<PAGE>
Securities and Exchange Commission
Washington, D.C.
Form N-4
Registration Statement Under the Securities Act of 1933
and/or
Registration Statement Under the Investment Company Act of 1940
Hartford Life Insurance Company -
ICMG Secular Trust Separate Account
(Exact Name of Registrant)
Hartford Life Insurance Company
(Name of Depositor)
P.O. Box 2999
Hartford, CT 06104-2999
(Address of Depositor's Principal Offices)
Depositor's Telephone Number: (203) 843-8847
Rodney J. Vessels, Esquire
P.O. Box 2999
Hartford, CT 06104-2999
(Name and Address of Agent for Service)
Approximate Date of Proposed Public Offering:
As soon as practicable after the effective date of this Registration Statement.
Calculation of Registration Fee Under Securities Act of 1933
<TABLE>
<CAPTION>
- - ------------------------------------------------------------------------------------------
Title of Amount Proposed Maximum Proposed Maximum Amount of
Securities Being Offering Aggregate Registration
Being Requested Registered Price Per Unit Offering Price Fee
- - ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Hartford Life Insurance Pursuant to Regulation 270. 24f-2 PAID
Company, ICMG Secular under the Investment Company Act
Trust Separate Account, of 1940. Registrant hereby elects to
Units of Interest register an indefinite number of units of
interest in this Separate Account.
- - ------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
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
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a) may determine.
<PAGE>
CROSS REFERENCE SHEET
PURSUANT TO RULE 495(a)
N-4 Item No. Prospectus Heading
- - --------------------------------- -------------------------------
1. Cover Page Cover Page
2. Definitions Glossary of Special Terms
3. Synopsis or Highlights Summary
4. Condensed Financial Information Statement of Additional Information
5. General Description of Registrant, The Certificate;
Depositor, and Portfolio Companies The Separate Account;
The Company;
The Portfolios; General Matters
6. Deductions Charges Under the Certificate
7. General Description of Operation of the Certificate;
Annuity Contracts Death Benefit; The Certificate;
The Separate Account;
General Matters
8. Annuity Period Annuity Benefits
9. Death Benefit Death Benefit
10. Purchases and Contract Value Operation of the Certificate
11. Redemptions Operation of the Certificate
12. Taxes Federal Tax Considerations
13. Legal Proceedings General Matters - Legal
Proceedings
14. Table of Contents of the Statement Table of Contents to Statement
of Additional Information of Additional Information
<PAGE>
HARTFORD LIFE INSURANCE COMPANY
ICMG SECULAR TRUST SEPARATE ACCOUNT
SUBJECT TO COMPLETION
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This Prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any state in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such state.
This Prospectus describes Omniflex, an individually allocated group flexible
premium deferred variable annuity contract and certificates thereunder
("Certificates") issued by Hartford Life Insurance Company ("HL"). The
Certificates are offered to employee-participants of nonqualified deferred
compensation and supplemental executive retirement plans. Premium Payments for
each Certificate will be allocated to Divisions of Hartford Life Insurance
Company - ICMG Secular Trust Separate Account (the "Separate Account"). There
are currently twelve Divisions available under the Certificate. The underlying
investment portfolios ("Portfolios") for the Divisions are the HVA Money Market
Fund, Inc., Hartford Bond Fund, Inc. and Hartford Capital Appreciation Fund,
Inc., (formerly Hartford Aggessive Growth Fund, Inc.) sponsored by HL; the
Partners Portfolio, Balanced Portfolio and Limited Maturity Bond Portfolio of
Neuberger & Berman Advisers Management Trust; the Equity-Income Portfolio and
High Income Portfolio of Fidelity Variable Insurance Products Fund; the Asset
Manager Portfolio of Fidelity Variable Insurance Products Fund II; the
Emerging Markets Series of GCG Trust, and the Alger American Small
Capitalization Portfolio and Alger American Growth Portfolio of the Alger
American Fund.
This Prospectus sets forth the information concerning the Separate Account that
investors should know before investing and should be kept for future reference.
Additional information about the Separate Account has been filed with the
Securities and Exchange Commission and is available without charge upon request.
To obtain the Statement of Additional Information send a written request to
ICMG, Attn: Group Annuity Operations, 100 Campus Drive, Suite 250, Florham
Park, NJ 07932. The Table of Contents for the Statement of Additional
Information may be found on page 39 of this Prospectus. The Statement of
Additional Information is incorporated by reference into this Prospectus.
- - -----------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
- - ------------------------------------------------------------------------------
THIS PROSPECTUS IS VALID ONLY WHEN ACCOMPANIED BY CURRENT PROSPECTUSES FOR THE
PORTFOLIOS
- - ------------------------------------------------------------------------------
Prospectus Dated: May 3, 1995
Statement of Additional Information Dated: May 3, 1995
<PAGE>
-2-
TABLE OF CONTENTS
Page
----
GLOSSARY OF SPECIAL TERMS. . . . . . . . . . . . . . . . . . . . . . 5
FEE TABLE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
SUMMARY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
PERFORMANCE RELATED INFORMATION . . . . . . . . . . . . . . . . . . 12
INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
THE CERTIFICATE. . . . . . . . . . . . . . . . . . . . . . . . . . . 13
THE SEPARATE ACCOUNT . . . . . . . . . . . . . . . . . . . . . . . . 14
THE COMPANY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
THE PORTFOLIOS . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Investment Advisers . . . . . . . . . . . . . . . . . . . . . . . 17
Other Information about the Portfolios. . . . . . . . . . . . . . 18
OPERATION OF THE CERTIFICATE . . . . . . . . . . . . . . . . . . . . 20
Premium Payments. . . . . . . . . . . . . . . . . . . . . . . . . 20
Refund Rights . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Value of Accumulation Units . . . . . . . . . . . . . . . . . . . 21
Investment Value. . . . . . . . . . . . . . . . . . . . . . . . . 21
Reallocations Among Divisions . . . . . . . . . . . . . . . . . . 21
Surrender of a Certificate/Partial Withdrawals. . . . . . . . . . 22
DEATH BENEFIT. . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
CHARGES UNDER THE CERTIFICATE. . . . . . . . . . . . . . . . . . . . 25
Sales Expenses. . . . . . . . . . . . . . . . . . . . . . . . . . 25
<PAGE>
-3-
Page
----
Mortality and Expense Risk Charge . . . . . . . . . . . . . . . . 25
Administrative Expense Charge . . . . . . . . . . . . . . . . . . 26
Premium Tax Charge. . . . . . . . . . . . . . . . . . . . . . . . 26
Federal Tax Charge. . . . . . . . . . . . . . . . . . . . . . . . 27
ANNUITY BENEFITS . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Annuity Options . . . . . . . . . . . . . . . . . . . . . . . . . 27
The Annuity Unit and Valuation. . . . . . . . . . . . . . . . . . 28
Determination of Payment Amount . . . . . . . . . . . . . . . . . 29
FEDERAL TAX CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . 30
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Taxation of HL and the Separate Account . . . . . . . . . . . . . 30
Taxation of Annuities -- General Provisions Affecting Purchasers
Other than Qualified Plans. . . . . . . . . . . . . . . . . . . . 30
Federal Income Tax Withholding. . . . . . . . . . . . . . . . . . 35
GENERAL MATTERS. . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Assignment. . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Modification. . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Misstatement of Age . . . . . . . . . . . . . . . . . . . . . . . 36
Delay of Payments . . . . . . . . . . . . . . . . . . . . . . . . 36
Voting Rights . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Experience Credit . . . . . . . . . . . . . . . . . . . . . . . . 37
Distribution of the Certificates. . . . . . . . . . . . . . . . . 37
Custodian of Separate Account Assets. . . . . . . . . . . . . . . 37
<PAGE>
-4-
Page
----
Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . 37
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Additional Information. . . . . . . . . . . . . . . . . . . . . . 38
TABLE OF CONTENTS TO STATEMENT
OF ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . 39
<PAGE>
-5-
GLOSSARY OF SPECIAL TERMS
ACCUMULATION UNIT: An accounting unit of measure used to calculate the
Investment Value during the Accumulation Period.
ALLOCATION DATES: The dates we receive and accept Premium Payments. Premium
Payments are applied to the Separate Account Divisions on these Allocation
Dates.
ANNUITY COMMENCEMENT DATE: The date payment of an annuity is to begin under each
Certificate.
ANNUITY UNIT: An accounting unit of measure used to calculate the amount of
annuity payments under a variable annuity option.
ANNUITANT(S): The person(s) upon whose life the Certificate is issued.
BENEFICIARY: The person(s) entitled to receive benefits under the Certificate
on death of the Annuitant or Certificate Owner.
CERTIFICATE ANNIVERSARY: The anniversary of the Certificate Date.
CERTIFICATE DATE: The date shown in the Certificate specifications.
CERTIFICATE OWNER: The entity or person who is the owner of the Certificate, as
named in the Certificate specifications, sometimes herein referred to as "You."
CERTIFICATE YEAR: A period of 12 months following the Certificate Date and each
anniversary thereof.
CODE: The Internal Revenue Code of 1986, as amended.
COMMISSION: Securities and Exchange Commission.
CONTINGENT ANNUITANT: The person so designated by the Certificate Owner who,
upon the Annuitant's death, prior to the Annuity Commencement Date, becomes the
Annuitant.
CUSTOMER SERVICE CENTER: Currently located at ICMG, Group Annuity Operations,
100 Campus Drive, Suite 250, Florham Park, NJ 07932.
DEATH BENEFIT: The amount payable upon the death of an Annuitant or Certificate
Owner before annuity payments have started.
<PAGE>
-6-
DIVISIONS: The sub-accounts of the Separate Account.
HL: Hartford Life Insurance Company.
INVESTMENT VALUE: The sum of the values of each Division's Accumulation Units
held under the Certificate.
PORTFOLIOS: The underlying securities allocable under the Certificate.
PREMIUM PAYMENT: A payment made to HL pursuant to the terms of the Certificate.
PREMIUM TAX: A tax charged by a state or municipality on Premium Payments or
Investment Value.
SEPARATE ACCOUNT: The HL separate account entitled "Hartford Life Insurance
Company - ICMG Secular Trust Separate Account."
SURRENDER VALUE: On surrender of the Certificate, an amount equal to the
Investment Value less any Premium Taxes not previously deducted and any due and
unpaid charges.
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 (currently 4:00 p.m. Eastern Time) on such days.
VALUATION PERIOD: The period between the close of business on successive
Valuation Days.
VARIABLE ANNUITY: An annuity providing for payments varying in amount in
accordance with the investment experience of the assets of the Separate Account.
<PAGE>
-7-
FEE TABLE
ICMG SECULAR TRUST SEPARATE ACCOUNT
Summary
CERTIFICATE OWNER TRANSACTION EXPENSES (ALL DIVISIONS)
<TABLE>
<S> <C>
Maximum Sales Load Imposed on Purchases
(as a percentage of Premium Payments) 4.6%(1)
- - ---------------------------------------------------------------------------
Federal Tax Charge
(as a percentage of Premium Payments) 0.43%
- - ---------------------------------------------------------------------------
Reallocation Fee $0
- - ---------------------------------------------------------------------------
Deferred Sales Load None
- - ---------------------------------------------------------------------------
Administrative Expense Charge $2.50/month
- - ---------------------------------------------------------------------------
</TABLE>
ANNUAL EXPENSES-SEPARATE ACCOUNT (AS PERCENTAGE OF AVERAGE INVESTMENT VALUE)
<TABLE>
<S> <C>
Mortality and Expense Risk 0.65%
- - ---------------------------------------------------------------------------
<FN>
(1) The sales load will vary depending on plan characteristics.
</TABLE>
<PAGE>
-8-
ANNUAL PORTFOLIO OPERATING EXPENSES (as percentage of net assets)
<TABLE>
<CAPTION>
Total Portfolio
Management Other Operating
Fees Expenses Expenses
---- -------- --------
<S> <C> <C> <C>
HVA Money Market Fund, Inc. 0.425% 0.049% 0.474%
Hartford Bond Fund, Inc. 0.500% 0.047% 0.547%
Hartford Capital Appreciation Fund, Inc. 0.675% 0.045% 0.720%
Partners Portfolio* 0.70% 1.05%** 1.75%
Balanced Portfolio 0.70% 0.21%** 0.91%
Limited Maturity Bond Portfolio 0.50% 0.16%** 0.66%
Equity-Income Portfolio 0.52% 0.06% 0.58%***
Asset Manager Portfolio 0.72% 0.08% 0.80%***
High Income Portfolio 0.61% 0.10% 0.71%
Emerging Markets Series 1.50% 0.23% 1.73%
American Small Capitalization Portfolio 0.85% 0.11% 0.96%
American Growth Portfolio 0.75% 0.11% 0.86%
<FN>
- - --------------
* The inception date of the Partners Portfolio was 3/22/94; therefore, the
fees and expenses are annualized.
** "Other Expenses" for the Partners Portfolio, Balanced Portfolio and Limited
Maturity Bond Portfolio include Rule 12b-1 plan fees of 0.07%, 0.05% and 0.02%,
respectively. See "Distribution Plan" of the respective prospectuses of the
Portfolios.
***A portion of the brokerage commissions paid by the Equity-Income Portfolio
and Asset Manager Portfolio was used to reduce their expenses. Without this
reduction, total operating expenses for the Equity-Income Portfolio and Asset
Manager Portfolio would have been 0.60% and 0.81%, respectively.
</TABLE>
<PAGE>
-9-
EXAMPLE
<TABLE>
<CAPTION>
- - -----------------------------------------------------------------------------------------------------------------------------
If you surrender your Certificate or If you do not surrender your
annuitize at the end of the applicable time Certificate or annuitize: You would
period: You would pay the following pay the following expenses on a $1,000
expenses on a $1,000 Investment, assuming a Investment, assuming a 5% annual
5% annual return on assets: return on assets:
- - -----------------------------------------------------------------------------------------------------------------------------
Division 1 3 5 10 1 3 5 10
- - -------- yr. yrs. yrs. yrs. yr. yrs. yrs. yrs.
-- ---- ---- ---- --- ---- ---- ----
- - -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
HVA Money Market Fund, Inc. 62 87 113 187 62 87 113 187
- - -----------------------------------------------------------------------------------------------------------------------------
Hartford Bond Fund, Inc. 63 89 117 196 63 89 117 196
- - -----------------------------------------------------------------------------------------------------------------------------
Hartford Capital Appreciation Fund,Inc. 64 95 127 216 64 95 127 216
- - -----------------------------------------------------------------------------------------------------------------------------
Partners Portfolio 75 127 182 336 75 127 182 336
- - -----------------------------------------------------------------------------------------------------------------------------
Balanced Portfolio 66 101 137 238 66 101 137 238
- - -----------------------------------------------------------------------------------------------------------------------------
Limited Maturity Bond Portfolio 64 93 123 209 64 93 123 209
- - -----------------------------------------------------------------------------------------------------------------------------
Equity-Income Portfolio 63 90 119 199 63 90 119 199
- - -----------------------------------------------------------------------------------------------------------------------------
Asset Manager Portfolio 65 97 131 225 65 97 131 225
- - -----------------------------------------------------------------------------------------------------------------------------
High Income Portfolio 64 94 126 215 64 94 126 215
- - -----------------------------------------------------------------------------------------------------------------------------
Emerging Markets Series 75 126 181 334 75 126 181 334
- - -----------------------------------------------------------------------------------------------------------------------------
American Small Cap Portfolio 67 102 140 244 67 102 140 244
- - -----------------------------------------------------------------------------------------------------------------------------
American Growth Portfolio 66 99 134 232 66 99 134 232
- - -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
The purpose of this table is to assist the Certificate Owner in understanding
various costs and expenses that a Certificate Owner will bear directly or
indirectly. The table reflects expenses of the Separate Account and
underlying Portfolios. Premium taxes may also be applicable. This EXAMPLE
should not be considered a representation of past or future expenses and
actual expenses may be greater or less than those shown. Assumes maximum
charges.
<PAGE>
-10-
SUMMARY
WHAT IS THE CERTIFICATE AND HOW MAY I PURCHASE ONE?
The Certificate offered is a tax-deferred group flexible premium variable
annuity Certificate (see "Taxation of Annuities -- General Provisions Affecting
Purchasers Other than Qualified Plans," page 30). Generally, the Certificate is
purchased by completing an enrollment form to purchase a Certificate and
submitting it, along with the initial Premium Payment, to HL for its approval.
The minimum initial Premium Payment is $1,000 with a minimum allocation to any
Portfolio of $500. Certain plans may make smaller initial and subsequent
periodic Premium Payments. Subsequent Premium Payments, if made, must be a
minimum of $1,000 or the minimum amount then in effect.
WHO MAY PURCHASE THE CERTIFICATE?
The Certificates are offered to employee-participants of nonqualified deferred
compensation and supplemental executive retirement plans.
WHAT TYPES OF INVESTMENTS ARE AVAILABLE UNDER THE CERTIFICATE?
The underlying investments for the Certificate are shares of the HVA Money
Market Fund, Inc., Hartford Bond Fund, Inc. and Hartford Capital Appreciation
Fund, Inc. sponsored by HL; the Partners Portfolio, Balanced Portfolio and
Limited Maturity Bond Portfolio of Neuberger & Berman Advisers Management Trust;
the Equity-Income Portfolio and High Income Portfolio of Fidelity Variable
Insurance Products Fund; the Asset Manager Portfolio of Fidelity Variable
Insurance Products Fund II, the Emerging Markets Series of GCG Trust, the Alger
American Small Capitalization Portfolio and Alger American Growth Portfolio of
the Alger American Fund, and such other Portfolios as shall be offered from time
to time. (See "The Portfolios" commencing on page 15.)
WHAT ARE THE CHARGES UNDER THE CERTIFICATES?
SALES EXPENSES
A sales load of not more than 4.6% of Premium Payments will be deducted for
sales expenses.
MORTALITY AND EXPENSE RISK CHARGE
For assuming the mortality and expense risks under the Certificate, HL will
impose a 0.65% per annum charge against all Investment Value held in the
Divisions (see "Mortality and Expense Risk Charge," page 25).
<PAGE>
-11-
ADMINISTRATIVE EXPENSE CHARGE
The Certificate provides for an administrative expense charge of $2.50 per month
to be deducted from Investment Value to cover HL's administrative expenses.
PREMIUM TAX AND FEDERAL TAX CHARGES
A deduction will be made for Premium Taxes for Certificates sold in certain
states. (See "Premium Tax Charge," page 26.) In addition, a deduction will be
made for the federal tax cost resulting from Section 848 of the Code. (See
"Federal Tax Charge," page 27.)
CHARGES BY THE PORTFOLIOS
The Portfolios are subject to certain fees, charges and expenses. (See the
Prospectuses for the Portfolio attached hereto.)
CAN I GET MY MONEY IF I NEED IT?
Subject to any applicable charges, the Certificate may be surrendered, or
portions of its Investment Value may be withdrawn, at any time prior to the
Annuity Commencement Date. The number of partial withdrawals in any
Certificate Year is limited to 12. If less than HL's minimum amount rules then
in effect remains in a Certificate as a result of a withdrawal, HL may terminate
the Certificate in its entirety. (See "Surrender of a Certificate/Partial
Withdrawals," page 22; see also "Federal Tax Considerations," page 30, for a
discussion of federal tax consequences, including a 10% penalty tax that may
apply upon surrender or withdrawal.)
DOES THE CERTIFICATE PAY ANY DEATH BENEFITS?
A Death Benefit is provided on the death of the Annuitant or Certificate Owner
before the Annuity Commencement Date and prior to attained age 85. (See "Death
Benefit," page 23.)
WHAT ARE THE AVAILABLE ANNUITY OPTIONS UNDER THE CERTIFICATE?
There are four available annuity options under the Certificate which are
described on page 27. The Annuity Commencement Date may not be deferred beyond
the Annuitant's 90th birthday in most states. (In Pennsylvania, the Annuity
Commencement Date may not be deferred beyond the Annuitant's 85th birthday). If
a Certificate Owner does not elect otherwise, the Investment Value less
applicable premium taxes will be applied on the Annuity Commencement Date under
the third option to provide a joint and last survivor life annuity.
DOES THE CERTIFICATE OWNER HAVE ANY VOTING RIGHTS UNDER THE CERTIFICATE?
Certificate Owners will have the right to vote on matters affecting an
underlying Portfolio to the extent that proxies are solicited by such Portfolio.
If a Certificate Owner does not vote, HL shall vote such interests in the same
proportion as shares of the Portfolio for which instructions have been received
by HL. (See "Voting Rights," page 36.)
<PAGE>
-12-
PERFORMANCE RELATED INFORMATION
The Separate Account may advertise certain performance related information
concerning its Divisions. Performance information about a Division is based on
the Division's past performance only and is no indication of future performance.
Each Division may include total return in advertisements or other sales
material. When a Division advertises its total return, it will usually be
calculated for one year, five years, and ten years or some other relevant
periods if the Division has not been in existence for at least ten years.
Total return is measured by comparing the value of an investment in the
Division at the beginning of the relevant period to the value of the
investment at the end of the period. The Divisions for the Hartford Bond
Fund, Inc. and Limited Maturity Bond Portfolio 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 Division for the HVA Money Market Fund, Inc. may advertise yield and
effective yield. The yield of a Division is based upon the income earned by the
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 reflect the Certificate charges described below.
Total return for a Division of the Separate Account includes all Certificate
charges: sales charges, mortality and expense risk charges, and the
administrative expense charge, and is therefore lower than total return at the
Portfolio level, with no comparable charges. Yield for a Division of the
Separate Account includes all recurring charges (except sales charges), and is
therefore lower than yield at the Portfolio level, with no comparable charges.
HL may provide information on various topics to current and prospective
Certificate 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
Certificate 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.
INTRODUCTION
This Prospectus has been designed to provide you with the necessary information
to make a decision on purchasing the Certificate offered by HL and funded by the
Divisions of the Separate
<PAGE>
-13-
Account. Please read the Glossary of Special Terms on pages 5 and 6 prior to
reading this Prospectus to familiarize yourself with the terms being used.
THE CERTIFICATE
The Certificate is a tax deferred individually allocated group flexible premium
variable annuity. Payments for the Certificate will be held in the Divisions of
the Separate Account. Each Division invests in a different underlying Portfolio
with its own distinct investment objectives. You pick the Division(s) with the
investment objectives that meet your needs. You may select one or more
Divisions and determine the percentage of your Premium Payment that is put into
a Division. Subject to certain limits, you may also reallocate assets among the
Divisions so that your investment program meets your specific needs over time.
There are minimum requirements for investing in each Division which are
described later in this Prospectus. In addition, there are certain other
limitations on withdrawals and reallocations of amounts in the Divisions as
described in this Prospectus. See "Charges Under the Certificate" for a
description of the charges for redeeming a Certificate and other charges made
under the Certificate.
The Certificate Owner may select an Annuity Commencement Date and an annuity
option which may be on a fixed or variable basis, or a combination thereof.
Generally, the Certificate contains the four optional forms of annuity described
later in this Prospectus. The Annuity Commencement Date may not be deferred
beyond the Annuitant's 90th birthday in most states. (In Pennsylvania, the
Annuity Commencement Date may not be deferred beyond the Annuitant's 85th
birthday).
The Annuity Commencement Date may be changed from time to time, but any such
change must be made at least 30 days prior to the date on which payments are
scheduled to begin. If you do not elect otherwise, payments will begin at the
Annuitant's age 90 under Option 3 (joint and last survivor life annuity).
When an annuity is effected under a Certificate, unless otherwise specified,
Investment Value held in the Divisions will be applied to provide a variable
annuity based on the pro rata amount in the various Divisions. Variable annuity
payments will vary in accordance with the investment performance of the Division
you have selected. The Certificate allows the Certificate Owner to change the
Divisions on which variable payments are based after payments have commenced
once every quarter. Any fixed annuity allocation may not be changed.
<PAGE>
-14-
THE SEPARATE ACCOUNT
The Separate Account was established on October 28, 1994, in accordance with
authorization by the Board of Directors of HL. It is the Separate Account in
which HL sets aside and invests the assets attributable to the Certificates.
Although the Separate Account is an integral part of HL, it is registered as a
unit investment trust under the Investment Company Act of 1940. This
registration does not, however, involve supervision by the Commission of the
management or the investment practices or policies of the Separate Account or
HL. The Separate Account meets the definition of "separate account" under
federal securities laws.
Under Connecticut law, the assets of the Separate Account attributable to the
Certificates offered under this Prospectus are held for the benefit of the
owners of, and the persons entitled to payments under, those Certificates.
Income, gains, and losses, whether or not realized, from assets allocated to the
Separate Account, are, in accordance with the Certificates, credited to or
charged against the Separate Account. Also, the assets in the Separate Account
are not chargeable with liabilities arising out of any other business HL may
conduct. Investment Value allocated to the Divisions will not be affected by
the rate of return of HL's general account, nor by the investment performance of
any of HL's other separate accounts. However, the obligations arising under the
Certificates are general obligations of HL.
Currently, the Certificate Owner has the choice of allocating Investment Value
among up to five Divisions. (HL reserves the right to increase the number of
allocable investment options to more than five.) Each Division is invested
exclusively in the shares of one underlying Portfolio. Net Premium Payments and
proceeds of reallocations between Portfolios are applied to purchase shares in
the appropriate Portfolio at net asset value determined as of the end of the
Valuation Period during which the payments were received or the reallocation
made. All distributions from the Portfolios are reinvested at net asset value.
The value of your investment will therefore vary in accordance with the net
income and the market value of the underlying Portfolio. During the variable
annuity payout period, both your annuity payments and reserve values will vary
in accordance with these factors.
HL does not guarantee the investment results of the Portfolios or any of the
underlying investments. There is no assurance that Investment Value during the
years prior to retirement or the aggregate amount of the variable annuity
payments will equal the total of Premium Payments made under the Certificate.
Since each underlying Portfolio has different investment objectives and
policies, each is subject to different risks. These risks are more fully
described in the accompanying Portfolio Prospectuses.
HL reserves the right, subject to compliance with the law, to substitute the
shares of any other registered investment company for the shares of any
Portfolio held by the Separate Account. Substitution may occur only if shares
of the Portfolio(s) become unavailable or if there are changes in applicable law
or interpretations of law. Current law requires notification to you of any such
substitution and approval of the Commission.
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THE COMPANY
Hartford Life Insurance Company ("HL") was originally incorporated under the
laws of Massachusetts on June 5, 1902. It was subsequently redomiciled to
Connecticut. It is a stock life insurance company engaged in the business of
writing health and life insurance, both ordinary and group, in all states of the
United States and the District of Columbia. The offices of HL are located in
Simsbury, Connecticut; however, its mailing address is P.O. Box 2999, Hartford,
CT 06104-2999. HL is ultimately 100% owned by Hartford Fire Insurance Company,
one of the largest multiple lines insurance carriers in the United States.
Hartford Fire Insurance Company is a subsidiary of ITT Corporation.
HL has an A++ (Superior) rating from A.M. Best and Company, Inc. HL has an AA+
rating from Standard and Poor's and Duff and Phelps' highest rating of AAA based
on its claims-paying ability.
These ratings do not apply to the performance of the Separate Account. However,
the Certificate obligations under this variable annuity are the general
corporate obligations of HL. These ratings do apply to HL's ability to meet its
insurance obligations under the Certificate.
THE PORTFOLIOS
The underlying investment for the Certificates are shares of the Portfolios. The
underlying Portfolio corresponding to each Division and its investment objective
are described below. HL reserves the right, subject to compliance with the law,
to offer additional Portfolios with differing investment objectives.
Certificate Owners should review the following brief descriptions of the
investment objectives of the Portfolios. There is no assurance that any of the
Portfolios will achieve their stated objectives. Certificate Owners are also
advised to read the prospectuses for the Portfolios accompanying this prospectus
for more detailed information.
HVA MONEY MARKET FUND, INC.
The investment objective of the HVA Money Market Fund, Inc. is to achieve
maximum current income consistent with liquidity and preservation of capital by
investing in money market securities.
HARTFORD BOND FUND, INC.
The investment objective of the Hartford Bond Fund, Inc. is to achieve maximum
current income consistent with preservation of capital by investing primarily in
bonds.
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HARTFORD CAPITAL APPRECIATION FUND, INC.
The investment objective of the Hartford Capital Appreciation Fund, Inc.
(formerly the "Hartford Aggressive Growth Fund, Inc.") is to achieve growth of
capital by investing in securities selected solely on potential for capital
appreciation; income, if any, is an incidental consideration.
PARTNERS PORTFOLIO
The investment objective of the Partners Portfolio of Neuberger & Berman
Advisers Management Trust is to achieve capital growth by investing primarily in
common stocks of established companies, using the value-oriented investment
approach.
BALANCED PORTFOLIO
The investment objective of the Balanced Portfolio of Neuberger & Berman
Advisers Management Trust is to achieve long-term capital growth and reasonable
current income without undue risk to principal by investing a portion of its
assets in common stocks and a portion of its assets in debt securities.
LIMITED MATURITY BOND PORTFOLIO
The primary investment objective of the Limited Maturity Bond Portfolio of
Neuberger & Berman Advisers Management Trust is to achieve the highest current
income consistent with low risk to principal and liquidity. As a secondary
objective, the Limited Maturity Bond Portfolio also seeks to enhance its total
return though capital appreciation when market factors indicate that capital
appreciation may be available without significant risk to principal. The
Portfolio pursues its investment objectives primarily by investing in a
diversified portfolio of limited maturity debt securities.
EQUITY-INCOME PORTFOLIO
The investment objective of the Equity-Income Portfolio of Fidelity Variable
Insurance Products Fund is to seek reasonable income by investing primarily in
income-producing equity securities. In choosing these securities, the Portfolio
will also consider the potential for capital appreciation. The Portfolio's goal
is to achieve a yield which exceeds the composite yield on the securities
comprising the Standard & Poor's 500 Composite Stock Price Index.
HIGH INCOME PORTFOLIO
The investment objective of the High Income Portfolio of Fidelity Variable
Insurance Products Fund is to obtain a high level of current income by investing
primarily in high-yielding, lower-rated, fixed income securities, while also
considering growth of capital. High yielding, lower-
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rated debt securities present higher risks of untimely interest and principal
payments, default, and price volatility than higher-rated securities, and may
present problems of liquidity and valuation.
ASSET MANAGER PORTFOLIO
The investment objective of the Asset Manager Portfolio of Fidelity Variable
Insurance Products Fund II is high total return with reduced risk over the long-
term by allocating its assets among domestic and foreign stocks, bonds and
short-term fixed-income instruments.
EMERGING MARKETS SERIES
The investment objective of the Emerging Markets Series of GCG Trust is long-
term growth of capital by investing primarily in equity securities of companies
that are considered to be in emerging market countries.
ALGER AMERICAN SMALL CAPITALIZATION PORTFOLIO
The investment objective of the Alger American Small Capitalization Portfolio
long-term capital appreciation by investing in a diversified, actively managed
portfolio of equity securities, primarily of companies with total market
capitalization of less than $1 billion.
ALGER AMERICAN GROWTH PORTFOLIO
The investment objective of the Alger American Growth Portfolio is long-term
capital appreciation by investing in a diversified, actively managed portfolio
of equity securities, primarily of companies with total market capitalization of
$1 billion or greater.
INVESTMENT ADVISERS
The investment adviser for the HVA Money Market Fund, Inc., Hartford Bond Fund,
Inc. and Hartford Capital Appreciation Fund, Inc. is The Hartford Investment
Management Company, Inc. ("HIMCO"), a wholly-owned subsidiary of HL. HIMCO was
organized under the laws of the State of Connecticut in October of 1981. HIMCO
also serves as investment adviser to several other HL-sponsored funds which are
also registered with the Securities and Exchange Commission. HL is ultimately
owned by Hartford Fire Insurance Company, one of the largest multiple lines
insurance carriers in the United States. Hartford Fire Insurance Company is a
subsidiary of ITT Corporation. HIMCO is registered as an investment adviser
under the Investment Advisers Act of 1940. HIMCO provides investment advice and
supervises the management and investment program of HVA Money Market Fund, Inc.
and Hartford Bond Fund, Inc. pursuant to an Investment Advisory Agreement
entered into with these Portfolios for which HIMCO receives a fee. HIMCO also
supervises the investment programs of Hartford Capital Appreciation Fund, Inc.
pursuant to an Investment Management Agreement for which HIMCO receives a fee.
In addition, with respect to Hartford Capital Appreciation Fund, Inc.,
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HIMCO has a Sub-Investment Advisory Agreement with Wellington Management Company
("Wellington") to provide an investment program to HIMCO for utilization by
HIMCO in rendering services to these Portfolios. Wellington is a professional
investment counseling firm which provides investment services to investment
companies (including other HL-sponsored funds), other institutions and
individuals. Wellington is organized as a private Massachusetts partnership and
its predecessor organizations have provided investment advisory services to
investment companies since 1933 and to investment counseling clients since 1960.
The investment adviser for the Neuberger & Berman Advisers Management Trust is
Neuberger & Berman Management Incorporated, 605 Third Avenue, 2nd Floor, New
York, New York. Neuberger & Berman Management Incorporated, with the assistance
of Neuberger & Berman, L.P. as sub-adviser, selects investments for the Partners
Portfolio, Balanced Portfolio and Limited Maturity Bond Portfolio.
The investment manager for the High Income Portfolio of Fidelity Variable
Insurance Products Fund and the Asset Manager Portfolio of Fidelity Variable
Insurance Products Fund II is Fidelity Management & Research Company ("FMR").
FMR, a registered investment adviser under the Investment Advisers Act of 1940,
is one of America's largest investment management organizations and has its
principal business address at 82 Devonshire Street, Boston MA. It is composed
of a number of different companies, which provide a variety of financial
services and products. FMR is the original Fidelity company, founded in 1946.
It provides a number of mutual funds and other clients with investment research
and portfolio management services.
Directed Services, Inc. ("DSI") serves as the manager to the GCG Trust and
investment adviser for the Emerging Markets Series pursuant to a Management
Agreement with the Trust. DSI is a New York corporation that is a wholly owned
subsidiary of BT Variable, Inc., which in turn, is an indirect subsidiary of
Bankers Trust Company. DSI is registered with the SEC as an investment adviser
and a broker-dealer.
Fred Alger Management, Inc. ("Alger Management"), 75 Maiden Lane, New York, New
York 10038, serves as investment manager to the Alger American Small
Capitalization Portfolio and the Alger American Growth Portfolio. Alger
Management is a wholly owned subsidiary of Alger Inc., which is a wholly owned
subsidiary of Alger Associates, Inc., a financial services holding company.
See the accompanying prospectuses for the Portfolios for a more complete
description of the investment advisers and any sub-adviser and their respective
fees.
OTHER INFORMATION ABOUT THE PORTFOLIOS
All of the Portfolios are registered as diversified open-end management
companies under the Investment Company Act of 1940. Each Portfolio continually
issues an unlimited number of full
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and fractional shares of beneficial interest in the Portfolio. Such shares are
offered to separate accounts, including the Separate Account, established by HL
or one of its affiliated companies specifically to fund the Certificates and
other contracts issued by HL or its affiliates as permitted by the Investment
Company Act of 1940.
The Portfolios are available only to serve as the underlying investment for
variable annuity and variable life policies and certificates. A full
description of the Portfolios, their investment objectives, policies and
restrictions, risks, charges and expenses and other aspects of their operation
is contained in the accompanying Portfolio Prospectuses which should be read in
conjunction with this Prospectus before investing, and in the Portfolio
Statements of Additional Information which may be ordered without charge from
the Portfolios.
It is conceivable that in the future it may be disadvantageous for variable
annuity separate accounts and variable life insurance separate accounts to
invest in the Portfolios simultaneously. Although HL and the Portfolios do not
currently foresee any such disadvantages either to variable annuity contract and
certificate owners or to variable life insurance policyowners, the Portfolio's
Board of Trustees would monitor events in order to identify any material
conflicts between such Certificate Owners and policyowners and to determine what
action, if any, should be taken in response thereto. If the Board of Trustees
of the Portfolio were to conclude that separate Portfolios should be established
for variable life and variable annuity separate accounts, the variable annuity
policy and certificate owners would not bear any expenses attendant upon
establishment of such separate funds.
All investment income of and other distributions to each Division of the
Separate Account arising from the applicable Portfolio are reinvested in shares
of that Portfolio at net asset value. The income and both realized gains or
losses on the assets of each Division of the Separate Account are therefore
separate and are credited to or charged against the Division without regard to
income, gains or losses from any other Division or from any other business of
HL. HL will purchase shares in the Portfolios in connection with premiums
allocated to the applicable Division in accordance with Certificate Owners
directions and will redeem shares in the Portfolios to meet Certificate
obligations or make adjustments in reserves, if any. The Portfolios are
required to redeem Portfolio shares at net asset value and to make payment
within seven days.
HL reserves the right, subject to compliance with the law as then in effect, to
make additions to, deletions from, or substitutions for the Separate Account and
its Divisions which fund the Certificates. If shares of any of the Portfolios
should no longer be available for investment, or if, in the judgment of HL's
management, further investment in shares of any Portfolio should become
inappropriate in view of the purposes of the Certificates, HL may substitute
shares of another Portfolio for shares already purchased, or to be purchased in
the future, under the Certificates. No substitution of securities will take
place without notice to and consent of
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Certificate Owners and without prior approval of the Securities and Exchange
Commission to the extent required by the Investment Company Act of 1940.
Subject to Certificate Owner approval, HL also reserves the right to end the
registration under the Investment Company Act of 1940 of the Separate Account or
any other separate accounts of which it is the depositor which may fund the
Certificates.
Each Portfolio is subject to investment restrictions which may not be changed
without the approval of a majority of the shareholders of the Portfolio. See
the accompanying prospectuses for the Portfolios.
OPERATION OF THE CERTIFICATE
PREMIUM PAYMENTS
The balance of each initial Premium Payment remaining after the deduction of the
sales load, any applicable Premium Tax and the federal tax charge, is credited
to your Certificate within two business days of receipt of a properly completed
enrollment form or an order to purchase a Certificate and the initial Premium
Payment by HL at its Customer Service Center. It will be credited to the
Division(s) in accordance with your election. If the enrollment form is
incomplete when received, the initial Purchase Payment will be returned within
five business days, unless you consent to HL's retention of the Purchase Payment
until the enrollment form is made complete.
Subsequent Premium Payments are priced on the Valuation Day received by HL in
its Customer Service Center or other designated administrative office.
The number of Accumulation Units in each Division to be credited to a
Certificate will be determined by dividing the portion of the Premium Payment
being credited to each Division by the value of an Accumulation Unit in that
Division on that date.
The minimum initial Premium Payment is $1,000. Subsequent Premium Payments, if
made, must be a minimum of $1,000 or the minimum amount then in effect. Certain
plans may make smaller initial and subsequent periodic payments. Each Premium
Payment may be split among the various Divisions subject to minimum amounts then
in effect.
REFUND RIGHTS
If you are not satisfied with your purchase you may surrender the Certificate by
returning it within ten days after you receive it (or within such period as
required in your state). A written request for cancellation must accompany the
Certificate. In such event, HL will pay you an
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amount equal to the Investment Value on the date of receipt of the request for
cancellation, plus any charges taken. You bear the investment risk during the
period prior to HL's receipt of request for cancellation. In certain states, HL
must return to the applicant the greater of the Premium Payments made or the sum
of (1) the Investment Value on the date the returned Certificate is received by
HL or its agent and (2) any deductions under Certificate or by the Portfolios
for taxes, charges or fees. In these states, the initial Premium Payments are
allocated to the HVA Money Market Fund, Inc. during the refund right period.
VALUE OF ACCUMULATION UNITS
The Accumulation Unit value for each Division will vary to reflect the
investment experience of the applicable Portfolio and will be determined on each
Valuation Day by multiplying the Accumulation Unit value of the particular
Division on the preceding Valuation Day by an "Experience Factor" for that
Division for the Valuation Period then ended. The Experience Factor for each of
the 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
dividends or capital gains distributed by that Portfolio during the current
Valuation Period), divided by the net asset value per share of the corresponding
Portfolio at the beginning of the Valuation Period. You should refer to the
Portfolio Prospectuses which accompanies this Prospectus for a description of
how the assets of each Portfolio are valued since each determination has a
direct bearing on the Accumulation Unit value of the Division and therefore the
Investment Value. The Accumulation Unit value is affected by the performance of
the underlying Portfolio(s), expenses and deduction of the charges described in
this Prospectus.
The shares of the Portfolio are valued at net asset value on each Valuation Day.
A description of the valuation methods used in valuing Portfolio shares may be
found in the accompanying Prospectuses of the Portfolios.
INVESTMENT VALUE
The Investment Value under your Certificate at any time prior to the
commencement of annuity payments can be determined by multiplying the total
number of Accumulation Units credited to your Certificate in each Division by
the then current Accumulation Unit values for the applicable Division. You will
be advised at least annually of the number of Accumulation Units credited to
each Division, the current Accumulation Unit values, and the Investment Value.
REALLOCATIONS AMONG DIVISIONS
You may reallocation the values of your Division allocations from one or more
Divisions to another free of charge. Prior to the Annuity Commencement Date,
the number of reallocations permitted in a Certificate Year is twelve. HL may
permit the Certificate Owner to preauthorize reallocations between the Divisions
under certain circumstances. Reallocations by telephone
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may be made by the Certificate Owner or by the agent of record or the
attorney-in-fact pursuant to a power of attorney by calling (800) 861-1408.
Telephone reallocations may not be permitted by some states for their residents
who purchase variable annuities. The policy of HL and its agents and affiliates
is that they will not be responsible for losses resulting from acting upon
telephone requests reasonably believed to be genuine. HL will employ reasonable
procedures to confirm that instructions communicated by telephone are genuine;
otherwise, HL may be liable for any losses due to unauthorized or fraudulent
instructions. The procedures HL follows for transactions initiated by telephone
include requirements that callers on behalf of a Certificate Owner identify
themselves and the Certificate Owner by name and social security number. All
transfer instructions by telephone are tape recorded.
The right to reallocate Investment Value between the Divisions is subject to
modification if HL determines, in its sole discretion, that the exercise of that
right by one or more Certificate Owners is, or would be, to the disadvantage of
other Certificate Owners. Any modification could be applied to reallocations to
or from some or all of the Divisions and could include, but not be limited to,
the requirement of a minimum time period between each reallocation, not
accepting reallocation requests of an agent acting under a power of attorney on
behalf of more than one Certificate Owner, or limiting the dollar amount that
may be reallocated between the Divisions by a Certificate Owner at any one time.
Such restrictions may be applied in any manner reasonably designed to prevent
any use of the reallocation right which is considered by HL to be to the
disadvantage of other Certificate Owners.
The minimum reallocation to any Division is $500. No minimum balance is
presently required in any Division following reallocation.
Reallocations between the Divisions may be made after annuity payments commence,
but are limited to once a quarter and may not be made to or from the General
Account.
SURRENDER OF A CERTIFICATE/PARTIAL WITHDRAWALS
At any time prior to the Annuity Commencement Date, you have the right, subject
to the limitations set forth below, to surrender the Certificate or to make
partial withdrawals. Surrenders and partial withdrawals are not permitted after
annuity payments commence EXCEPT that a full surrender is allowed when payments
for a designated period (Option 4) are selected as the annuity option.
FULL SURRENDERS. At any time prior to the Annuity Commencement Date (and after
the Annuity Commencement Date with respect to values applied to Option 4), the
Certificate Owner has the right to terminate the Certificate. In such event,
the Surrender Value of the Certificate may be taken in the form of a lump sum
cash settlement. The Surrender Value of the Certificate is equal to the
Investment Value less any Premium Taxes not previously deducted and any due and
unpaid charges. The Surrender Value may be more or less than the amount of the
Premium Payments made to a Certificate.
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PARTIAL WITHDRAWALS. The Certificate Owner may make partial withdrawals of
Investment Value prior to the Annuity Commencement Date. The number of partial
withdrawals in any Certificate Year is limited to 12. The minimum amount
withdrawn must be at least equal to the minimum amount rules then in effect. The
maximum partial withdrawal is equal to the Investment Value less $1,000.
Additionally, if the remaining Investment Value following a surrender is less
than $1,000 or HL's minimum amount rules then in effect, HL may terminate the
Certificate and pay the Surrender Value.
Certain plans may have different withdrawal privileges. HL may permit the
Certificate Owner to preauthorize partial withdrawals subject to certain
limitations then in effect.
ANY SUCH FULL OR PARTIAL WITHDRAWAL DESCRIBED ABOVE MAY RESULT IN ADVERSE TAX
CONSEQUENCES TO THE CERTIFICATE OWNER. THE CERTIFICATE OWNER, THEREFORE, SHOULD
CONSULT WITH HIS TAX ADVISER BEFORE UNDERTAKING ANY SUCH SURRENDER. (SEE
"FEDERAL TAX CONSIDERATIONS" COMMENCING ON PAGE 30.)
Payment on any request for a full or partial withdrawal from the Divisions will
be made as soon as possible and in any event no later than seven days after the
written request is received by HL at its Customer Service Center.
In requesting a partial withdrawal you should specify the Division(s) from which
the partial withdrawal is to be taken. Otherwise, such withdrawal will be
effected on a pro rata basis according to the value in each Division under a
Certificate. For federal tax purposes, any partial withdrawal will be deemed
to be first from earnings, to the extent that they exist, and then from Premium
Payments.
DEATH BENEFIT
The Certificates provide that in the event the Annuitant dies before the Annuity
Commencement Date, the Contingent Annuitant will become the Annuitant. If the
Annuitant dies before the Annuity Commencement Date and there is no designated
Contingent Annuitant, or the Contingent Annuitant predeceases the Annuitant, or
if the Certificate Owner dies before the Annuity Commencement Date, the
Beneficiary will receive the Death Benefit. If the Certificate Owner is a non-
natural person, however, a Death Benefit will be payable in the event the
Annuitant dies prior to the Annuity Commencement Date.
If the death of the Annuitant or Certificate Owner occurred prior to the
Annuitant or Certificate Owner attaining age 85, the Death Benefit will be the
greater of:
(a) The Investment Value as determined on the date of receipt of due proof
of death acceptable to HL and received in its Customer Service Center,
or
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(b) 100% of all Premium Payments made by the Certificate Owner under the
Certificate, reduced by the amount of any partial withdrawals since
the Certificate Date.
If the Annuitant or Certificate Owner had attained age 85 prior to death, the
Death Benefit will be equal to the Investment Value.
PAYMENT OF DEATH BENEFIT - The Death Benefit may be taken in one sum or under
any of the settlement options then being offered by HL, provided, however, that:
(a) in the event of the death of any Certificate Owner prior to the Annuity
Commencement Date, the entire interest in the Certificate will be distributed
within 5 years after the death of the Certificate Owner and (b) in the event of
the death of any Certificate Owner or Annuitant which occurs on or after the
Annuity Commencement Date, any remaining interest in the Certificate will be
paid at least as rapidly as under the method of distribution in effect at the
time of death, except that, if the benefit is payable over a period not
extending beyond the life expectancy of the Beneficiary or over the life of the
Beneficiary, such distribution must commence within one year of the date of
death. Notwithstanding the foregoing, in the event of the Certificate Owner's
death where the sole Beneficiary is the spouse of the Certificate Owner and the
Annuitant or Contingent Annuitant is living, such spouse may elect, in lieu of
receiving the Death Benefit, to be treated as the Certificate Owner. Only one
such spousal election is permitted with respect to any Certificate.
Notwithstanding any provisions to the contrary, if the Certificate is owned by a
corporation or other non-individual, a Death Benefit will be paid upon the death
of the Annuitant prior to the Annuity Commencement Date. Such benefit will be
payable only as one sum or under the same settlement options and in the same
manner as if an individual Certificate Owner died on the date of the Annuitant's
death.
When payment is taken in one sum, payment will be made within 7 days after the
date Due Proof of Death is received, except that there may be a postponement in
the payment of Death Benefits whenever (a) the New York Stock Exchange is
closed, except for holidays or weekends, or trading on the New York Stock
Exchange is restricted as determined by the Securities and Exchange Commission;
(b) the Securities and Exchange Commission permits postponement and so orders;
or (c) the Securities and Exchange Commission determines that an emergency
exists making valuation of the amounts or disposal of securities not reasonably
practicable. In the event such postponement occurs, the Death Benefit will be
paid no later than 5 years after the date of death.
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CHARGES UNDER THE CERTIFICATE
Certain of the charges and deductions described below may be reduced for
Certificates issued in connection with a specific plan in accordance with HL's
rules in effect as of the date an enrollment form for a Certificate is approved.
To qualify for such a reduction, a plan must satisfy certain criteria as to, for
example, 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 Certificate vary based on such
factors as the size of the plan, the purposes for which Certificates are
purchased and certain characteristics for the plan's members. The amount of
reduction and the criteria for qualification will reflect in the reduced sales
effort and administrative costs resulting from, and the different mortality
experience expected as a result of, sales to qualifying plans. HL 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 Certificate Owners
funded by the Separate Account.
SALES EXPENSES
A sales load of not more than 4.6% of Premium Payments, depending on the plan to
which the Certificate was issued, will be deducted for expenses related to the
sales and distribution of the Certificate.
MORTALITY AND EXPENSE RISK CHARGE
Although variable annuity payments made under the Certificates will vary in
accordance with the investment performance of the underlying Portfolio shares
held in the Division(s), the payments will not be affected by (a) HL's actual
mortality experience among Annuitants before or after the Annuity Commencement
Date or (b) HL's actual expenses, if greater than the deductions provided for in
the Certificates because of the expense and mortality undertakings by HL.
For assuming these risks under the Certificates, HL will make a daily charge at
the rate of 0.65% per annum against all Investment Value held in the Divisions
during the life of the Certificate, including the payout period (estimated at up
to 45% for mortality and up to 20% for expense).
The mortality undertaking provided by HL under the Certificates, assuming the
selection of one of the forms of life Annuities, is to make monthly annuity
payments (determined in accordance with the 1983a Individual Annuity Mortality
Table and other provisions contained in the Certificate) to Annuitants
regardless of how long an Annuitant may live, and regardless of how long all
Annuitants as a group may live. HL also assumes the liability for payment of
the Death Benefit under the Certificate.
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The mortality undertakings are based on HL's determination of expected mortality
rates among all Annuitants. If actual experience among Annuitants during the
annuity payment period deviates from HL's actuarial determination of expected
mortality rates among Annuitants because, as a group, their longevity is longer
than anticipated, HL must provide amounts from its general Portfolios to fulfill
its Certificate obligations. In that event, a loss will fall on HL. Also, in
the event of the death of an Annuitant or Certificate Owner prior to the
commencement of annuity payments HL can, in periods of declining value,
experience a loss resulting from the assumption of the mortality risk relative
to the Death Benefit.
In providing an expense undertaking, HL assumes the risk that the sales loads
and the administrative expense charges for maintaining the Certificates prior to
the Annuity Commencement Date may be insufficient to cover the actual cost of
providing such items.
ADMINISTRATIVE EXPENSE CHARGE
HL will deduct certain fees from Investment Value to reimburse it for expenses
relating to the administration and maintenance of the Certificate and for
administration of the Separate Account. The Certificate provides for an
administrative expense charge of $2.50 to be deducted from Investment Value on
the Certificate Date and monthly on the same calendar day as the Certificate
Date, or on the last day of any month which has no such calendar day.
The deduction will be made pro rata according to the value in each Division
under a Certificate. There is not necessarily a relationship between the amount
of administrative charge imposed on a given Certificate and the amount of
expenses that may be attributable to that Certificate; expenses may be more or
less than the charge.
