<PAGE>
As filed with the Securities and Exchange Commission December 12, 1997
File No. 333-25253
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / X /
Pre-Effective Amendment No. _____ / /
Post-Effective Amendment No. __2__ / X /
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940/ X /
Amendment No. __3__ / X /
HARTFORD MIDCAP FUND, INC.
(Exact Name of Registrant as Specified in Charter)
P. O. Box 2999, Hartford, Connecticut 06104-2999
(Address of Principal Executive Offices)
Registrant's Telephone Number including Area Code: (203) 547-5000
C. Michael O'Halloran, Esquire
P.O. Box 2999, Hartford, Connecticut 06104-2999
(Name and Address of Agent for Service)
Approximate Date of Proposed Public Offering
Upon this Registration Statement being declared effective.
It is proposed that this filing will become effective (check appropriate box)
__X__ immediately upon filing pursuant to paragraph (b) of Rule 485
_____ on __________________ pursuant to paragraph (b) of Rule 485
_____ 60 days after filing pursuant to paragraph (a)(1) of Rule 485
_____ on __________________ pursuant to paragraph (a)(1) of Rule 485
_____ 75 days after filing pursuant to paragraph (a)(2) of Rule 485
_____ on __________________ pursuant to paragraph (a)(2) of Rule 485
Pursuant to Rule 24f-2 under the Investment Company Act of 1940, Registrant has
previously elected to register an indefinite number of shares of its Common
Stock.
<PAGE>
The Rule 24f-2 Notice for the Registrant's 1997 fiscal year will be filed by
March 31, 1998.
<PAGE>
The purpose of this post-effective amendment is to (i) include a per share
table for the Hartford MidCap Fund, Inc.; and (ii) include certain financial
statements as part of the Statement of Additional Information in Part B of
this Registration Statement. Parts A and B of the original Registration
Statement, which are amended hereby, are incorporated by reference herein.
This post-effective amendment does not amend or supersede Registrant's most
recent post-effective amendment filed for the purpose of including the Class
IB shares in a separate prospectus and statement of additional information.
<PAGE>
HARTFORD MIDCAP FUND, INC.
Report for the period
July 15, 1997 (Commencement of Operations)
to
October 31, 1997
<PAGE>
HARTFORD MUTUAL FUNDS
- --------------------------------------------------------------------------------
SUPPLEMENT, DATED DECEMBER 12, 1997
TO THE PROSPECTUS DATED MAY 1, 1997
AS REVISED EFFECTIVE JULY 15, 1997
Hartford Advisers Fund, Inc.
Hartford Bond Fund, Inc.
Hartford Capital Appreciation Fund, Inc.
Hartford Dividend and Growth Fund, Inc.
Hartford Index Fund, Inc.
Hartford International Advisers Fund, Inc.
Hartford International Opportunities Fund, Inc.
Hartford MidCap Fund, Inc.
Hartford Mortgage Securities Fund, Inc.
Hartford Small Company Fund, Inc.
Hartford Stock Fund, Inc.
HVA Money Market Fund, Inc.
Effective December 12, 1997 the prospectus dated May 1, 1997 as revised July 15,
1997 is amended by including the following unaudited selected per share data and
ratio information for Hartford MidCap Fund, Inc. for the period ended October
31, 1997. This information should be read in conjunction with the financial
statements and related notes for the Funds included in the Statement of
Additional Information dated May 1, 1997 as revised July 15, 1997, and as
supplemented December 12, 1997.
HARTFORD MIDCAP FUND, INC.
SELECTED PER SHARE DATA AND RATIOS (unaudited)
Selected data for a share of Capital Stock outstanding throughout the period:
<TABLE>
<CAPTION>
7/15/97 TO
10/31/97(A)
-----------
<S> <C>
Net asset value at beginning of period................................................................................ $ 1.00
Net investment income................................................................................................. .0009
Net realized and unrealized gains (losses) on investments............................................................. .05
-----------
Total from investment operations................................................................................ .05
Dividends from net investment income.................................................................................. 0
Distribution from net realized gains on securities.................................................................... 0
Return of capital............................................................................................... 0
-----------
Total from distributions.............................................................................................. 0
Net increase (decrease) in net assets................................................................................. .05
Net asset value at end of period...................................................................................... $ 1.05
-----------
-----------
Total return.......................................................................................................... 5.17%
Net Assets (in thousands)............................................................................................. $16,541
Ratio of operating expenses to average net assets..................................................................... .33%(b)
Ratio of net investment income to average net assets.................................................................. .70%
Portfolio turnover rate............................................................................................... 34.6%
Average commission rate paid ($)...................................................................................... $.02426
</TABLE>
- ---------
(a) The Fund was declared effective by the Securities and Exchange Commission on
July 15, 1997.
