SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the registrant [X]

Filed by a party other than the registrant [ ]

Check the appropriate box:

[X] Preliminary proxy statement. [ ] Confidential, for use of the
Commission only (as permitted by
Rule 14a-6(e)(2)).

[ ] Definitive proxy statement.

[ ] Definitive additional materials.

[ ] Soliciting material pursuant to Section 240.14a-12

Hartford HLS Series Fund II, Inc.
(formerly Fortis Series Fund, Inc.)
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(Name of Registrant as Specified in Its Charter)

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(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)

Payment of filing fee (check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 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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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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[ ] Fee paid previously with preliminary materials.
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[ ] 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.

(1) Amount Previously Paid:

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(2) Form, Schedule or Registration Statement No.:

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(3) Filing Party:

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(4) Date Filed:

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HARTFORD HLS SERIES FUND II, INC.
(FORMERLY FORTIS SERIES FUND, INC.)
P.O. BOX 64387
ST. PAUL, MINNESOTA 55164-0387

HARTFORD SMALLCAP GROWTH HLS FUND
HARTFORD GROWTH OPPORTUNITIES HLS FUND
HARTFORD VALUE OPPORTUNITIES HLS FUND
HARTFORD U.S. GOVERNMENT SECURITIES HLS FUND
HARTFORD MULTISECTOR BOND HLS FUND
HARTFORD AMERICAN LEADERS HLS FUND
HARTFORD CAPITAL OPPORTUNITIES HLS FUND
HARTFORD BLUE CHIP STOCK HLS FUND
HARTFORD BLUE CHIP STOCK II HLS FUND
HARTFORD INTERNATIONAL STOCK HLS FUND
HARTFORD INTERNATIONAL STOCK II HLS FUND
HARTFORD MID CAP STOCK HLS FUND
HARTFORD SMALL CAP VALUE HLS FUND
HARTFORD GLOBAL EQUITY HLS FUND
HARTFORD LARGE CAP GROWTH HLS FUND
HARTFORD INVESTORS GROWTH HLS FUND

May [ ], 2002
To Hartford HLS Series Fund II participants:

You are being asked, as the owner of a Fortis variable
annuity/insurance product and an indirect participant in one or more funds of
Hartford HLS Series Fund II, Inc. (each a "Fund"), to complete the enclosed
voting instruction forms for the upcoming special meeting of the Funds'
shareholders, to be held on June [ ], 2002 at 10:00 a.m., Eastern time, at the
offices of HL Investment Advisors, LLC at 200 Hopmeadow Street, Simsbury,
Connecticut.

At the meeting, you will be asked to vote on the election of members of
the Board of Directors, and to consider changes to, or the elimination of,
fundamental investment policies of the Funds. The "Important Information"
accompanying the proxy statement contains summary information, in
question-answer format, which you might find helpful. The Board of Directors 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 special meeting, it realizes that this is not possible.
Whether or not you plan to be present at the meeting, your vote is needed.
PLEASE COMPLETE, SIGN, AND RETURN THE ENCLOSED VOTING INSTRUCTION FORM(S)
PROMPTLY. A POSTAGE-PAID ENVELOPE IS ENCLOSED FOR THIS PURPOSE.

We look forward to seeing you at the special meeting or receiving your
voting instruction form(s) so that your vote may be counted. If you have any
questions in connection with these materials, please call us at [1-800-800-2000,
extension 3057 if you are a variable annuity contract owner, and extension 3028
if you are a variable universal life insurance policyholder. If you are the
owner of a First Fortis variable annuity contract, please call 1-800-745-8248.
If you are the owner of a TD Waterhouse variable annuity contract, please call
1-800-827-5877. If you are the owner of a Wells Fargo Passage variable annuity
contract, please call 1-800-780-7743.]

Very truly yours,

David M. Znamierowski
President

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CONTRACT HOLDERS ARE URGED TO SIGN AND RETURN THE ENCLOSED VOTING INSTRUCTION
FORM(S) IN THE ENCLOSED ENVELOPE SO AS TO BE REPRESENTED AT THE MEETING.
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IMPORTANT INFORMATION

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

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

A. As the owner of a Fortis variable annuity/insurance product, and so an
indirect participant in one or more funds offered by Hartford HLS Series Fund
II, Inc., you are being asked to consider two matters. First, you will be asked
to consider the election of directors of your mutual funds. Second, you will be
asked to consider changes to, or the elimination of, fundamental investment
policies of your funds. "Fundamental" investment policies are policies that
cannot be changed or eliminated without shareholder approval.

Q. WHO ARE BEING NOMINATED TO SERVE AS DIRECTORS?

A. There are nine nominees. Three of the nominees currently serve as
directors of your fund. The other six 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,
most of the changes are being proposed to standardize fundamental policies among
funds in the Hartford fund family. Small variations in the wording of similar
restrictions among the whole family of Hartford funds makes the task of
insuring compliance with them difficult and inefficient. We are proposing
removing one policy that is not required by law to be "fundamental" 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. DO WE EXPECT THE FUNDS' INVESTMENT APPROACHES TO CHANGE AS A RESULT?

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. HAS THE FUNDS' BOARD OF DIRECTORS APPROVED THESE PROPOSALS?

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

Q. WHEN SHOULD I VOTE?

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

Q. WHO IS PAYING THE COST OF THE SHAREHOLDER MEETING AND OF THIS PROXY
SOLICITATION?

A. The Hartford - and not your fund - is paying all the costs.

HARTFORD HLS SERIES FUND II, INC.
(FORMERLY FORTIS SERIES FUND, INC.)

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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

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The series of Hartford HLS Series Fund II, Inc. listed above (each a
"Fund", and collectively the "Funds") will hold a Special Meeting of
Shareholders (the "Meeting") at the offices of HL Investment Advisors, LLC at
200 Hopmeadow Street, Simsbury, Connecticut on June [ ], 2002, at 10:00 a.m.,
Eastern time, for the following purposes:

I. To elect a Board of Directors.

II. To approve proposals to eliminate or revise certain fundamental
investment policies of the Funds. (To be considered separately by each
Fund, as described in the enclosed proxy statement.)

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

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

Only shareholders of record on April [ ], 2002 are entitled to vote at
the Meeting and any adjournments of the Meeting. Individuals owning contracts
representing shares at the close of business on April [ ], 2002 may provide
voting instructions on how to vote the shares that are attributable to their
variable contracts at the Meeting or any adjournments of the Meeting.

