SCHEDULE 14A INFORMATION
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 Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Morgan Stanley Select Dimensions Investment Series
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) filing Proxy Statement, if other than 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)(1) 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):
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
MORGAN STANLEY SELECT DIMENSIONS INVESTMENT SERIES
EMERGING MARKETS PORTFOLIO
NORTH AMERICAN GOVERNMENT SECURITIES PORTFOLIO
c/o Morgan Stanley Trust
Harborside Financial Center, Plaza Two, Jersey City, NJ 07311
Toll Free (800) 869-NEWS
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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
AUGUST 20, 2002
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Notice is hereby given that a Special Meeting of Shareholders of the
Emerging Markets Portfolio and the North American Government Securities
Portfolio (each a "Portfolio") of MORGAN STANLEY SELECT DIMENSIONS INVESTMENT
SERIES (the "Fund"), will be held at Harborside Financial Center, Plaza Two,
Jersey City, NJ on Tuesday, August 20, 2002, (the "Meeting") at 10:00 a.m.,
Eastern Time, for the following purposes:
1. For each Portfolio, to approve or disapprove a Plan of Liquidation
and Dissolution pursuant to which the Portfolio's assets will be
liquidated, known liabilities satisfied and remaining proceeds distributed
to Shareholders; and
2. To consider and act upon any other matters which may properly come
before the Meeting or any adjournments thereof.
Shareholders of record of each Portfolio at the close of business on June
4, 2002 are entitled to notice of, and to vote, at the Meeting. If you cannot
be present in person, your management would greatly appreciate your filling in,
signing and returning the enclosed proxy promptly in the envelope provided for
that purpose.
In the event that the necessary quorum to transact business or the vote
required to approve or reject any proposal is not obtained at the Meeting with
respect to either of the Portfolios, the persons named as proxies may propose
one or more adjournments of the Meeting to permit further solicitation of
proxies. Any such adjournment will require the affirmative vote of the holders
of a majority of the concerned Portfolio's shares present in person or by proxy
at the Meeting. The persons named as proxies will vote in favor of such
adjournment those proxies they are entitled to vote in favor of the Proposal
and will vote against any such adjournment those proxies to be voted against
the Proposal.
By order of the Board of Trustees,
BARRY FINK
Secretary
July 5, 2002
IMPORTANT
YOU CAN HELP AVOID THE NECESSITY AND EXPENSE OF SENDING FOLLOW-UP LETTERS TO
ENSURE A QUORUM BY PROMPTLY RETURNING THE ENCLOSED PROXY. IF YOU ARE UNABLE TO
BE PRESENT IN PERSON, PLEASE FILL IN, SIGN AND RETURN THE ENCLOSED PROXY IN
ORDER THAT THE NECESSARY QUORUM MAY BE REPRESENTED AT THE MEETING. THE ENCLOSED
ENVELOPE REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
THE BOARD OF TRUSTEES OF THE FUND RECOMMENDS THAT YOU CAST YOUR VOTE FOR
APPROVAL OF THE PLAN OF LIQUIDATION AND DISSOLUTION PURSUANT TO WHICH EACH
PORTFOLIO'S ASSETS WILL BE LIQUIDATED, KNOWN LIABILITIES SATISFIED AND REMAINING
PROCEEDS DISTRIBUTED TO SHAREHOLDERS.
YOUR VOTE IS IMPORTANT
MORGAN STANLEY SELECT DIMENSIONS INVESTMENT SERIES
EMERGING MARKETS PORTFOLIO
NORTH AMERICAN GOVERNMENT SECURITIES PORTFOLIO
C/O MORGAN STANLEY TRUST
HARBORSIDE FINANCIAL CENTER, PLAZA TWO, JERSEY CITY, NJ 07311
TOLL FREE (800) 869-NEWS
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PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
AUGUST 20, 2002
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This statement is furnished in connection with the solicitation of proxies
by the Board of Trustees (the "Trustees") of Morgan Stanley Select Dimensions
Investment Series (the "Fund") for use at the Special Meeting of Shareholders
of the Emerging Markets Portfolio and the North American Government Securities
Portfolio of the Fund (each a "Portfolio" and collectively, the "Portfolios")
to be held on August 20, 2002, and at any adjornments thereof (the "Meeting")
for the purposes set forth in the accompanying Notice of Special Meeting of
Shareholders (the "Notice of Special Meeting"). The first mailing of this Proxy
Statement is expected to be made on or about July 8, 2002.
