HARTFORD SERIES FUND INC, 485APOS, 1998-07-10

HARTFORD SERIES FUND INC
485APOS, 1998-07-10

Previous: HOME EQUITY SECURITIZATION CORP, 8-K, 1998-07-10

Next: ICARUS INTERNATIONAL INC, SB-2/A, 1998-07-10

<PAGE>

As filed with the Securities and Exchange Commission on July 10, 1998

Registration No. 333-45431

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /X/

Pre-Effective Amendment No. / /
Post-Effective Amendment No. _1_ /X/

and/or

REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 /X/

Amendment No. _2_ /X/

HARTFORD SERIES FUND, INC.
(Exact Name of Registrant as Specified in Charter)

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

Registrant's Telephone Number Including Area Code: (860) 297-6443

Kevin J. Carr, Esquire
The Hartford Financial Services Group, Inc.
Law Department
55 Farmington Avenue
Hartford, Connecticut 06105
(Name and Address of Agent for Service)

Approximate Date of Proposed Public Offering

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

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

___ Immediately upon filing pursuant to paragraph (b)
___ On ___________ pursuant to paragraph (b)(l)(v) of Rule 485
___ 60 days after filing pursuant to paragraph (a)(1) of Rule 485
___ On ___________ pursuant to paragraph (a)(1) of Rule 485
___ 75 days after filing pursuant to paragraph (a)(2) of Rule 485
_X_ On September 23, 1998 pursuant to paragraph (a)(2)of Rule 485

If appropriate, check the following box:

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

Registrant has registered an indefinite number of its shares under the
Securities Act of 1933 pursuant to Section (a)(1) of Rule 24f-2 under the
Investment Company Act of 1940.

Registrant will file the Rule 24f-2 Notice for its fiscal year ended
December 31, 1998 with the Securities and Exchange Commission by March 30, 1999.

<PAGE>

HARTFORD SERIES FUND, INC.
Cross-Reference Sheet Showing Location in each Prospectus and
Combined Statement of Additional Information of Information Required
by Items of the Registration Form

FORM N-1A ITEM
NUMBER AND CAPTION LOCATION IN PROSPECTUS
------------------ ----------------------
1. Cover Page Cover Page.

2. Synopsis Not Applicable.

3. Condensed Financial Information Not Applicable.

4. General Description of Registrant Introduction to The Hartford
HLS Mutual Funds, Investment
Objective and Style of the
Fund, Common Investment
Policies and Risk Factors.

5. Management of the Fund Management of the Fund.

6. Capital Stock and other Securities Ownership and Capitalization
of the Fund.

7. Purchase of Securities Being Offered Purchase of Fund Shares.

8. Redemption or Repurchase Sale and Redemption of Fund
Shares.

9. Pending Legal Proceedings Pending Legal Proceedings.

FORM N-1A ITEM LOCATION IN STATEMENT OF
NUMBER AND CAPTION ADDITIONAL INFORMATION
------------------ ------------------------

10. Cover Page Cover Page.

11. Table of Contents Cover Page.

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

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

<PAGE>

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

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

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

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

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

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

20. Tax Status Taxes

21. Underwriters Distribution Arrangements.

22. Calculation of Performance Data Investment Performance.

23. Financial Statements Financial Statements.

<PAGE>

Hartford HLS Mutual Funds
PROSPECTUS -- OCTOBER , 1998
Class IA Shares

This Prospectus provides a choice of fourteen mutual funds (each a "Fund" and
together the "Funds") which serve as underlying investment vehicles for certain
variable annuity and variable life insurance separate accounts of Hartford Life
Insurance Company and Hartford Life and Annuity Insurance Company (collectively,
"Hartford Life"). Each Fund offers two classes of shares: Class IA shares
offered hereby and Class IB shares offered pursuant to another prospectus. The
Funds, which have different investment objectives and policies, are described
below.

STOCK FUNDS

<TABLE>
<CAPTION>
FUND NAME GOAL INVESTMENT STYLE
--------------------------- ------------------------------ ------------------------------------------------------------
<S> <C> <C>
Capital Appreciation Growth of capital Equity: Invests in small, medium, and large companies;
portfolio is comprised primarily of a blend of growth and
value stocks and is broadly diversified across industries.
Dividend and Growth High level of income, growth Equity: Invests primarily in large, well-known U.S.
of capital companies that have historically paid above average
dividends and have the ability to sustain and potentially
increase dividends; portfolio is broadly diversified across
industries.
Global Leaders Growth of capital Equity: Invests primarily in high-quality U.S. and non-U.S.
growth companies; portfolio is broadly diversified across
industries and companies, and under normal market conditions
will be diversified across at least five countries, one of
which will be the U.S.
Growth and Income Growth of capital, current Equity: Invests primarily in equity securities with earnings
income growth potential and steady or rising dividends; portfolio
is broadly diversified across industries.
Index To track general stock market Equity: Seeks investment results which approximate the price
performance and yield performance of publicly-traded common stocks in
the aggregate; attempts to approximate the capital
performance and the dividend income of the Standard & Poor's
500 Composite Stock Index.
International Opportunities Growth of capital International Equity: Invests primarily in large,
high-quality non-U.S. companies in established markets, and
on a limited basis, in smaller companies and emerging
markets; portfolio is broadly diversified across industries
and countries.
MidCap Growth of capital Equity: Invests primarily in high quality U.S. companies
with market capitalizations within the range represented by
the Standard & Poor's MidCap 400 Index; portfolio is broadly
diversified across industries which are expected to grow
faster than the overall economy.
Small Company Growth of capital Equity: Invests primarily in stocks of companies with market
capitalizations within the range represented by the Russell
2000 Index; portfolio is broadly diversified across
industries.
Stock Growth of capital Equity: Invests primarily in large, high quality U.S.
companies; portfolio is broadly diversified across
industries which are expected to grow faster than the
overall economy.
ASSET ALLOCATION FUNDS

<CAPTION>
FUND NAME GOAL INVESTMENT STYLE
--------------------------- ------------------------------ ------------------------------------------------------------
<S> <C> <C>
Advisers Long-term total return Asset Allocation: Invests in a mix of stocks, bonds and
money market instruments; portfolio assets are allocated
gradually among the asset classes based upon the portfolio
manager's view of the economy and valuation of the market
sectors; short term market timing is not used.
International Advisers Long-term total return International Asset Allocation: Invests in a mix of stocks,
bonds and money market instruments; portfolio assets are
diversified among at least five countries and are allocated
gradually among the asset classes based upon the portfolio
manager's view of the economy and valuation of the market
sectors; short term market timing is not used.
</TABLE>

<PAGE>
<TABLE>
<S> <C> <C>
BOND FUNDS
<CAPTION>
FUND NAME GOAL INVESTMENT STYLE
--------------------------- ------------------------------ ------------------------------------------------------------
<S> <C> <C>
Bond High level of income, total Bond: Invests primarily in investment grade bonds; up to 20%
return may be invested in the highest quality tier of the high
yield rating category.
Mortgage Securities Maximum current income Mortgage-related securities: Invests primarily in high
consistent with preservation quality mortgage-related securities, including securities
of principal issued or guaranteed by government agencies,
instrumentalities or sponsored corporations.
MONEY MARKET FUND
<CAPTION>
FUND NAME GOAL INVESTMENT STYLE
--------------------------- ------------------------------ ------------------------------------------------------------
<S> <C> <C>
Money Market Maximum current income Money Market: Invests in short-term money market
consistent with preservation instruments.
of capital
</TABLE>

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

THIS PROSPECTUS SETS FORTH CONCISELY THE INFORMATION ABOUT A FUND THAT A
PROSPECTIVE INVESTOR SHOULD KNOW BEFORE INVESTING. PLEASE READ AND RETAIN THIS
PROSPECTUS FOR FUTURE REFERENCE. ADDITIONAL INFORMATION ABOUT THE FUNDS HAS BEEN
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ("SEC") IN A STATEMENT OF
ADDITIONAL INFORMATION DATED OCTOBER , 1998 ("SAI"), WHICH HAS BEEN
INCORPORATED BY REFERENCE INTO THIS PROSPECTUS. TO OBTAIN A COPY WITHOUT CHARGE
CALL 1-800-862-6668 OR WRITE TO "HARTFORD FAMILY OF FUNDS, C/O INDIVIDUAL
ANNUITY OPERATIONS," P.O. BOX 5085, HARTFORD, CT 06102-5085.

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

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

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>
HARTFORD HLS MUTUAL FUNDS 3
- --------------------------------------------------------------------------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Financial Highlights.................................................. 4
Introduction to the Hartford HLS Mutual Funds......................... 16
Investment Objectives and Styles of the Funds......................... 16
Common Investment Policies and Risk Factors........................... 22
Management of the Funds............................................... 28
Administrative Services for the Funds................................. 31
Expenses of the Funds................................................. 31
Performance Related Information....................................... 32
Dividends............................................................. 32
Determination of Net Asset Value...................................... 32
Purchase of Fund Shares............................................... 32
Sale and Redemption of Shares......................................... 33
Federal Income Taxes.................................................. 33
Ownership and Capitalization of the Funds............................. 33
General Information................................................... 34
Appendix A: Description of Securities Ratings......................... 35
Appendix B: Credit Quality Distribution............................... 37
</TABLE>

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

Additional information about the performance of each Fund, including
Management's Discussion and Analysis of Results, is contained in the Funds'
annual and semi-annual reports to shareholders, which may be obtained without
charge by calling 1-800-862-6668.
<PAGE>
4 HARTFORD CAPITAL APPRECIATION HLS FUND, INC.
- --------------------------------------------------------------------------------

FINANCIAL HIGHLIGHTS

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

<TABLE>
<CAPTION>
(FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)
------------------------------------------------------------------------------------------------------------------
YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED
12/31/97 12/31/96 12/31/95 12/31/94 12/31/93 12/31/92 12/31/91 12/31/90 12/31/89 12/31/88
---------- ---------- --------- ----------- --------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE
AT BEGINNING
OF PERIOD...... $ 3.914 $ 3.490 $ 2.860 $ 3.052 $ 2.634 $ 2.607 $ 1.709 $ 2.020 $ 1.678 $ 1.341
NET INVESTMENT
INCOME......... 0.020 0.022 0.030 0.011 0.003 0.008 $ 0.021 $ 0.029 $ 0.023 $ 0.015
NET REALIZED AND
UNREALIZED
GAINS (LOSSES)
ON
INVESTMENTS.... 0.794 0.655 0.785 0.070 0.526 0.388 0.898 (0.246) 0.376 0.337
---------- ---------- --------- ----------- --------- -------- -------- -------- -------- --------
TOTAL FROM
INVESTMENT
OPERATIONS..... 0.814 0.677 0.815 0.081 0.529 0.396 0.919 (0.217) 0.399 0.352
DIVIDENDS FROM
NET INVESTMENT
INCOME......... (0.022) (0.025) (0.030) (0.011) (0.003) (0.008) (0.021) (0.029) (0.023) (0.015)
DISTRIBUTION
FROM NET
REALIZED GAINS
ON
SECURITIES..... (0.296) (0.228) (0.155) (0.262) (0.108) (0.361) 0.000 (0.065) (0.034) 0.000
RETURN OF
CAPITAL........ 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000
---------- ---------- --------- ----------- --------- -------- -------- -------- -------- --------
TOTAL FROM
DISTRIBUTIONS... (0.318) (0.253) (0.185) (0.273) (0.111) (0.369) (0.021) (0.094) (0.057) (0.015)
---------- ---------- --------- ----------- --------- -------- -------- -------- -------- --------
NET INCREASE
(DECREASE) IN
NET ASSETS..... 0.496 0.424 0.630 (0.192) 0.418 0.027 0.898 (0.311) 0.342 0.337
NET ASSET VALUE
AT END OF
PERIOD......... $ 4.410 $ 3.914 $ 3.490 $ 2.860 $ 3.052 $ 2.634 $ 2.607 $ 1.709 $ 2.020 $ 1.678
---------- ---------- --------- ----------- --------- -------- -------- -------- -------- --------
---------- ---------- --------- ----------- --------- -------- -------- -------- -------- --------

TOTAL RETURN.... 22.34% 20.70% 30.25% 2.50% 20.80% 16.98% 53.99% (10.90)% 24.11% 26.37%
NET ASSETS (IN
THOUSANDS)..... 4,802,992 3,386,670 2,157,892 1,158,644 778,904 300,373 158,046 56,032 59,922 34,226
RATIO OF
OPERATING
EXPENSES TO
AVERAGE NET
ASSETS......... 0.64% 0.65% 0.68% 0.72% 0.76% 0.87% 0.92% 0.96% 0.94% 0.97%
RATIO OF NET
INVESTMENT
INCOME TO
AVERAGE NET
ASSETS......... 0.44% 0.60% 0.95% 0.40% 0.12% 0.36% 0.92% 1.58% 1.25% 0.91%
PORTFOLIO
TURNOVER
RATE........... 57.6% 85.4% 78.6% 73.3% 91.4% 100.3% 107.2% 51.8% 35.0% 48.9%
AVERAGE
COMMISSION
RATE*.......... $ 0.0588 $ 0.0665
</TABLE>

- ---------
* Not required for years prior to 1996.
<PAGE>
HARTFORD DIVIDEND & GROWTH HLS FUND, INC. 5
- --------------------------------------------------------------------------------

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
(FOR A SHARE OUTSTANDING
THROUGHOUT THE INDICATED PERIOD)
-------------------------------------------------
YEAR YEAR YEAR
ENDED ENDED ENDED 03/08/94-
12/31/97 12/31/96 12/31/95 12/31/94(a)
----------- --------- --------- -----------
<S> <C> <C> <C> <C>
NET ASSET VALUE AT BEGINNING OF PERIOD............ $ 1.547 $ 1.371 $ 0.994 $ 1.000
NET INVESTMENT INCOME............................. 0.035 0.034 0.033 0.024
NET REALIZED AND UNREALIZED GAINS (LOSSES) ON
INVESTMENTS...................................... 0.445 0.258 0.323 (0.005)
----------- --------- --------- -----------
TOTAL FROM INVESTMENT OPERATIONS.................. 0.480 0.292 0.356 0.019
DIVIDENDS FROM NET INVESTMENT INCOME.............. (0.031) (0.034) (0.033) (0.024)
DISTRIBUTION FROM NET REALIZED GAINS ON
SECURITIES....................................... (0.044) (0.028) 0.000 (0.001)
RETURN OF CAPITAL................................. 0.000 0.000 0.000 0.000
----------- --------- --------- -----------
TOTAL FROM DISTRIBUTIONS.......................... (0.075) (0.062) (0.033) (0.025)
----------- --------- --------- -----------
NET INCREASE (DECREASE) IN NET ASSETS............. 0.405 0.230 0.323 (0.006)
NET ASSET VALUE AT END OF PERIOD.................. $ 1.952 $ 1.547 $ 1.317 $ 0.994
----------- --------- --------- -----------
----------- --------- --------- -----------

TOTAL RETURN...................................... 31.89 22.91% 36.37% 1.60%***
NET ASSETS (IN THOUSANDS)......................... 1,994,653 879,980 265,070 55,066
RATIO OF OPERATING EXPENSES TO AVERAGE NET
ASSETS........................................... 0.68% 0.73% 0.77% 0.83%*
RATIO OF NET INVESTMENT INCOME TO AVERAGE NET
ASSETS........................................... 2.21% 2.52% 2.91% 3.52%*
PORTFOLIO TURNOVER RATE........................... 34.2% 56.9% 41.4% 27.8%
AVERAGE COMMISSION RATE**......................... $ 0.0543 $ 0.0715
</TABLE>

- ---------
(a) The Fund was declared effective by the Securities and Exchange Commission
on March 8, 1994.

* Annualized. Management fees were waived until assets (excluding assets
contributed by companies affiliated with HL Advisors) reached $20 million.
The ratio of operating expenses to average net assets would have been
higher if management fees were not waived. The ratio of net investment
income to average net assets would have been lower if management fees were
not waived.

