APPROVE A SUB-ADVISORY AGREEMENT --->>> FOR --->>1 [X] [X] [X] PLEASE INDICATE YOUR PROPOSAL
WITH HARTFORD INVESTMENT MANAGEMENT COMPANY. 0030403 SELECTION BY FIRMLY PLACING AN
"X" IN THE APPROPRIATE NUMBERED
BOX WITH BLUE OR BLACK INK ONLY
[X]
DO NOT USE SEE VOTING INSTRUCTION
NO. 3 ON REVERSE
DO NOT USE ACCOUNT NO.
FOR AGAINST ABSTAIN CUSIP 416645109
*NOTE* SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE DO NOT USE CONTROL NO:
MEETING OR ANY ADJOURNMENT THEREOF
DO NOT USE CLIENT NO:
DO NOT USE PLACE "X" HERE IF YOU PLAN TO
ATTEND AND VOTE YOUR SHARES AT
THE MEETING [X]
FOR AGAINST ABSTAIN [ADP LOGO]
DO NOT USE
DO NOT USE
DO NOT USE
51 MERCEDES WAY EDGEWOOD
NY 11717
FOR AGAINST ABSTAIN
DO NOT USE
DO NOT USE
DO NOT USE
IMPORTANT NOTICE REGARDING
DELIVERY OF SECURITY HOLDER
FOR AGAINST ABSTAIN DOCUMENTS (HH)
DO NOT USE HARTFORD MUTUAL FUNDS
200 HOPMEADOW STREET
HOUSEHOLDING ELECTION SIMSBURY, CT 06089
DO NOT USE ATT: TOM MURPHY
06089
IH) MARK "FOR" TO ENROLL THIS ACCOUNT TO RECEIVE CERTAIN FUTURE -->>> [X] [X] [ ]
SHAREHOLDER COMMUNICATIONS IN A SINGLE PACKAGE PER HOUSEHOLD.
MARK "AGAINST" IF YOU DO NOT WANT TO PARTICIPATE. TO CHANGE
YOUR ELECTION IN THE FUTURE, CALL 1-800-542-1061. SEE
ACCOMPANYING PAGE FOR MORE INFORMATION ABOUT THIS ELECTION.
_____________________ ____________
SIGNATURE DATE
PAGE 1 OF 2
VOTING INSTRUCTIONS
TO OUR CLIENTS:
WE HAVE BEEN REQUESTED TO FORWARD TO YOU THE ENCLOSED PROXY MATERIAL RELATIVE TO
SECURITIES HELD BY US IN YOUR ACCOUNT BUT NOT REGISTERED IN YOUR NAME. SUCH
SECURITIES CAN BE VOTED ONLY BY US AS THE HOLDER OF RECORD. WE SHALL BE PLEASED
TO VOTE YOUR SECURITIES IN ACCORDANCE WITH YOUR WISHES. IF YOU WILL EXECUTE THE
FORM AND RETURN IT TO US PROMPTLY IN THE ENCLOSED BUSINESS REPLY ENVELOPE. IT IS
UNDERSTOOD THAT IF YOU SIGN WITHOUT OTHERWISE MARKING THE FORM, THE SECURITIES
WILL BE VOTED AS RECOMMENDED BY THE BOARD OF DIRECTORS ON ALL MATTERS TO BE
CONSIDERED AT THE MEETING.
FOR THIS MEETING, THE EXTENT OF OUR AUTHORITY TO VOTE YOUR SECURITIES IN THE
ABSENCE OF YOUR INSTRUCTIONS CAN BE DETERMINED BY REFERRING TO THE APPLICABLE
VOTING INSTRUCTION NUMBER INDICATED ON THE FACE OF YOUR FORM.
