<PAGE>
As filed with the Securities and Exchange Commission on August 2, 1999.
File No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-6
FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933 OF
SECURITIES OF UNIT INVESTMENT TRUSTS REGISTERED ON
FORM N-8B-2
A. Exact name of trust: ICMG Registered Variable Life Separate Account One
B. Name of depositor: Hartford Life and Annuity Insurance Company
C. Complete address of depositor's principal executive offices:
P.O. Box 2999
Hartford, CT 06104-2999
D. Name and complete address of agent for service:
Thomas S. Clark, Esq.
Hartford Life and Annuity Insurance Company
P.O. Box 2999
Hartford, CT 06104-2999
E. Title and amount of securities being registered: Pursuant to Rule 24f-2
under the Investment Company Act of 1940, the Registrant will register
an indefinite amount of securities.
F. Proposed maximum aggregate offering price to the public of the
securities being registered: Not yet determined.
G. Amount of filing fee: Not applicable.
H. Approximate date of proposed public offering: As soon as practicable after
the effective date of this registration statement.
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this
registration statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the registration shall
become effective on such date as the Commission, acting pursuant to Section
8(a), may determine.
<PAGE>
RECONCILIATION AND TIE BETWEEN
FORM N-8B-2 AND PROSPECTUS
<TABLE>
<CAPTION>
Item No. of Form N-8B-2 Caption In Prospectus
----------------------- ---------------------
<S> <C>
1. Cover Page
2. Cover Page
3. Not Applicable
4. Statement of Additional Information - Distribution of
the Policies
5. About Us - ICMG Registered Variable Life Separate Account One
6. About Us - ICMG Registered Variable Life Separate Account One
7. Not required by Form S-6
8. Not required by Form S-6
9. Legal Proceedings
10. About Us - ICMG Registered Variable Life Separate Account One; The Funds
11. About Us - ICMG Registered Variable Life Separate Account One; The Funds
12. About Us - The Funds
13. Fee Table; Charges and Deductions
14. Premiums
15. Premiums
16. Premiums
17. Making Withdrawals From Your Policy
18. About Us - The Funds; Charges and Deductions
19. Your Policy - Contract Rights
20. Not Applicable
21. Loans
22. Not Applicable
23. Not Applicable
24. Not Applicable
25. About Us - Hartford Life and Annuity Insurance Company
26. Not Applicable
27. About Us - Hartford Life and Annuity Insurance Company
28. Statement of Additional Information - General
Information and History
29. About Us - Hartford Life and Annuity Insurance Company
30. Not Applicable
31. Not Applicable
32. Not Applicable
33. Not Applicable
34. Not Applicable
</TABLE>
<PAGE>
<TABLE>
<S> <C>
35. Statement of Additional Information - Distribution of
the Policies
36. Not required by Form S-6
37. Not Applicable
38. Statement of Additional Information - Distribution of
the Policies
39. Statement of Additional Information - Distribution of
the Policies
40. Not Applicable
41. Statement of Additional Information - Distribution of
the Policies
42. Not Applicable
43. Not Applicable
44. Premiums
45. Not Applicable
46. Premiums; Making Withdrawals From Your Policy
47. About Us - The Funds
48. Cover Page; About Us - Hartford Life and Annuity
Insurance Company
49. Not Applicable
50. About Us - ICMG Registered Variable Life Separate Account One
51. Not Applicable
52. About Us - The Funds
53. Taxes
54. Not Applicable
55. Not Applicable
56. Not Required by Form S-6
57. Not Required by Form S-6
58. Not Required by Form S-6
59. Not Required by Form S-6
</TABLE>
<PAGE>
PART A
<PAGE>
OMNISOURCE-SM- II
GROUP FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICIES
ICMG REGISTERED VARIABLE LIFE SEPARATE ACCOUNT ONE
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
P.O. BOX 2999
HARTFORD, CONNECTICUT 06104-2999
[LOGO] TELEPHONE (800) 861-1408
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
This Prospectus describes information you should know before you enroll for
coverage under the OmniSource-SM- II group flexible premium variable life
insurance policy. Please read it carefully.
The OmniSource-SM- II group flexible premium variable life insurance policy is a
contract issued by Hartford Life and Annuity Insurance Company to an employer or
a trust sponsored by an employer. We will issue you a certificate of insurance
that describes your rights, benefits, obligations and options under the group
policy, including your payment of premiums and our payment of a death benefit to
your beneficiaries. Your certificate is:
X Flexible premium, because you have options when selecting the timing and
amounts of your premium payments.
X Variable, because the value of your life insurance coverage may fluctuate
with the performance of the underlying Portfolio(s).
After you enroll, you allocate your payments to separate divisions of our
separate account, known as Investment Divisions. The current Investment
Divisions available are:
<TABLE>
<CAPTION>
INVESTMENT DIVISION PURCHASES SHARES OF:
- -------------------------------------------- ----------------------------------------------------------
<S> <C> <C>
Alger American Growth Investment Division -- Alger American Growth Portfolio of The Alger American Fund
BT EAFE-Registered Trademark- Equity Index -- EAFE-Registered Trademark- Equity Index Fund of the BT
Investment Division Insurance Funds Trust
BT Small Cap Index Investment Division -- Small Cap Index Fund of the BT Insurance Funds Trust
Fidelity Variable Insurance Products Fund -- Initial Class of Equity-Income Portfolio of the Variable
Equity-Income Investment Division Insurance Products Fund
Fidelity Variable Insurance Products Fund II -- Initial Class of Index 500 Portfolio of Variable Insurance
Index 500 Investment Division Products Fund II
Hartford Money Market Investment Division -- Class IA of Hartford Money Market HLS Fund, Inc.
</TABLE>
If you decide to enroll for coverage under this group life insurance policy, you
should keep this Prospectus for your records.
The Hartford HLS Mutual Funds prospectus included in this OmniSource-SM- II
Prospectus contains information relating to all of the Funds offered by Hartford
HLS Mutual Funds. Not all of the Funds in the Hartford HLS Mutual Funds
prospectus are available to you. Please review this OmniSource-SM- II product
prospectus for details regarding available Funds.
Although we file this Prospectus with the Securities and Exchange Commission,
the Commission doesn't approve or disapprove these securities or determine if
the information is truthful or complete. Anyone who represents that the
Securities and Exchange Commission does these things may be guilty of a criminal
offense.
This Prospectus can also be obtained from the Securities and Exchange
Commission's Website (HTTP://WWW.SEC.GOV).
- --------------------------------------------------------------------------------
PROSPECTUS DATED:
<PAGE>
2 HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
SUMMARY OF BENEFITS AND RISKS......................................... 4
Benefits of Your Policy............................................. 4
Risks of Your Policy................................................ 4
FEE TABLES............................................................ 5
ABOUT US.............................................................. 6
Hartford Life and Annuity Insurance Company......................... 6
ICMG Registered Variable Life Separate Account One.................. 6
The Funds........................................................... 6
CHARGES AND DEDUCTIONS................................................ 7
Deductions From Premium............................................. 7
Front-End Sales Load.............................................. 8
Premium Tax Charge................................................ 8
DAC Tax Charge.................................................... 8
Deductions From Investment Value.................................... 8
Monthly Deduction Amount.......................................... 8
Mortality and Expense Risk Charge................................. 8
YOUR CERTIFICATE...................................................... 9
Ownership Rights.................................................... 9
Beneficiary......................................................... 9
Assignment.......................................................... 9
Statements.......................................................... 9
Issuance of Your Certificate........................................ 9
Right to Examine the Certificate.................................... 9
PREMIUMS.............................................................. 10
Premium Payment Flexibility......................................... 10
Allocation of Premium Payments...................................... 10
Accumulation Units.................................................. 10
Accumulation Unit Values............................................ 11
Premium Limitation.................................................. 11
DEATH BENEFITS AND POLICY VALUES...................................... 11
Values Under the Certificate........................................ 11
Cash Surrender Value.............................................. 11
Investment Value.................................................. 11
Death Benefits...................................................... 11
Minimum Death Benefit Testing Procedures.......................... 11
Death Benefits Options............................................ 11
Payment Options................................................... 12
Increases and Decreases in Face Amount............................ 12
Benefits at Maturity.............................................. 13
MAKING WITHDRAWALS FROM THE CERTIFICATE............................... 13
Surrender........................................................... 13
Partial Withdrawals................................................. 13
TRANSFERS AMONG INVESTMENT DIVISIONS.................................. 13
Amount and Frequency of Transfers................................... 12
Transfers to or from Investment Divisions........................... 14
Asset Rebalancing................................................... 14
Dollar Cost Averaging............................................... 14
Procedures for Telephone Transfers.................................. 14
Processing of Transactions.......................................... 15
LOANS................................................................. 15
Loan Interest....................................................... 15
Credited Interest................................................... 15
Loan Repayments..................................................... 15
</TABLE>
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY 3
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<TABLE>
<CAPTION>
PAGE
----
Termination Due to Excessive Debt................................... 15
<S> <C>
Effect of Loans on Investment Value................................. 15
LAPSE AND REINSTATEMENT............................................... 16
Lapse and Grace Period.............................................. 16
Reinstatement....................................................... 16
TERMINATION OF POLICY................................................. 16
CONTRACT LIMITATIONS.................................................. 16
Partial Withdrawals................................................. 16
Transfers of Account Value.......................................... 16
Face Amount Increases or Decreases.................................. 16
Valuation of Payments and Transfers................................. 16
Deferral of Payments................................................ 17
CHANGES TO CONTRACT OR SEPARATE ACCOUNT............................... 17
Modification of Policy.............................................. 17
Substitution of Funds............................................... 17
Change in Operation of the Separate Account......................... 17
Separate Account Taxes.............................................. 17
SUPPLEMENTAL BENEFITS................................................. 17
Maturity Date Extension Rider....................................... 17
OTHER MATTERS......................................................... 17
Reduced Charges for Eligible Groups................................. 17
Our Rights.......................................................... 17
Limit on Right to Contest........................................... 18
Misstatement as to Age or Sex....................................... 18
Assignment.......................................................... 18
Dividends........................................................... 18
YEAR 2000............................................................. 18
In General.......................................................... 18
Internal Year 2000 Efforts and Timetable............................ 18
Third Party Year 2000 Efforts and Timetable......................... 18
Year 2000 Costs..................................................... 19
Risks and Contingency Plans......................................... 19
TAXES................................................................. 19
General............................................................. 19
Taxation of Hartford and the Separate Account....................... 19
Income Taxation of Certificate Benefits............................. 20
Modified Endowment Contracts........................................ 20
Diversification Requirements........................................ 20
Ownership of the Assets in the Separate Account..................... 21
Tax Deferral During Accumulation Period............................. 21
Federal Income Tax Withholding...................................... 21
Other Tax Considerations............................................ 22
PERFORMANCE RELATED INFORMATION....................................... 22
LEGAL PROCEEDINGS..................................................... 22
GLOSSARY OF SPECIAL TERMS............................................. 23
WHERE YOU CAN FIND MORE INFORMATION................................... 24
</TABLE>
<PAGE>
4 HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
SUMMARY OF BENEFITS
AND RISKS
BENEFITS OF YOUR POLICY
FLEXIBILITY -- We designed the policy to be flexible to meet your specific
life insurance needs. You have the flexibility to choose death benefit options,
investment options, and premiums you pay.
DEATH BENEFIT -- We will pay a death benefit to your beneficiary if the
Insured dies while the Certificate is in force. You select one of two death
benefit options. These options are:
1. Option A -- Under Option A the death benefit is equal to the larger of:
- The Face Amount; and
- The Variable Insurance Amount.
2. Option B -- Under Option B the death benefit is equal to the larger of:
- The Face Amount plus the Cash Value; and
- The Variable Insurance Amount.
We reduce the death benefit by any money you owe us, such as outstanding
Loans or Loan interest. You may change your death benefit option under certain
circumstances. You may also increase or decrease the Face Amount on your
Certificate under certain circumstances.
INVESTMENT OPTIONS -- You may invest in a variety of Investment Divisions.
You may transfer money among the Investment Divisions, subject to restrictions.
PREMIUM PAYMENTS -- You have the flexibility to choose when and in what
amounts you pay premiums.
RIGHT TO EXAMINE YOUR CERTIFICATE -- For 10 days after you receive your
Certificate, you may cancel it without paying a sales charge. Some states
provide a longer examination period.
WITHDRAWALS -- You may withdraw all or part of amounts available under your
Certificate, subject to certain limitations.
LOANS -- You may take a Loan under the Certificate. The Certificate secures
the Loan.
PAYMENT OPTIONS -- Your beneficiary may choose to receive the proceeds due
under the Certificate,
- in a lump sum; or
- over a period of time by using one of several payment options.
DOLLAR COST AVERAGING -- You may elect to allocate your Net Premiums among
the Investment Divisions using the dollar cost averaging option program. The
main objective of this program is to minimize the impact of short-term price
fluctuations to allow you to take advantage of market fluctuations.
ASSET REBALANCING -- You may elect to have us automatically reallocate
Investment Value periodically in order to maintain a particular percentage
allocation among the Investment Divisions that you selected ("Asset
Rebalancing"). The Investment Value held in each Investment Division will
increase or decrease in value at different rates during the relevant period.
Asset Rebalancing is intended to reallocate Investment Value from those
Investment Divisions that have increased in value to those that have decreased
in value.
RISKS OF YOUR POLICY
INVESTMENT PERFORMANCE -- The value of your Certificate will fluctuate with
the performance of its Investment Divisions. Your investment options may decline
in value, or they may not perform to your expectations. We do not guarantee your
Investment Value in the Investment Divisions.
TERMINATION --
- CERTIFICATE: Your Certificate could terminate if the Cash Surrender Value
becomes too low to pay the charges due under the Certificate. If this
occurs, Hartford will notify you in writing. You will then have sixty-one
(61) days to pay additional amounts to prevent the Certificate from
terminating.
- POLICY: Hartford or the employer may terminate participation in the
policy. The party terminating the policy must provide you with a notice of
the termination, at your last known address, at least fifteen (15) days
prior to the date of termination.
PARTIAL WITHDRAWAL LIMITATIONS -- We limit you to twelve (12) partial
withdrawals per Coverage Year. These withdrawals will reduce your Cash Surrender
Value, may reduce your death benefit, and may be subject to a processing charge.
TRANSFER LIMITATIONS -- We reserve the right to limit the size of transfers
and remaining balances, and to limit the number and frequency of transfers among
the Investment Divisions.
LOANS -- Taking a Loan under your Certificate may increase the risk that
your Certificate will lapse, may have a permanent effect on your Investment
Value, and may reduce the Death Proceeds.
ADVERSE TAX CONSEQUENCES -- You may be subject to income tax if you receive
any Loans, withdrawals or other amounts under the Certificate. You may also be
subject to a 10% penalty tax.
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY 5
- --------------------------------------------------------------------------------
FEE TABLES
The following tables describe the MAXIMUM fees and expenses that you will
pay under the Certificate.
MAXIMUM TRANSACTION FEES
<TABLE>
<CAPTION>
CERTIFICATES FROM WHICH
CHARGE WHEN CHARGE IS DEDUCTED AMOUNT DEDUCTED CHARGE IS DEDUCTED
----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Sales Charge (1) When you pay premium. 9% of any premium paid for All
Coverage Years 1 through 7, and
7% of any premium paid in Coverage
Years 8 and later.
----------------------------------------------------------------------------------------------------------------------------------
Premium Tax Charge When you pay premium. Generally, between 0% and 4% of All
any premium you pay. The
percentage we deduct will vary by
locale depending on the tax rates
in effect there.
----------------------------------------------------------------------------------------------------------------------------------
Deferred Acquisition When you pay premium. 1.25% of each premium you pay. We All
Cost Tax Charge will adjust the charge based on
changes in the applicable tax law.
----------------------------------------------------------------------------------------------------------------------------------
Transfer Fees When you make a transfer after the $50 per transfer. Those Certificates with more than
12th transfer in any Coverage 12 transfers per Contract Year.
Year.
----------------------------------------------------------------------------------------------------------------------------------
Partial Withdrawal Fee When you take a withdrawal after $25 per partial withdrawal. Those Certificates where more than
the 12th partial withdrawal in any 12 partial withdrawals have been
Coverage Year. made per Coverage Year.
</TABLE>
(1) The current front end sales load charged is:
6.75% of any premium paid for Coverage Years 1 through 7, and
4.75% of any premium paid in Coverage Years 8 and later.
The next table describes the MAXIMUM fees and expenses that you will pay
periodically, not including Fund fees and expenses.
MAXIMUM ANNUAL CHARGES OTHER THAN FUND OPERATING EXPENSES
<TABLE>
<CAPTION>
CERTIFICATES FROM WHICH
CHARGE WHEN CHARGE IS DEDUCTED AMOUNT DEDUCTED CHARGE IS DEDUCTED
----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Cost of Insurance Monthly. The charge is the cost of All
Charges insurance rate times the net
amount at risk. The cost of
insurance rates depend on issue
age, sex, insurance class and
substandard rating.
----------------------------------------------------------------------------------------------------------------------------------
Mortality and Expense Daily. On an annual basis, .65% of the All
Risk Charge value of each Investment
Division's assets.
----------------------------------------------------------------------------------------------------------------------------------
Administrative Charge Monthly. $10 per Coverage Month. All
----------------------------------------------------------------------------------------------------------------------------------
Rider Charges Monthly. Individualized based on optional Only those Certificates with
rider selected. benefits provided by rider.
</TABLE>
<PAGE>
6 HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
The next table describes the Fund fees and expenses that you will pay
periodically. The table shows the minimum and maximum fees and expenses charged
by any of the Funds. The prospectus for each Fund contains more detail
concerning each Fund's fees and expenses.
ANNUAL FUND OPERATING EXPENSES
<TABLE>
<CAPTION>
POLICIES FROM WHICH
CHARGE WHEN CHARGE IS DEDUCTED AMOUNT DEDUCTED CHARGE IS DEDUCTED
----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Management Fees Daily net asset values of a Fund 0.240% to 0.750% All Certificates, but deductions
reflect Management Fees already only from Investment Divisions you
deducted from assets of the Fund. selected.
----------------------------------------------------------------------------------------------------------------------------------
Other Expenses Daily net asset values of a Fund 0.015% to 1.620% All Certificates, but deductions
reflect Other Expenses already only from Investment Divisions you
deducted from the assets of the selected.
Fund.
----------------------------------------------------------------------------------------------------------------------------------
Total Fund Annual Daily net asset values of a Fund 0.350% to 2.070% All Certificates, but deductions
Expenses reflect Total Fund Annual only from Investment Divisions you
Operating Expenses already selected.
deducted from assets of the Fund.
</TABLE>
ABOUT US
HARTFORD LIFE AND ANNUITY
INSURANCE COMPANY
Hartford Life and Annuity Insurance Company is a stock life insurance
company engaged in the business of writing life insurance and annuities, both
individual and group, in all states of the United States, the District of
Columbia and Puerto Rico, except New York. On January 1, 1998, Hartford's name
changed from ITT Hartford Life and Annuity Insurance Company to Hartford Life
and Annuity Insurance Company. We were originally incorporated under the laws of
Wisconsin on January 9, 1956, and subsequently redomiciled to Connecticut. Our
offices are located in Simsbury, Connecticut; however, our mailing address is
P.O. Box 2999, Hartford, CT 06104-2999. We are ultimately controlled by The
Hartford Financial Services Group, Inc., one of the largest financial service
providers in the United States.
HARTFORD'S RATINGS
<TABLE>
<CAPTION>
EFFECTIVE
DATE OF
RATING AGENCY RATING RATING BASIS OF RATING
- -------------------- ------------- ------ -----------------------
<S> <C> <C> <C>
A.M. Best and
Company, Inc........ 1/1/99 A+ Financial performance
Insurer financial
Standard & Poor's... 5/3/99 AA strength
Duff & Phelps....... 12/21/98 AA+ Claims paying ability
</TABLE>
ICMG REGISTERED VARIABLE LIFE
SEPARATE ACCOUNT ONE
The Investment Divisions are separate divisions of our separate account,
called ICMG Registered Variable Life Separate Account One (the "Separate
Account"). The Separate Account exists to keep your life insurance policy assets
separate from our company assets. As such, the investment performance of the
Separate Account is independent from the investment performance of our other
assets. We use our other assets to pay our insurance obligations under the
policy. We hold your assets in the Separate Account exclusively for your benefit
and we may not use them for any other liability of ours. We established the
Separate Account on October 9, 1995 under the laws of Connecticut.
Each of these Investment Divisions invests solely in a corresponding
Portfolio of the Funds. You choose the Investment Divisions that meet your
investment style. We may establish additional Investment Divisions at our
discretion. The Separate Account may include other Investment Divisions that
will not be available under the policy.
THE FUNDS
The Funds sell shares of the Portfolios to the Separate Account. The
Portfolios are set up exclusively for variable annuity and variable life
insurance products. The Portfolios are not the same mutual funds that you buy
through your stockbroker or through a retail mutual fund. However, they may have
similar investment strategies and the same portfolio managers as retail mutual
funds.
We do not guarantee the investment results of any of the Portfolios. Since
each Portfolio has different investment
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY 7
- --------------------------------------------------------------------------------
objectives, each is subject to different risks. The prospectuses for the Funds
and the Funds' Statement of Additional Information describe these risks and the
Portfolio's expenses. We have included the Funds' prospectuses with this
Prospectus.
The following Portfolios are available under your Certificate:
THE ALGER AMERICAN FUND:
ALGER AMERICAN GROWTH PORTFOLIO -- Seeks long-term capital appreciation. It
focuses on growing companies that generally have broad product lines, markets,
financial resources and depth of management. Under normal circumstances, the
Portfolio invests primarily in the equity securities of large companies. The
Portfolio considers large companies to have a market capitalization of $1
billion or greater.
BT INSURANCE FUNDS TRUST:
EAFE-REGISTERED TRADEMARK- EQUITY INDEX FUND -- Seeks to replicate as
closely as possible (before deduction for expenses) the total return of the
Europe, Australia, Far East Index (the "EAFE-Registered Trademark- Index"), a
capitalization-weighted index containing approximately 1,100 equity securities
of companies located outside the United States, by investing in a statistically
selected sample of the equity securities included in the
EAFE-Registered Trademark- Index. It will invest primarily in equity securities
of business enterprises organized and domiciled outside of the United States or
for which the principal trading market is outside the United States.
SMALL CAP INDEX FUND -- Seeks to replicate as closely as possible (before
deduction for expenses) the total return of the Russell 2000 Small Stock Index
(the "Russell 2000"), an index consisting of 2,000 small-capitalization common
stocks. It will include the common stock of companies included in the Russell
2000, on the basis of computer-generated statistical data, that are deemed
representative of the industry diversification of the entire Russell 2000.
VARIABLE INSURANCE PRODUCTS FUND INITIAL CLASS:
EQUITY-INCOME PORTFOLIO -- Seeks reasonable income by investing primarily in
income-producing equity securities. In choosing these securities, the Portfolio
will also consider the potential for capital appreciation. This Portfolio's goal
is to achieve a yield which exceeds the composite yield on the securities
comprising the Standard & Poor's Composite Index of 500 Stocks (commonly
referred to as "S&P 500"). The Portfolio potentially may invest in lower quality
debt securities.
VARIABLE INSURANCE PRODUCTS FUND II INITIAL CLASS:
INDEX 500 PORTFOLIO -- Seeks to provide investment results that correspond
to the total return of a broad range of common stocks publicly traded in the
United States. To achieve this objective, the Portfolio attempts to duplicate
the composition and total return of the S&P 500.
HARTFORD HLS MUTUAL FUNDS:
HARTFORD MONEY MARKET HLS FUND, INC. -- Seeks to achieve maximum current
income consistent with liquidity and preservation of capital.
INVESTMENT ADVISERS -- The Alger American Fund is managed by Fred Alger
Management, Inc. BT Insurance Funds Trust is managed by Bankers Trust Company.
Variable Insurance Products Fund Initial Class and Variable Insurance Products
Fund II Initial Class are managed by Fidelity Management & Research Company.
Hartford Money Market HLS Fund, Inc. is managed by HL Investment Advisors, LLC.
MIXED AND SHARED FUNDING -- Shares of the Funds may be sold to our other
separate accounts and our insurance company affiliates or other unaffiliated
insurance companies to serve as the underlying investment for both variable
annuity contracts and variable life insurance policies, a practice known as
"mixed and shared funding." As a result, there is a possibility that a material
conflict may arise between the interests of policy owners, owners of other
policies or owners of variable annuity contracts with values allocated to one or
more of these other separate accounts investing in any one of the Funds. In the
event of any such material conflicts, we will consider what action may be
appropriate, including removing the Fund from the Separate Account or replacing
the Fund with another underlying fund. There are certain risks associated with
mixed and shared funding, as disclosed in the Funds' prospectus.
VOTING RIGHTS -- We will notify you of shareholder's meetings of the Funds
purchased by those Investment Divisions you have invested in. We will send you
proxy materials and instructions for you to vote the shares held for your
benefit by those Investment Divisions. We will arrange for the handling and
tallying of proxies received from you or other policy owners. If you give no
instructions, we will vote those shares in the same proportion as shares for
which we received instructions.
If any federal securities laws or regulations, or their present
interpretation, change to permit us to vote Fund shares on our own, we may
decide to do so. You may attend any shareholder meeting at which shares held for
your Policy may be voted. After we begin to make payouts to you, the number of
votes you have will decrease.
CHARGES AND DEDUCTIONS
DEDUCTIONS FROM PREMIUM
We deduct a percentage of your premium payment for a front-end sales load, a
premium tax charge and the deferred acquisition cost ("DAC") tax charge before
we allocate it to the Investment Divisions. The amount of each premium we
allocate to the Investment Divisions is your net premium ("Net Premium").
<PAGE>
8 HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
FRONT-END SALES LOAD -- The current front-end sales load is 6.75% of any
premium paid for Coverage Years 1 through 7 and 4.75% of any premium paid in
Coverage Years 8 and later. The maximum front-end sales load is 9% of any
premium paid in Coverage Years 1 through 7 and 7% of any premium paid in
Coverage Years 8 and later. Front-end sales loads cover expenses related to the
sale and distribution of the Certificates.
PREMIUM TAX CHARGE -- We deduct a tax charge from each premium you pay. The
premium tax charge covers taxes assessed against us by a state and/or other
governmental entity. The range of this charge, generally, is between 0% and 4%.
DAC TAX CHARGE -- We deduct 1.25% of each premium to cover a federal premium
tax assessed against us. This charge is reasonable in relation to our federal
income tax burden, under Section 848 of the Internal Revenue Code of 1986 ("the
Code"), resulting from the receipt of premiums. We will adjust this charge based
on changes in the applicable tax law.
DEDUCTIONS FROM INVESTMENT VALUE
MONTHLY DEDUCTION AMOUNT -- Each month we will deduct an amount from your
Investment Value to pay for the benefits provided under the Certificate. We call
this amount the Monthly Deduction Amount and it equals the sum of:
(a) the administrative expense charge;
(b) the charges for cost of insurance;
(c) the charges for additional benefits provided by rider, if any.
The Monthly Deduction Amount will vary from month to month.
Following is an explanation of the administrative expense charge and the
charges for cost of insurance and rider benefits.
(a) MONTHLY ADMINISTRATIVE FEE
We will assess a monthly administrative charge to compensate us for
administrative costs in connection with the Certificates. We will initially
charge $5 per Coverage Month and we guarantee that the charge will never
exceed $10.00 per Coverage Month.
(b) COST OF INSURANCE CHARGE
The charge for the cost of insurance is equal to:
(i) the cost of insurance rate per $1,000; multiplied by
(ii) the net amount at risk; divided by
(iii) $1,000.
The net amount at risk equals the death benefit minus the Cash Value on
the date we calculate this charge.
The purpose of the cost of insurance charge is to cover our anticipated
mortality costs. The current cost of insurance rates for standard risks will
not exceed those based on the 1980 Commissioners Standard Ordinary Mortality
Table (ANB), Male or Female, age nearest birthday. We will charge
substandard risks a higher cost of insurance rate. The cost of insurance
rates for substandard risks will not exceed rates based on a multiple of the
1980 Commissioners Standard Ordinary Mortality Table (ANB), Male or Female,
age nearest birthday. In addition, the use of simplified underwriting or
guaranteed issue procedures, rather than medical underwriting, may result in
a higher cost of insurance charge for some individuals than if medical
underwriting procedures were used.
We will make any changes in the cost of insurance uniformly for all
insureds of the same issue ages, sexes, risk classes and whose coverage has
been in-force for the same length of time. No change in insurance class or
cost will occur as a result of the deterioration of the Insured's health.
The rate class of an Insured affects the cost of insurance rate. We and
the employer will agree on the number of rate classes and characteristics of
each rate class. The rate classes may vary by smokers and nonsmokers, active
and retired status, and/or any other nondiscriminatory classes agreed to by
the employer.
(c) RIDER CHARGE
If the Certificate includes riders, we deduct a charge from the Investment
Value on each Processing Date. We specify the applicable charge on the rider.
This charge is to compensate us for the anticipated cost of providing the rider
benefits.
For a description of the riders available, see "Supplemental Benefits."
MORTALITY AND EXPENSE RISK CHARGE -- For assuming mortality and expense
risks under the policy, we currently deduct a daily charge of .000795% which is
equal to .29% per year of the value of each Investment Division's assets in all
Coverage Years. The maximum mortality and expense risk charge is .001781% per
day which is equal to .65% per year.
The mortality and expense risk charge is equal to:
(i) the mortality and expense risk rate; multiplied by
(ii) the portion of the Cash Value allocated to the Investment Divisions and
the Loan Account.
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HARTFORD LIFE AND ANNUITY INSURANCE COMPANY 9
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The mortality risk we assume is that the actual cost of insurance charges
specified in the Certificate will be insufficient to meet actual claims. The
expense risk we assume is that expenses we incur for issuing and administering
the Certificates will exceed the administrative charges we deducted from
Investment Value.
If these charges are insufficient to cover actual costs and assumed risks,
the loss will fall on us. However, if the charge proves more than sufficient, we
will add any excess to our surplus.
YOUR CERTIFICATE
OWNERSHIP RIGHTS
As long as your Certificate is in force, you may exercise all rights under
the Certificate while the Insured is alive and you have not named an irrevocable
beneficiary.
BENEFICIARY
You name the beneficiary in your enrollment form for the Certificate. You
may change the beneficiary (unless irrevocably named) while the Insured is alive
by notifying us, in writing. If no beneficiary is living when the Insured dies,
we will pay the Death Proceeds to you if living; or, otherwise, to your estate.
ASSIGNMENT
You may assign your rights under the Certificate. Until you notify us in
writing, no assignment is effective against us. We are not responsible for the
validity of any assignment.
STATEMENTS
We will send you a statement at least once each year, showing:
(a) the Certificate's current Cash Value, Cash Surrender Value and Face Amount;
(b) the premiums paid, Monthly Deduction Amounts and any Loans since your last
statement;
(c) the amount of any outstanding Debt;
(d) any notifications required by the provisions of your Certificate; and
(e) any other information required by the Insurance Department of the state
where we delivered your Certificate.
ISSUANCE OF YOUR CERTIFICATE
To purchase a Certificate you must submit an enrollment form to our Customer
Service Center. The specific form you complete will depend on the underwriting
classification and plan design of the policy. Generally, we will only issue a
Certificate on the lives of Insureds between the ages of 20 and 79 who supply
evidence of insurability satisfactory to us. In addition, we will not issue a
Certificate with a Face Amount of less than the minimum Face Amount. Acceptance
is subject to our underwriting rules and we reserve the right to reject an
enrollment form for any reason. If we accept your enrollment form, your
Certificate will become effective on the Coverage Date only after we receive all
outstanding delivery requirements and the initial premium payment shown in your
Certificate.
In the event you are exchanging an existing contract(s) for a new
Certificate under Section 1035 of the Internal Revenue Code, the Coverage Date
will be the date that you make the 1035 exchange. You make this 1035 exchange by
assigning the existing contract(s) to us and completing an enrollment form. Upon
receipt of the assignment form, we will surrender the existing contract(s) for
its cash surrender value. We will apply the surrender proceeds we receive as
premium to the Certificate. During the time between the Coverage Date and the
date we receive the cash surrender value of the existing contract(s) or a
premium payment, there will be no gap in coverage. We will make charges and
deductions (other than those of the Portfolios) for this period; however, you
will not experience investment returns.
RIGHT TO EXAMINE THE CERTIFICATE
You have a limited right to return your Certificate for cancellation. You
may deliver or mail the Certificate to us or to the agent who sold you the
Certificate within ten (10) calendar days after delivery of the Certificate to
you. Some states provide for a longer period.
In the event you return your Certificate, we will return to you within seven
(7) days of our receipt of the Certificate, either:
(i) the total amount of premiums; or
(ii) the Cash Value plus charges deducted under the Certificate.
The amount we return depends upon the state we issued your Certificate in.
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10 HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
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PREMIUMS
PREMIUM PAYMENT FLEXIBILITY
You have considerable flexibility as to when, in what amounts and what level
of premiums, within a range determined by us, you pay under the Certificate. You
choose a premium once you have determined the level and pattern of the death
benefit.
Your Certificate specifies the minimum initial premium amount you must pay
on the Coverage Date. You may pay additional premiums at any time, subject to
the premium limitations set by the Internal Revenue Code. For details on these
premium limitations see, "Premium Limitation." You have the right to pay
additional premiums of at least $100.00 at any time, unless otherwise agreed to
by us.
Your Certificate may lapse if the value of your Certificate becomes
insufficient to cover the Monthly Deduction Amounts. If this happens you may pay
additional premiums in order to prevent your Certificate from terminating. For
details see, "Lapse and Reinstatement."
ALLOCATION OF PREMIUM PAYMENTS
During the right to examine period, we allocate your initial premium payment
in accordance with state law requirements. If you choose to cancel your
Certificate, some states require the return of your initial premium, while
others require the return of the Certificate's Cash Value.
- - STATE OF ISSUE REQUIRES RETURN OF INITIAL PREMIUM
If the state of issue of your Certificate requires that we return your initial
premium, we will, when we issue your Certificate and until the end of the
right to examine period, allocate your initial Net Premium to the Hartford
Money Market Investment Division. Upon the expiration of the right to examine
period, we will, at a later date, invest the initial Net Premium according to
your initial allocation instructions. However, any accrued interest will
remain in the Hartford Money Market Investment Division if you selected it as
an initial allocation option. This later date is the later of:
1. ten (10) calendar days after we receive the initial premium; and
2. the date we receive the final requirements to put the Certificate in
force.
We will allocate any additional premiums received prior to this later date
to the Hartford Money Market Investment Division.
- - STATE OF ISSUE REQUIRES RETURN OF CERTIFICATE'S CASH VALUE
If the state of issue of your Certificate requires that we return the
Certificate's Cash Value, we will allocate the initial Net Premium among your
chosen Investment Divisions. In this case you will bear full investment risk
for any amounts we allocate to the Investment Division during the right to
examine period. This automatic immediate investment feature only applies if
specified in your Certificate. Please check with your agent to determine the
status of your Certificate.
You may change the Net Premium allocation if you notify us in writing.
Portions you allocate to the Investment Divisions must be whole percentages of
5% or more. We will allocate subsequent Net Premiums among Investment Divisions
according to your most recent instructions, subject to the following:
- If we receive a premium and your most recent allocation instructions would
violate the 5% requirement, we will allocate the Net Premium among the
Investment Divisions according to your previous premium allocation; and
- If the asset rebalancing option is in effect, we will allocate Net
Premiums accordingly, until you terminate this option. (See "Transfers
Among Investment Divisons -- Asset Rebalancing.")
You will receive several different types of notification that explain what
your current premium allocation is. The Certificate shows the initial allocation
you chose on the enrollment form. In addition, we will send you written
confirmation, after we receive your premium payment, that shows you how we
allocated your premium. A Certificate's annual statement will also summarize
your current premium allocation.
ACCUMULATION UNITS
We use Net Premiums allocated to the Investment Divisions to credit
Accumulation Units under the Certificates.
We determine the number of Accumulation Units in each Investment Division to
be credited under the Certificate (including the initial allocation to the
Hartford Money Market Investment Division) as follows:
1. Multiply the Net Premium by the appropriate allocation percentage to
determine the portion we will invest in the Investment Division; then
2. Divide each portion to be invested in an Investment Division by the
Accumulation Unit value of that particular Investment Division we computed
following the receipt of the payment.
Deductions made for the monthly deduction amount on each Processing Date
will reduce the number of Accumulation Units under the Certificate. (See
"Deductions from Investment Value -- Monthly Deduction Amount.")
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HARTFORD LIFE AND ANNUITY INSURANCE COMPANY 11
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ACCUMULATION UNIT VALUES
The Accumulation Unit value for each Investment Division will vary daily to
reflect the investment experience and charges of the applicable Portfolio, as
well as the daily deduction for mortality and expense risks. We will determine
the Accumulation Unit value on each Valuation Day by multiplying the
Accumulation Unit value of the particular Investment Division on the preceding
Valuation Day by a net investment factor for that Investment Division for the
Valuation Period then ended. The net investment factor for each of the
Investment Divisions is equal to the net asset value per share of the
corresponding Portfolio at the end of the Valuation Period (plus the per share
amount of any dividend or capital gain distributions paid by that Portfolio in
the Valuation Period then ended) divided by the net asset value per share of the
corresponding Portfolio at the beginning of the Valuation Period, less the daily
deduction for the mortality and expense risks assumed by us.
PREMIUM LIMITATION
If we receive premiums that would cause the Certificate to fail to meet the
definition of a life insurance policy in accordance with the Code, we will
refund the excess premium payments. We will refund such premium payments and any
applicable interest no later than sixty (60) days after the end of a Coverage
Year.
We will accept a premium payment that results in an increase in the death
benefit greater than the amount of the premium, only after we approve evidence
of insurability.
DEATH BENEFITS AND
POLICY VALUES
VALUES UNDER THE CERTIFICATE
CASH SURRENDER VALUE -- As with traditional life insurance, each Certificate
will have a Cash Surrender Value. The Cash Surrender Value is equal to the Cash
Value, less Debt, less any charges accrued but not deducted. There is no minimum
guaranteed Cash Surrender Value. The Cash Value equals the value in the
Investment Divisions plus the Loan Account Value.
INVESTMENT VALUE -- Each Certificate will also have an Investment Value. The
Investment Value of a Certificate changes on a daily basis and will be computed
on each Valuation Day. The Investment Value will vary to reflect the investment
experience of the Investment Divisions, Monthly Deduction Amounts and any
amounts transferred to the Loan Account to secure a Loan.
The Investment Value of a particular Certificate is related to the net asset
value of the Portfolios associated with the Investment Divisions to which Net
Premiums on the Certificate have been allocated. The total Investment Value in
the Investment Divisions on any Valuation Day is calculated by multiplying the
number of Accumulation Units in each Investment Division as of the Valuation Day
by the current Accumulation Unit value of that Investment Division and then
summing the result for all the Investment Divisions. The Investment Value equals
the sum of the values of the assets in the Investment Divisions. See "Premiums
- -- Accumulation Unit Values."