(b) Without the Manager's voluntary waiver of certain of its expenses during the
period, the Fund's ratio of expenses to average net assets would have been
.76% (annualized).
<PAGE>
HARTFORD MIDCAP FUND, INC.
Financial Statements for the period
July 15, 1997 (Commencement of Operations)
to
October 31, 1997
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE OF INVESTMENTS
HARTFORD MIDCAP FUND, INC. OCTOBER 31, 1997
Shares or Principal Amount Market Value
<S> <C> <C>
COMMON STOCKS 96.94%
AEROSPACE AND DEFENSE 1.45%
11,455 Loral Space and Communications 239,839
$239,839
BANKS 2.89%
3,665 Crestar Financial Corp. 173,171
4,275 Mercantile Bankshares Inc. 152,297
2,405 Old Kent Financial 151,816
$477,284
BROADCASTING/ 0.95%
NEWSPAPERS/ADVERTISING
2,235 Omnicom Group Inc. 157,847
$157,847
BUSINESS SERVICES 2.57%
2,870 Fluor Corp. 117,849
2,445 Halter Marine Group Inc. 127,598
4,700 Manpower Inc. 180,363
$425,810
CHEMICALS 1.11%
4,765 Unifi Inc. 182,857
$182,857
COMMUNICATIONS 2.21%
EQUIPMENT
4,410 Ciena Corp. 242,550
3,835 General Cable Corp. 123,679
$366,229
COMPUTER AND SERVICES 2.21%
3,570 Altera Corp. 158,419
4,725 SCI Systems Inc. 206,719
$365,138
COMPUTERS AND OFFICE 4.06%
EQUIPMENT
4,970 Adaptec Inc. 240,734
4,825 EMC Corp. - Mass 269,597
4,725 Xilinx Inc. 161,241
$671,572
CONSUMER DURABLES 2.87%
8,615 Avis Rent A Car Inc. 235,836
6,930 Hertz Corp. 239,085
$474,921
CONSUMER NON-DURABLES 2.52%
9,595 Polo Ralph Lauren Corp. 248,271
3,730 Sunbeam Corp. 168,783
$417,054
CONSUMER SERVICES 5.36%
<PAGE>
9,825 Host Marriott Corp. 203,869
2,495 MGM Grand Inc. 108,844
14,685 Mirage Resorts 365,281
6,305 Starbucks Coffee 208,065
$886,059
ELECTRONICS 3.83%
13,510 Analog Devices 412,055
5,680 Solectron Corp. 222,230
$634,285
ENERGY AND SERVICES 5.50%
4,990 Baker Hughes, Inc.. 228,916
2,435 Coflexip ADR 133,925
5,385 Transocean Offshore 290,790
2,440 Western Atlas Inc. 210,145
700 Western Atlas Inc. - W/I 46,550
$910,326
FINANCIAL SERVICES 15.44%
2,600 Ace LTD. 241,313
2,565 BB&T Corp. 139,472
7,405 Equifax Inc. 229,555
4,980 Finova Group Inc. 217,253
5,197 Legg Mason Inc. 254,637
4,200 MBIA Inc. 250,688
3,515 Mercantile Bancorporation 170,478
3,360 Nationwide Financial Services 101,640
4,415 Northern Trust Corp. 258,278
3,705 Peoples Heritage Financial Group 145,884
2,565 Price (T. Rowe) Associates 169,931
3,705 State Street Corp. 206,091
3,982 Summit Bancorp 169,484
$2,554,704
FOOD, BEVERAGE AND 1.18%
TOBACCO
6,970 Coca Cola Enterprises 195,160
$195,160
HEALTH CARE 9.92%
2,980 Bergen Brunswig Corp. 119,200
4,535 Biomet 113,092
1,300 Cardinal Health Inc. 96,363
3,055 Genzyme Corp. 83,631
8,880 Health Management Associates Inc. 215,895
5,040 Manor Care Inc. 172,305
9,115 Service Corp. International 276,868
5,700 Sunrise Assisted Living Inc. 211,613
7,530 Tenet Healthcare Corp. 229,665
4,510 Vencor Inc. 121,488
$1,640,120
HOTELS AND GAMING 1.10%
4,660 Promus Hotels 182,614
$182,614
INDUSTRIAL MATERIALS 3.20%
9,670 Abitibi-Consolidated Inc. 137,193
4,620 Morton International Inc. 152,171
4,895 Santa Fe International Corp. 240,161
$529,525
MANUFACTURING 6.88%
3,455 American Standard Cos. 123,300
<PAGE>
