HARTFORD MUTUAL FUNDS INC/CT, 485APOS, 1998-02-06

HARTFORD MUTUAL FUNDS INC/CT
485APOS, 1998-02-06

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<PAGE> 1
As filed with the Securities and Exchange Commission on February 6, 1998

Registration No. 333-02381

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 5 [X]
and/or
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 7 [X]

THE 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
The Hartford Financial Services 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

The Registrant has registered an indefinite number of its shares under the
Securities Act of 1933 pursuant to Section (a)(1) of Rule 24f-2 under the
Investment Company Act of 1940. The Registrant filed the Rule 24f-2 Notice for
its fiscal year ended December 31, 1996 with the Securities and Exchange
Commission on February 26, 1997. The Registrant intends to file the Rule 24f-2
Notice for its fiscal year ended December 31, 1997 on or before March 31, 1998.

It is proposed that this filing will become effective (check appropriate box).
____Immediately upon filing pursuant to paragraph (b)

<PAGE> 2

___ On _____________________________ pursuant to paragraph (b)(l)(v) of Rule 485
___ 60 days after filing pursuant to paragraph (a)(1) of Rule 485
___ On _____________________________pursuant to paragraph (a)(1)of Rule 485
___ 75 days after filing pursuant to paragraph (a)(2) of Rule 485
X On April 22, 1998 pursuant to paragraph (a)(2)of Rule 485
- ---

Registrant has filed this post-effective amendment for the purpose of adding an
additional series to The Hartford Mutual Funds, Inc. (the "Company"). The
Company is comprised of ten series each with Class A, Class B and Class Y
shares. This filing consists of a prospectus for the Class A and Class B shares
of the new series -- The Hartford Growth and Income Fund (the "Fund"), a
prospectus for the Class Y shares of the Fund, and a combined statement of
additional information for the three classes of shares of the Fund. The
prospectuses and combined statements of additional information for the remaining
nine series of the Company are not affected by this post-effective amendment.

<PAGE> 3

THE 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

<TABLE>
<CAPTION>
Form N-1A Item
Number and Caption Location in Prospectus
------------------ ----------------------

<S> <C> <C>
1. Cover Page Cover Page.

2. Synopsis Investor Expenses.

3. Condensed Financial Information Not Applicable.

4. General Description of Registrant Introduction to The Hartford 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 Securities Ownership and Capitalization of the Company,
Dividends, Capital Gains and Taxes.

7. Purchase of Securities Being Offered About Your Account--How to Buy 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.

Form N-1A Item
Number and Caption Location in Statement of Additional Information
------------------ -----------------------------------------------

10. Cover Page Cover Page.

11. Table of Contents Cover Page.

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

13. Investment Objectives and Policies Investment Objectives and Policies of the Funds,
Investment Restrictions.
</TABLE>

<PAGE> 4

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

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

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

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

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

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

20. Tax Status Taxes

21. Underwriters Distribution Arrangements.

22. Calculation of Performance Data Investment Performance.

23. Financial Statements Financial Statements.
</TABLE>

<PAGE> 5

THE HARTFORD GROWTH AND INCOME FUND
PROSPECTUS -- , 1998
CLASS A AND CLASS B SHARES

The Hartford Growth and Income Fund (the "Fund") is a separate series of The
Hartford Mutual Funds, Inc. (the "Company"), a family of ten diversified mutual
funds each with a different investment objective and investment style. The
Fund's investment goal is to seek growth of capital by investing primarily in
equity securities with earnings growth potential. Only the Fund is offered by
this Prospectus.

This Prospectus sets forth concisely the information about the Fund that a
prospective investor should know before investing. Please read and keep this
Prospectus for future reference. Additional information about the Fund has been
filed with the Securities and Exchange Commission ("SEC") in a statement of
additional information dated , 1998 ("SAI"), which is incorporated
by reference into this Prospectus. To obtain a copy of the SAI without charge,
call 1-888-843-7824, or write to The Hartford Growth and Income Fund, c/o The
Hartford Mutual Funds, Inc., P.O. Box 8416, Boston, MA 02266-8416.

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> 6

2 THE HARTFORD GROWTH AND INCOME FUND
- --------------------------------------------------------------------------------
TABLE OF CONTENTS
- --------------------------------------------------------------------------------

PAGE
----

Investor Expenses................................................. 3
Introduction to The Hartford Growth and Income Fund............... 5
Investment Objective and Style of the Fund........................ 5
Investment Policies and Risk Factors.............................. 5
About Your Account................................................ 10
How to Buy Shares............................................ 10
Special Investment Programs and Privileges................... 14
How to Redeem Shares......................................... 15
How to Exchange Shares....................................... 16
Determination of Net Asset Value............................. 17
Shareholder Account Rules and Policies....................... 17
Investor Information Services................................ 18
Management of the Fund............................................ 18
Dividends, Capital Gains and Taxes................................ 19
Ownership and Capitalization of the Fund.......................... 20
General Information............................................... 20

<PAGE> 7

THE HARTFORD GROWTH AND INCOME FUND 3

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INVESTOR EXPENSES
- --------------------------------------------------------------------------------

The expenses and the maximum transaction costs associated with investing in
Class A or Class B shares of the Fund and the estimated aggregate operating
expenses for the Fund are reflected in the following table.

<TABLE>
<CAPTION>
CLASS A CLASS B
------- -------
<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Charge on purchases
(as % of Offering Price) (1)........................ 5.50% None
Maximum Deferred Sales Charge (2)...................... None 5.00%
Redemption Fees (3).................................... None None
Exchange Fees (4)...................................... None None
ANNUAL OPERATING EXPENSES
(AS % OF AVERAGE NET ASSETS)
Management Fees........................................ 0.80% 0.80%
12b-1 Distribution and Service Fees
(after waiver) (5).................................. 0.30% 1.00%
Other Expenses (after reimbursements) (6).............. 0.35% 0.35%
Total Operating Expenses
(after reimbursements) (6).......................... 1.45% 2.15%

</TABLE>

- ---------

(1) If you purchase Class A shares, 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) 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) An $8 charge may be imposed on redemptions of less than $50,000 requested to
be paid by wire transfer. See "Redeeming Shares by Telephone."

(4) 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."

(5) Although the Rule 12b-1 fee for Class A shares is 0.35%, Hartford Securities
Distribution Company (the "Distributor"), has voluntarily agreed to waive
0.05% of such fee through May 1, 1999. This waiver may be discontinued at
any time after such date. See "Distribution and Service Plan for Class A
Shares" and "Distribution and Service Plan for Class B Shares."

(6) The Hartford Financial Services Group, Inc. ("The Hartford"), the parent
company of the Hartford Investment Financial Services Company ("HIFSCO"),
has voluntarily agreed to limit the Other Expenses and Total Operating
Expenses of the Class A and Class B shares of the Fund, exclusive of taxes,
interest, brokerage commissions, certain distribution fees and extraordinary
expenses, until at least May 1, 1999. This policy may be discontinued at any
time after such date. In the absence of such an agreement, the estimated
Other Expenses for the Class A and Class B shares would be 0.52% and 0.59%
and the Total Operating Expenses of the Fund would be 1.62% and 2.39%
respectively.
<PAGE> 8

4 THE HARTFORD GROWTH AND INCOME FUND

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EXPENSE EXAMPLES
- --------------------------------------------------------------------------------

An investor in the Fund 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>
$69 $72 $99 $98
</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>
$69 $22 $99 $68
</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.
<PAGE> 9

THE HARTFORD GROWTH AND INCOME FUND 5

- --------------------------------------------------------------------------------
INTRODUCTION TO THE HARTFORD
GROWTH AND INCOME FUND
- --------------------------------------------------------------------------------

The Fund is a series of The Hartford Mutual Funds, Inc. (the "Company"), an
open-end management company which was organized as a Maryland corporation on
March 21, 1996. The Fund was established and commenced operations .

The Company consists of ten series, each of which is divided into Class A,
Class B and Class Y shares. Only Class A and Class B shares of the Fund are
offered by this prospectus. Each Class incurs different expenses which will
affect performance.

Hartford Investment Financial Services Company ("HIFSCO") is the investment
manager to the Fund. In addition, under HIFSCO's general management, Wellington
Management Company, LLP ("Wellington Management") serves as sub-adviser to the
Fund.

HIFSCO is a majority-owned indirect subsidiary of The Hartford Financial
Services Group, Inc. ("The Hartford"), a Connecticut insurance holding company
with over $100 billion in assets. Wellington Management, a Massachusetts limited
liability 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
1928. As of December 31, 1997, HIFSCO and its affiliates had investment
management authority with respect to approximately $54.9 billion of assets for
various clients. As of the same date, Wellington Management had investment
management authority with respect to approximately $175 billion of assets for
various clients.

The 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 the 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 the Fund. For a description of the Fund's investment
policies and risk factors, see "Investment Policies and Risk Factors."

INVESTMENT OBJECTIVE. The Growth and Income Fund seeks growth of capital
by investing primarily in equity securities with earnings growth potential.

INVESTMENT STYLE. The Growth and Income Fund invests in a diversified
portfolio of primarily equity securities that typically have steady or rising
dividends 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 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. Wellington Management
then uses proprietary quantitative techniques to affirm its fundamental
evaluation of a security. The quantitative techniques evaluate a security using
valuation analysis, which includes use of a dividend discount model and cash
flow analysis, combined with momentum analysis, which includes an assessment of
a company's earnings momentum and stock price momentum. The quantitative
techniques look to affirm the fundamental evaluation by identifying those
securities that are attractive from the fundamental perspective and are also
both inexpensive based on the quantitative valuation factors and timely
according to the quantitative momentum factors. The Fund's portfolio will be
broadly diversified by industry and company. Up to 20% of the Fund's total
assets may be invested in securities of non-U.S. companies.

- --------------------------------------------------------------------------------
MONEY MARKET INSTRUMENTS AND TEMPORARY
INVESTMENT STRATEGIES
- --------------------------------------------------------------------------------

The Fund may hold cash or cash equivalents and invest in high quality money
market instruments under appropriate circumstances and may invest up to 100% of
its assets in cash, cash equivalents or money market instruments only for
temporary defensive purposes.

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; and (7) repurchase agreements.

- --------------------------------------------------------------------------------
REPURCHASE AGREEMENTS
- --------------------------------------------------------------------------------

The 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
<PAGE> 10

6 THE HARTFORD GROWTH AND INCOME FUND
- --------------------------------------------------------------------------------

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. Delays or losses could result if the other party to the
agreement defaults or becomes insolvent. The Company's Board of Directors has
established standards for evaluation of the creditworthiness of the banks and
securities dealers with which the Fund may engage in repurchase agreements and
monitors on a quarterly basis Wellington Management's compliance with such
standards.

- --------------------------------------------------------------------------------
REVERSE REPURCHASE AGREEMENTS
- --------------------------------------------------------------------------------
The Fund may also enter into reverse repurchase agreements. Reverse
repurchase agreements involve sales by a mutual fund of portfolio assets
concurrently with an agreement by a mutual 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 is 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. The Fund will establish
a segregated account with the Company's custodian bank in which it will maintain
cash, cash equivalents or other high quality debt securities equal in value to a
Fund's obligations in respect of reverse repurchase agreements. As a
non-fundamental policy, the Fund will not enter into reverse repurchase
transactions if the combination of all borrowings from banks and the value of
all reverse repurchase agreements for the particular Fund equals more than
33 1/3% of the value of the Fund's total assets.

- --------------------------------------------------------------------------------
DEBT SECURITIES
- --------------------------------------------------------------------------------
The 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);
and (3) 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
- --------------------------------------------------------------------------------
The 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
Wellington Management. These securities are generally referred to as "investment
grade debt securities." Each rating category has within it different gradations
or sub-categories. If the 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, 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 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 Fund may invest up to 5% of its assets in high yield debt securities
(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). Securities rated
below investment grade are commonly referred to as "high yield-high risk
securities" or "junk bonds." Each rating category has within it different
gradations or sub-categories. If a security is downgraded to a rating category
which does not qualify for investment, 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 debt 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 the Fund with a
commensurate effect on the value of the Fund's shares.

- --------------------------------------------------------------------------------
SMALL CAPITALIZATION SECURITIES
- --------------------------------------------------------------------------------
The Fund may invest in equity securities which have less than $2 billion in
market capitalization ("Small Capitalization Securities"). Because the issuers
of Small Capitalization Securities tend to be smaller or less well-established
companies, they may have limited product lines, market share or financial
resources. As a result, Small Capitalization Securities are often less
marketable and experience a higher level of price volatility than securities of
larger or more well-established companies.
<PAGE> 11

THE HARTFORD GROWTH AND INCOME FUND 7
- --------------------------------------------------------------------------------
NON-U.S. SECURITIES
- --------------------------------------------------------------------------------
The Fund is permitted to invest up to 20% of its assets in non-U.S.
securities. The 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.

When selecting non-U.S. securities 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. Compared to the United States and other developed countries,
developing countries may have relatively unstable governments, economies based
on only a few industries, and securities markets that are less liquid and trade
a small number of securities. Prices on these exchanges tend to be volatile and,
in the past, securities in these countries have offered greater potential for
gain (as well as loss) than securities of companies located in developed
countries. See the SAI for additional risk disclosure concerning non-U.S.
securities.
- --------------------------------------------------------------------------------
CURRENCY TRANSACTIONS
- --------------------------------------------------------------------------------
The 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 Fund may enter into currency transactions only with counterparties
that Wellington Management deems to be creditworthy.

