THE HARTFORD MUTUAL FUNDS, INC.
THE HARTFORD MUTUAL FUNDS II, INC.
THE HARTFORD INCOME SHARES FUND, INC.
HARTFORD SERIES FUND, INC.
HARTFORD HLS SERIES FUND II, INC.
CODE OF ETHICS
I. INTRODUCTION
The Boards of Directors of The Hartford Mutual Funds, Inc., The Hartford
Mutual Funds II, Inc., The Hartford Income Shares Fund, Inc., Hartford Series
Fund, Inc. and Hartford HLS Series Fund II, Inc. (each, a "Fund") have
established this Code of Ethics ("Code") in accordance with the
Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder. This Code
does not supersede or otherwise affect the separate code of ethics that the
Fund has adopted pursuant to Rule 17j-1 under the Investment Company Act of
1940, as amended ("1940 Act").
This Code is designed to deter wrongdoing and promote: (i) honest and ethical
conduct, including the ethical handling of actual or apparent conflicts of
interest between personal and professional relationships; (ii) full, fair,
accurate, timely, and understandable disclosure in reports and documents that
the Fund files with, or submits to, the Securities and Exchange Commission
("SEC") and in other public communications made by the Funds; (iii) compliance
with applicable governmental laws, rules, and regulations; (iv) the prompt
internal reporting of violations of the Code to an appropriate person or
persons; and (v) accountability for adherence to the Code. The Code applies to
each Fund's Chief Executive Officer, Chief Financial Officer, and Chief
Accounting Officer (collectively, "Covered Officers"). For the purposes of this
Code, the Compliance Officer is Ned Watkins.
II. PRINCIPLES OF HONEST AND ETHICAL CONDUCT
A. General Objectives
The Fund expects all Covered Officers to adhere to the highest possible
standards of honest and ethical conduct. All Covered Officers are expected to
handle actual or apparent conflicts of interest between personal and
professional relationships in a manner that is above reproach.
B. Conflicts of Interest
All Covered Officers should be scrupulous in avoiding a conflict of interest
with regard to the Fund's interests. A conflict of interest occurs when an
individual's private interest interferes in any way -- or even appears to
interfere -- with the interests of the Fund. A conflict situation can arise when
a Covered Officer takes actions or has interests that may make it difficult to
perform his or her work for the Fund objectively and effectively. Conflicts of
interest also arise when a Covered Officer, or a member of his or her family,
receives improper benefits as a result of his or her position with the Fund,
whether such benefits are received from the Fund or a third party. ANY CONFLICT
OF INTEREST THAT ARISES IN A SPECIFIC SITUATION OR TRANSACTION MUST BE DISCLOSED
BY THE COVERED OFFICER AND RESOLVED BEFORE TAKING ANY ACTION.
Conflicts of interest may not always be evident, and Covered Officers should
consult with the Compliance Officer or the Fund's legal counsel if they are
uncertain about any situation.
Examples of possible conflicts of interest include:
1. Outside Employment or Activities
Covered Officers may not engage in any outside employment or activity that
interferes with their performance or responsibilities to the Fund or is
otherwise in conflict with or prejudicial to the Fund. A Covered Officer must
disclose to the Compliance Officer any outside employment or activity that may
constitute a conflict of interest.
2. Gifts
Covered Officers and their immediate families shall not accept any benefit,
gift, personal favor, discount, remuneration or entertainment the nature of
which goes beyond those courtesies usually associated with accepted business
practice or which raise any implication that could be construed as affecting
their judgment or decision-making process on behalf of the Fund or any person
connected therewith.
3. Other Situations
Because other conflicts of interest may arise, it would be impractical to
attempt to list all possible situations in this Code. If a proposed transaction
or situation raises any questions or doubts, a Covered Officer should consult
with the Compliance Officer or Fund counsel.
C. Corporate Opportunities
Covered Officers may not exploit for their own personal gain opportunities that
are discovered through the use of Fund property, information, or position,
unless the opportunity is disclosed fully in writing to the Board of Directors
and the Board of Directors declines to pursue such opportunity.