Each Fund issues and sells its shares to [Fortis Variable Account C and
Fortis Variable Account D, which are separate accounts of Fortis Benefits
Insurance Company ("FBIC"), and to Fortis Variable Account A, which is a
separate account of First Fortis Life Insurance Company ("FFLIC"). (Fortis
Variable Account A, Fortis Variable Account C, and Fortis Variable Account D are
referred to together as the "Separate Accounts.")] The Separate Accounts hold
shares which fund benefits under flexible premium deferred variable annuity
contracts or flexible premium variable life insurance contracts which are issued
by [FBIC] and [FFLIC.] As the owners of the assets held in the Separate
Accounts, [FBIC] and [FFLIC] are the only shareholders of the Funds and are
entitled to vote all of the shares of each Fund. However, pursuant to applicable
laws, [FBIC] and [FFLIC] vote outstanding shares of the Funds in accordance with
instructions received from the owners of the annuity and life insurance
contracts.

[FBIC] and [FLIC] will vote any shares for which they do not receive a voting
instruction form, and any shares which they or their affiliates hold for their
own account, in proportionately the same manner as shares for which they have
received voting instructions. This notice is being delivered to annuity and life
insurance contract owners who, by virtue of their ownership of the contracts,
beneficially owned shares of one or more of the Funds as of the record date, so
that they may instruct [FBIC] and [FFLIC] how to vote the shares of the Funds
underlying their contracts.

By order of the Board of Directors,
MICHAEL J. RADMER
Secretary
May [ ], 2002

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YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE
COMPLETE, SIGN, DATE, AND MAIL THE ENCLOSED VOTING INSTRUCTION FORM(S) IN THE
ENCLOSED ENVELOPE SO THAT YOU WILL BE REPRESENTED AT THE MEETING.
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HARTFORD HLS SERIES FUND II, INC.
(FORMERLY FORTIS SERIES FUND, INC.)
P.O. BOX 64387
ST. PAUL, MINNESOTA 55164-0387

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PROXY STATEMENT

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The Board of Directors of Hartford HLS Series Fund II, Inc. (the
"Company") is soliciting the enclosed voting instruction form(s) in connection
with a special meeting of shareholders (the "Meeting") of the series listed
above (the "Funds") to be held at the offices of HL Investment Advisors, LLC
("HL Advisors") at 200 Hopmeadow Street, Simsbury, Connecticut on June [ ],
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"). This proxy statement, the Notice, and the voting instruction
forms were first mailed to contract owners on or about May [ ], 2002.

Each Fund issues and sells its shares to [Fortis Variable Account C and
Fortis Variable Account D, which are separate accounts of Fortis Benefits
Insurance Company ("FBIC"), and to Fortis Variable Account A, which is a
separate series of First Fortis Life Insurance Company ("FFLIC"). (Fortis
Variable Account A, Fortis Variable Account C, and Fortis Variable Account D are
referred to together in this proxy statement as the "Separate Accounts.")] As
the owners of the shares held in the Separate Accounts, [FBIC] and [FFLIC] are
entitled to vote all of the shares of each Fund held in the Separate Accounts.
However, pursuant to applicable laws, [FBIC] and [FFLIC] vote outstanding shares
of the Funds in accordance with the voting instructions received from the owners
of the annuity and life insurance contracts. This proxy statement is being
delivered to annuity and life insurance contract owners who, by virtue of their
ownership of the contracts, beneficially owned shares of one or more of the
Funds as of the record date, so that they may instruct [FBIC] and [FFLIC] how to
vote the shares of the Fund(s) underlying their contracts.

You have the right to instruct [FBIC] or [FFLIC] on how to vote the
shares held under your contract. If you execute and return your voting
instruction form, but do not provide voting instructions, [FBIC] and [FFLIC]
will vote the shares underlying your contract in favor of each proposal. [FBIC]
and [FFLIC] will vote any shares for which they do not receive a voting
instruction form, and any shares which they or their affiliates hold for their
own account, in proportionately the same manner as shares for which they have
received voting instructions.

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If you, by virtue of ownership of annuity or life insurance contracts,
beneficially own shares of more than one Fund, you should sign a voting
instruction form for each Fund of which you are a beneficial owner. For example,
if you beneficially own shares of Hartford SmallCap Growth HLS Fund and Hartford
Growth Opportunities 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 IN WHICH YOU ARE A BENEFICIAL OWNER. YOU SHOULD SIGN
AND RETURN EACH OF THESE FORMS.

In order for the Meeting to go forward in respect of any Fund, there
must be a quorum. This means that at least a majority of the Fund's shares
eligible to vote must be represented at the Meeting either in person or by
proxy. Because [FBIC] and [FFLIC] are the only shareholders in the Funds, their
presence at the meeting in 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, the entities named as proxies may propose one or more
adjournments of the Meeting to permit further solicitation of voting
instructions. Any adjournment will require a vote in favor of the adjournment by
the holders of a majority of the votes cast on the question in person or by
proxy at the Meeting (or any adjournment of the Meeting).

You may revoke your voting instructions as to any proposal up until
voting results are announced for that proposal at the Meeting or any adjournment
of the Meeting by giving written notice to [FBIC] or [FFLIC] prior to the
Meeting, by executing and returning to [FBIC] or [FFLIC] a later dated form, or
by attending the Meeting and voting in person. If you need a new voting
instruction form, please call the Funds at [ ], and a new voting
instruction form will be sent to you. If you return an executed form without
voting instructions, your shares will be voted in accordance with the
recommendations of the Board of Directors.

The following table summarizes the voting on the proposals:

TABLE 1

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PROPOSAL SHAREHOLDERS ENTITLED TO VOTE
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Proposal I Election of Directors Shareholders of Hartford HLS Series Fund II,
Inc., voting as a single class
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Proposal II A. Proposal to eliminate fundamental policy Shareholders of each Fund voting separately
regarding the diversification of investments. by Fund.
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B. Proposal to revise fundamental policy Shareholders of each Fund voting separately
regarding investment concentrations within a by Fund.
particular industry.
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C. Proposal to revise fundamental policy Shareholders of each Fund voting separately
regarding investments in real estate or by Fund.
interests therein.
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D. Proposal to revise fundamental policy Shareholders of each Fund voting separately
regarding purchases and sales of commodities by Fund.
and commodities contracts.
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E. Proposal to revise fundamental policy Shareholders of each Fund voting separately
regarding the making of loans to other by Fund.
persons.
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F. Proposal to revise fundamental policy Shareholders of each Fund voting separately
regarding the borrowing of money and the by Fund.
issuing of senior securities.
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Those individuals owning contracts representing shares at the close of
business on April [ ], 2002 may provide voting instructions for the Meeting or
any adjournment of the Meeting. The number of Class IA shares outstanding for
each Fund on that date is listed on Table 2, below. Each Fund also issues Class
IB shares; however,

