ITT HARTFORD MUTUAL FUNDS INC, N-1A EL, 1996-04-09

ITT HARTFORD MUTUAL FUNDS INC
N-1A EL, 1996-04-09

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As filed with the Securities and Exchange Commission on April 9, 1996

Registration No. __________

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
AND
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

ITT HARTFORD MUTUAL FUNDS, INC.

(Exact Name of Registrant as Specified in Charter)

Hartford Plaza, Hartford, Connecticut 06115
(Address of Principal Executive Offices)

Registrant's Telephone Number Including Area Code: (860) 547-5000

Michael O'Halloran, Esquire
ITT Hartford Group, Inc.
Law Department
690 Asylum Avenue
Hartford, Connecticut 06115
(Name and Address of Agent for Service)

COPIES TO: Thomas Mira, Esquire
Jorden, Burt, Berenson and Johnson
1025 Thomas Jefferson Street, N.W.
Suite 400 East
Washington, D.C. 20036

Approximate Date of Proposed Public Offering: Upon this Registration Statement
being declared effective.

CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933

Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
Being Being Price Offering Registration
Registered Registered Per unit Price Fee

<PAGE>

- --------------------------------------------------------------------------------
Common Stock * $500
par Value
$.001 per
Share
- --------------------------------------------------------------------------------

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

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>

ITT HARTFORD MUTUAL FUNDS, INC.

Cross-Reference Sheet Showing Location in each Prospectus and
Combined Statement of Additional Information of Information Required
by Items of the Registration Form

Form N-1A Item Number
and Caption Location in Prospectus
--------------------- ----------------------
1. Cover Page Cover Page.

2. Synopsis Investor Expenses.

3. Condensed Financial Not Applicable.
Information

4. General Description of Introduction to the ITT Hartford
Registrant Mutual Funds, Investment Objectives
and Styles of the Funds, Common
Investment Policies and Risk
Factors.

5. Management of the Fund Management of the Funds.

6. Capital Stock and other Ownership and Capitalization of the
Securities Company, Dividends, Capital Gains
and Taxes.

7. Purchase of Securities About Your Account -- How to Buy
Being Offered Shares, How to Exchange Shares,
Determination of Net Asset Value,
Shareholder Account Rules and
Policies

8. Redemption or Repurchase About Your Account -- How to Sell
Shares, How to Exchange Shares,
Determination of Net Asset Value,
Shareholder Account Rules and
Policies.

9. Pending Legal Proceedings Not Applicable.

1
<PAGE>

Form N-1A Item Location in Statement of
Number and Caption Additional Information
------------------ ------------------------
10. Cover Page Cover Page.

11. Table of Contents Cover Page.

12. General Information and Cover Page, General Information.
History

13. Investment Objectives and Investment Objectives and Policies
Policies of the Funds, Investment
Restrictions.

14. Management of the Fund Management of the Company,
Investment Advisory Arrangements;
Fund Expenses.

15. Control Persons and Management of the Company.
Principal Holders of
Securities

16. Investment Advisory and Investment Advisory Arrangements;
Other Services Fund Expenses; Distribution
Arrangements; Distribution
Financing Plan; Custodian; Transfer
Agent Services; Independent Public
Accountants.

17. Brokerage Allocation and Portfolio and Brokerage
Other Practices Transactions.

18. Capital Stock and Other Ownership and Capitalization of the
Securities Company (Prospectus).

19. Purchase Redemption and Determination of Net Asset Value,
Pricing of Securities Purchase and Redemption of Shares.
Being offered

20. Tax Status Taxes

21. Underwriters Distribution Arrangements.

<PAGE>

22. Calculation of Investment Performance.
Performance Data

23. Financial Statements Financial Statements.

<PAGE>

ITT HARTFORD
MUTUAL FUNDS, INC.
PROSPECTUS-- , 1996
CLASS A AND CLASS B SHARES
LOGO

ITT Hartford Mutual Funds, Inc. (the "Company") is an open-end management
investment company comprised of eight diversified investment portfolios (each
a "Fund" and together the "Funds"). The Funds, which have different investment
objectives and policies, are listed below:

<TABLE>
<CAPTION>
ITT HARTFORD FUND GOAL INVESTMENT STYLE
- ----------------------------- ---------------------------- --------------------------------------------------------------------
<S> <C> <C>
Small Company Growth of capital Equity: Invests primarily in stocks of companies with market
capitalizations of less than $2 billion; portfolio is broadly
diversified across industries.
Capital Appreciation Growth of capital Equity: Invests in small, medium, and large companies; portfolio is
comprised primarily of a blend of growth and value stocks and is
broadly diversified across industries.
International Opportunities Growth of capital International Equity: Invests primarily in large, high-quality non-
U.S. companies in established markets, and on a limited basis, in
smaller companies and emerging markets; portfolio is broadly
diversified across industries and countries.
Stock Growth of capital, income is Equity: Invests primarily in large, high quality U.S. companies;
secondary portfolio is broadly diversified across industries which are
expected to grow faster than the overall economy.
Dividend and Growth High level of income, growth Equity: Invests primarily in large, well-known U.S. companies that
of capital have historically paid above average dividends and have the ability
to sustain and potentially increase dividends; portfolio is broadly
diversified across industries.
Advisers Long-term total return Asset Allocation: Invests in a mix of stocks, bonds and money market
instruments; portfolio assets are allocated gradually among the
asset classes based upon the portfolio managers' view of the economy
and valuation of the market sectors; short term market timing is not
used.
Bond Income Strategy High level of income, total Bond: Invests primarily in investment grade bonds; up to 30% may be
return invested in the highest quality tier of the high yield rating
category.
Money Market Maximum current income Money Market: Invests in money market instruments and seeks to
consistent with preservation maintain a stable share price of $1.00.
of capital
</TABLE>

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

AN INVESTMENT IN THE MONEY MARKET FUND IS NEITHER INSURED NOR GUARANTEED
BY THE U.S. GOVERNMENT. WHILE THE MONEY MARKET FUND SEEKS TO MAINTAIN A STABLE
NET ASSET VALUE OF $1.00 PER SHARE, THERE CAN BE NO ASSURANCE THAT THE FUND
WILL ACHIEVE THIS GOAL.

THIS PROSPECTUS SETS FORTH CONCISELY THE INFORMATION ABOUT THE FUNDS THAT
A PROSPECTIVE INVESTOR SHOULD KNOW BEFORE INVESTING. PLEASE READ AND KEEP THIS
PROSPECTUS FOR FUTURE REFERENCE. ADDITIONAL INFORMATION ABOUT THE FUNDS HAS
BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ("SEC") IN A STATEMENT
OF ADDITIONAL INFORMATION DATED 1996 ("SAI"), WHICH IS INCORPORATED
BY REFERENCE INTO THIS PROSPECTUS. TO OBTAIN A COPY OF THE SAI WITHOUT CHARGE,
CALL 1-800- , OR WRITE TO ITT HARTFORD MUTUAL FUNDS, INC., P.O. BOX
, BOSTON, MA 02266 .

MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED BY,
ANY BANK OR OTHER DEPOSITORY INSTITUTION. SHARES ARE NOT INSURED BY THE FDIC,
THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY, AND ARE SUBJECT TO INVESTMENT
RISK, INCLUDING THE POSSIBLE LOSS OF THE PRINCIPAL AMOUNT INVESTED.
------------------------------------------------------------------------------

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.
------------------------------------------------------------------------------
<PAGE>
ITT HARTFORD MUTUAL FUNDS
TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Investor Expenses..................................................... 4
Introduction to the ITT Hartford Mutual Funds......................... 5
Investment Objectives and Styles of the Funds......................... 5
Common Investment Policies and Risk Factors........................... 8
Performance of the Funds.............................................. 13
About Your Account.................................................... 17
How to Buy Shares................................................... 17
Special Investment Programs and Privileges.......................... 21
How to Redeem Shares................................................ 23
How to Exchange Shares.............................................. 24
Determination of Net Asset Value.................................... 25
Shareholder Account Rules and Policies.............................. 25
Investor Information Services....................................... 26
Management of the Funds............................................... 27
Dividends, Capital Gains and Taxes.................................... 30
Ownership and Capitalization of Funds................................. 31
General Information................................................... 31
</TABLE>

2
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INVESTOR EXPENSES

The expenses and the maximum transaction costs associated with investing in
Class A or Class B shares of each Fund and the estimated aggregate operating
expenses for each Fund are reflected in the following table.
<TABLE>
<CAPTION>
SMALL CAPITAL INTERNATIONAL
COMPANY APPRECIATION OPPORTUNITIES STOCK
FUND FUND FUND FUND
----------------- ----------------- ----------------- -----------------
CLASS A CLASS B CLASS A CLASS B CLASS A CLASS B CLASS A CLASS B
------- ------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Charge on purchases
(as % of Offering Price) (1)...... 5.50% None 5.50% None 5.50% None 5.50% None
Maximum Deferred Sales Charge
(2)............................... None 5.00% None 5.00% None 5.00% None 5.00%
Exchange Fees (3).................. None None None None None None None None

ANNUAL OPERATING EXPENSES
(AS % OF AVERAGE NET ASSETS)
Management Fees.................... 0.85% 0.85% 0.80% 0.80% 0.85% 0.85% 0.80% 0.80%
12b-1 Distribution and Service Fees
(4)............................... 0.30% 1.00% 0.30% 1.00% 0.30% 1.00% 0.30% 1.00%
Other Expenses (5)................. .35% .35% .35% .35% .80% .80% .35% .35%
Total Operating Expenses (after
reimbursements) (5)............... 1.45% 2.15% 1.45% 2.15% 1.65% 2.35% 1.45% 2.15%
Total Operating Expenses (without
reimbursements) (5)............... 1.50% 2.20% 1.45% 2.15% 1.95% 2.65% 1.45% 2.15%

<CAPTION>
MONEY
DIVIDEND AND ADVISERS BOND INCOME MARKET
GROWTH FUND FUND STRATEGY FUND FUND
----------------- ----------------- ----------------- -------
CLASS A CLASS B CLASS A CLASS B CLASS A CLASS B CLASS A
------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Charge on purchases
(as % of Offering Price) (1)...... 5.50% None 5.50% None 4.50% None None
Maximum Deferred Sales Charge
(2)............................... None 5.00% None 5.00% None 5.00% None
Exchange Fees (3).................. None None None None None None None
ANNUAL OPERATING EXPENSES
(AS % OF AVERAGE NET ASSETS)
Management Fees.................... 0.75% 0.75% 0.75% 0.75% 0.65% 0.65% 0.50%
12b-1 Distribution and Service Fees
(4)............................... 0.30% 1.00% 0.30% 1.00% 0.30% 1.00% 0.30%
Other Expenses (5)................. .35% .35% .35% .35% .35% .35% .35%
Total Operating Expenses (after
reimbursements) (5)............... 1.45% 2.15% 1.45% 2.15% 1.25% 1.95% 1.00%
Total Operating Expenses (without
reimbursements) (5)............... 1.40% 2.10% 1.40% 2.10% 1.30% 2.00% 1.15%
</TABLE>

- ----------------------------------
(1) If you purchase Class A shares, except for Class A shares in the Money
Market Fund, you will pay a sales charge equal to the amount of your
investment multiplied by the percentage set forth in the table above.
However, a lesser or no sales charge may be imposed depending on the size
of the investment in Class A shares. Although purchases of Class A shares
of $1 million or more are not subject to an initial sales charge, they may
be subject to a contingent deferred sales charge ("CDSC") if redeemed
within 18 months of the calendar month of purchase. If you purchase Class B
shares, you do not pay an initial sales charge but you may incur a CDSC if
you redeem some or all of your Class B Shares before the end of the sixth
year after which you purchased Class B Shares. The CDSC is 5%, 4%, 3%, 3%
2%, and 1% for redemptions occurring in years one through six respectively.
After the sixth year, the CDSC is eliminated. See "How to Buy Shares."

(2) Shares of the Money Market Fund acquired by exchange from Class A or Class
B shares of any other Fund which are subject to a CDSC may be subject to a
CDSC if redeemed. The CDSC will be assessed at a rate equal to the CDSC
rate that would be applicable to the original shares as exchanged. Long-
term shareholders may pay more than the economic equivalent of the maximum
front-end sales charges permitted by the National Association of Securities
Dealers ("NASD"). See "How to Buy Shares."

(3) All exchanges in excess of 12 exchanges in a 12-month period may be subject
to an exchange fee of $10 per exchange. Any exchange fee is paid directly
to the Fund from which shares have been redeemed. See "How to Exchange
Shares."

(4) Although the Class A shares of each Fund may pay Rule 12b-1 fees of up to
.35%, the 12b-1 fee for each Fund has been voluntarily capped at .30%
through July 1, 1997. This cap may be removed at any time after July 1,
1997.

(5) ITT Hartford Group, Inc. ("ITT Hartford"), the ultimate parent company of
the Hartford Investment Management Company ("HIMCO"), has voluntarily
agreed to limit the expenses of each Fund exclusive of taxes, interest,
brokerage commissions, certain distribution fees and extraordinary expenses
until at least July 1, 1997. This policy may be discontinued at any time
after July 1, 1997.

3
<PAGE>
EXPENSE EXAMPLES

An investor would have paid the following expenses at the end of the period
shown on a $1,000 investment, assuming a 5% annual return and redemption at the
end of each period.

<TABLE>
<CAPTION>
YEAR 1 YEAR 3
----------------- -----------------
CLASS A CLASS B CLASS A CLASS B
------- ------- ------- -------
<S> <C> <C> <C> <C>
Small Company Fund................................ $69 $72 $ 99 $ 98
Capital Appreciation Fund......................... 69 72 99 98
International Opportunities Fund.................. 71 74 105 104
Stock Fund........................................ 69 72 99 98
Dividend and Growth Fund.......................... 69 72 99 98
Advisers Fund..................................... 69 72 99 98
Bond Income Strategy Fund......................... 57 70 83 92
Money Market Fund................................. 10 N/A 30 N/A
</TABLE>

Using the same assumptions for the first table but assuming that you did not
redeem your shares at the end of each period, you would bear the following
expenses:

<TABLE>
<CAPTION>
YEAR 1 YEAR 3
----------------- -----------------
CLASS A CLASS B CLASS A CLASS B
------- ------- ------- -------
<S> <C> <C> <C> <C>
Small Company Fund................................ $69 $22 $ 99 $68
Capital Appreciation Fund......................... 69 22 99 68
International Opportunities Fund.................. 71 24 105 74
Stock Fund........................................ 69 22 99 68
Dividend and Growth Fund.......................... 69 22 99 68
Advisers Fund..................................... 69 22 99 68
Bond Income Strategy Fund......................... 57 29 83 62
Money Market Fund................................. 19 N/A 30 N/A
</TABLE>

These examples illustrate the effect of expenses, but are not meant to
suggest actual or expected costs or returns, all of which may vary.

4
<PAGE>
INTRODUCTION TO THE ITT HARTFORD MUTUAL FUNDS

The Company is an open-end management investment company, commonly known as
a mutual fund, which was organized as a Maryland corporation on March 21, 1996.
The Company consists of eight series, each of which is divided into Class A,
Class B and Class Y shares except the Money Market Fund which is divided into
Class A and Class Y shares. Class Y shares are offered to certain institutional
investors by a separate prospectus. Each Class may have different expenses which
may affect performance. Each Fund has different investment objectives, styles
and policies. These differences affect the types of securities in which each
Fund may invest and, therefore, the potential return of each Fund and the
associated risks. There is no assurance, however, that any Fund will meet its
investment goals. Whether an investment in a particular Fund is appropriate for
you depends on your investment goals, including the return you seek, the
expected duration of your investment and the level of risk you are willing to
bear.

Hartford Investment Management Company ("HIMCO") is the investment adviser
to each Fund. In addition, under HIMCO's general management, Wellington
Management Company ("Wellington Management") serves as a sub-adviser to the
Small Company Fund, Capital Appreciation Fund, International Opportunities Fund,
Stock Fund, Dividend and Growth Fund and Advisers Fund.

HIMCO was incorporated in Connecticut in 1981 and is a wholly-owned indirect
subsidiary of ITT Hartford Group, Inc. ("ITT Hartford"), a Connecticut insurance
holding company with over $94 billion in assets. Wellington Management, a
Massachusetts general partnership, is a professional investment counseling firm
that provides services to investment companies, employee benefit plans,
endowments, foundations and other institutions and individuals. Wellington
Management and its predecessor organizations have provided investment advisory
services since 1933. As of December 31, 1995, HIMCO and its affiliates and
Wellington Management had investment management authority with respect to
approximately $49.6 and $109.2 billion of assets, respectively, for various
clients. Since 1977, HIMCO and its affiliates have served as the investment
manager to a family of mutual funds in which variable annuity and variable life
insurance contracts issued by subsidiaries of ITT Hartford are invested. Since
1984, Wellington Management has served as sub-adviser to certain of those funds.
HIMCO and Wellington Management collectively manage over $10 billion of assets
in these mutual funds.

INVESTMENT OBJECTIVES AND INVESTMENT STYLES OF THE FUNDS

The Funds have different investment objectives and policies, as described
below. The differences among the Funds can be expected to affect the investment
return of each Fund and the degree of market and financial risk to which each
Fund is subject. Each Fund is subject to certain fundamental investment
restrictions that are enumerated in detail in the SAI and may not be changed
without shareholder approval. All other investment policies (including each
Fund's investment objective) are non-fundamental and may be changed by the Board
of Directors without shareholder approval. Stated below is the investment
objective and investment style for each Fund. For a description of each Fund's
investment policies and risk factors, see "COMMON INVESTMENT POLICIES AND RISK
FACTORS."

HARTFORD SMALL COMPANY FUND

INVESTMENT OBJECTIVE.

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

INVESTMENT STYLE.

5
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broad industry diversification. In selecting investments Wellington Management
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.

HARTFORD CAPITAL APPRECIATION FUND

INVESTMENT OBJECTIVE.

The Capital Appreciation Fund seeks growth of capital by investing primarily
in equity securities selected on the basis of potential for capital
appreciation.

INVESTMENT STYLE.

The Capital Appreciation Fund invests in a diversified portfolio of
primarily equity securities. Wellington Management 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. Small and medium sized companies are selected primarily
on the basis of dynamic earnings growth 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.

HARTFORD INTERNATIONAL OPPORTUNITIES FUND

INVESTMENT OBJECTIVE.

The International Opportunities Fund seeks growth of capital consistent with
prudent investment risk by investing primarily in equity securities issued by
non-U.S. companies.

INVESTMENT STYLE.

The International Opportunities Fund invests in a diversified portfolio of
primarily equity securities covering a broad range of countries, industries, and
companies. 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 in non-U.S. markets. Wellington
Management uses a three-pronged approach. First, Wellington Management
determines the relative attractiveness of the many countries in which the
International Opportunities Fund may invest based upon the economic and
political environment of each country. Second, Wellington Management evaluates
industries on a global basis to determine which industries offer the most value
and potential for capital appreciation given current and projected global and
local economic and market conditions. Finally, Wellington Management conducts
fundamental research on individual companies and considers companies for
inclusion in the International Opportunities Fund's portfolio that are typically
larger, high quality companies that operate in established markets. 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, Wellington Management 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. The International Opportunities Fund may also invest on
a limited basis in smaller companies and less developed markets. The
International Opportunities Fund anticipates that, under normal market
conditions, it will diversify its investments in at least three countries other
than the United States. The International Opportunities Fund will be subject to
certain risks because it invests primarily in securities issued by non-U.S.
companies.

HARTFORD STOCK FUND

INVESTMENT OBJECTIVE.

The Stock Fund seeks long-term growth of capital, with income as a secondary
consideration, by investing primarily in equity securities.

6
<PAGE>
INVESTMENT STYLE.

The Stock Fund invests in a diversified portfolio of primarily equity
securities using a two-tiered investment approach. First, under what is
sometimes referred to as a "top down" approach, Wellington Management 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, Wellington Management 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.

HARTFORD DIVIDEND AND GROWTH FUND

INVESTMENT OBJECTIVE.

The Dividend and Growth Fund seeks a high level of current income consistent
with growth of capital and reasonable investment risk by investing primarily in
equity securities.

INVESTMENT STYLE.

The Dividend and Growth Fund invests in a diversified portfolio of primarily
equity securities that typically have above average income yield and whose
prospects for capital appreciation are considered favorable by Wellington
Management. Wellington Management 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,
Wellington Management 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.

HARTFORD ADVISERS FUND

INVESTMENT OBJECTIVE.

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

INVESTMENT STYLE.

The Advisers Fund seeks to achieve its objective through the active
allocation of its assets among the asset categories of equity securities, debt
securities and money market instruments based upon Wellington Management'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. Wellington Management bases its asset
allocation decisions on fundamental analysis and does 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
that may be 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." The debt securities in which the Advisers Fund may
invest include securities issued or guaranteed by the U.S. Government and its
agencies or instrumentalities, securities rated investment grade, or if unrated,
are deemed by Wellington Management to be of comparable quality, and with
respect to 5% of the Advisers Fund's assets, securities rated below investment
grade which are known as high yield-high risk securities. The money market
instruments in which the Adviser's Fund may invest are described under "COMMON
INVESTMENT POLICIES AND RISK FACTORS -- Money Market Instruments and Temporary
Investment Strategies."

7
<PAGE>
HARTFORD BOND INCOME STRATEGY FUND

INVESTMENT OBJECTIVE.

The Bond Income Strategy Fund seeks a high level of current income
consistent with a competitive total return by investing primarily in debt
securities.

INVESTMENT STYLE.

The Bond Income Strategy Fund will have a diversified portfolio of
investments in fixed-income securities. Under normal circumstances at least 70%
of the Bond Income Strategy Fund's portfolio will be invested in investment
grade bond-type securities. Up to 30% of the Bond Income Strategy Fund may be
invested in the highest category of below investment grade bonds ("Ba" by
Moody's Investors Service, Inc. ("Moody's") or "BB" by Standard and Poors
Corporation ("S&P")). No investments will be made in debt securities rated below
"Ba" or "BB", or if unrated, determined to be of comparable quality by HIMCO.
Investments in securities rated in the highest category below investment grade
may offer an attractive risk/reward trade-off and investment in this sector may
enhance the current yield and total return of the Bond Income Strategy Fund over
time. Investing in securities within this rating category combined with the
investment grade portion of the portfolio is designed to provide investors with
both a high level of current income and attractive relative total returns.

The Bond Income Strategy 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
Income Strategy 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 Income Strategy 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.

HARTFORD MONEY MARKET FUND

INVESTMENT OBJECTIVE.

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

INVESTMENT POLICIES.

The Money Market Fund seeks to maintain a stable net asset value of $1.00
per share; however, there can be no assurance that the Fund will achieve this
goal. The Money Market Fund's portfolio will consist entirely of cash, cash
equivalents and high quality debt securities as permitted under Rule 2a-7 of the
Investment Company Act of 1940 (the "1940 Act"). Each investment will have 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 HIMCO's
appraisal of money market conditions and will not exceed 90 days. All securities
purchased by the Money Market Fund will be U.S. dollar denominated.

COMMON INVESTMENT POLICIES AND RISK FACTORS

MONEY MARKET INSTRUMENTS AND TEMPORARY INVESTMENT STRATEGIES

In addition to the Money Market Fund which may invest in cash, cash
equivalents and money market instruments at any time, all other Funds may hold
cash or cash equivalents and may invest any portion or all of their assets in
high quality money market instruments in one or more of the following
circumstances: (1) during periods when HIMCO or Wellington Management deems it
necessary for temporary defensive purposes; (2) to meet liquidity needs; (3) in
anticipation of investment of its assets; or (4) with respect to the Advisers
Fund, when Wellington Management expects returns on such instruments to be
attractive relative to investments in equity and debt securities.

8
<PAGE>
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; (6)
asset-backed securities (Advisers Fund, Bond Income Strategy Fund and Money
Market Fund only); and (7) repurchase agreements.

REPURCHASE AGREEMENTS

Each Fund is permitted to enter into fully collateralized repurchase
agreements. 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 would be in excess of the purchase price, reflecting an agreed
upon market interest rate. The Company's Board of Directors has established
standards for evaluation of the creditworthiness of the banks and securities
dealers with which the Funds may engage in repurchase agreements and monitors on
a quarterly basis HIMCO'S and Wellington Management's compliance with such
standards. Presently, each Fund may enter into repurchase agreements only with
commercial banks with at least $500 million in capital and $1 billion in assets
or with recognized government securities dealers with a minimum net capital of
$100 million.

REVERSE REPURCHASE AGREEMENTS

Each Fund may also enter into reverse repurchase agreements. Reverse
repurchase agreements involve sales by a Fund of portfolio assets concurrently
with an agreement by a Fund to repurchase the same assets at a later date at a
fixed price. Reverse repurchase agreements carry the risk that the market value
of the securities which a Fund is obligated to repurchase may decline below the
repurchase price. A reverse repurchase agreement may be viewed as a
collateralized borrowing by a Fund. Borrowing magnifies the potential for gain
or loss on the portfolio securities of a Fund and, therefore, increases the
possibility of fluctuation in a Fund's net asset value. A Fund will establish a
segregated account with the Company's custodian bank in which a Fund will
maintain cash, cash equivalents or other high quality portfolio securities equal
in value to a Fund's obligations in respect of reverse repurchase agreements.

DEBT SECURITIES

Each Fund is permitted to invest in debt securities including (1) securities
issued or guaranteed as to principal or interest by the U.S. Government, its
agencies or instrumentalities; (2) debt securities issued or guaranteed by U.S.
corporations or other issuers (including foreign governments or corporations);
(3) asset-backed securities and mortgage-related securities, including
collateralized mortgage obligations ("CMO's"); and (4) 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.

INVESTMENT GRADE DEBT SECURITIES

Each Fund is permitted to invest in debt securities rated within the four
highest rating categories (i.e., Aaa, Aa, A or Baa by Moody's or AAA, AA, A or
BBB by S&P, (or, if unrated, securities of comparable quality as determined by
HIMCO or Wellington Management. These securities are generally referred to as
"investment grade securities." Each rating category has within it different
gradations or sub-categories. If a Fund is authorized to invest in a certain
rating category, the Fund is also permitted to invest in any of the sub-
categories or gradations within that rating category. If a security is
downgraded to a rating category which does not qualify for investment, HIMCO or
Wellington Management will use its discretion on whether to hold or sell based
upon its opinion on the best method to maximize value for shareholders over the
long term. 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 HIMCO or Wellington Management) are viewed as having 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.

HIGH YIELD-HIGH RISK DEBT SECURITIES

The Small Company Fund, Capital Appreciation Fund, International
Opportunities Fund, Stock Fund, Dividend and Growth Fund and Advisers Fund each
may invest up to 5% of its assets in high yield debt securities, commonly known
as "junk bonds" (i.e., rated as low as "C" by Moody's or "CC" by S&P, and
unrated securities of comparable quality as determined by Wellington
Management). The Bond Income Strategy Fund may invest up to 30% of its assets in
securities rated in the highest level below investment grade

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<PAGE>
("Ba" by Moody's or "BB" by S&P) or if unrated, determined to be of comparable
quality by HIMCO. Each rating category has within it different gradations or
sub-categories. If a Fund is authorized to invest in a certain rating category,
the Fund is also permitted to invest in any of the sub-categories or gradations
within that rating category. If a security is downgraded to a rating category
which does not qualify for investment, HIMCO or Wellington Management will use
its discretion on whether to hold or sell based upon its opinion on the best
method to maximize value for shareholders over the long term. 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 are set forth in the SAI. High
yield-high risk 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.

MORTGAGE-BACKED AND ASSET-BACKED SECURITIES

The Advisers Fund and the Bond Income Strategy Fund may invest in
mortgage-backed securities and the Advisers Fund, Bond Income Strategy Fund and
Money Market Fund may invest in asset-backed securities. Mortgage-backed
securities represent a participation in, or are secured by, mortgage loans and
include securities issued or guaranteed by the U.S. Government or one of its
agencies or instrumentalities; securities issued by private issuers that
represent an interest in, or are collateralized by, mortgage-backed securities
issued or guaranteed by the U.S. Government or one or its agencies or
instrumentalities; or securities issued by private issuers that represent an
interest in or are collateralized by mortgage loans or mortgage-backed
securities without a government guarantee but usually having some form of
private credit enhancement. Asset-backed securities are structured like
mortgage-backed securities, but instead of mortgage loans or interests in
mortgage loans, the underlying assets may include motor vehicle installment
sales or installment loan contracts, leases of various types of real and
personal property, and receivables from credit card agreements.

Due to the risk of prepayment, especially when interest rates decline,
mortgage-backed and asset-backed securities are less effective than other types
of securities as a means of "locking in" attractive long-term interest rates
and, as a result, may have less potential for capital appreciation during
periods of declining interest rates than other securities of comparable
maturities. The ability of an issuer of asset-backed securities to enforce its
security interest in the underlying assets may be limited.

EQUITY SECURITIES

All Funds except the Money Market Fund and Bond Income Strategy Fund may
invest in equity securities including common stocks, preferred stocks,
convertible preferred stock and rights to acquire such securities. In addition,
these Funds may invest in securities such as bonds, debentures and corporate
notes which are convertible into common stock at the option of the holder.

NON-U.S. SECURITIES

Under normal circumstances the International Opportunities Fund intends to
invest at least 65% of its assets in securities issued by non-U.S. companies
("non-U.S. securities"). In addition, the International Opportunities Fund may
invest in commingled pools offered by non-U.S. banks. Each other Fund is
permitted to invest up to 20% of its assets, and the Money Market Fund and Bond
Income Strategy Fund are permitted to invest up to 25% and 30% of their assets,
in non-U.S. securities. The Bond Income Strategy Fund intends to purchase
securities denominated in U.S. dollars, or if not so denominated, to use
currency transactions to reflect U.S. dollar valuation at the time of purchase
or while the security is held by the Fund. Each Fund except the Money Market
Fund and the Bond Income Strategy Fund may invest in American Depositary
Receipts ("ADRs") and Global Depositary Receipts ("GDRs"). ADRs are certificates
issued by a U.S. bank or trust company and represent the right to receive
non-U.S. securities. 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.

10
<PAGE>
When selecting non-U.S. securities HIMCO or Wellington Management will
evaluate the economic and political climate and the principal securities markets
of the country in which the company is located. Investing in non-U.S. securities
involves considerations and potential risks not typically associated with
investing in securities 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.
securities are affected by changes in currency rates or exchange control
regulations, restrictions or prohibitions on the repatriation of non-U.S.
currencies, application of non-U.S. tax laws, including withholding taxes,
changes in 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. See the SAI for additional risk disclosure concerning non-U.S.
securities.

CURRENCY TRANSACTIONS

Each Fund, except the Money Market 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, currency swaps, exchange-listed and over-the-counter ("OTC")
currency futures contracts and options thereon and exchange listed and OTC
options on currencies.

Forward currency contracts 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. Currency swaps are agreements to exchange
cash flows based on the notional difference between or among two or more
currencies. See "Swap Agreements."

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 potential losses
arising from fluctuations in the value of the Fund's underlying securities.
Further, the Funds may enter into currency transactions only with counterparties
that HIMCO or Wellington Management deem to be creditworthy.

The Funds may also enter into options and futures contracts relative to
foreign currency to hedge against fluctuations in foreign currency rates. See
"Options and Futures Contracts" for a discussion of risk factors relating to
foreign currency transactions including related options and futures contracts.

OPTIONS AND FUTURES CONTRACTS

Each Fund, except the Money Market Fund, may employ certain hedging, income
enhancement and risk management techniques involving options and futures
contracts. The Funds may write covered call options or purchase put and call
options on individual securities, write covered put and call options and
purchase put and call options on foreign currencies, aggregates of equity and
debt securities, indices of prices of equity and debt securities and other
financial indices, and 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.

A Fund may write covered options only. "Covered" means that, so long as a
Fund is obligated as the writer of an option, it will own either the underlying
securities or currency or an option to purchase or sell 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 receives a premium from writing a call or put option, which
increases the Fund's return if the option expires unexercised or is closed out
at a net profit.

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 options on such futures contracts. 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 Commodities Futures Trading Commission ("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 non-hedging positions may not
exceed 5% of the liquidation value of Fund's portfolio, after taking into
account the unrealized profits and unrealized losses on any such contracts the
Fund has entered into.

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<PAGE>
A Fund's 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 the ability
of HIMCO or Wellington Management 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 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 Internal Revenue
Code (the "Code"). See the SAI for additional information on options and futures
contracts.

SWAP AGREEMENTS

Each Fund, except the Money Market Fund, may enter into interest rate swaps,
currency swaps, equity 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.

ILLIQUID SECURITIES

Each Fund is permitted to invest up to 15% of its net assets in illiquid
securities except the Money Market Fund which may invest up to 10% of its net
assets in such 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. Each Fund
may purchase certain restricted securities commonly known as Rule 144A
securities that can be resold to institutions and which may be determined to be
liquid pursuant to policies and guidelines of the Board of Directors.

Under current interpretations of the SEC Staff, the following securities may
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.

WHEN-ISSUED AND DELAYED-DELIVERY SECURITIES

Each Fund is permitted to 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 the Funds generally
purchase securities on a when-issued basis with the intention of acquiring the
securities, the Funds may sell the securities before the settlement date

12
<PAGE>
if HIMCO or Wellington Management deems it advisable. At the time a Fund makes
the commitment to purchase securities on a when-issued basis, the Fund will
record the transaction and thereafter reflect the value, each day, of such
security in determining net asset value. At the time of delivery of the
securities, the value may be more or less than the purchase price.

OTHER INVESTMENT COMPANIES

Each Fund is permitted to invest in other investment companies. Securities
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. A Fund
will not purchase a security if, as a result, (1) more than 10% of the Fund's
assets would be invested in securities of other investment companies, (2) such
purchase would result in more than 3% of the total outstanding voting securities
of any one such investment company being held by the Fund or (3) more than 5% of
the Fund's assets would be invested in any one such investment company.

PORTFOLIO SECURITIES LENDING

Each Fund may lend its portfolio securities to broker/dealers and other
institutions as a means of earning interest income. Delays or losses could
result if a borrower of portfolio securities becomes bankrupt or defaults on its
obligation to return the loaned securities. A Fund may lend securities only if:
(1) the loan is fully secured by appropriate collateral at all times as
determined by HIMCO; and (2) the value of all loaned securities of the Fund is
not more than 33 1/3% of the Fund's total assets.

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. 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 Fund.

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 held by each Fund.

In pursuit of a Fund's investment objective, HIMCO and Wellington Management
attempt to select appropriate individual securities for inclusion in a Fund's
portfolio. In addition, HIMCO and Wellington Management 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 or Wellington Management's success not only in selecting individual
securities, but also in identifying the appropriate mix of securities consistent
with a Fund's investment objective.

PERFORMANCE OF THE FUNDS

Because the Funds are being offered to the public for the first time, as of
the date of this Prospectus they do not have any prior operating history or
performance. However, the Capital Appreciation Fund, International Opportunities
Fund, Stock Fund, Dividend and Growth Fund, Advisers Fund and Money Market Fund
are modeled after existing funds (the "Insurance Funds") that are managed by
HIMCO or Wellington Management and have investment objectives and policies
substantially similar to the corresponding Funds. The Insurance Funds are used
as investment vehicles for the assets of variable annuity and variable life
insurance contracts issued by ITT Hartford affiliates.

13
<PAGE>
Below you will find information about the performance of the Insurance
Funds. Although the six comparable Funds discussed above have substantially
similar investment objectives and policies, the same investment adviser and
sub-adviser and the same portfolio managers as the Insurance Funds, you should
not assume that the Funds offered by this Prospectus will have the same future
performance as the Insurance Funds. For example, any Fund's future performance
may be greater or less than the performance of the corresponding Insurance Fund
due to, among other things, differences in expenses and cash flows between a
Fund and the corresponding Insurance Fund.

The investment characteristics of each Fund listed below will closely
resemble the investment characteristics of the corresponding Insurance Fund.
Depending on the Fund involved, similarity of investment characteristics may
involve factors such as industry diversification, country diversification,
portfolio beta, portfolio quality, average maturity of fixed-income assets,
equity/non-equity mixes, and individual holdings.

Certain Funds do have differences from their corresponding Insurance Fund
none of which HIMCO or Wellington Management believe would cause a significant
change in investment results. Investors may note the following differences:

1. The Capital Appreciation Fund, Stock Fund and Advisers Fund may each
invest up to 15% of their assets in illiquid securities. The corresponding
Insurance Fund may invest only 10% of its assets in illiquid securities.

