HARTFORD SMALL CO FUND INC, N-1A EL, 1996-03-08

HARTFORD SMALL CO FUND INC
N-1A EL, 1996-03-08

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As filed with the Securities and Exchange Commission on March 7, 1996

File No. _________
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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]

Pre-Effective Amendment No_. [ ]

Post-Effective Amendment No._ [ ]

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940[X]

Amendment No. [ ]

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HARTFORD SMALL COMPANY 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) 547-5000

Michael C. O'Halloran, Esquire

P.O. Box 2999, Hartford, Connecticut 06104-2999

(Name and Address of Agent for Service)

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Approximate Date of Proposed Public Offering:

As soon a practicable after this registration statement is declared
effective.

It is proposed that this filing will become effective (check appropriate box)

<PAGE>

_immediately upon filing pursuant to paragraph (b) of Rule 485

_on (date) pursuant to paragraph (b)(1)(v) of Rule 485

_60 days after filing pursuant to paragraph (a)(1) of Rule 485

_on (date) pursuant to paragraph (a) (1) of Rule 485

_75 days after filing pursuant to paragraph (a)(2) of Rule 485

_on (date) pursuant to paragraph (a)(2) of Rule 485

If appropriate, check the following box:

___ this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.

Calculation of Registration Fee Under the Securities Act of 1933

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Proposed Proposed
Maximum Maximum Amount of
Title of Securities Amount Being Offering Aggregate Registration
Being Registered Registered Price Per Unit Offering Price Fee
<S> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------

Common Stock, * $500**
par value
$.10 per share
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</TABLE>

* Pursuant to Rule 24f-2 under the Investment Company Act of 1940, the
Registrant hereby elects to register an indefinite number of shares of its
Common Stock.

** Fee pursuant to Rule 24f-2(a)(3)

The Registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

<PAGE>

HARTFORD MUTUAL FUNDS
CROSS REFERENCE SHEET
PURSUANT TO RULE 481(a)

N-1A Item No. Prospectus Location
- ------------ -------------------
PART A
<S> <C> <C>
1. Cover Page Cover Page
2. Synopsis Not applicable
3. Condensed Financial Information Fund Expenses; Financial Highlights
4. General Description of Registrant The Funds; Investment Objectives and Policies of the Funds;
Common Investment Policies and Risk Factors
5. Management of the Fund Management of the Funds; Administrative Services for the
Funds; Expenses of the Funds
5A. Management's Discussion of Fund Performance Annual Report to Shareholders
6. Capital Stock and Other Securities Ownership and Capitalization of the Funds; Dividends;
Federal Income Taxes; General Information
7. Purchase of Securities Being Offered Net Asset Value; Purchase of Fund Shares
8. Redemption or Repurchase Sale and Redemption of Shares
9. Pending Legal Proceedings General Information-Pending Legal Proceedings

PART B Statement of Additional Information Location
--------------------------------------------

10. Cover Page Cover Page
11. Table of Contents Table of Contents
12. General Information and History Not applicable
13. Investment Objectives and Policies Investment Objectives of the Funds; Investment Restrictions
of the Funds
14. Management of the Fund Management of the Fund
15. Control Persons and Principal Holders of Securities Control Persons and Principal Holders of Securities
16. Investment Advisory and Other Services Management of the Fund
17. Brokerage Allocation and Other Practices Portfolio Brokerage
18. Capital Stock and Other Securities Ownership and Capitalization of the Funds (Prospectus)
19. Purchase, Redemption and Pricing of Securities Being Offered Purchase of Fund Shares (Prospectus)
20. Tax Status Federal Income Taxes (Prospectus)
21. Underwriters Sale and Redemption of Fund Shares (Prospectus)
22. Calculation of Performance Data Performance Comparisons
23. Financial Statements Financial Statements

</TABLE>

PART C

Information required to be set forth in PART C is set forth under the
appropriate item, so numbered, in Part C of the Registration Statement.

<PAGE>

HARTFORD MUTUAL FUNDS
P.O. BOX 2999
HARTFORD, CT 06104-2999
PROSPECTUS -- _____, 1996

This Prospectus contains information relating to twelve mutual funds
offered hereby (individually, a "Fund," collectively, the "Funds" or "Hartford
Mutual Funds"), each registered as a diversified open-end management investment
company with the Securities and Exchange Commission, that are made available to
serve as the underlying investment vehicles for certain variable annuity and
variable life insurance separate accounts of Hartford Life Insurance Company and
ITT Hartford Life and Annuity Insurance Company (collectively, the "ITT Hartford
Life Insurance Companies"). Each Fund is registered as a diversified open-end
management investment company with the Securities and Exchange Commission. The
Funds, which have different investment objectives and policies, are: Hartford
Capital Appreciation Fund, Inc., Hartford Dividend and Growth Fund, Inc.,
Hartford Index Fund, Inc., Hartford International Opportunities Fund, Inc.,
Hartford Small Company Fund, Inc., Hartford Stock Fund, Inc., Hartford Advisers
Fund, Inc., Hartford International Advisers Fund, Inc., Hartford Bond Fund,
Inc., Hartford Mortgage Securities Fund, Inc., HVA Money Market Fund, Inc. and
Hartford U.S. Government Money Market Fund, Inc. The investment objective of
each Fund is the first sentence of each of the following:

STOCK FUNDS

HARTFORD CAPITAL APPRECIATION FUND, INC. seeks to achieve growth of
capital by investing in securities selected solely on the basis of potential for
capital appreciation; income, if any, is an incidental consideration. The
Capital Appreciation Fund invests primarily in equity securities and securities
convertible into equity securities.

HARTFORD DIVIDEND AND GROWTH FUND, INC. seeks to achieve a high level
of current income consistent with growth of capital and reasonable investment
risk. The Dividend and Growth Fund invests primarily in equity securities and
securities convertible into equity securities that typically have above average
income yield and favorable prospects for capital appreciation.

HARTFORD INDEX FUND, INC. seeks to provide investment results which
approximate the price and yield performance of publicly-traded common stocks in
the aggregate. The Index Fund attempts to approximate the capital performance
and the dividend income of the Standard & Poor's 500 Composite Stock Price
Index.

HARTFORD INTERNATIONAL OPPORTUNITIES FUND, INC. seeks to achieve
long-term total rate of return consistent with prudent investment risk through
investment primarily in equity securities issued by non-U.S. companies.

HARTFORD SMALL COMPANY FUND, INC. seeks to achieve growth of capital by

<PAGE>

investing in securities selected primarily on the basis of potential for capital
appreciation. The Fund invests primarily in equity securities and securities
convertible into equity securities of companies with less than $2 billion in
market capitalization.

HARTFORD STOCK FUND, INC. seeks to achieve long-term capital growth
primarily through capital appreciation, with income a secondary consideration,
by investing in primarily equity securities. Its portfolio emphasizes
high-quality growth companies.

ASSET ALLOCATION FUNDS

HARTFORD ADVISERS FUND, INC. seeks to achieve maximum long-term total
rate of return consistent with prudent investment risk by investing in common
stock and other equity securities, bonds and other debt securities, and money
market instruments. The Advisers Fund actively allocates its assets among these
asset categories based on fundamental analysis, not on short-term market timing.

HARTFORD INTERNATIONAL ADVISERS FUND, INC. seeks to achieve maximum
long-term total rate of return consistent with prudent investment risk. The
International Advisers Fund's assets will be diversified among at least five
countries, and will be allocated among equity and debt securities and money
market instruments based on fundamental analysis, not on short-term market
timing.

BOND FUNDS

HARTFORD BOND FUND, INC. seeks to achieve maximum current income
consistent with preservation of capital by investing primarily in fixed-income
securities.

HARTFORD MORTGAGE SECURITIES FUND, INC. seeks to achieve maximum
current income consistent with safety of principal and maintenance of liquidity
by investing primarily in mortgage-related securities, including securities
issued by the Government National Mortgage Association.

MONEY MARKET FUNDS

HVA MONEY MARKET FUND, INC. seeks to achieve maximum current income
consistent with liquidity and preservation of capital. This Fund invests in
short-term money market instruments.

HARTFORD U.S. GOVERNMENT MONEY MARKET FUND, INC. seeks to achieve
maximum current income consistent with preservation of capital. This Fund
invests in short-term money market instruments.

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2

<PAGE>

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
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THIS PROSPECTUS SETS FORTH CONCISELY THE INFORMATION ABOUT A
FUND THAT A PROSPECTIVE INVESTOR SHOULD KNOW BEFORE INVESTING.
PLEASE READ AND RETAIN THIS PROSPECTUS FOR FUTURE REFERENCE.
ADDITIONAL INFORMATION ABOUT THE FUNDS HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IN A STATEMENT OF ADDITIONAL
INFORMATION DATED ________, 1996, WHICH HAS BEEN INCORPORATED BY
REFERENCE INTO THIS PROSPECTUS AND WILL BE PROVIDED ON REQUEST
AND WITHOUT CHARGE. WRITE "HARTFORD FAMILY OF FUNDS, C/O
INDIVIDUAL ANNUITY OPERATIONS," P.O. BOX 2999, HARTFORD, CT
06104-2999.
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NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED
TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS, OTHER
THAN THOSE CONTAINED IN THIS PROSPECTUS, IN CONNECTION WITH THE
OFFER CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE FUNDS. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER BY THE FUNDS TO SELL OR A SOLICITATION OF ANY
OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY
JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL FOR THE FUNDS
TO MAKE SUCH OFFER.
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AN INVESTMENT IN EITHER OF THE MONEY MARKET FUNDS IS NEITHER INSURED
NOR GUARANTEED BY THE U.S. GOVERNMENT. THERE CAN BE NO ASSURANCE THAT
EITHER OF THE MONEY MARKET FUNDS WILL BE ABLE TO MAINTAIN A STABLE NET
ASSET VALUE OF $1.00 PER SHARE.
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HARTFORD INTERNATIONAL OPPORTUNITIES FUND, INC. AND HARTFORD
INTERNATIONAL ADVISERS FUND, INC. MAY EACH INVEST UP TO 15% OF ITS
ASSETS IN HIGH YIELD DEBT SECURITIES. INVESTMENTS OF THIS TYPE
INVOLVE COMPARATIVELY HIGHER RISKS, INCLUDING PRICE VOLATILITY
AND RISK OF DEFAULT IN THE PAYMENT OF INTEREST AND PRINCIPAL,
THAN HIGHER-QUALITY DEBT SECURITIES. SEE "COMMON INVESTMENT
POLICIES AND RISK FACTORS."

<PAGE>

HARTFORD MUTUAL FUNDS
TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
<S> <C>
Glossary......................................................

Financial Highlights..........................................

The Funds.....................................................

Investment Objectives and Policies of the Funds...............

Common Investment Policies and Risk Factors...................
-Repurchase Agreements...............................
-Illiquid Securities.................................
-When-Issued and Delayed-Delivery Securities........
-Other Investment Companies..........................
-Currency Transactions...............................
-Options and Futures Contracts.......................
-Non-U.S. Securities, Including ADRs and GDRs........
-Mortgage-Related Securities.........................
-Asset-Backed Securities.............................
-Swap Agreements.....................................
-Money Market Instruments............................
-Investment Grade Securities.........................
-High Yield Securities...............................
-Other Risk Factors..................................

Management of the Funds.......................................
-Investment Advisory and Management Services.........
-Investment Sub-Advisory Services....................
-Portfolio Managers..................................

Administrative Services for the Funds.........................

Expenses of the Funds.........................................

Performance Related Information...............................

Dividends.....................................................

Net Asset Value...............................................

Purchase of Fund Shares.......................................
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
Page
<S> <C>
Sale and Redemption of Shares.................................

Federal Income Taxes..........................................

Ownership and Capitalization of the Funds.....................
-Capital Stock.......................................
-Voting..............................................
Liquidation...................................................

General Information...........................................
-Reports to Shareholders.............................
-Custodian, Transfer and Dividend Disbursing Agents..
-"Majority" Defined..................................
-Pending Legal Proceedings...........................
-Requests for Information............................

Appendix -- Ratings of Bonds and Commercial Paper.............

</TABLE>

There is the possibility that an individual Fund may be held liable for
a misstatement, inaccuracy or incomplete disclosure in this Prospectus
concerning the other Fund(s).

Additional information about the performance of each Fund, including
Management's Discussion and Analysis of results, is contained in the Funds'
annual report to shareholders, which may be obtained without charge by calling
1-800-862-6668.

GLOSSARY

ADRs: American Depository Receipts
CFTC: Commodity Futures Trading Commission
CMOs: Collateralized Mortgage Obligations
Code: Internal Revenue Code of 1986, as amended
FHLMC: Federal Home Loan Mortgage Corporation
FNMA: Federal National Mortgage Association
GDRs: Global Depository Receipts
GNMA: Government National Mortgage Association
IMF: International Monetary Fund
Moody's: Moody's Investors Service, Inc.
NYSE: New York Stock Exchange
1940 Act: Investment Company Act of 1940, as amended
SEC: Securities and Exchange Commission
S&P: Standard & Poor's Corporation
World Bank: International Bank for Reconstruction and Development

<PAGE>

HARTFORD CAPITAL APPRECIATION FUND, INC.
FINANCIAL HIGHLIGHTS

The following information, insofar as it relates to each of the five years in
the period ended December 31, 1994, has been examined by Arthur Andersen LLP,
independent public accountants, whose report thereon is included in the
Statement of Additional information, which is incorporated by reference to this
prospectus.

(FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)

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YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED
12/31/94 12/31/93 12/31/92 12/31/91 12/31/90 12/31/89 12/31/88 12/31/87 12/31/86 12/31/85
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>

Net asset value at
beginning of period ............. $ 3.052 $ 2.634 $2.607 $ 1.709 $2.020 $1.678 $1.341 $1.482 $1.423 $1.080
Net investment income ............ 0.011 0.003 0.008 0.021 0.029 0.023 0.015 0.025 0.019 0.016
Net realized and unrealized
gains (losses) on investments ... 0.070 0.526 0.388 0.898 (0.246) 0.376 0.337 (0.075) 0.106 0.366
--------- -------- -------- ------- ------ ------ ------ ------ ------ ------
Total from investment operations . 0.081 0.529 0.396 0.919 (0.217) 0.399 0.352 (0.050) 0.125 0.382
Dividends from net investment
income .......................... (0.011) (0.003) (0.008) (0.021) (0.029) (0.023) (0.015) (0.025) (0.019) (0.016)
Distribution from net realized
gains on securities ............ (2.262) (0.108) (0.361) 0.000 (0.065) (0.034) 0.000 (0.066) (0.047) (0.023)
Return of capital ................ 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000
--------- -------- ------- ------- ------ ------ ------ ------ ------ ------

Total from distributions ......... (0.273) (0.311) (0.369) (0.021) (0.094) (0.057) (0.015) (0.091) (0.066) (0.039)
--------- -------- ------- ------- ------ ------ ------ ------ ------ ------

Net increase (decrease)
in net assets ................... (0.192) 0.418 0.027 0.898 (0.311) 0.342 0.337 (0.141) 0.059 0.343
Net asset value at end
of period ....................... $2.860 $3.052 $ 2.634 $2.607 $1.709 $2.020 $1.678 $1.341 $1.482 $1.423
========= ======= ======= ======= ====== ====== ====== ====== ====== ======
Total Return ..................... 2.50% 20.80% 16.98% 53.99% -10.90% 24.11% 26.37% -4.31% 9.03% 36.18%
Net Assets (in thousands) 1,158,644 778,904 300,373 158,046 56,032 59,922 34,226 26,123 22,556 7,988
Ratio of operating expenses
in average net assets ........... 0.72% 0.76% 0.87% 0.92% 0.96% 0.94% 0.97% 1.01% 1.12% 1.48%
Ratio of net investment
income to average net asset ..... 0.40% 0.12% 0.36% 0.92% 1.58% 1.25% 0.91% 1.27% 1.23% 1.40%
Portfolio turnover rate .......... 73.3% 91.4% 100.3% 107.2% 51.8% 35.0% 48.9% 68.7% 53.9% 71.7%

</TABLE>

<PAGE>

HARTFORD DIVIDEND AND GROWTH FUND, INC.
FINANCIAL HIGHLIGHTS

(FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
03/06/94-
12/31/94(a)
- -------------------------------------------------------------------------------

<S> <C>
Net asset value at beginning of period.............................. $ 1.000
Net investment income............................................... 0.024
Net realized and unrealized gains (losses) on investments........... (0.005)
--------
Total from investment operations.................................... 0.019
Dividends from net investment income................................ (0.024)
Distribution from net realized gains on securities.................. (0.001)
Return of capital.................................................. 0.000
--------
Total from distributions............................................ (0.025)
--------

Net increase (decrease) in net assets............................... (0.006)
Net asset value at end of period.................................... $ 0.994
========
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Total Return........................................................ 1.96%
Net Assets (in thousands)........................................... $55,066
Ratio of operating expenses to average net assets................... 0.83%*
Ratio of net investment income to average net assets................ 3.52%*
Portfolio turnover rate............................................. 27.8%

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</TABLE>

<PAGE>

HARTFORD INDEX FUND, INC.
FINANCIAL HIGHLIGHTS

(FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)

- -----------------------------------------------------------------------------------------------------------------------------------
YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED ENDED ENDED ENDED 05/01/87
12/31/94 12/31/93 12/31/92 12/31/91 12/31/90 12/31/89 12/31/88 12/31/87
<S> <C> <C> <C> <C> <C> <C> <C> <C>

Net asset value at beginning of period......... $ 1.546 $ 1.450 $1.390 $1.134 $1.220 $ 0.960 $ 0.854 $1.000
Net investment income.......................... 0.038 0.035 0.033 0.036 0.037 0.029 0.030 0.016
Net realized and unrealized gains
(losses) oninvestments...................... (0.024) 0.096 0.060 0.294 (0.086) 0.260 0.106 (0.144)
------- ------ ------ ------ ------ ------ ------- ------
Total from investment operations............... 0.014 0.131 0.093 0.330 0.049) 0.289 0.136 (0.128)
Dividends from net investment income........... (0.038) (0.035) (0.033) (0.036) (0.037) (0.029) (0.030) (0.016)
Distribution from net realized
gains on securities..... 0.000 0.000 0.000 (0.038) 0.000 0.000 0.000 (0.002)
Return of capital.............................. 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000
------- ------ ------ ------ ------ ------ ------ ------

Total from distributions....................... (0.038) (0.035) (0.033) (0.074) (0.037) (0.029) (0.030) (0.018)
------- ------- ------ ------ ------ ------ ------ ------

Net increase (decrease) in net assets.......... (0.024) 0.096 0.060 0.256 (0.086) 0.260 0.106 (0.146)
Net asset value at end of period............... $ 1.522 $ 1.546 $1.450 $1.390 $1.134 $1.220 $0.960 $0.854
======= ======= ====== ====== ====== ====== ====== ======
Total Return................................... 0.94% 9.12% 6.82% 29.53% -3.99% 30.47% 16.35% -12.91%
Net Assets (in thousands)...................... 157,660 140,396 82,335 47,770 26,641 19,456 10,050 7,212
Ratio of operating expenses
in average net assets..... 0.45% 0.49% 060% 0.67% 0.91% 1.10% 1.23% 1.35%*
Ratio of net investment income
to average net asset.. 2.50% 2.36% 2.48% 2.89% 3.27% 2.60% 3.29% 2.39%*
Portfolio turnover rate....................... 1.8% 0.8% 1.2% 6.7% 25.5% 12.9% 20.9% 1.9%

</TABLE>
* Annualized

<PAGE>

HARTFORD INTERNATIONAL OPPORTUNITIES FUND, INC.
FINANCIAL HIGHLIGHTS

The following information has been examined by Arthur Andersen LLP, independent
public accountants, whose report thereon is included in the Statement of
Additional information, which is incorporated by reference to this prospectus.

(FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED 07/02/90 -
1994 1993 1992 1991 12/31/90(a)
<S> <C> <C> <C> <C> <C>

Net asset value at beginning of period................ $ 1.215 $ 0.917 $ 0.973 $ 0.871 $ 1.000
Net investment income................................. 0.016 0.009 0.013 0.011 0.015
Net realized and unrealized gains (losses) on (0.039) 0.298 (0.056) 0.102 (0.129)
investments......................................... -------- -------- ------- ------- -------

Total from investment operations...................... (0.023 0.307 (0.043) 0.113 (0.114)
Dividends from net investment income.................. (0.016) (0.009) (0.013) (0.011) (0.015)
Distribution from net realized gains on securities.... 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.............................. (0.016) (0.009) (0.013) (0.011) 0.015
-------- -------- ------- ------- -------

Net increase (decrease) in net assets................. (0.039) 0.298 (0.056) 0.102 (0.129)
Net asset value at end of period...................... $ 1.176 $ 1.215 $ 0.917 $ 0.973 $ 0.871
======== ======== ======= ======= =======

Total Return.......................................... -1.96% 33.73% -4.43% 13.00% -11.76%
Net Assets (in thousands)............................. 563.765 281,608 47,560 22,854 9,352
Ratio of operating expenses in average net assets. 0.85% 1.00% 1.23% 1.24% 1.04%*
Ratio of net investment income to average net asset... 1.42% 0.84% 1.40% 1.17% 2.65%*
Portfolio turnover rate............................... 46.4% 31.8% 25.1% 24.7% 3.0%

</TABLE>

(a) The Fund was declared effective by the Securities and Exchange Commission
on July 2, 1990.

*Annualized

<PAGE>

HARTFORD STOCK FUND, INC.
FINANCIAL HIGHLIGHTS

(FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED
12/31/94 12/31/93 12/31/92 12/31/91 12/31/90 12/31/89 12/31/88 12/31/87 12/31/86 12//31/85
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>

Net asset value at beginning of period. $ 3.099 $ 2.965 $ 2.927 $ 2.452 $ 2.775 $ 2.304 $ 1.977 $ 2.177 $ 2,107 $ 1.711
Net investment income................. 0.061 0.053 0.051 0.059 0.070 0.065 0.045 0.045 0.049 0.052
Net realized and unrealized gains
(losses) on investments............. (0.111) 0.339 0.219 0.532 (0.179) 0.522 0.327 0.084 0.196 0.461
-------- ------ ------- ------ ------- ------- ------ ------ ------ -----
Total from investment operations...... (0.050) 0.392 0.270 0.591 (0.109) 0.587 0.372 0.129 0.245 0.513
Dividends from net investment income.. (0.061) 0.053) (0.051) (0.059) (0.070) (0.065) (0.045) (0.045) (0.049) (0.052)
Distribution from net realized gains
on securities....................... (0.187) (0.205) (0.181) (0.057) (0.144) (0.051) 0.000 (0.284) (0.126) (0.065)
Return of capital..................... 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000
-------- ------ ------ ------ ------- ------- ------ ------ ------ ------

Total from distributions.............. (0.248) (0.258) (0.232) (0.116) (0.214) (0.166) (0.045) (0.329) (0.175) (0.117)
-------- ------- ------ ------ ------- ------- ------ ------ ------ -------

Net increase (decrease) in net assets. (0.298) 0.134 0.038 0.475 (0.323) 0.471 0.327 (0.200) 0.070 0.396
Net asset value at end of period...... $ 2.801 $ 3.099 $ 2.965 $2.927 $ 2.452 $ 2.775 $ 2.304 $1.977 $ 2.177 $ 2.107
======== ======= ======= ====== ======= ======= ======= ====== ======= =======

Total Return.......................... -1.89% 14.34% 10.04% 24.58% -3.87% 26.02% 19.00% 5.41% 12.33% 31.49%
Net Assets (in thousands)............. 1,163,158 968,425 589,903 406,489 257,553 266,756 187,511 170,319 148,126 126.344
Ratio of operating expenses in
average net assets.................. 0.50% 0.53% 0.57% 0.60% 0.66% 0.64% 0.65% 0.65% 0.66% 0.64%
Ratio of net investment income to
average net asset.................... 2.17% 1.86% 1.90% 2.14% 2.76% 2.31% 2.08% 1.83% 2.24% 2.96%
Portfolio turnover rate............... 63.8% 69.0% 69.8% 24.3% 20.2% 24.4% 22.9% 27.0% 25.7% 32.1%

</TABLE>
*Annualized

<PAGE>

HARTFORD ADVISERS FUND, INC.
FINANCIAL HIGHLIGHTS

The following information, insofar as it relates to each of the five years in
the period ended December 31, 1994, has been examined by Arthur Andersen, LLP,
independent public accountants, whose report thereon is included in the
Statement of Additional Information, which is incorporated by reference to this
prospectus.

(FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)

Net asset value at beginning
of period.................... 1.752 $ 1.676 $ 1.649 $ 1.436 $ 1.543 $ 1.332 $ 1.213 $ 1.227 $ 1.179 $ 0.987
Net investment income.......... 0.054 0.050 0.059 0.063 0.074 0.062 0.051 0.051 0.054 0.064
Net realized and unrealized
gains (losses) oninvestments. (0.100) 0.145 0.070 0.223 (0.059) 0.221 0.119 0.025 0.089 0.192
------ ------ ------ ------ ------ ------ ------- ------ ------- ------
Total from investment
operations................... (0.046) 0.195 0.129 0.286 0.015 0.283 0.170 0.076 0.143 0.256
Dividends from net investment
income....................... (0.054) (0.050) (0.059) (0.063) (1.074) (0.062) (0.051) (0.051) (0.054) (0.064)
Distribution from net realized
gains on securities......... (0.052) (0.069) (0.043) (0.010) (0.048) (0.010) 0.000 (0.039) (0.041) 0.000
Return of capital............. 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000
------ ------ ------ ------ ------ ------ ------- ------ ------- ------

Total from distributions...... (0.106) (0.119) (0.102) (0.073) (0.122) (0.072) (0.051) (0.090) (0.095) (0.064)
------ ------ ------ ------ ------ ------ ------- ------ ------- ------
Net increase (decrease) in
net assets................ (0.152) 0.076 0.027 0.213 (0.107) 0.211 0.119 (0.014) 0.048 0.192
------ ------ ------ ------ ------ ------ ------- ------- ------- ------
Net asset value at end
of period................. $1.600 $ 1.752 $ 1.676 $ 1.649 $ 1.436 $ 1.543 $ 1.332 $ 1.213 $ 1.227 $ 1.179
========= ======= ======= ======= ======= ======= ======= ======= ======= =======

Total Return................ -2.74% 12.25% 8.30% 20.33% 1.26% 21.72% 14.24% 6.08% 12.70% 26.85%
Net Assets (in thousands).. 3,034,034 2,426,550 985,747 831,424 416,839 371,917 264,750 239,704 127,214 41,286
Ratio of operating expenses
in average net assets.... 0.65% 0.69% 0.78% 0.81% 0.89% 0.89% 0.90% 0.91% 0.98% 0.97%
Ratio of net investment
income to average net
asset....................... 3.34% 3.07% 3.55% 4.13% 4.65% 4.14% 3.93% 4.00% 4.36% 6.03%
Portfolio turnover rate....... 60.0% 55.3% 72.8% 42.1% 35.7% 33.5% 30.9% 28.3% 23.3% 63.0%

</TABLE>
*Annualized

<PAGE>

HARTFORD BOND FUND, INC.
FINANCIAL HIGHLIGHTS

(FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------

YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED
12/31/94 12/31/93 12/31/92 12/31/91 12/31/90 12/31/89 12/31/88 12/31/87 12/31/86 12//31/85
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value at beginning
of period .................. $1.044 $1.024 $1.062 $0.979 $0.976 $0.945 $0.952 $1.033 $1.007 $0.929
Net investment income .......... 0.060 0.062 0.074 0.072 0.075 0.079 0.077 0.080 0.091 0.104
Net realized and unrealized
gains (losses) on investments (0.100) 0.039 (0.019) 0.082 0.003 0.031 (0.007) (0.081) 0.026 0.078
------ ------ ------ ------- ------ ------ ------ ------ ------- ------

Total from investment
operations.................. (0.040) 0.101 0.055 0.154 0.078 0.110 0.070 (0.001) 0.117 0.182
Dividends from net
investment income ........... (0.060) (0.062) (0.074) (0.072) (0.075) (0.079) (0.077) (0.080) (0.091) (0.104)
Distribution from net realized
gains on securities ........ (0.018) (0.019) (0.018) 0.000 0.000 0.000 0.000 0.000 0.000 0.000
Return of capital............... 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000
------ ------- ------ ------ ------ ------ ------ ------ ------ ------

Total from distributions ...... (0.078) (0.081) (0.092) (0.072) (0.075) (0.079) (0.077) (0.080) (0.091) (0.104)
------ ------- ------ ------ ------ ------ ------ ------ ------ ------

Net increase (decrease)
in net assets ............... (0.118) 0.020 (0.037) 0.082 0.003 0.031 (0.007) (0.081) 0.026 0.078

Net asset value at end
of period ................... $ 0.926 $ 1.044 $ 1.024 $ 1.061 $0.979 $0.976 $0.945 $0.952 $1.033 $1.007
======= ======= ======= ======= ====== ====== ====== ====== ====== ======
Total Return ................. -3.95% 10.24% 5.53% 16.43% 8.39% 12.10% 7.60% -0.01% 12.19% 20.62%
Net Assets (in thousands) .... 247,458 239.602 128,538 97,377 70,915 61,602 54,215 50,037 57,160 43,843
Ratio of operating expenses
in average net assets ........ 0.55% 0.57% 064% 0.66% 0.67% 0.67% 0.69% 0.69% 0.71% 0.69%
Ratio of net investment income
to average net asset ....... 6.23% 5.93% 7.21% 7.29% 7.82% 8.09% 8.12% 8.15% 8.93% 10.73%
Portfolio turnover rate ....... 328.8% 494.3% 434.1% 337.0% 161.6% 225.0% 230.3% 53.3% 46.7% 53.7%
Current Yield* ................ 7.19% 4.93% 6.48% 6.62% 8.17% 7.92% 9.15% 8.67% 8.82% 10.29%

</TABLE>
*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 any investment
companies. In addition, the yield 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.