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no Class IB shares were outstanding as of April [ ], 2002. To the best knowledge
of each Fund, no person other than [ ] owned, of record or beneficially, 5% or
more of the outstanding Class IA shares of any of the Funds as of April [ ],
2002. Information with regard to [ ]'s ownership in each Fund of which it owns
more than 5% of the outstanding Class IA shares is provided below:

TABLE 2

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PERCENT OF
SHARES SHARES OWNED OUTSTANDING SHARES
FUND OUTSTANDING BY [ ](1) OWNED BY [ ]
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Hartford SmallCap Growth HLS Fund
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Hartford Growth Opportunities HLS Fund
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Hartford Value Opportunities HLS Fund
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Hartford U.S. Government Securities
HLS Fund
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Hartford Multisector Bond HLS Fund
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Hartford American Leaders HLS Fund
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Hartford Capital Opportunities HLS
Fund
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Hartford Blue Chip Stock HLS Fund
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Hartford Blue Chip Stock II HLS Fund
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Hartford International Stock HLS Fund
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Hartford International Stock II HLS
Fund
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Hartford Mid Cap Stock HLS Fund
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Hartford Small Cap Value HLS Fund
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Hartford Global Equity HLS Fund
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Hartford Large Cap Growth HLS Fund
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Hartford Investors Growth HLS Fund
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(1) The address of [ ] is [ ].

Each shareholder is entitled to one vote for each share owned on the
record date, April [ ], 2002. Fractional shares will be voted proportionally.
None of the matters to be presented at the Meeting will entitle any

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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. For information regarding each Fund's
sub-adviser, see "Sub-advisers" below, under "III. MISCELLANEOUS".

THE FUNDS' MOST RECENT ANNUAL REPORT IS AVAILABLE AT NO COST. TO
REQUEST A REPORT, PLEASE CONTACT THE FUNDS AT [ ] OR CALL [ ], 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.

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PROPOSAL I: ELECTION OF DIRECTORS

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

The Nominating Committee of the Board of Directors reviewed and
approved the nomination of each nominee. The Board of Directors, in turn,
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 Company. If elected,
each Director will serve until his or her successor is elected and qualifies.

NOMINEES FOR ELECTION AS NON-INTERESTED DIRECTORS
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TERM OF NUMBER OF
POSITION OFFICE* PORTFOLIOS OTHER
NAME, AGE AND ADDRESS HELD WITH AND PRINCIPAL OCCUPATION(S) DURING LAST IN FUND DIRECTORSHIPS
THE LENGTH OF 5 YEARS COMPLEX HELD BY
COMPANY TIME OVERSEEN BY NOMINEE
SERVED NOMINEE
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PHILLIP O. PETERSON Director Since 2000 Mr. Peterson is a mutual fund 24 N/A
(age 57) industry consultant. He was a
11155 Kane Trail Partner of KPMG LLP through June
Northfield, MN 1999.

DR. ROBERT M. GAVIN Director Since 1988 Mr. Gavin is an educational 24 N/A
(age 61) consultant. Prior to September 1,
751 Judd Street 2001, he was President of Cranbrook
Marine on St. Croix, Education Community and prior to July
MN 55047 1996, he was President of Macalester
College, St. Paul, MN.

WINIFRED ELLEN COLEMAN N/A New Nominee Ms. Coleman has served as President 48 N/A
(age 69) of Saint Joseph College since 1991
27 Buckingham Lane and President of Cashel House, Ltd.
West Hartford, CT 06117 (retail) since 1985.

DUANE E. HILL N/A New Nominee Mr. Hill is Partner Emeritus and a 48 N/A
(age 56) founding partner of TSG Capital
177 Broad Street, Group, a private equity investment
12th Floor firm that serves as sponsor and lead
Stamford, CT 06901 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

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and a director of the Stamford
Cultural Development Corporation.

WILLIAM ATCHISON O'NEILL N/A New Nominee The Honorable William A. O'Neill 48 N/A
(age 71) served as Governor of the State of
Box 360 Connecticut from 1980 until 1991. He
East Hampton, CT 06424 is presently retired.

MILLARD HANDLEY N/A New Nominee Mr. Pryor has served as Managing 48 Mr. Pryor is a
PRYOR, JR. Director of Pryor & Clark Company Director of
(age 68) (real estate investment), Hartford, Corcap, Inc.
695 Bloomfield Avenue Connecticut, since June, 1992. (inactive
Bloomfield, CT corporation),
06002 Infodata
Systems, Inc.
(software
company) and
CompuDyne
Corporation
(security
products and
services).

JOHN KELLEY SPRINGER N/A New Nominee Mr. Springer served as Chairman of 48 N/A
(age 70) Medspan, Inc. (health maintenance
225 Asylum Avenue organization) until March 2002.
Hartford, CT 06103

* Each Director serves until his or her successor is elected and qualifies.
Mr. O'Neill is expected to retire from the Board of Directors in August 2002.

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NOMINEES FOR ELECTION AS INTERESTED DIRECTORS
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TERM OF NUMBER OF
POSITION OFFICE* PORTFOLIOS OTHER
NAME, AGE AND ADDRESS HELD WITH AND PRINCIPAL OCCUPATION(S) DURING LAST IN FUND DIRECTORSHIPS
THE LENGTH OF 5 YEARS COMPLEX HELD BY
COMPANY TIME OVERSEEN BY NOMINEE
SERVED NOMINEE
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DAVID M. ZNAMIEROWSKI** President Since 2001 Mr. Znamierowski currently serves as 79 N/A
(age 41) and Director President of Hartford Investment
55 Farmington Avenue Management Company ("HIMCO") and
Hartford, CT 06105 Senior Vice President, Chief
Investment Officer and Director of
Investment Strategy for Hartford
Life, Inc. 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 Financial
Services Group, Inc. ("The Hartford").

LOWNDES N/A New Nominee Mr. Smith served as Vice Chairman of 48 N/A
ANDREW SMITH*** The Hartford from February 1997 to
(age 62) January 2002, as President and Chief
P.O. Box 2999 Executive Officer of Hartford Life,
Hartford, CT 06104-2999 Inc. from February 1997 to January 2002,
and as President and Chief Operating
Officer of The Hartford Life
Insurance Companies from January
1989 to January 2002.

* Each Director serves until his or her successor is elected and qualifies.

** Mr. Znamierowski is an interested Director due to the positions he holds with
HIMCO and affiliates.

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

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Series B Non-voting Preferred Stock

OFFICERS
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TERM OF
POSITION OFFICE*
NAME, AGE AND ADDRESS HELD WITH AND LENGTH PRINCIPAL OCCUPATION(S) DURING LAST 5 YEARS
THE OF TIME
COMPANY SERVED

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DAVID M. ZNAMIEROWSKI President Since 2001 See biographical information under "Nominees
(age 41) and Director For Election As Interested Directors" above.
55 Farmington Avenue
Hartford, CT 06105

ROBERT W. BELTZ, JR. Vice Since 1993 Mr. Beltz currently serves as Vice President,
(age 52) President Securities Operations of Hartford
500 Bielenberg Drive Administrative Services Company ("HASCO").
Woodbury, MN He also has served as Assistant Vice
President of Hartford Life Insurance Company
since December 2001.

