HARTFORD LIFE INSURANCE CO SEPARATE ACCOUNT TWO DC VAR AC II
497, 1996-03-15
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<PAGE>
 
     HARTFORD
     LIFE INSURANCE COMPANY
     SEPARATE ACCOUNT TWO (DC-II)
     Tax Sheltered Annuity/Individual Retirement Annuity
 
    [LOGO]
 
   The   group  variable  annuity  contracts  (hereinafter  the  "Contract"  or
 "Contracts")  described  in  this  Prospectus  are  issued  by  Hartford  Life
 Insurance  Company  ("Hartford  Life").  The  Contracts  provide  for  both an
 Accumulation Period  and  an  Annuity  Period. Contributions  are  held  in  a
 division  of Hartford  Life Insurance  Company Separate  Account Two ("DC-II")
 during the Accumulation Period  and during the  Annuity Period. The  Contracts
 may  contain a  General Account option  which allows  participants to allocate
 contributions to the  General Account  of Hartford Life.  The General  Account
 option, if applicable, is not described in this Prospectus.
 
   The  Contracts are issued to  Employers or to a  trustee or custodian of the
 Employer's plan, to allow  their employees to participate  in a Tax  Sheltered
 Annuity  as described under Section 403(b) of  the Internal Revenue Code or an
 Individual Retirement Annuity as described  under Section 408 of the  Internal
 Revenue Code.
 
   The  following Sub-Accounts are available under the Contracts. Opposite each
 Sub-Account is  the  name  of  the underlying  investment  ("Fund")  for  that
 Sub-Account.
 
 Advisers Fund             --  shares of Hartford Advisers Fund, Inc.
   Sub-Account                 ("Advisers Fund")
 Bond Fund Sub-Account     --  shares of Hartford Bond Fund, Inc. ("Bond Fund")
 Capital Appreciation      --  shares of Hartford Capital Appreciation Fund,
   Fund Sub-Account            Inc. (formerly "Hartford Aggressive Growth Fund,
                               Inc.") ("Capital Appreciation Fund")
 Dividend and Growth Fund  --  shares of Hartford Dividend and Growth Fund,
   Sub-Account                 Inc. ("Dividend and Growth Fund")
 Index Fund Sub-Account    --  shares of Hartford Index Fund, Inc. ("Index
                               Fund")
 International             --  shares of Hartford International Opportunities
   Opportunities Fund          Fund, Inc. ("International Opportunities Fund")
   Sub-Account
 Money Market Fund Sub-    --  shares of HVA Money Market Fund, Inc. ("Money
   Account                     Market Fund")
 Mortgage Securities Fund  --  shares of Hartford Mortgage Securities Fund,
   Sub-Account                 Inc. ("Mortgage Securities Fund")
 Responsibly Invested      --  shares of Calvert Responsibly Invested Balanced
   Balanced Fund               Fund Series of Acacia Capital Corporation.
   Sub-Account                 (formerly Calvert Socially Responsive Fund)
                               ("Responsibly Invested Balanced Fund")
 Stock Fund Sub-Account    --  shares of Hartford Stock Fund, Inc. ("Stock
                               Fund")
 AMS/TCI Advantage Fund    --  shares of TCI Portfolios, Inc. TCI Advantage
   Sub-Account                 ("AMS/TCI Advantage Fund")
 AMS/TCI Growth Fund Sub-  --  shares of TCI Portfolios, Inc. TCI Growth
   Account                     ("AMS/TCI Growth Fund")
 AMS/Fidelity VIP II       --  shares of Fidelity Investments Variable
   Asset Manager Fund          Insurance Products II Asset Manager
   Sub-Account                 ("AMS/Fidelity VIP II Asset Manager Fund")
 AMS/Fidelity VIP II       --  shares of Fidelity Investments Variable
   Contrafund Fund             Insurance Products II Contrafund Fund
   Sub-Account                 ("AMS/Fidelity VIP II Contrafund Fund")
 AMS/Fidelity VIP Growth   --  shares of Fidelity Investments Variable
   Fund Sub-Account            Insurance Products Growth Fund ("AMS/Fidelity
                               VIP Growth Fund")
 AMS/Fidelity VIP          --  shares of Fidelity Investments Variable
   Overseas Fund               Insurance Products Overseas Fund ("AMS/Fidelity
   Sub-Account                 VIP Overseas Fund")
 
 This  Prospectus sets  forth the  information concerning  DC-II that investors
 ought to know  before investing.  This Prospectus  should be  kept for  future
 reference.  Additional  information  about  DC-II  has  been  filed  with  the
 Securities and  Exchange  Commission  and is  available  without  charge  upon
 request.  To obtain  the Statement  of Additional  Information send  a written
 request to Hartford  Life Insurance Company,  Attn: RPVA Administration,  P.O.
 Box  2999, Hartford, CT 06104-2999. The Table of Contents for the Statement of
 Additional Information  may  be found  on  page  29 of  this  Prospectus.  The
 Statement  of  Additional Information  is  incorporated by  reference  to this
 Prospectus.
 ------------------------------------------------------------------------------
 THESE SECURITIES HAVE NOT BEEN APPROVED  OR DISAPPROVED BY THE SECURITIES  AND
 EXCHANGE  COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
 AND EXCHANGE COMMISSION  OR ANY  STATE SECURITIES COMMISSION  PASSED UPON  THE
 ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
 A CRIMINAL OFFENSE.
 ------------------------------------------------------------------------------
 ------------------------------------------------------------------------------
 THIS  PROSPECTUS IS NOT VALID UNLESS ATTACHED TO THE CURRENT PROSPECTUS OF THE
 APPLICABLE ELIGIBLE FUNDS LISTED  ABOVE WHICH CONTAINS  A FULL DESCRIPTION  OF
 THOSE  FUNDS. INVESTORS  ARE ADVISED TO  RETAIN THESE  PROSPECTUSES FOR FUTURE
 REFERENCE.
 ------------------------------------------------------------------------------
 
 Prospectus Dated: December 29, 1995
 Statement of Additional Information Dated: December 29, 1995
<PAGE>
                               TABLE OF CONTENTS
 
<TABLE>
<CAPTION>
 SECTION                                                                   PAGE
 ------------------------------------------------------------------------  ----
 <S>                                                                       <C>
 GLOSSARY OF SPECIAL TERMS...............................................    3
 FEE TABLES..............................................................    4
 SUMMARY.................................................................    5
 PERFORMANCE RELATED INFORMATION.........................................    7
 INTRODUCTION............................................................    7
 THE CONTRACTS AND THE SEPARATE ACCOUNT..................................    8
   What are the Contracts?...............................................    8
   Who can buy these Contracts?..........................................    8
   What is the Separate Account and how does it operate?.................    8
 OPERATION OF THE CONTRACT...............................................    9
   How are Contributions credited?.......................................    9
   May I change the amount of my Contributions?..........................    9
   May I make changes in my Sub-Account allocations?.....................    9
   May I transfer assets between Sub-Accounts?...........................    9
   How do I transfer assets between Sub-Accounts or change my Sub-Account
    allocations?.........................................................   10
   What happens if the Contractholder fails to make Contributions?.......   10
   May I assign or transfer the Contract?................................   10
   May I request a loan from my Individual Account?......................   10
   How do I know what my account is worth?...............................   11
   How is the Accumulation Unit value determined?........................   11
   How are the underlying Fund shares valued?............................   11
 PAYMENT OF BENEFITS.....................................................   12
   What would my Beneficiary receive as death proceeds?..................   12
   How can a Contract be redeemed or surrendered?........................   12
   Can payment of the redemption or surrender value ever be postponed
    beyond the seven day period?.........................................   13
   May I surrender once Annuity payments have started?...................   13
   Can a Contract be suspended by a Contractholder?......................   13
   How do I elect an Annuity Commencement Date and Form of Annuity?......   14
   What is the minimum amount that I may select as an Annuity Payment?...   14
   How are Contributions made to establish my Annuity account?...........   14
   What are the available Annuity Options under the Contracts?...........   14
   Systematic Withdrawal Option..........................................   15
   How are Variable Annuity payments determined?.........................   16
   Can a Contract be modified?...........................................   17
 CHARGES UNDER THE CONTRACT..............................................   17
   How are the charges under these Contracts made?.......................   17
   What do the sales charges cover?......................................   18
   What is the mortality, expense and administrative risk charge?........   18
   Are there any other administrative charges?...........................   19
   Is there ever a time where the sales charges or Annual Contract Fee
    does not apply?......................................................   19
   Experience Rating of Contracts........................................   19
   How much are the deductions for Premium Taxes on these Contracts?.....   19
   What charges are made by the Funds?...................................   20
   Are there any other deductions?.......................................   20
 HARTFORD LIFE INSURANCE COMPANY AND THE FUNDS...........................   20
   What is Hartford Life?................................................   20
   What are the Funds?...................................................   20
   Does Hartford Life have any interest in the Funds?....................   23
 FEDERAL TAX CONSIDERATIONS..............................................   23
   What are some of the federal tax consequences which affect these
    Contracts?...........................................................   23
 MISCELLANEOUS...........................................................   26
   What are my voting rights?............................................   26
   Will other Contracts be participating in the Separate Account?........   27
   How are the Contracts sold?...........................................   27
   Who is the custodian of the Separate Account's assets?................   27
   Are there any material legal proceedings affecting the Separate
    Account?.............................................................   27
   Are you relying on any experts as to any portion of this
    Prospectus?..........................................................   27
   How may I get additional information?.................................   28
 TABLE OF CONTENTS FOR STATEMENT OF ADDITIONAL INFORMATION...............   29
</TABLE>
 
                                       2
<PAGE>
                           GLOSSARY OF SPECIAL TERMS
 
ACCUMULATION PERIOD: The period before the commencement of Annuity payments.
 
ACCUMULATION UNIT: An accounting unit of measure used to calculate values before
Annuity payments begin.
 
ANNUAL   CONTRACT  FEE:  A  fee  charged  for  establishing  and  maintaining  a
Participant's Individual Account under a Contract.
 
ANNUITANT: A Participant on whose behalf Annuity payments are to be made under a
Contract.
 
ANNUITY: A series of  payments for life,  or for life with  a minimum number  of
payments  or  a  determinable  sum  guaranteed,  or  for  a  joint  lifetime and
thereafter during the lifetime of the survivor, or for payments for a designated
period.
 
ANNUITY COMMENCEMENT DATE: The date on which Annuity payments are to commence.
 
ANNUITY PERIOD: The period following the commencement of Annuity payments.
 
ANNUITY UNIT:  An accounting  unit of  measure in  DC-II used  to calculate  the
amount of Variable Annuity payments.
 
BENEFICIARY: The person(s) designated to receive Contract values in the event of
the Participant's or Annuitant's death.
 
CODE: The Internal Revenue Code of 1986, as amended.
 
COMMISSION: Securities and Exchange Commission.
 
CONTRACTHOLDER: The Employer or entity owning the Contract.
 
CONTRACT  YEAR: A period of 12 months  commencing with the effective date of the
Contract or with any anniversary thereof.
 
CONTRIBUTION(S): The  amount(s) paid  or  transferred to  Hartford Life  by  the
Contractholder on behalf of Participants pursuant to the terms of the Contracts.
 
DATE  OF COVERAGE: The date on which  the application on behalf of a Participant
is received by Hartford Life.
 
DC-II: A division of Hartford Life Insurance Company Separate Account Two.
 
EMPLOYER: An  employer  who establishes  a  Tax  Sheltered Annuity  Plan  or  an
Individual Retirement Annuity plan for its employees.
 
FIXED  ANNUITY: An Annuity providing for  guaranteed payments which remain fixed
in amount  throughout  the  payment  period  and which  do  not  vary  with  the
investment experience of DC-II.
 
FUNDS: The Funds described commencing on page 20 of this Prospectus.
 
GENERAL  ACCOUNT: The  General Account  of Hartford  Life which  consists of all
assets of Hartford Life other than  those allocated to the separate accounts  of
Hartford Life.
 
HARTFORD LIFE: Hartford Life Insurance Company.
 
INDIVIDUAL  RETIREMENT ANNUITY: An annuity contract  purchased by an Employer on
behalf of  its employees  and which  provides for  special tax  treatment  under
Section 408 of the Code.
 
IRS: Internal Revenue Service.
 
MINIMUM  DEATH  BENEFIT:  The  minimum  amount  payable  upon  the  death  of  a
Participant prior to age 65 and before Annuity payments have commenced.
 
PARTICIPANT: Any employee of an Employer/Contractholder electing to  participate
in  the Contract. The  term "Participant" includes a  Participant Owner under an
Individual Retirement Annuity under Section 408 of the Code.
 
PARTICIPANT'S CONTRACT YEAR: A period of twelve (12) months commencing with  the
Date  of  Coverage  of  a  Participant  and  each  successive  12  month  period
thereafter.
 
PARTICIPANT'S INDIVIDUAL ACCOUNT: An account  to which DC-II Accumulation  Units
are allocated on behalf of a Participant under the Contract .
 
PREMIUM  TAX: A  tax charged  by a state  or municipality  on premiums, purchase
payments or contract values.
 
TAX SHELTERED ANNUITY (also commonly referred to as "Tax Deferred Annuity"):  An
annuity  Contract purchased by an Employer on  behalf of its employees and which
qualifies for special tax treatment under Sections 403(b) of the Code.
 
SEPARATE ACCOUNT: Hartford Life Insurance Company Separate Account Two.
 
SUB-ACCOUNT: Accounts established within DC-II with respect to a Fund.
 
VALUATION DAY:  Every day  the New  York  Stock Exchange  is open  for  business
exclusive of the following holidays: Martin Luther King Day, Lincoln's Birthday,
Columbus  Day, Veteran's Day, the day before  Independence Day and the day after
Thanksgiving. The value  of DC-II is  determined at  the close of  the New  York
Stock Exchange (currently 4:00 p.m. Eastern Time) on such days.
 
VALUATION PERIOD: The period between successive Valuation Days.
 
VARIABLE  ANNUITY:  An  Annuity  providing for  payments  varying  in  amount in
accordance with the investment experience of  the assets held in the  underlying
securities of DC-II.
 
                                       3
<PAGE>
                                   FEE TABLE
                       Contract Owner Transaction Expense
                               (All Sub-Accounts)
 
<TABLE>
 <S>                                                                 <C>
 Sales Load Imposed on Purchases (as a percentage of premium
   payments).......................................................    None
 Transfer fee......................................................     $0
 Contingent Deferred Sales Charge (as a percentage of amounts
   withdrawn)
     First through Fifth Year......................................      5%
     Sixth Year....................................................      4%
     Seventh Year..................................................      3%
     Eighth Year...................................................      2%
     Ninth Year....................................................      1%
     Tenth Year or later...........................................      0%
 Annual Contract Fee...............................................  $  30(1)
 Annual Expenses--Separate Account (as a percentage of average
   account value)
     Mortality and Expense Risk....................................  1.250%
</TABLE>
 
    The  Transfer Fee, Contingent Deferred Sales Charge, Annual Contract Fee and
Mortality and Expense Risk charge may be reduced or eliminated. See  "Experience
of Rating Contracts" on page 19.
 
                         Annual Fund Operating Expense
            (as a percentage of net assets for the year ended 1994)
 
<TABLE>
<CAPTION>
                                                                        TOTAL FUND
                                                  MANAGEMENT   OTHER    OPERATING
                                                     FEES     EXPENSES   EXPENSES
                                                  ----------  --------  ----------
 <S>                                              <C>         <C>       <C>
 Hartford Bond Fund..............................   0.500%     0.047%     0.547%
 Hartford Stock Fund.............................   0.462%     0.039%     0.501%
 HVA Money Market Fund...........................   0.425%     0.049%     0.474%
 Hartford Advisers Fund..........................   0.615%     0.040%     0.655%
 Hartford Capital Appreciation...................   0.675%     0.045%     0.720%
 Hartford Mortgage Securities Fund...............   0.425%     0.052%     0.477%
 Hartford Index Fund.............................   0.375%     0.079%     0.454%
 Hartford International Opportunities Fund.......   0.725%     0.126%     0.851%
 Responsibly Invested Balanced Fund..............   0.700%     0.100%     0.800%
 Hartford Dividend & Growth Fund (2).............   0.668%     0.166%     0.834%
 TCI Growth......................................   1.000%     0.000%     1.000%
 TCI Advantage...................................   1.000%     0.000%     1.000%
 Fidelity VIP Growth.............................   0.620%     0.070%     0.690%
 Fidelity VIP Overseas...........................   0.770%     0.150%     0.920%
 Fidelity VIP II Asset Manager...................   0.720%     0.080%     0.800%
 Fidelity VIP II Contrafund......................   0.620%     0.270%     0.890%
</TABLE>
 
(1) The annual contract fee is a single $30 charge on a Contract. It is deducted
    proportionally from the investment options in use at the time of the charge.
    In  the Example, the annual  contract fee is approximated  as a 0.07% annual
    asset charge based on the experience of the Contracts.
 
(2) A portion of the management fees  were waived in 1994. Without this  waiver,
    the  management fee would  have been 0.750% and  the total operating expense
    would have been 0.916%.
 
EXAMPLE
<TABLE>

<CAPTION>
                                If you surrender your  contract  If  you annuitize at the end of  If you  do not  surrender  your
                                at  the  end of  the applicable  the applicable time period: You  contract:  You  would  pay  the
                                time period: You would pay  the  would   pay    the    following  following  expenses on a $1,000
                                following  expenses on a $1,000  expenses on a $1,000             investment,   assuming   a   5%
                                investment,   assuming   a   5%  investment,   assuming   a   5%  annual return on assets:
                                annual return on assets:         annual return on assets:

 SUB-ACCOUNT                    1 YEAR 3 YEARS 5 YEARS 10 YEARS  1 YEAR 3 YEARS 5 YEARS 10 YEARS  1 YEAR 3 YEARS 5 YEARS 10 YEARS
                                ------ ------- ------- --------  ------ ------- ------- --------  ------ ------- ------- --------
 <S>                            <C>    <C>     <C>     <C>       <C>    <C>     <C>     <C>       <C>    <C>     <C>     <C>
 Hartford Bond Fund............  $ 90   $ 132   $ 176    $ 273    $ 17   $  54   $  93    $ 203    $ 18   $  55   $  94    $ 204
 Hartford Stock Fund...........    89     130     174      268      16      52      91      198      17      53      91      199
 HVA Money Market Fund.........    89     129     172      265      16      51      89      195      17      52      90      196
 Hartford Advisers Fund........    91     135     181      284      18      57      99      215      19      58     100      216
 Hartford Capital Appreciation
   Fund........................    92     137     184      290      19      59     102      222      19      60     103      223
 Hartford Mortgage Securities
   Fund........................    89     130     173      266      16      52      89      195      17      52      90      196
 Hartford Index Fund...........    86     120     156      231      13      41      72      159      14      42      73      160
 Hartford International
   Opportunities Fund..........    93     140     191      303      20      63     109      236      21      64     110      237
 Responsibly Invested Balanced
   Fund........................    92     139     188      296      19      62     106      230      20      62     107      231
 Hartford Dividend & Growth
   Fund........................    93     140     190      302      20      53     108      234      21      63     109      235
 AMS/TCI Growth................    94     145     198      318      22      68     117      251      22      69     118      252
 AMS/TCI Advantage.............    94     145     198      318      22      68     117      251      22      69     118      252
 AMS/Fidelity VIP Growth.......    91     136     183      287      18      68     117      251      19      69     101      220
 AMS/Fidelity VIP Overseas.....    93     142     194      310      21      65     113      243      21      66     113      244
 AMS/Fidelity VIP II Asset
   Manager.....................    92     139     139      298      19      62     106      230      20      62     107      231
 AMS/Fidelity VIP II
   Contrafund..................    93     141     193      307      20      64     111      240      21      65     112      241
</TABLE>
 
    The purpose of this table is  to assist the contract owner in  understanding
various  costs  and  expenses  that  a  contract  owner  will  bear  directly or
indirectly. The table reflects expenses  of the Separate Account and  underlying
Funds. Premium taxes may also be applicable.
 
    This  EXAMPLE should not be considered  a representation of passed or future
expenses and actual expenses may be greater or less than those shown.
 
                                       4
<PAGE>
                                    SUMMARY
 
A. CONTRACTS OFFERED
 
    Group  variable annuity contracts  are offered for  issuance to Employers to
allow employee participation and special tax treatment under Section 403(b)  and
Section 408 of the Code.
 
    The  Contracts are limited  to plans established  and sponsored by Employers
for their employees. The Contract is normally  issued to the Employer or to  the
trustee or custodian of the Employer's plan.
 
B. ACCUMULATION PERIOD UNDER THE CONTRACTS
 
    During  the Accumulation Period under the Contracts, Contributions submitted
by  the  Contractholder  are  used  to  purchase  variable  account   interests.
Contributions  allocated to purchase  variable account interests  may, after the
deductions described hereafter, be invested  in selected Sub-Accounts of  DC-II.
The  Contract may contain a General  Account option which allows participants to
allocate contributions  to the  General Account  of Hartford  Life. The  General
Account option, if applicable, is not described in this Prospectus.
 