The Fund 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
- --------------------------------------------------------------------------------
The Fund may employ certain hedging, income enhancement and risk management
techniques involving options and futures contracts, though such techniques may
result in losses to the Fund. The Fund 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.

The 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.
<PAGE> 12

8 THE HARTFORD GROWTH AND INCOME FUND
- --------------------------------------------------------------------------------

The 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 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 the 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. Options and futures contracts are commonly known as "derivative"
securities.

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SWAP AGREEMENTS
- --------------------------------------------------------------------------------
The 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 the Fund's investment exposure from one
type of investment to another. For example, if the 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 the Fund's
investments and its share price and yield. Swap agreements are commonly known as
"derivative" securities. Because swap agreements are privately negotiated
transactions rather than publicly traded, they may be considered to be illiquid
securities.

- --------------------------------------------------------------------------------
ILLIQUID SECURITIES
- --------------------------------------------------------------------------------
The Fund is permitted to invest up to 15% of its net assets in illiquid
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 the Fund's net asset value. The 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;
<PAGE> 13

THE HARTFORD GROWTH AND INCOME FUND 9
- --------------------------------------------------------------------------------

(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
- --------------------------------------------------------------------------------
The 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 Fund generally
purchases securities on a when-issued basis with the intention of acquiring the
securities, the Fund may sell the securities before the settlement date if
Wellington Management deems it advisable. At the time the 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
- --------------------------------------------------------------------------------
The Fund is permitted to invest in other investment companies. Securities
in certain countries are currently accessible to the Fund 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. The 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
- --------------------------------------------------------------------------------
The 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. The Fund 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 the Fund is not more than 33 1/3% of
the Fund's total assets.

- --------------------------------------------------------------------------------
OTHER RISK FACTORS
- --------------------------------------------------------------------------------
As a mutual fund that primarily invests in equity and/or debt securities,
the 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 Fund invests will tend to increase when
interest rates are falling and to decrease when interest rates are rising.

The Fund should not 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 the Fund.

There can be no assurance that the investment objectives of the Fund will
be met. In addition, the risk inherent in investing in the Fund 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 the Fund.

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

- --------------------------------------------------------------------------------
INVESTMENT LIMITATIONS
- --------------------------------------------------------------------------------
The Fund has adopted certain limitations in an attempt to reduce exposure
to specific situations. Some of these limitations are that the Fund will not:

(a) invest more than 25% of its assets in any one industry;

(b) borrow money, except from banks, and then only in amounts not exceeding
33 1/3% of the value of the Fund's total assets (although for purposes of
this restriction reverse repurchase agreements are not considered
borrowings, as a non-fundamental operating policy, the Fund will limit
combined borrowings and reverse repurchase transactions to 33 1/3% of the
value of the Fund's total assets);

(c) with respect to 75% of the value of the Fund's total assets, purchase the
securities of any issuer (other than cash, cash items or securities issued
or guaranteed by
<PAGE> 14

10 THE HARTFORD GROWTH AND INCOME FUND
- --------------------------------------------------------------------------------

the U.S. Government, its agencies, instrumentalities or authorities) if:

(1) 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

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

These investment restrictions are considered at the time investment
securities are purchased. The limitations described above, except as noted under
(b), and those listed under Fundamental Restrictions of the Funds, in the SAI,
are considered fundamental and as such can only be changed with the approval of
a majority of the Fund's shareholders.

- --------------------------------------------------------------------------------
CERTAIN INFORMATION ABOUT PERFORMANCE
- --------------------------------------------------------------------------------
From time to time, the Fund's total return may be included in
advertisements, sales literature, or shareholder reports. All figures are based
upon historical earnings and are not intended to indicate future performance.

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 Fund will be contained in
the Fund's annual report to shareholders, which you may obtain without charge by
writing to the Fund's address or calling the telephone number set forth on the
cover page of this Prospectus.

- --------------------------------------------------------------------------------
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 by mailing to The
Hartford Mutual Funds, Inc., P.O. Box 8416, Boston, MA 02266-8416, a completed
account application and a check, payable to The Hartford Mutual Funds. Or you
may telephone 1-888-843-7824 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 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, in both cases, 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. 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, Martin Luther King Day, President's Day,
Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and
Christmas Day.

The Fund and the Distributor or Transfer Agent reserve the right to reject
any order for the purchase of the 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 for the Fund must be at least $1,000, except
for purchases made by employees of The 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 employer-sponsored tax qualified retirement plans for which the
minimum is $250. There is a $100 minimum amount for subsequent purchases ($25
for participants in employer-sponsored tax qualified retirement plans) except as
referenced above.

For an initial purchase of shares by wire, you must first telephone the
Transfer Agent at 1-888-843-7824 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: ABA #011000028, State Street Bank & Trust Company,
Boston, MA, Account #: 9905-205-2, FBO: The Hartford Mutual Funds, Fund Name and
Class, Shareholder Account Number, Shareholder 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
<PAGE> 15

THE HARTFORD GROWTH AND INCOME FUND 11
- --------------------------------------------------------------------------------

funds wired, but the right to charge for this service is
reserved.

The Fund offers investors three different classes of shares -- Class A,
Class B and Class Y. Class A and Class B shares are offered by this prospectus.
The different classes of shares represent investments in the same portfolio of
securities but are subject to different expenses and will likely have different
share prices. All share purchase orders that fail to specify a class will be
invested in Class A shares.

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. The current
sales charge rates and commissions paid to dealers and brokers are as follows:

<TABLE>
<CAPTION>
FRONT-END FRONT-END COMMISSION
SALES CHARGE SALES CHARGE AS
AS A AS A PERCENTAGE
PERCENTAGE OF PERCENTAGE OF OF
OFFERING PRICE AMOUNT INVESTED OFFERING
-------------- --------------- ----------
<S> <C> <C> <C>
AMOUNT OF PURCHASE
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 Distributor reserves the right to remit the entire amount of the sales
commission to broker-dealers. The Distributor may pay dealers of record
commissions on purchases over $1 million an amount up 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. In addition, the Distributor may provide compensation
to dealers of record for shares purchased without a sales charge under
circumstances described in "Waiver of Class A Initial Sales Charge."

The Distributor may 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 the Funds. Other programs may provide, subject to certain conditions,
additional compensation to broker-dealers based on a combination of aggregate
shares sold and increases of assets under management. All of the above payments
will be made by the Distributor or its affiliates out of their own assets. These
programs will not change the price an investor will pay for shares or the amount
that a Fund will receive from such sale.

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 Company's 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
initial 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.

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 shares of the Fund, and
other funds of the Company, 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 the 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 all shares of any of the
other funds in the Company previously purchased and then owned. In addition, if
you are a natural owner of a Hartford Director (or version thereof) variable
annuity or single premium variable life contract or any such contract as
specified in the SAI, ("Qualified Contracts"), and you notify your broker that
you own one or more Qualified Contracts, the current account 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.
<PAGE> 16

12 THE HARTFORD GROWTH AND INCOME FUND
- --------------------------------------------------------------------------------

Qualifying investments include those by you and members of your family, 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 the Fund will be determined by aggregating the net asset value of all
the funds of the Company (and current account value of Qualified Contracts
assuming proper notification as discussed under "Combined Purchases" above)
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 funds of
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 the SAI and the account application for
further details.

Waiver of Class A Initial Sales Charge. 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 of
shares of the Company, (2) present or former officers, directors and employees
(and their families) of the Company, The Hartford, 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 plan provided that the total initial amount
invested by the plan totals $500,000 or more, or the plan has 100 or more
employees eligible to participate at the time of purchase; (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
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 an investment company on which an initial sales charge or contingent
deferred sales charge was paid.

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 annually to no more
than 12% of the current account value at the time the Plan is initiated, (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 oc-
<PAGE> 17

THE HARTFORD GROWTH AND INCOME FUND 13
- --------------------------------------------------------------------------------

curred 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 Initial Sales Charge."

Distribution and Service Plan for Class A Shares. The Fund has adopted a
Distribution and Service 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. Up to 0.25% of the fee may
be used for shareholder servicing expenses with the remainder used for
distribution expenses. The Rule 12b-1 fee for each Fund has been voluntarily
capped at 0.30% through May 1, 1999. 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. 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.

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.

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
AS A %
REDEMPTION DURING: 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.

The Distributor will pay commissions to dealers of 3.75% of the purchase
price of Class B shares purchased through dealers. The Distributor will also
advance to dealers the first year service fee payable under the Fund's Class B
Distribution Plan (see Distribution and Service Plan for Class B Shares below)
at a rate of 0.25% of the purchase price of such shares. Therefore, the total
amount paid to a dealer upon the sale of Class B shares is 4% of the purchase
price of the shares (commission rate of 3.75% plus a service fee equal to 0.25%
of the purchase price).

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 under a Systematic Withdrawal Plan for no
more than 12% of the account value annually (measured from the date the Transfer
Agent receives the request), (2) redemptions from accounts following the death
or disability of a shareholder or the settlor of a living trust as long as the
settlor or the settlor's spouse are the sole beneficiaries of the trust (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), (3) redemptions made to effect distributions from an Individual
Retirement Account either before or after age 59 1/2, as long as the
distributions are based on your life expectancy or the joint-and-last survivor
life expectancy of you and your beneficiary and such distributions are free from
penalty under the Code, (4) redemptions made to effect mandatory distributions
under the Code after age 70 1/2 from a tax-deferred retirement plan, (5)
redemptions made to effect distributions to participants or beneficiaries from
certain employer-sponsored retirement plans, including those qualified under
Section 401(a) of the Code, custodial accounts under Section 403(b)(7) of the
Code and deferred compensation plans under Section 457 of the Code. The waiver
also applies to certain returns of excess contributions made to
<PAGE> 18

14 THE HARTFORD GROWTH AND INCOME FUND
- --------------------------------------------------------------------------------

these plans. In all cases, the distributions must be free from penalty under the
Code. 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. Ninety-six 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.

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 with the remainder used for
distribution expenses.

- --------------------------------------------------------------------------------
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 1-888-843-7824 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. Sales charges
and initial purchase minimums apply.

Automatic Investment Plans let you make regular monthly or quarterly
investments through an automatic withdrawal from your bank account ($50 minimum)
and you can enroll when you establish your account. Sales charges will apply.

Dollar Cost Averaging Investment Programs ("DCA") let you set up monthly or
quarterly exchanges in amounts of $100 or more from one of the Company's funds
to the same class of shares of any other Company fund. Sales charges may apply
where a shareholder invests in the Company's money market fund and then seeks to
exchange into a Company fund where sales charges are applicable. Use of DCA
permits the purchase of shares of a Company 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 of the Company's funds into
shares of the same class of another of the Company's funds. 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. All shareholder accounts involved in an ADD program must have
identical registrations.

Exchange Privilege. You may exchange your shares of one of the Company's
funds for shares of the same class of any other Company fund. In the case of
exchanges from the Company's money market fund to Class A shares of another of
the Company's funds, 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 of the Company's funds and purchased from
the other Company 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 owner(s) of the account. If this privilege is requested when the
account is established, no signature guarantee is needed. If this privilege is
added
<PAGE> 19

THE HARTFORD GROWTH AND INCOME FUND 15
- --------------------------------------------------------------------------------

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 the Fund and for Class A shares subject to a CDSC are permitted only
for payments that are no more than 12% 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 the Fund except the
Company's 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 shares, you have
up to 180 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 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, SEPIRAs,
SIMPLE IRAs, 401(k) and 457 Plans. Please call the Transfer Agent for the
Company's plan documents, which contain important information and applications.

- --------------------------------------------------------------------------------
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 by
the Transfer Agent. The Fund offers you a number of ways to sell your shares: in
writing, 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 1-888-843-7824 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 the 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:
The Hartford Mutual Funds, Inc.
P.O. Box 8416
Boston, MA 02266-8416

Send courier or Express Mail requests to:
Boston Financial Data Services
Attn.: The Hartford Mutual Funds, Inc.
Two Heritage Drive
Quincy, MA 02171

16 THE HARTFORD GROWTH AND INCOME FUND
- --------------------------------------------------------------------------------

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.

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.

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 the 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 of less than $50,000, which will be deducted from such proceeds. There
is no fee for ACH transfers.

- --------------------------------------------------------------------------------
HOW TO EXCHANGE SHARES
- --------------------------------------------------------------------------------
Shares of a Company fund may be exchanged for shares of the same class of
another Company fund at net asset value per share at the time of exchange.
Exchanges of shares involve a redemption of the shares of the Company fund you
own and a purchase of shares of the other Company fund. Exchanges may be
requested in writing or by telephone.

For written exchange requests you should submit The 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 1-888-843-7824. 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 Company fund you are exchanging into must be registered for sale in
your state.

You may exchange only between Company 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 Company 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 Company 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 Company fund into
another is $500 or the entire balance if less.