DEATH BENEFITS
As long as the Certificate remains in force, the Certificate provides for
the payment of the Death Proceeds to the named beneficiary when the Insured
under the Certificate dies. The Death Proceeds payable to the beneficiary equal
the death benefit less any Debt outstanding under the Certificate plus any rider
benefits payable. The death benefit depends on the death benefit option you
select and is determined as of the date of the death of the Insured.
MINIMUM DEATH BENEFIT TESTING PROCEDURES -- Section 7702 of the Code defines
alternative testing procedures, the guideline premium test ("GPT") and the cash
value accumulation test ("CVAT") in order to meet the definition of life
insurance under the Code. See "Taxes -- Income Taxation of Certificate
Benefits." Each Certificate must qualify under either the GPT or the CVAT. Prior
to issue, you choose the procedure under which a Certificate will qualify. Once
you choose either the GPT or the CVAT to test a Certificate, it cannot be
changed while the Certificate is in force.
Under both testing procedures, there is a minimum death benefit required at
all times equal to the Variable Insurance Amount. This is necessary in order for
the Certificate to meet the current federal tax definition of life insurance,
which places limitations on the amount of premiums that may be paid and the Cash
Values that can accumulate relative to the death benefit. The factors used to
determine the Variable Insurance Amount depend on the testing procedure chosen
and are in the Certificate.
Under the GPT, there is also a maximum amount of premium that may be paid
with respect to each Certificate.
Use of the CVAT can be advantageous if you intend to maximize the total
amount of premiums paid under a Certificate. An offsetting consideration,
however, is that the factors we use to determine the Variable Insurance Amount
are higher under the CVAT, which can result in a higher death benefit over time
and a higher total cost of insurance.
DEATH BENEFITS OPTIONS -- Regardless of the minimum death benefit testing
procedure chosen, there are two death
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12 HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
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benefit options: Death Benefit Option A and Death Benefit Option B.
1. Under Death Benefit Option A, the death benefit is the greater of (a) the
Face Amount and (b) the Variable Insurance Amount.
2. Under Death Benefit Option B, the death benefit is the greater of (a) the
Face Amount plus the Cash Value and (b) the Variable Insurance Amount.
Regardless of which death benefit option you select, the maximum amount
payable will be the Death Proceeds.
OPTION CHANGE
While the Certificate is in force, you may change the death benefit option
you selected. You must make your request to change your death benefit option in
writing and during the lifetime of the Insured.
CHANGE FROM OPTION A TO OPTION B -- If the change is from Death Benefit
Option A to Death Benefit Option B, the Insured must provide us with
satisfactory evidence of insurability. The Face Amount after the change will be
equal to the Face Amount before the change, less the Cash Value on the effective
date of the change.
CHANGE FROM OPTION B TO OPTION A -- If the change is from Death Benefit
Option B to Death Benefit Option A, the Face Amount after the change will be
equal to the Face Amount before the change plus the Cash Value on the effective
date of change.
Any change in the selection of a death benefit option will become effective
at the beginning of the Coverage Month following our approval of the change. We
will notify you when we have made the change.
PAYMENT OPTIONS -- We may pay the Death Proceeds under the Certificate in a
lump sum or we may apply the proceeds to one of our payment options. The minimum
amount that may be placed under a payment option is $5,000 unless we consent to
a lesser amount. Once payments under payment options 2, 3 or 4 begin, you may
not surrender the Certificate to receive a lump sum settlement in place of the
life insurance payments. The following options are available under the
Certificate:
FIRST OPTION -- Interest Income
Payments of interest at the rate we declare, but not less than 3% per year,
on the amount applied under this option.
SECOND OPTION -- Income of Fixed Amount
Equal payments of the amount chosen until the amount applied under this
option, with interest of not less than 3% per year, is exhausted. The final
payment will be for the balance remaining.
THIRD OPTION -- Payments for a Fixed Period
An amount payable monthly for the number of years selected which may be from
1 to 30 years.
FOURTH OPTION -- Life Income
LIFE ANNUITY -- an annuity payable monthly during the lifetime of the
annuitant and terminating with the last monthly payment due preceding the
death of the annuitant. Under this option, it is possible that only one
monthly annuity payment would be made, if the annuitant died before the second
monthly annuity payment was due.
LIFE ANNUITY WITH 120 MONTHLY PAYMENTS CERTAIN -- an annuity providing monthly
income to the annuitant for a fixed period of 120 months and for as long
thereafter as the annuitant shall live.
The fourth payment option is based on the 1983a Individual Annuity Mortality
Table set back one year and a net investment rate of 3% per annum. The amount of
each payment under this option will depend upon the age of the annuitant at the
time the first payment is due. If any periodic payment due any payee is less
than $200, we may make payments less often. The first, second and third payment
options are based on a net investment rate of 3% per annum. We may, however,
from time to time, at our discretion if mortality appears more favorable and
interest rates justify, apply other tables that will result in higher monthly
payments for each $1,000 applied under one or more of the four payment options.
We may agree to other arrangements for income payments.
INCREASES AND DECREASES IN FACE AMOUNT -- In most cases, the minimum Face
Amount of the Certificate is $50,000. At any time after purchasing a
Certificate, you may request a change in the Face Amount by making a written
request to us at our Customer Service Center.
You must request an increase in the Face Amount in writing to us. All
requests are subject to evidence of insurability satisfactory to us and subject
to our current rules. Any increase we approve will be effective on the
Processing Date following the date we approve the request. The Monthly Deduction
Amount on the first Processing Date on or after the effective date of the
increase will reflect a charge for the increase.
A decrease in the Face Amount will be effective on the first Processing Date
following the date we receive the request. Decreases must reduce the Face Amount
by at least $25,000, and the remaining Face Amount generally must not be less
than $50,000. We will apply decreases:
(a) to the most recent increase; then
(b) successively to each prior increase, and then
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HARTFORD LIFE AND ANNUITY INSURANCE COMPANY 13
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(c) to the initial Face Amount.
We reserve the right to limit the number of Face Amount increases or
decreases made under the Certificate to no more than one in any twelve (12)
month period.
BENEFITS AT MATURITY -- If the Insured is living on the coverage maturity
date ("Maturity Date"), we will pay you the Cash Surrender Value on the date you
surrender the Certificate. However, on the Maturity Date, the Certificate will
terminate and we will have no further obligations under the Certificate.
MAKING WITHDRAWALS FROM
THE CERTIFICATE
SURRENDER
At any time prior to the Maturity Date, provided the Certificate is in
effect and has a Cash Surrender Value, you may choose, without the consent of
the beneficiary (provided the designation of the beneficiary is not irrevocable)
to surrender the Certificate and receive the full Cash Surrender Value from us.
To surrender a Certificate, you must submit a written request for surrender to
us. We will determine the Cash Surrender Value as of the Valuation Day we
receive the request, in a written form satisfactory to us, at our Customer
Service Center, or the date that you request, whichever is later.
The Cash Surrender Value is the net amount available upon surrender of the
Certificate and equals the Cash Value, minus Debt, minus any charges accrued but
not yet deducted. We will terminate the Certificate on the date of receipt of
the written request, or the date you request the surrender to be effective,
whichever is later.
We may pay the Cash Surrender Value in cash or you may allocate it to any
other payment option agreed upon by us.
PARTIAL WITHDRAWALS
At any time before the Maturity Date, and subject to our rules then in
effect, we allow twelve (12) partial withdrawals per Coverage Year without
charge. However, we allow only one (1) partial withdrawal between any successive
Processing Dates. The minimum partial withdrawal allowed is $500.00. The maximum
partial withdrawal is an amount equal to the sum of the Cash Surrender Value
plus outstanding Debt, multiplied by .90, minus outstanding Debt.
We currently impose a charge for processing partial withdrawals in excess of
twelve (12) per Coverage Year. This charge is the lesser of:
- - 2% of the amount withdrawn; and
- - $25.00.
A partial withdrawal will reduce the Cash Surrender Value, Cash Value and
Investment Value. Any partial withdrawal will permanently affect the Cash
Surrender Value and may permanently affect the death benefit payable. If Death
Benefit Option A is in effect, we reduce the Face Amount by the amount of the
partial withdrawal. Unless specified otherwise, we will deduct partial
withdrawals on a Pro Rata Basis from the Investment Divisions. A Pro Rata Basis
is an allocation method based on the proportion of the Investment Value in each
Investment Division. You must submit requests for partial withdrawals to us in
writing. The effective date of a partial withdrawal will be the Valuation Day
closest to the date that we receive the request, in writing, at our Customer
Service Center. If your Certificate is deemed to be a modified endowment
contract, a 10% penalty tax may be imposed on income distributed before the
insured attains age 59 1/2. See "Taxes -- Modified Endowment Contracts."
TRANSFERS AMONG
INVESTMENT DIVISIONS
AMOUNT AND FREQUENCY OF TRANSFERS
Upon request and as long as the Certificate is in effect, you may transfer
amounts among the Investment Divisions up to twelve (12) times per Coverage Year
without charge. Transfers in excess of twelve (12) per Coverage Year will be
subject to a charge of $50 per transfer deducted from the amount of the
transfer. You must make transfer requests in writing on a form that we approve
or by telephone in accordance with established procedures. Our rules then in
effect will limit the amounts that you may transfer. The amounts that you
transfer must be in whole percentages of 5% or more, unless otherwise agreed to
by us. Currently, the minimum value of Accumulation Units that you may transfer
from one Investment Division to another is the lesser of:
- - $500; and
- - the total value of the Accumulation Units in the Investment Division.
The value of the remaining Accumulation Units in the Investment Division
must equal at least $500. If, after an ordered transfer, the value of the
remaining Accumulation Units in an Investment Division would be less than $500,
we will transfer the entire remaining amount.
Currently there are no restrictions on transfers other than those described
in this Prospectus. We reserve the right in the future to impose additional
restrictions on transfers.
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14 HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
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TRANSFERS TO OR FROM INVESTMENT DIVISIONS
In the event of a transfer from an Investment Division, we will reduce the
number of Accumulation Units that we credit to that Investment Division. We will
determine the reduction by dividing:
1. the amount transferred by,
2. the Accumulation Unit value for that Investment Division on the Valuation
Day we receive your written request for transfer.
In the event of a transfer to an Investment Division, we will increase the
number of Accumulation Units credited. The increase will equal:
1. the amount transferred divided by,
2. the Accumulation Unit value for that Investment Division determined on the
Valuation Day we receive your written request.
ASSET REBALANCING
Subject to our current rules, you may authorize us to automatically
reallocate Investment Value periodically in order to maintain a particular
percentage allocation among the Investment Divisions that you have selected.
This reallocation is known as Asset Rebalancing. The Investment Value held in
each Investment Division will increase or decrease in value at different rates
during the relevant period. Asset Rebalancing is intended to reallocate
Investment Value from those Investment Divisions that have increased in value to
those that have decreased in value.
To elect Asset Rebalancing, we must receive a written request from you. If
you elect Asset Rebalancing, you must include all Investment Value in the
automatic reallocation. The percentages that you select under Asset Rebalancing
will override any prior percentage allocations that you have chosen and we will
allocate all future Net Premiums accordingly. We will count all transfers made
pursuant to Asset Rebalancing on the same day as one (1) transfer toward the
twelve (12) transfers per Coverage Year that we permit without charge. Once
elected, you may instruct us, in a written form satisfactory to us, at any time
to terminate the option. In addition, we will terminate your participation in
Asset Rebalancing if you make any transfer outside of Asset Rebalancing.
DOLLAR COST AVERAGING
You may elect to allocate your Net Premiums among the Investment Divisions
under the dollar cost averaging option program ("DCA Program"). If you choose to
participate in the DCA Program, we will deposit your Net Premiums into the
Hartford Money Market Investment Division. Each month, we will withdraw amounts
from that Division and allocate them to the other Investment Divisions in
accordance with your allocation instructions. The transfer date will be the
monthly anniversary of your first transfer under your initial DCA election. We
will make the first transfer within five (5) business days after we receive your
initial election, either in writing or by telephone, subject to the telephone
transfer procedures described in this Prospectus.
We will allocate your Net Premium to the Investment Divisions that you
specify, in the proportions that you specify. If, on any transfer date, your
Investment Value that we have allocated to the Hartford Money Market Investment
Division is less than the amount you have elected to transfer, we will terminate
your participation in the DCA Program. Any transfers made in connection with the
DCA Program must be whole percentages of 5% or more, unless we otherwise agree.
In addition, transfers made under the DCA Program count toward the twelve (12)
transfers per coverage year that we permit you without charge.
You may also cancel your DCA election by notifying us in writing.
The main objective of the DCA Program is to minimize the impact of
short-term price fluctuations. The DCA Program allows you to take advantage of
market fluctuations. Since we transfer the same dollar amount to other
Investment Divisions at set intervals, the DCA Program allows you to purchase
more Accumulation Units when prices are low and fewer Accumulation Units when
prices are high. Therefore, you may achieve a lower average cost per
Accumulation Unit over the long-term. However, it is important to understand
that a DCA Program does not assure a profit or protect against loss in a
declining market. If you choose to participate in the DCA Program you should
have the financial ability to continue making investments through periods of low
price levels.
You cannot make transfers under Asset Rebalancing and participate in the DCA
Program at the same time.
PROCEDURES FOR TELEPHONE TRANSFERS
You may make telephone transfers in two ways. You may directly contact a
customer service representative. You may in the future also request access to an
electronic service known as a Voice Response Unit (VRU). The VRU will permit the
transfer of monies among the Investment Divisions and change of the allocation
of future payments. If you intend to conduct telephone transfers through the
VRU, you will be asked to complete a Telephone Authorization Form.
We will undertake reasonable procedures to confirm that instructions
communicated by telephone are genuine. Before a customer service representative
accepts any request, the caller will be asked for his or her social security
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number and address. All calls will also be recorded. A Personal Identification
Number (PIN) will be assigned to all owners who request VRU access. The PIN is
selected by and known only to you. Proper entry of the PIN is required before
any transactions will be allowed through the VRU. Furthermore, all transactions
performed over the VRU, as well as with a customer service representative, will
be confirmed by us through a written letter. Moreover, all VRU transactions will
be assigned a unique confirmation number which will become part of the
Certificate's history. We are not liable for any loss, cost or expense for
action on telephone instructions which are believed to be genuine in accordance
with these procedures.
PROCESSING OF TRANSACTIONS
Generally, we process your transactions only on a Valuation Day. We will
process requests that we receive on a Valuation Day before the close of trading
on the New York Stock Exchange ("NYSE") (generally 4:00 p.m. Eastern Time) on
that same day, except as otherwise indicated in this Prospectus. We will process
requests that we receive after the close of the NYSE as of the next Valuation
Day.
LOANS
As long as the Certificate is in effect, you may obtain without the consent
of the beneficiary (provided the designation of beneficiary is not irrevocable),
a cash Loan from us. The maximum Loan amount is equal to the sum of the Cash
Surrender Value plus outstanding Debt, multiplied by .90, minus outstanding
Debt.
We will transfer the amount of each Loan on a Pro Rata Basis from each of
the Investment Divisions (unless you specify otherwise) to the Loan Account. We
use the Loan Account to ensure that any outstanding Debt remains fully secured
by the Investment Value.
LOAN INTEREST
Interest will accrue daily on outstanding Debt at the adjustable loan
interest rate indicated in the Certificate. We will transfer the difference
between the value of the Loan Account and any outstanding Debt from the
Investment Divisions to the Loan Account on each Certificate Anniversary.
Interest payments are due as shown in the Certificate. If you do not pay
interest within five (5) days of its due date, we will add it to the amount of
the Loan as of its due date.
The maximum adjustable loan interest rate we may charge for Loans is the
greater of:
- - 5%; and
- - the Published Monthly Average for the calendar month two (2) months prior to
the date on which we determine the adjustable loan interest rate.
The Published Monthly Average means the "Moody's Corporate Bond Yield
Average -- Monthly Average Corporate" as published by Moody's Investors Service,
Inc. or any successor to that service. If that monthly average is no longer
published, a substitute average will be used.
CREDITED INTEREST
We will credit interest on amounts in the Loan Account for Coverage Years 1
through 10 at a rate equal to the adjustable loan interest rate, minus 1%. We
will credit interest on amounts in the Loan Account for Coverage Years 11 and
later at a rate equal to the adjustable loan interest rate, minus .20%.
LOAN REPAYMENTS
You can repay any part of or the entire Loan at any time. We will allocate
the amount of the Loan repayment to your chosen Investment Divisions on a Pro
Rata Basis, determined as of the date of the Loan repayment. Unless specified
otherwise, we will treat any additional premium payments that we receive during
the period when a Loan is outstanding as Loan repayments.
TERMINATION DUE TO EXCESSIVE DEBT
If total outstanding Debt equals or exceeds the Cash Surrender Value, the
Certificate will terminate thirty-one (31) calendar days after we have mailed
notice to your last known address and that of any assignees of record. If you do
not make sufficient Loan repayment by the end of this 31-day period, the
Certificate will terminate without value.
EFFECT OF LOANS ON INVESTMENT VALUE
A Loan, whether or not repaid, will have a permanent effect on the
Investment Value because the investment results of each Investment Division will
apply only to the amount remaining in such Investment Divisions. The longer a
Loan is outstanding, the greater the effect is likely to be. The effect could be
favorable or unfavorable. If the Investment Divisions earn more than the annual
interest rate for Funds held in the Loan Account, your Investment Value will not
increase as rapidly as it would have had no Loan been made. If the Investment
Divisions earn less than the Loan Account, your Investment Value will be greater
than it would have been had no Loan been made. Also, if not repaid, the
aggregate amount of outstanding Debt will reduce the Death Proceeds and Cash
Surrender Value.
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16 HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
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LAPSE AND REINSTATEMENT
LAPSE AND GRACE PERIOD
We provide a sixty-one (61) calendar day grace period, from the date we mail
you notice that the Cash Surrender Value is insufficient to pay the charges due
under the Certificate. Unless you have given us written notice of termination in
advance of the date of termination of the Certificate, insurance will continue
in force during this period. You will be liable to us for all unpaid charges due
under the Certificate for the period that the Certificate remains in force.
In the event that total outstanding Debt equals or exceeds the Cash
Surrender Value, the Certificate will terminate thirty-one (31) calendar days
after we have mailed notice to your last known address and that of any assignees
of record. If you do not make sufficient Loan repayment by the end of this
31-day period, the Certificate will end without value.
REINSTATEMENT
Prior to the death of the Insured, and unless (i) the policy is terminated
or (ii) the Certificate has been surrendered for cash, we may reinstate the
Certificate prior to the Maturity Date, provided:
(a) you make your request within three (3) years of the date of lapse. Some
states provide a longer period; and
(b) you submit satisfactory evidence of insurability to us.
We will not require evidence of insurability, if you reinstate your
Certificate within one (1) month after the end of the 61-calendar day grace
period, provided the Insured is alive.
To reinstate your Certificate, you must remit a premium payment large enough
to keep the coverage under the Certificate in force for at least three (3)
months following the date of reinstatement. The Face Amount of the reinstated
Certificate cannot exceed the Face Amount at the time of lapse. The Investment
Value on the reinstatement date will reflect:
(a) The Investment Value at the time of termination; plus
(b) Net Premiums attributable to premiums paid at the time of reinstatement.
Upon reinstatement, you must repay or carry over to the reinstated
certificate any Debt at the time of termination.
TERMINATION OF POLICY
The employer or we may terminate participation in the policy. The party
initiating the termination must provide notice of such termination to each owner
of record, at his or her last known address, at least fifteen (15) days prior to
the date of termination. In the event of such termination, we will not accept
any new enrollment forms for new Insureds on or after the date that we receive
or send notice of discontinuance, whichever is applicable. In addition, we will
not issue any new Certificates. If you discontinue premium payments, we will
continue insurance coverage under the Certificate as long as the Cash Surrender
Value is sufficient to cover the charges due. We will not continue the coverage
under the Certificate beyond attained age 100. Attained age means the Insured's
age on the birthday nearest to the Coverage Date plus the period since the
Coverage Date. In addition, we will not continue any optional benefit rider
beyond the Certificate's date of termination. If the policy is discontinued or
amended to discontinue the eligible class to which an Insured belongs (and if
the coverage on the Insured is not transferred to another insurance carrier),
any Certificate then in effect will remain in force under the discontinued
policy, provided you have not canceled or surrendered it, subject to our
qualifications then in effect. You will then pay Certificate premiums directly
to us.
CONTRACT LIMITATIONS
PARTIAL WITHDRAWALS
We limit you to twelve (12) partial withdrawals per Coverage Year.
TRANSFERS OF ACCOUNT VALUE
We reserve the right to limit the size of transfers and remaining balances
and to limit the number and frequency of transfers among the Investment
Divisions.
FACE AMOUNT INCREASES OR DECREASES
We reserve the right to limit the number of Face Amount increases or
decreases made under the Certificate to no more than one (1) in any twelve (12)
month period.
VALUATION OF PAYMENTS AND TRANSFERS
We value the Certificate on every Valuation Day. We will generally pay Death
Proceeds, Cash Surrender Values, partial withdrawals, and Loan amounts
attributable to the Investment Divisions within seven (7) calendar days after we
receive all the information needed to process the payment unless the New York
Stock Exchange is closed for some reason other than a regular holiday or
Weekend, trading is
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HARTFORD LIFE AND ANNUITY INSURANCE COMPANY 17
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restricted by the Securities and Exchange Commission ("SEC") or the SEC declares
that an emergency exists.
DEFERRAL OF PAYMENTS
We may defer payment of any Cash Surrender Values, withdrawals and loan
amounts that are not attributable to the Investment Divisions for up to six (6)
months from the date of the request. If we defer payment for more than thirty
(30) days, we will pay you interest.
CHANGES TO CONTRACT OR
SEPARATE ACCOUNT
MODIFICATION OF POLICY
The only way we may modify the policy is by a written agreement signed by
our President, or one of our Vice Presidents, Secretaries, or Assistant
Secretaries.
SUBSTITUTION OF FUNDS
We reserve the right to substitute the shares of any other registered
investment company for the shares of any Fund already purchased or to be
purchased in the future by the Separate Account provided that the substitution
has been approved by the Securities and Exchange Commission.
CHANGE IN OPERATION OF THE SEPARATE ACCOUNT
We may modify the operation of the Separate Account to the extent permitted
by law, including deregistration under the securities laws.
SEPARATE ACCOUNT TAXES
Currently, we do not make a charge to the Separate Account for federal,
state and local taxes that may be allocable to the Separate Account. In the
future, we may begin to charge the Separate Account for federal, state and local
taxes if the applicable federal, state or local tax laws that impose tax on us
and/or the Separate Account change. We may make charges for other taxes that are
imposed on the Separate Account.
SUPPLEMENTAL BENEFITS
The following supplemental benefit may be included in a Certificate, subject
to our current restrictions, limitations and state approval.
MATURITY DATE EXTENSION RIDER
We will extend the Maturity Date (the date on which the Certificate will
mature), to the date of death of the Insured. Certain death benefit and premium
restrictions apply. See "Taxes -- Income Taxation of Certificate Benefits."
OTHER MATTERS
REDUCED CHARGES FOR ELIGIBLE GROUPS
We may reduce certain of the charges and deductions described above for
Policies issued in connection with a specific plan, in accordance with our
current internal policies as of the date we approve the application for a
policy. To qualify for such a reduction, a plan must satisfy certain criteria,
e.g., as to size of the plan, expected number of participants and anticipated
premium payment from the plan. Generally, the sales contacts and effort,
administrative costs and mortality cost per policy vary, based on such factors
as the size of the plan, the purposes for which policies are purchased and
certain characteristics of the plan's members. The amount of reduction and the
criteria for qualification will be reflected in the reduced sales effort and
administrative costs resulting from, and the different mortality experience
expected as a result of, sales to qualifying plans. We may modify, from time to
time on a uniform basis, both the amounts of reductions and the criteria for
qualification. Reductions in these charges will not be unfairly discriminatory
against any person, including the affected policy owners invested in the
Separate Account.
OUR RIGHTS
We reserve the right to take certain actions in connection with our
operations and the operations of the Separate Account. We will take these
actions in accordance with applicable laws (including obtaining any required
approval of the Securities and Exchange Commission). If necessary, we will seek
your approval.
Specifically, we reserve the right to:
- - Add or remove any Investment Division;
- - Create new separate accounts;
- - Combine the Separate Account with one or more other separate accounts;
- - Operate the Separate Account as a management investment company under the 1940
Act or in any other form permitted by law;
- - Deregister the Separate Account under the 1940 Act;
- - Manage the Separate Account under the direction of a committee or discharge
such committee at any time;
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18 HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
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- - Transfer the assets of the Separate Account to one or more other separate
accounts; and
- - Restrict or eliminate any of your voting rights or of any other persons who
have voting rights as to the Separate Account.
We also reserve the right to change the name of the Separate Account.
LIMIT ON RIGHT TO CONTEST
We may not contest the validity of the Certificate after it has been in
effect during the Insured's lifetime for two (2) years from the Issue Date. If
we reinstate the Certificate, the 2-year period is measured from the date of
reinstatement. Any increase in the Face Amount as a result of a premium payment
is contestable for 2 years from its effective date. In addition, if the Insured
commits suicide in the 2-year period, or such period as specified in state law,
the death benefit payable will be limited to the premiums paid less any
outstanding Debt and partial withdrawals.
MISSTATEMENT AS TO AGE OR SEX
If the age or sex of the Insured is incorrectly stated, we will
appropriately adjust the amount of all benefits payable, as specified in the
Certificate.
ASSIGNMENT
The Certificate may be assigned as collateral for a loan or other
obligation. We are not responsible for any payment made or action taken before
receipt of written notice of such assignment. You must file proof of interest
with any claim under a collateral assignment.
DIVIDENDS
No dividends will be paid under the Certificates.
YEAR 2000
IN GENERAL
The Year 2000 issue relates to the ability or inability of computer
hardware, software and other information technology (IT) systems, as well as
non-IT systems, such as equipment and machinery with imbedded chips and
microprocessors, to properly process information and data containing or related
to dates beginning with the year 2000 and beyond. The Year 2000 issue exists
because, historically, many IT and non-IT systems that are in use today were
developed years ago when a year was identified using a two-digit date field
rather than a four-digit date field. As information and data containing or
related to the century date are introduced to date sensitive systems, these
systems may recognize the year 2000 as "1900", or not at all, which may result
in systems processing information incorrectly. This, in turn, may significantly
and adversely affect the integrity and reliability of information databases of
IT systems, may cause the malfunctioning of certain non-IT systems, and may
result in a wide variety of adverse consequences to a company. In addition, Year
2000 problems that occur with third parties with which a company does business,
such as suppliers, computer vendors, distributors and others, may also adversely
affect any given company.
The integrity and reliability of Hartford's IT systems, as well as the
reliability of its non-IT systems, are integral aspects of Hartford's business.
Hartford issues insurance policies, annuities, mutual funds and other financial
products to individual and business customers, nearly all of which contain date
sensitive data, such as policy expiration dates, birth dates and premium payment
dates. In addition, various IT systems support communications and other systems
that integrate Hartford's various business segments and field offices. Hartford
also has business relationships with numerous third parties that affect
virtually all aspects of Hartford's business, including, without limitation,
suppliers, computer hardware and software vendors, insurance agents and brokers,
securities broker-dealers and other distributors of financial products, many of
which provide date sensitive data to Hartford, and whose operations are
important to Hartford's business.
INTERNAL YEAR 2000 EFFORTS AND TIMETABLE
Beginning in 1990, Hartford began working on making its IT systems Year 2000
ready, either through installing new programs or replacing systems. Since
January 1998, Hartford's Year 2000 efforts have focused on the remaining Year
2000 issues related to IT and non-IT systems in all of Hartford's business
segments. These Year 2000 efforts include the following five main initiatives:
(1) identifying and assessing Year 2000 issues; (2) taking actions to remediate
IT and non-IT systems so that they are Year 2000 ready; (3) testing IT and
non-IT systems for Year 2000 readiness; (4) deploying such remediated and tested
systems back into their respective production environments; and (5) conducting
internal and external integrated testing of such systems. As of December 31,
1998, Hartford substantially completed initiatives (1) through (4) of its
internal Year 2000 efforts. Hartford is currently performing initiative (5) and
management currently anticipates that such activity will continue into the
fourth quarter of 1999.
THIRD PARTY YEAR 2000 EFFORTS AND TIMETABLE
Hartford's Year 2000 efforts include assessing the potential impact on
Hartford of third parties' Year 2000 readiness. Hartford's third party Year 2000
efforts include the following three main initiatives: (1) identifying third
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HARTFORD LIFE AND ANNUITY INSURANCE COMPANY 19
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parties which have significant business relationships with Hartford, including,
without limitation, insurance agents, brokers, third party administrators, banks
and other distributors and servicers of financial products, and inquiring of
such third parties regarding their Year 2000 readiness; (2) evaluating such
third parties' responses to Hartford's inquiries; and (3) based on the
evaluation of third party responses (or a third party's failure to respond) and
the significance of the business relationship, conducting additional activities
with respect to third parties as determined to be necessary in each case. These
activities may include conducting additional inquiries, more in-depth
evaluations of Year 2000 readiness and plans, and integrated IT systems testing.
Hartford has substantially completed the first third party initiatives (1) and
(2). Hartford is currently conducting the additional activities described in
initiative (3) and management currently anticipates that it will continue to do
so through the end of 1999. However, notwithstanding these third party Year 2000
efforts, Hartford does not have control over these third parties and, as a
result, Hartford cannot currently determine to what extent future operating
results may be adversely affected by the failure of these third parties to
adequately address their Year 2000 issues.
YEAR 2000 COSTS
The after-tax costs of Hartford's Year 2000 program that were incurred prior
to the year ended December 31, 1998 were not material to Hartford's financial
condition or results of operations. For the year ended December 31, 1998, the
after-tax costs were approximately $4 million. Management currently estimates
that after-tax costs related to the Year 2000 program to be incurred in 1999
will be less than $10 million. These costs are being expensed as incurred.
RISKS AND CONTINGENCY PLANS
If significant Year 2000 problems arise, including problems arising with
third parties, failures of IT and non-IT systems could occur, which in turn
could result in substantial interruptions in Hartford's business. In addition,
Hartford's investing activities are an important aspect of its business and
Hartford may be exposed to the risk that issuers of investments held by it will
be adversely impacted by Year 2000 issues. Given the uncertain nature of Year
2000 problems that may arise, especially those related to the readiness of third
parties discussed above, management cannot determine at this time whether the
consequences of Year 2000 related problems that could arise will have a material
impact on Hartford's financial condition or results of operations.
Hartford has substantially completed the development of certain contingency
plans so that if, despite its Year 2000 efforts, Year 2000 problems ultimately
arise, the impact of such problems may be avoided or minimized. The contingency
planning process involved identifying reasonably likely business disruption
scenarios that, if they were to occur, could create significant problems in
critical functions of Hartford. Hartford has developed plans to respond to such
problems so that critical business functions may continue to operate with
minimal disruption. Contingency planning also included assessing the dependency
of business functions on critical third parties and their Year 2000 readiness.
These plans will then be reviewed and tested on an integrated basis for the
remainder of the year. Furthermore, in many contexts, Year 2000 issues are
dynamic, and ongoing assessments of business functions, vulnerabilities and
risks must be made. As such, new contingency plans may be needed in the future
and/or existing plans may need to be modified as circumstances warrant.
TAXES
GENERAL
Since federal tax law is complex, the tax consequences of purchasing this
policy will vary depending on your situation. You may need tax or legal advice
to help you determine whether purchasing this policy is right for you.
Our general discussion of the tax treatment of this policy is based on our
understanding of federal income tax laws as they are currently interpreted. A
detailed description of all federal income tax consequences regarding the
purchase of this policy cannot be made in the prospectus. We also do not discuss
state, municipal or other tax laws that may apply to this policy. For detailed
information, you should consult with a qualified tax adviser familiar with your
situation.
TAXATION OF HARTFORD AND
THE SEPARATE ACCOUNT
The Separate Account is taxed as a part of Hartford, which is taxed as a
life insurance company under Part 1 of Subchapter L of Chapter 1 of the Internal
Revenue Code ("Code"). Accordingly, the Separate Account will not be taxed as a
"regulated investment company" under Subchapter M of the Code. Investment income
and realized capital gains on the assets of the Separate Account (the underlying
Investment Divisions) are reinvested and are taken into account in determining
the value of the Accumulation Units (see "Death Benefits and Policy Values --
Values Under the Certificate"). As a result, such investment income and realized
capital gains are automatically applied to increase reserves under the
Certificate.
Hartford does not expect to incur any Federal income tax on the earnings or
realized capital gains attributable to the Separate Account. Based upon these
expectations, no
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20 HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
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charge is currently being made to the Separate Account for Federal income taxes.
If Hartford incurs income taxes attributable to the Separate Account or
determines that such taxes will be incurred, it may assess a charge for taxes
against the Separate Account.
INCOME TAXATION OF CERTIFICATE BENEFITS
For Federal income tax purposes, the Certificates should be treated as life
insurance policies under Section 7702 of the Code. The death benefit under a
life insurance policy is excluded from the gross income of the beneficiary.
Also, a life insurance policy owner is not taxed on increments in the policy
value until the policy is partially or completely surrendered. Section 7702
limits the amount of premiums that may be invested in a policy that is treated
as life insurance. Hartford intends to monitor premium levels to assure
compliance with the Section 7702 standards.
During the first fifteen policy years, an "income first" rule generally
applies to any distribution of cash that is required under Code Section 7702
because of a reduction in benefits under the Certificate.
Hartford also believes that any Loan received under a Certificate will be
treated as Debt of the owner, and that no part of any Loan under a Certificate
will constitute income to the owner. A surrender or assignment of the
Certificate may have tax consequences depending upon the circumstances. Owners
should consult qualified tax advisers concerning the effect of such changes.
Federal, state, and local estate tax, inheritance, and other tax
consequences of ownership or receipt of Certificate proceeds depend on the
circumstances of each owner or beneficiary.
The Maturity Date Extension Rider allows an owner to extend the Maturity
Date to the date of the death of the Insured. Although Hartford believes that
the Certificate will continue to be treated as a life insurance contract for
federal income tax purposes after the scheduled Maturity Date, due to the lack
of specific guidance on this issue, this result is not certain. If the
Certificate is not treated as a life insurance contract for federal income tax
purposes after the Maturity Date, among other things, the Death Proceeds may be
taxable to the recipient. The owner should consult a competent tax adviser
regarding the possible adverse tax consequences resulting from an extension of
the scheduled Maturity Date.
MODIFIED ENDOWMENT CONTRACTS
Code Section 7702A applies an additional test, the "seven-pay" test, to life
insurance contracts. A modified endowment contract is a life insurance policy
which satisfies the Section 7702 definition of life insurance but fails the
seven-pay test of Section 7702A. A policy fails the seven-pay test if the
accumulated amount paid into the Certificate at any time during the first seven
Coverage Years exceeds the sum of the net level premiums that would have been
paid up to that point if the Certificate provided for paid-up future benefits
after the payment of seven level annual premiums. Computational rules for the
seven-pay test are described in Section 7702A(c).
A policy that is classified as a modified endowment contract is eligible for
certain aspects of the beneficial tax treatment accorded to life insurance. That
is, the death benefit is excluded from income and increments in value are not
subject to current taxation. However, withdrawals and loans from a modified
endowment contract are treated first as income, then as a recovery of basis.
Taxable withdrawals are subject to a 10% additional tax. Generally, only
distributions and loans made in the first year in which a policy becomes a
modified endowment contract, and in subsequent years, are taxable. However,
distributions and loans made in the two years prior to a policy's failing the
seven-pay test are deemed to be in anticipation of failure and are subject to
tax. In addition, if there is a reduction in benefits under the Certificate
within the first seven Coverage years, the seven-pay test is applied as if the
Certificate had initially been issued at the reduced benefit level. Any
reduction in benefits attributable to the nonpayment of premiums will not be
taken into account for purposes of the seven-pay test if the benefits are
reinstated within 90 days after the reduction.
If the Certificate satisfies the seven-pay test for seven years,
distributions and loans made thereafter will not be subject to the modified
endowment contract rules, unless the Certificate is changed materially. The
seven-pay test will be applied anew at any time the Certificate undergoes a
material change, which includes an increase in the Face Amount.
Before assigning, pledging, or requesting a Loan under a Certificate that is
a modified endowment contract, an owner should consult a qualified tax adviser.
All modified endowment contracts that are issued within any calendar year to
the same policy owner by one company or its affiliates shall be treated as one
modified endowment contract for the purpose of determining the taxable portion
of any loan or distribution.
Hartford has instituted procedures to monitor whether a Certificate may
become a modified endowment contract after issue.
DIVERSIFICATION REQUIREMENTS
The Code requires that investments supporting your policy be adequately
diversified. Code Section 817 provides that a variable life insurance contract
will not be treated as a life insurance contract for any period during which the
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HARTFORD LIFE AND ANNUITY INSURANCE COMPANY 21
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investments made by the separate account or underlying fund are not adequately
diversified. If a policy is not treated as a life insurance contract, the policy
owner will be subject to income tax on annual increases in cash value.
The Treasury Department's diversification regulations require, among other
things, that:
- - no more than 55% of the value of the total assets of the segregated asset
account underlying a variable contract is represented by any one investment,
- - no more than 70% is represented by any two investments,
- - no more than 80% is represented by any three investments and
- - no more than 90% is represented by any four investments.
In determining whether the diversification standards are met, all securities
of the same issuer, all interests in the same real property project, and all
interests in the same commodity are each treated as a single investment. In the
case of government securities, each government agency or instrumentality is
treated as a separate issuer.
A separate account must be in compliance with the diversification standards
on the last day of each calendar quarter or within 30 days after the quarter
ends. If an insurance company inadvertently fails to meet the diversification
requirements, the company may still comply within a reasonable period and avoid
the taxation of contract income on an ongoing basis. However, either the company
or the policy owner must agree to pay the tax due for the period during which
the diversification requirements were not met.
We monitor the diversification of investments in the separate accounts and
test for diversification as required by the Code. We intend to administer all
policies subject to the diversification requirements in a manner that will
maintain adequate diversification.
OWNERSHIP OF THE ASSETS
IN THE SEPARATE ACCOUNT
In order for a variable life insurance contract to qualify for tax deferral,
assets in the separate accounts supporting the contract must be considered to be
owned by the insurance company and not by the policy owner. It is unclear under
what circumstances an investor is considered to have enough control over the
assets in the separate account to be considered the owner of the assets for tax
purposes.
The IRS has issued several rulings discussing investor control. These
rulings say that certain incidents of ownership by the policy owner, such as the
ability to select and control investments in a separate account, will cause the
policy owner to be treated as the owner of the assets for tax purposes.
