-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EZEP1m3H0v4WReq421tkf6wRC10X3vEu/K4YFwiKGaBd/BDkmZojvjQ2iEUK0gg+ Hc7FdkzbFV7L6H6lOstMNA== 0000950135-05-003953.txt : 20050718 0000950135-05-003953.hdr.sgml : 20050718 20050715192316 ACCESSION NUMBER: 0000950135-05-003953 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050907 FILED AS OF DATE: 20050718 DATE AS OF CHANGE: 20050715 EFFECTIVENESS DATE: 20050718 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HARTFORD MUTUAL FUNDS INC/CT CENTRAL INDEX KEY: 0001006415 IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-07589 FILM NUMBER: 05958193 BUSINESS ADDRESS: STREET 1: ITT HARTFORD GROUP NC P O BOX 2999 CITY: HARTFORD STATE: CT ZIP: 06115 BUSINESS PHONE: 8008626668 MAIL ADDRESS: STREET 1: P O BOX 2999 CITY: HARTFORD STATE: CT ZIP: 06104-2999 FORMER COMPANY: FORMER CONFORMED NAME: ITT HARTFORD MUTUAL FUNDS INC DATE OF NAME CHANGE: 19960226 FORMER COMPANY: FORMER CONFORMED NAME: HARTFORD MUTUAL FUNDS INC DATE OF NAME CHANGE: 19960126 DEF 14A 1 b55616mfdef14a.txt THE HARTFORD MUTUAL FUNDS, INC. OMB APPROVAL -------------------------- OMB Number: 3235-0059 Expires: February 28, 2006 Estimated average burden hours per response...12.75 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) [X] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to Section 240.14a-12 The Hartford Mutual Funds, Inc. - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. 1) Title of each class of securities to which transaction applies: - -------------------------------------------------------------------------------- 2) Aggregate number of securities to which transaction applies: - -------------------------------------------------------------------------------- 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): - -------------------------------------------------------------------------------- 4) Proposed maximum aggregate value of transaction: - -------------------------------------------------------------------------------- 5) Total fee paid: - -------------------------------------------------------------------------------- [ ] Fee paid previously 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: - -------------------------------------------------------------------------------- PERSONS WHO POTENTIALLY ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER. SEC 1913 (02-02) THE HARTFORD MUTUAL FUNDS, INC., ON BEHALF OF THE FOLLOWING SERIES, THE HARTFORD ADVISERS FUND THE HARTFORD AGGRESSIVE GROWTH ALLOCATION FUND THE HARTFORD BALANCED ALLOCATION FUND THE HARTFORD CAPITAL APPRECIATION FUND THE HARTFORD CAPITAL APPRECIATION II FUND THE HARTFORD CONSERVATIVE ALLOCATION FUND THE HARTFORD DISCIPLINED EQUITY FUND THE HARTFORD DIVIDEND AND GROWTH FUND THE HARTFORD EQUITY INCOME FUND THE HARTFORD FLOATING RATE FUND THE HARTFORD FOCUS FUND THE HARTFORD GLOBAL COMMUNICATIONS FUND THE HARTFORD GLOBAL FINANCIAL SERVICES FUND THE HARTFORD GLOBAL HEALTH FUND THE HARTFORD GLOBAL LEADERS FUND THE HARTFORD GLOBAL TECHNOLOGY FUND THE HARTFORD GROWTH ALLOCATION FUND THE HARTFORD HIGH YIELD FUND THE HARTFORD INCOME FUND THE HARTFORD INCOME ALLOCATION FUND THE HARTFORD INFLATION PLUS FUND THE HARTFORD INTERNATIONAL CAPITAL APPRECIATION FUND THE HARTFORD INTERNATIONAL OPPORTUNITIES FUND THE HARTFORD INTERNATIONAL SMALL COMPANY FUND THE HARTFORD MIDCAP FUND THE HARTFORD MIDCAP VALUE FUND THE HARTFORD MONEY MARKET FUND THE HARTFORD SELECT MIDCAP GROWTH FUND THE HARTFORD SELECT MIDCAP VALUE FUND THE HARTFORD SHORT DURATION FUND THE HARTFORD SMALL COMPANY FUND THE HARTFORD STOCK FUND THE HARTFORD TAX-FREE CALIFORNIA FUND THE HARTFORD TAX-FREE NEW YORK FUND THE HARTFORD TOTAL RETURN BOND FUND THE HARTFORD VALUE FUND THE HARTFORD MUTUAL FUNDS II, INC., ON BEHALF OF THE FOLLOWING SERIES, THE HARTFORD GROWTH FUND THE HARTFORD GROWTH OPPORTUNITIES FUND THE HARTFORD SMALLCAP GROWTH FUND THE HARTFORD TAX-FREE MINNESOTA FUND THE HARTFORD TAX-FREE NATIONAL FUND THE HARTFORD U.S. GOVERNMENT SECURITIES FUND THE HARTFORD VALUE OPPORTUNITIES FUND Dear Shareholders: You are cordially invited to attend the Joint Special Meeting of Shareholders (the "Meeting") of the Hartford Funds listed above (the "Funds"). The Meeting will take place on September 7, 2005, at 8:30 a.m., Eastern Time, at the offices of Hartford Investment Financial Services, LLC, 200 Hopmeadow Street, Simsbury, Connecticut 06089. At the Meeting, shareholders will be asked to vote on the matters listed in the attached Notice of Joint Special Meeting of Shareholders. As explained in the enclosed Proxy Statement, the purpose of the Meeting is (i) to elect members of the Boards of Directors of The Hartford Mutual Funds, Inc. and The Hartford Mutual Funds II, Inc. (each, a "Company," and together, the "Companies"); (ii) for certain Funds to approve a proposal to permit the investment adviser to the Funds to select and contract with investment sub-advisers that are not affiliated with Hartford Investment Financial Services, LLC or the Funds (other than by reason of serving as a sub-adviser to one or more of the Funds) without obtaining shareholder approval; (iii) for certain Funds to approve proposals to combine, eliminate or revise certain fundamental investment policies; and (iv) to transact such other business as may properly come before the Meeting, or any adjournment(s) or postponement(s) of the Meeting. We request that you complete the enclosed proxy card(s) for the upcoming Meeting. If you have more than one account registered in your name, a separate proxy card for each account is enclosed. Please vote and return each proxy card that you received. Each Company's Board of Directors has reviewed and unanimously approved these proposals and recommends that you vote "FOR" each proposal. The enclosed Proxy Statement provides more information on these proposals. Please read it carefully and return your completed proxy card(s) in the enclosed, addressed, postage-paid envelope, or take advantage of the telephonic or Internet voting procedures described in the Proxy Statement. Your vote is important. If we do not hear from you after a reasonable amount of time, you may receive a telephone call from a representative of The Hartford Financial Services Group, Inc. or from our proxy solicitor, Georgeson Shareholder Communications, Inc., reminding you to vote your shares. Very truly yours, /s/ David M. Znamierowski David M. Znamierowski President and Chief Executive Officer 2 IMPORTANT INFORMATION We encourage you to read the enclosed Proxy Statement. However, we thought it would be helpful to provide brief answers to some questions. Q. WHAT PROPOSALS ARE SHAREHOLDERS BEING ASKED TO CONSIDER AT THE UPCOMING SPECIAL MEETING? A. Shareholders are being asked to consider three separate matters. First, shareholders are being asked to elect members of the Boards of Directors of The Hartford Mutual Funds, Inc. and The Hartford Mutual Funds II, Inc. (each, a "Company," and together, the "Companies"). Second, shareholders of certain Funds are being asked to approve a proposal to permit the Funds' investment adviser to select and contract with investment sub-advisers that are not affiliated with Hartford Investment Financial Services, LLC or the Funds (other than by reason of serving as a sub-adviser to one or more Funds) ("Sub-Advisers") without obtaining shareholder approval. Third, shareholders of certain Funds are being asked to approve proposals to combine, eliminate or revise certain fundamental investment policies. Q. WHO IS BEING NOMINATED TO SERVE AS A DIRECTOR? A. There are nine nominees for both Companies, eight of whom currently make up the Board of Directors of The Hartford Mutual Funds, Inc., six of whom currently make up the Board of Directors of The Hartford Mutual Funds II, Inc., and one of whom, William P. Johnston, does not currently serve as a director on either Board. If all of the nominees are elected to both Boards, the Boards of both Companies will be composed of the same nine directors. Q. WHY ARE SHAREHOLDERS BEING ASKED TO APPROVE A PROPOSAL TO PERMIT THE FUNDS' INVESTMENT ADVISER TO SELECT AND CONTRACT WITH SUB-ADVISERS WITHOUT SHAREHOLDER APPROVAL? A. Certain of the Funds are structured so that each Fund has an investment adviser and an investment Sub-Adviser. For these Funds, the investment adviser supervises the activities of the investment Sub-Adviser, which in turn performs the day-to-day investment management of the Funds. Currently, for all of the Funds except The Hartford Capital Appreciation II Fund, The Hartford Floating Rate Fund, The Hartford Select MidCap Growth Fund, and The Hartford Select MidCap Value Fund, in order to hire a Sub-Adviser it is necessary to obtain shareholder approval, and thus to incur the expense of a shareholder meeting. Hartford HLS Series Fund II, Inc. received an order from the Securities and Exchange Commission permitting Hartford HLS Series Fund II, Inc., as well as other Funds managed by its adviser, HL Investment Advisors, LLC ("HL Advisors"), or affiliates of HL Advisors, to hire or terminate investment Sub-Advisers without a shareholder vote, subject to the shareholders' prior approval of the operation of the respective Fund in this manner. The order is contingent on various requirements being met, including that the investment adviser retain oversight and responsibility for each Fund, that the Funds receive shareholder approval to use the order, and that a Sub-Adviser may only be hired or replaced upon the approval of the directors of the appropriate Fund. The shareholders of each series of Hartford HLS Series Fund II, Inc. and the shareholders of The Hartford Capital Appreciation II Fund, The Hartford Floating Rate Fund, The Hartford Select MidCap Growth Fund, and The Hartford Select MidCap Value Fund have previously approved the implementation of the order. In order to afford the flexibility provided by the order to certain of the other series of The Hartford Mutual Funds, Inc. and The Hartford Mutual Funds II, Inc., management is seeking shareholders' approval of such an arrangement for certain of the Funds. The Funds benefit from this order by being able to act more quickly and with less expense when the need arises to replace or hire an investment Sub-Adviser. Shareholder approval of this arrangement is not being sought for certain of the Funds because those Funds do not employ Sub-Advisers. Q. WHY ARE WE PROPOSING TO CHANGE CERTAIN OF THE FUNDS' FUNDAMENTAL INVESTMENT POLICIES? A. As described in more detail in the accompanying Proxy Statement, many of the existing fundamental investment policies that we propose to change were adopted in response to regulatory, business, or industry requirements or conditions that are no longer relevant or applicable. In addition, small variations in the wording of similar restrictions among all the funds advised by the affiliates of The Hartford Financial Services Group, Inc. ("The Hartford") (collectively, the "Hartford Fund Complex") makes the task of ensuring compliance with each restriction difficult and expensive. We are proposing to remove certain policies and bring those that remain in line, wherever possible, with other fundamental investment policies in place, or expected to be in place, for other funds within the Hartford Fund Complex. This proposal would provide the Funds with additional flexibility in pursuit of their investment objectives. Q. DO WE EXPECT THE FUNDS' INVESTMENT APPROACHES TO CHANGE AS RESULT OF ANY OF THESE PROPOSALS? A. These changes are being proposed to help streamline the compliance and regulatory processes, and are not expected to result in any material changes in the investment strategies or practices of the Funds. Q. HAVE THE BOARDS OF DIRECTORS APPROVED THESE PROPOSALS? A. Yes. Your Fund's Board of Directors has reviewed and unanimously 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. WHY ARE MULTIPLE CARDS ENCLOSED? A. If you own shares through more than one account, you may receive multiple proxy cards. Q. WHEN SHOULD I VOTE? A. Please vote as soon as possible. Representatives of The Hartford or Georgeson Shareholder Communications, Inc., a firm authorized by The Hartford, may be contacting you to urge you to vote on these important matters. Q. HOW DO I VOTE? A. Shareholders of record can vote proxies by (i) mailing their signed proxy cards; (ii) calling a toll-free telephone number; or (iii) using the Internet. The telephone and Internet voting procedures are designed to authenticate shareholders' identities, to allow shareholders to give their voting instructions, and to confirm that shareholders' instructions have been properly recorded. Instructions for shareholders of record who wish to use the telephone or Internet voting procedures are set forth on the enclosed proxy card(s). Q. WHOM SHOULD I CALL FOR ADDITIONAL INFORMATION ABOUT THIS PROXY STATEMENT? A. Please call Georgeson Shareholder Communications, Inc., your Fund's information agent, toll-free at 888-999-3559. THE HARTFORD MUTUAL FUNDS, INC., ON BEHALF OF THE FOLLOWING SERIES, THE HARTFORD ADVISERS FUND THE HARTFORD AGGRESSIVE GROWTH ALLOCATION FUND THE HARTFORD BALANCED ALLOCATION FUND THE HARTFORD CAPITAL APPRECIATION FUND THE HARTFORD CAPITAL APPRECIATION II FUND THE HARTFORD CONSERVATIVE ALLOCATION FUND THE HARTFORD DISCIPLINED EQUITY FUND THE HARTFORD DIVIDEND AND GROWTH FUND THE HARTFORD EQUITY INCOME FUND THE HARTFORD FLOATING RATE FUND THE HARTFORD FOCUS FUND THE HARTFORD GLOBAL COMMUNICATIONS FUND THE HARTFORD GLOBAL FINANCIAL SERVICES FUND THE HARTFORD GLOBAL HEALTH FUND THE HARTFORD GLOBAL LEADERS FUND THE HARTFORD GLOBAL TECHNOLOGY FUND THE HARTFORD GROWTH ALLOCATION FUND THE HARTFORD HIGH YIELD FUND THE HARTFORD INCOME FUND THE HARTFORD INCOME ALLOCATION FUND THE HARTFORD INFLATION PLUS FUND THE HARTFORD INTERNATIONAL CAPITAL APPRECIATION FUND THE HARTFORD INTERNATIONAL OPPORTUNITIES FUND THE HARTFORD INTERNATIONAL SMALL COMPANY FUND THE HARTFORD MIDCAP FUND THE HARTFORD MIDCAP VALUE FUND THE HARTFORD MONEY MARKET FUND THE HARTFORD SELECT MIDCAP GROWTH FUND THE HARTFORD SELECT MIDCAP VALUE FUND THE HARTFORD SHORT DURATION FUND THE HARTFORD SMALL COMPANY FUND THE HARTFORD STOCK FUND THE HARTFORD TAX-FREE CALIFORNIA FUND THE HARTFORD TAX-FREE NEW YORK FUND THE HARTFORD TOTAL RETURN BOND FUND THE HARTFORD VALUE FUND THE HARTFORD MUTUAL FUNDS II, INC., ON BEHALF OF THE FOLLOWING SERIES, THE HARTFORD GROWTH FUND THE HARTFORD GROWTH OPPORTUNITIES FUND THE HARTFORD SMALLCAP GROWTH FUND THE HARTFORD TAX-FREE MINNESOTA FUND THE HARTFORD TAX-FREE NATIONAL FUND THE HARTFORD U.S. GOVERNMENT SECURITIES FUND THE HARTFORD VALUE OPPORTUNITIES FUND NOTICE OF JOINT SPECIAL MEETING OF SHAREHOLDERS A Joint Special Meeting of Shareholders (the "Meeting") of the series of The Hartford Mutual Funds, Inc. and The Hartford Mutual Funds II, Inc. (each, a "Company," and together, the "Companies") listed above (each such series, a "Fund," and together, the "Funds") will take place on September 7, 2005, at 8:30 a.m., Eastern Time, at the offices of Hartford Investment Financial Services, LLC, 200 Hopmeadow Street, Simsbury, Connecticut 06089, for the following purposes: 1. For each Company, to elect a Board of Directors. 2. For each Fund, except The Hartford Aggressive Growth Allocation Fund, The Hartford Balanced Allocation Fund, The Hartford Capital Appreciation II Fund, The Hartford Conservative Allocation Fund, The Hartford Floating Rate Fund, The Hartford Growth Allocation Fund, The Hartford Income Allocation Fund, The Hartford Select MidCap Growth Fund, and The Hartford Select MidCap Value Fund, to approve a proposal to permit its investment adviser to select and contract with investment sub-advisers that are not affiliated with Hartford Investment Financial Services, LLC or the Funds (other than by reason of serving as a sub-adviser to one or more of the Funds) without obtaining shareholder approval. 3. For all Funds, except The Hartford Capital Appreciation II Fund, The Hartford Floating Rate Fund, The Hartford Select MidCap Growth Fund, The Hartford Select MidCap Value Fund, The Hartford Global Communications Fund, and The Hartford Global Financial Services Fund, each a separate series of The Hartford Mutual Funds, Inc., to approve proposals to combine, eliminate or revise certain fundamental investment policies of the Funds. 4. To transact such other business as may properly come before the Meeting. The Board of Directors of each Company unanimously recommends approval of each item listed in this Notice, as applicable. Shareholders of record on June 21, 2005 are entitled to notice of and to vote at the Meeting. YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE FILL IN, SIGN, DATE, AND MAIL THE ENCLOSED PROXY CARD(S) AS PROMPTLY AS POSSIBLE, OR TAKE ADVANTAGE OF THE TELEPHONIC OR INTERNET VOTING PROCEDURES DESCRIBED ON THE PROXY CARD(S), IN ORDER TO SAVE THE COMPANIES ANY FURTHER 2 SOLICITATION EXPENSE. An addressed envelope for which no postage is required is enclosed. By order of the Boards of Directors, /s/ Edward P. Macdonald EDWARD P. MACDONALD Secretary Dated: July 18, 2005 3 THE HARTFORD MUTUAL FUNDS, INC., ON BEHALF OF THE FOLLOWING SERIES, THE HARTFORD ADVISERS FUND THE HARTFORD AGGRESSIVE GROWTH ALLOCATION FUND THE HARTFORD BALANCED ALLOCATION FUND THE HARTFORD CAPITAL APPRECIATION FUND THE HARTFORD CAPITAL APPRECIATION II FUND THE HARTFORD CONSERVATIVE ALLOCATION FUND THE HARTFORD DISCIPLINED EQUITY FUND THE HARTFORD DIVIDEND AND GROWTH FUND THE HARTFORD EQUITY INCOME FUND THE HARTFORD FLOATING RATE FUND THE HARTFORD FOCUS FUND THE HARTFORD GLOBAL COMMUNICATIONS FUND THE HARTFORD GLOBAL FINANCIAL SERVICES FUND THE HARTFORD GLOBAL HEALTH FUND THE HARTFORD GLOBAL LEADERS FUND THE HARTFORD GLOBAL TECHNOLOGY FUND THE HARTFORD GROWTH ALLOCATION FUND THE HARTFORD HIGH YIELD FUND THE HARTFORD INCOME FUND THE HARTFORD INCOME ALLOCATION FUND THE HARTFORD INFLATION PLUS FUND THE HARTFORD INTERNATIONAL CAPITAL APPRECIATION FUND THE HARTFORD INTERNATIONAL OPPORTUNITIES FUND THE HARTFORD INTERNATIONAL SMALL COMPANY FUND THE HARTFORD MIDCAP FUND THE HARTFORD MIDCAP VALUE FUND THE HARTFORD MONEY MARKET FUND THE HARTFORD SELECT MIDCAP GROWTH FUND THE HARTFORD SELECT MIDCAP VALUE FUND THE HARTFORD SHORT DURATION FUND THE HARTFORD SMALL COMPANY FUND THE HARTFORD STOCK FUND THE HARTFORD TAX-FREE CALIFORNIA FUND THE HARTFORD TAX-FREE NEW YORK FUND THE HARTFORD TOTAL RETURN BOND FUND THE HARTFORD VALUE FUND THE HARTFORD MUTUAL FUNDS II, INC., ON BEHALF OF THE FOLLOWING SERIES, THE HARTFORD GROWTH FUND THE HARTFORD GROWTH OPPORTUNITIES FUND THE HARTFORD SMALLCAP GROWTH FUND THE HARTFORD TAX-FREE MINNESOTA FUND THE HARTFORD TAX-FREE NATIONAL FUND THE HARTFORD U.S. GOVERNMENT SECURITIES FUND THE HARTFORD VALUE OPPORTUNITIES FUND PROXY STATEMENT JULY 18, 2005 The enclosed proxy card(s) are solicited by the Boards of Directors of The Hartford Mutual Funds, Inc. and The Hartford Mutual Funds II, Inc. (each, a "Company," and together, the "Companies") in connection with the Joint Special Meeting of Shareholders (the "Meeting") of each of the series of the Companies listed above (each, a "Fund," and together, the "Funds"), to be held September 7, 2005, at 8:30 a.m., Eastern Time, at the offices of Hartford Investment Financial Services, LLC, 200 Hopmeadow Street, Simsbury, Connecticut 06089, and at any adjournment(s) or postponement(s) of the Meeting. The mailing address of the principal executive offices for both Companies is P.O. Box 2999, Hartford, Connecticut 06104-2999. The costs of solicitation, including the cost of preparing and mailing the Notice of Joint Special Meeting of Shareholders and this Proxy Statement, will be paid by the Funds on a pro rata basis based on the relative net assets of each Fund. The approximate mailing date of this Proxy Statement is July 18, 2005. Representatives of The Hartford Financial Services Group, Inc. ("The Hartford") or a firm authorized by The Hartford may solicit proxies by means of mail or telephone calls. Georgeson Shareholder Communications, Inc., ("Georgeson") has been engaged to assist in the solicitation of proxies at an estimated cost of $3,200,000, plus expenses. As the Meeting date approaches, certain shareholders of each Fund may receive a telephone call from a representative of Georgeson if their votes have not yet been received. Proxies that are obtained telephonically will be recorded in accordance with the procedures described below. These procedures are reasonably designed to ensure that both the identity of the shareholder casting the vote and the voting instructions of the shareholder are accurately determined. Hartford Investment Financial Services, LLC ("HIFSCO"), the investment adviser, administrator, and principal underwriter for the Companies, is principally located at 200 Hopmeadow Street, Simsbury, Connecticut 06089. Shareholders may revoke authority to vote their shares by giving written notice of revocation to Edward P. Macdonald, the Secretary of each Company. Unless revoked, properly executed proxy cards that have been returned by shareholders without instructions will be voted "FOR" each Proposal. In instances where choices are specified by the shareholders in the proxy cards, those shareholders' votes will be voted or the votes will be withheld in accordance with the shareholders' choices. With regard to Proposal I, the election of directors, votes may be cast for all nominees, withheld for all nominees, or withheld for certain nominees. Abstentions may be specified for Proposals II and III (to permit each Fund's investment adviser to select and contract with certain sub-advisers without obtaining shareholder approval, and 2 to approve changes to certain fundamental investment policies, respectively). With respect to Proposals II and III, abstentions and broker non-votes (proxy cards received by a Company from brokers or nominees when the broker or nominee has neither received instructions from the beneficial owner or other persons entitled to vote nor has discretion to vote on a particular matter) will be counted as present for purposes of determining whether a quorum of shares is present at the Meeting, and will have the same effect as a vote "AGAINST" such item. So far as the Boards of Directors are aware, no matters other than those described in this Proxy Statement will be acted upon at the Meeting. Should any other matters properly come before the Meeting calling for a vote of shareholders, it is the intention of the persons named as proxies to vote upon such matters according to their best judgment. In addition to completing and returning the enclosed proxy card(s), shareholders are also able to vote by touchtone telephone or by Internet by following the instructions included on the proxy card(s) accompanying this Proxy Statement. Shareholders will have an opportunity to review their voting instructions and make any necessary changes before submitting their voting instructions and terminating the telephone call or Internet link. In all cases where telephonic proxies are solicited, the Georgeson representative is required to ask for each shareholder's full name and address and zip code or employer identification number, and to confirm that the shareholder has received the proxy materials in the mail. If the shareholder is a corporation or other entity, the Georgeson representative is required to ask for the person's title and confirmation that the person is authorized to direct the voting of the shares. If the information solicited agrees with the information provided to Georgeson, then the Georgeson representative has the responsibility to explain the process, read the Proposals listed on the proxy card(s) if requested, and ask for the shareholder's instructions on each Proposal. Although the Georgeson representative is permitted to answer questions about the process, he or she is not permitted to recommend to the shareholder how to vote, other than to read any recommendation set forth in this Proxy Statement. The Georgeson representative will record the shareholder's instructions on the card(s). Within 72 hours, the shareholder will be sent a letter or mailgram confirming his or her vote and asking the shareholder to call Georgeson immediately if his or her instructions are not correctly reflected in the confirmation. Although a shareholder's vote may be taken by telephone, each shareholder will receive a copy of this Proxy Statement and may vote by mail using the enclosed proxy card(s) or by touchtone telephone or the Internet as set forth above. The proxy vote received last in time from each shareholder, whether by proxy card, touchtone telephone or Internet, will be the vote that is counted and will revoke all previous votes by the shareholder. 3 Only those shareholders owning shares as of the close of business on June 21, 2005 (the "Record Date") may vote at the Meeting or any adjournment(s) or postponement(s) of the Meeting. Attachment A lists the outstanding shares of each Fund as of the Record Date. Each shareholder is entitled to one vote for each share held. The Hartford Aggressive Growth Allocation Fund, The Hartford Balanced Allocation Fund, The Hartford Conservative Allocation Fund, The Hartford Growth Allocation Fund, and The Hartford Income Allocation Fund (each, a "Fund of Funds," and collectively, the "Funds of Funds") are series of The Hartford Mutual Funds, Inc. whose only investments are shares of certain other series of the Companies (the "Underlying Funds"). The Funds of Funds have granted HIFSCO the authority to vote proxies on their behalf. HIFSCO will vote proxies, with respect to the shares of Underlying Funds owned by the Funds of Funds, in what it believes are the best economic interests of the Funds of Funds and in accordance with its Proxy Voting Policies and Procedures. 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. As to any Fund for which matters will be considered that will affect that Fund individually, the presence, either in person or by proxy, of shareholders owning a majority of shares of that Fund entitled to vote at the Meeting shall constitute a quorum with respect to that Fund. If a quorum is not present at the Meeting, or if a quorum is present but sufficient votes to approve any of the Proposals are not received, the persons named as proxies may propose one or more adjournments of the Meeting to permit further solicitation of votes. In determining whether to adjourn the Meeting, the following factors may be considered: the nature of the Proposals that are the subject of the Meeting, the percentage of votes actually cast, the percentage of negative votes actually cast, the nature of any further solicitation, and the information to be provided to shareholders with respect to the reasons for the solicitation. Any adjournment will require the affirmative vote of a majority of those shares represented at the Meeting in person or by proxy. A copy of each Company's most recent annual report and the most recent semi-annual report succeeding the annual report, if any, is available upon request. If you would like to receive a copy, please contact the Company in question at 500 Bielenberg Drive, Woodbury, Minnesota 55125-4401 or call 1-888-843-7824, and a copy will be sent, without charge, by first class mail within three business days of your request. 4 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 by each proposal. An "X" denotes that a Fund is affected by the proposal and that the Fund's shareholders are solicited with respect to that proposal.
