SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant /X/
Filed by a Party other than the Registrant / /

Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

Fortis Securities, Inc.
Hartford - Fortis Series Fund, Inc.
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(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 Rule 14a-
6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

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(2) Aggregate number of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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/ / Fee paid previously with preliminary materials.

/ / Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

THE HARTFORD SMALLCAP GROWTH FUND
THE HARTFORD GROWTH OPPORTUNITIES FUND
THE HARTFORD VALUE OPPORTUNITIES FUND
THE HARTFORD GROWTH FUND
THE HARTFORD TAX-FREE MINNESOTA FUND
THE HARTFORD TAX-FREE NATIONAL FUND
THE HARTFORD U.S. GOVERNMENT SECURITIES FUND
EACH A SERIES OF
THE HARTFORD MUTUAL FUNDS II, INC.

FORTIS SECURITIES, INC.

P.O. BOX 64387
ST. PAUL, MINNESOTA 55164-0387

May [ ], 2002

Dear Shareholder:

You are cordially invited to attend the Joint Special Meeting of
Shareholders (the "Meeting") of Fortis Securities, Inc. and of The Hartford
SmallCap Growth Fund, The Hartford Growth Opportunities Fund, The Hartford Value
Opportunities Fund, The Hartford Growth Fund, The Hartford Tax-Free Minnesota
Fund, The Hartford Tax-Free National Fund, and The Hartford U.S. Government
Securities Fund, each a series of The Hartford Mutual Funds II, Inc., to be held
on June [ ], 2002, at 10:00 a.m. Eastern time at the offices of Hartford
Investment Financial Services, LLC at 200 Hopmeadow Street, Simsbury,
Connecticut. At the Meeting, shareholders will be asked to vote on the matters
listed in the attached Notice of Joint Special Meeting of Shareholders.

At the Meeting, shareholders of Fortis Securities, Inc. will be asked
to vote on the election of members of the Board of Directors. Shareholders of
the Hartford Mutual Funds II, Inc. will consider two matters: (1) the election
of members of the Board of Directors and (2) changes to, or the elimination of,
fundamental investment policies of the Funds. Your Board of Directors has
reviewed and approved each of the proposals applicable to your fund and
recommends that you vote FOR each proposal. The "Important Information"
accompanying the proxy statement contains summary information which you might
find helpful.

Although your Board of Directors would like very much to have each
shareholder attend the Meeting, they realize that this is not possible. Whether
or not you plan to be present at the Meeting, your vote is needed. PLEASE
COMPLETE, SIGN, AND RETURN THE ENCLOSED PROXY CARD(S) PROMPTLY. A POSTAGE-PAID
ENVELOPE IS ENCLOSED FOR THIS PURPOSE.

We look forward to seeing you at the Meeting or receiving your proxy so
your shares may be voted at the Meeting.

Sincerely yours,

David M. Znamierowski
President

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SHAREHOLDERS ARE URGED TO SIGN AND RETURN THE ENCLOSED PROXY CARD(S) IN THE
ENCLOSED ENVELOPE SO AS TO BE REPRESENTED AT THE MEETING.
- --------------------------------------------------------------------------------

IMPORTANT INFORMATION

We encourage you to read the enclosed proxy statement; we thought it
would be helpful, however, to have brief answers to some questions.

Q. WHAT PROPOSALS ARE SHAREHOLDERS BEING ASKED TO CONSIDER AT THE UPCOMING
JOINT SPECIAL MEETING?

A. You are being asked to consider the election of directors of your
mutual funds. In addition, shareholders of The Hartford Mutual Funds II, Inc.
are being asked to consider changes to, or the elimination of, fundamental
investment policies of the funds. "Fundamental" investment policies are policies
that cannot be changed or eliminated without shareholder approval.

Q. WHO ARE BEING NOMINATED TO SERVE AS DIRECTORS?

A. There are nine nominees. Three of the nominees currently serve as
directors of your fund. The other six nominees serve as directors for other
Hartford-affiliated mutual funds.

Q. WHY ARE WE PROPOSING TO CHANGE THE FUNDS' FUNDAMENTAL POLICIES?

A. As is described in more detail in the accompanying proxy statement,
many of the existing fundamental policies were adopted in response to
regulatory, business, or industry requirements or conditions that no longer
prevail. In addition, small variations in the wording of similar restrictions
among the whole family of Hartford funds makes the task of insuring compliance
with them difficult and inefficient. We are proposing removing certain policies
and bringing those that remain in line, wherever possible, with other
fundamental policies in place, or expected to be put in place, by other Hartford
funds.

Q. DO WE EXPECT THE FUNDS' INVESTMENT APPROACHES TO CHANGE AS A RESULT?

A. No. These changes are being proposed to help streamline the compliance
and regulatory processes, not in order to facilitate any expected change in
investment strategy or approach by the funds.

Q. HAS THE FUNDS' BOARD OF DIRECTORS APPROVED THESE PROPOSALS?

A. Yes. Your Board of Directors has reviewed and approved each of the
proposals on which you are being asked to vote. Your Board recommends that you
vote in favor of each proposal.

Q. WHEN SHOULD I VOTE?

A. Please vote as soon as possible. Representatives of The Hartford
Financial Services Group, Inc. ("The Hartford") and [ ] may be contacting
you to urge you to vote on these important matters.

Q. WHO IS PAYING THE COST OF THE SHAREHOLDER MEETING AND OF THIS PROXY
SOLICITATION?

A. The Hartford - and not your fund - is paying all the costs.

FORTIS SECURITIES, INC.

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NOTICE OF JOINT SPECIAL MEETING OF SHAREHOLDERS

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A Joint Special Meeting of Shareholders (the "Meeting") of Fortis
Securities, Inc. ("Fortis Securities") and The Hartford SmallCap Growth Fund,
The Hartford Growth Opportunities Fund, The Hartford Value Opportunities Fund,
The Hartford Growth Fund, The Hartford Tax-Free Minnesota Fund, The Hartford
Tax-Free National Fund, and The Hartford U.S. Government Securities Fund, each a
series of The Hartford Mutual Funds II, Inc. ("Hartford Mutual Funds II"), will
be held at the offices of Hartford Investment Financial Services, LLC at 200
Hopmeadow Street, Simsbury, Connecticut, on June [ ], 2002, at 10:00 a.m.,
Eastern time, for the following purposes:

I. To elect a Board of Directors. (To be considered separately by the
shareholders of Fortis Securities and Hartford Mutual Funds II.)

II. To consider proposals to revise or eliminate certain fundamental
investment policies of the series of Hartford Mutual Funds II. (To be
considered separately by the applicable series, as described in the
enclosed proxy statement.)

III. To consider and act upon such other matters as may properly come before
the Meeting.

Shareholders of record as of the close of business on April [ ], 2002
are entitled to notice of and to vote at the Meeting.

By order of the Board of Directors,
MICHAEL J. RADMER
Secretary

May [ ], 2002

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YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING,
PLEASE COMPLETE, SIGN, DATE, AND MAIL THE ENCLOSED PROXY CARD(S) IN THE
ENCLOSED ENVELOPE SO THAT YOU WILL BE REPRESENTED AT THE MEETING.
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FORTIS SECURITIES, INC.

P.O. BOX 64387
ST. PAUL, MINNESOTA 55164-0387

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PROXY STATEMENT

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The enclosed proxy is solicited on behalf of the Board of Directors of
Fortis Securities Inc. ("Fortis Securities") and of The Hartford Mutual Funds
II, Inc. ("Hartford Mutual Funds II") (together the "Companies" and each a
"Company") for use at the Special Joint Meeting of Shareholders (the "Meeting")
of Fortis Securities and The Hartford SmallCap Growth Fund, The Hartford Growth
Opportunities Fund, The Hartford Value Opportunities Fund, The Hartford Growth
Fund, The Hartford Tax-Free Minnesota Fund, The Hartford Tax-Free National Fund,
and The Hartford U.S. Government Securities Fund, each a series of Hartford
Mutual Funds II (each such series and Fortis Securities referred to herein as a
"Fund," and collectively, the "Funds"), to be held on June [ ], 2002, at 10:00
a.m. Eastern time, at the offices of Hartford Investment Financial Services, LLC
("HIFSCO") at 200 Hopmeadow Street, Simsbury, Connecticut and at any adjournment
thereof. The Meeting will be held for the purposes set forth in the accompanying
Notice of Joint Special Meeting of Shareholders (the "Notice"). Shareholders of
record as of the close of business on April [ ], 2002 (the "Record Date") are
entitled to notice of and to vote at the Meeting or at any adjourned session.
The Notice, the Proxy Statement, and the enclosed form of proxy are first being
mailed or otherwise made available to shareholders on or about May [ ], 2002.

If you own shares of more than one Fund, you should sign and return a
proxy card for each Fund of which you are a shareholder; for example, if you own
shares of the Hartford SmallCap Growth Fund and the Hartford Growth
Opportunities Fund, you should sign and return the enclosed proxy cards for each
of those Funds. A DIFFERENT PROXY CARD IS ENCLOSED FOR EACH FUND IN WHICH YOU
ARE A SHAREHOLDER. YOU SHOULD SIGN AND RETURN EACH OF THE CARDS.

Shares represented by duly executed proxies will be voted in accordance
with the specification made. If no specification is made, shares will be voted
in accordance with the recommendations of the Board of Directors. You may revoke
a proxy at any time before it is exercised, by sending or delivering a written
revocation to the Secretary of the Company in question (which will be effective
when it is received by the Secretary), by properly executing a later-dated
proxy, or by attending the Meeting, requesting return of your proxy, and voting
in person.

-1-

As of the Record Date, there were outstanding __________ shares of
Fortis Securities, _________ shares of The Hartford SmallCap Growth Fund,
__________ shares of The Hartford Growth Opportunities Fund, __________ shares
of The Hartford Value Opportunities Fund, __________ shares of The Hartford
Growth Fund, ________________ shares of The Hartford Tax-Free Minnesota Fund,
____________________ shares of The Hartford Tax-Free National Fund, and
_______________ shares of The Hartford U.S. Government Securities Fund. Each
share is entitled to one vote, with fractional shares voting proportionally.

HIFSCO is the investment manager of each Fund, as well as the
underwriter and the administrator for each Fund. The address of HIFSCO is 200
Hopmeadow Street, Simsbury, Connecticut 06070. Wellington Management Company LLP
("Wellington Management") is a sub-advisor to The Hartford SmallCap Growth Fund,
The Hartford Growth Opportunities Fund, The Hartford Value Opportunities Fund,
and The Hartford Growth Fund. Wellington Management's address is 75 State
Street, Boston, Massachusetts 02109. Hartford Investment Management Company
("HIMCO") is a sub-adviser to Fortis Securities, The Hartford Tax-Free Minnesota
Fund, The Hartford Tax-Free National Fund, and The Hartford U.S. Government
Securities Fund. HIMCO's address is 55 Farmington Avenue, Hartford, Connecticut
06105.

COPIES OF THE MOST RECENT ANNUAL AND SEMIANNUAL REPORTS ISSUED BY THE
COMPANIES INCLUDING INFORMATION ABOUT EACH FUND MAY BE OBTAINED WITHOUT CHARGE.
FOR COPIES, PLEASE CALL THE COMPANY AT 888-843-7824 OR WRITE THE COMPANY AT P.O.
BOX 64387, ST. PAUL, MINNESOTA 55164-0387.

-2-

SUMMARY OF PROPOSALS AND FUNDS AFFECTED

The following table identifies the various proposals set forth in this
Proxy Statement and indicates which Funds are affected thereby. An "X" denotes
that a Fund is affected by the proposal and that the Fund's shareholders are
solicited with respect to that proposal.

<Table>
<Caption>
HARTFORD HARTFORD HARTFORD HARTFORD HARTFORD HARTFORD U.S.
SMALLCAP GROWTH VALUE HARTFORD TAX-FREE TAX-FREE GOVERNMENT
FORTIS GROWTH OPPORTUNITIES OPPORTUNITIES GROWTH MINNESOTA NATIONAL SECURITIES
PROPOSAL SECURITIES FUND FUND FUND FUND FUND FUND FUND
- -------- ---------- ----------- ------------- ------------- -------- --------- -------- ------------

I. Election of X X X X X X X X
Directors

II. A. Proposal to X X X X X X X
revise fundamental
policy regarding
investment
concentrations
within a particular
industry.

II. B. Proposal to X X X X X X X
revise fundamental
policy regarding
investments in real
estate or interests
therein.

II. C. Proposal to X X X X X X X
revise fundamental
policy regarding
purchases and sales
of commodities and
commodities
contracts.

II. D. Proposal to X X X X X X X
revise fundamental
policy regarding
the making of loans
to other persons.

II. E. Proposal to X X
eliminate
fundamental policy
regarding the
mortgage of assets.
</Table>

-3-

II. F. Proposal to X X
eliminate
fundamental policy
regarding
participation in
securities trading
accounts.

II. G. Proposal to X X
eliminate
fundamental policy
regarding certain
purchases from and
sales to officers,
directors and
employees.

II. H. Proposal to X X
eliminate
fundamental policy
regarding short
sales.

II. I. Proposal to X X X X X X X
revise fundamental
policies regarding
the borrowing of
money, issuing of
senior securities
and purchasing
securities on margin.
</Table>

-4-

II. J. Proposal to X
eliminate
fundamental policy
regarding the
purchase of
securities of
issuers whose
officers or
directors own
certain beneficial
amounts.

II. K. Proposal to X
eliminate
fundamental policy
regarding
investments in puts
and calls.

II. L. Proposal to X
eliminate
fundamental policy
regarding
investment in
repurchase
agreements.

II. M. Proposal to X X
eliminate
fundamental policy
regarding
investment grade
municipal
securities.
</Table>

-5-

PROPOSAL I: ELECTION OF BOARD OF DIRECTORS

The Board of Directors of each Company has fixed the number of
Directors at nine and is recommending that shareholders approve the election of
nine nominees for Director. Of these, three currently serve as Directors: David
M. Znamierowski, Phillip O. Peterson and Robert M. Gavin. Each of the other six
nominees is currently a Director of other Hartford-affiliated mutual funds. They
are Winifred Ellen Coleman, Duane E. Hill, William Atchison O'Neill, Millard
Handley Pryor, Jr., John Kelley Springer, and Lowndes Andrew Smith.