Exchanges of shares of the Class A shares of the Company's money market
fund for shares of any other Company fund which carry a front-end sales charge
are subject to the sales charge applicable to such other Company fund. Class A
shares of the Company's money market fund acquired by exchange of shares of
another Company 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, Class A
shares of the Company's money market fund acquired through an exchange of shares
which are subject to a CDSC will continue to be subject to a CDSC 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 Company's money market fund shares.

Except as noted above, you may exchange your shares of the Fund for shares
of the same class of any other Company 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 Company fund, the CDSC will be calculated based on the date on
which you acquired the original Class B shares.

The Fund reserves the right to refuse or delay exchanges by any person or
group if, in Wellington Management's judgment, the 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 Company 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 the Fund will attempt to give you prior notice whenever it is
reasonably able to do so, it may impose these restrictions at any time. The Fund
reserves the right
<PAGE> 21

THE HARTFORD GROWTH AND INCOME FUND 17
- --------------------------------------------------------------------------------

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
the 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 the 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.
Foreign securities are valued on the basis of quotations from the primary market
in which they are traded, and are translated from the local currency into U.S.
dollars using current exchange rates. Short-term investments that will mature in
60 days or less are also valued at amortized cost, which approximates market
value.

- --------------------------------------------------------------------------------
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 HIFSCO at any time the Board or HIFSCO 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 the 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 Fund does not use reasonable
procedures the Fund may be liable for losses due to unauthorized transactions,
but otherwise the Fund 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 Fund'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 the 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 and made payable to The Hartford Mutual Funds, or in the case of a
retirement account, to the custodian or trustee. 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 as a result of shareholder action such as
a redemption or transfer 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.
<PAGE> 22

18 THE HARTFORD GROWTH AND INCOME FUND
- --------------------------------------------------------------------------------

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 access via a toll-free number (1-888-843-7824)
for the following information and services:

Fund Information

- - Investment objectives

- - Performance

- - Share prices

Account Information

- - Current balances

- - Last purchase or sale transaction

- - Last dividend distribution

Transaction Services

- - Exchanges

- - Redemptions

- - Duplicate tax forms

- - Confirmation statements

In addition, telephone representatives are available during normal business
hours (8:00 A.M. to 6:00 P.M. Eastern Time) to provide the information and
services you need.

Call 1-888-843-7824 for the above information or 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.

Confirmation statements will be generated after every transaction (except
reinvestments, automatic investments and automatic payroll investments) that
affect your account balance or your account registration. Quarterly consolidated
account statements will be sent for all accounts. It is the responsibility of
the shareholder to review the accuracy of transactions and to notify the
transfer agent of any errors within 15 days of the date of the confirmation.
Financial reports will be generated for the Fund every six months.

- --------------------------------------------------------------------------------
MANAGEMENT OF THE FUND
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
MANAGEMENT SERVICES
- --------------------------------------------------------------------------------
Hartford Investment Financial Services Company ("HIFSCO") serves as
investment manager to the Fund pursuant to an investment management agreement
dated , 1998. As of December 31, 1997, HIFSCO and its affiliates
held discretionary management authority with respect to approximately $54.9
billion of client assets. HIFSCO also provides administrative personnel,
services, equipment and facilities and office space for the proper operation of
the Company. HIFSCO has contracted with Wellington Management for the provision
of day to day investment management services to the Fund in accordance with the
Fund's investment objective and policies.

- --------------------------------------------------------------------------------
MANAGEMENT FEES
- --------------------------------------------------------------------------------
The Fund pays a monthly management fee to HIFSCO which is based on a stated
percentage of the Fund's average daily net asset value as follows:

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>

HIFSCO, Hartford Plaza, Hartford, Connecticut 06115, is an indirect
majority-owned subsidiary of The Hartford and was organized under the laws of
Delaware in 1996. The 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. HL Investment Advisors, Inc.,
an affiliate of HIFSCO, serves as investment manager to several other mutual
funds sponsored by The 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 HIFSCO:
Lowndes A. Smith, Chairman of the Board of the Company, is a Director and
President of HIFSCO; Joseph H. Gareau, President and a Director of the Company,
is a Director and the Executive Vice President of HIFSCO; Thomas M. Marra, Vice
President of the Company, is a Director and Executive Vice President of HIFSCO;
Peter W. Cummins, Vice President of the Company, is a Director and Vice
President of HIFSCO; Andrew W. Kohnke, Vice President of the Company, is a
Director and Vice President of HIFSCO; George R. Jay, Treasurer and Controller
of the Company, is Controller of HIFSCO; and Kevin J. Carr, Assistant Secretary
and Counsel of the Company, is Assistant Secretary of HIFSCO.
<PAGE> 23

THE HARTFORD GROWTH AND INCOME FUND 19
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
INVESTMENT SUB-ADVISORY AND OTHER SERVICES
- --------------------------------------------------------------------------------
Wellington Management serves as sub-adviser to the Fund pursuant to an
investment sub-advisory agreement, dated as of , 1998.

In connection with the services provided to the Fund, 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 the Fund and to the general supervision of the
Company's Board of Directors and HIFSCO) and places, in the name of the Fund,
all orders for execution of the Fund's 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 Fund.

For services rendered to the Fund, Wellington Management charges a
quarterly fee to HIFSCO. The Fund 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 100% of its sub-advisory fee until
shareholder assets of the Fund reach $50 million (exclusive of money invested by
HIFSCO or its affiliates). 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 the Fund:

NET ASSET VALUE ANNUAL RATE
- --------------- -----------
<S> <C>
First $50,000,000........................ 0.325%
Next $100,000,000........................ 0.250%
Next $350,000,000........................ 0.200%
Next $500,000,000........................ 0.150%
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 1928. As of December 31, 1997, Wellington Management held
discretionary management authority with respect to approximately $175 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 MANAGER
- --------------------------------------------------------------------------------
James A. Rullo, CFA and Vice President of Wellington Management, serves as
portfolio manager to the Fund. Prior to joining Wellington Management in 1994 as
a quantitative analyst and portfolio manager, Mr. Rullo was a portfolio manager
with PanAgora Asset Management from 1991 to 1994 and prior to that with The
Boston Company from 1987.

- --------------------------------------------------------------------------------
PORTFOLIO TURNOVER
- --------------------------------------------------------------------------------
The Fund may sell a portfolio investment soon after its acquisition if
Wellington Management believes 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
the Fund's portfolio turnover rate will not exceed 100%.

- --------------------------------------------------------------------------------
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. 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.

- --------------------------------------------------------------------------------
DIVIDENDS, CAPITAL GAINS
AND TAXES
- --------------------------------------------------------------------------------
DIVIDENDS. The 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 Fund, and capital gains,
if any, will be declared and paid annually. Unless shareholders specify
otherwise, all dividends and distributions will be automatically reinvested in
additional full or fractional shares of the Fund.

DISTRIBUTION OPTIONS. When you open your account, specify on your
application how you want to receive your distributions. For The Hartford Mutual
Funds retirement
<PAGE> 24

20 THE HARTFORD GROWTH AND INCOME FUND
- --------------------------------------------------------------------------------

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 Capital Gains Only. You can elect to reinvest 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 Hartford Mutual Funds Account. You
can reinvest all distributions in another 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.
Capital gains attributable to the Fund are taxable as such to shareholders when
distributed. 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.

OWNERSHIP AND CAPITALIZATION
OF THE FUND

CAPITAL STOCK

The authorized capital stock of the Fund consists of 300 million shares at
a par value of $.001 per share.

The Board of Directors is authorized, without further shareholder approval,
to authorize additional shares and to classify and reclassify the Fund into one
or more classes. Accordingly, the Directors have authorized the issuance of
three classes of shares of the Fund designated as Class A, Class B and Class Y
shares. The shares of each class represent an interest in the same portfolio of
investments of the Fund 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 Fund 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 Fund will issue unaudited semiannual reports showing current
investments in the Fund and other information and annual financial statements
examined by independent auditors for the Fund.

DISTRIBUTOR

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

TRANSFER AGENT

Boston Financial Data Services, Inc., Two Heritage Drive, Quincy, MA 02171
serves as transfer agent to the Fund.
<PAGE> 25

THE HARTFORD GROWTH AND INCOME FUND 21
- --------------------------------------------------------------------------------

CUSTODIAN

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

CLASS Y SHARES

The Fund also offers Class Y Shares which are available only to the
following types of institutional investors: (i) Tax qualified plans which have
(A) at least $10 million in plan assets, or (B) 750 or more employees eligible
to participate at the time of purchase, (ii) Banks and insurance companies
purchasing shares for their own account; (iii) investment companies; (iv)
Tax-qualified retirement plans of The Hartford, 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.

The 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
the Transfer Agent, at 1-888-843-7824 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 The Hartford Growth and Income Fund,
c/o The Hartford Mutual Funds, Inc., P.O. Box 8416, Boston, MA 02266-8416, or
call 1-888-843-7824.

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.
<PAGE> 26

THE HARTFORD GROWTH AND INCOME FUND
PROSPECTUS -- , 1998
CLASS Y SHARES

The Hartford Growth and Income Fund (the "Fund") is a separate series of The
Hartford Mutual Funds, Inc. (the "Company"), a family of ten diversified mutual
funds each with a different investment objective and style. The Fund's
investment goal is to seek growth of capital by investing primarily in equity
securities with earnings growth potential. Only the Fund is offered by this
Prospectus.

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> 27

PAGE
----

Investor Expenses.................................................. 3
Introduction to The Hartford Growth and Income Fund................ 4
Investment Objective and Style of the Fund......................... 4
Investment Policies and Risk Factors............................... 4
About Your Account................................................. 9
How to Buy Shares............................................. 9
Special Investment Programs and Privileges.................... 10
How to Redeem Shares.......................................... 10
How to Exchange Shares........................................ 11
Determination of Net Asset Value.............................. 11
Shareholder Account Rules and Policies........................ 11
Investor Information Services................................. 12
Management of the Fund............................................. 13
Dividends, Capital Gains and Taxes................................. 14
Ownership and Capitalization of the Fund........................... 15
General Information................................................ 15

<PAGE> 28

THE HARTFORD GROWTH AND INCOME FUND 3

- --------------------------------------------------------------------------------
INVESTOR EXPENSES
- --------------------------------------------------------------------------------
The expenses and the maximum transaction costs associated with investing in
Class Y shares of the Fund and the estimated aggregate operating expenses for
the Fund are reflected in the following table.

<TABLE>
<CAPTION>
CLASS Y
-------
<S> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Charge on purchases
(as % of Offering Price)........................................... None
Maximum Deferred Sales Charge........................................ None
Redemption Fees (1).................................................. None
Exchange Fees........................................................ None

ANNUAL OPERATING EXPENSES (AS % OF AVERAGE NET ASSETS)
Management Fees...................................................... 0.80%
12b-1 Distribution and Service Fees.................................. None
Other Expenses (after reimbursements) (2)............................ 0.20%
Total Operating Expenses (after reimbursements) (2).................. 1.00%

</TABLE>

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

(1) An $8 charge may be imposed on redemptions of less than $50,000 requested to
be paid by wire transfer. See "Redeeming Shares by Telephone."

(2) The Hartford Financial Services Group, Inc. ("The Hartford"), the parent
company of the Hartford Investment Financial Services Company ("HIFSCO"),
has voluntarily agreed to limit the Other Expenses and Total Operating
Expenses of the Class Y shares of the Fund, exclusive of taxes, interest,
brokerage commissions, certain distribution fees and extraordinary expenses,
until at least May 1, 1999. This policy may be discontinued at any time
after such date. In the absence of such an agreement, the estimated Other
Expenses for the Class Y shares would be 0.52% and the Total Operating
Expenses of the Fund would be 1.32%, respectively.

- --------------------------------------------------------------------------------
EXPENSE EXAMPLES
- --------------------------------------------------------------------------------
An investor in the Fund 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>
$10 $32
</TABLE>
<PAGE> 29

4 THE HARTFORD GROWTH AND INCOME FUND
- --------------------------------------------------------------------------------
INTRODUCTION TO THE HARTFORD
GROWTH AND INCOME FUND
- --------------------------------------------------------------------------------
The Fund is a series of The Hartford Mutual Funds, Inc. (the "Company"), an
open-end management investment company which was organized as a Maryland
corporation on March 21, 1996. The Fund was established , 1998 and
commenced operations , 1998.

The Company consists of ten series, each of which is divided into Class A,
Class B and Class Y shares. Only Class Y shares of the Fund are offered by this
prospectus. Each Class incurs different expenses which will affect performance.

- --------------------------------------------------------------------------------
INVESTMENT OBJECTIVE
AND STYLE OF THE FUND
- --------------------------------------------------------------------------------
The 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 the 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 the Fund. For a description of the Fund's investment
policies and risk factors, see "Investment Policies and Risk Factors."

INVESTMENT OBJECTIVE. The Growth and Income Fund seeks growth of capital
by investing primarily in equity securities with earnings growth potential.

- --------------------------------------------------------------------------------
INVESTMENT POLICIES AND
RISK FACTORS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
MONEY MARKET INSTRUMENTS AND TEMPORARY
INVESTMENT STRATEGIES
- --------------------------------------------------------------------------------
The Fund may hold cash or cash equivalents and invest in high quality money
market instruments under appropriate circumstances and may invest up to 100% of
its assets in cash, cash equivalents or money market instruments only for
temporary defensive purposes.