THE HARTFORD THE THE THE THE THE AGGRESSIVE HARTFORD HARTFORD HARTFORD HARTFORD THE HARTFORD GROWTH BALANCED CAPITAL CAPITAL CONSERVATIVE HARTFORD ADVISERS ALLOCATION ALLOCATION APPRECIATION APPRECIATION II ALLOCATION DISCIPLINED PROPOSAL: FUND FUND FUND FUND FUND FUND EQUITY FUND - --------- -------- ---------- ---------- ------------ --------------- ------------ ------------ I. To Elect a Board X X X X X X X of Directors II. To Permit the X X X Fund's Investment Adviser to Select and Contract with Sub- Advisers without Obtaining Shareholder Approval III.A(i) To Revise X X the Fundamental Policy Regarding the Issuing of Senior Securities III.A(ii) To Revise X X the Fundamental Policy Regarding the Borrowing of Money III.A(iii) To Revise the Fundamental Policy Regarding the Borrowing of Money, Issuing of Senior Securities and Purchasing Securities on Margin III.B To Eliminate the Fundamental Policy Regarding the Pledging, Mortgaging or Hypothecating of Assets III.C To Revise the X X Fundamental Policy Regarding Underwriting Securities
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THE HARTFORD THE THE THE THE THE AGGRESSIVE HARTFORD HARTFORD HARTFORD HARTFORD THE HARTFORD GROWTH BALANCED CAPITAL CAPITAL CONSERVATIVE HARTFORD ADVISERS ALLOCATION ALLOCATION APPRECIATION APPRECIATION II ALLOCATION DISCIPLINED PROPOSAL: FUND FUND FUND FUND FUND FUND EQUITY FUND - --------- -------- ---------- ---------- ------------ --------------- ------------ ------------ III.D To Revise the X X Fundamental Policy Regarding Investments in Real Estate and Interests Therein III.E To Revise the X X Fundamental Policy Regarding Purchases and Sales of Commodities and Commodities Contracts III.F To Revise the X X Fundamental Policy Regarding the Diversification of Investments III.G To Revise the X X X X X X Fundamental Policy Regarding Investment Concentrations within a Particular Industry III.H(i) To Eliminate the Fundamental Policy Regarding Purchases from and Sales to Officers, Directors and Employees III.H(ii) To Eliminate the Fundamental Policy Regarding Securities Trading Accounts III.I To Revise the X X Fundamental Policy Regarding the Making of Loans
6
THE HARTFORD THE THE THE THE THE AGGRESSIVE HARTFORD HARTFORD HARTFORD HARTFORD THE HARTFORD GROWTH BALANCED CAPITAL CAPITAL CONSERVATIVE HARTFORD ADVISERS ALLOCATION ALLOCATION APPRECIATION APPRECIATION II ALLOCATION DISCIPLINED PROPOSAL: FUND FUND FUND FUND FUND FUND EQUITY FUND - --------- -------- ---------- ---------- ------------ --------------- ------------ ------------ III.J To Eliminate the Fundamental Policy Regarding Short Sales III.K To Revise the Fundamental Policy Regarding Investments within Certain Industries
THE THE HARTFORD THE THE THE HARTFORD THE THE DIVIDEND HARTFORD HARTFORD THE HARTFORD GLOBAL HARTFORD HARTFORD AND EQUITY FLOATING HARTFORD GLOBAL FINANCIAL GLOBAL GLOBAL GROWTH INCOME RATE FOCUS COMMUNICATIONS SERVICES HEALTH LEADERS PROPOSAL: FUND FUND FUND FUND FUND FUND FUND FUND - --------- -------- -------- -------- -------- -------------- --------- -------- -------- I. To Elect a Board of X X X X X X X X Directors II. To Permit the X X X X X X X Fund's Investment Adviser to Select and Contract with Sub-Advisers without Obtaining Shareholder Approval III.A(i) To Revise the X Fundamental Policy Regarding the Issuing of Senior Securities III.A(ii) To Revise X the Fundamental Policy Regarding the Borrowing of Money III.A(iii) To Revise the Fundamental Policy Regarding the Borrowing of Money, Issuing of Senior Securities and Purchasing Securities on Margin III.B To Eliminate the Fundamental Policy Regarding the Pledging, Mortgaging or Hypothecating of Assets
7
THE THE HARTFORD THE THE THE HARTFORD THE THE DIVIDEND HARTFORD HARTFORD THE HARTFORD GLOBAL HARTFORD HARTFORD AND EQUITY FLOATING HARTFORD GLOBAL FINANCIAL GLOBAL GLOBAL GROWTH INCOME RATE FOCUS COMMUNICATIONS SERVICES HEALTH LEADERS PROPOSAL: FUND FUND FUND FUND FUND FUND FUND FUND - --------- -------- -------- -------- -------- -------------- --------- -------- -------- III.C To Revise the X Fundamental Policy Regarding Underwriting Securities III.D To Revise the X Fundamental Policy Regarding Investments in Real Estate and Interests Therein III.E To Revise the X Fundamental Policy Regarding Purchases and Sales of Commodities and Commodities Contracts III.F To Revise the Fundamental Policy Regarding the Diversification of Investments III.G To Revise the X X X X Fundamental Policy Regarding Investment Concentrations within a Particular Industry III.H(i) To Eliminate the Fundamental Policy Regarding Purchases from and Sales to Officers, Directors and Employees III.H(ii) To Eliminate the Fundamental Policy Regarding Securities Trading Accounts III.I To Revise the X Fundamental Policy Regarding the Making of Loans III.J To Eliminate the Fundamental Policy Regarding Short Sales
8
THE THE HARTFORD THE THE THE HARTFORD THE THE DIVIDEND HARTFORD HARTFORD THE HARTFORD GLOBAL HARTFORD HARTFORD AND EQUITY FLOATING HARTFORD GLOBAL FINANCIAL GLOBAL GLOBAL GROWTH INCOME RATE FOCUS COMMUNICATIONS SERVICES HEALTH LEADERS PROPOSAL: FUND FUND FUND FUND FUND FUND FUND FUND - --------- -------- -------- -------- -------- -------------- --------- -------- -------- III.K To Revise the X Fundamental Policy Regarding Investments within Certain Industries
THE THE THE THE THE THE HARTFORD HARTFORD HARTFORD HARTFORD THE HARTFORD HARTFORD INTERNATIONAL GLOBAL GROWTH HIGH HARTFORD INCOME INFLATION CAPITAL TECHNOLOGY ALLOCATION YIELD INCOME ALLOCATION PLUS APPRECIATION PROPOSAL: FUND FUND FUND FUND FUND FUND FUND - --------- ---------- ---------- -------- -------- ---------- --------- ------------- I. To Elect a Board of X X X X X X X Directors II. To Permit the Fund's X X X X X Investment Adviser to Select and Contract with Sub-Advisers without Obtaining Shareholder Approval III.A(i) To Revise the X Fundamental Policy Regarding the Issuing of Senior Securities III.A(ii) To Revise the X Fundamental Policy Regarding the Borrowing of Money III.A(iii) To Revise the Fundamental Policy Regarding the Borrowing of Money, Issuing of Senior Securities and Purchasing Securities on Margin III.B To Eliminate the Fundamental Policy Regarding the Pledging, Mortgaging or Hypothecating of Assets III.C To Revise the X Fundamental Policy Regarding Underwriting Securities
9
THE THE THE THE THE THE HARTFORD HARTFORD HARTFORD HARTFORD THE HARTFORD HARTFORD INTERNATIONAL GLOBAL GROWTH HIGH HARTFORD INCOME INFLATION CAPITAL TECHNOLOGY ALLOCATION YIELD INCOME ALLOCATION PLUS APPRECIATION PROPOSAL: FUND FUND FUND FUND FUND FUND FUND - --------- ---------- ---------- -------- -------- ---------- --------- ------------- III.D To Revise the X Fundamental Policy Regarding Investments in Real Estate and Interests Therein III.E To Revise the X Fundamental Policy Regarding Purchases and Sales of Commodities and Commodities Contracts III.F To Revise the Fundamental Policy Regarding the Diversification of Investments III.G To Revise the X X X X X X Fundamental Policy Regarding Investment Concentrations within a Particular Industry III.H(i) To Eliminate the Fundamental Policy Regarding Purchases from and Sales to Officers, Directors and Employees III.H(ii) To Eliminate the Fundamental Policy Regarding Securities Trading Accounts III.I To Revise the X Fundamental Policy Regarding the Making of Loans III.J To Eliminate the Fundamental Policy Regarding Short Sales III.K To Revise the X Fundamental Policy Regarding Investments within Certain Industries
10
THE THE THE THE HARTFORD THE THE HARTFORD HARTFORD THE HARTFORD INTERNATIONAL THE HARTFORD HARTFORD SELECT SELECT HARTFORD INTERNATIONAL SMALL HARTFORD MIDCAP MONEY MIDCAP MIDCAP SHORT OPPORTUNITIES COMPANY MIDCAP VALUE MARKET GROWTH VALUE DURATION PROPOSAL: FUND FUND FUND FUND FUND FUND FUND FUND - --------- ------------- ------------- -------- -------- -------- -------- -------- -------- I. To Elect a Board of X X X X X X X X Directors II. To Permit the X X X X X X Fund's Investment Adviser to Select and Contract with Sub-Advisers without Obtaining Shareholder Approval III.A(i) To Revise the Fundamental Policy Regarding the Issuing of Senior Securities III.A(ii) To Revise the Fundamental Policy Regarding the Borrowing of Money III.A(iii) To Revise the Fundamental Policy Regarding the Borrowing of Money, Issuing of Senior Securities and Purchasing Securities on Margin III.B To Eliminate the Fundamental Policy Regarding the Pledging, Mortgaging or Hypothecating of Assets III.C To Revise the Fundamental Policy Regarding Underwriting Securities III.D To Revise the Fundamental Policy Regarding Investments in Real Estate and Interests Therein
11
THE THE THE THE HARTFORD THE THE HARTFORD HARTFORD THE HARTFORD INTERNATIONAL THE HARTFORD HARTFORD SELECT SELECT HARTFORD INTERNATIONAL SMALL HARTFORD MIDCAP MONEY MIDCAP MIDCAP SHORT OPPORTUNITIES COMPANY MIDCAP VALUE MARKET GROWTH VALUE DURATION PROPOSAL: FUND FUND FUND FUND FUND FUND FUND FUND - --------- ------------- ------------- -------- -------- -------- -------- -------- -------- III.E To Revise the Fundamental Policy Regarding Purchases and Sales of Commodities and Commodities Contracts III.F To Revise the Fundamental Policy Regarding the Diversification of Investments III.G To Revise the X X X X X X Fundamental Policy Regarding Investment Concentrations within a Particular Industry III.H(i) To Eliminate the Fundamental Policy Regarding Purchases from and Sales to Officers, Directors and Employees III.H(ii) To Eliminate the Fundamental Policy Regarding Securities Trading Accounts III.I To Revise the Fundamental Policy Regarding the Making of Loans III.J To Eliminate the Fundamental Policy Regarding Short Sales III.K To Revise the Fundamental Policy Regarding Investments within Certain Industries
12
THE THE THE THE HARTFORD HARTFORD THE HARTFORD HARTFORD TOTAL THE SMALL HARTFORD TAX-FREE TAX-FREE RETURN HARTFORD COMPANY STOCK CALIFORNIA NEW YORK BOND VALUE PROPOSAL: FUND FUND FUND FUND FUND FUND - --------- -------- -------- ---------- -------- -------- -------- I. To Elect a Board of Directors X X X X X X II. To Permit the Fund's Investment X X X X X X Adviser to Select and Contract with Sub-Advisers without Obtaining Shareholder Approval III.A(i) To Revise the Fundamental X Policy Regarding the Issuing of Senior Securities III.A(ii) To Revise the Fundamental X Policy Regarding the Borrowing of Money III.A(iii) To Revise the Fundamental Policy Regarding the Borrowing of Money, Issuing of Senior Securities and Purchasing Securities on Margin III.B To Eliminate the Fundamental Policy Regarding the Pledging, Mortgaging or Hypothecating of Assets III.C To Revise the Fundamental Policy X Regarding Underwriting Securities III.D To Revise the Fundamental Policy X Regarding Investments in Real Estate and Interests Therein III.E To Revise the Fundamental Policy X Regarding Purchases and Sales of Commodities and Commodities Contracts III.F To Revise the Fundamental Policy X Regarding the Diversification of Investments III.G To Revise the Fundamental Policy X X X X X X Regarding Investment Concentrations within a Particular Industry III.H(i) To Eliminate the Fundamental Policy Regarding Purchases from and Sales to Officers, Directors and Employees III.H(ii) To Eliminate the Fundamental Policy Regarding Securities Trading Accounts III.I To Revise the Fundamental Policy X Regarding the Making of Loans III.J To Eliminate the Fundamental Policy Regarding Short Sales
13
THE THE THE THE HARTFORD HARTFORD THE HARTFORD HARTFORD TOTAL THE SMALL HARTFORD TAX-FREE TAX-FREE RETURN HARTFORD COMPANY STOCK CALIFORNIA NEW YORK BOND VALUE PROPOSAL: FUND FUND FUND FUND FUND FUND - --------- -------- -------- ---------- -------- -------- -------- III.K To Revise the Fundamental Policy Regarding Investments within Certain Industries
THE THE THE THE THE HARTFORD THE THE HARTFORD HARTFORD HARTFORD HARTFORD U.S. HARTFORD HARTFORD GROWTH SMALLCAP TAX-FREE TAX-FREE GOVERNMENT VALUE GROWTH OPPORTUNITIES GROWTH MINNESOTA NATIONAL SECURITIES OPPORTUNITIES PROPOSAL: FUND FUND FUND FUND FUND FUND FUND - --------- -------- ------------- -------- --------- -------- ---------- ------------- I. To Elect a Board X X X X X X X of Directors II. To Permit the X X X X X X X Fund's Investment Adviser to Select and Contract with Sub- Advisers without Obtaining Shareholder Approval III.A(i) To Revise the Fundamental Policy Regarding the Issuing of Senior Securities III.A(ii) To Revise the Fundamental Policy Regarding the Borrowing of Money III.A(iii) To Revise X the Fundamental Policy Regarding the Borrowing of Money, Issuing of Senior Securities and Purchasing Securities on Margin III.B To Eliminate X the Fundamental Policy Regarding the Pledging, Mortgaging or Hypothecating of Assets III.C To Revise the Fundamental Policy Regarding Underwriting Securities
14
THE THE THE THE THE HARTFORD THE THE HARTFORD HARTFORD HARTFORD HARTFORD U.S. HARTFORD HARTFORD GROWTH SMALLCAP TAX-FREE TAX-FREE GOVERNMENT VALUE GROWTH OPPORTUNITIES GROWTH MINNESOTA NATIONAL SECURITIES OPPORTUNITIES PROPOSAL: FUND FUND FUND FUND FUND FUND FUND - --------- -------- ------------- -------- --------- -------- ---------- ------------- III.D To Revise the X Fundamental Policy Regarding Investments in Real Estate and Interests Therein III.E To Revise the X Fundamental Policy Regarding Purchases and Sales of Commodities and Commodities Contracts III.F To Revise the Fundamental Policy Regarding the Diversification of Investments III.G To Revise the X X X X X X X Fundamental Policy Regarding Investment Concentrations within a Particular Industry III.H(i) To Eliminate X the Fundamental Policy Regarding Purchases from and Sales to Officers, Directors and Employees III.H(ii) To X Eliminate the Fundamental Policy Regarding Securities Trading Accounts III.I To Revise the X Fundamental Policy Regarding the Making of Loans III.J To Eliminate X the Fundamental Policy Regarding Short Sales
15
THE THE THE THE THE HARTFORD THE THE HARTFORD HARTFORD HARTFORD HARTFORD U.S. HARTFORD HARTFORD GROWTH SMALLCAP TAX-FREE TAX-FREE GOVERNMENT VALUE GROWTH OPPORTUNITIES GROWTH MINNESOTA NATIONAL SECURITIES OPPORTUNITIES PROPOSAL: FUND FUND FUND FUND FUND FUND FUND - --------- -------- ------------- -------- --------- -------- ---------- ------------- III.K To Revise the Fundamental Policy Regarding Investments within Certain Industries
SHARE OWNERSHIP The following table sets forth the dollar range of equity securities beneficially owned by each director of the Companies or nominee for election as a director of the Companies in each of the Funds and on an aggregate basis in any registered investment companies overseen or to be overseen by the director or nominee within the same family of investment companies, as of April 30, 2005. NON-INTERESTED DIRECTORS AND NOMINEES
AGGREGATE DOLLAR RANGE OF EQUITY SECURITIES IN ALL REGISTERED INVESTMENT COMPANIES OVERSEEN BY NAME OF DIRECTOR DIRECTOR IN FAMILY OF OR NOMINEE DOLLAR RANGE OF EQUITY SECURITIES IN THE FUND INVESTMENT COMPANIES - ---------------- ------------------------------------------------------ ------------------------- Lynn S. Birdsong........ The Hartford Equity Income Fund $10,001-$50,000 $50,001-$100,000 The Hartford Global Leaders Fund $10,001-$50,000 The Hartford Stock Fund $1-$10,000 Robert M. Gavin......... The Hartford Balanced Allocation Over $100,000 Over $100,000 Fund $50,001-$100,000 The Hartford Global Leaders Fund Over $100,000 The Hartford Growth Fund Over $100,000 The Hartford Growth Opportunities $10,001-$50,000 Fund The Hartford Money Market Fund Duane E. Hill........... None None Sandra S. Jaffee(1)..... None None William P. None None Johnston(2)............ Phillip O. Peterson..... The Hartford Global Technology Fund $10,001-$50,000 $10,001-$50,000
- --------------- (1) Ms. Jaffee is a director of The Hartford Mutual Funds, Inc. but is not currently a director of The Hartford Mutual Funds II, Inc. (2) Mr. Johnston is not currently a director of any of the Companies. 16 INTERESTED DIRECTORS AND NOMINEES
AGGREGATE DOLLAR RANGE OF EQUITY SECURITIES IN ALL REGISTERED INVESTMENT COMPANIES OVERSEEN BY NAME OF DIRECTOR DIRECTOR IN FAMILY OF OR NOMINEE DOLLAR RANGE OF EQUITY SECURITIES IN THE FUND INVESTMENT COMPANIES - ---------------- ------------------------------------------------------ ------------------------- Thomas M. Marra......... The Hartford Advisers Fund Over $100,000 Over $100,000 The Hartford Capital Appreciation Over $100,000 Fund $50,001-$100,000 The Hartford Dividend and Growth Over $100,000 Fund $50,001-$100,000 The Hartford Focus Fund $50,001-$100,000 The Hartford Global Leaders Fund The Hartford High Yield Fund $1-$10,000 The Hartford International Over $100,000 Opportunities $50,001-$100,000 Fund Over $100,000 The Hartford MidCap Fund The Hartford Small Company Fund The Hartford Stock Fund Lowndes A. Smith........ The Hartford Capital Appreciation $50,001-$100,000 Over $100,000 Fund $50,001-$100,000 The Hartford Global Health Fund $10,001-$50,000 The Hartford Global Leaders Fund $10,001-$50,000 The Hartford Global Technology Fund $50,001-$100,000 The Hartford MidCap Fund $10,001-$50,000 The Hartford Small Company Fund David M. The Hartford High Yield Fund $10,001-$50,000 $10,001-$50,000 Znamierowski(1)........
- --------------- (1) Mr. Znamierowski is a director of The Hartford Mutual Funds, Inc. but is not currently a director of The Hartford Mutual Funds II, Inc. As of April 30, 2005, all directors and officers as a group owned less than 1% of the outstanding shares of each class of each Fund. As of May 31, 2005, no person to the knowledge of any Company owned beneficially more than 5% of the outstanding shares of any class of shares of a Fund, except as listed in Attachment B. As of April 30, 2005, none of the non-interested directors* (or their immediate family members) had share ownership in securities of any Company's investment adviser, principal underwriter or in an entity controlling, controlled by or under common control with the investment adviser or principal underwriter of a Company (not including registered investment companies). - --------------- * The "non-interested directors" of the Companies are those directors who are not "interested persons" as defined in the Investment Company Act of 1940, by virtue of an affiliation with, or equity ownership of, HIFSCO, Hartford Investment Management, or other affiliated companies. 17 PROPOSAL I ELECTION OF DIRECTORS At the Meeting, shareholders will be asked to elect members to each Company's Board of Directors. There are nine positions on each Company's Board of Directors. Currently, The Hartford Mutual Funds, Inc. has eight directors, all of whom are being nominated for election or re-election to the Board of that Company. The Hartford Mutual Funds II, Inc. currently has six directors, all of whom are being nominated for election or re-election to the Board of that Company. All of the nominees, except William P. Johnston, currently serve as director of one or both of the Companies. The current composition of each Company's Board of Directors is the same, with the exception of David M. Znamierowski and Sandra S. Jaffee, each of whom serves on the Board of Directors of The Hartford Mutual Funds, Inc., but does not serve on the Board of Directors of The Hartford Mutual Funds II, Inc. Mr. Znamierowski was previously selected by the Board of Directors of The Hartford Mutual Funds, Inc. to serve as a director of that Company. In addition to being nominated for election to the Board of Directors of The Hartford Mutual Funds, Inc., Mr. Znamierowski was recommended by the Companies' investment adviser to serve as a member of the Board of Directors of The Hartford Mutual Funds II, Inc. and is being nominated for election to the Board of Directors of that Company. Ms. Jaffee was previously selected by the Board of Directors of The Hartford Mutual Funds, Inc. to serve as a director of that Company, and is now nominated for election to the Board of Directors of that Company. In addition, Ms. Jaffee was recommended by the non-interested directors of the Companies to serve as a member of the Board of Directors of The Hartford Mutual Funds II, Inc. and is being nominated for election to the Board of Directors of that Company. Lynn S. Birdsong and Thomas M. Marra were both previously selected by the Board of Directors of each Company to serve as directors of the Companies, and are now nominated for election to the Board of Directors of each Company. William P. Johnston is being nominated for election to the Board of Directors of each Company. Mr. Johnston was recommended by the non-interested directors of the Companies to serve as a member of the Boards. All other nominees have previously been elected to the Boards and are standing for re-election. Pertinent information regarding each nominee's principal occupation and business experience during at least the past five years, the number of portfolios advised by HIFSCO and its affiliates (collectively, the "Hartford Fund Complex") currently overseen, or to be overseen, by each nominee, and the other directorships held by each nominee is set forth below. Shareholders wishing to send communications to the Boards, or to the nominees for election to the Boards, may communicate with Board members and/or nominees by submitting written correspondence, directed to the Board of Directors and/or nominees, in care of the applicable Company's Secretary, Edward P. Macdonald, c/o Hartford Mutual Funds, P.O. Box 2999, Hartford, Connecticut 06104-2999. 18 NOMINEES FOR ELECTION AS NON-INTERESTED DIRECTORS
NUMBER OF PORTFOLIOS POSITION TERM OF IN FUND HELD OFFICE* AND COMPLEX OTHER WITH THE HAS SERVED PRINCIPAL OCCUPATION(S) OVERSEEN DIRECTORSHIPS NAME AND AGE COMPANIES SINCE DURING LAST 5 YEARS BY DIRECTOR HELD BY DIRECTOR - ------------ --------- ----------- ----------------------- ----------- ---------------- Lynn S. Birdsong Director 2003 From 1979 to 2002, Mr. 80 Mr. Birdsong is (age 58) Birdsong was a managing a director of director of Zurich The Japan Fund, Scudder Investments, an Inc. investment management firm. In 2003, Mr. Birdsong became an independent director of The Japan Fund, Inc.; during his employment with Scudder, he was an interested director of The Japan Fund, Inc. From 2003 to March 2005, Mr. Birdsong was an independent director of the Atlantic Whitehall Funds. Since 1981, Mr. Birdsong has been a partner in Birdsong Company, an advertising specialty firm. Robert M. Gavin Director The Dr. Gavin is an 80 None (age 64) and Hartford educational consultant. Chairman Mutual Prior to September 1, of the Funds, 2001, he was President Board Inc. -- 2002 of Cranbrook Education Community; and prior to The July 1996, he was Hartford President of Macalester Mutual College, St. Paul, Funds II, Minnesota. Inc. -- 1986 Duane E. Hill Director The Mr. Hill is a Partner 80 None (age 59) Hartford Emeritus and a founding Mutual partner of TSG Capital Funds, Group, a private equity Inc. -- 2001 investment firm that serves as sponsor and The lead investor in Hartford leveraged buyouts of Mutual middle market Funds II, companies. Mr. Hill is Inc. -- 2002 also a partner of TSG Ventures L.P., a private equity investment company that invests primarily in minority-owned small businesses.
19
NUMBER OF PORTFOLIOS POSITION TERM OF IN FUND HELD OFFICE* AND COMPLEX OTHER WITH THE HAS SERVED PRINCIPAL OCCUPATION(S) OVERSEEN DIRECTORSHIPS NAME AND AGE COMPANIES SINCE DURING LAST 5 YEARS BY DIRECTOR HELD BY DIRECTOR - ------------ --------- ----------- ----------------------- ----------- ---------------- Sandra S. Jaffee Director(1) The Ms. Jaffee is an 80(2) None (age 63) Hartford Entrepreneur in Mutual Residence with Warburg Funds, Pincus, a private Inc. -- 2005 equity firm. From September 1995 to July 2004, Ms. Jaffee served as Executive Vice President at Citigroup, where she was President and Chief Executive Officer of Citibank's Global Securities Services (1995-2003). William P. Johnston None N/A Mr. Johnston joined the 80(3) Mr. Johnston is (age 60) Board of Directors of Chairman of the Renal Care Group, Inc. Board of in November 2002 and Directors of currently serves as Renal Care Chairman of the Board Group, Inc. (March 2003-present). From August 2001 until December 2002, Mr. Johnston was Managing Director of SunTrust Robinson Humphrey, the investment banking division of SunTrust Banks, Inc. From 1998 through 2001, Mr. Johnston was Vice Chairman of the investment banking affiliate of SunTrust Banks, Inc., where he was also Chief Executive Officer from 1998 through April 2000.
20
NUMBER OF PORTFOLIOS POSITION TERM OF IN FUND HELD OFFICE* AND COMPLEX OTHER WITH THE HAS SERVED PRINCIPAL OCCUPATION(S) OVERSEEN DIRECTORSHIPS NAME AND AGE COMPANIES SINCE DURING LAST 5 YEARS BY DIRECTOR HELD BY DIRECTOR - ------------ --------- ----------- ----------------------- ----------- ---------------- Phillip O. Peterson Director The Mr. Peterson is a 80 None (age 60) Hartford mutual fund industry Mutual consultant. He was a Funds, partner of KPMG LLP (an Inc. -- 2002 accounting firm) until July 1999. From January The 2004 to April 2005, Mr. Hartford Peterson served as Mutual Independent President Funds II, of Strong Mutual Funds. Inc. -- 2000
- --------------- * Each director serves until his or her death, resignation, or retirement or until his or her successor is elected and qualifies. (1) Director of The Hartford Mutual Funds, Inc. only. Ms. Jaffee is a consultant for a controlling shareholder of Institutional Shareholder Services, Inc., an unaffiliated third party corporate governance research service company ("ISS"), and serves as a director of ISS and as a member of the Executive Committee of the board of directors of ISS. From time to time, ISS may provide in-depth analyses of shareholder meeting agendas, vote recommendations, record-keeping or vote disclosure services to one or more of the sub-advisers to the Funds. (2) Ms. Jaffee currently oversees a total of 63 portfolios in the Hartford Fund Complex, but she will oversee a total of 80 portfolios in the Hartford Fund Complex if she is elected to each of the directorships for which she is currently nominated. (3) Mr. Johnston will oversee a total of 80 portfolios in the Hartford Fund Complex if he is elected to each of the directorships for which he is currently nominated. 21 NOMINEES FOR ELECTION AS INTERESTED DIRECTORS
NUMBER OF PORTFOLIOS POSITION TERM OF IN FUND HELD OFFICE* AND COMPLEX OTHER WITH THE HAS SERVED PRINCIPAL OCCUPATION(S) OVERSEEN DIRECTORSHIPS NAME AND AGE COMPANIES SINCE DURING LAST 5 YEARS BY DIRECTOR HELD BY DIRECTOR - ------------ --------- ----------- ----------------------- ----------- ---------------- Thomas M. Marra** Director 2002 Mr. Marra is President 80 Mr. Marra is a (age 47) and Chief Operating member of the Officer of Hartford Board of Life, Inc. He is also a Directors of The member of the Board of Hartford. Directors and a member of the Office of the Chairman for The Hartford, the parent company of Hartford Life, Inc. Mr. Marra was named President of Hartford Life, Inc. in 2001 and Chief Operating Officer in 2000, and served as Director of Hartford Life, Inc.'s Investment Products Division from 1998 to 2000. Mr. Marra is also a Managing Member and President of Hartford Investment Financial Services, LLC ("HIFSCO") and HL Investment Advisors, LLC ("HL Advisors"). Lowndes A. Smith** Director The Mr. Smith served as 80 Mr. Smith is a (age 65) Hartford Vice Chairman of The director of Mutual Hartford from February White Mountains Funds, 1997 to January 2002, Insurance Group Inc. -- 1996 as President and Chief Ltd. Executive Officer of The Hartford Life, Inc. Hartford from February 1997 to Mutual January 2002, and as Funds II, President and Chief Inc. -- 2002 Operating Officer of Hartford Life Insurance Company ("Hartford Life") from January 1989 to January 2002.
22
NUMBER OF PORTFOLIOS POSITION TERM OF IN FUND HELD OFFICE* AND COMPLEX OTHER WITH THE HAS SERVED PRINCIPAL OCCUPATION(S) OVERSEEN DIRECTORSHIPS NAME AND AGE COMPANIES SINCE DURING LAST 5 YEARS BY DIRECTOR HELD BY DIRECTOR - ------------ --------- ----------- ----------------------- ----------- ---------------- David M. Znamierowski........ Director(1) Director, Mr. Znamierowski 79(3) None (age 44)** President The currently serves as and Chief Hartford President of Hartford Executive Mutual Investment Management Officer Funds, Company ("Hartford Inc. -- 1999 Investment Management"); Executive President, Vice President and The Chief Investment Hartford Officer for Hartford Mutual Life Insurance Company Funds, ("Hartford Life"); Inc. -- 1999(2) Executive Vice President and Chief President, Investment Officer of The Hartford Life, Inc.; Hartford and Executive Vice Mutual President and Chief Funds II, Investment Officer of Inc. -- The Hartford. Mr. 2001(2) Znamierowski is also a Chief Managing Member and Executive Executive Vice Officer -- President of HIFSCO and 2005 HL Advisors.
