SCHEDULE 14A INFORMATION
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:
[ ] 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 240.14a-12

The Hartford Income Shares Fund, Inc.
-----------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)

(specify)
-----------------------------------------------------------------------
(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 14a96(i)(4) and O-11.

(1) Title of each class of securities to which transaction applies:

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

(2) Aggregate number of securities to which transaction applies:

(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):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

[_] Fee paid previously by written 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.

(1) Amount Previously Paid:

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

(3) Filing Party:

(4) Date Filed:

November 27, 2006

THE HARTFORD INCOME SHARES FUND, INC.

Dear Shareholder:

You are cordially invited to attend the Annual Meeting of the Shareholders
(the "Meeting") of The Hartford Income Shares Fund, Inc. (the "Company"). The
Meeting will take place on January 9, 2007 at 10:00 a.m. Eastern Time at the
offices of Hartford Life, 200 Hopmeadow Street, Simsbury, Connecticut 06089.

At the Meeting, shareholders will be asked to vote on the matters listed in
the attached Notice of Annual Meeting of Shareholders. As explained in the
enclosed Proxy Statement, the purpose of the Meeting is (1) to elect members of
the Board of Directors of the Company; (2) to ratify the selection of Ernst &
Young LLP as the Company's independent registered public accounting firm; and
(3) to transact such other business as may properly come before the Meeting.

We request that you complete the enclosed Proxy Card for the upcoming
Meeting. The Company's Board of Directors has reviewed and unanimously approved
these proposals and recommends that you vote FOR each proposal. The enclosed
Proxy Statement provides more information on these proposals. Please read it
carefully and return your completed Proxy Card in the enclosed, addressed,
postage-paid envelope, or take advantage of the telephonic or Internet voting
procedures described in the Proxy Statement. Your vote is important. If you have
any questions in connection with these materials please call us at
1-888-843-7824.

Very truly yours,

/s/ David M. Znamierowski
David M. Znamierowski
President

THE HARTFORD INCOME SHARES FUND, INC.
500 BIELENBERG DRIVE,
WOODBURY, MINNESOTA 55125

MAILING ADDRESS: P.O. BOX 64387,
ST. PAUL, MINNESOTA 55164

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

The Annual Meeting of the Shareholders (the "Meeting") of The Hartford
Income Shares Fund, Inc. (the "Company") will be held on January 9, 2007 at
10:00 a.m. Eastern Time at the offices of Hartford Life, 200 Hopmeadow Street,
Simsbury, Connecticut 06089 for the following purposes:

1. TO ELECT A BOARD OF DIRECTORS CONSISTING OF THE TEN NOMINEES DESCRIBED
IN THE ATTACHED PROXY STATEMENT.

2. TO RATIFY THE SELECTION BY THE BOARD OF DIRECTORS OF THE COMPANY OF
ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JULY 31, 2007.

3. TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.

The Board of Directors of the Company unanimously recommends approval of
each item listed in this notice. Shareholders of record on November 10, 2006 are
entitled to notice of and to vote at the Meeting.

Your attention is directed to the attached Proxy Statement. YOUR VOTE IS
IMPORTANT. WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE FILL
IN, SIGN, DATE AND MAIL THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE, OR TAKE
ADVANTAGE OF THE TELEPHONIC OR INTERNET VOTING PROCEDURES DESCRIBED IN THE PROXY
STATEMENT, IN ORDER TO SAVE THE COMPANY ANY FURTHER SOLICITATION EXPENSE. An
addressed envelope for which no postage is required is enclosed.

By order of the Board of Directors,

/s/ Edward P. Macdonald

Edward P. Macdonald
Secretary

Dated: November 27, 2006

THE HARTFORD INCOME SHARES FUND, INC.
500 BIELENBERG DRIVE, WOODBURY, MINNESOTA 55125
MAILING ADDRESS: P.O. BOX 64387, ST. PAUL, MINNESOTA 55164

PROXY STATEMENT

NOVEMBER 27, 2006

The enclosed Proxy Card is solicited by the Board of Directors of The
Hartford Income Shares Fund, Inc. (the "Company") in connection with the Annual
Meeting of the Shareholders (the "Meeting") of the Company to be held on January
9, 2007 at 10:00 a.m. Eastern Time at the offices of Hartford Life, 200
Hopmeadow Street, Simsbury, Connecticut 06089 and at any adjournment(s) or
postponement(s) of the Meeting.

The costs of solicitation, including the cost of preparing and mailing the
Notice of Annual Meeting of Shareholders and this Proxy Statement, will be paid
by the Company. The approximate mailing date of this Proxy Statement is November
27, 2006. Representatives of Hartford Administrative Services Company ("HASCO"),
the dividend disbursement agent for the Company, and Hartford Life Insurance
Company ("Hartford Life"), without cost to the Company, may solicit proxies for
the management of the Company by means of mail, telephone or personal calls. The
address of HASCO is that of the Company as provided above. Hartford Life and
Hartford Investment Financial Services, LLC ("HIFSCO"), which serves as the
Company's investment adviser, principal underwriter and administrator, are
principally located at 200 Hopmeadow Street, Simsbury, Connecticut 06089.

Shareholders may revoke authority to vote their shares by giving written
notice of revocation to the Secretary of the Company or by executing a
superceding Proxy Card. Unless revoked, properly executed Proxy Cards that have
been returned by shareholders without instructions will be voted "for" each
proposal. In instances where choices are specified by the shareholders in the
Proxy Card, those shareholders' votes will be voted or the votes will be
withheld in accordance with the shareholders' choices. With regard to Proposal
I, the election of directors, votes may be cast for all nominees or for all
nominees except those indicated, or withheld for all nominees. Abstentions may
be specified for Proposal II, the ratification of the independent registered
public accounting firm. With respect to Proposal II, abstentions and broker
non-votes (Proxy Cards received by the Company from brokers or nominees when the
broker or nominee has neither received instructions from the beneficial owner or
other persons entitled to vote nor has discretion to vote on a particular
matter) will be counted as present for purposes of determining whether a quorum
of shares is present at the meeting, and will have the same effect as a vote
"against" such item. So far as the Board of Directors is aware, no matters other
than those described in this Proxy Statement will be acted upon at the Meeting.
1

Should any other matters properly come before the Meeting calling for a vote of
shareholders, the persons named as proxies intend to vote upon such matters
according to their best judgment.

In addition to completing and returning the enclosed Proxy Card,
shareholders are also able to vote by touchtone telephone or by internet by
following the instructions included with the Proxy Card accompanying this Proxy
Statement. To vote by internet or by telephone, shareholders can access the
website or call the toll-free number listed on the Proxy Card. To vote by
internet or by telephone, shareholders will need the "control number" that
appears on the Proxy Card. After inputting this number, shareholders will be
prompted to provide their voting instructions on the proposals. Shareholders
will have an opportunity to review the voting instructions and make any
necessary changes before submitting the voting instructions and terminating the
telephone call or internet link.

Only those shareholders owning shares as of the close of business on
November 10, 2006 (the "Record Date") may vote at the Meeting or any
adjournment(s) or postponement(s) of the Meeting. As of the Record Date, there
were issued and outstanding 13,013,759.6010 common shares, with a par value of
$0.001 per share. Common shares represent the only class of securities of the
Company. Each shareholder is entitled to one vote for each share held. As a
shareholder, you will not have appraisal rights in connection with the proposals
described in this Proxy Statement.

The presence, either in person or by proxy, of shareholders owning a
majority of shares of the Company entitled to vote at the Meeting shall
constitute a quorum. If a quorum is not present at the Meeting, or if a quorum
is present but sufficient votes to approve any of the proposals are not
received, the persons named as proxies may propose one or more adjournments of
the Meeting to permit further solicitation of votes. In determining whether to
adjourn the Meeting, the following factors may be considered: the nature of the
proposals that are the subject of the Meeting, the percentage of votes actually
cast, the percentage of negative votes actually cast, the nature of any further
solicitation, and the information to be provided to shareholders with respect to
the reasons for the solicitation. Any adjournment will require the affirmative
vote of a majority of those shares represented at the Meeting in person or by
proxy.

Copies of the Company's most recent annual report and semi-annual report
are available upon request. If you would like to receive a copy, please contact
the Company at P.O. Box 64387, St. Paul, Minnesota 55164 or call 1-888-843-7824,
and a copy will be sent, without charge, by first class mail within three
business days of your request.

SHARE OWNERSHIP

The following table sets forth the dollar range of equity securities
beneficially owned by each director of the Company or nominee for election as a
director of the Company and on an aggregate basis in any registered investment
companies overseen by the director or nominee within the Hartford Fund Family*
as a group, as of October 31, 2006.

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

NON-INTERESTED DIRECTORS
Lynn S. Birdsong.......... None Over $100,000
Robert M. Gavin, Jr. ..... None Over $100,000
Duane E. Hill............. None None
Sandra S. Jaffee.......... None None
William P. Johnston....... None None
Phillip O. Peterson....... None $10,001-$50,000
Lemma W. Senbet........... None None

INTERESTED DIRECTORS
Thomas M. Marra........... None Over $100,000
Lowndes A. Smith.......... None Over $100,000
David M. Znamierowski..... None $10,001-$50,000
</Table>

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

* The Hartford Fund Family currently consists of four open-end investment
companies and one closed-end investment company.

As of October 31, 2006, all directors and officers as a group owned less
than 1% of the outstanding shares of the Company. As of this date, no person, to
the knowledge of Company management, owned beneficially more than 5% of the
outstanding shares of the Company.

As of October 31, 2006, none of the non-interested directors (or their
immediate family members) had share ownership in securities of the Company's
investment adviser, principal underwriter or in an entity controlling,
controlled by or under common control with the investment adviser or principal
underwriter of the Company (not including registered investment companies).

PROPOSAL I
ELECTION OF DIRECTORS

At the Meeting, shareholders will be asked to elect ten members to the
Company's Board of Directors. All of the nominees currently serve as directors
of the Company except for David M. Znamierowski. Mr. Znamierowski was
recommended by the Company's investment adviser to serve as a member of the
Board of Directors of the Company and is being nominated for election to the
Board of Directors of the Company. All other nominees have previously been
elected to the Board and are standing for re-election.