The Nominating Committee of the Boards of Directors reviewed and
approved the nomination of each nominee. Each Board of Directors, in turn,
approved the nominations and is recommending that shareholders vote in favor of
each nominee.

Biographical data for each of the nominees is set forth below, together
with information concerning the current officers of each Company. If elected,
each Director will serve until his or her successor is elected and qualifies.

NOMINEES FOR ELECTION AS NON-INTERESTED DIRECTORS
- ------------------------------------------------------------------------------------------------------------------------------------
NUMBER OF
PORTFOLIOS
POSITION TERM OF IN FUND
HELD OFFICE* AND COMPLEX
WITH THE LENGTH OF PRINCIPAL OCCUPATION(S) DURING OVERSEEN BY OTHER DIRECTORSHIPS
NAME, AGE AND ADDRESS COMPANY TIME SERVED LAST 5 YEARS DIRECTOR HELD BY DIRECTOR
--------------------- --------- ----------- ---------------------------------- ----------- -----------------

PHILLIP O. PETERSON Director Since 2000 Mr. Peterson is a mutual fund 24 N/A
(age 57) industry consultant. He was a
11155 Kane Trail Partner of KPMG LLP through June
Northfield, MN 55057 1999.

DR. ROBERT M. GAVIN Director Since 1988 Mr. Gavin is an educational 24 N/A
(age 61) consultant. Prior to September
751 Judd Street 1, 2001, he was President of
Marine on St. Croix, Cranbrook Education Community and
MN 55047 prior to July 1996 he was President
of Macalester College, St. Paul, MN.

WINIFRED ELLEN COLEMAN N/A New Nominee Ms. Coleman has served as President 48 N/A
(age 69) of Saint Joseph College since 1991
27 Buckingham Lane and President of Cashel House, Ltd.
West Hartford, CT 06117 (retail) since 1985.

DUANE E. HILL N/A New Nominee Mr. Hill is Partner Emeritus and 48 N/A
(age 56) a founding partner of TSG Capital
177 Broad Street, Group, a private equity investment
12th Floor firm that serves as sponsor and
Stamford, CT 06901 lead investor in leveraged buyouts
of middle market companies. Mr. Hill
is also a Partner of TSG Ventures
L.P., a private equity investment
company that invests primarily in
minority-owned small businesses.
</Table>

-6-

Mr. Hill currently serves as
Chairman of the City of Stamford,
CT Planning Board and a director
of the Stamford Cultural
Development Corporation.

WILLIAM ATCHISON N/A New Nominee The Honorable William A. O'Neill 48 N/A
O'NEILL served as Governor of the State
(age 71) of Connecticut from 1980 until
Box 360 1991. He is presently retired.
East Hampton, CT
06424

MILLARD HANDLEY N/A New Nominee Mr. Pryor has served as Managing 48 Mr. Pryor is a
PRYOR, JR. Director of Pryor & Clark Company Director of Corcap,
(age 68) (real estate investment), Inc. (inactive
695 Bloomfield Avenue Hartford, Connecticut, since corporation),
Bloomfield, CT June, 1992. Infodata Systems,
06002 Inc. (software
company) and
CompuDyne
Corporation
(security products
and services).

JOHN KELLEY SPRINGER N/A New Nominee Mr. Springer served as Chairman 48 N/A
(age 70) of Medspan, Inc. (health
225 Asylum Avenue maintenance organization) until
Hartford, CT 06103 March 2002.
</Table>

* Each Director serves until his or her successor is elected and
qualifies. Mr. O'Neill is expected to retire from the Boards of
Directors in August 2002.

-7-

NOMINEES FOR ELECTION AS INTERESTED DIRECTORS
- ------------------------------------------------------------------------------------------------------------------------------------
NUMBER OF
PORTFOLIOS
POSITION TERM OF IN FUND
HELD OFFICE* AND COMPLEX
WITH THE LENGTH OF PRINCIPAL OCCUPATION(S) DURING OVERSEEN BY OTHER DIRECTORSHIPS
NAME, AGE AND ADDRESS COMPANY TIME SERVED LAST 5 YEARS DIRECTOR HELD BY DIRECTOR
--------------------- --------- ----------- ---------------------------------- ----------- -----------------

DAVID M. ZNAMIEROWSKI** President Since 2001 Mr. Znamierowski currently serves as 79 N/A
(age 41) and President of Hartford Investment
55 Farmington Avenue Director Management Company ("HIMCO") and
Hartford, CT 06105 Senior Vice President, Chief
Investment Officer and Director of
Investment Strategy for Hartford
Life, Inc. Mr. Znamierowski is also
a Managing Member and Senior Vice
President of HIFSCO and HL
Investment Advisors, LLC ("HL
Advisors"). In addition, Mr.
Znamierowski is the Group Senior
Vice President and Chief Investment
Officer for The Hartford Financial
Services Group, Inc. ("The
Hartford").

LOWNDES N/A New Nominee Mr. Smith served as Vice Chairman of 48 N/A
ANDREW SMITH*** The Hartford from February 1997 to
(age 62) January 2002, as President and Chief
P.O. Box 2999 Executive Officer of Hartford Life,
Hartford, CT 06104-2999 Inc. from February 1997 to January
2002, and as President and Chief
Operating Officer of The Hartford
Life Insurance Companies from
January 1989 to January 2002.

</Table>

* Each Director serves until his or her successor is elected and
qualifies.

** Mr. Znamierowski is an interested Director due to the positions he
holds with HIMCO and its affiliates.

*** Mr. Smith is an interested Director due to the positions he held with
The Hartford until January 2002, and because of his holdings of The
Hartford's stock.

-8-

OFFICERS
- -----------------------------------------------------------------------------------------------------------------------------------
POSITION TERM OF
HELD OFFICE* AND
WITH THE LENGTH OF PRINCIPAL OCCUPATION(S) DURING
NAME, AGE AND ADDRESS COMPANY TIME SERVED LAST 5 YEARS
--------------------- ------------ ------------ -------------------------------------

DAVID M. ZNAMIEROWSKI President Since 2001 See biographical information under
(age 41) and Director "Nominees for Election as Interested
55 Farmington Avenue Directors" above.
Hartford, CT 06105

ROBERT W. BELTZ, JR. Vice Since 1993 Mr. Beltz currently serves as Vice
(age 52) President President, Securities Operations of
500 Bielenberg Drive Hartford Administrative Services
Woodbury, MN Company ("HASCO"). He also has
served as Assistant Vice President
of the Hartford Life Insurance
Company since December 2001

KEVIN J. CARR Vice Since 2001 Mr. Carr has served as Assistant
(age 47) President and General Counsel since 1999, Counsel
55 Farmington Avenue Assistant since November 1996 and Associate
Hartford, CT 06105 Secretary Counsel since November 1995, of The
Hartford.

TAMARA L. FAGELY Vice Since 1993 Ms. Fagely has been Vice President
(age 43) President and of HASCO since 1998. Prior to 1998,
500 Bielenberg Drive Treasurer she was Second Vice President of
Woodbury, MN HASCO. She also has served as
Assistant Vice President of
Hartford Life Insurance Company
since December 2001.

GEORGE RICHARD JAY Vice Since 2001 Mr. Jay has served as Secretary and
(age 50) President and Director, Life and Equity Accounting
P.O. Box 2999 Assistant and Financial Control, of Hartford
Hartford, CT 06104-2999 Treasurer Life Insurance Company since 1987.

STEPHEN T. JOYCE Vice Since 2001 Mr. Joyce currently serves as Senior
(age 42) President Vice President and director of
P. O. Box 2999 investment products management for
Hartford, CT 06104-2999 Hartford Life Insurance Company.
Previously he served as Vice
President (1997-1999) and Assistant
Vice President (1994-1997) of
Hartford Life Insurance Company.
</Table>

-9-

OFFICERS
- -----------------------------------------------------------------------------------------------------------------------------------
POSITION TERM OF
HELD OFFICE* AND
WITH THE LENGTH OF PRINCIPAL OCCUPATION(S) DURING
NAME, AGE AND ADDRESS COMPANY TIME SERVED LAST 5 YEARS
--------------------- ------------- ------------ -------------------------------------

DAVID N. LEVENSON Vice Since 2001 Mr. Levenson serves as Senior Vice
(age 35) President President of Hartford Life Insurance
P.O. Box 2999 Company and is responsible for the
Hartford, CT 06104-2999 Company's mutual funds line of
business and its corporate
retirement plans line of business.
Mr. Levenson joined The Hartford in
1995. Mr. Levenson is also a senior
vice president of HIFSCO.

THOMAS MICHAEL Vice Since 2001 Mr. Marra is President and Chief
MARRA President Operating Officer of Hartford Life,
(age 43) Inc. He is also a member of the
P.O. Box 2999 Board of Directors and a member of
Hartford, CT 06104-2999 the Office of the Chairman for The
Hartford, the parent company of
Hartford Life. Named President of
Hartford Life in 2001 and COO in
2000, Mr. Marra served as Executive
Vice President and Director of
Hartford Life's Investment Products
Division from 1998 to 2000. He was
head of the company's Individual
Life and Annuities Division from
1994 to 1998 after being promoted
to Senior Vice President in 1994
and to Executive Vice President in
1996. From 1990 to 1994, Mr. Marra
was Vice President and Director of
Individual Annuities. Mr. Marra is
also a Managing Member and
Executive Vice President of HIFSCO
and HL Advisors.

SCOTT R. PLUMMER Vice Since 1996 Mr. Plummer has served as Assistant
(age 42) President and General Counsel for Hartford Life
500 Bielenberg Drive Assistant Insurance Company since April 2001
Woodbury, Minnesota Secretary and has served as Assistant Vice
President of Hartford Life
Insurance Company since December
2001. He also serves as Vice
President, Associate General
Counsel and Assistant Secretary of
HASCO.
</Table>

-10-

OFFICERS
- -----------------------------------------------------------------------------------------------------------------------------------
TERM OF
POSITION OFFICE* AND
HELD WITH LENGTH OF PRINCIPAL OCCUPATION(S) DURING
NAME, AGE AND ADDRESS THE COMPANY TIME SERVED LAST 5 YEARS
--------------------- ------------- ------------ -------------------------------------

JOHN C. WALTERS Vice Since 2001 Mr. Walters serves as Executive Vice
(age 39) President President and Director of the
P.O. Box 2999 Investment Products Division of
Hartford, CT 06104-2999 Hartford Life Insurance Company.
Previously Mr. Walters was with
First Union Securities until
[date]. Mr. Walters is also a
Managing Member and Executive Vice
President of HIFSCO and HL
Advisors.

MICHAEL J. RADMER Secretary Since 1978 Mr. Radmer is a Partner at Dorsey &
(age 57) Whitney LLP, the Companies' General
Suite 1500 Counsel
50 South 6th Street
Minneapolis, MN
</Table>

* Each officer serves until his or her successor is elected and
qualifies.

-11-

CERTAIN INFORMATION REGARDING DIRECTORS AND OFFICERS. All
current Directors and officers of each Company are also officers and
directors of Hartford HLS Series Fund II, Inc., an open-end registered
investment company. Mr. Znamierowski, as a director and officer, and
Messrs. Carr, Jay, Joyce, Levenson, Marra and Walters, as officers,
serve in these same capacities with 13 other registered investment
companies within the Hartford Fund Family, which is comprised of those
investment companies for which HIFSCO or HL Advisors, serves as
investment adviser.

The Charter of Hartford Mutual Funds II does not provide for
the annual election of directors unless specifically required by the
1940 Act or Maryland law. However, in accordance with the 1940 Act, (i)
the Company will hold a shareholders' meeting for the election of
directors at such time as less than a majority of the directors holding
office has been elected by the shareholders and (ii) a vacancy among
the directors may be filled by the remaining directors only if,
immediately after such vacancy is filled, at least two-thirds of the
directors holding office shall have been elected by the shareholders.
As a New York Exchange listed company, Fortis Securities holds annual
Shareholders' meetings for the purpose of electing a board of
directors.

The full Board of Directors met ___ times during the most
recent full fiscal year of Hartford U.S. Government Securities Fund and
Fortis Securities, ___ times during the most recent full fiscal year of
Hartford SmallCap Growth Fund, Hartford Growth Opportunities Fund,
Hartford Value Opportunities Fund and Hartford Growth Fund, and ___
times during the most recent full fiscal year of Hartford Tax-Free
Minnesota Fund and Hartford Tax-Free National Fund. During each such
fiscal year, each incumbent director attended at least 75% of the
aggregate of the number of meetings of the Board of Directors and the
number of meetings held by all committees of which he was a member that
were held while he was serving on the Board of Directors or on such
committee. [To be verified.]

STANDING COMMITTEES. The Board of Directors of each Company
has established an Executive Committee and Audit Committee that are
authorized to act in the intervals between regular Board meetings with
full capacity and authority of the Board of Directors, except as
limited by law. Each Executive Committee currently consists of Dr.
Robert M. Gavin, Messrs. David M. Znamierowski, Allen R. Freedman, and
Robb L. Prince, and Mss. Jean L. King and Noel F. Schenker. The
Executive Committee met ___ times during the most recent full fiscal
year of Hartford U.S. Government Securities Fund and Fortis Securities
(the fiscal year ended July 31, 2001), ___ times during the most recent
full fiscal year of Hartford Small Cap Growth Fund, Hartford Growth
Opportunities Fund, Hartford Value Opportunities Fund and Hartford
Growth Fund (the fiscal year ended August 31, 2001), and ____ times
during the most recent full fiscal year of Hartford Tax-Free Minnesota
Fund and Hartford Tax-Free National Fund (the fiscal year ended
September 30, 2001). The function of the Executive Committee is to,
when necessary, act on behalf of the full Board of Directors between
Board meetings; to review and evaluate matters relating to Board
governance and Board operations, recommending changes when determined
to be necessary; on an annual basis, to review contract renewal
information provided by fund management, request additional information
when needed and make a recommendation to the full Board on contract
renewal; and, for the non-interested directors who are members of the
Executive Committee, to serve as members of the Company's Nomination
Committee, as further described below.