C. CONTINGENT DEFERRED SALES CHARGES
 
    There  is  no deduction  for sales  expenses at  the time  Contributions are
allocated to the Contracts. However, a  contingent deferred sales charge may  be
assessed  against a Participant's  Individual Account when  it is withdrawn. The
number  of  Participant  Contract  Years  completed  prior  to  withdrawal  will
determine the amount of the contingent deferred sales charge. The amount or term
of  the contingent deferred sales charge  may be reduced (see "Experience Rating
of Contracts", page 19). Such  charges will in no  event ever exceed 8.50%  when
applied  as a percentage against the sum of all Contributions to a Participant's
Individual Account.
 
    The charge is a percentage of the amount surrendered and equals:
 
<TABLE>
<CAPTION>
CONTRACT YEAR
OF WITHDRAWAL                                               MAXIMUM CHARGE
- ----------------------------------------------------------  --------------
<S>                                                         <C>
    1-5...................................................        5%
    6.....................................................        4%
    7.....................................................        3%
    8.....................................................        2%
    9.....................................................        1%
    10 or more............................................        0%
</TABLE>
 
    No deduction for contingent deferred sales  charges will be made in  certain
cases.  (See  "Is  there ever  a  time when  the  sales charges  do  not apply?"
commencing on page 19.)
 
D. TRANSFER BETWEEN ACCOUNTS
 
    During the Accumulation  Period a  Participant may allocate  monies held  in
DC-II  among the available Sub-Accounts of  DC-II. Currently, there is no charge
for up to  12 transfers per  Participant Contract Year.  A fee of  $5.00 may  be
assessed  for each transfer made in excess  of 12 per Participant Contract Year.
No two  (2) transfers  may occur  on consecutive  Valuation Days.  There may  be
additional restrictions under certain circumstances. (See "May I transfer assets
between Sub-Accounts?" page 9.)
 
E. ANNUITY PERIOD UNDER THE CONTRACTS
 
    At  the end of the Accumulation Period, Contract values held with respect to
a Participant's Individual Account may, at the direction of the Participant,  be
allocated  to provide Fixed and/or Variable  Annuities under the Contracts. (See
"How are contributions made to establish my Annuity account?" commencing on page
14.) However, Hartford  Life will  not assume responsibility  in determining  or
monitoring minimum distributions beginning at age 70 1/2 .
 
                                       5
<PAGE>
F. MINIMUM DEATH BENEFITS
 
    A Minimum Death Benefit is provided in the event of death of the Participant
prior  to the earlier of Participant's 65th birthday or the Annuity Commencement
Date (see "What would my Beneficiary  receive as death proceeds?" commencing  on
page 12).
 
G. ANNUITY OPTIONS
 
    The  Annuity  Commencement  Date  will  not  be  deferred  beyond  the  date
Participants become  age 70  1/2 or  such earlier  date as  may be  required  by
applicable  law and/or  regulation. If a  Participant does  not elect otherwise,
Hartford Life reserves the right to begin Annuity payments automatically at  age
65  under  an option  providing for  a  life Annuity  with 120  monthly payments
certain (see  "What are  the  available Annuity  options under  the  Contracts?"
commencing on page 14).
 
H. DEDUCTIONS FOR PREMIUM TAXES
 
    Deductions  will be made  for the payment  of any Premium  Taxes that may be
levied against  the Contract  at  the time  imposed  under applicable  law  (see
"Charges Under The Contract", on page 17). Currently, the range is 0% to 3.5%.
 
I. ASSET CHARGE IN THE SEPARATE ACCOUNT
 
    During  both the Accumulation Period and the Annuity Period a charge is made
by Hartford  Life  for  providing  the  mortality,  expense  and  administrative
undertakings  under the Contracts. Such charge is  an annual rate of 1.25% (.85%
for mortality, .15% for expense and .25% for administrative undertakings) of the
average daily net assets of DC-II.  The rate charged for the mortality,  expense
and  administrative  undertakings  under  the  Contracts  may  be  reduced  (see
"Experience Rating of  Contracts", page  19) and may  be periodically  increased
beyond  a rate of 1.25%, subject to a  maximum annual rate of 2.00%. However, no
increase will occur  unless the Commission  shall have first  approved any  such
increase. (See "Charges Under The Contract", page 17.)
 
J. ANNUAL CONTRACT FEE
 
    An   Annual  Contract  Fee  may  be   charged  against  the  value  of  each
Participant's Individual Account under a Contract at the end of a  Participant's
Contract  Year.  The maximum  Annual Contract  Fee  is $30.00  per year  on each
Participant's Individual Account. (See "Charges  Under The Contract", page  17.)
The  Annual Contract  Fee may  be reduced or  waived (see  "Experience Rating of
Contracts, page 19).
 
K. MINIMUM PAYMENT
 
    There  is  no  minimum  amount  for  initial  Contributions  or   subsequent
Contributions  that may be made on  behalf of a participant's Individual Account
under a Contract.
 
L. INDIVIDUAL ACCOUNT LOANS
 
    Participants may  request  a  loan  from  Participant's  Individual  Account
subject  to  a  single $100.00  non-refundable  loan processing  fee.  Loans are
subject to a minimum of $1,000 and may  not exceed the lesser of (1) 50% of  the
Participant's  Individual Account value, or (2)  $50,000, reduced by the highest
outstanding balance  of any  loan to  such Participant  during the  twelve-month
period  ending on the  day before the loan  is made. (See "May  I Request a Loan
from my  Individual Account",  page 10.)  Individual Account  loans may  not  be
available in all states or may be subject to restrictions.
 
M. FUND FEES AND CHARGES
 
    The  Funds  are  subject to  certain  fees,  charges and  expenses.  See the
accompanying Prospectuses for the Funds.
 
N. PAYMENT ALLOCATION TO DC-II
 
    The Contracts permit the allocation of Contributions, in multiples of 10% of
each Contribution, among  the fifteen (15)  Sub-Accounts of DC-II.  There is  no
minimum amount that may be allocated to any Sub-Account.
 
                                       6
<PAGE>
O. VOTING RIGHTS OF CONTRACTHOLDERS
 
    Contractholders  and/or vested Participants  will have the  right to vote on
matters affecting the underlying Fund to  the extent that proxies are  solicited
by  such Fund. If a Contractholder does  not vote, Hartford Life shall vote such
interest in the  same proportion as  shares of the  Fund for which  instructions
have been received by Hartford Life (see "What are my voting rights?" commencing
on page 26).
 
                        PERFORMANCE RELATED INFORMATION
 
    DC-II  may advertise certain performance  related information concerning its
Sub-Accounts. Performance  information about  the Sub-Account  is based  on  the
Sub-Account's past performance only and is no indication of future performance.
 
    The Advisers Fund, Bond Fund, Capital Appreciation Fund, Dividend and Growth
Fund,  Index Fund, International Opportunities Fund, Money Market Fund, Mortgage
Securities Fund, Responsibly Invested Balanced Fund, Stock Fund, AMS/TCI  Growth
Fund,   AMS/TCI  Advantage  Fund,  AMS/Fidelity   VIP  II  Asset  Manager  Fund,
AMS/Fidelity  VIP  Growth  Fund,  AMS/Fidelity  VIP  II  Contrafund  Fund,   and
AMS/Fidelity  VIP  Overseas  Fund  Sub-Accounts  may  include  total  return  in
advertisements or other sales material.
 
    When a Sub-Account advertises its standardized total return, it will usually
be calculated for one  year, five years,  and ten years  or some other  relevant
periods  if the Sub-Account  has not been  in existence for  at least ten years.
Total return  is  measured  by comparing  the  value  of an  investment  in  the
Sub-Account  at  the  beginning of  the  relevant  period to  the  value  of the
investment at the end  of the period (assuming  the deduction of any  contingent
deferred  sales charge which would be payable if the investment were redeemed at
the end  of  the  period). Total  return  figures  are net  of  all  Fund  level
management  fees  and charges,  the mortality  and expense  risk charge  and the
Annual Contract Fee.
 
    The Bond Fund, Mortgage Securities Fund and TCI Advantage Fund  Sub-Accounts
may  advertise yield in addition to total  return. The yield will be computed in
the following manner: The net investment income per unit earned during a  recent
one  month period is  divided by the unit  value on the last  day of the period.
This figure  reflects  the  recurring  charges on  the  Separate  Account  level
including the Annual Contract Fee and the mortality and expense risk charge.
 
    The  Money Market Fund may advertise yield and effective yield. The yield of
the Sub-Account  is based  upon the  income  earned by  the Sub-Account  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
Sub-Account  units and thus compounded in the  course of a 52-week period. Yield
and effective yield reflect the recurring charges on the Separate Account  level
including the Annual Contract Fee and the mortality and expense risk charge.
 
    Total  return at the  Separate Account level  includes all Contract charges:
contingent deferred sales charges, mortality  and expense risk charges, and  the
Annual  Contract Fee and is therefore lower than total return at the Fund level,
with no  comparable  charges. Likewise,  yield  at the  Separate  Account  level
includes  all recurring charges  (except sales charges),  and is therefore lower
than yield at the Fund level, with no comparable charges.
 
                                  INTRODUCTION
 
    This Prospectus  has  been  designed  to  provide  you  with  the  necessary
information to make a decision on purchasing a Contract offered by Hartford Life
in  DC-II, or an  interest therein, issued  in conjunction with  a Tax Sheltered
Annuity plan  or an  Individual Retirement  Annuity plan  of an  Employer.  This
Prospectus  describes  only  the elements  of  the Contracts  pertaining  to the
variable portion of the  Contract. The Contracts may  contain a General  Account
option  which is not described  in this Prospectus. Please  read the Glossary of
Special Terms on page 3 prior to reading this Prospectus to familiarize yourself
with the terms being used.
 
                                       7
<PAGE>
                               THE CONTRACTS AND
                              THE SEPARATE ACCOUNT
 
WHAT ARE THE CONTRACTS?
 
    The  Contracts are  group variable  annuity contracts  under which  variable
  account  Contributions  are  held in  a  division of  Hartford  Life Insurance
  Company Separate Account Two ("DC-II") during both the Accumulation Period and
  the Annuity Period. The Contracts are issued  to Employers or to a trustee  or
  custodian  of the Employer's plan to allow their employees to participate in a
  Tax Sheltered Annuity  as described  under Section 403(b)  of the  Code or  an
  Individual Retirement Annuity as described under Section 408 of the Code.
 
     During the Accumulation Period under the Contracts, Contributions submitted
  by the  Employer  to the  Contracts  are  used to  purchase  variable  account
  interests.  Contributions allocated to purchase  variable interests may, after
  the deductions described  hereafter, be invested  in selected Sub-Accounts  of
  DC-II.
 
WHO CAN BUY THESE CONTRACTS?
 
      The group  variable annuity  Contracts offered  under this  Prospectus are
  offered for use in annuity purchase plans adopted according to Section  403(b)
  of   the  Code  as  adopted  by  public  school  systems,  certain  tax-exempt
  organizations described  in  Section  501(c)(3)  of  the  Code  and  including
  employee  pension  plans established  for employees  by  a state,  a political
  subdivision of a state, or an agency or instrumentality of either a state or a
  political subdivision of a state, as well as for Individual Retirement Annuity
  plans adopted according to Section 408 of the Code. A group Contract is issued
  to an Employer or to a trustee or custodian of the Employer's plan to  provide
  a  Tax  Sheltered  Annuity  or  Individual  Retirement  Annuity  plan  for its
  employees.
 
WHAT IS THE SEPARATE ACCOUNT AND HOW DOES IT OPERATE?
 
     Separate Account  Two  is organized  as a  unit  investment trust  type  of
  investment  company and has been registered  as such with the Commission under
  the Investment  Company  Act of  1940,  as amended.  (On  March 31,  1988,  DC
  Variable  Account  II was  transferred to  Separate Account  Two and  became a
  division thereof). Registration  of the Separate  Account with the  Commission
  does  not involve  supervision of  the management  or investment  practices or
  policies of  the Separate  Account  or of  Hartford  Life by  the  Commission.
  However, Hartford Life and the Separate Account are subject to supervision and
  regulation  by the  Department of Insurance  of the State  of Connecticut. The
  Separate Account  meets the  definition of  "separate account"  under  federal
  securities law.
 
     Under Connecticut law,  the assets of the  Separate Account attributable to
  the Contracts offered under  this Prospectus are held  for the benefit of  the
  owners  of, and the persons entitled to payments under, those Contracts. Also,
  in  accordance  with  the  Contracts,  the  assets  in  the  Separate  Account
  attributable  to  Contracts  participating  in the  Separate  Account  are not
  chargeable with liabilities arising  out of any  other business Hartford  Life
  may  conduct. So, you will  not be affected by the  rate of return of Hartford
  Life's general account, nor by the  investment performance of any of  Hartford
  Life's other separate accounts.
 
     Contributions  are allocated  to one or  more Sub-Accounts  of the Separate
  Account. Each  Sub-Account  is  invested  exclusively in  the  assets  of  one
  underlying  Fund. Contributions and proceeds of transfers between Sub-Accounts
  are applied to  purchase shares  in the appropriate  Fund at  net asset  value
  determined   as  of  the  end  of   the  Valuation  Period  during  which  the
  Contributions were received or the  transfer made. All distributions from  the
  Fund  are  reinvested  at  net  asset  value.  The  value  of  a Participant's
  Individual Account  will  therefore vary  during  the Accumulation  Period  in
  accordance  with the net income and  fluctuation in the individual investments
  within the  underlying  Fund  portfolio or  portfolios.  During  the  Variable
  Annuity  payout  period,  Annuity payments  and  reserve values  will  vary in
  accordance with these factors.
 
    HARTFORD LIFE DOES NOT GUARANTEE THE INVESTMENT RESULTS OF THE  SUB-ACCOUNTS
  OR  ANY OF THE UNDERLYING INVESTMENTS. THERE IS NO ASSURANCE THAT THE VALUE OF
  A CONTRACT DURING THE YEARS PRIOR TO RETIREMENT OR THE AGGREGATE AMOUNT OF THE
  VARIABLE ANNUITY PAYMENTS WILL EQUAL THE SUM OF PARTICIPANT CONTRIBUTIONS MADE
  UNDER THE  CONTRACT.  SINCE  EACH UNDERLYING  FUND  HAS  DIFFERENT  INVESTMENT
  OBJECTIVES,  EACH IS  SUBJECT TO DIFFERENT  RISKS. THESE RISKS  ARE MORE FULLY
  DESCRIBED IN THE ACCOMPANYING FUND PROSPECTUSES.
 
                                       8
<PAGE>
    Hartford Life  reserves the right,  subject to compliance  with the law,  to
  substitute  the  shares of  any other  registered  investment company  for the
  shares of any  Fund held by  the Separate Account.  Substitution may occur  if
  shares  of the Fund(s) become unavailable or  due to changes in applicable law
  or interpretations of law. Current  law requires notification to  Participants
  of  any such substitution  and approval of the  Commission. Hartford Life also
  reserves the right,  subject to compliance  with the law  to offer  additional
  Sub-Accounts with differing investment objectives.
 
     The  Separate Account  may be subject  to liabilities  arising from another
  division of  the  Separate Account  whose  assets are  attributable  to  other
  variable  annuity Contracts or variable life insurance policies offered by the
  Separate Account which are not described in this Prospectus.
 
    Hartford  Life may offer  additional Separate Account  Options from time  to
  time  under these Contracts. Such  new options will be  subject to the then in
  effect charges, fees, and or transfer restrictions for the Contracts for  such
  additional separate accounts.
 
                           OPERATION OF THE CONTRACT
 
HOW ARE CONTRIBUTIONS CREDITED?
 
     The Contract  will cover present  and future employees  of the Employer who
  elect to  participate  in  the  Contract.  Contributions  to  a  Participant's
  Individual Account under a Contract are applied to purchase Accumulation Units
  in  the selected Sub-Accounts.  The number of  Accumulation Units purchased is
  determined by dividing the Contribution  by the appropriate Accumulation  Unit
  Value on the date the Contribution is credited to the Participant's Individual
  Account.  Initial  Contributions are  credited  to a  Participant's Individual
  Account  within  two  business  days  of  receipt  of  a  properly   completed
  application   and  the  initial  Contribution.  Subsequent  Contributions  are
  credited to a Participant's Individual  Account on the date following  receipt
  of  the  Contribution by  Hartford Life  at  its home  office, P.O.  Box 2999,
  Hartford, CT 06104-2999.
 
    If an application or any other information is incomplete when received,  the
  Contribution  will be credited to  the Participant's Individual Account within
  five business days.  If an initial  Contribution is not  credited within  five
  business  days, it will be immediately  returned unless you have been informed
  of the delay  and request that  the Contribution not  be returned.  Subsequent
  Contributions  cannot be credited on  the same day of  receipt unless they are
  accompanied by adequate instructions.
 
    The number of  Sub-Account Accumulation Units will  not change because of  a
  subsequent  change in an Accumulation Unit's value, but the dollar value of an
  Accumulation Unit  will  vary to  reflect  the investment  experience  of  the
  appropriate Fund shares that serve as the underlying investment for DC-II.
 
      There  is  no  minimum  amount  for  initial  Contributions  or subsequent
  Contributions that may be made on behalf of a Participant's Individual Account
  under a Contract.
 
MAY I CHANGE THE AMOUNT OF MY CONTRIBUTIONS?
 
    Under  IRS regulations, a  Participant may not  change the salary  reduction
  agreement  that establishes the fixed amount  or fixed percentage of salary to
  be contributed to the plan during a  taxable year. See below for a  discussion
  of changes in Sub-Account allocations and transfers between Sub-Accounts.
 
MAY I MAKE CHANGES IN MY SUB-ACCOUNT ALLOCATIONS?
 
     The Contract permits the allocation  of Contributions, in multiples of 10%,
  among the sixteen (16) Sub-Accounts of DC-II. There is no minimum amount  that
  may  be allocated to  any Sub-Account. Such  changes must be  requested in the
  form and manner prescribed by Hartford Life.
 
MAY I TRANSFER ASSETS BETWEEN SUB-ACCOUNTS?
 
     During the  Accumulation Period  a Participant  may transfer  the value  of
  Participant's  Individual Account allocations from one or more Sub-Accounts or
  the General Account to any another Sub-Account, the General Account or to  any
  combination thereof.
 
                                       9
<PAGE>
    Amounts allocated to the General Account, or amounts previously allocated to
  the  General Account during the 3  month period immediately preceding the date
  such transfer is requested,  may not be transferred  to any Sub-Account  which
  Hartford  Life considers to be a  competing fixed income Sub-Account. Hartford
  Life reserves  the right  to limit  the maximum  amount transferred  from  the
  General  Account during a Contract Year to 20% of the Participant's Individual
  Account in any one Participant Contract Year.
 
    Currently there is no charge for up to 12 transfers per Participant Contract
  Year. A fee of $5.00  may be assessed for each  transfer made in excess of  12
  per  Participant Contract Year. No two  (2) transfers may occur on consecutive
  Valuation Days.
 
    In addition, the right, with respect to a Participant's Individual  Account,
  to transfer monies between Sub-Accounts is subject to modification if Hartford
  Life  determines, in its sole opinion, that  the exercise of that right by the
  Contractholder/Participant is,  or  would be,  to  the disadvantage  of  other
  Contractholders/  Participants. Any modification could be applied to transfers
  to or from the same or all of  the Sub-Accounts and could include, but not  be
  limited  to, the requirement  of a minimum time  period between each transfer,
  not accepting transfer requests of an  agent acting under a power of  attorney
  on  behalf of  more than  one Participant  or Contractholder,  or limiting the
  dollar  amount   that   may  be   transferred   between  Sub-Accounts   by   a
  Contractholder/Participant  at any one time.  Such restrictions may be applied
  in any manner  reasonably designed to  prevent any use  of the transfer  right
  which  is  considered by  Hartford Life  to  be to  the disadvantage  of other
  Contractholders/Participants.
 
HOW DO I TRANSFER ASSETS BETWEEN SUB-ACCOUNTS OR CHANGE MY SUB-ACCOUNT
ALLOCATIONS?
 
    Transfers between Sub-Accounts and changes in Sub-Account allocations may be
  made by written request or by calling toll free 1-800-771-3051. Any  transfers
  or  changes made  in writing will  be effected as  of the date  the request is
  received by Hartford  Life at  its home office,  P.O. Box  2999, Hartford,  CT
  06104-2999.  Telephone transfer changes  may not be  permitted in some states.
  The policy of Hartford Life  and its agents and  affiliates is that they  will
  not  be responsible for  losses resulting from  acting upon telephone requests
  reasonably believed  to  be  genuine. Hartford  Life  will  employ  reasonable
  procedures to confirm that instructions communicated by telephone are genuine;
  otherwise,  Hartford Life may be liable for  any losses due to unauthorized or
  fraudulent instructions. The procedures Hartford Life follows for transactions
  initiated  by  telephone  include  requirements  that  Participants   identify
  themselves  by  their group  number,  participant number  and  social security
  number. All transfer instructions by telephone are recorded.
 