In its explanation of the diversification regulations, the Treasury
Department recognized that the temporary regulations "do not provide guidance
concerning the circumstances in which investor control of the investments of a
segregated asset account may cause the investor, rather than the insurance
company, to be treated as the owner of the assets in the account." The
explanation further indicates that "the temporary regulations provide that in
appropriate cases a segregated asset account may include multiple sub-accounts,
but do not specify the extent to which policyholders may direct their
investments to particular sub-accounts without being treated as the owners of
the underlying assets. Guidance on this and other issues will be provided in
regulations or revenue rulings under Section 817(d), relating to the definition
of variable policy."
The final regulations issued under Section 817 did not provide guidance
regarding investor control, and as of the date of this prospectus, guidance has
yet to be issued. We do not know if additional guidance will be issued. If
guidance is issued, we do not know if it will have a retroactive effect.
Due to the lack of specific guidance on investor control, there is some
uncertainty about when a policy owner is considered the owner of the assets for
tax purposes. We reserve the right to modify the policy, as necessary, to
prevent you from being considered the owner of assets in the separate account.
TAX DEFERRAL DURING ACCUMULATION PERIOD
Under existing provisions of the Code, except as described below, any
increase in an owner's Investment Value is generally not taxable to the Policy
Owner unless amounts are received (or are deemed to be received) under the
Policy prior to the Insured's death. If the Policy is surrendered or matures,
the amount received will be includable in the Policy Owner's income to the
extent that it exceeds the Policy Owner's "investment in the contract." (If
there is any debt at the time of a surrender, then such debt will be treated as
an amount distributed to the owner.) The "investment in the contract" is the
aggregate amount of premium payments and other consideration paid for the
Policy, less the aggregate amount received previously under the Policy to the
extent such amounts received were excluded from gross income. Whether partial
withdrawals (or other such amounts deemed to be distributed) from the Policy
constitute income to the Policy Owner depends, in part, upon whether the Policy
is considered a modified endowment policy for Federal income tax purposes.
FEDERAL INCOME TAX WITHHOLDING
If any amounts are deemed to be current taxable income to the owner, such
amounts will be subject to
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22 HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
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Federal income tax withholding and reporting, pursuant to Section 3405 of the
Internal Revenue Code.
OTHER TAX CONSIDERATIONS
Qualified tax advisers should be consulted concerning the estate and gift
tax consequences of Certificate ownership and distributions under federal, state
and local law.
PERFORMANCE RELATED INFORMATION
The Separate Account may advertise certain performance related information
concerning its Investment Divisions. Performance information about an Investment
Division is based on the Investment Division's past performance only and is no
indication of future performance.
Each Investment Division may include total return in advertisements, sales
literature, and other promotional materials. When an Investment Division
advertises its total return, it will usually be calculated for one year, three
years, five years, and ten years or some other relevant periods if the
Investment Division has not been in existence for at least ten years. Total
return may also be calculated for the most recent fiscal quarter and for the
period since underlying fund inception. Total return is measured by comparing
the value of an investment in the Investment Division at the beginning of the
relevant period to the value of the investment at the end of the period.
If applicable, the Investment Divisions may advertise yield in addition to
total return. The yield will be computed in the following manner: The net
investment income per unit earned during a recent one month period is divided by
the unit value on the last day of the period. This figure reflects the
Certificate charges described below.
The Investment Division investing in the Hartford Money Market HLS Fund may
advertise yield and effective yield. The yield of an Investment Division is
based upon the income earned by the Investment Division over a seven-day period
and then annualized, i.e., the income earned in the period is assumed to be
earned every seven days over a 52-week period and stated as a percentage of the
investment. Effective yield is calculated similarly, but when annualized, the
income earned by the investment is assumed to be reinvested in Division units
and thus compounded in the course of a 52-week period. Yield reflects the
Certificate charges described below.
Total return for an Investment Division includes deductions for the maximum
sales load charge, mortality and expense risk charge, DAC tax charge, and the
administrative expense charge, and is therefore lower than total return at the
Portfolio level, where there are no comparable charges. The performance results
do not reflect the cost of insurance or any state or local premium taxes. If
these charges were included, the total return figures would be lower. Total
return may also be calculated to include deductions for Separate Account
charges, but not include deductions for the sales load charge, DAC tax charge or
any state or local premium taxes. If reflected, the total return figures would
reduce the performance quoted. Yield for an Investment Division includes all
recurring charges (except sales charges) and is therefore lower than yield at
the Portfolio level, where there are no comparable charges.
We may provide information on various topics to current and prospective
owners in advertising, sales literature or other materials. These topics may
include the relationship between sectors of the economy and the economy as a
whole and its effect on various securities markets, investment strategies and
techniques (such as value investing, dollar cost averaging and asset
allocation), plan and trust arrangements, the advantages and disadvantages of
investing in tax-advantaged and taxable instruments, current and prospective
owner profiles and hypothetical purchase scenarios, financial management and tax
and retirement planning, and investment alternatives, including comparisons
between the Certificates and the characteristics of and market for such
alternatives.
LEGAL PROCEEDINGS
The Separate Account is not a party to any pending material legal
proceedings.
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HARTFORD LIFE AND ANNUITY INSURANCE COMPANY 23
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GLOSSARY OF SPECIAL TERMS
As used in this Prospectus, the following terms have the indicated meanings:
ACCUMULATION UNIT: A unit of measure we use to calculate the value of an
Investment Division.
CASH SURRENDER VALUE: The Cash Value, minus Debt, minus accrued charges that we
have not deducted.
CASH VALUE: The Investment Value plus the Loan Account Value.
CERTIFICATE: The form evidencing and describing your rights, benefits, and
options under the Policy. The Certificate will describe, among other things, (i)
the benefits payable upon the death of the named Insured, (ii) to whom the
benefits are payable and (iii) the limits and other terms of the policy as they
pertain to the Insured.
CERTIFICATE ANNIVERSARY: An anniversary of the Coverage Date.
COVERAGE DATE: The date insurance under the Certificate is effective as to an
Insured and from which we determine Coverage Months and Coverage Years.
COVERAGE MONTH(S): The 1-month period and each successive 1-month period
following the Coverage Date.
COVERAGE YEAR(S): The 12-month period and each successive 12-month period
following the Coverage Date.
CUSTOMER SERVICE CENTER: The service area of Hartford Life and Annuity Insurance
Company located at 100 Campus Drive, Suite 250, Florham Park, New Jersey 07932.
DEATH PROCEEDS: The amount that we will pay on the death of the Insured. This
equals the death benefit minus any outstanding Debt plus any rider benefits
payable.
DEBT: The aggregate amount of outstanding Loans, plus any interest accrued at
the adjustable loan interest rate.
FACE AMOUNT: The minimum death benefit as long as the Certificate is in force.
We specify the Face Amount you chose on your Certificate. We may change the Face
Amount after certificate issuance on your request or due to a change in death
benefit option or a partial withdrawal.
FUNDS: The underlying investment vehicles for the Separate Account. Each Fund is
a registered management investment company, and may be divided into series of
Portfolios.
HARTFORD OR US OR WE OR OUR: Hartford Life and Annuity Insurance Company.
INSURED: The person on whose life we issue the Certificate. We identify the
Insured in the Certificate.
INVESTMENT DIVISION: A separate division of the Separate Account which invests
exclusively in the shares of a specified Portfolio of a Fund.
INVESTMENT VALUE: The sum of the values of assets in the Investment Divisions
under the Certificate.
LOAN: Any amount borrowed against the Investment Value under the Certificate.
LOAN ACCOUNT: An account in our general account, established for any amounts
transferred from the Investment Divisions for requested loans. The Loan Account
credits a fixed rate of interest that is not based on the investment experience
of the Separate Account.
LOAN ACCOUNT VALUE: The amounts of the Investment Value transferred to (or from)
our general account to secure Loans, plus interest accrued at the daily
equivalent of an annual rate equal to the adjustable loan interest rate actually
charged, reduced by not more than 1%.
MONTHLY DEDUCTION AMOUNT: The fees and charges deducted from the Investment
Value on the Processing Date.
NET PREMIUM: The amount of premium credited to the Investment Divisions.
PORTFOLIO: A division or series of a Fund that serves as the underlying
investment vehicle of an Investment Division of the Separate Account. Each
Investment Division purchases shares of a Portfolio of a Fund.
PROCESSING DATE(S): The day(s) on which we deduct charges from the Investment
Value. The first Processing Date is the Coverage Date. There is a Processing
Date each month. Later Processing Dates are on the same calendar day as the
Coverage Date, or on the last day of any month which has no such calendar date.
VALUATION DAY: Every day the New York Stock Exchange is open for trading. The
value of the Separate Account is determined at the close of the New York Stock
Exchange (generally 4:00 p.m. Eastern Time) on such days.
VALUATION PERIOD: The period between the close of business on successive
Valuation Days.
VARIABLE INSURANCE AMOUNT: The Cash Value multiplied by the applicable variable
insurance factor provided in the Certificate.
YOU OR YOUR: The person or legal entity designated as the owner in the
enrollment form or as subsequently changed. This person or legal entity may be
someone other than the Insured. You possess all rights under the policy with
respect to the Certificate.
<PAGE>
24 HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
WHERE YOU CAN FIND MORE INFORMATION
You can call your representative with questions or write to us at:
International Corporate Marketing Group
Attn: Registered Products
100 Campus Drive, Suite 250
Florham Park, NJ 07932
The Statement of Additional Information, which is attached to this
prospectus, contains more information about this life insurance policy. Like
this prospectus, it is filed with the Securities and Exchange Commission. You
should read the Statement of Additional Information because you are bound by the
terms contained in it.
We file other information with the Securities and Exchange Commission. You
may read and copy any document we file at the SEC's public reference room in
Washington, DC 20549-6009. Please call the SEC at 1-800-SEC-0330 for further
information. Our SEC filings are also available to the public at the SEC's web
site at http://www.sec.gov.
<PAGE>
PART B
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
STATEMENT OF ADDITIONAL INFORMATION
ICMG REGISTERED VARIABLE LIFE SEPARATE ACCOUNT ONE
OMNISOURCE II
This Statement of Additional Information is not a prospectus. We will send
you a prospectus if you write us at International Corporate Marketing Group,
Attn: Registered Products, 100 Campus Drive, Suite 250, Florham Park, NJ 07932.
DATE OF PROSPECTUS:
DATE OF STATEMENT OF ADDITIONAL INFORMATION:
<PAGE>
2 HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
GENERAL INFORMATION AND HISTORY....................................... 3
SERVICES.............................................................. 6
EXPERTS............................................................... 6
DISTRIBUTION OF THE POLICIES.......................................... 6
ADDITIONAL INFORMATION ABOUT CHARGES.................................. 6
ILLUSTRATION OF BENEFITS.............................................. 8
FINANCIAL STATEMENTS..................................................
</TABLE>
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION 3
- --------------------------------------------------------------------------------
GENERAL INFORMATION
AND HISTORY
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY ("HARTFORD")
Hartford Life and Annuity Insurance Company is a stock life insurance
company engaged in the business of writing life insurance and annuities, both
individual and group, in all states of the United States, the District of
Columbia and Puerto Rico, except New York. On January 1, 1998, Hartford's name
changed from ITT Hartford Life and Annuity Insurance Company to Hartford Life
and Annuity Insurance Company. We were originally incorporated under the laws of
Wisconsin on January 9, 1956, and subsequently redomiciled to Connecticut. Our
offices are located in Simsbury, Connecticut; however, our mailing address is
P.O. Box 2999, Hartford, CT 06104-2999.
Hartford Life and Annuity Insurance Company is controlled by Hartford Life
Insurance Company, which is controlled by Hartford Life & Accident Insurance
Company, which is controlled by Hartford Life Inc., which is controlled by
Hartford Accident & Indemnity Company, which is controlled by Hartford Fire
Insurance Company, which is controlled by Nutmeg Insurance Company, which is
controlled by The Hartford Financial Services Group, Inc. Each of these
companies is engaged in the business of insurance and financial services.
The following table shows a brief description of the business experience of
officers and directors of Hartford Life and Annuity Insurance Company:
<TABLE>
<CAPTION>
POSITION WITH HARTFORD; OTHER BUSINESS PROFESSION, VOCATION OR EMPLOYMENT
NAME YEAR OF ELECTION FOR PAST FIVE YEARS; OTHER DIRECTORSHIPS
- --------------------------- ------------------------------------- ----------------------------------------------------------------
<S> <C> <C>
Wendell J. Bossen Vice President, 1995** Vice President (1992-Present), Hartford Life and Accident
Insurance Company; Vice President (1992-Present), Hartford
Life Insurance Company; President (1992-Present),
International Corporate Marketing Group, Inc.
Gregory A. Boyko Senior Vice President, Vice President & Controller (1995-1997), Hartford Life Insurance
Director, 1997* Company; Director (1997-Present); Senior Vice President
(1997-Present), Chief Financial Officer & Treasurer
(1997-1998); Vice President & Controller (1995-1997), Hartford
Life and Accident Insurance Company; Director (1997-Present);
Senior Vice President, Chief Financial Officer & Treasurer
(1997-Present); Vice President and Controller (1995-1997),
Hartford Life Insurance Company; Senior Vice President, Chief
Financial Officer & Treasurer (1997-Present), Hartford Life,
Inc.; Chief Financial Officer (1994-1995), IMG American Life;
Senior Vice President (1992-1994), Connecticut Mutual Life
Insurance Company.
Peter W. Cummins Senior Vice President, 1997 Vice President (1993-1997), Hartford; Senior Vice President,
(1997-Present); Vice President (1989-1997), Hartford Life and
Accident Insurance Company; Senior Vice President
(1997-Present); Vice President (1989-1997); Senior Vice
President (1997-Present); Vice President (1989-1997), Hartford
Life Insurance Company.
Timothy M. Fitch Vice President, 1995 Vice President (1995-Present); Actuary (1994-Present); Assistant
Actuary, 1997 Vice President (1992-1995), Hartford Life and Accident
Insurance Company; Vice President (1995-Present); Actuary
(1994-Present); Assistant Vice President (1992-1995), Hartford
Life Insurance Company.
</TABLE>
<PAGE>
4 HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
POSITION WITH HARTFORD; OTHER BUSINESS PROFESSION, VOCATION OR EMPLOYMENT
NAME YEAR OF ELECTION FOR PAST FIVE YEARS; OTHER DIRECTORSHIPS
- --------------------------- ------------------------------------- ----------------------------------------------------------------
<S> <C> <C>
Mary Jane B. Fortin Vice President & Chief Accounting Vice President & Chief Accounting Office (1998-Present),
Officer, 1998 Hartford Life Insurance Company; Vice President & Chief
Accounting Officer, (1998-Present), Royal Life Insurance
Company of America; Vice President & Chief Accounting Officer
(1998-Present) Alpine Life Insurance Company; Chief Accounting
Officer (1997-Present), Hartford Life, Inc.; Director, Finance
(1995-1997), Value Health, Inc.; Senior Manager (1993-1995),
Coopers and Lybrand; Audit Manager (1993-1996) Arthur Andersen
& Co.
David T. Foy Senior Vice President & Senior Vice President (1998-Present), Vice President (1998),
Treasurer, 1998 Assistant Vice President (1995-1998), Hartford; Senior Vice
President (1998-Present), Hartford Life and Accident Insurance
Company; Director, Strategic Planning Corporate Finance
(1995-1996), IA Product Development (1994-1995), Hartford;
Various Actuarial Roles (1989-1993) Milliman & Robertson.
Lynda Godkin Senior Vice President, 1997 Assistant General Counsel and Secretary (1994-1995), Hartford;
General Counsel, 1996 Director (1997-Present); Senior Vice President (1997-Present);
Corporate Secretary, 1996 General Counsel (1996-Present); Corporate Secretary
Director, 1997* (1995-Present); Associate General Counsel (1995-1996);
Assistant General Counsel and Secretary (1994-1995); Counsel
(1990-1994), Hartford Life and Accident Insurance Company;
Senior Vice President (1997-Present); General Counsel
(1996-Present); Corporate Secretary (1995-Present); Director
(1997-Present); Associate General Counsel (1995-1996);
Assistant General Counsel and Secretary (1994-1995); Counsel
(1990-1994), Hartford Life Insurance Company; Vice President
and General Counsel (1997-Present), Hartford Life, Inc.
Lois W. Grady Senior Vice President, 1998 Vice President (1994-1998), Hartford; Senior Vice President
Vice President, 1994 (1998-Present); Vice President (1993-1997); Assistant Vice
President (1987-1993), Hartford Life and Accident Insurance
Company; Senior Vice President (1998-Present); Vice President
(1994-1997); Assistant Vice President (1987-1994), Hartford
Life Insurance Company.
Stephen T. Joyce Vice President, 1997 Assistant Vice President (1995-1997), Hartford; Assistant Vice
President (1994-1997), Hartford Life and Accident Insurance
Company; Vice President (1997-Present); Assistant Vice
President (1994-1997), Hartford Life Insurance Company.
Michael D. Keeler Vice President, 1998 Vice President (1998-Present); Hartford Life and Accident
Insurance Company; Vice President (1995-1997), Providian
Insurance; Supervisor/ Manager (1985-1995), U.S. West
Communications.
</TABLE>
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION 5
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
POSITION WITH HARTFORD; OTHER BUSINESS PROFESSION, VOCATION OR EMPLOYMENT
NAME YEAR OF ELECTION FOR PAST FIVE YEARS; OTHER DIRECTORSHIPS
- --------------------------- ------------------------------------- ----------------------------------------------------------------
<S> <C> <C>
Robert A. Kerzner Senior Vice President, 1998 Senior Vice President (1998-Present); Vice President
Vice President, 1997 (1994-1998), Hartford; Senior Vice President (1998-Present);
Vice President (1994-1997); Regional Vice President
(1991-1994), Hartford Life Insurance Company.
Thomas M. Marra Executive Vice President, 1996 Senior Vice President (1993-1996); Director of Individual
Director, Individual Life and Annuities (1991-1993), Hartford; Director (1994-Present);
Annuity Division, 1993 Executive Vice President (1995-Present); Director, Individual
Director, 1994* Life and Annuity Division (1994-Present); Senior Vice
President (1994-1995); Vice President (1989-1994); Actuary
(1987-1997), Hartford Life and Accident Insurance Company;
Director (1994-Present); Executive Vice President
(1995-Present); Director, Individual Life and Annuity Division
(1994-Present); Senior Vice President (1994-1995); Vice
President (1989-1994); Actuary (1987-1995), Hartford Life
Insurance Company; Executive Vice President, Individual Life
and Annuities (1997-Present), Hartford Life, Inc.
Steven L. Matthieson Vice President, 1984 Director of New Business (1984-1997), Hartford.
Craig R. Raymond Senior Vice President, 1997 Vice President (1993-1997); Assistant Vice President
Chief Actuary, 1994 (1992-1993); Actuary (1989-1994), Hartford; Senior Vice
President (1997-Present); Chief Actuary (1995-Present); Vice
President (1993-1997); Actuary (1990-1995), Hartford Life and
Accident Insurance Company; Senior Vice President
(1997-Present); Chief Actuary (1994-Present); Vice President
(1993-1997); Assistant Vice President (1992-1993); Actuary
(1989-1994), Hartford Life Insurance Company; Vice President
and Chief Actuary (1997-Present), Hartford Life, Inc.
Lowndes A. Smith President, 1989 Chief Operating Officer (1989-1997), Hartford; Director
Chief Executive Officer, 1997 (1981-Present); President (1989-Present); Chief Executive
Director, 1985* Officer (1997-Present); Chief Operating Officer (1989-1997),
Hartford Life and Accident Insurance Company; Director
(1981-Present); President (1989-Present), Chief Executive
Officer (1997-Present); Chief Operating Officer (1989-1997),
Hartford Life Insurance Company; Chief Executive Officer and
President and Director (1997-Present), Hartford Life, Inc.
David M. Znamierowski Senior Vice President, 1997 Vice President (1997) Senior Vice President (1997) Director,
Director, 1998* Risk Management Strategy (1996) Director (1998), Hartford;
Director (1998-Present); Senior Vice President (1997-Present);
Hartford Life and Accident Insurance Company; Vice President,
Investment Strategy (1997-Present), Hartford Life, Inc.; Vice
President, Investment Strategy & Policy (1991-1996), Aetna
Life and Casualty.
</TABLE>
- ---------
* Denotes date of election to Board of Directors of Hartford.
** Affiliated Company of The Hartford Financial Services Group, Inc.
Unless otherwise indicated, the principal business address of each the above
individuals is P.O. Box 2999, Hartford, CT 06104-2999.
<PAGE>
6 HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
ICMG REGISTERED VARIABLE LIFE SEPARATE ACCOUNT ONE was established as a
separate account under Connecticut law on October 9, 1995. The Separate Account
is classified as a unit investment trust registered with the Securities and
Exchange Commission under the Investment Company Act of 1940.
SERVICES
SAFEKEEPING OF ASSETS -- Title to the assets of the Separate Account is held
by Hartford. The assets are kept physically segregated and are held separate and
apart from Hartford's general corporate assets. Records are maintained of all
purchases and redemptions of Fund shares held in each of the Investment
Divisons.
EXPERTS
INDEPENDENT PUBLIC ACCOUNTANTS -- The audited financial statements included
in this registration statement have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their reports with respect
thereto, and are included herein in reliance upon the authority of said firm as
experts in giving said reports. Reference is made to the report on the statutory
financial statements of Hartford Life and Annuity Insurance Company which states
the statutory financial statements are presented in accordance with statutory
accounting practices prescribed or permitted by the National Association of
Insurance Commissioners and the State of Connecticut Insurance Department, and
are not presented in accordance with generally accepted accounting principles.
The principal business address of Arthur Andersen LLP is One Financial Plaza,
Hartford, Connecticut 06103.
ACTUARIAL EXPERT -- The hypothetical Policy illustrations included in this
Statement of Additional Information and the registration statement with respect
to the Separate Account have been approved by James M. Hedreen, FSA, MAAA,
Actuary, for Hartford, and are included in reliance upon his opinion as to their
reasonableness.
DISTRIBUTION OF THE POLICIES
Hartford Equity Sales Company, Inc. ("HESCO") serves as principal
underwriter for the Certificates and will offer the Policies on a continuous
basis. HESCO is an affiliate of Hartford. Both HESCO and Hartford are ultimately
controlled by The Hartford Financial Services Group, Inc. The principal address
of HESCO is the same as Hartford. HESCO is registered with the Securities and
Exchange Commission under the Securities Exchange Act of 1934 as a broker-dealer
and is a member of the National Association of Securities Dealers, Inc.
("NASD").
The Policies will be sold by salespersons who represent Hartford as
insurance agents and who are registered representatives of HESCO or certain
other registered broker-dealers who have entered into distribution agreements
with HESCO.
The maximum sales commission payable to Hartford agents, independent
registered insurance brokers, and other registered broker-dealers is 12% of the
premiums paid. Additionally, expense allowances, service fees and asset-based
trail commissions may be paid. A sales representative may be required to return
all or a portion of the commissions paid if a Certificate terminates prior to
the Certificate's second Certificate Anniversary.
Broker-dealers or financial institutions are compensated according to a
schedule set forth HESCO and any applicable rules or regulations for variable
insurance compensation. Compensation is generally based on premium payments.
This compensation is usually paid from the sales charges described in the
Prospectus.
In addition, a broker-dealer or financial institution may also receive
additional compensation for, among other things, training, marketing or other
services provided. HESCO, its affiliates or Hartford may also make compensation
arrangements with certain broker-dealers or other financial institutions based
on total sales by the broker-dealer or financial institution of insurance
products. These payments, which may be different for broker-dealers or financial
institutions, will be made by HESCO, its affiliates or Hartford out of their
assets and will not effect the amounts paid by the policy owners or contract
owners to purchase, hold or surrender variable insurance products.
The following table shows officers and directors of HESCO:
<TABLE>
<CAPTION>
NAME AND PRINCIPAL
BUSINESS ADDRESS POSITIONS AND OFFICES
- ----------------------- ----------------------------------------
<S> <C>
Lowndes A. Smith President and Chief Executive Officer,
Director
Thomas M. Marra Executive Vice President, Director
Peter W. Cummins Senior Vice President
Lynda Godkin Senior Vice President, General Counsel
and Corporate Secretary
Donald E. Waggaman, Jr. Treasurer
George R. Jay Controller
</TABLE>
ADDITIONAL INFORMATION
ABOUT CHARGES
SALES LOAD -- The current front-end sales load is 6.75% of any premium paid
for Coverage Years 1 through 7 and 4.75% of any premium paid in Coverage Years 8
and later. The maximum front-end load is 9% of any premium paid in Coverage
Years 1 through 7 and 7% of any premium paid in Coverage Years 8 and later.
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION 7
- --------------------------------------------------------------------------------
Front-end sales loads cover the expenses related to the sale and
distribution of the Certificates.
REDUCED CHARGES FOR ELIGIBLE GROUPS -- Certain of the charges and deductions
described above may be reduced for certain sales of the Certificates under
circumstances which result in a saving of such sales and distribution expenses.
To qualify for this reduction, a plan must satisfy certain criteria as to, for
example, the expected number of owners and the anticipated Face Amount of all
Certificates under the plan. Generally, the sales contacts and effort and
administrative costs per Certificate vary based on such factors as the size of
the plan, the purpose for which the Certificates are purchased and certain
characteristics of the plan's members. The amount of reduction and the criteria
for qualification are related to the reduced sales effort and administrative
costs resulting from sales to qualifying plans. From time to time, we may modify
on a uniform basis, both the amounts of reductions and the criteria for
qualification. Reductions in these charges will not be unfairly discriminatory
against any person, including the affected Certificate Owners invested in ICMG
Registered Variable Life Separate Account One.
UNDERWRITING PROCEDURES -- To purchase a Certificate you must submit an
enrollment form to us. Within limits, you may choose the initial Premium and the
initial Face Amount. Certificates generally will be issued only on the lives of
insureds ages 79 and under who supply evidence of insurability satisfactory to
us. Acceptance is subject to our underwriting rules and we reserve the right to
reject an enrollment form for any reason. No change in the terms or conditions
of a Certificate will be made without your consent.
The cost of insurance charge is to cover our anticipated mortality costs. We
use various underwriting procedures, including medical underwriting procedures,
depending on the characteristics of the group to which the policies are issued.
The current cost of insurance rates for standard risks may be equal to or less
than the 1980 Commissioners Standard Ordinary Mortality Table. Substandard risks
will be charged a higher cost of insurance rate that will not exceed rates based
on a multiple of the 1980 Commissioners Standard Ordinary Mortality Table. The
multiple will be based on the Insured's risk class. The use of simplified
underwriting and guaranteed issue procedures may result in the cost of insurance
charges being higher for some individuals than if medical underwriting
procedures were used.
Cost of insurance rates are based on the age, sex (except where unisex rates
apply), and rate class of the Insured and group mortality characteristics and
the particular characteristics (such as the rate class structure) under the
policy that are agreed to by Hartford and the employer. The actual monthly cost
of insurance rates will be based on our expectations as to future experience. We
will determine the cost of insurance rate at the start of each Coverage Year.
Any changes in the cost of insurance rate will be made uniformly for all
Insureds in the same risk class.
The rate class of an Insured affects the cost of insurance rate. Hartford
and the employer will agree to the number of classes and characteristics of each
class. The classes may vary by smokers and nonsmokers, active and retired
status, and/ or any other nondiscriminatory classes agreed to by the employer.
Where smoker and non-smoker divisions are provided, an Insured who is in the
nonsmoker division of a rate class will have a lower cost of insurance than an
Insured in the smoker division of the same rate class, even if each Insured has
an identical Certificate.
Because the Cash Value and the Death Benefit Amount under a Certificate may
vary from month to month, the cost of insurance charge may also vary on each
Processing Date.
INCREASES IN FACE AMOUNT -- At any time after purchasing a Certificate, You
may request In Writing to change the Face Amount. In most cases, the minimum
Face Amount of the Certificate is $50,000.
All requests to increase the Face Amount must be applied for on a new
enrollment form. All requests will be subject to evidence of insurability
satisfactory to Us and subject to Our rules then in effect. Any increase
approved by Us will be effective on the Processing Date following the date We
approve the request. The Monthly Deduction Amount on the first Processing Date
on or after the effective date of the increase will reflect a charge for the
increase. We reserve the right to limit the number of increases made under the
Certificate to not more than one in any 12 month period.
<PAGE>
8 HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
ILLUSTRATION OF DEATH BENEFITS, ACCOUNT VALUES
AND CASH SURRENDER VALUES
The following tables illustrate how the death benefit, Cash Value and Cash
Surrender Value of a Policy may change with the investment experience of the
Separate Account. They show how the death benefit, Cash Value and Cash Surrender
Value of a Certificate issued to an Insured of a given age would vary over time
if the investment return on the assets held in each Portfolio were a uniform,
gross annual rate of 0%, 6% and 12%. The death benefit, Cash Value and Cash
Surrender Value would be different from those shown if the gross annual
investment returns averaged 0%, 6% and 12% over a period of years, but
fluctuated above and below those averages for individual Coverage Years. They
assume that no Loans are made and that no partial withdrawals have been made.
The tables are also based on the assumption that the owner has not requested an
increase or decrease in the Face Amount and that no transfers have been made in
any Coverage Years.
The tables illustrate a Certificate issued to a Male Insured, Age 45 in the
Medical Non-Smoker Class with an Initial Face Amount of $250,000. The death
benefit, Cash Value and Cash Surrender Value would be lower if the Insured was a
smoker or in a special class since the cost of insurance charges would increase.
The tables reflect the fact that the net return on the assets held in the
Investment Divisions is lower than the gross after-tax return of the Portfolios.
This is because these tables assume an investment management fee and other
estimated Portfolio expenses totaling %. The % figure is based on an
average of the current management fees and expenses of the available Portfolios,
taking into account any applicable expense caps or reimbursement arrangements.
Actual fees and expenses of the Portfolios associated with a Certificate may be
more or less than %, will vary from year to year, and will depend on how the
Cash Value is allocated.
As their headings indicate, the tables reflect the deductions of current
contractual charges and guaranteed contractual charges for a single gross
interest rate. These charges include the front-end sales load, the daily charge
to the Separate Account for assuming mortality and expense risks, and the
monthly administrative expense and cost of insurance charges. All tables assume
a charge of 2.00% for taxes attributable to premiums, a 1.25% charge for the
federal DAC tax and reflect the fact that no charges against the Separate
Account are currently made for federal, state or local taxes attributable to the
Policy or Certificate.
Each table also shows the amount to which the premiums would accumulate if
an amount equal to those premiums were invested to earn interest, after taxes,
at 5% compounded annually.
Upon request, Hartford will furnish a comparable illustration based on a
proposed Certificate's specific circumstances.
<PAGE>
ILLUSTRATIONS TO BE PROVIDED BY AMENDMENT
<PAGE>
FINANCIAL STATEMENTS TO BE PROVIDED BY AMENDMENT
<PAGE>
PART C
<PAGE>
OTHER INFORMATION
Item 27. Exhibits
(a) Resolution of the Board of Directors of Hartford Life and Annuity
Insurance Company ("Hartford") authorizing the establishment of
the Separate Account.
(b) Not Applicable.
(c)(1) Form of Principal Underwriting Agreement.
(c)(2) Form of Selling Agreement.
(d) Form of Contract and Certificate for Group Flexible Premium
Variable Life Insurance Policy.
(e) Form of Enrollment Form for Certificate Issued Under Group
Flexible Premium Variable Life Insurance Policies.
(f) Certificate of Incorporation of Hartford(1) and Bylaws of
Hartford.(2)
(g) Reinsurance Contracts, to be filed by amendment.
(h) Form of Participation Agreement.
(i) Not Applicable.
(j) Not Applicable.
(k) Opinion and consent of Lynda Godkin, Senior Vice President,
General Counsel and Corporate Secretary.
<PAGE>
-2-
(l) Opinion and Consent of James M. Hedreen, FSA, MAAA, to be filed
by amendment.
(m) Not Applicable.
(n) Consent of Arthur Andersen LLP, Independent Public Accountants,
to be filed by amendment.
(o) No financial statement will be omitted.
(p) Not Applicable.
(q) Memorandum describing transfer and redemption procedures.
(r) Power of Attorney.
(s) Organizational Chart.
- -------------------------
(1) Incorporated by reference to the Pre-Effective Amendment No. 3 to the
Registration Statement on Form S-6, File No. 33-61267, of Hartford Life
and Annuity Insurance Company filed with the Securities and Exchange
Commission on August 26, 1996.
(2) Incorporated by reference to the Post-Effective Amendment No. 4 to the
Registration Statement on Form S-6, File No. 33-61267, of Hartford Life
and Annuity Insurance Company filed with the Securities and Exchange
Commission on July 20, 1998.
<PAGE>
-3-
Item 28. Officers and Directors.
- --------------------------------------------------------------------------------
NAME, AGE POSITION WITH HARTFORD
- --------------------------------------------------------------------------------
Wendell J. Bossen Vice President
- --------------------------------------------------------------------------------
Gregory A. Boyko Senior Vice President, Director*
- --------------------------------------------------------------------------------
Peter W. Cummins Senior Vice President
- --------------------------------------------------------------------------------
Timothy M. Fitch Vice President & Actuary
- --------------------------------------------------------------------------------
Mary Jane B. Fortin Vice President & Chief Accounting
Officer
- --------------------------------------------------------------------------------
David T. Foy Senior Vice President & Treasurer
- --------------------------------------------------------------------------------
Lynda Godkin Senior Vice President, General Counsel,
and Corporate Secretary, Director*
- --------------------------------------------------------------------------------
Lois W. Grady Senior Vice President
- --------------------------------------------------------------------------------
Stephen T. Joyce Vice President
- --------------------------------------------------------------------------------
Michael D. Keeler Vice President
- --------------------------------------------------------------------------------
Robert A. Kerzner Senior Vice President
- --------------------------------------------------------------------------------
Thomas M. Marra Executive Vice President, Director*
- --------------------------------------------------------------------------------
Steven L. Matthiesen Vice President
- --------------------------------------------------------------------------------
Craig R. Raymond Senior Vice President and Chief Actuary
- --------------------------------------------------------------------------------
Lowndes A. Smith President and Chief Executive Officer,
Director*
- --------------------------------------------------------------------------------
David M. Znamierowski Senior Vice President, Director*
- --------------------------------------------------------------------------------
Unless otherwise indicated, the principal business address of each the above
individuals is P.O. Box 2999, Hartford, CT 06104-2999.
- ------------------------------------------------
* Denotes Board of Directors of Hartford.
Item 29. Persons Controlled By or Under Common Control with the Depositor or
Registrant
Filed herewith as Exhibit(s).
<PAGE>
-4-
Item 30: Indemnification
Under Section 33-772 of the Connecticut General Statutes, unless limited by
its certificate of incorporation, the Registrant must indemnify a director
who was wholly successful, on the merits or otherwise, in the defense of
any proceeding to which he was a party because he is or was a director of
the corporation against reasonable expenses incurred by him in connection
with the proceeding.
The Registrant may indemnify an individual made a party to a proceeding
because he is or was a director against liability incurred in the
proceeding if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the Registrant, and, with
respect to any criminal proceeding, had no reason to believe his conduct
was unlawful. Conn. Gen. Stat. Section 33-771(a). Additionally, pursuant to
Conn. Gen. Stat. Section 33-776, the Registrant may indemnify officers and
employees or agents for liability incurred and for any expenses to which
they becomes subject by reason of being or having been an employees or
officers of the Registrant. Connecticut law does not prescribe standards
for the indemnification of officers, employees and agents and expressly
states that their indemnification may be broader than the right of
indemnification granted to directors.
The foregoing statements are specifically made subject to the detailed
provisions of Section 33-770 et seq. Notwithstanding the fact that
Connecticut law obligates the Registrant to indemnify only a director that
was successful on the merits in a suit, under Article VIII, Section 2 of
the Registrant's bylaws, the Registrant must indemnify both directors and
officers of the Registrant who are parties or threatened to be parties to a
legal proceeding by reason of his being or having been a director or
officer of the Registrant for any expenses if he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best
interests of the company, and with respect to criminal proceedings, had no
reason to believe his conduct was unlawful. Unless otherwise mandated by a
court, no indemnification shall be made if such officer or director is
adjudged to be liable for negligence or misconduct in the performance of
his duty to the Registrant.
Additionally, the directors and officers of Hartford and Hartford Equity
Sales Company, Inc. ("HESCO") are covered under a directors and officers
liability insurance policy issued to The Hartford Financial Services Group,
Inc. and its subsidiaries. Such policy will reimburse the Registrant for
any payments that it shall make to directors and officers pursuant to law
and will, subject to certain exclusions contained in the policy, further
pay any other costs, charges and expenses and settlements and judgments
arising from any proceeding involving any director or officer of the
Registrant in his past or present capacity as such, and for which he may be
liable, except as to any liabilities arising from acts that are deemed to
be uninsurable.
<PAGE>
-5-
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or paid
by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
Item 31. Principal Underwriters
(a) HESCO acts as principal underwriter for the following investment
companies:
Hartford Life Insurance Company - Separate Account VL I
Hartford Life Insurance Company - Separate Account VL II
Hartford Life Insurance Company - ICMG Secular Trust Separate
Account
Hartford Life Insurance Company - ICMG Registered Variable Life
Separate Account A
Hartford Life and Annuity Insurance Company - Separate Account
VL I
Hartford Life and Annuity Insurance Company - Separate Account
VL II
Hartford Life and Annuity Insurance Company - ICMG Registered
Variable Life Separate One
<PAGE>
-6-
(b) Directors and Officers of HESCO
Name and Principal Positions and Offices
Business Address With Underwriter
------------------ ----------------------
Lowndes A. Smith President and Chief Executive
Officer, Director
Thomas M. Marra Executive Vice President, Director
Peter W. Cummins Senior Vice President
Lynda Godkin Senior Vice President, General
Counsel and Corporate Secretary
Richard J. Garrett Vice President
Donald A. Salama Vice President
Donald E. Waggaman, Jr. Treasurer
George R. Jay Controller
Unless otherwise indicated, the principal business address of each the
above individuals is P.O. Box 2999, Hartford, CT 06104-2999.
Item 32. Location of Accounts and Records
All of the accounts, books, records or other documents required to be
kept by Section 31(a) of the Investment Company Act of 1940 and rules
thereunder, are maintained by Hartford at 200 Hopmeadow Street,
Simsbury, Connecticut 06089.
Item 33. Management Services
All management contracts are discussed in Part A and Part B of this
Registration Statement.
Item 34. Representation of Reasonableness of Fees
Hartford hereby represents that the aggregate fees and charges
under the Policy are reasonable in relation to the services
rendered, the expenses expected to be incurred, and the risks
assumed by Hartford.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act and the Investment Company
Act, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, duly authorized, in the Town of Simsbury,
and State of Connecticut on the 2nd day of August, 1999.
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
ICMG REGISTERERED VARIABLE LIFE SEPARATE ACCOUNT ONE
(Registrant)
*By: David T. Foy *By: /s/ Thomas S. Clark
-------------------------------------------------- --------------------
David T. Foy, Senior Vice President and Treasurer Thomas S. Clark
Attorney-In-Fact
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
(Depositor)
*By: David T. Foy
--------------------------------------------------
David T. Foy, Senior Vice President and Treasurer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons and in the capacities and on
the dates indicated.
