SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrants /X/
Filed by a Party other than the Registrants / /

Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

Hartford Capital Appreciation HLS Fund, Inc.; Hartford Dividend and
Growth HLS Fund, Inc.; Hartford Index HLS Fund, Inc.; Hartford International
Opportunities HLS Fund, Inc.; Hartford MidCap HLS Fund, Inc.; Hartford Small
Company HLS Fund, Inc.; Hartford Stock HLS Fund, Inc.; Hartford Advisers HLS
Fund, Inc.; Hartford Global Advisers HLS Fund, Inc.; Hartford Bond HLS Fund,
Inc.; Hartford Mortgage Securities HLS Fund, Inc.; Hartford Money Market HLS
Fund, Inc.; Hartford Series Fund, Inc.

(Names of Registrants as Specified in Their Charters)
------------------------------------------------------------

Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rule 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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/ / Fee paid previously with preliminary materials.

/ / Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

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HARTFORD HLS FUNDS

200 Hopmeadow Street
Simsbury, CT 06089

HARTFORD GLOBAL COMMUNICATIONS HLS FUND
HARTFORD GLOBAL FINANCIAL SERVICES HLS FUND
HARTFORD GLOBAL HEALTH HLS FUND
HARTFORD GLOBAL TECHNOLOGY HLS FUND
HARTFORD INTERNATIONAL CAPITAL APPRECIATION HLS FUND
HARTFORD VALUE HLS FUND
HARTFORD INTERNATIONAL SMALL COMPANY HLS FUND
HARTFORD MIDCAP VALUE HLS FUND
HARTFORD FOCUS HLS FUND
HARTFORD GROWTH HLS FUND
HARTFORD GLOBAL LEADERS HLS FUND
HARTFORD GROWTH AND INCOME HLS FUND
HARTFORD HIGH YIELD HLS FUND
(SERIES OF HARTFORD SERIES FUND, INC.)

HARTFORD CAPITAL APPRECIATION HLS FUND, INC.
HARTFORD DIVIDEND AND GROWTH HLS FUND, INC.
HARTFORD INDEX HLS FUND, INC.
HARTFORD INTERNATIONAL OPPORTUNITIES HLS FUND, INC.
HARTFORD MIDCAP HLS FUND, INC.
HARTFORD SMALL COMPANY HLS FUND, INC.
HARTFORD STOCK HLS FUND, INC.
HARTFORD ADVISERS HLS FUND, INC.
HARTFORD GLOBAL ADVISERS HLS FUND, INC.
HARTFORD BOND HLS FUND, INC.
HARTFORD MORTGAGE SECURITIES HLS FUND, INC.
HARTFORD MONEY MARKET HLS FUND, INC.

June 6, 2002

To Beneficial Owners of Hartford HLS Funds:

You are being asked, as beneficial owners of shares in one or more of the
mutual funds listed above (collectively the "Funds", and each a "Fund"), to
complete the enclosed voting instruction forms or proxy cards for the upcoming
Special Meeting of the Funds' shareholders (the "Meeting"), to be held on July
16, 2002 at 10:00 a.m., Eastern time, at the offices of HL Investment Advisors,
LLC at 200 Hopmeadow Street, Simsbury, Connecticut 06089.

The proposals to be considered at the Meeting include electing Boards of
Directors, adopting, revising, or eliminating certain fundamental investment

policies of the Funds, converting the investment objectives of certain Funds
from fundamental to non-fundamental, and reorganizing certain Funds from
separate Maryland corporations to series of Hartford Series Fund, Inc., a
Maryland corporation. Please read the enclosed proxy statement for a description
of these proposals. The "Important Information" on the following pages contains
summary information, in question-answer format, which you might find helpful.
The Board of Directors of each Fund has reviewed and approved each of the
proposals and recommends that you vote FOR each proposal.

Although the Board of Directors would like very much to have each Fund
participant attend the Meeting, it realizes that this is not possible. Whether
or not you plan to be present at the Meeting, your vote is needed. THERE ARE TWO
WAYS TO PROVIDE YOUR VOTING INSTRUCTIONS OR GRANT YOUR PROXY:

OVER THE INTERNET -- You can provide your voting instructions or grant your
proxy over the Internet at the Internet address shown on your voting instruction
form(s) or proxy card(s); or

BY MAIL: -- You can provide your voting instructions or grant your proxy by
mail by completing, signing, dating, and returning the enclosed voting
instruction form(s) or proxy card(s). A postage-paid envelope is enclosed for
this purpose.

We look forward to seeing you at the Meeting or receiving your voting
instruction form(s) or proxies so that your vote may be counted. If you have any
questions in connection with these materials, please call us at 1-800-862-6668
if you are a variable annuity owner or at 1-800-231-5453 if you are a variable
insurance policy owner.

Very truly yours,

/s/ David M. Znamierowski
David M. Znamierowski
President
- --------------------------------------------------------------------------------
YOU ARE URGED TO PROVIDE VOTING INSTRUCTIONS OR GRANT YOUR PROXY, SO AS TO BE
REPRESENTED AT THE MEETING, EITHER OVER THE INTERNET OR BY SIGNING, DATING, AND
RETURNING THE ENCLOSED VOTING INSTRUCTION FORM(S) OR PROXY CARD(S) IN THE
ENCLOSED ENVELOPE. IF YOU PROVIDE YOUR VOTING INSTRUCTIONS OR GRANT YOUR PROXY
OVER THE INTERNET, DO NOT RETURN YOUR VOTING INSTRUCTION FORM(S) OR PROXY
CARD(S).
- --------------------------------------------------------------------------------
2

IMPORTANT INFORMATION

We encourage you to read the enclosed proxy statement; we thought it would
be helpful, however, to provide brief answers to some questions.

Q. WHAT PROPOSALS ARE SHAREHOLDERS BEING ASKED TO CONSIDER AT THE UPCOMING
SPECIAL MEETING?

A. As a beneficial owner of Hartford HLS Funds, you are being asked to consider
four matters. First, you are being asked to consider the election of directors
of your mutual funds. Second, you are being asked to consider changes to, or the
adoption or elimination of, fundamental investment policies of the Funds.
"Fundamental" investment policies are policies that cannot be changed or
eliminated without shareholder approval. Third, certain of you are being asked
to convert the investment objectives of your Funds from fundamental to
non-fundamental. Lastly, shareholders of all Funds, except Funds comprising
Hartford Series Fund, Inc., will consider a proposal to reorganize their Funds
from stand-alone corporations to series of Hartford Series Fund, Inc.

Q. WHO ARE BEING NOMINATED TO SERVE AS DIRECTORS?

A. There are nine nominees. Seven of the nominees currently serve as directors
of your Fund. The other two nominees serve as directors for other
Hartford-affiliated mutual funds.

Q. WHY ARE WE PROPOSING TO CHANGE THE FUNDS' FUNDAMENTAL POLICIES?

A. As is described in more detail in the accompanying proxy statement, many of
the existing fundamental policies were adopted in response to regulatory,
business, or industry requirements or conditions that no longer prevail. In
addition, small variations in the wording of similar restrictions among the
whole family of Hartford funds makes the task of ensuring compliance with them
difficult and expensive. We are proposing adopting or removing certain policies
and bringing those that remain in line, wherever possible, with other
fundamental policies in place, or expected to be put in place, for other
Hartford funds.

Q. WHY ARE WE PROPOSING TO CONVERT CERTAIN FUNDS' INVESTMENT OBJECTIVES FROM
FUNDAMENTAL TO NON-FUNDAMENTAL?

A. Applicable law does not require that a Fund's investment objective be
fundamental. This change will allow your Board of Directors to change your
Fund's investment objective in response to regulatory or market changes without
incurring the costs of a shareholder vote.

Q. DO WE EXPECT THE FUNDS' INVESTMENT APPROACHES TO CHANGE AS A RESULT OF THE
CHANGES TO FUNDAMENTAL POLICIES AND THE CONVERSION OF THEIR INVESTMENT
OBJECTIVES FROM FUNDAMENTAL TO NON-FUNDAMENTAL?

A. No. These changes are being proposed to help streamline the compliance and
regulatory processes, not in order to facilitate any expected change in
investment strategy or approach by the Funds.

Q. WHY ARE WE PROPOSING TO REORGANIZE CERTAIN FUNDS AS SERIES OF HARTFORD
SERIES FUND, INC.?

A. Reorganizing the Funds as series of Hartford Series Fund, Inc. is expected
to increase administrative efficiencies and reduce costs to the Funds.

Q. WHAT CHANGE TO THE FUNDS DO WE EXPECT AS A RESULT OF THE REORGANIZATION?

A. Generally, none. The Board of Directors, officers, investment advisors,
investment objectives, and fundamental policies for each of the Funds are
expected to remain the same after the reorganization as before.

Q. HAVE THE FUNDS' BOARDS OF DIRECTORS APPROVED THESE PROPOSALS?

A. Yes. Your Board of Directors has reviewed and approved each of the proposals
on which you are being asked to vote. Your Board recommends that you vote in
favor of each proposal.

Q. WHEN SHOULD I VOTE?

A. Please vote as soon as possible. Representatives of The Hartford Financial
Services Group, Inc. may be contacting you to urge you to vote on these
important matters.

HARTFORD HLS FUNDS

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

The Hartford HLS funds listed above (the "Funds" and each a "Fund") will
hold a Special Meeting of Shareholders (the "Meeting") at the offices of HL
Investment Advisors, LLC at 200 Hopmeadow Street, Simsbury, Connecticut 06089 on
July 16, 2002, at 10:00 a.m., Eastern time, for the following purposes:

I. To elect a Board of Directors for each of Hartford Capital
Appreciation HLS Fund, Inc., Hartford Dividend and Growth HLS Fund, Inc.,
Hartford Index HLS Fund, Inc., Hartford International Opportunities HLS
Fund, Inc., Hartford Midcap HLS Fund, Inc., Hartford Small Company HLS
Fund, Inc., Hartford Stock HLS Fund, Inc., Hartford Advisers HLS Fund,
Inc., Hartford Global Advisers HLS Fund, Inc., Hartford Bond HLS

Fund, Inc., Hartford Mortgage Securities HLS Fund, Inc., Hartford Money
Market HLS Fund, Inc., and Hartford Series Fund, Inc.

II. To approve proposals to adopt, eliminate, or revise certain
fundamental investment policies of the Funds. (These proposals are to be
considered separately by the applicable Funds, as described in the enclosed
Proxy Statement.)

III. To approve proposals to convert investment objectives of certain
Funds from fundamental to non-fundamental. (These proposals are to be
considered separately by the applicable Funds, as described in the enclosed
Proxy Statement.)

IV. To approve the reorganization of certain Funds from separate
corporate entities into new series of Hartford Series Fund, Inc. (This
proposal is to be considered separately by the applicable Funds, as
described in the enclosed Proxy Statement).

V. To consider and act upon such other matters as may properly come
before the Meeting.

The Board of Directors of each Fund unanimously recommends approval of each
item listed on this Notice of Special Meeting of Shareholders.

Only shareholders of record as of the close of business on May 9, 2002 (the
"Record Date") are entitled to vote at the Meeting and any adjournments of the
Meeting.

Although you are not technically a stockholder of the Funds, you are a
beneficial owner of shares of the Funds. Some of you are owners of variable
annuity or variable life insurance products, whose contract values are invested
in shares of one or more of the Funds through separate accounts established by
insurance companies for such purpose. Others of you are participants in
retirement plans which invest in Hartford HLS Funds. If you are a variable
contract owner, you have the right to instruct your insurance company as to the
manner in which shares of the Funds attributable to your contract are voted. If
you own shares beneficially through a retirement plan, you should contact the
plan sponsor, trustee, or other administrator for information regarding your
right to provide instructions as to the voting of Fund shares. Fund shares for
which no instructions are received by an insurance company will be voted by the

insurance company in the same proportions as those for which instructions are
received.