Pertinent information regarding each nominee's principal occupation and
business experience during at least the past five years, number of portfolios
overseen and other directorships held is set forth below. The mailing address of
each nominee is c/o the Secretary of The Hartford Income Shares Fund, Inc., 200
Hopmeadow Street, Simsbury, Connecticut 06089.

NOMINEES FOR ELECTION AS NON-INTERESTED DIRECTORS

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

LYNN S. Director Since 2003 Since 1981, Mr. Birdsong 88 Mr. Birdsong
BIRDSONG(2)......... has been a partner in is a Director
(age 60) Birdsong Company, an of The Japan
advertising specialty firm. Fund
Since 2003, Mr. Birdsong
has been an independent
Director of The Japan Fund.
From 2003 to March 2005,
Mr. Birdsong was an
independent Director of the
Atlantic Whitehall Funds.
From 1979 to 2002, Mr.
Birdsong was a managing
director of Zurich Scudder
Investments, an investment
management firm. During his
employment with Scudder,
Mr. Birdsong was an
interested Director of The
Japan Fund. Mr. Birdsong is
also a Director of The
Hartford Mutual Funds,
Inc., The Hartford Mutual
Funds II, Inc., Hartford
Series Fund, Inc. and
Hartford HLS Series Fund
II, Inc.
</Table>

ROBERT M. Director and Director Dr. Gavin is an educational 88 None
GAVIN(1,2).......... Chairman of since 1986 consultant. Prior to
(age 66) the Board September 1, 2001, he was
Chairman of President of Cranbrook
the Board Education Community; and
since 2004 prior to July 1996, he was
President of Macalester
College, St. Paul,
Minnesota. Dr. Gavin is
also a Director and
Chairman of the Board of
Directors of The Hartford
Mutual Funds, Inc., The
Hartford Mutual Funds II,
Inc., Hartford Series Fund,
Inc. and Hartford HLS
Series Fund II, Inc.

DUANE E. HILL(2)..... Director Since 2002 Mr. Hill is a Partner with 88 None
(age 61) TSG Ventures L.P., a
private equity investment
company that invests
primarily in minority-owned
small businesses. From 1994
to October of 1998, Mr.
Hill was a member 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 Director of The Hartford
Mutual Funds, Inc., The
Hartford Mutual Funds II,
Inc., Hartford Series Fund,
Inc. and Hartford HLS
Series Fund II, Inc.
</Table>

SANDRA S. Director Since 2005 Ms. Jaffee is Chief 88 None
JAFFEE(1,2,3)....... Executive Officer of
(age 64) Fortent (formerly
Searchspace Group), a
leading provider of
compliance/regulatory
technology to financial
institutions. Ms. Jaffee
served as an Entrepreneur
in Residence with Warburg
Pincus, a private equity
firm, from August 2004 to
August 2005. From September
1995 to July 2004, Ms.
Jaffee served as Executive
Vice President at
Citigroup, where she was
President and CEO of
Citibank's Global
Securities Services
(1995-2003). Ms. Jaffee is
also a Director of The
Hartford Mutual Funds,
Inc., The Hartford Mutual
Funds II, Inc., Hartford
Series Fund, Inc. and
Hartford HLS Series Fund
II, Inc.
</Table>

WILLIAM P. Director Since 2005 In June 2006, Mr. Johnston 88 Mr. Johnston
JOHNSTON(1,2)....... was appointed as Senior is a member
(age 62) Advisor to The Carlyle of the
Group, a global private supervisory
equity investment firm. In Board of
May 2006, Mr. Johnston was Fresenius
elected to the supervisory Medical Care
Board of Fresenius Medical AG & Co.
Care AG & Co. KGaA, after KGaA.
its acquisition of Renal
Care Group, Inc. in March
2006. Mr. Johnston joined
Renal Care Group, Inc. in
November 2002 as a member
of the Board of Directors
and served as Chairman of
the Board from March 2003
through March 2006. From
September 1987 to December
2003, Mr. Johnston was with
Equitable Securities
Corporation (and its
successors, SunTrust
Equitable Securities and
SunTrust Robinson Humphrey)
serving in various
investment banking and
managerial positions,
including Managing Director
and Head of Investment
Banking, Chief Executive
Officer and Vice Chairman.
Mr. Johnston is also a
Director of The Hartford
Mutual Funds, Inc., The
Hartford Mutual Funds II,
Inc., Hartford Series Fund,
Inc. and Hartford HLS
Series Fund II, Inc.
</Table>

PHILLIP O. Director Since 2000 Mr. Peterson is a mutual 88 None
PETERSON(1,2)....... fund industry consultant.
(age 61) From January 2004 to April
2005, Mr. Peterson served
as Independent President of
the Strong Mutual Funds.
Mr. Peterson was a partner
of KPMG LLP (an accounting
firm) until July 1999. Mr.
Peterson is also a Director
of The Hartford Mutual
Funds, Inc., The Hartford
Mutual Funds II, Inc.,
Hartford Series Fund, Inc.
and Hartford HLS Series
Fund II, Inc.

LEMMA W. SENBET(2)... Director Since 2005 Since 1998, Dr. Senbet has 88 None
(age 59) been Chair of the Finance
Department at the
University of Maryland,
Robert H. Smith School of
Business, where he has been
the William E. Mayer Chair
Professor of Finance since
1990. Previously, he was a
chaired Professor of
Finance at the University
of Wisconsin-Madison. In
addition, Dr. Senbet
previously served as an
independent Director of the
Fortis Funds from March
2000 until July 2002. Dr.
Senbet is also a Director
of The Hartford Mutual
Funds, Inc., The Hartford
Mutual Funds II, Inc.,
Hartford Series Fund, Inc.
and Hartford HLS Series
Fund II, Inc.
</Table>

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

* Each director serves until his or her death, resignation, or retirement or
until the next annual meeting of shareholders of the Company is held and his
or her successor is elected and qualifies.

(1) Member of the Audit Committee of the Company.

(2) Member of the Nominating Committee of the Company.

(3) Ms. Jaffee is a consultant for a controlling shareholder of Institutional
Shareholder Services, Inc., an unaffiliated third party corporate governance
research service company ("ISS"), and serves as a Director of ISS and as a
member of the Executive Committee of the Board of Directors of ISS. From
time to time, ISS may provide in-depth analyses of shareholder meeting
agendas, vote recommendations, record-keeping or voice disclosure services
to the sub-adviser.

NOMINEES FOR ELECTION AS INTERESTED DIRECTORS

THOMAS M. MARRA**.... Director Since 2002 Mr. Marra is President and 88 Mr. Marra is
(age 48) Chief Operating Officer of a Director of
Hartford Life, Inc. He is The Hartford.
also a member of the Board
of Directors and a member
of the Office of the
Chairman for The Hartford
Financial Services Group,
Inc. ("The Hartford"), the
parent company of Hartford
Life. Mr. Marra was named
President of Hartford Life
in 2001. He was named COO
in 2000 and served as
Director of Hartford Life's
Investment Products
Division from 1998 to 2000.
Mr. Marra is also a
Managing Member and
President of Hartford
Investment Financial
Services, LLC ("HIFSCO")
and HL Investment Advisors,
LLC ("HL Advisors"). He
currently also serves as a
Director of The Hartford
Mutual Funds, Inc., The
Hartford Mutual Funds II,
Inc., Hartford Series Fund,
Inc. and Hartford HLS
Series Fund II, Inc. and
served as Chairman of the
Board of these companies
and of the Company from
2002 to 2004.
</Table>

LOWNDES A. SMITH**... Director Since 2002 Mr. Smith served as Vice 88 Mr. Smith is
(age 67) Chairman of The Hartford a Director of
from February 1997 to White
January 2002, as President Mountains
and Chief Executive Officer Insurance
of Hartford Life, Inc. from Group, Ltd.
February 1997 to January
2002, and as President and
Chief Operating Officer of
The Hartford Life Insurance
Companies from January 1989
to January 2002. Mr. Smith
is also a Director of The
Hartford Mutual Funds,
Inc., The Hartford Mutual
Funds II, Inc., Hartford
Series Fund, Inc. and
Hartford HLS Series Fund
II, Inc.

DAVID M. President and President Mr. Znamierowski currently 87 (88 if None
ZNAMIEROWSKI........ Chief since 2001(1) serves as President of elected by
(age 46)** Executive Hartford Investment shareholders)
Officer Chief Management Company
Executive ("Hartford Investment
Officer since Management") and as
2005 Executive Vice President
and Chief Investment
Officer for The Hartford,
Hartford Life, Inc. and
Hartford Life Insurance
Company. Mr. Znamierowski
is also a Managing Member,
Executive Vice President
and Chief Investment
Officer of HIFSCO and HL
Investment Advisors, LLC.
Mr. Znamierowski is a
Director, President and
Chief Executive Officer of
The Hartford Mutual Funds,
Inc., The Hartford Mutual
Funds II, Inc., Hartford
Series Fund, Inc. and
Hartford HLS Series Fund
II, Inc.
</Table>

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

* Each director serves until his or her death, resignation, or retirement or
until the next annual meeting of shareholders of the Company is held and his
or her successor is elected and qualifies.

** Denotes the nominee is an interested person of the Company, as defined in
the Investment Company Act of 1940, as amended (the "1940 Act"). Mr. Marra
is an interested director and Mr. Znamierowski is an interested director
nominee due to positions they hold with affiliates of the Company. Mr. Smith
is an interested director because he owns stock of the parent company of
HIFSCO.

(1) Mr. Znamierowski has served as President of the Company since 2001, with
the exception of February 1, 2005 to March 27, 2005, when Mr. John Walters
served in that capacity.

The Board of Directors recommends that shareholders vote in favor of the
ten individuals listed as nominees for election to serve as directors of the
Company. 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 ten
nominees receiving the highest number of "for" votes will be elected. Unless
otherwise instructed, the proxies will vote all properly executed Proxy Cards
"for" the ten nominees. All of the nominees have consented to serve as directors
if elected. In the event any of the nominees are not candidates for election at
the meeting, the proxies may vote for such other persons according to their best
judgment. Nothing currently indicates that such a situation will arise.