- --------------- * Each director serves until his or her death, resignation, or retirement or until his or her successor is elected and qualifies. ** Mr. Marra and Mr. Znamierowski are interested directors due to positions they hold with affiliates of the Companies. Mr. Smith is an interested director because he owns stock of the parent company of HIFSCO. (1)Director of The Hartford Mutual Funds, Inc. only. (2)Mr. Znamierowski has served as President of The Hartford Mutual Funds, Inc. from 1999 to date and of The Hartford Mutual Funds II, Inc. from 2001 to date, with the exception of the period from February 1, 2005 to March 27, 2005, during which time John C. Walters served in those capacities. (3)Mr. Znamierowski currently oversees a total of 62 portfolios in the Hartford Fund Complex, but he will oversee a total of 79 portfolios in the Hartford Fund Complex if he is elected to each of the directorships for which he is currently nominated. 23 The Board of each Company has established an Audit Committee, a Nominating Committee, a Litigation Committee, and an Investment Committee. The Audit Committee of each Company currently consists of all non-interested directors of each Company. The Audit Committee of each Company met four times during the fiscal year ended October 31, 2004. The functions performed by each Audit Committee, which are contained in the Audit Committee's written charter, are to (i) oversee the Funds' accounting and financial reporting policies and practices, their internal controls and, as appropriate, the internal controls of certain service providers; (ii) assist the Board in its oversight of the qualifications, independence, and performance of the Funds' independent registered public accounting firm, the quality, objectivity, and integrity of the Funds' financial statements and the independent audit thereof, and the performance of the Company's internal audit function; and (iii) act as a liaison between the Funds' independent registered public accounting firm and the full Board of Directors. The non-interested directors of each Company's Board of Directors comprise the Company's Nominating Committee. The Nominating Committee of each Company met three times during the fiscal year ended October 31, 2004. The function of the Nominating Committee, which is described in the Nominating Committee's written charter, is to screen and select non-interested candidates to the Board of Directors. The charter, which is not available on the Funds' website, is attached hereto as Attachment C. The Nominating Committee will consider nominees for non-interested directors recommended by shareholders if a vacancy among the non-interested directors occurs and if the nominee meets the Committee's criteria. Shareholders wishing to submit recommendations for nominees must send a letter to the chairperson of the Nominating Committee, in care of the Secretary of the applicable Company at 55 Farmington Avenue, 11th Floor, Hartford, Connecticut 06105, and must include, at a minimum: (i) the shareholder's contact information; (ii) the nominee's contact information, the nominee's resume or curriculum vitae, and the number of applicable Fund shares owned by the proposed nominee; (iii) a statement as to whether the nominee is an "interested person" of the applicable Fund as defined in Section 2(a)(19) of the Investment Company Act of 1940 (the "1940 Act"), and appropriate documentation to support the statement; (iv) all information regarding the nominee that would be required to be disclosed in solicitations of proxies for elections of directors required by Regulation 14A of the Securities Exchange Act of 1934; and (v) a notarized letter executed by the nominee, stating his or her intention to serve as a nominee and be named in the applicable Fund's proxy statement, if so designated by the Nominating Committee and the Company's Board of Directors. A shareholder nominee recommendation must be received by the Nominating Committee within a reasonable time period prior to the proxy submission. A shareholder or shareholder group may not submit for consideration a nominee who has previously been considered by the Nominating 24 Committee. Candidates submitted by shareholders are evaluated according to the same criteria as other non-interested director candidates. The Nominating Committee has not received a recommended nominee from an eligible shareholder or shareholder group who individually, or in the aggregate, beneficially owned more than 5% of the applicable Fund's voting shares for at least one year. The Nominating Committee may, from time to time, engage the services of an independent consultant to identify and screen suitable prospective board candidates. Care is given to ensure that the individual members of the Boards bring to their deliberations education, work and personal experiences that would improve the value provided to the shareholders. The following criteria for nominees generally are considered as a minimum requirement for consideration as a non-interested director: - Fifteen (15) years business or academic experience in a management, administrative, or other oversight capacity; - College degree or business experience equivalent to a college degree; - At least one non-interested director should have an investment background and at least one director should have a financial/accounting background; - Personal accomplishments that would provide ready acceptance by shareholders that the individual is capable of representing their interests; - An ability to invest in Hartford funds; - A person able to think through and discuss complicated regulatory and financial issues and arrive at reasonable decisions on these issues on behalf of the shareholders; - A person of high ethical standards; - Must meet minimum standards set out in the Funds' audit committee charter; and - Must be "financially literate" as that term is defined under New York Stock Exchange rules. For these purposes, this means the ability to read and understand fundamental financial statements, including a company's balance sheet, income statement, and cash flow statement. Directors who have limited familiarity with finance can achieve such "literacy" through Fund-sponsored training programs. The Litigation Committee of each Company is made up of the following non-interested members of the Board of Directors of each Company: Robert M. Gavin, Lynn S. Birdsong, Duane E. Hill, and Sandra S. Jaffee.* The Litigation Committee, which was established on February 5, 2004, manages any legal actions that are brought by, on behalf of or against the Funds, their respective - --------------- * Ms. Jaffee serves on the Litigation Committee for The Hartford Mutual Funds, Inc. only. 25 Boards and/or the non-interested directors. The Litigation Committee met five times during the fiscal year ended October 31, 2004. The Investment Committee of each Company was established on February 1, 2005. The Investment Committee is made up of all directors of each respective Company. The Investment Committee of each Company assists the respective Boards in its oversight of the Funds' investment performance and related matters. During each Fund's fiscal year ended October 31, 2004, there were ten meetings of each Company's Board of Directors. No director attended or participated telephonically in fewer than 75% of the aggregate of the number of meetings of the Board of Directors and the number of meetings held by all committees of the Board on which such director served. The Companies pay no compensation to any director or officer who is an officer or employee of The Hartford, HIFSCO or any affiliated company. During the fiscal year ended October 31, 2004, the Funds paid a fee to each director who is not an officer or employee of The Hartford, HIFSCO or any affiliated company. The following table sets forth the compensation that each director received during the fiscal year ended October 31, 2004, from each Company and the entire Hartford Fund Complex.
AGGREGATE AGGREGATE PENSION OR TOTAL COMPENSATION COMPENSATION RETIREMENT COMPENSATION FROM THE FROM THE BENEFITS ESTIMATED FROM THE FUNDS HARTFORD HARTFORD ACCRUED AS PART ANNUAL AND FUND NAME OF PERSON, MUTUAL FUNDS, MUTUAL OF FUND BENEFITS UPON COMPLEX PAID POSITION INC. FUNDS II, INC. EXPENSES RETIREMENT TO DIRECTORS(1) - --------------- ------------- -------------- --------------- ------------- --------------- NON-INTERESTED DIRECTORS Lynn S. Birdsong, Director............... $27,437 $3,001 $0 $0 $121,750 Robert M. Gavin Director............... $31,952 $3,486 $0 $0 $141,750 Duane E. Hill, Director............... $28,283 $3,092 $0 $0 $125,500 Sandra S. Jaffee, Director(2)............ $0 $0 $0 $0 $0 Phillip O. Peterson, Director............... $26,479 $2,896 $0 $0 $117,500 INTERESTED DIRECTOR Thomas M. Marra, Director............... $0 $0 $0 $0 $0 Lowndes A. Smith, Director............... $24,732 $2,705 $0 $0 $109,750 David M. Znamierowski, Director............... $0 $0 $0 $0 $0
- --------------- (1) As of October 31, 2004, five registered investment companies in the Hartford Fund Complex paid compensation to some or all of the directors. (2) Ms. Jaffee was selected as a director of The Hartford Mutual Funds, Inc. on February 1, 2005. She is a director of The Hartford Mutual Funds, Inc., but is not a director of The Hartford Mutual Funds II, Inc. 26 The Board of Directors of each Company recommends that shareholders vote in favor of the individuals listed on the proxy card as Nominees for Election to serve as directors of the respective Company. A plurality of the votes properly cast in person or by proxy at the Meeting is required for the election of directors. This means that the nine nominees receiving the highest number of "FOR" votes will be elected. Because each Fund is a series of a Company, each shareholder vote will be counted together with the votes of shareholders of the other series of that Company, voting as a single class in the election of Directors of the Company. Unless otherwise instructed, the proxies will vote all properly executed proxy cards "FOR" the nominees. All of the nominees have consented to serve as directors if elected. In the event any of the nominees are not candidates for election at the Meeting, the proxies may vote for such other persons according to their best judgment. Nothing currently indicates that such a situation will arise. 27 PROPOSAL II TO PERMIT THE FUNDS' INVESTMENT ADVISER TO SELECT AND CONTRACT WITH SUB-ADVISERS WITHOUT OBTAINING SHAREHOLDER APPROVAL PROPOSED FOR ALL FUNDS EXCEPT THOSE LISTED IN FOOTNOTE (1) (For purposes of the discussion regarding Proposal II, below, the terms "Fund" and "Funds" shall refer to all Funds except those listed in footnote (1), unless otherwise indicated.) Under Section 15(a) of the 1940 Act, investment advisers to mutual funds cannot select sub-advisers and enter into a sub-advisory agreement without obtaining shareholder approval. Similarly, shareholders must approve any material amendments to an existing sub-advisory agreement between an adviser and a sub-adviser. Hartford HLS Series Fund II, Inc. (formerly, Fortis Series Fund, Inc.) and Fortis Advisers, Inc. applied for and obtained an exemption from those and other requirements under Section 15(a) of the 1940 Act from the Securities and Exchange Commission (the "SEC"). The exemptive order, among other things, allows the investment adviser to the series of Hartford HLS Series Fund II, Inc. (at that time, Fortis Advisers, Inc.) to retain or terminate sub-advisers that are not affiliated with the investment adviser (currently HL Advisors) or those funds (other than by reason of serving as a sub-adviser to one or more of the funds) (each, a "Sub-Adviser," and together, the "Sub-Advisers") for those funds without shareholder approval (the "Order").(2) The Order required Hartford HLS Series Fund II, Inc. to - --------------- (1) This proposal does NOT apply to The Hartford Aggressive Growth Allocation Fund, The Hartford Balanced Allocation Fund, The Hartford Capital Appreciation II Fund, The Hartford Conservative Allocation Fund, The Hartford Floating Rate Fund, The Hartford Growth Allocation Fund, The Hartford Income Allocation Fund, The Hartford Select MidCap Growth Fund, and The Hartford Select MidCap Value Fund. Proposal II is not being submitted for approval to the shareholders of The Hartford Capital Appreciation II Fund, The Hartford Floating Rate Fund, The Hartford Select MidCap Growth Fund, and The Hartford Select MidCap Value Fund because those Funds already have shareholder approval to operate under the terms of the exemptive order discussed in this section. Proposal II is not being submitted for approval to the shareholders of the remaining Funds listed above, the Funds of Funds, because HIFSCO does not engage a sub-adviser in the management of those Funds. (2) Fortis Series Fund, Inc. and Fortis Advisers, Inc., Investment Company Act Rel. Nos. 24158 (Nov. 23, 1999) (notice) and 24211 (Dec. 21, 1999) (order). The indirect parent company of HL Investment Advisors, LLC, an affiliate of HIFSCO, acquired Fortis Advisers, Inc. on April 2, 2001. 28 submit this arrangement, commonly known as a "manager of managers" structure, to shareholders prior to taking advantage of the Order. The shareholders of the existing series of Fortis Series Fund, Inc. approved the "manager of managers" structure for those series on August 12, 1999. The Order further allows other funds advised by Hartford HLS Series Fund II, Inc.'s adviser (or any entity controlling, controlled by or under common control with the adviser) to rely on the Order, provided that any such funds comply with the conditions of the Order, including the condition that shareholders approve the operation of the respective funds in this manner beforehand. HIFSCO does not make the day-to-day investment decisions for the Funds, but instead establishes the Funds' investment programs and selects, supervises and evaluates separate Sub-Advisers who make those investment decisions, subject to the review of the Board of Directors. In addition to allowing the investment adviser for certain other funds advised by HIFSCO and its affiliates to retain and terminate Sub-Advisers based on its evaluations of the Sub-Advisers without shareholder approval, the Order permits the adviser to continue receiving the services of Sub-Advisers whose sub-advisory agreements ("Sub-Advisory Agreements") have been "assigned" as a result of any change in control of a Sub-Adviser without seeking shareholder approval, because the 1940 Act requires automatic termination of an advisory contract in the event of such an assignment. To afford like flexibility to the Funds, management is seeking shareholders' approval of such an arrangement for the Funds. Without the delay and cost inherent in holding shareholder meetings each time the investment adviser or Board determines a change in Sub-Advisers would benefit a Fund, the Companies will be able to act more quickly and with less expense to replace Sub-Advisers. The Funds are structured differently from many other investment companies. Under a traditional investment company structure, the investment adviser is a single entity that employs one or more individuals internally as portfolio managers to make investment decisions. The adviser is free to retain or terminate those portfolio managers without board or shareholder approval. In the case of the Funds, however, day-to-day investment decisions are not made by HIFSCO. Instead, HIFSCO selects, supervises, evaluates and, if necessary, terminates Sub-Advisers that make those day-to-day investment decisions. Management believes that permitting HIFSCO to perform these services, without incurring the delay and expense involved with obtaining shareholder approval of new Sub-Advisory Agreements or material amendments to existing Sub-Advisory Agreements, is appropriate and in the best interest of each Fund's shareholders and will allow each Fund to operate more efficiently. If shareholders approve this proposal, when an existing Sub-Advisory Agreement is amended in any material respect, or when a new Sub-Adviser for 29 a Fund is retained by HIFSCO, shareholders will not be required to approve the amendment or new Sub-Advisory Agreement between HIFSCO and that Sub-Adviser. The Boards of Directors (including a majority of the directors who are not parties to the contract or interested persons of any such party) will continue to approve new contracts between HIFSCO and a Sub-Adviser as well as changes to existing contracts. The requested relief will not apply to the advisory agreements between HIFSCO and the Companies, and material changes to those agreements will continue to require approval of shareholders. In addition, HIFSCO will not enter into a sub-advisory agreement with a sub-adviser that is an "affiliated person," as defined in the 1940 Act, of the Companies or HIFSCO, other than by reason of serving as a sub-adviser to one or more of the Funds (an "Affiliated Sub-Adviser"), without that sub-advisory agreement being approved by the applicable Fund's shareholders. If the proposal is approved, the Companies will also be permitted, in a situation in which there is more than one Sub-Adviser to a Fund, to disclose in its prospectus, statement of additional information, financial statements and certain other documents only (i) fees paid to HIFSCO and any Affiliated Sub-Adviser by that Fund, (ii) aggregate fees paid by HIFSCO to the Sub-Advisers of that Fund, other than Affiliated Sub-Advisers, and (iii) fees paid by HIFSCO to any Affiliated Sub-Adviser ("Aggregate Fee Disclosure"). Therefore, in such a situation a Company would not have to disclose separately the fees paid by HIFSCO to a particular Sub-Adviser, other than an Affiliated Sub-Adviser. If this proposal is approved, each Company and HIFSCO will adhere to the following conditions specified in the Order: (1) Before a Fund may rely on the Order, the operation of the Fund in the manner described in this Proxy Statement must be approved by a majority of the outstanding voting securities of the Fund (or, if the Fund serves as a funding medium for any sub-account of a registered separate account, pursuant to voting instructions provided by the unitholders of the sub-account), as defined in the 1940 Act. (2) Any Fund relying on the Order must disclose in its prospectus the existence, substance and effect of the Order. In addition, any Fund relying on the Order must hold itself out to the public as employing the management structure described in the exemptive application. The prospectus must prominently disclose that HIFSCO has ultimate responsibility (subject to oversight by the Board of Directors) to oversee the Sub-Advisers and recommend their hiring, termination and replacement. This information will include Aggregate Fee Disclosure and any change in such disclosure caused by the addition of a new Sub-Adviser. HIFSCO will meet this condition by providing the shareholders with an information 30 statement meeting the requirements of Regulation 14C, Schedule 14C and Item 22 of Schedule 14A under the Securities Exchange Act of 1934, except as modified by the order to permit Aggregate Fee Disclosure. (3) Within 90 days of the hiring of any new Sub-Adviser, shareholders will be furnished all information about the new Sub-Adviser or Sub-Advisory Agreement that would be included in a proxy statement, except that the fee disclosure will be as noted above in the case of Funds with more than one Sub-Adviser. This information will include Aggregate Fee Disclosure and any change in such disclosure caused by the addition of a new Sub-Adviser. HIFSCO will meet this condition by providing the shareholders with an information statement meeting the requirements of Regulation 14C, Schedule 14C and Item 22 of Schedule 14A under the Securities Exchange Act of 1934, except as modified by the order to permit Aggregate Fee Disclosure. (4) HIFSCO will not enter into a Sub-Advisory Agreement with any Affiliated Sub-Adviser without that Sub-Advisory Agreement, including the compensation to be paid thereunder, being approved by the Fund's shareholders. (5) At all times, a majority of the Board of Directors will be persons who are not "interested persons" of the Company (as defined in Section 2(a)(19) of the 1940 Act) and the nomination of new or additional non-interested directors will be at the discretion of the then-existing non-interested directors. (6) When a Sub-Adviser change is proposed for a Fund with an Affiliated Sub-Adviser, the Board, including a majority of the non- interested directors, will make a separate finding, reflected in the Board's minutes, that the change is in the best interests of the Fund and its shareholders and does not involve a conflict of interest from which HIFSCO or the Affiliated Sub-Adviser derives an inappropriate advantage. (7) HIFSCO will provide general management services to the Companies and the Funds, including overall supervisory responsibility for the general management and investment of each Fund's security portfolio, and, subject to review and approval by the Boards, will (a) set each Fund's overall investment strategies; (b) evaluate, select and recommend Sub-Advisers to manage all or a part of a Fund's assets; (c) allocate and, when appropriate, reallocate a Fund's assets among multiple Sub-Advisers; (d) monitor and evaluate the investment performance of Sub-Advisers; and (e) implement procedures reasonably designed to ensure that the Sub-Advisers comply with the relevant Fund's investment objective, policies and restrictions. 31 (8) No director or officer of the Companies or HIFSCO will own directly or indirectly (other than through a pooled investment vehicle that is not controlled by such person) any interest in any Sub-Adviser except for (a) ownership of interests in HIFSCO or any entity that controls, is controlled by or is under common control with HIFSCO; or (b) ownership of less than 1% of the outstanding securities of any class of equity or debt of a publicly-traded company that is either a Sub-Adviser or an entity that controls, is controlled by or is under common control with a Sub-Adviser. (9) The Companies will disclose in their registration statements the modified fee disclosure discussed above. (10) Independent counsel knowledgeable about the 1940 Act and the duties of non-interested directors will be engaged to represent the non- interested directors of the Companies. The selection of such counsel will be within the discretion of the then-existing non-interested directors. (11) HIFSCO will provide the Boards of Directors, no less often than quarterly, with information about HIFSCO's profitability on a per-Fund basis. Such information will reflect the impact on profitability of the hiring or termination of any Sub-Adviser during the applicable quarter. (12) Whenever a Sub-Adviser is hired or terminated, HIFSCO will provide the Boards of Directors with information showing the expected impact on HIFSCO's profitability. If the proposal is approved, HIFSCO will have the ability, subject to the approval of the Boards, to hire and terminate Sub-Advisers to the Funds and to change materially the terms of the Sub-Advisory Agreements, including the compensation paid to the Sub-Advisers, without the approval of the shareholders of the Funds. Such changes in Sub-Advisory Agreements would not increase the fees paid by a Fund, and therefore there will be no increase in the fees paid by shareholders for investment advisory services since sub-advisory fees are paid by HIFSCO out of its advisory fee and are not additional charges to a Fund. While HIFSCO expects its relationships with the Sub-Advisers to the Funds to be long-term and stable over time, approval of this proposal will permit HIFSCO to act quickly in situations where HIFSCO and the Boards believe that a change in Sub-Advisers or to a Sub-Advisory Agreement, including any fee paid to a Sub-Adviser, is warranted. This proposal will eliminate the delay of convening a meeting of shareholders to approve the retention of Sub-Advisers or changes to a Sub-Advisory Agreement. The Board of Directors of each Company recommends that the shareholders of each Fund vote to approve this proposal. Adoption of the proposal by a Fund requires the favorable vote of a majority of the outstanding shares of the 32 Fund, as defined in the 1940 Act, which means the lesser of the vote of (a) 67% of the shares of the Fund present at a meeting where more than 50% of the outstanding shares are present in person or by proxy, or (b) more than 50% of the outstanding shares of the Fund. Unless otherwise instructed, the proxies will vote properly executed proxy cards for the approval of the proposal. PROPOSAL III CHANGES TO FUNDAMENTAL INVESTMENT POLICIES PROPOSED FOR ALL FUNDS EXCEPT THOSE LISTED IN FOOTNOTE (3) (For purposes of the discussions regarding Proposal III, below, the terms "Fund" and "Funds" shall refer to all Funds except those listed in footnote (3), unless otherwise indicated.) As described in the following proposals, HIFSCO has recommended to the Boards of Directors, and the Boards of Directors are recommending to shareholders, that certain fundamental investment policies of the Funds be combined, eliminated or revised. The purpose of these proposals is to conform the fundamental investment policies of these Funds to those of other funds within the Hartford Fund Complex, to promote administrative convenience, to update certain policies in light of market and regulatory changes, and to provide increased investment flexibility. No material change in a Fund's investment strategies or approaches is expected as a result of the proposed changes to its fundamental investment policies. Each respective Board of Directors has determined that these changes are in the best interests of each Fund's shareholders and recommends that shareholders approve each of the proposals. BACKGROUND Each Fund has adopted certain fundamental investment policies. A Fund's fundamental investment policies 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 1940 Act. Others were adopted in response to regulatory, business or industry requirements or conditions that, in many cases, no longer prevail. Since the Companies were organized, certain legal and regulatory requirements applicable to investment companies have changed. As a result, some of the Funds are currently subject to fundamental investment - --------------- (3) This proposal does NOT apply to The Hartford Capital Appreciation II Fund, The Hartford Floating Rate Fund, The Hartford Global Communications Fund, The Hartford Global Financial Services Fund, The Hartford Select MidCap Growth Fund, and The Hartford Select MidCap Value Fund. 33 policies that are more restrictive than those required under present law or are no longer required at all under present law. The proposed fundamental investment policies reflect current regulatory and legal requirements under the 1940 Act, and are designed to provide flexibility to respond to future legal, regulatory, market or technical changes. As explained in the discussion of the various sub-proposals, most of the proposed changes to the Funds' fundamental investment policies will, if adopted, result in fundamental investment policies that are substantively the same as the current fundamental investment policies of the Funds. These changes are intended to standardize the language of the fundamental investment policies among the Hartford Fund Complex, and are not expected to result in any material change in Fund operations. Although the proposed amendments to the fundamental investment policies will, in certain instances, give the Funds greater flexibility to respond to future investment opportunities, the investment adviser does not anticipate that the changes, individually or in the aggregate, with respect to a particular Fund, will result at this time in a material change in the level of investment risk associated with investment in any of the Funds. Nor does the investment adviser expect that the proposed fundamental investment policies will, individually or in the aggregate, with respect to a particular Fund, change materially the manner in which the Fund is managed or operated. The specific proposals, and HIFSCO's reasons for recommending them, are described below. Many of the proposed revised fundamental investment policies are the same as those of other funds in the Hartford Fund Complex. The anticipated effect of implementing these proposals is a reduction in the compliance burdens of monitoring, and ensuring compliance with, varying sets of fundamental investment policies within the Hartford Fund Complex. If the shareholders of a particular Fund do not approve a proposal, the Fund's existing fundamental investment policy in question will remain in effect and the Fund's Board of Directors will determine any further appropriate steps to be taken. Attachment D to this Proxy Statement sets out the specific language of each current fundamental investment policy proposed to be eliminated or revised, along with the text of any proposed revision. Adjacent to the name of each Fund identified in the caption of each sub-proposal, we have provided a cross-reference to the relevant page(s) in Attachment D. The descriptions of 34 the proposed eliminations or revisions set out below are qualified in their entirety by reference to Attachment D. A. THE HARTFORD CAPITAL APPRECIATION FUND (D-10), THE HARTFORD DISCIPLINED EQUITY FUND (D-10), THE HARTFORD GLOBAL HEALTH FUND (D-12), THE HARTFORD GLOBAL TECHNOLOGY FUND (D-14), AND THE HARTFORD STOCK FUND (D-10) ONLY (FOR PURPOSES OF THIS SECTION, THE TERM "FUND" OR "FUNDS" SHALL REFER ONLY TO THOSE FUNDS LISTED ABOVE). (I) PROPOSAL TO REVISE THE FUNDAMENTAL INVESTMENT POLICY REGARDING THE ISSUING OF SENIOR SECURITIES. (II) PROPOSAL TO REVISE THE FUNDAMENTAL INVESTMENT POLICY REGARDING THE BORROWING OF MONEY. If these two proposals are approved by the shareholders of the Funds, the fundamental investment policies of each Fund regarding borrowing money and issuing senior securities will be combined to read as follows: 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, or as may otherwise be permitted from time to time by regulatory authority. Each of these Funds is currently subject to a fundamental investment policy prohibiting the Fund from (1) issuing senior securities and (2) borrowing money, except from banks and then only if immediately after such borrowing there is asset coverage of at least 300% as defined in the 1940 Act. Under the 1940 Act, the Funds must have an investment policy describing their ability to issue senior securities. A "senior security" is defined under the 1940 Act as any bond, debenture, note or similar obligation constituting a security and evidencing indebtedness. The 1940 Act generally prohibits an open-end fund from issuing senior securities in order to limit the ability of an investment company to use leverage. In general, an investment company uses leverage when it borrows money to enter into securities transactions, or acquires an asset without being required to make payment until a later point in time. SEC staff interpretations allow an investment company to engage in a number of types of transactions that might otherwise be considered to create "senior securities" or "leverage," provided certain conditions, designed to protect investment company shareholders, are met. For example, some types of transactions that may create a senior security include short sales, certain options and future transactions, and reverse repurchase agreements. Other securities transactions that obligate the investment company to pay money at a future date to meet certain collateralization requirements may also create "senior securities." 35 The proposed fundamental investment policy would clarify the Funds' ability to engage in options, futures contracts, forward contracts and repurchase transactions, and to make short sales as permitted under the 1940 Act and any exemptions available by rule or order under the 1940 Act. The proposed fundamental investment policy clarifies the Funds' ability to engage in certain investment transactions which, while appearing to raise senior security concerns, have been interpreted as not constituting the issuance of senior securities under the federal securities laws. The proposed fundamental investment policy has been drafted to provide flexibility for the Funds to respond to legal, regulatory and market developments, including changes in the SEC staff interpretations and procedures described above, without the expense and delay associated with holding an additional shareholder meeting. Additionally, the proposed fundamental policy regarding the issuance of senior securities is intended to promote consistency among the fundamental investment policies of the funds in the Hartford Fund Complex. The 1940 Act requires investment companies to adopt a fundamental policy with respect to the borrowing of money, which cannot be changed without shareholder approval, and imposes certain limitations on borrowing activities of investment companies. The limitations on borrowing are generally designed to protect shareholders and their investments by restricting an investment company's ability to subject its assets to any claims of creditors who might have a claim to the investment company's assets or rights upon liquidation that would take precedence over the claims of shareholders. Under the 1940 Act, an investment company is permitted to borrow up to 5% of its total assets from any person for temporary purposes, and also may borrow from banks, provided that if borrowings exceed 5%, the investment company must have assets totaling at least 300% of the borrowing when the amount of the borrowing is added to the company's other assets. Thus, an investment company may borrow, in the aggregate, from banks and others, amounts up to one-third (33 1/3%) of its total assets (including those assets represented by the borrowing). Investment companies may desire to borrow money to meet redemptions while waiting for cash from sales of new shares or proceeds from the sale of portfolio securities or to avoid being forced to sell portfolio securities. This technique provides investment companies with greater flexibility to buy and sell portfolio securities for investment or tax considerations, rather than because of a need for short-term cash. The proposed fundamental investment policy would provide that Funds may borrow not only from banks, but from other parties as well, to the extent permitted by the 1940 Act or any exemptions from the 1940 Act. The Funds' greater flexibility to borrow may subject the Funds to additional costs, as well as risks inherent in borrowing, such as reduced total return and increased volatility of net asset value. 36 If the proposed fundamental investment policies on issuing senior securities and borrowing are approved by the shareholders, the ability of a Fund to engage in transactions involving the issuance of senior securities or to engage in borrowings will remain subject to the Fund's non-fundamental investment policies. The Funds non-fundamental investment policies are intended to address certain risks associated with the issuance of senior securities and borrowing money. 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). This policy does not apply to margin arrangements in connection with futures contracts or related options. In addition, each of the Funds is subject to a non-fundamental policy prohibiting it from purchasing securities while outstanding borrowings exceed 5% of its total assets, except for temporary or emergency purposes; provided, however, that reverse repurchase agreements, dollar rolls, securities lending or other investments or transactions described in a Fund's registration statement are not deemed to be borrowings for purposes of this restriction. 