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 240.14a-12
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)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
----------------------------------------
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] Fee paid previously by written preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
THE HARTFORD MUTUAL FUNDS, INC.,
ON BEHALF OF
THE HARTFORD EQUITY GROWTH ALLOCATION FUND, THE HARTFORD GROWTH
ALLOCATION FUND, THE HARTFORD BALANCED ALLOCATION FUND,
THE HARTFORD CONSERVATIVE ALLOCATION FUND AND
THE HARTFORD INCOME ALLOCATION FUND
APRIL 18, 2007
Dear Shareholders:
You are cordially invited to attend a Special Meeting of Shareholders (the
"Meeting") of The Hartford Equity Growth Allocation Fund(1) (formerly known as
The Hartford Aggressive Growth Allocation Fund), The Hartford Growth Allocation
Fund, The Hartford Balanced Allocation Fund, The Hartford Conservative
Allocation Fund and The Hartford Income Allocation Fund (collectively, the
"Funds," each, a "Fund"), each a series of The Hartford Mutual Funds, Inc. (the
"Company"). The Meeting will take place on June 26, 2007 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 for the shareholders of
each affected Fund to vote on:
<Table>
<Caption>
PROPOSAL
NO. DESCRIPTION OF PROPOSAL
- -------- -----------------------
1 The approval of a sub-advisory agreement between
HIFSCO, the investment manager of The Hartford
Equity Growth Allocation Fund, and Hartford
Investment Management Company ("Hartford Investment
Management"), an affiliate of HIFSCO, pursuant to
which Hartford Investment Management will serve as
the sub-adviser to The Hartford Equity Growth
Allocation Fund and manage such Fund's assets.
2 The approval of a sub-advisory agreement between
HIFSCO, the investment manager of The Hartford
Growth Allocation Fund, and Hartford Investment
Management, an affiliate of HIFSCO, pursuant to
which Hartford Investment Management will serve as
the sub- adviser to The Hartford Growth Allocation
Fund and manage such Fund's assets.
</Table>
- ----------
(1) Effective March 1, 2007, The Hartford Aggressive Growth Allocation Fund was
renamed The Hartford Equity Growth Allocation Fund
<Table>
<Caption>
PROPOSAL
NO. DESCRIPTION OF PROPOSAL
- -------- -----------------------
3 The approval of a sub-advisory agreement between
HIFSCO, the investment manager of The Hartford
Balanced Allocation Fund, and Hartford Investment
Management, an affiliate of HIFSCO, pursuant to
which Hartford Investment Management will serve as
the sub- adviser to The Hartford Balanced
Allocation Fund and manage such Fund's assets.
4 The approval of a sub-advisory agreement between
HIFSCO, the investment manager of The Hartford
Conservative Allocation Fund, and Hartford
Investment Management, an affiliate of HIFSCO,
pursuant to which Hartford Investment Management
will serve as the sub-adviser to The Hartford
Conservative Allocation Fund and manage such Fund's
assets.
5 The approval of a sub-advisory agreement between
HIFSCO, the investment manager of The Hartford
Income Allocation Fund, and Hartford Investment
Management, an affiliate of HIFSCO, pursuant to
which Hartford Investment Management will serve as
the sub- adviser to The Hartford Income Allocation
Fund and manage such Fund's assets.
6 To transact such other business as may properly
come before the Meeting, or any adjournment(s) or
postponement(s) thereof.
</Table>
The Company's Board of Directors has reviewed and approved the proposals
and recommends that you vote FOR the proposal(s) applicable to you. The Proxy
Statement provides more information on the proposals. 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, Computershare
Fund Services, 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. 1. WHAT PROPOSALS ARE SHAREHOLDERS BEING ASKED TO CONSIDER AT THE UPCOMING
SPECIAL MEETING?
A. 1. Each Proposal seeks approval from shareholders of the applicable Fund,
each a series of The Hartford Mutual Funds, Inc. (the "Company"), for a proposed
sub-advisory agreement between Hartford Investment Financial Services, LLC
("HIFSCO"), each Fund's investment manager, and Hartford Investment Company
("Hartford Investment Management"), an affiliate of HIFSCO, pursuant to which
Hartford Investment Management will serve as the sub-adviser to such Fund and
manage such Fund's assets.
Proposal 1, Proposal 2, Proposal 3, Proposal 4 and Proposal 5 are
applicable to shareholders of The Hartford Equity Growth Allocation Fund, The
Hartford Growth Allocation Fund, The Hartford Balanced Allocation Fund, The
Hartford Conservative Allocation Fund and The Hartford Income Allocation Fund,
respectively.
Q. 2. HOW WILL ADDING HARTFORD INVESTMENT MANAGEMENT AS THE SUB-ADVISER BENEFIT
EACH FUND AND ITS RESPECTIVE SHAREHOLDERS?
A. 2. The Proposals will align the Funds' management structure with that
existing for the other funds of the Company. Currently, the Funds are managed by
HIFSCO's asset allocation committee, which includes personnel from HIFSCO, some
of whom are dual employees of Hartford Investment Management. As a result, the
asset allocation committee comprises essentially the same personnel as manage
certain of the Company's other asset allocation funds, fulfilling the same types
of advisory and sub-advisory roles as are fulfilled for such other funds (the
"Target Allocation Funds"). However, the Target Allocation Funds utilize an
adviser/subadviser structure that provides more clarity regarding the roles
performed by the various personnel. The Proposals are intended to provide a
consistent management structure for all of the Company's asset allocation funds.
Q. 3. WHY ARE SHAREHOLDERS BEING ASKED TO APPROVE A NEW SUB-ADVISORY AGREEMENT
WITH HARTFORD INVESTMENT MANAGEMENT?
A. 3. The laws governing mutual funds require a fund to obtain shareholder
approval before entering into a new advisory or sub-advisory agreement. Pursuant
to an order from the U.S. Securities and Exchange Commission, the Funds'
investment manager may enter into sub-advisory agreements with unaffiliated sub-
advisers without shareholder approval. Under the order, however, a sub-advisory
agreement
1
with a sub-adviser that is an "affiliated person," as defined in the Investment
Company Act of 1940, as amended, of the Funds or the investment manager still
requires shareholder approval. Therefore, because Hartford Investment Management
is affiliated with HIFSCO, shareholder approval of each Proposal is required.
Q. 4. WILL ANY FUND'S INVESTMENT GOAL AND PRINCIPAL INVESTMENT STRATEGIES
CHANGE IF THE PROPOSALS ARE APPROVED?
A. 4. No. Each Fund's investment goal and principal investment strategies, as
well as the other Hartford funds in which each Fund may invest, will remain the
same. Please refer to the enclosed Proxy Statement for information regarding
Hartford Investment Management's investment approach.
Q. 5. WILL THE PROPOSALS RESULT IN HIGHER FUND EXPENSES?
A. 5. No. The Proposals will not increase any Fund's expenses. Each Fund pays
an advisory fee to HIFSCO and HIFSCO is responsible for paying the sub-advisory
fee to Hartford Investment Management.
Q. 6. HAS THE BOARD OF DIRECTORS APPROVED THE PROPOSALS?
A. 6. Yes. The Board of Directors has reviewed and approved the Proposals and
recommends that you vote FOR the Proposal(s) applicable to you.
Q. 7. HOW CAN I VOTE?
A. 7. 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 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. 8. WHEN SHOULD I VOTE?
A. 8. Please vote as soon as possible. Representatives of The Hartford or
Computershare Fund Services, 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.
