HARTFORD MUTUAL FUNDS INC/CT, 497, 1998-01-09

HARTFORD MUTUAL FUNDS INC/CT
497, 1998-01-09

Previous: PATINA OIL & GAS CORP, S-8, 1998-01-09

Next: TRANSPACIFIC INTERNATIONAL GROUP CORP, POS AM, 1998-01-09

<PAGE> 1

PROSPECTUS - CLASS A/B The Hartford Mutual Funds
December 31, 1997

MidCap Fund

THE [LOGO]
HARTFORD
<PAGE> 2

THE HARTFORD MIDCAP FUND

PROSPECTUS -- DECEMBER 31, 1997
CLASS A AND CLASS B SHARES

The Hartford MidCap Fund (the "Fund") is a separate series of The Hartford
Mutual Funds, Inc. (the "Company"), a family of nine diversified mutual funds
each with a different investment objective and investment style. The Fund's
investment goal is to invest primarily in stocks of companies with market
capitalizations between $1 billion and $6 billion. 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 December 31, 1997 ("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 MidCap 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> 3

2 THE HARTFORD MUTUAL FUNDS, INC.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
TABLE OF CONTENTS
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Investor Expenses...................................................................................... 3
Introduction to The Hartford MidCap 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
</TABLE>
<PAGE> 4

THE HARTFORD MUTUAL FUNDS, INC. 3

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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>
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............................................................................ 0.85% 0.85%
12b-1 Distribution and Service Fees (after waiver) (5)..................................... 0.30% 1.00%
Other Expenses (after reimbursements) (6).................................................. 0.30% 0.30%
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 ultimate
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 0.61% and 0.82% and the Total Operating Expenses of the Fund would
be 1.76% and 2.67% respectively.

<PAGE> 5

4 THE HARTFORD MUTUAL FUNDS, INC.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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> <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> <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> 6

THE HARTFORD MUTUAL FUNDS, INC. 5

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
INTRODUCTION TO THE HARTFORD
MIDCAP 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 November 17, 1997 and commenced
operations December 31, 1997.

The Company consists of nine 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 September 30, 1997, HIFSCO and its affiliates had investment
management authority with respect to approximately $50.7 billion of assets for
various clients. As of the same date, Wellington Management had investment
management authority with respect to approximately $169 billion of assets for
various clients.

- --------------------------------------------------------------------------------
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 MidCap Fund seeks to achieve long-term capital
growth through capital appreciation by investing primarily in equity securities.

INVESTMENT STYLE. The MidCap Fund seeks to achieve its objective by
investing in a diversified portfolio of primarily equity securities and
securities convertible into equity securities. Under normal market and economic
conditions at least 65% of the MidCap Fund's total assets are invested in equity
securities of companies with market capitalizations between $1 billion and $6
billion. The MidCap Fund uses a two-tiered investment approach. First, under
what is sometimes referred to as a "top down" approach, Wellington Management
analyzes the macro economic and investment environment. This includes an
evaluation of economic conditions, U.S. fiscal and monetary policy, and
demographic trends. Through top down analysis, Wellington Management anticipates
secular and cyclical changes and identifies industries and economic sectors that
are expected to grow faster than the overall economy.

Second, top down analysis is followed by what is sometimes referred to as a
"bottom up" approach, which is the use of fundamental analysis to identify
specific securities for purchase or sale. The MidCap Fund's portfolio emphasizes
high-quality growth companies. The key characteristics of high-quality growth
companies include a leadership position within an industry, a strong balance
sheet, a high return on equity, and a strong management team. Fundamental
analysis involves the assessment of a company through such factors as its
business environment, management, balance sheet, income statement, anticipated
earnings, revenues, and other related measures of value. Up to 20% of the MidCap
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.
<PAGE> 7

6 THE HARTFORD MUTUAL FUNDS, INC.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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 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
nonfundamental 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);
(3) asset-backed securities and mortgage-related securities, including
collateralized mortgage obligations ("CMO's"); and (4) securities issued or
guaranteed as to principal or interest by a sovereign government or one of its
agencies or political subdivisions, supranational entities such as development
banks, non-U.S. corporations, banks or bank holding companies, or other non-U.S.
issuers.