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. The Funds' investment adviser has no current intention of proposing any such change to those non-fundamental investment restrictions. If adopted by shareholders, this policy is not expected to alter the investment practices of a Fund. The effectiveness of each of Proposals III(A)(i) and (ii) is dependent upon the approval of both proposals. If shareholders approve Proposal III(A)(i) but do not approve Proposal III(A)(ii), or approve Proposal III(A)(ii) but do not approve Proposal III(A)(i), then neither proposal will be effective. A. THE HARTFORD SMALLCAP GROWTH FUND (D-3) ONLY. (FOR PURPOSES OF THIS SECTION, THE TERM "FUND" SHALL REFER ONLY TO THE HARTFORD SMALLCAP GROWTH FUND). (III) PROPOSAL TO REVISE THE FUNDAMENTAL INVESTMENT POLICY REGARDING THE BORROWING OF MONEY, ISSUING OF SENIOR SECURITIES, AND PURCHASING SECURITIES ON MARGIN. If this proposal is approved by the shareholders of this Fund, the Fund's fundamental investment policy relating to the borrowing of money and issuance 37 of senior securities will be revised 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, or as may otherwise be permitted from time to time by regulatory authority. The Fund is currently subject to a fundamental investment policy prohibiting the Fund from purchasing securities on margin or otherwise borrowing money or issuing senior securities, except that the Fund, in accordance with its investment objectives and policies, may purchase securities on a when-issued and delayed delivery basis, within the limitations set forth in the Prospectus and Statement of Additional Information. The existing fundamental investment policy provides that the Fund may obtain (1) short-term credit that it needs for clearance of securities transactions and (2) borrow money 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. The fundamental investment policy also provides that the Fund may not purchase any investment securities while outstanding bank borrowings (including "roll" transactions) exceed 5% of the value of the Fund's total assets. Under the 1940 Act, the Fund must have an investment policy describing their ability to issue senior securities. A "senior security" is defined under the 1940 Act as any bond, debenture note or similar obligation constituting a security and evidencing indebtedness. The 1940 Act generally prohibits an open-end fund from issuing senior securities in order to limit the ability of an investment company to use leverage. In general, an investment company uses leverage when it borrows money to enter into securities transactions, or acquires an asset, without being required to make payment until a later point in time. SEC staff interpretations allow an investment company to engage in a number of types of transactions that might otherwise be considered to create "senior securities" or "leverage," provided certain conditions, designed to protect investment company shareholders, are met. For example, some types of transactions that may create a senior security include short sales, certain options and future transactions, and reverse repurchase agreements. Other securities transactions that obligate the investment company to pay money at a future date to meet certain collateralization requirements may also create "senior securities." The proposed fundamental investment policy would clarify the Fund's ability to engage in options, futures contracts, forward contracts and repurchase transactions, and to make short sales as permitted under the 1940 Act and any exemptions available by rule or order under the 1940 Act. The proposed fundamental investment policy clarifies the Fund's ability to engage in certain 38 investment transactions that, while appearing to raise senior security concerns, have been interpreted as not constituting the issuance of senior securities under the federal securities laws. The proposed fundamental investment policy has been drafted to provide flexibility for the Fund to respond to legal, regulatory and market developments, including changes in the SEC staff interpretations and procedures described above, without the expense and delay associated with holding an additional shareholder meeting. Additionally, the proposed fundamental policy regarding the issuance of senior securities is intended to promote consistency among the fundamental investment policies of the Hartford Fund Complex. The 1940 Act requires investment companies to adopt a policy, which cannot be changed without shareholder approval, with respect to the borrowing of money and imposes certain limitations on borrowing activities of investment companies. The limitations on borrowing are generally designed to protect shareholders and their investments by restricting an investment company's ability to subject its assets to any claims of creditors who might have a claim to the investment company's assets or rights upon liquidation that would take precedent over the claims of shareholders. Under the 1940 Act an investment company is permitted to borrow up to 5% of its total assets from any person for temporary purposes, and also may borrow from banks, provided that if borrowings exceed 5%, the investment company must have assets totaling at least 300% of the borrowing when the amount of the borrowing is added to the company's other assets. Thus, an investment company may borrow, in the aggregate, from banks and others, amounts up to one-third (33 1/3%) of its total assets (including those assets represented by the borrowing). Investment companies may desire to borrow money to meet redemptions while waiting for cash from sales of new shares or the proceeds from the sale of portfolio securities or to avoid being forced to sell portfolio securities. This technique provides investment companies with greater flexibility to buy and sell portfolio securities for investment or tax considerations, rather than because of a need for short-term cash. The proposed fundamental investment policy would provide that the Fund may borrow, from banks or any other permissible parties, to the extent permitted by the 1940 Act or any exemptions therefrom. The current restriction confines the Fund's permissible borrowing activities to borrowing for purposes of short-term credit needed for clearance of securities transactions and borrowing from banks as a temporary measure to facilitate redemptions (but not for leveraging or investment) in an amount not to exceed 10% of the value of the Fund's total assets. The proposed fundamental investment policy would expand the circumstances under which the Fund may borrow to include any situations permitted by the 1940 Act (for example, if the Fund intended to engage in leverage). The fundamental policy on the use of margin would be eliminated 39 because the use of margin would be subsumed within the broader policy on borrowing generally. Since the proposed fundamental investment policy on borrowing would provide the Fund with greater borrowing flexibility, the Fund may be subject to additional costs, as well as the risks inherent in borrowing, such as reduced total return and increased volatility of net asset value. The use of leverage may subject the Fund to a greater risk of loss. The Fund also could be forced to sell securities at inopportune times to repay loans. This Fund is currently subject to a non-fundamental investment restriction prohibiting it from purchasing any security on margin (except that the 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, the Fund is subject to a non-fundamental policy prohibiting it from purchasing securities while outstanding borrowings exceed 5% of its total assets, except for temporary or emergency purposes; provided, however, that reverse repurchase agreements, dollar rolls, securities lending or other investments or transactions described in the Fund's registration statement are not deemed to be borrowings for purposes of this restriction. 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 Fund's investment adviser has no current intention of proposing any such change to those non-fundamental investment restrictions. If adopted by shareholders, this policy is not expected to alter the investment practices of this Fund. B. THE HARTFORD SMALLCAP GROWTH FUND (D-2) ONLY. (FOR PURPOSES OF THIS SECTION, THE TERM "FUND" SHALL REFER ONLY TO THE HARTFORD SMALLCAP GROWTH FUND.) PROPOSAL TO ELIMINATE THE FUNDAMENTAL POLICY REGARDING THE PLEDGING, MORTGAGING OR HYPOTHECATING OF ASSETS. This Fund is currently subject to a fundamental investment 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 Fund approve this proposal, this fundamental investment policy will be eliminated for the Fund and the Fund will be permitted to pledge, mortgage and/or hypothecate its assets as permitted under the 1940 Act. The existing policy appears to have been adopted by the Fund in response to state regulatory requirements that no longer apply. Although the Fund does not currently intend to change its practices with respect to pledging or otherwise encumbering its assets, HIFSCO believes it would be in the best interests of the 40 Fund to reserve the flexibility to permit the Fund to engage in these practices to the extent permitted by applicable law. Pledging or otherwise encumbering Fund assets entails certain risks. For instance, the Fund could incur costs or encounter delays in recovering the assets pledged or, in the event of the insolvency of the pledgee, the Fund might not be able to recover some or all of the pledged assets. The elimination of the existing fundamental investment policy would allow the Fund greater flexibility to secure borrowings. With greater borrowing flexibility, the Fund may be subject to additional costs, as well as the risks inherent in borrowing, such as reduced total return and increased volatility of net asset value. Additionally, the Fund may also be forced to sell securities at inopportune times to repay loans. The Fund 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 any segregated account, securities lending arrangement, reverse purchase agreements or other assets in escrow and collateral arrangements with respect to margin for futures contracts and related options. Fundamental investment policies cannot be eliminated without shareholder approval. HIFSCO has recommended to the Board of Directors that this policy be eliminated. The 1940 Act does not require this policy to be fundamental, and the existing non-fundamental investment policy could be changed by the Board of Directors without shareholder approval if the directors deem the change to be in the best interests of shareholders. HIFSCO has proposed these changes in order to provide flexibility to conduct the investment program of the Fund in response to changing market conditions and circumstances, consistent with applicable laws in effect from time to time, without the expense and delay associated with presenting the change to shareholders for approval at a shareholders' meeting. The elimination of this policy is also intended to standardize the fundamental investment policies among the Hartford Fund Complex. The Board of Directors does not expect to use this flexibility frequently and has no current intention of doing so. The Fund's investment adviser has no current intention of proposing any such change to the non-fundamental investment policy. However, the Board would be in a position to change the policy when a change, in the directors' judgment, would be in the best interests of the Fund's shareholders. 41 C. THE HARTFORD CAPITAL APPRECIATION FUND (D-7), THE HARTFORD DISCIPLINED EQUITY FUND (D-7), THE HARTFORD GLOBAL HEALTH FUND (D-9), THE HARTFORD GLOBAL TECHNOLOGY FUND (D-12), AND THE HARTFORD STOCK FUND (D-7) ONLY. (FOR PURPOSES OF THIS SECTION, THE TERM "FUND" OR "FUNDS" SHALL REFER ONLY TO THE FUNDS LISTED ABOVE.) PROPOSAL TO REVISE THE FUNDAMENTAL POLICY REGARDING UNDERWRITING SECURITIES. Each of these Funds has a fundamental investment policy prohibiting it from underwriting securities issued by others, except to the extent that the sale of portfolio securities by the Fund may be deemed to be an underwriting. If this proposal is approved by shareholders, these Funds' fundamental investment policy regarding underwriting will be amended and restated as follows: The Fund will not act as an underwriter of securities of other issuers, except to the extent that, in connection with the disposition of portfolio securities, the Fund may be deemed an underwriter under applicable laws. Under the 1940 Act, a Fund's policies concerning underwriting are required to be fundamental. Under the federal securities laws, a person or company generally is considered an underwriter if it participates in the public distribution of securities of other issuers, usually by purchasing the securities from the issuer with the intention of re-selling the securities to the public. Occasionally an investment company may purchase a security, for investment purposes, that it later sells or redistributes to institutional investors or others under circumstances where the investment company could possibly be considered to be an underwriter under the technical definition of "underwriter" contained in the securities laws. The proposed fundamental investment policy is substantively the same as the current policy and is intended to standardize the fundamental investment policies among the Hartford Fund Complex. If adopted by shareholders, this policy is not expected to alter the investment practices of the Funds. D. THE HARTFORD CAPITAL APPRECIATION FUND (D-7), THE HARTFORD DISCIPLINED EQUITY FUND (D-7), THE HARTFORD GLOBAL HEALTH FUND (D-10), THE HARTFORD GLOBAL TECHNOLOGY FUND (D-12), THE HARTFORD SMALLCAP GROWTH FUND (D-2), AND THE HARTFORD STOCK FUND (D-7) ONLY. (FOR PURPOSES OF THIS SECTION, THE TERM "FUND" OR "FUNDS" SHALL REFER ONLY TO THE FUNDS LISTED ABOVE.) PROPOSAL TO REVISE THE FUNDAMENTAL INVESTMENT POLICY REGARDING INVESTMENTS IN REAL ESTATE OR INTERESTS THEREIN. The Hartford SmallCap Growth Fund currently has a fundamental investment policy that it will not invest in real estate, except that the Fund may invest in securities issued by companies owning real estate or interests therein. The Hartford Global Health Fund, The Hartford Global Technology Fund, The Hartford Capital Appreciation Fund, The Hartford Stock Fund and The Hartford Disciplined Equity Fund each currently has a fundamental investment 42 policy prohibiting it from purchasing or selling real estate, except that it may (a) acquire or lease office space for its own use, (b) invest in securities of issuers that invest in real estate or interests therein (e.g., real estate investment trusts), (c) invest in securities that are secured by real estate or interests therein, (d) purchase and sell mortgage-related securities, (e) hold and sell real estate acquired by the Fund as a result of the ownership of securities, and (f) invest in real estate limited partnerships. If shareholders of the Funds approve this proposal, the Funds' fundamental investment policy regarding investments in real estate and interests therein will be amended and restated as follows: The Fund will 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. Under the 1940 Act, a Fund must have an investment policy describing its ability to purchase and sell real estate. The proposed fundamental investment policy is substantively similar to the current policy of each of the Funds and is intended to standardize the fundamental investment policies among the Hartford Fund Complex. The current fundamental investment policy of the Funds (except The Hartford SmallCap Growth Fund) states that the Fund may acquire or lease office space for its own use. This language is eliminated in the proposed fundamental policy because the acquisition or lease of office space for a Fund's own use is not an investment practice and, thus, need not be addressed in the Fund's investment policies. Each Fund will still be permitted to acquire or lease office space for its own use if this proposal is adopted. If adopted by the shareholders of a Fund, this policy is not expected to alter the investment practices of the Fund. E. THE HARTFORD CAPITAL APPRECIATION FUND (D-7), THE HARTFORD DISCIPLINED EQUITY FUND (D-7), THE HARTFORD GLOBAL HEALTH FUND (D-10), THE HARTFORD GLOBAL TECHNOLOGY FUND (D-12), THE HARTFORD SMALLCAP GROWTH FUND (D-2), AND THE HARTFORD STOCK FUND (D-7) ONLY. (FOR PURPOSES OF THIS SECTION, THE TERM "FUND" OR "FUNDS" SHALL REFER TO THE FUNDS LISTED ABOVE.) PROPOSAL TO REVISE THE FUNDAMENTAL INVESTMENT POLICY REGARDING PURCHASES AND SALES OF COMMODITIES AND COMMODITIES CONTRACTS. The Hartford SmallCap Growth Fund is subject to a fundamental investment policy that it will not invest in commodities or commodity contracts, other than for hedging purposes only. The Hartford Capital Appreciation Fund, The Hartford Disciplined Equity Fund, The Hartford Global Health Fund, The Hartford Global Technology Fund, and The Hartford Stock Fund each currently is subject to a fundamental investment policy providing that the Fund 43 will not invest in commodities or commodity contracts, except that it may invest in currency and financial instruments and contracts that are commodities or commodity contracts. If this proposal is approved by the shareholders of a Fund, that Fund's fundamental investment policy relating to investments in commodities or commodities contracts will be amended and restated to read as follows: The Fund will not purchase or sell commodities or commodities 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. The proposed policy is substantively similar to the current fundamental investment policies of all of the Funds, except The Hartford SmallCap Growth Fund. All of the Funds, except The Hartford SmallCap Growth Fund, are already permitted to invest in financial commodities and financial commodities futures under their current policies. The Hartford SmallCap Growth Fund, unlike the other Funds, is not currently permitted to invest in financial commodities and financial commodities futures for purposes other than hedging under its fundamental policy. If adopted, the revised fundamental investment policy would permit The Hartford SmallCap Growth Fund to invest in financial commodities and financial commodities futures. The proposed policy change is intended to standardize the fundamental investment policies within the Hartford Fund Complex. For that Fund, the change in policy could entail some new risks, as discussed below. 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. Since that time, however, a variety of new financial contracts and instruments, such as interest rate, currency, and securities index futures contracts, have been created which may be considered to be "commodities" for regulatory purposes. The Funds do not intend to materially change their current practices with respect to investments in commodities, although the proposed policy would allow the Funds more flexibility with regard to investments in commodities or commodities contracts. For example, the use of such instruments would no longer be limited to hedging purposes. The use by the Funds of financial futures contracts and other financial instruments (including those that would be permitted under the proposed policy) entails certain risks, including the risk that the Funds' portfolio managers may be unable to forecast market and currency exchange rate movements accurately. Should markets or exchange rates move in an unexpected manner, a Fund may not achieve the anticipated 44 benefits of the financial instruments or may realize losses and thus be in a worse position than if such financial instruments had not been used. In addition, the imperfect correlation between movements in the prices or values of financial instruments and movements in the prices of any securities or currencies hedged using such instruments or used for cover may result in unanticipated losses. A Fund's ability to dispose of or close out its positions in financial instruments will depend on the availability of liquid markets in such instruments. A Fund may be unable to dispose of a financial instrument, or otherwise to close out its position in a financial instrument, at a time or price its portfolio manager considers desirable, and so may be unable to realize a gain on such a financial instrument or limit a loss on such a financial instrument at a desired time or price. Each of the Funds is subject to a non-fundamental investment policy prohibiting it from entering into a stock index futures contract, 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 Boards of Directors without shareholder approval, the Boards of Directors have no current intention of doing so. The Funds' investment adviser has no current intention of proposing any such change to the non-fundamental investment policy. F. THE HARTFORD CAPITAL APPRECIATION FUND (D-8), THE HARTFORD DISCIPLINED EQUITY FUND (D-8), AND THE HARTFORD STOCK FUND (D-8) ONLY. (FOR PURPOSES OF THIS SECTION, THE TERM "FUND" OR "FUNDS" SHALL REFER TO THE FUNDS LISTED ABOVE.) PROPOSAL TO REVISE THE FUNDAMENTAL INVESTMENT POLICY REGARDING THE DIVERSIFICATION OF INVESTMENTS. Each of these Funds is currently subject to a fundamental investment policy that, with respect to 75% of the Fund's total assets, the Fund will not purchase securities of an issuer (other than cash, cash items or securities issued or guaranteed by the U.S. Government, its agencies, instrumentalities or authorities), if (a) such purchase would cause more than 5% of the Fund's total assets taken at market value to be invested in the securities of such issuer; or (b) such purchase would at the time result in more than 10% of the outstanding voting securities of such issuer being held by the Fund. If this proposal is approved by the shareholders of a Fund, that Fund's fundamental investment policy relating to diversification of investments will be amended and restated as follows: The Fund has elected to be classified as a diversified open-end management investment company. In order to be classified a "diversified" investment company under Section 5(b)(l) of the 1940 Act, an investment company must limit the amount of 45 an issuer's voting securities it holds in accordance with that Section. The Funds are currently classified as diversified funds under the 1940 Act, and they adopted, as a fundamental investment policy, a restriction based on the language of Section 5(b)(1). Although the 1940 Act effectively requires a fund that elects to be classified as "diversified" to have a fundamental policy regarding investment diversification, the 1940 Act does not require the policy to incorporate the specific statutory elements of diversification into the language of the policy. Revising the policy so that it refers to the statutory standard without specifying its individual elements would allow the Fund to adapt to any changes in the statutory elements without amending its policy. This nonsubstantive revision of this fundamental investment policy will not affect the classification of these Funds as "diversified" under Section 5(b)(l) of the 1940 Act and is not intended to change the investment practices of the Funds. Rather, the revision of the current policy should allow these Funds to remain "diversified" despite any future amendments or changes to the definition of "diversified" investment company under Section 5(b)(1), without having to seek shareholder approval. G. FOR ALL FUNDS EXCEPT THE HARTFORD GLOBAL HEALTH FUND AND THE HARTFORD GLOBAL TECHNOLOGY FUND, (FOR PURPOSES OF THIS SECTION, THE TERM "FUND" OR "FUNDS" SHALL REFER TO THE FUNDS IDENTIFIED UNDER EACH OF THE THREE SUB-HEADINGS BELOW.) PROPOSAL TO REVISE THE FUNDAMENTAL INVESTMENT POLICY REGARDING INVESTMENT CONCENTRATIONS WITHIN A PARTICULAR INDUSTRY. Each of the Funds is subject to a fundamental investment policy providing that the Fund will not invest 25% or more of its total assets in the securities of one or more issuers conducting their principal business activities in the same industry. The fundamental policy states that this limitation does not apply to investments in U.S. government securities. Under the 1940 Act, a Fund must have an investment policy describing its ability to concentrate its investments within the meaning of the 1940 Act. The proposed fundamental investment policies are substantially similar to the current policies of the respective Funds and are intended to standardize the fundamental investment policies among certain of the Hartford Fund Complex. The additional language regarding "loans" and "borrowers" has been added in order to clarify that, to the extent a Fund is permitted to invest in loans that are not securities, investments in such loans will be considered in calculating whether more than 25% of a Fund's total assets are invested in companies whose principal business activities are in the same industry. If adopted by the 46 shareholders, this policy is not expected to alter the investment practices of the Funds. THE FUNDS OF FUNDS. (The Hartford Aggressive Growth Allocation Fund (D-14), The Hartford Balanced Allocation Fund (D-14), The Hartford Conservative Allocation Fund (D-14), The Hartford Growth Allocation Fund (D-14) and The Hartford Income Allocation Fund (D-14)). If this proposal is approved by the shareholders of the Funds of Funds, the fundamental policy of each Fund of Funds relating to the concentration of investments will be amended and restated as follows: The Fund will not purchase the securities or loans of any issuer or borrower (other than securities or loans issued or guaranteed by the U.S. government or any of its agencies or instrumentalities) if, as a result, more than 25% of the Fund's total assets would be invested in the securities or loans of companies whose principal business activities are in the same industry; except that the Fund may invest more than 25% of its assets in any one Underlying Fund. For purposes of this fundamental investment policy, each Fund of Funds treats the assets of the Underlying Funds in which it invests as its own. THE TAX-FREE FUNDS. (The Hartford Tax-Free California Fund (D-15), The Hartford Tax-Free National Fund (D-5), The Hartford Tax-Free New York Fund (D-15) and The Hartford Tax-Free Minnesota Fund (D-5)). If this proposal is approved by the shareholders of the Tax-Free Funds, the fundamental policy of each Fund relating to the concentration of investments will be amended and restated as follows: The Fund will not purchase the securities or loans of any issuer or borrower (other than securities or loans issued or guaranteed by the U.S. government or any of its agencies or instrumentalities) if, as a result, more than 25% of the Fund's total assets would be invested in the securities or loans of companies whose principal business activities are in the same industry; except that the Fund may invest more than 25% of its assets in any one Underlying Fund. . . . [T]ax exempt securities are not subject to this limitation unless they are backed by the assets and revenues of non-governmental issuers; this limitation will not apply to tax exempt securities that have been refunded with U.S. government securities. ALL OTHER FUNDS. (For ALL Funds listed in Footnote (4)). If this proposal is approved by the shareholders of a Fund, the fundamental policy of such Fund - --------------- (4) For The Hartford SmallCap Growth Fund (D-1); The Hartford Growth Fund, The Hartford Growth Opportunities Fund, The Hartford U.S. Government Securities Fund, and The Hartford Value Opportunities Fund (D-4); 47 relating to the concentration of investments will be amended and restated as follows: The Fund will not purchase the securities or loans of any issuer or borrower (other than securities or loans issued or guaranteed by the U.S. government or any of its agencies or instrumentalities) if, as a result, more than 25% of the Fund's total assets would be invested in the securities or loans of companies whose principal business activities are in the same industry. H. THE HARTFORD SMALLCAP GROWTH FUND (D-2, D-3) ONLY. (FOR PURPOSES OF THIS SECTION, THE TERM "FUND" SHALL REFER ONLY TO THE HARTFORD SMALLCAP GROWTH FUND.) (I) PROPOSAL TO ELIMINATE THE FUNDAMENTAL POLICY REGARDING PURCHASES FROM AND SALES TO OFFICERS, DIRECTORS AND EMPLOYEES. (II) PROPOSAL TO ELIMINATE THE FUNDAMENTAL POLICY REGARDING SECURITIES TRADING ACCOUNTS. The Fund is currently subject to a fundamental investment policy providing that the Fund 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 Fund approve this proposal, the noted policy will be eliminated. Under the 1940 Act, the Fund is not required to have an investment policy regarding purchases from and sales to officers, directors and employees. None of the other funds in the Hartford Fund Complex has such an investment policy. The restriction appears to be derived from existing prohibitions under applicable law against principal transactions between the Fund and certain affiliated persons. The Fund is also currently subject to a fundamental investment policy providing that the Fund will not "participate on a joint or a joint and several - --------------- The Hartford Capital Appreciation Fund, The Hartford Disciplined Equity Fund, and The Hartford Stock Fund (D-6); and The Hartford Advisers Fund, The Hartford Dividend and Growth Fund, The Hartford Equity Income Fund, The Hartford Focus Fund, The Hartford Global Leaders Fund, The Hartford High Yield Fund, The Hartford Income Fund, The Hartford Inflation Plus Fund, The Hartford International Capital Appreciation Fund, The Hartford International Opportunities Fund, The Hartford International Small Company Fund, The Hartford MidCap Fund, The Hartford MidCap Value Fund, The Hartford Money Market Fund, The Hartford Short Duration Fund, The Hartford Small Company Fund, The Hartford Total Return Bond Fund, and The Hartford Value Fund (D-13). 48 basis in any securities trading account." If the shareholders of the Fund approve this proposal, the noted policy will be eliminated. Under the 1940 Act, the Fund is not required to have an investment policy regarding securities trading accounts. None of the other funds in the Hartford Fund Complex has 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 requires exemptive relief from the SEC, which has previously been obtained by the Hartford Fund Complex. Elimination of the existing policy would allow this Fund 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 granted by the SEC to the Fund). The elimination of these fundamental policies is not intended to materially change the investment practices of the Fund. These changes are intended to reduce administrative burdens by eliminating fundamental policies that are not required and are not expected to apply to other funds in the Hartford Fund Complex. In addition, HIFSCO has proposed these changes in order to provide flexibility to conduct the investment program of the Fund in response to changing market conditions and circumstances consistent with applicable laws in effect from time to time, and the Board of Directors has deemed such changes to be in the best interests of the Fund's shareholders. The approval of Proposal III(H)(i) is effective regardless of whether Proposal III(H)(ii) is approved, and the approval of Proposal III(H)(ii) is effective regardless of whether Proposal III(H)(i) is approved. I. THE HARTFORD CAPITAL APPRECIATION FUND (D-6), THE HARTFORD DISCIPLINED EQUITY FUND (D-6), THE HARTFORD GLOBAL HEALTH FUND (D-9), THE HARTFORD GLOBAL TECHNOLOGY FUND (D-11), THE HARTFORD SMALLCAP GROWTH FUND (D-2), AND THE HARTFORD STOCK FUND (D-6) ONLY. (FOR PURPOSES OF THIS SECTION, THE TERM "FUND" OR "FUNDS" SHALL REFER TO THE FUNDS LISTED ABOVE.) PROPOSAL TO REVISE THE FUNDAMENTAL POLICY REGARDING THE MAKING OF LOANS. This proposal would not result in a substantive change in the fundamental investment policy for any of the Funds except the Hartford SmallCap Growth Fund. For that Fund, the change could entail certain new risks, as described below. The Hartford SmallCap Growth Fund currently has a fundamental investment policy prohibiting the Fund from making loans to other persons. The Fund's fundamental investment policy provides that repurchase agreements, the lending of securities, and the acquiring of debt in accordance with the Prospectus and Statement of Additional Information are not to be considered 49 "loans" for this purpose. The Hartford Global Health Fund, The Hartford Global Technology Fund, The Hartford Capital Appreciation Fund, The Hartford Stock Fund and The Hartford Disciplined Equity Fund each has a fundamental investment restriction prohibiting it from making loans, except through (a) the purchase of debt obligations in accordance with the Fund's investment objective and policies, (b) repurchase agreements with banks, brokers, dealers, and other financial institutions, and (c) loans of cash or securities as permitted by applicable law. If shareholders of a Fund approve this proposal, the Fund's fundamental policy regarding loans will be amended and restated as follows: The Fund will not make loans, except to the extent consistent with the Investment Company Act of 1940, as amended, and the rules and regulations thereunder, or as may otherwise be permitted from time to time by regulatory authority. Under the 1940 Act, an investment company must have an investment policy describing its ability to make loans to other persons or entities. SEC staff interpretations of the 1940 Act generally prohibit funds from lending more than one-third of their total assets, except through the purchase of debt obligations and the use of repurchase agreements. Under certain circumstances, certain investment techniques, such as investing in debt securities, may be considered to be loans. The proposed fundamental investment policy is similar in substance to the one currently in place for each Fund and would impose no limitations on a Fund's lending other than those imposed by the 1940 Act and applicable regulation. The proposal is intended to standardize the fundamental investment policies among the Hartford Fund Complex and to maximize the ability of the Funds to respond to regulatory changes. When a Fund makes a loan, it takes the risk that the person or entity to which it makes the loan will be unable or unwilling to repay the loan. Any such failure to repay a loan or any delay in repaying a loan would likely result in a loss to the Fund. When the Fund lends its portfolio securities to another party, 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, the Fund may encounter a delay in recovery of or even a loss of rights in the collateral. If adopted by shareholders, this policy is not expected to alter the investment practices of the Funds. If the staff alters its current positions regarding portfolio lending to permit more flexibility, the proposed policy would 50 allow the Funds increased flexibility in portfolio lending without seeking shareholder approval. J. THE HARTFORD SMALLCAP GROWTH FUND (D-3) ONLY. (FOR PURPOSES OF THIS SECTION, THE TERM "FUND" SHALL REFER ONLY TO THE HARTFORD SMALLCAP GROWTH FUND.) PROPOSAL TO ELIMINATE THE FUNDAMENTAL POLICY REGARDING SHORT SALES. The Fund is subject to a fundamental investment policy that it will not make short sales, except for sales "against the box." If the shareholders approve this proposal, this fundamental investment policy will be eliminated for the Fund and the Fund will be permitted to engage in short sales in accordance with the provisions of the 1940 Act. Currently, funds may engage in short sales of securities only in limited circumstances under the 1940 Act. A short sale involves the Fund's sale of a security that the Fund does not own, which is borrowed from a broker or other institution to complete the sale. The Fund is obligated to return securities of the same issue and quantity at a future date and realizes a profit or loss depending upon whether the market price of the security decreases or increases between the date of the short sale and the date on which the Fund must return the borrowed securities unless the short sale is made "against the box." 