PROPOSAL II
RATIFICATION OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The 1940 Act provides that every registered investment company shall be
audited at least once each year by independent public accountants selected by a
majority of the directors of the investment company who are not "interested
persons" of the investment company or of its investment adviser, as that term is
defined in the 1940 Act. The 1940 Act provides that the selection be submitted
for ratification or rejection by the shareholders at an annual meeting.

On November 1, 2006, the Board of Directors of the Company, upon the
recommendation of the Audit Committee, determined to select the firm of Ernst &
Young LLP ("E&Y") as independent registered public accounting firm for the
Company for the fiscal year ending July 31, 2007. E&Y served as independent
registered public accounting firm for the Company for the fiscal years ended
July 31 2006, July 31, 2005 and July 31, 2004.

The Board of Directors recommends that shareholders vote in favor of the
ratification of E&Y as the independent registered public accounting firm for the
Company. The affirmative vote of a majority of the shares represented at the
meeting, provided at least a quorum (more than 50% of the outstanding shares) is
represented in person or by proxy, is sufficient for the ratification of the
selection of the independent registered public accounting firm. Unless otherwise
instructed, the proxies will vote for the ratification of the selection of E&Y
as the Company's independent registered public accounting firm.

MANAGEMENT COMPENSATION

The Company pays no compensation to any director or officer who is an
officer or employee of The Hartford, HIFSCO, HASCO, Hartford Life or any
affiliated company. During the fiscal year ended July 31, 2006, the Company paid
a fee to each director who is not an officer or employee of The Hartford,
HIFSCO, HASCO, Hartford Life or any affiliated company.

The following table sets forth the compensation that each director (or
nominee for director) received during the fiscal year ended July 31, 2006 from
the Company and the entire Hartford fund complex.

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

NON-INTERESTED DIRECTORS
Lynn S. Birdsong, Director... $165 $0 $0 $149,750
Robert M. Gavin, Jr.
Director.................... $220 $0 $0 $200,250
Duane E. Hill, Director...... $152 $0 $0 $138,500
Sandra S. Jaffee, Director... $128 $0 $0 $116,500
William P. Johnston,
Director.................... $143 $0 $0 $129,667
Phillip O. Peterson,
Director.................... $157 $0 $0 $143,000
Lemma W. Senbet, Director.... $120 $0 $0 $108,750
INTERESTED DIRECTOR
Lowndes A. Smith, Director... $156 $0 $0 $141,500
Thomas M. Marra, Director.... $ 0 $0 $0 $ 0
David M. Znamierowski,
President and Chief
Executive Officer........... $ 0 $0 $0 $ 0
</Table>

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

* As of July 31, 2006, five registered investment companies in the fund complex
paid compensation to some or all of the directors.

BOARD MEETINGS, COMMITTEES AND OTHER RELATED MATTERS

The Board of Directors of the Company has established an Audit Committee, a
Compliance Committee, an Investment Committee, a Litigation Committee and a
Nominating Committee. The Company does not have a standing compensation
committee. However, the Nominating Committee is responsible for making
recommendations to the Board of Directors regarding the compensation of the
independent members of the Board of Directors. The Board of Directors has
adopted written charters for the Audit Committee and the Nominating Committee.
Copies of the charters for the Audit and Nominating Committees are not available
on the Company's website, but can be found attached as appendices to the proxy.

During the Company's fiscal year ended July 31, 2006, there were nine
meetings of the Board of Directors, six meetings of the Audit Committee, six
meetings of the Investment Committee, and three meetings of the Compliance
Committee. The Litigation Committee and the Nominating Committee did not meet
during this timeframe. Dr. Robert Gavin, Director of the Company, attended last
year's annual meeting held on January 10, 2006. Company policy adopted in
November 2004 provides that at least one Director will attend each annual
meeting of shareholders. Each director attended (either in person or by
telephone) 75% or more of the total number of meetings of the Board and of the
Committees on which the director served, except Sandra S. Jaffee, who attended
68% of such Board and Committee meetings. Ms. Jaffee attended five of the six
regular Board meetings, but was unable to attend the sixth regular Board meeting
(and associated Committee meetings) due to illness. Ms. Jaffee was also unable,
due to schedule conflicts, to attend three special Board meetings held between
regularly scheduled meetings, and the Board determined to hold the meetings
because a quorum of directors could attend. Ms. Jaffee expects to be able to
attend at least 75% of the Board and Committee meetings during the current
fiscal year.

Shareholders wishing to communicate with members of the Board of Directors
may submit a written communication directed to the Board of Directors in care of
the Secretary of The Hartford Income Shares Fund, Inc., 200 Hopmeadow Street,
Simsbury, Connecticut 06089.

THE AUDIT COMMITTEE

The Audit Committee currently consists of Robert M. Gavin, Sandra S.
Jaffee, William P. Johnston and Phillip O. Peterson. Each member of the Audit
Committee is considered to be "independent" within the meaning of the rules of
the New York Stock Exchange.

The functions performed by the Audit Committee are to (1) oversee the
Company's accounting and financial reporting policies and practices, its
internal controls and, as appropriate, the internal controls of certain service
providers; (2) assist the Board of Directors in its oversight of the
qualifications, independence and performance of the Company's independent
registered public accounting firm, the quality, objectivity and integrity of the
Company's financial statements and the independent audit thereof, and the
performance of the Company's internal audit function; and (3) act as a liaison
between the Company's independent registered public accounting firm and the full
Board of Directors. The Company's independent registered public accounting firm
shall report directly to the Audit Committee. The Audit Committee shall report
regularly to the Board of Directors.

Management is responsible for maintaining appropriate systems for
accounting. The Company's independent registered public accounting firm is
responsible for conducting a proper audit of the Company's financial statements
and is ultimately accountable to the Audit Committee. The Audit Committee has
the ultimate authority and responsibility to select (subject to ratification by
the non-interested directors and Company shareholders) and evaluate the
Company's independent registered public accounting firm, to determine the
compensation of

the Company's independent registered public accounting firm and, when
appropriate, to replace the Company's independent registered public accounting
firm.

REPORT OF THE AUDIT COMMITTEE

The Audit Committee has met and held discussions with management and the
independent registered public accounting firm. Management represented to the
Audit Committee that the Company's financial statements were prepared in
accordance with generally accepted accounting principles, and the Audit
Committee has reviewed and discussed the financial statements with management
and the independent registered public accounting firm. The Audit Committee
discussed with the independent registered public accounting firm the matters
required to be discussed by Statement on Auditing Standards No. 61
(Communications with Audit Committees).

The Company's independent registered public accounting firm also provided
to the Audit Committee the written disclosure and letter required by
Independence Standards Board Standard No. 1 (Independence Discussions with Audit
Committees), and the Audit Committee discussed with the independent registered
accounting firm the firm's independence.

Based upon the Audit Committee's discussion with management and the
independent registered public accounting firm and the Audit Committee's review
of the representation of management and the report of the independent registered
public accounting firm to the Audit Committee, the Audit Committee recommends to
the Board of Directors that the audited financial statements for the Company's
most recent fiscal year ended July 31, 2006 be included in the Company's Annual
Report filed with the Securities and Exchange Commission.

The Audit Committee

Robert M. Gavin
Sandra S. Jaffee
Phillip O. Peterson
William P. Johnston

THE COMPLIANCE COMMITTEE

The Compliance Committee, which was established on October 3, 2005,
currently consists of Robert M. Gavin, Sandra S. Jaffee, William P. Johnston,
Thomas M. Marra and Phillip O. Peterson. The function of the Compliance
Committee is to assist the Board of Directors in its oversight of the
implementation by the Company of policies and procedures that are reasonably
designed to prevent the Company from violating the Federal Securities Laws.

THE INVESTMENT COMMITTEE

The Investment Committee consists of Lynn S. Birdsong, Duane E. Hill, Lemma
W. Senbet, Lowndes A. Smith and David M. Znamierowski. The Investment Committee,
which was established on February 1, 2005, assists the Board of Directors in its
oversight of the Company's investment performance and related matters.

THE LITIGATION COMMITTEE

The Litigation Committee consists of the following non-interested members
of the Board of Directors of the Company: Lynn S. Birdsong, Duane E. Hill, and
Sandra S. Jaffee. The Litigation Committee, which was established on February 5,
2004, manages any legal actions that are brought by, on behalf of or against the
Company, its Board of Directors and/or the non-interested directors.

THE NOMINATING COMMITTEE

The Nominating Committee currently consists of all non-interested directors
of the Company. The function of the Nominating Committee is to screen and select
non-interested candidates to the Board of Directors. In addition, the Nominating
Committee periodically reviews and evaluates the compensation of the independent
members of the Board of Directors and each of its committees. The Nominating
Committee makes recommendations to the Board of Directors regarding the
compensation of, and expense reimbursement policies and retirement policies with
respect to, the independent members of the Board of Directors and each
committee.

The Nominating Committee will consider nominees for non-interested
directors recommended by shareholders if a vacancy among the non-interested
directors occurs and if the nominee meets the Committee's criteria. Shareholders
wishing to submit recommendations for nominees must send a letter to the
chairperson of the Nominating Committee, in care of the Secretary of The
Hartford Income Shares Fund, Inc., 200 Hopmeadow Street, Simsbury, Connecticut
06089 and must include, at a minimum: (1) the shareholder's contact information;
(2) the nominee's contact information, the nominee's resume or curriculum vitae,
and the number of Company shares owned by the proposed nominee; (3) a statement
as to whether the nominee is an "interested person" of the Company as defined in
Section 2(a)(19) of the 1940 Act, and appropriate documentation to support the
statement; (4) all information regarding the nominee that would be required to
be disclosed in solicitations of proxies for elections of directors required by
Regulation 14A of the Securities Exchange Act of 1934; and (5) a notarized
letter executed by the nominee, stating his or her intention to serve as a
nominee and be named in the Company's proxy statement, if so designated by the
Nominating Committee and the Company's Board of

Directors. A shareholder nominee recommendation must be received by the
Nominating Committee within a reasonable time period prior to the proxy
submission. A shareholder or shareholder group may not submit for consideration
a nominee who has previously been considered by the Nominating Committee.
Candidates submitted by shareholders are evaluated according to the same
criteria as other non-interested director candidates. The Nominating Committee
has not received a recommended nominee from an eligible shareholder or
shareholder group who individually, or in the aggregate, beneficially owned more
than 5% of the applicable Fund's voting shares for at least one year.

