<PAGE>
As filed with the Securities and Exchange Commission on May 14, 1999
File No. 2-81648
File No. 811-03662
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. 23 / X /
---- ----
and/or
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 / X /
----
Amendment No. 23 / X /
---- ----
HARTFORD MONEY MARKET HLS 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: (860) 297-6443
Kevin J. Carr, Esquire
The Hartford Financial Services Group, Inc.
Investment Law Unit
55 Farmington Avenue
Hartford, Connecticut 06105
(Name and Address of Agent for Service)
Approximate Date of Proposed Public Offering:
Upon this amendment to the Registration Statement being declared
effective.
<PAGE>
It is proposed that this filing will become effective (check appropriate box)
_____ immediately upon filing pursuant to paragraph (b) of Rule 485
__X__ on May 14, 1999 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.
The Rule 24f-2 Notice for the Registrant's most recent fiscal year was filed
March 18, 1999.
<PAGE>
This registration statement is filed for the purpose of creating a standalone
prospectus for Hartford Money Market HLS Fund, Inc. which is to be used in
connection with a particular variable annuity product which Hartford Life
Insurance Company and certain of its affiliates are offering to potential
contractholders. This fund is the same money market fund which is described
in the prospectuses of Hartford Money Market HLS Fund, Inc. and combined
statement of additional information of Hartford HLS Mutual Funds which were
filed with the Securities and Exchange Commission on April 23, 1999 as
post-effective amendment number 22 and which became effective May 1, 1999.
Such prospectuses and statement of additional information remain in full
force and effect in addition to such standalone prospectus.
<PAGE>
Hartford Money Market HLS Fund, Inc.
CLASS IA SHARES
PROSPECTUS
MAY 14, 1999
As with all mutual funds, the Securities
and Exchange Commission has not approved
or disapproved these securities or passed
upon the adequacy or accuracy of this
prospectus. Any representation to the
contrary is a criminal offense.
HARTFORD MONEY MARKET HLS FUND, INC.
C/O INDIVIDUAL ANNUITY SERVICES
P.O. BOX 5085
HARTFORD, CT 06102-5085
<PAGE>
2 INTRODUCTION
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Hartford Money Market HLS Fund, Inc. (the "fund") serves as an underlying
investment vehicle for certain variable annuity and variable life insurance
separate accounts of Hartford Life Insurance Company and its affiliates
("Hartford Life"). The fund is a part of Hartford HLS Mutual Funds (the
"Hartford HLS Funds"), which is a family of fifteen mutual funds.
Contractholders may choose the fund as one of the investment options offered in
the accompanying variable insurance product prospectus.
The fund offers two classes of shares: Class IA shares and Class IB shares.
Only Class IA shares of the fund are being offered in this prospectus. The Class
IB shares are offered pursuant to another prospectus. Information on the fund
can be found on the pages following this introduction.
Please note that mutual funds are not bank deposits and are not insured or
guaranteed by the FDIC or any other government agency. Because you could lose
money by investing in the fund, be sure to read all risk disclosures carefully
before investing.
CONTENTS
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<TABLE>
<CAPTION>
PAGE
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<S> <C> <C>
A SUMMARY OF THE FUND'S GOALS, Hartford Money Market HLS Fund, Inc............... 3
STRATEGIES, RISKS AND
PERFORMANCE.
INVESTMENT MANAGEMENT Management of the fund............................ 5
AND MANAGEMENT FEE
INFORMATION.
INFORMATION ON HOW TO PURCHASE Purchase and sale of fund shares.................. 6
AND SELL THE FUND'S SHARES.
FURTHER INFORMATION ON THE Transaction details............................... 7
FUND.
Federal income taxes.............................. 7
Performance related information................... 8
Financial highlights.............................. 9
General information............................... 10
For more information.............................. 11
</TABLE>
<PAGE>
HARTFORD MONEY MARKET HLS FUND, INC. 3
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<TABLE>
<S> <C> <C>
INVESTMENT GOAL AND STYLE. The Hartford Money Market HLS Fund, Inc. seeks maximum
current income consistent with liquidity and preservation of capital.