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. If the shareholders of the Fund approve this proposal, the noted policy will be eliminated, thereby permitting the Fund to engage in all permissible short sales. Under current federal regulatory interpretations, a Fund must segregate certain of its assets to cover its exposure arising from short sales, effectively limiting the amount of a Fund's short sales. This segregation requirement does not apply to short sales against the box. The 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. The value of a particular borrowed security can increase without limitation, and the Funds potentially could realize losses with respect to short sales (other than those which are "against the box") that would be significantly greater than the value of the securities at the time they are sold short. Although the proposed elimination of this fundamental investment policy by the Fund would allow it to engage in all types of short sales, the Fund does not currently intend to do so. The Fund 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 51 shareholder approval, the Board of Directors has no current intention of doing so. The Fund's investment adviser has no current intention of proposing any such change to that non-fundamental investment restriction. HIFSCO has recommended to the Board of Directors that this policy be eliminated in order to provide flexibility to conduct the investment program of the Fund in response to changing market conditions and circumstances consistent with applicable laws in effect from time to time, without the expense and delay associated with presenting the change to shareholders for approval at a shareholders' meeting. The proposed change would provide the Fund with additional flexibility in pursuit of its investment objectives and would bring its fundamental investment policies in line with the other members of the Hartford Fund Complex. K. THE HARTFORD GLOBAL HEALTH FUND (D-9) AND THE HARTFORD GLOBAL TECHNOLOGY FUND (D-11) ONLY. (FOR PURPOSES OF THIS SECTION, THE TERM "FUND" OR "FUNDS" SHALL REFER ONLY TO THE FUNDS LISTED ABOVE.) PROPOSAL TO REVISE THE FUNDAMENTAL POLICY REGARDING INVESTMENTS WITHIN CERTAIN INDUSTRIES. Each of The Hartford Global Health Fund and The Hartford Global Technology Fund focuses its investments in a particular industry sector. The proposed fundamental investment policies are substantially similar to the current policies. If adopted by the shareholders of a Fund, these policies are not expected to alter the investment practices of a Fund. A Fund that concentrates its investments in a particular industry or industries could be exposed to greater risk to the extent that the particular industry or industries in which it concentrates experiences adverse changes, and it may be more volatile than one whose investments are more broadly distributed among industries. THE HARTFORD GLOBAL HEALTH FUND. The current fundamental investment policy of The Global Health Fund states that the Fund normally invests at least 25% of its total assets, in the aggregate, in the following industries: pharmaceuticals, medical products, and health services. The Fund proposes to modify its fundamental policy to reflect industry groupings more precisely. If the Fund's shareholders approve this proposal, this fundamental policy will be revised to include "biotechnology" in the description of the industries in which the Fund invests. The modified policy would read as follows: The Hartford Global Health Fund will normally invest at least 25% of its total assets, in the aggregate, in the following industries: pharmaceuticals and biotechnology, medical products, and health services. The Hartford Global Health Fund is subject to certain risks due to its investments in the health sector. Health care products and services are generally subject to government regulation, and changes in laws or regulations 52 could adversely impact the market value of those securities and the Fund's overall performance. Lawsuits and regulatory proceedings brought against the issuers of securities could also adversely impact the market value of securities and the Fund's overall performance. Companies in the biotechnology industry are subject to similar risks, and can be significantly affected by patent considerations, intense competition, rapid technological change and obsolescence, and government regulation. THE HARTFORD GLOBAL TECHNOLOGY FUND. The current fundamental investment policy of The Hartford Global Technology Fund states that the Fund normally invests at least 25% of its total assets, in the aggregate, in the following industries: computers and computer equipment, software and computer services, electronics, and communication equipment. If the Fund's shareholders approve this proposal, this fundamental policy will be revised to include "technology hardware and equipment" and "technology-related commercial services and supplies" in the description of the industries in which the Fund invests. The proposed change is intended to reflect that the Fund may invest in certain technology-related or technology-driven companies that are deemed "commercial services and supplies" under certain industry classification systems. The modified policy would read as follows: The Hartford Global Technology Fund will normally invest at least 25% of its total assets, in the aggregate, in the following industries: technology hardware and equipment, software and computer services, electronics, communication equipment, and technology-related commercial services and supplies. The Hartford Global Technology Fund is subject to certain risks due to its investments in the technology sector. Competition in the sector may cause technology companies to cut prices significantly, which can adversely affect the profitability of companies that make up the Fund's portfolio. In addition, because of rapid technological developments, products or services that are offered by technology companies may become obsolete or may be produced for a relatively short time, which could adversely affect the price of securities of issuers in the sector. Issuers in the technology hardware and commercial services and supplies industries are subject to many of the same risks. In addition, issuers in the commercial services and supplies industries can be significantly affected by the ability to attract and retain skilled employees, and the risk that business organizations may seek alternative, cost-effective means to meet their needs. RECOMMENDED SHAREHOLDER ACTION AND REQUIRED VOTE. The Boards of Directors recommend that shareholders vote for each of the foregoing proposals. Approval by a Fund of the foregoing proposals requires the 53 affirmative vote of a "majority of the outstanding voting securities" of the 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. Approval by the shareholders of any of the individual items of this Proposal III will be effective regardless of the outcome of shareholder voting in connection with Proposals I or II or any of the other items of this Proposal III, except as described above with respect to Proposals III(A)(i) and III(A)(ii). INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Upon the recommendation of the Audit Committees, the Boards selected the firm of Ernst & Young LLP ("E&Y") as independent registered public accounting firm of the Companies for the fiscal year ending October 31, 2005. E&Y served as independent registered public accounting firm of the Companies for the fiscal years ended October 31, 2003 and 2004. The Board of Directors for each Company has adopted and approved a formal written charter for its Audit Committee, which sets forth the Audit Committee's current responsibilities. The Audit Committees review both the audit and non-audit work of the Companies' independent registered public accounting firm, submit recommendations to the Boards as to the selection of the independent registered public accounting firm, and pre-approve (i) all audit and non-audit services to be rendered by the independent registered public accounting firm for the Companies, (ii) all audit services provided to HIFSCO, or any affiliate thereof that provides ongoing services to the Companies, relating to the operations and financial reporting of the Companies, and (iii) all non-audit services relating to the operations and financial reporting of the Companies, provided to HIFSCO, or any affiliate thereof that provides ongoing services to the Companies by any independent registered public accounting firm with an ongoing relationship with the Companies. AUDIT FEES. The aggregate fees billed by E&Y for professional services rendered for the audit of The Hartford Mutual Funds, Inc.'s annual financial statements for the fiscal years ended October 31, 2003 and 2004 were $386,894 and $448,985, respectively. The aggregate fees billed by E&Y for professional services rendered for the audit of The Hartford Mutual Funds II, Inc.'s annual financial statements for the fiscal years ended October 31, 2003 and 2004 were $100,306 and $98,215, respectively. AUDIT-RELATED FEES. No fees were billed by E&Y for professional services rendered that are related to the audit of the Companies' annual financial statements but not reported under "Audit-Fees" above for the fiscal years ended October 31, 2003 and 2004. Aggregate fees in the amount of $35,750 and 54 $37,500 for the fiscal years ended October 31, 2003 and 2004, respectively, were billed by E&Y to HIFSCO, or an affiliate thereof that provides ongoing services to the Companies, relating to the operations and financial reporting of the Companies. These fees relate to an annual review of internal controls, as required by regulation, for Hartford Administrative Services Company ("HASCO"), an affiliate which provides transfer agency services to the Companies and over 30 other mutual funds in the Hartford Fund Complex. TAX FEES. The aggregate fees billed by E&Y for professional services rendered for tax compliance, tax advice, and tax planning to The Hartford Mutual Funds, Inc. for the fiscal years ended October 31, 2003 and 2004 were $69,088 and $81,641, respectively. The aggregate fees billed by E&Y for professional services rendered for tax compliance, tax advice, and tax planning to The Hartford Mutual Funds II, Inc. for the fiscal years ended October 31, 2003 and 2004 were $17,912 and $17,859, respectively. No fees were billed by E&Y for such services rendered to HIFSCO, or an affiliate thereof that provides ongoing services to the Companies, relating to the operations and financial reporting of the Companies and subject to pre-approval by the Audit Committees, for the fiscal years ended October 31, 2003 and 2004. ALL OTHER FEES. No fees were billed by E&Y for professional services rendered for products and services other than those described above for the fiscal years ended October 31, 2003 and 2004, nor were any fees billed by E&Y for such services rendered to HIFSCO, or an affiliate thereof that provides ongoing services to the Companies, relating to the operations and financial reporting of the Companies and subject to pre-approval by the Audit Committees, for those fiscal years. The Audit Committees have considered whether the services described above are compatible with E&Y's independence. The Audit Committees have also considered whether the provision of all other non-audit services rendered to HIFSCO, or an affiliate thereof that provides ongoing services to the Companies, is compatible with maintaining E&Y's independence. The Audit Committees have adopted pre-approval policies and procedures pursuant to which the engagement of any accountant is approved. Such procedures govern the ways in which the Audit Committees will pre-approve audit and various categories of non-audit services that the independent registered public accounting firm provides to the Companies, to the Companies' investment adviser and to affiliates of the adviser that provide ongoing services to the Companies. In accordance with this policy, the Audit Committees have given their approval for the provision of audit services by E&Y for the fiscal year ending October 31, 2005 and have also given their general pre-approval for the provision by E&Y of certain types of audit-related, tax and permitted non-audit services. Services that have not received pre-approval must receive specific approval by the Audit Committees. The Audit Committees are informed of each such engagement in 55 a timely manner, and such procedures do not include delegation of the Audit Committees' responsibilities to management. Pre-approval has not been waived in respect of services described under "Audit-Related Fees," "Tax Fees," and "All Other Fees" since the pre-approval procedures were adopted by the Audit Committees. The aggregate non-audit fees billed by E&Y for services rendered to The Hartford Mutual Funds, Inc. and to HIFSCO, or an affiliate thereof that provides ongoing services to the Company, for the fiscal years ended October 31, 2003 and 2004, amounted to $97,488 and $112,411, respectively. The aggregate non-audit fees billed by E&Y for services rendered to The Hartford Mutual Funds II, Inc. and to HIFSCO, or an affiliate thereof that provides ongoing services to the Company, for the fiscal years ended October 31, 2003 and 2004, amounted to $26,262 and $24,589, respectively. Representatives of E&Y are not expected to be present at the Meeting, but will be given the opportunity to make a statement if they so desire and will be available should any matter arise requiring their presence. 56 EXECUTIVE OFFICERS OF THE COMPANIES Information about each executive officer's position and term of office with the Companies, position with Hartford Investment Financial Services, LLC ("HIFSCO") if applicable, and business experience during at least the past five years is set forth below. Unless otherwise indicated, all positions have been held for more than five years. Compensation paid to the executive officers of the Companies is paid by The Hartford or its affiliates. No executive officer receives any compensation from the Companies.
POSITION TERM OF HELD OFFICE* AND WITH EACH LENGTH OF PRINCIPAL OCCUPATION(S) NAME, AGE AND ADDRESS COMPANY TIME SERVED DURING PAST 5 YEARS - --------------------- ---------- ----------------------- --------------------------------- David M. Znamierowski........ President President, The Hartford Mr. Znamierowski currently serves (age 44) and Chief Mutual Funds, Inc. -- as President of Hartford c/o Hartford Mutual Funds Executive since 1999(2) Investment Management Company P.O. Box 2999 Officer President, The Hartford ("Hartford Investment Hartford, CT 06104-2999 and Mutual Funds II, Management"); Executive Vice Director(1) Inc. -- since 2001(2) President and Chief Investment Chief Executive Officer for Hartford Life Inc. Officer -- since 2005 and Executive Vice President and Director, The Hartford Chief Investment Officer for Mutual Funds, Inc. -- Hartford Life Insurance Company since 1999 ("Hartford Life"). Mr. Znamierowski is also a Managing Member and Executive Vice President and Chief Investment Officer of HIFSCO and HL Investment Advisors, LLC ("HL Advisors"). Mr. Znamierowski is Executive Vice President and Chief Investment Officer of The Hartford. In addition, he serves as a Director of Hartford Series Fund, Inc. and as President and Chief Executive Officer of The Hartford Income Shares Fund, Inc., Hartford Series Fund, Inc. and Hartford HLS Series Fund II, Inc. William H. Davison, Jr....... Vice Since 2002 Mr. Davison is a Managing (age 48) President Director and Director of the c/o Hartford Mutual Funds Funds Management Group of P.O. Box 2999 Hartford Investment Management. Hartford, CT 06104-2999 Mr. Davison is also a Senior Vice President of HIFSCO and HL Advisors. In addition, he serves as a Vice President of The Hartford Income Shares Fund, Inc., Hartford Series Fund, Inc. and Hartford HLS Series Fund II, Inc.
57
POSITION TERM OF HELD OFFICE* AND WITH EACH LENGTH OF PRINCIPAL OCCUPATION(S) NAME, AGE AND ADDRESS COMPANY TIME SERVED DURING PAST 5 YEARS - --------------------- ---------- ----------------------- --------------------------------- Tamara L. Fagely............. Vice The Hartford Mutual Ms. Fagely has been Vice (age 47) President, Funds, Inc. -- since President of Hartford c/o Hartford Mutual Funds Controller, 2002 Administrative Services Company 500 Bielenberg Drive and The Hartford Mutual ("HASCO") since 1998. Prior to Woodbury, MN 55125 Treasurer Funds II, Inc. -- since 1998, she was Second Vice 1993 President of HASCO. Ms. Fagely is a Vice President of Hartford Life, where she served as Assistant Vice President from December 2001 through May 2005. In addition, she is Controller of HIFSCO and Vice President, Controller, and Treasurer of The Hartford Income Shares Fund, Inc. and Hartford Series Fund, Inc. and Hartford HLS Series Fund II, Inc. Mary Jane Fortin............. Vice Since 2003 Ms. Fortin is Senior Vice (age 40) President President and Director of Mutual c/o Hartford Mutual Funds Funds and 529 Programs for P.O. Box 2999 Hartford Life. She also serves as Hartford, CT 06104-2999 Vice President of HL Advisors and HIFSCO, and as Vice President of The Hartford Income Shares Fund, Inc., Hartford Series Fund, Inc., and Hartford HLS Series Fund II, Inc. Previously, Ms. Fortin served as Senior Vice President and Chief Accounting Officer of Hartford Life. She joined Hartford Life in 1997. George R. Jay................ Vice Vice President, The Mr. Jay serves as Assistant Vice (age 53) President Hartford Mutual Funds, President of Hartford Life. In c/o Hartford Mutual Funds and Chief Inc. -- since 1996 addition, he serves as Controller P.O. Box 2999 Compliance Vice President, The of HL Advisors. He also serves as Hartford, CT 06104-2999 Officer Hartford Mutual Funds Chief Broker/Dealer Compliance II, Inc. -- since 2001 Officer for HIFSCO and Vice Chief Compliance President and Chief Compliance Officer -- since 2004 Officer of The Hartford Income Shares Fund, Inc., Hartford Series Fund, Inc., and Hartford HLS Series Fund II, Inc. Stephen T. Joyce............. Vice The Hartford Mutual Mr. Joyce currently serves as (age 46) President Funds, Inc. -- since Senior Vice President and c/o Hartford Mutual Funds 2000 Director of the Institutional P.O. Box 2999 The Hartford Mutual Solutions Group for Hartford Hartford, CT 06104-2999 Funds II, Inc. -- since Life. Mr. Joyce is also a Senior 2001 Vice President of HL Advisors and a Vice President of The Hartford Income Shares Fund, Inc., Hartford Series Fund, Inc. and Hartford HLS Series Fund II, Inc. Previously he served as Vice President (1997-1999) and Assistant Vice President (1994-1997) of Hartford Life.
58
POSITION TERM OF HELD OFFICE* AND WITH EACH LENGTH OF PRINCIPAL OCCUPATION(S) NAME, AGE AND ADDRESS COMPANY TIME SERVED DURING PAST 5 YEARS - --------------------- ---------- ----------------------- --------------------------------- Edward P. Macdonald.......... Vice Since 2005 Mr. Macdonald serves as Assistant (age 38) President General Counsel of The Hartford. c/o Hartford Mutual Funds and Additionally, Mr. Macdonald P.O. Box 2999 Secretary serves as Vice President and Hartford, CT 06104-2999 Secretary for The Hartford Income Shares Fund, Inc, Hartford Series Fund, Inc., and Hartford HLS Series Fund II, Inc. Prior to joining The Hartford in 2005, Mr. Macdonald was with Prudential Financial (formerly American Skandia Investment Services, Inc.) where he served as Chief Counsel, Investment Management (July 2002 to March 2005); Senior Counsel, Securities (September 2000 to June 2002); Counsel (December 1999 to August 2000); and Senior Associate of Counsel (April 1999 to December 1999). Denise A. Settimi............ Vice Since 2005 Ms. Settimi currently serves as (age 44) President Assistant Vice President c/o Hartford Mutual Funds Securities Operations of HASCO. 500 Bielenberg Drive Previously, Ms. Settimi was with Woodbury, MN 55125 American Express Financial Advisors, where she was Director of Retirement Plan Services from 1997 to 2003. In addition, she is a Vice President of The Hartford Income Shares Fund, Inc., Hartford Series Fund, Inc. and Hartford HLS Series Fund II, Inc. John C. Walters.............. Vice The Hartford Mutual Mr. Walters serves as Executive (age 43) President Funds, Inc. -- since Vice President and Director of c/o Hartford Mutual Funds 2000(2) the Investment Products Division P.O. Box 2999 The Hartford Mutual of Hartford Life. Mr. Walters is Hartford, CT 06104-2999 Funds II, Inc. -- since also a Managing Member and 2001(2) Executive Vice President of HIFSCO and HL Advisors. In addition, he is a Vice President of The Hartford Income Shares Fund, Inc., Hartford Series Fund, Inc. and Hartford HLS Series Fund II, Inc. Previously, Mr. Walters was with First Union Securities.
- --------------- * Term of Office: Each officer and director may serve until his or her successor is elected and qualifies. (1) Director of The Hartford Mutual Funds, Inc. only. (2) From February 1, 2005 to March 27, 2005, John C. Walters served as President and Chief Executive Officer of the Companies. OTHER MATTERS Management does not intend to present any business to the Meeting not mentioned in this Proxy Statement and currently knows of no other business to be presented. If any other matters are brought before the Meeting, the persons 59 named as proxies will vote on such matters in accordance with their judgment of the best interests of the Companies. SHAREHOLDER PROPOSALS The Funds are not required to hold annual meetings of shareholders and currently do not intend to hold such meetings unless shareholder action is required in accordance with the 1940 Act. A shareholder proposal to be considered for inclusion in the proxy statement at any subsequent meeting of shareholders must be submitted to the relevant Company at the address above at a reasonable time before the proxy statement for that meeting is mailed. Whether a proposal is submitted in the proxy statement will be determined in accordance with applicable federal and state laws. The timely submission of a proposal does not guarantee its inclusion. By order of the Boards of Directors, /s/ EDWARD P. MACDONALD Edward P. Macdonald Secretary Dated: July 18, 2005 60 ATTACHMENT A FUND SHARES OUTSTANDING ON THE RECORD DATE
SHARES OUTSTANDING FUND CLASS ON THE RECORD DATE - ---- ------- ------------------ The Hartford Advisers Fund........................... A 90,496,110.8280 The Hartford Advisers Fund........................... B 32,226,092.5110 The Hartford Advisers Fund........................... C 18,368,955.1010 The Hartford Advisers Fund........................... Y 981,458.2280 The Hartford Aggressive Growth Allocation Fund....... A 3,696,456.2750 The Hartford Aggressive Growth Allocation Fund....... B 1,462,136.7440 The Hartford Aggressive Growth Allocation Fund....... C 2,392,245.7330 The Hartford Balanced Allocation Fund................ A 18,806,621.4030 The Hartford Balanced Allocation Fund................ B 5,367,261.8510 The Hartford Balanced Allocation Fund................ C 7,354,572.2320 The Hartford Capital Appreciation Fund............... A 157,762,652.3360 The Hartford Capital Appreciation Fund............... B 50,312,131.7470 The Hartford Capital Appreciation Fund............... C 51,520,829.6470 The Hartford Capital Appreciation Fund............... Y 5,755,697.5170 The Hartford Capital Appreciation II Fund............ A 2,046,151.4980 The Hartford Capital Appreciation II Fund............ B 185,464.6250 The Hartford Capital Appreciation II Fund............ C 488,870.0830 The Hartford Capital Appreciation II Fund............ Y 30,001.0000 The Hartford Conservative Allocation Fund............ A 6,150,381.4710 The Hartford Conservative Allocation Fund............ B 1,133,384.9020 The Hartford Conservative Allocation Fund............ C 1,952,131.2330 The Hartford Disciplined Equity Fund................. A 20,120,331.8050 The Hartford Disciplined Equity Fund................. B 3,849,882.2300 The Hartford Disciplined Equity Fund................. C 3,259,962.3430 The Hartford Disciplined Equity Fund................. Y 4,659,615.5950 The Hartford Dividend and Growth Fund................ A 110,921,092.0690 The Hartford Dividend and Growth Fund................ B 18,925,943.2280 The Hartford Dividend and Growth Fund................ C 15,602,541.0320 The Hartford Dividend and Growth Fund................ Y 5,708,740.1550 The Hartford Equity Income Fund...................... A 28,561,752.2190 The Hartford Equity Income Fund...................... B 2,594,711.8410 The Hartford Equity Income Fund...................... C 4,348,496.3950 The Hartford Equity Income Fund...................... Y 63,403.3200 The Hartford Floating Rate Fund...................... A 2,700,158.8310 The Hartford Floating Rate Fund...................... B 125,852.9580
A-1
SHARES OUTSTANDING FUND CLASS ON THE RECORD DATE - ---- ------- ------------------ The Hartford Floating Rate Fund...................... C 770,867.9350 The Hartford Floating Rate Fund...................... Y 30,001.0000 The Hartford Focus Fund.............................. A 5,638,989.4450 The Hartford Focus Fund.............................. B 1,697,443.2200 The Hartford Focus Fund.............................. C 1,955,078.7480 The Hartford Focus Fund.............................. Y 54,238.0160 The Hartford Global Communications Fund.............. A 1,832,627.7420 The Hartford Global Communications Fund.............. B 332,514.9480 The Hartford Global Communications Fund.............. C 321,322.6130 The Hartford Global Communications Fund.............. Y 75,957.8300 The Hartford Global Financial Services Fund.......... A 1,235,920.1720 The Hartford Global Financial Services Fund.......... B 290,028.7450 The Hartford Global Financial Services Fund.......... C 244,545.7290 The Hartford Global Financial Services Fund.......... Y 66,668.5920 The Hartford Global Health Fund...................... A 12,046,569.1070 The Hartford Global Health Fund...................... B 4,568,519.6730 The Hartford Global Health Fund...................... C 4,378,111.5330 The Hartford Global Health Fund...................... Y 9,949,092.4050 The Hartford Global Leaders Fund..................... A 27,626,735.0500 The Hartford Global Leaders Fund..................... B 5,380,851.1100 The Hartford Global Leaders Fund..................... C 4,951,059.1660 The Hartford Global Leaders Fund..................... Y 4,398,562.5870 The Hartford Global Technology Fund.................. A 6,082,320.3220 The Hartford Global Technology Fund.................. B 2,727,237.2120 The Hartford Global Technology Fund.................. C 2,433,201.2060 The Hartford Global Technology Fund.................. Y 180,438.7490 The Hartford Growth Allocation Fund.................. A 14,230,482.4700 The Hartford Growth Allocation Fund.................. B 4,652,826.4770 The Hartford Growth Allocation Fund.................. C 6,945,826.2020 The Hartford Growth Fund............................. A 35,223,892.5780 The Hartford Growth Fund............................. B 2,928,132.2110 The Hartford Growth Fund............................. C 4,847,846.7090 The Hartford Growth Fund............................. Y 2,434,637.4070 The Hartford Growth Fund............................. H 1,373,578.3330 The Hartford Growth Fund............................. L 17,645,968.8290 The Hartford Growth Fund............................. M 1,301,999.6940 The Hartford Growth Fund............................. N 293,577.9450 The Hartford Growth Opportunities Fund............... A 5,248,696.0030
A-2
SHARES OUTSTANDING FUND CLASS ON THE RECORD DATE - ---- ------- ------------------ The Hartford Growth Opportunities Fund............... B 731,536.2620 The Hartford Growth Opportunities Fund............... C 674,605.8950 The Hartford Growth Opportunities Fund............... Y 518,719.8260 The Hartford Growth Opportunities Fund............... H 1,635,898.0930 The Hartford Growth Opportunities Fund............... L 20,490,490.1020 The Hartford Growth Opportunities Fund............... M 963,855.0200 The Hartford Growth Opportunities Fund............... N 228,886.5690 The Hartford Growth Opportunities Fund............... Z 1,184,807.1560 The Hartford High Yield Fund......................... A 28,190,182.0380 The Hartford High Yield Fund......................... B 6,717,345.8520 The Hartford High Yield Fund......................... C 7,534,529.9880 The Hartford High Yield Fund......................... Y 2,653,496.0370 The Hartford Income Fund............................. A 2,764,250.8290 The Hartford Income Fund............................. B 537,800.2160 The Hartford Income Fund............................. C 507,153.8100 The Hartford Income Fund............................. Y 1,196,577.4920 The Hartford Income Allocation Fund.................. A 1,716,875.1860 The Hartford Income Allocation Fund.................. B 397,356.7950 The Hartford Income Allocation Fund.................. C 619,017.9330 The Hartford Inflation Plus Fund..................... A 34,923,615.7600 The Hartford Inflation Plus Fund..................... B 11,043,556.0110 The Hartford Inflation Plus Fund..................... C 35,456,377.9210 The Hartford Inflation Plus Fund..................... Y 6,621,274.4230 The Hartford International Capital Appreciation A 10,128,397.0620 Fund............................................... The Hartford International Capital Appreciation B 1,773,862.2480 Fund............................................... The Hartford International Capital Appreciation C 2,472,769.9370 Fund............................................... The Hartford International Capital Appreciation Y 5,022,251.9570 Fund............................................... The Hartford International Opportunities Fund........ A 7,866,005.3990 The Hartford International Opportunities Fund........ B 2,093,971.5120 The Hartford International Opportunities Fund........ C 1,400,453.8860 The Hartford International Opportunities Fund........ Y 401,821.2040 The Hartford International Small Company Fund........ A 2,369,402.9880 The Hartford International Small Company Fund........ B 410,870.8150 The Hartford International Small Company Fund........ C 920,264.2250 The Hartford International Small Company Fund........ Y 4,707,734.0920 The Hartford Midcap Fund............................. A 64,769,553.9750 The Hartford Midcap Fund............................. B 19,521,183.8470 The Hartford Midcap Fund............................. C 20,987,625.3160
A-3
SHARES OUTSTANDING FUND CLASS ON THE RECORD DATE - ---- ------- ------------------ The Hartford Midcap Fund............................. Y 4,999,801.6840 The Hartford MidCap Value Fund....................... A 21,965,598.8060 The Hartford MidCap Value Fund....................... B 4,822,949.7330 The Hartford MidCap Value Fund....................... C 5,091,695.8250 The Hartford MidCap Value Fund....................... Y 2,542,925.6540 The Hartford Money Market Fund....................... A 182,375,231.4770 The Hartford Money Market Fund....................... B 33,059,617.7120 The Hartford Money Market Fund....................... C 17,843,376.4250 The Hartford Money Market Fund....................... Y 14,391,496.7200 The Hartford Select MidCap Growth Fund............... A 1,179,934.7070 The Hartford Select MidCap Growth Fund............... B 163,071.2980 The Hartford Select MidCap Growth Fund............... C 127,312.6590 The Hartford Select MidCap Growth Fund............... Y 20,001.0000 The Hartford Select MidCap Value Fund................ A 1,443,658.8720 The Hartford Select MidCap Value Fund................ B 58,842.4620 The Hartford Select MidCap Value Fund................ C 72,850.7970 The Hartford Select MidCap Value Fund................ Y 50,001.0000 The Hartford Short Duration Fund..................... A 3,350,886.9760 The Hartford Short Duration Fund..................... B 946,080.2490 The Hartford Short Duration Fund..................... C 2,790,488.0170 The Hartford Short Duration Fund..................... Y 7,232,872.8650 The Hartford SmallCap Growth Fund.................... L 4,358,665.1810 The Hartford SmallCap Growth Fund.................... M 638,715.0210 The Hartford SmallCap Growth Fund.................... N 245,384.3470 The Hartford SmallCap Growth Fund.................... H 640,590.9850 The Hartford SmallCap Growth Fund.................... A 1,979,285.6660 The Hartford SmallCap Growth Fund.................... B 591,334.0360 The Hartford SmallCap Growth Fund.................... C 474,164.1940 The Hartford SmallCap Growth Fund.................... Y 1,314,912.8900 The Hartford Small Company Fund...................... A 9,130,649.9020 The Hartford Small Company Fund...................... B 3,618,684.2790 The Hartford Small Company Fund...................... C 2,785,084.9020 The Hartford Small Company Fund...................... Y 2,203,238.9890 The Hartford Stock Fund.............................. A 46,182,080.1920 The Hartford Stock Fund.............................. B 18,248,379.7990 The Hartford Stock Fund.............................. C 12,018,193.2230 The Hartford Stock Fund.............................. Y 5,368,484.9220 The Hartford Tax-Free California Fund................ A 1,493,045.1520
A-4
SHARES OUTSTANDING FUND CLASS ON THE RECORD DATE - ---- ------- ------------------ The Hartford Tax-Free California Fund................ B 111,327.7230 The Hartford Tax-Free California Fund................ C 157,680.4580 The Hartford Tax-Free Minnesota Fund................. A 472,881.9150 The Hartford Tax-Free Minnesota Fund................. B 65,043.7280 The Hartford Tax-Free Minnesota Fund................. C 33,701.8530 The Hartford Tax-Free Minnesota Fund................. Y 117.3200 The Hartford Tax-Free Minnesota Fund................. E 2,544,539.8610 The Hartford Tax-Free Minnesota Fund................. H 11,180.1960 The Hartford Tax-Free Minnesota Fund................. L 280,482.6620 The Hartford Tax-Free Minnesota Fund................. M 12,468.1850 The Hartford Tax-Free Minnesota Fund................. N 19,789.1230 The Hartford Tax-Free National Fund.................. A 3,604,310.5250 The Hartford Tax-Free National Fund.................. B 623,704.2000 The Hartford Tax-Free National Fund.................. C 727,176.6990 The Hartford Tax-Free National Fund.................. Y 111.1670 The Hartford Tax-Free National Fund.................. E 2,849,402.3430 The Hartford Tax-Free National Fund.................. H 36,445.9140 The Hartford Tax-Free National Fund.................. L 713,020.9680 The Hartford Tax-Free National Fund.................. M 115,677.6730 The Hartford Tax-Free National Fund.................. N 49,391.2350 The Hartford Tax-Free New York Fund.................. A 1,061,377.3400 The Hartford Tax-Free New York Fund.................. B 164,420.8180 The Hartford Tax-Free New York Fund.................. C 204,261.4130 The Hartford Total Return Bond Fund.................. A 27,883,242.5730 The Hartford Total Return Bond Fund.................. B 7,874,390.3520 The Hartford Total Return Bond Fund.................. C 7,175,883.7480 The Hartford Total Return Bond Fund.................. Y 14,862,251.0210 The Hartford U.S. Government Securities Fund......... A 5,118,674.8150 The Hartford U.S. Government Securities Fund......... B 2,447,492.7940 The Hartford U.S. Government Securities Fund......... C 1,183,757.6670 The Hartford U.S. Government Securities Fund......... Y 891,679.5180 The Hartford U.S. Government Securities Fund......... E 11,640,365.8780 The Hartford U.S. Government Securities Fund......... H 326,493.1970 The Hartford U.S. Government Securities Fund......... L 3,805,656.8960 The Hartford U.S. Government Securities Fund......... M 312,543.4280 The Hartford U.S. Government Securities Fund......... N 99,762.7620 The Hartford Value Fund.............................. A 5,951,881.2390 The Hartford Value Fund.............................. B 957,238.0420
A-5
SHARES OUTSTANDING FUND CLASS ON THE RECORD DATE - ---- ------- ------------------ The Hartford Value Fund.............................. C 1,013,232.9910 The Hartford Value Fund.............................. Y 5,030,223.5580 The Hartford Value Opportunities Fund................ A 3,211,967.1240 The Hartford Value Opportunities Fund................ B 736,655.6680 The Hartford Value Opportunities Fund................ C 626,281.7210 The Hartford Value Opportunities Fund................ Y 4,226,988.6440 The Hartford Value Opportunities Fund................ H 359,505.5210 The Hartford Value Opportunities Fund................ L 1,771,807.6930 The Hartford Value Opportunities Fund................ M 543,155.9380 The Hartford Value Opportunities Fund................ N 151,021.7250
A-6 ATTACHMENT B BENEFICIAL OWNERS OF FUND SHARES* As of May 31, 2005, the following shareholders were the beneficial owners of the percentages of outstanding shares of the Funds as indicated below.