If the enclosed form of proxy is properly executed and returned in time to
be voted at the Meeting, the proxies named therein will vote the shares
represented by the proxy in accordance with the instructions marked thereon.
Unmarked proxies will be voted in favor of the Proposal for which they are
entitled to vote, as set forth in the attached Notice of Special Meeting. A
proxy may be revoked at any time prior to its exercise by any of the following:
written notice of revocation to the Secretary of the Fund, execution and
delivery of a later dated proxy to the Secretary of the Fund (if returned and
received in time to be voted), or attendance and voting at the Meeting.
Attendance at the Meeting will not in and of itself revoke a proxy.
The holders of shares ("Shareholders") of the Emerging Markets Portfolio
and the North American Government Securities Portfolio as of the close of
business on June 4, 2002, the record date for the determination of Shareholders
entitled to notice of and to vote at the Meeting (the "Record Date"), are
entitled to one vote for each share held and a fractional vote for a fractional
share. As of June 4, 2002, the Record Date, the Emerging Markets Portfolio had
975,681.926 shares outstanding, and the North American Government Securities
Portfolio had 536,964.564 shares outstanding.
The shares of the Fund are currently sold only to (1) Hartford Life
Insurance Company for allocation to certain of its separate accounts
established to fund the benefits under certain flexible premium deferred
variable annuity contracts and certain flexible premium variable life insurance
policies it issues, and to (2) Hartford Life and Annuity Insurance Company for
allocation to certain of its separate accounts established to fund the benefits
under certain flexible premium deferred variable annuity contracts and certain
flexible premium variable life insurance policies it issues. Such separate
accounts are sometimes referred to individually as an "Account" and
collectively as the "Accounts." The variable annuity contracts issued by
Hartford Life Insurance Company and Hartford Life and Annuity Insurance Company
are sometimes referred to as the "Variable Annuity Contracts." The variable
life insurance policies issued by Hartford Life Insurance Company and Hartford
Life and Annuity Insurance Company are sometimes referred to as the "Variable
Life Policies." The Variable Annuity Contracts and the Variable Life Policies
are sometimes referred to as the "Contracts."
2
The address of Hartford Life Insurance Company and Hartford Life and
Annuity Insurance Company is 200 Hopmeadow Street, Simsbury, CT 06089. The
table below sets forth the ownership of the shares of the Emerging Markets
Portfolio and the North American Government Securities Portfolio on the Record
Date. The percentage ownership of shares of the Portfolios changes from time to
time depending on purchases and redemptions by Shareholders and the total
number of shares outstanding.
EMERGING MARKETS PORTFOLIO
PERCENTAGE OF
SHAREHOLDER NUMBER OF SHARES OUTSTANDING SHARES
- ----------------------------------------------------- ------------------ -------------------
Hartford Life Insurance Company ..................... 82,613.965 8.47%
Hartford Life and Annuity Insurance Company ......... 893,067.961 91.53%
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Total 100.00%
NORTH AMERICAN GOVERNMENT SECURITIES PORTFOLIO
PERCENTAGE OF
SHAREHOLDER NUMBER OF SHARES OUTSTANDING SHARES
- ----------------------------------------------------- ------------------ -------------------
Hartford Life Insurance Company ..................... 58,581.156 10.91%
Hartford Life and Annuity Insurance Company ......... 478,383.408 89.09%
------
Total 100.00%
PROXIES
In accordance with their view of currently applicable law, Hartford Life
Insurance Company and Hartford Life and Annuity Insurance Company will vote the
shares of each of the Portfolios held in the applicable Account based on
instructions received from the owners of Contracts having the voting interest
in the corresponding sub-accounts of the Account. In connection with the
solicitation of such instructions from such contractholders, it is understood
and expected that Hartford Life Insurance Company and Hartford Life and Annuity
Insurance Company will furnish a copy of this Proxy Statement to
contractholders and that Hartford Life Insurance Company and Hartford Life and
Annuity Insurance Company will furnish to contractholders one or more
instruction cards by which the contractholders may provide their instructions
to Hartford Life Insurance Company and Hartford Life and Annuity Insurance
Company. Shares for which no instructions are received in time to be voted will
be voted by Hartford Life Insurance Company and Hartford Life and Annuity
Insurance Company in the same proportion as shares for which instructions have
been received in time to be voted.