- --------------------------------------------------------------------------------
REPURCHASE AGREEMENTS
- --------------------------------------------------------------------------------
The 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
<PAGE> 30

THE HARTFORD GROWTH AND INCOME FUND 5
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
REVERSE REPURCHASE AGREEMENTS
- --------------------------------------------------------------------------------
The Fund may also enter into reverse repurchase agreements. Reverse
repurchase agreements involve sales by a mutual fund of portfolio assets
concurrently with an agreement by a mutual 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 is 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. The Fund will establish
a segregated account with the Company's custodian bank in which it will maintain
cash, cash equivalents or other high quality debt securities equal in value to
the Fund's obligations in respect of reverse repurchase agreements. As a
non-fundamental policy, the Fund will not enter into reverse repurchase
transactions if the combination of all borrowings from banks and the value of
all reverse repurchase agreements for the particular Fund equals more than
33 1/3% of the value of the Fund's total assets.

- --------------------------------------------------------------------------------
INVESTMENT GRADE DEBT SECURITIES
- --------------------------------------------------------------------------------
The 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
Wellington Management. These securities are generally referred to as "investment
grade debt securities." Each rating category has within it different gradations
or sub-categories. If the 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, 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 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 Fund each may invest up to 5% of its assets in high yield debt
securities (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).
Securities rated below investment grade are commonly referred to as "high
yield-high risk securities" or "junk bonds". Each rating category has within it
different gradations or sub-categories. If a security is downgraded to a rating
category which does not qualify for investment, 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 debt 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 the
Fund with a commensurate effect on the value of the Fund's shares.

- --------------------------------------------------------------------------------
NON-U.S. SECURITIES
- --------------------------------------------------------------------------------
The Fund is permitted to invest up to 20% of its assets in non-U.S.
securities. The Fund may invest in American
<PAGE> 31

6 THE HARTFORD GROWTH AND INCOME FUND
- --------------------------------------------------------------------------------

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.

- --------------------------------------------------------------------------------
CURRENCY TRANSACTIONS
- --------------------------------------------------------------------------------
The 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.

The 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.

THE HARTFORD GROWTH AND INCOME FUND 7
- --------------------------------------------------------------------------------

cies 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 the Fund's portfolio, after taking into account the unrealized profits and
unrealized losses on any such contracts the Fund has entered into.

The 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 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 the 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 the 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. Options and futures contracts are commonly known as "derivative"
securities.

- --------------------------------------------------------------------------------
ILLIQUID SECURITIES
- --------------------------------------------------------------------------------
The Fund is permitted to invest up to 15% of its net assets in illiquid
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 the Fund's net asset value. The 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 market-
<PAGE> 33

8 THE HARTFORD GROWTH AND INCOME FUND
- --------------------------------------------------------------------------------

able; and (4) any other securities in which a Fund may invest that are not
readily marketable.

(a) invest more than 25% of its assets in any one industry;

(c) with respect to 75% of the value of the Fund's total assets, purchase the
securities of any issuer (other than cash, cash items or securities issued
or guaranteed by the U.S. Government, its agencies, instrumentalities or
authorities) if:

(1) 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

(2) such purchase would at the time result in more than 10% of the
outstanding voting securities of such issuer being held by the Fund.
<PAGE> 34

THE HARTFORD GROWTH AND INCOME FUND 9
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
CERTAIN INFORMATION ABOUT PERFORMANCE
- --------------------------------------------------------------------------------
From time to time, the Fund's return may be included in advertisements,
sales literature, or shareholder reports. All figures are based upon historical
earnings and are not intended to indicate future 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 Hartford Mutual Funds, Inc., P.O. Box 8416, Boston, MA
02266-8416, a completed account application and a check, payable to The Hartford
Mutual Funds. Or you may telephone 1-888-843-7824 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 plans which have (A) at
least $10 million in plan assets, or (B) have 750 or more employees eligible to
participate at the time of purchase, (ii) banks and insurance companies
purchasing shares for their own account; (iii) investment companies; (iv)
tax-qualified retirement plans of The Hartford, Wellington Management or broker-
dealer wholesalers and their affiliates.

Purchase orders 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, in both cases, 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. 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, Martin Luther King 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.

The Fund offers investors three different classes of shares -- Class A,
Class B and Class Y. Class Y shares are offered by this prospectus. The
different classes of shares
<PAGE> 35

10 THE HARTFORD GROWTH AND INCOME FUND
- --------------------------------------------------------------------------------

represent investments in the same portfolio of securities but are subject to
different expenses and will likely have different share prices.

The Distributor may 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. Other programs may provide, subject to
certain conditions, additional compensation to brokerdealers based on a
combination of aggregate shares sold and increases of assets under management.
All of the above payments will be made by the Distributor or its affiliates out
of their own assets. These programs will not change the price an investor will
pay for shares or the amount that a Fund will receive from such sale.

- --------------------------------------------------------------------------------
SPECIAL INVESTMENT PROGRAMS AND PRIVILEGES
- --------------------------------------------------------------------------------
Exchange Privilege. You may exchange your shares of one of the Company's
funds for shares of the same class of any other Company fund. In the case of
exchanges from the Company's money market fund to Class A shares of another of
the Company's funds, 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 of the Company's funds and purchased from
the other Company 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.

- --------------------------------------------------------------------------------
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 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
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 1-888-843-7824 for assistance.

- - 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 the 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:
The Hartford Mutual Funds, Inc.
P.O. Box 8416
Boston, MA 02266-8416

Send courier or Express Mail requests to:
Boston Financial Data Services
Attn.: The Hartford Mutual Funds, Inc.
Two Heritage Drive
Quincy, MA 02171

REDEEMING SHARES BY TELEPHONE. You may also redeem shares by telephone by
calling 1-888-843-7824. 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.

THE HARTFORD GROWTH AND INCOME FUND 11
- --------------------------------------------------------------------------------

You may be charged a fee of up to $8 for wire transfers of redemption
proceeds of less than $50,000, which will be deducted from such proceeds. There
is no fee for ACH transfers.

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

For telephone exchange requests you should call 1-888-843-7824. 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 Company fund you are exchanging into must be registered for sale in
your state.

You may exchange only between Company 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
Company fund.

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

- --------------------------------------------------------------------------------
DETERMINATION OF NET ASSET VALUE
- --------------------------------------------------------------------------------
The Net Asset Value Per Share is determined for each class of shares for
the 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 the 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.
Foreign securities are valued on the basis of quotations from the primary market
in which they are traded, and are translated from the local currency into U.S.
dollars using current exchange rates. Short-term investments that will mature in
60 days or less are also valued at amortized cost, which approximates market
value.

Telephone Transaction Privileges for purchases, redemptions or exchanges
may be modified, suspended or terminated by the Fund at any time. If an account
has more than
<PAGE> 37

12 THE HARTFORD GROWTH AND INCOME FUND
- --------------------------------------------------------------------------------

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.

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 Fund's shares.

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.

Fund Information

- - Investment objectives

- - Performance

- - Share prices

Account Information

- - Current balances

- - Last purchase or sale transaction

- - Last dividend distribution

Transaction Services

- - Exchanges

- - Redemptions

- - Duplicate tax forms

- - Confirmation statements

In addition, telephone representatives are available during normal business
hours (8:00 A.M. to 6:00 P.M. Eastern Time) to provide the information and
services you need.

THE HARTFORD GROWTH AND INCOME FUND 13
- --------------------------------------------------------------------------------

MANAGEMENT OF THE FUND
MANAGEMENT SERVICES

Hartford Investment Financial Services Company ("HIFSCO") serves as
investment manager to the Fund pursuant to an investment management agreement
dated , 1998. As of December 31, 1997, HIFSCO and its affiliates
held discretionary management authority with respect to approximately $54.9
billion of client assets. HIFSCO also provides administrative personnel,
services, equipment and facilities and office space for the proper operation of
the Company. HIFSCO has contracted with Wellington Management for the provision
of day to day investment management services to the Fund in accordance with the
Fund's investment objective and policies.
MANAGEMENT FEES

The Fund pays a monthly management fee to HIFSCO 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>

Wellington Management serves as sub-adviser to the Fund pursuant to an
investment sub-advisory agreement, dated as of , 1998.

<TABLE>
<CAPTION>
NET ASSET VALUE ANNUAL RATE
- ----------------------------------------- -----------
<S> <C>
First $50,000,000........................ 0.325%
Next $100,000,000........................ 0.250%
Next $350,000,000........................ 0.200%
Next $500,000,000........................ 0.150%
Over $1 Billion.......................... 0.125%
</TABLE>

James A. Rullo, CFA and Vice President of Wellington Management, serves as
portfolio manager to the Fund. Prior to joining Wellington Management in 1994 as
a quantitative analyst and portfolio manager, Mr. Rullo was a portfolio manager
with PanAgora Asset Management from
<PAGE> 39

14 THE HARTFORD GROWTH AND INCOME FUND
- --------------------------------------------------------------------------------

1991 to 1994 and prior to that with The Boston Company from 1987.

- --------------------------------------------------------------------------------
DIVIDENDS, CAPITAL GAINS AND TAXES
- --------------------------------------------------------------------------------
Dividends. The 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 Fund, and capital gains,
if any, will be declared and paid annually. Unless shareholders specify
otherwise, all dividends and distributions will be automatically reinvested in
additional full or fractional shares of the Fund.

Distribution Options. When you open your account, specify on your
application how you want to receive your distributions. For The Hartford Mutual
Funds retirement accounts, all distributions are reinvested. For other accounts,
you have four 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 Capital Gains Only. You can elect to reinvest 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.

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.
Capital gains attributable to the Fund are taxable as such to shareholders when
distributed. 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.

THE HARTFORD GROWTH AND INCOME FUND 15
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
OWNERSHIP AND CAPITALIZATION
OF THE FUND
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
CAPITAL STOCK
- --------------------------------------------------------------------------------
The authorized capital stock of the Fund consists of 300 million shares at
a par value of $.001 per share.

- --------------------------------------------------------------------------------
VOTING
- --------------------------------------------------------------------------------
Each shareholder is entitled to one vote for each share of the Fund 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 Fund will issue unaudited semiannual reports showing current
investments in the Fund and other information and annual financial statements
examined by independent auditors for the Fund.

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

- --------------------------------------------------------------------------------
TRANSFER AGENT
- --------------------------------------------------------------------------------
Boston Financial Data Services, Inc., Two Heritage Drive, Quincy, MA 02171,
serves as transfer agent to the Fund.

- --------------------------------------------------------------------------------
CUSTODIAN
- --------------------------------------------------------------------------------
State Street Bank and Trust Company serves as custodian of the 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
1-888-843-7824 for additional information on the purchase of Class A or B
shares.

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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 The Hartford Growth and Income Fund,
c/o The Hartford Mutual Funds, Inc., P.O. Box 8416, Boston, MA 02266-8416, or
call 1-888-843-7824.

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.
<PAGE> 41
PART B

THE HARTFORD GROWTH AND INCOME FUND (the "Fund")

CLASS A, CLASS B AND CLASS Y SHARES

P.O. Box 8416
Boston, MA 02266-8416
1-888-843-7824

This Statement of Additional Information ("SAI") is not a prospectus
but should be read in conjunction with the Fund's Class A and Class B prospectus
and Class Y prospectus. To obtain a free copy of either prospectus send a
written request to: The Hartford Growth and Income Fund, c/o The Hartford Mutual
Funds, Inc., P.O. Box 8416, Boston, MA 02266-8416 or call the number listed
above.

Date of Prospectus: ________________________________ , 1998
Date of Statement of Additional Information: _____________________________, 1998
<PAGE> 42

TABLE OF CONTENTS PAGE

GENERAL INFORMATION....................................................1
INVESTMENT OBJECTIVES AND POLICIES.....................................1
MANAGEMENT OF THE FUND................................................14
INVESTMENT ADVISORY ARRANGEMENTS......................................20
FUND EXPENSES.........................................................23
DISTRIBUTION ARRANGEMENTS.............................................23
DISTRIBUTION FINANCING PLANS..........................................24
PORTFOLIO TRANSACTIONS AND BROKERAGE..................................25
DETERMINATION OF NET ASSET VALUE......................................27
PURCHASE AND REDEMPTION OF SHARES.....................................27
TAXES.................................................................34
CUSTODIAN.............................................................38
TRANSFER AGENT SERVICES...............................................38
INDEPENDENT PUBLIC ACCOUNTANTS........................................38
OTHER INFORMATION.....................................................38
APPENDIX...............................................................2

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<PAGE> 43
GENERAL INFORMATION

The Hartford Growth and Income Fund (the "Fund"), a diversified series
of The Hartford Mutual Funds, Inc. (the "Company"), commenced operations on
, 1998. The Company is an open-end management investment company
consisting of ten separate diversified portfolios. This SAI relates to the Fund
only. Hartford Investment Financial Services Company ("HIFSCO") is the
investment manager to the Fund. HIFSCO is an indirect majority owned subsidiary
of The Hartford Financial Services Group, Inc. ("The Hartford") an insurance
holding company with over $100 billion in assets. In addition, Wellington
Management Company LLP ("Wellington Management") provides the day-to-day
investment management of the Fund.