CLASS A CLASS B CLASS C CLASS Y ----------------------- ----------------------- ----------------------- ----------------------- AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- THE HARTFORD ADVISERS FUND Edward D Jones & Co....... 59,466,911 64.60% 6,742,658 20.55% 2,007,707 10.68% Maryland Hts MO Citigroup Global Markets, 1,559,835 8.30% Inc...................... Attn: Peter Booth New York NY West Virginia Savings Plan 899,858 91.85% Trustee.................. FBO Wst Virginia Savings Plan Trust Attn Marilyn Orr Woodbury MN
CLASS A CLASS B CLASS C ----------------------- ----------------------- ----------------------- AMOUNT AND AMOUNT AND AMOUNT AND NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED ---------- ---------- ---------- ---------- ---------- ---------- THE HARTFORD AGGRESSIVE GROWTH ALLOCATION FUND Edward D Jones & Co....... 576,333 16.40% 72,371 5.12% Maryland Hts MO Hartford Life Insurance 200,077 5.69% Company.................. C/O Greg Bubnash Simsbury CT MLPF&S.................... 209,883 14.85% 303,488 13.33% Attn Fund Administration Jacksonville FL
CLASS A CLASS B CLASS C ----------------------- ----------------------- ----------------------- AMOUNT AND AMOUNT AND AMOUNT AND NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED ---------- ---------- ---------- ---------- ---------- ---------- THE HARTFORD BALANCED ALLOCATION FUND Edward D Jones & Co....... 6,076,994 34.24% 515,797 10.13% Maryland Hts MO MLPF&S.................... 830,285 11.82% Attn Fund Administration Jacksonville FL
B-1
CLASS A CLASS B CLASS C CLASS Y ----------------------- ----------------------- ----------------------- ----------------------- AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- THE HARTFORD CAPITAL APPRECIATION FUND Edward D Jones & Co....... 52,306,119 33.44% 7,110,271 14.06% Maryland Hts MO MLPF&S.................... 8,156,367 5.21% Attn Fund Administration Jacksonville FL Citigroup Global Markets, 2,896,808 5.73% 4,495,501 8.78% Inc...................... Attn: Peter Booth New York NY West Virginia Savings Plan 2,618,139 46.56% Trustee.................. FBO Wst Virginia Savings Plan Trust Attn Marilyn Orr Woodbury MN State Street Bank & Trust 865,333 15.39% Cust..................... FBO The Hartford Balanced Alloc Attn Marilyn Orr Woodbury MN State Street Bank & Trust 838,203 14.90% Cust..................... FBO The Hartford Growth Allocation Attn Marilyn Orr Woodbury MN
CLASS A CLASS B CLASS C CLASS Y ----------------------- ----------------------- ----------------------- ----------------------- AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- THE HARTFORD CAPITAL APPRECIATION II FUND HL Investment Advisors.... 910,000 61.42% 30,000 27.32% 30,000 13.34% 30,000 100.00% Attn: Greg Bubnash Hartford CT Piper Jaffray............. 14,228 6.33% For the Sole Benefit of Clients Attn: Jami Podhradsky Minneapolis MN Edward D Jones & Co....... 133,890 9.04% 5,557 5.06% Maryland Hts MO
B-2
CLASS A CLASS B CLASS C ----------------------- ----------------------- ----------------------- AMOUNT AND AMOUNT AND AMOUNT AND NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED ---------- ---------- ---------- ---------- ---------- ---------- THE HARTFORD CONSERVATIVE ALLOCATION FUND Edward D Jones & Co....... 1,490,777 25.41% 88,366 8.26% Maryland Hts MO MLPF&S.................... 1,382,187 23.56% 182,081 9.22% Attn Fund Administration Jacksonville FL
CLASS A CLASS B CLASS C CLASS Y ----------------------- ----------------------- ----------------------- ----------------------- AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- THE HARTFORD DISCIPLINED EQUITY FUND Edward D Jones & Co....... 14,139,886 69.60% 1,308,404 33.62% 522,097 15.70% Maryland Hts MO State Street Bank & Trust 2,026,761 45.64% Cust..................... FBO The Hartford Growth Allocation Attn Marilyn Orr Woodbury MN State Street Bank & Trust 1,230,475 27.71% Cust..................... FBO The Hartford Balanced Alloc Attn Marilyn Orr Woodbury MN State Street Bank & Trust 799,119 17.99% Cust..................... FBO The Hartford Aggressive Attn Marilyn Orr Woodbury MN State Street Bank & Trust 315,030 7.09% Cust..................... FBO The Hartford Conservative Alloc Attn Marilyn Orr Woodbury MN
B-3
CLASS A CLASS B CLASS C CLASS Y ----------------------- ----------------------- ----------------------- ----------------------- AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- THE HARTFORD DIVIDEND AND GROWTH FUND Edward D Jones & Co....... 80,110,470 72.42% 6,154,024 32.43% 1,538,392 9.78% Maryland Hts MO Citigroup Global Markets, 1,021,793 6.50% Inc...................... Attn: Peter Booth New York NY West Virginia Savings Plan 3,774,997 67.71% Trustee.................. FBO Wst Virginia Savings Plan Trust Attn Marilyn Orr Woodbury MN State Street Bank & Trust 564,954 10.13% Cust..................... FBO The Hartford Growth Allocation Attn Marilyn Orr Woodbury MN State Street Bank & Trust 437,030 7.84% Cust..................... FBO The Hartford Balanced Alloc Attn Marilyn Orr Woodbury MN Commerce Bank Trust Dept 421,489 7.56% C/F...................... Mori & Co Partnership Attn: Mutual Fund Processing Kansas City MO State Street Bank & Trust 291,764 5.23% Cust..................... FBO The Hartford Aggressive Growth Attn Marilyn Orr Woodbury MN
CLASS A CLASS B CLASS C CLASS Y ----------------------- ----------------------- ----------------------- ----------------------- AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- THE HARTFORD EQUITY INCOME FUND Edward D Jones & Co....... 21,211,707 76.76% 1,149,071 45.53% 303,108 7.05% Maryland Hts MO Citigroup Global Markets, 153,733 6.09% 293,279 6.82% Inc...................... Attn: Peter Booth New York NY John R. Ryan.............. 36,387 57.44% c/o Wellington Mgmt Boston MA
B-4
CLASS A CLASS B CLASS C CLASS Y ----------------------- ----------------------- ----------------------- ----------------------- AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- THE HARTFORD EQUITY INCOME FUND John R. Ryan.............. 13,482 21.28% c/o Wellington Mgmt Boston MA Patricia D'Innocenzo...... 6,301 9.95% c/o Wellington Mgmt Boston MA
CLASS A CLASS B CLASS C CLASS Y ----------------------- ----------------------- ----------------------- ----------------------- AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- THE HARTFORD FLOATING RATE FUND HL Investment Advisors.... 910,000 44.38% 30,000 37.17% 30,000 9.89% 30,000 100.00% Attn: Greg Bubnash Hartford CT NFS LLC FEBO.............. 5,010 6.21% Myrtle M Cappa TTEE Cappa Family TR Portland OR Pershing LLC.............. 20,080 6.62% Jersey City NJ UBS Financial Services.... 310,932 15.16% FBO Eastside Retirement Assoc Redmond WA
CLASS A CLASS B CLASS C CLASS Y ----------------------- ----------------------- ----------------------- ----------------------- AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- THE HARTFORD FOCUS FUND Edward D Jones & Co....... 2,242,150 38.97% 261,635 15.20% Maryland Hts MO Piper Jaffray............. 95,457 5.55% 169,455 8.45% Attn Jami Podhradsky Minneapolis MN Duncan M. McFarland....... 10,325 20.63% c/o Wellington Mgmt Boston MA Perry M. Traquina......... 10,168 20.32% c/o Wellington Mgmt Boston MA Kent M. Stahl............. 4,733 9.46% c/o Wellington Mgmt Boston MA
B-5
CLASS A CLASS B CLASS C CLASS Y ----------------------- ----------------------- ----------------------- ----------------------- AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- THE HARTFORD FOCUS FUND Perry M. Traquina......... 4,572 9.14% c/o Wellington Mgmt Boston MA Steven N. Owen............ 3,181 6.36% c/o Wellington Mgmt Boston MA
CLASS A CLASS B CLASS C CLASS Y ----------------------- ----------------------- ----------------------- ----------------------- AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- THE HARTFORD GLOBAL COMMUNICATIONS FUND HL Investment Advisors.... 705,846 38.24% Attn Greg Bubnash Hartford CT Edward D Jones & Co....... 310,987 16.85% 27,189 8.17% Maryland Hts MO MLPF&S.................... 17,507 5.55% Attn Fund Administration Jacksonville FL Amy L. Donovan............ 5,443 17.73% c/o Wellington Mgmt Boston MA Archana Basi.............. 4,463 14.54% c/o Wellington Mgmt Boston MA Michael P. More........... 3,706 12.07% c/o Wellington Mgmt Boston MA Saleem Taj................ 3,387 11.03% c/o Wellington Mgmt Boston MA Patricia A. Coleman....... 3,305 10.77% c/o Wellington Mgmt Boston MA
B-6
CLASS A CLASS B CLASS C CLASS Y ----------------------- ----------------------- ----------------------- ----------------------- AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- THE HARTFORD GLOBAL FINANCIAL SERVICES FUND HL Investment Advisors.... 570,095 45.93% Attn Greg Bubnash Hartford CT Edward D Jones & Co....... 350,464 28.24% 36,717 12.57% Maryland Hts MO UBS Financial Services 26,955 10.96% Inc...................... FBO Carl Voce & Constantina Voce Ttees FBO Their Voce Family Pls Vrds Est CA Mark T. Lynch............. 19,352 30.21% c/o Wellington Mgmt Boston MA Mark T. Lynch............. 10,827 16.90% c/o Wellington Mgmt Boston MA Mark T. Lynch............. 7,833 12.23% c/o Wellington Mgmt Boston MA Frances R. Watler......... 6,105 9.53% c/o Wellington Mgmt Boston MA Elizabeth J. LaPlante..... 3,260 5.09% c/o Wellington Mgmt Boston MA Mark T. Lynch............. 3,250 5.07% c/o Wellington Mgmt Boston MA
CLASS A CLASS B CLASS C CLASS Y ----------------------- ----------------------- ----------------------- ----------------------- AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- THE HARTFORD GLOBAL HEALTH FUND Edward D Jones & Co....... 4,714,812 39.32% 626,898 13.66% 247,610 5.66% Maryland Hts MO Citigroup Global Markets, 340,782 7.78% Inc...................... Attn: Peter Booth New York NY William H Gates III And 9,689,922 97.40% Melinda French Gates Co-Trustees.............. Bill & Melinda Gates Foundation Kirkland WA
B-7
CLASS A CLASS B CLASS C CLASS Y ----------------------- ----------------------- ----------------------- ----------------------- AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- THE HARTFORD GLOBAL LEADERS FUND Edward D Jones & Co....... 15,006,254 53.86% 1,258,693 23.17% 507,317 10.11% Maryland Hts MO Citigroup Global Markets, 301,305 6.00% Inc...................... Attn: Peter Booth New York NY West Virginia Savings Plan 2,795,936 64.83% Trustee.................. FBO Wst Virginia Savings Plan Trust Attn Marilyn Orr Woodbury MN State Street Bank & Trust 785,505 18.21% Cust..................... FBO The Hartford Growth Allocation Attn Marilyn Orr Woodbury MN State Street Bank & Trust 332,976 7.72% Cust..................... FBO The Hartford Balanced Allloc Attn Marilyn Orr Woodbury MN State Street Bank & Trust 232,833 5.40% Cust..................... FBO The Hartford Aggressive Growth Attn Marilyn Orr Woodbury MN
CLASS A CLASS B CLASS C CLASS Y ----------------------- ----------------------- ----------------------- ----------------------- AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- THE HARTFORD GLOBAL TECHNOLOGY FUND Edward D Jones & Co....... 2,034,637 33.62% 245,017 8.93% Maryland Hts MO Citigroup Global Markets, 203,576 8.31% Inc...................... Attn: Peter Booth New York NY Richard C. Albright Jr.... 31,295 18.90% c/o Wellington Mgmt Boston MA Stuart E. Lucas........... 9,928 6.00% c/o Wellington Mgmt Boston MA
B-8
CLASS A CLASS B CLASS C ----------------------- ----------------------- ----------------------- AMOUNT AND AMOUNT AND AMOUNT AND NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED ---------- ---------- ---------- ---------- ---------- ---------- THE HARTFORD GROWTH ALLOCATION FUND Edward D Jones & Co................................. 3,413,767 25.08% 312,903 7.10% Maryland Hts MO MLPF&S.............................................. 676,821 10.26% Attn Fund Administration Jacksonville FL
CLASS A CLASS B CLASS C CLASS Y ----------------------- ----------------------- ----------------------- ----------------------- AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- THE HARTFORD HIGH YIELD FUND Edward D Jones & Co....... 12,709,217 45.24% 1,376,544 20.49% 427,198 5.69% Maryland Hts MO Citigroup Global Markets, 376,062 5.60% Inc...................... Attn: Peter Booth New York NY State Street Bank & Trust 1,122,931 42.99% Cust..................... FBO The Hartford Balanced Alloc Attn Marilyn Orr Woodbury MN State Street Bank & Trust 951,975 36.45% Cust..................... FBO The Hartford Conservative Alloc Attn Marilyn Orr Woodbury MN State Street Bank & Trust 501,554 19.20% Cust..................... FBO The Hartford Income Alloc Attn Marilyn Orr Woodbury MN
CLASS A CLASS B CLASS C ----------------------- ----------------------- ----------------------- AMOUNT AND AMOUNT AND AMOUNT AND NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED ---------- ---------- ---------- ---------- ---------- ---------- THE HARTFORD INCOME ALLOCATION FUND Edward D Jones & Co................................. 614,764 37.32% 43,521 11.11% 93,999 15.60% Maryland Hts MO Pershing LLC........................................ 199,762 12.13% Jersey City NJ NFSC FEBO........................................... 98,423 5.98% Jasper Oil Co Inc Jasper AL MLPF&S.............................................. 39,428 10.06% Attn Fund Administration Jacksonville FL
B-9
CLASS A CLASS B CLASS C CLASS Y ----------------------- ----------------------- ----------------------- ----------------------- AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- THE HARTFORD INCOME FUND Edward D Jones & Co....... 905,641 32.89% 89,571 16.58% 29,669 5.76% Maryland Hts MO Hartford Life Insurance 473,280 17.19% Company.................. Attn Mark Strogoff Hartford CT Martha A Scoles........... 37,842 7.35% FBO Scoles Revoc Living Trust Paramount CA State Street Bank & Trust 793,526 73.95% Cust..................... FBO The Hartford Balanced Alloc Attn Marilyn Orr Woodbury MN State Street Bank & Trust 178,020 16.59% Cust..................... FBO The Hartford Conservative Alloc Attn Marilyn Orr Woodbury MN State Street Bank & Trust 100,491 9.36% Cust..................... FBO The Hartford Income Alloc Attn Marilyn Orr Woodbury MN
CLASS A CLASS B CLASS C CLASS Y ----------------------- ----------------------- ----------------------- ----------------------- AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- THE HARTFORD INFLATION PLUS FUND Edward D Jones & Co....... 2,075,036 6.03% Maryland Hts MO Citigroup Global Markets, 1,965,480 5.71% 1,001,969 9.14% 5,003,903 14.25% Inc...................... Attn: Peter Booth New York NY MLPF&S.................... 702,294 6.41% 3,066,253 8.73% Attn Fund Administration Jacksonville FL State Street Bank & Trust 2,761,800 44.81% Cust..................... FBO The Hartford Balanced Alloc Attn Marilyn Orr Woodbury MN State Street Bank & Trust 1,702,709 27.62% Cust..................... FBO The Hartford Growth Allocation Attn Marilyn Orr Woodbury MN
B-10
CLASS A CLASS B CLASS C CLASS Y ----------------------- ----------------------- ----------------------- ----------------------- AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- THE HARTFORD INFLATION PLUS FUND State Street Bank & Trust 1,272,526 20.65% Cust..................... FBO The Hartford Conservative Alloc Attn Marilyn Orr Woodbury MN State Street Bank & Trust 381,698 6.19% Cust..................... FBO The Hartford Income Alloc Attn Marilyn Orr Woodbury MN
CLASS A CLASS B CLASS C CLASS Y ----------------------- ----------------------- ----------------------- ----------------------- AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- THE HARTFORD INTERNATIONAL CAPITAL APPRECIATION FUND Edward D Jones & Co....... 3,869,599 39.15% 293,498 17.01% Maryland Hts MO Citigroup Global Markets, 149,956 8.69% 348,477 14.26% Inc. .................... Attn: Peter Booth New York NY MLPF&S.................... 151,137 6.19% Attn Fund Administration Jacksonville FL State Street Bank & Trust 2,017,859 42.81% Cust..................... FBO The Hartford Balanced Alloc Attn Marilyn Orr Woodbury MN State Street Bank & Trust 1,795,897 38.10% Cust..................... FBO The Hartford Growth Allocation Attn Marilyn Orr Woodbury MN State Street Bank & Trust 532,326 11.29% Cust..................... FBO The Hartford Aggressive Attn Marilyn Orr Woodbury MN State Street Bank & Trust 236,072 5.01% Cust..................... FBO The Hartford Conservative Alloc Attn Marilyn Orr Woodbury MN
B-11
CLASS A CLASS B CLASS C CLASS Y ----------------------- ----------------------- ----------------------- ----------------------- AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- THE HARTFORD INTERNATIONAL OPPORTUNITIES FUND Edward D Jones & Co....... 4,107,853 52.23% 337,373 16.10% 83,421 5.97% Maryland Hts MO Citigroup Global Markets, 70,752 5.06% Inc. .................... Attn: Peter Booth New York NY Saxon & Co................ 258,755 64.40% Philadelphia PA Binkley C. Shorts......... 21,587 5.37% c/o Wellington Mgmt Boston MA
CLASS A CLASS B CLASS C CLASS Y ----------------------- ----------------------- ----------------------- ----------------------- AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- THE HARTFORD INTERNATIONAL SMALL COMPANY FUND Edward D Jones & Co....... 470,476 19.61% 28,585 6.98% Maryland Hts MO Louis R Benzak and Calvert 142,103 5.92% Collins.................. Ttees FBO Chandler Cox Trust Palm Beach FL Raymond James & Assoc 20,653 5.05% Inc...................... FBO Brasier Tr St Petersburg FL NFSC FEBO................. 1,188,181 25.47% FBO Tim Earl Gill Denver CO SEI Private Trust Co...... 840,129 18.01% C/O Mellon Bank Oaks PA State Street Bank & Trust 601,243 12.89% Cust..................... FBO The Hartford Growth Allocation Attn Marilyn Orr Woodbury MN
B-12
CLASS A CLASS B CLASS C CLASS Y ----------------------- ----------------------- ----------------------- ----------------------- AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- THE HARTFORD INTERNATIONAL SMALL COMPANY FUND Wilmington Trust Co 445,747 9.55% Cust..................... W/Peel Partnership LPI-A Del LP c/o Mutual Funds Wilmington DE State Street Bank & Trust 356,425 7.64% Cust..................... FBO The Hartford Aggressive Growth Attn Marilyn Orr Woodbury MN
CLASS A CLASS B CLASS C CLASS Y ----------------------- ----------------------- ----------------------- ----------------------- AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- THE HARTFORD MIDCAP FUND Edward D Jones & Co....... 26,228,649 40.45% 3,322,867 16.91% Maryland Hts MO Citigroup Global Markets, 1,086,451 5.53% 1,719,515 8.13% Inc. .................... Attn: Peter Booth New York NY West Virginia Savings Plan 3,024,212 60.92% Trustee.................. FBO Wst Virginia Savings Plan Trust Attn Marilyn Orr Woodbury MN NFSC FEBO................. 668,618 13.47% Tim Earl Gill Denver CO American Express Trust Co 391,463 7.89% FBO...................... American Express Tr Retirement Plan Minneapolis MN
CLASS A CLASS B CLASS C CLASS Y ----------------------- ----------------------- ----------------------- ----------------------- AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- THE HARTFORD MIDCAP VALUE FUND Edward D Jones & Co....... 12,125,944 54.87% 919,036 18.91% Maryland Hts MO State Street Bank & Trust 1,089,233 45.31% Cust..................... FBO The Hartford Balanced Alloc Attn Marilyn Orr Woodbury MN
B-13
CLASS A CLASS B CLASS C CLASS Y ----------------------- ----------------------- ----------------------- ----------------------- AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- THE HARTFORD MIDCAP VALUE FUND State Street Bank & Trust 604,714 25.15% Cust..................... FBO The Hartford Growth Allocation Attn Marilyn Orr Woodbury MN State Street Bank & Trust 356,881 14.84% Cust..................... FBO The Hartford Aggressive Attn Marilyn Orr Woodbury MN State Street Bank & Trust 353,251 14.69% Cust..................... FBO The Hartford Conservative Alloc Attn Marilyn Orr Woodbury MN
CLASS A CLASS B CLASS C CLASS Y ----------------------- ----------------------- ----------------------- ----------------------- AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- THE HARTFORD MONEY MARKET FUND Edward D Jones & Co....... 10,490,785 5.76% 2,139,128 6.22% Maryland Hts MO Citigroup Global Markets, 1,174,214 6.19% Inc. .................... Attn: Peter Booth New York NY State Street Bank & Trust 5,445,380 40.79% Cust..................... FBO The Hartford Balanced Alloc Attn Marilyn Orr Woodbury MN State Street Bank & Trust 3,708,421 27.78% Cust..................... FBO The Hartford Conservative Alloc Attn Marilyn Orr Woodbury MN State Street Bank & Trust 3,400,844 25.47% Cust..................... FBO The Hartford Income Alloc Attn Marilyn Orr Woodbury MN West Virginia Savings Plan 795,598 5.96% Trustee.................. FBO Wst Virginia Savings Plan Trust Attn Marilyn Orr Woodbury MN
B-14
CLASS A CLASS B CLASS C CLASS Y ----------------------- ----------------------- ----------------------- ----------------------- AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- THE HARTFORD SELECT MIDCAP GROWTH FUND Edward D Jones & Co....... 134,774 11.96% Maryland Hts MO HL Investment Advisors.... 540,000 47.91% 20,000 13,28% 20,000 17.95% 20,000 100.00% Attn: Greg Bubnash Hartford CT Davenport & Company LLC... 10,288 9.23% Staton E. Boyette Jr. & Sara N Boyette Midland NC
CLASS A CLASS B CLASS C CLASS Y ----------------------- ----------------------- ----------------------- ----------------------- AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- THE HARTFORD SELECT MIDCAP VALUE FUND HL Investment Advisors.... 1,350,000 97.92% 50,000 90.37% 50,000 85.59% 50,000 100.00% Attn: Greg Bubnash Hartford CT
CLASS A CLASS B CLASS C CLASS Y ----------------------- ----------------------- ----------------------- ----------------------- AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- THE HARTFORD SHORT DURATION FUND Edward D Jones & Co....... 428,647 11.90% Maryland Hts MO MLPF&S.................... 377,748 12.88% Attn Fund Administration Jacksonville FL State Street Bank & Trust 3,849,755 55.26% Cust..................... FBO The Hartford Balanced Alloc Attn Marilyn Orr Woodbury MN State Street Bank & Trust 1,598,651 22.95% Cust..................... FBO The Hartford Conservative Alloc Attn Marilyn Orr Woodbury MN
B-15
CLASS A CLASS B CLASS C CLASS Y ----------------------- ----------------------- ----------------------- ----------------------- AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- THE HARTFORD SHORT DURATION FUND State Street Bank & Trust 806,894 11.58% Cust..................... FBO The Hartford Growth Allocation Attn Marilyn Orr Woodbury MN State Street Bank & Trust 711,756 10.22% Cust..................... FBO The Hartford Income Alloc Attn Marilyn Orr Woodbury MN
CLASS A CLASS B CLASS C CLASS Y ----------------------- ----------------------- ----------------------- ----------------------- AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- THE HARTFORD SMALLCAP GROWTH FUND Edward D Jones & Co....... 272,071 14.29% Maryland Hts MO Citigroup Global Markets, 42,004 9.08% Inc. .................... Attn: Peter Booth New York NY State Street Bank & Trust 677,041 52.65% Cust..................... FBO The Hartford Growth Allocation Attn Marilyn Orr Woodbury MN State Street Bank & Trust 286,126 22.25% Cust..................... FBO The Hartford Aggressive Alloc Attn Marilyn Orr Woodbury MN State Street Bank & Trust 218,011 16.95% Cust..................... FBO The Hartford Balanced Alloc Attn Marilyn Orr Woodbury MN State Street Bank & Trust 67,752 5.27% Cust..................... FBO The Hartford Conservative Alloc Attn Marilyn Orr Woodbury MN
B-16
CLASS A CLASS B CLASS C CLASS Y ----------------------- ----------------------- ----------------------- ----------------------- AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- THE HARTFORD SMALL COMPANY FUND Edward D Jones & Co....... 3,612,236 39.06% 364,520 9.44% 170,348 6.00% Maryland Hts MO Citigroup Global Markets, 216,900 5.91% 198,235 6.98% Inc...................... Attn: Peter Booth New York NY State Street Bank & Trust 932,978 42.77% Cust..................... FBO The Hartford Growth Allocation Attn Marilyn Orr Woodbury MN State Street Bank & Trust 731,738 33.54% Cust..................... FBO The Hartford Balanced Alloc Attn Marilyn Orr Woodbury MN State Street Bank & Trust 230,001 10.54% Cust..................... FBO The Hartford Aggressive Growth Attn Marilyn Orr Woodbury MN Saxon & Co................ 220,400 10.10% Philadelphia PA 19182-001
CLASS A CLASS B CLASS C CLASS Y ----------------------- ----------------------- ----------------------- ----------------------- AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- THE HARTFORD STOCK FUND Edward D Jones & Co....... 30,171,915 63.79% 3,873,973 20.92% 1,213,624 9.86% Maryland Hts MO Citigroup Global Markets, 1,242,001 6.71% 708,098 5.75% Inc...................... Attn: Peter Booth New York NY West Virginia Savings Plan 3,614,218 68.09% Trustee.................. FBO Wst Virginia Savings Plan Trust Attn Marilyn Orr Woodbury MN Saxon & Co................ 679,367 12.80% Philadelphia PA
B-17
CLASS A CLASS B CLASS C CLASS Y ----------------------- ----------------------- ----------------------- ----------------------- AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- THE HARTFORD STOCK FUND State Street Bank & Trust 459,865 8.66% Cust..................... FBO The Hartford Balanced Alloc Attn: Marilyn Orr Woodbury MN State Street Bank & Trust 402,842 7.59% Cust..................... FBO The Hartford Conservative Alloc Attn: Marilyn Orr Woodbury MN
CLASS A CLASS B CLASS C ----------------------- ----------------------- ----------------------- AMOUNT AND AMOUNT AND AMOUNT AND NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED ---------- ---------- ---------- ---------- ---------- ---------- THE HARTFORD TAX-FREE CALIFORNIA FUND Hartford Life Insurance Company..................... 776,723 51.99% Attn: Mark Strogoff Hartford CT Edward D Jones & Co................................. 263,399 17.63% 20,390 19.31% Maryland Hts MO Wallace & Yolanda Morton TTEES...................... 97,737 654% Wallce & Yolanda Morton Revoc Living Trust Santa Clarita CA NFSC FEBO........................................... 21,107 19.99% Arthur Zuber & Martha Schuett TR Martha Schuett Ttee Sebastopol CA Pershing LLC........................................ 13,850 13.12% Jersey City NJ NFSC FEBO........................................... 12,525 11.86% Ronald W Saurer Correne E Saurer Newport Beach CA Raymond James & Assoc Inc........................... 5,707 5.41% FBO Cal Property 1 St Petersburg FL Lucille E Horstman.................................. 5,283 5.00% Judy Ann Cipriani Ttees FBO Gilbert F And Lucille E Horstman Lifetime Trust Arcadia CA Robert Parry & Denise Parry Ttees................... 15,486 9.91% FBO Family Trust Of Robert W Parry and Denise A Parry Santa Rosa CA