** Not required for years prior to 1996.

*** Not annualized.
<PAGE>
6 HARTFORD INDEX HLS FUND, INC.
- --------------------------------------------------------------------------------

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
(FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)
-------------------------------------------------------------------------------------------------------
YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED
12/31/97 12/31/96 12/31/95 12/31/94 12/31/93 12/31/92 12/31/91 12/31/90 12/31/89
----------- --------- --------- --------- --------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE AT
BEGINNING
OF PERIOD........ $ 2.382 $ 2.028 $ 1.522 $ 1.546 $ 1.450 $ 1.390 $ 1.134 $ 1.220 $ 0.960
NET INVESTMENT
INCOME........... 0.035 0.044 0.044 0.038 0.035 0.033 0.036 0.037 0.029
NET REALIZED AND
UNREALIZED GAINS
(LOSSES) ON
INVESTMENTS...... 0.692 0.393 0.507 (0.024) 0.096 0.060 0.294 (0.086) 0.260
----------- --------- --------- --------- --------- -------- -------- -------- --------
TOTAL FROM
INVESTMENT
OPERATIONS....... 0.727 0.437 0.551 0.014 0.131 0.093 0.330 (0.049) 0.289
DIVIDENDS FROM NET
INVESTMENT
INCOME........... (0.035) (0.044) (0.044) (0.038) (0.035) (0.033) (0.036) (0.037) (0.029)
DISTRIBUTION FROM
NET REALIZED
GAINS ON
SECURITIES....... (0.196) (0.039) (0.001) 0.000 0.000 0.000 (0.038) 0.000 0.000
RETURN OF
CAPITAL.......... 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000
----------- --------- --------- --------- --------- -------- -------- -------- --------
TOTAL FROM
DISTRIBUTIONS.... (0.231) (0.083) (0.045) (0.038) (0.035) (0.033) (0.074) (0.037) (0.029)
----------- --------- --------- --------- --------- -------- -------- -------- --------
NET INCREASE
(DECREASE) IN NET
ASSETS........... 0.496 0.354 0.506 (0.024) 0.096 0.060 0.256 (0.086) 0.260
NET ASSET VALUE AT
END
OF PERIOD........ $ 2.878 $ 2.382 $ 2.028 $ 1.522 $ 1.546 $ 1.450 $ 1.390 $ 1.134 $ 1.220
----------- --------- --------- --------- --------- -------- -------- -------- --------
----------- --------- --------- --------- --------- -------- -------- -------- --------

TOTAL RETURN...... 32.61% 22.09% 36.55% 0.94% 9.12% 6.82% 29.53% (3.99)% 30.47%
NET ASSETS (IN
THOUSANDS)....... 1,123,455 621,065 318,253 157,660 140,396 82,335 47,770 26,641 19,456
RATIO OF OPERATING
EXPENSES TO
AVERAGE NET
ASSETS........... 0.39% 0.39% 0.39% 0.45% 0.49% 0.60% 0.67% 0.91% 1.10%
RATIO OF NET
INVESTMENT INCOME
TO AVERAGE NET
ASSETS........... 1.52% 2.07% 2.46% 2.50% 2.36% 2.48% 2.89% 3.27% 2.60%
PORTFOLIO TURNOVER
RATE............. 5.7% 19.3% 1.5% 1.8% 0.8% 1.2% 6.7% 25.5% 12.9%
AVERAGE COMMISSION
RATE*............ $ 0.0230 $ 0.0500

<CAPTION>
YEAR
ENDED
12/31/88
--------
<S> <C>
NET ASSET VALUE AT
BEGINNING
OF PERIOD........ $ 0.854
NET INVESTMENT
INCOME........... 0.030
NET REALIZED AND
UNREALIZED GAINS
(LOSSES) ON
INVESTMENTS...... 0.106
--------
TOTAL FROM
INVESTMENT
OPERATIONS....... 0.136
DIVIDENDS FROM NET
INVESTMENT
INCOME........... (0.030)
DISTRIBUTION FROM
NET REALIZED
GAINS ON
SECURITIES....... 0.000
RETURN OF
CAPITAL.......... 0.000
--------
TOTAL FROM
DISTRIBUTIONS.... (0.030)
--------
NET INCREASE
(DECREASE) IN NET
ASSETS........... 0.106
NET ASSET VALUE AT
END
OF PERIOD........ $ 0.960
--------
--------
TOTAL RETURN...... 16.35%
NET ASSETS (IN
THOUSANDS)....... 10,050
RATIO OF OPERATING
EXPENSES TO
AVERAGE NET
ASSETS........... 1.23%
RATIO OF NET
INVESTMENT INCOME
TO AVERAGE NET
ASSETS........... 3.29%
PORTFOLIO TURNOVER
RATE............. 20.9%
AVERAGE COMMISSION
RATE*............
</TABLE>

- ------------
(a) The Fund was declared effective by the Securities and Exchange Commission
on May 1, 1987.

* Not required for years prior to 1996.
<PAGE>
HARTFORD INTERNATIONAL OPPORTUNITIES HLS FUND, INC. 7
- --------------------------------------------------------------------------------

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
(FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)
-----------------------------------------------------------------------------------------------
YEAR YEAR YEAR YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED ENDED ENDED ENDED 07/02/90-
12/31/97 12/31/96 12/31/95 12/31/94 12/31/93 12/31/92 12/31/91 12/31/90(A)
----------- --------- --------- --------- --------- -------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE AT BEGINNING
OF PERIOD.................... $ 1.407 $ 1.306 $ 1.176 $ 1.215 $ 0.917 $ 0.973 $ 0.871 $ 1.000
NET INVESTMENT INCOME......... 0.022 0.023 0.020 0.016 0.009 0.013 0.011 0.015
NET REALIZED AND UNREALIZED
GAINS (LOSSES) ON
INVESTMENTS.................. (0.019) 0.140 0.141 (0.039) 0.298 (0.056) 0.102 (0.129)
----------- --------- --------- --------- --------- -------- -------- -----------
TOTAL FROM INVESTMENT
OPERATIONS................... 0.003 0.163 0.161 (0.023) 0.307 (0.043) 0.113 (0.114)
DIVIDENDS FROM NET INVESTMENT
INCOME....................... (0.012) (0.025) (0.020) (0.016) (0.009) (0.013) (0.011) (0.015)
DISTRIBUTION FROM NET REALIZED
GAINS ON SECURITIES.......... (0.104) (0.037) (0.011) 0.000 0.000 0.000 0.000 0.000
RETURN OF CAPITAL............. 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000
----------- --------- --------- --------- --------- -------- -------- -----------
TOTAL FROM DISTRIBUTIONS...... (0.116) (0.062) (0.031) (0.016) (0.009) (0.013) (0.011) (0.015)
----------- --------- --------- --------- --------- -------- -------- -----------
NET INCREASE (DECREASE) IN NET
ASSETS....................... (0.113) 0.101 0.130 (0.039) 0.298 (0.056) 0.102 (0.129)
NET ASSET VALUE AT END OF
PERIOD....................... $ 1.294 $ 1.407 $ 1.306 $ 1.176 $ 1.215 $ 0.917 $ 0.973 $ 0.871
----------- --------- --------- --------- --------- -------- -------- -----------
----------- --------- --------- --------- --------- -------- -------- -----------

TOTAL RETURN.................. 0.34% 12.91% 13.93% (1.94)% 33.73% (4.43)% 13.00% (11.76)%
NET ASSETS (IN THOUSANDS)..... 1,092,946 996,543 686,475 563,765 281,608 47,560 22,854 9,352
RATIO OF OPERATING EXPENSES TO
AVERAGE NET ASSETS........... 0.77% 0.79% 0.86% 0.85% 1.00% 1.23% 1.24% 1.04%*
RATIO OF NET INVESTMENT INCOME
TO AVERAGE NET ASSETS........ 1.48% 1.74% 1.60% 1.42% 0.84% 1.40% 1.17% 2.65%*
PORTFOLIO TURNOVER RATE....... 72.7% 70.0% 55.6% 46.4% 31.8% 25.1% 24.7% 3.0%
AVERAGE COMMISSION RATE**..... $ 0.0037 n/a
</TABLE>

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

* Annualized.

** Not required for years prior to 1996.
<PAGE>
8 HARTFORD MIDCAP HLS FUND, INC.
- --------------------------------------------------------------------------------

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
(FOR A SHARE
OUTSTANDING THROUGHOUT
THE INDICATED PERIOD)
----------------------
7/15/97-
12/31/97
----------------------
<S> <C>
NET ASSET VALUE AT BEGINNING OF PERIOD............ $ 1.000
NET INVESTMENT INCOME............................. 0.001
NET REALIZED AND UNREALIZED GAINS (LOSSES) ON
INVESTMENTS...................................... 0.137
-------
TOTAL FROM INVESTMENT OPERATIONS.................. 0.138
DIVIDENDS FROM NET INVESTMENT INCOME.............. (0.001)
DISTRIBUTION FROM NET REALIZED GAINS ON
SECURITIES....................................... 0.000
RETURN OF CAPITAL................................. 0.000
-------
TOTAL FROM DISTRIBUTIONS.......................... (0.001)
-------
NET INCREASE (DECREASE) IN NET ASSETS............. 0.137
NET ASSET VALUE AT END OF PERIOD.................. $ 1.137
-------
-------

TOTAL RETURN...................................... 13.81%*
NET ASSETS (IN THOUSANDS)......................... 27,589
RATIO OF OPERATING EXPENSES TO AVERAGE NET
ASSETS........................................... 0.46%**
RATIO OF NET INVESTMENT INCOME TO AVERAGE NET
ASSETS........................................... 0.45%**
PORTFOLIO TURNOVER RATE........................... 46.1%
AVERAGE COMMISSION RATE........................... $0.0247
</TABLE>

- ------------
* Not annualized.

** Annualized. Management fees were waived until assets (excluding assets
contributed by companies affiliated with HL Advisors) reached $20 million.
The ratio of operating expenses to average net assets would have been higher
if management fees were not waived. The ratio of net investment income to
average net assets would have been lower if management fees were not waived.
<PAGE>
HARTFORD SMALL COMPANY HLS FUND, INC. 9
- --------------------------------------------------------------------------------

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
(FOR A SHARE
OUTSTANDING THROUGHOUT
THE INDICATED PERIOD)
----------------------------------
YEAR
ENDED 08/09/96-
12/31/97 12/31/96(a)
--------- ----------------------
<S> <C> <C>
NET ASSET VALUE AT BEGINNING OF PERIOD............ $ 1.069 $ 1.000
NET INVESTMENT INCOME............................. 0.001 0.002
NET REALIZED AND UNREALIZED GAINS (LOSSES) ON
INVESTMENTS...................................... 0.195 0.069
--------- --------
TOTAL FROM INVESTMENT OPERATIONS.................. 0.196 0.071
DIVIDENDS FROM NET INVESTMENT INCOME.............. (0.001) (0.002)
DISTRIBUTION FROM NET REALIZED GAINS ON
SECURITIES....................................... (0.062) 0.000
RETURN OF CAPITAL................................. 0.000 0.000
--------- --------
TOTAL FROM DISTRIBUTIONS.......................... (0.063) (0.002)
--------- --------
NET INCREASE (DECREASE) IN NET ASSETS............. 0.133 0.069
NET ASSET VALUE AT END OF PERIOD.................. $ 1.202 $ 1.069
--------- --------
--------- --------

TOTAL RETURN...................................... 18.38% 7.15%**
NET ASSETS (IN THOUSANDS)......................... 210,769 42,812
RATIO OF OPERATING EXPENSES TO AVERAGE NET
ASSETS........................................... 0.77% 0.72%*
RATIO OF NET INVESTMENT INCOME TO AVERAGE NET
ASSETS........................................... 0.08% 0.31%*
PORTFOLIO TURNOVER RATE........................... 222.2% 31.8%
AVERAGE COMMISSION RATE........................... $ 0.4120 $0.0290
</TABLE>

- ------------
(a) The Fund was declared effective by the Securities and Exchange Commission
on August 9, 1996.

* Annualized. Management fees were waived until assets (excluding assets
contributed by companies affiliated with HL Advisors) reached $20 million.
The ratio of operating expenses to average net assets would have been higher
if management fees were not waived. The ratio of net investment income to
average net assets would have been lower if management fees were not waived.

** Not annualized.
<PAGE>
HARTFORD ADVISERS HLS FUND, INC. 10
- --------------------------------------------------------------------------------

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
(FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)
-----------------------------------------------------------------------------------------------------------
YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED
12/31/97 12/31/96 12/31/95 12/31/94 12/31/93 12/31/92 12/31/91 12/31/90 12/31/89
---------- ---------- ---------- ----------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE
AT BEGINNING
OF PERIOD..... $ 4.143 $ 3.527 $ 2.801 $ 3.099 $ 2.965 $ 2.927 $ 2.452 $ 2.775 $ 2.304
NET INVESTMENT
INCOME........ 0.050 0.060 0.070 0.061 0.053 0.051 0.059 0.070 0.065
NET REALIZED
AND UNREALIZED
GAINS (LOSSES)
ON
INVESTMENTS... 1.196 0.763 0.840 (0.111) 0.339 0.219 0.532 (0.179) 0.522
---------- ---------- ---------- ----------- --------- --------- --------- --------- ---------
TOTAL FROM
INVESTMENT
OPERATIONS.... 01.246 0.823 0.910 (0.050) 0.392 0.270 0.591 (0.109) 0.587
DIVIDENDS FROM
NET INVESTMENT
INCOME........ (0.049) (0.059) (0.070) (0.061) (0.053) (0.051) (0.059) (0.070) (0.065)
DISTRIBUTION
FROM NET
REALIZED GAINS
ON
SECURITIES.... (0.217) (0.148) (0.114) (0.187) (0.205) (0.181) (0.057) (0.144) (0.051)
RETURN OF
CAPITAL....... 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000
---------- ---------- ---------- ----------- --------- --------- --------- --------- ---------
TOTAL FROM
DISTRIBUTIONS... (0.266) (0.207) (0.184) (0.248) (0.258) (0.232) (0.116) (0.214) (0.116)
---------- ---------- ---------- ----------- --------- --------- --------- --------- ---------
NET INCREASE
(DECREASE) IN
NET ASSETS.... 0.980 0.616 0.726 (0.298) 0.134 0.038 0.475 (0.323) 0.471
NET ASSET VALUE
AT END OF
PERIOD........ $ 5.123 $ 4.143 $ 3.527 $ 2.801 $ 3.099 $ 2.965 $ 2.927 $ 2.452 $ 2.775
---------- ---------- ---------- ----------- --------- --------- --------- --------- ---------
---------- ---------- ---------- ----------- --------- --------- --------- --------- ---------

TOTAL RETURN... 31.38% 24.33% 34.10% (1.89)% 14.34% 10.04% 24.58% (3.87)% 26.02%
NET ASSETS (IN
THOUSANDS).... 4,713,322 2,994,209 1,876,884 1,163,158 968,425 569,903 406,489 257,553 266,756
RATIO OF
OPERATING
EXPENSES TO
AVERAGE NET
ASSETS........ 0.45% 0.46% 0.48% 0.50% 0.53% 0.57% 0.60% 0.66% 0.64%
RATIO OF NET
INVESTMENT
INCOME TO
AVERAGE NET
ASSETS........ 1.11% 1.59% 2.23% 2.17% 1.86% 1.90% 2.14% 2.76% 2.31%
PORTFOLIO
TURNOVER
RATE.......... 31.6% 42.3% 52.9% 63.8% 69.0% 69.8% 24.3% 20.2% 24.4%
AVERAGE
COMMISSION
RATE*......... $ 0.0531 $ 0.0490

<CAPTION>
YEAR
ENDED
12/31/88
---------
<S> <C>
NET ASSET VALUE
AT BEGINNING
OF PERIOD..... $ 1.977
NET INVESTMENT
INCOME........ 0.045
NET REALIZED
AND UNREALIZED
GAINS (LOSSES)
ON
INVESTMENTS... 0.327
---------
TOTAL FROM
INVESTMENT
OPERATIONS.... 0.372
DIVIDENDS FROM
NET INVESTMENT
INCOME........ (0.045)
DISTRIBUTION
FROM NET
REALIZED GAINS
ON
SECURITIES.... 0.000
RETURN OF
CAPITAL....... 0.000
---------
TOTAL FROM
DISTRIBUTIONS.. (0.045)
---------
NET INCREASE
(DECREASE) IN
NET ASSETS.... 0.327
NET ASSET VALUE
AT END OF
PERIOD........ $ 2.304
---------
---------
TOTAL RETURN... 19.00%
NET ASSETS (IN
THOUSANDS).... 187,511
RATIO OF
OPERATING
EXPENSES TO
AVERAGE NET
ASSETS........ 0.65%
RATIO OF NET
INVESTMENT
INCOME TO
AVERAGE NET
ASSETS........ 2.08%
PORTFOLIO
TURNOVER
RATE.......... 22.9%
AVERAGE
COMMISSION
RATE*.........
</TABLE>

- ------------
* Not required for years prior to 1996.
<PAGE>
11 HARTFORD STOCK FUND HLS FUND
- --------------------------------------------------------------------------------

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
(FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)
-------------------------------------------------------------------------------------------------------------
YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED
12/31/97 12/31/96 12/31/95 12/31/94 12/31/93 12/31/92 12/31/91 12/31/90 12/31/89
----------- ----------- ----------- ------------ ---------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE AT
BEGINNING
OF PERIOD........ $ 2.169 $ 1.958 $ 1.600 $ 1.752 $ 1.676 $ 1.649 $ 1.436 $ 1.543 $ 1.332
NET INVESTMENT
INCOME........... 0.056 0.059 0.064 0.054 0.050 0.059 0.063 0.074 0.062
NET REALIZED AND
UNREALIZED GAINS
(LOSSES) ON
INVESTMENTS...... 0.455 0.255 0.377 (0.100) 0.145 0.070 0.223 (0.059) 0.221
----------- ----------- ----------- ------------ ---------- --------- --------- --------- ---------
TOTAL FROM
INVESTMENT
OPERATIONS....... 0.511 0.314 0.441 (0.046) 0.195 0.129 0.286 0.015 0.283
DIVIDENDS FROM NET
INVESTMENT
INCOME........... (0.055) (0.059) (0.064) (0.054) (0.050) (0.059) (0.063) (0.074) (0.062)
DISTRIBUTION FROM
NET REALIZED
GAINS ON
SECURITIES....... (0.098) (0.044) (0.019) (0.052) (0.069) (0.043) (0.010) (0.048) (0.010)
RETURN OF
CAPITAL.......... 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000
----------- ----------- ----------- ------------ ---------- --------- --------- --------- ---------
TOTAL FROM
DISTRIBUTIONS.... (0.153) (0.103) (0.083) (0.106) (0.119) (0.102) (0.073) (0.122) (0.072)
----------- ----------- ----------- ------------ ---------- --------- --------- --------- ---------
NET INCREASE
(DECREASE) IN NET
ASSETS........... 0.358 0.211 0.358 (0.152) 0.076 0.027 0.213 (0.107) 0.211
NET ASSET VALUE AT
END OF PERIOD.... $ 2.527 $ 2.169 $ 1.958 $ 1.600 $ 1.752 $ 1.676 $ 1.649 $ 1.436 $ 1.543
----------- ----------- ----------- ------------ ---------- --------- --------- --------- ---------
----------- ----------- ----------- ------------ ---------- --------- --------- --------- ---------