The types of expenses incurred by the Separate Account include, but are not
limited to, expenses of issuing the Certificate and expenses for confirmations,
Certificate quarterly statements, processing of reallocations and surrenders,
responding to Certificate Owner inquiries, reconciling and depositing cash
receipts, calculation and monitoring daily Division unit values, Separate
Account reporting, including semiannual and annual reports and mailing and
tabulation of shareholder proxy solicitations.
You should refer to the Portfolio Prospectuses for a description of deductions
and expenses paid out of the assets of the Portfolios.
PREMIUM TAX CHARGE
A deduction is also made for Premium Tax, if applicable, imposed by a state or
other governmental entity. Certain states and municipalities impose a Premium
Tax. Some states assess the tax at the time purchase payments are made; others
assess the tax at the time of annuitization. HL will pay Premium Taxes to the
applicable governmental entity at the time imposed under applicable law and will
deduct Premium Taxes at such time.
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FEDERAL TAX CHARGE
We deduct a current charge of 0.43% of each Premium Payment for the federal tax
cost resulting from Section 848 of the Code. This charge may be increased or
decreased to reflect changes in federal tax laws. The federal tax charge is a
factor HL must use when computing the maximum sales load chargeable under
Commission rules.
ANNUITY BENEFITS
You select an Annuity Commencement Date and an annuity option which may be on a
fixed or variable basis, or a combination thereof. The Annuity Commencement
Date will not be deferred beyond the Annuitant's 90th birthday except for
certain states where deferral past age 85 is not permitted. The Annuity
Commencement Date may be changed from time to time, but any change must be at
least 30 days prior to the date on which annuity payments are scheduled to
begin. The Certificate allows the Certificate Owner to change the Divisions on
which variable payments are based after payments have commenced once every
quarter. Any fixed annuity allocation may not be changed, nor may a variable
allocation be reallocated to the General Account.
ANNUITY OPTIONS
The Certificate contains the four optional annuity forms described below. If
you do not elect otherwise, payments in most states will automatically begin at
the Annuitant's age 90 (with the exception of states that do not allow deferral
past age 85) under Option 3 (Joint Last Survivor Annuity).
Under any of the annuity options excluding Options 4 and 5, no surrenders are
permitted after annuity payments commence. Only full surrenders are allowed out
of Option 4.
Option 1: Life Annuity
A life annuity is an annuity payable monthly during the lifetime of the
Annuitant and terminating with the last payment preceding the death of the
Annuitant. This option offers the largest payment amount of any of the life
annuity options since there is no guarantee of a minimum number of payments nor
a provision for a Death Benefit payable to a Beneficiary.
It would be possible under this option for an Annuitant to receive only one
annuity payment if he died prior to the due date of the second annuity payment,
two if he died before the date of the third annuity payment, etc.
Option 2: Life annuity with 120, 180 or 240 Monthly Payments Certain
<PAGE>
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This annuity option is an annuity payable monthly during the lifetime of an
Annuitant with the provision that payments will be made for a minimum of 120,
180 or 240 months, as elected. If, at the death of the Annuitant, payments have
been made for less than the minimum elected number of months, then the present
value as of the date of the Annuitant's death, of any remaining guaranteed
payments will be paid in one sum to the Beneficiary or Beneficiaries designated
unless other provisions have been made and approved by HL.
Option 3: Joint and Last Survivor Annuity
An annuity payable monthly during the joint lifetime of the Annuitant and a
designated second person, and thereafter during the remaining lifetime of the
survivor, ceasing with the last payment prior to the death of the survivor.
Based on the options currently offered by HL, the Annuitant may elect that the
payment to the survivor be less than the payment made during the joint lifetime
of the Annuitant and a designated second person.
It would be possible under this option for an Annuitant and designated second
person to receive only one payment in the event of the common or simultaneous
death of the parties prior to the due date for the second payment and so on.
Option 4: Payments for a Designated Period
An amount payable monthly for the number of years selected which may be from 5
to 30 years. Under this option, you may, at any time, surrender the Certificate
and receive, within seven days, the Surrender Value of the Certificate as
determined by HL.
In the event of the Annuitant's death prior to the end of the designated period,
the present value as of the date of the Annuitant's death, of any remaining
guaranteed payments will be paid in one sum to the Beneficiary or Beneficiaries
designated unless other provisions have been made and approved by HL.
Option 4 is an option that does not involve life contingencies and thus no
mortality guarantee. Charges made for the mortality undertaking under the
Certificates thus provide no real benefit to a Certificate Owner.
HL may offer other annuity options from time to time.
THE ANNUITY UNIT AND VALUATION
The value of the Annuity Unit for each Division in the Separate Account for any
day is determined by multiplying the value for the preceding day by the product
of (1) the Experience Factor (See "Value of Accumulation Units," commencing on
page 21) for the day for which the Annuity Unit value is being calculated and
(2) a factor to neutralize the assumed investment rate of 5.00% per annum
discussed below.
<PAGE>
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DETERMINATION OF PAYMENT AMOUNT
When annuity payments are to commence, the Investment Value is determined as the
product of the value of the Accumulation Unit of each Division on that same day,
and the number of Accumulation Units credited to each Division as of the date
the annuity is to commence.
The Certificate contains tables indicating the minimum dollar amount of the
first monthly payment under the optional forms of annuity for each $1,000 of
value of a Division under a Certificate. The first monthly payment varies
according to the form and type of annuity selected. The Certificate contains
annuity tables derived from the 1983a Individual Annuity Mortality Table with
ages set back one year and with an assumed investment rate ("A.I.R.") of 3%
per annum for the fixed annuity and 5% per annum for the variable annuity.
The total first monthly variable annuity payment is determined by multiplying
the value (expressed in thousands of dollars) of a Division (less any applicable
Premium Taxes) by the amount of the first monthly payment per $1,000 of value
obtained from the tables in the Certificates.
Fixed annuity payments are determined at annuitization by multiplying the values
allocated (less applicable Premium Taxes) by a rate to be determined by HL which
is no less than the rate specified in the annuity tables in the Certificate.
The annuity payment will remain level for the duration of the annuity.
The amount of the first monthly variable annuity payment, determined as
described above, is divided by the value of an Annuity Unit for the appropriate
Division no earlier than the close of business on the fifth Valuation Day
preceding the day on which the payment is due in order to determine the number
of Annuity Units represented by the first payment. This number of Annuity Units
remains fixed during the annuity payment period, and in each subsequent month
the dollar amount of the variable annuity payment is determined by multiplying
this fixed number of Annuity Units by the then current Annuity Unit value.
THE A.I.R. ASSUMED IN THE MORTALITY TABLES WOULD PRODUCE LEVEL VARIABLE ANNUITY
PAYMENTS IF THE INVESTMENT RATE REMAINED CONSTANT. IN FACT, PAYMENTS WILL VARY
UP OR DOWN AS THE INVESTMENT RATE VARIES UP OR DOWN FROM THE A.I.R.
The Annuity Unit value used in calculating the amount of the variable annuity
payments will be based on an Annuity Unit value determined as of the close of
business on a day no earlier than the fifth Valuation Day preceding the date of
the annuity payment.
<PAGE>
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FEDERAL TAX CONSIDERATIONS
A. GENERAL
SINCE THE TAX LAW IS COMPLEX AND SINCE TAX CONSEQUENCES WILL VARY ACCORDING
TO THE ACTUAL STATUS OF THE CONTRACT OWNER OR CERTIFICATE OWNER INVOLVED
AND THE TYPE OF PLAN UNDER WHICH THE CONTRACT IS PURCHASED, LEGAL AND TAX
ADVICE MAY BE NEEDED BY A PERSON, TRUSTEE OR OTHER ENTITY CONTEMPLATING THE
PURCHASE OF A CONTRACT OR CERTIFICATE DESCRIBED HEREIN.
It should be understood that any detailed description of the federal
income tax consequences regarding the purchase of these Contracts or
Certificates cannot be made in this prospectus and that special tax rules
may be applicable with respect to certain purchase situations not discussed
herein. In addition, no attempt is made here to consider any applicable
state or other tax laws. The taxation of HL, the Separate Account and the
Certificates and the benefits thereunder are generally discussed here. The
tax rules applicable to nonqualified deferred compensation and supplemental
executive retirement plans and the rights of the participants under such
plans are not specifically addressed herein. For detailed information, a
qualified tax adviser should always be consulted. The discussion here is
based on HL's understanding of current federal income tax laws as they are
currently interpreted.
B. TAXATION OF HL AND THE SEPARATE ACCOUNT
The Separate Account is taxed as part of HL which is taxed as a life
insurance company in accordance with the Internal Revenue Code (the
"Code"). Accordingly, the Separate Account will not be taxed as a
"regulated investment company" under subchapter M of Chapter 1 of the
Code. Investment income and any realized capital gains on the assets of
the Separate Account are reinvested and are taken into account in
determining the value of the Accumulation and Annuity Units. (See "Value
of Accumulation Units" commencing on page 21.) As a result, such
investment income and realized capital gains are automatically applied to
increase reserves under the Certificate.
No taxes are due on interest, dividends and short-term or long-term capital
gains earned by the Separate Account with respect to Qualified or Non-
Qualified Contracts.
C. TAXATION OF ANNUITIES -- GENERAL PROVISIONS AFFECTING PURCHASERS OTHER THAN
QUALIFIED PLANS
Section 72 of the Internal Revenue Code governs the taxation of annuities in
general.
<PAGE>
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1. NON-NATURAL PERSONS, CORPORATIONS, ETC. Section 72 contains provisions
for Certificate Owners which are non-natural persons. Non-natural
persons include corporations, trusts, and partnerships. The annual net
increase in the value of the Certificate is currently includable in the
gross income of a non-natural person unless the non-natural person holds
the Certificate as an agent for a natural person. There is an exception
from current income inclusion for certain annuities held by structured
settlement companies, certain annuities held by an employer with respect
to a terminated Qualified Plan, and certain immediate annuities. A non-
natural person which is a tax-exempt entity for Federal tax purposes
will not be subject to income tax as a result of this provision.
An affiliate of HL has requested a ruling from the Internal Revenue Service
that a trust, established for the payment of executive compensation
benefits to certain employee participants and which purchases Certificates
of that purpose, holds such Certificates as an agent for a natural person
and, therefore, income on the Certificates will not be currently taxed to
either the employee participant or to the trust. HL can offer no assurance
that the Service will rule favorably on this issue. Furthermore, even if
the Service rules favorably, the ruling will not apply to annuity
purchasers other than the annuity purchaser which is the subject of the
ruling request.
If the Certificate Owner is not an individual, the primary Annuitant shall
be treated as the Certificate Owner for purposes of making distributions
which are required to be made upon the death of the Certificate Owner. If
there is a change in the primary Annuitant, such change shall be treated as
the death of the Certificate Owner.
2. OTHER CERTIFICATE OWNERS (NATURAL PERSONS). A Certificate Owner is not
taxed on increases in the value of the Certificate until an amount is
received or deemed received, e.g., in the form of a lump sum payment
(full or partial value of a Certificate) or as annuity payments under
the settlement option elected.
The provisions of Section 72 of the Code concerning distributions are
summarized briefly below. Also summarized are special rules affecting
distributions from Certificates obtained in a tax-free exchange for other
annuity contracts or life insurance contracts which were purchased prior to
August 14, 1982.
a. DISTRIBUTIONS PRIOR TO THE ANNUITY COMMENCEMENT DATE.
i. Total premium payments less prior withdrawals which were not
includable in gross income equal the "investment in the contract"
under Section 72 of the Code.
<PAGE>
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ii. When the value of the Certificate (ignoring any surrender
charges) exceeds the "investment in the contract," any amount
surrendered which is less than or equal to the difference
between such value of the Certificate and the "investment in
the contract" will be included in gross income.
iii. When such value of the Certificate is less than or equal to the
"investment in the contract," any amount surrendered which is
less than or equal to the "investment in the contract" shall be
treated as a return of "investment in the contract" and will not
be included in gross income.
iv. The receipt of any amount as a loan under the Certificate or the
assignment or pledge of any portion of the value of the
Certificate shall be treated as an amount surrendered which will
be covered by the provisions in subparagraph ii. or iii. above.
v. In general, the transfer of the Certificate, without full and
adequate consideration, will be treated as an amount surrendered
which will be covered by the provisions in subparagraph ii. or
iii. above. This transfer rule does not apply, however, to
certain transfers of property between spouses or incident to
divorce.
b. DISTRIBUTIONS AFTER ANNUITY COMMENCEMENT DATE. Annuity payments made
after the Annuity Commencement Date are includable in gross income to
the extent the payments exceed the amount determined by the
application of the ratio of the "investment in the contract" to the
total amount of the payments to be made after the Annuity Commencement
Date (the "exclusion ratio").
i. When the total of amounts excluded from income by application of
the exclusion ratio is equal to the investment in the contract
as of the Annuity Commencement Date, any additional payments
(including surrenders) will be entirely includable in gross
income.
ii. If the annuity payments cease by reason of the death of the
Annuitant and, as of the date of death, the amount of annuity
payments excluded from gross income by the exclusion ratio does
not exceed the investment in the contract as of the Annuity
Commencement Date, then the remaining portion of unrecovered
investment shall be allowed as a deduction for the last taxable
year of the Annuitant.
iii. Certain distributions, such as surrenders made after the Annuity
Commencement Date, are not treated as annuity payments, and
shall be included in gross income.
<PAGE>
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c. AGGREGATION OF TWO OR MORE ANNUITY CONTRACTS.
Annuity contracts, such as the Certificate, issued after October 21,
1988 by the same insurer (or affiliated insurer) to the same Certificate
Owner within the same calendar year (other than certain contracts held
in connection with a tax-qualified retirement arrangement) will be
treated as one annuity contract for the purpose of determining the
taxation of distributions prior to the Annuity Commencement Date. An
annuity contract received in a tax-free exchange for another annuity
contract or life insurance contract may be treated as a new contract for
this purpose. HL believes that for any annuity subject to such
aggregation, the values under the Certificates and the investment in the
contracts will be added together to determine the taxation of amounts
received or deemed received prior to the Annuity Commencement Date.
Withdrawals will first be treated as withdrawals of income until all of
the income from all such contracts is withdrawn. As of the date of this
Prospectus, there are no regulations interpreting this provision.
d. PENALTY -- APPLICABLE TO CERTAIN WITHDRAWALS AND ANNUITY PAYMENTS.
i. If any amount is received or deemed received on the Certificate
(before or after the Annuity Commencement Date), the Code
applies a penalty tax equal to ten percent of the portion of
the amount includable in gross income, unless an exception
applies.
ii. The penalty will not apply to the following distributions
(exceptions vary based upon the precise plan involved):
1. Distributions made on or after the date the recipient has
attained the age of 59 1/2.
2. Distributions made on or after the death of the Certificate Owner
or where the Certificate Owner is not an individual, the death of
the primary Annuitant.
3. Distributions attributable to a recipient's becoming disabled.
4. A distribution that is part of a scheduled series of
substantially equal periodic payments for the life (or life
expectancy) of the recipient (or the joint lives or life
expectancies of the recipient and the recipient's Beneficiary).
5. Distributions of amounts which are allocable to "investments in
the contract" made prior to August 14, 1982.
<PAGE>
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e. SPECIAL PROVISIONS AFFECTING CERTIFICATES OBTAINED THROUGH A TAX-FREE
EXCHANGE OF OTHER ANNUITY OR LIFE INSURANCE CONTRACTS PURCHASED PRIOR
TO AUGUST 14, 1982.
If the Certificate was obtained by a tax-free exchange of a life
insurance or annuity contract purchased prior to August 14, 1982, then
any amount surrendered prior to the Annuity Commencement Date which does
not exceed the portion of the "investment in the contract" (generally
premiums paid into the prior contract, less amounts deemed received)
prior to August 14, 1982, shall not be included in gross income. In all
other respects, the general provisions apply to distributions from such
contracts.
f. REQUIRED DISTRIBUTIONS IN THE EVENT OF CERTIFICATE OWNER'S DEATH.
i. If any Certificate Owner dies before the Annuity Commencement Date,
the entire interest in the Certificate must be distributed within
five years of the date of death; however, a portion or all of such
interest may be payable to a designated Beneficiary over the life
of such Beneficiary or for a period not extending beyond the life
expectancy of such Beneficiary with payments starting within one
year of the date of death.
ii. If any Certificate Owner or Annuitant dies on or after the Annuity
Commencement Date and before the entire interest in the Certificate
has been distributed, any remaining portion of such interest must
be distributed at least as rapidly as under the method of
distribution in effect at the time of death.
iii. If a spouse is designated as a Beneficiary at the time of the
Certificate Owner's death and there is a surviving Annuitant or
Contingent Annuitant, then such spouse will be treated as the
Certificate Owner under subparagraph i. and ii. above.
iv. If the Certificate Owner is not an individual, the primary
Annuitant shall be treated as the Certificate Owner under
subparagraphs i. and ii. above. If there is a change in the
primary Annuitant, such change shall be treated as the death of the
Certificate Owner.
3. DIVERSIFICATION REQUIREMENTS.
Section 817 of the Code provides that a Certificate will not be treated as
an annuity for any period during which the investments made by the Separate
Account or underlying Portfolios are not adequately diversified in
accordance with regulations prescribed by the Treasury. If a Certificate
is not treated as an annuity, the Certificate Owner will be subject to
income tax on the annual increases in cash value. The Treasury has issued
<PAGE>
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diversification regulations which, among other things, require that no more
than 55% of the assets of a mutual fund underlying a Certificate, be
invested in any one investment. In determining whether the diversification
standards are met, each United States Government Agency or instrumentality
shall be treated as a separate issuer. If the diversification standards
are not met, non-pension Certificate Owners will be subject to current tax
on the increase in cash value in the Certificate.
D. FEDERAL INCOME TAX WITHHOLDING
The portion of a distribution which is taxable income to the recipient will
be subject to federal income tax withholding, pursuant to Section 3405 of
the Code. The application of this provision is summarized below:
1. Non-Periodic Distributions
The portion of a non-periodic distribution which constitutes taxable
income will be subject to federal income tax withholding unless the
recipient elects not to have taxes withheld. If an election not to have
taxes withheld is not provided, 10% of the taxable distribution will be
withheld as federal income tax. Election forms will be provided at the
time distributions are requested. If the necessary election forms are
not submitted to HL, HL will automatically withhold 10% of the taxable
distribution.
2. Periodic Distributions (distributions payable over a period greater
than one year)
The portion of a periodic distribution which constitutes taxable income
will be subject to federal income tax withholding as if the recipient
were married claiming three exemptions. A recipient may elect not to
have income taxes withheld or have income taxes withheld at a different
rate by providing a completed election form. Election forms will be
provided at the time distributions are requested.
GENERAL MATTERS
ASSIGNMENT
Benefits under a Certificate described herein are assignable by the Certificate
Owner only if HL agrees. An assignment of a Certificate may subject the
assignment proceeds to income taxes and certain penalty taxes. (See "Taxation
of Annuities -- General Provisions Affecting Purchasers Other than Qualified
Plans," page 30.)
MODIFICATION
HL reserves the right to modify the Certificate, but only if such modification
(i) is necessary to make the Certificate or the Separate Account comply with any
law or regulation issued by a governmental agency to which HL is subject; or
(ii) is necessary to assure continued tax
<PAGE>
-36-
advantages for the Certificate under the Code or other federal or state laws;
or (iii) is necessary to reflect a change in the operation of the Separate
Account or the Division(s) or (iv) provides additional Separate Account
options or (v) withdraws Separate Account options. In the event of any such
modification, HL will provide notice to the Certificate Owner or to the
payee(s) during the annuity period. HL may also make appropriate endorsement
in the Certificate to reflect such modification.
MISSTATEMENT OF AGE
If the age of the Annuitant has been misstated, the amount of the annuity
payable by HL will be that provided by that portion of the amounts allocated
to effect such annuity on the basis of the corrected information without
changing the date of the first payment of such annuity. Any underpayments by
HL shall be made up immediately and any overpayments shall be charged against
future amounts becoming payable.
DELAY OF PAYMENTS
There may be postponement of a surrender payment or Death Benefit whenever
(a) the New York Stock Exchange is closed, except for holidays or weekends,
or trading on the New York Stock Exchange is restricted as determined by the
Commission; (b) the Commission permits postponement and so orders; or (c) the
Commission determines that an emergency exists making valuation or disposal
of securities not reasonably practicable.
VOTING RIGHTS
HL will notify you of any Portfolio shareholders' meeting if the shares held
for your account may be voted at such meetings. HL will also send proxy
materials and a form of instruction by means of which you can instruct HL
with respect to the voting of the Portfolio shares held for your account.
In connection with the voting of Portfolio shares held by it, HL will arrange
for the handling and tallying of voting instructions received from
Certificate Owners. HL as such, shall have no right, except as hereinafter
provided, to vote any Portfolio shares held by it hereunder which may be
registered in its name or the names of its nominees. HL will, however, vote
the Portfolio shares held by it in accordance with the instructions received
from the Certificate Owners for whose accounts the Portfolio shares are held.
If a Certificate Owner desires to attend any meeting at which shares held
for the Certificate Owner's benefit may be voted, the Certificate Owner may
request HL to furnish a proxy or otherwise arrange for the exercise of voting
rights with respect to the Portfolio shares held for such Certificate Owner's
account. In the event that the Certificate Owner gives no instructions or
leaves the manner of voting discretionary, HL will vote such shares of the
appropriate Portfolio in the same proportion as shares of that Portfolio for
which instructions have been received. During the annuity period under a
Certificate the number of votes will decrease as the assets held to fund
annuity benefits decrease.
<PAGE>
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EXPERIENCE CREDIT
The Certificates issued under a corporate-sponsored plan may be eligible for
experience credits due to administrative savings. The amount of any experience
credit maybe paid in cash or applied to and used to increase Investment Value.
DISTRIBUTION OF THE CERTIFICATES
The securities will be sold by insurance and variable annuity agents of HL who
are either registered representatives of Hartford Equity Sales Company, Inc., a
wholly-owned broker-dealer subsidiary of HL, or of independent broker-dealers.
These broker-dealers are registered with the Commission under the Securities
Exchange Act of 1934 as a broker-dealer and are members of the National
Association of Securities Dealers, Inc.
Commissions will be paid by HL and will not be more than 4.6% of Premium
Payments.
From time to time, HL may pay or permit other promotional incentives, in cash or
credit or other compensation.
CUSTODIAN OF SEPARATE ACCOUNT ASSETS
The assets of the Separate Account are held by HL under a safekeeping
arrangement.
LEGAL PROCEEDINGS
There are no legal proceedings to which the Separate Account is a party or to
which the assets of the Separate Account are subject. HL is engaged in various
matters of routine litigation which in its judgment are not of material
importance in relation to its total assets.
EXPERTS
The financial statements and schedules included in this prospectus and
elsewhere in the registration statement have been audited by Arthur Andersen
LLP, independent public accountants, as indicated in their reports with respect
thereto, and are included herein to reliance upon the authority of said firm as
firm as experts in accounting and auditing.
<PAGE>
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ADDITIONAL INFORMATION
Inquiries will be answered by calling your representative or by writing:
ICMG
Attn: Group Annuity Operations
100 Campus Drive, Suite 250
Florham Park, NJ 07932.
Telephone: 800-861-1408
<PAGE>
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TABLE OF CONTENTS
TO
STATEMENT OF ADDITIONAL INFORMATION
SECTION PAGE NO.
INTRODUCTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
DESCRIPTION OF HARTFORD LIFE INSURANCE COMPANY. . . . . . . . . . . . . . . . 4
SAFEKEEPING OF ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
INDEPENDENT PUBLIC ACCOUNTANTS . . . . . . . . . . . . . . . . . . . . . . . 4
DISTRIBUTION OF CERTIFICATES. . . . . . . . . . . . . . . . . . . . . . . . . 4
ANNUITY/PAYOUT PERIOD . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Annuity Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
The Annuity Unit and Valuation . . . . . . . . . . . . . . . . . . . . . . 5
Determination of Payment Amount. . . . . . . . . . . . . . . . . . . . . . 6
CALCULATION OF YIELD AND RETURN . . . . . . . . . . . . . . . . . . . . . . . 7
PERFORMANCE COMPARISONS . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
<PAGE>
-40-
- - - - - - - - - - - - - - - - - -
To Obtain a Statement of Additional Information, please complete the form below
and mail to:
ICMG
Attn: Group Annuity Operations
100 Campus Drive, Suite 250
Florham Park, NJ 07932
Please send a Statement of Additional Information for ICMG Secular Trust
Separate Account to me at the following address:
- - ----------------------------------------------------
Name
- - ----------------------------------------------------
Street
- - ----------------------------------------------------
City/State Zip Code
- - - - - - - - - - - - - - - - - -
<PAGE>
PART B
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
Hartford Life Insurance Company -
ICMG SECULAR TRUST SEPARATE ACCOUNT
SUBJECT TO COMPLETION
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS STATEMENT OF ADDITIONAL INFORMATION DOES NOT
CONSTITUTE A PROSPECTUS. THE INFORMATION CONTAINED HEREIN SHOULD BE READ IN
CONJUNCTION WITH THE PROSPECTUS.
To obtain a Prospectus, send a written request to ICMG, Attn: Group Annuity
Operations, 100 Campus Drive, Suite 250, Florham Park, NJ 07932.
Date of Prospectus: May 3, 1995
Date of Statement of Additional Information: May 3, 1995
<PAGE>
-2-
TABLE OF CONTENTS
<TABLE>
<CAPTION>
SECTION PAGE NO.
- - ------- --------
<S> <C>
INTRODUCTION .......................................................... 3
DESCRIPTION OF HARTFORD LIFE INSURANCE COMPANY......................... 4
SAFEKEEPING OF ASSETS ................................................. 4
INDEPENDENT PUBLIC ACCOUNTANTS ........................................ 4
DISTRIBUTION OF CERTIFICATES .......................................... 4
ANNUITY/PAYOUT PERIOD ................................................. 5
Annuity Payments ............................................... 5
The Annuity Unit and Valuation ................................. 5
Determination of Payment Amount ................................ 6
CALCULATION OF YIELD AND RETURN ....................................... 7
PERFORMANCE COMPARISONS ............................................... 8
FINANCIAL STATEMENTS .................................................. 11
</TABLE>
<PAGE>
-3-
INTRODUCTION
The Group Flexible Premium Deferred Variable Annuity Individually Allocated
Certificates ("Certificates") described in the prospectus are offered to
employee-participants of nonqualified deferred compensation and supplemental
executive retirement plans.
The Premium Payments under a Certificate, less any applicable Premium Taxes
and federal taxes imposed under Section 848 of the Code, will be applied to
the Separate Account. Accordingly, the net Premium Payment under the
Certificate will be applied to purchase interests in one or more of the
following twelve Divisions: HVA Money Market Fund, Inc., Hartford Bond Fund,
Inc. and Hartford Capital Appreciation Fund, Inc., sponsored by HL; the
Partners Portfolio, Balanced Portfolio and Limited Maturity Bond Portfolio of
Neuberger & Berman Advisers Management Trust; the Equity-Income Portfolio and
High Income Portfolio of Fidelity Variable Insurance Products Fund; the Asset
Manager Portfolio of Fidelity Variable Insurance Products Fund II; the
Quality Bond Portfolio and Small Cap Portfolio of Dreyfus Variable Investment
Fund; the Emerging Markets Series of GCG Trust; and the Alger American Small
Capitalization Portfolio and Alger American Growth Portfolio of the Alger
American Fund.
Shares of the Portfolios are purchased by the Separate Account without the
imposition of any additional sales charge. The value of a Certificate
depends on the value of the shares of the Portfolio held by the Separate
Account pursuant to that Certificate. As a result, the Certificate Owner
bears the investment risk since market value of the shares may increase or
decrease.
The Certificates provide that in the event the Annuitant dies before the
selected Annuity Commencement Date, the Contingent Annuitant will become the
Annuitant. If the Annuitant dies before the Annuity Commencement Date and
there is no designated Contingent Annuitant, or the Contingent Annuitant
predeceases the Annuitant, or if the Certificate Owner dies before the
Annuity Commencement Date, the Beneficiary will receive the Certificate Value
determined on the date of receipt of due proof of death by HL in its Home
Office. However, if, upon death prior to the Annuity Commencement Date, the
Annuitant or Certificate Owner, as applicable, had not attained his 85th
birthday, the Beneficiary will receive the greater of (a) the Investment
Value as determined on the date of receipt of due proof of death acceptable
to HL and received in its Customer Service Center, or (b) 100% of the all
Premium Payments made by the Certificate Owner under the Certificate, reduced
by the amount of any partial withdrawals since the Certificate Date. If the
Annuitant or Certificate Owner had attained age 85 prior to death, the Death
Benefit will be equal to the Investment Value.
<PAGE>
-4-
DESCRIPTION OF HARTFORD LIFE INSURANCE COMPANY
Hartford Life Insurance Company ("HL") was originally incorporated under the
laws of Massachusetts on June 5, 1902. It was subsequently redomiciled to
Connecticut. It is a stock life insurance company engaged in the business of
writing health and life insurance, both ordinary and group, in all states of
the United States and the District of Columbia. The offices of HL are
located in Simsbury, Connecticut; however, its mailing address is P.O. Box
2999, Hartford, CT 06104-2999. HL is ultimately 100% owned by Hartford Fire
Insurance Company, one of the largest multiple lines insurance carriers in
the United States. Hartford Fire Insurance Company is a subsidiary of ITT
Corporation.
HL has an A++ (Superior) rating from A.M. Best and Company, Inc. HL has an
AA+ rating from Standard and Poor's and Duff and Phelps' highest rating of
AAA based on its claims-paying ability.
These ratings do not apply to the performance of the Separate Account.
However, the Certificate obligations under this Variable Annuity are the
general corporate obligations of HL. These ratings do apply to HL's ability
to meet its insurance obligations under the Certificate.
SAFEKEEPING OF ASSETS
The assets of the Separate Account are held by HL under a safekeeping
arrangement.
INDEPENDENT PUBLIC ACCOUNTANTS
The financial statements and schedules included in this prospectus and elsewhere
in the 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 daid firm
as experts in accounting and auditing.
DISTRIBUTION OF CERTIFICATES
Hartford Equity Sales, Inc. ("HESCO") serves as Principal Underwriter for the
securities issued with respect to the Separate Account. HESCO is a
wholly-owned subsidiary of HL.
<PAGE>
-5-
The securities will be sold by insurance and Variable Annuity agents of HL
who are registered representatives of HESCO or independent Broker-Dealers.
These Broker-Dealers are registered with the Commission under the Securities
Exchange Act of 1934 as Broker-Dealers and are members of the National
Association of Securities Dealers, Inc.
The offering of the Separate Account Certificates is continuous.
ANNUITY/PAYOUT PERIOD
ANNUITY PAYMENTS
Variable Annuity payments are determined on the basis of (1) a mortality
table set forth in the Certificate and the type of Annuity payment option
selected, and (2) the investment performance of the investment medium
selected. Fixed Annuity payments are based on the Annuity tables contained
in the Certificate, and will remain level for the duration of the Annuity.
The amount of the Annuity payments will not be affected by adverse mortality
experience or by an increase in expenses in excess of the expense deduction
for which provision has been made (see "Mortality and Expense Risk Charge,"
page of the prospectus).
For a Variable Annuity, the Annuitant will be paid the value of a fixed
number of Annuity Units each month. The value of such units and the amounts
of the monthly Variable Annuity payments will, however, reflect investment
income occurring after retirement, and thus the Variable Annuity payments
will vary with the investment experience of the Portfolio shares selected.
THE ANNUITY UNIT AND VALUATION
The value of the Annuity Unit for each Division in the Separate Account for
any day is determined by multiplying the value for the preceding day by the
product of (1) the Experience Factor (see "Valuation of Accumulation Units,"
commencing on page ) for the day for which the Annuity Unit value is
being calculated, and (2) a factor to neutralize the assumed investment rate
discussed below.
ILLUSTRATION OF CALCULATION OF ANNUITY UNIT VALUE
1. Net Investment Factor for period ............ 1.011225
2. Adjustment for 4% Assumed Investment Rate ... .999892
<PAGE>
-6-
3. 2x1 ......................................... 1.011116
4. Annuity Unit value, beginning of period ..... .995995
5. Annuity Unit value, end of period (3x4) ..... 1.007066
DETERMINATION OF PAYMENT AMOUNT
When Annuity payments are to commence, the value of the Certificate is
determined as the product of the value of the Accumulation Unit of each
Division on that same day, and the number of Accumulation Units credited to
each Division as of the date the Annuity is to commence.
The Certificate contains tables indicating the minimum dollar amount of the
first monthly payment under the optional forms of Annuity for each $1,000 of
value of a Division under a Certificate. The first monthly payment varies
according to the form and type of Annuity selected. The Certificate contains
Annuity tables derived from the 1983(a) Individual Annuity Mortality Table
with ages set back one year with an assumed investment rate ("A.I.R.") of
3.00% per annum for the Fixed Annuity and 5.00% per annum for the Variable
Annuity.
The total first monthly Variable Annuity payment is determined by multiplying
the value (expressed in thousands of dollars) of a Division (less any
applicable Premium Taxes) by the amount of the first monthly payment per
$1,000 of value obtained from the tables in the Certificates.
Fixed Annuity payments are determined at annuitization by multiplying the
values allocated (less applicable Premium Taxes) by a rate to be determined
by HL which is no less than the rate specified in the Annuity tables in the
Certificate. The Annuity payment will remain level for the duration of the
Annuity.
The amount of the first monthly Variable Annuity payment, determined as
described above, is divided by the value of an Annuity Unit for the
appropriate Division no earlier than the close of business on the fifth
Valuation Day preceding the day on which the payment is due in order to
determine the number of Annuity Units represented by the first payment. This
number of Annuity Units remains fixed during the Annuity Payment Period, and
in each subsequent month the dollar amount of the Variable Annuity payment is
determined by multiplying this fixed number of Annuity Units by the then
current Annuity Unit value.
<PAGE>
-7-
THE A.I.R. ASSUMED IN THE MORTALITY TABLES WOULD PRODUCE LEVEL VARIABLE
ANNUITY PAYMENTS IF THE INVESTMENT RATE REMAINED CONSTANT. IN FACT, PAYMENTS
WILL VARY UP OR DOWN AS THE INVESTMENT RATE VARIES UP OR DOWN FROM THE A.I.R.
The Annuity Unit value used in calculating the amount of the Variable Annuity
payments will be based on an Annuity Unit value determined as of the close of
business on a day no earlier than the fifth Valuation Day preceding the date
of the Annuity payment.
CALCULATION OF YIELD AND RETURN
YIELD OF THE HVA MONEY MARKET FUND, INC. As summarized in the Prospectus
under the heading "Performance Related Information," the yield of the HVA
Money Market Fund, Inc. for a seven-day period (the "base period") will be
computed by determining the "net change in value" of a hypothetical account
having a balance of one unit at the beginning of the period, dividing the net
change in account value by the value of the account at the beginning of the
base period to obtain the base period return, and multiplying the base period
return by 365/7 with the resulting yield figure carried to the nearest
hundredth of one percent. Net changes in value of a hypothetical account
will include net investment income of the account (accrued dividends as
declared by the underlying funds, less expense and Certificate charges of the
account) for the period, but will not include realized gains or losses or
unrealized appreciation or depreciation on the underlying fund shares.
The effective yield is calculated by compounding the base period return by
adding 1, raising the sum to a power equal to 365/7 and subtracting 1 from
the result, according to the following formula:
Effective Yield = [(Base Period Return + 1) 365/7] - 1
The HVA Money Market Fund, Inc.'s yield and effective yield will vary in
response to fluctuations in interest rates and in the expenses of the Divison.
The Hartford Bond Fund, Inc. and Limited Maturity Bond Portfolio 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 first day of the
period. This figure reflects the recurring charges at the Separate Account
level.
<PAGE>
-8-
CALCULATION OF TOTAL RETURN. As summarized in the Prospectus under the
heading "Performance Related Information", total return is a measure of the
change in value of an investment in a Division over the period covered. The
formula for total return used herein includes three steps: (1) calculating
the value of the hypothetical initial investment of $1,000 as of the end of
the period by multiplying the total number of units owned at the end of the
period by the unit value per unit on the last trading day of the period; (2)
assuming redemption at the end of the period and deducting any applicable
contingent deferred sales charge and (3) dividing this account value for the
hypothetical investor by the initial $1,000 investment and annualizing the
result for periods of less than one year. Total return will be calculated
for one year, five years, and ten years or some other relevant periods if a
Division has not been in existence for at least ten years.
At any time in the future, yields and total return may be higher or lower
than past yields and there can be no assurance that any historical results
will continue.
PERFORMANCE COMPARISONS
YIELD AND TOTAL RETURN. The total return and yield may also be used to
compare the performance of the Divisions against certain widely acknowledged
outside standards or indices for stock and bond market performance. Index
performance is not representative of the performance of the Division to which
it is compared and is not adjusted for commissions and other costs.
Portfolio holdings of the Division will differ from those of the index to
which it is compared. Performance comparison indices include the following:
The Consumer Price Index, prepared by the U.S. Bureau of Labor Statistics, is
a commonly used measure of the rate of inflation. The index shows the
average change in the cost of selected consumer goods and services and does
not represent a return on an investment vehicle.
The Dow Jones Industrial Average is an unmanaged list of 30 common stocks
frequently used as a general measure of stock market performance. Its
performance figures reflect changes of market prices and reinvestment of all
distributions.
Lehman Brothers Corporate Bond Index is an unmanaged list of publicly issued,
fixed-rate, non-convertible investment-grade domestic corporate debt
securities frequently used as a general measure of the performance of
fixed-income securities. The average quality of bonds included in the index
may be higher than the average quality of those bonds in which High Yield
Fund customarily invests. The index does not include bonds in certain of the
lower rating classifications in which the Fund may invest. The performance
figures of the index reflect changes in market prices and reinvestment of all
interest payments.
<PAGE>
-9-
The Lehman Brothers Government Bond Index (the "SL Government Index") is a
measure of the market value of all public obligations of the U.S. Treasury;
all publicly issued debt of all agencies of the U.S. Government and all
quasi-federal corporations; and all corporate debt guaranteed by the U.S.
Government. Mortgage-backed securities, flower bonds and foreign targeted
issues are not included in the SL Government Index.
The Lehman Brothers Government/Corporate Bond Index (the "SL
Government/Corporate Index") is a measure of the market value of
approximately 5,300 bonds with a face value currently in excess of $1.3
trillion. To be included in the SL Government/Corporate Index, an issue must
have amounts outstanding in excess of $1 million, have at least one year to
maturity and be rated "Baa" or higher ("investment grade") by a nationally
recognized rating agency. The index does not include bonds in certain of the
lower-rating classifications in which High Yield Fund invests. Its
performance figures reflect changes in market prices and reinvestment of all
interest payments.
Morgan Stanley Capital International World Index is an unmanaged list of
approximately 1,450 equity securities listed on the stock exchanges of the
United States, Europe, Canada, Australia, New Zealand and the Far East, with
all values expressed in U.S. dollars. Performance figures reflect changes in
market prices and reinvestment of distributions net of withholding taxes.
The securities in the index change over time to maintain representativeness.
The NASDAQ-OTC Industrial Average (The "NASDAQ Index") is a market
value-weighted and unmanaged index showing the changes in the aggregate
market value of approximately 3,500 stocks relative to the base measure of
100.00 on February 5, 1971. The NASDAQ Index is composed entirely of common
stocks of companies traded over-the-counter and often through the National
Association of Securities Dealers Automated Quotations ("NASDAQ") system.
Only those over-the-counter stocks having only one market maker or traded on
exchanges are excluded. Its performance figures reflect changes of market
prices but do not reflect reinvestment of cash dividends.
Salomon Brothers Long-Term High-Grade Corporate Bond Index is an unmanaged
list of publicly traded corporate bonds having a rating of at least AA by
Standard & Poor's or Aa by Moody's and is frequently used as general measure
of the performance of fixed-income securities. The average quality of bonds
included in the index may be higher than the average quality of those bonds
in which a Fund may customarily invests. The index does not include bonds in
certain of the lower rating classifications in which the Fund may invest.
Performance figures for the index reflect changes of market prices and
reinvestment of all distributions.
<PAGE>
-10-
The Salomon Brothers 7-10 Year Government Bond Index is an unmanaged list of
U.S. Government and government agency securities with maturities of 7 to 10
years. Performance figures for the index reflect changes of market prices
and reinvestment of all interest payments.
The Standard & Poor's Composite Index of 500 stocks (the "S&P 500") a market
value-weighted and unmanaged index showing changes in the aggregate market
value of 500 stocks relative to the base period 1941-43. The S&P 500 is
composed almost entirely of common stocks of companies listed on the New York
Stock Exchange, although the common stocks of a few companies listed on the
American Stock Exchange or traded over-the-counter are included. The 500
companies represented include 400 industrial, 60 transportation and 40
financial services concerns. The S&P 500 represents about 80% of the market
value of all issues traded on the New York Stock Exchange. Its performance
figures reflect changes of market prices and reinvestment of all regular cash
dividends.
The Standard & Poor's 40 Utilities Index is unmanaged list of 40 utility
stocks. The Index assumes reinvestment of all distributions and reflects
changes in market prices but does not take into account brokerage commissions
or other fees.
The manner in which total return and yield will be calculated for public use
is described above.
<PAGE>
-11-
FINANCIAL STATEMENTS
(TO BE PROVIDED)
<PAGE>
HARTFORD LIFE INSURANCE COMPANY
ICMG SECULAR TRUST SEPARATE ACCOUNT
This Prospectus describes Omniflex, an individually allocated group flexible
premium deferred variable annuity contract and certificates thereunder
("Certificates") issued by Hartford Life Insurance Company ("HL"). The
Certificates are offered to employee-participants of nonqualified deferred
compensation and supplemental executive retirement plans. Premium Payments
for each Certificate will be allocated to Divisions of Hartford Life
Insurance Company - ICMG Secular Trust Separate Account (the "Separate
Account").
There are currently twelve Divisions available under the Certificate. The
underlying investment portfolios ("Portfolios") for the Divisions are the HVA
Money Market Fund, Inc., Hartford Bond Fund, Inc. and Hartford Capital
Appreciation Fund, Inc., (formerly Hartford Aggressive, Growth Fund, Inc)
sponsored by HL; the Partners Portfolio, Balanced Portfolio and Limited
Maturity Bond Portfolio of Neuberger & Berman Advisers Management Trust; the
Equity-Income Portfolio and High Income Portfolio of Fidelity Variable
Insurance Products Fund; the Asset Manager Portfolio of Fidelity Variable
Insurance Products Fund II; the Emerging Markets Series of GCG Trust, and the
Alger American Small Capitalization Portfolio and Alger American Growth
Portfolio of the Alger American Fund.
This Prospectus sets forth the information concerning the Separate Account
that investors should know before investing and should be kept for future
reference. Additional information about the Separate Account has been filed
with the Securities and Exchange Commission and is available without charge
upon request. To obtain the Statement of Additional Information send a
written request to ICMG, Attn: Group Annuity Operations, 100 Campus Drive,
Suite 250, Florham Park, NJ 07932. The Table of Contents for the Statement
of Additional Information may be found on page 39 of this Prospectus. The
Statement of Additional Information is incorporated by reference into this
Prospectus.
- - ------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
- - ------------------------------------------------------------------------------
THIS PROSPECTUS IS VALID ONLY WHEN ACCOMPANIED BY CURRENT PROSPECTUSES FOR
THE PORTFOLIOS
- - ------------------------------------------------------------------------------
Prospectus Dated:
Statement of Additional Information Dated:
<PAGE>
-2-
TABLE OF CONTENTS
Page
----
GLOSSARY OF SPECIAL TERMS. . . . . . . . . . . . . . . . . . . . . . . 5
FEE TABLE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
SUMMARY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
PERFORMANCE RELATED INFORMATION . . . . . . . . . . . . . . . . . . . 12
INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
THE CERTIFICATE. . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
THE SEPARATE ACCOUNT . . . . . . . . . . . . . . . . . . . . . . . . . 14
THE COMPANY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
THE PORTFOLIOS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Investment Advisers. . . . . . . . . . . . . . . . . . . . . . . . . 17
Other Information about the Portfolios . . . . . . . . . . . . . . . 18
OPERATION OF THE CERTIFICATE. . . . . . . . . . . . . . . . . . . . . . 20
Premium Payments . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Refund Rights. . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Value of Accumulation Units. . . . . . . . . . . . . . . . . . . . . 21
Investment Value . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Reallocations Among Divisions. . . . . . . . . . . . . . . . . . . . 21
Surrender of a Certificate/Partial Withdrawals . . . . . . . . . . . 22
DEATH BENEFIT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
CHARGES UNDER THE CERTIFICATE. . . . . . . . . . . . . . . . . . . . . . 25
Sales Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
<PAGE>
-3-
Page
----
Mortality and Expense Risk Charge. . . . . . . . . . . . . . . . . . 25
Administrative Expense Charge. . . . . . . . . . . . . . . . . . . . 26
Premium Tax Charge . . . . . . . . . . . . . . . . . . . . . . . . . 26
Federal Tax Charge . . . . . . . . . . . . . . . . . . . . . . . . . 27
ANNUITY BENEFITS. . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Annuity Options. . . . . . . . . . . . . . . . . . . . . . . . . . . 27
The Annuity Unit and Valuation . . . . . . . . . . . . . . . . . . . 28
Determination of Payment Amount. . . . . . . . . . . . . . . . . . . 29
FEDERAL TAX CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . . . 30
General. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Taxation of HL and the Separate Account. . . . . . . . . . . . . . . 30
Taxation of Annuities -- General Provisions Affecting Purchasers
Other than Qualified Plans . . . . . . . . . . . . . . . . . . . . . 30
Federal Income Tax Withholding . . . . . . . . . . . . . . . . . . . 35
GENERAL MATTERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Modification . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Misstatement of Age . . . . . . . . . . . . . . . . . . . . . . . . 36
Delay of Payments. . . . . . . . . . . . . . . . . . . . . . . . . . 36
Voting Rights. . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Experience Credit. . . . . . . . . . . . . . . . . . . . . . . . . . 37
Distribution of the Certificates . . . . . . . . . . . . . . . . . . 37
Custodian of Separate Account Assets . . . . . . . . . . . . . . . . 37
<PAGE>
-4-
Page
----
Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . . . . 37
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Additional Information . . . . . . . . . . . . . . . . . . . . . . . 38
TABLE OF CONTENTS TO STATEMENT
OF ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . 39
<PAGE>
-5-
GLOSSARY OF SPECIAL TERMS
ACCUMULATION UNIT: An accounting unit of measure used to calculate the
Investment Value during the Accumulation Period.
ALLOCATION DATES: The dates we receive and accept Premium Payments. Premium
Payments are applied to the Separate Account Divisions on these Allocation
Dates.
ANNUITY COMMENCEMENT DATE: The date payment of an annuity is to begin under
each Certificate.
ANNUITY UNIT: An accounting unit of measure used to calculate the amount of
annuity payments under a variable annuity option.
ANNUITANT(S): The person(s) upon whose life the Certificate is issued.
BENEFICIARY: The person(s) entitled to receive benefits under the
Certificate on death of the Annuitant or Certificate Owner.
CERTIFICATE ANNIVERSARY: The anniversary of the Certificate Date.
CERTIFICATE DATE: The date shown in the Certificate specifications.
CERTIFICATE OWNER: The entity or person who is the owner of the Certificate,
as named in the Certificate specifications, sometimes herein referred to as
"You."
CERTIFICATE YEAR: A period of 12 months following the Certificate Date and
each anniversary thereof.
CODE: The Internal Revenue Code of 1986, as amended.
COMMISSION: Securities and Exchange Commission.
CONTINGENT ANNUITANT: The person so designated by the Certificate Owner who,
upon the Annuitant's death, prior to the Annuity Commencement Date, becomes
the Annuitant.
CUSTOMER SERVICE CENTER: Currently located at ICMG, Group Annuity
Operations, 100 Campus Drive, Suite 250, Florham Park, NJ 07932.
DEATH BENEFIT: The amount payable upon the death of an Annuitant or
Certificate Owner before annuity payments have started.
<PAGE>
-6-
DIVISIONS: The sub-accounts of the Separate Account.
HL: Hartford Life Insurance Company.
INVESTMENT VALUE: The sum of the values of each Division's Accumulation
Units held under the Certificate.
PORTFOLIOS: The underlying securities allocable under the Certificate.
PREMIUM PAYMENT: A payment made to HL pursuant to the terms of the
Certificate.
PREMIUM TAX: A tax charged by a state or municipality on Premium Payments or
Investment Value.
SEPARATE ACCOUNT: The HL separate account entitled "Hartford Life Insurance
Company - ICMG Secular Trust Separate Account."
SURRENDER VALUE: On surrender of the Certificate, an amount equal to the
Investment Value less any Premium Taxes not previously deducted and any due
and unpaid charges.
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 (currently 4:00 p.m. Eastern Time) on such days.
VALUATION PERIOD: The period between the close of business on successive
Valuation Days.
VARIABLE ANNUITY: An annuity providing for payments varying in amount in
accordance with the investment experience of the assets of the Separate
Account.
<PAGE>
-7-
FEE TABLE
ICMG SECULAR TRUST SEPARATE ACCOUNT
Summary
CERTIFICATE OWNER TRANSACTION EXPENSES (ALL DIVISIONS)
<TABLE>
<S> <C>
Maximum Sales Load Imposed on Purchases
(as a percentage of Premium Payments) 4.6% (1)
- - --------------------------------------------------------------------
Federal Tax Charge
(as a percentage of Premium Payments) 0.43%
- - --------------------------------------------------------------------
Reallocation Fee $0
- - --------------------------------------------------------------------
Deferred Sales Load None
- - --------------------------------------------------------------------
Administrative Expense Charge $2.50/month
- - --------------------------------------------------------------------
ANNUAL EXPENSES-SEPARATE ACCOUNT (AS PERCENTAGE OF AVERAGE INVESTMENT VALUE)
Mortality and Expense Risk 0.65%
- - --------------------------------------------------------------------
<FN>
(1) The sales load will vary depending on plan characteristics.
</TABLE>
<PAGE>
-8-
ANNUAL PORTFOLIO OPERATING EXPENSES (AS PERCENTAGE OF NET ASSETS)
<TABLE>
<CAPTION>
Total Portfolio
Management Other Operating
Fees Expenses Expenses
---------- -------- ---------------
<S> <C> <C> <C>
HVA Money Market Fund, Inc. 0.425% 0.049% 0.474%
Hartford Bond Fund, Inc. 0.500% 0.047% 0.547%
Hartford Capital Appreciation Fund, Inc. 0.675% 0.045% 0.720%
Partners Portfolio* 0.70% 1.05%** 1.75%
Balanced Portfolio 0.70% 0.21%** 0.91%
Limited Maturity Bond Portfolio 0.50% 0.16%** 0.66%
Equity-Income Portfolio 0.52% 0.06% 0.58%***
Asset Manager Portfolio 0.72% 0.08% 0.80%***
High Income Portfolio 0.61% 0.10% 0.71%
Emerging Markets Series 1.50% 0.23% 1.73%
American Small Capitalization Portfolio 0.85% 0.11% 0.96%
American Growth Portfolio 0.75% 0.11% 0.86%
<FN>
- - -------------
* The inception date of the Partners Portfolio was 3/22/94; therefore, the
fees and expenses are annualized.