KEVIN J. CARR Vice Since 2001 Mr. Carr has served as Assistant General
(age 47) President Counsel since 1999, Counsel since November
55 Farmington Avenue and 1996 and Associate Counsel since November
Hartford, CT 06105 Assistant 1995, of The Hartford.
Secretary

TAMARA L. FAGELY Vice Since 1993 Ms. Fagely has served as Vice President of
(age 43) President HASCO since 1998. Prior to 1998, she was
500 Bielenberg Drive and Second Vice President of HASCO. She has also
Woodbury, MN Treasurer served as Assistant Vice President of
Hartford Life Insurance Company since
December 2001.

GEORGE RICHARD JAY Vice Since 2001 Mr. Jay has served as Secretary and Director,
(age 50) President Life and Equity Accounting and Financial
P.O. Box 2999 and Control, of Hartford Life Insurance Company
Hartford, CT 06104-2999 Assistant since 1987.
Treasurer

STEPHEN T. JOYCE Vice Since 2001 Mr. Joyce currently serves as Senior Vice
(age 42) President President and director of investment products
P. O. Box 2999 management for Hartford Life Insurance
Hartford, CT 06104-2999 Company. Previously he served as Vice
President (1997-1999) and Assistant Vice
President (1994-1997) of Hartford Life
Insurance Company.

-8-

OFFICERS
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TERM OF
POSITION OFFICE*
NAME, AGE AND ADDRESS HELD WITH AND LENGTH PRINCIPAL OCCUPATION(S) DURING LAST 5
THE OF TIME YEARS
COMPANY SERVED
- --------------------------------------------------------------------------------------------------------------------

DAVID N. LEVENSON Vice Since 2001 Mr. Levenson serves as Senior Vice President
(age 35) President of Hartford Life Insurance Company and is
P.O. Box 2999 responsible for the Company's mutual funds
Hartford, CT 06104-2999 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 2001 Mr. Marra is President and Chief Operating
(age 43) President Officer of Hartford Life, Inc. He is also a
P.O. Box 2999 member of the Board of Directors and a member
Hartford, CT 06104-2999 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.

SCOTT R. PLUMMER Vice Since 1996 Mr. Plummer has served as Assistant General
(age 42) President Counsel for Hartford Life Insurance Company
500 Bielenberg Drive and since April 2001 and has served as Assistant
Woodbury, MN Assistant Vice President of Hartford Life Insurance
Secretary Company since December 2001. He also serves
as Vice President, Associate General Counsel
and Assistant Secretary of HASCO.

-9-

JOHN C. WALTERS Vice Since 2001 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 until
[date]. Mr. Walters is also a Managing
Member and Executive Vice President of
HIFSCO and HL Advisors.

MICHAEL J. RADMER Secretary Since 1978 Mr. Radmer is a Partner at Dorsey &
(age 57) Whitney LLP, the Company's General
Suite 1500 Counsel.
50 South 6th Street
Minneapolis, MN

* Each officer serves until his or her successor is elected and qualifies.

CERTAIN INFORMATION REGARDING DIRECTORS AND OFFICERS. All current
Directors and officers of the Company are also officers and directors of Fortis
Securities, Inc., a closed-end registered investment company, and Hartford
Mutual Funds II, Inc., an open-end registered investment company. Mr.
Znamierowski, as a director and officer, and Messrs. Carr, Jay, Joyce, Levenson,
Marra and Walters, as officers, serve in these same capacities with 13 other
registered investment companies within the Hartford Fund Family, which is
comprised of those investment companies for which HIFSCO or HL Advisors serve as
investment adviser.

The Company's Charter does not provide for the annual election of
directors unless specifically required by the 1940 Act or Maryland law. However,
in accordance with the 1940 Act, (i) the Company 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 ___ 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.
[To be verified.]

STANDING COMMITTEES. The Board of Directors of the Company has
established an Executive Committee and Audit Committee that are authorized to
act in the intervals between regular Board meetings with full capacity and
authority of the Board of Directors, except as limited by law. The Executive
Committee currently consists of Dr. Gavin, Mr. Znamierowski, Messrs. Allen R.
Freedman and Robb L. Prince, and Mss. Jean L. King and Noel F. Schenker. The
Executive Committee met [ ] times during the fiscal year ended December 31,
2001. The function of the Executive Committee is to, when necessary, act on
behalf of the full Board of Directors between Board meetings; to review and
evaluate matters relating to Board governance and Board operations, recommending
changes when determined to be necessary; on an annual basis, to review contract
renewal information provided by

-10-

fund management, request additional information when needed and make a
recommendation to the full Board on contract renewal; and, for the
non-interested directors who are members of the Executive Committee, to serve as
members of the Company's Nomination Committee, as further described below.

The Audit Committee currently consists of Mr. Peterson, Mr. Allen R.
Freedman and Dr. Lemma W. Senbet. The Audit Committee met [ ] times during the
fiscal year ended December 31, 2001. The functions performed by the Audit
Committee are to recommend annually to the Board a firm of independent certified
public accountants to audit the books and records of the Company for the ensuing
year; to monitor that firm's performance; to review with the firm the scope and
results of each audit and determine the need, if any, to extend audit
procedures; to confer with the firm and representatives of the Company on
matters concerning the Company's financial statements and reports, including the
appropriateness of its accounting practices and of its financial controls and
procedures; to evaluate the independence of the firm; to review procedures to
safeguard portfolio securities; to review the purchase by the Company from the
firm of nonaudit services; to review all fees paid to the firm; and to
facilitate communications between the firm and the Company's officers and
Directors.