INVESTMENT OBJECTIVES AND POLICIES

A. FUNDAMENTAL RESTRICTIONS OF THE FUND

The Fund has adopted the following fundamental investment restrictions
which may not be changed without approval of a majority of the 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 the 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 the Fund are set forth in the Prospectus. Set forth below are the
fundamental investment policies applicable to the Fund followed by the
non-fundamental policies applicable to the Fund.

The 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, and the following
practices when a segregated account has been established to cover such
transactions or when an offsetting position has been established by the Fund:
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 the Fund's investment policies, and reverse repurchase
agreements and mortgage dollar rolls for which 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% as defined in the
1940 Act. Although reverse repurchase agreements, mortgage dollar rolls, short
sales against the box, futures contracts, options on futures contracts,
securities or indices, when issued and delayed delivery transactions
<PAGE> 44
and securities lending are not subject to this restriction, in most cases a
segregated account will be set up to cover such transactions.

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

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

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

If 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 the Fund's assets will not
be considered a violation of the restriction; provided, 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.

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<PAGE> 45
In order to permit the sale of shares of the Fund 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 the 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 FUND.

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

The 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 the 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
the 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 would consist of such securities.

4. Purchase securities while outstanding borrowings exceed 5% of the
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.

7. To the Fund's knowledge, purchase or retain securities of an issuer
if one or more of the directors or officers of the Fund or directors or officers
of HIFSCO or Wellington Management or any investment management subsidiary of
Wellington Management individually owns beneficially more than 0.5% and together
own beneficially more than 5% of the securities of such issuer.

3
<PAGE> 46
8. Invest more than 5% of total assets in securities of any issuer
which, together with its predecessors, has been in operation for less than three
years.

9. Invest in real estate limited partnership interests except interests
in Real Estate Investment Trusts.

10. Purchase warrants of any issuer, if, as a result of such purchase,
more than 2% of the value of the Fund's total assets would be invested in
warrants which are not listed on an exchange or more than 5% of the value of the
total assets of the Fund would be invested in warrants generally, whether or not
so listed. For purposes of this restriction, warrants are to be valued at the
lesser of cost or market, but warrants acquired by the Fund in units with or
attached to debt securities shall be deemed to be without value.

11. Write covered call options with respect to more than 25% of the
value of its total assets; invest more than 25% of its total assets in
protective put options; or invest more than 5% of its total assets in options
other than protective put or covered call options. The aggregate value of
premiums paid on all options held by the Fund at any time will not exceed 20% of
the Fund's total assets.

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

The Fund may hold cash or cash equivalents and invest in high quality
money market instruments under appropriate circumstances as determined by
Wellington Management. The Fund may invest up to 100% of their assets in cash,
cash equivalents or money market instruments only for temporary defensive
purposes.

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; and (7) repurchase agreements.

REPURCHASE AGREEMENTS

The 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

4
<PAGE> 47
the banks and securities dealers with which the Fund will engage in repurchase
agreements and monitors on a quarterly basis Wellington Management's compliance
with such standards. Presently, the 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.

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.

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 the 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

The Fund may also enter into reverse repurchase agreements. Reverse
repurchase agreements involve sales by the Fund of portfolio assets concurrently
with an agreement by the 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 the Fund is obligated to repurchase may decline below
the repurchase price. A reverse repurchase agreement is viewed as a
collateralized borrowing by the Fund. Borrowing magnifies the potential for gain
or loss on the portfolio securities of the Fund and, therefore, increases the
possibility of fluctuation in the Fund's net asset value. The Fund will
establish a segregated account with the Company's custodian bank in which the
Fund will maintain cash, cash equivalents, U.S. government securities or other
high quality debt securities equal in value to the Fund's obligations in respect
of reverse repurchase agreements. The Fund will not enter into reverse
repurchase transactions if the combination of all borrowings from banks and the
value of all reverse repurchase agreements for the Fund equals more than 33-1/3%
of the value the Fund's total assets.

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<PAGE> 48
DEBT SECURITIES

The 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); and (3) 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

The 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 Wellington Management). These securities are generally referred to as
"investment grade debt securities." Each rating category has within it different
gradations or sub-categories. If the 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,
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 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

The 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. Securities rated below investment grade are commonly referred to as "high
yield-high risk securities" or "junk bonds". 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 the 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 the Fund with a commensurate effect on the value of
the Fund's shares. If a security is downgraded to a rating category which does
not qualify for

6
<PAGE> 49
investment, 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.

SMALL CAPITALIZATION SECURITIES

The Fund may invest in equity securities which have less than $2
billion in market capitalization ("Small Capitalization Securities"). Because
the issuers of Small Capitalization Securities tend to be smaller or less
well-established companies, they may have limited product lines, market share or
financial resources. As a result, Small Capitalization Securities are often less
marketable and experience a higher level of price volatility than securities of
larger or more well-established companies.

NON-U.S. SECURITIES

The 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, Wellington Management will evaluate
the economic and political climate and the principal securities markets of the
country in which an issuer is located.

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 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 the 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 Fund may invest have historically experienced, and may continue to
experience, high rates of inflation, high

7
<PAGE> 50
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

The 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.

The use of currency transactions to protect the value of the 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 Fund may enter into currency transactions only with
counterparties that Wellington Management deems to be creditworthy.

OPTIONS AND FUTURES CONTRACTS

In seeking to protect against the effect of changes in equity market
values, currency exchange rates or interest rates that are adverse to the
present or prospective position of the Fund, for cash flow management, and, to a
lesser extent, potentially to enhance returns, the 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. The Fund's ability to engage in these practices may be limited by tax
considerations and certain other legal considerations.

The 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.

8
<PAGE> 51
The Fund 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 Fund holds in its portfolio or
that it intends to purchase. For example, if the 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 the 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, the 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.

The Fund may write covered options only. "Covered" means that, so long
as the 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, 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. The 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, the 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, the 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.

9
<PAGE> 52
The Fund also may purchase call or put options on foreign currency
futures contracts to obtain a fixed foreign exchange rate at limited risk. The
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. The 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. The 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 the 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 the Fund writes a covered option on an
index, the 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 the 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
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 the Fund's assets at
risk to 5%.

The use of options, futures and options thereon and forward currency
contracts (as described under "Currency Transactions") involve certain
investment risks and transaction costs to which the Fund would not be subject
were such strategies not employed. Such risks include: (1) dependence on the
ability of 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 the
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 the 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 the 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

10
<PAGE> 53
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 the Fund would have been in a better position had it not
used such a strategy at all.

SWAP AGREEMENTS

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

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

Swap agreements will tend to shift the Fund's investment exposure from
one type of investment to another. For example, if the 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 the Fund's
investments and its share price and yield.

The Fund will usually enter into interest rate swaps on a net basis,
i.e., where the two parties make net payments with the 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 the 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 the 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 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, the 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 the 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

11
<PAGE> 54
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 the Fund will be able to enter
into interest rate swaps or to purchase interest rate caps, collars or floors at
prices or on terms Wellington Management, as appropriate, believes are
advantageous to the Fund. In addition, although the terms of interest rate
swaps, caps, collars and floors may provide for termination, there can be no
assurance that the 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.
Because interest rate swaps, caps, collars and floors are privately negotiated
transactions rather than publicly traded they may be considered to be illiquid
securities.

The successful utilization of hedging and risk management transactions
requires skills different from those needed in the selection of the Fund's
portfolio securities and depends on Wellington Management's ability to predict
correctly the direction and degree of movements in interest rates. Although the
Fund believes that use of the hedging and risk management techniques described
above will benefit the Fund, if Wellington Management's judgment about the
direction or extent of the movement in interest rates is incorrect, the Fund's
overall performance would be worse than if it had not entered into any such
transactions. For example, if the 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, the 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. These activities are commonly used when managing derivative investments.

ILLIQUID SECURITIES

The Fund is permitted to invest in illiquid securities. No illiquid
securities will be acquired if upon the purchase more than 15% of the 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 the Fund's net asset
value. The 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. The Fund may not be able to sell illiquid securities when 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 the 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

12
<PAGE> 55
national securities exchange that are not readily marketable; and (4) any other
securities in which the Fund may invest that are not readily marketable.

WHEN-ISSUED AND DELAYED-DELIVERY SECURITIES

The 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 Fund generally
purchase securities on a when-issued basis with the intention of acquiring the
securities, the Fund may sell the securities before the settlement date if
Wellington Management deems it advisable. At the time the 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 the net asset value of the Fund. At the time of delivery of the
securities, the value may be more or less than the purchase price. The 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 the Fund will segregate securities sold on
a delayed-delivery basis.

OTHER INVESTMENT COMPANIES

The Fund is permitted to invest in other investment companies. The
investment companies in which the Fund would invest may or may not be registered
under the 1940 Act. Securities in certain countries are currently accessible to
the Fund 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. The 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.

13
<PAGE> 56
PORTFOLIO SECURITIES LENDING

The Fund 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 Fund. While the
securities are on loan the borrower will pay the 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 Fund 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 the Fund is not more than 33-1/3% of the Fund's total assets taken at the
time of the loan.

MANAGEMENT OF THE FUND

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 70)
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 (1988-1989), and served as Vice President-Client Services of Wright
Investors' Service, Bridgeport, Connecticut (1989-1990). 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 65)
Director
27 Buckingham Lane
West Hartford, CT 06117

Ms. Coleman has served as President of Saint Joseph College since 1991. She is a
Director of LeMoyne College and St. Francis Hospital.

JOSEPH HARRY GAREAU (age 50)
Director and President

14
<PAGE> 57
P.O. Box 2999
Hartford, CT 06104-2999

Mr. Gareau has served as Executive Vice President and Chief Investment Officer
of The Hartford since April, 1993. Formerly, he served as Senior Vice President
and Chief Investment Officer/Property-Casualty Division (September, 1992 -
April, 1993) and Vice President (October, 1987 - September, 1992). Mr. Gareau is
also a Director and the President of The Hartford Investment Management Company
("HIMCO"), a Hartford affiliated registered investment adviser, a Director and
Executive Vice President of Hartford Investment Financial Services Company
("HIFSCO"), a Hartford affiliated registered investment adviser, and a Director
of Hartford Fire Insurance Company.

WILLIAM ATCHISON O'NEILL (age 67)
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 64)
Director
695 Bloomfield Avenue
Bloomfield, CT 06002

Mr. Pryor has served as Managing Director of Pryor & Clark Company, Hartford,
Connecticut, since June, 1992. He served as Chairman and Chief Executive Officer
of Corcap, Inc. from 1988-1992. In addition, Mr. Pryor is a Director of Pryor &
Clark Company, Corcap, Inc., the Wiremold Company, Hoosier Magnetics, Inc.,
Infodata Systems, Inc., Pacific Scientific Corporation and Fibralock, Inc.

LOWNDES ANDREW SMITH (age 58)
Director and Chairman
P.O. Box 2999
Hartford, CT 06104-2999

Mr. Smith has served as President of The Hartford Life Insurance Companies since
January, 1989. He was formerly Senior Vice President and Group Comptroller of
The Hartford Insurance Group from 1987-1989. He has been a Director of
Connecticut Children's Medical Center since 1993 and a Director of American
Counsel of Life Insurance since 1990. Mr. Smith is also President and a Director
of HIFSCO.

JOHN KELLEY SPRINGER (age 66)
Director
225 Asylum Avenue
Hartford, CT 06103

15
<PAGE> 58
Mr. Springer currently serves as Chairman of Medspan, Inc. From 1989 to 1997 he
served as Chief Executive Officer of Connecticut Health System, Inc. Formerly,
he served as the Chief Executive Officer of Hartford Hospital, Hartford,
Connecticut (June, 1971 - August, 1989). He is also a Director of Hartford
Hospital, Connecticut Health System, Inc., Hospital Research and Development
Institute, and CHS Insurance Ltd. (Chairman).

PETER CUMMINS (age 60)
Vice President
Hartford Plaza
Hartford, CT 06115

Mr. Cummins has served as Senior Vice President since 1997 and Vice President
since 1989 of sales and marketing of the Individual Life and Annuity Division of
The Hartford Financial Services Group, Inc. - Life Companies. He is also a
Director and Vice President of HIFSCO.

JOHN PHILLIP GINNETTI (age 52)
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 The Hartford Financial Services Group, Inc. -
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
The Hartford Financial Services Group, Inc. - Life Companies.

ANDREW WILLIAM KOHNKE (age 39)
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 Hartford Financial Services Group, Inc. Mr. Kohnke is
also a Director and Managing Director of HIMCO and a Director and Vice President
of HIFSCO.

16
<PAGE> 59
THOMAS MICHAEL MARRA (age 39)
Vice President
P.O. Box 2999
Hartford, CT 06104-2999

Mr. Marra has served as an Executive Vice President since 1996, as Senior Vice
President since 1994, and as Director of the Individual Life and Annuity
Division of The Hartford Financial Services Group, Inc. - Life Companies, since
1980. Mr. Marra is also a Director and Executive Vice President of HIFSCO.

