EXHIBIT 12f
[Dorsey & Whitney LLP Letterhead]
February 15, 2002
Hartford-Fortis Series Fund, Inc.
500 Bielenberg Drive
Woodbury, MN 55125
The Hartford Mutual Funds, Inc.
P. O. Box 2999
Hartford, CT 06104
Ladies and Gentlemen:
We have acted as counsel to Hartford-Fortis Series Fund, Inc., a
Maryland corporation ("Fortis"), in connection with the acquisition of all of
the assets of Fortis Money Fund ("Target Fund"), a separately managed series of
Fortis, by The Hartford Money Market Fund ("Acquiring Fund"), a separately
managed series of The Hartford Mutual Funds, Inc., a Maryland corporation
("Hartford"), pursuant to an Agreement and Plan of Reorganization dated as of
December 20, 2001, by and between Fortis on behalf of Target Fund and Hartford
on behalf of Acquiring Fund (the "Agreement").
You have requested our opinion concerning certain federal income tax
consequences of the transfer of the assets of Target Fund in exchange for the
shares of Acquiring Fund and the distribution of such shares to Target Fund
Shareholders upon liquidation of Target Fund, all pursuant to the Agreement (the
"Reorganization"). In this regard we have examined (1) the Agreement, (2) the
Registration Statement on Form N-14 (including, but not limited to, the
Prospectus and Proxy Statement included therein) filed with the Securities and
Exchange Commission on or about December 19, 2001, and such other documents and
records as we consider necessary in order to render this opinion. Unless
otherwise provided herein, capitalized terms used in this opinion shall have the
same meaning as set forth in the Prospectus and Proxy Statement or the
Agreement, as the case may be.
Pursuant to the Agreement, all of the assets and all of the liabilities
of each Target Fund as of the Closing will be exchanged for shares of common
stock of the corresponding Acquiring Fund having an aggregate net asset value
equal to the net value of the assets of Target Fund at the Closing. All
Acquiring Fund Shares then held by Target Fund, representing all of the assets
of Target Fund, will be distributed to Target Fund Shareholders pursuant to the
Agreement in a liquidating distribution and all of the issued and outstanding
shares of Target Fund at the Closing shall be redeemed and cancelled on the
books of Fortis. In the distribution, each Target Fund Shareholder will receive
Acquiring Fund Shares of a class corresponding to the class of shares that he or
she held in Target Fund, with a net asset value equal at the Closing to the net
asset value of the shareholder's Target Fund Shares as of such time.
Hartford-Fortis Series Fund, Inc.
The Hartford Mutual Funds, Inc.
February 15, 2002
Page 2
The Reorganization is being undertaken because the Board of Fortis has
determined that participation in the Reorganization is in the best interest of
Target Fund, and that the interests of Target Fund shareholders will not be
diluted as a result of the reorganization. In approving the plan of
reorganization, the Board considered, as more fully discussed in the
Registration Statement, that Target Fund and Acquiring Fund are managed by the
same portfolio managers, that the Reorganization will result in the surviving
Fund's having a larger asset base which may result in cost savings, and that
the Reorganization will allow Target Fund shareholders access to Hartford's
larger family of retail mutual funds.
Our opinion is based upon existing law and currently applicable
Treasury Regulations, currently published administrative positions of the
Internal Revenue Service contained in Revenue Rulings and Revenue Procedures and
judicial decisions, all of which are subject to change prospectively and
retroactively. It is not a guarantee of the current status of the law and should
not be accepted as a guarantee that a court of law or an administrative agency
will concur in the opinion.
Based on the Agreement, the other documents referred to herein, the
facts and assumptions stated above, as well as representations made by Fortis in
a Certificate dated February 15, 2002, representations made by Hartford in a
Certificate dated February 15, 2002, the provisions of the Code and judicial and
administrative interpretations as in existence on the date hereof, it is our
opinion that the Reorganization will constitute a reorganization within the
meaning of Section 368(a)(1) of the Code, and that each of Acquiring Fund and
Target Fund will be a party to the reorganization within the meaning of Section
368(b) of the Code.
On the basis of the foregoing opinion that the Reorganization will
constitute a reorganization within the meaning of Section 368 of the Code, it is
further our opinion that:
(i) Target Fund will recognize no gain or loss on the transfer of the
Assets to Acquiring Fund in exchange solely for Acquiring Fund Shares or on the
subsequent distribution of those Shares to the Target Fund Shareholders in
exchange for their Target Fund Shares;
(ii) Acquiring Fund will recognize no gain or loss on its receipt of
the Assets in exchange solely for Acquiring Fund Shares and the assumption by
Acquiring Fund of the liabilities of Target Fund;
Hartford-Fortis Series Fund, Inc.
The Hartford Mutual Funds, Inc.
February 15, 2002
Page 3
(iii) Acquiring Fund's basis in the assets will be the same as Target
Fund's basis therein immediately before the Reorganization, and Acquiring Fund's
holding period for the Assets will include Target Fund's holding period
therefor;
(iv) Target Fund shareholders will recognize no gain or loss on the
exchange of all of their Target Fund Shares solely for Acquiring Fund Shares
pursuant to the Reorganization. Target Fund shareholders subject to taxation
will recognize income upon receipt of any net investment income or net capital
gains of Target Fund which are distributed by Target Fund prior to the Closing;
(v) A Target Fund Shareholder's aggregate basis in the Acquiring Fund
Shares to be received by it in the Reorganization will be the same as the
aggregate basis in its Target Fund Shares surrendered in exchange for those
Acquiring Fund Shares, and its holding period for those Acquiring Fund Shares
will include its holding period for those Target Fund shares, provided that the
Target Fund shares were held as a capital asset at the Effective Time; and
(vi) Acquiring Fund will succeed to and take into account the items of
Target Fund described in Section 381(c) of the Code. Acquiring Fund will take
these items into account subject to the conditions and limitations specified in
Sections 381, 382, 383, and 384 of the Code and the Regulations thereunder.
The foregoing opinion is being furnished to you solely for your benefit
in connection with the Reorganization and may not be relied upon by, nor may
copies be delivered to, any person without our prior written consent. Our
opinion is limited to the matters expressly addressed above. No opinion is
expressed and none should be inferred as to any other matter. Specifically, no
opinion is expressed as to the effect of the Reorganization on Acquiring Fund,
Target Fund, or any Shareholder with respect to any asset as to which any
unrealized gain or loss is required to be recognized for federal income tax
purposes at the end of a taxable year (or on the termination or transfer
thereof) under a mark-to-market system of accounting.
We consent to the filing of this opinion as an exhibit to the
above-referenced Registration Statement on Form N-14.
Very truly yours,
/s/ Dorsey & Whitney LLP
BJS/WRG