The Nominating Committee may, from time to time, engage the services of an
independent consultant to identify and screen suitable prospective director
candidates.

Care is given to ensure that the individual members of the Board of
Directors bring to their deliberations education, work and personal experiences
that would improve the value provided to the shareholders. The following
criteria for nominees generally are considered as a minimum requirement for
consideration as a non-interested director:

- Fifteen (15) years business or academic experience in a management,
administrative, or other oversight capacity;

- College degree or business experience equivalent to a college degree;

- At least one non-interested director should have an investment background
and at least one director should have a financial/accounting background;

- Personal accomplishments that would provide ready acceptance by
shareholders that the individual is capable of representing their
interests;

- An ability to invest in Hartford funds;

- A person able to think through and discuss complicated regulatory and
financial issues and arrive at reasonable decisions on these issues on
behalf of the shareholders;

- A person of high ethical standards;

- Must meet minimum standards set out in the Fund's audit committee
charter; and

- Must be "financially literate" as that term is defined under New York
Stock Exchange rules. For these purposes, this means the ability to read
and understand fundamental financial statements, including a company's
balance sheet, income statement, and cash flow statement. Directors who
have limited familiarity with finance can achieve such "literacy" through
Fund-sponsored training programs.
17

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Upon the recommendation of the Audit Committee, the Board of Directors
selected E&Y as independent registered public accounting firm of the Company for
the fiscal year ending July 31, 2007. E&Y served as independent registered
public accounting firm of the Company for the fiscal years ended July 31, 2006,
July 31, 2005 and July 31, 2004.

AUDIT FEES. The aggregate fees billed by E&Y for professional services
rendered for the audit of the Company's annual financial statements for the
fiscal years ended July 31, 2005 and July 31, 2006 were $33,000 and $36,500,
respectively.

AUDIT-RELATED FEES. No fees were billed by E&Y for professional services
rendered that are related to the audit of the Company's annual financial
statements but not reported under "Audit-Fees" above for the fiscal years ended
July 31, 2005 and July 31, 2006. Aggregate fees in the amount of $27,221 and
$39,000 for the fiscal years ended July 31, 2005 and July 31, 2006,
respectively, were billed by E&Y to HIFSCO, or an affiliate thereof that
provides ongoing services to the Company, relating to the operations and
financial reporting of the Company. These fees relate to an annual review of
internal controls, as required by regulation, for HASCO, an affiliate which
provides transfer agency services to the Company and over 40 other mutual funds
in the Hartford Fund Family.

TAX FEES. The aggregate fees billed by E&Y for professional services
rendered for tax compliance, tax advice and tax planning to the Company for the
fiscal years ended July 31, 2005 and July 31, 2006 were $3,000 and $3,350,
respectively. No fees were billed by E&Y for such services rendered to HIFSCO,
or an affiliate thereof that provides ongoing services to the Company, relating
to the operations and financial reporting of the Company and subject to
pre-approval by the Audit Committee, for the fiscal years ended July 31, 2005
and July 31, 2006.

ALL OTHER FEES. No fees were billed by E&Y for professional services
rendered for products and services other than those described above for the
fiscal years ended July 31, 2005 and July 31, 2006, nor were any fees billed by
E&Y for such services rendered to HIFSCO, or an affiliate thereof that provides
ongoing services to the Company, relating to the operations and financial
reporting of the Company and subject to pre-approval by the Audit Committee, for
those fiscal years, other than those described above.

The Audit Committee has considered whether the services described above are
compatible with E&Y's independence. The Audit Committee has also considered
whether the provision of all other non-audit services rendered to HIFSCO, or an
affiliate thereof that provides ongoing services to the Company,

is compatible with maintaining E&Y's independence. The Audit Committee has
adopted pre-approval policies and procedures pursuant to which the engagement of
any accountant is approved. Such procedures govern the ways in which the Audit
Committee will pre-approve audit and various categories of non-audit services
that the independent registered public accounting firm provides to the Company,
to the Company's investment adviser and to affiliates of the adviser that
provide ongoing services to the Company. In accordance with this policy, the
Audit Committee has given its approval for the provision of audit services by
E&Y for the fiscal year ending July 31, 2007 and has also given its general
pre-approval for the provision by E&Y of certain types of audit-related, tax and
permitted non-audit services. Services which have not received pre-approval must
receive specific approval by the Audit Committee. The Audit Committee is
informed of each such engagement in a timely manner, and such procedures do not
include delegation of the Audit Committee's responsibilities to management.
Pre-approval has not been waived in respect of services described under
"Audit-Related Fees," "Tax Fees" and "All Other Fees," since the pre-approval
procedures were adopted by the Audit Committee.

The aggregate non-audit fees billed by E&Y for services rendered to the
Company and to HIFSCO, or an affiliate thereof that provides ongoing services to
the Company, for the fiscal years ended July 31, 2005 and July 31, 2006,
amounted to $42,000 and $732,894, respectively. Services were for tax
consulting, actuarial and business advisory services throughout the period.

Representatives of E&Y are not expected to be present at the Meeting, but
will be given the opportunity to make a statement if they so desire and will be
available should any matter arise requiring their presence.

EXECUTIVE OFFICERS OF THE COMPANY

Information about each executive officer's position and term of office with
the Company and business experience during at least the past five years is set
forth below. The executive officers receive no compensation from the Company.
Instead, Hartford Life or its affiliates pays the executive officers. The
mailing address of each executive officer is c/o the Secretary of The Hartford
Income Shares Fund, Inc., 200 Hopmeadow Street, Simsbury, Connecticut 06089.

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

DAVID M. ZNAMIEROWSKI.... President and President since Mr. Znamierowski currently serves as
(age 46) Chief Executive 2001(1) President of Hartford Investment Management
Officer Company ("Hartford Investment Management")
Chief Executive and as Executive Vice President and Chief
Officer Investment Officer for The Hartford,
since 2005 Hartford Life, Inc. and Hartford Life
Insurance Company. Mr. Znamierowski is also
a Managing Member, Executive Vice President
and Chief Investment Officer of HIFSCO and
HL Investment Advisors, LLC. Mr.
Znamierowski is a Director, President and
Chief Executive Officer of The Hartford
Mutual Funds, Inc., The Hartford Mutual
Funds II, Inc., Hartford Series Fund, Inc.
and Hartford HLS Series Fund II, Inc.

TAMARA L. FAGELY......... Vice President, Treasurer since Ms. Fagely serves as Vice President (since
(age 48) Treasurer and 1993 1998) and Chief Financial Officer (since
Controller 2006) of Hartford Administrative Services
Vice President Company (HASCO). Currently, Ms. Fagely is a
since 1996 Vice President of Hartford Life. She served
as Assistant Vice President of Hartford
Controller since Life from December 2001 through March 2005.
2001 In addition, she is Controller of HIFSCO
and Vice President, Controller, and
Treasurer of The Hartford Mutual Funds,
Inc., The Hartford Mutual Funds II, Inc.,
Hartford Series Fund, Inc. and Hartford HLS
Series Fund II, Inc.
</Table>

EDWARD P. MACDONALD...... Vice President, Since 2005 Mr. Macdonald serves as Assistant General
(age 39) Secretary and Counsel of The Hartford as well as Vice
Chief Legal President and Chief Legal Officer of
Officer Hartford Investment Financial Services, LLC
(HIFSCO) and HL Investment Advisors, LLC.
Additionally, Mr. Macdonald serves as Vice
President, Secretary and Chief Legal
Officer for The Hartford Mutual Funds,
Inc., The Hartford Mutual Funds II, Inc.,
Hartford Series Fund, Inc. and Hartford HLS
Series Fund II, Inc. Prior to joining The
Hartford in 2005, Mr. Macdonald was Chief
Counsel, Investment Management for
Prudential Financial (formerly American
Skandia Investment Services, Inc.). He
joined Prudential in April 1999.

DENISE A. SETTIMI........ Vice President Since 2005 Ms. Settimi currently serves as Chief
(age 46) Operating Officer and Assistant Vice
President of HASCO. Additionally, Ms.
Settimi serves as Assistant Vice President
of Hartford Life Insurance Company.
Previously, Ms. Settimi was with American
Express Financial Advisors, where she was
Director of Retirement Plan Services from
1997 to 2003. In addition, she is a Vice
President of The Hartford Mutual Funds,
Inc., The Hartford Mutual Funds II, Inc.,
Hartford Series Fund, Inc. and Hartford HLS
Series Fund II, Inc.

JOHN C. WALTERS.......... Vice President Since 2001(1) Mr. Walters serves as Executive Vice
(age 44) President and Director of the Investment
Products Division of Hartford Life. Mr.
Walters is also a Managing Member and
Executive Vice President of HIFSCO and HL
Investment Advisors, LLC. In addition, he
is Vice President of The Hartford Mutual
Funds, Inc., The Hartford Mutual Funds II,
Inc., Hartford Series Fund, Inc. and
Hartford HLS Series Fund II, Inc.
Previously, Mr. Walters was with First
Union Securities.
</Table>

ROBERT M. ARENA, JR. .... Vice President Since 2006 Mr. Arena serves as Senior Vice President
(age 38) of Hartford Life and heads its Retail
Product Management Group in the Investment
Products Division. Additionally, Mr. Arena
is Senior Vice President of Hartford
Administrative Services Company (HASCO), HL
Investment Advisors, LLC and Hartford
Investment Financial Services, LLC
(HIFSCO). Prior to joining The Hartford in
2004, he was Senior Vice President in
charge of Product Management for American
Skandia/Prudential in the individual
annuities division. Mr. Arena joined
American Skandia in 1996. Previously he was
with Paul Revere Insurance Group in its
group insurance division. In addition, Mr.
Arena is Vice President of The Hartford
Mutual Funds, Inc., The Hartford Mutual
Funds II, Inc., Hartford Series Fund, Inc.
and Hartford HLS Series Fund II, Inc.