<PAGE>

HARTFORD MORTGAGE SECURITIES FUND, INC.
FINANCIAL HIGHLIGHTS

(FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED
12/31/94 12/31/93 12/31/92 12/31/91 12/31/90 12/31/89 12/31/88 12/31/87 12/31/86 12//31/85
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>

Net asset value at beginning of period.. $ 1.075 $ 1.079 $ 1.115 $ 1.054 $ 1.045 $ 1.006 $ 1.011 $ 1.087 $ 1.077 $ 1.000
Net investment income................... 0.068 0.071 0.086 0.088 0.087 0.088 0.087 0.093 0.104 0.111
Net realized and unrealized
gains (losses) on investments......... (0.086) (0.004) (0.036) 0.061 0.009 0.039 (0.005) (0.067) 0.010 0.077
------- ------- ------- ------- ------- ------ ------ ------- ------- ------
Total from investment operations........ (0.018) 0.067 0.050 0.149 0.096 0.127 0.082 0.026 0.114 0.188
Dividends from net investment income.... (0.068) (0.071) (0.086) (0.088) (0.087) (0.088) (0.087) (0.093) (0.104) (0.111)
Distribution from net realized gains
on securities... (0.005) 0.000 0.000 0.000 0.000 0.000 0.000 (0.009) 0.000 0.000
Return of capital....................... 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000
------- ------- ------- ------- ------- ------ ------ ------ ----- ------

Total from distributions................ (0.073) (0.071) (0.086) (0.088) (0.087) (0.088) (0.087) (0.102) (0.104) (0.111)
------- ------- ------- ------- ------- ------ ------ ------- ------- ------

Net increase (decrease) in net assets... (0.091) (0.004) (0.036) 0.061 0.009 0.039 (0.005) (0.076 0.010 0.077
Net asset value at end of period........ $0.984 $ 1.075 $ 1.079 $ 1.115 $ 1.054 $1.045 $1.006 $ 1.011 1.087 $ 1.077
======= ======= ======= ======= ======= ====== ====== ======= ======= =======

Total Return............................ -1.61% 6.31% 4.64% 14.71% 9.70% 13.13% 8.38% 2.64% 11.13% 20.61%
Net Assets (in thousands)............... 304,147 365,198 258,711 162,484 105,620 85,908 85,075 84,075 100,518 50,090
Ratio of operating expenses in
average net assets..... 0.48% 0.49% 0.56% 0.58% 0.58% 0.58% 0.60% 0.61% 0.62% 0.66%
Ratio of net investment income
to average net asset................. 6.65% 6.49% 7.96% 8.25% 8.42% 8.64% 8.58% 9.02% 9.57% --
Portfolio turnover rate................. 385.7% 183.4% 277.2% 152.2% 85.6% 91.3% 185.0% 143.6% 103.1% 124.7%
Current yield**......................... 7.84% 5.73% 7.51% 8.16% 8.21% 8.28% 9.12% 9.41% 8.90% 10.33%

</TABLE>

(a)The Fund was declared effective by the Securities and Exchange Commission on
January 15, 1985.

* Annualized

** 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, the yield 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.

<PAGE>

HVA MONEY MARKET FUND, INC
FINANCIAL HIGHLIGHTS

(FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)

Net asset value at beginning
of period....................... $1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
Net investment income............. 0.039 0.029 0.036 0.059 0.078 0.088 0.071 0.063 0.066 0.082
Net realized and unrealized
gains (losses) on investments... 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000
------ ------- ------- ------- ------ ------- ------- ------- ------ -------

Total from investment
operations..................... 0.039 0.029 0.036 0.059 0.078 0.088 0.071 0.063 0.066 0.082
Dividends from net
investment income.............. (0.039) (0.029) (0.036) (0.059) (0.078) (0.088) (0.071) (0.063) (0.066) (0.082)
Distribution from net realized
gains on securities............ 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000
Return of capital................ 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000
------- ------- ------- ------- ------ ------- ------- ----- ----- -------

Total from distributions........ (0.039) (0.029) (0.036) (0.059) (0.078) (0.088) (0.071) (0.063) (0.066) (0.082)
------- ------- ------- ------- ------ ------- ------- ------- ------- -------

Net increase (decrease)
in net assets................. 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000
Net asset value at end of
period........................ $ 1.000 $1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
======= ======= ======= ======= ======= ======= ======= ======= ======= =======

Total Return.................... 3.95% 2.94% 3.63% 6.01% 8.09% 9.10% 7.40% 6.49% 6.77% 8.53%
Net Assets (in thousands)....... 321,465 234,088 190,246 177,483 194,462 129,808 127,346 104,002 79,683 84,025
Ratio of operating expenses in
average net assets............ 0.47% 0.48% 0.53% 0.54% 0.57% 0.58% 0.58% 0.58% 0.58% 0.55%
Ratio of net investment income
to average net asset ......... 3.99% 2.91% 3.60% 5.88% 7.80% 8.75% 7.19% 6.36% 6.56% 8.21%
Portfolio turnover rate......... 5.43% 2.89% 3.09% 4.66% 7.73% 8.21% 8.49% 7.17% 5.45% 7.78%
5.58% 2.93% 3.14% 4.79% 8.03% 8.55% 8.85% 7.43% 5.60% 8.13%
</TABLE>
* 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, the yield 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.

<PAGE>

HARTFORD U.S. GOVERNMENT MONEY MARKET FUND, INC.
FINANCIAL HIGHLIGHTS

(FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)

Net asset value at beginning
of period..................... $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
Net investment income........... 0.036 0.027 0.032 0.055 0.073 0.081 0.057 0.056 0.081 0.078
Net realized and unrealized
gains (losses) on investments. 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000
------- ------- ------ ------- ------- ------- ------- ------- ------- ------

Total from investment operations. 0.036 0.027 0.032 0.055 0.073 0.081 0.057 0.056 0.081 0.078
Dividends from net investment
income........................ (0.036) (0.027) (0.032) (0.055) (0.073) (0.081) (0.057) (0.056) (0.081) (0.078)
Distribution from net realized
gains on securities.......... 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000
Return of capital............... 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000
------- ------ ------ ------ ------- ------ ------ ------ ------- -------

Total from distributions........ (0.036) (0.027) (0.032) (0.055) (0.073) (0.081) (0.057) (0.056) (0.081) (0.078)
------- ------- ------- ------- ------- ------- ------- ------- ------- ------

Net increase (decrease)
in net assets................. 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000
Net asset value at end of
period........................ $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
======= ======= ======= ======= ======= ======= ======= ======= ======= =======

Total Return.................... 3.67% 2.68% 3.22% 5.61% 7.52% 8.43% 6.92% 5.75% 6.29% 8.07%
Net Assets (in thousands)....... 9,619 9,449 10,525 11,257 10,496 7,814 7,262 5,888 5,812 6,455
Ratio of operating expenses in
average net assets........... 0.58% 0.58% 0.75% 0.73% 0.73% 0.77% 0.75% 0.58% 0.60% 0.82%
Ratio of net investment income
to average net asset......... 3.63% 2.85% 3.19% 5.48% 7.29% 8.14% 8.78% 5.57% 6.08% 7.72%
Portfolio turnover rate......... -- -- -- -- -- -- -- -- -- --
Current Yield* 5.14% 2.87% 2.69% 4.24% 7.59% 7.53% 8.27% 6.17% 5.28% 7.20%
Effective Yield* 5.27% 2.71% 2.72% 4.31% 7.88% 7.82% 8.82% 6.36% 5.40% 7.46%

</TABLE>
** 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, the yield 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.

<PAGE>

THE FUNDS

The Funds are made available to serve as the underlying investment
vehicles for certain variable annuity and variable life insurance separate
accounts of ITT Hartford Life Insurance Companies. The Hartford Investment
Management Company, Inc. ("HIMCO" or the "Adviser") serves as investment adviser
to Hartford Index Fund, Inc., Hartford Bond Fund, Inc., Hartford Mortgage
Securities Fund, Inc., HVA Money Market Fund, Inc. and Hartford U.S. Government
Money Market Fund, Inc. and as investment manager to Hartford Capital
Appreciation Fund, Inc., Hartford Dividend and Growth Fund, Inc., Hartford
International Opportunities Fund, Inc., Hartford Small Company Fund, Inc.,
Hartford Stock Fund, Inc., Hartford Advisers Fund, Inc., and Hartford
International Advisers Fund, Inc. Wellington Management Company ("WMC" or the
"Sub-Adviser") serves as investment sub-adviser to Hartford Capital Appreciation
Fund, Inc., Hartford Dividend and Growth Fund, Inc., Hartford International
Opportunities Fund, Inc., Hartford Small Company Fund, Inc., Hartford Stock
Fund, Inc., Hartford Advisers Fund, Inc., and Hartford International Advisers
Fund, Inc.

INVESTMENT OBJECTIVES AND POLICIES OF THE FUNDS

The Funds have different investment objectives and policies, as
described below. The differences in objectives and policies among the Funds can
be expected to affect the return of each Fund and the degree of market and
financial risk to which each Fund is subject. For more information about the
investment strategies employed by the Funds, see "Common Investment Policies and
Risk Factors." The investment objective of each Fund is fundamental and cannot
be changed without the affirmative vote of a majority of the outstanding voting
securities of the particular Fund. All other policies not specifically
designated as fundamental are nonfundamental and may be changed by the Board of
Directors of the particular Fund. See the Statement of Additional Information
for a complete listing of investment restrictions.

HARTFORD CAPITAL APPRECIATION FUND, INC.

Hartford Capital Appreciation Fund, Inc. (the "Capital Appreciation
Fund") was incorporated in 1983 under Maryland law.

Investment Objective. The Capital Appreciation Fund seeks to achieve
growth of capital by investing in securities selected solely on the basis of
potential for capital appreciation; income, if any, is an incidental
consideration.

Investment Policies. The Capital Appreciation Fund seeks to achieve its
objective by investing primarily in equity securities and securities convertible
into equity securities. The Sub-Adviser identifies, through fundamental
analysis, companies that it believes have substantial near-term capital
appreciation potential regardless of company size or industry sector. This
approach is sometimes referred to as a "stock picking" approach and results in
having all market capitalization sectors (i.e., small, medium, and large
companies) represented in the portfolio. Small and medium companies are selected
primarily on the basis of dynamic earnings growth

<PAGE>

potential. Larger companies are selected primarily based on the expectation for
a catalyst event that will trigger stock price appreciation. Fundamental
analysis involves the assessment of a company through such factors as its
business environment, management, balance sheet, income statement, anticipated
earnings, revenues, dividends, and other related measures of value.

The Capital Appreciation Fund will invest primarily in securities
issued by U.S. companies but may also invest in securities issued by non-U.S.
companies, including those traded in U.S. markets and non-U.S. markets. Under
normal circumstances, securities of non-U.S. companies will not exceed 20% of
the Capital Appreciation Fund's total assets. The Capital Appreciation Fund's
investments in securities of non-U.S. companies may include ADRs and GDRs. When
selecting securities of non-U.S. issuers, the Sub-Adviser also will evaluate the
economic and political climate and the principal securities markets of the
country in which an issuer is located. The Capital Appreciation Fund will be
subject to certain risks as a result of its ability to invest in the securities
of non-U.S. companies. See "Common Investment Policies and Risk Factors."

From time to time, the Capital Appreciation Fund may invest in debt
securities. The non-convertible debt securities in which the Capital
Appreciation Fund may invest include debt securities assigned within the four
highest bond rating categories by Moody's or S&P, i.e., investment grade, or
considered to be of comparable quality as determined by the Sub-Adviser. In
addition, the Capital Appreciation Fund may invest up to 5% of total assets in
high yield debt securities, commonly known as "junk bonds." Such securities are
rated as low as "C" by Moody's and S&P, or if unrated, are of comparable quality
as determined by the Sub-Adviser. See "Common Investment Policies and Risk
Factors."

Although the Capital Appreciation Fund intends to be fully invested in
equity and debt securities, it may hold cash or cash equivalents and may invest
any portion or all of its assets in high quality money market instruments in the
following circumstances: (1) during periods when the Sub-Adviser deems it
necessary for temporary defensive purposes; (2) to meet liquidity needs; or (3)
in anticipation of investment of its assets.

The Capital Appreciation Fund may invest up to 10% of its total assets
in illiquid securities and may from time to time purchase securities on a
when-issued or delayed delivery basis. In addition, the Capital Appreciation
Fund may invest to a limited extent in other investment companies and may enter
into certain currency transactions. Finally, the Capital Appreciation Fund may
invest in options, futures, and options on futures. See "Common Investment
Policies and Risk Factors."

<PAGE>

HARTFORD DIVIDEND AND GROWTH FUND, INC.

Hartford Dividend and Growth Fund, Inc. (the "Dividend and Growth
Fund") was incorporated in 1993 under Maryland law.

Investment Objective. The Dividend and Growth Fund seeks to achieve a
high level of current income consistent with growth of capital and reasonable
investment risk.

Investment Policies. The Dividend and Growth Fund seeks to achieve its
objective by investing primarily in equity securities and securities convertible
into equity securities that typically have above average income yield and whose
prospects for capital appreciation are considered favorable by the Sub-Adviser.
The Sub-Adviser uses fundamental analysis to evaluate a security for purchase or
sale by the Dividend and Growth Fund. Fundamental analysis involves the
assessment of a company through such factors as its business environment,
management, balance sheet, income statement, anticipated earnings, revenues,
dividends, and other related measures of value. As a key component of the
fundamental analysis done for the Dividend and Growth Fund, the Sub-Adviser
evaluates a company's ability to sustain and potentially increase its dividend.
The Dividend and Growth Fund's portfolio will be broadly diversified by industry
and company; the Fund seeks to diversify its investments over a carefully
selected list of securities in order to moderate the risks inherent in equity
investments.

The Dividend and Growth Fund will invest primarily in securities issued
by U.S. companies but may also invest in securities issued by non-U.S.
companies, including those traded in U.S. markets and non-U.S. markets. Under
normal circumstances, securities of non-U.S. companies will not exceed 20% of
the Dividend and Growth Fund's total assets. The Dividend and Growth Fund's
investments in securities of non-U.S. companies may include ADRs and GDRs. When
selecting securities of non-U.S. issuers, the Sub-Adviser also will evaluate the
economic and political climate and the principal securities markets of the
country in which an issuer is located. The Dividend and Growth Fund will be
subject to certain risks as a result of its ability to invest in the securities
of non-U.S. companies. See "Common Investment Policies and Risk Factors."

From time to time, the Dividend and Growth Fund may invest in debt
securities. The non-convertible debt securities in which the Dividend and Growth
Fund may invest include debt securities assigned within the four highest bond
rating categories by Moody's or S&P, i.e., investment grade, or considered to be
of comparable quality as determined by the Sub-Adviser.

Although the Dividend and Growth Fund intends to be fully invested in
equity and debt securities, it may hold cash or cash equivalents and may invest
any portion or all of its assets in high quality money market instruments in the
following circumstances: (1) during periods when the Sub- Adviser deems it
necessary for temporary defensive purposes; (2) to meet liquidity needs; or (3)
in anticipation of investment of its assets.

The Dividend and Growth Fund may invest up to 15% of its total assets
in illiquid securities and may from time to time purchase securities on a
when-issued or delayed delivery basis. In addition, the Dividend and Growth Fund
may invest to a limited extent in other

<PAGE>

investment companies and may engage in certain currency transactions. Finally,
the Dividend and Growth Fund may invest in options, futures, and options on
futures. See "Common Investment Policies and Risk Factors."

HARTFORD INDEX FUND, INC.

Hartford Index Fund, Inc. (the "Index Fund") was incorporated in 1983
under Maryland law.

Investment Objective. The Index Fund seeks to provide investment
results which approximate the price and yield performance of publicly-traded
common stocks in the aggregate.

Investment Policies. The Index Fund uses the Standard & Poor's 500
Composite Stock Price Index (the "Index") as its standard performance comparison
because it represents a significant proportion of the total market value of all
common stocks, is well known to investors and, in the opinion of the management
of the Index Fund, is representative of the performance of publicly-traded
common stocks. Therefore, the Index Fund attempts to approximate the capital
performance and dividend income of the Index.

The Index Fund will generally invest in no fewer than 475 stocks. The
Adviser will select stocks for the Index Fund's portfolio after taking into
account their individual weights in the Index. Temporary cash balances, normally
not expected to exceed 2% of the Index Fund's net assets, may be invested in
short-term money market instruments. The Index Fund may invest in ADRs and GDRs.
The Index Fund may also from time to time enter into stock index futures
contracts and options on such futures contracts to maintain optimal exposure to
the Index and to hedge against changes in security prices. See "Common
Investment Policies and Risk Factors."

The Index is composed of 500 selected common stocks, most of which are
listed on the New York Stock Exchange. S&P chooses the stocks to be included in
the Index on a proprietary basis. The weightings of stocks in the Index are
based on each stock's relative total market value, that is, its market price per
share times the number of shares outstanding. Because of this weighting, as of
December 31, 1995, approximately fifty percent of the Index was composed of the
fifty-nine largest companies, the five largest being General Electric Co., AT&T
Corp., Exxon Corp., Coca-Cola Company and Merck and Co.

No attempt is made to "manage" the Index Fund's portfolio in the
traditional sense, using economic, financial and market analysis, nor will the
adverse financial situation of a company directly result in its elimination from
the Index Fund's portfolio unless, of course, the company is removed from the
Index. From time to time administrative adjustments may be made in the Index
Fund's portfolio because of mergers, changes in the composition of the Index and
similar reasons.

The Index Fund's management believes that the "indexing" approach
described above is an effective method of substantially duplicating percentage
changes in the Index. It is a reasonable expectation that the correlation
between the performance of the Index Fund (before expenses) and that of the
Index will be above 98%; a figure of 100% would indicate perfect correlation.
The Index Fund is regularly monitored to determine if it is meeting its targeted
performance. In the

<PAGE>

event of any deviation from the targeted performance, the security holdings of
the Index Fund are rebalanced to better replicate the index. At some time in the
future, the Board of Directors of the Index Fund may, subject to shareholder
approval, select another index if such a standard of comparison is deemed to be
more representative of the performance of common stocks.

The Index Fund's ability to approximate the performance of the Index
will depend to some extent on the size of cash flows into and out of the Index
Fund. Investment changes to accommodate these cash flows will be made to
maintain the similarity of the Index Fund's portfolio to the Index, to the
maximum practicable extent.

"Standard & Poor's(R)", "S&P(R)", "S&P 500(R)", "Standard & Poor's
500", and "500" are trademarks of The McGraw-Hill Companies, Inc. and have been
licensed for use by the Index Fund. The Index Fund is not sponsored, endorsed,
sold or promoted by S&P. S&P makes no representation or warranty, express or
implied, regarding the advisability of investing in securities generally or in
the Index Fund particularly or the ability of the S&P 500 Index to track general
stock market performance. S&P's only relationship to the Index Fund is the
licensing of certain trademarks and trade names of S&P and of the S&P 500 Index
which is determined, composed and calculated by S&P without regard to the Index
Fund. S&P has no obligation to take the needs of the Index Fund or its
shareholders into consideration in determining, composing or calculating the S&P
500 Index. S&P is not responsible for and has not participated in the
determination of the net asset value of the Index Fund or the timing of the
issuance or sale of shares in the Index Fund. S&P has no obligation or liability
in connection with the administration, marketing or trading of the Index Fund.

In addition, S&P does not guarantee the accuracy and/or the
completeness of the S&P 500 Index or any data included therein and S&P shall
have no liability for any errors, omissions, or interruptions therein. S&P makes
no warranty, express or implied, as to results to be obtained by the Index Fund,
its shareholders or any other person or entity from the use of the S&P 500 Index
or any data included therein. S&P makes no express or implied warranties, and
expressly disclaims all warranties of merchantability or fitness for a
particular purpose or use with respect to the S&P 500 Index or any data included
therein. Without limiting any of the foregoing, in no event shall S&P have any
liability for any special, punitive, indirect, or consequential damages
(including lost profits), even if notified of the possibility of such damages.

HARTFORD INTERNATIONAL OPPORTUNITIES FUND, INC.

Hartford International Opportunities Fund, Inc. (the "International
Opportunities Fund") was incorporated in 1990 under Maryland law.

Investment Objective. The International Opportunities Fund seeks to
achieve long-term total rate of return consistent with prudent investment risk
through investment primarily in equity securities issued by non-U.S. companies.

Investment Policies. The International Opportunities Fund seeks to
achieve its

<PAGE>

investment objective by investing in a diversified portfolio of primarily equity
securities which covers a broad range of countries, industries, and companies.
The International Opportunities Fund anticipates that, under normal market
conditions, it will diversify its investments among a minimum of five countries;
the Fund will not invest more than 20% of its net assets in securities of
issuers located in any one country, except that it may invest up to 35% of its
net assets in securities of issuers located in any one of the following
countries: Australia, Canada, France, Japan, the United Kingdom or Germany.

Securities in which the International Opportunities Fund invests are
denominated in both U.S. dollars and non-U.S. currencies (including the European
Currency Unit) and generally are traded on non-U.S. markets.

Under normal market conditions, at least 70% of the International
Opportunities Fund's total assets will be invested in equity securities issued
by non-U.S. companies. Equity securities in which the International
Opportunities Fund invests include common stocks, preferred stocks, convertible
securities, and warrants and rights to acquire such securities. The
International Opportunities Fund may invest in ADRs and GDRs. See "Common
Investment Policies and Risk Factors." Equity investments are selected on the
basis of fundamental analysis to identify those markets and securities that
provide capital appreciation potential. Fundamental analysis involves the
assessment of a company through such factors as its business environment,
management, balance sheet, income statement, anticipated earnings, revenues,
dividends and other related measures of value. In analyzing companies for
investment, the Sub-Adviser looks for, among other things, a strong balance
sheet, attractive industry dynamics, strong competitive advantages, and
attractive relative value within the context of a security's primary trading
market. In addition to fundamental analysis of companies and industries, the
Sub-Adviser evaluates the economic and political environments of the countries
in which the securities are traded. The International Opportunities Fund's
investments in debt securities will be substantially similar to the debt
securities investments permitted for the International Advisers Fund. See
"Hartford International Advisers Fund, Inc. -- Investment Policies."

Although the International Opportunities Fund intends to be fully
invested in equity and debt securities, it may hold cash and cash equivalents
(U.S. dollars, non-U.S. currencies, multinational currency units) and may invest
any portion or all of its assets in high quality money market instruments of
U.S., non-U.S., or supranational issuers in the following circumstances: (1)
during periods when the Sub-Adviser deems it necessary for temporary defensive
purposes; (2) to meet liquidity needs; or (3) in anticipation of investment of
its assets. The International Opportunities Fund may invest in non-U.S. money
market funds and commingled pools offered by non-U.S. banks.

The International Opportunities Fund will be subject to certain risks
as a result of its ability to invest in the securities of non-U.S. companies.
The International Opportunities Fund is permitted to invest up to 15% of its
total assets in illiquid securities and may from time to time purchase
securities on a when- issued or delayed delivery basis. In addition, the
International Opportunities Fund may invest to a limited extent in other
investment companies and enter into certain currency transactions. Finally, the
International Opportunities Fund is permitted to invest in options, futures and
options on futures. See "Common Investment Policies and Risk Factors."

<PAGE>

HARTFORD SMALL COMPANY FUND, INC.

Hartford Small Company Fund, Inc. (the "Small Company Fund") was
incorporated under Maryland law in 1996.

Investment Objective. The Small Company Fund seeks to achieve growth of
capital by investing in securities selected primarily on the basis of potential
for capital appreciation.

Investment Policies. The Small Company Fund seeks to achieve its
objective by investing primarily in equity securities and securities convertible
into equity securities of companies which have less than $2 billion in market
capitalization. The Sub-Adviser identifies, through fundamental analysis,
companies that it believes have substantial near-term capital appreciation
potential regardless of industry sector. However, overall industry exposure is
monitored by the Sub- Adviser so as to maintain broad industry diversification.
In selecting investments the Sub-Adviser considers securities of companies that,
in its opinion, have potential for above-average earnings growth, are
undervalued in relation to their investment potential, have business and/or
fundamental financial characteristics that are misunderstood by investors, or
are relatively obscure (i.e.,undiscovered by the overall investment community).
Fundamental analysis involves the assessment of a company through such factors
as its business environment, management, balance sheet, income statement,
anticipated earnings, revenues, dividends, and other related measures of value.

The Small Company Fund will invest primarily in securities issued by
U.S. companies but also may invest in securities issued by non-U.S. companies,
including those traded in U.S. markets and non-U.S. markets. Under normal
circumstances, securities of non-U.S. Companies will not exceed 20% of the Small
Company Fund's total assets. The Small Company Fund's investments in securities
of non-U.S. companies may include ADRs and GDRs. From time to time, the Small
Company Fund may invest in debt securities and may invest in cash, cash
equivalents or money market instruments under certain circumstances.

The Small Company Fund is permitted to invest up to 15% of its total
assets in illiquid securities and may purchase securities on a when-issued or
delayed delivery basis. The Small Company Fund may also invest in initial public
offerings. In addition, the Small Company Fund may invest to a limited extent in
other investment companies and may enter into certain currency transactions.
Finally, the Small Company Fund may invest in options, futures, and options on
futures. See "Common Investment Policies and Risk Factors" for information
regarding additional investment policies of the Fund.

HARTFORD STOCK FUND, INC.

Hartford Stock Fund, Inc. (the "Stock Fund") was incorporated in 1976
under Maryland law.

<PAGE>

Investment Objective. The Stock Fund seeks to achieve long-term capital
growth primarily through capital appreciation, with income a secondary
consideration, by investing in primarily equity securities.

Investment Policies. The Stock Fund seeks to achieve its objective by
investing primarily in equity securities and securities convertible into equity
securities, using a two-tiered investment approach. First, under what is
sometimes referred to as a "top down" approach, the Sub-Adviser analyzes the
macro economic and investment environment. This includes an evaluation of
economic conditions, U.S. fiscal and monetary policy, demographic trends, and
investor sentiment. Through top down analysis, the Sub-Adviser anticipates
secular and cyclical changes and identifies industries and economic sectors that
are expected to grow faster than the overall economy.

Second, top down analysis is followed by what is sometimes referred to
as a "bottom up" approach, which is the use of fundamental analysis to identify
specific securities for purchase or sale. The Stock Fund's portfolio emphasizes
high-quality growth companies. The key characteristics of high-quality growth
companies include a leadership position within an industry, a strong balance
sheet, a high return on equity, sustainable or increasing dividends, a strong
management team, and a globally competitive position. Fundamental analysis
involves the assessment of a company through such factors as its business
environment, management, balance sheet, income statement, anticipated earnings,
revenues, dividends, and other related measures of value.