Gregory A. Boyko, Senior Vice President,
Director*
Lynda Godkin, Senior Vice President, General *By: /s/ Thomas S. Clark
Counsel, & Corporate Secretary, Director* ------------------
Thomas M. Marra, Executive Vice Thomas S. Clark
President, Director * Attorney-In-Fact
Lowndes A. Smith, President,
Chief Executive Officer, Director *
David M. Znamierowski, Senior Vice President, Dated: August 2, 1999
Director*
<PAGE>
EXHIBIT INDEX
1.1 Resolution of the Board of Directors of Hartford Life and Annuity
Insurance Company ("Hartford") authorizing the establishment of the
Separate Account.
1.2 Form of Principal Underwriter Agreement.
1.3 Form of Selling Agreement.
1.4 Form of Contract and Certificate for Group Flexible Premium Variable
Life Insurance Policy.
1.5 Form of Enrollment Form for Certificate Issued under Group Flexible
Premium Variable Life Insurance Policy.
1.6 Form of Participation Agreement.
1.7 Opinion and Consent of Lynda Godkin, Senior Vice President, General
Counsel and Corporate Secretary.
1.8 Memorandum describing transfer and redemption procedures.
1.9 Power of Attorney
1.10 Organizational Chart
<PAGE>
ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
CONSENT OF DIRECTORS
The undersigned, being all of the Directors of ITT Hartford Life and Annuity
Insurance Company, hereby consents to the following action, such action to
have the same force and effect as if taken at a meeting duly called and held
for such purpose.
ESTABLISHMENT OF SEPARATE ACCOUNT
- ---------------------------------
RESOLVED, that the Company is hereby authorized to establish a new separate
account designated as ICMG Registered Variable Life Separate Account One (1),
herein referred to as the "Account".
RESOLVED, that the Officers of the Company are hereby authorized and directed
to take all actions necessary to:
1. Designate or redesignate the Account as such Officers deem appropriate;
2. Comply with applicable state and federal laws and regulations
applicable to the establishment and operation of the Accounts; including
filing all necessary registrations and application for exemptive relief
under the federal securities law;
3. Establish, from time to time, the terms and conditions pursuant to which
interests in the Account will be sold to contract owners;
4. Establish all procedures, standards and arrangements necessary or
appropriate for the operation of the Account.
/s/ Lowndes A. Smith /s/ Joseph A. Gareau
- ----------------------------------- ------------------------------------
Lowndes A. Smith Joseph A. Gareau
/s/ Thomas M. Marra /s/ Donald R. Frahm
- ----------------------------------- ------------------------------------
Thomas M. Marra Donald R. Frahm
/s/ Bruce D. Gardner /s/ Joseph Kanarek
- ----------------------------------- ------------------------------------
Bruce D. Gardner Joseph Kanarek
/s/ Lizabeth H. Zlatkus
-----------------------------------
Lizabeth H. Zlatkus
Dated: October 9, 1995
--------------------------------
<PAGE>
PRINCIPAL UNDERWRITER AGREEMENT
-------------------------------
THIS AGREEMENT, dated as of [DATE], made by and between Hartford Life And
Annuity Insurance Company ("Hartford" or the "Sponsor"), a corporation
organized and existing under the laws of the State of Connecticut, and
Hartford Securities Distribution Company, Inc. ("HSD"), a corporation
organized and existing under the laws of the State of Connecticut,
WITNESSETH:
WHEREAS, the Board of Directors of Hartford has made provision for the
establishment of a separate account within Hartford in accordance with the
laws of the State of Connecticut, which separate account was organized and is
established and registered as a unit investment trust type investment company
with the Securities and Exchange Commission under the Investment Company Act
of 1940 ("1940 Act"), as amended, and which is designated Separate Account
Seven (referred to as the "UIT"); and
WHEREAS, HSD offers to the public a certain Flexible Premium Variable Annuity
Contract (the "Contract") issued by Hartford with respect to the UIT units of
interest thereunder which are registered under the Securities Act of 1933
("1933 Act"), as amended; and
WHEREAS, HSD is agreeing to act as distributor in connection with offers and
sales of the Contract under the terms and conditions set forth in this
Principal Underwriter Agreement.
NOW THEREFORE, in consideration of the mutual agreements made herein,
Hartford and HSD agree as follows:
I.
HSD'S DUTIES
------------
1. HSD, will use its best efforts to effect offers and sales of the Contract
through registered representatives that are members of the National
Association of Securities Dealers, Inc. and who are duly licensed as
insurance agents of Hartford. HSD is responsible for compliance with all
applicable requirements of the 1933 Act, as amended, the Securities
Exchange Act of 1934 ("1934 Act"), as amended, and the 1940 Act, as
amended, and the rules and regulations relating to the sales and
distribution of the Contract, the need for which arises out of its duties
as principal underwriter of said Contract and relating to the creation of
the UIT.
2. HSD agrees that it will not use any prospectus, sales literature, or any
other printed matter or material or offer for sale or sell the Contract
if any of the foregoing in any way represent the duties, obligations, or
or liabilities of Hartford as being greater than, or
1
<PAGE>
different from, such duties, obligations and liabilities as are set forth
in this Agreement, as it may be amended from time to time.
3. HSD agrees that it will utilize the then currently effective prospectus
relating to the UIT's Contracts in connection with its selling efforts.
As to the other types of sales materials, HSD agrees that it will use
only sales materials which conform to the requirements of federal and
state insurance laws and regulations and which have been filed, where
necessary, with the appropriate regulatory authorities.
4. HSD agrees that it or its duly designated agent shall maintain records of
the name and address of, and the securities issued by the UIT and held by,
every holder of any security issued pursuant to this Agreement, as
required by the Section 26(a)(4) of the 1940 Act, as amended.
5. HSD's services pursuant to this Agreement shall not be deemed to be
exclusive, and it may render similar services and act as an underwriter,
distributor, or dealer for other investment companies in the offering of
their shares.
6. In the absence of willful misfeasance, bad faith, gross negligence, or
reckless disregard of its obligations and duties hereunder on the part of
HSD, HSD shall not be subject to liability under a Contract for any act or
omission in the course, or connected with, rendering services hereunder.
II.
1. The UIT reserves the right at any time to suspend or limit the public
offering of the Contracts upon 30 days' written notice to HSD, except
where the notice period may be shortened because of legal action taken
by any regulatory agency.
2. The UIT agrees to advise HSD immediately:
(a) Of any request by the Securities and Exchange Commission for
amendment of its 1933 Act registration statement or for additional
information;
(b) Of the issuance by the Securities and Exchange Commission of any
stop order suspending the effectiveness of the 1933 Act
registration statement relating to units of interest issued with
respect to the UIT or of the initiation of any proceedings for
that purpose;
(c) Of the happening of any material event, if known, which makes
untrue any statement in said 1933 Act registration statement or
which requires a change therein in order to make any statement
therein not misleading.
2
<PAGE>
Hartford will furnish to HSD such information with respect to the UIT
and the Contracts in such form and signed by such of its officers and
directors and HSD may reasonably request and will warrant that the
statements therein contained when so signed will be true and correct.
Hartford will also furnish, from time to time, such additional
information regarding the UIT's financial condition as HSD may
reasonably request.
III.
COMPENSATION
------------
Hartford is obligated to reimburse HSD for all operating expenses associated
with the services provided on behalf of the UIT under this Principal
Underwriter Agreement.
IV.
RESIGNATION AND REMOVAL OF PRINCIPAL UNDERWRITER
-------------------------------------------------
HSD may resign as a Principal Underwriter hereunder, upon 120 days' prior
written notice to Hartford. However, such resignation shall not become
effective until either the UIT has been completely liquidated and the
proceeds of the liquidation distributed through Hartford to the Contract
owners or a successor Principal Underwriter has been designated and has
accepted its duties.
V.
MISCELLANEOUS
-------------
1. This Agreement may not be assigned by any of the parties hereto without
the written consent of the other party.
2. All notices and other communications provided for hereunder shall be in
writing and shall be delivered by hand or mailed first class, postage
prepaid, addressed as follows:
(a) If to Hartford - Hartford Life and Annuity Insurance Company,
P.O. Box 2999, Hartford, Connecticut 06104.
(b) If to HSD - Hartford Securities Distribution Company, Inc.,
P.O. Box 2999, Hartford, Connecticut 06104.
or to such other address as HSD or Hartford shall designate by written
notice to the other.
3. This Agreement may be executed in any number of counterparts, each of
which shall be
3
<PAGE>
deemed an original and all of which shall be deemed one instrument, and
an executed copy of this Agreement and all amendments hereto shall be
kept on file by the Sponsor and shall be open to inspection any time
during the business hours of the Sponsor.
4. This Agreement shall inure to the benefit of and be binding upon the
successor of the parties hereto.
5. This Agreement shall be construed and governed by and according to the
laws of the State of Connecticut.
6. This Agreement may be amended from time to time by the mutual agreement
and consent of the parties hereto.
7. (a) This Agreement shall become effective [DATE] and shall continue in
effect for a period of two years from that date and, unless sooner
terminated in accordance with 7(b) below, shall continue in effect
from year to year thereafter provided that its continuance is
specifically approved at least annually by a majority of the
members of the Board of Directors of Hartford.
(b) This Agreement (1) may be terminated at any time, without the
payment of any penalty, either by a vote of a majority of the
members of the Board of Directors of Hartford on 60 days' prior
written notice to HSD; (2) shall immediately terminate in the
event of its assignment and (3) may be terminated by HSD on 60
days' prior written notice to Hartford, but such termination will
not be effective until Hartford shall have an agreement with one
or more persons to act as successor principal underwriter of the
Contracts. HSD hereby agrees that it will continue to act as
successor principal underwriter until its successor or successors
assume such undertaking.
4
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
BY: ______________________________________
David T. Foy
Senior Vice President and Treasurer
HARTFORD SECURITIES DISTRIBUTION COMPANY, INC.
BY: ______________________________________
George Jay
Controller
(SEAL)
Attest:
______________________
<PAGE>
BROKER-DEALER SALES AND
SUPERVISION AGREEMENT
This Broker-Dealer Sales and Supervision Agreement ("Agreement") is made by
and between [DISTRIBUTORS] ("Distributors"), each a broker-dealer registered
with the Securities and Exchange Commission ("SEC") under the Securities and
Exchange Act of 1934 ("1934 Act") and a member of the National Association of
Securities Dealers, Inc. ("NASD"), [INSURANCE COMPANIES] (referred to
collectively as "Companies"), and _________________________ [BROKER-DEALER],
an independent broker-dealer registered with the SEC under the 1934 Act and a
member of the NASD ("Broker-Dealer"), or a bank as defined by Section 3(a)(6)
of the 1934 Act and Article I(b) of the NASD By-Laws, and any and all
undersigned insurance agency affiliates ("Affiliates") of Broker-Dealer.
Distributors and Companies are sometimes collectively referred to as
"Hartford Life".
WHEREAS, Companies offer certain variable life insurance policies and variable
and modified guaranteed annuity contracts which are deemed to be securities
under the Securities Act of 1933 (the "Registered Products") and other
nonregistered life policies and annuity contracts ("Nonregistered Products, and
with the "Registered Products, collectively the "Products"); and
WHEREAS, Companies wish to appoint the Broker-Dealer and Affiliates as agents
of the Companies for the solicitation and procurement of applications for
those specific Products listed on the lines of business page(s) hereto, as
the same may be amended from time to time; and
WHEREAS, Distributors are the principal underwriters of the Products; and
WHEREAS, Distributors anticipate having representatives who are associated with
Broker-Dealer, who are NASD registered and are duly licensed under applicable
state insurance law and who are, where required, appointed as insurance agents
of Companies to solicit and sell the Registered and Nonregistered Products
("Registered Representatives"); and
WHEREAS, Distributors and the Companies acknowledge that Broker-Dealer will
provide certain supervisory and administrative services to Registered
Representatives who are associated with the Broker-Dealer in connection with
the solicitation, service and sale of the Registered and Nonregistered
Products; and
WHEREAS, Broker-Dealer agrees to provide the aforementioned supervisory and
administrative services to its Registered Representatives who have been
appointed by the Companies to sell the Registered and Nonregistered Products.
NOW THEREFORE, in consideration of the mutual covenants contained in this
Agreement, the parties agree to the following:
1. APPOINTMENT OF THE BROKER-DEALER
Companies hereby appoint, effective upon compliance with individual
state requirements, Broker-Dealer and Affiliates, if any, as an agent of
the Companies for the solicitation and procurement of applications for
the Products offered by the Companies, as outlined in the lines of
business page(s) attached herein, in all states in which the Companies
are authorized to do business and in which Broker-Dealer or any
Affiliates are properly insurance licensed. Broker-Dealer shall
15760-1 1
<PAGE>
supervise Registered Representatives in the solicitation, servicing and
sale of the Products in accordance with all applicable securities laws.
The Companies hereby authorize Broker-Dealer under applicable state
insurance laws to supervise Registered Representatives in connection
with the solicitation, servicing and sale of the Companies Registered
and Nonregistered Products.
2. AUTHORITY OF THE BROKER-DEALER
Broker-Dealer has the authority to represent Distributors and Companies
only to the extent expressly granted in this Agreement. Broker-Dealer
and any associated Registered Representatives shall not hold themselves
out to be employees of Companies or Distributors in any dealings with
the public. Broker-Dealer and any Registered Representatives shall be
independent contractors as to Distributors or Companies. Nothing
contained herein is intended to create a relationship of employer and
employee between Broker-Dealer and Distributors or Companies or between
Registered Representatives and Distributors or Companies.
3. BROKER-DEALER REPRESENTATION
Broker-Dealer represents that it is either:_____ a registered
broker-dealer under the 1934 Act, a member in good standing of the NASD,
and a registered broker-dealer under applicable state law to the extent
necessary to perform the duties described in this Agreement or_____ a
bank as defined by Section 3(a)(6) of the 1934 Act. Broker-Dealer
represents that its Registered Representatives, who will be soliciting
applications for the Registered Products, will be duly registered
representatives associated with Broker-Dealer and that they will be
representatives in good standing with accreditation as required by the
NASD to sell the Registered Products. Broker-Dealer agrees to abide by
all rules and regulations of the NASD, including its Conduct Rules, and
to comply with all applicable state and federal laws and the rules and
regulations of authorized regulatory agencies affecting the sale of the
Products by Broker-Dealer or any of its associated Registered
Representatives.
4. BROKER-DEALER OBLIGATIONS
4.1 TRAINING AND SUPERVISION
Broker-Dealer has full responsibility for the training and
supervision of all Registered Representatives and any other persons
associated with Broker-Dealer and any other persons who are engaged
directly or indirectly in the offer or sale of the Products.
Broker-Dealer shall, during the term of this Agreement, establish
and implement reasonable procedures for periodic inspection and
supervision of sales practices of its Registered Representatives
including all applicable continuing education requirements.
Companies and Distributors reserve the right to monitor the
Broker-Dealer's Registered Representatives as to sales supervision
and continuing education.
If a Registered Representative ceases to be a Registered
Representative of Broker-Dealer, is disqualified for continued NASD
registration or has its registration suspended by the NASD or
otherwise fails to meet the rules and standards imposed by
Broker-Dealer, Broker-Dealer shall immediately notify such
Registered Representative that he or she is no longer authorized to
solicit applications for the sale of Products on behalf of the
Companies. Broker-Dealer shall immediately notify the Companies of
such termination or suspension or failure to abide by he rules and
standards of Broker-Dealer.
4.2 SOLICITATION
Broker-Dealer agrees to supervise its Registered Representatives so
that they will only solicit applications in states where the
Products are approved for sale and where the Registered
Representatives are properly licensed and appointed in accordance
with applicable state laws
15760-1 2
<PAGE>
and Companies' rules, procedures and ethical standards then in
effect. Companies shall notify Broker-Dealer of the availability
of the Products in each state.
4.3 IMPROPER REPLACEMENT
Broker-Dealer and its Registered Representatives shall not make any
misrepresentation or in complete comparison of products for the
purpose of inducing a current or potential contract owner or
policyholder to lapse, forfeit or surrender his or her current
insurance contract in favor of purchasing Companies' or other
insurer's product. Communication with clients shall include
sufficient information regarding the appropriateness of the
transaction to allow the client to make an informed decision.
4.4 PROSPECTUS DELIVERY AND SUITABILITY REQUIREMENTS
Broker-Dealer shall ensure that its Registered Representatives
comply with the prospectus delivery requirements under the
Securities Act of 1933. In addition, Broker-Dealer shall ensure
that its Registered Representatives shall not make recommendations
to an applicant to purchase a Product in the absence of reasonable
grounds to believe that the purchase is suitable for such
applicant, as required by applicable state insurance laws, the
suitability requirements of the 1934 Act and the NASD Conduct
Rules. Broker-Dealer shall ensure that each application obtained
by its Registered Representatives shall bear evidence of approval
by one of its principals indicating that the application has been
reviewed for suitability.
4.5 PROMOTIONAL MATERIAL
Broker-Dealer and its Registered Representatives are not authorized
to provide any information or make any representation in connection
with this Agreement or the solicitation of the Products other than
those contained in the prospectus or in other promotional material
produced or authorized by Companies and Distributors.
Broker-Dealer agrees that if it develops any promotional material
for sales, training, explanatory or other purposes in connection
with the solicitation of applications for Products, including
generic advertising, illustrations and/or training materials which
may be used in connection with the sale of Products, it will obtain
the prior written approval of Companies, such approval not to be
unreasonably withheld. Broker-Dealer agrees that it has full
responsibility for any training or other promotional material it
distributes to sales personnel unless the prior written approval of
Companies has been obtained.
4.6 RECORD KEEPING
Broker-Dealer is responsible for maintaining the records of its
Registered Representatives. Broker-Dealer shall maintain such
other records as are required of it by applicable laws and
regulations. The books, accounts and records maintained by
Broker-Dealer that relate to the sale of the Products, or dealings
with the Companies or Distributors shall be maintained so as to
clearly and accurately disclose the nature and details of each
transaction.
Broker-Dealer acknowledges that all the records maintained by
Broker-Dealer relating to the solicitation, service or sale of the
Products subject to this Agreement, including but not limited to
applications, authorization cards, complaint files, supervisory and
inspection procedures and suitability reviews, shall be available
to Companies and Distributors upon request during normal business
hours. Companies and Distributors may retain copies of any such
records which Companies and Distributors, in their discretion, deem
necessary or desirable to keep.
4.7 REFUND OF COMPENSATION
Broker-Dealer agrees to repay Companies the total amount of any
compensation which may have been paid to it within thirty (30)
business days of notice of the request for such refund should
Companies for any reason return any premium on a Product which was
solicited by a Registered Representative of Broker-Dealer.
15760-1 3
<PAGE>
4.8 PREMIUM COLLECTION
Broker-Dealer and Registered Representatives only have the
authority to collect initial premiums except as specifically set
forth in the applicable commission schedule. Unless previously
authorized by Distributors, neither Broker-Dealer nor any of its
Registered Representatives shall have any right to withhold or
deduct any part of any premium it shall receive for purposes of
payment of commission or otherwise.
5. COMPANIES' AND/OR DISTRIBUTORS' OBLIGATIONS
5.1 PROSPECTUS/PROMOTIONAL MATERIAL
Companies will provide Broker-Dealer with reasonable quantities of
the currently effective prospectus for the Registered Products and
appropriate sales promotional material which has been filed with
the NASD, approved by Companies and filed as applicable with state
insurance departments.
5.2 COMPENSATION
Companies will pay Broker-Dealer as full compensation for all
services rendered by Broker-Dealer under this Agreement,
commissions and/or service fees in the amounts, in the manner and
for the period of time as set forth in the Commission Schedules
attached to this Agreement or subsequently made a part hereof, and
which are in effect at the time such Products are sold. The manner
of commission payments (i.e. including without limitation fronted
or trail) is not subject to change after the effective date of a
contract for which the compensation is payable.
Companies may change the Commission Schedules attached to this
Agreement at any time. Such change shall become effective only
when Distributors or Companies provide the Broker-Dealer with
written notice of the change. No such change shall affect
first-year commissions on any contracts issued as a result of
applications received by Companies at Companies' Home Office prior
to the effective date of such change.
Distributors agree to identify to Broker-Dealer, for each such
payment, the name of the Registered Representative of Broker-Dealer
who solicited each contract covered by the payment. Distributors
will not compensate Broker-Dealer for any Product which is tendered
for redemption after acceptance of the application. Any
chargebacks will be assessed against the Broker-Dealer of record at
the time of the redemption.
Distributors will only compensate Broker-Dealer or Affiliates, as
outlined below, for those applications accepted by Companies, and
only after receipt of the required premium by Companies at
Companies' Home Office or at such other location as Companies may
designate from time to time for its various lines of business, and
compliance by Broker-Dealer with any outstanding contract and
prospectus delivery requirements.
In the event that this Agreement terminates due to fraudulent
activities or a material breach of this Agreement by the
Broker-Dealer, Distributors will only pay to Broker-Dealer or
Affiliates commissions or other compensation earned prior to
discovery of events requiring termination. No further commissions
or other compensation shall thereafter be payable.
5.3 COMPENSATION PAYABLE TO AFFILIATES
If Broker-Dealer is unable to comply with state licensing
requirements because of a legal impediment which prohibits a
non-domiciliary corporation from becoming a licensed insurance
agency or prohibits non-resident ownership of a licensed insurance
agency, Distributors agree to pay compensation to Broker-Dealer's
contractually affiliated insurance
15760-1 4
<PAGE>
agency, a wholly-owned agency affiliate of Broker-Dealer, or a
Registered Representative or principal of Broker-Dealer who is
properly state licensed and/or appointed. As appropriate, any
reference in this Agreement to Broker-Dealer shall apply equally to
such Affiliate. Distributors agree to pay compensation to an
Affiliate subject to Affiliate's agreement to comply with the
requirements of Exhibit A attached hereto. All other obligations
of Broker-Dealer continue to apply.
5.4 APPOINTMENT OF AGENT/REGISTERED REPRESENTATIVES
Companies, subject to internal standards for appointment of
agents/Registered Representatives, shall appoint all
agents/Registered Representatives designated by Broker-Dealer prior
to any solicitation of Products, unless specifically allowed by
state law. Such appointments shall be at the Companies expense.
The Companies shall not terminate any designated agent/Registered
Representative for non-production without prior written notice to
Broker-Dealer.
6. TERMINATION
6.1 This Agreement may be terminated by Distributors or
Broker-Dealer by giving sixty (60) days' notice in writing to the
other parties.
6.2 Such notice of termination shall be sent by registered
mail to the last known address of Broker-Dealer appearing on
Companies' records, or in the event of termination by
Broker-Dealer, to the Home Office, Hartford Life, P.O. Box 5085,
Hartford, Connecticut 06104-5085.
6.3 Such notice shall be an effective notice of termination of
this Agreement as of the time the notice is deposited in the United
States mail or the time of actual receipt of such notice if
delivered by means other than mail.
6.4 This Agreement shall automatically terminate without
notice upon the occurrence of any of the events set forth below:
6.4.1 Upon the bankruptcy or dissolution of Broker-Dealer.
6.4.2 When and if Broker-Dealer commits fraud or gross
negligence in the performance of any duties imposed upon
Broker-Dealer by this Agreement or wrongfully withholds or
misappropriates, for Broker-Dealer's own use, funds of
Companies, its policyholders or applicants.
6.4.3 When and if Broker-Dealer materially breaches this
Agreement or materially violates any applicable state or
federal law and/or administrative regulation in a jurisdiction
where Broker-Dealer transacts business.
6.4.4 When and if Broker-Dealer fails to obtain renewal
of a necessary license in any jurisdiction, but only as to that
jurisdiction and only until Broker-Dealer renews its license in
such jurisdiction.
6.5 The parties agree that on termination of this Agreement,
any outstanding indebtedness to Companies shall become immediately
due and payable.
15760-1 5
<PAGE>
7. GENERAL PROVISIONS
7.1 COMPLAINTS AND INVESTIGATIONS
Broker-Dealer shall cooperate with Companies in the investigation
and settlement of all complaints or claims against Broker-Dealer
and/or Companies relating to the solicitation or sale of the
Products under this Agreement. Broker-Dealer, Distributors and
Companies each shall promptly forward to the others any complaint,
notice of claim or other relevant information which may come into
its possession. Broker-Dealer, Distributors and Companies agree to
cooperate fully in any investigation or proceeding in order to
attempt to achieve a prompt and equitable resolution to all
complaints or claims and to ensure that Broker-Dealer's,
Distributors' and Companies' procedures with respect to related
solicitation or servicing are consistent with any applicable law or
regulation.
In the event any legal process or notice is served on Broker-Dealer
in a suit or proceeding against Distributors or Companies,
Broker-Dealer shall forward forthwith such process or notice to
Hartford Life at its Home Office in Hartford, Connecticut, by
registered mail.
7.2 WAIVER
The failure of Distributors or Companies to enforce any provisions
of this Agreement shall not constitute a waiver of any such
provision. The past waiver of a provision by Distributors or
Companies shall not constitute a course of conduct or a waiver in
the future of that same provision.
7.3 INDEMNIFICATION
7.3.1 INDEMNITY DEFINITIONS. The following definitions
shall apply for purposes of this Article VII (c):
"Claim" means any civil, administrative and/or criminal action,
claim, suit, and/or legal proceeding of any kind that is brought
against an Indemnitee by a third party (the "Claimant")
unaffiliated with such Indemnitee.
"Costs" means any damages, settlements, judgments, losses,
expenses interest, penalties, reasonable legal fees and
disbursements (including without limitation fees and costs for
investigators, expert witnesses and other litigation advisors)
and other costs incurred by an Indemnitee to investigate,
defend or settle a Claim, except that no settlement payments
shall be included in Costs unless the applicable Indemnitor has
given its prior express written consent to the settlement,
which consent shall not be unreasonably withheld. Costs shall
not include any expenses for any investigation or defense of a
Claim incurred by Indemnitee after the date on which Indemnitor
gives notice of its election to assume the defense of such
Claim.
7.3.2 PARTIES LIABILITY.
(i) Broker-Dealer shall indemnify and hold Distributors and
Companies, and each of their respective directors, officers,
and employees, harmless from any Costs sustained by
Companies and/or the Distributors (including reasonable
attorneys' fees) on account of any claim, arising out of,
based upon, or otherwise relating to: (a) any breach of any
representation, warranty, covenant, agreement or other
obligation of Broker-Dealer or any Affiliate contained in
this Agreement; (b) a violation of state and/or federal
laws, regulations or rules, or the rules and regulations of
any applicable self-regulatory organizations by
Broker-Dealer or any Affiliate; (c) negligent, fraudulent,
illegal or wrongful action or inaction by Broker-Dealer or
any Affiliate or by persons employed or appointed by
Broker-Dealer. In any of the foregoing cases Broker-Dealer
or any Affiliate shall be an "Indemnitor" as such term is
used in this Agreement and each of the Distributors and the
Companies, and each of their directors, officers and
employees, as applicable, shall be an "Indemnitee" as such
term is used in this Agreement.
15760-1 6
<PAGE>
(ii) Each Affiliate shall indemnify and hold Distributors
and Companies, and each of their respective directors,
officers, and employees, harmless from any Costs sustained
by Companies or Distributors (including reasonable
attorneys' fees) on account of any claim, arising out of,
based upon, or otherwise relating to: (a) any breach of any
representation, warranty, covenant, agreement or other
obligation of the Affiliate contained in this Agreement; (b)
a violation of state and/or federal laws, regulations or
rules, or the rules and regulations of any applicable
self-regulatory organizations by Affiliate; (c) negligent,
fraudulent, illegal or wrongful action or inaction by the
Affiliate or by persons employed or appointed by the
Affiliate. In any of the foregoing cases the Affiliates
shall be an "indemnitor" as such term is used in this
Agreement and each of the Distributors and the Companies,
and each of their directors, officers and employees, as
applicable, shall be an "indemnitee" as such term is used in
this Agreement.
(iii) Distributors shall indemnify and hold Broker-Dealer,
and its directors, officers, and employees, harmless from
any Costs sustained by Broker-Dealer (including reasonable
attorneys' fees) on account of, arising out of, based upon,
or otherwise relating to: (a) any breach of any
representation, warranty, covenant, agreement or other
obligation of Distributors contained in this Agreement; (b)
a violation of state and/or federal laws, regulations or
rules, or the rules and regulations of any applicable
self-regulatory organizations by Distributors; (c)
negligent, fraudulent, illegal or wrongful action or
inaction by Distributors or by persons employed or appointed
by Distributors other than Broker-Dealer or its employees or
appointees. In any of the foregoing cases Distributors
shall be an "Indemnitor" as such term is used in this
Agreement and Broker-Dealer, and each of its directors,
officers and employees, as applicable, shall be an
"Indemnitee" as such term is used in this Agreement.
(iv) Companies shall indemnify and hold Broker-Dealer, and
its directors, officers, and employees, harmless from any
Costs sustained by Broker-Dealer (including reasonable
attorneys' fees) on account of, arising out of any claim,
based upon, or otherwise relating to: (a) any breach of any
representation, warranty, covenant, agreement or other
obligation of Companies contained in this Agreement; (b) a
violation of state and/or federal securities or insurance
laws, regulations or rules, or the rules and regulations of
any applicable self-regulatory organizations by Companies(c)
negligent, fraudulent, illegal or wrongful action or
inaction by Companies or by persons employed or appointed by
Companies other than Broker-Dealer or its employees or
appointees. In any of the foregoing cases Companies shall
be an "Indemnitor" as such term is used in this Agreement
and Broker-Dealer, and each of its directors, officers and
employees, as applicable, shall be an "Indemnitee" as such
term is used in this Agreement.
7.3.3 INDEMNIFICATION CLAIM NOTICE AND CASE MANAGEMENT. Indemnitor
shall not be liable under this indemnification provision
with respect to any Claim made against an Indemnitee unless that
Indemnitee shall have notified the Indemnitor in writing within a
reasonable time after the summons or other first legal process giving
information of the nature of the Claim shall have been served upon
that Indemnitee (or after the Indemnitee shall have received notice of
such service on any designated agent). At any time after such notice,
any Indemnitor may deliver to the Indemnitee its written acknowledgment
that Indemnitee is entitled to indemnification under this Article VII
(c) for all Costs associated with the Claim. The Indemnitor shall
thereafter be entitled to assume the defense of the Claim and shall
bear all expenses associated therewith, including without limitation,
payment on a current basis of all previous Costs incurred by the
Indemnitee in relation to the Claim from the date the Claim was
brought. After notice from any Indemnitor to the Indemnitee of an
election to assume the defense of any Claim, the Indemnitee shall not
be liable to the Indemnitors for any Costs related to the Claim.
Until such time as Indemnitee receives notice of an Indemnitor's
election to assume the defense of any Claim, Indemnitee may defend
itself against the Claim and may
15760-1 7
<PAGE>
hire counsel and other experts of its choice and Indemnitors, jointly
and severally, shall be liable for payment of counsel and other expert
fees on a current basis as the same are billed.
7.3.4 COOPERATION AND UPDATES. To the extent that an Indemnitee
makes a claim for indemnification against an Indemnitor,
Indemnitee and Indemnitor shall each give the other reasonable
access during normal business hours to its books, records and
employees and those books, records and employees within its
control in connection with the Claim for which indemnification is
sought hereunder and shall otherwise cooperate with one another in
the defense of any such Claim. Regardless of which party defends
a particular Claim, the defending party shall give the other
parties written notice of any significant development in the case
as soon as practicable, but in any event within five (5) business
days after such development. In no event shall either Indemnitor
or Indemnitee be required to divulge any privileged information.
7.3.5 SETTLEMENT. If an Indemnitee is defending a Claim and: (1)
a settlement proposal is made by the Claimant, or (2) the
Indemnitee desires to present a settlement proposal to the
Claimant, then the Indemnitee promptly shall notify the
Indemnitors of such settlement proposal together with its
counsel's recommendation and shall request the consent of
Indemnitor(s). Indemnitee, in making such request, shall make
available complete access, during normal business hours, to any
and all discovery up to the date of such request. If the
Indemnitee desires to enter into the settlement and less than all
of the Indemnitors consent within five (5) business days (unless
such period is extended, in writing, by mutual agreement of the
parties hereto), then Indemnitors, from the time they fail to
consent forward, shall defend the Claim and shall further
indemnify the Indemnitees for all Costs associated with the Claim
which are in excess of the proposed settlement amount even if the
same were not originally covered under this Article VII. If an
Indemnitor is defending a Claim and a settlement requires an
admission of liability by Indemnitee or would require Indemnitee
to either take action (other than purely ministerial action) or
refrain from taking action (due to an injunction or otherwise),
Indemnitor may agree to such settlement only after obtaining the
express, written consent of Indemnitee.
7.3.6 INDEMNIFICATION DISPUTES. In the event that there is a
dispute between an Indemnitee and an Indemnitor over whether the
Indemnitor is liable for a Claim, then:
(i) Indemnitee shall defend the Claim in accordance with
the provisions of Article VII(c)(3) hereof in the same
manner and under the same terms as though there were no
dispute and Indemnitor had failed to elect to defend the
Claim itself and Indemnitee shall have the right to settle
such Claim pursuant to Article VII(c)(5) hereof;
(ii) In addition, Indemnitor must advise Indemnitee of such
a dispute and the reasons therefor, in writing, within
thirty (30) days after the Claim is first tendered to
Indemnitor, unless the Indemnitee and Indemnitor mutually
agree, in writing, to extend the time; and
(iii) The Indemnitee and the Indemnitor shall use good
faith efforts to resolve any dispute as to Indemnitor's
indemnification obligation. Should those efforts fail to
resolve the dispute, the ultimate resolution shall be
determined in a DE NOVO proceeding, separate and apart from
the underlying Claim brought by the Claimant, before a court
of competent jurisdiction. No finding or judgment in any
litigation on the underlying Claim, except for Cost amounts,
shall be given any weight in the court proceedings on the
indemnification issue. Either party may initiate such
proceedings with a court of competent jurisdiction at any
time following the termination of the efforts by such
parties to resolve the dispute (termination of such efforts
shall be deemed to have occurred 30 days from the
commencement of the same unless such time period is
15760-1 8
<PAGE>
extended by the written mutual agreement of the parties).
The prevailing party in such a proceeding shall be entitled
to recover reasonable attorneys' fees, costs and expenses.
From and after the date on which responsibility for a
disputed indemnity Claim is resolved: (I) Indemnitor shall
continue to pay all Costs that are determined by the parties
or the court, as the case may be, to be allocable to any
such Claim which is determined to be a Claim subject to
indemnity, and (II) Indemnitee shall (i) pay all future
Costs that are determined by the parties or the court, as
the case may be, to be allocable to any such Claim which is
determined to be a Claim not subject to indemnity and (ii)
reimburse Indemnitor for all Costs previously paid by
Indemnitor which are allocable to such Claim determined to
be a claim not subject to indemnity.
Broker-Dealer and Affiliates expressly authorize Companies
Distributors to charge against all compensation due or to become
due to Broker-Dealer or its Affiliates under this Agreement any
monies paid or liabilities incurred by Companies or Distributors
under this Indemnification provision.
7.4 ASSIGNMENT
No assignment of this Agreement, or commissions payable hereunder,
shall be valid unless authorized in writing by each of the
non-assigning parties. Every assignment shall be subject to any
indebtedness and obligation of the assigning parties that may be
due or become due to non-assigning parties and any applicable
state insurance regulations pertaining to such assignments.
7.5 OFFSET
Broker-Dealer expressly authorizes Companies to deduct, from any
monies due under this Agreement, every indebtedness or obligation
of Broker-Dealer to Companies or to any of its affiliates under
this agreement.
7.8 CONFIDENTIALITY
Companies, Distributors and Broker-Dealer agree that all facts or
information received by any party related to a contract owner
shall remain confidential, unless such facts or information is
required to be disclosed by any regulatory authority or court of
competent jurisdiction.
7.9 PRIOR AGREEMENTS
This Agreement terminates all previous agreements, if any, between
Companies, Distributors and Broker-Dealer with respect to the
Products set forth in the lines of business page(s). However, the
execution of this Agreement shall not affect any obligations which
have already accrued under any prior agreement.
7.10 CHOICE OF LAW
This Agreement shall be governed by and construed in accordance
with the laws of the State of Connecticut.
By executing this Broker-Dealer Sales and Supervision Agreement,
Broker-Dealer acknowledges that it has read this Agreement in its entirety
and is in agreement with the terms and conditions outlining the rights of
Distributors, Companies and Broker-Dealer and Affiliates under this Agreement.
IN WITNESS WHEREOF, the undersigned parties have executed this Agreement to
be effective as set forth above, upon the effective date below.
15760-1 9
<PAGE>
EXHIBIT A
In accordance with Section V.(c) of the Broker-Dealer-Dealer Sales and
Supervision Agreement, no compensation is payable unless Broker-Dealer and
Registered Representative have first complied with all applicable state
insurance laws, rules and regulations. Distributors must ensure that any
Broker-Dealer with whom Distributors intend to enter into an Agreement and
any Registered Representatives meet the licensing and registration
requirements of the state(s) Broker-Dealer operates in and the NASD.
Companies are required by the Insurance Department in all 50 states to pay
compensation only to individuals and entities that are properly insurance
licensed and, in some states, appointed. For registered products,
Distributors must also comply with NASD regulations that require Distributors
to pay compensation to an NASD registered Broker-Dealer. Distributors must
comply with both state and NASD requirements.
Distributors require confirmation that Broker-Dealer holds current state
insurance licenses or markets insurance products through a contractual
affiliate or wholly-owned agency, which is properly insurance licensed and,
if applicable, appointed. If Broker-Dealer is properly state licensed then
compensation must be paid to Broker-Dealer in compliance with both state and
NASD requirements.
If Broker-Dealer is not state insurance licensed and relies on the licensing
of a contractual affiliate or wholly-owned agency, the SEC has issued a
number of letters indicating that, under specific limited circumstances, it
will take "no action" against insurers (Distributors) paying compensation on
registered products to Broker-Dealer's contractual affiliate or wholly-owned
agency. At the request of Broker-Dealer, Distributors will provide copies of
several of these letters as well as a summary of their requirements.
If Broker-Dealer intends to rely on one of these "no-action" letters, legal
counsel for Broker-Dealer must confirm to Distributors in writing that all of
the circumstances of any one of the SEC no-action letters are applicable,
specifically including the jurisdictions for which Broker-Dealer does not
hold current state insurance licenses. Broker-Dealer's counsel must
summarize each point upon which the no-action relief was granted and
represent that Broker-Dealer's method of operation is identical or meets the
same criteria. Broker-Dealer's counsel must also confirm that, to the best
of counsel's knowledge, the SEC has not rescinded or modified its no-action
position since the letter was released.