Each Audit Committee currently consists of Mr. Peterson, Mr.
Allen R. Freedman and Dr. Lemma W. Senbet. Mr. Peterson and Dr. Senbet
have been determined by the Boards of Directors to be "independent"
within the meaning of the rules of the New York Stock Exchange (the
"Exchange"). Mr. Freedman technically did not meet the "independence"
requirements of the Exchange at the time of his appointment in December
2001 because, prior to July 2000, he had been the Chairman and Chief
Executive Officer of Fortis, Inc. (previously the parent company of the
Funds' investment adviser). Exchange rules provide that a director who
is an employee of a company or any of its affiliates may not serve on
the audit committee until three years following the termination of his
or her employment or, if the employment relationship is with a former
parent or predecessor of the company, until after three years following
the termination of the relationship between the company and the former
parent or predecessor. Nevertheless, Exchange rules also contain an
"override" provision which allows a company's board of directors to
appoint one director to the audit committee who is no longer an
employee of the company or its affiliates but is not considered
independent due to the three year restriction period if the board of
directors determines in its business judgment that membership on the
committee by such individual is required by the best interests of the
corporation and its shareholders. The Funds' Board of Directors made
such a finding at a meeting held December 13, 2001. The functions
performed by the Audit Committee are to recommend annually to the Board
a firm of independent certified public accountants to audit the books
and records of the Company for the ensuing year; to monitor that firm's
performance; to review with the firm the scope and results of each
audit and determine the need, if any, to extend audit procedures; to
confer with the firm and representatives of the Company on matters
concerning the Company's financial

-12-

statements and reports, including the appropriateness of its accounting
practices and of its financial controls and procedures; to evaluate the
independence of the firm; to review procedures to safeguard portfolio
securities; to review the purchase by the Company from the firm of
nonaudit services; to review all fees paid to the firm; and to
facilitate communications between the firm and the Company's officers
and Directors. The Audit Committee met ___ times during the most recent
full fiscal year of Hartford U.S. Government Securities Fund and Fortis
Securities, ___ times during the most recent full fiscal year of
Hartford SmallCap Growth Fund, Hartford Growth Opportunities Fund,
Hartford Value Opportunities Fund and Hartford Growth Fund, and ____
times during the most recent full fiscal year of Hartford Tax-Free
Minnesota Fund and Hartford Tax-Free National Fund.

The non-interested Directors who are members of the Executive
Committee (i.e., Messrs. Freedman and Prince, Dr. Gavin and Mss. King
and Schenker) compose the Nominating Committee of the Boards of
Directors. The function of the Nominating Committee is to screen and
select candidates to the Board of Directors. Any recommendations for
nominees should be directed to the Secretary of the Hartford Mutual
Funds II or the Secretary of Fortis Securities, as the case may be, who
will forward them to the Nominating Committee. A Nominating Committee
will consider nominees recommended by shareholders if the Committee is
considering other nominees at the time of the recommendation and if the
nominee meets the Committee's criteria. The Nominating Committee met
___ times during the most recent full fiscal year of Hartford U.S.
Government Securities Fund and Fortis Securities, ___ times during the
most recent full fiscal year of Hartford SmallCap Growth Fund,
Hartford Growth Opportunities Fund, Hartford Value Opportunities Fund
and Hartford Growth Fund, and ____ times during the most recent full
fiscal year of Hartford Tax-Free Minnesota Fund and Hartford Tax-Free
National Fund.

The Board of Directors has also established an Investment
Review Committee and a Dividend Declaration Committee. The members of
the Investment Review Committee are [ ] and the members of the
Dividend Declaration Committee are [ ]. The Investment Review
Committee met ____ times during the most recent full fiscal year of
Hartford U.S. Government Securities Fund and Fortis Securities (the
fiscal year ended July 31, 2001), ____ times during the most recent
full fiscal year of Hartford SmallCap Growth Fund, Hartford Growth
Opportunities Fund, Hartford Value Opportunities Fund and Hartford
Growth Fund (the fiscal year ended August 31, 2001), and ____ times
during the most recent full fiscal year of Hartford Tax-Free Minnesota
Fund and Hartford Tax-Free National Fund (the fiscal year ended
September 30, 2001). The Dividend Declaration Committee met ____ times
during the most recent full fiscal year of Hartford U.S. Government
Securities Fund and Fortis Securities (the fiscal year ended July 31,
2001), ____ times during the most recent full fiscal year of Hartford
SmallCap Growth Fund, Hartford Growth Opportunities Fund, Hartford
Value Opportunities Fund and Hartford Growth Fund (the fiscal year
ended August 31, 2001), and _____ times during the most recent full
fiscal year of Hartford Tax-Free Minnesota Fund and Hartford Tax-Free
National Fund (the fiscal year ended September 30, 2001).

If the nominees to the Boards of Directors are elected, the
composition of the Companies' standing committees will change.

HOLDINGS AND REMUNERATION OF DIRECTORS. The following table
discloses the dollar range of equity securities beneficially owned by
each director (i) in each Fund and (ii) on an aggregate basis in any
registered investment companies overseen by the director within the
same family of investment companies as the Companies.

TABLE 3
- ----------------------------------------------------------------------------------------------------------
AGGREGATE DOLLAR RANGE OF
EQUITY SECURITIES IN ALL
REGISTERED INVESTMENT
COMPANIES OVERSEEN BY
DOLLAR RANGE OF EQUITY SECURITIES IN THE FUNDS* DIRECTOR IN THE HARTFORD
NAME OF DIRECTOR [NEED TO DISCLOSE FOR EACH FUND] FUND FAMILY*
- ---------------- ----------------------------------------------- -------------------------

David M. Znamierowski None $10,001-$50,000
Lowndes Andrew Smith [to be provided]
Phillip O. Peterson " "
Robert M. Gavin " "
Winifred Ellen Coleman " "
Duane E. Hill " "
William Atchison O'Neill " "
Millard Handley Pryor, Jr " "
John Kelley Springer " "
</Table>

* The valuation date for purposes of this Table 3 is April [ ], 2002.

The Companies do not pay salaries or compensation to any of
their officers or Directors who are employed by The Hartford. The chart
below sets forth the compensation paid by the Funds during their last
full fiscal years and by the Hartford Fund Family for the year ended
October 31, 2001 to the non-interested Directors who are nominees for
reelection.

-13-

TABLE 4
- ----------------------------------------------------------------------------------------------------------------
AGGREGATE TOTAL
COMPENSATION PENSION COMPENSATION
FROM THE FUNDS RETIREMENT PAID TO DIRECTORS
[Presented by Fund BENEFITS ACCRUED ESTIMATED BY ALL FUNDS IN
according to fiscal AS PART OF FUND ANNUAL BENEFITS THE HARTFORD FUND
NAME OF PERSON, POSITION year] EXPENSES UPON RETIREMENT FAMILY*
- ----------------------------------------------------------------------------------------------------------------

Dr. Robert M. Gavin, $ [ ] $ 0 $ 0 $ 46,050
Director

Phillip O. Peterson, $ [ ] $ 0 $ 0 $ 44,700
Director
</Table>

* As of December 31, 2001, three registered investment companies in the
Hartford Fund Family paid compensation to the Directors.

The sales load for Class A shares of the Hartford Mutual Funds
II is waived for present and former officers, Directors and employees
of the Company. This waiver is designed to provide an incentive for
individuals that are involved and affiliated with the Funds and their
operations to invest in the Funds.

Each Company's Charter provides that the Company, to the
fullest extent permitted or required by Maryland or Minnesota law, as
the case may be, and the federal securities laws, shall indemnify the
Directors and officers of the Company. Each Company's Charter, however,
does not protect any Director of officer against any liability to which
he or she would otherwise be subject by reason of or for willful
misfeasance, bad faith, gross negligence or reckless disregard or such
person's duties.

During the following periods, each Fund paid legal fees and
expenses to a law firm of which the Secretary is a partner:

TABLE 5

FISCAL YEAR ENDED
8/31/2001
---------

SmallCap Growth Fund $ 6,600
Growth Opportunities Fund $33,279
Value Opportunities Fund $ 750
Growth Fund $15,000

FISCAL YEAR ENDED
9/30/2001
---------
Tax-Free Minnesota Fund $ 725
Tax-Free National Fund $ 1,050

FISCAL YEAR ENDED
7/31/2001
---------
U.S. Government Securities Fund $ 4,500
Fortis Securities $ [ ]
</Table>

To the knowledge of each Company, as of April [ ], 2002, the
officers and Directors of the Company as a group beneficially owned
less than 1% of the outstanding shares of each Fund.

RECOMMENDED SHAREHOLDER ACTION AND REQUIRED VOTE. The
Directors recommend that the shareholders vote for each nominee.
Shareholders of each Company shall vote separately by Company for the
election of Directors. For Hartford Mutual Funds II, a plurality of the
votes properly cast in person or

-14-

by proxy at the Meeting is required for the election of Directors.
Shareholders have no cumulative voting rights. Abstentions and broker
non-votes will have no effect on the election of Directors. For Fortis
Securities, a majority of the votes properly cast in person or by proxy
at the Meeting is required for the election of Directors. Shareholders
have no cumulative voting rights. Abstentions or a vote withholding
authority will be counted as present at the meeting and will have the
same effect as a vote against the election of Directors. Broker
non-votes will not be counted in calculating the vote and will have no
effect on the election of Directors.

-15-

PROPOSAL II: ELIMINATION OF OR REVISIONS TO FUNDAMENTAL INVESTMENT POLICIES

(HARTFORD MUTUAL FUNDS II ONLY)

As described in the following proposals, HIFSCO has recommended to the
Board of Directors of Hartford Mutual Funds II, and the Board of Directors is
recommending to shareholders, that certain fundamental investment policies of
the series of Hartford Mutual Funds II be eliminated or revised. (For purposes
of this section of the proxy statement, the term "Fund" or "Funds" refers only
to the series of Hartford Mutual Funds II.) The purpose of the proposals is in
most cases to modernize and broaden the scope of fundamental policies that are
required under applicable law. NO CHANGE IN ANY FUND'S INVESTMENT STRATEGY OR
APPROACH IS EXPECTED AS A RESULT OF THE PROPOSED CHANGES TO THE FUNDS'
FUNDAMENTAL INVESTMENT POLICIES. The Board of Directors is recommending that
shareholders approve each of the proposals.

BACKGROUND

Each of the Funds has adopted certain "fundamental" investment
policies. Fundamental investment policies or restrictions can be changed only by
shareholder vote. Some of the Funds' fundamental investment policies were
adopted in order to comply with the requirements of the Investment Company Act
of 1940, as amended (the "1940 Act"). Others were adopted in the past in
response to regulatory, business, or industry requirements or conditions that in
many cases no longer prevail. The specific proposals, and HIFSCO's reasons for
recommending them, are described below. Many of the proposed new fundamental
policies are the same as those that currently apply to, or are expected to be
adopted by, The Hartford Fund Family.

The effect of implementation of these proposals should be to reduce the
burdens of monitoring, and ensuring compliance with, varying sets of fundamental
policies - some differing from each other by only a few words - across The
Hartford Fund Family.

If shareholders of a Fund do not approve a proposal, the fundamental
investment policy in question will remain in effect for that Fund, and the Board
of Directors will determine any further appropriate steps to be taken.

PROPOSALS

Note: Appendix A to this Proxy Statement sets out the specific fundamental
investment policies proposed to be eliminated or revised, and the text of any
proposed revision. The descriptions of the proposed eliminations and/or
revisions set out below are qualified in their entirety by reference to Appendix
A.

A. REVISION TO THE FUNDAMENTAL POLICY REGARDING INVESTMENT
CONCENTRATIONS WITHIN A PARTICULAR INDUSTRY.

(Hartford SmallCap Growth Fund, Hartford Growth Opportunities Fund,
Hartford Value Opportunities Fund, Hartford Growth Fund, Hartford
Tax-Free Minnesota Fund, Hartford Tax-Free National Fund, and Hartford
U.S. Government Securities Fund)

Each Fund (except the Tax-Free Minnesota Fund and the Tax-Free National
Fund) is subject to a fundamental policy providing that the Fund will not
concentrate its investments in a particular industry. The fundamental policy for
the Growth Opportunities Fund, the SmallCap Growth Fund and the U.S. Government
Securities Fund states that this limitation does not apply to investments in
government securities. In addition, for the SmallCap Growth Fund only, the
fundamental policy states that certain companies, despite being classified
generally as either utility or finance companies, will not be considered to be
part of the same "industry". If the proposed policy is approved, the fundamental
policy of each Fund (except the Tax-Free Minnesota Fund and the Tax-Free
National Fund) relating to the concentration of investments would state that a
Fund may not:

-16-

"concentrate its investment in a particular industry, except to the
extent consistent with the Investment Company Act of 1940, as amended,
and the rules and regulations thereunder, as they may be interpreted or
modified from time to time by regulatory authority, or as may otherwise
be permitted from time to time by regulatory authority."

The existing fundamental policy of the Tax-Free Minnesota Fund and the
Tax-Free National Fund states that neither Fund will:

"invest 25% or more of its total assets in limited obligation bonds
payable only from revenues derived from facilities or projects within a
single industry. (Municipal bonds refunded with U.S. Government
securities will be treated as investments in U.S. Government securities
and are not subject to this requirement.)"

If the proposed policy for the Tax-Free Minnesota Fund and the Tax-Free
National Fund is approved, it will read the same as the proposed policy for each
other Fund, except that the following parenthetical language will be added after
the limitation: "(Tax exempt securities other than those backed only by the
assets and revenues of non-governmental issuers are not subject to this
requirement.)." As a result, tax exempt securities will not be subject to the
industry-concentration limit, unless they are backed only by the assets and
revenues of non-governmental issuers.