CHARLES MINER O'HALLORAN (age 50)
Vice President and Secretary
Hartford Plaza
Hartford, CT 06115

Mr. O'Halloran has served as Senior Vice President since January, 1998,
Corporate Secretary since 1996, Vice President since 1994 and Senior Associate
General Counsel since 1988 of The Hartford Financial Services Group, Inc. Mr.
O'Halloran is also a Director, Secretary and General Counsel of HIMCO and a
Director of HIFSCO.

GEORGE RICHARD JAY (age 45)
Controller and Treasurer
P.O. Box 2999
Hartford, CT 06104-2999

Mr. Jay has served as Secretary and Director, Life and Equity Accounting and
Financial Control, of The Hartford Financial Services Group, Inc. - Life
Companies since 1987 and is a Director of HIFSCO.

KEVIN J. CARR (age 43)
Assistant Secretary and Counsel
Hartford Plaza
Hartford, CT 06115

Mr. Carr has served as Counsel since November 1996 and Associate Counsel since
November 1995, of The Hartford Financial Services Group, Inc. Formerly he served
as Counsel of Connecticut Mutual Life Insurance Company from March 1995 to
November 1995, Associate Counsel of 440 Financial Group of Worcester from 1994
to 1995 and Corporate Counsel-General Manager of Parker Media, a Hartford-based
publishing company, from 1990-1994. Mr. Carr is also an Assistant Secretary of
HIFSCO.

17
<PAGE> 60
JAMES CUBANSKI (age 37)
Assistant Secretary
Hartford Plaza
Hartford, CT 06115

Mr. Cubanski has served as Director of Tax Administration of The Hartford
Financial Services Group, Inc. 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).

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

All board members and officers of the Fund are also board members and
officers of the following registered investment companies: Hartford Capital
Appreciation Fund HLS, Inc., Hartford Dividend and Growth Fund HLS, Inc.,
Hartford MidCap Fund HLS, Inc., Hartford Growth and Income Fund HLS, Inc.,
Hartford Stock Fund HLS, Inc., Hartford Index Fund HLS, Inc., Hartford Advisers
Fund HLS, Inc., Hartford Mortgage Securities Fund HLS, Inc., Hartford Bond
Income Strategy Fund HLS, Inc., Hartford International Opportunities Fund HLS,
Inc., Hartford International Advisers Fund HLS, Inc., HVA Money Market Fund HLS,
Inc. and the Hartford Small Company Fund HLS, 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 The Hartford
and its affiliates. Each of the Directors and principal officers affiliated with
the Fund who is also an affiliated person of HIFSCO or Wellington Management is
named above, together with the capacity in which such person is affiliated with
the Fund, HIFSCO or Wellington Management.

COMPENSATION OF OFFICERS AND DIRECTORS

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

<TABLE>
<CAPTION>
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 $ 6,100 $ 6,100 $ 6,100 $ 6,100 $ 6,100

PENSION OR RETIREMENT
BENEFITS ACCRUED AS
FUND EXPENSE $0 $0 $0 $0 $0
</TABLE>

18
<PAGE> 61
<TABLE>
<S> <C> <C> <C> <C> <C>
TOTAL COMPENSATION
FROM COMPANY AND
COMPLEX PAID TO
DIRECTORS* $23,250 $23,250 $23,250 $23,250 $23,250
</TABLE>

19
<PAGE> 62
- ---------------------------

* As of December 31, 1997, there were twenty-one funds in the Complex
(excluding the Fund). The total compensation paid per Complex is
comprised of the amount paid to each Director during the 1997 fiscal
year.

OTHER INFORMATION ABOUT THE FUND

The Fund was organized in Maryland on ________________________, 1998.
The authorized capital stock of the Fund consists of 300 million shares of
common stock, par value $0.001 per share (Common Stock). The Directors have
authorized the issuance of three classes of shares of the Fund designated in
each instance as Class A, Class B and Class Y shares.

The shares of the Fund are entitled to vote separately to approve
investment advisory agreements or changes in investment restrictions, but
shareholders of all series of the Company vote together in the election and
selection of Directors and accountants. Shares of the Fund vote together as a
class on matters that affect the Fund in substantially the same manner. As to
matters affecting a single class, shares of such class will vote separately.
Shares of the Fund do not have cumulative voting rights. The Company and the
Fund 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 25% of the Company's outstanding shares. The 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 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 the Fund, has entered into an investment
management agreement with Hartford Investment Financial Services Company
("HIFSCO"). The investment management agreement provides that HIFSCO, subject to
the supervision and approval of the Company's Board of Directors, is responsible
for the management of the Fund. In addition,

20
<PAGE> 63
HIFSCO will provide administrative personnel, services, equipment and facilities
and office space for proper operation of the Company. Although HIFSCO has agreed
to arrange for the provision of additional services necessary for the proper
operation of the Company, the Fund pays for these services directly.

The Fund has entered into a subadvisory investment management agreement
with Wellington Management. Under the sub-advisory agreement, Wellington
Management, subject to the general supervision of the Board of Directors and
HIFSCO, is responsible for (among other things) the day-to-day investment and
reinvestment of the assets of the Fund and furnishing the Fund with advice and
recommendations with respect to investments and the purchase and sale of
appropriate securities for the Fund.

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

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

Securities held by the Fund may also be held by other funds and other
clients for which Wellington Management provides investment advice. Because of
different investment objectives or other factors, a particular security may be
bought by 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 the Fund or client accounts
(including other funds) for which Wellington Management act as an investment
adviser, transactions in such securities will be made, insofar as feasible, for
the Fund and other client accounts in a manner deemed equitable to all. To the
extent that transactions on behalf of more than one client of 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.

Until at least May 1, 1999 HIFSCO or an affiliate of The Hartford has
voluntarily and temporarily agreed to limit the expenses of the Fund by
reimbursing the 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 management agreement and subadvisory
investment agreement, neither HIFSCO nor Wellington Management is liable to the
Fund or its shareholders for any error of judgment or mistake of law or for any
loss suffered by the Fund 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 HIFSCO or Wellington Management in
the performance of their duties or from their reckless disregard of the
obligations and duties

21
<PAGE> 64
under the applicable agreement. Wellington Management has agreed to indemnify
HIFSCO to the fullest extent permitted by law against any and all loss, damage,
judgment, fines, amounts paid in settlement and attorneys' fees incurred by
HIFSCO 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.

HIFSCO is principally located at 200 Hopmeadow Street, Simsbury
Connecticut and maintains a mailing address of P.O. Box 2999, Hartford,
Connecticut 06104. As of December 31, 1997, HIFSCO and its affiliates had
approximately $54.9 billion in assets under management. HIFSCO is a
majority-owned indirect subsidiary of The Hartford Financial Services Group,
Inc.

Wellington Management Company, LLP, 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 1928. As of
December 31, 1997, Wellington Management had investment management authority
with respect to approximately $175 billion in assets. Wellington Management is a
Massachusetts Limited Liability Partnership. The three managing general partners
of Wellington are Robert W. Doran, Duncan M. McFarland and John R. Ryan.

The investment management agreement and investment subadvisory
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 Fund's outstanding voting securities. The contract automatically
terminates upon assignment. The investment management 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 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
Fund, by HIFSCO upon written notice to Wellington Management, and by Wellington
Management upon 90 days' written notice to HIFSCO (with respect to the Fund
only). The investment subadvisory agreement terminates automatically upon the
termination of the corresponding investment advisory agreement.

HIFSCO may make payments from time to time from its own resources,
which may include the management fees paid by the Company to compensate broker
dealers, depository institutions, or other persons for providing distribution
assistance and administrative services and to otherwise promote the sale of
shares of the Fund including paying for the preparation, printing and
distribution of prospectuses and sales literature or other promotional
activities.

FUND EXPENSES

EXPENSES OF THE FUND

22
<PAGE> 65
The 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 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 the 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 the 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 the Fund. HSD is not obligated to sell any
specific amount of shares of the Fund.

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 The Hartford.

23
<PAGE> 66
DISTRIBUTION FINANCING PLANS

The Fund has adopted separate distribution plans (the "Plans") for
Class A and Class B shares of the Fund pursuant to appropriate resolutions of
the Fund'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, the 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 the 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 the Fund, the annual rate of 0.35% of the Fund's average daily net
assets attributable to Class A shares. Up to .25% of the fee may be used for
shareholder servicing expenses with the remainder used for distribution
expenses. All or any portion of this fee may be remitted to brokers who provide
distribution or shareholder account services.

CLASS B PLAN

Pursuant to the Class B Plan, the 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 the 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.

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<PAGE> 67
GENERAL

In accordance with the terms of the Plans, HSD provides to the Fund,
for review by the Company's Board of Directors, a quarterly written report of
the amounts expended under the 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 the
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).

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 and HIFSCO, Wellington Management
is primarily responsible for the investment decisions of the Fund and the
placing of its portfolio transactions. In placing orders, it is the policy of
the 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 Wellington Management generally
seek reasonably competitive spreads or commissions, the Fund will not
necessarily be paying the lowest possible spread or commission. Wellington
Management may direct brokerage transactions to broker-dealers who also sell
shares of the Fund and the sale of shares of the Fund may be taken into account
by Wellington Management when allocating brokerage transactions.

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

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<PAGE> 68
While Wellington Management (as applicable) seek to obtain the most
favorable net results in effecting transactions in the Fund's portfolio
securities, dealers who provide supplemental investment research to Wellington
Management may receive orders for transactions from 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 Wellington Management, the Fund will be benefited by such
supplemental research services, Wellington Management is 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 Wellington Management under
the investment advisory agreement or the sub-investment advisory agreement. The
expenses of Wellington Management will not necessarily be reduced as a result of
the receipt of such supplemental information. Wellington Management may use such
supplemental research in providing investment advice to portfolios other than
those for which the transactions are made. Similarly, the Fund may benefit from
such research obtained by Wellington Management for portfolio transactions for
other clients.

Investment decisions for the Fund will be made independently from those
of any other clients that may be (or in the future may be) managed by Wellington
Management. If, however, accounts managed by 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 the Fund or other client account and may be averaged as to
price in whatever manner Wellington Management deems to be fair. Such allocation
and pricing may affect the amount of brokerage commissions paid by the Fund. In
some cases, this system might adversely affect the price paid by the Fund (for
example, during periods of rapidly rising or falling interest rates) or limit
the size of the position obtainable for the Fund (for example, in the case of a
small issue).

DETERMINATION OF NET ASSET VALUE

The net asset value of the shares of the Fund is determined by Hartford
Life Insurance Company, ("Hartford Life") an affiliate of The Hartford, in the
manner described in the Fund's Prospectus. The Fund will be closed for business
and will not price its shares on the following business holidays: New Year's
Day, Martin Luther King Day, Presidents' Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day and Christmas Day. Securities held
by the Fund will be valued as follows: Debt securities (other than short-term
obligations) are valued on the basis of valuations furnished by an unaffiliated
pricing service which determines valuations for normal institutional size
trading units of debt securities. The Fund's short-term investments with a
maturity of 60 days or less when purchased are valued at amortized cost, which
approximates market value. Short-term investments with a maturity of more than
60 days when purchased are valued based on market quotations until the remaining
days to maturity become less than 61 days. From such time until maturity, the
investments are valued at amortized cost.

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<PAGE> 69
Equity securities are valued at the last sales price reported on
principal securities exchanges (domestic or foreign). If no sale took place on
such day and in the case of certain equity securities traded over-the-counter,
then such securities are valued at the mean between the bid and asked prices.
Securities quoted in foreign currencies are translated into U.S. dollars at the
exchange rate at the end of the reporting period. Options are valued at the last
sales price; if no sale took place on such day, then options are valued at the
mean between the bid and asked prices. Securities for which market quotations
are not readily available and all other assets are valued in good faith at fair
value by, or under guidelines established by, the Fund's Board of Directors.

The 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 and
Class Y 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 Fund's Prospectus.

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

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<PAGE> 70
RIGHTS OF ACCUMULATION

The 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 all shares of any funds of the Company and the
current account value of the Hartford Director (or version thereof) variable
annuity or single premium variable life contracts issued by affiliates of The
Hartford. For purposes of the rights of accumulation program, the purchaser may
include all shares owned by family members. A family member is a spouse, parent,
grandparent, child, grandchild, brother, sister, step-family members and
in-laws. 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. The Transfer Agent must be notified by you or
your broker each time a qualifying purchase is made.

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
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 such difference in
sales charge, BFDS will redeem an appropriate number of escrowed shares in order
to realize such difference. The LOI may be backdated up to 90 days. Additional
information about the terms of the LOI are available from your registered
representative or from BFDS at 1-888-843-7824.

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 the Company's money market fund shares not subject to a CDSC
(except as noted below) of the Fund deposited

28
<PAGE> 71
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 the Fund
and the Company's money market fund shares subject to a CDSC are permitted only
for redemptions limited to no more than 12% of the account value annually
(measured from the date the Transfer Agent receives the request).

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, the 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 Fund has elected to be
governed by Rule 18f-1 under the 1940 Act, pursuant to which the Fund is
obligated to redeem shares solely in cash up to the lesser of $250,000 or 1% of
the net asset value of the Fund during any 90 day period for any one account.

SUSPENSION OF REDEMPTIONS

The Fund may not suspend a shareholder's right of redemption, or
postpone payment for a 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 the Fund of securities
owned by it is not reasonably practicable, or (2) it is not reasonably
practicable for the 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.