TOTAL RETURN...... 24.51% 16.62% 28.34% (2.74)% 12.25% 8.30% 20.33% 1.26% 21.72%
NET ASSETS (IN
THOUSANDS)....... 8,283,912 5,879,529 4,262,769 3,034,034 2,426,550 985,747 631,424 416,839 371,917
RATIO OF OPERATING
EXPENSES TO
AVERAGE NET
ASSETS........... 0.63% 0.63% 0.65% 0.65% 0.69% 0.78% 0.81% 0.89% 0.89%
RATIO OF NET
INVESTMENT INCOME
TO AVERAGE NET
ASSETS........... 2.44% 2.92% 3.57% 3.34% 3.07% 3.55% 4.13% 4.65% 4.14%
PORTFOLIO TURNOVER
RATE............. 36.1% 53.8% 63.5% 60.0% 55.3% 72.8% 42.1% 35.7% 33.5%
AVERAGE COMMISSION
RATE*............ $ 0.0529 $ 0.0487

<CAPTION>
YEAR
ENDED
12/31/88
---------
<S> <C>
NET ASSET VALUE AT
BEGINNING
OF PERIOD........ $ 1.213
NET INVESTMENT
INCOME........... 0.051
NET REALIZED AND
UNREALIZED GAINS
(LOSSES) ON
INVESTMENTS...... 0.119
---------
TOTAL FROM
INVESTMENT
OPERATIONS....... 0.170
DIVIDENDS FROM NET
INVESTMENT
INCOME........... (0.051)
DISTRIBUTION FROM
NET REALIZED
GAINS ON
SECURITIES....... 0.000
RETURN OF
CAPITAL.......... 0.000
---------
TOTAL FROM
DISTRIBUTIONS.... (0.051)
---------
NET INCREASE
(DECREASE) IN NET
ASSETS........... 0.119
NET ASSET VALUE AT
END OF PERIOD.... $ 1.332
---------
---------
TOTAL RETURN...... 14.24%
NET ASSETS (IN
THOUSANDS)....... 264,750
RATIO OF OPERATING
EXPENSES TO
AVERAGE NET
ASSETS........... 0.90%
RATIO OF NET
INVESTMENT INCOME
TO AVERAGE NET
ASSETS........... 3.93%
PORTFOLIO TURNOVER
RATE............. 30.9%
AVERAGE COMMISSION
RATE*............
</TABLE>

- -------------
* Not required for years prior to 1996.
<PAGE>
12 HARTFORD INTERNATIONAL ADVISERS HLS FUND, INC.
- --------------------------------------------------------------------------------

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
(FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)
------------------------------------------
YEAR YEAR
ENDED ENDED 03/01/95-
12/31/97 12/31/96 12/31/95(a)
----------- ---------- ------------
<S> <C> <C> <C>
NET ASSET VALUE AT BEGINNING OF PERIOD............ $ 1.167 $ 1.109 $ 1.000
NET INVESTMENT INCOME............................. 0.056 0.040 0.030
NET REALIZED AND UNREALIZED GAINS (LOSSES) ON
INVESTMENTS...................................... 0.006 0.093 0.126
----------- -------- -------
TOTAL FROM INVESTMENT OPERATIONS.................. 0.062 0.133 0.156
DIVIDENDS FROM NET INVESTMENT INCOME.............. ) (0.050 (0.051) (0.030)
DISTRIBUTION FROM NET REALIZED GAINS ON
SECURITIES....................................... ) (0.004 (0.024) (0.017)
RETURN OF CAPITAL................................. 0.000 0.000 0.000
----------- -------- -------
TOTAL FROM DISTRIBUTIONS.......................... ) (0.054 (0.075) (0.047)
----------- -------- -------
NET INCREASE (DECREASE) IN NET ASSETS............. 0.008 0.058 0.109
NET ASSET VALUE AT END OF PERIOD.................. $ 1.175 $ 1.167 $ 1.109
----------- -------- -------
----------- -------- -------

TOTAL RETURN...................................... % 5.52 12.25% 13.24%***
NET ASSETS (IN THOUSANDS)......................... 207,582 104,486 31,264
RATIO OF OPERATING EXPENSES TO AVERAGE NET
ASSETS........................................... % 0.87 0.96% 0.65%*
RATIO OF NET INVESTMENT INCOME TO AVERAGE NET
ASSETS........................................... % 3.08 3.24% 3.36%*
PORTFOLIO TURNOVER RATE........................... % 162.5 95.2% 47.2%
AVERAGE COMMISSION RATE**......................... $ 0.0045 $0.0064
</TABLE>

- ------------
(a) The Fund was declared effective by the Securities and Exchange Commission
on March 1, 1995.

** Not required for years prior to 1996.

*** Not annualized.
<PAGE>
HARTFORD BOND HLS FUND, INC. 13
- --------------------------------------------------------------------------------

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
(FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)
-------------------------------------------------------------------------------------------------------
YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED
12/31/97 12/31/96 12/31/95 12/31/94 12/31/93 12/31/92 12/31/91 12/31/90 12/31/89 12/31/88
--------- --------- --------- --------- --------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE AT
BEGINNING
OF PERIOD............... $ 1.000 $ 1.028 $ 0.926 $ 1.044 $ 1.024 $ 1.061 $ 0.979 $ 0.976 $ 0.945 $ 0.952
NET INVESTMENT INCOME.... 0.063 0.064 0.064 0.060 0.062 0.074 0.072 0.075 0.079 0.077
NET REALIZED AND
UNREALIZED GAINS
(LOSSES) ON
INVESTMENTS............. 0.047 (0.029) 0.102 (0.100) 0.039 (0.019) 0.082 0.003 0.031 (0.007)
--------- --------- --------- --------- --------- -------- -------- -------- -------- --------
TOTAL FROM INVESTMENT
OPERATIONS.............. 0.110 0.035 0.166 (0.040) 0.101 0.055 0.154 0.078 0.110 0.070
DIVIDENDS FROM NET
INVESTMENT
INCOME.................. (0.060) (0.063) (0.064) (0.060) (0.062) (0.074) (0.072) (0.075) (0.079) (0.077)
DISTRIBUTION FROM NET
REALIZED GAINS ON
SECURITIES.............. 0.000 0.000 0.000 (0.018) (0.019) (0.018) 0.000 0.000 0.000 0.000
RETURN OF CAPITAL........ 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000
--------- --------- --------- --------- --------- -------- -------- -------- -------- --------
TOTAL FROM
DISTRIBUTIONS........... (0.060) (0.063) (0.064) (0.078) (0.081) (0.092) (0.072) (0.075) (0.079) (0.077)
--------- --------- --------- --------- --------- -------- -------- -------- -------- --------
NET INCREASE (DECREASE)
IN NET ASSETS........... 0.050 (0.028) 0.102 (0.118) 0.020 (0.037) 0.082 0.003 0.031 (0.007)
NET ASSET VALUE AT END OF
PERIOD.................. $ 1.050 $ 1.000 $ 1.028 $ 0.926 $ 1.044 $ 1.024 $ 1.061 $ 0.979 $ 0.976 $ 0.945
--------- --------- --------- --------- --------- -------- -------- -------- -------- --------
--------- --------- --------- --------- --------- -------- -------- -------- -------- --------

TOTAL RETURN............. 11.35% 3.54% 18.49% (3.95)% 10.24% 5.53% 16.43% 8.39% 12.10% 7.60%
NET ASSETS (IN
THOUSANDS).............. 552,870 402,548 342,495 247,458 239,602 128,538 97,377 70,915 61,602 54,215
RATIO OF OPERATING
EXPENSES TO AVERAGE NET
ASSETS.................. 0.51% 0.52% 0.53% 0.55% 0.57% 0.64% 0.66% 0.67% 0.67% 0.69%
RATIO OF NET INVESTMENT
INCOME TO AVERAGE NET
ASSETS.................. 6.58% 6.37% 6.51% 6.23% 5.93% 7.21% 7.29% 7.82% 8.09% 8.12%
PORTFOLIO TURNOVER
RATE.................... 112.9%** 212.0% 215.0% 328.8% 494.3% 434.1% 337.0% 161.6% 225.0% 230.3%
CURRENT YIELD*........... 6.34% 6.25% 6.46% 7.19% 4.93% 6.48% 6.62% 8.17% 7.92% 9.15%
</TABLE>

- ------------
* The yield information will fluctuate and publication of yield may not
provide a basis for comparison with bank deposits, other investments which
are insured and/or pay a fixed yield for a stated period of time, or other
investment companies. In addition, information may be of limited use for
comparative purposes because it does not reflect charges imposed at the
Separate Account level which, if included, would decrease the yield. This
figure has not been audited.

** Excluding mortgage dollar rolls.
<PAGE>
14 HARTFORD MORTGAGE SECURITIES HLS FUND, INC.
- --------------------------------------------------------------------------------

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
(FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)
---------------------------------------------------------------------------------------------------------
YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED
12/31/97 12/31/96 12/31/95 12/31/94 12/31/93 12/31/92 12/31/91 12/31/90 12/31/89 12/31/88
--------- --------- --------- --------- --------- --------- --------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE AT
BEGINNING
OF PERIOD.............. $ 1.056 $ 1.071 $ 0.984 $ 1.075 $ 1.079 $ 1.115 $ 1.054 $ 1.045 $ 1.006 $ 1.011
NET INVESTMENT INCOME... 0.071 0.069 0.068 0.068 0.071 0.086 0.088 0.087 0.088 0.087
NET REALIZED AND
UNREALIZED GAINS
(LOSSES) ON
INVESTMENTS............ 0.022 (0.018) 0.087 (0.086) (0.004) (0.036) 0.061 0.009 0.039 (0.005)
--------- --------- --------- --------- --------- --------- --------- -------- -------- --------
TOTAL FROM INVESTMENT
OPERATIONS............. 0.093 0.051 0.155 (0.018) 0.067 0.050 0.149 0.096 0.127 0.082
DIVIDENDS FROM NET
INVESTMENT INCOME...... (0.065) (0.066) (0.068) (0.068) (0.071) (0.086) (0.088) (0.087) (0.088) (0.087)
DISTRIBUTION FROM NET
REALIZED GAINS ON
SECURITIES............. 0.000 0.000 0.000 (0.005) 0.000 0.000 0.000 0.000 0.000 0.000
RETURN OF CAPITAL....... 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000
--------- --------- --------- --------- --------- --------- --------- -------- -------- --------
TOTAL FROM
DISTRIBUTIONS.......... (0.065) (0.066) (0.068) (0.073) (0.071) (0.086) (0.088) (0.087) (0.088) (0.087)
--------- --------- --------- --------- --------- --------- --------- -------- -------- --------
NET INCREASE (DECREASE)
IN NET ASSETS.......... 0.028 (0.015) 0.087 (0.091) (0.004) (0.036) 0.061 0.009 0.039 (0.005)
NET ASSET VALUE AT END
OF PERIOD.............. $ 1.084 $ 1.056 $ 1.071 $ 0.984 $ 1.075 $ 1.079 $ 1.115 $ 1.054 $ 1.045 $ 1.006
--------- --------- --------- --------- --------- --------- --------- -------- -------- --------
--------- --------- --------- --------- --------- --------- --------- -------- -------- --------

TOTAL RETURN............ 9.01% 4.99% 16.17% (1.61)% 6.31% 4.64% 14.71% 9.70% 13.13% 8.38%
NET ASSETS (IN
THOUSANDS)............. 325,702 325,495 327,565 304,147 365,198 258,711 162,484 105,620 85,908 85,075
RATIO OF OPERATING
EXPENSES TO AVERAGE NET
ASSETS................. 0.45% 0.45% 0.47% 0.48% 0.49% 0.56% 0.58% 0.58% 0.58% 0.60%
RATIO OF NET INVESTMENT
INCOME TO AVERAGE NET
ASSETS................. 6.60% 6.67% 6.50% 6.65% 6.49% 7.96% 8.25% 8.42% 8.64% 8.56%
PORTFOLIO TURNOVER
RATE................... 46.5** 200.0% 489.4% 365.7% 183.4% 277.2% 152.2% 85.6% 91.3% 185.0%
CURRENT YIELD*.......... 6.66% 6.67% 6.90% 7.84% 5.73% 7.51% 8.16% 8.21% 8.28% 9.12%
</TABLE>

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

* The yield information will fluctuate and publication of yield may not
provide a basis for comparison with bank deposits, other investments which
are insured and/or pay a fixed yield for a stated period of time, or other
investment companies. In addition, information may be of limited use for
comparative purposes because it does not reflect charges imposed at the
Separate Account level which, if included, would decrease the yield. This
figure has not been audited.

** Excluding mortgage dollar rolls.
<PAGE>
HARTFORD MONEY MARKET HLS FUND, INC. 15
- --------------------------------------------------------------------------------

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
(FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)
------------------------------------------------------------------------------------------------------------
YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED
12/31/97 12/31/96 12/31/95 12/31/94 12/31/93 12/31/92 12/31/91 12/31/90 12/31/89 12/31/88
--------- --------- --------- --------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE AT
BEGINNING OF
PERIOD............... $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
NET INVESTMENT
INCOME............... 0.049 0.050 0.056 0.039 0.029 0.036 0.059 0.078 0.088 0.071
NET REALIZED AND
UNREALIZED GAINS
(LOSSES) ON
INVESTMENTS.......... 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000
--------- --------- --------- --------- --------- --------- --------- --------- --------- ---------
TOTAL FROM INVESTMENT
OPERATIONS........... 0.049 0.050 0.056 0.039 0.029 0.036 0.059 0.078 0.088 0.071
DIVIDENDS FROM NET
INVESTMENT INCOME.... (0.049) (0.050) (0.056) (0.039) (0.029) (0.036) (0.059) (0.078) (0.088) (0.071)
DISTRIBUTION FROM NET
REALIZED GAINS ON
SECURITIES........... 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000
RETURN OF CAPITAL..... 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000
--------- --------- --------- --------- --------- --------- --------- --------- --------- ---------
TOTAL FROM
DISTRIBUTIONS........ (0.049) (0.050) (0.056) (0.039) (0.029) (0.036) (0.059) (0.078) (0.088) (0.071)
--------- --------- --------- --------- --------- --------- --------- --------- --------- ---------
NET INCREASE
(DECREASE) IN NET
ASSETS............... 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000
NET ASSET VALUE AT END
OF
PERIOD............... $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
--------- --------- --------- --------- --------- --------- --------- --------- --------- ---------
--------- --------- --------- --------- --------- --------- --------- --------- --------- ---------
TOTAL RETURN.......... 5.31% 5.09% 5.74% 3.95% 2.94% 3.63% 6.01% 8.09% 9.10% 7.40%

NET ASSETS (IN
THOUSANDS)........... 612,480 542,586 339,709 321,465 234,088 190,246 177,483 194,462 129,808 127,346
RATIO OF OPERATING
EXPENSES TO AVERAGE
NET ASSETS........... 0.44% 0.44% 0.45% 0.47% 0.48% 0.53% 0.54% 0.57% 0.58% 0.58%
RATIO OF NET
INVESTMENT INCOME TO
AVERAGE NET ASSETS... 5.21% 5.04% 5.57% 3.99% 2.91% 3.60% 5.88% 7.80% 8.75% 7.19%
PORTFOLIO TURNOVER
RATE................. -- -- -- -- -- -- -- -- -- --
CURRENT YIELD*........ 5.36% 5.1% 5.40% 5.43% 2.89% 3.09% 4.66% 7.73% 8.21% 8.49%
EFFECTIVE YIELD*...... 5.50% 5.23% 5.54% 5.58% 2.93% 3.14% 4.79% 8.03% 8.55% 8.85%
</TABLE>

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

* The yield information will fluctuate and publication of yield may not provide
a basis for comparison with bank deposits, other investments which are
insured and/or pay a fixed yield for a stated period of time, or other
investment companies. In addition, information may be of limited use for
comparative purposes because it does not reflect charges imposed at the
Separate Account level which, if included, would decrease the yield. This
figure has not been audited.
<PAGE>
16 HARTFORD HLS MUTUAL FUNDS
- --------------------------------------------------------------------------------

INTRODUCTION TO THE
HARTFORD HLS MUTUAL FUNDS

The Funds are made available to serve as the underlying investment vehicles
for certain variable annuity and variable life insurance separate accounts of
Hartford Life. Each Fund operates as a diversified open-end management
investment company. Each Fund has different investment objectives, styles and
policies. These differences affect the types of securities in which each Fund
may invest and, therefore, the potential return of each Fund and the associated
risks. There is no assurance, however, that any Fund will meet its investment
goals. Whether an investment in a particular Fund is appropriate for you depends
on your investment goals, including the return you seek, the expected duration
of your investment and the level of risk you are willing to bear.

Each Fund offers two classes of shares: Class IA shares and Class IB shares.
The shares of each Fund are currently sold only to insurance company separate
accounts in connection with variable life insurance contracts and variable
annuity contracts issued by Hartford Life. Both classes of shares are offered
and redeemed at their net asset value without the imposition of any sales load.
Only Class IA shares are offered by this Prospectus. Class IB shares are offered
pursuant to another prospectus and are subject to the same expenses as the Class
IA shares, but unlike the Class IB shares, Class IA shares are not subject to
distribution fees imposed pursuant to a distribution plan adopted pursuant to
Rule 12b-1 under the Investment Company Act of 1940 (the "1940 Act"). Inquiries
regarding Class IB shares should be addressed to Hartford Family of Funds, c/o
Individual Annuity Operations, P.O. Box 5085, Hartford, CT 06102-5085 or by
calling 1-800-862-6668.