WHAT HAPPENS IF THE CONTRACTHOLDER FAILS TO MAKE CONTRIBUTIONS?
 
    A Contract will be deemed paid-up within 30 days after any anniversary  date
  of  the  Contract if  the Contractholder  has not  remitted a  Contribution to
  Hartford Life during the preceding 12 month period. Effective with a change of
  the Contract to paid-up status, no  further Contributions will be accepted  by
  Hartford  Life and each Participant's Individual Account will be considered an
  inactive account until the commencement of Annuity payments or until the value
  of the Participant's Individual Account is disbursed or applied in  accordance
  with  the  termination provisions  (see  "How can  a  Contract be  redeemed or
  surrendered" on page 12).
 
MAY I ASSIGN OR TRANSFER THE CONTRACT?
 
    The  Contracts and  a Participant's interest  therein may  not be  assigned,
  transferred or pledged.
 
MAY I REQUEST A LOAN FROM MY INDIVIDUAL ACCOUNT?
 
     During the Accumulation Period, a Participant under a Tax Sheltered Annuity
  plan may request a loan from his or her Individual Account subject to a single
  $100.00 non-refundable loan  processing fee.  The loan proceeds  and the  loan
  processing fee will be deducted from the Participant's Individual Account on a
  pro  rata basis  from the  applicable Sub-Accounts on  the date  that the loan
  proceeds are disbursed. Individual Account loans  may not be available in  all
  states  or  may  be  subject  to  restrictions.  Loans  are  not  available to
  Participants under an Individual Retirement Annuity plan.
 
    The  loan amount may  not exceed the  lesser of (1)  50% of the  value of  a
  Participant's  Individual  Account, or  (2)  $50,000, reduced  by  the highest
  outstanding balance of any  loan to such  Participant during the  twelve-month
  period  ending on the day before the loan  is made. The minimum loan amount is
  $1,000.
 
                                       10
<PAGE>
    At the beginning of each calendar quarter, Hartford Life shall determine the
  interest rate  to be  charged on  all loans  issued during  such quarter.  The
  interest  rate shall reflect current market  interest rates and the prevailing
  interest rate levels under the Contract.  The maximum interest rate shall  not
  exceed the current guaranteed interest rate for the General Account plus 2%.
 
     Monthly loan payments (except for  the initial payment) are due and payable
  at the Home Office of  Hartford Life on the last  business day of each  month.
  The  initial monthly loan payment is due and payable during the month in which
  the loan proceeds  are disbursed  from the  Participant's Individual  Account.
  Participant's  Individual Account will be credited  with the amount of monthly
  loan payments  (both principal  and  interest) minus  a monthly  loan  balance
  charge of .166% of the then outstanding loan balance. The monthly loan balance
  charge will be retained by Hartford Life.
 
     Prepayment of the  outstanding loan balance is  prohibited during the first
  twelve (12) months following  disbursement of the  loan proceeds, except  upon
  termination  of  employment. Following  the twelfth  month, a  Participant may
  prepay all or any portion of the outstanding principal balance on the loan and
  any unpaid  interest  accrued as  of  the date  of  the payment  made  by  the
  Participant.  Participants may select a repayment term  of 1 to 5 years (in 12
  month increments) from the last business day  of the first month in which  the
  loan  amount  is distributed  from the  Contract.  Loan balances  which remain
  unpaid after a specified period will  be treated as a distribution subject  to
  taxation.  See  "Federal  Tax  Considerations" commencing  on  page  23  for a
  discussion of the tax implications of a distribution.
 
    Loans will have a  permanent effect on the Participant's Individual  Account
  because  the investment  results of  each Sub-Account  will apply  only to the
  amount remaining in such  Sub-Account. The longer a  loan is outstanding,  the
  greater  the impact is likely to be. Also, if not repaid, the outstanding loan
  balance will reduce the death benefit otherwise payable to a Beneficiary.
 
HOW DO I KNOW WHAT MY ACCOUNT IS WORTH?
 
    The value of a Participant's Individual Account under a Contract at any time
  prior to the commencement of Annuity payments can be determined by multiplying
  the total number of Sub-Account Accumulation Units credited to a Participant's
  Individual Account by the current  Accumulation Unit value for the  respective
  Sub-Account.  There is  no assurance that  the value in  the Sub-Accounts will
  equal  or  exceed  the  Contributions  made  by  the  Contractholder  to  such
  Sub-Accounts.
 
    The value of the Accumulation Units in DC-II representing an interest in the
  appropriate  Fund  shares  that are  held  under the  Contract  were initially
  established on the date  that Contributions were  credited to the  appropriate
  Sub-Account. The value of the respective Accumulation Units for any subsequent
  day is determined by multiplying the Accumulation Unit value for the preceding
  day  by the net investment factor of the appropriate Sub-Accounts (see "How is
  the Accumulation Unit value determined?" below).
 
HOW IS THE ACCUMULATION UNIT VALUE DETERMINED?
 
    The Accumulation Unit  value for each Sub-Account  will vary to reflect  the
  investment  experience of the  applicable Fund and will  be determined on each
  Valuation Day by  multiplying the  Accumulation Unit value  of the  particular
  Sub-Account  on the preceding  Valuation Day by a  "Net Investment Factor" for
  that Sub-Account  for the  Valuation  Period then  ended. The  Net  Investment
  Factor  for each of the Sub-Accounts is equal to the net asset value per share
  of the corresponding Fund  at the end  of the Valuation  Period (plus the  per
  share amount of any dividends or capital gains by that Fund if the ex-dividend
  date occurs in the Valuation Period then ended) divided by the net asset value
  per  share of the corresponding Fund at  the beginning of the Valuation Period
  and subtracting from that amount the amount of any charges assessed during the
  Valuation Period then ending.
 
    Participants should refer  to the Prospectuses for  each of the Funds  which
  accompany this Prospectus for a description of how the assets of each Fund are
  valued  since each determination has a direct bearing on the Accumulation Unit
  value of the Sub-Account and therefore the value of a Participant's Individual
  Account. The Accumulation  Unit value is  affected by the  performance of  the
  underlying  Fund(s), expenses and  deduction of the  charges described in this
  Prospectus.
 
HOW ARE THE UNDERLYING FUND SHARES VALUED?
 
    The shares of  the Fund are valued  at net asset value  on a daily basis.  A
  complete  description of the valuation method  used in valuing Fund shares may
  be found in the accompanying Prospectus of each Fund.
 
                                       11
<PAGE>
                              PAYMENT OF BENEFITS
 
WHAT WOULD MY BENEFICIARY RECEIVE AS DEATH PROCEEDS?
 
     The  Contracts provide that  in the  event the Participant  dies before the
  selected Annuity Commencement Date or the date the Participant attains age  65
  (whichever  occurs first) the  Minimum Death Benefit  payable on such Contract
  will be the greater of (a)  the value of the Participant's Individual  Account
  determined  as of the day written proof of death of such person is received by
  Hartford Life, or (b) 100% of  the total Contributions made to such  Contract,
  reduced by any prior partial withdrawals or outstanding loan indebtedness.
 
     The benefit may be taken by the Beneficiary in a single fixed sum, in which
  case payment will be made  within seven days of receipt  of proof of death  by
  Hartford  Life, unless subject to postponement  as explained below. In lieu of
  payment in one sum, a Beneficiary may  elect that the amount be applied  under
  any  annuity option available in Hartford Life's variable annuities then being
  issued provided any  such option  must provide that  a death  benefit will  be
  distributed  within five years of the  Participant's death; or, if the benefit
  is payable  over a  period not  extending beyond  the life  expectancy of  the
  Beneficiary  or over the  life of the Beneficiary,  such benefit must commence
  within one year of the date  of the Participant's death. The Contract  further
  provides that if the Beneficiary is the spouse of the Participant, such spouse
  may elect, in lieu of the death benefit, to be treated as the Participant.
 
     An election to receive death benefits  under a form of Annuity must be made
  prior to a lump sum  settlement with Hartford Life  and within one year  after
  the  death by  written notice  to Hartford  Life at  its offices  in Hartford,
  Connecticut. Benefit proceeds due on death may be applied to provide  variable
  payments,  fixed payments, or a combination of variable and fixed payments. If
  a Beneficiary elects to receive variable payments, the amount of each  Annuity
  payment  will vary  to reflect fluctuations  in the returns  of the underlying
  investments. No election  to provide  Annuity payments  will become  operative
  unless  the initial Annuity payment is at least $20.00 on either a variable or
  fixed basis, or $20.00  on each basis when  a combination benefit is  elected.
  The  manner in which the Annuity payments are determined and in which they may
  vary from  month  to month  are  the same  as  applicable to  a  Participant's
  Individual  Account  after  retirement  (see "How  are  contributions  made to
  establish my Annuity account?" page 14).
 
HOW CAN A CONTRACT BE REDEEMED OR SURRENDERED?
 
    THERE ARE CERTAIN RESTRICTIONS ON SECTION 403(b) TAX-SHELTERED ANNUITIES. AS
  OF DECEMBER 31, 1988, ALL  SECTION 403(b) TAX-SHELTERED ANNUITIES HAVE  LIMITS
  ON  FULL  AND PARTIAL  SURRENDERS. CONTRIBUTIONS  TO  THE CONTRACT  MADE AFTER
  DECEMBER 31, 1988 AND ANY INCREASES IN CASH VALUE AFTER DECEMBER 31, 1988  MAY
  NOT  BE DISTRIBUTED  UNLESS THE CONTRACT  OWNER/EMPLOYEE HAS  (A) ATTAINED AGE
  59 1/2,  (B) TERMINATED  EMPLOYMENT, (C)  DIED, (D)  BECOME DISABLED,  OR  (E)
  EXPERIENCED FINANCIAL HARDSHIPS.
 
    DISTRIBUTIONS DUE TO FINANCIAL HARDSHIP OR SEPARATION FROM SERVICE MAY STILL
  BE SUBJECT TO A PENALTY TAX OF 10%.
 
     HARTFORD LIFE WILL  NOT ASSUME ANY RESPONSIBILITY  IN DETERMINING WHETHER A
  WITHDRAWAL IS  PERMISSIBLE, WITH  OR WITHOUT  TAX PENALTY,  IN ANY  PARTICULAR
  SITUATION;  OR IN MONITORING WITHDRAWAL REQUESTS REGARDING PRE OR POST JANUARY
  1, 1989 ACCOUNT VALUES.
 
     On termination  of Contributions  to a  Contract by  the Contractholder  on
  behalf  of a Participant  prior to the selected  Annuity Commencement Date for
  such Participant, the Participant will have the following options, subject  to
  the restrictions above:
 
        1.   To continue  a Participant's Individual Account  in force under the
    Contract. Under this option, on the selected Annuity Commencement Date,  the
    Participant  will  begin  to  receive Annuity  payments  under  the selected
    Annuity option  under the  Contract. (See  "What are  the available  Annuity
    options  under the Contracts?"  commencing on page  14.) At any  time in the
    interim, a Participant  may surrender the  Participant's Individual  Account
    for a lump sum cash settlement in accordance with item 3. below.
 
                                       12
<PAGE>
        2.     To  elect  Annuity  payments   immediately.  The  values  in  the
    Participant's  Individual  Account  may  be  applied,  subject  to  Contract
    provisions,  to  provide  for  Fixed  or  Variable  Annuity  payments,  or a
    combination thereof,  commencing  immediately, under  the  selected  Annuity
    option  under the  Contract. (See  "What are  the available  Annuity options
    under the Contracts?" commencing on page 14).
 
        3.  To surrender the Participant's Individual Account under the Contract
    for a lump sum cash settlement, in  which event the Annual Contract Fee  and
    any  applicable contingent deferred sales charges will be deducted (See "How
    are the charges  under these Contracts  made?" commencing on  page 17).  The
    amount  received  will  be the  net  termination value  next  computed after
    receipt of a written request for complete withdrawal by Hartford Life at its
    home office, P.O. Box 2999,  Hartford, CT 06104-2999. Payment will  normally
    be  made as soon as possible but not later than seven days after the written
    request is received by Hartford Life.
 
        4.   In  the case  of  a partial  withdrawal,  the amount  requested  is
    withdrawn  from the  specified Sub-Account(s)  or, if  no Sub-Account(s) are
    specified, all applicable Sub-Account(s) on a pro rata basis. The contingent
    deferred sales charge,  if any, is  deducted as a  percentage of the  amount
    withdrawn  (see "How are the charges  under these Contracts made?" page 17).
    If the  contingent deferred  sales  charge has  been experience  rated  (see
    "Experience  Rating of Contracts", page 19),  any amounts not subject to the
    contingent deferred sales charge will be deemed to be withdrawn last.
 
        5.    To  begin  making   monthly,  quarterly,  semi-annual  or   annual
    withdrawals while allowing the Participant's Individual Account to remain in
    the Accumulation Period under the Contract. Participant's Individual Account
    remains  subject  to the  Annual Contract  Fee and  any fluctuations  in the
    investment results of the Sub-Accounts or any of the underlying investments.
    A Participant may  transfer the values  of Participant's Individual  Account
    allocations  from one  or more  Sub-Accounts or  the General  Account to any
    another Sub-Account, the General Account or to any combination thereof.  See
    "Systematic  Withdrawal  Option"  commencing  on  page  15  for  a  complete
    description of the restrictions and limitations of this option.
 
CAN PAYMENT OF THE REDEMPTION OR SURRENDER VALUE EVER BE POSTPONED BEYOND THE
SEVEN DAY PERIOD?
 
    Yes. It may be postponed whenever (a) the New York Stock Exchange is closed,
  except for holidays or weekends, or trading on the New York Stock Exchange  is
  restricted  as  determined  by  the  Commission;  (b)  the  Commission permits
  postponement and so orders; or (c) the Commission determines that an emergency
  exists  making  valuation  of  the  amounts  or  disposal  of  securities  not
  reasonably practicable.
 
MAY I SURRENDER ONCE ANNUITY PAYMENTS HAVE STARTED?
 
      Except with  respect  to Option  5 (on  a  variable payout),  once Annuity
  payments have commenced, no  surrender of a life  Annuity benefit can be  made
  for  the purpose of receiving a partial withdrawal or a lump sum settlement in
  lieu thereof. Any  surrender out  of Option 5  will be  subject to  contingent
  deferred sales charges, if applicable.
 
CAN A CONTRACT BE SUSPENDED BY A CONTRACTHOLDER?
 
     A Contract may be suspended  by the Contractholder by giving written notice
  at least 90 days prior  to the effective date  of such suspension to  Hartford
  Life  at its home office,  P.O. Box 2999, Hartford,  CT 06104-2999. A Contract
  will be suspended automatically on its anniversary if the Contractholder fails
  to assent to any  modification of a Contract,  as described under the  caption
  "Can  a Contract  be modified?"  (commencing on  page 17)  which modifications
  would have become effective  on or before  that anniversary. Upon  suspension,
  Contributions  to  Participant's  Individual  Accounts  will  continue  to  be
  accepted on behalf of existing Participants, subject to the Contract terms  in
  effect  prior to suspension.  Contributions will not be  accepted on behalf of
  any new Participants.
 
    Annuitants  at the time  of any  suspension will continue  to receive  their
  Annuity payments. The suspension of a Contract will not preclude a Participant
  from applying an existing Participant's Individual Accounts under DC-II to the
  purchase of Fixed or Variable Annuity benefits.
 
                                       13
<PAGE>
HOW DO I ELECT AN ANNUITY COMMENCEMENT DATE AND FORM OF ANNUITY?
 
    Participants select an Annuity Commencement Date, usually between their 50th
  birthday  and the  date they  become age  70 1/2,  and an  Annuity option. The
  Annuity Commencement Date may  not be deferred beyond  the date a  Participant
  becomes  age 70 1/2 or such earlier date  as may be required by applicable law
  and/or regulation. The Annuity Commencement Date and/or the Annuity option may
  be changed from time  to time, but any  such change must be  made at least  30
  days  prior to  the date  on which  Annuity payments  are scheduled  to begin.
  Annuity payments  will normally  be made  on the  first business  day of  each
  month.
 
     The Contract contains five optional Annuity forms, which may be selected on
  either a  Fixed or  Variable Annuity  basis, or  a combination  thereof. If  a
  Participant  does not  elect otherwise,  Hartford Life  reserves the  right to
  begin Annuity payments  at age  65 under Option  2 with  120 monthly  payments
  certain.  However, Hartford Life will not assume responsibility in determining
  or monitoring minimum distributions beginning at age 70 1/2.
 
    When an annuity is purchased, unless otherwise specified, Accumulation  Unit
  values will be applied to provide a Variable Annuity under DC-II.
 
WHAT IS THE MINIMUM AMOUNT THAT I MAY SELECT AS AN ANNUITY PAYMENT?
 
    The minimum Annuity payment is $20.00. No election may be made which results
  in a first payment of less than $20.00. If at any time Annuity payments are or
  become  less  than $20.00,  Hartford  Life reserves  the  right to  change the
  frequency of payment  to intervals that  will result in  payments of at  least
  $20.00.
 
HOW ARE CONTRIBUTIONS MADE TO ESTABLISH MY ANNUITY ACCOUNT?
 
     During the Annuity Period, Contract values are applied to establish a Fixed
  and/or Variable Annuity.
 
WHAT ARE THE AVAILABLE ANNUITY OPTIONS UNDER THE CONTRACTS?
 
    OPTION 1: LIFE ANNUITY
 
    A Life Annuity  is an Annuity payable during  the lifetime of the  Annuitant
  and  terminating  with the  last monthly  payment preceding  the death  of the
  Annuitant. Life  Annuity Options  (Options  1-4) offer  the maximum  level  of
  monthly  payments  of any  of the  options since  there is  no guarantee  of a
  minimum number of payments nor  a provision for a  death benefit payable to  a
  Beneficiary.
 
     It would be possible under this option for an Annuitant to receive only one
  Annuity payment if he or she dies prior to the due date of the second  Annuity
  payment,  two if he  or she dies  prior to the  due date of  the third Annuity
  payment, etc.
 
    *OPTION 2: LIFE ANNUITY WITH 120, 180 OR 240 MONTHLY PAYMENTS CERTAIN
 
    This Annuity option is an Annuity payable monthly during the lifetime of  an
  Annuitant  with the provision that payments will be made for a minimum of 120,
  180 or 240 months,  as elected. If,  at the death  of the Annuitant,  payments
  have  been made for less  than the minimum elected  number of months, then any
  remaining guaranteed  monthly payments  will  be paid  to the  Beneficiary  or
  Beneficiaries  designated  unless other  provisions  will have  been  made and
  approved by Hartford Life.
 
    *OPTION 3: UNIT REFUND LIFE ANNUITY
 
    This Annuity option is an Annuity payable monthly during the lifetime of the
  Annuitant terminating with  the last  payment due prior  to the  death of  the
  Annuitant except that an additional payment will be made to the Beneficiary or
  Beneficiaries if (a) below exceeds (b) below:
 
                        total amount applied under the option
 (a)  =                    at the Annuity Commencement Date
         --------------------------------------------------------------------
                 Annuity Unit value at the Annuity Commencement Date
 
         number of Annuity Units represented            number of monthly
 (b)  =  by each monthly Annuity payment made     X     Annuity payments made
 
    The amount of the additional payments will be determined by multiplying such
  excess  by  the Annuity  Unit value  as of  the  date that  proof of  death is
  received by Hartford Life.
 
                                       14
<PAGE>
    OPTION 4: JOINT AND LAST SURVIVOR ANNUITY
 
    An Annuity payable monthly during the joint lifetime of the Annuitant and  a
  designated  second person, and thereafter during the remaining lifetime of the
  survivor, ceasing with the last payment prior to the death of the survivor. At
  the Annuitant's death,  payments will continue  to be made  to the  contingent
  annuitant,  if living, for  the remainder of  the contingent annuitant's life.
  When the  Annuity is  purchased, the  Annuitant elects  what percentage  (50%,
  66 2/3% or 100%) of  the monthly Annuity payment will  continue to be  paid to
  the contingent annuitant.
 
    It  would be  possible under  this option  for an  Annuitant and  designated
  second  person in the event of the common or simultaneous death of the parties
  to receive only one payment  in the event of death  prior to the due date  for
  the second payment and so on.
 
    *OPTION 5: DESIGNATED (FIXED) PERIOD ANNUITY
 
      An amount  payable monthly  for the  number of  years selected.  Under the
  Contracts the minimum number of years is three.
 
    In the  event of the Annuitant's  death prior to the  end of the  designated
  period,  any  then  remaining payments  will  be  paid to  the  Beneficiary or
  Beneficiaries designated  unless  other provisions  will  have been  made  and
  approved  by Hartford Life. Option  5 is an option  that does not involve life
  contingencies and thus no mortality guarantee.
 
    Surrenders are subject to the limitations set forth in the Contract and  any
  applicable  contingent deferred sales charges (see  "How are the charges under
  these Contracts made?" page 17).
 
OTHER ANNUITY OPTIONS MAY BE MADE AVAILABLE FROM TIME TO TIME.
 