The Stock Fund will invest primarily in securities issued by U.S.
companies but may also invest in securities issued by non-U.S. companies,
including those traded in U.S. markets and non-U.S. markets. Under normal
circumstances, securities of non-U.S. companies will not exceed 20% of the Stock
Fund's total assets. The Stock Fund's investments in securities of non-U.S.
companies may include ADRs and GDRs. When selecting securities of non-U.S.
issuers, the Sub-Adviser also will evaluate the economic and political climate
and the principal securities markets of the country in which an issuer is
located. The Stock Fund will be subject to certain risks as a result of its
ability to invest in the securities of non-U.S. companies. See "Common
Investment Policies and Risk Factors." From time to time, the Stock Fund may
invest in debt securities. The non-convertible debt securities in which the
Stock Fund may invest include debt securities assigned within the four highest
bond rating categories by Moody's or S&P, i.e., investment grade, or considered
to be of comparable quality as determined by the Sub-Adviser.

Although the Stock Fund intends to be fully invested primarily in
equity securities and securities convertible into equity securities it may hold
cash or cash equivalents and may invest any portion or all of its assets in high
quality money market instruments in the following circumstances: (1) during
periods when the Sub-Adviser deems it necessary for temporary defensive
purposes; (2) to meet liquidity needs; or (3) in anticipation of investment of
its assets.

The Stock Fund may invest up to 10% of its total assets in illiquid
securities and may from time to time purchase securities on a when-issued or
delayed delivery basis. In addition, the Stock Fund may invest to a limited
extent in other investment companies and may enter into certain currency
transactions. Finally, the Stock Fund may invest in options, futures and options
on futures. See "Common Investment Policies and Risk Factors."

<PAGE>

HARTFORD ADVISERS FUND, INC.

Hartford Advisers Fund, Inc. (the "Advisers Fund") was incorporated in
1982 under Maryland law.

Investment Objective. The Advisers Fund seeks to achieve maximum
long-term total rate of return consistent with prudent investment risk by
investing in common stock and other equity securities, bonds and other debt
securities, and money market instruments.

Investment Policies. The Advisers Fund seeks to achieve its objective
through the active allocation of its assets among the asset categories of equity
and debt securities and money market instruments, based upon the Sub-Adviser's
judgment of the projected investment environment for financial assets, relative
fundamental values and attractiveness of each asset category, and expected
future returns of each asset category. The Sub-Adviser will base its asset
allocation decisions on fundamental analysis and will not attempt to make
short-term market timing decisions among asset categories. As a result, shifts
in asset allocation are expected to be gradual and continuous and the Advisers
Fund will normally have some portion of its assets invested in each asset
category. The Advisers Fund does not have percentage limitations on the amount
allocated to each asset category.

The Advisers Fund's investments in equity securities and securities
that are convertible into equity securities will be substantially similar to the
investments permitted for the Stock Fund. See "Hartford Stock Fund, Inc. --
Investment Policies." The Advisers Fund's investments in debt securities will be
substantially similar to the investments permitted for the Bond Fund. See
"Hartford Bond Fund, Inc. -- Investment Policies." In the event a security owned
by the Advisers Fund is downgraded to a rating category below investment grade,
the Advisers Fund generally will sell it within a reasonable period thereafter
based on the Sub-Adviser's outlook for the issuer and the security.

The Advisers Fund will invest primarily in securities issued by U.S.
companies but may also invest in securities issued by non-U.S. companies,
including those traded in U.S. markets and non-U.S. markets. Under normal
circumstances, securities of non-U.S. companies will not exceed 20% of the
Advisers Fund's total assets. The Advisers Fund's investments in securities of
non-U.S. companies may include ADRs and GDRs. When selecting securities of
non-U.S. issuers, the Sub-Adviser also will evaluate the economic and political
climate and the principal securities markets of the country in which an issuer
is located. The Advisers Fund will be subject to certain risks as a result of
its ability to invest in the securities of non-U.S. companies. See "Common
Investment Policies and Risk Factors."

The Advisers Fund may hold cash and cash equivalents and may invest any
portion or all of its assets in high quality money market instruments in the
following circumstances: (1) when the Sub-Adviser expects returns on such
instruments to be attractive relative to investments in equity and debt
securities; (2) during periods when the Sub-Adviser deems it necessary for
temporary defensive purposes; (3) to meet liquidity needs; or (4) in
anticipation of investment of its assets.

<PAGE>

The Advisers Fund may invest up to 10% of its total assets in illiquid
securities and may from time to time purchase securities on a when-issued or
delayed delivery basis. In addition, the Advisers Fund may invest to a limited
extent in other investment companies and enter into certain currency
transactions. Finally, the Advisers Fund may invest in options, futures, and
options on futures. See "Common Investment Policies and Risk Factors."

HARTFORD INTERNATIONAL ADVISERS FUND, INC.

Hartford International Advisers Fund, Inc. (the "International Advisers
Fund") was incorporated in 1994 under Maryland law.

Investment Objective. The International Advisers Fund seeks to achieve
maximum long-term total rate of return consistent with prudent investment risk.

Investment Policies. The International Advisers Fund seeks to achieve
its objective through the active allocation of its assets among the asset
categories of equity and debt securities and money market instruments, based
upon its judgment of the projected investment environment for financial assets,
relative fundamental values and attractiveness of each asset category, and
expected future returns of each asset category. The Sub-Adviser will base its
asset allocation decisions on fundamental analysis and will not attempt to make
short-term timing decisions among asset categories. As a result, shifts in asset
allocation are expected to be gradual and continuous and the International
Advisers Fund will normally have some portion of its assets invested in each
asset category at all times. The International Advisers Fund does not have
percentage limitations on the amount allocated to each asset category.

The International Advisers Fund will consist of a diversified portfolio
of securities covering a broad range of countries, industries, and companies.
The International Advisers Fund anticipates that, under normal market
conditions, it will diversify its investments among a minimum of five countries;
the Fund will not invest more than 20% of its net assets in securities of
issuers located in any one country, except that it may invest up to 35% of its
net assets in securities of issuers located in any one of the following
countries: Australia, Canada, France, Japan, the United Kingdom or Germany.

Securities in which the International Advisers Fund invests are
denominated in both U.S. dollars and non-U.S. currencies (including the European
Currency Unit) and generally are traded on non-U.S. markets.

The International Advisers Fund's investments in equity securities will
be substantially similar to the equity securities investments permitted for the
International Opportunities Fund. See "Hartford International Opportunities
Fund, Inc. -- Investment Policies."

The International Advisers Fund's investments in debt securities
include, but are not limited to: (1) debt securities issued or guaranteed by the
U.S. Government, its agencies or instrumentalities; (2) debt obligations issued
or guaranteed by a non-U.S. sovereign government or one of its agencies or
political subdivisions, including Brady Bonds (see "Common Investment Policies
and Risk Factors"); (3) debt obligations issued or guaranteed by supranational

<PAGE>

organizations such as the World Bank; (4) debt obligations of non-U.S. banks and
bank holding companies; (5) non- U.S. corporate debt securities; (6) debt
obligations of U.S. banks and corporations; (7) non-U.S. commercial paper; (8)
asset-backed securities and mortgage-related securities, including CMOs; these
debt securities will be rated investment grade by Moody's or S&P, or, if
unrated, will be determined by the Sub-Adviser to be of comparable quality (see
"Common Investment Policies and Risk Factors"); and (9) repurchase agreements
involving any of the foregoing. The International Advisers Fund's investments in
debt securities will be based on an analysis of such factors as yield, credit
quality, economic policies, inflation rates, and the pace of economic growth in
various markets.

Debt securities in which the International Advisers Fund may invest
include investment grade, non-convertible debt securities assigned within the
four highest bond rating categories by Moody's or S&P, or, if unrated, which are
determined by the Sub-Adviser to be of comparable quality. In addition, the
International Advisers Fund may invest up to 15% of its total assets in high
yield debt securities, commonly known as "junk bonds." Such securities are rated
as low as "C" by Moody's and by S&P, or, if unrated, are of comparable quality
as determined by the Sub-Adviser. See "Common Investment Policies and Risk
Factors."

The International Advisers Fund may hold cash and cash equivalents
(U.S. dollars, non-U.S. currencies, multinational currency units) and may invest
any portion or all of its assets in high quality money market instruments,
including, but not limited to, instruments of U.S., non-U.S., or supranational
issuers. These money market instruments may also include non-U.S. money market
funds and commingled pools offered by non-U.S. banks. The International Advisers
Fund may invest in high quality money market instruments in the following
circumstances: (1) when the Sub-Adviser expects returns on such instruments to
be attractive relative to investments in equity and debt securities; (2) during
periods when the Sub-Adviser deems it necessary for temporary defensive
purposes; (3) to meet liquidity needs; or (4) in anticipation of investment of
its assets.

The International Advisers Fund will be subject to certain risks as a
result of its ability to invest in the securities of non-U.S. companies. The
International Advisers Fund may invest up to 15% of its total assets in illiquid
securities and may from time to time purchase securities on a when- issued or
delayed delivery basis. In addition, the International Advisers Fund may invest
to a limited extent in other investment companies and may enter into certain
currency transactions. Finally, the International Advisers Fund may invest in
options, futures, and options on futures.
See "Common Investment Policies and Risk Factors."

HARTFORD BOND FUND, INC.

Hartford Bond Fund, Inc. (the "Bond Fund") was incorporated in 1982
under Maryland law.

Investment Objective. The Bond Fund seeks to achieve maximum current
income consistent with preservation of capital by investing primarily in
fixed-income securities.

Investment Policies. The Bond Fund's investments in bonds and other
debt securities

<PAGE>

include: (i) securities issued or guaranteed as to principal or interest by the
U.S. Government, its agencies or instrumentalities; (ii) publicly-traded,
non-convertible debt securities issued or guaranteed by U.S. corporations or
other issuers and rated investment grade by Moody's or S&P, or if unrated,
determined by the Adviser to be of comparable quality; (iii) asset-backed
securities and mortgage-related securities, including CMOs, which are rated
investment grade by Moody's or S&P, or, if unrated, which are determined by the
Adviser to be of comparable quality (see "Common Investment Policies and Risk
Factors"); (iv) securities issued or guaranteed as to principal or interest by a
sovereign government or one of its agencies or political subdivisions,
supranational entities such as development banks, non-U.S. corporations, banks
or bank holding companies, or other non-U.S. issuers and rated investment grade
by Moody's or S&P, or, if unrated, which are determined by the Adviser to be of
comparable quality. Bonds and other debt securities owned by the Bond Fund will
be denominated in U.S. dollars. In the event a security owned by the Bond Fund
is downgraded to a rating category below investment grade, the Bond Fund
generally will sell it within a reasonable period thereafter based on the
Adviser's outlook for the issuer and the security.

The Bond Fund will invest primarily in securities issued by U.S.
companies but may also invest in securities issued by non-U.S. companies,
including those traded in U.S. markets and non-U.S. markets. Under normal
circumstances, securities of non-U.S. companies will not exceed 20% of the Bond
Fund's total assets. The Bond Fund's investments in securities of non-U.S.
companies may include ADRs and GDRs. When selecting securities of non-U.S.
issuers, the Adviser also will evaluate the economic and political climate, and
the principal securities markets of the country in which an issuer is located.
The Bond Fund will be subject to certain risks as a result of its ability to
invest in the securities of non-U.S. companies. See "Common Investment Policies
and Risk Factors."

The Bond Fund will invest at least 65% of its total assets in bonds and
debt securities with a maturity of at least one year. The Bond Fund may invest
up to 15% of its total assets in preferred stocks, convertible securities, and
securities carrying warrants to purchase equity securities. The Bond Fund will
not invest in common stocks directly, but may retain, for reasonable periods of
time, common stocks acquired upon conversion of debt securities or upon exercise
of warrants acquired with debt securities.

Although the Bond Fund intends to be fully invested in equity and debt
securities, it may hold cash or cash equivalents and may invest any portion or
all of its assets in high quality money market instruments in the following
circumstances: (1) during periods when the Adviser deems it necessary for
temporary defensive purposes; (2) to meet liquidity needs; or (3) in
anticipation of investment of its assets.

The Bond Fund may invest up to 10% of its total assets in illiquid
securities and may from time to time purchase securities on a when-issued or
delayed delivery basis. In addition, the Bond Fund may invest to a limited
extent in other investment companies.

HARTFORD MORTGAGE SECURITIES FUND, INC.

Hartford Mortgage Securities Fund, Inc. (the "Mortgage Securities
Fund") was

<PAGE>

incorporated in 1984 under Maryland law.

Investment Objective. The Mortgage Securities Fund seeks maximum
current income consistent with safety of principal and maintenance of liquidity
by investing primarily in mortgage-related securities, including securities
issued by the Government National Mortgage Association.

Investment Policies. The Mortgage Securities Fund seeks to achieve its
objective by investing, under normal circumstances, at least 65% of its total
assets in high quality mortgage-related securities either (i) issued by U.S.
Government agencies, instrumentalities or sponsored corporations or (ii) rated A
or better by Moody's or S&P or, if not rated, which are of equivalent investment
quality as determined by the Adviser. At times the Mortgage Securities Fund may
invest in mortgage-related securities not meeting the foregoing investment
quality standards when the Adviser deems such investments to be consistent with
the Fund's investment objective; however, no such investments will be made in
excess of 20% of the value of the Fund's total assets. Such investments will be
considered mortgage-related securities for purposes of the policy that the Fund
invest at least 65% of the value of its total assets in mortgage-related
securities, including securities issued by the GNMA. See "Common Investment
Policies and Risk Factors".

Consistent with its objective, the Mortgage Securities Fund may seek to
increase its current return by writing covered call or covered put options with
respect to some or all of the securities held in its portfolio. In addition,
through the writing and purchase of options and the purchase and sale of
interest rate futures contracts and related options, the Mortgage Securities
Fund may at times seek to reduce fluctuations in net asset value by hedging
against a decline in the value of securities owned by the Fund or an increase in
the price of securities which the Fund plans to purchase. The Mortgage
Securities Fund may also invest up to 10% of its total assets in illiquid
securities, purchase asset-backed securities, and enter into swap transactions.
See "Common Investment Policies and Risk Factors."

Although the Mortgage Securities Fund intends to be fully invested in
debt securities, it may hold cash or cash equivalents and invest any portion or
all of its assets in high quality money market instruments in the following
circumstances: (1) during periods when the Sub-Adviser deems it necessary for
temporary defensive purposes; (2) to meet liquidity needs; or (3) in
anticipation of investment of its assets.

HARTFORD U.S. GOVERNMENT MONEY MARKET FUND, INC.

Hartford U.S. Government Money Market Fund, Inc. (the "U.S. Government
Money Market Fund") was incorporated in 1982 under Maryland law.

Investment Objective. The U.S. Government Money Market Fund seeks to
achieve maximum current income consistent with preservation of capital.

<PAGE>

Investment Policies. The U.S. Government Money Market Fund's portfolio
will consist entirely of cash and investments permitted by Rule 2a-7 under the
1940 Act. Each has an effective maturity date of 397 days or less, computed in
accordance with Rule 2a-7, from date of purchase. The average maturity of the
portfolio will vary according to the Adviser's appraisal of money market
conditions and will not exceed 90 days.

The U.S. Government Money Market Fund seeks to achieve its objective by
investing in short-term, marketable obligations issued or guaranteed by the U.S.
Government or by agencies or instrumentalities of the U.S. Government, whether
or not they are guaranteed by the full faith and credit of the U.S. government.

HVA MONEY MARKET FUND, INC.

HVA Money Market Fund, Inc. (the "Money Market Fund") was incorporated
in 1982 under Maryland law.

Investment Objective. The Money Market Fund seeks to achieve maximum
current income consistent with liquidity and preservation of capital.

Investment Policies. The Money Market Fund's portfolio will consist
entirely of cash and investments permitted under Rule 2a-7 of the 1940 Act. Each
has an effective maturity date of 397 days or less computed in accordance with
Rule 2a-7. The average maturity of the portfolio will vary according to the
Adviser's appraisal of money market conditions and will not exceed 90 days.

The Money Market Fund seeks to achieve its objective by investing in
money market securities such as, but not limited to: (a) banker's acceptances;
(b) obligations of governments (whether U.S. or non-U.S.) and their agencies and
instrumentalities; (c) short-term corporate obligations, including commercial
paper, notes, and bonds; (d) other short- term debt obligations; (e) obligations
of U.S. banks, non-U.S. branches of U.S. banks (Eurodollars), U.S. branches and
agencies of non-U.S. banks (Yankee dollars), and non-U.S. branches of non-U.S.
banks; and (f) asset-backed securities. See "Common Investment Policies and Risk
Factors." Under normal circumstances, foreign securities will not exceed 25% of
the Money Market Fund's total assets.

The Money Market Fund will make portfolio investments primarily in
anticipation of or in response to changing economic and money market conditions
and trends. However, it is anticipated that from time to time the Money Market
Fund will take advantage of temporary disparities in the yield relationships
among the different segments of the money market or among particular instruments
within the same segment of the market, to make purchases and sales when the
Adviser deems that such transactions will improve the yield or return of the
portfolio.

COMMON INVESTMENT POLICIES AND RISK FACTORS

<PAGE>

REPURCHASE AGREEMENTS

The Funds may enter into repurchase agreements with respect to
securities issued or guaranteed by the U.S. Government, with commercial banks
having assets in excess of $1 billion or with recognized government securities
dealers with net capital in excess of $50 million. The Funds' Boards of
Directors have established standards for evaluation of the creditworthiness of
the banks and securities dealers with which the Funds will engage in repurchase
agreements and monitors on a quarterly basis the Adviser's and Sub-Adviser's
compliance with such standards.

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. It may also be viewed as the loan of money by a Fund to the seller.
The resale price normally is in excess of the purchase price, reflecting an
agreed upon market rate. The rate is effective for the period of time a Fund is
invested in the agreement and is not related to the coupon rate on the
underlying security. The period of these repurchase agreements will usually be
short, from overnight to one week, and at no time will a Fund invest in
repurchase agreements for a period of more than one year. The securities which
are subject to repurchase agreements, however, may have maturity dates in excess
of one year from the effective date of the repurchase agreement. A Fund will
always receive as collateral securities whose market value, including accrued
interest, will be at least equal to 100% of the dollar amount invested by a Fund
in each agreement, and a Fund will make payment for such securities only upon
physical delivery or evidence of book entry transfer. If the seller defaults, a
Fund might incur a loss if the value of the collateral securing the repurchase
agreement declines and may incur disposition costs in connection with
liquidating the collateral. A Fund may not enter into a repurchase agreement
with more than seven days to maturity if, as a result, more than 10% of the
Fund's total assets would be invested in such repurchase agreements together
with any other investment for which market quotations are not readily available.

ILLIQUID SECURITIES

Each Fund, except the Index Fund, the U.S. Government Money Market Fund
and the Money Market Fund, is permitted to invest in illiquid securities. No
illiquid securities will be acquired if upon the purchase more than 10% or 15%
of the value of a Fund's total assets, varying by Fund (15% for the Dividend and
Growth Fund, International Advisers Fund, International Opportunities Fund and
Small Company Fund, 10% for the Advisers Fund, Capital Appreciation Fund, Bond
Fund, Mortgage Securities Fund and Stock Fund), would consist of these
securities. "Illiquid securities" are securities that may not be sold or
disposed of in the ordinary course of business within seven days at
approximately the price used to determine a Fund's net asset value.

Under current interpretations of the SEC Staff, the following
securities in which a Fund may invest will be considered illiquid: (1)
repurchase agreements maturing in more than seven days; (2) certain restricted
securities (securities whose public resale is subject to legal or contractual
restrictions); (3) options, with respect to specific securities, not traded on a
national securities exchange that are not readily marketable; and (4) any other
securities in which a Fund may invest that are not readily marketable.

These Funds may purchase without limit, however, certain restricted
securities that can be

<PAGE>

resold to qualifying institutions pursuant to a regulatory exemption under Rule
144A under the 1933 Act ("Rule 144A securities"). If a dealer or institutional
trading market exists for Rule 144A securities, such securities are deemed to be
liquid and thus treated as exempt from a Fund's 10% or 15% limitation on the
investment in illiquid securities. Under the supervision of the Board of
Directors, the Adviser or Sub-Adviser determines the liquidity of Rule 144A
securities and, through reports from the Adviser or Sub-Adviser, the Board of
Directors monitors trading activity in these securities. In reaching liquidity
decisions, the Adviser or Sub-Adviser will consider, among other things, the
following factors: (1) the frequency of trades and price quotes for the
security; (2) the number of dealers willing to purchase or sell the security and
the number of other potential purchasers; (3) dealer undertakings to make a
market in the security; and (4) the nature of the security and the marketplace
trades (e.g., the time needed to dispose of the security, the method of
soliciting offers, and the procedures for transfer). Because institutional
trading in Rule 144A securities is relatively new, it is difficult to predict
accurately how these markets will develop. If institutional trading in Rule 144A
securities declines, a Fund's liquidity could be adversely affected to the
extent that a Fund is invested in such securities.

WHEN-ISSUED AND DELAYED-DELIVERY SECURITIES

The Capital Appreciation Fund, the Dividend and Growth Fund, the
International Opportunities Fund, the Small Company Fund, the Stock Fund, the
Index Fund, the Advisers Fund, the International Advisers Fund, the Bond Fund
and the Mortgage Securities Fund may purchase or sell securities on a
when-issued or delayed-delivery basis. When-issued or delayed-delivery
transactions arise when securities are purchased or sold with payment and
delivery taking place in the future in order to secure what is considered to be
an advantageous price and yield at the time of entering into the transaction.
While these Funds generally purchase securities on a when-issued or
delayed-delivery basis with the intention of acquiring the securities, the Funds
may sell the securities before the settlement date, if the Adviser or
Sub-Adviser deems it advisable. At the time a Fund makes the commitment to
purchase securities on a when-issued or delayed-delivery basis, the Fund will
record the transaction and thereafter reflect the value, each day, of such
security in determining the net asset value of the Fund. At the time of delivery
of the securities, the value may be more or less than the purchase price. The
Funds' custodian will maintain, in a segregated account of the Fund, cash, U.S.
Government securities or other liquid, high-grade debt obligations having a
value equal to or greater than the Fund's purchase commitments; the custodian
will likewise segregate securities sold on a delayed-delivery basis.

OTHER INVESTMENT COMPANIES

The Capital Appreciation Fund, the Dividend and Growth Fund, the
International Opportunities Fund, the Small Company Fund, the Bond Fund, the
Stock Fund, the Advisers Fund, and the International Advisers Fund are permitted
to invest in other investment companies. Securities issued in certain countries
are currently accessible to the Funds only through such investments. The
investment in other investment companies is limited in amount by the 1940 Act,
and will involve the indirect payment of a portion of the expenses, including
advisory fees, of such other investment companies. No Fund may acquire more than
3% of the outstanding voting securities of any other investment company, and no
Fund may have more than 5% of its total assets invested in any other investment
company. See "Investment Restrictions of the Funds" in

<PAGE>

the Statement of Additional Information.

CURRENCY TRANSACTIONS

The Capital Appreciation Fund, the Dividend and Growth Fund, the
International Opportunities Fund, the Small Company Fund, the Stock Fund, the
Advisers Fund and the International Advisers Fund may engage in currency
transactions to hedge the value of portfolio securities denominated in
particular currencies against fluctuations in relative value. Currency
transactions include forward currency contracts, exchange-listed and
over-the-counter ("OTC") currency futures contracts and options thereon,
exchange listed and OTC options on currencies, and currency swaps.

These Funds may invest in forward currency contracts, which involve a
privately negotiated obligation to purchase or sell a specific currency at a
future date, which may be any fixed number of days from the date of the contract
agreed upon by the parties, at a price set at the time of the contract. In
addition, these Funds may engage in currency swaps, which are agreements to
exchange cash flows based on the notional difference among two or more
currencies. See "Swap Agreements." These Funds also may engage in
exchange-listed and OTC currency futures contracts and options thereon, and
exchange listed and OTC options on currencies. See "Options and Futures
Contracts."

These Funds may cross-hedge currencies by entering into transactions to
purchase or sell one or more currencies that are expected to increase or decline
in value relative to other currencies to which the Funds have, or in which the
Funds expect to have, exposure. To reduce the effect of currency fluctuation on
the value of existing or anticipated holdings of their securities, these Funds
may also engage in proxy hedging. Proxy hedging is used when the currency to
which a portfolio holding is exposed is difficult to hedge generally or
difficult to hedge against the U.S. dollar. Proxy hedging entails entering into
a forward contract to buy U.S. dollars and to sell a currency, the changes in
the value of which generally are considered to be linked to the currency to
which the portfolio holding is exposed. The amount of the contract would not
exceed the market value of the Fund's securities denominated in the linked
currency.

The use of currency transactions to protect the value of a Fund's
assets against a decline in the value of a currency does not eliminate
fluctuations in the value of the Fund's underlying securities. Further, these
Funds may enter into currency transactions only with counterparties that the
Sub-Adviser deems to be creditworthy.

OPTIONS AND FUTURES CONTRACTS

In seeking to protect against the effect of changes in equity market
values, currency exchange rates or interest rates that are adverse to the
present or prospective position of the Funds, for cash flow management, and, to
a lesser extent, to enhance returns, the Capital Appreciation Fund, the Dividend
and Growth Fund, the Index Fund, the International Opportunities Fund, the Small
Company Fund, the Stock Fund, the Advisers Fund, the International Advisers
Fund, the Bond Fund and the Mortgage Securities Fund may employ

<PAGE>

certain hedging, income enhancement and risk management techniques, including
the purchase and sale of options, futures and options on futures involving
equity and debt securities and foreign currencies, aggregates of equity and debt
securities, indices of prices of equity and debt securities, and other financial
indices. A Fund's ability to engage in these practices may be limited by tax
considerations and certain other legal considerations.

These Funds may write covered call options or purchase covered put
options on portfolio securities as a partial hedge (to the extent of the premium
received less transaction costs) against a decline in the value of portfolio
securities and in circumstances in which the Adviser or the Sub-Adviser
anticipates that the price of the underlying securities will not increase above
the exercise price of the option by an amount greater than the premium received
(less transaction costs incurred) by the Fund. This strategy limits potential
capital appreciation in the portfolio securities subject to the put or call
option.

These Funds may also write covered put and call options and purchase
put and call options on foreign currencies to hedge against the risk of foreign
exchange fluctuations on foreign securities the particular Fund holds in its
portfolio or that it intends to purchase. For example, if a Fund enters into a
contract to purchase securities denominated in foreign currency, it could
effectively establish the maximum U.S. dollar cost of the securities by
purchasing call options on that foreign currency. Similarly, if a Fund held
securities denominated in a foreign currency and anticipated a decline in the
value of that currency against the U.S. dollar, the Fund could hedge against
such a decline by purchasing a put option on the foreign currency involved.

In addition, these Funds may purchase put and call options and write
covered put and call options on aggregates of equity and debt securities,
indices of prices of equity and debt securities and other financial indices, and
may enter into futures contracts and options thereon for the purchase or sale of
aggregates of equity and debt securities, indices of equity and debt securities
and other financial indices, all for the purpose of protecting against potential
changes in the market value of portfolio securities or in interest rates.
Aggregates are composites of equity or debt securities that are not tied to a
commonly known index. An index is a measure of the value of a group of
securities or other interests. An index assigns relative values to the
securities included in that index, and the index fluctuates with changes in the
market value of those securities.

These Funds may write covered options only. "Covered" means that, so
long as a Fund is obligated as the writer of a call option, it will own either
the underlying securities or currency or an option to purchase the same
underlying securities or currency having an expiration date not earlier than the
expiration date of the covered option and an exercise price equal to or less
than the exercise price of the covered option, or will establish or maintain
with its custodian for the term of the option a segregated account consisting of
cash, U.S. Government securities or other liquid, high grade debt obligations
having a value equal to the fluctuating market value of the optioned securities
or currencies. A Fund will cover any put option it writes by maintaining a
segregated account with its custodian as described above. A Fund will not write
covered call options on portfolio securities representing more than 25% of the
value of its total assets.