** "Other Expenses" for the Partners Portfolio, Balanced Portfolio and
Limited Maturity Bond Portfolio include Rule 12b-1 plan fees of 0.07%, 0.05%
and 0.02%, respectively. See "Distribution Plan" of the respective
prospectuses of the Portfolios.
***A portion of the brokerage commissions paid by the Equity-Income Portfolio
and Asset Manager Portfolio was used to reduce their expenses. Without this
reduction, total operating expenses for the Equity-Income Portfolio and Asset
Manager Portfolio would have been 0.60% and 0.81%, respectively.
</TABLE>
<PAGE>
-9-
EXAMPLE
<TABLE>
<CAPTION>
If you surrender your Certificate or If you do not surrender your
annuitize at the end of the applicable Certificate or annuitize: You
time period: You would pay the would pay the following expenses
following expenses on a $1,000 on a $1,000 Investment, assuming
Investment, assuming a 5% annual a 5% annual return on assets:
return on assets:
- - ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
DIVISION 1 3 5 10 1 3 5 10
yr. yrs. yrs. yrs. yr. yrs. yrs. yrs.
- - --------------------------------------------------------------------------------------------------------------------
HVA Money Market Fund, Inc. 62 87 113 187 62 87 113 187
- - --------------------------------------------------------------------------------------------------------------------
Hartford Bond Fund, Inc. 63 89 117 196 63 89 117 196
- - --------------------------------------------------------------------------------------------------------------------
Hartford Capital Appreciation Fund, Inc. 64 95 127 216 64 95 127 216
- - --------------------------------------------------------------------------------------------------------------------
Partners Portfolio 75 127 182 336 75 127 182 336
- - --------------------------------------------------------------------------------------------------------------------
Balanced Portfolio 66 101 137 238 66 101 137 238
- - --------------------------------------------------------------------------------------------------------------------
Limited Maturity Bond Portfolio 64 93 123 209 64 93 123 209
- - --------------------------------------------------------------------------------------------------------------------
Equity-Income Portfolio 63 90 119 199 63 90 119 199
- - --------------------------------------------------------------------------------------------------------------------
Asset Manager Portfolio 65 97 131 225 65 97 131 225
- - --------------------------------------------------------------------------------------------------------------------
High Income Portfolio 64 94 126 215 64 94 126 215
- - --------------------------------------------------------------------------------------------------------------------
Emerging Markets Series 75 126 181 334 75 126 181 334
- - --------------------------------------------------------------------------------------------------------------------
American Small Cap Portfolio 67 102 140 244 67 102 140 244
- - --------------------------------------------------------------------------------------------------------------------
American Growth Portfolio 66 99 134 232 66 99 134 232
- - --------------------------------------------------------------------------------------------------------------------
The purpose of this table is to assist the Certificate Owner in understanding
various costs and expenses that a Certificate Owner will bear directly or
indirectly.
The table reflects expenses of the Separate Account and underlying Portfolios.
Premium taxes may also be applicable.
This EXAMPLE should not be considered a representation of past or future
expenses and actual expenses may be greater or less than those shown.
Assumes maximum charges.
</TABLE>
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SUMMARY
WHAT IS THE CERTIFICATE AND HOW MAY I PURCHASE ONE?
The Certificate offered is a tax-deferred group flexible premium variable
annuity Certificate (see "Taxation of Annuities -- General Provisions
Affecting Purchasers Other than Qualified Plans," page 30). Generally, the
Certificate is purchased by completing an enrollment form to purchase a
Certificate and submitting it, along with the initial Premium Payment, to HL
for its approval. The minimum initial Premium Payment is $1,000 with a
minimum allocation to any Portfolio of $500. Certain plans may make smaller
initial and subsequent periodic Premium Payments. Subsequent Premium
Payments, if made, must be a minimum of $1,000 or the minimum amount then in
effect.
WHO MAY PURCHASE THE CERTIFICATE?
The Certificates are offered to employee-participants of nonqualified
deferred compensation and supplemental executive retirement plans.
WHAT TYPES OF INVESTMENTS ARE AVAILABLE UNDER THE CERTIFICATE?
The underlying investments for the Certificate are shares of the HVA Money
Market Fund, Inc., Hartford Bond Fund, Inc. and Hartford Capital Appreciation
Fund, Inc. sponsored by HL; the Partners Portfolio, Balanced Portfolio and
Limited Maturity Bond Portfolio of Neuberger & Berman Advisers Management
Trust; the Equity-Income Portfolio and High Income Portfolio of Fidelity
Variable Insurance Products Fund; the Asset Manager Portfolio of Fidelity
Variable Insurance Products Fund II, the Emerging Markets Series of GCG
Trust, the Alger American Small Capitalization Portfolio and Alger American
Growth Portfolio of the Alger American Fund, and such other Portfolios as
shall be offered from time to time. (See "The Portfolios" commencing on page
15.)
WHAT ARE THE CHARGES UNDER THE CERTIFICATES?
SALES EXPENSES
A sales load of not more than 4.6% of Premium Payments will be deducted for
sales expenses.
MORTALITY AND EXPENSE RISK CHARGE
For assuming the mortality and expense risks under the Certificate, HL will
impose a 0.65% per annum charge against all Investment Value held in the
Divisions (see "Mortality and Expense Risk Charge," page 25).
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ADMINISTRATIVE EXPENSE CHARGE
The Certificate provides for an administrative expense charge of $2.50 per
month to be deducted from Investment Value to cover HL's administrative
expenses.
PREMIUM TAX AND FEDERAL TAX CHARGES
A deduction will be made for Premium Taxes for Certificates sold in certain
states. (See "Premium Tax Charge," page 26.) In addition, a deduction will
be made for the federal tax cost resulting from Section 848 of the Code.
(See "Federal Tax Charge," page 27.)
CHARGES BY THE PORTFOLIOS
The Portfolios are subject to certain fees, charges and expenses. (See the
Prospectuses for the Portfolio attached hereto.)
CAN I GET MY MONEY IF I NEED IT?
Subject to any applicable charges, the Certificate may be surrendered, or
portions of its Investment Value may be withdrawn, at any time prior to the
Annuity Commencement Date. The number of partial withdrawals in any
Certificate Year is limited to 12. If less than HL's minimum amount rules
then in effect remains in a Certificate as a result of a withdrawal, HL may
terminate the Certificate in its entirety. (See "Surrender of a
Certificate/Partial Withdrawals," page 22; see also "Federal Tax
Considerations," page 30, for a discussion of federal tax consequences,
including a 10% penalty tax that may apply upon surrender or withdrawal.)
DOES THE CERTIFICATE PAY ANY DEATH BENEFITS?
A Death Benefit is provided on the death of the Annuitant or Certificate
Owner before the Annuity Commencement Date and prior to attained age 85. (See
"Death Benefit," page 23.)
WHAT ARE THE AVAILABLE ANNUITY OPTIONS UNDER THE CERTIFICATE?
There are four available annuity options under the Certificate which are
described on page 27. The Annuity Commencement Date may not be deferred
beyond the Annuitant's 90th birthday in most states. (In Pennsylvania, the
Annuity Commencement Date may not be deferred beyond the Annuitant's 85th
birthday). If a Certificate Owner does not elect otherwise, the Investment
Value less applicable premium taxes will be applied on the Annuity
Commencement Date under the third option to provide a joint and last survivor
life annuity.
DOES THE CERTIFICATE OWNER HAVE ANY VOTING RIGHTS UNDER THE CERTIFICATE?
Certificate Owners will have the right to vote on matters affecting an
underlying Portfolio to the extent that proxies are solicited by such
Portfolio. If a Certificate Owner does not vote, HL shall vote such
interests in the same proportion as shares of the Portfolio for which
instructions have been received by HL. (See "Voting Rights," page 36.)
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PERFORMANCE RELATED INFORMATION
The Separate Account may advertise certain performance related information
concerning its Divisions. Performance information about a Division is based
on the Division's past performance only and is no indication of future
performance.
Each Division may include total return in advertisements or other sales
material. When a Division advertises its total return, it will usually be
calculated for one year, five years, and ten years or some other relevant
periods if the Division has not been in existence for at least ten years.
Total return is measured by comparing the value of an investment in the
Division at the beginning of the relevant period to the value of the
investment at the end of the period. The Divisions for the Hartford Bond
Fund, Inc. and Limited Maturity Bond Portfolio 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 Division for the HVA Money Market Fund, Inc. may advertise yield and
effective yield. The yield of a Division is based upon the income earned by
the 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 reflect the Certificate charges described
below.
Total return for a Division of the Separate Account includes all Certificate
charges: sales charges, mortality and expense risk charges, and the
administrative expense charge, and is therefore lower than total return at
the Portfolio level, with no comparable charges. Yield for a Division of the
Separate Account includes all recurring charges (except sales charges), and
is therefore lower than yield at the Portfolio level, with no comparable
charges.
HL may provide information on various topics to current and prospective
Certificate 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 Certificate 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.
INTRODUCTION
This Prospectus has been designed to provide you with the necessary
information to make a decision on purchasing the Certificate offered by HL
and funded by the Divisions of the Separate
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Account. Please read the Glossary of Special Terms on pages 5 and 6 prior to
reading this Prospectus to familiarize yourself with the terms being used.
THE CERTIFICATE
The Certificate is a tax deferred individually allocated group flexible
premium variable annuity. Payments for the Certificate will be held in the
Divisions of the Separate Account. Each Division invests in a different
underlying Portfolio with its own distinct investment objectives. You pick
the Division(s) with the investment objectives that meet your needs. You may
select one or more Divisions and determine the percentage of your Premium
Payment that is put into a Division. Subject to certain limits, you may also
reallocate assets among the Divisions so that your investment program meets
your specific needs over time. There are minimum requirements for investing
in each Division which are described later in this Prospectus. In addition,
there are certain other limitations on withdrawals and reallocations of
amounts in the Divisions as described in this Prospectus. See "Charges Under
the Certificate" for a description of the charges for redeeming a Certificate
and other charges made under the Certificate.
The Certificate Owner may select an Annuity Commencement Date and an annuity
option which may be on a fixed or variable basis, or a combination thereof.
Generally, the Certificate contains the four optional forms of annuity
described later in this Prospectus. The Annuity Commencement Date may not be
deferred beyond the Annuitant's 90th birthday in most states. (In
Pennsylvania, the Annuity Commencement Date may not be deferred beyond the
Annuitant's 85th birthday).
The Annuity Commencement Date may be changed from time to time, but any such
change must be made at least 30 days prior to the date on which payments are
scheduled to begin. If you do not elect otherwise, payments will begin at
the Annuitant's age 90 under Option 3 (joint and last survivor life annuity).
When an annuity is effected under a Certificate, unless otherwise specified,
Investment Value held in the Divisions will be applied to provide a variable
annuity based on the pro rata amount in the various Divisions. Variable
annuity payments will vary in accordance with the investment performance of
the Division you have selected. The Certificate allows the Certificate Owner
to change the Divisions on which variable payments are based after payments
have commenced once every quarter. Any fixed annuity allocation may not be
changed.
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THE SEPARATE ACCOUNT
The Separate Account was established on October 28, 1994, in accordance with
authorization by the Board of Directors of HL. It is the Separate Account in
which HL sets aside and invests the assets attributable to the Certificates.
Although the Separate Account is an integral part of HL, it is registered as
a unit investment trust under the Investment Company Act of 1940. This
registration does not, however, involve supervision by the Commission of the
management or the investment practices or policies of the Separate Account or
HL. The Separate Account meets the definition of "separate account" under
federal securities laws.
Under Connecticut law, the assets of the Separate Account attributable to the
Certificates offered under this Prospectus are held for the benefit of the
owners of, and the persons entitled to payments under, those Certificates.
Income, gains, and losses, whether or not realized, from assets allocated to
the Separate Account, are, in accordance with the Certificates, credited to
or charged against the Separate Account. Also, the assets in the Separate
Account are not chargeable with liabilities arising out of any other business
HL may conduct. Investment Value allocated to the Divisions will not be
affected by the rate of return of HL's general account, nor by the investment
performance of any of HL's other separate accounts. However, the obligations
arising under the Certificates are general obligations of HL.
Currently, the Certificate Owner has the choice of allocating Investment
Value among up to five Divisions. (HL reserves the right to increase the
number of allocable investment options to more than five.) Each Division is
invested exclusively in the shares of one underlying Portfolio. Net Premium
Payments and proceeds of reallocations between Portfolios are applied to
purchase shares in the appropriate Portfolio at net asset value determined as
of the end of the Valuation Period during which the payments were received or
the reallocation made. All distributions from the Portfolios are reinvested
at net asset value. The value of your investment will therefore vary in
accordance with the net income and the market value of the underlying
Portfolio. During the variable annuity payout period, both your annuity
payments and reserve values will vary in accordance with these factors.
HL does not guarantee the investment results of the Portfolios or any of the
underlying investments. There is no assurance that Investment Value during
the years prior to retirement or the aggregate amount of the variable annuity
payments will equal the total of Premium Payments made under the Certificate.
Since each underlying Portfolio has different investment objectives and
policies, each is subject to different risks. These risks are more fully
described in the accompanying Portfolio Prospectuses.
HL reserves the right, subject to compliance with the law, to substitute the
shares of any other registered investment company for the shares of any
Portfolio held by the Separate Account. Substitution may occur only if
shares of the Portfolio(s) become unavailable or if there are changes in
applicable law or interpretations of law. Current law requires notification
to you of any such substitution and approval of the Commission.
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THE COMPANY
Hartford Life Insurance Company ("HL") was originally incorporated under the
laws of Massachusetts on June 5, 1902. It was subsequently redomiciled to
Connecticut. It is a stock life insurance company engaged in the business of
writing health and life insurance, both ordinary and group, in all states of
the United States and the District of Columbia. The offices of HL are
located in Simsbury, Connecticut; however, its mailing address is P.O. Box
2999, Hartford, CT 06104-2999. HL is ultimately 100% owned by Hartford Fire
Insurance Company, one of the largest multiple lines insurance carriers in
the United States. Hartford Fire Insurance Company is a subsidiary of ITT
Corporation.
HL has an A++ (Superior) rating from A.M. Best and Company, Inc. HL has an
AA+ rating from Standard and Poor's and Duff and Phelps' highest rating of
AAA based on its claims-paying ability.
These ratings do not apply to the performance of the Separate Account.
However, the Certificate obligations under this variable annuity are the
general corporate obligations of HL. These ratings do apply to HL's ability
to meet its insurance obligations under the Certificate.
THE PORTFOLIOS
The underlying investment for the Certificates are shares of the Portfolios.
The underlying Portfolio corresponding to each Division and its investment
objective are described below. HL reserves the right, subject to compliance
with the law, to offer additional Portfolios with differing investment
objectives. Certificate Owners should review the following brief descriptions
of the investment objectives of the Portfolios. There is no assurance that
any of the Portfolios will achieve their stated objectives. Certificate
Owners are also advised to read the prospectuses for the Portfolios
accompanying this prospectus for more detailed information.
HVA MONEY MARKET FUND, INC.
The investment objective of the HVA Money Market Fund, Inc. is to achieve
maximum current income consistent with liquidity and preservation of capital
by investing in money market securities.
HARTFORD BOND FUND, INC.
The investment objective of the Hartford Bond Fund, Inc. is to achieve
maximum current income consistent with preservation of capital by investing
primarily in bonds.
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HARTFORD CAPITAL APPRECIATION FUND, INC.
The investment objective of the Hartford Capital Appreciation Fund, Inc.
(formerly the "Hartford Aggressive Growth Fund, Inc.") is to achieve growth
of capital by investing in securities selected solely on potential for
capital appreciation; income, if any, is an incidental consideration.
PARTNERS PORTFOLIO
The investment objective of the Partners Portfolio of Neuberger & Berman
Advisers Management Trust is to achieve capital growth by investing primarily
in common stocks of established companies, using the value-oriented
investment approach.
BALANCED PORTFOLIO
The investment objective of the Balanced Portfolio of Neuberger & Berman
Advisers Management Trust is to achieve long-term capital growth and
reasonable current income without undue risk to principal by investing a
portion of its assets in common stocks and a portion of its assets in debt
securities.
LIMITED MATURITY BOND PORTFOLIO
The primary investment objective of the Limited Maturity Bond Portfolio of
Neuberger & Berman Advisers Management Trust is to achieve the highest
current income consistent with low risk to principal and liquidity. As a
secondary objective, the Limited Maturity Bond Portfolio also seeks to
enhance its total return though capital appreciation when market factors
indicate that capital appreciation may be available without significant risk
to principal. The Portfolio pursues its investment objectives primarily by
investing in a diversified portfolio of limited maturity debt securities.
EQUITY-INCOME PORTFOLIO
The investment objective of the Equity-Income Portfolio of Fidelity Variable
Insurance Products Fund is to seek reasonable income by investing primarily
in income-producing equity securities. In choosing these securities, the
Portfolio will also consider the potential for capital appreciation. The
Portfolio's goal is to achieve a yield which exceeds the composite yield on
the securities comprising the Standard & Poor's 500 Composite Stock Price
Index.
HIGH INCOME PORTFOLIO
The investment objective of the High Income Portfolio of Fidelity Variable
Insurance Products Fund is to obtain a high level of current income by
investing primarily in high-yielding, lower-rated, fixed income securities,
while also considering growth of capital. High yielding, lower-
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rated debt securities present higher risks of untimely interest and principal
payments, default, and price volatility than higher-rated securities, and may
present problems of liquidity and valuation.
ASSET MANAGER PORTFOLIO
The investment objective of the Asset Manager Portfolio of Fidelity Variable
Insurance Products Fund II is high total return with reduced risk over the
long-term by allocating its assets among domestic and foreign stocks, bonds
and short-term fixed-income instruments.
EMERGING MARKETS SERIES
The investment objective of the Emerging Markets Series of GCG Trust is
long-term growth of capital by investing primarily in equity securities of
companies that are considered to be in emerging market countries.
ALGER AMERICAN SMALL CAPITALIZATION PORTFOLIO
The investment objective of the Alger American Small Capitalization Portfolio
long-term capital appreciation by investing in a diversified, actively
managed portfolio of equity securities, primarily of companies with total
market capitalization of less than $1 billion.
ALGER AMERICAN GROWTH PORTFOLIO
The investment objective of the Alger American Growth Portfolio is long-term
capital appreciation by investing in a diversified, actively managed
portfolio of equity securities, primarily of companies with total market
capitalization of $1 billion or greater.
INVESTMENT ADVISERS
The investment adviser for the HVA Money Market Fund, Inc., Hartford Bond
Fund, Inc. and Hartford Capital Appreciation Fund, Inc. is The Hartford
Investment Management Company, Inc. ("HIMCO"), a wholly-owned subsidiary of
HL. HIMCO was organized under the laws of the State of Connecticut in
October of 1981. HIMCO also serves as investment adviser to several other
HL-sponsored funds which are also registered with the Securities and Exchange
Commission. HL is ultimately owned by Hartford Fire Insurance Company, one
of the largest multiple lines insurance carriers in the United States.
Hartford Fire Insurance Company is a subsidiary of ITT Corporation. HIMCO is
registered as an investment adviser under the Investment Advisers Act of
1940. HIMCO provides investment advice and supervises the management and
investment program of HVA Money Market Fund, Inc. and Hartford Bond Fund,
Inc. pursuant to an Investment Advisory Agreement entered into with these
Portfolios for which HIMCO receives a fee. HIMCO also supervises the
investment programs of Hartford Capital Appreciation Fund, Inc. pursuant to
an Investment Management Agreement for which HIMCO receives a fee. In
addition, with respect to Hartford Capital Appreciation Fund, Inc.,
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HIMCO has a Sub-Investment Advisory Agreement with Wellington Management
Company ("Wellington") to provide an investment program to HIMCO for
utilization by HIMCO in rendering services to these Portfolios. Wellington
is a professional investment counseling firm which provides investment
services to investment companies (including other HL-sponsored funds), other
institutions and individuals. Wellington is organized as a private
Massachusetts partnership and its predecessor organizations have provided
investment advisory services to investment companies since 1933 and to
investment counseling clients since 1960.
The investment adviser for the Neuberger & Berman Advisers Management Trust
is Neuberger & Berman Management Incorporated, 605 Third Avenue, 2nd Floor,
New York, New York. Neuberger & Berman Management Incorporated, with the
assistance of Neuberger & Berman, L.P. as sub-adviser, selects investments
for the Partners Portfolio, Balanced Portfolio and Limited Maturity Bond
Portfolio.
The investment manager for the High Income Portfolio of Fidelity Variable
Insurance Products Fund and the Asset Manager Portfolio of Fidelity Variable
Insurance Products Fund II is Fidelity Management & Research Company ("FMR").
FMR, a registered investment adviser under the Investment Advisers Act of
1940, is one of America's largest investment management organizations and has
its principal business address at 82 Devonshire Street, Boston MA. It is
composed of a number of different companies, which provide a variety of
financial services and products. FMR is the original Fidelity company,
founded in 1946. It provides a number of mutual funds and other clients with
investment research and portfolio management services.
Directed Services, Inc. ("DSI") serves as the manager to the GCG Trust and
investment adviser for the Emerging Markets Series pursuant to a Management
Agreement with the Trust. DSI is a New York corporation that is a wholly
owned subsidiary of BT Variable, Inc., which in turn, is an indirect
subsidiary of Bankers Trust Company. DSI is registered with the SEC as an
investment adviser and a broker-dealer.
Fred Alger Management, Inc. ("Alger Management"), 75 Maiden Lane, New York,
New York 10038, serves as investment manager to the Alger American Small
Capitalization Portfolio and the Alger American Growth Portfolio. Alger
Management is a wholly owned subsidiary of Alger Inc., which is a wholly
owned subsidiary of Alger Associates, Inc., a financial services holding
company.
See the accompanying prospectuses for the Portfolios for a more complete
description of the investment advisers and any sub-adviser and their
respective fees.
OTHER INFORMATION ABOUT THE PORTFOLIOS
All of the Portfolios are registered as diversified open-end management
companies under the Investment Company Act of 1940. Each Portfolio
continually issues an unlimited number of full
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and fractional shares of beneficial interest in the Portfolio. Such shares
are offered to separate accounts, including the Separate Account, established
by HL or one of its affiliated companies specifically to fund the
Certificates and other contracts issued by HL or its affiliates as permitted
by the Investment Company Act of 1940.
The Portfolios are available only to serve as the underlying investment for
variable annuity and variable life policies and certificates. A full
description of the Portfolios, their investment objectives, policies and
restrictions, risks, charges and expenses and other aspects of their
operation is contained in the accompanying Portfolio Prospectuses which
should be read in conjunction with this Prospectus before investing, and in
the Portfolio Statements of Additional Information which may be ordered
without charge from the Portfolios.
It is conceivable that in the future it may be disadvantageous for variable
annuity separate accounts and variable life insurance separate accounts to
invest in the Portfolios simultaneously. Although HL and the Portfolios do
not currently foresee any such disadvantages either to variable annuity
contract and certificate owners or to variable life insurance policyowners,
the Portfolio's Board of Trustees would monitor events in order to identify
any material conflicts between such Certificate Owners and policyowners and
to determine what action, if any, should be taken in response thereto. If
the Board of Trustees of the Portfolio were to conclude that separate
Portfolios should be established for variable life and variable annuity
separate accounts, the variable annuity policy and certificate owners would
not bear any expenses attendant upon establishment of such separate funds.
All investment income of and other distributions to each Division of the
Separate Account arising from the applicable Portfolio are reinvested in
shares of that Portfolio at net asset value. The income and both realized
gains or losses on the assets of each Division of the Separate Account are
therefore separate and are credited to or charged against the Division
without regard to income, gains or losses from any other Division or from any
other business of HL. HL will purchase shares in the Portfolios in
connection with premiums allocated to the applicable Division in accordance
with Certificate Owners directions and will redeem shares in the Portfolios
to meet Certificate obligations or make adjustments in reserves, if any. The
Portfolios are required to redeem Portfolio shares at net asset value and to
make payment within seven days.
HL reserves the right, subject to compliance with the law as then in effect,
to make additions to, deletions from, or substitutions for the Separate
Account and its Divisions which fund the Certificates. If shares of any of
the Portfolios should no longer be available for investment, or if, in the
judgment of HL's management, further investment in shares of any Portfolio
should become inappropriate in view of the purposes of the Certificates, HL
may substitute shares of another Portfolio for shares already purchased, or
to be purchased in the future, under the Certificates. No substitution of
securities will take place without notice to and consent of
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Certificate Owners and without prior approval of the Securities and Exchange
Commission to the extent required by the Investment Company Act of 1940.
Subject to Certificate Owner approval, HL also reserves the right to end the
registration under the Investment Company Act of 1940 of the Separate Account
or any other separate accounts of which it is the depositor which may fund
the Certificates.
Each Portfolio is subject to investment restrictions which may not be changed
without the approval of a majority of the shareholders of the Portfolio. See
the accompanying prospectuses for the Portfolios.
OPERATION OF THE CERTIFICATE
PREMIUM PAYMENTS
The balance of each initial Premium Payment remaining after the deduction of
the sales load, any applicable Premium Tax and the federal tax charge, is
credited to your Certificate within two business days of receipt of a
properly completed enrollment form or an order to purchase a Certificate and
the initial Premium Payment by HL at its Customer Service Center. It will be
credited to the Division(s) in accordance with your election. If the
enrollment form is incomplete when received, the initial Purchase Payment
will be returned within five business days, unless you consent to HL's
retention of the Purchase Payment until the enrollment form is made complete.
Subsequent Premium Payments are priced on the Valuation Day received by HL in
its Customer Service Center or other designated administrative office.
The number of Accumulation Units in each Division to be credited to a
Certificate will be determined by dividing the portion of the Premium Payment
being credited to each Division by the value of an Accumulation Unit in that
Division on that date.
The minimum initial Premium Payment is $1,000. Subsequent Premium Payments,
if made, must be a minimum of $1,000 or the minimum amount then in effect.
Certain plans may make smaller initial and subsequent periodic payments.
Each Premium Payment may be split among the various Divisions subject to
minimum amounts then in effect.
REFUND RIGHTS
If you are not satisfied with your purchase you may surrender the Certificate
by returning it within ten days after you receive it (or within such period
as required in your state). A written request for cancellation must
accompany the Certificate. In such event, HL will pay you an
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amount equal to the Investment Value on the date of receipt of the request
for cancellation, plus any charges taken. You bear the investment risk
during the period prior to HL's receipt of request for cancellation. In
certain states, HL must return to the applicant the greater of the Premium
Payments made or the sum of (1) the Investment Value on the date the returned
Certificate is received by HL or its agent and (2) any deductions under
Certificate or by the Portfolios for taxes, charges or fees. In these
states, the initial Premium Payments are allocated to the HVA Money Market
Fund, Inc. during the refund right period.
VALUE OF ACCUMULATION UNITS
The Accumulation Unit value for each Division will vary to reflect the
investment experience of the applicable Portfolio and will be determined on
each Valuation Day by multiplying the Accumulation Unit value of the
particular Division on the preceding Valuation Day by an "Experience Factor"
for that Division for the Valuation Period then ended. The Experience Factor
for each of the 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 dividends or capital gains distributed by that Portfolio
during the current Valuation Period), divided by the net asset value per
share of the corresponding Portfolio at the beginning of the Valuation
Period. You should refer to the Portfolio Prospectuses which accompanies
this Prospectus for a description of how the assets of each Portfolio are
valued since each determination has a direct bearing on the Accumulation Unit
value of the Division and therefore the Investment Value. The Accumulation
Unit value is affected by the performance of the underlying Portfolio(s),
expenses and deduction of the charges described in this Prospectus.
The shares of the Portfolio are valued at net asset value on each Valuation
Day. A description of the valuation methods used in valuing Portfolio shares
may be found in the accompanying Prospectuses of the Portfolios.
INVESTMENT VALUE
The Investment Value under your Certificate at any time prior to the
commencement of annuity payments can be determined by multiplying the total
number of Accumulation Units credited to your Certificate in each Division by
the then current Accumulation Unit values for the applicable Division. You
will be advised at least annually of the number of Accumulation Units
credited to each Division, the current Accumulation Unit values, and the
Investment Value.
REALLOCATIONS AMONG DIVISIONS
You may reallocation the values of your Division allocations from one or more
Divisions to another free of charge. Prior to the Annuity Commencement Date,
the number of reallocations permitted in a Certificate Year is twelve. HL
may permit the Certificate Owner to preauthorize reallocations between the
Divisions under certain circumstances. Reallocations by telephone
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may be made by the Certificate Owner or by the agent of record or the
attorney-in-fact pursuant to a power of attorney by calling (800) 861-1408.
Telephone reallocations may not be permitted by some states for their residents
who purchase variable annuities. The policy of HL and its agents and affiliates
is that they will not be responsible for losses resulting from acting upon
telephone requests reasonably believed to be genuine. HL will employ reasonable
procedures to confirm that instructions communicated by telephone are genuine;
otherwise, HL may be liable for any losses due to unauthorized or fraudulent
instructions. The procedures HL follows for transactions initiated by
telephone include requirements that callers on behalf of a Certificate Owner
identify themselves and the Certificate Owner by name and social security
number. All transfer instructions by telephone are tape recorded.
The right to reallocate Investment Value between the Divisions is subject to
modification if HL determines, in its sole discretion, that the exercise of
that right by one or more Certificate Owners is, or would be, to the
disadvantage of other Certificate Owners. Any modification could be applied
to reallocations to or from some or all of the Divisions and could include,
but not be limited to, the requirement of a minimum time period between each
reallocation, not accepting reallocation requests of an agent acting under a
power of attorney on behalf of more than one Certificate Owner, or limiting
the dollar amount that may be reallocated between the Divisions by a
Certificate Owner at any one time. Such restrictions may be applied in any
manner reasonably designed to prevent any use of the reallocation right which
is considered by HL to be to the disadvantage of other Certificate Owners.
The minimum reallocation to any Division is $500. No minimum balance is
presently required in any Division following reallocation.
Reallocations between the Divisions may be made after annuity payments
commence, but are limited to once a quarter and may not be made to or from
the General Account.
SURRENDER OF A CERTIFICATE/PARTIAL WITHDRAWALS
At any time prior to the Annuity Commencement Date, you have the right,
subject to the limitations set forth below, to surrender the Certificate or
to make partial withdrawals. Surrenders and partial withdrawals are not
permitted after annuity payments commence except that a full surrender is
allowed when payments for a designated period (Option 4) are selected as the
annuity option.
FULL SURRENDERS. At any time prior to the Annuity Commencement Date (and
after the Annuity Commencement Date with respect to values applied to Option
4), the Certificate Owner has the right to terminate the Certificate. In
such event, the Surrender Value of the Certificate may be taken in the form
of a lump sum cash settlement. The Surrender Value of the Certificate is
equal to the Investment Value less any Premium Taxes not previously deducted
and any due and unpaid charges. The Surrender Value may be more or less than
the amount of the Premium Payments made to a Certificate.
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PARTIAL WITHDRAWALS. The Certificate Owner may make partial withdrawals of
Investment Value prior to the Annuity Commencement Date. The number of
partial withdrawals in any Certificate Year is limited to 12. The minimum
amount withdrawn must be at least equal to the minimum amount rules then in
effect. The maximum partial withdrawal is equal to the Investment Value less
$1,000. Additionally, if the remaining Investment Value following a
surrender is less than $1,000 or HL's minimum amount rules then in effect, HL
may terminate the Certificate and pay the Surrender Value.
Certain plans may have different withdrawal privileges. HL may permit the
Certificate Owner to preauthorize partial withdrawals subject to certain
limitations then in effect.
ANY SUCH FULL OR PARTIAL WITHDRAWAL DESCRIBED ABOVE MAY RESULT IN ADVERSE TAX
CONSEQUENCES TO THE CERTIFICATE OWNER. THE CERTIFICATE OWNER, THEREFORE,
SHOULD CONSULT WITH HIS TAX ADVISER BEFORE UNDERTAKING ANY SUCH SURRENDER.
(SEE "FEDERAL TAX CONSIDERATIONS" COMMENCING ON PAGE 30.)
Payment on any request for a full or partial withdrawal from the Divisions
will be made as soon as possible and in any event no later than seven days
after the written request is received by HL at its Customer Service Center.
In requesting a partial withdrawal you should specify the Division(s) from
which the partial withdrawal is to be taken. Otherwise, such withdrawal will
be effected on a pro rata basis according to the value in each Division under
a Certificate. For federal tax purposes, any partial withdrawal will be
deemed to be first from earnings, to the extent that they exist, and then
from Premium Payments.
DEATH BENEFIT
The Certificates provide that in the event the Annuitant dies before the
Annuity Commencement Date, the Contingent Annuitant will become the
Annuitant. If the Annuitant dies before the Annuity Commencement Date and
there is no designated Contingent Annuitant, or the Contingent Annuitant
predeceases the Annuitant, or if the Certificate Owner dies before the
Annuity Commencement Date, the Beneficiary will receive the Death Benefit.
If the Certificate Owner is a non-natural person, however, a Death Benefit
will be payable in the event the Annuitant dies prior to the Annuity
Commencement Date.
If the death of the Annuitant or Certificate Owner occurred prior to the
Annuitant or Certificate Owner attaining age 85, the Death Benefit will be
the greater of:
(a) The Investment Value as determined on the date of receipt of
due proof of death acceptable to HL and received in its
Customer Service Center, or
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(b) 100% of all Premium Payments made by the Certificate Owner
under the Certificate, reduced by the amount of any partial
withdrawals since the Certificate Date.
If the Annuitant or Certificate Owner had attained age 85 prior to death, the
Death Benefit will be equal to the Investment Value.
PAYMENT OF DEATH BENEFIT - The Death Benefit may be taken in one sum or
under any of the settlement options then being offered by HL, provided,
however, that: (a) in the event of the death of any Certificate Owner prior
to the Annuity Commencement Date, the entire interest in the Certificate will
be distributed within 5 years after the death of the Certificate Owner and
(b) in the event of the death of any Certificate Owner or Annuitant which
occurs on or after the Annuity Commencement Date, any remaining interest in
the Certificate will be paid at least as rapidly as under the method of
distribution in effect at the time of death, except that, if the benefit is
payable over a period not extending beyond the life expectancy of the
Beneficiary or over the life of the Beneficiary, such distribution must
commence within one year of the date of death. Notwithstanding the foregoing,
in the event of the Certificate Owner's death where the sole Beneficiary is
the spouse of the Certificate Owner and the Annuitant or Contingent Annuitant
is living, such spouse may elect, in lieu of receiving the Death Benefit, to
be treated as the Certificate Owner. Only one such spousal election is
permitted with respect to any Certificate.
Notwithstanding any provisions to the contrary, if the Certificate is owned
by a corporation or other non-individual, a Death Benefit will be paid upon
the death of the Annuitant prior to the Annuity Commencement Date. Such
benefit will be payable only as one sum or under the same settlement options
and in the same manner as if an individual Certificate Owner died on the date
of the Annuitant's death.
When payment is taken in one sum, payment will be made within 7 days after
the date Due Proof of Death is received, except that there may be a
postponement in the payment of Death Benefits whenever (a) the New York Stock
Exchange is closed, except for holidays or weekends, or trading on the New
York Stock Exchange is restricted as determined by the Securities and
Exchange Commission; (b) the Securities and Exchange Commission permits
postponement and so orders; or (c) the Securities and Exchange Commission
determines that an emergency exists making valuation of the amounts or
disposal of securities not reasonably practicable. In the event such
postponement occurs, the Death Benefit will be paid no later than 5 years
after the date of death.
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CHARGES UNDER THE CERTIFICATE
Certain of the charges and deductions described below may be reduced for
Certificates issued in connection with a specific plan in accordance with
HL's rules in effect as of the date an enrollment form for a Certificate is
approved. To qualify for such a reduction, a plan must satisfy certain
criteria as to, for example, 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
Certificate vary based on such factors as the size of the plan, the purposes
for which Certificates are purchased and certain characteristics for the
plan's members. The amount of reduction and the criteria for qualification
will reflect in the reduced sales effort and administrative costs resulting
from, and the different mortality experience expected as a result of, sales
to qualifying plans. HL 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 Certificate Owners funded by the Separate Account.
SALES EXPENSES
A sales load of not more than 4.6% of Premium Payments, depending on the plan
to which the Certificate was issued, will be deducted for expenses related to
the sales and distribution of the Certificate.
MORTALITY AND EXPENSE RISK CHARGE
Although variable annuity payments made under the Certificates will vary in
accordance with the investment performance of the underlying Portfolio shares
held in the Division(s), the payments will not be affected by (a) HL's actual
mortality experience among Annuitants before or after the Annuity
Commencement Date or (b) HL's actual expenses, if greater than the deductions
provided for in the Certificates because of the expense and mortality
undertakings by HL.
For assuming these risks under the Certificates, HL will make a daily charge
at the rate of 0.65% per annum against all Investment Value held in the
Divisions during the life of the Certificate, including the payout period
(estimated at up to 45% for mortality and up to 20% for expense).
The mortality undertaking provided by HL under the Certificates, assuming the
selection of one of the forms of life Annuities, is to make monthly annuity
payments (determined in accordance with the 1983a Individual Annuity
Mortality Table and other provisions contained in the Certificate) to
Annuitants regardless of how long an Annuitant may live, and regardless of
how long all Annuitants as a group may live. HL also assumes the liability
for payment of the Death Benefit under the Certificate.
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The mortality undertakings are based on HL's determination of expected
mortality rates among all Annuitants. If actual experience among Annuitants
during the annuity payment period deviates from HL's actuarial determination
of expected mortality rates among Annuitants because, as a group, their
longevity is longer than anticipated, HL must provide amounts from its
general Portfolios to fulfill its Certificate obligations. In that event, a
loss will fall on HL. Also, in the event of the death of an Annuitant or
Certificate Owner prior to the commencement of annuity payments HL can, in
periods of declining value, experience a loss resulting from the assumption
of the mortality risk relative to the Death Benefit.
In providing an expense undertaking, HL assumes the risk that the sales loads
and the administrative expense charges for maintaining the Certificates prior
to the Annuity Commencement Date may be insufficient to cover the actual cost
of providing such items.
ADMINISTRATIVE EXPENSE CHARGE
HL will deduct certain fees from Investment Value to reimburse it for
expenses relating to the administration and maintenance of the Certificate
and for administration of the Separate Account. The Certificate provides for
an administrative expense charge of $2.50 to be deducted from Investment
Value on the Certificate Date and monthly on the same calendar day as the
Certificate Date, or on the last day of any month which has no such calendar
day. The deduction will be made pro rata according to the value in each
Division under a Certificate. There is not necessarily a relationship between
the amount of administrative charge imposed on a given Certificate and the
amount of expenses that may be attributable to that Certificate; expenses may
be more or less than the charge.
The types of expenses incurred by the Separate Account include, but are not
limited to, expenses of issuing the Certificate and expenses for
confirmations, Certificate quarterly statements, processing of reallocations
and surrenders, responding to Certificate Owner inquiries, reconciling and
depositing cash receipts, calculation and monitoring daily Division unit
values, Separate Account reporting, including semiannual and annual reports
and mailing and tabulation of shareholder proxy solicitations.
You should refer to the Portfolio Prospectuses for a description of
deductions and expenses paid out of the assets of the Portfolios.
PREMIUM TAX CHARGE
A deduction is also made for Premium Tax, if applicable, imposed by a state
or other governmental entity. Certain states and municipalities impose a
Premium Tax. Some states assess the tax at the time purchase payments are
made; others assess the tax at the time of annuitization. HL will pay
Premium Taxes to the applicable governmental entity at the time imposed under
applicable law and will deduct Premium Taxes at such time.
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FEDERAL TAX CHARGE
We deduct a current charge of 0.43% of each Premium Payment for the federal
tax cost resulting from Section 848 of the Code. This charge may be
increased or decreased to reflect changes in federal tax laws. The federal
tax charge is a factor HL must use when computing the maximum sales load
chargeable under Commission rules.
ANNUITY BENEFITS
You select an Annuity Commencement Date and an annuity option which may be on
a fixed or variable basis, or a combination thereof. The Annuity
Commencement Date will not be deferred beyond the Annuitant's 90th birthday
except for certain states where deferral past age 85 is not permitted. The
Annuity Commencement Date may be changed from time to time, but any change
must be at least 30 days prior to the date on which annuity payments are
scheduled to begin. The Certificate allows the Certificate Owner to change
the Divisions on which variable payments are based after payments have
commenced once every quarter. Any fixed annuity allocation may not be
changed, nor may a variable allocation be reallocated to the General Account.
ANNUITY OPTIONS
The Certificate contains the four optional annuity forms described below. If
you do not elect otherwise, payments in most states will automatically begin
at the Annuitant's age 90 (with the exception of states that do not allow
deferral past age 85) under Option 3 (Joint Last Survivor Annuity).
Under any of the annuity options excluding Options 4 and 5, no surrenders are
permitted after annuity payments commence. Only full surrenders are allowed
out of Option 4.
Option 1: Life Annuity
A life annuity is an annuity payable monthly during the lifetime of the
Annuitant and terminating with the last payment preceding the death of the
Annuitant. This option offers the largest payment amount of any of the life
annuity options since there is no guarantee of a minimum number of payments
nor a provision for a Death Benefit payable to a Beneficiary.
It would be possible under this option for an Annuitant to receive only one
annuity payment if he died prior to the due date of the second annuity
payment, two if he died before the date of the third annuity payment, etc.
Option 2: Life annuity with 120, 180 or 240 Monthly Payments Certain
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This annuity option is an annuity payable monthly during the lifetime of an
Annuitant with the provision that payments will be made for a minimum of 120,
180 or 240 months, as elected. If, at the death of the Annuitant, payments
have been made for less than the minimum elected number of months, then the
present value as of the date of the Annuitant's death, of any remaining
guaranteed payments will be paid in one sum to the Beneficiary or
Beneficiaries designated unless other provisions have been made and approved
by HL.
Option 3: Joint and Last Survivor Annuity
An annuity payable monthly during the joint lifetime of the Annuitant and a
designated second person, and thereafter during the remaining lifetime of the
survivor, ceasing with the last payment prior to the death of the survivor.
Based on the options currently offered by HL, the Annuitant may elect that
the payment to the survivor be less than the payment made during the joint
lifetime of the Annuitant and a designated second person.
It would be possible under this option for an Annuitant and designated second
person to receive only one payment in the event of the common or simultaneous
death of the parties prior to the due date for the second payment and so on.
Option 4: Payments for a Designated Period
An amount payable monthly for the number of years selected which may be from
5 to 30 years. Under this option, you may, at any time, surrender the
Certificate and receive, within seven days, the Surrender Value of the
Certificate as determined by HL.
In the event of the Annuitant's death prior to the end of the designated
period, the present value as of the date of the Annuitant's death, of any
remaining guaranteed payments will be paid in one sum to the Beneficiary or
Beneficiaries designated unless other provisions have been made and approved
by HL.
Option 4 is an option that does not involve life contingencies and thus no
mortality guarantee. Charges made for the mortality undertaking under the
Certificates thus provide no real benefit to a Certificate Owner.
HL may offer other annuity options from time to time.
THE ANNUITY UNIT AND VALUATION
The value of the Annuity Unit for each Division in the Separate Account for
any day is determined by multiplying the value for the preceding day by the
product of (1) the Experience Factor (See "Value of Accumulation Units,"
commencing on page 21) for the day for which the Annuity Unit value is being
calculated and (2) a factor to neutralize the assumed investment rate of
5.00% per annum discussed below.
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DETERMINATION OF PAYMENT AMOUNT
When annuity payments are to commence, the Investment Value is determined as
the product of the value of the Accumulation Unit of each Division on that
same day, and the number of Accumulation Units credited to each Division as
of the date the annuity is to commence.
The Certificate contains tables indicating the minimum dollar amount of the
first monthly payment under the optional forms of annuity for each $1,000 of
value of a Division under a Certificate. The first monthly payment varies
according to the form and type of annuity selected. The Certificate contains
annuity tables derived from the 1983a Individual Annuity Mortality Table with
ages set back one year and with an assumed investment rate ("A.I.R.") of 3%
per annum for the fixed annuity and 5% per annum for the variable annuity.
The total first monthly variable annuity payment is determined by multiplying
the value (expressed in thousands of dollars) of a Division (less any
applicable Premium Taxes) by the amount of the first monthly payment per
$1,000 of value obtained from the tables in the Certificates.
Fixed annuity payments are determined at annuitization by multiplying the
values allocated (less applicable Premium Taxes) by a rate to be determined
by HL which is no less than the rate specified in the annuity tables in the
Certificate. The annuity payment will remain level for the duration of the
annuity.
The amount of the first monthly variable annuity payment, determined as
described above, is divided by the value of an Annuity Unit for the
appropriate Division no earlier than the close of business on the fifth
Valuation Day preceding the day on which the payment is due in order to
determine the number of Annuity Units represented by the first payment. This
number of Annuity Units remains fixed during the annuity payment period, and
in each subsequent month the dollar amount of the variable annuity payment is
determined by multiplying this fixed number of Annuity Units by the then
current Annuity Unit value.
THE A.I.R. ASSUMED IN THE MORTALITY TABLES WOULD PRODUCE LEVEL VARIABLE
ANNUITY PAYMENTS IF THE INVESTMENT RATE REMAINED CONSTANT. IN FACT, PAYMENTS
WILL VARY UP OR DOWN AS THE INVESTMENT RATE VARIES UP OR DOWN FROM THE A.I.R.
The Annuity Unit value used in calculating the amount of the variable annuity
payments will be based on an Annuity Unit value determined as of the close of
business on a day no earlier than the fifth Valuation Day preceding the date
of the annuity payment.
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FEDERAL TAX CONSIDERATIONS
A. GENERAL
SINCE THE TAX LAW IS COMPLEX AND SINCE TAX CONSEQUENCES WILL VARY
ACCORDING TO THE ACTUAL STATUS OF THE CONTRACT OWNER OR CERTIFICATE
OWNER INVOLVED AND THE TYPE OF PLAN UNDER WHICH THE CONTRACT IS PURCHASED,
LEGAL AND TAX ADVICE MAY BE NEEDED BY A PERSON, TRUSTEE OR OTHER ENTITY
CONTEMPLATING THE PURCHASE OF A CONTRACT OR CERTIFICATE DESCRIBED HEREIN.
It should be understood that any detailed description of the federal
income tax consequences regarding the purchase of these Contracts or
Certificates cannot be made in this prospectus and that special tax
rules may be applicable with respect to certain purchase situations not
discussed herein. In addition, no attempt is made here to consider any
applicable state or other tax laws. The taxation of HL, the Separate
Account and the Certificates and the benefits thereunder are generally
discussed here. The tax rules applicable to nonqualified deferred
compensation and supplemental executive retirement plans and the rights
of the participants under such plans are not specifically addressed herein.
For detailed information, a qualified tax adviser should always be
consulted. The discussion here is based on HL's understanding of
current federal income tax laws as they are currently interpreted.
B. TAXATION OF HL AND THE SEPARATE ACCOUNT
The Separate Account is taxed as part of HL which is taxed as a life
insurance company in accordance with the Internal Revenue Code (the
"Code"). Accordingly, the Separate Account will not be taxed as a
"regulated investment company" under subchapter M of Chapter 1 of the Code.
Investment income and any realized capital gains on the assets of the
Separate Account are reinvested and are taken into account in
determining the value of the Accumulation and Annuity Units. (See "Value
of Accumulation Units" commencing on page 21.) As a result, such
investment income and realized capital gains are automatically applied
to increase reserves under the Certificate.
No taxes are due on interest, dividends and short-term or long-term
capital gains earned by the Separate Account with respect to Qualified
or Non-Qualified Contracts.
C. TAXATION OF ANNUITIES -- GENERAL PROVISIONS AFFECTING PURCHASERS OTHER
THAN QUALIFIED PLANS
Section 72 of the Internal Revenue Code governs the taxation of
annuities in general.
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1. NON-NATURAL PERSONS, CORPORATIONS, ETC. Section 72 contains provisions
for Certificate Owners which are non-natural persons. Non-natural
persons include corporations, trusts, and partnerships. The annual net
increase in the value of the Certificate is currently includable in the
gross income of a non-natural person unless the non-natural person holds the
Certificate as an agent for a natural person. There is an exception from
current income inclusion for certain annuities held by structured settlement
companies, certain annuities held by an employer with respect to a
terminated Qualified Plan, and certain immediate annuities. A
non-natural person which is a tax-exempt entity for Federal tax purposes
will not be subject to income tax as a result of this provision.
An affiliate of HL has requested a ruling from the Internal Revenue
Service that a trust, established for the payment of executive
compensation benefits to certain employee participants and which
purchases Certificates of that purpose, holds such Certificates as an agent
for a natural person and, therefore, income on the Certificates will not
be currently taxed to either the employee participant or to the trust.
HL can offer no assurance that the Service will rule favorably on this
issue. Furthermore, even if the Service rules favorably, the ruling will
not apply to annuity purchasers other than the annuity purchaser which is
the subject of the ruling request.
If the Certificate Owner is not an individual, the primary Annuitant
shall be treated as the Certificate Owner for purposes of making
distributions which are required to be made upon the death of the
Certificate Owner. If there is a change in the primary Annuitant, such
change shall be treated as the death of the Certificate Owner.
2. OTHER CERTIFICATE OWNERS (NATURAL PERSONS). A Certificate Owner is not
taxed on increases in the value of the Certificate until an amount is
received or deemed received, e.g., in the form of a lump sum payment
(full or partial value of a Certificate) or as annuity payments under the
settlement option elected.
The provisions of Section 72 of the Code concerning distributions are
summarized briefly below. Also summarized are special rules affecting
distributions from Certificates obtained in a tax-free exchange for other
annuity contracts or life insurance contracts which were purchased prior to
August 14, 1982.
a. DISTRIBUTIONS PRIOR TO THE ANNUITY COMMENCEMENT DATE.
i. Total premium payments less prior withdrawals which were not
includable in gross income equal the "investment in the contract"
under Section 72 of the Code.
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ii. When the value of the Certificate (ignoring any surrender
charges) exceeds the "investment in the contract," any amount
surrendered which is less than or equal to the difference
between such value of the Certificate and the "investment in the
contract" will be included in gross income.
iii. When such value of the Certificate is less than or equal to the
"investment in the contract," any amount surrendered which is less
than or equal to the "investment in the contract" shall be treated
as a return of "investment in the contract" and will not be
included in gross income.
iv. The receipt of any amount as a loan under the Certificate or the
assignment or pledge of any portion of the value of the Certificate
shall be treated as an amount surrendered which will be covered by
the provisions in subparagraph ii. or iii. above.
v. In general, the transfer of the Certificate, without full and
adequate consideration, will be treated as an amount surrendered
which will be covered by the provisions in subparagraph ii. or iii.
above. This transfer rule does not apply, however, to certain
transfers of property between spouses or incident to divorce.
b. DISTRIBUTIONS AFTER ANNUITY COMMENCEMENT DATE. Annuity payments made
after the Annuity Commencement Date are includable in gross income to
the extent the payments exceed the amount determined by the application
of the ratio of the "investment in the contract" to the total amount of
the payments to be made after the Annuity Commencement Date (the
"exclusion ratio").
i. When the total of amounts excluded from income by application of
the exclusion ratio is equal to the investment in the contract as
of the Annuity Commencement Date, any additional payments
(including surrenders) will be entirely includable in gross income.
ii. If the annuity payments cease by reason of the death of the
Annuitant and, as of the date of death, the amount of annuity
payments excluded from gross income by the exclusion ratio does
not exceed the investment in the contract as of the Annuity
Commencement Date, then the remaining portion of unrecovered
investment shall be allowed as a deduction for the last taxable
year of the Annuitant.
iii. Certain distributions, such as surrenders made after the Annuity
Commencement Date, are not treated as annuity payments, and shall
be included in gross income.