    * OPTIONS 2, 3 AND 5 ARE AVAILABLE ONLY IF THE GUARANTEED PAYMENT PERIOD  IS
      LESS  THAN THE  LIFE EXPECTANCY  OF THE ANNUITANT  AT THE  TIME THE OPTION
      BECOMES EFFECTIVE. SUCH LIFE EXPECTANCY SHALL BE COMPUTED ON THE BASIS  OF
      THE  MORTALITY TABLE PRESCRIBED BY THE IRS,  OR IF NONE IS PRESCRIBED, THE
      MORTALITY TABLE THEN IN USE BY HARTFORD LIFE.
- --------------------------------------------------------------------------------
  UNDER ANY OF THE ANNUITY OPTIONS ABOVE, EXCEPT OPTION 5 (ON A VARIABLE BASIS),
  NO SURRENDERS ARE PERMITTED AFTER ANNUITY PAYMENTS COMMENCE.
- --------------------------------------------------------------------------------
 
SYSTEMATIC WITHDRAWAL OPTION ("SWO")
 
     If permitted  by IRS  regulations and  the terms  of the  Employer's  plan,
  Participants  can  make  withdrawals while  allowing  Participant's Individual
  Account to remain in the  Accumulation Period under the Contract.  Eligibility
  under  this provision  is limited  to Participants  who have  terminated their
  employment with the Employer and have a minimum Individual Account balance  of
  $10,000  at the time  they elect the  SWO. The maximum  payment amount is 1.5%
  monthly, 4.5% quarterly, 9.0% semi-annually or 18.0% annually of Participant's
  Individual Account at  the time they  elect the SWO.  Payments are limited  to
  18.0% of Participant's Individual Account annually. The minimum payment amount
  is  $100. SWO payments are  generally taxable as ordinary  income and, if made
  prior to age 59  1/2, an IRS  tax penalty may  apply. The contingent  deferred
  sales charge, if any would apply to a withdrawal, is waived on SWO payments.
 
    Participants elect the specific dollar amount to be withdrawn, the frequency
  of  payments (monthly, quarterly, semi-annually  or annually) and the duration
  of payments (either  a fixed  number of  payments or  until the  Participant's
  Individual  Account  is depleted).  The duration  of  payments may  not extend
  beyond the  Participant's life  expectancy as  of the  beginning date  of  SWO
  payments or the joint and last survivor life expectancy of the Participant and
  the Participant's Beneficiary. Participants may not elect the SWO if they have
  an outstanding loan amount.
 
     Participants can  change the terms of  their SWO as often  as four times in
  each calendar year. Participants can terminate their SWO at any time and elect
  one of  the five  available Annuity  options or  a partial  or full  lump  sum
  withdrawal. If Participants elect a partial or full lump sum withdrawal within
  12  months of  a SWO  payment, the contingent  deferred sales  charge that was
  previously waived,  if any,  will be  deducted from  Participant's  Individual
  Account  upon  withdrawal. SWO  payments will  be deducted  from Participant's
  Individual Account pro rata from each  Sub-Account and the General Account  in
  which Participant's Individual Account is allocated.
 
                                       15
<PAGE>
     Hartford Life is  not responsible for determining  a withdrawal amount that
  satisfies the Minimum Distribution Requirements. Participants may be  required
  to  change their  SWO payment amount  to comply with  the Minimum Distribution
  Requirements. Participants  should  consult  their tax  adviser  to  determine
  whether  the  amount  of  their SWO  payments  meet  IRS  Minimum Distribution
  Requirements. See "Federal  Tax Considerations"  commencing on page  23 for  a
  discussion of the Minimum Distribution Requirements applicable to Participants
  over age 70 1/2.
 
     The SWO may only  be elected pursuant to an  election on a form provided by
  Hartford Life. Election of the SWO does not affect any of Participant's  other
  rights under the Contracts.
 
HOW ARE VARIABLE ANNUITY PAYMENTS DETERMINED?
 
     The value of the Annuity Unit for  each Sub-Account in DC-II for any day is
  determined by multiplying the  value for the preceding  day by the product  of
  (1)  the  net  investment factor  (see  "How  is the  Accumulation  Unit value
  determined?" commencing on  page 11) for  the day for  which the Annuity  Unit
  value  is being  calculated, and  (2) a factor  to neutralize  the assumed net
  investment rate discussed below.
 
     When Annuity  payments are  to  commence, the  value of  the  Participant's
  Individual  Account  is  determined  as  the  product  of  the  value  of  the
  Accumulation Unit credited to each Sub-Account as of the close of business  on
  the fifth business day preceding the date the first Annuity payment is due and
  the  number of Accumulation Units credited to  each Sub-Account as of the date
  the Annuity is to commence.
 
     The Contract  contains tables  indicating the  dollar amount  of the  first
  monthly  payment under the optional forms of  Annuity for each $1,000 of value
  of a Sub-Account under a Contract. The first monthly payment varies  according
  to  the form of Annuity selected. The Contract contains Annuity tables derived
  from the 1983a Individual Annuity Mortality Table with ages set back one  year
  and  with an assumed  interest rate ("A.I.R.")  of 4.00% per  annum. The total
  first  monthly  Annuity  payment  is  determined  by  multiplying  the   value
  (expressed  in thousands  of dollars)  of a  Sub-Account (less  any applicable
  premium taxes) by the amount of the first monthly payment per $1,000 of  value
  obtained  from the  tables in the  Contracts. With respect  to fixed annuities
  only, the current rate will be applied if it is higher than the rate under the
  tables in the Contract.
 
    Level Annuity payments would be produced if the net investment rate remained
  constant and equal to the A.I.R. In fact, payments will vary up or down in the
  proportion that the net investment  rate varies up or  down from the A.I.R.  A
  higher  assumed interest  rate may produce  a higher initial  payment but more
  slowly rising and more rapidly falling subsequent payments than would a  lower
  interest rate assumption.
 
     The amount  of the first  monthly Annuity payment,  determined as described
  above, is  divided  by  the value  of  an  Annuity Unit  for  the  appropriate
  Sub-Account  as of the close  of business on the  fifth business day preceding
  the day  on which  the payment  is due  in order  to determine  the number  of
  Annuity  Units represented by the first  payment. This number of Annuity Units
  remains fixed during  the Annuity  Period, and  in each  subsequent month  the
  dollar  amount of the Annuity payment  is determined by multiplying this fixed
  number of Annuity Units by the then current Annuity Unit value.
 
    Annuity  payments will  be made  on the first  day of  each month  following
  selection.  The  Annuity Unit  value  used in  calculating  the amount  of the
  Annuity payments will be based on an  Annuity Unit value determined as of  the
  close  of business on a day not more than the fifth business day preceding the
  date of the Annuity payment.
 
    In order to comply with the requirements of the Supreme Court decision dated
  July 6, 1983, in the case  of Norris vs. Arizona Governing Committee,  Annuity
  rates  will be based on a guaranteed Annuity rate table which is identical for
  both males and females.
 
                                       16
<PAGE>
    Here is an example of how a Variable Annuity payment is determined:
 
                        ILLUSTRATION OF ANNUITY PAYMENTS:
             (UNISEX) AGE 65, LIFE ANNUITY WITH 120 PAYMENTS CERTAIN
 
<TABLE>
 <C> <S>                                                         <C>
  1. Net amount applied........................................  $ 139,782.50
  2. Initial monthly income per $1,000 of payment applied......          6.13
  3. Initial monthly payment (1 x 2  DIVIDED BY 1,000).........  $     856.87
  4. Annuity Unit Value........................................         3.125
  5. Number of monthly annuity units (3  DIVIDED BY 4).........       274.198
  6. Assume annuity unit value for second month equal to.......         2.897
  7. Second monthly payment (6 x 5)............................  $     794.35
  8. Assume annuity unit value for third month equal to........         3.415
  9. Third month payment (8 x 5)...............................  $     936.39
</TABLE>
 
    The above figures illustrate the calculation of a Variable Annuity and  have
  no bearing on the actual record of DC-II.
 
CAN A CONTRACT BE MODIFIED?
 
    The Contracts may, subject to any federal and state regulatory restrictions,
  be  modified at any  time by written agreement  between the Contractholder and
  Hartford Life. No modification will affect the amount or term of any Annuities
  begun prior to the effective date  of the modification, unless it is  required
  to  conform the Contract  to, or give  the Contractholder the  benefit of, any
  federal or  state statutes  or any  rule or  regulation of  the U.S.  Treasury
  Department or the IRS.
 
     On or after the fifth anniversary of any Contract Hartford Life may change,
  from time to time, any or all of the terms of the Contracts by giving 90  days
  advance  written notice to the Contractholder, except that the Annuity tables,
  guaranteed interest rates and the contingent deferred sales charges which  are
  applicable at the time a Participant's Individual Account is established under
  a  Contract, will continue  to be applicable. In  addition, the limitations on
  the  deductions   for  the   mortality,  expense   risks  and   administrative
  undertakings  and  the  Annual Contract  Fee  will  continue to  apply  in all
  Contract Years.
 
    Hartford Life reserves  the right to modify the  Contract, but only if  such
  modification:  (i) is necessary to make the  Contract or DC-II comply with any
  law or regulation issued  by a governmental agency  to which Hartford Life  is
  subject;  or  (ii)  is  necessary to  assure  continued  qualification  of the
  Contract under the Code or other federal or state laws relating to  retirement
  annuities  or annuity Contracts; or (iii) is  necessary to reflect a change in
  the operation  of  DC-II  or  the  Sub-Account(s);  (iv)  provides  additional
  Separate  Account options; or  (v) withdraws Separate  Account options. In the
  event of  any such  modification  Hartford Life  will  provide notice  to  the
  Contractholder or to the payee(s) during the Annuity period. Hartford Life may
  also   make  appropriate   endorsement  in   the  Contract   to  reflect  such
  modification.
 
                           CHARGES UNDER THE CONTRACT
 
HOW ARE THE CHARGES UNDER THESE CONTRACTS MADE?
 
    There  is no  deduction for  sales expenses  at the  time Contributions  are
  allocated  to  the Participant's  Individual  Accounts. However,  a contingent
  deferred sales  charge  may be  assessed  against a  Participant's  Individual
  Account  when  it  is  withdrawn. The  number  of  Participant  Contract Years
  completed prior  to withdrawal  will determine  the amount  of the  contingent
  deferred  sales charge.  The amount or  term of the  contingent deferred sales
  charge may be reduced  (see "Experience Rating of  Contracts", page 19).  Such
  charges  will  in no  event ever  exceed  8.50% when  applied as  a percentage
  against the sum of all Contributions to a Participant's Individual Account.
 
                                       17
<PAGE>
    The charge is a percentage of the amount surrendered and equals:
 
<TABLE>
<CAPTION>
CONTRACT YEAR
OF WITHDRAWAL                                               MAXIMUM CHARGE
- ----------------------------------------------------------  --------------
<S>                                                         <C>
    1-5...................................................        5%
    6.....................................................        4%
    7.....................................................        3%
    8.....................................................        2%
    9.....................................................        1%
    10 or more............................................        0%
</TABLE>
 
    In the case of a withdrawal in which you request a certain dollar amount  be
  withdrawn,  the sales  charge is  deducted from  the amount  withdrawn and the
  balance is paid to you. Example: You request a total withdrawal, your  account
  value is $1,000 and the applicable sales load is 5%. Your Sub-Accounts will be
  surrendered  by  $1,000 and  you  will receive  $950  (i.e., the  $1,000 total
  withdrawal less the 5% sales charge). This is the method applicable on a  full
  surrender  of your Contract. In the case  of a partial withdrawal in which you
  request to receive a specified amount, the sales charge will be calculated  on
  the  total amount that must be withdrawn  from your Sub-Account(s) in order to
  provide you with the amount requested. Example: You request to receive  $1,000
  and  the applicable sales load  is 5%. Your Sub-Account(s)  will be reduced by
  $1,052.63 (i.e., a  total withdrawal of  $1,052.63 which results  in a  $52.63
  sales  charge ($1,052.63  x 5%)  and a  net amount  paid to  you of  $1,000 as
  requested).
 
WHAT DO THE SALES CHARGES COVER?
 
    The  contingent deferred  sales charges, when  applicable, will  be used  to
  cover  expenses  relating  to  the sale  and  distribution  of  the Contracts,
  including commissions  paid to  any distribution  organization and  its  sales
  personnel,  the  cost  of  preparing sales  literature  and  other promotional
  activities. It is anticipated that direct commissions paid on the sale of  the
  Contracts  will not exceed  5.0% of a  Contribution. To the  extent that these
  charges do not cover such distribution expenses they will be borne by Hartford
  Life from  its  general assets,  including  surplus or  possible  profit  from
  mortality and expense risk charges.
 
WHAT IS THE MORTALITY, EXPENSE AND ADMINISTRATIVE RISK CHARGE?
 
     Although Variable  Annuity payments made  under the Contracts  will vary in
  accordance with the investment performance of the underlying Fund shares  held
  in  the  Sub-Account(s), the  payments will  not be  affected by  (a) Hartford
  Life's actual mortality experience among Annuitants before or after retirement
  or (b)  Hartford  Life's  actual expenses,  including  certain  administrative
  expenses, if greater than the deductions provided for in the Contracts because
  of the expense and mortality undertakings by Hartford Life.
 
    In providing an expense undertaking, Hartford Life assumes the risk that the
  deductions  for contingent deferred sales charges, and the Annual Contract Fee
  under the Contracts may be insufficient to cover the actual future costs.
 
    The  mortality undertaking provided  by Hartford Life  under the  Contracts,
  assuming  the selection  of one  of the  forms of  life annuities,  is to make
  monthly Annuity payments (determined in accordance with the annuity tables and
  other provisions  contained  in  the  Contract) regardless  of  how  long  all
  Annuitants  may live and regardless of how  long all Annuitants as a group may
  live. This undertaking assures that neither the longevity of an Annuitant  nor
  an  improvement in life expectancy will have any adverse effect on the monthly
  Annuity payments  the  Annuitant will  receive  under the  Contract.  It  thus
  relieves  the  Participant from  the  risk that  they  will outlive  the funds
  accumulated.
 
    The  mortality undertaking  is based  on Hartford  Life's present  actuarial
  determination  of  expected mortality  rates among  all Annuitants.  If actual
  experience  among   Annuitants  deviates   from  Hartford   Life's   actuarial
  determination  of  expected mortality  rates  among Annuitants  because,  as a
  group, their longevity is longer than anticipated, Hartford Life must  provide
  amounts  from its general  funds to fulfill its  Contract obligations. In that
  event, a  loss will  fall on  Hartford Life.  Conversely, if  longevity  among
  Annuitants  is lower  than anticipated, a  gain will result  to Hartford Life.
  Hartford Life also  assumes the  liability for  payment of  the Minimum  Death
  Benefit provided under the Contract.
 
      The  administrative  undertaking provided  by  Hartford  Life  assures the
  Contractholder that administration will be provided throughout the entire life
  of the Contract.
 
                                       18
<PAGE>
    For  assuming these risks  Hartford Life presently  charges 1.25% (.85%  for
  mortality,  .15% for expense and .25%  for administrative undertakings) of the
  average daily net assets of DC-II. The rate charged for the mortality, expense
  and administrative  undertakings  under  the Contracts  may  be  reduced  (see
  "Experience  Rating of Contracts", page 19)  and may be periodically increased
  beyond a rate of 1.25%, subject to a maximum annual rate of 2.00%. However, no
  increase will  occur unless  the  Commission shall  have first  approved  such
  increase.
 
ARE THERE ANY OTHER ADMINISTRATIVE CHARGES?
 
    An Annual Contract Fee will be deducted from the value of each Participant's
  Individual  Account under  the Contracts. The  maximum Annual  Contract Fee is
  $30.00 per  year but  may be  reduced  or waived  (see "Experience  Rating  of
  Contracts", page 19).
 
     The Annual Contract Fee  will be deducted on the  last business day of each
  Participant's Contract  Year,  provided,  however,  that if  the  value  of  a
  Participant's  Individual Account is  redeemed in full at  any time before the
  last business day of the Participant's Contract Year, then the Annual Contract
  Fee charge will be deducted from the proceeds of such redemption. No deduction
  for the Annual Contract Fee will be  made during the Annuity Period under  the
  Contracts.  The  Annual Contract  Fee will  be  deducted from  the value  of a
  Participant's Individual Account on a  pro rata basis from the  Sub-Account(s)
  chosen.
 
IS THERE EVER A TIME WHEN THE SALES CHARGES OR ANNUAL CONTRACT FEE DOES NOT
APPLY?
 
     The contingent  deferred sales charge  and Annual Contract  Fee will not be
  deducted on  Contracts  in the  event  of: (1)  death  of a  Participant,  (2)
  disability,  within the meaning  of Code section  72(m)(7) (provided that such
  disability would entitle the Participant to receive social security disability
  benefits), (3)  confinement in  a nursing  home, provided  the Participant  is
  confined immediately following at least 90 days of continuous confinement in a
  hospital  or long term care facility, (4)  separation from service on or after
  the 5th Participant Contract  Year for Participants age  59 1/2 or older,  (5)
  financial  hardship  (e.g.  an  immediate  and  heavy  financial  need  of the
  Participant other than purchase of a  principal residence or payment for  post
  secondary education) or (6) if the value of a Participant's Individual Account
  is  paid out under one of the available Annuity options under the Contracts or
  under the Systematic Withdrawal Option (except that a surrender out of Annuity
  Option 5 is subject to sales charges, if applicable). Some of the above events
  may not apply to Individual Retirement Annuity Participants.
 
    If otherwise eligible to make a withdrawal under the terms of the Employer's
  plan, a Participant may withdraw  up to 10% of  the value of their  Individual
  Account  on a non-cumulative  basis each Participant  Contract Year, after the
  first, without application of a contingent deferred sales charge. The  minimum
  amount that can be withdrawn under this provision is $250.00.
 
EXPERIENCE RATING OF CONTRACTS
 
     Certain of the charges and fees described in this Prospectus may be reduced
  ("experience  rated")  for  Contracts  depending   on  the  total  number   of
  Participants,  the sum of  all Participants' Individual  Account values and/or
  anticipated  present  or  future  expense   levels.  Hartford  Life,  in   its
  discretion,   may  experience   rate  a  Contract   (either  prospectively  or
  retrospectively) by:  (1)  reducing  the  amount or  term  of  any  applicable
  contingent  deferred sales charge, (2) reducing  the amount of, or waiving the
  Annual  Contract  Fee,  (3)  reducing  the  Transfer  Fee,  (4)  reducing  the
  mortality,  expense and administrative risk charges, or (5) by any combination
  of the above. Reductions in these charges will not be unfairly  discriminatory
  against any person, including the affected Contractholders/Participants funded
  by DC-II. Experience rating credits have been given on certain cases.
 
HOW MUCH ARE THE DEDUCTIONS FOR PREMIUM TAXES ON THESE CONTRACTS?
 
     A  deduction is also  made for Premium  Taxes, if applicable,  imposed by a
  state or  other governmental  entity.  Certain states  impose a  Premium  Tax,
  ranging up to 3.50%. On any Contract subject to a Premium Taxes, Hartford Life
  will pay the taxes when imposed by the applicable taxing authorities. Hartford
  Life,  at its sole  discretion, will deduct the  taxes from Contributions when
  received, from the proceeds at surrender, or from the amount applied to effect
  an Annuity at the time Annuity payments commence.
 
                                       19
<PAGE>
WHAT CHARGES ARE MADE BY THE FUNDS?
 
    Deductions are made from the assets of the Funds to pay for management  fees
  and  the operating  expenses of  the Funds. A  full description  of the Funds,
  their investment policies and restrictions, risks charges and expenses and all
  other aspects of their operation is contained in the accompanying Prospectuses
  for the Funds.
 
ARE THERE ANY OTHER DEDUCTIONS?
 
    Participants  may transfer  monies between or  among Sub-Accounts  up to  12
  times  per Participant Contract Year. Such  transfers may be subject to charge
  of $5.00 for each transfer made in excess of 12 per Participant Contract Year.
 
                        HARTFORD LIFE INSURANCE COMPANY
                                 AND THE FUNDS
 
WHAT IS HARTFORD LIFE?
 
    Hartford Life was originally incorporated under the laws of Massachusetts on
  June 5, 1902. It  was subsequently redomiciled to  Connecticut. It is a  stock
  life  insurance company  engaged in  the business  of writing  health and life
  insurance, both ordinary and group, in all states of the United States and the
  District of Columbia. The  offices of Hartford Life  are located in  Simsbury,
  Connecticut;  however,  its  mailing address  is  P.O. Box  2999,  Hartford CT
  06104-2999. Hartford Life is ultimately 100% owned by Hartford Fire  Insurance
  Company,  one of the  largest multiple lines insurance  carriers in the United
  States. Effective December 20, 1995, Hartford Fire Insurance Company became an
  independent, publicly traded corporation and is no longer a subsidiary of  ITT
  Corporation.
 
     Hartford Life is rated A+ (superior)  by A.M. Best and Company, Inc. on the
  basis of its financial soundness and operating performance. Hartford Life  has
  an  AA+ rating from both Standard and Poor's and Duff and Phelps' on the basis
  of its claims-paying ability.
 