The non-interested Directors who are members of the Executive Committee
(i.e., Messrs. Freedman and Prince, Dr. Gavin and Mss. King and Schenker)
compose the Nominating Committee of the Board of Directors. The Nominating
Committee met [ ] times during the fiscal year ended December 31, 2001. The
function of the Nominating Committee is to screen and select candidates to the
Board of Directors. Any recommendations for nominees should be directed to the
Secretary of the Company, who will 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 Board of Directors has also established an Investment Review
Committee and a Dividend Declaration Committee. The members of the Investment
Review Committee are [ ] and the members of the Dividend Declaration Committee
are [ ]. The Investment Review Committee met ____ times during the most recent
full fiscal year of Hartford U.S. Government Securities Fund and Fortis
Securities (the fiscal year ended July 31, 2001), ___ times during the most
recent full fiscal year of Hartford SmallCap Growth Fund, Hartford Growth
Opportunities Fund, Hartford Value Opportunities Fund and Hartford Growth Fund
(the fiscal year ended August 31, 2001), and ___ times during the most recent
full fiscal year of Hartford Tax-Free Minnesota Fund and Hartford Tax-Free
National Fund (the fiscal year ended September 30, 2001). The Dividend
Declaration Committee met ___ times during the most recent full fiscal year of
Hartford U.S. Government Securities Fund and Fortis Securities (the fiscal year
ended July 31, 2001), ___ times during the most recent full fiscal year of
Hartford SmallCap Growth Fund, Hartford Growth Opportunities Fund, Hartford
Value Opportunities Fund and Hartford Growth Fund (the fiscal year ended August
31, 2001), and ___ times during the most recent full fiscal year of Hartford
Tax-Free Minnesota Fund and Hartford Tax-Free National Fund (the fiscal year
ended September 30, 2001).

If the nominees to the Board of Directors are elected, the composition
of the Company's standing committees will change.

HOLDINGS AND REMUNERATION OF DIRECTORS. The following table discloses
the dollar range of equity securities beneficially owned by each director (i) in
each Fund and (ii) on an aggregate basis in any registered investment companies
overseen by the director within the Hartford Fund Family.

TABLE 3

- ----------------------------------------------------------------------------------------------------------------
AGGREGATE DOLLAR RANGE OF
EQUITY SECURITIES IN ALL
NAME OF DIRECTOR DOLLAR RANGE OF EQUITY SECURITIES IN THE FUND* REGISTERED INVESTMENT
COMPANIES OVERSEEN BY
DIRECTOR IN THE HARTFORD
FUND FAMILY*
- ----------------------------------------------------------------------------------------------------------------

David M. Znamierowski None $10,001-$50,000*
Lowndes Andrew Smith [to be provided]
Phillip O. Peterson " "
Robert M. Gavin " "
Winifred Ellen Coleman " "
Duane E. Hill " "
William Atchison O'Neil " "
Millard Handley Pryor, Jr. " "
John Kelley Springer " "

* The valuation date for purposes of this Table 3 is April [ ], 2002.

The Company does not pay salaries or compensation to any of its
officers or Directors who are employed by The Hartford. The chart below sets
forth the compensation paid by the Funds and by all funds in the Hartford

-11-

Fund Family for the fiscal year ended December 31, 2001 to the non-interested
directors who are nominees for reelection.

TABLE 4

- --------------------------------------------------------------------------------------------------------------------
TOTAL
AGGREGATE PENSION OR COMPENSATION
NAME OF PERSON, POSITION COMPENSATION RETIREMENT ESTIMATED PAID TO DIRECTORS
FROM THE FUNDS BENEFITS ACCRUED ANNUAL BENEFITS BY ALL FUNDS IN THE
AS PART OF FUND UPON RETIREMENT HARTFORD FUND
EXPENSES FAMILY*
- --------------------------------------------------------------------------------------------------------------------

Dr. Robert M. Gavin, $[___] $0 $0 $46,050
Director

Phillip O. Peterson, $[___] $0 $0 $44,700
Director

*As of December 31, 2001, three registered investment companies in the Hartford
Fund Family paid compensation to the Directors.

The Company's Charter provides 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 Company's Charter does
not protect any Director or officer against any liability to which he or she
would otherwise be subject by reason of or for willful misfeasance, bad faith,
gross negligence or reckless disregard of such person's duties.

During the following periods, each Fund paid legal fees and expenses to
a law firm of which the Secretary is a partner:

TABLE 5

[to be provided]

To the knowledge of the Company, as of April [ ], 2002, the officers
and Directors of the Company as a group beneficially owned less than 1% of the
outstanding shares of each Fund.

RECOMMENDED SHAREHOLDER ACTION AND REQUIRED VOTE. The Directors
recommend that the shareholders vote for each nominee. A plurality of the votes
properly cast in person or by proxy at the Meeting is required for the election
of Directors. This means that the nine nominees receiving the highest number of
"FOR" votes will be elected. Shares of all Funds shall vote as a single class
for the Directors. Shareholders have no cumulative voting rights. Abstentions
will have no effect on the election of Directors.

-12-

PROPOSAL II. ELIMINATION OF OR REVISIONS TO FUNDAMENTAL INVESTMENT POLICIES

As described in the following proposals, HL Advisors has recommended to
the Board of Directors, and the Board of Directors is recommending to
shareholders, that certain of the Funds' fundamental investment policies be
eliminated or revised. The primary purpose of the proposals is to standardize
the fundamental investment policies that apply to the funds in the Hartford Fund
Family. The proposed new fundamental policies are the same as the policies that
currently apply to, or are expected to be adopted by, many of the other funds in
the Hartford Fund Family. NO CHANGE IN THE FUNDS' INVESTMENT STRATEGY OR
APPROACH IS EXPECTED AS A RESULT OF THE PROPOSED CHANGES TO THE FUNDS'
FUNDAMENTAL INVESTMENT POLICIES. The Board of Directors is recommending that
shareholders approve each of the proposals.

BACKGROUND

The Investment Company Act of 1940, as amended (the "1940 Act"),
requires that mutual funds adopt certain "fundamental" investment policies,
which can be changed only by shareholder vote. One of the Funds' current
fundamental policies is not required by the 1940 Act to be "fundamental," and
the elimination of this policy is being proposed. The rest of the Funds'
fundamental investment policies were adopted in order to comply with the
requirements of the 1940 Act. However, these policies differ slightly from those
adopted by other funds in the Hartford Fund Family. The effect of implementing
the proposed changes to these policies should be to reduce the 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. The specific proposals, and HL Advisors' reasons for
recommending them, are described below.

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 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 eliminated or revised, and the text of any
proposed revision. The descriptions of the proposed elimination and revisions
set out below are qualified in their entirety by reference to Appendix A.

A. ELIMINATION OF FUNDAMENTAL POLICY REGARDING DIVERSIFICATION OF
INVESTMENTS.

Each Fund currently is subject to a fundamental policy requiring that:

At least 75% of the value of the Fund's total assets will be
represented by cash and cash items (including receivables),
Government securities, securities of other investment
companies, and other securities for the purposes of this
calculation limited in respect of any one issuer to an amount
not greater in value than 5% of the value of the total assets
of the Fund and to not more than 10% of the outstanding voting
securities of such issuer.

The elimination of this fundamental policy is sought for administrative
purposes only and will not change the investment practices of a Fund nor the
classification of a 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, the current language of Section
5(b)(1). Although the 1940 Act requires that a fund be classified as either a
diversified or a non-diversified fund, it does not require that the
diversification requirements be adopted as a fundamental policy.