2. The Dividend and Growth Fund, the Stock Fund and the Advisers Fund
may invest 5% of their assets in debt securities that are rated below
investment grade by Moody's or S&P (or are of comparable quality as
determined by Wellington Management). Their corresponding Insurance Funds
may not invest any of their assets in debt securities rated below investment
grade.

3. The International Opportunities Fund may invest 5% of its assets in
debt securities rated below investment grade by Moody's or S&P, or of
comparable quality as determined by Wellington Management, and must invest
in a minimum of three countries (not including the United States). The
corresponding Insurance Fund may invest 15% of its assets in debt securities
rated below investment grade and must invest in a minimum of five countries
(including the United States.)

4. Each Fund may borrow money in amounts not to exceed 33 1/3% of the
value of its total assets. The Insurance Funds' International Opportunities
Fund, Dividend and Growth Fund and each other corresponding fund can borrow
up to 20%, 15% and 5% of their respective assets.

The table below sets forth each Fund, and its corresponding Insurance Fund,
its inception date and asset size as of December 31, 1995:

<TABLE>
<CAPTION>
CORRESPONDING INSURANCE FUND
FUND (INCEPTION DATE AND ASSET SIZE)
- --------------------------------------------- -------------------------------------------------
<S> <C>
Capital Appreciation......................... Hartford Capital Appreciation Fund, Inc.
(April 2, 1984)
$2,204,105,364

International Opportunities.................. Hartford International Opportunities Fund, Inc.
(July 2, 1990)
$688,685,636

Stock........................................ Hartford Stock Fund, Inc.
(August 31, 1977)
$1,881,501,503

Dividend and Growth.......................... Hartford Dividend and Growth Fund, Inc.
(March 8, 1994)
$276,245,852

Advisers..................................... Hartford Advisers Fund, Inc.
(March 31, 1983)
$4,275,088,899

Money Market................................. HVA Money Market Fund, Inc.
(June 30, 1980)
$364,013,082
</TABLE>

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<PAGE>
The following four tables show the average annualized total returns for the
Insurance Funds for the one, three, five and ten year (or life of the Insurance
Fund, if shorter) periods ended December 31, 1995. These figures are based on
the actual gross investment performance of the Insurance Funds. From the gross
investment performance figures, the maximum Total Fund Operating Expenses
reflected in the fee table above are deducted to arrive at the net return. The
first table for each Class shown reflects a deduction for the maximum applicable
sales charge, while the second table for each Class shown reflects no deduction
for sales charges. Performance figures will be lower when sales charges are
taken into effect.

ASSUMING CLASS A SHARE TOTAL FUND OPERATING EXPENSES AND THE
MAXIMUM INITIAL SALES LOAD APPLICABLE TO CLASS A SHARES.

<TABLE>
<CAPTION>
10 YEARS
INSURANCE FUND OR SINCE
(INCEPTION DATE) 1 YEAR 3 YEARS 5 YEARS INCEPTION
------- ------- ------- ---------
<S> <C> <C> <C> <C>
Hartford Capital Appreciation Fund, Inc. ................... 22.06% 14.20% 21.58% 14.23%
(April 2, 1984)
Hartford International Opportunities Fund, Inc. ............ 6.8% 11.36% 8.13% 4.89%
(July 2, 1990)
Hartford Stock Fund, Inc. .................................. 25.45% 11.37% 13.24% 11.82%
(August 31, 1977)
Hartford Dividend and Growth Fund, Inc. .................... 27.91% N/A N/A 15.44%
(March 8, 1994)
Hartford Advisers Fund, Inc. ............................... 20.25% 8.93% 10.71% 10.53%
(March 31, 1983)
HVA Money Market Fund, Inc. ................................ 5.15% 3.69% 3.94% 5.52%
(June 30, 1980)
</TABLE>

ASSUMING CLASS A SHARE TOTAL FUND OPERATING EXPENSES WITH NO INITIAL SALES LOAD
(1)

<TABLE>
<CAPTION>
10 YEARS
INSURANCE FUND OR SINCE
(INCEPTION DATE) 1 YEAR 3 YEARS 5 YEARS INCEPTION
------- ------- ------- ---------
<S> <C> <C> <C> <C>
Hartford Capital Appreciation Fund, Inc. ................... 29.17% 16.38% 22.97% 14.88%
(April 2, 1984)
Hartford International Opportunities Fund, Inc. ............ 13.05% 13.48% 9.36% 5.97%
(July 2, 1990)
Hartford Stock Fund, Inc. .................................. 32.75% 13.49% 14.53% 12.45%
(August 31, 1977)
Hartford Dividend and Growth Fund, Inc. .................... 35.36% N/A N/A 19.10%
(March 8, 1994)
Hartford Advisers Fund, Inc. ............................... 27.25% 11.00% 11.97% 11.16%
(March 31, 1983)
HVA Money Market Fund, Inc. ................................ 5.15% 3.69% 3.84% 5.52%
(June 30, 1980)
</TABLE>

- ------------------------
(1) Certain persons may purchase Class A Shares that are not subject to the
Class A Initial Sales Charge (see "Waiver of Class A Initial Sales Charges"
in this Prospectus) and certain other persons may purchase Class A Shares
subject to less than the maximum Initial Sales Charge (see "Reduced Sales
Charges for Class A Share Purchases" in this Prospectus).

15
<PAGE>
ASSUMING CLASS B SHARE TOTAL FUND OPERATING EXPENSES AND
REDEMPTION AT THE END OF THE APPLICABLE TIME PERIOD.

<TABLE>
<CAPTION>
10 YEARS
INSURANCE FUND OR SINCE
(INCEPTION DATE) 1 YEAR 3 YEARS 5 YEARS INCEPTION
------- ------- ------- ---------
<S> <C> <C> <C> <C>
Hartford Capital Appreciation Fund, Inc. ................... 23.28% 14.82% 21.94% 14.09%
(April 2, 1984)
Hartford International Opportunities Fund, Inc. ............ 7.27% 11.90% 8.31% 5.09%
(July 2, 1990)
Hartford Stock Fund, Inc. .................................. 26.85% 11.91% 13.50% 11.67%
(August 31, 1977)
Hartford Dividend and Growth Fund, Inc. .................... 29.44% N/A N/A 16.33%
(March 8, 1994)
Hartford Advisers Fund, Inc. ............................... 21.38% 9.40% 10.93% 10.39%
(March 31, 1983)
HVA Money Market Fund, Inc. ................................ N/A N/A N/A N/A
(June 30, 1980)
</TABLE>

ASSUMING CLASS B SHARE TOTAL FUND OPERATING EXPENSES AND
NO REDEMPTION AT THE END OF THE APPLICABLE TIME PERIOD.

<TABLE>
<CAPTION>
10 YEARS
INSURANCE FUND OR SINCE
(INCEPTION DATE) 1 YEAR 3 YEARS 5 YEARS INCEPTION
------- ------- ------- ---------
<S> <C> <C> <C> <C>
Hartford Capital Appreciation Fund, Inc. ................... 28.28% 15.57% 22.12% 14.09%
(April 2, 1984)
Hartford International Opportunities Fund, Inc. ............ 12.27% 12.70% 8.60% 5.23%
(July 2, 1990)
Hartford Stock Fund, Inc. .................................. 31.85% 12.70% 13.74% 11.67%
(August 31, 1977)
Hartford Dividend and Growth Fund, Inc. .................... 34.44% N/A N/A 18.27%
(March 8, 1994)
Hartford Advisers Fund, Inc. ............................... 26.38% 10.23% 11.20% 10.39%
(March 31, 1983)
HVA Money Market Fund, Inc. ................................ N/A N/A N/A N/A
(June 30, 1980)
</TABLE>

CERTAIN INFORMATION ABOUT PERFORMANCE

From time to time, a Fund's yield and total return may be included in
advertisements, sales literature, or shareholder reports. In addition, the
Company may advertise the effective yield of the Money Market Fund. All figures
are based upon historical earnings and are not intended to indicate future
performance.

The "yield" of a Fund refers to the annualized net income generated by an
investment in that Fund over a specified 30-day period (7-day period for the
Money Market Fund). The effective yield is calculated similarly, but, when
annualized, the income earned by an investment in that Fund is assumed to be
reinvested. The effective yield will be slightly higher than the yield because
of the compounding effect of this assumed reinvestment.

The "total return" of a Fund refers to the average annual rate of return of
an investment in the Fund. This figure is computed by calculating the percentage
change in the value of an investment of $1,000, assuming reinvestment of all
income dividends and capital gain distributions, to the end of a specified
period. "Total return" quotations reflect the performance of the Fund and
include the effect of capital changes.

Further information about the performance of the Funds will be contained in
the Funds' annual reports to shareholders, which you may obtain without charge
by writing to the Funds' address or calling the telephone number set forth on
the cover page of this Prospectus.

16
<PAGE>
ABOUT YOUR ACCOUNT

HOW TO BUY SHARES

You may purchase shares from any broker-dealer that has a selling agreement
with Hartford Securities Distribution Company, Inc. (the "Distributor"). In
addition, an account may be opened for the purchase of shares of a Fund by
mailing to the ITT Hartford Mutual Funds, Inc., P.O. Box , Boston, MA
02266- , a completed account application and a check, payable to the
appropriate Fund. Or you may telephone 1-800- to obtain the number of an
account to which you can wire or electronically transfer funds and then send in
a completed application.

Purchase orders for all Funds are accepted only on a regular business day as
defined below. Orders for shares received by Boston Financial Data Services,
Inc., (the "Transfer Agent") on any business day prior to the close of trading
on the New York Stock Exchange ("NYSE") (normally 4:00 p.m. Eastern Time) will
receive that day's offering price. Orders received by the Transfer Agent after
such time but prior to the close of business on the next business day will
receive the next business day's offering price which is net asset value plus any
applicable sales charge. If you purchase shares through a broker-dealer, your
broker is responsible for forwarding payment promptly to the Transfer Agent.
With respect to shares of the Money Market Fund, orders shall not be deemed
received until the Transfer Agent receives Federal funds. A "business day" is
any day on which the NYSE is open for business. It is anticipated that the NYSE
will be closed Saturdays and Sundays and on days on which the NYSE observes New
Year's Day, President's Day, Good Friday, Memorial Day, Independence Day, Labor
Day, Thanksgiving Day and Christmas Day.

Each Fund and the Distributor or Transfer Agent reserves the right to reject
any order for the purchase of a Fund's shares. The Company reserves the right to
cancel any purchase order for which payment has not been received by the fifth
business day following the placement of the order.

If the Transfer Agent deems it appropriate, additional documentation or
verification of authority may be required and an order will not be deemed
received unless and until such additional documentation of verification is
received by the Transfer Agent.

Your initial purchase amount must be at least $1,000, except for purchases
made by employees of ITT Hartford, Wellington Management and broker-dealer
wholesalers and their affiliates and investors using periodic investment plans,
for which the minimum may be waived, and except for participants in tax
qualified retirement plans for which the minimum is $50. There is a $100 minimum
amount for subsequent purchases except as referenced above.

For an initial purchase of shares by wire, you must first telephone the
Transfer Agent at 800- between the hours of 8:00 A.M. and 4:00 P.M.
(Eastern Time) on a regular business day as defined above to receive an account
number. The following information will be requested: your name, address, tax
identification number, dividend distribution election, amount being wired and
the wiring bank. Instructions should then be given by you to your bank to
transfer funds by wire to the Boston Financial Data Services, Two Heritage
Drive, Quincy, MA. 02171, DDA Number , Attention: Mutual Funds Division,
ITT Hartford Funds, Inc. specifying on the wire the name of the Fund, the
account number assigned by the Transfer Agent and your name. If you arrange for
receipt by the Transfer Agent of federal funds prior to the close of trading
(currently 4:00 P.M., Eastern Time) of the NYSE on a regular business day as
defined above, you will receive that day's offering price. Your bank may charge
for these services. Presently there is no fee for receipt by the Transfer Agent
of Federal funds wired, but the right to charge for this service is reserved.

17
<PAGE>
PURCHASES OF CLASS A SHARES.

Class A shares are sold subject to an initial sales load the amount of which
decreases as the amount of funds invested increases. In addition, the initial
sales load is waived entirely for investments in excess of $1 million and for
certain categories of investors (as described below). Any portion of any
applicable sales charge may be retained by the Distributor or allocated to your
broker-dealer as commission. There is no initial sales charge for shares of the
Money Market Fund. The current sales charge rates and commissions paid to
dealers and brokers are as follows:

SMALL COMPANY FUND, CAPITAL APPRECIATION FUND, INTERNATIONAL OPPORTUNITIES FUND,
STOCK FUND, DIVIDEND AND GROWTH FUND, AND ADVISERS FUND.

<TABLE>
<CAPTION>
FRONT-END FRONT-END
SALES CHARGE SALES CHARGE
AS A AS A COMMISSION AS
PERENTAGE OF PERENTAGE OF PERCENTAGE OF
OFFERING AMOUNT OFFERING
AMOUNT OF PURCHASE PRICE INVESTED PRICE
- -------------------------------------------------- ------------- ------------- -------------
<S> <C> <C> <C>
Less than $50,000................................. 5.50% 5.82% 4.75%
$50,000 or more but less than $100,000............ 4.50% 4.71% 4.00%
$100,000 or more but less than $250,000........... 3.50% 3.63% 3.00%
$250,000 or more but less than $500,000........... 2.50% 2.56% 2.00%
$500,000 or more but less than $1 million......... 2.00% 2.04% 1.75%
$1 million or more................................ 0% 0% 0%
</TABLE>

THE BOND INCOME STRATEGY FUND

<TABLE>
<CAPTION>
FRONT-END FRONT-END
SALES CHARGE SALES CHARGE
AS A AS A COMMISSION
PERCENTAGE PERCENTAGE AS PERCENTAGE
OF OFFERING OF AMOUNT OF OFFERING
AMOUNT OF PURCHASE PRICE INVESTED PRICE
- -------------------------------------------------- ------------- ------------- -------------
<S> <C> <C> <C>
Less than $50,000................................. 4.50% 4.71% 3.75%
$50,000 or more but less than $100,000............ 4.00% 4.17% 3.50%
$100,000 or more but less than $250,000........... 3.50% 3.63% 3.00%
$250,000 or more but less than $500,000........... 2.50% 2.56% 2.00%
$500,000 or more but less than $1 million......... 2.00% 2.04% 1.75%
$1 million or more................................ 0% 0% 0%
</TABLE>

The Distributor reserves the right to remit the entire amount of the sales
commission to brokers. The Distributor may pay dealers of record commissions on
purchases over $1 million an amount equal to the sum of 1.0% of the first $2.5
million, plus 0.50% of the next $2.5 million, plus 0.25% of share purchases over
$5 million.

The Distributor may, at its own expense, provide promotional incentives
including cash compensation in excess of the applicable sales charge to certain
broker-dealers whose representatives have sold or are expected to sell
significant amounts of shares of one or more of the Funds.

CLASS A CONTINGENT DEFERRED SALES CHARGE.

There is no initial sales charge on purchases of Class A shares of any one
or more of the Funds aggregating $1 million, on Class A shares purchased through
certain employer-sponsored tax qualified retirement plans and in certain
instances as described below. However, if you redeem such Class A shares within
18 months of purchase, a contingent deferred sales charge (called the "Class A
contingent deferred sales charge") will be deducted from the redemption
proceeds. That sales charge will be equal to 1.0% of the aggregate net asset
value of the lesser of (1) the redeemed shares at the time of redemption (not
including shares purchased by reinvestment of dividends or capital gain
distributions) or (2) the original cost of the redeemed shares.

In determining whether a contingent deferred sales charge is payable, the
Fund will first redeem shares that are not subject to the sales charge,
including shares purchased by reinvestment of dividends and capital gains, and
then will redeem other shares in the order that you purchased them. The Class A
contingent deferred sales charge is waived in certain cases described in
"Waivers of Class A Sales Charges" below.

18
<PAGE>
No Class A contingent deferred sales charge is charged on exchanges of such
shares under the Fund's Exchange Privilege (described below). However, if the
Class A shares acquired by exchange are redeemed within 18 months of purchase of
the exchanged shares (i.e. the Class A shares purchased without an initial sales
charge), the Class A contingent deferred sales charge will apply.

REDUCED SALES CHARGES FOR CLASS A SHARE PURCHASES.

You may be eligible to buy Class A shares at reduced sales charge rates in
one or more of the following ways:

COMBINED PURCHASES.

You may aggregate purchases of Class A shares of the Funds and shares of the
Money Market Fund with the purchases of the other persons listed below to
achieve discounts in the applicable sales charges. The sales charge applicable
to a current purchase of Class A shares of each Fund by a person listed below is
determined by adding the value of Class A shares to be purchased to the
aggregate value (at current net asset value) of Class A shares of any of the
other Funds in the Company and shares of the Money Market Fund previously
purchased and then owned. In addition, if you own an ITT Hartford Director
variable annuity or variable life contract ("Qualified Contracts") the current
cash value of such contract will be aggregated with your shares to determine
your sales charge. The Transfer Agent must be notified by you or your
broker-dealer each time a qualifying purchase is made.

Qualifying investments include those by you, your spouse and your children
under the age of 21, if all parties are purchasing Class A shares for their own
account(s), which may include tax qualified plans, such as an IRA, or by a
company solely controlled by such individuals as defined in the 1940 Act.
Reduced sales charges also apply to purchases by a trustee or other fiduciary if
the investment is for a single trust, estate or single fiduciary account,
including pension, profit-sharing or other employee benefit trust created
pursuant to a plan qualified under the Code. Reduced sales charges apply to
combined purchases by qualified employee benefit plans of a single corporation,
or of corporations affiliated with each other in accordance with the 1940 Act.
Purchases made for nominee or street name accounts (securities held in the name
of a broker or another nominee such as a bank trust department instead of the
customer) may not be aggregated with those made for other accounts and may not
be aggregated with other nominee or street name accounts unless otherwise
qualified as described above.

RIGHTS OF ACCUMULATION.

The sales charge for new purchases of Class A shares of a Fund will be
determined by aggregating the net asset value of all the Funds and current value
of Qualified Contracts owned by the shareholder at the time of the new purchase.
The rules listed under Combined Purchases may apply. You must identify on the
account application all accounts to be linked for Rights of Accumulation.

LETTER OF INTENT.

You may reduce your sales charge on all investments by meeting the terms of
a letter of intent, a non-binding commitment to invest a certain amount within a
13-month period. Your existing holdings in the Company may also be combined with
the investment commitment set forth in the letter of intent to further reduce
your sales charge. Up to 5% of the letter amount will be held in escrow to cover
additional sales charges which may be due if your total investments over the
letter period are not sufficient to qualify for a sales charge reduction. See
SAI and the account application for further details.

WAIVERS OF CLASS A INITIAL SALES CHARGES.

No sales charge is imposed on sales of Class A shares to certain investors.
However, in order for the following sales charge waivers to be effective, the
Transfer Agent must be notified of the waiver when the purchase order is placed.
The Transfer Agent may require evidence of your qualification for the waiver. No
sales charge is imposed on the following investors: (1) any purchase of $1
million or more in the Funds, (2) present or former officers, directors and
employees (and their parents, spouses and dependent children) of the Company,
ITT Corporation, ITT Industries, HIMCO, Wellington Management, Transfer Agent
and their affiliates, and retirement plans established by them for their
employees if purchased directly through the Transfer Agent, (3) any participant
in a tax qualified retirement plan provided that the total initial amount
invested by the plan totals $500,000 or more, the plan has 50 or more employees
eligible to participate at the time of purchase, or the plan certifies that it
will have projected annual contributions of $200,000 or more; (4) dealers,
brokers and wholesalers that have a sales agreement with the Distributor, if
they purchase shares for their own accounts or for retirement plans for their
employees; (5) employees and registered representatives (and their parents,
spouses and dependent children) of dealers, brokers and wholesalers described

19
<PAGE>
above or financial institutions that have entered into sales arrangements with
such dealers or brokers (and are identified to the Distributor) or with the
Distributor; the purchaser must certify to the Distributor at the time of
purchase that the purchase is for the purchaser's own account (or for the
benefit of such employee's parents, spouse or minor children); (6) one or more
members of a group of at least 100 persons (and persons who are retirees from
such group) engaged in a common business, profession, civic or charitable
endeavor or other activity, and the spouses and minor dependent children of such
persons pursuant to a marketing program between the Distributor and such group;
or (7) dealers, brokers, registered investment advisers or third party
administrators or consultants that have entered into an agreement with the
Distributor providing specifically for the use of shares of the Fund in
particular investment products made available to their clients. The Class A
Contingent Deferred Sales Charge may apply to categories 1, 3, 6 and 7 above.

Additionally, no sales charge is imposed on shares that are (a) issued in
plans of reorganization, such as mergers, asset acquisitions and exchange
offers, to which the Fund is a party, (b) purchased by the reinvestment of loan
repayments by a participant in retirement plans, (c) purchased by the
reinvestment of dividends or other distributions reinvested from a Fund, or (d)
purchased and paid for with the proceeds of shares redeemed in the prior 60 days
from a mutual fund on which an initial sales charge or contingent deferred sales
charge was paid (other than a fund managed by HIMCO or any of its affiliates).

WAIVER OF CLASS A CONTINGENT DEFERRED SALES CHARGE.

The Class A contingent deferred sales charge is also waived if shares are
redeemed, and the Transfer Agent is notified, in the following cases: (1) for
retirement distributions or loans to participants or beneficiaries from
qualified retirement plans, deferred compensation plans or other employee
benefit plans, (2) to return excess contributions made to employer sponsored tax
qualified retirement plans, (3) to make Systematic Withdrawal Plan payments that
are limited to no more than 10% of the original account value annually, (4)
involuntary redemptions of shares by operation of law or under the procedures
set forth in the Company's Articles of Incorporation or adopted by the Board of
Directors, (5) in connection with retirement plans: (i) following the death or
disability (as defined in the Code) of the participant or beneficiary (the death
or disability must have occurred after the account was established); (ii)
hardship withdrawals; (iii) distributions pursuant to a Qualified Domestic
Relations Order, as defined in the Code; (iv) minimum distributions as required
by section 401(a)(9) of the Code; (v) substantially equal periodic payments as
described in Section 72(t) of the Code, and (vi) separation from service, or (6)
for investors described under items 2, 4 and 5 above under "Waiver of Class A
Contingent Deferred Sales Charge."

SERVICE AND DISTRIBUTION PLAN FOR CLASS A SHARES.

The Fund has adopted a Service and Distribution Plan for Class A shares to
compensate the Distributor for the distribution of Class A shares and servicing
the accounts of Class A shareholders. The Plan provides for periodic payments to
brokers who provide services to accounts that hold Class A shares and for
promotional and other sales related costs. The Distributor is compensated at an
annual rate that may not exceed 0.35% of the average daily net asset value of
Class A shares of the Fund some or all of which may be remitted to brokers. The
Rule 12b-1 fee for each Fund has been voluntarily capped at .30% through July 1,
1997. The cap may be removed at any time after such date.

PURCHASES OF CLASS B SHARES.

Class B shares are sold at net asset value per share without an initial
sales charge. However, if Class B shares are redeemed within 6 years of their
purchase, a contingent deferred sales charge will be deducted from the
redemption proceeds. That sales charge will not apply to shares purchased by the
reinvestment of dividends or capital gains distributions and may be waived under
certain circumstances. The charge will be assessed on the lesser of the net
asset value of the shares at the time of redemption or the original purchase
price. The contingent deferred sales charge is not imposed on the amount of your
account value represented by the increase in net asset value over the initial
purchase price (including increases due to the reinvestment of dividends and
capital gains distributions). The Class B contingent deferred sales charge is
paid to the Distributor to reimburse expenses incurred in providing
distribution-related services to the Fund in connection with the sale of Class B
shares and some or all of the charge may be remitted to brokers. Class B shares
are not available for purchase for tax qualified retirement plans. Because in
most cases it is more advantageous for an investor to purchase Class A shares
for amounts in excess of $500,000, orders for amounts of $500,000 or greater
will be considered purchases of Class A shares or declined.

To determine whether the contingent deferred sales charge applies to a
redemption, the Fund redeems shares in the following order: (1) shares acquired
by reinvestment of dividends and capital gains distributions, (2) shares held
for over 6 years, and (3) shares held the longest during the 6-year period.

20
<PAGE>
The amount of the contingent deferred sales charge will depend on the number
of years since you invested and the dollar amount being redeemed, according to
the following schedule:

<TABLE>
<CAPTION>
CONTINGENT DEFERRED SALES CHARGE
REDEMPTION DURING: AS A % OF NET ASSET VALUE
- ------------------------------------------------------ -------------------------------------
<S> <C>
1st year after purchase............................... 5.0%
2nd year after purchase............................... 4.0%
3rd year after purchase............................... 3.0%
4th year after purchase............................... 3.0%
5th year after purchase............................... 2.0%
6th year after purchase............................... 1.0%
7th year after purchase............................... None
</TABLE>

In the table, a "year" is a 12-month period. All purchases are considered to
have been made on the first regular business day of the month in which the
purchase was made.

WAIVERS OF CLASS B SALES CHARGE.

The Class B contingent deferred sales charge will be waived if the
shareholder requests it for any of the following redemptions: (1) to make
distributions (a) under a Systematic Withdrawal Plan for no more than 10% of the
account value annually (measured from the date the Transfer Agent receives the
request), and, (2) redemptions from accounts following the death or disability
of the shareholder (the disability must have occurred after the account was
established and you must provide evidence of a determination of disability by
the Social Security Administration). The contingent deferred sales charge is
also waived on Class B shares in the following cases: (i) shares issued in plans
of reorganization to which the Fund is a party; or (ii) shares redeemed in
involuntary redemptions as described below.

AUTOMATIC CONVERSION OF CLASS B SHARES.

96 months after you purchase Class B shares, those shares will automatically
convert to Class A shares. This conversion feature relieves Class B shareholders
of the higher asset-based sales charge that otherwise applies to Class B shares
under the Class B Distribution and Service Plan, described below. The conversion
is based on the relative net asset value of the two classes, and no sales load
or other charge is imposed. When Class B shares convert, any other Class B
shares that were acquired by the reinvestment of dividends and distributions on
the converted shares will also convert to Class A shares. Under Section 1036 of
the Code, the automatic conversion of Class B shares will not result in a gain
or loss to the Fund or to affected shareholders. For purposes of this conversion
feature, any time during which an investor holds shares of the Money Market Fund
which were acquired by exchanging Class B shares, will not be counted towards
the 96 month holding period.

DISTRIBUTION AND SERVICE PLAN FOR CLASS B SHARES.

The Fund has adopted a Distribution and Service Plan for Class B shares to
compensate the Distributor for the distribution of Class B shares and servicing
accounts of Class B shareholders. Some or all of this fee may be reallowed to
broker-dealers for distribution and or shareholder account services. Under the
Plan, the Fund pays the Distributor 1.00% of the average daily net assets of
Class B shares that are outstanding for 8 years or less, 0.25% of which is
intended as a fee for services provided to existing shareholders.

SPECIAL INVESTMENT PROGRAMS AND PRIVILEGES

One easy way to pursue your financial goals is to invest money regularly.
The Company offers convenient services that let you transfer money into your
account, or between accounts, automatically. While regular investment plans do
not guarantee a profit and will not protect you against loss in a declining
market, they can be an excellent way to invest for retirement, a home,
educational expenses and other long-term financial goals. Certain restrictions
apply. These privileges may be selected at the time of your initial investment
or at a later date. Please call 1-800- - for more information and
application forms for any of the privileges described below.

ELECTRONIC TRANSFERS THROUGH AUTOMATED CLEARING HOUSE ("ACH") allow you to
initiate a purchase or redemption for as little as $100 or as much as $50,000
between your bank account and fund account using the ACH network. Initial
purchase minimums apply.

21
<PAGE>
AUTOMATIC INVESTMENT PLANS let you make regular monthly investments through
an automatic withdrawal from your bank account ($50 minimum per Fund) and you
can enroll when you establish your account. Sales charges will apply.

DOLLAR COST AVERAGING INVESTMENT PROGRAMS ("DCA") let you set up monthly
exchanges in amounts of $100 or more from one Fund to the same class of shares
of any other Fund except for the Money Market Fund where investors may dollar
cost average into either Class A or Class B shares. Sales charges may apply
where a shareholder invests in the Money Market Fund and then seeks to exchange
into a Fund where sales charges are applicable. Use of DCA permits the purchase
of shares of a Fund on a scheduled basis which protects the investor from the
risk of making all or substantially all of an investment prior to a significant
market decline. All shareholder accounts involved in a DCA Program must have
identical registrations.

AUTOMATIC DIVIDEND DIVERSIFICATION ("ADD") lets you automatically reinvest
dividends and capital gain distributions paid by one Fund into shares of the
same class of another Fund. The number of shares purchased through ADD will be
determined by using the net asset value of the Fund in which dividends will be
reinvested next computed after the dividend payment is made. Sales charges may
apply to purchases of another Fund made with dividends from the Money Market
Fund. All shareholder accounts involved in an ADD program must have identical
registrations.

EXCHANGE PRIVILEGE. You may exchange your shares of a Fund for shares of
the same class of any other Fund or for shares of the Money Market. (In the case
of exchanges from the Money Market Fund to Class A shares of another Fund, sales
charges will apply unless you paid an initial sales charge earlier. You should
consider the differences in investment objectives and expenses of a Fund as
described in this prospectus before making an exchange. Shares are normally
redeemed from one Fund and purchased from the other Fund in the exchange
transaction on the same regular business day on which the Transfer Agent
receives an exchange request that is in proper form by the close of the NYSE
that day.

Exchanges are taxable transactions and may be subject to special tax rules
about which you should consult your own tax adviser. For complete policies and
restrictions governing exchanges, including fees and circumstances under which a
shareholder's exchange privilege may be suspended or revoked, see "How to
Exchange Shares."

SYSTEMATIC WITHDRAWAL PLANS let you set up monthly, quarterly, semi-annual
or annual redemptions from any account with a value of $5,000 or more. You may
direct the Company to make regular payments in fixed dollar amounts of $50 or
more, or in an amount equal to the value of a fixed number of shares (5 shares
or more). Payments can be directed to the shareholder or to someone other than
the registered owners(s) of the account. If this privilege is requested when the
account is established, no signature guarantee is needed. If this privilege is
added to an existing account and payments are directed to someone other than the
registered owners(s) of the account, a signature guarantee is required on the
Systematic Withdrawal Plan application. The Company reserves the right to
institute a charge for this service. Systematic Withdrawal Plans for Class B
shares of a Fund and for Class A shares subject to a CDSC are permitted only for
payments that are no more than 10% of the account value annually (measured from
the date the Transfer Agent receives the request).

Maintaining a Systematic Withdrawal Plan at the same time regular additional
investments are being made into Class A shares of any Fund except the Money
Market Fund, is not recommended because a sales charge will be imposed on the
new shares at the same time shares are being redeemed to make the periodic
payments under the Systematic Withdrawal Plan.

REINVESTMENT PRIVILEGE. If you redeem some or all of your Fund shares, you
have up to 90 days to reinvest all or part of the redemption proceeds in Class A
shares of the Fund without paying a sales charge. This privilege applies only to
redemptions of Class A shares on which an initial or deferred sales charge was
paid or to redemptions of Class A and Class B shares of the Fund that you
purchased by reinvesting dividends or distributions. You must be sure to ask the
Transfer Agent for this privilege when you send your payment.

RETIREMENT PLANS. Fund shares are available as an investment for your
retirement plans. If you participate in a plan sponsored by your employer, the
plan trustee or administrator must make the purchase of shares for your
retirement plan account. A number of different retirement plans can be used by
individuals and employers including IRAs, 403(b) Custodial Plans, SEPs, SEPIRAs,
401(k) and 457 plans. Please call the Transfer Agent for the Company's plan
documents, which contain important information and applications.

22
<PAGE>
HOW TO REDEEM SHARES

You can arrange to take money out of your account on any regular business
day by redeeming some or all of your shares. Your shares will be sold at the
next net asset value calculated after your order is received in good order and
accepted by the Transfer Agent. The Fund offers you a number of ways to sell
your shares: in writing, by using the Fund's Checkwriting privilege (for Money
Market Fund only), by telephone, by bank transfer (ACH) or by wire transfer. You
can also set up Systematic Withdrawal Plans to redeem shares on a regular basis,
as described above. IF YOU HAVE QUESTIONS ABOUT ANY OF THESE PROCEDURES, AND
ESPECIALLY IF YOU ARE REDEEMING SHARES IN A SPECIAL SITUATION, SUCH AS DUE TO
THE DEATH OF THE OWNER, OR FROM A RETIREMENT PLAN, PLEASE CALL THE TRANSFER
AGENT FIRST, AT 1-800- FOR ASSISTANCE.

RETIREMENT ACCOUNTS.

If you hold Fund shares through a retirement account, call the Transfer
Agent in advance for additional information and any necessary forms. There are
special income tax withholding requirements for distributions from retirement
plans and you must submit a withholding form with your request to avoid delay.
If your retirement plan account is held for you by your employer, you must
arrange for the distribution request to be sent by the plan administrator or
trustee.

CERTAIN REQUESTS REQUIRE A SIGNATURE GUARANTEE.

To protect you and the Company from fraud, certain redemption requests must
be in writing and must include a signature guarantee in the following situations
(there may be other situations also requiring a signature guarantee in the
discretion of the Fund or Transfer Agent):

- You wish to redeem more than $50,000 worth of shares and receive a check

- A redemption check is not payable to all shareholders listed on the
account statement

- A redemption check is not sent to the address of record on your statement

- Shares are being transferred to a Fund account with a different owner or
name

- Shares are redeemed by someone other than the owners (such as an Executor)

REDEEMING SHARES BY MAIL.

Write a "letter of instruction" that includes:

Your name
The Fund's name
Your Fund account number (from your account statement)
The dollar amount or number of shares to be redeemed
Any special payment instructions
The signatures of all registered owners exactly as the account is
registered, and
Any special requirements or documents requested by the Transfer Agent
to assure proper authorization of the person asking to sell shares.

USE THE FOLLOWING ADDRESS FOR REQUESTS BY MAIL:
ITT Hartford Mutual Funds, Inc.
P.O. Box
Boston, MA 02266-

SEND COURIER OR EXPRESS MAIL REQUESTS TO:
Boston Financial Data Services
Attn.: ITT Hartford Mutual Funds, Inc.
Two Heritage Drive
Quincy, MA 02171

REDEEMING SHARES BY TELEPHONE.

You may also redeem shares by telephone by calling 1-800- . To
receive the redemption price on a regular business day, your call must be
received by the Transfer Agent by the close of the NYSE that day, which is
normally 4:00 P.M., Eastern Time. Shares held in tax-qualified retirement plans
may not be redeemed by telephone. You may have a check sent to the address on
the account statement, or, if you have linked your Fund account to your bank
account, you may have the proceeds wired to that bank account.

23
<PAGE>
TELEPHONE REDEMPTIONS PAID BY CHECK. Up to $50,000 may be redeemed by
telephone once in any 7-day period. The check must be payable to all owners of
record of the shares and must be sent to the address on the account. This
service is not available within 30 days of changing the address on an account.

TELEPHONE REDEMPTIONS THROUGH BANK-LINKED ACCOUNTS. If you have selected
the option on your account application, you may link your Fund account to your
bank account. There are no dollar limits on telephone redemption proceeds sent
to a bank-linked account. Normally the ACH wire to your bank is initiated on the
business day after the redemption.

CHECKWRITING. (MONEY MARKET FUND ONLY) To be able to write checks against
your Fund account, you may request that privilege on your account Application or
you can contact the Transfer Agent for signature cards. Signature cards must be
signed by all owners of the account and returned to the Transfer Agent.
Shareholders with joint accounts can elect in writing to have checks paid over
the signature of one owner. Checks must be written for at least $250. Checks
cannot be paid if they are written for more than your account value. You may not
write a check that would require the Fund to redeem shares that were purchased
by check or through the Automatic Investment Plan payments within the prior 15
days. Checks should not be used if you have changed your Fund account number.
You cannot close your account by writing a check.

REDEEMING SHARES THROUGH YOUR BROKER. The Distributor has made arrangements
to redeem Fund shares from brokers on behalf of their customers. Brokers may
charge for that service. The Distributor, acting as agent for the Fund, stands
ready to redeem each Fund's shares upon orders from brokers at the offering
price next determined after receipt of the order.

The Transfer Agent may delay forwarding a check or processing a payment via
bank linked account for recently purchased shares, but only until the purchase
payment has cleared. That delay may be as much as 15 days from the date the
shares were purchased.

You may be charged a fee of up to $8 for wire transfers of redemption
proceeds, which will be deducted from such proceeds. There is no fee for ACH
transfers.