STANDARDIZED AVERAGE ANNUAL TOTAL RETURN QUOTATIONS

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<PAGE> 72
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:

P(1+T)n = ERV

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

The 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.

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<PAGE> 73
The Fund may also publish its distribution rate and/or its effective
distribution rate. The Fund's distribution rate is computed by dividing the most
recent monthly distribution per share annualized, by the current net asset value
per share. The 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.
The 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 the Fund's
last monthly distribution. The 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 Fund's Prospectus).

Other data that may be advertised or published about the 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:

2 { { ((a-b) / cd) + 1}6 - 1 }

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

NON-STANDARDIZED PERFORMANCE

In addition, in order to more completely represent the Fund's
performance or more accurately compare such performance to other measures of
investment return, the Fund also may

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<PAGE> 74
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 Fund may advertise its performance compared to
similar funds using certain unmanaged indices.

In addition, from time to time in reports and promotions: (1) the
Fund's performance may be compared to other groups of mutual funds tracked by:
(a) Lipper Analytical Services, a widely used independent research firm which
ranks mutual funds by overall performance, investment objectives, and assets;
(b) Morningstar, Inc., another widely used independent research firm which ranks
mutual funds by overall performance, investment objectives, and assets; or (c)
other financial or business publications, such as Business Week, Money Magazine,
Forbes and Barron's which provide similar information; (2) the Consumer Price
Index (measure for inflation) may be used to assess the real rate of return from
an investment in the Fund; (3) other statistics such as GNP, and net import and
export figures derived form governmental publications, e.g., The Survey of
Current Business or other independent parties, e.g., the Investment Company
Institute, may be used to illustrate investment attributes to the Fund or the
general economic, business, investment, or financial environment in which the
Fund operates; (4) various financial, economic and market statistics developed
by brokers, dealers and other persons may be used to illustrate aspects of the
Fund's performance; (5) the effect of tax-deferred compounding on the Fund's
investment returns, or on returns in general, may be illustrated by graphs,
charts, etc. where such graphs or charts would compare, at various points in
time, the return from an investment in the Fund (or returns in general) on a
tax-deferred basis (assuming reinvestment of capital gains and dividends and
assuming one or more tax rates) with the return on a taxable basis; and (6) the
sectors or industries in which the Fund invests may be compared to relevant
indices or surveys (e.g., S&P Industry Surveys) in order to evaluate the Fund's
historical performance or current or potential value with respect to the
particular industry or sector.

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

Across the Board
Advertising Age
Adviser's Magazine
Adweek
Agent
American Banker
American Agent and Broker
Associated Press
Barron's
Best's Review

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<PAGE> 75
Bloomberg
Broker World
Business Week
Business Wire
Business News Features
Business Month
Business Marketing
Business Daily
Business Insurance
California Broker
Changing Times
Consumer Reports
Consumer Digest
Crain's
Dow Jones News Service
Economist
Entrepreneur
Entrepreneurial Woman
Financial Services Week
Financial World
Financial Planning
Financial Times
Forbes
Fortune
Hartford Courant
Inc
Independent Business
Institutional Investor
Insurance Forum
Insurance Advocate Independent
Insurance Review Investor's
Insurance Times
Insurance Week
Insurance Product News
Insurance Sales
Investment Dealers Digest
Investment Advisor
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
Rough Notes
Round the Table
Service
Success
The Standard
The Boston Globe
The Washington Post
Tillinghast
Time
U.S. News & World Report
U.S. Banker
United Press International
USA Today
Value Line
Wall Street Journal
Wiesenberger Investment
Working Woman

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<PAGE> 76
From time to time the Fund may publish the sales of shares 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

The Fund is treated as a separate entity for accounting and tax
purposes. The 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, the 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.

The 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. The
Fund intends under normal circumstances to avoid liability for such tax by
satisfying such distribution requirements.

If the 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"), the 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 Fund to
recognize taxable income or gain without the concurrent receipt of cash. The
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 the 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 the 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, which gain is limited under the Code to less than 30% of
its annual gross income,

34
<PAGE> 77
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.

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

For Federal income tax purposes, the 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 Fund and would not be distributed as such to shareholders.

The 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, the 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, the 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 the 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 the 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 Fund may restrict the Fund's ability to enter into futures, options, and
forward transactions.

Certain options, futures and forward foreign currency transactions
undertaken by the 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 some capital gains and losses realized by the Fund. Also, certain of the
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 the Fund is eligible and
chooses to make one or more of certain tax elections that may be available.
These transactions

35
<PAGE> 78
may therefore affect the amount, timing and character of the Fund's
distributions to shareholders. The Fund 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 the 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.

The Fund may recognize gain with respect to appreciated stock, debt,
and partnership interests upon entering into short sales, offsetting notional
principal contracts, futures, forwards, and options with respect to the same or
substantially identical property.

Distributions from the Fund's current or accumulated earnings and
profits ("E&P"), as computed for federal income tax purposes, will be taxable as
described in the Fund's 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 the 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 the 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 the 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, mid-term, qualified five-year or short-term, depending upon the
shareholder's tax holding period for the shares. A sales charge paid in
purchasing shares of the 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,
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.

36
<PAGE> 79
For purposes of the dividends received deduction available to
corporations, dividends received by the 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) immediately before or after the stock becomes
ex-dividend 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 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
the 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
Fund in their particular circumstances.

Non-U.S. investors not engaged in a U.S. trade or business with which
their investment in the 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 the 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 investment
in the Fund.

STATE AND LOCAL

The Fund may be subject to state or local taxes in jurisdictions in
which the Fund may be deemed to be doing business. In addition, in those states
or localities which have income tax laws, the treatment of the Fund and its
shareholders under such laws may differ from their

37
<PAGE> 80
treatment under federal income tax laws, and investment in the Fund may have
different tax consequences for shareholders than would direct investment in the
Fund's portfolio securities. Shareholders should consult their own tax advisers
concerning these matters.

CUSTODIAN

Portfolio securities of the 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 02171,
is the transfer agent for the Fund.

INDEPENDENT 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

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

38
<PAGE> 81
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.

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.
<PAGE> 82
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.
<PAGE> 83
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, short-term debt as a percent of current liabilities,
short-term debt as a percent of current assets.
<PAGE> 84
Utility: current liabilities as a percent of revenues, cash flow as a
percent of current liabilities, short-term debt as a percent of
capitalization.

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

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

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

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

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

- - The reliability and quality of management are unquestioned.

<PAGE> 85

THE HARTFORD MUTUAL FUNDS, INC.
PART C - OTHER INFORMATION

<TABLE>
<S> <C> <C>
Item 24. Financial Statements and Exhibits.
(a) Financial Statements.
In Part A: Not Applicable
In Part B: Not Applicable
(b) Exhibits
1. Articles of Incorporation(a)
2. By-Laws(a)
3. Not Applicable
5. Form of Investment Advisory Agreement(a)
5.1 Form of Sub-Advisory Agreement(a)
5.2 Investment Management Agreement with Hartford Investment Financial
Services Company(b)
5.3 Investment Sub-Advisory Agreement with Wellington Management LLP(b)
5.4 Investment Services Agreement with Hartford Investment Management
Company(b)
5.5 Form of Amendment Number 1 to Investment Management Agreement(e)
5.6 Form of Amendment Number 1 to Sub-Advisory Agreement between Hartford
Investment Financial Services Company and Wellington Management Company LLP(e)
5.7 Form of Amendment Number 2 to Investment Management Agreement
5.8 Form of Amendment Number 2 to Sub-Advisory Agreement between Hartford
Investment Financial Services Company and Wellington Management Company LLP
6. Form of Principal Underwriting Agreement(a)
6.1 Form of Dealer Agreement with the Distributor(c)
6.2 Form of Amendment Number 1 to Principal Underwriting Agreement(e)
6.3 Form of Amendment Number 2 to Principal Underwriting Agreement
7. Not Applicable
8. Form of Custodian Agreement(c)
8.1 Form of Amendment Number 1 to Custodian Agreement(e)
8.2 Form of Amendment Number 2 to Custodian Agreement
9. Form of Transfer Agency and Service Agreement(c)
9.1 Form of Amendment Number 1 to Transfer Agency and Service Agreement(e)
9.2 Form of Amendment Number 2 to Transfer Agency and Service Agreement
10. Opinion and Consent of Counsel(d)
11. Not Applicable
</TABLE>

- --------
(a) Filed with Registrant's Initial Registration Statement on April 9, 1996.
(b) Filed with Registrant's Post-Effective Amendment Number 3 on June 20, 1997.
(c) Filed with Registrant's Pre-Effective Amendment Number 1 on June 27, 1996.
(d) To be filed with Registrant's Rule 24f-2 Notice.
(e) Filed with Registrant's Post-Effective Amendment Number 4 on
October 16, 1997.

<PAGE> 86

<TABLE>
<S> <C> <C>
12. Not Applicable
13. Not Applicable
14. Not Applicable
15. Form of Rule 12b-1 Distribution Plan for Class A Shares(a)
15.1 Form of Rule 12b-1 Distribution Plan for Class B Shares(a)
15.2 Form of Amended Rule 12b-1 Distribution Plan for Class A Shares(e)
15.3 Form of Amended Rule 12b-1 Distribution Plan for Class B Shares(e)
15.4 Form of Amendment Number 1 to Amended and Restated Rule 12b-1
Distribution Plan for Class A Shares
15.5 Form of Amendment Number 1 to Amended and Restated Rule 12b-1
Distribution Plan for Class B Shares
16. Not Applicable
17. Not Applicable
18. Form of Rule 18f-3 Plan(a)
18.1 Form of Amended Rule 18f-3 Plan(e)
18.2 Form of Amendment Number 1 to Amended and Restated Rule 18f-3 Plan
19. Powers of Attorney
27. Not Applicable
</TABLE>

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

Inapplicable

Item 26. Number of Record Holders by Class of Securities as of
December 31, 1997.

<TABLE>
<CAPTION>
FUND NAME CLASS A CLASS B CLASS Y
<S> <C> <C> <C>
The Hartford Small Company Fund 2,625 867 73
The Hartford Capital Appreciation Fund 25,491 16,275 545
The Hartford International Opportunities Fund 2,583 843 60
The Hartford MidCap Fund 3 1 1
The Hartford Stock Fund 6,817 3,316 61
The Hartford Dividend and Growth Fund 6,162 2,929 50
The Hartford Advisors Fund 5,919 2,756 51
The Hartford Bond Income Strategy Fund 360 154 5
The Hartford Money Market Fund 960 158 5
------ ------ ---
Total Number of Record Holders by Class 50,920 27,299 851
====== ====== ===
</TABLE>

Item 27. Indemnification.

Reference is made to Article V of the Articles of Incorporation
filed with Registrant's Initial Registration Statement on April 9, 1996.

<PAGE> 87

Item 28. Business and Other Connections of Investment Adviser.

All of the information required by this item is set forth in
Schedules D of Forms ADV, as amended, for HIFSCO (File No. 801-53584),
Wellington Management (File No. 801-15908) and HIMCO (File No. 801-53542).

Item 29. Principal Underwriters

Hartford Securities Distribution Company, Inc. ("HSD") is an indirect
wholly owned subsidiary of The Hartford Financial Services Group, Inc. HSD is
the principal underwriter for the following registered investment companies:

<TABLE>
<S> <C>
Hartford Life Insurance DC Variable Account I
Company
Separate Account Two (DC Variable Account II)
Separate Account Two (Variable Account "A")
Separate Account Two (QP Variable Account)
Separate Account Two (NQ Variable Account)
Putnam Capital Manager Trust Separate Account
Separate Account One
Separate Account Two
Separate Account Three
Separate Account Five

Hartford Life and Annuity
Insurance Company Separate Account One
Separate Account Three
Separate Account Five
Separate Account Six
Putnam Capital Manager Trust Separate Account Two

American Maturity Life Separate Account American Maturity Life Variable Annuity
Insurance Company
</TABLE>

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

<TABLE>
<CAPTION>
Position or Office
Name* HSD With Registrant
----- --- ------------------
<S> <C> <C>
Peter Cummins Senior Vice-President Vice President
Lynda Godkin Senior Vice President, General Counsel None
and Corporate Secretary
John P. Ginnetti Executive Vice President Vice President
George Jay Controller & Fin. Principal Controller & Treasurer
Stephen T. Joyce Asst. Secretary None
</TABLE>

<PAGE> 88

<TABLE>
<S> <C> <C>
Glen J. Kvadus Asst. Secretary None
Thomas M. Marra Exec. Vice-Pres. Vice President
Paul Eugene Olson Supv. Registered Principal None
Edward M. Ryan, Jr. Asst. Secretary None
Lowndes A. Smith President and CEO Chairman
Donald W. Waggaman, Jr. Treasurer None
</TABLE>

* Principal business address is P.O. Box 2999, Hartford, CT 06104-2999

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 Companies, 200
Hopmeadow Street, Simsbury, CT 06089.

Item 31. Management Services

Not Applicable

Item 32. Undertakings.

(a) Not Applicable

(b) The Company will file a post-effective amendment, using financial
statements which need not be certified, within four to six months
from the effective date of the Registrant's 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> 89

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 the Registrant
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 5th day of February, 1998.