2,945 Avery Dennison International 117,064
11,410 Covance Inc. 199,675
2,010 Danaher Corp. 110,048
2,705 Dover Corp. 182,588
6,475 Perkin Elmer 404,688
$1,137,363
MEDIA AND SERVICES 4.46%
3,140 Clear Channel Communications 206,455
13,040 Outdoor Systems Inc. 397,720
3,215 Stewart Enterprises Inc. 133,423
$737,598
OIL SERVICE 0.88%
2,870 Weatherford Enterra Inc. 146,370
$146,370
RETAIL 6.61%
4,085 Bed and Bath Beyond Inc. 129,699
10,620 Borders Group Inc. 274,793
3,805 CVS Corp. 233,056
5,538 Dollar General 182,754
10,400 Staples Inc. 273,000
$1,093,302
SOFTWARE AND SERVICES 7.10%
1,610 America Online Inc. 123,869
6,155 Ceridian Corp. 239,660
3,535 Computer Sciences Corp. 250,543
5,300 DST Systems Inc. 186,825
3,205 Parametric Technology Corp. 141,421
3,690 Peoplesoft Inc. 232,009
$1,174,327
TECHNOLOGY 1.47%
3,865 Linear Technology Corp. 243,012
$243,012
TRANSPORTATION 1.16%
5,875 Southwest Airlines 191,305
$191,305
TOTAL COMMON STOCKS $16,034,621
SHORT TERM SECURITIES 9.27%
REPURCHASE AGREEMENT 9.27%
1,533,000 5.68 11/3/97 U.S. Govt Repo 1,533,000
$1,533,000
TOTAL SHORT TERM SECURITIES $1,533,000
TOTAL INVESTMENTS 106.21% $17,567,621
TOTAL LIABILITIES, LESS (6.21%) ($1,026,942)
CASH AND OTHER LIABILITIES
NET ASSETS 100.00% $16,540,679
</TABLE>
<PAGE>
Assets & Liabilities
HARTFORD MIDCAP FUND, INC.
STATEMENT OF ASSETS AND LIABILITIES
AS OF OCTOBER 31, 1997
<TABLE>
<CAPTION>
ASSETS COST VALUE
------------------------------------
<S> <C> <C>
Investment at value $ 17,875,407 $ 17,567,621
Cash 243
Receivables
Investment sold 408,846
Dividend 3,653
Interest 725
---------------
TOTAL ASSETS 17,981,088
LIABILITIES
Payable
Investment purchased 1,437,557
Accrued expenses 2,852
---------------
TOTAL LIABILITIES 1,440,409
---------------
NET ASSETS $ 16,540,679
---------------
---------------
SHARES OUTSTANDING 15,727,155
NET ASSET VALUE PER SHARE $ 1.05
---------------
---------------
NET ASSETS CONSIST OF:
Share paid in capital 16,840,245
Accumulated undistributed net investment income 13,538
Accumulated undistributed net realized gains/(losses) (6,728)
Unrealized appreciation/(depreciation) of investments (306,376)
Total Net Assets $ 16,540,679
---------------
---------------
CAPITAL SHARES
Authorized 750,000,000
Outstanding $.10 Par Value 15,727,155
</TABLE>
Page 1
<PAGE>
Operations
HARTFORD MIDCAP FUND, INC.
STATEMENT OF OPERATIONS
YEAR TO DATE OCTOBER 31, 1997
<TABLE>
<CAPTION>
INVESTMENT INCOME
<S> <C>
Dividends $ 9,510
Interest 10,455
Less: Foreign tax withheld (26)
---------------
TOTAL INCOME 19,939
---------------
EXPENSES:
Investment advisory fee 11,276
Administrative service fee 3,446
Other expenses (8,322)
---------------
TOTAL EXPENSES 6,400
---------------
NET INVESTMENT INCOME 13,538
---------------
Net realized gain (loss) on security transactions (6,728)
Net unrealized appreciation (depreciation) of investments during the period (306,376)
---------------
Net realized and unrealized gain (loss) on investments (313,104)
---------------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $ (299,566)
---------------
---------------
</TABLE>
Page 2
<PAGE>
Changes
HARTFORD MIDCAP FUND, INC.