III. FULL, FAIR, ACCURATE, TIMELY, AND UNDERSTANDABLE DISCLOSURE IN FUND
DISCLOSURE AND REPORTING DOCUMENTS.
As a registered investment company, it is of critical importance that the Fund's
public communications, reports, and SEC filings contain full, fair, accurate,
timely, and understandable disclosure. Accordingly, Covered Officers are
expected to consider it central to their roles as officers of the Fund to
promote full, fair, accurate, timely, and understandable disclosure in the
Fund's public communications and reports, and in the documents that the Fund
files with, or submits to, the SEC.
Depending on his or her position with the Fund, a Covered Officer may be called
upon to provide necessary information to make the Fund's public reports,
communications, and SEC filings and submissions complete, fair, and
understandable. The Fund expects Covered Officers to take this responsibility
very seriously and to provide prompt and accurate answers to inquiries related
to the Fund's public disclosure requirements. Covered Officers may be asked to
certify the accuracy of all responses and information provided for inclusion in
the Fund's public reports, communications, and SEC filings and submissions.
IV. COMPLIANCE WITH APPLICABLE GOVERNMENTAL RULES AND REGULATIONS.
The Fund expects its Covered Officers to comply with all laws, rules, and
regulations applicable to the Fund's operations and business. Covered Officers
should seek guidance whenever they are in doubt as to the applicability of any
law, rule, or regulation, or regarding any contemplated course of action.
Covered Officers should also make use of the various guidelines which the Fund
and its service providers have prepared on specific laws and regulations. IF IN
DOUBT ON A COURSE OF ACTION, A GOOD GUIDELINE IS "ALWAYS ASK FIRST, ACT LATER"
- -- IF YOU ARE UNSURE OF WHAT TO DO IN ANY SITUATION, SEEK GUIDANCE BEFORE YOU
ACT.
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As a registered investment company, the Fund is subject to regulation by the SEC
and must comply with Federal securities laws and regulations, as well as other
applicable laws. The Fund insists on strict compliance with the spirit and the
letter of these laws and regulations. Each Covered Officer shall cooperate with
Fund counsel, the Fund's independent accountants, and the Fund's other service
providers with the goal of maintaining the Fund's material compliance with
applicable governmental rules and regulations.
Covered Officers are encouraged to attend courses and seminars for the purpose
of keeping themselves apprised of developments relating to those governmental
statutes, rules, and regulations applicable to the Fund.
Upon obtaining knowledge of any material violation of any applicable law, rule,
or regulation by the Fund or a person acting with or on behalf of the Fund, a
Covered Officer shall report such violation to the Compliance Officer, Fund
counsel, or both. (See Section VI of the Code for a discussion of reporting Code
violations.) Each Covered Officer shall cooperate or take such steps as may be
necessary or appropriate to remedy any such material violation.
V. CONFIDENTIALITY
Covered Officers must maintain the confidentiality of information entrusted to
them by the Fund, except when disclosure is authorized by Fund counsel or
required by laws or regulations. Whenever possible, Covered Officers should
consult with Fund counsel if they believe they have a legal obligation to
disclose confidential information. Confidential information includes all
non-public information that might be of use to competitors, or harmful to the
Fund or its shareholders, if disclosed. The obligation to preserve confidential
information continues even after employment as a Covered Officer ends.
VI. PROMPT INTERNAL REPORTING OF VIOLATIONS OF THE CODE; EVALUATION OF
POSSIBLE VIOLATIONS; DETERMINATION OF SANCTIONS
A. Reporting to Compliance Officer. A Covered Officer shall promptly
report knowledge of any material violation of this Code to the Compliance
Officer. Any such report shall be in writing, and shall describe in reasonable
detail the conduct that such Covered Officer believes to have violated this
Code. The Compliance Officer shall also have the authority to draft a report of
a suspected material violation of the Code, if no report is made by a Covered
Officer.
B. Evaluation of Reports. The Compliance Officer shall then consult with
Fund counsel to the extent necessary to determine whether the reported conduct
actually violates the Code, and, if there has been a violation of the Code,
whether the violation causes, in the reasonable judgment of the Compliance
Officer, a material adverse impact upon the Fund.