To hedge against fluctuations in currency exchange rates, these Funds
may purchase or sell foreign currency futures contracts, and write put and call
options and purchase put and call

<PAGE>

options on such futures contracts. For example, a Fund may use foreign currency
futures contracts when it anticipates a general weakening of the foreign
currency exchange rate that could adversely affect the market values of the
Fund's foreign securities holdings. In this case, the sale of futures contracts
on the underlying currency may reduce the risk of the Fund of a reduction in
market value caused by foreign currency variations and, by so doing, provide an
alternative to the liquidation of securities positions in the Fund and resulting
transaction costs. When the Fund anticipates a significant foreign exchange rate
increase while intending to invest in a non-U.S. security, the Fund may purchase
a foreign currency futures contract to hedge against a rise in foreign exchange
rates pending completion of the anticipated transaction. Such a purchase of a
futures contract would serve as a temporary measure to protect the Fund against
any rise in the foreign exchange rate that may add additional costs to acquiring
the non-U.S. security position. The Fund similarly may use futures contracts on
equity and debt securities to hedge against fluctuations in the value of
securities it owns or expects to acquire.

These Funds also may purchase call or put options on foreign currency
futures contracts to obtain a fixed foreign exchange rate at limited risk. A
Fund may purchase a call option on a foreign currency futures contract to hedge
against a rise in the foreign exchange rate while intending to invest in a
non-U.S. security of the same currency. A Fund may purchase put options on
foreign currency futures contracts to hedge against a decline in the foreign
exchange rate or the value of its non-U.S. portfolio securities. A Fund may
write a call option on a foreign currency futures contract as a partial hedge
against the effects of declining foreign exchange rates on the value of non-U.S.
securities and in circumstances in which the Fund anticipates that the foreign
exchange rate will not increase above the exercise price of the option by an
amount greater than the premium received (less transaction costs incurred by the
Fund). This strategy will limit potential capital appreciation in the underlying
currency.

To the extent that a Fund enters into futures contracts, options on
futures contracts and options on foreign currencies that are traded on an
exchange regulated by the CFTC, in each case that are not for BONA FIDE hedging
purposes (as defined by the CFTC), the aggregate initial margin and premiums
required to establish those positions may not exceed 5% of the liquidation value
of the Fund's portfolio, after taking into account the unrealized profits and
unrealized losses on any such contracts the Fund has entered into. However, the
"in-the-money" amount of such options may be excluded in computing the 5% limit.
Adoption of this guideline will not limit the percentage of the Fund's assets at
risk to 5%.

Although any one Fund may not employ all or any of the foregoing
strategies, its use of options, futures and options thereon and forward currency
contracts (as described under "Currency Transactions") would involve certain
investment risks and transaction costs to which it might not be subject were
such strategies not employed. Such risks include: (1) dependence on a Fund's
ability to predict movements in the prices of individual securities,
fluctuations in the general securities markets or market sections and movements
in interest rates and currency markets; (2) imperfect correlation between
movements in the price of the securities or currencies hedged or used for cover;
(3) the fact that skills and techniques needed to trade options, futures
contracts and options thereon or to use forward currency contracts are different
from those needed to select the securities in which a Fund invests; (4) lack of
assurance that a liquid secondary market will exist for any particular option,
futures contract, option thereon or forward contract at any particular time,
which may affect a Fund's ability to establish or close out a

<PAGE>

position; (5) possible impediments to effective portfolio management or the
ability to meet current obligations caused by the segregation of a large
percentage of a Fund's assets to cover its obligations; and (6) the possible
need to defer closing out certain options, futures contracts, options thereon
and forward contracts in order to continue to qualify for the beneficial tax
treatment afforded "regulated investment companies" under the Code. In the event
that the anticipated change in the price of the securities or currencies that
are the subject of such a strategy does not occur, it may be that a Fund would
have been in a better position had it not used such a strategy at all.

NON-U.S. SECURITIES, INCLUDING ADRS AND GDRS

Each Fund, except the Mortgage Securities Fund and the U.S. Government
Money Market Fund, is permitted to invest a portion of its assets in non-U.S.
securities, including, in the case of permitted equity investments, ADRs and
GDRs, as described under each Fund's investment objective and policies. ADRs are
certificates issued by a U.S. bank or trust company and represent the right to
receive securities of a non-U.S. issuer deposited in a domestic bank or non-U.S.
branch of a U.S. bank. ADRs are traded on a U.S. securities exchange, or in an
over-the-counter market, and are denominated in U.S. dollars. GDRs are
certificates issued globally and evidence a similar ownership arrangement. GDRs
are traded on non-U.S. securities exchanges and are denominated in non-U.S.
currencies. The value of an ADR or a GDR will fluctuate with the value of the
underlying security, will reflect any changes in exchange rates and otherwise
will involve risks associated with investing in non-U.S. securities.

The International Opportunities Fund and the International Advisers
Fund are permitted to invest in Brady Bonds, which are debt securities issued
under the framework of the Brady Plan, an initiative announced by former U.S.
Treasury Secretary Nicholas F. Brady in 1989 as a mechanism for debtor nations
to restructure their outstanding external commercial bank debt. In restructuring
its external debt under the Brady Plan framework, a debtor nation negotiates
with its existing bank lenders as well as multilateral institutions such as the
World Bank and the IMF. The Brady Plan framework, as it has developed,
contemplates the exchange of commercial bank debt for newly issued bonds ("Brady
Bonds"). Brady Bonds may also be issued in respect of new money being advanced
by existing lenders in connection with debt restructuring. Agreements
implemented under the Brady Plan to date are designed to achieve debt and
debt-service reduction through specific options negotiated by a debtor nation
with its creditors. As a result, the financial packages offered by each country
differ. Brady Bonds issued to date may be purchased and sold in the secondary
markets through U.S. securities dealers and other financial institutions and are
generally maintained through European securities depositories. See also "High
Yield Securities."

Investing in securities issued by non-U.S. companies involves
considerations and potential risks not typically associated with investing in
obligations issued by U.S. companies. Less information may be available about
non-U.S. companies than about U.S. companies and non-U.S. companies generally
are not subject to uniform accounting, auditing and financial reporting
standards or to other regulatory practices and requirements comparable to those
applicable to U.S. companies. The values of non-U.S. investments are affected by
changes in currency rates or exchange control regulations, restrictions or
prohibition on the repatriation of non-U.S. currencies, application of non-U.S.
tax laws, including withholding taxes, changes in

<PAGE>

governmental administration or economic or monetary policy (in the U.S. or
outside the U.S.) or changed circumstances in dealings between nations. Costs
are also incurred in connection with conversions between various currencies.

Investing in non-U.S. sovereign debt will expose a Fund to the direct
or indirect consequences of political, social or economic changes in the
developing and emerging countries that issue the securities. The ability and
willingness of sovereign obligors in developing and emerging countries or the
governmental authorities that control repayment of their external debt to pay
principal and interest on such debt when due may depend on general economic and
political conditions within the relevant country. Countries such as those in
which the Funds may invest have historically experienced, and may continue to
experience, high rates of inflation, high interest rates, exchange rate trade
difficulties and unemployment. Some of these countries are also characterized by
political uncertainty or instability. Additional factors which may influence the
ability or willingness to service debt include, but are not limited to, a
country's cash flow situation, the availability of sufficient foreign exchange
on the date a payment is due, the relative size of its debt service burden to
the economy as a whole, and its government's policy towards the IMF, the World
Bank and other international agencies.

MORTGAGE-RELATED SECURITIES

The mortgage-related securities in which the International
Opportunities Fund, International Advisers Fund, Advisers Fund and Bond Fund may
invest, and the Mortgage Securities Fund principally invests, provide funds for
mortgage loans made to residential home buyers. These include securities which
represent interests in pools of mortgage loans made by lenders such as savings
and loan institutions, mortgage bankers, commercial banks and others. Pools of
mortgage loans are assembled for sale to investors (such as the Funds) by
various governmental, government-related and private organizations. These Funds
may also invest in similar mortgage-related securities which provide funds for
multi-family residences or commercial real estate properties. CMOs will also be
considered mortgage-related securities.

Interests in pools of mortgage-related securities differ from other
forms of debt securities, which normally provide for periodic payment of
interest in fixed amounts with principal payments at maturity or specified call
dates. Instead, these securities provide a monthly payment which consists of
both interest and principal payments. In effect, these payments are a
"pass-through" of the monthly payments made by the individual borrowers on their
mortgage loans, net of any fees paid to the issuer, servicer, insurer or
guarantor of such securities. Additional payments are caused by repayments of
principal resulting from the sale of the underlying property, refinancing or
foreclosure, net of fees or costs which may be incurred. Some mortgage-related
securities (such as GNMA securities) are described as "modified pass-through."
These securities entitle the holder to receive all interest and principal
payments owed on the mortgage pool, net of certain fees, regardless of whether
or not the mortgagor actually makes the payment.

The principal governmental (i.e., backed by the full faith and credit
of the U.S. Government) guarantor of mortgage-related securities is the GNMA.
GNMA is a wholly-owned United States Government corporation within the
Department of Housing and Urban

<PAGE>

Development. GNMA is authorized to guarantee, with the full faith and credit of
the U.S. Government, the timely payment of principal and interest on securities
known as Ginnie Maes issued by institutions approved by GNMA (such as savings
and loan institutions, commercial banks and mortgage bankers) and backed by
pools of FHA-insured or VA-guaranteed mortgages.

Government-related (i.e., not backed by the full faith and credit of
the U.S. Government) guarantors include the FNMA and the FHLMC. FNMA is a
government-sponsored corporation owned entirely by private stockholders. It is
subject to general regulation by the Secretary of Housing and Urban Development.
FNMA purchases residential mortgages from a list of approved seller/servicers
which include state and federally-chartered savings and loan associations,
mutual savings banks, commercial banks and credit unions and mortgage bankers.
Pass-through securities known as Fannie Maes issued by FNMA are guaranteed as to
timely payment of principal and interest by FNMA but are not backed by the full
faith and credit of the U.S. Government. FHLMC is a corporate instrumentality of
the U.S. Government created by Congress in 1970 for the purpose of increasing
the availability of mortgage credit for residential housing. Its stock is owned
by the twelve Federal Home Loan Banks. FHLMC issues Participation Certificates
("PCS") known as Freddy Macs which represent interests in mortgages from
portfolios created by FHLMC. FHLMC guarantees the timely payment of interest and
ultimate collection of principal but PCS are not backed by the full faith and
credit of the United States Government.

Commercial banks, savings and loan institutions, private mortgage
insurance companies, investment banks, mortgage bankers and other secondary
market issuers also create pass-through pools of conventional residential
mortgage loans. Such issuers may in addition be the originators of the
underlying mortgage loans as well as the guarantors of the mortgage-related
securities. Pools created by such non-governmental issuers generally offer a
higher rate of interest than government and government-related pools because
there are no direct or indirect government guarantees of payments in the former
pools. However, timely payment of interest and principal in these pools is
supported by various forms of insurance or guarantees, including individual
loan, title, pool and hazard insurance. The insurance and guarantees are issued
by government entities, private insurers and the mortgage poolers. Such
insurance and guarantees and the credit worthiness of the issuers thereof will
be considered in determining whether a mortgage-related security meets a Fund's
investment quality standards. There can be no assurance that the private
insurers can meet their obligations under the policies. These Funds may buy
mortgage-related securities without insurance or guarantees if through an
examination of the loan experience and practices of the poolers the Adviser or
Sub-Adviser determines that the securities meet the Fund's quality standards.
Although the market for such securities is becoming increasingly liquid,
securities issued by certain private organizations may not be readily
marketable.

These Funds may invest in CMOs, which are securities collateralized by
mortgages or mortgage-backed securities. CMOs are issued with a variety of
classes or series, which have different maturities.

These Funds expect that governmental, government-related or private
entities may create mortgage loan pools offering pass-through investments in
addition to those described above. The mortgages underlying these securities may
be alternative mortgage instruments, that is, mortgage instruments whose
principal or interest payments may vary or whose terms to maturity may differ

<PAGE>

from customary long-term fixed rate mortgages. These Funds may invest in
stripped mortgage-backed securities, which security is separated into the
interest and principal component of a mortgage backed security and are sold as
separate securities. As new types of mortgage-related securities are developed
and offered to investors, the Adviser or Sub-Adviser will, consistent with a
Fund's investment objective, policies and quality standards, consider making
investments in such new types of securities.

ASSET-BACKED SECURITIES

The International Opportunities Fund, the International Advisers Fund,
the Advisers Fund, the Bond Fund, the Mortgage Securities Fund, and the Money
Market Fund may invest in asset-backed securities. The securitization techniques
used for asset-backed securities are similar to those used for mortgage-related
securities. The collateral for these securities has included home equity loans,
automobile and credit card receivables, boat loans, computer leases, airplane
leases, mobile home loans, recreational vehicle loans and hospital account
receivables. These Funds may invest in these and other types of asset-backed
securities that may be developed in the future.

SWAP AGREEMENTS

Each Fund, except the Index Fund, the U.S. Government Money Market Fund
and the Money Market Fund, may enter into interest rate swaps, currency swaps,
and other types of swap agreements such as caps, collars, and floors. In a
typical interest rate swap, one party agrees to make regular payments equal to a
floating interest rate multiplied by a "notional principal amount," in return
for payments equal to a fixed rate multiplied by the same amount, for a
specified period of time. If a swap agreement provides for payments in different
currencies, the parties might agree to exchange the notional principal amount as
well. Swaps may also depend on other prices or rates, such as the value of an
index or mortgage prepayment rates.

In a typical cap or floor agreement, one party agrees to make payments
only under specified circumstances, usually in return for payment of a fee by
the other party. For example, the buyer of an interest rate cap obtains the
right to receive payments to the extent that a specified interest rate exceeds
an agreed-upon level, while the seller of an interest rate floor is obligated to
make payments to the extent that a specified interest rate falls below an
agreed-upon level. An interest rate collar combines elements of buying a cap and
selling a floor.

Swap agreements will tend to shift a Fund's investment exposure from
one type of investment to another. For example, if a Fund agreed to exchange
floating rate payments for fixed rate payments, the swap agreement would tend to
decrease the Fund's exposure to rising interest rates. Caps and floors have an
effect similar to buying or writing options. Depending on how they are used,
swap agreements may increase or decrease the overall volatility of a Fund's
investments and its share price and yield.

MONEY MARKET INSTRUMENTS

The Funds may invest in high quality money market instruments,
including, but not limited to: (1) securities issued or guaranteed by
governments, their agencies or instrumentalities; (2)

<PAGE>

commercial paper; (3) certificates of deposit; (4) bankers' acceptances and
other bank obligations; and (5) repurchase agreements involving any of the
foregoing. The U.S. Government Money Market Fund may only invest in high quality
money market instruments, issued or guaranteed by the U.S. Government, its
agencies or instrumentalities.

INVESTMENT GRADE SECURITIES

The U.S. Government Money Market Fund and the Money Market Fund are
permitted to invest only in high-quality short-term instruments as defined by
Rule 2a-7 under the 1940 Act. Each of the other Funds is permitted to invest in
investment grade securities (i.e., rated as low as "Baa" by Moody's and as low
as "BBB" by S&P, and unrated securities of comparable quality as determined by
the Adviser or Sub-Adviser). Debt securities carrying the fourth highest rating
(i.e., "Baa" by Moody's and "BBB" by S&P, and unrated securities of comparable
quality as determined by the Adviser or Sub-Adviser) are viewed to have adequate
capacity for payment of principal and interest, but do involve a higher degree
of risk than that associated with investments in debt securities in the higher
rating categories and such bonds lack outstanding investment characteristics and
do have speculative characteristics.

HIGH YIELD SECURITIES

To the extent described in their investment policies, the Capital
Appreciation Fund, the International Opportunities Fund and the International
Advisers Fund are permitted to invest in high yield securities, commonly known
as "junk bonds" (i.e., rated as low as "C" by Moody's and by S&P, and unrated
securities of comparable quality as determined by the Sub-Adviser). Securities
in the rating categories below Baa as determined by Moody's and BBB as
determined by S&P are considered to be of poor standing and predominantly
speculative. The rating services' descriptions of securities in the lower rating
categories, including their speculative characteristics, are set forth in the
Appendix to this Prospectus. These securities are considered to have extremely
poor prospects of ever attaining any real investment standing, to have a current
identifiable vulnerability to default, to be unlikely to have the capacity to
pay interest and repay principal when due in the event of adverse business,
financial or economic conditions, and/or to be in default or not current in the
payment of interest or principal. These securities are considered speculative
with respect to the issuer's capacity to pay interest and repay principal in
accordance with the terms of the obligations. Accordingly, it is possible that
these types of factors could, in certain instances, reduce the value of
securities held by a Fund with a commensurate effect on the value of the Fund's
shares.

OTHER RISK FACTORS

As mutual funds that primarily invest in equity and/or debt securities,
each Fund is subject to market risk, i.e., the possibility that equity and/or
debt prices in general will decline over short or even extended periods of time.
The financial markets tend to be cyclical, with periods when security prices
generally rise and periods when security prices generally decline.

<PAGE>

The value of the debt securities in which the Funds invest will tend to
increase when interest rates are falling and to decrease when interest rates are
rising.

No Fund should be considered to be a complete investment program in and
of itself. Each prospective purchaser should take into account his or her own
investment objectives as well as his or her other investments when considering
the purchase of shares of any investment company.

There can be no assurance that the investment objectives of the Funds
will be met. In addition, the risk inherent in investing in the Funds is common
to any security -- the net asset value will fluctuate in response to changes in
economic conditions, interest rates and the market's perception of the
underlying portfolio securities of each Fund.

HIMCO, as Adviser to certain Funds, and WMC, as Sub-Adviser to certain
Funds, attempt, in pursuit of a Fund's investment objective, to select
appropriate individual securities for inclusion in a Fund's portfolio. In
addition, HIMCO and WMC attempt to successfully forecast market trends and
increase investments in the types of securities best suited to take advantage of
such trends. Thus, the investor is dependent on HIMCO's and WMC's success not
only in selecting individual securities, but also in identifying attractive
asset classes to determine the total mix of invested assets.

MANAGEMENT OF THE FUNDS

Each Fund's Board of Directors manages the business and affairs of that
Fund and takes action on all matters not reserved for the shareholders,
including the annual election of officers of the Fund who carry out all orders
and resolutions of the Board of Directors and carry out functions relating to
the day to day management of the affairs of the Fund.

INVESTMENT ADVISORY AND MANAGEMENT SERVICES

HIMCO serves as investment adviser or manager to each Fund. HIMCO
serves as investment adviser to the Bond Fund, the Money Market Fund, the U.S.
Government Money Market Fund, the Mortgage Securities Fund and the Index Fund,
pursuant to Investment Advisory Agreements, effective as of April l, 1988 for
the Bond Fund, November 1, 1984 for the Money Market Fund and the U.S.
Government Money Market Fund, October 19, 1984 for the Mortgage Securities Fund,
and October 1, 1987 for the Index Fund. HIMCO serves as investment manager for
the Advisers Fund, the Capital Appreciation Fund and the Stock Fund, pursuant to
Investment Management Agreements, effective as of August 1, 1984 with each Fund.
Each of these agreements was approved by the Funds' Board of Directors on July
17, 1984, was renewed on August 1, 1986 and has been reapproved each year since.
Each of these agreements was approved by the shareholders on October 31, 1984.

HIMCO serves as the investment manager for the International
Opportunities Fund, pursuant to an Investment Management Agreement, effective as
of July 2, 1990, with the Fund. This agreement was approved by the Fund's Board
of Directors on January 30, 1990, was renewed on July 2, 1992 and has been
reapproved each year since, and was approved by the Fund's shareholders on April
22, 1991. HIMCO serves as the investment manager for the Small

<PAGE>

Company Fund pursuant to an Investment Management Agreement, effective as of
_____, 1996, with the Fund. This Agreement was approved by the Fund's Board of
Directors on January 24, 1996 and by the shareholders on January ___, 1996.

The agreement for the Bond Fund was approved by the Fund's Board of
Directors on January 25, 1988, was renewed on April 1, 1990 and has been
re-approved each year since. The agreement for the Bond Fund was approved by the
shareholders of the Fund on July 26, 1988. The agreement for the Money Market
Fund was approved by the Fund's Board of Directors on July 17, 1984, was renewed
on November 1, 1986 and has been reapproved each year since. The agreement for
the Money Market Fund was approved by the shareholders of the Fund on October
31, 1984. The agreement for the U.S. Government Money Market Fund was approved
by the Fund's Board of Directors on July 17, 1984, was renewed on November 1,
1986 and has been reapproved each year since. The agreement for the U.S.
Government Money Market Fund was approved by the shareholders of the Fund on
October 31, 1984. The agreement for the Mortgage Securities Fund was approved by
the Fund's Board of Directors on October 31, 1984, was renewed on October 19,
1986 and has been reapproved each year since. The agreement for the Mortgage
Securities Fund was approved by the shareholders of the Fund on April 23, 1985.
The agreement for the Index Fund was approved by the Fund's Board of Directors
on January 27, 1987, was renewed on October 1, 1989 and has been reapproved each
year since. The agreement for the Index Fund was approved by the shareholders of
the Fund on July 26, 1988.

HIMCO serves as the investment manager for the Dividend and Growth
Fund, pursuant to an Investment Management Agreement, effective as of March 8,
1994, with the Fund. This agreement was approved by the Fund's Board of
Directors on October 26, 1993, and by the Fund's shareholders on March 8, 1994.
HIMCO serves as the investment manager for the International Advisers Fund,
pursuant to an Investment Management Agreement, effective as of March 1, 1995,
with the Fund. This agreement was approved by the Fund's Board of Directors on
October 21, 1994 and by the Fund's shareholders on March 1, 1995.

The Investment Advisory Agreements with respect to the Bond Fund, the
Money Market Fund, the U.S. Government Money Market Fund, the Mortgage
Securities Fund and the Index Fund will remain in effect through April 1, 1997
for the Bond Fund, November 1, 1996 for the Money Market Fund and the U.S.
Government Money Market Fund, October 19, 1996 for the Mortgage Securities Fund
and October 1, 1996 for the Index Fund, unless sooner terminated or reapproved.
The Investment Management Agreements with respect to the Advisers Fund, the
Capital Appreciation Fund and the Stock Fund will remain in effect through
August 1, 1996, unless sooner terminated or reapproved. The Investment
Management Agreement with respect to the International Opportunities Fund will
remain in effect through July 2, 1996, unless sooner terminated. The Investment
Management Agreement with respect to the Dividend and Growth Fund will remain in
effect through March 8, 1997, unless sooner terminated or reapproved. The
Investment Management Agreement with respect to the International Advisers Fund
will remain in effect through February 28, 1997, unless sooner terminated or
reapproved.

For 1995, the advisory and management fees for the Funds were as
follows: Advisers Fund, $16,044,763; Capital Appreciation Fund, $7,715,873; Bond
Fund, $906,000; Dividend and Growth Fund, $757,373; Index Fund, $447,326;
International Opportunities Fund, $3,213,660; International Advisers Fund $0;
Money Market Fund, $762,534; Mortgage Securities Fund,

<PAGE>

$790,058; Stock Fund, $4,134,925; and U.S. Government Money Market Fund,
$24,282.

Under the terms of the Investment Advisory Agreements, HIMCO has
responsibility for the investment decisions with respect to the assets of the
Bond Fund, the Money Market Fund, the U.S. Government Money Market Fund, the
Mortgage Securities Fund and the Index Fund. HIMCO continuously provides the
Funds' Board of Directors with an investment program for its consideration and,
upon approval of the program by the Board, HIMCO implements the same by placing
orders for the purchase or sale of securities.

The investment advisory fee for the Money Market Fund, the U.S.
Government Money Market Fund and the Mortgage Securities Fund is .25% annually
of the value of the average daily net assets of each Fund. The investment
advisory fee for the Index Fund is .20% annually of the value of the average
daily net assets of the Fund. The investment advisory fee for the Bond Fund is:

.325% annually of the value of the average daily net assets of the Fund
up to $250,000,000;
.30% annually of the value of the next $250,000,000 of the average
daily net assets of the Fund;
.275% annually of the value of the next $500,000,000 of the average
daily net assets of the Fund;
.25% annually of the value of the average daily net assets of the Fund
in excess of $1,000,000,000.

Under the terms of the Investment Management Agreements, HIMCO, subject
to the supervision of the Funds' Board of Directors, provides investment
management supervision to the Stock Fund, the Advisers Fund, the Capital
Appreciation Fund, the International Opportunities Fund, the Small Company Fund,
the Dividend and Growth Fund and the International Advisers Fund in accordance
with the Funds' investment objectives, policies and restrictions. HIMCO's
responsibilities include: (1) Engaging, subject to consultation with the Funds'
Board of Directors, the services of one or more firms to serve as investment
sub-adviser to the Funds; (2) Reviewing from time to time the investment
policies and restrictions of the Funds in light of the Funds' performance and
otherwise and, after consultation with the investment sub-adviser, recommending
any appropriate changes to the Funds' Board of Directors; (3) Supervising the
investment program prepared for the Funds by the investment sub-adviser; (4)
Monitoring on a continuing basis the performance of the Funds' portfolio
securities; (5) Arranging for the provision of such economic and statistical
data as HIMCO shall determine or as may be requested by the Funds' Board of
Directors; (6) Providing the Funds' Board of Directors with such information
concerning important economic and political developments as HIMCO shall deem
appropriate or as shall be requested by the Funds' Board of Directors.

For services rendered to the Funds, HIMCO charges a monthly fee based
on the following annual rates as applied to the average of the calculated daily
net asset value of the Funds.

Advisers Fund, Capital Appreciation Fund, Dividend and Growth Fund,
International Advisers Fund, International Opportunities Fund and Small Company
Fund:

<PAGE>

.575% annually of the value of the average daily net assets of the Fund
up to $250,000,000;
.525% annually of the next $250,000,000 of the value of the average
daily net assets of the Fund;
.475% annually of the next $500,000,000 of the value of the average
daily net assets of the Fund;
.425% annually of the value of the average daily net asset of the Fund
in excess of $1,000,000,000.

HIMCO has agreed to waive its fees for the Small Company Fund until the
assets of this Fund (excluding assets contributed by companies affiliated with
HIMCO) first reach $20 million.

Stock Fund:

.325% annually of the value of the average daily net assets of the Fund
up to $250,000,000;
.300% annually of the value of the next $250,000,000 of the average
daily net assets of the Fund;
.275% annually of the next $500,000,000 of the value of the average
daily net assets of the Fund;
.250% annually of the value of the average daily net assets of the
Fund in excess of $1,000,000,000.

HIMCO, Hartford Plaza, Hartford, Connecticut 06115, is a wholly-owned
subsidiary of Hartford Life Insurance Company ("HL") and was organized under the
laws of the State of Connecticut in 1981. HIMCO also serves as investment
adviser to several other HL-sponsored funds which are also registered with the
SEC. HL is ultimately owned by Hartford Fire Insurance Company, one of the
largest multiple lines insurance carriers in the United States. Hartford Fire
Insurance Company is a subsidiary of ITT Hartford Group, Inc.

Certain officers of the Funds are also officers and/or directors of
HIMCO; Joseph H. Gareau is a Director and the President of HIMCO; Andrew W.
Kohnke is a Managing Director and a Director of HIMCO; J. Richard Garrett is the
Treasurer of HIMCO; and Charles M. O'Halloran is Vice President, Secretary and
General Counsel of HIMCO.

INVESTMENT SUB-ADVISORY SERVICES

WMC serves as Sub-Adviser to the International Opportunities Fund,
pursuant to an Investment Sub-Advisory Agreement, effective as of July 2, 1990,
with the Fund. This agreement was approved by the Fund's Board of Directors on
January 30, 1990, was renewed on July 2, 1992 and has been reapproved each year
since. It was approved by the Fund's shareholders on April 22, 1991. WMC serves
as Sub-Adviser to the Small Company Fund pursuant to and Investment Sub-Advisory
Agreement, effective as of ____, 1996, with the Fund. This agreement was
approved by the Fund's Board of Directors on January 24, 1996 and by the
shareholders on

<PAGE>

January ___, 1996. WMC serves as Sub-Adiser to the Dividend and Growth Fund,
pursuant to an Investment Sub-Advisory Agreement, effective as of March 8, 1994,
with the Fund. This agreement was approved by the Fund's Board of Directors on
October 26, 1993, and by the Fund's shareholders on March 8, 1994. WMC serves as
Sub-Adviser to the Advisers Fund, the Capital Appreciation Fund and the Stock
Fund pursuant to Investment Sub-Advisory Agreements, effective as of May 1, 1994
with each Fund. Each of these agreements was approved by the Fund's Board of
Directors on January 24, 1994 and by the Fund's shareholders on April 26, 1994.
WMC serves as Sub-Adviser to the International Advisers Fund, pursuant to an
Investment Sub-Advisory Agreement, effective as of February 28, 1995, with the
Fund. This agreement was approved by the Fund's Board of Directors on October
21, 1994, and by the Fund's shareholders on March 1, 1995.