All costs of the Meeting, including, but not limited to, the preparation
and mailing of proxy materials and the solicitation of proxies, will be borne
by the Investment Manager. The solicitation of proxies will be by mail, which
may be supplemented by solicitation by telephone or otherwise through Trustees
and officers of the Fund and officers and regular employees of certain
affiliates of the Fund, including Morgan Stanley Services, Morgan Stanley DW
Inc. and Morgan Stanley Trust, without special compensation
(1) APPROVAL OR DISAPPROVAL OF A PLAN OF LIQUIDATION AND DISSOLUTION PURSUANT
TO WHICH EACH PORTFOLIO'S ASSETS WILL BE LIQUIDATED, KNOWN LIABILITIES
SATISFIED AND REMAINING PROCEEDS DISTRIBUTED TO SHAREHOLDERS.
3
BACKGROUND
The Fund commenced operations on June 2, 1994 and since that date through
December 31, 2001, the Emerging Markets Portfolio's net assets have grown to
only $10.5 million and the North American Government Income Securities
Portfolio's net assets have grown to only $5.9 million. The anticipated growth
of the Portfolios' assets through increased sales of shares has not been
achieved.
The Investment Manager believes it is unlikely that the Portfolios will
experience material growth in assets in the foreseeable future. Because of the
inefficiencies, higher costs and disadvantageous economies of scale attendant
with each Portfolio's small asset base, the Investment Manager has concluded
that it would be in the best interests of the Portfolios and their respective
Shareholders to liquidate the Portfolios and has recommended that this course
of action be considered by the Portfolios' Board of Trustees.
At a meeting on April 25, 2002, the Board of Trustees considered whether
it would be appropriate and in the best interests of each Portfolio and its
Shareholders to liquidate each Portfolio and, after careful consideration of
the matter, the Board approved the liquidation and termination of each
Portfolio pursuant to the terms of a Plan of Liquidation and Dissolution (each
a "Plan" and collectively, the "Plans"), a copy of which is attached as Exhibit
A. The Board also directed that the Plans be submitted to Shareholders for
approval. In evaluating the Plans, the Trustees considered a number of factors,
including the amount of each Portfolio's total assets, each Portfolio's expense
ratio and the likelihood that additional sales of the Portfolios' shares could
increase the assets to a more viable level. Based on consideration of the
foregoing and all other factors deemed relevant by it, the Board of Trustees
determined that approval of the Plans was in the best interests of the
Portfolios and their Shareholders.
If Shareholders of each Portfolio fail to approve their respective Plan,
the concerned Portfolio will not be liquidated and will continue to operate and
be managed in accordance with the investment objective and policies of the
Portfolio as currently in effect. However, in such case, the Trustees would
determine what alternative action, if any, should be taken.
DESCRIPTION OF THE PLAN
Each Plan will become effective on the date of its approval by
Shareholders (the "Effective Date"). Following Shareholder approval, each
Portfolio will, as soon as reasonable and practicable after the Effective Date,
complete the sale of the portfolio securities it holds in order to convert its
assets to cash and will not engage in any business activity except for the
purpose of winding up its business and affairs, preserving the value of its
assets and distributing assets to Shareholders after the payment to (or
reservation of assets for payment to) all creditors of the Portfolio. After the
distribution of assets to Shareholders, each Portfolio will be dissolved in
accordance with the Plan and Massachusetts law. Each Plan provides that the
Trustees may authorize such variations from, or amendments to, the provisions
of the Plan as may be necessary or appropriate to effect the dissolution,
complete liquidation and termination of the existence of the concerned
Portfolio in accordance with the purposes intended to be accomplished by the
Plan.