The 1940 Act requires that a Fund state its position regarding
concentration in an industry. While the 1940 Act does not define what
constitutes "concentration," the staff of the Securities and Exchange Commission
takes the position that investment of more than 25% of a Fund's assets in an
industry constitutes concentration. If a Fund concentrates in an industry, it
must at all times have more than 25% of its assets invested in that industry,
and if its policy is not to concentrate, as is the case with each of the Funds,
it may not invest more than 25% of its assets in the applicable industry,
unless, in either case, the Fund discloses the specific conditions under which
it will change from concentrating to not concentrating or vice versa.

The proposed revision is recommended to standardize the fundamental
policies of The Hartford Fund Family and to provide the Funds with maximum
flexibility to respond to regulatory developments.

B. REVISION TO THE FUNDAMENTAL POLICY REGARDING INVESTMENTS IN
REAL ESTATE OR INTERESTS THEREIN.

If this proposal is approved, the fundamental investment policy
relating to investments in real estate will be revised for each Fund. The
revised policy would state that a Fund may not:

"purchase or sell real estate unless acquired as a result of ownership
of securities or other instruments, although it may purchase securities
secured by real estate or interests therein, or securities issued by
companies which invest in real estate or interests therein."

The proposed fundamental policy is substantially similar to the Funds'
current policies and is being proposed to standardize the fundamental policies
among The Hartford Fund Family.

C. REVISION TO THE FUNDAMENTAL POLICY REGARDING PURCHASES AND
SALES OF COMMODITIES AND COMMODITIES CONTRACTS.

If this proposal is approved the fundamental policies of the Funds
relating to investments in commodities will be revised. The revised policy would
state that a Fund may not:

"purchase or sell commodities or commodity contracts, except that the
Fund may purchase or sell financial futures contracts, options on
financial futures contracts, and futures contracts, forward contracts,
and options with respect to foreign currencies, and may enter into swap
transactions or other financial transactions of any kind, and except as
required in connection with otherwise permissible options, futures, and
commodity activities as described elsewhere in the Fund's Prospectus or
Statement of Additional Information at the time."

-17-

The 1940 Act requires that a Fund state as a fundamental investment
policy the extent to which it may engage in the purchase and sale of
commodities. At the time the 1940 Act was enacted, the term "commodities" was
understood to refer principally to physical commodities such as agricultural
products, precious and base metals, oil and gas, and the like. In recent years,
however, a variety of new financial contracts and instruments, such as interest
rate, currency and stock index futures contracts, have been created which may be
considered to be "commodities" for regulatory purposes.

None of the Funds intends to change its current practices with respect
to investment in commodities, but the proposed policy is recommended to
standardize the fundamental policies of The Hartford Fund Family and to provide
the Funds with maximum investment flexibility permitted by applicable law. For
the Growth Opportunities Fund, the Value Opportunities Fund, the Growth Fund,
the Tax-Free Minnesota Fund, and the Tax-Free National Fund, the existing
investment policy is generally similar to the proposed policy. For the U.S.
Government Securities Fund and the SmallCap Growth Fund, the proposed policy
provides greater investment flexibility than the current policies. The
fundamental policy for the U.S. Government Securities Fund simply states that
the Fund may not purchase commodities or contracts related to commodities. The
existing policy for the SmallCap Growth Fund states that the Fund may not invest
in commodities or contracts related to commodities unless the investment is for
hedging purposes.

The use of futures contracts, options on futures contracts, forward
contracts and financial instruments described in the restriction entails certain
risks, including the risk that the Fund's investment adviser may be unable to
correctly forecast market and currency exchange rate movements. Should markets
or exchange rates move in an unexpected manner, the Fund may not achieve the
anticipated benefits of futures contracts or options or may realize losses and
thus be in a worse position than if such strategies had not been used. In
addition, the imperfect correlation between movements in the prices of futures
and options and movements in the price of any securities and currencies hedged
using such instruments or used for cover may result in unanticipated losses. A
Fund's ability to dispose of its positions in futures contracts and options will
depend on the availability of liquid markets in such instruments. It is
impossible to predict the amount of trading interest that may exist in various
types of options or futures contracts. If a secondary market does not exist with
respect to a financial instrument held or entered into by a Fund, the Fund may
be unable to make a gain or to limit its loss on that investment when it
otherwise might.

Each of the Funds is subject to a non-fundamental investment
restriction prohibiting it from entering into stock index futures contracts, or
acquiring related options, if initial margin deposits on the open futures
position, plus the sum of premium payments for all unexpired options on stock
index futures contracts, would exceed 5% of the Fund's total assets. Although
this policy may be changed or eliminated by the Board of Directors without
shareholder approval, the Board of Directors has no current intention of doing
so. In addition, the Funds' investment adviser has no current intention of
proposing any such change to the non-fundamental investment restrictions of the
Funds.

D. REVISION TO THE FUNDAMENTAL POLICY REGARDING THE MAKING OF
LOANS TO OTHER PERSONS.

The existing policy of each Fund states that the Fund may not make
loans to other persons. For each Fund (except the Growth Opportunities Fund and
the SmallCap Growth Fund), this general prohibition is qualified by the
statement that certain loans of the Fund's portfolio securities will not be
prohibited if such loans do not exceed a certain percentage of the value of the
Fund's total assets. Also, each Fund's existing policy (except the Growth
Opportunities Fund's policy) states that repurchase agreements and acquisitions
of certain debt securities will not be considered loans. If the proposed
fundamental policy is approved, the existing policy relating to loans would be
revised for each of the Funds. The revised policy would state that a Fund may
not:

"make loans, except to the extent consistent with the Investment Act of
1940, as amended, and the rules and regulations thereunder, as they may
be interpreted or modified from time to time by regulatory authority,
or as may otherwise be permitted from time to time by regulatory
authority."

This proposed policy is substantially similar to the existing policy of
the Growth Opportunities Fund. It provides no limitations on the lending of
portfolio securities other than those imposed by the 1940 Act and applicable
regulatory authority. Aside from providing increased flexibility with respect to
the

-18-

lending of portfolio securities, the proposed policy is also substantially
similar to the existing policy of each of the SmallCap Growth Fund, the Value
Opportunities Fund, the Growth Fund, the Tax-Free Minnesota Fund, the Tax-Free
National Fund, and the U.S. Government Securities Fund. Those policies
explicitly exclude repurchase agreements from the prohibition on loans. However,
while a repurchase agreement may be seen as a loan by the fund secured by the
security subject to the repurchase agreement, repurchase agreements are not
generally considered "loans" under the 1940 Act. Thus, the proposed policy
implicitly excludes these agreements and securities by referring to the 1940 Act
and its interpretations.

When a Fund loans its portfolio securities, the Fund has the potential
to increase its current income while retaining the securities' potential for
capital appreciation. Such loans are at all times secured by cash or other
collateral and involve some risk to the Fund if the other party should default
on its obligation to return the securities or to make related payments. If the
other party should become involved in bankruptcy proceedings, it is possible
that the Fund may encounter a delay in recovery of or even a loss of rights in
the collateral.

If adopted by the shareholders of a Fund, this policy is not expected
to change the lending practices of a Fund or the risks associated with such
lending.

E. ELIMINATION OF THE FUNDAMENTAL POLICY REGARDING THE MORTGAGE
OF ASSETS.

(Hartford SmallCap Growth Fund and Hartford U.S. Government Securities
Fund)

The SmallCap Growth Fund and the U.S. Government Securities Fund
currently are subject to a fundamental policy providing that the Fund will not
"mortgage, pledge or hypothecate its assets, except in an amount not exceeding
10% of the value of its total assets to secure temporary or emergency
borrowing." If the shareholders of the Funds approve this proposal, the noted
policy will be eliminated for the Funds.

The existing policy was adopted by the Funds in response to state
regulatory requirements that no longer apply. Although neither of the Funds
currently intends to change its practices with respect to pledging or otherwise
encumbering its assets, HIFSCO believes it would be in the best interest of the
Funds to reserve the flexibility to permit the Funds to engage in these
practices to the extent permitted by applicable law.

Each of the Funds is currently subject to a non-fundamental investment
restriction prohibiting it from pledging, mortgaging or hypothecating its assets
except to the extent required to secure permitted borrowings. (This limitation
does not apply to, among other things, escrow arrangements or to margin
requirements for futures or related options.) Although this policy may be
changed or eliminated by the Board of Directors without shareholder approval,
the Board of Directors has no current intention of doing so. In addition, the
Funds' investment adviser has no current intention of proposing any such change
to the non-fundamental investment restrictions of the Funds.

Pledging or otherwise encumbering Fund assets entails certain risks.
For instance, a Fund could incur costs or encounter delays in recovering the
amounts pledged or, in the event of the insolvency of the pledgee, a Fund might
not be able to recover some or all of the pledged assets.

F. ELIMINATION OF THE FUNDAMENTAL POLICY REGARDING PARTICIPATION
IN SECURITIES TRADING ACCOUNTS.

(Hartford SmallCap Growth Fund and Hartford U.S. Government Securities
Fund)

The SmallCap Growth Fund and the U.S. Government Securities Fund
currently are subject to a fundamental policy providing that the Funds will not
"participate on a joint or a joint and several basis in any securities trading
account." If the shareholders of the Funds approve this proposal, the noted
policy will be eliminated for the Funds. This restriction is not required by
law, and none of the other funds in The Hartford Fund Family has adopted such a
restriction. Under certain circumstances, participation in joint trading
accounts may be beneficial to a Fund, resulting in potentially lower trading
costs and better execution. Participation in a joint trading account with
affiliated persons of a Fund would likely require exemptive relief from the
Securities and Exchange Commission.

Elimination of the existing policy would allow the Funds to participate
in joint or joint and several securities trading accounts with other affiliated
funds to the extent permissible under applicable law (including any exemptive
relief from the SEC).

G. ELIMINATION OF THE FUNDAMENTAL POLICY REGARDING CERTAIN
PURCHASES FROM AND SALES TO OFFICERS, DIRECTORS AND EMPLOYEES.

-19-

(Hartford SmallCap Growth Fund and Hartford U.S. Government Securities
Fund)

The SmallCap Growth Fund and the U.S. Government Securities Fund
currently are subject to a fundamental policy providing that the Funds will not
"purchase from or sell to any officer, director, or employee of the Fund, or its
adviser or underwriter, or any of their officers or directors, any securities
other than shares of the Fund's common stock." If the shareholders of the Funds
approve this proposal, the noted policy will be eliminated for the Funds. This
restriction is not required by law, and none of the other funds in The Hartford
Fund Family has adopted such a restriction. The restriction appears to be
intended simply to restate existing prohibitions under applicable law against
principal transactions between a Fund and certain affiliated persons.

H. ELIMINATION OF THE FUNDAMENTAL POLICY REGARDING SHORT SALES.

(Hartford SmallCap Growth Fund and Hartford U.S. Government Securities
Fund)

The SmallCap Growth Fund and the U.S. Government Securities Fund
currently are subject to a fundamental policy providing that the Funds will not:

"make short sales, except for sales 'against the box.' While a short
sale is made by selling a security the Fund does not own, a short sale
is 'against the box' to the extent that the Fund contemporaneously owns
or has the right to obtain securities identical to those sold short at
no added cost."

A short sale involves the sale of a security that is borrowed from a
broker or other institution to complete the sale. If the shareholders of the
Funds approve this proposal, the noted policy will be eliminated for the Funds,
thereby permitting the Funds to engage in short sales. The federal regulatory
requirement that a Fund segregate certain of its assets against its exposure to
short-sales places a practical limit on the number of short-sales a Fund may
enter into. (This segregation requirement does not apply to short sales against
the box.) The proposed change would provide the Funds with additional
flexibility in pursuit of their investment objectives and would bring their
fundamental investment policies in line with the other members of The Hartford
Fund Family.

A Fund's use of short sales involves certain risks, including potential
losses if the market price of the security sold short increases between the date
when the Fund enters into the short position and the date when the Fund closes
the short position. (Those losses could theoretically be unlimited in a case
where a Fund was unable, for whatever reason, to close out its short position.)
In addition, short positions may result in a loss if a portfolio strategy
involving short sales is otherwise unsuccessful.

Although the proposed elimination of this fundamental policy by the
Funds would allow them to engage in short sales, neither of the Funds currently
intends to do so. Each of the Funds is currently subject to a non-fundamental
investment restriction prohibiting it from selling securities short or
maintaining a short position, except for short sales against the box. Although
this policy may be changed or eliminated by the Board of Directors without
shareholder approval, the Board of Directors has no current intention of doing
so. In addition, the Funds' investment adviser has no current intention of
proposing any such change to the non-fundamental investment restrictions of the
Funds.

I. REVISION TO THE FUNDAMENTAL POLICIES REGARDING THE
BORROWING OF MONEY, ISSUING OF SENIOR SECURITIES AND
PURCHASING SECURITIES ON MARGIN.

-20-

If this proposal is approved by the shareholders of a Fund, the Fund's
fundamental policies relating to the borrowing of money and issuance of senior
securities will be combined to read as follows, and its restriction on
purchasing securities on margin, if any, will be eliminated:

"The Fund will not borrow money or issue any class of senior
securities, except to the extent consistent with the Investment Company
Act of 1940, as amended, and the rules and regulations thereunder,
as they may be interpreted or modified from time to time by regulatory
authority, or as may otherwise be permitted from time to time by
regulatory authority."

Each Fund (except for the Growth Opportunities Fund and the U.S.
Government Securities Fund), is subject to a fundamental policy prohibiting the
Fund from borrowing money (1) except on short-term credit that it needs for
clearance of securities transactions and (2) except from a bank as a temporary
measure to facilitate redemptions (but not for leveraging or investment) in an
amount that does not exceed 10% of the value of the Fund's total assets. These
same Funds may not purchase any investment securities while outstanding bank
borrowings (including 'roll' transactions) exceed 5% of the value of the Fund's
total assets. The U.S. Government Securities Fund is subject to a fundamental
policy prohibiting it from borrowing money except from banks for temporary or
emergency purposes in an amount not exceeding 5% of the value of its total
assets. The Growth Opportunities Fund is subject to a fundamental policy
prohibiting it from borrowing money and issuing senior securities, except as
permitted under the 1940 Act. Each of the Funds (except the Growth Opportunities
Fund) is also prohibited from purchasing securities on margin and issuing
"senior securities," which prohibitions are generally viewed as limiting the
degree to which a Fund may use leverage.