Under the terms of the Investment Sub-Advisory Agreements, WMC provides
an investment program to HIMCO for use by HIMCO in rendering services to these
Funds. WMC makes all determinations with respect to the purchase and sale of
portfolio securities (subject to the terms and conditions of the investment
objectives, policies and restrictions of these Funds and to the supervision of
the Funds' Board of Directors and HIMCO) and places, in the name of the Funds,
all orders for execution of these Funds' portfolio transactions. In conjunction
with such activities, WMC regularly furnishes reports to these Funds' Board of
Directors concerning economic forecasts, investment strategy, portfolio activity
and performance of the Funds.

For services rendered to these Funds, WMC charges a quarterly fee to
HIMCO. The Funds will not pay WMC's fee nor any part thereof, nor will the Funds
have any obligation or responsibility to do so. WMC's quarterly fee is based
upon the following annual rates as applied to the average of the calculated
daily net asset value of each Fund.

Advisers Fund, Stock Fund and Dividend and Growth Fund:

.325% annually of the value of the average daily net assets of the Fund
up to $50,000,000;
.25% annually of the next $100,000,000 of the value of the average
daily net assets of the Fund;
.20% annually of the next $350,000,000 of the value of the average
daily net assets of the Fund;
.15% annually of the value of the average daily net assets of the Fund
in excess of $500,000,000.

Capital Appreciation Fund, International Opportunities Fund, Small
Company Fund and International Advisers Fund:

.40% annually of the value of the average daily net assets of the Fund
up to $50,000,000;
.30% annually of the next $100,000,000 of the value of the average
daily net assets of the Fund;
.25% annually of the next $350,000,000 of the value of the average
daily net assets of the Fund;
.20% annually of the value of the average daily net assets of the Fund
in excess of

<PAGE>

$500,000,000.

WMC has agreed to waive its fees for the Small Company Fund until the
assets of each of the Fund (excluding assets contributed by companies affiliated
with HIMCO) first reach $20 million.

The Investment Sub-Advisory Agreements with respect to the Advisers
Fund, the Capital Appreciation Fund and the Stock Fund will remain in effect
through May 1, 1996, unless sooner terminated or reapproved. The Investment
Sub-Advisory Agreement with respect to the International Opportunities Fund will
remain in effect through July 2,1996, unless sooner terminated or reapproved.
The Investment Sub-Advisory Agreement with respect to the Dividend and Growth
Fund will remain in effect through March 8, 1997, unless sooner terminated. The
Investment Sub- Advisory Agreement with respect to the International Advisers
Fund will remain in effect through February 28, 1997, unless sooner terminated
or reapproved. The Investment Sub-Advisory Agreement with respect to the Small
Company Fund will remain in effect through _______, 1998, unless sooner
terminated or reapproved.

WMC is a professional investment counseling firm which provides
investment services to investment companies, employee benefit plans, endowments,
foundations, and other institutions and individuals. As of December 31, 1995,
WMC held discretionary management authority with respect to approximately $109
billion of client assets. WMC and its predecessor organizations have provided
investment advisory services to investment companies since 1933 and to
investment counseling clients since 1960. WMC, 75 State Street, Boston, MA
02109, is a Massachusetts general partnership, of which the following persons
are managing partners: Robert W. Doran, Duncan M. McFarland, and John R. Ryan.

PORTFOLIO MANAGERS

Saul J. Pannell, Senior Vice President of WMC, serves as portfolio
manager to the Capital Appreciation Fund. Mr. Pannell has been a portfolio
manager with WMC since 1979.

Laurie A. Gabriel, CFA and Senior Vice President of WMC, serves as
portfolio manager to the Dividend and Growth Fund. Ms. Gabriel joined WMC in
1976. She has been a quantitative research analyst with WMC since 1986, and took
on portfolio management responsibilities in 1987.

The International Opportunities Fund is managed by WMC's Global Equity
Strategy Group, headed by Trond Skramstad, Senior Vice President of WMC. The
Global Equity Strategy Group is comprised of global portfolio managers and
senior investment professionals. No person or persons is primarily responsible
for making recommendations to or within the Global Equity Strategy Group. Prior
to joining WMC in 1993, Mr. Skramstad was a global equity portfolio manager at
Scudder, Stevens & Clark since 1990.

Kenneth L. Abrams, Senior Vice President of WMC, serves as portfolio
manager to the Small Company Fund. Mr. Abrams has been an emerging company
research analyst with WMC since 1986 and has been a portfolio manager with WMC
since 1990.

<PAGE>

Rand L. Alexander, Senior Vice President of WMC, serves as portfolio
manager to the Stock Fund. Mr. Alexander has been a portfolio manager with WMC
since 1990.

Paul D. Kaplan, Senior Vice President of WMC, serves as portfolio
manager to the Advisers Fund. Mr. Kaplan manages the fixed income component of
the Advisers Fund. He has been a portfolio manager with WMC since 1982. Rand L.
Alexander, who is portfolio manager to the Stock Fund, manages the equity
component of the Advisers Fund.

The equity component of the International Advisers Fund is managed by
WMC's Global Equity Strategy Group, headed by Trond Skramstad. The debt
component of the International Advisers Fund is managed by Robert Evans, Vice
President of WMC. Prior to joining WMC as a portfolio manager in 1995, Mr. Evans
was a Senior Global Fixed Income Portfolio Manager with Pacific Investment
Management Company from 1991 through 1994, and in the Global Fixed Income
Department of Lehman Brothers International in London, England and New York
City, New York from 1985 through 1990.

The Bond Fund is managed by Alison D. Granger. Ms. Granger, a Senior
Vice President of HIMCO and Assistant Vice President of Hartford Life Insurance
Company, joined ITT Hartford in 1993 as a senior corporate bond trader. She
became Director of Trading in 1994 and a portfolio manager in 1995. From 19__ to
1993, Ms. Granger was a corporate bond portfolio manager at The Home Insurance
Company and Axe-Houghton Management.

The Mortgage Securities Fund is managed by Timothy J. Wilhide. Mr.
Wilhide is a Portfolio Manager and Vice President of HIMCO. He has 17 years of
experience in the fixed income markets. Prior to joining ITT Hartford in June
1994, Mr. Wilhide was vice president and fixed income manager for J.P. Morgan &
Co. He received his B.A. from Gannon University and his MBA from the University
of Delaware.

ADMINISTRATIVE SERVICES FOR THE FUNDS

An Administrative Services Agreement between each Fund and HL provides
that HL will manage the business affairs and provide administrative services to
each Fund. Under the terms of these Agreements, HL will provide the following:
administrative personnel, services, equipment and facilities and office space
for proper operation of the Funds. HL has also agreed to arrange for the
provision of additional services necessary for the proper operation of the
Funds, although the Funds pay for these services directly. See "Expenses of the
Funds." As compensation for the services to be performed by HL, each Fund pays
to HL, as promptly as possible after the last day of each month, a monthly fee
equal to the annual rate of .175% of the average daily net assets of the Fund.

EXPENSES OF THE FUNDS

Each Fund shall assume and pay the following costs and expenses:
interest; taxes;

<PAGE>

brokerage charges (which may be to affiliated broker-dealers); costs of
preparing, printing and filing any amendments or supplements to the registration
forms of each Fund and its securities; all federal and state registration,
qualification and filing costs and fees, (except the initial costs and fees,
which will be borne by HL), issuance and redemption expenses, transfer agency
and dividend and distribution disbursing agency costs and expenses; custodian
fees and expenses; accounting, auditing and legal expenses; fidelity bond and
other insurance premiums; fees and salaries of directors, officers and employees
of each Fund other than those who are also officers of HL; industry membership
dues; all annual and semiannual reports and prospectuses mailed to each Fund's
shareholders as well as all quarterly, annual and any other periodic report
required to be filed with the SEC or with any state; any notices required by a
federal or state regulatory authority, and any proxy solicitation materials
directed to each Fund's shareholders as well as all printing, mailing and
tabulation costs incurred in connection therewith, and any expenses incurred in
connection with the holding of meetings of each Fund's shareholders and other
miscellaneous expenses related directly to the Funds' operations and interest.

The total expenses of each Fund including administrative and investment
advisory fees for 1995 as a percentage of the Funds' average net assets were as
follows: Stock Fund, .48%; Bond Fund, .53%; Money Market Fund, .45%; U.S.
Government Money Market Fund, .57%; Advisers Fund, .66%; Capital Appreciation
Fund, .68%; Mortgage Securities Fund, .68%; Index Fund .39%; International
Opportunities Fund, .86%; Dividend and Growth Fund, .77%; International Advisers
Fund, .65%. The Small Company Fund did not commence operations in 1995.

PERFORMANCE RELATED INFORMATION

The Funds may advertise certain performance related information.
Performance information about a Fund is based on the Fund's past performance
only and is no indication of future performance.

Each Fund may include its total return in advertisements or other sales
material. When a Fund advertises its total return, it will usually be calculated
for one year, five years, and ten years or some other relevant periods 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 U.S. Government Money Market Fund and the Money Market Fund may
advertise yield and effective yield. The yield of each of those Funds 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.

DIVIDENDS

<PAGE>

The shareholders of each Fund shall be entitled to receive such
dividends as may be declared by each Fund's Board of Directors, from time to
time based upon the investment performance of the assets making up that Fund's
portfolio. The policy with respect to each Fund, except the U.S. Government
Money Market Fund and the Money Market Fund, is to pay dividends from net
investment income monthly and to make distributions of realized capital gains,
if any, once each year. The U.S. Government Money Market Fund and the Money
Market Fund declare dividends on a daily basis and pay them monthly.

Such dividends and distributions 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 and distributions in cash if requested. Such dividends and
distributions will be in cash or in full or fractional shares of the Fund at net
asset value.

NET ASSET VALUE

The net asset value of each Fund's shares will be determined as of the
close of business (currently 4:00 P.M. Eastern Time) on each day the NYSE is
open for trading. Orders for the purchase of a Fund's shares received prior to
the close of the NYSE on any day on which the Fund is open for business will be
priced at the per-share net asset value determined as of the close of the NYSE.
Orders received after the close of the NYSE or on a day on which the NYSE or a
Fund are not open for business will be priced at the per-share net asset value
next determined. The per-share net asset value of the shares each Fund will be
determined by dividing the value of the Fund's assets, less the liabilities, by
the number of outstanding shares issued by the Fund.

Equity securities are valued at the last sales price as of the time
when the valuation is being made. If no sales 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 the asked prices. Debt securities
(other than short-term obligations) including mortgage-backed securities, 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 cost plus interest earned (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 using the value of the investment on the 61st day. 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.

Assets for which market quotations are not readily available are valued
at fair value as determined in good faith by or under the direction of a Fund's
Board of Directors.

<PAGE>

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
ITT Hartford Life Insurance Companies. Shares of the Funds are sold on a no-load
basis at their net asset values. See "Net Asset Value" and "Sale and Redemption
of Shares."

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 Funds simultaneously. Although ITT Hartford Life Insurance
Companies and the Funds do not currently foresee any such disadvantages either
to variable annuity contract owners or variable life insurance policyowners,
each Fund's Board of Directors intends to monitor events in order to identify
any material conflicts between such contract owners and policyowners and to
determine what action, if any, should be taken in response thereto. If the Board
of Directors of a 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 shares of each 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 2999, Hartford, CT
06104-2999. Hartford Equity Sales Company, Inc., Hartford, Connecticut, is the
Fund's principal underwriter. 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 Funds.
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 a Fund of securities owned by it is
not reasonably practicable, or (b) it is not reasonably practicable for a 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 Funds.

FEDERAL INCOME TAXES

Each Fund has elected and intends to qualify under Part I of Subchapter
M of the Code. Each Fund intends to distribute all of its net income and gains
to shareholders. Such distributions are taxable income and capital gains. Each
Fund will inform shareholders of the amount and nature of such income and gains.
Each 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. Each 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 Funds' shares by
the insurer, reference should be made to the section

<PAGE>

entitled "Federal Tax Considerations" in the appropriate separate account
prospectus.

If eligible, each Fund may make an election to pass through to its
shareholders, ITT Hartford Life Insurance Companies, a credit for any foreign
taxes paid during the year. If such election is made, the pass-through of the
foreign tax credit will result in additional taxable income and income tax to
ITT Hartford Life Insurance Companies. 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 ITT Hartford Life Insurance Companies.

OWNERSHIP AND CAPITALIZATION OF THE FUNDS

CAPITAL STOCK

As of the date of this prospectus, the authorized capital stock of the
Funds consisted of the following shares of a par value of $.10 per share:
Advisers Fund, 3 billion; Capital Appreciation Fund, 800 million; Bond Fund, 800
million; Dividend and Growth Fund, 750 million; Index Fund, 400 million;
International Opportunities Fund, 1500 million; Small Company Fund, 750 million;
Money Market Fund, 800 million; Mortgage Securities Fund, 800 million; Stock
Fund, 800 million; U.S. Government Money Market Fund, 100 million; International
Advisers Fund, 750 million.

As of December 31, 1995, Hartford Life Insurance Company owned
10,000,000 shares (35.5%) of the International Advisers Fund.

At December 31, 1995, certain HL group pension contracts held direct
interests in shares of the Funds as follows:

<TABLE>
<CAPTION>
Shares %
------ ----
<S> <C> <C>
Hartford Advisers Fund, Inc. 11,995,216 .55
Hartford Capital Appreciation Fund, Inc. 9,760,293 1.58
Hartford Index Fund, Inc. 12,029,208 7.67
Hartford International Opportunities Fund, Inc. 5,692,699 1.07
Hartford Mortgage Securities Fund, Inc. 15,512,929 5.07
Hartford Stock Fund, Inc. 70,084 .01

</TABLE>

VOTING

Each shareholder shall be entitled to one vote for each share of the
Funds held upon all matters submitted to the shareholders generally. With
respect to the Funds' shares, issued as described above under "Purchase of Fund
Shares," as well as Fund shares which are not otherwise attributable to variable
annuity contract owners or variable life policy holders, the ITT Hartford Life
Insurance Companies shall be the shareholders of record. Each of the ITT
Hartford Life Insurance Companies will vote all Fund shares, pro rata, according
to the written instructions

<PAGE>

of the contract owners of the variable annuity contracts and the policy holders
of the variable life contracts issued by it using the Funds as investment
vehicles. This position is consistent with the policy of the SEC Staff.

OTHER RIGHTS

Each share of Fund stock, when issued and paid for in accordance with
the terms of the offering, will be fully paid and non-assessable. Shares of Fund
stock have no pre-emptive, subscription or conversion rights and are redeemable
as set forth under "Sale and Redemption of Shares." There are no shareholder
pre-emptive rights. Upon liquidation of a Fund, the shareholders of that Fund
shall be entitled to share, pro rata, in any assets of the Fund after discharge
of all liabilities and payment of the expenses of liquidation.

GENERAL INFORMATION

REPORTS TO SHAREHOLDERS

The Funds will issue unaudited semiannual reports showing current
investments in each Fund and other information and annual financial statements
examined by independent auditors for the Funds.

CUSTODIAN, TRANSFER AND DIVIDEND DISBURSING AGENTS

Chase Manhattan Bank, N.A., New York, New York, serves as custodian of
the Funds' assets. Hartford Life Insurance Company, P.O. Box 2999, Hartford,
Connecticut 06104-2999, serves as Transfer and Dividend Disbursing Agent for the
Funds.

"MAJORITY" DEFINED

As used in this Prospectus, the term "majority of the Fund's
outstanding shares" means the vote of: (1) 67% or more of each Fund's shares
present at a meeting, if the holders of more than 50% of the outstanding shares
of each Fund are present or represented by proxy, or (2) more than 50% of each
Fund's outstanding shares, whichever is less.

PENDING LEGAL PROCEEDINGS

As of the date of this Prospectus, there are no pending legal
proceedings involving the Funds or the Adviser or Sub-Adviser as a party.

REQUESTS FOR INFORMATION

This Prospectus does not contain all the information included in the
Registration Statement filed with the SEC. The Registration Statement, including
the exhibits filed therewith, may be examined at the SEC's office in Washington,
D.C. Statements contained in the Prospectus as to the contents of any contract
or other document referred to herein are not necessarily complete, and, in each
instance, reference is made to the copy of such contract or other document

<PAGE>

filed as an exhibit to the Registration Statement of which this Prospectus forms
a part, each such statement being qualified, in all respects by such reference.

For additional information, write to "Hartford Family of Funds", c/o
Individual Annuity Operations, P.O. Box 2999, Hartford, CT 06104-2999.

APPENDIX

The rating information which follows describes how the rating services
mentioned presently rate the described securities. No reliance is made upon the
rating firms as "experts" as that term is defined for securities purposes.
Rather, reliance on this information is on the basis that such ratings have
become generally accepted in the investment business.

RATING OF BONDS

Investments in publicly traded non-convertible corporate debt
securities issued by U.S. corporations will be made in such securities having
one of the four highest ratings assigned to such bonds by Moody's Investors
Service, Inc. ("Moody's") or Standard & Poor's Corporation ("Standard &
Poor's"). Such ratings are as follows:

Moody's

Aaa - Bonds which are rated Aaa are judged to be of the best quality.
They carry the smallest degree of investment risk and are generally referred to
as "gilt edge." Interest payments are protected by a large or by an
exceptionally stable margin and principal is secure. While the various
protective elements are likely to change, such changes as can be visualized are
most unlikely to impair the fundamentally strong position of such issues.

Aa - Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally known as
high grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in Aaa securities or fluctuation of protective
elements may be of greater amplitude or there may be other elements present
which make the long term risks appear somewhat larger than in Aaa securities.

A - Bonds which are rated A possess many favorable investment
attributes and are to be considered as upper medium grade obligations. Factors
giving security to principal and interest are considered adequate but elements
may be present which suggest a susceptibility to impairment sometime in the
future.

Baa - Bonds which are rated Baa are considered as medium grade
obligations, i.e., they are neither highly protected nor poorly secured.
Interest payments and principal security appear adequate for the present but
certain protective elements may be lacking or may be characteristically
unreliable over any great length of time. Such bonds lack outstanding investment
characteristics and in fact have speculative characteristics as well.

<PAGE>

Ba - Bonds which are rated Ba are judged to have speculative elements;
their future cannot be considered as well assured. Often the protection of
interest and principal payments may be very moderate and thereby not well
safeguarded during both good and bad times over the future. Uncertainty of
position characterizes bonds in this class.

B - Bonds which are rated B generally lack characteristics of the
desirable investment. Assurance of interest and principal payments or of
maintenance of other terms of the contract over any long period of time may be
small.

Caa - Bonds which are rated Caa are of poor standing. Such issues may
be in default or there may be present elements of danger with respect to
principal or interest.

Ca - Bonds which are rated Ca represent obligations which are
speculative in a high degree. Such issues are often in default or have other
marked shortcomings.

C - Bonds which are rated C are the lowest rated class of bonds and
issues so rated can be regarded as having extremely poor prospects of ever
earning any real investment standing.

Standard & Poor's

AAA - Bonds rated AAA are the highest grade obligations. Capacity to
pay interest and repay principal is extremely strong.

AA - Bonds rated AA have a very strong capacity to pay interest and
repay principal and differ from AAA issues only in small degree.

A - Bonds rated A have a very strong capacity to pay interest and repay
principal although they are somewhat more susceptible to the considerable
investment strength but are not entirely free from adverse effects of changes in
circumstances and economic conditions than debt in the highest rated categories.

BBB - Bonds rated BBB and regarded as having an adequate capacity to
pay interest and repay principal. Whereas they normally exhibit adequate
protection parameters, adverse economic conditions or changing circumstances are
more likely to lead to a weakened capacity to pay interest and repay principal
for debt in this category then in higher rated categories.

BB, B, CCC, CC, C - Debt rated BB, B, CCC, CC, and C is regarded, on
balance, as predominantly speculative with respect to the issuer's capacity to
pay interest and repay principal in accordance with the terms of the obligation.
While such debt will likely have some quality and protective characteristics,
these are outweighed by large uncertainties or major risk exposures to adverse
conditions.

RATING OF COMMERCIAL PAPER

<PAGE>

Purchases of corporate debt securities used for short-term investment,
generally called commercial paper, will be limited to the top two grades of
Moody's, Standard & Poor's, Duff & Phelps, Fitch Investor Services and Thomson
Bank Watch or other NRSROs (nationally recognized statistical rating
organizations) rating services and will be an eligible security under Rule 2a-7.

Moody's

Issuers rated Prime-1 (or related supporting institutions) have a
superior capacity for repayment of short-term promissory obligations. Prime-1
repayment capacity will normally be evidenced by the following characteristics:

- Leading market positions in well-established industries.

- High rates of return on funds employed.

- Conservative capitalization structures with moderate reliance on debt
and ample asset protection.

- Broad margins in earnings coverage of fixed financial charges and
high internal cash generation.

- Well-established access to a range of financial markets and assured
sources of alternate liquidity.

Issuers rated Prime-2 (or related supporting institutions) have a
strong capacity for repayment of short-term promissory obligations. This will
normally be evidenced by many of the characteristics cited above but to a lesser
degree. Earnings trends and coverage ratios, while sound, will be more subject
to variation. Capitalization characteristics, while still appropriate, may be
more affected by external conditions. Ample alternate liquidity is maintained.

Issuers rated Prime-3 (or related supporting institutions) have an
acceptable capacity for repayment of short-term promissory obligations. The
effect of industry characteristics and market composition may be more
pronounced. Variability in earnings and profitability may result in changes in
the level of debt protection measurements and the requirement for relatively
high financial leverage. Adequate alternate liquidity is maintained.

Issuers rated Not Prime do not fall within any of the Prime rating
categories.

Standard & Poor's

The relative strength or weakness of the following factors determines
whether the issuer's commercial paper is rated A-1 or A-2.

- Liquidity ratios are adequate to meet cash requirements.

<PAGE>

Liquidity ratios are basically as follows, broken down by the type of
issuer:

Industrial Company: acid test ratio, cash flow as a percent of current
liabilities, short-term debt as a percent of current liabilities, short-term
debt as a percent of current assets.

Utility: current liabilities as a percent of revenues, cash flow as a
percent of current liabilities, short-term debt as a percent of capitalization.

Finance Company: current ratio, current liabilities as a percent of net
receivables, current liabilities as a percent of total liabilities.

- The long-term senior debt rating is "A" or better; in some
instances "BBB" credits may be allowed if other factors
outweigh the "BBB".

- The issuer has access to at least two additional channels of
borrowing.

- Basic earnings and cash flow have an upward trend with
allowances made for unusual circumstances.

- Typically, the issuer's industry is well established and the
issuer has a strong position within its industry.

- The reliability and quality of management are unquestioned.

<PAGE>

PART B

STATEMENT OF ADDITIONAL INFORMATION

HARTFORD CAPITAL APPRECIATION FUND, INC.
HARTFORD DIVIDEND AND GROWTH FUND, INC.
HARTFORD INDEX FUND, INC.
HARTFORD INTERNATIONAL OPPORTUNITIES FUND, INC.
HARTFORD SMALL COMPANY FUND, INC.
HARTFORD STOCK FUND, INC.
HARTFORD ADVISERS FUND, INC.
HARTFORD INTERNATIONAL ADVISERS FIND, INC.
HARTFORD BOND FUND, INC.
HARTFORD MORTGAGE SECURITIES FUND, INC.
HVA MONEY MARKET FUND, INC.
HARTFORD U.S. GOVERNMENT MONEY MARKET FUND, INC.

P.O. Box 2999
Hartford, CT 06104-2999

This Statement of Additional Information is not a prospectus. The
information contained herein should be read in conjunction with the prospectus.
To obtain a prospectus send a written request to: "Hartford Family of Funds,"
c/o Individual Annuity Operations, P.O. Box 2999, Hartford, Connecticut
06104-2999.

Date of Prospectus: _______, 1996
Date of Statement of Additional Information: _____, 1996

<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
<S> <C>
INVESTMENT OBJECTIVES OF THE FUNDS .......................

INVESTMENT RESTRICTIONS OF THE FUNDS .....................

PORTFOLIO TURNOVER .......................................

MANAGEMENT OF THE FUND ...................................

CUSTODIAN AND TRANSFER AGENT .............................

INDEPENDENT PUBLIC ACCOUNTANTS ...........................

PORTFOLIO BROKERAGE ......................................

DETERMINATION OF YIELD ...................................

PERFORMANCE COMPARISONS ..................................

MUTUAL FUNDS TOTAL RETURNS ...............................

PRICE MAKE-UP SHEETS .....................................

FINANCIAL STATEMENTS .....................................

APPENDIX I ...............................................

APPENDIX II. .............................................

APPENDIX III .............................................

APPENDIX IV ..............................................

APPENDIX V ...............................................

APPENDIX VI ..............................................

</TABLE>

<PAGE>

INVESTMENT OBJECTIVES OF THE FUNDS

HARTFORD CAPITAL APPRECIATION FUND, INC.:

To achieve growth of capital by investing in securities selected solely
on the basis of potential for capital appreciation; income, if any, is an
incidental consideration.

HARTFORD DIVIDEND AND GROWTH FUND, INC.:

To achieve a high level of current income consistent with growth of
capital and reasonable investment risk.

HARTFORD INDEX FUND, INC.:

To provide investment results that approximate the price and yield
performance of publicly-traded common stocks in the aggregate.

HARTFORD INTERNATIONAL OPPORTUNITIES FUND, INC.:

To achieve long-term total return consistent with prudent investment
risk through investment primarily in equity securities issued by non-U.S.
companies

HARTFORD SMALL COMPANY FUND, INC.:

To achieve growth of capital by investing primarily in equity
securities of companies with less than $2 billion in market capitalization.

HARTFORD STOCK FUND, INC.:

To achieve long-term capital growth primarily through capital
appreciation, with income a secondary consideration, by investing in primarily
equity securities.

HARTFORD ADVISERS FUND, INC.:

To achieve maximum long term total rate of return consistent with
prudent investment risk by investing in common stock and other equity
securities, bonds and other debt securities, and money market instruments.

HARTFORD INTERNATIONAL ADVISERS FUND, INC.:

To achieve maximum long-term total rate of return consistent with
prudent investment risk.

<PAGE>

HARTFORD BOND FUND, INC.:

To achieve maximum current income consistent with preservation of
capital by investing primarily in fixed-income securities.

HARTFORD MORTGAGE SECURITIES FUND, INC.:

To achieve maximum current income consistent with safety of principal
and maintenance of liquidity by investing primarily in mortgage-related
securities, including securities issued by the Government National Mortgage
Association.

HVA MONEY MARKET FUND, INC.:

To achieve maximum current income consistent with liquidity and
preservation of capital.

HARTFORD U.S. GOVERNMENT MONEY MARKET FUND, INC.:

To achieve maximum current income consistent with preservation of
capital.

INVESTMENT RESTRICTIONS OF THE FUNDS

Each of the Funds is governed by a number of investment restrictions-
investment practices which are prohibited or which are only permitted to a
limited extent. Under the 1940 Act, investment restrictions must be designated
either "fundamental" or "nonfundamental." "Fundamental" restrictions may only be
changed with the approval of a majority of the outstanding voting securities of
a Fund. "Nonfundamental" restrictions may be changed with the approval of a
majority of a Fund's Board of Directors. Some restrictions are common to all
Funds, usually because governing law so requires. Others vary because of
differences in the objectives of the Funds or for historical reasons.

A. FUNDAMENTAL RESTRICTIONS

1. Issuer Concentration. At least 75% of the assets of each Fund will
be represented by securities limited in respect of any one issuer (except U.S.
Government securities) to an amount not greater in value than 5% of the value of
the total assets of such Fund. Not more than 10% of the assets of a Fund will be
invested in the securities of any one issuer (except U.S. Government
securities). No Fund will acquire more than 5% of the outstanding voting
securities of any one issuer.

2. Industry Concentration. No Fund will invest more than 25% of its
assets in the securities of issuers primarily engaged in any one industry;
however, this restriction shall not apply to investments in obligations of the
U.S. Government and its agencies and instrumentalities, bank certificates of
deposit, bankers' acceptances or instruments secured by these money market
instruments. In addition, for the Dividend and Growth Fund only, electric
utilities, natural gas utilities, water utilities and telecommunications issuers
will be considered separate, distinct industries.

<PAGE>

3. Senior Securities. No Fund will issue senior securities, but for
this purpose transactions in futures contracts and options thereon shall not be
deemed the issuance of senior securities.

