HARTFORD ADVISORS FUND INC /CT/
497, 1995-05-09
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<PAGE>
   
                             HARTFORD MUTUAL FUNDS
                                 P.O. BOX 2999
                            HARTFORD, CT 06104-2999
                           PROSPECTUS -- MAY 1, 1995
    

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

                                  STOCK FUNDS

   
    HARTFORD  CAPITAL  APPRECIATION  FUND,  INC.  (formerly  HARTFORD AGGRESSIVE
GROWTH FUND, INC.) seeks to achieve growth of capital by investing in securities
selected solely on the basis of  potential for capital appreciation; income,  if
any,  is  an incidental  consideration.  The Capital  Appreciation  Fund invests
primarily  in  equity   securities  and  securities   convertible  into   equity
securities.
    
   
    HARTFORD  DIVIDEND AND GROWTH  FUND, INC. seeks  to achieve a  high level of
current income consistent with growth of capital and reasonable investment risk.
The Dividend  and  Growth  Fund  invests  primarily  in  equity  securities  and
securities  convertible into equity securities that typically have above average
income yield and favorable prospects for capital appreciation.
    
   
    HARTFORD  INDEX  FUND,  INC.  seeks  to  provide  investment  results  which
approximate  the price and yield performance of publicly-traded common stocks in
the aggregate. The Index  Fund attempts to  approximate the capital  performance
and  the dividend  income of  the Standard  & Poor's  500 Composite  Stock Price
Index.
    
    HARTFORD INTERNATIONAL OPPORTUNITIES FUND,  INC. seeks to achieve  long-term
total  rate of return consistent with prudent investment risk through investment
primarily in equity securities issued by non-U.S. companies.

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

                             ASSET ALLOCATION FUNDS

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

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

                                       1
<PAGE>
                                   BOND FUNDS

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

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

                               MONEY MARKET FUNDS

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

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

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

THIS  PROSPECTUS  SETS  FORTH CONCISELY  THE  INFORMATION  ABOUT A  FUND  THAT A
PROSPECTIVE INVESTOR SHOULD KNOW BEFORE  INVESTING. PLEASE READ AND RETAIN  THIS
PROSPECTUS FOR FUTURE REFERENCE. ADDITIONAL INFORMATION ABOUT THE FUNDS HAS BEEN
FILED  WITH THE SECURITIES AND EXCHANGE  COMMISSION IN A STATEMENT OF ADDITIONAL
INFORMATION DATED MAY  1, 1995, WHICH  HAS BEEN INCORPORATED  BY REFERENCE  INTO
THIS  PROSPECTUS  AND WILL  BE  PROVIDED ON  REQUEST  AND WITHOUT  CHARGE. WRITE
"HARTFORD FAMILY OF FUNDS,  C/O INDIVIDUAL ANNUITY  OPERATIONS," P.O. BOX  2999,
HARTFORD, CT 06104-2999.
- --------------------------------------------------------------------------------

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

AN  INVESTMENT  IN EITHER  OF  THE MONEY  MARKET  FUNDS IS  NEITHER  INSURED NOR
GUARANTEED BY THE U.S. GOVERNMENT. THERE CAN BE NO ASSURANCE THAT EITHER OF  THE
MONEY  MARKET FUNDS WILL BE  ABLE TO MAINTAIN A STABLE  NET ASSET VALUE OF $1.00
PER SHARE.
- --------------------------------------------------------------------------------

HARTFORD INTERNATIONAL  OPPORTUNITIES  FUND,  INC.  AND  HARTFORD  INTERNATIONAL
ADVISERS  FUND, INC. MAY EACH INVEST UP TO  15% OF ITS ASSETS IN HIGH YIELD DEBT
SECURITIES.  INVESTMENTS  OF  THIS  TYPE  INVOLVE  COMPARATIVELY  HIGHER  RISKS,
INCLUDING  PRICE VOLATILITY AND RISK  OF DEFAULT IN THE  PAYMENT OF INTEREST AND
PRINCIPAL, THAN HIGHER-QUALITY DEBT SECURITIES. SEE "COMMON INVESTMENT  POLICIES
AND RISK FACTORS."

                                       2
<PAGE>
                             HARTFORD MUTUAL FUNDS
                               TABLE OF CONTENTS

   
<TABLE>
<CAPTION>
                                                                                                                PAGE
<S>                                                                                                          <C>
Glossary...................................................................................................           4
Financial Highlights.......................................................................................           5
The Funds..................................................................................................          15
Investment Objectives and Policies of the Funds............................................................          15
Common Investment Policies and Risk Factors................................................................          24
    -Repurchase Agreements.................................................................................          24
    -Illiquid Securities...................................................................................          24
    -When-Issued and Delayed-Delivery Securities...........................................................          25
    -Other Investment Companies............................................................................          25
    -Currency Transactions.................................................................................          26
    -Options and Futures Contracts.........................................................................          26
    -Non-U.S. Securities, Including ADRs and GDRs..........................................................          28
    -Mortgage-Related Securities...........................................................................          29
    -Asset-Backed Securities...............................................................................          30
    -Swap Agreements.......................................................................................          31
    -Money Market Instruments..............................................................................          31
    -Investment Grade Securities...........................................................................          31
    -High Yield Securities.................................................................................          31
    -Other Risk Factors....................................................................................          32
Management of the Funds....................................................................................          32
    -Investment Advisory and Management Services...........................................................          32
    -Investment Sub-Advisory Services......................................................................          34
    -Portfolio Managers....................................................................................          36
Administrative Services for the Funds......................................................................          36
Expenses of the Funds......................................................................................          37
Performance Related Information............................................................................          37
Dividends..................................................................................................          37
Net Asset Value............................................................................................          38
Purchase of Fund Shares....................................................................................          38
Sale and Redemption of Shares..............................................................................          39
Federal Income Taxes.......................................................................................          39
Ownership and Capitalization of the Funds..................................................................          39
    -Capital Stock.........................................................................................          39
    -Voting................................................................................................          40
    -Liquidation...........................................................................................          40
General Information........................................................................................          40
    -Reports to Shareholders...............................................................................          40
    -Custodian, Transfer and Dividend Disbursing Agents....................................................          40
    -"Majority" Defined....................................................................................          40
    -Pending Legal Proceedings.............................................................................          40
    -Requests for Information..............................................................................          41
Appendix -- Ratings of Bonds and Commercial Paper..........................................................          42
</TABLE>
    

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

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

                                       3
<PAGE>
                                    GLOSSARY

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

                                       4
<PAGE>
   
                    HARTFORD CAPITAL APPRECIATION FUND, INC.
     FINANCIAL HIGHLIGHTS (FORMERLY HARTFORD AGGRESSIVE GROWTH FUND, INC.)
    

   
THE  FOLLOWING INFORMATION, INSOFAR AS  IT RELATES TO EACH  OF THE FIVE YEARS IN
THE PERIOD ENDED DECEMBER  31, 1994, HAS BEEN  EXAMINED BY ARTHUR ANDERSEN  LLP,
INDEPENDENT  PUBLIC  ACCOUNTANTS,  WHOSE  REPORT  THEREON  IS  INCLUDED  IN  THE
STATEMENT OF ADDITIONAL INFORMATION, WHICH IS INCORPORATED BY REFERENCE TO  THIS
PROSPECTUS.
    

   
<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
                           12/31/94   12/31/93  12/31/92  12/31/91  12/31/90  12/31/89  12/31/88  12/31/87  12/31/86  12/31/85
- ------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>         <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
Net asset value at
 beginning of period....  $    3.052  $  2.634  $  2.607  $  1.709  $  2.020  $  1.678  $  1.341  $  1.482  $  1.423  $  1.080
Net investment income...       0.011     0.003     0.008     0.021     0.029     0.023     0.015     0.025     0.019     0.016
Net realized and
 unrealized gains
 (losses) on
 investments............       0.070     0.526     0.388     0.898    (0.246)    0.376     0.337    (0.075)    0.106     0.366
                          ----------  --------  --------  --------  --------  --------  --------  --------  --------  --------
Total from investment
 operations.............       0.081     0.529     0.396     0.919    (0.217)    0.399     0.352    (0.050)    0.125     0.382
Dividends from net
 investment income......      (0.011)   (0.003)   (0.008)   (0.021)   (0.029)   (0.023)   (0.015)   (0.025)   (0.019)   (0.016)
Distribution from net
 realized gains on
 securities.............      (0.262)   (0.108)   (0.361)    0.000    (0.065)   (0.034)    0.000    (0.066)   (0.047)   (0.023)
Return of capital.......       0.000     0.000     0.000     0.000     0.000     0.000     0.000     0.000     0.000     0.000
                          ----------  --------  --------  --------  --------  --------  --------  --------  --------  --------
Total from
 distributions..........      (0.273)   (0.111)   (0.369)   (0.021)   (0.094)   (0.057)   (0.015)   (0.091)   (0.066)   (0.039)
                          ----------  --------  --------  --------  --------  --------  --------  --------  --------  --------
Net increase (decrease)
 in net assets..........      (0.192)    0.418     0.027     0.898    (0.311)    0.342     0.337    (0.141)    0.059     0.343
Net asset value at end
 of period..............  $    2.860  $  3.052  $  2.634  $  2.607  $  1.709  $  2.020  $  1.678  $  1.341  $  1.482  $  1.423
                          ----------  --------  --------  --------  --------  --------  --------  --------  --------  --------
                          ----------  --------  --------  --------  --------  --------  --------  --------  --------  --------
- ------------------------------------------------------------------------------------------------------------------------------
Total Return............        2.50%    20.80%    16.98%    53.99%   -10.90%    24.11%    26.37%    -4.31%     9.03%    36.18%
Net Assets (in
 thousands).............  $1,158,644   778,904   300,373   158,046    56,032    59,922    34,226    26,123    22,556     7,988
Ratio of operating
 expenses in average net
 assets.................        0.72%     0.76%     0.87%     0.92%     0.96%     0.94%     0.97%     1.01%     1.12%     1.48%
Ratio of net investment
 income to average net
 assets.................        0.40%     0.12%     0.36%     0.92%     1.58%     1.25%     0.91%     1.27%     1.23%     1.40%
Portfolio turnover
 rate...................        73.3%     91.4%    100.3%    107.2%     51.8%     35.0%     48.9%     68.7%     53.9%     71.7%
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>
    

                                       5
<PAGE>
   
                    HARTFORD DIVIDEND AND GROWTH FUND, INC.
                              FINANCIAL HIGHLIGHTS
    

   
THE  FOLLOWING INFORMATION HAS BEEN EXAMINED BY ARTHUR ANDERSEN LLP, INDEPENDENT
PUBLIC ACCOUNTANTS,  WHOSE  REPORT  THEREON  IS INCLUDED  IN  THE  STATEMENT  OF
ADDITIONAL INFORMATION, WHICH IS INCORPORATED BY REFERENCE TO THIS PROSPECTUS.
    
   
<TABLE>
<CAPTION>
   (FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)
<S>                                                 <C>
- ---------------------------------------------------------------

<CAPTION>
                                                     03/06/94-
                                                    12/31/94(A)
- ---------------------------------------------------------------
<S>                                                 <C>
Net asset value at beginning of period............   $   1.000
Net investment income.............................       0.024
Net realized and unrealized gains (losses) on
 investments......................................      (0.005)
                                                    -----------
Total from investment operations..................       0.019
Dividends from net investment income..............      (0.024)
Distribution from net realized gains on
 securities.......................................      (0.001)
Return of capital.................................       0.000
                                                    -----------
Total from distributions..........................      (0.025)
                                                    -----------
Net increase (decrease) in net assets.............      (0.006)
Net asset value at end of period..................   $   0.994
                                                    -----------
                                                    -----------
- ---------------------------------------------------------------
Total Return......................................        1.96%
Net Assets (in thousands).........................   $  55,066
Ratio of operating expenses to average net
 assets...........................................        0.83%*
Ratio of net investment income to average net
 assets...........................................        3.52%*
Portfolio turnover rate...........................        27.8%
- ---------------------------------------------------------------
</TABLE>
    

(a) The Fund was declared effective by the Securities and Exchange Commission on
    March 6, 1994.

 * Annualized

                                       6
<PAGE>
                           HARTFORD INDEX FUND, INC.
                              FINANCIAL HIGHLIGHTS

   
THE  FOLLOWING INFORMATION, INSOFAR AS  IT RELATES TO EACH  OF THE FIVE YEARS IN
THE PERIOD ENDED DECEMBER  31, 1994, HAS BEEN  EXAMINED BY ARTHUR ANDERSEN  LLP,
INDEPENDENT  PUBLIC  ACCOUNTANTS,  WHOSE  REPORT  THEREON  IS  INCLUDED  IN  THE
STATEMENT OF ADDITIONAL INFORMATION, WHICH IS INCORPORATED BY REFERENCE TO  THIS
PROSPECTUS.
    

   
<TABLE>
<CAPTION>
                       (FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)
- --------------------------------------------------------------------------------------------------------
                            YEAR      YEAR      YEAR      YEAR      YEAR      YEAR      YEAR
                           ENDED     ENDED     ENDED     ENDED     ENDED     ENDED     ENDED    05/01/87-
                          12/31/94  12/31/93  12/31/92  12/31/91  12/31/90  12/31/89  12/31/88  12/31/87
- --------------------------------------------------------------------------------------------------------
<S>                       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
Net asset value at
 beginning of period....  $  1.546  $  1.450  $  1.390  $  1.134  $  1.220  $  0.960  $  0.854  $ 1.000
Net investment income...     0.038     0.035     0.033     0.036     0.037     0.029     0.030    0.016
Net realized and
 unrealized gains
 (losses) on
 investments............    (0.024)    0.096     0.060     0.294    (0.086)    0.260     0.106   (0.144 )
                          --------  --------  --------  --------  --------  --------  --------  --------
Total from investment
 operations.............     0.014     0.131     0.093     0.330    (0.049)    0.289     0.136   (0.128 )
Dividends from net
 investment income......    (0.038)   (0.035)   (0.033)   (0.036)   (0.037)   (0.029)   (0.030)  (0.016 )
Distribution from net
 realized gains on
 securities.............     0.000     0.000     0.000    (0.038)    0.000     0.000     0.000   (0.002 )
Return of capital.......     0.000     0.000     0.000     0.000     0.000     0.000     0.000    0.000
                          --------  --------  --------  --------  --------  --------  --------  --------
Total from
 distributions..........    (0.038)   (0.035)   (0.033)   (0.074)   (0.037)   (0.029)   (0.030)  (0.018 )
                          --------  --------  --------  --------  --------  --------  --------  --------
Net increase (decrease)
 in net assets..........    (0.024)    0.096     0.060     0.256    (0.086)    0.260     0.106   (0.146 )
Net asset value at end
 of period..............  $  1.522  $  1.546  $  1.450  $  1.390  $  1.134  $  1.220  $  0.960  $ 0.854
                          --------  --------  --------  --------  --------  --------  --------  --------
                          --------  --------  --------  --------  --------  --------  --------  --------
- --------------------------------------------------------------------------------------------------------
Total Return............      0.94%     9.12%     6.82%    29.53%    -3.99%    30.47%    16.35%  -12.91%
Net Assets (in
 thousands).............  $157,660   140,396    82,335    47,770    26,641    19,456    10,050    7,212
Ratio of operating
 expenses to average net
 assets.................      0.45%     0.49%     0.60%     0.67%     0.91%     1.10%     1.23%    1.35%*
Ratio of net investment
 income to average net
 assets.................      2.50%     2.36%     2.48%     2.89%     3.27%     2.60%     3.29%    2.39%*
Portfolio turnover
 rate...................       1.8%      0.8%      1.2%      6.7%     25.5%     12.9%     20.9%     1.9%
- --------------------------------------------------------------------------------------------------------

* Annualized
</TABLE>
    

                                       7
<PAGE>
                HARTFORD INTERNATIONAL OPPORTUNITIES FUND, INC.
                              FINANCIAL HIGHLIGHTS

   
THE  FOLLOWING INFORMATION HAS BEEN EXAMINED BY ARTHUR ANDERSEN LLP, INDEPENDENT
PUBLIC ACCOUNTANTS,  WHOSE  REPORT  THEREON  IS INCLUDED  IN  THE  STATEMENT  OF
ADDITIONAL INFORMATION, WHICH IS INCORPORATED BY REFERENCE TO THIS PROSPECTUS.
    

   
<TABLE>
<CAPTION>
        (FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)
- --------------------------------------------------------------------------
                            YEAR      YEAR      YEAR      YEAR
                           ENDED     ENDED     ENDED     ENDED    07/02/90-
                            1994      1993      1992      1991    12/31/90(A)
- --------------------------------------------------------------------------
<S>                       <C>       <C>       <C>       <C>       <C>
Net asset value at
 beginning of period....  $  1.215  $  0.917  $  0.973  $  0.871  $ 1.000
Net investment income...     0.016     0.009     0.013     0.011    0.015
Net realized and
 unrealized gains
 (losses) on
 investments............    (0.039)    0.298    (0.056)    0.102   (0.129 )
                          --------  --------  --------  --------  --------
Total from investment
 operations.............    (0.023)    0.307    (0.043)    0.113   (0.114 )
Dividends from net
 investment income......    (0.016)   (0.009)   (0.013)   (0.011)  (0.015 )
Distribution from net
 realized gains on
 securities.............     0.000     0.000     0.000     0.000    0.000
Return of capital.......     0.000     0.000     0.000     0.000    0.000
                          --------  --------  --------  --------  --------
Total from
 distributions..........    (0.016)   (0.009)   (0.013)   (0.011)  (0.015 )
                          --------  --------  --------  --------  --------
Net increase (decrease)
 in net assets..........    (0.039)    0.298    (0.056)    0.102   (0.129 )
Net asset value at end
 of period..............  $  1.176  $  1.215  $  0.917  $  0.973  $ 0.871
                          --------  --------  --------  --------  --------
                          --------  --------  --------  --------  --------
- --------------------------------------------------------------------------
Total Return............     -1.96%    33.73%    -4.43%    13.00%  -11.76%
Net Assets (in
 thousands).............  $563,765   281,608    47,560    22,854    9,352
Ratio of operating
 expenses to average net
 assets.................      0.85%     1.00%     1.23%     1.24%    1.04%*
Ratio of net investment
 income to average net
 assets.................      1.42%     0.84%     1.40%     1.17%    2.65%*
Portfolio turnover
 rate...................      46.4%     31.8%     25.1%     24.7%     3.0%
- --------------------------------------------------------------------------
</TABLE>
    

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

 * Annualized

                                       8
<PAGE>
                           HARTFORD STOCK FUND, INC.
                              FINANCIAL HIGHLIGHTS

   
THE  FOLLOWING INFORMATION, INSOFAR AS  IT RELATES TO EACH  OF THE FIVE YEARS IN
THE PERIOD ENDED DECEMBER  31, 1994, HAS BEEN  EXAMINED BY ARTHUR ANDERSEN  LLP,
INDEPENDENT  PUBLIC  ACCOUNTANTS,  WHOSE  REPORT  THEREON  IS  INCLUDED  IN  THE
STATEMENT OF ADDITIONAL INFORMATION, WHICH IS INCORPORATED BY REFERENCE TO  THIS
PROSPECTUS.
    

   
<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
                           12/31/94   12/31/93  12/31/92  12/31/91  12/31/90  12/31/89  12/31/88  12/31/87  12/31/86  12/31/85
- ------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>         <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
Net asset value at
 beginning of period....  $    3.099  $  2.965  $  2.927  $  2.452  $  2.775  $  2.304  $  1.977  $  2.177  $  2.107  $  1.711
Net investment income...       0.061     0.053     0.051     0.059     0.070     0.065     0.045     0.045     0.049     0.052
Net realized and
 unrealized gains
 (losses) on
 investments............      (0.111)    0.339     0.219     0.532    (0.179)    0.522     0.327     0.084     0.196     0.461
                          ----------  --------  --------  --------  --------  --------  --------  --------  --------  --------
Total from investment
 operations.............      (0.050)    0.392     0.270     0.591    (0.109)    0.587     0.372     0.129     0.245     0.513
Dividends from net
 investment income......      (0.061)   (0.053)   (0.051)   (0.059)   (0.070)   (0.065)   (0.045)   (0.045)   (0.049)   (0.052)
Distribution from net
 realized gains on
 securities.............      (0.187)   (0.205)   (0.181)   (0.057)   (0.144)   (0.051)    0.000    (0.284)   (0.126)   (0.065)
Return of capital.......       0.000     0.000     0.000     0.000     0.000     0.000     0.000     0.000     0.000     0.000
                          ----------  --------  --------  --------  --------  --------  --------  --------  --------  --------
Total from
 distributions..........      (0.248)   (0.258)   (0.232)   (0.116)   (0.214)   (0.116)   (0.045)   (0.329)   (0.175)   (0.117)
                          ----------  --------  --------  --------  --------  --------  --------  --------  --------  --------
Net increase (decrease)
 in net assets..........      (0.298)    0.134     0.038     0.475    (0.323)    0.471     0.327    (0.200)    0.070     0.396
Net asset value at end
 of period..............  $    2.801  $  3.099  $  2.965  $  2.927  $  2.452  $  2.775  $  2.304  $  1.977  $  2.177  $  2.107
                          ----------  --------  --------  --------  --------  --------  --------  --------  --------  --------
                          ----------  --------  --------  --------  --------  --------  --------  --------  --------  --------
- ------------------------------------------------------------------------------------------------------------------------------
Total Return............       -1.89%    14.34%    10.04%    24.58%    -3.87%    26.02%    19.00%     5.41%    12.33%    31.49%
Net Assets (in
 thousands).............  $1,163,158   968,425   569,903   406,489   257,553   266,756   187,511   170,319   148,126   126,344
Ratio of operating
 expenses to average net
 assets.................        0.50%     0.53%     0.57%     0.60%     0.66%     0.64%     0.65%     0.65%     0.66%     0.64%
Ratio of net investment
 income to average net
 assets.................        2.17%     1.86%     1.90%     2.14%     2.76%     2.31%     2.08%     1.83%     2.24%     2.96%
Portfolio turnover
 rate...................        63.8%     69.0%     69.8%     24.3%     20.2%     24.4%     22.9%     27.0%     25.7%     32.1%
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>
    

                                       9
<PAGE>
                          HARTFORD ADVISERS FUND, INC.
                              FINANCIAL HIGHLIGHTS

   
THE  FOLLOWING INFORMATION, INSOFAR AS  IT RELATES TO EACH  OF THE FIVE YEARS IN
THE PERIOD ENDED DECEMBER  31, 1994, HAS BEEN  EXAMINED BY ARTHUR ANDERSEN  LLP,
INDEPENDENT  PUBLIC  ACCOUNTANTS,  WHOSE  REPORT  THEREON  IS  INCLUDED  IN  THE
STATEMENT OF ADDITIONAL INFORMATION, WHICH IS INCORPORATED BY REFERENCE TO  THIS
PROSPECTUS.
    

   
<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
                           12/31/94    12/31/93   12/31/92  12/31/91  12/31/90  12/31/89  12/31/88  12/31/87  12/31/86  12/31/85
- --------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>         <C>         <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
Net asset value at
 beginning of period....  $    1.752  $    1.676  $  1.649  $  1.436  $  1.543  $  1.332  $  1.213  $  1.227  $  1.179  $  0.987
Net investment income...       0.054       0.050     0.059     0.063     0.074     0.062     0.051     0.051     0.054     0.064
Net realized and
 unrealized gains
 (losses) on
 investments............      (0.100)      0.145     0.070     0.223    (0.059)    0.221     0.119     0.025     0.089     0.192
                          ----------  ----------  --------  --------  --------  --------  --------  --------  --------  --------
Total from investment
 operations.............      (0.046)      0.195     0.129     0.286     0.015     0.283     0.170     0.076     0.143     0.256
Dividends from net
 investment income......      (0.054)     (0.050)   (0.059)   (0.063)   (0.074)   (0.062)   (0.051)   (0.051)   (0.054)   (0.064)
Distribution from net
 realized gains on
 securities.............      (0.052)     (0.069)   (0.043)   (0.010)   (0.048)   (0.010)    0.000    (0.039)   (0.041)    0.000
Return of capital.......       0.000       0.000     0.000     0.000     0.000     0.000     0.000     0.000     0.000     0.000
                          ----------  ----------  --------  --------  --------  --------  --------  --------  --------  --------
Total from
 distributions..........      (0.106)     (0.119)   (0.102)   (0.073)   (0.122)   (0.072)   (0.051)   (0.090)   (0.095)   (0.064)
                          ----------  ----------  --------  --------  --------  --------  --------  --------  --------  --------
Net increase (decrease)
 in net assets..........      (0.152)      0.076     0.027     0.213    (0.107)    0.211     0.119    (0.014)    0.048     0.192
Net asset value at end
 of period..............  $    1.600  $    1.752  $  1.676  $  1.649  $  1.436  $  1.543  $  1.332  $  1.213  $  1.227  $  1.179
                          ----------  ----------  --------  --------  --------  --------  --------  --------  --------  --------
                          ----------  ----------  --------  --------  --------  --------  --------  --------  --------  --------
- --------------------------------------------------------------------------------------------------------------------------------
Total Return............       -2.74%      12.25%     8.30%    20.33%     1.26%    21.72%    14.24%     6.08%    12.70%    26.85%
Net Assets (in
 thousands).............  $3,034,034   2,426,550   985,747   631,424   416,839   371,917   264,750   239,704   127,214    41,286
Ratio of operating
 expenses to average net
 assets.................        0.65%       0.69%     0.78%     0.81%     0.89%     0.89%     0.90%     0.91%     0.98%     0.97%
Ratio of net investment
 income to average net
 assets.................        3.34%       3.07%     3.55%     4.13%     4.65%     4.14%     3.93%     4.00%     4.36%     6.03%
Portfolio turnover
 rate...................        60.0%       55.3%     72.8%     42.1%     35.7%     33.5%     30.9%     28.3%     23.3%     63.0%
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
    

                                       10
<PAGE>
                            HARTFORD BOND FUND, INC.
                              FINANCIAL HIGHLIGHTS

   
THE  FOLLOWING INFORMATION, INSOFAR AS  IT RELATES TO EACH  OF THE FIVE YEARS IN
THE PERIOD ENDED DECEMBER  31, 1994, HAS BEEN  EXAMINED BY ARTHUR ANDERSEN  LLP,
INDEPENDENT  PUBLIC  ACCOUNTANTS,  WHOSE  REPORT  THEREON  IS  INCLUDED  IN  THE
STATEMENT OF ADDITIONAL INFORMATION, WHICH IS INCORPORATED BY REFERENCE TO  THIS
PROSPECTUS.
    

   
<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
                          12/31/94  12/31/93  12/31/92  12/31/91  12/31/90  12/31/89  12/31/88  12/31/87  12/31/86  12/31/85
- ----------------------------------------------------------------------------------------------------------------------------
<S>                       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
Net asset value at
 beginning of period....  $  1.044  $  1.024  $  1.061  $  0.979  $  0.976  $  0.945  $  0.952  $  1.033  $  1.007  $  0.929
Net investment income...     0.060     0.062     0.074     0.072     0.075     0.079     0.077     0.080     0.091     0.104
Net realized and
 unrealized gains
 (losses) on
 investments............    (0.100)    0.039    (0.019)    0.082     0.003     0.031    (0.007)   (0.081)    0.026     0.078
                          --------  --------  --------  --------  --------  --------  --------  --------  --------  --------
Total from investment
 operations.............    (0.040)    0.101     0.055     0.154     0.078     0.110     0.070    (0.001)    0.117     0.182
Dividends from net
 investment income......    (0.060)   (0.062)   (0.074)   (0.072)   (0.075)   (0.079)   (0.077)   (0.080)   (0.091)   (0.104)
Distribution from net
 realized gains on
 securities.............    (0.018)   (0.019)   (0.018)    0.000     0.000     0.000     0.000     0.000     0.000     0.000
Return of capital.......     0.000     0.000     0.000     0.000     0.000     0.000     0.000     0.000     0.000     0.000
                          --------  --------  --------  --------  --------  --------  --------  --------  --------  --------
Total from
 distributions..........    (0.078)   (0.081)   (0.092)   (0.072)   (0.075)   (0.079)   (0.077)   (0.080)   (0.091)   (0.104)
                          --------  --------  --------  --------  --------  --------  --------  --------  --------  --------
Net increase (decrease)
 in net assets..........    (0.118)    0.020    (0.037)    0.082     0.003     0.031    (0.007)   (0.081)    0.026     0.078
Net asset value at end
 of period..............  $  0.926  $  1.044  $  1.024  $  1.061  $  0.979  $  0.976  $  0.945  $  0.952  $  1.033  $  1.007
                          --------  --------  --------  --------  --------  --------  --------  --------  --------  --------
                          --------  --------  --------  --------  --------  --------  --------  --------  --------  --------
- ----------------------------------------------------------------------------------------------------------------------------
Total Return............     -3.95%    10.24%     5.53%    16.43%     8.39%    12.10%     7.60%    -0.01%    12.19%    20.62%
Net Assets (in
 thousands).............  $247,458   239,602   128,538    97,377    70,915    61,602    54,215    50,037    57,160    43,843
Ratio of operating
 expenses to average net
 assets.................      0.55%     0.57%     0.64%     0.66%     0.67%     0.67%     0.69%     0.69%     0.71%     0.69%
Ratio of net investment
 income to average net
 assets.................      6.23%     5.93%     7.21%     7.29%     7.82%     8.09%     8.12%     8.15%     8.93%    10.73%
Portfolio turnover
 rate...................     328.8%    494.3%    434.1%    337.0%    161.6%    225.0%    230.3%     53.3%     46.7%     53.7%
Current Yield*..........      7.19%     4.93%     6.48%     6.62%     8.17%     7.92%     9.15%     8.67%     8.82%    10.29%
- ----------------------------------------------------------------------------------------------------------------------------

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

                                       11
<PAGE>
                    HARTFORD MORTGAGE SECURITIES FUND, INC.
                              FINANCIAL HIGHLIGHTS

   
THE  FOLLOWING INFORMATION, INSOFAR AS  IT RELATES TO EACH  OF THE FIVE YEARS IN
THE PERIOD ENDED DECEMBER  31, 1994, HAS BEEN  EXAMINED BY ARTHUR ANDERSEN  LLP,
INDEPENDENT  PUBLIC  ACCOUNTANTS,  WHOSE  REPORT  THEREON  IS  INCLUDED  IN  THE
STATEMENT OF ADDITIONAL INFORMATION, WHICH IS INCORPORATED BY REFERENCE TO  THIS
PROSPECTUS.
    