The 1940 Act generally permits a mutual fund to borrow money in an
amount equal to one-third of its total assets, including the amount borrowed.
This proposal is recommended to give a Fund the flexibility to borrow up to that
legal limit and to standardize the fundamental policies regarding borrowing for
all of the funds of The Hartford Fund Family.

The change would afford a Fund increased flexibility to borrow money
for administrative purposes, including satisfying redemptions of the Fund's
shares. This may minimize situations in which the Fund is forced to sell
portfolio securities, at possibly disadvantageous prices, in order to satisfy
redemption requests.

The proposed policy would also permit a Fund to borrow money for the
purpose of investing in additional securities, although each Fund has no present
intention of doing so. This practice, known as "leverage," would increase a
Fund's market exposure and its risk. When a Fund has borrowed money for leverage
and its investments increase or decrease in value, the Fund's net asset value
will normally increase or decrease more than if it had not borrowed money. The
Fund would also incur interest expense on borrowed money. The extent to which a
Fund borrows money and the amount it may borrow depends, in part, on market
conditions and interest rates. Successful use of leverage would depend on the
investment adviser's ability to predict market movements correctly.

Each of the Funds is currently subject to a non-fundamental investment
restriction prohibiting it from purchasing any security on margin (except that a
Fund may obtain such short-term credit as may be necessary for the clearance of
purchases and sales of portfolio securities). That policy does not apply to
margin arrangements in connection with futures contracts or related options. In
addition, each Fund is subject to a non-fundamental policy prohibiting it from
purchasing securities while outstanding borrowings exceed 5% of its total
assets. Although these policies may be changed or eliminated by the Board of
Directors without shareholder approval, the Board of Directors has no current
intention of doing so. In addition, the Funds' investment adviser has no current
intention of proposing any such change to the non-fundamental investment
restrictions of the Funds.

J. ELIMINATION OF THE FUNDAMENTAL POLICY REGARDING THE PURCHASE
OF SECURITIES OF ISSUERS WHOSE OFFICERS OR DIRECTORS OWN
CERTAIN BENEFICIAL AMOUNTS.

(Hartford U.S. Government Securities Fund)

-21-

The U.S. Government Securities Fund is subject to a fundamental policy
prohibiting the Fund from "[p]urchas[ing] or retain[ing] the securities of any
issuer, if, to the Fund's knowledge, those officers or directors of the Fund or
of its investment adviser who individually own beneficially more than .5% of the
outstanding securities of such issuer, together owned beneficially more than 5%
of such outstanding securities." If this proposal is approved by the
shareholders of the Fund, the policy will be eliminated, thereby permitting the
Fund to purchase or retain such securities.

This policy was adopted by the Fund in response to state regulatory
requirements which no longer apply. Although the Fund does not currently intend
to change its current practices, the proposal is recommended to reserve the
flexibility of the Fund to engage in these practices to the extent permitted by
applicable law. The proposal is also recommended in order to conform the
fundamental policies of this Fund to those of The Hartford Fund Family.

K. ELIMINATION OF THE FUNDAMENTAL POLICY REGARDING INVESTMENT IN
PUTS AND CALLS.

(Hartford U.S. Government Securities Fund)

The U.S. Government Securities Fund is subject to a fundamental policy
prohibiting the Fund from investing in puts or calls. If this proposal is
approved by the shareholders of the Fund, the policy will be eliminated, thereby
permitting the Fund to invest in puts and calls.

This policy was adopted by the Fund in response to state regulatory
requirements which no longer apply. Although the Fund does not currently intend
to change its practices with respect to purchasing or writing puts or calls, the
proposal is recommended to reserve the flexibility of the Fund to engage in
these practices to the extent permitted by applicable law. The proposal is also
recommended in order to conform the fundamental policies of this fund to those
of The Hartford Fund Family.

A "put" option gives the purchaser, in return for the payment of the
option premium, the right to sell a security to the issuer of the option at a
specified exercise price prior to the expiration of the option. A "call" option
gives the purchaser, in return for the payment of the option premium, the right
to purchase a security from the issuer of the option at a specified exercise
price prior to expiration of the option.

Investing in puts or calls entails certain risks. The Fund may wish to
purchase puts or calls to hedge against an increase in the price of securities
that the Fund wishes to buy or to protect portfolio holdings against a decline
in a security's market value or to increase its investment return. In order for
a put or call to be profitable, the market price of the underlying security must
increase or decrease (depending on the type of put or call) sufficiently to
cover the premium and transaction costs the Fund must pay. These costs will
reduce any profit the Fund might have realized had it purchased or sold the
underlying security instead of purchasing the put or call. Similarly, a Fund may
write puts or calls to hedge against fluctuations in market value or to earn
additional income. When a fund writes a call option, it gives up the right to
any appreciation in the value of the underlying security over the exercise
price. When a fund writes a put option, it takes the risk that it will be
required to purchase the underlying security at a price above its market price
at the time of exercise. Use of puts or calls may result in losses to a Fund if
the Fund administrator incorrectly predicts market movements or other events, or
if changes in the prices of the puts or calls and of the securities the subject
of a hedge do not correlate as anticipated.

L. ELIMINATION OF THE FUNDAMENTAL POLICY REGARDING INVESTMENTS IN
REPURCHASE AGREEMENTS.

(Hartford U.S. Government Securities Fund)

The U.S. Government Securities Fund is subject to a fundamental policy
prohibiting the Fund from investing more than 10% of its total assets in
repurchase agreements maturing in more than seven days. If this proposal is
approved by the shareholders of the Fund, the policy will be eliminated, thereby
permitting the Fund to invest more than 10% of its total assets in repurchase
agreements maturing in more than seven days.

The proposal is recommended because the restriction is not required by
law and its elimination will assist in conforming the fundamental policies of
this Fund to those of The Hartford Fund Family.

When a Fund enters into a repurchase agreement, it purchases a security
and simultaneously enters into an agreement to resell the security to the
counterparty for the same price plus an amount representing interest for the
term of the agreement. A repurchase agreement may be seen as a loan by the Fund
secured by the security subject to the repurchase agreement. Repurchase
agreements carry the risk that the seller will default and the market value of
the underlying security will have declined below the resale price.

-22-

While the investment advisor will monitor investments in repurchase agreements
to ensure that the value of the underlying security will be at least equal at
all times to the total amount of the repurchase obligation, there is no
guarantee that, upon a default by the seller, the Fund would not realize a loss
on the sale of the underlying security. A later maturity date for the agreement
theoretically increases the credit risk to which the Fund is exposed under the
repurchase agreement. In addition, repurchase agreements maturing in more than
seven days may be seen to be illiquid investments. However, such investments
will be subject to limitations otherwise applicable to a Fund limiting the
Fund's ability to hold illiquid investments. The staff of the Securities and
Exchange Commission currently takes the position that an open-end investment
company may not invest more than 15% of its assets in illiquid investments.

M. ELIMINATION OF THE FUNDAMENTAL POLICY REGARDING INVESTMENT
GRADE MUNICIPAL SECURITIES.

(Hartford Tax-Free Minnesota Fund and the Hartford Tax-Free National
Fund)

The Tax-Free Minnesota Fund and the Tax-Free National Fund are each
subject to a fundamental policy requiring that at least 90% of the municipal
securities purchased by the Fund be of "investment grade" quality. If this
proposal is approved by the shareholders of each Fund, the policy will be
eliminated, thereby permitting the Fund to purchase a greater number of
municipal securities that are below investment grade.

Securities rated within the four highest rating categories (e.g.,
"Aaa", "Aa", "A" or "Baa" by Moody's Investors Service, Inc. or "AAA", "AA", "A"
or "BBB" by Standard & Poor's Ratings Services) (or, if unrated, securities of
comparable quality as determined by a Fund's investment manager) are generally
referred to as "investment grade" securities. Securities rated below investment
grade are commonly referred to as "high yield-high risk debt securities" or
"junk bonds". These securities are considered to be of poor standing and
predominantly speculative. If a Fund were to increase its holdings of municipal
securities that were below investment grade, the Fund would be subject to a
greater risk of loss on its investment.

The proposed elimination of this fundamental policy by the Funds would
provide the Funds with additional flexibility in pursuit of their investment
objectives. Neither Fund, however, currently intends to change its investment
strategy with respect to the purchase of municipal securities that are below
investment grade.

There are special risks associated with investment in high-yield,
lower-grade debt securities. The credit risks of a fund that invests in
lower-grade securities are higher than those of funds that buy only investment
grade securities. Lower-grade debt securities may be subject to greater market
fluctuations and greater risks of loss of income and principal than
investment-grade debt securities. Securities that are (or that have fallen)
below investment grade are exposed to a greater risk that the issuers of those
securities might not meet their debt obligations. These risks can reduce the
Fund's share prices and the income it earns.

While investment grade securities are subject to risks of non-payment
of interest and principal, generally, higher yielding, lower-grade bonds,
whether rated or unrated, have greater risks than investment grade securities.
The market for lower-grade securities may be less liquid, especially during
times of general economic distress, and therefore they may be harder to sell at
an acceptable price.

RECOMMENDED SHAREHOLDER ACTION AND REQUIRED VOTE. The Directors
recommend that shareholders vote for each proposed revision to or elimination of
the Funds' fundamental investment policies (Proposals II.A. - II.M.). Approval
by a Fund of each of the foregoing proposals requires the affirmative vote of a
"majority of the outstanding voting securities" of that Fund (as defined in the
1940 Act), which means the affirmative vote of the lesser of (1) more than 50%
of the outstanding shares of the Fund or (2) 67% or more of the shares of the
Fund present at a meeting if more than 50% of the outstanding shares of the Fund
are represented at the meeting in person or by proxy. Abstentions and broker
non-votes will have the effect of negative votes on each matter set out in this
Proposal II. Approval by the shareholders of any individual Fund of any of the
individual items of this Proposal II will be effective regardless of the outcome
of shareholder voting for that Fund in connection with Proposal I or any of the
other items of this Proposal II.

III. MISCELLANEOUS

SHARE OWNERSHIP INFORMATION. To the knowledge of each Company, as of
April [ ], 2002, the Board of Directors of the Company and the officers of the
Company, as a group, owned less than 1% of the outstanding shares of each Fund.

As of April [ ], 2002, no person to the knowledge of Fortis Securities
owned of record or beneficially more than 5% of the shares of Fortis Securities.
To the knowledge of Hartford Mutual Funds II, as of April [ ], 2002, no person
owned of record or beneficially more than 5% of the outstanding shares of any of
a class of shares of a Fund, other than the following:

-23-

<Table>
<Caption>
Class L Class M Class N Class H Class Z Class E
------- ------- ------- ------- ------- -------

TAX-FREE MINNESOTA FUND
- -----------------------

Ervin Ruschmeyer
Amanda Ruschmeyer JT WROS
Gibbon, MN

Ruth R. Gillespie
Pine City, MN

Betty Mae Nelson TOD
Bellingham, MN

Elsie M. Krostrue TOD
Bemidji, MN

Kenneth Clambey TTEE
Winifred Clambey TTEE
FBO Kenneth Clambey Living Trust
Fergus Falls, MN

Mildred J. Daily TOD
Grand Forks, MN

Thomas L. Blanchette TOD
Medina, MN

Jerome R. & Sharon K. Bofferding
Maple Grove, MN

Donaldson Lufkin Jenrette Securities
Corporation, Inc.
Jersey City, NJ

Harvey Hagedorn TOD
Winnebago, MN

Theodore Pulasky
C/F Brandie L. Pearson UTMA
Donnelly, MN

Henry A. & Patricia E. Prchal
JTTEN
Young America, MN

Janice K. Teeple
Paul R. Peterson JT WROS
Raymond, MN

Catherine A. Estrem TOD
Maplewood, MN

Lyle W. Jahnke TOD
Olivia, MN
</Table>

-24-

<Table>
<Caption>
Class L Class M Class N Class H Class Z Class E
------- ------- ------- ------- ------- -------

Edward & Patronvilla Rauchwarter
JTWROS TOD
St. Paul, MN

Jean S. & John H. Bravis TTEE FBO
The Jean S. Bravis Trust
Minneapolis, MN

Ursella Abell
Roann, IN

Mary C. Jackson
Minneapolis, MN

Keith B. Magnuson
Crookston, MN

USBancorp Piper Jaffray
A/C 1008-3096
Minneapolis, MN

Robert W. Baird & Co. Inc.
A/C 5490-4736
Milwaukee, WI

TAX-FREE NATIONAL FUND
- ----------------------

US Bancorp Piper Jaffray, Inc.
C/F Mildred Granger
Grand Forks, ND

Harold M. Sales
TTEE FBO Florence E. Sales Trust
Englewood, CO

Anthony Ciccarino TOD
Amsterdam, NY

Wells Fargo Investments,
A/C #2126-6510
San Francisco, CA

Elvada M. Torsiello TOD
Amsterdam, NY

Sheldon Schram TOD
West Paterson, NJ
</Table>

-25-

<Table>
<Caption>
Class L Class M Class N Class H Class Z Class E
------- ------- ------- ------- ------- -------

Paine Webber
FBO Joan C. Steadman-Cook
Westerly, RI

Jeanie M. Chresos
Parma, OH

Ethel L. Robb TOD
Sheryl L. Abraham POA
Sandy, OR

Janice M. Karcht
James W. Kracht JTWROS
Coon Rapids, IA

Maurice T. Moler
TTEE FBO Maurice T. Moler Trust
c/o Sharon Kasey
Charleston, IL

USBancorp Piper Jaffray
Minneapolis, MN

Horace Snipes TOD
Mc Minnville, TN

Donaldson Lufkin Jenrette
Securities Corporation, Inc.
Jersey City, NJ
</Table>

QUORUM. The presence, either in person or by proxy, of shareholders
owning a majority of shares of a Company entitled to vote at the Meeting shall
constitute a quorum with respect to that Company.

SEC FILINGS. Based on the records of Fortis Securities, the Company
believes that all SEC filing requirements applicable to its Directors and
officers pursuant to Section 16(a) of the Securities Exchange Act of 1934, as
amended, with respect to the Company's fiscal year ending July 31, 2001, were
satisfied.