4. Borrowings. Except for the Dividend and Growth Fund, the
International Advisers Fund and the International Opportunities Fund, none of
the Funds may borrow amounts in excess of 5% of its assets, and borrowings by
each of the Funds can be only from banks or through reverse repurchase
agreements and as a temporary measure for extraordinary or emergency purposes.
For the Dividend and Growth Fund and the International Advisers Fund, the
percentage limit on borrowing is 15% and for the International Opportunities
Fund the percentage limit is 20%. In addition, the Dividend and Growth Fund will
not purchase securities when its borrowings exceed 5% of its assets.

5. Underwriting. No Fund will underwrite securities of other issuers.

6. Commodities. No Fund will purchase commodities or commodity
contracts, except for transactions in futures contracts and options on future
contracts.

7. Real Estate. No Fund will invest in real estate, except that each of
the Advisers Fund, Bond Fund, Index Fund and Stock Fund may invest up to 10% of
its assets in interests in real estate which are readily marketable, and except
that the Dividend and Growth Fund, the International Opportunities Fund and the
International Advisers Fund may hold up to 5% of its assets in real estate or
mineral leases acquired through the ownership of securities, but such Funds will
not acquire securities for the purpose of acquiring real estate or mineral
leases, commodities or commodity contracts.

8. Loans. No Fund will make loans, except through the acquisition of
(a) publicly distributed bonds, debentures or other evidences of indebtedness of
a type customarily purchased by institutional investors; (b) money market
instruments as permitted in accordance with the Fund's investment policies; and
(c) repurchase agreements.

B. NONFUNDAMENTAL RESTRICTIONS

9. Short Sales and Margin. No Fund will purchase securities on margin
or make short sales of securities, except that a Fund may obtain such short-term
credit as may be necessary for the clearance of purchases and sales of
securities and except for transactions in futures contracts and options thereon.

10. Illiquid Securities. No Fund will invest more than 10% of its
assets in illiquid securities, except that the Dividend and Growth Fund, the
International Advisers Fund, the International Opportunities Fund and the Small
Company Fund may each invest up to 15% of its assets in illiquid securities, and
except that the Index Fund and the two money market funds may not invest in
illiquid securities at all.

11. Control. No Fund will, alone or together with any other of the
Hartford Mutual Funds, make investments for the purpose of exercising control
over or management of any issuer.

12. Pledges. No Fund will mortgage, pledge, hypothecate, or in any
manner transfer, as

<PAGE>

security for indebtedness, any securities owned or held by it, except to secure
reverse repurchase agreements; however, for purposes of this restriction,
collateral arrangements with respect to transactions in futures contracts and
options thereon are not deemed to be a pledge of securities.

13. Other Investment Companies. The Index Fund, the Mortgage Securities
Fund and the money market funds will not purchase securities of other investment
companies. Each of the other Funds may not invest more than 5% of its assets in
securities of other investment companies and will not acquire more than 3% of
the total outstanding voting securities of any one investment company.

14. Geographic Concentration. Each of the International Advisers Fund
and the International Opportunities Fund will not invest more than 20% of its
assets in securities of issuers located in any one country, except that it may
invest up to 35% of its assets in any one of the following countries: Australia,
Canada, France, Japan, the United Kingdom or Germany.

ALL FUNDS

U.S. TREASURY DEPARTMENT DIVERSIFICATION REGULATIONS. The U.S.
Treasury Department has issued diversification regulations under Section 817 of
the Internal Revenue Code. If a mutual fund underlying a variable contract,
other than a pension plan contract, is not adequately diversified within the
terms of these regulations, the contract owner will have adverse income tax
consequences. These regulations provide, among other things, that a mutual fund
shall be considered adequately diversified if (i) no more than 55% of the value
of the assets in the fund is represented by any one investment; (ii) no more
than 70% of the value of the assets in the fund is represented by any two
investments; (iii) no more than 80% of the value of the assets in the fund is
represented by any three investments and (iv) no more than 90% of the value of
the total assets of the fund is represented by any four investments. In
determining whether the diversification standards are met, each United States
Government Agency or instrumentality shall be treated as a separate issuer.

PORTFOLIO TURNOVER

The portfolio turnover rates for the Bond Fund for 1993, 1994 and 1995
were 494.3%, 328.8% and 215%, respectively.

The portfolio turnover rates for the Stock Fund for 1993, 1994 and 1995
were 69.0%, 63.8% and 52.9%, respectively.

The portfolio turnover rates for the Advisers Fund for 1993, 1994 and
1995 were 55.3%, 60.0% and 63.5%, respectively.

The portfolio turnover rates for the Capital Appreciation Fund for
1993, 1994 and 1995 were 91.4%, 73.3% and 78.6%, respectively.

The portfolio turnover rates for the Mortgage Securities Fund for 1993,
1994 and 1995 were 183.4%, 365.7% and 489.4%, respectively.

<PAGE>

The portfolio turnover rates for the Index Fund for 1993, 1994 and 1995
were .8%, 1.8% and 1.5%, respectively.

The portfolio turnover rates for the International Advisers Fund for
the period February 28, 1995 to December 31, 1995 was 47.2 %.

The portfolio turnover rates for the International Opportunities Fund
for 1993, 1994 and 1995 were 31.8%, 46.4% and 55.6%, respectively.

The portfolio turnover rate for the Dividend and Growth Fund for the
period March 8, 1994 to December 31, 1994 was 27.8%, and for 1995 was 41.4%.

Because of the short-term nature of these securities and market
conditions, no meaningful or accurate prediction can be made of the portfolio
turnover rate for the Money Market and U.S.
Government Money Market Funds.

The Small Company Fund did not commence operations in 1995.

Turnover rate is computed by determining the percentage relationship of
the lesser of purchases and sales of securities to the monthly average of the
value of securities owned for the fiscal year, exclusive of securities whose
maturities at the time of acquisition were one year or less. A high turnover
rate will result in increased brokerage expenses and the likelihood of some
short term gains which may be taxable to shareholders at ordinary income tax
rates (see "Federal Income Taxes" in the prospectus).

MANAGEMENT OF THE FUNDS

The directors and officers of the Funds and their principal business
occupations for the last five years are set forth below. Those directors who are
deemed to be "interested persons" of Hartford Life Insurance Company ("HL") as
that term is defined in the Investment Company Act of 1940, as amended, are
indicated by an asterisk next to their respective names.

Pursuant to a provision of each Fund's Bylaws, an Audit Committee has
been appointed for each of the Funds. This Committee is made up of those
directors who are not "interested persons" of HL. The functions of the Audit
Committee include, but are not limited to: (1) recommending to the Board of
Directors the engagement of an independent auditor; (2) reviewing the plan and
results of such auditor's engagement; and (3) reviewing the Fund's internal
audit arrangements.

JOSEPH ANTHONY BIERNAT (age 68)
Director
30 Hurdle Fence Drive
Avon, CT 06001

<PAGE>

Mr. Biernat served as Senior Vice President and Treasurer of United
Technologies Corporation from 1984 until March, 1987, when he retired. He
subsequently served as Executive Vice President of Boston Security Counselors,
Inc., Hartford, Connecticut, and served as Vice President-Client Services of
Wright Investors' Service, Bridgeport, Connecticut. Mr. Biernat presently is
consulting to organizations on financial matters, with the majority of time
spent with T.O. Richardson & Co., Farmington, Connecticut.

WINIFRED ELLEN COLEMAN (age 63)
Director 27 Buckingham
Lane West Hartford, CT06117

Ms. Coleman has served as President of Saint Joseph College, West
Hartford, Connecticut since 1991.

JAMES CUBANSKI (age 36)*
Assistant Secretary
Hartford Plaza
Hartford, CT 06115

Mr. Cubanski has served as Director of Tax Administration of ITT
Hartford Insurance Group since July 1995. Formerly, he served as Director of
Federal Tax Administration (July, 1993-July, 1995), and Manager of Federal Taxes
(February, 1991 - July, 1993).

PETER CUMMINS (age 58)*
Vice President
Hartford Plaza
Hartford, CT 06115

Mr. Cummins has been Vice President of sales and marketing of the
Individual Life and Annuity Division of ITT Hartford Insurance Group-Life
Companies since 1989.

JOSEPH HARRY GAREAU (age 48)*
Director and President
Hartford Plaza
Hartford, CT 06116

Mr. Gareau has served as the Executive Vice President and Chief
Investment Officer of ITT Hartford Insurance Group since April, 1993. Formerly,
he served as Senior Vice President (September, 1992 - April, 1993) and Vice
President (October, 1987 - September, 1992).

JAMES RICHARD GARRETT (age 50)*
Vice President and Treasurer
Hartford Plaza
Hartford, CT 06115

<PAGE>

Mr. Garrett has served as a Vice President of ITT Hartford Insurance
Group since 1989 and as Treasurer since 1983. Mr. Garrett is also the Treasurer
of HIMCO.

JOHN PHILIP GINNETTI (age 51)*
Vice President
P.O. Box 2999
Hartford, CT 06104-2999

Mr. Ginnetti has served as Executive Vice President and Director of
Asset Management Services, a division of ITT Hartford Insurance Group-Life
Companies, since 1994. From 1988 to 1994, he served as Senior Vice President and
Director of the Individual Life and Annuities Division of ITT Hartford Insurance
Group-Life Companies.

GEORGE RICHARD JAY (age 43)*
Controller
P.O. Box 2999
Hartford, CT 06104-2999

Mr. Jay has served as Secretary and Director, Life and Equity
Accounting and Financial Control of ITT Hartford Insurance Group-Life Companies
since 1987.

ANDREW WILLIAM KOHNKE (age 37)*
Vice President
P. O. Box 2999
Hartford, CT 06104-2999

Mr. Kohnke has served as a Vice President since 1992, and as an
Investment Manager since 1983, of the ITT Hartford Insurance Group-Life
Companies. Mr, Kohnke is also a Director and Managing Director of HIMCO.

THOMAS MICHAEL MARRA (age 37)*
Vice President
P. O. Box 2999
Hartford, CT 06104-2999

Mr. Marra has served as a Senior Vice President since 1994, and as
Director of the Individual Life and Annuity Division of ITT Hartford Insurance
Group-Life Companies, since 1980.

CHARLES MINER O'HALLORAN (age 49)*
Vice President, Secretary, and General Counsel
Hartford Plaza
Hartford, CT 06115

Mr. O'Halloran has served as a Vice President since 1994 and as a
Senior Associate

<PAGE>

General Counsel of ITT Hartford Insurance Group since 1988.

WILLIAM ATCHISON O'NEILL (age 65)
Director
Box 360
East Hampton, CT 06424

The Honorable William A. O'Neill served as Governor of the State of
Connecticut from 1980 until 1991. He is presently retired.

MILLARD HANDLEY PRYOR, JR. (age 62)
Director
90 State House Square
Hartford, CT 06103

Mr. Pryor has served as Managing Director of Pryor & Clark Company,
Hartford, Connecticut since June, 1992. He served as Chairman of the Board of
Lydall, Inc. from 1985 until October, 1991 and formerly served as President and
Chief Executive Officer.

LOWNDES ANDREW SMITH (age 56)*
Director and Chairman
P.O. Box 2999
Hartford, CT 06104-2999

Mr. Smith has served as President, Chief Operating Officer, and
Director of ITT Hartford Insurance Group-Life Companies and as a Director of ITT
Hartford Insurance Group since November, 1989.

JOHN KELLEY SPRINGER (age 64)
Director
55 Farmington Avenue
Hartford, CT 06105

Mr. Springer has served as President and Chief Executive Officer of
Connecticut Health System, Inc., a hospital holding company, since 1986.
Formerly, he served as the President and Chief Executive Officer of Hartford
Hospital, Hartford, Connecticut.

JOSEPH WILLIAM TEDESCO (age 36)*
Assistant Secretary
Hartford Plaza
Hartford, CT 06115

Mr. Tedesco has served as Director of Tax Planning and Audits of ITT
Hartford Insurance Group since July 1995. From 1987 to July 1995, he served as
Director of Tax

<PAGE>

Administration of ITT Hartford Insurance Group.

COMPENSATION OF OFFICERS AND DIRECTORS.

None of the Funds pays salaries or any other compensation to any of its
officers or directors who are affiliated with ITT Hartford. The officers and
directors serve in the same capacity for each of the Funds and the unaffiliated
directors receive compensation for serving on the Board of all of the Funds. The
chart below sets forth the fees paid by the Funds to the unaffiliated directors
for the fiscal year ended December 31, 1995:

JOSEPH A. WINIFRED E. WILLIAM A. MILLARD H. JOHN K.
BIERNAT COLEMAN O'NEILL PRYOR SPRINGER
<S> <C> <C> <C> <C> <C>
TOTAL
COMPENSATION
RECEIVED FROM
THE FUNDS $18,000 $13,500 $18,000 $16,000 $16,000

</TABLE>

CUSTODIAN AND TRANSFER AGENT

Chase Manhattan Bank N.A., New York, New York, serves as Custodian of
the Funds' assets. The Custodian is not involved in determining investment
policies of the Funds or their portfolio securities transactions. Its services
do not protect shareholders against possible depreciation of their assets. The
fees of Chase Manhattan Bank are paid by the Funds and thus borne by the Funds'
shareholders. The Custodian maintains actual custody of the securities of the
Funds.

Hartford Life Insurance Company, Hartford Plaza, Hartford, Connecticut
06115, serves as Transfer and Dividend Disbursing Agent for the Funds. The
Transfer Agent issues and redeems shares of the Funds and disburses any
dividends declared by the Funds.

INDEPENDENT PUBLIC ACCOUNTANTS

The financial statements and schedules included in this prospectus and
elsewhere in the registration statement have been audited by Arthur Andersen
LLP, independent public accountants, as indicated in their reports with respect
thereto, and are included herein in reliance upon the authority of said firm as
experts in accounting and auditing.

PORTFOLIO BROKERAGE

In accordance with the terms of the Investment Advisory Agreements and
Sub-Investment Advisory Agreements, the investment adviser or sub-investment
adviser (the "Adviser") places all portfolio brokerage on behalf of the Funds.
The Adviser attempts to obtain, in all instances, the

<PAGE>

best price and execution on all portfolio transactions. In some instances
portfolio brokerage may be through affiliated persons of the Funds.

Purchases and sales of debt securities issued or guaranteed by the U.S.
Government will usually be effected on a net basis with a securities dealer
acting as principal. Principal transactions may involve the payment of a fee or
commission. Securities transactions may also be effected directly with the
issuer without the payment of a fee or commission. The Adviser may also place
orders for the purchase of part of an issue of securities, on behalf of the
Funds, that is being underwritten at prices which will include the payment of an
underwriting fee or a commission to the members of the underwriting group from
whom the securities are purchased.

The Adviser has been authorized by the Boards of Directors of the Funds
to pay an execution-plus-research commission rate which is higher than an
execution-only commission rate in connection with portfolio securities
transactions executed on behalf of the Funds. Research services may include
statistical analysis and economic, market and individual security research. The
Adviser has been authorized by the Funds' Board of Directors to pay higher
commissions than other broker-dealers may charge for such transactions so long
as the Adviser determines in good faith (in accordance with the requirements of
the Securities Exchange Act of 1934, as amended) that the commissions paid are
reasonable in relation to the value of the brokerage and research and
statistical services provided either in terms of the particular transaction or
with respect to its overall account responsibilities. Evaluation of the
reasonableness of brokerage commissions is based on a broker's standard of
efficiency in executing and clearing a trade, and its ability to provide
information and services which help in the areas of research and portfolio
selection. There is no certainty that any research services thus acquired will
be beneficial to the Funds and under certain circumstances, other clients of the
Adviser may benefit from research and statistical services so received. Further,
by paying a higher commission to a broker-dealer under the circumstances
described, the amount of brokerage commissions which the Funds pay may tend to
increase.

Subject to applicable laws and regulations, the Adviser may also
consider the willingness of particular brokers to sell ITT Hartford's variable
annuity or variable life insurance contracts as a factor in the selection of
brokers for its portfolio transactions. At all times, the Adviser attempts to
obtain best price and execution.

The aggregate amount of brokerage commissions paid by the Stock Fund
for 1993, 1994 and 1995 was $1,556,000, $1,872,000 and $1,839,000 ,
respectively.

The aggregate amount of brokerage commissions paid by the Advisers Fund
in 1993, 1994 and 1995 was $2,366,000, $2,771,000 and $2,608,000, respectively.

The aggregate amount of brokerage commissions paid by the Capital
Appreciation Fund in 1993, 1994 and 1995 was $1,595,000, $2,045,000 and
$3,069,000, respectively.

The aggregate amount of brokerage commissions paid by the Index Fund in
1993, 1994 and 1995 was $48,000, $24,000 and $66,000, respectively.

The aggregate amount of brokerage commissions paid by the International
Advisers Fund

<PAGE>

in 1995 was $76,000. The International Advisers Fund commenced operations in
1995.

The aggregate amount of brokerage commissions paid by the International
Opportunities Fund in 1993, 1994 and 1995 was $785,000, $1,940,000 and
$1,986,000, respectively.

The aggregate amount of brokerage commissions paid by the Dividend and
Growth Fund in 1994 and 1995 was $65,000 and $303,000, respectively. The
Dividend and Growth Fund commenced operations in 1994.

Changes in the amounts of brokerage commissions paid reflect changes in
portfolio turnover rates.

No brokerage commissions were paid in 1993, 1994 or 1995 by the Bond
Fund, Money Market Fund, Mortgage Securities Fund, or U.S. Government Money
Market Fund. The Small Company Fund did not commence operations in 1995.

DETERMINATION OF YIELD

HVA Money Market Fund, Inc.

The Fund's yield quotations as they appear in advertising and sales
materials are calculated by a method prescribed by the rules of the Securities
and Exchange Commission.

Yield calculations of the Fund used for illustration purposes are based
on the consideration of a hypothetical account having a balance of exactly one
share at the beginning of a seven day period, which period will end on the date
of the most recent financial statements. The yield for the fund during this
seven day period will be the change in the value of the hypothetical account,
including dividends declared on the original share, dividends declared on any
shares purchased with dividends on that share, and any monthly account charges
or sales charges that would affect an account of average size, but excluding any
capital changes. The following is an example of this yield calculation for the
Fund based on a seven day period ending December 31, 1995.

Example:

Assumptions:

Value of a hypothetical pre-existing account with exactly one share at
the beginning of the period: $1.000000

Value of the same account* (excluding capital changes) at the end of
the seven day period: $1.001035

*This value would include the value of any additional shares purchased with
dividends from the original share, and all dividends declared on both the
original share and any such additional

<PAGE>

shares.

Calculation:
<S> <C>
Ending account value $1.001035
Less beginning account value 1.000000
---------
Net change in account value $ .001035

Base period return:
(adjusted change/beginning account value)
$.001035/$1.000000 = $.001035
---------
</TABLE>

Current yield = $.001035 x (365/7) = 5.40%
Effective yield = (1 + .001035) 365/7
- - 1 = 5.44%

The current yield and effective yield information will fluctuate, and
publication of yield information 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, the current
yield and effective yield 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.

Hartford U.S. Government Money Market Fund, Inc.

The Fund's yield quotations as they appear in advertising and sales
materials are calculated by a method prescribed by the rules of the Securities
and Exchange Commission.

Yield calculations of the Fund used for illustrations purposes are
based on the consideration of a hypothetical account having a balance of exactly
one share at the beginning of a seven day period, which period will end on the
date of the most recent financial statements. The yield for the Fund during this
seven day period will be the change in the value of the hypothetical account,
including dividends declared on the original share, dividends declared on any
shares purchased with dividends on that share, and any monthly account charges
or sales charges that would affect an account of average size, but excluding any
capital changes. The following is an example of this yield calculation for the
fund based on a seven day period ending December 31, 1995.

Example:

Assumptions:

Value of a hypothetical pre-existing account with exactly one share at
the beginning of the period: $1.000000000

Value of the same account* (excluding capital changes) at the end of the
seven day period:

<PAGE>

$1.001049.

*This value would include the value of any additional shares purchased with
dividends from the original share, and all dividends declared on both the
original share and any such additional shares.

<TABLE>
<CAPTION>
Calculation:
<S> <C>
Ending account value $1.001049
Less beginning account value 1.000000
---------
Net change in account value $ .001049

Base period return:
(adjusted change/beginning account value)
$.001049/$1.000000 = $.001049
---------
</TABLE>

Current yield = $.001049 x (365/7) = 5.47%
Effective yield = (1 + .001049) 365/7-1 = 5.62%

In addition, the current yield and effective yield 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.

At any time in the future, yields and total return may be higher or
lower than past yields and there can be no assurance that any historical results
will continue.

CALCULATION OF TOTAL RETURN

As summarized in the Prospectus under the heading "Performance Related
Information", total return is a measure of the change in value of an investment
in a Fund over the period covered, which assumes any dividends or capital gains
distributions are reinvested in that Fund immediately rather than paid to the
investor in cash. The formula for total return used herein includes four steps:
(1) adding to the total number of shares purchased by a hypothetical $1,000
investment in the Fund all additional shares which would have been purchased if
all dividends and

<PAGE>

distributions paid or distributed during the period had been immediately
reinvested; (2) calculating the value of the hypothetical initial investment of
$1,000 as of the end of the period by multiplying the total number of shares
owned at the end of the period by the net asset value per share on the last
trading day of the period; (3) assuming redemption at the end of the period and
deducting any applicable contingent deferred sales charge and (4) dividing this
account value for the hypothetical investor by the initial $1,000 investment.
Total return will be calculated for one year, five years and ten years or some
other relevant periods if a Fund has not been in existence for at least ten
years.

PERFORMANCE COMPARISONS

YIELD AND TOTAL RETURN

Each Fund may from time to time include its yield and/or total return
in advertisements or information furnished to present or prospective
shareholders. Each Fund may from time to time include in advertisements the
ranking of those performance figures relative to such figures for groups of
mutual funds categorized by Lipper Analytical Services and Morningstar, Inc. as
having the same investment objectives.

The total return and yield may also be used to compare the performance
of the Funds against certain widely acknowledged outside standards or indices
for stock and bond market performance. The Standard & Poor's 500 Stock Price
Index (the "S&P 500") is a market value-weighted and unmanaged index showing the
changes in the aggregate market value of 500 stocks. The S&P 500 represents
about 80% of the market value of all issues traded on the New York Stock
Exchange.

The NASDAQ Composite OTC Price Index (the "NASDAQ Index") is a market
value-weighted and unmanaged index showing the changes in the aggregate market
value of approximately 3,500 stocks. The NASDAQ Index is composed entirely of
common stocks of companies traded over-the-counter and often through the
National Association of Securities Dealers Automated Quotations ("NASDAQ")
system. Only those over-the-counter stocks having only one market maker or
traded on exchanges are excluded.

The Lehman Government Bond Index (the "Lehman Government Index") is a
measure of the market value of all public obligations of the U.S. Treasury; all
publicly issued debt of all agencies of the U.S. Government and all
quasi-federal corporations; and all corporate debt guaranteed by the U.S.
Government. Mortgage backed securities, flower bonds and foreign targeted issues
are not included in the Lehman Government Index.

A. The Morgan Stanley Capital International EAFE Index (the "EAFE
Index") is an unmanaged index, which includes over 1,000 companies representing
the stock markets of Europe, Australia, New Zealand, and the Far East, The EAFE
Index is weighted by market capitalization, and therefore, it has a heavy
representation in countries with large stock markets, such as Japan.

<PAGE>

The Lehman Government/Corporate Bond Index (the "Lehman
Government/Corporate Index") is a measure of the market value of approximately
5,300 bonds with a face value currently in excess of $1,3 trillion. To be
included in the Lehman Government/Corporate Index, an issue must have amounts
outstanding in excess of $1 million, have at least one year to maturity and be
rated "Baa" or higher ("investment grade") by a nationally recognized rating
agency.

B. The Composite Index for Hartford Advisers Fund is comprised of the
S&P 500 (55%), the Lehman Government/Corporate Bond Index (35%), both mentioned
above, and 90 Day U.S. Treasury Bills (10%).

C. The Russell 2500 Index is a market value-weighted, unmanaged index
showing total return (i.e., principal changes with income) in the aggregate
market value of 2,500 stocks of publicly traded companies domiciled in the
United States. The Index includes stocks traded on the New York Stock Exchange
and the American Stock Exchange as well as in the over-the-counter market.

The Composite Index for Aggressive Growth Fund is the Russell 2500
Index (60%)/S&P 500 Index (40%), both of which are mentioned above.

The manner in which total return and yield are calculated is described
above. The following table sets forth the total return, where applicable, and
yield for each Fund through December 31, 1995.

TOTAL RETURN/YIELD

10 YEARS OR
FUND 1 YEAR 5 YEARS SINCE INCEPTION
- ---- ------ ------- ---------------
Capital Appreciation 30.25% 23.77% 15.50%
Dividend and Growth 36.37% -- 19.93%
Index 36.55% 15.78% 11.81%
International Opportunities 13.93% 10.04% 6.75%
Stock 34.10% 15.59% 13.42%
Advisers 28.34% 12.80% 11.85%
International Advisers -- -- 15.84%
Bond 18.49% 9.06% 8.51%
Mortgage Securities 16.17% 7.84% 8.38%
HVA Money Market 5.74% 4.45% 6.00%
U.S. Government Money Market 5.52% 4.14% 5.55%

<PAGE>

PART C

OTHER INFORMATION

Item 24. Financial Statements and Exhibits

(a) Financial Statements: To be filed by amendment.

(b) Exhibits:
(1) Articles of Incorporation are filed herewith.
(2) By-Laws are filed herewith.
(4) Articles of Incorporation and By-Laws are filed herewith as
Exhibits (1) and (2), respectively.
(5)
(a) Form of Investment Management Agreement is filed
herewith.
(b) Form of Investment Sub-Advisory Agreement is filed
herewith.

(8) Form of Custodian Agreement: To be filed by Amendment

(9)
(a) Form of Administrative Services Agreement is filed
herewith.
(b) Forms of Share Purchase Agreements are filed herewith.

(10) Opinion and Consent of Counsel is filed herewith.

(13) Subscription Agreement for initial capital is filed herewith.

(19) Power of Attorney is filed herewith.

Item 25. Persons controlled by or under Common Control with Registrant

Inapplicable.

Item 26. Number of Holders of Securities

As of January 23, 1996, the number of record holders of the Registrant's
securities were:

Title of Class Number of Record Holders

Common Stock, par value $0.10 1
per share

Item 27. Indemnification

Article EIGHTH of the Articles of Incorporation provides:

EIGHTH: (a) The Corporation shall indemnify any person who was or
is a

<PAGE>

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 apposed 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 make 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 apposed 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.

<PAGE>

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 directors, 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.

Insofar as indemnification for liability arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the

<PAGE>

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 Forms ADV, as amended, of the Registrant's investment adviser, Hartford
Investment Management Company (File No. 801-16814), and is incorporated herein
by reference.

Item 29. Principal Underwriters

(a) Not applicable

(b) Not applicable

Item 30. Location of Accounts and Records

The Hartford Life Insurance Company
P.O. Box 2999
Hartford, CT 06104-2999

Chase Manhattan Bank, NA
New York, NY 10015

Item 31. Management Services

Not applicable

Item 32. Undertakings

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 and the Investment
Company Act of 1940, the Registrant has duly 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 6th day of March, 1996.

HARTFORD SMALL COMPANY 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
<S> <C> <C>

_________*____________ President March 6, 1996
Joseph H. Gareau (Chief Executive Officer)
and Director

__________*___________ Controller March 6, 1996
George R. Jay (Chief Accounting Officer)

__________*___________ Vice President March 6, 1996
J. Richard Garrett and Treasurer
(Chief Financial Officer)

_________*___________ Director March 6, 1996
Joseph A. Biernat

_________*___________ Director March 6, 1996
Winifred E. Coleman

__________*___________ Director March 6, 1996
William A. O'Neill

__________*___________ Director March 6, 1996

</TABLE>

<PAGE>

<S> <C> <C>
Millard H. Pryor, Jr.

__________*____________ Director March 6, 1996
Lowndes A. Smith

__________*____________ Director March 6, 1996
John K. Springer

/s/ Michael O'Halloran March 6, 1996
- -----------------------
* By Michael O'Halloran
Attorney-in-fact

</TABLE>

<PAGE>

EXHIBITS INDEX

Exhibit No.