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c. AGGREGATION OF TWO OR MORE ANNUITY CONTRACTS.
Annuity contracts, such as the Certificate, issued after October 21,
1988 by the same insurer (or affiliated insurer) to the same Certificate
Owner within the same calendar year (other than certain contracts held
in connection with a tax-qualified retirement arrangement) will be
treated as one annuity contract for the purpose of determining the
taxation of distributions prior to the Annuity Commencement Date. An
annuity contract received in a tax-free exchange for another annuity
contract or life insurance contract may be treated as a new contract for
this purpose. HL believes that for any annuity subject to such
aggregation, the values under the Certificates and the investment in the
contracts will be added together to determine the taxation of amounts
received or deemed received prior to the Annuity Commencement Date.
Withdrawals will first be treated as withdrawals of income until all of
the income from all such contracts is withdrawn. As of the date of this
Prospectus, there are no regulations interpreting this provision.
d. PENALTY -- APPLICABLE TO CERTAIN WITHDRAWALS AND ANNUITY PAYMENTS.
i. If any amount is received or deemed received on the Certificate
(before or after the Annuity Commencement Date), the Code applies
a penalty tax equal to ten percent of the portion of the amount
includable in gross income, unless an exception applies.
ii. The penalty will not apply to the following distributions
(exceptions vary based upon the precise plan involved):
1. Distributions made on or after the date the recipient has
attained the age of 59 1/2.
2. Distributions made on or after the death of the Certificate
Owner or where the Certificate Owner is not an individual, the
death of the primary Annuitant.
3. Distributions attributable to a recipient's becoming disabled.
4. A distribution that is part of a scheduled series of
substantially equal periodic payments for the life (or life
expectancy) of the recipient (or the joint lives or life
expectancies of the recipient and the recipient's
Beneficiary).
5. Distributions of amounts which are allocable to "investments
in the contract" made prior to August 14, 1982.
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e. SPECIAL PROVISIONS AFFECTING CERTIFICATES OBTAINED THROUGH A TAX-FREE
EXCHANGE OF OTHER ANNUITY OR LIFE INSURANCE CONTRACTS PURCHASED PRIOR
TO AUGUST 14, 1982.
If the Certificate was obtained by a tax-free exchange of a life
insurance or annuity contract purchased prior to August 14, 1982, then
any amount surrendered prior to the Annuity Commencement Date which
does not exceed the portion of the "investment in the contract"
(generally premiums paid into the prior contract, less amounts deemed
received) prior to August 14, 1982, shall not be included in gross
income. In all other respects, the general provisions apply to
distributions from such contracts.
f. REQUIRED DISTRIBUTIONS IN THE EVENT OF CERTIFICATE OWNER'S DEATH.
i. If any Certificate Owner dies before the Annuity Commencement
Date, the entire interest in the Certificate must be distributed
within five years of the date of death; however, a portion or all
of such interest may be payable to a designated Beneficiary over
the life of such Beneficiary or for a period not extending beyond
the life expectancy of such Beneficiary with payments starting
within one year of the date of death.
ii. If any Certificate Owner or Annuitant dies on or after the
Annuity Commencement Date and before the entire interest in the
Certificate has been distributed, any remaining portion of such
interest must be distributed at least as rapidly as under the
method of distribution in effect at the time of death.
iii. If a spouse is designated as a Beneficiary at the time of the
Certificate Owner's death and there is a surviving Annuitant or
Contingent Annuitant, then such spouse will be treated as the
Certificate Owner under subparagraph i. and ii. above.
iv. If the Certificate Owner is not an individual, the primary
Annuitant shall be treated as the Certificate Owner under
subparagraphs i. and ii. above. If there is a change in the
primary Annuitant, such change shall be treated as the death of
the Certificate Owner.
3. DIVERSIFICATION REQUIREMENTS.
Section 817 of the Code provides that a Certificate will not be treated
as an annuity for any period during which the investments made by the
Separate Account or underlying Portfolios are not adequately diversified
in accordance with regulations prescribed by the Treasury. If a Certificate
is not treated as an annuity, the Certificate Owner will be subject to
income tax on the annual increases in cash value. The Treasury has
issued
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diversification regulations which, among other things, require
that no more than 55% of the assets of a mutual fund underlying a
Certificate, be invested in any one investment. In determining whether
the diversification standards are met, each United States Government
Agency or instrumentality shall be treated as a separate issuer. If the
diversification standards are not met, non-pension Certificate Owners
will be subject to current tax on the increase in cash value in the
Certificate.
D. FEDERAL INCOME TAX WITHHOLDING
The portion of a distribution which is taxable income to the recipient
will be subject to federal income tax withholding, pursuant to Section
3405 of the Code. The application of this provision is summarized below:
1. Non-Periodic Distributions
The portion of a non-periodic distribution which constitutes taxable
income will be subject to federal income tax withholding unless the
recipient elects not to have taxes withheld. If an election not to have
taxes withheld is not provided, 10% of the taxable distribution will be
withheld as federal income tax. Election forms will be provided at the
time distributions are requested. If the necessary election forms are
not submitted to HL, HL will automatically withhold 10% of the taxable
distribution.
2. Periodic Distributions (distributions payable over a period greater
than one year) The portion of a periodic distribution which constitutes
taxable income will be subject to federal income tax withholding as if
the recipient were married claiming three exemptions. A recipient may
elect not to have income taxes withheld or have income taxes withheld
at a different rate by providing a completed election form. Election
forms will be provided at the time distributions are requested.
GENERAL MATTERS
ASSIGNMENT
Benefits under a Certificate described herein are assignable by the
Certificate Owner only if HL agrees. An assignment of a Certificate may
subject the assignment proceeds to income taxes and certain penalty taxes.
(See "Taxation of Annuities -- General Provisions Affecting Purchasers Other
than Qualified Plans," page 30.)
MODIFICATION
HL reserves the right to modify the Certificate, but only if such
modification (i) is necessary to make the Certificate or the Separate Account
comply with any law or regulation issued by a governmental agency to which HL
is subject; or (ii) is necessary to assure continued tax
<PAGE>
-36-
advantages for the Certificate under the Code or other federal or state laws;
or (iii) is necessary to reflect a change in the operation of the Separate
Account or the Division(s) or (iv) provides additional Separate Account
options or (v) withdraws Separate Account options. In the event of any such
modification, HL will provide notice to the Certificate Owner or to the
payee(s) during the annuity period. HL may also make appropriate endorsement
in the Certificate to reflect such modification.
MISSTATEMENT OF AGE
If the age of the Annuitant has been misstated, the amount of the annuity
payable by HL will be that provided by that portion of the amounts allocated
to effect such annuity on the basis of the corrected information without
changing the date of the first payment of such annuity. Any underpayments by
HL shall be made up immediately and any overpayments shall be charged against
future amounts becoming payable.
DELAY OF PAYMENTS
There may be postponement of a surrender payment or Death Benefit whenever
(a) the New York Stock Exchange is closed, except for holidays or weekends,
or trading on the New York Stock Exchange is restricted as determined by the
Commission; (b) the Commission permits postponement and so orders; or (c) the
Commission determines that an emergency exists making valuation or disposal
of securities not reasonably practicable.
VOTING RIGHTS
HL will notify you of any Portfolio shareholders' meeting if the shares held
for your account may be voted at such meetings. HL will also send proxy
materials and a form of instruction by means of which you can instruct HL
with respect to the voting of the Portfolio shares held for your account.
In connection with the voting of Portfolio shares held by it, HL will arrange
for the handling and tallying of voting instructions received from
Certificate Owners. HL as such, shall have no right, except as hereinafter
provided, to vote any Portfolio shares held by it hereunder which may be
registered in its name or the names of its nominees. HL will, however, vote
the Portfolio shares held by it in accordance with the instructions received
from the Certificate Owners for whose accounts the Portfolio shares are held.
If a Certificate Owner desires to attend any meeting at which shares held
for the Certificate Owner's benefit may be voted, the Certificate Owner may
request HL to furnish a proxy or otherwise arrange for the exercise of voting
rights with respect to the Portfolio shares held for such Certificate Owner's
account. In the event that the Certificate Owner gives no instructions or
leaves the manner of voting discretionary, HL will vote such shares of the
appropriate Portfolio in the same proportion as shares of that Portfolio for
which instructions have been received. During the annuity period under a
Certificate the number of votes will decrease as the assets held to fund
annuity benefits decrease.
<PAGE>
-37-
EXPERIENCE CREDIT
The Certificates issued under a corporate-sponsored plan may be eligible for
experience credits due to administrative savings. The amount of any
experience credit maybe paid in cash or applied to and used to increase
Investment Value.
DISTRIBUTION OF THE CERTIFICATES
The securities will be sold by insurance and variable annuity agents of HL
who are either registered representatives of Hartford Equity Sales Company,
Inc., a wholly-owned broker-dealer subsidiary of HL, or of independent
broker-dealers. These broker-dealers are registered with the Commission
under the Securities Exchange Act of 1934 as a broker-dealer and are members
of the National Association of Securities Dealers, Inc.
Commissions will be paid by HL and will not be more than 4.6% of Premium
Payments.
From time to time, HL may pay or permit other promotional incentives, in cash
or credit or other compensation.
CUSTODIAN OF SEPARATE ACCOUNT ASSETS
The assets of the Separate Account are held by HL under a safekeeping
arrangement.
LEGAL PROCEEDINGS
There are no legal proceedings to which the Separate Account is a party or to
which the assets of the Separate Account are subject. HL is engaged in
various matters of routine litigation which in its judgment are not of
material importance in relation to its total assets.
EXPERTS
The financial statements and schedules included in this prospectus and
elsewhere in the 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 accounting and auditing.
<PAGE>
-38-
ADDITIONAL INFORMATION
Inquiries will be answered by calling your representative or by writing:
ICMG
Attn: Group Annuity Operations
100 Campus Drive, Suite 250
Florham Park, NJ 07932.
Telephone: 800-861-1408
<PAGE>
-39-
TABLE OF CONTENTS
TO
STATEMENT OF ADDITIONAL INFORMATION
SECTION PAGE NO.
- - ------- --------
INTRODUCTION. . . . . . . . . . . . . . . . . . . . . . . . . . 3
DESCRIPTION OF HARTFORD LIFE INSURANCE COMPANY. . . . . . . . . 4
SAFEKEEPING OF ASSETS . . . . . . . . . . . . . . . . . . . . . 4
INDEPENDENT PUBLIC ACCOUNTANTS. . . . . . . . . . . . . . . . . 4
DISTRIBUTION OF CERTIFICATES. . . . . . . . . . . . . . . . . . 4
ANNUITY/PAYOUT PERIOD . . . . . . . . . . . . . . . . . . . . . 5
Annuity Payments . . . . . . . . . . . . . . . . . . . . . . 5
The Annuity Unit and Valuation . . . . . . . . . . . . . . . 5
Determination of Payment Amount. . . . . . . . . . . . . . . 6
CALCULATION OF YIELD AND RETURN . . . . . . . . . . . . . . . . 7
PERFORMANCE COMPARISONS. . . . . . . . . . . . . . . . . . . . . 8
FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . 11
<PAGE>
-40-
- - - - - - - - - - - - - - - - - -
To Obtain a Statement of Additional Information, please complete the form
below and mail to:
ICMG
Attn: Group Annuity Operations
100 Campus Drive, Suite 250
Florham Park, NJ 07932
Please send a Statement of Additional Information for ICMG Secular Trust
Separate Account to me at the following address:
- - -----------------------------
Name
- - -----------------------------
Street
- - -----------------------------
City/State Zip Code
- - - - - - - - - - - - - - - - - -
<PAGE>
PART B
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
Hartford Life Insurance Company -
ICMG SECULAR TRUST SEPARATE ACCOUNT
This Statement of Additional Information is not a Prospectus. The information
contained herein should be read in conjunction with the Prospectus.
To obtain a Prospectus, send a written request to ICMG, Attn: Group Annuity
Operations, 100 Campus Drive, Suite 250, Florham Park, NJ 07932.
Date of Prospectus:
Date of Statement of Additional Information:
Form HV- Printed in U.S.A.
<PAGE>
-2-
TABLE OF CONTENTS
SECTION PAGE NO.
- - ------- --------
INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
DESCRIPTION OF HARTFORD LIFE INSURANCE COMPANY . . . . . . . . . . . . . 4
SAFEKEEPING OF ASSETS. . . . . . . . . . . . . . . . . . . . . . . . . . 4
INDEPENDENT PUBLIC ACCOUNTANTS . . . . . . . . . . . . . . . . . . . . . 4
DISTRIBUTION OF CERTIFICATES . . . . . . . . . . . . . . . . . . . . . . 4
ANNUITY/PAYOUT PERIOD. . . . . . . . . . . . . . . . . . . . . . . . . . 5
Annuity Payments. . . . . . . . . . . . . . . . . . . . . . . . . . . 5
The Annuity Unit and Valuation. . . . . . . . . . . . . . . . . . . . 5
Determination of Payment Amount . . . . . . . . . . . . . . . . . . . 6
CALCULATION OF YIELD AND RETURN. . . . . . . . . . . . . . . . . . . . . 7
PERFORMANCE COMPARISONS. . . . . . . . . . . . . . . . . . . . . . . . . 8
FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . 11
<PAGE>
-3-
INTRODUCTION
The Group Flexible Premium Deferred Variable Annuity Individually Allocated
Certificates ("Certificates") described in the prospectus are offered to
employee-participants of nonqualified deferred compensation and supplemental
executive retirement plans.
The Premium Payments under a Certificate, less any applicable Premium Taxes and
federal taxes imposed under Section 848 of the Code, will be applied to the
Separate Account. Accordingly, the net Premium Payment under the Certificate
will be applied to purchase interests in one or more of the following twelve
Divisions: HVA Money Market Fund, Inc., Hartford Bond Fund, Inc. and Hartford
Capital Appreciation Fund, Inc., sponsored by HL; the Partners Portfolio,
Balanced Portfolio and Limited Maturity Bond Portfolio of Neuberger & Berman
Advisers Management Trust; the Equity-Income Portfolio and High Income Portfolio
of Fidelity Variable Insurance Products Fund; the Asset Manager Portfolio of
Fidelity Variable Insurance Products Fund II; the Quality Bond Portfolio and
Small Cap Portfolio of Dreyfus Variable Investment Fund; the Emerging Markets
Series of GCG Trust; and the Alger American Small Capitalization Portfolio and
Alger American Growth Portfolio of the Alger American Fund.
Shares of the Portfolios are purchased by the Separate Account without the
imposition of any additional sales charge. The value of a Certificate depends
on the value of the shares of the Portfolio held by the Separate Account
pursuant to that Certificate. As a result, the Certificate Owner bears the
investment risk since market value of the shares may increase or decrease.
The Certificates provide that in the event the Annuitant dies before the
selected Annuity Commencement Date, the Contingent Annuitant will become the
Annuitant. If the Annuitant dies before the Annuity Commencement Date and there
is no designated Contingent Annuitant, or the Contingent Annuitant predeceases
the Annuitant, or if the Certificate Owner dies before the Annuity Commencement
Date, the Beneficiary will receive the Certificate Value determined on the date
of receipt of due proof of death by HL in its Home Office. However, if, upon
death prior to the Annuity Commencement Date, the Annuitant or Certificate
Owner, as applicable, had not attained his 85th birthday, the Beneficiary will
receive the greater of (a) the Investment Value as determined on the date of
receipt of due proof of death acceptable to HL and received in its Customer
Service Center, or (b) 100% of the all Premium Payments made by the Certificate
Owner under the Certificate, reduced by the amount of any partial withdrawals
since the Certificate Date. If the Annuitant or Certificate Owner had attained
age 85 prior to death, the Death Benefit will be equal to the Investment Value.
<PAGE>
-4-
DESCRIPTION OF HARTFORD LIFE INSURANCE COMPANY
Hartford Life Insurance Company ("HL") was originally incorporated under the
laws of Massachusetts on June 5, 1902. It was subsequently redomiciled to
Connecticut. It is a stock life insurance company engaged in the business of
writing health and life insurance, both ordinary and group, in all states of the
United States and the District of Columbia. The offices of HL are located in
Simsbury, Connecticut; however, its mailing address is P.O. Box 2999, Hartford,
CT 06104-2999. HL is ultimately 100% owned by Hartford Fire Insurance Company,
one of the largest multiple lines insurance carriers in the United States.
Hartford Fire Insurance Company is a subsidiary of ITT Corporation.
HL has an A++ (Superior) rating from A.M. Best and Company, Inc. HL has an AA+
rating from Standard and Poor's and Duff and Phelps' highest rating of AAA based
on its claims-paying ability.
These ratings do not apply to the performance of the Separate Account. However,
the Certificate obligations under this Variable Annuity are the general
corporate obligations of HL. These ratings do apply to HL's ability to meet its
insurance obligations under the Certificate.
SAFEKEEPING OF ASSETS
The assets of the Separate Account are held by HL under a safekeeping
arrangement.
INDEPENDENT PUBLIC ACCOUNTANTS
The financial stataements and schedules included in this prospectus and
elsewhere in the registration statement have been audited by Arthur Andersen
LLP, independent public accounts, as indicated in their reports with respect
thereto, and are included herein in reliance upon the authority of said firm
as experts in accounting and auditing.
DISTRIBUTION OF CERTIFICATES
Hartford Equity Sales, Inc. ("HESCO") serves as Principal Underwriter for the
securities issued with respect to the Separate Account. HESCO is a wholly-owned
subsidiary of HL.
<PAGE>
-5-
The securities will be sold by insurance and Variable Annuity agents of HL who
are registered representatives of HESCO or independent Broker-Dealers. These
Broker-Dealers are registered with the Commission under the Securities Exchange
Act of 1934 as Broker-Dealers and are members of the National Association of
Securities Dealers, Inc.
The offering of the Separate Account Certificates is continuous.
ANNUITY/PAYOUT PERIOD
ANNUITY PAYMENTS
Variable Annuity payments are determined on the basis of (1) a mortality table
set forth in the Certificate and the type of Annuity payment option selected,
and (2) the investment performance of the investment medium selected. Fixed
Annuity payments are based on the Annuity tables contained in the Certificate,
and will remain level for the duration of the Annuity.
The amount of the Annuity payments will not be affected by adverse mortality
experience or by an increase in expenses in excess of the expense deduction for
which provision has been made (see "Mortality and Expense Risk Charge," page __
of the prospectus).
For a Variable Annuity, the Annuitant will be paid the value of a fixed number
of Annuity Units each month. The value of such units and the amounts of the
monthly Variable Annuity payments will, however, reflect investment income
occurring after retirement, and thus the Variable Annuity payments will vary
with the investment experience of the Portfolio shares selected.
THE ANNUITY UNIT AND VALUATION
The value of the Annuity Unit for each Division in the Separate Account for any
day is determined by multiplying the value for the preceding day by the product
of (1) the Experience Factor (see "Valuation of Accumulation Units," commencing
on page ___) for the day for which the Annuity Unit value is being calculated,
and (2) a factor to neutralize the assumed investment rate discussed below.
<TABLE>
<CAPTION>
Illustration of Calculation of Annuity Unit Value
-------------------------------------------------
<S> <C>
1. Net Investment Factor for period. . . . . . . . . . . 1.011225
2. Adjustment for 4% Assumed Investment Rate . . . . . . . .999892
<PAGE>
-6-
<CAPTION>
3. 2x1 . . . . . . . . . . . . . . . . . . . . . . . . . .1.011116
4. Annuity Unit value, beginning of period . . . . . . . . .995995
5. Annuity Unit value, end of period (3x4) . . . . . . . .1.007066
</TABLE>
DETERMINATION OF PAYMENT AMOUNT
When Annuity payments are to commence, the value of the Certificate is
determined as the product of the value of the Accumulation Unit of each Division
on that same day, and the number of Accumulation Units credited to each
Division as of the date the Annuity is to commence.
The Certificate contains tables indicating the minimum dollar amount of the
first monthly payment under the optional forms of Annuity for each $1,000 of
value of a Division under a Certificate. The first monthly payment varies
according to the form and type of Annuity selected. The Certificate contains
Annuity tables derived from the 1983(a) Individual Annuity Mortality Table with
ages set back one year with an assumed investment rate ("A.I.R.") of 3.00% per
annum for the Fixed Annuity and 5.00% per annum for the Variable Annuity.
The total first monthly Variable Annuity payment is determined by multiplying
the value (expressed in thousands of dollars) of a Division (less any applicable
Premium Taxes) by the amount of the first monthly payment per $1,000 of value
obtained from the tables in the Certificates.
Fixed Annuity payments are determined at annuitization by multiplying the values
allocated (less applicable Premium Taxes) by a rate to be determined by HL which
is no less than the rate specified in the Annuity tables in the Certificate.
The Annuity payment will remain level for the duration of the Annuity.
The amount of the first monthly Variable Annuity payment, determined as
described above, is divided by the value of an Annuity Unit for the appropriate
Division no earlier than the close of business on the fifth Valuation Day
preceding the day on which the payment is due in order to determine the number
of Annuity Units represented by the first payment. This number of Annuity Units
remains fixed during the Annuity Payment Period, and in each subsequent month
the dollar amount of the Variable Annuity payment is determined by multiplying
this fixed number of Annuity Units by the then current Annuity Unit value.
<PAGE>
-7-
THE A.I.R. ASSUMED IN THE MORTALITY TABLES WOULD PRODUCE LEVEL VARIABLE ANNUITY
PAYMENTS IF THE INVESTMENT RATE REMAINED CONSTANT. IN FACT, PAYMENTS WILL VARY
UP OR DOWN AS THE INVESTMENT RATE VARIES UP OR DOWN FROM THE A.I.R.
The Annuity Unit value used in calculating the amount of the Variable Annuity
payments will be based on an Annuity Unit value determined as of the close of
business on a day no earlier than the fifth Valuation Day preceding the date of
the Annuity payment.
CALCULATION OF YIELD AND RETURN
YIELD OF THE HVA MONEY MARKET FUND, INC. As summarized in the Prospectus under
the heading "Performance Related Information," the yield of the HVA Money Market
Fund, Inc. for a seven-day period (the "base period") will be computed by
determining the "net change in value" of a hypothetical account having a balance
of one unit at the beginning of the period, dividing the net change in account
value by the value of the account at the beginning of the base period to obtain
the base period return, and multiplying the base period return by 365/7 with the
resulting yield figure carried to the nearest hundredth of one percent. Net
changes in value of a hypothetical account will include net investment income of
the account (accrued dividends as declared by the underlying funds, less expense
and Certificate charges of the account) for the period, but will not include
realized gains or losses or unrealized appreciation or depreciation on the
underlying fund shares.
The effective yield is calculated by compounding the base period return by
adding 1, raising the sum to a power equal to 365/7 and subtracting 1 from the
result, according to the following formula:
Effective Yield = [(Base Period Return + 1) (365/7)] - 1
The HVA Money Market Fund, Inc.'s yield and effective yield will vary in
response to fluctuations in interest rates and in the expenses of the Divison.
The Hartford Bond Fund, Inc. and Limited Maturity Bond Portfolio 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 first day of the period. This figure
reflects the recurring charges at the Separate Account level.
<PAGE>
-8-
CALCULATION OF TOTAL RETURN. As summarized in the Prospectus under the heading
"Performance Related Information", total return is a measure of the change in
value of an investment in a Division over the period covered. The formula for
total return used herein includes three steps: (1) calculating the value of the
hypothetical initial investment of $1,000 as of the end of the period by
multiplying the total number of units owned at the end of the period by the unit
value per unit on the last trading day of the period; (2) assuming redemption at
the end of the period and deducting any applicable contingent deferred sales
charge and (3) dividing this account value for the hypothetical investor by the
initial $1,000 investment and annualizing the result for periods of less than
one year. Total return will be calculated for one year, five years, and ten
years or some other relevant periods if a Division has not been in existence for
at least ten years.
At any time in the future, yields and total return may be higher or lower than
past yields and there can be no assurance that any historical results will
continue.
PERFORMANCE COMPARISONS
YIELD AND TOTAL RETURN. The total return and yield may also be used to compare
the performance of the Divisions against certain widely acknowledged outside
standards or indices for stock and bond market performance. Index performance
is not representative of the performance of the Division to which it is compared
and is not adjusted for commissions and other costs. Portfolio holdings of the
Division will differ from those of the index to which it is compared.
Performance comparison indices include the following:
The Consumer Price Index, prepared by the U.S. Bureau of Labor Statistics, is a
commonly used measure of the rate of inflation. The index shows the average
change in the cost of selected consumer goods and services and does not
represent a return on an investment vehicle.
The Dow Jones Industrial Average is an unmanaged list of 30 common stocks
frequently used as a general measure of stock market performance. Its
performance figures reflect changes of market prices and reinvestment of all
distributions.
Lehman Brothers Corporate Bond Index is an unmanaged list of publicly issued,
fixed-rate, non-convertible investment-grade domestic corporate debt securities
frequently used as a general measure of the performance of fixed-income
securities. The average quality of bonds included in the index may be higher
than the average quality of those bonds in which High Yield Fund customarily
invests. The index does not include bonds in certain of the lower rating
classifications in which the Fund may invest. The performance figures of the
index reflect changes in market prices and reinvestment of all interest
payments.
<PAGE>
-9-
The Lehman Brothers Government Bond Index (the "SL Government Index") is a
measure of the market value of all public obligations of the U.S. Treasury; all
publicly issued debt of all agencies of the U.S. Government and all
quasi-federal corporations; and all corporate debt guaranteed by the U.S.
Government. Mortgage-backed securities, flower bonds and foreign targeted
issues are not included in the SL Government Index.
The Lehman Brothers Government/Corporate Bond Index (the "SL
Government/Corporate Index") is a measure of the market value of approximately
5,300 bonds with a face value currently in excess of $1.3 trillion. To be
included in the SL Government/Corporate Index, an issue must have amounts
outstanding in excess of $1 million, have at least one year to maturity and be
rated "Baa" or higher ("investment grade") by a nationally recognized rating
agency. The index does not include bonds in certain of the lower-rating
classifications in which High Yield Fund invests. Its performance figures
reflect changes in market prices and reinvestment of all interest payments.
Morgan Stanley Capital International World Index is an unmanaged list of
approximately 1,450 equity securities listed on the stock exchanges of the
United States, Europe, Canada, Australia, New Zealand and the Far East, with all
values expressed in U.S. dollars. Performance figures reflect changes in market
prices and reinvestment of distributions net of withholding taxes. The
securities in the index change over time to maintain representativeness.
The NASDAQ-OTC Industrial Average (The "NASDAQ Index") is a market
value-weighted and unmanaged index showing the changes in the aggregate market
value of approximately 3,500 stocks relative to the base measure of 100.00 on
February 5, 1971. The NASDAQ Index is composed entirely of common stocks of
companies traded over-the-counter and often through the National Association of
Securities Dealers Automated Quotations ("NASDAQ") system. Only those
over-the-counter stocks having only one market maker or traded on exchanges are
excluded. Its performance figures reflect changes of market prices but do not
reflect reinvestment of cash dividends.
Salomon Brothers Long-Term High-Grade Corporate Bond Index is an unmanaged list
of publicly traded corporate bonds having a rating of at least AA by Standard &
Poor's or Aa by Moody's and is frequently used as general measure of the
performance of fixed-income securities. The average quality of bonds included
in the index may be higher than the average quality of those bonds in which a
Fund may customarily invests. The index does not include bonds in certain of
the lower rating classifications in which the Fund may invest. Performance
figures for the index reflect changes of market prices and reinvestment of all
distributions.
<PAGE>
-10-
The Salomon Brothers 7-10 Year Government Bond Index is an unmanaged list of
U.S. Government and government agency securities with maturities of 7 to 10
years. Performance figures for the index reflect changes of market prices and
reinvestment of all interest payments.
The Standard & Poor's Composite Index of 500 stocks (the "S&P 500") a market
value-weighted and unmanaged index showing changes in the aggregate market value
of 500 stocks relative to the base period 1941-43. The S&P 500 is composed
almost entirely of common stocks of companies listed on the New York Stock
Exchange, although the common stocks of a few companies listed on the American
Stock Exchange or traded over-the-counter are included. The 500 companies
represented include 400 industrial, 60 transportation and 40 financial services
concerns. The S&P 500 represents about 80% of the market value of all issues
traded on the New York Stock Exchange. Its performance figures reflect changes
of market prices and reinvestment of all regular cash dividends.
The Standard & Poor's 40 Utilities Index is unmanaged list of 40 utility stocks.
The Index assumes reinvestment of all distributions and reflects changes in
market prices but does not take into account brokerage commissions or other
fees.
The manner in which total return and yield will be calculated for public use is
described above.
<PAGE>
PART C
<PAGE>
OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) All financial statements are included in Part A and
Part B of the Registration Statement.
(b) (1) Copy of the Resolution of the Board of Directors
authorizing the establishment of the Registrant.
(2) Not applicable. The Depositor maintains custody
of all assets.
(3) Underwriting Agreement between the Registrant and
Principal Underwriter.
(4) A copy of the Group Flexible Premium Deferred
Variable Annuity Contract and Certificate.
(5) The form of Application.
(6)(a) Copy of Certificate of Incorporation of the
Depositor.
(6)(b) Copy of Bylaws of the Depositor.
(7) Not applicable.
(8) Not applicable.
(9) Opinion of Rodney J. Vessels, Esquire.
(10) Consent of Arthur Andersen to be filed by Amendmed.
(11) Not applicable.
(12) Not applicable.
(13) Not applicable.
(14) Not applicable.
(15) The forms of Participation Agreements between the
Registrant and the underlying Funds.
<PAGE>
3
Item 25. Directors and Officers of the Depositor
Louis J. Abdou Vice President
David H. Annis Vice President
Paul J. Boldischar, Jr. Vice President
Wendell J. Bossen Vice President
Peter W. Cummins Vice President
Julianna B. Dalton Vice President
Ann M. deRaismes Vice President
Allen J. Douma, M.D. Medical Director
Donald R. Frahm Chairman and Chief Executive Officer
Bruce D. Gardner General Counsel and Corporate
Secretary
Joseph H. Gareau Executive Vice President and
Chief Investment Officer
J. Richard Garrett Vice President
John P. Ginnetti Executive Vice President and Director
Asset Management Services
Lois W. Grady Vice President
David A. Hall Senior Vice President and Actuary
William L. Harrison Vice President
Joseph Kanarek Vice President
Kevin L. Kirk Vice President
<PAGE>
4
Andrew W. Kohnke Vice President
Stephen M. Maher Vice President and Actuary
William B. Malchodi, Jr. Director of Taxes
Thomas M. Marra Senior Vice President & Actuary
and Director Individual Life and
Annuity Division
David J. McDonald Senior Vice President
Kevin A. North Vice President
Joseph J. Noto Vice President
Leonard E. Odell, Jr. Senior Vice President
Michael C. O'Halloran Senior Associate General Counsel
William H. Panning Vice President
Craig D. Raymond Vice President and Chief Actuary
Lowndes A. Smith President and Chief Operating Officer
Edward J. Sweeney Vice President
James E. Trimble Vice President and Actuary
Donald E. Waggaman, Jr. Treasurer
Raymond P. Welnicki Senior Vice President
James J. Westervelt Vice President and Group Comptroller
Lizabeth H. Zlatkus Vice President
Donald J. Znamierowski Vice President
<PAGE>
5
Unless otherwise indicated, the principal business address of each the above
individuals is P.O. Box 2999, Hartford, CT 01604-2999.
Item 26. Persons Controlled By or Under Common Control with the Depositor or
Registrant
Exhibit 26 is filed herewith.
Item 27. Number of Contract Owners
As of___________, there were no contract owners.
Item 28. Indemnification.
The directors and officers of HL and HESCO are covered under a
directors and officers liability insurance policy issued to ITT
Corporation 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.
The Registrant hereby undertakes that 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, or otherwise, 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
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 29. Principal Underwriters
(a) HESCO acts as principal underwriter for the following investment
companies:
<PAGE>
6
Hartford Life Insurance Company - DC Variable Account I
Separate Account Two (DC Variable Account II)
Separate Account Two (Variable Account "A")
Separate Account Two (NQ Variable Account)
Separate Account Two (QP Variable Account)
Separate Account One
Separate Account Two (Director)
Hartford Life Insurance Company - Putnam Capital Manager Trust
Separate Account
Hartford Money Market Fund, Inc.
Hartford Life Insurance Company - Separate Account Three
ITT Hartford Life and Annuity Insurance Company - Separate Account
Three
Hartford Life Insurance Company - Separate Account Five
ITT Hartford Life and Annuity Insurance Company - Separate Account
Five
ITT Hartford Life and Annuity Insurance Company - Separate Account Six
Hartford Life Insurance Company Separate Account VL I
(b) Directors and Officers of HESCO
NAME AND PRINCIPAL POSITIONS AND OFFICES
BUSINESS ADDRESS WITH UNDERWRITER
Donald E. Waggaman, Jr. Treasurer
Bruce D. Gardner Secretary
George R. Jay Controller
<PAGE>
Lowndes A. Smith President
Item 30. Location of Accounts and Records
Accounts and records are maintained by the Depositor.
Item 31. Management Services
None
Item 32. Undertakings
(a) The Registrant hereby undertakes to file a post-effective
amendment to this registration statement as frequently as is
necessary to ensure that the audited financial statements in the
registration statement are never more than 16 months old so long
as payments under the Variable Annuity Contracts may be accepted.
(b) The Registrant hereby undertakes to include either (1) as part of
any application to purchase a Contract offered by the Prospectus,
a space that an applicant can check to request a Statement of
Additional Information,
<PAGE>
or (2) a post card or similar written communication affixed to or
included in the Prospectus that the applicant can remove to send
for a Statement of Additional Information.
(c) The Registrant hereby undertakes to deliver any Statement of
Additional Information and any financial statements required to
be made available under this Form promptly upon written or oral
request.
<PAGE>
SIGNATURES
As required by the Securities Act of 1933 and the Investment Company act of
1940, the Registrant certifies that it meets all the requirements for
effectiveness of this Registration Statement under the Securities Act of 1933
and duly caused this Registration Statement to be signed on its behalf, in the
City of Hartford, and State of Connecticut on this 3rd day of May, 1995.
HARTFORD LIFE INSURANCE COMPANY -
ICMG SECULAR TRUST
SEPARATE ACCOUNT
(Registrant)
* By: * By: /s/ Rodney J. Vessels
---------------------------------------- -----------------------
Thomas M. Marra, Senior Vice President Rodney J. Vessels
Attorney-in-Fact
HARTFORD LIFE INSURANCE COMPANY
(Depositor)
* By:
---------------------------------------------
Thomas M. Marra, Senior Vice President
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons and in the capacity
and on the date indicated.
Donald R. Frahm, Chairman and
Chief Executive Officer, Director *
Bruce D. Gardner, General Counsel
Corporate Secretary, Director *
Joseph H. Gareau, Executive Vice
President and Chief Investment
Officer, Director *
John P. Ginnetti, Senior Vice
President, Director *
Thomas M. Marra, Senior Vice * By: /s/ Rodney J. Vessels
President, Director * -----------------------------
Leonard E. Odell, Jr., Senior Rodney J. Vessels
Vice President, Director * Attorney-In-Fact
Lowndes A. Smith, President
Chief Operating Officer, Dated: 5/3/95
Director * -----------------------------
Raymond P. Welnicki, Senior Vice
President, Director *
Lizabeth H. Zlatkus, Vice President
Director *
Donald J. Znamierowski, Vice President
Comptroller, Director *
(ICMG)
<PAGE>
HARTFORD LIFE INSURANCE COMPANY
CERTIFICATION
I, Lynda Godkin, Secretary of Hartford Life Insurance Company ("Company"), do
hereby certify that the attached is a true and complete copy of a resolution
adopted by the Board of Directors of this Company on October 28, 1994, and
that said resolution is still in full force and effect and has not been
altered, amended or rescinded.
[SEAL]
/s/ Lynda Godkin
-----------------------------
Secretary
Dated: April 21, 1995
<PAGE>
HARTFORD LIFE INSURANCE COMPANY
CONSENT OF DIRECTORS
The undersigned, being all of the Directors of Hartford Life Insurance Company,
hereby consent 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 ACCOUNTS
RESOLVED, that the Company is hereby authorized to establish a new separate
account designated ICMG Secular Trust Separate Account, 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 Account; 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/ Donald R. Frahm /s/ Leonard E. Odell, Jr.
______________________________________ ______________________________________
Donald R. Frahm Leonard E. Odell, Jr.
/s/ Bruce D. Gardner /s/ Lowndes A. Smith
______________________________________ ______________________________________
Bruce D. Gardner Lowndes A. Smith
/s/ Joseph H. Gareau /s/ Raymond P. Welnicki
______________________________________ ______________________________________
Joseph H. Gareau Raymond P. Welnicki
/s/ John P. Ginnetti /s/ Lizabeth H. Zlatkus
______________________________________ ______________________________________
John P. Ginnetti Lizabeth H. Zlatkus
/s/ Thomas M. Marra /s/ Donald J. Znamierowski
______________________________________ ______________________________________
Thomas M. Marra Donald J. Znamierowski
Dated: October 28, 1994
<PAGE>
PRINCIPAL UNDERWRITER AGREEMENT
THIS AGREEMENT, dated as of the_____________, 1995, made by and between HARTFORD
LIFE INSURANCE COMPANY ("HLIC" or the "Sponsor"), a corporation organized and
existing under the laws of the State of Connecticut, and HARTFORD EQUITY SALES
COMPANY, INC. ("HESCO"), a corporation organized and existing under the laws of
the State of Connecticut,
WITNESSETH:
WHEREAS, the Board of Directors of HLIC has made provision for the establishment
of a separate account within HLIC in accordance with the laws of the State of
Connecticut, which separate account was organized and is established and
registered as a unit trust type investment company with the Securities and
Exchange Commission under the Investment Company Act of 1940, as amended, and
which is designated ICMG Secular Trust Separate Account of Hartford Life
Insurance Company (referred to as the "Unit Trust"); and
WHEREAS, HESCO offers to the public a certain Group Flexible Premium Variable
Annuity Insurance Policy (the "Policy") issued by HLIC with respect to the Unit
Trust units of interest thereunder which are registered under the Securities Act
of 1933, as amended; and
WHEREAS, HESCO has previously agreed to act as distributor in connection with
offers and sales of the Policy under the terms and conditions set forth in this
Distribution Agreement.
NOW THEREFORE, in consideration of the mutual agreements made herein, the
Sponsor and HESCO agree as follows:
I.
HESCO'S DUTIES
1. HESCO, as principal underwriter for the Policy, will use its best efforts
to effect offers and sales of the Policy through broker-dealers that are
members of the National Association of Securities Dealers, Inc. and whose
registered representatives are duly licensed as insurance agents of HLIC.
HESCO is responsible for compliance with all applicable requirements of the
Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as
amended, and the Investment Company Act of 1940, as amended, and the rules
and regulations relating to the sales and distribution of the Policy, the
need for which arises out of its duties as principal underwriter of said
Policy and relating to the creation of the Unit Trust.
2. HESCO agrees that it will not use any prospectus, sales literature, or any
other printed matter or material or offer for sale or sell the Policy if
any of the foregoing in any way represent the duties, obligations, or
liabilities of HLIC as being greater than, or different
<PAGE>
from, such duties, obligations and liabilities as are set forth in this
Agreement, as it may be amended from time to time.
3. HESCO agrees that it will utilize the then currently effective prospectus
relating to the Unit Trust's Policies in connection with its selling
efforts.
As to the other types of sales materials, HESCO 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. HESCO agrees that it or its duly designed agent shall maintain records of
the name and address of, and the securities issued by the Unit Trust and
held by, every holder of any security issued pursuant to this Agreement, as
required by the Section 26(a)(4) of the Investment Company Act of 1940, as
amended.
5. HESCO'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
HESCO, HESCO shall not be subject to liability under a Policy for any act
or omission in the course, or connected with, rendering services hereunder.
II.
1. The Unit Trust reserves the right at any time to suspend or limit the
public offering of the Policies upon 30 days' written notice to HESCO,
except where the notice period may be shortened because of legal action
taken by any regulatory agency.
2. The Unit Trust agrees to advice HESCO immediately:
(a) Of any request by the Securities and Exchange Commission for amendment
of its Securities 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 Securities Act registration
statement relating to units of interest issued with respect to the
Unit Trust 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 Securities Act registration statement or which
requires change therein in order to make any statement therein not
misleading.
<PAGE>
HLIC will furnish to HESCO such information with respect to the Unit
Trust and the Policies in such from and signed by such of its officers
and directors and HESCO may reasonable request and will warrant that
the statements therein contained when so signed will be trust and
correct. HLIC will also furnish, from time to time, such additional
information regarding the Unit Trust's financial condition as HESCO
may reasonably request.
III.
COMPENSATION
For providing the principal underwriting functions on behalf of the Unit Trust,
HESCO shall be entitled to receive compensation as agreed upon from time to time
by HLIC and HESCO.
IV.
RESIGNATION AND REMOVAL OF PRINCIPAL UNDERWRITER
HESCO may resign as a Principal Underwriter hereunder, upon 120 days' prior
written notice to HLIC. However, such registration shall not become effective
until either the Unit Trust has been completely liquidated and the proceeds of
the liquidation distributed through HLIC to the Policy 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 ICMG - Group Annuity Operations, 100 Campus Drive, Suite 250,
Florham Park, NJ 07932.
(b) If to HESCO - Hartford Equity Sales Company, Inc., P.O. Box 2999,
Hartford, Connecticut 06104.
or to such other address as HESCO or the Sponsor shall designate by written
notice to the other.
3. This Agreement may be executed in any number of counterparts, each of which
shall be deemed an original and all of which shall be deemed one
instrument, and an executed
<PAGE>
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 May 6, 1995 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 HLIC.
(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 HLIC on 60 days' prior written notice to HESCO;
(2) shall immediately terminate in the event of its assignment and (3)
may be terminated by HESCO on 60 days' prior written notice to HLIC,
but such termination will not be effective until HLIC shall have
policy with one or more persons to act as principal underwriter of the
Policies. HESCO hereby agrees that it will continue to act as
principal underwriter until its successor or successors assume such
undertaking.
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.
(Seal) HARTFORD LIFE INSURANCE COMPANY
BY:
-------------------
Thomas M. Marra
Senior Vice President
Attest: HARTFORD EQUITY SALES COMPANY, INC.
BY:
- - ------------------ -------------------
Lynda Godkin Peter Cummins
Secretary Vice President
4
<PAGE>
HARTFORD LIFE INSURANCE COMPANY
(HEREIN CALLED WE, OUR AND US)
HARTFORD CT
Policyholder: [XYZ Corporation] Group Policy Number: [12345]
Issued in: [Connecticut and governed Effective Date: [May 1, 1994]
by its laws the Group Policy takes effect
Policy [May 1, 1994 and which is also its Date of
Anniversary: each May 1 after that] Issue.
Hartford Life Insurance Company, in consideration of the application of this
Certificate and the payment of premiums, agrees, subject to the terms and
conditions of this Certificate, to provide benefits as provide herein. this
Certificate is subject to the laws of the jurisdiction where it is delivered.
All provisions set forth on the following pages are a part of this Certificate.
Signed for HARTFORD LIFE INSURANCE COMPANY.
SECRETARY PRESIDENT
/s/ B. Gardner /s/ "illegible"
GROUP FLEXIBLE PREMIUM VARIABLE ANNUITY CERTIFICATE
Variable cash surrender values while the Annuitant and Certificate Owner are
living and prior to the Annuity Commencement Date. Death benefit subject to
guaranteed minimum. Partial withdrawal option. Non-participating. Individual
allocations. All payments and values provided by this Certificate, when based
on investment experience of a Separate Account, are variable and are not
guaranteed as to a fixed dollar amount.
Hartford Life Insurance Company
200 Hopmeadow Street
Simsbury, Connecticut 06070
GVA94(P)
<PAGE>
TABLE OF CONTENTS
The contents of this certificate appear in the following order:
SPECIFICATIONS
DEFINITIONS
WITHDRAWAL, TERMINATION AND CONTINUATION PROVISIONS
CONTROL PROVISIONS
PREMIUM PAYMENT PROVISIONS
ALLOCATION PROVISIONS
VALUATION PROVISIONS
GENERAL PROVISIONS
ANNUITY PROVISIONS
ANNUITY TABLES
GVA94(P)
2
<PAGE>
SPECIFICATIONS
PREMIUM PAYMENT AND INVESTMENT INFORMATION
Annuitant As shown in each Certificate.
Annuitant Date of Birth As shown in each Certificate.
Contingent Annuitant As shown in each Certificate.
Contingent Date of Birth As shown in each Certificate.
Certificate Date As shown in each Certificate.
Certificate Owner As shown in each Certificate.
Certificate Owner Date of Birth As shown in each Certificate.
Annuity Commencement Date As shown in each Certificate.
Initial Premium Payment As shown in each Certificate.
Subsequent premiums are flexible as indicated in the Premium Payment Provisions.
Minimum Subsequent Premium [$1,000]
Allocations
Initial Allocation As shown in each Certificate.
Maximum Divisions at any one time As shown in each Certificate.
Reallocation changes per
Certificate Year [12]
Separate Account: [ICMG Secular Trust Separate Account
DIVISION BASED ON:
Money Market Fund HVA Money market Fund, Inc
Aggressive Growth Fund HVA Aggressive Growth Fund
Hartford Bond Fund Hartford Bond Fund, Inc.
Partners Portfolio Partners Portfolio of Neuberger & Berman
Advisers Management Trust
Balanced Portfolio Balanced Portfolio of Neuberger & Berman
Advisers Management Trust
Limited Maturity Bond Portfolio Limited Maturity Bond Portfolio of
Neuberger & Berman Advisers Management
Trust
Equity-Income Portfolio Equity-Income Portfolio of Fidelity
Variable Insurance Products Fund
Asset Manager Portfolio Asset manager Portfolio of Fidelity
Variable Insurance Products Fund II
High Income Portfolio High Income Portfolio of Fidelity
Variable Insurance Products Fund
Alger American Small Cap Portfolio Small Cap Portfolio of Alger American
Fund
Alger American Growth Portfolio Growth Portfolio of Alger American Fund
Emerging Markets Series Emerging Markets Series of GCG Trust
or other funds as may be made available from time to time.
GVA94(P)
3A
<PAGE>
SEPARATE ACCOUNT DEDUCTIONS
We charge [.65%] of the assets in each Division on an annual basis equal to a
daily charge of [.001781%] for mortality and expense risks.
The Separate Account is governed by Our state of domicile.
Each Division invests in shares of the portfolios as designated
POLICY FACTS
PARTIAL WITHDRAWAL OF CASH SURRENDER VALUE
Maximum Withdrawal [Amount which will reduce the
remaining Investment Value to our
minimum level.]
Minimum Withdrawal [$1,000]
Number Per Certificate Year [12]
RIDERS [None]
CHARGES
EXPENSE CHARGES
Premium Loading [Maximum 4.6% of premiums collected,
plus a percentage of premiums to
cover State and Local Taxes, plus
.43% of premiums at cover the cost
of federal taxes imposed under
Section 848 of the Internal
Revenue Code. We will adjust the
charges to cover taxes based on
changes in applicable tax law.]
Administrative Expense Charges [$2.50 per month]
Surrender Charges [None]
Excess Reallocation Charges [Not Applicable]
GVA94(P)
3B
<PAGE>
NYSE means the New York Stock Exchange.
[PARTICIPATING ENTITY means an employer or other entity who is approved to
allow its employees or members to purchase an annuity under the Policy.]
POLICYHOLDER means the person or entity to whom the Policy is issued.
PREMIUM LOADING a percentage of premium charge, as shown in the specifications,
deducted at the time a premium payment is received by US to cover sales loads,
State and Local Taxes, and 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 tax law.
PROCESSING DATE(S) means the days on which We deduct charges from the
Investment Value. The first Processing Date is the Certificate Date. There is
a Processing Date each month. Later Processing Dates are on the same calendar
day as the Certificate Date, or on the last day of any month which has no such
calendar day.
PROCESSING PERIOD means the period from the Certificate Date to the next
Processing Date and thereafter the period from one Processing Date to the next.
SEC means the Securities and Exchange Commission.
SEPARATE ACCOUNT means an account established by US to separate the assets
funding the variable benefits for the class of contract to which this contract
belongs from other assets of Ours. We own the assets in the Separate Account.
The assets in the Separate Account are not chargeable with liabilities arising
out of any other business We may conduct. Income and realized gains or losses
from assets in a Separate Account are credit to or charged against that
Separate Account without regard to income, gains or losses in Our General
Account or Our other Separate Accounts. The Separate Account and the funds
which are the underlying securities of the Separate Account, are listed in the
Specifications beginning on page 3.
STATE AND LOCAL TAX means the amount of taxes, if any, charged by a state or
municipality.
SURRENDER VALUE means the value of the Certificate upon surrender, as described
in the Termination and Continuation Section.
VALUATION PERIOD means each business day together with any non-business days
before it. 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.
GVA94(P)
5
<PAGE>
TERMINATION AND CONTINUATION
FULL SURRENDER - PRIOR TO ANNUITY COMMENCEMENT DATE
Prior to the Annuity Commencement date, the Certificate Owner has the right
to terminate this Certificate by submitting a written request to Our Customer
Service Center. In such event, the Surrender Value of this Certificate may be
taken in the form of a cash settlement.
The Surrender Value of this Certificate is equal to the Investment Value less:
(a) any applicable State and Local Taxes not previously deducted; and
(b) any Charges incurred but not previously deducted.
The Surrender Value provided by this Certificate is not less than the minimum
value required by the insurance laws of the state in which the policy is
issued.
PARTIAL WITHDRAWAL - PRIOR TO ANNUITY COMMENCEMENT DATE
The Certificate Owner may request, in writing, a partial withdrawal of
Investment Values at any time, provided the Investment Value remaining after
the withdrawal is at least equal to Our minimum amount rules then in effect.
If the remaining Investment Value following such withdrawal is less than Our
minimum amount rules, We will terminate this Certificate and pay the
Surrender Value.
The Surrender Charge, described in the Specifications will be assessed
against any Investment Values withdrawn.
For Federal tax purposes, any partial withdrawal will be deemed to be first
from earnings, to the extent that they exist, and then from premium payments.
TERMINATION AFTER THE ANNUITY COMMENCEMENT DATE
The Certificate may not be surrendered for its Surrender Value after the
commencement of annuity payments, except as permitted in Option Four, as
described in Annuity Provisions.
CONTINUATION
If the Policy is terminated, the rights, controls, and obligations that
belong to the Certificate Owner will continue. This Certificate will
terminate the earlier of the date the death benefit is paid, the date the
Certificate is surrendered for its Investment Value, or the date annuity
payments are no longer payable.
DEATH BENEFIT
Prior to the Annuity Commencement Date, the death benefit will be the
Investment Value on the date of receipt of Due Proof of Death at Our Customer
Service Center. If the deceased, whether it is the Annuitant or the
Certificate Owner, has not attained age 85, then the death benefit will be
the greater of:
(a) The Investment Value on the date of receipt of Due Proof of Death at our
Customer Service Center; or
(b) 100% of all premium payments made by Certificate Owner under this
Certificate, reduced by the amount of any partial withdrawals since the
Certificate Date.