     These ratings  do  not apply  to the  performance  of DC-II.  However,  the
  contractual  obligations under this variable annuity are the general corporate
  obligations of  Hartford  Life. These  ratings  do apply  to  Hartford  Life's
  ability to meet its insurance obligations under the Contracts.
 
WHAT ARE THE FUNDS?
 
     Hartford Stock Fund, Inc. was  organized on March 11, 1976. The Responsibly
  Invested Balanced Fund (formerly Socially Responsive Fund) is a series of  the
  Acacia  Capital  Corporation, which  was incorporated  on September  27, 1982.
  Hartford Advisers Fund, Inc.,  Hartford Bond Fund, Inc.  and HVA Money  Market
  Fund  were all organized  on December 1,  1982. Hartford Index  Fund, Inc. was
  organized on  May  16, 1983.  Hartford  Capital Appreciation  Fund,  Inc.  was
  organized  on September 20, 1983. Hartford  Mortgage Securities Fund, Inc. was
  organized on October 5, 1984. Hartford International Opportunities Fund,  Inc.
  was organized on January 25, 1990. Hartford Dividend and Growth Fund, Inc. was
  organized on March 16, 1994. All of the Funds were incorporated under the laws
  of the State of Maryland and are collectively referred to as the "Funds."
 
     TCI  Advantage and TCI  Growth Funds  ("TCI Funds") are  separate series of
  shares issued by TCI Portfolios, Inc. ("TCIP"), a corporation organized  under
  the  laws  of  the  state  of Maryland.  TCIP  is  a  registered, diversified,
  open-ended investment management company under  the Investment Company Act  of
  1940.
 
     The Fidelity  Funds involve two  diversified open-end management investment
  companies, each  with multiple  portfolios and  organized as  a  Massachusetts
  business  trust. The Growth Portfolio and Overseas Portfolio are portfolios of
  the  Variable  Insurance  Products  Fund.  The  Asset  Manager  Portfolio  and
  Contrafund  Portfolio is a  portfolio of the  Variable Insurance Products Fund
  II. Each Fund continually  issues an unlimited number  of full and  fractional
  shares of beneficial interest in the Fund.
 
    The investment objectives of each of the Funds are as follows:
 
                                       20
<PAGE>
   HARTFORD 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. The investment
  adviser will vary the investments of the Fund among equity and debt securities
  and money market  instruments depending  upon its analysis  of market  trends.
  Total rate of return consists of current income, including dividends, interest
  and discount accruals and capital appreciation.
 
   HARTFORD CAPITAL APPRECIATION FUND, INC. (formerly Hartford Aggressive Growth
   Fund, Inc.)
 
     To  achieve growth  of capital by  investing in  equity 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 seek a high level of current income consistent with growth of capital and
  reasonable  investment risk  by investing  primarily in  equity securities and
  securities convertible into equity securities.
 
   HARTFORD INDEX FUND, INC.
 
     To  provide investment  results  that correspond  to  the price  and  yield
  performance  of publicly-traded common stocks in the aggregate, as represented
  by the Standard &  Poor's 500 Composite Stock  Price Index (the "Index").  The
  Fund  is  neither  sponsored  by,  nor  affiliated  with,  Standard  &  Poor's
  Corporation.
 
   HARTFORD INTERNATIONAL OPPORTUNITIES FUND, INC.
 
    To achieve  long-term total return consistent  with prudent investment  risk
  through investment primarily in equity securities issued by foreign 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 ("GNMA").
 
   RESPONSIBLY INVESTED BALANCED FUND (Calvert Responsibly Invested Balanced
   Fund Series, Acacia Capital Corporation) (formerly Socially Responsive Fund)
 
    To seek growth  of capital through investments  in enterprises which make  a
  significant  contribution to society through products and services and through
  the way they do business. The Fund invests in a portfolio of stocks, bonds and
  money market instruments selected with a concern for the social impact of each
  investment.
 
   HARTFORD STOCK FUND, INC.
 
    To achieve long-term capital growth primarily through capital  appreciation,
  with income a secondary consideration, by investing in equity-type securities.
 
   HVA MONEY MARKET FUND, INC.
 
    To achieve maximum current income consistent with liquidity and preservation
  of capital by investing in money market securities.
 
   TCI FUNDS
    TCI PORTFOLIOS, INC., TCI ADVANTAGE
 
      To seek  current  income and  capital  growth by  investing  in short-term
  securities of the U.S. Government or by its agencies or instrumentalities,  as
  well as fixed income government securities and equity securities.
 
                                       21
<PAGE>
   TCI PORTFOLIOS, INC., TCI GROWTH
 
     To seek  capital growth over  time by investing  primarily in common stocks
  that are  considered by  the investment  manager to  have  better-than-average
  prospects for appreciation.
 
   FIDELITY FUNDS
    FIDELITY INVESTMENTS VIP II ASSET MANAGER PORTFOLIO
 
    To seek high total return with reduced risk over the long term by allocating
  its assets among stocks, bonds, and short-term instruments.
 
   FIDELITY INVESTMENTS VIP II CONTRAFUND PORTFOLIO
 
    To seek long term capital appreciation through purchase of equity securities
  of  domestic  or  foreign companies  that  are  undervalued due  to  an overly
  pessimistic appraisal by the public.
 
   FIDELITY INVESTMENTS VIP GROWTH PORTFOLIO
 
    To seek  capital appreciation primarily through  purchase of common  stocks,
  although  its investments are not restricted to  any one type of security, and
  may pursue capital appreciation  through the purchase  of bonds and  preferred
  stocks.
 
   FIDELITY INVESTMENTS VIP OVERSEAS PORTFOLIO
 
     To  seek long  term capital appreciation  by investing  primarily in equity
  securities of issuers whose principal  business activities are outside of  the
  United States.
 
    ALL FUNDS
 
     The Hartford Funds are available only to serve as the underlying investment
  for the  variable  annuity contracts  and  variable life  insurance  Contracts
  issued  by Hartford Life. The TCI Funds  and Fidelity Funds are made available
  as the underlying investment for the Contracts, as well as for other  variable
  life and variable annuity products.
 
     It is conceivable that in the future it may be disadvantageous for variable
  annuity separate accounts  and variable  life insurance  separate accounts  to
  invest  in the Funds  simultaneously. Although Hartford Life  and the Funds do
  not currently  foresee  any  such disadvantages  either  to  variable  annuity
  Contractholders  or to variable life insurance Policy Owners, the Funds' Board
  of Directors  intends to  monitor events  in order  to identify  any  material
  conflicts between such Contractholders and Policy Owners and to determine what
  action, if any, should be taken in response thereto. If the Board of Directors
  of  the Funds were to  conclude that separate funds  should be established for
  variable life and  variable annuity  separate accounts,  the variable  annuity
  Contractholders  would not bear any expenses attendant to the establishment of
  such separate funds.
 
    Shares of the Responsibly Invested Balanced Fund, a series of Acacia Capital
  Corporation, which is unaffiliated  with Hartford Life,  are offered to  other
  unaffiliated  separate accounts.  Hartford Life and  the Board  of Trustees of
  Acacia Capital Corporation intend to  monitor events to identify any  material
  irreconcilable conflicts which may arise and to determine what action, if any,
  should be taken in response thereto.
 
      Shares of  the  TCI Funds  and  the Fidelity  Funds  are offered  to other
  unaffiliated separate accounts.
 
    Hartford Life  reserves the right,  subject to compliance  with the law,  to
  substitute  the  shares of  any other  registered  investment company  for the
  shares of any  Fund held by  the Separate Account.  Substitution may occur  if
  shares  of the Fund(s) become unavailable or  due to changes in applicable law
  or interpretations of  law. Current law  requires notification to  you of  any
  such  substitution  and approval  of the  Securities and  Exchange Commission.
  Hartford Life also reserves the right,  subject to compliance with the law  to
  offer additional Funds with differing investment objectives.
 
    HARTFORD FUNDS
 
     The  Hartford Investment Management  Company ("HIMCO") has  been serving as
  investment manager or  adviser to  each of  the Hartford  Funds. In  addition,
  Wellington  Management  Company  ("Wellington") has  served  as sub-investment
  adviser to certain of the Hartford Funds since August 1984.
 
    HIMCO serves as investment  manager for Hartford Advisers, Hartford  Capital
  Appreciation,   Hartford   Dividend   and   Growth,   Hartford   International
  Opportunities and Hartford Stock Funds pursuant to an
 
                                       22
<PAGE>
  Investment  Management   Agreement   between  each.   Wellington   serves   as
  sub-investment  adviser to  each of these  funds pursuant  to a Sub-Investment
  Advisory Agreement between Wellington and HIMCO on behalf of each fund.
 
    HIMCO  serves as the  investment adviser to  Hartford Bond, Hartford  Index,
  Hartford  Mortgage  Securities  and  HVA Money  Market  Funds  pursuant  to an
  Investment Advisory Agreement between these funds and HIMCO.
 
    The Calvert Asset Management Company serves as investment adviser and United
  States Trust  Company  of  Boston  serves as  sub-investment  adviser  to  the
  Responsibly Invested Balanced Fund.
 
    TCI FUNDS
 
     The  TCI Funds  are managed  by Investors  Research Corporation ("Investors
  Research"), whose principal business address is 4500 Main Street, Kansas City,
  Missouri. Investors  Research  has  been  providing  investment  advisory  and
  management  services  to  investment companies  within  the  Twentieth Century
  family of mutual funds and to institutional clients since 1958.
 
    FIDELITY FUNDS
 
    The  Fidelity Funds are  managed by Fidelity  Management & Research  Company
  ("Fidelity  Management"), whose  principal business  address is  82 Devonshire
  Street, Boston, Massachusetts. Fidelity Management is one of America's largest
  investment management organizations. It is  composed of a number of  different
  companies,  which  provide  a  variety  of  financial  services  and products.
  Fidelity Management  is the  original Fidelity  company, founded  in 1946.  It
  provides  a number of mutual funds  and other clients with investment research
  and portfolio management services. Various Fidelity companies perform  certain
  activities  required to operate Variable  Insurance Products Fund and Variable
  Insurance Products Fund II.
 
    A full description of the Funds, their investment policies and restrictions,
  risks, charges  and expenses  and all  other aspects  of their  operations  is
  contained  in  the  accompanying Funds'  Prospectus  which should  be  read in
  conjunction with this Prospectus before investing, and in the Funds' Statement
  of Additional Information which may be ordered from Hartford Life.
 
  DOES HARTFORD LIFE HAVE ANY INTEREST IN THE FUNDS?
 
    At  December 31, 1994,  certain Hartford Life  group pension Contracts  held
  direct interest in shares 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>
 
                           FEDERAL TAX CONSIDERATIONS
 
WHAT ARE SOME OF THE FEDERAL TAX CONSEQUENCES WHICH AFFECT THESE CONTRACTS?
 
 A. GENERAL
 
     SINCE THE TAX LAW IS COMPLEX AND SINCE TAX CONSEQUENCES WILL VARY ACCORDING
  TO THE ACTUAL STATUS OF THE CONTRACT OWNER INVOLVED AND THE TYPE OF PLAN UNDER
  WHICH THE CONTRACT  IS PURCHASED,  LEGAL AND  TAX ADVICE  MAY BE  NEEDED BY  A
  PERSON,  EMPLOYER OR  OTHER ENTITY  CONTEMPLATING THE  PURCHASE OF  A CONTRACT
  DESCRIBED HEREIN.
 
    It should be understood that any detailed description of the federal  income
  tax  consequences regarding the purchase of  these Contracts cannot be made in
  this Prospectus and that special tax rules may be
 
                                       23
<PAGE>
  applicable with respect to certain  purchase situations not discussed  herein.
  For  detailed information, a qualified tax adviser should always be consulted.
  This discussion is based on  Hartford Life's understanding of current  federal
  income tax laws as they are currently interpreted.
 
 B. HARTFORD LIFE AND SEPARATE ACCOUNT TWO
 
    Separate Account Two is taxed as a part of Hartford Life which is taxed as a
  life  insurance company in  accordance with the  Life Insurance Company Income
  Tax Act of 1959  (Part 1 of  Subchapter L of  the Code). No  taxes are due  on
  interest,  dividends  and  short-term  or long-term  capital  gains  earned by
  Separate Account Two. The 1984 Tax  Reform Act amended the federal income  tax
  law  so that Hartford  Life is not  subject to tax  on long-term capital gains
  with respect to non-qualified Contracts. The  1984 Act eliminated the need  to
  have a reserve for taxes.
 
 C. INFORMATION REGARDING TAX QUALIFIED PLANS
 
     THE TAX REFORM  ACT OF 1986 AND TECHNICAL  AND MISCELLANEOUS REVENUE ACT OF
  1988 HAVE MADE SUBSTANTIAL CHANGES TO TAX FAVORED RETIREMENT PLANS. YOU SHOULD
  CONSULT YOUR TAX ADVISER TO FULLY ADDRESS ALL CHANGES OCCURRING AS A RESULT OF
  THE TAX REFORM ACT AND THEIR EFFECT ON QUALIFIED PLANS.
 
 1. CONTRIBUTIONS
 
    A. TAX SHELTERED ANNUITY PLANS FOR PUBLIC SCHOOL TEACHERS AND EMPLOYERS AND
       EMPLOYEES OF CERTAIN TAX-EXEMPT ORGANIZATIONS
 
    Contributions to  tax sheltered annuity plans  (described in Section  403(a)
  and  403(b) of the Code) by employers are not includable within the employee's
  income to the extent those contributions do not exceed the lesser of $9,500 or
  the exclusion allowance. Generally, the exclusion allowance is equal to 20% of
  the employee's  includable  compensation for  his  most recent  full  year  of
  employment  multiplied  by  the  number  of years  of  his  service,  less the
  aggregate amount contributed by the employer for Annuity Contracts which  were
  not  included within the  gross income of  the employee for  any prior taxable
  year. There  are  special  provisions  which  may  allow  an  employee  of  an
  educational  institution, a hospital or a  home health service agency to elect
  an overall limitation different from the limitation described above.
 
    B. INDIVIDUAL RETIREMENT ANNUITIES ("IRAS")
 
    Individuals may contribute and deduct the lesser of $2,000 or 100 percent of
  their compensation  to an  IRA. In  the case  of a  spousal IRA,  the  maximum
  deduction  is  the  lesser  of  $2,250 or  100  percent  of  compensation. The
  deduction for  contributions is  phased  out between  $40,000 and  $50,000  of
  adjusted  gross income (AGI) for a married individual (and between $25,000 and
  $35,000 for single individuals) if either the individual or his or her  spouse
  is  an active Participant in any Section 401(a), 403(a), 403(b) or 408(k) plan
  regardless of whether the individual's interest is vested.
 
    To the extent deductible contributions are not allowed, individuals may make
  designated non-deductible  contributions  to  an IRA,  subject  to  the  above
  limits. Amounts may also be rolled over from a qualified retirement plan.
 
 2. DISTRIBUTIONS
 
     Annuity payments made  under the Contracts are  taxable under Section 72 of
  the Code as ordinary income, in the  year of receipt, to the extent that  they
  exceed the "excludable amount." The investment in the Contract is normally the
  aggregate  amount of  the contributions  made by or  on behalf  of an employee
  which were included as a  part of his taxable  income and not deducted.  Thus,
  annual contributions deducted for an IRA are not included in the investment in
  the  Contract. The  employee's investment  in the  Contract is  divided by the
  expected number  of payments  to be  made under  the Contract.  The amount  so
  computed  constitutes the  "excludable amount,"  which is  the amount  of each
  annuity payment considered a return of investment in each year and, therefore,
  not taxable. Once the employee's investment  in the Contract is recouped,  the
  full  amount of each payment will be fully taxable. If the employee dies prior
  to recouping his or her investment in the Contract, a deduction is allowed for
  the last taxable  year. The rules  for determining the  excludable amount  are
  contained in Section 72 of the Code.
 
     Generally, distributions or withdrawals prior  to age 59 1/2 may be subject
  to an additional income tax  of 10% of the  amount includable in income.  This
  additional  tax  does not  apply to  distributions  made after  the employee's
  death, on  account of  disability, and  distributions in  the form  of a  life
  annuity and, except in the
 
                                       24
<PAGE>
  case  of an  IRA, certain  distributions after  separation from  service at or
  after age 55 and certain distributions  for eligible medical expenses. A  life
  annuity  is  defined as  a scheduled  series  of substantially  equal periodic
  payments for the  life or  life expectancy of  the Participant  (or the  joint
  lives or life expectancies of the Participant and Beneficiary).
 
     The taxation of withdrawals and other distributions varies depending on the
  type of distribution and the type of plan from which the distribution is made.
  With respect  to the  tax sheltered  annuity Contracts  under Section  403(b),
  contributions  to the Contract made after  December 31, 1988 and any increases
  in cash values after that date may  not be distributed prior to attaining  age
  59  1/2, separation from service, death  or disability. Contributions (but not
  earnings) made after December  31, 1988 may also  be distributed by reason  of
  financial hardship.
 
     Generally,  in order  to avoid  a penalty  tax, annuity  payments, periodic
  payments or annual distributions must commence by April 1 of the calendar year
  following the year  in which the  Participant attains age  70 1/2. The  entire
  interest  of the Participant must be  distributed beginning no later than this
  required beginning date over a period which may not extend beyond a maximum of
  the  lives  or  life  expectancies   of  the  Participant  and  a   designated
  Beneficiary.  Each  annual  distribution  must  equal  or  exceed  a  "minimum
  distribution amount" which is  determined by dividing  the account balance  by
  the  applicable life expectancy. This account  balance is generally based upon
  the account value as of the close of business on the last day of the  previous
  calendar  year. With respect to a Section 403(b) plan, this account balance is
  based upon earnings and  contributions after December  31, 1986. In  addition,
  minimum  distribution  incidental benefit  rules may  require a  larger annual
  distribution based upon dividing the  account balance by a factor  promulgated
  by  the IRS which  ranges from 26.2 (at  age 70) to 1.8  (at age 115). Special
  rules apply to require that distributions  be made to Beneficiaries after  the
  death  of the  Participant. A  penalty tax of  up to  50% of  the amount which
  should be  distributed may  be imposed  by the  Internal Revenue  Service  for
  failure to make such distribution.
 
      The withholding  rules  described in  Section  D below  are  applicable to
  distributions from Tax  Sheltered Annuities except  that a distribution  which
  consists  of the balance to the credit of an employee from a plan described in
  Code Section 403(a)  within one taxable  year of the  recipient is subject  to
  income  tax  withholding at  a  rate derived  from  a table  published  by the
  Internal Revenue Service.
 
 D. FEDERAL INCOME TAX WITHHOLDING
 
    That portion of a distribution from a Tax Sheltered Annuity which is taxable
  income to the recipient is subject to federal income tax withholding, pursuant
  to Section  3405  of  the  Internal Revenue  Code.  The  application  of  this
  provision is summarized below:
 
   1. ELIGIBLE ROLLOVER DISTRIBUTIONS
 
    a. The  Unemployment  Compensation  Amendments  Act  of  1992  requires that
       federal  income  taxes  be  withheld  from  certain  distributions   from
       tax-qualified  retirement  plans and  from tax-sheltered  annuities under
       Section 403(b).  These  provisions DO  NOT  APPLY to  distributions  from
       individual retirement annuities under section 408.
 
    b. If  any portion of a distribution is an "eligible rollover distribution",
       the law requires that 20% of that amount be withheld. This amount is sent
       to the IRS as withheld income  taxes. The following types of payments  DO
       NOT  constitute an  eligible rollover  distribution (and,  therefore, the
       mandatory withholding rules will not apply):
 
      -- the non-taxable portion of the distribution;
 
      -- distributions which are  part of  a series of  equal (or  substantially
         equal)  payments made at least annually for your lifetime (or your life
         expectancy), or your lifetime and your Beneficiary's lifetime (or  life
         expectancies), or for a period of ten years or more.
 
      -- required  minimum distributions  made pursuant to  section 401(a)(9) of
         the IRC.
 
      -- corrective distribution  for  deferrals  in excess  of  applicable  IRS
         limits.
 
    c. However,  these mandatory  withholding requirements  do not  apply in the
       event of all or a portion  of any eligible rollover distribution is  paid
       in  a "direct rollover".  A direct rollover  is the direct  payment of an
       eligible rollover  distribution  or  portion  thereof  to  an  individual
       retirement  arrangement or annuity (IRA) or to another qualified employer
       plan. IF A DIRECT ROLLOVER IS ELECTED, NO INCOME TAX WILL BE WITHHELD.
 
                                       25
<PAGE>
    d. If any portion of a distribution is not an eligible rollover distribution
       but is taxable, the  mandatory withholding rules  described above do  not
       apply.  In  this case,  the voluntary  withholding rules  described below
       apply.
 
 2. NON-ELIGIBLE ROLLOVER DISTRIBUTIONS
 
    A. NON-PERIODIC DISTRIBUTIONS
 
    The portion of a non-periodic distribution which constitutes taxable  income
  will  be subject to federal income tax withholding unless the recipient elects
  not to have taxes withheld. If an  election not to have taxes withheld is  not
  provided,  10% of the taxable distribution  will be withheld as federal income
  tax. Election forms will be provided at the time distributions are requested.
 