The fund seeks to maintain a stable share price of $1.00. The fund focuses on
specific high-quality short-term money market instruments such as securities
issued by corporations and financial institutions. The fund purchases securities
which it believes offer attractive returns relative to the risks undertaken. In
addition, the portfolio manager adjusts the average maturity of the portfolio in
anticipation of interest rate changes.
The fund's investment goal may be changed only with approval of the shareholders
of the fund.
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MAIN RISKS. An investment in the fund is not insured or guaranteed by the Federal
Deposit Insurance Corporation ("FDIC") or any other government agency. Although
the fund seeks to preserve the value of your investment at $1.00 per share, it is
possible to lose money by investing in the fund. In addition, other main risks of
the fund include the following:
INCOME RISK. The risk that falling interest rates will cause the fund's income
(and thus the fund's return) to decline.
MANAGER RISK. The risk that poor security selection could cause the fund's
performance to lag similar funds.
CREDIT RISK. The risk that the issuer of a security, or the counterparty to a
contract, will have its credit rating downgraded, default or otherwise become
unable to honor a financial obligation.
INTEREST RATE RISK. The risk of market losses attributable to increases in
interest rates. With fixed-rate securities (such as bonds), a rise in interest
rates typically causes a fall in values, while a fall in interest rates typically
causes a rise in values.
YEAR 2000 RISK. Although the adviser and the fund's service providers are taking
steps to address any year 2000 issues, there is some risk that the fund's
operations could be disrupted by year 2000 computer problems.
----------------------------------------------------------------------------
</TABLE>
<PAGE>
4 HARTFORD MONEY MARKET HLS FUND, INC.
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<TABLE>
<S> <C> <C>
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PAST PERFORMANCE. The bar chart and table below indicate the risks of investing
in the fund. The bar chart shows how the fund's total return has varied from year
to year, while the table shows the fund's performance over time (along with a
broad-based market index for reference). These figures do not include the effect
of sales charges or other fees which may be applied at the variable life insurance
or variable annuity contract level. All figures assume that all distributions were
reinvested. Keep in mind that past performance does not indicate future results.
CLASS IA YEAR-BY-YEAR TOTAL RETURNS BY CALENDAR YEAR
-------------------------------------------------------------
</TABLE>
SUB-ADVISER
HIMCO
PORTFOLIO MANAGER
WILLIAM H. DAVISON, JR.
- - Senior Vice President of HIMCO
- - Manager of the fund since 1992
- - Joined HIMCO in 1990
- - Investment professional since 1981
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
1989 9.10%
<S> <C>
1990 8.09%
1991 6.01%
1992 3.63%
1993 2.94%
1994 3.95%
1995 5.74%
1996 5.09%
1997 5.31%
1998 5.25%
</TABLE>
<TABLE>
<S> <C> <C>
BEST QUARTER: up 2.36%, second quarter 1989
WORST QUARTER: up 0.72%, first quarter 1994
AVERAGE ANNUAL TOTAL RETURNS FOR PERIODS ENDING 12/31/98
-------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
SINCE
INCEPTION
1 YEAR 5 YEARS 10 YEARS (JUNE 30, 1980)
------ ------- -------- ---------------
<S> <C> <C> <C> <C> <C>
Class IA...................... 5.25% 5.11% 5.53% 7.52%
Index......................... 4.94% 5.02% 5.43% N/A
</TABLE>
<TABLE>
<S> <C> <C>
INDEX: 60-Day Treasury Bill Index, an unmanaged index of short-term
treasury bills that are similar, but not identical, to those in the
fund's portfolio.
Current 7-day yield as of December 31, 1998: 4.79%
Effective 7-day yield as of December 31, 1998: 4.90%
Please call 1-800-862-6668 for the most recent current and effective
yield information.
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</TABLE>
<PAGE>
MANAGEMENT OF THE FUND 5
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THE INVESTMENT ADVISER
HL Investment Advisors, LLC ("HL Advisors") is the investment adviser to the
fund. As investment adviser, HL Advisors is responsible for supervising the
activities of the investment sub-adviser described below. In addition, Hartford
Life serves as the administrator of the fund. HL Advisors and Hartford Life are
majority-owned indirect subsidiaries of The Hartford Financial Services Group,
Inc. ("The Hartford"), a Connecticut financial services company with over $130
billion in assets. As of December 31, 1998 HL Advisors had over $33.9 billion in
assets under management.
