DEF 14A 1 b67473a1def14a.txt THE HARTFORD INCOME SHARES FUND, INC. 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, 2007 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 8, 2008 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/ John C. Walters John C. Walters 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 8, 2008 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, 2008. 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 6, 2007 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, 2007 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, 2007 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 8, 2008 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, 2007. 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 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. Should any other matters properly come before the Meeting calling for a vote of 1 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 6, 2007 (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 13,059,544.9120 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. 2 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 September 30, 2007.
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 Over $100,000 Sandra S. Jaffee.......... None $50,001-$100,000 William P. Johnston....... None Over $100,000 Phillip O. Peterson....... None $50,001-$100,000 Lemma W. Senbet........... None Over $100,000 INTERESTED DIRECTORS Thomas M. Marra........... None Over $100,000 Lowndes A. Smith.......... None Over $100,000 David M. Znamierowski..... None $10,001-$50,000
-------- * The Hartford Fund Family currently consists of four open-end investment companies and one closed-end investment company. As of September 30, 2007, to the knowledge of the Company's management, the 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 September 30, 2007, none of the non-interested directors (or their immediate family members) had share ownership in securities of the Company's investment adviser, or in an entity controlling, controlled by or under common control with the investment adviser of the Company (not including registered investment companies). 3 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 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
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. BIRDSONG(2) ... Director Since 2003 Since 1981, Mr. 89 Mr. Birdsong is (age 61) Birdsong has been a an Independent partner in Birdsong Director of The Company, an advertising Japan Fund specialty firm. 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.
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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 ------------ ------------- --------------- ----------------------- ------------- ---------------- ROBERT M. GAVIN(1,2)..... Director and Director Dr. Gavin is an 89 None (age 67) Chairman of since 1986 educational consultant. the Board Prior to September 1, Chairman 2001, he was President of the Board of Cranbrook Education since 2004 Community; and 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 89 None (age 62) with TSG Ventures L.P., a private equity investment company. 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.
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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 ------------ ------------- --------------- ----------------------- ------------- ---------------- SANDRA S. JAFFEE(1,2).... Director Since 2005 Ms. Jaffee is Chief 89 None (age 65) Executive Officer of 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.
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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 ------------ ------------- --------------- ----------------------- ------------- ---------------- WILLIAM P. JOHNSTON(1,2).. Director Since 2005 In June 2006, Mr. 89 Mr. Johnston is (age 63) Johnston was appointed a member of the as Senior Advisor to supervisory The Carlyle Group, a Board of global private equity Fresenius investment firm. In May Medical Care AG 2006, Mr. Johnston was & Co. KGaA. Mr. elected to the Johnston is also supervisory Board of a member of the Fresenius Medical Care Boards of AG & Co. KGaA, after Directors of its acquisition of MultiPlan, Inc. Renal Care Group, Inc. and LifeCare in March 2006. Mr. Holdings, Inc. 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 2002, 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. PHILLIP O. PETERSON(1,2).. Director Since 2000 Mr. Peterson is a 89 Mr. Peterson is (age 62) mutual fund industry a member of the consultant. He was a Board of partner of KPMG LLP (an Trustees of accounting firm) until William Blair July 1999. Mr. Peterson Funds. joined William Blair Funds in February 2007 as a member of the Board of Trustees. From January 2004 to April 2005, Mr. Peterson served as Independent President of the Strong Mutual Funds. 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.
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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 ------------ ------------- --------------- ----------------------- ------------- ---------------- LEMMA W. SENBET(2)...... Director Since 2005 Dr. Senbet is the 89 None (age 60) William E. Mayer Chair Professor of Finance at the University of Maryland, Robert H. Smith School of Business. He was chair of the Finance Department during 1998- 2006. Previously he was an endowed professor of finance at the University of Wisconsin-Madison. Also, he was director of the Fortis Funds from March 2000-July 2002. Dr. Senbet served the finance profession in various capacities, including as director of the American Finance Association and President of the Western Finance Association. In 2006, Dr. Senbet was inducted Fellow of Financial Management Association International for his career-long distinguished scholarship and professional service. 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.