2
Q. 9. WHERE CAN I OBTAIN ADDITIONAL INFORMATION ABOUT THIS PROXY STATEMENT?
A. 9. For information about voting, please call toll-free 1-866-408-8079:
To view The Hartford Mutual Funds' 2006 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
2007 Proxy Information" under "Points of Interest" on or after April 30, 2007);
Or call 1-888-843-7824 to request a copy.
THE ATTACHED PROXY STATEMENT CONTAINS MORE DETAILED
INFORMATION ABOUT THE PROPOSALS. PLEASE READ IT CAREFULLY.
3
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
A Special Meeting of Shareholders (the "Meeting") of The Hartford Equity
Growth Allocation Fund, The Hartford Growth Allocation Fund, The Hartford
Balanced Allocation Fund, The Hartford Conservative Allocation Fund and The
Hartford Income Allocation Fund (collectively, the "Funds," each, a "Fund"),
each a series of The Hartford Mutual Funds, Inc. (the "Company"), will take
place on June 26, 2007 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:
<Table>
<Caption>
PROPOSAL FUND AFFECTED PAGE
-------- ------------- ----
1. To approve a sub-advisory agreement The Hartford 9
between HIFSCO, the investment manager of Equity Growth
The Hartford Equity Growth Allocation Allocation Fund
Fund, and Hartford Investment Management
Company ("Hartford Investment
Management"), an affiliate of HIFSCO,
pursuant to which Hartford Investment
Management will serve as the sub-adviser
to The Hartford Equity Growth Allocation
Fund and manage such Fund's assets.
2. To approve a sub-advisory agreement The Hartford 9
between HIFSCO, the investment manager of Growth
The Hartford Growth Allocation Fund, and Allocation Fund
Hartford Investment Management, an
affiliate of HIFSCO, pursuant to which
Hartford Investment Management will serve
as the sub-adviser to The Hartford Growth
Allocation Fund and manage such Fund's
assets.
3. To approve a sub-advisory agreement The Hartford 10
between HIFSCO, the investment manager of Balanced
The Hartford Balanced Allocation Fund, Allocation Fund
and Hartford Investment Management, an
affiliate of HIFSCO, pursuant to which
Hartford Investment Management will serve
as the sub-adviser to The Hartford
Balanced Allocation Fund and manage such
Fund's assets.
4. To approve a sub-advisory agreement The Hartford 10
between HIFSCO, the investment manager of Conservative
The Hartford Conservative Allocation Allocation Fund
Fund, and Hartford Investment Management,
an affiliate of HIFSCO, pursuant to which
Hartford Investment Management will serve
as the sub-adviser to The Hartford
Conservative Allocation Fund and manage
such Fund's assets.
5. To approve a sub-advisory agreement The Hartford 10
between HIFSCO, the investment manager of Income
The Hartford Income Allocation Fund, and Allocation Fund
Hartford Investment Management, an
affiliate of HIFSCO, pursuant to which
Hartford Investment Management will serve
as the sub-adviser to The Hartford Income
Allocation Fund and manage such Fund's
assets.
6. To transact such other business as may
properly come before the Meeting, or any
adjournment thereof.
</Table>
4
The Board of Directors of the Company recommends that you vote FOR the
Proposal(s) applicable to you listed in this notice. Shareholders of record on
April 9, 2007 are entitled to notice of and to vote at the Meeting.
Please read the enclosed Proxy Statement carefully for information
concerning the Proposal(s) applicable to you 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: April 18, 2007
5
THE HARTFORD MUTUAL FUNDS, INC.
500 BIELENBERG DRIVE
WOODBURY, MINNESOTA 55125-4401
THE HARTFORD EQUITY GROWTH ALLOCATION FUND,
THE HARTFORD GROWTH ALLOCATION FUND,
THE HARTFORD BALANCED ALLOCATION FUND,
THE HARTFORD CONSERVATIVE ALLOCATION FUND,
THE HARTFORD INCOME ALLOCATION FUND
PROXY STATEMENT
APRIL 18, 2007
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 Equity Growth Allocation
Fund,(2) The Hartford Growth Allocation Fund, The Hartford Balanced Allocation
Fund, The Hartford Conservative Allocation Fund and The Hartford Income
Allocation Fund (collectively, the "Funds," each, a "Fund"), to be held June 26,
2007, 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, each Fund's investment manager. The approximate mailing date of
this Proxy Statement is April 25, 2007. Representatives of The Hartford
Financial Services Group, Inc. ("The Hartford") or Computershare Fund Services
("Computershare"), 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 Funds may receive
a telephone call from a representative of Computershare 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 each Fund's investment manager and the Company's
administrator and principal underwriter. HIFSCO is principally located at 200
Hopmeadow Street, Simsbury, Connecticut 06089.
- ----------
(2) Effective March 1, 2007, The Hartford Aggressive Growth Allocation Fund was
renamed The Hartford Equity Growth Allocation Fund
6
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 applicable proposal(s) 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 the sub-adviser to each Fund and manage each Fund's
assets (collectively, the "Proposals"). 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.
Votes can be cast to approve or disapprove the applicable Proposal(s).
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 applicable Proposal(s). As
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 applicable Proposal(s). 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 Computershare the
Computershare 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 Computershare 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 the Computershare
representative, then the Computershare representative will explain the proxy
voting process, read the Proposal listed on the proxy card and ask for the
shareholder's instructions on the applicable Proposal(s). Although the
Computershare 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
Computershare representative will record the shareholder's instructions on the
card.
7
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 Computershare 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,
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 April
9, 2007 (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 each 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 applicable 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 a 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.
8
DESCRIPTION OF PROPOSALS
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 Equity Growth Allocation Fund, The Hartford Growth Allocation Fund, The
Hartford Balanced Allocation Fund, The Hartford Conservative Allocation Fund and
The Hartford Income Allocation Fund (collectively, the "Funds," each, a "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 the sub-adviser to each Fund and will provide investment sub-
advisory services to the each Fund with respect to the each Fund's assets.(3)
The table below describes each Proposal and the Fund affected.
<Table>
<Caption>
PROPOSAL FUND AFFECTED
-------- -------------
1. To approve a sub-advisory agreement The Hartford
between HIFSCO, the investment manager of Equity Growth
The Hartford Equity Growth Allocation Allocation Fund
Fund, and Hartford Investment Management,
an affiliate of HIFSCO, pursuant to which
Hartford Investment Management will serve
as the sub-adviser to The Hartford Equity
Growth Allocation Fund and manage such
Fund's assets.
2. To approve a sub-advisory agreement The Hartford
between HIFSCO, the investment manager of Growth
The Hartford Growth Allocation Fund, and Allocation Fund
Hartford Investment Management, an
affiliate of HIFSCO, pursuant to which
Hartford Investment Management will serve
as the sub-adviser to The Hartford Growth
Allocation Fund and manage such Fund's
assets.
</Table>
- ----------
(3) 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 a Fund by such Fund's shareholders,
HIFSCO and Hartford Investment Management will amend the Agreement to extend
it to such Fund.
9
<Table>
<Caption>
PROPOSAL FUND AFFECTED
-------- -------------
3. To approve a sub-advisory agreement The Hartford
between HIFSCO, the investment manager of Balanced
The Hartford Balanced Allocation Fund, and Allocation Fund
Hartford Investment Management, an
affiliate of HIFSCO, pursuant to which
Hartford Investment Management will serve
as the sub-adviser to The Hartford
Balanced Allocation Fund and manage such
Fund's assets.
4. To approve a sub-advisory agreement The Hartford
between HIFSCO, the investment manager of Conservative
The Hartford Conservative Allocation Fund, Allocation Fund
and Hartford Investment Management, an
affiliate of HIFSCO, pursuant to which
Hartford Investment Management will serve
as the sub-adviser to The Hartford
Conservative Allocation Fund and manage
such Fund's assets.