THE INVESTMENT SUB-ADVISER
The Hartford Investment Management Company ("HIMCO-Registered Trademark-")
is the investment sub-adviser to the fund. HIMCO is a professional money
management firm that provides services to investment companies, employee benefit
plans, insurance companies and other institutional accounts. HIMCO is a
wholly-owned subsidiary of The Hartford. As of December 31, 1998 HIMCO and its
wholly-owned subsidiary had investment management authority with respect to
approximately $61.2 billion of assets for various clients.
MANAGEMENT FEES
For the year ended December 31, 1998, the investment management fee paid by
the fund was 0.43% of total assets.
<PAGE>
6 PURCHASE AND SALE OF FUND SHARES
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PURCHASE OF FUND SHARES
Fund shares are made available to serve as the underlying investment
vehicles for variable annuity and variable life insurance separate accounts of
Hartford Life. Shares of the fund are sold by Hartford Securities Distribution
Company, Inc. (the "Distributor") on a no-load basis at their net asset value as
defined under Transaction Details.
The fund offers Hartford Life contractholders or policyholders two different
classes of shares -- Class IA and Class IB. Class IA shares are offered by this
prospectus. Class IB shares are offered by a separate prospectus. The different
classes of shares represent investments in the same portfolio of securities but
are subject to different expenses and will likely have different share prices
and performance.
It is conceivable that in the future it may be disadvantageous for variable
annuity separate accounts and variable life insurance separate accounts to
invest in the fund simultaneously. Although Hartford Life and the fund do not
currently foresee any such disadvantages either to variable annuity contract
owners or variable life insurance policy owners, the fund's Board of Directors
intends to monitor events in order to identify any material conflicts between
such contract owners and policy owners and to determine what action, if any,
should be taken in response thereto. If the Board of Directors of the fund were
to conclude that separate funds should be established for variable life and
variable annuity separate accounts, the variable life and variable annuity
contract holders would not bear any expenses attendant to the establishment of
such separate funds.
SALE AND REDEMPTION OF SHARES
The Class IA shares of the fund are sold and redeemed by the fund at their
net asset value next determined after receipt of a purchase or redemption order
in good order in writing at its home office, P.O. Box 5085, Hartford, CT
06102-5085. The value of shares redeemed may be more or less than original cost,
depending upon the market value of the portfolio securities at the time of
redemption. Payment for shares redeemed will be made within seven days after the
redemption request is received in proper form by the fund. However, the right to
redeem fund shares may be suspended or payment therefor postponed for any period
during which: (1) trading on the NYSE is closed for other than weekends and
holidays; (2) an emergency exists, as determined by the SEC, as a result of
which (a) disposal by the fund of securities owned by it is not reasonably
practicable, or (b) it is not reasonably practicable for the fund to determine
fairly the value of its net assets; or (3) the SEC by order so permits for the
protection of stockholders of the fund.
<PAGE>
TRANSACTION DETAILS 7
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DETERMINATION OF NET ASSET VALUE
The net asset value per share is determined for each fund as of the close of
the New York Stock Exchange ("NYSE") (normally 4:00 p.m. Eastern Time) on each
business day that the NYSE is open. The net asset value is determined by
dividing the value of the fund's net assets attributable to a class of shares by
the number of shares outstanding for that class. The assets of the fund are
valued at their amortized cost pursuant to procedures established by the Board
of Directors. Foreign securities are valued on the basis of quotations from the
primary market in which they are traded, and are translated from the local
currency into U.S. dollars using current exchange rates. Short-term investments
that will mature in 60 days or less are also valued at amortized cost, which
approximates market value.
DIVIDENDS
The shareholders of the fund are entitled to receive such dividends as may
be declared by the fund's Board of Directors, from time to time based upon the
investment performance of the assets making up the fund's portfolio. The fund
declares dividends on a daily basis and pays them monthly.
Such dividends will be automatically invested in additional full or
fractional shares monthly on the last business day of each month at the per
share net asset value on that date. Provision is also made to pay such dividends
in cash if requested. Such dividends will be in cash or in full or fractional
shares of the fund at net asset value.