HOW TO EXCHANGE SHARES

In most cases, shares of a Fund may be exchanged for shares of the same
class of other Funds and for shares of the Money Market Fund at net asset value
per share at the time of exchange. However, a sales charge may apply to an
exchange from the Money Market Fund (see below). Exchanges of shares involve a
redemption of the shares of the Fund you own and a purchase of shares of the
other Fund. Exchanges may be requested in writing or by telephone.

For written exchange requests you should submit a ITT Hartford Mutual Funds
exchange request form, signed by all owners of the account. Send the form to the
Transfer Agent at the addresses listed in "How to Sell Shares."

For telephone exchange requests you should call 1-800- . Telephone
exchanges may be made only between accounts that are registered with the same
names and address.

All exchanges are subject to the following restrictions:

The Fund you are exchanging into must be registered for sale in your state.

You may exchange only between Funds that are registered in the same name,
address and taxpayer identification number.

You may only exchange for shares of the same class of another Fund or for
shares of the Money Market Fund.

If you wish to make more than 12 exchanges in a 12-month period, an exchange
fee of $10 per exchange will be charged. Any exchange fees will be paid directly
to the Fund from which shares have been redeemed. Exchanges made pursuant to the
Dollar Cost Averaging Program are not subject to this fee or limitation. The
minimum amount you may exchange from one Fund into another is $500 or the entire
balance if less.

Exchanges of shares of the Money Market Fund for shares of any other Fund
which carry a front-end sales charge are subject to the sales charge applicable
to such other Fund. Shares of the Money Market Fund acquired by exchange of
shares of another Fund on which a front-end sales charge was previously paid or
which are subject to a CDSC are exchanged at net asset value. However, shares of
the Money Market Fund acquired through an exchange of shares which are subject
to a CDSC will continue to be subject to a CDSC

24
<PAGE>
upon redemption. The rate of this charge will be the rate in effect for the
original shares at the time of exchange without counting the time such shares
were held as Money Market Fund shares. Investors who initially purchased Class A
shares of the Bond Income Strategy Fund, have held such shares for less than six
months and exchange shares of the Bond Income Strategy Fund for Class A shares
of any other Fund except the Money Market Fund, must pay the difference between
the Bond Income Strategy Fund sales charge and the sales charge of the Fund
shares being acquired.

In addition to exchanges into and out of the Money Market Fund, you may
exchange your shares of other Funds for shares of the same class of any other
Fund without the imposition of a sales charge. With respect to Class B shares,
if you exchange such shares for Class B shares of another Fund, the CDSC will be
calculated based on the date on which you acquired the original Class B shares.

Each Fund reserves the right to refuse or delay exchanges by any person or
group if, in HIMCO's or Wellington Management's judgment, a Fund would be unable
to invest the money effectively in accordance with its investment objective and
policies, or would otherwise potentially be adversely affected.

Your exchanges may be restricted or refused if a Fund receives or
anticipates simultaneous orders affecting significant portions of the Fund's
assets. In particular, a pattern of exchanges that coincides with a "market
timing" strategy may be disruptive to the Fund.

Although a Fund will attempt to give you prior notice whenever it is
reasonably able to do so, it may impose these restrictions at any time. Each
Fund reserves the right to terminate or modify the exchange privilege in the
future.

Shares are normally redeemed from one Fund and purchased from the other fund
in the exchange transaction on the same regular business day on which the
Transfer Agent receives an exchange request that is in proper form by the close
of the NYSE that day.

DETERMINATION OF NET ASSET VALUE

THE NET ASSET VALUE PER SHARE is determined for each class of shares for
each Fund as of the close of the NYSE (normally 4:00 p.m. Eastern Time) on each
regular business day (as previously defined) by dividing the value of the Fund's
net assets attributable to a class by the number of shares of that class
outstanding. The assets of each Fund (except the Money Market Fund) are valued
primarily on the basis of market quotations. If quotations are not readily
available, assets are valued by a method that the Board of Directors believes
accurately reflects fair value. The assets of the Money Market Fund are valued
at their amortized cost pursuant to procedures established by the Board of
Directors. Foreign securities are valued on the basis of quotations from the
primary market in which they are traded, and are translated from the local
currency into U.S. dollars using current exchange rates. With respect to all
Funds, short-term investments that will mature in 60 days or less are also
valued at amortized cost, which approximates market value.

SHAREHOLDER ACCOUNT RULES AND POLICIES

THE OFFERING OF SHARES may be suspended during any period in which the
determination of net asset value is suspended, and the offering may be suspended
by the Board of Directors or HIMCO at any time the Board or HIMCO believes it is
in the Fund's best interest to do so.

TELEPHONE TRANSACTION PRIVILEGES for purchases, redemptions or exchanges may
be modified, suspended or terminated by a Fund at any time. If an account has
more than one owner, the Fund and the Transfer Agent may rely on the
instructions of any one owner. Telephone privileges apply to each owner of the
account and the dealer representative of record for the account unless and until
the Transfer Agent receives cancellation instructions from an owner of the
account.

THE TRANSFER AGENT WILL RECORD ANY TELEPHONE CALLS to verify data concerning
transactions and has adopted other procedures to confirm that telephone
instructions are genuine. If the Company does not use reasonable procedures the
Company may be liable for losses due to unauthorized transactions, but otherwise
the Company will not be liable for losses or expenses arising out of telephone
instructions reasonably believed to be genuine. If you are unable to reach the
Transfer Agent during periods of unusual market activity, you may not be able to
complete a telephone transaction and should consider placing your order by mail.

PURCHASE, REDEMPTION OR EXCHANGE REQUESTS will not be honored until the
Transfer Agent receives all required documents in proper form.

25
<PAGE>
SHARE CERTIFICATES will not be issued for the Company's shares.

BROKERS THAT CAN PERFORM ACCOUNT TRANSACTIONS FOR THEIR CLIENTS through the
National Securities Clearing Corporation are responsible for obtaining their
clients' permission to perform those transactions and are responsible to their
clients who are shareholders of a Fund if the dealer performs any transaction
erroneously or improperly.

ALL OF YOUR PURCHASES MUST BE MADE IN U.S. DOLLARS and checks must be drawn
on U.S. banks. You may not purchase shares with a third party check.

PAYMENT FOR REDEEMED SHARES is forwarded ordinarily by check or through the
bank-linked service (as elected by the shareholder) within 7 calendar days after
the business day on which the Transfer Agent receives redemption instructions in
proper form. Payment will be forwarded within 3 business days for accounts
registered in the name of a broker-dealer. Redemptions may be suspended or
payment dates postponed when the NYSE is closed (other than weekends or
holidays), when trading is restricted or as permitted by the Securities and
Exchange Commission. THE TRANSFER AGENT MAY DELAY FORWARDING A CHECK OR
PROCESSING A PAYMENT VIA BANK LINKED ACCOUNT FOR RECENTLY PURCHASED SHARES, BUT
ONLY UNTIL THE PURCHASE PAYMENT HAS CLEARED. THAT DELAY MAY BE AS MUCH AS 15
CALENDAR DAYS FROM THE DATE THE SHARES WERE PURCHASED. THAT DELAY MAY BE AVOIDED
IF YOU PURCHASE SHARES BY CERTIFIED CHECK. IF THE PURCHASE PAYMENT DOES NOT
CLEAR, YOUR PURCHASE WILL BE CANCELED AND YOU COULD BE LIABLE FOR ANY LOSSES OR
FEES THE FUND OR ITS TRANSFER AGENT HAVE INCURRED.

INVOLUNTARY REDEMPTIONS OF SMALL ACCOUNTS may be made by the Fund if the
account value has fallen below $1,000 and at least 30 days notice has been given
to the shareholder.

UNDER UNUSUAL CIRCUMSTANCES shares of a Fund may be redeemed "in kind,"
which means that the redemption proceeds will be paid with securities from the
Fund's portfolio. Please refer to "Purchase and Redemption of Shares" in the
Statement of Additional Information for more details.

"BACKUP WITHHOLDING" of Federal income tax may be applied at the rate of 31%
from dividends, distributions and redemption proceeds (including exchanges) if
you fail to furnish the Fund a certified Social Security or Employer
Identification Number when you sign your application, or if you violate Internal
Revenue Service regulations on tax reporting of income.

THE COMPANY DOES NOT CHARGE A TRANSACTION FEE, but if your broker handles
your redemption, they may charge a fee. That fee can be avoided by redeeming
your Fund shares directly through the Transfer Agent. Under the circumstances
described in "How To Buy Shares," you may be subject to a contingent deferred
sales charge when redeeming certain Class A or Class B shares.

INVESTOR INFORMATION SERVICES

The Fund provides 24-hour information services via a toll-free number on
fund yields and prices, dividends, account balances, and your latest transaction
as well as the ability to request prospectuses, account and tax forms, duplicate
statements and checks.

In addition, telephone representatives are available during normal business
hours to provide the information and services you need.

Statements and reports sent to you include the following: Confirmation
statements (after every transaction, except reinvestments, automatic investments
and automatic payroll investments, that affect your account balance or your
account registration), quarterly consolidated account statements, and financial
reports (every six months).

Call 1-800- if you need additional copies of financial reports or
historical account information. There may be a small charge for historical
account information for prior years.

26
<PAGE>
MANAGEMENT OF THE FUNDS

MANAGEMENT SERVICES

HIMCO serves as investment adviser to each Fund pursuant to an Investment
Advisory Agreement dated , 1996. HIMCO has overall investment
supervisory responsibility for each Fund and is responsible for the day to day
investment decisions with respect to the assets of the Bond Fund and the Money
Market Fund. In addition, HIMCO will provide administrative personnel, services,
equipment and facilities and office space for proper operation of the Company.
HIMCO has contracted with Wellington Management for the provision of day to day
investment management services to the Small Company Fund, Capital Appreciation
Fund, International Opportunities Fund, Stock Fund, Dividend and Growth Fund and
Advisers Fund in accordance with each Fund's investment objective and policies.
Each Fund pays a fee to HIMCO, which fee may be used to compensate Wellington
Management.

MANAGEMENT FEES

MONEY MARKET FUND.

The Money Market Fund pays a monthly management fee to HIMCO which is based
on a stated percentage of the Fund's average daily net asset value as follows:

<TABLE>
<CAPTION>
NET ASSET VALUE ANNUAL RATE
- -------------------------------------------------- -------------
<S> <C>
First $500,000,000................................ 0.50%
Next $500,000,000................................. 0.45%
Amount Over $1 Billion............................ 0.40%
</TABLE>

BOND INCOME STRATEGY FUND.

The Bond Income Strategy Fund pays a monthly management fee to HIMCO which
is based on a stated percentage of the Fund's average daily net asset value as
follows:

<TABLE>
<CAPTION>
NET ASSET VALUE ANNUAL RATE
- -------------------------------------------------- -------------
<S> <C>
First $500,000,000................................ 0.65%
Next $500,000,000................................. 0.55%
Amount Over $1 Billion............................ 0.50%
</TABLE>

SMALL COMPANY FUND AND INTERNATIONAL OPPORTUNITIES FUND.

The Small Company Fund and International Opportunities Fund each pay a
monthly management fee to HIMCO which is based on a stated percentage of the
Fund's average daily net asset value as follows:

<TABLE>
<CAPTION>
NET ASSET VALUE ANNUAL RATE
- -------------------------------------------------- -------------
<S> <C>
First $500,000,000................................ 0.85%
Next $500,000,000................................. 0.75%
Amount Over $1 Billion............................ 0.70%
</TABLE>

CAPITAL APPRECIATION FUND AND STOCK FUND.

The Capital Appreciation Fund and Stock Fund each pay a monthly management
fee to HIMCO which is based on a stated percentage of the Fund's average daily
net asset value as follows:

<TABLE>
<CAPTION>
NET ASSET VALUE ANNUAL RATE
- -------------------------------------------------- -------------
<S> <C>
First $500,000,000................................ 0.80%
Next $500,000,000................................. 0.70%
Amount Over $1 Billion............................ 0.65%
</TABLE>

DIVIDEND AND GROWTH FUND AND ADVISERS FUND.

The Dividend and Growth Fund and Advisers Fund each pay a monthly management
fee to HIMCO which is based on a stated percentage of the Fund's average daily
net asset value as follows:

<TABLE>
<CAPTION>
NET ASSET VALUE ANNUAL RATE
- -------------------------------------------------- -------------
<S> <C>
First $500,000,000................................ 0.75%
Next $500,000,000................................. 0.65%
Amount Over $1 Billion............................ 0.60%
</TABLE>

27
<PAGE>
HIMCO, Hartford Plaza, Hartford, Connecticut 06115, is an indirect
wholly-owned subsidiary of ITT Hartford and was organized under the laws of
Connecticut in 1981. ITT Hartford is a holding company for various insurance
related subsidiaries including Hartford Fire Insurance Company, one of the
largest insurance carriers in the United States. HIMCO also serves as investment
adviser to several other SEC registered funds sponsored by ITT Hartford
affiliates and which are primarily available through the purchase of variable
annuity or variable life contracts.

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

INVESTMENT SUB-ADVISORY SERVICES

Wellington Management serves as sub-adviser to the Small Company Fund,
Capital Appreciation Fund, International Opportunities Fund, Stock Fund,
Dividend and Growth Fund, and Advisers Fund pursuant to a sub-advisory
agreement, dated as of [ ] 1996.

In connection with its service as sub-adviser to these Funds, Wellington
Management 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 general
supervision of the Company's 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, Wellington Management
regularly furnishes reports to the Company's Board of Directors concerning
economic forecasts, investment strategy, portfolio activity and performance of
the Funds.

For services rendered to these Funds, Wellington Management charges a
quarterly fee to HIMCO. The Funds will not pay Wellington Management's fee nor
any part thereof, nor will the Funds have any obligation or responsibility to do
so. Wellington Management has agreed to waive a portion of its fees during the
start-up phase of the Funds as described in the SAI. Wellington Management'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 that it advises:

SMALL COMPANY FUND, CAPITAL APPRECIATION FUND AND INTERNATIONAL OPPORTUNITIES
FUND.

<TABLE>
<CAPTION>
NET ASSET VALUE ANNUAL RATE
- -------------------------------------------------- -------------
<S> <C>
First $50,000,000................................. 0.40%
Next $100,000,000................................. 0.30%
Next $350,000,000................................. 0.25%
Next $500,000,000................................. 0.20%
Over $1 Billion................................... 0.175%
</TABLE>

DIVIDEND AND GROWTH FUND, STOCK FUND AND ADVISERS FUND.

<TABLE>
<CAPTION>
NET ASSET VALUE ANNUAL RATE
- -------------------------------------------------- -------------
<S> <C>
First $50,000,000................................. 0.325%
Next $100,000,000................................. 0.25%
Next $350,000,000................................. 0.20%
Next $500,000,000................................. 0.15%
Over $1 Billion................................... 0.125%
</TABLE>

Wellington Management is a professional investment counseling firm which
provides investment services to investment companies, employee benefit plans,
endowments, foundations and other institutions and individuals. Wellington
Management and its predecessor organizations have provided investment advisory
services since 1933. As of December 31, 1995, Wellington Management held
discretionary management authority with respect to approximately $109.2 billion
of client assets. Wellington Management, 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.

28
<PAGE>
PORTFOLIO MANAGERS

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

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

The International Opportunities Fund is managed by Wellington Management's
Global Equity Strategy Group, headed by Trond Skramstad, Senior Vice President
of Wellington Management. 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 Wellington Management in 1993,
Mr. Skramstad was a global equity portfolio manager at Scudder, Stevens & Clark
since 1990.

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

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

The Advisers Fund is managed by Paul D. Kaplan, Senior Vice President of
Wellington Management, and Rand L. Alexander. Mr. Kaplan has been a portfolio
manager with Wellington Management since 1982 and manages the fixed income
component of the Advisers Fund. Rand L. Alexander, who is portfolio manager to
the Stock Fund, manages the equity component of the Advisers Fund.

The Bond Income Strategy 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.
Prior to joining ITT Hartford, Ms. Granger was a corporate bond portfolio
manager at The Home Insurance Company and Axe-Houghton Management.

PORTFOLIO TURNOVER

Each Fund may sell a portfolio investment soon after its acquisition if
HIMCO and /or Wellington Management believe that such a disposition is in the
Fund's best interest. A high rate of portfolio turnover involves correspondingly
greater brokerage commission expenses and other transaction costs, which must be
ultimately borne by a Fund's shareholders. High portfolio turnover may result in
the realization of substantial capital gains; distributions derived from such
gains may be treated as ordinary income for Federal income tax purposes.
Although it is not possible to predict future portfolio turnover rates
accurately, and such rates may vary from year to year, it is anticipated that
each Fund's portfolio turnover rate will not exceed 100% except the Bond Income
Strategy Fund which is estimated to be approximately 200%.

BROKERAGE COMMISSIONS

Although the Rules of Fair Practice of the National Association of
Securities Dealers, Inc. prohibit its members from seeking orders for the
execution of investment company portfolio transactions on the basis of their
sales of investment company shares, under such Rules, sales of investment
company shares may be considered in selecting brokers to effect portfolio
transactions. Accordingly, some portfolio transactions are, subject to such
Rules and to obtaining best prices and executions, effected through dealers who
sell shares of the Company. HIMCO or Wellington Management may also select an
affiliated broker-dealer to execute transactions for the Company, provided that
the commissions, fees or other remuneration paid to such affiliated broker are
reasonable and fair as compared to that paid to non-affiliated brokers for
comparable transactions.

29
<PAGE>
DIVIDENDS, CAPITAL GAINS AND TAXES

DIVIDENDS.

Each Fund intends to distribute substantially all of its net income and
capital gains to shareholders no less frequently than once a year. Normally,
dividends from net investment income of the Small Company Fund, Capital
Appreciation Fund, International Opportunities Fund, and Stock Fund will be
declared and paid annually; dividends from the net investment income of the
Dividend and Growth Fund and Advisers Fund will be declared and paid
semi-annually; dividends from the net investment income of the Bond Income
Strategy Fund will be declared and paid monthly and dividends from net
investment income of the Money Market Fund will be declared daily and paid
monthly. Dividends from the Money Market Fund are not paid on shares until the
day following the date on which the shares are issued. Unless shareholders
specify otherwise, all dividends and distributions will be automatically
reinvested in additional full or fractional shares of each Fund.

DISTRIBUTION OPTIONS.

When you open your account, specify on your application how you want to
receive your distributions. For ITT Hartford Mutual Funds retirement accounts,
all distributions are reinvested. For other accounts, you have five options:

REINVEST ALL DISTRIBUTIONS IN THE FUND. You can elect to reinvest all
dividends and long term capital gains distributions in additional shares of the
Fund.

REINVEST INCOME DIVIDENDS ONLY. You can elect to reinvest investment income
dividends in a Fund while receiving capital gains distributions by check or sent
to your bank account.

REINVEST LONG-TERM CAPITAL GAINS ONLY. You can elect to reinvest long-term
capital gains in the Fund while receiving dividends by check or sent to your
bank account.

RECEIVE ALL DISTRIBUTIONS IN CASH. You can elect to receive a check for all
dividends and long-term capital gain distributions or have them sent to your
bank.

REINVEST YOUR DISTRIBUTIONS IN ANOTHER ITT HARTFORD MUTUAL FUNDS
ACCOUNT. You can reinvest all distributions in another ITT Hartford Mutual
Funds account you have established.

TAXES.

If your account is not a tax-deferred retirement account, you should be
aware of the following tax implications of investing in the Fund. Long term
capital gains are taxable as long term capital gains when distributed to
shareholders. It does not matter how long you hold your shares. Dividends paid
from short term capital gains and net investment income are taxable as ordinary
income. Distributions are subject to federal income tax and may be subject to
state or local taxes. Your distributions are taxable when paid, whether you
reinvest them in additional shares or take them in cash. Every year the Fund
will send you and the IRS a statement showing the amount of each taxable
distribution you received in the previous year.

"BUYING A DIVIDEND". When a fund goes ex-dividend, its share price is
reduced by the amount of the distribution. If you buy shares on or just before
the ex-dividend date, or just before the Fund declares a capital gains
distribution, you will pay the full price for the shares and then receive a
portion of the price back as a taxable dividend or capital gain.

TAXES ON TRANSACTIONS. Share redemptions, including redemptions for
exchanges, are subject to capital gains tax. A capital gain or loss is the
difference between the price you paid for the shares and the price you received
when you sold them.

RETURNS OF CAPITAL. In certain cases distributions made by the Fund may be
considered a non-taxable return of capital to shareholders. If that occurs, it
will be identified in notices to shareholders. A non-taxable return of capital
may reduce your tax basis in your Fund shares.

This information is only a summary of certain federal tax information about
your investment. More information is contained in the SAI, and in addition you
should consult with your tax adviser about the effect of an investment in the
Fund on your particular tax situation.

30
<PAGE>
OWNERSHIP AND CAPITALIZATION OF THE COMPANY

CAPITAL STOCK

As of the date of this Prospectus, the authorized capital stock of the
Company consisted of the following shares of a par value of $.001 per share:
Small Company Fund, 300 million; Capital Appreciation Fund, 300 million;
International Opportunities Fund, 300 million; Stock Fund, 300 million; Dividend
and Growth Fund, 300 million; Advisers Fund, 400 million; Bond Income Strategy
Fund, 300 million; and Money Market Fund, 800 million.

The Board of Directors is authorized, without further shareholder approval,
to authorize additional shares and to classify and reclassify the Funds into one
or more classes. Accordingly, the Directors have authorized the issuance of
three classes of shares of each of the Funds (except the Money Market Fund),
designated as Class A, Class B and Class Y shares. Class A and Class Y shares
have been authorized for the Money Market Fund. The shares of each class
represent an interest in the same portfolio of investments of the respective
Funds and have equal rights as to voting, redemption, dividends and liquidation.
However, each class bears different sales charges, distribution and transfer
agency fees and related expenses, different exchange privileges and each class
has exclusive voting rights with respect to its respective Rule 12b-1 plan.

VOTING

Each shareholder is entitled to one vote for each share of the Funds held
upon all matters submitted to the shareholders generally. Annual meetings of
shareholders will not be held except as required by the Investment Company Act
of 1940 and other applicable law.

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.

DISTRIBUTOR

Hartford Securities Distribution Company, Inc., P.O. Box 2999, Hartford, CT
06104-2999 serves as distributor to the Company.

TRANSFER AGENT

Boston Financial Data Services, Inc., Two Heritage Drive, Quincy, MA. 02171
serves as transfer agent to the Company.

CUSTODIAN

State Street Bank and Trust Company serves as custodian of each Funds'
assets.

CLASS Y SHARES

The Company also offers Class Y Shares which are available only to the
following types of institutional investors: (i) Tax qualified retirement plans
which have (A) at least $10 million in plan assets, (B) 750 or more employees
eligible to participate at the time of purchase or (C) which certify that they
will have projected annual contributions of $2.5 million or more, (ii) Banks and
insurance companies which are not affiliated with HIMCO purchasing shares for
their own account; (iii) investment companies not affiliated with HIMCO; (iv)
Tax-qualified retirement plans of HIMCO, Wellington Management or broker-dealer
wholesalers and their affiliates.

Class Y shares are available to eligible institutional investors at net
asset value without the imposition of an initial or deferred sales charge and
are not subject to ongoing distribution fees imposed under a plan adopted
pursuant to Rule 12b-1 under the 1940 Act. The minimum initial investment in
Class Y shares is $1,000,000, but this requirement may be waived at the
discretion of the Fund's officers.

31
<PAGE>
The Reinvestment Privilege, Systematic Withdrawal Plan, Dollar Cost
Averaging Plan, Automatic Dividend Diversification Plan and Automatic Investment
Plan are not available for Class Y shares.

If you are considering a purchase of Class Y shares of a Fund, please call
, at 1-800- to obtain information about eligibility.

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 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 ITT Hartford Mutual Funds, Inc., P.O.
Box , Boston, MA. 02266- , or call 1-800- ]

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.

32
<PAGE>

ITT HARTFORD
MUTUAL FUNDS, INC.
PROSPECTUS-- , 1996
CLASS Y SHARES
LOGO

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

<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Investor Expenses..................................................... 4
Introduction to the ITT Hartford Mutual Funds......................... 6
Investment Objectives and Styles of the Funds......................... 6
Common Investment Policies and Risk Factors........................... 9
Performance of the Funds.............................................. 14
About Your Account.................................................... 16
How to Buy Shares................................................... 16
Special Investment Programs and Privileges.......................... 17
How to Redeem Shares................................................ 17
How to Exchange Shares.............................................. 19
Determination of Net Asset Value.................................... 19
Shareholder Account Rules and Policies.............................. 20
Investor Information Services....................................... 20
Management of the Funds............................................... 21
Dividends, Capital Gains and Taxes.................................... 24
Ownership and Capitalization of Funds................................. 25
General Information................................................... 25
</TABLE>

2
<PAGE>
INVESTOR EXPENSES

The expenses and the maximum transaction costs associated with investing in
Class Y shares of each Fund and the estimated aggregate operating expenses for
each Fund are reflected in the following table.
<TABLE>
<CAPTION>
SMALL CAPITAL INTERNATIONAL DIVIDEND
COMPANY APPRECIATION OPPORTUNITIES STOCK AND GROWTH
FUND FUND FUND FUND FUND
CLASS Y CLASS Y CLASS Y CLASS Y CLASS Y
------------- ---------------- ----------------- ------------ ---------------
<S> <C> <C> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Charge on purchases
(as % of Offering Price).............. None None None None None
Maximum Deferred Sales Charge.......... None None None None None
Exchange Fees.......................... None None None None None

ANNUAL OPERATING EXPENSES
(AS % OF AVERAGE NET ASSETS)
Management Fees........................ 0.85% 0.80% 0.85% 0.80% 0.75%
12b-1 Distribution and Service Fees.... None None None None None
Other Expenses (1)..................... .22% .22% .67% .22% .22%
Total Operating Expenses (after
reimbursements) (1)................... 1.00% 1.00% 1.20% 1.00% 1.00%
Total Operating Expenses (without
reimbursements) (1)................... 1.05% 1.00% 1.50% 1.00% .95%

<CAPTION>
BOND INCOME MONEY
ADVISERS STRATEGY MARKET
FUND FUND FUND
CLASS Y CLASS Y CLASS Y
------------ ------------ ------------
<S> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Charge on purchases
(as % of Offering Price).............. None None None
Maximum Deferred Sales Charge.......... None None None
Exchange Fees.......................... None None None
ANNUAL OPERATING EXPENSES
(AS % OF AVERAGE NET ASSETS)
Management Fees........................ 0.75% 0.65% 0.50%
12b-1 Distribution and Service Fees.... None None None
Other Expenses (1)..................... .22% .22% .22%
Total Operating Expenses (after
reimbursements) (1)................... 1.00% .80% .55%
Total Operating Expenses (without
reimbursements) (1)................... .95% .85% .70%
</TABLE>

- ----------------------------------
(1) ITT Hartford Group, Inc. ("ITT Hartford"), the ultimate parent company of
the Hartford Investment Management Company ("HIMCO"), has voluntarily
agreed to limit the expenses of each fund exclusive of taxes, interest,
brokerage commissions and extraordinary expenses until at least July 1,
1997. This policy may be discontinued at any time after July 1, 1997.

EXPENSE EXAMPLES

An investor would have paid the following expenses at the end of the period
shown on a $1,000 investment, assuming a 5% annual return and redemption at the
end of each period.

<TABLE>
<CAPTION>
YEAR 1 YEAR 3
------- -------
CLASS Y CLASS Y
------- -------
<S> <C> <C>
Small Company Fund........................... $10 $32
Capital Appreciation Fund.................... 10 32
International Opportunities Fund............. 12 38
Stock Fund................................... 10 32
Dividend and Growth Fund..................... 10 32
Advisers Fund................................ 10 32
Bond Income Strategy Fund.................... 8 26
Money Market Fund............................ 6 18
</TABLE>

3
<PAGE>
INTRODUCTION TO THE
ITT HARTFORD MUTUAL FUNDS

The Company is an open-end management investment company, commonly known as
a mutual fund, which was organized as a Maryland corporation on March 21, 1996.
The Company consists of eight series, each of which is divided into Class A,
Class B and Class Y shares except the Money Market Fund which is divided into
Class A and Class Y shares. Each Class may have different expenses which may
affect performance. Each Fund has different investment objectives, styles and
policies. These differences affect the types of securities in which each Fund
may invest and, therefore, the potential return of each Fund and the associated
risks. There is no assurance, however, that any Fund will meet its investment
goals. Whether an investment in a particular Fund is appropriate for you depends
on your investment goals, including the return you seek, the expected duration
of your investment and the level of risk you are willing to bear.

INVESTMENT OBJECTIVES AND INVESTMENT
STYLES OF THE FUNDS

HARTFORD SMALL COMPANY FUND

INVESTMENT OBJECTIVE.

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

INVESTMENT STYLE.

The Small Company Fund invests in a diversified portfolio of primarily
equity securities of companies which have less than $2 billion in market
capitalization. Wellington Management 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 Wellington Management so as to maintain broad industry
diversification. In selecting investments Wellington Management considers
securities of companies that, in its opinion, have potential for above-average
earnings growth, are undervalued in relation to

4
<PAGE>
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.

HARTFORD CAPITAL APPRECIATION FUND

INVESTMENT OBJECTIVE.

The Capital Appreciation Fund seeks growth of capital by investing primarily
in equity securities selected on the basis of potential for capital
appreciation.

INVESTMENT STYLE.

HARTFORD INTERNATIONAL OPPORTUNITIES FUND

INVESTMENT OBJECTIVE.

The International Opportunities Fund seeks growth of capital consistent with
prudent investment risk by investing primarily in equity securities issued by
non-U.S. companies.

INVESTMENT STYLE.

HARTFORD STOCK FUND

INVESTMENT OBJECTIVE.

The Stock Fund seeks long-term growth of capital, with income as a secondary
consideration, by investing primarily in equity securities.

5
<PAGE>
INVESTMENT STYLE.

HARTFORD DIVIDEND AND GROWTH FUND

INVESTMENT OBJECTIVE.

The Dividend and Growth Fund seeks a high level of current income consistent
with growth of capital and reasonable investment risk by investing primarily in
equity securities.

INVESTMENT STYLE.

HARTFORD ADVISERS FUND

INVESTMENT OBJECTIVE.

INVESTMENT STYLE.

6
<PAGE>
HARTFORD BOND INCOME STRATEGY FUND

INVESTMENT OBJECTIVE.

The Bond Income Strategy Fund seeks a high level of current income
consistent with a competitive total return by investing primarily in debt
securities.

INVESTMENT STYLE.

HARTFORD MONEY MARKET FUND

INVESTMENT OBJECTIVE.

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

INVESTMENT POLICIES.

COMMON INVESTMENT POLICIES
AND RISK FACTORS

MONEY MARKET INSTRUMENTS AND TEMPORARY INVESTMENT STRATEGIES

7
<PAGE>
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; (6)
asset-backed securities (Advisers Fund, Bond Income Strategy Fund and Money
Market Fund only); and (7) repurchase agreements.

REPURCHASE AGREEMENTS

REVERSE REPURCHASE AGREEMENTS

DEBT SECURITIES

INVESTMENT GRADE DEBT SECURITIES

Each Fund is permitted to invest in debt securities rated within the four
highest rating categories (i.e., Aaa, Aa, A or Baa by Moody's or AAA, AA, A or
BBB by S&P, or, if unrated, securities of comparable quality as determined by
HIMCO or Wellington Management. These securities are generally referred to as
"investment grade securities." Each rating category has within it different
gradations or sub-categories. If a Fund is authorized to invest in a certain
rating category, the Fund is also permitted to invest in any of the sub-
categories or gradations within that rating category. If a security is
downgraded to a rating category which does not qualify for investment, HIMCO or
Wellington Management will use its discretion on whether to hold or sell based
upon its opinion on the best method to maximize value for shareholders over the
long term. 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 HIMCO or Wellington Management) are viewed as having 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.

HIGH YIELD-HIGH RISK DEBT SECURITIES

8
<PAGE>
("Ba" by Moody's or "BB" by S&P) or if unrated, determined to be of comparable
quality by HIMCO. Each rating category has within it different gradations or
sub-categories. If a Fund is authorized to invest in a certain rating category,
the Fund is also permitted to invest in any of the sub-categories or gradations
within that rating category. If a security is downgraded to a rating category
which does not qualify for investment, HIMCO or Wellington Management will use
its discretion on whether to hold or sell based upon its opinion on the best
method to maximize value for shareholders over the long term. 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 are set forth in the SAI. High
yield-high risk 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.

MORTGAGE-BACKED AND ASSET-BACKED SECURITIES

EQUITY SECURITIES

NON-U.S. SECURITIES

9
<PAGE>
When selecting non-U.S. securities HIMCO or Wellington Management will
evaluate the economic and political climate and the principal securities markets
of the country in which the company is located. Investing in non-U.S. securities
involves considerations and potential risks not typically associated with
investing in securities 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.
securities are affected by changes in currency rates or exchange control
regulations, restrictions or prohibitions on the repatriation of non-U.S.
currencies, application of non-U.S. tax laws, including withholding taxes,
changes in 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. See the SAI for additional risk disclosure concerning non-U.S.
securities.

CURRENCY TRANSACTIONS

OPTIONS AND FUTURES CONTRACTS

10
<PAGE>
A Fund's 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 the ability
of HIMCO or Wellington Management 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 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 Internal Revenue
Code (the "Code"). See the SAI for additional information on options and futures
contracts.

SWAP AGREEMENTS

ILLIQUID SECURITIES

Each Fund is permitted to invest up to 15% of its net assets in illiquid
securities except the Money Market Fund which may invest up to 10% of its net
assets in such 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. Each Fund
may purchase, certain restricted securities commonly known as Rule 144A
securities that can be resold to institutions and which may be determined to be
liquid pursuant to policies and guidelines of the Board of Directors.

WHEN-ISSUED AND DELAYED-DELIVERY SECURITIES

11
<PAGE>
if HIMCO or Wellington Management deems it advisable. At the time a Fund makes
the commitment to purchase securities on a when-issued basis, the Fund will
record the transaction and thereafter reflect the value, each day, of such
security in determining net asset value. At the time of delivery of the
securities, the value may be more or less than the purchase price.

OTHER INVESTMENT COMPANIES

PORTFOLIO SECURITIES LENDING

OTHER RISK FACTORS

PERFORMANCE OF THE FUNDS

12
<PAGE>
Below you will find information about the performance of the Insurance
Funds. Although the six comparable Funds discussed above have substantially
similar investment objectives and policies, the same investment adviser and
sub-adviser and the same portfolio managers as the Insurance Funds, you should
not assume that the Funds offered by this Prospectus will have the same future
performance as the Insurance Funds. For example, any Fund's future performance
may be greater or less than the performance of the corresponding Insurance Fund
due to, among other things, differences in expenses and cash flows between a
Fund and the corresponding Insurance Fund.

The table below sets forth each Fund, and its corresponding Insurance Fund,
its inception date and asset size as of December 31, 1995:

<TABLE>
<CAPTION>
CORRESPONDING INSURANCE FUND
FUND (INCEPTION DATE AND ASSET SIZE)
- -------------------------------- ----------------------------------------------------------------------------
<S> <C>
Capital Appreciation............ Hartford Capital Appreciation Fund, Inc.
(April 2, 1984)
$2,204,105,364

International Opportunities..... Hartford International Opportunities Fund, Inc.
(July 2, 1990)
$688,685,636

Stock........................... Hartford Stock Fund, Inc.
(August 31, 1977)
$1,881,501,503

Dividend and Growth............. Hartford Dividend and Growth Fund, Inc.
(March 8, 1994)
$276,245,852

Advisers........................ Hartford Advisers Fund, Inc.
(March 31, 1983)
$4,275,088,899

Money Market.................... HVA Money Market Fund, Inc.
(June 30, 1980)
$364,013,082
</TABLE>

13
<PAGE>
The following table shows the average annualized total returns for the
Insurance Funds for the one, three, five and ten year (or life of the Insurance
Fund, if shorter) periods ended December 31, 1995. These figures are based on
the actual gross investment performance of the Insurance Funds. From the gross
investment performance figures, the maximum Total Fund Operating Expenses
reflected in the fee table above are deducted to arrive at the net return.