    B. PERIODIC DISTRIBUTIONS (DISTRIBUTIONS PAYABLE OVER A PERIOD GREATER  THAN
  ONE YEAR)
 
    The portion of a periodic distribution which constitutes taxable income will
  be  subject to federal income tax withholding as if the recipient were married
  claiming three exemptions.  A recipient  may elect  not to  have income  taxes
  withheld  or have  income taxes  withheld at a  different rate  by providing a
  completed  election  form.  Election  forms  will  be  provided  at  the  time
  distributions are requested.
 
 E. DIVERSIFICATION REQUIREMENTS
 
     Section 817  of the Code  provides that a  variable annuity Contract (other
  than a pension plan Contract) will not be treated as an annuity for any period
  during which the investments  made by the separate  account or underlying  the
  contract  are  not  adequately  diversified  in  accordance  with  regulations
  prescribed by the Treasury. If  a Contract is not  treated as an annuity,  the
  Contractholder  will be subject to income tax  on the annual increases in cash
  value. The Treasury has issued diversification regulations which, among  other
  things,  generally require  that no more  than 55%  of the value  of the total
  assets of  the segregated  asset  account (such  as  the Funds)  underlying  a
  variable  annuity contract is represented by  any one investment, no more than
  70% is represented by any two investments, no more than 80% is represented  by
  any  three  investments  and no  more  than  90% is  represented  by  any four
  investments. In determining whether the diversification standards are met, all
  securities of  the  same issuer,  all  interests  in the  same  real  property
  project,  and all interests in the same commodity are each treated as a single
  investment. In addition, in the case of government securities, each government
  agency or  instrumentality shall  be  treated as  a  separate issuer.  If  the
  diversification  standards  are not  met,  non-pension policy  owners  will be
  subject to current tax on the increase in cash value in the policy.
 
    A separate account must be in compliance with the diversification  standards
  on  the last day of each calendar quarter  or within 30 days after the quarter
  ends. If an insurance company inadvertently fails to need the  diversification
  standards,  the company  may comply within  a reasonable period  and avoid the
  taxation of policy income on an ongoing basis. However, either the company  or
  contract  holder must agree to pay the tax due for the period during which the
  diversification standards were not met.
 
 F. NON-NATURAL PERSONS, CORPORATIONS
 
    The annual increase in the value of the Contract is currently includable  in
  gross income of a non-natural person. There is an exception for annuities held
  by  structured settlement  companies and  annuities held  by an  employer with
  respect to  a  terminated  pension  plan. A  non-natural  person  which  is  a
  tax-exempt  entity for federal tax purposes will  not be subject to income tax
  as a result of this provision.
 
                                 MISCELLANEOUS
 
WHAT ARE MY VOTING RIGHTS?
 
    Hartford  Life shall  notify the  Contractholder of  any Fund  shareholders'
  meeting  if the shares held for the  Contractholder's accounts may be voted at
  such meetings. Hartford  Life shall also  send proxy materials  and a form  of
  instruction  by means of  which the Contractholder  can instruct Hartford Life
  with respect to the  voting of the Fund  shares held for the  Contractholder's
  account.  In connection with  the voting of  Fund shares held  by it, Hartford
  Life shall arrange  for the  handling and  tallying of  proxies received  from
  Contractholders.  Hartford  Life  as  such, shall  have  no  right,  except as
  hereinafter provided, to vote any Fund  shares held by it hereunder which  may
  be  registered in its name  or the names of  its nominees. Hartford Life will,
  however, vote the Fund shares held  by it in accordance with the  instructions
  received from the
 
                                       26
<PAGE>
  Contractholders   for  whose  accounts   the  Fund  shares   are  held.  If  a
  Contractholder desires to  attend any  meeting at  which shares  held for  the
  Contractholder's benefit may be voted, the Contractholder may request Hartford
  Life to furnish a proxy or otherwise arrange for the exercise of voting rights
  with respect to the Fund shares held for such Contractholder's account. In the
  event  that the Contractholder  gives no instructions or  leaves the manner of
  voting discretionary, Hartford Life will  vote such shares of the  appropriate
  Fund,  including any of  its own shares,  in the same  proportion as shares of
  that Fund for which instructions have been received.
 
    Every Participant under  a Contract issued with respect  to DC-II who has  a
  full  (100%)  vested  interest under  a  group Contract,  shall  receive proxy
  material and a  form of  instruction by  which Participants  may instruct  the
  Contractholder  with  respect  to  the number  of  votes  attributable  to his
  individual participation under a group Contract.
 
    A Contractholder or Participant, as appropriate, is entitled to one full  or
  fractional  vote  for each  full or  fractional  Accumulation or  Annuity Unit
  owned. The  Contractholder  has  voting  rights throughout  the  life  of  the
  Contract.   The  vested  Participant   has  voting  rights   for  as  long  as
  participation  in  the  Contract  continues.  Voting  rights  attach  only  to
  interests under DC-II.
 
    During the Annuity period under a Contract the number of votes will decrease
  as the assets held to fund Annuity benefits decrease.
 
WILL OTHER CONTRACTS BE PARTICIPATING IN THE SEPARATE ACCOUNT?
 
     In addition to  the Contracts described in  this Prospectus, other forms of
  group annuities are sold providing benefits which vary in accordance with  the
  investment experience of Separate Account.
 
HOW ARE THE CONTRACTS SOLD?
 
     Hartford Equity Sales Company, Inc. ("HESCO") currently serves as Principal
  Underwriter  for  the  securities  issued  with  respect  to  DC-II.  Hartford
  Securities  Distribution Company, Inc. ("HSD") will replace HESCO as principal
  underwriter upon  approval  by the  Commission,  the National  Association  of
  Securities Dealers, Inc. ("NASD") and applicable state regulatory authorities.
 
     Both  HESCO and  HSD are  wholly-owned subsidiaries  of Hartford  Life. The
  principal business address of HESCO and HSD is the same as Hartford Life,  200
  Hopmeadow Street, Simsbury, Connecticut.
 
    The securities will be sold by salespersons of HESCO, and subsequently, HSD,
  who  represent Hartford Life as insurance  and Variable Annuity agents and who
  are  registered  representatives  of  Broker-Dealers  who  have  entered  into
  distribution agreements with HESCO, and subsequently HSD.
 
    HESCO is registered with the Commission under the Securities Exchange Act of
  1934  as a Broker-Dealer and  is a member of the  NASD. HSD will be registered
  with  the  Commission  under  the  Securities  Exchange  Act  of  1934  as   a
  Broker-Dealer and will become a member of the NASD.
 
    Compensation will be paid by Hartford Life to registered representatives for
  the  sale of Contracts  up to a maximum  of 5.0% on  Contributions and .50% on
  Participant's Individual Account values. Sales compensation may be reduced.
 
WHO IS THE CUSTODIAN OF THE SEPARATE ACCOUNT'S ASSETS?
 
    Hartford Life is the custodian of the Separate Account's assets.
 
ARE THERE ANY MATERIAL LEGAL PROCEEDINGS AFFECTING THE SEPARATE ACCOUNT?
 
    No.
 
ARE YOU RELYING ON ANY EXPERTS AS TO ANY PORTION OF THIS PROSPECTUS?
 
     The  financial statements  and  schedules  included in  this  statement  of
  additional  information 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  in
  giving  said  reports.  Reference is  made  to  said report  of  Hartford Life
  Insurance Company  (the depositor),  which includes  an explanatory  paragraph
  with respect to
 
                                       27
<PAGE>
  the  adoption of new  accounting standards changing  the methods of accounting
  for debt  and equity  securities and  for postretirement  benefits other  than
  pensions and postemployment benefits. The principal business address of Arthur
  Andersen LLP is One Financial Plaza, Hartford, Connecticut 06103.
 
HOW MAY I GET ADDITIONAL INFORMATION?
 
    Inquiries will be answered by calling your representative or by writing:
 
  Hartford Life Insurance Company
     ATTN: RPVA Administration
     P.O. Box 2999
     Hartford, CT 06104-2999
 
                                       28
<PAGE>
                               TABLE OF CONTENTS
                                      FOR
                      STATEMENT OF ADDITIONAL INFORMATION
 
<TABLE>
<CAPTION>
SECTION                                                                                                               PAGE
- -----------------------------------------------------------------------------------------------------------------     -----
<S>                                                                                                                <C>
DESCRIPTION OF HARTFORD LIFE INSURANCE COMPANY...................................................................
SAFEKEEPING OF ASSETS............................................................................................
INDEPENDENT PUBLIC ACCOUNTANTS...................................................................................
DISTRIBUTION OF CONTRACTS........................................................................................
ANNUITY PERIOD...................................................................................................
  A.  Annuity Payments...........................................................................................
  B.  Electing the Annuity Commencement Date and Form of Annuity.................................................
  C.  Optional Annuity Forms.....................................................................................
        Option 1: Life Annuity...................................................................................
        Option 2: Life Annuity With 120, 180 or 240 Monthly Payments Certain.....................................
        Option 3: Unit Refund Life Annuity.......................................................................
        Option 4: Joint and Last Survivor Annuity................................................................
        Option 5: Payments for a Designated Period...............................................................
CALCULATION OF YIELD AND RETURN..................................................................................
PERFORMANCE COMPARISONS..........................................................................................
FINANCIAL STATEMENTS.............................................................................................
</TABLE>
 
                                       29
<PAGE>
This form must be completed for all tax-sheltered annuities.
 
                     SECTION 403(B)(11) ACKNOWLEDGMENT FORM
 
    The  Hartford Variable Annuity Contract which you have recently purchased is
subject to  certain  restrictions  imposed  by  the  Tax  Reform  Act  of  1986.
Contributions  to the Contract after December 31, 1988 and any increases in cash
value after December 31, 1988 may not be distributed to you unless you have:
 
       a. attained age 59 1/2
 
       b. terminated employment
 
       c. died, or
 
       d. become disabled.
 
Distributions of post December  31, 1988 contributions may  also be made if  you
have experienced a financial hardship.
 
Also, there may be a 10% penalty tax for distributions made because of financial
hardship or separation from service.
 
Also,  please be  aware that  your 403(b)  Plan may  also offer  other financial
alternatives other  than the  Hartford variable  annuity. Please  refer to  your
Plan.
 
Please complete the following and return to:
 

    Hartford Life Insurance Company
    Attn: RPVA Administration
    P.O. Box 2999
    Hartford, CT 06104-2999

Name of Contractholder/Participant: ____________________________________________
Address: _______________________________________________________________________
City or Plan/School District: __________________________________________________
Date: __________________________________________________________________________
<PAGE>
    To    Obtain   a   Statement   of   Additional
Information, please  complete the  form below  and
mail to:
 
    Hartford Life Insurance Company
    Attn: RPVA Administration
    P.O. Box 2999
    Hartford, CT 06104-2999
 
    Please   send   a   Statement   of  Additional
Information  for  the  Separate  Account  Two  (DC
Variable  Account  II)  to  me  at  the  following
address:

    _________________________________________
                      (name)
     _________________________________________
                     (address)
     _________________________________________
         (city/state)           (zip code)
<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>
                               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...............................   23
   Repurchase Agreements...................................................   23
   Illiquid Securities.....................................................   23
   When-Issued and Delayed-Delivery Securities.............................   24
   Other Investment Companies..............................................   24
   Currency Transactions...................................................   24
   Options and Futures Contracts...........................................   25
   Non-U.S. Securities, Including ADRs and GDRs............................   27
   Mortgage-Related Securities.............................................   27
   Asset-Backed Securities.................................................   29
   Swap Agreements.........................................................   29
   Investment Grade Securities.............................................   29
   Money Market Instruments................................................   29
   High Yield Securities...................................................   29
   Other Risk Factors......................................................   30
 MANAGEMENT OF THE FUNDS...................................................   30
   Investment Advisory and Management Services.............................   30
   Investment Sub-Advisory Services........................................   32
   Portfolio Managers......................................................   33
 ADMINISTRATIVE SERVICES FOR THE FUNDS.....................................   34
 EXPENSES OF THE FUNDS.....................................................   34
 PERFORMANCE RELATED INFORMATION...........................................   35
 DIVIDENDS.................................................................   35
 NET ASSET VALUE...........................................................   35
 PURCHASE OF FUND SHARES...................................................   36
 SALE AND REDEMPTION OF SHARES.............................................   36
 FEDERAL INCOME TAXES......................................................   36
 OWNERSHIP AND CAPITALIZATION OF THE FUNDS.................................   37
   Capital Stock...........................................................   37
   Voting..................................................................   37
   Other Rights............................................................   37
 GENERAL INFORMATION.......................................................   38
   Reports to Shareholders.................................................   38
   Custodian, Transfer and Dividend Disbursing Agents......................   38
   "Majority" Defined......................................................   38
   Pending Legal Proceedings...............................................   38
   Requests for Information................................................   38
 APPENDIX -- RATINGS OF BONDS AND COMMERCIAL PAPER.........................   39
</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 BANK: International Bank for Reconstruction and Development
</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  $  2.807  $  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     0.626     0.388     0.898    (0.248)    0.376     0.337    (0.075)    0.105     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    (0.085)   (0.034)    0.000    (0.086)   (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)   (0.001)   (0.056)   (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  $  2.807  $  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%    28.37%    -4.31%     9.03%    38.18%
Net Assets (in
 thousands).............  $1,158,644  $778,904  $300,373  $158,048   $56,032   $59,922   $34,228   $26,123   $22,558    $7,988
Ratio of operating
 expenses in average net
 assets.................        0.72%     0.76%     0.87%     0.92%     0.98%     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%     88.7%     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)
- ---------------------------------------------------------------
                                                     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  $  1.380  $  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     0.018
Net realized and
 unrealized gains
 (losses) on
 investments............    (0.024)    0.098     0.080     0.294    (0.088)    0.280     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)   (0.018)
Distribution from net
 realized gains on
 securities.............     0.000     0.000     0.000    (0.038)    0.000     0.000     0.000     0.000
Return of capital.......     0.000     0.000     0.000     0.000     0.000     0.000     0.000     0.000
                          --------  --------  --------  --------  --------  --------  --------  ---------
Total from
 distributions..........    (0.038)   (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    (0.088)    0.260     0.108    (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%    18.35%   -12.91%
Net Assets (in
 thousands).............  $157,680  $140,398   $82,335   $47,770   $26,541   $19,456   $10,050    $7,212
Ratio of operating
 expenses to average net
 assets.................      0.45%     0.49%     0.80%     0.87%     0.91%     1.10%     1.23%     1.35%*
Ratio of net investment
 income to average net
 assets.................      2.50%     2.38%     2.48%     2.89%     3.27%     2.60%     3.29%     2.39%*
Portfolio turnover
 rate...................       1.8%      0.8%      1.2%      8.7%     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  $  0.017  $  0.973  $  0.871  $  1.000
Net investment income...     0.016     0.008     0.013     0.011     0.015
Net realized and
 unrealized gains
 (losses) on
 investments............    (0.040)    0.298    (0.058)    0.102    (0.129)
                          --------  --------  --------  --------  ---------
Total from investment
 operations.............    (0.024)    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..........    (0.040)    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............     -1.94%    33.73%    -4.43%    13.00%   -11.78%
Net Assets (in
 thousands).............  $563,765  $281,608   $47,580   $22,854    $9,352
Ratio of operating
 expenses to average net
 assets.................      0.65%     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%     2.85%*
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  $  2.985  $  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     0.198     0.461
                          ----------  --------  --------  --------  --------  --------  --------  --------  --------  --------
Total from investment
 operations.............      (0.050)    0.382     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)   (0.058)   (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)   (0.085)
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)   (0.118)   (0.214)   (0.118)   (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  $  3.089  $  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  $408,489  $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%     0.85%     0.65%     0.86%     0.84%
Ratio of net investment
 income to average net
 assets.................        2.17%     1.88%     1.90%     2.14%     2.76%     2.31%     2.08%     1.83%     2.24%     2.86%
Portfolio turnover
 rate...................        63.8%     59.0%     59.8%     24.3%     20.2%     24.4%     22.8%     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  $  1.438  $  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............      (0.099)      0.145     0.070     0.223    (0.059)    0.221     0.119     0.025     0.089     0.192
                          ----------  ----------  --------  --------  --------  --------  --------  --------  --------  --------
Total from investment
 operations.............      (0.045)      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)   (0.080)   (0.095)   (0.064)
                          ----------  ----------  --------  --------  --------  --------  --------  --------  --------  --------
Net increase (decrease)
 in net assets..........      (0.151)      0.078     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%     1.28%    21.72%    14.24%     8.08%    12.70%    28.85%
Net Assets (in
 thousands).............  $3,034,034  $2,426,550  $985,747  $831,424  $416,839  $371,917  $264,750  $239,704  $127,214   $41,288
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  $  1.081  $  0.979  $  0.976  $  0.945  $  0.952  $  1.033  $  1.0?7  $  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)    0.028     0.078
                          --------  --------  --------  --------  --------  --------  --------  --------  --------  --------
Total from investment
 operations.............    (0.040)    0.101     0.055     0.154     0.078     0.110     0.070    (0.001)    0.127     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)   (0.081)   (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  $  1.081  $  0.979  $  0.978  $  0.945  $  0.952  $  1.033  $  1.007
                          --------  --------  --------  --------  --------  --------  --------  --------  --------  --------
                          --------  --------  --------  --------  --------  --------  --------  --------  --------  --------
- ----------------------------------------------------------------------------------------------------------------------------
Total Return............     -3.95%    10.24%     5.53%    16.43%     8.39%    12.10%     7.80%    -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%     0.84%     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%     5.83%     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%     48.7%     53.7%
Current Yield*..........      7.19%     4.93%     6.48%     8.62%     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     0.088     0.088     0.087     0.088     0.087     0.093     0.104     0.111
Net realized and
 unrealized gains
 (losses) on
 investments............    (0.085)   (0.004)   (0.038)    0.061     0.009     0.039    (0.005)   (0.087)    0.010     0.077
                          --------  --------  --------  --------  --------  --------  --------  --------  --------  --------
Total from investment
 operations.............    (0.017)    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)   (0.088)   (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)   (0.088)   (0.088)   (0.087)   (0.088)   (0.087)   (0.102)   (0.104)   (0.111)
                          --------  --------  --------  --------  --------  --------  --------  --------  --------  --------
Net increase (decrease)
 in net assets..........    (0.090)   (0.004)   (0.038)    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%     8.70%    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%     0.56%
Ratio of net investment
 income to average net
 assets.................      6.65%     6.49%     7.98%     8.25%     8.42%     8.84%     8.58%     9.02%     9.57%
Portfolio turnover
 rate...................     385.7%    183.4%    277.2%    152.2%     85.6%     91.3%    185.0%    143.8%    103.1%    124.7%
Current Yield**.........      7.84%     5.73%     7.51%     8.16%     8.21%     8.28%     9.12%     9.41%     8.80%    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     0.038     0.059     0.078     0.088     0.071     0.063     0.068     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     0.038     0.059     0.078     0.088     0.071     0.063     0.068     0.082
Dividends from net
 investment income......    (0.039)   (0.029)   (0.038)   (0.059)   (0.078)   (0.088)   (0.071)   (0.063)   (0.068)   (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)   (0.038)   (0.059)   (0.078)   (0.088)   (0.071)   (0.063)   (0.068)   (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%     8.03%     9.10%     7.40%     6.49%     8.77%     8.53%
Net Assets (in
 thousands).............  $321,465  $234,088  $180,248  $177,483  $194,462  $129,808  $127,348  $104,002   $79,683   $84,025
Ratio of operating
 expenses to average net
 assets.................      0.47%     0.46%     0.53%     0.54%     0.57%     0.58%     0.58%     0.58%     0.58%     0.55%
Ratio of net investment
 income to average net
 assets.................      3.99%     2.81%     3.60%     5.88%     7.80%     8.75%     7.19%     6.36%     6.58%     8.21%
Portfolio turnover
 rate...................     --        --        --        --        --        --        --        --        --        --
Current Yield*..........      5.43%     2.89%     3.09%     4.66%     7.73%     8.21%     8.48%     7.17%     5.45%     7.78%
Effective Yield*........      5.58%     2.93%     3.14%     4.79%     8.03%     8.55%     8.86%     7.43%     5.60%     6.13%
- ----------------------------------------------------------------------------------------------------------------------------
 
* 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     0.057     0.056     0.081     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     0.057     0.056     0.081     0.078
Dividends from net
 investment income......    (0.036)   (0.027)   (0.032)   (0.055)   (0.073)   (0.081)   (0.057)   (0.056)   (0.081)   (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)   (0.057)   (0.056)   (0.081)   (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    $5,888    $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%     0.58%     0.60%     0.82%
Ratio of net investment
 income to average net
 assets.................      3.63%     2.85%     3.19%     5.48%     7.29%     8.14%     8.78%     5.57%     6.08%     7.72%
Portfolio turnover
 rate...................     --        --        --        --        --        --        --        --        --        --
Current Yield*..........      5.14%     2.87%     2.69%     4.24%     7.59%     7.53%     8.27%     6.17%     5.28%     7.20%
Effective Yield*........      5.27%     2.71%     2.72%     4.31%     7.88%     7.82%     8.82%     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  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
 
                                       15
<PAGE>
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.
 