POSSIBLE TRADING RESTRICTIONS
The fund is not designed to provide investors with a means of speculating on
short-term market movements. Investors who engage in excessive account activity
generate additional costs which are borne by all of the fund's shareholders. In
order to minimize such costs, the fund reserves the right to reject any purchase
request that is reasonably deemed to be disruptive to efficient portfolio
management, either because of the timing of the investment or previous excessive
trading by the contractholder/policyholder.
FEDERAL INCOME TAXES
The fund is not managed to achieve a particular tax result for shareholders.
Shareholders should consult their own tax adviser for individual tax advice.
The fund has elected and intends to continue qualifying under Subchapter M
of the Internal Revenue Code of 1986, as amended. The fund intends to distribute
all of its net income and gains to shareholders. Because the shares are
purchased only through products that defer taxes, these distributions generally
will not be considered taxable income to you at the time of distribution. The
fund will inform contractholders or policyholders of the amount and nature of
such income and gains.
The fund may be subject to a 4% nondeductible excise tax as well as an
income tax measured with respect to certain undistributed amounts of income and
capital gain. The fund expects to make such additional distributions of net
investment income as are necessary to avoid the application of these taxes. For
a discussion of the tax implications of a purchase or sale of the fund's shares
by the insurer, reference should be made to the section entitled "Federal Tax
Considerations" in the appropriate insurance product prospectus.
If eligible, the fund may make an election to pass through to its
shareholder, Hartford Life, a credit for any foreign taxes paid during the year.
If such an election is made, the pass-through of the foreign tax credit will
result in additional taxable income and income tax to Hartford Life. The amount
of additional tax may be more than offset by the foreign tax credits which are
passed through. These foreign tax credits may provide a benefit to Hartford
Life.
BROKERAGE COMMISSIONS
Although the rules of the National Association of Securities Dealers, Inc.
prohibit its members from seeking orders for the execution of investment company
portfolio transactions on the basis of their sales of investment company shares,
under such rules, sales of investment company shares may be considered in
selecting brokers to effect portfolio transactions. Accordingly, some portfolio
transactions are, subject to such rules and to obtaining best prices and
executions, effected through dealers who sell shares of the fund.
<PAGE>
8 PERFORMANCE RELATED INFORMATION
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The fund may advertise performance related information. Performance
information is based on the fund's past performance only and is no indication of
future performance.
The fund may include its total return in advertisements or other sales
material. Generally, when a fund advertises its total return, it will usually be
calculated for one year, five years, and ten years or some other relevant period
if the fund has not been in existence for at least ten years. Total return is
measured by comparing the value of an investment in the fund at the beginning of
the relevant period to the value of the investment at the end of the period
(assuming immediate reinvestment of any dividends or capital gains
distributions).
The fund may also advertise yield and effective yield. The yield is based
upon the income earned by the fund over a seven-day period and then annualized,
i.e. the income earned in the period is assumed to be earned every seven days
over a 52-week period and stated as a percentage of the investment. Effective
yield is calculated similarly but when annualized, the income earned by the
investment is assumed to be reinvested in fund shares and thus compounded in the
course of a 52-week period.
The fund is offered exclusively through variable insurance products.
Performance information presented for the fund should not be compared directly
with performance information of other insurance products without taking into
account insurance-related charges and expenses payable with respect to these
insurance products. Insurance related charges and expenses are not reflected in
the fund's performance information and will reduce an investor's return under
the insurance product.
<PAGE>
FINANCIAL HIGHLIGHTS 9
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HARTFORD MONEY MARKET HLS FUND, INC.
These tables are intended to help you understand the fund's financial
performance for the past five years. The total returns in the table represent
the rate that an investor would have earned on an investment in each fund
(assuming reinvestment of all dividends and distributions). This information has
been audited by Arthur Andersen, LLP, whose report, along with each fund's
financial statements, are included in the annual report which is available upon
request.