The death benefit may be taken in one sum or under any of the settlement
options then being offered by the Company, provided, however, that: (a) in
the event of the death of any Certificate Owner prior to the Annuity
Commencement Date, the entire interest in the Certificate will be distributed
within 5 years after the death of the Certificate Owner and (b) in the event
of the death of any Certificate Owner or Annuitant which occurs on or after
the annuity Commencement Date,
GVA94(P)
6
<PAGE>
any remaining interest in the Certificate will be paid at least as rapidly as
under the method of distribution in effect at the time of death, except that, if
the benefit is payable over a period not extending beyond the life expectancy of
the Beneficiary or over the life of the Beneficiary, such distribution must
commence with one year of the date of death.
Notwithstanding the foregoing, in the event of the Certificate Owner's death
where the sole Beneficiary is the spouse of the Certificate Owner and the
Annuitant or Contingent Annuitant is living, such spouse may elect, in lieu
of receiving the death benefit, to be treated as the Certificate Owner. Only
one such spousal election is permitted with respect to any Certificate.
Notwithstanding any provisions to the contrary, if the Certificate is owned
by a corporation or other non-individual, a death benefit will be paid upon
the death of the Annuitant prior to the Annuity Commencement Date. Such
benefit will be payable only as one sum or under the same settlement options
and in the same manner as if an individual Certificate Owner died on the date
of the Annuitant's death.
When payment is taken in one sum, payment will be made within 7 days after
the date Due Proof of Death is received, except as provided in General
Provisions - Payments We May Defer. Any payment subject to such deferral and
made with respect to the death of a Certificate Owner (or death of Annuitant
in the case of a non-individual Certificate Owner) prior to the Annuity
Commencement Date will be distributed no later than 5 years after the date of
death.
CONTROL PROVISIONS
ANNUITANT AND CONTINGENT ANNUITANT
The Annuitant may not be changed. The designation of Contingent Annuitant
will remain in effect until changed by the Certificate Owner. Changes in the
designation of Contingent Annuitant may be made at any time prior to the
Annuity Commencement Date by written notice to Us.
POLICYHOLDER
The designation of Policyholder will remain in effect until changed by the
Policyholder. Changes in the designation of the Policyholder may be made by
the Policyholder by written notice to Us.
CERTIFICATE OWNER
The designation of Certificate Owner will remain in effect until changed by
the Certificate Owner. Changes in the designation of the Certificate Owner may
be made during the lifetime of the Annuitant by written notice to Us.
The Certificate Owner may exercise all rights, options, and privileges
granted by the Policy or permitted by Us and to agree with Us to any change in
or amendment to the Policy. The rights of the Certificate Owner shall be
subject to the rights of any assignee. (See General Provisions - Assignment)
BENEFICIARY
The Beneficiary is designated by the Certificate Owner. Changes in the
Beneficiary may be made during the lifetime of the Annuitant and Certificate
Owner by written notice to Us.
If the Beneficiary has been designated irrevocably, however, such designation
cannot be changed or revoked without such Beneficiary's written consent. Upon
receipt of notice satisfactory to Us and written consent, if required, at Our
Customer Service Center, the new designation will take effect as of the date
the notice is signed, whether or not the Annuitant or Certificate Owner is alive
at the time of receipt of such notice. The change will be subject to any
payments made or other action taken by Us before the receipt of the notice.
In the event of the death of the Annuitant, prior to the Annuity Commencement
Date, when there is no surviving Contingent Annuitant, the Beneficiary will be
the Beneficiary then in effect. If there is no Beneficiary in effect of if
the Beneficiary is no longer living, the Certificate Owner will be the
Beneficiary. If the Annuitant is the sole Certificate Owner and there is no
Beneficiary in effect, the Annuitant's estate will be the Beneficiary.
In the event of the death of the Certificate Owner prior to the Annuity
Commencement Date, the Beneficiary will be the Beneficiary then in effect. If
no Beneficiary designation is in effect or if the Beneficiary has predeceased
the Certificate Owner, the Certificate Owner's estate will be the Beneficiary.
GVA94(P)
7
<PAGE>
CHANGES WITHIN THE SEPARATE ACCOUNT
We may, at times, make additional Separate Account Divisions or make
additional Separate account available. We may also eliminate Divisions,
combine two or more Divisions or substitute a new underlying fund for the
underlying fund in which a Division invests. We will get approval from the
regulatory authority of our state of domicile before making any substitution.
We will also obtain any other required approvals.
Subject to any required regulatory approvals. We have the right to transfer
assets of the separate Account or of a Division to another Separate Account or
Division.
When permitted by law, we may:
1. modify this Policy and the Certificate to comply with applicable federal
and state laws; or
2. combine the Separate Account with another separate account;
INVESTMENT VALUE
The Certificate Owner selects the Divisions for allocation of the Investment
Value. The number Divisions to which the Investment Value may be allocated at
any one time is shown in the Specifications. The Investment Value in each
Division is equal to the number of Accumulation Units held in the Division by
the Certificate Owner multiplied by the appropriate Accumulation Unit value.
ACCUMULATION UNITS
Each net premium payment is applied to provide Accumulation Units in each
Division (See Allocation Provisions; Premiums). The number of Accumulation
Units credited to each Division is determined by dividing the net premium
payment for that Division by the dollar value of one Accumulation Unit next
computed after the receipt of the premium payment by Us.
The number of Accumulation Units so determined will not be affected by any
subsequent change in the value of Accumulation Units The Accumulation Unit
value in the Division may decrease or increase in each Valuation Period. The
number of Accumulation Units will be affected by premium payments, partial
withdrawals, reallocations, experience credits, Administrative Expense Charges,
and Excess Reallocation Charges.
THE EXPERIENCE FACTOR
The experience factor for a Valuation Period reflects the investment
experience of the underlying funds in which the Division invests and the
charges assessed to the Division. The experience factor for each of the
divisions is equal to the net asset value per share of the corresponding
underlying fund at the end of the Valuation Period, plus the per share amount
of any unpaid dividend, or capital gains by that underlying fund, divided by
the net asset value per share of the corresponding underlying fund at the
beginning of the Valuation Period, and subtracting from that amount the
mortality and expense risk charge shown in the Specifications.
ACCUMULATION UNIT VALUE
The value of an Accumulation Unit for each Division of the Separate Account is
fixed at $10 when the first investments in a Division are made. The value of
the respective Accumulation Units for any subsequent day is determined by
multiplying the Accumulation Unit value for the preceding day by the
experience factor for that Division for the current day.
ANNUITY UNIT VALUES DURING THE ANNUITY PERIOD
The value of an Annuity Unit for each Division in the Separate Account is set
at $10 when the first investments in a division are made. The value of an
Annuity Unit for each Division of the Separate Account will vary to reflect
the investment experience and will be determined by multiplying the value of
the Annuity Unit for that Division on the
GVA94(P)
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preceding day by the product of (a) the experience factor for that Division
for the day for which the Annuity Unit value is being calculated, and (b)
0.999866, which is a factor that neutralizes an assumed interest rate of 5%.
GENERAL PROVISIONS
ENTIRE CONTRACT
This Policy including any attached rider, endorsement, amendment,
Certificate, the application of the Policyholder, and the application of the
Certificate Owner constitute the entire contract between the Policyholder and
Us. All statements made by the Policyholder, (Participating Entity) or any
Certificate Owner 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, in an application signed by the
Certificate Owner, or in a written instrument signed by the [Participating
Entity, or] Certificate Owner, a copy of which has been furnished to the
Certificate owner, [Participating Entity,] beneficiary or Policyholder.
AUTHORITY TO CHANGE
We reserve the right to modify the Policy and/or Certificate, but only if
such modification is necessary: (i) to make the Policy, Certificate, or
Separate Account comply with any law or regulation issued by a governmental
agency to which We are subject; or (ii) to assure continued tax advantages for
the Policy and Certificate under the Code or other federal or state laws; or
(iii) to reflect a change in the operation of the Separate Account or the
Division(s); or (iv) to provide additional Separate Account options; or (v) to
withdraw Separate Account options. In the event of any such modifications, We
will provide notice to the Policyholder and/or Certificate Owner or to the
payee(s) during the annuity period. We may also make appropriate endorsement
in the Policy and/or Certificate to reflect such modification. No agent or
broker has the authority to change any of the terms of this Policy or
Certificate or to make any agreements binding on Us.
The Certificates issued under the Policy to which this endorsement is
attached are intended to qualify as annuity contracts for Federal tax
purposes. To that end, the provisions of the Policy and Certificates are
interpreted and administered to ensure or maintain such tax qualification,
notwithstanding any other provisions to the contrary.
NON-PARTICIPATING
The Policy does not participate in Our divisible surplus.
INCONTESTABILITY
The validity of each Certificate will not be contested after it has been in
force for two years from its Certificate Date.
ASSIGNMENT
The benefits of each Certificate can be assigned by the Certificate Owner only
if We agree. 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.
MISSTATEMENT OF AGE
If the age of the Annuitant has been misstated, the amount of the annuity
payable by Us shall be that provided by that portion of the amounts allocated
to effect such annuity on the basis of the corrected information without
changing the date of the first payment of such annuity. Any underpayments by Us
shall be made up immediately and any overpayments shall be charged against
future amounts becoming payable.
CERTIFICATES
Certificates will be furnished [to the Certificate Owner] by Us. Each
Certificate will summarize provisions of the Policy affecting an individual
Annuitant.
GVA94(P)
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VALUE REPORTS
We will send [the Certificate Owner] reports at the times agreed upon by
[the Certificate Owner] and Us, but not less often than annually. The report
will 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.
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) there is an order of the
SEC permitting a delay for the protection of Certificate Owners.
During such times, we may delay: 1) determination and payment of partial
withdrawals, and Surrender Values; and 2) reallocation of the Investment
Value.
We may, at any time, defer payment of partial withdrawals, Surrender Values
up to 7 business days of a written request for amounts in the Divisions.
We may defer payment of the partial withdrawals, Surrender Values on illiquid
security investments to the date such securities become available without
penalty.
CLAIMS OF CREDITORS
Proceeds described in this Certificate will be free from creditor's claims
to the extent allowed by law.
TO CLAIM DEATH BENEFITS
Contact Our Customer Service Center for instructions. Death Benefits are
usually paid within 7 business days after receipt of Due Proof of Death and
all other requirements. Interest will be paid on death proceeds from the date
we receive Due Proof of Death to date of payment. Interest will never be less
than required by applicable law.
AGENCY
Neither the Policyholder [nor any Participating Entity] nor any administrator
appointed by the foregoing is Our agent. We are not liable for any of their
acts or omissions.
CHANGE IN FEDERAL, STATE AND LOCAL TAXES
Following the effective date of any tax law, or change to any such law,
applicable to this Certificate, We have the right to change the amount due
under this Certificate for payment of such federal taxes or State and Local
Taxes. The amount of such change will be determined by the amount of changes
in the taxes imposed.
MINIMUM VALUE STATEMENT
Any Surrender Values, death benefits, or annuity provisions available under
this Certificate equal or exceed those required by the state in which the
Certificate is delivered.
PROOF OF SURVIVAL
The payment of any life contingent annuity benefit will be subject to
evidence that the Annuitant is alive on that date such payment is otherwise
due.
VOTING RIGHTS
We shall notify the Certificate Owner of any Division shareholder's meetings
at which the shares held for the Certificate Owner's Account may be voted and
shall also send proxy material and a form of instruction by means of which
the
GVA94(P)
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[*]FOURTH OPTION - Payment for a Designated Period - An annuity payable
monthly for the number of years selected which may be from 5 to 30 years. The
remaining balance of proceeds in the Separate Account for any day is equal to
the balance on the previous day decreased by the amount of any installment
paid on that day and the remainder multiplied by the applicable experience
factor for the day as described in the valuation provisions. Any surrender
out of this option will be subject to Surrender Charges, as described in the
Specifications.
[*If this contract is issued to qualify under Section 401, 403, or 408 of the
Internal Revenue Code of 1954 as amended, these options shall be available
only if the guaranteed payment period is less than the life expectancy of the
Annuitant at the time the option becomes effective. Such life expectancy will be
computed under the mortality table then in use by Us.]
ANNUITY TABLES
DESCRIPTION OF TABLES
The attached tables show the minimum dollar amount of the first monthly
payments for each $1,000 applied under the options. Under the First or Second
Options, the amount of each payment will depend upon the age of the payee at
the time the first payment is due. Under the Third Option, the amount of each
payment will depend upon the ages of both payees at the time the first
payment is due.
The variable payment annuity tables for the First, Second and Third Options
are based on the 1983a Individual Annuity Mortality Table with ages set back
one year and an interest rate of 5% per annum. The table for the Fourth
Option is based on an interest rate of 5% per annum.
The fixed annuity payment tables for the First, Second and Third Options are
based on the 1983a Individual Annuity Mortality Table with ages set back one
year and an interest rate of 3% per annum. The table for the Fourth Option is
based on an interest rate of 3% per annum.
Once the Certificate Owner has elected an annuity option, that election may
not be changed with respect to any Annuitant following the commencement of
annuity payment.
MINIMUM PAYMENT
No election of any options or combination of options may be made under this
contract unless the first payment for each effected Account would be at least
equal to the minimum payment amount according to Our rules then in effect. If
at any time, payments to be made to any payee from each Account are or become
less than the minimum payment amount, We shall have the right to change the
frequency of payment to such intervals as will result in a payment at least
equal to the minimum. If any amount due would be less than the minimum payment
amount per annum, We may make such other settlement as may be equitable to
the payee.
GVA94(C)
14
PREMIUM PAYMENT PROVISIONS
Premium payments are payable at Our Customer Service Center. Payments may be
made by check payable to Hartford Life Insurance Company or by any other
method acceptable to Us. We reserve the right to limit the amount of any
premium payment.
The Initial Premium Payment is shown in the Specifications. This is a
flexible premium variable annuity. Additional payments may be accepted by Us.
The additional payments must be at least equal to the minimum subsequent
premium payment shown in the Specifications.
ALLOCATION PROVISIONS
PREMIUMS
Each net premium payment is equal to the premium less Premium Loading shown
in the Specifications. Each net premium payment is allocated to selected
Divisions on the date We receive and accept it. The initial allocation is
shown in the Specifications.
The percentage allocation for future net 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.
REALLOCATION OF INVESTMENT VALUE
The Investment Value can be reallocated among the Divisions, subject to the
provisions in the Specifications. The number of changes permitted without
charge each Certificate 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,
if any, for reallocation into and out of the Divisions are shown in the
Specifications.
The right to reallocate Investment Values between the Divisions is subject to
modification if We determine, in Our sole opinion, that the exercise of that
right by one or more Certificate Owners is, or would be, to the disadvantage of
other Certificate Owners. Any modification could be applied to reallocations
to or from some or all of the Divisions and could include, but not be limited
to, the requirement of a minimum time period between each reallocation, not
accepting reallocation requests of an agent acting under a power of attorney
on behalf of more than one Certificate Owner, or limiting the dollar amount
that may be reallocated between the Divisions by a Certificate Owner at any one
time. Such restrictions may be applied in any manner reasonably designed to
prevent any use of the transfer right which is considered by Us to be to the
disadvantage of other Certificate Owners.
ALLOCATION OF CHARGES
All Expense Charges deducted from the Investment Value on a Processing Date
will be made from the Divisions in proportion to the Investment Value in each
Division determined after any premium payments, partial withdrawals, or
reallocations have been made.
VALUATION PROVISIONS
VALUATION PERIOD
Each division will be valued at the end of each Valuation Period.
CHANGES WITHIN THE SEPARATE ACCOUNT
We may, at times, make additional Separate Account Divisions or make
additional Separate account available. We may also eliminate Divisions,
combine two or more Divisions or substitute a new underlying fund for the
underlying funds in which a Division invests. We will get approval from the
regulatory authority of our state of domicile before making any substitution.
We will also obtain any other required approvals.
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[Copy to Come]
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made by the Policyholder, [Participating Entity] or any Certificate Owner 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, in an application signed by the Certificate Owner, or in a
written instrument signed by the (Participating Entity, or) Certificate
Owner, a copy of which has been furnished to the Certificate Owner,
[Participating Entity,] beneficiary or Policyholder.
AUTHORITY TO CHANGE
We reserve the right to modify the Policy and/or Certificate, but only if
such modification is necessary; (i) to make the Policy, Certificate, or
Separate Account comply with any law or regulation issued by a governmental
agency to which We are subject; or (ii) to assure continued tax advantages for
the Policy and Certificate under the Code or other federal or state laws; or
(iii) to reflect a change in the operation of the Separate Account or the
Division(s); or (iv) to provide additional Separate Account options; or (v) to
withdraw Separate Account options. In the event of any such modifications, We
will provide notice to the Policyholder and/or Certificate Owner or to the
payee(s) during the annuity period. We may also make appropriate endorsement
in the Policy and/or Certificate to reflect such modification. No agent or
broker has the authority to change any of the terms of this Policy or
Certificate or to make any agreements binding on Us.
The Certificates issued under the Policy to which this endorsement is
attached are intended to qualify as annuity contracts for Federal tax
purposes. To that end, the provisions of the Policy and Certificates are
interpreted and administered to ensure or maintain such tax qualifications,
notwithstanding any other provisions to the contrary.
NON-PARTICIPATING
The Policy does not participate in Our divisible surplus.
INCONTESTABILITY
The validity of each Certificate will not be contested after it has been in
force for two years from its Certificate Date.
ASSIGNMENT
The benefits of each Certificate can be assigned by the Certificate Owner only
if We agree. 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.
MISSTATEMENT OF AGE
If the age of the Annuitant has been misstated, the amount of the annuity
payable by Us shall be that provided by that portion of the amounts allocated
to effect such annuity on the basis of the corrected information without
changing the date of the first payment of such annuity. Any underpayments by Us
shall be made up immediately and any overpayments shall be charged against
future amounts becoming payable.
CERTIFICATES
Certificates will be furnished [to the Certificate Owner] by Us. Each
Certificate will summarize provisions of the Policy affecting an individual
Annuitant.
VALUE REPORTS
We will send [the Certificate Owner] reports at the times agreed upon by
[the Certificate Owner] and Us, but not less often than annually. The report
will 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.
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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) there is an order of the
SEC permitting a delay for the protection of Certificate Owners.
During such times, we may delay: 1) determination and payment of partial
withdrawals, and Surrender Values; and 2) reallocation of the Investment
Value.
We may, at any time, defer payment of partial withdrawals, Surrender Values
up to 7 business days of a written request for amounts in the Divisions.
We may defer payment of the partial withdrawals, Surrender Values on illiquid
security investments to the date such securities become available without
penalty.
CLAIMS OF CREDITORS
Proceeds described in this Certificate will be free from creditor's claims
to the extend allowed by law.
TO CLAIM DEATH BENEFITS
Contact Our Customer Service Center for instructions. Death Benefits are
usually paid within 7 business days after receipt of Due Proof of Death and
all other requirements. Interest will be paid on death proceeds from the date
we receive Due Proof of Death to date of payment. Interest will never be less
than required by applicable law.
AGENCY
Neither the Policyholder [nor any Participating Entity] nor any administrator
appointed by the foregoing is Our agent. We are not liable for any of their
acts or omissions.
CHANGE IN FEDERAL, STATE AND LOCAL TAXES
Following the effective date of any tax law, or change to any such law,
applicable to this Certificate, We have the right to change the amount due
under this Certificate for payment of such federal taxes or State and Local
Taxes. The amount of such change will be determined by the amount of changes
in the taxes imposed.
MINIMUM VALUE STATEMENT
Any Surrender Values, death benefits, or annuity provisions available under
this Certificate equal or exceed those required by the state in which the
certificate is delivered.
PROOF OF SURVIVAL
The payment of any life contingent annuity benefit will be subject to
evidence that the Annuitant is alive on that date such payments is otherwise
due.
VOTING RIGHTS
We shall notify the Certificate Owner of any Division shareholder's meetings
at which the shares held for the Certificate Owner's Account may be voted and
shall also send proxy material and a form of instruction by means of which
the Certificate Owner can instruct Us with respect to the voting of the
shares held for the Certificate Owner's Account, in connection with the
voting of Division shares held by it, We shall arrange for the handling and
tallying of proxies received from Certificate Owners. We will vote the
Division shares held by it, Division shares held by it in accordance with the
instructions received from the Certificate Owners having the right to give
voting instructions. If a Certificate Owner desires to attend any meeting in
which shares held for the Certificate Owner's benefit may be voted, the
Certificate Owner may request that We furnish a proxy or otherwise arrange
for the exercise of voting rights with respect to the Division shares held
for such Certificate Owner's Account.
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In the event that the Certificate Owner gives no instruction or leaves the
manner of voting discretionary, We will vote such shares of the appropriate
Division in the same proportion as shares of that Division for which
instructions have been received. Also, We will vote the Division Shares in
this proportionate manner which are held by Us for Our Account.
During the annuity period under a contract the number of votes will decrease as
the assets held to fund annuity benefits decrease.
EXPERIENCE CREDIT
We have the right to allow an experience credit in an amount determined by
Us, billed on the experience under the Policy. The amount of each such
experience credit may be paid in cash or applied to and used to increase
Investment Value.
ANNUITY PROVISIONS
ANNUITY COMMENCEMENT DATE
The Annuity Commencement Date is established by the Certificate Owner.
ANNUITY BENEFIT
On the Annuity Commencement Date, unless directed otherwise, We will apply
the Certificate Owner's Investment Value less applicable State and Local
Taxes, incurred but not deducted, if any, to purchase monthly income payments
according to the Annuity Option elected.
ELECTION OF ANNUITY OPTION
Election of any of these options must be made in Writing to Our Customer
Service Center at least 30 days prior to the date such election is to become
effective. The amount and form of such annuity shall be the Third Option,
unless the Annuitant provides proof to Us that the Annuitant is not married,
or, if married, proof to Us that the spouse has consented to the chosen
Annuity Option. The following information must be provided with any
annuitization request:
(a) the Annuitant's name, address, date of birth, social security number:
and, the name, address, date of birth, and social security number of the
designated secondary payee together with the percentage (from those
percentages then being made available by Us) of the annuity payments
which are to be continued and paid to the surviving payee; and
(b) if the form of annuity is not the Third Option, the form of annuity which
is to be purchased for the Annuitant as determined in accordance with the
provisions of the Annuity Options and the date annuity payments are to
commence; and
(c) any other data that may be reasonably required by Us.
DATE OF PAYMENT
The first payment under any option shall be made on the fifteenth day of the
month immediately following approval of claim for annuitization. Subsequent
payments shall be made on the fifteenth day of each subsequent month in
accordance with the manner of payment selected.
DEATH OF ANNUITANT - AFTER COMMENCEMENT OF ANNUITY PAYMENTS
In the event of the death of the Annuitant while receiving annuity payments,
the present value of any remaining guaranteed payment will be paid in one sum
to the Beneficiary unless other provisions shall have been made and approved
by Us. In the case of the Separate Account calculations (for such present
value of the remaining payments) We will assume a net investment rate of 5%
per annum. The Annuity Unit value on the date of receipt of Due Proof of
Death shall be used for the purpose of determining such present value. In the
case of the General Account the net investment rate assumed will be the rate
used by Us to determine the amount of each payment.
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ALLOCATION OF ANNUITY
The Certificate Owner electing annuity option may further elect to have the
value of the contract applied to provide a variable annuity, a fixed dollar
annuity or a combination of both. Once every 3 months, following the
commencement of annuity payments, the Annuitant may elect, in writing, to
reallocate among any Divisions on which annuity payments are based. No
reallocations may be made between the Divisions and the General Account.
If no election is made to the contrary, the value of each Division shall be
applied to provide a variable annuity based thereon.
VARIABLE ANNUITY AND FIXED DOLLAR ANNUITY
VARIABLE ANNUITY - A variable annuity is an annuity with payments increasing
or decreasing in amount in accordance with the net investment results of the
Division(s) of the Separate Account (as described in the Valuation
Provisions). After the first monthly payment for a variable annuity has been
determined in accordance with the provisions of this contract, a number of
Division Annuity Units is determined by dividing the first monthly payment by
the appropriate Division Annuity Unit value on the effective date of the
annuity payments.
Once variable annuity payments have begun, the number of Annuity Units
remains fixed with respect to a particular Division. If the Certificate Owner
elects the continuing annuity payments be reallocated to a different
Division, the number will change effective with that election but will
remain fixed in number following such election. The method of calculating the
unit value is described under Valuation Provisions.
The dollar amount of the second and subsequent variable annuity payments is
not predetermined and may increase or decrease from month to month. The
actual amount of each variable annuity payment after the first is determined
by multiplying the number of Division Annuity Units by the Division Annuity
Unit values as described in the Valuation Provisions. The Division Annuity
value will be determined no earlier than the fifth Valuation Day preceding
the date the annuity payment is due.
We guarantee that the dollar amount of variable annuity payments will not be
adversely affected by variations in the expense results and in the actual
mortality experience of payees from the mortality assumptions, including any
age adjustment, used in determining the first monthly payment.
FIXED DOLLAR ANNUITY - A fixed dollar annuity is an annuity with payments
which remain fixed as to dollar amount throughout the payment period.
ANNUITY OPTIONS
FIRST OPTION - Life Annuity - An annuity payable monthly during the lifetime
of the payee, ceasing with the last payment due prior to the death of the
payee.
SECOND OPTION - Life Annuity with 120, 180 or 240 Monthly Payments Certain -
An annuity providing monthly income to the payee for a fixed period of 120
months, 180 months, or 240 months (as selected), and for as long thereafter
as the payee shall live.
THIRD OPTION - Joint and Last Survivor Life Annuity - An annuity payable
monthly during the joint lifetime of the payee and a secondary payee, and
thereafter during the remaining lifetime of the survivor, ceasing with the
last payment prior to the death of the survivor.
[*]FOURTH OPTION - Payment for a Designated Period - An annuity payable
monthly for the number of years selected which may be from 5 to 30 years. The
remaining balance of proceeds in the Separate Account for any day is equal to
the balance on the previous day decreased by the amount of any installment
paid on that day and the remainder multiplied by the applicable experience
factor for the day as described in the valuation provisions. Any surrender
out of the option will be subject to Surrender Charges, as described in the
Specifications.
[*If this contract is issued to qualify under Section 401, 403, or 408 of the ]
Internal Revenue Code of 1954 as amended these options shall be available only
if the guaranteed payment period is less than the life expectancy of the
Annuitant at
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the time the option becomes effective. Such life expectancy will be computed
under the mortality table then in use by Us.]
ANNUITY TABLES
DESCRIPTION OF TABLES
The attached tables show the minimum dollar amount of the first monthly
payments for each $1,000 applied under the options. Under the First or Second
Options, the amount of each payment will depend upon the age of the payee at
the time the first payment is due. Under the Third Option, the amount of each
payment will depend upon the ages of both payees at the time the first
payment is due.
The variable payment annuity tables for the First, Second and Third Options
are based on the 1963s Individual Annuity Mortality Table with ages set back
one year and an interest rate of 5% per annum. The table for the Fourth
Option is based on an interest rate of 5% per annum.
The fixed annuity payment tables for the First, Second and Third Options are
based on the 1983s Individual Annuity Mortality Table with ages set back one
year and an interest rate of 3% per annum. The table for the Fourth Option is
based on an interest rate of 3% per annum.
Once the Certificate Owner has elected an annuity option, that election may
not be changed with respect to any Annuitant following the commencement of
annuity payment.
MINIMUM PAYMENT
No election of any options or combination of options may be made under this
contract unless the first payment for each effected Account, would be at
least equal to the minimum payment amount according to Our rules then in
effect. If at any time, payments to be made to any payee from each Account
are or become less than the minimum payment amount, We shall have the right
to change the frequency of payment to such intervals as will result in a
payment at least equal to the minimum. If any amount due would be less than
the minimum payment amount per annum. We may make such other settlements as
may be equitable to the payee.
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VARIABLE PAYMENT ANNUITY TABLES
AMOUNT OF FIRST MONTHLY PAYMENT
FOR EACH $1,000 APPLIED TO
VARIABLE PAYMENT ANNUITIES
Second and subsequent annuity payments, when based on the investment experience
of a Separate Account, are variable and are not guaranteed as to fixed dollar
amount.
SINGLE LIFE ANNUITY
<TABLE>
<CAPTION>
PAYEE'S
AGE MONTHLY PAYMENTS GUARANTEED
NONE 120 180 240
---- --- --- ---
<S> <C> <C> <C> <C>
35 $ 4.60 $ 4.60 $4.59 $4.57
40 4.76 4.75 4.73 4.71
45 4.97 4.95 4.92 4.88
50 5.24 5.20 5.15 5.09
51 5.30 5.26 5.20 5.13
52 5.37 5.32 5.26 5.18
53 5.44 5.38 5.32 5.23
54 5.51 5.45 5.38 5.28
55 5.59 5.52 5.44 5.33
56 5.67 5.60 5.51 5.39
57 5.76 5.68 5.58 5.45
58 5.85 5.76 5.65 5.50
59 5.95 5.85 5.73 5.56
60 6.06 5.95 5.81 5.62
61 6.18 6.05 5.89 5.68
62 6.30 6.15 5.98 5.74
63 6.43 6.26 6.06 5.80
64 6.58 6.38 6.15 5.86
65 6.73 6.51 6.25 5.92
66 6.89 6.64 6.34 5.98
67 7.07 6.77 6.44 6.04
68 7.25 6.91 6.54 6.09
69 7.45 7.06 6.63 6.14
70 7.67 7.22 6.73 6.19
75 9.03 8.06 7.19 6.38
80 11.00 8.94 7.53 6.47
85 13.85 9.68 7.72 6.50
90 17.81 10.16 7.80 6.51
</TABLE>
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JOINT AND LAST SURVIVOR ANNUITY
<TABLE>
<CAPTION>
AGE OF SECOND PAYEE
FIRST PAYEE
AGE 35 40 45 50 55 60 65 70 75 80 85 90
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
35 $4.38 $4.42 $4.46 $4.49 $4.52 $4.54 $4.56 $4.58 $4.59 $4.59 $4.60 $4.60
40 4.42 4.48 4.53 4.58 4.63 4.66 4.69 4.71 4.73 4.74 4.75 4.76
45 4.46 4.53 4.61 4.68 4.75 4.80 4.85 4.89 4.91 4.93 4.95 4.96
50 4.49 4.58 4.68 4.78 4.88 4.96 5.04 5.10 5.15 5.18 5.20 5.22
55 4.52 4.63 4.75 4.88 5.01 5.14 5.26 5.36 5.43 5.49 5.53 5.55
60 4.54 4.66 4.80 4.96 5.14 5.32 5.50 5.66 5.79 5.89 5.96 6.00
65 4.56 4.69 4.85 5.04 5.26 5.50 5.76 6.01 6.23 6.41 6.53 6.62
70 4.58 4.71 4.89 5.10 5.36 5.66 6.01 6.38 6.74 7.04 7.28 7.44
75 4.59 4.73 4.91 5.15 5.43 5.79 6.23 6.74 7.27 7.79 8.21 8.52
80 4.59 4.74 4.93 5.18 5.49 5.89 6.41 7.04 7.79 8.57 9.30 9.89
85 4.60 4.75 4.95 5.20 5.53 5.96 6.53 7.28 8.21 9.30 10.45 11.47
90 4.60 4.76 4.96 5.22 5.55 6.00 6.62 7.44 8.52 9.89 11.47 13.06
</TABLE>
PAYMENTS FOR A DESIGNATED PERIOD
<TABLE>
<CAPTION>
AMOUNT AMOUNT AMOUNT AMOUNT AMOUNT AMOUNT
NO. OF NO. OF NO. OF NO. OF NO. OF NO. OF
OF MONTHLY OF MONTHLY OF MONTHLY OF MONTHLY OF MONTHLY OF MONTHLY
YEARS PAYMENTS YEARS PAYMENTS YEARS PAYMENTS YEARS PAYMENTS YEARS PAYMENTS YEARS PAYMENTS
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
5 $18.74 10 $10.51 15 $7.82 20 $6.51 25 $5.76 30 $5.28
6 15.99 11 9.77 16 7.49 21 6.33 26 5.65
7 14.02 12 9.16 17 7.20 22 6.17 27 5.54
8 12.56 13 8.64 18 6.94 23 6.02 28 5.45
9 11.42 14 8.20 19 6.71 24 5.66 29 5.36
</TABLE>
The monthly payment for any combination of ages not shown will be quoted upon
request.
16
<PAGE>
FIXED PAYMENT ANNUITY TABLES
AMOUNT OF MONTHLY PAYMENT
FOR EACH $1,000 APPLIED TO
FIXED PAYMENT ANNUITIES
Payments are fixed and are guaranteed as to fixed dollar amounts.
FIXED AND SECOND OPTIONS - SINGLE LIFE ANNUITIES WITH:
<TABLE>
<CAPTION>
PAYEE'S
AGE MONTHLY PAYMENTS GUARANTEED
NONE 120 180 240
<S> <C> <C> <C> <C>
35 $ 3.32 $ 3.32 $3.31 $3.30
40 3.50 3.49 3.48 3.47
45 3.73 3.72 3.70 3.67
50 4.02 3.99 3.96 3.91
51 4.09 4.06 4.02 3.96
52 4.16 4.12 4.08 4.01
53 4.23 4.19 4.15 4.07
54 4.31 4.27 4.21 4.13
55 4.39 4.35 4.28 4.19
56 4.48 4.43 4.36 4.25
57 4.57 4.51 4.43 4.32
58 4.67 4.60 4.51 4.38
59 4.77 4.70 4.60 4.45
60 4.88 4.80 4.68 4.51
61 5.00 4.90 4.77 4.58
62 5.13 5.02 4.87 4.65
63 5.26 5.13 4.96 4.72
64 5.41 5.26 5.06 4.79
65 5.56 5.39 5.16 4.85
66 5.73 5.52 5.26 4.92
67 5.90 5.67 5.37 4.98
68 6.09 5.81 5.48 5.04
69 6.29 5.97 5.58 5.10
70 6.50 6.13 5.69 5.15
75 7.85 7.02 6.19 5.36
80 9.80 7.95 6.56 5.47
</TABLE>
17
<PAGE>
THIRD OPTION - JOINT AND LAST SURVIVOR ANNUITY
<TABLE>
<CAPTION>
AGE OF SECOND PAYEE
FIRST PAYEE
AGE 35 40 45 50 55 60 65 70 75 80
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
35 $3.08 $3.14 $3.18 $3.22 $3.25 $3.27 $3.29 $3.30 $3.31 $3.31
40 3.14 3.21 3.28 3.34 3.38 3.42 3.45 3.47 3.48 3.49
45 3.18 3.28 3.37 3.46 3.53 3.59 3.63 3.67 3.69 3.71
50 3.22 3.34 3.46 3.57 3.68 3.78 3.85 3.91 3.95 3.98
55 3.25 3.38 3.53 3.68 3.84 3.98 4.10 4.20 4.27 4.32
60 3.27 3.42 3.59 3.76 3.98 4.18 4.37 4.53 4.66 4.75
65 3.29 3.45 3.63 3.85 4.10 4.37 4.65 4.91 5.12 5.29
70 3.30 3.47 3.67 3.91 4.20 4.53 4.91 5.29 5.65 5.95
75 3.31 3.48 3.69 3.95 4.27 4.66 5.12 5.65 6.20 6.71
80 3.31 3.49 3.71 3.98 4.32 4.75 5.29 5.95 6.71 7.50
</TABLE>
PAYMENTS FOR A DESIGNATED PERIOD
<TABLE>
<CAPTION>
AMOUNT AMOUNT AMOUNT AMOUNT AMOUNT AMOUNT
NO. OF NO. OF NO. OF NO. OF NO. OF NO. OF
OF MONTHLY OF MONTHLY OF MONTHLY OF MONTHLY OF MONTHLY OF MONTHLY
YEARS PAYMENTS YEARS PAYMENTS YEARS PAYMENTS YEARS PAYMENTS YEARS PAYMENTS YEARS PAYMENTS
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
5 $17.91 10 $9.61 15 $6.87 20 $5.51 25 $4.71 30 $4.18
6 15.14 11 8.66 16 6.53 21 5.32 26 4.59
7 13.16 12 8.24 17 6.23 22 5.15 27 4.47
8 11.68 13 7.71 18 5.96 23 4.99 28 4.37
9 10.53 14 7.26 19 5.73 24 4.84 29 4.27
</TABLE>
The monthly payment for any combination of ages not shown will be quoted upon
request.
18
<PAGE> HARTFORD LIFE INSURANCE COMPANY
(HEREIN CALLED WE, OUR AND US)
HARTFORD CT
Policyholder: [XYZ Corporation] Certificate Number: [12345]
Issued in: [Connecticut] and governed Effective Date: [May 1, 1994]
by its laws the date the group policy takes
Policy [May 1, 1994 and effect which is also its Date
Anniversary: each May 1 after that] of Issue.
Hartford Life Insurance Company, in consideration of the application of this
Certificate and the payment of premiums, agrees, subject to the terms and
conditions of this certificate, to provide benefits as provided herein. This
Certificate is subject to the laws of the jurisdiction where it is delivered.
All provisions set forth on the following pages are a part of this
Certificate.
RIGHT TO EXAMINE CERTIFICATE
We want you to be satisfied with the certificate you have purchased. we urge
you to closely examine its provisions. If for any reasons you are not
satisfied with your purchase you may surrender the Certificate by returning
the Certificate within ten days after you receive it. A written request for
cancellation must accompany the Certificate. In such event, we will pay the
Certificate Owner an amount equal to the sum of (i) the difference between
the premiums paid and the amounts allocated to any Division under the
Certificate and (ii) the Investment Value on the date of surrender. The
Certificate Owner bears only the investment risk during the period prior to
Our receipt of request for cancellation.
Signed for HARTFORD LIFE INSURANCE COMPANY.
SECRETARY PRESIDENT
/s/ B. Gardner /s/ "illegible"
GROUP FLEXIBLE PREMIUM VARIABLE ANNUITY CERTIFICATE
Variable cash surrender values while the annuitant and Certificate Owner are
living and prior to the Annuity Commencement Date. Death benefit subject to
guaranteed minimum. Partial withdrawal option. Non-participating. Individual
allocations. All payments and values provided by this Certificate, when based
on investment experience of a Separate Account, are variable and are not
guaranteed as to a fixed dollar amount. Details of the variable provisions
are described under Valuation Provisions.
HARTFORD LIFE INSURANCE COMPANY
200 HOPMEADOW STREET
SIMSBURY, CONNECTICUT 06070
GVA94(C)
<PAGE>
TABLE OF CONTENTS
The contents of this Certificate appear in the following order:
SPECIFICATIONS
DEFINITIONS
WITHDRAWAL, TERMINATION AND CONTINUATION PROVISIONS
CONTROL PROVISIONS
PREMIUM PAYMENT PROVISIONS
ALLOCATION PROVISIONS
VALUATION PROVISIONS
GENERAL PROVISIONS
ANNUITY PROVISIONS
ANNUITY TABLES
2
GVA94(C)
<PAGE>
SPECIFICATIONS
PREMIUM PAYMENT AND INVESTMENT INFORMATION
Annuitant [John Doe]
Annuitant Date of Birth [January 30, 1949]
Contingent Annuitant [Mary Doe]
Contingent Date of Birth [March 18, 1949]
Certificate Date [May 1, 1994]
Certificate Owner [John Doe]
Certificate Owner Date of Birth [June 1, 1950]
Annuity Commencement Date [June 1, 2040]
Initial Premium Payment [$50,000]
Subsequent premiums are flexible as indicated in the Premium Payment Provisions.
Minimum Subsequent Premium [$1,000]
Allocations
Initial Allocation [100% - Money Market Fund]
Maximum Divisions at any one time [5]
Reallocation changes per
Certificate Year [12]
Separate Account: [ICMG Secular Trust Separate Account]
<TABLE>
<CAPTION>
DIVISION BASED ON:
<S> <C>
Money Market Fund HVA Money Market Fund, Inc.
Aggressive Growth Fund HVA Aggressive Growth Fund
Hartford Bond Fund Hartford Bond Fund, Inc.
Partners Portfolio Partners Portfolio of Neuberger & Berman
Advisers Management Trust
Balanced Portfolio Balanced Portfolio of Neuberger & Berman
Advisers Management Trust
Limited Maturity Bond Portfolio Limited Maturity Bond Portfolio of
Neuberger & Berman Advisers Management
Trust
Equity-Income Portfolio Equity-Income Portfolio of Fidelity
Variable Insurance Products Fund
Asset Manager Portfolio Asset Manager Portfolio of Fidelity
Variable Insurance Products Fund II
High Income Portfolio High Income Portfolio of Fidelity
Variable Insurance Products Fund
Alger American Small Cap Portfolio Small Cap Portfolio of Alger American
Fund
Alger American Growth Portfolio Growth Portfolio of Alger American Fund
Emerging Markets Series Emerging Markets Series of GCG Trust
</TABLE>
or other funds as may be made available from time to time.
3A
GVA94(C)
<PAGE>
SEPARATE ACCOUNT DEDUCTIONS
We charge .65% of the assets in each Division on an annual basis equal to a
daily charge of .001781% for mortality and expense risks.
The Separate Account is governed by Our state of domicile.
Each Division invests in shares of the portfolios as designated.
POLICY FACTS
<TABLE>
<CAPTION>
<S> <C>
PARTIAL WITHDRAWAL OF CASH SURRENDER VALUE
Maximum Withdrawal [Amount which will reduce the
remaining Investment Value to Our
minimum level.]
Minimum Withdrawal [$1,000]
Number Per Certificate Year [12]
RIDERS [None]
CHARGES
EXPENSE CHARGES
Premium Loading [Maximum 4.6% of premiums collected
plus a percentage of premiums to
cover State and Local Taxes, plus
.43% of premiums at cover the cost of
federal taxes imposed under Section
848 of the Internal Revenue Code. We
will adjust the chargges to cover
taxes based on changes in applicable
tax law.]
Administrative Expense Charges [$2.50 per month]
Surrender Charges [None]
Excess Reallocation Charges [Not Applicable]
</TABLE>
GVA94(C)
3B
<PAGE>
DEFINITIONS
ACCUMULATION PERIOD is the period from the Certificate Date to the Annuity
Commencement Date.
ACCUMULATION UNIT means an accounting unit of measure used to calculate the
Separate Account values during the Accumulation Period.
ADMINISTRATIVE EXPENSE CHARGES are deducted on each Processing Date from
Investment Value, as shown in the Specifications, to cover the costs
associated with administration of the policy.
ALLOCATION DATE(S) means the dates We receive and accept premiums(s).
Premiums are applied to the separate account Divisions on these Allocation
Dates.
ANNUITY COMMENCEMENT DATE means the date payment of an annuity is to begin
under each Certificate.
ANNUITY UNIT means an accounting unit of measure used to calculate the amount
of annuity payments under the variable annuity option.
ANNUITANT(S) means the person named as such in the Specifications.
BENEFICIARY means the person named as such. The Beneficiary is entitled to
receive benefits under the Certificate in case of death of the Annuitant or
Certificate Owner.
CERTIFICATE DATE means the date shown in the Specifications.
CERTIFICATE OWNER means the entity or person named as such.
CERTIFICATE YEAR(S) means the 12 month period following the Certificate Date
and each anniversary thereof.
CHARGES includes the following:
Expense Charges mean Premium Loading, Administrative Expense Charges, and
Excess Reallocation Charges, as shown in the Specifications.
Investment 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 or partial
withdrawal of the Investment Value under a Certificate. The amount charged is
shown in the Specifications.
CONTINGENT ANNUITANT means the person designated by the Certificate Owner
who, upon the Annuitant's death prior to the Annuity Commencement Date,
becomes the Annuitant.
CUSTOMER SERVICE CENTER means the service area of Hartford Life Insurance
Company.
DIVISION(S) means Divisions of the Separate account.
DUE PROOF OF DEATH means a certified copy of the death Certificate, an order
of a court of competent jurisdiction, or any other proof acceptable to Us.
EXCESS REALLOCATION CHARGES is a charge for each reallocation in excess of
the number permitted without charge, as shown in the Specifications.
GENERAL ACCOUNT means all assets of Ours other than those contained in Our
Separate Accounts.
INVESTMENT VALUE means the sum of the values of a Certificate Owner's
Accumulation Unit for each Division.
NYSE means the New York Stock Exchange.
GVA94(C)
4
<PAGE>
PARTICIPATING ENTITY means an employer or other entity who is approved to allow
its employees or members to purchase an annuity under the Policy.
POLICYHOLDER means the person or entity to whom the Policy is issued.
PREMIUM LOADING a percentage of premium charge, as shown in the Specifications,
deducted at the time a premium payment is received by US to cover sales loads,
State and Local Taxes, and 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 tax law.
PROCESSING DATE(S) means the days on which We deduct charges from the
Investment Value. The first Processing Date is the Certificate Date. There is
a Processing Date each month. Later Processing Dates are on the same calendar
day as the Certificate Date, or on the last day of any month which has no
such calendar day.
PROCESSING PERIOD means the period from the Certificate Date to the next
Processing Date and thereafter the period from one Processing Date to the
next.
SEC means the Securities and Exchange Commission.
SEPARATE ACCOUNT means an account established by Us to separate the assets
funding the variable benefits for the class of contract to which this
contract belongs from other assets of Ours. We own the assets in the Separate
Account. The assets in the Separate Account are not chargeable with
liabilities arising out of any other business We may conduct. Income and
realized gains or losses from assets in a Separate Account are credited to or
charged against that Separate Account without regard to income, gains or
losses in Our General Account or Our other Separate Accounts. The Separate
Account and the funds which are the underlying securities of the Separate
Account, are listed in the Specifications beginning on page 3.
STATE AND LOCAL TAX means the amount of taxes, if any, charged by a state or
municipality.
SURRENDER VALUE means the value of the Certificate upon surrender, as described
in the Termination and Continuation Section.
VALUATION PERIOD means each business day together with any non-business days
before it. 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.
GVA94(C)
5
<PAGE>
TERMINATION AND CONTINUATION
FULL SURRENDER - PRIOR TO ANNUITY COMMENCEMENT DATE
Prior to the Annuity Commencement Date, the Certificate Owner has the right
to terminate this Certificate by submitting a written request to Our Customer
Service Center. In such event, the Surrender Value of this Certificate may be
taken in the form of a cash settlement.
The Surrender Value of this Certificate is equal to the Investment Value less:
(a) any applicable State and Local Taxes not previously deducted; and
(b) any Charges incurred but not previously deducted.
The Surrender Value provided by this Certificate is not less than the minimum
value required by the insurance laws of the state in which the policy is
issued.
PARTIAL WITHDRAWAL - PRIOR TO ANNUITY COMMENCEMENT DATE
The Certificate Owner may request, in writing, a partial withdrawal of
Investment Values at any time, provided the Investment Value remaining after
the withdrawal is at least equal to Our minimum amount rules then in effect.
If the remaining Investment Value following such withdrawal is less than Our
minimum amount rules, We will terminate this Certificate and pay the
Surrender Value.
The Surrender Charge, described in the Specifications will be assessed
against any Investment Values withdrawn.
For Federal tax purposes, any partial withdrawal will be deemed to be first
from earnings, to the extent that they exist, and then from premium payments.
TERMINATION AFTER THE ANNUITY COMMENCEMENT DATE
The Certificate may not be surrendered for its Surrender Value after the
commencement of annuity payments, except as permitted in Option Four, as
described in Annuity Provisions.
CONTINUATION
If the Policy is terminated, the rights, controls, and obligations that
belong to the Certificate Owner will continue. This Certificate will
terminate the earlier of the date the death benefit is paid, the date the
Certificate is surrendered for its Investment Value, or the date annuity
payments are no longer payable.
DEATH BENEFIT
Prior to the Annuity Commencement Date, the death benefit will be the
Investment Value on the date of receipt of Due Proof of Death at Our Customer
Service Center. If the deceased, whether it is the Annuitant or the
Certificate Owner, has not attained age 85, then the death benefit will be
the greater of:
(a) The Investment Value on the date of receipt of Due Proof of Death at our
Customer Service Center; or
(b) 100% of all premium payments made by Certificate Owner under this
Certificate, reduced by the amount of any partial withdrawals since the
Certificate Date.
The death benefit may be taken in one sum or under any of the settlement
options then being offered by the Company, provided, however, that: (a) in
the event of the death of any Certificate Owner prior to the Annuity
Commencement Date, the entire interest in the Certificate will be distributed
within 5 years after the death of the Certificate Owner and (b) in the event
of the death of any Certificate Owner or Annuitant which occurs on or after
the annuity Commencement Date, any remaining interest in the Certificate will
be paid at least as rapidly as under the method of distribution in effect at
the time of death, except that, if the benefit is payable over a period not
extending beyond the life expectancy of the Beneficiary or over the life of
the Beneficiary, such distribution must commence within one year of the date
of death.
GVA94(C)
6
<PAGE>
Notwithstanding the foregoing, in the event of the Certificate Owner's death
where the sole Beneficiary is the spouse of the Certificate Owner and the
Annuitant or Contingent Annuitant is living, such spouse may elect, in lieu
of receiving the death benefit, to be treated as the Certificate Owner. Only
one such spousal election is permitted with respect to any Certificate.
Notwithstanding any provisions to the contrary, if the Certificate is owned
by a corporation or other non-individual, a death benefit will be paid upon
the death of the Annuitant prior to the Annuity Commencement Date. Such
benefit will be payable only as one sum or under the same settlement options
and in the same manner as if an individual Certificate Owner died on the date
of the Annuitant's death.
When payment is taken in one sum, payment will be made within 7 days after
the date Due Proof of Death is received, except as provided in General
Provisions - Payments We May Defer. Any payment subject to such deferral and
made with respect to the death of a Certificate Owner (or death of Annuitant
in the case of a non-individual Certificate Owner) prior to the Annuity
Commencement Date will be distributed no later than 5 years after the date of
death.
CONTROL PROVISIONS
ANNUITANT AND CONTINGENT ANNUITANT
The Annuitant may not be changed. The designation of Contingent Annuitant
will remain in effect until changed by the Certificate Owner. Changes in the
designation of Contingent Annuitant may be made at any time prior to the
Annuity Commencement Date by written notice to Us.
POLICYHOLDER
The designation of Policyholder will remain in effect until changed by the
Policyholder. Changes in the designation of the Policyholder may be made by
the Policyholder by written notice to Us.
CERTIFICATE OWNER
The designation of Certificate Owner will remain in effect until changed by
the Certificate Owner. Changes in the designation of the Certificate Owner may
be made during the lifetime of the Annuitant by written notice to Us.
The Certificate Owner may exercise all rights, options, and privileges
granted by the Policy or permitted by Us and to agree with Us to any change in
or amendment to the Policy. The rights of the Certificate Owner shall be
subject to the rights of any assignee. (See General Provisions - Assignment)
BENEFICIARY
The Beneficiary is designated by the Certificate Owner. Changes in the
Beneficiary may be made during the lifetime of the Annuitant and Certificate
Owner by written notice to Us.
If the Beneficiary has been designated irrevocably, however, such designation
cannot be changed or revoked without such Beneficiary's written consent. Upon
receipt of notice satisfactory to Us and written consent, if required, at Our
Customer Service Center, the new designation will take effect as of the date
the notice is signed, whether or not the Annuitant or Certificate Owner is alive
at the time of receipt of such notice. The change will be subject to any
payments made or other action taken by Us before the receipt of the notice.