HL Investment Advisors, Inc. ("HL Advisors") is the investment manager to
each Fund. In addition, under HL Advisors' general management, Wellington
Management Company, LLP ("Wellington Management") serves as investment
sub-adviser to the Capital Appreciation HLS Fund, Dividend and Growth HLS Fund,
Global Leaders HLS Fund, Growth and Income HLS Fund, International Opportunities
HLS Fund, MidCap HLS Fund, Small Company HLS Fund, Stock HLS Fund, Advisers HLS
Fund and International Advisers HLS Fund. In addition, under HL Advisors'
general management, The Hartford Investment Management Company
("HIMCO-Registered Trademark-") serves as investment sub-adviser to the Index
HLS Fund, Bond HLS Fund, Mortgage Securities HLS Fund, and Money Market HLS
Fund.

HL Advisors was incorporated in Connecticut in 1981 and is a majority-owned
indirect subsidiary of The Hartford Financial Services Group, Inc. ("The
Hartford"), a Connecticut insurance holding company with over $130 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. HIMCO is a
professional money management firm that provides services to investment
companies, employee benefit plans, its affiliated insurance companies and other
institutional accounts. HIMCO was incorporated in 1996 and is a wholly-owned
subsidiary of The Hartford. As of March 31, 1998, HL Advisors had investment
management authority with respect to approximately $24 billion of assets, HIMCO
and its wholly-owned subsidiary had investment management authority with respect
to approximately $56 billion of assets and Wellington Management had investment
management authority with respect to approximately $194 billion of assets for
various clients.

INVESTMENT OBJECTIVES AND
STYLES OF THE FUNDS

The Funds have different investment objectives and policies, as described
below. These differences can be expected to affect the return of each Fund and
the degree of market and financial risk to which each Fund is subject. For more
information about the investment strategies employed by the Funds, see "Common
Investment Policies and Risk Factors." The investment objective of each Fund and
certain other investment restrictions enumerated in detail in the SAI are
considered fundamental and cannot be changed without the affirmative vote of a
majority of the outstanding voting securities of the particular Fund. All other
policies not specifically designated as fundamental are nonfundamental and may
be changed by the Board of Directors of the particular Fund. The percentage
limits described in the sections below are determined as of the time securities
are purchased. See the SAI for a complete listing of investment restrictions.
Stated below is the investment objective and investment style for each Fund. For
a description of each Fund's investment policies and risk factors, see "Common
Investment Policies and Risk Factors."

HARTFORD CAPITAL APPRECIATION HLS FUND, INC.

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

INVESTMENT OBJECTIVE.

The Capital Appreciation Fund seeks growth of capital by investing in equity
securities selected on the basis of potential for capital appreciation.
<PAGE>
HARTFORD HLS MUTUAL FUNDS 17
- --------------------------------------------------------------------------------

INVESTMENT STYLE.
The Capital Appreciation Fund invests in a diversified portfolio of
primarily equity securities. Wellington Management identifies, through
fundamental analysis, companies that it believes have substantial near-term
capital appreciation potential regardless of company size or industry sector.
Income, if any, is an incidental consideration. This approach is sometimes
referred to as a "stock picking" approach and results in having all market
capitalization sectors (i.e., small, medium, and large companies) represented.
Small and medium sized companies are selected primarily on the basis of dynamic
earnings growth potential. Larger companies are selected primarily based on the
expectation for a catalyst event that will trigger stock price appreciation.
Fundamental analysis involves the assessment of a company through such factors
as its business environment, management, balance sheet, income statement,
anticipated earnings, revenues, dividends, and other related measures of value.
Up to 20% of the Capital Appreciation Fund's total assets may be invested in
securities of non-U.S. companies.

HARTFORD DIVIDEND AND GROWTH HLS FUND, INC.

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

INVESTMENT OBJECTIVE.

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

INVESTMENT STYLE.

The Dividend and Growth Fund invests in a diversified portfolio of primarily
equity securities that typically have above average income yield and whose
prospects for capital appreciation are considered favorable by Wellington
Management. Under normal market and economic conditions at least 65% of the
Dividend and Growth Fund's total assets are invested in dividend paying equity
securities. Wellington Management uses fundamental analysis to evaluate a
security for purchase or sale by the Dividend and Growth Fund. Fundamental
analysis involves the assessment of a company through such factors as its
business environment, management, balance sheet, income statement, anticipated
earnings, revenues, dividends, and other related measures of value. As a key
component of the fundamental analysis done for the Dividend and Growth Fund,
Wellington Management evaluates a company's ability to sustain and potentially
increase its dividend. The Dividend and Growth Fund's portfolio is broadly
diversified by industry and company. Up to 20% of the Dividend and Growth Fund's
total assets may be invested in securities of non-U.S. companies.

HARTFORD GLOBAL LEADERS HLS FUND

Hartford Global Leaders HLS Fund (the "Global Leaders Fund") is a
diversified series of Hartford Series Fund, Inc., an open-end management
investment company which was incorporated in 1998 under Maryland law.

INVESTMENT OBJECTIVE.

The Global Leaders Fund seeks growth of capital by investing primarily in
equity securities issued by U.S. companies and non-U.S. companies.

INVESTMENT STYLE.

The Global Leaders Fund invests in a diversified portfolio of primarily
equity securities covering a broad range of countries, industries and companies.
Securities in which the Global Leaders Fund invests are denominated in both U.S.
dollars and non-U.S. currencies (including the European Currency Unit and its
successor, the Euro) and may trade in U.S. markets and non-U.S. markets. Under
normal market and economic conditions the assets of the Global Leaders Fund are
invested in equity securities of U.S. growth companies and non-U.S. growth
companies that Wellington Management believes are globally competitive or are
leaders within a local or regional market.

The Global Leaders Fund uses a two-tiered investment approach. First, under
what is sometimes referred to as a "top-down" approach, Wellington Management
analyzes the global macro economic and investment environments. This includes an
evaluation of U.S. and non-U.S. economic and political conditions, fiscal and
monetary policies, demographic trends and investor sentiment. Through top down
analysis, Wellington Management anticipates secular and cyclical changes to
identify companies which offer the most potential for capital appreciation given
current and projected global and local economic and market conditions.

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 Global Leaders Fund emphasizes
high-quality growth companies. The key characteristics of high-quality growth
companies include a strong balance sheet, a high return on equity, a strong
management team and attractive relative value within the context of the global
marketplace or a security's primary trading market. Fundamental analysis
involves the assessment of a company through such factors as its business
environment, management, balance sheet, income statements, anticipated earnings,
revenues and other related measures of value. The Global Leaders Fund
anticipates that, under normal market conditions, it will diversify its
investments in securities of issuers in at least five countries, one of which
will be the United States, and will be subject to certain risks associated with
investments in securities issued by non-U.S. companies.

<PAGE>
18 HARTFORD HLS MUTUAL FUNDS
- --------------------------------------------------------------------------------

The Global Leaders Fund does not have predetermined percentages on the amount of
the Fund's assets that may be invested in each country.

HARTFORD GROWTH AND INCOME HLS FUND

Hartford Growth and Income HLS Fund (the "Growth and Income Fund") is a
diversified series of Hartford Series Fund, Inc., an open-end management
investment company which was incorporated in 1998 under Maryland law.

INVESTMENT OBJECTIVE.

The Growth and Income Fund seeks growth of capital and current income by
investing primarily in equity securities with earnings growth potential and
steady or rising dividends.

INVESTMENT STYLE.

The Growth and Income Fund invests in a diversified portfolio of primarily
equity securities that typically have steady or rising dividends and whose
prospects for capital appreciation are considered favorable by Wellington
Management. Wellington Management uses fundamental analysis to evaluate a
security for purchase or sale by the Fund. Fundamental analysis involves the
assessment of a company through such factors as its business environment,
management, balance sheet, income statement, anticipated earnings, revenues,
dividends, and other related measures of value. Wellington Management then uses
proprietary quantitative techniques to affirm its fundamental evaluation of a
security. The quantitative techniques evaluate a security using valuation
analysis, which includes use of a dividend discount model and cash flow
analysis, combined with momentum analysis, which includes an assessment of a
company's earnings momentum and stock price momentum. The quantitative
techniques look to affirm the fundamental evaluation by identifying those
securities that are attractive from the fundamental perspective and are also
both inexpensive based on the quantitative valuation factors and timely
according to the quantitative momentum factors. The Fund's portfolio will be
broadly diversified by industry and company. Up to 20% of the Fund's total
assets may be invested in securities of non-U.S. companies.

HARTFORD INDEX HLS FUND, INC.

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

INVESTMENT OBJECTIVE.

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

INVESTMENT STYLE.

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

The Index Fund generally invests in no fewer than 499 stocks. HIMCO selects
stocks for the Index Fund's portfolio after taking into account their individual
weights in the Index. Temporary cash balances, normally not expected to exceed
2% of the Index Fund's net assets, may be invested in short-term money market
instruments.

The Index is comprised of 500 selected common stocks, most of which are
listed on the New York Stock Exchange. Standard & Poor's Corporation ("S&P")
chooses the stocks to be included in the Index on a proprietary basis. The
weightings of stocks in the Index are based on each stock's relative total
market value, that is, its market price per share times the number of shares
outstanding. Because of this weighting, as of December 31, 1997, approximately
fifty percent of the Index was composed of the fifty-six largest companies, the
five largest being General Electric Co., Coca-Cola Company, Microsoft Corp.,
Exxon Corp. and Merck & Co., Inc.

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

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

"Standard & Poor's-Registered Trademark-", "S&P-Registered Trademark-", "S&P
500-Registered Trademark-", "Standard & Poor's 500", and "500" are trademarks of
The McGraw-Hill Companies, Inc. and have been licensed for use by Hartford Life
Insurance Company. The Index Fund is not sponsored, endorsed, sold or promoted
by S&P. S&P makes no representation or warranty, express or implied, to the
shareholders of the Index Fund regarding the advisability of investing in
securities generally or in the Index Fund particularly or the ability of the S&P
500 Index to track general stock market performance. S&P's only relationship
<PAGE>
HARTFORD HLS MUTUAL FUNDS 19
- --------------------------------------------------------------------------------

to Hartford Life Insurance Company is the licensing of certain trademarks and
trade names of S&P and of the S&P 500 Index which is determined, composed and
calculated by S&P without regard to the Index Fund or Hartford Life Insurance
Company. S&P has no obligation to take the needs of the Index Fund or its
shareholders, or Hartford Life Insurance Company, into consideration in
determining, composing or calculating the S&P 500 Index. S&P is not responsible
for and has not participated in the determination of the net asset value of the
Index Fund or the timing of the issuance or sale of shares in the Index Fund.
S&P has no obligation or liability in connection with the administration,
marketing or trading of the Index Fund.

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

HARTFORD INTERNATIONAL OPPORTUNITIES
HLS FUND, INC.

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

INVESTMENT OBJECTIVE.

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

INVESTMENT STYLE.

The International Opportunities Fund invests in a diversified portfolio of
primarily equity securities covering a broad range of countries, industries, and
companies. Securities in which the International Opportunities Fund invests are
denominated in both U.S. dollars and non-U.S. currencies (including the European
Currency Unit and its successor, the Euro) and generally are traded in non-U.S.
markets. Under normal market conditions, at least 65% of the International
Opportunities Fund's total assets are invested in equity securities issued by
non-U.S. companies. Wellington Management uses a three-pronged investment
approach. First, Wellington Management determines the relative attractiveness of
the many countries in which the International Opportunities Fund may invest
based upon the economic and political environment of each country. Second,
Wellington Management evaluates industries on a global basis to determine which
industries offer the most potential for capital appreciation given current and
projected global and local economic and market conditions. Finally, Wellington
Management conducts fundamental research on individual companies and considers
companies for inclusion in the International Opportunities Fund's portfolio that
are typically larger, high quality companies that operate in established
markets. Fundamental analysis involves the assessment of a company through such
factors as its business environment, management, balance sheet, income
statement, anticipated earnings, revenues, dividends, and other related measures
of value. In analyzing companies for investment, Wellington Management looks
for, among other things, a strong balance sheet, attractive industry dynamics,
strong competitive advantages and attractive relative value within the context
of a security's primary trading market. The International Opportunities Fund may
also invest on a limited basis in smaller companies and less developed markets.
The International Opportunities Fund anticipates that, under normal market
conditions, it will diversify its investments in at least three countries other
than the United States. See "Non-U.S. Securities" below and the SAI for
additional risk disclosure concerning non-U.S. securities. The International
Opportunities Fund will be subject to certain risks because it invests primarily
in securities issued by non-U.S. companies.

HARTFORD MIDCAP HLS FUND, INC.

Hartford MidCap HLS Fund, Inc. (formerly known as Hartford MidCap Fund,
Inc.) (the "MidCap Fund") was incorporated in 1997 under Maryland law.

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 within the range represented by the Standard & Poor's
MidCap 400 Index. 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
<PAGE>
20 HARTFORD HLS MUTUAL FUNDS
- --------------------------------------------------------------------------------

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.

HARTFORD SMALL COMPANY HLS FUND, INC.

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

INVESTMENT OBJECTIVE.

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

INVESTMENT STYLE.

Under normal market and economic conditions at least 65% of the Small
Company Fund's total assets are invested in equity securities of companies with
market capitalizations within the range represented by the Russell 2000 Index
("Small Capitalization Securities"). Wellington Management identifies, through
fundamental analysis, companies that it believes have substantial near-term
capital appreciation potential regardless of industry sector. However, overall
industry exposure is monitored by Wellington Management so as to maintain broad
industry diversification. In selecting investments, Wellington Management
considers securities of companies that, in its opinion, have potential for
above-average earnings growth, are undervalued in relation to their investment
potential, have business and/or fundamental financial characteristics that are
misunderstood by investors, or are relatively obscure, i.e., undiscovered by the
overall investment community. Fundamental analysis involves the assessment of a
company through such factors as its business environment, management, balance
sheet, income statement, anticipated earnings, revenues, dividends, and other
related measures of value. Up to 20% of the Small Company Fund's total assets
may be invested in securities of non-U.S. companies. Investing in Small
Capitalization Securities involves special risks. See "Common Investment
Policies and Risk Factors -- Small Capitalization Securities."

HARTFORD STOCK HLS FUND, INC.

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

INVESTMENT OBJECTIVE.

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

INVESTMENT STYLE.

Under normal market and economic conditions at least 65% of the Stock Fund's
total assets are invested in stocks. The Stock Fund invests in a diversified
portfolio of primarily equity securities using a two-tiered investment approach.
First, under what is sometimes referred to as a "top down" approach, Wellington
Management analyzes the macro economic and investment environment. This includes
an evaluation of economic conditions, U.S. fiscal and monetary policy,
demographic trends, and investor sentiment. Through top down analysis,
Wellington Management anticipates secular and cyclical changes and identifies
industries and economic sectors that are expected to grow faster than the
overall economy. Second, top down analysis is followed by what is sometimes
referred to as a "bottom up" approach, which is the use of fundamental analysis
to identify specific securities for purchase or sale. The Stock Fund's portfolio
emphasizes high-quality growth companies. The key characteristics of
high-quality growth companies include a leadership position within an industry,
a strong balance sheet, a high return on equity, sustainable or increasing
dividends, a strong management team, and a globally competitive position.
Fundamental analysis involves the assessment of a company through such factors
as its business environment, management, balance sheet, income statement,
anticipated earnings, revenues, dividends, and other related measures of value.
Up to 20% of the Stock Fund's total assets may be invested in securities of
non-U.S. companies.

HARTFORD ADVISERS HLS FUND, INC.

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

INVESTMENT OBJECTIVE.

The Advisers Fund seeks maximum long-term total rate of return by investing
in common stocks and other equity securities, bonds and other debt securities,
and money market instruments.
<PAGE>
HARTFORD HLS MUTUAL FUNDS 21
- --------------------------------------------------------------------------------

INVESTMENT STYLE.

The Advisers Fund seeks to achieve its objective through the active
allocation of its assets among the asset categories of equity securities, debt
securities and money market instruments based upon Wellington Management's
judgment of the projected investment environment for financial assets, relative
fundamental values and attractiveness of each asset category, and expected
future returns of each asset category. Wellington Management bases its asset
allocation decisions on fundamental analysis and does not attempt to make
short-term market timing decisions among asset categories. As a result, shifts
in asset allocation are expected to be gradual and continuous and the Advisers
Fund will normally have some portion of its assets invested in each asset
category. The Advisers Fund does not have percentage limitations on the amount
that may be allocated to each asset category. The Advisers Fund's investments in
equity securities and securities that are convertible into equity securities
will be substantially similar to the investments permitted for the Stock Fund.
See "Hartford Stock Fund." The debt securities in which the Advisers Fund may
invest include securities issued or guaranteed by the U.S. Government and its
agencies or instrumentalities, securities rated investment grade, or if unrated,
are deemed by Wellington Management to be of comparable quality, and with
respect to 5% of the Advisers Fund's assets, securities rated below investment
grade which are known as high yield-high risk securities or junk bonds. The
money market instruments in which the Adviser's Fund may invest are described
under "Common Investment Policies and Risk Factors -- Money Market Instruments
and Temporary Investment Strategies." Up to 20% of the Advisers Fund's total
assets may be invested in securities of non-U.S. companies.

HARTFORD INTERNATIONAL ADVISERS
HLS FUND, INC.

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

INVESTMENT OBJECTIVE.

The International Advisers Fund seeks maximum long-term total rate of return
by investing in a portfolio of equity, debt and money market securities.
Securities in which the Fund invests primarily will be denominated in non-U.S.
currencies and will be traded in non-U.S. markets.

INVESTMENT STYLE.