THOMAS D. JONES III...... Vice President Since 2006 Mr. Jones serves as Vice President of
(age 41) and Chief Hartford Life Insurance Company.
Compliance Additionally, he serves as Vice President
Officer for both, Hartford Investment Financial
Services Company, LLC (HIFSCO) and HL
Investment Advisors, LLC. Mr. Jones joined
The Hartford in 2006 from SEI Investments,
where he served as Chief Compliance Officer
for its mutual funds and investment
advisers. Prior to joining SEI, Mr. Jones
was First Vice President and Compliance
Director for Merrill Lynch Investment
Managers (Americas) (MLIM), where he worked
from 1992-2004. At MLIM, Mr. Jones was
responsible for the compliance oversight of
various investment products, including
mutual funds, wrap accounts, institutional
accounts and alternative investments. In
addition, Mr. Jones is Vice President and
Chief Compliance Officer The Hartford
Mutual Funds, Inc., The Hartford Mutual
Funds, II, Inc., Hartford Series Fund, Inc.
and Hartford HLS Series Fund II, Inc.
</Table>

VERNON J. MEYER.......... Vice President Since 2006 Mr. Meyer serves as Vice President of
(age 42) Hartford Life and Director of its
Investment Advisory Group in the Investment
Products Division. Prior to joining The
Hartford in 2004, Mr. Meyer was with
MassMutual which he joined in 1987. In
addition, Mr. Meyer is Vice President of
The Hartford Mutual Funds, Inc., The
Hartford Mutual Funds, II, Inc., Hartford
Series Fund, Inc. and Hartford HLS Series
Fund II, Inc.
</Table>

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

* Term of Office: Each officer and director may serve until his or her successor
is elected and qualifies.

(1) Mr. Znamierowski has served as President of the Company since 2001, with the
exception of February 1, 2005 to March 27, 2005, when Mr. Walters served in
that capacity.

OTHER MATTERS

Management does not intend to present any business to the meeting not
mentioned in this Proxy Statement and currently knows of no other business to be
presented. If any other matters are brought before the meeting, the persons
named as proxies will vote on such matters in accordance with their judgment of
the best interests of the Company.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Based on the Company records and other information, the Company believes
that all SEC filing requirements applicable to its directors and officers
pursuant to Section 16(a) of the Securities Exchange Act of 1934, with respect
to the Company's fiscal year ending July 31, 2006, were satisfied.

SHAREHOLDER PROPOSALS

Proposals of Company shareholders intended to be presented at the annual
meeting of shareholders for the fiscal year ending July 31, 2007 must be
received at the Company's mailing address by July 20, 2007 in order to be
considered for inclusion in the proxy statement for that meeting. Whether a
proposal is submitted in the proxy statement will be determined in accordance
with applicable federal and state laws. The timely submission of a proposal does
not guarantee its inclusion.

SHAREHOLDER MAILINGS

To help lower the impact of operating costs, the Funds attempt to eliminate
mailing duplicate documents to the same address. When two or more Fund
shareholders have the same last name and address, the Fund may send only one
prospectus, annual report, semiannual report, general information statement or
proxy to that address rather than mailing separate documents to each
shareholder. Shareholders may opt out of this single mailing at any time by
calling the Funds at 1-888-843-7824 or writing to the Funds at P.O. Box 64387,
St. Paul, Minnesota 55164 and requesting the additional copies of Fund
documents. Shareholders sharing a single mailing address who are currently
receiving multiple copies of Fund documents can request delivery of a single
copy instead by calling the same telephone number or writing to the same
address.

By order of the Board of Directors,

/s/ Edward P. Macdonald

Edward P. Macdonald
Secretary

Dated: November 27, 2006

APPENDIX 1

THE HARTFORD MUTUAL FUNDS, INC.
THE HARTFORD MUTUAL FUNDS II, INC.
HARTFORD SERIES FUND, INC.
HARTFORD HLS SERIES FUND II, INC.
THE HARTFORD INCOME SHARES FUND, INC.

AUDIT COMMITTEE CHARTER

REVISED MAY 2006

1. Membership

The Audit Committee shall be composed of at least three directors:

(a) each of whom shall not be an "interested person" of the Funds, as
defined in Section 2(a)(19) of the Investment Company Act of 1940, as
amended;

(b) each of whom shall not accept any consulting, advisory, or other
compensatory fee from the Funds (other than fees for serving on the
Board of Directors or any committee thereof) or have any other
relationship to the Funds that may interfere with the exercise of such
person's independence from the Funds and Fund management;

(c) each of whom shall otherwise satisfy the applicable independence
requirements for any stock exchange or market quotation system on
which Fund shares are listed or quoted;

(d) each of whom shall be financially literate, as such qualification is
interpreted by the Board of Directors in its business judgment, or
shall become financially literate within a reasonable period of time
after his or her appointment to the Audit Committee; and

(e) at least one of whom shall have accounting or related financial
management expertise as the Board of Directors interprets such
qualification in its business judgment.

The Audit Committee shall determine whether at least one member of the
Audit Committee is an "audit committee financial expert" as defined in
rules promulgated by the U.S. Securities and Exchange Commission (the
"SEC") under the Sarbanes-Oxley Act of 2002.(1) The Audit Committee shall
appoint one member as chairperson.

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

(1) Audit committee financial experts shall not be subject to any duties,
obligations or liability that are greater than those imposed on other
members of the Audit Committee and the Board of Directors. Moreover, a
person determined to be an audit committee financial expert shall not be
deemed an "expert" for any purpose, including without limitation for
purposes of Section 11 of the Securities Act of 1933, as amended.
1

2. Purposes and Scope

The purposes and scope of responsibilities of the Audit Committee are:

(a) to oversee the Funds' accounting and financial reporting policies and
practices, their internal controls and, as appropriate, the internal
controls of the service providers;

(b) with respect to any closed-end Fund traded on the New York Stock
Exchange, to prepare any Audit Committee reports required by the SEC
for inclusion in annual proxy statements;

(c) to act as liaison between the Funds' independent registered public
accounting firm ("Independent Auditor") and the full Board of
Directors; and

(d) to assist the Board in its oversight of:

(i) the quality, objectivity and integrity of the Funds' financial
statements and the independent audit thereof;

(ii) the Funds' compliance with legal and regulatory requirements;

(iii) the qualifications and independence of the Funds' Independent
Auditor; and

(iv) the performance of the company's internal audit function and
Independent Auditor.

The Audit Committee shall report regularly to the Board of Directors with
respect to the matters described in Section 3 of this Audit Committee
Charter. The Funds' Independent Auditor shall report directly to the Audit
Committee.

3. Duties and Responsibilities

To carry out its purposes, the Audit Committee shall have the following
duties and powers:

(a) To select, retain or replace the Independent Auditor (subject to
ratification by the Independent Directors and, if applicable, to
ratification by Fund shareholders as may be required by Section 32(a)
of the Investment Company Act of 1940) and, in connection therewith,
to evaluate the independence of the auditors as defined by the
Independence Standards Board and the SEC (including whether the
Independent Auditor provides any consulting services to the adviser or
its affiliates), and to receive the Independent Auditor's specific
representations as to their independence. The Audit Committee will
continue its current practice of seeking the

input of management on issues pertaining to the selection, retention
or termination of the Independent Auditor.

(b) To compensate and oversee the work of the Independent Auditor
(including resolution of disagreements between management and the
Independent Auditor regarding financial reporting).

(i) to review and discuss with management and the Independent Auditor
the audited annual financial statements and semi-annual financial
statements (including any discussion by management of the Fund's
investment performance);

(ii) to prepare and deliver the Audit Committee's report (including
any Audit Committee recommendation) required to be included in any
proxy statement; and

(iii) to review and discuss, as applicable, press releases related to
the Fund's financial reporting and financial information and financial
information and earnings guidance provided to analysts and rating
agencies.

(d) To meet with the Funds' Independent Auditor:

(i) to review the arrangements for and scope of the annual audit and
any special audits;

(ii) to set and review clear hiring policies for employees or former
employees of the Independent Auditor;

(iii) to discuss any matters of concern relating to the Funds'
financial statements, including any material adjustments to such
statements recommended by the Independent Auditor, or other results of
such audit(s);

(iv) to review audit problems or difficulties and management's
response;

(v) to consider the Independent Auditor's comments with respect to the
Funds' financial policies, procedures and internal accounting and
financial statement controls and management's responses thereto;

(vi) to review the opinion the Independent Auditor renders to the
Board and shareholders; and

(vii) to review the results of internal audits of areas that impact
the Funds.

(e) To consider, in consultation with the Independent Auditor, (i) all
critical accounting policies and practices to be used; (ii) all
alternative treatments of financial information within generally
accepted accounting principles that have been discussed with
management, the ramifications of the use of such alternative
disclosures and treatments, and the treatment preferred by the
Independent Auditor; and (iii) any other material written
communications between the Independent Auditor and management, such as
any management letter or schedule of unadjusted differences.

(f) To approve in advance (i) all audit services to be provided by the
Independent Auditor to a Fund and (ii) all permissible non-audit
services(2) to be provided by the Independent Auditor to a Fund, the
Fund's investment adviser, and the Service Affiliates(3) if the
engagement related directly to the operations and financial reporting
of the Fund, except for permissible non-audit services provided under
a de

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

(2) "Permissible non-audit services" include any professional services,
including tax services, provided to the Funds by the independent auditors,
other than those provided to the Funds in connection with an audit or a
review of the financial statements of the Funds. Permissible non-audit
services may not include: (i) bookkeeping or other services related to the
accounting records or financial statements of the Funds; (ii) financial
information system design and implementation; (iii) appraisal or valuation
services, fairness opinions or contribution-in-kind reports; (iv) actuarial
services; (v) internal audit outsourcing services; (vi) management functions
or human resources; (vii) broker or dealer, investment adviser or investment
banking services; (viii) legal services and expert services unrelated to the
audit; and (ix) any other service the Public Company Accounting Oversight
Board determines, by regulation, is impermissible.