<TABLE>
<CAPTION>
10 YEARS OR
INSURANCE FUND SINCE
(INCEPTION DATE) 1 YEAR 3 YEARS 5 YEARS INCEPTION
- ----------------------------------------------------------------- ----------- ----------- ----------- ------------
<S> <C> <C> <C> <C>
Hartford Capital Appreciation Fund, Inc. ........................ 29.74% 16.89% 23.51% 15.39%
(April 2, 1984)

Hartford International Opportunities Fund, Inc. ................. 13.56% 13.99% 9.85% 6.45%
(July 2, 1990)

Hartford Stock Fund, Inc. ....................................... 33.34% 13.99% 15.04% 12.95%
(August 31, 1977)

Hartford Dividend and Growth Fund, Inc. ......................... 35.95% N/A N/A 19.63%
(March 8, 1994)

Hartford Advisers Fund, Inc. .................................... 27.81% 11.50% 12.47% 11.65%
(March 31, 1983)

HVA Money Market Fund, Inc. ..................................... 5.62% 4.16% 4.41% 6.00%
(June 30, 1980)
</TABLE>

CERTAIN INFORMATION ABOUT PERFORMANCE

ABOUT YOUR ACCOUNT

HOW TO BUY SHARES

You may purchase shares from any broker-dealer that has a selling agreement
with Hartford Securities Distribution Company, Inc. (the "Distributor"). In
addition, an account may be opened for the purchase of shares of a Fund by
mailing to the ITT Hartford Mutual Funds, Inc., Institutional Services, P.O. Box
, Boston, MA 02266- , a completed account application and a check,
payable to the appropriate Fund. Or you may telephone 1-800- to obtain
the number of an account to which you can wire or electronically transfer funds
and then send in a completed application.

In order to buy Class Y shares you must qualify as one of the following
types of institutional investors: (i) tax qualified retirement plans which have
(A) at least $10 million in plan assets, (B) have 750 or more employees eligible
to participate at the time of purchase, or (C) certify that they will have
projected annual

14
<PAGE>
contributions of $2.5 million or more, (ii) banks and insurance companies which
are not affiliated with HIMCO purchasing shares for their own account; (iii)
investment companies not affiliated with HIMCO; (iv) tax-qualified retirement
plans of HIMCO, Wellington Management or broker-dealer wholesalers and their
affiliates.

Purchase orders for all Funds are accepted only on a regular business day as
defined below. Orders for shares received by Boston Financial Data Services,
Inc., (the "Transfer Agent") on any business day prior to the close of trading
on the New York Stock Exchange ("NYSE") (normally 4:00 p.m. Eastern Time) will
receive that day's offering price. Orders received by the Transfer Agent after
such time but prior to the close of business on the next business day will
receive the next business day's offering price which is net asset value plus any
applicable sales charge. If you purchase shares through a broker-dealer your
broker is responsible for forwarding payment promptly to the Transfer Agent.
With respect to shares of the Money Market Fund, orders shall not be deemed
received until the Transfer Agent has received Federal funds. A "business day"
is any day on which the NYSE is open for business. It is anticipated that the
NYSE will be closed Saturdays and Sundays and on days on which the NYSE observes
New Year's Day, President's Day, Good Friday, Memorial Day, Independence Day,
Labor Day, Thanksgiving Day and Christmas Day.

Your initial purchase amount must be at least $1,000,000. However, the
minimum may be waived at the discretion of the Company's officers.

For an initial purchase of shares by wire, you must first telephone the
Transfer Agent at 1-800- between the hours of 8:00 A.M. and 4:00 P.M.
(Eastern Time) on a regular business day as defined above to receive an account
number. The following information will be requested: your name, address, tax
identification number, dividend distribution election, amount being wired and
the wiring bank. Instructions should then be given by you to your bank to
transfer funds by wire to the Boston Financial Data Services, Two Heritage
Drive, Quincy, MA. 02171, DDA Number , Attention: Mutual Funds Division,
ITT Hartford Funds, Inc. specifying on the wire the name of the Fund, the
account number assigned by the Transfer Agent and your name. If you arrange for
receipt by the Transfer Agent of federal funds prior to the close of trading
(currently 4:00 P.M., Eastern Time) of the NYSE on a regular business day as
defined above, you will receive that day's offering price. Your bank may charge
for these services. Presently there is no fee for receipt by the Transfer Agent
of Federal funds wired, but the right to charge for this service is reserved.

SPECIAL INVESTMENT PROGRAMS AND PRIVILEGES

EXCHANGE PRIVILEGE. You may exchange your shares of a Fund for shares of
the same class of any other Fund. You should consider the differences in
investment objectives and expenses of a Fund as described in this prospectus
before making an exchange. Shares are normally redeemed from one Fund and
purchased from the other Fund in the exchange transaction on the same regular
business day on which the Transfer Agent receives an exchange request that is in
proper form by the close of the NYSE that day.

Details on all institutional shareholder services may be obtained by calling
the Transfer Agent at 1-800- - .

HOW TO REDEEM SHARES

Shares may be redeemed on any regular business day. Your shares will be sold
at the next net asset value calculated after your order is received in good
order and accepted by the Transfer Agent. The Fund offers you a number of ways
to sell your shares: in writing, by telephone, by electronic funds transfer
through the

15
<PAGE>
Automated Clearing House ("ACH") or by wire transfer. There are special income
tax withholding requirements for distributions from retirement plans and you
must submit a withholding form with your request to avoid delay. PLEASE CALL THE
TRANSFER AGENT FIRST, AT 1-800- FOR ASSISTANCE.

CERTAIN REQUESTS REQUIRE A SIGNATURE GUARANTEE.

- You wish to redeem more than $50,000 worth of shares and receive a check

- A redemption check is not payable to all shareholders listed on the
account statement

- A redemption check is not sent to the address of record on your statement

- Shares are being transferred to a Fund account with a different owner or
name

- Shares are redeemed by someone other than the owners (such as an Executor)

REDEEMING SHARES BY MAIL.

Write a "letter of instruction" that includes:
Your name
The Fund's name
Your Fund account number (from your account statement)
The dollar amount or number of shares to be redeemed
Any special payment instructions
The signatures of all registered owners exactly as the account is
registered, and
Any special requirements or documents requested by the Transfer Agent to
assure proper authorization of the person asking to sell shares.

USE THE FOLLOWING ADDRESS FOR REQUESTS BY MAIL:
ITT Hartford Mutual Funds, Inc.
Institutional Services
P.O. Box
Boston, MA 02266-

SEND COURIER OR EXPRESS MAIL REQUESTS TO:
Boston Financial Data Services
Attn.: ITT Hartford Mutual Funds, Inc.
Institutional Services
Two Heritage Drive
Quincy, MA 02171

REDEEMING SHARES BY TELEPHONE.

You may also redeem shares by telephone by calling 1-800- . To
receive the redemption price on a regular business day, your call must be
received by the Transfer Agent by the close of the NYSE that day, which is
normally 4:00 P.M., Eastern Time. Shares held in tax-qualified retirement plans
may not be redeemed by telephone. You may have a check sent to the address on
the account statement, or, you may use electronic funds transfer to your
assigned bank account through ACH.

TELEPHONE REDEMPTIONS PAID BY CHECK. Up to $50,000 may be redeemed by
telephone once in any 7-day period. The check must be payable to all owners of
record of the shares and must be sent to the address on the account. This
service is not available within 30 days of changing the address on an account.

TELEPHONE REDEMPTIONS THROUGH ELECTRONIC FUNDS TRANSFER. If you have
selected the option on your account application, you may use electronic funds
transfer to your assigned bank account. Normally the electronic funds transfer
is initiated on the business day after the redemption.

16
<PAGE>
The Transfer Agent may delay forwarding a check or processing a payment for
recently purchased shares, but only until the purchase payment has cleared. That
delay may be as much as 15 days from the date the shares were purchased.

You may be charged a fee of up to $8 for wire transfers of redemption
proceeds, which will be deducted from such proceeds. There is no fee for ACH
transfers.

HOW TO EXCHANGE SHARES

Class Y shares of a Fund may be exchanged for Class Y shares of another Fund
at net asset value per share at the time of exchange. Exchanges of shares
involve a redemption of the shares of the Fund you own and a purchase of shares
of the other Fund. Exchanges may be requested in writing or by telephone.

For telephone exchange requests you should call 1-800- . Telephone
exchanges may be made only between accounts that are registered with the same
names and address.

All exchanges are subject to the following restrictions:

The Fund you are exchanging into must be registered for sale in your state.

You may exchange only between Funds that are registered in the same name,
address and taxpayer identification number.

You may only exchange your Class Y shares for Class Y shares of another
Fund.

If you wish to make more than 12 exchanges in a 12-month period, an exchange
fee of $10 per exchange will be charged. Any exchange fees will be paid directly
to the Fund from which shares have been redeemed. The minimum amount you may
exchange from one Fund into another is $500 or the entire balance if less.

DETERMINATION OF NET ASSET VALUE

17
<PAGE>
SHAREHOLDER ACCOUNT RULES AND POLICIES

THE TRANSFER AGENT WILL RECORD ANY TELEPHONE CALLS to verify data concerning
transactions and has adopted other procedures to confirm that telephone
instructions are genuine. If the Company does not use reasonable procedures it
may be liable for losses due to unauthorized transactions, but otherwise the
Company will not be liable for losses or expenses arising out of telephone
instructions reasonably believed to be genuine. If you are unable to reach the
Transfer Agent during periods of unusual market activity, you may not be able to
complete a telephone transaction and should consider placing your order by mail.

PURCHASE, REDEMPTION OR EXCHANGE REQUESTS will not be honored until the
Transfer Agent receives all required documents in proper form.

SHARE CERTIFICATES will not be issued for the Company's shares.

ALL OF YOUR PURCHASES MUST BE MADE IN U.S. DOLLARS and checks must be drawn
on U.S. banks. You may not purchase shares with a third party check.

PAYMENT FOR REDEEMED SHARES is forwarded ordinarily by check or by
electronic funds transfer (as elected by the shareholder) within 7 calendar days
after the business day on which the Transfer Agent receives redemption
instructions in proper form. Payment will be forwarded within 3 business days
for accounts registered in the name of a broker-dealer. Redemptions may be
suspended or payment dates postponed when the NYSE is closed (other than
weekends or holidays), when trading is restricted or as permitted by the
Securities and Exchange Commission. THE TRANSFER AGENT MAY DELAY FORWARDING A
CHECK OR PROCESSING A PAYMENT FOR RECENTLY PURCHASED SHARES, BUT ONLY UNTIL THE
PURCHASE PAYMENT HAS CLEARED. THAT DELAY MAY BE AS MUCH AS 15 CALENDAR DAYS FROM
THE DATE THE SHARES WERE PURCHASED. THAT DELAY MAY BE AVOIDED IF YOU PURCHASE
SHARES BY CERTIFIED CHECK. IF THE PURCHASE PAYMENT DOES NOT CLEAR, YOUR PURCHASE
WILL BE CANCELED AND YOU COULD BE LIABLE FOR ANY LOSSES OR FEES THE FUND OR ITS
TRANSFER AGENT HAVE INCURRED.

INVESTOR INFORMATION SERVICES

In addition, telephone representatives are available during normal business
hours to provide the information and services you need.

18
<PAGE>
Statements and reports sent to you include the following: Confirmation
statements (after every transaction, except reinvestments, automatic investments
and automatic payroll investments, that affect your account balance or your
account registration), quarterly consolidated account statements, and financial
reports (every six months).

Call 1-800- if you need additional copies of financial reports or
historical account information. There may be a small charge for historical
account information for prior years.

MANAGEMENT OF THE FUNDS

MANAGEMENT SERVICES

MANAGEMENT FEES

MONEY MARKET FUND.

The Money Market Fund pays a monthly management fee to HIMCO which is based
on a stated percentage of the Fund's average daily net asset value as follows:

<TABLE>
<CAPTION>
NET ASSET VALUE ANNUAL RATE
- ------------------------------------------------------------------ ---------------
<S> <C>
First $500,000,000................................................ 0.50%
Next $500,000,000................................................. 0.45%
Amount Over $1 Billion............................................ 0.40%
</TABLE>

BOND INCOME STRATEGY FUND.

The Bond Income Strategy Fund pays a monthly management fee to HIMCO which
is based on a stated percentage of the Fund's average daily net asset value as
follows:

<TABLE>
<CAPTION>
NET ASSET VALUE ANNUAL RATE
- ------------------------------------------------------------------ ---------------
<S> <C>
First $500,000,000................................................ 0.65%
Next $500,000,000................................................. 0.55%
Amount Over $1 Billion............................................ 0.50%
</TABLE>

SMALL COMPANY FUND AND INTERNATIONAL OPPORTUNITIES FUND.

The Small Company Fund and International Opportunities Fund each pay a
monthly management fee to HIMCO which is based on a stated percentage of the
Fund's average daily net asset value as follows:

<TABLE>
<CAPTION>
NET ASSET VALUE ANNUAL RATE
- ------------------------------------------------------------------ ---------------
<S> <C>
First $500,000,000................................................ 0.85%
Next $500,000,000................................................. 0.75%
Amount Over $1 Billion............................................ 0.70%
</TABLE>

CAPITAL APPRECIATION FUND AND STOCK FUND.

The Capital Appreciation Fund and Stock Fund each pay a monthly management
fee to HIMCO which is based on a stated percentage of the Fund's average daily
net asset value as follows:

<TABLE>
<CAPTION>
NET ASSET VALUE ANNUAL RATE
- ------------------------------------------------------------------ ---------------
<S> <C>
First $500,000,000................................................ 0.80%
Next $500,000,000................................................. 0.70%
Amount Over $1 Billion............................................ 0.65%
</TABLE>

19
<PAGE>
DIVIDEND AND GROWTH FUND AND ADVISERS FUND.

The Dividend and Growth Fund and Advisers Fund each pay a monthly management
fee to HIMCO which is based on a stated percentage of the Fund's average daily
net asset value as follows:

<TABLE>
<CAPTION>
NET ASSET VALUE ANNUAL RATE
- ------------------------------------------------------------------ ---------------
<S> <C>
First $500,000,000................................................ 0.75%
Next $500,000,000................................................. 0.65%
Amount Over $1 Billion............................................ 0.60%
</TABLE>

HIMCO, Hartford Plaza, Hartford, Connecticut 06115, is an indirect
wholly-owned subsidiary of ITT Hartford and was organized under the laws of
Connecticut in 1981. ITT Hartford is a holding company for various insurance
related subsidiaries including Hartford Fire Insurance Company, one of the
largest insurance carriers in the United States. HIMCO also serves as investment
adviser to several other SEC registered funds sponsored by ITT Hartford
affiliates and which are primarily available through the purchase of variable
annuity or variable life contracts.

INVESTMENT SUB-ADVISORY SERVICES

SMALL COMPANY FUND, CAPITAL APPRECIATION FUND AND INTERNATIONAL OPPORTUNITIES
FUND.

<TABLE>
<CAPTION>
NET ASSET VALUE ANNUAL RATE
- ------------------------------------------------------------------ ------------
<S> <C>
First $50,000,000................................................. 0.40%
Next $100,000,000................................................. 0.30%
Next $350,000,000................................................. 0.25%
Next $500,000,000................................................. 0.20%
Over $1 Billion................................................... 0.175%
</TABLE>

DIVIDEND AND GROWTH FUND, STOCK FUND AND ADVISERS FUND.

<TABLE>
<CAPTION>
NET ASSET VALUE ANNUAL RATE
- ------------------------------------------------------------------ ------------
<S> <C>
First $50,000,000................................................. 0.325%
Next $100,000,000................................................. 0.25%
Next $350,000,000................................................. 0.20%
Next $500,000,000................................................. 0.15%
Over $1 Billion................................................... 0.125%
</TABLE>

20
<PAGE>
individuals. Wellington Management and its predecessor organizations have
provided investment advisory services since 1933. As of December 31, 1995,
Wellington Management held discretionary management authority with respect to
approximately $109.2 billion of client assets. Wellington Management, 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

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

PORTFOLIO TURNOVER

Each Fund may sell a portfolio investment soon after its acquisition if
HIMCO and/or Wellington Management believe that such a disposition is in the
Fund's best interest. A high rate of portfolio turnover involves correspondingly
greater brokerage commission expenses and other transaction costs, which must be
ultimately borne by a Fund's shareholders. High portfolio turnover may result in
the realization of substantial capital gains; distributions derived from such
gains may be treated as ordinary income for Federal income tax purposes.
Although it is not possible to predict future portfolio turnover rates
accurately, and such rates may vary from year to year, it is anticipated that
each Fund's portfolio turnover rate will not exceed 100% except the Bond Income
Strategy Fund which is estimated to be approximately 200%.

BROKERAGE COMMISSIONS

21
<PAGE>
transactions for the Company, provided that the commissions, fees or other
remuneration paid to such affiliated broker are reasonable and fair as compared
to that paid to non-affiliated brokers for comparable transactions.

DIVIDENDS, CAPITAL GAINS AND TAXES

DIVIDENDS.

DISTRIBUTION OPTIONS.

REINVEST ALL DISTRIBUTIONS IN THE FUND. You can elect to reinvest all
dividends and long term capital gains distributions in additional shares of the
Fund.

REINVEST INCOME DIVIDENDS ONLY. You can elect to reinvest investment income
dividends in a Fund while receiving capital gains distributions by check or sent
to your bank account.

REINVEST LONG-TERM CAPITAL GAINS ONLY. You can elect to reinvest long-term
capital gains in the Fund while receiving dividends by check or sent to your
bank account.

RECEIVE ALL DISTRIBUTIONS IN CASH. You can elect to receive a check for all
dividends and long-term capital gain distributions or have them sent to your
bank.

REINVEST YOUR DISTRIBUTIONS IN ANOTHER ITT HARTFORD MUTUAL FUNDS
ACCOUNT. You can reinvest all distributions in another ITT Hartford Mutual
Funds account you have established.

TAXES.

22
<PAGE>
This information is only a summary of certain federal tax information about
your investment. More information is contained in the SAI, and in addition you
should consult with your tax adviser about the effect of an investment in the
Fund on your particular tax situation.

OWNERSHIP AND CAPITALIZATION OF THE COMPANY

CAPITAL STOCK

VOTING

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.

DISTRIBUTOR

Hartford Securities Distribution Company, Inc., P.O. Box 2999, Hartford, CT
06104-2999 serves as distributor to the Company.

TRANSFER AGENT

Boston Financial Data Services, Inc., Two Heritage Drive, Quincy, MA. 02171,
serves as transfer agent to the Company.

CUSTODIAN

State Street Bank and Trust Company serves as custodian of each Fund's
assets.

CLASS A AND B SHARES

In addition to Class Y shares, the Company also offers Class A and Class B
shares. Class A and B shares are available to individual investors. Class A and
B shares generally have operating expenses similar to Class Y shares, except for
certain sales charges and distribution and transfer agent fees. Please call
1-800- for additional information on the purchase of Class A or B shares.

23
<PAGE>
REQUESTS FOR INFORMATION

For additional information, write to ITT Hartford Mutual Funds, Inc., P.O.
Box , Boston, MA. 02266- , or call 1-800- ]

24
<PAGE>

PART B

ITT HARTFORD MUTUAL FUNDS, INC. (the "Company")

ITT HARTFORD MONEY MARKET FUND

CLASS A AND CLASS Y SHARES ONLY

ITT HARTFORD SMALL COMPANY FUND
ITT HARTFORD CAPITAL APPRECIATION FUND
ITT HARTFORD INTERNATIONAL OPPORTUNITIES FUND
ITT HARTFORD STOCK FUND
ITT HARTFORD DIVIDEND AND GROWTH FUND
ITT HARTFORD ADVISERS FUND
ITT HARTFORD BOND FUND

CLASS A, CLASS B AND CLASS Y SHARES

P.O. Box ____
Boston, MA 02266-____
1-800-______________

This Statement of Additional Information ("SAI") is not a prospectus but
should be read in conjunction with the Company's Class A and Class B prospectus
and Class Y prospectus. To obtain a free copy of either prospectus send a
written request to: ITT Hartford Mutual Funds, Inc., P.O. Box ____, Boston, MA
02266-_____ or call the number listed above.

Date of Prospectus: _____ , 1996
Date of Statement of Additional Information: _____ , 1996
Form __-____-__

<PAGE>

TABLE OF CONTENTS PAGE

GENERAL INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . .

INVESTMENT OBJECTIVES AND POLICIES . . . . . . . . . . . . . . . . . .

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

INVESTMENT ADVISORY ARRANGEMENTS . . . . . . . . . . . . . . . . . . .

FUND EXPENSES. . . . . . . . . . . . . . . . . . . . . . . . . . . . .

DISTRIBUTION ARRANGEMENTS. . . . . . . . . . . . . . . . . . . . . . .

DISTRIBUTION FINANCING PLANS . . . . . . . . . . . . . . . . . . . . .

PORTFOLIO TRANSACTIONS AND BROKERAGE . . . . . . . . . . . . . . . . .

DETERMINATION OF NET ASSET VALUE . . . . . . . . . . . . . . . . . . .

PURCHASE AND REDEMPTION OF SHARES. . . . . . . . . . . . . . . . . . .

INVESTMENT PERFORMANCE . . . . . . . . . . . . . . . . . . . . . . . .

TAXES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

CUSTODIAN. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

TRANSFER AGENT SERVICES. . . . . . . . . . . . . . . . . . . . . . . .

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

OTHER INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . .

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

<PAGE>

GENERAL INFORMATION

ITT Hartford Mutual Funds, Inc. (the "Company") is an open-end management
investment company consisting of eight separate diversified portfolios (each a
"Fund" or together the "Funds"). This SAI relates to all eight Funds. The
Hartford Investment Management Company, Inc. ("HIMCO") is the investment adviser
to each Fund. HIMCO is an indirect wholly owned subsidiary of ITT Hartford
Group, Inc., ("ITT Hartford") an insurance holding company with approximately
$94 billion in assets. In addition, Wellington Management Company ("Wellington
Management") is a sub-adviser to several of the Funds.

INVESTMENT OBJECTIVES AND POLICIES

A. FUNDAMENTAL RESTRICTIONS OF THE FUNDS

Each Fund has adopted the following fundamental investment restrictions
which may not be changed without approval of a majority of the applicable Fund's
outstanding voting securities. Under the Investment Company Act of 1940 (the
"1940 Act"), and as used in the Prospectus and this SAI, a "majority of the
outstanding voting securities" means the approval of the lesser of (1) the
holders of 67% or more of the shares of a Fund represented at a meeting if the
holders of more than 50% of the outstanding shares of the Fund are present in
person or by proxy or (2) the holders of more than 50% of the outstanding shares
of the Fund.

The investment objective, investment style and certain investment policies
of each Fund are set forth in the Prospectus. Set forth below are the
fundamental investment policies applicable to each Fund followed by the non-
fundamental policies applicable to each Fund.

Each Fund may not:

1. Issue senior securities. For purposes of this restriction, the
issuance of shares of common stock in multiple classes or series, obtaining of
short-term credits as may be necessary for the clearance of purchases and sales
of portfolio securities, short sales against the box, the purchase or sale of
permissible options and futures transactions (and the use of initial and
maintenance margin arrangements with respect to futures contracts or related
options transactions), the purchase or sale of securities on a when issued or
delayed delivery basis, permissible borrowings entered into in accordance with a
Fund's investment policies, and reverse repurchase agreements are not deemed to
be issuances of senior securities.

2. Borrow money, except from banks and then only if immediately after
each such borrowing there is asset coverage of at least 300% (including the
amount borrowed) as defined in the 1940 Act. For purposes of this investment
restriction, reverse repurchase agreements, mortgage dollar rolls, short sales
against the box, futures contracts, options on futures contracts,

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<PAGE>

securities or indices, when issued and delayed delivery transactions and
securities lending shall not constitute borrowing.

3. Act as an underwriter, except to the extent that in connection with
the disposition of portfolio securities, a Fund may be deemed to be an
underwriter for purposes of the Securities Act of 1933 (the "1933 Act").

4. Purchase or sell real estate, except that a Fund may (i) acquire or
lease office space for its own use, (ii) invest in securities of issuers that
invest in real estate or interests therein, (e.g. real estate investment trusts)
(iii) invest in securities that are secured by real estate or interests therein,
(iv) purchase and sell mortgage-related securities, (v) hold and sell real
estate acquired by the Fund as a result of the ownership of securities and (vi)
invest in real estate limited partnerships.

5. Invest in commodities, except that a Fund may (i) invest in securities
of issuers that invest in commodities, and (ii) engage in permissible options
and futures transactions and forward foreign currency contracts, entered into in
accordance with the Fund's investment policies.

6. Make loans, except that a Fund (i) may lend portfolio securities in
accordance with the Fund's investment policies in amounts up to 33 1/3% of the
Fund's total assets taken at market value, (ii) enter into fully collateralized
repurchase agreements, and (iii) purchase debt obligations in which the Fund may
invest consistent with its investment policies.

7. Purchase the securities of issuers conducting their principal activity
in the same industry if, immediately after such purchase, the value of its
investments in such industry would exceed 25% of its total assets taken at
market value at the time of such investment. This limitation does not apply to
investments in obligations issued or guaranteed by the U.S. Government or any of
its agencies, instrumentalities or authorities.

In addition, each Fund will operate as a "diversified" fund within the
meaning of the 1940 Act. This means that with respect to 75% of a Fund's total
assets, a Fund will not purchase securities of an issuer (other than cash, cash
items or securities issued or guaranteed by the U.S. Government, its agencies,
instrumentalities or authorities), if

(a) such purchase would cause more than 5% of the Fund's total assets
taken at market value to be invested in the securities of such issuer;
or

(b) such purchase would at the time result in more than 10% of the
outstanding voting securities of such issuer being held by the Fund.

If a percentage restriction on investment or utilization of assets as set
forth above is adhered to at the time an investment is made, a later change in
percentage resulting from changes in the values of a Fund's assets will not be
considered a violation of the restriction; provided,

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<PAGE>

however, that the asset coverage requirement applicable to borrowings under
Section 18(f)(1) of the 1940 Act shall be maintained in the manner contemplated
by that Section.

In order to permit the sale of shares of the Funds in certain states, the
Board of Directors may, in its sole discretion, adopt restrictions on investment
policy more restrictive than those described above. Should the Board of
Directors determine that any such more restrictive policy is no longer in the
best interest of a Fund and its shareholders, the Fund may cease offering shares
in the state involved and the Board of Directors may revoke such restrictive
policy. Moreover, if the states involved shall no longer require any such
restrictive policy, the Board of Directors may, in its sole discretion, revoke
such policy.

B. NON-FUNDAMENTAL INVESTMENT RESTRICTIONS OF THE FUNDS.

The following restrictions are designated as non-fundamental and may be
changed by the Board of Directors without the approval of shareholders.

Each Fund may not:

1. Pledge, mortgage or hypothecate its assets, except to the extent
required to secure permitted borrowings. This investment restriction shall not
apply to any required segregated account or securities lending arrangements. The
deposit of underlying securities and other assets in escrow and collateral
arrangements with respect to margin for futures contracts and related options is
not deemed to be a pledge or other encumbrance.

2. Purchase any securities on margin (except that a Fund may obtain such
short-term credits as may be necessary for the clearance of purchases and sales
of portfolio securities) or make short sales of securities (except short sales
against the box) or maintain a short position. The deposit or payment by a Fund
of initial or maintenance margin in connection with futures contracts or related
options transactions is not considered the purchase of a security on margin.

3. Purchase securities which are illiquid if, as a result of any such
purchase, more than 15% of its net assets (10% for the Money Market Fund) would
consist of such securities.

4. Purchase securities while outstanding borrowings exceed 5% of a Fund's
total assets.

5. Purchase interests in oil, gas, or other mineral exploration programs
or mineral leases; however, this policy will not prohibit the acquisition of
securities of companies engaged in the production or transmission of oil, gas,
or other minerals.

6. Invest for the purpose of exercising control over or management of any
company.

If a percentage restriction on investment or utilization of assets as set
forth above is adhered to at the time an investment is made, a later change in
percentage resulting from changes

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<PAGE>

in the values of a Fund's assets will not be considered a violation of the
restriction.

MISCELLANEOUS INVESTMENT PRACTICES

A further description of certain of the policies described in the Prospectus is
set forth below.

MONEY MARKET INSTRUMENTS AND TEMPORARY INVESTMENT STRATEGIES

In addition to the Money Market Fund which may invest in cash, cash
equivalents and money market instruments at any time, the Small Company Fund,
Capital Appreciation Fund, International Opportunities Fund, Stock Fund,
Dividend and Growth Fund, Advisers Fund and Bond Fund each may hold cash or cash
equivalents and may invest any portion or all of its assets in high quality
money market instruments in one or more of the following circumstances: (1)
during periods when HIMCO or Wellington Management deems it necessary for
temporary defensive purposes; or (2) to meet liquidity needs; or (3) in
anticipation of investment of its assets; or (4) with respect to the Advisers
Fund, when Wellington Management expects returns on such instruments to be
attractive relative to investments in equity and debt securities.

Money market instruments include: (1) banker's acceptances; (2) obligations
of governments (whether U.S. or non-U.S.) and their agencies and
instrumentalities; (3) short-term corporate obligations, including commercial
paper, notes, and bonds; (4) other short-term debt obligations; (5) 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; (6) asset-backed securities (Advisers Fund, Bond Fund and Money Market
Fund only); and (7) repurchase agreements.

REPURCHASE AGREEMENTS

Each Fund is permitted to enter into fully collateralized repurchase
agreements. The Company's Board of Directors has 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 HIMCO and Wellington Management's compliance with such standards.
Presently, each Fund may enter into repurchase agreements only with commercial
banks with at least $1 billion in assets or with recognized government
securities dealers with a minimum net capital of $100 million.

HIMCO or Wellington Management will monitor such transactions to ensure
that the value of underlying collateral will be at least equal at all times to
the total amount of the repurchase obligation, including the accrued interest.
If the seller defaults, the Fund could realize a loss on the sale of the
underlying security to the extent that the proceeds of sale including accrued
interest are less than the resale price provided in the agreement including
interest.

-4-

<PAGE>

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 would be in excess of the purchase price, reflecting an agreed upon market
interest rate.

REVERSE REPURCHASE AGREEMENTS

Each Fund may also enter into reverse repurchase agreements. Reverse
repurchase agreements involve sales by a Fund of portfolio assets concurrently
with an agreement by a Fund to repurchase the same assets at a later date at a
fixed price. Reverse repurchase agreements carry the risk that the market value
of the securities which a Fund is obligated to repurchase may decline below the
repurchase price. A reverse repurchase agreement may be viewed as a
collateralized borrowing by a Fund. Borrowing magnifies the potential for gain
or loss on the portfolio securities of a Fund and, therefore, increases the
possibility of fluctuation in a Fund's net asset value. A Fund will establish a
segregated account with the Company's custodian bank in which a Fund will
maintain cash, cash equivalents, U.S. government securities or other high
quality debt securities equal in value to a Fund's obligations in respect of
reverse repurchase agreements.

DEBT SECURITIES

Each Fund is permitted to invest in debt securities including: (1)
securities issued or guaranteed as to principal or interest by the U.S.
Government, its agencies or instrumentalities; (2) non-convertible debt
securities issued or guaranteed by U.S. corporations or other issuers (including
foreign governments or corporations); (3) asset-backed securities and mortgage-
related securities, including collateralized mortgage obligations ("CMO's")
Advisers Fund and Bond Fund only; and (4) 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.

INVESTMENT GRADE DEBT SECURITIES

Each Fund is permitted to invest in debt securities rated within the four
highest rating categories (i.e., Aaa, Aa, A or Baa by Moody's or AAA, AA, A or
BBB by S&P (or, if unrated, securities of comparable quality as determined by
HIMCO or Wellington Management). These securities are generally referred to as
"investment grade securities." Each rating category has within it different
gradations or sub-categories. If a Fund is authorized to invest in a certain
rating category, the Fund is also permitted to invest in any of the sub-
categories or gradations within that rating category. If a security is
downgraded to a rating category which does not qualify for investment, HIMCO or
Wellington Management will use its discretion on whether to hold or sell based
upon its opinion on the best method to maximize value for shareholders over the
long term. Debt securities carrying the fourth highest rating (i.e., "Baa" by
Moody's and "BBB" by S&P),

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<PAGE>

and unrated securities of comparable quality (as determined by HIMCO or
Wellington Management) 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 securities lack outstanding investment characteristics and do have
speculative characteristics.

HIGH YIELD-HIGH RISK SECURITIES

Each of the Capital Appreciation Fund, Dividend and Growth Fund,
International Opportunities Fund, Small Company Fund, Stock Fund, and Advisers
Fund is permitted to invest up to 5% of its assets in securities rated as low as
"C" by Moody's or "CC" by S&P or of comparable quality if not rated. Such
securities are considered high yield securities and are commonly known as "junk
bonds" The Bond Fund is permitted to invest up to 30% of its assets in
securities rated in the highest level below investment grade (i.e., "Ba" for
Moody's or "BB" by S&P), or if unrated, securities determined to be of
comparable quality by HIMCO. Each rating category has within it different
gradations or sub-categories. For instance the "Ba" rating for Moody's includes
"Ba3", "Ba2" and "Ba1". Likewise the S&P rating category of "BB" includes "BB+",
"BB" and "BB-". If a Fund is authorized to invest in a certain rating category,
the Fund is also permitted to invest in any of the sub-categories or gradations
within that rating category. Securities in the highest category below investment
grade are considered to be of poor standing and predominantly speculative.
Descriptions of the debt securities ratings system, including their speculative
characteristics attributable to each ratings category, are set forth as an
appendix to this SAI. 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 a Fund's shares. If a security
is downgraded to a rating category which does not qualify for investment, HIMCO
or Wellington Management will use its discretion on whether to hold or sell
based upon its opinion on the best method to maximize value for shareholders
over the long term.

MORTGAGE-RELATED SECURITIES

The mortgage-related securities in which the Advisers Fund and the Bond
Fund may invest include 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.

The value of these securities may be significantly affected by interest
rates, the market's perception of the issuers and the creditworthiness of the
parties involved. These securities may also be subject to prepayment risk. The
yield characteristics of the mortgage securities differ from

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<PAGE>

those of traditional debt securities. Among the major differences are that
interest and principal payments are made more frequently on mortgage securities,
usually monthly, and that principal may be prepaid at any time because the
underlying mortgage loans or other assets generally permit prepayment at any
time. Evaluating the risks associated with prepayment and determining the rate
at which prepayment is influenced by a variety of economic, geographic,
demographic, social and other factors including interest rate levels, changes in
housing needs, net equity built by mortgagors in the mortgaged properties, job
transfers, and unemployment rates. If a Fund purchases these securities at a
premium, a prepayment rate that is faster than expected will reduce yield to
maturity, while a prepayment rate that is slower than expected will have the
opposite effect of increasing yield to maturity. Conversely, if a Fund purchases
these securities at a discount, faster than expected prepayments will increase,
while slower than expected prepayments will reduce, yield to maturity. Amounts
available for reinvestment are likely to be greater during a period of declining
interest rates and, as a result, are likely to be reinvested at lower interest
rates than during a period of declining interest rates and, as a result, are
likely to be reinvested at lower interest rates than during a period of rising
interest rates. Accelerated prepayments on securities purchased by a Fund at a
premium also impose a risk of loss of principal because the premium may not have
been fully amortized at the time the principal is repaid in full.

The mortgage securities in which each Fund invests differ from conventional
bonds in that principal is paid back over the life of the mortgage securities
rather than at maturity. As a result, the holder of the mortgage securities
(i.e., a Fund) receives monthly scheduled payments of principal and interest,
and may receive unscheduled principal payments representing prepayments on the
underlying mortgages. When the holder reinvests the payments and any unscheduled
prepayments of principal it receives, it may receive a rate of interest which is
lower than the rate on the existing mortgage securities. For this reason,
mortgage securities are less effective than other types of U.S. Government
securities as a means of "locking in" long-term interest rates. See "Illiquid
Securities."

ASSET-BACKED SECURITIES

The Advisers Fund, the Bond 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 accounts receivables. These
Funds may invest in these and other types of asset-backed securities that may be
developed in the future. These securities may be subject to the risk of
prepayment or default. The ability of an issuer of asset-backed securities to
enforce its security interest in the underlying securities may be limited.

EQUITY SECURITIES

Each Fund except the Bond Fund and Money Market Fund may invest in equity
securities

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<PAGE>

which include common stocks, preferred stocks (including convertible preferred
stock) and rights to acquire such securities. In addition, these Funds may
invest in securities such as bonds, debentures and corporate notes which are
convertible into common stock at the option of the holder.

NON-U.S. SECURITIES

Each Fund is permitted to invest a portion of its assets in non-U.S.
securities, including, in the case of permitted equity investments, American
Depositary Receipts ("ADRs") and Global Depositary Receipts ("GDRs"). 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. When
selecting securities of non-U.S. issuers, HIMCO or Wellington Management will
evaluate the economic and political climate and the principal securities markets
of the country in which an issuer is located.