-------- * 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. 8 NOMINEES FOR ELECTION AS INTERESTED DIRECTORS
NUMBER OF PORTFOLIOS IN FUND OTHER TERM OF COMPLEX DIRECTORSHIPS OFFICE* OVERSEEN BY HELD BY POSITION AND LENGTH PRINCIPAL DIRECTOR OR DIRECTOR OR HELD WITH OF TIME OCCUPATION(S) NOMINEE NOMINEE FOR NAME AND AGE THE COMPANY SERVED DURING LAST 5 YEARS FOR DIRECTOR DIRECTOR ------------ ----------- ---------- ------------------------ ------------ ---------------- THOMAS M. MARRA**....... Director Since 2002 Mr. Marra is President 89 Mr. Marra is a (age 49) and Chief Operating Director of The Officer of The Hartford Hartford. Financial Services Group, Inc. ("The Hartford"). He is also a member of the Board of Directors for The Hartford. Mr. Marra was named President and COO of The Hartford in 2007. He served as COO of Hartford Life Insurance Company, Inc. ("Hartford Life") from 2000 to 2007, as President of Hartford Life from 2001 to 2007, and as Director of Hartford Life's Investment Products Division from 1998 to 2000. Mr. Marra is Chairman of the Board of Hartford Investment Financial Services, LLC. 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. LOWNDES A. SMITH** ...... Director Since 2002 Mr. Smith served as Vice 89 Mr. Smith is a (age 68) Chairman of The Hartford Director of from February 1997 to White Mountains January 2002, as Insurance Group, President and Chief Ltd. Executive Officer of Hartford Life, Inc. from February 1997 to January 2002, and as President and Chief Operating Officer of The Hartford Life Insurance Companies from January 1989 to January 2002. 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.
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NUMBER OF PORTFOLIOS IN FUND OTHER TERM OF COMPLEX DIRECTORSHIPS OFFICE* OVERSEEN BY HELD BY POSITION AND LENGTH PRINCIPAL DIRECTOR OR DIRECTOR OR HELD WITH OF TIME OCCUPATION(S) NOMINEE NOMINEE FOR NAME AND AGE THE COMPANY SERVED DURING LAST 5 YEARS FOR DIRECTOR DIRECTOR ------------ ----------- ---------- ------------------------ ------------ ---------------- DAVID M. ZNAMIEROWSKI.. Director Since 2007 Mr. Znamierowski 89 Mr. Znamierowski (age 47)** currently serves as is a Director of Director and President Hartford of Hartford Investment Investment Management Company Management ("Hartford Investment Company. Management"), as Chief Investment Officer and Executive Vice President for The Hartford and Hartford Life, Inc. and as Director, Chief Investment Officer and Executive Vice President of Hartford Life Insurance Company. Mr. Znamierowski is 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. He previously served as President and Chief Executive Officer of these companies until November 2007. He previously served as President of the Company from 2001 to November 2007, and as Chief Executive Officer of the Company from 2005 to November 2007.
-------- * 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 and Mr. Znamierowski are an interested directors 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. 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. 10 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 7, 2007, 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, 2008. E&Y served as independent registered public accounting firm for the Company for the fiscal years ended July 31 2007, July 31, 2006 and July 31, 2005. 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. 11 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, 2007, 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, 2007 from the Company and the entire Hartford fund complex.
PENSION OR TOTAL RETIREMENT ESTIMATED COMPENSATION AGGREGATE BENEFITS ACCRUED ANNUAL FROM THE COMPANY COMPENSATION AS PART OF BENEFITS UPON AND FUND COMPLEX* NAME OF PERSON, POSITION FROM THE COMPANY COMPANY EXPENSES RETIREMENT PAID TO DIRECTOR ------------------------ ---------------- ---------------- ------------- ----------------- NON-INTERESTED DIRECTORS Lynn S. Birdsong, Director................ $162 $0 $0 $179,500 Robert M. Gavin, Jr. Director................ $217 $0 $0 $241,000 Duane E. Hill, Director... $147 $0 $0 $163,000 Sandra S. Jaffee, Director................ $134 $0 $0 $149,000 William P. Johnston, Director................ $155 $0 $0 $172,500 Phillip O. Peterson, Director................ $160 $0 $0 $177,500 Lemma W. Senbet, Director................ $137 $0 $0 $152,000 INTERESTED DIRECTORS Lowndes A. Smith, Director................ $151 $0 $0 $168,000 Thomas M. Marra, Director................ $ 0 $0 $0 $ 0 David M. Znamierowski, Director................ $ 0 $0 $0 $ 0
-------- * As of July 31, 2007, 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 were included in the Company's proxy statement for its 2007 annual meeting. 12 During the Company's fiscal year ended July 31, 2007, there were 6 meetings of the Board of Directors, 6 meetings of the Audit Committee, 7 meetings of the Investment Committee, 4 meetings of the Compliance Committee and 2 meeting of the Nominating Committee. The Litigation Committee did not meet during this timeframe. David M. Znamierowski, Director of the Company, attended last year's annual meeting held on January 9, 2007. 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. 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; (3) act as a liaison between the Company's independent registered public accounting firm and the full Board of Directors; and (4) pre-approve all audit and non-audit services that the independent registered public accounting firm provides to the Company. 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 13 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 certain written disclosures 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 E&Y, and the Audit Committee's review of the representation of management and the report of E&Y to the Audit Committee, the Audit Committee approves the inclusion of the Fund's Audited Financial Statements in the Fund'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 Company has established a Compliance Committee, which is responsible for, among other things, assisting 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 members of the Compliance Committee are Robert M. Gavin, Sandra S. Jaffee, William P. Johnston, Thomas M. Marra and Phillip O. Peterson. 