STATEMENT OF CHANGES IN NET ASSETS
YEAR TO DATE OCTOBER 31, 1997
<TABLE>
<CAPTION>
FOR THE PERIOD
JULY 15, 1997
--------------
<S> <C>
OPERATIONS:
Net investment income $ 13,538
Net realized gain (loss) on security transactions and foreign currency (6,728)
Net realized gain (loss) on futures contracts -
Net unrealized appreciation (depreciation) of investments during the period (306,376)
-----------
Net increase (decrease) in net assets resulting from operations (299,566)
DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income 0
Net realized gain (loss) on security transactions 0
CAPITAL SHARE TRANSACTIONS:
Proceeds from sale of shares 16,851,748
Reinvested dividends and distributions 0
Cost of shares repurchased (11,503)
-----------
Net increase (decrease) from capital share transactions 16,840,245
-----------
Total increase (decrease) in net assets 16,540,679
NET ASSETS:
Beginning of period 0
-----------
End of period $ 16,540,679
-----------
-----------
CAPITAL SHARE TRANSACTIONS:
Shares sold 15,738,251
Reinvested distributions 0
Shares redeemed (11,096)
-----------
Net increase (decrease) in shares outstanding 15,727,155
-----------
-----------
</TABLE>
Page 3
<PAGE>
Hartford MidCap Fund Inc.
Notes to Financial Statements
October 31, 1997
1. ORGANIZATION:
Hartford MidCap Fund Inc. (the Fund) is organized under the laws of the
State of Maryland and registered with the Securities and Exchange
Commission (SEC) under the Investment Company Act of 1940, as amended, as
a diversified open-ended management investment company.
Fund shares are made available to serve as the underlying investment media
of the variable annuity, variable life insurance and group pension
contracts issued by the affiliated life insurance company Separate
Accounts of the Hartford Life Insurance Companies (HL) (Hartford Life
Insurance Company and ITT Hartford Life and Annuity Insurance Company).
The Fund's investment objective is to seek growth of capital by investing
primarily in equity securities selected on the basis of potential for
capital appreciation.
2. SIGNIFICANT ACCOUNTING POLICIES:
The following is a summary of significant accounting policies of the Fund,
which are in accordance with generally accepted accounting principles in
the investment company industry:
a) SECURITY TRANSACTIONS -- Security transactions are recorded on the trade
date (date the order to buy or sell is executed). Security gains and losses
are determined on the basis of identified cost.
b) SECURITY VALUATION -- Debt securities (other than short-term
obligations) are valued on the basis of valuations furnished by an
unaffiliated pricing service which determines valuations for normal
institutional size trading units of debt securities. Short-term
investments with a maturity of 60 days or less when purchased are valued
at amortized cost, which approximates market value. Short-term investments
with a maturity of more than 60 days when purchased are valued based on
market quotations until the remaining days to maturity become less than
61 days. From such time until maturity, the investments are valued at
amortized cost.
Equity securities are valued at the last sales price reported on principal
securities exchanges (domestic or foreign). If no sale took place on such
day and in the case of certain equity securities traded over-the-counter,
then such securities are valued at the mean between the bid and asked
prices. Securities quoted in foreign currencies are translated into U.S.
dollars at the exchange rate at the end of the reporting period. Options
are valued at the last sales price; if no sale took place on such day, then
options are valued at the mean between the bid and asked prices. Securities
for which market quotations are not readily available and all other assets
are valued in good faith at fair value by a person designated by the Fund's
Board of Directors.
c) FOREIGN CURRENCY TRANSACTIONS -- The accounting records of the Fund are
maintained in U.S. dollars. All assets and liabilities initially expressed
in foreign currencies are converted into U.S. dollars at prevailing
exchange rates. Purchases and sales of investment securities, dividend and
interest income, and certain expenses are translated at the rates of
exchange prevailing on the respective dates of such transactions.
The fund does not isolate that portion of the results of operations
resulting from changes in the foreign exchange rates on investments from
the fluctuations arising from changes in the market prices of securities
held. Such fluctuations are included with the net realized and unrealized
gain or loss on investments.