    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."
 
                                       16
<PAGE>
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 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
 
                                       17
<PAGE>
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-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.
 
                                       18
<PAGE>
    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."
 
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."
 
                                       19
<PAGE>
    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  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
 
                                       20
<PAGE>
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  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.
 
                                       21
<PAGE>
    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.
 
    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.
 
                                       22
<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 Fund's  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 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.
 
                                       23
<PAGE>
    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 Fund's 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  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
 
                                       24
<PAGE>
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.
 
    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,
 
                                       25
<PAGE>
U.S. Government securities or other liquid, high grade debt obligations having a
value  equal  to the  fluctuating  market value  of  the optioned  securities or
currencies. A  Fund  will  cover any  put  option  it writes  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.
 
    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.
 
                                       26
<PAGE>
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."
 
    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.
 
                                       27
<PAGE>
    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.
 
    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
 
                                       28
<PAGE>
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.
 
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.
 
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.
 
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.
 
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
 
                                       29
<PAGE>
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
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,
 
                                       30
<PAGE>
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 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;
 
        (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;
 
                                       31
<PAGE>
        (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  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
 
                                       32
<PAGE>
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.
 
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.
 
                                       33
<PAGE>
    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.
 
                             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.
 
                                       34
<PAGE>
    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.
 
    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, except for  the Bond Fund  and the Mortgage  Securities Fund. The  Bond
Fund  and the Mortgage Securities Fund will be closed for business when the bond
markets are closed. 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
 
                                       35
<PAGE>
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, 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-
 
                                       36
<PAGE>
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, 100 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.
 
    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.
 
                                       37
<PAGE>
                              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.
 
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.
 
                                       38
<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.
 
    STANDARD & POOR'S
 
    AAA--Bonds rated  AAA are  the highest  grade obligations.  Capacity to  pay
interest and repay principal is extremely strong.
 
                                       39
<PAGE>
    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.
 
    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.
 
                                       40
<PAGE>
        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.
 
                                       41
<PAGE>
PROSPECTUS
MAY 1, 1995
 
                CALVERT RESPONSIBLY INVESTED BALANCED PORTFOLIO
                             4550 MONTGOMERY AVENUE
                                  SUITE 1000N
                            BETHESDA, MARYLAND 20814
                                 (301) 951-4820
                                 (800) 368-2750
 
    The  Calvert Responsibly  Invested Balanced Portfolio  (formerly the Calvert
Socially Responsible Series)  (the "Portfolio")  is a series  of Acacia  Capital
Corporation  (the  "Fund"),  an  open-end  management  investment  company whose
investment advisor is  Calvert Asset Management  Company, Inc. (the  "Investment
Advisor").
 
    The investment objective of the Portfolio is to achieve a total return above
the  rate of inflation through an  actively managed, nondiversified portfolio of
common and preferred  stocks, bonds,  and money market  instruments which  offer
income  and  capital growth  opportunity and  which  satisfy the  social concern
criteria established  for the  Portfolio. There  can be  no assurance  that  the
objective  of  the Portfolio  will be  realized.  See "Investment  Objective and
Policies."
 
    This Prospectus sets forth the  information that a prospective  policyholder
should  know before directing investment in the  Portfolio and it should be read
and kept for future reference. A  Statement of Additional Information dated  May
1,  1995, which contains further information about the Fund, has been filed with
the Securities and  Exchange Commission  and is incorporated  by reference  into
this  Prospectus.  A copy  of  the Statement  of  Additional Information  may be
obtained without charge by calling the Fund at the numbers above, or by  writing
the Fund at 4550 Montgomery Avenue, Suite 1000N, Bethesda, Maryland 20814.
 
    Shares of the Fund are offered only to insurance companies for allocation to
certain of their variable separate accounts.
- --------------------------------------------------------------------------------
 
THESE  SECURITIES HAVE  NOT BEEN APPROVED  OR DISAPPROVED BY  THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR  ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
SHARES OF THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED
BY,  ANY BANK, AND  ARE NOT FEDERALLY  INSURED BY THE  FDIC, THE FEDERAL RESERVE
BOARD, OR ANY OTHER AGENCY.
- --------------------------------------------------------------------------------
 
                                       42
<PAGE>
                               TABLE OF CONTENTS
 
<TABLE>
<CAPTION>
                                                                                                        PAGE
<S>                                                                                                  <C>
Financial Highlights...............................................................................          44
The Fund...........................................................................................          45
Investment Objective and Policies of the Portfolio.................................................          45
The Fund and Its Management........................................................................          48
Purchase and Redemption of Shares..................................................................          50
Dividends and Distributions........................................................................          51
Total Return and Yield Information.................................................................          51
Taxes..............................................................................................          52
Transfer and Dividend Disbursing Agent.............................................................          52
</TABLE>
 
                                       43
<PAGE>
                  CRI BALANCED (FORMERLY, CRI MANAGED GROWTH)
                              FINANCIAL HIGHLIGHTS
 
The  following  table  provides  information  about  the  Portfolio's  financial
history.  It expresses  the information in  terms of a  single share outstanding
throughout each  period.  The  table  has  been  audited  by  those  independent
accountants   whose  reports  are  included  in  the  Fund's  Annual  Report  to
Shareholders for each of the respective  periods presented. The table should  be
read  in conjunction with the financial  statements and their related notes. The
current Annual  Report to  Shareholders is  incorporated by  reference into  the
Statement of Additional Information.
<TABLE>
<CAPTION>
                                                                         YEAR ENDED DECEMBER 31,
                                              1994           1993           1992           1991           1990          1989
- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>            <C>            <C>            <C>            <C>           <C>
Net asset value, beginning of period....        $1.537         $1.465         $1.403         $1.249        $1.247        $1.068
                                               -------        -------        -------        -------       -------       -------
                                               -------        -------        -------        -------       -------       -------
INCOME FROM INVESTMENT OPERATIONS
  Net investment income.................          .046           .045           .044           .050          .050          .042
  Net realized and unrealized gain
   (loss) on investments................         (.097)          .072           .062           .154          .002          .179
                                               -------        -------        -------        -------       -------       -------
    Total from investment operations....         (.051)          .117           .106           .204          .052          .221
                                               -------        -------        -------        -------       -------       -------
DISTRIBUTIONS TO SHAREHOLDERS
  Dividends from net investment income..         (.046)         (.045)         (.044)         (.050)        (.050)        (.042)
                                               -------        -------        -------        -------       -------       -------
    Total distributions.................         (.046)         (.045)         (.044)         (.050)        (.050)        (.042)
                                               -------        -------        -------        -------       -------       -------
Total increase (decrease) in net asset
 value..................................         (.097)          .072           .062           .154          .002          .179
                                               -------        -------        -------        -------       -------       -------
Net asset value, end of period..........        $1.440         $1.537         $1.465         $1.403        $1.249        $1.247
                                               -------        -------        -------        -------       -------       -------
                                               -------        -------        -------        -------       -------       -------
- --------------------------------------------------------------------------------------------------------------------------------
Total return(1).........................         (3.30%)         8.00%          7.61%         16.40%         4.18%        20.69%
                                               -------        -------        -------        -------       -------       -------
                                               -------        -------        -------        -------       -------       -------
Ratio of expenses to average net
 assets.................................           .80%           .81%           .85%           .85%          .77%          .50%
                                               -------        -------        -------        -------       -------       -------
                                               -------        -------        -------        -------       -------       -------
Ratio of net income to average net
 assets.................................          3.39%          3.69%          4.05%          4.49%         5.69%         4.85%
                                               -------        -------        -------        -------       -------       -------
                                               -------        -------        -------        -------       -------       -------
Increase reflected in net income ratio
 due to expense reimbursement...........            --             --             --             --            --           .46%
                                               -------        -------        -------        -------       -------       -------
                                               -------        -------        -------        -------       -------       -------
Portfolio turnover......................            43%            14%            15%            12%           11%           28%
                                               -------        -------        -------        -------       -------       -------
                                               -------        -------        -------        -------       -------       -------
Net assets, end of period...............  $ 66,592,680   $ 53,999,759   $ 28,471,358   $ 14,945,973   $ 6,759,546   $ 2,572,761
                                           -----------    -----------    -----------    -----------    ----------    ----------
                                           -----------    -----------    -----------    -----------    ----------    ----------
Number of shares outstanding at end of
 period (in thousands)..................        46,244         35,142         19,433         10,656         5,410         2,064
                                               -------        -------        -------        -------       -------       -------
                                               -------        -------        -------        -------       -------       -------
- --------------------------------------------------------------------------------------------------------------------------------
 
<CAPTION>
                                                                      FROM INCEPTION
                                                                      (SEPT. 2, 1986)
                                                                        TO DEC. 31,
                                               1988          1987          1986
- ------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------
 
<S>                                       <C>           <C>           <C>
Net asset value, beginning of period....       $1.004        $0.958         $1.000
                                              -------       -------      ---------
                                              -------       -------      ---------
INCOME FROM INVESTMENT OPERATIONS
  Net investment income.................         .054          .019           .010
  Net realized and unrealized gain
   (loss) on investments................         .064          .046          (.042)
                                              -------       -------      ---------
    Total from investment operations....         .118          .065          (.032)
                                              -------       -------      ---------
DISTRIBUTIONS TO SHAREHOLDERS
  Dividends from net investment income..        (.054)        (.019)         (.010)
                                              -------       -------      ---------
    Total distributions.................        (.054)        (.019)         (.010)
                                              -------       -------      ---------
Total increase (decrease) in net asset
 value..................................         .064          .046          (.042)
                                              -------       -------      ---------
Net asset value, end of period..........       $1.068        $1.004         $0.958
                                              -------       -------      ---------
                                              -------       -------      ---------
- ----------------------------------------------------------------------------------------
Total return(1).........................        11.75%         6.78%          3.31%
                                              -------       -------      ---------
                                              -------       -------      ---------
Ratio of expenses to average net
 assets.................................          .50%          .50%           .10%(a)
                                              -------       -------      ---------
                                              -------       -------      ---------
Ratio of net income to average net
 assets.................................         4.95%         3.72%          1.59%(a)
                                              -------       -------      ---------
                                              -------       -------      ---------
Increase reflected in net income ratio
 due to expense reimbursement...........          .30%          .82%          1.41%(a)
                                              -------       -------      ---------
                                              -------       -------      ---------
Portfolio turnover......................           40%           17%            --
                                              -------       -------      ---------
                                              -------       -------      ---------
Net assets, end of period...............  $ 1,293,692   $ 1,022,484   $    143,745
                                           ----------    ----------    -----------
                                           ----------    ----------    -----------
Number of shares outstanding at end of
 period (in thousands)..................        1,211         1,018            150
                                              -------       -------      ---------
                                              -------       -------      ---------
- ----------------------------------------------------------------------------------------
<FN>
         (a)  Annualized
 
         (1)  Total return is for the Portfolio only and does not reflect sales
              charges and expenses  deducted by the  Insurance companies.  Total
              return has not been audited prior to 1989.
</TABLE>
 
                                       44
<PAGE>
                                    THE FUND
 
    Acacia  Capital  Corporation (the  "Fund"),  a Maryland  corporation,  is an
open-end investment company. The shares of  the Fund currently are sold only  to
insurance  companies (collectively, the "Insurance Companies") for allocation to
their separate  accounts (collectively,  the "Variable  Accounts") to  fund  the
benefits  under certain  variable annuity  and variable  life insurance policies
(collectively, the  "Policies")  issued  by  such  companies.  Accordingly,  the
interest  of  a policy  owner  in the  shares  is subject  to  the terms  of the
particular annuity or  life insurance policy  and is described  in the  attached
prospectus  for one  of the  Policies, which should  be reviewed  carefully by a
person considering  the  purchase of  a  Policy.  The rights  of  the  Insurance
Companies  as shareholders should  be distinguished from the  rights of a policy
owner which are described  in the Policies. Policy  owners should consider  that
the  investment return experience of the Portfolio  will affect the value of the
policy and the amount  of annuity payments or  life insurance benefits  received
under  a  policy.  See  the  attached  prospectus(es)  for  the  Policies  for a
description of the relationship between increases or decreases in the net  asset
value  of  Portfolio  shares (and  any  distributions  on such  shares)  and the
benefits provided under a policy.
 
               INVESTMENT OBJECTIVE AND POLICIES OF THE PORTFOLIO
 
    The investment objective of the Portfolio discussed below is not fundamental
and may  be changed  upon 60  days'  written notice  to shareholders  without  a
shareholder vote. There can be no assurance that the investment objective of the
Portfolio will be realized.
 
    The  investment  objective of  the Portfolio  is to  seek growth  of capital
through investment  in  enterprises  that make  a  significant  contribution  to
society  through  their  products  and  services and  through  the  way  they do
business. The  Portfolio  is designed  for  long-term investment  and  seeks  to
achieve  a total return above the rate  of inflation through an actively managed
portfolio of stocks,  bonds and money  market instruments (including  repurchase
agreements  secured by such instruments) selected  with a concern for the social
impact of each investment. It is not  the policy of the Portfolio to take  great
risks  to  obtain  speculatively  or  aggressively  high  returns.  There  is no
predetermined percentage of assets allocated to either stocks or bonds or  money
market instruments, although, as an operating policy, the Portfolio will have at
least  25% of its  assets in fixed income  senior securities. Equity investments
are selected by the Sub-Advisor, NCM Capital Management Group, Inc., subject  to
direction and control by the Fund's Advisor and Board of Directors. Fixed-income
investments  are selected by the Advisor.  The Investment Advisors determine the
mix for the  Portfolio depending upon  their view of  market conditions and  the
economic outlook.
 
    To  implement its investment objectives, the Portfolio follows the following
policies  which,  unless  otherwise  specified  as  a  fundamental  policy,  are
operating  policies and may  be changed without  shareholder vote. The Portfolio
may purchase both common and preferred stock. For its fixed-income  investments,
the  Portfolio normally invests in bonds  which are considered investment grade,
including bonds which are direct or indirect obligations of the U.S. Government,
or which at the date of  investment are rated AAA, AA,  A, or BBB by Standard  &
Poor's  Corporation or  Aaa, Aa,  A, or Baa  by Moody's  Investors Service, Inc.
Bonds rated  Baa or  BBB are  considered medium  grade obligations  and  possess
speculative  characteristics. The Portfolio may purchase lower-rated obligations
but no more than 20%  of its assets may be  invested in obligations rated  lower
than  B. The Portfolio  may purchase without limitation  bonds which are unrated
but of comparable  quality to  bonds rated  B or  better, as  determined by  the
Advisors  under the supervision  of the Board of  Directors. See Additional Risk
Factors--Non-Investment  Grade  Securities,  and  the  Statement  of  Additional
Information for additional information concerning bond ratings.
 
    The  Portfolio may  purchase money market  instruments, including repurchase
agreements  with  recognized  securities  dealers  and  banks  secured  by  such
instruments,  selected in accordance with  the Portfolio's social criteria. Such
money market instruments  may include:  obligations issued or  guaranteed as  to
principal  by  the U.S.  Government,  its agencies  and  instrumentalities; U.S.
dollar-denominated certificates of deposit,
 
                                       45
<PAGE>
time deposits  and bankers'  acceptances  of U.S.  banks, generally  banks  with
assets  in  excess of  $1 billion;  and commercial  paper which  at the  date of
investment is rated A-1 by Standard and Poor's Corporation or Prime-1 by Moody's
Investors Service, Inc., or if not rated, is of comparable quality.
 
    Due to the particular social  objective of the Portfolio, opportunities  may
exist  to promote promising approaches to  social goals through privately placed
instruments. Since private placement  investments are restricted securities  and
have  no readily available  market, the Portfolio has  a fundamental policy that
such investments  in the  Portfolio  are limited  to no  more  than 10%  of  the
Portfolio's assets.
 
    All investments for the Portfolio are selected with a concern for the social
impact  of each investment.  The Portfolio has  developed the following criteria
for the selection of organizations in which the Portfolio invests. The Portfolio
seeks to invest in a producer or service provider which:
 
    1.  Delivers  safe products and  services in ways  that sustain our  natural
       environment.
 
    2.   Is managed  with participation throughout  the organization in defining
       and achieving objectives.
 
    3.  Negotiates fairly with  its workers, provides an environment  supportive
       of  their wellness, does  not discriminate on the  basis of race, gender,
       religion, age, disability, ethnic origin or sexual orientation, does  not
       consistently  violate  regulations  of the  Equal  Employment Opportunity
       Commission,  and   provides   opportunities  for   women,   disadvantaged
       minorities  and  others from  whom  equal opportunities  have  often been
       denied.
 
    4.  Fosters awareness  of a commitment to  human goals, such as  creativity,
       productivity,  self-respect, and responsibility,  within the organization
       and the world,  and continually  recreates a context  within which  these
       goals can be realized.
 
    The  Portfolio  will  not  invest  in an  issuer  primarily  engaged  in the
production of  nuclear energy  or in  the manufacture  of equipment  to  produce
nuclear  energy, business  activities in support  of repressive  regimes, or the
manufacture of weapons systems.
 
    Each investment is selected on the  basis of its abilities to contribute  to
the  dual  objective  of  the Portfolio.  All  potential  investments  are first
screened for financial soundness and then evaluated according to the Portfolio's
social criteria.  To  the greatest  extent  possible, investments  are  made  in
companies  exhibiting unusual,  positive accomplishment  with respect  to one or
more of the criteria. All companies must meet the Portfolio's minimum  standards
for  all the criteria. It  should be noted that  the Portfolio's social criteria
tend to  limit  the  availability  of  investment  opportunities  more  than  is
customary with other investment companies.
 
    The  selection  of an  organization for  investment by  the Series  does not
constitute endorsement or validation by the  Fund, nor does the exclusion of  an
organization necessarily reflect failure to satisfy the Series' social criteria.
Policyholders  directing  investment in  the Series  are  invited to  send brief
descriptions of companies they believe might  be suitable for investment by  the
Series.
 
RISKS OF FOREIGN SECURITIES
 
    The  Portfolio  may invest  up to  10% of  its assets  in the  securities of
foreign issuers. There are substantial and different risks involved in investing
in foreign securities. You should  consider these risks carefully. For  example,
there  is generally less publicly  available information about foreign companies
than is available about  companies in the U.S.  Foreign companies are  generally
not  subject to uniform  audit and financial  reporting standards, practices and
requirements comparable to those in the U.S.
 
    Foreign securities  involve  currency risks.  The  U.S. dollar  value  of  a
foreign  security tends to decrease  when the value of  the dollar rises against
the foreign currency in which the security is denominated and tends to  increase
when  the  value of  the  dollar falls  against  such currency.  Fluctuations in
exchange rates may also affect the earning power and asset value of the  foreign
entity  issuing the security. Dividend and  interest payments may be returned to
the country of origin, based on the  exchange rate at the time of  disbursement,
and  restrictions on capital flows may be imposed. Losses and other expenses may
be incurred  in  converting  between  various  currencies  in  connections  with
purchases and sales of foreign securities.
 
                                       46
<PAGE>
    Foreign  stock markets are generally not  as developed or efficient as those
in the U.S. In most  foreign markets volume and liquidity  are less than in  the
U.S.  and, at times,  volatility of price can  be greater than  that in the U.S.
Fixed commissions  on foreign  stock  exchanges are  generally higher  than  the
negotiated  commissions on  U.S. exchanges.  There is  generally less government
supervision and regulation  of foreign  stock exchanges,  brokers and  companies
than in the U.S.
 
    There  is also the possibility of  adverse changes in investment or exchange
control regulations, expropriation or confiscatory taxation, limitations on  the
removal of funds or other assets, political or social instability, or diplomatic
developments  which  could adversely  affect  investments, assets  or securities
transactions of the Fund in some foreign countries. The Fund is not aware of any
investment or exchange control regulations which might substantially impair  the
operations of the Fund as described, although this could change at any time.
 
    Investing in emerging markets in particular, those countries whose economies
and  capital  markets  are not  as  developed  as those  of  more industrialized
nations, carries its own special risks. Among other risks, the economies of such
countries may be affected to a greater  extent than in other countries by  price
fluctuations of a single commodity, by severe cyclical climatic conditions, lack
of  significant  history in  operating under  a  market-oriented economy,  or by
political instability, including risk of expropriation.
 