14 THE INVESTMENT COMMITTEE The Company has established an Investment Committee, which assists the Board of Directors in its oversight of the Company's investment performance and related matters. The members of the Investment Committee are Lynn S. Birdsong, Duane E. Hill, Lemma W. Senbet, Lowndes A. Smith and David M. Znamierowski. THE LITIGATION COMMITTEE The Company has established a Litigation Committee, which 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 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 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 nominate 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 15 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. 16 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, 2008. E&Y served as independent registered public accounting firm of the Company for the fiscal years ended July 31, 2007 and July 31, 2006. AUDIT FEES. Audit Fees are fees related to the audit and review of the financial statements included in annual reports and registration statements, and other services that are normally provided in connection with statutory and regulatory filings or engagements. 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, 2006 and July 31, 2007 were $36,500 and $39,300, respectively. AUDIT-RELATED FEES. Audit-Related Fees are fees related to assurance and related services that are reasonably related to the performance of the audit or review of financial statements, but not reported under "Audit 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, 2006 and July 31, 2007. Aggregate fees in the amount of $27,221 for the fiscal year ended July 31, 2006 and $28,500 for the fiscal year ended July 31, 2007 were billed by E&Y to HIFSCO, and any entity controlling, controlled by, or under common control with HIFSCO (collectively, "Service Affiliates") 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 50 other mutual funds in the Hartford Fund Family. TAX FEES. Tax Fees are fees associated with tax compliance, tax advice and tax planning, including services relating to the filing or amendment of federal, state or local income tax returns, regulated investment company qualification reviews, and tax distribution and analysis reviews. 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, 2006 and July 31, 2007 were $3,350 and $3,650, respectively. No fees were billed by E&Y for such services rendered to Service Affiliates that provide 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, 2006 and July 31, 2007. ALL OTHER FEES. All Other Fees are fees related to services other than those reported above under "Audit Fees," "Audit-Related Fees" and "Tax 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, 2006 and 17 July 31, 2007, nor were any fees billed by E&Y for such services rendered to Service Affiliates that provide 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. For the fiscal years ended July 31, 2006 and July 31, 2007, no services described under "Audit-Related Fees," "Tax Fees" or "All Other Fees" were approved pursuant to the de minimis exception. The Audit Committee has considered whether the services described above are compatible with maintaining E&Y's independence. The Audit Committee has also considered whether the provision of all other non-audit services rendered to Service Affiliates that provide ongoing services to the Company, is compatible with maintaining E&Y's independence. The Audit Committee has adopted pre- approval policies and procedures which 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 and to Service Affiliates 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, 2008 and has also given its 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 with respect to services described above 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 Service Affiliates that provide ongoing services to the Company, for the fiscal years ended July 31, 2006 and July 31, 2007, amounted to $732,894 and $969,519, 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. 18 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.
TERM OF POSITION HELD OFFICE* WITH THE AND LENGTH PRINCIPAL OCCUPATION(S) NAME, AGE AND ADDRESS COMPANY OF TIME SERVED DURING PAST 5 YEARS --------------------- -------------- -------------- ----------------------- JOHN C. WALTERS.......... President and Since 2007(1) Mr. Walters currently (age 45) Chief serves as President of Executive the U.S. Wealth Officer Management Division and Co-Chief Operating Officer of Hartford Life. Mr. Walters previously served as Executive Vice President and Director of the Investment Products Division of Hartford Life. Mr. Walters is also a Managing Member and Executive Vice President of Hartford Investment Financial Services, LCC ("HIFSCO") and HL Investment Advisors, LLC ("HL Advisors"). In addition, he is 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. Previously, Mr. Walters was with First Union Securities. TAMARA L. FAGELY......... Vice Treasurer Ms. Fagely has been a (age 49) President, since 1993 Vice President of HASCO Treasurer and Vice President since 1998 and Chief Controller since 1996 Financial Officer since Controller 2006. Currently Ms. since 2001 Fagely is a Vice President of Hartford Life Insurance Company ("Hartford Life"). She served as Assistant Vice President of Hartford Life from December 2001 through March 2005. In addition she is Controller and Chief Financial Officer of HIFSCO. 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. EDWARD P. MACDONALD...... Vice Since 2005 Mr. Macdonald serves as (age 40) President, Assistant General Secretary and Counsel and Assistant Chief Legal Vice President of The Officer Hartford and Chief Legal Officer and Vice President of HIFSCO. He also serves as Vice President of Hartford Administrative Services Company ("HASCO"), Assistant Vice President of Hartford Life Insurance Company, and Chief Legal Officer, Secretary and Vice President of HL Advisors. 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. 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.