5. To approve a sub-advisory agreement The Hartford
between HIFSCO, the investment manager of Income
The Hartford Income Allocation Fund, and Allocation Fund
Hartford Investment Management, an
affiliate of HIFSCO, pursuant to which
Hartford Investment Management will serve
as the sub-adviser to The Hartford Income
Allocation Fund and manage such Fund's
assets.
</Table>
HIFSCO serves as each Fund's investment manager pursuant to an investment
management agreement between HIFSCO and the Company on behalf of each Fund.
Pursuant to the investment management agreement, HIFSCO establishes each Fund's
investment program and makes each Fund's investment decisions, subject to the
oversight of the Funds' Board. HIFSCO may also select, supervise and evaluate a
sub-adviser or sub-advisers who will, in turn, make the Fund's investment
decisions, subject to the oversight of the Funds' Board. HIFSCO recommends sub-
advisers it believes will provide each Fund with high quality investment
services consistent with each Fund's investment strategy of investing in other
particular Hartford funds (the "Underlying Funds") in order to achieve its
respective investment objective. For each Fund which will utilize a sub-adviser
or sub-advisers, HIFSCO will also be responsible for the monitoring of such
Fund's sub-adviser(s). For such Funds, HIFSCO will no longer make the day-to-day
investment management decisions.
The Proposals will align the Funds' management structure with that existing
for the other funds of the Company. Currently, the Funds are managed by HIFSCO's
asset allocation committee. The asset allocation committee comprises the same
personnel fulfilling the same roles with respect to certain of the Company's
other asset allocation funds (the "Target Allocation Funds"). However, the
Target
10
Allocation Funds utilize an adviser/subadviser structure. The Proposals are
intended to provide a consistent management structure and clarity regarding the
roles of various personnel for all of the Company's asset allocation funds.
The Board, including a majority of those Directors who are not "interested
persons" of the Funds (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 the Proposals for each Fund to enter into
the Agreement. The Agreement is subject to approval by each 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 any 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 any 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.
11
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 each Fund. HIFSCO's
responsibilities to each Fund would no longer include making day-to-day
investment decisions for each Fund. HIFSCO will be responsible, however, for
overseeing and reviewing the performance of Hartford Investment Management.
If the Proposals are approved, and as set forth in the Agreement, Hartford
Investment Management will perform investment management services 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 each Fund as set forth
in such 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 Hartford Investment Management, in
consultation with HIFSCO as appropriate, will make all determinations with
respect to the investment of each Fund's 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 the Funds. 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 each 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 each
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
12
with respect to the applicable Fund(s) 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 any Fund, provided that the provision of such
services to those other clients does not impair Hartford Investment Management's
ability to provide services to each 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 each Fund.
Hartford Investment Management will not be entitled to a fee calculated on the
basis of each Fund's average daily net assets. Hartford Investment Management's
compensation is not paid by the Funds.
Pursuant to the Agreement, Hartford Investment Management will not be
liable for any loss or losses suffered by any 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
July 1, 2007. 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 each Fund, in either
case with the approval of a majority of the Independent Directors, specifically
approves its continuance at least annually. The Agreement will provide that it
can be terminated with respect to any Fund at any time, without the payment of
any penalty, by the Board, by a majority of such 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 each 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
13
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 1 Hartford Plaza, Hartford, Connecticut 06155, 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 February 28, 2007, Hartford
Investment Management had investment management authority over approximately
$133.9 billion in assets under management. As of February 28, 2007, Hartford
Investment Management provided sub-advisory services for mutual funds advised by
HIFSCO or its affiliate with assets of approximately $7 billion.
Hugh Whelan and Edward Caputo currently manage the Funds in their capacity
as members of HIFSCO's asset allocation committee, and will continue to serve as
portfolio managers of each Fund. Mr. Whelan, Managing Director of Hartford
Investment Management, and an investment professional since 1990, joined
Hartford Investment Management in 2005. Mr. Whelan was the head of Quantitative
Equities at ING from 2001 until joining Hartford Investment Management.
Previously, he was a quantitative portfolio manager and analyst in ING's fixed
income group, specializing in corporate securities. Mr. Caputo, Assistant Vice
President of Hartford Investment Management, joined Hartford Investment
Management in 2001. Mr. Caputo has been an investment professional involved in
trading, portfolio management and investment research since 2000.
Hartford Investment Management has assembled a team of research analysts
and other investment personnel to support Hartford Investment Management's asset
allocation management function. Pursuant to the Agreement, Hartford Investment
Management will allocate the assets of each of the asset allocation funds among
the Underlying Funds based upon a number of factors, including Hartford
Investment Management's asset allocation strategies and the investment
performance of each Underlying Fund. In making investment decisions for the
asset allocation Funds, Hartford Investment Management will consider, among
other factors, internally generated research and the underlying asset classes in
each Underlying Fund.
14
It is the policy of HIFSCO and Hartford Investment Management to manage
each fund in the best interests of its shareholders and to conduct the
investment program for each Fund without taking into account the profitability
of any Underlying Fund or affiliate. However, management of the funds entails
special potential conflicts of interest for HIFSCO and Hartford Investment
Management because the funds of funds invest in affiliated Underlying Funds. In
general, certain of the Underlying Funds are more profitable to Hartford Life
Insurance Company and/or its affiliates than others. HIFSCO and Hartford
Investment Management may therefore have an incentive to allocate more of a
fund's assets to the more profitable of these Underlying Funds, and fewer assets
to the less profitable of these Underlying Funds. To mitigate such conflicts
HIFSCO and Hartford Investment Management have implemented various portfolio
reporting and monitoring processes, including the implementation of a conflicts
of interest policy overseen by the funds' Board of Directors.
During the Funds' last fiscal year, Hartford Investment Management did not
receive any fees, commissions or other payments from any Fund. Appendix C to
this Proxy Statement sets forth information regarding the principal executive
officers and directors of Hartford Investment Management and the Company.
As of March 31, 2006, Hartford Investment Management does not sub-advise
any investment companies that have investment objectives similar to the
investment objectives of the Fund. However, Hartford Investment Management does
currently serve as investment sub-adviser to the Target Allocation Funds, each a
series of the Company, which are also asset allocation funds.
David M. Znamierowski currently serves as Director and 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
1999. No other officer or director of the Funds is currently an officer,
employee, director or shareholder of Hartford Investment Management. Mr.
Znamierowski, Thomas Marra and Lowndes Smith, the interested directors of the
Funds, and each of the Fund's officers have an equity ownership interest in The
Hartford, the parent company of Hartford Investment Management.
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 majority
of the Independent Directors, review and approve each new investment advisory
and sub-advisory agreement.
At a meeting held on February 6-7, 2007, the Board of Directors of the
Funds, including each of the Independent Directors, voted to approve the
Agreement, with respect to each Fund.
15
In advance of the Board 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 also
received information with respect to each Fund and Hartford Investment
Management when Hartford Investment Management was re-approved or assigned as a
sub-adviser to certain of the Company's other funds on August 1-2, 2006 ("August
Meeting").
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 each Fund and its
respective 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 each 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 devote to each 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 of Hartford Investment Management to service each Fund, and the
level of support provided by the organization as a whole.