As soon as practicable after the Effective Date, and in any event within
60 days thereafter, the Portfolio will mail to each Shareholder of record who
has not redeemed its shares a liquidating distribution equal to the
Shareholder's proportionate interest in the remaining assets of the Portfolio
and information concerning the sources of the liquidating distribution.
Except as may be otherwise agreed to between each Portfolio and the
Investment Manager, all expenses incurred by or allocable to the concerned
Portfolio in carrying out the Plan and dissolving the Portfolio, shall be borne
by the Investment Manager.
4
The adoption of the Plan will not affect the right of Shareholders to
redeem shares of the Portfolio at their then current net asset value per share.
All officers of each Portfolio, as well as all entities serving the Portfolios,
will continue in their present positions and capacities until such time as the
Portfolios are liquidated and dissolved.
Each Plan provides for the termination of each Portfolio under the laws of
the Commonwealth of Massachusetts. Each Portfolio intends to file an
appropriate notice of termination with the Office of the Secretary of State of
Massachusetts. Such notice will state that the Board of Trustees approved the
termination of the concerned Portfolio pursuant to the Plan and will specify
the exact date of termination. Massachusetts law does not provide rights of
appraisal or similar rights of dissent to Shareholders with respect to the
proposed liquidation and termination.
THE TRUSTEES OF THE FUND RECOMMEND THAT THE SHAREHOLDERS OF EACH PORTFOLIO
APPROVE THE PLAN OF LIQUIDATION AND DISSOLUTION TO TERMINATE THEIR RESPECTIVE
PORTFOLIO.
REQUIRED VOTE
Approval of the Plan is to be determined by the vote of a majority of the
outstanding shares of the Portfolio which means an affirmative vote of the
lesser of (1) a majority of the outstanding shares of the Portfolio, or (2) 67%
or more of the shares of the Portfolio represented at the Meeting if more than
50% of the outstanding shares of the Portfolio are present or represented by
proxy.
SHAREHOLDER PROPOSALS
The Portfolios do not hold regular Shareholders' meetings. Proposals of
Shareholders of the Portfolios intended to be presented at the next meeting of
Shareholders must be received a reasonable time prior to the mailing of the
proxy materials sent in connection with the meeting, for inclusion in the proxy
statement for that meeting.
REPORTS TO SHAREHOLDERS
The Fund's most recent Annual Report for the Fund's most recent fiscal
year has been sent previously to Shareholders and is available without charge
upon request by calling (800) 869-NEWS.
OTHER BUSINESS
The management of the Fund knows of no other matters which may be
presented at the Meeting. However, if any matters not now known properly come
before the Meeting, it is the intention of the persons named in the enclosed
form of proxy to vote all shares that they are entitled to vote on any such
matter, utilizing such proxy in accordance with their best judgment on such
matters.
By order of the Board of Trustees,
BARRY FINK
Secretary
5
EXHIBIT A
PLAN OF LIQUIDATION AND DISSOLUTION
The following Plan of Liquidation and Dissolution (the "Plan") of the
[Emerging Markets Portfolio][North American Government Securities Portfolio]
(the "Portfolio"), a series of Morgan Stanley Select Dimensions Investment
Series, (the "Fund"), a trust organized and existing under the laws of the
Commonwealth of Massachusetts, which has operated as an open-end diversified
management investment company registered under the Investment Company Act of
1940 , as amended (the "Investment Company Act"), is intended to accomplish the
complete liquidation and dissolution of the Portfolio in conformity with the
provisions of the Fund's Declaration of Trust dated June 2, 1994, as amended
(the "Declaration"), and under Massachusetts law.