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TERM OF POSITION HELD OFFICE* WITH THE AND LENGTH PRINCIPAL OCCUPATION(S) NAME, AGE AND ADDRESS COMPANY OF TIME SERVED DURING PAST 5 YEARS --------------------- -------------- -------------- ----------------------- DENISE A. SETTIMI........ Vice President Since 2005 Ms. Settimi currently (age 47) serves as Chief Operating Officer and Assistant Vice President of HASCO. She is also Assistant Vice President of HIFSCO and 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. ROBERT M. ARENA, JR...... Vice President Since 2006 Mr. Arena serves as (age 39) Senior Vice President of Hartford Life and heads its Retail Product Management Group in the U.S. Wealth Management Division. He is also Director and Senior Vice President of HASCO, Manager and Senior Vice President/Business Line Principal of HIFSCO and Manager and Senior Vice President of HL Advisors. 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. 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 (age 42) and Chief Chief Compliance Compliance Officer for the Officer Hartford Mutual Funds and Vice President and Director of Securities Compliance for The Hartford. He is also Vice President of HIFSCO, HL Advisors, and Hartford Life. 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.
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TERM OF POSITION HELD OFFICE* WITH THE AND LENGTH PRINCIPAL OCCUPATION(S) NAME, AGE AND ADDRESS COMPANY OF TIME SERVED DURING PAST 5 YEARS --------------------- -------------- -------------- ----------------------- VERNON J. MEYER.......... Vice President Since 2006 Mr. Meyer serves as (age 43) Senior Vice President of Hartford Life and Director of its Investment Advisory Group in the U.S. Wealth Management Division. He also serves as Senior Vice President of HIFSCO and HL Advisors. 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. SUSAN M. FLEEGE.......... AML Compliance Since 2005 Ms. Fleege has served (age 47) Officer as Chief Compliance Officer for HASCO since 2005 and for Hartford Investor Services Company, LLC, ("HISC") since 2006. Prior to joining Hartford Life in 2005, Ms. Fleege was counsel for Ameriprise Financial Corportation from 2000-2005. In addition, Ms. Fleege is AML Compliance Officer of The Hartford Mutual Funds, Inc., The Hartford Mutual Funds, II, Inc., Hartford Series Fund, Inc. and Hartford HLS Series Fund II, Inc.
-------- * Term of Office: Each officer and director may serve until his or her successor is elected and qualifies. (1) Mr. Walters was duly elected as President and Chief Executive Officer of the Company as well as The Hartford Mutual Funds, Inc. and The Hartford Mutual Funds II, Inc., Hartford Series Fund, Inc. and Hartford HLS Series Fund II, Inc. on November 7, 2007. Prior to Mr. Walters' election, Mr. Znamierowski served in those capacities. 21 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 Section 16(a) of the Exchange Act, and Section 30(h) of the 1940 Act, as applied to the Company, require the Company's Officers, Directors, HIFSCO, certain affiliates of HIFSCO and persons who beneficially own more than 10% of the Company's outstanding securities ("Reporting Persons"), to electronically file reports of ownership of the Company's securities and changes in such ownership with the SEC and the NYSE. Such persons are required by SEC regulations to furnish the Company with copies of all such filings. Based solely on its review of the copies of such forms received by it and written representations from certain Reporting Persons that no year-end reports were required for those persons, the Company believes that during the fiscal year ended July 31, 2007, the Reporting Persons complied with all applicable filing requirements. SHAREHOLDER PROPOSALS Proposals of Company shareholders intended to be presented at the annual meeting of shareholders for the fiscal year ending July 31, 2008 must be received at the Company's mailing address by July 23, 2008 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. 22 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, 2007 23 [FORM OF PROXY CARD] EVERY SHAREHOLDER'S VOTE IS IMPORTANT! PLEASE SIGN, DATE AND RETURN YOUR PROXY TODAY THE HARTFORD INCOME SHARES FUND, INC. C/O PROXY TABULATOR P.O. BOX 9112 FARMINGDALE, NY 11735 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. 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 8, 2008 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 6, 2007, 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 8, 2008, 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 ----------------------------- ------------------------------------------- Signatures(s) (Please sign in 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. 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. PLEASE FILL IN BOXES AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. [ ] PLEASE DO NOT USE FINE POINT PENS. FOR ALL WITH- FOR 1. TO ELECT THE FOLLOWING NOMINEES AS DIRECTORS OF HOLD ALL ALL THE COMPANY: (01) L.S. BIRDSONG, (02) R.M. GAVIN, (03) EXCEPT* 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, 2008. PLEASE VOTE, SIGN, DATE AND PROMPLY RETURN YOUR PROXY IN THE ENCLOSED ENVELOPE. THANK YOU!