The Broker-Dealer Sales and Supervision Agreement will not be finalized and
no new applications for products will be accepted or no new compensation will
be payable unless the appropriate proof of state licensing or no-action
relief is confirmed. In addition to a letter from Broker-Dealer's counsel,
copies of the following documentation is required:
- insurance licenses for all states in which Broker-Dealer holds these
licenses and intends to operate and/or;
- insurance licenses for any contractual affiliate or wholly-owned
agency; and
- the SEC No-Action Letter that will be relied upon.
15760-1 10
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
(herein called We, Our and Us)
Hartford, CT
Policyholder: - Group Policy Number: -
Issued in: - Effective Date: -
Policy Anniversary: -
Hartford Life and Annuity Insurance Company, in consideration of this Group
Policy and the payment of premiums, agrees, subject to the terms and
conditions of this Policy, to insure under ________________ this Policy.
All death proceeds due under this Policy will be paid according to the
beneficiary designation and the provisions of this Policy. Payment of such
proceeds by Hartford Life and Annuity Insurance Company will completely
discharge Our liability with respect to the amounts so paid.
10 DAY RIGHT TO EXAMINE CERTIFICATE
An Owner may return his or her Certificate to Us within 10 days after it is
received. We will refund an amount equal to the Cash Value of the Certificate
on the date the returned Certificate is received by Us or Our agent plus any
charges deducted. The Certificate will then be void from the beginning as
though it had never been issued.
All provisions set forth on the following pages are a part of this Policy.
Signed for HARTFORD LIFE & ANNUITY INSURANCE COMPANY.
Secretary President
/s/ Lynda Godkin /s/ L. A. Smith
ALL BENEFITS AND VALUES PROVIDED BY THE GROUP POLICY WHEN BASED ON THE
INVESTMENT EXPERIENCE OF THE SEPARATE ACCOUNTS MAY INCREASE OR DECREASE
DAILY. THESE AMOUNTS ARE VARIABLE AND NOT GUARANTEED AS TO DOLLAR AMOUNT.
GROUP FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
Variable life insurance payable upon death of an Insured before the Maturity
Date. Initial Face Amount is shown in Specifications. Premiums payable during
lifetime of an Insured for the period shown in the Specifications.
Unscheduled premium payments are permitted. Non-participating. Experience
Credits. Investment results reflected in benefits.
Hartford Life and Annuity Insurance Company
Post Office Box 2999
Hartford, Connecticut 06104-2999
GVL95(P) [LOGO]
<PAGE>
- -------------------------------------------------------------------------------
TABLE OF CONTENTS
- -------------------------------------------------------------------------------
The contents of this Policy appear in the following order:
<TABLE>
<S> <C>
SPECIFICATIONS
DEFINITIONS ........................................................................ SECTION I
ELIGIBILITY, EFFECTIVE DATE AND TERMINATION.......................................... SECTION II
Participation Effective Date of Insurance
Eligibility Termination of Insurance
Waiting Period Discontinuance of Policy
Election of Insurance Termination of Policy
LIFE INSURANCE BENEFITS.............................................................. SECTION III
Face Amount Changes in Death Benefit Option
Variable Insurance Amount Interst on Death Proceeds
Death Proceeds Beneficiary
CONTINUATION OF INSURANCE............................................................ SECTION IV
NONFORFEITURE BENEFITS............................................................... SECTION V
Cash Value Benefits
Cash Surrender Value
Partial Withdrawal of Cash Surrender Value
PAYMENT OPTIONS...................................................................... SECTION VI
LOANS .............................................................................. SECTION VII
General Interest
When We Will Make A Loan Effects Of A Loan
Loan Value
PREMIUM PAYMENTS..................................................................... SECTION VIII
Grace Period
Reinstate Certificate
ALLOCATIONS.......................................................................... SECTION IX
Premiums Allocation Changes For Future Premiums
Reallocation of Investment Value Allocation Of Charges
CASH VALUE OF BENEFITS................................................................ SECTION X
General Changes In Charges
Separate Accounts Measurement of Investment Experience For Divisions
Changes Within A Separate Account The Experience Factor
Investment Value In Each Division Net Rate Of Return For A Division
Cash Value Deductions
GENERAL PROVISIONS.................................................................... SECTION XI
Entire Contract Payments We May Defer
Authority To Change Claims of Creditors
Non-Participating Computations
Incontestabiliy To Claim Death Proceeds
Suicide Insurance Records
Assignment Clerical Error
Owner Agency
Misstatement of Age Or Sex Facility of Payment
Certificates Change In Premium Or Other State and Local Taxes
Value Reports Experience Credit
Policy Changes - Applicable Tax Law
ENDORSEMENTS, IF ANY.................................................................. FOLLOW
SECTION XI
</TABLE>
GVL95(P) 2
<PAGE>
- -------------------------------------------------------------------------------
SPECIFICATIONS
- -------------------------------------------------------------------------------
ELIGIBILITY AND FACE AMOUNT INFORMATION
Eligible Classes of Employees: -
Waiting Period: -
Face Amounts: -
Minimum Face Amount:..................................... $50,000
Minimum Increase in Face Amount:......................... $5,000
Minimum Decrease in Face Amount:......................... $25,000
GVL95(P) 3
<PAGE>
- -------------------------------------------------------------------------------
SPECIFICATIONS
- -------------------------------------------------------------------------------
PREMIUM PAYMENT AND INVESTMENT INFORMATION
Minimum initial premium due on the Coverage Date
Subsequent premiums are flexible as indicated in the PREMIUM PAYMENT Section.
Allocations
Maximum Divisions at any one time 5
Reallocations
Maximum Number per Year 6
In those states that require the premium to be returned during the 10 Day
Right to Examine Certificate provision on the first page of the Certificate,
all monies will be allocated to the Short Term Investment Division during
such Right to Examine Certificate period. After such period, the monies
received will be allocated as instructed by the Owner.
DIVISIONS
The ICMG Registered Variable Life Separate Account One is a unit investment
trust separate account organized in the State of Connecticut. It is governed
by the laws of the State of Connecticut and registered with the Securities
and Exchange Commission under the Investment Company Act of 1940.
Each Division invests in an underlying open ended management investment
company registered under the Investment Company Act of 1940.
[List Available Funds]
GVL95(P) 4
<PAGE>
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SPECIFICATIONS
- -------------------------------------------------------------------------------
SEPARATE ACCOUNT CHARGES
We charge a maximum .65% of the assets in each Division on an annual basis
equal to a daily charge of .001781% for mortality and expense risks. We
reserve the right to increase the charge, but in no event above .65% on an
annual basis.
POLICY FACTS
CHARGE DEDUCTION DIVISION -
MORTALITY TABLE AND INTEREST RATE - 1980 CSO Mortality Table Age Near Birthday
(Male and Female) (or appropriate increases
in such tables for non-standard risks).
Interest at 4.00% per year.
MATURITY DATE - Coverage Year anniversary following/nearest
Insured's 100th birthday
LOANS
Maximum Loan Value Percentage 90%
Loan Interest Due Dates Each Processing Date
PARTIAL WITHDRAWAL OF CASH SURRENDER VALUE
Maximum Withdrawal Percentage 90%
Minimum Withdrawal $500
Number Per Coverage Year 1
RIDERS
None
GVL95(P) 5
<PAGE>
- -------------------------------------------------------------------------------
SPECIFICATIONS
- -------------------------------------------------------------------------------
CHARGES
EXPENSE CHARGES
Premium Loading Maximum 9.0% of premiums
collected, plus __ of premiums to
cover state and local taxes,
plus 1.25% of premiums to
cover the cost of federal income
taxes imposed under Section 848
of the Internal Revenue Code. We
will adjust the charges to cover
taxes based on changes in
applicable law.
Administrative charges for each
Processing Period deducted on each
Processing Date from Investment Value $5.00 We reserve the right to
increase this charge, but it
will not exceed $10 per
Processing Date.
Excess Allocation Charge - None
Face Amount Increase Charge - None
INSURANCE CHARGES
Cost of Insurance charges for each Processing Period, deducted
on each Processing Date from the Investment Value, will be
calculated as shown in the CASH VALUE OF BENEFITS Section. In no
event will the cost of insurance rate exceed rates identified in
the Guaranteed Maximum Cost of Insurance Rate section for the
sex, attained age and underwriting class of the Insured.
Charges for Riders - None
SURRENDER CHARGES
Partial Withdrawal Processing Fee $25 or 2% of the amount
withdrawn, whichever is less.
GUARANTEED MAXIMUM COST OF INSURANCE RATES
See attached Tables
VARIABLE INSURANCE FACTORS
See attached Tables
PAYMENT OPTIONS
Minimum Interest Rate: 3%
Mortality Table for Payment Options with Life Contingencies:
1983 Table "a"
GVL95(P) 6
<PAGE>
- -------------------------------------------------------------------------------
SPECIFICATIONS
- -------------------------------------------------------------------------------
GUARANTEED MAXIMUM COST OF INSURANCE RATES PER $1,000 OF COVERAGE
FOR THE ATTAINED AGE AT THE BEGINNING OF EACH COVERAGE YEAR
BASED ON THE 1980 CSO MORTALITY TABLE
STANDARD RATING CLASS
<TABLE>
<CAPTION>
Attained Attained Attained
Age Male Female Age Male Female Age Male Female
<S> <C> <C> <C> <C> <C> <C> <C> <C>
20 .158471 .087542 45 .379960 .297152 70 3.353673 1.861440
21 .159306 .089210 46 .410927 .317220 71 3.681989 2.041944
22 .157637 .090879 47 .444418 .338128 72 4.060290 2.267226
23 .155132 .092547 48 .479596 .361551 73 4.496204 2.544475
24 .151793 .095050 49 .518979 .386655 74 4.983518 2.872449
25 .147620 .096718 50 .560894 .414276 75 5.513313 3.243922
26 .144281 .099221 51 .610378 .443581 76 6.076525 3.653355
27 .142612 .101724 52 .665766 .476245 77 6.665690 4.094284
28 .141777 .105061 53 .728747 .513950 78 7.275881 4.567162
29 .142612 .108398 54 .800179 .552509 79 7.923872 5.085703
30 .144281 .112570 55 .876715 .592762 80 8.635205 5.672859
31 .148454 .116742 56 .960053 .633033 81 9.430778 6.350514
32 .152628 .120914 57 1.046840 .671642 82 10.338952 7.140527
33 .159306 .125086 58 1.139616 .708588 83 11.373499 8.058585
34 .166820 .131762 59 1.239245 .748070 84 12.513845 9.091985
35 .176004 .137604 60 1.349978 .792613 85 13.737727 10.231576
36 .186859 .146785 61 1.473551 .848112 86 15.021846 11.470894
37 .200220 .157637 62 1.613407 .917954 87 16.356613 12.808170
38 .215255 .170159 63 1.772172 1.007228 88 17.737983 14.246631
39 .232798 .185189 64 1.949092 1.110929 89 19.171986 15.797873
40 .252016 .201891 65 2.143422 1.224040 90 20.677655 17.482656
41 .274581 .220267 66 2.350996 1.343212 91 22.287142 19.335048
42 .297152 .239482 67 2.572761 1.464235 92 24.063468 21.418993
43 .323073 .257865 68 2.808822 1.583722 93 26.119927 23.852379
44 .349839 .277089 69 3.065321 1.712708 94 28.812996 26.926360
95 32.817580 31.310115
96 39.642945 38.504789
97 53.066045 52.275714
98 85.526850 85.053610
</TABLE>
GVL95(P) 7
<PAGE>
- -------------------------------------------------------------------------------
SPECIFICATIONS
- -------------------------------------------------------------------------------
GUARANTEED VARIABLE INSURANCE FACTORS
BASED ON THE 1980 CSO MORTALITY TABLE AND A 4% EFFECTIVE ANNUAL INTEREST RATE
STANDARD RATING CLASS
<TABLE>
<CAPTION>
Attained Attained Attained
Age Male Female Age Male Female Age Male Female
<S> <C> <C> <C> <C> <C> <C> <C> <C>
20 6.403123 7.640955 45 2.881946 3.369530 70 1.489856 1.649461
21 6.219229 7.397464 46 2.794368 3.266764 71 1.460111 1.608385
22 6.038836 7.160827 47 2.710152 3.167682 72 1.431800 1.568918
23 5.861092 6.930870 48 2.629166 3.072100 73 1.404991 1.531244
24 5.685870 6.707421 49 2.551228 2.979961 74 1.379763 1.495532
25 5.513088 6.490682 50 2.476281 2.891135 75 1.356114 1.461853
26 5.342706 6.280094 51 2.404174 2.805538 76 1.333966 1.430158
27 5.175161 6.075821 52 2.334952 2.723025 77 1.313184 1.400326
28 5.011023 5.877664 53 2.268556 2.643540 78 1.293592 1.372171
29 4.850555 5.685704 54 2.204960 2.567095 79 1.274998 1.345505
30 4.694139 5.499715 55 2.144137 2.493469 80 1.257276 1.320208
31 4.541898 5.319718 56 2.085932 2.422497 81 1.240393 1.296248
32 4.394217 5.145470 57 2.030235 2.353955 82 1.224363 1.273652
33 4.250944 4.976747 58 1.976847 2.287579 83 1.209265 1.252481
34 4.112329 4.813335 59 1.925633 2.223138 84 1.195190 1.232795
35 3.978289 4.655558 60 1.876476 2.160564 85 1.182142 1.214556
36 3.848837 4.502977 61 1.829335 2.099857 86 1.170054 1.197666
37 3.723948 4.355964 62 1.784175 2.041150 87 1.158796 1.181981
38 3.603658 4.214481 63 1.740994 1.984602 88 1.148210 1.167335
39 3.487865 4.078449 64 1.699799 1.930420 89 1.138111 1.153543
40 3.376529 3.947875 65 1.660553 1.878626 90 1.128296 1.140410
41 3.269499 3.822603 66 1.623184 1.829102 91 1.118543 1.127721
42 3.166756 3.702457 67 1.587556 1.781663 92 1.108597 1.115242
43 3.067980 3.587157 68 1.553539 1.736063 93 1.098167 1.102705
44 2.973125 3.476256 69 1.520999 1.692027 94 1.086915 1.089813
95 1.074621 1.076306
96 1.061229 1.062086
97 1.046984 1.047342
98 1.032668 1.032774
99 1.021407 1.021407
</TABLE>
Variable Insurance Factors between anniversaries of the Coverage Date will be
furnished on request.
GVL95(P) 8
<PAGE>
- -------------------------------------------------------------------------------
SECTION I - DEFINITIONS
- -------------------------------------------------------------------------------
DEFINITIONS ACTIVELY AT WORK means the employee is performing all of the
regular duties of the employee's occupation at the employee's
usual place of employment on a Full Time work schedule which
is in no way curtailed or altered because of the employee's
health.
ADJUSTABLE LOAN INTEREST RATE means a Loan interest rate that
is adjusted from time to time by Us. The calculation of the
Adjustable Loan Interest Rate is described in the Loans
provision of this Policy.
AGE
- Attained Age means the Issue Age plus the period since the
Coverage Date.
- Issue Age means an Insured's age on the birthday nearest to
the Coverage Date.
ALLOCATION DATE(S) means the date premiums are applied to the
separate account Divisions. It is the later of the Coverage
Date and the date We receive and accept the premium.
CASH VALUE means the Investment Value plus the Loan Account
Value.
CHARGE DEDUCTION DIVISION means a division from which all
charges are deducted if so designated in the enrollment form
or later elected.
CHARGES
- Expense Charges mean premium loading, administrative
charges, Face Amount increase charge, and excess allocation
charges, as shown in the Specifications.
- Insurance Charges mean cost of insurance charges and charges
for benefit riders.
- Separate Account Charges mean deductions from separate
account Divisions and other Division Charges as shown in
the Specifications.
- Surrender Charge means the charge for the full surrender of
a Certificate or partial withdrawal of the Cash Surrender
Value under a Certificate. The amount charged is shown in the
Specifications.
COMPANY means Hartford Life and Annuity Insurance Company.
COVERAGE DATE means the date insurance under this Policy is
effective as to an Insured shown in the Certificate
Specifications.
COVERAGE YEAR(S) means the 12 month period following the
Coverage Date and each anniversary thereof.
CUSTOMER SERVICE CENTER means the service area of Hartford
Life and Annuity Insurance Company, P. O. Box 2999, Hartford,
CT 06104-2999.
DEBT means any Loan plus accrued interest.
DIVISION(S) means Divisions of the separate accounts.
EARNINGS means basic wages, and does not include overtime,
bonuses, commissions and any other extra compensation.
EFFECTIVE DATE means the date the Group Policy takes effect
which is also its date of issue.
FACE AMOUNT means the minimum death benefit as long as the
Certificate remains in force. It is specified at issue and may
be changed after issue on request or due to a change in the
death benefit option or a partial withdrawal.
FULL TIME means a normal week of at least 32 hours. If an
employee is on approved leave (and not because of the
employee's health) or on vacation, the employee is considered
to be Actively at Work.
GVL95(P) 9
<PAGE>
- -------------------------------------------------------------------------------
SECTION I - DEFINITIONS
- -------------------------------------------------------------------------------
DEFINITIONS GENERAL ACCOUNT means the assets of Hartford Life and Annuity
(CONTINUED) Insurance Company other than the assets of Our separate
accounts.
GUARANTEED ISSUE LIMIT means the maximum amount of life
insurance that may be issued if the proposed Insured is
Actively at Work without any other evidence of insurability.
INSURED means the person identified as such in the Certificate
Specifications.
INVESTMENT VALUE means the sum of the values of assets in the
Divisions under a Certificate.
LOAN means any Investment Value amount borrowed.
LOAN ACCOUNT means that portion of Our General Account to
which amounts are transferred as a result of a Loan. The Loan
Account is credited with interest and is not based on the
investment experience of the separate account.
LOAN ACCOUNT VALUE means the amounts of the Investment Value
transferred to (or from) the Loan Account to secure Loans plus
interest accrued at the daily equivalent of an annual rate
equal to the Adjustable Loan Interest Rate actually charged
reduced by not more than 1%.
MATURITY DATE means the date an Insured's coverage matures as
shown in the Specifications. We will pay the Cash Surrender
Value, if any, if the Insured is living on the Maturity Date.
MORTALITY AND EXPENSE RISK CHARGE is to cover expense and
mortality risks that We are assuming.
NET AMOUNT AT RISK means the difference between the amount
payable on death and the Cash Value.
NYSE means the New York Stock Exchange.
OWNER means the person, firm, association or corporation named
as such in the Certificate Specifications.
PARTICIPATING EMPLOYER means an employer or other entity who
is approved for insurance coverage for its employees or
members under this Policy.
POLICYHOLDER means the entity to whom this Policy is issued.
PROCESSING DATE(S) means the days on which We deduct charges
from the Investment Value. The first Processing Date is the
Coverage Date. There is a Processing Date each month. Later
Processing Dates are on the same calendar day as the Coverage
Date, or on the last day of any month which has no such
calendar day.
PROCESSING PERIOD means the period from the Coverage Date to
the next Processing Date and thereafter the period from one
Processing Date to the next.
SEC means the Securities and Exchange Commission.
SIMPLIFIED ISSUE LIMIT means the maximum amount of life
insurance that may be issued without full underwriting.
VALUATION DAY means each business day, unless the
Specifications indicate otherwise. A business day is any day
the NYSE is open for trading or any day the SEC requires
mutual funds, unit investment trusts or other investment
portfolios to be valued.
VALUATION PERIOD means each Valuation Day together with the
days immediately before it that are not Valuation Days.
VARIABLE INSURANCE AMOUNT means the Cash Value multiplied by
the applicable Variable Insurance Factor.
GVL95(P) 10
<PAGE>
- -------------------------------------------------------------------------------
SECTION II - ELIGIBILITY, EFFECTIVE DATE AND TERMINATION
- -------------------------------------------------------------------------------
ELIGIBILITY, ELIGIBILITY: An employee is eligible if the employee is
EFFECTIVE employed by the employer, is in an eligible class of employees
DATE AND as shown in the Specifications, is Actively at Work and has
TERMINATION completed the waiting period.
WAITING PERIOD: The waiting period is the period of continuous
employment by the employer on a Full Time basis before the
employee's insurance can become effective. The waiting period
under this policy is shown in the Specifications.
ELECTION OF INSURANCE: To elect insurance, an eligible
employee must complete the necessary enrollment form furnished
by Us.
EFFECTIVE DATE OF INSURANCE: Each eligible employee will
become covered under this Policy on the Coverage Date shown in
the Certificate Specifications, subject to the following
requirements:
1. an initial premium has been received by Us; and
2. Our underwriting requirements have been met and issuance
of the Certificate has been approved by Us.
TERMINATION OF INSURANCE: Insurance will terminate as to the
Insured on the earliest of the following dates:
1. The date this Policy is discontinued. See the
CONTINUATION OF INSURANCE Section.
2. The date the Owner requests termination by written notice.
3. The Maturity Date.
4. Thirty-one days after We mail to the Owner notice that
the Cash Surrender Value is zero and there is Debt and no
payment has been received before the end of the
thirty-one day period.
5. Sixty-one days after We mail to the Owner notice that the
Cash Surrender Value is insufficient to pay the Expense
Charges and Insurance Charges due and no payment has been
received before the end of the sixty-one day period.
6. The date of death of the Insured.
7. The date this Policy or the Participant's participation
agreement is amended to terminate the insurance for the
class of persons to which the Insured belongs. See the
CONTINUATION OF INSURANCE Section.
8. The date the Insured is no longer in an eligible class of
persons. See the CONTINUATION OF INSURANCE Section.
DISCONTINUANCE OF POLICY: This policy may be discontinued by
Us or the Policyholder. The party who initiates the
discontinuance will send a notice of discontinuance to each
Owner of record, at his or her last known address, at least 15
days prior to the date of discontinuance.
No new enrollment forms for new Insured's will be accepted on
or after the date notice of discontinuance is received or sent
by Us, whichever is applicable.
TERMINATION OF POLICY: This Group Policy will terminate when
all coverage on all Insureds has terminated.
GVL95(P) 11
<PAGE>
- -------------------------------------------------------------------------------
SECTION III - LIFE INSURANCE BENEFITS
- -------------------------------------------------------------------------------
LIFE FACE AMOUNT: The Face Amount for each Insured is shown in the
INSURANCE Specifications of each Certificate. The Face Amount of a
BENEFITS Certificate may be increased or decreased by a written request
made by the Owner during the lifetime of the Insured and while
the Certificate is in force.
INCREASE IN FACE AMOUNT: An increase in Face Amount will be
effective if:
1. Satisfactory evidence of insurability of the Insured is
provided to us;
2. The Insured is insurable according to Our underwriting
rules; and
3. An amount equal to two times the cash value deductions
(described in the CASH VALUE OF BENEFITS Section) due on
the next two Processing Dates is paid, if the Cash
Surrender Value of the Certificate is less than this sum.
The effective date of the increased Face Amount will be the
first Processing Date after all the conditions mentioned above
have been met. We will notify the Owner that the change has
been made.
The minimum amount of an increase in Face Amount is shown in
the Specifications.
DECREASE IN FACE AMOUNT: The Face Amount will be decreased or
eliminated in the following order:
1. First, the most recent increase.
2. Second, the next most recent increases successively.
3. Last, the initial Face Amount.
The effective date of the decreased Face Amount will be the
first Processing Date on or following the date of Our receipt
of the request for a decrease. We will notify the Owner that
the change has been made.
The minimum decrease amount is shown in the Specifications.
The decrease will not be approved if it results in a
Certificate Face Amount less than the Minimum Face Amount
shown in the Specifications.
VARIABLE INSURANCE AMOUNT: The Variable Insurance Amounts will
vary daily based on investment results and any premiums paid.
The Variable Insurance Amount on any date will be determined
as follows:
1. The Cash Value as of such date; MULTIPLIED BY
2. The Variable Insurance Factor as of such date.
The Table of Variable Insurance Factors is in the
Specifications.
GVL95(P) 12
<PAGE>
- -------------------------------------------------------------------------------
SECTION III - LIFE INSURANCE BENEFITS
- -------------------------------------------------------------------------------
LIFE DEATH PROCEEDS: We will pay the death proceeds to the
INSURANCE beneficiary upon due proof of the death of an Insured before
BENEFITS the Maturity Date. The proceeds may be paid in cash or be
(CONTINUED) allocated to any other payment option selected by the
beneficiary and agreed upon by Us.
Death Proceeds depend upon the Death Benefit Option in effect
and are determined at the date of death of an Insured as
follows:
DEATH BENEFIT OPTION A
1. The death benefit, which is the larger of the Face Amount
and the Variable Insurance Amount; LESS
2. Any Debt; PLUS
3. Any amounts due from riders.
DEATH BENEFIT OPTION B
1. The death benefit, which is the larger of (a) the Face
Amount plus the Cash Value and (b) the Variable Insurance
Amount; LESS
2. Any Debt; PLUS
3. Any amounts due from riders.
The Death Benefit Option in effect is shown in the Certificate
Specifications.
CHANGES IN DEATH BENEFIT OPTION: The Death Benefit Option of a
Certificate may be changed by a written request made by the
Owner during the lifetime of the Insured and while the
Certificate is in force. If the change is from Option A to
Option B, satisfactory evidence of insurability must be
provided to Us. If the change is to Option B, the Face Amount
after the change will be equal to the Face Amount before the
change less the Cash Value on the effective date of the
change. If the change is to Option A, the Face Amount after
the change will be equal to the Face Amount before the change
plus the Cash Value on the effective date of change. The
change will become effective at the beginning of the Coverage
month following Our approval. We will notify the Owner that
the change has been made.
If the Insured dies during any grace period We will pay the
beneficiary the Death Proceeds in effect immediately prior to
such grace period reduced by the sum of any overdue charges
and any charges incurred to the date of death.
INTEREST ON DEATH PROCEEDS: Interest will be paid on death
proceeds from date of death to date of payment. Interest will
never be less than required by applicable law.
BENEFICIARY: We will pay the death proceeds to the designated
beneficiary. Unless the designation of the beneficiary is
irrevocable, there is a right to change beneficiaries. Written
notice of change must be given to Us in a form satisfactory to
Us, and the change is subject to Our approval. If approved,
the change will take effect the date the notice is signed.
However, the change will not affect any payment made or action
taken by Us before We received the notice of change at Our
Customer Service Center.
GVL95(P) 13
<PAGE>
- -------------------------------------------------------------------------------
SECTION IV - CONTINUATION OF INSURANCE
- -------------------------------------------------------------------------------
CONTINUATION If premium payments are discontinued, We will continue
OF INSURANCE insurance Coverage under the Certificate as long as the Cash
Surrender Value is sufficient to cover the charges due. This
Continuation of Insurance provision will not continue the
Coverage under the Certificate beyond age 100, nor will it
continue any optional benefit rider beyond its date of
termination.
If this Policy is discontinued or if this Policy is amended to
discontinue the eligible class to which an Insured belongs or
if the Insured ceases to be a member of an eligible class and
if the Coverage on the Insured is not transferred to another
insurance carrier, any insurance then in effect under a
Certificate will remain in force under the Certificate,
provided it is not cancelled or surrendered by the Owner,
subject to the qualifications stated above. All Certificate
premiums will be changed from a list bill status to a direct
billing status. Certificate premiums will then be payable by
the Owner directly to Us.
Certificates on a direct billing basis are in a separate and
distinct class from Certificates who are on a list bill basis.
GVL95(P) 14
<PAGE>
- -------------------------------------------------------------------------------
SECTION V - NONFORFEITURE BENEFITS
- -------------------------------------------------------------------------------
NONFORFEITURE There are rights and benefits available to the Owner during
BENEFITS the Insured's lifetime.
CASH VALUE BENEFITS: If the Cash Surrender Value is positive,
the Owner may surrender the Certificate to receive the full
Cash Surrender Value.
CASH SURRENDER VALUE: The Cash Surrender Value is determined
as follows:
1. Determine the Cash Value;
2. Deduct any Expense Charges, Insurance Charges, and
Surrender Charges shown in the Specifications incurred
but not yet deducted; and
3. Deduct any Debt.
The Cash Surrender Value may be paid in cash or allocated to
any other payment option agreed upon by Us. To surrender a
Certificate a written request for surrender in a form
satisfactory to Us must be submitted to Our Customer Service
Center. The surrender will take effect on the Valuation Day
the request is received by Us. We will determine the Cash
Surrender Value as of the Valuation Day We receive the written
request at Our Customer Service Center. We will usually pay
the Cash Surrender Value within seven days, but We may delay
payment as described under the PAYMENTS WE MAY DEFER provision.
PARTIAL WITHDRAWAL OF CASH SURRENDER VALUE: Partial withdrawal
of the Cash Surrender Value can be made before the Maturity
Date subject to any limitations described below and contained
in the Specifications. Each partial withdrawal is subject to a
Surrender Charge called a Partial Withdrawal Administrative
Fee, which is shown in the Specifications. Unless the Owner
specifies otherwise, partial withdrawals and any applicable
Surrender Charges will be allocated in proportion to the
Investment Value in each Division as of the date of the
partial withdrawal. Any partial withdrawal will have a
permanent effect on the Cash Surrender Values and may have a
permanent effect on the death benefits. Partial withdrawal
will reduce the Cash Surrender Value, Cash Value, and
Investment Value. If Death Benefit Option A is in effect, a
partial withdrawal and any applicable Surrender Charges will
be deducted from the Face Amount.
A request for a partial withdrawal must be made in written
form satisfactory to Us. The effective date of a partial
withdrawal will be the Valuation Day We receive a written
request at Our Customer Service Center. The amount requested
must be at least equal to the minimum partial withdrawal
amount shown in the Specifications.
The Maximum Withdrawal Percentage is shown in the
Specifications. The amount of a partial withdrawal may not
exceed the sum of the Cash Surrender Value plus any existing
Debt multiplied by the Maximum Withdrawal Percentage, less
existing Debt.
GVL95(P) 15
<PAGE>
- -------------------------------------------------------------------------------
SECTION VI - PAYMENT OPTIONS
- -------------------------------------------------------------------------------
PAYMENT In lieu of a cash payment in one sum, the Owner may elect to
OPTIONS have the whole or any part of the proceeds due at the
surrender of a Certificate held by Us paid under any payment
option selected by the Owner and agreed upon by Us. At the
death of an Insured, in lieu of a cash payment in one sum, the
beneficiary may elect to have the whole or any part of the
death proceeds held by Us and paid under any payment option
selected by the beneficiary and agreed upon by Us. For each
payment option selected We will issue a written agreement
putting the selection into effect.
GVL95(P) 16
<PAGE>
- -------------------------------------------------------------------------------
SECTION VII - LOANS
- -------------------------------------------------------------------------------
LOANS GENERAL: The Owner may borrow against the Cash Surrender
Value. The Certificate will be the only security We require
for the Loan. A Loan may be taken any time if insurance is in
effect. The Loan may be repaid at any time while the Insured
is living.
WHEN WE WILL MAKE A LOAN: We will usually loan the money
within 7 business days after We receive a request satisfactory
to Us. We may delay making the Loan as described in the
PAYMENTS WE MAY DEFER provision.
LOAN VALUE: The maximum Loan value percentage is shown in the
Specifications. The amount of the Loan may not exceed the sum
of the Cash Surrender Value plus any existing Debt multiplied
by the maximum Loan value percentage, less existing Debt.
INTEREST: Interest accrues daily at the Adjustable Loan
Interest Rate. The interest rate will be effective at the
beginning of each Coverage Year and it applies to new and
outstanding Loans. Interest payments are due as shown in the
Specifications. If interest is not paid within 5 days of its
due date it will be added to the amount of the Loan as of its
due date. The sum of all outstanding Loans plus accrued
interest is the Debt.
There is a maximum interest rate that We can charge for
Certificate loans. The rate charged will be determined two
months before the start of each Coverage Year. The maximum
rate will be the greater of 5% and the Published Monthly
Average for the calendar month two months before the date on
which the rate is determined. The Published Monthly Average
means the "Moody's Corporate Bond Yield Average - Monthly
Average Corporates" as published by Moody's Investors Service,
Inc., or any successor to that service. If that Monthly
Average is no longer published, a substitute average will be
used. The substitute average must be acceptable to the
Insurance Commissioner of the state in which this Policy is
issued.
If the maximum loan interest rate for a Coverage Year is at
least 1/2% higher than the rate in effect for the prior Coverage
Year, We may increase the rate to not more than the new
maximum. If the maximum loan interest rate for a Coverage Year
is at least 1/2% lower than the rate in effect for the prior
Coverage Year, We will decrease the rate to not more than that
new maximum.
Interest will accrue daily from the date of the loan, and is
due on each anniversary of the Coverage Date. Unpaid interest
will be added to existing debt, and will bear interest at the
same rate.
The initial Adjustable Loan Interest Rate is shown in the
Certificate Specifications. We will give 30 days advance
written notice before the start of each Coverage Year of the
interest rate for the new Coverage Year. If there is an
existing Loan on the Certificate, We will give the Owner at
least 15 days advance notice of any increase or decrease in
the Adjustable Loan Interest Rate.
EFFECTS OF A LOAN: A Loan will be taken out of the Divisions
and a repayment or Loan interest payment will go into the
Divisions. A Loan reduces the Investment Value while repayment
or Loan interest payment increases it. Unless the Owner
specifies otherwise, Loans, repayments, and Loan Interest
payments will be allocated in proportion to the Investment
Value in each Division as of the date of the Loan, repayment,
or Loan interest payment. A Loan, whether or not repaid, will
have a permanent effect on the Cash Surrender Value and may
have a permanent effect on the death benefit. If not repaid,
the Loan will reduce the amount of death proceeds. If on any
business day there is a Loan outstanding and the Cash
Surrender Value is negative, We will send an overloan notice
to the Owner. We will terminate the Certificate 31 days after
We send the overloan notice. We will notify anyone who holds
the Certificate as collateral at their last known address.
GVL95(P) 17
<PAGE>
- -------------------------------------------------------------------------------
SECTION VIII - PREMIUM PAYMENTS
- --------------------------------------------------------------------------------
PREMIUM Additional premiums may be paid at any time while coverage is
PAYMENTS in force. We reserve the right to request evidence of
insurability satisfactory to Us before We accept any premium
payment which would increase the Net Amount at Risk. Unless
specified otherwise, if there is any Debt, any additional
premium payment will be used as a Loan repayment with any
excess applied as an additional premium payment.
We also reserve the right to return any premium that would
cause the Certificate to be disqualified as life insurance
under Section 7702 of the Internal Revenue Code, as amended.
The initial premium payment is required to put the Certificate
in effect. The amount and allocation of the initial premium
payment is shown in the Certificate Specifications.
On the date We receive and accept a premium payment the
Variable Insurance Amount will reflect such payment.
GRACE PERIOD: A grace period of 61 days will be allowed
following the date We mail to the Owner notice that the Cash
Surrender Value is insufficient to pay the Expense Charges and
Insurance Charges due. Unless the Owner has given Us written
notice of termination in advance of the date of termination of
any Certificate, insurance will continue in force during the
grace period. The Owner will be liable to Us for all Expense
Charges and Insurance Charges then unpaid for the period the
Certificate remains in force.
REINSTATE CERTIFICATE: Reinstatement of a Certificate may be
requested within three (3) years of the date of lapse.
Reinstatement will not be allowed after the death of the
Insured, if the Certificate was surrendered for its Cash
Surrender Value or if this Policy was discontinued.
The cost to reinstate is a premium large enough to keep the
coverage under the Certificate in force for at least three (3)
months following the date of reinstatement.
The effective date of reinstatement is the date We accept the
request for reinstatement. We will not require evidence of
insurability to reinstate within one month after the end of
the grace period if the Insured is alive. In other cases, We
will require evidence of insurability satisfactory to Us.
GVL95(P) 18
<PAGE>
- -------------------------------------------------------------------------------
SECTION IX - ALLOCATIONS
- -------------------------------------------------------------------------------
ALLOCATIONS PREMIUMS: The premium less premium loading shown in the
Specifications is allocated to selected Divisions on the date
We receive and accept it. The initial allocation is shown in
the Certificate Specifications. Additional premiums will be
allocated on the same percentage basis unless a change is
requested by the Owner and agreed upon by Us (see ALLOCATION
CHANGE FOR FUTURE PREMIUMS). On the date We receive and accept
an additional premium payment the increase in the Investment
Value will be allocated to the Divisions.
REALLOCATION OF INVESTMENT VALUE: The Investment Value can be
reallocated among the Divisions. The number of changes allowed
each Coverage Year is shown in the Specifications. To make any
change satisfactory notice must be given to Us. We may defer
making such a change for up to 7 business days from receipt of
such notice. Restrictions for reallocation into and out of the
Divisions are shown in the Specifications.
If on any Processing Date Debt exceeds the Loan Account Value,
the amount of the excess will be reallocated to the Loan
Account from the Divisions in proportion to the Investment
Value in each Division on such date. Such a reallocation will
not affect restrictions on or charges for any other
reallocations.
ALLOCATION CHANGES FOR FUTURE PREMIUMS: The percentage
allocation of the invested portion of future premiums to the
Divisions can be changed. Percentages must be in whole
numbers. To make changes, We must be notified of the new
percentages in a form satisfactory to Us. Any change will take
effect with respect to premiums received on or after receipt
of such notice.
ALLOCATION OF CHARGES: All Expense and Insurance Charges
deducted from the Investment Value on a Processing Date may be
allocated to the Charge Deduction Division as shown in the
Specifications. If no Charge Deduction Division is elected,
these deductions will be made from the Divisions in proportion
to the Investment Value in each Division.
If the amount of the Investment Value of the Charge Deduction
Division is less than required to cover all charges due on
such date:
1. We will apply the Investment Value of the Charge
Deduction Division to the charges due and set the
Investment Value in the Division to zero; and
2. Any additional amount due will be allocated among the
remaining Divisions in the proportion that each
Division's Investment Value bears to the total Investment
Value.
GVL95(P) 19
<PAGE>
- -------------------------------------------------------------------------------
SECTION X - CASH VALUE OF BENEFITS
- -------------------------------------------------------------------------------
CASH VALUE GENERAL: The insurance benefits under this Policy are provided
OF BENEFITS through investments made in Our separate account.
SEPARATE ACCOUNTS: These accounts are separate from Our
General Account and any other separate accounts We may have.
They support variable life insurance benefits and are used for
other purposes permitted by applicable laws and regulations.
We own the assets in the separate accounts. Assets equal to
the reserves and other liabilities of the accounts will not be
charged with liabilities from any other business We conduct.
We may transfer to Our General Account assets exceeding the
reserves and other liabilities of the separate accounts.
The separate accounts are governed by the laws of Our state of
domicile.
Income and realized and unrealized gains or losses from assets
in the separate accounts are credited to or charged against
the accounts without regard to other income, gains or losses
in Our other investment accounts.
CHANGES WITHIN A SEPARATE ACCOUNT: We may at times, make
additional separate account Divisions available to the Owner.
We may also eliminate Divisions, combine two or more Divisions
or substitute a new portfolio for the portfolio in which a
Division invests. We will obtain required regulatory approvals
to affect the aforementioned changes, if any.