- --------------------------------------------------------------------------------
INVESTMENT GRADE DEBT SECURITIES
- --------------------------------------------------------------------------------

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 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 HARTFORD MUTUAL FUNDS, INC. 7

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

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 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
<PAGE> 9

8 THE HARTFORD MUTUAL FUNDS, INC.

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

or put option, which increases the Fund's return if the option expires
unexercised or is closed out at a net profit.

To hedge against fluctuations in currency exchange rates, 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. 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 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 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.

- --------------------------------------------------------------------------------
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.
<PAGE> 10

THE HARTFORD MUTUAL FUNDS, INC. 9

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

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

- --------------------------------------------------------------------------------
WHEN-ISSUED AND DELAYED-DELIVERY SECURITIES
- --------------------------------------------------------------------------------

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> 11

10 THE HARTFORD MUTUAL FUNDS, INC.

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

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 percentag
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 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 tax qualified retirement plans for which the minimum is $250.
There is a $25 minimum amount for all subsequent purchases.

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
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
<PAGE> 12

THE HARTFORD MUTUAL FUNDS, INC. 11

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

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 SALES CHARGE COMMISSION
SALES CHARGE AS A AS
AS A PERCENTAGE OF PERCENTAGE
PERCENTAGE OF AMOUNT OF
OFFERING PRICE INVESTED PRICE 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 will remit the entire amount of the sales charge to
broker-dealers until either May 1, 1998 or the Fund first reaches $25 million in
assets, whichever comes first.

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> 13

12 THE HARTFORD MUTUAL FUNDS, INC.

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

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> 14

THE HARTFORD MUTUAL FUNDS, INC. 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 these
<PAGE> 15

14 THE HARTFORD MUTUAL FUNDS, INC.

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

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> 16

THE HARTFORD MUTUAL FUNDS, INC. 15

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

to an existing account and payments are directed to someone other than the
registered owner(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
<PAGE> 17

16 THE HARTFORD MUTUAL FUNDS, INC.

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

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.

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
<PAGE> 18

THE HARTFORD MUTUAL FUNDS, INC. 17

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

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 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
<PAGE> 19

18 THE HARTFORD MUTUAL FUNDS, INC.

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

if you violate Internal Revenue Service regulations on tax reporting of income.

The Company does not charge a transaction fee, but if your broker handles
your redemption, they may charge a fee. That fee can be avoided by redeeming
your Fund shares directly through the Transfer Agent. Under the circumstances
described in "How To Buy Shares," you may be subject to a contingent deferred
sales charge when redeeming certain Class A or Class B shares.

- --------------------------------------------------------------------------------
INVESTOR INFORMATION SERVICES
- --------------------------------------------------------------------------------

The Fund provides 24-hour 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 December 31, 1997. As of September 30, 1997, HIFSCO and its affiliates
held discretionary management authority with respect to approximately $50.7
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....................... 0.85%
Next $500,000,000........................ 0.75%
Amount Over $1 Billion................... 0.70%
</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 Secretary and Counsel of HIFSCO.
<PAGE> 20

THE HARTFORD MUTUAL FUNDS, INC. 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 December 31, 1997.

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 a portion of its fees during the
start-up phase of the Fund as described in the SAI. Wellington Management's
quarterly fee is based upon the following annual rates as applied to the average
of the calculated daily net asset value of the Fund:

<TABLE>
<CAPTION>
NET ASSET VALUE ANNUAL RATE
- --------------- -----------

<S> <C>
First $50,000,000........................ 0.40%
Next $100,000,000........................ 0.30%
Next $350,000,000........................ 0.25%
Next $500,000,000........................ 0.20%
Over $1 Billion.......................... 0.175%
</TABLE>

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 September 30, 1997, Wellington Management held
discretionary management authority with respect to approximately $169 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
- --------------------------------------------------------------------------------

Phillip H. Perelmuter, Vice President of Wellington Management, serves as
portfolio manager to the Fund. Mr. Perelmuter joined Wellington Management in
1995. Mr. Perelmuter also serves as Associate Portfolio Manager to the Hartford
Stock Fund, Inc. and Hartford Advisers Fund, Inc., two variable insurance
product funds sponsored by The Hartford, and to The Hartford Stock Fund and The
Hartford Advisers Fund, two portfolios of the Company. Prior to joining
Wellington Management, Mr. Perelmuter was Vice President of Institutional Equity
Sales at CS First Boston Corporation (1988-1995), and a financial consultant at
Merrill Lynch & Company (1983-1986). Mr. Perelmuter has over ten years of
experience in the investment industry.