The International Advisers Fund seeks to achieve its objective through the
active allocation of its assets among the asset categories of equity securities,
debt securities and money market instruments based upon Wellington Management's
judgment of the projected investment environment for financial assets, relative
fundamental values and attractiveness of each asset category, and expected
future returns of each asset category. Wellington Management bases its asset
allocation decisions on fundamental analysis and does not attempt to make
short-term market timing decisions among asset categories. As a result, shifts
in asset allocation are expected to be gradual and continuous and the
International Advisers Fund will normally have some portion of its assets
invested in each asset category. The International Advisers Fund does not have
percentage limitations on the amount that may be allocated to each asset
category. The International Advisers Fund's investments in equity securities are
substantially similar to the equity securities investments permitted for the
International Opportunities Fund. See "Hartford International Opportunities
Fund, Inc. -- Investment Style."

The International Advisers Fund consists of a diversified portfolio of
securities covering a broad range of countries, industries, and companies. The
International Advisers Fund anticipates that, under normal market conditions, it
will diversify its investments in at least three countries other than the United
States. See "Non-U.S. Securities" below and the SAI for additional risk
disclosure concerning non-U.S. securities.

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

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

HARTFORD BOND HLS FUND, INC.

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

INVESTMENT OBJECTIVE.

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

INVESTMENT STYLE.

category of below investment grade bonds ("Ba" by Moody's or "BB" by S&P, or
securities which, if unrated, are determined by HIMCO to be of comparable
quality. Securities rated below investment grade are commonly referred to as
"high yield-high risk securities" or "junk bonds". Investments in securities
rated in the highest category below investment grade may offer an attractive
risk/reward trade-off and investment in this sector may enhance the current
yield and total return of the Bond Fund over time. Investing in securities
within this rating category combined with the investment grade portion of the
portfolio is designed to provide investors with both a high level of current
income and attractive relative total returns.

The Bond Fund will invest at least 65% of its total assets in bonds and debt
securities with a maturity of at least one year. The Bond Fund may invest up to
15% of its total assets in preferred stocks, convertible securities, and
securities carrying warrants to purchase equity securities. The Bond Fund will
not invest in common stocks directly, but may retain, for reasonable periods of
time, common stocks acquired upon conversion of debt securities or upon exercise
of warrants acquired with debt securities. Under normal circumstances, up to 20%
of the Bond Fund's total assets may be invested in securities of non-U.S.
companies.

HARTFORD MORTGAGE SECURITIES HLS FUND, INC.

Hartford Mortgage Securities HLS Fund, Inc. (formerly known as Hartford
Mortgage Securities Fund, Inc.) (the "Mortgage Securities Fund") was
incorporated in 1984 under Maryland law.
INVESTMENT OBJECTIVE.

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

INVESTMENT STYLE.

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

HARTFORD MONEY MARKET HLS FUND, INC.

Hartford Money Market HLS Fund, Inc. (formerly known as HVA Money Market
Fund, Inc.) (the "Money Market Fund") was incorporated in 1982 under Maryland
law.

INVESTMENT OBJECTIVE.

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

INVESTMENT STYLE.

The Money Market Fund seeks to maintain a stable net asset value of $1.00
per share; however, there can be no assurance that the Fund will achieve this
goal. The Money Market Fund's portfolio will consist entirely of cash, cash
equivalents and high quality debt securities as permitted under Rule 2a-7 of the
Investment Company Act of 1940 (the "1940 Act"). Each investment will have an
effective maturity date of 397 days or less computed in accordance with Rule
2a-7. The average maturity of the portfolio will vary according to HIMCO's
appraisal of money market conditions and will not exceed 90 days. All securities
purchased by the Money Market Fund will be U.S. dollar denominated.

COMMON INVESTMENT POLICIES
AND RISK FACTORS

The percentage limits described in the sections below are determined as of
the time securities are purchased.

MONEY MARKET INSTRUMENTS AND
TEMPORARY INVESTMENT STRATEGIES

In addition to the Money Market Fund, which may hold cash and invest in
money market instruments at any time, all other Funds may hold cash and invest
in high quality money market instruments under appropriate circumstances as
determined by HIMCO or Wellington Management. Such Funds may invest up to 100%
of their assets in cash 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
<PAGE>
HARTFORD HLS MUTUAL FUNDS 23
- --------------------------------------------------------------------------------

non-U.S. banks; (6) asset-backed securities; and (7) repurchase agreements.

REPURCHASE AGREEMENTS

Each Fund is permitted to enter into fully collateralized repurchase
agreements. A repurchase agreement is an agreement by which the seller of a
security agrees to repurchase the security sold at a mutually agreed upon time
and price. It may also be viewed as the loan of money by a Fund to the seller.
The resale price would be in excess of the purchase price, reflecting an agreed
upon market interest rate. Delays or losses could result if the other party to
the agreement defaults or becomes insolvent. The Fund's Board of Directors has
established standards for evaluation of the creditworthiness of the banks and
securities dealers with which the Funds may engage in repurchase agreements and
monitors on a quarterly basis HIMCO's and Wellington Management's compliance
with such standards.

REVERSE REPURCHASE AGREEMENTS

Each Fund may also enter into reverse repurchase agreements. Reverse
repurchase agreements involve sales by a Fund of portfolio assets concurrently
with an agreement by a Fund to repurchase the same assets at a later date at a
fixed price. Reverse repurchase agreements carry the risk that the market value
of the securities which a Fund is obligated to repurchase may decline below the
repurchase price. A reverse repurchase agreement 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. A Fund will establish a segregated
account with the Fund's custodian bank in which a Fund will maintain liquid
assets equal in value to a Fund's obligations in respect of reverse repurchase
agreements. As a non-fundamental policy, a 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

Each Fund is permitted to invest in debt securities including: (1)
securities issued or guaranteed as to principal or interest by the U.S.
Government, its agencies or instrumentalities; (2) debt securities issued or
guaranteed by U.S. corporations or other issuers (including foreign governments
or corporations); (3) asset-backed securities (International Opportunities Fund,
International Advisers Fund, Advisers Fund, Bond Fund, Mortgage Securities Fund
and Money Market Fund only); (4) mortgage-related securities, including
collateralized mortgage obligations ("CMO's") (International Opportunities Fund,
International Advisers Fund, Advisers Fund, Bond Fund and Mortgage Securities
Fund only); and (5) securities issued or guaranteed as to principal or interest
by a sovereign government or one of its agencies or political subdivisions,
supranational entities such as development banks, non-U.S. corporations, banks
or bank holding companies, or other non-U.S. issuers.

INVESTMENT GRADE DEBT SECURITIES

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

HIGH YIELD-HIGH RISK DEBT SECURITIES

The Capital Appreciation Fund, Dividend and Growth Fund, Global Leaders
Fund, Growth and Income Fund, MidCap Fund, Small Company Fund, Stock Fund,
Advisers Fund and International Opportunities Fund may invest up to 5% of their
assets and the International Advisers Fund may invest up to 15% of its assets in
high yield debt securities (i.e., rated as low as "C" by Moody's or S&P, and
unrated securities of comparable quality as determined by Wellington
Management). The Bond Fund may invest up to 20% of its assets in securities
rated in the highest level below investment grade ("Ba" by Moody's or "BB" by
S&P) or if unrated, determined to be of comparable quality by HIMCO. 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 Fund is authorized to invest in a certain
rating category, the Fund is also permitted to invest in any of the
sub-categories or gradations within that rating category. If a security is
downgraded to a rating category which does not qualify for investment, HIMCO or
Wellington Management will use its discretion on whether to hold or sell based
upon its opinion on the best method to

<PAGE>
24 HARTFORD HLS MUTUAL FUNDS
- --------------------------------------------------------------------------------

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 Appendix A. High
yield-high risk debt securities are considered speculative with respect to the
issuer's capacity to pay interest and repay principal in accordance with the
terms of the obligations. Accordingly, it is possible that these types of
factors could, in certain instances, reduce the value of securities held by a
Fund with a commensurate effect on the value of the Fund's shares.

MORTGAGE-BACKED AND ASSET-BACKED SECURITIES

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

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

EQUITY SECURITIES

All Funds except the Bond Fund as described below and except the Mortgage
Securities Fund and Money Market Fund may invest in equity securities including
common stocks, preferred stocks, convertible preferred stock and rights to
acquire such securities. In addition, these Funds may invest in securities such
as bonds, debentures and corporate notes which are convertible into common stock
at the option of the holder. The Bond Fund may invest up to 15% of its total
assets in preferred stocks, convertible securities, and securities carrying
warrants to purchase equity securities. The Bond Fund will not invest in common
stocks directly, but may retain, for reasonable periods of time, common stocks
acquired upon conversion of debt securities or upon exercise of warrants
acquired with debt securities.

SMALL CAPITALIZATION SECURITIES

All Funds except the Mortgage Securities Fund and Money Market Fund may
invest in equity securities (including securities issued in initial public
offerings) of companies with market capitalizations within the range represented
by the Russell 2000 Index ("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 and may have less historical data with respect to operations
and management. 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. In addition, companies whose
securities are offered in initial public offerings may be more dependent on a
limited number of key employees. Because securities issued in initial public
offerings are being offered to the public for the first time, the market for
such securities may be inefficient and less liquid.

NON-U.S. SECURITIES

Under normal circumstances the International Opportunities Fund and
International Advisers Fund intend to invest at least 65% of their assets in
securities issued by non-U.S. issuers ("non-U.S. securities"). In addition, the
International Opportunities Fund and International Advisers Fund may invest in
commingled pools offered by non-U.S. banks. The Global Leaders Fund intends to
invest its assets in at least five countries, one of which will be the U.S. Each
other Fund, except the Mortgage Securities Fund, is permitted to invest up to
20% of its assets, and the Money Market Fund is permitted to invest up to 25% of
its assets, in non-U.S. securities. The determination of the country where the
issuer of a security is located may be based on such factors as the issuer's
country of organization, the location of the primary trading market for its
securities and the location of its offices and personnel. The Bond Fund intends
to purchase securities denominated in U.S. dollars, or if not so denominated, to
use currency transactions to reflect U.S. dollar valuation at the time of
purchase or while the security is held by the Fund. Each Fund except the Bond
Fund and Money Market Fund may invest in American Depositary Receipts ("ADRs")
and Global Depositary Receipts ("GDRs"). ADRs are certificates issued by a U.S.

<PAGE>
HARTFORD HLS MUTUAL FUNDS 25
- --------------------------------------------------------------------------------

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 HIMCO or Wellington Management will
evaluate the economic and political climate and the principal securities markets
of the country in which the issuer is located. Investing in non-U.S. securities
involves considerations and potential risks not typically associated with
investing in U.S. securities. Less information may be available about non-U.S.
issuers compared with U.S. issuers. For example, 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. In addition, 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.
From time to time, the International Opportunities Fund and International
Advisers Fund may invest up to 25% and 25%, respectively, of their assets in
securities of issuers located in emerging countries. 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 issuers located in developed countries. See the SAI for additional
risk disclosure concerning non-U.S. securities.

CURRENCY TRANSACTIONS

Each Fund, except the Index Fund, Mortgage Securities Fund and Money Market
Fund, may engage in currency transactions to hedge the value of portfolio
securities denominated in particular currencies against fluctuations in relative
value. Currency transactions include forward currency contracts, currency swaps,
exchange-listed and over-the-counter ("OTC") currency futures contracts and
options thereon and exchange listed and OTC options on currencies.

Forward currency contracts involve a privately negotiated obligation to
purchase or sell a specific currency at a future date, which may be any fixed
number of days from the date of the contract agreed upon by the parties, at a
price set at the time of the contract. Currency swaps are agreements to exchange
cash flows based on the notional difference between or among two or more
currencies. See "Swap Agreements."

The use of currency transactions to protect the value of a Fund's assets
against a decline in the value of a currency does not eliminate potential losses
arising from fluctuations in the value of the Fund's underlying securities.
Further, the Funds may enter into currency transactions only with counterparties
that HIMCO or Wellington Management deem to be creditworthy.

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

OPTIONS AND FUTURES CONTRACTS

Each Fund, except the Money Market Fund, may employ certain hedging, income
enhancement and risk management techniques involving options and futures
contracts, though such techniques may also result in losses to the Fund. The
Funds may write covered call options or purchase put and call options on
individual securities, write covered put and call options and purchase put and
call options on foreign currencies, aggregates of equity and debt securities,
indices of prices of equity and debt securities and other financial indices, and
enter into futures contracts and options thereon for the purchase or sale of
aggregates of equity and debt securities, indices of equity and debt securities
and other financial indices.

A Fund may write covered options only. "Covered" means that, so long as a
Fund is obligated as the writer of an option, it will own either the underlying
securities or currency or an option to purchase or sell the same underlying
securities or currency having an expiration date not earlier than the expiration
date of the covered option and an exercise price equal to or less than the
exercise price of the covered option, or will establish or maintain with its
custodian for the term of the option a "segregated account" consisting of cash
or other liquid securities having a value equal to the fluctuating market value
of the optioned securities or currencies. A Fund receives a premium from writing
a call or put option, which increases the Fund's return if the option expires
unexercised or is closed out at a net profit.

To hedge against fluctuations in currency exchange rates, these Funds may
purchase or sell foreign currency futures contracts, and write put and call
options and
<PAGE>
26 HARTFORD HLS MUTUAL FUNDS
- --------------------------------------------------------------------------------

purchase put and call options on such futures contracts. To the extent that a
Fund enters into futures contracts, options on futures contracts and options on
foreign currencies that are traded on an exchange regulated by the Commodities
Futures Trading Commission ("CFTC"), in each case that are not for BONA FIDE
hedging purposes (as defined by the CFTC), the aggregate initial margin and
premiums required to establish those non-hedging positions may not exceed 5% of
the liquidation value of Fund's portfolio, after taking into account the
unrealized profits and unrealized losses on any such contracts the Fund has
entered into.

A Fund's use of options, futures and options thereon and forward currency
contracts (as described under "Currency Transactions") would involve certain
investment risks and transaction costs to which it might not be subject were
such strategies not employed. Such risks include: (1) dependence on the ability
of HIMCO or Wellington Management to predict movements in the prices of
individual securities, fluctuations in the general securities markets or market
sections and movements in interest rates and currency markets; (2) imperfect
correlation between movements in the price of the securities or currencies
hedged or used for cover; (3) the fact that skills and techniques needed to
trade options, futures contracts and options thereon or to use forward currency
contracts are different from those needed to select the securities in which a
Fund invests; (4) lack of assurance that a liquid secondary market will exist
for any particular option, futures contract, option thereon or forward contract
at any particular time, which may affect a Fund's ability to establish or close
out a position; (5) possible impediments to effective portfolio management or
the ability to meet current obligations caused by the segregation of a large
percentage of a Fund's assets to cover its obligations; and (6) the possible
need to defer closing out certain options, futures contracts, options thereon
and forward contracts in order to continue to qualify for the beneficial tax
treatment afforded "regulated investment companies" under the Internal Revenue
Code of 1986, as amended (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

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

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

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

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

ILLIQUID SECURITIES

Each Fund is permitted to invest in illiquid securities. The maximum
percentage of illiquid securities which may be purchased by each Fund is 15%
except for the Money Market Fund for which the limit is 10% of their net assets.
"Illiquid Securities" are securities that may not be sold or disposed of in the
ordinary course of business within seven days at approximately the price used to
determine a Fund's net asset value. Each Fund may purchase certain restricted
securities commonly known as Rule 144A securities that can be resold to
institutions and which may be determined to be liquid pursuant to policies and
guidelines of the Board of Directors.

Under current interpretations of the Securities and Exchange Commission
("SEC") staff, the following securities may be considered illiquid: (1)
repurchase agreements
<PAGE>
HARTFORD HLS MUTUAL FUNDS 27
- --------------------------------------------------------------------------------

maturing in more than seven days; (2) certain restricted securities (securities
whose public resale is subject to legal or contractual restrictions); (3)
options, with respect to specific securities, not traded on a national
securities exchange that are not readily marketable; and (4) any other
securities in which a Fund may invest that are not readily marketable.

WHEN-ISSUED AND DELAYED-DELIVERY SECURITIES

Each Fund is permitted to purchase or sell securities on a when-issued or
delayed-delivery basis. When-issued or delayed-delivery transactions arise when
securities are purchased or sold with payment and delivery taking place in the
future in order to secure what is considered to be an advantageous price and
yield at the time of entering into the transaction. While the Funds generally
purchase securities on a when-issued basis with the intention of acquiring the
securities, the Funds may sell the securities before the settlement date if
HIMCO or Wellington Management deems it advisable. At the time a Fund makes the
commitment to purchase securities on a when-issued basis, the Fund will record
the transaction and thereafter reflect the value, each day, of such security in
determining net asset value. At the time of delivery of the securities, the
value may be more or less than the purchase price.

OTHER INVESTMENT COMPANIES

Each Fund, except the Index Fund and Money Market Fund, is permitted to
invest in other investment companies. Securities in certain countries are
currently accessible to the Funds only through such investments. The investment
in other investment companies is limited in amount and will involve the indirect
payment of a portion of the expenses, including advisory fees, of such other
investment companies. A Fund will not purchase a security if, as a result, (1)
more than 10% of the Fund's assets would be invested in securities of other
investment companies, (2) such purchase would result in more than 3% of the
total outstanding voting securities of any one such investment company being
held by the Fund or (3) more than 5% of the Fund's assets would be invested in
any one such investment company.

PORTFOLIO SECURITIES LENDING

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

OTHER RISK FACTORS

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

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

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

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

In pursuit of a Fund's investment objective, HIMCO and Wellington Management
attempt to select appropriate individual securities for inclusion in a Fund's
portfolio. In addition, HIMCO and Wellington Management attempt to successfully
forecast market trends and increase investments in the types of securities best
suited to take advantage of such trends. Thus, the investor is dependent on
HIMCO's or Wellington Management's success not only in selecting individual
securities, but also in identifying the appropriate mix of securities consistent
with a Fund's investment objective.