By order of the Board of Directors
of each Fund,
KEVIN J. CARR
Secretary

June 6, 2002

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YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE
PROVIDE YOUR VOTING INSTRUCTIONS OR GRANT YOUR PROXY OVER THE INTERNET OR BY
SIGNING, DATING, AND RETURNING THE ENCLOSED VOTING INSTRUCTION FORM(S) OR PROXY
CARD(S) IN THE ENCLOSED ENVELOPE SO THAT YOU WILL BE REPRESENTED AT THE MEETING.
- --------------------------------------------------------------------------------
3

HARTFORD HLS FUNDS

200 Hopmeadow Street
Simsbury, CT 06089

PROXY STATEMENT

The Board of Directors of each of the Hartford HLS Funds listed above (the
"Funds" and each a "Fund") is soliciting the enclosed voting instruction form(s)
or proxies in connection with a Special Meeting of Shareholders (the "Meeting")
of the Funds to be held at 10:00 a.m., Eastern time, at the offices of HL
Investment Advisors, LLC ("HL Advisors") at 200 Hopmeadow Street, Simsbury,
Connecticut 06089 on July 16, 2002, and any adjournment of the Meeting. The
Meeting will be held for the purposes set forth in the accompanying Notice of
Special Meeting of Shareholders (the "Notice"). Shareholders of record as of the
close of business on May 9, 2002 (the "Record Date") are

entitled to notice of and to vote at the Meeting or any adjourned session. This
Proxy Statement, the Notice, and the voting instruction forms or proxies were
first mailed on or about June 6, 2002.

This Proxy Statement is being furnished to owners of variable annuity
contracts and variable life insurance policies ("Contract Owners") who have
allocated value under their variable annuity contracts and variable life
insurance policies ("Variable Contracts") to separate accounts sponsored by
their insurance companies (the "Separate Accounts"). The Separate Accounts
invest in the Funds in accordance with the instructions received from Contract
Owners. Contract Owners are indirectly invested in the Funds through the
Separate Accounts and have the right to instruct their insurance companies how
to vote shares of the Funds attributable to their Variable Contracts. This Proxy
Statement may also be furnished to participants in retirement plans ("Plan
Participants") whose assets have been invested in one or more of the Funds.

If you execute and return your voting instruction form, but do not provide
voting instructions, your insurance company will vote the shares attributable to
you in accordance with the recommendations of the Board of Directors. Your
insurance company will vote any shares for which it does not receive a voting
instruction form, and any shares which it holds for its own account, in
proportionately the same manner as shares for which it has received voting
instructions.

If you, by virtue of ownership of a Variable Contract, beneficially own
shares of more than one Fund, you should provide voting instructions for each
Fund of which you are a beneficial owner. For example, if you beneficially own
shares of both the Hartford Capital Appreciation HLS Fund and the Hartford
Dividend and Growth HLS Fund, you should sign and return the enclosed voting
instruction forms for each of those Funds. A DIFFERENT VOTING INSTRUCTION FORM
IS ENCLOSED FOR EACH FUND OF WHICH YOU ARE A BENEFICIAL OWNER. IF YOU PROVIDE
YOUR VOTING INSTRUCTIONS BY MAIL, YOU SHOULD SIGN AND RETURN EACH OF THESE
FORMS.

If you own shares beneficially through a retirement plan, you should
contact the plan sponsor, trustee, or other administrator for information
regarding your right to provide instructions as to the voting of Fund shares. If
you are a retirement plan sponsor, trustee, or other administrator and are
authorized to vote shares held by a retirement plan, please complete the
enclosed proxy card(s) and return them in the enclosed envelope.

In order for the shareholder meeting to go forward in respect of any Fund,
there must be a quorum. This means that at least a majority of a Fund's shares
eligible to vote must be represented at the meeting either in person or by
proxy. Because Hartford Life Insurance Company ("HLIC") and its affiliates are
the majority shareholders of each of the Funds, their presence at the Meeting in
2

person or proxy will meet the quorum requirement. If a quorum is not obtained or
if sufficient votes to approve any of the proposals are not received, an
insurance company may propose one or more adjournments of the Meeting to permit
further solicitation of voting instructions. A shareholder vote may be taken for
one or more of the Proposals in this Proxy Statement prior to any adjournment
provided that there is a quorum. All Proposals receiving a sufficient number of
votes for approval prior to any adjournment shall be deemed adopted and shall
not require any further shareholder approval at any adjournment or otherwise.

You may revoke your voting instructions as to any proposal up until the
voting on that proposal is completed by giving written notice to your insurance
company prior to the Meeting (which will be effective when received by your
insurance company), by executing and returning to your insurance company a later
dated form (which will be effective when received by your insurance company), or
by attending the Meeting and providing instructions in person, or by providing
new voting instructions over the Internet. You may revoke or change your proxy
at any time before it is exercised, by sending or delivering a written
revocation to the Secretary of the Fund (which will be effective when received
by the Secretary), by properly executing a later-dated proxy (which will be
effective when received by the Secretary), by attending the Meeting, requesting
return of your proxy, and voting in person, or by granting a new proxy over the
Internet. If you provide voting instructions or a proxy over the Internet, your
most current Internet voting instructions or proxy will be the voting
instructions or proxy counted at the Meeting. If you need a new voting
instruction form, please call the Funds at 1-800-862-6668, and a new form will
be sent to you.

Shares represented by duly executed proxies will be voted in accordance
with the specifications made, as will shares as to which voting instructions
provide such a specification. If no specification is made, shares will be voted
in accordance with the recommendations of the applicable Board of Directors.

The following table summarizes the voting on the proposals:

TABLE 1

<Table>
<Caption>
PROPOSAL SHAREHOLDERS ENTITLED TO VOTE
-------- -----------------------------

Proposal I................ Election of Directors Shareholders of each of the
following companies, voting
separately by company:
Hartford Capital Appreciation
HLS Fund, Inc.; Hartford
Dividend and Growth HLS Fund,
Inc.; Hartford Index HLS
Fund, Inc.; Hartford
International Opportunities
HLS Fund, Inc.; Hartford
Midcap HLS Fund, Inc.;
Hartford Small Company HLS
Fund, Inc.; Hartford Stock
HLS Fund, Inc.; Hartford
Advisers HLS Fund, Inc.;
Hartford Global Advisers HLS
Fund, Inc.; Hartford Bond HLS
Fund, Inc.; Hartford Mortgage
Securities HLS Fund, Inc.;
Hartford Money Market HLS
Fund, Inc.; Hartford Series
Fund, Inc. (collectively, the
"Companies" and each a
"Company")

Proposal II............... A(i). Proposal to revise Shareholders of each Fund
the fundamental policy voting separately by Fund.
regarding the issuing of
senior securities.

A(ii). Proposal to revise Shareholders of each Fund
the fundamental policy voting separately by Fund.
regarding the borrowing of
money.

B. Proposal to revise the Shareholders of each Fund
fundamental policy voting separately by Fund,
regarding investment except the following Funds:
concentrations within a Hartford Global
particular industry. Communications HLS Fund,
Hartford Global Financial
Services HLS Fund, Hartford
Global Health HLS Fund and
Hartford Global Technology
HLS Fund.
</Table>

<Table>
<Caption>
PROPOSAL SHAREHOLDERS ENTITLED TO VOTE
-------- -----------------------------

C. Proposal concerning Shareholders of the following
fundamental policy Funds voting separately by
regarding investments the Fund:
within certain industries. Hartford Global
Communications HLS Fund,
Hartford Global Financial
Services HLS Fund, Hartford
Global Health HLS Fund and
Hartford Global Technology
HLS Fund.

D. Proposal to revise the Shareholders of each Fund
fundamental policy voting separately by Fund.
regarding the making of
loans.

E. Proposal to revise the Shareholders of each Fund
fundamental policy voting separately by Fund.
regarding the underwriting
of securities.

F. Proposal to revise the Shareholders of each Fund
fundamental policy voting separately by Fund.
regarding investments in
real estate or interests
therein.

G. Proposal to revise the Shareholders of each Fund
fundamental policy voting separately by Fund.
regarding purchases and
sales of commodities and
commodities contracts.

H. Proposal to eliminate Shareholders of each Fund
the fundamental policy voting separately by Fund,
regarding the except the following Funds:
diversification of Hartford Global
investments. Communications HLS Fund,
Hartford Global Financial
Services HLS Fund, Hartford
Global Health HLS Fund,
Hartford Global Technology
HLS Fund and Hartford Focus
HLS Fund.
</Table>

<Table>
<Caption>
PROPOSAL SHAREHOLDERS ENTITLED TO VOTE
-------- -----------------------------

Proposal III.............. Proposal to convert the Shareholders of each of the
investment objectives of following Funds, voting
certain Funds from separately by Fund:
fundamental to non- Hartford Advisers HLS Fund,
fundamental. Hartford Bond HLS Fund,
Hartford Capital Appreciation
HLS Fund, Hartford Dividend
and Growth HLS Fund, Hartford
Global Health HLS Fund,
Hartford Global Leaders HLS
Fund, Hartford Global
Technology HLS Fund, Hartford
Growth and Income HLS Fund,
Hartford High Yield HLS Fund,
Hartford Index HLS Fund,
Hartford Global Advisers HLS
Fund, Hartford International
Opportunities HLS Fund,
Hartford MidCap HLS Fund,
Hartford Money Market HLS
Fund, Hartford Mortgage
Securities HLS Fund, Hartford
Small Company HLS Fund and
Hartford Stock HLS Fund.

Proposal IV............... Proposal to reorganize Shareholders of each of the
certain Funds from a following Funds, voting
Maryland corporation into separately by Fund:
new series of Hartford Hartford Capital Appreciation
Series Fund, Inc., a HLS Fund, Inc., Hartford
Maryland corporation. Dividend and Growth HLS Fund,
Inc., Hartford Index HLS
Fund, Inc., Hartford
International Opportunities
HLS Fund, Inc., Hartford
Midcap HLS Fund, Inc.,
Hartford Small Company HLS
Fund, Inc., Hartford Stock
HLS Fund, Inc., Hartford
Advisers HLS Fund, Inc.,
Hartford Global Advisers HLS
Fund, Inc., Hartford Bond HLS
Fund, Inc., Hartford Mortgage
Securities HLS Fund, Inc. and
Hartford Money Market HLS
Fund, Inc.
</Table>

The number of shares of each Fund outstanding on the Record Date is listed
on Table 2, below.

TABLE 2

<Table>
<Caption>
SHARES
FUND OUTSTANDING
- ---- -----------

Hartford Capital Appreciation HLS Fund............... 2,327,284,825
Hartford Dividend and Growth HLS Fund................ 294,605,150
Hartford Index HLS Fund.............................. 730,970,308
Hartford International Opportunities HLS Fund........ 976,220,456
Hartford MidCap HLS Fund............................. 912,093,728
Hartford Small Company HLS Fund...................... 648,281,255
Hartford Stock HLS Fund.............................. 1,686,833,597
Hartford Advisers HLS Fund........................... 5,471,398,152
Hartford Global Advisers HLS Fund.................... 332,781,497
Hartford Bond HLS Fund............................... 1,607,770,311
Hartford Mortgage Securities HLS Fund................ 419,056,858
Hartford Money Market HLS Fund....................... 2,109,104,735
Hartford Global Communications HLS Fund.............. 17,945,983
Hartford Global Financial Services HLS Fund.......... 24,323,247
Hartford Global Health HLS Fund...................... 191,991,008
Hartford Global Technology HLS Fund.................. 240,876,223
Hartford International Capital Appreciation HLS
Fund............................................... 27,519,181
Hartford Value HLS Fund.............................. 93,547,685
Hartford International Small Company HLS Fund........ 12,494,143
Hartford MidCap Value HLS Fund....................... 281,972,106
Hartford Focus HLS Fund.............................. 56,455,030
Hartford Growth HLS Fund............................. 453,526
Hartford Global Leaders HLS Fund..................... 559,521,720
Hartford Growth and Income HLS Fund.................. 602,937,842
Hartford High Yield HLS Fund......................... 235,529,644
</Table>

Each shareholder is entitled to one vote for each share owned on the Record
Date. Fractional shares will be voted proportionally. None of the matters to be
presented at the Meeting will entitle any shareholder to cumulative voting or
appraisal rights.

HL Advisors is the investment adviser of each Fund. Its address is 200
Hopmeadow Street, Simsbury, Connecticut 06089. Hartford Securities Distribution
Company is the principal underwriter for each Fund. Its address is 200 Hopmeadow
Street, Simsbury, Connecticut 06089. Hartford Investment Management Company
("HIMCO") is the sub-adviser for the Hartford Index

HLS Fund, the Hartford Mortgage Securities HLS Fund, the Hartford Bond HLS Fund,
the Hartford High Yield HLS Fund, and the Hartford Money Market HLS Fund.
HIMCO's address is 55 Farmington Avenue, Hartford, Connecticut 06105. Wellington
Management Company is the sub-adviser for the remaining Funds. Its address is 75
State Street, Boston, Massachusetts 02109.