The Board considered Hartford Investment Management's regulatory and
compliance environment. The Board noted that it had recently requested and
evaluated information concerning Hartford Investment Management's regulatory and
compliance environment at the August Meeting during its review and approval of
Hartford Investment Management as the sub-adviser to certain of the Company's
other funds. The Board had focused on regulatory and compliance matters
particular to the management of equity securities as opposed to fixed income
securities. In this regard, the Board had requested and reviewed information on
Hartford Investment Management's compliance policies and procedures, compliance
history, and reports from the Funds' Chief Compliance Officer on Hartford
Investment Management's compliance with applicable laws and regulations,
including its
16
responses to regulatory developments and compliance issues raised by regulators.
The Board 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. The Board also noted that
HIFSCO represented that it does not believe that any material changes to the
compliance programs will result from the approval of any of the Proposals.
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 its ability to attract
and retain qualified investment professionals); its investment philosophy and
process (and adherence to that philosophy and process); and its 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. Whelan, Mr. Caputo
and their team and senior management of Hartford Investment Management in their
in-person discussions with the Board and with the Investment Committee. The
Board recognized that HIFSCO is responsible for the overall management of each
Fund, provides investment advisory services in connection with selecting,
monitoring and supervising the Funds' sub-advisers, and had recommended to the
Board that Hartford Investment Management be appointed as a sub-adviser to each
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 each Fund by HIFSCO and Hartford Investment
Management.
PERFORMANCE
The Board considered the investment performance of each Fund as managed by
HIFSCO. In this regard, the Board considered information and materials provided
to the Board from HIFSCO comparing each Fund's investment performance over
various periods of time with appropriate benchmark indices, and with a
performance universe of funds in relation to each Fund's peer group selected by
Lipper, Inc., an independent provider of investment company data ("Lipper"),
which demonstrated that each Fund had an acceptable performance record under
HIFSCO's management.
The Board considered that Hartford Investment Management would assume
responsibility for administering the asset allocation program and day-to-day
management for each of the Funds, which is currently performed by the Asset
17
Allocation Committee within HIFSCO, as the investment adviser to the Funds. The
Board considered that the investment management team for Hartford Investment
Management would be led by Mr. Whelan, who currently already serves as a
portfolio manager to the Funds, and Mr. Caputo. In addition to the Funds'
performance record received at the February 6-7, 2007 meeting, the Board
considered that they had reviewed the performance record for other mutual funds
for which Mr. Whelan had served as portfolio managers at the August Meeting.
HIFSCO and Hartford Investment Management provided additional information about
the broad range of Mr. Whelan, Mr. Caputo and their 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 each Fund.
COSTS OF THE SERVICES AND PROFITABILITY OF HIFSCO AND HARTFORD INVESTMENT
MANAGEMENT
The Board noted that it had reviewed information regarding HIFSCO's costs
to provide investment management and related services to each Fund and the
profitability to them from managing the Funds at its August Meeting. The Board
considered that because it was proposed that Hartford Investment Management be
reimbursed for its costs rather than receive a set fee, the result would be that
any profitability from managing the Funds 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 Funds and all aspects of its
relationships with the Funds at its August Meeting.
The Board considered that it had reviewed at its August Meeting the
assumptions and allocation methods used in preparing the cost and profitability
data provided to the Board. 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 was mindful that it
had considered the profitability of HIFSCO's relationship with the Funds on a
pre-tax basis without regard to distribution expenses at its August Meeting.
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 Funds would not be excessive.
18
COMPARISON OF FEES AND SERVICES PROVIDED BY HIFSCO AND HARTFORD INVESTMENT
MANAGEMENT
The Board noted that the investment advisory fee for each Fund would remain
the same in connection with the addition of Hartford Investment Management as
the sub-adviser. The Board additionally considered that it was proposed that
Hartford Investment Management be reimbursed for its costs rather than receive a
set fee. The Board considered that it had reviewed the Funds' advisory fees at
its August Meeting. The Board was mindful that it had considered comparative
information with respect to the investment management fees to be paid by each
Fund to HIFSCO and its affiliates at its August Meeting. In this regard, the
Board had received information from HIFSCO and Hartford Investment Management
relating to the management fees and total operating expenses for each Fund.
HIFSCO also had referenced information comparing each Fund's management fees and
total operating expenses relative to those of a peer universe of funds
identified by Lipper as being in a similar category. While the Board had
recognized that comparisons between each Fund and its respective 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
each Fund's advisory fee.
Based on these considerations, the Board concluded that each Fund's
management fee and sub-advisory fee and total operating expenses are within a
range that is competitive and, 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 each Fund grows and whether the fee levels reflect these economies
of scale for the benefit of each Fund's investors.
The Board reviewed the breakpoint in the each Fund's respective management
fee schedule, which reduce fees as Fund assets grow over time. This breakpoint
reflects HIFSCO's attempt to provide economies of scale to each Fund and its
respective shareholders in that, as such Fund grows, its effective management
fee rate declines. The Board recognized that each Fund should continue to
benefit from economies of scale with assets beyond the breakpoint, because
additional assets are charged the lower breakpoint fee, resulting in a lower
overall effective management fee rate. The Board considered that each 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
19
anticipated or potential economies of scale. The Board also considered that it
received information regarding HIFSCO's and Hartford Investment Management's
realization of economies of scale with respect to each Fund at its August
Meeting.
After considering all of the information available to it, the Board
concluded that it was satisfied with the extent to which economies of scale are
anticipated to be shared for the benefit of each Fund's investors, based on
currently available information and the effective advisory fees and expense
ratios for each Fund at its respective current and reasonably anticipated asset
levels. The Board noted, however, that it would continue to monitor future
growth in each Fund's 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 Funds. The Board considered that the following companies, which are
affiliates of Hartford Investment Management, provide services to each Fund and
receive compensation from each Fund.
- HIFSCO serves as each Fund's principal underwriter and receives 12b-1
fees from each Fund.
- Hartford Life Insurance Company provides fund accounting services to each
Fund and receives fund accounting fees from each Fund.
- Hartford Administrative Services Company ("HASCO"), each Fund's transfer
agent, receives transfer agency compensation from each Fund.
* * * * *
Based upon its review of these various factors, among others, the Board
concluded that it is in the best interests of each Fund and its respective
shareholders to approve the Agreement with Hartford Investment Management with
respect to each Fund. 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 each Fund's shareholders requires an
affirmative vote of the lesser of (i) 67% or more of such Fund's shares present
at the Meeting, if more than 50% of the outstanding shares of such Fund are
present or represented by proxy, or (ii) more than 50% of the outstanding shares
of such Fund.
20
THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THE PROPOSAL(S)
APPLICABLE TO YOU.
OTHER MATTERS
Management does not intend to present any business to the Meeting not
mentioned in this Proxy Statement and currently knows of no other business to be
presented. If any other matters are brought before the Meeting, the persons
named as proxies will vote on such matters in accordance with their judgment of
the best interests of the Company.
BENEFICIAL OWNERS
As of February 28, 2007, all directors and officers as a group owned less
than 1% of the outstanding shares of each class of each Fund's shares. As of
February 28, 2007, to the knowledge of the Company, no person owned beneficially
more than 5% of the outstanding shares of any class of shares of any Fund,
except as listed in Appendix D.
As of February 28, 2007, 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, each Fund pays HIFSCO an investment advisory fee at the
following annual rates (calculated as a percentage of such Fund's average daily
net assets):
<Table>
<Caption>
AVERAGE DAILY NET ASSETS ANNUAL RATE
- ------------------------ -----------
First $500 million......................... 0.15%
Amount Over $500 million................... 0.10%
</Table>
As of March 31, 2007, net assets in The Hartford Equity Growth Allocation
Fund, The Hartford Growth Allocation Fund, The Hartford Balanced Allocation
Fund, The Hartford Conservative Allocation Fund and The Hartford Income
Allocation Fund were $238,636,631, $740,846,216, $825,759,381, $176,675,983 and
$45,406,648, respectively.