Subject to any required regulatory approvals, We have the
right to transfer assets of a separate account or of a
Division to another separate account or Division or combine
the separate account with other separate accounts.
INVESTMENT VALUE IN EACH DIVISION: On the Coverage Date the
Investment Value is allocated to each Division as shown in the
Specifications.
Thereafter, the Investment Value in each division is:
1. The Investment Value of the Division at the end of the
last Valuation Period.
2. Multiply (1) by the Division's net rate of return for the
current Valuation Period.
3. Add (1) and (2).
4. Add to (3) any experience credits not paid in cash, any
premium payments (less any deductions shown in the
Specifications) allocated to the Division during the
current Valuation Period.
5. Add or subtract reallocations to or from that Division
during the current Valuation Period.
6. Add or subtract from (5) any amounts allocated to the
Division during the current Valuation Period because of a
Loan, Loan interest payment, Loan repayment or partial
withdrawal.
7. If a processing date occurs during the current Valuation
Period, subtract from (6) the amounts allocated to that
Division for:
a. Administrative Expense Charges; and
b. Insurance Charges.
Amounts in (7) will be allocated to each Division in the
proportion that (6) bears to the Investment Value, unless a
Charge Deductions Division applies.
GVL95(P) 20
<PAGE>
- -------------------------------------------------------------------------------
SECTION X - CASH VALUE OF BENEFITS
- -------------------------------------------------------------------------------
CASH VALUE 8. If the charges in (7) exceed the amount in (6), first
OF BENEFITS calculate the Cash Surrender Value for the amount of any
(CONTINUED) overdue charges and then set the Investment Value in each
Division to zero.
CASH VALUE DEDUCTIONS:
COST OF INSURANCE: We will deduct the cost of insurance on
each Processing Date as follows;
1. We determine the death benefit as of the beginning of the
Processing Period, and discount it with interest for one
month since deaths are assumed to occur at the end of
each month.
2. We subtract from (1) the Cash Value as of the beginning
of the Processing Period.
3. We determine the current cost of insurance rate based on
the sex, Attained Age, and underwriting class.
4. We multiply (2) by (3).
We may reduce or increase the cost of insurance rates from
time to time. The change will never be retroactive. The rates
will never be more than the guaranteed maximum cost of
insurance rates shown in the Specifications.
OTHER DEDUCTIONS: Expense Charges are shown in the
Specifications. The cost of any benefits from riders is also
shown in the Specifications.
CHANGES IN CHARGES: Changes in Expense Charges, Insurance
Charges, Separate Account Charges or Surrender Charges will be
by class and based upon changes in future expectations for
such elements as: mortality, persistency, expenses and taxes.
MEASUREMENT OF INVESTMENT EXPERIENCE FOR DIVISIONS: The
investment experience of a separate account Division is
determined at the end of each Division's Valuation Period. We
use an index to measure changes in experience during a
Valuation Period. The index is set at $10 when the first
investments in a Division are made. The index for a current
Valuation Period equals the index for the last Valuation
Period multiplied by the experience factor for the current
Valuation Period.
THE EXPERIENCE FACTOR:
DIVISIONS: The experience factor for a Valuation Period
reflects the investment experience of the portfolio in which
the Division invests and the charges assessed to the Division.
The factor is calculated as follows:
1. Calculate the net asset value at the end of a current
Valuation Period of a Division's corresponding portfolio.
2. Add the amount of any dividend or capital gains
distribution declared during the current Valuation Period
for such portfolio. Subtract a charge for taxes, if any.
3. Divide (2) by the net asset value of the portfolio at the
end of the last Valuation Period.
4. Subtract the Separate Account Charges for each Division
shown in the Specifications for each day in the Valuation
Period.
Calculations for Divisions investing in open ended investment
management companies are on a per unit basis. Calculations for
Divisions investing in mutual fund portfolios are made on a
per share basis.
NET RATE OF RETURN FOR A DIVISION: The net rate of return
during a Valuation Period is the experience factor for that
Valuation Period minus one.
GVL95(P) 21
<PAGE>
- -------------------------------------------------------------------------------
SECTION XI - GENERAL PROVISIONS
- -------------------------------------------------------------------------------
GENERAL ENTIRE CONTRACT: This Policy including any attached rider,
PROVISIONS endorsement, amendment, the Certificate, the application of
the Policyholder constitute the entire contract between the
Policyholder and Us. All statements made by the Policyholder,
or any Owner or Insured will be deemed representations and not
warranties. No such statement will be used in any contest
unless it is contained in the application signed by the
Policyholder or in a written instrument signed by the Owner,
or Insured, a copy of which has been furnished to the Owner,
Insured, beneficiary or Policyholder.
AUTHORITY TO CHANGE: No change in this Policy will be valid
unless approved by an officer of Ours and evidenced by
endorsement on or amendment to this Policy signed by such
officer and the Policyholder. No agent or broker has the
authority to change any of this Policy's terms or to make any
agreements binding on Us.
NON-PARTICIPATING: This Policy does not participate in Our
divisible surplus.
INCONTESTABILITY: The validity of this Policy will not be
contested after it has been in force for two years from its
Effective Date.
The insurance with respect to an Insured will not be contested
after it has been in effect during the Insured's lifetime for
two years from the Coverage Date.
We rely on the statements that an Insured or an Owner makes in
the enrollment form. We can contest the validity of the
coverage under this Policy if any material misstatements are
made in the initial enrollment form or other document required
to put coverage in force. We can also contest any amount
payable because of a requested increase in Face Amount if any
material misstatements are made in any document required when
the Face Amount was increased. We cannot contest such coverage
unless such statement is contained in a written instrument
signed by an Insured or Owner and a copy of such written
instrument is provided to the Owner or the beneficiary.
The amount of insurance provided under this Policy
attributable to a premium payment that increases the Net
Amount at Risk will be incontestable after it has been in
effect during the Insured's lifetime for two years from the
date We receive and accept such premium payment.
SUICIDE: If an Insured dies by suicide, while sane or insane,
within two years from the Coverage Date, Our liability will be
limited to the return of the Cash Surrender Value.
If an Insured dies by suicide, while sane or insane, within
two years from the effective date of a requested increase in
Face Amount, Our liability for such increase will be limited
to the return of cash value deductions (described in the CASH
VALUE OF BENEFITS Section) made.
If an Insured dies by suicide, while sane or insane, more than
two years after the Coverage Date but within two years from
the date We receive and accept a premium payment which
resulted in an increase in the Net Amount at Risk, Our
liability with respect to coverage attributable to such
payment is limited to the return of such cash value deductions
(described in the CASH VALUE OF BENEFITS Section) made for
such increase in the Net Amount at Risk.
ASSIGNMENT: The benefits can be assigned by the Owner. This
does not change the ownership and all rights are subject to
the terms of the assignment. To make or release an assignment,
We must receive written notice satisfactory to Us at Our
Customer Service Center. We are not responsible for the
validity of any assignment.
GVL95(P) 22
<PAGE>
- -------------------------------------------------------------------------------
SECTION XI - GENERAL PROVISIONS
- -------------------------------------------------------------------------------
GENERAL OWNER: While the Insured is living, and while the Certificate
PROVISIONS is in effect under this Policy, the Owner may name a new
(CONTINUED) Owner. Written notice of any change must be given to Us in a
form satisfactory to Us. The change will take effect the date
the notice is signed. However, the change will not affect any
payment made or action taken by Us before We received the
notice of change at Our Customer Service Center.
MISSTATEMENT OF AGE OR SEX: If the age or sex of an Insured is
misstated the amount of any benefits will be adjusted. The
amount of the adjustment will be:
1. The amount of insurance which the cost of insurance for
the Processing Period would have purchased using the cost
of insurance for the correct age and sex; less
2. The amount of insurance actually used in calculating the
cost of insurance for the Processing Period.
If the age is misstated in such a way that the Insured was not
eligible for coverage under this Policy, Our liability will be
limited to a return of the premiums paid less any partial
withdrawals that have been made and any outstanding Debt.
CERTIFICATES: Certificates will be furnished to the Owner by
Us. Each Certificate will summarize provisions of this Policy
affecting an individual Insured.
VALUE REPORTS: We will send the Owner reports at the times
agreed upon by the Owner and Us, but not less often than
annually. The report will show the Face Amount, death benefit,
Cash Surrender Value and any Loan as of such date. The report
will also show the allocation of the Investment Value on such
date and any changes since the last report. The report will
also include any other information required by the insurance
regulatory authority of the jurisdiction in which this Policy
is issued.
POLICY CHANGES-APPLICABLE TAX LAW: To receive the tax
treatment accorded life insurance under Federal law, insurance
under this Policy must qualify initially and continue to
qualify as life insurance under the Internal Revenue Code or
successor law. To maintain such qualification, We reserve the
right to return any premium payments or to reject any requests
for change in an Insured's coverage. Further, We reserve the
right to make changes in this Policy or its riders or to make
distributions to the extent We deem necessary to continue to
qualify as life insurance. Any such changes will apply to all
Certificates that are affected. The Policyholder and the Owner
will be given advance written notice of such change.
PAYMENTS WE MAY DEFER: We may not be able to determine the
value of the assets of the separate account Divisions because:
1. the NYSE is closed for trading;
2. the SEC determines that a state of emergency exists; or
3. an order of the SEC permitting a delay for the protection
of Owners.
During such times, We may delay:
1. determination and payment of partial withdrawals, Cash
Surrender Values and Loan requests;
2. determination and payment of any death proceeds in excess
of the Face Amount; and
3. allocation changes of the Cash Value.
GVL95(P) 23
<PAGE>
- -------------------------------------------------------------------------------
SECTION XI - GENERAL PROVISIONS
- -------------------------------------------------------------------------------
GENERAL We may, at any time, defer payment of partial withdrawals,
PROVISIONS Cash Surrender Values or Loan requests up to 7 business days
(CONTINUED) of a written request for amounts in the Divisions. For
Divisions which are not valued on each business day, We may
defer until the next Valuation Day:
1) determination and payment of partial withdrawals, Cash
Surrender Values and Loans;
2) determination and payment of any death proceeds in excess
of the Face Amount; and
3) reallocation of the Cash Value.
CLAIMS OF CREDITORS: Proceeds described in the Certificate
will be free from creditors' claims to the extent allowed by
law.
COMPUTATIONS: Computations of maximum mortality costs are
based on the mortality table and interest rate shown in the
Specifications. We also use Attained Age and sex of the
Insured and it is assumed death proceeds are incurred at the
end of each month.
TO CLAIM DEATH PROCEEDS: Contact Our Customer Service Center
for instructions. Proceeds are usually paid within 7 business
days after receipt of due proof of death and all other
requirements.
INSURANCE RECORDS: The Policyholder will furnish Us
information relative to the insurance under this Policy as We
may require to administer this Policy and determine premiums.
Such records which in Our opinion have a bearing on this
Policy will be open to Us for inspection at all reasonable
times.
CLERICAL ERROR: Clerical error in keeping records will not
void insurance which otherwise would have been in force nor
continue insurance which otherwise would have terminated. If
an error is found, We will equitably adjust the premium.
However, We will not adjust the premium for more than the
three year period before the date the error was found.
AGENCY: Neither the Policyholder nor any administrator
appointed by the Policyholder is Our agent. We are not liable
for any of their acts or omissions.
FACILITY OF PAYMENT: If no beneficiary is named, We reserve
the right to pay an amount not to exceed $2,000 to any person
We determine to be entitled to such amount by reason of
incurred expenses incident to the last illness or death of the
Insured.
CHANGE IN PREMIUM OR OTHER STATE AND LOCAL TAXES: Following
the effective date of any tax law, or change to any such law,
applicable to this Policy, We have the right to change the
amount due under this Policy for payment of such premium or
other state and local taxes. The amount of such change will be
determined by the amount of changes in the tax imposed. Any
change due to a premium or other state and local tax will be
separate from, and will not affect any change in cost of
insurance made under the terms of this Policy.
EXPERIENCE CREDIT: We will have the right to allow an
experience credit in an amount determined by Us, based on the
experience under this Policy. The amount of each such
experience credit may be paid to an Owner in cash or applied
to and used to increase Investment Value and Variable
Insurance Amount.
GVL95(P) 24
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
GROUP FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
Variable life insurance payable upon death of an Insured before the Maturity
Date. Initial Face Amount is shown in Specifications. Premiums payable during
lifetime of an Insured for the period shown in the Specifications.
Unscheduled premium payments are permitted. Non-participating. Experience
Credits. Investment results reflected in benefits.
Hartford Life and Annuity Insurance Company
Post Office Box 2999
Hartford, Connecticut 06104-2999
GVL95(P) [LOGO]
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
(herein called We, Our and Us)
Hartford, CT
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY issues this Certificate and
certifies that the person named in the Specifications is insured under the
Group Policy issued to the Policyholder. All insurance will take effect on
the Coverage Date shown in the Specifications.
This Certificate describes the benefits and provisions of the Group Policy.
The Group Policy, as issued to the Policyholder by Us, alone makes up the
agreement under which benefits are paid. The Group Policy may be inspected at
the office of the Policyholder.
10 DAY RIGHT TO EXAMINE CERTIFICATE
You may return Your Certificate to Us within 10 days after it is received. We
will refund an amount equal to the Cash Value of this Certificate on the date
the returned Certificate is received by Us or Our agent plus charges
deducted. This Certificate will then be void from the beginning as though it
had never been issued.
Signed for HARTFORD LIFE & ANNUITY INSURANCE COMPANY.
Secretary President
/s/ Lynda Godkin /s/ L. A. Smith
ALL BENEFITS AND VALUES OF THIS CERTIFICATE WHEN BASED ON THE INVESTMENT
EXPERIENCE OF THE SEPARATE ACCOUNTS MAY INCREASE OR DECREASE DAILY. THESE
AMOUNTS ARE VARIABLE AND NOT GUARANTEED AS TO DOLLAR AMOUNT.
GROUP FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE CERTIFICATE
Variable life insurance payable upon death of the Insured before the Maturity
Date. Initial Face Amount is shown in the Specifications. Premiums payable
during lifetime of the Insured for the period shown in the Specifications.
Unscheduled premium payments are permitted. Investment results reflected in
benefits.
Hartford Life and Annuity Insurance Company
P. O. Box 2999
Hartford, CT 06104-2999
(800) 243-5433
GVL95(C)
<PAGE>
- -------------------------------------------------------------------------------
TABLE OF CONTENTS
- -------------------------------------------------------------------------------
The contents of this Certificate appear in the following order:
<TABLE>
<S> <C>
SPECIFICATIONS
DEFINITIONS ......................................................................... SECTION I
TERMINATION ......................................................................... SECTION II
LIFE INSURANCE BENEFITS ............................................................. SECTION III
Face Amount Changes In Death Benefit Option
Variable Insurance Amount Interest On Death Proceeds
Death Proceeds Beneficiary
CONTINUATION OF INSURANCE ........................................................... SECTION IV
NONFORFEITURE BENEFITS .............................................................. SECTION V
Cash Value Benefits
Cash Surrender Value
Partial Withdrawal Of Cash Surrender Value
PAYMENT OPTIONS ..................................................................... SECTION VI
LOANS ............................................................................... SECTION VII
General Interest
Loan Value Effects Of A Loan
PREMIUM PAYMENTS .................................................................... SECTION VIII
Grace Period
Reinstate Certificate
ALLOCATIONS ......................................................................... SECTION IX
Premiums Allocation Changes For Future Premiums
Reallocation Of Investment Value Allocation of Charges
CASH VALUE OF BENEFITS .............................................................. SECTION X
General Cash Value Deductions
Separate Accounts Changes In Charges
Changes Within A Separate Account Measurement of Investment Experience For Divisions
Investment Value In Each Division The Experience Factor
GENERAL PROVISIONS .................................................................. SECTION XI
Incontestability Policy Changes - Applicable Tax Law
Suicide Payments We May Defer
Assignment Claims Of Creditors
Owner To Claim Death Proceeds
Misstatement Of Age Or Sex Facility Of Payment
Value Reports
ENDORSEMENTS, IF ANY ................................................................ FOLLOW
SECTION XI
</TABLE>
GVL95(C) 2
<PAGE>
- --------------------------------------------------------------------------------
SPECIFICATIONS
- --------------------------------------------------------------------------------
Insured: - Group Policy Number: -
Coverage Date: - Certificate Number: -
Issue Age: - Initial Face Amount: -
Rate Class: - Maturity Date: -
Owner: - Policyholder: -
Death Benefit Option: -
FACE AMOUNT INFORMATION
Minimum Face Amount: $50,000
Minimum Increase in Face Amount: $5,000
Minimum Decrease in Face Amount: $25,000
GVL95(C) 3
<PAGE>
- --------------------------------------------------------------------------------
SPECIFICATIONS
- --------------------------------------------------------------------------------
PREMIUM PAYMENT AND INVESTMENT INFORMATION
Initial Premium paid on coverage date: -
Planned Premium: -
Allocations
Initial Allocation -
Maximum Divisions at any one time 5
Reallocations
Maximum Number per Year 6
In those states that require the premium to be returned during the 10 Day
Right to Examine Certificate provision on the first page of this Certificate,
all monies will be allocated to the HVA Money Market Division during such
Right to Examine Certificate period. After such period, the monies received
will be allocated as instructed by You.
DIVISIONS
The ICMG Registered Variable Life Separate Account One is a unit investment
trust separate account organized in the State of Connecticut. It is governed
by the laws of the State of Connecticut and registered with the Securities
and Exchange Commission under the Investment Company Act of 1940.
Each Division invests in an underlying open ended investment management
company registered under the Investment Company Act of 1940.
[List Available Funds]
GVL95(C) 3A
<PAGE>
- --------------------------------------------------------------------------------
SPECIFICATIONS
- --------------------------------------------------------------------------------
SEPARATE ACCOUNT CHARGES
We charge a maximum .65% of the assets in each Division on an annual basis
equal to a daily charge of .001781% for mortality and expense risks. We
reserve the right to increase the charge, but in no event above .65% on an
annual basis.
CERTIFICATE FACTS
Charge Deduction Division - None
MORTALITY TABLE AND INTEREST RATE - 1980 CSO Mortality Table Age Nearest
Birthday (Male and Female)(or
appropriate increases in such tables
for non-standard risks). Interest at
4.00% a year.
LOANS
Maximum Loan Value Percentage 90%
Initial Adjustable Loan Interest Rate 5.0%
Loan Interest Due Dates Each anniversay of the Coverage Date
PARTIAL WITHDRAWAL OF CASH SURRENDER VALUE
Maximum Withdrawal Percentage 90%
Minimum Withdrawal $500
Number Per Coverage Year 12
RIDERS
None
GVL95(C) 3B
<PAGE>
- --------------------------------------------------------------------------------
SPECIFICATIONS
- --------------------------------------------------------------------------------
CHARGES
EXPENSE CHARGES
Premium Loading Maximum 9.0% of premiums collected,
plus __ of premiums to cover state
and local taxes, plus 1.25% of
premiums to cover the cost of
federal income taxes imposed under
Section 848 of the Internal Revenue
Code. We will adjust the charges
to cover taxes based on changes in
applicable law.
Administrative charges for each
Processing Period deducted on each
Processing Date from Investment Value $5.00. We reserve the right to
increase this charge, but it will
not exceed $10 per Processing Date.
Excess Allocation Charge - None
Face Amount Increase Charge - None
INSURANCE CHARGES
Cost of Insurance charges for each Processing Period, deducted on each
Processing Date from the Investment Value, will be calculated as shown in
the Cash Value of Benefits section. In no event will the cost of insurance
rate exceed rates identified in the Guaranteed Maximum Cost of Insurance
Rate section for the sex, attained age and underwriting class of the
Insured.
Charges for Riders - None
SURRENDER CHARGES
Partial Withdrawal Processing Fee $25 or 2% of the amount withdrawn,
whichever is less.
GUARANTEED MAXIMUM COST OF INSURANCE RATES
See attached Tables
VARIABLE INSURANCE FACTORS
See attached Tables
PAYMENT OPTIONS
Minimum Interest Rate: 3%
Mortality Table for Payment Options with Life Contingencies: 1983 Table "a"
GVL95(C) 3C
<PAGE>
- --------------------------------------------------------------------------------
SPECIFICATIONS
- --------------------------------------------------------------------------------
GUARANTEED MAXIMUM COST OF INSURANCE RATES PER $1,000 OF COVERAGE
FOR THE ATTAINED AGE AT THE BEGINNING OF EACH COVERAGE YEAR
BASED ON THE 1980 CSO MORTALITY TABLE
STANDARD RATING CLASS
<TABLE>
<CAPTION>
Attained Attained Attained
Age Male Female Age Male Female Age Male Female
<S> <C> <C> <C> <C> <C> <C> <C> <C>
20 .158471 .087542 45 .379960 .297152 70 3.353673 1.861440
21 .159306 .089210 46 .410927 .317220 71 3.681989 2.041944
22 .157637 .090879 47 .444418 .338128 72 4.060290 2.267226
23 .155132 .092547 48 .479596 .361551 73 4.496204 2.544475
24 .151793 .095050 49 .518979 .386655 74 4.983518 2.872449
25 .147620 .096718 50 .560894 .414276 75 5.513313 3.243922
26 .144281 .099221 51 .610378 .443581 76 6.076525 3.653355
27 .142612 .101724 52 .665766 .476245 77 6.665690 4.094284
28 .141777 .105061 53 .728747 .513950 78 7.275881 4.567162
29 .142612 .108398 54 .800179 .552509 79 7.923872 5.085703
30 .144281 .112570 55 .876715 .592762 80 8.635205 5.672859
31 .148454 .116742 56 .960053 .633033 81 9.430778 6.350514
32 .152628 .120914 57 1.046840 .671642 82 10.338952 7.140527
33 .159306 .125086 58 1.139616 .708588 83 11.373499 8.058585
34 .166820 .131762 59 1.239245 .748070 84 12.513845 9.091985
35 .176004 .137604 60 1.349978 .792613 85 13.737727 10.231576
36 .186859 .146785 61 1.473551 .848112 86 15.021846 11.470894
37 .200220 .157637 62 1.613407 .917954 87 16.356613 12.808170
38 .215255 .170159 63 1.772172 1.007228 88 17.737983 14.246631
39 .232798 .185189 64 1.949092 1.110929 89 19.171986 15.797873
40 .252016 .201891 65 2.143422 1.224040 90 20.677655 17.482656
41 .274581 .220267 66 2.350996 1.343212 91 22.287142 19.335048
42 .297152 .239482 67 2.572761 1.464235 92 24.063468 21.418993
43 .323073 .257865 68 2.808822 1.583722 93 26.119927 23.852379
44 .349839 .277089 69 3.065321 1.712708 94 28.812996 26.926360
95 32.817580 31.310115
96 39.642945 38.504789
97 53.066045 52.275714
98 85.526850 85.053610
</TABLE>
GVL95(C) 3D
<PAGE>
- --------------------------------------------------------------------------------
SPECIFICATIONS
- --------------------------------------------------------------------------------
GUARANTEED VARIABLE INSURANCE FACTORS
BASED ON THE 1980 CSO MORTALITY TABLE AND A 4% EFFECTIVE ANNUAL INTEREST RATE
STANDARD RATING CLASS
<TABLE>
<CAPTION>
Attained Attained Attained
Age Male Female Age Male Female Age Male Female
<S> <C> <C> <C> <C> <C> <C> <C> <C>
20 6.403123 7.640955 45 2.881946 3.369530 70 1.489856 1.649461
21 6.219229 7.397464 46 2.794368 3.266764 71 1.460111 1.608385
22 6.038836 7.160827 47 2.710152 3.167682 72 1.431800 1.568918
23 5.861092 6.930870 48 2.629166 3.072100 73 1.404991 1.531244
24 5.685870 6.707421 49 2.551228 2.979961 74 1.379763 1.495532
25 5.513088 6.490682 50 2.476281 2.891135 75 1.356114 1.461853
26 5.342706 6.280094 51 2.404174 2.805538 76 1.333966 1.430158
27 5.175161 6.075821 52 2.334952 2.723025 77 1.313184 1.400326
28 5.011023 5.877664 53 2.268556 2.643540 78 1.293592 1.372171
29 4.850555 5.685704 54 2.204960 2.567095 79 1.274998 1.345505
30 4.694139 5.499715 55 2.144137 2.493469 80 1.257276 1.320208
31 4.541898 5.319718 56 2.085932 2.422497 81 1.240393 1.296248
32 4.394217 5.145470 57 2.030235 2.353955 82 1.224363 1.273652
33 4.250944 4.976747 58 1.976847 2.287579 83 1.209265 1.252481
34 4.112329 4.813335 59 1.925633 2.223138 84 1.195190 1.232795
35 3.978289 4.655558 60 1.876476 2.160564 85 1.182142 1.214556
36 3.848837 4.502977 61 1.829335 2.099857 86 1.170054 1.197666
37 3.723948 4.355964 62 1.784175 2.041150 87 1.158796 1.181981
38 3.603658 4.214481 63 1.740994 1.984602 88 1.148210 1.167335
39 3.487865 4.078449 64 1.699799 1.930420 89 1.138111 1.153543
40 3.376529 3.947875 65 1.660553 1.878626 90 1.128296 1.140410
41 3.269499 3.822603 66 1.623184 1.829102 91 1.118543 1.127721
42 3.166756 3.702457 67 1.587556 1.781663 92 1.108597 1.115242
43 3.067980 3.587157 68 1.553539 1.736063 93 1.098167 1.102705
44 2.973125 3.476256 69 1.520999 1.692027 94 1.086915 1.089813
95 1.074621 1.076306
96 1.061229 1.062086
97 1.046984 1.047342
98 1.032668 1.032774
99 1.021407 1.021407
</TABLE>
Variable Insurance Factors between anniversaries of the Coverage Date will be
furnished on request.
GVL95(C) 3E
<PAGE>
- --------------------------------------------------------------------------------
SECTION I - DEFINITIONS
- --------------------------------------------------------------------------------
DEFINITIONS ACTIVELY AT WORK means the Insured is performing all of the
regular duties of the Insured's occupation at the usual place
of employment on a Full Time work schedule which is in no way
curtailed or altered because of the Insured's health.
ADJUSTABLE LOAN INTEREST RATE means a Loan interest rate that
is adjusted from time to time by Us. The calculation of the
Adjustable Loan Interest Rate is described in the Loans
provision of the Policy.
AGE
- Attained Age means the Issue Age plus the period since the
Coverage Date.
- Issue Age means the Insured's age on the birthday nearest
to the Coverage Date.
ALLOCATION DATE(S) means the date premiums are applied to the
separate account Divisions. It is the later of the Coverage
Date and the date We receive and accept the premium.
CASH VALUE means the Investment Value plus the Loan Account
Value.
CHARGE DEDUCTION DIVISION means a Division from which all
charges are deducted if so designated in the enrollment form
or later elected.
CHARGES
- Expense Charges mean premium loading, administrative
charges, Face Amount increase charge, and excess allocation
charges, as shown in the Specifications.
- Insurance Charges mean cost of insurance charges and
charges for benefit riders.
- Separate Account Charges mean deductions from separate
account Divisions and other Division Charges as shown in the
Specifications.
- Surrender Charge means the charge for the full surrender of
a Certificate or partial withdrawal of the Cash Surrender
Value under a Certificate. The amount charged is shown in the
Specifications.
COMPANY means Hartford Life and Annuity Insurance Company.
COVERAGE DATE means the date insurance under the Group Policy
is effective as to the Insured shown in the Specifications.
COVERAGE YEAR(S) means the 12 month period following the
Coverage Date and each anniversary thereof.
CUSTOMER SERVICE CENTER means the service area of Hartford
Life and Annuity Insurance Company, P. O. Box 2999, Hartford,
CT 06104-2999.
DEBT means any Loan plus accrued interest.
DIVISION(S) means Divisions of the separate accounts.
EARNINGS means basic wages, and does not include overtime,
bonuses, commissions and any other extra compensation.
FACE AMOUNT means the minimum death benefit as long as this
Certificate remains in force. It is specified at issue and
may be changed after issue on request or due to a change in
the death benefit option or a partial withdrawal.
FULL TIME means a normal week of at least 32 hours. If an
employee is on approved leave (and not because of the
employee's health) or on vacation, the employee is considered
to be Actively at Work.
GVL95(C) 3F
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SECTION I - DEFINITIONS
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DEFINITIONS GENERAL ACCOUNT means the assets of Hartford Life and Annuity
(CONTINUED) Insurance Company other than the assets of Our separate
account.
INVESTMENT VALUE means the sum of the values of assets in the
Divisions under a Certificate.
LOAN means any Investment Value amount borrowed.
LOAN ACCOUNT means that portion of Our General Account to
which amounts are transferred as a result of a Loan. The Loan
Account is credited with interest and is not based on the
investment experience of the separate account.
LOAN ACCOUNT VALUE means the amounts of the Investment Value
transferred to (or from) the General Account to secure Loans
(or Loan repayments) plus interest accrued at the daily
equivalent of an annual rate equal to the Adjustable Loan
Interest Rate actually charged reduced by not more than 1%.
MATURITY DATE means the date the Insured's coverage matures
as shown in the Specifications. We will pay the Cash
Surrender Value, if any, if the Insured is living on the
Maturity Date.
MORTALITY AND EXPENSE RISK CHARGE is to cover expense and
mortality risks that We are assuming.
NET AMOUNT AT RISK means the difference between the amount
payable on death and the amount payable on cancellation for
the Cash Surrender Value.
NYSE means the New York Stock Exchange.
POLICYHOLDER means the entity to whom the Policy is issued.
PROCESSING DATE(S) means the days on which We deduct charges
from the Investment Value. The first Processing Date is the
Coverage Date. There is a Processing Date each month. Later
Processing Dates are on the same calendar day as the Coverage
Date, or on the last day of any month which has no such
calendar day.
PROCESSING PERIOD means the period from the Coverage Date to
the next Processing Date and thereafter the period from one
Processing Date to the next.
SEC means the Securities and Exchange Commission.
VALUATION DAY means each business day, unless the
Specifications indicate otherwise. A business day is any day
the NYSE is open for trading or any day the SEC requires
mutual funds, unit investment trusts or other investment
portfolios to be valued.
VALUATION PERIOD means each Valuation Day together with the
days immediately before it that are not Valuation Days.
VARIABLE INSURANCE AMOUNT means the Cash Value multiplied by
the applicable Variable Insurance factor.
YOU, YOUR mean the Owner.
GVL95(C) 3G
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SECTION II - TERMINATION
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TERMINATION TERMINATION OF INSURANCE: Insurance will terminate as to the
Insured on the earliest of the following dates:
1. The date the Policy is discontinued. See the
CONTINUATION OF INSURANCE Section.
2. The date You request termination by written notice.
3. The Maturity Date.
4. Thirty-one days after We mail to You notice that the
Cash Surrender Value is zero and there is Debt and no
payment has been received before the end of the
thirty-one day period.
5. Sixty-one days after We mail to You notice that the Cash
Surrender Value is insufficient to pay the Expense
Charges and Insurance Charges due and no payment has
been received before the end of the sixty-one day period.
6. The date of death of the Insured.
7. The date the Policy is amended to terminate the
insurance for the class of persons to which the Insured
belongs. See the CONTINUATION OF INSURANCE Section.
8. The date the Insured is no longer in an eligible class
of persons. See the CONTINUATION OF INSURANCE Section.
GVL95(C) 3H
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SECTION III - LIFE INSURANCE BENEFITS
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LIFE FACE AMOUNT: The Face Amount is shown in the Specifications.
INSURANCE The Face Amount of this Certificate may be increased or
BENEFITS decreased by a written request made by You during the
lifetime of the Insured and while this Certificate is in
force.
INCREASE IN FACE AMOUNT: An increase in Face Amount will be
effective if:
1. Satisfactory evidence of insurability of the Insured is
provided to us;
2. The Insured is insurable according to Our underwriting
rules; and
3. An amount equal to two times cash value deductions
(described in the CASH VALUE OF BENEFITS Section) due on
the next two Processing Dates is paid, if the Cash
Surrender Value is less than this sum.
The effective date of the increased Face Amount will be the
first Processing Date after all the conditions mentioned
above have been met. We will notify You that the change has
been made.
The minimum amount of an increase in Face Amount is shown in
the Specifications.
DECREASE IN FACE AMOUNT: The Face Amount will be decreased or
eliminated in the following order:
1. First, the most recent increase.
2. Second, the next most recent increases successively.
3. Last, the initial Face Amount.
The effective date of the decreased Face Amount will be the
first Processing Date on or following the date of Our receipt
of the request for a decrease. We will notify You that the
change has been made.
The minimum decrease amount is shown in the Specifications.
The decrease will not be approved if it results in a
Certificate Face Amount less than the Minimum Face Amount
shown in the Specifications.
VARIABLE INSURANCE AMOUNT: The Variable Insurance Amounts
will vary daily based on investment results and any premiums
paid. The Variable Insurance Amount on any date will be
determined as follows:
1. The Cash Value as of such date; MULTIPLIED BY
2. The Variable Insurance Factor as of such date.
The Table of Variable Insurance Factors is in the
Specifications.
GVL95(C) 3I
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SECTION III - LIFE INSURANCE BENEFITS
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LIFE DEATH PROCEEDS: We will pay the death proceeds to the
INSURANCE beneficiary upon due proof of the death of the Insured before
BENEFITS the Maturity Date. The proceeds may be paid in cash or be
(CONTINUED) allocated to any other payment option selected by the
beneficiary and agreed upon by Us.
Death Proceeds depend upon the Death Benefit Option in effect
and are determined at the date of death of the Insured as
follows:
DEATH BENEFIT OPTION A
1. The death benefit, which is the larger of the Face
Amount and the Variable Insurance Amount; LESS
2. Any Debt; PLUS
3. Any amounts due from riders.
DEATH BENEFIT OPTION B
1. The death benefit, which is the larger of (a) the Face
Amount plus the Cash Value and (b) the Variable
Insurance Amount; LESS
2. Any Debt; PLUS
3. Any amounts due from riders.
The Death Benefit Option in effect is shown in the
Specifications.
CHANGES IN DEATH BENEFIT OPTION: The Death Benefit Option may
be changed by a written request made by You during the
lifetime of the Insured and while this Certificate is in
force. If the change is from Option A to Option B,
satisfactory evidence of insurability must be provided to Us.
If the change is to Option B, the Face Amount after the
change will be equal to the Face Amount before the change
less the Cash Value on the effective date of the change. If
the change is to Option A, the Face Amount after the change
will be equal to the Face Amount before the change plus the
Cash Value on the effective date of change. The change will
become effective at the beginning of the Coverage Month
following Our approval. We will notify You that the change
has been made.
If the Insured dies during any grace period We will pay the
beneficiary the Death Proceeds in effect immediately prior to
such grace period reduced by the sum of any overdue charges
and any charges incurred to the date of death.
INTEREST ON DEATH PROCEEDS: Interest will be paid on death
proceeds from date of death to date of payment. Interest will
never be less than required by applicable law.
BENEFICIARY: We will pay the death proceeds to the designated
beneficiary. Unless the designation of the beneficiary is
irrevocable, there is a right to change beneficiaries.
Written notice of change must be given to Us in a form
satisfactory to Us, and the change is subject to Our
approval. If approved, the change will take effect the date
the notice is signed. However, the change will not affect any
payment made or action taken by Us before We received the
notice of change at Our Customer Service Center.
GVL95(C) 3J
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SECTION IV - CONTINUATION OF INSURANCE
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CONTINUATION If premium payments are discontinued, We will continue
OF INSURANCE insurance Coverage under this Certificate as long as the Cash
Surrender Value is sufficient to cover the charges due. This
Continuation of Insurance provision will not continue the
Coverage under this Certificate beyond age 100, nor will it
continue any optional benefit rider beyond its date of
termination.
If the Policy is discontinued or if the Policy is amended to
discontinue the eligible class to which the Insured belongs
or if the Insured ceases to be a member of an eligible class
and if the Coverage on the Insured is not transferred to
another insurance carrier, any insurance then in effect will
remain in force under the discontinued Policy, provided it is
not cancelled or surrendered by You, subject to the
qualifications stated above. Certificate premiums will then
be payable by You directly to Us.
GVL95(C) 3K
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SECTION V - NONFORFEITURE BENEFITS
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NONFORFEITURE There are rights and benefits available to You during the
BENEFITS Insured's lifetime.
CASH VALUE BENEFITS: If the Cash Surrender Value is positive,
You may surrender this Certificate to receive the full Cash
Surrender Value.
CASH SURRENDER VALUE: The Cash Surrender Value is determined
as follows:
1. Determine the Cash Value;
2. Deduct any Expense Charges, Insurance Charges, and
Surrender Charges shown in the Specifications incurred
but not yet deducted; and
3. Deduct any Debt.
The Cash Surrender Value may be paid in cash or allocated to
any other payment option agreed upon by Us. To surrender a
Certificate a written request for surrender in a form
satisfactory to Us must be submitted to Our Customer Service
Center. The surrender will take effect on the Valuation Day
following the date the request is received by Us. We will
determine the Cash Surrender Value as of the Valuation Day We
receive the written request at Our Customer Service Center.
We will usually pay the Cash Surrender Value within seven
days, but We may delay payment as described under the
PAYMENTS WE MAY DEFER Section.
PARTIAL WITHDRAWAL OF CASH SURRENDER VALUE: Partial
withdrawal of the Cash Surrender Value can be made before the
Maturity Date subject to any limitations contained in the
Specifications. Each partial withdrawal is subject to a
Surrender Charge called a Partial Withdrawal Administrative
Fee, which is shown in the Specifications. Unless You specify
otherwise, partial withdrawals will be allocated in
proportion to the Investment Value in each Division as of the
date of the partial withdrawal. Any partial withdrawal will
have a permanent effect on the Cash Surrender Values and may
have a permanent effect on the death benefits. Partial
withdrawal will reduce the Cash Surrender Value, Cash Value,
and Investment Value. If Death Benefit Option A is in effect,
a partial withdrawal and any applicable Surrender Charges
will be deducted from the Face Amount.
A request for a partial withdrawal must be made in written
form satisfactory to Us. The effective date of a partial
withdrawal will be the Valuation Day We receive a written
request at Our Customer Service Center. The amount requested
must be at least equal to the minimum partial withdrawal
amount shown in the Specifications. The maximum amount that
may be withdrawn is shown in the Specifications.
The Maximum Withdrawal Percentage is shown in the
Specifications. The amount of a partial withdrawal may not
exceed the sum of the Cash Surrender Value plus any existing
Debt multiplied by the Maximum Withdrawal Percentage, less
existing Debt.
GVL95(C) 3L
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SECTION VI - PAYMENT OPTIONS
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PAYMENT In lieu of a cash payment in one sum, You may elect to have
OPTIONS the whole or any part of the proceeds due at the surrender of
this Certificate held by Us paid under any payment option
selected by You and agreed upon by Us. At the death of the
Insured, in lieu of a cash payment in one sum, the
beneficiary may elect to have the whole or any part of the
death proceeds held by Us and paid under any payment option
selected by the beneficiary and agreed upon by Us. For each
payment option selected We will issue a written agreement
putting the selection into effect.