THE HARTFORD MUTUAL FUNDS, INC.

By: *
---------------------------
Joseph H. Gareau
Its: President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>

* President February 5, 1998
- -------------------------- (Chief Executive Officer
Joseph H. Gareau & Director)

* Controller & Treasurer February 5, 1998
- -------------------------- (Chief Accounting Officer and
George R. Jay Chief Financial Officer)

* Director February 5, 1998
- --------------------------
Joseph A. Biernat

* Director February 5, 1998
- --------------------------
Winifred E. Coleman

* Director February 5, 1998
- --------------------------
William A. O'Neill

* Director February 5, 1998
- --------------------------
Millard H. Pryor, Jr.

* Director February 5, 1998
- --------------------------
Lowndes A. Smith
</TABLE>

<PAGE> 90

* Director February 5, 1998
- --------------------------
John K. Springer

/s/ KEVIN J. CARR February 5, 1998
- --------------------------
* By Kevin J. Carr
Attorney-in-fact
</TABLE>

<PAGE> 91

EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit No. Page No.
- ----------- --------
<C> <C> <C>
5.7 Form of Amendment Number 2 to Investment Management Agreement

5.8 Form of Amendment Number 2 to Sub-Advisory Agreement between
Hartford Investment Financial Services Company and
Wellington Management Company LLP

6.3 Form of Amendment Number 2 to Principal Underwriting Agreement

8.2 Form of Amendment Number 2 to Custodian Agreement

9.2 Form of Amendment Number 2 to Transfer Agency and Service Agreement

15.4 Form of Amendment Number 1 to Amended and Restated
Rule 12b-1 Distribution Plan for Class A Shares

15.5 Form of Amendment Number 1 to Amended and Restated
Amended Rule 12b-1 Distribution Plan for Class B Shares

18.2 Form of Amendment Number 1 to Amended and Restated
Amended Rule 18f-3 Plan

19. Powers of Attorney
</TABLE>

<PAGE> 1

EXHIBIT 5.7

Form of Amendment Number 2 to Investment Management Agreement

<PAGE> 2

AMENDMENT NUMBER 2 TO
INVESTMENT MANAGEMENT AGREEMENT

Pursuant to the Investment Management Agreement between Hartford
Investment Financial Services Company and The Hartford Mutual Funds, Inc.
(formally known as ITT Hartford Mutual Funds, Inc.) dated March 3, 1997, as
amended by Amendment Number 1 to Investment Management Agreement dated
December 31, 1997 (as amended, the "Agreement"), The Hartford Growth and Income
Fund is hereby included in the definition of Portfolio. All provisions in the
Agreement shall apply to the management of the Hartford Growth and Income Fund
except that the management fee shall be as follows:

A fee accrued daily and paid monthly, based upon the following annual
rates and upon the calculated daily net asset value of the Fund:

<TABLE>
<CAPTION>
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>

IN WITNESS WHEREOF, the parties hereto have caused this amendment to be
executed on the _________ day of ________________, 1998.

HARTFORD INVESTMENT FINANCIAL SERVICES COMPANY

______________________________________________
By:
Title:

THE HARTFORD MUTUAL FUNDS, INC.
on behalf of:

The Hartford Growth and Income Fund

______________________________________________
By:
Title:

<PAGE> 1

EXHIBIT 5.8

Form of Amendment Number 2 to Investment Sub-Advisory Agreement between
Hartford Investment Financial Services Company and
Wellington Management Company LLP

<PAGE> 2

AMENDMENT NUMBER 2 TO INVESTMENT SUB-ADVISORY AGREEMENT

The Investment Sub-Advisory Agreement between Hartford Investment
Financial Services Company and Wellington Management Company, LLP ("Wellington
Management") dated March 3, 1997, as amended by Amendment Number 1 to
Investment Sub-Advisory Agreement dated December 31, 1997 (as amended, the
"Agreement") is hereby amended to include The Hartford Growth and Income Fund
(the "Fund") as an additional Portfolio. All provisions in the Agreement shall
apply to the Fund except that the management fee shall be as follows:

A fee accrued daily and paid quarterly, based upon the following annual
rates and upon the calculated daily net asset value of the Fund:

<TABLE>
<CAPTION>
Net Asset Value Annual Rate
--------------- -----------
<S> <C>
First $50,000,000 0.325%
Next $100,000,000 0.250%
Next $350,000,000 0.200%
Next $500,000,000 0.150%
Amount Over $1 Billion 0.125%
</TABLE>

Wellington Management shall waive 100% of its sub-advisory fee until
shareholder assets of the Fund reach $50 million (exclusive of money invested by
HIFSCO or its affiliates).

IN WITNESS WHEREOF, the parties hereto have caused this amendment to be
executed on the ______ day of ____________, 1998.

HARTFORD INVESTMENT FINANCIAL SERVICES COMPANY

______________________________________________
By:
Title:

WELLINGTON MANAGEMENT COMPANY, LLP

______________________________________________
By:
Title:

<PAGE> 1

EXHIBIT 6.3

Form of Amendment Number 2 to Principal Underwriting Agreement

<PAGE> 2

AMENDMENT NUMBER 2 TO
PRINCIPAL UNDERWRITING AGREEMENT

Pursuant to the Principal Underwriting Agreement between Hartford
Securities Distribution Company, Inc. and The Hartford Mutual Funds, Inc.
(formerly known as ITT Hartford Mutual Funds, Inc.) dated July 22, 1996, as
amended by Amendment Number 1 to Principal Underwriting Agreement dated December
31, 1997 (as amended, the "Agreement"), The Hartford Growth and Income Fund is
hereby included as an additional Fund. All provisions in the Agreement shall
apply to The Hartford Growth and Income Fund.

IN WITNESS WHEREOF, the parties hereto have caused this amendment to be
executed on the ______ day of ________________, 1998.

HARTFORD SECURITIES DISTRIBUTION COMPANY, INC.

______________________________________________
By:
Title:

THE HARTFORD MUTUAL FUNDS, INC.
on behalf of:

The Hartford Growth and Income Fund

______________________________________________
By:
Title:

<PAGE> 1

EXHIBIT 8.2

Form of Amendment Number 2 to Custodian Agreement

<PAGE> 2

AMENDMENT NUMBER 2 TO
CUSTODIAN AGREEMENT

Pursuant to the Custodian Agreement between State Street Bank and Trust
Company and The Hartford Mutual Funds, Inc. (formerly known as ITT Hartford
Mutual Funds, Inc.) dated July 15, 1996, as amended by Amendment Number 1 to
Custodian Agreement dated December 31, 1997 (as amended, the "Agreement"), The
Hartford Growth and Income Fund is hereby included as an additional Fund. All
provisions in the Agreement shall apply to The Hartford Growth and Income Fund.

IN WITNESS WHEREOF, the parties hereto have caused this amendment to be
executed on the ______ day of ___________, 1998.

STATE STREET BANK AND TRUST COMPANY

______________________________________________
By:
Title:

THE HARTFORD MUTUAL FUNDS, INC.
on behalf of:

The Hartford Growth and Income Fund

______________________________________________
By:
Title:

<PAGE> 1

EXHIBIT 9.2

Form of Amendment Number 2 to Transfer Agency and Service Agreement

<PAGE> 2

AMENDMENT NUMBER 2 TO
TRANSFER AGENCY AND SERVICE AGREEMENT

Pursuant to the Transfer Agency and Service Agreement between State Street
Bank and Trust Company and The Hartford Mutual Funds, Inc. (formerly known as
ITT Hartford Mutual Funds, Inc.) dated July 15, 1996, as amended by Amendment
Number 1 to Transfer Agency and Service Agreement dated December 31, 1997 (as
amended, the "Agreement"), The Hartford Growth and Income Fund is hereby
included as an additional Fund. All provisions in the Agreement shall apply to
The Hartford Growth and Income Fund.

IN WITNESS WHEREOF, the parties hereto have caused this amendment to be
executed on the _____ day of _____________, 1998.

STATE STREET BANK AND TRUST COMPANY

______________________________________________
By:
Title:

THE HARTFORD MUTUAL FUNDS, INC.
on behalf of:

The Hartford Growth and Income Fund

______________________________________________
By:
Title:

<PAGE> 1

EXHIBIT 15.4

Form of Amendment Number 1 to
Amended and Restated Rule 12b-1 Distribution Plan for Class A Shares

<PAGE> 2

AMENDMENT NUMBER 1 TO AMENDED AND RESTATED
RULE 12b-1 DISTRIBUTION PLAN FOR CLASS A SHARES

Pursuant to the Rule 12b-1 Distribution Plan for Class A Shares between
The Hartford Mutual Funds, Inc. (formerly known as ITT Hartford Mutual Funds,
Inc.) and Hartford Securities Distribution Company, Inc. dated July 22, 1996, as
amended and restated as of December 31, 1997 (as amended and restated, the
"Distribution Plan"), The Hartford Growth and Income Fund is hereby included as
an additional Fund. All provisions in the Distribution Plan shall apply to The
Hartford Growth and Income Fund.

IN WITNESS WHEREOF, the parties hereto have caused this amendment to be
executed on the ____ day of _____________, 1998.

The Hartford Mutual Funds, Inc., on behalf of

The Hartford Growth and Income Fund

By: __________________________________________
Joseph H. Gareau
President

Hartford Securities Distribution Company, Inc.

By: __________________________________________
Peter W. Cummins
Vice President

<PAGE> 1

EXHIBIT 15.5

Form of Amendment Number 1 to
Amended and Restated Rule 12b-1 Distribution Plan for Class B Shares

<PAGE> 2

AMENDMENT NUMBER 1 TO AMENDED AND RESTATED
RULE 12b-1 DISTRIBUTION PLAN FOR CLASS B SHARES

Pursuant to the Rule 12b-1 Distribution Plan for Class B Shares between
The Hartford Mutual Funds, Inc. (formerly known as ITT Hartford Mutual Funds,
Inc.) and Hartford Securities Distribution Company, Inc. dated July 22, 1996, as
amended and restated as of August 22, 1997 and as of December 31, 1997 (as
amended and restated, the "Distribution Plan"), The Hartford Growth and Income
Fund is hereby included as an additional Fund. All provisions in the
Distribution Plan shall apply to The Hartford Growth and Income Fund.

IN WITNESS WHEREOF, the parties hereto have caused this amendment to be
executed on the _____ day of _______________, 1998.

The Hartford Mutual Funds, Inc., on behalf of

The Hartford Growth and Income Fund

By: __________________________________________
Joseph H. Gareau
President

Hartford Securities Distribution Company, Inc.

By: __________________________________________
Peter W. Cummins
Vice President

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EXHIBIT 18.2

Form of Amendment Number 1 to
Amended and Restated Rule 18f-3 Plan

<PAGE> 2

AMENDMENT NUMBER 1 TO
AMENDED AND RESTATED RULE 18f-3 PLAN

Pursuant to the Rule 18f-3 Multiple Class Plan of The Hartford Mutual
Funds, Inc. dated July 22, 1996, as amended and restated as of December 31, 1997
(as amended and restated, the "Plan"), The Hartford Growth and Income Fund is
hereby included as an additional Fund. All provisions in the Plan shall apply to
The Hartford Growth and Income Fund.

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EXHIBIT 19

Powers of Attorney

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HARTFORD ADVISERS FUND, INC., HARTFORD BOND FUND, INC., HARTFORD CAPITAL
APPRECIATION FUND, INC., HARTFORD DIVIDEND AND GROWTH FUND, INC., HARTFORD INDEX
FUND, INC., HARTFORD INTERNATIONAL ADVISERS FUND, INC., HARTFORD INTERNATIONAL
OPPORTUNITIES FUND, INC., HARTFORD MIDCAP FUND, INC., HARTFORD MORTGAGE
SECURITIES FUND, INC., HARTFORD SERIES FUND, INC., HARTFORD SMALL COMPANY FUND,
INC., HARTFORD STOCK FUND, INC., HVA MONEY MARKET FUND, INC. AND THE HARTFORD
MUTUAL FUNDS, INC.,

POWER OF ATTORNEY

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

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

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

/s/ Joseph A. Biernat (SEAL) Dated January 22, 1998
- -----------------------------
Joseph A. Biernat

/s/ Winifred E. Coleman (SEAL) Dated January 22, 1998
- -----------------------------
Winifred E. Coleman

/s/ Joseph H. Gareau (SEAL) Dated January 22, 1998
- -----------------------------
Joseph H. Gareau

/s/ George R. Jay (SEAL) Dated January 22, 1998
- -----------------------------
George R. Jay

/s/ Charles M. O'Halloran (SEAL) Dated January 22, 1998
- -----------------------------
Charles M. O'Halloran
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/s/ William A. O'Neill (SEAL) Dated January 22, 1998
- -----------------------------
William A. O'Neill

/s/ Millard H. Pryor, Jr. (SEAL) Dated January 22, 1998
- -----------------------------
Millard H. Pryor, Jr.

/s/ Lowndes A. Smith (SEAL) Dated January 22, 1998
- -----------------------------
Lowndes A. Smith

/s/ John K. Springer (SEAL) Dated January 22, 1998
- -----------------------------
John K. Springer
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