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.
21
The companies listed below, which are affiliates of Hartford Investment
Management, provide services to the Funds, and will continue to do so whether or
not Fund shareholders approve the Agreement with Hartford Investment Management.
HIFSCO provides investment advisory services to each Fund. For the fiscal
year ended October 31, 2006, The Hartford Equity Growth Allocation Fund, The
Hartford Growth Allocation Fund, The Hartford Balanced Allocation Fund, The
Hartford Conservative Allocation Fund and The Hartford Income Allocation Fund
paid HIFSCO $322,645, $1,027,945, $1,141,595, $266,999 and $70,212,
respectively.
In addition, HIFSCO serves as each Fund's principal underwriter and
receives 12b-1 fees from each Fund. As underwriter, HIFSCO is responsible for
the sale and distribution of fund shares. For the fiscal year ended October 31,
2006, The Hartford Equity Growth Allocation Fund, The Hartford Growth Allocation
Fund, The Hartford Balanced Allocation Fund, The Hartford Conservative
Allocation Fund and The Hartford Income Allocation Fund paid HIFSCO a total of
$930,442, $3,062,987, $3,228,507, $727,979 and $187,988 in 12b-1 fees,
respectively.
Hartford Life Insurance Company ("Hartford Life") provides fund accounting
services to each Fund. For the fiscal year ended October 31, 2006, The Hartford
Equity Growth Allocation Fund, The Hartford Growth Allocation Fund, The Hartford
Balanced Allocation Fund, The Hartford Conservative Allocation Fund and The
Hartford Income Allocation Fund paid Hartford Life a total of $16,084, $52,641,
$59,615, $13,351 and $3,511 for fund accounting services rendered and expenses
assumed, respectively.
Hartford Administrative Services Company ("HASCO") performs transfer agency
services for each Fund. HASCO issues and redeems shares of each Fund and
disburses any dividends declared by such Fund. For the fiscal year ended October
31, 2006, The Hartford Equity Growth Allocation Fund, The Hartford Growth
Allocation Fund, The Hartford Balanced Allocation Fund, The Hartford
Conservative Allocation Fund and The Hartford Income Allocation Fund paid HASCO
a total of $376,109, $52,641, $711,913, $131,566 and $47,866 for transfer agency
services, respectively.
SHAREHOLDER MAILINGS
To help lower the impact of operating costs, each 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 applicable 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 applicable Fund at 1-888-843-7824 or writing to the applicable Fund
at The
22
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.
If you would like to view a copy on the internet, please go to
www.hartfordinvestor.com (see "Your Vote Counts! Get Your 2007 Proxy
Information" under "Points of Interest"). Alternatively, if you would like to
receive a copy, please contact the applicable 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
No Fund is required to hold annual meetings of shareholders and none
currently intends 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 applicable 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
April 18, 2007
23
APPENDIX A
FUND SHARES OUTSTANDING ON APRIL 9, 2007
THE HARTFORD EQUITY GROWTH ALLOCATION FUND (FORMERLY THE HARTFORD AGGRESSIVE
GROWTH ALLOCATION FUND)
<Table>
<Caption>
SHARES OUTSTANDING ON
CLASS RECORD DATE
- ----- ---------------------
Class A............................... 10,378,511
Class B............................... 2,898,969
Class C............................... 4,473,566
Class I............................... 3,991
Class R3.............................. 755
Class R4.............................. 755
Class R5.............................. 755
Total all classes..................... 17,757,302
</Table>
THE HARTFORD GROWTH ALLOCATION FUND
<Table>
<Caption>
SHARES OUTSTANDING ON
CLASS RECORD DATE
- ----- ---------------------
Class A............................... 33,142,008
Class B............................... 9,551,063
Class C............................... 15,261,160
Class I............................... 44,900
Class R3.............................. 794
Class R4.............................. 794
Class R5.............................. 794
Total All classes..................... 58,001,513
</Table>
24
THE HARTFORD BALANCED ALLOCATION FUND
<Table>
<Caption>
SHARES OUTSTANDING ON
CLASS RECORD DATE
- ----- ---------------------
Class A............................... 42,811,860
Class B............................... 9,906,453
Class C............................... 16,590,325
Class I............................... 69,029
Class R3.............................. 843
Class R4.............................. 843
Class R5.............................. 844
Total all classes..................... 69,380,197
</Table>
THE HARTFORD CONSERVATIVE ALLOCATION FUND
<Table>
<Caption>
SHARES OUTSTANDING ON
CLASS RECORD DATE
- ----- ---------------------
Class A............................... 9,415,823
Class B............................... 2,028,715
Class C............................... 3,509,493
Class I............................... 314,504
Class R3.............................. 917
Class R4.............................. 918
Class R5.............................. 918
Total all classes..................... 15,271,288
</Table>
THE HARTFORD INCOME ALLOCATION FUND
<Table>
<Caption>
SHARES OUTSTANDING ON
CLASS RECORD DATE
- ----- ---------------------
Class A............................... 3,215,369
Class B............................... 537,949
Class C............................... 767,872
Class I............................... 39,579
Class R3.............................. 1,017
Class R4.............................. 1,018
Class R5.............................. 1,019
Total all classes..................... 4,563,823
</Table>
25
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-
investment decisions pertaining to the Portfolio's securities should be
exercised.
26
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 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
27
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 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
28
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.
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.
29
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:
30
FORM OF
AMENDMENT NUMBER [ ] 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 (formerly known as The
Hartford Investment Management Company) dated March 3, 1997 (the "Agreement"),
the following funds are hereby included in the Agreement as Portfolios. All
provisions in the Agreement shall apply to the management of the new funds.
- The Hartford Equity Growth Allocation Fund
- The Hartford Growth Allocation Fund
- The Hartford Balanced Allocation Fund
- The Hartford Conservative Allocation Fund
- The Hartford Income Allocation 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 , 2007.
HARTFORD INVESTMENT
FINANCIAL SERVICES, LLC
By:
------------------------------------
Name:
Title:
HARTFORD INVESTMENT
MANAGEMENT COMPANY
By:
------------------------------------
Name:
Title:
31
APPENDIX C
PRINCIPAL EXECUTIVE OFFICERS AND DIRECTORS OF HARTFORD INVESTMENT
MANAGEMENT COMPANY
<Table>
<Caption>
POSITION AND PRINCIPAL
NAME OCCUPATION ADDRESS
- ---- ---------------------- -------
David M. Znamierowski President and Director 1 Hartford Plaza
Hartford, CT 06155
Kevin M. Scarrozzo Executive Vice 1 Hartford Plaza
President and Chief Hartford, CT 06155
Financial Officer
Edmund V. Mahoney Senior Vice President 1 Hartford Plaza
and Chief Compliance Hartford, CT 06155
Officer
James Scott Fox Chief Operating Officer 1 Hartford Plaza
and Managing Director Hartford, CT 06155
M. Timothy Corbett Managing Director and 1 Hartford Plaza
Director Hartford, CT 06155
William H. Davison, Jr. Managing Director and 1 Hartford Plaza
Director Hartford, CT 06155
Nasri A. Toutoungi Managing Director 1 Hartford Plaza
Hartford, CT 06155
Michael J. Bacevich Managing Director 1 Hartford Plaza
Hartford, CT 06155
Michael E. Gray Managing Director 1 Hartford Plaza
Hartford, CT 06155
William P. Meaney Managing Director 1 Hartford Plaza
Hartford, CT 06155
Ronald A. Mendel Managing Director 1 Hartford Plaza
Hartford, CT 06155
Walter F. Garger Secretary and Chief 1 Hartford Plaza
Legal Officer Hartford, CT 06155
Charles Moon Executive Vice President 1 Hartford Plaza
and Managing Director Hartford, CT 06155
Mark J. Niland Managing Director 1 Hartford Plaza
Hartford, CT 06155
Hugh T.M. Whelan Managing Director 1 Hartford Plaza
Hartford, CT 06155
</Table>
32
PRINCIPAL EXECUTIVE OFFICERS OF THE HARTFORD MUTUAL FUNDS, INC.