    For many  foreign securities,  there  are U.S.  dollar-denominated  American
Depositary  Receipts ("ADRs"), which are traded in the U.S. on exchanges or over
the counter  and are  generally sponsored  and issued  by domestic  banks.  ADRs
represent  the right  to receive  securities of  foreign issuers  deposited in a
domestic bank  or a  correspondent bank.  ADRs  do not  eliminate all  the  risk
inherent  in  investing  in  the  securities  of  foreign  issuers.  However, by
investing in ADRs rather than directly  in foreign issuers' stock, the Fund  can
avoid currency risks during the settlement period for either purchases or sales.
In  general, there  is a  large, liquid market  in the  U.S. for  many ADRs. The
information available  for  ADRs is  subject  to the  accounting,  auditing  and
financial  reporting standards of the domestic  market or exchange on which they
are traded, which  standards are more  uniform and more  exacting than those  to
which  many foreign issuers may be subject. The Fund may also invest in European
Depositary Receipts ("EDRs"), which are receipts evidencing an arrangement  with
a  European  bank similar  to that  for ADRs  and  are designed  for use  in the
European securities  markets.  EDRs  are  not  necessarily  denominated  in  the
currency of the underlying security.
 
    The  dividends  and  interest  payable  on  certain  of  the  Fund's foreign
securities may be subject  to foreign withholding taxes,  thus reducing the  net
amount  available  for  distribution  to  the  Fund's  shareholders.  You should
understand that the expense ratio of the Portfolio can be expected to be  higher
than  those of investment companies investing  only in domestic securities since
the costs of operations are higher.
 
ADDITIONAL NONFUNDAMENTAL INVESTMENT POLICIES
 
    The Portfolio  has adopted  the following  operating (i.e.,  nonfundamental)
investment  policies  which may  be changed  by the  Board of  Directors without
shareholder approval:
 
    The Portfolio  may invest  up to  less than  one percent  of its  respective
assets  in investments in securities that offer  a rate of return below the then
prevailing market rate and that present attractive opportunities for  furthering
the Portfolio's social criteria. In applying this restriction, the percentage of
a  Portfolio's assets  in such securities  is based on  the aggregate cumulative
value at the time  of the respective acquisitions  of such securities  currently
held by the Portfolio. These securities are unrated and are generally considered
non-investment  grade debt securities which involve a greater risk of default or
price decline  than  investment-grade securities.  Through  diversification  and
credit  analysis,  investment risk  can  be reduced,  although  there can  be no
assurance that losses will not occur.
 
                                       47
<PAGE>
ADDITIONAL RISK FACTORS
 
    NONDIVERSIFIED PORTFOLIOS
 
    There may  be  risks associated  with  the Portfolio  being  nondiversified.
Specifically,  since a relatively high percentage of the assets of the Portfolio
may be invested in the obligations of a limited number of issuers, the value  of
the  shares of a nondiversified Portfolio may  be more susceptible to any single
economic, political  or  regulatory  event  than the  shares  of  a  diversified
Portfolio would be.
 
    INTEREST RATE RISK
 
    All  fixed income instruments are subject to interest-rate risk: that is, if
market interest rates rise, the current principal value of a bond will  decline.
In  general, the  longer the maturity  of the  bond, the greater  the decline in
value will be.
 
    NON-INVESTMENT GRADE SECURITIES
 
    Noninvestment-grade securities tend  to be less  sensitive to interest  rate
changes  than  higher-rated  investments,  but  are  more  sensitive  to adverse
economic changes  and individual  corporate developments.  This may  affect  the
issuer's ability to make principal and interest payments on the debt obligation.
There  is also a greater  risk of price declines due  to changes in the issuer's
creditworthiness. Because  the market  for lower-rated  securities may  be  less
active ("thinner") than for higher-rated securities, it may be difficult for the
fund   to  sell  the  securities.  Because  of  a  lack  of  objective  data,  a
thinly-traded market may make it difficult to value the securities, so that  the
Board  of Directors may have to exercise  its judgment in assigning a value. See
the Appendix in the Statement of Additional Information for more information  on
bond ratings.
 
REPURCHASE AGREEMENTS
 
    A  repurchase agreement is a transaction where the Portfolio buys a security
at one price and simultaneously  agrees to sell that  same security back to  the
original  owner at a  higher price. Under  the direction and  supervision of the
Fund's Board of  Directors, the  Investment Advisor and  Sub-Advisor review  the
creditworthiness  of  the  other  party  to  the  agreement  and  must  find  it
satisfactory before engaging  in a  repurchase agreement. In  all instances  the
Fund  holds underlying  securities with  a value  equal to  the total repurchase
price the other party has agreed to pay. However, in the event of the bankruptcy
of the other  party, the  Portfolio could  experience delays  in recovering  its
money,  may realize only  a partial recovery  or even no  recovery, and may also
incur disposition costs. The Portfolio is not expected generally to invest  more
than a very small portion of its assets in repurchase agreements.
 
OTHER INFORMATION
 
    In  addition  to the  investment  policies described  above,  the investment
program is subject to further policies  and restrictions which are described  in
the Statement of Additional Information. The Portfolio may, to a limited extent,
lend  its  portfolio securities  and  engage in  reverse  repurchase agreements.
Unless otherwise specified, the policies and restrictions for the Portfolio  are
not  fundamental and may  be changed without  shareholder approval. Policyholder
inquiries should be directed  to the Fund at  (301) 951-4820 or (800)  368-2750,
4550 Montgomery Avenue, Suite 1000N, Bethesda, Maryland 20814.
 
                          THE FUND AND ITS MANAGEMENT
 
    The  Fund  is  an  open-end  management  investment  company.  The  Board of
Directors supervises the business affairs and investments of the Fund, which are
managed on  a  daily  basis by  the  Fund's  Investment Advisor.  The  Fund  was
incorporated  under the laws of the State of Maryland on September 27, 1982. The
Fund is a series fund which issues classes of stock, one for each Portfolio.
 
INVESTMENT ADVISOR
 
    The Fund's investment advisor is Calvert Asset Management Company, Inc. (the
"Investment Advisor"), which is located at 4550 Montgomery Avenue, Suite  1000N,
Bethesda, Maryland 20814. Calvert Asset
 
                                       48
<PAGE>
Management is a wholly-owned subsidiary of Calvert Group, Ltd., which is in turn
an  indirect wholly-owned subsidiary of Acacia Mutual Life Insurance Company. As
of December 31, 1994, Calvert Group, Ltd.  had assets in excess of $4.2  billion
under  management  and  administration.  Pursuant  to  its  investment  advisory
agreement with  the  Fund,  the  Investment  Advisor  manages  the  fixed-income
investments  of the Portfolio  and is responsible for  the overall management of
the business affairs of each Portfolio,  subject to the direction and  authority
of the Fund's Board of Directors.
 
    The  Sub-Advisor  to the  Portfolio is  NCM  Capital Management  Group, Inc.
(NCM). Pursuant to  its Investment  Sub-Advisory Agreement  with the  Investment
Advisor,  NCM manages  the equity  portion of  the Portfolio  selections for the
Portfolio. NCM was founded by  Maceo K. Sloan in 1986  as a subsidiary of  North
Carolina  Mutual Life  Insurance Company, which  was established  by Mr. Sloan's
ancestors in 1898 and is one of the oldest and largest minority-owned  financial
institutions  in the country. NCM has been an employee-owned subsidiary of Sloan
Financial Group since 1991. Sloan Financial Group is controlled by Mr. Sloan and
Justin F. Beckett, Executive Vice President and a Director of NCM. NCM is one of
the largest  minority-owned  investment management  firms  in the  country,  and
provides  products in equity, fixed-income and balanced portfolio management. It
is also one of the industry leaders  in the employment and training of  minority
and  women  investment  professionals.  NCM has  served  as  sub-advisor  to the
Portfolio since February 1995.
 
    Wendell E. Mackey,  Vice President  of NCM,  is the  portfolio manager  with
respect  to the  Portfolio's equity  investments. Mr.  Mackey earned  his B.B.A.
degree from Howard University, and his  M.M degree from Kellogg Graduate  School
of  Management at Northwestern  University. He subsequently  worked with several
securities firms before joining NCM as  an equity portfolio manager in 1993.  He
has managed the Portfolio since February 1995.
 
    Ms.  Denzler manages the Portfolio's  fixed-income investments. She has been
managing funds for the Advisor since 1988. She holds a B.S. degree from  Radford
University and is a Chartered Financial Analyst.
 
ADVISORY FEE
 
    The  Investment Advisor is  receives from the Portfolio  a monthly base fee,
computed on a daily basis  at an annual rate of  0.70% of the average daily  net
assets of the Portfolio.
 
    The  Advisor pays  the Sub-advisor a  base fee  of 0.25% of  one-half of the
Portfolio's average net assets. In  addition, under the circumstances  described
below,  the Advisor  and Sub-advisor  may earn (or  have their  fees reduced by)
performance fee adjustments  based on  the extent  to which  performance of  the
Portfolio  exceeds or  trails the  Lipper Balanced  Funds Index.  Payment of the
performance fee adjustment begins July 1, 1996. The specific adjustments are  as
follows:
 
ADVISOR'S PERFORMANCE FEE ADJUSTMENT
 
<TABLE>
<CAPTION>
PERFORMANCE VERSUS THE             PERFORMANCE
LIPPER BALANCED FUNDS INDEX      FEE ADJUSTMENT
- -----------------------------  -------------------
<S>                            <C>
6% to < 12%                             0.05%
12% to < 18%                            0.10%
18% or more                             0.15%
</TABLE>
 
SUB-ADVISOR'S PERFORMANCE FEE ADJUSTMENT
 
<TABLE>
<CAPTION>
PERFORMANCE VERSUS THE             PERFORMANCE
LIPPER BALANCED FUNDS INDEX      FEE ADJUSTMENT
- -----------------------------  -------------------
<S>                            <C>
6% to < 12%                             0.05%
12% to < 18%                            0.10%
18% or more                             0.15%
</TABLE>
 
The  performance fee adjustment  to the Sub-advisor  is paid out  of the fee the
Advisor receives from the Portfolio. The initial performance period will be  the
twelve  month  period between  July 1,  1995, and  July 1,  1996. Each  month an
additional month's performance  will be  factored into the  calculation until  a
total  of 36 months comprises the performance computation period. Payment by the
Portfolio of the performance
 
                                       49
<PAGE>
adjustment will be  conditioned on: (1)  the performance of  the Portfolio as  a
whole  having exceeded the Lipper  Balanced Funds Index; and  (1) payment of the
performance adjustment not causing the Portfolio's performance to fall below the
Lipper Balanced Funds Index.
 
EXPENSES
 
    The Fund's  expenses, which  are  accrued daily,  include:  the fee  of  the
Investment  Advisor; costs  of executing portfolio  transactions; pricing costs;
interest; taxes; custodian  and transfer  agent fees; legal  and auditing  fees;
bookkeeping  and  dividend  disbursing  expenses;  and  certain  other  expenses
relating to the Fund's operations. The Fund's organizational expenses were  paid
by  the  Investment Advisor,  and other  expenses  that the  investment advisory
agreement does  not  state are  payable  by the  Fund  will be  assumed  by  the
Investment Advisor. Certain expenses are paid by the Portfolio that incurs them,
while  other  expenses are  allocated  among each  Series  on the  basis  of its
relative size  (that is,  the amount  of its  net assets),  or by  the Board  of
Directors as appropriate.
 
    The  Investment Advisor has agreed to reimburse  the Fund for the amount, if
any, by which the aggregate expenses of the Portfolio (including the  investment
advisory   fee  but  excluding  brokerage   commissions,  interest,  taxes,  and
extraordinary expenses) exceed the limit of  any state in which the  Portfolios'
shares  are qualified  for sale. Expenses  constituted 0.80% of  the average net
assets of the Portfolio for 1994.
 
CAPITAL STOCK
 
    The Fund issues separate shares of stock for each of its Portfolios.  Shares
of  each of  the series  have equal rights  with regard  to voting, redemptions,
dividends, distributions,  and  liquidations with  respect  to that  series.  No
series  has preference over  another series. When issued,  shares are fully paid
and nonassessable and do not have preemptive or conversion rights or  cumulative
voting  rights. The Fund's shareholders, the Insurance Companies, will vote Fund
shares allocated  to  the  Variable Accounts  in  accordance  with  instructions
received from policy owners. Under certain circumstances, which are described in
the accompanying prospectus of the variable life policy, the voting instructions
received from variable life insurance policy owners may be disregarded.
 
                       PURCHASE AND REDEMPTION OF SHARES
 
    The  Fund offers its shares, without sales  charge, only for purchase by the
Insurance Companies  for  allocation  to their  Variable  Accounts.  Shares  are
purchased  by the Variable Accounts at the net asset value of the Portfolio next
determined after the Insurance  Company receives the  premium payment. The  Fund
continuously  offers its  shares in the  Portfolio at  a price equal  to the net
asset value per share. Initial and subsequent payments allocated to the Fund are
subject to  the  limits applicable  in  the  Policies issued  by  the  Insurance
Companies.
 
    It  is conceivable  that in  the future it  may be  disadvantageous for both
annuity Variable Accounts and life insurance Variable Accounts, or for  Variable
Accounts of different Insurance Companies, to invest simultaneously in the Fund,
although currently neither the Insurance Companies nor the Fund foresee any such
disadvantages  to  either variable  annuity  or variable  life  insurance policy
owners of  any Insurance  Company.  The Fund's  Board  of Directors  intends  to
monitor  events in order to identify  any material conflicts between such policy
owners and  to  determine what  action,  if any,  should  be taken  in  response
thereto.
 
    The  Insurance  Companies redeem  shares  of the  Fund  to make  benefit and
surrender payments under the terms of its Policies. Redemptions are processed on
any day on  which the Fund  is open for  business (each day  the New York  Stock
Exchange  is  open),  and  are  effected at  the  Fund's  net  asset  value next
determined after the appropriate Insurance Company receives a surrender  request
in acceptable form.
 
    Payment  for redeemed shares  will be made  promptly, but in  no event later
than seven days. However, the right of  redemption may be suspended or the  date
of payment postponed in accordance with the Rules under the 1940 Act. The amount
received  upon redemption of the shares of the Fund may be more or less than the
 
                                       50
<PAGE>
amount paid for the shares, depending upon the fluctuations in the market  value
of the assets owned by the Fund. The Fund redeems all full and fractional shares
of  the Portfolio  for cash.  The redemption  price is  the net  asset value per
share. Payment for  shares redeemed  will generally  be made  within seven  days
after receipt of a proper notice of redemption.
 
    The  net asset value of the shares of the Portfolio is determined once daily
as of the close  of business of the  New York Stock Exchange,  on days when  the
Exchange  is open for business, or for any  other day when there is a sufficient
degree of trading in the investments  of the Portfolio to affect materially  its
net  asset value per share (except on days  when no orders to purchase or redeem
shares of the Portfolio have been  received). The net asset value is  determined
by  adding  the values  of all  securities  and other  assets of  the Portfolio,
subtracting liabilities and expenses, and dividing by the number of  outstanding
shares of the Portfolio.
 
    Except  for money market instruments maturing in 60 days or less, securities
held by the Portfolio are valued at their market value if market quotations  are
readily  available.  Otherwise,  such securities  are  valued at  fair  value as
determined in  good  faith  by  the Board  of  Directors,  although  the  actual
calculations  may be  made by  persons acting pursuant  to the  direction of the
Board. All money market instruments with a remaining maturity of 60 days or less
are valued on an amortized cost basis.
 
                          DIVIDENDS AND DISTRIBUTIONS
 
    It is  the Fund's  intention  to distribute  substantially  all of  the  net
investment  income,  if  any,  of  the  Portfolio.  For  dividend  purposes, net
investment income of  the Portfolio  consists of  all payments  of dividends  or
interest  received  by such  Portfolio  less estimated  expenses  (including the
investment advisory  fee). All  net  realized capital  gains,  if any,  of  each
Portfolio  are declared  and distributed  periodically, no  less frequently than
annually. All dividends and distributions are reinvested in additional shares of
the Portfolio at net asset value.
 
                       TOTAL RETURN AND YIELD INFORMATION
 
    The Portfolio may  advertise its  "total return"  from time  to time.  Total
return  refers to the  total change in  value of an  investment in the Portfolio
over a specified  period. It differs  from yield in  that yield figures  measure
only  the income component of the Portfolio's portfolio investments, while total
return includes not only the effect of  income dividends but also any change  in
net asset value, or principal amount, during the stated period. The total return
of  the Portfolio  is the  ratio of  the increase  (or decrease)  in value  of a
hypothetical investment in the Portfolio at the end of a measuring period to the
amount initially invested in the Portfolio.  Total return is computed by  taking
the total number of shares purchased by a hypothetical $1,000 investment, adding
all  additional shares purchased within the period with reinvested dividends and
distributions, calculating the value of those  shares at the end of the  period,
and  dividing the result by  the initial $1,000 investment.  For periods of more
than one year, the cumulative  total return is then  adjusted for the number  of
years, taking compounding into account, to calculate average annual total return
during that period.
 
    Total  return is historical in nature and is not intended to indicate future
performance. Total return will  be quoted for the  most recent one-year  period,
and the average annual total return will be quoted for the most recent five- and
ten-year  periods, or the period from the commencement of the public offering of
the Portfolio, if shorter.
 
    Actual total return quotations  may also be  advertised for other  specified
periods,  such as calendar years and  calendar quarters. Cumulative total return
for periods of  more than one  year may also  be quoted. These  figures will  be
accompanied  by the standard, average annual  total return quotations. The total
return of the Portfolio does not include the effect of paying the sales  charges
on  the particular insurance policy or  annuity contract for which the Portfolio
serves as the investment vehicle.
 
                                       51
<PAGE>
                                     TAXES
 
    As a "regulated investment company" under the provisions of Subchapter M  of
the Internal Revenue Code, as amended, the Fund is not subject to federal income
tax, nor to the federal excise tax imposed by the Tax Reform Act of 1986, to the
extent that it distributes its net investment income and realized capital gains.
Since  the  only  shareholders  of  the Fund  are  the  Insurance  Companies, no
discussion is included herein as to  the federal income tax consequences at  the
shareholder  level. For information  concerning the federal  tax consequences to
purchasers of the annuity or life  insurance policies, see the prospectuses  for
the Policies.
 
                     TRANSFER AND DIVIDEND DISBURSING AGENT
 
    Calvert  Shareholder Services, Inc., having  its principal place of business
at 4550  Montgomery Avenue,  Bethesda, Maryland  20814, is  the Fund's  transfer
agent and dividend disbursing agent.
 
                                       52
<PAGE>
This form must be completed for all tax-sheltered annuities.
 
                     SECTION 403(b)(11) ACKNOWLEDGMENT FORM
 
    The  Hartford variable annuity contract which you have recently purchased is
subject to  certain  restrictions  imposed  by  the  Tax  Reform  Act  of  1986.
Contributions  to the contract after December 31, 1988 and any increases in cash
value after December 31, 1988 may not be distributed to you unless you have:
 
       a. attained age 59 1/2
 
       b. terminated employment
 
       c. died, or
 
       d. become disabled.
 
Distributions of post December  31, 1988 contributions may  also be made if  you
have  experienced a financial hardship. Also there  may be a 10% penalty tax for
distributions made because  of financial  hardship or  separation from  service.
Also,  please be  aware that  your 403(b)  Plan may  also offer  other financial
alternatives other  than the  Hartford variable  annuity. Please  refer to  your
Plan.
 
Please complete the following and return to:
 
    Hartford Life Insurance Company
    Attn: RPVA Administration
    P.O. Box 2999
    Hartford, CT 06104-2999

Name of Contract Owner/Participant: ____________________________________________
Address: _______________________________________________________________________
City or Plan/School District: __________________________________________________
Date: __________________________________________________________________________
Participant No: ________________________________________________________________
Signature: _____________________________________________________________________
<PAGE>
    To    obtain   a   Statement   of   Additional
Information, complete the form below and mail to:
 
    Attn: RPVA Administration
    Hartford Life Insurance Companies
    P.O. Box 2999
    Hartford, CT 06104-2999
 
    Please  send   a   Statement   of   Additional
Information for Separate Account DC-I and Separate
Account  Two (DC-II)(Form HV-1879-9)  to me at the
following address.

    _________________________________________
                      (name)
     _________________________________________
                     (street)
     _________________________________________
         (city/state)           (zip code)
<PAGE>
          PRINCIPAL UNDERWRITER
          Hartford Equity Sales Company, Inc. (HESCO)
          Hartford Securities Distribution Company, Inc. (HSD)
          Hartford Plaza, Hartford, CT 06115
                                                                        HARTFORD
          INDEPENDENT AUDITORS FOR HARTFORD
          LIFE INSURANCE COMPANY AND
          THE GENERAL ACCOUNT OPTION
                                                                  LIFE INSURANCE
          Arthur Andersen & Co.
          Hartford, Connecticut 06103
                                                                         COMPANY
          INSURER
          Hartford Life Insurance Company
          Executive Offices: P.O. Box 2999
          Hartford, CT 06104-2999
                                                    SEPARATE ACCOUNT TWO (DC-II)
                                                                      PROSPECTUS
                                                     INCLUDING THE PROSPECTUS OF
                                                                       THE FUNDS
 
                                             Group Variable Annuity Contracts
 
               HV-2025
   [LOGO]
          HARTFORD LIFE INSURANCE COMPANY
                                                               BULK RATE
          P.O. BOX 2999, HARTFORD, CT 06104-2999
                                                              U.S. POSTAGE
                                                                  PAID
                                                              PERMIT NO. 1
                                                            HARTFORD, CONN.


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