- --------------------------------------------------------------------------------
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
<PAGE> 21

20 THE HARTFORD MUTUAL FUNDS, INC.

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

distributions. For The Hartford Mutual Funds retirement accounts, all
distributions are reinvested. For other accounts, you have five options:

Reinvest All Distributions in The Fund. You can elect to reinvest all
dividends and long term capital gains distributions in additional shares of the
Fund.

Reinvest Income Dividends Only. You can elect to reinvest investment
income dividends in a Fund while receiving capital gains distributions by check
or sent to your bank account.

Reinvest 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.
Adjusted net capital, mid-term and qualified five-year gains are taxable as such
when distributed to shareholders. It does not matter how long you hold your
shares. Dividends paid from short term capital gains and net investment income
are taxable as ordinary income. Distributions are subject to federal income tax
and may be subject to state or local taxes. Your distributions are taxable when
paid, whether you reinvest them in additional shares or take them in cash. Every
year the Fund will send you and the IRS a statement showing the amount of each
taxable distribution you received in the previous year.

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

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

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

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

- --------------------------------------------------------------------------------
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> 22

THE HARTFORD MUTUAL FUNDS, INC. 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 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> 23

THE [LOGO]
MFPROMCAB-12-97-3031 HARTFORD
<PAGE> 24

PROSPECTUS - CLASS Y The Hartford Mutual Funds
December 31, 1997

MidCap Fund

THE [LOGO]
HARTFORD
<PAGE> 25

THE HARTFORD MIDCAP FUND

PROSPECTUS -- DECEMBER 31, 1997
CLASS Y SHARES

2 THE HARTFORD MUTUAL FUNDS, INC.

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Investor Expenses...................................................................................... 3
Introduction to The Hartford MidCap 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............................................................ 12
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
</TABLE>
<PAGE> 27

THE HARTFORD MUTUAL FUNDS, INC. 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>
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...................................................................................... 0.85%
12b-1 Distribution and Service Fees.................................................................. None
Other Expenses (after reimbursements) (2)............................................................ 0.15%
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 ultimate
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 0.70% and the Total Operating
Expenses of the Fund would be 1.55%, 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> <C>
$10 $32
</TABLE>
<PAGE> 28

4 THE HARTFORD MUTUAL FUNDS, INC.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
INTRODUCTION TO THE HARTFORD
MIDCAP 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 November 17, 1997 and
commenced operations December 31, 1997.

The Company consists of nine 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. The MidCap Fund seeks to achieve long-term capital
growth through capital appreciation by investing primarily in equity securities.

- --------------------------------------------------------------------------------
INVESTMENT POLICIES AND
RISK FACTORS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
MONEY MARKET INSTRUMENTS AND TEMPORARY
INVESTMENT STRATEGIES
- --------------------------------------------------------------------------------

THE HARTFORD MUTUAL FUNDS, INC. 5

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

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

- --------------------------------------------------------------------------------
DEBT SECURITIES
- --------------------------------------------------------------------------------

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

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

6 THE HARTFORD MUTUAL FUNDS, INC.

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

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

- --------------------------------------------------------------------------------
CURRENCY TRANSACTIONS
- --------------------------------------------------------------------------------

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."

- --------------------------------------------------------------------------------
OPTIONS AND FUTURES CONTRACTS
- --------------------------------------------------------------------------------

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
<PAGE> 31

THE HARTFORD MUTUAL FUNDS, INC. 7

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

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 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.

- --------------------------------------------------------------------------------
SWAP AGREEMENTS
- --------------------------------------------------------------------------------

8 THE HARTFORD MUTUAL FUNDS, INC.

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

- --------------------------------------------------------------------------------
OTHER INVESTMENT COMPANIES
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
PORTFOLIO SECURITIES LENDING
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
OTHER RISK FACTORS
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
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
<PAGE> 33

THE HARTFORD MUTUAL FUNDS, INC. 9

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

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 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.

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.

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.

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 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.

10 THE HARTFORD MUTUAL FUNDS, INC.

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

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 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 Y 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.