(3) A "Service Affiliate" is any entity controlling, controlled by, or under
common control with the investment adviser that provides ongoing services to
the Fund.
4

minimis exception(4) under applicable law or regulation. The Committee may
delegate the authority to grant such preapprovals to one or more designated
members of the Committee, if the Committee so chooses. Any pre-approval
determination of a delegate shall be presented to the full Audit Committee
at its next meeting. The Audit Committee shall communicate any pre-approval
made by it or a delegate to the Fund's investment adviser to ensure that the
appropriate disclosure is made in the Fund's periodic reports required by
Section 13(a) of the Securities Exchange Act of 1934 and other documents as
required under the federal securities laws. The Audit Committee has adopted
Pre-Approval Policies and Procedures, attached hereto as Exhibit A.

(g) To meet with the Funds' Independent Auditor prior to the audit to
discuss the planning and staffing of the audit, including when
applicable a discussion of the periodic rotation of the lead audit
partner and lead review partner.

(h) To review the fees charged to the Funds by the Independent Auditor for
audit and permissible non-audit services.

(i) To investigate improprieties or suspected improprieties in Fund
operations.

(j) To review and discuss periodically the Funds' policies with respect to
risk assessment and risk management.

(k) To develop, establish and periodically review procedures for: (i) the
receipt, retention and treatment of complaints received by a Fund from
any source regarding accounting, internal accounting and financial
statement controls, or auditing matters; and (ii) the confidential,
anonymous submission by employees of a Fund and its service

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

(4) Section 202 of the Sarbanes-Oxley Act of 2002 (Section 10A(i)(1)(B) of the
Securities Exchange Act of 1934, as amended) and Rule 2-01(c)(7) under
Regulation S-X. Pre-approval by the Audit Committee of any permissible
non-audit services is not required so long as: (i) the aggregate amount of
all such permissible non-audit services provided to a Fund constitutes not
more than 5% of the total amount of revenues paid by the Fund, its
investment adviser, and the Service Affiliates to the independent auditors
during the fiscal year in which the permissible non-audit services are
provided; (ii) the permissible non-audit services were not recognized by the
Fund at the time of the engagement to be non-audit services; and (iii) such
services are promptly brought to the attention of the Committee and approved
prior to the completion of the audit by the Committee or its delegate(s).
5

providers of concerns regarding questionable accounting or auditing matters
related to the Fund.

(l) To assist the Funds, if necessary, in preparing any written
affirmation or written certification required to be filed with any
stock exchange on which a Fund's shares are listed.

(m) To receive reports from the principal executive officer and the
principal financial officer, or persons performing similar functions,
regarding: (i) all significant deficiencies in the design or operation
of Fund internal controls that could adversely affect the Funds'
ability to record, process, summarize, and report financial data and
have identified for the Funds' Independent Auditor any material
weaknesses in internal controls; (ii) any fraud, whether or not
material, that involves management or other employees who have a
significant role in the Funds' internal controls; and (iii) whether or
not there were significant changes in the Funds' internal controls or
in other factors that could significantly affect the Funds' internal
controls subsequent to the date of their evaluation, including any
corrective actions with regard to significant deficiencies and
material weaknesses.

(n) To periodically discuss with management and the Independent Auditor
the quality and adequacy of the Funds' accounting and financial
reporting policies and practices, their internal controls (including
the control process for reviewing and approving the Funds' internal
transactions and accounting) and, as appropriate, the internal
controls of service providers.

(o) To request, obtain, review and discuss annually a report by the
Independent Auditor describing the Funds' internal quality control
procedures, material issues raised by their most recent internal
quality control or peer review, or by any governmental or professional
inquiry or investigation, within the preceding five years, respecting
one or more independent audits carried out by the accounting firm, any
steps taken to deal with any such issues, and (to assess the auditors'
independence) all relationships between the Independent Auditor and
the company.

(p) To report its activities to the full Board on a regular basis and to
make such recommendations with respect to the above and other matters
as the Audit Committee may deem necessary or appropriate.

(q) To evaluate the Audit Committee's performance annually.

(r) To determine (in its capacity as a committee of the Board) appropriate
funding by the Funds for payment of (i) compensation to any
6

registered public accounting firm engaged for the purpose of preparing
or issuing an audit report or performing other audit, review or attest
services for the Funds; (ii) compensation to any outside counsel,
Independent Auditor, other experts or advisers employed by the Audit
Committee, as it determines necessary to carry out its duties; and
(iii) ordinary administrative expenses of the Audit Committee that are
necessary or appropriate in carrying out its duties.

(s) To perform such other functions consistent with this Audit Committee
Charter, the Funds' Articles of Incorporation, the Funds' By-laws, and
applicable law, as the Audit Committee or the Board of Directors deems
necessary or appropriate.

The Audit Committee's function is primarily one of oversight. While the
Audit Committee has the responsibilities set forth in this charter, it is
not the responsibility of the Audit Committee or its members to conduct
"field work" or other types of auditing or accounting reviews or
procedures. Each member of the Audit Committee shall be entitled to rely on
the accuracy of the financial and other information provided to the Audit
Committee by the Funds' officers and employees and its internal and
external service providers, absent actual knowledge to the contrary (which
actual knowledge shall be promptly reported to the Board of Directors).

The Audit Committee's role is one of oversight, and it is recognized that
management is responsible for preparing the Funds' financial statements and
for maintaining appropriate systems for accounting. The Funds' Independent
Auditor is responsible for conducting a proper audit of the Funds'
financial statements and is ultimately accountable to the Audit Committee.
The Audit Committee has the ultimate authority and responsibility to select
(subject to ratification by the Independent Directors and, if applicable,
to ratification by Fund shareholders) and evaluate the Funds' Independent
Auditor, to determine the compensation of the Funds' Independent Auditor
and, where appropriate, to replace the Funds' Independent Auditor.

4. Meetings

The Audit Committee shall meet on a regular basis at least twice a year.
The Funds' Chief Accounting Officer shall attend such regular meetings,
along with other invited personnel of the adviser and its affiliates,
including their internal accountants. The Audit Committee may also hold
special meetings as circumstances require. Participation in meetings may be
telephonic.

The Audit Committee shall meet separately at least semi-annually with
management, with personnel responsible for the Fund's internal audit
function, and with the Funds' Independent Auditor, to give representatives
of each the opportunity to privately discuss issues of interest to the
Audit Committee. The Audit Committee shall also hold regular meetings with
the Funds' Board of Directors.

5. Resources and Authority of the Audit Committee

The Audit Committee shall have the resources and authority appropriate to
discharge its responsibilities, including the authority to retain special
counsel and other experts or consultants at the expense of the appropriate
Fund(s), and shall have full access to all books, records, facilities and
personnel of the Funds, as needed.

6. Annual Review and Approval

The Audit Committee shall review and assess the adequacy of this charter at
least annually and recommend any changes to the full Board of Directors.
The full Board of Directors shall approve this charter at least annually.
The Charter, including any amendments thereto, shall be maintained in the
records of the Funds.

EXHIBIT A

THE HARTFORD MUTUAL FUNDS, INC.
THE HARTFORD MUTUAL FUNDS II, INC.
HARTFORD SERIES FUND, INC.
HARTFORD HLS SERIES FUND II, INC.
THE HARTFORD INCOME SHARES FUND, INC.

AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES

The Sarbanes-Oxley Act of 2002 ("Act")(1) and rules adopted by the
Securities and Exchange Commission ("SEC") ("Rules")(2) require that the Audit
Committee for the above-referenced companies (each a "Fund" and together the
"Funds") pre-approve all audit services and non-audit services provided to the
Fund by its independent registered public accounting firm ("Independent
Auditor"), as well as all non-audit services provided by the Independent Auditor
to the Fund's investment adviser and its Service Affiliates(3) if the services
directly impact the Fund's operations and financial reporting.

The following policies and procedures govern the ways in which the Audit
Committee will pre-approve audit and various categories of non-audit services
that the Independent Auditor provides to the Fund and to Service Affiliates.
These policies and procedures do not apply in the case of audit services that
the Independent Auditor provides to Service Affiliates, nor do they apply to
services that an audit firm other than the Independent Auditor provides to such
entities.

These policies and procedures comply with the requirements for pre-
approval, but also provide a mechanism by which management of the Fund may
request and secure pre-approval of audit and non-audit services in an orderly
manner with minimal disruption to normal business operations. Pre-approval of
non-audit services may be achieved through a combination of the procedures
described in Sections C and D below.

A. General

1. The Audit Committee must pre-approve all audit services and non-audit
services that the Independent Auditor provides to the Fund.

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

(1) Pub. L. 107-204, 116 Stat. 745 (2002).

(2) Sec. Act Rel. No. 8183 (Mar. 20, 2003).

(3) A "Service Affiliate" is any entity controlling, controlled by, or under
common control with the investment adviser that provides ongoing services to
the Fund.
9

2. The Audit Committee must pre-approve any engagement of the Independent
Auditor to provide non-audit services to any Service Affiliate during the
period of the Independent Auditor's engagement to provide audit services
to the Fund, if the non-audit services to the Service Affiliate directly
impact the Fund's operations and financial reporting.

B. Pre-Approval of Audit Services to the Fund

1. The Audit Committee shall approve the engagement of an Independent Auditor
to audit the Fund's financial statements for each fiscal year (the
"Engagement"). The approval of the Engagement shall not be delegated to a
Designated Member. (See Section D below.) In approving the Engagement, the
Audit Committee shall obtain, review and consider sufficient information
concerning the proposed Independent Auditor to enable the Audit Committee
to make a reasonable evaluation of the Independent Auditor's
qualifications and independence. The Audit Committee also shall consider
the Independent Auditor's proposed fees for the engagement, in light of
the scope and nature of the audit services that the Fund will receive.
Where the proposed fees have not been determined at the time of approval,
the Audit Committee may consider a fee estimate or range as provided by
the Independent Auditor.

2. The Audit Committee shall report to the Board of Directors (the "Board")
regarding its approval of the Engagement and of the proposed fees for the
Engagement, and the basis for such approval.

3. Unless otherwise in accordance with applicable law, the Engagement, in any
event, shall require that the Independent Auditor be selected by the vote,
cast in person, of a majority of the members of the Fund's Board who are
not interested persons of the Fund (as defined in Section 2(a)(19) of the
Investment Company Act of 1940) ("Independent Directors").