The Advisers Fund, International Opportunities Fund and the Bond 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 multinational institutions such as the
World Bank and the International Monetary Fund ("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-High Risk 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. securities are affected by
changes in

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<PAGE>

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 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 obligers 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.

CURRENCY TRANSACTIONS

Each Fund, except the Money Market 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, currency swaps, exchange-listed
and over-the-counter ("OTC") currency futures contracts and options thereon and
exchange listed and OTC options on currencies.

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<PAGE>

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, each Fund, except the Money Market Fund,
may employ 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.

A Fund may write covered options and purchase put and call options on
individual securities as a partial hedge against an adverse movement in the
security and in circumstances consistent with the objective and policies of the
Fund. This strategy limits potential capital appreciation in the portfolio
securities subject to the put or call option.

The 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, a Fund may purchase put and call options and write covered put
and call options on aggregates of equity and debt securities, 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.

A Fund may write covered options only. "Covered" means that, so long as a
Fund is obligated as the writer of a call option on particular securities or
currency, 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,

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<PAGE>

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 on particular securities
or currency by maintaining a segregated account with its custodian as described
above.

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

The 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. 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 consistent with a Fund's investment objectives and policies.

Options on indexes are settled in cash, not in delivery of securities. The
exercising holder of an index option receives, instead of a security, cash equal
to the difference between the closing price of the securities index and the
exercise price of the option. When a Fund writes a covered option on an index, a
Fund will be required to deposit and maintain with a custodian cash or high-
grade, liquid short-term debt securities equal in value to the aggregate
exercise price of a put or call option pursuant to the requirements and the
rules of the applicable exchange. If, at the close of business on any day, the
market value of the deposited securities falls below the contract price, the
Fund will deposit with the custodian cash or high-grade, liquid short-term debt
securities equal in value to the deficiency.

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 Commodities

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<PAGE>

Futures Trading Commission ("CFTC"), in each case that are not for "BONA FIDE
hedging" purposes (as defined by regulations of 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 a 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 the ability
of HIMCO or Wellington Management 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 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.

SWAP AGREEMENTS

Each Fund, except 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.

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<PAGE>

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.

The Funds will usually enter into interest rate swaps on a net basis, i.e.,
where the two parties make net payments with a Fund receiving or paying, as the
case may be, only the net amount of the two payments. The net amount of the
excess, if any, of a Fund's obligations over its entitlement with respect to
each interest rate swap will be U.S. Government Securities or other liquid high
grade debt obligations having an aggregate net asset value at least equal to the
accrued excess will be maintained by the Company's custodian in a segregated
account. If a Fund enters into a swap on other than a net basis, the Fund will
maintain in the segregated account the full amount of the Fund's obligations
under each such swap. The Fund may enter into swaps, caps, collars and floors
with member banks of the Federal Reserve System, members of the New York Stock
Exchange or other entities determined by HIMCO or Wellington Management,
pursuant to procedures adopted and reviewed on an ongoing basis by the Board of
Directors, to be creditworthy. If a default occurs by the other party to such
transaction, a Fund will have contractual remedies pursuant to the agreements
related to the transaction but such remedies may be subject to bankruptcy and
insolvency laws which could affect such Fund's rights as a creditor.

The swap market has grown substantially in recent years with a large number
of banks and financial services firms acting both as principals and as agents
utilizing standardized swap documentation. As a result, the swap market has
become relatively liquid. Caps, collars and floors are more recent innovations
and they are less liquid than swaps. There can be no assurance, however, that a
Fund will be able to enter into interest rate swaps or to purchase interest rate
caps, collars or floors at prices or on terms HIMCO or Wellington Management, as
appropriate, believes are advantageous to such Fund. In addition, although the
terms of interest rate swaps, caps, collars and floors may provide for
termination, there can be no assurance that a Fund will be able to terminate an
interest rate swap or to sell or offset interest rate caps, collars or floors
that it has purchased. Interest rate swaps, caps, collars and floors are
considered by the SEC to be illiquid securities.

The successful utilization of hedging and risk management transactions
requires skills different from those needed in the selection of a Fund's
portfolio securities and depends on HIMCO's or Wellington Management's ability
to predict correctly the direction and degree of movements in interest rates.
Although the Funds believe that use of the hedging and risk management
techniques described above will benefit the Funds, if HIMCO's or Wellington

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<PAGE>

Management's judgment about the direction or extent of the movement in interest
rates is incorrect, a Fund's overall performance would be worse than if it had
not entered into any such transactions. For example, if a Fund had purchased an
interest rate swap or an interest rate floor to hedge against its expectation
that interest rates would decline but instead interest rates rose, such Fund
would lose part or all of the benefit of the increased payments it would receive
as a result of the rising interest rates because it would have to pay amounts to
its counterparties under the swap agreement or would have paid the purchase
price of the interest rate floor.

ILLIQUID SECURITIES

Each Fund is permitted to invest in illiquid securities. No illiquid
securities will be acquired if upon the purchase more than 10% of Money Market
Fund's net assets or 15% of each other Fund's net assets would consist of such
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. Each Fund
may purchase certain restricted securities commonly known as Rule 144A
securities that can be resold to institutions and which may be determined to be
liquid pursuant to policies and guidelines of the Board of Directors. A Fund may
not be able to sell illiquid securities when HIMCO or Wellington Management
considers it desirable to do so or may have to sell such securities at a price
that is lower than the price that could be obtained if the securities were more
liquid. A sale of illiquid securities may require more time and may result in
higher dealer discounts and other selling expenses than does the sale of
securities that are not illiquid. Illiquid securities also may be more difficult
to value due to the unavailability of reliable market quotations for such
securities, and investment in illiquid securities may have an adverse impact on
net asset value.

Under current interpretations of the SEC Staff, the following types of
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.

WHEN-ISSUED AND DELAYED-DELIVERY SECURITIES

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<PAGE>

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. A Fund will maintain, in a segregated account, 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; likewise a Fund
will segregate securities sold on a delayed-delivery basis.

OTHER INVESTMENT COMPANIES

Each Fund is permitted to invest in other investment companies. The
investment companies in which a Fund would invest may or may not be registered
under the 1940 Act. Securities 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. Under the 1940 Act, a Fund will not purchase a security of
an investment company if, as a result, (1) more than 10% of the Fund's assets
would be invested in securities of other investment companies, (2) such purchase
would result in more than 3% of the total outstanding voting securities of any
one such investment company being held by the Fund; or (3) more than 5% of the
Fund's assets would be invested in any one such investment company.

PORTFOLIO SECURITIES LENDING

Each of the Funds may lend its portfolio securities to broker/dealers and
other institutions as a means of earning interest income. The borrower will be
required to deposit as collateral, cash, cash equivalents, U.S. government
securities or other high quality liquid debt securities that at all times will
be at least equal to 100% of the market value of the loaned securities and such
amount will be maintained in a segregated account of the respective Fund. While
the securities are on loan the borrower will pay the respective Fund any income
accruing thereon.

Delays or losses could result if a borrower of portfolio securities becomes
bankrupt or defaults on its obligation to return the loaned securities. The
Funds may lend securities only if: (1) the loan is fully secured by appropriate
collateral at all times; and (2) the value of all loaned securities of any Fund
is not more than 33 1/8% of the Fund's total assets taken at the time of the
loan.

MANAGEMENT OF THE COMPANY

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

NAME, ADDRESS, AGE AND POSITION WITH THE COMPANY

JOSEPH ANTHONY BIERNAT (age 68)

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Director
30 Hurdle Fence Drive
Avon, CT 06001

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, CT 06117

Ms. Coleman has served as President of Saint Joseph College 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
P.O. Box 2999
Hartford, CT 06104-2999

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

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<PAGE>

Director and the President of HIMCO.

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

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 PHILLIP GINNETTI (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, also a 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 Executive Vice President since 1996, as Senior Vice
President since

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1994, and as Director of the Individual Life and Annuity Division of ITT
Hartford Insurance Group-Life Companies, since 1980.

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

Mr. O'Halloran has served as a Vice President since December, 1994, and as
Senior Associate General Counsel since 1988 and Corporate Secretary since 1996
of ITT Hartford Insurance Group. Mr. O'Halloran is also a Director, Secretary
and General Counsel of HIMCO.

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

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<PAGE>

Mr. Springer has served as Chief Executive Officer of Connecticut Health System,
Inc., a hospital holding company, since 1989. Formerly, he served as the Chief
Executive Officer of Hartford Hospital, Hartford, Connecticut.

An Audit Committee and Nominating Committee have been appointed for the
Company. Each Committee is made up of those directors who are not "interested
persons" of the Company.

All Board members and officers of the Fund are also board members and
officers of the following registered investment companies: Hartford Capital
Appreciation Fund, Inc., Hartford Dividend and Growth Fund, Inc., Hartford Stock
Fund, Inc., Hartford Index Fund, Inc., Hartford Advisers Fund, Inc., Hartford
Mortgage Securities Fund, Inc., Hartford Bond Fund, Inc., Hartford International
Opportunities Fund, Inc., Hartford International Advisers Fund, Inc., Hartford
U.S. Government Money Market Fund, Inc., HVA Money Market Fund, Inc. and the
Hartford Small Company Fund, Inc. Shares of each of these investment companies
are offered to and may only be purchased by holders of variable annuity and
variable life insurance contracts issued by ITT Hartford and its affiliates. In
addition, each Board member and officer serves in a similar capacity for the
Hartford Money Market Fund, Inc. a money market fund sold directly to the public
although its shareholders are predominantly representatives of ITT Hartford (or
its affiliates) who use that Fund as a sweep account. Each of the Directors and
principal officers affiliated with the Fund who is also an affiliated person of
HIMCO or Wellington Management is named above, together with the capacity in
which such person is affiliated with the Fund, HIMCO or Wellington Management.

COMPENSATION OF OFFICERS AND DIRECTORS. The Company pays no salaries or
compensation to any of its officers or directors affiliated with ITT Hartford.
The chart below sets forth the fees paid or expected to be paid by the Company
to the non-interested Directors and certain other information:

JOSEPH A. WINIFRED E. WILLIAM A. MILLARD H. JOHN K.
BIERNAT COLEMAN O'NEILL PRYOR SPRINGER

<S> <C> <C> <C> <C> <C>
COMPENSATION
RECEIVED FROM
COMPANY* $ $ $ $ $
-------- ---------- ---------- --------- ---------

PENSION OR RETIREMENT
BENEFITS ACCRUED AS
FUND EXPENSE* $ $ $ $ $
-------- ---------- ---------- --------- ---------

TOTAL COMPENSATION
FROM COMPANY AND
COMPLEX PAID TO
</TABLE>
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<PAGE>

<S> <C> <C> <C> <C> <C>
DIRECTORS** $ $ $ $ $
-------- ---------- ---------- --------- ---------
</TABLE>

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

* Estimated for current fiscal year.
** As of ______, 1996, there were twenty-one funds in the Complex (including
the Funds).

OTHER INFORMATION ABOUT THE COMPANY. The Company was incorporated in Maryland on
March 21, 1996. The authorized capital stock of the Company consists of 3
billion shares of common stock, par value $0.001 per share (Common Stock). The
shares of Common Stock are divided into eight series: Small Company Fund
(300,000,000 shares); Capital Appreciation Fund (300,000,000 shares);
International Opportunities Fund (300,000,000 shares); Stock Fund (300,000,000
shares); Dividend and Growth Fund (300,000,000 shares); Advisers Fund
(400,000,000 shares); Bond Fund (300,000,000) and Money Market Fund (800,000,000
shares). The Board of Directors may reclassify authorized shares to increase or
decrease the allocation of shares among the series described above or to add any
new series to the Fund. The Board of Directors is also authorized, from time to
time and without further shareholder approval, to authorize additional shares
and to classify and reclassify existing and new series into one or more classes.
Accordingly, the Directors have authorized the issuance of three classes of
shares of each of the Funds, except for the Money Market Fund, designated in
each instance as Class A, Class B and Class Y shares. The Directors have
authorized only two classes of shares for the Money Market Fund - Class A and
Class Y shares.

As of ________, 1996, no person owns of record or beneficially 5% or more
of the shares outstanding of the Company or any Fund except ITT Hartford and its
affiliates which owned 100% of the Funds' outstanding shares as of the date of
this prospectus.

The shares of the Funds are entitled to vote separately to approve
investment advisory agreements or changes in investment restrictions, but
shareholders of all series vote together in the election and selection of
Directors and accountants. Shares of a Fund vote together as a class on matters
that affect the Fund in substantially the same manner. Matters pertaining only
to one or more Funds will be voted upon only by those Funds. As to matters
affecting a single class, shares of such class will vote separately. Shares of
the Funds do not have cumulative voting rights. The Company and the Funds do not
intend to hold annual meetings of shareholders unless required to do so by the
1940 Act or the Maryland statutes under which the Company is organized. Although
Directors are not elected annually by the shareholders, shareholders have under
certain circumstances the right to remove one or more Directors. If required by
applicable law, a meeting will be held to vote on the removal of a Director or
Directors of the Company if requested in writing by the holders of not less than
10% of the Company's outstanding shares. Each Fund's shares are fully paid, and
nonassessable and, when issued, have no preference, preemptive, conversion or
similar rights and are freely transferable.

The Company's Articles of Incorporation provide that the Directors,
officers and employees of the Company may be indemnified by the Company to the
fullest extent permitted by Maryland

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<PAGE>

law and the federal securities laws. The Company's Bylaws provide that the Fund
shall indemnify each of its Directors, officers and employees against
liabilities and expenses reasonably incurred by them, in connection with, or
resulting from, any claim, action, suit or proceeding, threatened against or
otherwise involving such Director, officer or employee, directly or indirectly,
by reason of being or having been a Director, officer or employee of the
Company. Neither the Articles of Incorporation nor the Bylaws authorize the
Company to indemnify any Director or officer against any liability to which he
or she would otherwise be subject by reason of or for willful misfeasance, bad
faith, gross negligence or reckless disregard of such person's duties.

INVESTMENT ADVISORY ARRANGEMENTS

The Company, on behalf of each Fund, has entered into an investment
advisory agreement with the Hartford Investment Management Company, Inc.
("HIMCO"). The investment advisory agreement provides that HIMCO, subject to the
supervision and approval of the Company's Board of Directors, is responsible for
the management of each Fund. HIMCO is responsible for the day-to-day investment
and reinvestment of the assets of the Bond Fund and Money Market Fund. In
connection with its management of the Bond Fund and Money Market Fund, HIMCO
provides investment research and supervision of the investments held by a Fund
and conducts a continuous program of investment and reinvestment of the Funds'
assets, in accordance with the investment objectives and policies of a Fund.
HIMCO also furnishes the Funds such statistical information, with respect to the
investments which the Funds may hold or contemplate purchasing, as the Fund may
reasonably request. HIMCO will apprise the Fund of important developments
materially affecting any of the Funds and furnish the Funds from time to time
with such information as HIMCO may believe appropriate for this purpose. In
addition, HIMCO will provide administrative personnel, services, equipment and
facilities and office space for proper operation of the Company. Although HIMCO
has agreed to arrange for the provision of additional services necessary for the
proper operation of the Company, each Fund pays for these services directly.

With respect to the Small Company Fund, Capital Appreciation Fund,
International Opportunities Fund, Stock Fund, Dividend and Growth Fund and
Advisers Fund, HIMCO has entered into a subadvisory investment management
agreement with Wellington Management Company ("Wellington Management"). Under
the sub-advisory agreement, Wellington Management, subject to the general
supervision of the Board of Directors and HIMCO, is responsible for (among other
things) the day-to-day investment and reinvestment of the assets of such Funds
and furnishing each such Fund with advice and recommendations with respect to
investments and the purchase and sale of appropriate securities for each Fund.

As provided by the investment advisory agreement, each Fund pays HIMCO an
investment management fee, which is accrued daily and paid monthly, equal on an
annual basis to a stated percentage of the respective Fund's average daily net
asset value. HIMCO, not any Fund, pays the subadvisory fees of WMC as set forth
in the Prospectus. Wellington Management will waive

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100% of its fees until the assets of each Fund reach $100 million, and,
thereafter, 50% of its fees until the assets of each Fund reach $500 million,
and, thereafter, 25% of its fees until the assets of each Fund reach to $1
billion.

No person other than HIMCO or Wellington Management and their directors and
employees regularly furnishes advice to the Funds with respect to the
desirability of the Funds investing in, purchasing or selling securities. HIMCO
and Wellington Management may from time to time receive statistical or other
information regarding general economic factors and trends, from ITT Hartford and
its affiliates.

Securities held by any Fund may also be held by other funds and other
clients for which HIMCO, Wellington Management or their respective affiliates
provide investment advice. Because of different investment objectives or other
factors, a particular security may be bought by HIMCO or Wellington Management
for one or more clients when one or more clients are selling the same security.
If purchases or sales of securities arise for consideration at or about the same
time for any Fund or client accounts (including other funds) for which HIMCO or
Wellington Management act as an investment adviser, (including the Funds
described herein) transactions in such securities will be made, insofar as
feasible, for the respective funds and other client accounts in a manner deemed
equitable to all. To the extent that transactions on behalf of more than one
client of HIMCO, Wellington Management or their respective affiliates during the
same period may increase the demand for securities being purchased or the supply
of securities being sold, there may be an adverse effect on price.

Because the Company commenced operations in June, 1996, no Fund has paid
any advisory fees to date.

Until at least July 1, 1997 HIMCO or an affiliate of ITT Hartford has
voluntarily and temporarily agreed to limit the expenses of each of the Funds by
reimbursing each Fund after a certain level of total expenses has been incurred.
The reimbursement details are disclosed in the fee table under Investor Expenses
in the Prospectuses.

Pursuant to the investment advisory agreement and the subadvisory
investment agreement neither HIMCO nor Wellington Management is liable to the
Funds or their shareholders for any error of judgment or mistake of law or for
any loss suffered by the Funds in connection with the matters to which their
respective agreements relate, except a loss resulting from willful misfeasance,
bad faith or gross negligence on the part of HIMCO or Wellington Management in
the performance of their duties or from their reckless disregard of the
obligations and duties under the applicable agreement. Wellington Management has
agreed to indemnify HIMCO to the fullest extent permitted by law against any and
all loss, damage, judgment, fines, amounts paid in settlement and attorneys'
fees incurred by HIMCO to the extent resulting in whole or in part from any of
Wellington Management's acts or omissions related to the performance of its
duties as set forth specifically in the respective subadvisory investment
agreement or otherwise from Wellington Management's willful misfeasance, bad
faith or gross negligence.

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<PAGE>

HIMCO, whose principal business address is at 690 Asylum Avenue, Hartford,
Connecticut and whose mailing address is P.O. Box 2999, Hartford, Connecticut
06104, was organized in 1981. HIMCO and its affiliates have over $49.6 billion
in assets under management. HIMCO is a wholly owned indirect subsidiary of ITT
Hartford Group, Inc.

Wellington Management Company, 75 State Street, Boston, MA 02109, is a
professional investment counseling firm that provides services to investment
companies, employee benefit plans, endowments, foundations and other
institutions and individuals. Wellington Management and its predecessor
organizations have provided investment advisory services since 1933. As of
December 31, 1995, Wellington Management had investment management authority
with respect to approximately 109.2 billion in assets. Wellington Management is
a Massachusetts General Partnership. The three managing general partners of
Wellington are Robert W. Doran, Duncan M. McFarland and John R. Ryan.

The investment management agreement and subadvisory investment agreement
continue in effect for two years from initial approval and from year to year
thereafter if approved annually by a vote of a majority of the Directors of the
Company including a majority of the Directors who are not parties to an
agreement or interested persons of any party to the contract, cast in person at
a meeting called for the purpose of voting on such approval, or by holders of a
majority of the applicable Fund's outstanding voting securities. The contract
automatically terminates upon assignment. The investment advisory agreement may
be terminated without penalty on 60 days' notice at the option of either party
to the respective contract or by vote of the holders of a majority of the
outstanding voting securities of the applicable Fund. The subadvisory investment
agreement may be terminated at any time without the payment of any penalty by
the Board of Directors or by vote of a majority of the outstanding voting
securities of the respective Fund upon 60 days' notice to HIMCO and Wellington
Management, by HIMCO upon 60 days' written notice to the Fund and Wellington
Management and by Wellington Management upon 90 days' written notice to the Fund
and HIMCO (with respect to that Fund only). The subadvisory investment agreement
terminates automatically upon the termination of the corresponding investment
advisory agreement.

FUND EXPENSES

EXPENSES OF THE FUNDS. Each Fund pays its own expenses including, without
limitation: (i) expenses of maintaining the Fund and continuing its existence,
(ii) registration of the Fund under the Investment Company Act, (iii) auditing,
accounting and legal expenses, (iv) taxes and interest, (v) governmental fees,
(vi) expenses of issue, sale, repurchase and redemption of Fund shares, (vii)
expenses of registering and qualifying the Fund and its shares under federal and
state securities laws and of preparing and printing prospectuses for such
purposes and for distributing the same to shareholders and investors, and fees
and expenses of registering and maintaining registrations of the Fund and of the
Fund's principal underwriter, if any, as broker-dealer or agent

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<PAGE>

under state securities laws, (viii) expenses of reports and notices to
shareholders and of meetings of shareholders and proxy solicitations therefor,
(ix) expenses of reports to governmental officers and commissions, (x) insurance
expenses, (xi) association membership dues, (xii) fees, expenses and
disbursements of custodians for all services to the Fund, (xiii) fees, expenses
and disbursements of transfer agents, dividend disbursing agents, shareholder
servicing agents and registrars for all services to the Fund, (xiv) expenses for
servicing shareholder accounts, (xv) any direct charges to shareholders approved
by the Directors of the Fund, (xvi) compensation and expenses of Directors of
the Fund who are not "interested persons" of the Fund, and (xvii) such
nonrecurring items as may arise, including expenses incurred in connection with
litigation, proceedings and claims and the obligation of the Fund to indemnify
its Directors and officers with respect thereto.

DISTRIBUTION ARRANGEMENTS

Hartford Securities Distribution Company, Inc. ("HSD") serves as the
principal underwriter for each Fund pursuant to an Underwriting Agreement
initially approved by the Board of Directors of the Company. HSD is a registered
broker-dealer and member of the National Association of Securities Dealers, Inc.
(NASD). Shares of each Fund will be continuously offered and will be sold by
selected broker-dealers who have executed selling agreements with HSD. HSD bears
all the expenses of providing services pursuant to the Underwriting Agreement
including the payment of the expenses relating to the distribution of
Prospectuses for sales purposes as well as any advertising or sales literature.
The Fund bears the expenses of registering its shares with the SEC and
qualifying them with state regulatory authorities. The Underwriting Agreement
continues in effect for two years from initial approval and for successive
one-year periods thereafter, provided that each such continuance is specifically
approved (i) by the vote of a majority of the Directors of the Company,
including a majority of the Directors who are not parties to the Underwriting
Agreement or interested persons of any such party, (as the term interested
person is defined in the 1940 Act); or (ii) by the vote of a majority of the
outstanding voting securities of a Fund. HSD is not obligated to sell any
specific amount of shares of any Fund.

Because the Company commenced operations in June, 1996, no compensation has
been paid to HSD to date in connection with the Funds.

HSD's principal business address is at Hartford Plaza, Hartford, Connecticut
06104 and its mailing address is at P.O. Box 2999, Hartford, Connecticut 06104.
HSD was organized as a Connecticut Corporation on August 24, 1994, and is an
indirect wholly-owned subsidiary of ITT Hartford.

DISTRIBUTION FINANCING PLANS

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<PAGE>

The Company has adopted separate distribution plans (the "Plans") for Class
A and Class B shares of each Fund pursuant to appropriate resolutions of the
Company's Board of Directors in accordance with the requirements of Rule 12b-1
under the 1940 Act and the requirements of the applicable rule of the NASD
regarding asset based sales charges.

CLASS A PLAN

Pursuant to the Class A Plan, a Fund may compensate HSD for its
expenditures in financing any activity primarily intended to result in the sale
of Fund shares and for maintenance and personal service provided to existing
Class A shareholders. The expenses of a Fund pursuant to the Class A Plan are
accrued on a fiscal year basis and may not exceed, with respect to the Class A
shares of each Fund, the annual rate of 0.35% of the Fund's average daily net
assets attributable to Class A shares. All or any portion of this fee may be
remitted to brokers whom provide distribution or shareholder account services.

CLASS B PLAN

Pursuant to the Class B Plan, a Fund may pay HSD a fee of up to 1.00% of
the average daily net assets attributable to Class B shares, .75% of which is a
fee for distribution financing activities and .25% of which is for shareholder
account services. All or any portion of such fees may be remitted to brokers who
assist in the distribution of Class B shares or provide maintenance and personal
services to existing Class B shareholders. HSD will advance to dealers the
first-year service fee at a rate equal to 0.25% of the amount invested. As
compensation for such advance, HSD may retain the service fee paid by a Fund
with respect to such shares for the first year after purchase. Dealers will
become eligible for additional service fees with respect to such shares
commencing in the thirteenth month following purchase. Brokers may from time to
time be required to meet certain other criteria in order to receive service
fees. HSD or its affiliates are entitled to retain all service fees payable
under the Class B Plan for which there is no dealer of record or for which
qualification standards have not been met as partial consideration for personal
services and/or account maintenance services performed by HSD or its affiliates
for shareholder accounts.

The purpose of the 0.75% fee representing distribution payments to HSD
under the Class B Plan is to compensate HSD for its distribution services to the
Fund. HSD pays commissions to brokers as well as expenses of printing
prospectuses and reports used for sales purposes, expenses with respect to the
preparation and printing of sales literature and other distribution related
expenses, including without limitation, the cost necessary to provide
distribution-related services, or personnel, travel office expenses and
equipment. The Class B Plan also provides that HSD will receive all contingent
deferred sales charges attributable to Class B shares.

GENERAL

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<PAGE>

In accordance with the terms of the Plans, HSD provides to each Fund, for
review by the Company's Board of Directors, a quarterly written report of the
amounts expended under the respective Plans and the purpose for which such
expenditures were made. In the Board of Directors' quarterly review of the
Plans, they will review the level of compensation the Plans provide in
considering the continued appropriateness of the Plans.

The Plans were adopted by a majority vote of the Board of Directors,
including at least a majority of Directors who are not, and were not at the time
they voted, interested persons of the Fund as defined in the 1940 Act and do not
and did not have any direct or indirect financial interest in the operation of
the Plans, cast in person at a meeting called for the purpose of voting on the
Plans. In approving the Plans, the Directors identified and considered a number
of potential benefits which the Plans may provide. The Board of Directors
believes that there is a reasonable likelihood that the Plans will benefit each
Fund and its current and future shareholders. Under their terms, the Plans
remain in effect from year to year provided such continuance is approved
annually by vote of the Directors in the manner described above. The Plans may
not be amended to increase materially the amount to be spent for distribution
without approval of the shareholders of the Fund affected thereby, and material
amendments to the Plans must also be approved by the Board of Directors in the
manner described above. A Plan may be terminated at any time, without payment of
any penalty, by vote of the majority of the Directors who are not interested
persons of the Fund and have no direct or indirect financial interest in the
operations of the Plan, or by a vote of a "majority of the outstanding voting
securities" (as defined in the 1940 Act) of the Fund affected thereby. A Plan
will automatically terminate in the event of its assignment (as defined in the
1940 Act).

During the fiscal year ended December 31, 1995, neither the Class A Plan
nor the Class B Plans were in effect as neither Class had shares outstanding.

PORTFOLIO TRANSACTIONS AND BROKERAGE

The Company has no obligation to deal with any dealer or group of dealers
in the execution of transactions in portfolio securities. Subject to any policy
established by the Board of Directors, HIMCO and Wellington Management are
primarily responsible for the investment decisions of each Fund and the placing
of its portfolio transactions. In placing orders, it is the policy of each Fund
to obtain the most favorable net results, taking into account various factors,
including price, dealer spread or commission, if any, size of the transaction
and difficulty of execution. While HIMCO and Wellington Management generally
seek reasonably competitive spreads or commissions, the Funds will not
necessarily be paying the lowest possible spread or commission. HIMCO and
Wellington Management may direct brokerage transactions to broker/dealers who
also sell shares of the Funds and the sale of shares of a Fund may be taken into
account by HIMCO and Wellington Management when allocating brokerage
transactions.

HIMCO and Wellington Management will generally deal directly with the
dealers who make a

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<PAGE>

market in the securities involved (unless better prices and execution are
available elsewhere) if the securities are traded primarily in the
over-the-counter market. Such dealers usually act as principals for their own
account. On occasion, securities may be purchased directly from the issuer.
Bonds and money market securities are generally traded on a net basis and do not
normally involve either brokerage commissions or transfer taxes. Portfolio
securities in the Money Market Fund normally are purchased directly from, or
sold directly to, the issuer, an underwriter or market maker for the securities.
There usually will be no brokerage commissions paid by the Money Market Fund for
such purchases or sales

Because the Funds commenced operations in 1996 no brokerage commissions
were paid over the last three fiscal years.

While HIMCO and Wellington Management (as applicable) seek to obtain the
most favorable net results in effecting transactions in a Fund's portfolio
securities, dealers who provide supplemental investment research to HIMCO or
Wellington Management may receive orders for transactions from HIMCO or
Wellington Management. Such supplemental research services ordinarily consist of
assessments and analyses of the business or prospects of a company, industry, or
economic sector. If, in the judgment of HIMCO or Wellington Management, a Fund
will be benefited by such supplemental research services, HIMCO and Wellington
Management are authorized to pay spreads or commissions to brokers or dealers
furnishing such services which are in excess of spreads or commissions which
another broker or dealer may charge for the same transaction. Information so
received will be in addition to and not in lieu of the services required to be
performed by HIMCO and Wellington Management under the investment advisory
agreement or the sub-investment advisory agreement. The expenses of HIMCO and
Wellington Management will not necessarily be reduced as a result of the receipt
of such supplemental information. HIMCO and Wellington Management may use such
supplemental research in providing investment advice to portfolios other than
those for which the transactions are made. Similarly, the Funds may benefit from
such research obtained by HIMCO and Wellington Management for portfolio
transactions for other clients.

Investment decisions for the Funds will be made independently from those of
any other clients that may be (or in the future may be) managed by HIMCO,
Wellington Management or their affiliates. If, however, accounts managed by
HIMCO or Wellington Management are simultaneously engaged in the purchase of the
same security, then, pursuant to general authorization of the Company's Board of
Directors, available securities may be allocated to each Fund or other client
account and may be averaged as to price in whatever manner HIMCO or Wellington
Management deems to be fair. Such allocation and pricing may affect the amount
of brokerage commissions paid by each Fund. In some cases, this system might
adversely affect the price paid by a Fund (for example, during periods of
rapidly rising or falling interest rates) or limit the size of the position
obtainable for a Fund (for example, in the case of a small issue).

DETERMINATION OF NET ASSET VALUE

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The net asset value of the shares of each Fund is determined by Hartford
Life Insurance Company, ("Hartford Life") an affiliate of ITT Hartford, in the
manner described in the Funds' Prospectus. The Funds will be closed for business
and will not price their shares on the following business holidays: New Year's
Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day and Christmas Day. Securities held by each Fund other than the
Money Market Fund will be valued as follows: portfolio securities which are
traded on stock exchanges are valued at the last sale price on the principal
exchange as of the close of business on the day the securities are being valued,
or, lacking any sales, at the mean between the bid and asked prices. Securities
traded in the over-the-counter market and included in the National Market System
are valued at the mean between the bid and asked prices which may be based on
valuations furnished by a pricing service or from independent securities
dealers. Otherwise, over-the-counter securities are valued at the mean between
the bid and asked prices or yield equivalent as obtained from one or more
dealers that make markets in the securities. Portfolio securities which are
traded both in the over-the-counter market and on an exchange are valued
according to the broadest and most representative market, and it is expected
that for debt securities this ordinarily will be the over-the-counter market.
Securities and assets for which market quotations are not readily available are
valued at fair value as determined in good faith by or under procedures or
guidelines established by of the Board of Directors, including valuations
furnished by pricing services retained by Hartford Life.

The net asset value per share of the Money Market Fund is determined by
using the amortized cost method of valuing its portfolio instruments. Under the
amortized cost method of valuation, an instrument is valued at cost and the
interest payable at maturity upon the instrument is accrued as income, on a
daily basis, over the remaining life of the instrument. Neither the amount of
daily income nor the net asset value is affected by unrealized appreciation or
depreciation of the portfolio's investments assuming the instrument's obligation
is paid in full on maturity. In periods of declining interest rates, the
indicated daily yield on shares of the portfolio computed using amortized cost
may tend to be higher than a similar computation made using a method of
valuation based upon market prices and estimates. In periods of rising interest
rates, the indicated daily yield on shares of the portfolio computed using
amortized cost may tend to be lower than a similar computation made using a
method of valuation based upon market prices and estimates. For all Funds,
securities with remaining maturities of less than 60 days are valued at
amortized cost, which approximates market value.

The amortized cost method of valuation permits the Money Market Fund to
maintain a stable $1.00 net asset value per share. The Company's Board of
Directors periodically reviews the extent of any deviation from the $1.00 per
share value that would occur if a method of valuation based on market prices and
estimates were used. In the event such a deviation would exceed one-half of one
percent, the Board of Directors will promptly consider any action that
reasonably should be initiated to eliminate or reduce material dilution or other
unfair results to shareholders. Such action may include selling portfolio
securities prior to maturity, not declaring earned income dividends, valuing
portfolio securities on the basis of current market prices, if available, or, if
not available, at fair market value as determined in good faith by the Board of
Directors, and

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(considered highly unlikely by management of the Company) redemption of shares
in kind (i.e., portfolio securities).

A Fund's maximum offering price per Class A share is determined by adding
the maximum sales charge to the net asset value per share. Class B, Class Y
shares and Money Market Fund shares are offered at net asset value without the
imposition of an initial sales charge.

PURCHASE AND REDEMPTION OF SHARES

For information regarding the purchase of Fund shares, see "About Your
Account--How to Buy Shares" in the Funds' Prospectus.

For a description of how a shareholder may have a Fund redeem his/her
shares, or how he/she may sell shares, see "About Your Account--How to Redeem
Shares" in the Funds' Prospectus.

RIGHTS OF ACCUMULATION. Each Fund offers to all qualifying investors Rights
of Accumulation under which investors are permitted to purchase Class A shares
of any Funds of the Company at the price applicable to the total of (a) the
dollar amount then being purchased plus (b) an amount equal to the then current
net asset value of the purchaser's holdings of Class A shares of any Funds of
the Company. Acceptance of the purchase order is subject to confirmation of
qualification. The rights of accumulation may be amended or terminated at any
time as to subsequent purchases.

LETTER OF INTENT. Any person may qualify for a reduced sales charge on
purchases of Class A shares made within a thirteen-month period pursuant to a
Letter of Intent (LOI). Class A shares acquired through the reinvestment of
distributions do not constitute purchases for purposes of the LOI. A Class A
shareholder may include, as an accumulation credit towards the completion of
such LOI, the value of all Class A shares of all Funds of the Company owned by
the shareholder. Such value is determined based on the public offering price on
the date of the LOI. During the term of an LOI, Boston Financial Data Services,
Inc. ("BFDS"), the Company's transfer agent will hold shares in escrow to secure
payment of the higher sales charge applicable for shares actually purchased if
the indicated amount on the LOI is not purchased. Dividends and capital gains
will be paid on all escrowed shares and these shares will be released when the
amount indicated on the LOI has been purchased. An LOI does not obligate the
investor to buy or the Fund to sell the indicated amount of the LOI. If a Class
A shareholder exceeds the specified amount of the LOI and reaches an amount
which would qualify for a further quantity discount, a retroactive price
adjustment will be made at the time of the expiration of the LOI. The resulting
difference in offering price will purchase additional Class A shares for the
shareholder's account at the applicable offering price. If the specified amount
of the LOI is not purchased, the shareholder shall remit to BFDS an amount equal
to the difference between the sales charge paid and the sales charge that would
have been paid had the aggregate purchases been made at a single time. If the
Class A shareholder does not within twenty days after a written request by BFDS
pay

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such difference in sales charge, BFDS will redeem an appropriate number of
escrowed shares in order to realize such difference. Additional information
about the terms of the Statement of Intention are available from your registered
representative or from BFDS at 1-800- ___ ___ .