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 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.

- --------------------------------------------------------------------------------
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
<PAGE> 35

THE HARTFORD MUTUAL FUNDS, INC. 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.

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.

- --------------------------------------------------------------------------------
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
<PAGE> 36

12 THE HARTFORD MUTUAL FUNDS, INC.

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

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.

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.

"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.

- --------------------------------------------------------------------------------
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
<PAGE> 37

THE HARTFORD MUTUAL FUNDS, INC. 13

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

- - 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.

- --------------------------------------------------------------------------------
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....................... 0.85%
Next $500,000,000........................ 0.75%
Amount Over $1 Billion................... 0.70%
</TABLE>

- --------------------------------------------------------------------------------
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 December 31, 1997.

<TABLE>
<CAPTION>
NET ASSET VALUE ANNUAL RATE
- --------------- -----------

14 THE HARTFORD MUTUAL FUNDS, INC.

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

- --------------------------------------------------------------------------------
PORTFOLIO MANAGERS
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
PORTFOLIO TURNOVER
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
BROKERAGE COMMISSIONS
- --------------------------------------------------------------------------------

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.
Adjusted net capital, mid-term and qualified five-year gains are taxable as such
when distributed to shareholders. It does not matter how long you hold your
shares. Dividends paid from short term capital gains and net investment income
are taxable as ordinary income. Distributions are subject to federal income tax
and may be subject to state or local taxes. Your distributions are taxable when
paid, whether you reinvest them in additional shares or take them in cash. Every
year the Fund will send you and the IRS a statement showing the amount of each
taxable distribution you received in the previous year.
<PAGE> 39

THE HARTFORD MUTUAL FUNDS, INC. 15

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

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.

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

- --------------------------------------------------------------------------------
VOTING
- --------------------------------------------------------------------------------

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.

- --------------------------------------------------------------------------------
REQUESTS FOR INFORMATION
- --------------------------------------------------------------------------------

For additional information, write to The Hartford MidCap 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
PRO-
<PAGE> 40

16 THE HARTFORD MUTUAL FUNDS, INC.

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

SPECTUS, 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

THE [LOGO]
MFPROMCY-12-97-3030 HARTFORD
<PAGE> 42

PART B

THE HARTFORD MIDCAP 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 Mutual Funds, Inc., P.O. Box 8416, Boston,
MA 02266-8416 or call the number listed above.

Date of Prospectus: December 31, 1997
Date of Statement of Additional Information: December 31, 1997

<PAGE> 43
TABLE OF CONTENTS PAGE

GENERAL INFORMATION. . . . . . . . . . . . . . . . . . .. . . . . . . . . 1

INVESTMENT OBJECTIVES AND POLICIES . . . . . . . . . . .. . . . . . . . . 1

MANAGEMENT OF THE FUND . . . . . . . . . . . . . . . . .. . . . . . . . . 15

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. . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . 35

CUSTODIAN. . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . 39

TRANSFER AGENT SERVICES. . . . . . . . . . . . . . . . .. . . . . . . . . 39

INDEPENDENT PUBLIC ACCOUNTANTS . . . . . . . . . . . . .. . . . . . . . . 39

OTHER INFORMATION. . . . . . . . . . . . . . . . . . . .. . . . . . . . . 39

APPENDIX . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . 40

<PAGE> 44
GENERAL INFORMATION

The Hartford MidCap Fund (the "Fund"), a diversified series of The
Hartford Mutual Funds, Inc. (the "Company"), commenced operations on December
31, 1997. The Company is an open-end management investment company
consisting of nine 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 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,
futures contracts, options on futures contracts, securities or indices, when
issued and delayed delivery transactions are not subject to this restriction,
an offsetting position or segregated account will be established to cover
such transactions.

<PAGE> 45
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,

<PAGE> 46
however, that the asset coverage requirement applicable to borrowings under
Section 18(f)(1) of the 1940 Act shall be maintained in the manner
contemplated by that Section.

In order to permit the sale of shares of the 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

<PAGE> 47

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.

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.

<PAGE> 48

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 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.

<PAGE> 49

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); (3) asset-backed securities
and mortgage-related securities, including collateralized mortgage
obligations ("CMO's"); and (4) securities issued or guaranteed as to
principal or interest by a sovereign government or one of its agencies or
political subdivisions, supranational entities such as development banks,
non-U.S. corporations, banks or bank holding companies, or other non-U.S.
issuers.