B-18
CLASS A CLASS B CLASS C ----------------------- ----------------------- ----------------------- AMOUNT AND AMOUNT AND AMOUNT AND NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED ---------- ---------- ---------- ---------- ---------- ---------- THE HARTFORD TAX-FREE CALIFORNIA FUND Tim A Driscoll & Carolyn Regalia.................... 14,574 9.33% Ttee FBO Timothy A Driscoll & Carol A Regalia Redwood City CA Thomas J Wiggin Trustee............................. 12,784 8.18% FBO Wiggin Family Trust Novato CA Dale L And Pearline Butler Ttees.................... 11,649 7.45% FBO Dale L Butler And Pearline Butler Family Trust Palm Desert CA NFSC FEBO........................................... 10,299 6.59% Nelly Van Der Eyk Ttee The Cornelius & Nelly Van Der Eyk Fam Living Tr Visalia CA Florence Woods Trustee.............................. 9,672 6.19% FBO Woods Family Trust Sebastopol CA Jack W & Frances R Walker Ttee...................... 8,573 5.49% FBO Walker Family Trust Penngrove CA
CLASS A CLASS B CLASS C ----------------------- ----------------------- ----------------------- AMOUNT AND AMOUNT AND AMOUNT AND NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED ---------- ---------- ---------- ---------- ---------- ---------- THE HARTFORD TAX-FREE NEW YORK FUND Hartford Life Insurance Company..................... 885,988 83.48% 108,722 67.49% 108,722 53.23% Attn: Mark Strogoff Hartford CT Oscar T Ortiz Rochester NY.......................... 10,438 6.48% Pershing LLC Jersey City NJ......................... 10,118 6.28% Julia Daniels....................................... 9,612 5.97% Bronx NY First Clearing LLC.................................. 21,630 10.59% Eva Goldmann Family Trust Gst Exempt Robert Goldmann New York NY First Clearing LLC.................................. 13,926 6.82% Marcos Szulman & Ana Szulman Glen Cove NY First Clearing LLC.................................. 11,053 5.41% Peter Bertolotti & David Bertolotti Jt Ten New York NY
B-19
CLASS A CLASS B CLASS C CLASS Y ----------------------- ----------------------- ----------------------- ----------------------- AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- THE HARTFORD TOTAL RETURN BOND FUND Edward D Jones & Co....... 17,009,308 61.30% 1,720,259 21.74% 597,059 8.27% Maryland Hts MO West Virginia Savings Plan 6,135,405 42.05% Trustee.................. FBO Wst Virginia Savings Plan Trust Attn Marilyn Orr Woodbury MN State Street Bank & Trust 3,091,316 21.19% Cust..................... FBO The Hartford Balanced Alloc Attn: Marilyn Orr Woodbury MN State Street Bank & Trust 1,702,709 11.67% Cust..................... FBO The Hartford Growth Allocation Attn: Marilyn Orr Woodbury MN Saxon & Co................ 1,470,824 10.08% Philadelphia PA State Street Bank & Trust 1,189,460 8.15% Cust..................... FBO The Hartford Conservative Alloc Attn: Marilyn Orr Woodbury MN
CLASS A CLASS B CLASS C CLASS Y ----------------------- ----------------------- ----------------------- ----------------------- AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- THE HARTFORD VALUE FUND Edward D Jones & Co....... 3,572,180 60.24% 249,505 25.88% 83,315 8.07% Maryland Hts MO State Street Bank & Trust 2,550,927 52.26% Cust..................... FBO The Hartford Growth Allocation Attn: Marilyn Orr Woodbury MN State Street Bank & Trust 1,422,860 29.15% Cust..................... FBO The Hartford Balanced Alloc Attn: Marilyn Orr Woodbury MN State Street Bank & Trust 905,210 18.55% Cust..................... FBO The Hartford Aggressive Attn: Marilyn Orr Woodbury MN
B-20
CLASS A CLASS B CLASS C CLASS Y ----------------------- ----------------------- ----------------------- ----------------------- AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- THE HARTFORD VALUE OPPORTUNITIES FUND Edward D Jones & Co....... 1,114,956 37.42% 114,631 15.93% Maryland Hts MO State Street Bank & Trust 1,527,153 38.24% Cust..................... FBO The Hartford Growth Allocation Attn: Marilyn Orr Woodbury MN State Street Bank & Trust 1,509,054 37.78% Cust..................... FBO The Hartford Balanced Alloc Attn: Marilyn Orr Woodbury MN State Street Bank & Trust 601,411 15.06% Cust..................... FBO The Hartford Aggressive Growth Attn: Marilyn Orr Woodbury MN State Street Bank & Trust 356,222 8.92% Cust..................... FBO The Hartford Conservative Alloc Attn: Marilyn Orr Woodbury MN
CLASS A CLASS B CLASS C CLASS H ----------------------- ----------------------- ----------------------- ----------------------- AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- THE HARTFORD GROWTH FUND Edward D Jones & Co....... 9,938,762 28.51% 542,112 18.89% Maryland Hts MO MLPF&S.................... 5,586,540 16.03% 600,256 12.63% Attn Fund Administration Jacksonville FL Citigroup Global Markets, 312,862 6.58% Inc...................... Attn: Peter Booth New York NY
B-21
CLASS L CLASS M CLASS N CLASS Y ----------------------- ----------------------- ----------------------- ----------------------- AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- THE HARTFORD GROWTH FUND State Street Bank & Trust 1,031,290 44.73% Cust..................... FBO The Hartford Balanced Alloc Attn: Marilyn Orr Woodbury MN State Street Bank & Trust 771,913 33.48% Cust..................... FBO The Hartford Growth Allocation Attn: Marilyn Orr Woodbury MN State Street Bank & Trust 502,417 21.79% Cust..................... FBO The Hartford Aggressive Growth Attn: Marilyn Orr Woodbury MN
CLASS A CLASS B CLASS C CLASS H ----------------------- ----------------------- ----------------------- ----------------------- AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- THE HARTFORD GROWTH OPPORTUNITIES FUND MLPF&S.................... 2,180,047 43.21% Attn Fund Administration Jacksonville FL Edward D Jones & Co....... 557,777 11.05% Maryland Hts MO
CLASS L CLASS M CLASS N CLASS Y ----------------------- ----------------------- ----------------------- ----------------------- AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- THE HARTFORD GROWTH OPPORTUNITIES FUND Hartford Life & Annuity 493,790 95.28% Ins Co................... Attn Jackie Selman Hartford CT
CLASS Z ----------------------- AMOUNT AND NATURE OF PERCENTAGE BENEFICIAL OF CLASS OWNERSHIP OWNED ---------- ---------- THE HARTFORD GROWTH OPPORTUNITIES FUND Hartford Life & Annuity Ins Co.............................. 67,653 5.69% Attn Jackie Selman Hartford CT
B-22
CLASS A CLASS B CLASS C CLASS H ----------------------- ----------------------- ----------------------- ----------------------- AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- THE HARTFORD TAX-FREE MINNESOTA FUND Edward D Jones & Co....... 305,370 61.23% 13,635 20.96% Maryland Hts MO Piper Jaffray............. 25,093 38.58% 2,500 7.42% Attn Jami Podhradsky Minneapolis MN Florence M Lutter......... 13,524 20.79% Rochester MN Emil Blazek............... 4,555 7.00% Janice E Blazek JTWROS Owatonna MN Primevest Financial 3,589 5.52% Services (FBO)........... Bernard M Berres St Cloud MN Wells Fargo Investments 9,876 29.31% LLC...................... Minneapolis MN Roger Rossum.............. 4,167 12.37% Karen Rossum JTWROS Erhard MN Wells Fargo Investments 3,712 11.01% LLC...................... Minneapolis MN Raymond James & Assoc 2,476 7.35% Inc...................... FBO Raths Irene St Petersburg FL James F Brown and......... 2,014 5.98% Sharon A Brown JTTEN Cologne MN John A Speaker............ 1,988 5.90% Mequon WI U.S. Bancorp Investments, 10,202 91.21% Inc...................... Minneapolis MN
CLASS L CLASS M CLASS N CLASS Y ----------------------- ----------------------- ----------------------- ----------------------- AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- THE HARTFORD TAX-FREE MINNESOTA FUND Betty Mae Nelson.......... 59,698 21.62% Bellingham MN Pershing LLC.............. 6,408 52.15% Jersey City NY
B-23
CLASS L CLASS M CLASS N CLASS Y ----------------------- ----------------------- ----------------------- ----------------------- AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- THE HARTFORD TAX-FREE MINNESOTA FUND Henrietta Jane Collins.... 1,916 15.60% E Grand Forks MN Wells Fargo Investments 1,501 12.22% LLC...................... Minneapolis MN Regina L Wald............. 965 7.86% E Grand Forks MN Lyle W Jahnke............. 5,053 25.15% Olivia MN Henry A Prchal and........ 3,494 17.39% Patricia E Prchal Young America MN Catherine A Estrem........ 3,026 15.06% Maplewood MN James Michael Olson....... 2,434 12.11% Valerie J Olson Hawick MN Harvey Hagedorn........... 1,373 6.83% Winnebago MN Janice K Teeple........... 1,104 5.49% Paul R Peterson Raymond MN H L Investment Advisors... 114 97.55% Attn Greg Bubnash Hartford CT
CLASS A CLASS B CLASS C CLASS H ----------------------- ----------------------- ----------------------- ----------------------- AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- THE HARTFORD TAX-FREE NATIONAL FUND Edward D Jones & Co....... 1,763,920 50.55% 59,738 9.57% Maryland Hts MO Pershing LLC.............. 189,389 5.43% Jersey City NY Citigroup Global Markets, 39,502 6.33% 97,554 13.67% Inc...................... Attn: Peter Booth New York NY MLPF&S.................... 77,892 10.91% Attn Fund Administration Jacksonville FL
B-24
CLASS A CLASS B CLASS C CLASS H ----------------------- ----------------------- ----------------------- ----------------------- AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- THE HARTFORD TAX-FREE NATIONAL FUND First Clearing LLC........ 36,101 5.06% John C Hunter & Geneva L Hunger JT/WROS Winston Salem NC Maurice Moler Estate...... 4,642 12.62% Kenneth E Horsman Executor C/O Brainard Law Office Charleston IL Margaret E Tanigawa....... 3,731 10.14% Mits J Tanigawa Westlake Village CA A G Edwards & Sons Inc 2,981 8.11% FBO...................... Olive F Claxton & Daniel Claxton Saint Louis MO Judith V Rohde............ 2,892 7.86% Arvada CO Pershing LLC.............. 2,743 7.46% Jersey City NY Ruth H Gage &............. 2,272 6.18% Sandra J Bitterman JTTEN Jensen Beach FL A G Edwards & Sons Inc 2,193 5.96% FBO...................... Olive F Claxton & Diane G Toth Saint Louis MO Anna M Masler............. 1,975 5.37% Audrey M Barcelona JT WROS Palos Park IL Anglea Koutsoutis......... 1,918 5.22% Calson MD Gertrude Sutton-Mallory 1,906 5.18% Trustee.................. FBO Gertrude Sutton Mallory Trust Trumbull CT
B-25
CLASS L CLASS M CLASS N CLASS Y ----------------------- ----------------------- ----------------------- ----------------------- AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- THE HARTFORD TAX-FREE NATIONAL FUND Thomas A Hebert........... 38,691 5.39% Oconomowoc WI Delores M Kerkhoff........ 28,165 24.35% Templeton IA Harold M Sales Trustee.... 17,427 15.07% FBO Florence E Sales Trust Englewood CO Anthony Ciccarino......... 11,792 10.20% Amsterdam NY Elvada M. Torsiello....... 11,590 10.02% Amerstdam NY Anthony Ciccarino......... 10,625 9.19% Amsterdam NY Piper Jaffray............. 7,130 6.16% Attn Jami Podhradsky Minneapolis MN Ethel L Robb.............. 10,885 22.04% Sheryl L Abraham POA Sandy OR Joan C Steadman-Cook...... 5,176 10.48% Westerly RI Jeanie M Chresos.......... 4,884 9.89% Parma OH Sheldon Schram............ 4,611 9.34% West Paterson NJ Pershing LLC.............. 3,605 7.30% Jersey City NY Jacqueline A Olejniczak... 2,880 5.83% Glen Ellyn IL Glenn H Mannes............ 2,741 5.83% Bernita K Mannes JTWROS Yankton SD H L Investment Advisors... 108 97.56% Attn Greg Bubnash Hartford CT
B-26
CLASS A CLASS B CLASS C CLASS H ----------------------- ----------------------- ----------------------- ----------------------- AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- THE HARTFORD U.S. GOVERNMENT SECURITIES FUND Edward D Jones & Co....... 1,566,643 29.15% 184,056 7.44% 78,808 6.43% Maryland Hts MO Citigroup Global Markets, 70,556 5.76% Inc...................... Attn: Peter Booth New York NY
CLASS L CLASS M CLASS N CLASS Y ----------------------- ----------------------- ----------------------- ----------------------- AMOUNT AND AMOUNT AND AMOUNT AND AMOUNT AND NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE NATURE OF PERCENTAGE BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS BENEFICIAL OF CLASS OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP OWNED ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- THE HARTFORD U.S. GOVERNMENT SECURITIES FUND Horace Snipes............. 13,316 13.32% Chattanooga TN Richard Maynard Priest 6,265 6.27% Trustee.................. FBO The Priest Living Trust Sparks NV US Bank Natl Assoc C/F.... 5,511 5.51% Molt C Shafer Clendenin WV Craig W Spellman Cust..... 5,028 5.03% Joseph William Spellman Burleson TX State Street Bank & Trust 838,123 99.98% Cust..................... FBO The Hartford Growth Allocation Attn Marilyn Orr Woodbury MN
- --------------- * Each entity set forth in the tables above is the shareholder of record and may be deemed to be the beneficial owner of certain of the shares listed for certain purposes under the securities laws, although certain of the entities generally do not have an economic interest in these shares and would ordinarily disclaim any beneficial interest therein. B-27 ATTACHMENT C THE HARTFORD MUTUAL FUNDS, INC. THE HARTFORD MUTUAL FUNDS II, INC. HARTFORD SERIES FUND, INC. HARTFORD HLS SERIES FUND II, INC. THE HARTFORD INCOME SHARES FUND, INC. ("THE HARTFORD FUNDS") NOMINATING COMMITTEE CHARTER NOMINATING COMMITTEE MEMBERSHIP The Nominating Committee of The Hartford Funds (the "Committee") shall be composed entirely of Directors of the Funds that are not "interested persons" of the Funds, their investment adviser or their principal underwriter, as that term is defined in the Investment Company Act of 1940, as amended ("Independent Directors"), and may be comprised of one or more such Independent Directors. Officers of the Funds, although not members of the Committee, will nonetheless be expected to have a role in evaluating candidates and recruiting them for the Board. BOARD NOMINATIONS AND FUNCTIONS 1. The Committee shall make nominations for Independent Director membership on the Board of Directors. The Committee shall evaluate candidates' qualifications for Board membership and their independence from the Funds' investment adviser and other principal service providers. Persons selected must not be "interested persons" of the Funds, their investment adviser or their principal underwriter, as that term is defined in the 1940 Act. The Committee shall also consider the effect of any relationships beyond those delineated in the 1940 Act that might impair independence, e.g. business, financial or family relationships with the investment adviser. In determining nominees' qualifications for Board membership, the Committee may consider such other factors as it may determine to be relevant to fulfilling the role of being a member of the Board of Directors. 2. The Committee shall consider nominees recommended by shareholders if a vacancy among the Independent Directors of The Hartford Funds occurs pursuant to the procedures attached hereto as Appendix A. 3. The Committee shall meet as necessary prior to a meeting of the full Board and is empowered to hold special meetings as circumstances require. C-1 4. The Committee shall have the resources and authority appropriate to discharge its responsibilities, including authority to utilize Fund counsel and/or independent counsel to the Independent Directors and to retain experts, as deemed appropriate, at the expense of the Funds. 5. The Committee shall review these Procedures as necessary and recommend any changes to the full Board of Directors. ADOPTED: MAY 13, 2003 REVISED: MARCH 9, 2004 C-2 APPENDIX A PROCEDURES FOR CONSIDERATION OF SHAREHOLDER NOMINATIONS FOR INDEPENDENT DIRECTOR MEMBERSHIP BY THE NOMINATING COMMITTEE 1. The Nominating Committee will consider nominees recommended by shareholders if a vacancy among the Independent Directors of The Hartford Funds occurs. Each eligible shareholder or shareholder group may submit not more than one Independent Director nominee. 2. In order for the Nominating Committee to consider a nominee recommended by shareholders, the nominee, as well as the shareholder or shareholder group making the recommendation, must meet all requirements provided under applicable federal and state law and in the applicable Fund's organizational documents. 3. In order to recommend a nominee, a shareholder must send a letter to the chairperson of the Nominating Committee, in care of the Secretary of the applicable Hartford Fund at 55 Farmington Avenue, 11th Floor, Hartford, CT 06105, and must include, at a minimum: (i) the shareholder's contact information; (ii) the nominee's contact information, the nominee's resume or curriculum vitae, and the number of applicable Fund shares owned by the proposed nominee; (iii) a statement as to whether the nominee is an "interested person" of the applicable Fund as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended, and appropriate documentation to support the statement; (iv) all information regarding the nominee that would be required to be disclosed in solicitations of proxies for elections of directors required by Regulation 14A of the Securities Exchange Act of 1934; and (v) a notarized letter executed by the nominee, stating his or her intention to serve as a nominee and be named in the applicable Fund's proxy statement, if so designated by the Nominating Committee and the Fund's Board of Directors. It shall be in the Nominating Committee's sole discretion whether to seek corrections of a deficient submission or to exclude a nominee from consideration due to the deficient submission. 4. A Shareholder nominee recommendation must be received by the Nominating Committee within a reasonable time period prior to the proxy submission. C-3 5. A shareholder or shareholder group may not submit for consideration a nominee which has previously been considered by the Nominating Committee. 6. If the Nominating Committee receives a recommended nominee from an eligible shareholder or shareholder group who individually, or in the aggregate, beneficially owned more than 5% of the applicable Fund's voting shares for at least one year as of the date of the recommendation and the shareholder or shareholder group and their candidate provides his or her written consent at the time the recommendation is made, the Fund shall disclose in the applicable proxy statement: (1) the candidate's identity, (2) the identity of the shareholder or shareholder group making the recommendation, and (3) whether or not the Nominating Committee chose to nominate that candidate. 7. The Nominating Committee shall evaluate the qualifications of a director nominee in accordance with the guidelines attached hereto as Exhibit 1. The Nominating Committee may, in its sole discretion, consider any factors that it deems relevant in its consideration of a director nominee. Candidates submitted by shareholders shall be evaluated according to the same criteria as other director candidates. 8. The Nominating Committee may, in its sole discretion, hire third parties to assist it with identifying, screening and evaluating nominees. If a third party is used with respect to a particular election, appropriate disclosure of that fact in the relevant proxy statement shall be made in accordance with applicable law. 9. The final nomination of a prospective director rests solely with the Nominating Committee. 10. The Nominating Committee shall review these Procedures as necessary and recommend any changes to the full Board of Directors of the Hartford Funds. C-4 EXHIBIT 1 CRITERIA FOR SELECTION OF NEW INDEPENDENT DIRECTORS The ideal panel of independent directors should represent a cross section of the shareholder base of the Hartford-sponsored funds and, since their duties involve oversight of the management company's and service providers' activities relative to shareholder interests, care should be given to insure that the panel of individuals brings to their deliberation education, work and personal experiences that would improve the value provided to the shareholders. To maintain the vitality of the panel, some mandatory turnover of members is desired and should be accomplished through a reasonable retirement policy (e.g. age 72 mandatory retirement). The following criteria giving no prejudice towards an individual's gender, religion or race should be considered as a minimum requirement for consideration as an independent director: 1. Fifteen (15) years business or academic experience in a management, administrative, or other oversight capacity. 2. College degree or business experience equivalent to a college degree. 3. At least one independent director should have an investment background and at least one director should have a financial/accounting background. 4. Personal accomplishments that would provide ready acceptance by shareholders that the individual was capable of representing their interests. 5. An ability to invest in Hartford funds. 6. A person able to think through and discuss complicated regulatory and financial issues and arrive at reasonable decisions on these issues on behalf of the shareholders. 7. A person of high ethical standards. 8. Must meet minimum standards set out in the funds' audit committee charter. 9. Must be "financially literate" as that term is defined under New York Stock Exchange rules. For these purposes, this means the ability to read and understand fundamental financial statements, including a company's balance sheet, income statement, and cash flow statement. Directors who have limited familiarity with finance can achieve such "literacy" through fund-sponsored training programs. C-5 ATTACHMENT D The following tables outline the proposed changes in the fundamental policies for each affected Fund, stating the current policy and the proposed revised policy. THE HARTFORD MUTUAL FUNDS II, INC.: THE HARTFORD SMALLCAP GROWTH FUND
PROPOSAL CURRENT POLICY REVISED POLICY - -------- -------------- -------------- Proposal to revise The Fund "will not The Fund "will not purchase fundamental policy concentrate its investments the securities or loans of regarding investment in any particular industry, any issuer or borrower (other concentrations within except that (i) it may invest than securities or loans a particular industry. up to 25% of the value of its issued or guaranteed by the total assets in any U.S. government or any of its particular industry, and (ii) agencies or there is no limitation with instrumentalities) if, as a respect to investments in result, more than 25% of the obligations issued or Fund's total assets would be guaranteed by the U.S. invested in the securities or Government or its agencies loans of companies whose and instrumentalities. As to principal business activities utility companies, gas, are in the same industry." 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."
D-1
THE HARTFORD SMALLCAP GROWTH FUND (CONT.) PROPOSAL CURRENT POLICY REVISED POLICY - -------- -------------- -------------- Proposal to revise The Fund "will not invest in The Fund "will not purchase fundamental policy real estate, except the Fund or sell real estate unless regarding investments may invest in securities acquired as a result of in real estate or issued by companies owning ownership of securities or interests therein. real estate or interests other instruments, although therein." it may purchase securities secured by real estate or interests therein, or securities issued by companies which invest in real estate or interests therein." Proposal to revise The Fund "will not invest in The Fund "will not purchase fundamental policy commodities or commodity or sell commodities or regarding purchases contracts, other than for commodities contracts, except and sales of hedging purposes only." that the Fund may purchase or commodities and sell financial futures commodities contracts. 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." Proposal to revise The Fund "will not make loans The Fund "will not make fundamental policy to other persons. Repurchase loans, except to the extent regarding the making agreements, the lending of consistent with the of loans to other securities and the acquiring Investment Company Act of persons. of debt securities in 1940, as amended, and the accordance with the rules and regulations Prospectus and Statement of thereunder, or as may Additional Information are otherwise be permitted from not considered to be 'loans' time to time by regulatory for this purpose." authority." Proposal to eliminate The Fund "will not mortgage, The current policy will be fundamental policy pledge or hypothecate its eliminated. regarding the mortgage assets, except in an amount of assets. not exceeding 10% of the value of its total assets to secure temporary or emergency borrowing." Proposal to eliminate The Fund "will not The current policy will be fundamental policy participate on a joint or a eliminated. regarding joint and several basis in participation in any securities trading securities trading account." accounts.
D-2
THE HARTFORD SMALLCAP GROWTH FUND (CONT.) PROPOSAL CURRENT POLICY REVISED POLICY - -------- -------------- -------------- Proposal to eliminate The Fund "will not purchase The current policy will be fundamental policy from or sell to any officer, eliminated. regarding certain director, or employee of the purchases from and Company, or the Fund's sales to officers, adviser or underwriter, or directors and any of their officers or employees. directors, any securities other than shares of the Fund's common stock." Proposal to eliminate The Fund "will not make short The current policy will be fundamental policy sales, except for sales eliminated. regarding short 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." Proposal to revise The Fund "will not purchase The Fund "will not borrow fundamental policy securities on margin or money or issue any class of regarding the otherwise borrow money or senior securities, except to borrowing of money, issue senior securities, the extent consistent with issuing of senior except that the Fund in the Investment Company Act of securities and accordance with its 1940, as amended, and the purchasing securities investment objectives and rules and regulations on margin. policies, may purchase thereunder, or as may securities on a when-issued otherwise be permitted from and delayed delivery basis, time to time by regulatory within the limitations set authority." forth in the Prospectus and Statement of Additional 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."