THE FUNDS' MOST RECENT ANNUAL REPORTS ARE AVAILABLE AT NO COST. TO REQUEST
A REPORT, PLEASE CONTACT HARTFORD HLS FUNDS, C/O INDIVIDUAL ANNUITY SERVICES,
P.O. BOX 5085, HARTFORD, CT 06102-5085 OR CALL 1-800-862-6668, AND A REPORT WILL
BE SENT BY FIRST CLASS MAIL WITHIN THREE BUSINESS DAYS OF YOUR REQUEST.

Please be sure to read the entire Proxy Statement before casting your vote.

PROPOSAL I

ELECTION OF DIRECTORS

The Board of Directors of each Company has fixed the number of Directors
for that Company at nine and is recommending that shareholders approve the
election of nine nominees for Director. Of these, seven currently serve as
Directors of the Companies: Winifred Ellen Coleman, Duane E. Hill, William
Atchison O'Neill, Millard Handley Pryor, Jr., John Kelley Springer, Lowndes
Andrew Smith, and David M. Znamierowski. The other two nominees, Phillip O.
Peterson and Robert M. Gavin, are currently directors of other
Hartford-affiliated mutual funds. Each nominee for election has consented to
serve as Director if elected.

The Nominating Committee of the Board of Directors of each Company has
reviewed and approved the nomination of each nominee. The Board of Directors of
each Company, in turn, has approved the nominations and is recommending that
shareholders vote in favor of each nominee.

Biographical data for each of the nominees is set forth below, together
with information concerning the current officers of the Companies. If elected,
each Director will serve until his or her death, resignation, or retirement or
until the next annual meeting, if any, and his or her successor is elected and
qualifies.

The mailing address of each nominee is: c/o Secretary, Hartford Series
Fund, Inc., 55 Farmington Avenue, Hartford, Connecticut 06105.

NOMINEES FOR ELECTION AS NON-INTERESTED DIRECTORS

<Table>
<Caption>
NUMBER OF
PORTFOLIOS
POSITION TERM OF IN FUND OTHER
HELD OFFICE* AND PRINCIPAL COMPLEX DIRECTORSHIPS
WITH THE LENGTH OF OCCUPATION(S) DURING OVERSEEN HELD BY
NAME AND AGE COMPANIES TIME SERVED LAST 5 YEARS BY NOMINEE NOMINEE
- ------------ --------- ----------- -------------------- ---------- -------------

Winifred Ellen Coleman....... Director Since 1995 Ms. Coleman has 48 N/A
(age 69) served as President
of Saint Joseph
College since 1991
and President of
Cashel House, Ltd.
(retail) since 1985.

Dr. Robert M. Gavin.......... N/A New Nominee Mr. Gavin is an 24 Mr. Gavin
(age 61) educational is a Director
consultant. Prior to of Systems
September 1, 2001, & Computer
he was President of Technology
Cranbrook Education Corporation.
Community; and prior
to July 1996, he was
President of
Macalester College,
St. Paul, MN.

Duane E. Hill................ Director Since 2001 Mr. Hill is Partner 48 N/A
(age 56) Emeritus and a
founding partner of
TSG Capital Group, a
private equity
investment firm that
serves as sponsor
and lead investor in
leveraged buyouts of
middle market
companies. Mr. Hill
is also a Partner of
TSG Ventures L.P., a
private equity
investment company
that invests
primarily in
minority-owned small
businesses. Mr. Hill
currently serves as
Chairman of the City
of Stamford, CT
Planning Board and a
director of the
Stamford Cultural
Development
Corporation.

William Atchison O'Neill..... Director Since 1992 The Honorable 48 N/A
(age 71) William A. O'Neill
served as Governor
of the State of
Connecticut from
1980 until 1991. He
is presently
retired.
</Table>

Phillip O. Peterson.......... N/A New Nominee Mr. Peterson is a 24 N/A
(age 57) mutual fund industry
consultant. He was a
Partner of KPMG LLP
through June 1999.

Millard Handley Pryor, Director Since 1977 Mr. Pryor has served 48 Mr. Pryor is
Jr. ........................ as Managing Director a Director of
(age 68) of Pryor & Clark Infodata
Company (real estate Systems, Inc.
investment), (software
Hartford, company) and
Connecticut, since CompuDyne
June, 1992. Corporation
(security
products and
services).

John Kelley Springer......... Director Since 1978 Mr. Springer served 48 N/A
(age 70) as Chairman of
MedSpan, Inc.
(health maintenance
organization) until
March 2002.
</Table>

NOMINEES FOR ELECTION AS INTERESTED DIRECTORS

Lowndes Andrew Smith**....... Director Since 1996 Mr. Smith served as 48 N/A
(age 62) and Vice Chairman of
Chairman Hartford Financial
Services Group, Inc.
("The Hartford")
from February 1997
to January 2002, as
President and Chief
Executive Officer of
Hartford Life,
Inc.("Hartford
Life") from February
1997 to January
2002, and as
President and Chief
Operating Officer of
Hartford Life
Insurance Company
from January 1989 to
January 2002.
</Table>

David M. Znamierowski***..... President Since 1999 Mr. Znamierowski 71 N/A
(age 41) and currently serves as
Director President of HIMCO
and Senior Vice
President, Chief
Investment Officer
and Director of
Investment Strategy
for Hartford Life.
Mr. Znamierowski is
also a Managing
Member and Senior
Vice President of
Hartford Investment
Financial Services,
LLC ("HIFSCO") and
HL Advisors. In
addition, Mr.
Znamierowski is the
Group Senior Vice
President and Chief
Investment Officer
for The Hartford.
</Table>

- ---------------
* Each Director serves until his or her death, resignation, or retirement or
until the next annual meeting of stockholders, if any, and his or her
successor is elected and qualifies. Mr. O'Neill is expected to retire from
the Boards of Directors in August 2002.

** Mr. Smith is an "interested" Director due to the positions he held with The
Hartford until January 2002, and because of his holdings of The Hartford's
stock.

*** Mr. Znamierowski is an "interested" Director due to the positions he holds
with HIMCO and affiliates, and because of his holdings of The Hartford's
stock.

OFFICERS

<Table>
<Caption>
POSITION TERM OF
HELD OFFICE* AND
WITH THE LENGTH OF PRINCIPAL OCCUPATION(S) DURING
NAME, AGE AND ADDRESS COMPANIES TIME SERVED PAST 5 YEARS
- --------------------- --------- ----------- -----------------------------------------

Kevin J. Carr............... Vice Since 1996 Mr. Carr has served as Assistant General
(age 47) President Counsel since 1999, Counsel since
55 Farmington Avenue and November 1996 and Associate Counsel since
Hartford, CT 06105 Secretary November 1995, of The Hartford.
</Table>

Tamara Fagely............... Vice Since 2002 Ms. Fagely has been Vice President of
(age 43) President, Hartford Administrative Services Company
500 Bielenberg Drive Assistant ("HASCO") since 1998. Prior to 1998, she
Woodbury, MN 55125 Controller was Second Vice President of HASCO. She
and also has served as Assistant Vice
Assistant President of Hartford Life Insurance
Treasurer Company since December 2001.

Bruce Ferris................ Vice Since 2002 Mr. Ferris serves as Vice President and a
(age 46) President director of sales and marketing in the
P.O. Box 2999 Investment Products Division of Hartford
Hartford, CT 06104-2999 Life Insurance Company.

George Richard Jay.......... Vice Since 1996 Mr. Jay has served as Secretary and
(age 49) President, Director, Life and Equity Accounting and
P.O. Box 2999 Controller Financial Control, of Hartford Life
Hartford, CT 06104-2999 and Insurance Company since 1987.
Treasurer

Ryan Johnson................ Vice Since 2002 Mr. Johnson has served as Vice President
(age 41) President and a director of sales and marketing in
P.O. Box 2999 the Investment Products Division of
Hartford, CT 06104-2999 Hartford Life Insurance Company since
1999. Previously he was with Guardian
Insurance Company in New York, New York.

Stephen T. Joyce............ Vice Since 2000 Mr. Joyce currently serves as Senior Vice
(age 42) President President and director of investment
P. O. Box 2999 products management for Hartford Life
Hartford, CT 06104-2999 Insurance Company. Previously he served
as Vice President (1997-1999) and
Assistant Vice President (1994-1997) of
Hartford Life Insurance Company.

David N. Levenson........... Vice Since 2000 Mr. Levenson serves as Senior Vice
(age 35) President President of Hartford Life Insurance
P.O. Box 2999 Company and is responsible for the
Hartford, CT 06104-2999 Company's mutual funds line of business
and its corporate retirement plans line
of business. Mr. Levenson joined The
Hartford in 1995. Mr. Levenson is also a
senior vice president of HIFSCO.

Thomas Michael Marra........ Vice Since 1996 Mr. Marra is President and Chief
(age 43) President Operating Officer of Hartford Life. He is
P.O. Box 2999 also a member of the Board of Directors
Hartford, CT 06104-2999 and a member of the Office of the
Chairman for The Hartford, the parent
company of Hartford Life. Named President
of Hartford Life in 2001 and COO in 2000,
Mr. Marra served as Executive Vice
President and Director of Hartford Life's
Investment Products Division from 1998 to
2000. He was head of the company's
Individual Life and Annuities Division
from 1994 to 1998 after being promoted to
Senior Vice President in 1994 and to
Executive Vice President in 1996. From
1990 to 1994, Mr. Marra was Vice
President and Director of Individual
Annuities. Mr. Marra is also a Managing
Member and Executive Vice President of
HIFSCO and HL Advisors.
</Table>

John C. Walters............. Vice Since 2000 Mr. Walters serves as Executive Vice
(age 39) President President and Director of the Investment
P.O. Box 2999 Products Division of Hartford Life
Hartford, CT 06104-2999 Insurance Company. Previously Mr. Walters
was with First Union Securities and its
predecessor from 1984 to 2000. Mr.
Walters is also a Managing Member and
Executive Vice President of HIFSCO and HL
Advisors.

David M. Znamierowski....... President Since 1999 See information under "Nominees for
(age 41) and Election as Interested Directors" above.
55 Farmington Avenue Director
Hartford, CT 06105
</Table>

- ---------------
* Each officer serves at the pleasure of the Board of Directors.

CERTAIN INFORMATION REGARDING DIRECTORS AND OFFICERS. Messrs. Peterson and
Gavin are also directors of Fortis Securities, Inc., a closed-end registered
investment company, Hartford HLS Series Fund II, Inc., an open-end registered
investment company, and The Hartford Mutual Funds II, Inc., an open-end
registered investment company. All other non-interested Directors of the
Companies are non-interested directors of one other registered investment
company in the Fund Complex. All officers of the Companies named above are also
officers of three other registered investment companies in the Fund Complex.
David Znamierowski is a Director and officer of four other registered investment
companies in the Fund Complex. Lowndes Smith is a Director of one other
registered investment company in the Fund Complex.

The Companies' Articles of Incorporation do not provide for the annual
election of directors unless specifically required by the Investment Company Act
of 1940, as amended (the "1940 Act"), or Maryland law. However, in accordance
with the 1940 Act, (i) the Companies will hold a shareholders' meeting for the
election of Directors at such time as less than a majority of the Directors
holding office has been elected by the shareholders and (ii) a vacancy among the
Directors may be filled by the remaining Directors only if, immediately after
such vacancy is filled, at least two-thirds of the Directors holding office
shall have been elected by the shareholders.

The full Board of Directors met eight times during the fiscal year ended
December 31, 2001. During such fiscal year, each incumbent Director attended at
least 75% of the aggregate of the number of meetings of the Board of Directors
and the number of meetings held by all committees of which he was a member that
were held while he was serving on the Board of Directors or on such committee.