<Table>
<Caption>
POSITION AND
NAME PRINCIPAL OCCUPATION ADDRESS
- ---- -------------------- -------
David M. Znamierowski President and Director c/o Hartford Mutual
Funds
P.O. Box 2999
Hartford, CT 06104-2999
Tamara L. Fagely Vice President, c/o Hartford Mutual
Controller and Funds
Treasurer 500 Bielenberg Drive
Woodbury, MN 55125
Thomas D. Jones III Vice President and c/o Hartford Mutual
Chief Compliance Funds
Officer P.O. Box 2999
Hartford, CT 06104-2999
Edward P. Macdonald Vice President, c/o Hartford Mutual
Secretary and Chief Funds P.O. Box 2999
Legal Officer Hartford, CT 06104-2999
</Table>
33
APPENDIX D
5% BENEFICIAL OWNERS OF FUND SHARES AS OF APRIL 9, 2007
As of April 9, 2007, the following shareholders were beneficial owners of
the percentages of outstanding shares of the Fund indicated below.
THE HARTFORD EQUITY GROWTH ALLOCATION FUND
(FORMERLY KNOWN AS THE HARTFORD AGGRESSIVE GROWTH ALLOCATION FUND)
<Table>
<Caption>
CLASS OF NAME AND ADDRESS OF BENEFICIAL AMOUNT AND NATURE OF PERCENTAGE OF
SHARES OWNER* BENEFICIAL OWNERSHIP CLASS OWNED
- -------- -------------------------------- -------------------- -------------
Class A HARTFORD LIFE INSURANCE COMPANY 1,768,523.9680 17.04%
SEPARATE ACCOUNTS 401K BUSINESS
PO BOX 2999
HARTFORD CT 06104-2999
Class A EDWARD D JONES & CO 1,581,944.8680 15.24%
ATTN: MUTUAL FUND SHAREHOLDER
ACCOUNTING
201 PROGRESS PKWY
MARYLAND HTS MO 63043-3009
Class B EDWARD D JONES & CO 158,772.7020 5.48%
ATTN: MUTUAL FUND SHAREHOLDER
ACCOUNTING
201 PROGRESS PKWY
MARYLAND HTS MO 63043-3009
Class C MLPF&S FOR THE SOLE BENEFIT OF 478,129.5960 10.69%
ITS CUSTOMERS
ATTN FUND ADMINISTRATION
4800 DEER LAKE DR E FL 3
JACKSONVILLE FL 32246-6484
Class I PERSHING LLC 3,130.6120 78.44%
PO BOX 2052
JERSEY CITY NJ 07303-2052
Class I HARTFORD LIFE INSURANCE COMPANY 826.7910 20.72%
ATTN: MARK STROGOFF
PO BOX 2999
HARTFORD CT 06104-2999
Class R3 HARTFORD LIFE INSURANCE COMPANY 755.2870 100.00%
ATTN: MARK STROGOFF
PO BOX 2999
HARTFORD CT 06104-2999
Class R4 HARTFORD LIFE INSURANCE COMPANY 755.2870 100.00%
ATTN: MARK STROGOFF
PO BOX 2999
HARTFORD CT 06104-2999
</Table>
34
<Table>
<Caption>
CLASS OF NAME AND ADDRESS OF BENEFICIAL AMOUNT AND NATURE OF PERCENTAGE OF
SHARES OWNER* BENEFICIAL OWNERSHIP CLASS OWNED
- -------- -------------------------------- -------------------- -------------
Class R5 HARTFORD LIFE INSURANCE COMPANY 755.2870 100.00%
ATTN: MARK STROGOFF
PO BOX 2999
HARTFORD CT 06104-2999
</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.
THE HARTFORD GROWTH ALLOCATION FUND
<Table>
<Caption>
CLASS OF NAME AND ADDRESS OF BENEFICIAL AMOUNT AND NATURE OF PERCENTAGE OF
SHARES OWNER* BENEFICIAL OWNERSHIP CLASS OWNED
- -------- -------------------------------- -------------------- -------------
Class A EDWARD D JONES & CO 7,861,715.3170 23.72%
ATTN: MUTUAL FUND SHAREHOLDER
ACCOUNTING
201 PROGRESS PKWY
MARYLAND HTS MO 63043-3009
Class A HARTFORD LIFE INSURANCE COMPANY 2,567,533.3160 7.75%
SEPARATE ACCOUNTS 401K BUSINESS
PO BOX 2999
HARTFORD CT 06104-2999
Class B EDWARD D JONES & CO 739,856.0000 7.75%
ATTN: MUTUAL FUND SHAREHOLDER
ACCOUNTING
201 PROGRESS PKWY
MARYLAND HTS MO 63043-3009
Class C MLPF&S FOR THE SOLE BENEFIT OF 1,544,140.3880 10.12%
ITS CUSTOMERS
ATTN FUND ADMINISTRATION
4800 DEER LAKE DR E FL 3
JACKSONVILLE FL 32246-6484
Class C CITIGROUP GLOBAL MARKETS, INC. 852,363.0620 5.58%
ATTN: PETER BOOTH 7TH FLOOR
333 W 34TH ST
NEW YORK NY 10001-2402
Class I NFS LLC FEBO 15,915.6270 35.45%
NORMAN W HINTON
CARMEN HINTON
10735 SW 58TH AVE
MIAMI FL 33156-4113
Class I NFS LLC FEBO 15,187.8500 33.83%
NFS/FMTC R/O IRA
FBO JULIO D TORRES
7803 LOS PINOS CIR
CORAL GABLES FL 33143-6481
</Table>
35
<Table>
<Caption>
CLASS OF NAME AND ADDRESS OF BENEFICIAL AMOUNT AND NATURE OF PERCENTAGE OF
SHARES OWNER* BENEFICIAL OWNERSHIP CLASS OWNED
- -------- -------------------------------- -------------------- -------------
Class I NFS LLC FEBO 8,320.1270 18.53%
ANTONIO E FRIGULS
MARIA A FRIGULS
1131 MANATI AVE
CORAL GABLES FL 33146-3232
Class I PERSHING LLC 2,407.7050 5.36%
PO BOX 2052
JERSEY CITY NJ 07303-2052
Class I LPL FINANCIAL SERVICES 2,340.0940 5.21%
9785 TOWNE CENTRE DR
SAN DIEGO CA 92121-1968
Class R3 HARTFORD LIFE INSURANCE COMPANY 794.2810 100.00%
ATTN: MARK STROGOFF
PO BOX 2999
HARTFORD CT 06104-2999
Class R4 HARTFORD LIFE INSURANCE COMPANY 794.2810 100.00%
ATTN: MARK STROGOFF
PO BOX 2999
HARTFORD CT 06104-2999
Class R5 HARTFORD LIFE INSURANCE COMPANY 794.2810 100.00%
ATTN: MARK STROGOFF
PO BOX 2999
HARTFORD CT 06104-2999
</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.