VOTING INSTRUCTION NUMBER 1 - WE URGE YOU TO SEND IN YOUR INSTRUCTION SO THAT WE
MAY VOTE YOUR SECURITIES IN ACCORDANCE WITH YOUR WISHES, HOWEVER, THE RULES OF
THE NEW YORK STOCK EXCHANGE PROVIDE THAT IF INSTRUCTIONS ARE NOT RECEIVED FROM
YOU PRIOR TO THE ISSUANCE OF THE FIRST VOTE. THE PROXY MAY BE GIVIN AT
DISCRETION BY THE HOLDER OF RECORD OF THE SECURITIES (ON THE TENTH DAY, IF THE
PROXY MATERIAL WAS MAILED AT LEAST 15 DAYS PRIOR TO THE MEETING DATE; ON THE
FIFTEENTH DAY IF PROXY MATERIAL WAS MAILED 25 DAYS OR MORE PRIOR TO THE MEETING
DATE). IF YOU ARE UNABLE TO COMMUNICATE WITH US BY SUCH DATE, WE WILL
NEVERTHELESS FOLLOW YOUR INSTRUCTIONS, EVEN IF OUR DISCRETIONARY VOTE HAS
ALREADY BEEN GIVEN, PROVIDED YOUR INSTRUCTIONS ARE RECEIVED PRIOR TO THE MEETING
DATE.
VOTING INSTRUCTION NUMBER 2 - WE WISH TO CALL YOUR ATTENTION TO THE FACT THAT
UNDER THE RULES OF THE NEW YORK STOCK EXCHANGE, WE CANNOT VOTE YOUR SECURITIES
ON ONE OR MORE OF THE MATTERS TO BE ACTED UPON AT THE MEETING WITHOUT YOUR
SPECIFIC VOTING INSTRUCTIONS.
IF WE DO NOT HEAR FROM YOU PRIOR TO THE ISSUANCE OF THE FIRST VOTE, WE MAY VOTE
YOUR SECURITIES IN OUR DISCRETION TO THE EXTENT PERMITTED BY THE RULES OF THE
EXCHANGE (ON THE TENTH DAY, IF THE PROXY MATERIAL WAS MAILED AT LEAST 15 DAYS
PRIOR TO THE MEETING DATE; ON THE FIFTEENTH DAY IF THE PROXY MATERIAL WAS MAILED
25 DAYS OR MORE PRIOR TO THE MEETING DATE). IF YOU ARE UNABLE TO COMMUNICATE
WITH US BY SUCH DATE, WE WILL NEVERTHELESS FOLLOW YOUR VOTING INSTRUCTIONS, EVEN
IF OUR DISCRETIONARY VOTE HAS ALREADY BEEN GIVEN, PROVIDED YOUR INSTRUCTIONS ARE
RECEIVED PRIOR TO THE MEETING DATE.
VOTING INSTRUCTION NUMBER 3 - IN ORDER FOR YOUR SECURITIES TO BE REPRESENTED AT
THE MEETING, IT WILL BE NECESSARY FOR US TO HAVE YOUR SPECIFIC VOTING
INSTRUCTIONS. PLEASE DATE, SIGN AND RETURN YOUR VOTING INSTRUCTIONS TO US
PROMPTLY IN THE RETURN ENVELOPE PROVIDED.
VOTING INSTRUCTION NUMBER 4 - REMINDER - WE HAVE PREVIOUSLY SENT YOU PROXY
SOLICITING MATERIAL PERTAINING TO THE MEETING OF SHAREHOLDERS OF THE COMPANY
INDICATED.
ACCORDING TO OUR LATEST RECORDS WE HAVE NOT AS YET RECEIVED YOUR VOTING
INSTRUCTIONS ON THE MATTERS TO BE CONSIDERED AT THIS MEETING AND THE COMPANY HAS
REQUESTED US TO COMMUNICATE WITH YOU IN AN ENDEAVOR TO HAVE YOUR SECURITIES
VOTED.
THE VOTING INSTRUCTIONS REQUEST PERTAINS TO SECURITIES CARRIED BY US IN YOUR
ACCOUNT BUT NOT REGISTERED IN YOUR NAME. SUCH SECURITIES CAN BE VOTED ONLY BY US
AS THE HOLDER OF RECORD OF THE SECURITIES.
PLEASE DATE SIGN AND RETURN YOUR VOTING INSTRUCTIONS TO US PROMPTLY IN THE
RETURN ENVELOPE PROVIDED.
SHOULD YOU WISH TO ATTEND THE MEETING AND VOTE IN PERSON. PLEASE CHECK THE BOX
ON THE FRONT OF THE FORM FOR THIS PURPOSE. A LEGAL PROXY COVERING YOUR
SECURITIES WILL BE ISSUED TO YOU.
Please ensure you fold then detach and retain this portion of the Voting
Instruction Form
P.O. BOX 9072
Proxy Services
P.O. Box 9072
Farmingdale NY 1-1735-9579