STANDING COMMITTEES. The Boards of Directors of the Companies have
established an Audit Committee and a Nominating Committee for each

Company. Each Committee is made up of those Directors who are not "interested
persons" of the Funds. The Audit Committee (i) oversees the Funds' accounting
and financial reporting policies and practices, their internal controls and, as
appropriate, the internal controls of certain service providers, (ii) oversees
the quality and objectivity of the Funds' financial statements and the
independent audit thereof, and (iii) acts as a liaison between the Funds'
independent auditors and the full Boards of Directors. The Nominating Committee
screens and selects candidates to the Boards of Directors. Any recommendations
for nominees should be directed to the Secretary of the applicable Company, who
will then forward them to the Nominating Committee. The Nominating Committee
will consider nominees recommended by shareholders if the Committee is
considering other nominees at the time of the recommendation and if the nominee
meets the Committee's criteria. The Audit Committee and Nominating Committee for
each Fund met two times during the fiscal year ended December 31, 2001.

If the nominees to each Board of Directors are elected, the composition of
the Companies' standing committees will likely change.

INDEPENDENT ACCOUNTANTS. On April 30, 2002, Ernst & Young LLP was selected
as independent accountants for each Fund's current fiscal year; on that date,
Arthur Andersen LLP's engagement as independent accountants for the Funds was
terminated. The determination to retain Ernst & Young LLP and to terminate
Arthur Andersen LLP's engagement was made by the Board of Directors, upon the
recommendation of the Audit Committee. The action was not the result of any
disagreement or difference of opinion between the Funds or their management and
Arthur Andersen LLP, nor had there been any such disagreements or differences of
opinion during the past two fiscal years of the Funds. Each opinion expressed by
Arthur Andersen LLP on the financial statements of the Funds during the last two
fiscal years was unqualified. It is not expected that representatives of Ernst &
Young LLP will be present at the Meeting.

Audit Fees. For the fiscal year ending December 31, 2001, the approximate
aggregate fee paid to Arthur Andersen LLP for professional services rendered for
the audit of the annual financial statements for the Funds was $332,400.

All Other Fees. In fiscal 2001, The Hartford and its affiliates paid
approximately $131,000 to Ernst & Young LLP for non-audit services. In selecting
Ernst & Young LLP as the independent accountants for the Funds, the Board of
Directors considered that Ernst & Young LLP has provided, and may in the future
provide, services to The Hartford and its affiliates.

HOLDINGS AND REMUNERATION OF DIRECTORS. The following table discloses the
dollar range of equity securities beneficially owned by each nominee to the
Board of Directors (i) in each Fund and (ii) on an aggregate basis in any
registered investment companies overseen by the Director within the same family
of investment companies.

TABLE 3

<Table>
<Caption>
AGGREGATE DOLLAR RANGE
OF EQUITY SECURITIES IN
ALL REGISTERED
INVESTMENT COMPANIES
OVERSEEN BY DIRECTOR IN
FAMILY OF INVESTMENT
NAME OF DIRECTOR OR NOMINEE DOLLAR RANGE OF EQUITY SECURITIES IN FUNDS* COMPANIES
- --------------------------- ----------------------------------------------- -----------------------

Winifred Ellen Coleman........ None Over $100,000
Robert M. Gavin............... None $10,001-$50,000
Duane E. Hill................. None None
William Atchison O'Neill...... None $10,001-$50,000
Philip O. Peterson............ None None
Millard H. Pryor.............. None $50,001-$100,000
Lowndes A. Smith.............. Over $100,000 -- Hartford Advisers HLS Fund,
Inc.
Over $100,000 -- Hartford Capital Appreciation
HLS Fund, Inc.
$1-$10,000 -- Hartford Index HLS Fund, Inc.
$1-$10,000 -- Hartford Small Company HLS Fund,
Inc.
$1-$10,000 -- Hartford MidCap HLS Fund, Inc.
$10,001-$50,000 -- Hartford International Over $100,000
Opportunities HLS Fund, Inc.
$10,001-$50,000 -- Hartford Bond HLS Fund, Inc.
$1-$10,000 -- Hartford Stock HLS Fund, Inc.
$1-$10,000 -- Hartford Mortgage Securities HLS
Fund, Inc.
Over $100,000 -- Hartford Money Market HLS
Fund, Inc.
John K. Springer.............. $1-$10,000 -- Hartford Capital Appreciation HLS
Fund, Inc.
$10,001-$50,000 -- Hartford Dividend and Growth
HLS Fund, Inc.
$50,001-$100,000 -- Hartford Advisers HLS Fund,
Inc. Over $100,000
$50,001-$100,000 -- Hartford Stock HLS Fund,
Inc.
David M. Znamierowski......... None $10,001-$50,000
</Table>

- ---------------
* The valuation date for purposes of this Table 3 is May 9, 2002.

The Companies do not pay salaries or compensation to any of their officers
or Directors who are employed by The Hartford. The chart below sets forth the
compensation paid by the Funds and the Fund Complex for the fiscal year

ended December 31, 2001 to the non-interested Directors who are nominees for
reelection.

TABLE 4

<Table>
<Caption>
PENSION OR TOTAL COMPENSATION
AGGREGATE RETIREMENT BENEFITS ESTIMATED ANNUAL FROM THE FUNDS
COMPENSATION ACCRUED AS PART OF BENEFITS UPON AND FUND COMPLEX
NAME OF PERSON, POSITION FROM THE FUNDS FUND EXPENSES RETIREMENT PAID TO DIRECTORS*
- ------------------------ -------------- ------------------- ---------------- ------------------

Winifred E. Coleman,
Director............. $59,200.00 $0 $0 $74,000.00
Duane E. Hill,**
Director............. $10,400.00 $0 $0 $13,000.00
William A. O'Neill,
Director............. $59,200.00 $0 $0 $74,000.00
Millard H. Pryor,
Director............. $59,200.00 $0 $0 $74,000.00
John K. Springer,
Director............. $59,200.00 $0 $0 $74,000.00
</Table>

- ---------------
* As of December 31, 2001, 14 registered investment companies in the Fund
Complex paid compensation to the Directors.

** Mr. Hill became a Director on September 24, 2001.

Hartford Series Fund, Inc.'s Articles of Incorporation provide that the
Company, to the fullest extent permitted or required by Maryland law and the
federal securities laws, shall indemnify the directors and officers of the
Company. The Articles of Incorporation for each of the other Funds provides that
the Fund shall indemnify any director, officer, employee, or agent of the Fund
provided that he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the Company and, with respect to
any criminal action or proceeding, that he had no reasonable cause to believe
his conduct was unlawful. The Companies' Articles of Incorporation do not
protect any person against any liability to which he or she would otherwise be
subject by reason of or for willful misfeasance, bad faith, gross negligence, or
reckless disregard of such person's duties.

To the knowledge of the Companies, as of May 9, 2002, the officers and
Directors of the Companies as a group beneficially owned less than 1% of the
outstanding shares of each Fund.

RECOMMENDED SHAREHOLDER ACTION AND REQUIRED VOTE. The Directors of the
Companies recommend that the shareholders vote for each nominee. A majority of
the votes properly cast at the Meeting is required for the election of
Directors. Shareholders of all Funds that are portfolios of Hartford Series
Fund, Inc. shall vote as a single class for the Directors of that Company.
Shareholders

of the remaining Funds shall vote separately by Fund. Shareholders have no
cumulative voting rights.

PROPOSAL II

CHANGES TO FUNDAMENTAL INVESTMENT POLICIES

As described in the following proposals, HL Advisors has recommended to the
Board of Directors of each Fund, and the Board of Directors of each Fund is
recommending to shareholders, that fundamental investment policies be adopted,
eliminated, or revised in respect of the Funds. The purpose of the proposals is
in most cases to modernize the fundamental policies that are required under
applicable law and to bring them in line with other fundamental policies in
place, or expected to be put in place, for other Hartford mutual funds. No
change in the Funds' investment strategies or approaches is expected as a result
of the proposed changes to the Funds' fundamental investment policies. The Board
of Directors of each Fund is recommending that shareholders approve each of the
proposals.

BACKGROUND

Each of the Funds has adopted certain "fundamental" investment policies.
Fundamental investment policies or restrictions can be changed only by
shareholder vote. Some of the Funds' fundamental investment policies were
adopted in order to comply with the requirements of the 1940 Act. Others were
adopted in the past in response to regulatory, business, or industry
requirements or conditions that in many cases no longer prevail. The specific
proposals, and HL Advisors' reasons for recommending them, are described below.
Many of

the proposed revised fundamental policies are the same as those that currently
apply to, or are expected to be adopted by, other funds in the Hartford Fund
Family.

The effect of implementing these proposals should be to reduce the
compliance burdens of monitoring, and ensuring compliance with, varying sets of
fundamental policies -- some differing from each other by only a few
words -- across the Hartford Fund Family.

If shareholders of a Fund do not approve a proposal, the fundamental
investment policy in question will remain in effect for that Fund, and the Board
of Directors with respect to that Fund will determine any further appropriate
steps to be taken.

PROPOSALS

Note: Appendix A to this Proxy Statement sets out the specific fundamental
investment policies proposed to be added, eliminated, or revised, and the text
of any proposed revision. The descriptions of the proposed additions,
eliminations, and revisions set out below are qualified in their entirety by
reference to Appendix A.

A. (i) REVISION TO THE FUNDAMENTAL POLICY REGARDING THE ISSUING OF SENIOR
SECURITIES.

(ii) REVISION TO THE FUNDAMENTAL POLICY REGARDING THE BORROWING OF
MONEY.

If this proposal is approved by the shareholders of a Fund, the Fund's
fundamental policies regarding borrowing money and issuing senior securities
will be combined to read as follows:

The Fund will not borrow money or issue any class of senior
securities, except to the extent consistent with the Investment Company Act
of 1940, as amended, and the rules and regulations thereunder, or as may
otherwise be permitted from time to time by regulatory authority.

With respect to restrictions on the issuing of senior securities and the
borrowing of money, the Funds are currently classified into two groups, Group A
and Group B.

<Table>
<Caption>
GROUP A GROUP B
------- -------

Global Health HLS Fund Global Communications HLS Fund
Global Technology HLS Fund Global Financial Services HLS Fund
Capital Appreciation HLS Fund Focus HLS Fund
Dividend and Growth HLS Fund Growth HLS Fund
Global Leaders HLS Fund Value HLS Fund
Growth and Income HLS Fund MidCap Value HLS Fund
Index HLS Fund International Capital Appreciation HLS Fund
International Opportunities HLS International Small Company HLS Fund
Fund
MidCap HLS Fund
Small Company HLS Fund
Stock HLS Fund
Advisers HLS Fund
Global Advisers HLS Fund
Bond HLS Fund
High Yield HLS Fund
Mortgage Securities HLS Fund
Money Market HLS Fund
</Table>

Each of the Group A Funds is subject to fundamental policies prohibiting
the Fund from (1) issuing senior securities and (2) borrowing money, except from
banks and then only if immediately after such borrowing there is asset coverage
of at least 300% as defined in the 1940 Act.

Each of the Group B Funds is subject to fundamental policies prohibiting
the Fund from (1) issuing senior securities to the extent such issuance would
violate applicable law and (2) borrowing money, except that a Fund may (a)
borrow from banks (as defined in the 1940 Act) and through reverse repurchase
agreements in amounts up to 33.33% of its total assets (including the amount
borrowed), (b) to the extent permitted by applicable law, borrow up to an
additional 5% of its total assets for temporary purposes, (c) obtain such
short-term credits as may be necessary for the clearance of purchases and sales
of portfolio securities, (d) purchase securities on margin to the extent
permitted by applicable law, and (e) engage in transactions in mortgage dollar
rolls which are accounted for as financings.

The 1940 Act generally permits a mutual fund to borrow money from a bank in
an amount equal to one-third of its total assets, including the amount borrowed.
A mutual fund may engage in other types of transactions that create leverage,
such as reverse repurchase agreements, if it complies with various regulatory
requirements (for example, the segregation of assets). This proposal

is recommended to clarify that each Fund has the ability to borrow money to the
full extent consistent with law or regulatory interpretation. The proposal would
eliminate the distinction between Group A and Group B Funds. If the proposal is
approved by a Group A Fund, the Fund will be permitted to borrow money in any
manner consistent with the 1940 Act, which may include the use of reverse
repurchase agreements, purchases of securities on margin, and other leveraging
techniques. Approval of the proposal by a Group B Fund is not expected to
increase materially the Fund's ability to borrow money or engage in leverage
transactions (although the specific 33.33% limitation will be eliminated).