WHEREAS, the Fund's Board of Trustees (the "Board") has deemed that it is
advisable and in the best interests of the Portfolio and its Shareholders to
liquidate and to dissolve the Portfolio, and the Board, on April 25, 2002,
considered the matter and determined to recommend the termination of the
Portfolio pursuant to this Plan;
NOW, THEREFORE, the liquidation and dissolution of the Portfolio shall be
carried out in the manner hereinafter set forth:
1. Effective Date of Plan. This Plan shall be and become effective only
upon the adoption and approval of the Plan at a meeting of Shareholders
of the Portfolio ("Meeting") called for the purpose of voting upon the
Plan. Approval of the Plan is to be determined by the vote of a majority
of the outstanding shares of the Portfolio which means an affirmative
vote of the lesser of (1) a majority of the outstanding shares of the
Portfolio, or (2) 67% or more of the shares of the Portfolio represented
at the Meeting if more than 50% of the outstanding shares of the
Portfolio are present or represented by proxy. The date of such adoption
and approval of the Plan by Shareholders is hereinafter called the
"Effective Date."
2. Dissolution. As promptly as practicable after the Effective Date,
consistent with the provisions of this Plan, the Portfolio shall be
liquidated and dissolved pursuant to applicable provisions of
Massachusetts law.
3. Cessation of Business. After the Effective Date, the Portfolio shall not
engage in any business activities except for the purpose of winding up
its business and affairs, preserving the value of its assets and
distributing its assets to Shareholders in accordance with the
provisions of this Plan after the payment to (or reservation of assets
for payment to) all creditors of the Portfolio; provided that the
Portfolio shall, prior to the making of the final liquidating
distribution, continue to honor requests for the redemption of shares
and may, as determined to be appropriate by the Board, make payment of
dividends and other distributions to Shareholders and permit the
reinvestment thereof in additional shares.
4. Liquidation of Assets. The Portfolio shall cause the liquidation of its
assets to cash form as is practicable consistent with the terms of the
Plan.
5. Payment of Debts. As soon as practicable after the Effective Date, the
Portfolio shall determine and pay (or reserve sufficient amounts to pay)
the amount of all known or reasonably ascertainable liabilities of the
Portfolio incurred or expected to be incurred prior to the date of the
liquidating distribution provided in Section 6 below.
6. Liquidating Distribution. As soon as practicable after the Effective
Date, and in any event within sixty (60) days thereafter, the Portfolio
will mail the following to each Shareholder of record who has not
redeemed its shares: (i) a liquidating distribution equal to the
Shareholder's proportionate interest in the remaining assets of the
Portfolio (after the payments and creation of the reserves contemplated
by Section 5 above); and (ii) information concerning the sources of the
liquidating distribution.
7. Expenses of Liquidation and Dissolution. Except as may be otherwise
agreed to between the Portfolio and its investment manager, all expenses
incurred by or allocable to the Portfolio in carrying out this Plan and
dissolving the Portfolio, shall be borne by Morgan Stanley Investment
Advisors Inc.
8. Power of the Board of Trustees. The Board and, subject to the general
direction of the Board, the officers of the Portfolio, shall have
authority to do or authorize any and all acts and things as provided for
in this Plan and any and all such further acts and things as they may
consider necessary or desirable to carry out the purposes of this Plan,
including without limitation, the execution and filing of all
certificates, documents, information returns, tax returns, forms, and
other papers which may be necessary or appropriate to implement this
Plan or which may be required by the provisions of the Investment
Company Act, the Securities Act of 1933, as amended, and applicable
Massachusetts law.
The death, resignation or other disability of any Trustee or any officer
of the Portfolio shall not impair the authority of the surviving or
remaining Trustees or officers to exercise any of the powers provided
for in this Plan.
9. Amendment of the Plan. The Board shall have the authority to authorize
such variations from or amendments to the provisions of this Plan (other
than the terms of the liquidating distribution) as may be necessary or
appropriate to effect the dissolution, complete liquidation and
termination of existence of the Portfolio, and the distribution of
assets to Shareholders in accordance with the purposes intended to be
accomplished by this Plan.