   
<TABLE>
<CAPTION>
                                 (FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)
- ----------------------------------------------------------------------------------------------------------------------------
                            YEAR      YEAR      YEAR      YEAR      YEAR      YEAR      YEAR      YEAR      YEAR    1/15/85
                           ENDED     ENDED     ENDED     ENDED     ENDED     ENDED     ENDED     ENDED     ENDED       TO
                          12/31/94  12/31/93  12/31/92  12/31/91  12/31/90  12/31/89  12/31/88  12/31/87  12/31/86  12/31/85
- ----------------------------------------------------------------------------------------------------------------------------
<S>                       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
Net asset value at
 beginning of period....  $  1.075  $  1.079     1.115  $  1.054  $  1.045  $  1.006  $  1.011  $  1.087  $  1.077  $  1.000
Net investment income...     0.068     0.071     0.086     0.088     0.087     0.088     0.087     0.093     0.104     0.111
Net realized and
 unrealized gains
 (losses) on
 investments............    (0.086)   (0.004)   (0.036)    0.061     0.009     0.039    (0.005)   (0.067)    0.010     0.077
                          --------  --------  --------  --------  --------  --------  --------  --------  --------  --------
Total from investment
 operations.............    (0.018)    0.067     0.050     0.149     0.096     0.127     0.082     0.026     0.114     0.188
Dividends from net
 investment income......    (0.068)   (0.071)   (0.086)   (0.088)   (0.087)   (0.088)   (0.087)   (0.093)   (0.104)   (0.111)
Distribution from net
 realized gains on
 securities.............    (0.005)    0.000     0.000     0.000     0.000     0.000     0.000    (0.009)    0.000     0.000
Return of capital.......     0.000     0.000     0.000     0.000     0.000     0.000     0.000     0.000     0.000     0.000
                          --------  --------  --------  --------  --------  --------  --------  --------  --------  --------
Total from
 distributions..........    (0.073)   (0.071)   (0.086)   (0.088)   (0.087)   (0.088)   (0.087)   (0.102)   (0.104)   (0.111)
                          --------  --------  --------  --------  --------  --------  --------  --------  --------  --------
Net increase (decrease)
 in net assets..........    (0.091)   (0.004)   (0.036)    0.061     0.009     0.039    (0.005)   (0.076)    0.010     0.077
Net asset value at end
 of period..............  $  0.984  $  1.075  $  1.079  $  1.115  $  1.054  $  1.045  $  1.006  $  1.011  $  1.087  $  1.077
                          --------  --------  --------  --------  --------  --------  --------  --------  --------  --------
                          --------  --------  --------  --------  --------  --------  --------  --------  --------  --------
- ----------------------------------------------------------------------------------------------------------------------------
Total Return............     -1.61%     6.31%     4.64%    14.71%     9.70%    13.13%     8.38%     2.64%    11.13%    20.61%
Net Assets (in
 thousands).............  $304,147   365,198   258,711   162,484   105,620    85,908    85,075    84,075   100,518    50,090
Ratio of operating
 expenses to average net
 assets.................      0.48%     0.49%     0.56%     0.58%     0.58%     0.58%     0.60%     0.61%     0.62%     0.66%
Ratio of net investment
 income to average net
 assets.................      6.65%     6.49%     7.96%     8.25%     8.42%     8.64%     8.56%     9.02%     9.57%    10.93%*
Portfolio turnover
 rate...................     365.7%    183.4%    277.2%    152.2%     85.6%     91.3%    185.0%    143.6%    103.1%    124.7%
Current Yield**.........      7.84%     5.73%     7.51%     8.16%     8.21%     8.28%     9.12%     9.41%     8.90%    10.33%
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
    

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

 * Annualized

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

                                       12
<PAGE>
                          HVA MONEY MARKET FUND, INC.
                              FINANCIAL HIGHLIGHTS

   
THE FOLLOWING INFORMATION, INSOFAR AS  IT RELATES TO EACH  OF THE FIVE YEARS  IN
THE  PERIOD ENDED DECEMBER 31,  1994, HAS BEEN EXAMINED  BY ARTHUR ANDERSEN LLP,
INDEPENDENT  PUBLIC  ACCOUNTANTS,  WHOSE  REPORT  THEREON  IS  INCLUDED  IN  THE
STATEMENT  OF ADDITIONAL INFORMATION, WHICH IS INCORPORATED BY REFERENCE TO THIS
PROSPECTUS.
    

   
<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
                          12/31/94  12/31/93  12/31/92  12/31/91  12/31/90  12/31/89  12/31/88  12/31/87  12/31/86  12/31/85
- ----------------------------------------------------------------------------------------------------------------------------
<S>                       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
Net asset value at
 beginning of period....  $  1.000  $  1.000  $  1.000  $  1.000  $  1.000  $  1.000  $  1.000  $  1.000  $  1.000  $  1.000
Net investment income...     0.039     0.029     0.036     0.059     0.078     0.088     0.071     0.063     0.066     0.082
Net realized and
 unrealized gains
 (losses) on
 investments............     0.000     0.000     0.000     0.000     0.000     0.000     0.000     0.000     0.000     0.000
                          --------  --------  --------  --------  --------  --------  --------  --------  --------  --------
Total from investment
 operations.............     0.039     0.029     0.036     0.059     0.078     0.088     0.071     0.063     0.066     0.082
Dividends from net
 investment income......    (0.039)   (0.029)   (0.036)   (0.059)   (0.078)   (0.088)   (0.071)   (0.063)   (0.066)   (0.082)
Distribution from net
 realized gains on
 securities.............     0.000     0.000     0.000     0.000     0.000     0.000     0.000     0.000     0.000     0.000
Return of capital.......     0.000     0.000     0.000     0.000     0.000     0.000     0.000     0.000     0.000     0.000
                          --------  --------  --------  --------  --------  --------  --------  --------  --------  --------
Total from
 distributions..........    (0.039)   (0.029)   (0.036)   (0.059)   (0.078)   (0.088)   (0.071)   (0.063)   (0.066)   (0.082)
                          --------  --------  --------  --------  --------  --------  --------  --------  --------  --------
Net increase (decrease)
 in net assets..........     0.000     0.000     0.000     0.000     0.000     0.000     0.000     0.000     0.000     0.000
Net asset value at end
 of period..............  $  1.000  $  1.000  $  1.000  $  1.000  $  1.000  $  1.000  $  1.000  $  1.000  $  1.000  $  1.000
                          --------  --------  --------  --------  --------  --------  --------  --------  --------  --------
                          --------  --------  --------  --------  --------  --------  --------  --------  --------  --------
- ----------------------------------------------------------------------------------------------------------------------------
Total Return............      3.95%     2.94%     3.63%     6.01%     8.09%     9.10%     7.40%     6.49%     6.77%     8.53%
Net Assets (in
 thousands).............  $321,465   234,088   190,246   177,483   194,462   129,808   127,346   104,002    79,683    84,025
Ratio of operating
 expenses to average net
 assets.................      0.47%     0.48%     0.53%     0.54%     0.57%     0.58%     0.58%     0.58%     0.58%     0.55%
Ratio of net investment
 income to average net
 asset..................      3.99%     2.91%     3.60%     5.88%     7.80%     8.75%     7.19%     6.36%     6.56%     8.21%
Portfolio turnover
 rate...................     --        --        --        --        --        --        --        --        --        --
Current Yield*..........      5.43%     2.89%     3.09%     4.66%     7.73%     8.21%     8.49%     7.17%     5.45%     7.78%
Effective Yield*........      5.58%     2.93%     3.14%     4.79%     8.03%     8.55%     8.85%     7.43%     5.60%     8.13%
- ----------------------------------------------------------------------------------------------------------------------------

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

                                       13
<PAGE>
                HARTFORD U.S. GOVERNMENT MONEY MARKET FUND, INC.
                              FINANCIAL HIGHLIGHTS

   
THE  FOLLOWING INFORMATION, INSOFAR AS  IT RELATES TO EACH  OF THE FIVE YEARS IN
THE PERIOD ENDED DECEMBER  31, 1994, HAS BEEN  EXAMINED BY ARTHUR ANDERSEN  LLP,
INDEPENDENT  PUBLIC  ACCOUNTANTS,  WHOSE  REPORT  THEREON  IS  INCLUDED  IN  THE
STATEMENT OF ADDITIONAL INFORMATION, WHICH IS INCORPORATED BY REFERENCE TO  THIS
PROSPECTUS.
    

   
<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
                          12/31/94  12/31/93  12/31/92  12/31/91  12/31/90  12/31/89  12/31/88  12/31/87  12/31/86  12/31/85
- ----------------------------------------------------------------------------------------------------------------------------
<S>                       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
Net asset value at
 beginning of period....  $  1.000  $  1.000  $  1.000  $  1.000  $  1.000  $  1.000  $  1.000  $  1.000  $  1.000  $  1.000
Net investment income...     0.036     0.027     0.032     0.055     0.073     0.081     0.067     0.056     0.061     0.078
Net realized and
 unrealized gains
 (losses) on
 investments............     0.000     0.000     0.000     0.000     0.000     0.000     0.000     0.000     0.000     0.000
                          --------  --------  --------  --------  --------  --------  --------  --------  --------  --------
Total from investment
 operations.............     0.036     0.027     0.032     0.055     0.073     0.081     0.067     0.056     0.061     0.078
Dividends from net
 investment income......    (0.036)   (0.027)   (0.032)   (0.055)   (0.073)   (0.081)   (0.067)   (0.056)   (0.061)   (0.078)
Distribution from net
 realized gains on
 securities.............     0.000     0.000     0.000     0.000     0.000     0.000     0.000     0.000     0.000     0.000
Return of capital.......     0.000     0.000     0.000     0.000     0.000     0.000     0.000     0.000     0.000     0.000
                          --------  --------  --------  --------  --------  --------  --------  --------  --------  --------
Total from
 distributions..........    (0.036)   (0.027)   (0.032)   (0.055)   (0.073)   (0.081)   (0.067)   (0.056)   (0.061)   (0.078)
                          --------  --------  --------  --------  --------  --------  --------  --------  --------  --------
Net increase (decrease)
 in net assets..........     0.000     0.000     0.000     0.000     0.000     0.000     0.000     0.000     0.000     0.000
Net asset value at end
 of period..............  $  1.000  $  1.000  $  1.000  $  1.000  $  1.000  $  1.000  $  1.000  $  1.000  $  1.000  $  1.000
                          --------  --------  --------  --------  --------  --------  --------  --------  --------  --------
                          --------  --------  --------  --------  --------  --------  --------  --------  --------  --------
- ----------------------------------------------------------------------------------------------------------------------------
Total Return............      3.67%     2.68%     3.22%     5.61%     7.52%     8.43%     6.92%     5.75%     6.29%     8.07%
Net Assets (in
 thousands).............    $9,619     9,449    10,525    11,257    10,496     7,814     7,262     5,688     5,812     6.455
Ratio of operating
 expenses to average net
 assets.................      0.58%     0.58%     0.75%     0.73%     0.73%     0.77%     0.75%     0.66%     0.60%     0.62%
Ratio of net investment
 income to average net
 asset..................      3.63%     2.65%     3.19%     5.48%     7.29%     8.14%     6.76%     5.57%     6.08%     7.72%
Portfolio turnover
 rate...................     --        --        --        --        --        --        --        --        --        --
Current Yield*..........      5.14%     2.67%     2.69%     4.24%     7.59%     7.53%     8.27%     6.17%     5.26%     7.20%
Effective Yield*........      5.27%     2.71%     2.72%     4.31%     7.88%     7.82%     8.62%     6.36%     5.40%     7.46%
- ----------------------------------------------------------------------------------------------------------------------------

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

                                       14
<PAGE>
                                   THE FUNDS

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

                INVESTMENT OBJECTIVES AND POLICIES OF THE FUNDS

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

   
HARTFORD CAPITAL APPRECIATION FUND, INC. (FORMERLY HARTFORD AGGRESSIVE GROWTH
FUND, INC.)
    

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

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

   
    INVESTMENT POLICIES.   The Capital  Appreciation Fund seeks  to achieve  its
objective by investing primarily in equity securities and securities convertible
into   equity  securities.  The   Sub-Adviser  identifies,  through  fundamental
analysis,  companies  that  it  believes  have  substantial  near-term   capital
appreciation  potential  regardless of  company  size or  industry  sector. This
approach is sometimes referred to as  a "stock picking" approach and results  in
having  all  market  capitalization  sectors  (i.e.,  small,  medium,  and large
companies) represented in the portfolio. Small and medium companies are selected
primarily on the basis  of dynamic earnings  growth potential. Larger  companies
are  selected primarily based on the expectation  for a catalyst event that will
trigger stock price appreciation.  Fundamental analysis involves the  assessment
of  a  company through  such factors  as  its business  environment, management,
balance sheet, income statement, anticipated earnings, revenues, dividends,  and
other related measures of value.
    

   
    The  Capital Appreciation Fund will invest primarily in securities issued by
U.S. companies but may also invest  in securities issued by non-U.S.  companies,
including  those  traded  in U.S.  markets  and non-U.S.  markets.  Under normal
circumstances, securities  of non-U.S.  companies  will not  exceed 20%  of  the
Capital  Appreciation  Fund's  total  assets.  The  Capital  Appreciation Fund's
investments in securities of non-U.S. companies may include ADRs and GDRs.  When
selecting securities of non-U.S. issuers, the Sub-Adviser also will evaluate the
economic   and  political  climate  and  the  principal  securities  markets  of
    

                                       15
<PAGE>
   
the country in which an issuer is located. The Capital Appreciation Fund will be
subject to certain risks as a result of its ability to invest in the  securities
of non-U.S. companies. See "Common Investment Policies and Risk Factors."
    

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

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

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

HARTFORD DIVIDEND AND GROWTH FUND, INC.

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

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

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

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

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

                                       16
<PAGE>
   
    Although the Dividend and Growth Fund intends to be fully invested in equity
and  debt securities, it  may hold cash  or cash equivalents  and may invest any
portion or all of  its assets in  high quality money  market instruments in  the
following  circumstances:  (1) during  periods when  the  Sub- Adviser  deems it
necessary for temporary defensive purposes; (2) to meet liquidity needs; or  (3)
in anticipation of investment of its assets.
    

   
    The  Dividend and Growth  Fund may invest up  to 15% of  its total assets in
illiquid securities  and  may  from  time  to  time  purchase  securities  on  a
when-issued or delayed delivery basis. In addition, the Dividend and Growth Fund
may  invest to a limited extent in  other investment companies and may engage in
certain currency transactions. Finally, the Dividend and Growth Fund may  invest
in options, futures, and options on futures. See "Common Investment Policies and
Risk Factors."
    

HARTFORD INDEX FUND, INC.

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

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

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

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

    The  Index is  composed of  500 selected  common stocks,  most of  which are
listed on the New York Stock Exchange. S&P chooses the stocks to be included  in
the  Index on a proprietary basis.  Inclusion of a stock in  the Index in no way
implies an opinion by S&P as to its attractiveness as an investment; nor is  S&P
a sponsor or in any other way affiliated with the Index Fund.

    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,  1994, 50
percent of the Index was composed of the 58 largest companies, the five  largest
being General Electric Co., AT&T Corp., Exxon Corp., Coca-Cola Company and Royal
Dutch Petroleum.

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

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

                                       17
<PAGE>
Index. At some time in the future, the Board of Directors of the Index Fund may,
subject  to shareholder  approval, select  another index  if such  a standard of
comparison is deemed  to be  more representative  of the  performance of  common
stocks.

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

HARTFORD INTERNATIONAL OPPORTUNITIES FUND, INC.

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

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

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

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

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

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

   
    The  International Opportunities Fund will be  subject to certain risks as a
result of its  ability to invest  in the securities  of non-U.S. companies.  The
International  Opportunities Fund is permitted to invest  up to 15% of its total
assets in illiquid securities and may from time to time purchase securities on a
when-
    

                                       18
<PAGE>
issued or delayed delivery basis.  In addition, the International  Opportunities
Fund may invest to a limited extent in other investment companies and enter into
certain  currency transactions. Finally, the International Opportunities Fund is
permitted to invest  in options,  futures and  options on  futures. See  "Common
Investment Policies and Risk Factors."

HARTFORD STOCK FUND, INC.

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

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

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

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

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

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

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

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

                                       19
<PAGE>
HARTFORD ADVISERS FUND, INC.

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

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

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

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

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

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

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

HARTFORD INTERNATIONAL ADVISERS FUND, INC.

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

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

    INVESTMENT  POLICIES.  The International Advisers  Fund seeks to achieve its
objective through the active allocation of its assets among the asset categories
of equity  and debt  securities and  money market  instruments, based  upon  its
judgment  of the projected investment environment for financial assets, relative
fundamental values  and  attractiveness of  each  asset category,  and  expected
future

                                       20
<PAGE>
returns  of each asset category. The  Sub-Adviser will base its asset allocation
decisions on fundamental analysis and will not attempt to make short-term timing
decisions among asset categories.  As a result, shifts  in asset allocation  are
expected  to be gradual and continuous  and the International Advisers Fund will
normally have some portion of its assets invested in each asset category at  all
times.  The International Advisers Fund does  not have percentage limitations on
the amount allocated to each asset category.

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

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

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

   
    The  International Advisers  Fund's investments in  debt securities include,
but are not limited  to: (1) debt  securities issued or  guaranteed by the  U.S.
Government,  its agencies or  instrumentalities; (2) debt  obligations issued or
guaranteed by  a  non-U.S.  sovereign  government or  one  of  its  agencies  or
political  subdivisions, including Brady Bonds  (see "Common Investment Policies
and Risk Factors"); (3) debt  obligations issued or guaranteed by  supranational
organizations such as the World Bank; (4) debt obligations of non-U.S. banks and
bank  holding  companies;  (5) non-  U.S.  corporate debt  securities;  (6) debt
obligations of U.S. banks and  corporations; (7) non-U.S. commercial paper;  (8)
asset-backed  securities and mortgage-related  securities, including CMOs; these
debt securities  will  be rated  investment  grade by  Moody's  or S&P,  or,  if
unrated,  will be determined by the Sub-Adviser to be of comparable quality (see
"Common Investment Policies  and Risk Factors");  and (9) repurchase  agreements
involving any of the foregoing. The International Advisers Fund's investments in
debt  securities will be based  on an analysis of  such factors as yield, credit
quality, economic policies, inflation rates, and the pace of economic growth  in
various markets.
    

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

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

    The International Advisers Fund will be subject to certain risks as a result
of  its  ability  to  invest  in  the  securities  of  non-U.S.  companies.  The
International Advisers Fund may invest up to 15% of its total assets in illiquid
securities  and may from time  to time purchase securities  on a when- issued or
delayed

                                       21
<PAGE>
delivery basis. In  addition, the International  Advisers Fund may  invest to  a
limited extent in other investment companies and may enter into certain currency
transactions.  Finally, the International  Advisers Fund may  invest in options,
futures, and  options  on futures.  See  "Common Investment  Policies  and  Risk
Factors."

HARTFORD BOND FUND, INC.

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

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

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

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

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

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

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

HARTFORD MORTGAGE SECURITIES FUND, INC.

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

                                       22
<PAGE>
   
    INVESTMENT OBJECTIVE.   The Mortgage Securities  Fund seeks maximum  current
income  consistent  with safety  of principal  and  maintenance of  liquidity by
investing primarily in mortgage-related securities, including securities  issued
by the Government National Mortgage Association.
    

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

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

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

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

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

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

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

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

HVA MONEY MARKET FUND, INC.

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

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

                                       23
<PAGE>
   
    INVESTMENT  POLICIES.    The  Money  Market  Fund's  portfolio  will consist
entirely of cash and investments permitted under Rule 2a-7 of the 1940 Act. Each
has an effective maturity date of 397  days or less computed in accordance  with
Rule  2a-7. The  average maturity  of the portfolio  will vary  according to the
Adviser's appraisal of money market conditions and will not exceed 90 days.
    

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

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

                  COMMON INVESTMENT POLICIES AND RISK FACTORS

REPURCHASE AGREEMENTS

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

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

ILLIQUID SECURITIES

   
    Each  Fund, except the Index Fund, the U.S. Government Money Market Fund and
the Money  Market  Fund, is  permitted  to  invest in  illiquid  securities.  No
illiquid  securities will be acquired if upon  the purchase more than 10% or 15%
of the value of a Fund's total assets, varying by Fund (15% for the Dividend and
Growth Fund, International Advisers  Fund and International Opportunities  Fund,
10% for the Advisers
    

                                       24
<PAGE>
   
Fund,  Capital Appreciation Fund, Bond Fund,  Mortgage Securities Fund and Stock
Fund), would consist of these  securities. "Illiquid securities" are  securities
that  may not be sold  or disposed of in the  ordinary course of business within
seven days  at approximately  the price  used to  determine a  Fund's net  asset
value.
    

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

   
    These   Funds  may  purchase  without  limit,  however,  certain  restricted
securities  that  can  be  resold  to  qualifying  institutions  pursuant  to  a
regulatory   exemption  under  Rule   144A  under  the   1933  Act  ("Rule  144A
securities"). If a dealer or institutional  trading market exists for Rule  144A
securities,  such securities are deemed to be  liquid and thus treated as exempt
from a Fund's 10%  or 15% limitation on  the investment in illiquid  securities.
Under  the supervision  of the  Board of  Directors, the  Adviser or Sub-Adviser
determines the liquidity of Rule 144A  securities and, through reports from  the
Adviser  or Sub-Adviser,  the Board  of Directors  monitors trading  activity in
these securities. In  reaching liquidity decisions,  the Adviser or  Sub-Adviser
will  consider, among other things, the  following factors: (1) the frequency of
trades and price quotes for the security;  (2) the number of dealers willing  to
purchase  or sell the security and the number of other potential purchasers; (3)
dealer undertakings to make a market in the security; and (4) the nature of  the
security  and the marketplace  trades (e.g., the  time needed to  dispose of the
security, the method  of soliciting  offers, and the  procedures for  transfer).
Because  institutional trading in Rule 144A  securities is relatively new, it is
difficult to predict accurately how these markets will develop. If institutional
trading in Rule 144A securities declines, a Fund's liquidity could be  adversely
affected to the extent that a Fund is invested in such securities.
    

WHEN-ISSUED AND DELAYED-DELIVERY SECURITIES

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

OTHER INVESTMENT COMPANIES

   
    The   Capital  Appreciation  Fund,   the  Dividend  and   Growth  Fund,  the
International Opportunities Fund, the  Bond Fund, the  Stock Fund, the  Advisers
Fund,  and  the International  Advisers Fund  are permitted  to invest  in other
investment companies.  Securities  issued  in certain  countries  are  currently
accessible  to the Funds only through  such investments. The investment in other
investment companies is limited in amount by the 1940 Act, and will involve  the
indirect  payment of a portion of the expenses, including advisory fees, of such
other  investment  companies.  No  Fund  may   acquire  more  than  3%  of   the
    

                                       25
<PAGE>
   
outstanding  voting securities of any other  investment company, and no Fund may
have more than 5% of its total assets invested in any other investment  company.
See  "Investment  Restrictions  of the  Funds"  in the  Statement  of Additional
Information.
    

CURRENCY TRANSACTIONS

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

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

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

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

OPTIONS AND FUTURES CONTRACTS

   
    In seeking to protect against the effect of changes in equity market values,
currency exchange rates  or interest rates  that are adverse  to the present  or
prospective  position of the Funds,  for cash flow management,  and, to a lesser
extent, to  enhance returns,  the Capital  Appreciation Fund,  the Dividend  and
Growth  Fund, the  Index Fund, the  International Opportunities  Fund, the Stock
Fund, the Advisers Fund, the International Advisers Fund, the Bond Fund and  the
Mortgage Securities Fund may employ certain hedging, income enhancement and risk
management  techniques, including the purchase and  sale of options, futures and
options on futures involving equity and debt securities and foreign  currencies,
aggregates  of equity and debt securities, indices  of prices of equity and debt
securities, and other  financial indices. A  Fund's ability to  engage in  these
practices  may  be  limited  by  tax  considerations  and  certain  other  legal
considerations.
    

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

                                       26
<PAGE>
    These Funds may also write covered put and call options and purchase put and
call options on foreign currencies to hedge against the risk of foreign exchange
fluctuations on foreign securities the particular Fund holds in its portfolio or
that it intends to purchase.  For example, if a Fund  enters into a contract  to
purchase  securities  denominated  in  foreign  currency,  it  could effectively
establish the maximum  U.S. dollar  cost of  the securities  by purchasing  call
options  on  that  foreign  currency.  Similarly,  if  a  Fund  held  securities
denominated in a foreign currency and anticipated a decline in the value of that
currency against the U.S. dollar, the Fund could hedge against such a decline by
purchasing a put option on the foreign currency involved.

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

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

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

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

                                       27
<PAGE>
   
    To the extent that a Fund enters into futures contracts, options on  futures
contracts  and  options on  foreign currencies  that are  traded on  an exchange
regulated by the CFTC, in each case that are not for BONA FIDE hedging  purposes
(as  defined by the CFTC), the aggregate initial margin and premiums required to
establish those positions  may not  exceed 5% of  the liquidation  value of  the
Fund's   portfolio,  after  taking  into  account  the  unrealized  profits  and
unrealized losses on any such contracts the Fund has entered into. However,  the
"in-the-money" amount of such options may be excluded in computing the 5% limit.
Adoption of this guideline will not limit the percentage of the Fund's assets at
risk to 5%.
    

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

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

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

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

                                       28
<PAGE>
    Investing in securities issued by non-U.S. companies involves considerations
and potential  risks  not typically  associated  with investing  in  obligations
issued  by  U.S. companies.  Less information  may  be available  about non-U.S.
companies than about  U.S. companies  and non-U.S. companies  generally are  not
subject  to uniform accounting, auditing and financial reporting standards or to
other regulatory practices  and requirements comparable  to those applicable  to
U.S.  companies. The values  of non-U.S. investments are  affected by changes in
currency rates or exchange control  regulations, restrictions or prohibition  on
the  repatriation  of non-U.S.  currencies,  application of  non-U.S.  tax laws,
including withholding taxes, changes in governmental administration or  economic
or monetary policy (in the U.S. or outside the U.S.) or changed circumstances in
dealings between nations. Costs are also incurred in connection with conversions
between various currencies.

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

MORTGAGE-RELATED SECURITIES

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

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

    The principal governmental (i.e., backed by the full faith and credit of the
U.S. Government) guarantor of mortgage-related securities is the GNMA. GNMA is a
wholly-owned United  States  Government  corporation within  the  Department  of
Housing  and Urban Development.  GNMA is authorized to  guarantee, with the full
faith and credit  of the U.S.  Government, the timely  payment of principal  and
interest  on securities known as Ginnie  Maes issued by institutions approved by
GNMA (such  as savings  and  loan institutions,  commercial banks  and  mortgage
bankers) and backed by pools of FHA-insured or VA-guaranteed mortgages.

                                       29
<PAGE>
   
    Government-related  (i.e., not  backed by the  full faith and  credit of the
U.S.  Government)  guarantors  include  the  FNMA  and  the  FHLMC.  FNMA  is  a
government-sponsored  corporation owned entirely by  private stockholders. It is
subject to general regulation by the Secretary of Housing and Urban Development.
FNMA purchases residential  mortgages from a  list of approved  seller/servicers
which  include  state  and federally-chartered  savings  and  loan associations,
mutual savings banks, commercial banks  and credit unions and mortgage  bankers.
Pass-through securities known as Fannie Maes issued by FNMA are guaranteed as to
timely  payment of principal and interest by FNMA but are not backed by the full
faith and credit of the U.S. Government. FHLMC is a corporate instrumentality of
the U.S. Government created  by Congress in 1970  for the purpose of  increasing
the  availability of mortgage credit for residential housing. Its stock is owned
by the twelve Federal Home  Loan Banks. FHLMC issues Participation  Certificates
("PCs")  known  as  Freddy  Macs which  represent  interests  in  mortgages from
portfolios created by FHLMC. FHLMC guarantees the timely payment of interest and
ultimate collection of principal but  PCs are not backed  by the full faith  and
credit of the United States Government.
    

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

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

   
    These Funds expect that governmental, government-related or private entities
may create mortgage loan pools offering pass-through investments in addition  to
those  described  above.  The  mortgages  underlying  these  securities  may  be
alternative mortgage instruments, that is, mortgage instruments whose  principal
or  interest  payments may  vary  or whose  terms  to maturity  may  differ from
customary long-term fixed  rate mortgages.  These Funds may  invest in  stripped
mortgage-  backed securities, which security is  separated into the interest and
principal component  of a  mortgage backed  security and  are sold  as  separate
securities.  As  new  types  of mortgage-related  securities  are  developed and
offered to investors, the Adviser or Sub-Adviser will, consistent with a  Fund's
investment   objective,   policies  and   quality  standards,   consider  making
investments in such new types of securities.
    

ASSET-BACKED SECURITIES

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

                                       30
<PAGE>
SWAP AGREEMENTS

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

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

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

   
MONEY MARKET INSTRUMENTS
    
   
    The Funds may invest  in high quality  money market instruments,  including,
but  not limited to:  (1) securities issued or  guaranteed by governments, their
agencies  or  instrumentalities;  (2)  commercial  paper;  (3)  certificates  of
deposit; (4) bankers' acceptances and other bank obligations; and (5) repurchase
agreements involving any of the foregoing. The U.S. Government Money Market Fund
may  only invest in high quality  money market instruments, issued or guaranteed
by the U.S. Government, its agencies or instrumentalities.
    

INVESTMENT GRADE SECURITIES

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

HIGH YIELD SECURITIES

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

                                       31
<PAGE>
   
to  the issuer's capacity to pay interest and repay principal in accordance with
the terms of the  obligations. Accordingly, it is  possible that these types  of
factors  could, in certain instances,  reduce the value of  securities held by a
Fund with a commensurate effect on the value of the Fund's shares.
    

OTHER RISK FACTORS

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

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

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

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

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

                            MANAGEMENT OF THE FUNDS

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

INVESTMENT ADVISORY AND MANAGEMENT SERVICES

   
    HIMCO serves as investment adviser or manager to each Fund. HIMCO serves  as
investment  adviser to the Bond Fund, the Money Market Fund, the U.S. Government
Money Market Fund, the Mortgage Securities Fund and the Index Fund, pursuant  to
Investment  Advisory Agreements, effective as of August 1, 1984, with each Fund.
HIMCO  serves  as  investment  manager  for  the  Advisers  Fund,  the   Capital
Appreciation  Fund  and  the  Stock  Fund,  pursuant  to  Investment  Management
Agreements, effective  as of  August 1,  1984,  with each  Fund. Each  of  these
agreements  was approved by the Funds' Board  of Directors on July 17, 1984, was
renewed on July 22, 1986 and has been reapproved each year since. Each of  these
agreements was approved by the shareholders on October 31, 1984. HIMCO serves as
the  investment manager for the International Opportunities Fund, pursuant to an
Investment Management Agreement, effective as of  June 15, 1990, with the  Fund.
This  agreement was  approved by  the Fund's Board  of Directors  on January 30,
1990, was renewed on April 22, 1991 and has been reapproved each year since, and
was approved by the Fund's shareholders on  April 22, 1991. HIMCO serves as  the
investment  manager for the Dividend and  Growth Fund, pursuant to an Investment
Management Agreement,  effective  as of  March  8,  1994, with  the  Fund.  This
agreement was approved by the Fund's Board of Directors on January 25, 1994, and
by  the Fund's  shareholders on  March 8, 1994.  HIMCO serves  as the investment
manager  for  the  International  Advisers  Fund,  pursuant  to  an   Investment
    

                                       32
<PAGE>
   
Management  Agreement, effective  as of February  28, 1995, with  the Fund. This
agreement was approved by the Fund's Board of Directors on October 21, 1994  and
by the Fund's shareholders on February 28, 1995.
    

   
    The  Investment Advisory Agreements with respect to the Bond Fund, the Money
Market Fund, the U.S. Government Money Market Fund, the Mortgage Securities Fund
and the Index Fund will  remain in effect through  July 31, 1995, unless  sooner
terminated  or reapproved. The Investment  Management Agreements with respect to
the Advisers Fund, the Capital Appreciation Fund and the Stock Fund will  remain
in  effect through  July 31, 1995,  unless sooner terminated  or reapproved. The
Investment Management Agreement with respect to the International  Opportunities
Fund  will remain in effect through June 30, 1995, unless sooner terminated. The
Investment Management Agreement  with respect  to the Dividend  and Growth  Fund
will  remain  in  effect through  March  8,  1996, unless  sooner  terminated or
reapproved.  The   Investment  Management   Agreement   with  respect   to   the
International  Advisers Fund  will remain in  effect through  February 28, 1997,
unless sooner terminated or reapproved.
    

   
    For 1994, the advisory  and management fees for  the Funds were as  follows:
Advisers  Fund, $12,575,934;  Capital Appreciation Fund,  $4,889,579; Bond Fund,
$808,161; Dividend and Growth Fund, $99,465; Index Fund, $300,556; International
Opportunities Fund, $2,546,060; Money Market Fund, $704,435; Mortgage Securities
Fund, $827,557; Stock Fund, $3,096,882;  and U.S. Government Money Market  Fund,
$23,635.
    

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

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

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

   
    Under the terms of the  Investment Management Agreements, HIMCO, subject  to
the supervision of the Funds' Board of Directors, provides investment management
supervision to the Stock Fund, the Advisers Fund, the Capital Appreciation Fund,
the  International  Opportunities Fund,  the Dividend  and  Growth Fund  and the
International Advisers Fund in accordance with the Funds' investment objectives,
policies and restrictions. HIMCO's responsibilities include:
    

        (1)  Engaging,  subject  to  consultation  with  the  Funds'  Board   of
    Directors,  the  services  of  one  or more  firms  to  serve  as investment
    sub-adviser to the Funds;

        (2) Reviewing from time to time the investment policies and restrictions
    of the Funds  in light of  the Funds' performance  and otherwise and,  after
    consultation  with the investment  sub-adviser, recommending any appropriate
    changes to the Funds' Board of Directors;

        (3) Supervising the  investment program  prepared for the  Funds by  the
    investment sub-adviser;

        (4)  Monitoring  on a  continuing basis  the  performance of  the Funds'
    portfolio securities;

                                       33
<PAGE>
        (5) Arranging for the provision of such economic and statistical data as
    HIMCO shall  determine  or  as may  be  requested  by the  Funds'  Board  of
    Directors;

        (6)  Providing  the  Funds'  Board of  Directors  with  such information
    concerning important economic and political developments as HIMCO shall deem
    appropriate or as shall be requested by the Funds' Board of Directors.