The proposed policy, like the existing policies, would permit a Fund to
borrow money for the purpose of investing in additional securities. This
practice, known as "leverage," would increase a Fund's market exposure and its
risk. When a Fund has borrowed money for leverage and its investments increase
or decrease in value, the Fund's net asset value will normally increase or
decrease more than if it had not borrowed money. The Fund would also incur
interest expense on borrowed money. The extent to which a Fund borrows money and
the amount it may borrow depends, in part, on market conditions and interest
rates. Successful use of leverage would depend on the investment adviser's
ability to predict market movements correctly.

Each of the Funds is currently subject to a non-fundamental investment
restriction prohibiting it from purchasing any security on margin (except that a
Fund may obtain such short-term credit as may be necessary for the clearance of
purchases and sales of portfolio securities). That policy does not apply to
margin arrangements in connection with futures contracts or related options. In
addition, each Fund is subject to a non-fundamental policy prohibiting it from
purchasing securities while outstanding borrowings exceed 5% of its total
assets. Although these policies may be changed or eliminated by the Board of
Directors of any Company without shareholder approval, the Boards of Directors
of the Companies have no current intention of doing so. In addition, the Funds'
investment adviser has no current intention of proposing any such change to that
non-fundamental investment restriction.

If adopted by the shareholders of a Fund, this policy is not expected to
alter the investment practices of the Fund.

The Bylaws of certain of the Funds contain a provision to the effect that
those Funds "may borrow up to a maximum of 33- 1/3 percent of the value of
[their] total assets." A vote in favor of this proposal will also constitute a
vote to amend the Bylaws of each such Fund to remove that provision.

B. REVISION TO THE FUNDAMENTAL POLICY REGARDING INVESTMENT CONCENTRATIONS
WITHIN A PARTICULAR INDUSTRY.

(Not applicable to Hartford Global Communications HLS Fund, Hartford Global
Financial Services HLS Fund, Hartford Global Health HLS Fund or Hartford Global
Technology HLS Fund.)

Each Fund, with the exception of the Funds listed above, is subject to a
fundamental policy providing that the Fund will not invest 25% or more of its
total assets in the securities of one or more issuers conducting their principal
business activities in the same industry. The fundamental policy states that
this limitation does not apply to investments in U.S. government securities. If
this proposal is approved by the shareholders of a Fund, the fundamental policy
relating to the concentration of investments will be amended and restated as
follows:

The Fund will not purchase the securities of any issuer (other than
securities issued or guaranteed by the U.S. government or any of its
agencies or instrumentalities) if, as a result, more than 25% of the Fund's
total assets would be invested in the securities of companies whose
principal business activities are in the same industry.

The proposed fundamental policy is substantially similar to the current
policy and is proposed to standardize the fundamental polices among the Harford
Fund Family. If adopted by the shareholders of a Fund, this policy is not
expected to alter the investment practices of the Fund.

A Fund that concentrates its investments in a particular industry or
industries could be exposed to greater risk to the extent that the particular
industry or industries in which it concentrates experience adverse changes, and
it may be more volatile than one whose investments are more broadly distributed
among industries.

C. PROPOSAL CONCERNING FUNDAMENTAL POLICIES REGARDING INVESTMENTS WITHIN
CERTAIN INDUSTRIES.

(Applicable only to Hartford Global Communications HLS Fund, Hartford
Global Financial Services HLS Fund, Hartford Global Health HLS Fund, and
Hartford Global Technology HLS Fund (for the purposes of this subsection,
collectively the "Funds" and each a "Fund")).

Each of the Funds listed above focuses its investments in a particular
industry sector. The Funds are currently managed in accordance with the
following policies:

The Hartford Global Communications HLS Fund normally invests at least
25% of its total assets, in the aggregate, in the following industries:
telecommunication services and media.
21

The Hartford Global Financial Services HLS Fund normally invests at
least 25% of its total assets, in the aggregate, in the following
industries: banks, diversified financials, and insurance.

The Hartford Global Health HLS Fund normally invests at least 25% of
its total assets, in the aggregate, in the following industries:
pharmaceuticals, medical products, and health services.

The Hartford Global Technology HLS Fund normally invests at least 25%
of its total assets, in the aggregate, in the following industries:
computers and computer equipment, software and computer services,
electronics, and communication equipment.

The Funds are proposing to formalize each of these policies as fundamental
so that they may not be changed without a vote of shareholders of the affected
Funds.

It is also proposed that those policies for the Global Health HLS Fund and
Global Technology HLS Fund be modified to reflect industry groupings more
precisely. The modified policies would read as follows:

The Hartford Global Health HLS Fund will normally invest at least 25%
of its total assets, in the aggregate, in the following industries:
pharmaceuticals and biotechnology, medical products, and health services.

The Hartford Global Technology HLS Fund will normally invest at least
25% of its total assets, in the aggregate, in the following industries:
technology hardware and equipment, software and computer services,
commercial services and supplies, electronics, and communication equipment.

A Fund that concentrates its investments in a particular industry or
industries could be exposed to greater risk to the extent that the particular
industry or industries in which it concentrates experience adverse changes, and
it may be more volatile that one whose investments are more broadly distributed
among industries.

The Hartford Global Communications HLS Fund is subject to certain risks due
to it investments in the communications sector. Fierce competition in many
industries of the communications sector may cause companies to significantly
reduce the prices of their products, which can reduce the companies'
profitability. Should this occur throughout the sector, the value of the Fund's
investment portfolio could decline substantially. In addition, companies in this
sector can suffer significant adverse effects from obsolescence of existing
equipment, short product cycles, and new market entrants. Such effects could
reduce such companies' profitability and the market value of their securities.
Companies in this sector, particularly telephone operating companies, are often

subject to government regulation of rates of return and services that can be
offered.

The Hartford Global Financial Services HLS Fund is subject to certain risks
due to its investment in the financial services sector. Each industry of the
financial services sector is subject to extensive government regulation which
can limit the amounts and types of loans and other financial commitments that
companies can make, the interest rates and fees that they can charge, and the
manner in which they distribute their products. Profitability can be largely
dependent on the availability and cost of capital and can fluctuate
significantly when interest rates change. Credit losses resulting from financial
difficulties of borrowers can negatively affect lending institutions. Insurance
companies can be subject to severe price competition. The financial services
sector generally is undergoing rapid change as existing distinctions among
financial service industries diminish. For example, recent mergers have combined
insurance, finance, and securities brokerage under single ownership. Likewise,
some primarily retail companies have expanded into the securities brokerage and
insurance industries.

The Hartford Global Health HLS Fund is subject to certain risks due to its
investments in the health sector. Health care products and services are
generally subject to government regulation, and changes in laws or regulations
could adversely impact the market value of securities and the Fund's overall
performance. Government regulation could have a significant, adverse impact on
the price and availability of a company's products and services. Lawsuits and
regulatory proceedings which may be brought against the issuers of securities
could also adversely impact the market value of those securities and the Fund's
overall performance. Companies in the biotechnology industry are subject to
similar risks, and can be significantly affected by patent considerations,
intense competition, rapid technological change and obsolescence, and government
regulation.

The Hartford Global Technology HLS Fund is subject to certain risks due to
its investments in the technology sector. Competition in the sector may cause
technology companies to cut prices significantly, which can adversely affect the
profitability of companies that make up the Fund's portfolio. In addition,
because of rapid technological developments, products or services which are
offered by technology companies may become obsolete or may be produced for a
relatively short time, which could adversely affect the price of securities of
issuers in the sector. Issuers in the technology hardware and commercial
services and supplies industries are subject to many of the same risks. In
addition, issuers in the commercial services and supplies industries can be
significantly affected by the ability to attract and retain skilled employees,
and the risk that business organizations may seek alternative, cost-effective
means to meet their needs.
23

D. REVISION TO THE FUNDAMENTAL POLICY REGARDING THE MAKING OF LOANS.

Each Fund has a fundamental investment restriction prohibiting it from
making loans, except through (a) the purchase of debt obligations in accordance
with the Fund's investment objective and policies, (b) repurchase agreements
with banks, brokers, dealers, and other financial institutions, and (c) loans of
cash or securities as permitted by applicable law. If shareholders of a Fund
approve this proposal, the Fund's fundamental policy regarding loans will be
amended and restated as follows:

The Fund will not make loans, except to the extent consistent with the
Investment Company Act of 1940, as amended, and the rules and regulations
thereunder, or as may otherwise be permitted from time to time by
regulatory authority.

The proposed fundamental policy is substantially similar to the one
currently in place, and would impose no limitations on a Fund's lending other
than those imposed by the 1940 Act and applicable regulation. The proposal is
intended to standardize the fundamental policies among the Hartford Fund Family
and to maximize the ability of a Fund to respond to regulatory changes.

When a Fund makes a loan, it takes the risk that the person or entity to
which it makes the loan will be unable or unwilling to repay the loan. Any such
failure to repay a loan or any delay in repaying a loan would likely result in a
loss to the Fund. When a Fund lends its portfolio securities to another party,
the Fund has the potential to increase its current income while retaining the
securities' potential for capital appreciation. Such loans are at all times
secured by cash or other collateral and involve some risk to the Fund if the
other party should default on its obligation to return the securities or to make
related payments. If the other party should become involved in bankruptcy
proceedings, the Fund may encounter a delay in recovery of or even a loss of
rights in the collateral.

If adopted by the shareholders of a Fund, this policy is not expected to
change the Fund's investment practices or lending activities. Under current
positions of the SEC staff, no Fund may lend securities with a value of greater
than 33 1/3% of the value of the Fund's assets.

E. REVISION TO THE FUNDAMENTAL POLICY REGARDING THE UNDERWRITING OF
SECURITIES.

Each Fund has a fundamental investment restriction prohibiting it from
underwriting securities issued by others, except to the extent that the sale of
portfolio securities by the Fund may be deemed to be an underwriting. If the

shareholders of a Fund approve this proposal, the Fund's fundamental policy
regarding underwriting will be amended and restated as follows:

The Fund will not act as an underwriter of securities of other
issuers, except to the extent that, in connection with the disposition of
portfolio securities, the Fund may be deemed an underwriter under
applicable laws.

The proposed fundamental policy is substantially similar to the current
policy and is intended to standardize the fundamental policies among the
Hartford Fund Family. If adopted by the shareholders of a Fund, this policy is
not expected to alter the investment practices of the Fund.

F. REVISION TO THE FUNDAMENTAL POLICY REGARDING INVESTMENTS IN REAL ESTATE
OR INTERESTS THEREIN.

Each Fund has a fundamental investment restriction prohibiting it from
purchasing or selling real estate, except that it may (a) acquire or lease
office space for its own use, (b) invest in securities of issuers that invest in
real estate or interests therein (e.g., real estate investment trusts), (c)
invest in securities that are secured by real estate or interests therein, (d)
purchase and sell mortgage-related securities, (e) hold and sell real estate
acquired by the Fund as a result of the ownership of securities, and (f) invest
in real estate limited partnerships. If shareholders of a Fund approve this
proposal, the Fund's fundamental policy regarding investments in real estate and
interests therein will be amended and restated as follows:

The Fund will not purchase or sell real estate unless acquired as a
result of ownership of securities or other instruments, although it may
purchase securities secured by real estate or interests therein, or
securities issued by companies which invest in real estate or interests
therein.

To the extent a Fund holds real estate-related securities, it will be
subject to the risks associated with the real estate market. These risks may
include declines in the value of the real estate, changes in general or local
economic conditions, overbuilding, difficulty in completing construction,
increased competition, changes in zoning laws, increases in property taxes and
operating expenses, and variations in rental income. Generally, increases in
interest rates will increase the cost of obtaining financing, which may result
in a decrease in the value of such investments. In addition, in order to enforce
its rights in the event of a default of these securities, a Fund may be required
to participate in various legal proceedings or take possession of and manage
assets securing the issuer's obligations. This could increase a Fund's operating
expenses and
25

adversely affect the Fund's net asset value. Moreover, direct investments in
real estate as well as certain real estate-related investments are considered
"illiquid" and are subject to the risks associated with illiquid assets. These
risks include the possibility that a Fund may be unable to dispose of the asset
at a time when it may be advantageous to do so and that the asset may be worth
less than the price at which a Fund values it for the purpose of determining net
asset value.