OTHER BUSINESS. The Boards of Directors know of no other business to be
brought before the Meeting. However, if any other matters properly come before
the Meeting, it is each Board's intention that proxies that do not contain
specific restrictions to the contrary will be voted on such matters in
accordance with the best judgment of the persons named as proxies in the
enclosed form of proxy card.

SOLICITATION OF PROXIES. In addition to the solicitation of proxies by
mail, the Boards of Directors and employees of HIFSCO or its affiliates may
solicit proxies in person or by telephone. Hartford Mutual Funds II has
retained [_________________________], to aid in the solicitation of proxies.
The costs of retaining [________] and other expenses incurred in connection
with the solicitation of proxies, other than expenses in connection with
solicitation by the employees of HIFSCO, will be borne by The Hartford. The
anticipated cost associated with the solicitation of proxies by [________] is
$[______].

ADJOURNMENT. In the event a quorum is not obtained or that sufficient
votes in favor of the proposals set forth in the accompanying Notice are not
received by the time scheduled for the Meeting, the persons named as proxies may
propose one or more adjournments of the Meeting for a reasonable time after the
date set for the original Meeting to permit further solicitation of proxies with
respect to any such proposals. In addition, if, in the judgment of the persons
named as proxies, subsequent developments make it advisable to defer action on
any proposal, the persons named as proxies may propose one or more adjournments
of the Meeting for a reasonable time in order to defer action on the proposal as
they deem advisable. For Hartford Mutual Funds II, any adjournment will require
a vote in favor of the adjournment by the holders of a majority of the votes
cast on the question in person or by proxy at the Meeting (or any adjournment of
the Meeting). For Fortis Securities, any adjournment will require a vote in
favor of the adjournment by the holders of a majority of the shares present in
person or by proxy at the Meeting (or any

-26-

adjournment of the Meeting). The costs of any additional solicitation of proxies
and of any adjourned session with regard to a proposal will be borne by
[______ ] (see "Solicitation of Proxies" above).

TABULATION OF VOTES. Votes cast by proxy or in person at the Meeting
will be counted by one or more persons appointed by the President of the
Companies to act as tellers for the Meeting. The tellers will count the total
number of votes cast "FOR" the proposals for purposes of determining whether
sufficient affirmative votes have been cast. The tellers will count shares
represented by proxies that withhold authority to vote or that reflect
abstentions or "broker non-votes" (i.e., shares held by brokers or nominees as
to which (i) instructions have not been received from the beneficial owners or
persons entitled to vote and (ii) the broker or nominee does not have the
discretionary voting power on a particular matter) as shares that are present
and entitled to vote on the matter for purposes of determining the presence of a
quorum.

DATE FOR RECEIPT OF SHAREHOLDERS' PROPOSALS FOR SUBSEQUENT MEETINGS OF
SHAREHOLDERS. The Charter of the Hartford Mutual Funds II does not provide for
annual meetings of shareholders, and the Company does not currently intend to
hold such a meeting in 2002. Shareholder proposals for inclusion in the
Company's proxy statement for any subsequent meeting must be received by the
Company a reasonable period of time prior to any such meeting.

With respect to Fortis Securities, proposals of shareholders intended
to be presented at the 2002 annual shareholders' meeting must be received at the
Company's offices by July 15, 2002, in order to be considered for inclusion in
the Company's proxy statement and form of proxy for the 2002 annual meeting.

-27-

APPENDIX A

The following tables outline the proposed changes in the fundamental
policies for each Fund, stating the current policy and the proposed revised
policy.

THE HARTFORD TAX-FREE MINNESOTA FUND
THE HARTFORD TAX-FREE NATIONAL FUND

PROPOSAL CURRENT POLICY REVISED POLICY
- ------------------------------------- ----------------------------------- -----------------------------------

II.A. Proposal to revise Neither Fund will "invest 25% or Neither Fund may "concentrate its
fundamental policy regarding more of its total assets in investment in a particular
investment concentrations within a limited obligation bonds payable industry, except to the extent
particular industry. only from revenues derived from consistent with the Investment
facilities or projects within a Company Act of 1940, as amended,
single industry. (Municipal and the rules and regulations
bonds refunded with U.S. thereunder, as they may be
Government securities will be interpreted or modified from time
treated as investment in U.S. to time by regulatory authority,
Government securities and are not or as may otherwise be permitted
subject to this limitation.)" from time to time by regulatory
authority. (Tax exempt securities
other than those backed only by
the assets and revenues of
non-governmental issuers are not
subject to this requirement.)"

II.B. Proposal to revise Neither Fund will "invest directly Neither Fund will "purchase or sell
fundamental policy regarding in real estate or interests in real real estate unless acquired as a
investments in real estate or estate; however, the Funds may result of ownership of securities or
interests therein. invest in interests in debt other instruments, although it may
securities secured by real estate or purchase securities secured by real
interests therein, or debt estate or interests therein, or
securities issued by companies which securities issued by companies which
invest in real estate or interests invest in real estate or interests
therein." therein."

II.C. Proposal to revise Neither Fund will "purchase or sell Neither Fund will "purchase or sell
fundamental policy regarding physical commodities (such as commodities or commodity contracts,
purchases and sales of commodities grains, livestock, etc.) or futures except that [each] Fund may purchase
and commodities contracts. or options contracts thereon; or sell financial futures contracts,
however, the Funds may purchase or options on financial futures
sell any forms of financial contracts, and futures contracts,
instruments or contracts that might forward contracts, and options with
be deemed commodities." respect to foreign currencies, and
may enter into swap transactions or
other financial transactions of any
kind, and except as required in
connection with otherwise
permissible options, futures, and
commodity activities as described
elsewhere in the Fund's Prospectus
or Statement of Additional
Information at the time."
</Table>

-28-

THE HARTFORD TAX-FREE MINNESOTA FUND
THE HARTFORD TAX-FREE NATIONAL FUND
(cont'd)

PROPOSAL CURRENT POLICY REVISED POLICY
- ------------------------------------- ----------------------------------- -----------------------------------

II.D. Proposal to revise Neither Fund will "make loans to Neither Fund will "make loans,
fundamental policy regarding the other persons, except that it may except to the extent consistent
making of loans to other persons. lend its portfolio securities in with the Investment Company Act
an amount not to exceed 33 1/3 % of 1940, as amended, and the
of the value of its total assets rules and regulations thereunder,
(including the amount lent) if as they may be interpreted or
such loans are secured by modified from time to time by
collateral at least equal to the regulatory authority, or as may
market value of the securities otherwise be permitted from time
lent, provided that such to time by regulatory authority."
collateral shall be limited to
cash, securities issued or
guaranteed by the U.S.
Government or its agencies or
instrumentalities, certificates
of deposit or other high-grade,
short-term obligations or
interest-bearing cash equivalents.
Loans shall not be deemed to
include repurchase agreements or
the purchase or acquisition of a
portion of an issue of notes,
bonds, debentures, or other debt
securities, whether or not such
purchase or acquisition is made
upon the original issuance of
the securities. ('Total assets' of
a Fund includes the amount
lent as well as the collateral
securing such loans.)"
</Table>

-29-

THE HARTFORD TAX-FREE MINNESOTA FUND
THE HARTFORD TAX-FREE NATIONAL FUND
(cont'd)

PROPOSAL CURRENT POLICY REVISED POLICY
- ------------------------------------- ----------------------------------- -----------------------------------

II.I. Proposal to revise fundamental Neither Fund will "purchase Neither Fund will "borrow money or
policy regarding the borrowing of securities on margin or otherwise issue any senior security, except
money, issuing of senior securities borrow money or issue senior to the extent consistent with the
and purchasing securities on margin. securities, except that the Fund, Investment Company Act of 1940, as
in accordance with its investment amended, and the rules and
objectives and policies, may regulations thereunder, as they
purchase securities on a may be interpreted or modified from
when-issued, delayed delivery, or time to time by regulatory
forward commitment basis (including authority, or as may otherwise be
the entering into of "roll" permitted from time to time by
transactions). The Fund may also regulatory authority."
obtain such short-term credit as it
needs for the clearance of
securities transactions, and may
borrow from a bank as a temporary
measure to facilitate redemptions
(but not for leveraging or
investment) in an amount that does
not exceed 10% of the value of the
Fund's total assets. Investment
securities will not be purchased
while outstanding bank borrowings
(including "roll" transactions)
exceed 5% of the value of the
Fund's total assets."

II.M. Proposal to eliminate "At least 90% of the municipal The current policy will be
fundamental policy regarding securities purchased by [each eliminated.
investment grade municipal Fund] will be of 'investment
securities. grade' quality."
</Table>

-30-

THE HARTFORD GROWTH FUND
THE HARTFORD VALUE OPPORTUNITIES FUND

PROPOSAL CURRENT POLICY REVISED POLICY
- ------------------------------------- ----------------------------------- -----------------------------------

II.A. Proposal to revise Neither Fund will "concentrate Neither Fund will "concentrate
fundamental policy regarding its investments, that is, invest its investment in a particular
investment concentrations within a more than 25% of the value of its industry, except to the extent
particular industry. assets in any particular consistent with the Investment
industry." Company Act of 1940, as amended,
and the rules and regulations
thereunder, as they may be
interpreted or modified from time
to time by regulatory authority,
or as may otherwise be permitted
from time to time by regulatory
authority."

II.B. Proposal to revise Neither Fund will "invest Neither Fund will "purchase or
fundamental policy regarding directly in real estate or sell real estate unless acquired
investments in real estate or interests in real estate; as a result of ownership of securities
interests therein. however, the Funds may invest or other instruments, although it
in interests in real estate may purchase securities secured
investment trusts, debt by real estate or interests therein, or
securities secured by real securities issued by companies
estate or interests therein, which invest in real estate or
or debt or equity securities interests therein."
issued by companies which
invest in real estate or
interests therein."

II.C. Proposal to revise Neither Fund will "purchase or Neither Fund will "purchase or
fundamental policy regarding sell physical commodities sell commodities or commodity
purchases and sales of (such as grains, livestock, contracts, except that the
commodities and commodities etc.) or futures or options Fund may purchase or sell
contracts. contracts thereon; however, financial futures contracts,
the Funds may purchase or sell options on financial futures
any forms of financial contracts, and futures
instruments or contracts that contracts, forward contracts,
might be deemed commodities." and options with respect to
foreign currencies, and may
enter into swap transactions
or other financial
transactions of any kind, and
except as required in
connection with otherwise
permissible options, futures,
and commodity activities as
described elsewhere in the
Fund's Prospectus or Statement
of Additional Information at
the time."

II.D. Proposal to revise Neither Fund will "make loans Neither Fund will "make loans,
fundamental policy regarding to other persons, except that except to the extent
the making of loans to other it may lend its portfolio consistent with the Investment
persons. securities in an amount not to Company Act of 1940, as
exceed 33 1/3% of the value of amended, and the rules and
the Fund's total assets regulations thereunder, as
(including the amount lent) if they may be interpreted or
such loans are secured by modified from time to time by
collateral at least equal to regulatory authority, or as
the market value of the may otherwise be permitted
securities lent, provided that from time to time by
such collateral regulatory authority."
</Table>

-31-

THE HARTFORD GROWTH FUND
THE HARTFORD VALUE OPPORTUNITIES FUND
(cont'd)

PROPOSAL CURRENT POLICY REVISED POLICY
- ------------------------------------- ----------------------------------- -----------------------------------

shall be limited to cash,
securities issued or guaranteed by
the U.S. Government or its agencies
or instrumentalities, certificates
of deposit or other high-grade,
short term obligations or
interest-bearing cash equivalents.
Loans shall not be deemed to
include repurchase agreements or
the purchase or acquisition of a
portion of an issue of notes,
bonds, debentures, or other debt
securities, whether or not such
purchase or acquisition is made
upon the original issuance of the
securities. (`Total assets' of the
Fund includes the amount lent as
well as the collateral securing
such loans.)"

II.I. Proposal to revise Neither Fund will "purchase Neither Fund will "borrow money or
fundamental policies regarding securities on margin or issue any senior security, except to
the borrowing of money, issuing otherwise borrow money, except the extent consistent with the
of senior securities and that the Fund, in accordance Investment Company Act of 1940, as
purchasing securities on margin. with its investment objectives amended, and the rules and
and policies, may purchase regulations thereunder, as
securities on a when-issued, they may be interpreted or
delayed delivery, or forward modified from time to time by
commitment basis, and may make regulatory authority, or as
margin deposits in connection may otherwise be permitted
with dealing in commodities or from time to time by
options thereon. The Fund may regulatory authority."
also obtain such short-term
credit as it needs for the
clearance of securities
transactions, and may borrow
from a bank as a temporary
measure to facilitate
redemptions (but not for
leveraging or investment) an
amount that does not exceed
10% of the value of the Fund's
total assets. Investment
securities will not be
purchased while outstanding
borrowings (including 'roll'
transactions) exceed 5% of the
value of the Fund's total
assets."

Neither Fund will "issue
senior securities (as defined
in the 1940 Act) other than as
set forth in [the restriction]
concerning borrowing and
except to the extent that
using options and futures
contracts or purchasing or
selling securities on a when
issued, delayed delivery, or
forward commitment basis
(including the entering into
of roll transactions) may be
deemed to constitute issuing a
senior security."
</Table>

-32-

THE HARTFORD GROWTH OPPORTUNITIES FUND

PROPOSAL CURRENT POLICY REVISED POLICY
- ------------------------------------- ----------------------------------- -----------------------------------

II.A. Proposal to revise The Fund will not "concentrate its The Fund will not "concentrate its
fundamental policy regarding investment in a particular investment in a particular
investment concentrations within a industry, as that term is used in industry, except to the extent
particular industry. the Investment Company Act of 1940, consistent with the Investment
as amended, and as interpreted or Company Act of 1940, as amended,
modified from time to time by any and the rules and regulations
regulatory authority having thereunder, as they may be
jurisdiction. For purposes of this interpreted or modified from time
limitation, the U.S. Government, to time by regulatory authority, or
and state or municipal governments as may otherwise be permitted from
and their political subdivisions time to time by regulatory
are not considered members of any authority."
industry."