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

   
    Advisers,  Capital Appreciation, Dividend and Growth, International Advisers
and International Opportunities Funds:
    

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

   
    HIMCO has agreed to waive its fees for the International Advisers Fund until
the assets (excluding assets contributed by companies affiliated by HIMCO) first
reach $20 million.
    

    Stock Fund:

   
       .325% annually of the value of the  average daily net assets of the  Fund
       up to $250,000,000;
       .275% annually of the value of the next $250,000,000 of the average daily
       net assets of the Fund;
       .225% annually of the next $500,000,000 of the value of the average daily
       net assets of the Fund;
       .150%  annually of the value of the  average daily net assets of the Fund
       in excess of $1,000,000,000.
    

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

    Certain  officers of  the Funds  are also  officers and  directors of HIMCO;
Joseph H. Gareau is a Director and the President of HIMCO; Andrew W. Kohnke is a
Managing Director of HIMCO; Donald E.  Waggaman, Jr. is the Treasurer of  HIMCO;
and Charles M. O'Halloran is a Director, Secretary and Counsel of HIMCO.

INVESTMENT SUB-ADVISORY SERVICES

   
    WMC  serves as Sub-Adviser to the International Opportunities Fund, pursuant
to an Investment Sub-Advisory Agreement, effective as of June 15, 1990, with the
Fund. This agreement was  approved by the Fund's  Board of Directors on  January
30,  1990, was renewed in  1992 and has been reapproved  each year since. It was
approved by the Fund's shareholders on April 22, 1991. WMC serves as Sub-Adviser
to the  Dividend  and  Growth  Fund,  pursuant  to  an  Investment  Sub-Advisory
Agreement,  effective as  of March  8, 1994, with  the Fund.  This agreement was
approved by the Fund's Board of Directors on October 26, 1993, and by the Fund's
shareholders on March 8, 1994. WMC  serves as Sub-Adviser to the Advisers  Fund,
the  Capital  Appreciation  Fund  and  the  Stock  Fund  pursuant  to Investment
Sub-Advisory
    

                                       34
<PAGE>
   
Agreements, effective as of May 1, 1994 with each Fund. Each of these agreements
was approved by the  Fund's Board of  Directors on January 24,  1994 and by  the
Fund's  shareholders  on  April  26,  1994. WMC  serves  as  Sub-Adviser  to the
International Advisers Fund, pursuant  to an Investment Sub-Advisory  Agreement,
effective as of February 28, 1995, with the Fund. This agreement was approved by
the  Fund's  Board  of  Directors  on  October  21,  1994,  and  by  the  Fund's
shareholders on February 28, 1995.
    

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

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

   
    Advisers Fund, Stock Fund, Dividend and Growth Fund:
    

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

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

   
       .40% annually of the value of the average daily net assets of the Fund up
       to $50,000,000;
       .30%  annually of the next $100,000,000 of the value of the average daily
       net assets of the Fund;
       .25% annually of the next $100,000,000 of the value of the average  daily
       net assets of the Fund;
       .20% annually of the value of the average daily net assets of the Fund in
       excess of $500,000,000.
    

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

   
    The  Investment Sub-Advisory Agreements  with respect to  the Advisers Fund,
the Capital Appreciation Fund and the  Stock Fund will remain in effect  through
May  1, 1996,  unless sooner  terminated. The  Investment Sub-Advisory Agreement
with respect  to the  International  Opportunities Fund  will remain  in  effect
through  July 27,  1995, unless  sooner terminated.  The Investment Sub-Advisory
Agreement with respect  to the Dividend  and Growth Fund  will remain in  effect
through  March 8, 1996,  unless sooner terminated.  The Investment Sub- Advisory
Agreement with respect to the International Advisers Fund will remain in  effect
through February 28, 1997, unless sooner terminated.
    

   
    WMC  is a professional investment  counseling firm which provides investment
services  to   investment  companies,   employee  benefit   plans,   endowments,
foundations,  and other institutions and individuals.  As of March 31, 1995, WMC
held discretionary  management  authority  with  respect  to  approximately  $88
billion  of client assets.  WMC and its  predecessor organizations have provided
investment  advisory  services  to  investment  companies  since  1933  and   to
investment  counseling  clients since  1960. WMC,  75  State Street,  Boston, MA
02109, is a Massachusetts  general partnership, of  which the following  persons
are managing partners: Robert W. Doran, Duncan M. McFarland, and John B. Neff.
    

                                       35
<PAGE>
PORTFOLIO MANAGERS

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

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

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

    Rand L. Alexander, Senior Vice President of WMC, serves as portfolio manager
to the Stock Fund.  Mr. Alexander has  been a portfolio  manager with WMC  since
1990. He was employed by the Putnam Investment Management Company as a portfolio
manager and security analyst from 1981 until 1989.

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

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

    The Bond Fund and the Mortgage Securities Fund are both managed by Tracy  T.
Eccles  and Timothy J. Wilhide.  Ms. Eccles is a  Senior Vice President of HIMCO
and an Assistant Vice President of ITT Hartford Life. She is a Senior  Portfolio
Manager,  and  also  manages  several fixed  income  insurance  company separate
accounts. She  has worked  for ITT  Hartford since  1986 trading  various  fixed
income   securities,  including   mortgage-backed  securities,   corporates  and
treasuries. Prior to joining ITT Hartford, Ms. Eccles worked as an international
trade officer for  a major  New York bank.  A Chartered  Financial Analyst,  she
received  her B.A. from Smith College  and her MBA from Northwestern University.
Mr. Wilhide is a Portfolio Manager and Vice President of HIMCO. He has 17  years
of experience in the fixed income markets. Prior to joining ITT Hartford in June
1994,  Mr. Wilhide was vice president and fixed income manager for J.P. Morgan &
Co. He received his B.A. from Gannon University and his MBA from the  University
of Delaware.

                     ADMINISTRATIVE SERVICES FOR THE FUNDS

   
    An  Administrative Services Agreement between each Fund and HL provides that
HL will manage the business affairs and provide administrative services to  each
Fund.  Under  the terms  of  these Agreements,  HL  will provide  the following:
administrative personnel, services,  equipment and facilities  and office  space
for proper operation of the Funds.
    

   
    HL  has  also agreed  to arrange  for the  provision of  additional services
necessary for the  proper operation  of the Funds,  although the  Funds pay  for
these services directly. See "Expenses of the Funds."
    

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

                                       36
<PAGE>
                             EXPENSES OF THE FUNDS

   
    Each  Fund shall assume and pay  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 HL), issuance and  redemption expenses, transfer agency
and dividend and  distribution disbursing agency  costs and expenses;  custodian
fees  and expenses; accounting,  auditing and legal  expenses; fidelity bond and
other insurance premiums; fees and salaries of directors, officers and employees
of each Fund other than those who  are also officers of HL; industry  membership
dues;  all annual and semiannual reports  and prospectuses mailed to each Fund's
shareholders as well  as all  quarterly, annual  and any  other periodic  report
required  to be filed with the SEC or  with any state; any notices required by a
federal or  state regulatory  authority, and  any proxy  solicitation  materials
directed  to  each Fund's  shareholders  as well  as  all printing,  mailing and
tabulation costs incurred in connection therewith, and any expenses incurred  in
connection  with the holding  of meetings of each  Fund's shareholders and other
miscellaneous expenses related directly to the Funds' operations and interest.
    

   
    The total  expenses of  each Fund  including administrative  and  investment
advisory  fees for 1994 as a percentage of the Funds' average net assets were as
follows: Stock  Fund, .50%;  Bond  Fund, .55%;  Money  Market Fund,  .47%;  U.S.
Government  Money Market Fund,  .58%; Advisers Fund,  .65%; Capital Appreciation
Fund, .72%;  Mortgage  Securities Fund,  .48%;  Index Fund  .45%;  International
Opportunities  Fund,  .85%; Dividend  and Growth  Fund, .83%.  The International
Advisers Fund did not commence operations in 1994.
    

                        PERFORMANCE RELATED INFORMATION

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

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

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

                                   DIVIDENDS

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

                                       37
<PAGE>
    Such   dividends  and  distributions  will   be  automatically  invested  in
additional full or fractional  shares monthly on the  last business day of  each
month  at the per share net asset value  on that date. Provision is also made to
pay such dividends and  distributions in cash if  requested. Such dividends  and
distributions will be in cash or in full or fractional shares of the Fund at net
asset value.

                                NET ASSET VALUE

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

    The per-share net asset value of the shares each Fund will be determined  by
dividing  the value of the Fund's assets, less the liabilities, by the number of
outstanding shares issued by the Fund.

    Equity securities are valued at the last sales price as of the time when the
valuation is being made. If no sales took  place on such day and in the case  of
certain  equity  securities traded  over-the-counter,  then such  securities are
valued at the mean between the bid and the asked prices. Debt securities  (other
than short-term obligations) including mortgage-backed securities, are valued on
the  basis  of valuations  furnished by  an  unaffiliated pricing  service which
determines valuations  for  normal  institutional size  trading  units  of  debt
securities.  Short-term  investments with  a maturity  of 60  days or  less when
purchased are  valued  at cost  plus  interest earned  (amortized  cost),  which
approximates  market value. Short-term investments with  a maturity of more than
60 days when purchased are valued based on market quotations until the remaining
days to maturity become less than 61 days.

    From such time, until maturity, the investments are valued at amortized cost
using the value of  the investment on  the 61st day. Options  are valued at  the
last  sales price; if no sale took place on such day, then options are valued at
the mean between the bid and asked prices.

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

                            PURCHASE OF FUND SHARES

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

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

                         SALE AND REDEMPTION OF SHARES

    The shares of each Fund are sold and redeemed by the Fund at their net asset
value  next determined after receipt  of a purchase or  redemption order in good
order in writing at its home office,

                                       38
<PAGE>
   
P.O. Box 2999,  Hartford, CT  06104-2999. Hartford Equity  Sales Company,  Inc.,
Hartford,  Connecticut, is the Fund's principal underwriter. The value of shares
redeemed may be more or less than original cost, depending upon the market value
of the  portfolio securities  at  the time  of  redemption. Payment  for  shares
redeemed will be made within seven days after the redemption request is received
in  proper form by  the Funds. However, the  right to redeem  Fund shares may be
suspended or payment therefor postponed for any period during which: (1) trading
on the NYSE is  closed for other  than weekends and  holidays; (2) an  emergency
exists, as determined by the SEC, as a result of which (a) disposal by a Fund of
securities  owned  by  it  is  not reasonably  practicable,  or  (b)  it  is not
reasonably practicable  for a  Fund to  determine fairly  the value  of its  net
assets; or (3) the SEC by order so permits for the protection of stockholders of
the Funds.
    

                              FEDERAL INCOME TAXES

   
    Each Fund has elected and intends to qualify under Part I of Subchapter M of
the  Code. Each Fund  intends to distribute all  of its net  income and gains to
shareholders. Such distributions are taxable income and capital gains. Each Fund
will inform shareholders of the amount and nature of such income and gains. Each
Fund may be subject to  a 4% nondeductible excise tax  as well as an income  tax
measured  with respect  to certain undistributed  amounts of  income and capital
gain. Each Fund expects to make such additional distributions of net  investment
income  as  are  necessary  to  avoid the  application  of  these  taxes.  For a
discussion of the tax implications of a purchase or sale of the Funds' shares by
the insurer,  reference should  be made  to the  section entitled  "Federal  Tax
Considerations" in the appropriate separate account prospectus.
    

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

                   OWNERSHIP AND CAPITALIZATION OF THE FUNDS

CAPITAL STOCK

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

   
    As  of  December 31,  1994, Hartford  Accident  and Indemnity  Company owned
3,000,000 shares (5.4%) of  Dividend and Growth  Fund. As of  March 1, 1995,  HL
owned 10,000,000 shares (100%) of the International Advisers Fund.
    

                                       39
<PAGE>
   
    At  December  31,  1994,  certain HL  group  pension  contracts  held direct
interests in shares of the Funds as follows:
    

   
<TABLE>
<CAPTION>
                                                                                                      PERCENT OF
                                                                                         SHARES      TOTAL SHARES
                                                                                      -------------  ------------
<S>                                                                                   <C>            <C>
Hartford Advisers Fund, Inc.........................................................     10,709,364     0.56%
Hartford Capital Appreciation Fund, Inc.............................................      5,313,800     1.31%
Hartford Index Fund, Inc............................................................      9,462,900     9.14%
Hartford International Opportunities Fund, Inc......................................      5,547,408     1.16%
Hartford Mortgage Securities Fund, Inc..............................................     16,249,689     5.26%
Hartford Stock Fund, Inc............................................................         65,899     0.02%
</TABLE>
    

VOTING

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

   
OTHER RIGHTS
    

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

                              GENERAL INFORMATION

REPORTS TO SHAREHOLDERS

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

CUSTODIAN, TRANSFER AND DIVIDEND DISBURSING AGENTS

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

"MAJORITY" DEFINED

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

   
PENDING LEGAL PROCEEDINGS
    

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

                                       40
<PAGE>
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 2999, Hartford, CT 06104-2999.

                                       41
<PAGE>
   
                                    APPENDIX
                     RATINGS OF BONDS AND COMMERCIAL PAPER
    

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

RATING OF BONDS

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

    MOODY'S

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

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

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

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

    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.

                                       42
<PAGE>
    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.

    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 rate 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.

                                       43
<PAGE>
    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.

                                       44
<PAGE>


                                     PART B

 <PAGE>



                       STATEMENT OF ADDITIONAL INFORMATION

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


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



     This Statement of Additional Information is not a prospectus.  The
information contained herein should be read in conjunction with the prospectus.


     To obtain a prospectus send a written request to:  "Hartford Family of
Funds," c/o Individual Annuity Operations, P.O. Box 2999, Hartford, Connecticut
06104-2999.


Date of Prospectus:  May 3, 1995
Date of Statement of Additional Information:  May 3, 1995

                                       2

<PAGE>


Form HV-1743-11

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

INVESTMENT OBJECTIVES OF THE FUNDS . . . . . . . . . . . .

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                        3

<PAGE>


                       INVESTMENT OBJECTIVES OF THE FUNDS

HARTFORD ADVISERS FUND, INC.:

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

HARTFORD CAPITAL APPRECIATION FUND, INC.:

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

HARTFORD BOND FUND, INC.:

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

HARTFORD DIVIDEND AND GROWTH FUND, INC.:

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

HARTFORD INDEX FUND, INC.:

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

HARTFORD INTERNATIONAL ADVISERS FUND, INC.:

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

HARTFORD INTERNATIONAL OPPORTUNITIES FUND, INC.:

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

HARTFORD MORTGAGE SECURITIES FUND, INC.:

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

                                        4

<PAGE>


HARTFORD STOCK FUND, INC.:

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

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

To achieve maximum current income consistent with preservation of capital.

HVA MONEY MARKET FUND, INC.:

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

INVESTMENT RESTRICTIONS OF THE FUNDS

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

A.  FUNDAMENTAL RESTRICTIONS

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

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

                                        5

<PAGE>


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

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

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

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

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

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

B.   NONFUNDAMENTAL RESTRICTIONS

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

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

                                        6

<PAGE>


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

     12.  Pledges.  No Fund will mortgage, pledge, hypothecate, or in any manner
     transfer, as security for indebtedness, any securities owned or held by it,
     except to secure reverse repurchase agreements; however, for purposes of
     this restriction, collateral arrangement with respect to transactions in
     futures contracts and options thereon are not deemed to be a pledge of
     securities.

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

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

ALL FUNDS

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

                               PORTFOLIO TURNOVER

The portfolio turnover rates for the Bond Fund for 1992, 1993 and 1994 were
434.1%, 494.3% and 328.8% respectively.

The portfolio turnover rates for the Stock Fund for 1992, 1993 and 1994 were
69.8%, 69.0% and 63.8% respectively.

                                        7

<PAGE>


The portfolio turnover rates for the Advisers Fund for 1992, 1993 and 1994 were
72.8%, 55.3% and 60.0% respectively.

The portfolio turnover rates for the Capital Appreciation Fund for 1992, 1993
and 1994 were 100.3%, 91.4% and 73.3% respectively.

The portfolio turnover rates for the Mortgage Securities Fund for 1992, 1993 and
1994 were 277.2%, 183.4% and 365.7% respectively.

The portfolio turnover rate for the Index Fund for 1992, 1993 and 1994 were
1.2%, .8% and 1.8% respectively.

The portfolio turnover rate for the International Opportunities Fund for 1992,
1993 and 1994 were 24.7%, 25.1% and 31.8% respectively.

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

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

The International Advisers Fund did not commence operations until February 28,
1995.

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

                             MANAGEMENT OF THE FUND

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

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

                                        8

<PAGE>


results of such auditor's engagement; and (3) reviewing the Fund's internal
audit arrangements.

JOSEPH ANTHONY BIERNAT
Director
30 Hurdle Fence Drive
Avon, CT 06001

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

WINIFRED ELLEN COLEMAN
Director
27 Buckingham Lane
West Hartford, CT  06117

Ms. Coleman has served as President of Saint Joseph College since 1991.

JOSEPH HARRY GAREAU
President
Hartford Plaza
Hartford, CT  06116

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

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

Mr. Ginnetti has served as Senior Vice President and Director of the Individual
Life and Annuities Division of ITT Hartford Insurance Group-Life Companies since
1988.

                                        9

<PAGE>



GEORGE RICHARD JAY*
Controller
P.O. Box 2999
Hartford, CT 06104-2999

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

CHARLES MINER O'HALLORAN*
Secretary
Hartford Plaza
Hartford, CT 06115

Mr. O'Halloran has served as Senior Associate General Counsel and Director  of
the Corporate Unit of ITT Hartford Insurance Group since 1988.

WILLIAM ATCHISON O'NEILL
Director
Box 360
East Hampton, CT 06424

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

MILLARD HANDLEY PRYOR, JR.
Director
90 State House Square
Hartford, CT 06103

Mr. Pryor is the Chairman and Chief Executive Officer of Corcap, Inc., a holding
Company, and a Managing Director of Pryor & Clark Company, Hartford,
Connecticut.  He served as Chairman of the Board of Lydall, Inc. from 1985 until
October, 1991 and formerly served as President and Chief Executive Officer.

LOWNDES ANDREW SMITH*
Director
P.O. Box 2999
Hartford, CT  06104-2999

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

                                       10

<PAGE>


Group-Life Companies.  He has direct operating responsibilities for ITT Life and
Annuity Insurance Company in Minneapolis and Abbey Life of Canada.

JOHN KELLEY SPRINGER
Director
55 Farmington Avenue
Hartford, CT  06105

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

JOSEPH WILLIAM TEDESCO*
Assistant Secretary
Hartford Plaza
Hartford, CT 06115

Mr. Tedesco has served as Director of Tax Administration of ITT Hartford
Insurance Group since 1987.

DONALD EDWARD WAGGAMAN, JR.*
Vice President and Treasurer
Hartford Plaza
Hartford, CT 06115

Mr. Waggaman has served as the Treasurer of the ITT Hartford Insurance
Group-Life Companies since December, 1992 and as Assistant Vice President of ITT
Hartford Insurance Group (since 1987) and Associate Treasurer (since September,
1990).  Formerly, he served as Assistant Treasurer.

                          CUSTODIAN AND TRANSFER AGENT

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

Hartford Life Insurance Company, Hartford Plaza, Hartford, Connecticut 06115,
serves as Transfer and Dividend Disbursing Agent for the Funds.

                                       11

<PAGE>


The Custodian maintains actual custody of the securities of the Funds.  The
Transfer Agent issues and redeems shares of the Funds and disburses any
dividends declared by the Funds.

INDEPENDENT PUBLIC ACCOUNTANTS

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

                               PORTFOLIO BROKERAGE

In accordance with the terms of the Investment Advisory Agreements and
Sub-Investment Advisory Agreements, the investment adviser or sub-investment
adviser (the "Adviser") places all portfolio brokerage on behalf of the Funds.
The Adviser attempts to obtain, in all instances, the best price and execution
on all portfolio transactions.  In some instances portfolio brokerage may be
through affiliated persons of the Funds.

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

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

                                       12

<PAGE>


and statistical services so received.  Further, by paying a higher commission to
a broker-dealer under the circumstances described, the amount of brokerage
commissions which the Funds pay may tend to increase.

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

The aggregate amount of brokerage commissions paid by the Stock Fund for 1992,
1993 and 1994 was $857,000, $1,556,000 and $1,872,000 respectively.

The aggregate amount of brokerage commissions paid by the Advisers Fund in 1992,
1993 and 1994 was $884,000, $2,366,000 and $2,771,000 respectively.

The aggregate amount of brokerage commissions paid by the Capital Appreciation
Fund in 1992, 1993 and 1994 was $580,000, $1,595,000 and $2,045,000
respectively.

The aggregate amount of brokerage commissions paid by the Index Fund in 1992,
1993 and 1994 was $12,000, $48,000 and $24,000 respectively.

The aggregate amount of brokerage commissions paid by the International
Opportunities Fund in 1992, 1993, and 1994 was $144,000, $785,000 and $1,940,000
respectively.

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

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

No brokerage commissions were paid in 1992, 1993 or 1994 by the Bond Fund, Money
Market Fund, Mortgage Securities Fund, or U.S. Government Money Market Fund.
The International Advisers Fund had not commenced operations in 1994.

                             DETERMINATION OF YIELD

HVA Money Market Fund, Inc.

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

Yield calculations of the Fund used for illustration purposes are based on the
consideration of a

                                       13

<PAGE>


hypothetical account having a balance of exactly one share at the beginning of a
seven day period, which period will end on the date of the most recent financial
statements.  The yield for the fund during this seven day period will be the
change in the value of the hypothetical account, including dividends declared on
the original share, dividends declared on any shares purchased with dividends on
that share, and any monthly account charges or sales charges that would affect
an account of average size, but excluding any capital changes.  The following is
an example of this yield calculation for the Fund based on a seven day period
ending December 31, 1994.

Example:

     Assumptions:

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

     Value of the same account* (excluding capital changes) at the end of the
     seven day period:   $1.000554

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

     Calculation:

        Ending account value               $1.000554
        Less beginning account value        1.000000
                                           ---------
        Net change in account value        $0.000554

Base period return:
       (adjusted change/beginning account value)
       $0.000554/$1.000000 =            $0.000554
                                        ---------

Current yield = $0.000554 x (365/7) =           2.89%
Effective yield = (1 + 0.000554) 365/7 - 1 =    2.93%

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

                                       14

<PAGE>


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

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

Yield calculations of the Fund used for illustrations purposes are based on the
consideration of a hypothetical account having a balance of exactly one share at
the beginning of a seven day period, which period will end on the date of the
most recent financial statements.  The yield for the Fund during this seven day
period will be the change in the value of the hypothetical account, including
dividends declared on the original share, dividends declared on any shares
purchased with dividends on that share, and any monthly account charges or sales
charges that would affect an account of average size, but excluding any capital
changes.  The following is an example of this yield calculation for the fund
based on a seven day period ending December 31, 1994.

Example:

     Assumptions:

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

       Value of the same account* (excluding capital changes) at
       the end of the seven day period: $1.000512

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

Calculation:

       Ending account value             $1.000512
       Less beginning account value      1.000000
                                        ---------
       Net change in account value      $0.000512

Base period return:
       (adjusted change/beginning account value)
       $0.000512/$1.000000 =            $0.000512
                                        ---------

Current yield = $0.000512 x (365/7) =           2.67%
Effective yield = (1 + 0.000512) 365/7 - 1 =    2.71%


                                       15

<PAGE>


The current yield and effective yield information will fluctuate, and
publication of yield information may not provide a basis for comparison with
bank deposits, other investments which are insured and/or pay a fixed yield for
a stated period of time, or other investment companies.

In addition, the current yield and effective yield information may be of limited
use for comparative purposes because it does not reflect charges imposed at the
Separate Account level which, if included, would decrease the yield.

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

CALCULATION OF TOTAL RETURN.  As summarized in the Prospectus under the heading
"Performance Related Information", total return is a measure of the change in
value of an investment in a Fund over the period covered, which assumes any
dividends or capital gains distributions are reinvested in that Fund immediately
rather than paid to the investor in cash.  The formula for total return used
herein includes four steps:  (1) adding to the total number of shares purchased
by a hypothetical $1,000 investment in the Fund all additional shares which
would have been purchased if all dividends and distributions paid or distributed
during the period had been immediately reinvested; (2) calculating the value of
the hypothetical initial investment of $1,000 as of the end of the period by
multiplying the total number of shares owned at the end of the period by the net
asset value per share on the last trading day of the period; (3) assuming
redemption at the end of the period and deducting any applicable contingent
deferred sales charge and (4) dividing this account value for the hypothetical
investor by the initial $1,000 investment.  Total return will be calculated for
one year, five years and ten years or some other relevant periods if a Fund has
not been in existence for at least ten years.

                             PERFORMANCE COMPARISONS

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

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

                                       16

<PAGE>


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

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

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

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

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

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

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

The manner in which total return and yield will be calculated for public use is
described above.  The following table summarizes the calculation of total return
and yield for each Fund, where applicable, through December 31, 1994.

                                       17
<PAGE>
 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

 TO THE BOARD OF DIRECTORS AND SHAREHOLDERS OF:
 HARTFORD BOND FUND, INC., HARTFORD STOCK FUND, INC.,
    HVA MONEY MARKET FUND, INC.,
 HARTFORD ADVISERS FUND, INC., HARTFORD U.S. GOVERNMENT MONEY MARKET FUND, INC.,
 HARTFORD AGGRESSIVE GROWTH FUND, INC., HARTFORD MORTGAGE SECURITIES FUND, INC.,
 HARTFORD INDEX FUND, INC., HARTFORD INTERNATIONAL OPPORTUNITIES FUND, INC.,
 AND HARTFORD DIVIDEND AND GROWTH FUND, INC.

 We  have audited  the accompanying  statements of  net assets  of Hartford Bond
 Fund, Inc., Hartford Stock  Fund, Inc., HVA Money  Market Fund, Inc.,  Hartford
 Advisers Fund, Inc., Hartford U.S. Government Money Market Fund, Inc., Hartford
 Aggressive Growth Fund, Inc., Hartford Mortgage Securities Fund, Inc., Hartford
 Index Fund, Inc., Hartford International Opportunities Fund, Inc., and Hartford
 Dividend  and Growth Fund, Inc., (all Maryland corporations) as of December 31,
 1994, and the  related statements of  operations for the  year then ended,  the
 statement of changes in net assets for each of the two years in the period then
 ended (except for the Hartford Dividend and Growth Fund, Inc. which reflect the
 period  since inception, March 8, 1994, to December 31, 1994) and the financial
 highlights for each of the five years in the period then ended (except for  the
 Hartford  International Opportunities Fund, Inc. which reflect each of the four
 years then ended and from the period since inception, July 2, 1990, to December
 31, 1990 and  the Hartford  Dividend and Growth  Fund, Inc.  which reflect  the
 period  since inception, March 8, 1994,  to December 31, 1994). These financial
 statements and  financial  highlights  are the  responsibility  of  the  Funds'
 management.  Our responsibility  is to  express an  opinion on  these financial
 statements and financial highlights based on our audits.

 We  conducted  our  audits  in  accordance  with  generally  accepted  auditing
 standards. Those standards require that we plan and perform the audit to obtain
 reasonable  assurance  about  whether  the  financial  statements  are  free of
 material misstatement. An audit includes  examining, on a test basis,  evidence
 supporting  the  amounts  and  disclosures  in  the  financial  statements. Our
 procedures included confirmation of securities  owned as of December 31,  1994,
 by  correspondence with  the custodian.  An audit  also includes  assessing the
 accounting principles used  and significant  estimates made  by management,  as
 well  as evaluating  the overall  financial statement  presentation. We believe
 that our audits provide a reasonable basis for our opinion.

 In our opinion, the financial  statements and financial highlights referred  to
 above  present  fairly, in  all material  respects,  the financial  position of
 Hartford Bond Fund,  Inc., Hartford Stock  Fund, Inc., HVA  Money Market  Fund,
 Inc., Hartford Advisers Fund, Inc., Hartford U.S. Government Money Market Fund,
 Inc., Hartford Aggressive Growth Fund, Inc., Hartford Mortgage Securities Fund,
 Inc.,  Hartford Index  Fund, Inc.,  Hartford International  Opportunities Fund,
 Inc., and Hartford Dividend and Growth Fund, Inc., as of December 31, 1994, the
 results of their operations for the year  then ended, the changes in their  net
 assets  for each  of the  two years in  the period  then ended  (except for the
 Hartford Dividend  and  Growth  Fund,  Inc.  which  reflect  the  period  since
 inception,  March 8, 1994,  to December 31, 1994)  and the financial highlights
 for each of the five  years in the period then  ended (except for the  Hartford
 International  Opportunities Fund,  Inc. which reflect  each of  the four years
 then ended and from the period since  inception, July 2, 1990, to December  31,
 1990  and the Hartford Dividend and Growth  Fund, Inc. which reflect the period
 since inception,  March 8,  1994,  to December  31,  1994) in  conformity  with
 generally accepted accounting principles.