Net realized foreign exchange gains or losses arise from sales of portfolio
securities, sales of foreign currencies, and the difference between asset
and liability amounts initially stated in foreign currencies and the U.S.
dollar
<PAGE>
value of the amounts actually received or paid. Net unrealized foreign
exchange gains or losses arise from changes in the value of portfolio
securities and other assets and liabilities at the end of the reporting
period, resulting from changes in the exchange rates.
d) REPURCHASE TRANSACTIONS -- A repurchase agreement is an agreement by
which the seller of a security agrees to repurchase the security sold at
a mutually agreed upon time and price. At the time the Fund enters into
a repurchase agreement, the value of the underlying collateral
security(ies), including accrued interest, will be equal to or exceed the
value of the repurchase agreement and, in the case of repurchase agreements
exceeding one day, the value of the underlying security(ies), including
accrued interest, is required during the term of the agreement to be equal
to or exceed the value of the repurchase agreement. Securities which
serve to collateralize the repurchase agreement are held by the Fund's
custodian in book entry or physical form in the custodial account of the
Fund. Repurchase agreements are valued at cost plus accrued interest
receivable.
e) JOINT TRADING ACCOUNT -- Pursuant to an exemptive order issued by the
Securities and Exchange Commission, the Fund may transfer uninvested cash
balances into a joint trading account managed by Hartford Investment
Management Company (HIMCO), or Wellington Management Company. These
balances may be invested in one or more repurchase agreements and/or short-
term money market instruments.
f) FUTURES, OPTIONS ON FUTURES AND OPTIONS ACCOUNTING PRINCIPLES -- The
Fund enters into futures contracts to retain their cash balance and yet
be exposed to the market thereby providing the liquidity necessary to
accommodate redemptions while at the same time providing shareholders the
investment return of a fully invested portfolio. A futures contract is
an agreement between two parties to buy and sell a security for a set price
on a future date. When the fund enters into such contracts, it is required
to deposit with the custodian an amount of "initial margin" of cash or U.S.
Treasury bills. Subsequent payments, called maintenance margin, to and from
the broker, are made on a daily basis as the price of the underlying debt
security fluctuates, making the long and short positions in the futures
contract more or less valuable (i.e., mark-to-market), which results in an
unrealized gain or loss to the Funds. The market value of a traded
futures contract is the last sale price or, in the absence of a last sale
price, the last offering price or, in the absence of either of these
prices, fair value is determined according to procedures established by
the Fund's Board of Directors.
At any time prior to expiration of the futures contract, the Fund may
close the position by taking an opposite position which would operate to
terminate the position in the futures contract. A final determination of
maintenance margin is then made, additional cash is required to be paid by
or released to the Fund and the Fund realizes a gain or loss.
The premium paid by the Fund for the purchase of a call or put option is
included in the Fund's Statement of Net Assets as an investment and
subsequently "marked to market" to reflect the current market value of the
option purchased as of the end of the reporting period. If an option
which the Fund has purchased expires on its stipulated expiration date,
the Fund realizes a loss in the amount of the cost of the option. If the
Fund enters into a closing transaction, it realizes a gain or loss,
depending on whether the proceeds from the sale are greater or less than
the cost of the option. If the Fund exercises a put option, it realizes
a gain or loss from the sale of the underlying security and the proceeds
from such sale will be decreased by the premium originally paid. If the
Fund exercises a call option, the cost of the security which the Fund
purchases upon exercise will be increased by the premium originally paid.
g) FEDERAL INCOME TAXES -- For Federal income tax purposes, the Fund
intends to continue to qualify as a regulated investment company under
Subchapter M of the Internal Revenue Code by distributing substantially
all of its taxable income to its shareholders or otherwise complying with
the requirements for regulated investment companies. Accordingly, no
provision for Federal income taxes has been made.
<PAGE>
h) FUND SHARE VALUATION AND DIVIDEND DISTRIBUTIONS TO SHAREHOLDERS --
Orders for the Fund's shares are executed in accordance with the
investment instructions of the contract owners. Dividend income is accrued
as of the ex-dividend date. Interest income and expenses are accrued on a
daily basis. The net asset value of the Fund's shares is determined as of
the close of each business day of the New York Stock Exchange (the
Exchange). Orders for the purchase of the Funds' shares received prior to
the close of the Exchange on any day on which the fund is open for
business are priced at the per-share net asset value determined as of the
close of the Exchange. Orders received after the close of the Exchange, or
on a day on which the Exchange and/or the Fund is not open for business,
are priced at the per-share net asset value next determined.
Dividends are declared by the Fund's Board of Directors based upon the
investment performance of the Fund. The policy with respect to the
Hartford MidCap Fund Inc. is to distribute dividends from net investment
income annually and distribute realized capital gains, if any, annually.
j) USE OF ESTIMATES -- The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities as of the date of the financial
statements and the reported amounts of income and expenses during the
period. Operating results in the future could vary from the amounts
derived from management's estimates.