GVL95(C) 3M
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SECTION VII - LOANS
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LOANS GENERAL: You may borrow against the Cash Surrender Value.
This Certificate will be the only security We require for the
Loan. A Loan may be taken any time if insurance is in effect.
The Loan may be repaid at any time while the Insured is
living.
WHEN WE WILL MAKE A LOAN: We will usually loan the money
within 7 business days after We receive a request
satisfactory to Us. We may delay making the Loan as described
in the PAYMENTS WE MAY DEFER provision.
LOAN VALUE: The maximum Loan value percentage is shown in the
Specifications. The amount of the Loan may not exceed the sum
of the Cash Surrender Value plus any existing Debt multiplied
by the maximum Loan value percentage, less existing Debt.
INTEREST: Interest accrues daily at the Adjustable Loan
Interest Rate. The interest rate will be effective at the
beginning of each Coverage Year and it applies to new and
outstanding Loans. Interest payments are due as shown in the
Specifications. If interest is not paid within 5 days of its
due date it will be added to the amount of the Loan as of its
due date. The sum of all outstanding Loans plus accrued
interest is the Debt.
There is a maximum interest rate that We can charge for
Certificate loans. The rate charged will be determined two
months before the start of each Coverage Year. The maximum
rate will be the greater of 5% and the Published Monthly
Average for the calendar month two months before the date on
which the rate is determined. The Published Monthly Average
means the "Moody's Corporate Bond Yield Average - Monthly
Average Corporates" as published by Moody's Investors
Service, Inc., or any successor to that service. If that
Monthly Average is no longer published, a substitute average
will be used. The substitute average must be acceptable to
the Insurance Commissioner of the state in which the Policy
is issued.
If the maximum loan interest rate for a Coverage Year is at
least 1/2% higher than the rate in effect for the prior
Coverage Year, We may increase the rate to not more than the
new maximum. If the maximum loan interest rate for a Coverage
Year is at least 1/2% lower than the rate in effect for the
prior Coverage Year, We will decrease the rate to not more
than that new maximum.
Interest will accrue daily from the date of the loan, and is
due on each anniversary of the Coverage Year. Unpaid interest
will be added to existing debt, and will bear interest at the
same rate.
The initial Adjustable Loan Interest Rate is shown in the
Specifications. We will give 30 days advance written notice
before the start of each Coverage Year of the interest rate
for the new Coverage Year. If there is an existing Loan on
this Certificate, We will give You at least 15 days advance
notice of any increase or decrease in the Adjustable Loan
Interest Rate.
EFFECTS OF A LOAN: A Loan will be taken out of the Divisions
and a repayment or Loan interest payment will go into the
Divisions. A Loan reduces the Investment Value while
repayment or Loan interest payment increases it. Unless You
specifies otherwise, Loans, repayments, and Loan Interest
payments will be allocated in proportion to the Investment
Value in each Division as of the date of the Loan, repayment,
or Loan interest payment. A Loan, whether or not repaid, will
have a permanent effect on the Cash Surrender Value and may
have a permanent effect on the death benefit. If not repaid,
the Loan will reduce the amount of death proceeds. If on any
business day there is a Loan outstanding and the Cash
Surrender Value is negative, We will send an overloan notice
to You. We will terminate this Certificate 31 days after We
send the overloan notice. We will notify anyone who holds
this Certificate as collateral at their last known address.
GVL95(C) 3N
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SECTION VIII - PREMIUM PAYMENTS
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PREMIUM Additional premiums may be paid at any time while coverage is
PAYMENTS in force. We reserve the right to request evidence of
insurability satisfactory to Us before We accept any premium
payment which would increase the Net Amount at Risk. Unless
specified otherwise, if there is any Debt, any additional
premium payment will be used as a Loan repayment with any
excess applied as an additional premium payment.
We also reserve the right to return any premium that would
cause this Certificate to be disqualified as life insurance
under Section 7702 of the Internal Revenue Code, as amended.
The initial premium payment is required to put this
Certificate in effect. The amount and allocation of the
initial premium payment is shown in the Specifications.
On the date We receive and accept a premium payment the
Variable Insurance Amount will reflect such payment.
GRACE PERIOD: A grace period of 61 days will be allowed
following the date We mail to You notice that the Cash
Surrender Value is insufficient to pay the Expense Charges
and Insurance Charges due. Unless You have given Us written
notice of termination in advance of the date of termination
of any Certificate, insurance will continue in force during
the grace period. You will be liable to Us for all Expense
Charges and Insurance Charges then unpaid for the period this
Certificate remains in force.
REINSTATE CERTIFICATE: Reinstatement of a Certificate may be
requested within three (3) years of the date of lapse.
Reinstatement will not be allowed after the death of the
Insured, if this Certificate was surrendered for its Cash
Surrender Value or if the Policy was discontinued.
The cost to reinstate is a premium large enough to keep the
coverage under this Certificate in force for at least three
(3) months following the date of reinstatement.
The effective date of reinstatement is the date We accept the
request for reinstatement. We will not require evidence of
insurability to reinstate within one month after the end of
the grace period if the Insured is alive. In other cases, We
will require evidence of insurability satisfactory to Us.
GVL95(C) 3O
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SECTION IX - ALLOCATIONS
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ALLOCATIONS PREMIUMS: The premium less premium loading shown in the
Specifications is allocated to selected Divisions on the date
We receive and accept it. The initial allocation is shown in
the Specifications. Additional premiums will be allocated on
the same percentage basis unless a change is requested by You
and agreed upon by Us (see ALLOCATION CHANGE FOR FUTURE
PREMIUMS). On the date We receive and accept an additional
premium payment the increase in the Investment Value will be
allocated to the Divisions.
REALLOCATION OF INVESTMENT VALUE: The Investment Value can be
reallocated among the Divisions. The number of changes
allowed each Coverage Year is shown in the Specifications. To
make any change satisfactory notice must be given to Us. We
may defer making such a change for up to 7 business days from
receipt of such notice. Restrictions for reallocation into
and out of the Divisions are shown in the Specifications.
If on any Processing Date Debt exceeds the Loan Account
Value, the amount of the excess will be reallocated to the
Loan Account from the Divisions in proportion to the
Investment Value in each Division on such date. Such a
reallocation will not affect restrictions on or charges for
any other reallocations.
ALLOCATION CHANGES FOR FUTURE PREMIUMS: The percentage
allocation of the invested portion of future premiums to the
Divisions can be changed. Percentages must be in whole
numbers. To make changes, We must be notified of the new
percentages in a form satisfactory to Us. Any change will
take effect with respect to premiums received on or after
receipt of such notice.
ALLOCATION OF CHARGES: All Expense and Insurance Charges
deducted from the Investment Value on a Processing Date may
be allocated to the Charge Deduction Division as shown in the
Specifications. If no Charge Deduction Division is elected,
these deductions will be made from the Divisions in
proportion to the Investment Value in each Division.
If the amount of the Investment Value of the Charge Deduction
Division is less than required to cover all charges due on
such date:
1. We will apply the Investment Value of the Charge
Deduction Division to the charges due and set the
Investment Value in the Division to zero; and
2. Any additional amount due will be allocated among the
remaining Divisions in the proportion that each
Division's Investment Value bears to the total
Investment Value.
GVL95(C) 3P
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SECTION X - CASH VALUE OF BENEFITS
- --------------------------------------------------------------------------------
CASH VALUE GENERAL: The insurance benefits under the Policy are provided
OF BENEFITS through investments made in Our separate account.
SEPARATE ACCOUNTS: These accounts are separate from Our
General Account and any other separate accounts We may have.
They support variable life insurance benefits and are used
for other purposes permitted by applicable laws and
regulations. We own the assets in the separate accounts.
Assets equal to the reserves and other liabilities of the
accounts will not be charged with liabilities from any other
business We conduct. We may transfer to Our General Account
assets exceeding the reserves and other liabilities of the
separate accounts.
The separate accounts are governed by the laws of Our state
of domicile.
Income and realized and unrealized gains or losses from
assets in the separate accounts are credited to or charged
against the accounts without regard to other income, gains or
losses in Our other investment accounts.
CHANGES WITHIN A SEPARATE ACCOUNT: We may at times, make
additional separate account Divisions available to you. We
may also eliminate Divisions, combine two or more Divisions
or substitute a new portfolio for the portfolio in which a
Division invests. We will obtain required regulatory
approvals to the affect the aforementioned changes, if any.
Subject to any required regulatory approvals, We have the
right to transfer assets of a separate account or of a
Division to another separate account or Division or combine
the separate account with other separate accounts.
INVESTMENT VALUE IN EACH DIVISION: On the Coverage Date the
Investment Value is allocated to each Division as shown in
the Specifications.
Thereafter, the Investment Value in each Division is:
1. The Investment Value of the Division at the end of the
last Valuation Period.
2. Multiply (1) by the Division's net rate of return for
the current Valuation Period.
3. Add (1) and (2).
4. Add to (3) any experience credits not paid in cash, any
premium payments (less any deductions shown in the
Specifications) allocated to the Division during the
current Valuation Period.
5. Add or subtract reallocations to or from that Division
during the current Valuation Period.
6. Add or subtract from (5) any amounts allocated to the
Division during the current Valuation Period because of
a Loan, Loan interest payment, Loan repayment or partial
withdrawal.
7. If a processing date occurs during the current Valuation
Period, subtract from (6) the amounts allocated to that
Division for:
a. Administrative Expense Charges; and
b. Insurance Charges.
Amounts in (7) will be allocated to each Division in the
proportion that (6) bears to the Investment Value, unless a
Charge Deductions Division applies.
8. If the charges in (7) exceed the amount in (6), first
calculate the Cash Surrender Value for the amount of any
overdue charges and then set the Investment Value in
each Division to zero.
GVL95(C) 3Q
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SECTION X - CASH VALUE OF BENEFITS
- --------------------------------------------------------------------------------
CASH VALUE CASH VALUE DEDUCTIONS:
OF BENEFITS
(CONTINUED) COST OF INSURANCE: We will deduct the cost of insurance on
each Processing Date as follows;
1. We determine the death benefit as of the beginning of
the Processing Period, and discount it with interest for
one month since deaths are assumed to occur at the end
of each month.
2. We subtract from (1) the Cash Value as of the beginning
of the Processing Period.
3. We determine the current cost of insurance rate based on
the sex, Attained Age, and underwriting class.
4. We multiply (2) by (3).
We may reduce or increase the cost of insurance rates from
time to time. The change will never be retroactive. The rates
will never be more than the guaranteed maximum cost of
insurance rates shown in the Specifications.
OTHER DEDUCTIONS: Expense Charges are shown in the
Specifications. The cost of any benefits from riders is also
shown in the Specifications.
CHANGES IN CHARGES: Changes in Expense Charges, Insurance
Charges, Separate Account Charges or Surrender Charges will
be by class and based upon changes in future expectations for
such elements as: mortality, persistency, expenses and taxes.
MEASUREMENT OF INVESTMENT EXPERIENCE FOR DIVISIONS: The
investment experience of a separate account Division is
determined at the end of each Division's Valuation Period. We
use an index to measure changes in experience during a
Valuation Period. The index is set at $10 when the first
investments in a Division are made. The index for a current
Valuation Period equals the index for the last Valuation
Period multiplied by the experience factor for the current
Valuation Period.
THE EXPERIENCE FACTOR:
DIVISIONS: The experience factor for a Valuation Period
reflects the investment experience of the portfolio in which
the Division invests and the charges assessed to the
Division. The factor is calculated as follows:
1. Calculate the net asset value at the end of a current
Valuation Period of a Division's corresponding portfolio.
2. Add the amount of any dividend or capital gains
distribution declared during the current Valuation
Period for such portfolio. Subtract a charge for taxes,
if any.
3. Divide (2) by the net asset value of the portfolio at
the end of the last Valuation Period.
4. Subtract the Separate Account Charges for each Division
shown in the Specifications for each day in the
Valuation Period.
Calculations for Divisions investing in open ended investment
management companies are on a per unit basis. Calculations
for Divisions investing in mutual fund portfolios are made on
a per share basis.
NET RATE OF RETURN FOR A DIVISION: The net rate of return
during a Valuation Period is the experience factor for that
Valuation Period minus one.
GVL95(C) 3R
<PAGE>
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SECTION XI - GENERAL PROVISIONS
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GENERAL INCONTESTABILITY: The Insured's coverage will not be
PROVISIONS contested after it has been in effect during the Insured's
lifetime for two years from the effective date of coverage.
We can contest the validity of the coverage if any material
misstatements are made in the initial enrollment form or
other document required to put coverage in force. We can also
contest any amount payable because of a requested increase in
Face Amount if any material misstatements are made in any
document required when the Face Amount was increased.
The amount of insurance attributable to a premium payment
that increases the Net Amount at Risk will be incontestable
after it has been in effect during the Insured's lifetime for
two years from the date We receive and accept such premium
payment.
SUICIDE: If the Insured dies by suicide, while sane or
insane, within two years from the Coverage Date, Our
liability will be limited to the return of the Cash Surrender
Value.
If the Insured dies by suicide, while sane or insane, within
two years from the effective date of a requested increase in
Face Amount, Our liability for such increase will be limited
to the return of cash value deductions (described in the CASH
VALUE OF BENEFITS Section) made.
If the Insured dies by suicide, while sane or insane, more
than two years after the Coverage Date but within two years
from the date We receive and accept a premium payment which
resulted in an increase in the Net Amount at Risk, Our
liability with respect to coverage attributable to such
payment is limited to the return of such cash value
deductions (described in the CASH VALUE OF BENEFITS Section)
made for such increase in the Net Amount at Risk.
ASSIGNMENT: The benefits can be assigned by You. This does
not change ownership and all rights are subject to the terms
of the assignment. To make or release an assignment, We must
receive written notice satisfactory to Us at Our Customer
Service Center. We are not responsible for the validity of
any assignment.
OWNER: While the Insured is living, and while this
Certificate is in effect under the Policy, You may name a new
Owner. Written notice of any change must be given to Us in a
form satisfactory to Us. The change will take effect the date
the notice is signed. However, the change will not affect any
payment made or action taken by Us before We received the
notice of change at Our Customer Service Center.
MISSTATEMENT OF AGE OR SEX: If the age or sex of the Insured
is misstated the amount of any benefits will be adjusted. The
amount of the adjustment will be:
1. The amount of insurance which the cost of insurance for
the Processing Period would have purchased using the
cost of insurance for the correct age and sex; less
2. The amount of insurance actually used in calculating the
cost of insurance for the Processing Period.
If the age is misstated in such a way that the Insured was
not eligible for coverage under the Policy, Our liability
will be limited to a return of the premiums paid less any
partial withdrawals that have been made and any outstanding
Debt.
VALUE REPORTS: We will send You reports at the times agreed
upon by You and Us, but not less often than annually. The
report will show the Face Amount, death benefit, Cash
Surrender Value and any Loan as of such date. The report will
also show the allocation of the Investment Value on such date
and any changes since the last report. The report will also
include any other information required by the insurance
regulatory authority of the jurisdiction in which the Policy
is issued.
GVL95(C) 3S
<PAGE>
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SECTION XI - GENERAL PROVISIONS
- --------------------------------------------------------------------------------
GENERAL POLICY CHANGES-APPLICABLE TAX LAW: To receive the tax
PROVISIONS treatment accorded life insurance under Federal law,
(CONTINUED) insurance under the Policy must qualify initially and
continue to qualify as life insurance under the Internal
Revenue Code or successor law. To maintain such
qualification, We reserve the right to return any premium
payments or to reject any requests for change in an Insured's
coverage. Further, We reserve the right to make changes in
the Policy or its riders or to make distributions to the
extent We deem necessary to continue to qualify as life
insurance. Any such changes will apply to all Certificates
that are affected. You will be given advance written notice
of such change.
PAYMENTS WE MAY DEFER: We may not be able to determine the
value of the assets of the separate account Divisions because:
1. the NYSE is closed for trading;
2. the SEC determines that a state of emergency exists; or
3. an order of the SEC permitting a delay for the
protection of Owners.
During such times, We may delay:
1. determination and payment of partial withdrawals, Cash
Surrender Values and Loan requests;
2. determination and payment of any death proceeds in
excess of the Face Amount; and
3. allocation changes of the Cash Value.
We may, at any time, defer payment of partial withdrawals,
Cash Surrender Values or Loan requests up to 7 business days
of a written request for amounts in the Divisions. For
Divisions which are not valued on each business day, We may
defer until the next Valuation Day:
1. determination and payment of partial withdrawals, Cash
Surrender Values and Loans;
2. determination and payment of any death proceeds in
excess of the Face Amount; and
3. reallocation of the Cash Value.
CLAIMS OF CREDITORS: Proceeds described in this Certificate
will be free from creditors' claims to the extent allowed by
law.
TO CLAIM DEATH PROCEEDS: Contact Our Customer Service Center
for instructions. Proceeds are usually paid within 7 business
days after receipt of due proof of death and all other
requirements.
FACILITY OF PAYMENT: If no beneficiary is named, We reserve
the right to pay an amount not to exceed $2,000 to any person
We determine to be entitled to such amount by reason of
incurred expenses incident to the last illness or death of
the Insured.
GVL95(C) 3T
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
GROUP FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE CERTIFICATE
Variable life insurance payable upon death of the Insured before the Maturity
Date. Initial Face Amount is shown in the Specifications. Premiums payable
during lifetime of the Insured for the period shown in the Specifications.
Unscheduled premium payments are permitted. Investment results reflected in
benefits.
Hartford Life and Annuity Insurance Company
P. O. Box 2999
Hartford, CT 06104-2999
GVL95(C) [LOGO]
<PAGE>
ENROLLMENT FORM FOR GROUP FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
[LOGO]
/ / Hartford Life Insurance Company
/ / Hartford Life and Annuity Insurance Company
P.O. Box 2999, Hartford, Connecticut 06104-2999
<TABLE>
<S> <C> <C> <C>
PART A
- -----------------------------------------------------------------------------------------------------------------------------------
1. PROPOSED INSURED INFORMATION - COMPLETE FOR ALL ENROLLMENT FORMS.
- -----------------------------------------------------------------------------------------------------------------------------------
a. Name of Proposed Insured b. Age e. Date of Birth g. Place of Birth
- -----------------------------------------------------------------------------------------------------------------------------------
c. Residence Address d. Sex f. Social Security Number
--------------------------------------------------------------------------------
h. How Long? i. Former Residence (if less than 5 years) j. How Long?
- -----------------------------------------------------------------------------------------------------------------------------------
k. City, State, Zip l. City, State, Zip
- -----------------------------------------------------------------------------------------------------------------------------------
m. Occupation/Duties n. How Long? o. Employer's Name and Address
- -----------------------------------------------------------------------------------------------------------------------------------
p. Have you in the past 12 months smoked cigarettes, cigars, pipes, or used chewing tobacco?
If yes, what type __________________________ Frequency__________________________ / /Yes / /No
- -----------------------------------------------------------------------------------------------------------------------------------
2. OWNER/BENEFICIARY INFORMATION - COMPLETE FOR ALL ENROLLMENT FORMS.
- -----------------------------------------------------------------------------------------------------------------------------------
a. Certificate Owner Name and Address b. Soc. Sec. No. or Tax ID c. Relationship to
Proposed Insured
---------------------------------------------------------------
d. Owner is:
/ / Individual / / Partnership / / Corporation / /Trustee
- -----------------------------------------------------------------------------------------------------------------------------------
e. Primary Beneficiary(s). Give full legal name/address f. Relationship to Proposed Insured
- -----------------------------------------------------------------------------------------------------------------------------------
g. Contingent Beneficiary. Give full legal name/address h. Relationship to Proposed Insured
- -----------------------------------------------------------------------------------------------------------------------------------
3. LIFE INSURANCE PLAN INFORMATION - COMPLETE FOR ALL ENROLLMENT FORMS.
- -----------------------------------------------------------------------------------------------------------------------------------
a. Name of Group Policy b. Face Amount of Life Insurance.
- -----------------------------------------------------------------------------------------------------------------------------------
c. Death Benefit Options (Choose One) d. Minimum Death Benefit Test (Choose One)
/ / Level - Option A
/ / Increasing - Option B / / Cash Value Accumulation Test
/ / Other / / Guideline Premium Test
- -----------------------------------------------------------------------------------------------------------------------------------
e. Special Requests (Attach additional sheet if necessary)
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
GVL-E98GI [END 000001]
<PAGE>
<TABLE>
<S> <C> <C>
- -----------------------------------------------------------------------------------------------------------------------------------
4. SUITABILITY - COMPLETE FOR ALL ENROLLMENT FORMS.
- -----------------------------------------------------------------------------------------------------------------------------------
a. Do you believe that this certificate will meet your insurance need and financial objectives? / / Yes / / No
- -----------------------------------------------------------------------------------------------------------------------------------
b. Do you understand that the amount and duration of the death benefit may / / Yes / / No
vary, depending on the investment performance of the variable accounts in
the separate account? / /Yes / /No
- -----------------------------------------------------------------------------------------------------------------------------------
c. Do you understand that the certificate values may increase or decrease, / / Yes / / No
depending on the investment performance s of the variable accounts in the
separate account? / /Yes / /No
- -----------------------------------------------------------------------------------------------------------------------------------
d. Did you receive the Separate Account Prospectus for the certificate applied for? / / Yes / / No
- -----------------------------------------------------------------------------------------------------------------------------------
e. Date of Separate Account Prospectus: _____________________________________________
- -----------------------------------------------------------------------------------------------------------------------------------
PART B
- -----------------------------------------------------------------------------------------------------------------------------------
5. CERTIFICATION OF CURRENT EMPLOYMENT - COMPLETE FOR ALL ENROLLMENT FORMS.
- -----------------------------------------------------------------------------------------------------------------------------------
I CERTIFY THAT I HAVE BEEN ENGAGED IN FULL-TIME WORK FOR THE PRECEDING THREE (3) MONTHS AND AM WORKING AT LEAST THIRTY (30) HOURS A
WEEK IN A NORMAL CAPACITY AND, IN PARTICULAR, HAVE NOT BEEN HOSPITALIZED OR ABSENT FROM WORK DUE TO ILLNESS OR ACCIDENT FOR MORE
THAN A TOTAL OF FIVE(5) DAYS IN THE PRECEDING THREE (3) MONTHS.
Initial________
If I have NOT met this requirement, the absence was due to:
- -----------------------------------------------------------------------------------------------------------------------------------
6. ACKNOWLEDGMENT
- -----------------------------------------------------------------------------------------------------------------------------------
The undersigned declares that the statements and answers contained in this enrollment form are complete and true to the best of
their knowledge and belief; and agrees that coverage can take effect only if the Proposed Insured is alive and all answers material
to the risk are still true and complete when the certificate is delivered and paid for. I agree that the statement and answers
contained in this enrollment form shall form the basis of any contract for life insurance that may be issued; and, a copy of this
enrollment form shall be attached to and made part of the certificate.
I agree that only an Officer of the Company may alter the terms of the enrollment form or the certificate, or waive any of the
Company's rights or requirements.
Signed at _____________________this ________________day of ______________________, 19___________.
- --------------------------------------------------- -------------------------------------------
Signature of Proposed Insured Proposed Insured's Work Telephone Number
(Parent or Guardian if under 15 years of Age)
- -----------------------------------------------------------------------------------------------------------------------------------
Owners Social Security/Tax I.D. No.:
- -----------------------------------------------------------------------------------------------------------------------------------
Under penalties of perjury, I certify that the above is my correct Tax I.D. Number. I also certify that the Internal Revenue
Service has not notified me that I am subject to backup withholding
- -----------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------- --------------------------------------
Signature of Owner if other than Proposed Insured Signature of Licensed Agent
--------------------------------------
Printed Name of Licensed Agent
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
GVL-E98GI [END 000001]
<PAGE>
FUND PARTICIPATION AGREEMENT
Among
[FUND],
[ADVISER],
[DISTRIBUTOR],
And
HARTFORD LIFE INSURANCE COMPANY
<PAGE>
TABLE OF CONTENTS
Page
ARTICLE I. Fund Shares
ARTICLE II. Representations and Warranties
ARTICLE III. Prospectuses, Reports to
Shareholders and Proxy Statements;
Voting
ARTICLE IV. Sales Material and Information
ARTICLE V. Diversification
ARTICLE VI. Potential Conflicts
ARTICLE VII. Indemnification
ARTICLE VIII. Applicable Law
ARTICLE IX. Termination
ARTICLE X. Notices
ARTICLE XI. Miscellaneous
SCHEDULE A Separate Accounts and Contracts
SCHEDULE B Participating Life Investment Trust
Funds
2
<PAGE>
FUND PARTICIPATION AGREEMENT
THIS AGREEMENT, made as of this ___ day of ____________, 1999 by and among
Hartford Life Insurance Company ("Hartford"); a Connecticut corporation, on
its behalf and on behalf of each separate account set forth on SCHEDULE A
attached as it may be amended from time to time (the "Separate Accounts");
[Fund], a __________ corporation (the "Fund"); [Distributor], a
_______________ corporation (the "Distributor") and [Adviser], a ___________
corporation (the "Adviser").
WHEREAS, the Fund engages in business as an open-end management investment
company and is available to act as the investment vehicle for separate
accounts established by insurance companies for life insurance policies and
annuity contracts; and
WHEREAS, the Distributor is registered as a broker/dealer under the
Securities Exchange Act of 1934, as amended (the "1934 Act"), is a member in
good standing of the National Association of Securities Dealers, Inc. (the
"NASD") and serves as principal underwriter of the shares of the Fund; and
WHEREAS, the Adviser is registered as an investment adviser under the
Investment Advisers Act of 1940, as amended, and any applicable state
securities laws and serves as the investment advisor to the Fund; and
WHEREAS, the Fund intends to make available shares of the Fund set forth on
SCHEDULE B, as it may be amended from time to time by mutual agreement of the
parties, to the Separate Accounts of Hartford; and
WHEREAS,Hartford is an insurance company which has registered or will
register the variable annuities and/or variable life insurance policies
listed in Schedule A under the Securities Act of 1933 (the "1933 Act") and
the Investment Company Act of 1940 (the "1940 Act") to be issued by them for
distribution (the "Contracts"); and
NOW, THEREFORE, in consideration of their mutual promises, Hartford, the
Fund, the Distributor and the Adviser agree as follows:
ARTICLE I. FUND SHARES
1.1 The Fund and the Distributor agree to make shares of the Fund available
for purchase on each Business Day by the Separate Accounts. The Fund will
execute orders placed for each Separate Account on a daily basis at the net
asset value next computed after receipt by the Fund or its designee of such
order.
3
<PAGE>
A. For purposes of this Agreement, Hartford shall be the designee of
the Fund and Distributor for receipt of orders from each Separate Account and
receipt by Hartford constitutes receipt by the Fund, provided that the Fund
receives notice of orders by 9:30 a.m. (Eastern time) on the next following
Business Day.
B. For purposes of this Agreement, "Business Day" shall mean any day on
which the New York Stock Exchange is open for trading and on which the Fund
calculates its net asset value pursuant to the rules of the Securities and
Exchange Commission ("SEC"), as set forth in the Fund's prospectus.
1.2 The Board of Trustees of the Fund (the "Board"), acting in good faith
and in the exercise of its fiduciary responsibilities, may refuse to permit
the Fund to sell shares of any Fund to any person, or suspend or terminate
the offering of shares of any Fund if such action is required by law or by
regulatory authorities having jurisdiction over the sale of shares.
1.3 The Fund and the Distributor agree that shares of the Fund will be sold
only to insurance companies for use in conjunction with variable life
insurance policies or variable annuities. No shares of the Fund will be sold
to the general public.
1.4 The Fund and the Distributor agree to redeem for cash, at Hartford's
request, any full or fractional shares of the Fund held by the Separate
Accounts, on a daily basis at the net asset value next computed after receipt
by the Fund or its designee of the request for redemption.
A. For the purposes of this Agreement, Hartford shall be the designee
of the Fund for receipt of redemption requests from each Separate Account and
receipt by Hartford constitutes receipt by the Fund, provided that the
Distributor receives notice of the redemption request by 9:30 a.m. (Eastern
time) on the next following Business Day.
1.5 Hartford agrees that purchases and redemptions of Fund shares offered by
the then current prospectus of the Fund shall be made in accordance with the
provisions of the prospectus.
A. Hartford will place separate orders to purchase or redeem shares of
each Fund. Each order shall describe the net amount of shares and dollar
amount of each Fund to be purchase or redeemed.
B. In the event of net purchases, Hartford will pay for shares before
3:00 p.m. (Eastern time) on the next Business Day after receipt of an order
to purchase shares.
4
<PAGE>
C. In the event of net redemptions, the Fund shall pay the redemption
proceeds in federal funds transmitted by wire before 3:00 p.m. (Eastern time)
on the next Business Day after an order to redeem Fund shares is made.
1.6 Issuance and transfer of the Fund's shares will be by book entry only.
Share certificates will not be issued to Hartford or any Separate Account.
Shares purchased will be recorded in an appropriate title for each Separate
Account or the appropriate sub-account of each Separate Account. The Fund
shall furnish to Hartford the CUSIP number assigned to each portfolio of the
Fund identified in Schedule B attached as may be amended from time to time.
1.7 The Distributor shall notify Hartford in advance of any dividends or
capital gain distributions payable on the Fund's shares, but by no later than
same day notice by 6:00 p.m. Eastern time (by wire or telephone, followed by
written confirmation). Hartford elects to receive all such dividends and
capital gain distributions in additional shares of that Fund. The Fund shall
notify Hartford of the number of shares issued as payment of dividends and
distributions. Hartford reserves the right to revoke this election and to
receive all such dividends and capital gain distributions in cash.
1.8 The Distributor shall make the net asset value per share of each Fund
available to Hartford on a daily basis as soon as reasonably practical after
the net asset value per share is calculated. The Fund shall use its best
efforts to make such net asset value per share available by 6:00 p.m. Eastern
time.
A. If the Distributor provides materially incorrect share net asset
value information through no fault of Hartford, the Separate Accounts shall
be entitled to an adjustment with respect to the Fund shares purchased or
redeemed to reflect the correct net asset value per share.
B. The determination of the materiality of any net asset value pricing
error and its correction shall be based on the SEC's recommended guidelines
regarding these errors. Any material error in the calculation or reporting of
net asset value per share, dividend or capital gain information shall be
reported promptly to Hartford upon discovery. The Fund and/or its agents
shall indemnify and hold harmless Hartford against any amount Hartford is
legally required to pay qualified plans ("Plans") or Contract owners, and
which amount is due to the Fund's or its agents' material miscalculation
and/or incorrect reporting of the daily net asset value, dividend rate or
capital gains distribution rate. Hartford shall submit an invoice to the
Fund or its agents for such losses incurred as a result of the above which
shall be payable within sixty (60) days of receipt. Should a miscalculation
by the Fund or its agents result in a gain to Hartford, Hartford shall
immediately reimburse the Fund or its agents for any material
5
<PAGE>
losses incurred by the Fund or its agents as a result of the incorrect
calculation. Should a material miscalculation by the Fund or its agents
result in a gain to the Plans or Contract owners, Hartford will consult with
the Fund or its designee as to what reasonable efforts shall be made to
recover the money and repay the Fund or its agents. Hartford shall then make
such reasonable effort, at the expense of the Fund or its agents, to recover
the money and repay the Fund or its agents; but Hartford shall not be
obligated to take legal action against the Plans or Contract owners.
With respect to the material errors or omissions described above, this
section shall control over other indemnification provisions in this Agreement.
ARTICLE II. REPRESENTATIONS AND WARRANTIES
2.1 Hartford represents and warrants that:
A. The Contracts are or will be registered under the 1933 Act unless
exempt and that the registrations will be maintained to the extent required
by law;
B. The Contracts will be issued in compliance with all applicable
federal and state laws and regulations.
C. Hartford is duly organized and in good standing under applicable law.
D. Hartford has legally and validly established each Separate Account
prior to any issuance or sale as a segregated asset account under the
Connecticut Insurance Code and has registered or, prior to any issuance or
sale of the Contracts, will register and will maintain the registration of
each Separate Account as a unit investment trust in accordance with the 1940
Act.
2.2 The Fund and the Distributor represent and warrant that:
A. Fund shares sold pursuant to this Agreement shall be registered
under the 1933 Act and the regulations thereunder to the extent required.
B. Fund shares shall be duly authorized for issuance in accordance with
the laws of each jurisdiction in which shares will be offered.
C. Fund shares shall be sold in compliance with all applicable federal
and state securities laws and regulations.
D. The Fund is and shall remain registered under the 1940 Act and the
regulations thereunder to the extent required.
6
<PAGE>
E. The Fund shall amend the registration statement for Fund shares
under the 1933 Act and the 1940 Act, from time to time, as required in order
to effect the continuous offering of its shares.
2.3 The Fund and the Adviser represent and warrant that:
A. The Fund is currently qualified as a Regulated Investment Company
under Subchapter M of the Internal Revenue Code of 1986, as amended (the
"Code"). The Fund and Adviser will make every effort to maintain such
qualification and that both will notify Hartford immediately in writing upon
having a reasonable basis for believing that the Fund has ceased to qualify
or that the Fund might not qualify in the future.
B. The Fund is duly organized and validly existing under the laws of
the state of its incorporation.
C. The Fund does and will comply in all material respects with the 1940
Act.
D. If the Fund determines that it is necessary, the Fund has obtained
or will obtain prior to sale or issuance of the Contracts, an order from the
SEC, granting participating insurance companies and variable insurance
product separate accounts exemptions from the provisions of the 1940 Act, as
amended, and the rules thereunder, to the extent necessary to permit shares
of the Fund to be sold to and held by variable insurance product separate
accounts of both affiliated and unaffiliated life insurance companies.
2.4 The Distributor represents and warrants that:
A. It is and shall remain duly registered under all applicable federal
and state laws and regulations and that it will perform its obligations for
the Fund and Hartford in compliance with the laws and regulations and any
applicable state and federal laws and regulations.
ARTICLE III. PROSPECTUSES; REPORTS TO SHAREHOLDERS AND PROXY
STATEMENTS; VOTING
3.1 The Fund, at its expense, will print and provide Hartford with as many
copies of the Fund's current prospectus and statement of additional
information as Hartford may reasonably request to deliver to existing
Contract owners. At Hartford's request, the Fund will provide, in lieu of the
printed prospectuses, camera-ready film or computer diskettes containing the
Fund's prospectus and statement of additional information for printing by
Hartford at the Fund's expense. Hartford will deliver, at the Fund's expense,
7
<PAGE>
the Fund prospectus and statement of additional information to existing
Contract owners.
A. Hartford may elect to print the Fund's prospectus and/or its
statement of additional information in combination with other fund companies'
prospectuses and statements of additional information.
3.2 Hartford, at its expense, will print the Contract prospectus for use
with prospective owners of Contracts. However, if Hartford chooses to receive
camera-ready film or computer diskettes in lieu of receiving printed copies
of the Fund's prospectus and statement of additional information, the Fund
shall bear the cost of providing the information in that format.
3.3 The Fund, at its expense, will provide Hartford with copies of its
reports to shareholders, and other communications to shareholders in such
quantity as Hartford shall reasonably require for distributing, at the Fund's
expense, to Contract owners.
3.4 The Fund will provide Hartford with copies of its proxy solicitations.
Hartford, at the Fund's expense, will, to the extent required by law, (a)
distribute proxy materials to eligible Contract owners, (b) solicit voting
instructions from eligible Contract owners, (c) vote the Fund shares in
accordance with instructions received from Contract owners; and (d) if
required by law, vote Fund shares for which no instructions have been
received in the same proportion as shares of the Fund for which instructions
have been received.
A. To the extent permitted by applicable laws, Hartford reserves the
right to vote Fund shares held in any Separate Account in its own right.
3.5 Unregistered separate accounts subject to the Employee Retirement Income
Security Act of 1974 ("ERISA") will refrain from voting shares for which no
instructions are received if such shares are held subject to the provisions
of ERISA.
3.6 The Fund will comply with all provisions of the 1940 Act and the rules
thereunder requiring voting by shareholders.
ARTICLE IV. SALES MATERIAL AND INFORMATION
4.1 Hartford shall furnish, or shall cause to be furnished, to the Fund
prior to use, each piece of sales literature or advertising prepared by
Hartford in which the Fund, the Adviser or the Distributor is described. No
sales literature or advertising will be used if the Fund, the Adviser, or the
Distributor reasonably objects to its use within ten (10) Business Days.
8
<PAGE>
4.2 Hartford will not, without the permission of the Fund, make any
representations or statements on behalf of the Fund or concerning the Fund in
connection with the advertising or sale of the Contracts, other than
information or representations contained in: (a) the registration statement
or Fund prospectus, (b) reports to shareholders, (c) proxy statements for the
Fund, or, (d) sales literature or other promotional material approved by the
Fund.
4.3 The Fund shall furnish, or shall cause to be furnished, to Hartford or
its designee, each piece of sales literature or advertising prepared by the
Fund in which Hartford, the Contracts or Separate Accounts, are described.
No sales literature or advertising will be used if Hartford reasonably
objects to its use within ten (10) Business Days.
4.4 Neither the Fund nor the Distributor will, without the permission of
Hartford, make any representations or statements on behalf of Hartford, the
Contracts, or the Separate Accounts or concerning Hartford, the Contracts or
the Separate Account, in connection with the advertising or sale of the
Contracts, other than the information or representations contained in: (a)
the registration statement or prospectus for the Contracts, (b) reports to
shareholders, (c) in sales literature or other promotional material approved
by Hartford.
4.5. The Fund will provide to Hartford at least one complete copy of all
registration statements, prospectuses, statements of additional information,
reports to shareholders, proxy statements, solicitations for voting
instructions, sales literature and other promotional materials, applications
for exemptions and requests for no-action letters, and all amendments, that
relate to the Fund or its shares.
4.6 Hartford will provide to the Fund, upon the Fund's request, at least one
complete copy of all registration statements, prospectuses, statements of
additional information, reports, solicitations for voting instructions, sales
literature and other promotional materials, applications for exemptions, and
requests for no action letters, and all amendments, that relate to the
Contracts.
ARTICLE V. DIVERSIFICATION
5.1 The Fund and the Adviser represent and warrant that, at all times, the
Fund will comply with Section 817 of the Code, the regulations promulgated
thereunder, and any Internal Revenue Service guidance relating to the
diversification requirements for variable annuity, endowment, or life
insurance contracts and any amendments or other modifications to such
statutory, regulatory, or administrative authority. In the event the Fund
ceases to so qualify, it will immediately take all steps necessary (a) to
notify Hartford of such event and (b) to adequately diversify the Fund so as
to achieve compliance within the period afforded by Treasury Regulation
817-5.
9
<PAGE>
ARTICLE VI. POTENTIAL CONFLICTS
6.1 The Board will monitor the Fund for the existence of any material
irreconcilable conflict between the interests of the contract owners of all
separate accounts investing in the Fund.
A. The Board shall promptly inform Hartford if it determines that an
irreconcilable material conflict exists and the implications thereof.