G. REVISION TO THE FUNDAMENTAL POLICY REGARDING PURCHASES AND SALES OF
COMMODITIES AND COMMODITIES CONTRACTS.

Each Fund is subject to a fundamental policy providing that the Fund will
not invest in commodities or commodity contracts, except that it may invest in
currency and financial instruments and contracts that are commodities or
commodity contracts. If this proposal is approved by the shareholders of a Fund,
that Fund's fundamental policy relating to investments in commodities or
commodities contracts will be amended and restated to read as follows:

The Fund will not purchase or sell commodities or commodities
contracts, except that the Fund may purchase or sell financial futures
contracts, options on financial futures contracts and futures contracts,
forward contracts, and options with respect to foreign currencies, and may
enter into swap transactions or other financial transactions of any kind.

The 1940 Act requires that a Fund state as a fundamental investment policy
the extent to which it may engage in the purchase and sale of commodities. At
the time the 1940 Act was enacted, the term "commodities" was understood to
refer principally to physical commodities such as agricultural products,
precious and base metals, oil and gas, and the like. In recent years, however, a
variety of new financial contracts and instruments, such as interest rate,
currency, and securities index futures contracts, have been created which may be
considered to be "commodities" for regulatory purposes.

The proposed policy is recommended to standardize the fundamental policies
across the Hartford Fund Family. None of the Funds intends to change its current
practices with respect to investments in commodities.

Each of the Funds is subject to a non-fundamental investment restriction
prohibiting it from entering into a stock index futures contract, or acquiring
related options, if initial margin deposits on the open futures position, plus
the sum of premium payments for all unexpired options on stock index futures
contracts, would exceed 5% of the Fund's total assets. Although this policy may
be changed or eliminated by the Board of Directors of any Company without
shareholder approval, the Boards of Directors have no current intention of doing
so. In addition, the Funds' investment adviser has no current intention of
proposing any such change to that non-fundamental investment restriction.

The use by a Fund of financial futures contracts and other financial
instruments (including those that would be permitted under the proposed policy)
entails certain risks, including the risk that the Fund's investment adviser may
be unable to forecast market and currency exchange rate movements correctly.
Should markets or exchange rates move in an unexpected manner, the Fund may not
achieve the anticipated benefits of the financial instruments or may realize
losses and thus be in a worse position than if such financial instruments had
not been used. In addition, the imperfect correlation between movements in the
prices or values of financial instruments and movements in the prices of any
securities or currencies hedged using such instruments or used for cover may
result in unanticipated losses. A Fund's ability to dispose of or close out its
positions in financial instruments will depend on the availability of liquid
markets in such instruments. The Fund may be unable to dispose of a financial
instrument, or otherwise to close out its position in a financial instrument, at
a time or price its adviser considers desirable, and so may be unable to realize
a gain on such a financial instrument or limit a loss on such a financial
instrument at a desired time or price.

H. ELIMINATION OF THE FUNDAMENTAL POLICY REGARDING DIVERSIFICATION OF
INVESTMENTS.

(Not applicable to Hartford Global Communications HLS Fund, Hartford Global
Financial Services HLS Fund, Hartford Global Health HLS Fund, Hartford Global
Technology HLS Fund and Hartford Focus HLS Fund (the "Non-Diversified Funds")).

Each Fund, with the exception of the Non-Diversified Funds, is currently
subject to a fundamental policy providing that, with respect to 75% of the
Fund's total assets, the Fund will not purchase securities of an issuer (other
than cash, cash items or securities issued or guaranteed by the U.S. Government,
its agencies, instrumentalities or authorities), if (a) such purchase would
cause more than 5% of the Fund's total assets taken at market value to be
invested in the securities of such issuer; or (b) such purchase would at the
time result in more than 10% of the outstanding voting securities of such issuer
being held by the Fund.

The elimination of this fundamental policy is proposed for administrative
purposes only and is not intended to change the investment practices of any
Fund. The elimination of the policy will not affect the classification of any
Fund as a "diversified" investment company under Section 5(b)(1) of the 1940
Act.

In order to be classified a "diversified" investment company under Section
5(b)(1) of the 1940 Act, an investment company must limit the amount of an
issuer's voting securities it holds in accordance with that Section. Each Fund
has adopted, as a fundamental policy, a restriction based on the current
language of Section 5(b)(1). Although the 1940 Act requires that a fund be
27

classified as either a diversified or a non-diversified company, it does not
require that the diversification requirements be adopted as a fundamental
policy. Each of the Funds, except the Non-Diversified Funds, is currently
classified as a diversified fund under the 1940 Act. A change in the
classification of a Fund as a diversified fund would require the approval of a
majority of the outstanding shares of the Fund.

The elimination of the current policy will allow a Fund to remain a
diversified investment company despite any future amendments or changes to the
definition of "diversified" investment company under Section 5(b)(1), without
having to seek shareholder approval. In addition, this change is intended to
reduce administrative burdens by eliminating a fundamental policy that is not
required and is not expected to apply to other funds in the Hartford Fund
Family.

RECOMMENDED SHAREHOLDER ACTION AND REQUIRED VOTE. The Board of Directors
of each Fund recommends that the shareholders vote for each proposed revision to
or elimination of, the Funds' fundamental investment policies (Proposals
II.A. -- II.H.). Approval by a Fund of the foregoing proposals requires the
affirmative vote of a "majority of the outstanding voting securities" of that
Fund (as defined in the 1940 Act), which means the affirmative vote of the
lesser of (1) more than 50% of the outstanding shares of the Fund or (2) 67% or
more of the shares of the Fund present at a meeting if more than 50% of the
outstanding shares of the Fund are represented at the meeting in person or by
proxy. Abstentions will have the effect of negative votes on each matter set out
in this Proposal II. Approval by the shareholders of any individual Fund of any
of the individual items of this Proposal II will be effective regardless of the
outcome of shareholder voting for that Fund in connection with any of the other
items of this Proposal II or with any other Proposal contained herein.

PROPOSAL III

CONVERTING INVESTMENT OBJECTIVES FROM FUNDAMENTAL TO NON-FUNDAMENTAL

The investment objectives of the following funds are fundamental and
require shareholder approval prior to any change: Hartford Advisers HLS Fund,
Hartford Bond HLS Fund, Hartford Capital Appreciation HLS Fund, Hartford
Dividend and Growth HLS Fund, Hartford Global Health HLS Fund, Hartford Global
Leaders HLS Fund, Hartford Global Technology HLS Fund, Hartford Growth and
Income HLS Fund, Hartford High Yield HLS Fund, Hartford Index HLS Fund, Hartford
Global Advisers HLS Fund, Hartford International Opportunities HLS Fund,
Hartford MidCap HLS Fund, Hartford Money Market HLS Fund, Hartford Mortgage
Securities HLS Fund, Hartford Small
28

Company HLS Fund and Hartford Stock HLS Fund. For a listing of the current
investment objective of each of these Funds, please see Appendix B.

The Board of Directors of each of these Funds recommends converting the
investment objective of each of these Funds from fundamental to non-fundamental.
If shareholders of a Fund approve the conversion of a Fund's investment
objective from fundamental to non-fundamental, the Board of Directors will have
the flexibility to reword or change the substance of the investment objective
without shareholder approval. The Board of Directors does not currently have any
intention to change the investment objective of any of the Funds.

The Board of Directors of each Fund believes that shareholders and contract
holders will benefit from this proposed change by allowing the Board of
Directors to revise the Fund's investment objective without incurring the time
and costs associated with a shareholder vote. The Board of Directors of each
Fund believes that this approach provides the Boards of Directors the necessary
flexibility to respond to changes in applicable law and market conditions. This
proposal is also recommended as an effort to conform to the practices of the
other funds in the Hartford Fund Family.

RECOMMENDED SHAREHOLDER ACTION AND REQUIRED VOTE. The Board of Directors
of each Fund recommends that the shareholders vote for the proposal to convert
the Fund's investment objective from fundamental to non-fundamental. Approval by
a Fund of the foregoing proposal requires the affirmative vote of a "majority of
the outstanding voting securities" of that Fund (as defined in the 1940 Act),
which means the affirmative vote of the lesser of (1) more than 50% of the
outstanding shares of the Fund or (2) 67% or more of the shares of the Fund
present at a meeting if more than 50% of the outstanding shares of the Fund are
represented at the meeting in person or by proxy. Abstentions will have the
effect of negative votes on this Proposal III. Approval by the shareholders of
any individual Fund of this Proposal III will be effective regardless of the
outcome of shareholder voting for that Fund in connection with any of the other
Proposals contained herein.

PROPOSAL IV

REORGANIZATION OF CERTAIN FUNDS AS
SERIES OF HARTFORD SERIES FUND, INC.

Each of Hartford Capital Appreciation HLS Fund, Inc., Hartford Dividend and
Growth HLS Fund, Inc., Hartford Index HLS Fund, Inc., Hartford International
Opportunities HLS Fund, Inc., Hartford Midcap HLS Fund, Inc., Hartford Small
Company HLS Fund, Inc., Hartford Stock HLS Fund, Inc., Hartford Advisers HLS
Fund, Inc., Hartford Global Advisers HLS Fund, Inc., Hartford Bond HLS Fund,
Inc., Hartford Mortgage Securities HLS Fund,

Inc., and Hartford Money Market HLS Fund, Inc. (collectively the "Stand-Alone
Funds" and each a "Stand-Alone Fund") is presently organized as a separate
corporation under Maryland law and, as such, is currently operated as an
independent legal entity. At the Meeting, shareholders of each Stand-Alone Fund
will be asked to vote to reorganize the Fund as a series (a "New Fund" and
collectively the "New Funds") of Hartford Series Fund, Inc., a single Maryland
corporation (a "Reorganization" and collectively the "Reorganizations"). Each
Reorganization would be effected pursuant to an Agreement and Plan of
Reorganization (a "Reorganization Plan" or a "Plan"), the form of which is
attached to this Proxy Statement as Appendix C. Your Board of Directors has
unanimously approved the Reorganization Plan for your Fund. The proposed
reorganizations will have no effect on the operations or management of your
Fund.

Like your Fund, Hartford Series Fund, Inc. is registered under the
Investment Company Act of 1940, as amended, as an open-end management investment
company. The mailing address and telephone number of the principal office of
Hartford Series Fund, Inc. are the same as those of your Fund.

In connection with the proposed Reorganizations, New Funds will be
established as series of Hartford Series Fund Inc. Each of the New Funds will
have the same investment objective, investment strategies, techniques, and
restrictions as the corresponding Stand-Alone Fund. Each Stand-Alone Fund will
transfer all of its assets to the corresponding New Fund in exchange for shares
of the New Fund and the assumption by the New Fund of all of the Stand-Alone
Fund's liabilities. The shares of the New Fund will then be distributed in
complete liquidation to the Stand-Alone Fund's shareholders, who will then
become shareholders of the New Fund. The Stand-Alone Fund will then be
dissolved, and its legal existence terminated. In each Reorganization, the
shareholders of a Stand-Alone Fund will receive shares of the corresponding New
Fund of the same class (Class IA or Class IB) as, and having an aggregate net
asset value equal to the aggregate net asset value of, the shares of the
Stand-Alone Fund they hold on the date of the Reorganization.

Hartford Series Fund, Inc. currently offers the following portfolios:
Hartford Global Communications HLS Fund, Hartford Global Financial Services HLS
Fund, Hartford Global Health HLS Fund, Hartford Global Technology HLS Fund,
Hartford International Capital Appreciation HLS Fund, Hartford Value HLS Fund,
Hartford International Small Company HLS Fund, Hartford Midcap Value HLS Fund,
Hartford Focus HLS Fund, Hartford Growth HLS Fund, Hartford Global Leaders HLS
Fund, Hartford Growth and Income HLS Fund, and Hartford High Yield HLS Fund. If
the Reorganization of your Fund is approved by the shareholders of your Fund,
your Fund will become an additional portfolio of Hartford Series Fund, Inc.

REASONS FOR THE PROPOSED REORGANIZATION

Your Fund's Board of Directors unanimously recommends reorganization of
your Fund as a series of Hartford Series Fund, Inc. The Reorganizations are
expected to consolidate and streamline the operations of the Funds and
potentially reduce the Funds' operating expenses. Your Fund's Board of Directors
has unanimously determined that the proposed Reorganization with respect to your
Fund is in the best interests of the Fund, that the terms of the Reorganization
are fair and reasonable, and that the interests of the shareholders and
beneficial owners of the Fund will not be diluted as a result of the
Reorganization.