 Hartford, Connecticut
 February 10, 1995                                           Arthur Andersen LLP

                                       18
<PAGE>
HARTFORD BOND FUND, INC.
STATEMENT OF NET ASSETS
DECEMBER 31, 1994

 <TABLE>
<CAPTION>
 PRINCIPAL                                      MARKET
  AMOUNT                                         VALUE
- -----------                                  -------------
<C>          <S>                             <C>
LONG-TERM BONDS -- 89.6%
             FEDERAL AGENCIES COLLATERALIZED MORTGAGE
             OBLIGATION -- 5.4%
             Federal Home Loan Mortgage
             Corporation
$ 2,419,294    8.100% due 12/15/04.........  $   2,419,004
             Federal National Mortgage
             Association
  5,593,000    6.500% due 07/25/23.........      4,536,818
  6,605,272    7.500% due 01/25/19 -
               02/25/19....................      6,430,940
                                             -------------
                                                13,386,762
                                             -------------
             COLLATERALIZED MORTGAGE OBLIGATIONS -- 3.5%
             Oakwood Mortgage Investors
  6,455,000    8.400% due 02/15/15.........      6,387,424
  2,333,178  Paine Webber 94-7 Class AA
               6.750% due 04/25/24.........      2,257,910
                                             -------------
                                                 8,645,334
                                             -------------
             FEDERAL AGENCIES -- 12.3%
             Federal Home Loan Mortgage
             Corporation
  5,000,000    6.250% due 02/15/18               4,419,650
  5,000,000    6.800% due 03/15/23.........      4,202,400
  3,703,780    7.000% due 04/15/17.........      3,671,891
  1,000,000    7.800% due 05/15/12.........        981,030
    770,608    8.000% due 01/15/19.........        769,467
             Federal National Mortgage
             Association
  5,000,000    5.800% due 12/10/03.........      4,258,385
  5,000,001    7.000% due 06/01/23.........      4,541,151
  3,000,000    8.200% due 03/10/16.........      2,940,474
             Government National Mortgage
             Association
  5,000,000    7.000% due 02/01/09.........      4,676,565
                                             -------------
                                                30,461,013
                                             -------------
             U.S. GOVERNMENT SECURITIES -- 31.2%
             U.S. Treasury Bonds
 22,050,000    8.125% due 08/15/19.........     22,325,625
  5,000,000    8.875% due 08/15/17.........      5,442,185
  3,000,000    9.375% due 02/15/06.........      3,328,125
  1,500,000    11.750% due 11/15/14........      1,987,500
             U.S. Treasury Notes
 11,300,000    6.375% due 08/15/02.........     10,350,088
  8,000,000    6.500% due 04/30/99.........      7,605,000
  9,500,000    6.875% due 07/31/99.........      9,149,688
  6,400,000    7.250% due 05/15/04.........      6,145,997
  4,000,000    7.875% due 07/15/96.........      4,015,000
             U.S. Treasury Strips
  9,000,000    0.000% due 08/15/98.........      6,798,150
                                             -------------
                                                77,147,358
                                             -------------
             CHEMICALS -- 2.2%
             Eastman Chemical Company
  2,500,000    7.625% due 06/15/24.........      2,340,045
             Ethyl Corp.
  3,000,000    9.800% due 09/15/98.........      3,038,814
                                             -------------
                                                 5,378,859
                                             -------------
             CONSUMER DURABLES -- 1.6%
             MASCO Corp.
  4,000,000    9.000% due 04/15/96.........      4,035,220
                                             -------------
             ELECTRONICS -- 1.3%
             Motorola Inc.
  3,100,000    8.400% due 08/15/31.........      3,167,546
                                             -------------
             ENERGY & SERVICES -- 1.8%
             Enron Corp.
$ 1,000,000    9.650% due 05/15/01.........  $   1,054,837
             Mobil Oil
    735,375    9.170% due 02/29/00.........        758,008
             Union Oil Co. of California
  2,500,000    9.375% due 02/15/11.........      2,637,675
                                             -------------
                                                 4,450,520
                                             -------------

            FINANCIAL SERVICES -- 7.4%
             Aristar Inc.
  3,000,000    6.250% due 07/15/96.........      2,922,890
             Bank of New York
  3,000,000    7.625% due 07/15/02.........      2,823,066
             Chrysler Financial Corp.
  2,500,000    8.125% due 12/15/96.........      2,485,755
             Ford Motor Credit Company
  3,000,000    7.750% due 11/15/02.........      2,841,672
             General Motors Acceptance
             Corp.
  4,000,000    5.700% due 12/22/97.........      3,707,640
             IBM Credit Corp.
  3,500,000    6.058% due 07/28/98.........      3,500,000
                                             -------------
                                                18,281,023
                                             -------------

             FOREIGN GOVERNMENTS -- 4.2%
             Bank of Montreal
  2,000,000    10.000% due 09/01/98........      2,097,642
             Belgium Kingdom
  1,000,000    9.200% due 06/28/10.........      1,088,000
             KFW International Finance Inc.
  1,000,000    7.000% due 03/01/13.........        872,306
             Landeskreditbank
             Baden-Wurttemberg
  3,150,000    7.625% due 02/01/23.........      2,863,016
             Province of Manitoba Debenture
  1,230,000    9.125% due 01/15/18.........      1,331,918
             Skandinaviska Enskilda Banken
  2,500,000    6.875% due 02/15/09.........      2,080,017
                                             -------------
                                                10,332,899
                                             -------------
             INDUSTRIAL MATERIALS -- 2.5%
             Georgia-Pacific
  3,000,000    9.950% due 06/15/02.........      3,197,079
             Noranda Inc.
  3,000,000    6.688% due 08/18/00.........      3,013,500
                                             -------------
                                                 6,210,579
                                             -------------
             MEDIA & SERVICES -- 0.4%
             Tele-Communications, Inc.
  1,000,000    8.650% due 09/15/04.........        957,230
                                             -------------
             UTILITIES -- 5.4%
             Baltimore Gas & Electric Co.
  3,000,000    5.775% due 04/15/99.........      2,970,000
             Bell Telephone Co. of
             Pennsylvania
  3,000,000    8.350% due 12/15/30.........      3,101,346
             Chesapeake & Potomac Telephone
  1,500,000    8.300% due 08/01/31.........      1,524,219
             GTE Corp.
  3,000,000    8.850% due 03/01/98.........      3,037,223
             Texas Utilities Electric
  3,000,000    5.875% due 04/01/98.........      2,786,160
                                             -------------
                                                13,418,948
                                             -------------
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

                                       19
<PAGE>

<TABLE>
<CAPTION>
PRINCIPAL                                     MARKET
 AMOUNT                                        VALUE
- ----------                                  ---------------
<C>          <S>                             <C>
LONG-TERM BONDS -- (CONTINUED)
             ASSET-BACKED SECURITIES -- 8.5%
             Corestates 94-1 A
$ 4,752,652    6.650% due 05/15/09.........  $   4,545,674
             Discover 93-1
  3,000,000    5.300% due 10/16/01.........      2,667,630
             Fleet 94-B A
  4,627,081    6.750% due 03/15/10.........      4,443,109
             Green Tree 93-3 A-2
  5,000,000    4.900% due 10/15/18.........      4,737,200
             Green Tree 93-3 A-3
  5,000,000    5.200% due 10/15/18.........      4,590,400
                                             -------------
                                                20,984,013
                                             -------------
             CERTIFICATES OF DEPOSIT -- 2.0%
             Abbey National First Capital
  3,000,000    8.200% due 10/15/04.........      2,934,420
             First USA Bank
  2,000,000    5.050% due 10/16/95.........      1,952,200
                                             -------------
                                                 4,886,620
                                             -------------
             Total Long-Term Bonds.........  $ 221,743,924
                                             -------------
                                             -------------

SHORT-TERM SECURITIES -- 10.8%

             COMMERCIAL PAPER -- 1.2%
             American Honda Finance
$ 3,000,000    6.120% due 01/10/95.........  $   2,994,900
                                             -------------
             REPURCHASE AGREEMENT -- 9.6%
 23,611,000    Interest in $92,095,000
               joint repurchase agreement
               dated 12/30/94 with Shawmut
               Bank 5.95% due 01/03/95;
               maturity amount $23,626,609;
               (Collateralized by
               $96,165,000 U.S. Treasury
               Note 4.250% due 11/30/95)...     23,611,000
                                             -------------
             Total Short-Term Securities...  $  26,605,900
                                             -------------
                                             -------------
</TABLE>

<TABLE>
<S>                                            <C>      <C>
DIVERSIFICATION OF ASSETS:
Total long-term bonds........................   89.6 %  $221,743,924
Total short-term securities..................   10.8      26,605,900
                                               ------   ------------
Total investment in securities
  *(Identified cost $255,720,192)............  100.4     248,349,824
Excess of liabilities over cash and
  receivables................................   (0.4)       (891,737)
                                               ------   ------------
Net assets (Applicable to $.92602 per share
  based on 267,227,677 shares outstanding)...  100.0%   $247,458,087
                                               ------   ------------
                                               ------   ------------

SUMMARY OF SHAREHOLDERS' EQUITY:
Capital stock, par value $.10 per share; authorized
  800,000,000 shares; outstanding 267,227,677
  shares.............................................   $ 26,722,768
Capital surplus......................................    245,131,510
Undistributed net realized (loss) on investments.....    (17,025,823)
Unrealized depreciation of investments...............     (7,370,368)
                                                        ------------
Net assets, applicable to shares outstanding.........   $247,458,087
                                                        ------------
                                                        ------------
<FN>
* Aggregate cost for Federal income tax purposes.
</TABLE>


                                       20
<PAGE>
HARTFORD STOCK FUND, INC.
STATEMENT OF NET ASSETS
DECEMBER 31, 1994


<TABLE>
<CAPTION>
                                                 MARKET
  SHARES                                         VALUE
- -----------                                  --------------
<C>          <S>                             <C>
COMMON STOCKS -- 85.9%
             BUSINESS SERVICES -- 3.0%
   *175,000  Cisco Systems Inc.............  $   6,146,875
    320,000  Pitney Bowes Inc..............     10,160,000
    190,000  Xerox.........................     18,810,000
                                             --------------
                                                35,116,875
                                             --------------
             CONSUMER DURABLES -- 3.4%
    450,000  General Motors Corp...........     19,012,500
    410,000  Whirlpool Corp................     20,602,500
                                             --------------
                                                39,615,000
                                             --------------
             CONSUMER NON-DURABLES -- 9.0%
    280,000  Anheuser Busch Cos. Inc.......     14,245,000
    250,000  General Mills Corp............     14,250,000
    430,000  Kimberly Clark Corp...........     21,715,000
    350,000  Pepsico Inc...................     12,687,500
    350,000  Philip Morris.................     20,125,000
    820,000  Sara Lee Corp.................     20,705,000
                                             --------------
                                               103,727,500
                                             --------------
             CONSUMER SERVICES -- 2.1%
   *710,000  Circus Circus Enterprises.....     16,507,500
    500,000  International Game
               Technology..................      7,750,000
                                             --------------
                                                24,257,500
                                             --------------
             ELECTRONICS -- 1.0%
     50,000  Intel Corp....................      3,193,750
    140,000  Motorola Inc..................      8,102,500
                                             --------------
                                                11,296,250
                                             --------------
             ENERGY & SERVICES -- 10.7%
    320,000  Amoco Corporation.............     18,920,000
    487,100  Burlington Resources..........     17,048,500
    640,000  Exxon.........................     38,880,000
    250,000  Fluor Corp....................     10,781,250
    350,000  Kerr McGee Corp...............     16,100,000
    *50,000  Reading & Bates Corp..........        300,000
    400,000  Schlumberger Ltd..............     20,150,000
     62,500  Vastar Resources Inc..........      1,554,687
                                             --------------
                                               123,734,437
                                             --------------
             FINANCIAL SERVICES -- 9.0%
    500,000  Allstate Corp.................     11,812,500
     75,000  Federal National Mortgage
               Association.................      5,465,625
     50,000  Franklin Resources Inc........      1,781,250
    350,000  Green Point Financial Corp....      7,218,750
    320,000  Marsh and Mclennan Cos.,
               Inc.........................     25,360,000
    153,600  Merrill Lynch & Co. Inc.......      5,491,200
    230,000  J.P. Morgan...................     12,880,000
    170,000  Republic New York Corp........      7,692,500
    555,000  Travelers Inc.................     18,037,500
    250,000  Unum Corp.....................      9,437,500
                                             --------------
                                               105,176,825
                                             --------------
             HEALTH CARE -- 8.1%
    600,000  Abbott Laboratories...........     19,575,000
    110,000  American Home Products
               Corp........................      6,902,500
    350,000  IVAX Corp.....................      6,650,000
    280,000  Johnson & Johnson.............     15,330,000
    300,000  Merck & Co., Inc..............     11,437,500
    200,000  Pfizer, Inc...................     15,450,000

             HEALTH CARE -- (CONTINUED)

    550,000  SmithKline Beecham PLC ADR
               Unit........................  $  18,837,500
                                             --------------
                                                94,182,500
                                             --------------
             INDUSTRIAL MATERIALS -- 10.7%
    285,000  Air Products & Chemical
               Corp........................     12,718,125
    125,000  Aluminum Company of America...     10,828,125
    235,000  Dow Chemical..................     15,803,750
    400,000  Dupont EI De Nemours..........     22,500,000
    260,000  Eastman Chemical Co...........     13,130,000
    550,000  Englehard Corp................     12,237,500
    130,000  International Paper Co........      9,798,750
    500,000  Louisiana Pacific Corp........     13,625,000
    216,900  Phelps Dodge Corp.............     13,420,688
                                             --------------
                                               124,061,938
                                             --------------
             MANUFACTURING -- 5.1%
    900,000  General Electric..............     45,900,000
    431,000  Ingersoll-Rand Company........     13,576,500
                                             --------------
                                                59,476,500
                                             --------------

             MEDIA & SERVICES -- 10.8%
    270,000  CBS Inc.......................     14,951,250
    200,000  Capital Cities/ABC Inc........     17,050,000
    600,000  Gannett Co., Inc..............     31,950,000
    550,000  Gaylord Entertainment Class
               A...........................     12,512,500
    700,000  Time Warner Inc...............     24,587,500
    *68,000  Viacom Inc.-Class A...........      2,830,500
   *850,000  Viacom Inc.-RT................        956,250
   *515,228  Viacom Inc.-Class B...........     20,931,117
                                             --------------
                                               125,769,117
                                             --------------
             REAL ESTATE -- 1.4%
     63,000  Burnham Pacific Property......        803,250
    390,000  General Growth Properties.....      8,823,750
    350,000  Spieker Properties............      7,131,250
                                             --------------
                                                16,758,250
                                             --------------
             RETAIL -- 6.6%
    450,000  Albertson's Inc...............     13,050,000
    309,400  Dillard Department Stores
               Class A.....................      8,276,450
    300,000  May Department Stores Co......     10,125,000
    850,000  McDonalds Corp................     24,862,500
    960,000  Wal-Mart......................     20,400,000
                                             --------------
                                                76,713,950
                                             --------------
             TRANSPORTATION -- 2.4%
    620,000  Union Pacific Corp............     28,287,500
                                             --------------
             UTILITY -- 2.6%
    250,000  AT&T Corp.....................     12,562,500
    975,000  MCI Communications............     17,915,625
                                             --------------
                                                30,478,125
                                             --------------
             Total Common Stocks...........  $ 998,652,267
                                             --------------
                                             --------------
PREFERRED STOCKS -- 5.5%
             CONSUMER DURABLES -- 2.6%
    110,000  Chrysler Corp. 144-A..........  $  15,083,750
    160,000  Ford Motor Company Series A...     14,720,000
                                             --------------
                                                29,803,750
                                             --------------
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

                                       21
<PAGE>

<TABLE>
<CAPTION>
                                                 MARKET
  SHARES                                         VALUE
- -----------                                  --------------
<C>          <S>                             <C>

PREFERRED STOCKS -- (CONTINUED)
             CONSUMER NON-DURABLES -- 1.1%
  2,200,000  RJR Nabisco Preferred Equity
               Redemption Cumulative
               Stock.......................  $  13,200,000
                                             --------------
             CONSUMER SERVICES -- 0.3%
    220,000  First Chicago Debt
               Exchangeable for Common
               Stock.......................      3,850,000
                                             --------------
             ENERGY -- 0.8%
    191,000  Occidental Petroleum 144A.....      9,263,500
                                             --------------
             REAL ESTATE -- 0.7%
    347,500  Property Trust of America.....      7,645,000
                                             --------------
             Total Preferred Stocks........  $  63,762,250
                                             --------------
                                             --------------


 PRINCIPAL
   AMOUNT
- ------------
CONVERTIBLE CORPORATE BONDS -- 2.9%
              CONSUMER SERVICES -- 1.0%
              Autotote Corp.
$ 16,000,000    5.500% due 08/20/01.........  $  11,190,128
                                              --------------
              INDUSTRIAL -- 0.4%
              Empresas ICA Sociedad
   7,250,000    5.000% due 03/15/04.........      4,957,188
                                              --------------
              MEDIA & SERVICES -- 1.0%
              News America Holdings
 *30,940,000    0.000% due 03/11/13.........     11,370,450
                                              --------------
              TRANSPORTATION -- 0.5%
              AMR Corp.
   7,500,000    6.125% due 11/01/24.........      6,037,500
                                              --------------
              Total Convertible Corporate
                Bonds.......................  $  33,555,266
                                              --------------
                                              --------------

SHORT-TERM SECURITIES -- 9.0%
$105,160,000    Repurchase Agreement dated
                12/30/94 with Donaldson,
                Lufkin & Jenrette 5.875% due
                01/03/95; maturity amount
                $105,228,646;
                (Collateralized by
                $110,964,000 U.S. Treasury
                Notes 5.000% to 7.875% due
                04/15/98 to 08/15/02).......  $ 105,160,000
                                              --------------
                                              --------------
</TABLE>

<TABLE>
<CAPTION>
DIVERSIFICATION OF ASSETS:
<S>                                            <C>      <C>
Total common stocks..........................   85.9 %  $  998,652,267
Total preferred stocks.......................    5.5        63,762,250
Total convertible corporate bonds............    2.9        33,555,266
Total short-term securities..................    9.0       105,160,000
                                               ------   --------------
Total investment in securities
  **(Identified cost $1,170,475,768).........  103.3     1,201,129,783
Excess of liabilities over cash and
  receivables................................   (3.3)      (37,971,801)
                                               ------   --------------
Net assets (Applicable to $2.80146 per share
  based on 415,196,663 shares outstanding)...  100.0%   $1,163,157,982
                                               ------   --------------
                                               ------   --------------

SUMMARY OF SHAREHOLDERS' EQUITY:
Capital stock, par value $.10 per share; authorized
  800,000,000 shares; outstanding 415,196,663
  shares.............................................   $   41,519,666
Capital surplus......................................    1,043,494,655
Undistributed net realized gain on investments.......       47,489,646
Unrealized appreciation of investments...............       30,654,015
                                                        --------------
Net assets, applicable to shares outstanding.........   $1,163,157,982
                                                        --------------
                                                        --------------
<FN>
 * Non-income producing during period.
** Aggregate cost for Federal income tax purposes.
</TABLE>


                                       22
<PAGE>
HVA MONEY MARKET FUND, INC.
STATEMENT OF NET ASSETS
DECEMBER 31, 1994
<TABLE>
<CAPTION>
                                               AMORTIZED
 PRINCIPAL                                      COST AND
  AMOUNT                                         VALUE
- -----------                                  --------------
<C>          <S>                             <C>
CORPORATE BONDS -- 2.8%
             BANKS
             First National Bank of Boston
$ 4,000,000    5.550% due 01/04/95.........  $   4,000,000
  5,000,000    5.690% due 02/22/95.........      5,000,000
                                             --------------
                                                 9,000,000
                                             --------------
COMMERCIAL PAPER -- 75.3%
             ANZ (Delaware) Inc.
  4,000,000    5.010% due 01/20/95.........      3,988,867
  5,000,000    5.020% due 02/03/95.........      4,976,294
             American Home Products
  4,000,000    5.900% due 01/18/95.........      3,988,200
  5,000,000    5.920% due 02/06/95.........      4,969,578
  2,500,000    6.000% due 02/08/95.........      2,483,750
             American Honda Finance
  5,000,000    5.620% due 01/09/95.........      4,992,975
  4,000,000    6.300% due 03/06/95.........      3,954,500
             Aristar Inc.
  4,000,000    5.550% due 01/26/95.........      3,983,967
  5,000,000    6.050% due 02/22/95.........      4,955,465
             AT&T Co.
  4,000,000    5.030% due 02/14/95.........      3,974,850
  5,000,000    5.750% due 02/07/95.........      4,969,653
             Bass Finance C.I. Ltd.
  5,000,000    6.250% due 03/06/95.........      4,943,576
             Canadian Wheat Board
  5,000,000    5.030% due 02/15/95.........      4,967,864
             Commerzbank U.S. Financ
  5,500,000    6.530% due 06/23/95.........      5,326,411
             Corporate Asset Funding Company
  5,000,000    5.700% due 01/23/95.........      4,981,792
  4,000,000    6.200% due 04/03/95.........      3,935,933
             Dean Witter, Discover Card
  5,000,000    5.200% due 01/03/95.........      4,997,833
  4,000,000    5.500% due 01/05/95.........      3,996,944
             Electronic Data Systems
  4,000,000    5.520% due 01/09/95.........      3,994,480
  5,000,000    6.150% due 02/27/95.........      4,950,458
             Fleet Financial Group
  5,000,000    6.080% due 01/04/95.........      4,996,622
             Goldman Sachs Group Limited Partnership
  3,500,000    5.000% due 01/03/95.........      3,498,542
             General Motors Acceptance Corp.
  5,000,000    6.220% due 02/07/95.........      4,967,172
  4,000,000    6.440% due 04/13/95.........      3,926,298
             Gillette Co.
  5,000,000    5.700% due 02/06/95.........      4,970,708
             Greyhound Financial
  4,500,000    5.500% due 01/10/95.........      4,493,125
  4,500,000    5.720% due 01/11/95.........      4,492,135
             Honeywell Inc.
$ 4,500,000    5.450% due 02/13/95.........  $   4,470,025
             Merrill Lynch & Co.
  9,000,000    5.520% due 02/17/95-02/21/95      8,931,307
             Nationwide Building Society
  5,000,000    5.250% due 03/21/95.........      4,941,667
  4,000,000    5.790% due 01/23/95.........      3,985,203
             Northern Indiana Public
  5,000,000    5.950% due 01/30/95.........      4,975,208
  4,000,000    6.320% due 02/21/95.........      3,963,484
             NYNEX Corp.
  5,000,000    5.580% due 02/10/95.........      4,968,225
  4,000,000    5.670% due 02/03/95.........      3,978,580
             Pacific Dunlop Asia Ltd.
  5,000,000    5.125% due 02/02/95.........      4,976,510
  4,000,000    5.550% due 03/27/95.........      3,946,968
             Rockwell International
  5,000,000    6.585% due 06/01/95.........      4,860,983
  4,000,000    6.630% due 06/05/95.........      3,885,080
             RTZ America Inc.
  4,000,000    6.200% due 03/01/95.........      3,958,667
             Sharp Electronics Corp.
  5,000,000    5.350% due 01/20/95.........      4,985,139
  4,000,000    6.350% due 04/07/95.........      3,931,561
  2,500,000    6.425% due 05/05/95.........      2,444,227
             Spintab D/N
  5,000,000    6.100% due 03/15/95.........      4,937,306
  4,000,000    6.300% due 03/15/95.........      3,948,200
             Tambrands Inc.
  5,000,000    5.050% due 01/17/95.........      4,988,076
  4,000,000    5.820% due 02/16/95.........      3,969,607
             US Bankcorp DN
  4,000,000    5.400% due 01/09/95.........      3,994,600
             U.S. Borax & Chemical Corp.
  4,700,000    6.200% due 03/15/95.........      4,640,101
             USL Capital
  4,000,000    5.750% due 01/05/95.........      3,996,806
             Westpac Capital Corp.
  5,000,000    5.050% due 01/17/95.........      4,988,076
             Whirlpool Corp.
  5,000,000    5.480% due 01/23/95.........      4,982,495
             Zeneca, Inc.
  5,000,000    5.480% due 01/23/95.........      4,982,494
  3,000,000    5.750% due 02/01/95.........      2,984,667
                                             --------------
                                               242,293,254
                                             --------------
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
                                       23
<PAGE>

<TABLE>
<CAPTION>
                                               AMORTIZED
 PRINCIPAL                                      COST AND
  AMOUNT                                         VALUE
- -----------                                  --------------
<C>          <S>                             <C>
CORPORATE NOTES -- 4.7%

             Abbey National Treasury
$ 5,000,000    5.540% due 11/16/95.........  $   4,996,607
             MBNA America Bank Notes
  5,000,000    5.650% due 03/21/95               5,000,000
             Pepsico Inc. Floating Rate
  5,000,000    3.845% due 04/13/95.........      4,999,647
                                             --------------
                                                14,996,254
                                             --------------
REPURCHASE AGREEMENT -- 17.2%
 55,230,000  Interest in $92,095,000 joint
               repurchase agreement dated
               12/30/94 with Shawmut Bank
               5.950% due 01/03/95 maturity
               amount $55,266,513;
               (Collateralized by
               $96,165,000 U.S. Treasury
               Note 4.250% due 11/30/95)...     55,230,000
                                             --------------
             Total Short-Term Securities...  $ 321,519,508
                                             --------------
                                             --------------

</TABLE>

<TABLE>
<CAPTION>
DIVERSIFICATION OF ASSETS:
<S>                                           <C>       <C>
Total investment in securities
  *(Identified cost $321,519,508)............  100.0%   $321,519,508
Excess of liabilities over cash and
  receivables................................   (0.0)        (54,836)
                                               ------   ------------
Net assets (Applicable to $1.00 per share
  based on 321,464,672 shares outstanding)...  100.0%   $321,464,672
                                               ------   ------------
                                               ------   ------------
SUMMARY OF SHAREHOLDERS' EQUITY:
Capital stock, par value $.10 per share; authorized
  800,000,000 shares; outstanding 321,464,672
  shares.............................................   $ 32,146,467
Capital surplus......................................    289,318,205
                                                        ------------
Net assets, applicable to shares outstanding.........   $321,464,672
                                                        ------------
                                                        ------------
<FN>
* Aggregate cost for Federal income tax purposes.
</TABLE>

                                       24
<PAGE>
HARTFORD ADVISERS FUND, INC.
STATEMENT OF NET ASSETS
DECEMBER 31, 1994

<TABLE>
<CAPTION>

                                                MARKET
  SHARES                                         VALUE
- -----------                                  -------------
<C>          <S>                             <C>
COMMON STOCKS -- 51.1%
             COMPUTER & SERVICES -- 1.9%
   *275,000  Cisco Systems Inc.............  $   9,659,375
    575,000  Pitney Bowes Inc..............     18,256,250
    290,000  Xerox.........................     28,710,000
                                             -------------
                                                56,625,625
                                             -------------
             CONSUMER DURABLES -- 2.0%
    700,000  General Motors Corp...........     29,575,000
    640,000  Whirlpool Corp................     32,160,000
                                             -------------
                                                61,735,000
                                             -------------
             CONSUMER NON-DURABLES -- 5.2%
    410,000  Anheuser Busch Cos. Inc.......     20,858,750
    375,000  General Mills Comp............     21,375,000
    620,000  Kimberly Clark Corp...........     31,310,000
    600,000  Pepsico Inc...................     21,750,000
    500,000  Philip Morris.................     28,750,000
  1,350,000  Sara Lee Corp.................     34,087,500
                                             -------------
                                               158,131,250
                                             -------------
             CONSUMER SERVICES -- 1.3%
 *1,170,000  Circus Circus Enterprises.....     27,202,500
    700,000  International Game
               Technology..................     10,850,000
                                             -------------
                                                38,052,500
                                             -------------
             ELECTRONICS -- 0.6%
     80,000  Intel Corp....................      5,110,000
    250,000  Motorola Inc..................     14,468,750
                                             -------------
                                                19,578,750
                                             -------------
             ENERGY & SERVICES -- 6.1%
    580,000  Amoco Corporation.............    34,292,500
    587,100  Burlington Resources..........    20,548,500
    920,000  Exxon.........................    55,890,000
    330,000  Fluor Corp....................    14,231,250
    550,000  Kerr McGee Corp...............    25,300,000
   *150,000  Reading & Bates Corp..........       900,000
    600,000  Schlumberger Ltd..............    30,225,000
     62,500  Vastar Resources Inc..........     1,554,688
                                             -------------
                                              182,941,938
                                             -------------
             FINANCIAL SERVICES -- 5.6%
    900,000  Allstate Corp.................    21,262,500
    150,000  Federal National Mortgage
               Association.................    10,931,250
     60,000  Franklin Resources Inc........     2,137,500
    350,000  Green Point Financial Corp....     7,218,750
    490,000  Marsh and McLennan Cos.,
               Inc.........................    38,832,500
    153,700  Merrill Lynch & Co. Inc.......     5,494,775
    470,000  J.P. Morgan...................    26,320,000
    150,000  PNC Bank Corp.................     3,168,750
    250,000  Republic New York Corp........    11,312,500
    945,000  Travelers Inc.................    30,712,500
    360,000  UNUM Corp.....................    13,590,000
                                             -------------
                                              170,981,025
                                             -------------
             HEALTH CARE -- 4.9%
  1,000,000  Abbott Laboratories...........    32,625,000
    120,000  American Home Products
               Corp........................     7,530,000
    500,000  IVAX Corp.....................     9,500,000
    450,000  Johnson & Johnson.............    24,637,500

             HEALTH CARE -- (CONTINUED)
    500,000  Merck & Co., Inc..............  $ 19,062,500
    300,000  Pfizer, Inc...................    23,175,000
    900,000  SmithKline Beecham PLC ADR
               Unit........................    30,825,000
                                             -------------
                                              147,355,000
                                             -------------
             INDUSTRIAL MATERIALS -- 6.2%
    430,000  Air Products & Chemical
               Corp........................    19,188,750
    175,000  Aluminum Company of America...    15,159,375
    350,000  Dow Chemical..................    23,537,500
    580,000  DuPont EI De Nemours..........    32,625,000
    410,000  Eastman Chemical Co...........    20,705,000
    900,000  Englehard Corp................    20,025,000
    240,000  International Paper Co........    18,090,000
    800,000  Louisiana Pacific Corp........    21,800,000
    283,700  Phelps Dodge Corp.............    17,553,938
                                             -------------
                                              188,684,563
                                             -------------
             MANUFACTURING -- 3.0%
  1,410,000  General Electric..............    71,910,000
    650,100  Ingersoll-Rand Company........    20,478,150
                                             -------------
                                               92,388,150
                                             -------------
             MEDIA & SERVICES -- 6.3%
    400,000  CBS Inc.......................    22,150,000
    300,000  Capital Cities/ABC Inc........    25,575,000
    920,000  Gannett Co., Inc..............    48,990,000
    810,000  Gaylord Entertainment
               Class A.....................    18,427,500
    360,000  News Corp Ltd. ADR............     5,625,000
  1,000,000  Time Warner Inc...............    35,125,000
    *96,000  Viacom Inc.-Class A...........     3,996,000
 *1,200,000  Viacom Inc.-RT................     1,350,000
   *727,380  Viacom Inc.-Class B...........    29,549,812
                                             -------------
                                              190,788,312
                                             -------------
             REAL ESTATE -- 0.7%
     63,000  Burnham Pacific Property......       803,250
    460,000  General Growth Properties.....    10,407,500
    500,000  Spieker Properties............    10,187,500
                                             -------------
                                               21,398,250
                                             -------------
             RETAIL -- 4.6%
  1,000,000  Albertson's Inc...............    29,000,000
    719,400  Dillard Department Stores
               Class A.....................    19,243,950
    600,000  May Department Stores Co......    20,250,000
  1,400,000  McDonalds Corp................    40,950,000
  1,400,000  Wal-Mart......................    29,750,000
                                             -------------
                                              139,193,950
                                             -------------
             TRANSPORTATION -- 1.3%
    890,000  Union Pacific Corp............    40,606,250
                                             -------------
             UTILITIES -- 1.4%
    350,000  AT&T Corp.....................    17,587,500
  1,325,000  MCI Communications............    24,346,875
                                             -------------
                                               41,934,375
                                             -------------
             Total Common Stocks...........  $1,550,394,938
                                             -------------
                                             -------------
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

                                       25
<PAGE>
<TABLE>
<CAPTION>
                                                MARKET
  SHARES                                         VALUE
- -----------                                  -------------
<C>          <S>                             <C>
PREFERRED STOCKS -- 3.6%
             CONSUMER DURABLES -- 1.6%
    180,000  Chrysler Corp. 144-A .........  $ 24,682,500
    264,000  Ford Motor Company Series A...    24,288,000
                                             -------------
                                               48,970,500
                                             -------------
             CONSUMER NON-DURABLES -- 0.7%
  3,300,000  RJR Nabisco Preferred Equity
               Redemption Cumulative
               Stock.......................    19,800,000
                                             -------------
             CONSUMER SERVICES -- 0.2%
    370,000  First Chicago Debt Exchangable
               for Common Stock............     6,475,000
                                             -------------
             ENERGY -- 0.6%
    397,200  Occidental Petroleum 144A.....    19,264,200
                                             -------------
             MEDIA & SERVICES -- 0.1%
    180,000  News Corp.-Pref. Shares ADR...     2,497,500
                                             -------------
             REAL ESTATE -- 0.4%
    591,900  Property Trust of America.....    13,021,800
                                             -------------
             Total Preferred Stocks........  $110,029,000
                                             -------------
                                             -------------
 PRINCIPAL
  AMOUNT
- -----------
LONG-TERM BONDS -- 33.8%
             U.S. TREASURY NOTES & BONDS -- 26.8%
$50,000,000    3.875% due 08/31/95.........   49,000,000
 25,000,000    4.250% due 11/30/95.........   24,343,750
120,000,000    4.625% due 02/15/96.........  116,400,000
 50,000,000    6.500% due 08/15/97.........   48,484,350
100,000,000    7.125% due 02/15/23.........   90,937,500
100,000,000    7.250% due 05/15/16.........   92,375,000
325,000,000    7.500% due 11/15/01-11/15/16  313,992,100
 50,000,000    7.875% due 11/15/04.........   50,140,600
 25,000,000    8.875% due 02/15/19.........   27,273,425
                                             -------------
                                              812,946,725
                                             -------------
             FEDERAL AGENCIES -- 0.5%
             Federal Home Loan Mortgage
                  Corp.
  7,898,028    6.500% due 06/01/04-08/01/14     7,530,805
  8,185,196    8.000% due 03/15/97.........     8,190,788
     46,559    8.500% due 05/01/01.........        46,243
                                             -------------
                                               15,767,836
                                             -------------