3. EXPENSES:
a) INVESTMENT MANAGEMENT AND ADVISORY AGREEMENTS -- HL Investment Advisors,
Inc. (HL Advisers) a wholly-owned subsidiary of Hartford Life Insurance
Company (HL) provides investment management and supervision for Hartford
MidCap Fund Inc. pursuant to an Investment Management Agreement, which was
approved by the Fund's Board of Directors and shareholders.
The schedule below reflects the rates of compensation paid to HL Advisers
for services rendered:
AVERAGE DAILY NET ASSETS ANNUAL FEE
------------------------ ----------
On first $250 million .575%
On next $250 million .525%
On next $500 million .475%
Over $1 billion .425%
Under a sub-investment advisory agreement between Wellington Management
Company LLP (Wellington Management) and HL Advisors, Wellington Management
provides sub-investment advisory services to the Fund. Wellington
Management determines the purchase and sale of portfolio securities and
places such orders for execution, in the name of the Fund. In conjunction
with such activities, Wellington regularly furnishes reports to the Fund's
Board of Directors concerning economic forecasts, investment strategy,
portfolio activity and performance of the Funds.
b) ADMINISTRATIVE SERVICES AGREEMENT -- Under an Administrative Services
Agreement between HL and the Fund, HL provides administrative services to
the Fund and receives monthly compensation at the annual rate of .175% of
the Fund's average daily net assets. The Fund assumes and pays certain
other expenses (including, but not limited to, shareholder accounting,
state taxes and directors' fees). Directors' fees represent remuneration
paid or accrued to directors not affiliated with HL or any other related
company.
c) OPERATING EXPENSES -- Expenses of the Fund are charged to the Fund based
on the ratio of the net assets of the Fund to the combined net assets of
the Hartford Mutual Funds. Nonallocable expenses are charged to the Fund
based on specific identification.
<PAGE>
PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial statements: Incorporated by reference to Parts A and B
of this Post-Effective Amendment to the Registration Statement.
(b) Exhibits:
(1) Articles of Incorporation(a)
(2) By-Laws(a)
(3) Not Applicable
(4) Share Certificate(a)
(5) Form of Investment Management Agreement(a)
(5.1) Form of Investment Sub-Advisory Agreement(a)
(6) Form of Principal Underwriting Agreement(b)
(7) Not Applicable
(8) Form of Custodian Agreement with State Street Bank and
Trust Company(a)
(9) Form of Administrative Services Agreement(a)
(9.1) Form of Share Purchase Agreement(a)
(10) Opinion and Consent of Counsel(a)
(11) Consent of Independent Public Accountants(a)
(12) Not Applicable
(13) Subscription Agreement(a)
(14) Not Applicable
(15) Form of Rule 12b-1 Distribution Plan(b)
(16) Schedule of Performance Quotations(a)
(17) Not Applicable
(18) Form of Multi-Class Plan Pursuant to Rule 18f-3(b)
(19) Powers of Attorney(a)
(27) Financial Data Schedule
- ----------------------
(a) Previously filed as exhibit to Registrant's Initial Registration
Statement filed on April 16, 1997.
(b) Previously filed as exhibit to Registrant's Post-Effective
Amendment #1 filed on November 19, 1997.<PAGE>
<PAGE>
Item 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
Inapplicable
Item 26. NUMBER OF HOLDERS OF SECURITIES
As of November 10, 1997, the number of record holders of the
Registrant's securities were:
TITLE OF CLASS NUMBER OF RECORD HOLDERS
-------------- ------------------------
Class IA, Common Stock,
par value $0.10 per share 2
Class IB, Common Stock,
par value $0.10 per share 0
Item 27. INDEMNIFICATION
Article EIGHTH of the Articles of Incorporation provides:
EIGHTH: (a) The Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right
of the corporation) by reason of the fact that he is or was a Director,
Officer, employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a Director or Officer of another
corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Corporation, and, with respect to any criminal
action or proceeding, has no reasonable cause to believe his conduct was
unlawful. The termination of any action, suit or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere or its
equivalent, creates a rebuttable presumption that the person did not act
in good faith and in a manner which he reasonably believed to be in or
not opposed to the best interest of the Corporation, and, with respect
to any criminal action or proceeding, had reasonable cause to believe
that his conduct was unlawful.