In the event of the death of the Annuitant, prior to the Annuity Commencement
Date, when there is no surviving Contingent Annuitant, the Beneficiary will be
the Beneficiary then in effect. If there is no Beneficiary in effect or if
the Beneficiary is no longer living, the Certificate Owner will be the
Beneficiary. If the Annuitant is the sole Certificate Owner and there is no
Beneficiary in effect, the Annuitant's estate will be the Beneficiary.
In the event of the death of the Certificate Owner prior to the Annuity
Commencement Date, the Beneficiary will be the Beneficiary then in effect. If
no Beneficiary designation is in effect or if the Beneficiary has predeceased
the Certificate Owner, the Certificate Owner's estate will be the Beneficiary.
GVA94(C)
7
<PAGE>
PREMIUM PAYMENT PROVISIONS
Premium payments are payable at Our Customer Service Center. Payments may be
made by check payable to Hartford Life Insurance Company or by any other
method acceptable to Us. We reserve the right to limit the amount of any
premium payment.
The Initial Premium Payment is shown in the Specifications. This is a
flexible premium variable annuity. Additional payments may be accepted by Us.
The additional payments must be at least equal to the minimum subsequent
premium payment shown in the Specifications.
ALLOCATION PROVISIONS
PREMIUMS
Each net premium payment is equal to the premium less Premium Loading shown
in the Specifications. Each net premium payment is allocated to selected
Divisions on the date We receive and accept it. The initial allocation is
shown in the Specifications.
The percentage allocation for future net 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.
REALLOCATION OF INVESTMENT VALUE
The Investment Value can be reallocated among the Divisions, subject to the
provisions in the Specifications. The number of changes permitted without
charge each Certificate 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,
if any, for reallocation into and out of the Divisions are shown in the
Specifications.
The right to reallocate Investment Values between the Divisions is subject to
modification if We determine, in Our sole opinion, that the exercise of that
right by one or more Certificate Owners is, or would be, to the disadvantage of
other Certificate Owners. Any modification could be applied to reallocations to
or from some or all of the Divisions and could include, but not be limited to,
the requirement of a minimum time period between each reallocation, not
accepting reallocation requests of an agent acting under a power of attorney on
behalf of more than one Certificate Owner, or limiting the dollar amount that
may be reallocated between the Divisions by a Certificate Owner at any one time.
Such restrictions may be applied in any manner reasonably designed to prevent
any use of the transfer right which is considered by Us to be to the
disadvantage of other Certificate Owners.
ALLOCATION OF CHARGES
All Expense Charges deducted from the Investment Value on a Processing Date
will be made from the Divisions in proportion to the Investment Value in each
Division determined after any premium payments, partial withdrawals, or
reallocations have been made.
VALUATION PROVISIONS
VALUATION PERIOD
Each division will be valued at the end of each Valuation Period.
CHANGES WITHIN THE SEPARATE ACCOUNT
We may, at times, make additional Separate Account Divisions or make
additional Separate account available. We may also eliminate Divisions,
combine two or more Divisions or substitute a new underlying fund for the
underlying fund in which a Division invests. We will get approval from the
regulatory authority of our state of domicile before making any substitution.
We will also obtain any other required approvals.
GVA94(C)
8
<PAGE>
[Copy to Come]
GVA94(C)
9
<PAGE>
made by the Policyholder, [Participating Entity] or any Certificate Owner 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, in an application signed by the Certificate Owner, or in a
written instrument signed by the [Participating Entity, or] Certificate
Owner, a copy of which has been furnished to the Certificate Owner,
[Participating Entity,] beneficiary or Policyholder.
AUTHORITY TO CHANGE
We reserve the right to modify the Policy and/or Certificate, but only if
such modification is necessary: (i) to make the Policy, Certificate, or
Separate Account comply with any law or regulation issued by a governmental
agency to which We are subject; or (ii) to assure continued tax advantages for
the Policy and Certificate under the Code or other federal or state laws; or
(iii) to reflect a change in the operation of the Separate Account or the
Division(s); or (iv) to provide additional Separate Account options; or (v) to
withdraw Separate Account options. In the event of any such modifications, We
will provide notice to the Policyholder and/or Certificate Owner or to the
payee(s) during the annuity period. We may also make appropriate endorsement
in the Policy and/or Certificate to reflect such modification. No agent or
broker has the authority to change any of the terms of this Policy or
Certificate or to make any agreements binding on Us.
The Certificates issued under the Policy to which this endorsement is
attached are intended to qualify as annuity contracts for Federal tax
purposes. To that end, the provisions of the Policy and Certificates are
interpreted and administered to ensure or maintain such tax qualification,
notwithstanding any other provisions to the contrary.
NON-PARTICIPATING
The Policy does not participate in Our divisible surplus.
INCONTESTABILITY
The validity of each Certificate will not be contested after it has been in
force for two years from its Certificate Date.
ASSIGNMENT
The benefits of each Certificate can be assigned by the Certificate Owner only
if We agree. 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.
MISSTATEMENT OF AGE
If the age of the Annuitant has been misstated, the amount of the annuity
payable by Us shall be that provided by that portion of the amounts allocated
to effect such annuity on the basis of the corrected information without
changing the date of the first payment of such annuity. Any underpayments by Us
shall be made up immediately and any overpayments shall be charged against
future amounts becoming payable.
CERTIFICATES
Certificates will be furnished [to the Certificate Owner] by Us. Each
Certificate will summarize provisions of the Policy affecting an individual
Annuitant.
VALUE REPORTS
We will send [the Certificate Owner] reports at the times agreed upon by
[the Certificate Owner] and Us, but not less often than annually. The report
will 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.
GVA94(C)
10
<PAGE>
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) there is an order of the
SEC permitting a delay for the protection of Certificate Owners.
During such times, we may delay: 1) determination and payment of partial
withdrawals, and Surrender Values; and 2) reallocation of the Investment
Value.
We may, at any time, defer payment of partial withdrawals, Surrender Values
up to 7 business days of a written request for amounts in the Divisions.
We may defer payment of the partial withdrawals, Surrender Values on illiquid
security investments to the date such securities become available without
penalty.
CLAIMS OF CREDITORS
Proceeds described in this Certificate will be free from creditor's claims
to the extent allowed by law.
TO CLAIM DEATH BENEFITS
Contact Our Customer Service Center for instructions. Death Benefits are
usually paid within 7 business days after receipt of Due Proof of Death and
all other requirements. Interest will be paid on death proceeds from the date
we receive Due Proof of Death to date of payment. Interest will never be less
than required by applicable law.
AGENCY
Neither the Policyholder [nor any Participating Entity] nor any administrator
appointed by the foregoing is Our agent. We are not liable for any of their
acts or omissions.
CHANGE IN FEDERAL, STATE AND LOCAL TAXES
Following the effective date of any tax law, or change to any such law,
applicable to this Certificate, We have the right to change the amount due
under this Certificate for payment of such federal taxes or State and Local
Taxes. The amount of such change will be determined by the amount of changes
in the taxes imposed.
MINIMUM VALUE STATEMENT
Any Surrender Values, death benefits, or annuity provisions available under
this Certificate equal or exceed those required by the state in which the
Certificate is delivered.
PROOF OF SURVIVAL
The payment of any life contingent annuity benefit will be subject to
evidence that the Annuitant is alive on that date such payment is otherwise
due.
VOTING RIGHTS
We shall notify the Certificate Owner of any Division shareholder's meetings
at which the shares held for the Certificate Owner's Account may be voted and
shall also send proxy material and a form of instruction by means of which
the Certificate Owner can instruct Us with respect to the voting of the
shares held for the Certificate Owner's Account. In connection with the
voting of Division shares held by it, We shall arrange for the handling and
tallying of proxies received from Certificate Owners. We will vote the
Division shares held by it in accordance with the instructions received from
the Certificate Owners having the right to give voting instructions. If a
Certificate Owner desires to attend any meeting at which shares held for the
Certificate Owner's benefit may be voted, the Certificate Owner may request
that We furnish a proxy or otherwise arrange for the exercise of voting rights
with respect to the Division shares held for such Certificate Owner's Account.
GVA94(C)
11
<PAGE>
In the event that the Certificate Owner gives no instructions or leaves the
manner of voting discretionary, We will vote such shares of the appropriate
Division in the same proportion as shares of that Division for which
instructions have been received. Also, We will vote the Division Shares in
this proportionate manner which are held by Us for Our Account.
During the annuity period under a contract the number of votes will decrease as
the assets held to fund annuity benefits decrease.
EXPERIENCE CREDIT
We have the right to allow an experience credit in an amount determined by
Us, billed on the experience under the Policy. The amount of each such
experience credit may be paid in cash or applied to and used to increase
Investment Value.
ANNUITY PROVISIONS
ANNUITY COMMENCEMENT DATE
The Annuity Commencement Date is established by the Certificate Owner.
ANNUITY BENEFIT
On the Annuity Commencement Date, unless directed otherwise, We will apply
the Certificate Owner's Investment Value less applicable State and Local
Taxes, incurred but not deducted, if any, to purchase monthly income payments
according to the Annuity Option elected.
ELECTION OF ANNUITY OPTION
Election of any of these options must be made in Writing to Our Customer
Service Center at least 30 days prior to the date such election is to become
effective. The amount and form of such annuity shall be the Third Option,
unless the Annuitant provides proof to Us that the Annuitant is not married,
or, if married, proof to Us that the spouse has consented to the chosen
Annuity Option. The following information must be provided with any
annuitization request:
(a) the Annuitant's name, address, date of birth, social security number;
and, the name, address, date of birth, and social security number of
the designated secondary payee together with the percentage (from those
percentages then being made available by Us) of the annuity payments
which are to be continued and paid to the surviving payee; and
(b) if the form of annuity is not the Third Option, the form of annuity
which is to be purchased for the Annuitant as determined in accordance
with the provisions of the Annuity Options and the date annuity
payments are to commence; and
(c) any other data that may be reasonably required by Us.
DATE OF PAYMENT
The first payment under any option shall be made on the fifteenth day of the
month immediately following approval of claim for annuitization. Subsequent
payments shall be made on the fifteenth day of each subsequent month in
accordance with the manner of payment selected.
DEATH OF THE ANNUITANT - AFTER COMMENCEMENT OF ANNUITY PAYMENTS
In the event of the death of the Annuitant while receiving annuity payments,
the present value of any remaining guaranteed payments will be paid in one sum
to the Beneficiary unless other provisions shall have been made and approved
by the Us. In the case of the Separate Account calculations (for such present
value of the remaining payments) We will assume a net investment rate of 5%
per annum. The Annuity Unit value on the date of receipt of Due Proof of
Death shall be used for the purpose of determining such present value. In the
case of the General Account the net investment rate assumed will be the rate
used by Us to determine the amount of each payment.
GVA94(C)
12
<PAGE>
ALLOCATION OF ANNUITY
The Certificate Owner electing an annuity option may further elect to have the
value of the contract applied to provide a variable annuity, a fixed dollar
annuity or a combination of both. Once every 3 months, following the
commencement of annuity payments, the Annuitant may elect, in writing, to
reallocate among any Divisions on which annuity payments are based. No
reallocations may be made between the Divisions and the General Account.
If no election is made to the contrary, the value of each Division shall be
applied to provide a variable annuity based thereon.
VARIABLE ANNUITY AND FIXED DOLLAR ANNUITY
VARIABLE ANNUITY - A variable annuity is an annuity with payments increasing
or decreasing in amount in accordance with the net investment results of the
Division(s) of the Separate Account (as described in the Valuation
Provisions). After the first monthly payment for a variable annuity has been
determined in accordance with the provisions of this contract, a number of
Division Annuity Units is determined by dividing that first monthly payment by
the appropriate Division Annuity Unit value on the effective date of the
annuity payments.
Once variable annuity payments have begun, the number of Annuity Units remains
fixed with respect to a particular Division. If the Certificate Owner elects
that continuing annuity payments be reallocated to a different Division, the
number will change effective with that election but will remain fixed in
number following such election. The method of calculating the unit value is
described under Valuation Provisions.
The dollar amount of the second and subsequent variable annuity payments is
not predetermined and may increase or decrease from month to month. The
actual amount of each variable annuity payment after the first is determined
by multiplying the number of Division Annuity Units by the Division Annuity
Unit values as described in the Valuation Provisions. The Division Annuity
Unit value will be determined no earlier than the fifth Valuation Day
preceding the date the annuity payment is due.
We guarantee that the dollar amount of variable annuity payments will not be
adversely affected by variations in the expense results and in the actual
mortality experience of payees from the mortality assumptions, including any
age adjustment, used in determining the first monthly payment.
FIXED DOLLAR ANNUITY - A fixed dollar annuity is an annuity with payments
which remain fixed as to dollar amount throughout the payment period.
ANNUITY OPTIONS
FIRST OPTION - Life Annuity - An annuity payable monthly during the lifetime
of the payee, ceasing with the last payment due prior to the death of the
payee.
SECOND OPTION - Life Annuity with 120, 180 or 240 Monthly Payments Certain -
An annuity providing monthly income to the payee for a fixed period of 120
months, 180 months, or 240 months (as selected), and for as long thereafter
as the payee shall live.
THIRD OPTION - Joint and Last Survivor Life Annuity - An annuity payable
monthly during the joint lifetime of the payee and a secondary payee, and
thereafter during the remaining lifetime of the survivor, ceasing with the
last payment prior to the death of the survivor.
[*]FOURTH OPTION - Payment for a Designated Period - An annuity payable
monthly for the number of years selected which may be from 5 to 30 years. The
remaining balance of proceeds in the Separate Account for any day is equal to
the balance on the previous day decreased by the amount of any installment
paid on that day and the remainder multiplied by the applicable experience
factor for the day as described in the valuation provisions. Any surrender
out of this option will be subject to Surrender Charges, as described in the
Specifications.
[*If this contract is issued to qualify under Section 401, 403, or 408 of the
Internal Revenue Code of 1954 as amended, these options shall be available
only if the guaranteed payment period is less than the life expectancy of the
Annuitant at
GVA94(C)
13
<PAGE>
the time the option becomes effective. Such life expectancy will be computed
under the mortality table then in use by Us.]
ANNUITY TABLES
DESCRIPTION OF TABLES
The attached tables show the minimum dollar amount of the first monthly
payments for each $1,000 applied under the options. Under the First or Second
Options, the amount of each payment will depend upon the age of the payee at
the time the first payment is due. Under the Third Option, the amount of each
payment will depend upon the ages of both payees at the time the first
payment is due.
The variable payment annuity tables for the First, Second and Third Options
are based on the 1983a Individual Annuity Mortality Table with ages set back
one year and an interest rate of 5% per annum. The table for the Fourth
Option is based on an interest rate of 5% per annum.
The fixed annuity payment tables for the First, Second and Third Options are
based on the 1983a Individual Annuity Mortality Table with ages set back one
year and an interest rate of 3% per annum. The table for the Fourth Option is
based on an interest rate of 3% per annum.
Once the Certificate Owner has elected an annuity option, that election may
not be changed with respect to any Annuitant following the commencement of
annuity payment.
MINIMUM PAYMENT
No election of any options or combination of options may be made under this
contract unless the first payment for each effected Account would be at least
equal to the minimum payment amount according to Our rules then in effect. If
at any time, payments to be made to any payee from each Account are or become
less than the minimum payment amount, We shall have the right to change the
frequency of payment to such intervals as will result in a payment at least
equal to the minimum. If any amount due would be less than the minimum payment
amount per annum, We may make such other settlement as may be equitable to
the payee.
GVA94(C)
14
<PAGE>
VARIABLE PAYMENT ANNUITY TABLES
AMOUNT OF FIRST MONTHLY PAYMENT
FOR EACH $1,000 APPLIED TO
VARIABLE PAYMENT ANNUITIES
Second and subsequent annuity payments, when based on the investment experience
of a Separate Account, are variable and are not guaranteed as to fixed dollar
amount.
SINGLE LIFE ANNUITY
<TABLE>
<CAPTION>
PAYEE'S
AGE MONTHLY PAYMENTS GUARANTEED
NONE 120 180 240
---- --- --- ---
<S> <C> <C> <C> <C>
35 $ 4.50 $ 4.60 $4.59 $4.57
40 4.76 4.75 4.73 4.71
45 4.97 4.95 4.92 4.88
50 5.24 5.20 5.15 5.09
51 5.30 5.26 5.20 5.13
52 5.37 5.32 5.26 5.18
53 5.44 5.38 5.32 5.23
54 5.51 5.45 5.38 5.28
55 5.59 5.52 5.44 5.33
56 5.67 5.60 5.51 5.39
57 5.76 5.68 5.58 5.45
58 5.85 5.76 5.65 5.50
59 5.95 5.85 5.73 5.56
60 6.06 5.95 5.81 5.62
61 6.18 6.05 5.89 5.68
62 6.30 6.15 5.98 5.74
63 6.43 6.26 6.06 5.80
64 6.58 6.38 6.15 5.86
65 6.73 6.51 6.25 5.92
66 6.89 6.64 6.34 5.98
67 7.07 6.77 6.44 6.04
68 7.25 6.91 6.54 6.09
69 7.45 7.06 6.63 6.14
70 7.67 7.22 6.73 6.19
75 9.03 8.06 7.19 6.38
80 11.00 8.94 7.53 6.47
85 13.85 9.68 7.72 6.50
90 17.81 10.16 7.80 6.51
</TABLE>
15
<PAGE>
JOINT AND LAST SURVIVOR ANNUITY
<TABLE>
<CAPTION>
AGE OF SECOND PAYEE
FIRST PAYEE
AGE 35 40 45 50 55 60 65 70 75 80 85 90
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
35 $4.38 $4.42 $4.46 $4.49 $4.52 $4.54 $4.56 $4.58 $4.59 $4.59 $4.60 $4.60
40 4.42 4.48 4.53 4.58 4.63 4.66 4.69 4.71 4.73 4.74 4.75 4.76
45 4.46 4.53 4.61 4.68 4.75 4.80 4.85 4.89 4.91 4.93 4.95 4.96
50 4.49 4.58 4.68 4.78 4.88 4.96 5.04 5.10 5.15 5.18 5.20 5.22
55 4.52 4.63 4.75 4.88 5.01 5.14 5.26 5.36 5.43 5.49 5.53 5.55
60 4.54 4.66 4.80 4.96 5.14 5.32 5.50 5.66 5.79 5.89 5.96 6.00
65 4.56 4.69 4.85 5.04 5.26 5.50 5.76 6.01 6.23 6.41 6.53 6.62
70 4.58 4.71 4.89 5.10 5.36 5.66 6.01 6.38 6.74 7.04 7.28 7.44
75 4.59 4.73 4.91 5.15 5.43 5.79 6.23 6.74 7.27 7.79 8.21 8.52
80 4.59 4.74 4.93 5.18 5.49 5.89 6.41 7.04 7.79 8.57 9.30 9.89
85 4.60 4.75 4.95 5.23 5.56 5.96 6.53 7.28 8.21 9.30 10.45 11.47
90 4.60 4.76 4.96 5.22 5.55 6.00 6.62 7.44 8.52 9.89 11.47 13.08
</TABLE>
PAYMENTS FOR A DESIGNATED PERIOD
<TABLE>
<CAPTION>
AMOUNT AMOUNT AMOUNT AMOUNT AMOUNT AMOUNT
NO. OF NO. OF NO. OF NO. OF NO. OF NO. OF
OF MONTHLY OF MONTHLY OF MONTHLY OF MONTHLY OF MONTHLY OF MONTHLY
YEARS PAYMENTS YEARS PAYMENTS YEARS PAYMENTS YEARS PAYMENTS YEARS PAYMENTS YEARS PAYMENTS
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
5 $18.74 10 $10.51 15 $7.82 20 $6.51 25 $5.76 30 $5.28
6 15.99 11 9.77 16 7.49 21 6.33 26 5.65
7 14.02 12 9.16 17 7.20 22 6.17 27 5.54
8 12.56 13 8.64 18 6.94 23 6.02 28 5.45
9 11.42 14 8.20 19 6.71 24 5.66 29 5.36
</TABLE>
The monthly payment for any combination of ages not shown will be quoted upon
request.
16
<PAGE>
FIXED PAYMENT ANNUITY TABLES
AMOUNT OF MONTHLY PAYMENT
FOR EACH $1,000 APPLIED TO
FIXED PAYMENT ANNUITIES
Payments are fixed and are guaranteed as to fixed dollar amounts.
FIRST AND SECOND OPTIONS - SINGLE LIFE ANNUITIES WITH:
<TABLE>
<CAPTION>
PAYEE'S
AGE MONTHLY PAYMENTS GUARANTEED
NONE 120 180 240
<S> <C> <C> <C> <C>
35 $ 3.32 $ 3.32 $3.31 $3.30
40 3.50 3.49 3.48 3.47
45 3.73 3.72 3.70 3.67
50 4.02 3.99 3.96 3.91
51 4.09 4.06 4.02 3.96
52 4.16 4.12 4.08 4.01
53 4.23 4.19 4.15 4.07
54 4.31 4.27 4.21 4.13
55 4.39 4.35 4.28 4.19
56 4.48 4.43 4.36 4.25
57 4.57 4.51 4.43 4.32
58 4.67 4.60 4.51 4.38
59 4.77 4.70 4.60 4.45
60 4.88 4.80 4.68 4.51
61 5.00 4.90 4.77 4.58
62 5.13 5.02 4.87 4.65
63 5.26 5.13 4.96 4.72
64 5.41 5.26 5.06 4.79
65 5.56 5.39 5.16 4.85
66 5.73 5.52 5.26 4.92
67 5.90 5.67 5.37 4.98
68 6.09 5.81 5.48 5.04
69 6.29 5.97 5.58 5.10
70 6.50 6.13 5.69 5.15
75 7.85 7.02 6.19 5.36
80 9.80 7.95 6.56 5.47
</TABLE>
17
<PAGE>
THIRD OPTION - JOINT AND LAST SURVIVOR ANNUITY
<TABLE>
<CAPTION>
AGE OF SECOND PAYEE
FIRST PAYEE
AGE 35 40 45 50 55 60 65 70 75 80
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
35 $3.08 $3.14 $3.18 $3.22 $3.25 $3.27 $3.29 $3.30 $3.31 $3.31
40 3.14 3.21 3.28 3.34 3.38 3.42 3.45 3.47 3.48 3.49
45 3.18 3.28 3.37 3.46 3.53 3.59 3.63 3.67 3.69 3.71
50 3.22 3.34 3.46 3.57 3.68 3.78 3.85 3.91 3.95 3.98
55 3.25 3.38 3.53 3.68 3.84 3.98 4.10 4.20 4.27 4.32
60 3.27 3.42 3.59 3.76 3.98 4.18 4.37 4.53 4.66 4.75
65 3.28 3.45 3.63 3.85 4.10 4.37 4.65 4.91 5.12 5.29
70 3.30 3.47 3.67 3.91 4.20 4.53 4.91 5.29 5.65 5.95
75 3.31 3.48 3.69 3.95 4.27 4.66 5.12 5.65 6.20 6.71
80 3.31 3.49 3.71 3.98 4.32 4.75 5.29 5.95 6.71 7.50
</TABLE>
PAYMENTS FOR A DESIGNATED PERIOD
<TABLE>
<CAPTION>
AMOUNT AMOUNT AMOUNT AMOUNT AMOUNT AMOUNT
NO. OF NO. OF NO. OF NO. OF NO. OF NO. OF
OF MONTHLY OF MONTHLY OF MONTHLY OF MONTHLY OF MONTHLY OF MONTHLY
YEARS PAYMENTS YEARS PAYMENTS YEARS PAYMENTS YEARS PAYMENTS YEARS PAYMENTS YEARS PAYMENTS
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
5 $17.91 10 $9.61 15 $6.87 20 $5.51 25 $4.71 30 $4.18
6 15.14 11 8.66 16 6.53 21 5.32 26 4.59
7 13.16 12 8.24 17 6.23 22 5.15 27 4.47
8 11.68 13 7.71 18 5.96 23 4.99 28 4.37
9 10.53 14 7.26 19 5.73 24 4.84 29 4.27
</TABLE>
The monthly payment for any combination of ages not shown will be quoted upon
request.
18
<PAGE>
HARTFORD LIFE INSURANCE CO.
C/O ICMG
APPLICATION FOR GROUP MAIL TO: GROUP ANNUITY OPERATIONS
VARIABLE ANNUITY POLICY 100 CAMPUS DRIVE, SUITE 250
HARTFORD LIFE INSURANCE COMPANY [ITT LOGO] FLORHAM PARK, NJ 07932
________________________________________________________________________________
1. EMPLOYER NAME Name:___________________________________Unit #:___________
________________________________________________________________________________
2. POLICYHOLDER Name:_____________________________________________________
________________________________________________________________________________
3. ANNUITANT As shown in each Certificate
________________________________________________________________________________
4. CONTINGENT As shown in each Certificate
ANNUITANT
________________________________________________________________________________
5. BENEFICIARY(IES) As shown in each Certificate
DESIGNATED
CONTINGENT
________________________________________________________________________________
6. SPECIAL REMARKS
________________________________________________________________________________
I hereby represent my answers to the above questions to be true and correct
to the best of my knowledge and belief. I UNDERSTAND THAT ANNUITY PAYMENTS OR
SURRENDER VALUES, WHEN BASED UPON THE INVESTMENT EXPERIENCE OF A SEPARATE
ACCOUNT, ARE VARIABLE AND NOT GUARANTEED AS TO A FIXED DOLLAR AMOUNT.
/ / RECEIPT OF A VARIABLE ANNUITY AND FUND PROSPECTUS IS HEREBY ACKNOWLEDGED. If
not checked, the appropriate prospectus will be mailed to you.
NOTICE: Any person who, with intent to defraud or knowing that he or she is
facilitating a fraud against an insurer, submits an application or files a
claim containing a false or deceptive statement is guilty of insurance fraud.
SIGNED AT _______________________ON___________ ________________________________
City, State Date (Policy Owner's Signature)
Do you, as Agent, have reason to believe the contract applied for
will replace existing annuities or insurance? / / Yes / / No
LICENSED
AGENT ______________________________ Broker/Dealer _____________________________
(Signature)
______________________________ Address ___________________________________
(Print)
______________________________ Telephone #__________Field Office Code 7580
Agent Code Agent SS# ----
AVA94(P)KY
<PAGE>
HARTFORD LIFE INSURANCE CO.
C/O ICMG
APPLICATION FOR GROUP MAIL TO: GROUP ANNUITY OPERATIONS
VARIABLE ANNUITY POLICY 100 CAMPUS DRIVE, SUITE 250
HARTFORD LIFE INSURANCE COMPANY [ITT LOGO] FLORHAM PARK, NJ 07932
________________________________________________________________________________
1. EMPLOYER NAME Name:___________________________________Unit #:___________
________________________________________________________________________________
2. POLICYHOLDER Name:_____________________________________________________
________________________________________________________________________________
3. ANNUITANT As shown in each Certificate
________________________________________________________________________________
4. CONTINGENT As shown in each Certificate
ANNUITANT
________________________________________________________________________________
5. BENEFICIARY(IES) As shown in each Certificate
DESIGNATED
CONTINGENT
________________________________________________________________________________
6. SPECIAL REMARKS
________________________________________________________________________________
I hereby represent my answers to the above questions to be true and correct
to the best of my knowledge and belief. I UNDERSTAND THAT ANNUITY PAYMENTS OR
SURRENDER VALUES, WHEN BASED UPON THE INVESTMENT EXPERIENCE OF A SEPARATE
ACCOUNT, ARE VARIABLE AND NOT GUARANTEED AS TO A FIXED DOLLAR AMOUNT.
/ / RECEIPT OF A VARIABLE ANNUITY AND FUND PROSPECTUS IS HEREBY ACKNOWLEDGED. If
not checked, the appropriate prospectus will be mailed to you.
NOTICE: Any person who, with intent to defraud or knowing that he or she is
facilitating a fraud against an insurer, submits an application or files a
claim containing a false or deceptive statement is guilty of insurance fraud.
SIGNED AT _______________________ON___________ ________________________________
City, State Date (Policy Owner's Signature)
Do you, as Agent, have reason to believe the contract applied for
will replace existing annuities or insurance? / / Yes / / No
LICENSED
AGENT ______________________________ Broker/Dealer _____________________________
(Signature)
______________________________ Address ___________________________________
(Print)
______________________________ Telephone #__________Field Office Code 7580
Agent Code Agent SS# ----
AVA94(P)
<PAGE>
HARTFORD LIFE INSURANCE CO.
C/O ICMG
APPLICATION FOR GROUP MAIL TO: GROUP ANNUITY OPERATIONS
VARIABLE ANNUITY CERTIFICATE 100 CAMPUS DRIVE, SUITE 250
HARTFORD LIFE INSURANCE COMPANY [ITT LOGO] FLORHAM PARK, NJ 07932
________________________________________________________________________________
1. EMPLOYER NAME Name:___________________________________Unit #:_____
________________________________________________________________________________
2. CERTIFICATE OWNER
If no annuitant is _________________________________SS#/TIN____________
specified in Section 3, Name Date of
the certificate owner _________________________________Birth______________
will be the annuitant. Street Address month day year
_________________________________
City State Zip
/ /Male / /Female / /Trustee
________________________________________________________________________________
3. ANNUITANT
Complete only if __________________________________SS#/TIN____________
different from Name (if no middle name, use NMN) Date of
the certificate __________________________________Birth______________
owner in Section 2. Street Address month day year
__________________________________
City State Zip / /Male / /Female
________________________________________________________________________________
4. CONTINGENT
ANNUITANT _____________________________________________________
Name Relationship to Certificate Owner
________________________________________________________________________________
5. BENEFICIARY(IES) Relationship to
Name(s):_____________________Certificate Owner:______
Relationship to
CONTINGENT Name(s):_____________________Certificate Owner:______
BENEFICIARY(IES)
________________________________________________________________________________
6. INVESTMENT DIVISION ALLOCATION
/ / Money Market Fund _____%
/ / Aggressive Growth Fund _____%
/ / Hartford Bond Fund _____%
/ / Partners Portfolio _____%
/ / Balanced Portfolio _____%
/ / Limited Maturity Bond Portfolio _____%
/ / Equity-Income Portfolio _____%
/ / Asset Manager Portfolio _____%
/ / High Income Portfolio _____%
/ / Alger American Small Cap Portfolio _____%
/ / Alger American Growth Portfolio _____%
/ / Emerging Markets Series _____%
Total 100%]
________________________________________________________________________________
7. SPECIAL REMARKS
________________________________________________________________________________
Will the annuity applied for replace one or more existing annuity or life
insurance contracts? / / Yes / / No (If yes, explain in Special Remarks the
year issued, type of plan, company, certificate number, policy number).
Have you purchased another ITT Hartford Annuity during the previous 12 months?
/ / Yes / / No
I hereby represent my answers to the above questions to be true and correct
to the best of my knowledge and belief. I UNDERSTAND THAT ANNUITY PAYMENTS OR
SURRENDER VALUES, WHEN BASED UPON THE INVESTMENT EXPERIENCE OF A SEPARATE
ACCOUNT, ARE VARIABLE AND NOT GUARANTEED AS TO A FIXED DOLLAR AMOUNT.
/ / RECEIPT OF A VARIABLE ANNUITY AND FUND PROSPECTUS IS HEREBY ACKNOWLEDGED. If
not checked, the appropriate prospectus will be mailed to you.
SIGNED AT _______________________ON___________ ________________________________
City, State Date (Certificate Owner's Signature)
Do you, as Agent, have reason to believe the contract applied for
will replace existing annuities or insurance? / / Yes / / No
LICENSED
AGENT ______________________________ Broker/Dealer _____________________________
(Signature)
______________________________ Address ___________________________________
(Print)
______________________________ Telephone #___________Field Office Code____
Agent Code Agent SS#
AVA94(C)
<PAGE>
HARTFORD LIFE INSURANCE CO.
C/O ICMG
APPLICATION FOR GROUP MAIL TO: GROUP ANNUITY OPERATIONS
VARIABLE ANNUITY CERTIFICATE 100 CAMPUS DRIVE, SUITE 250
HARTFORD LIFE INSURANCE COMPANY [ITT LOGO] FLORHAM PARK, NJ 07932
________________________________________________________________________________
1. EMPLOYER NAME Name:___________________________________Unit #:_____
________________________________________________________________________________
2. CERTIFICATE OWNER
If no annuitant is _________________________________SS#/TIN____________
specified in Section 3, Name Date of
the certificate owner _________________________________Birth______________
will be the annuitant. Street Address month day year
_________________________________
City State Zip
/ /Male / /Female / /Trustee
________________________________________________________________________________
3. ANNUITANT
Complete only if __________________________________SS#/TIN____________
different from Name (if no middle name, use NMN) Date of
the certificate __________________________________Birth______________
owner in Section 2. Street Address month day year
__________________________________
City State Zip / /Male / /Female
________________________________________________________________________________
4. CONTINGENT
ANNUITANT _____________________________________________________
Name Relationship to Certificate Owner
________________________________________________________________________________
5. BENEFICIARY(IES) Relationship to
Name(s):_____________________Certificate Owner:______
Relationship to
CONTINGENT Name(s):_____________________Certificate Owner:______
BENEFICIARY(IES)
________________________________________________________________________________
6. INVESTMENT DIVISION ALLOCATION
/ / Money Market Fund _____%
/ / Aggressive Growth Fund _____%
/ / Hartford Bond Fund _____%
/ / Partners Portfolio _____%
/ / Balanced Portfolio _____%
/ / Limited Maturity Bond Portfolio _____%
/ / Equity-Income Portfolio _____%
/ / Asset Manager Portfolio _____%
/ / High Income Portfolio _____%
/ / Alger American Small Cap Portfolio _____%
/ / Alger American Growth Portfolio _____%
/ / Emerging Markets Series _____%
Total 100%]
________________________________________________________________________________
7. SPECIAL REMARKS
________________________________________________________________________________
Will the annuity applied for replace one or more existing annuity or life
insurance contracts? / / Yes / / No (If yes, explain in Special Remarks the
year issued, type of plan, company, certificate number, policy number).
Have you purchased another ITT Hartford Annuity during the previous 12 months?
/ / Yes / / No
I hereby represent my answers to the above questions to be true and correct
to the best of my knowledge and belief. I UNDERSTAND THAT ANNUITY PAYMENTS OR
SURRENDER VALUES, WHEN BASED UPON THE INVESTMENT EXPERIENCE OF A SEPARATE
ACCOUNT, ARE VARIABLE AND NOT GUARANTEED AS TO A FIXED DOLLAR AMOUNT.
/ / RECEIPT OF A VARIABLE ANNUITY AND FUND PROSPECTUS IS HEREBY ACKNOWLEDGED. If
not checked, the appropriate prospectus will be mailed to you.
SIGNED AT _______________________ON___________ ________________________________
City, State Date (Certificate Owner's Signature)
Do you, as Agent, have reason to believe the contract applied for
will replace existing annuities or insurance? / / Yes / / No
LICENSED
AGENT ______________________________ Broker/Dealer _____________________________
(Signature)
______________________________ Address ___________________________________
(Print)
______________________________ Telephone #___________Field Office Code____
Agent Code Agent SS#
AVA94(C)KY
<PAGE>
Exhibit 6(a)
RESTATED CERTIFICATE OF INCORPORATION
HARTFORD LIFE INSURANCE COMPANY
This Restated Certificate of Incorporation gives effect to the amendment of
the Certificate of Incorporation of the corporation and otherwise purports
merely to restate all those provisions already in effect. This Restated
Certificate of Incorporation has been adopted by the Board of Directors and by
the sole shareholder.
Section 1. The name of the corporation is Hartford Life Insurance
Company and it shall have all the powers granted by the general
statutes, as now enacted or hereinafter amended to corporations formed
under the Stock Corporation Act.
Section 2. The corporation shall have the purposes and powers to write
any and all forms of insurance which any other corporation now or
hereafter chartered by Connecticut and empowered to do an insurance
business may now or hereafter may lawfully do; to accept and to cede
reinsurance; to issue policies and contracts for any kind or
combinations of kinds of insurance; to issue policies or contracts
either with or without participation in profits; to acquire and hold any
or all of the shares or other securities of any insurance corporation;
and to engage in any lawful act or activity for which corporations may
be formed under the Stock Corporation Act. The corporation is authorized
to exercise the powers herein granted in any state, territory or
jurisdiction of the United States or in any foreign country.
Section 3. The capital with which the corporation shall commence
business shall be an amount not less than one thousand dollars. The
authorized capital shall be two million five hundred thousand dollars
divided into one thousand shares of common capital stock with a par
value of twenty-five hundred dollars each.
We hereby declare, under the penalties of false statement that the
statements made in the foregoing Certificate are true.
Dated: February 10, 1982 HARTFORD LIFE INSURANCE COMPANY
By: /s/ Robert B. Goode, Jr.
--------------------------
Attest:
/s/ Wm. A. McMahon
- - --------------------------------------
<PAGE>
1.A.(6)(b)
By-Laws
of the
HARTFORD LIFE INSURANCE COMPANY
As passed and effective
February 13, 1978
and amended on
July 13, 1978
January 5, 1979
and
February 29, 1984
<PAGE>
ARTICLE I
Name - Home Office
Section 1. This corporation shall be named HARTFORD LIFE INSURANCE
COMPANY.
Section 2. The principal place of business and Home Office shall be
in the City of Hartford, Connecticut.
ARTICLE II
Stockholders' Meetings - Notice - Quorum - Right to Vote
Section 1. All meetings of the Stockholders shall be held at the
principal business office of the Company unless the Directors shall otherwise
provide and direct.
Section 2. The annual meeting of the Stockholders shall be held on
such day and at such hour as the Board of Directors may decide. For cause
the Board of Directors may postpone or adjourn such annual meeting to any other
time during the year.
Section 3. Special meetings of the Stockholders may be called by the
Board of Directors, the Executive Committee, the Chairman of the Board, the
President or any Vice President.
Section 4. Notice of Stockholders' meetings shall be mailed to each
Stockholder, at his address as it appears on the records of the Company, at
least seven days prior to the meeting. The notice shall state the place, date
and time of the meeting and shall specify all matters proposed to be acted upon
at the meeting.
Section 5. At each annual meeting the Stockholders shall choose
Directors as hereinafter provided.
Section 6. Each Stockholder shall be entitled to one vote for each
share of stock held by him at all meetings of the Company. Proxies may be
authorized by written power of attorney.
Section 7. Holders of one-half of the whole amount of the stock
issued and outstanding shall constitute a quorum.
<PAGE>
Section 8. Each Stockholder shall be entitled to a certificate of
stock which shall be signed by the President or a Vice President, and either the
Treasurer or an Assistant Treasurer of the Company, and shall bear the seal of
the Company, but such signatures and seal may be facsimile if permitted by the
laws of the State of Connecticut.
ARTICLE III
Directors - Meetings - Quorum
Section 1. The property, business and affairs of the Company shall be
managed by a board of not less than three nor more than twenty Directors, who
shall be chosen by ballot at each annual meeting. Vacancies occurring between
annual meetings may be filled by the Board of Directors by election. Each
Director shall hold office until the next annual meeting of Stockholders and
until his successor is chosen and qualified.
Section 2. Meetings of the Board of Directors may be called by the
direction of the Chairman of the Board, the President, or any three Directors.
Section 3. Three days' notice of meetings of the Board of Directors
shall be given to each Director, either personally or by mail or telegraph, at
his residence or usual place of business, but notice may be waived, at any time,
in writing.
Section 4. One third of the number of existing directorships, but not
less than two Directors, shall constitute a quorum.
ARTICLE IV
Election of Officers - Duties of Board of
Directors and Executive Committee
Section 1. The President shall be elected by the Board of Directors.
The Board of Directors may also elect one of its members to serve as
Chairman of the Board of Directors. The Chairman of the Board, or an individual
appointed by him, shall have authority to appoint all other officers, except as
stated herein, including one or more Vice Presidents and Assistant Vice
Presidents, the Treasurer
<PAGE>
and one or more Associate or Assistant Treasurers, one or more Secretaries and
Assistant Secretaries and such other Officers as the Chairman of the Board may
from time to time designate. All Officers of the Company shall hold office
during the pleasure of the Board of Directors. The Directors may require any
Officer of the Company to give security for the faithful performance of his
duties.
Section 2. The Directors may fill any vacancy among the officers by
election for the unexpired term.
Section 3. The Board of Directors may appoint from its own number an
Executive Committee of not less than five Directors. The Executive Committee
may exercise all powers vested in and conferred upon the Board of Directors at
any time when the Board is not in session. A majority of the members of said
Committee shall constitute a quorum.
Section 4. Meetings of the Executive Committee shall be called
whenever the Chairman of the Board, the President or a majority of its members
shall request. Forty-eight hours' notice shall be given of meetings but notice
may be waived, at any time, in writing.
Section 5. The Board of Directors shall annually appoint from its own
number a Finance Committee of not less than three Directors, whose duties shall
be as hereinafter provided.
Section 6. The Board of Directors may, at any time, appoint such
other Committees, not necessarily from its own number, as it may deem necessary
for the proper conduct of the business of the Company, which Committees shall
have only such powers and duties as are specifically assigned to them by the
Board of Directors or the Executive Committee.
Section 7. The Board of Directors may make contributions, in such
amounts as it determines to be reasonable, for public welfare or for charitable,
scientific or educational purposes, subject to the limits and restrictions
imposed by law and to such rules and regulations consistent with law as it
makes.
ARTICLE V
Officers
Chairman of the Board
Section 1. The Chairman of the Board shall preside at the meetings of
the Board of Directors and the Executive Committee and, in the absence of the
Chairman of the Finance Committee, at the meetings of the Finance Committee. In
the absence or inability of the Chairman of the Board to so preside, the
President shall preside in his place.
<PAGE>
President
Section 2. The President, under the supervision and control of the
Chairman of the Board, shall have general charge and oversight of the business
and affairs of the Company. The President shall preside at the meetings of the
Stockholders. He shall be a member of and shall preside at all meetings of all
Committees not referred to in Section 1 of this ARTICLE except that he may
designate a Chairman for each such other Committee.
Section 3. In the absence or inability of the President to perform
his duties, the Chairman of the Board may designate a Vice President to exercise
the powers and perform the duties of the President during such absence or
inability.
Secretary
Section 4. The Secretary of the Corporation shall keep a record of
all the meetings of the Company, of the Board of Directors and of the Executive
Committee, and he shall discharge all other duties specifically required of the
Secretary by law. The other Secretaries and Assistant Secretaries shall perform
such duties as may be assigned to them by the Board of Directors or by their
senior officers and any Secretary or Assistant Secretary may affix the seal of
the Company and attest it and the signature of any officer to any and all
instruments.
Treasurer
Section 5. The Treasurer shall keep, or cause to be kept, full and
accurate accounts of the Company. He shall see that the funds of the Company
are disbursed as may be ordered by the Board of Directors or the Finance
Committee. He shall have charge of all moneys paid to the Company and on
deposit to the credit of the Company or in any other properly authorized name,
in such banks or depositories as may be designated in a manner provided by these
by-laws. He shall also discharge all other duties that may be required of him
by law.
Other Officers
Section 6. The other officers shall perform such duties as may be
assigned to them by the President or the Board of Directors.
<PAGE>
ARTICLE VI
Finance Committee
Section 1. If a Finance Committee is established it shall be the duty
of that committee to supervise the investment of the funds of the Company in
securities in which insurance companies are permitted by law to invest, and all
other matters connected with the management of investments. If no Finance
Committee is established this duty shall be performed by the Board of Directors.
Section 2. All loans or purchases for the investment and reinvestment
of the funds of the Company shall be submitted for approval to the Finance
Committee, if not specifically approved by the Board of Directors.
Section 3. Sale or transfer of any stocks or bonds shall be made upon
authorization of the Finance Committee unless specifically authorized by the
Board of Directors.
Section 4. Transfers of stock and registered bonds, deeds, leases,
releases, sales, mortgages chattel or real, assignments or partial releases of
mortgages chattel or real, and in general all instruments of defeasance of
property and all agreements or contracts affecting the same, except discharges
of mortgages and entries to foreclose the same as hereinafter provided, shall
be authorized by the Finance Committee or the Board of Directors, and be
executed jointly for the Company by two persons, to wit: The Chairman of the
Board, the President or a Vice President, and a Secretary, the Treasurer or an
Assistant Treasurer, but may be acknowledged and delivered by either one of
those executing the instrument; provided, however, that either a Secretary, the
Treasurer, or an Assistant Treasurer alone, when authorized as aforesaid, or any
person specially authorized by the Finance Committee as attorney for the
Company, may make entry to foreclose any mortgage, and a Secretary, the
Treasurer or an Assistant Treasurer alone is authorized, without the necessity
of further authority, to discharge by deed or otherwise any mortgage on payment
to the Company of the principal, interest and all charges due.
Section 5. The Finance Committee may fix times and places for regular
meetings. No notice of regular meetings shall be necessary. Reasonable notice
shall be given of special meetings but the action of a majority of the Finance
Committee at any meeting shall be valid notwithstanding any defect in the notice
of such meeting.
<PAGE>
Section 6. In the absence of specific authorization from the Board of
Directors or the Finance Committee, the Chairman of the Board, the President, a
Vice President or the Treasurer shall have the power to vote or execute proxies
for voting any shares held by the Company.
ARTICLE VII
Funds
Section 1. All monies belonging to the Company shall be deposited to
the credit of the Company, or in such other name as the Finance Committee,
the Chairman of the Finance Committee or such executive officers as are
designated by the Board of Directors shall direct, in such bank or banks as may
be designated from time to time by the Finance Committee, the Chairman of
the Finance Committee, or by such executive officers as are designated by the
Board of Directors. Such monies shall be drawn only on checks or drafts signed
by any two executive officers of the Company, provided that the Board of
Directors may authorize the withdrawal of such monies by check or draft signed
with the facsimile signature of any one or more executive officers, and
provided further, that the Finance Committee may authorize such alternative
methods of withdrawals as it deems proper.
The Board of Directors, the President, the Chairman of the Finance
Committee, a Vice President, or such executive officers as are designated by
the Board of Directors may authorize withdrawal of funds by checks or drafts
drawn at offices of the Company to be signed by Managers, General Agents or
employees of the Company, provided that all such checks or drafts shall be
signed by two such authorized persons, except checks or drafts used for the
payment of claims or losses which need be signed by only one such authorized
person, and provided further that the Board of Directors of the Company or
executive officers designated by the Board of Directors may impose such
limitations or restrictions upon the withdrawal of such funds as it deems
proper.
<PAGE>
ARTICLE VIII
Indemnity of Directors and Officers
Section 1. The Company shall indemnify and hold harmless each
Director and officer now or hereafter serving the Company, whether or not then
in office, from and against any and all claims and liabilities to which he may
be or become subject by reason of his being or having been a Director or officer
of the Company, or of any other company which he serves as a Director or officer
at the request of the Company, to the extent such is consistent with the
statutory provisions pertaining to indemnification, and shall provide such
further indemnification for legal and/or all other expenses reasonably incurred
in connection with defending against such claims and liabilities as is
consistent with statutory requirements.
ARTICLE IX
Amendment of ByLaws
Section 1. The Directors shall have power to adopt, amend and repeal
such bylaws as may be deemed necessary or appropriate for the management of the
property and affairs of the Company.
Section 2. The Stockholders at any annual or special meeting may
amend or repeal these bylaws or adopt new ones if the notice of such meeting
contains a statement of the proposed alteration, amendment, repeal or adoption,
or the substance thereof.
<PAGE>
2
ARTICLE I
Name - Home Office
Section 1. This corporation shall be named Hartford Life Insurance
Company.
Section 2. The principal place of business and Home Office shall be
in the City of Hartford, Connecticut.
ARTICLE II
Stockholders' Meetings - Notice - Quorum - Right to Vote
Section 1. All meetings of the Stockholders shall be held at the principal
business office of the Company unless the Directors shall otherwise provide
and direct.
Section 2. The annual meeting of the Stockholders shall be held on such day
and at such hour as the Board of Directors may decide. For cause the Board of
Directors may postpone or adjourn such annual meeting to any other time during
the year.
Section 3. Special meetings of the Stockholders may be called by the Board of
Directors, the Executive Committee, the Chairman of the Board, the President or
any Vice President.
Section 4. Notice of Stockholders' meetings shall be mailed to each
Stockholder, at his address as it appears on the records of the Company, at
least seven days prior to the meeting. The notice shall state the place, date
and time of the meeting and shall specify all matters proposed to be acted upon
at the meeting.
Section 5. At each annual meeting the Stockholders shall choose Directors as
hereinafter provided.
Section 6. Each Stockholder shall be entitled to one vote for each share of
stock held by him at all meetings of the Company. Proxies may be authorized by
written power of attorney.
Section 7. Holders of one-half of the whole amount of the stock issued and
outstanding shall constitute a quorum.
<PAGE>
3
Section 8. Each Stockholder shall be entitled to a certificate of stock which
shall be signed by the President or a Vice President, and either the Treasurer
or an Assistant Treasurer of the Company, and shall bear the seal of the
Company, but such signatures and seal may be facsimile if permitted by the laws
of the State of Connecticut.
ARTICLE III
Directors - Meetings - Quorum
Section 1. The property, business and affairs of the Company shall be
managed by a board of not less than three nor more than twenty Directors, who
shall be chosen by ballot at each annual meeting. Vacancies occurring between
annual meetings may be filled by the Board of Directors by election. Each
Director shall hold office until the next annual meeting of Stockholders and
until his successor is chosen and qualified.
Section 2. Meetings of the Board of Directors may be called by the direction
of the Chairman of the Board, the President, or any three Directors.
Section 3. Three days' notice of meetings of the Board of Directors shall be
given to each Director, either personally or by mail or telegraph, at his
residence or usual place of business, but notice may be waived, at any time,
in writing.
Section 4. One third of the number of existing directorships, but not less than
two Directors, shall constitute a quorum.
ARTICLE IV
Election of Officers - Duties of Board of
Directors and Executive Committee
Section 1. The Board of Directors shall annually elect a Chairman of the Board,
a President, a Secretary of the Corporation and a Treasurer. It may elect
such Vice Presidents, other Secretaries, Assistant Secretaries, Assistant
Treasurers and such other offficers as it may determine. All officers of the
Company shall hold office during the pleasure of the Board of Directors.
<PAGE>
4
Section 2. The Directors may fill any vacancy among the officers by election
for the unexpired term.
Section 3. The Board of Directors may appoint from its own number an
Executive Committee of not less than five Directors. The Executive Committee
may exercise all powers vested in and conferred upon the Board of Directors at
any time when the Board is not in session. A majority of the members of said
Committee shall constitute a quorum.
Section 4. Meetings of the Executive Committee shall be called whenever the
Chairman of the Board, the President or a majority of its members shall request.
Forty-eight hours' notice shall be given of meetings but notice may be waived,
at any time, in writing.
Section 5. The Board of Directors shall annually appoint from its own number a
Finance Committee of not less than three Directors, whose duties shall be as
hereinafter provided.
Section 6. The Board of Directors may, at any time, appoint such other
Committees, not necessarily from its own number, as it may deem necessary
for the proper conduct of the business of the Company, which Committees shall
have only such powers and duties as are specifically assigned to them by the
Board of Directors or the Executive Committee.
Section 7. The Board of Directors may make contributions, in such
amounts as it determines to be reasonable, for public welfare or for charitable,
scientific or educational purposes, subject to the limits and restrictions
imposed by law and to such rules and regulations consistent with law as it
makes.