              FEDERAL HOME LOAN MORTGAGE CORP. CMO -- 0.2%
  3,166,000    7.000% due 08/25/03.........     2,921,458
  2,618,378    8.500% due 03/15/97.........     2,599,476
                                             -------------
                                                5,520,934
                                             -------------
  FEDERAL NATIONAL MORTGAGE ASSOCIATION -- 1.1%
    669,076    6.000% due 03/15/20.........       575,151
 14,543,300    6.125% due 07/25/03.........    13,093,653
    162,224    6.500% due 06/01/03.........       158,786
  3,347,154    6.750% due 08/01/08.........     3,152,349
  6,920,016    7.000% due 09/01/04-04/01/08     6,638,617
    406,830    7.250% due 12/25/96.........       404,763
  2,699,210    7.500% due 06/25/97.........     2,676,834
  2,878,951    8.750% due 08/25/21.........     2,901,522
  5,000,000    9.000% due 09/25/00.........     5,037,500
                                             -------------
                                               34,639,175
                                             -------------
LONG-TERM BONDS -- (CONTINUED)
           GOVERNMENT NATIONAL MORTGAGE ASSOCIATION 5.2%
$83,543,659    6.500% due 03/15/23-09/15/24  $ 72,397,906
 93,429,414    7.000% due 01/15/23-06/15/24    83,832,880
     39,737   11.000% due 06/15/13........         43,463
                                             -------------
                                              156,274,248
                                             -------------
             Total Long-Term Bonds......... $1,025,148,918
                                             -------------
                                             -------------
CONVERTIBLE CORPORATE BONDS -- 1.8%
 24,000,000  CONSUMER SERVICES -- 0.6%
             Autotote Corporation
               5.500% due 08/20/01.........     16,785,192
                                             -------------
 10,500,000  INDUSTRIAL -- 0.2%
             Empresas ICA Sociedad
               5.000% due 03/15/04.........      7,179,375
                                             -------------
*42,660,000  MEDIA & SERVICES -- 0.5%
             News America Holdings
               0.000% due 03/11/13.........     15,677,550
                                             -------------
 12,500,000  TRANSPORTATION -- 0.3%
             AMR Corp.
               6.125% due 11/01/24.........     10,062,500
                                             -------------
  8,000,000  UTILITIES -- 0.2%
             Korea Electric Power Global
               6.375% due 12/01/03.........      6,762,512
                                              ------------
             Total Convertible Corporate
               Bonds.......................   $ 56,467,129
                                             -------------
                                             -------------
NON-CONVERTIBLE CORPORATE BONDS -- 7.8%
             ASSET-BACKED -- 0.2%
  5,000,000  Discover Card 92-A
               5.500% due 05/16/98.........     4,908,900
    912,366  GMAC 92-D Grantor Trust
               5.550% due 05/15/97.........       901,409
                                            -------------
                                                5,810,309
                                            -------------
             CONSUMER SERVICES -- 0.7%
 15,000,000  Circus Circus Enterprises
               6.750% due 07/15/03.........    13,013,700
 10,000,000  Hertz Corp.
               6.000% due 02/01/01.........     8,799,240
                                             -------------
                                               21,812,940
                                             -------------
             FEDERAL AGENCIES -- 0.1%
  1,659,569  Resolution Trust Corp. 91-6 E
               11.626% due 05/25/24........      1,727,867
                                             -------------
             FINANCIAL SERVICES -- 5.3%
 10,000,000  Associates Corp. North America
               4.500% due 02/15/96.........     9,654,210
 10,000,000  Bank of Boston Corp.
               6.625% due 02/01/04.........     8,618,910
 10,000,000  Chemical Banking Corp. 2-15-02
               8.500% due 02/15/02.........     9,869,460
 15,000,000  Chrysler Financial
               6.625% due 08/15/00.........    13,671,915
 12,000,000  Countrywide Funding
               6.100% due 07/31/96.........    11,642,520
 10,000,000  Dean Witter Discover
               5.000% due 04/01/96.........     9,652,480
  5,000,000  First National Bank of Boston
               8.000% due 09/15/04.........     4,707,390

</TABLE>

                                       26

<PAGE>
HARTFORD ADVISERS FUND, INC.
STATEMENT OF NET ASSETS -- (CONTINUED)
DECEMBER 31, 1994

<TABLE>
 PRINCIPAL                                      MARKET
  AMOUNT                                         VALUE
- -----------                                  -------------
<C>          <S>                             <C>
NON-CONVERTIBLE CORPORATE BONDS -- (CONTINUED)
            FINANCIAL SERVICES -- (CONTINUED)
 $10,000,000 Ford Motor Credit Company
               5.625% due 12/15/98.........  $  9,084,380
  2,250,000  General Electric Credit
               4.260% due 02/05/96.........     2,173,815
 15,000,000  General Motors Acceptance
             Corp.
               5.625% due 02/01/99.........    13,411,620
 10,000,000  Great Western Financial
               8.625% due 12/01/98.........     9,974,140
 15,000,000  Home Savings America
               6.000% due 11/01/00.........    13,175,715
  1,311,675  Merrill Lynch Mortgage
               6.850% due 04/15/12.........     1,300,814
 15,000,000  Society National Bank
               6.500% due 04/25/97.........    14,493,300
 19,000,000  Society Bank
               6.700% due 04/15/96.........    18,743,500
 12,000,000  World Savings & Loan
               4.875% due 03/01/96.........    11,625,120
                                             -------------
                                              161,799,289
                                             -------------
             FOREIGN GOVERNMENT -- 0.3%
             Thailand Kingdom
 10,000,000    5.880% due 09/30/00.........     8,813,600
                                             -------------
             HEALTHCARE -- 0.3%
             Zeneca Group PLC
 10,000,000    6.300% due 06/15/03.........     8,771,600
                                             -------------
             MEDIA & SERVICES -- 0.5%
             Tele-Communications...........
 15,000,000    7.375% due 02/15/00             13,905,570
                                             -------------
             TRANSPORTATION -- 0.1%
             Penske Truck Leasing
  2,000,000    7.750% due 05/15/99.........     1,932,136
                                             -------------
             UTILITIES -- 0.3%
             Pacific Gas & Electric
 11,000,000    7.875% due 03/01/02.........    10,580,207
                                             -------------
             Total Non-Convertible
               Corporate Bonds.............  $235,153,518
                                             -------------
                                             -------------

SHORT-TERM SECURITIES -- 2.7%
$82,255,000  Repurchase Agreement dated
               12/30/94 with Union Bank of
               Switzerland 5.500% due
               01/03/95; maturity amount
               $82,305,267; (Collateralized
               by $79,170,000 U.S. Treasury
               Securities 6.125% to 10.375%
               due 07/31/96 to 08/15/19)...  $ 82,255,000
                                             -------------
                                             -------------
</TABLE>

<TABLE>
<S>                                            <C>      <C>
DIVERSIFICATION OF ASSETS:
Total common stocks..........................   51.1%   1,550,394,938
Total preferred stocks.......................    3.6      110,029,000
Total long-term bonds........................   33.8    1,025,148,918
Total convertible corporate bonds............    1.8       56,467,129
Total non-convertible corporate bonds........    7.8      235,153,518
Total short-term securities..................    2.7       82,255,000
                                               ------   -------------
Total investment in securities
  **(Identified cost $3,117,462,059).........  100.8    3,059,448,503
Excess liabilities over cash and
  receivables................................  (0.8)      (25,414,442)
                                               ------   -------------
Net assets (Applicable to $1.60048 per share
  based on 1,895,705,407 shares
  outstanding)...............................  100.0%   $3,034,034,061
                                               ------   --------------
                                               ------   --------------
SUMMARY OF SHAREHOLDERS' EQUITY:
Capital stock, par value $.10 per share; authorized
  3,000,000,000 shares; outstanding 1,895,705,407
  shares.............................................      189,570,541
Capital surplus......................................    2,865,967,424
Undistributed net realized gain on investments.......       36,509,653
Unrealized depreciation of investments...............      (58,013,556)
                                                        --------------
Net assets, applicable to shares outstanding.........   $3,034,034,061
                                                        --------------
                                                        --------------
<FN>
 * Non-income producing during period.
** Aggregate cost for Federal income tax purposes.
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

                                       27
<PAGE>
HARTFORD U.S. GOVERNMENT MONEY MARKET FUND, INC.
STATEMENT OF NET ASSETS
DECEMBER 31, 1994


<TABLE>
<CAPTION>
                                              AMORTIZED
 PRINCIPAL                                     COST AND
  AMOUNT                                        VALUE
- -----------                                  ------------
<C>          <S>                             <C>
             Federal Farm Credit Bank
$   400,000    4.930% due 02/22/95.........  $    397,097
    420,000    5.310% due 01/23/95.........       418,575
    490,000    5.370% due 01/06/95.........       489,562
    550,000    5.950% due 03/16/95.........       543,182
    100,000    5.960% due 03/06/95.........        98,924
    270,000    6.250% due 05/17/95.........       263,578
             Federal Home Loan Banks
    680,000    4.880% due 01/23/95.........       677,880
    120,000    5.200% due 01/27/95.........       119,532
    655,000    5.250% due 01/05/95.........       654,522
    500,000    5.270% due 01/06/95.........       499,561
    500,000    6.310% due 04/05/95.........       491,674
    500,000    6.350% due 04/05/95.........       491,622
             Federal Home Loan Mortgage
               Association
    500,000    6.110% due 03/13/95.........       493,890
             Federal National Mortgage
               Association
    500,000    5.020% due 02/17/95.........       496,653
    500,000    6.050% due 03/02/95.........       494,874
    300,000    6.090% due 03/01/95.........       296,955
    500,000    6.270% due 04/18/95.........       490,595
                                             -------------
                                                7,418,676
                                             -------------
REPURCHASE AGREEMENT -- 22.7%
  2,184,000  Interest in $92,095,000 joint
               repurchase agreement dated
               12/30/94 with Shawmut Bank
               5.950% due 01/03/95;
               maturity amount $2,185,444
               (Collateralized by
               $96,165,000; U.S. Treasury
               Note 4.250% due 11/30/95)...     2,184,000
                                             -------------
             Total Short-Term Securities...  $  9,602,676
                                             -------------
                                             -------------
</TABLE>

<TABLE>
<CAPTION>
                                                       AMORTIZED
                                                       COST AND
                                                         VALUE
                                                      -------------
<S>                                            <C>      <C>
DIVERSIFICATION OF ASSETS:
Total investment in securities
  *(Identified cost $9,602,676)..............   99.8%   $ 9,602,676
Excess of cash and receivables over
  liabilities................................    0.2         16,623
                                               ------   ------------
Net assets (Applicable to $1.00 per share
  based on 9,619,299 shares outstanding).....  100.0%   $ 9,619,299
                                               ------   ------------
                                               ------   ------------

SUMMARY OF SHAREHOLDERS' EQUITY:
Common stock, par value $.10 per share; authorized
  100,000,000 shares; outstanding 9,619,299 shares...   $   961,930
Capital surplus......................................     8,657,369
                                                        ------------
Net assets, applicable to shares outstanding.........   $ 9,619,299
                                                        ------------
                                                        ------------
<FN>
* Aggregate cost for Federal income tax purposes.
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

                                       28
<PAGE>
HARTFORD AGGRESSIVE GROWTH FUND, INC.
STATEMENT OF NET ASSETS
DECEMBER 31, 1994


<TABLE>
<CAPTION>
                                                 MARKET
  SHARES                                         VALUE
- -----------                                  --------------
<C>          <S>                             <C>
COMMON STOCKS
             BUSINESS SERVICES -- 2.4%
   *400,000  Autofinance Group Inc.........  $    3,500,000
    250,000  McKesson......................       8,156,250
   *615,000  Merisel Inc...................       4,920,000
   *325,000  Tabcorp ADR 144A..............       5,924,068
   *160,000  Vivus.........................       2,440,000
    179,500  Wheelabrator Technologies.....       2,647,625
                                             --------------
                                                 27,587,943
                                             --------------
             CONSUMER DURABLES -- 1.8%
   *130,000  Detroit Diesel Corp...........       2,778,750
    200,000  General Motors Class H........       6,975,000
   *277,500  International Imaging
               Materials...................       9,018,750
    185,000  EK Chor China Motorcycle
               Co..........................       2,520,625
                                             --------------
                                                 21,293,125
                                             --------------
             CONSUMER NON-DURABLES -- 4.5%
    105,000  Baesa ADR.....................       3,386,250
   *375,000  Canandaigua Wine Co. Class
               A...........................      14,250,000
    375,000  Dreyers Grand Ice Cream
               Inc.........................       9,281,250
   *137,000  Duracraft Corp................       4,366,875
    200,000  Eastman Kodak.................       9,550,000
    145,700  Reebok International Ltd......       5,755,150
    280,000  Universal Corp................       5,565,000
                                             --------------
                                                 52,154,525
                                             --------------
             CONSUMER SERVICES -- 1.5%
   *395,070  Autotote Corp. Class A........       4,493,921
   *625,000  Hanover Direct Inc............       2,343,750
   *200,000  Rogers Cantel Mobile
               Communications Class B......       5,831,260
    434,000  Sotheby's Holdings Class A....       4,991,000
                                             --------------
                                                 17,659,931
                                             --------------
             COMPUTER SERVICES -- 5.4%
   *262,000  Bisys Group Inc...............       5,796,750
   *225,000  BMC Software Inc..............      12,796,875
   *400,000  Cray Computer Corp............         412,520
   *380,000  Interleaf Inc.................       1,330,000
    120,000  International Business Machine
               Corp........................       8,820,000
   *326,500  McAfee Associates Inc.........       6,611,625
    *24,900  Norand Corp...................         883,950
   *265,000  Parallan Computer.............       1,060,000
   *210,000  Policy Management Systems.....       8,820,000
   *975,000  SHL Systemhouse Inc...........       4,996,875
   *320,000  Symbol Technologies...........       9,880,000
   *200,000  Teledata Communcations........         950,000
                                             --------------
                                                 62,358,595
                                             --------------
             ELECTRONICS -- 9.7%
   *160,000  Advanced Micro Devices Inc....       3,980,000
    375,000  Augat Inc.....................       7,078,125
   *141,300  Broad Band Technologies
               Inc.........................       4,309,650
   *126,300  California Microwave..........       4,609,950
   *225,000  Cirrus Logic Inc..............       5,062,500
   *315,000  Cognex Corp...................       8,111,250
   *200,000  General Datacomm Industries
               Inc.........................       6,475,000
   *350,000  General Instrument............      10,500,000
   *280,000  Geotek Communications.........       2,415,000
   *149,700  Macromedia Inc................       3,817,350
    300,000  Molex Inc. Non Voting A.......       9,300,000
    250,000  Motorola Inc..................      14,468,750
    270,000  Northern Telecom Ltd..........       9,011,250

             ELECTRONICS -- (CONTINUED)
    375,000  Philips NV ADR................  $   11,015,625
   *350,200  Silicon Valley Group..........       7,222,875
   *100,000  Vishay Intertechnology........       4,900,000
                                             --------------
                                                112,277,325
                                             --------------
             ENERGY & SERVICES -- 3.1%
    118,100  Coflexip ADR..................       2,745,825
   *250,000  Energy Service Inc............       3,062,500
   *365,000  Home Oil Co. Ltd..............       3,832,500
   *398,200  Input Output Inc..............       9,407,475
    400,000  Lasmo PLC-ADR.................       2,650,000
   *600,800  Maxus Enegry Corp.............       2,027,700
    300,000  Petroleum Heat & Power Class
               A...........................       2,775,000
   *385,000  Rowan Cos.....................       2,358,125
    300,000  USX-Marathon Group............       4,912,500
   *300,000  Varco International...........       1,875,000
                                             --------------
                                                 35,646,625
                                             --------------
             FINANCIAL SERVICES -- 9.3%
    340,000  Ace Ltd.......................       7,947,500
   *320,000  Anchor Bancorp. Inc...........       4,320,000
    150,000  Chubb Corp....................      11,606,250
    150,000  Crestar Financial Corp........       5,643,750
    380,000  Fleet Financial Group Inc.....      12,350,000
    305,000  Foothill Group Inc............       4,575,000
    490,000  Green Point Financial Corp....      10,106,250
   *261,800  Imperial Credit Industries....       2,225,300
    180,000  John Alden Financial..........       5,175,000
    340,000  Lehman Brothers Holdings......       5,015,000
     80,070  Long Island Bancorp...........       1,171,024
    150,000  Midlantic Corp. Inc...........       3,975,000
    285,000  Morgan Stanley Group..........      16,815,000
    310,000  Transatlantic Holding Inc.....      17,321,250
                                             --------------
                                                108,246,324
                                             --------------
             FOREIGN SECURITIES -- 0.4%
    203,480  Hafslund Nyco A...............       4,346,963
                                             --------------
             HEALTHCARE -- 13.1%
    290,000  A L Pharmaceutical Inc. Class
               A...........................       5,872,500
   *425,000  Abbey Healthcare Group Inc....       9,881,250
   *200,000  Amylin Pharmaceutical Inc.....       1,200,000
   *200,000  Athena Neurosciences..........       1,125,000
   *376,800  Beverly Enterprises...........       5,416,500
 *1,100,000  Biomet........................      15,400,000
     38,500  Collagen Corp.................         875,875
   *310,400  Coram Healthcare..............       5,121,600
   *223,000  Dura Pharmaceuticals..........       3,233,500
   *414,800  FHP International.............      10,681,100
   *130,000  Genetics Institute-Depository
               Shares......................       4,680,000
   *348,750  Grancare Inc..................       6,103,125
   *420,000  Haemonetics...................       7,245,000
     91,520  Hafslund Nycomed-Class B
               ADR.........................       1,887,600
   *420,000  Hillhaven Corp................       8,925,000
   *150,000  Immunex.......................       2,231,250
   *275,000  Incontrol.....................       2,818,750
   *240,000  Isomedix Inc..................       3,780,000
   *240,000  Medic Computer Systems Inc....       7,440,000
   *310,000  Physician Corp. of America....       6,355,000
   *100,000  Sci-Med Life Systems..........       5,050,000
   *300,000  Sybron Corp...................      10,350,000
   *354,000  Syncor International Corp.....       2,478,000
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

                                       29
<PAGE>

<TABLE>
<CAPTION>
                                                MARKET
  SHARES                                         VALUE
- -----------                                  -------------
<C>          <S>                             <C>
COMMON STOCKS -- (CONTINUED)
             HEALTHCARE -- (CONTINUED)
   *201,900  Value Health Inc..............  $    7,520,775
    400,000  Zeneca Group ADR..............      16,450,000
                                             --------------
                                                152,121,825
                                             --------------
             INDUSTRIAL MATERIALS -- 7.7%
   *415,400  Beazer Homes USA Inc..........       4,829,025
    315,000  British Steel PLC-ADR.........       7,638,750
    133,700  Cambrex.......................       3,476,200
    420,000  Englehard Corp................       9,345,000
     14,700  Huntco Inc. Class A...........         323,400
    100,000  Lennar Corp...................       1,550,000
    150,000  Loctite Corp..................       6,975,000
    260,000  Longview Fibre................       4,095,000
    205,000  Louisiana Pacific Corp........       5,586,250
   *300,000  M/I Schottenstein Homes
               Inc.........................       2,100,000
    270,000  Morton International..........       7,695,000
    350,000  Nova Corp.....................       3,237,500
   *280,000  Owens Corning Fiberglass
               Corp........................       8,960,000
    330,000  Precision Castparts Corp......       6,682,500
    580,000  Quanex Corp...................      13,267,500
   *320,000  Southern Energy Homes Inc.....       3,560,000
   *215,000  Vengold Inc...................         456,875
                                             --------------
                                                 89,778,000
                                             --------------
             MANUFACTURING -- 10.2%
    150,000  Agco Corp.....................       4,556,250
    *60,600  Bally Gaming International
               Inc.........................         643,875
    150,000  Borg-Warner Automotive Inc....       3,768,750
   *200,000  Cherry Corp. Class A..........       2,900,000
    350,000  Cincinnati Milacron Inc.......       8,268,750
   *340,000  Credence Systems Corp.........       7,777,500
   *126,900  Glenayre......................       7,328,475
   *230,000  Johnstown America
               Industries..................       3,766,250
    130,000  McDonnell Douglas Corp........      18,460,000
    200,000  Northrop Grumman Corp.........       8,400,000
   *450,000  Oak Industries Inc............      10,293,750
    640,000  Raychem Corp..................      22,800,000
    350,000  Spartan Motors Inc............       4,681,250
    175,000  Wabash National Corp..........       6,825,000
    175,500  York International Corp.......       6,471,562
                                             --------------
                                                116,941,412
                                             --------------
             MEDIA & SERVICES -- 4.4%
   *290,000  Comcast UK Cable..............       4,640,000
   *215,000  Emmis Broadcast Corp..........       2,902,500
   *228,700  Evergreen Media Corp. Class
               A...........................       4,002,250
   *200,000  IVI Publishing Inc............       2,300,000
   *175,000  International Cabletel Inc....       4,856,250
   *350,000  Jacor Communications Inc......       4,637,500
   *290,000  Lodgenet Entertainment
               Corp........................       2,193,125
    278,700  E.W. Scripps Co...............       8,430,675
   *190,000  Viacom Inc. Class B...........       7,718,730
   *415,000  Westwood One Inc..............       4,046,250
   *292,500  Young Broadcasting............       5,191,875
                                             --------------
                                                 50,919,155
                                             --------------
             POLLUTION CONTROL -- 2.1%
   *315,000  Catalytica Inc................         905,625
   *295,000  Ionics Inc....................      18,511,250
    205,000  WMX Technologies Inc..........       5,381,250
                                             --------------
                                                 24,798,125
                                             --------------
             REAL ESTATE -- 1.5%
    285,000  Avalon Properties Inc.........  $    6,555,000
    250,000  Liberty Property Trust........       4,906,250
    120,000  Oasis Residential.............       2,940,000
    210,000  Saul Centers Inc..............       3,097,500
                                             --------------
                                                 17,498,750
                                             --------------
             RETAIL -- 7.3%
   *610,000  Carr-Gottstein Foods Co.......       3,965,000
    500,000  Cash America Investments
               Inc.........................       4,937,500
   *450,000  Cheesecake Factory............       7,087,500
   *185,000  Compusa Inc...................       2,775,000
   *675,000  Egghead Inc...................       7,931,250
   *150,000  Ethan Allen Inc...............       3,637,500
    375,000  Fingerhut Companies Inc.......       5,812,500
    260,000  The Gap, Inc..................       7,930,000
   *510,000  Home Shopping Network.........       5,100,000
    269,200  Intelligent Electronics.......       2,153,600
   *290,000  Landry's Seafood
               Restaurants.................       8,228,750
   *350,000  Musicland Stores Inc..........       3,150,000
    165,000  J.C. Penney...................       7,363,125
    *91,900  The Sports Authority Inc......       1,929,900
   *250,000  Urban Outfitters Inc..........       6,812,500
   *500,000  Whole Foods Market............       5,125,000
                                             --------------
                                                 83,939,125
                                             --------------

             TECHNOLOGY -- 2.1%
    150,000  American Superconductor
               Corp........................       3,712,500
    350,000  Cheyenne Software Corp........       4,637,500
    165,000  Computer Sciences Corp........       8,415,000
    150,000  EMC Corp......................       3,243,750
    *50,000  Powersoft Corp................       4,112,500
                                             --------------
                                                 24,121,250
                                             --------------
             TRANSPORTATION & SERVICES -- 4.1%
   *240,000  AMR...........................      12,780,000
   *350,000  Continental Airlines Class
               B...........................       3,237,500
   *213,800  Landstar System Inc...........       7,001,950
   *460,000  M.S. Carriers.................      10,005,000
    300,000  Skywest Inc...................       3,750,000
    450,000  Werner Enterprises, Inc.......      10,687,500
                                             --------------
                                                 47,461,950
                                             --------------
             UTILITIES -- 0.7%
   *250,000  The Columbia Gas System,
               Inc.........................       5,875,000
   *380,000  Petersburg Long Distance
               Inc.........................       2,422,500
                                             --------------
                                                  8,297,500
                                             --------------
             Total Common Stocks...........  $1,057,448,448
                                             --------------
                                             --------------

CONVERTIBLE PREFERRED STOCKS -- 2.1%
             CONSUMER DURABLES -- 1.1%
     90,000  Chrysler Corp. 144-A..........      12,341,250
                                             --------------
             CONSUMER NON-DURABLES -- 0.6%
  1,200,000  RJR Nabisco Preferred Equity
               Redemption Cumulative
               Stock.......................       7,200,000
                                             --------------
             FINANCIAL SERVICES -- 0.4%
    160,000  Glendale Federal Bank Class
               E...........................       4,460,000
                                             --------------
             Total Convertible Preferred
               Stocks......................  $   24,001,250
                                             --------------
                                             --------------
</TABLE>

                                       30
<PAGE>
HARTFORD AGGRESSIVE GROWTH FUND, INC.
STATEMENT OF NET ASSETS -- (CONTINUED)
DECEMBER 31, 1994



<TABLE>
<CAPTION>
 PRINCIPAL                                      MARKET
  AMOUNT                                         VALUE
- -----------                                  --------------
<C>          <S>                             <C>
CONVERTIBLE CORPORATE BONDS -- 0.7%
             UTILITIES
  7,250,000  Rohr Inc.
               7.750% due 05/15/04.........  $    7,766,563
                                             --------------
                                             --------------
  SHARES
- -----------
NON-CONVERTIBLE PREFERRED STOCK -- 1.0$%
    160,000  Nokia Preferred ADR...........  $   12,000,000
                                             --------------
                                             --------------

 PRINCIPAL
  AMOUNT
- -----------
SHORT-TERM SECURITIES -- 4.5%
$52,700,000  Repurchase Agreement dated
               12/30/94 with Donaldson,
               Lufkin & Jenrette 5.875% due
               01/03/95; maturity amount
               $52,734,401; (Collateralized
               by $14,680,000 U.S. Treasury
               Note 9.500% due 11/15/95 and
               $41,582,000 U.S. Treasury
               Note 6.250% due 02/15/03)...  $  52,700,000
                                             --------------
                                             --------------
</TABLE>

<TABLE>
<CAPTION>
                                                            MARKET
                                                            VALUE
                                                        --------------
<S>                                            <C>      <C>
DIVERSIFICATION OF ASSETS:
Total common stocks..........................   91.3%   $1,057,448,448
Total convertible preferred stocks...........    2.1        24,001,250
Total convertible corporate bonds............    0.7         7,766,563
Total non-convertible preferred stock........    1.0        12,000,000
Total short-term securities..................    4.5        52,700,000
                                               ------   --------------
Total investment in securities
  **(Identified cost $1,125,734,985).........   99.6%    1,153,916,261
Excess of cash and receivables over
  liabilities................................    0.4         4,727,377
                                               ------   --------------
Net assets (Applicable to $2.85988 per share
  based on 405,137,719 shares outstanding)...  100.0%   $1,158,643,638
                                               ------   --------------
                                               ------   --------------

SUMMARY OF SHAREHOLDERS' EQUITY:
Capital stock, par value $.10 per share; authorized
  800,000,000 shares; outstanding 405,137,719
  shares.............................................   $   40,513,772
Capital surplus......................................    1,026,164,106
Undistributed net realized gain on investments.......       63,993,984
***Unrealized (loss) on futures contracts............         (193,825)
Unrealized appreciation of investments...............       28,181,276
Unrealized depreciation on forward currency
  contracts..........................................          (15,675)
                                                        --------------
Net assets, applicable to shares outstanding.........   $1,158,643,638
                                                        --------------
                                                        --------------
<FN>
  * Non-income producing during period.
 ** Aggregate cost for Federal income tax purposes.
***  The Fund  has 110 Standard  & Poor's  March 1995 futures  contracts open at
    December 31, 1994. These contracts have a value of $25,374,250.
   See note 2(f).
</TABLE>

    FUTURES CURRENCY CONTRACTS -- NOTE 2 -- OUTSTANDING AT DECEMBER 31, 1994

<TABLE>
<CAPTION>
                                  TOTAL     AGGREGATE   DELIVERY      UNREALIZED
DESCRIPTION                       VALUE     FACE VALUE    DATE     APPREC./(DEPREC.)
- ------------------------------  ----------  ----------  ---------  -----------------
<S>                             <C>         <C>         <C>        <C>
Dutch Guilders (Sell)           $10,015,675 $10,000,000  05/18/95      $ (15,675)
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

                                       31
<PAGE>
HARTFORD MORTGAGE SECURITIES FUND, INC.
STATEMENT OF NET ASSETS
DECEMBER 31, 1994

<TABLE>
<CAPTION>
 PRINCIPAL                                      MARKET
  AMOUNT                                         VALUE
- -----------                                  -------------
<C>          <S>                             <C>

LONG-TERM BONDS -- 95.0%
             FEDERAL AGENCIES COLLATERALIZED MORTGAGE
             OBLIGATION -- 15.7%
             Federal National Mortgage
               Association
$    18,564    0.000% due 01/25/21.........  $     18,460
(A)2,000,000   3.754% due 12/25/08 (Inverse
               Floater)....................     1,055,138
  5,000,000    5.750% due 07/25/06.........     4,480,050
(A)6,645,695   6.898% due 03/25/09 (Inverse
               Floater)....................     2,872,186
  1,520,631    7.950% due 03/25/20.........     1,502,642
  6,733,185    8.500% due 03/25/19 -
               06/25/19....................     6,731,256
  5,000,000    8.750% due 02/25/18.........     5,023,550
  4,539,909    9.000% due 01/25/17 -
               03/25/19....................     4,565,203
  1,400,000    9.250% due 12/25/03.........     1,411,690
  1,418,713    11.000% due 04/01/09........     1,486,223
(B)  50,000    1,144.141% due 01/25/22
               (Interest Only).............     3,075,000
                                             -------------
                                               32,221,398
                                             -------------
             Federal Home Loan Mortgage
               Corp.
  5,000,000    5.750% due 03/15/19.........     4,427,600
  4,679,000    5.850% due 02/15/18.........     4,151,068
  5,000,000    6.000% due 01/15/08.........     4,234,550
  2,588,645    8.100% due 12/15/04.........     2,588,334
                                             -------------
                                               15,401,552
                                             -------------
             FEDERAL AGENCIES MORTGAGE PASS-THROUGHS --
             55.4%
             Federal National Mortgage
               Association
      5,662    6.000% due 01/01/24.........         4,817
 10,613,936    6.500% due 04/01/14 -
               12/01/23....................     9,333,635
 29,116,454    7.000% due 02/01/23 -
               08/01/24....................    26,415,391
 17,700,000    7.500% due 03/01/24.........    16,521,853
 24,179,714    8.000% due 06/01/24 -
               12/01/24....................    23,159,644
  6,169,005    8.500% due 06/01/24 -
               12/01/24....................     6,049,481
                                             -------------
                                               81,484,821
                                             -------------
             Federal Home Loan Mortgage
               Corp.
 14,822,425    7.000% due 01/01/24 -
               07/01/24....................    13,483,271
  8,222,622    8.000% due 02/01/13 -
               11/01/24....................     7,886,009
  4,194,957    8.500% due 07/01/01 -
               06/01/03....................     4,166,472
    694,796    10.000% due 09/01/05........       719,649
                                             -------------
                                               26,255,401
                                             -------------
             Government National Mortgage
               Association
 33,019,365    7.500% due
               06/01/09-10/15/24...........    31,022,370
 20,000,380    8.000% due
               09/15/05-11/15/24...........    19,206,292
  5,502,712    9.500% due
               10/15/09-11/15/09...........     5,666,141
  3,265,086    10.000% due
               11/15/09-05/15/13...........     3,428,442
  1,031,455    11.000% due
               02/15/10-09/15/10...........     1,131,360
    136,800    11.250% due 01/15/01........       144,845
    119,836    12.000% due 05/15/15........       133,110
    138,484    12.500% due
               06/15/14-08/15/15...........       154,882
     43,885    13.000% due 11/15/14........        49,534
      8,859    13.500% due 07/15/14........        10,093
                                             -------------
                                               60,947,069
                                             -------------
             ASSET BACKED -- 2.1%
             Corestates 94-1 A
  4,752,652    6.650% due 05/15/09.........     4,545,674
             Fleet 94-B A
  1,850,833    6.750% due 03/15/10.........     1,777,243
                                             -------------
                                                6,322,917
                                             -------------
             CONVENTIONAL COLLATERALIZED MORTGAGE
             OBLIGATIONS -- 5.3%
             Green Tree Financial
$ 5,000,000    4.900% due 10/15/18.........  $  4,737,200
  5,000,000    5.200% due 10/15/18.........     4,590,400
  3,100,000    5.450% due 10/15/18.........     2,775,430
  4,500,000    5.850% due 01/15/19.........     4,148,280
                                             -------------
                                               16,251,310
                                             -------------
             CONVENTIONAL MORTGAGE PASS-THROUGHS -- 0.2%
             Ryland Series 82
    598,541    10.250% due 03/25/11........       598,541
                                             -------------
             COLLATERALIZED MORTGAGE OBLIGATIONS -- 10.3%
             CMC 92-D IIL
  1,838,683    7.200% due 12/25/08.........     1,805,473
             CWF 93-C A1
  4,494,604    6.500% due 01/25/24.........     4,353,028
             CMO 52 CL A
(B)1,276,562   0.000% due 05/01/17
               (Principal Only)............       712,271
             G E 94-24CL A1
  4,911,486    7.000% due 07/25/24.........     4,665,430
             HSI 93E CL E15
  6,027,076    10.00% due 09/25/08.........     6,285,891
             Paine Webber 94-7 CL AA
  4,666,356    6.750% due 04/25/24.........     4,515,820
             Prudential 92-43 A-2
     38,163    7.500% due 01/25/23.........        38,095
             Saxon 94-9 A
  9,605,124    7.000% due 07/25/09.........     8,841,487
             Smart 92-5 B
     15,641    8.000% due 05/22/22.........        15,641
                                             -------------
                                               31,233,136
                                             -------------
             U.S. GOVERNMENTS -- 6.0%
             U.S. Treasury Notes
 10,000,000    5.750% due 08/15/03.........     8,690,620
 10,300,000    6.375% due 08/15/02.........     9,434,151
                                             -------------
                                               18,124,771
                                             -------------
             Total Long-Term Bonds.........  $288,840,916
                                             -------------
                                             -------------
SHORT-TERM SECURITIES -- 17.0%
             COMMERCIAL PAPER -- 7.2%
             American Home Products
  3,000,000    6.050% due 01/12/95.........     2,993,950
             American Honda Finance
  3,000,000    6.120% due 01/10/95.........     2,994,900
             ANZ (Delaware) Inc.
  3,000,000    6.100% due 01/03/95.........     2,998,475
             Goldman Sachs Group Limited
               Partnership
  3,000,000    6.020% due 01/18/95.........     2,990,970
             Cooper Industries
  3,000,000    6.000% due 01/06/95.........     2,997,000
             Fleet Financial Group
  1,000,000    5.950% due 02/02/95.........       994,546
             Pepsico Inc.
  3,000,000    6.100% due 01/10/95.........     2,994,917
             USL Capital
  3,000,000    6.050% due 01/06/95.........     2,996,975
                                             -------------
                                               21,961,733
                                             -------------
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.