<TABLE>
<CAPTION>
CLASS IA -- PERIOD ENDED: 12/31/98 12/31/97 12/31/96 12/31/95 12/31/94
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
PER SHARE OPERATING PERFORMANCE
Net asset value, beginning of
period............................ $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
Net investment income (loss)....... 0.051 0.049 0.050 0.056 0.039
Net realized and unrealized gain
(loss) on investments............. 0.000 0.000 0.000 0.000 0.000
--------- --------- --------- --------- ---------
Total from investment operations... 0.051 0.049 0.050 0.056 0.039
Less distributions:
Dividends from net investment
income.......................... (0.051) (0.049) (0.050) (0.056) (0.039)
Distributions from net realized
gain on investments............. 0.000 0.000 0.000 0.000 0.000
Return of capital................ 0.000 0.000 0.000 0.000 0.000
--------- --------- --------- --------- ---------
Total from distributions......... (0.051) (0.049) (0.050) (0.056) (0.039)
--------- --------- --------- --------- ---------
Net increase (decrease) in net
asset value....................... 0.000 0.000 0.000 0.000 0.000
Net asset value, end of period..... $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
--------- --------- --------- --------- ---------
--------- --------- --------- --------- ---------
TOTAL RETURN....................... 5.25% 5.31% 5.09% 5.74% 3.95%
RATIOS AND SUPPLEMENTAL DATA:
Net assets, end of period (in
thousands)........................ 872,486 612,480 542,586 339,709 321,465
Ratio of expenses to average net
assets............................ 0.45% 0.44% 0.44% 0.45% 0.47%
Ratio of net investment income
(loss) to average net assets...... 5.12% 5.21% 5.04% 5.57% 3.99%
Portfolio turnover rate............ -- -- -- -- --
Current Yield(a)................... 4.79% 5.36% 5.10% 5.40% 5.43%
Effective Yield(a)................. 4.90% 5.50% 5.23% 5.54% 5.58%
</TABLE>
(a)The yield information will fluctuate and publication of yield may not
provide a basis for comparison with bank deposits, other investments which are
insured and/or pay a fixed yield for a stated period of time, or other
investment companies. In addition, information may be of limited use for
comparative purposes because it does not reflect charges imposed at the Separate
Account level which, if included, would decrease the yield. This figure has not
been audited.
<PAGE>
10 GENERAL INFORMATION
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DISTRIBUTOR
Hartford Securities Distribution Company, Inc., 200 Hopmeadow Street,
Simsbury, CT 06089, serves as distributor to the fund.
CUSTODIAN
State Street Bank and Trust Company, Boston, Massachusetts, serves as
custodian of the fund's assets.
TRANSFER AND DIVIDEND DISBURSING AGENTS
Hartford Life Insurance Company, 200 Hopmeadow Street, Simsbury, CT 06089,
serves as Transfer and Dividend Disbursing Agent for the fund.
<PAGE>
FOR MORE INFORMATION 11
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Two documents are available that offer further information on the Hartford HLS
Funds:
ANNUAL/SEMIANNUAL REPORT
TO SHAREHOLDERS
The annual and semiannual reports to shareholders include financial statements
and portfolio holdings. In the fund's annual report you will find a discussion
of the market conditions and investment strategies that significantly affected
performance during the last fiscal year and the auditor's report.
STATEMENT OF ADDITIONAL INFORMATION (SAI)
The SAI contains more detailed information on all aspects of the Hartford HLS
Funds, including the fund.
A current SAI and annual report have been filed with the Securities and Exchange
Commission and are incorporated by reference into (are legally a part of) this
prospectus.
To request a free copy of the current annual/semiannual report or the SAI,
please contact the fund at:
BY MAIL:
Hartford Money Market HLS Fund, Inc.
c/o Individual Annuity Services
P.O. Box 5085
Hartford, CT 06102-5085
BY PHONE:
1-800-862-6668
ON THE INTERNET:
http://invest.hartfordlife.com
Or you may view or obtain these documents from the SEC:
IN PERSON:
at the SEC's Public Reference Room in
Washington, DC
Information on the operation of the SEC's public reference room may be obtained
by calling 1-800-SEC-0330.