(1) Articles of Incorporation are filed herewith.
(2) By-Laws are filed herewith.
(4) Articles of Incorporation and By-Laws are filed herewith as
Exhibits (1) and (2), respectively.
(5)
(a) Form of Investment Management Agreement is filed herewith.
(b) Form of Investment Sub-Advisory Agreement is filed herewith.

(8) Form of Custodian Agreement (to be filed by Amendment).

(9)
(a) Form of Administrative Services Agreement is filed herewith.
(b) Forms of Share Purchase Agreements are filed herewith.

(10) Opinion and Consent of Counsel is filed herewith.

(13) Subscription Agreement for initial capital is filed herewith.

(19) Power of Attorney is filed herewith.

EXHIBIT 1

ARTICLES OF INCORPORATION

HARTFORD SMALL COMPANY FUND, INC.

I, THE UNDERSIGNED, Michael O'Halloran, whose post office address is Hartford
Plaza, 690 Asylum Avenue, Hartford, CT 06115, being at least eighteen (18) years
of age, subscribe these Articles of Incorporation as the incorporator forming a
corporation under the General Laws of the State of Maryland.

FIRST: The name of the corporation is Hartford Small Company Fund, Inc.

SECOND: The purpose for which the corporation is formed is to act as an
open-end, management investment company under the Investment Company Act of
1940, as amended, and to effect from time to time, and to exercise and enjoy all
of the powers, rights and privileges granted to, or conferred upon, corporations
of a similar character by the General Laws of the State of Maryland now or
hereafter in force.

THIRD: The post office address of the principal office of the Corporation in
this State is c/o The Corporation Trust Incorporated, 32 South Street,
Baltimore, MD 21202. The name of the resident agent of the Corporation in this
State is The Corporation Trust Incorporated, a corporation of this State, and
the post office address of the resident agent is 32 South Street, Baltimore, MD
21202.

FOURTH: (a) The total number of shares of stock of all classes which the
Corporation shall have authority to issue is 750,000,000 shares of Common Stock
having a par value of ten cents ($0.10) per share and an aggregate par value of
$75,000,000.

(b) The rights, powers, preferences and restrictions on the Common
Stock are as follows:

(1) Dividend Rights - The shareholders of Common Stock
shall be entitled to receive such dividends as may be declared by the Board of
Directors from time to time based upon the investment performance of the Common
Stock.

(2) Voting Rights - The shareholders shall be entitled
to vote upon such matters as may be presented to them from time to time. Each
shareholder shall be entitled to one vote for each share such shareholder holds.

<PAGE>

(3) Liquidation Rights - Upon liquidation, the
shareholders shall be entitled to share, pro rata, in any assets of the
Corporation after discharge of all liabilities in payment of the expenses of
liquidations of the Fund.

FIFTH: (a) The shares of the Common Stock of the Corporation may be issued to
such persons and at such prices from time to time as the Board of Directors,
subject to any provisions set forth in the Corporation's Bylaws, may determine.
Such issuance shall be on a non-assessable basis. No holder of shares of Common
Stock shall have preemptive rights, and the Corporation shall have the right to
issue and sell to any person or persons any shares of its Common Stock or any
option rights exercisable for, or securities convertible into, shares of its
Common Stock without first offering such shares, rights or securities to the
holders of any shares of its Common Stock.

(b) The shares of the Corporation's Common Stock are redeemable by
the owners thereof upon request, in accordance with and subject to the
provisions of the Investment Company Act of 1940, in the manner set forth in the
Corporation's Bylaws. In addition, the Corporation shall have the right to
redeem any shareholder's or shareholders' interest in the Corporation's Common
Stock if the value of such interest shall at any time be less than an amount
which shall be set forth in the Corporation's Bylaws.

SIXTH: The number of Directors of the Corporation shall be one, provided,
however, that the number may be increased in accordance with the Bylaws. The
name of the Director who shall act until the first annual meeting or until his
successor is duly chosen and qualifies is:

Michael O'Halloran

SEVENTH: The Corporation is expressly empowered to enter into contracts with any
person, including any firm, corporation, trust or other form of business
association or entity in which any Officer, employee, Director or stockholder of
this Corporation may be interested to the fullest extent permitted by the
General Laws of the State of Maryland and the Investment Company Act of 1940 now
or hereafter in force, subject only to such limitations as may be set forth in
the Bylaws of this Corporation.

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

<PAGE>

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 attorneys' 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 attorneys' 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 a 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

<PAGE>

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 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.

NINTH: In furtherance and or in limitation of the powers conferred by the laws
of the State of Maryland, the Board of Directors is expressly authorized:

(a) To make, alter or repeal the Bylaws of the Corporation, except
where such power is reserved by the Bylaws to the stockholders, and except as
otherwise required by the Investment Company Act of 1940.

(b) From time to time to determine whether and to what extent and
at what times and places and under what conditions and regulations the books and
accounts of the Corporation, or any of them other than the stock ledger, shall
be open to the inspection of the stockholders, and no stockholder shall have any
right to inspect any account or book or document of the Corporation, except as
conferred by or authorized by resolution of the Board of Directors or of the
stockholders. The books of the Corporation may be kept (subject to any
provisions contained in the statutes) outside the State of Maryland at such
place or places as may be designated from time to time by the Board of Directors
or in the Bylaws of the Corporation.

(c) Without the assent or vote of the stockholders, to authorize
and issue obligations of the Corporation, secured and unsecured, as the Board of
Directors may determine, and to authorize and cause to be executed mortgages and
liens upon the property of the Corporation, real or personal but only to the
extent permitted by

<PAGE>

the Bylaws and by the fundamental policies of the Corporation recited in its
registration statement filed pursuant to the Investment Company Act of 1940.

(d) In addition to the powers and authorities hereinbefore or by
statute expressly conferred upon it, the Board of Directors may exercise all
such powers and do all such acts and things as may be exercised or done by the
Corporation, subject, nevertheless, to the provisions of Maryland law, of these
Articles of Incorporation, and of the Bylaws of the Corporation.

TENTH: The Corporation reserves the right to amend, alter, change or repeal any
provisions contained in these Articles of Incorporation, in the manner now or
hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.

I, Michael O'Halloran, hereby acknowledge that I have executed the foregoing
Articles of Incorporation as my free act and deed this 18th day of January,
1996.

/s/ Michael O'Halloran
-----------------------------
Michael O'Halloran

EXHIBIT 2

BYLAWS

HARTFORD SMALL COMPANY FUND, INC.

ARTICLE I

Meetings of Stockholders

Section l.l Place of Meetings: All meetings of stockholders shall be held at the
principal office of the Corporation in the City of Hartford, Connecticut, or at
such place within the United States as from time to time may be designated by
resolution of the Board of Directors.

Section 1.2 Annual Meeting: Except as hereinafter otherwise provided, the annual
meeting of stockholders shall be held each year at such date and time as shall
be designated by resolution of the Board of Directors for such business as may
properly come before said meeting. Insofar as the Corporation is registered
under the Investment Company Act of 1940, the Corporation shall not be required
to hold an annual meeting of stockholders in any year in which none of the
following is required to be acted on by the stockholders under the Investment
Company Act of 1940: (a) election of Directors; (b) approval of an investment
advisory agreement; (c) ratification of the election of independent public
accountants; and (d) approval of a distribution agreement.

Section 1.3 Special Meetings: Special meetings of the stockholders entitled to
vote at such meetings may be called at any time by the President or by any three
of the Directors, and shall be called at the request in writing of the
stockholders of record owning not less than twenty-five (25) percent of the
shares of the Corporation's capital stock entitled to vote at such meeting.

Section l.4 Notice of Meetings: Not less than ten (l0) days before every
stockholders' meeting, notice of the time, place, and in the case of a special
meeting, the purpose, of such meeting shall be given, either by serving such
notice upon the stockholder personally or by mailing such notice to each
stockholder at his last known post office address as it appears upon the stock
book, unless he shall have filed with the Secretary of the Corporation a written
request that notices intended for him be mailed to some other address, in which
case it shall be mailed to the address designated in such request. Except as
otherwise required by law, no notice of the

<PAGE>

time, place or purpose of any meeting of stockholders need be given to any
stockholder who attends in person or by proxy, or who, in a written instrument
executed and filed with the records of the meeting either before or after the
holding thereof, waives such notice. No notice of any adjourned meeting of
stockholders need be given.

Section l.5 Record Date: The Board of Directors by resolution may fix in advance
a date, not exceeding ninety (90) days preceding the date of any meeting of
stockholders or the date for the payment of any dividend or the date for the
allotment of rights or the date when any change or conversion or exchange of
capital stock shall go into effect, as a record date for the determination of
the stockholders entitled to notice of, and to vote at, any such meeting, or
entitled to receive payment of any such dividend or any such allotment of
rights, or to exercise the rights in respect of any such change or conversion or
exchange of capital stock, and in such case only such stockholders as shall be
stockholders of record on the date so fixed shall be entitled to such notice of
and to vote at, such meeting, or to receive payment of such dividend, or to
receive such allotment of rights, or to exercise such rights, as the case may
be, notwithstanding any transfer of any capital stock on the books of the
Corporation after any such record date fixed as aforesaid.

Section l.6 Quorum: At all meetings of stockholders, there shall be present,
either in person or by proxy, stockholders owning a majority of the shares
entitled to vote thereat in order to constitute a quorum, but in the absence of
a quorum the stockholders present in person or by proxy at the time and place
fixed by Section l of this Article I for an annual meeting, or designated in the
notice of a special meeting, or at the time and place of any adjournment
thereof, may adjourn the meeting from time to time without notice, other than by
announcement at the meeting until a quorum shall attend. At any such adjourned
meeting at which a quorum shall be present, any business may be transacted which
might have been transacted at the meeting as originally noticed.

Section l.7 Voting: At all meetings of stockholders, the voting shall be by
voice, except that whenever a vote by the holders of the outstanding shares of
capital stock is required by law or where a stockholder present in person or by
proxy at any such meeting requests a vote by ballot, the voting shall be by
ballot, each of which shall state the name of the stockholder voting and the
number of shares voted by him, and, if such ballot is cast by proxy, it shall
also state the name of such proxy. Subject to the provisions of the Articles of
Incorporation of the Corporation, the holders of the capital stock shall have
the right to vote at any meeting of the stockholders or at any election of the
Corporation, and otherwise to participate in any action taken by the
stockholders thereof, and each such holder shall be entitled to one vote for
each share of capital stock that he holds. The Corporation may permit the voting
of fractional shares. Except in cases in which it is by law, by the Articles of
Incorporation, or by these Bylaws otherwise provided, the votes of a majority of
the shares of capital stock of the Corporation present or represented at any
meeting of

<PAGE>

stockholders at which a quorum is present shall be sufficient to elect and to
pass any resolution.

As provided in the Investment Company Act of 1940 a "majority" vote means
the affirmative vote of the lesser of (i) more than 50% of the outstanding
shares of capital stock, or (ii) 67% or more of the shares present at a meeting
if more than 50% of the outstanding shares are represented at the meeting in
person or by proxy.

Section l.8 Proxies: Any stockholder entitled to vote at any meeting of
stockholders may vote either in person or by proxy, but no proxy which is dated
more than eleven (ll) months before the meeting at which it is offered shall be
accepted, unless such proxy shall on its face name a longer period for which it
is to remain in force. Every proxy shall be in writing, signed by the
stockholder or his duly authorized attorney, and dated, but need not be sealed,
witnessed, or acknowledged.

ARTICLE II
Board of Directors

Section 2.l Powers and Election: The Directors of the Corporation shall have the
powers as stated in the Articles of Incorporation and as provided in these
By-laws, and such as are prescribed by the laws of the State of Maryland. They
shall be residents of the United States of America and they shall be elected to
office by the stockholders of the Corporation at an annual or a special meeting
duly called for that purpose, except as hereinafter otherwise provided for
filling vacancies.

Section 2.2 Meetings and Notice: Regular meetings of the Board of Directors
shall be held at such times as may from time to time be fixed by resolution of
the Board, and whenever called together by the President, on two days' notice,
given to each Director. On the written request of one-third (l/3) of the
Directors, the President or Secretary shall call a special meeting of the Board.
Notice may be served personally upon each Director, or mailed, cabled, or
telegraphed to him at his present address appearing upon the books of the
Corporation. Such notice also may be telephoned, provided that any Director so
notified shall be actually reached by telephone. Notice shall be given of
special meetings as provided in the case of regular meetings.

Section 2.3 Quorum: The presence of not less than two (2) of the Directors or of
one-third (l/3) of the total number of Directors, whichever shall be greater,
shall be necessary to constitute a quorum for the transaction of business at any
meeting of the Board, but a majority of the Directors present at the time and
place of any regular or special meeting, although less than a quorum, may
adjourn the same from time to time without further notice until a quorum shall
be present at

<PAGE>

which time any business may be transacted which might have been transacted at
the meeting as originally notified.

Section 2.4 Place of Meetings and Office: The Board of Directors may hold their
meetings and have an office or offices within or without the State of Maryland.

Section 2.5 Vacancies: Except as law or valid regulations may require of
registered investment companies, any vacancy in the Board of Directors occurring
through death, resignation, removal, increase in number, or other cause, may be
filled by a majority vote of the remaining Directors at any regular or special
meeting of the Board of Directors; provided, however, that immediately after the
filling of any vacancy at least two-thirds of the Directors then in office shall
have been elected to such office by the stockholders at an annual or special
meeting. In the event that at any time less than a majority of the Directors in
office were elected by the stockholders, the Board of Directors or proper
officer of the Corporation shall forthwith cause to be held as promptly as
possible and in any event within sixty (60) days a meeting of the stockholders
for the purpose of electing Directors to fill any existing vacancies in the
Board of Directors.

Section 2.6 Number: The Board of Directors shall be not less than one nor more
than twenty (20) in number. The number may be changed at any time or times by an
amendment to this Bylaw duly adopted by a majority of the Board of Directors or
by the stockholders at any stockholders' meeting.

Section 2.7 Compensation: Each Director may receive a stated fee for his
services as a Director, as may be fixed by resolution of the Board of Directors
for attendance, and the expenses of attendance, if any, at each regular or
special meeting of the Board or committee of the Board on which he serves. Such
resolution may apply to any class of Directors the Board of Directors considers
to be reasonable. Any Director receiving compensation under these provisions
shall not be barred from serving the Corporation in any other capacity and
receiving reasonable compensation for such other services.

Section 2.8 Meeting by Conference Telephone: Subject to the provisions of the
Investment Company Act of l940, as amended, and the Rules and Regulations
thereunder, members of the Board of Directors or any committee thereof may meet
by means of a conference telephone or similar communications equipment by means
of which all persons participating in the meeting can hear each other at the
same time and participation by such means shall constitute presence in person at
a meeting.

Section 2.9 Action Without Meeting: Except as otherwise provided by law, any
action required or permitted to be taken at any meeting of the Board of
Directors or of any committee thereof may be taken without a meeting, if a
written consent to such action is signed by all members of the Board or of such
committee,

<PAGE>

as the case may be, and such written consent is filed with the minutes of
proceedings of the Board or committee.

Section 2.l0 Waiver of Notice: Whenever under the provisions of these Bylaws or
any of the laws of the State of Maryland, the stockholders or Board of Directors
are authorized to hold any meeting after notice or after the lapse of any
prescribed period of time, such meeting may be held without notice and without
such lapse of time by a written waiver of such notice signed by every person
entitled to notice.

ARTICLE III
Executive and Other Committees of the Board

Section 3.l Election of Executive Committee: The Board of Directors may elect
from their number an Executive Committee of two (2) or more and may designate a
Chairman for said Committee. The Chairman of the Committee and the members of
the Executive Committee shall continue in office at the pleasure of the Board.
The Board of Directors shall fill vacancies in the Executive Committee by
election of members from the Board of Directors and at all times it shall be the
duty of the Board of Directors to keep the membership of such committee full, if
such Executive Committee has been elected.

Section 3.2 Powers and Supervisions by the Board: During the intervals between
the meetings of the Board of Directors, the Executive Committee shall possess
and may exercise all of the powers of the Board of Directors in the management
and direction of the Business of the Corporation, except as to matters wherein
action of the Board of Directors is specifically required, in such manner as the
Executive Committee shall deem best for the interests of the Corporation in all
cases in which specific directions shall not have been given by the Board of
Directors. All actions of the Executive Committee shall be reported to the Board
of Directors at its next meeting and shall be subject to revision or alteration
by the Board, provided that no rights or acts of third parties shall be affected
by any such revision or alteration.

Section 3.3 Other Committees: The Board of Directors may by resolution provide
for such Administrative, Standing and/or Special Committees from its membership
as it may deem desirable, and may discontinue the same at pleasure. Each such
committee shall have such powers and shall perform such duties, not inconsistent
with law, as may be assigned to it by the Board of Directors.

Section 3.4 Meetings of Board Committees: The Executive Committee and any othe
committee of the Board shall meet upon such day or days and at such hour or
hours as may be designated from time to time by resolution passed by a

<PAGE>

majority of such committee and whenever called together by its Chairman upon
notice given to each member of the Committee not later than the day next
preceding the date of the meeting. Upon the written request of any two members
of the committee, the Chairman shall call a special meeting of the committee.
The presence of at least a majority of the Executive Committee shall be
necessary to adopt any resolution. In the absence of any member of the Executive
Committee, the members thereof present at any meeting, whether or not they
constitute a quorum, may appoint a member of the Board to act in place of the
absent member.

ARTICLE IV
Officers

Section 4.l Election and Appointment: The Board of Directors shall elect
annually a Chairman, a President, a Secretary and a Treasurer, and may appoint
one or more Vice Presidents, a Controller, and one or more Assistant Secretaries
and Assistant Treasurers. One person may hold any two offices except those of
President and Vice President. Except for the Chairman and the President, the
Officers need not be Directors. Each of the appointed Officers shall serve
during the pleasure of the Board of Directors. Any vacancy in any of the above
offices shall be filled for the unexpired portion of the term by the Board of
Directors.

Section 4.2 Chairman: The Chairman shall preside at all meetings of the
shareholders and of the Board of Directors and shall have such other powers and
duties as may from time to time be prescribed by the Board of Directors.

Section 4.3 President: The President shall be the chief Executive Officer of the
Corporation and shall have the responsibility for the general management of the
affairs of the Corporation and for seeing that all orders and resolutions of the
Board of Directors are carried into effect. The President may sign certificates
of stock, sign and execute all contracts in the name of the

Corporation, and appoint and discharge agents and employees, subject to the
approval of the Board of Directors.

Section 4.4 Vice Presidents: The Vice Presidents shall perform all the duties
incidental to their offices and all such duties as may from time to time be
assigned to them respectively by the Board of Directors. The said Vice
Presidents in such order of precedence as may from time to time be designated by
the Board of Directors, shall perform all the duties of the President in the
event of his absence or disability.

Section 4.5 Secretary: The Secretary shall keep the minutes of the meetings of
the Board of Directors, of any committees thereof, and of the

<PAGE>

stockholders. The Secretary shall attend to the giving and serving of all
notices of the Corporation, and may affix the seal of the Corporation to all
certificates of stock and other documents of the Corporation or to which the
Corporation is a party. The Secretary shall have charge of the certificates book
and such other books and papers as the Board may direct, shall attend to such
correspondence as may be assigned from time to time by the Board of Directors,
and shall perform all duties incidental to the office.

Section 4.6 Treasurer: The Treasurer shall have the custody of the funds and
securities of the Corporation and shall deposit the same in the name of the
Corporation in such banks or trust companies as the Directors may elect. The
Treasurer shall keep full and accurate accounts of receipts and disbursements of
the Corporation, and shall disburse funds of the Corporation as may be ordered
by the Board of Directors, the President or the Vice Presidents, taking proper
vouchers for such disbursements. The Treasurer shall render to the President and
the Directors at the regular meetings of the Board, or whenever they may require
it, an account of all transactions and of the financial condition of the
Corporation, and at the regular meeting of the Board next preceding the annual
stockholders meeting a like report for the preceding year. The Treasurer shall
give such bond for the faithful performance of duties as may be required by the
Board of Directors and shall perform such other duties as the Board of Directors
may from time to time prescribe.

Section 4.7 Controller: The Controller shall have the supervision of the
corporate accounts and the books of the Corporation, its accounting methods and
audits, and the preparation of its financial statements of all kinds, including
tax reports and returns. The Controller shall have general supervision of the
bookkeeping staff and shall perform such other duties as may from time to time
be prescribed by the Board of Directors.

Section 4.8 Assistant Secretary: The Assistant Secretary in the presence or at
the request of the Secretary shall perform all the duties of the Secretary, and
shall perform such other duties as may from time to time be prescribed by the
Board of Directors.

Section 4.9 Assistant Treasurer: The Assistant Treasurer in the absence or at
the request of the Treasurer shall perform all the duties of the Treasurer and
shall perform such other duties as may from time to time be prescribed by the
Board of Directors.

Section 4.l0 Compensation: The Board of Directors shall have power to fix the
compensation of all Officers of the Corporation. It may authorize any Officer
upon whom the power of appointing subordinate Officers may have been conferred,
to fix the compensation of such subordinate Officers.

<PAGE>

Section 4.ll Removal: Any Officer of the Corporation may be removed, with or
without cause, by a vote of a majority of the entire Board of Directors, or,
except in case of an Officer elected by the Board of Directors, by the Executive
Committee or by an Officer upon whom such power of removal may have been
conferred.

ARTICLE V
Capital Stock

Section 5.l Certificates: Certificates of stock shall be numbered in the order
of issuance thereof and shall be signed by the President or Vice President, and
by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant
Secretary of the Corporation, and the seal of the Corporation shall be affixed
thereto. Facsimile signatures and seals may be used on stock certificates in
accordance with Maryland law.

Section 5.2 Transfers: Transfers of shares shall be made upon the books of the
Corporation only by a holder in person, or by power of attorney duly executed
and witnessed and filed with the Secretary of the Corporation or with its duly
appointed transfer agents, upon the surrender of the certificate or certificates
of such shares.

Section 5.3 Transfer Agents and Registrars: The Board of Directors may by
separate resolutions appoint corporate transfer agents, clerks and/or corporate
registrars to perform such duties in respect to the issuance and transfer of the
certificates of capital stock of the Corporation as such resolution may provide.

Section 5.4 Holder of Record as Exclusive Owner: The Corporation shall be
entitled to treat the holder of record of any share or shares of stock as the
holder in fact thereof and accordingly shall not be bound to recognize any
equitable or other claim to, or interest in, such shares on the part of any
other persons whether or not it shall have express or other notice thereof, save
as expressly provided by the laws of the State of Maryland.

Section 5.5 Lost Certificates: If a certificate of stock be lost or destroyed,
another may be issued into stead upon sworn proof of such loss or destruction,
and upon the giving of a satisfactory bond of indemnity in an amount
satisfactory to the Board of Directors or Executive Committee.

ARTICLE VI
Contracts, Borrowings, Checks, Deposits, Custody, Etc.

<PAGE>

Section 6.l Contracts, etc., How Executed: The Board of Directors, or the
Executive Committee, except as in these Bylaws otherwise provided, may authorize
any Officer or Officers, agent or agents, to enter into any contract or execute
and deliver any instrument in the name of and on behalf of the Corporation, and
such authority may be general or confined to specific instances; and, unless so
authorized by the Board of Directors or by the provisions of these Bylaws, no
Officer, agent or employee shall have any power or authority to bind the
Corporation by any contract or engagement or to pledge its credit or to render
it liable pecuniarily for any purpose or to any account.

Section 6.2 Borrowings by the Corporation: Borrowings are not contemplated
except for temporary or emergency purposes up to a maximum of 5 percent of the
value of the total assets of the Fund at the date of borrowing.

Section 6.3 Deposits: All Funds of the Corporation shall be deposited from time
to time to the credit of the Corporation in such banks, trust companies or other
depositories as the Board of Directors or any individual designated by the Board
of Directors may select; and for the purpose of such deposit the President or
Vice President, or the Treasurer or the Secretary, or any other Officer or agent
to whom such power may be delegated by the Board of Directors, may endorse,
assign and deliver checks, drafts and other orders for the payment of money
which are payable to the order of the Corporation.

Section 6.4 Custodian: The securities and other investments owned by the
Corporation shall be held by a custodian which shall be a bank or trust company
regulated by federal or state authority having not less than $5,000,000
aggregate capital, surplus and undivided profits provided such a custodian can
be found ready and willing to act. Upon the resignation or inability to serve of
the custodian, the Officers and Directors shall use their best efforts to obtain
a successor custodian and shall require that the securities and other
investments owned by the Corporation be delivered directly to such successor
custodian.

Section 6.5 Checks, Drafts, Etc.: All checks, notes, drafts and other
instruments in writing for the payment of money shall be signed only by such
Officer or Officers as shall be designated from time to time by resolution of
the Board of Directors.

ARTICLE VII
Dividends

Section 7.l Declaration of Dividends: Dividends upon the capital stock of the
Corporation may be declared by the Board of Directors at any regular or special

9
<PAGE>

meeting out of the surplus or net profits of the Corporation, subject, however,
to the provisions of the Articles of Incorporation.

Section 7.2 Reserves: The Board of Directors shall in its own discretion have
the right to set apart out of the earnings of the Corporation reserve and
surplus funds to be held for the purpose of the Corporation, and may invest and
reinvest the same in the same way and subject to the same restrictions as are
provided for the investment and reinvestment of the capital of the Corporation.
When, and only when, the Board of Directors shall decide that it is advisable or
necessary to pay dividends out of the reserve and surplus funds, shall such
funds be subject to the payment of dividends.

ARTICLE VIII
Seal

Section 8.l The seal of the Corporation shall be in the form of a circle, shall
bear the name of the Corporation, the year and state of its incorporation, and
the word "Seal".

ARTICLE IX
Fiscal Year and Financial Reports

Section 9.l Fiscal Year: The fiscal year of the Corporation shall end on
December 3l of each year.

Section 9.2 Financial Statements: The Directors shall submit to stockholders
financial reports not less often than semiannually of the operations of the
Corporation, based at least annually upon an audit by independent public
accountants, prepared in accordance with generally accepted accounting
principles.

ARTICLE X
Construction and Interpretation

Section l0.l The Bylaws shall be construed and interpreted to further the

<PAGE>

operation of the Corporation as a registered open-end management-type investment
company under the Investment Company Act of l940, as amended and in effect from
time to time.

ARTICLE XI
Amendments

Section 11.1 Except as otherwise required, the Bylaws of the Corporation may be
amended, altered, repealed, or added to at any regular meeting of the
stockholders or at any special meeting of the stockholders, called for that
purpose, by affirmative vote of the majority of the stock issued and outstanding
and entitled to vote; or (except as to Section 6.2 of Article VI), by a majority
of the Directors, as the case may be.

EXHIBIT 5(a)

INVESTMENT MANAGEMENT AGREEMENT

This Agreement made by and between Hartford Small Company Fund, Inc., a Maryland
corporation (the "Fund") and The Hartford Investment Management Company, a
Connecticut corporation (the "Manager").

WITNESSETH:

WHEREAS, the Fund and the Manager wish to enter into an agreement setting
forth the services to be performed by the Manager for the Fund and terms and
conditions under which such services will be performed.

NOW, THEREFORE, in consideration of the promises and the mutual agreements
herein contained, the parties hereto agree as follows:

1. The Fund hereby employs the Manager to serve as investment adviser
to the Fund. Subject to the supervision and control of the Fund's
Board of Directors, the Manager will provide investment management
supervision to the Fund, as hereinafter generally described, in
accordance with the Fund's investment objectives, investment
policies and investment restrictions as they shall exist form time
to time. The Manager shall:

(a) Engage, subject to consultation with the Fund's Board of
Directors, the services of one or more firms to serve as
sub-investment adviser to the Fund (the "Sub-Investment
Adviser").

(b) Review from time to time the investment policies and
restrictions of the Fund in the light of the Fund's
performance and otherwise and, if the Manager concludes after
consultation with the Fund's Sub-Investment Adviser that any
changes therein are appropriate, recommend such changes to
the Fund's Board of Directors for its consideration.

(c) Supervise the investment program prepared for the Fund by the
Sub-Investment Adviser and submitted to the Manager as well
as any changes therein.

(d) Monitor on a continuing basis the performance of the Fund's
portfolio securities.

(e) Provide, or arrange for the provision of, such economic and

<PAGE>

statistical data relating to the Fund and its portfolio as
the Manager shall determine or as may be requested by the
Fund's Board of Directors.