ARTICLE V
Officers
Chairman of the Board
Section 1. The Chairman of the Board shall preside at the meetings of
the Board of Directors and the Executive Committee and, in the
<PAGE>
5
absence of the Chairman of the Finance Committee, at the meetings of the
Finance Committee. In the absence or inability of the Chairman of the Board
to so preside, the President shall preside in his place.
President
Section 2. The President, under the supervision and control of the Chairman of
the Board, shall have general charge and oversight of the business and affairs
of the Company. The President shall preside at the meetings of the
Stockholders. He shall be a member of and shall preside at all meetings of all
Committees not referred to in Section 2 of this ARTICLE except that he may
designate a Chairman for each such other Committee.
Section 3. In the absence or inability of the President to perform his duties,
the Chairman of the Board may designate a Vice President to exercise the powers
and perform the duties of the President during such absence or inability.
Secretary
Section 4. The Secretary of the Corporation shall keep a record of all the
meetings of the Company, of the Board of Directors and of the Executive
Committee, and he shall discharge all other duties specifically required of the
Secretary by law. The other Secretaries and Assistant Secretaries shall perform
such duties as may be assigned to them by the Board of Directors or by their
senior officers and any Secretary or Assistant Secretary may affix the seal of
the Company and attest it and the signature of any officer to any and all
instruments.
Treasurer
Section 5. The Treasurer shall keep, or cause to be kept, full and
accurate accounts of the Company. He shall see that the funds of the Company
are disbursed as may be ordered by the Board of Directors or the Finance
Committee. He shall have charge of all moneys paid to the Company and on
deposit to the credit of the Company or in any other properly authorized name,
in such banks or depositories as may be designated in a manner provided by these
bylaws. He shall also discharge all other duties that may be required of him
by law.
<PAGE>
6
Other Officers
Section 6. The other officers shall perform such duties as may be assigned
to them by the President or the Board of Directors.
ARTICLE VI
Finance Committee
Section 1. If a Finance Committee is established it shall be the duty of that
committee to supervise the investment of the funds of the Company in
securities in which insurance companies are permitted by law to invest, and all
other matters connected with the management of investments. If no Finance
Committee is established, this duty shall be performed by the Board of
Directors.
Section 2. All loans or purchases for the investment and reinvestment
of the funds of the Company shall be submitted for approval to the Finance
Committee, if not specifically approved by the Board of Directors.
Section 3. Sale or transfer of any stocks or bonds shall be made upon
authorization of the Finance Committee unless specifically authorized by the
Board of Directors.
Section 4. Transfers of stock and registered bonds, deeds, leases, releases,
sales, mortgages chattel or real, assignments or partial releases of
mortgages chattel or real, and in general all instruments of defeasance of
property and all agreements or contracts affecting the same, except discharges
of mortgages and entries to foreclose the same as hereinafter provided, shall
be authorized by the Finance Committee or the Board of Directors, and be
executed jointly for the Company by two persons, to wit: The Chairman of the
Board, the President or a Vice President, and a Secretary, the Treasurer or an
Assistant Treasurer, but may be acknowledged and delivered by either one of
those executing the instrument; provided, however, that either a Secretary, the
Treasurer, or an Assistant Treasurer alone, when authorized as aforesaid, or any
person specially authorized by the Finance Committee as attorney for the
Company, may make entry to foreclose any mortgage, and a Secretary, the
Treasurer or an Assistant Treasurer alone is authorized, without the necessity
of further authority, to discharge by deed or otherwise any mortgage on payment
to the Company of the principal, interest and all charges due.
<PAGE>
7
Section 5. The Finance Committee may fix times and places for regular
meetings. No notice of regular meetings shall be necessary. Reasonable notice
shall be given of special meetings but the action of a majority of the Finance
Committee at any meeting shall be valid notwithstanding any defect in the notice
of such meeting.
Section 6. In the absence of specific authorization from the Board of
Directors or the Finance Committee, the Chairman of the Board, the President, a
Vice President or the Treasurer shall have the power to vote or execute proxies
for voting any shares held by the Company.
ARTICLE VII
Funds
Section 1. All monies belonging to the Company shall be deposited to the
credit of the Company, or in such other name as the Finance Committee,
the Chairman of the Finance Committee or such executive officers as are
designated by the Board of Directors shall direct, in such bank or banks as may
be designated from time to time by the Finance Committee, the Chairman of
the Finance Committee or by such executive officers as are designated by the
Board of Directors. Such monies shall be drawn only on checks or drafts signed
by any two executive officers of the Company, provided that the Board of
Directors may authorize the withdrawal of such monies by check or draft signed
with the facsimile signature of any one or more executive officers, and
provided further, that the Finance Committee may authorize such alternative
methods of withdrawal as it deems proper.
The Board of Directors, the President, the Chairman of the Finance Committee,
a Vice President, or such executive officers as are designated by the Board of
Directors may authorize withdrawal of funds by checks or drafts drawn at
offices of the Company to be signed by Managers, General Agents or
employees of the Company, provided that all such checks or drafts shall be
signed by two such authorized persons, except checks or drafts used for the
payment of claims or losses which need be signed by only one such authorized
person, and provided further that the Board of Directors of the Company or
executive officers designated by the Board of Directors may impose such
limitations or restrictions upon the withdrawal of such funds as it deems
proper.
<PAGE>
8
ARTICLE VIII
Indemnity of Directors and Officers
Section 1. The Company shall indemnify and hold harmless each Director and
officer now or hereafter serving the Company, whether or not then in office,
from and against any and all claims and liabilities to which he may be or become
subject by reason of his being or having been a director or officer of the
Company, or of any other company which he serves as a director or officer
at the request of the Company, to the extent such is consistent with
statutory provisions pertaining to indemnification, and shall provide such
further indemnification for legal and/or all other expenses reasonably incurred
in connection with defending against such claims and liabilities as is
consistent with statutory requirements.
ARTICLE IX
Amendment of Bylaws
Section 1. The Directors shall have power to adopt, amend and repeal such
bylaws as may be deemed necessary or appropriate for the management of the
property and affairs of the Company.
Section 2. The Stockholders at any annual or special meeting may amend or
repeal these bylaws or adopt new ones if the notice of such meeting contains a
statement of the proposed alteration, amendment, repeal or adoption, or the
substance thereof.
<PAGE>
[ITT HARTFORD LETTERHEAD]
April 21, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: ICMG SECULAR TRUST SEPARATE ACCOUNT ("SEPARATE ACCOUNT")
GROUP FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY CONTRACT AND
CERTIFICATE ("CERTIFICATE")
HARTFORD LIFE INSURANCE COMPANY ("COMPANY")
Dear Sir/Madam:
In my capacity as Counsel of the Company, I have supervised the establishment of
the Separate Account by the Board of Directors of the Company as a separate
account for assets applicable to Certificates offered by the Company pursuant to
Connecticut law. I have participated in the preparation of the registration
statement for the Separate Account on Form N-4 under the Securities Act of 1933
and the Investment Company Act of 1940 with respect to the Certificates.
I am of the following opinion:
1. The Separate Account is a separate account of the Company validly existing
pursuant to Connecticut law and the regulations issued thereunder.
2. The assets held in the Separate Account are not chargeable with liabilities
arising out of any other business the Company may conduct.
3. The Certificates are legally issued and represent binding obligations of
the Company.
In arriving at the foregoing opinion, I have made such examination of the law
and examined such records and other documents as in my opinion as are necessary
or appropriate.
I hereby consent to the filing of this opinion as an exhibit to the registration
statement under the Securities Act of 1933.
Sincerely,
/S/ Rodney J. Vessels
Rodney J. Vessels
<PAGE>
SALES AGREEMENT
THIS AGREEMENT is made by and between NEUBERGER & BERMAN ADVISERS
MANAGEMENT TRUST ("TRUST"), a Massachusetts business trust, NEUBERGER &
BERMAN MANAGEMENT INCORPORATED ("N&B MANAGEMENT"), a New York corporation,
and HARTFORD LIFE INSURANCE COMPANY ("LIFE COMPANY"), a life insurance
company organized under the laws of the State of Connecticut.
WHEREAS, TRUST is registered with the Securities and Exchange Commission
("SEC") under the Investment Company Act of 1940 ("'40 Act") as an open-end
diversified management investment company; and
WHEREAS, TRUST is organized as a series fund, comprised of several
Portfolios; and
WHEREAS, TRUST was initially organized to act as the funding vehicle for
certain variable life insurance and/or variable annuity contracts ("Variable
Contracts") offered by life insurance companies through separate accounts of
such life insurance companies and now also offers its shares to certain
qualified pension and retirement plans; and
WHEREAS, N&B MANAGEMENT is registered with the SEC as an investment
adviser under the Investment Advisers Act of 1940 and as a broker-dealer
under the Securities Exchange Act of 1934, as amended; and
WHEREAS, LIFE COMPANY has established or will establish one or more
separate accounts to offer Variable Contracts and is desirous of having
certain Portfolios of TRUST (as listed on Appendix A hereto) as the
underlying funding vehicles for such Variable Contracts; and
WHEREAS, to the extent permitted by applicable insurance laws and
regulations, LIFE COMPANY intends to purchase shares of TRUST to fund the
aforementioned Variable Contracts and the TRUST is authorized to sell such
shares to LIFE COMPANY at net asset value;
NOW, THEREFORE, in consideration of their mutual promises, LIFE COMPANY,
TRUST and N&B MANAGEMENT agree as follows:
1. TRUST will make available to the designated separate accounts of LIFE
COMPANY shares of the selected Portfolios for investment of purchase payments
of Variable Contracts allocated to the designated separate accounts as
provided in the TRUST's Prospectus.
2. TRUST represents and warrants that all shares of the Portfolios of
TRUST will be sold only to other insurance companies which have agreed to
participate in TRUST to fund their separate
-1-
<PAGE>
accounts and/or to certain qualified pension and other retirement plans.
Shares of the Portfolios of TRUST will not be sold directly to the general
public.
3. Orders shall be placed for such shares with TRUST's custodian pursuant
to procedures which are then in effect and which may be modified from time to
time.
4.(a) TRUST agrees to sell to LIFE COMPANY those shares of the selected
Portfolios of TRUST which LIFE COMPANY orders, executing such
orders on a daily basis at the net asset value next computed after
receipt by TRUST or its designee of the order for the shares of
TRUST. For purposes of this Section 4(a), LIFE COMPANY shall be
the designee of TRUST for receipt of such orders from LIFE COMPANY
and receipt by such designee shall constitute receipt by TRUST;
provided that TRUST receives notice of such order by 9:30 a.m. New
York time on the next following Business Day. "Business Day" shall
mean any day on which the New York Stock Exchange is open for
trading and on which TRUST calculates its net asset value pursuant
to the rules of the Securities and Exchange Commission.
(b) TRUST agrees to redeem for cash, on LIFE COMPANY's request, any
full or fractional shares of TRUST held by LIFE COMPANY, executing
such requests on a daily basis at the net asset value next
computed after receipt by TRUST or its designee of the request for
redemption. For purposes of this Section 4(b), LIFE COMPANY shall
be the designee of TRUST for receipt of requests for redemption
from LIFE COMPANY and receipt by such designee shall constitute
receipt by TRUST; provided that TRUST receives notice of such
request for redemption by 9:30 a.m. New York time on the next
following Business Day.
(c) TRUST shall make the net asset value per share for the selected
Portfolio(s) available to LIFE COMPANY on a daily basis as soon as
reasonably practical after the net asset value per share is
calculated but shall use its best efforts to make such net asset
value available by 6:15 p.m. New York time.
(d) TRUST will be managed in such a manner as to comply with
Section 817(h) of the Internal Revenue Code of 1986, as amended,
and Treasury Regulation 1.817-5, relating to the diversification
requirements for variable annuity, endowment, or life insurance
contracts and any amendments or other modifications to such
Section or Regulations. In the event TRUST becomes aware that any
Portfolio of TRUST has failed to
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<PAGE>
comply, it will take all reasonable steps (a) to notify LIFE
COMPANY of such failure, and (b) to adequately diversify the
Portfolio so as to achieve compliance.
5. TRUST represents and warrants that the TRUST is and shall continue to
be at all times covered by a blanket fidelity bond or similar coverage for
the benefit of TRUST in an amount not less than the minimal coverage as
required currently by Rule 17g-1 of the '40 Act or related provisions as may
be promulgated from time to time. The aforesaid Bond shall include coverage
for larceny and embezzlement and shall be issued by a reputable bonding
company.
6.(a) TRUST will bear the printing costs (or duplicating costs with
respect to the statement of additional information) and mailing
costs associated with the delivery of the following TRUST (or
individual Portfolio) documents, and any supplements thereto, to
existing Variable Contract owners of LIFE COMPANY:
(i) prospectuses and statements of additional information;
(ii) annual and semi-annual reports; and
(iii) proxy materials.
LIFE COMPANY will submit any bills for printing, duplicating and/or
mailing costs, relating to the TRUST documents described above, to
the TRUST for reimbursement by the TRUST. LIFE COMPANY shall
monitor such costs and shall use its best efforts to control these
costs. LIFE COMPANY will provide the TRUST on a semi-annual basis,
or more frequently as reasonably requested by the TRUST, with a
current tabulation of the number of existing Variable Contract
owners of LIFE COMPANY whose Variable Contract values are invested in
the TRUST. This tabulation will be sent to the TRUST in the form of a
letter signed by a duly authorized officer of LIFE COMPANY attesting
to the accuracy of the information contained in the letter.
(b) TRUST will provide LIFE COMPANY, with respect to prospective
Variable Contract owners of LIFE COMPANY, the following TRUST (or
individual Portfolio) documents, and any supplements thereto:
(i) camera ready copy of the current prospectus for printing by
the LIFE COMPANY;
(ii) a copy of the statement of additional information suitable
for duplication;
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<PAGE>
(iii) camera ready copy of proxy material suitable for printing;
and
(iv) annual and semi-annual reports in camera ready form.
7. Any materials utilized by LIFE COMPANY which describe TRUST (or its
individual Portfolios), its shares, or the TRUST's investment adviser shall
be submitted to TRUST and N&B MANAGEMENT for approval prior to use, not less
than five (5) business days before such approval is needed by LIFE COMPANY.
Advertising and literature, if and to the extent that it describes LIFE
COMPANY, the separate accounts of LIFE COMPANY or the Variable Contracts,
prepared by N&B MANAGEMENT for use in marketing TRUST or the Portfolios will
be submitted to LIFE COMPANY for approval before use, not less than five (5)
business days before such approval is needed by N&B MANAGEMENT.
8. N&B MANAGEMENT agrees to indemnify and hold harmless LIFE COMPANY, its
directors, officers and employees, against any and all losses, claims,
damages, liabilities (including amounts paid in settlement with written
consent of N&B MANAGEMENT) or litigation (including reasonable legal fees and
expenses) to which LIFE COMPANY may become subject to under any statute, at
common law or otherwise insofar as such losses, claims, damages, liabilities
or expenses (or actions in respect thereof) or settlements result from gross
negligence, bad faith or willful misconduct of N&B MANAGEMENT relating to the
sale or acquisition of the TRUST's shares or the Variable Contracts.
LIFE COMPANY agrees to indemnify and hold harmless N&B MANAGEMENT and the
TRUST against any such losses, claims, damages, liabilities (including
amounts paid in settlement with written consent of LIFE COMPANY) or
litigation (including reasonable legal fees and expenses) to which N&B
MANAGEMENT and the TRUST may become subject to under any statute, at common
law or otherwise insofar as such losses, claims, damages, liabilities or
expenses (or actions in respect thereof) or settlements resulting from gross
negligence, bad faith or willful misconduct of LIFE COMPANY, its officers,
directors or employees relating to the sale or acquisition of the TRUST's
shares or the Variable Contracts.
Neither LIFE COMPANY nor N&B MANAGEMENT shall be liable under these
indemnification provisions with respect to any losses, claims, damages,
liability or litigation 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.
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<PAGE>
LIFE COMPANY and N&B MANAGEMENT shall each notify the other of the
commencement of any litigation or proceedings against them in connection
with the issuance or sale of TRUST shares or the Variable Contracts or the
operation of TRUST.
9. LIFE COMPANY and its agents will not make any representations
concerning the TRUST (or its individual Portfolios) or TRUST shares except
those contained in the then current prospectus of the TRUST (or its
individual Portfolios) and in current printed sales literature of the TRUST
(or its individual Portfolios).
10. LIFE COMPANY agrees to inform the Board of Trustees of TRUST of the
existence of or any potential for any material irreconcilable conflict of
interest between the interests of the contract owners of the separate
accounts of LIFE COMPANY investing in the TRUST and/or any other separate
account of any other insurance company investing in TRUST.
Any material irreconcilable conflict may arise for a variety of reasons,
including:
(a) an action by any state insurance regulatory authority;
(b) a change in applicable federal or state insurance, tax, or securities
laws or regulations, or a public ruling, private letter ruling, or
any similar action by insurance, tax or securities regulatory
authorities;
(c) an administrative or judicial decision in any relevant proceeding;
(d) the manner in which the investments of any Portfolio are being
managed;
(e) a difference in voting instructions given by variable annuity
contract owners and variable life insurance contract owners or
by contract owners of different life insurance companies utilizing
TRUST (in the event pass-through voting is required pursuant to
Section 11 of this Agreement); or
(f) a decision by LIFE COMPANY to disregard the voting instructions of
contract owners (in the event pass-through voting is required
pursuant to Section 11 of this Agreement).
LIFE COMPANY will be responsible for assisting the Board of Trustees of
TRUST in carrying out its responsibilities by providing the Board with all
information reasonably necessary for the Board
-5-
<PAGE>
to consider any issue raised including information as to a decision by LIFE
COMPANY to disregard voting instructions of contract owners.
It is agreed that if it is determined by a majority of the members of the
Board of Trustees of TRUST or a majority of its disinterested Trustees that a
material irreconcilable conflict exists affecting LIFE COMPANY, LIFE COMPANY
shall, at its own expense, take whatever steps are necessary to remedy or
eliminate the irreconcilable material conflict, which steps may include, but
are not limited to,
(a) withdrawing the assets allocable to some or all of the separate
accounts from TRUST or any Portfolio and reinvesting such assets
in a different investment medium, including another Portfolio of
the TRUST or submitting the questions of whether such segregation
should be implemented to a vote of all affected contract owners
and, as appropriate, segregating the assets of any particular
group (i.e. annuity contract owners, life insurance contract
owners or qualified contract owners) that votes in favor of such
segregation, or offering to the affected contract owners the
option of making such a change;
(b) establishing a new registered management investment company or managed
separate account.
If a material irreconcilable conflict arises because of LIFE COMPANY's
decision to disregard contract owner voting instructions and that decision
represents a minority position or would preclude a majority vote, the LIFE
COMPANY may be required, at the TRUST's election, to withdraw its separate
account's investment in TRUST. No charge or penalty will be imposed against a
separate account as a result of such a withdrawal. LIFE COMPANY agrees that
any remedial action taken by it in resolving any material conflicts of
interest will be carried out with a view only to the interests of contract
owners.
For purposes hereof, a majority of the disinterested members of the Board
of Trustees of TRUST shall determine whether or not any proposed action
adequately remedies any material irreconcilable conflict. In no event will
TRUST be required to establish a new funding medium for any Variable
Contracts. LIFE COMPANY shall not be required by the terms hereof to
establish a new funding medium for any Variable Contracts if an offer to do
so has been declined by vote of a majority of affected contract owners.
TRUST agrees to inform LIFE COMPANY of the existence or the potential of
any material irreconcilable conflict of interest
-6-
<PAGE>
between the interests of the contractholders or the separate accounts of LIFE
COMPANY investing in TRUST and/or any other separate account of any other
insurance company investing in TRUST (upon TRUST having knowledge of same)
including: (a) an action by any state insurance regulatory authority;
(b) a change in applicable federal or state insurance, tax, or securities
laws or regulations, or a public ruling, private letter ruling, or any
similar action by insurance, tax, or securities regulatory authorities;
(c) an administrative or judicial decision in any relevant proceeding,
(d) the manner in which the investments of any Portfolio are being managed;
(e) a difference in voting instructions given by variable annuity contract
owners and variable life insurance contract owners or by contract owners of
different participating insurance companies (in the event pass-through voting
is required pursuant to Section 11 of this Agreement); or (f) a decision by
an insurer to disregard the voting instructions of contract owners (in the
event pass-through voting is required pursuant to Section 11 of this
Agreement). The Board of Trustees of TRUST shall promptly inform LIFE COMPANY
if it determines that an irreconcilable material conflict exists and the
implications thereof.
11. LIFE COMPANY shall provide pass-through voting privileges to all
Variable Contract owners if required under the '40 Act. If pass-through
voting is required, LIFE COMPANY shall be responsible for assuring that each
of its separate accounts participating in TRUST calculates voting privileges
in a manner consistent with other life companies utilizing TRUST and LIFE
COMPANY will vote shares for which it has not received voting instructions as
well as shares attributable to it in the same proportion as it votes shares
for which it has received instructions.
12. This Agreement shall terminate automatically in the event of its
assignment unless made with the written consent of LIFE COMPANY and TRUST.
13. This Agreement may be terminated at any time on 60 days' written
notice to the other party hereto, without the payment of any penalty.
Notwithstanding any termination of this Agreement, TRUST shall at the option
of LIFE COMPANY, continue to make available additional shares of TRUST
subject to all of the terms and conditions of this Agreement, for all LIFE
COMPANY contracts in effect on the effective date of termination of this
Agreement (hereinafter referred to as "Existing Contracts"). Specifically,
without limitation, the owners of the Existing Contracts shall be permitted
to reallocate investments in TRUST, redeem investments in TRUST and/or invest
in TRUST upon the making of additional purchase payments under the Existing
Contracts. The parties agree that this Section 13 shall not apply to any
terminations under Section 10 of this Agreement and the effect of Section 10
terminations shall be governed by said Section 10.
-7-
<PAGE>
14. This Agreement shall be subject to the provisions of the '40 Act and
the rules and regulations thereunder, including any exemptive relief
therefrom and the orders of the Securities and Exchange Commission setting forth
such relief. Copies of any such orders shall be promptly forwarded to the
LIFE COMPANY upon receipt thereof by the TRUST.
15. It is understood by the parties that this Agreement is not to be
deemed an exclusive arrangement.
16. This Agreement is made by TRUST pursuant to authority granted by the
Trustees, and the obligations created hereby are not binding on any of the
Trustees or shareholders of TRUST individually, but bind only the property of
TRUST.
Executed this 18 day of February, 1994.
--
NEUBERGER & BERMAN
ADVISERS MANAGEMENT TRUST
ATTEST: /s/ By: /s/ Stanley Egener
------------------------ -----------------------------
Stanley Egener, Chairman
HARTFORD LIFE INSURANCE COMPANY
ATTEST: /s/ By: /s/
------------------------ -----------------------------
NEUBERGER & BERMAN MANAGEMENT
INCORPORATED
ATTEST: /s/ By: /s/ Michael Weiner
------------------------ -----------------------------
Michael Weiner, Senior Vice
President
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<PAGE>
APPENDIX A
Partners Portfolio
<PAGE>
APPENDIX A
Amended Effective 5/1/94
Partners Portfolio
Liquid Asset Portfolio
Limited Maturity Bond Portfolio
Government Income Portfolio
Growth Portfolio
Balanced Portfolio
Executed this 29th day of April, 1994.
----
NEUBERGER & BERMAN
ADVISERS MANAGEMENT TRUST
ATTEST: /s/ By: /s/ Stanley Egener
----------------------------- ------------------------------
Stanley Egener, Chairman
HARTFORD LIFE INSURANCE COMPANY
ATTEST: /s/ By: /s/
----------------------------- ------------------------------
NEUBERGER & BERMAN MANAGEMENT
INCORPORATED
ATTEST: /s/ By: /s/ Michael Weiner
----------------------------- ------------------------------
Michael Weiner,
Senior Vice President
<PAGE>
PARTICIPATION AGREEMENT
Among
VARIABLE INSURANCE PRODUCTS FUNDS
FIDELITY DISTRIBUTORS CORPORATION
and
HARTFORD LIFE INSURANCE COMPANY
THIS AGREEMENT, made and entered into as of the 1 day of
September, 1994 by and among HARTFORD LIFE INSURANCE COMPANY, (hereinafter
the "Company"), a Connecticut corporation, on its own behalf and on behalf
of each segregated asset account of the Company set forth on Schedule A hereto
as may be amended from time to time (each such account hereinafter referred
to as the "Account"), and the VARIABLE INSURANCE PRODUCTS FUND, an
unincorporated business trust organized under the laws of the Commonwealth of
Massachusetts (hereinafter the "Fund") and FIDELITY DISTRIBUTORS CORPORATION
(hereinafter the "Underwriter"), a Massachusetts corporation.
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 for variable life insurance policies and
variable annuity contracts (collectively, the "Variable Insurance Products")
to be offered by insurance companies which have entered into participation
agreements with the Fund and the Underwriter (hereinafter "Participating
Insurance Companies"); and
WHEREAS, the beneficial interest in the Fund is divided into several
series of shares, each representing the interest in a particular managed
portfolio of securities and other assets, any one or more of which may be
made available under this Agreement, as may be amended from time to time by
mutual agreement of the parties hereto (each such series hereinafter referred
to as a "Portfolio"); and
WHEREAS, the Fund has obtained an order from the Securities and Exchange
Commission, dated October 15, 1985 (File No. 812-6102), granting
Participating Insurance Companies and variable annuity and variable life
insurance separate accounts exemptions from the provisions of sections 9(a),
13(a), 15(a), and 15(b) of the Investment Company Act of 1940, as amended,
(hereinafter the "1940 Act") and Rules 6e-2(b)(15) and 6e-3(T)(b)(15)
thereunder, to the extent necessary to permit
1
<PAGE>
shares of the Fund to be sold to and held by variable annuity and variable
life insurance separate accounts of both affiliated and unaffiliated life
insurance companies (hereinafter the "Shared Funding Exemptive Order"); and
WHEREAS, the Fund is registered as an open-end management investment
company under the 1940 Act and its shares are registered under the Securities
Act of 1933, as amended (hereinafter the "1933 Act"); and
WHEREAS, Fidelity Management & Research Company (the "Adviser") is duly
registered as an investment adviser under the federal Investment Advisers Act
of 1940 and any applicable state securities law; and
WHEREAS, the Company has registered or will register certain variable
life insurance and variable annuity contracts under the 1933 Act; and
WHEREAS, each Account is a duly organized, validly existing segregated
asset account, established by resolution of the Board of Directors of the
Company, on the date shown for such Account on Schedule A hereto, to set
aside and invest assets attributable to the aforesaid variable annuity
contracts; and
WHEREAS, the Company has registered or will register each Account as a
unit investment trust under the 1940 Act; and
WHEREAS, the Underwriter is registered as a broker dealer with the
Securities and Exchange Commission ("SEC") under the Securities Exchange Act
of 1934, as amended, (hereinafter the "1934 Act"), and is a member in good
standing of the National Association of Securities Dealers, Inc. (hereinafter
"NASD"); and
WHEREAS, to the extent permitted by applicable insurance laws and
regulations, the Company intends to purchase shares in the Portfolios on
behalf of each Account to fund certain of the aforesaid variable life and
variable annuity contracts and the Underwriter is authorized to sell such
shares to unit investment trusts such as each Account at net asset value;
NOW, THEREFORE, in consideration of their mutual promises, the Company,
the Fund and the Underwriter agree as follows:
ARTICLE I. SALE OF FUND SHARES
1.1. The Underwriter agrees to sell to the Company those shares of the
Fund which each Account orders, executing such orders on a daily basis at the
net asset value next computed after receipt by the Fund or its designee of
the order for the shares of the Fund. For purposes of this Section 1.1, the
Company shall be the designee of the Fund for receipt of such orders from
each Account and receipt by such designee shall
2
<PAGE>
constitute receipt by the Fund; provided that the Fund receives notice of such
order by 9:00 a.m. Boston time on the next following Business Day. "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.
1.2. The Fund agrees to make its shares available indefinitely for
purchase at the applicable net asset value per share by the Company and its
Accounts on those days on which the Fund calculates its net asset value
pursuant to rules of the Securities and Exchange Commission and the Fund
shall use reasonable efforts to calculate such net asset value on each day
which the New York Stock Exchange is open for trading. Notwithstanding
the foregoing, the Board of Trustees of the Fund (hereinafter the "Board") may
refuse to sell shares of any Portfolio to any person, or suspend or terminate
the offering of shares of any Portfolio if such action is required by law or
by regulatory authorities having jurisdiction or is, in the sole discretion
of the Board acting in good faith and in light of their fiduciary duties
under federal and any applicable state laws, necessary in the best interests
of the shareholders of such Portfolio.
1.3. The Fund and the Underwriter agree that shares of the Fund will be
sold only to Participating Insurance Companies and their separate accounts.
No shares of any Portfolio will be sold to the general public.
1.4. The Fund and the Underwriter will not sell Fund shares to any
insurance company or separate account unless an agreement containing
provisions substantially the same as Articles I, III, V, VII and Section 2.5
of Article II of this Agreement is in effect to govern such sales.
1.5. The Fund agrees to redeem for cash, on the Company's request, any
full or fractional shares of the Fund held by the Company, executing such
requests on a daily basis at the net asset value next computed after receipt
by the Fund or its designee of the request for redemption. For purposes of this
Section 1.5, the Company shall be the designee of the Fund for receipt of
requests for redemption from each Account and receipt by such designee shall
constitute receipt by the Fund; provided that the Fund receives notice of such
request for redemption on the next following Business Day.
1.6. The Company agrees that purchases and redemptions of Portfolio
shares offered by the then current prospectus of the Fund shall be made in
accordance with the provisions of such prospectus. The Company agrees that
all net amounts available under the variable annuity contracts with the form
number(s) which are listed on Schedule A attached hereto and incorporated
herein by this reference, as such Schedule A may be amended from time to time
hereafter by mutual written agreement of all the parties hereto, (the
"Contracts") shall be invested in the Fund, in such other Funds advised by
the Adviser as may be mutually agreed to in writing by the parties hereto, or
in the Company's general account, provided that such amounts may also be
invested in an investment Company other than the Fund if (a) such other
investment company, or series thereof, has
3
<PAGE>
NOTE.... FOLIO FOUR IS MISSING... INPUT WHEN RECEIVED
4
<PAGE>
account under Section 38a-433 of the Connecticut Insurance Code and has
registered or, prior to any issuance or sale of the Contracts, will register
each Account as a unit investment trust in accordance with the provisions of
the 1940 Act to serve as a segregated investment account for the Contracts.
2.2 The Fund represents and warrants that Fund shares sold pursuant to
this Agreement shall be registered under the 1933 Act, duly authorized for
issuance and sold in compliance with the laws of the State of Connecticut and
all applicable federal and state securities laws and that the Fund is and
shall remain registered under the 1940 Act. The Fund shall amend the
Registration Statement for its 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. The Fund shall register and qualify the shares for sale in
accordance with the laws of the various states only if and to the extent
deemed advisable by the Fund or the Underwriter.
2.3. The Fund represents that it is currently qualified as a Regulated
Investment Company under Subchapter M of the Internal Revenue Code of 1986,
as amended, (the "Code") and that it will make every effort to maintain such
qualification (under Subchapter M or any successor or similar provision) and
that it will notify the Company immediately upon having a reasonable basis
for believing that it has ceased to so qualify or that it might not so
qualify in the future.
2.4. The Company represents that the Contracts are currently treated as
endowment or annuity insurance contracts, under applicable provisions of the
Code and that it will make every effort to maintain such treatment and that
it will notify the Fund and the Underwriter immediately upon having a
reasonable basis for believing that the Contracts have ceased to be so
treated or that they might not be so treated in the future.
2.5. The Fund currently does not intend to make any payments to finance
distribution expenses pursuant to Rule 12b-1 under the 1940 Act or otherwise,
although it may make such payments in the future. The Fund has adopted a "no
fee" or "defensive" Rule 12b-1 Plan under which it makes no payments for
distribution expenses. To the extent that it decides to finance distribution
expenses pursuant to Rule 12b-1, the Fund undertakes to have a board of
trustees, a majority of whom are not interested persons of the Fund,
formulate and approve any plan under Rule 12b-1 to finance distribution
expenses.
2.6. The Fund makes no representation as to whether any aspect of its
operations (including, but not limited to, fees and expenses and investment
policies) complies with the insurance laws or regulations of the various
states except that the Fund represents that the Fund's investment policies,
fees and expenses are and shall at all times remain in compliance with the
laws of the State of Connecticut and the Fund and the Underwriter represent
that their respective operations are and shall at all times remain in
material compliance with the laws of the State of Connecticut to the extent
required to perform this Agreement.
5
<PAGE>
NOTE.... FOLIO SIX IS MISSING... INPUT WHEN RECEIVED
6
<PAGE>
NOTE.... FOLIO SEVEN IS MISSING... INPUT WHEN RECEIVED
7
<PAGE>
4.1. The Company shall furnish, or shall cause to be furnished, to the
Fund or its designee, each piece of sales literature or other promotional
material in which the Fund or its investment adviser or the Underwriter is
named, at least fifteen Business Days prior to its use. No such material
shall be used if the Fund or its designee reasonably object to such use
within fifteen Business Days after receipt of such material.
4.2. The Company shall not give any information or make any
representations or statements on behalf of the Fund or concerning the Fund in
connection with the sale of the Contracts other than the information or
representations contained in the registration statement or prospectus for the
Fund shares, as such registration statement and prospectus may be amended or
supplemented from time to time, or in reports or proxy statements for the Fund,
or in sales literature or other promotional material approved by the Fund or
its designee or by the Underwriter, except with the permission of the Fund or
the Underwriter or the designee of either.
4.3. The Fund, Underwriter, or its designee shall furnish, or shall
cause to be furnished, to the Company or its designee, each piece of sales
literature or other promotional material in which the Company and/or its
separate account(s), is named at least fifteen Business Days prior to its
use. No such material shall be used if the Company or its designee reasonably
objects to such use within fifteen Business Days after receipt of such
material.
4.4 The Fund and the Underwriter shall not give any information or make
any representations on behalf of the Company or concerning the Company, each
Account, or the Contracts other than the information or representations
contained in a registration statement or prospectus for the Contracts, as
such registration statement and prospectus may be amended or supplemented
from time to time, or in published reports for each Account which are in the
public domain or approved by the Company for distribution to Contract owners,
or in sales literature or other promotional material approved by the Company
or its designee, except with the permission of the Company.
4.5. The Fund will provide to the Company at least one complete copy of
all registration statements, prospectuses, Statements of Additional
Information, reports, proxy statements, sales literature and other
promotional materials, applications for exemptions, requests for no-action
letters, and all amendments to any of the above, that relate to the Fund or
its shares, contemporaneously with the filing of such document with the
Securities and Exchange Commission or other regulatory authorities.
4.6. The Company will provide to the Fund 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, requests for no
action letters, and all amendments to any of the above, that relate to the
Contracts or each Account, contemporaneously with the filing of such document
with the SEC or other regulatory authorities.
8
<PAGE>
4.7. For purposes of this Article IV, the phrase "sales literature or
other promotional material" includes, but is not limited to, any of the
following that refer to the Fund or any affiliate of the Fund:
advertisements (such as material published, or designed for use in, a
newspaper, magazine, or other periodical, radio, television, telephone or
tape recording, videotape display, signs or billboards, motion pictures, or
other public media), sales literature (I.E., any written communication
distributed or made generally available to customers or the public, including
brochures, circulars, research reports, market letters, form letters, seminar
texts, reprints or excerpts of any other advertisement, sales literature, or
published article), educational or training materials or other communications
distributed or made generally available to some or all agents or employees,
and registration statements, prospectuses, Statements of Additional
Information, shareholder reports, and proxy materials.
ARTICLE V. FEES AND EXPENSES
5.1. The Fund and Underwriter shall pay no fee or other compensation to
the Company under this agreement, except that if the Fund or any Portfolio
adopts and implements a plan pursuant to Rule 12b-1 to finance distribution
expenses, then the Underwriter may make payments to the Company or to the
underwriter for the Contracts if and in amounts agreed to by the Underwriter
in writing and such payments will be made out of existing fees otherwise
payable to the Underwriter, past profits of the Underwriter or other
resources available to the Underwriter. No such payments shall be made directly
by the Fund. Currently, no such payments are contemplated.
5.2. All expenses incident to performance by the Fund under this
Agreement shall be paid by the Fund. The Fund shall see to it that all its
shares are registered and authorized for issuance in accordance with
applicable federal law and, if and to the extent deemed advisable by the
Fund, in accordance with applicable state laws prior to their sale. The Fund
shall bear the expenses for the cost of registration and qualification of the
Fund's shares, preparation and filing of the Fund's prospectus and
registration statement, proxy materials and reports, setting the prospectus
in type, setting in type and printing the proxy materials and reports to
shareholders (including the costs of printing a prospectus that constitutes
an annual report), the preparation of all statements and notices required by
any federal or state law, and all taxes on the issuance or transfer of the
Fund's shares.
5.3. The Company shall bear the expenses of printing and distributing the
Fund's prospectus to owners of Contracts issued by the Company and of
distributing the Fund's proxy materials and reports to such Contract owners.
ARTICLE VI. DIVERSIFICATION
6.1. The Fund will at all times invest money from the Contracts in such
a manner as to ensure that the Contracts will be treated as variable
contracts under the Code
9
<PAGE>
<PAGE>
and the regulations issued thereunder. Without limiting the scope of the
foregoing, the Fund will at all times comply with Section 817(h) of the Code
and Treasury Regulation 1.817-5, relating to the diversification requirements
for variable annuity, endowment, or life insurance contracts and any
amendments or other modifications to such Section or Regulations. In the
event of a breach of this Article VI by the Fund, it will take all reasonable
steps (a) to notify Company of such breach and (b) to adequately diversify
the Fund so as to achieve compliance with the grace period afforded by
Regulation 817-5.
ARTICLE VII. POTENTIAL CONFLICTS
7.1. 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. An irreconcilable material conflict
may arise for a variety of reasons, including: (a) an action by any state
insurance regulatory authority; (b) a change in applicable federal or state
insurance, tax, or securities laws or regulations, or a public ruling,
private letter ruling, no-action or interpretative letter, or any similar
action by insurance, tax, or securities regulatory authorities; (c) an
administrative or judicial decision in any relevant proceeding; (d) the
manner in which the investments of any Portfolio are being managed;
(e) a difference in voting instructions given by variable annuity contract
and variable life insurance contract owners; or (f) a decision by an insurer
to disregard the voting instructions of contract owners. The Board shall
promptly inform the Company if it determines that an irreconcilable material
conflict exists and the implications thereof.
7.2. The Company will report any potential or existing conflicts of which
it is aware to the Board. The Company will assist the Board in carrying out
its responsibilities under the Shared Funding Exemptive Order, by providing
the Board with all information reasonably necessary for the Board to consider
any issues raised. This includes, but is not limited to, an obligation by the
Company to inform the Board whenever contract owner voting instructions are
disregarded.
7.3. If it is determined by a majority of the Board, or a majority of its
disinterested trustees, that a material irreconcilable conflict exists, the
Company and other Participating Insurance Companies shall, at their expense
and to the extent reasonably practicable (as determined by a majority of the
disinterested trustees), take whatever steps are necessary to remedy or
eliminate the irreconcilable material conflict, up to and including:
(1), withdrawing the assets allocable to some or all of the separate accounts
from the Fund or any Portfolio and reinvesting such assets in a different
investment medium, including (but not limited to) another Portfolio of the
Fund, or submitting the question whether such segregation should be
implemented to a vote of all affected Contract owners and, as appropriate,
segregating the assets of any appropriate group (I.E., annuity contract
owners, life insurance contract owners, or variable contract owners of one or
more Participating Insurance Companies) that votes in favor of such
segregation, or offering to the affected contract owners the option of making
such a change; and (2),
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<PAGE>
establishing a new registered investment company or managed separate account.
7.4. If a material irreconcilable conflict arises because of a decision
by the Company to disregard contract owner voting instructions and that
decision represents a minority position or would preclude a majority vote,
the Company may be required, at the Fund's election, to withdraw the affected
Account's investment in the Fund and terminate this Agreement with respect to
such Account; provided, however that such withdrawal and termination shall be
limited to the extent required by the foregoing material irreconcilable
conflict as determined by a majority of the disinterested members of the
Board. Any such withdrawal and termination must take place within six (6)
months after the Fund gives written notice that this provision is being
implemented, and until the end of that six month period the Underwriter and
Fund shall continue to accept and implement orders by the Company for the
purchase (and redemption) of shares of the Fund.
7.5. If a material irreconcilable conflict arises because a particular
state insurance regulator's decision applicable to the Company conflicts with
the majority of other state regulators, then the Company will withdraw the
affected Account's investment in the Fund and terminate this Agreement with
respect to such Account within six months after the Board informs the Company
in writing that it has determined that such decision has created an
irreconcilable material conflict; provided, however, that such withdrawal and
termination shall be limited to the extent required by the foregoing material
irreconcilable conflict as determined by a majority of the disinterested
members of the Board. Until the end of the foregoing six month period, the
Underwriter and Fund shall continue to accept and implement orders by the
Company for the purchase (and redemption) of shares of the Fund.
7.6. For purposes of Sections 7.3 through 7.6 of this Agreement, a
majority of the disinterested members of the Board shall determine whether
any proposed action adequately remedies any irreconcilable material conflict,
but in no event will the Fund be required to establish a new funding medium
for the Contracts. The Company shall not be required by Section 7.3 to
establish a new funding medium for the Contracts if an offer to do so has
been declined by vote of a majority of Contract owners materially adversely
affected by the irreconcilable material conflict. In the event that the Board
determines that any proposed action does not adequately remedy any
irreconcilable material conflict, then the Company will withdraw the
Account's investment in the Fund and terminate this Agreement within six (6)
months after the Board informs the Company in writing of the foregoing
determination, provided, however, that such withdrawal and termination shall
be limited to the extent required by any such material irreconcilable
conflict as determined by a majority of the disinterested members of the
Board.
7.7. If and to the extent that Rule 6e-2 and Rule 6e-3(T) are amended, or
Rule 6e-3 is adopted, to provide exemptive relief from any provision of the
Act or the rules promulgated thereunder with respect to mixed or shared
funding (as defined in the Shared Funding Exemptive Order) on terms and
conditions materially different from those
11
<PAGE>
contained in the Shared Funding Exemptive Order, then (a) the Fund and/or the
Participating Insurance Companies, as appropriate, shall take such steps as
may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and
Rule 6e-3, as adopted, to the extent such rules are applicable; and
(b) Sections 3.4, 3.5, 7.1, 7.2, 7.3, 7.4, and 7.5 of this Agreement shall
continue in effect only to the extent that terms and conditions substantially
identical to such Sections are contained in such Rule(s) as so amended or
adopted.
ARTICLE VIII. INDEMNIFICATION
8.1. INDEMNIFICATION BY THE COMPANY
8.1(a). The Company agrees to indemnify and hold harmless the Fund and
each trustee of the Board and officers and each person, if any, who controls
the Fund within the meaning of Section 15 of the 1933 Act (collectively, the
"Indemnified Parties" for purposes of this Section 8.1) against any and all
losses, claims, damages, liabilities (including amounts paid in settlement
with the written consent of the Company) or litigation (including legal and
other expenses), to which the Indemnified Parties may become subject under
any statute, regulation, at common law or otherwise, insofar as such losses,
claims, damages, liabilities or expenses (or actions in respect thereof) or
settlements are related to the sale or acquisition of the Fund's shares or
the Contracts and:
(i) arise out of or are based upon any untrue statements or
alleged untrue statements of any material fact contained in the
Registration Statement or prospectus for the Contracts or
contained in the Contracts or sales literature for the Contracts
(or any amendment or supplement to any of the foregoing), 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
or such alleged statement or omission was made in reliance upon
and in conformity with information furnished to the Company by
or on behalf of the Fund for use in the Registration Statement
or prospectus for the Contracts or in the Contracts or sales
literature (or any amendment or supplement) or otherwise for use
in connection with the sale of the Contracts or Fund shares; or
(ii) arise out of or as a result of statements or
representations (other than statements or representations
contained in the Registration Statement, prospectus or sales
literature of the Fund not supplied by the Company, or persons
under its control) or wrongful conduct of the Company or persons
under its control, with respect to the sale or distribution of
the Contracts or Fund Shares; or
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<PAGE>
(iii) arise out of any untrue statement or alleged untrue
statement of a material fact contained in a Registration
Statement, prospectus, or sales literature of the Fund 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 statements therein not
misleading if such a statement or omission was made in reliance
upon information furnished to the Fund by or on behalf of the
Company; or
(iv) arise as a result of any failure by the Company to
provide the services and furnish the materials under the terms of
this Agreement; or
(v) arise out of or result from any material breach of any
representation and/or warranty made by the Company in this
Agreement or arise out of or result from any other material
breach of this Agreement by the Company, as limited by and in
accordance with the provisions of Sections 8.1(b) and 8.1(c)
hereof.
8.1(b). The Company shall not be liable under this indemnification
provision with respect to any losses, claims, damages, liabilities or
litigation incurred or assessed against an Indemnified Party as such may
arise from 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 or duties under
this Agreement or to the Fund, whichever is applicable.
8.1(c). The Company 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 Company 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 Company
of any such claim shall not relieve the Company 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, the Company shall be
entitled to participate, at its own expense, in the defense of such action.
The Company also shall be entitled to assume the defense thereof, with
counsel satisfactory to the party named in the action. After notice from the
Company to such party of the Company's election to assume the defense
thereof, the Indemnified Party shall bear the fees and expenses of any
additional counsel retained by it, and the Company 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.
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<PAGE>
8.1(d). The Indemnified Parties will promptly notify the Company 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.
8.2. INDEMNIFICATION BY THE UNDERWRITER
8.2(a). The Underwriter agrees to indemnify and hold harmless the Company
and each of its directors and officers and each person, if any, who controls
the Company within the meaning of Section 15 of the 1933 Act (collectively,
the "Indemnified Parties" for purposes of this Section 8.2) against any and
all losses, claims, damages, liabilities (including amounts paid in
settlement with the written consent of the Underwriter) or litigation
(including legal and other expenses) to which the Indemnified Parties may
become subject under any statute, at common law or otherwise, insofar as such
losses, claims, damages, liabilities or expenses (or actions in respect
thereof) or settlements are related to the sale or acquisition of the Fund's
shares or the Contracts and:
(i) arise out of or are based upon any untrue statement or
alleged untrue statement of any material fact
contained in the Registration Statement or prospectus
or sales literature of the Fund (or any amendment or
supplement to any of the foregoing), 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 or such alleged
statement or omission was made in reliance upon and in
conformity with information furnished to the
Underwriter or Fund by or on behalf of the Company 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
(ii) arise out of or as a result of statements or
representations (other than statements or
representations contained in the Registration
Statement, prospectus or sales literature for the
Contracts not supplied by the Underwriter or persons
under its control) or wrongful conduct of the Fund,
Adviser or Underwriter or persons under their control,
with respect to the sale or distribution of the
Contracts or Fund shares; or
(iii) arise out of any untrue statement or alleged untrue
statement of a material fact contained in a
Registration Statement, prospectus, or sales
literature covering the Contracts, or any amendment
thereof
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<PAGE>
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 the Company by or on behalf
of the Fund; or
(iv) arise as a result of any failure by the Fund to provide
the services and furnish the materials under the terms
of this Agreement (including a failure, whether
unintentional or in good faith or otherwise, to comply
with the diversification requirements specified in
Article VI of this Agreement); or
(v) arise out of or result from any material breach of any
representation and/or warranty made by the Underwriter
in this Agreement or arise out of or result from any
other material breach of this Agreement by the
Underwriter; as limited by and in accordance with the
provisions of Sections 8.2(b) and 8.2(c) hereof.
8.2(b). The Underwriter shall not be liable under this indemnification
provision with respect to any losses, claims, damages, liabilities or
litigation 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 Account, whichever is
applicable.
8.2(c). The Underwriter 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 Underwriter 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
Underwriter of any such claim shall not relieve the Underwriter 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, the
Underwriter will be entitled to participate, at its own expense, in the
defense thereof. The Underwriter also shall be entitled to assume the defense
thereof, with counsel satisfactory to the party named in the action. After
notice from the Underwriter to such party of the Underwriter's election to
assume the defense thereof, the Indemnified Party shall bear the fees and
expenses of any additional counsel retained by it, and the Underwriter 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.
15
<PAGE>
SCHEDULE A
SEPARATE ACCOUNTS AND ASSOCIATED CONTRACTS
Name of Separate Account and Policy Form Numbers of Contracts
Funded
DATE ESTABLISHED BY BOARD OF DIRECTORS BY SEPARATE ACCOUNT
<PAGE>
SCHEDULE B
PROXY VOTING PROCEDURE
The following is a list of procedures and corresponding responsibilities for
the handling of proxies relating to the Fund by the Underwriter, the Fund and
the Company. The defined terms herein shall have the meanings assigned in the
Participation Agreement except that the term "Company" shall also include the
department or third party assigned by the Insurance Company to perform the
steps delineated below.
1. The number of proxy proposals is given to the Company by the Underwriter
as early as possible before the date set by the Fund for the shareholder
meeting to facilitate the establishment of tabulation procedures. At this
time the Underwriter will inform the Company of the Record, Mailing and
Meeting dates. This will be done verbally approximately two months before
meeting.
2. Promptly after the Record Date, the Company will perform a "tape run",
or other activity, which will generate the names, addresses and
number of units which are attributed to each contractowner/policyholder
(the "Customer") as of the Record Date. Allowance should be made for
account adjustments made after this date that could affect the status of
the Customers' accounts as of the Record Date.
Note: The number of proxy statements is determined by the activities
described in Step #2. The Company will use its best efforts to call in the
number of Customers to Fidelity, as soon as possible, but no later than two
weeks after the Record Date.
3. The Fund's Annual Report must be sent to each Customer by the
Company either before or together with the Customers' receipt of a proxy
statement. Underwriter will provide the last Annual Report to the
Company pursuant to the terms of Section 3.3 of the Agreement to which
this Schedule relates.
4. The text and format for the Voting Instruction Cards ("Cards" or
"Card" is provided to the Company by the Fund. The Company, at its
expense, shall produce and personalize the Voting Instruction Cards. The
Legal Department of the Underwriter or its affiliate ("Fidelity
Legal") must approve the Card before it is printed. Allow approximately
2-4 business days for printing information on the Cards. Information
commonly found on the Cards includes:
a. name (legal name as found on account registration)
b. address
c. Fund or account number
d. coding to state number of units
e. individual Card number for use in tracking and verification
of votes (already on Cards as printed by the Fund)
(This and related steps may occur later in the chronological process due to
possible uncertainties relating to the proposals.)
<PAGE>
5. During this time, Fidelity Legal will develop, produce, and the Fund will
pay for the Notice of Proxy and the Proxy Statement (one document).
Printed and folded notices and statements will be sent to Company for
insertion into envelopes (envelopes and return envelopes are provided and
paid for by the Insurance Company). Contents of envelope sent to
Customers by Company will include:
a. Voting Instruction Card(s)
b. One proxy notice and statement (one document)
c. return envelope (postage pre-paid by Company) addressed to the
Company or its tabulation agent
d. "urge buckslip" - optional, but recommended. (This is a small,
single sheet of paper that requests Customers to vote as quickly
as possible and that their vote is important. One copy will be
supplied by the Fund.)
e. cover letter - optional, supplied by Company and reviewed and
approved in advance by Fidelity Legal.