VOTING INSTRUCTIONS FOR THE SPECIAL MEETING OF
SHAREHOLDERS OF MORGAN STANLEY SELECT DIMENSIONS INVESTMENT
SERIES -- EMERGING MARKETS PORTFOLIO
TO BE HELD ON AUGUST 20, 2002
INSURANCE COMPANY NAME
This Instruction Card is solicited by the above-referenced insurance company
("Company") from owners of variable annuity contracts and/or variable life
insurance policies issued by the Company who have specified that a portion of
their investment be allocated to this Portfolio of Morgan Stanley Select
Dimensions Investment Series.
The undersigned contract/policy owner hereby instructs that the votes
attributable to the undersigned's interest with respect to the above-referenced
Portfolio be cast as directed on the reverse side at the Special Meeting of
Shareholders of Morgan Stanley Select Dimensions Investment Series -- Emerging
Markets Portfolio on August 20, 2002 at 9:30 a.m., Eastern time. The
undersigned, by completing this Form, does hereby authorize the Company to
exercise its discretion in voting upon such other business as may properly come
before the Meeting.
THIS INSTRUCTION CARD, WHEN PROPERLY EXECUTED, WILL BE VOTED BY THE COMPANY IN
THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED. IF NO DIRECTION IS MADE, THE
VOTES ATTRIBUTABLE TO THIS INSTRUCTION CARD WILL BE VOTED FOR THE PROPOSAL
LISTED ON THE REVERSE SIDE. INTERESTS IN THE PORTFOLIO FOR WHICH NO
INSTRUCTIONS ARE RECEIVED WILL BE VOTED BY THE COMPANY IN THE SAME PROPORTION
AS VOTES FOR WHICH INSTRUCTIONS ARE RECEIVED FOR THE PORTFOLIO.
Date__________________________, 2002
-------------------------------------
Signature(s) (if held jointly)
NOTE: Please sign exactly as your
name appears on this voting
instructions card. Please mark, sign,
date and mail your voting
instructions card in the enclosed
postage-paid envelope. If joint
owners, each should sign. When
signing as executor, trustee, etc.,
give full title as such.
(Please see reverse side)
VOTING INSTRUCTIONS FOR THE SPECIAL MEETING OF SHAREHOLDERS OF
MORGAN STANLEY SELECT DIMENSIONS INVESTMENT
SERIES -- NORTH AMERICAN GOVERNMENT SECURITIES PORTFOLIO
TO BE HELD ON AUGUST 20, 2002
INSURANCE COMPANY NAME
This Instruction Card is solicited by the above-referenced insurance company
("Company") from owners of variable annuity contracts and/or variable life
insurance policies issued by the Company who have specified that a portion of
their investment be allocated to this Portfolio of Morgan Stanley Select
Dimensions Investment Series.
The undersigned contract/policy owner hereby instructs that the votes
attributable to the undersigned's interest with respect to the above-referenced
Portfolio be cast as directed on the reverse side at the Special Meeting of
Shareholders of Morgan Stanley Select Dimensions Investment Series -- North
American Government Securities Portfolio on August 20, 2002 at 9:30 a.m.,
Eastern time. The undersigned, by completing this Form, does hereby authorize
the Company to exercise its discretion in voting upon such other business as
may properly come before the Meeting.
THIS INSTRUCTION CARD, WHEN PROPERLY EXECUTED, WILL BE VOTED BY THE COMPANY IN
THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED. IF NO DIRECTION IS MADE, THE
VOTES ATTRIBUTABLE TO THIS INSTRUCTION CARD WILL BE VOTED FOR THE PROPOSAL
LISTED ON THE REVERSE SIDE. INTERESTS IN THE PORTFOLIO FOR WHICH NO
INSTRUCTIONS ARE RECEIVED WILL BE VOTED BY THE COMPANY IN THE SAME PROPORTION
AS VOTES FOR WHICH INSTRUCTIONS ARE RECEIVED FOR THE PORTFOLIO.