The services provided to the Funds by Hartford Life, HL Advisors, HIMCO,
Wellington Management and other service providers, depend on the smooth
functioning of their computer systems. Many computer software systems in use
today cannot distinguish the year 2000 from the year 1900 because of the way
dates are encoded and calculated. That failure could have a negative impact on
the handling of securities trades, pricing and account services. Hartford Life,
HL Advisors, HIMCO, Wellington Management and other service providers have been
actively working on necessary changes to their computer systems to deal with the
year 2000 issue and expect that their systems will be adapted in time for that
event.
<PAGE>
28 HARTFORD HLS MUTUAL FUNDS
- --------------------------------------------------------------------------------

INVESTMENT LIMITATIONS

The Funds have adopted certain limitations in an attempt to reduce their
exposure to specific situations. Some of these limitations are that each 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 a Fund's total assets (although for purposes of this
restriction reverse repurchase agreements are not considered borrowings, as
a non-fundamental operating policy, each Fund will limit combined borrowings
and reverse repurchase transactions to 33 1/3% of the value of a Fund's
total assets);

(c) with respect to 75% of the value of each 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.

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 each Fund's shareholders.

MANAGEMENT OF THE FUNDS

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

MANAGEMENT SERVICES

HL Advisors serves as investment manager to each Fund pursuant to written
agreements entered into between HL Advisors and each Fund. Pursuant to such
agreements HL Advisors has overall investment supervisory responsibility for
each Fund. In addition, Hartford Life, an affiliate of HL Advisors, provides
administrative personnel, services, equipment and facilities and office space
for proper operation of the Funds. HL Advisors has contracted with Wellington
Management for the provision of day to day investment management services to the
Capital Appreciation Fund, Dividend and Growth Fund, Global Leaders Fund, Growth
and Income Fund, International Opportunities Fund, MidCap Fund, Small Company
Fund, Stock Fund, Advisers Fund, and International Advisers Fund. In addition,
HL Advisors has contracted with HIMCO for the provision of day to day investment
management and other services for the Bond Fund, Index Fund, Mortgage Securities
Fund and Money Market Fund. Each Fund pays a fee to HL Advisors, a portion of
which may be used to compensate Wellington Management or HIMCO.

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

INDEX FUND

<TABLE>
<CAPTION>
NET ASSET VALUE ANNUAL RATE
- ------------------------------------------- -------------
<S> <C>
All Assets 0.20%
</TABLE>

MORTGAGE SECURITIES FUND AND MONEY MARKET FUND

<TABLE>
<CAPTION>
NET ASSET VALUE ANNUAL RATE
- ------------------------------------------- -------------
<S> <C>
All Assets 0.25%
</TABLE>

BOND FUND AND STOCK FUND

<TABLE>
<CAPTION>
NET ASSET VALUE ANNUAL RATE
- ------------------------------------------- -----------
<S> <C>
First $250,000,000 0.325%
Next $250,000,000 0.300%
Next $500,000,000 0.275%
Amount Over $1 Billion 0.250%
</TABLE>

CAPITAL APPRECIATION FUND, DIVIDEND AND GROWTH FUND, GLOBAL LEADERS FUND, GROWTH
AND INCOME FUND, INTERNATIONAL OPPORTUNITIES FUND, MIDCAP FUND, SMALL COMPANY
FUND, ADVISERS FUND AND INTERNATIONAL ADVISERS FUND

<TABLE>
<CAPTION>
NET ASSET VALUE ANNUAL RATE
- ------------------------------------------- -----------
<S> <C>
First $250,000,000 0.575%
Next $250,000,000 0.525%
Next $500,000,000 0.475%
Amount Over $1 Billion 0.425%
</TABLE>

HL Advisors has agreed to waive its fees for the Growth and Income Fund
until the assets of this Fund (excluding assets contributed by companies
affiliated with HL Advisors) first reach $20 million and to waive its fees for
the Global Leaders Fund until the assets of this Fund (excluding assets
contributed by companies affiliated with HL Advisors) first reach $20 million.

Under the terms of the Investment Management Agreements, HL Advisors,
subject to the supervision of the Funds' Board of Directors, provides investment
management supervision to each Fund in accordance with the Funds' investment
objectives, policies and restrictions.
<PAGE>
HARTFORD HLS MUTUAL FUNDS 29
- --------------------------------------------------------------------------------

For 1997, the management fees (advisory and administrative fees) for each
Fund as a percentage of average net assets were as follows:

<TABLE>
<CAPTION>
% OF ASSETS
-------------
<S> <C>
Capital Appreciation Fund .62%
Dividend and Growth Fund .66%
Index Fund .37%
International Opportunities Fund .68%
MidCap Fund(1) .13%
Small Company Fund .74%
Stock Fund .44%
Advisers Fund .61%
International Advisers Fund .75%
Bond Fund .49%
Mortgage Securities Fund .43%
Money Market Fund .42%
</TABLE>

- ---------

(1) Portion of management fee waived in 1997

Figures are not shown for the Global Leaders Fund and Growth and Income Fund
because those Funds were not in operation in 1997.

HL Advisors, Hartford Plaza, Hartford, Connecticut 06115, is a wholly-owned
subsidiary of Hartford Life and was organized under the laws of the State of
Connecticut in 1981. A wholly-owned subsidiary of HL Investment Advisors,
Hartford Investment Financial Services Company, serves as investment adviser to
several other Hartford Life-sponsored funds which are also registered with the
SEC. Hartford Life is a majority owned subsidiary of Hartford Fire Insurance
Company, one of the largest multiple lines insurance carriers in the United
States. Hartford Fire Insurance Company is a subsidiary of The Hartford
Financial Services Group, Inc.

Certain officers of the Funds are also officers and/or directors of HL
Advisors and HIMCO: Joseph H. Gareau is a Director and the President of HL
Advisors and HIMCO; Andrew W. Kohnke is a Managing Director and a Director of HL
Advisors and HIMCO; and C. Michael O'Halloran is a Director, Secretary and
General Counsel of HL Advisors and HIMCO.

INVESTMENT SUB-ADVISORY AND OTHER SERVICES

Wellington Management serves as investment sub-adviser to the Capital
Appreciation Fund, Dividend and Growth Fund, Global Leaders Fund, Growth and
Income Fund, International Opportunities Fund, MidCap Fund, Small Company Fund,
Stock Fund, Advisers Fund and International Advisers Fund pursuant to written
contracts entered into between HL Advisors and Wellington Management. In
addition, HIMCO serves as investment sub-adviser to the Index Fund, Mortgage
Securities Fund, Bond Fund and Money Market Fund pursuant to written agreements
between HL Advisors and HIMCO.

In connection with the services provided to the Funds, Wellington Management
and HIMCO make 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 Funds and to the general
supervision of the Fund's Boards of Directors and HL Advisors) and places, in
the name of the Funds, all orders for execution of these Funds' portfolio
transactions. In conjunction with such activities, Wellington Management and
HIMCO regularly furnish reports to the Fund's Boards of Directors concerning
economic forecasts, investment strategy, portfolio activity and performance of
the Funds.

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

DIVIDEND AND GROWTH FUND, GROWTH AND INCOME FUND, STOCK FUND AND ADVISERS FUND

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

Wellington Management has agreed to waive 100% of its sub-advisory fee with
respect to the Growth and Income Fund until shareholder assets (excluding assets
contributed by HL Advisors or its affiliates) reach $50 million.

CAPITAL APPRECIATION FUND, GLOBAL LEADERS FUND, INTERNATIONAL OPPORTUNITIES
FUND, MIDCAP FUND, SMALL COMPANY FUND AND INTERNATIONAL ADVISERS FUND

<TABLE>
<CAPTION>
NET ASSET VALUE ANNUAL RATE
- ------------------------------------------- -----------
<S> <C>
First $50,000,000 0.400%
Next $100,000,000 0.300%
Next $350,000,000 0.250%
Amount Over $500,000,000 0.200%
</TABLE>

Wellington Management has agreed to waive 100% of its sub-advisory fee with
respect to the Global Leaders Fund until shareholder assets (excluding assets
contributed by HL Advisors or its affiliates) reach $50 million.

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 March 31, 1998, Wellington Management held
discretionary management authority with respect to approximately $194
<PAGE>
30 HARTFORD HLS MUTUAL FUNDS
- --------------------------------------------------------------------------------

billion of client assets. Wellington Management, 75 State Street, Boston, MA
02109, is a Massachusetts limited liability partnership, of which the following
persons are managing partners: Robert W. Doran, Duncan M. McFarland and John R.
Ryan.

HIMCO is a professional money management firm which provides services to
investment companies, employee benefit plans, its affiliated insurance company
accounts and other institutional accounts. HIMCO was incorporated in 1996 and is
a wholly owned subsidiary of The Hartford. As a corporate affiliate of HL
Advisors, HIMCO is reimbursed by HL Advisors for the costs it incurs in
providing such services to the Bond Fund, Index Fund, Mortgage Securities Fund
and Money Market Fund.

PORTFOLIO MANAGERS

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

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

James A. Rullo, CFA and Vice President of Wellington Management, serves as
portfolio manager to the Growth and Income Fund. Prior to joining Wellington
Management in 1994 as a quantitative analyst and portfolio manager, Mr. Rullo
was a portfolio manager with PanAgora Asset Management from 1991 to 1994 and
prior to that with The Boston Company from 1987.

The International Opportunities Fund is managed by Trond Skramstad, Senior
Vice President of Wellington Management and Chairman of the firm's Global Equity
Strategy Group, a group of senior investment professionals focused on global
investing. Andrew S. Offit, Vice President of Wellington Management, is
Associate Portfolio Manager, in addition to serving as Associate Portfolio
Manager of the International Advisers Fund and as one of the portfolio managers
of the Global Leaders Fund. Prior to joining Wellington Management in 1993, Mr.
Skramstad was an international equity portfolio manager at Scudder, Stevens &
Clark since 1990.

Phillip H. Perelmuter, Vice President of Wellington Management, serves as
portfolio manager to the MidCap Fund. Mr. Perelmuter joined Wellington
Management in 1995 as Associate Portfolio Manager of the Stock Fund and the
Advisers Fund. 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.

Mark S. Waterhouse, Vice President of Wellington Management Company, LLP,
serves as portfolio manager to the Small Company Fund. Mr. Waterhouse joined
Wellington Management in 1995 as Associate Portfolio Manager of the Capital
Appreciation Fund. Prior to joining Wellington Management in 1995, Mr.
Waterhouse was a portfolio manager with the Pioneer Group. He was previously a
financial analyst at GTE Service Corporation from 1984.

Rand L. Alexander, Senior Vice President of Wellington Management, serves as
portfolio manager to the Stock Fund and as one of the portfolio managers to the
Global Leaders Fund. Mr. Alexander holds a CFA and has been a portfolio manager
with Wellington Management since 1990.

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

The equity component of the International Advisers Fund is managed by Trond
Skramstad. Andrew S. Offit, one of the portfolio managers to the Global Leaders
Fund and Associate Portfolio Manager to the International Opportunities Fund,
serves as Associate Portfolio Manager for the equity component. The debt
component of the International Advisers Fund is managed by Robert L. Evans, Vice
President of Wellington Management. Prior to joining Wellington Management as a
portfolio manager in 1995, Mr. Evans was a Senior Global Fixed Income Portfolio
Manager with PIMCO from 1991 through 1994, and in the Global Fixed Income
Department of Lehman Brothers International in London, England and New York
City, New York from 1985 through 1990.

Andrew S. Offit, Vice President of Wellington Management, serves as one of
the portfolio managers to the Global Leaders Fund and as Associate Portfolio
Manager to the International Opportunities Fund and International Advisers Fund.
Prior to joining Wellington Management in 1997, Mr. Offit was a portfolio
manager at Chestnut Hill Management during 1997, and at Fidelity Investments
since 1987.

The Bond Fund is managed by Alison D. Granger. Ms. Granger, a Senior Vice
President of HIMCO, joined HIMCO in 1993 as a senior corporate bond trader. She
became Director of Trading in 1994 and a portfolio manager in 1995. Prior to
joining HIMCO, Ms. Granger was
<PAGE>
HARTFORD HLS MUTUAL FUNDS 31
- --------------------------------------------------------------------------------

a corporate bond portfolio manager at The Home Insurance Company and
Axe-Houghton Management. Ms. Granger holds a CFA and has over sixteen years of
experience with fixed income investments.

The Mortgage Securities Fund is managed by Timothy J. Wilhide. Mr. Wilhide
is a Portfolio Manager and Senior Vice President of HIMCO. He has seventeen
years of experience in the fixed income markets. Prior to joining HIMCO in June
1994, Mr. Wilhide was vice president and fixed income manager for J.P. Morgan &
Co.

PORTFOLIO TURNOVER

Each Fund may sell a portfolio investment soon after its acquisition if
HIMCO and/or Wellington Management believe that such a disposition is in the
Fund's best interest. For the fiscal year ended December 31, 1997, the portfolio
turnover rate of each Fund in operation as of that date was below 100% except
for the Small Company Fund, International Advisers Fund and Bond Fund, which
were 222%, 163% and 113%, respectively. 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.

BROKERAGE COMMISSIONS

Although the rules of the National Association of Securities Dealers, Inc.
prohibit its members from seeking orders for the execution of investment company
portfolio transactions on the basis of their sales of investment company shares,
under such rules, sales of investment company shares may be considered in
selecting brokers to effect portfolio transactions. Accordingly, some portfolio
transactions are, subject to such rules and to obtaining best prices and
executions, effected through dealers who sell shares of the Funds.

ADMINISTRATIVE SERVICES
FOR THE FUNDS

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

EXPENSES OF THE FUNDS

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

The total expenses of each Fund including administrative and investment
advisory fees for 1997 as a percentage of the Funds' average net assets were as
follows:

<TABLE>
<CAPTION>
% OF ASSETS
-------------
<S> <C>
Capital Appreciation Fund .64%
Dividend and Growth Fund .68%
Index Fund .39%
International Opportunities Fund .77%
MidCap Fund(1) .46%
Small Company Fund .77%
Stock Fund .45%
Advisers Fund .63%
International Advisers Fund .87%
Bond Fund .51%
Mortgage Securities Fund .45%
Money Market Fund .44%
</TABLE>

- ---------

(1) Portion of fees waived in 1997

Figures are not shown for the Global Leaders Fund and Growth and Income Fund
because those Funds were not in operation in 1997.

<PAGE>
32 HARTFORD HLS MUTUAL FUNDS
- --------------------------------------------------------------------------------

PERFORMANCE RELATED INFORMATION

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

Each Fund may include its total return in advertisements or other sales
material. When a Fund advertises its total return, it will usually be calculated
for one year, five years, and ten years or some other relevant periods if the
Fund has not been in existence for at least ten years. Total return is measured
by comparing the value of an investment in the Fund at the beginning of the
relevant period to the value of the investment at the end of the period
(assuming immediate reinvestment of any dividends or capital gains
distributions).

The Money Market Fund may advertise yield and effective yield. The yield of
each of those Funds is based upon the income earned by the Fund over a seven-day
period and then annualized, i.e. the income earned in the period is assumed to
be earned every seven days over a 52-week period and stated as a percentage of
the investment. Effective yield is calculated similarly but when annualized, the
income earned by the investment is assumed to be reinvested in Fund shares and
thus compounded in the course of a 52-week period.

DIVIDENDS

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

Such dividends and distributions will be automatically invested in
additional full or fractional shares monthly on the last business day of each
month at the per share net asset value on that date. Provision is also made to
pay such dividends and distributions in cash if requested. Such dividends and
distributions will be in cash or in full or fractional shares of the Fund at net
asset value.

DETERMINATION OF
NET ASSET VALUE

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

PURCHASE OF FUND SHARES

Fund shares are made available to serve as the underlying investment
vehicles for variable annuity and variable life insurance separate accounts of
Hartford Life. Shares of the Funds are sold by Hartford Securities Distribution
Company (the "Distributor") on a no-load basis at their net asset values. See
"Determination of Net Asset Value" and "Sale and Redemption of Shares."

It is conceivable that in the future it may be disadvantageous for variable
annuity separate accounts and variable life insurance separate accounts to
invest in the Funds simultaneously. Although Hartford Life and the Funds do not
currently foresee any such disadvantages either to variable annuity contract
owners or variable life insurance policy owners, each Fund's Board of Directors
intends to monitor events in order to identify any material conflicts between
such contract owners and policy owners and to determine what action, if any,
should be taken in response thereto. If the Board of Directors of a Fund were to
conclude that separate funds should be established for variable life and
variable annuity separate accounts, the variable life and variable annuity
contract holders would not bear any expenses attendant to the establishment of
such separate funds.

The Funds offer investors two different classes of shares -- Class IA and
Class IB. Class IA shares are offered by this Prospectus. Class IB shares are
offered by a separate prospectus in connection with a variable annuity product.
The different classes of shares represent investments in the same portfolio of
securities but are subject to different expenses and will likely have different
share prices and performance.
<PAGE>
HARTFORD HLS MUTUAL FUNDS 33
- --------------------------------------------------------------------------------

SALE AND REDEMPTION
OF SHARES

The Class IA shares of each Fund are sold and redeemed by the Fund at their
net asset value next determined after receipt of a purchase or redemption order
in good order in writing at its home office, P.O. Box 5085, Hartford, CT
06102-5085. The value of shares redeemed may be more or less than original cost,
depending upon the market value of the portfolio securities at the time of
redemption. Payment for shares redeemed will be made within seven days after the
redemption request is received in proper form by the Funds. However, the right
to redeem Fund shares may be suspended or payment therefor postponed for any
period during which: (1) trading on the NYSE is closed for other than weekends
and holidays; (2) an emergency exists, as determined by the SEC, as a result of
which (a) disposal by a Fund of securities owned by it is not reasonably
practicable, or (b) it is not reasonably practicable for a Fund to determine
fairly the value of its net assets; or (3) the SEC by order so permits for the
protection of stockholders of the Funds.