INVESTMENT GRADE DEBT SECURITIES

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,

<PAGE> 50

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 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

<PAGE> 51

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 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.

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 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.

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 options and futures contracts
related thereto.

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

<PAGE> 52

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.

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.

<PAGE> 53

market value caused by foreign currency variations and, by so doing, provide
an alternative to the liquidation of securities positions in the Fund and
resulting transaction costs. When the Fund anticipates a significant foreign
exchange rate increase while intending to invest in a non-U.S. security, the
Fund may purchase a foreign currency futures contract to hedge against a rise
in foreign exchange rates pending completion of the anticipated transaction.
Such a purchase of a futures contract would serve as a temporary measure to
protect the Fund against any rise in the foreign exchange rate that may add
additional costs to acquiring the non-U.S. security position. The Fund
similarly may use futures contracts on equity and debt securities to hedge
against fluctuations in the value of securities it owns or expects to acquire.

The 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

<PAGE> 54

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 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

<PAGE> 55

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 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
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

<PAGE> 56

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 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

<PAGE> 57

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.

<PAGE> 58

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 COMPANY

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

NAME, ADDRESS, AGE AND POSITION WITH THE COMPANY

JOSEPH ANTHONY BIERNAT (age 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.

<PAGE> 59

JOSEPH HARRY GAREAU* (age 50)
Director and President
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 HIMCO, a Director and
Executive Vice President of HIFSCO 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.

<PAGE> 60

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

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). His 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 The Hartford Financial Services Group, Inc. - Life
Companies. Mr. Kohnke is also a Director and Managing Director of HIMCO and a
Director and Vice President of HIFSCO.

<PAGE> 61

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 a Vice President since December, 1994, Senior
Associate General Counsel since 1988 and Corporate Secretary since 1996 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 Counsel
and Secretary of HIFSCO.

<PAGE> 62

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, Inc., Hartford Dividend and Growth Fund, Inc., Hartford
MidCap Fund, Inc., Hartford Stock Fund, Inc., Hartford Index Fund, Inc.,
Hartford Advisers Fund, Inc., Hartford Mortgage Securities Fund, Inc.,
Hartford Bond Income Strategy Fund, Inc., Hartford International
Opportunities Fund, Inc., Hartford International Advisers Fund, Inc.,
Hartford U.S. Government Money Market Fund, Inc., HVA Money Market Fund, Inc.
and the Hartford Small Company Fund, Inc. Shares of each of these investment
companies are offered to and may only be purchased by holders of variable
annuity and variable life insurance contracts issued by 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:

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

TOTAL COMPENSATION
FROM COMPANY AND
COMPLEX PAID TO
DIRECTORS* $23,250 $23,250 $23,250 $23,250 $23,250

</TABLE>

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

<PAGE> 63

OTHER INFORMATION ABOUT THE FUND

The Fund was organized in Maryland on November 17, 1997. 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,

<PAGE> 64

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. With respect to the Fund,
Wellington Management will waive 100% of its fees until the assets of the
Fund reach $100 million, and, thereafter, 50% of its fees until the assets of
the Fund reach $500 million, and, thereafter, 25% of its fees until the
assets of the Fund reach $1 billion.

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.

<PAGE> 65
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 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 September 30, 1997, HIFSCO and its affiliates had approximately $50.7
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
September 30, 1997, Wellington Management had investment management authority
with respect to approximately $169 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

<PAGE> 66

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

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

<PAGE> 67
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.

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.

<PAGE> 68
The purpose of the 0.75% fee representing distribution payments to HSD
under the Class B Plan is to compensate HSD for its distribution services to
the Fund. HSD pays commissions to brokers as well as expenses of printing
prospectuses and reports used for sales purposes, expenses with respect to
the preparation and printing of sales literature and other distribution
related expenses, including without limitation, the cost necessary to provide
distribution-related services, or personnel, travel, office expenses and
equipment. The Class B Plan also provides that HSD will receive all
contingent deferred sales charges attributable to Class B shares.

GENERAL

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

<PAGE> 69

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.

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).

<PAGE> 70

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.

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.

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

<PAGE> 71

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 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).