SYSTEMATIC WITHDRAWAL PLAN. The Systematic Withdrawal Plan ("SWP") is
designed to provide a convenient method of receiving fixed payments at regular
intervals only from Class A shares and Money Market Fund shares not subject to a
CDSC only (except as noted below) of a Fund deposited by the applicant under
this SWP. The applicant must deposit or purchase for deposit shares of the Fund
having a total value of not less than $5,000. Periodic checks of $50 or more
will be sent to the applicant, or any person designated by him, monthly or
quarterly. SWP's for Class B shares of a Fund and Money Market Fund shares
subject to a CDSC are permitted only for redemptions limited to no more than 10%
of the original value of the account per year.

Any income dividends or capital gains distributions on shares under the SWP
will be credited to the SWP account on the payment date in full and fractional
shares at the net asset value per share in effect on the record date.

SWP payments are made from the proceeds of the redemption of shares
deposited in a SWP account. Redemptions are potentially taxable transactions to
shareholders. To the extent that such redemptions for periodic withdrawals
exceed dividend income reinvested in the SWP account, such redemptions will
reduce and may ultimately exhaust the number of shares deposited in the SWP
account. In addition, the amounts received by a shareholder cannot be considered
as an actual yield or income on his or her investment because part of such
payments may be a return of his or her capital.

The SWP may be terminated at any time (1) by written notice to the Fund or
from the Fund to the shareholder; (2) upon receipt by the Fund of appropriate
evidence of the shareholder's death; or (3) when all shares under the SWP have
been redeemed. The fees of the Fund for maintaining SWPs are paid by the Fund.

Special Redemptions. Although it would not normally do so, each Fund has
the right to pay the redemption price of shares of the Fund in whole or in part
in portfolio securities as prescribed by the Directors. When the shareholder
sells portfolio securities received in this fashion, he would incur a brokerage
charge. Any such securities would be valued for the purposes of making such
payment at the same value as used in determining net asset value. The Funds have
elected to be governed by Rule 18f-1 under the 1940 Act, pursuant to which each
Fund is obligated to redeem shares solely in cash up to the lesser of $250,000
of 1% of the net asset value of the applicable Fund during any 90 day period for
any one account.

SUSPENSION OF REDEMPTIONS

A Fund may not suspend a shareholder's right of redemption, or postpone
payment for a

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redemption for more than seven days, unless the New York Stock Exchange (NYSE)
is closed for other than customary weekends or holidays, or trading on the NYSE
is restricted, or for any period during which an emergency exists as a result of
which (1) disposal by a Fund of securities owned by it is not reasonably
practicable, or (2) it is not reasonably practicable for a Fund to fairly
determine the value of its assets, or for such other periods as the Securities
and Exchange Commission may permit for the protection of investors.

INVESTMENT PERFORMANCE

MONEY MARKET FUND

In accordance with regulations prescribed by the SEC, the Company is
required to compute the Money Market Fund's current annualized yield for a
seven-day period in a manner which does not take into consideration any realized
or unrealized gains or losses on its portfolio securities. This current
annualized yield is computed by determining the net change (exclusive of
realized gains and losses on the sale of securities and unrealized appreciation
and depreciation) in the value of a hypothetical account having a balance of one
share of the Money Market Fund at the beginning of such seven-day period,
dividing such net change in account value by the value of the account at the
beginning of the period to determine the base period return and annualizing this
quotient on a 365-day basis.

The SEC also permits the Company to disclose the effective yield of the
Money Market Fund for the same seven-day period, determined on a compounded
basis. The effective yield is calculated by compounding the unannualized base
period return by adding one to the base period return, raising the sum to a
power equal to 365 divided by 7, and subtracting one from the result.

The yield on amounts held in the Money Market Fund normally will fluctuate
on a daily basis. Therefore, the disclosed yield for any given past period is
not an indication or representation of future yields or rates of return. The
Money Market Fund's actual yield is affected by changes in interest rates on
money market securities, average portfolio maturity of the Money Market Fund,
the types and quality of portfolio securities held by the Money Market Fund, and
its operating expenses.

OTHER FUNDS

STANDARDIZED AVERAGE ANNUAL TOTAL RETURN QUOTATIONS. Average annual total
return quotations for Class A, Class B and Class Y shares are computed by
finding the average annual compounded rates of return that would cause a
hypothetical investment made on the first day of a designated period to equal
the ending redeemable value of such hypothetical investment on the last day of
the designated period in accordance with the following formula:

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P(1+T) n = ERV

Where: P = a hypothetical initial payment of $1,000, less the
maximum sales load applicable to a Fund

T = average annual total return

n = number of years

ERV = ending redeemable value of the hypothetical $1,000
initial payment made at the beginning of the
designated period (or fractional portion thereof)

The computation above assumes that all dividends and distributions made by a
Fund are reinvested at net asset value during the designated period. The average
annual total return quotation is determined to the nearest 1/100 of 1%.

One of the primary methods used to measure performance is "total return."
"Total return" will normally represent the percentage change in value of a class
of a Fund, or of a hypothetical investment in a class of a Fund, over any period
up to the lifetime of the class. Unless otherwise indicated, total return
calculations will assume the deduction of the maximum sales charge and usually
assume the reinvestment of all dividends and capital gains distributions and
will be expressed as a percentage increase or decrease from an initial value,
for the entire period or for one or more specified periods within the entire
period. Total return calculations that do not reflect the reduction of sales
charges will be higher than those that do reflect such charges.

Total return percentages for periods longer than one year will usually be
accompanied by total return percentages for each year within the period and/or
by the average annual compounded total return for the period. The income and
capital components of a given return may be separated and portrayed in a variety
of ways in order to illustrate their relative significance. Performance may also
be portrayed in terms of cash or investment values, without percentages. Past
performance cannot guarantee any particular future result. In determining the
average annual total return (calculated as provided above), recurring fees, if
any, that are charged to all shareholder accounts are taken into consideration.
For any account fees that vary with the size of the account, the account fee
used for purposes of the above computation is assumed to be the fee that would
be charged to the mean account size of a class of the Fund.

Each Fund's average annual total return quotations and yield quotations as
they may appear in the Prospectus, this SAI or in advertising are calculated by
standard methods prescribed by the SEC.

Each Fund may also publish its distribution rate and/or its effective
distribution rate. A Fund's distribution rate is computed by dividing the most
recent monthly distribution per share

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<PAGE>

annualized, by the current net asset value per share. A Fund's effective
distribution rate is computed by dividing the distribution rate by the ratio
used to annualize the most recent monthly distribution and reinvesting the
resulting amount for a full year on the basis of such ratio. The effective
distribution rate will be higher than the distribution rate because of the
compounding effect of the assumed reinvestment. A Fund's yield is calculated
using a standardized formula, the income component of which is computed from the
yields to maturity of all debt obligations held by the Fund based on prescribed
methods (with all purchases and sales of securities during such period included
in the income calculation on a settlement date basis), whereas the distribution
rate is based on a Fund's last monthly distribution. A Fund's monthly
distribution tends to be relatively stable and may be more or less than the
amount of net investment income and short- term capital gain actually earned by
the Fund during the month (see "Dividends, Capital Gains and Taxes" in the
Funds' Prospectus).

Other data that may be advertised or published about each Fund include the
average portfolio quality, the average portfolio maturity and the average
portfolio duration.

STANDARDIZED YIELD QUOTATIONS. The yield of a class is computed by dividing
the class's net investment income per share during a base period of 30 days, or
one month, by the maximum offering price per share of the class on the last day
of such base period in accordance with the following formula:

6
2[ (a-b +1) -1]
---
(cd)

Where: a = net investment income earned during the period
attributable to the subject class

b = net expenses accrued for the period attributable to the
subject class

c = the average daily number of shares of the subject class
outstanding during the period that were entitled to
receive dividends

d = the maximum offering price per share of the subject

Net investment income will be determined in accordance with rules established by
the SEC. The price per share of Class A shares will include the maximum sales
charge imposed on purchases of

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<PAGE>

Class A shares which decreases with the amount of shares purchased.

NON-STANDARDIZED PERFORMANCE. In addition, in order to more completely
represent a Fund's performance or more accurately compare such performance to
other measures of investment return, a Fund also may include in advertisements,
sales literature and shareholder reports other total return performance data
("Non-Standardized Return"). Non-Standardized Return may be quoted for the same
or different periods as those for which Standardized Return is quoted; it may
consist of an aggregate or average annual percentage rate of return, actual
year-by-year rates or any combination thereof. Non-Standardized Return may or
may not take sales charges into account; performance data calculated without
taking the effect of sales charges into account will be higher than data
including the effect of such charges. All non-standardized performance will be
advertised only if the standard performance data for the same period, as well as
for the required periods, is also presented.

GENERAL INFORMATION. From time to time, the Funds may advertise their
performance compared to similar funds using certain unmanaged indices, reporting
services and publications. Descriptions of some of the indices which may be used
are listed below.

The Standard & Poor's 500 Composite Stock Price Index is a well diversified list
of 500 companies representing the U.S. Stock Market.

The Standard and Poor's Small Cap 600 index is designed to represent price
movements in the small cap U.S. equity market. It contains companies chosen by
the Standard & Poors Index Committee for their size, industry characteristics,
and liquidity. None of the companies in the S&P 600 overlap with the S&P 500 or
the S&P 400 (MidCap Index). The S&P 600 is weighted by market capitalization.
REITs are not eligible for inclusion.

The NASDAQ Composite OTC Price Index is a market value-weighted and unmanaged
index showing the changes in the aggregate market value of approximately 3,500
stocks.

The Lehman Government Bond 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, bonds and foreign
targeted issues are not included in the Lehman Government Index.

The Lehman Government/Corporate Bond 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.

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<PAGE>

The Russell 2000 Index represents the bottom two thirds of the largest 3000
publicly traded companies domiciled in the U.S. Russell uses total market
capitalization to sort its universe to determine the companies that are included
in the Index. Only common stocks are included in the Index. REITs are eligible
for inclusion.

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 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
typically shown weighted by the market capitalization. However, EAFE is also
available weighted by Gross Domestic Product (GDP). These weights are modified
on July 1st of each year to reflect the prior year's GDP. Indices with dividends
reinvested constitute an estimate of total return arrived at by reinvesting one
twelfth of the month end yield at every month end. The series with net dividends
reinvested take into account those dividends net of withholding taxes retained
at the source of payment.

The Lehman Brothers High Yield BB Index is a measure of the market value of
public debt issues with a minimum par value of $100 million and rated Ba1-Ba3 by
Moody's. All bonds within the index are U.S. dollar denominated, non-convertible
and have at least one year remaining to maturity.

Each Fund's investment performance may be advertised in various financial
publications, newspapers, magazines including the following:

Across the Board Business Month
Advertising Age Business Marketing
Adviser's Magazine Business Daily
Adweek Business Insurance
Agent California Broker
American Banker Changing Times
American Agent and Broker Consumer Reports
Associated Press Consumer Digest
Barron's Crain's
Best's Review Dow Jones News Service
Bloomberg Economist
Broker World Entrepreneur
Business Week Entrepreneurial Woman
Business Wire Financial Services Week
Business News Features Financial World

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<PAGE>

Financial Planning Rough Notes
Financial Times Round the Table
Forbes Service
Fortune Success
Hartford Courant The Standard
Inc The Boston Globe
Independent Business The Washington Post
Institutional Investor Tillinghast
Insurance Forum Time
Insurance Advocate Independent U.S. News & World Report
Insurance Review Investor's U.S. Banker
Insurance Times United Press International
Insurance Week USA Today
Insurance Product News Value Line
Insurance Sales Wall Street Journal
Investment Dealers Digest Wiesenberger Investment
Investment Advisor Working Woman
Journal of Commerce
Journal of Accountancy
Journal of the American Society
of CLU & ChFC
Kiplinger's Personal Finance
Knight-Ridder
Life Association News
Life Insurance Selling
Life Times
LIMRA's MarketFacts
Lipper Analytical Services, Inc.
MarketFacts
Medical Economics
Money
Morningstar, Inc.
Nation's Business
National Underwriter
New Choices (formerly 50 Plus
New England Business
New York Times
Pension World
Pensions & Investments
Professional Insurance Agents
Professional Agent
Registered Representative
Reuter's

-36-

<PAGE>

From time to time the Company may publish the sales of shares of one or
more of the Funds on a gross or net basis and for various periods of time, and
compare such sales with sales similarly reported by other investment companies.

TAXES

Each Fund is treated as a separate entity for accounting and tax purposes.
Each Fund has qualified and elected or intends to qualify and elect to be
treated as a "regulated investment company" under Subchapter M of the Internal
Revenue Code of 1986, as amended (the "Code"), and intends to continue to so
qualify in the future. As such and by complying with the applicable provisions
of the Code regarding the sources of its income, the timing of its
distributions, and the diversification of its assets, each Fund will not be
subject to federal income tax on taxable income (including net short-term and
long-term capital gains) which is distributed to shareholders at least annually
in accordance with the timing requirements of the Code.

Each Fund will be subject to a 4% non-deductible federal excise tax on
certain amounts not distributed (and not treated as having been distributed) on
a timely basis in accordance with annual minimum distribution requirements. Each
Fund intends under normal circumstances to avoid liability for such tax by
satisfying such distribution requirements.

If a Fund acquires stock in certain non-U.S. corporations that receive at
least 75% of their annual gross income from passive sources (such as interest,
dividends, rents, royalties or capital gain) or hold at least 50% of their
assets in investments producing such passive income ("passive foreign investment
companies"), that Fund could be subject to federal income tax and additional
interest charges on "excess distributions" received from such companies or gain
from the sale of stock in such companies, even if all income or gain actually
received by the Fund is timely distributed to its shareholders. The Fund would
not be able to pass through to its shareholders any credit or deduction for such
a tax. Certain elections may, if available, ameliorate these adverse tax
consequences, but any such election would require the applicable Fund to
recognize taxable income or gain without the concurrent receipt of cash. Any
Fund that is permitted to acquire stock in foreign corporations may limit and/or
manage its holdings in passive foreign investment companies to minimize its tax
liability or maximize its return from these investments.

Foreign exchange gains and losses realized by a Fund in connection with
certain transactions involving foreign currency-denominated debt securities,
certain foreign currency futures and options, foreign currency forward
contracts, foreign currencies, or payables or receivables denominated in a
foreign currency are subject to Section 988 of the Code, which generally causes
such gains and losses to be treated as ordinary income and losses and may affect
the amount, timing and character of distributions to shareholders. Any such
transactions that are not directly related to a Fund's investment in stock or
securities, possibly including speculative currency positions or currency
derivatives not used for hedging purposes, may increase the amount of gain it is
deemed to recognize from the sale of certain investments held for less than
three months,

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<PAGE>

which gain is limited under the Code to less than 30% of its annual gross
income, and could under future Treasury regulations produce income not among the
types of "qualifying income" from which the Fund must derive at least 90% of its
annual gross income.

Some Funds may be subject to withholding and other taxes imposed by foreign
countries with respect to their investments in foreign securities. Tax
conventions between certain countries and the U.S. may reduce or eliminate such
taxes. The Funds anticipate that they generally will not qualify to pass such
foreign taxes and any associated tax deductions or credits through to their
shareholders, who therefore generally will not report such amounts on their own
tax returns.

For Federal income tax purposes, each Fund is permitted to carry forward a
net capital loss in any year to offset its own capital gains, if any, during the
eight years following the year of the loss. To the extent subsequent capital
gains are offset by such losses, they would not result in federal income tax
liability to the applicable Fund and would not be distributed as such to
shareholders.

Each Fund that invests in certain PIKs, zero coupon securities or certain
deferred interest securities (and, in general, any other securities with
original issue discount or with market discount if the Fund elects to include
market discount in income currently) must accrue income on such investments
prior to the receipt of the corresponding cash payments. However, each Fund must
distribute, at least annually, all or substantially all of its net income,
including such accrued income, to shareholders to qualify as a regulated
investment company under the Code and avoid federal income and excise taxes.
Therefore, a Fund may have to dispose of its portfolio securities under
disadvantageous circumstances to generate cash, or may have to leverage itself
by borrowing the cash, to satisfy distribution requirements.

Investment in debt obligations that are at risk of or in default presents
special tax issues for any Fund that may hold such obligations. Tax rules are
not entirely clear about issues such as when the Fund may cease to accrue
interest, original issue discount, or market discount, when and to what extent
deductions may be taken for bad debts or worthless securities, how payments
received on obligations in default should be allocated between principal and
income, and whether exchanges of debt obligations in a workout context are
taxable. These and other issues will be addressed by any Fund that may hold such
obligations in order to reduce the risk of distributing insufficient income to
preserve its status as a regulated investment company and seek to avoid becoming
subject to federal income or excise tax.

Limitations imposed by the Code on regulated investment companies like the
Funds may restrict a Fund's ability to enter into futures, options, and forward
transactions.

Certain options, futures and forward foreign currency transactions
undertaken by a Fund may cause the Fund to recognize gains or losses from
marking to market even though its positions have not been sold or terminated and
affect the character as long-term or short-term (or, in the case of certain
currency forwards, options and futures, as ordinary income or loss) and timing
of

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<PAGE>

some capital gains and losses realized by the Fund. Also, certain of a Fund's
losses on its transactions involving options, futures or forward contracts
and/or offsetting portfolio positions may be deferred rather than being taken
into account currently in calculating the Fund's taxable income. Certain of the
applicable tax rules may be modified if a Fund is eligible and chooses to make
one or more of certain tax elections that may be available. These transactions
may therefore affect the amount, timing and character of a Fund's distributions
to shareholders. The Funds will take into account the special tax rules
(including consideration of available elections) applicable to options, futures
or forward contracts in order to minimize any potential adverse tax
consequences.

The federal income tax rules applicable to interest rate swaps, caps and
floors are unclear in certain respects, and a Fund may be required to account
for these transactions in a manner that, in certain circumstances, may limit the
degree to which it may utilize these transactions.

Distributions from a Fund's current or accumulated earnings and profits
("E&P"), as computed for federal income tax purposes, will be taxable as
described in the Funds' prospectus whether taken in shares or in cash.
Distributions, if any, in excess of E&P will constitute a return of capital,
which will first reduce an investor's tax basis in a Fund's shares and
thereafter (after such basis is reduced to zero) will generally give rise to
capital gains. Shareholders electing to receive distributions in the form of
additional shares will have a cost basis for federal income tax purposes in each
share so received equal to the amount of cash they would have received had they
elected to receive the distributions in cash, divided by the number of shares
received.

At the time of an investor's purchase of shares of a Fund (other than Money
Market Fund), a portion of the purchase price is often attributable to realized
or unrealized appreciation in the Fund's portfolio or undistributed taxable
income of the Fund. Consequently, subsequent distributions from such
appreciation or income may be taxable to such investor even if the net asset
value of the investor's shares is, as a result of the distributions, reduced
below the investor's cost for such shares, and the distributions in reality
represent a return of a portion of the purchase price.

Upon a redemption of shares of a Fund, other than Money Market Fund,
(including by exercise of the exchange privilege) a shareholder may realize a
taxable gain or loss depending upon his basis in his shares. Such gain or loss
will be treated as capital gain or loss if the shares are capital assets in the
shareholder's hands and will be long-term or short-term, depending upon the
shareholder's tax holding period for the shares. A sales charge paid in
purchasing shares of a Fund cannot be taken into account for purposes of
determining gain or loss on the redemption or exchange of such shares within 90
days after their purchase to the extent shares of the Fund are subsequently
acquired without payment of a sales charge pursuant to the reinvestment or
exchange privilege. Such disregarded load will result in an increase in the
shareholder's tax basis in the shares subsequently acquired. Also, any loss
realized on a redemption or exchange will be disallowed to the extent the shares
disposed of are replaced with shares of the same Fund within a period of 61 days
beginning 30 days before and ending 30 days after the shares are disposed of,

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<PAGE>

such as pursuant to an election to reinvest dividends or capital gain
distributions automatically. In such a case, the basis of the shares acquired
will be adjusted to reflect the disallowed loss. Any loss realized upon the
redemption of shares with a tax holding period of six months or less will be
treated as a long-term capital loss to the extent of any amounts treated as
distributions of long-term capital gain with respect to such shares.

For purposes of the dividends received deduction available to corporations,
dividends received by a Fund, if any, from U.S. domestic corporations in respect
of the stock of such corporations held by the Fund, for federal income tax
purposes, for at least 46 days (91 days in the case of certain preferred stock)
and distributed and designated by the Fund may be treated as qualifying
dividends. Corporate shareholders must meet the minimum holding period
requirement stated above (46 or 91 days) with respect to their shares of the
applicable Fund in order to qualify for the deduction and, if they borrow to
acquire such shares, may be denied a portion of the dividends received
deduction. The entire qualifying dividend, including the otherwise deductible
amount, will be included in determining the excess (if any) of a corporate
shareholder's adjusted current earnings over its alternative minimum taxable
income, which may increase its alternative minimum tax liability. Additionally,
any corporate shareholder should consult its tax adviser regarding the
possibility that its basis in its shares may be reduced, for federal income tax
purposes, by reason of "extraordinary dividends" received with respect to the
shares, for the purpose of computing its gain or loss on redemption or other
disposition of the shares.

Different tax treatment, including penalties on certain excess
contributions and deferrals, certain pre-retirement and post-retirement
distributions and certain prohibited transactions, is accorded to shareholder
accounts maintained as qualified retirement plans. Shareholders should consult
their tax advisers for more information.

The foregoing discussion relates solely to U.S. Federal income tax law as
applicable to U.S. persons (i.e., U.S. citizens or residents and U.S. domestic
corporations, partnerships, trusts or estates) subject to tax under such law.
The discussion does not address special tax rules applicable to certain classes
of investors, such as tax-exempt entities, insurance companies, and financial
institutions. Dividends, capital gain distributions, and ownership of or gains
realized on the redemption (including an exchange) of the shares of a Fund may
also be subject to state and local taxes. Shareholders should consult their own
tax advisers as to the federal, state or local tax consequences of ownership of
shares of, and receipt of distributions from, the Funds in their particular
circumstances.

Non-U.S. investors not engaged in a U.S. trade or business with which their
investment in a Fund is effectively connected will be subject to U.S. Federal
income tax treatment that is different from that described above. These
investors may be subject to non-resident alien withholding tax at the rate of
30% (or a lower rate under an applicable tax treaty) on amounts treated as
ordinary dividends from a Fund and, unless an effective IRS Form W-8 or
authorized substitute is on file, to 31% backup withholding on certain other
payments from the Fund. Non-U.S. investors should consult their tax advisers
regarding such treatment and the application of foreign taxes to an

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<PAGE>

investment in any Fund.

STATE AND LOCAL. Each Fund may be subject to state or local taxes in
jurisdictions in which such Fund may be deemed to be doing business. In
addition, in those states or localities which have income tax laws, the
treatment of such Fund and its shareholders under such laws may differ from
their treatment under federal income tax laws, and investment in such Fund may
have different tax consequences for shareholders than would direct investment in
such Fund's portfolio securities. Shareholders should consult their own tax
advisers concerning these matters.

CUSTODIAN

Portfolio securities of each Fund are held pursuant to a Custodian
Agreement between the Company and State Street Bank and Trust Company.

TRANSFER AGENT SERVICES

Boston Financial Data Services, Two Heritage Drive, Quincy, MA 0217, is the
transfer agent for each Fund.

INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Arthur Andersen LLP, has been selected as the independent certified public
accountants of the Fund to provide audit services and assistance and
consultation with respect to the preparation of filings with the SEC.

OTHER INFORMATION

ITT Hartford has granted the Company the right to use the name, "ITT
Hartford" or "Hartford", and has reserved the right to withdraw its consent to
the use of such name by the Company and the Funds at any time, or to grant the
use of such name to any other company.

FINANCIAL STATEMENTS

The Company and each Fund's audited financial statements as of _________,
1996, together with the notes thereto and the report of Arthur Andersen LLP, are
attached to this SAI.

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<PAGE>

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

MOODY'S INVESTORS SERVICE, INC. (" 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.

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.

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<PAGE>

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 AND POOR'S CORPORATION ("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

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.

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<PAGE>

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.

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,

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<PAGE>

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.

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<PAGE>

ITT HARTFORD MUTUAL FUNDS, INC.

PART C - OTHER INFORMATION

Item 24. Financial Statements and Exhibits.

(a) Financial Statements.

To be filed by amendment pursuant to Registrant's undertaking provided
under Item 32(b) of this Registration Statement.

(b) Exhibits

1. Articles of Incorporation

2. By-Laws

3. Not Applicable

5. Form of Investment Advisory Agreement

5.1 Form of Subadvisory Agreement

6. Form of Principal Underwriting Agreement

6.1 Form of Dealer Agreement with the Distributor*

7. Not Applicable

8. Form of Custodian Agreement*

9. Form of Transfer Agency and Service Agreement*

10. Opinion and Consent of Counsel

11. Consent of Independent Public Accountants*

12. Not Applicable

13. Not Applicable

14. Not Applicable

<PAGE>

15. Form of Rule 12b-1 Distribution Plan for Class A Shares.

15.1 Form of Rule 12b-1 Distribution Plan for Class B Shares.

16. Not Applicable

17. Not Applicable

18. Form of Rule 18f-3 Plan.

19. Powers of Attorney*

* To be filed by amendment

Item 25. Persons Controlled by or Under Common Control with Registrant.

Inapplicable

Item 26. Number of Holders of Securities

Number of Record Holders
Title Of Class as of March 31, 1996
-------------- ------------------------
ITT Hartford Capital Appreciation Fund 0
ITT Hartford Dividend and Growth Fund 0
ITT Hartford International Opportunity Fund 0
ITT Hartford Small Company Fund 0
ITT Hartford Stock Fund 0
ITT Hartford Advisers Fund 0
ITT Hartford Bond Income Strategy Fund 0
ITT Hartford Money Market Fund 0

Total Holders of Securities 0
---
---

Item 27. Indemnification.

Reference is made to Article V of the Articles of Incorporation filed
herewith.

Item 28. Business and Other Connections of Investment Adviser

All of the information required by this item is set forth in
Schedule D of Form ADV, as

<PAGE>

amended, of the Registrant's investment adviser, HIMCO (File No. 801-16814).

Item 29. Principal Underwriters

Hartford Securities Distribution Company, Inc. ("HSD") is an indirect
wholly owned subsidiary of ITT Hartford Group, Inc. HSD is the principal
underwriter for the following registered investment companies: Hartford Life
Insurance Company - DC Variable Account I; Hartford Life Insurance Company -
Separate Account Two (DC Variable Account II); Hartford Life Insurance Company -
Separate Account Two (Variable Account "A"); Hartford Life Insurance Company -
Separate Account Two (QP Variable Account); Hartford Life Insurance Company -
Separate Account Two (NQ Variable Account); Hartford Life Insurance Company -
Putnam Capital Manager Trust Separate Account; Hartford Life Insurance Company -
Separate Account Two; Hartford Money Market Fund, Inc.; Hartford Life Insurance
Company - Separate Account Three; ITT Hartford Life and Annuity Insurance
Company - Separate Account Three; Hartford Life Insurance Company - Separate
Account Five; ITT Hartford Life and Annuity Insurance Company - Separate Account
One; ITT Hartford Life and Annuity Insurance Company - Putnam Capital Manager
Trust Separate Account Two.

The Directors and principal officers of HSD and their position with the
Registrant are as follows:

Position or Office
With
Name* HSD Registrant
----- --- ------------------
Peter Cummins Vice-President Vice President
Bruce D. Gardner Secretary None
John P. Ginneti Executive Vice Vice President
President
George Jay Comptroller& Controller
Fin. Principal
Stephen T. Joyce Asst. Secretary None
Glen J. Kvadus Asst. Secretary None
Thomas M. Marra Senior Vice-Pres. Vice President
Paul Eugene Olson Supv. Registered None
Principal
Edward M. Ryan, (Jr.) Asst. Secretary None
Lownes A. Smith President President
Donald W. Waggaman, Jr. Treasurer None

* Principal business address is P.O. Box 2999, Hartford, CT 01604-2999

<PAGE>

Item 30. Location of Accounts and Records.

Books or other documents required to be maintained by the Registrant by
Section 31(a) of the Investment Company Act of 1940 and the Rules promulgated
thereunder are maintained by the Registrant's custodian, State Street Bank and
Trust Company, 224 Franklin Street, Boston, MA 02110 and the Registrant's
transfer agent, Boston Financial Data Services, Inc., Two Heritage Drive,
Quincy, MA 02171. Registrant's financial ledgers and other corporate records
are maintained at its offices at The Hartford Life Insurance Company, 690 Asylum
Ave., Hartford Plaza, Hartford, CT 06115.

Item 31. Management Services

Not Applicable

Item 32. Undertakings.

(a) Not applicable

(b) The Registrant undertakes to file a post-effective amendment to the
Registration Statement within four to six months from the effective
date of this Registration Statement.

(c) The Company will furnish each person to whom a prospectus is delivered
with a copy of the Company's latest annual report to shareholders,
upon request and without charge.

(d) The Registrant undertakes to comply with Section 16(c) of the
Investment Company Act of 1940, as amended, as it relates to the
assistance to be rendered to shareholders with respect to the call of
a meeting to replace a director.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 the Registrant
certifies that it has caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Hartford,
State of Connecticut, on the 3rd day of April, 1996.

ITT HARTFORD MUTUAL FUNDS, INC.

By: /s/ Michael O'Halloran
----------------------
Michael O'Halloran
Sole Director and Incorporator

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/ Michael O'Halloran Sole Director and Incorporator April 3, 1996
- -----------------------
Michael O'Halloran

/s/ J. Richard Garrett Treasurer (Chief Financial Officer) April 3, 1996
- -----------------------
J. Richard Garrett

/s/ George R. Jay Controller (Chief Accounting April 3, 1996
- ----------------------- Officer)
George R. Jay

<PAGE>

EXHIBIT INDEX

Exhibit No. PAGE NO.
- ----------- --------
1. Articles of Incorporation

2. By-Laws

5. Form of Investment Advisory Agreement

5.1 Form of Subadvisory Agreement

6. Form of Principal Underwriting Agreement

10. Opinion and Consent of Counsel

15. Form of Rule 12b-1 Distribution Plan for Class A Shares.

15.1 Form of Rule 12b-1 Distribution Plan for Class B Shares.

18. Form of Rule 18f-3 Plan.

<PAGE>

EXHIBIT 1

ARTICLES OF INCORPORATION
OF
ITT HARTFORD MUTUAL FUNDS, 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 sole
incorporator forming a corporation under the General Laws of the State of
Maryland.
ARTICLE I
NAME

The name of the corporation (which is hereinafter called the "Corporation")
is:

ITT Hartford Mutual Funds, Inc.

ARTICLE II
PURPOSES AND POWERS

(a) The purposes for which the Corporation is formed and the business
and objects to be carried on and promoted by it are:

(1) To engage generally in the business of investing,
reinvesting, owning, holding or trading in securities, as defined in the
Investment Company Act of 1940, as from time to time amended (hereinafter
referred to as the "Investment Company Act"), as an investment company
classified under the Investment Company Act as an open-end management company.

(2) To engage in any one or more businesses or transactions, or
to acquire all or any portion of any entity engaged in any one or more
businesses or transactions, which the Board of Directors may from time to time
authorize or approve, whether or not related to the business described elsewhere
in this Article or to any other business at the time or theretofore engaged in
by the Corporation.

(3) To hold, invest and reinvest its assets in securities,
including securities of other investment companies and other instruments and
obligations, and in connection therewith, to hold part or all of its assets in
cash.

(4) To subscribe for, invest in, purchase or otherwise acquire,
own, hold, sell, exchange, pledge or otherwise dispose of, securities of every
nature and kind, including, without limitation, all types of stocks, bonds,
debentures, notes, other securities or obligations or evidences or indebtedness
or ownership issued or created by any and all persons, associations, agencies,
trusts or corporations, public or private, whether created, established or
organized

<PAGE>

under the laws of the United States, any of the States, or any territory or
district or colony or possession thereof, or under the laws of any foreign
country, and also foreign and domestic government and municipal obligations,
bank acceptances and commercial paper, to pay for the same in cash or by the
issue of stock, bonds, or notes of this Corporation or otherwise; and while
owning and holding any such securities, to exercise all the rights, powers and
privileges of a stockholder or owner, including, and without limitation, the
right to delete and assign to one or more persons, firms, associations, or
corporations the power to exercise any of said rights, powers and privileges in
respect of any such securities; to borrow money or otherwise obtain credit and,
if required, to secure the same by mortgaging, pledging or otherwise encumbering
as security the assets of this Corporation.

(5) To issue and sell shares of its own capital stock in such
amounts and on such terms and conditions, for such purposes and for such amount
or kind of consideration now or hereafter permitted by the Maryland General
Corporation Law and by this charter, as its Board of Directors may determine,
provided, however, that the value of the consideration per share to be received
by the Corporation upon the sale or other disposition of any shares of its
capital stock shall be not less than the par value per share of such capital
stock outstanding at the time of such event.

(6) To redeem, purchase or otherwise acquire, hold, dispose of,
resell, transfer, reissue or cancel (all without the vote or consent of the
stockholders of the Corporation) shares of its capital stock, in any manner and
to the extent now or hereafter permitted by the General Corporation Law of the
State of Maryland and by the Corporation's charter.

(7) To do any and all such further acts or things and to
exercise any and all such further powers or rights as may be necessary,
incidental, relative, conducive, appropriate or desirable for the
accomplishment, carrying out or attainment of any of the foregoing purposes or
objects.

(b) The foregoing enumerated purposes and objects shall be in no way
limited or restricted by reference to, or inference from, the terms of any other
clause of this or any other Article of the charter of the Corporation, and each
shall be regarded as independent; and they are intended to be and shall be
construed as powers as well as purposes and objects of the Corporation and shall
be in addition to and not in limitation of the general powers of corporations
under the General Laws of the State of Maryland.

ARTICLE III
PRINCIPAL OFFICE AND RESIDENT AGENT

The address of the principal office of the Corporation in this State shall
be c/o The Corporation Trust Incorporated, 32 South Street, Baltimore, Maryland
21202. The name and address of the resident agent of the Corporation in this
State are The Corporation Trust Incorporated, 32 South Street, Baltimore,
Maryland 21202. Said resident agent is a Maryland corporation.

<PAGE>

ARTICLE IV
CAPITAL STOCK

(a) The total number of shares of stock of all classes and series
which the Corporation initially has authority to issue is Three Billion
(3,000,000,000) shares of capital stock (par value $0.001 per share), amounting
in aggregate par value to $3,000,000. All of such shares are initially
classified as "Common Stock". The Board of Directors may classify or reclassify
any unissued shares of capital stock (whether or not such shares have been
previously classified or reclassified) from time to time by setting or changing
in any one or more respects the preferences, conversion or other rights, voting
powers, restrictions, limitations as to dividends, qualifications, or terms or
conditions of redemption of such shares of stock.

(b) Unless otherwise prohibited by law, so long as the Corporation is
registered as an open-end company under the Investment Company Act, the Board of
Directors shall have the power and authority, without the approval of the
holders of any outstanding shares, to increase or decrease the number of shares
of capital stock or the number of shares of capital stock of any class or series
that the Corporation has authority to issue.

(c) The authorized shares of Common Stock shall be classified into
the following eight series of Common Stock, each series comprising the number of
shares indicated, subject to the authority of the Board of Directors to classify
or reclassify any unissued shares of capital stock and to the authority of the
Board of Directors to increase or decrease the number of shares of capital stock
or the number of shares of capital stock of any class or series that the
Corporation has the authority to issue:

SERIES NUMBER OF SHARES IN SERIES
------ --------------------------
ITT Hartford Capital Appreciation Fund 300,000,000

ITT Hartford Dividend and Growth Fund 300,000,000

ITT Hartford Stock Fund 300,000,000

ITT Hartford Small Company Fund 300,000,000

ITT Hartford Advisers Fund 400,000,000

ITT Hartford International Opportunities Fund 300,000,000

ITT Hartford Bond Income Strategy Fund 300,000,000

ITT Hartford Money Market Fund 800,000,000

3
<PAGE>

Any series of Common Stock shall be referred to herein individually as a
"Series" and collectively, together with any further series from time to time
established, as the "Series".