C. Pre-Approval of Non-Audit Services to the Fund and to Service
Affiliates -- by Types of Services

1. The Audit Committee shall pre-approve types of non-audit services to the
Fund and its Service Affiliates pursuant to this Section C.

2. Annually, at such time as the Audit Committee considers the Engagement of
the Independent Auditor, management of the Fund, in consultation with the
Independent Auditor, shall provide to the Audit Committee, for its
consideration and action, the following: (a) a list of those types of
non-audit services, if any, that the Fund may request from the Independent
Auditor during the fiscal year; and (b) a list of those types of non-audit
services directly impacting the Fund's operations and

financial reporting that Service Affiliates may request from the
Independent Auditor during the fiscal year.

3. The lists submitted to the Audit Committee shall describe the types of
non-audit services in reasonable detail and shall include an estimated
budget (or budgeted range) of fees where possible and such other
information as the Audit Committee may request.

4. The Audit Committee's pre-approval of the types of non-audit services
submitted pursuant to this Section C shall constitute authorization for
management of the Fund to utilize the Independent Auditor for the types of
non-audit services so pre-approved, if needed or desired during the fiscal
year.

5. A list of the types of non-audit services pre-approved by the Audit
Committee pursuant to this Section C will be distributed to the Fund's
investment adviser and Service Affiliates and the appropriate partners of
the Independent Auditor. Periodically, the Independent Auditor will
discuss with the Audit Committee those non-audit services that have been
or are being provided pursuant to this Section C.

D. Pre-Approval of Non-Audit Services to the Fund and to Service
Affiliates -- Project-by-Project Basis

1. The Audit Committee also may pre-approve non-audit services on a
project-by-project basis pursuant to this Section D.

2. Management of the Fund, in consultation with the Independent Auditor, may
submit either to the Audit Committee or to the Designated Member, as
provided in this Section D, for their consideration and action, a
pre-approval request identifying one or more non-audit service projects.
The request so submitted shall describe the project or projects in
reasonable detail and shall include an estimated budget (or budgeted
range) of fees and such other information as the Audit Committee or
Designated Member shall request.

3. The Audit Committee, from time to time, may designate one or more of its
members who are Independent Directors (each a "Designated Member") to
consider, on the Audit Committee's behalf, any non-audit services, whether
to the Fund or to any Service Affiliate, that have not been pre-approved
by the Audit Committee. The Designated Member also shall review, on the
Audit Committee's behalf, any proposed material change in the nature or
extent of any non-audit services previously approved. The Fund's
management, in consultation with the Independent Auditor, shall explain
why such non-audit services or material change in non-audit services are
necessary and appropriate and the anticipated costs thereof.
11

4. The Designated Member will review the requested non-audit services or
proposed material change in such services and will either:

(a) pre-approve, pre-approve subject to conditions, or disapprove any such
requested services, or any proposed material change in services,
whether to the Fund or to a Service Affiliate; or

(b) refer such matter to the full Audit Committee for its consideration and
action.

In considering any requested non-audit services or proposed material change
in such services, the Designated Member shall not authorize services which
would exceed $50,000 in fees for such services.

5. The Designated Member's pre-approval (or pre-approval subject to
conditions) of the requested non-audit service or proposed material change
in service pursuant to this Section D shall constitute authorization for
the management of the Fund or the Service Affiliate, as the case may be,
to utilize the Independent Auditor for the non-audit services so
pre-approved. Any action by the Designated Member in approving a requested
non-audit service shall be reported to the Audit Committee not later than
at its next scheduled meeting. If the Designated Member does not approve
the Independent Auditor providing the requested non-audit service, the
matter may be presented to the full Audit Committee for its consideration
and action.

E. Amendment; Annual Review

1. The Audit Committee may amend these procedures from time to time.

2. These procedures shall be reviewed annually by the Audit Committee.

F. Recordkeeping

1. The Fund shall maintain a written record of all decisions made by the
Audit Committee or by a Designated Member pursuant to these procedures,
together with appropriate supporting material.

2. In connection with the approval of any non-audit service pursuant to the
de minimis exception provided in the Act and the Rules,(4) a record shall
be made indicating that each of the conditions for this exception, as set
forth in the Act and the Rules, has been satisfied.

3. A copy of these Procedures and of any amendments to these Procedures shall
be maintained and preserved permanently in an easily accessible place. The
written records referred to in paragraphs 1 and 2 of this Section F shall
be maintained and preserved for six years from the end of the fiscal year
in which the actions recorded were taken, for at least the first two years
in an easily accessible location.

G. Prohibited and Conditionally Prohibited Non-Audit Services

The Independent Auditor may not provide (except as described below) any of
the following services to the Fund, the Fund's investment adviser, the
Service Affiliates or any other member of the investment company complex. For
purposes of this policy, "investment company complex" includes: 1) any entity
controlling or controlled by the Fund's investment adviser/sponsor, 2) any
other investment adviser under common control with the Fund's investment
adviser/sponsor, and 3) any investment companies advised by any investment
adviser in the investment company complex.

1. Conditionally Prohibited Non-Audit Services

The following services may be provided if the Fund and the Audit Committee
can reasonably conclude that the result of the service would not be subject
to audit procedures in connection with the audit of the Fund's financial
statements:

- Bookkeeping;

- Financial information systems design and implementation;

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

(4) Section 202 of the Act (Section 10A(i)(1)(B) of the Securities Exchange Act
of 1934, as amended) and Rule 2-01(c)(7) under Regulation S-X. Pre- approval
by the Audit Committee of any permissible non-audit services is not required
so long as: (i) the aggregate amount of all such permissible non- audit
services provided to a Fund constitutes not more than 5% of the total amount
of revenues paid by the Fund, its investment adviser, and the Service
Affiliates to the Independent Auditor during the fiscal year in which the
permissible non-audit services are provided; (ii) the permissible non-audit
services were not recognized by the Fund at the time of the engagement to be
non-audit services; and (iii) such services are promptly brought to the
attention of the Committee and approved prior to the completion of the audit
by the Committee or its delegate(s).
13

- Appraisal or valuation services, fairness opinions, or contribution-in-
kind reports;

- Actuarial services; and

- Internal audit outsourcing services.

2. Prohibited Non-Audit Services

- Management functions or human resources;

- Broker or dealer, investment adviser or investment banking services;

- Legal services and expert services unrelated to the audit; and

- Any other service that the Public Company Accounting Oversight Board
determines, by regulation, is prohibited.

Approved on May 9, 2006

APPENDIX 2

THE HARTFORD MUTUAL FUNDS, INC.
THE HARTFORD MUTUAL FUNDS II, INC.
HARTFORD SERIES FUND, INC.
HARTFORD HLS SERIES FUND II, INC.
THE HARTFORD INCOME SHARES FUND, INC.
("THE HARTFORD FUNDS")

NOMINATING COMMITTEE CHARTER

NOMINATING COMMITTEE MEMBERSHIP

The Nominating Committee of The Hartford Funds (the "Committee") shall be
composed entirely of Directors of the Funds that are not "interested persons" of
the Funds, their investment adviser or their principal underwriter, as that term
is defined in the Investment Company Act of 1940, as amended ("Independent
Directors"), and may be comprised of one or more such Independent Directors.
Officers of the Funds, although not members of the Committee, will nonetheless
be expected to have a role in evaluating candidates and recruiting them for the
Board.

BOARD NOMINATIONS AND FUNCTIONS

1. The Committee shall make nominations for Independent Director membership on
the Board of Directors. The Committee shall evaluate candidates'
qualifications for Board membership and their independence from the Funds'
investment adviser and other principal service providers. Persons selected
must not be "interested persons" of the Funds, their investment adviser or
their principal underwriter, as that term is defined in the 1940 Act. The
Committee shall also consider the effect of any relationships beyond those
delineated in the 1940 Act that might impair independence, e.g. business,
financial or family relationships with the investment adviser. In
determining nominees' qualifications for Board membership, the Committee
may consider such other factors as it may determine to be relevant to
fulfilling the role of being a member of the Board of Directors.

2. The Committee shall consider nominees recommended by shareholders if a
vacancy among the Independent Directors of The Hartford Funds occurs
pursuant to the procedures attached hereto as Appendix A.

3. The Committee shall (1) periodically review and evaluate the compensation
of the independent members of the Board of Directors and each of its
committees and (2) make recommendations to the Board regarding the

compensation of, and expense reimbursement policies and retirement policies
with respect to, the independent members of the Board of Directors and each
committee. In evaluating the compensation of the independent members of the
Board of Directors and each committee, the Committee may consider the
factors set forth in Appendix B.

4. The Committee shall meet as necessary prior to a meeting of the full Board
and is empowered to hold special meetings as circumstances require.

5. The Committee shall have the resources and authority appropriate to
discharge its responsibilities, including authority to utilize Fund counsel
and/or independent counsel to the Independent Directors and to retain
experts, as deemed appropriate, at the expense of the Funds.

6. The Committee shall review these Procedures as necessary and recommend any
changes to the full Board of Directors.

ADOPTED: MAY 13, 2003
REVISED: NOVEMBER 1, 2006

APPENDIX A

PROCEDURES FOR CONSIDERATION OF SHAREHOLDER NOMINATIONS
FOR INDEPENDENT DIRECTOR MEMBERSHIP BY THE NOMINATING COMMITTEE

1. The Nominating Committee will consider nominees recommended by shareholders
if a vacancy among the Independent Directors of The Hartford Funds occurs.
Each eligible shareholder or shareholder group may submit not more than one
Independent Director nominee.

2. In order for the Nominating Committee to consider a nominee recommended by
shareholders, the nominee, as well as the shareholder or shareholder group
making the recommendation, must meet all requirements provided under
applicable federal and state law and in the applicable Fund's
organizational documents.