THE HARTFORD BALANCED ALLOCATION FUND
<Table>
<Caption>
CLASS OF NAME AND ADDRESS OF BENEFICIAL AMOUNT AND NATURE OF PERCENTAGE OF
SHARES OWNER* BENEFICIAL OWNERSHIP CLASS OWNED
- -------- -------------------------------- -------------------- -------------
Class A EDWARD D JONES & CO 14,415,993.1880 33.67%
ATTN: MUTUAL FUND SHAREHOLDER
ACCOUNTING
201 PROGRESS PKWY
MARYLAND HTS MO 63043-3009
Class A HARTFORD LIFE INSURANCE COMPANY 3,443,520.5680 8.04%
SEPARATE ACCOUNTS 401K BUSINESS
BOX 2999
HARTFORD CT 06104-2999
Class B EDWARD D JONES & CO 1,204,233.4280 12.16%
ATTN: MUTUAL FUND SHAREHOLDER
ACCOUNTING
201 PROGRESS PKWY
MARYLAND HTS MO 63043-3009
</Table>
36
<Table>
<Caption>
CLASS OF NAME AND ADDRESS OF BENEFICIAL AMOUNT AND NATURE OF PERCENTAGE OF
SHARES OWNER* BENEFICIAL OWNERSHIP CLASS OWNED
- -------- -------------------------------- -------------------- -------------
Class C MLPF&S FOR THE SOLE BENEFIT OF 1,490,516.9290 8.98%
ITS
CUSTOMERS
ATTN FUND ADMINISTRATION
4800 DEER LAKE DR E FL 3
JACKSONVILLE FL 32246-6484
Class I NFS LLC FEBO 27,250.1900 39.48%
NFS/FMTC R/O IRA
FBO NILS G JOHANSSON
PO BOX 680370
MARIETTA GA 30068-0007
Class I NFS LLC FEBO 25,407.8570 36.81%
LAURA R SANCHEZ
5101 N KENDALL DR
MIAMI FL 33156-2234
Class I NFS LLC FEBO 8,655.7400 12.54%
ANTONIO E FRIGULS
MARIA A FRIGULS
1131 MANATI AVE
CORAL GABLES FL 33146-3232
Class I LPL FINANCIAL SERVICES 5,420.7480 7.85%
9785 TOWNE CENTRE DR
SAN DIEGO CA 92121-1968
Class R3 HARTFORD LIFE INSURANCE COMPANY 843.1380 100.00%
ATTN: MARK STROGOFF
PO BOX 2999
HARTFORD CT 06104-2999
Class R4 HARTFORD LIFE INSURANCE COMPANY 843.7570 100.00%
ATTN: MARK STROGOFF
PO BOX 2999
HARTFORD CT 06104-2999
Class R5 HARTFORD LIFE INSURANCE COMPANY 844.3970 100.00%
ATTN: MARK STROGOFF
PO BOX 2999
HARTFORD CT 06104-2999
</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.
37
THE HARTFORD CONSERVATIVE ALLOCATION FUND
<Table>
<Caption>
CLASS OF NAME AND ADDRESS OF BENEFICIAL AMOUNT AND NATURE OF PERCENTAGE OF
SHARES OWNER* BENEFICIAL OWNERSHIP CLASS OWNED
- -------- -------------------------------- -------------------- -------------
Class A EDWARD D JONES & CO 2,742,780.0360 29.13%
ATTN: MUTUAL FUND SHAREHOLDER
ACCOUNTING
201 PROGRESS PKWY
MARYLAND HTS MO 63043-3009
Class A HARTFORD LIFE INSURANCE COMPANY 1,088,383.9240 11.56%
SEPARATE ACCOUNTS 401K BUSINESS
PO BOX 2999
HARTFORD CT 06104-2999
Class B EDWARD D JONES & CO 187,114.3780 9.23%
ATTN: MUTUAL FUND SHAREHOLDER
ACCOUNTING
201 PROGRESS PKWY
MARYLAND HTS MO 63043-3009
Class C MLPF&S FOR THE SOLE BENEFIT OF 343,581.3990 9.79%
ITS
CUSTOMERS
ATTN FUND ADMINISTRATION
4800 DEER LAKE DR E FL 3
JACKSONVILLE FL 32246-6484
Class I NFS LLC FEBO 305,388.4330 97.10%
DAVID ROUEN TTEE
TSAILE INC PSP
PO BOX 1827
CAROLINA BCH NC 28428-1827
Class R3 HARTFORD LIFE INSURANCE COMPANY 917.4560 100.00%
ATTN: MARK STROGOFF
PO BOX 2999
HARTFORD CT 06104-2999
Class R4 HARTFORD LIFE INSURANCE COMPANY 918.1530 100.00%
ATTN: MARK STROGOFF
PO BOX 2999
HARTFORD CT 06104-2999
Class R5 HARTFORD LIFE INSURANCE COMPANY 918.8280 100.00%
ATTN: MARK STROGOFF
PO BOX 2999
HARTFORD CT 06104-2999
</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.
38
THE HARTFORD INCOME ALLOCATION FUND
<Table>
<Caption>
CLASS OF NAME AND ADDRESS OF BENEFICIAL AMOUNT AND NATURE OF PERCENTAGE OF
SHARES OWNER* BENEFICIAL OWNERSHIP CLASS OWNED
- -------- -------------------------------- -------------------- -------------
Class A EDWARD D JONES & CO 1,639,869.5030 51.00%
ATTN: MUTUAL FUND SHAREHOLDER
ACCOUNTING
201 PROGRESS PKWY
MARYLAND HTS MO 63043-3009
Class A HARTFORD LIFE INSURANCE COMPANY 358,812.6030 11.16%
SEPARATE ACCOUNTS 401K BUSINESS
PO BOX 2999
HARTFORD CT 06104-2999
Class B EDWARD D JONES & CO 133,970.4270 24.90%
ATTN: MUTUAL FUND SHAREHOLDER
ACCOUNTING
201 PROGRESS PKWY
MARYLAND HTS MO 63043-3009
Class B EDWARD D JONES & CO 84,560.9540 11.01%
ATTN: MUTUAL FUND SHAREHOLDER
ACCOUNTING
201 PROGRESS PKWY
MARYLAND HTS MO 63043-3009
Class B MLPF&S FOR THE SOLE BENEFIT OF 49,717.2610 6.47%
ITS
CUSTOMERS
ATTN FUND ADMINISTRATION
4800 DEER LAKE DR E FL 3
JACKSONVILLE FL 32246-6484
Class I NFS LLC FEBO 5,454.5450 13.78%
LOIS A TOPPING
1403 WESTBY CT
MCLEAN VA 22101-2726
Class I LPL FINANCIAL SERVICES 5,098.3720 12.88%
9785 TOWNE CENTRE DR
SAN DIEGO CA 92121-1968
Class I NFS LLC FEBO 5,060.7290 12.79%
CHARLES V CICCONE TTEE
CHARLES V CICCONE LIV TR
1808 OLD MEADOW RD
APT 1114
MCLEAN VA 22102-1832
Class I LPL FINANCIAL SERVICES 3,156.6950 7.98%
9785 TOWNE CENTRE DR
SAN DIEGO CA 92121-1968
Class I LPL FINANCIAL SERVICES 2,547.8990 6.44%
9785 TOWNE CENTRE DR
SAN DIEGO CA 92121-1968
Class I LPL FINANCIAL SERVICES 2,547.8990 6.44%
9785 TOWNE CENTRE DR
SAN DIEGO CA 92121-1968
Class I LPL FINANCIAL SERVICES 2,506.6180 6.33%
9785 TOWNE CENTRE DR
SAN DIEGO CA 92121-1968
</Table>
39
<Table>
<Caption>
CLASS OF NAME AND ADDRESS OF BENEFICIAL AMOUNT AND NATURE OF PERCENTAGE OF
SHARES OWNER* BENEFICIAL OWNERSHIP CLASS OWNED
- -------- -------------------------------- -------------------- -------------
Class I LPL FINANCIAL SERVICES 2,036.2650 5.14%
9785 TOWNE CENTRE DR
SAN DIEGO CA 92121-1968
Class I LPL FINANCIAL SERVICES 2,030.7470 5.13%
9785 TOWNE CENTRE DR
SAN DIEGO CA 92121-1968
Class R3 HARTFORD LIFE INSURANCE COMPANY 1,017.4910 100.00%
ATTN: MARK STROGOFF
PO BOX 2999
HARTFORD CT 06104-2999
Class R4 HARTFORD LIFE INSURANCE COMPANY 1,018.2570 100.00%
ATTN: MARK STROGOFF
PO BOX 2999
HARTFORD CT 06104-2999
Class R5 HARTFORD LIFE INSURANCE COMPANY 1,019.0220 100.00%
ATTN: MARK STROGOFF
PO BOX 2999
HARTFORD CT 06104-2999
</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.