(d) The following is a description of the preferences, conversion and
other rights, voting powers, restrictions, limitations as to dividends,
qualifications, and terms and conditions of redemption of the shares of Common
Stock classified into the Series listed above and any additional Series of
Common Stock of the Corporation (unless provided otherwise by the Board of
Directors with respect to any such additional Series at the time it is
established and designated):

(1) ASSETS BELONGING TO SERIES. All consideration received by
the Corporation from the issue or sale of shares of a particular Series,
together with all assets in which such consideration is invested or reinvested,
all income, earnings, profits and proceeds thereof, including any proceeds
derived from the sale, exchange or liquidation of such assets, and any funds or
payments derived from any investment or reinvestment of such proceeds in
whatever form the same may be, shall irrevocably belong to that Series for all
purposes, subject only to the rights of creditors, and shall be so recorded upon
the books of account of the Corporation. Such consideration, assets, income,
earnings, profits and proceeds, together with any General Items (as defined
below) allocated to that Series as provided in the following sentence, are
herein referred to collectively as "assets belonging to" that Series. In the
event that there are any assets, income, earnings, profits or proceeds which are
not readily identifiable as belonging to any particular Series (collectively,
"General Items"), such General Items shall be allocated by or under the
supervision of the Board of Directors to and among any one or more of the Series
established and designated from time to time in such manner and on such basis as
the Board of Directors, in its sole discretion, deems fair and equitable; and
any General Items so allocated to a particular Series shall belong to that
Series. Each such allocation by the Board of Directors shall be conclusive and
binding for all purposes.

(2) LIABILITIES OF SERIES. The assets belonging to each
particular Series shall be charged with the liabilities of the Corporation in
respect of that Series and all expenses, costs, charges and reserves
attributable to that Series, and any general liabilities, expenses, costs,
charges or reserves of the Corporation which are not readily identifiable as
pertaining to any particular Series, shall be allocated and charged by or under
the supervision of the Board of Directors to and among any one or more of the
Series established and designated from time to time in such manner and on such
basis as the Board of Directors, in its sole discretion, deems fair and
equitable. The liabilities, expenses, costs, charges and reserves allocated and
so charged to a Series are herein referred to collectively as "liabilities of"
that Series. Each allocation of liabilities, expenses, costs, charges and
reserves by or under the supervision of the Board of Directors shall be
conclusive and binding for all purposes.

(3) DIVIDENDS AND DISTRIBUTIONS. Dividends and capital gains
distributions on shares of a particular Series may be paid with such frequency,
in such form and in such amount as the Board of Directors may determine by
resolution adopted from time to time, or

<PAGE>

pursuant to a standing resolution or resolutions adopted only once or with such
frequency as the Board of Directors may determine, after providing for actual
and accrued liabilities of that Series. All dividends on shares of a particular
Series shall be paid only out of the income belonging to that Series and all
capital gains distributions on shares of a particular Series shall be paid only
out of the capital gains belonging to that Series. All dividends and
distributions on shares of a particular Series shall be distributed pro rata to
the holders of that Series in proportion to the number of shares of that Series
held by such holders at the date and time of record established for the payment
of such dividends or distributions, except that in connection with any dividend
or distribution program or procedure, the Board of Directors may determine that
no dividend or distribution shall be payable on shares as to which the
stockholder's purchase order and/or payment have not been received by the time
or times established by the Board of Directors under such program or procedure.

Dividends and distributions may be paid in cash, property or
additional shares of the same or another Series, or a combination thereof, as
determined by the Board of Directors or pursuant to any program that the Board
of Directors may have in effect at the time for the election by stockholders of
the form in which dividends or distributions are to be paid. Any such dividend
or distribution paid in shares shall be paid at the current net asset value
thereof.

(4) VOTING. On each matter submitted to a vote of the
stockholders, each holder of shares shall be entitled to one vote for each share
outstanding in his name on the books of the Corporation, irrespective of the
Series thereof, and all shares of all Series shall vote as a single class
("Single Class Voting"); provided, however, that (i) as to any matter with
respect to which a separate vote of any Series is required by the Investment
Company Act or by the Maryland General Corporation Law, such requirement as to a
separate vote by that Series shall apply in lieu of Single Class Voting, (ii) in
the event that the separate vote requirement referred to in clause (i) above
applies with respect to one or more Series, then, subject to clause (iii) below,
the shares of all other Series shall vote as a single class; and (iii) as to any
matter which does not affect the interest of a particular Series, including
liquidation of another Series as described in subsection (7) below, only the
holders of shares of the one or more affected Series will be entitled to vote.

(5) REDEMPTION BY STOCKHOLDERS. Each holder of shares of a
particular Series shall have the right at such times as may be permitted by the
Corporation to require the Corporation to redeem all or any part of his shares
of that Series, at a redemption price per share equal to the net asset value per
share of that Series next determined after the shares are properly tendered for
redemption, less such redemption fee or sales charges, if any, as may be
established by the Board of Directors in its sole discretion in accordance with
any applicable provisions of the Investment Company Act. Payment of the
redemption price shall be in cash; provided, however, that if the Board of
Directors determines, which determination shall be conclusive, that conditions
exist which make payment wholly in cash unwise or undesirable, the Corporation
may, to the

<PAGE>

extent and in the manner permitted by the Investment Company Act, make payment
wholly or partly in securities or other assets belonging to the Series of which
the shares being redeemed are a part, at the value of such securities or assets
used in such determination of net asset value.

Notwithstanding the foregoing, the Corporation may postpone
payment of the redemption price and may suspend the right of the holders of
shares of any Series to require the Corporation to redeem shares of that Series
during any period or at any time when and to the extent permissible under the
Investment Company Act.

(6) REDEMPTION BY CORPORATION. The Board of Directors may cause
the Corporation to redeem at their net asset value the shares of any Series held
in an account (i) if the redemption is, in the opinion of the Board of Directors
of the Corporation, desirable in order to prevent the Corporation from being
deemed a "personal holding company" within the meaning of the Internal Revenue
Code of 1986, as from time to time amended, (ii) if the value of an account
maintained by the Corporation or its transfer agent for any stockholder is less
than a specified amount determined by the Board of Directors of the Corporation,
from time to time, and the stockholder has been given at least thirty (30) days'
written notice of the redemption and has failed to make additional purchases of
shares in an amount sufficient to bring the value of the account up to the
specified account value before the redemption is effected by the Corporation or
(iii) if the stockholder has failed to furnish a correct certified social
security or tax identification number required by the Corporation to be
obtained.

(7) LIQUIDATION. In the event of the liquidation of a
particular Series, the stockholders of the Series that is being liquidated shall
be entitled to receive, as a class, when and as declared by the Board of
Directors, the excess of the assets belonging to that Series over the
liabilities of that Series. The holders of shares of any particular Series
shall not be entitled thereby to any distribution upon liquidation of any other
Series. The assets so distributable to the stockholders of any particular
Series shall be distributed among such stockholders in proportion to the number
of shares of that Series held by them and recorded on the books of the
Corporation. The liquidation of any particular Series in which there are shares
then outstanding may be authorized by vote of a majority of the Board of
Directors then in office, and, if required under Maryland or other applicable
law, subject to the approval of a majority of the outstanding voting securities
of that Series, as defined in the Investment Company Act, and without the vote
of the holders of shares of any other Series. The liquidation of a particular
Series may be accomplished, in whole or in part, by the transfer of assets of
such Series to another Series or by the exchange of shares of such Series for
the shares of another Series.

(8) NET ASSET VALUE PER SHARE. The net asset value per share of
any Series shall be the quotient obtained by dividing the value of the net
assets of that Series (being the value of the assets belonging to that Series
less the liabilities of that Series) by the total number of shares of that
Series outstanding, all as determined by or under the direction of the Board of
Directors in accordance with generally accepted accounting principles and the
Investment Company Act. Subject to the applicable provisions of the Investment
Company Act, the Board of

<PAGE>

Directors, in its sole discretion, may prescribe and shall set forth in the
Bylaws of the Corporation or in a duly adopted resolution of the Board of
Directors such bases and times for determining the value of the assets belonging
to, and the net asset value per share of outstanding shares of, each Series, or
the net income attributable to such shares, as the Board of Directors deems
necessary or desirable. The Board of Directors shall have full discretion, to
the extent not inconsistent with the Maryland General Corporation Law and the
Investment Company Act, to determine which items shall be treated as income and
which items as capital and whether any item of expense shall be charged to
income or capital. Each such determination and allocation shall be conclusive
and binding for all purposes.

The Board of Directors may determine to maintain the net asset
value per share of any Series at a designated constant dollar amount and in
connection therewith may adopt procedures not inconsistent with the Investment
Company Act for the continuing declaration of income attributable to that Series
as dividends and for the handling of any losses attributable to that Series.
Such procedures may provide that in the event of any loss, each stockholder
shall be deemed to have contributed to the capital of the Corporation
attributable to that Series his pro rata portion of the total number of shares
required to be canceled in order to permit the net asset value per share of that
Series to be maintained, after reflecting such loss, at the designated constant
dollar amount. Each stockholder of the Corporation shall be deemed to have
agreed, by his investment in any Series with respect to which the Board of
Directors shall have adopted any such procedure, to make the contribution
referred to in the preceding sentence in the event of any such loss.

(9) CONVERSION OF EXCHANGE RIGHTS. Subject to compliance with
the requirements of the Investment Company Act, the Board of Directors shall
have the authority to provide that holders of shares of any Series shall have
the right to convert or exchange said shares into shares of one or more other
Series of shares in accordance with such requirements and procedures as may be
established by the Board of Directors.

(e) The Series identified in paragraph (c) of this Article IV and any
additional Series of Common Stock (unless otherwise specified in the articles
supplementary designating such Series) shall each initially have three classes
of shares, which shall be designated Class A, Class B and Class Y (except the
ITT Hartford Money Market Fund which initially will have two classes of Shares,
designated as Class A and Class Y), each consisting, until further changed, of
the lesser of (x) the total number of shares of each such Series designated and
specified in Paragraph (c) above or (y) the number of shares that could be
issued by issuing all of the shares of that Series currently or hereafter
classified less the total number of shares of all other classes of such Series
then issued and outstanding. Any class of a Series of Common Stock shall be
referred to herein individually as a "Class" and collectively, together with any
further class or classes of such Series from time to time established, as the
"Classes". For each of the Series listed above, all of the shares of such
Series that are not classified otherwise shall be referred to as Class A shares.

(f) All Classes of a particular Series of Common Stock of the
Corporation shall

<PAGE>

represent the same interest in the Corporation and have identical voting,
dividend, liquidation, and other rights with any other shares of Common Stock of
that Series; provided, however, that notwithstanding anything in the charter of
the Corporation to the contrary:

(1) The Class A shares are subject to such front-end sales loads
and fees and expenses under a Rule 12b-1 plan, established by the
Board of Directors in accordance with the Investment Company Act and
applicable rules and regulations of the National Association of
Securities Dealers, Inc., as may be approved by the stockholders of
such Class from time to time to the extent required by applicable
Maryland law and the Investment Company Act. The Class A shares are
also subject to such contingent deferred sales charges as may be
established by the Board of Directors in accordance with the
Investment Company Act and applicable rules and regulations of the
National Association of Securities Dealers, Inc., as may be approved
by the stockholders of such Class from time to time to the extent
required by applicable Maryland law and the Investment Company Act.

(2) The Class B and Class Y shares, respectively, shall be
subject to such fees and expenses under a Rule 12b-1 plan as may be
established for the Class B or Class Y Shares from time to time by the
Board of Directors and such contingent deferred sales charges as may
be established from time to time by the Board of Directors in
accordance with the Investment Company Act and applicable rules and
regulations of the National Association of Securities Dealers, Inc.

(3) Class A Shares may be exchanged only for Class A Shares of
another Series, Class B Shares may be exchanged only for Class B Shares
of another Series and Class Y Shares may be exchanged only for Class Y
Shares of another Series, except that Class B Shares of a non-money
market Series may be exchanged for Class A Shares of the Money Market
Fund and Class A Shares of the Money Market Fund may be exchanged for
Class B Shares of a non-money market series, subject to the terms and
conditions set by the Board of Directors.

(4) Expenses related solely to a particular Class of a Series
(including, without limitation, distribution expenses under a Rule
12b-1 plan and administrative expenses (including transfer agent fees)
under an administration or service agreement, plan or other
arrangement, however designated) shall be borne by that Class and
shall be appropriately reflected (in the manner determined by the
Board of Directors) in the net asset value, dividends, distribution
and liquidation rights of the shares of that Class.

(5) At such time as may be determined by the Board of Directors
in accordance with the Investment Company Act and applicable rules and
regulations of the National Association of Securities Dealers, Inc.
and reflected in the current

<PAGE>

registration statement relating to a Series, shares of a particular
Class of a Series may be automatically converted into shares of
another Class; provided, however, that such conversion shall be
subject, at the election of the Board of Directors, to the continuing
availability of a private letter ruling of the Internal Revenue
Service, an opinion of counsel or such other evidence as deemed
appropriate by the Board of Directors to the effect that such
conversion does not constitute a taxable event under federal income
tax law and shall otherwise be in accordance with the Investment
Company Act. The Board of Directors, in its sole discretion, may
suspend any conversion rights if such opinion is no longer available.

(6) As to any matter with respect to which a separate vote of
any Class of a Series is required by the Investment Company Act or by
the Maryland General Corporation Law (including, without limitation,
approval of any plan, agreement or other arrangement referred to in
subsection (3) above), such requirement as to a separate vote by that
Class shall apply in lieu of Single Class Voting, and if permitted by
the Investment Company Act or the Maryland General Corporation Law,
the Classes of more than one Series shall vote together as a single
class on any such matter which shall have the same effect on each such
Class. As to any matter which does not affect the interest of a
particular Class of a Series, only the holders of shares of the
affected Classes of that Series shall be entitled to vote.

(g) The Corporation may issue and sell fractions of shares of capital
stock having pro rata all the rights of full shares, including, without
limitation, the right to vote and to receive dividends, and wherever the words
"share" or "shares" are used in the charter or Bylaws of the Corporation, they
shall be deemed to include fractions of shares where the context does not
clearly indicate that only full shares are intended.

(h) The Corporation shall not be obligated to issue certificates
representing shares of any Class or Series of capital stock. At the time of
issue or transfer of shares without certificates, the Corporation shall provide
the stockholder with such information as may be required under the Maryland
General Corporation Law.

ARTICLE V
PROVISIONS FOR DEFINING, LIMITING AND REGULATING
CERTAIN POWERS OF THE CORPORATION AND OF
THE DIRECTORS AND STOCKHOLDERS

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

<PAGE>

Michael O'Halloran

(b) The Board of Directors is hereby empowered to authorize the
issuance from time to time of shares of its stock of any class or series,
whether now or hereafter authorized, or securities convertible into shares of
its stock of any class or series, whether now or hereafter authorized, for such
consideration as may be deemed advisable by the Board of Directors and without
any action by the stockholders.

(c) No holder of any stock or any other securities of the
Corporation, whether now or hereafter authorized, shall have any preemptive
right to subscribe for or purchase any stock or any other securities of the
Corporation other than such, if any, as the Board of Directors, in its sole
discretion, may determine and at such price or prices and upon such other terms
as the Board of Directors, in its sole discretion, may fix; and any stock or
other securities which the Board of Directors may determine to offer for
subscription may, as the Board of Directors in its sole discretion shall
determine, be offered to the holders of any class, series or type of stock or
other securities at the time outstanding to the exclusion of the holders of any
or all other classes, series or types of stock or other securities at the time
outstanding.

(d) The Board of Directors of the Corporation shall, consistent with
applicable law, have power in its sole discretion to determine from time to time
in accordance with sound accounting practice or other reasonable valuation
methods what constitutes annual or other net profits, earnings, surplus, or net
assets in excess of capital; to determine that the retained earnings or surplus
shall remain in the hands of the Corporation; to set apart out of any funds of
the Corporation such reserve or reserves in such amount or amounts and for such
proper purpose or purposes as it shall determine and to abolish any such reserve
or any part thereof; to distribute and pay distributions or dividends in stock,
cash or other securities or property, out of surplus or any other funds or
amounts legally available therefor, at such times and to the stockholders of
record on such dates as it may, from time to time, determine; and to determine
whether and to what extent and at what times and places and under what
conditions and regulations the books, accounts and documents of the Corporation,
or any of them, shall be open to the inspection of stockholders, except as
otherwise provided by statute or by the Bylaws, and, except as so provided, no
stockholder shall have any right to inspect any book, account or document of the
Corporation unless authorized so to do by resolution of the Board of Directors.

(e) Notwithstanding any provision of Maryland law requiring the
authorization of any action by a greater proportion than a majority of the total
number of shares of all classes and series of capital stock or of the total
number of shares of any class or series of capital stock entitled to vote as a
separate class, such action shall be valid and effective if authorized by the
affirmative vote of the holders of a majority of the total number of shares of
all classes and series outstanding and entitled to vote thereon, or of the class
or series entitled to vote thereon as a separate class, as the case may be,
except as otherwise provided in the charter of the Corporation. As provided in
the Investment Company Act, 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

<PAGE>

shares present at a meeting if more than 50% of the outstanding shares are
represented at the meeting in person or by proxy.

(f) The Corporation shall indemnify (i) its directors and officers,
whether serving the Corporation or at its request any other entity, to the full
extent required or permitted by the General Laws of the State of Maryland and
the federal securities laws now or hereafter in force, including the advance of
expenses under the procedures and to the full extent permitted by law, and
(ii) other employees and agents to such extent as shall be authorized by the
Board of Directors or the Bylaws and as permitted by law. Nothing contained
herein shall be construed to protect any director or officer of the Corporation
against any liability to the Corporation or 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. The foregoing rights of indemnification shall not be exclusive of any
other rights to which those seeking indemnification may be entitled. The Board
of Directors may take such action as is necessary to carry out these
indemnification provisions and is expressly empowered to adopt, approve and
amend from time to time such bylaws, resolutions or contracts implementing such
provisions or such further indemnification arrangements as may be permitted by
law. No amendment of the charter of the Corporation or repeal of any of its
provisions shall limit or eliminate the right of indemnification provided
hereunder with respect to acts or omissions occurring prior to such amendment or
repeal.

(g) To the fullest extent permitted by Maryland statutory or
decisional law, as amended or interpreted, and the Investment Company Act, no
director or officer of the Corporation shall be personally liable to the
Corporation or its stockholders for money damages; provided, however, that
nothing herein shall be construed to protect any director or officer of the
Corporation against any liability to the Corporation or 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. No amendment of the charter of the Corporation or repeal of any of
its provisions shall limit or eliminate the limitation of liability provided to
directors and officers hereunder with respect to any act or omission occurring
prior to such amendment or repeal.

(h) The Corporation reserves the right from time to time to make any
amendments of its charter which may now or hereafter be authorized by law,
including any amendments changing the terms or contract rights, as expressly set
forth in its charter, of any of its outstanding stock by classification,
reclassification or otherwise.

(i) The enumeration and definition of particular powers of the Board
of Directors included in the foregoing shall in no way be limited or restricted
by reference to or inference from the terms of any other clause of this or any
other Article of the charter of the Corporation, or construed as or deemed by
inference or otherwise in any manner to exclude or limit any powers conferred
upon the Board of Directors under the General Laws of the State of Maryland now
or hereafter in force.

<PAGE>

ARTICLE VI
PERPETUAL EXISTENCE

The duration of the Corporation shall be perpetual.

I, Michael O'Halloran, hereby acknowledge that I have executed the
foregoing Articles of Incorporation as my free act and deed this 19th day of
March, 1996.

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

<PAGE>

EXHIBIT 2

BYLAWS

ITT HARTFORD MUTUAL FUNDS, INC.

ARTICLE I

MEETINGS OF STOCKHOLDERS

SECTION 1.1 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 unless specifically
required by the Investment Company Act of 1940 or the General Laws of the State
of Maryland.

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 ten (10) percent of the shares
of the Corporation's capital stock entitled to vote at such meeting if required
by Maryland General Corporation Law or other applicable law.

SECTION 1.4 Notice of Meetings: Not less than ten (10) days or more
than 90 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 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 by any
officer 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 1.5 Record Date: The Board of Directors by resolution may fix
in advance a

<PAGE>

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 1.6 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 1.7 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 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 1.8 Proxies: Any stockholder entitled to vote at any meeting of
stockholders

<PAGE>

may vote either in person or by proxy, but no proxy which is dated more than
eleven (11) 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 2.1 Powers and Election: The Directors of the Corporation shall
have the powers as stated in the Articles of Incorporation and as provided in
these Bylaws, 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 Chairman, President
or Treasurer, on two days' notice, given to each Director. Special meetings may
be called at any time and at any place designated in the call of the meeting
when called by the Chairman of the Board, the President or the Treasurer or by
one-third (1/3) of the Directors, sufficient notice thereof being given by the
Secretary, Assistant Secretary or by the officer or Directors calling the
meeting. 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.

SECTION 2.3 Quorum: The presence of not less than two (2) of the
Directors or of one-third (1/3) 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 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

<PAGE>

remaining Directors at any regular or special meeting of 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 (as consistent with Section 2-402 of the
Maryland General Corporation Law). 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 1940, 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, as the case may be, and such written consent is filed with the
minutes of proceedings of the Board or committee.

SECTION 2.10 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 3.1 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

<PAGE>

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 Supervision 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 Audit, Administrative, Nominating, 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 other 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
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 4.1 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

<PAGE>

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
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

<PAGE>

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 4.10 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.

SECTION 4.11 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 5.1 Certificates: Certificates of stock (if any should be
issued) 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 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 5.3 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.

<PAGE>

SECTION 5.4 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.

SECTION 6.1 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 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 6.3 Custodian: The securities and other investments and assets
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 the
minimum aggregate capital, surplus and undivided profits as required of a
custodian by Section 17(f) of the Investment Company Act of 1940, as amended,
provided that such a custodian can be found ready and willing to act.
Securities and other investments and assets owned by the Corporation may also be
held in accordance with custodial arrangements permitted by rules promulgated
under the Investment Company Act. Upon the resignation or inability to serve
of a 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 6.4 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.

<PAGE>

ARTICLE VII
DIVIDENDS

SECTION 7.1 Declaration of Dividends: Dividends upon the capital stock
of the Corporation may be declared by the Board of Directors at any regular or
special 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 8.1 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 9.1 Fiscal Year: The fiscal year of the Corporation shall end
on December 31 of each year, except that the Board of Directors may set a
different fiscal year end for any Series.

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

<PAGE>

SECTION 10.1 The Bylaws shall be construed and interpreted to further the
operation of the Corporation as a registered open-end management-type investment
company under the Investment Company Act of 1940, 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 by a majority of the Directors, as the case may be.

<PAGE>

EXHIBIT 5

INVESTMENT MANAGEMENT AGREEMENT

This Agreement is made by and between The Hartford Investment Management
Company, a Connecticut corporation ( "HIMCO") and ITT Hartford Mutual Funds,
Inc., a Maryland corporation (the "Company") whereby HIMCO will act as
investment manager to each series of the Company as listed on attachment A (each
a "Portfolio" and together the "Portfolios") and any future series as agreed to
between HIMCO and the Company.

WHEREAS, the Company and HIMCO wish to enter into an agreement setting
forth the services to be performed by HIMCO for each Portfolio of the Company
and the 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. GENERAL PROVISION.

The Company hereby employs HIMCO and HIMCO hereby undertakes to act
as the investment manager of the Company and to each Portfolio and
to perform for the Company such other duties and functions as are
hereinafter set forth and such other duties as may be necessary or
appropriate in connection with its services as investment manager.
HIMCO shall, in all matters, give to the Company and its Board of
Directors the benefit of its best judgment, effort, advice and
recommendations and shall, at all times conform to, and use its
best efforts to enable the Company to conform to (i) the provisions
of the Investment Company Act of 1940 (the "Investment Company
Act") and any rules or regulations thereunder, (ii) any other
applicable provisions of state or federal law; (iii) the provisions
of the Articles of Incorporation and By-Laws of the Company as
amended from time to time; (iv) policies and determinations of the
Board of Directors of the Company; (v) the fundamental policies and
investment restrictions of the Company and Portfolios as reflected
in the Company's registration statement under the Investment
Company Act or as such policies may, from time to time, be amended
by the Company's shareholders, and (vi) the Prospectus and
Statement of Additional Information of the Company in effect from
time to time. The appropriate officers and employees of HIMCO
shall be available upon reasonable notice for consultation with any
of the Directors and officers of the Company with respect to any
matters dealing with the business and affairs of the Company
including the valuation of any of each Portfolios' securities which
are either not registered for public sale or not being traded on
any securities market.

2. INVESTMENT MANAGEMENT SERVICES

1
<PAGE>

(a) HIMCO shall, subject to the direction and control by
the Company's Board of Directors, (i) regularly provide investment
advice and recommendations to each Portfolio with respect to its
investments, investment policies and the purchase and sale of
securities; (ii) supervise continuously the investment program of
each Portfolio and the composition of its portfolio securities and
determine what securities shall be purchased or sold by each
Portfolio; and (iii) arrange, subject to the provisions of
paragraph 5 hereof, for the purchase of securities and other
investments for each Portfolio and the sale of securities and other
investments held in each Portfolio.

(b) HIMCO shall provide such economic and statistical data
relating to each Portfolio and such information concerning
important economic, political and other developments as HIMCO shall
deem appropriate or as shall be requested by the Company's Board of
Directors.

3. ADMINISTRATIVE SERVICES.

In addition to the performance of investment advisory services HIMCO
shall perform the following services in connection with the management
of the Company:

(a) assist in the supervision of all aspects of the Company's
operation, including the coordination of all matters relating to
the functions of the custodian, transfer agent or other shareholder
servicing agents (if any), accountants, attorneys and other
parties performing services or operational functions for the
Company;

(b) provide the Company with the services of persons, who may be
HIMCO's officers or employees, competent to serve as officers of
the Company and to perform such administrative and clerical
functions as are necessary in order to provide effective
administration for the Company, including the preparation and
maintenance of required reports, books and records of the Company;
and

(c) provide the Company with adequate office space and related services
necessary for its operations as contemplated in this Agreement.

4. SUB-ADVISERS AND SUB-CONTRACTORS.

HIMCO, upon approval of the Board of Directors and shareholders where
appropriate, may engage one or more investment advisers which are
either registered as such or specifically exempt from registration
under the Investment Advisers Act of 1940, to act as sub-advisers to
provide, with respect to existing and future Portfolios of the Company,
some or all of the services set forth in Sections 2 and 5 of this
Agreement. In addition, HIMCO may subcontract for any of the
administrative services listed in Section 3.

<PAGE>

5. BROKERAGE TRANSACTIONS.

When placing orders for the purchase or sale of a Portfolio's
securities, HIMCO or any subadviser approved in accordance with Section
4 of this Agreement, shall use its best efforts to obtain the best net
security price available for a Portfolio. Subject to and in accordance
with any directions which the Board of Directors may issue from time to
time, HIMCO or the subadviser, if applicable, may also be authorized
to effect individual securities transactions at commission rates in
excess of the minimum commission rates available, if HIMCO or the
subadviser, if applicable, determines in good faith that such amount of
commission is 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 HIMCO's or the subadviser's
overall responsibilities with respect to a Portfolio and 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. HIMCO or the subadviser will promptly
communicate to the Board of Directors such information relating to
portfolio transactions as the Board may reasonably request.

6. EXPENSES.

Expenses to be paid by the Company, include, but are not limited to (i)
interest and taxes; (ii) brokerage commissions; (iii) premium for
fidelity and other insurance coverage requisite to the Company's
operations; (iv) the fees and expenses of its non-interested directors;
(v) legal, audit and fund accounting expenses; (vi) custodian and
transfer agent fees and expenses; (vii) expenses incident to the
redemption of its shares; (viii) fees and expenses related to the
registration under federal and state securities laws of shares of the
Company for public sale; (ix) expenses of printing and mailing
prospectuses, reports, notices and proxy material to shareholders of
the Company; (x) all other expenses incidental to holding meetings of
the Company's shareholders; and (xi) such extraordinary non-recurring
expenses as may arise, including litigation affecting the Company and
any obligation which the Company may have to indemnify its officers and
Directors with respect thereto. Any officer or employee of HIMCO or of
any entity controlling, controlled by or under common control with
HIMCO, who may also serve as officers, directors or employees of the
Company shall not receive any compensation from the Company for their
services.

7. COMPENSATION OF HIMCO.

As compensation for the services rendered by HIMCO, each Portfolio
shall pay to HIMCO 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

<PAGE>

and upon the calculated daily net asset value of the Portfolio:

MONEY MARKET FUND.

Net Asset Value Annual Rate
--------------- -----------
First $500,000,000 0.50%
Next $500,000,000 0.45%
Amount Over $1 Billion 0.40%

THE BOND INCOME STRATEGY FUND.

Net Asset Value Annual Rate
--------------- -----------
First $500,000,000 0.65%
Next $500,000,000 0.55%
Amount Over $1 Billion 0.50%

SMALL COMPANY FUND AND INTERNATIONAL OPPORTUNITIES FUND.

Net Asset Value Annual Rate
--------------- -----------
First $500,000,000 0.85%
Next $500,000,000 0.75%
Amount Over $1 Billion 0.70%

CAPITAL APPRECIATION FUND AND STOCK FUND.

Net Asset Value Annual Rate
--------------- -----------
First $500,000,000 0.80%
Next $500,000,000 0.70%
Amount Over $1 Billion 0.65%

DIVIDEND AND GROWTH FUND AND ADVISERS FUND.

Net Asset Value Annual Rate
--------------- -----------
First $500,000,000 0.75%
Next $500,000,000 0.65%
Amount Over $1 Billion 0.60%

HIMCO, or an affiliate of HIMCO, may agree to subsidize any of the
Portfolios to any level that HIMCO, or any such affiliate, may specify.
Any such undertaking may be modified or discontinued at any time.

If it is necessary to calculate the fee for a period of time which is less
than a month,

<PAGE>

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 Portfolio's daily net asset value for the period in
question, and (iii) paid within a reasonable time after the close of such
period.

8. LIABILITY OF HIMCO.

HIMCO shall not be liable for any loss or losses sustained by reason of any
investment including the purchase, holding or sale of any security, or with
respect to the administration of the Company, as long as HIMCO shall have
acted in good faith and with due care; provided, however, that no provision
in this Agreement shall be deemed to protect HIMCO against any liability to
the Company or its shareholders by reason of 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.

9. DURATION OF AGREEMENT.

(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 9(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 Company or by a vote
of a majority of the outstanding voting securities of each Portfolio,
and (2) in either event, by the vote of a majority of the members of
the Company'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 Company or by a vote of a majority of the
Portfolio's outstanding voting securities, on sixty days' prior
written notice to HIMCO; (2) shall immediately terminate in the event
of its assignment and (3) may be terminated by HIMCO on sixty days'
prior written notice to the Portfolio, but such termination will not
be effective until the Portfolio shall have contracted with one or
more persons to serve as a successor investment adviser for the
Portfolio 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 Company's outstanding voting securities"
shall have the meanings set forth for such terms in the 1940 Act, as
amended.

<PAGE>

(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.

10. OTHER ACTIVITIES.

Nothing in this Agreement shall limit or restrict the right of any
director, officer, or employee of HIMCO 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 HIMCO to engage in any other
business or to render services of any kind to any other corporation, firm
individual or association.

11. ADDITIONAL SERIES.

The amendment of this Agreement for the sole purpose of adding one or more
Portfolios shall not be deemed an amendment affecting an already existing
Portfolio and requiring the approval of shareholders of that Portfolio.

12. INVALID PROVISIONS.

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.

13. GOVERNING LAW.

To the extent that federal securities laws do not apply, this
Agreement and all performance hereunder shall be governed by the laws
of the State of Connecticut which apply to contracts made and to be
performed in the State of Connecticut.

<PAGE>

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

THE HARTFORD INVESTMENT MANAGEMENT COMPANY

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

Its

ITT HARTFORD MUTUAL FUNDS, INC.
on behalf of:

ITT Hartford Small Company Fund
ITT Hartford Capital Appreciation Fund
ITT Hartford International Opportunities Fund
ITT Hartford Dividend and Growth Fund
ITT Hartford Stock Fund
ITT Hartford Advisers Fund
ITT Hartford Bond Income Strategy Fund
ITT Hartford Money Market Fund

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

Its

<PAGE>

ATTACHMENT A

The following series of the ITT Hartford Mutual Funds, Inc. are made a part of
this agreement:

Dated: _____________, 1996

<PAGE>

EXHIBIT 5.1

INVESTMENT SUB-ADVISORY AGREEMENT

This Investment Sub-advisory Agreement is made by and between the Hartford
Investment Management Company, a Connecticut corporation ("HIMCO") and
Wellington Management Company, a Massachusetts partnership ("Wellington
Management").

WHEREAS, HIMCO has entered into an agreement for the provision of
investment management services to the ITT Hartford Mutual Funds, Inc. (the
"Company") currently comprised of the ITT Hartford Small Company Fund, ITT
Hartford Capital Appreciation Fund, ITT Hartford International Opportunities
Fund, ITT Hartford Dividend and Growth Fund, ITT Hartford Stock Fund, ITT
Hartford Advisers Fund, ITT Hartford Bond Income Strategy Fund and ITT Hartford
Money Market Fund, and

WHEREAS, HIMCO wishes to engage the services of Wellington Management
Company as Sub-Adviser to the ITT Hartford Small Company Fund, ITT Hartford
Capital Appreciation Fund, ITT Hartford International Opportunities Fund, ITT
Hartford Dividend and Growth Fund, ITT Hartford Stock Fund and ITT Hartford
Advisers Fund (each a "Portfolio" and together the "Portfolios"), and

WHEREAS, Wellington Management is willing to perform advisory services on
behalf of the Portfolios 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. HIMCO hereby employs Wellington Management to serve as Sub-Adviser with
respect to the assets of the Portfolios and to perform the services
hereinafter set forth subject to the terms and conditions of the investment
objectives, policies and restrictions of each Portfolio, 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 evaluate and implement an investment program
appropriate for each Portfolio which program shall be amended and updated
from time to time as financial and other economic conditions change as
determined by HIMCO and Wellington Management.

<PAGE>

3. Wellington Management, in consultation with HIMCO when appropriate, will
make all determinations with respect to the investment of the assets of the
Portfolios 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 Company'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 a Portfolio's securities
should be exercised.

4. Wellington Management will regularly furnish reports with respect to the
Portfolios at periodic meetings of the Company's Board of Directors and at
such other times as may be reasonably requested by the Company'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 Portfolios since the last report. Copies of all
such reports shall be furnished to HIMCO for examination and review within
a reasonable time prior to the presentation of such reports to the
Company's Board of Directors.

5. Wellington Management will ensure that each Portfolio conforms with the
Company's Articles of Incorporation and By-laws, each as amended from time
to time, and the Investment Company Act of 1940, as amended, other
applicable laws, and to the investment objectives, policies and
restrictions of each Portfolio as set forth in the Portfolios' prospectus
and statement of additional information, or any investment guidelines or
other instructions received in writing from HIMCO, and subject further to
such policies and instructions as the Board of Directors or HIMCO may from
time to time establish and deliver to Wellington Management.

In addition, Wellington Management will cause the Portfolios to comply with
the requirements of (a) Section 851(b)(2) of the Internal Revenue Code of
1986, as amended (the "Code") regarding derivation of income from specified
investment activities; (b) Section 851(b)(3) of the Code regarding the
limitation of gains from the disposition of securities and certain other
investments held less than three months; and (c) Section 851(b)(4) of the
Code regarding diversification of the Portfolios' assets.

6. Wellington Management will select the brokers or dealers that will execute
the purchases and sales of portfolio securities for the Portfolios and
place, in the name of each Portfolio or its nominees, all such orders.
When placing such orders, Wellington Management shall use its best efforts
to obtain the best net

<PAGE>

security price available for each Portfolio. 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 is 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 Portfolios 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.

7. (a) As compensation for the performance of the services by Wellington
Management hereunder, HIMCO 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 each of the
Portfolios as follows:

ITT HARTFORD SMALL COMPANY FUND, ITT HARTFORD CAPITAL APPRECIATION
FUND AND ITT HARTFORD INTERNATIONAL OPPORTUNITIES FUND.

Net Asset Value Annual Rate
--------------- -----------
First $50,000,000 0.40%
Next $100,000,000 0.30%
Next $350,000,000 0.25%
Next $500,000,000 0.20%
Over $1 Billion 0.175%

ITT HARTFORD DIVIDEND AND GROWTH FUND, ITT HARTFORD STOCK FUND AND
ITT HARTFORD ADVISERS FUND.

Net Asset Value Annual Rate
--------------- -----------
First $50,000,000 0.325%
Next $100,000,000 0.25%
Next $350,000,000 0.20%
Next $500,000,000 0.15%
Over $1 Billion 0.125%

<PAGE>

Wellington Management may waive all or a portion of its fees from
time to time as agreed between the parties.

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 percentage of the total number
of days in such period, (ii) based upon the average of each
Portfolio's daily net asset value 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 Portfolios.