-13-

The elimination of this policy will allow a Fund to remain a
diversified investment company despite any future amendments or changes to the
definition of "diversified" under Section 5(b)(1), without having to seek
shareholder approval. In addition, this change reduces administrative burdens by
conforming to the practices of the other funds in the Hartford Fund Family.

The elimination of this fundamental policy will not change the
classification of a Fund as diversified, as defined under Section 5(b)(1) of the
1940 Act. A change in classification as a diversified fund would require
approval of a majority of the outstanding shares of a Fund.

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

Each Fund is subject to a fundamental policy providing that the Fund
will not concentrate its investments in a particular industry, as that term is
used in the 1940 Act. The fundamental policy makes clear that this limitation
does not apply to investments in government securities. If this proposal is
approved by the shareholders of a Fund, that Fund's fundamental policy relating
to the concentration of investments will be amended and restated as follows:

The Fund will not concentrate its investments in a particular
industry, except to the extent consistent with the Investment
Company Act of 1940, as amended, and the rules and regulations
thereunder, as they may be interpreted or modified from time
to time by regulatory authority, or as may otherwise be
permitted from time to time by regulatory authority.

The 1940 Act requires that a Fund state its position regarding
concentration in an industry. While the 1940 Act does not define what
constitutes "concentration," the staff of the Securities and Exchange Commission
takes the position that investment of more than 25% of a Fund's assets in an
industry constitutes concentration. If a Fund concentrates in an industry, it
must at all times have more than 25% of its assets invested in that industry,
and if its policy is not to concentrate, as is the case with each of the Funds,
it may not invest more than 25% of its assets in the applicable industry,
unless, in either case, the Fund discloses the specific conditions under which
it will change from concentrating to not concentrating or vice versa.

The proposed fundamental policy is substantially similar to the current
policy and is offered to standardize the fundamental policies of the Hartford
Fund Family and to provide the Funds with maximum flexibility to respond to
regulatory developments. This policy, if approved, will not alter the investment
policies of a Fund.

C. REVISION TO 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, but allowing investments in securities
secured by real estate or securities issued by companies that invest in real
estate. 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.

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

D. REVISION TO 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 physical commodities or contracts relating to physical
commodities. If this proposal is approved by the shareholders of a Fund, that
Fund's fundamental policy relating to investments in physical commodities or
contracts relating to physical commodities will be amended and restated to read
as follows:

The Fund will not purchase or sell commodities or commodity
contracts, except that the Fund may purchase or sell financial
futures contracts, options on financial futures contracts and
futures contracts, forward contracts, and options

-14-

with respect to foreign currencies, and may enter into swap
transactions or other financial transactions of any kind, and
except as required in connection with otherwise permissible
option, futures, and commodity activities as described
elsewhere in the fund's Prospectus or Statement of Additional
Information at the time.

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 will
not alter the investment practices of the Fund.

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 stock index futures contracts, have been created which may be
considered to be "commodities" for regulatory purposes.

A number of the Funds are currently subject to non-fundamental
investment policies limiting their ability to enter into futures contracts and
related options. For example, Value Opportunities HLS Fund, Growth Opportunities
HLS Fund, SmallCap Growth HLS Fund, Multisector Bond HLS Fund, Blue Chip Stock
II HLS Fund and International Stock HLS Fund may not enter into any options,
futures, or forward contract transactions if the amount of premiums paid for all
options, initial margin deposits on all futures contracts and options on futures
contracts, and collateral deposited with respect to forward contracts would
exceed 5% of the total assets of the Fund. Value Opportunities HLS Fund, Growth
Opportunities HLS Fund, and SmallCap Growth HLS Fund may enter into such
options, futures or forward contracts if the Fund's assets covering, subject to,
or committed in these transactions would exceed 20% of the total assets of the
Fund. (These restrictions do not apply to securities purchased on a when-issued,
delayed delivery, or forward commitment basis.) In addition, the Large Cap
Growth HLS Fund may not purchase or sell a stock index futures contract if,
immediately thereafter, more than 30% of the Fund's total assets would be hedged
by stock index futures contracts. Although these policies may be changed or
eliminated by the Board of Directors without shareholder approval, the Board of
Directors has no current intention of doing so. In addition, the Funds'
investment adviser has no current intention of proposing any such change to the
non-fundamental investment restrictions of the Funds.

E. REVISION TO FUNDAMENTAL POLICY REGARDING THE MAKING OF LOANS
TO OTHER PERSONS.

Each Fund has a fundamental investment restriction prohibiting it from
making loans, except as permitted under the 1940 Act. 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, as they may be interpreted
or modified from time to time by regulatory authority, or as
may otherwise be permitted from time to time by regulatory
authority.

The proposed fundamental policy is substantially similar to the current
policy and is intended to standardize the fundamental policies among the
Hartford Fund Family and to maximize the flexibility of a Fund to respond to
regulatory changes. If adopted by the shareholders of a Fund, this policy will
not alter the investment practices or lending activities of the Fund.

F. REVISION TO THE FUND'S FUNDAMENTAL POLICY REGARDING THE
BORROWING OF MONEY AND THE ISSUING OF SENIOR SECURITIES.

Each Fund has a fundamental investment restriction prohibiting it from
borrowing money and issuing senior securities, except as permitted under the
1940 Act. If shareholders of a Fund approve this proposal, the Fund's
fundamental policy regarding borrowing money and issuing senior securities will
be amended and restated as follows:

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

-15-

The proposed fundamental policy is substantially similar to the current
policy and is proposed to standardize the fundamental policies among the
Hartford Fund Family and to maximize the flexibility of a Fund to respond to
regulatory changes. If adopted by the shareholders of a Fund, this policy will
not alter the investment practices of the Fund.

RECOMMENDED SHAREHOLDER ACTION AND REQUIRED VOTE. The Directors
recommend that the shareholders vote for each proposed revision to or
elimination of, as applicable, the Funds' fundamental investment policies
(proposals II.A. - II.F.). Approval by a Fund of each 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 Proposal I or any of the other items of this Proposal II.

III. MISCELLANEOUS

QUORUM. The presence, either in person or by proxy, of shareholders
owning a majority of shares of all Funds entitled to vote at the Meeting shall
constitute a quorum.

SOLICITATION OF PROXIES. In addition to the solicitation of voting
instructions by mail, the Board of Directors of the Company and employees of HL
Advisors or its affiliates may solicit voting instructions in person or by
telephone.