II.B. Proposal to revise The Fund will not "purchase or sell The Fund will not "purchase or sell
fundamental policy regarding real estate unless acquired as a real estate unless acquired as a
investments in real estate or result of ownership of securities result of ownership of securities
interests therein. or other instruments, but this or other instruments, although it
shall not prevent the Fund from may purchase securities secured by
investing in securities or other real estate or interests therein,
instruments backed by real estate or securities issued by companies
or interests therein or in which invest in real estate or
securities of companies that deal interests therein."
in real estate or mortgages."

II.C. Proposal to revise The Fund will not "purchase The Fund will not "purchase or sell
fundamental policy regarding physical commodities or contracts commodities or commodity contracts,
purchases and sales of commodities relating to physical commodities." except that the Fund may purchase
and commodities contracts. or sell financial futures
contracts, options on financial
futures contracts, and futures
contracts, forward contracts, and
options with respect to foreign
currencies, and may enter into swap
transactions or other financial
transactions of any kind, and
except as required in connection
with otherwise permissible options,
futures, and commodity activities
as described elsewhere in the
Fund's Prospectus or Statement of
Additional Information at the time."

II.D. Proposal to revise The Fund will not "make loans The Fund will not "make loans,
fundamental policy regarding the except as permitted under the except to the extent consistent
making of loans to other persons. Investment Company Act of 1940, as with the Investment Company Act of
amended, and as interpreted or 1940, as amended, and the rules and
modified from time to time by any regulations thereunder, as they
regulatory authority having may be interpreted or modified from
jurisdiction." time to time by regulatory
authority, or as may otherwise be
permitted from time to time by
regulatory authority."
</Table>

-34-

THE HARTFORD GROWTH OPPORTUNITIES FUND
(cont'd)

PROPOSAL CURRENT POLICY REVISED POLICY
- ------------------------------------- ----------------------------------- -----------------------------------

II.I. Proposal to revise fundamental The Fund will not "borrow money or The Fund will not "borrow money or
policies regarding the borrowing of issue senior securities, except as issue any senior security, except
money, issuing of senior securities permitted under the Investment to the extent consistent with the
and purchasing securities on margin. Company Act of 1940, as amended, Investment Company Act of 1940, as
and as interpreted or modified from amended, and the rules and
time to time by any regulatory regulations thereunder, as they
authority having jurisdiction." may be interpreted or modified from
time to time by regulatory
authority, or as may otherwise be
permitted from time to time by
regulatory authority."
</Table>

-35-

THE HARTFORD SMALLCAP GROWTH FUND

PROPOSAL CURRENT POLICY REVISED POLICY
- ------------------------------------- ----------------------------------- -----------------------------------

II.A. Proposal to revise The Fund will not "concentrate The Fund will not "concentrate
fundamental policy regarding its investments in any particular its investment in a particular
investment concentrations within a industry, except that (i) it may industry, except to the extent
particular industry. invest up to 25% of the value of consistent with the Investment
its total assets in any Company Act of 1940, as amended,
particular industry, and (ii) and the rules and regulations
there is no limitation with thereunder, as they may be
respect to investments in interpreted or modified from time
obligations issued or guaranteed to time by regulatory authority,
by the U.S. Government or its or as may otherwise be permitted
agencies and instrumentalities, from time to time by regulatory
or obligations of domestic authority."
commercial banks. As to utility
companies, gas, electric, water
and telephone companies will be
considered as separate
industries. As to finance
companies, the following
categories will be considered as
separate industries: (a) captive
automobile finance, such as
General Motors Acceptance Corp.
and Ford Motor Credit Corp.; (b)
captive equipment finance
companies, such as Honeywell
Finance Corporation and General
Electric Credit Corp.; (c)
captive retail finance companies,
such as Macy Credit Corp. and
Sears Roebuck Acceptance Corp.;
(d) consumer loan companies, such
as Beneficial Finance Corporation
and Household Finance
Corporation; (e) diversified
finance companies such as CIT
Financial Corp., Commercial
Credit Corporation and Borg
Warner Acceptance Corp.; and (f)
captive oil finance companies,
such as Shell Credit, Inc., Mobil
Oil Credit Corp. and Texaco
Financial Services, Inc."

II.B. Proposal to revise The Fund will not "invest in real The Fund will not "purchase or
fundamental policy regarding estate, except the Fund may invest sell real estate unless acquired
investments in real estate or in securities issued by companies as a result of ownership of
interests therein. owning real estate or interests securities or other instruments,
therein." although it may purchase
securities secured by real estate
or interests therein, or
securities issued by companies
which invest in real estate or
interests therein."
</Table>

-36-

THE HARTFORD SMALLCAP GROWTH FUND
(cont'd)

PROPOSAL CURRENT POLICY REVISED POLICY
- ------------------------------------- ----------------------------------- -----------------------------------

II.C. Proposal to revise The Fund will not "invest in The Fund will not "purchase or
fundamental policy regarding commodities or commodity sell commodities or commodity
purchases and sales of commodities contracts, other than for hedging contracts, except that the Fund
and commodities contracts. purposes only." may purchase or sell financial
futures contracts, options on
financial futures contracts,
and futures contracts, forward
contracts, and options with
respect to foreign currencies,
and may enter into swap
transactions or other
financial transactions of any
kind, and except as required
in connection with otherwise
permissible options, futures,
and commodity activities as
described elsewhere in the
Fund's Prospectus or Statement
of Additional Information at
the time."

II.D. Proposal to revise The Fund will not "make loans to The Fund will not "make loans,
fundamental policy regarding the other persons. Repurchase except to the extent consistent
making of loans to other persons. agreements, the lending of with the Investment Company Act
securities and the acquiring of of 1940, as amended, and the
debt securities in accordance rules and regulations thereunder,
with the Prospectus and Statement as they may be interpreted or
of Additional Information are not modified from time to time by
considered to be 'loans' for this regulatory authority, or as may
purpose." otherwise be permitted from time
to time by regulatory authority."

II.E. Proposal to eliminate The Fund will not "mortgage, The current policy will be
fundamental policy regarding the pledge or hypothecate its assets, eliminated.
mortgage of assets. except in an amount not exceeding
10% of the value of its total
assets to secure temporary or
emergency borrowing."

II.F. Proposal to eliminate The Fund will not "participate on The current policy will be
fundamental policy regarding a joint or a joint and several eliminated.
participation in securities trading basis in any securities trading
accounts. account."

II.G. Proposal to eliminate The Fund will not "purchase from The current policy will be
fundamental policy regarding or sell to any officer, director, eliminated.
certain purchases from and sales to or employee of the Company, or
officers, directors and employees. the Fund's adviser or
underwriter, or any of their
officers or directors, any
securities other than shares of
the Fund's common stock."

II.H. Proposal to eliminate The Fund will not "make short The current policy will be
fundamental policy regarding short sales, except for sales 'against eliminated.
sales. the box.' While a short sale is
made by selling a security the
Fund does not own, a short sale
is 'against the box' to the extent that
</Table>

-37-

THE HARTFORD SMALLCAP GROWTH FUND
(cont'd)

PROPOSAL CURRENT POLICY REVISED POLICY
- ------------------------------------- ----------------------------------- -----------------------------------

the Fund contemporaneously
owns or has the right to obtain
securities identical to those
sold short at no added cost."

II.I. Proposal to revise fundamental The Fund will not "purchase The Fund will not "borrow money or
policies regarding the borrowing of securities on margin or otherwise issue any senior security, except
money, issuing of senior securities borrow money or issue senior to the extent consistent with the
and purchasing securities on margin. securities, except that the Fund, Investment Company Act of 1940, as
in accordance with its investment amended, and the rules and
objectives and policies, may regulations thereunder, as they
purchase securities on a may be interpreted or modified from
when-issued and delayed delivery time to time by regulatory
basis, within the limitations set authority, or as may otherwise be
forth in the Prospectus and permitted from time to time by
Statement of Additional regulatory authority."
Information. The Fund may also
obtain such short-term credit as it
needs for the clearance of
securities transactions, and may
borrow from banks, for the account
of the Fund, as a temporary measure
to facilitate redemptions (but not
for leveraging or investment) an
amount that does not exceed 10% of
the value of the Fund's total
assets. No additional investment
securities may be purchased by the
Fund while outstanding borrowings
exceed 5% of the value of the
Fund's total assets."

</Table>

-38-

THE HARTFORD U.S. GOVERNMENT SECURITIES FUND

PROPOSAL CURRENT POLICY REVISED POLICY
- ------------------------------------- ----------------------------------- -----------------------------------

II.A. Proposal to revise The Fund will not "invest 25% or The Fund will not "concentrate its
fundamental policy regarding more of the value of its total investment in a particular
investment concentrations within a assets in the securities of issuers industry, except to the extent
particular industry. conducting their principal business consistent with the Investment
activities in the same industry, Company Act of 1940, as amended,
provided that this limitation does and the rules and regulations
not apply to securities issued, thereunder, as they may be
guaranteed, insured, or interpreted or modified from time
collateralized by the U.S. to time by regulatory authority, or
Government or its agencies or as may otherwise be permitted from
instrumentalities." time to time by regulatory
authority."

II.B. Proposal to revise The Fund will not "purchase or sell The Fund will not "purchase or sell
fundamental policy regarding real estate." real estate unless acquired as a
investments in real estate or result of ownership of securities
interests therein. or other instruments, although it
may purchase securities secured by
real estate or interests therein,
or securities issued by companies
which invest in real estate or
interests therein."

II.C. Proposal to revise The Fund will not "purchase or sell The Fund will not "purchase or sell
fundamental policy regarding commodities or commodity commodities or commodity contracts,
purchases and sales of commodities contracts." except that the Fund may purchase
and commodities contracts. or sell financial futures
contracts, options on financial
futures contracts, and futures
contracts, forward contracts, and
options with respect to foreign
currencies, and may enter into swap
transactions or other financial
transactions of any kind, and
except as required in connection
with otherwise permissible options,
futures, and commodity activities
as described elsewhere in the
Fund's Prospectus or Statement of
Additional Information at the
time."

II.D. Proposal to revise The Fund will not "make loans to The Fund will not "make loans,
fundamental policy regarding the other persons except to enter into except to the extent consistent
making of loans to other persons. repurchase agreements and except with the Investment Company
that the Fund may lend its Act of 1940, as amended, and the
portfolio securities if such loans rules and regulations thereunder,
are secured by collateral equal to as they may be interpreted or
at least the market value of the modified from time to time by
securities lent, provided that such regulatory authority, or as may
collateral shall be limited to otherwise be permitted from time
cash, securities issued or to time by regulatory authority."
guaranteed by
</Table>

-39-

THE HARTFORD U.S. GOVERNMENT SECURITIES FUND
(cont'd)

PROPOSAL CURRENT POLICY REVISED POLICY
- ---------------------------------- ----------------------------------- -----------------------------------

the U.S. Government or its
agencies or instrumentalities,
certificates of deposit or other
high-grade, short-term obligations or
interest-bearing cash equivalents, and
provided further that such loans may not
be made if, as a result, the aggregate of
such loans would exceed fifty percent of
the value of the Fund's total assets
excluding collateral securing such loans
taken at current value. The purchase of a
portion of an issue of publicly
distributed bonds, debentures, or other
debt securities will not be considered the
making of a loan. Fund assets may be
invested in repurchase agreements in
connection with interest bearing debt
securities which may otherwise be
purchased by the Fund, provided that the
Fund will not enter into repurchase
agreements if, as a result thereof, more
than 10% of the Fund's total assets valued
at the time of the transaction would be
subject to repurchase agreements maturing
in more than seven days."

II.E. Proposal to eliminate The Fund will not "mortgage, The current policy will be
fundamental policy regarding the pledge, or hypothecate its eliminated.
mortgage of assets. assets, except in an amount not
exceeding 10% of the value of its
total assets to secure temporary
or emergency borrowing."

II.G. Proposal to eliminate The Fund will not "purchase from The current policy will be
fundamental policy regarding or sell to any officer, director, eliminated.
certain purchases from and sales to or employee of the Fund, or its
officers, directors and employees. adviser or underwriter, or any of
their officers or directors, any
securities other than shares of
the Fund's common stock."

-40

THE HARTFORD U.S. GOVERNMENT SECURITIES FUND
(cont'd)

PROPOSAL CURRENT POLICY REVISED POLICY
- ---------------------------------- ----------------------------------- -----------------------------------

'against the box' to the extent that
the Fund contemporaneously owns or has the
right to obtain securities identical to
those sold short at no added cost."

II.I. Proposal to revise The Fund will not "borrow money, The Fund will not "borrow money
fundamental policies regarding the except from banks for temporary or issue any senior security,
borrowing of money, issuing of or emergency purposes in an except to the extent consistent
senior securities and purchasing amount not exceeding 5% of the with the Investment Company Act
securities on margin. value of its total assets." of 1940, as amended, and the
rules and regulations
The Fund will not "issue any thereunder, as they may be
senior securities as defined in interpreted or modified from
the 1940 Act." time to time by regulatory
authority, or as may otherwise
The Fund will not "purchase be permitted from time to time
securities on margin, except that by regulatory authority."
it may obtain such short-term
credits as may be necessary for
the clearance of purchases or
sales of securities."

II.J. Proposal to eliminate The Fund will not "purchase or The current policy will be
fundamental policy regarding the retain the securities of any eliminated.
purchase of securities of issuers issuer, if, to the Fund's
whose officers or directors own knowledge, those officers or
certain beneficial amounts. directors of the Fund or of its
investment adviser who individually own
beneficially more than 1/2 of 1% of the
outstanding securities of such issuer,
together owned beneficially more than 5%
of such outstanding securities."

II.K. Proposal to eliminate The Fund will not "invest in The current policy will be
fundamental policy regarding puts, calls, or combinations eliminated.
investment in puts and calls. thereof."

II.L. Proposal to eliminate The Fund will not "invest more The current policy will be
fundamental policy regarding than 10% of its total assets in eliminated.
investment in repurchase agreements. repurchase agreements maturing in
more than seven days."

</Table>

-41-

FORTIS SECURITIES, INC.