                                      32

<PAGE>

HARTFORD MORTGAGE SECURITIES FUND, INC.
STATEMENT OF NET ASSETS -- (CONTINUED)
DECEMBER 31, 1994

<TABLE>
<CAPTION>
 PRINCIPAL                                      MARKET
  AMOUNT                                         VALUE
- -----------                                  -------------
<C>          <S>                             <C>
SHORT-TERM SECURITIES -- (CONTINUED)
             REPURCHASE AGREEMENTS -- 9.8%
$29,955,000  Repurchase Agreement dated
               12/30/94 with Lehman 6.050%
               due 01/03/95; maturity
               amount $29,975,136;
               (Collateralized by
               $15,081,000 Federal National
               Mortgage Association 6.500%
               due 09/01/23 and $10,879,000
               Federal Home Loan Mortgage
               Corp 6.500% due 06/01/08 and
               $3,995,000 Federal Home Loan
               Mortgage Corp. 6.500% due
               02/01/04)...................  $ 29,955,000
                                             -------------
             Total Short-Term Securities...  $ 51,916,733
                                             -------------
                                             -------------

DIVERSIFICATION OF ASSETS:
Total long-term bonds........................    95.0%    $288,840,916
Total short-term securities..................    17.0       51,916,733
                                               --------   ------------
Total investment in securities
  *(Identified cost $354,662,578)............   112.0      340,757,649
Excess of liabilities over cash and
  receivables................................   (12.0)     (36,611,082)
                                               --------   ------------
Net assets (Applicable to $.98438 per share
  based on 308,973,173 shares outstanding)...   100.0%    $304,146,567
                                               --------   ------------
                                               --------   ------------
SUMMARY OF SHAREHOLDERS' EQUITY:
Capital stock, par value $.10 per share; authorized
  800,000,000 shares; outstanding 308,973,173 shares...   $ 30,897,317
Capital surplus........................................    305,978,330
Undistributed net realized (loss) on investments.......    (18,824,150)
Unrealized depreciation of investments.................    (13,904,929)
                                                          ------------
Net assets, applicable to shares outstanding...........   $304,146,567
                                                          ------------
                                                          ------------
<FN>
 * Aggregate cost for Federal income tax purposes.
(A) Inverse Floaters -- Bonds  whose  return characteristics are linked to short
    term interest rates. In the event  that short term interest rates fall,  the
    return on the bond will be substantially enhanced. Conversely, as short term
    interest rise, the value of the bond will fall.
(B) Interest Only/Principal Only -- Securities created  by investment bankers by
    separating regular  bonds into  their principal  and coupon  components  and
    selling  each  piece  separately. If  the  underlying bonds  are  subject to
    prepayment,  the  interest  only  investor  is  at  risk  for  faster   than
    anticipated  prepayments  and the  principal only  investor  is at  risk for
    slower than anticipated prepayments.
    These instruments are used  for a very small  percentage of the funds assets
    when they are determined they improve the portfolio's return profile.
</TABLE>

THE ACCOMPNAYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.


                                       33
<PAGE>
HARTFORD INDEX FUND, INC.
STATEMENT OF NET ASSETS
DECEMBER 31, 1994


<TABLE>
<CAPTION>
                                                MARKET
  SHARES                                        VALUE
- -----------                                  ------------
<C>          <S>                             <C>
COMMON STOCKS -- 92.4%
             BUSINESS SERVICES -- 1.2%
      2,300  Alco Standard Corp............  $    144,325
     *1,150  Andrew Corp...................        60,088
      6,800  Donnelley (RR) & Sons.........       200,600
      7,400  Dun & Bradstreet Corp.........       407,000
      2,500  E G & G, Inc..................        35,313
     *2,500  Federal Express Corp..........       150,625
      1,600  Fleming Companies, Inc........        37,200
      5,450  Genuine Parts Co..............       196,200
      2,200  Grainger W W Inc..............       127,050
      4,300  Moore Corp. Ltd...............        81,161
      2,200  National Service Industries
               Inc.........................        56,375
      1,900  Ogden Corp....................        35,625
      3,300  Ryder Systems, Inc............        72,600
      2,500  Safety Kleen Corp.............        36,875
      3,100  Supervalu, Inc................        75,950
      8,100  Sysco Corp....................       208,575
                                             -------------
                                                1,925,562
                                             -------------
             COMPUTER & SERVICES -- 3.0%
    *10,800  Cisco Systems Inc.............       379,350
     *1,500  Data General Corp.............        15,000
     25,500  International Business Machine
               Corp........................     1,874,250
    *25,000  Microsoft Corp................     1,528,125
    *16,000  Novell Inc....................       274,000
      6,900  Pitney Bowes Inc..............       219,075
      4,600  Xerox.........................       455,400
                                             -------------
                                                4,745,200
                                             -------------
             CONSUMER DURABLES -- 3.0%
      3,700  Black & Decker Corporation....        87,875
      1,200  Briggs & Stratton.............        39,300
      4,200  Brunswick.....................        79,275
     15,300  Chrysler Corp.................       749,700
      3,600  Cooper Tire & Rubber
               Company.....................        85,050
      4,000  Dial Corp. Arizona............        85,000
      2,500  Echlin Inc....................        75,000
      2,000  Fleetwood.....................        37,500
     46,900  Ford Motor Co.................     1,313,200
     32,500  General Motors Corp...........     1,373,125
      1,100  The B.F. Goodrich Co..........        47,712
      6,500  Goodyear Tire & Rubber
               Company.....................       218,562
      6,700  Masco Corporation.............       151,588
      4,700  Maytag Corp...................        70,500
        500  Skyline Corp..................         9,625
      1,900  Snap-On Tools.................        63,175
      1,900  Stanley Works.................        67,925
      3,100  Whirlpool Corp................       155,775
                                             -------------
                                                4,709,887
                                             -------------
             CONSUMER NON-DURABLES -- 12.4%
      1,300  Alberto Culver Co.............        35,425
      8,800  American Brands Inc...........       330,000
      3,200  American Greetings Corp.
               Class.......................        86,400
     11,500  Anheuser Busch Cos. Inc.......       585,063
     22,425  Archer-Daniels-Midland........       462,516
      3,100  Avon Products.................       185,225
      1,300  Ball Corp.....................        40,950
      3,600  Brown-Forman..................       109,800
      3,400  Brunos Inc....................        28,475
      6,600  CPC International.............       351,450
     11,000  Campbell Soup Co..............       485,375
      2,400  Clorox Company................       141,300
     56,100  Coca-Cola Co..................     2,889,150

             CONSUMER NON-DURABLES -- (CONTINUED)
      6,800  Colgate Palmolive Co..........  $    430,950
     10,950  Conagra Inc...................       342,187
      1,700  Coors (Adolph) Class B........        28,475
     14,400  Eastman Kodak.................       687,600
      6,900  General Mills Co..............       393,300
      2,600  Giant Food, Inc...............        56,550
      9,600  Gillette Co...................       717,600
      1,700  Great Atlantic & Pacific Tea
               Co..........................        30,811
      1,400  Handleman Co..................        15,925
      3,850  Hasbro, Inc...................       112,613
     11,000  H.J. Heinz Company............       404,250
      3,900  Hershey Foods Corp............       188,663
     10,000  Kellogg Co....................       581,250
      7,000  Kimberly Clark Corp...........       353,500
      3,500  Liz Claiborne, Inc............        59,063
      6,800  Newell Co.....................       142,800
      3,300  Nike, Inc. Class B............       246,263
        600  Oshkosh B Gosh Inc............         8,400
     34,600  Pepsico Inc...................     1,254,250
      4,500  Pet Inc.......................        88,875
     38,200  Philip Morris.................     2,196,500
      3,900  Pioneer Hi-Bred
               International...............       134,550
      2,000  Polaroid Corp.................        65,000
      2,800  Premark International.........       122,500
     29,900  Proctor and Gamble............     1,853,800
      6,000  Quaker Oats Co................       184,500
      4,500  Ralston Purina Group..........       200,812
      3,700  Reebok International Ltd......       146,150
      7,000  Rubbermaid, Inc...............       201,250
      1,800  Russell Corp..................        56,475
     20,700  Sara Lee Corp.................       522,675
     16,000  Seagram.......................       472,000
      2,200  Stride Rite Corp..............        24,475
      9,100  UST Inc.......................       252,525
      7,100  Unilever NV New York Shares...       827,150
      2,800  V F Corp......................       136,150
      4,700  Whitman Corp..................        81,075
      3,300  Winn Dixie Stores Inc.........       169,536
      5,200  Wrigley Wm. Jr. Co............       256,750
                                             -------------
                                               19,778,327
                                             -------------
             CONSUMER SERVICES -- 1.0%
    *21,400  Airtouch Communications.......       623,275
      2,000  Bally Entertainment Corp......        12,250
      4,600  H & R Block, Inc..............       170,775
      3,600  De Luxe Corp..................        95,400
      3,300  Harcourt General Inc..........       116,325
      1,400  John H. Harland Co............        28,000
      2,100  Hilton Hotels Corporation.....       141,487
      5,100  Marriott International Inc....       143,438
     *4,550  Promus Cos. Inc...............       141,050
      3,700  Service Corp. International...       102,675
                                             -------------
                                                1,574,675
                                             -------------
             ELECTRONICS -- 2.1%
     *4,000  Advanced Micro Devices Inc....        99,500
      4,600  Amp Inc.......................       334,650
     18,200  Intel Corp....................     1,162,525
     24,300  Motorola Inc..................     1,406,362
     11,000  Northern Telecom Ltd..........       367,125
                                             -------------
                                                3,370,162
                                             -------------

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

                                       34
<PAGE>
HARTFORD INDEX FUND, INC.
STATEMENT OF NET ASSETS -- (CONTINUED)
DECEMBER 31, 1994


                                               MARKET
  SHARES                                        VALUE
- -----------                                  ------------

COMMON STOCKS -- (CONTINUED)
             ENERGY & SERVICES -- 9.6%
      4,100  Amerada Hess Corp.............  $    187,063
     15,200  American Barrick Resource.....       338,200
     21,700  Amoco Corporation.............     1,283,013
      2,600  Ashland Oil...................        89,700
      6,900  Atlantic Richfield............       702,075
      6,100  Baker Hughes, Inc.............       111,325
      5,700  Burlington Resources..........       199,500
     28,400  Chevron Corp..................     1,267,350
      4,550  Coastal Corp..................       117,163
      7,600  Dresser Industries............       143,450
     54,200  Exxon.........................     3,292,650
      3,600  Fluor Corp....................       155,250
      5,100  Halliburton Co................       168,938
      1,100  Helmerich & Payne Inc.........        28,188
      2,300  Kerr McGee Corp...............       105,800
      1,400  Louisiana Land & Exploration
               Co..........................        50,925
      5,800  Maxus Enegry Corp.............        19,575
      2,300  McDermott International.......        56,925
     17,400  Mobil Corp....................     1,465,950
        400  Nacco.........................        19,350
     13,300  Occidental Petroleum Corp.....       256,025
      4,200  Oryx Energy Company...........        49,875
      5,200  Panhandle Eastern Corp........       102,700
      2,000  Pennzoil Co...................        88,250
     11,400  Phillips Petroleum............       373,350
     *3,700  Rowan Cos.....................        22,662
     23,300  Royal Dutch Petroleum.........     2,504,750
      4,012  Santa Fe Energy Resources
               Corp........................        32,095
     10,800  Schlumberger Ltd..............       544,050
      4,600  Sun Company, Inc..............       132,250
     11,300  Texaco Inc....................       676,588
      1,800  Transco Energy Co.............        29,925
     12,500  USX-Marathon Group............       204,686
     10,500  Unocal Corp...................       286,125
        500  Zurn Industries...............         9,000
                                             -------------
                                               15,114,721
                                             -------------
             FINANCIAL SERVICES -- 10.4%
      5,300  Aetna Life & Casualty Co......       249,763
      5,100  H.F. Ahmanson & Company.......        82,238
      1,800  Alexander & Alexander.........        33,300
     21,500  American Express Co...........       634,250
      9,400  American General Corp.........       265,550
     14,288  American International
               Group.......................     1,400,175
     17,790  Banc One Corp.................       451,421
      4,600  Bank of Boston................       119,025
     16,236  Bank America Corporation......       641,322
      3,600  Bankers Trust.................       199,350
      4,200  Barnett Banks Inc.............       161,175
      2,200  Beneficial Corp...............        85,800
      4,500  Boatman Bancshares............       122,063
      3,500  Cigna Corporation.............       222,688
      8,000  Chase Manhattan...............       275,000
     10,968  Chemical Banking Corp.........       393,477
      4,100  Chubb Corp....................       317,238
     17,000  Citicorp......................       703,375
      2,500  Continental Corp..............        47,500
      6,300  Corestates Financial Corp.....       163,800
      7,356  Dean Witter Discover & Co.....       249,184
      7,800  Federal Home Loan Mortgage
               Corp........................       393,900
     12,000  Federal National Mortgage
               Association.................       874,500
      4,200  First Chicago Corporation.....       200,550
      3,500  First Fidelity Bancorp........       157,063

             FINANCIAL SERVICES -- (CONTINUED)
      3,400  First Interstate Bancorp......  $    229,925
      7,300  First Union Corporation.......       302,038
      6,000  Fleet Financial Group Inc.....       195,000
      4,000  General RE Corp...............       495,000
      2,800  Golden West Financial.........        98,700
      5,700  Great Western Financial
               Corp........................        91,200
      4,100  Household International
               Inc.........................       152,213
      2,200  Jefferson Pilot Corp..........       114,125
     10,401  Keycorp.......................       260,025
      4,300  Lincoln National Corp.........       150,500
      6,500  MBNA Corp.....................       151,938
      3,400  Marsh and McLennan Cos.,
               Inc.........................       269,450
      6,300  Mellon Bank Corporation.......       192,937
      8,800  Merrill Lynch & Co. Inc.......       314,600
      8,400  J.P. Morgan...................       470,400
      7,000  NBD Bancorp...................       191,625
      6,400  National City Corp............       165,600
     12,264  Nationsbank Corp..............       553,412
     13,500  Norwest Corporation...........       315,562
     10,200  PNC Bank Corp.................       215,475
      4,400  Providian Corp................       135,850
      1,200  Pulte Corp....................        27,600
      2,900  Safeco Corp...................       150,800
      4,000  St. Paul Cos, Inc.............       179,000
      4,800  Salomon Brothers..............       180,000
      5,100  Shawmut National Corp.........        83,512
      5,400  Sun Trust Banks, Inc..........       257,850
      3,400  Torchmark Corp................       118,575
      3,600  Transamerica Corp.............       179,100
     14,191  Travelers Inc.................       461,207
      3,400  Unum Corp.....................       128,350
      3,800  USF&G Corporation.............        51,775
      4,350  U.S. Bancorp Oregon...........        98,417
      7,200  U.S. Healthcare Inc...........       297,000
      1,000  U.S. Life Corp................        34,875
      7,500  Wachovia Corp.................       241,875
      2,400  Wells Fargo & Company.........       348,000
                                             -------------
                                               16,347,218
                                             -------------
             HEALTHCARE -- 8.3%
     36,200  Abbott Laboratories...........     1,181,025
      2,900  Allergan Inc..................        81,925
     *3,400  Alza Corp. Del................        61,200
     13,500  American Home Products
               Corp........................       847,125
     *5,900  Amgen.........................       348,100
      2,300  Bard C. R. Inc................        62,100
      2,600  Bausch & Lomb Inc.............        88,075
     12,000  Baxter International..........       399,000
      3,300  Becton, Dickinson.............       158,400
      3,600  Beverly Enterprises...........        51,750
     *5,000  Biomet........................        70,000
     22,600  Bristol-Myers Squibb
               Company.....................     1,307,975
     15,621  Columbia/HCA Healthcare
               Corp........................       570,176
      1,900  Community Psychiatric
               Centers.....................        20,900
     28,000  Johnson & Johnson.............     1,533,000
     12,800  Lilly Eli & Co................       840,000
      3,300  Mallinckrodt Group Inc........        98,588
      2,500  Manor Care Inc................        68,438
      5,000  Medtronic, Inc................       278,125
     54,700  Merck & Co., Inc..............     2,085,437
      1,200  Millipore Corp................        58,050
      7,200  National Medical
               Enterprises.................       101,700
     13,200  Pfizer, Inc...................     1,019,700

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

                                       35
<PAGE>

                                                MARKET
  SHARES                                         VALUE
- -----------                                  -------------

COMMON STOCKS -- (CONTINUED)

             HEALTHCARE -- (CONTINUED)
      2,000  St. Jude Medical Inc..........  $     79,500
      8,400  Schering-Plough Corp..........       621,600
      1,000  Shared Medical Systems
               Corp........................        32,750
     *7,500  United Healthcare Corp........       338,436
      2,400  United States Surgical........        45,600
      7,600  The Upjohn Company............       233,700
      5,900  Warner-Lambert Company........       454,300
                                             -------------
                                               13,076,675
                                             -------------
             INDUSTRIAL MATERIALS -- 7.8%
      5,000  Air Products & Chemical
               Corp........................       223,125
      9,900  Alcan Aluminum Ltd............       251,213
      3,900  Aluminum Company of America...       337,838
      4,500  Armco Inc.....................        29,813
      1,600  Armstrong World Industries,
               Inc.........................        61,600
      1,800  Asarco Corporation............        51,300
      2,500  Avery Dennison
               International...............        88,750
        562  Bassett Furniture Inc.........        16,017
      2,200  Bemis Co......................        52,800
     *4,700  Bethlehem Steel Corp..........        84,600
      1,700  Boise Cascade Corp............        45,475
      1,400  Centex Corp...................        31,850
      4,200  Champion International
               Corp........................       153,300
      9,600  Corning Inc...................       286,800
      1,300  Crane Company.................        34,938
     *3,800  Crown Cork & Seal.............       143,450
      4,000  Cyprus Amax Minerals..........       104,500
     12,000  Dow Chemical..................       807,000
     29,500  DuPont EI De Nemours..........     1,659,375
      3,575  Eastman Chemical Co...........       180,538
      5,000  Echo Bay Mines Ltd............        53,125
      2,800  Ecolab Inc....................        58,800
      4,175  Englehard Corp................        92,894
      1,600  FMC Corp......................        92,400
      1,800  Federal Paper Board Inc.......        52,200
        900  First Mississippi Corp........        22,500
      3,900  Georgia-Pacific Corp..........       278,850
      1,500  Giddings & Lewis..............        22,125
      4,100  Grace (W.R.) Company..........       158,363
      3,100  Great Lakes Chemical..........       176,700
      1,800  Hercules Inc..................       207,675
      6,100  Homestake Mining..............       104,461
      5,100  Inco Co. Ltd..................       145,988
     *1,800  Inland Steel Company..........        63,225
      4,900  International Flavors &
               Fragrances..................       226,625
      5,400  International Paper Co........       407,025
      3,600  James River Corp..............        72,900
      1,400  Kaufman & Broad Home Corp.....        18,025
      4,900  Louisiana Pacific Corp........       133,525
      2,600  Mead Corp. (The)..............       126,425
     18,600  Minnesota Mining &
               Manufacturing Co............       992,775
      5,200  Monsanto Co...................       366,600
      1,400  Morrison Knudsen Corp.........        17,850
      6,300  Morton Intl...................       179,550
      3,000  Nalco Chemical Co.............       100,500
      3,744  Newmont Mining................       134,795
      3,800  Nucor Corp....................       210,900
      1,900  Owens Corning Fiberglass
               Corp........................        60,800
      9,200  PPG Industries, Inc...........       341,550
      5,133  Pall Corp.....................        96,244
      3,100  Phelps Dodge Corp.............       191,811

             INDUSTRIAL MATERIALS -- (CONTINUED)
     10,500  Placer Dome, Inc..............  $    228,375
      1,300  Potlatch Corp.................        48,425
      5,800  Praxair.......................       118,900
      2,600  Reynolds Metal Co.............       127,400
      3,000  Rohm & Haas Co................       171,375
     *5,707  Santa Fe Pacific Gold Corp....        73,477
      3,200  Scott Paper Co................       221,200
      3,900  Sherwin Williams..............       129,187
      2,100  Sigma Aldrich Corp............        69,300
        800  Springs Industries Inc........        29,600
      3,830  Stone Container Corporation...        66,068
      2,400  Temple-Inland Inc.............       108,300
      3,160  USX - U.S. Steel Group........       112,180
      3,000  Union Camp Corp...............       141,375
      6,600  Union Carbide Corp............       193,875
      2,900  Westvaco Corp.................       113,825
      8,900  Weyerhaeuser Company..........       333,750
      4,500  The Williams Companies........       113,061
      3,875  Worthington Industries........        77,500
                                             -------------
                                               12,328,661
                                             -------------

             MANUFACTURING -- 7.5%
     12,400  Allied Signal Inc.............       421,600
     14,800  Boeing Company................       691,900
      9,200  Caterpillar, Inc..............       507,150
      1,500  Cincinnati Milacron Inc.......        35,438
        800  Clark Equipment Co............        43,400
      5,000  Cooper Industries.............       170,625
      1,600  Cummins Engine................        72,400
      4,200  Dana Corporation..............        98,175
      3,900  Deere & Company...............       258,375
      2,500  Dover Corp....................       129,063
      1,500  E Systems Inc.................        62,438
      3,000  Eaton Corp....................       148,500
     10,000  Emerson Electric Co...........       625,000
      1,600  Foster Wheeler Corp...........        47,600
      2,800  General Dynamics..............       121,800
     74,500  General Electric..............     3,799,500
      2,000  General Signal Corp...........        63,750
      1,900  Harnischfeger Industries
               Inc.........................        53,438
      5,900  Honeywell Inc.................       185,850
      4,900  Illinois Tool Works...........       214,375
      4,600  Ingersoll-Rand Company........       144,900
      1,800  Johnson Controls, Inc.........        88,200
      2,700  Lockheed......................       196,088
      3,600  Loral Corp....................       136,350
      4,200  Martin Marietta Corp..........       186,375
      7,302  Mattel, Inc...................       183,462
      1,700  McDonnell Douglas Corp........       241,400
     *4,800  National Semiconductor
               Corp........................        93,600
     *3,230  Navistar International
               Corp........................        48,853
      2,100  Northrop Grumman
               Corporation.................        88,200
        900  Outboard Marine Corp..........        17,662
      1,695  Paccar Inc....................        75,004
      2,100  Parker-Hannifin Corp..........        95,550
      1,900  Raychem Corp..................        67,688
      5,900  Raytheon Co...................       376,862
      9,600  Rockwell Intl. Corp...........       343,200
        600  SPX Corp......................         9,975
      2,800  TRW, Inc......................       184,800
      1,300  Tektronix Inc.................        44,525

                                       36
<PAGE>

HARTFORD INDEX FUND, INC.
STATEMENT OF NET ASSETS -- (CONTINUED)
DECEMBER 31, 1994

                                                MARKET
  SHARES                                         VALUE
- -----------                                  -------------

COMMON STOCKS -- (CONTINUED)

             MANUFACTURING -- (CONTINUED)
      7,600  Tenneco, Inc..................  $    323,000
      3,800  Textron, Inc..................       191,425
      1,300  Timken........................        45,825
      1,200  Trinova Corporation...........        35,250
      3,300  Tyco International Ltd........       156,750
      5,500  United Technologies Corp......       345,811
     *1,780  Varity Corp...................        64,525
      2,000  Western Atlas Inc.............        75,250
     15,300  Westinghouse Electric
               Corporation.................       187,425
                                             -------------
                                               11,798,332
                                             -------------
             MEDIA & SERVICES -- 3.2%
      2,545  CBS Inc.......................       140,929
      6,700  Capital Cities/ABC Inc........       571,175
     10,000  Comcast Corp. Class A SP......       156,875
     23,300  Walt Disney Company...........     1,074,713
      4,300  Dow Jones & Co................       133,300
      6,400  Gannett Co., Inc..............       340,800
      3,300  Interpublic Group.............       106,013
     *1,650  King World Productions,
               Inc.........................        56,925
      2,400  Knight Ridder Inc.............       121,200
      2,200  McGraw-Hill, Inc..............       147,125
        600  Meredith Corp.................        27,975
      1,300  National Education Corp.......         5,362
      4,500  New York Times Co. Class A....        99,563
    *24,900  Tele-Communications, Inc.
               Class A.....................       541,575
     16,380  Time Warner Inc...............       575,347
      5,600  Times Mirror Co. Class A......       175,700
      2,900  Tribune Company...............       158,775
     15,200  Viacom Inc. Class B...........       617,500
                                             -------------
                                                5,050,852
                                             -------------
             POLLUTION CONTROL -- 0.5%
      8,400  Browning Ferris Industries
               Inc.........................       238,350
      2,600  Rollins Environmental Services
               Inc.........................        12,675
     21,000  WMX Technologies Inc..........       551,250
                                             -------------
                                                  802,275
                                             -------------
             RETAIL -- 5.9%
     11,000  Albertson's Inc...............       319,000
      6,200  American Stores Co............       166,625
        800  Brown Group Inc...............        25,600
      4,500  Charming Shoppes Inc..........        29,813
      4,200  Circuit City Store Inc........        93,450
      3,100  Dayton Hudson Corporation.....       219,325
      4,900  Dillard Department Stores
               Class A.....................       131,075
      6,300  The Gap, Inc..................       192,150
      1,400  Hartmarx Corp.................         8,225
     19,473  Home Depot Inc................       895,773
      2,000  Jostens Inc...................        37,250
     19,900  K Mart Corporation............       258,700
     *4,700  Kroger Co.....................       113,388
     15,800  The Limited, Inc..............       286,375
        900  Longs Drug Store..............        28,575
      6,400  Lowe's Companies..............       222,400
      1,200  Luby's Cafeterias.............        26,850
     10,800  May Department Stores Co......       364,500
     30,800  McDonald's Corp...............       900,900
      4,600  Melville Corporation..........       142,025
      1,600  Mercantile Stores, Inc........        63,200
      3,600  Nordstrom Inc.................       151,200
     10,300  J.C. Penney...................       459,638
      2,700  Pep Boys-Manny, Moe, Jack.....        83,700

             RETAIL -- (CONTINUED)
      8,434  Price/Costco Inc..............  $    108,588
      3,800  Rite Aid Corp.................        88,825
     *2,300  Ryan's Family Steak House.....        17,250
     15,300  Sears Roebuck.................       703,800
     *1,800  Shoney's Inc..................        22,950
      3,200  TJX Companies.................        50,000
      2,849  Tandy Corp....................       142,806
     12,700  Toys R Us.....................       387,350
     99,100  Wal-Mart......................     2,105,875
      5,400  Walgreen Co...................       236,250
      4,300  Wendy's International Inc.....        61,813
      5,700  F.W. Woolworth Company........        85,500
                                             -------------
                                                9,230,744
                                             -------------

             TECHNOLOGY -- 3.3%
      5,000  Amdahl Corp...................        55,000
      5,100  Apple Computer................       198,900
      2,000  Autodesk Inc..................        79,250
      6,100  Automatic Data Processing.....       356,850
     *1,900  Ceridian Corporation..........        51,063
    *10,800  Compaq Computer...............       426,600
      7,200  Computer Associates...........       349,200
      2,200  Computer Sciences Corp........       112,200
     *1,100  Cray Research Inc.............        17,325
     *4,800  DSC Communications............       172,200
     *5,700  Digital Equipment Corp........       189,525
      4,700  First Data Corp...............       222,663
      1,700  Harris Corp. Del..............        72,250
         85  Harris Computer Systems.......         1,041
     11,100  Hewlett-Packard Co............     1,108,613
     *2,000  Intergraph Corp...............        16,250
     *1,900  Lotus Development Corp........        77,900
     *1,100  M/A Com, Inc..................         7,975
      4,300  Micron Technology Inc.........       189,738
    *12,500  Oracle Systems................       551,563
      1,900  Perkin Elmer..................        48,688
      4,900  Scientific Atlanta, Inc.......       102,900
      4,300  Sun Microsystems Inc..........       152,650
     *4,900  Tandem Computers..............        83,913
      2,400  Teledyne Inc..................        48,300
      4,000  Texas Instruments.............       299,500
        800  Thomas & Betts Corp...........        53,700
     *7,400  Unisys Corp...................        63,825
     *1,500  Zenith Electronics Corp.......        17,438
                                             -------------
                                                5,127,020
                                             -------------

             TRANSPORTATION & SERVICES -- 1.4%
     *3,300  AMR...........................       175,725
      3,900  Burlington Northern Inc.......       187,688
      4,500  CSX Corp......................       313,313
      3,500  Consolidated Rail
               Corporation.................       176,750
      1,500  Consolidated Freightways,
               Inc.........................        33,563
      2,300  Delta Airlines, Inc...........       116,150
      6,100  Norfolk Southern Corp.........       369,812
      1,800  Pittston Services Group.......        47,700
      1,700  Roadway Services..............        96,475
      8,013  Santa Fe Pacific Corp.........       140,227
      6,200  Southwest Airlines............       103,850
      8,900  Union Pacific Corp............       406,062
      2,600  USAIR Group...................        11,375
      1,200  Yellow Corp...................        28,650
                                             -------------
                                                2,207,340
                                             -------------

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

                                       37

<PAGE>

                                                MARKET
  SHARES                                         VALUE
- -----------                                  -------------

COMMON STOCKS -- (CONTINUED)
             UTILITIES -- 11.8%
     67,971  AT&T Corp.....................  $  3,415,543
      8,000  Alltel Corp...................       241,000
      8,000  American Electric Power.......       263,000
     23,800  Ameritech Corp................       960,925
      6,300  Baltimore Gas and Electric....       139,388
     19,000  Bell Atlantic Corp............       945,250
     21,600  Bell South Corp...............     1,169,100
      7,000  Carolina Power and Lighting...       186,375
      8,200  Central & Southwest Corp......       185,525
      6,458  Cinergy Corp..................       150,944
      2,200  The Columbia Gas System,
               Inc.........................        51,700
     10,200  Consolidated Edison NY........       262,650
      4,100  Consolidated Natural Gas
               Co..........................       145,550
      6,400  Detroit Edison Inc............       167,200
      7,300  Dominion Resources, Inc.......       260,975
      8,900  Duke Power Co.................       339,313
      1,000  Eastern Enterprises...........        26,250
     11,000  Enron Corp....................       335,500
      2,900  Enserch Corp..................        38,063
     10,100  Entergy Corp..................       220,938
      8,200  Florida Power & Light Group
               Inc.........................       288,025
     41,700  GTE Corp......................     1,266,638
      5,700  Houston Industries Inc........       203,061
     29,600  MCI Communications............       543,900
      6,200  Niagara Mohawk Power Corp.....        88,350
      2,400  Nicor, Inc....................        54,600
      5,300  Noram Energy..................        28,488
      2,900  Northern States Power
               Company.....................       127,600
     18,000  Nynex Corporation.............       661,500
      6,600  Ohio Edison Co................       122,100
      1,200  Oneok Inc.....................        21,600
      9,600  Peco Energy Company...........       235,200
      3,700  Pacific Enterprises...........        78,624
     18,900  Pacific Gas & Electric
               Company.....................       460,688
     18,100  Pacific Telesis Group.........       515,850
     12,200  Pacificorp....................       221,124
      1,500  Peoples Energy Corp...........        39,187
     10,500  Public Service Enterprises....       278,250
     19,500  SCE Corp......................       285,188
      3,800  Sonat, Inc....................       106,400
     28,100  The Southern Co...............       562,000
     26,100  Southwestern Bell
               Corporation.................     1,053,788
     14,900  Sprint Corp...................       411,612
      9,700  Texas Utilities...............       310,400
      9,300  Unicom Corp...................       223,200
      4,500  Union Electric Co.............       159,188
     19,800  U.S. West, Inc................       705,374
                                             -------------
                                               18,557,124
                                             -------------
             Total Common Stocks...........  $145,744,775
                                             -------------
                                             -------------


<CAPTION>

  PRINCIPAL                                      MARKET
   AMOUNT                                         VALUE
 -----------                                  -------------
<C>          <S>                              <C>

SHORT-TERM SECURITIES -- 7.7%
             CORPORATE NOTES
             Abbey National
$ 1,000,000    5.540% due 11/16/95.........  $    999,321
  1,000,000  Pepsico Inc. Floating Rate
               4.000% due 04/13/95.........       999,950
                                             -------------
                                                1,999,271
                                             -------------
             U.S. TREASURY BILLS
    250,000  U.S. Treasury Bill
               4.685% due 01/19/95.........       249,382
     30,000  U.S. Treasury Bill
               4.730% due 01/19/95.........        29,925
    325,000  U.S. Treasury Bill
               4.630% due 02/02/95.........       323,621
                                             -------------
                                                  602,928
                                             -------------


REPURCHASE AGREEMENT
  9,533,000  Interest in $92,095,000 joint
               repurchase agreement dated
               12/30/94 with Shawmut Bank
               5.950% due 01/03/95;
               maturity amount $9,539,302;
               (Collateralized by
               $96,165,000 U.S. Treasury
               Note 4.250% due 11/30/95)...     9,533,000
                                             -------------
             Total Short-Term Securities...  $ 12,135,199
                                             -------------
                                             -------------
</TABLE>




<TABLE>

<S>                                            <C>      <C>
DIVERSIFICATION OF ASSETS:
Total common stocks..........................   92.4 %  $145,744,775
Total short-term securities..................    7.7      12,135,199
                                               ------   ------------
Total investment in securities
  **(Identified cost $141,320,144)...........  100.1%    157,879,974
Excess of liabilities over cash and
  receivables................................   (0.1)       (219,602)
                                               ------   ------------
Net assets (Applicable to $1.52219 per share
  based on 103,574,519 shares outstanding)...  100.0%   $157,660,372
                                               ------   ------------
                                               ------   ------------

SUMMARY OF SHAREHOLDERS' EQUITY:
Capital stock, par value $.10 per share; authorized
  400,000,000 shares; outstanding 103,574,519
  shares.............................................   $ 10,357,452
Capital surplus......................................    130,677,913
Undistributed net realized (loss) on investments.....        (66,407)
***Unrealized gain on futures contract...............        131,584
Unrealized appreciation of investments...............     16,559,830
                                                        ------------
Net assets, applicable to shares outstanding.........   $157,660,372
                                                        ------------
                                                        ------------
<FN>
  * Non-income producing during period.
 ** Aggregate cost for Federal income tax purposes.
***  The fund has 48 Standard & Poor's 500, March 1995 futures contracts open at
    December 31, 1994. These contracts have a value of $11,072,400.
   See note 2(f).