OTHER BUSINESS. The Board of Directors knows of no other business to be
brought before the Meeting. However, if any other matters arise, the entities
named on the voting instruction form 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 Company
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 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 Company's Charter does not provide for annual meetings of
shareholders, and the Company does not currently intend to hold such a meeting
in 2002. Shareholder proposals for inclusion in the Company's proxy statement
for any subsequent meeting must be received by the Company a reasonable period
of time prior to any such meeting.

SUB-ADVISERS. The Funds have various sub-advisers, as listed below:

U.S. Government Securities HLS Fund. The Hartford Investment Management
Company ("HIMCO") is the investment sub-adviser to the U.S. Government
Securities HLS Fund. HIMCO is a professional money management firm that provides
services to investment companies, employee benefit plans and insurance
companies. HIMCO is a wholly-owned subsidiary of The Hartford. HIMCO is
principally located at 55 Farmington Avenue, Hartford, Connecticut 06105.

Multisector Bond HLS Fund and Blue Chip Stock II HLS Fund. AIM Capital
Management, Inc. ("AIM"), 11 Greenway Plaza, Suite 100, Houston, Texas, 77046,
is the sub-adviser to the Multisector Bond HLS Fund and the Blue Chip Stock II
HLS Fund. AIM has acted as an investment adviser since its organization in 1986.

American Leaders HLS Fund. Federated Investment Management Company
("Federated"), Federated Investors Tower, 1001 Liberty Avenue, Pittsburgh,
Pennsylvania 15222-3779, is the sub-adviser to the American

-16-

Leaders HLS Fund. Federated is a subsidiary of Federated Investors, Inc.
Federated Investors, Inc. was established in 1955.

Value Opportunities HLS Fund, Growth Opportunities HLS Fund and
SmallCap Growth HLS Fund. Wellington Management, a Massachusetts limited
liability partnership, is the sub-adviser to the Value Opportunities HLS Fund,
Growth Opportunities HLS Fund and SmallCap Growth HLS Fund. Wellington
Management is a professional investment counseling firm that provides services
to investment companies, employee benefit plans, endowments, foundations and
other institutions and individuals. Wellington Management and its predecessor
organizations have provided investment advisory services since 1928. Wellington
Management is principally located at 75 State Street, Boston, Massachusetts
02109.

Capital Opportunities HLS Fund, Global Equity HLS Fund and Investors
Growth HLS Fund. Massachusetts Financial Services Company ("MFS"), 500 Boylston
Street, Boston, Massachusetts 02116, is the sub-adviser of Capital Opportunities
HLS Fund, Global Equity HLS Fund and Investors Growth HLS Fund. MFS is America's
oldest mutual fund organization. MFS and its predecessor organizations have a
history of money management dating from 1924 and the founding of the first
mutual fund, Massachusetts Investors Trust.

Blue Chip Stock HLS Fund. T. Rowe Price Associates, Inc. ("T. Rowe
Price"), 100 East Pratt Street, Baltimore, MD 21202, is the sub-adviser of the
Blue Chip Stock HLS Fund. T. Rowe Price was founded in 1937. T. Rowe Price is a
wholly-owned subsidiary of T. Rowe Price Group, Inc., a publicly-traded
financial services holding company.

International Stock HLS Fund. Lazard Asset Management ("Lazard"), 30
Rockefeller Plaza, New York, New York 10112, is the sub-adviser of the
International Stock HLS Fund. Lazard is a division of Lazard Freres & Co. LLC
("Lazard Freres"), a New York limited liability company.

International Stock II HLS Fund. T. Rowe Price International, Inc.
("Price International"), 100 East Pratt Street, Baltimore, MD 21202, is the
sub-adviser of the International Stock II HLS Fund. Price International,
previously known as Rowe Price-Fleming International, Inc., was incorporated in
1979 as a joint venture between T. Rowe Price and Robert Fleming Holdings
Limited ("Fleming"). T. Rowe Price acquired Fleming's joint venture interest in
August 2000, and now Price International is a wholly-owned subsidiary of
T. Rowe Price.

Mid Cap Stock HLS Fund. The Dreyfus Corporation ("Dreyfus"), 200 Park
Avenue, New York, New York 10166, is the sub-adviser to the Mid Cap Stock HLS
Fund. Founded in 1947, Dreyfus manages one of the nation's leading mutual fund
complexes. Dreyfus is the primary mutual fund business of Mellon Financial
Corporation, a global financial services company. Mellon provides wealth
management, global investment services and a comprehensive array of banking
services for individuals, businesses and institutions. Mellon is headquartered
in Pittsburgh, Pennsylvania.

Small Cap Value HLS Fund. Berger LLC ("Berger"), 210 University
Boulevard, Denver, Colorado 80206, the sub-adviser of the Small Cap Value HLS
Fund, has entered into an agreement with Perkins, Wolf, McDonnell & Company (the
"Manager") under which Berger will pay the Manager a fee to provide the
day-to-day investment management for the fund.

Large Cap Growth HLS Fund. Alliance Capital Management L.P. ("Alliance
Capital"), a Delaware limited partnership with principal offices at 1345 Avenue
of the Americas, New York, New York 10105, is the sub-adviser of the Large Cap
Growth HLS Fund. Alliance Capital's clients are primarily major corporate
employee benefit funds, public employee retirement systems, investment
companies, foundations and endowment funds. The 52 registered investment
companies managed by Alliance Capital comprising 105 separate investment
portfolios currently have over 5 million shareholders.

-17-

APPENDIX A

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

THE FUNDS

- ----------------------------------------------------------------------------------------------------------------------------
PROPOSAL CURRENT POLICY REVISED POLICY
- ----------------------------------------------------------------------------------------------------------------------------

II.A. Proposal to eliminate "At least 75% of the value of the The current policy will be
fundamental policy regarding Fund's total assets will be eliminated.
diversification. represented by cash and cash
items (including receivables), Government
securities, securities of other investment
companies, and other securities for the
purposes of this calculation limited in
respect of any one issuer to an amount not
greater in value than 5% of the value of
the total assets of the Fund and to not
more than 10% of the outstanding voting
securities of such issuer."
- ----------------------------------------------------------------------------------------------------------------------------
II.B. Proposal to revise Each Fund will not "concentrate Each Fund will not "concentrate
fundamental policy regarding its investments in a particular its investments in a particular
investment concentrations within a industry, as that term is used in industry, except to the extent
particular industry. the Investment Company Act of consistent with the Investment
1940, as amended, and as Company Act of 1940, as amended,
interpreted or modified from time and the rules and regulations
to time by any regulatory thereunder, as they may be
authority having jurisdiction. interpreted or modified from time
For purposes of this limitation, to time by regulatory authority,
the U.S. Government, and state or or as may otherwise be permitted
municipal governments and their from time to time by regulatory
political subdivisions are not authority."
considered members of any
industry."
- ----------------------------------------------------------------------------------------------------------------------------
II.C. Proposal to revise Each Fund will not "purchase or sell real Each Fund will not "purchase or
fundamental policy regarding estate unless acquired as a result of sell real estate unless
investments in real estate and ownership of securities or other acquired as a result of
interests therein. instruments, but this shall not prevent ownership of securities or
the Fund from investing in securities or other instruments, although it
other instruments backed by real estate or may purchase securities secured
interests therein or in securities of by real estate or interests
companies that deal in real estate or therein, or securities issued
mortgages." by companies which invest in
real estate or interests
therein."
- ---------------------------------------------------------------------------------------------------------------------------
II.D. Proposal to revise Each Fund will not "purchase Each Fund will not "purchase or
fundamental policy regarding physical commodities or contracts sell commodities or commodities
purchases and sales of commodities relating to physical commodities." contracts, except that the Fund
and commodities contracts. 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
- ----------------------------------------------------------------------------------------------------------------------------