6.2 Hartford will report any potential or existing material irreconcilable
conflict of which it is aware to the Board. This includes, but is not limited
to, an obligation by Hartford to inform the Board whenever Contract owner
voting instructions are disregarded.
6.3 If it is determined by a majority of the Board, or a majority of its
disinterested trustees, that a material irreconcilable conflict exists due to
issues relating to the Contracts, Hartford will, at its expense and to the
extent reasonably practicable, take whatever steps it can which are necessary
to remedy or eliminate the irreconcilable material conflict, including,
without limitation, withdrawal of the affected Separate Account's investment
in the Fund. No charge or penalty will be imposed as a result of such
withdrawal.
6.4 Hartford, at the request of the Adviser will, at least annually, submit
to the Board such reports, materials or data as the Board may reasonably
request so that the Board may fully carry out the obligations imposed upon
them. All reports received by the Board of potential or existing conflicts,
and all Board action with regard to determining the existence of a conflict,
and determining whether any proposed action adequately remedies a conflict,
shall be properly recorded in the minutes of the Board or other appropriate
records, and such minutes or other records shall be made available to the
Securities and Exchange Commission upon request.
ARTICLE VII. INDEMNIFICATION
7.1 Indemnification by Hartford
A. Hartford agrees to indemnify and hold harmless the Distributor, the
Adviser, the Fund and each of its officers, employees and agents and each
person, if any, who controls the Fund within the meaning of Section 15 of the
1933 Act (collectively, the "Indemnified Parties" and individually, the
"Indemnified Party" for purposes of this Section 7.1) against any and all
losses, claims, damages, liabilities
10
<PAGE>
(including amounts paid in settlement with the written consent of Hartford,
which consent shall not be unreasonably withheld) or expenses (including the
reasonable costs of investigating or defending any alleged loss, claim,
damage, liability or expense and reasonable legal counsel fees incurred in
connection therewith) (collectively, "Losses"), to which the Indemnified
Parties may become subject under any statute or regulation, or at common law
or otherwise, insofar as such Losses are related to the sale or acquisition
of Fund shares or the Contracts and:
1. Arise out of or are based upon any untrue statements or alleged
untrue statements of any material fact contained in a disclosure document for
the Contracts or in the Contracts themselves or in sales literature generated
or approved by Hartford on behalf of the Contracts or Separate Accounts (or
any amendment or supplement to any of the foregoing) (collectively, "Company
Documents" for the purposes of this Section 7.1), or arise out of or are
based upon the omission or the alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements
therein not misleading, provided that this indemnity shall not apply as to
any Indemnified Party if such statement or omission or such alleged statement
or omission was made in reliance upon and was accurately derived from written
information furnished to Hartford by or on behalf of the Fund for use in
Company Documents or otherwise for use in connection with the sale of the
Contracts or Fund shares; or
2. Arise out of or result from statements or representations
(other than statements or representations contained in and accurately derived
from Fund Documents as defined in Section 7.2 (A)(1)) or wrongful conduct of
Hartford or persons under its control, with respect to the sale or
acquisition of the Contracts or Fund shares; or
3. Arise out of or result from any untrue statement or alleged
untrue statement of a material fact contained in Fund Documents as defined in
Section 7.2(A)(1) or the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the
statements therein not misleading if such statement or omission was made in
reliance upon and accurately derived from written information furnished to
the Fund by or on behalf of Hartford; or
4. Arise out of or result from any failure by Hartford to provide
the services or furnish the materials required under the terms of this
Agreement; or
5. Arise out of or result from any material breach of any
representation and/or warranty made by Hartford in this Agreement or arise
out of or result from any other material breach of this Agreement by Hartford.
11
<PAGE>
B. Hartford shall not be liable under this indemnification provision
with respect to any Losses to which an Indemnified Party would otherwise be
subject by reason of such Indemnified Party's willful misfeasance, bad faith,
or gross negligence in the performance of such Indemnified Party's duties or
by reason of such Indemnified Party's reckless disregard of obligations and
duties under this Agreement or to the Fund or Distributor, whichever is
applicable.
C. Hartford shall not be liable under this indemnification provision
with respect to any claim made against an Indemnified Party unless such
Indemnified Party shall have notified Hartford in writing within a reasonable
time after the summons or other first legal process giving information of the
nature of the claim shall have been served upon such Indemnified Party (or
after such Indemnified Party shall have received notice of such service on
any designated agent), but failure to notify Hartford of any such claim shall
not relieve Hartford from any liability which it may have to the Indemnified
Party against whom such action is brought otherwise than on account of this
indemnification provision. In case any such action is brought against the
Indemnified Parties, Hartford shall be entitled to participate, at its own
expense, in the defense of such action. Hartford also shall be entitled to
assume the defense thereof, with counsel satisfactory to the party named in
the action. After notice from Hartford to such party of Hartford's election
to assume the defense thereof, the Indemnified Party shall bear the fees and
expenses of any additional counsel retained by it, and Hartford will not be
liable to such party under this Agreement for any legal or other expenses
subsequently incurred by such party independently in connection with the
defense thereof other than reasonable costs of investigation.
D. The Indemnified Parties will promptly notify Hartford of the
commencement of any litigation or proceedings against them in connection with
the issuance or sale of the Fund shares or the Contracts or the operation of
the Fund.
7.2 Indemnification by the Distributor, the Adviser, and the Fund
A. The Distributor, the Adviser, and the Fund agree to indemnify and
hold harmless Hartford and each of its directors, officers, employees and
agents and each person, if any, who controls Hartford within the meaning of
Section 15 of the 1933 Act (collectively, the "Indemnified Parties" and
individually, an "Indemnified Party" for purposes of this Section 7.2)
against any and all losses, claims, damages, liabilities (including amounts
paid in settlement with the written consent of the Distributor, the Adviser,
and the Fund, which consent shall not be unreasonably withheld) or expenses
(including the reasonable costs of investigating or defending any losses,
claims, damages, liabilities or expenses and reasonable legal counsel fees
incurred in connection therewith (collectively, "Losses") to which the
Indemnified Parties may become subject under any statute or regulation, at
common law or otherwise, insofar
12
<PAGE>
as such Losses are related to the sale or acquisition of the Fund's shares or
the Contracts and:
1. Arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in the Registration
Statement, prospectus or sales literature of the Fund (or any amendment or
supplement to any of the foregoing) (collectively, the "Fund Documents") or
arise out of or are based upon the omission or the alleged omission to state
therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, provided that this agreement to
indemnify shall not apply as to any Indemnified Party if such statement or
omission of such alleged statement or omission was made in reliance upon and
in conformity with information furnished to the Distributor, the Adviser, or
Fund by or on behalf of Hartford for use in the Registration Statement or
prospectus for the Fund or in sales literature (or any amendment or
supplement) or otherwise for use in connection with the sale of the Contracts
or Fund shares; or
2. Arise out of or as a result of statements or representations
(other than statements or representations contained in the disclosure
documents or sales literature for the Contracts not supplied by the
Distributor, the Adviser, or the Fund or persons under their control) or
wrongful conduct of the Fund, Adviser or Distributor or persons under their
control, with respect to the sale or distribution of the Contracts or Fund
shares; or
3. Arise out of any untrue statement or alleged untrue statement
of a material fact contained in a disclosure document, or sales literature
covering the Contracts, or any amendment thereof or supplement thereto, or
the omission or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statement or statements therein
not misleading, if such statement or omission was made in reliance upon
information furnished to Hartford by or on behalf of the Distributor, the
Adviser, or the Fund; or
4. Arise as a result of any failure by the Distributor, the
Adviser, or the Fund to provide the services and furnish the materials under
the terms of this Agreement; or
5. Arise out of or result from any material breach of any
representation and/or warranty made by the Distributor, the Adviser, or the
Fund in this Agreement or arise out of or result from any other material
breach of this Agreement by the Distributor, the Adviser, or the Fund; as
limited by and in accordance with the provisions of Sections 7.2(B) and
7.2(C) hereof.
13
<PAGE>
B. The Distributor, the Adviser, or the Fund shall not be liable under
this indemnification provision with respect to any Losses to which an
Indemnified Party would otherwise be subject by reason of such Indemnified
Party's willful misfeasance, bad faith, or gross negligence in the
performance of such Indemnified Party's duties or by reason of such
Indemnified Party's reckless disregard of obligations and duties under this
Agreement or to each Company or the Separate Account, whichever is applicable.
C. The Distributor, the Adviser, or the Fund shall not be liable under
this indemnification provision with respect to any claim made against an
Indemnified Party unless such Indemnified Party shall have notified the
Distributor, the Adviser, or the Fund, as applicable, in writing within a
reasonable time after the summons or other first legal process giving
information of the nature of the claim shall have been served upon such
Indemnified Party (or after such Indemnified Party shall have received notice
of such service on any designated agent), but failure to notify the
Distributor, the Adviser, or the Fund of any such claim shall not relieve the
Distributor, the Adviser, or the Fund from any liability which they may have
to the Indemnified Party against whom such action is brought otherwise than
on account of this indemnification provision. In case any such action is
brought against the Indemnified Parties, the Distributor, the Adviser, or the
Fund will be entitled to participate, at their own expense, in the defense
thereof. The Distributor, the Adviser, and the Fund also shall be entitled to
assume the defense thereof, with counsel satisfactory to the party named in
the action. After notice from the Distributor, the Adviser, and the Fund to
such party of their election to assume the defense thereof, the Indemnified
Party shall bear the expenses of any additional counsel retained by it, and
the Distributor, the Adviser, and the Fund will not be liable to such party
under this Agreement for any legal or other expenses subsequently incurred by
such party independently in connection with the defense thereof other than
reasonable costs of investigation.
D. Hartford agrees promptly to notify the Distributor, the Adviser, and
the Fund of the commencement of any litigation or proceedings against it or
any of its officers or directors in connection with the issuance or sale of
the Contracts or the operation of each Separate Account.
7.3 Any party seeking indemnification (the "Potential Indemnitee") will
promptly notify any party from whom they intend to seek indemnification (each
a "Potential Indemnitor") of all demands made and/or actions commenced
against the Potential Indemnitee which may require a Potential Indemnitor to
provide such indemnification. At its option and expense, a Potential
Indemnitor may retain counsel and control any litigation for which it may be
responsible to indemnify a Potential Indemnitee under this Agreement.
14
<PAGE>
7.4 With respect to any claim, the parties each shall give the other
reasonable access during normal business hours to its books, records, and
employees and those books, records, and employees within its control
pertaining to such claim, and shall otherwise cooperate with one another in
the defense of any claim. Regardless of which party defends a particular
claim, the defending party shall give the other parties written notice of any
significant development in the case as soon as practicable, and such other
party, at all times, shall have the right to intervene in the defense of the
case.
7.5 If a party is defending a claim and indemnifying the other party
hereto, and: (i) a settlement proposal is made by the claimant, or (ii) the
defending party desires to present a settlement proposal to the claimant,
then the defending party promptly shall notify the other party hereto of such
settlement proposal together with its counsel's recommendation. If the
defending party desires to enter into the settlement and the other party
fails to consent within five (5) business days (unless such period is
extended, in writing, by mutual agreement of the parties hereto), then the
other party, from the time it fails to consent forward, shall defend the
claim and shall further indemnify the defending party for all costs
associated with the claim which are in excess of the proposed settlement
amount.
Regardless of which party is defending the claim: (i) if a settlement
requires an admission of liability by the non-defending party or would
require the non-defending party to either take action (other than purely
ministerial action) or refrain from taking action (due to an injunction or
otherwise) (a "Specific Performance Settlement"), the defending party may
agree to such settlement only after obtaining the express, written consent of
the non-defending party. If a non-defending party fails to consent to a
Specific Performance Settlement, the consequences described in the last
sentence of the first paragraph of this Section 7.5 shall not apply.
7.6 The parties shall use good faith efforts to resolve any dispute
concerning this indemnification obligation. Should those efforts fail to
resolve the dispute, the ultimate resolution shall be determined in a de novo
proceeding, separate and apart from the underlying matter complained of,
before a court of competent jurisdiction. Either party may initiate such
proceedings with a court of competent jurisdiction at any time following the
termination of the efforts by such parties to resolve the dispute
(termination of such efforts shall be deemed to have occurred thirty (30)
days from the commencement of the same unless such time period is extended by
the written agreement of the parties). The prevailing party in such a
proceeding shall be entitled to recover reasonable attorneys' fees, costs,
and expenses.
ARTICLE VIII. APPLICABLE LAW
8.1 This Agreement shall be construed and the provisions hereof interpreted
under and in accordance with the laws of the State of Connecticut.
15
<PAGE>
8.2 This Agreement, its terms and definitions, shall be subject to the
provisions of the 1933, 1934 and 1940 Acts, and the rules and regulations and
rulings thereunder, including such exemptions from those statutes, rules and
regulations as the Securities and Exchange Commission may grant.
ARTICLE IX. TERMINATION
9.1 This Agreement shall continue in full force and effect until the first
to occur of:
A. Termination by any party for any reason upon six-months advance
written notice delivered to the other parties, it being understood that no
party may give notice under this provision until July 1, 2004; or
B. Termination by Hartford by written notice to the Fund, the Adviser
or the Distributor with respect to any Fund in the event any of the Fund's
shares are not registered, issued or sold in accordance with applicable state
and/or federal law, or such law precludes the use of such shares as the
underlying investment medium of the Contracts issued or to be issued by
Hartford; or,
C. Termination by Hartford upon written notice to the Fund with respect
to any Fund in the event that such Fund ceases to qualify as a Regulated
Investment Company under Subchapter M of the Code or under any successor or
similar provision; or
D. Termination by Hartford upon written notice to the Fund and the
Distributor with respect to any Fund in the event that such Fund fails to
meet the diversification requirements specified in this Agreement.
9.2 Effect of Termination.
A. Notwithstanding any termination of this Agreement, the Fund shall at
the option of Hartford, continue to make available additional shares of the
Fund pursuant to the terms and conditions of this Agreement, for all
Contracts in effect on the effective date of termination of this Agreement
(the "Existing Contracts") unless such further sale of Fund shares is
proscribed by law, regulation or applicable regulatory body. Specifically,
without limitation, the owners of the Existing Contracts will be permitted to
direct allocation and reallocation of investments in the Fund, redeem
investments in the Fund and invest in the Fund through additional purchase
payments.
B. Hartford agrees not to redeem Fund shares attributable to the
Contracts except (i) as necessary to implement Contract owner initiated or
approved transactions,
16
<PAGE>
or (ii) as required by state and/or federal laws or regulations or judicial
or other legal precedent of general application or (iii) as permitted by an
order of the SEC. Upon request, Hartford will promptly furnish to the Fund
the opinion of counsel for Hartford to the effect that any redemption
pursuant to clause (ii) above is a legally required redemption.
C. In addition to the foregoing, Article VII Indemnification shall
survive any termination of this Agreement.
ARTICLE X. NOTICES
10.1 Any notice shall be sufficiently given when sent by registered or
certified mail to the other party at the address of such party set forth
below or at such other address as such party may from time to time specify in
writing to the other party.
If to the Fund:
____________________________
____________________________
____________________________
If to the Distributor:
____________________________
____________________________
____________________________
If to the Adviser:
____________________________
____________________________
____________________________
If to Hartford: With a copy to:
Hartford Life Insurance Co. Hartford Life Insurance Co.
200 Hopmeadow Street 200 Hopmeadow Street
Simsbury, Connecticut 06070 Simsbury, Connecticut 06070
Attn: Thomas M. Marra Attn: Lynda Godkin, General Counsel
17
<PAGE>
ARTICLE XI. MISCELLANEOUS
11.1 Subject to the requirements of legal process and regulatory authority,
each party will treat as confidential the names and addresses of the owners
of the Contracts and all information reasonably identified as confidential in
writing by any other parties and, except as permitted by this Agreement,
shall not disclose, disseminate or utilize such names and addresses and other
confidential information until such time as it may come into the public
domain without the express written consent of the affected party.
11.2 The captions in this Agreement are included for convenience of
reference only and in no way define or delineate any of the provisions hereof
or otherwise affect their construction or effect.
11.3 This Agreement may be executed simultaneously in two or more
counterparts, each of which taken together shall constitute one and the same
instrument.
11.4 If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this Agreement
shall not be affected thereby.
11.5 Each party shall cooperate with each other party and all appropriate
governmental authorities (including without limitation the SEC, the NASD and
state insurance regulators) and shall permit such authorities (and other
parties) reasonable access to its books and records in connection with any
investigation or inquiry relating to this Agreement or the transactions
contemplated hereby.
11.6 The rights, remedies and obligations contained in this Agreement are
cumulative and are in addition to any and all rights, remedies and
obligations at law or in equity, which the parties hereto are entitled to
under state and federal laws.
11.7 This Agreement or any of the rights and obligations hereunder may not
be assigned by any party without the prior written consent of all parties.
IN WITNESS WHEREOF, each of the parties has caused this Agreement to be
executed in as name and on its behalf by its duly authorized representative
as of the date specified above.
Hartford Life Insurance Company
On its behalf and each Separate Account named in
Schedule A, as may be amended from time to time
18
<PAGE>
By:
---------------------------------------------
Peter Cummins
Its Senior Vice President
FUND
By:
---------------------------------------------
Its
DISTRIBUTOR
By:
---------------------------------------------
Its
ADVISER
By:
---------------------------------------------
Its
19
<PAGE>
SCHEDULE A
SEPARATE ACCOUNTS AND CONTRACTS
- ----------------------------------------------------------------------------
NAME OF SEPARATE ACCOUNT AND DATE ESTABLISHED CONTRACT FORM NUMBERS
- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------
20
<PAGE>
SCHEDULE B
PARTICIPATING FUNDS
21
<PAGE>
[LOGO]
HARTFORD LIFE
August 3, 1999
LYNDA GODKIN, SENIOR VICE PRESIDENT,
GENERAL COUNSEL & CORPORATE SECRETARY
Board of Directors
Hartford Life and Annuity Insurance Company
200 Hopmeadow Street
Simsbury, CT 06089
RE: ICMG REGISTERED VARIABLE LIFE SEPARATE ACCOUNT ONE
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
Initial Registration Statement
Dear Sir/Madam:
I have acted as General Counsel to Hartford Life and Annuity Insurance Company
(the "Company"), a Connecticut insurance company, and Hartford Life and Annuity
Insurance Company ICMG Registered Variable Life Separate Account One (the
"Account") in connection with the registration of an indefinite amount of
securities in the form of flexible premium variable life insurance policies (the
"Policies") with the Securities and Exchange Commission under the Securities Act
of 1933, as amended. I have examined such documents (including the Form S-6
Registration Statement) and reviewed such questions of law as I considered
necessary and appropriate, and on the basis of such examination and review, it
is my opinion that:
1. The Company is a corporation duly organized and validly existing as a stock
life insurance company under the laws of the State of Connecticut and is
duly authorized by the Insurance Department of the State of Connecticut to
issue the Policies.
2. The Account is a duly authorized and validly existing separate account
established pursuant to the provisions of Section 38a-433 of the
Connecticut Statutes.
3. To the extent so provided under the Policies, that portion of the assets of
the Account equal to the reserves and other contract liabilities with
respect to the Account will not be chargeable with liabilities arising out
of any other business that the Company may conduct.
4. The Policies, when issued as contemplated by the Form S-6 Registration
Statement, will constitute legal, validly issued and binding obligations of
the Company.
<PAGE>
Board of Directors
Hartford Life and Annuity Insurance Company
August 3, 1999
Page 2
I hereby consent to the filing of this opinion as an exhibit to the Form S-6
Registration Statement for the Policies and the Account.
Sincerely,
/s/ Lynda Godkin
Lynda Godkin
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY'S
DESCRIPTION OF TRANSFER AND REDEMPTION PROCEDURES
This document sets forth, as required by rule 6e-3(T)(b)(12)(ii), the
administrative procedures that will be followed by Hartford Life and Annuity
Insurance Company ("Hartford") in connection with the issuance of its group
flexible premium variable life insurance policy (the "Group Policy"), the
transfer of assets held thereunder, and the redemption by Owners of their
interests in the certificates (the "Certificates") issued under the Group
Policies. The document also describes the method that Hartford will use in
adjusting the payments and cash values when a Policy is exchanged for a fixed
benefit insurance policy pursuant to Rule 6e-3(T)(b)(13)(v)(B).
TRANSFER AND REDEMPTION PROCEDURES
1. PURCHASE AND RELATED TRANSACTIONS
A. PREMIUM SCHEDULES AND UNDERWRITING STANDARDS
This Group Policy is a flexible premium policy. Premiums for the
Certificates will not be the same for all Owners. The amount of Initial
Premium is based upon the Insured's Age, premium class and the Initial
Face Amount of the Certificate. The Group Policies and Certificates
will be offered and sold pursuant to established underwriting standards
and in accordance with state insurance laws, which prohibit unfair
discrimination among Owners, but recognize that premiums must be based
upon factors such as age, health or occupation.
B. APPLICATION AND INITIAL PREMIUM PROCESSING
Upon receipt of a completed application, Hartford will follow certain
insurance underwriting (i.e., evaluation of risks) procedures designed
to determine whether the applicant is insurable. This process may
involve such verification procedures as medical examinations and may
require that further information be provided by the proposed Insured
before a determination can be made. A Certificate will not be issued
and consequently a Coverage Date established, until this underwriting
procedure has been completed.
If a premium is submitted with the enrollment form for a Certificate,
insurance coverage will begin immediately if the proposed Insured is
insurable at a standard rate under a conditional receipt agreement.
Otherwise, insurance coverage will not begin until the Coverage Date.
In either case, the Certificate when issued will be effective from the
date Hartford receives the Initial Premium at its Customer Service
Center.
If a premium is not paid with the enrollment form, insurance coverage
will begin and the Certificate will be effective on the later of the
date, the underwriting determination is made or on the date the Initial
Premium is received.
<PAGE>
C. PREMIUM ALLOCATION
In the enrollment form for a Certificate, the Owner can allocate the
initial premium among various Investment Divisions. Depending upon
applicable state law requirements, Hartford will allocate the entire
premium either to Money Market Investment Division or immediately among
the Owner's chosen Investment Divisions. If premiums are initially
allocated to the Money Market Investment Division, at a later date, the
value of the Owner's interest therein will be allocated among the
Investment Divisions in accordance with the Owner's instructions in the
enrollment form. The owner may select up to five (5) Investment
Divisions in which to allocate premium payment. An allocation to any
one Investment Division must be for 10% of Net Premiums or more, in
whole percentages.
D. POLICY LOANS
An Owner may obtain a cash loan from Hartford, which is secured by the
Certificate. The aggregate amount of all Loans (including the currently
applied for loan) may not exceed the sum of the Cash Surrender Value
plus outstanding Debt, multiplied by 0.90, less outstanding Debt.
The amount of each Loan will be transferred on a Pro Rata Basis from
each of the Investment Divisions (unless the Owner specifies otherwise)
to the Loan Account. The Loan Account is a mechanism used to ensure
that any outstanding Debt remains fully secured by the policy values.
LOAN INTEREST
Interest will accrue daily on the Loan at the Adjustable Loan Interest
Rate indicated in the Certificate. The difference between the value of
the Loan Account and the Debt will be transferred on a Pro Rata Basis
from the Investment Divisions to the Loan Account on each Monthly
Deduction Date.
CREDITED INTEREST
Amounts in the Loan Account attributable to a particular Loan will be
credited with interest at a rate equal to the Adjustable Loan Interest
Rate, minus 1%.
LOAN REPAYMENTS
A Loan can be repaid in any part of its entirety at any time.
The amount of Loan Repayment will be deducted from the Loan Account and
will be allocated among the Investment Divisions in the same percentage
as Net Premiums are allocated as of the date of the Loan Repayment.
<PAGE>
TERMINATION DUE TO EXCESSIVE INDEBTEDNESS
If total Indebtedness equals or exceeds the Cash Surrender Value, the
Certificate will terminate 31 days after Hartford mails notice to the
Owner's last known address and that of any assignees of record. If
sufficient Loan repayment is not made by the end of the Grace Period,
the certificate will end without value.
EFFECT OF LOANS ON INVESTMENT VALUE
A Loan, whether or not repaid, will have a permanent effect on the
Investment Value because the investment results of each Investment
Division will apply only to the amount remaining in such Investment
Divisions. The longer a Loan is outstanding, the greater the effect is
likely to be. The effect could be favorable or unfavorable. If the
Investment Divisions earn more than the annual interest rate for funds
held in the Loan Account, an Owner's Investment Value will not increase
as rapidly as it would have had no Loan been made. If the Investment
Divisions earn less than the Loan Account, the Owner's Investment Value
will be greater than it would have been had no loan been made. Also, if
not repaid, the aggregate amount of the outstanding Loan (i.e., the
Debt) will reduce the Death Proceeds and Cash Surrender Value otherwise
payable.
II. TRANSFER AMONG INVESTMENT DIVISIONS
The Separate Account is divided into Investment Divisions, each of which
invests in shares of an open- end diversified management investment
company registered with the Commission. At any time, the owner may
transfer value among the Investment Divisions. We reserve the right at
a future date to limit the size of transfers and remaining balances and
to limit the number and frequency of transfers.
A transfer will take effect on the date the written request (or
telephone request) is received at Hartford unless a later date is
designated in the request for transfer. A transfer from the Money
Market Investment Division at the end of the right to examine period or
a transfer arising because of a substitution of securities by Hartford
will also not be considered a transfer.
III. "REDEMPTION" PROCEDURES: SURRENDER AND RELATED TRANSACTIONS
A. Surrenders Under the Certificate
At any time before the death of the Insured and while the Certificate is
in force, the Owner may completely surrender the Certificate by written
request. Hartford will pay the surrender payment, which will be the
Certificate Owner's Cash Surrender Value, within seven days after
Hartford receives the written request, unless payment is postponed
pursuant to the relevant provision of the investment Company Act of 1940.
<PAGE>
B. Benefit Claims
As long as the Certificate remains in force, Hartford will usually play
the Death Proceeds to the named Beneficiary within seven days after
receipt of due proof of death of the Insurance unless the Certificate is
contested. Payment of the Death Proceeds may be postponed as permitted
pursuant to the relevant provisions of the Investment Company Act of
1940. The Death Proceeds equal the Death Benefit under the Certificate
less any Debt outstanding under the Certificate. The Death Benefit will
be determined on the date of death of the insured and a function of the
Death Benefit option chosen by the Owner.
In lieu of payment of the Death Proceeds in a single sum, an election
may be made to apply all or a portion of the proceeds under one of the
fixed benefit settlement options described in the Certificate or a
combination of options. The election may be made by the Owner during
the Insured's lifetime. The Beneficiary may make or change an election
within 90 days of the death of the Insured, unless the Owner has made an
irrevocable election. The fixed benefit settlement options are subject
the restrictions and limitations set forth in the Certificate.
C. CERTIFICATE LAPSE
The Certificate will terminate 61 days after a Monthly Deduction Date on
which the Cash Surrender Value is insufficient to pay charges due under
the Certificate. The 61-day period is the Grace Period. If sufficient
premium is not paid by the end of the Grace Period, the Certificate will
terminate without value. If the required premium to cover all
outstanding charges is not paid by the end of the Grace Period, the
Certificate will terminate.
If the Certificate lapses, the Owner may reinstate the Certificate by
payment of a premium in an amount large enough to keep the coverage in
force for at least three (3) months following the date of reinstatement.
A request for reinstatement may be made at any time within three years
of lapse. If a Loan was outstanding at the time of lapse, Hartford will
require repayment of the Loan before permitting reinstatement of the
Loan will also be reinstated. In addition, Hartford reserves the right
to require satisfactory evidence of insurability.
D. POLICY LOANS
See "Purchase and Related Transactions, "Section I.D. on page 2 of this
Exhibit.
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
POWER OF ATTORNEY
-----------------
Gregory A. Boyko
David T. Foy
Lynda Godkin
Thomas M. Marra
Lowndes A. Smith
David M. Znamierowski
do hereby jointly and severally authorize Lynda Godkin, Christine Repasy,
Marianne O'Doherty, Thomas S. Clark and Brian Lord to sign as their agent,
any Registration Statement, pre-effective amendment, post-effective amendment
and any application for exemptive relief of the Hartford Life and Annuity
Insurance Company under the Securities Act of 1933 and/or the Investment
Company Act of 1940, and do hereby ratify any such signatures heretofore made
by such persons.
IN WITNESS WHEREOF, the undersigned have executed this Power of Attorney for
the purpose herein set forth.
/s/ Gregory A. Boyko Dated as of January 15, 1999
- ------------------------------
Gregory A. Boyko
/s/ David T. Foy Dated as of January 15, 1999
- ------------------------------
David T. Foy
/s/ Lynda Godkin Dated as of January 15, 1999
- ------------------------------
Lynda Godkin
/s/ Thomas M. Marra Dated as of January 15, 1999
- ------------------------------
Thomas M. Marra
/s/ Lowndes A. Smith Dated as of January 15, 1999
- ------------------------------
Lowndes A. Smith
/s/ David M. Znamierowski Dated as of January 15, 1999
- ------------------------------
David M. Znamierowski
<PAGE>
ORGANIZATIONAL CHART
<TABLE>
<CAPTION>
<S> <C>
THE HARTFORD FINANCIAL SERVICES GROUP, INC.
(DELAWARE)
|
---------------------------------------------
NUTMEG INSURANCE COMPANY |
(CONNECTICUT) THE HARTFORD INVESTMENT
| MANAGEMENT COMPANY
HARTFORD FIRE INSURANCE COMPANY (DELAWARE)
(CONNECTICUT) |
| |
HARTFORD ACCIDENT AND INDEMNITY COMPANY HARTFORD INVESTMENT
(CONNECTICUT) SERVICES, INC.
| (CONNECTICUT)
HARTFORD LIFE, INC.
(DELAWARE)
|
HARTFORD LIFE & ACCIDENT INSURANCE COMPANY
(CONNECTICUT)
|
|
|
-------------------------------------------------------------------------------------------------------------------------
| | | | | | | | |
ITT HARTFORD LIFE | | | | | | HLIC PLANCO
INTERNATIONAL LTD. | | | | | | CANADA FINANCIAL
(CONNECTICUT) | | | | | | HOLDINGS, INC. SERVICES,
| | | | | | | (CANADA) INCORPORATED
| | | | | | | | (PENNSYLVANIA)
| | | | | | | | |
| | ALPINE LIFE HARTFORD FINANCIAL HARTFORD LIFE HARTFORD AMERICAN | |
| | INSURANCE SERVICES LIFE INSURANCE COMPANY FINANCIAL MATURITY LIFE | |
| | COMPANY INSURANCE CO. (CONNECTICUT) SERVICES, LLC INSURANCE COMPANY | |
| | (CONNECTICUT) (CONNECTICUT) | (DELAWARE) (CONNECTICUT) | PLANCO, INC.
| | | | | | (PENNSYLVANIA)
| | ------------------------------------- | AML FINANCIAL, INC. |
HARTFORD CALMA | | | | | (CONNECTICUT) |
COMPANY | ROYAL LIFE HARTFORD HARTFORD | HARTFORD
(FLORIDA) | INSURANCE INTERNATIONAL LIFE AND | LIFE INSURANCE
| COMPANY LIFE REASSURANCE ANNUITY INSURANCE | COMPANY
| OF AMERICA CORP. COMPANY | OF CANADA
|(CONNECTICUT) (CONNECTICUT) (CONNECTICUT) | (CANADA)
| | |
| | |
| ITT HARTFORD |
| LIFE, LTD. |
| (BERMUDA) |
| |
| |
----------| ---------------------------------------------------------------------------------------------
| | | | | |
INTERNATIONAL MS FUND HL INVESTMENT HARTFORD HARTFORD SECURITIES HARTFORD COMP. EMP.
CORPORATE AMERICA 1993-K ADVISORS, LLC EQUITY SALES DISTRIBUTION BENEFITS SERVICE
MARKETING GROUP, INC. SPE, INC. (CONNECTICUT) COMPANY, INC. COMPANY, INC. COMPANY
(CONNECTICUT) (DELAWARE) | (CONNECTICUT) (CONNECTICUT) (CONNECTICUT)
| |
| |
THE EVERGREEN HARTFORD INVESTMENT
GROUP, INC. FINANCIAL SERVICES
(NEW YORK) COMPANY
(DELAWARE)
</TABLE>
<PAGE>
<TABLE>
<S> <C>
THE HARTFORD FINANCIAL SERVICES GROUP, INC.
(DELAWARE)
|
NUTMEG INSURANCE COMPANY
(CONNECTICUT)
|
HARTFORD FIRE INSURANCE COMPANY
(CONNECTICUT)
|
----------------------------------------------------------------------------------------------------------------------------
| | |
| | ITT HARTFORD LIFE
| | -------INTERNATIONAL LTD.
| | | (CONNECTICUT)
| | | |
| | | ITT HARTFORD
| | | ----SUDAMERICANA
| | | | HOLDING S.A.
| | | | (ARGENTINA)
| | | |------------------------------------------------------
| | | | | |
| | | | HARTFORD GALICIA INSTITUTO DE
| | | | SEGUROS VIDA COMPANIA SALTA COMPANIA DE
| | | |--------DE VIDA DE SEGUROS S.A. SEGUROS DE VIDA S.A.
| | | | (URUGUAY) (ARGENTINA) (ARGENTINA)
| | | |
| | ICATU | | ITT HARTFORD
| | HARTFORD | |-----SEGUROS DE VIDA
| | SEGUROS S.A.----------| | (ARGENTINA)
| | (BRAZIL) | |
| | | | |
| | | | | ITT HARTFORD
| | -- ----------| | |------SEGUROS DE
| | | | | | RETIRO S.A.
| | | | | | (ARGENTINA)
|-----------|----------------|---------------|---|--------------------------------------------------------------------------
| | | | | |
| | | ICATU HARTFORD | | CONSULTORA DE CAPITALES
| | | FUNDO DE PENSAO | | S.A. SOCIEDAD GERENTE
| | | (BRAZIL) | |----DE FONDOS COMUNES
| | | | | | DE ENVERSION
| | | | | | (ARGENTINA)
| | | ICATU HARTFORD | |
| | | CAPITALIZACAO S.A. | | CLARIDAD
| | | (BRAZIL) | | ADMINISTRADORA DE
| | | | | |---FONDOS DE JUBILACIONES
| | | BRAZILCAP | | Y PENSIONES S.A.
| | | CAPITALIZACAO S.A. | | (ARGENTINA)
| | | (BRAZIL) | |
| | | | |
| | -------------------------- | |
| |--------------- | | |
| | | | |
HARTFORD FIRE HARTFORD FIRE | | |------- SEGPOOL S.A.
INTERNATIONAL------------INTERNATIONAL, LTD. | | | (ARGENTINA)
(GERMANY) GMBH (CONNECTICUT) | | |
(WEST GERMANY) | | |
| | |
ICATU HARTFORD | | | THESIS S.A.
ADMINISTRACAO | | |-------- (ARGENTINA)
DE BENEFICIOS LTDA-- | | |
(BRAZIL) | |
| |
----------------- |
| |
CAB |--------- U.O.R., S.A.
CORPORATION (ARGENTINA)
(BRITISH VIRGIN ISLANDS)
</TABLE>
<PAGE>
<TABLE>
<S> <C>
THE HARTFORD FINANCIAL SERVICES GROUP, INC.
(DELAWARE)
|
NUTMEG INSURANCE COMPANY
(CONNECTICUT)
|
HARTFORD FIRE INSURANCE COMPANY
(CONNECTICUT)
|
- --------------------------------------------------------------------------------------------------------------------------------|
| |
THE HARTFORD INTERNATIONAL |
|-----------------------------------------------------------------------FINANCIAL SERVICES GROUP, INC. |
| | | (DELAWARE) |
| | | ----------------------|----------------- |
| | | | | | | |
ZWOLSCHE | | ITT HARTFORD LONDON AND | HARTFORD |
ALGEMEENE N.V. | | INTERNATIONAL, LTD. EDINBURGH | EUROPE, INC. |
(NETHERLANDS) | | (U.K.) INSURANCE GROUP, LTD.| (DELAWARE) |
| | | (U.K.) | |
| | | | | |
| | | ------------- | |
| | | | | |
| ITT ASSURANCES HARTFORD INTERNATIONAL | LONDON AND --ITT ERCOS |
| S.A. INSURANCE CO., N.V. |--- EDINBURGH DE SEGUROS Y |
| ZWOLSCHE ALGEMEENE (FRANCE) (BELGIUM) | INSURANCE CO., LTD. REASEGUROS S.A.|
|----SCHADEVERZEKERING | | (U.K.) (SPAIN) |
--------| N.V.----------------------------------- | | | |
| | (NETHERLANDS) | | | | |
Z.A. | | | | EXCESS INSURANCE |
- --VERZEKERINGEN | | | | COMPANY LTD. |
| N.V. | ZWOLSCHE ALGEMEENE | | | (U.K.) |
| (BELGIUM) |------HERVERZEKERING B.V. | | | |
| | -----| (NETHERLANDS) | | | LONDON AND |
| | | | | | |--- EDINBURGH LIFE |
| Z.A. LUX S.A. | | | | ASSURANCE CO., LTD. |
| (LUXEMBURG) | ZWOLSCHE ALGEMEENE | | | (U.K.) |
| |--LEVENS-VERZEKERING N.V.------------ | | | |
| | (NETHERLANDS) | | | | |
- ----------------|------------------------------------|------------|------|--------------|---------------------------------------|
| | | | | | |
| -------- | | | | |
| | | | | | | |
| ZWOLSCHE | ZWOLSCHE ALGEMEENE ZWOLSCHE ALGEMEENE | | | |
| ALGEMEENE |-----HYPOTHEKEN N.V. BELEGGINGEN III B.V. | | | |
| EUROPA B.V. | (NETHERLANDS) (NETHERLANDS) | | | |
| (NETHERLANDS) | ---------- | | |
- --------| | | | | |
| EXPLOITATIEMAAT- BELEGGINGSMAAT- | | |
|----- SCHAPPIJ SCHAPPIJ | | |
| BUIZERDLAAN B.V. BUIZERDLAAN B.V. | | |
| (NETHERLANDS) (NETHERLANDS) | | |
| | | |
| | | -----
| HOLLAND | |-------------------------- |
|---- BELEGGINGSGROEP B.V. | | | |
(NETHERLANDS) | |----------------- | |
| -------| | | |
| | | | | |
| | | | | |
F.A. KNIGHT | MACALISTER & LONDON AND | HARTFORD FIRE
& SON N.V. | DUNDAS, LTD. EDINBURGH | INTERNATIONAL
(BELGIUM) | (SCOTLAND) TRUSTEES, LTD. | SERVICIOS
| (U.K.) | (SPAIN)
------------------------- -----------
| | |
FENCOURT QUOTEL LONDON AND
PRINTERS, LTD. INSURANCE EDINBURGH
(U.K.) SYSTEMS, LTD. SERVICES, LTD.
(U.K.) (U.K.)
|
EUROSURE
INSURANCE
MARKETING, LTD.
(U.K.)
</TABLE>