(b) The Corporation shall indemnify any person who was or is party or is
threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the Corporation to procure, a
judgment in its favor by reason of the fact that he is or was a
Director, Officer, employee or agent of the Corporation, or is or was
<PAGE>
serving at the request of the Corporation as a Director, Officer,
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise against expenses (including attorney's fees)
actually and reasonably incurred by him in connection with the defense
or settlement of such action or suit if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best
interests of the Corporation. No indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable for negligence or misconduct in the
performance of his duty to the Corporation.
(c) To the extent that a Director, Officer, employee or agent of the
Corporation has been successful on the merits or otherwise in defense
of any action, suit or proceeding referred to in subsections (a) and
(b), or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorney's fees) actually and
reasonably incurred by him in connection therewith.
(d) Any indemnification under subsections (a) and (b) (unless ordered
by a court) shall be made by the Corporation only as authorized in the
specific case upon a determination that indemnification of the Director,
Officer, employee or agent is proper in the circumstances because he
has met the applicable standard of conduct set forth in subsections (a)
and (b). Such determination shall be made (1) by the Board of Directors
by a majority vote of a quorum consisting of Directors who were neither
interested persons nor parties to such action suit or proceeding, or
(2) if such quorum is not obtainable, or even if obtainable a quorum of
disinterested Directors so directs, by independent legal counsel in a
written opinion.
(e) Expenses incurred in defending civil or criminal action, suit or
proceeding may be paid by the Corporation in advance of the final
disposition of such action, suit or proceeding as authorized by the
Board of Directors in the specific case upon receipt of an undertaking
by or on behalf of the Director, Officer, employee or agent to repay
such amount unless it shall ultimately be determined that he is
entitled to be indemnified by the Corporation as authorized in this
Article and upon meeting one of the following conditions:
(i) the indemnitee shall provide a security for his undertaking,
(ii) the investment company shall be insured against losses
arising by reason of any lawful advances, or (iii) a majority of
a quorum of the disinterested, non-party Directors of the
investment company, or an independent legal counsel in a written
opinion, shall determine, based on a review of readily available
facts (as opposed to a full trial-type inquiry), that there is
reason to believe that the indemnitee ultimately will be found
entitled to indemnification.
(f) The corporation may purchase and maintain insurance on behalf of any
person who is or was a Director, Officer, employee or agent of the
Corporation, or is or was
<PAGE>
serving at the request of the Corporation as a Director, Officer,
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status
as such.
(g) Anything to the contrary in the foregoing clauses (a) through (f)
notwithstanding, no Director or Officer shall be indemnified by the
Corporation and no insurance policy obtained by the Corporation will
protect or attempt to protect any such person against any liability to
the Corporation or to its security holders to which he would otherwise
be subject by reason of willful misfeasance, bad faith, gross negligence
or reckless disregard of the duties involved in the conduct of his
office, or in a manner inconsistent with Securities and Exchange
Commission Release 11330 under the Investment Company Act of 1940.
Insofar as indemnification for liability arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or paid
by a director, officer or controlling person in connection with the
securities being registered), the registrant undertakes that it will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent submit to a court of appropriate jurisdiction the
questions whether such indemnification by it is against public policy
as expressed in the Act and will be governed by the final adjudication
of such issue.
Item 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER.
All of the information required by this item is set forth in Schedule D
of the Form ADV, as amended, of the Registrant's investment adviser,
HL Investment Advisors, Inc. (File No. 801-16814), Wellington
Management (File No. 801-15908) and HIMCO (File No. 801-53542), and is
incorporated herein by reference.
Item 29. PRINCIPAL UNDERWRITERS
Hartford Securities Distribution Company, Inc. ("HSD") is an indirect
wholly owned subsidiary of The Hartford Financial Services Group, Inc.
HSD is the principal underwriter for the following registered investment
companies: Hartford Life Insurance Company -- DC Variable Account I;
Hartford Life Insurance Company -- Separate Account Two (DC Variable
Account II); Hartford Life Insurance Company -- Separate Account Two
(Variable Account "A"); Hartford Life Insurance Company -- Separate
Account Two (QP Variable Account); Hartford Life Insurance Company --
<PAGE>
Separate Account Two (NQ Variable Account); Hartford Life Insurance
Company -- Putnam Capital Manager Trust Separate Account; Hartford Life
Insurance Company -- Separate Account Two; Hartford Life Insurance
Company -- Separate Account Three; ITT Hartford Life and Annuity
Insurance Company -- Separate Account Three; Hartford Life Insurance
Company -- Separate Account Five; ITT Hartford Life and Annuity
Insurance Company -- Separate Account One; ITT Hartford Life and
Annuity Insurance Company -- Putnam Capital Manager Trust Separate
Account Two.