SUMMARY OF THE REORGANIZATION PLANS

Each Plan provides that a New Fund will acquire all of the assets of the
corresponding Stand-Alone Fund in exchange for the assumption by the New Fund of
all of the liabilities of the Stand-Alone Fund and for the issuance of the
shares of the New Fund ("Reorganization Shares"), all as of the Exchange Date
(defined in each Plan to be August 31, 2002 or such other date as may be agreed
upon by the New Fund and the Stand-Alone Fund). The following discussion
summarizes the important terms of the Reorganization Plan. The summary is
qualified in its entirety by reference to the form of Agreement and Plan of
Reorganization attached as Appendix C to this Proxy Statement. You should read
the Reorganization Plan in its entirety.

Each Stand-Alone Fund will sell all of its assets to the corresponding New
Fund, and, in exchange, the New Fund will assume all of the liabilities of the
Stand-Alone Fund and deliver to the Stand-Alone Fund (i) a number of full and
fractional Class IA Reorganization Shares having an aggregate net asset value
equal to the value of the net assets of the Stand-Alone Fund attributable to its
Stand-Alone Class IA shares, and (ii) a number of full and fractional Class IB
Reorganization Shares having an aggregate net asset value equal to the value of
the net assets of the Stand-Alone Fund attributable to its Class IB shares. For
a discussion of the tax consequences of the proposed Reorganization, see
"Federal Income Tax Consequences," below.

Immediately following the Exchange Date, each Stand-Alone Fund will
distribute in complete liquidation to its shareholders of record as of the close
of business on the Exchange Date the full and fractional Reorganization Shares
received by the Stand-Alone Fund, with Class IA Reorganization Shares being
distributed to holders of Class IA shares of the Stand-Alone Fund and Class IB
Reorganization Shares being distributed to holders of Class IB shares of the
Stand-Alone Fund. As a result of the proposed transaction, each holder of Class
IA and Class IB shares of the Stand-Alone Fund will receive a number of Class IA
and Class IB Reorganization Shares equal in aggregate value at the

Exchange Date to the aggregate value of the Class IA and Class IB shares,
respectively, of the Stand-Alone Fund held by the shareholder. This distribution
will be accomplished by the establishment of accounts on the share records of
the corresponding New Fund in the names of the Stand-Alone Fund shareholders,
each account representing the respective number of full and fractional Class IA
and Class IB Reorganization Shares due such shareholder. Because the shares of
the New Fund will not be represented by certificates, certificates for
Reorganization Shares will not be issued. At the completion of the
Reorganizations, all issued and outstanding shares of each Stand-Alone Fund will
simultaneously be cancelled on the books of the Stand-Alone Fund. As promptly as
practicable after the liquidation of each Stand-Alone Fund, each Stand-Alone
Fund shall be dissolved and its legal existence terminated.

The consummation of each Reorganization is subject to the conditions set
forth in the Plan, any one of which may be waived. Each Plan may be terminated
and the Reorganization abandoned at any time, before or after approval by the
shareholders of the Stand-Alone Fund, prior to the Exchange Date, by mutual
consent of the relevant Stand-Alone Fund and New Fund or, if any condition set
forth in the Plan has not been fulfilled and has not been waived by the party
entitled to its benefits, by such party.

All legal and accounting fees and expenses, printing and other fees and
expenses incurred in connection with the consummation of the transactions
contemplated by the Plans will be borne by the Funds.

Notwithstanding any of the foregoing, expenses will in any event be paid by
the party directly incurring such expenses if and to the extent that the payment
by any other party of such expenses would result in the disqualification of the
first party as a "regulated investment company" within the meaning of Section
851 of the Internal Revenue Code of 1986, as amended (the "Code").

REORGANIZATION SHARES

Full and fractional Reorganization Shares will be issued to each Stand-
Alone Fund's shareholders in accordance with the procedure under the Plan as
described above. The Reorganization Shares are Class IA and Class IB shares of
the New Fund, which will have substantially similar characteristics as the
corresponding classes of Stand-Alone Fund shares.

OTHER MATTERS

The investment objectives, policies, and restrictions of each Stand-Alone
Fund, as amended pursuant to Proposals II and III (if approved by shareholders),
will be adopted by each corresponding New Fund and will not change as a result
of the Reorganizations.

HL Advisors is currently the investment advisor to each of the Stand-Alone
Funds pursuant to an investment advisory contract between the Stand-Alone Fund
and HL Advisors. Following the reorganization, HL Advisors will continue as
investment advisor for each New Fund pursuant to an investment advisory contract
between Hartford Series Fund, Inc. and HL Advisors with respect to the New Fund
that is substantially similar to the Stand-Alone Fund's existing investment
advisory contract. Each Stand-Alone Fund, as the sole shareholder of each New
Fund prior to the Stand-Alone Fund's Reorganization, will approve an investment
advisory agreement between the New Fund and HL Advisors.

Each of the Stand-Alone Funds and Hartford Series Fund, Inc. has entered
into a distribution agreement with Hartford Securities Distribution Company
("Hartford Securities"). Following the Reorganizations, Hartford Securities will
serve as the principal underwriter of each of the New Funds on substantially
similar terms as it does currently with respect to the corresponding Stand-Alone
Funds. In addition, each of the Stand-Alone Funds has adopted a distribution
plan under Rule 12b-1 of the 1940 Act, pursuant to which the Fund compensates
Hartford Securities for services provided, and expenses incurred, by Hartford
Securities in connection with the distribution of the Fund's Class IB shares.
The Board of Directors of Hartford Series Fund, Inc. has approved a
substantially similar distribution plan for Class IB shares of each New Fund.
Each Stand-Alone Fund, as the sole Class IB shareholder of the corresponding New
Fund prior to the Stand-Alone Fund's Reorganization, will approve the
distribution plan of the New Fund.

Currently, the Board of Directors of each Stand-Alone Fund is comprised of
the same seven directors as the Board of Directors of Hartford Series Fund, Inc.
If Proposal I described herein is approved by the shareholders of each Company,
the Board of Directors of each Stand-Alone Fund will be comprised of the same
nine directors as the Board of Directors of Hartford Series Fund, Inc. and
following the Reorganization there will be one Board of Directors for all of the
Funds, comprised of these same nine directors. Each Stand-Alone Fund's officers
are, and will continue to be after the Reorganization, officers of Hartford
Series Fund, Inc.

STRUCTURE OF THE HARTFORD SERIES FUND, INC. AND THE NEW FUNDS

Hartford Series Fund, Inc. has been established pursuant to its Articles of
Incorporation and By-Laws under the laws of the State of Maryland. Hartford
Series Fund, Inc. is an open-end investment company offering thirteen series of
shares, each representing a Fund. Immediately prior to the Reorganization, the
New Funds will have nominal assets and no liabilities and the sole holder of the
outstanding shares of each New Fund will be the corresponding Stand-Alone Fund.
33

Each of the Reorganization Shares will be fully paid and nonassessable by
Hartford Series Fund, Inc. when issued, will be transferable without
restriction, and will have no preemptive or conversion rights. Hartford Series
Fund, Inc.'s Articles of Incorporation permit the Board of Directors to issue up
to twelve billion shares and, without shareholder approval, to divide its shares
into two or more series of shares representing separate investment portfolios
and to further divide any such series into two or more classes of shares having
such preferences and special or relative rights and privileges as the Directors
may determine.

COMPARISON OF DIFFERENCES

Because the shareholders of each Stand-Alone Fund will become shareholders
of a single corporation, the voting power of a shareholder of a New Fund may be
diluted. For example, after the Reorganization, shareholders of Hartford Series
Fund, Inc. will vote together as a single class (not separately by Fund) on
certain matters, such as the election of Directors. Although any such combined
voting will be subject to requirements of the 1940 Act as to separate series or
class voting rights, a shareholder's ability to influence the outcome of such
votes may be reduced, as his or her vote may be aggregated with a greater number
of other votes than if that shareholder had voted only with the other
shareholders of his or her Fund.

Because each Stand-Alone Fund and Hartford Series Fund, Inc. are Maryland
corporations, the rights of securities holders and beneficial owners of each
Stand-Alone Fund under state law are expected to remain substantially unchanged
after the Reorganizations. However, there are a number of differences between
the Funds' governing documents. For example, the provisions of Hartford Series
Fund, Inc.'s Articles of Incorporation differ in some respects from those of the
Stand-Alone Funds. As a result, certain rights of shareholders will change
following the Reorganizations. (The Bylaws of Hartford Series Fund, Inc. and
each of the Stand-Alone Funds are substantially similar, and each Stand-Alone
Fund shareholder's rights under the Bylaws are expected to remain substantially
unchanged after the Reorganizations.)

The following is a summary of certain significant differences between each
Stand-Alone Fund's Articles of Incorporation (the "Stand-Alone Articles") and
Hartford Series Fund, Inc.'s Articles of Incorporation (the "Hartford
Articles"). For additional information regarding all of the differences,
shareholders of a Stand-Alone Fund should refer directly to such documents,
copies of which may be obtained by contacting Hartford Series Fund, Inc. at its
address listed on the cover of this Proxy Statement or by calling toll-free at
1-800-862-6668. Shareholders may also request copies of the relevant Bylaws.

REDEMPTION BY COMPANY. Under the Stand-Alone Articles, each Stand-Alone
Fund retains the right to redeem the shares of any of its shareholders if the
value of the shares falls below an amount to be designated by the Board of
Directors. Under the Hartford Articles, Hartford Series Fund, Inc. has a similar
right to redeem the shares of any series held in a shareholder's account if the
value of the account is less than a specified amount determined by the Board of
Directors, provided that the shareholder has been given at least 30 days written
notice and has failed to make additional purchases of shares in an amount
sufficient to bring the account value up to the required value prior to the
redemption by the corporation. Unlike the Stand-Alone Funds, Hartford Series
Fund, Inc. has the right to redeem shares of any shareholder in two additional
circumstances: (i) if the redemption is, in the opinion of the Board of
Directors, desirable in order to prevent the corporation from being deemed a
"personal holding company" within the meaning of the Code, and (ii) if a
shareholder has failed to furnish a correct certified social security or tax
identification number.

In the event of any redemption, Hartford Series Fund, Inc. will redeem
shares at their net asset value.

SHAREHOLDER VOTING. Under the Hartford Articles, any proposal requiring a
supermajority vote under Maryland law will nonetheless be valid and effective if
approved by a majority of the total number of shares of the class or series of
shares entitled to vote on the proposal. Examples of actions under Maryland law
requiring greater than a majority vote, unless otherwise provided in a
corporation's Articles of Incorporation, include a vote to approve a
consolidation or merger of the corporation with or into another entity, a vote
to sell all or substantially all of the assets of the corporation, a vote to
remove the directors, and a vote to dissolve the corporation, each of which
would require an affirmative vote by two-thirds of all the shares entitled to
vote on the matter.

The Articles of Incorporation for each of the Stand-Alone Funds, except
Hartford Stock HLS Fund, Inc., do not override any provisions of Maryland law
requiring a supermajority vote. Thus, as a result of the Reorganizations,
certain proposals might be approved by shareholders of Hartford Series Fund,
Inc. that might not have been approved by shareholders of a Stand-Alone Fund due
to the heightened voting requirements under Maryland law.

INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS. The Hartford
Articles and Stand-Alone Articles provide for the indemnification of Directors,
officers, employees, and agents under some circumstances. While these
indemnification provisions are similar they differ in certain respects. For
example, the Hartford Articles provide that Hartford Series Fund, Inc. will
indemnify a director or officer, to the full extent required or permitted by
Maryland law and federal securities law, for liability incurred that was not the
result of such person's willful misfeasance, bad faith, gross negligence, or

reckless disregard of the duties involved in the conduct of such person's
office, and in the case of employees and agents of Hartford Series Fund, Inc.,
only as the Board of Directors or by-laws authorize. The Stand-alone Articles
provide for the indemnification of any director, officer, employee, or agent of
the Fund, if the person acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the Fund and, with
regard to criminal proceedings, had no reasonable cause to believe his conduct
was unlawful. (Any claim that results in a settlement, conviction, or nolo
contendere plea of a person seeking indemnification creates, in the case of most
of the Stand-Alone Funds, a rebuttable presumption that such person did not act
in accordance with the standard set out above.) The Stand-Alone Articles may
also limit indemnification in cases of claims brought by, or in right of, the
Fund where the person in question has been adjudged liable for negligence or
misconduct in the performance of his duty to the Fund.