(d) Wellington Management agrees to notify HIMCO of any change in
Wellington Management's personnel that are directly involved in the
management of the Portfolios within a reasonable time following the
occurrence of such change.

8. 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 no provision in this agreement
shall be deemed to protect Wellington Management, and Wellington Management
shall indemnify HIMCO, for any and all loss, damage, judgment, fine or
award paid in settlement and attorney's fees related to Wellington
Managements' 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.

9. (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 9(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
Company or by a vote of a majority of the outstanding voting
securities of each Portfolio, and (2) in either event, by the vote of
a majority of the members of the Company'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

<PAGE>

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 Company or by a vote of a majority of any Portfolio's
outstanding voting securities, or by HIMCO on 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 HIMCO, but such termination will
not be effective until HIMCO shall have contracted with one or more
persons to serve as a successor Sub-Adviser for the Portfolio (or
HIMCO or an affiliate of HIMCO agrees to manage the Portfolio) and
such person(s) shall have assumed such position, and (4) will
terminate automatically upon termination of the advisory agreement
between HIMCO and the Company of even date herewith.

(c) As used in this Agreement, the terms "assignment," "interested
parties" and "vote of a majority of the Company'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 or parties at
the current office address provided by each party.

10. 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.

11. HIMCO agrees that neither it nor any affiliate of HIMCO 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.

12. 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>

13. The amendment of this Agreement for the sole purpose of adding one or more
Portfolios shall not be deemed an amendment affecting an already existing
Portfolio and requiring the approval of shareholders of that Portfolio.

14. To the extent that federal securities laws do not apply, this Agreement and
all performance hereunder shall be governed by the laws of the State of
Connecticut which apply to contracts made and to be performed in the State
of Connecticut.

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

THE HARTFORD INVESTMENT MANAGEMENT COMPANY, INC.

By:
-------------------------------
Name:
Title:

WELLINGTON MANAGEMENT COMPANY

By:
-------------------------------
Name:
Title:

<PAGE>

EXHIBIT 6

PRINCIPAL UNDERWRITING AGREEMENT

The ITT Hartford Mutual Funds, Inc. (the "Company")
on behalf of

ITT Hartford Capital Appreciation Fund
ITT Hartford Dividend and Growth Fund
ITT Hartford International Opportunities Fund
ITT Hartford Small Company Fund
ITT Hartford Stock Fund
ITT Hartford Advisers Fund
ITT Hartford Bond Income Strategy Fund
ITT Hartford Money Market Fund

___________ __, 1996

Hartford Securities Distribution Company, Inc.
200 Hopmeadow Street
Simsbury, CT 06089

Re: UNDERWRITING AGREEMENT

Gentlemen:

The Company is a Maryland corporation registered as an investment company
under the Investment Company Act of 1940, as amended (the "1940 Act") and has
shares of capital stock (hereinafter the "Shares") representing interests in
investment portfolios of the Company hereto (individually the "Fund" and
collectively the "Funds") which are registered under the Securities Act of 1933,
as amended (the "1933 Act") and securities acts of various states and
jurisdictions.

You have informed us that your company, Hartford Securities Distribution
Company, Inc. ("HSD"), is registered as a broker-dealer under the provisions of
the Securities Exchange Act of 1934 (the "1934 Act") and that HSD is a member in
good standing of the National Association of Securities Dealers, Inc. You have
indicated

<PAGE>

your desire to become the exclusive selling agent and principal underwriter for
the Company. We have been authorized to execute and deliver this Agreement to
you, which Agreement has been approved by a vote of a majority of the company's
directors (the "Directors") who are not parties to such Agreement or "interested
persons" of any party thereto, cast in person at a meeting called for the
purpose of voting on the Approval of this Agreement.

1. APPOINTMENT OF UNDERWRITER. Upon the execution of this Agreement and
in consideration of the agreements on your part herein expressed and upon the
terms and conditions set forth herein, we hereby appoint you as the exclusive
sales agent for distribution of the Shares (other than sales made directly by
the Company without sales charge) and agree that we will deliver to you such
shares as you may sell. You agree to use your best efforts to promote the sale
of the Shares, but you are not obligated to sell any specific number of the
Shares.

2. INDEPENDENT CONTRACTOR. You will undertake and discharge your
obligations hereunder as an independent contractor and shall have no authority
or power to obligate or bind the Company by your actions, conduct, or contracts,
except that you are authorized to accept orders for the purchase or repurchase
of the Shares as our agent. You may appoint sub-agents or distribute the Shares
through dealers (or otherwise) as you may determine necessary or desirable from
time to time. This Agreement shall not, however, be construed as authorizing
any dealer or other person to accept orders for sale or repurchase on our behalf
or to otherwise act as our agent for any purpose.

3. OFFERING PRICE. Shares shall be offered for sale at a price
equivalent to their net asset value plus, as appropriate, a variable percentage
of the public offering price as a sales load, as set forth in the Company's
Prospectus for the Shares, as amended from time to time. On each business day
on which the New York Stock Exchange is open for business, we will furnish you
with the net asset value of the Shares, which shall be determined and become
effective as of the close of business of the New York Stock Exchange on that
day. The net asset value so determined shall apply to all orders for the
purchase of the Shares received by dealers prior to such determination, and you
are authorized in your capacity as our agent to accept orders and confirm sales
at such net asset value; PROVIDED THAT, such dealers notify you of the time when
they received the particular order and that the order is placed with you prior
to your close of business on the day on which the applicable net asset value is
determined. To the extent that our Shareholder Servicing and Transfer Agent
(collectively "Agent") and the Custodian(s) for any pension, profit-sharing,
employer or self-employed plan receive payments on behalf of the investors, such
Agent and Custodian(s) shall be required to record the time of such receipt with
respect to each payment, and the applicable net asset value shall be that which
is next determined and

<PAGE>

effective after the time of receipt by them. In all events, you shall forthwith
notify all of the dealers comprising your selling group and the Agent and
Custodian(s) of the effective net asset value as received from us. Should we at
any time calculate our net asset value more frequently than once each business
day, you and we will follow procedures with respect to such additional price or
prices comparable to those set forth above in this Section 3.

4. SALES COMMISSION. (a) You shall be entitled to charge a sales
commission on the sale of certain classes of Shares in the amount set forth in
the Company's Prospectus (including any supplements or amendments thereto) then
in effect under the 1933 Act and the 1940 Act. Such commission (subject to any
quantity or other discounts or eliminations of commission as set forth in our
then currently effective Prospectus) shall be an amount mutually agreed upon by
the Company and HSD and shall be equal to the difference between the net asset
value and the public offering price of the Shares.

(b) In addition, in accordance with the distribution plans adopted
pursuant to Rule 12b-1 under the 1940 Act (the "Distribution Plans") for certain
classes of Shares, you will be entitled to be paid a sales commission not
exceeding the product of the price received by the Company for sales of its
Shares (excluding reinvestment of dividends and distributions) multiplied by the
percentage set forth in the Prospectus and mutually agreed to by the Company and
HSD from time to time. In connection with the Shares, you may also be entitled
to be paid by the Company an interest fee (calculated in accordance with the
Prospectus and the Distribution Plan). Payment of the sales commissions and
separate interest fee, if applicable, shall be spread over a period of time and
shall be paid in the manner described in such Prospectus and the Distribution
Plan. Where is the interest fee described?

(c) In addition to the payments of the sales commissions to you provided
for in paragraphs 4(a) and 4(b), you may also receive reimbursement for expenses
or a maintenance or trail fee as may be required by and described in the
Distribution Plans adopted by the Company for the various classes of Shares.

(d) You may allow appointed sub-agents or dealers such commissions or
discounts (not exceeding the total sales commission) as you shall deem
advisable, so long as any such commissions or discounts are set forth in the
Company's then current Prospectus, to the extent required by the applicable
federal and state securities laws.

5. PAYMENT FOR SHARES. At or prior to the time of delivery of any of our
Shares you will pay or cause to be paid to the Custodian, for our account, an
amount in cash equal to the net asset value of such Shares. In the event that
you pay for shares sold

<PAGE>

by you prior to your receipt of payment from purchasers, you are authorized to
reimburse yourself for the net asset value of such Shares from the offering
price of such Shares when received by you.

6. REGISTRATION OF SHARES. No Shares shall be registered on our books
until (i) receipt by us of your written request therefor; (ii) receipt by the
Custodian and Agent of a certificate signed by an officer of the Company stating
the amount to be received therefor; and (iii) receipt of payment of that amount
by the Custodian. We will provide for the recording of all Shares purchased in
unissued form in "book accounts," unless a request in writing for certificates
(if available) is received by the Agent, in which case certificates for Shares
in such names and amounts as is specified in such writing will be delivered by
the Agent, as soon as practicable after registration thereof on the books.

7. PURCHASES FOR YOUR OWN ACCOUNT. You shall not purchase Shares for
your own account for purposes of resale to the public, but you may purchase
Shares for your own investment account upon your written assurance that the
purchase is for investment purposes only and that the Shares will not be resold
except through redemption by us.

8. SALE OF SHARES TO AFFILIATES. You may sell the Shares at net asset
value, plus a varying sales charge as appropriate, pursuant to a uniform offer
described in the Company's current Prospectus (i) to our Directors and officers,
our investment manager, and/or any sub-adviser to the Company, or your company
or affiliated companies thereof, (ii) to the bona fide, full time employees or
sales representatives of any of the foregoing, (iii) to any trust, pension,
profit-sharing, or other benefit plan for such persons, or (iv) to any other
person set forth in the Company's then current Prospectus; PROVIDED THAT such
sales are made in accordance with the rules and regulations under the 1940 Act
and that such sales are made upon the written assurance of the purchaser that
the purchases are made for investment purposes only, not for the purpose of
resale to the public and that the Shares will not be resold except through
redemption by us.

9. ALLOCATION OF EXPENSES. (a) We will pay the following expenses in
connection with the sales and distribution of Shares of the Company:

(i) expenses pertaining to the preparation of our audited and
certified financial statements to be included in any amendments ("Amendments")
to our Registration Statements under the 1933 Act, including the Prospectuses
and Statements of Additional Information included therein;

(ii) expenses pertaining to the preparation (including legal
fees) and

<PAGE>

printing of all Amendments or supplements filed with the Securities and Exchange
Commission, including the copies of the Prospectuses and Statements of
Additional Information included in the Amendments and the first ten (10) copies
of the definitive Prospectuses and Statements of Additional Information or
supplements thereto, other than those necessitated by or related to your
(including your "Parent") activities where such amendments or supplements result
in expenses which we would not otherwise have incurred;

(iii) expenses pertaining to the preparation, printing, and
distribution of any reports or communications, including Prospectuses and
Statements of Additional Information, which are sent to our existing
shareholders;

(iv) filing and other fees to federal and state securities
regulatory authorities necessary to register and maintain registration of the
Shares; and

(v) expenses of the Agent, including all costs and expenses in
connection with the issuance, transfer and registration of the Shares, including
but not limited to any taxes and other governmental charges in connection
therewith.

(b) Except to the extent that you are entitled to reimbursement under
the provisions of any of the Distribution Plans for the Company, you will pay
the following expenses:

(i) expenses of printing additional copies of the
Prospectuses and Statement of Additional Information and any amendments or
supplements thereto which are necessary to continue to offer our shares to the
public;

(ii) expenses pertaining to the preparation (excluding legal
fees) and printing of all amendments and supplements to our Registration
Statements if the Amendment or supplement arises from or is necessitated by or
related to your (including your "Parent") activities where those expenses would
not otherwise have been incurred by us; and

(iii) expenses pertaining to the printing of additional copies,
for use by you as sales literature, of reports or other communications which
have been prepared for distribution to our existing shareholders or incurred by
you in advertising, promoting and selling our Shares to the public.

10. FURNISHING OF INFORMATION. We will furnish to you such
information with respect to our Company and its Shares, in such form and signed
by such of our officers as you may reasonably request, and we warrant that the
statements therein

<PAGE>

contained when so signed will be true and correct. We will also furnish you
with such information and will take such action as you may reasonably request in
order to qualify our Shares for sale to the public under the Blue Sky Laws or in
jurisdictions in which you may wish to offer them. We will furnish you at least
annually with audited financial statements of our books and accounts certified
by independent public accountants, and with such additional information
regarding our financial condition, as you may reasonably request from time to
time.

11. CONDUCT OF BUSINESS. Other than currently effective Prospectuses
and Statements of Additional Information, you will not issue any sales material
or statements except literature or advertising which conforms to the
requirements of federal and state securities laws and regulations and which have
been filed, where necessary, with the appropriate regulatory authorities. You
will furnish us with copies of all such material prior to their use and no such
material shall be published if we shall reasonably and promptly object.

You shall comply with the applicable federal and state laws and
regulations where our Shares are offered for sale and conduct your affairs with
us and with dealers, brokers, or investors in accordance with the Rules of Fair
Practice of the National Association of Securities Dealers, Inc.

12. REDEMPTION OR REPURCHASE WITHIN SEVEN DAYS. If Shares are
tendered to us for redemption or are repurchased by us within seven (7) business
days after your acceptance of the original purchase order for such shares, you
will immediately refund to us the full amount of any sales commission (net of
allowances to dealers or brokers) allowed to you on the original sale, and will
promptly, upon receipt thereof, pay to us any refunds from dealers or brokers of
the balance of sales commissions reallowed by you. We shall notify you of such
tender for redemption within ten (10) days of the day on which notice of such
tender for redemption is received by us.

13. OTHER ACTIVITIES. Your services pursuant to this Agreement shall
not be deemed to be exclusive, and you may render similar services and act as an
underwriter, distributor or dealer for other investment companies in the
offering of their shares.

14. TERM OF AGREEMENT. This Agreement shall become effective on the
date of its execution and shall remain in effect for a period of two (2) years
from the date of this Agreement. This Agreement shall continue annually
thereafter for successive one (1) year periods if approved at least annually (i)
by a vote of a majority of the outstanding voting securities of the Company or
by a vote of the Directors of the Company, and (ii) by a vote of a majority of
the Directors of the Company who are not parties to this Agreement or interested
persons of any such party, cast in person

<PAGE>

at a meeting called for the purpose of voting on this Agreement.

15. TERMINATION. This Agreement: (i) may be terminated at any time
without the payment of any penalty, either by vote of the Directors of the
Company or by a vote of a majority of the outstanding voting securities of the
Company, on sixty (60) days' written notice to you; (ii) shall terminate
immediately in the event of its assignment; and (iii) may be terminated by you
on sixty (60) days' written notice to us.

16. SUSPENSION OF SALES. We reserve the right at all times to
suspend or limit the public offering of the Shares upon written notice to you,
and to reject any order in whole or in part.

17. MISCELLANEOUS. This Agreement shall be subject to the laws of
the State of Connecticut and shall be interpreted and construed to further and
promote the operation of the Company as an open-end investment company. As used
herein, the terms "Net Asset Value," "Offering Price," "Investment Company,"
"Open-End Investment Company," "Assignment," "Principal Underwriter,"
"Interested Person," and "Majority of the Outstanding Voting Securities," shall
have the meanings set forth in the 1933 Act and the 1940 Act, as applicable, and
the rules and regulations promulgated thereunder.

18. LIABILITY. Nothing contained herein shall be deemed to protect
you against any liability to us or to our shareholders to which you would
otherwise be subject by reason of willful misfeasance, bad faith, or gross
negligence in the performance of your duties hereunder, or by reason of your
reckless disregard of your obligations and duties hereunder.

If the foregoing meets with your approval, please acknowledge your
acceptance by signing each of the enclosed counterparts hereof and returning
such counterparts to us, whereupon this shall constitute a binding agreement as
of the date first above written.

<PAGE>

Very truly yours,

ITT Hartford Mutual Funds, Inc.
on behalf of:

ITT Hartford Capital Appreciation
Fund
ITT Hartford Dividend and Growth
Fund
ITT Hartford International
Opportunities Fund
ITT Hartford Small Company Fund
ITT Hartford Stock Fund
ITT Hartford Advisers Fund
ITT Hartford Bond Income Strategy
Fund
ITT Hartford Money Market Fund

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

Its:
-------------------------------

Agreed to and Accepted:

Hartford Securities Distribution Company, Inc.

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

Its:
-----------------------------

<PAGE>

EXHIBIT 10

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

April 2, 1996

ITT Hartford Mutual Funds, Inc.
Hartford Plaza
Hartford, CT 06115

Gentlemen:

I have examined the Articles of Incorporation of ITT Hartford Mutual Funds, 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 3 billion shares of common stock of a par value of
$.001 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, Secretary and General Counsel

<PAGE>

EXHIBIT 15

ITT HARTFORD MUTUAL FUNDS, INC.

DISTRIBUTION PLAN

CLASS A SHARES

__________, 1996

ARTICLE I. THE PLAN

This Distribution Plan (the "Plan") sets forth the terms and conditions on which
ITT Hartford Mutual Funds, Inc. (the "Company"), on behalf of ITT Hartford
Capital Appreciation Fund, ITT Hartford Dividend and Growth Fund, ITT Hartford
International Opportunities Fund, ITT Hartford Small Company Fund, ITT Hartford
Stock Fund, ITT Hartford Advisers Fund, ITT Hartford Bond Income Strategy Fund
and ITT Hartford Money Market Fund (the "Funds," individually, a "Fund"), each a
series of the Company, and on behalf of class A shares of each such Fund
(hereinafter, the "Class A shares"), will, after the effective date hereof, pay
certain amounts to Hartford Securities Distribution Company, Inc. (the
"Distributor") in connection with the provision by the Distributor, of certain
services to the Funds and their Class A shareholders, as set forth herein.
Certain of such payments by a Fund may, under Rule 12b-1 (the "Rule") under the
Investment Company Act of 1940, as amended (the "Act"), be deemed to constitute
the financing of distribution by a Fund of its Class A shares. This Plan
describes all material aspects of such financing as contemplated by the Rule and
shall be administered and interpreted, and implemented and continued, in a
manner consistent with the Rule.

<PAGE>

ARTICLE II. DISTRIBUTION AND SERVICE EXPENSES

Each Fund shall pay to the Distributor a fee in the amount specified in Article
III hereof. Such fee may be spent by the Distributor on any activities or
expenses primarily intended to result in the sale of Class A shares of the
Funds, including, but not limited to the payment of Distribution Expenses (as
defined below) and Service Expenses (as defined below). Distribution Expenses
include, but are not limited to, (a) payment of initial and ongoing commissions
and other payments to brokers, dealers, financial institutions or others who
sell each Fund's shares; (b) compensation to employees of the Distributor; (c)
compensation to and expenses, including overhead such as communications and
telephone, training, supplies, photocopying and similar types of expenses, of
the Distributor incurred in the printing and mailing or other dissemination of
all prospectuses and statements of additional information; (e) the costs of
preparation, printing and mailing of reports used for sales literature and
related expenses, advertisements and other distribution-related expenses
(including personnel of the Distributor).

"Service Expenses" shall mean fees for activities covered by the definition of
"service fee" contained in Article III, Section 26(b) of the Rules of Fair
Practice of the National Association of Securities Dealers, Inc., which provides
that service fees shall mean payments by an investment company for personal
service and/or the maintenance of shareholder accounts.

ARTICLE III. MAXIMUM EXPENDITURES

The expenditures to be made by each Fund pursuant to this Plan, and the basis
upon which such expenditures will be made, shall be determined by each Fund, and
in no event shall such expenditures exceed 0.35% of the average daily net asset
value of the Class A shares of any Fund (determined in accordance with each
Fund's prospectus as from time to time in effect) on an annual basis to cover
Distribution Expenses and Service Expenses. Up to 0.25% may be used to cover
Service Expenses. All such expenditures shall be calculated and accrued daily
and paid monthly or at such other intervals as the Board of Directors shall
determine. In the event the Distributor is not fully reimbursed for payments
made or other expenses incurred by it under this Plan, the Distributor shall be
entitled to carry forward such expenses to subsequent fiscal years for
submission to the Class A shares of the applicable Fund for payment, subject
always to the annual maximum expenditures set forth in this Article III;
provided, however, that nothing herein shall prohibit or limit the Directors
from terminating this Plan and all payments hereunder at any time pursuant to
Article VIII hereof. While

<PAGE>

no fund is liable for unreimbursed distribution expenses, in the event of
discontinuation or termination of this Plan as to any Fund(s), the Board may
consider the appropriateness of having the Class A shares of such Fund(s)
reimburse the Distributor for the then outstanding carry forward amounts plus
interest thereon to the extent permitted by applicable law from the effective
date of the Plan.

ARTICLE IV. EXPENSES BORNE BY THE FUNDS

Notwithstanding any other provision of this Plan, the Company, each Fund and its
administrator, may bear the respective expenses to be borne by them under any
administrative services agreement, as from time to time in effect under the
Company's current prospectus. Except as otherwise contemplated by this Plan,
the Company, and each Fund shall not, directly or indirectly, engage in
financing any activity which is primarily intended to or should reasonably
result in the sale of shares of any Fund.

It is recognized that the costs of distributing Fund's shares may exceed the sum
of all sales charges collected on sales of Fund shares and reimbursements made
by the Fund pursuant to Article III of this Plan. In view of this, if and to
the extent that any investment management and administration fees paid by a fund
might be considered as indirectly financing any activity which is primarily
intended to result in the sale of the Fund's shares, the payment by that Fund of
such fees hereby is authorized under this Plan.

ARTICLE V. APPROVAL BY BOARD OF DIRECTORS, SHAREHOLDERS

This Plan shall not take effect with respect to a Fund until: (a) it has been
approved by the vote of the majority of the outstanding voting Class A shares of
a Fund; and (b) it has been approved, together with any related agreements, by
votes cast in person at a meeting called for the purpose of voting on this Plan
and any such related agreements, of a majority of both (I) the Directors of the
Company and (ii) those directors who are not "interested persons" of the Company
and have no direct of indirect financial interest in the operation of this Plan
or any agreements related to it (the "Independent Directors").

ARTICLE VI. CONTINUANCE

<PAGE>

This Plan and any related agreement shall continue in effect with respect to
each Fund until _________________, 19 __, and shall continue thereafter in full
force and effect for successive periods of up to one year provided such
continuance is specifically approved at least annually in the manner provided
for in Article V.

ARTICLE VII. INFORMATION

The Distributor shall provide the Board of Directors and the Board of Directors,
and, in particular, the Independent Directors, shall review, in the exercise of
their fiduciary duties, at least quarterly, a written report of the amounts
expended with respect to the Class A shares of each Fund by the Distributor
under this Plan and the Principal Underwriting Agreement and the purposes for
which such expenditures were made.

ARTICLE VIII. TERMINATION

This Plan may be terminated with respect to any Fund (a) at any time by vote of
a majority of the Independent Directors, or a majority of the applicable Fund's
outstanding voting Class A shares, or (b) by the Distributor on 60 days' notice
in writing to the applicable Fund(s).

Termination or discontinuance of the Plan with respect to the Class A shares of
one Fund shall not affect the continued effectiveness of this Plan with respect
to the Class A shares of any other Fund.

ARTICLE IX. AGREEMENTS

Each agreement with any person relating to implementation of this Plan shall be
in writing, and each agreement related to this Plan shall provide:

(a) That, with respect to each Fund, such agreement may be terminated at any
time, without payment of any penalty, by vote of a majority of the Independent
Directors or by vote of a majority of the Fund's then outstanding voting Class A
shares.

(b) That such agreement shall terminate automatically in the event of its
assignment.

<PAGE>

ARTICLE X. AMENDMENTS

This Plan may not be amended to increase materially the maximum amount of the
fees payable by any Fund hereunder without the approval of a majority of the
outstanding voting Class A shares of the applicable Fund. No material amendment
to the Plan shall, in any event, be effective unless it is approved by the Board
of Directors in the same manner as is provided for in Article V.

ARTICLE XI. PRESERVATION OF DOCUMENTS

The Company shall preserve copies of this Plan (including any amendments
thereto) and any related agreements and all reports made to the Board for a
period of not less than six years from the date of this Plan, the first two
years in an easily accessible place.

ARTICLE XII. LIMITATION OF LIABILITY

No series of the Company shall be responsible for the obligations of any other
series of the Company.

ARTICLE XIII. SELECTION OF DIRECTORS

While this Plan is in effect, the selection and nomination of Directors who are
not interested persons of the Company shall be committed to the discretion of
the Board of Directors who are not interested persons of the Company.

ARTICLE XIV. DEFINED TERMS

As used in this Plan, the terms "majority of the outstanding voting Class A
shares" shall have the same meaning as the phrase "majority of the outstanding
voting securities" has in the Act, and the phrase "interested person" shall have
the same meaning as that phrase has in the Act.

IN WITNESS WHEREOF, the Portfolio has executed this Distribution Plan effective
as of the ___________day of __________, 1996 in Hartford, Connecticut.

<PAGE>

ITT Hartford Mutual Funds, Inc.

By:
-----------------------
Print Name:
Title:

Hartford Securities Distribution
Company, Inc.

By:
------------------------
Print Name:
Title:

<PAGE>

EXHIBIT 15.1

ITT HARTFORD MUTUAL FUNDS, INC.

DISTRIBUTION PLAN

CLASS B SHARES

__________, 1996

ARTICLE I. THE PLAN

This Distribution Plan (the "Plan") sets forth the terms and conditions on which
ITT Hartford Mutual Funds, Inc. (the "Company"), on behalf of ITT Hartford
Capital Appreciation Fund, ITT Hartford Dividend and Growth Fund, ITT Hartford
International Opportunities Fund, ITT Hartford Small Company Fund, ITT Hartford
Stock Fund, ITT Hartford Advisers Fund and the ITT Hartford Bond Income Strategy
Fund (the "Funds," individually, a "Fund"), each a series of the Company, and on
behalf of class B shares of each such Fund (hereinafter, the "Class B shares"),
will, after the effective date hereof, pay certain amounts to Hartford
Securities Distribution Company, Inc. (the "Distributor") in connection with the
provision by the Distributor, of certain services to the Funds and their Class B
shareholders, as set forth herein. Certain of such payments by a Fund may,
under Rule 12b-1 (the "Rule") under the Investment Company Act of 1940, as
amended (the "Act"), be deemed to constitute the financing of distribution by a
Fund of its Class B shares. This Plan describes all material aspects of such
financing as contemplated by the Rule and shall be administered and interpreted,
and implemented and continued, in a manner consistent with the Rule.

ARTICLE II. DISTRIBUTION AND SERVICE EXPENSES

<PAGE>

Each Fund shall pay to the Distributor a fee in the amount specified in Article
III hereof. Such fee may be spent by the Distributor on any activities or
expenses primarily intended to result in the sale of Class B shares of the
Funds, including, but not limited to the payment of Distribution Expenses (as
defined below) and Service Expenses (as defined below). Distribution Expenses
include, but are not limited to, (a) payment of initial and ongoing commissions
and other payments to brokers, dealers, financial institutions or others who
sell each Fund's shares; (b) compensation to employees of the Distributor; (c)
compensation to and expenses, including overhead such as communications and
telephone, training, supplies, photocopying and similar types of expenses, of
the Distributor incurred in the printing and mailing or other dissemination of
all prospectuses and statements of additional information; (e) the costs of
preparation, printing and mailing of reports used for sales literature and
related expenses, advertisements and other distribution-related expenses
(including personnel of the Distributor).

ARTICLE III. MAXIMUM EXPENDITURES

The expenditures to be made by each Fund pursuant to this Plan, and the basis
upon which such expenditures will be made, shall be determined by each Fund, and
in no event shall such expenditures exceed 1.00% of the average daily net asset
value of the Class B shares of any Fund (determined in accordance with each
Fund's prospectus as from time to time in effect) on an annual basis to cover
Distribution Expenses and Service Expenses. Up to 0.25% may be used to cover
Service Expenses. All such expenditures shall be calculated and accrued daily
and paid monthly or at such other intervals as the Board of Directors shall
determine. In the event the Distributor is not fully reimbursed for payments
made or other expenses incurred by it under this Plan, the Distributor shall be
entitled to carry forward such expenses to subsequent fiscal years for
submission to the Class B shares of the applicable Fund for payment, subject
always to the annual maximum expenditures set forth in this Article III;
provided, however, that nothing herein shall prohibit or limit the Directors
from terminating this Plan and all payments hereunder at any time pursuant to
Article VIII hereof. While no fund is liable for unreimbursed distribution
expenses, in the event of

<PAGE>

discontinuation or termination of this Plan as to any Fund(s), the Board may
consider the appropriateness of having the Class B shares of such Fund(s)
reimburse the Distributor for the then outstanding carry forward amounts plus
interest thereon to the extent permitted by applicable law from the effective
date of the Plan.

ARTICLE IV. EXPENSES BORNE BY THE FUNDS

ARTICLE V. APPROVAL BY BOARD OF DIRECTORS, SHAREHOLDERS

This Plan shall not take effect with respect to a Fund until: (a) it has been
approved by the vote of the majority of the outstanding voting Class B shares of
a Fund; and (b) it has been approved, together with any related agreements, by
votes cast in person at a meeting called for the purpose of voting on this Plan
and any such related agreements, of a majority of both (i) the Directors of the
Company and (ii) those directors who are not "interested persons" of the Company
and have no direct of indirect financial interest in the operation of this Plan
or any agreements related to it (the "Independent Directors").

ARTICLE VI. CONTINUANCE

This Plan and any related agreement shall continue in effect with respect to
each Fund

<PAGE>

until _________________, 19 __, and shall continue thereafter in full force and
effect for successive periods of up to one year provided such continuance is
specifically approved at least annually in the manner provided for in Article V.

ARTICLE VII. INFORMATION

The Distributor shall provide the Board of Directors and the Board of Directors,
and, in particular, the Independent Directors, shall review, in the exercise of
their fiduciary duties, at least quarterly, a written report of the amounts
expended with respect to the Class B shares of each Fund by the Distributor
under this Plan and the Principal Underwriting Agreement and the purposes for
which such expenditures were made.

ARTICLE VIII. TERMINATION

This Plan may be terminated with respect to any Fund (a) at any time by vote of
a majority of the Independent Directors, or a majority of the applicable Fund's
outstanding voting Class B shares, or (b) by the Distributor on 60 days' notice
in writing to the applicable Fund(s).

Termination or discontinuance of the Plan with respect to the Class B shares of
one Fund shall not affect the continued effectiveness of this Plan with respect
to the Class B shares of any other Fund.

ARTICLE IX. AGREEMENTS

Each agreement with any person relating to implementation of this Plan shall be
in writing, and each agreement related to this Plan shall provide:

(b) That such agreement shall terminate automatically in the event of its
assignment.

ARTICLE X. AMENDMENTS

<PAGE>

This Plan may not be amended to increase materially the maximum amount of the
fees payable by any Fund hereunder without the approval of a majority of the
outstanding voting Class B shares of the applicable Fund. No material amendment
to the Plan shall, in any event, be effective unless it is approved by the Board
of Directors in the same manner as is provided for in Article V.

ARTICLE XI. PRESERVATION OF DOCUMENTS

ARTICLE XII. LIMITATION OF LIABILITY

No series of the Company shall be responsible for the obligations of any other
series of the Company.

ARTICLE XIII. SELECTION OF DIRECTORS

ARTICLE XIV. DEFINED TERMS

As used in this Plan, the terms "majority of the outstanding voting Class B
shares" shall have the same meaning as the phrase "majority of the outstanding
voting securities" has in the Act, and the phrase "interested person" shall have
the same meaning as that phrase has in the Act.

IN WITNESS WHEREOF, the Portfolio has executed this Distribution Plan effective
as of the ___________day of __________, 1996 in Hartford, Connecticut.

<PAGE>

ITT Hartford Mutual Funds, Inc.

By:
----------------------------
Print Name:
Title:

Hartford Securities Distribution
Company, Inc.

By:
----------------------------
Print Name:
Title:

<PAGE>

EXHIBIT 18

ITT HARTFORD MUTUAL FUNDS, INC.

on behalf of

Multiple Class Plan Pursuant to Rule 18f-3

____________, 1996

Each class of shares of the ITT Hartford Capital Appreciation Fund, ITT
Hartford Dividend and Growth Fund, ITT Hartford International Opportunities
Fund, ITT Hartford Small Company Fund, ITT Hartford Stock Fund, ITT Hartford
Advisers Fund, ITT Hartford Bond Income Strategy Fund and ITT Hartford Money
Market Fund(the "Funds"), each a series of ITT Hartford Mutual Funds, Inc. (the
"Company"), will have the same relative rights and privileges and be subject to
the same sales charges, fees and expenses, except as set forth below. The Board
of Directors may determine in the future that other distribution arrangements,
allocations of expenses (whether ordinary or extraordinary) or services to be
provided to a class of shares are appropriate and amend this Plan accordingly
without the approval of shareholders of any class. Except as set forth in the
Company's prospectus, shares may be exchanged only for shares of the same class
of another Fund in the Company.

Article I. Class A Shares

Class A Shares are sold at net asset value and subject to the initial sales
charge schedule or contingent deferred sales charge and minimum purchase
requirements as set forth in the Company's prospectus. Class A Shares are
subject to

<PAGE>

distribution/service fees calculated as a stated percentage of the net assets
attributable to Class A shares under the Company's Class A Rule 12b-1
Distribution Plan as set forth in such Distribution Plan. The Class A
Shareholders of a Fund have exclusive voting rights, if any, with respect to the
Company's Class A Rule 12b-1 Distribution Plans as it applies to each Fund.
Transfer agency fees, expenses related to transfer agency activities and state
and federal registration fees applicable to Class A Shares are allocated to
Class A Shares. Class A Shares shall be entitled to the shareholder services
set forth from time to time in the Company's prospectus and/or Statement of
Additional Information with respect to Class A Shares.

Article II. Class B Shares

Class B Shares are sold at net asset value per share without the imposition
of an initial sales charge. However, Class B shares redeemed within a specified
number of years of purchase will be subject to a contingent deferred sales
charge as set forth in the Fund's prospectus, unless a waiver described in the
prospectus is applicable. Class B Shares are sold subject to the minimum
purchase requirements set forth in the Company's prospectus. Class B Shares are
sold subject to distribution/service fees calculated as a stated percentage of
the net assets attributable to Company's Class B Shares under the Company's
Class B Rule 12b-1 Distribution Plan as set forth in such Distribution Plan.
The Class B Shareholders of a Fund have exclusive voting rights, if any, with
respect to the Company's Class B Rule 12b-1 Distribution Plan as it applies to
each fund. Transfer agency fees, expenses related to transfer agency
activities and state and federal registration fees applicable to Class B Shares
are allocated to Class B Shares. Class B Shares shall be entitled to the
shareholder services set forth from time to time in the Company's prospectus
and/or Statement of Additional Information with respect to Class B Shares.

Redemption requests placed by shareholders who own both Class A and Class B
Shares of the Fund will be satisfied first by redeeming the shareholder's Class
A Shares, unless the shareholder has made a specific election to redeem Class B
Shares.

Class B Shares will automatically convert to Class A Shares of the
respective Fund at the end of a specified number of years after the initial
purchase date of Class B shares, except as provided in the Company's
prospectus. Such conversion will occur at the relative net asset value per
share of each class without the imposition of any sales charge, fee or other
charge.

For purposes of converting Class B shares to Class A shares, the initial
purchase date for Class B Shares acquired through (i) reinvestment of dividends
on Class B Shares or (ii) exchange from another Fund in the Company will be
deemed to be the date on which the original Class B Shares were purchased.

<PAGE>

Article III. Class Y Shares

Class Y Shares are sold at net asset value per share without the imposition
of an initial sales charge. Transfer agency fees, expenses related to transfer
agency activities and state and federal registration fees are allocated to Class
Y Shares.

Article IV. Allocation of Expenses

Expenses shall be allocated among classes in a manner that is fair and
equitable. Expenses relating to a Fund generally will be allocated among Class
A, Class B and Class Y Shares based upon the relative net assets of each such
Class. Expenses relating only to a particular class shall be allocated to that
class.

Article V. Approval by Board of Directors

This Plan shall not take effect until it has been approved by the vote of a
majority (or whatever greater or lesser percentage may, from time to time, be
required under Rule 18f-3 under the Investment Company Act of 1940, as amended
(the "Act")) of (a) all of the Directors of the Company, on behalf of the Fund,
and (b) those of the Directors who are not "interested persons" of the Company,
as such term may be from time to time defined under the Act.

Article VI. Severability

This Plan is severable as to each Fund. The Board of Directors may amend
this Plan on behalf of one or more funds, in which case a new Plan would be
adopted in respect of any such Fund. In such event, this Plan would remain in
full force and effect as to all other Funds.

Article VII. Amendments

No material amendment to the Plan shall be effective unless it is approved
by the Board of Directors in the same manner as is provided for approval of this
Plan in Article V.