THE FUNDS
(cont'd)

or other financial transactions
of any kind, and except as
required in connection with
otherwise permissible options,
futures, and commodity
activities as described
elsewhere in the fund's
Prospectus or Statement of
Additional Information at the
time."

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

II.E. Proposal to revise Each Fund will not "make loans Each Fund will not "make loans,
fundamental policy regarding the except as permitted under the except to the extent consistent
making of loans. Investment Company Act of with the Investment Company Act
1940, as amended, and as of 1940, as amended, and the
interpreted or modified from time rules and regulations thereunder,
to time by any regulatory authority as they may be interpreted or
having jurisdiction." modified from time to time by
regulatory authority, or as may
otherwise be permitted from time
to time by regulatory authority."
- ----------------------------------------------------------------------------------------------------------------------------
II.F. Proposal to revise Each Fund will not "borrow money Each Fund will not "borrow money
fundamental policy regarding the or issue senior securities, or issue any senior security,
borrowing of money and the issuing except as permitted under the except to the extent consistent
of senior securities. Investment Company Act of 1940, with the Investment Company Act
as amended, and as interpreted or of 1940, as amended, and the
modified from time to time by any rules and regulations thereunder,
regulatory authority having as they may be interpreted or
jurisdiction." modified from time to time by
regulatory authority, or as may
otherwise be permitted from time
to time by regulatory authority."
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Hartford HLS Series Fund II, Inc.
[NAME OF SERIES]

VOTING INSTRUCTIONS FOR SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE [ ], 2002

THESE VOTING INSTRUCTIONS ARE SOLICITED ON BEHALF OF
[FORTIS BENEFITS INSURANCE COMPANY]
AND [FIRST FORTIS LIFE INSURANCE COMPANY]

The undersigned hereby instructs [Fortis Benefits Insurance Company] and [First
Fortis Life Insurance Company] to represent and vote the number of shares of the
series named above represented by the number of votes attributable to the
undersigned's variable annuity contract or variable insurance contract as of
April [ ], 2002 at a Special Meeting of Shareholders to be held at the offices
of HL Investment Advisors, LLC, 200 Hopmeadow Street, Simsbury, Connecticut on
June [ ], 2002 at 10:00 a.m., Eastern time, and at any adjournment thereof, upon
the matters below as set forth in the Notice of Special Meeting of Shareholders
and Proxy Statement.

All previous voting instructions with respect to the meeting are revoked.
Receipt of the Notice of Special Meeting of Shareholders and Proxy Statement is
acknowledged by your execution of these voting instructions. Mark, sign, date,
and return these voting instructions in the addressed envelope - no postage
required.

IF THIS VOTING INSTRUCTION FORM IS SIGNED AND RETURNED WITH NO CHOICES
INDICATED, THE SHARES WILL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF
THE BOARD OF DIRECTORS ON EACH PROPOSAL. UPON ALL OTHER MATTERS, [FBIC] AND
[FFLIC] SHALL VOTE ACCORDING TO THEIR BEST JUDGMENT.

PLEASE FILL IN BOX(ES) AS SHOWN USING
BLUE OR BLACK INK OR NUMBER 2 PENCIL.
PLEASE DO NOT USE FINE POINT PENS.

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[ X ]
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THESE VOTING INSTRUCTIONS WILL BE VOTED AS INSTRUCTED ON THE MATTERS SET FORTH
BELOW. IT IS UNDERSTOOD THAT IF NO CHOICE IS SPECIFIED, THESE VOTING
INSTRUCTIONS WILL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD
OF DIRECTORS. UPON ALL OTHER MATTERS [FORTIS BENEFITS INSURANCE COMPANY ("FBIC)]
AND [FIRST FORTIS LIFE INSURANCE COMPANY ("FFLIC")] SHALL VOTE ACCORDING TO
THEIR BEST JUDGMENT. In their discretion, [FBIC] and [FFLIC] are each authorized
to vote upon such other business as may properly come before the meeting and any
adjournments or postponements of the meeting unless otherwise prohibited by the
undersigned. If a nominee for Director is unable to serve or will not serve,
[FBIC] and [FFLIC] may vote all of the shares represented hereby for the
election of such other person as Fund management may designate. Contract and
policy owners wishing to vote in accordance with the Board of Directors'
recommendation need only sign and date this voting instruction form and return
it in the envelope provided.

I. To elect the following nominees to the WITHHOLD FOR ALL
Board of Directors: FOR ALL ALL EXCEPT

(1) David M. Znamierowski, (2) Phillip
O. Peterson, (3) Duane E. Hill, (4) [ ] [ ] [ ]
William Atchison O'Neill, (5) Millard
Handley Pryor, Jr., (6) John Kelley
Springer, (7) Lowndes Andrew Smith, (8)
Winifred Ellen Coleman and (9) Dr.
Robert M. Gavin

To withhold authority to vote for any
individual nominee mark the box "For All
Except" and write the nominee's number
on the line below.

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

II. To approve proposals to eliminate or FOR AGAINST ABSTAIN
revise certain fundamental investment
policies of the Funds.

A. Proposal to eliminate fundamental policy [ ] [ ] [ ]
regarding the diversification of
investments.

FOR AGAINST ABSTAIN

B. Proposal to revise fundamental policy [ ] [ ] [ ]
regarding investment concentrations
within a particular industry.

C. Proposal to revise fundamental policy [ ] [ ] [ ]
regarding investments in real estate or
interests therein.

D. Proposal to revise fundamental policy [ ] [ ] [ ]
regarding purchases and sales of
commodities and commodities contracts.

E. Proposal to revise fundamental policy [ ] [ ] [ ]
regarding the making of loans to other
persons.

F. Proposal to revise fundamental policy [ ] [ ] [ ]
regarding the borrowing of money and the
issuing of senior securities.