</TABLE>


                                       38
<PAGE>

HARTFORD INTERNATIONAL OPPORTUNITIES FUND, INC.
STATEMENT OF NET ASSETS
DECEMBER 31, 1994

<TABLE>
<CAPTION>
                                                MARKET
  SHARES                                         VALUE
- -----------                                  -------------
<C>          <S>                             <C>
COMMON STOCKS 90.3%

             ARGENTINA -- 1.3%
     34,000  Baesa ADR.....................  $  1,096,500
     57,500  Banco de Galicia Y Buenos
               Aires ADR...................       991,875
     76,500  Telefonica de Argentina GDS
               144A........................     4,054,500
     55,000  YPF S.A. Sponsored ADR........     1,175,625
                                             -------------
                                                7,318,500
                                             -------------
             AUSTRALIA -- 5.0%
    708,035  Amcor Ltd.....................     5,118,590
    465,446  Broken Hill Proprietary.......     7,069,060
  1,900,000  Coles Myer Ltd................     6,455,166
    612,811  National Australia Bank.......     4,915,037
  1,829,001  Pacific Dunlop................     4,866,175
                                             -------------
                                               28,424,028
                                             -------------
             AUSTRIAN -- 1.2%
     50,600  EVN...........................     6,573,477
                                             -------------
             BELGIUM -- 0.3%
     *6,680  Generale Banque De............     1,699,906
                                             -------------
             CANADA -- 1.9%
    460,000  Canadian Pacific Ltd..........     6,900,000
    *75,000  Canadian Pacific Ltd. P.P.....     1,125,000
    160,000  Westcoast Energy..............     2,537,963
                                             -------------
                                               10,562,963
                                             -------------
             CHILE -- 1.4%
     67,500  Compania de Telefon Chile.....     5,315,625
    100,000  Enersis ADR...................     2,775,000
                                             -------------
                                                8,090,625
                                             -------------
             DENMARK -- 2.1%
    201,000  Tele Danmark..................     5,125,500
   *175,000  UniDanmark A REGD.............     6,729,110
                                             -------------
                                               11,854,610
                                             -------------
             FRANCE -- 7.8%
    100,000  Assurance Gen France..........     3,972,418
    *20,000  B S N.........................     2,806,926
     29,000  Credit Local de France........     2,075,776
     28,401  Euro RSCG.....................     2,926,951
   *138,650  Renault.......................     4,585,468
     68,135  Saint Gobain..................     7,838,947
     52,600  Societe Generale..............     5,529,268
   *117,700  Technip.......................     5,379,072
    114,000  Total SA......................     6,626,218
    *32,000  Ugine SA......................     2,248,537
                                             -------------
                                               43,989,581
                                             -------------
             GERMANY -- 4.6%
     28,600  Bayer AG......................     6,624,129
      2,200  Krones AG.....................     1,263,226
     15,749  Mannesmann AG.................     4,267,471
      5,500  Schering AG...................     3,601,613
      5,000  Siemens AG....................     2,080,645
     23,500  Veba AG.......................     8,138,581
                                             -------------
                                               25,975,665
                                             -------------

             HONG KONG -- 2.8%
  1,250,000  Cathay Pacific Airways........  $  1,817,565
    401,000  HSBC Holdings Plc.............     4,327,711
  1,125,000  Hutchison Whampoa Ltd.........     4,551,183
    650,000  Swire Pacific Ltd.............     4,049,373
    350,000  Wharf Holdings................     1,180,690
                                             -------------
                                               15,926,522
                                             -------------
             INDIA -- 0.6%
    200,000  India Tobacco Co. ADS.........     2,075,000
    225,000  Indo Gulf Fertilizer GDR......       641,250
     29,000  Reliance Industries GDS.......       637,893
                                             -------------
                                                3,354,143
                                             -------------
             ITALY -- 1.3%
  2,000,000  Stet..........................     5,893,049
    530,000  Telecom Italia Spa............     1,378,702
                                             -------------
                                                7,271,751
                                             -------------
             JAPAN -- 23.9%
     *1,000  East Japan Railway............     4,991,480
    556,000  Fujisawa Pharmaceutical.......     6,018,643
    468,000  Hitachi Ltd...................     4,639,190
     65,000  Ito-Yokado Ltd................     3,472,487
    500,000  Kajima Corp...................     4,279,844
  1,200,000  Kawasaki Heavy Industries.....     5,412,449
    175,000  Kokusai Electric..............     3,367,746
     50,000  Kyocera Corp..................     3,703,518
      9,000  Kyoritsu Air Tech.............       220,106
     50,000  Mabuchi Motor.................     3,758,645
    490,000  Mitsubishi Corp...............     6,433,798
    266,000  Mitsui Petrochemical..........     2,346,196
     97,000  Murata Manufacturing Co.......     3,743,109
     35,000  Nihon Jumbo Co., Ltd..........     1,438,308
 *2,165,000  NKK Corporation...............     5,989,175
       *490  Nippon Telegraph &
               Telephone...................     4,326,852
    737,000  Minebea Co., Ltd..............     6,205,072
    200,000  Nomura Securities.............     4,149,544
    782,000  Onada Cement Co...............     4,452,000
     75,000  Orix Corp.....................     2,766,363
     25,000  Riso Kagaku...................     2,164,979
    204,000  Sankyo........................     5,070,863
     53,000  Sanyo Shinpan Finance Co......     5,105,042
     35,000  Secom.........................     2,175,003
     27,000  Seven Eleven..................     2,167,686
     70,000  Shimamura Co. Ltd.............     3,508,069
    350,000  Showa Corporation.............     3,402,827
     10,000  Shohkoh Fund..................     2,064,749
    124,000  Sony Corp.....................     7,022,151
    761,000  Sumitomo Realty...............     4,500,250
    365,000  Sumitomo Trust & Banking......     5,121,780
    122,000  TDK Corp......................     5,906,183
    325,000  Tokio Marine & Fire
               Insurance...................     3,974,140
     10,000  Tsutsumi Jewelry..............       912,097
                                             -------------
                                              134,810,344
                                             -------------
             MALAYSIA -- 2.8%
    670,666  Arab Malaysia Finance.........     1,733,462
    750,000  Resort World..................     4,405,718
  3,224,400  Sime Darby Berhad.............     7,387,014
     75,000  Telekom Malaysia..............       508,126
    500,000  Tenaga Nasional Berhad........     1,977,677
                                             -------------
                                               16,011,997
                                             -------------

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.


                                        39

<PAGE>

                                                MARKET
  SHARES                                         VALUE
- -----------                                  -------------

COMMON STOCKS -- (CONTINUED)
             MEXICO -- 1.7%
    250,000  Kimberly Clark de Mexico......  $  2,954,315
    155,000  Telefonos de Mexico ADR.......     6,355,000
                                             -------------
                                                9,309,315
                                             -------------
             NETHERLANDS -- 3.9%
    530,000  Elesevier.....................     5,528,151
    145,625  International Nederlanden
               CVA.........................     6,881,375
     35,000  Royal Dutch Petroleum.........     3,812,021
     47,000  Unilever CVA..................     5,522,561
                                             -------------
                                               21,744,108
                                             -------------
             NEW ZEALAND -- 1.7%
  2,525,000  Carter Holt...................     5,172,193
    700,000  Lion Nathan...................     1,335,296
     55,000  Telecom Corp. NZ ADR..........     2,825,625
                                             -------------
                                                9,333,114
                                             -------------
             NORWAY -- 1.9%
    225,000  Hafslund Nyco A-Free..........     4,806,697
    549,000  Saga Petro A Free.............     5,965,627
                                             -------------
                                               10,772,324
                                             -------------
             PORTUGAL -- 1.0%
    447,500  Banco Commerical Port REGD....     5,846,730
                                             -------------
             SINGAPORE -- 2.0%
    256,875  Devel Bank of Singapore.......     2,642,747
 *1,000,000  Keppel Corp...................     8,504,801
                                             -------------
                                               11,147,548
                                             -------------
             SPAIN -- 4.0%
    125,000  Argentaria SA.................     4,430,031
     15,000  Empresa Nacional de
               Electricidad................       607,500
     94,000  Endesa........................     3,827,699
    750,000  Iberdrola SA..................     4,626,605
     30,000  Repsol SA.....................       813,644
    115,000  Repsol........................     3,133,750
    188,000  Tabacalera SA-A...............     5,013,143
                                             -------------
                                               22,452,372
                                             -------------
             SWEDEN -- 3.3%
    550,000  Aga AB-B Free.................     5,067,863
    214,000  Astra A Free..................     5,526,964
    502,000  Pharmacia ABA.................     8,035,673
                                             -------------
                                               18,630,500
                                             -------------
             SWITZERLAND -- 2.3%
     11,500  Ciba Geigy AG.................     6,862,917
      6,600  Nestle SA.....................     6,288,836
                                             -------------
                                               13,151,753
                                             -------------
             UNITED KINGDOM -- 11.5%
    373,000  Abbey National Plc............     2,512,148
    925,000  Bass..........................     7,445,440
  5,152,000  Bet Plc.......................  $  8,180,976
    950,000  British Telecom Co. Plc.......     5,610,529
    765,000  Cadbury Schweppes.............     5,158,245
  1,236,000  General Electric UK...........     5,317,584
    425,000  Kwik Save Group Plc...........     3,656,915
  1,070,500  Redland Plc...................     7,703,849
    650,000  Royal Insurance Holding.......     2,837,140
    894,000  Smith WH and Son A............     6,699,406
  1,475,000  Tomkins Plc...................     5,076,658
    350,000  Zeneca Group Plc..............     4,813,047
                                             -------------
                                               65,011,937
                                             -------------
             Total Common Stocks...........  $509,263,813
                                             -------------
                                             -------------
</TABLE>

<TABLE>
<CAPTION>
 PRINCIPAL
  AMOUNT
- -----------
<C>          <S>                            <C>
FOREIGN GOVERNMENT BONDS -- 0.5%
             NETHERLANDS GOVERNMENT BOND
  5,000,000  7.500% due 01/15/20...........  $   2,709,906
                                             --------------
                                             --------------
SHORT-TERM SECURITIES -- 8.1%
$45,765,000.. Repurchase Agreement dated
               12/30/94 with Lehman 5.850%
               due 01/03/95; maturity
               amount $45,794,747
               (Collateralized by
               $45,010,000 U.S. treasury
               note 7.875% due 01/15/98)...  $  45,765,000
                                             --------------
             Total Short-Term Securities...  $  45,765,000
                                             --------------
                                             --------------

<S>                                             <C>     <C>
DIVERSIFICATION OF ASSETS:
Total common stocks..........................   90.3 %  $  509,263,813
Total foreign government bonds...............    0.5         2,709,906
Total short term securities..................    8.1        45,765,000
                                               ------   --------------
Total investment in securities
  **(identified cost $543,622,428)...........   98.9%      557,738,719
Excess of cash and receivables over
  liabilities................................    1.1         6,026,384
                                               ------   --------------
Net assets (Applicable to $1.17571 per share
  based on 479,509,143 shares outstanding)...  100.0%   $  563,765,103
                                               ------   --------------
                                               ------   --------------

<CAPTION>

<S>                                                     <C>
SUMMARY OF SHAREHOLDER'S EQUITY
Capital Stock, Par Value $.10 per share authorized
  1,500,000,000 shares, outstanding 479,509,143
  shares.............................................   $   47,950,915
Capital surplus......................................      496,586,570
Undistributed net realized gain on investments.......        4,153,005
Unrealized appreciation of investments...............       14,116,291
Unrealized appreciation on forward currency
  contracts..........................................          934,704
Unrealized appreciation on translation on other
  assets and liabilities in foreign currencies.......           23,618
                                                        --------------
Net assets, applicable to shares outstanding.........   $  563,765,103
                                                        --------------
                                                        --------------
<FN>
  * Non-income producing during period.
 ** Aggregate cost for Federal income tax purposes.
</TABLE>

                                       40
<PAGE>

HARTFORD INTERNATIONAL OPPORTUNITIES FUND, INC.
STATEMENT OF NET ASSETS -- (CONTINUED)
DECEMBER 31, 1994

    FORWARD CURRENCY CONTRACTS -- NOTE 2 -- OUTSTANDING AT DECEMBER 31, 1994

<TABLE>
<CAPTION>
                                  TOTAL     AGGREGATE   DELIVERY      UNREALIZED
DESCRIPTION                       VALUE     FACE VALUE    DATE     APPREC./(DEPREC.)
- ---------------------------     ----------  ----------  ---------  -----------------
<S>                             <C>         <C>         <C>        <C>
Japanese Yen (Sell)             $14,788,228 $15,000,000   02/22/95        211,772
Japanese Yen (Sell)               9,929,883  10,030,036   02/22/95        100,153
Japanese Yen (Sell)              24,377,221  25,000,000   04/19/95        622,779
                                                                          -------
                                                                          934,704
                                                                          -------
                                                                          -------
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

                                       41
<PAGE>

HARTFORD DIVIDEND & GROWTH FUND, INC.
STATEMENT OF NET ASSETS
DECEMBER 31, 1994

<TABLE>
<CAPTION>
                                               MARKET
  SHARES                                        VALUE
- ----------                                  -------------
<C>          <S>                             <C>
COMMON STOCKS -- 93.7%
             BUSINESS SERVICES -- 1.4%
     13,700  Dun & Bradstreet Corp.........  $    753,500
                                             -------------
             COMPUTER & SERVICES -- 1.5%
      8,500  Xerox.........................       841,500
                                             -------------
             CONSUMER DURABLES -- 2.0%
     39,500  Ford Motor Co.................     1,106,000
                                             -------------
             CONSUMER NON-DURABLES -- 10.1%
     10,500  Avon Products.................       627,375
     13,300  Clorox Company................       783,038
      9,100  Eastman Kodak.................       434,525
     34,600  Flowers Industries, Inc.......       627,125
     17,400  General Mills Company.........       991,800
     43,000  Interstate Bakeries...........       596,625
     13,700  Kimberly Clark Corp...........       691,850
     13,000  Sara Lee Corp.................       328,250
     24,500  Universal Corp................       486,937
                                             -------------
                                                5,567,525
                                             -------------
             ENERGY & SERVICES -- 12.3%
     25,800  Amoco Corporation.............     1,525,425
     15,100  Atlantic Richfield............     1,536,425
     17,200  Exxon.........................     1,044,900
     12,900  Pennzoil Co...................       569,213
     16,500  Phillips Petroleum............       540,375
     36,600  USX-Marathon Group............       599,325
     34,300  Unocal Corp...................       934,675
                                             -------------
                                                6,750,338
                                             -------------
             FINANCIAL SERVICES -- 13.5%
     32,900  Bank of New York Co...........       954,100
     31,100  Exel Limited..................     1,228,450
     20,100  First Bank System Inc.........       668,325
      2,200  First Fidelity Bancorp........        98,725
     24,600  First Union Corporation.......     1,017,825
     25,100  Fleet Financial Group Inc.....       815,750
     34,900  Keycorp.......................       872,500
     12,900  J.P. Morgan...................       722,400
     25,000  Nationsbank Corp..............     1,128,125
                                             -------------
                                                7,506,200
                                             -------------
             HEALTH CARE -- 13.4%
     21,000  American Home Products
               Corp........................     1,317,750
     27,800  Baxter International..........       785,350
     22,800  Bristol-Myers Squibb
               Company.....................     1,319,550
     19,500  Lilly Eli & Co................     1,279,688
     32,900  Merck & Co., Inc..............     1,254,312
     18,200  Pfizer, Inc...................     1,405,950
                                             -------------
                                                7,362,600
                                             -------------
             INDUSTRIAL MATERIALS -- 8.2%
     22,400  Albemarle Corp................       310,800
     11,600  Dow Chemical..................       780,100
     13,400  DuPont EI De Nemours..........       753,750
     11,400  Eastman Chemical Co...........       575,700
     11,500  International Paper Co........       866,813
      6,700  Minnesota Mining &
               Manufacturing Co............       357,612
     16,000  PPG Industries, Inc...........  $    594,000
     10,900  Witco Chemical Corp...........       268,412
                                             -------------
                                                4,507,187
                                             -------------
             MANUFACTURING -- 6.9%
      7,600  Cooper Industries.............       259,350
      5,600  Deere & Company...............       371,000
      4,200  Eaton Corp....................       207,900
     21,330  General Electric..............     1,087,830
     21,100  Northrop Grumman Corp.........       886,200
        400  Hewlatt Packard 5.25% Equity
               Linked Securities...........        34,800
     10,600  Sundstrand Corp...............       482,300
     10,900  Tenneco, Inc..................       463,250
                                             -------------
                                                3,792,630
                                             -------------
             MEDIA & SERVICES -- 1.5%
     15,200  Gannett Co., Inc..............       809,400
                                             -------------
             REAL ESTATE -- 1.4%
     34,000  Mark Centers Trust............       437,750
     13,000  Oasis Residential.............       318,500
                                             -------------
                                                  756,250
                                             -------------
             RETAIL -- 5.8%
     27,900  May Department Stores Co......       941,625
     29,000  Mercantile Stores, Inc........     1,145,500
     24,600  J.C. Penney...................     1,097,775
                                             -------------
                                                3,184,900
                                             -------------
             UTILITIES -- 15.7%
     12,000  AT&T Corp.....................       603,000
      9,000  Alltel Corp...................       271,125
     15,400  BCE Inc.......................       494,725
      9,100  Bell Atlantic Corp............       452,725
      9,300  CMS Energy Corp...............       212,738
     16,800  Central Hudson Gas &
               Electric....................       445,200
      4,200  Cinergy Corp..................        98,175
      8,600  Consolidated Natural Gas
               Co..........................       305,300
     18,300  Entergy Corp..................       400,313
      9,100  Equitable Resources...........       246,838
      8,800  Pacific Gas & Electric
               Company.....................       214,500
     18,700  Pinnacle West Cap.............       369,325
      9,600  Public Service Co. of
               Colorado....................       282,000
     26,000  Rochester Telephone Co........       549,250
     29,200  SCE Corp......................       427,050
     27,200  Sierra Pacific Res............       513,400
     31,300  Sprint Corp...................       864,662
      9,500  Telefonos de Mexico ADR.......       389,500
      6,200  Texas Utilities...............       198,400
     22,200  U.S. West, Inc................       790,875
      8,100  Western Resources Inc.........       231,862
     10,700  Wisconsin Energy Corp.........       276,862
                                             -------------
                                                8,637,825
                                             -------------
             Total Common Stocks...........  $ 51,575,855
                                             -------------
                                             -------------

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

                                       42
<PAGE>

HARTFORD DIVIDEND & GROWTH FUND, INC.
STATEMENT OF NET ASSETS -- (CONTINUED)
DECEMBER 31, 1994
                                                MARKET
  SHARES                                         VALUE
- -----------                                  -------------
<C>          <S>                             <C>
PREFERRED STOCKS -- 1.6%

              CONSUMER DURABLES -- 0.5%
     13,000  Noble Drilling Corp...........  $    273,000
                                             -------------
             CONSUMER NON-DURABLES -- 1.1%
     96,900  RJR Nabisco Preferred Equity
               Redemption Cumulative
               Stock.......................       581,400
                                             -------------
             Total Preferred Stocks........  $    854,400
                                             -------------
                                             -------------
</TABLE>

<TABLE>

PRINCIPAL
 AMOUNT
- ----------
<S>                                                     <C>

CONVERTIBLE CORPORATE BONDS -- 1.0%
             TRANSPORTATION
             AMR Corp.
$  710,000     6.125% due 11/01/24...........           $   571,550
                                                       -------------
                                                       -------------

SHORT-TERM SECURITIES -- 4.7%
 1,313,000   Repurchase Agreement dated
              12/30/94 with Union Bank
              of Switzerland 5.500% due
              01/03/95; maturity amount
              $1,313,802; (Collateralized
              by $1,060,000 U.S. Treasury
              Note 11.625% due 11/15/04).....             1,131,000

 1,312,000   Repurchase Agreement dated
              12/30/94 with Donaldson,
              Lufkin & Jenrette 5.875%
              due 01/03/95; maturity
              amount $1,312,856;
              (Collateralized by
              $1,292,000 U.S.
              Treasury Note 7.875% due
              01/15/98)......................             1,312,000
                                                       -------------
             Total Short-Term Securities.....           $  2,625,000
                                                       -------------
                                                       -------------

DIVERSIFICATION OF ASSETS:
<S>                                            <C>      <C>
Total common stocks..........................   93.7 %  $ 51,575,855
Total preferred stocks.......................    1.6         854,400
Total convertible corporate bonds............    1.0         571,550
Total short-term securities..................    4.7       2,625,000
                                               ------   ------------
Total investment in securities
  **(Identified cost $56,527,273)............  101.0%     55,626,805
Excess of liabilities over cash and
  receivables................................   (1.0)       (561,288)
                                               ------   ------------
Net assets (Applicable to $0.99409 per share
  based on 55,392,785 shares outstanding)....  100.0%   $ 55,065,517
                                               ------   ------------
                                               ------   ------------

SUMMARY OF SHAREHOLDERS' EQUITY:
Capital stock, par value $.10 per share; authorized
  750,000,000 shares; outstanding 55,392,785
  shares.............................................   $  5,539,279
Capital surplus......................................     50,426,706
Undistributed net realized gain/(loss) on
  investments........................................              0
Unrealized depreciation of investments...............       (900,471)
Unrealized appreciation on translation of other
  assets and liabilities in foreign currencies.......              3
                                                        ------------
Net assets, applicable to shares outstanding.........   $ 55,065,517
                                                        ------------
                                                        ------------
<FN>

 * Non-income producing during period.
** Aggregate cost for Federal income tax purposes.
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

                                       43
<PAGE>





HARTFORD MUTUAL FUNDS
STATEMENT OF OPERATIONS,
STATEMENT OF CHANGES IN NET ASSETS
AND NOTES TO FINANCIAL STATEMENTS





<PAGE>
 HARTFORD MUTUAL FUNDS
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1994

<TABLE>
<CAPTION>
                                                                                           HARTFORD        HVA MONEY
                                                                       HARTFORD BOND         STOCK        MARKET FUND,
                                                                        FUND, INC.        FUND, INC.          INC.
                                                                      ---------------    -------------    ------------
 <S>                                                                  <C>                <C>              <C>
 INVESTMENT INCOME:
   Dividends........................................................    $   --           $  25,003,011    $   --
   Interest.........................................................       16,859,415        3,857,028     12,578,696
   Less: foreign tax withheld.......................................        --                --              --
                                                                      ---------------    -------------    ------------
     Total Income...................................................       16,859,415       28,860,039     12,578,696
                                                                      ---------------    -------------    ------------
 EXPENSES:
   Investment advisory services.....................................          808,161        3,096,882        704,435
   Administrative services..........................................          435,417        1,888,808        493,104
   Accounting services..............................................           28,666          118,074         29,590
   Registration Fees................................................           13,158          100,059         43,269
   Custodian Fees...................................................           27,147           31,911         23,536
   Board of Directors...............................................            2,386            9,831          2,460
   Other............................................................           45,103          157,855         39,533
                                                                      ---------------    -------------    ------------
     Total expenses.................................................        1,360,038        5,403,420      1,335,927
                                                                      ---------------    -------------    ------------
   Net investment income............................................       15,499,377       23,456,619     11,242,769
                                                                      ---------------    -------------    ------------
 NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
   Net realized gain (loss) on security transactions................      (15,502,624)      47,489,646        --
   Net realized gain (loss) on futures contracts....................       (1,484,713)        --              --
   Net realized gain (loss) on options contracts....................        --                --              --
   Net unrealized appreciation (depreciation) of investments during
    the period......................................................       (8,713,699)     (91,880,275)       --
                                                                      ---------------    -------------    ------------
   Net gain (loss) on investments...................................      (25,701,036)     (44,390,629)       --
                                                                      ---------------    -------------    ------------
   Net increase (decrease) in net assets resulting from
    operations......................................................    $ (10,201,659)   $ (20,934,010)   $11,242,769
                                                                      ---------------    -------------    ------------
                                                                      ---------------    -------------    ------------
<FN>

 * From Inception, March 8, 1994, to December 31, 1994.
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

                                       44
<PAGE>

<TABLE>
<CAPTION>
                                                                                                 HARTFORD
                  HARTFORD U.S.     HARTFORD       HARTFORD                       HARTFORD      DIVIDEND &
    HARTFORD       GOVERNMENT      AGGRESSIVE      MORTGAGE        HARTFORD     INTERNATIONAL     GROWTH
    ADVISERS      MONEY MARKET    GROWTH FUND,    SECURITIES        INDEX       OPPORTUNITIES     FUND,
   FUND, INC.      FUND, INC.         INC.        FUND, INC.      FUND, INC.     FUND, INC.       INC.*
  -------------   -------------   ------------   -------------   ------------   -------------   ----------

  <S>             <C>             <C>            <C>             <C>            <C>             <C>
  $ 41,560,689      $ --          $ 7,809,645    $    --         $ 4,093,528    $  9,365,154    $ 777,142
    72,717,884       398,040        3,235,514      23,586,487        359,702       2,310,327      101,307
       --             --              (52,107)        --             (10,551)     (1,170,141)        (879)
  -------------   -------------   ------------   -------------   ------------   -------------   ----------
   114,278,573       398,040       10,993,052      23,586,487      4,442,679      10,505,340      877,570
  -------------   -------------   ------------   -------------   ------------   -------------   ----------

    12,575,934        23,635        4,889,579         827,557        300,556       2,546,060       99,465
     5,001,520        16,545        1,710,237         579,290        262,987         810,246       35,293
       310,849         1,072          102,735          39,886         16,748          45,128          645
       318,439           249          140,693             194          6,154         128,419       16,855
        58,819        11,968           47,870          45,078         71,803         319,122       14,951
        25,884            88            8,545           3,315          1,392           3,750           54
       423,677         1,437          137,254          82,637         22,365          89,290          856
  -------------   -------------   ------------   -------------   ------------   -------------   ----------
    18,715,122        54,994        7,036,913       1,577,957        682,005       3,942,015      168,119
  -------------   -------------   ------------   -------------   ------------   -------------   ----------
    95,563,451       343,046        3,956,139      22,008,530      3,760,674       6,563,325      709,451
  -------------   -------------   ------------   -------------   ------------   -------------   ----------

    36,509,652        --           65,960,774     (18,809,782)       303,039       8,495,707       68,307
       --             --           (2,071,865)        (40,932)        60,051         --            --
       --             --              --               26,563        --              --            --

  (211,113,159)       --          (40,815,773)     (9,086,028)    (2,407,858)    (25,853,182)    (900,465)
  -------------   -------------   ------------   -------------   ------------   -------------   ----------
  (174,603,507)       --           23,073,136     (27,910,179)    (2,044,768)    (17,357,475)    (832,158)
  -------------   -------------   ------------   -------------   ------------   -------------   ----------
  $(79,040,056)     $343,046      $27,029,275    $ (5,901,649)   $ 1,715,906    $(10,794,150)   $(122,707)
  -------------   -------------   ------------   -------------   ------------   -------------   ----------
  -------------   -------------   ------------   -------------   ------------   -------------   ----------
</TABLE>

                                       45
<PAGE>
 HARTFORD MUTUAL FUNDS
STATEMENT OF CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1994

<TABLE>
<CAPTION>
                                                                                                              HVA MONEY
                                                                      HARTFORD BOND     HARTFORD STOCK       MARKET FUND,
                                                                        FUND, INC.        FUND, INC.             INC.
                                                                      --------------    ---------------    ----------------
 <S>                                                                  <C>               <C>                <C>
 OPERATIONS:
   Net investment income............................................  $   15,499,377    $    23,456,619    $     11,242,769
   Net realized gain (loss) on security transactions................     (15,502,624)        47,489,646           --
   Net realized gain (loss) on futures contracts....................      (1,484,713)         --                  --
   Net realized gain (loss) on options contracts....................        --                --                  --
   Net unrealized appreciation (depreciation) of investments during
    the period......................................................      (8,713,699)       (91,880,275)          --
                                                                      --------------    ---------------    ----------------
   Net increase (decrease) in net assets resulting from
    operations......................................................     (10,201,659)       (20,934,010)         11,242,769
 DISTRIBUTIONS TO SHAREHOLDERS FROM:
   Net investment income............................................     (15,499,377)       (23,456,619)        (11,242,769)
   Net realized gain on security transactions.......................      (4,467,655)       (59,838,405)          --
 CAPITAL SHARE TRANSACTIONS:
   Proceeds from Fund shares sold...................................     321,606,810        491,044,914       1,169,307,801
   Net asset value of Fund shares issued upon reinvestment of
    dividends and capital gains.....................................      19,967,032         83,295,024          11,242,769
   Cost of Fund shares redeemed.....................................    (303,548,769)      (275,377,788)     (1,093,173,662)
                                                                      --------------    ---------------    ----------------
   Net increase (decrease) in net assets resulting from capital
    share transactions..............................................      38,025,073        298,962,150          87,376,908
                                                                      --------------    ---------------    ----------------
     Total increase (decrease) in net assets........................       7,856,382        194,733,116          87,376,908
 NET ASSETS:
   Beginning of period..............................................     239,601,705        968,424,866         234,087,764
                                                                      --------------    ---------------    ----------------
   End of period....................................................  $  247,458,087    $ 1,163,157,982    $    321,464,672
                                                                      --------------    ---------------    ----------------
                                                                      --------------    ---------------    ----------------
 CHANGE IN CAPITAL SHARES OUTSTANDING:
   Shares sold......................................................     324,129,384        170,123,593       1,169,307,801
   Shares issued upon reinvestment of dividends and capital gains...      20,471,697         28,261,576          11,242,769
   Shares redeemed..................................................    (306,837,163)       (95,662,565)     (1,093,173,662)
                                                                      --------------    ---------------    ----------------
   Net increase (decrease) in shares outstanding....................      37,763,918        102,722,604          87,376,908
                                                                      --------------    ---------------    ----------------
                                                                      --------------    ---------------    ----------------
<FN>