FEDERAL INCOME TAXES

Each Fund has elected and intends to qualify under Subchapter M of the Code.
Each Fund intends to distribute all of its net income and gains to shareholders.
Such distributions are taxable income and capital gains. Each Fund will inform
shareholders of the amount and nature of such income and gains. Each Fund may be
subject to a 4% nondeductible excise tax as well as an income tax measured with
respect to certain undistributed amounts of income and capital gain. Each Fund
expects to make such additional distributions of net investment income as are
necessary to avoid the application of these taxes. For a discussion of the tax
implications of a purchase or sale of the Funds' shares by the insurer,
reference should be made to the section entitled "Federal Tax Considerations" in
the appropriate separate account prospectus.
If eligible, each Fund may make an election to pass through to its
shareholder, Hartford Life, a credit for any foreign taxes paid during the year.
If such election is made, the pass-through of the foreign tax credit will result
in additional taxable income and income tax to Hartford Life. The amount of
additional tax may be more than offset by the foreign tax credits which are
passed through. These foreign tax credits may provide a benefit to Hartford
Life.

OWNERSHIP AND CAPITALIZATION OF THE FUNDS
CAPITAL STOCK

The Board of Directors is authorized, without further shareholder approval,
to authorize additional shares and to classify and reclassify the Funds into one
or more classes. Accordingly, the Directors have authorized the issuance of two
classes of shares of the Funds designated as Class IA and Class IB shares. The
shares of each class represent an interest in the same portfolio of investments
of the Funds and have equal rights as to voting, redemption, and liquidation.
However, each class bears different expenses and therefore the net asset values
of the two classes and any dividends declared may differ between the two
classes.

As of the date of this Prospectus, the authorized capital stock of the
Funds, except for the Global Leaders Fund and Growth and Income Fund, consisted
of the following shares at a par value of $.10 per share: Capital Appreciation
Fund, 2 billion; Dividend and Growth Fund, 3 billion; Index Fund, 1 billion;
International Opportunities Fund, 1.5 billion; MidCap Fund, 750 million; Small
Company Fund, 750 million; Stock Fund, 2 billion; Advisers Fund, 6 billion;
International Advisers Fund, 750 million; Bond Fund, 1.5 billion; Mortgage
Securities Fund, 800 million; and Money Market Fund, 1.3 billion. The authorized
capital stock of the Hartford Series Fund, Inc. consisted of 3 billion shares at
a par value of $.001 per share, which is allocated as follows: Global Leaders
Fund, 1.5 billion; and Growth and Income Fund, 1.5 billion. The shares of each
Fund are divided into Class IA and Class IB.

As of December 31, 1997, HL Advisors owned 3,000,000 Class IA shares
(12.36%) of the MidCap Fund.

At December 31, 1997, certain Hartford Life group pension contracts held
direct interests in Class IA shares of the Funds as follows:

<TABLE>
<CAPTION>
SHARES %
------------ ---------
<S> <C> <C>
Index Fund.............................. 23,020,319 5.90%
Mortgage Securities Fund................ 16,076,327 5.35%
Money Market Fund....................... 25,433,642 4.15%
Capital Appreciation Fund............... 20,321,589 1.87%
International Opportunities Fund........ 9,832,576 1.16%
Advisers Fund........................... 30,369,579 0.93%
Small Company Fund...................... 1,508,936 0.86%
Bond Fund............................... 3,649,073 0.69%
Dividend & Growth Fund.................. 4,708,801 0.46%
International Advisers Fund............. 534,692 0.30%
Stock Fund.............................. 2,343,837 0.25%
</TABLE>

<PAGE>
34 HARTFORD HLS MUTUAL FUNDS
- --------------------------------------------------------------------------------

VOTING

Under each Fund's multi-class system, shares of each class of a Fund
represent an equal pro rata interest in that Fund and, generally, shall have
identical voting, dividend, liquidation, and other rights, preferences, powers,
restrictions, limitations, qualifications and terms and conditions, except that:
(a) each class shall have a different designation; (b) each class of shares
shall bear its "Class Expenses;" (c) each class shall have exclusive voting
rights on any matter submitted to shareholders that relates solely to its
distribution arrangements; (d) each class shall have separate voting rights on
any matter submitted to shareholders in which the interests of one class differ
from the interests of any other class; (e) each class may have separate exchange
privileges, although exchange privileges are not currently contemplated; and (f)
each class may have different conversion features, although a conversion feature
is not currently contemplated. Expenses currently designated as "Class Expenses"
by the Fund's Board of Directors under the plan pursuant to Rule 18f-3 are
currently limited to payments made to the Distributor for the Class IB shares,
pursuant to the Distribution Plan for the Class IB shares adopted pursuant to
Rule 12b-1 under the 1940 Act. Each shareholder shall be entitled to one vote
for each share of the Funds held upon all matters submitted to the shareholders
generally. Class specific issues, such as a modification to a Rule 12b-1 plan
for Class IB shares that could materially increase fees, will be voted on only
by the affected class. With respect to the Funds' shares issued as described
above under "Purchase of Fund Shares," as well as Fund shares which are not
otherwise attributable to variable annuity contract owners or variable life
policy holders, Hartford Life shall be the shareholder of record. Hartford Life
will vote all Fund shares, pro rata, according to the written instructions of
the contract owners of the variable annuity contracts and the policy holders of
the variable life contracts issued by it using the Funds as investment vehicles.
This position is consistent with the policy of the SEC staff.

OTHER RIGHTS

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

GENERAL INFORMATION
REPORTS TO SHAREHOLDERS

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

DISTRIBUTOR

Hartford Securities Distribution Company, Inc., 200 Hopmeadow Street,
Simsbury, CT 06089, serves as Distributor to the Funds.

CUSTODIAN

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

TRANSFER AND DIVIDEND DISBURSING AGENTS

Hartford Life Insurance Company, 200 Hopmeadow Street, Simsbury, CT 06089,
serves as Transfer and Dividend Disbursing Agent for the Funds.

PENDING LEGAL PROCEEDINGS

As of the date of this Prospectus, there are no material pending legal
proceedings involving the Funds, HL Advisors, HIMCO or Wellington Management as
a party.

REQUESTS FOR INFORMATION

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

For additional information, write to "Hartford Family of Funds", c/o
Individual Annuity Operations, P.O. Box 5085, Hartford, CT 06102-5085.
<PAGE>
HARTFORD HLS MUTUAL FUNDS 35
- --------------------------------------------------------------------------------

APPENDIX A

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

RATING OF BONDS

MOODY'S INVESTORS SERVICE, INC. ("MOODY'S")

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

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

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

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

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

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

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

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

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

STANDARD & POOR'S 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>
36 HARTFORD HLS MUTUAL FUNDS
- --------------------------------------------------------------------------------

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.

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

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

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

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

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

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

- - The reliability and quality of management are unquestioned.
<PAGE>
HARTFORD HLS MUTUAL FUNDS 37
- --------------------------------------------------------------------------------

APPENDIX B
CREDIT QUALITY DISTRIBUTION

HARTFORD BOND FUND

The average quality distribution of the portfolio of the Hartford Bond Fund
as of December 31, 1997 as assigned by Moody's Investors Services, Inc.
("Moody's") and Standard & Poor's Corporation ("Standard & Poor's"), was as
follows:

<TABLE>
<CAPTION>
QUALITY
DISTRIBUTION QUALITY
AS DISTRIBUTION AS
ASSIGNED BY PERCENTAGE OF ASSIGNED BY PERCENTAGE OF
MOODY'S PORTFOLIO STANDARD & POORS PORTFOLIO
- ------------- ------------- ----------------- -------------
<S> <C> <C> <C>
Aaa 46.0% AAA 47.4%
Aa 9.9% AA 10.7%
A 8.8% A 7.0%
Baa 11.2% BBB 14.4%
Ba 20.8% BB 13.9%
B 1.1% B 4.6%
Unrated 2.2% Unrated 2.0%
------------- -------------
Total 100.0% Total 100.0%
</TABLE>
<PAGE>

Hartford HLS Mutual Funds
PROSPECTUS -- OCTOBER , 1998
Class IB Shares

This Prospectus provides a choice of fourteen mutual funds (each a "Fund" and
together the "Funds") which serve as underlying investment vehicles for certain
variable annuity and variable life insurance separate accounts of Hartford Life
Insurance Company and Hartford Life and Annuity Insurance Company (collectively
"Hartford Life"). Each Fund offers two classes of shares: Class IB shares
offered hereby and Class IA shares offered pursuant to another prospectus. The
Funds, which have different investment objectives and policies, are described
below.

STOCK FUNDS

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

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Introduction to the Hartford HLS Mutual Funds............................. 4
Investment Objectives and Styles of the Funds............................. 4
Common Investment Policies and Risk Factors............................... 10
Management of the Funds................................................... 16
Administrative Services for the Funds..................................... 19
Expenses of the Funds..................................................... 19
Performance Related Information........................................... 19
Dividends................................................................. 20
Determination of Net Asset Value.......................................... 20
Purchase of Fund Shares................................................... 20
Sale and Redemption of Shares............................................. 20
Federal Income Taxes...................................................... 21
Ownership and Capitalization of the Funds................................. 21
General Information....................................................... 22
Appendix A: Description of Securities Ratings............................. 23
Appendix B: Credit Quality Distribution................................... 25
</TABLE>

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

Additional information about the performance of each Fund, including
Management's Discussion and Analysis of Results, is contained in the Funds'
annual and semi-annual reports to shareholders, which may be obtained without
charge by calling 1-800-862-6668.
<PAGE>
4 HARTFORD HLS MUTUAL FUNDS
- --------------------------------------------------------------------------------

INTRODUCTION TO THE
HARTFORD HLS MUTUAL FUNDS

Each Fund offers two classes of shares: Class IA shares and Class IB shares.
The shares of each Fund are currently sold only to insurance company separate
accounts in connection with variable life insurance contracts and variable
annuity contracts issued by Hartford Life. Both classes of shares are offered
and redeemed at their net asset value without the imposition of any sales load.
Only Class IB shares are offered by this Prospectus. The Class IB shares were
first offered publicly in April, 1998. Class IA shares are offered pursuant to
another prospectus and are subject to the same expenses as the Class IB shares,
but unlike the Class IB shares, they are not subject to distribution fees
imposed pursuant to a distribution ("Distribution Plan") adopted pursuant to
Rule 12b-1 under the Investment Company Act of 1940 (the "1940 Act"). Inquiries
regarding Class IA shares should be addressed to Hartford Family of Funds, c/o
Individual Annuity Operations, P.O. Box 5085, Hartford, CT 06102-5085 or by
calling 1-800-862-6668.

INVESTMENT OBJECTIVES AND
STYLES OF THE FUNDS

HARTFORD CAPITAL APPRECIATION HLS FUND, INC.

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

<PAGE>
HARTFORD HLS MUTUAL FUNDS 5
- --------------------------------------------------------------------------------

INVESTMENT OBJECTIVE.

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

INVESTMENT STYLE.

The Capital Appreciation Fund invests in a diversified portfolio of
primarily equity securities. Wellington Management identifies, through
fundamental analysis, companies that it believes have substantial near-term
capital appreciation potential regardless of company size or industry sector.
Income, if any, is an incidental consideration. This approach is sometimes
referred to as a "stock picking" approach and results in having all market
capitalization sectors (i.e., small, medium, and large companies) represented.
Small and medium sized companies are selected primarily on the basis of dynamic
earnings growth potential. Larger companies are selected primarily based on the
expectation for a catalyst event that will trigger stock price appreciation.
Fundamental analysis involves the assessment of a company through such factors
as its business environment, management, balance sheet, income statement,
anticipated earnings, revenues, dividends, and other related measures of value.
Up to 20% of the Capital Appreciation Fund's total assets may be invested in
securities of non-U.S. companies.

HARTFORD DIVIDEND AND GROWTH HLS FUND, INC.

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

INVESTMENT OBJECTIVE.

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

INVESTMENT STYLE.

HARTFORD GLOBAL LEADERS HLS FUND

INVESTMENT OBJECTIVE.

The Global Leaders Fund seeks growth of capital by investing primarily in
equity securities issued by U.S. companies and non-U.S. companies.

INVESTMENT STYLE.

The Global Leaders Fund uses a two-tiered investment approach. First, under
what is sometimes referred to as a "top down" approach, Wellington Management
analyzes the global macro economic and investment environments. This includes an
evaluation of U.S. and non-U.S. economic and political conditions, fiscal and
monetary policies, demographic trends and investor sentiment. Through top down
analysis, Wellington Management anticipates secular and cyclical changes to
identify companies which offer the most potential for capital appreciation given
current and projected global and local economic and market conditions.

<PAGE>
6 HARTFORD HLS MUTUAL FUNDS
- --------------------------------------------------------------------------------

Global Leaders Fund anticipates that, under normal market conditions, it will
diversify its investments in securities of issuers in at least five countries,
one of which will be the United States, and will be subject to certain risks
associated with investments in securities issued by non-U.S. companies. The
Global Leaders Fund does not have predetermined percentages on the amount of the
Fund's assets that may be invested in each country.

HARTFORD GROWTH AND INCOME HLS FUND

INVESTMENT OBJECTIVE.

The Growth and Income Fund seeks growth of capital and current income by
investing primarily in equity securities with earnings growth potential and
steady or rising dividends.

INVESTMENT STYLE.

HARTFORD INDEX HLS FUND, INC.

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

INVESTMENT OBJECTIVE.

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

INVESTMENT STYLE.

makes no representation or warranty, express or implied, to the shareholders of
the Index Fund regarding the advisability of investing in securities generally
or in the Index Fund particularly or the ability of the S&P 500 Index to track
general stock market performance. S&P's only relationship to Hartford Life
Insurance Company is the licensing of certain trademarks and trade names of S&P
and of the S&P 500 Index which is determined, composed and calculated by S&P
without regard to the Index Fund or Hartford Life Insurance Company. S&P has no
obligation to take the needs of the Index Fund or its shareholders, or Hartford
Life Insurance Company, into consideration in determining, composing or
calculating the S&P 500 Index. S&P is not responsible for and has not
participated in the determination of the net asset value of the Index Fund or
the timing of the issuance or sale of shares in the Index Fund. S&P has no
obligation or liability in connection with the administration, marketing or
trading of the Index Fund.

HARTFORD INTERNATIONAL OPPORTUNITIES
HLS FUND, INC.

INVESTMENT OBJECTIVE.

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

INVESTMENT STYLE.

The International Opportunities Fund invests in a diversified portfolio of
primarily equity securities covering a broad range of countries, industries, and
companies. Securities in which the International Opportunities Fund invests are
denominated in both U.S. dollars and non-U.S. currencies (including the European
Currency Unit and its successor, the Euro) and generally are traded in non-U.S.
markets. Under normal market conditions, at least 65% of the International
Opportunities Fund's total assets are invested in equity securities issued by
non-U.S. companies. Wellington Management uses a three-pronged investment
approach. First, Wellington Management determines the relative attractiveness of
the many countries in which the International Opportunities Fund may invest
based upon the economic and political environment of each country. Second,
Wellington Management evaluates industries on a global basis to determine which
industries offer the most potential for capital appreciation given current and
projected global and local economic and market conditions. Finally, Wellington
Management conducts fundamental research on individual companies and considers
companies for inclusion in the International Opportunities Fund's portfolio that
are typically larger, high quality companies that operate in established
markets. Fundamental analysis involves the assessment of a company through such
factors as its business environment, management, balance sheet, income
statement, anticipated earnings, revenues, dividends, and other related measures
of value. In analyzing companies for investment, Wellington Management looks
for, among other things, a strong balance sheet, attractive industry dynamics,
strong competitive advantages and attractive relative value within the context
of a security's primary trading market. The International Opportunities Fund may
also invest on a limited basis in smaller companies and less developed markets.
See "Non-U.S. Securities" below and the SAI for additional risk disclosure
concerning non-U.S. securities. The International Opportunities Fund anticipates
that, under normal market conditions, it will diversify its investments in at
least three countries other than the United States. The International
Opportunities Fund will be subject to certain risks because it invests primarily
in securities issued by non-U.S. companies.

HARTFORD MIDCAP HLS FUND, INC.

Hartford MidCap HLS Fund, Inc. (formerly known as Hartford MidCap Fund,
Inc.) (the "MidCap Fund") was incorporated in 1997 under Maryland law.

INVESTMENT OBJECTIVE.

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

INVESTMENT STYLE.

<PAGE>
8 HARTFORD HLS MUTUAL FUNDS
- --------------------------------------------------------------------------------

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.

HARTFORD SMALL COMPANY HLS FUND, INC.

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

INVESTMENT OBJECTIVE.

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

INVESTMENT STYLE.

HARTFORD STOCK HLS FUND, INC.

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

INVESTMENT OBJECTIVE.

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

INVESTMENT STYLE.

HARTFORD ADVISERS HLS FUND, INC.

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

<PAGE>
HARTFORD HLS MUTUAL FUNDS 9
- --------------------------------------------------------------------------------

INVESTMENT OBJECTIVE.

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

INVESTMENT STYLE.

HARTFORD INTERNATIONAL ADVISERS
HLS FUND, INC.

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

INVESTMENT OBJECTIVE.

INVESTMENT STYLE.

HARTFORD BOND HLS FUND, INC.

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

<PAGE>
10 HARTFORD HLS MUTUAL FUNDS
- --------------------------------------------------------------------------------

INVESTMENT OBJECTIVE.

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

INVESTMENT STYLE.