1. No Material Adverse Impact on the Fund. If the Compliance Officer
determines that the violation has not caused a material adverse impact upon the
Fund, the Compliance Officer shall determine what sanctions, if any, may be
appropriate for the violation. (See Section VIII of the Code for a discussion of
possible sanctions.)
2. Material Adverse Impact on the Fund. If the Compliance Officer
determines that the violation has caused a material adverse impact upon the
Fund, the Compliance Officer shall promptly notify the Board of such violation.
The Board shall be entitled to consult with independent legal counsel to
determine whether the violation actually has had a material adverse impact upon
the Fund; to formulate sanctions, if any, appropriate for the violation; or for
any other purpose that the Board, in its business judgment, determines to be
necessary or advisable. (See Section VIII of the Code for a discussion of
possible sanctions.)
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C. Periodic Reports by Compliance Officer to Board of Directors. The
Compliance Officer shall report to the Board at each regularly scheduled Board
meeting all violations of the Code (whether or not they caused a material
adverse impact upon the Fund) and all sanctions imposed.
VII. WAIVERS OF PROVISIONS OF THE CODE
A. Waivers. A waiver of a provision of this Code shall be requested
whenever there is a reasonable likelihood that a contemplated action
will violate the Code. Waivers will not be granted except under
extraordinary or special circumstances.
The process of requesting a waiver shall consist of the following
steps:
a. The Covered Officer shall set forth a request for waiver
in writing. The request shall describe the conduct,
activity, or transaction for which the Covered Officer
seeks a waiver, and shall briefly explain the reason for
engaging in the conduct, activity, or transaction.
b. The determination with respect to the waiver shall be
made in a timely fashion by the Compliance Officer, in
consultation with Fund counsel, and submitted to the
Board for ratification.
c. The decision with respect to the waiver request shall be
documented and kept in the Fund's records for the
appropriate period mandated by applicable law or
regulation.
B. Disclosure of Waivers. To the extent required by applicable law,
waivers (including "implicit waivers") shall be publicly disclosed
on a timely basis. An "implicit waiver" is defined as the Fund's
failure to take action within a reasonable period of time regarding
a material departure from a provision of the Code that has been made
known to an "executive officer" of the Fund. For this purpose, an
"executive officer" is a Fund's President or Chief Executive
Officer, Vice President (who is in charge of a principal
policymaking function), or any other person who performs similar
policymaking functions for the Fund.
VIII. ACCOUNTABILITY FOR ADHERENCE TO THE CODE
The matters covered in this Code are of the utmost importance to the Fund and
its shareholders, and are essential to the Fund's ability to conduct its
business in accordance with its stated values. Covered Officers are expected to
adhere to these rules in carrying out their duties for the Fund.
The Fund will, if appropriate, take action against any Covered Officer whose
actions are found to violate this Code. Sanctions for violations of the Code may
include, among other things, a requirement that the violator undergo training
related to the violation, a letter of sanction, and/or suspension or termination
of the employment of the violator. Where the Fund has suffered a loss because of
violations of this Code or applicable laws, regulations, or rules, it may pursue
its remedies against the individuals or entities responsible.
IX. RECORDKEEPING
A. General. The Fund requires accurate recording and reporting of
information in order to make responsible business decisions. All of the Fund's
books, records, accounts and financial statements must be maintained in
reasonable detail, must appropriately reflect the Fund's transactions and must
conform both to applicable legal requirements and to the Fund's system of
internal controls.
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B. Code of Ethics Records. A copy of this Code, any amendments hereto, and
any reports or other records created in relation to waivers of or amendments to
provisions of this Code shall be kept as records of the Fund for six years from
the end of the fiscal year in which such document was created. Such records
shall be furnished to the SEC or its staff upon request.
X. AMENDMENTS TO THE CODE
The Covered Officers and the Compliance Officer are encouraged to recommend
improvements to this Code to the Board, and the Board may amend the Code in its
discretion. In connection with any amendment to the Code, the Compliance Officer
shall prepare a brief description of the amendment, in order that this
description may be disclosed in accordance with applicable law and regulations.
ADOPTED: MAY 13, 2003
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