BY MAIL:
Public Reference Section
Securities and Exchange Commission
Washington, DC 20549-6009
(duplicating fee required)
ON THE INTERNET:
http://www.sec.gov
SEC FILE NUMBER:
Money Market 811-03662
<PAGE>
PART C
------
OTHER INFORMATION
-----------------
Item 23. Exhibits
a.(i) Articles of Incorporation(1)
a.(ii) Articles Supplementary(9)
b. By-Laws(1)
c. Not Applicable
d.(i) Form of Investment Management Agreement(3)
d.(ii) Form of Investment Services Agreement(6)
e. Form of Principal Underwriting Agreement(7)
f. Not Applicable
g.(i) Form of Custodian Agreement(2)
g.(ii) Form of Custodian Agreement with Chase Manhattan Bank(5)
g.(iii) Form of Custodian Agreement with State Street Bank and Trust
Company(6)
h.(i) Form of Administrative Services Agreement(4)
h.(ii) Form of Share Purchase Agreement(4)
i. Opinion and Consent of Counsel
j. Consent of Independent Public Accountants
k. 1998 Annual Report to Shareholders' Financial Statements(8)
l. Not Applicable
m. Form of Rule 12b-1 Distribution Plan(7)
n. Financial Data Schedules(10)
o. Form of Multi-Class Plan Pursuant to Rule 18f-3(7)
p. Powers of Attorney(9)
- --------
(1) Previously filed as exhibit to Registrant's Registration Statement filed
on February 3, 1983.
(2) Previously filed as exhibit to Registrant's Pre-Effective Amendment #1
filed on April 6, 1983.
(3) Previously filed as exhibit to Registrant's Proxy Statement dated
September 19, 1984.
(4) Previously filed as exhibit to Registrant's Registration Statement filed
on April 28, 1993.
(5) Previously filed as exhibit to Registrant's Registration Statement filed
on April 23, 1996.
(6) Previously filed as exhibit to Registrant's Post-Effective Amendment #18
filed on April 10, 1997.
(7) Previously filed as exhibit to Registrant's Post-Effective Amendment #19
filed on November 19, 1997.
(8) Incorporated by reference to Registrant's filing pursuant to Rule 30d-1
of the Investment Company Act of 1940.
(9) Previously filed as exhibit to Registrant's Post-Effective Amendment #20
filed on April 17, 1998
(10) Previously filed with Registrant's amended Form NSAR-B filed on April 12,
1999.
<PAGE>
Item 24. Persons controlled by or under Common Control with Registrant
-------------------------------------------------------------
Inapplicable
Item 25. 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 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
<PAGE>
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 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.
<PAGE>
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 26. Business and Other Connections of Investment Adviser.
----------------------------------------------------
HL Investment Advisors, Inc. serves as investment adviser to each of
the investment companies included in this Registration Statement.
<TABLE>
<CAPTION>
Position with HL
Name Investment Advisors, Inc. Other Business
- ---- ------------------------- --------------
<S> <C> <C>
Joseph H. Gareau President Executive Vice President and Director of
Hartford Investment Financial Services
Company(1) ("HIFSCO"); President and
Director of The Hartford Investment
Management Company(2) ("HIMCO")
Andrew W. Kohnke Managing Director Vice President and Director of HIFSCO;
and Director Managing Director and Director of HIMCO
Bruce J. MacLean Managing Director Managing Director and Director of HIMCO
and Director
Donald E. Waggaman, Jr. Managing Director Managing Director and Director of HIMCO
and Director
Charles M. O'Halloran Director Senior Vice President and Corporate
Secretary of The Hartford Financial
Services Group, Inc.(3) ("The Hartford");
Director of HIFSCO and HIMCO
Edmund V. Mahoney Chief Compliance Vice President of HIMCO
Officer
</TABLE>
(1) The principal business address for HIFSCO is 200 Hopmeadow Street,
Simsbury, CT 06070.
(2) The principal business address for HIMCO is 55 Farmington Avenue,
Hartford, CT 06105.
(3) The principal business address for The Hartford is Hartford Plaza,
Hartford, CT 06115.