 * From Inception, March 8, 1994, to December 31, 1994.
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

                                       46
<PAGE>

<TABLE>
<CAPTION>
                     HARTFORD U.S.        HARTFORD          HARTFORD                         HARTFORD        HARTFORD
     HARTFORD          GOVERNMENT        AGGRESSIVE         MORTGAGE                       INTERNATIONAL    DIVIDEND &
     ADVISERS         MONEY MARKET      GROWTH FUND,       SECURITIES     HARTFORD INDEX   OPPORTUNITIES   GROWTH FUND,
    FUND, INC.         FUND, INC.           INC.           FUND, INC.       FUND, INC.      FUND, INC.        INC.*
  ---------------   ----------------   ---------------   --------------   --------------   -------------   ------------

  <S>               <C>                <C>               <C>              <C>              <C>             <C>
  $   95,563,451      $   343,046      $    3,956,139     $ 22,008,530    $    3,760,674   $  6,563,325    $   709,451
      36,509,652         --                65,960,774      (18,809,782)          303,039      8,495,707         68,307
        --               --                (2,071,865)         (40,932)           60,051        --             --
        --               --                  --                 26,563          --              --             --

    (211,113,159)        --               (40,815,773)      (9,086,028)       (2,407,858)   (25,853,182)      (900,465)
  ---------------   ----------------   ---------------   --------------   --------------   -------------   ------------
     (79,040,056)         343,046          27,029,275       (5,901,649)        1,715,906    (10,794,150)      (122,707)

     (95,563,451)        (343,046)         (3,956,139)     (22,008,530)       (3,760,674)    (6,563,325)      (709,451)
     (75,830,481)        --               (71,271,919)      (1,593,324)         --              --             (68,307)

     753,833,772        3,263,991         882,948,421       19,488,680        94,987,497    311,466,613     55,786,553

     171,393,932          343,046          75,228,058       23,601,854         3,638,667      6,509,276        701,056
     (67,309,913)      (3,437,141)       (530,237,732)     (74,638,761)      (79,317,298)   (18,461,122)      (521,627)
  ---------------   ----------------   ---------------   --------------   --------------   -------------   ------------

     857,917,791          169,896         427,938,747      (31,548,227)       19,308,866    299,514,767     55,965,982
  ---------------   ----------------   ---------------   --------------   --------------   -------------   ------------
     607,483,803          169,896         379,739,964      (61,051,730)       17,264,098    282,157,292     55,065,517

   2,426,550,258        9,449,403         778,903,674      365,198,297       140,396,274    281,607,811        --
  ---------------   ----------------   ---------------   --------------   --------------   -------------   ------------
  $3,034,034,061      $ 9,619,299      $1,158,643,638     $304,146,567    $  157,660,372   $563,765,103    $55,065,517
  ---------------   ----------------   ---------------   --------------   --------------   -------------   ------------
  ---------------   ----------------   ---------------   --------------   --------------   -------------   ------------

     449,571,900        3,263,991         310,435,654       18,922,336        61,853,526    257,732,430     55,208,333
     102,233,951          343,046          25,754,762       23,146,211         2,385,383      5,455,472        696,988
     (41,310,436)      (3,437,141)       (186,291,460)     (72,966,325)      (51,476,702)   (15,397,114)      (512,536)
  ---------------   ----------------   ---------------   --------------   --------------   -------------   ------------
     510,495,415          169,896         149,898,956      (30,897,778)       12,762,207    247,790,788     55,392,785
  ---------------   ----------------   ---------------   --------------   --------------   -------------   ------------
  ---------------   ----------------   ---------------   --------------   --------------   -------------   ------------
</TABLE>

                                       47
<PAGE>
 HARTFORD MUTUAL FUNDS
STATEMENT OF CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1993

<TABLE>
<CAPTION>
                                                                                                             HVA MONEY
                                                                      HARTFORD BOND     HARTFORD STOCK      MARKET FUND,
                                                                        FUND, INC.        FUND, INC.            INC.
                                                                      --------------    --------------    ----------------
 <S>                                                                  <C>               <C>               <C>
 OPERATIONS:
   Net investment income............................................  $   10,891,432    $   14,026,287    $      5,875,875
   Net realized gain (loss) on security transactions................       4,428,069        59,838,405           --
   Net realized gain (loss) on futures contracts....................           1,100          --                 --
   Net unrealized appreciation (depreciation) of investments
    during the period...............................................         594,738        32,912,789           --
                                                                      --------------    --------------    ----------------
   Net increase (decrease) in net assets resulting from
    operations......................................................      15,915,339       106,777,481           5,875,875
 DISTRIBUTIONS TO SHAREHOLDERS FROM:
   Net investment income............................................     (10,891,432)      (14,026,287)         (5,875,875)
   Net realized gain on security transactions.......................      (2,481,886)      (40,736,676)          --
 CAPITAL SHARE TRANSACTIONS:
   Proceeds from Fund shares sold...................................     512,706,706       722,904,911       1,131,123,257
   Net asset value of Fund shares issued upon reinvestment
    of dividends and capital gains..................................      13,373,318        54,762,963           5,875,875
   Cost of Fund shares redeemed.....................................    (417,558,154)     (431,160,591)     (1,093,157,725)
                                                                      --------------    --------------    ----------------
   Net increase (decrease) in net assets resulting from
    capital share transactions......................................     108,521,870       346,507,283          43,841,407
                                                                      --------------    --------------    ----------------
     Total increase (decrease) in net assets........................     111,063,891       398,521,801          43,841,407
 NET ASSETS:
   Beginning of period..............................................     128,537,814       569,903,065         190,246,357
                                                                      --------------    --------------    ----------------
   End of period....................................................  $  239,601,705    $  968,424,866    $    234,087,764
                                                                      --------------    --------------    ----------------
                                                                      --------------    --------------    ----------------
 CHANGE IN CAPITAL SHARES OUTSTANDING:
   Shares sold......................................................     490,586,032       247,224,141       1,131,123,257
   Shares issued upon reinvestment of dividends and capital gains...      12,878,609        19,566,551           5,875,875
   Shares redeemed..................................................    (399,531,483)     (146,527,465)     (1,093,157,725)
                                                                      --------------    --------------    ----------------
   Net increase (decrease) in shares outstanding....................     103,933,158       120,263,227          43,841,407
                                                                      --------------    --------------    ----------------
                                                                      --------------    --------------    ----------------
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

                                       48
<PAGE>

<TABLE>
<CAPTION>
                      HARTFORD
                        U.S.          HARTFORD        HARTFORD                          HARTFORD
     HARTFORD        GOVERNMENT      AGGRESSIVE       MORTGAGE        HARTFORD        INTERNATIONAL
     ADVISERS       MONEY MARKET    GROWTH FUND,     SECURITIES         INDEX      OPPORTUNITIES FUND,
    FUND, INC.       FUND, INC.         INC.         FUND, INC.      FUND, INC.           INC.
  ---------------   ------------   --------------   -------------   -------------  -------------------

  <S>               <C>            <C>              <C>             <C>            <C>
  $   49,117,655    $   261,866    $     611,043    $ 20,398,708    $   2,678,344     $    966,933
      75,830,481        --            70,202,075       1,593,324          266,532       (2,274,828)
        --              --             1,143,059         --              (349,437)       --

      66,773,643        --            23,150,559      (3,651,786)       7,429,967       40,504,618
  ---------------   ------------   --------------   -------------   -------------  -------------------
     191,721,779        261,866       95,106,736      18,340,246       10,025,406       39,196,723

     (49,117,655)      (261,866)        (611,043)    (20,398,708)      (2,678,344)        (966,933)
     (42,260,621)       --           (12,893,253)        (11,319)        --              --

   1,454,263,348      1,951,439      940,905,560     142,007,929      167,863,087      223,383,830

      91,378,276        261,866       13,504,296      20,410,027        2,505,210          921,132
    (205,182,230)    (3,288,997)    (557,481,366)    (53,860,800)    (119,653,631)     (28,486,629)
  ---------------   ------------   --------------   -------------   -------------  -------------------

   1,340,459,394     (1,075,692)     396,928,490     108,557,156       50,714,666      195,818,333
  ---------------   ------------   --------------   -------------   -------------  -------------------
   1,440,802,897     (1,075,692)     478,530,930     106,487,375       58,061,728      234,048,123

     985,747,361     10,525,095      300,372,744     258,710,922       82,334,546       47,559,688
  ---------------   ------------   --------------   -------------   -------------  -------------------
  $2,426,550,258    $ 9,449,403    $ 778,903,674    $365,198,297    $ 140,396,274     $281,607,811
  ---------------   ------------   --------------   -------------   -------------  -------------------
  ---------------   ------------   --------------   -------------   -------------  -------------------

     860,240,498      1,951,439      332,523,961     130,876,634      112,438,560      204,598,652
      55,223,116        261,866        5,163,099      18,847,767        1,659,053          865,812
    (118,278,746)    (3,288,997)    (196,477,578)    (49,707,708)     (80,078,761)     (25,621,555)
  ---------------   ------------   --------------   -------------   -------------  -------------------
     797,184,868     (1,075,692)     141,209,482     100,016,693       34,018,852      179,842,909
  ---------------   ------------   --------------   -------------   -------------  -------------------
  ---------------   ------------   --------------   -------------   -------------  -------------------
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

                                       49
<PAGE>
 HARTFORD MUTUAL FUNDS
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1994

 1.  ORGANIZATION:

    Hartford Bond Fund Inc. (formerly Hartford Bond/Debt Securities Fund, Inc.),
    Hartford  Stock Fund Inc. (formerly HVA  Stock Fund, Inc.), HVA Money Market
    Fund, Inc., Hartford Advisers Fund, Inc. (formerly HVA Advisers Fund, Inc.),
    Hartford U.S. Government Money Market Fund Inc., Hartford Aggressive  Growth
    Fund,  Inc. (formerly HVA  Aggressive Growth Fund,  Inc.), Hartford Mortgage
    Securities Fund,  Inc.  (formerly Hartford  GNMA/Mortgage  Securities  Fund,
    Inc.), Hartford Index Fund, Inc., Hartford International Opportunities Fund,
    Inc.,  and Hartford Dividend and Growth Fund, Inc. (the Funds) are organized
    under the  laws  of  the State  of  Maryland  and are  registered  with  the
    Securities and Exchange Commission (SEC) under the Investment Company Act of
    1940, as amended, as diversified open-ended management investment companies.

    Fund  shares are made available to  serve as the underlying investment media
    of the variable annuity, variable life insurance and group pension contracts
    issued by the affiliated life insurance company Separate Accounts of the ITT
    Hartford Life Insurance Companies (Hartford Life Insurance Company, Hartford
    Life and  Accident  Insurance Company  and  ITT Hartford  Life  and  Annuity
    Insurance Company.)

 2.  SIGNIFICANT ACCOUNTING POLICIES:

    The  following is a summary of significant accounting policies of the Funds,
    which are in accordance with generally accepted accounting principles in the
    investment company industry:

    a) SECURITY TRANSACTIONS--Security  transactions are recorded  on the  trade
      date  (date the  order to  buy or  sell is  executed). Security  gains and
      losses are determined on the basis of identified cost.

    b) SECURITY VALUATION--Debt securities  (other than short-term  obligations)
      are valued on the basis of valuations furnished by an unaffiliated pricing
      service  which determines valuations for normal institutional size trading
      units of debt securities. Mortgage securities are valued at the bid price.
      Short-term securities held  in the  HVA Money  Market Fund,  Inc. and  the
      Hartford  U.S. Government Money Market Fund,  Inc. are valued at amortized
      cost or  original cost  plus accrued  interest receivable,  both of  which
      approximate  market value. In  the Hartford Advisers  Fund, Inc., Hartford
      Aggressive Growth Fund,  Inc., Hartford Index  Fund, Inc., Hartford  Stock
      Fund,  Inc., Hartford Bond Fund,  Inc., Hartford Mortgage Securities Fund,
      Inc.,  Hartford  International  Opportunities  Fund,  Inc.,  and  Hartford
      Dividend  and Growth Fund, Inc., short-term investments with a maturity of
      60 days  or  less when  purchased  are  valued at  amortized  cost,  which
      approximates  market value. Short-term investments with a maturity of more
      than 60 days when  purchased are valued based  on market quotations  until
      the  remaining days to maturity  become less than 61  days. From such time
      until maturity, the investments are valued at amortized cost.

      Equity securities are valued at the last sales price reported on principal
      securities exchanges (domestic or foreign). If no sale took place on  such
      day  and in the case of certain equity securities traded over-the-counter,
      then such securities  are valued  at the mean  between the  bid and  asked
      prices.  Options are valued at the last sales price; if no sale took place
      on such day, then options are valued at the mean between the bid and asked
      prices. Securities for which market  quotations are not readily  available
      and  all other assets are  valued in good faith at  fair value by a person
      designated by the Funds' Board of Directors.

    c) FOREIGN CURRENCY  TRANSACTIONS--The accounting records  of the Funds  are
      maintained in U.S. dollars. All assets and liabilities initially expressed
      in  foreign  currencies  are  converted into  U.S.  dollars  at prevailing
      exchange rates. Purchases and sales of investment securities, dividend and
      interest income,  and certain  expenses  are translated  at the  rates  of
      exchange prevailing on the respective dates of such transactions.

      The  Funds  do  not isolate  that  portion  of the  results  of operations
      resulting from changes in the  foreign exchange rates on investments  from
      the  fluctuations arising from changes in  the market prices of securities
      held. Such fluctuations are included with the net realized and  unrealized
      gain or loss on investments.

      Net  realized  foreign  exchange  gains  or  losses  arise  from  sales of
      portfolio securities,  sales of  foreign  currencies, and  the  difference
      between asset and liability amounts initially stated in foreign currencies
      and  the U.S. dollar value  of the amounts actually  received or paid. Net
      unrealized foreign  exchange gains  or losses  arise from  changes in  the
      value  of portfolio securities and other assets and liabilities at the end
      of the reporting period, resulting from changes in the exchange rates.

                                       50
<PAGE>
    d) REPURCHASE TRANSACTIONS--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. At the time  the Funds enter into  a
      repurchase   agreement,   the   value   of   the   underlying   collateral
      security(ies), including accrued interest, will be equal to or exceed  the
      value  of  the  repurchase  agreement  and,  in  the  case  of  repurchase
      agreements exceeding one day, the  value of the underlying  security(ies),
      including  accrued interest, is required during  the term of the agreement
      to be equal to or exceed the value of the repurchase agreement. Securities
      which serve to  collateralize the  repurchase agreement are  held by  each
      Fund's  custodian in book entry or  physical form in the custodial account
      of the  Fund.  Repurchase  agreements  are valued  at  cost  plus  accrued
      interest receivable.

    e)  JOINT  TRADING ACCOUNT--Pursuant  to an  exemptive  order issued  by the
      Securities and Exchange Commission, the Funds may transfer uninvested cash
      balances into  a  joint trading  account  managed by  Hartford  Investment
      Management Company (HIMCO) . These balances may be invested in one or more
      repurchase agreements and/or short-term money market instruments.

    f)  FUTURES, OPTIONS ON FUTURES AND OPTIONS ACCOUNTING PRINCIPLES--The Funds
      enter into futures contracts to retain their cash balance and yet be fully
      exposed to  the  market  thereby  providing  the  liquidity  necessary  to
      accommodate  redemptions while at the same time providing shareholders the
      investment return of a fully invested portfolio. A futures contract is  an
      agreement  between two parties to buy and  sell a security for a set price
      on a  future date.  When the  Funds enter  into such  contracts, they  are
      required  to deposit with their custodian an amount of "initial margin" of
      cash or  U.S.  Treasury  bills. Subsequent  payments,  called  maintenance
      margin,  to and from the broker, are made on a daily basis as the price of
      the underlying  debt  security  fluctuates,  making  the  long  and  short
      positions   in  the  futures   contract  more  or   less  valuable  (i.e.,
      mark-to-market), which results in an unrealized gain or loss to the Funds.
      The current market  value of a  traded futures contract  is the last  sale
      price or, in the absence of a last sale price, the last offering price or,
      in  the  absence  of either  of  these  prices, fair  value  is determined
      according to procedures established by the Funds' Board of Directors.

      At any time  prior to expiration  of the futures  contract, the Funds  may
      close  the position by taking an  opposite position which would operate to
      terminate the position in the  futures contract. A final determination  of
      maintenance margin is then made, additional cash is required to be paid by
      or released to the Funds and the Funds realize a gain or loss.

      The  premium paid by the Fund for the  purchase of a call or put option is
      included in  the Fund's  Statement  of Net  Assets  as an  investment  and
      subsequently "marked to market" to reflect the current market value of the
      option purchased. If an option which the Fund has purchased expires on its
      stipulated  expiration date, the Fund realizes a loss in the amount of the
      cost of the  option. If  the Fund enters  into a  closing transaction,  it
      realizes  a gain or loss, depending on  whether the proceeds from the sale
      are greater or less than the cost  of the option. If the Fund exercises  a
      put  option, it realizes  a gain or  loss from the  sale of the underlying
      security and the proceeds from such sale will be decreased by the  premium
      originally  paid. If  the Fund  exercises a call  option, the  cost of the
      security which the Fund purchases upon  exercise will be increased by  the
      premium originally paid.

    g)  FEDERAL INCOME TAXES--For Federal income  tax purposes, the Funds intend
      to continue to qualify as regulated investment companies under  Subchapter
      M  of the Internal Revenue Code by distributing substantially all of their
      taxable income  to  their shareholders  or  otherwise complying  with  the
      requirements for regulated investment companies. Accordingly, no provision
      for Federal income taxes has been made.

    h)  FUND SHARE VALUATION AND  DIVIDEND DISTRIBUTIONS TO SHAREHOLDERS--Orders
      for the  Fund's shares  are  executed in  accordance with  the  investment
      instructions  of the contract owners. Dividend income is accrued as of the
      ex-dividend date.  Interest income  and expenses  are accrued  on a  daily
      basis.  The net asset value  of the Fund's shares  is determined as of the
      close of each business day of the New York Stock Exchange (the  Exchange).
      Orders  for the purchase of the Funds'  shares received prior to the close
      of the Exchange  on any day  on which the  Fund is open  for business  are
      priced  at the per-share net asset value determined as of the close of the
      Exchange. Orders received after the close of the Exchange, or on a day  on
      which the Exchange and/or the Fund is not open for business, are priced at
      the per-share net asset value next determined.

      Dividends  are declared  by the Funds'  Board of Directors  based upon the
      investment performance of the respective Funds. The policy with respect to
      the Hartford Bond Fund, Inc., Hartford Stock Fund, Inc., Hartford Advisers
      Fund, Inc.,  Hartford  Aggressive  Growth Fund,  Inc.,  Hartford  Mortgage
      Securities  Fund, Inc., Hartford Index  Fund, Inc., Hartford International
      Opportunities Fund, Inc., and Hartford Dividend and Growth Fund, Inc.,  is
      to  distribute dividends from net investment income monthly and distribute
      realized capital gains, if any, annually.

                                       51
<PAGE>
 HARTFORD MUTUAL FUNDS
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1994

      The HVA Money  Market Fund, Inc.  and the Hartford  U.S. Government  Money
      Market  Fund, Inc. seek to maintain a  stable net asset value per share of
      $1.00 by declaring a daily dividend from net investment income,  including
      net  short-term capital gains and losses, and by valuing their investments
      using the amortized cost method. Dividends are distributed monthly.

      The character of distributions  made during the  year from net  investment
      income   or   net  realized   gains   may  differ   from   their  ultimate
      characterization for federal  income tax purposes.  These differences  are
      primarily  due to  differing treatments  for futures  and foreign currency
      transactions.

    i) RESTRICTED SECURITIES--The following  securities are restricted for  sale
      to qualified institutional investors.

<TABLE>
<CAPTION>
                                                       PAR       ACQUISITION                   MARKET         % OF
FUND        SECURITY                                  VALUE         DATE         COST           VALUE      NET ASSETS
- ----------  ------------------------------------  -------------  ----------  -------------  -------------  ----------
<S>         <C>                                   <C>            <C>         <C>            <C>            <C>
Stock       Autotote Corp
              5.500% due 8/15/01................  $  16,000,000   8/13/93    $  16,000,000  $  11,190,128     1.0%
Advisers    Autotote Corp
              5.500% due 8/15/01................  $  24,000,000   8/13/93    $  24,000,000  $  16,785,192     0.6%
</TABLE>

    j)  FOREIGN  CURRENCY  CONTRACTS--As  of  December  31,  1994,  the Hartford
      International Opportunities Fund, Inc. and the Hartford Aggressive  Growth
      Fund,  Inc. have entered into  forward foreign currency exchange contracts
      that obligate  the  Funds to  repurchase  currencies at  specified  future
      dates.  The Funds enter into forward  foreign currency contracts to manage
      currency exchange rate risk.

      Forward contracts involve elements of market risk in excess of the  amount
      reflected  in the Statement of  Net Assets. The Fund  bears the risk of an
      unfavorable change in  the foreign  exchange rate  underlying the  forward
      contract.

 3.  EXPENSES:

    a)  INVESTMENT MANAGEMENT  AND ADVISORY  AGREEMENTS--The Hartford Investment
      Management Company  (HIMCO), a  wholly-owned subsidiary  of Hartford  Life
      Insurance  Company (HL) provides investment management and supervision for
      Hartford  Stock  Fund,  Inc.,  Hartford  Advisers  Fund,  Inc.,   Hartford
      Aggressive  Growth Fund, Inc.,  Hartford International Opportunities Fund,
      Inc., and  Hartford  Dividend  and  Growth  Fund,  Inc.,  pursuant  to  an
      Investment  Management Agreement, which was  approved by each Fund's Board
      of Directors and shareholders.

      HIMCO also serves as  investment adviser to Hartford  Bond Fund Inc.,  HVA
      Money Market Fund, Inc., Hartford U.S. Government Money Market Fund, Inc.,
      Hartford  Mortgage Securities  Fund, Inc.,  and Hartford  Index Fund, Inc.
      pursuant to  an Agreement,  which was  approved by  each Fund's  Board  of
      Directors  and shareholders. The annual fees paid to HIMCO are .25% of the
      average daily net  assets for the  HVA Money Market  Fund, Inc.,  Hartford
      U.S.  Government Money Market Fund,  Inc. and Hartford Mortgage Securities
      Fund, Inc., and  .20% of  the average daily  net assets  for the  Hartford
      Index Fund, Inc.

      The  schedule below reflects  the rates of compensation  paid to HIMCO for
      services rendered:

      SCHEDULE A
<TABLE>
<CAPTION>
             HARTFORD BOND FUND, INC.
          AND HARTFORD STOCK FUND, INC.

AVERAGE DAILY NET ASSETS               ANNUAL FEE
- ------------------------------------  ------------
<S>                                   <C>
On first $250 million                      .325%
On next $250 million                       .300
On next $500 million                       .275
Over $1 billion                            .250

<CAPTION>
          HARTFORD ADVISERS FUND, INC.,
      HARTFORD AGGRESSIVE GROWTH FUND, INC.,
 HARTFORD INTERNATIONAL OPPORTUNITIES FUND, INC.
   AND HARTFORD DIVIDEND AND GROWTH FUND, INC.

AVERAGE DAILY NET ASSETS               ANNUAL FEE
- ------------------------------------  ------------
<S>                                   <C>
On first $250 million                      .575%
On next $250 million                       .525
On next $500 million                       .475
Over $1 billion                            .425
</TABLE>

                                       52
<PAGE>
      Wellington  Management  Company   (Wellington),  under  a   Sub-Investment
      Advisory  Agreement with HIMCO, furnishes  an investment program to HIMCO,
      for utilization by HIMCO in rendering services to the Hartford Stock Fund,
      Inc., Hartford Advisers Fund, Inc., Hartford Aggressive Growth Fund, Inc.,
      Hartford International Opportunities Fund, Inc. and Hartford Dividend  and
      Growth Fund, Inc. Wellington determines the purchase and sale of portfolio
      securities  and  places such  orders  for execution,  in  the name  of the
      respective Fund. In conjunction with such activities, Wellington regularly
      furnishes reports to  the Funds' Board  of Directors concerning  economics
      forecasts,  investment strategy, portfolio activity and performance of the
      Funds.

      Effective August 1, 1993, both Wellington and HIMCO agreed to  voluntarily
      waive  a  portion  of their  respectively,  sub-investment  and investment
      advisory fees  for  the Hartford  Stock  Fund, Inc.,  Hartford  Aggressive
      Growth  Fund,  Inc., and  Hartford Advisers  Fund,  Inc. Pursuant  to this
      waiver, HIMCO charged investment advisory fees at the following rates from
      August 1, 1993 to April 30, 1994.

      SCHEDULE B

<TABLE>
<CAPTION>
                                                                     AGGRESSIVE
ASSET LEVEL                                      STOCK    ADVISERS     GROWTH
- ---------------------------------------------  ---------  ---------  ----------
<S>                                            <C>        <C>        <C>
$0-$50 Million                                   .325%      .500%      .475%
$50-$150 Million                                 .300%      .525%      .475%
$150-$250 Million                                .300%      .525%      .525%
$250-$500 Million                                .275%      .475%      .475%
$500-$1,000 Million                              .275%      .425%      .475%
Over $1,000 Million                              .250%      .375%      .425%
</TABLE>

      An amended investment advisory agreement  with Wellington was approved  by
      the shareholders at the April 26, 1994 Shareholders' Meeting. As a result,
      this  voluntary waiver by Wellington and HIMCO was discontinued. Effective
      May 1, 1994, compensation paid to HIMCO for the Hartford Stock Fund, Inc.,
      Hartford Advisers Fund,  Inc. and Hartford  Aggressive Growth Fund,  Inc.,
      reflect rates as shown in Schedule A.

    b)  ADMINISTRATIVE  SERVICES  AGREEMENT--Under  the  Administrative Services
      Agreement between HL  and each  of the Funds,  HL provides  administrative
      services to the Funds and receives monthly compensation at the annual rate
      of .175% of each Fund's average daily net assets. The Funds assume and pay
      certain  other  expenses  (including,  but  not  limited  to,  shareholder
      accounting, state taxes  and directors' fees).  Directors' fees  represent
      remuneration  paid or accrued  to directors not affiliated  with HL or any
      other related company.

    c) OPERATING EXPENSES--Allocable expenses of  the Funds are charged to  each
      fund based on the ratio of the net assets of each fund to the combined net
      assets  of the Funds. Nonallocable expenses are charged to each fund based
      on specific identification.

 4.  UNREALIZED APPRECIATION (DEPRECIATION) ON INVESTMENTS:

    The aggregate gross  unrealized appreciation on  all investments  (including
    foreign  currency and futures contracts) where  there was an excess of value
    over tax cost,  the aggregate gross  unrealized depreciation of  investments
    where  there was  an excess of  tax cost  over value and  the net unrealized
    appreciation (depreciation) on investments as  of December 31, 1994 were  as
    follows:

<TABLE>
<CAPTION>
                                            AGGREGATE       AGGREGATE           NET
                                              GROSS           GROSS         UNREALIZED
                                           UNREALIZED       UNREALIZED     APPRECIATION
                                          APPRECIATION    (DEPRECIATION)   (DEPRECIATION)
                                          -------------   --------------   -------------
<S>                                       <C>             <C>              <C>
Hartford Bond Fund, Inc.                  $     71,603    $   (7,441,971)  $  (7,370,368)
Hartford Stock Fund, Inc.                   94,491,939       (63,837,924)     30,654,015
Hartford Advisers Fund, Inc.               117,279,290      (175,292,846)    (58,013,556)
Hartford Aggressive Growth Fund, Inc.      123,755,630       (95,783,854)     27,971,776
Hartford Mortgage Securities Fund, Inc.        361,305       (14,266,234)    (13,904,929)
Hartford Index Fund, Inc.                   21,943,508        (5,252,094)     16,691,414
Hartford International Opportunities
 Fund, Inc.                                 33,988,197       (18,913,584)     15,074,613
Hartford Dividend and Growth Fund, Inc.      1,362,228        (2,262,696)       (900,468)
</TABLE>

                                       53
<PAGE>
 HARTFORD MUTUAL FUNDS
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1994

 5.  EQUITY OF AFFILIATES:

    a)  HARTFORD  INDEX  FUND, INC.--Hartford  Life  Insurance  Company redeemed
      ownership of 4,000,000 shares  of Hartford Index  Fund, Inc. on  September
      27,  1994,  realizing  a  gain of  $2,141,120.  Hartford  Life  & Accident
      Insurance Company redeemed ownership of 1,000,000 shares of Hartford Index
      Fund, Inc. on September 27, 1994, realizing a gain of $535,280.

    b) HARTFORD INTERNATIONAL OPPORTUNITIES FUND, INC.--Hartford Life  Insurance
      Company  redeemed ownership of 5,000,000  shares of Hartford International
      Opportunities Fund,  Inc.  on September  27,  1994, realizing  a  gain  of
      $1,057,500.

    c)  HARTFORD DIVIDEND AND  GROWTH FUND, INC.--Hartford  Accident & Indemnity
      Insurance Company has ownership of  3,000,000 shares of Hartford  Dividend
      and Growth Fund, Inc. representing 5.4% of the total outstanding shares of
      the Fund as of December 31, 1994.

    d)  At  December 31,  1994, certain  Hartford  Life Insurance  Company group
      pension contracts held direct interest in shares as follows:

<TABLE>
<CAPTION>
                                                                                                                  PERCENT OF
                                                                                                                     TOTAL
                                                                                                       SHARES       SHARES
                                                                                                    ------------  -----------
<S>                                                                                                 <C>           <C>
Hartford Stock Fund, Inc..........................................................................        65,899     0.02%
Hartford Advisers Fund, Inc.......................................................................    10,709,364     0.56%
Hartford Aggressive Growth Fund, Inc..............................................................     5,313,800     1.31%
Hartford Mortgage Securities Fund, Inc............................................................    16,249,689     5.26%
Hartford Index Fund, Inc..........................................................................     9,462,900     9.14%
Hartford International Opportunities Fund, Inc....................................................     5,547,408     1.16%
</TABLE>

 6.  CAPITAL GAINS DISTRIBUTION:

    The Board of Directors declared a distribution from capital gains as follows
    in the respective Funds.

<TABLE>
<CAPTION>
                                                                      RECORD DATE         PAYABLE DATE      PER SHARE AMOUNT
                                                                  -------------------  -------------------  -----------------
<S>                                                               <C>                  <C>                  <C>
Hartford Stock Fund, Inc........................................   January 30, 1995     January 31, 1995         0.114069
Hartford Advisers Fund, Inc.....................................   January 30, 1995     January 31, 1995         0.019381
Hartford Aggressive Growth Fund, Inc............................   January 30, 1995     January 31, 1995         0.155213
Hartford Index Fund, Inc........................................   January 30, 1995     January 31, 1995         0.000628
Hartford International Opportunities Fund, Inc..................   January 30, 1995     January 31, 1995         0.010575
</TABLE>

 7.  INVESTMENT TRANSACTIONS:

    Investment transactions  (excluding  short-term investments)  for  the  year
    ended December 31, 1994, were as follows:

<TABLE>
<CAPTION>
                                                                                            PURCHASES AT        SALES AT
                                                                                                COST            PROCEEDS
                                                                                          ----------------  ----------------
<S>                                                                                       <C>               <C>
Hartford Bond Fund, Inc.................................................................   $  822,255,121   $    758,343,558
Hartford Stock Fund, Inc................................................................      843,135,562        660,308,313
Hartford Advisers Fund, Inc.............................................................    2,476,480,871      1,647,452,947
Hartford Aggressive Growth Fund, Inc....................................................    1,020,206,539        676,742,923
Hartford Mortgage Securities Fund, Inc..................................................    1,207,167,185      1,169,995,777
Hartford Index Fund, Inc................................................................       19,336,591          2,522,575
Hartford International Opportunities Fund, Inc..........................................      461,869,753        195,952,437
Hartford Dividend & Growth Fund, Inc....................................................       61,690,701          7,856,734
</TABLE>

                                       54


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