NOTE: Please sign exactly as your
name appears on this voting
instructions card. Please mark, sign,
date and mail your voting
instructions card in the enclosed
postage paid envelope. If joint
owners, each should sign. When
signing as executor, trustee, etc.,
give full title as such.
-------------------------------------
Signature(s) (if held jointly)
Date __________________________, 2002
(Please see reverse side)
THE TRUSTEES RECOMMEND THAT SHAREHOLDERS VOTE FOR THE
FOLLOWING PROPOSAL.
PLEASE FILL IN BOX AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL.
PLEASE DO NOT USE FINE POINT PENS.
1. Approval of a Plan of Liquidation and Dissolution pursuant to which the
Portfolio's assets will be liquidated, known liabilities satisfied and
remaining proceeds distributed to Shareholders.
FOR_______ AGAINST_______ ABSTAIN
SIGN THE VOTING INSTRUCTIONS CARD ON THE REVERSE SIDE AND RETURN
AS SOON AS POSSIBLE IN THE ENCLOSED ENVELOPE.
July 8, 2002
[GRAPHIC OMITTED]
Dear Hartford Variable Annuity and/or Life Contract Owner:
On behalf of The Hartford and Morgan Stanley, I would like to take this
opportunity to inform you of the proposed closing of the Emerging Markets
portfolio (The "Emerging Markets Portfolio") of the Morgan Stanley Select
Dimensions Investment Series and to request your voting instructions on this
matter. As the owner of a variable annuity contract and/or variable life
insurance contract issued by Hartford Life Insurance Company or Hartford Life
and Annuity Insurance Company who has invested in the Emerging Markets
Portfolio sub-account, you are entitled to provide us with your voting
instructions.
The Board of Trustees of the Morgan Stanley Select Dimensions Investment
Series has recommended the liquidation of the Emerging Markets Portfolio. The
Emerging Markets Portfolio is a relatively small investment portfolio ($10.5
million) when compared with other investment portfolios with similar investment
objectives. As a result, the annual expense ratios for the Emerging Markets
Portfolio, without any expense reimbursement, have been higher than the ratios
of most similar, but larger, portfolios, and the Emerging Markets Portfolio
does not have the investment flexibility that larger funds have.
In order to liquidate the Emerging Markets Portfolio, the Fund must obtain
the consent of its Shareholders. Currently the Portfolio's Shareholders are two
insurance companies, Hartford Life Insurance Company or Hartford Life and
Annuity Insurance Company, whose variable contract owners are invested in the
Emerging Markets Portfolio. Each insurance company must give its variable
contract owners of record as of the close of business on June 4, 2002, the
right to instruct the insurance company as to the manner in which shares of the
Emerging Markets Portfolio attributable to the owner's variable contract should
be voted. If approved by Shareholders, the liquidation is expected to occur on
or about September 23, 2002.
To assist you in giving us your instructions, a Voting Instruction Form is
enclosed that reflects the number of shares of the Emerging Markets Portfolio
for which you are entitled to give us voting instructions. In addition, a
Notice of Special Meeting of Shareholders and a proxy statement are enclosed
which describe the matters to be voted on at the Special Meeting of
Shareholders.
If you have not transferred your contract value out of the Emerging
Markets Portfolio by the date of the liquidation, your contract value invested
in shares of the Emerging Markets Portfolio will be automatically transferred
to the variable account that invests in the Money Market Portfolio of Morgan
Stanley Select Dimensions Investment Series. From the date of this letter until
30 days after the date of the liquidation, you will be permitted to make one
free transfer of all contract value that you have invested in the Emerging
Markets Portfolio to other variable investment funds available under your
contract. Any limitations on transfers under your contract will not be affected
by this free transfer.
YOUR VOTE IS IMPORTANT. Please read the enclosed proxy materials and
complete, date and sign the enclosed voting instruction forms. It is also
important that you consider using your free transfer right to transfer your
contract value out of the Emerging Markets Portfolio prior to the date of the
liquidation.