<PAGE>
Item 27. 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:
<TABLE>
<S> <C>
Hartford Life Insurance
Company DC Variable Account I
Separate Account Two
Putnam Capital Manager Trust Separate Account
Separate Account One
Separate Account Two
Separate Account Three
Separate Account Five
Separate Account Seven
Separate Account VL1
Separate Account VL2
ICMG Secular Trust Separate Account
ICMG Registered Variable Life Separate Account
Hartford Life and Annuity
Insurance Company Separate Account One
Separate Account Three
Separate Account Five
Separate Account Six
Separate Account Seven
Putnam Capital Manager Trust Separate Account Two
Separate Account VL1
Separate Account VL2
ICMG Registered Variable Life Separate Account One
American Maturity Life
Insurance Company Separate Account American Maturity Life Variable Annuity
</TABLE>
The Directors and principal officers of HSD and their position with the
Registrant are as follows:
<TABLE>
<CAPTION>
Name and Principal Position and Offices
Business Address* Positions and Offices with Underwriter with Registrant
------------------ -------------------------------------- ---------------
<S> <C> <C>
Peter Cummins Senior Vice-President Vice President
Lynda Godkin Senior Vice President, General Counsel and None
Corporate Secretary
George Jay Controller & Fin. Principal Controller & Treasurer
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 Principal None
Edward M. Ryan, Jr. Asst. Secretary None
Lowndes A. Smith President and CEO Chairman
Donald W. Waggaman, Jr. Treasurer None
</TABLE>
* Principal business address is P.O. Box 2999, Hartford, CT 06104-2999
<PAGE>
Item 28. Location of Accounts and Records
--------------------------------
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
Item 29. Management Services
-------------------
Not Applicable
Item 30. Undertakings
------------
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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940 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, thereunto duly
authorized, in the City of Hartford, State of Connecticut, on the 13th day of
May, 1999.
HARTFORD MONEY MARKET HLS 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 May 13, 1999
- -------------------------- (Chief Executive Officer
Joseph H. Gareau & Director)
* Controller & Treasurer May 13, 1999
- -------------------------- (Chief Accounting Officer &
George R. Jay Chief Financial Officer)
* Director May 13, 1999
- --------------------------
Joseph A. Biernat
* Director May 13, 1999
- --------------------------
Winifred E. Coleman
* Director May 13, 1999
- --------------------------
William A. O'Neill
<PAGE>
* Director May 13, 1999
- --------------------------
Millard H. Pryor, Jr.
* Director May 13, 1999
- --------------------------
Lowndes A. Smith
* Director May 13, 1999
- --------------------------
John K. Springer
/s/ Kevin J. Carr May 13, 1999
- ------------------------------------------
* By Kevin J. Carr
Attorney-in-fact
<PAGE>
EXHIBIT INDEX
Exhibit No.
- -----------
i. Opinion and Consent of Counsel
j. Consent of Independent Public Accountants
<PAGE>
Hartford HLS Mutual Funds
c/o The Hartford Financial Services Group, Inc.
Investment Law Unit
55 Farmington Avenue
Hartford, CT 06105
May 13, 1999
Hartford Money Market HLS Fund, Inc.
c/o The Hartford Financial Services Group, Inc.
Investment Law Unit
55 Farmington Avenue
Hartford, CT 06105
Gentlemen:
I have examined the Articles of Incorporation of Hartford Money Market HLS
Fund, Inc. (hereafter referred to as "Fund"); the By-Laws of the Fund;
documents evidencing various pertinent corporate proceedings; and such other
things considered to be material to determine the legality of the sale of the
authorized but unissued shares of the Fund's stock. Based upon my
examination, it is my opinion that the Fund is a validly organized and
existing corporation of the State of Maryland and it is legally authorized to
issue its shares of common stock, at prices determined as described in the
Fund's currently effective Prospectus, when such shares are properly
registered under all applicable federal and state securities laws.
Based upon the foregoing, it is my opinion that the Fund's shares were, when
issued for cash consideration as described in the Fund's currently effective
prospectus, validly issued, fully paid and nonassessable stock of the Fund.
I hereby consent to the inclusion of this Opinion as an Exhibit to the Fund's
Post-Effective Amendment to its Registration Statement.
Very truly yours,
/s/ Kevin J. Carr
Kevin J. Carr
Counsel
<PAGE>
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report
(and to all references to our Firm) included in or made a part of this
Registration Statement File No. 2-81648 for Hartford Money Market HLS Fund,
Inc. on Form N-1A.
/s/ Arthur Andersen LLP
Hartford, Connecticut
May 13, 1999