(f) Provide the Fund's Board of Directors with such information
concerning important economic and political developments as
the Manager shall deem appropriate or as shall be requested
by the Fund's Board of Directors.

2. As compensation for the services rendered by the Manager, the Fund
shall pay to the Manager as promptly as possible after the last day
of each month during the term of this Agreement, a fee accrued daily
and paid monthly, based upon the following annual rates and upon the
calculated daily net asset value of the Fund:

<TABLE>
<CAPTION>
ASSETS ANNUAL FEE
------ ----------
<S> <C>
On First $250 million .575%
On Next $250 million .525%
On Next $500 million .475%
Over $1 billion .425%
</TABLE>

The Manager shall waive its fees until the Fund's assets (excluding
assets contributed by companies affiliated with the Manager) reach
$20 million.

If it is necessary to calculate the fee for a period of time which
is less than a month, then the fee shall be (i) calculated at the
annual rates provided above but prorated for the number of days
elapsed in the month in question as a percentage of the total number
of days in such month, (ii) based upon the average of the Fund's
daily net asset value on the close of business for the period in
question, and (iii) paid within a reasonable time after the close of
such period.

3. The Manager will pay and will be solely responsible for the payment
of the fees of the Sub-Investment Adviser for the performance of
its services.

4. The Manager shall not be liable for any loss or losses sustained by
reason of any investment including the purchase, holding or sale of
any security as long as the Manager shall have acted in good faith
and with due care; provided, however, that the Manager shall be
liable for its willful misfeasance, bad faith or gross negligence in
the performance of its duties or by reason of its reckless disregard
of its obligations and duties under this Agreement.

<PAGE>

5. (a) This Agreement shall be effective on [____ , 1996] and shall
continue in effect for a period of two years from that
date. This Agreement, unless sooner terminated in accordance
with 5(b) below, shall continue in effect from year to year
thereafter provided that its continuance is specifically
approved at least annually (1) by a vote of a majority of the
members of the Board of Directors of the Fund or by a vote of
a majority of the outstanding voting securities of the Fund,
and (2) in either event, by the vote of a majority of the
members of the Fund's Board of Directors who are not parties
to this Agreement or interested persons of any such party,
cast in person at a meeting called for the purpose of voting
on this Agreement.

(b) This Agreement (1) may be terminated at any time without the
payment of any penalty either by a vote of a majority of the
members of the Board of Directors of the Fund or by a vote of
a majority of the Fund's outstanding voting securities, on
sixty days' prior written notice to the Manager; (2) shall
immediately terminate in the event of its assignment and (3)
may be terminated by the Manager on sixty days' prior written
notice to the Fund, but such termination will not be effective
until the Fund shall have contracted with one or more persons
to serve as a successor Manager for the Fund and such
person(s) shall have assumed such position.

(c) As used in this Agreement, the terms "assignment", "interested
person" and "vote of majority of the Fund's outstanding voting
securities" shall have the meanings set forth for such terms
in the Investment Company Act of 1940, as amended.

(d) Any notice under this Agreement shall be given in writing,
addressed and delivered, or mailed postpaid, to the other
party to this Agreement to whom such notice is to be given at
such party's current address.

6. Nothing in this Agreement shall limit or restrict the right of any
director, officer, or employee of the Manager to engage in any other
business or to devote his or her time and attention in part to the
management or other aspects of any other business, whether of a
similar nature or a dissimilar nature, nor to limit or restrict the
right of the Manager to engage in any other business or to render
services of any kind to any other corporation, firm individual or
association.

7. If any provision of this Agreement shall be held or made invalid by
a court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby.

<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on the day ___ of _________, 1996.

HARTFORD SMALL COMPANY FUND, INC.

ATTEST:

By:
- -------------------------- --------------------------
Secretary
Its

THE HARTFORD INVESTMENT MANAGEMENT COMPANY

ATTEST:

By:
- -------------------------- --------------------------
Secretary
Its

EXHIBIT 5(b)

INVESTMENT SUB-ADVISORY AGREEMENT

This Investment Sub-advisory Agreement made by and between THE
HARTFORD INVESTMENT MANAGEMENT COMPANY, a Connecticut corporation (the
"Manager") and Wellington Management Company, a Massachusetts partnership
("Wellington Management" or "Sub-Adviser").

WITNESSETH

WHEREAS, The Manager has entered into an agreement for the provision of
investment management services to Hartford Small Company Fund, Inc. (the "Fund")
by the Manager, and

WHEREAS, The Manager wishes to engage the services of Wellington
Management Company as Sub-Adviser of the Fund, and

WHEREAS, Wellington Management is willing to perform advisory services on
behalf of the Fund upon the terms and conditions and for the compensation
hereinafter set forth.

NOW, THEREFORE, in consideration of the promises and mutual agreements
herein contained, the parties hereto agree as follows:

1. The Manager hereby employs Wellington Management to serve as Sub-Adviser
with respect to the assets of the Fund under the management of the Manager
and to perform the services hereinafter set forth subject to the terms and
conditions of the investment objectives, policies and restrictions of the
Fund, and Wellington Management hereby accepts such employment and agrees
during such period to assume the obligations herein set forth for the
compensation herein provided.

2. Wellington Management shall provide an investment program to the Manager
for utilization by the Manager in rendering services to the Fund which
program shall be amended and updated from time to time as financial and
other economic conditions change.

3. Wellington Management will make all determinations with respect to the
investment of the assets of the Fund and the purchase or sale of portfolio
securities, and shall take such steps as may be necessary to implement the
same. Such determinations and services shall include advising the Fund's
Board of Directors of the manner in which voting rights, rights to consent
to corporate action, and any other non-investment decisions pertaining to
the Fund's portfolio securities should be exercised.

<PAGE>

4. Wellington Management will regularly furnish reports to the Fund at
periodic meetings of the Fund's Board of Directors and at such other times
as may be reasonably requested by the Fund's Board of Directors, which
reports shall include Wellington Management's economic outlook and
investment strategy and a discussion of the portfolio activity and the
performance of the Fund since the last report. Copies of all such reports
shall be furnished to the Manager for examination and review within a
reasonable time prior to the presentation of such reports to the Fund's
Board of Directors.

5. Wellington Management will select the brokers or dealers that wil execute
the purchases and sales of portfolio securities for the Fund and place, in
the name of the Fund or its nominees, all such orders. When placing such
orders, Wellington Management shall use its best efforts to obtain the
best net security price available for the Fund. Subject to and in
accordance with any directions that the Board of Directors may issue from
time to time, Wellington Management may also be authorized to effect
individual securities transactions at commission rates in excess of the
minimum commission rates available, if Wellington Management determines in
good faith that such amount of commission was reasonable in relation to
the value of the brokerage or research services provided by such broker or
dealer, viewed in terms of either that particular transaction or
Wellington Management's overall responsibilities with respect to the Fund
and Wellington Management's other advisory clients. The execution of such
transactions shall not be deemed to represent an unlawful act or breach of
any duty created by this Agreement or otherwise. Wellington Management
will promptly communicate to the Board of Directors such information
relating to portfolio transactions as they may reasonably request.

6. (a) As compensation for the performance of the services by Wellington
Management hereunder, the Manager shall pay to Wellington
Management, as promptly as possible after the last day of each
calendar year quarter, a fee accrued daily and paid quarterly, based
upon the following annual rates and calculated based upon the
average daily net asset values of the Fund:

<TABLE>
<CAPTION>
ASSETS ANNUAL FEE
------ ------------
<S> <C>

On First $50 million .400%
On Next $100 million .300%
On Next $350 million .250%
Over $500 million .200%

</TABLE>
Wellington Management shall waive its fees until the Fund's assets
(excluding assets contributed by companies affiliated with the
Manager) reach $20 million.

If it is necessary to calculate the fee for a period of time which
is not a calendar quarter, then the fee shall be (i) calculated at
the annual rates provided above but prorated for the number of days
elapsed in the period in question, as a

<PAGE>

percentage of the total number of days in such period, (ii) based
upon the average of the Fund's daily net asset value on the close of
business for the period in question, and (iii) paid within a
reasonable time after the close of such period.

(b) Wellington Management will bear all expenses in connection with the
performance of its services under the Agreement.

(c) Wellington Management will not be entitled to receive any payment
for the performance of its services hereunder from the Fund.

(d) Wellington Management agrees to notify the Manager of any change in
Wellington Management's general partners within a reasonable time
following the occurrence of such change.

7. Wellington Management shall not be liable for any loss or losses sustained
by reason of any investment including the purchase, holding or sale of any
security as long as Wellington Management shall have acted in good faith
and with due care; provided, however, that Wellington Management shall be
liable for its willful misfeasance, bad faith or gross negligence in the
performance of its duties or by reason of its reckless disregard of its
obligations and duties under this Agreement.

8. (a) This Agreement shall become effective on ______________, 1996 and
shall continue in effect for a period of two years from that date.
This Agreement, unless sooner terminated in accordance with 8(b)
below, shall continue in effect from year to year thereafter
provided that its continuance is specifically approved at least
annually (1) by a vote of the majority of the members of the Board
of Directors of the Fund or by a vote of a majority of the
outstanding voting securities of the Fund, and (2) in either event,
by the vote of a majority of the members of the Fund's Board of
Directors who are not parties to this Agreement or interested
persons of any such party, cast in person at a meeting called for
the purpose of voting on this Agreement.

(b) This Agreement (1) may be terminated at any time without the payment
of any penalty either by vote of the members of the Board of
Directors of the Fund or by a vote of a majority of the Fund's
outstanding voting securities, or by the Manager on sixty days'
prior written notice to Wellington Management, (2) shall immediately
terminate in the event of its assignment, (3) may be terminated by
Wellington Management on ninety days' prior written notice to the
Fund, but such termination will not be effective until the Fund or
the Manager shall have contracted with one or more persons to serve
as a successor Sub-Adviser for the Fund and such person(s) shall
have assumed such position, and (4) will terminate automatically
upon termination of the advisory Agreement between the Manager and
the Fund of even date herewith.

(c) As used in this Agreement, the terms "assignment," "interested
parties" and "vote of a majority of the Fund's outstanding voting
securities" shall have the

<PAGE>

meanings set forth for such terms in the Investment Company Act of
1940, as amended.

(d) Any notice under this Agreement shall be given in writing, addressed
and delivered, or mailed postpaid, to the other party or parties at
the current office address of such party or parties.

9. Nothing in this Agreement shall limit or restrict the right of any
partner, officer, or employee of Wellington Management to engage in any
business or to devote his or her time and attention in part to the
management or other aspects of any other business, whether of a similar
nature or a dissimilar nature, nor to limit or restrict the right of
Wellington Management to engage in any other business or to render
services of any kind to any other corporation, firm, individual or
association.

10. The Manager agrees that neither it nor any affiliate of the Manager will
use Wellington Management's name or refer to Wellington Management or
Wellington Management's clients in marketing and promotional materials
without prior notification to and authorization by Wellington Management,
such authorization not to be unreasonably withheld.

11. If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on the __________ day of ______________________, 1996.

THE HARTFORD INVESTMENT
MANAGEMENT COMPANY, INC.

ATTEST:
---------------------------
- --------------------------

WELLINGTON MANAGEMENT COMPANY

ATTEST: By:______________________

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

EXHIBIT 9(a)

ADMINISTRATIVE SERVICES AGREEMENT

THIS AGREEMENT, made as of the ______day of _____________, 1996, by and
between HARTFORD LIFE INSURANCE COMPANY ("HL"), an insurance company organized
and existing under the laws of the State of Connecticut, and HARTFORD SMALL
COMPANY FUND, INC. (the "Fund"), an open-end, diversified management investment
company organized under the laws of the State of Maryland.

W I T N E S S E T H:

WHEREAS, the Fund desires that HL provide administrative services to the
Fund upon the terms and conditions hereinafter set forth in this Agreement; and

WHEREAS, HL wishes to provide such services for the consideration and upon
the terms and conditions hereinafter set forth in this Agreement;

NOW THEREFORE, in consideration of the promises and the mutual agreements
herein contained, the parties hereto agree as follows:

1. HL shall arrange for and furnish at its own cost and without expense
to the Fund the following personnel, services, equipment and
facilities:

(a) Office space and all necessary office facilities and equipment for
the proper operation of the Fund;

(b) All personnel necessary for the proper operation of the Fund,
including clerical and other office personnel. In this respect HL shall
provide from among its officers, directors and employees persons to serve
as directors, officers and employees of the Fund and to pay the salaries
of all such persons, provided, however, that anything herein to the
contrary notwithstanding, all expenses incurred by any such director,
officer or employee of the Fund in the proper performance of his or her
duties as such shall be reimbursed by the Fund to such person; and

(c) The costs of preparation, printing and mailing of all sales literature
and prospectuses with respect to the Fund's shares other than required
annual mailings of prospectuses to shareholders.

2. HL shall also furnish to the Fund such other administrative services
as are necessary for the efficient operation of the Fund.
Notwithstanding this commitment, however, the Fund shall assume and
pay the following costs and expenses:

(a) Interest, taxes, and brokerage charges;

(b) The costs of preparing, printing and filing any post-effective
amendments or supplements to the registration forms of the Fund
and its securities, the annual mailings of prospectuses to
shareholders, and all federal and state

<PAGE>

registration, qualification and filing costs and fees with
respect to the Fund and its securities;

(d) Transfer agency and dividend and distribution disbursing agency
costs and expenses;

(e) Custodian fees and expenses;

(f) Auditing and legal expenses;

(g) Fidelity bond premiums;

(h) Fees and salaries of directors, officers and employees of the
Fund who are not "interested persons" of HL as that term is
defined in the Investment Company Act of 1940, as amended;

(i) The costs of all annual and semiannual reports mailed to Fund
shareholders, as well as all quarterly, annual and any other
periodic reports required to be filed with the Securities and
Exchange Commission or with any state; any notices required by
federal or state regulatory authorities; and any proxy
solicitation materials directed to Fund shareholders; as well as
all printing and mailing costs incurred in connection with the
above; and

(j) Any expenses incurred in connection with the holding of the
annual and all special meetings of the Fund's shareholders.

3. As compensation for the services to be performed by HL hereunder, the
Fund will pay to HL, as promptly as possible after the last day of
each month, a monthly fee equal to the annual rate of .175% of the
average daily net assets of the Fund.

4. Nothing in this Agreement shall limit or restrict the right of any
director, officer or employee of HL to engage in any other business
or to devote his time and attention in part to the management or
other aspects of any other business, whether of a similar nature or
dissimilar nature, nor to limit the right of HL to engage in any
other business or to render services of any kind to any other
corporation, firm, individual or association.

5. In the absence of willful misfeasance, bad faith, gross negligence or
reckless disregard of the obligations and duties of HL hereunder, HL
shall not be subject to liabilities to the Fund or to any shareholder
for any act or omission in the course of, or connected with,
rendering services hereunder.

6. (a) This Agreement shall become effective on the date and year first
above written and shall continue in effect indefinitely unless
terminated in accordance with its terms.

(b) This Agreement (i) may be terminated at any time without the
payment of any penalty either by vote of the members of the
Fund's Board of Directors or by vote of the majority in interest
of the Fund's shareholders on sixty days' prior written notice
to ITT Hartford, (ii) shall immediately terminate in the event
of its assignment, and (iii) may be terminated by HL on sixty
days' prior written notice to the Fund.

<PAGE>

(c) As used in this section, the term "assignment" shall have the
meaning set forth for such term in the Investment Company Act of
1940, as amended.

(d) Any notice under this section shall be given in writing,
addressed and delivered, or mailed First Class Mail Post-paid,
to the other party at the current office of such other party.

7. If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.

HARTFORD SMALL COMPANY FUND, INC.

ATTEST:

- ------------------------------------ By:--------------------------------------

HARTFORD LIFE INSURANCE COMPANY

ATTEST:

- ------------------------------------ By:--------------------------------------

EXHIBIT 9(b)

HARTFORD SMALL COMPANY FUND, INC.
SHARE PURCHASE AGREEMENT

HARTFORD LIFE INSURANCE COMPANY ("HL"), a Connecticut Corporation, as
Sponsor-Depositor, now and in the future, of certain unit investment trusts, and
issuer of certain annuity contracts (the "Contracts") issued with respect to
such unit investment trusts hereby agrees as of the ____ day of_____ _______,
1996 with HARTFORD SMALL COMPANY FUND, INC. (the "Fund"), an open-end,
diversified, management investment company, to an arrangement whereby Fund
shares shall be made available to serve as the underlying investment media for
the Contracts, subject to the following provisions:

1. Fund shares shall be purchased at the net asset value applicable to each
order as established in accordance with the provisions of the then
currently-effective prospectus of the Fund. Fund shares shall be ordered in such
quantity and at such times as determined by HL (or its successor) to be
necessary to meet the requirements of the Contracts. Confirmations of Fund share
purchases will be sent directly to HL by the Fund. All Fund share purchases
shall be maintained in a book share account in the name of HL. Payment for
shares shall be made directly to the Fund by HL within five (5) days after
placement of the order for Fund shares. If payment is not received by the Fund
within such five-day period, the Fund may, without notice, cancel the order and
hold HL responsible for any loss suffered by the Fund resulting from such
failure to receive timely payment.

Notice shall be furnished promptly to HL by the Fund of any dividend or
distribution payable on Fund shares.

2.(a) The Fund represents that its shares are registered under the Securities
Act of 1933, as amended, and that all appropriate federal and state registration
provisions have been complied with as to such shares and that such shares may
properly be made available for the purposes of this Agreement. The board shall
bear the cost of any such registration, as well as the expense of any taxes
assessed upon the issuance or transfer of Fund shares pursuant to this
Agreement.

(b) The Fund shall supply to HL, in a timely manner and in a sufficient number
to allow distribution by HL to each owner of or participant under a Contract (i)
annual and semiannual reports of the Fund's condition, and (ii) any other
shareholder notice, report or document required by law to be delivered to
shareholders. The Fund shall bear the cost of preparing and supplying the
foregoing materials and HL shall bear the cost of any distribution thereof.

3. HL shall not make any representation concerning Fund shares except those
contained in
1

<PAGE>

the then current prospectus of the Fund and in printed information subsequently
issued by the Fund as information supplemental to the prospectus.

This Agreement shall terminate as to new Contracts:

(a) At the option of HL or the Fund upon six months; advance notice to each
other;

(b) At the option of HL if Fund shares are not available for any reason to meet
the requirements of the Contracts but then only as to those new Contracts, the
terms of which require the periodic payments to be invested in whole or in part
in that particular Series;

(c) At the option of HL, upon institution of formal proceedings against the Fund
by the Securities and Exchange Commission or any other regulatory body;

(d) Upon assignment of this Agreement, unless made with the written consent of
the other
party to this Agreement;

(e) If Fund shares are not registered, issued or sold in conformance with
applicable federal or state law precludes the use of Fund shares as the
underlying investment media of the Contracts. Prompt notice shall be given to HL
in the event the conditions of this provision occur.

Notice of termination hereunder shall be given promptly by the party desiring to
terminate to the other party to this Agreement.

5. Termination as the result of any cause listed in the preceding paragraph
shall not affect the Fund's obligation to furnish Fund shares in connection with
Contracts then in force for which the shares of the Fund serve or may serve as
the underlying investment media, unless further sale of Fund shares is
proscribed by the Securities and Exchange Commission or other regulatory body,
or if Fund shares of the requisite Series are no longer available.

6. This Agreement shall supersede any prior agreement between the parties hereto
relating to the same subject matter.

Each notice required by this Agreement shall be given in writing as follows:

If to the Fund:

Hartford Small Company Fund, Inc.
P.O. Box 2999
Hartford, Connecticut 06104-2999

<PAGE>

If to HL:
Hartford Life Insurance Company
P.O. Box 2999
Hartford, Connecticut 06104-2999

8. This Agreement shall be construed in accordance with the laws of the State
of Connecticut.

Dated:________ , 1996

HARTFORD SMALL COMPANY FUND, INC.

BY______________________________

Attest

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

HARTFORD LIFE INSURANCE COMPANY

BY______________________________

Attest

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

<PAGE>

HARTFORD SMALL COMPANY FUND, INC.
SHARE PURCHASE AGREEMENT

ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY ("ITT Hartford"), a
Connecticut Corporation, as Sponsor-Depositor, now and in the future, of certain
unit investment trusts, and issuer of certain annuity contracts (the
"Contracts") issued with respect to such unit investment trusts hereby agrees as
the ___ day of _______, 1996 with HARTFORD SMALL COMPANY FUND, INC.. (the
"Fund"), an open-end, diversified, management investment company to an
arrangement whereby Fund shares shall be made available to serve as the
underlying investment media for the Contracts, subject to the following
provisions:

1. Fund shares shall be purchased at the net asset value applicable to each
order as established in accordance with the provisions of the then
currently-effective prospectus of the Fund. Fund shares shall be ordered in such
quantity and at such times as determined by ITT Hartford (or its successor) to
be necessary to meet the requirements of the Contracts. Confirmations of Fund
share purchases will be sent directly to ITT Hartford by the Fund. All Fund
share purchases shall be maintained in a book share account in the name of ITT
Hartford. Payment for shares shall be made directly to the Fund by ITT Hartford.
Payment shall be made by ITT Hartford within five (5) days after placement of
the order for Fund shares. If payment is not received by the Fund within such
five-day period, the Fund may, without notice, cancel the order and hold ITT
Hartford responsible for any loss suffered by the Fund resulting from such
failure to receive timely payment.

Notice shall be furnished promptly to ITT Hartford by the Fund of any
dividend or distribution payable on Fund shares.

2. (a) The Fund represents that its shares are registered under the Securities
Act of 1933, as amended, and that all appropriate federal and state registration
provisions have been complied with as to such shares and that such shares may
properly be made available for the purposes of this Agreement. The board shall
bear the cost of any such registration, as well as the expense of any taxes
assessed upon the issuance or transfer of Fund shares pursuant to this
Agreement.

(b) The Fund shall supply to ITT Hartford, in a timely manner and in a
sufficient number to allow distribution by ITT Hartford to each owner of or
participant under a Contract (i) annual and semiannual reports of the Fund's
condition, and (ii) any other shareholder notice, report or document required by
law to be delivered to shareholders. The Fund shall bear the cost of preparing
and supplying the foregoing materials and ITT Hartford shall bear the cost of
any distribution thereof.

3. ITT Hartford shall not make any representation concerning Fund shares except
those contained in the then current prospectus of the Fund and in printed
information subsequently issued by the Fund as information supplemental to the
prospectus.

<PAGE>

4. This Agreement shall terminate as to new Contracts:

(a) At the option of ITT Hartford or the Fund upon six months;
advance notice to each other;

(b) At the option of ITT Hartford if Fund shares are not
available for any reason to meet the requirements of the
Contracts but then only as to those new Contracts, the terms
of which require the periodic payments to be invested in
whole or in part in that particular Series;

(c) At the option of ITT Hartford, upon institution of formal
proceedings against the Fund by the Securities and Exchange
Commission or any other regulatory body;

(d) Upon assignment of this Agreement, unless made with the written
consent of the other party to this Agreement;

(e) In the event Fund shares are not registered, issued or sold
in conformance with applicable federal or state law precludes
the use of Fund shares as the underlying investment media of
the Contracts. Prompt notice shall be given to ITT Hartford
in the event the conditions of this provision occur.

Notice of termination hereunder shall be given promptly by the party
desiring to terminate to the other party to this Agreement.

6. This Agreement shall supersede any prior agreement between the parties
hereto relating to the same subject matter.

7. Each notice required by this Agreement shall be given in writing as
follows:

If to the Fund:

Hartford Small Company Fund, Inc.
P.O. Box 2999
Hartford, Connecticut 06104-2999

<PAGE>

If to ITT:

ITT Hartford Life and Annuity Insurance Company
P.O. Box 2999
Hartford, Connecticut 06104-2999

8. This Agreement shall be construed in accordance with the laws of the
State of Connecticut.

Dated:______________, 1996

HARTFORD SMALL COMPANY FUND, INC.

BY______________________________

Attest

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

ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY

BY______________________________

Attest

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

EXHIBIT 10

ITT Hartford Group, Inc.
Hartford Plaza
Hartford, CT 06115

March 6, 1996

Hartford Small Company Fund, Inc.
Hartford Plaza
Hartford, CT 06115

Gentlemen:

I have examined the Articles of Incorporation of Hartford Small Company Fund,
Inc. (the "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 common stock. Based upon my examination, it is my opinion that the
Fund is a validly organized and existing Maryland corporation and it is legally
authorized to issue up to 750,000,000 shares of common stock of a par value of
ten cents (10(cent)) per share, at prices determined as described in the Fund's
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 of common
stock, when issued for cash consideration as described in the Fund's prospectus,
will be validly issued, fully paid and nonassessable.

I hereby consent to the inclusion of this Opinion as an Exhibit to the Fund's
Registration Statement on Form N-1A.

Very truly yours,

/s/ Michael O'Halloran

Michael O'Halloran
Vice President and Secretary

EXHIBIT 13

SUBSCRIPTION AGREEMENT

The undersigned, Hartford Life Insurance Company ("HLIC"),
desires to purchase, and Hartford Small Company Fund, Inc. (the "Fund"), desires
to sell, shares of Common Stock of the Fund. Therefore, HLIC hereby agrees to
purchase, and the Fund agrees to sell to HLIC, one thousand (1,000) shares of
Common Stock of the Fund, par value $.10 per share, for $1.00 per share, for an
aggregate purchase price of $1,000, payable in cash. HLIC represents to the Fund
that HLIC is purchasing such shares for investment purposes without any present
intention of redeeming or selling such shares.

Dated January 22, 1996

Hartford Small Company Fund, Inc. Hartford Life Insurance Company

By:/s/ J. Richard Garrett By: /s/ Michael O'Halloran
----------------------- ----------------------
J. Richard Garrett Michael O'Halloran
Its Vice President and Treasurer Its Vice President

EXHIBIT 19

HARTFORD INDEX FUND, INC.
HARTFORD MONEY MARKET FUND, INC.
HARTFORD CAPITAL APPRECIATION FUND, INC.
HARTFORD BOND FUND, INC.
HARTFORD STOCK FUND, INC.
HVA MONEY MARKET FUND, INC.
HARTFORD ADVISERS FUND, INC.
HARTFORD U.S. GOVERNMENT MONEY MARKET FUND, INC.
HARTFORD MORTGAGE SECURITIES FUND, INC.
HARTFORD INTERNATIONAL OPPORTUNITIES FUND, INC.
HARTFORD DIVIDEND AND GROWTH FUND, INC.
HARTFORD INTERNATIONAL ADVISERS FUND, INC.
HARTFORD SMALL COMPANY FUND, INC.

POWER OF ATTORNEY

Joseph A. Biernat Charles M. O'Halloran.
Winifred E. Coleman William A. O'Neill
Joseph H. Gareau Millard H. Pryor, Jr.
J. Richard Garrett Lowndes A. Smith
George R. Jay John K. Springer

do hereby jointly and severally authorize Lynda Godkin, Allison MacInnis, Kevin
J. Carr, Charles M. O'Halloran or Scott K. Richardson, to sign as their agent
any Securities Act of 1933 and/or Investment Company Act of 1940 Registration
Statement, pre-effective amendment or post-effective amendment and any
Application for Exemption Relief or other filings with the Securities and
Exchange Commission relating to any Mutual Fund named above.

IN WITNESS WHEREOF, the undersigned have executed this Power of Attorney for the
purpose herein set forth.

Dated:1-24-96
/S/Joseph A. Biernat
Joseph A. Biernat

<PAGE>

Dated: 1-24-96
/S/ Winifred E. Coleman
- -----------------------
Winifred E. Coleman

Dated: 1-24-96
/S/Joseph A. Gareau
- -------------------
Joseph A. Gareau

Dated:1-24-96
/S/ J. Richard Garrett
- ----------------------
J. Richard Garrett

Dated: 1-24-96
/S/ George R. Jay
- -----------------
George R. Jay

Dated:1-24-96
/S/ Charles M. O'Halloran
- -------------------------
Charles M. O'Halloran

Dated: 1-24-96
/S/ William A. O'Neill
- ----------------------
William A. O'Neill

Dated: 1-24-96
/S/ Millard H. Pryor, Jr.
- ------------------------
Millard H. Pryor, Jr.

Dated: 1-24-96
/S/ Lowndes A. Smith
- --------------------
Lowndes A. Smith

Dated: 1-24-96
/S/ John K. Springer
- --------------------
John K. Springer