40
[FORM OF PROXY CARD]
PROXY THE HARTFORD MUTUAL FUNDS, INC. PROXY
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 26, 2007
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE HARTFORD
MUTUAL FUNDS, INC. 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 Mutual
Funds, Inc. (the "Funds") held by the undersigned on April 9, 2007, 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 June 26, 2007 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 superseding proxy.
VOTE VIA THE INTERNET: HTTPS://VOTE.PROXY-DIRECT.COM
VOTE VIA THE TELEPHONE: 1-866-241-6192
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 signing for a partnership, please sign in
partnership name by authorized person.
----------------------------------------------------
Signature
----------------------------------------------------
Signature (Joint Owners)
----------------------------------------------------
Date HGF_17615
FUNDS FUNDS FUNDS
BALANCED ALLOCATION CONSERVATIVE ALLOCATION EQUITY GROWTH ALLOCATION
GROWTH ALLOCATION INCOME ALLOCATION
VOTING OPTIONS
READ YOUR PROXY STATEMENT AND HAVE IT AT HAND WHEN VOTING.
(COMPUTER GRAPHIC) (TELEPHONE GRAPHIC) (LETTER GRAPHIC) (PERSON GRAPHIC)
VOTE ON THE INTERNET VOTE BY PHONE VOTE BY MAIL VOTE IN PERSON
LOG ON TO: CALL 1-866-241-6192 VOTE, SIGN AND DATE THIS PROXY ATTEND SHAREHOLDER MEETING
HTTPS://VOTE.PROXY-DIRECT.COM FOLLOW THE RECORDED CARD AND RETURN IN THE 200 HOPMEADOW STREET
FOLLOW THE ON-SCREEN INSTRUCTIONS INSTRUCTIONS POSTAGE-PAID ENVELOPE SIMSBURY, CT
AVAILABLE 24 HOURS AVAILABLE 24 HOURS ON JUNE 26, 2007
IF YOU VOTE ON THE INTERNET OR BY TELEPHONE, YOU NEED NOT RETURN THIS PROXY CARD.
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 MARK BOXES BELOW IN BLUE OR BLACK INK AS FOLLOWS. EXAMPLE: [X]
[ ] To vote as the Board Recommends for ALL Funds on ALL Proposals mark this
box. No other vote is necessary.
1. TO APPROVE A SUB-ADVISORY AGREEMENT BETWEEN HARTFORD INVESTMENT FINANCIAL
SERVICES, LLC ("HIFSCO"), THE INVESTMENT MANAGER OF THE HARTFORD EQUITY
GROWTH ALLOCATION FUND (FORMERLY THE HARTFORD AGGRESSIVE GROWTH ALLOCATION
FUND), AND HARTFORD INVESTMENT MANAGEMENT COMPANY, AN AFFILIATE OF HIFSCO,
PURSUANT TO WHICH HARTFORD INVESTMENT MANAGEMENT COMPANY WILL SERVE AS THE
SUB-ADVISER TO THE HARTFORD EQUITY GROWTH ALLOCATION FUND AND MANAGE SUCH
FUND'S ASSETS.
FOR AGAINST ABSTAIN
Equity Growth Allocation [ ] [ ] [ ]
2. TO APPROVE A SUB-ADVISORY AGREEMENT BETWEEN HARTFORD INVESTMENT FINANCIAL
SERVICES, LLC ("HIFSCO"), THE INVESTMENT MANAGER OF THE HARTFORD GROWTH
ALLOCATION FUND, AND HARTFORD INVESTMENT MANAGEMENT COMPANY, AN AFFILIATE
OF HIFSCO, PURSUANT TO WHICH HARTFORD INVESTMENT MANAGEMENT COMPANY, WILL
SERVE AS THE SUB-ADVISER TO THE HARTFORD GROWTH ALLOCATION FUND AND MANAGE
SUCH FUND'S ASSETS.
FOR AGAINST ABSTAIN
Growth Allocation [ ] [ ] [ ]
3. TO APPROVE A SUB-ADVISORY AGREEMENT BETWEEN HARTFORD INVESTMENT FINANCIAL
SERVICES, LLC ("HIFSCO"), THE INVESTMENT MANAGER OF THE HARTFORD BALANCED
ALLOCATION FUND, AND HARTFORD INVESTMENT MANAGEMENT COMPANY, AN AFFILIATE
OF HIFSCO, PURSUANT TO WHICH HARTFORD INVESTMENT MANAGEMENT COMPANY WILL
SERVE AS THE SUB-ADVISER TO THE HARTFORD BALANCED ALLOCATION FUND AND
MANAGE SUCH FUND'S ASSETS.
FOR AGAINST ABSTAIN
Balanced Allocation [ ] [ ] [ ]
4. TO APPROVE A SUB-ADVISORY AGREEMENT BETWEEN HARTFORD INVESTMENT FINANCIAL
SERVICES, LLC ("HIFSCO"), THE INVESTMENT MANAGER OF THE HARTFORD
CONSERVATIVE ALLOCATION FUND, AND HARTFORD INVESTMENT MANAGEMENT COMPANY,
AN AFFILIATE OF HIFSCO, PURSUANT TO WHICH HARTFORD INVESTMENT MANAGEMENT
COMPANY WILL SERVE AS THE SUB-ADVISER TO THE HARTFORD CONSERVATIVE
ALLOCATION FUND AND MANAGE SUCH FUND'S ASSETS.
FOR AGAINST ABSTAIN
Conservative Allocation [ ] [ ] [ ]
5. TO APPROVE A SUB-ADVISORY AGREEMENT BETWEEN HARTFORD INVESTMENT FINANCIAL
SERVICES, LLC ("HIFSCO"), THE INVESTMENT MANAGER OF THE HARTFORD INCOME
ALLOCATION FUND, AND HARTFORD INVESTMENT MANAGEMENT COMPANY, AN AFFILIATE
OF HIFSCO, PURSUANT TO WHICH HARTFORD INVESTMENT MANAGEMENT COMPANY WILL
SERVE AS THE SUB-ADVISER TO THE HARTFORD INCOME ALLOCATION FUND AND MANAGE
SUCH FUND'S ASSETS.
FOR AGAINST ABSTAIN
Income Allocation [ ] [ ] [ ]
6. TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING, OR
ANY ADJOURNMENT(S) OR POSTPONEMENT(S) THEREOF.