D-3 THE HARTFORD GROWTH FUND THE HARTFORD GROWTH OPPORTUNITIES FUND THE HARTFORD U.S. GOVERNMENT SECURITIES FUND THE HARTFORD VALUE OPPORTUNITIES FUND
PROPOSAL CURRENT POLICY REVISED POLICY - -------- -------------- -------------- Proposal to revise The Fund "will not purchase The Fund "will not purchase fundamental policy the securities of any issuer the securities or loans of regarding investment (other than securities issued any issuer or borrower (other concentrations within or guaranteed by the U.S. than securities or loans a particular industry. government or any of its issued or guaranteed by the agencies or U.S. government or any of its instrumentalities) if, as a agencies or result, more than 25% of the instrumentalities) if, as a Fund's total assets would be result, more than 25% of the invested in the securities of Fund's total assets would be companies whose principal invested in the securities or business activities are in loans of companies whose the same industry." principal business activities are in the same industry."
D-4 THE HARTFORD TAX-FREE NATIONAL FUND THE HARTFORD TAX-FREE MINNESOTA FUND
PROPOSAL CURRENT POLICY REVISED POLICY - -------- -------------- -------------- Proposal to revise The Fund "will not purchase The Fund "will not purchase fundamental policy the securities of any issuer the securities or loans of regarding investment (other than securities issued any issuer or borrower (other concentrations within or guaranteed by the U.S. than securities or loans a particular industry. government or any of its issued or guaranteed by the agencies or U.S. government or any of its instrumentalities) if, as a agencies or result, more than 25% of the instrumentalities) if, as a Fund's total assets would be result, more than 25% of the invested in the securities of Fund's total assets would be companies whose principal invested in the securities or business activities are in loans of companies whose the same industry. . . . principal business activities [T]ax exempt securities are are in the same industry. not subject to this . . . [T]ax exempt securities limitation unless they are are not subject to this backed by the assets and limitation unless they are revenues of non-governmental backed by the assets and issuers; this limitation will revenues of non-governmental not apply to tax exempt issuers; this limitation will securities that have been not apply to tax exempt refunded with U.S. government securities that have been securities." refunded with U.S. government securities."
D-5 THE HARTFORD MUTUAL FUNDS, INC.: THE HARTFORD CAPITAL APPRECIATION FUND THE HARTFORD DISCIPLINED EQUITY FUND THE HARTFORD STOCK FUND
PROPOSAL CURRENT POLICY REVISED POLICY - -------- -------------- -------------- Proposal to revise the The Fund "will not issue The Fund "will not borrow fundamental policy senior securities." money or issue any class of regarding the issuing senior securities, except to of senior securities. the extent consistent with the Investment Company Act of 1940, as amended, and the rules and regulations thereunder, or as may otherwise be permitted from time to time by regulatory authority." Proposal to revise the The Fund "will not borrow The Fund "will not borrow fundamental policy money, except from banks and money or issue any class of regarding the then only if immediately after senior securities, except to borrowing of money. each such borrowing there is the extent consistent with the asset coverage of at least Investment Company Act of 300% as defined in the 1940 1940, as amended, and the Act." rules and regulations thereunder, or as may otherwise be permitted from time to time by regulatory authority." Proposal to revise the The Fund "will not invest 25% The Fund "will not purchase fundamental policy or more of its total assets in the securities or loans of any regarding investment the securities of one or more issuer or borrower (other than concentrations within issuers conducting their securities or loans issued or a particular industry. principal business activities guaranteed by the U.S. in the same industry government or any of its (excluding the U.S. Government agencies or instrumentalities) or any of its agencies or if, as a result, more than 25% instrumentalities)." of the Fund's total assets would be invested in the securities or loans of companies whose principal business activities are in the same industry." Proposal to revise the The Fund "will not make loans, The Fund "will not make loans, fundamental policy except through (a) the except to the extent regarding the making purchase of debt obligations consistent with the Investment of loans. in accordance with the Fund's Company Act of 1940, as investment objective and amended, and the rules and policies, (b) repurchase regulations thereunder, or as agreements with banks, may otherwise be permitted brokers, dealers and other from time to time by financial institutions, and regulatory authority." (c) loans of cash or securities as permitted by applicable law."
D-6
THE HARTFORD CAPITAL APPRECIATION FUND THE HARTFORD DISCIPLINED EQUITY FUND THE HARTFORD STOCK FUND (CONT.) PROPOSAL CURRENT POLICY REVISED POLICY - -------- -------------- -------------- Proposal to revise the Each Fund "will not underwrite Each Fund "will not act as an fundamental policy securities issued by others, underwriter of securities of regarding underwriting except to the extent that the other issuers, except to the securities. sale of portfolio securities extent that, in connection by the Fund may be deemed to with the disposition of be an underwriting." portfolio securities, the Fund may be deemed an underwriter under applicable laws." Proposal to revise the Each Fund "will not purchase Each Fund "will not purchase fundamental policy or sell real estate, except or sell real estate unless regarding investments that each Fund may (a) acquire acquired as a result of in real estate and or lease office space for its ownership of securities or interests therein. own use, (b) invest in other instruments, although it securities of issuers that may purchase securities invest in real estate or secured by real estate or interests therein (e.g., real interests therein, or estate investment trusts), (c) securities issued by companies invest in securities that are which invest in real estate or secured by real estate or interests therein." interests therein, (d) purchase and sell mortgage- related securities, (e) hold and sell real estate acquired by the Fund as a result of the ownership of securities and (f) invest in real estate limited partnerships." Proposal to revise the Each Fund "will not invest in Each Fund "will not purchase fundamental policy commodities or commodity or sell commodities or regarding purchases contracts, except that the commodities contracts, except and sales of Fund may invest in currency that the Fund may purchase or commodities and and financial instruments and sell financial futures commodities contracts. contracts that are commodities contracts, options on or commodity contracts." 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."
D-7
THE HARTFORD CAPITAL APPRECIATION FUND THE HARTFORD DISCIPLINED EQUITY FUND THE HARTFORD STOCK FUND (CONT.) PROPOSAL CURRENT POLICY REVISED POLICY - -------- -------------- -------------- Proposal to revise the "With respect to 75% of a Each Fund "has elected to be fundamental policy Fund's total assets," each classified as a diversified regarding the Fund "will not purchase series of an open-end diversification of securities of an issuer (other management investment investments. than cash, cash items or company." securities issued or guaranteed by the U.S. Government, its agencies, instrumentalities or authorities), if (a) such purchase would cause more than 5% of the Fund's total assets taken at market value to be invested in the securities of such issuer; or (b) such purchase would at the time result in more than 10% of the outstanding voting securities of such issuer being held by the Fund."
D-8 THE HARTFORD GLOBAL HEALTH FUND
PROPOSAL CURRENT POLICY REVISED POLICY - -------- -------------- -------------- Proposal to revise the The Fund "will not issue The Fund "will not borrow fundamental policy senior securities." money or issue any class of regarding the issuing senior securities, except to of senior securities. the extent consistent with the Investment Company Act of 1940, as amended, and the rules and regulations thereunder, or as may otherwise be permitted from time to time by regulatory authority." Proposal to revise the The Fund "will not borrow The Fund "will not borrow fundamental policy money, except from banks and money or issue any class of regarding the then only if immediately senior securities, except to borrowing of money. after each such borrowing the extent consistent with there is asset coverage of at the Investment Company Act of least 300% as defined in the 1940, as amended, and the 1940 Act." rules and regulations thereunder, or as may otherwise be permitted from time to time by regulatory authority." Proposal concerning The Fund "normally invests at The Fund "will normally fundamental policy least 25% of its total invest at least 25% of its regarding investments assets, in the aggregate, in total assets, in the within certain the following industries: aggregate, in the following industries. pharmaceuticals, medical industries: pharmaceuticals products, and health and biotechnology, medical services." products, and health services." Proposal to revise the The Fund "will not make The Fund "will not make fundamental policy loans, except through (a) the loans, except to the extent regarding the making purchase of debt obligations consistent with the of loans. in accordance with the Fund's Investment Company Act of investment objective and 1940, as amended, and the policies, (b) repurchase rules and regulations agreements with banks, thereunder, or as may brokers, dealers and other otherwise be permitted from financial institutions, and time to time by regulatory (c) loans of cash or authority." securities as permitted by applicable law." Proposal to revise the The Fund "will not underwrite The Fund "will not act as an fundamental policy securities issued by others underwriter of securities of regarding underwriting except to the extent that the other issuers, except to the securities. sale of portfolio securities extent that, in connection by the Fund may be deemed to with the disposition of be an underwriting." portfolio securities, the Fund may be deemed an underwriter under applicable laws."
D-9
THE HARTFORD GLOBAL HEALTH FUND (CONT.) PROPOSAL CURRENT POLICY REVISED POLICY - -------- -------------- -------------- Proposal to revise the The Fund "will not purchase The Fund "will not purchase fundamental policy or sell real estate, except or sell real estate unless regarding investments that the Fund may (a) acquire acquired as a result of in real estate and or lease office space for its ownership of securities or interests therein. own use, (b) invest in other instruments, although securities of issuers that it may purchase securities invest in real estate or secured by real estate or interests therein (e.g., real interests therein, or estate investment trusts), securities issued by (c) invest in securities that companies which invest in are secured by real estate or real estate or interests interests therein, (d) therein." purchase and sell mortgage- related securities, (e) hold and sell real estate acquired by the Fund as a result of the ownership of securities and (f) invest in real estate limited partnerships." Proposal to revise the The Fund "will not invest in The Fund "will not purchase fundamental policy commodities or commodity or sell commodities or regarding purchases contracts, except that the commodities contracts, except and sales of Fund may invest in currency that the Fund may purchase or commodities and and financial instruments and sell financial futures commodities contracts. contracts that are contracts, options on commodities or commodity financial futures contracts 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."
D-10 THE HARTFORD GLOBAL TECHNOLOGY FUND
PROPOSAL CURRENT POLICY REVISED POLICY - -------- -------------- -------------- Proposal to revise the The Fund "will not issue The Fund "will not borrow fundamental policy senior securities." money or issue any class of regarding the issuing of senior securities, except senior securities. to the extent consistent with the Investment Company Act of 1940, as amended, and the rules and regulations thereunder, or as may otherwise be permitted from time to time by regulatory authority." Proposal to revise the The Fund "will not borrow The Fund "will not borrow fundamental policy money, except from banks money or issue any class of regarding the borrowing of and then only if senior securities, except money. immediately after each such to the extent consistent borrowing there is asset with the Investment Company coverage of at least 300% Act of 1940, as amended, as defined in the 1940 and the rules and Act." regulations thereunder, or as may otherwise be permitted from time to time by regulatory authority." Proposal concerning The Fund "normally invests The Fund "will normally fundamental policy at least 25% of its total invest at least 25% of its regarding investments assets, in the aggregate, total assets, in the within certain industries. in the following aggregate, in the following industries: computers and industries: technology computer equipment, hardware and equipment, software and computer software and computer services, electronics, and services, electronics, communication equipment." communication equipment, and technology-related commercial services and supplies." Proposal to revise the The Fund "will not make The Fund "will not make fundamental policy loans, except through (a) loans, except to the extent regarding the making of the purchase of debt consistent with the loans. obligations in accordance Investment Company Act of with the Fund's investment 1940, as amended, and the objective and policies, (b) rules and regulations repurchase agreements with thereunder, or as may banks, brokers, dealers and otherwise be permitted from other financial time to time by regulatory institutions, and (c) loans authority." of cash or securities as permitted by applicable law."
D-11
THE HARTFORD GLOBAL TECHNOLOGY FUND (CONT.) PROPOSAL CURRENT POLICY REVISED POLICY - -------- -------------- -------------- Proposal to revise the The Fund "will not The Fund "will not act as fundamental policy underwrite securities an underwriter of regarding underwriting issued by others, except to securities of other securities. the extent that the sale of issuers, except to the portfolio securities by the extent that, in connection Fund may be deemed to be an with the disposition of underwriting." portfolio securities, the Fund may be deemed an underwriter under applicable laws." Proposal to revise the The Fund "will not purchase The Fund "will not purchase fundamental policy or sell real estate, except or sell real estate unless regarding investments in that the Fund may (a) acquired as a result of real estate and interests acquire or lease office ownership of securities or therein. space for its own use, (b) other instruments, although invest in securities of it may purchase securities issuers that invest in real secured by real estate or estate or interests therein interests therein, or (e.g., real estate securities issued by investment trusts), (c) companies which invest in invest in securities that real estate or interests are secured by real estate therein." or interests therein, (d) purchase and sell mortgage-related securities, (e) hold and sell real estate acquired by the Fund as a result of the ownership of securities and (f) invest in real estate limited partnerships." Proposal to revise the The Fund "will not invest The Fund "will not purchase fundamental policy in commodities or commodity or sell commodities or regarding purchases and contracts, except that the commodities contracts, sales of commodities and Fund may invest in currency except that the Fund may commodities contracts. and financial instruments purchase or sell financial and contracts that are futures contracts, options commodities or commodity on financial futures contracts." 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."
D-12 THE HARTFORD ADVISERS FUND THE HARTFORD DIVIDEND AND GROWTH FUND THE HARTFORD EQUITY INCOME FUND THE HARTFORD FOCUS FUND THE HARTFORD GLOBAL LEADERS FUND THE HARTFORD HIGH YIELD FUND THE HARTFORD INCOME FUND THE HARTFORD INFLATION PLUS FUND THE HARTFORD INTERNATIONAL CAPITAL APPRECIATION FUND THE HARTFORD INTERNATIONAL OPPORTUNITIES FUND THE HARTFORD INTERNATIONAL SMALL COMPANY FUND THE HARTFORD MIDCAP FUND THE HARTFORD MIDCAP VALUE FUND THE HARTFORD MONEY MARKET FUND THE HARTFORD SHORT DURATION FUND THE HARTFORD SMALL COMPANY FUND THE HARTFORD TOTAL RETURN BOND FUND THE HARTFORD VALUE FUND
PROPOSAL CURRENT POLICY REVISED POLICY - -------- -------------- -------------- Proposal to revise The Fund "will not purchase The Fund "will not purchase fundamental policy the securities of any the securities or loans of regarding investment issuer (other than any issuer or borrower concentrations within a securities issued or (other than securities or particular industry. guaranteed by the U.S. loans issued or guaranteed government or any of its by the U.S. government or agencies or any of its agencies or instrumentalities) if, as a instrumentalities) if, as a result, more than 25% of result, more than 25% of the Fund's total assets the Fund's total assets would be invested in the would be invested in the securities of companies securities or loans of whose principal business companies whose principal activities are in the same business activities are in industry." the same industry."
D-13 THE HARTFORD AGGRESSIVE GROWTH ALLOCATION FUND THE HARTFORD BALANCED ALLOCATION FUND THE HARTFORD CONSERVATIVE ALLOCATION FUND THE HARTFORD GROWTH ALLOCATION FUND THE HARTFORD INCOME ALLOCATION FUND
PROPOSAL CURRENT POLICY REVISED POLICY - -------- -------------- -------------- Proposal to revise The Fund "will not purchase The Fund "will not purchase fundamental policy the securities of any the securities or loans of regarding investment issuer (other than any issuer or borrower concentrations within a securities issued or (other than securities or particular industry. guaranteed by the U.S. loans issued or guaranteed government or any of its by the U.S. government or agencies or any of its agencies or instrumentalities) if, as a instrumentalities) if, as a result, more than 25% of result, more than 25% of the Fund's total assets the Fund's total assets would be invested in the would be invested in the securities of companies securities or loans of whose principal business companies whose principal activities are in the same business activities are in industry; except that the the same industry; except Fund may invest more than that the Fund may invest 25% of its assets in any more than 25% of its assets one Underlying Fund." in any one Underlying Fund."
D-14 THE HARTFORD TAX-FREE CALIFORNIA FUND THE HARTFORD TAX-FREE NEW YORK FUND
PROPOSAL CURRENT POLICY REVISED POLICY - -------- -------------- -------------- Proposal to revise The Fund "will not purchase The Fund "will not purchase fundamental policy the securities of any the securities or loans of regarding investment issuer (other than any issuer or borrower concentrations within a securities issued or (other than securities or particular industry. guaranteed by the U.S. loans issued or guaranteed government or any of its by the U.S. government or agencies or any of its agencies or instrumentalities) if, as a instrumentalities) if, as a result, more than 25% of result, more than 25% of the Fund's total assets the Fund's total assets would be invested in the would be invested in the securities of companies securities or loans of whose principal business companies whose principal activities are in the same business activities are in industry. . . . [T]ax the same exempt securities are not industry. . . . [T]ax subject to this limitation exempt securities are not unless they are backed by subject to this limitation the assets and revenues of unless they are backed by non-governmental issuers; the assets and revenues of this limitation will not non- governmental issuers; apply to tax exempt this limitation will not securities that have been apply to tax exempt refunded with U.S. securities that have been government securities." refunded with U.S. government securities."
D-15 [THE HARTFORD LOGO] VOTING YOUR PROXY CARD IS FAST AND EASY THERE ARE THREE CONVENIENT WAYS TO VOTE Please read the accompanying Proxy Statement before you vote.
[COMPUTER LOGO] [PHONE LOGO] [ENVELOPE LOGO] VOTE ON VOTE BY VOTE BY MAIL THE INTERNET TOUCH-TONE TELEPHONE o Log-on to https://vote.proxy-direct.com o Dial 1-866-241-6192 (toll free) o Cast your vote, sign and date the Proxy Card o Follow the on-screen instructions o Follow the instructions o Return in the postage-paid envelope provided NOTE: IF YOU VOTE BY PHONE OR INTERNET, YOU DO NOT NEED TO RETURN YOUR PROXY CARD. PLEASE KEEP IT FOR YOUR FILES.
[THE HARTFORD LOGO] VOTING YOUR PROXY CARD IS FAST AND EASY THERE ARE THREE CONVENIENT WAYS TO VOTE Please read the accompanying Proxy Statement before you vote.
[COMPUTER LOGO] [PHONE LOGO] [ENVELOPE LOGO] VOTE ON VOTE BY VOTE BY MAIL THE INTERNET TOUCH-TONE TELEPHONE o Log-on to https://vote.proxy-direct.com o Dial 1-866-241-6192 (toll free) o Cast your vote, sign and date the Proxy Card o Follow the on-screen instructions o Follow the instructions o Return in the postage-paid envelope provided NOTE: IF YOU VOTE BY PHONE OR INTERNET, YOU DO NOT NEED TO RETURN YOUR PROXY CARD. PLEASE KEEP IT FOR YOUR FILES.
[ENVELOPE] FIRST CLASS PRESORT U.S. POSTAGE PAID SMITHTOWN, NY [THE HARTFORD LOGO] PERMIT NO. 700 Return Service Requested PO Box 18011 Hauppauge, NY 11788-8811 URGENT REQUEST! WE NEED YOUR VOTE TODAY! Your Vote Is Important! Look Inside For Your Proxy Information THE HARTFORD MUTUAL FUNDS, INC. PROXY THE HARTFORD MUTUAL FUNDS II, INC. PROXY FOR SPECIAL MEETING OF SHAREHOLDERS [THE HARTFORD LOGO] TO BE HELD ON SEPTEMBER 7, 2005 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. The undersigned appoints Edward P. Macdonald, Tamara L. Fagely and Jill G. Powilatis or each of them separately with power to act without the other and with the right of substitution in each, the proxies of the undersigned to vote, as designated herein, all shares of the series of the companies named above (the "Funds") held by the undersigned on June 21, 2005, at a Special Meeting of Shareholders to be held at the offices of Hartford Investment Financial Services, LLC, 200 Hopmeadow Street, Simsbury, Connecticut, on September 7, 2005, at 8:30 a.m., Eastern Time, and at any adjournments or postponements thereof, upon the matters as set forth in the Notice of Joint Special Meeting of Shareholders and Proxy Statement, with all powers the undersigned would possess if present in person. All previous proxies with respect to the meeting are revoked. Receipt of the Notice of Joint Special Meeting of Shareholders and Proxy Statement is acknowledged by your execution of this proxy. This proxy may be revoked at any time before it is exercised by giving written notice of revocation to the Secretary of the Fund or by executing a superceding proxy. VOTE VIA THE INTERNET: HTTPS://VOTE.PROXY-DIRECT.COM VOTE VIA THE TELEPHONE: 1-866-241-6192 999 99999 999 999 NOTE: Please sign exactly as name appears to the left. When signing as attorney, executor, administrator, trustee, or guardian, please give full title as such. If signing for a corporation, please sign in full corporate name by authorized person. If a partnership, please sign in partnership name by authorized person. --------------------------------------- Signature --------------------------------------- Date HMF_15105_GS
FUND FUND FUND Fund Name Drop-In 1 2652.8576 Fund Name Drop-In 2 1026.8572 Fund Name Drop-In 3 1026.8572 Fund Name Drop-In 4 57858.6497 Fund Name Drop-In 5 3365.9812 Fund Name Drop-In 6 3365.9812 Fund Name Drop-In 7 103.0851 Fund Name Drop-In 8 9658.0602 Fund Name Drop-In 9 9658.0602
THIS PROXY WILL BE VOTED AS INSTRUCTED ON THE NOMINEES AND PROPOSALS SET FORTH BELOW. IT IS UNDERSTOOD THAT IF NO CHOICE IS SPECIFIED, THIS PROXY WILL BE VOTED "FOR" ALL THE NOMINEES AND PROPOSALS IF THE PROXY CARD IS SIGNED, DATED, AND RETURNED. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING AND ANY ADJOURNMENTS OR POSTPONEMENTS OF THE MEETING. A SHAREHOLDER WISHING TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATION NEED ONLY SIGN AND DATE THIS PROXY CARD AND RETURN IT IN THE ENVELOPE PROVIDED. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS. EXAMPLE:[X] [ ] To vote FOR ALL Funds on ALL Proposals mark this box. (If this box is marked, no other vote is necessary.) 1. TO ELECT THE FOLLOWING NOMINEES TO THE BOARD OF DIRECTORS: FOR WITHHOLD FOR ALL 01 L.S. Birdsong 02 R.M. Gavin 03 D.E. Hill ALL ALL EXCEPT 04 P.O. Peterson 05 T.M. Marra 06 L.A. Smith [ ] [ ] [ ] 07 D.M. Znamierowski 08 S.S. Jaffee 09 W.P. Johnston
To withhold authority to vote for any individual, mark the box "FOR ALL EXCEPT" and write the nominee's number on the line provided below: - -------------------------------------------------------------------------------- 2. PROPOSAL TO PERMIT THE FUNDS' INVESTMENT ADVISER TO SELECT AND CONTRACT WITH SUB-ADVISERS WITHOUT OBTAINING SHAREHOLDER APPROVAL.
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN Fund Name Drop-In 1 [ ] [ ] [ ] Fund Name Drop-In 2 [ ] [ ] [ ] Fund Name Drop-In 3 [ ] [ ] [ ] Fund Name Drop-In 4 [ ] [ ] [ ] Fund Name Drop-In 5 [ ] [ ] [ ] Fund Name Drop-In 6 [ ] [ ] [ ] Fund Name Drop-In 7 [ ] [ ] [ ] Fund Name Drop-In 8 [ ] [ ] [ ] Fund Name Drop-In 9 [ ] [ ] [ ]
3(A)(i). PROPOSAL TO REVISE THE FUNDAMENTAL POLICY REGARDING THE ISSUING OF SENIOR SECURITIES.
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN Fund Name Drop-In 1 [ ] [ ] [ ] Fund Name Drop-In 2 [ ] [ ] [ ] Fund Name Drop-In 3 [ ] [ ] [ ] Fund Name Drop-In 4 [ ] [ ] [ ] Fund Name Drop-In 5 [ ] [ ] [ ] [ ] [ ] [ ]
3(A)(ii). PROPOSAL TO REVISE THE FUNDAMENTAL POLICY REGARDING THE BORROWING OF MONEY.
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN Fund Name Drop-In 1 [ ] [ ] [ ] Fund Name Drop-In 2 [ ] [ ] [ ] Fund Name Drop-In 3 [ ] [ ] [ ] Fund Name Drop-In 4 [ ] [ ] [ ] Fund Name Drop-In 5 [ ] [ ] [ ]
3(A)(iii). PROPOSAL TO REVISE THE FUNDAMENTAL POLICY REGARDING THE BORROWING OF MONEY, ISSUING OF SENIOR SECURITIES AND PURCHASING SECURITIES ON MARGIN.
FOR AGAINST ABSTAIN Fund Name Drop-In 1 [ ] [ ] [ ]
3(B). PROPOSAL TO ELIMINATE THE FUNDAMENTAL POLICY REGARDING THE PLEDGING, MORTGAGING OR HYPOTHECATING OF ASSETS.
FOR AGAINST ABSTAIN Fund Name Drop-In 1 [ ] [ ] [ ]
3(C). PROPOSAL TO REVISE THE FUNDAMENTAL POLICY REGARDING UNDERWRITING SECURITIES.
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN Fund Name Drop-In 1 [ ] [ ] [ ] Fund Name Drop-In 2 [ ] [ ] [ ] Fund Name Drop-In 3 [ ] [ ] [ ] Fund Name Drop-In 4 [ ] [ ] [ ] Fund Name Drop-In 5 [ ] [ ] [ ]
3(D). PROPOSAL TO REVISE THE FUNDAMENTAL POLICY REGARDING INVESTMENTS IN REAL ESTATE OR INTERESTS THEREIN.
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN Fund Name Drop-In 1 [ ] [ ] [ ] Fund Name Drop-In 2 [ ] [ ] [ ] Fund Name Drop-In 3 [ ] [ ] [ ] Fund Name Drop-In 4 [ ] [ ] [ ] Fund Name Drop-In 5 [ ] [ ] [ ] Fund Name Drop-In 6 [ ] [ ] [ ]
3(E). PROPOSAL TO REVISE THE FUNDAMENTAL POLICY REGARDING PURCHASES AND SALES OF COMMODITIES AND COMMODITIES CONTRACTS.
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN Fund Name Drop-In 1 [ ] [ ] [ ] Fund Name Drop-In 2 [ ] [ ] [ ] Fund Name Drop-In 3 [ ] [ ] [ ] Fund Name Drop-In 4 [ ] [ ] [ ] Fund Name Drop-In 5 [ ] [ ] [ ] Fund Name Drop-In 6 [ ] [ ] [ ]
3(F). PROPOSAL TO REVISE THE FUNDAMENTAL POLICY REGARDING THE DIVERSIFICATION OF INVESTMENTS.
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN Fund Name Drop-In 1 [ ] [ ] [ ] Fund Name Drop-In 2 [ ] [ ] [ ] Fund Name Drop-In 3 [ ] [ ] [ ]
3(G). PROPOSAL TO REVISE THE FUNDAMENTAL POLICY REGARDING INVESTMENT CONCENTRATIONS WITHIN A PARTICULAR INDUSTRY.
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN Fund Name Drop-In 1 [ ] [ ] [ ] Fund Name Drop-In 2 [ ] [ ] [ ] Fund Name Drop-In 3 [ ] [ ] [ ] Fund Name Drop-In 4 [ ] [ ] [ ]
3(H)(i). PROPOSAL TO ELIMINATE THE FUNDAMENTAL POLICY REGARDING PURCHASES FROM AND SALES TO OFFICERS, DIRECTORS AND EMPLOYEES.
FOR AGAINST ABSTAIN Fund Name Drop-In 1 [ ] [ ] [ ]
3(H)(ii). PROPOSAL TO ELIMINATE THE FUNDAMENTAL POLICY REGARDING SECURITIES TRADING ACCOUNTS.
FOR AGAINST ABSTAIN Fund Name Drop-In 1 [ ] [ ] [ ]
3(I). PROPOSAL TO REVISE THE FUNDAMENTAL POLICY REGARDING THE MAKING OF LOANS.
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN Fund Name Drop-In 1 [ ] [ ] [ ] Fund Name Drop-In 2 [ ] [ ] [ ] Fund Name Drop-In 3 [ ] [ ] [ ] Fund Name Drop-In 4 [ ] [ ] [ ] Fund Name Drop-In 5 [ ] [ ] [ ] Fund Name Drop-In 6 [ ] [ ] [ ]
3(J). PROPOSAL TO ELIMINATE THE FUNDAMENTAL POLICY REGARDING SHORT SALES.
FOR AGAINST ABSTAIN Fund Name Drop-In 1 [ ] [ ] [ ]
3(K). PROPOSAL TO REVISE THE FUNDAMENTAL POLICY REGARDING INVESTMENTS IN CERTAIN INDUSTRIES.
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN Fund Name Drop-In 1 [ ] [ ] [ ] Fund Name Drop-In 2 [ ] [ ] [ ]
PLEASE VOTE, SIGN, DATE AND PROMPTLY RETURN YOUR PROXY IN THE ENCLOSED ENVELOPE! HMF_15105_GS -----END PRIVACY-ENHANCED MESSAGE-----