PROXY FOR JOINT SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE [ ], 2002

THIS PROXY IS SOLICITED ON BEHALF
OF THE BOARD OF DIRECTORS

The undersigned appoints David M. Znamierowski, Kevin J. Carr, Michael J.
Radmer, Scott R. Plummer, Tamara L. Fagely, and Robert W. Beltz, Jr. (the
"Proxies") or each of them with power to act without the other and with the
right of substitution in each, the proxies of the undersigned to vote all shares
of the Fund named above (the "Fund") held by the undersigned on April [ ], 2002,
at a Joint Special Meeting of Shareholders of the Fund, to be held at the
offices of Hartford Investment Financial Services, LLC, 200 Hopmeadow Street,
Simsbury, Connecticut, on June [ ], 2002, at 10:00 a.m. and at any adjournment
thereof, with all powers the undersigned would possess if present in person. All
previous proxies given with respect to the meeting are revoked.

The undersigned hereby acknowledge(s) receipt of a copy of the accompanying
Notice of Joint Special Meeting of Shareholders and the Proxy Statement with
respect thereto. This proxy may be revoked at any time before it is exercised.

THIS PROXY WILL BE VOTED AS INSTRUCTED ON THE MATTERS SET FORTH BELOW. IT IS
UNDERSTOOD THAT IF NO CHOICE IS SPECIFIED, THIS PROXY WILL BE VOTED IN
ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS. UPON ALL OTHER
MATTERS THE PROXIES SHALL VOTE ACCORDING TO THEIR BEST JUDGMENT. In their
discretion, the Proxies are each authorized to vote upon such other business as
may properly come before the meeting and any adjournments or postponements of
the meeting unless otherwise prohibited by the undersigned. If a nominee for
Director is unable to serve or will not serve, the persons named as Proxies may
vote all of the shares represented hereby for the election of such other person
as Fund management may designate. A shareholder wishing to vote in accordance
with the Board of Directors' recommendation need only sign and date this proxy
and return it in the envelope provided.

PLEASE VOTE, DATE AND SIGN ON REVERSE AND PROMPTLY RETURN THIS PROXY IN THE
ENCLOSED ENVELOPE.

HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?

- --------------------------------- ------------------------------------

PLEASE MARK VOTE IN BLUE OR BLACK INK AS IN THIS
EXAMPLE [X]

FORTIS SECURITIES, INC.

Mark box at right if an address change or comment
has been noted on the reverse side of this card [ ]

<Table>

I. To elect the following Nominees to the WITHHOLD FOR ALL
Board of Directors: FOR ALL ALL EXCEPT

1) David M. Znamierowski, 2) Phillip O. [ ] [ ] [ ]
Peterson, 3) Duane E. Hill, 4) William
Atchinson O'Neill, 5) Millard Handley Pryor,
Jr., 6) John Kelley Springer,
7) Lowndes Andrew Smith, 8) Winifred Ellen
Coleman and 9) Dr. Robert M. Gavin

To withhold authority to vote for any individual nominee mark the box "For
All Except" and write the nominee's number on the line below.

- -----------------------------
</Table>

Date
-------------------------------

Please sign exactly as name appears to the left. When signing as attorney,
executor, administrator, trustee, or guardian, please give full title as such.
If signing for a corporation, please sign in full corporate name by authorized
person. If a partnership, please sign in partnership name by authorized person.
Shareholder(s) signs here.

THE HARTFORD MUTUAL FUNDS II, INC.
The Hartford Tax-Free Minnesota Fund
The Hartford Tax-Free National Fund

PROXY FOR JOINT SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE [ ], 2002

THIS PROXY IS SOLICITED ON BEHALF
OF THE BOARD OF DIRECTORS

PLEASE VOTE, DATE AND SIGN ON REVERSE AND PROMPTLY RETURN THIS PROXY IN THE
ENCLOSED ENVELOPE.

HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?

- --------------------------------- ------------------------------------

PLEASE MARK VOTE IN BLUE OR BLACK INK AS IN THIS
EXAMPLE [X]

THE HARTFORD MUTUAL FUNDS II, INC.
The Hartford Tax-Free Minnesota Fund
The Hartford Tax-Free National Fund

Mark box at right if an address change or comment
has been noted on the reverse side of this card [ ]

<Table>

I. To elect the following Nominees to the WITHHOLD FOR ALL
Board of Directors: FOR ALL ALL EXCEPT

To withhold authority to vote for any individual nominee mark the box "For
All Except" and write the nominee's number on the line below.

- -----------------------------

II. To approve proposals to eliminate or FOR AGAINST ABSTAIN
revise certain fundamental investment
policies of the Funds.

A. Proposal to revise fundamental policy [ ] [ ] [ ]
regarding investment concentrations
within a particular industry.
</Table>

<Table>
<Caption>
For Against Abstain

B. Proposal to revise fundamental policy [ ] [ ] [ ]
regarding investments in real estate or
interests therein.

C. Proposal to revise fundamental policy [ ] [ ] [ ]
regarding purchases and sales of
commodities and commodities contracts.

D. Proposal to revise fundamental policy [ ] [ ] [ ]
regarding the making of loans to other
persons.

I. Proposal to revise fundamental policies [ ] [ ] [ ]
regarding the borrowing of money, issuing
of senior securities and purchasing
securities on margin.

M. Proposal to eliminate fundamental policy [ ] [ ] [ ]
regarding investment grade municipal
securities.
</Table>

Date
-------------------------------

THE HARTFORD MUTUAL FUNDS II, INC.
The Hartford Growth Fund
The Hartford Value Opportunities Fund

PROXY FOR JOINT SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE [ ], 2002

THIS PROXY IS SOLICITED ON BEHALF
OF THE BOARD OF DIRECTORS

PLEASE VOTE, DATE AND SIGN ON REVERSE AND PROMPTLY RETURN THIS PROXY IN THE
ENCLOSED ENVELOPE.

HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?

- --------------------------------- ------------------------------------

PLEASE MARK VOTE IN BLUE OR BLACK INK AS IN THIS
EXAMPLE [X]

THE HARTFORD MUTUAL FUNDS II, INC.
The Hartford Growth Fund
The Hartford Value Opportunities Fund

Mark box at right if an address change or comment
has been noted on the reverse side of this card [ ]

<Table>

I. To elect the following Nominees to the WITHHOLD FOR ALL
Board of Directors: FOR ALL ALL EXCEPT

To withhold authority to vote for any individual nominee mark the box "For
All Except" and write the nominee's number on the line below.

- -----------------------------

II. To approve proposals to eliminate or FOR AGAINST ABSTAIN
revise certain fundamental investment
policies of the Funds.

A. Proposal to revise fundamental policy [ ] [ ] [ ]
regarding investment concentrations
within a particular industry.
</Table>

<Table>
<Caption>
For Against Abstain

B. Proposal to revise fundamental policy [ ] [ ] [ ]
regarding investments in real estate or
interests therein.

C. Proposal to revise fundamental policy [ ] [ ] [ ]
regarding purchases and sales of
commodities and commodities contracts.

D. Proposal to revise fundamental policy [ ] [ ] [ ]
regarding the making of loans to other
persons.

I. Proposal to revise fundamental policies [ ] [ ] [ ]
regarding the borrowing of money, issuing
of senior securities and purchasing
securities on margin.

</Table>

Date
-------------------------------

THE HARTFORD MUTUAL FUNDS II, INC.
The Hartford Growth Opportunities Fund

PROXY FOR JOINT SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE [ ], 2002

THIS PROXY IS SOLICITED ON BEHALF
OF THE BOARD OF DIRECTORS

PLEASE VOTE, DATE AND SIGN ON REVERSE AND PROMPTLY RETURN THIS PROXY IN THE
ENCLOSED ENVELOPE.

HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?

- --------------------------- ---------------------------

PLEASE MARK VOTE IN BLUE OR BLACK INK AS IN THIS
EXAMPLE [X]

THE HARTFORD MUTUAL FUNDS II, INC.
The Hartford Growth Opportunities Fund

Mark box at right if an address change or comment
has been noted on the reverse side of this card [ ]

<Table>

I. To elect the following Nominees to the WITHHOLD FOR ALL
Board of Directors: FOR ALL ALL EXCEPT

To withhold authority to vote for any
individual nominee mark the box "For All
Except" and write the nominee's number on
the line below.
</Table>

- -----------------------------

<Table>

II. To approve proposals to eliminate or FOR AGAINST ABSTAIN
revise certain fundamental investment
policies of the Funds.

A. Proposal to revise fundamental policy [ ] [ ] [ ]
regarding investment concentrations
within a particular industry.

B. Proposal to revise fundamental policy [ ] [ ] [ ]
regarding investments in real estate or
interests therein.
</Table>

<Table>
<Caption>
For Against Abstain

C. Proposal to revise fundamental policy [ ] [ ] [ ]
regarding purchases and sales of
commodities and commodities contracts.

D. Proposal to revise fundamental policy [ ] [ ] [ ]
regarding the making of loans to other
persons.

I. Proposal to revise fundamental policies [ ] [ ] [ ]
regarding the borrowing of money, issuing
of senior securities and purchasing securities
on margin.
</Table>

Date
-------------------------------

THE HARTFORD MUTUAL FUNDS II, INC.
The Hartford SmallCap Growth Fund

PROXY FOR JOINT SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE [ ], 2002

THIS PROXY IS SOLICITED ON BEHALF
OF THE BOARD OF DIRECTORS

PLEASE VOTE, DATE AND SIGN ON REVERSE AND PROMPTLY RETURN THIS PROXY IN THE
ENCLOSED ENVELOPE.

HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?

- --------------------------- ---------------------------

PLEASE MARK VOTE IN BLUE OR BLACK INK AS IN THIS
EXAMPLE [X]

THE HARTFORD MUTUAL FUNDS II, INC.
The Hartford SmallCap Growth Fund

Mark box at right if an address change or comment
has been noted on the reverse side of this card [ ]

<Table>

I. To elect the following Nominees to the WITHHOLD FOR ALL
Board of Directors: FOR ALL ALL EXCEPT

To withhold authority to vote for any
individual nominee mark the box "For All
Except" and write the nominee's number on
the line below.
</Table>

- -----------------------------

<Table>

II. To approve proposals to eliminate or FOR AGAINST ABSTAIN
revise certain fundamental investment
policies of the Funds.

A. Proposal to revise fundamental policy [ ] [ ] [ ]
regarding investment concentrations
within a particular industry.

B. Proposal to revise fundamental policy [ ] [ ] [ ]
regarding investments in real estate or
interests therein.
</Table>

- -----------------------------

<Table>
<Caption>
For Against Abstain

C. Proposal to revise fundamental policy [ ] [ ] [ ]
regarding purchases and sales of
commodities and commodities contracts.

D. Proposal to revise fundamental policy [ ] [ ] [ ]
regarding the making of loans to other
persons.

E. Proposal to eliminate fundamental policy [ ] [ ] [ ]
regarding the mortgage of assets.

F. Proposal to eliminate fundamental policy [ ] [ ] [ ]
regarding participation in securities
trading accounts.

G. Proposal to eliminate fundamental policy [ ] [ ] [ ]
regarding certain purchases from and
sales to officers, directors and
employees.

H. Proposal to eliminate fundamental policy [ ] [ ] [ ]
regarding short sales.

I. Proposal to revise fundamental policies [ ] [ ] [ ]
regarding the borrowing of money, issuing
of senior securities and purchasing
securities on margin.

</Table>

Date
-------------------------------

THE HARTFORD MUTUAL FUNDS II, INC.
The Hartford U. S. Government Securities Fund

PROXY FOR JOINT SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE [ ], 2002

THIS PROXY IS SOLICITED ON BEHALF
OF THE BOARD OF DIRECTORS

PLEASE VOTE, DATE AND SIGN ON REVERSE AND PROMPTLY RETURN THIS PROXY IN THE
ENCLOSED ENVELOPE.

HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?

- --------------------------- ---------------------------

PLEASE MARK VOTE IN BLUE OR BLACK INK AS IN THIS
EXAMPLE [X]

THE HARTFORD MUTUAL FUNDS II, INC.
The Hartford U. S. Government Securities Fund

Mark box at right if an address change or comment
has been noted on the reverse side of this card [ ]

<Table>

I. To elect the following Nominees to the WITHHOLD FOR ALL
Board of Directors: FOR ALL ALL EXCEPT

To withhold authority to vote for any
individual nominee mark the box "For All
Except" and write the nominee's number on
the line below.
</Table>

- -----------------------------

<Table>

II. To approve proposals to eliminate or FOR AGAINST ABSTAIN
revise certain fundamental investment
policies of the Funds.

A. Proposal to revise fundamental policy [ ] [ ] [ ]
regarding investment concentrations
within a particular industry.

B. Proposal to revise fundamental policy [ ] [ ] [ ]
regarding investments in real estate or
interests therein.
</Table>

<Table>
<Caption>
For Against Abstain

C. Proposal to revise fundamental policy [ ] [ ] [ ]
regarding purchases and sales of
commodities and commodities contracts.

D. Proposal to revise fundamental policy [ ] [ ] [ ]
regarding the making of loans to other
persons.

E. Proposal to eliminate fundamental policy [ ] [ ] [ ]
regarding the mortgage of assets.

F. Proposal to eliminate fundamental policy [ ] [ ] [ ]
regarding participation in securities
trading accounts.

G. Proposal to eliminate fundamental policy [ ] [ ] [ ]
regarding certain purchases from and
sales to officers, directors and
employees.

H. Proposal to eliminate fundamental policy [ ] [ ] [ ]
regarding short sales.

I. Proposal to revise fundamental policies [ ] [ ] [ ]
regarding the borrowing of money, issuing
of senior securities and purchasing
securities on margin.

J. Proposal to eliminate fundamental policy [ ] [ ] [ ]
regarding the purchase of securities of
issuers whose officers or directors own
certain beneficial amounts.

K. Proposal to eliminate fundamental policy [ ] [ ] [ ]
regarding investments in puts and calls.

L. Proposal to eliminate fundamental policy [ ] [ ] [ ]
regarding investments in repurchase
agreements.
</Table>

Date
-------------------------------