3. In order to recommend a nominee, a shareholder must send a letter to the
chairperson of the Nominating Committee, in care of the Secretary of the
applicable Hartford Fund at 55 Farmington Avenue, 11th Floor, Hartford, CT
06105, and must include, at a minimum:

(i) the shareholder's contact information;

(ii) the nominee's contact information, the nominee's resume or
curriculum vitae, and the number of applicable Fund shares owned by the
proposed nominee;

(iii) a statement as to whether the nominee is an "interested person"
of the applicable Fund as defined in Section 2(a)(19) of the Investment
Company Act of 1940, as amended, and appropriate documentation to support
the statement;

(iv) all information regarding the nominee that would be required to
be disclosed in solicitations of proxies for elections of directors
required by Regulation 14A of the Securities Exchange Act of 1934; and

(v) a notarized letter executed by the nominee, stating his or her
intention to serve as a nominee and be named in the applicable Fund's proxy
statement, if so designated by the Nominating Committee and the Fund's
Board of Director.

It shall be in the Nominating Committee's sole discretion whether to seek
corrections of a deficient submission or to exclude a nominee from
consideration due to the deficient submission.

4. A Shareholder nominee recommendation must be received by the Nominating
Committee within a reasonable time period prior to the proxy submission.

5. A shareholder or shareholder group may not submit for consideration a
nominee which has previously been considered by the Nominating Committee.

6. If the Nominating Committee receives a recommended nominee from an eligible
shareholder or shareholder group who individually, or in the aggregate,
beneficially owned more than 5% of the applicable Fund's voting shares for
at least one year as of the date of the recommendation and the shareholder
or shareholder group and their candidate provides his or her written
consent at the time the recommendation is made, the Fund shall disclose in
the applicable proxy statement: (1) the candidate's identity, (2) the
identity of the shareholder or shareholder group making the recommendation,
and (3) whether or not the Nominating Committee chose to nominate that
candidate.

7. The Nominating Committee shall evaluate the qualifications of a director
nominee in accordance with the guidelines attached hereto as Exhibit 1. The
Nominating Committee may, in its sole discretion, consider any factors that
it deems relevant in its consideration of a director nominee. Candidates
submitted by shareholders shall be evaluated according to the same criteria
as other director candidates.

8. The Nominating Committee may, in its sole discretion, hire third parties to
assist it with identifying, screening and evaluating nominees. If a third
party is used with respect to a particular election, appropriate disclosure
of that fact in the relevant proxy statement shall be made in accordance
with applicable law.

9. The final nomination of a prospective director rests solely with the
Nominating Committee.

10. The Nominating Committee shall review these Procedures as necessary and
recommend any changes to the full Board of Directors of the Hartford Funds.

APPENDIX B

There is no specific formula that the Committee is required to use when
reviewing and evaluating the appropriate level of independent directors
compensation. Rather, the Committee's review and evaluation should be based on
the business judgment of its members, after an examination of the surrounding
circumstances. The factors listed below may be considered by the Committee in
reviewing and evaluating the compensation of the independent members of the
Board of Directors and each committee.

1. The current level of compensation paid to the independent directors;

2. The number of directors relative to the assets of the funds overseen by the
board;

3. The size, complexity and structure of the funds in the fund complex as well
as the fund complex as a whole;

4. The complexity of the responsibilities assumed by the independent
directors;

5. The frequency of board meetings;

6. The time required to review and carefully evaluate the materials provided
by management in connection with each board meeting;

7. The amount of compensation necessary to attract and retain highly qualified
board members;

8. Time required to serve as board and committee chair;

9. The potential liability to which the directors are exposed; and

10. The amounts paid to independent directors of other mutual funds and the
amounts paid to corporate directors.

EXHIBIT 1
CRITERIA FOR SELECTION OF NEW INDEPENDENT DIRECTORS

The ideal panel of independent directors should represent a cross section
of the shareholder base of the Hartford-sponsored funds and, since their duties
involve oversight of the management company's and service providers' activities
relative to shareholder interests, care should be given to insure that the panel
of individuals brings to their deliberation education, work and personal
experiences that would improve the value provided to the shareholders.

To maintain the vitality of the panel, some mandatory turnover of members
is desired and should be accomplished through a reasonable retirement policy
(e.g. age 72 mandatory retirement).

The following criteria giving no prejudice towards an individual's gender,
religion or race should be considered as a minimum requirement for consideration
as an independent director:

1. Fifteen (15) years business or academic experience in a management,
administrative, or other oversight capacity.

2. College degree or business experience equivalent to a college degree.

3. At least one independent director should have an investment background
and at least one director should have a financial/accounting
background.

4. Personal accomplishments that would provide ready acceptance by
shareholders that the individual was capable of representing their
interests.

5. An ability to invest in Hartford funds.

6. A person able to think through and discuss complicated regulatory and
financial issues and arrive at reasonable decisions on these issues on
behalf of the shareholders.

7. A person of high ethical standards.

8. Must meet minimum standards set out in the funds' audit committee
charter.

9. Must be "financially literate" as that term is defined under New York
Stock Exchange rules. For these purposes, this means the ability to
read and understand fundamental financial statements, including a
company's balance sheet, income statement, and cash flow statement.
Directors who have limited familiarity with finance can achieve such
"literacy" through fund-sponsored training programs.

(THE HARTFORD LOGO)

EVERY SHAREHOLDER'S VOTE IS IMPORTANT!

VOTING BY TELEPHONE. Call toll-free 1-888-221-0697 and follow the recorded
instructions.

VOTING BY INTERNET. Log on to www.proxyweb.com and follow the on-screen
instructions.

VOTING BY MAIL. Complete and return your Proxy Card in the addressed envelope.
If you vote by telephone or internet, you do not need to mail your proxy.

999 999 999 999 99

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

THE HARTFORD INCOME SHARES FUND, INC.

PROXY FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD JANUARY 9, 2007

The undersigned appoints Tamara Fagely, Edward Macdonald and Michael Phillips or
each of them separately with power to act without the other and with the right
of substitution in each, the proxies of the undersigned, to vote, as designated
herein, all shares of The Hartford Income Shares Fund, Inc. (the "Company") held
by the undersigned on November 10, 2006, at the Annual Meeting of Shareholders
(the "Meeting") to be held at the offices of Hartford Life, 200 Hopmeadow
Street, Simsbury, Connecticut 06089, on January 9, 2007, at 10:00 a.m., Eastern
Time, and at any adjournments or postponements thereof, upon the matters on the
reverse, as set forth in the Notice of Annual Meeting of Shareholders and Proxy
Statement, with all powers the undersigned would possess if present in person.

By executing this proxy, the undersigned revokes all previous proxies with
respect to the Meeting and acknowledges receipt of the Notice of Annual Meeting
of Shareholders and Proxy Statement. This proxy may be revoked at any time
before it is exercised by giving written notice of revocation to the Secretary
of the Company or by executing a superseding proxy.

Date _________________________

PLEASE SIGN, DATE AND RETURN
YOUR PROXY TODAY

Shareholder(s) signs here (SIGN IN THE BOX)

Please sign exactly as name appears to the
left. When signing as attorney, executor,
administrator, trustee or guardian, please
give full title as such. If signing for a
corporation, please sign in full corporate
name by authorized person. If signing for a
partnership, please sign in partnership name
by authorized person.

HIS - MK

LABEL BELOW FOR MIS USE ONLY!
PO# M-2070
HARTFORD #557
HARTFORD INCOME SHARES #116
ORIGINAL 2-UP 11-08-06 JM
MELISSA (HARTFORD INCOME SHARES - 2007 MK)
REVISION #1 11-10-06 JM
REVISION #2 11-16-06 JM

MIS EDITS: # OF CHANGES ___/___ PRF 1 ___ PRF 2 ____

OK TO PRINT AS IS* ____________ *By signing this form you are authorizing MIS to
print this form in its current state.

- -------------------------------------------------
SIGNATURE OF PERSON AUTHORIZING PRINTING DATE

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

THIS PROXY WILL BE VOTED AS INSTRUCTED ON THE MATTERS SET FORTH BELOW. IT IS
UNDERSTOOD THAT IF NO CHOICE IS SPECIFIED, THIS PROXY WILL BE VOTED "FOR" SUCH
MATTER.

IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS
AS MAY PROPERLY COME BEFORE THE MEETING AND ANY ADJOURNMENTS OR POSTPONEMENTS OF
THE MEETING. IF YOU WISH TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS'
RECOMMENDATION, SIMPLY SIGN AND DATE THIS PROXY CARD AND RETURN IT IN THE
ENVELOPE PROVIDED.

<Table>

FOR WITHHOLD FOR ALL
1. TO ELECT THE FOLLOWING NOMINEES AS DIRECTORS OF THE COMPANY: (01) L.S. BIRDSONG, ALL ALL EXCEPT*
(02) R.M. GAVIN, (03) D.E. HILL, (04) S.S. JAFFEE, (05) W.P. JOHNSTON, (06) P.O. PETERSON,
(07) L.W. SENBET, (08) T.M. MARRA, (09) L.A. SMITH, (10) D.M. ZNAMIEROWSKI [ ] [ ] [ ]

*TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL, MARK THE BOX "FOR ALL
EXCEPT" AND WRITE THE NOMINEE'S NUMBER ON THE LINE BELOW.

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

FOR AGAINST ABSTAIN

2. PROPOSAL TO RATIFY THE SELECTION BY THE BOARD OF DIRECTORS OF THE COMPANY OF ERNST [ ] [ ] [ ]
& YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
FISCAL YEAR ENDING JULY 31, 2007.

PLEASE VOTE, SIGN, DATE AND PROMPTLY RETURN
YOUR PROXY IN THE ENCLOSED ENVELOPE. THANK YOU!

HIS - MK

LABEL BELOW FOR MIS USE ONLY!
PO# M-2070
HARTFORD #557
HARTFORD INCOME SHARES #116
ORIGINAL 2-UP 11-08-06 JM
MELISSA (HARTFORD INCOME SHARES - 2007 MK)
REVISION #1 11-16-06 JM
REVIEW #1 11-17-06 JM

MIS EDITS: # OF CHANGES ___/___ PRF 1 ___ PRF 2 ____

OK TO PRINT AS IS* ____________ *By signing this form you are authorizing MIS to
print this form in its current state.

- ------------------------------------------------------
SIGNATURE OF PERSON AUTHORIZING PRINTING DATE