The Directors and principal officers of HSD and their position with the
Registrant are as follows:
POSITION OR OFFICE
NAME* HSD WITH REGISTRANT
----- ----------- ------------------
Peter Cummins Vice-President Vice President
Lynda Godkin Secretary None
John P. Ginnetti Executive Vice Vice President
President
George Jay Controller & Controller & Treasurer
Fin. Principal
Stephen T. Joyce Asst. Secretary None
Glen J. Kvadus Asst. Secretary None
Thomas M. Marra Exec. Vice-Pres. Vice President
Paul Eugene Olson Supv. Registered None
Principal
Edward M. Ryan, Jr. Asst. Secretary None
Lowndes A. Smith President Chairman
Donald W. Waggaman, Jr. Treasurer None
* Principal business address is P.O. Box 2999, Hartford, CT 01604-2999
Item 30. LOCATION OF ACCOUNTS AND RECORDS
The Hartford Life Insurance Company
P.O. Box 2999
Hartford, CT 06104-2999
AND
State Street Bank and Trust Company
225 Franklin Street
Boston, MA 02110
<PAGE>
Item 31. MANAGEMENT SERVICES
Not Applicable
Item 32. UNDERTAKING
1) The Registrant undertakes to furnish to each person to whom a
prospectus has been delivered a copy of the Registrant's latest
annual report to shareholders, upon request and without charge.
2) The Registrant undertakes that it will file a post-effective
amendment, using financial statements which need not be
certified, within four to six months from the effective date
of the Registrant's 1933 Act Registration Statement.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
and the Investment Company Act of 1940, as amended, the Registrant certifies
that it meets all of the requirements for effectiveness of this Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has
caused this Registration Statement to be signed on its behalf by the
undersigned, thereto duly authorized, in the City of Hartford, and State of
Connecticut on the 11th day of December, 1997.
HARTFORD MIDCAP FUND, INC.
By: _______________________*________________
Joseph H. Gareau
Its: President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
SIGNATURE TITLE DATE
--------- ----- ----
____________*______________ President December 11, 1997
Joseph H. Gareau (Chief Executive Officer
& Director)
____________*______________ Controller & Treasurer December 11, 1997
George R. Jay (Chief Accounting Officer &
Chief Financial Officer)
____________*______________ Director December 11, 1997
Joseph A. Biernat
____________*______________ Director December 11, 1997
Winifred E. Coleman
____________*______________ Director December 11, 1997
William A. O'Neill
<PAGE>
____________*______________ Director December 11, 1997
Millard H. Pryor, Jr.
____________*______________ Director December 11, 1997
Lowndes A. Smith
____________*______________ Director December 11, 1997
John K. Springer
/S/ KEVIN J. CARR December 11, 1997
- ---------------------------
* By Kevin J. Carr
Attorney-in-fact
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. PAGE NO.
----------- --------
27 Financial Data Schedules
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<S> <C>
<PERIOD-TYPE> 10-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> OCT-31-1997
<INVESTMENTS-AT-COST> 17,875,407
<INVESTMENTS-AT-VALUE> 17,567,621
<RECEIVABLES> 413,224
<ASSETS-OTHER> 243
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 17,981,088
<PAYABLE-FOR-SECURITIES> 1,437,557
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 2,852
<TOTAL-LIABILITIES> 1,440,409
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 1,572,716
<SHARES-COMMON-STOCK> 15,727,155
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 13,538
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (6,728)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (306,376)
<NET-ASSETS> 16,540,679
<DIVIDEND-INCOME> 9,510
<INTEREST-INCOME> 10,429
<OTHER-INCOME> 0
<EXPENSES-NET> 6,400
<NET-INVESTMENT-INCOME> 13,538
<REALIZED-GAINS-CURRENT> (6,728)
<APPREC-INCREASE-CURRENT> (306,376)
<NET-CHANGE-FROM-OPS> (299,566)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 15,738,251
<NUMBER-OF-SHARES-REDEEMED> 11,096
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 16,540,679
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 19,598
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 23,044
<AVERAGE-NET-ASSETS> 6,475,376
<PER-SHARE-NAV-BEGIN> 1.000
<PER-SHARE-NII> 0.001
<PER-SHARE-GAIN-APPREC> 0.050
<PER-SHARE-DIVIDEND> 0.000
<PER-SHARE-DISTRIBUTIONS> 0.000
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.050
<EXPENSE-RATIO> 0.330
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