Because the standards for indemnification in the Hartford Articles and the
Stand-Alone Articles differ, it is possible that, under identical circumstances,
Hartford Series Fund, Inc. might be required to indemnify its Directors,
officers, employees, or agents where a Stand-Alone Fund might not.

FEDERAL INCOME TAX CONSEQUENCES

As a condition to each Stand-Alone Fund's and each New Fund's obligation to
consummate the Reorganization, each Stand-Alone Fund and each New Fund will
receive an opinion from Ropes & Gray, counsel to Hartford Series Fund, Inc.
(which opinion would be based on certain factual representations and certain
customary assumptions), to the effect that, on the basis of the existing
provisions of the Code, current administrative rules and court decisions, for
federal income tax purposes: (i) the transactions contemplated in the Plan will
constitute a reorganization within the meaning of Section 368(a)(1) of the Code,
and the New Fund and Stand-Alone Fund will each be a "party to the
reorganization" within the meaning of Section 368(b) of the Code; (ii) under
Section 361 of the Code, no gain or loss will be recognized by the Stand-Alone
Fund as a result of the Reorganization; (iii) under Section 354 of the Code, no
gain or loss will be recognized by shareholders of the Stand-Alone Fund on the
distribution of Reorganization Shares to them in exchange for their shares of
the Stand-Alone Fund; (iv) under Section 358 of the Code, the aggregate tax
basis of the Reorganization Shares that the Stand-Alone Fund's shareholders
receive in exchange for their Stand-Alone Fund shares will be the same as the
aggregate basis in the Stand-Alone Fund shares; (v) under Section 1223(1) of the
Code, a Stand-Alone Fund shareholder's holding period for the Reorganization
Shares will be determined by including the holding period for the Stand-Alone
Fund shares exchanged for the Reorganization Shares, provided that the
shareholder held

the Stand-Alone Fund shares as a capital asset; (vi) under Section 1032 of the
Code, no gain or loss will be recognized by the New Fund upon receipt of the
investments in exchange for the Reorganization Shares and the assumption by the
New Fund of the liabilities of the Stand-Alone Fund; (vii) under Section 362(b)
of the Code, the aggregate tax basis in the hands of New Fund of the investments
transferred pursuant to the Plan will be the same as the Stand-Alone Fund's
aggregate tax basis in the investments immediately prior to such transfer;
(viii) under Section 1223(2) of the Code, the New Fund's holding period with
respect to the investments will include the periods during which the investments
were held by the Stand-Alone Fund; and (ix) the New Fund will succeed to and
take into account the items of the Stand-Alone Fund described in Section 381(c)
of the Code, subject to the conditions and limitations specified in Sections
381, 382, 383, and 384 of the Code and the Regulations thereunder.

This description of the federal income tax consequences of the
Reorganizations is made without regard to the particular facts and circumstances
of any shareholder. Shareholders are urged to consult their own tax advisors as
to the specific consequences to them of the Reorganizations, including the
applicability and effect of state, local, foreign, and other tax laws.

TEMPORARY AMENDMENT OF FUNDAMENTAL INVESTMENT RESTRICTIONS AND
TAKING OF OTHER ACTIONS

Certain of each Stand-Alone Fund's existing fundamental investment
restrictions (as amended by Proposal II) might, absent temporary amendment,
preclude a Stand-Alone Fund from carrying out its Reorganization. Accordingly,
it is also proposed, as part of this Proposal, that the shareholders of each
Stand-Alone Fund approve a temporary amendment of the fundamental investment
restrictions of the Stand-Alone Fund, and the taking of any other actions by the
Stand-Alone Fund, to the extent necessary to complete the Stand-Alone Fund's
Reorganization. The fundamental investment restrictions of each Stand-Alone Fund
are set forth in Appendix A attached to this Proxy Statement. In particular, the
fundamental investment restrictions of each Stand-Alone Fund might preclude, but
the Reorganization contemplates, the acquisition by a Stand-Alone Fund of a
nominal number of shares of the corresponding New Fund prior to the
Reorganization so that the Stand-Alone Fund's shareholders may take certain
actions incidental to the Reorganization such as approving an investment
advisory agreement. (The temporary amendments contemplated by this paragraph
will not likely be required if all of the proposed changes to the Funds'
fundamental investment policies are approved by shareholders.)

REQUIRED VOTE

Approval of this proposal for each Stand-Alone Fund requires the
affirmative vote of at least two-thirds of the Stand-Alone Fund's outstanding
shares. Abstentions will have the effect of a vote against the proposal.

The Board of Directors of each Stand-Alone Fund recommends that the
shareholders of the Stand-Alone Fund vote FOR approval of this proposal.

MISCELLANEOUS

QUORUM. As to Hartford Series Fund, Inc., the presence, either in person
or by proxy, of shareholders owning a majority of shares entitled to vote at the
Meeting shall constitute a quorum. As to any Stand-Alone Fund and any matter to
be considered separately by a Fund that is a series of Hartford Series Fund,
Inc., the presence, either in person or by proxy, of shareholders owning a
majority of shares of that Fund entitled to vote at the Meeting shall constitute
a quorum with respect to that matter.

ADJOURNMENT. In the event a quorum is not obtained or that sufficient
votes in favor of the proposals set forth in the accompanying Notice are not
received by the time scheduled for the Meeting, your insurance company or the
persons named as proxies may propose one or more adjournments of the Meeting for
a reasonable time after the date set for the original Meeting to permit further
solicitation of proxies with respect to any such proposals. In addition, if, in
the judgment of your insurance company or the persons named as proxies,
subsequent developments make it advisable to defer action on any proposal, your
insurance company or the persons named as proxies may propose one or more
adjournments of the Meeting for a reasonable time in order to defer action on
the proposal as they deem advisable. Any adjournment with respect to a proposal
will require a majority of the votes cast on the matter at the Meeting (or any
adjournment of the Meeting).

Provided that there is a quorum, a shareholder vote may be taken for one or
more of the proposals in this Proxy Statement prior to any adjournment. All
proposals receiving a sufficient number of votes for approval prior to any
adjournment shall be deemed adopted and shall not require any further
shareholder approval at any adjournment or otherwise. Your insurance company or
the persons named as proxies, as the case may be, will vote in favor of or
against, or will abstain with respect to, adjournment as to a proposal in the
same proportions they are authorized to vote for or against, or to abstain with
respect to, that proposal. The costs of any additional solicitation of voting
instructions

or proxies and of any adjourned session with regard to a proposal will be borne
by the Funds.

SOLICITATION OF PROXIES. In addition to the solicitation of voting
instructions or proxies by mail, the employees of HL Advisors or its affiliates
may solicit voting instructions or proxies in person or by telephone. The
expenses incurred in connection with the solicitation of voting instructions and
proxies, other than expenses in connection with solicitation by the employees of
HL Advisors or its affiliates, will be borne by the Funds.

OTHER BUSINESS. The Board of Directors of each Company knows of no other
business to be brought before the Meeting. However, if any other matters
properly come before the Meeting, the entities named on the voting instruction
form or the persons named as proxies, as the case may be, will vote upon these
matters according to their best judgment.

TABULATION OF VOTES. Votes cast by proxy or in person at the Meeting will
be counted by one or more persons appointed by the President of the Companies to
act as tellers for the Meeting. The tellers will count the total number of votes
cast "FOR" the proposals for purposes of determining whether sufficient
affirmative votes have been cast. The tellers will count shares represented by
proxies that withhold authority to vote or that reflect abstentions as to a
matter as shares that are present and entitled to vote on the matter for
purposes of determining the presence of a quorum.

DATE FOR RECEIPT OF SHAREHOLDERS' PROPOSALS FOR SUBSEQUENT MEETINGS OF
SHAREHOLDERS. The Companies' Articles of Incorporation do not provide for
annual meetings of shareholders, and the Companies do not currently intend to
hold such a meeting in 2002. Shareholder proposals for inclusion in any
Company's proxy statement for any subsequent meeting must be received by that
Company a reasonable period of time prior to any such meeting.

SHARE OWNERSHIP INFORMATION. As of the Record Date, separate accounts of
Hartford Life and of Hartford Life and Annuity Insurance Company ("Hartford Life
and Annuity") collectively owned of record more than 90% of the outstanding
shares of the following Funds: Advisers HLS Fund, Bond HLS Fund, Capital
Appreciation HLS Fund, Dividend and Growth HLS Fund, Focus HLS Fund, Global
Advisers HLS Fund, Global Health HLS Fund, Global Technology HLS Fund,
International Opportunities HLS Fund, MidCap HLS Fund, MidCap Value HLS Fund,
Money Market HLS Fund, Mortgage Securities HLS Fund, Small Company HLS Fund,
Stock HLS Fund, and Value HLS Fund. The address of Hartford Life, Hartford Life
and Annuity, and HL Advisors is 200 Hopmeadow Street, Simsbury, CT 06070. To the
knowledge of the Funds, no other person owned, of record or beneficially, 5% or
more of the outstanding shares of any of those Funds at the Record Date, except
HL Advisors, which owned of record and beneficially 5.31% of the Focus HLS Fund;
The Hartford Investment Savings Plan, which owned 6.39% of the

Global Technology HLS Fund; and Fortis Benefits Insurance Company ("Fortis
Benefits"), which owned 5.77% of the Money Market HLS Fund. The address of
Fortis Benefits Insurance Company is 500 Bielenberg Drive, Woodbury, MN
55125-1400. The address of The Hartford Investment Savings Plan is 100 Plaza One
MS JCY03-0408, Jersey City, NJ 07311-3999. Of the remaining Funds, the only
persons known to have owned, of record or beneficially, at the Record Date, 5%
or more of the outstanding shares of any Fund are as follows (beneficial
ownership is shown by an asterisk(*)):

TABLE 5

<Table>
<Caption>
NUMBER OF SHARES PERCENTAGE OF FUND
---------------- ------------------

GLOBAL COMMUNICATIONS HLS FUND
HL Advisors.................................. 10,000,000.00 55.72%*
Hartford Life and Annuity.................... 5,669,537.64 31.59%
Hartford Life................................ 2,276,445.05 12.68%
GLOBAL FINANCIAL SERVICES HLS FUND
Hartford Life and Annuity.................... 10,137,255.66 41.68%
HL Advisors.................................. 10,000,000.00 41.11%*
Hartford Life................................ 4,185,991.83 17.21%
GLOBAL LEADERS HLS FUND
Hartford Life and Annuity.................... 242,365,763.78 43.32%
Fortis Benefits.............................. 180,890,433.82 32.33%
Hartford Life................................ 111,943,025.87 20.01%
GROWTH & INCOME HLS FUND, INC.
Hartford Life and Annuity.................... 304,246,160.49 50.46%
Fortis Benefits.............................. 179,023,674.66 29.69%
Hartford Life................................ 113,521,476.77 18.83%
GROWTH HLS FUND
HL Advisors.................................. 450,000.00 99.22%*
HIGH YIELD HLS FUND
Hartford Life and Annuity.................... 112,064,758.81 47.58%
Hartford Life................................ 68,215,261.67 28.96%
Fortis Benefits.............................. 49,208,478.25 20.89%
INDEX HLS FUND
Hartford Life................................ 331,640,951.43 45.37%
Hartford Life and Annuity.................... 302,173,408.06 41.34%
Fortis Benefits.............................. 94,139,075.41 12.88%
INTERNATIONAL CAPITAL APPRECIATION HLS FUND
Hartford Life and Annuity.................... 19,147,289.33 69.58%
Hartford Life................................ 5,371,891.66 19.52%
HL Advisors.................................. 3,000,000.00 10.90%*
</Table>

<Table>
<Caption>
NUMBER OF SHARES PERCENTAGE OF FUND
---------------- ------------------

INTERNATIONAL SMALL COMPANY HLS FUND
Hartford Life and Annuity.................... 6,430,867.59 51.47%
Hartford Life................................ 3,063,275.21 24.52%
HL Advisors.................................. 3,000,000.00 24.01%*
</Table>

June 6, 2002

APPENDIX A

The following tables outline the proposed changes in the fundamental
policies for each Fund, stating the current policy and the proposed revised
policy.