<PAGE> 72

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

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

<PAGE> 73

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.

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

<PAGE> 74

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 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.

<PAGE> 75

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

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

The Standard & Poor's MidCap 400 Index is designed to represent price
movements in the mid cap U.S. equity market. It contains companies chosen by
the Standard & Poors Index Committee for their size, liquidity and industry
representation. None of the companies in the S&P 400 overlap with those in
the S&P 500 Index or the S&P 600 Index. Decisions about stocks to be
included and deleted are made by the Committee which meets on a regular
basis. S&P 400 stocks are market cap weighted; each stock influences the
Index in proportion to its relative market cap. REITs are not eligible for
inclusion. The range of capitalization of companies in the Index as of
December 29, 1995 was $118 million to $7 billion. The inception year of the
S&P MidCap 400 Index is 1982. The Index is rebalanced as needed. S&P 400
companies which merge or are acquired are immediately replaced in the Index;
other companies are replaced when the Committee decides they are no longer
representative.

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

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

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

The Lehman Government/Corporate Bond Index is a measure of the market
value of approximately 5,300 bonds with a face value currently in excess of
$1.3 trillion. To be included in the Lehman Government/Corporate Index, an
issue must have amounts outstanding in excess of $1 million, have at least
one year to maturity and be rated "Baa" or higher ("investment grade") by a
nationally recognized rating agency.

The Russell 2000 Index represents the bottom two thirds of the largest
3000 publicly traded companies domiciled in the U.S. Russell uses total
market capitalization to sort its

<PAGE> 76
universe to determine the companies that are included in the Index. Only
common stocks are included in the Index. REITs are eligible for inclusion.

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

The Morgan Stanley Capital International EAFE Index (the "EAFE Index")
is an unmanaged index, which includes over 1,000 companies representing the
stock markets of Europe, Australia, New Zealand and the Far East. The EAFE
Index is typically shown weighted by the market capitalization. However, EAFE
is also available weighted by Gross Domestic Product (GDP). These weights are
modified on July 1st of each year to reflect the prior year's GDP. Indices
with dividends reinvested constitute an estimate of total return arrived at
by reinvesting one twelfth of the month end yield at every month end. The
series with net dividends reinvested take into account those dividends net of
withholding taxes retained at the source of payment.

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

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

<PAGE> 77
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 Insurance Forum
Advertising Age Insurance Advocate Independent
Adviser's Magazine Insurance Review Investor's
Adweek Insurance Times
Agent Insurance Week
American Banker Insurance Product News
American Agent and Broker Insurance Sales
Associated Press Investment Dealers Digest
Barron's Investment Advisor
Best's Review Journal of Commerce
Bloomberg Journal of Accountancy
Broker World Journal of the American Society
Business Week of CLU & ChFC
Business Wire Kiplinger's Personal Finance
Business News Features Knight-Ridder
Business Month Life Association News
Business Marketing Life Insurance Selling
Business Daily Life Times
Business Insurance LIMRA's MarketFacts
California Broker Lipper Analytical Services, Inc.
Changing Times MarketFacts
Consumer Reports Medical Economics
Consumer Digest Money
Crain's Morningstar, Inc.
Dow Jones News Service Nation's Business
Economist National Underwriter
Entrepreneur New Choices (formerly 50 Plus)
Entrepreneurial Woman New England Business
Financial Services Week New York Times
Financial World Pension World
Financial Planning Pensions & Investments
Financial Times Professional Insurance Agents
Forbes Professional Agent
Fortune Registered Representative
Hartford Courant Reuter's
Inc Rough Notes
Independent Business Round the Table
Institutional Investor Service

<PAGE> 78
Success U.S. Banker
The Standard United Press International
The Boston Globe USA Today
The Washington Post Value Line
Tillinghast Wall Street Journal
Time Wiesenberger Investment
U.S. News & World Report Working Woman

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.

<PAGE> 79
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, 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.

<PAGE> 80

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 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

<PAGE> 81

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.

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

<PAGE> 82

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 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.

<PAGE> 83

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.

<PAGE> 84

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

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

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

STANDARD AND POOR'S CORPORATION ("STANDARD & POOR'S")

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

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

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

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

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

RATING OF COMMERCIAL PAPER

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

<PAGE> 85

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> 86

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.