BROADRIDGE FINANCIAL SOLUTIONS INC. PROPOSED SCRIPT FOR TELEPHONE VOTING 1-888-221-0697 OPENING: WHEN CONNECTED TO THE TOLL-FREE NUMBER, SHAREHOLDER WILL HEAR: "Welcome. "Please enter the control number labeled as such or located in the box indicated by an arrow on the upper portion of your proxy card." WHEN SHAREHOLDER ENTERS THE CONTROL NUMBER, HE/SHE WILL HEAR: "To vote as the ** Board recommends on all proposals, press 1 now. To vote on each proposal separately, press 0 now." OPTION 1: VOTING ALL PROPOSALS AS MANAGEMENT RECOMMENDS IF SHAREHOLDER ELECTS TO VOTE AS MANAGEMENT RECOMMENDS ON ALL PROPOSALS, HE/SHE WILL HEAR: "You have voted as the Board recommended. If this is correct, press 1. If incorrect, press 0." IF SHAREHOLDER PRESSES 1, HE/SHE WILL HEAR: "If you have received more than one proxy card, you must vote each card separately. If you would like to vote another proxy, press 1 now. To end this call, press 0 now." IF SHAREHOLDER PRESSES 0 TO INDICATE AN INCORRECT VOTE, HE/SHE WILL BE RETURNED TO THE "TO VOTE AS THE.." SPEECH. IF SHAREHOLDER ELECTS TO REVOTE OR VOTE ANOTHER PROXY, HE/SHE IS RETURNED TO THE "PLEASE ENTER THE CONTROL NUMBER" SPEECH (ABOVE). IF SHAREHOLDER ELECTS TO END THE CALL, HE/SHE WILL HEAR: "Thank you for voting." CALL IS TERMINATED. OPTION 2: VOTING EACH PROPOSAL SEPARATELY IF SHAREHOLDER ELECTS TO VOTE EACH PROPOSAL SEPARATELY, HE/SHE WILL HEAR: "Proposal 1: To vote FOR all nominees, press 1. To WITHHOLD from all nominees, press 9. To WITHHOLD from an individual nominee, press 0. Make your selection now." IF THE SHAREHOLDER VOTES FOR ALL NOMINEES OR WITHHOLDS FROM ALL NOMINEES, THE SCRIPT MOVES TO PROPOSAL 2. IF THE SHAREHOLDER ELECTS TO WITHHOLD FROM A SPECIFIC NOMINEE, HE/SHE WILL HEAR: "Enter the two-digit number that appears in front of the nominee's name you DO NOT wish to vote for." AND THEN, "Press 1 to withhold from another nominee or Press 0 if you have completed voting on nominees." WHEN THE SHAREHOLDER HAS FINISHED VOTING ON PROPOSAL 1, HE/SHE WILL HEAR: "Proposal 2: To vote FOR, press 1; AGAINST, press 9; ABSTAIN, press 0." WHEN THE SHAREHOLDER HAS FINISHED VOTING ON PROPOSAL 2, HE/SHE WILL HEAR: "Your votes have been cast as follows (VOTE FOR EACH PROPOSAL IS GIVEN). If this is correct, press 1. If incorrect, press 0." IF THE SHAREHOLDER PRESSES 1, HE/SHE WILL HEAR: "If you have received more than one proxy card, you must vote each card separately. If you would like to vote another proxy, press 1 now. To end this call, press 0 now." IF SHAREHOLDER PRESSES 0 TO INDICATE AN INCORRECT VOTE, HE/SHE WILL BE RETURNED TO THE "TO VOTE AS THE.." SPEECH. IF SHAREHOLDER ELECTS TO REVOTE THE CANCELLED VOTE OR VOTE ANOTHER PROXY, HE/SHE IS RETURNED TO THE "PLEASE ENTER THE CONTROL NUMBER" SPEECH (ABOVE). IF SHAREHOLDER ELECTS TO END THE CALL, HE/SHE WILL HEAR: "Thank you for voting." CALL IS TERMINATED.