If you have any questions, please contact your Morgan Stanley Financial
Advisor, or call The Hartford at 1-800-862-6667, Monday through Friday, 8:00
a.m. to 6:00 p.m. Eastern time. Thank you for allowing us the opportunity to
help provide for your financial needs.
Sincerely,
[GRAPHIC OMITTED]
Andrew J. Waggoner
Assistant Vice President
Investment Products Division
Hartford Life Insurance Co. & Hartford Life
& Annuity Co.
July 8, 2002
[GRAPHIC OMITTED]
Dear Hartford Variable Annuity and/or Life Contract Owner:
On behalf of The Hartford and Morgan Stanley, I would like to take this
opportunity to inform you of the proposed closing of the North American
Government Securities Portfolio (the "North American Government Securities
Portfolio") of the Morgan Stanley Select Dimensions Investment Series and to
request your voting instructions on this matter. As the owner of a variable
annuity contract and/or variable life insurance contract issued by Hartford
Life Insurance Company or Hartford Life and Annuity Insurance Company who has
invested in the North American Government Securities Portfolio sub-account, you
are entitled to provide us with your voting instructions.
The Board of Trustees of the Morgan Stanley Select Dimensions Investment
Series has recommended the liquidation of the North American Government
Securities Portfolio. The North American Government Securities Portfolio is a
relatively small investment portfolio ($5.9 million) when compared with other
investment portfolios with similar investment objectives. As a result, the
annual expense ratios for the North American Government Securities Portfolio,
without any expense reimbursement, have been higher than the ratios of most
similar, but larger, portfolios, and the North American Government Securities
Portfolio does not have the investment flexibility that larger funds have.
In order to liquidate the North American Government Securities Portfolio,
the Fund must obtain the consent of its Shareholders. Currently the Portfolio's
Shareholders are two insurance companies, Hartford Life Insurance Company or
Hartford Life and Annuity Insurance Company, whose variable contract owners are
invested in the North American Government Securities Portfolio. Each insurance
company must give its variable contract owners of record as of the close of
business on June 4, 2002, the right to instruct the insurance company as to the
manner in which shares of the North American Government Securities Portfolio
attributable to the owner's variable contract should be voted. If approved by
Shareholders, the liquidation is expected to occur on or about September 23,
2002.
To assist you in giving us your instructions, a Voting Instruction Form is
enclosed that reflects the number of shares of the North American Government
Securities Portfolio for which you are entitled to give us voting instructions.
In addition, a Notice of Special Meeting of Shareholders and a proxy statement
are enclosed which describe the matters to be voted on at the Special Meeting
of Shareholders.
If you have not transferred your contract value out of the North American
Government Securities Portfolio by the date of the liquidation, your contract
value invested in shares of the North American Government Securities Portfolio
will be automatically transferred to the variable account that invests in the
Money Market Portfolio of Morgan Stanley Select Dimensions Investment Series.
From the date of this letter until 30 days after the date of the liquidation,
you will be permitted to make one free transfer of all contract value that you
have invested in the North American Government Securities Portfolio to other
variable investment funds available under your contract. Any limitations on
transfers under your contract will not be affected by this free transfer.
YOUR VOTE IS IMPORTANT. Please read the enclosed proxy materials and
complete, date and sign the enclosed voting instruction forms. It is also
important that you consider using your free transfer right to transfer your
contract value out of the North American Government Securities Portfolio prior
to the date of the liquidation.
If you have any questions, please contact your Morgan Stanley Financial
Advisor, or call The Hartford at 1-800-862-6667, Monday through Friday, 8:00
a.m. to 6:00 p.m. Eastern time.
Thank you for allowing us the opportunity to help provide for your
financial needs.
Sincerely,
[GRAPHIC OMITTED]
Andrew J. Waggoner
Assistant Vice President
Investment Products Division
Hartford Life Insurance Co. & Hartford Life & Annuity Co.