The Bond Fund is comprised of a diversified portfolio of fixed-income
securities. Under normal circumstances at least 80% of the Bond Fund's portfolio
is invested in investment grade bond-type securities. Up to 20% of the Bond Fund
may be invested in securities rated in the highest category of below investment
grade bonds ("Ba" by Moody's or "BB" by S&P, or securities which, if unrated,
are determined by HIMCO to be of comparable quality). Securities rated below
investment grade are commonly referred to as "high yield-high risk securities"
or "junk bonds". Investments in securities rated in the highest category below
investment grade may offer an attractive risk/reward trade-off and investment in
this sector may enhance the current yield and total return of the Bond Fund over
time. Investing in securities within this rating category combined with the
investment grade portion of the portfolio is designed to provide investors with
both a high level of current income and attractive relative total returns.

HARTFORD MORTGAGE SECURITIES HLS FUND, INC.

Hartford Mortgage Securities HLS Fund, Inc. (formerly known as Hartford
Mortgage Securities Fund, Inc.) (the "Mortgage Securities Fund") was
incorporated in 1984 under Maryland law.

INVESTMENT OBJECTIVE.

INVESTMENT STYLE.

HARTFORD MONEY MARKET HLS FUND, INC.

Hartford Money Market HLS Fund, Inc. (formerly known as HVA Money Market
Fund, Inc.) (the "Money Market Fund") was incorporated in 1982 under Maryland
law.

INVESTMENT OBJECTIVE.

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

INVESTMENT STYLE.

COMMON INVESTMENT POLICIES AND RISK FACTORS

The percentage limits described in the sections below are determined as of
the time securities are purchased.

MONEY MARKET INSTRUMENTS AND
TEMPORARY INVESTMENT STRATEGIES

In addition to the Money Market Fund, which may hold cash and money market
instruments at any time, all other Funds may hold cash and invest in high
quality money market instruments under appropriate circumstances as determined
by HIMCO or Wellington Management. Such Funds may invest up to 100% of their
assets in cash or money market instruments only for temporary defensive
purposes.

<PAGE>
HARTFORD HLS MUTUAL FUNDS 11
- --------------------------------------------------------------------------------

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

REPURCHASE AGREEMENTS

REVERSE REPURCHASE AGREEMENTS

DEBT SECURITIES

INVESTMENT GRADE DEBT SECURITIES

HIGH YIELD-HIGH RISK DEBT SECURITIES

The Capital Appreciation Fund, Dividend and Growth Fund, Global Leaders,
Growth and Income Fund, MidCap Fund, Small Company Fund, Stock Fund, Advisers
Fund and International Opportunities Fund may invest up to 5% of their assets
and the International Advisers Fund may invest up to 15% of its assets in high
yield debt securities (i.e., rated as low as "C" by Moody's or S&P, and unrated
securities of comparable quality as determined by Wellington Management). The
Bond Fund may invest up to 20% of its assets in securities rated in the highest
level below investment grade ("Ba" by Moody's or "BB" by S&P) or, if unrated,
determined to be of comparable quality by HIMCO. 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

<PAGE>
12 HARTFORD HLS MUTUAL FUNDS
- --------------------------------------------------------------------------------

gradations or sub-categories. If a Fund is authorized to invest in a certain
rating category, the Fund is also permitted to invest in any of the
sub-categories or gradations within that rating category. If a security is
downgraded to a rating category which does not qualify for investment, HIMCO or
Wellington Management will use its discretion on whether to hold or sell based
upon its opinion on the best method to maximize value for shareholders over the
long term. Securities in the rating categories below "Baa" as determined by
Moody's and "BBB" as determined by S&P are considered to be of poor standing and
predominantly speculative. The rating services' descriptions of securities are
set forth in Appendix A. High yield-high risk debt securities are considered
speculative with respect to the issuer's capacity to pay interest and repay
principal in accordance with the terms of the obligations. Accordingly, it is
possible that these types of factors could, in certain instances, reduce the
value of securities held by a Fund with a commensurate effect on the value of
the Fund's shares.

MORTGAGE-BACKED AND ASSET-BACKED SECURITIES

EQUITY SECURITIES

SMALL CAPITALIZATION SECURITIES

NON-U.S. SECURITIES

<PAGE>
HARTFORD HLS MUTUAL FUNDS 13
- --------------------------------------------------------------------------------

if not so denominated, to use currency transactions to reflect U.S. dollar
valuation at the time of purchase or while the security is held by the Fund.
Each Fund except the Bond Fund and Money Market 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 HIMCO or Wellington Management will
evaluate the economic and political climate and the principal securities markets
of the country in which the issuer is located. Investing in non-U.S. securities
involves considerations and potential risks not typically associated with
investing in U.S. securities. Less information may be available about non-U.S
issuers compared with U.S. issuers. For example, 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. In addition, 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.
From time to time, the International Opportunities Fund and International
Advisers Fund may invest up to 25% and 25%, respectively, of their assets in
securities of issuers located in emerging countries. 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 issuers located in developed countries. See the SAI for additional
risk disclosure concerning non-U.S. securities.

CURRENCY TRANSACTIONS

OPTIONS AND FUTURES CONTRACTS

<PAGE>
14 HARTFORD HLS MUTUAL FUNDS
- --------------------------------------------------------------------------------

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

To hedge against fluctuations in currency exchange rates, these Funds may
purchase or sell foreign currency futures contracts, and write put and call
options and purchase put and call options on such futures contracts. To the
extent that a Fund enters into futures contracts, options on futures contracts
and options on foreign currencies that are traded on an exchange regulated by
the Commodities Futures Trading Commission ("CFTC"), in each case that are not
for BONA FIDE hedging purposes (as defined by the CFTC), the aggregate initial
margin and premiums required to establish those non-hedging positions may not
exceed 5% of the liquidation value of Fund's portfolio, after taking into
account the unrealized profits and unrealized losses on any such contracts the
Fund has entered into.

SWAP AGREEMENTS

ILLIQUID SECURITIES

Each Fund is permitted to invest in illiquid securities. The maximum
percentage of illiquid securities which may be purchased by each Fund is 15%
except for the Money Market Fund for which the limit is 10% of their net assets
"Illiquid Securities" are securities that may not be sold or disposed of in the
ordinary course of business within seven days at approximately the price used to
determine a Fund's net asset value. Each Fund may purchase certain restricted
securities commonly known as Rule 144A securities that can be resold to
institutions and which may be determined to be liquid pursuant to policies and
guidelines of the Board of Directors.
<PAGE>
HARTFORD HLS MUTUAL FUNDS 15
- --------------------------------------------------------------------------------

Under current interpretations of the Securities and Exchange Commission
("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

OTHER INVESTMENT COMPANIES

PORTFOLIO SECURITIES LENDING

OTHER RISK FACTORS

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

<PAGE>
16 HARTFORD HLS MUTUAL FUNDS
- --------------------------------------------------------------------------------

INVESTMENT LIMITATIONS

The Funds have adopted certain limitations in an attempt to reduce their
exposure to specific situations. Some of these limitations are that each Fund
will not:

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

(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.

MANAGEMENT OF THE FUNDS

MANAGEMENT SERVICES

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

INDEX FUND

<TABLE>
<CAPTION>
NET ASSET VALUE ANNUAL RATE
- ------------------------------------------- -------------
<S> <C>
All Assets 0.20%
</TABLE>

MORTGAGE SECURITIES FUND AND MONEY MARKET FUND

<TABLE>
<CAPTION>
NET ASSET VALUE ANNUAL RATE
- ------------------------------------------- -------------
<S> <C>
All Assets 0.25%
</TABLE>

BOND FUND AND STOCK FUND

CAPITAL APPRECIATION FUND, DIVIDEND AND GROWTH FUND, GLOBAL LEADERS FUND,
INTERNATIONAL OPPORTUNITIES FUND, MIDCAP FUND, SMALL COMPANY FUND, ADVISERS
FUND AND INTERNATIONAL ADVISERS FUND

Under the terms of the Investment Management Agreements, HL Advisors,
subject to the supervision of the Funds' Board of Directors, provides investment
management supervision to each Fund in accordance with the Funds' investment
objectives, policies and restrictions.
<PAGE>
HARTFORD HLS MUTUAL FUNDS 17
- --------------------------------------------------------------------------------

For 1997, the management fees (advisory and administrative fees) for each
Fund as a percentage of average net assets were as follows:

- ---------

(1) Portion of management fee waived in 1997

Figures are not shown for the Global Leaders Fund and Growth and Income Fund
because those Funds were not in operation in 1997.

INVESTMENT SUB-ADVISORY AND OTHER SERVICES

DIVIDEND AND GROWTH FUND, GROWTH AND INCOME FUND, STOCK FUND AND ADVISERS FUND

CAPITAL APPRECIATION FUND, GLOBAL LEADERS FUND, INTERNATIONAL OPPORTUNITIES
FUND, MIDCAP FUND, SMALL COMPANY FUND AND INTERNATIONAL ADVISERS FUND

<PAGE>
18 HARTFORD HLS MUTUAL FUNDS
- --------------------------------------------------------------------------------

PORTFOLIO MANAGERS

Mark S. Waterhouse, Vice President of Wellington Management serves as
portfolio manager to the Small Company Fund. Mr. Waterhouse joined Wellington
Management in 1995 as Associate Portfolio Manager of the Capital Appreciation
Fund. Prior to joining Wellington Management in 1995, Mr. Waterhouse was a
portfolio manager with the Pioneer Group. He was previously a financial analyst
at GTE Service Corporation from 1984.

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

<PAGE>
HARTFORD HLS MUTUAL FUNDS 19
- --------------------------------------------------------------------------------

a corporate bond portfolio manager at The Home Insurance Company and
Axe-Houghton Management. Ms. Granger holds a CFA and has over sixteen years of
experience with fixed income investments.

PORTFOLIO TURNOVER

BROKERAGE COMMISSIONS

ADMINISTRATIVE SERVICES
FOR THE FUNDS

EXPENSES OF THE FUNDS

PERFORMANCE RELATED INFORMATION

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

DIVIDENDS

DETERMINATION OF
NET ASSET VALUE

PURCHASE OF FUND SHARES

The Funds offer investors two different classes of shares -- Class IA and
Class IB. Class IB shares are offered by this Prospectus. Class IA shares are
offered by a separate prospectus in connection with a variable annuity product.
The different classes of shares represent investments in the same portfolio of
securities but are subject to different expenses and will likely have different
share prices and performance.

SALE AND REDEMPTION
OF SHARES

The Class IB shares of each Fund are sold and redeemed by the Fund at their
net asset value next determined after receipt of a purchase or redemption order
in good order in writing at its home office, P.O. Box 5085, Hartford, CT
06102-5085. The value of shares redeemed may be more or less than original cost,
depending upon the market value of the portfolio securities at the time of
redemption. Payment for shares redeemed will be made within seven days after the
redemption request is received in proper form by the Funds. However, the right
to redeem Fund shares may be suspended or payment therefor postponed for any
period during which: (1) trading on the NYSE is closed for other than weekends
and holidays; (2) an emergency exists, as determined by the SEC, as a result of
which (a) disposal by a Fund of securities owned by it is not reasonably
practicable, or (b) it is not reasonably practicable for a Fund to determine
fairly the value of its net

<PAGE>
HARTFORD HLS MUTUAL FUNDS 21
- --------------------------------------------------------------------------------

assets; or (3) the SEC by order so permits for the protection of stockholders of
the Funds.

Each Fund has adopted a Distribution Plan pursuant to Rule 12b-1 under the
1940 Act for the Class IB shares. Pursuant to the Distribution Plan, each Fund
compensates the Distributor from assets attributable to the Class IB shares for
services rendered and expenses borne in connection with activities primarily
intended to result in the sale of the Class IB shares. It is anticipated that a
portion of the amounts received by the Distributor will be used to defray
various costs incurred or paid by the Distributor in connection with the
printing and mailing of Fund prospectuses, statements of additional information,
any supplements thereto and shareholder reports and holding seminars and sales
meetings with wholesale and retail sales personnel designed to promote the
distribution of Class IB shares. The Distributor may also use a portion of the
amounts received to provide compensation to financial intermediaries and
third-party broker-dealers for their services in connection with the
distribution of Class IB shares.

Although the Distribution Plan provides that each Fund may pay annually up
to 0.25% of the average daily net assets of a Fund attributable to its Class IB
shares for activities primarily intended to result in the sale of Class IB
shares, the Distributor has voluntarily agreed to waive .07% of the fee. This
waiver may be withdrawn at any time after notice to shareholders. Under the
terms of the Distribution Plan and the principal underwriting agreement, each
Fund is authorized to make payments monthly to the Distributor which may be used
to pay or reimburse entities providing distribution and shareholder servicing
with respect to the Class IB shares for such entities' fees or expenses incurred
or paid in that regard.

The Distribution Plan is of a type known as a "compensation" plan because
payments are made for services rendered to the Fund with respect to Class IB
shares regardless of the level of expenditures by the Distributor. The Directors
will, however, take into account such expenditures for purposes of reviewing
operations under the Distribution Plan and in connection with their annual
consideration of the Plan's renewal. The Distributor has indicated that it
expects its expenditures to include, without limitation: (a) the printing and
mailing of Fund prospectuses, statements of additional information, any
supplements thereto and shareholder reports for prospective contract owners of
variable insurance products with respect to the Class IB shares of a Fund; (b)
those relating to the development, preparation, printing and mailing of
advertisements, sales literature and other promotional materials describing and/
or relating to the Class IB shares of a Fund; (c) holding seminars and sales
meetings designed to promote the distribution of Fund Class IB shares; (d)
obtaining information and providing explanations to wholesale and retail
distributors of contracts regarding Fund investment objectives and policies and
other information about a Fund, including the performance of the Funds; (e)
training sales personnel regarding the Class IB shares of a Fund; and (f)
financing any other activity that the Distributor determines is primarily
intended to result in the sale of Class IB shares.

FEDERAL INCOME TAXES

If eligible, each Fund may make an election to pass through to its
shareholder, Hartford Life, a credit for any foreign taxes paid during the year.
If such election is made, the pass-through of the foreign tax credit will result
in additional taxable income and income tax to Hartford Life. The amount of
additional tax may be more than offset by the foreign tax credits which are
passed through. These foreign tax credits may provide a benefit to Hartford
Life.

OWNERSHIP AND CAPITALIZATION OF THE FUNDS
CAPITAL STOCK

<PAGE>
22 HARTFORD HLS MUTUAL FUNDS
- --------------------------------------------------------------------------------

MidCap Fund, 750 million; Small Company Fund, 750 million; Stock Fund, 2
billion; Advisers Fund, 6 billion; International Advisers Fund, 750 million;
Bond Fund, 800 million; Mortgage Securities Fund, 1.5 billion; and Money Market
Fund, 1.3 billion. The authorized capital stock of Hartford Series Fund, Inc.
consisted of 3 billion shares at a par value of $.001 per share, which is
allocated as follows: Global Leaders Fund, 1.5 billion; Growth and Income Fund,
1.5 billion. The shares of each Fund are divided into Class IA and Class IB.

VOTING

Under each Fund's multi-class system, shares of each class of a Fund
represent an equal pro rata interest in that Fund and, generally, shall have
identical voting, dividend, liquidation, and other rights, preferences, powers,
restrictions, limitations, qualifications and terms and conditions, except that:
(a) each class shall have a different designation; (b) each class of shares
shall bear its "Class Expenses;" (c) each class shall have exclusive voting
rights on any matter submitted to shareholders that relates solely to its
distribution arrangements; (d) each class shall have separate voting rights on
any matter submitted to shareholders in which the interests of one class differ
from the interests of any other class; (e) each class may have separate exchange
privileges, although exchange privileges are not currently contemplated; and (f)
each class may have different conversion features, although a conversion feature
is not currently contemplated. Expenses currently designated as "Class Expenses"
by the Fund's Board of Directors under the plan pursuant to Rule 18f-3 are
currently limited to payments made to the Distributor for the Class IB shares,
pursuant to the Distribution Plan for the Class IB shares adopted pursuant to
Rule 12b-1 under the 1940 Act. Each shareholder shall be entitled to one vote
for each share of the Funds held upon all matters submitted to the shareholders
generally. Class specific issues, such as a modification to a Rule 12b-1 plan
for Class IB shares that could materially increase fees, will be voted on only
by the affected class. With respect to the Funds' shares, issued as described
above under "Purchase of Fund Shares," as well as Fund shares which are not
otherwise attributable to variable annuity contract owners or variable life
policy holders, Hartford Life shall be the shareholder of record. Hartford Life
will vote all Fund shares, pro rata, according to the written instructions of
the contract owners of the variable annuity contracts and the policy holders of
the variable life contracts issued by it using the Funds as investment vehicles.
This position is consistent with the policy of the SEC staff.

OTHER RIGHTS

GENERAL INFORMATION
REPORTS TO SHAREHOLDERS

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

DISTRIBUTOR

Hartford Securities Distribution Company, Inc., 200 Hopmeadow Street,
Simsbury, CT 06089, serves as Distributor to the Funds.

CUSTODIAN

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

TRANSFER AND DIVIDEND DISBURSING AGENTS

Hartford Life Insurance Company, 200 Hopmeadow Street, Simsbury, CT 06089,
serves as Transfer and Dividend Disbursing Agent for the Funds.

PENDING LEGAL PROCEEDINGS

As of the date of this Prospectus, there are no material pending legal
proceedings involving the Funds, HL Advisors, HIMCO or Wellington Management as
a party.

REQUESTS FOR INFORMATION

For additional information, write to "Hartford Family of Funds", c/o
Individual Annuity Operations, P.O. Box 5085, Hartford, CT 06102-5085.

<PAGE>
HARTFORD HLS MUTUAL FUNDS 23
- --------------------------------------------------------------------------------

APPENDIX A

RATING OF BONDS

MOODY'S INVESTORS SERVICE, INC. ("MOODY'S")

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

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

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

STANDARD & POOR'S 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.

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>
24 HARTFORD HLS MUTUAL FUNDS
- --------------------------------------------------------------------------------