6. The above contents should be received by the Company approximately 3-5
business days before mail date. Individual in charge at Company reviews
and approves the contents of the mailing package to ensure correctness
and completeness. Copy of this approval sent to Fidelity Legal.
7. Package mailed by the Company.
* The Fund MUST allow at least a 15-day solicitation time to the
Company as the shareowner. (A 5-week period is recommended.)
Solicitation time is calculated as calendar days from (but NOT
including) the meeting, counting backwards.
8. Collection and tabulation of Cards begins. Tabulation usually takes place
in another department or another vendor depending on process used. An
often used procedure is to sort Cards on arrival by proposal into vote
categories of all yes, no, or mixed replies, and to begin data entry.
Note: Postmarks are not generally needed. A need for postmark information
would be due to an insurance company's internal procedure and has not
been required by Fidelity in the past.
9. Signatures on Card checked against legal name on account registration
which was printed on the Card.
Note: For Example, If the account registration is under "Bertram C.
Jones, Trustee," then that is the exact legal name to be printed on the
Card and is the signature needed on the Card.
<PAGE>
10. If Cards are mutilated, or for any reason are illegible or are not signed
properly, they are sent back to Customer with an explanatory letter, a
new Card and return envelope. The mutilated or illegible Card is
disregarded and considered to be NOT RECEIVED for purposes of vote
tabulation. Any Cards that have "kicked out" (e.g. mutilated, illegible)
of the procedure are "hand verified," i.e., examined as to why they did
not complete the system. Any questions on those Cards are usually
remedied individually.
11. There are various control procedures used to ensure proper tabulation of
votes and accuracy of that tabulation. The most prevalent is to sort the
Cards as they first arrive into categories depending upon their vote; an
estimate of how the vote is progressing may then be calculated. If the
initial estimates and the actual vote do not coincide, then an internal
audit of that vote should occur. This may entail a recount.
12. The actual tabulation of votes is done in units which is then converted
to shares. (It is very important that the Fund receives the tabulations
stated in terms of a percentage and the number of SHARES.) Fidelity Legal
must review and approve tabulation format.
13. Final tabulation in shares is verbally given by the Company to Fidelity
Legal on the morning of the meeting not later than 10:00 a.m. Boston
time. Fidelity Legal may request an earlier deadline if required to
calculate the vote in time for the meeting.
14. A Certificate of Mailing and Authorization to Vote Shares will be
required from the Company as well as an original copy of the final vote.
Fidelity Legal will provide a standard form for each Certification.
15. The Company will be required to box and archive the Cards received from
the Customers. In the event that any vote is challenged or if otherwise
necessary for legal, regulatory, or accounting purposes, Fidelity Legal
will be permitted reasonable access to such Cards.
16. All approvals and "signing-off" may be done orally, but must always be
followed up in writing.
<PAGE>
PARTICIPATION AGREEMENT
THIS AGREEMENT is made this 31 day of January, 1995, by and among The
Alger American Fund (the "Trust"), an open-end management investment company
organized as a Massachusetts business trust, Hartford Life Insurance Co., a
life insurance company organized as a corporation under the laws of the State
of Connecticut, (the "Company"), on its own behalf and on behalf of each
segregated asset account of the Company set forth in Schedule A, as may be
amended from time to time (the "Accounts"), and Fred Alger and Company,
Incorporated, a Delaware corporation, the Trust's distributor (the
"Distributor").
WHEREAS, the Trust is registered with the Securities and Exchange
Commission (the "Commission") as an open-end management investment company
under the Investment Company Act of 1940, as amended (the "1940 Act"), and
has an effective registration statement relating to the offer and sale of the
various series of its shares under the Securities Act of 1933, as amended
(the "1933 Act");
WHEREAS, the Trust and the Distributor desire that Trust shares be used as
an investment vehicle for separate accounts established for variable life
insurance policies and variable annuity contracts to be offered by life
insurance companies which have entered into fund participation agreements
with the Trust (the "Participating Insurance Companies");
WHEREAS, shares of beneficial interest in the Trust are divided into
several series of shares, each representing an interest in a particular
managed portfolio of securities and other assets, and certain of those series
named in Schedule B (the "Portfolios") are to be made available for
purchase by the Company for the Accounts;
WHEREAS, the Trust has received an order from the Commission, dated
February 17, 1989 (File No. 812-7076), granting Participating Insurance
Companies and their separate accounts exemptions from the provisions of
Sections 9(a), 13(a), 15(a) and 15(b) of the 1940 Act, and Rules
6e-2(b)(15) and 6e-3(T)(b)(15) thereunder, to the extent necessary to permit
shares of the Portfolios of the Trust to be sold to and held by variable
annuity and variable life insurance separate accounts of both affiliated and
unaffiliated life insurance companies (the "Shared Funding Exemptive
Order");
WHEREAS, the Company has registered or will register under the 1933 Act
certain variable life insurance policies and variable annuity contracts to be
issued by the Company under which the Portfolios are to be made available as
investment vehicles (the "Contracts");
WHEREAS, the Company has registered or will register each Account as a
unit investment trust under the 1940 Act unless an exemption from
registration under the 1940 Act is available and the Trust has been so
advised;
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<PAGE>
WHEREAS, the Company desires to use shares of one or more Portfolios as
investment vehicles for the Accounts;
NOW THEREFORE, in consideration of their mutual promises, the parties
agree as follows:
ARTICLE I.
PURCHASE AND REDEMPTION OF TRUST PORTFOLIO SHARES
1.1. For purposes of this Article I, the Company shall be the Trust's agent
for the receipt from each account of purchase orders and requests for
redemption pursuant to the Contracts relating to each Portfolio, provided
that the Company notifies the Trust of such purchase orders and requests
for redemption by 9:30 a.m. Eastern time on the next following Business
Day, as defined in Section 1.3.
1.2. The Trust shall make shares of the Portfolios available to the Accounts
at the net asset value next computed after receipt of a purchase order by
the Trust (or its agent), as established in accordance with the provisions
of the then current prospectus of the Trust describing Portfolio purchase
procedures. The Company will transmit orders from time to time to the
Trust for the purchase and redemption of shares of the Portfolios. The
Trustees of the Trust (the "Trustees") may refuse to sell shares of any
Portfolio to any person, or suspend or terminate the offering of shares
of any Portfolio if such action is required by law or by regulatory
authorities having jurisdiction or if, in the sole discretion of the
Trustees acting in good faith and in light of their fiduciary duties
under federal and any applicable state laws, such action is deemed in the
best interests of the shareholders of such Portfolio.
1.3. The Company shall pay for the purchase of shares of a Portfolio on
behalf of an Account with federal funds to be transmitted by wire to the
Trust, with the reasonable expectation of receipt by the Trust by 2:00
p.m. Eastern time on the next Business Day after the Trust (or its agent)
receives the purchase order. Upon receipt by the Trust of the federal
funds so wired, such funds shall cease to be the responsibility of the
Company and shall become the responsibility of the Trust for this purpose.
"Business Day" shall mean any day on which the New York Stock Exchange is
open for trading and on which the Trust calculates its net asset value
pursuant to the rules of the Commission.
1.4. The Trust will redeem for cash any full or fractional shares of any
Portfolio, when requested by the Company on behalf of an Account, at the
net asset value next computed after receipt by the Trust (or its agent) of
the request for redemption, as established in accordance with the
provisions of the then current prospectus of the Trust describing
Portfolio redemption procedures. The Trust shall make payment for such
shares in the manner established from time to time by the Trust. Proceeds
of redemption with respect to a Portfolio will normally be paid to the
Company for an Account in federal funds
2
<PAGE>
transmitted by wire to the Company by order of the Trust with the
reasonable expectation of receipt by the Company by 2:00 p.m. Eastern
time on the next Business Day after the receipt by the Trust (or its
agent) of the request for redemption. Such payment may be delayed if, for
example, the Portfolio's cash position so requires or if extraordinary
market conditions exist, but in no event shall payment be delayed for a
greater period than is permitted by the 1940 Act. The Trust reserves the
right to suspend the right of redemption, consistent with Section 22(e) of
the 1940 Act and any rules thereunder.
1.5. Payments for the purchase of shares of the Trust's Portfolios by the
Company under Section 1.3 and payments for the redemption of shares of the
Trust's Portfolios under Section 1.4 on any Business Day may be netted
against one another for the purpose of determining the amount of any wire
transfer.
1.6. Issuance and transfer of the Trust's Portfolio shares will be by book
entry only. Stock certificates will not be issued to the Company or the
Accounts. Portfolio Shares purchased from the Trust will be recorded in
the appropriate title for each Account or the appropriate subaccount of
each Account.
1.7. The Trust shall furnish, on or before the ex-dividend date, notice to
the Company of any income dividends or capital gain distributions payable
on the shares of any Portfolio of the Trust. The Company hereby elects to
receive all such income dividends and capital gain distributions as are
payable on a Portfolio's shares in additional shares of that Portfolio.
The Trust shall notify the Company of the number of shares so issued as
payment of such dividends and distributions.
1.8. The Trust shall calculate the net asset value of each Portfolio on each
Business Day, as defined in Section 1.3. The Trust shall make the net
asset value per share for each Portfolio available to the Company or its
designated agent on a daily basis as soon as reasonably practical after
the net asset value per share is calculated and shall use its best efforts
to make such net asset value per share available to the Company by 6:30
p.m. Eastern time each Business Day.
1.9. The Trust agrees that its Portfolio shares will be sold only to
Participating Insurance Companies and their segregated asset accounts, to
the Fund Sponsor or its affiliates and to such other entities as may be
permitted by Section 817(h) of the Code, the regulations hereunder, or
judicial or administrative interpretations thereof. No shares of any
Portfolio will be sold directly to the general public. The Company agrees
that it will use Trust shares only for the purposes of funding the
Contracts through the Accounts listed in Schedule A, as amended from time
to time.
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<PAGE>
1.10. The Trust agrees that all Participating Insurance Companies shall have
the obligations and responsibilities regarding pass-through voting and
conflicts of interest corresponding materially to those contained in
Section 2.9 and Article IV of this Agreement.
ARTICLE II.
OBLIGATIONS OF THE PARTIES
2.1. The Trust shall prepare and be responsible for filing with the
Commission and any state regulators requiring such filing all shareholder
reports, notices, proxy materials (or similar materials such as voting
instruction solicitation materials), prospectuses and statements of
additional information of the Trust. The Trust shall bear the costs of
registration and qualification of shares of the Portfolios, preparation
and filing of the documents listed in this Section 2.1 and all taxes to
which an issuer is subject on the issuance and transfer of its shares.
2.2. At the option of the Company, the Trust shall either (a)
provide the Company with as many copies of portions of the Trust's
current prospectus, annual report, semi-annual report and other
shareholder communications, including any amendments or supplements
to any of the foregoing, pertaining specifically to the Portfolios as
the Company shall reasonably request; or (b) provide the Company with
a camera ready copy of such documents in a form suitable for printing
and from which the information relating to each of the series of the
Trust other than the Portfolios has been deleted to the extent
practicable. Should the Company wish to print any such document in a
different format than that provided by the Trust, the Company shall
bear the cost of any format change. The Trust shall provide the
Company with a copy of its current statement of additional
information, including any amendments or supplements, in a form
suitable for duplicaton by the Company (at its expense). The Trust
(at its expense) shall provide the Company with copies of any
Trust-sponsored proxy materials in such quantity as the Company shall
reasonably require for distribution to Contract owners.
2.3. The Trust shall bear its proportionate share of the costs of printing
and distributing documents including the Trust's prospectus, shareholder
reports and other shareholder communications to owners of Contracts for
which a Portfolio or Portfolios of the Trust is serving or may serve as an
investment vehicle, such proportionate share, when not directly
determinable, to be based on the relative number of pages. The Company
will use its best efforts to control those costs, will submit bills
therefor to the Trust for reimbursement, and will advise the Trust
semi-annually of how many Contract owners are using the Trust as a funding
vehicle. The Company shall bear the costs of distributing proxy materials
(or similar materials such as voting solicitation instructions) and
statements of additional information to Contract owners, as well as
printing and distribution costs relating to prospective owners of
Contracts. The Company assumes sole responsibility for ensuring that such
materials are delivered to Contract owners in accordance with applicable
federal and state securities laws.
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<PAGE>
2.4. The Company agrees and acknowledges that the Distributor is the sole
owner of the name and mark "Alger" and that all use of any designation
comprised in whole or part of such name or mark under this Agreement shall
insure to the benefit of the Distributor. Except as provided in Section
2.5. the Company shall not use any such name or mark on its own behalf or
on behalf of the Accounts or Contracts in any registration statement,
advertisement, sales literature or other materials relating to the
Accounts or Contracts without the prior written consent of the
Distributor. Upon termination of this Agreement for any reason, the
Company shall cease all use of any such name or mark as soon as reasonably
practicable.
2.5. The Company shall furnish, or cause to be furnished, to the Trust or
its designee a copy of each Contract prospectus and/or statement of
additional information describing the Contracts, each report to Contract
owners, proxy statement, application for exemption or request for
no-action letter in which the Trust or the Distributor is named
contemporaneously with the filing of such document with the Commission.
The Company shall furnish, or shall cause to be furnished, to the Trust
or its designee each piece of sales literature or other promotional
material in which the Trust or the Distributor is named, at least five
Business Days prior to its use. No such material shall be used if the
Trust or its designee reasonably objects to such use within three
Business Days after receipt of such material.
2.6. The Company shall not give any information or make any representations
or statements on behalf of the Trust or concerning the Trust or the
Distributor in connection with the sale of the Contracts other than
information or representations contained in and accurately derived from
the registration statement or prospectus for the Trust shares (as such
registration statement and prospectus may be amended or supplemented from
time to time), annual and semi-annual reports of the Trust,
Trust-sponsored proxy statements, or in sales literature or other
promotional material approved by the Trust or its designee, except as
required by legal process or regulatory authorities or with the prior
written permission of the Trust, the Distributor or their respective
designees. The Trust and the Distributor agree to respond to any request
for approval on a prompt and timely basis. The Company shall adopt and
implement procedures reasonably designed to ensure that "broker only"
materials including information therein about the Trust or the Distributor
are not distributed to existing or prospective Contract owners.
2.7. The Trust shall use its best efforts to provide the Company, on a timely
basis, with such information about the Trust, the Portfolios and the
Distributor, in such form as the Company may reasonably require, as the
Company shall reasonably request in connection with the preparation of
registration statements, prospectuses and annual and semi-annual reports
pertaining to the Contracts.
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<PAGE>
2.8. The Trust and the Distributor shall not give, and agree that no
affiliate of either of them shall give, any information or make any
representations or statements on behalf of the Company or concerning the
Company, the Accounts or the Contracts other than information or
representations contained in and accurately derived from the registration
statement or prospectus for the Contracts (as such registration statement
and prospectus may be amended or supplemented from time to time), or in
materials approved by the Company for distribution including sales
literature or other promotional materials, except as required by legal
process or regulatory authorities or with the prior written permission of
the Company. The Company agrees to respond to any request for approval on
a prompt and timely basis.
2.9. So long as, and to the extent that, the Commission interprets the 1940
Act to require pass-through voting privileges for Contract owners, the
Company will provide pass-through voting privileges to Contract owners
whose cash values are invested, through the registered Accounts, in
shares of one or more Portfolios of the Trust. The Trust shall require
all Participating Insurance Companies to calculate voting privileges in
the same manner and the Company shall be responsible for assuring that
the Accounts calculate voting privileges in the manner established by the
Trust. With respect to each registered Account, the Company will vote
shares of each Portfolio of the Trust held by a registered Account and
for which no timely instructions from Contract owners are received in the
same proportion as those shares for which voting instructions are
received. The Company and its agents will in no way recommend or oppose or
interfere with the solicitation of proxies for Portfolio shares held to
fund the Contracts without the prior written consent of the Trust, which
consent may be withheld in the Trust's sole discretion. The Company
reserves the right, to the extent permitted by law, to vote shares held in
any Account in its sole discretion.
2.10. The Company and the Trust will each provide to the other information
about the results of any regulatory examination relating to the Contracts
or the Trust, including relevant portions of any "deficiency letter" and
any response thereto.
2.11. No compensation shall be paid by the Trust to the Company, or by the
Company to the Trust, under this Agreement (except for specified expense
reimbursements). However, nothing herein shall prevent the parties hereto
from otherwise agreeing to perform, and arranging for appropriate
compensation for, other services relating to the Trust, the Accounts or
both.
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ARTICLE III.
REPRESENTATIONS AND WARRANTIES
3.1. The Company represents and warrants that it is an insurance company duly
organized and in good standing under the laws of the State of Connecticut
and that it has legally and validly established each Account as a
segregated asset account under such law as of the date set forth in
Schedule A, and that Hartford Equity Sales Company, the principal
underwriter for the Contracts, is registered as a broker-dealer under the
Securities Exchange Act of 1934 and is a member in good standing of the
National Association of Securities Dealers, Inc.
3.2. The Company represents and warrants that it has registered or, prior to
any issuance or sale of the Contracts, will register each Account as a
unit investment trust in accordance with the provisions of the 1940 Act
and cause each Account to remain so registered to serve as a segregated
asset account for the Contracts, unless an exemption from registration is
available.
3.3. The Company represents and warrants that the Contracts will be
registered under the 1933 Act unless an exemption from registration is
available prior to any issuance or sale of the Contracts; the Contracts
will be issued and sold in compliance in all material respects with all
applicable federal and state laws; and the sale of the Contracts shall
comply in all material respects with state insurance law suitability
requirements.
3.4. The Trust represents and warrants that it is duly organized and validly
existing under the laws of the Commonwealth of Massachusetts and that
it does and will comply in all material respects with the 1940 Act and the
rules and regulations thereunder.
3.5. The Trust and the Distributor represent and warrant that the Portfolio
shares offered and sold pursuant to this Agreement will be registered
under the 1933 Act and sold in accordance with all applicable federal and
state laws, and the Trust shall be registered under the 1940 Act prior to
and at the time of any issuance or sale of such shares. The Trust shall
amend its registration statement under the 1933 Act and the 1940 Act from
time to time as required in order to effect the continuous offering of
its shares. The Trust shall register and qualify its shares for sale in
accordance with the laws of the various states only if and to the extent
deemed advisable by the Trust.
3.6. The Trust represents and warrants that the investments of each Portfolio
will comply with the diversification requirements for variable annuity,
endowment or life insurance contracts set forth in Section 817(h) of the
Internal Revenue Code of 1986, as amended (the "Code"), and the rules and
regulations thereunder, including without limitation Treasury Regulation
1.817-5, and will notify the Company immediately upon having a reasonable
basis for believing any Portfolio has ceased to comply or might not so
comply
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<PAGE>
and will immediately take all reasonable steps to adequately diversify the
Portfolio to achieve compliance within the grace period afforded by
Regulation 1.817-5.
3.7. The Trust represents and warrants that it is currently qualified as a
"regulated investment company" under Subchapter M of the Code, that it
will make every effort to maintain such qualification and will notify the
Company immediately upon having a reasonable basis for believing it has
ceased to so qualify or might not so qualify in the future.
3.8. The Trust represents and warrants that it, its directors, officers,
employees and others dealing with the money or securities, or both, of a
Portfolio shall at all times be covered by a blanket fidelity bond or
similar coverage for the benefit of the Trust in an amount not less than
the minimum coverage required by Rule 17g-1 or other applicable
regulations under the 1940 Act. Such bond shall include coverage for
larceny and embezzlement and be issued by a reputable bonding company.
3.9. The Distributor represents that it is duly organized and validly
existing under the laws of the State of Delaware and that it is
registered, and will remain registered, during the term of this Agreement,
as a broker-dealer under the Securities Exchange Act of 1934 and is a
member in good standing of the National Association of Securities Dealers,
Inc.
ARTICLE IV.
POTENTIAL CONFLICTS
4.1. The parties acknowledge that a Portfolio's shares may be made available
for investment to other Participating Insurance Companies. In such event,
the Trustees will monitor the Trust for the existence of any material
irreconcilable conflict between the interests of the contract owners of
all Participating Insurance Companies. A material irreconcilable conflict
may arise for a variety of reasons, including: (a) an action by any state
insurance regulatory authority; (b) a change in applicable federal or
state insurance, tax or securities laws or regulations, or a public
ruling, private letter ruling, no-action or interpretative letter, or any
similar action by insurance, tax, or securities regulatory authorities;
(c) an administrative or judicial decision in any relevant proceeding;
(d) the manner in which the investments of any Portfolio are being
managed; (e) a difference in voting instructions given by variable annuity
contract and variable life insurance contract owners; or (f) a decision by
an insurer to disregard the voting instructions of contract owners. The
Trust shall promptly inform the Company of any determination by the
Trustees that a material irreconcilable conflict exists and of the
implications thereof.
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<PAGE>
4.2. The Company agrees to report promptly any potential or existing
conflicts of which it is aware to the Trustees. The Company will assist
the Trustees in carrying out their responsibilities under the Shared
Funding Exemptive Order by providing the Trustees with all information
reasonably necessary for and requested by the Trustees to consider any
issues raised including, but not limited to, information as to a decision
by the Company to disregard Contract owner voting instructions. All
communications from the Company to the Trustees may be made in care of
the Trust.
4.3. If it is determined by a majority of the Trustees, or a majority of the
disinterested Trustees, that a material irreconcilable conflict exists
that affects the interests of contract owners, the Company shall, in
cooperation with other Participating Insurance Companies whose contract
owners are also affected, at its own expense and to the extent reasonably
practicable (as determined by the Trustees) take whatever steps are
necessary to remedy or eliminate the material irreconcilable conflict,
which steps could include: (a) withdrawing the assets allocable to some or
all of the Accounts from the Trust or any Portfolio and reinvesting such
assets in a different investment medium, including (but not limited to)
another Portfolio of the Trust, or submitting the question of whether or
not such segregation should be implemented to a vote of all affected
Contract owners and, as appropriate, segregating the assets of any
appropriate group (i.e., annuity contract owners, life insurance contract
owners, or variable contract owners of one or more Participating Insurance
Companies) that votes in favor of such segregation, or offering to the
affected Contract owners the option of making such a change; and (b)
establishing a new registered management investment company or managed
separate account.
4.4. If a material irreconcilable conflict arises because of a decision by
the Company to disregard Contract owner voting instructions and that
decision represents a minority position or would preclude a majority vote,
the Company may be required, at the Trust's election, to withdraw the
affected Account's investment in the Trust and terminate this Agreement
with respect to such Account; provided, however that such withdrawal and
termination shall be limited to the extent required by the foregoing
material irreconcilable conflict as determined by a majority of the
disinterested Trustees. Any such withdrawal and termination must take
place within six (6) months after the Trust gives written notice that this
provision is being implemented. Until the end of such six (6) month
period, the Trust shall continue to accept and implement orders by the
Company for the purchase and redemption of shares of the Trust.
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<PAGE>
4.5. If a material irreconcilable conflict arises because a particular state
insurance regulator's decision applicable to the Company conflicts with
the majority of other state regulators, then the Company will withdraw
the affected Account's investment in the Trust and terminate this
Agreement with respect to such Account within six (6) months after
the Trustees inform the Company in writing that the Trust has determined
that such decision has created a material irreconcilable conflict;
provided, however, that such withdrawal and termination shall be limited
to the extent required by the foregoing material irreconcilable
conflict as determined by a majority of the disinterested Trustees. Until
the end of such six (6) month period, the Trust shall continue to accept
and implement orders by the Company for the purchase and redemption of
shares of the Trust.
4.6. For purposes of Section 4.3 through 4.6 of this Agreement, a majority of
the disinterested Trustees shall determine whether any proposed action
adequately remedies any material irreconcilable conflict, but in no
event will the Trust be required to establish a new funding medium for
any Contract. The Company shall not be required to establish a new
funding medium for the Contracts if an offer to do so has been declined
by vote of a majority of Contract owners materially adversely affected
by the material irreconcilable conflict. In the event that the Trustees
determine that any proposed action does not adequately remedy any
material irreconcilable conflict, then the Company will withdraw the
Account's investment in the Trust and terminate this Agreement within
six (6) months after the Trustees inform the Company in writing of the
foregoing determination; provided, however, that such withdrawal and
termination shall be limited to the extent required by any such material
irreconcilable conflict as determined by a majority of the disinterested
Trustees.
4.7. The Company shall at least annually submit to the Trustees such reports,
materials or data as the Trustees may reasonably request so that the
Trustees may fully carry out the duties imposed upon them by the Shared
Funding Exemptive Order, and said reports, materials and data shall be
submitted more frequently if reasonably deemed appropriate by the
Trustees.
4.8. If and to the extent that Rule 6e-3(T) is amended, or Rule 6e-3 is
adopted, to provide exemptive relief from any provision of the 1940 Act
or the rules promulgated thereunder with respect to mixed or shared
funding (as defined in the Shared Funding Exemptive Order) on terms and
conditions materially different from those contained in the Shared
Funding Exemptive Order, then the Trust and/or the Participating
Insurance Companies, as appropriate, shall take such steps as may be
necessary to comply with Rule 6e-3(T), as amended, or Rule 6e-3, as
adopted, to the extent such rules are applicable.
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ARTICLE V.
INDEMNIFICATION
5.1. INDEMNIFICATION BY THE COMPANY. The Company agrees to indemnify and hold
harmless the Distributor, the Trust and each of its Trustees, officers,
employees and agents and each person, if any, who controls the Trust
within the meaning of Section 15 of the 1933 Act (collectively, the
"Indemnified Parties' for purposes of this Section 5.1) against any and
all losses, claims, damages, liabilities (including amounts paid in
settlement with the written consent of the Company, 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 the Contracts or Trust shares and:
(a) arise out of or are based upon any untrue statements or alleged untrue
statements of any material fact contained in a registration
statement or prospectus for the Contracts or in the Contracts
themselves or in sales literature generated or approved by the
Company on behalf of the Contracts or Accounts (or any amendment or
supplement to any of the foregoing) (collectively, "Company
Documents' for the purposes of this Article V), 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 the Company by or on behalf of the Trust
for use in Company Documents or otherwise for use in connection
with the sale of the Contracts or Trust shares; or
(b) arise out of or result from statements or representations (other
than statements or representations contained in and accurately
derived from Trust Documents as defined in Section 5.2(a)) or
wrongful conduct of the Company or persons under its control, with
respect to the sale or acquisition of the Contracts or Trust
shares; or
(c) arise out of or result from any untrue statement or alleged untrue
statement of a material fact contained in Trust Documents as
defined in Section 5.2(a) 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 Trust by or on
behalf of the Company; or
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<PAGE>
(d) arise out of or result from any failure by the Company to provide
the services or furnish the materials required under the terms of
this Agreement; or
(e) arise out of or result from any material breach of any
representation and/or warranty made by the Company in this
Agreement or arise out of or result from any other material breach
of this Agreement by the Company; or
(f) arise out or result from the provision by the Company to the Trust
of insufficient or incorrect information regarding the purchase or
sale of shares of any Portfolio, or the failure of the COmpany to
provide such information on a timely basis.
5.2. INDEMNIFICATION BY THE DISTRIBUTOR OR THE TRUST. The Distributor and the
Trust jointly and severally agree to indemnify and hold harmless the
Company and each of its directors, officers, employees, and agents and
each person, if any, who controls the Company within the meaning of
Section 15 of the 1933 Act (collectively, the "Indemnified Parties'
for the purposes of this Section 5.2) against any and all losses,
claims, damages, liabilities (including amounts paid in settlement with
the written consent of the Distributor, 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 the Contracts or Trust shares and:
(a) arise out of or are based upon any untrue statements or alleged
untrue statements of any material fact contained in the registration
statement or prospectus for the Trust (or any amendment or supplement
thereto) (collectively, "Trust Documents' for the purposes of this
Article V), 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 the Distributor or the
Trust by or on behalf of the Company for use in Trust Documents or
otherwise for use in connection with the sale of the Contracts or
Trust shares and; or
(b) arise out of or result from statements or representations (other
than statements or representations contained in and accurately
derived from Company Documents) or wrongful conduct of the
Distributor or persons under its control, with respect to the sale
or acquisition of the Contracts or Portfolio shares; or
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<PAGE>
(c) arise out of or result from any untrue statement or alleged untrue
statement of a material fact contained in Company Documents 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 Company by or on behalf of the
Trust; or
(d) arise out of or result from any failure by the Distributor or the
Trust to provide the services or furnish the materials required
under the terms of this Agreement; or
(e) arise out of or result from any material breach of any
representation and/or warranty made by the Distributor or the
Trust in this Agreement or arise out of or result from any other
material breach of this Agreement by the Distributor or the Trust;
or
(f) arise out of or result from the failure of the Trust to comply
with the diversification requirements specified in Section 3.6
hereof.
5.3. None of the Company, the Trust or the Distributor shall be liable
under the indemnification provisions of Sections 5.1 or 5.2, as
applicable, with respect to any Losses incurred or assessed against
an Indemnified Party that arise from such Indemnified Party's
willful misfeasance, bad faith or negligence in the performance of
such Indemnified Party's duties or by reason of such Indemnified
Party's reckless disregard of obligations or duties under this
Agreement.
5.4. None of the Company, the Trust or the Distributor shall be liable
under the indemnification provisions of Sections 5.1 or 5.2, as
applicable, with respect to any claim made against an Idemnified
party unless such Indemnified Party shall have notified the other
party in writing within a reasonable time after the summons, or
other first written notification, giving information of the nature
of the claim shall have been served upon or otherwise received by
such Indemnified Party (or after such Indemnified Party shall have
received notice of service upon or other notification to any
designated agent), but failure to notify the party against whom
indemnification is sought of any such claim shall not relieve that
party from any liability which it may have to the Indemnified Party
in the absence of Sections 5.1 and 5.2.
5.5. In case any such action is brought against an Indemnified Party, the
indemnifying party shall be entitled to participate, at its own
expense, in the defense of such action. The indemnifying party also
shall be entitled to assume the defense thereof, with counsel
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reasonably satisfactory to the party named in the action. After
notice from the indemnifying party to the Indemnified Party of an
election to assume such defense, the Indemnified Party shall bear
the fees and expenses of any additional counsel retained by it, and
the indemnifying party will not be liable to the Indemnified 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.
ARTICLE VI.
TERMINATION
6.1. This Agreement shall terminate:
(a) at the option of any party upon 60 days advance written notice
to the other parties, unless a shorter time is agreed to by
the parties;
(b) at the option of the Trust or the Distributor if the Contracts
issued by the Company cease to qualify as annuity contracts or
life insurance contracts, as applicable, under the Code or if
the Contracts are not registered, issued or sold in accordance
with applicable state and/or federal law; or
(c) at the option of any party upon a determination by a majority
of the Trustees of the Trust, or a majority of its
disinterested Trustees, that a material irreconcilable
conflict exists; or
(d) at the option of the Company upon institution of formal
proceedings against the Trust or the Distributor by the NASD,
the SEC, or any state securities or insurance department or
any other regulatory body regarding the Trust's or the
Distributor's duties under this Agreement or related to the
sale of Trust shares or the operation of the Trust; or
(e) at the option of the Company if the Trust or a Portfolio fails
to meet the diversification requirements specified in
Section 3.6 hereof; or
(f) at the option of the Company if shares of the Portfolios are
not reasonably available to meet the requirements of the
Contracts issued by the Company, as determined by the Company,
and upon prompt notice by the Company to the other parties; or
(g) at the option of the Company in the event any of the shares of
the Portfolios 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 media of the Contracts issued or to be issued by
the Company; or
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(h) at the option of the Company if the Portfolio fails to qualify
as a Regulated Investment Company under Subchapter M of the
Code; or
(i) at the option of any party if it shall determine in its sole
judgment exercised in good faith, that the other party and/or
its affiliated companies has suffered a material adverse
change in its business, operations, financial condition or
prospects since the date of this Agreement or is the subject
of material adverse publicity.
6.2. Notwithstanding any termination of this Agreement, the Trust shall,
at the option of the Company, continue to make available additional
shares of any Portfolio and redeem shares of any Portfolio pursuant
to the terms and conditions of this Agreement for all Contracts in
effect on the effective date of termination of this Agreement.
6.3. The provisions of Article V shall survive the termination of this
Agreement, and the provisions of Article IV and Section 2.9 shall
survive the termination of this Agreement as long as shares of the
Trust are held on behalf of Contract owners in accordance with
Section 6.2.
ARTICLE VII.
NOTICES
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 Trust or its Distributor:
Fred Alger Management, Inc.
30 Montgomery Street
Jersey City, NJ 07302
Attn: Gregory S. Duch
If to the Company:
Hartford Life Insurance Company
200 Hopmeadow Street
Simsbury, CT 06070
Attn: Greg Bubnash
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ARTICLE VIII.
MISCELLANEOUS
8.1. 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.
8.2. This Agreement may be executed in two or more counterparts, each of
which taken together shall constitute one and the same instrument.
8.3. If any provision of this Agreement shall be held or made invalid by
a court decision, statute, rule or otherwise, the remainder of the
Agreement shall not be affected thereby.
8.4. This Agreement shall be construed and the provisions hereof
interpreted under and in accordance with the laws of the State of
New York. It shall also be subject to the provisions of the federal
securities laws and the rules and regulations thereunder and to any
orders of the Commission granting exemptive relief therefrom and
the conditions of such orders. Copies of any such orders shall be
promptly forwarded by the Trust to the Company.
8.5. All liabilities of the Trust arising, directly or indirectly, under
this Agreement, of any and every nature whatsoever, shall be satisfied
solely out of the assets of the Trust and no Trustee, officer,
agent or holder of shares of beneficial interest of the Trust shall
be personally liable for any such liabilities.
8.6. Each party shall cooperate with each other party and all appropriate
governmental authorities (including without limitation the
Commission, the National Association of Securities Dealers, Inc.
and state insurance regulators) and shall permit such authorities
reasonable access to its books and records in connection with any
investigation or inquiry relating to this Agreement or the
transactions contemplated hereby.
8.7. 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.
8.8. This Agreement shall not be exclusive in any respect.
8.9. Neither this Agreement nor any rights or obligations hereunder may
be assigned by either party without the prior written approval of
the other party.
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8.10. No provisions of this Agreement may be amended or modified in any
manner except by a written agreement properly authorized and executed
by both parties.
8.11. Each party hereto shall, except as required by law or otherwise
permitted by this Agreement, 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 party
hereto, and shall not disclose such confidential information without
the written consent of the affected party unless such information has
become publicly available.
IN WITNESS WHEREOF, the parties have caused their duly authorized officers
to execute this Participation Agreement as of the date and year first above
written.
Fred Alger and Company, Incorporated
By: /s/ Gregory S. Duch
---------------------------
Name:
Title:
Alger American Fund
By: /s/ Gregory S. Duch
----------------------------
Name:
Title:
Hartford Life Insurance Co.
By: /s/ Juliana B. Dalton
----------------------------
Name: Juliana B. Dalton
Title: Vice President
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SCHEDULE B
Alger American Small Capitalization Portfolio
Alger American Growth Portfolio
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PARTICIPATION AGREEMENT
AMONG
THE GCG TRUST
AND
HARTFORD LIFE INSURANCE COMPANY
AND
DIRECTED SERVICES, INC.
THIS AGREEMENT, made and entered into this 26th day of September, 1994 by
and among The GCG Trust, a Massachusetts Business Trust (the "Fund"), Hartford
Life Insurance Company, a Connecticut corporation (the "Company"), on its own
behalf and on behalf of each separate account of the Company named in
Schedule 1 to this Agreement as in effect at the time this Agreement is
executed and such other separate accounts that may be added to Schedule 1 from
time to time in accordance with the provisions of Article XI of this
Agreement (each such account referred to as the "Account"), and Directed
Services, Inc., a New York corporation (the "Distributor").
WHEREAS, the Fund is engaged in business as an open-end management
investment company and was established for the purpose of serving as the
investment vehicle for separate accounts established for variable life
insurance policies and variable annuity contracts (collectively referred to
as "Variable Insurance Products," the owners of such products being referred
to as "Product Owners") to be offered by insurance companies which have
entered into participation agreements with the Fund ("Participating Insurance
Companies"); and
WHEREAS, the common stock of the Fund (the "Fund shares")consists of
separate series ("Series") issuing separate classes of shares ("Series
shares"), each such class representing an interest in a particular managed
portfolio of securities and other assets; and
WHEREAS, the Fund filed with the Securities and Exchange Commission
(the"SEC") and the SEC has declared effective a registration statement
(referred to herein as the "Fund Registration Statement" and the prospectus
contained therein, or filed pursuant to Rule 497 under the 1933 Act, referred
to herein as the "Fund Prospectus") on Form N-1A to register itself as an
open-end management investment company under the Investment Company Act of
1940, as amended (the "1940 Act"), and the Fund shares under the Securities
Act of 1933, as amended (the "1933 Act"); and
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WHEREAS, the Company has filed or will file a registration statement with
the SEC to register under the 1933 Act interests in the variable life insurance
contracts and variable annuity contracts which may be added to Schedule 2 to
this Agreement as in effect at teh time this Agreement is executed and such
other variable life insurance polices and variable annuity contracts which may
be added to Schedule 2 from time to time in accordance with the terms and
provisions of the Agreement (such policies and contracts shall be referred to
herein collectively as the "Contracts" each such registration statement for a
class or classes or contracts listed on Schedule 2 being referred to as the
"Contracts Registration Statement" and the prospectus with respect to the
offering of the Contracts being referred to as the "Prospectus" and the
owners of the such contracts, as distinguished from all Product Owners, being
referred to as "Contract Owners"); and
WHEREAS, the Accounts, validly existing separate accounts, duly authorized
by resolution of the Board of Directors of the Company on the dates set
forth on Schedule 1, set aside and invest assets attributable to the
Contracts; and
WHEREAS, the Company has registered or will register the Accounts with the
SEC each as a unit investment trust under the 1940 Act before any Contracts
are issued by the Account; and
WHEREAS, the Distributor is registered as a broker-dealer with the SEC
under the Securities Exchange Act of 1934, as amended (the "1934 Act"), and
is a member in good standing of the National Association of Securities
Dealers, Inc. (the "NASD"); and
WHEREAS, the Distributor and the Fund have entered into an agreement (the
"Fund Distribution Agreement") pursuant to which the Distributor will
distribute Fund shares; and
WHEREAS, Bankers Trust Company (the "Investment Manager") is exempt from
registration as an investment adviser under the Investment Advisers Act of
1940 and serves as an investment manager to certain Series of the Fund
pursuant to an agreement; and
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WHEREAS, to the extent permitted by applicable insurance laws and
regulation, the Company intends to purchase Series shares of the Series named
on Schedule in Schedule 3 to this Agreement on behalf of the Accounts to fund
the Contracts and the Distributor is authorized to sell such Series shares to
the Accounts at net asset value;
NOW, THEREFORE, in consideration of their mutual promises, the Company,
the Fund and the Distributor agree as follows:
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ARTICLE I. Sale of Fund Shares
1.1. The Distributor agrees to sell to the company those Series shares
which the Company orders on behalf of the Account, executing such orders on a
daily basis in accordance with Section 1.4 of this Agreement.
1.2. The Fund agrees to make the shares so its Series available for purchase
by the Company on behalf of the Account at the then applicable net asset
value per share on Business Days as defined in Section 1.4 of this Agreement,
and the Fund shall use reasonable efforts to calculate such net value on each
such Business Day. Notwithstanding any other provision in this Agreement to
the contrary, the Board of Directors of the Fund (the "Fund Board") may
suspend or terminate the offering of Fund shares of any Series, if such
action is required by law or by regulatory authorities having jurisdiction or
if, in the sole discretion of the Fund Board acting in good faith and in
light of its fiduciary duties under Federal and any applicable state laws,
suspension or termination is necessary and in the best interests of the
shareholders of any Series (it being understood that "shareholders" for this
purpose shall mean Product Owners).
1.3. The Fund agrees to redeem, at the Company's request, any full or
fractional shares of the Fund held by the Account or the Company, executing
such requests at the net asset value on a daily basis in accordance with
Section 1.4 of this Agreement, the applicable provisions of the 1940 Act and
the then currently effective Prospectus. Notwithstanding the foregoing, the
Fund may delay redemption of Fund shares of any Series to the extent
permitted by the 1940 Act, any rules, regulations or orders thereunder, or the
then currently effective Prospectus.
1.4. (a) For purposes of Sections 1.1, 1.2 and 1.3, the Company shall be
the agent of the Fund for the limited purpose of receiving redemption and
purchase requests from the Account (but not from the general account of the
Company) based on transactions in the Account's securities or units, and
receipt on any Business Day by the Company as such limited agent of the Fund
prior to the time prescribed in the current Prospectus (which as of the date
of execution of this Agreement is 3 p.m.) shall constitute receipt by the
Fund on that same Business Day, provided that the Fund receives notice of
such redemption or purchase request by 10:00 a.m. Eastern Time on the next
following Business Day. For purposes of this Agreement, "Business Day" shall
mean any day on which the New York Stock exchange is open for trading.
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(b) The Company shall pay for shares of each Series on the same day
that it places an order with the Fund to purchase those Series shares.
Payment for Series shares will be made by the Account or the Company in
Federal Funds transmitted to the Fund by wire to be received no late than
4:00 p.m., on the day the Fund is properly notified of the purchase order for
Series shares (unless sufficient proceeds are available from redemption of
shares of other Series). The Fund will, upon receipt of notice of the
purchase order, inform the Investment Manager of such order. In the event
that the payment is not received by the Fund by 4:00 p.m. on the same day the
Company places an order with the Fund, the Company will reimburse the Fund
for all interest or other charges, if any, imposed on the Fund, and for all
losses, if any, incurred by the Fund as a result of such delayed payment.
(c) Payment for Series shares redeemed by the Account or the Company
will be made in Federal Funds transmitted to the Company by wired on the day
the Fund is notified of the redemption order of Series shares provided such
notification is received by the Fund by 10:00 a.m. Eastern Time (unless
redemption proceeds are applied to the purchase of shares of other Series),
except that the Fund reserved the right to delay payment of redemption
proceeds, but in no event may such payment be delayed longer than the period
permitted under Section 22(e) of the 1940 Act. Neither the Fund nor the
Distributor shall bear any responsibility whatsoever for the proper
disbursement or crediting of redemption proceeds; the Company alone shall be
responsible for such action. If notification of redemption is received after
10:00 a.m. Eastern Time, payment for redeemed shares will be made on the next
following Business Day.
(d) The Company, and the Distributor, on behalf of The Fund, shall
each bear the cost of any loss incurred by the other party or by the Contract
Owner, resulting from its own errors, mistakes or negligence.
1.5. Issuance and transfer of Fund shares will be by book entry only.
Stock certificates will not be issued to the Company or the Accounts.
Purchase and redemption orders for Fund shares will be recorded in an
appropriate ledger for the Accounts or the appropriate subaccount of the
Accounts.
1.6. The Fund shall furnish notice as soon as reasonably practicable to the
Company of any income dividends or capital gain distributions payable on any
Series shares. The Company, on its behalf and on behalf of the Accounts,
hereby elects to receive all such dividends and distributions as are payable
on any Series shares in the form of additional shares of that Series. The
Company reserves the right, on its behalf and on behalf of the Accounts, to
revoke this election and to receive all such dividends in cash.
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The Fund shall notify the Company of the number of Series shares so issued as
payment of such dividends and distributions.
1.7. The Fund shall use its best efforts to make the net asset value per
share for each Series available to the Company by 7 p.m. Eastern Time each
Business Day, and in any event, as soon as reasonably practicable after the
net asset value per share for such Series is calculated, and shall calculate
such net asset value in accordance with the then currently effective Prospectus.
Neither the Fund, any Series, the Distributor, nor the Investment Manager nor
any of their affiliates shall be liable for any information provided to the
Company pursuant to this Agreement which information is based on incorrect
information supplied by the Company to the Fund, the Distributor or the
Investment Manager.
1.8. The Fund and the Distributor agree that Fund shares will be sold only
to Participating Insurance Companies and their separate accounts or such other
persons as are permitted under applicable provisions of the Internal Revenue
Code of 1986, as amended (the "Code"), and regulations promulgated
thereunder, the sale to which will not impair the tax treatment currently
afforded the Contracts. The Fund and Distributor will not sell Fund shares
to any insurance company, separate account or other persons unless an
agreement complying with Article VII of this Agreement is in effect to
govern such sales. No Fund shares of any Series will be sold to the general
public.
ARTICLE II. Representations and Warranties
2.1. The Company represents and warrants (a) that the Contracts are
registered under the 1933 Act or will be so registered before the issuance
thereof, (b) that the Contracts will be issued in compliance in all material
respects with all applicable Federal and state laws and (c) that the Company
will require of every person distributing the Contracts (i) that the Contracts
be offered and sold in compliance in all material respects with all
applicable Federal and state laws and regulations promulgated thereunder, and
(ii) that at the time it is issued each Contract is a suitable purchase for
the applicant therefor under applicable state insurance laws. The Company
further represents and warrants that it is an insurance company duly
organized and in good standing under applicable law and that it has
legally and validly authorized the Account as a separate account under
Connecticut Insurance Law, and has registered or, prior to the issuance of
any Contracts, will register the Account as a unit investment trust in
accordance with the provisions of the 1940 to serve as a separate Account for
the Contracts, and that it will maintain such registration for so long as any
Contracts are outstanding.
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2.2. The Fund represents and warrants that Fund shares sold pursuant to
this Agreement shall be registered under the 1933 Act and duly authorized for
issuance in accordance with applicable law and that the Fund is and shall
remain registered under the 1940 Act for so long as the Fund shares are sold.
The Fund further represents and warrants that it is a Massachusetts Business
Trust duly organized and in good standing under the laws of Massachusetts.
2.3. The Fund represents that it currently qualifies and will make every
effort to continue to qualify as a Regulated Investment Company under
Subchapter M of the Internal Revenue Code of 1986, as amended, and to
maintain such qualification (under Subchapter M or any successor or similar
provision), and that it will notify the Company immediately upon having a
reasonable basis for believing that it has ceased to so qualify or that it
might not so qualify in the future.
2.4. The Fund represents that it will comply with Section 817(h) of the
Code, and all regulations issued thereunder.
2.5. The Company represents that the Contracts are currently and at the
time of issuance will be treated as life insurance policies or annuity
contracts, under applicable provisions of the Code. The Company shall make
every effort to maintain such treatment and shall notify the Fund and the
Distributor immediately upon having a reasonable basis for believing that the
Contracts have ceased to be so treated or that they might not be so treated
in the future.
2.6. The Fund makes no representation as to whether any aspect of its
operations (including, but not limited to, fees and expenses and investment
policies) complies with the insurance laws or regulations of state. The
Company alone shall be responsible for informing the Fund of any investment
restrictions imposed by state insurance law and applicable to the Fund.
2.7. The Distributor represents and warrants that the Distributor is duly
registered as a broker-dealer under the 1934 Act, a member in good standing
with the NASD, and duly registered as a broker-dealer under applicable state
securities laws; its operations are in compliance with applicable law, and
it will distribute the Fund shares according to applicable law.
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2.8. The Distributor, on behalf of the Investment Manager, represents and
warrants that the Investment Manager is exempt from registration as an
investment adviser under the Investment Advisers Act of 1940 and is in
compliance with applicable federal and state securities laws.
2.9. The Fund represents and warrants that it has and maintains a fidelity
bond in accordance with Rule 17g-1 under the 1940 Act.
ARTICLE III. Prospectuses and Proxy Statements; Sales Material and Other
Information
3.1. The Distributor shall provide the Company (at its expense) with as
many copies of the current Fund Prospectus as the Company may reasonably
request. If requested by the Company in lieu thereof, the Fund shall provide
the Fund Prospectus (including a final copy of the new prospectus as set in
type at the Distributor's expense) and other assistance as is reasonably
necessary in order for the Company to have a new Prospectus printed by the
Company.
3.2. The Fund Prospectus shall state that the Statement of Additional
Information for the Fund is available from the Distributor (or, in the Fund's
discretion, the Fund Prospectus shall state that such Statement is available
from the Fund), and the Distributor (or the Fund) shall provide such
Statement free of charge to the Company and to any outstanding or
prospective Contract owner who requests such Statement.
3.3. The Fund (at its cost) shall provide the Company with copies of its
proxy material, shareholder reports and other communications to shareholders.
3.4. The Company shall furnish the Prospectus, each piece of sales
literature or other promotional material, if any, in which the Fund or the
Investment Manager or the Distributor is named to the Fund or the
Distributor prior to its use. No such material shall be used, except with the
prior written permission of the Fund or the Distributor. The Fund and the
Distributor agree to respond to any request for approval on a prompt and
timely basis. Failure to respond shall not relieve the Company of the
obligation to obtain the prior written permission of the Fund or the
Distributor.
3.5. The Company shall not give any information or make any representations
or statements on behalf of the Fund or concerning the Fund other than the
information or representations contained in the Fund Registration Statement
or Fund Prospectus, as such Registration Statement and Prospectus may be
amended or supplemented from time to time, or in reports or proxy statements
for the Fund, or in sales
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literature or other promotional material approved by the Fund or by the
Distributor, except with the prior written permission of the Fund or the
Distributor. The Fund and the Distributor agree to respond to any request for
permission on a prompt and a timely basis. Failure to respond shall not
relieve the Company of the obligation to obtain the prior written permission
of the Fund or the Distributor.
3.6. The Fund and the Distributor shall not give any information or make
any representations on behalf of the Company or concerning the Company, the
Account or the Contracts other than the information or representations
contained in the Prospectus, as such Prospectus may be amended or
supplemented from time to time, or in published reports of the Accounts
which are in the public domain or approved in writing by the Company for
distribution to Contract owners, or in sales literature or other promotional
material approved in writing by the Company, except with the prior written
permission of the Company. The Company agrees to respond to any request for
permission on a prompt and timely basis. Failure to respond shall not relieve
the Fund or the Distributor of the obligation to obtain the prior written
permission of the Company.
3.7. The Fund will upon request of the Company provide to the Company at
least one complete copy of all Fund Registration Statements, Fund
Prospectuses, Statements of Additional Information, annual and semi-annual
reports and other reports, proxy statements, sales literature and other
promotional materials, applications for exemptions, requests for no-action
letters, and all amendments or supplements to any of the above, that relate
to the Fund or Fund shares, promptly after the filing of such documents with
the SEC or other regulatory authorities.
3.8. The Company will upon request of the Fund provide to the Fund at
least one complete copy of the Prospectus, reports, sales literature and
other promotional materials, if any, applications for exemptions, requests
for no-action letters, and all amendments or supplements to any of the
above, that relate to the Contracts or those Sub-Accounts of the Accounts to
which Contract purchase payments and value are allocable, promptly after the
filing of such document with the SEC or other regulatory authorities, or if
no such filing is required, prior to any use thereof.
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3.9. Each party will provide to the other party copies of draft versions
of any registration statements, prospectuses, statements of additional
information, reports, proxy statements, solicitations for voting
instructions, sales literature and other promotional materials, applications
for exemptions, requests for no-action letters, and all amendments or
supplements to any of the above, to the extent that the other party
reasonably needs such information for purposes of preparing a report or
other filing to be filed with or submitted to a regulatory agency. If a party
requests any such information before it has been filed, the other party will
provide the requested information if then available and in the version then
available at the time of such request.
3.10. For purposes of this Article III, the phrase "sales literature or
other promotional material" includes, but is not limited to, advertisements
(such as material published, or designed for use, in a newspaper, magazine or
other periodical, radio, television, telephone or tape recording, videotape
display, signs or billboards, motion pictures or other public media), sales
literature (i.e., any written communication distributed or made generally
available to customers or the public, including brochures, circulars,
research reports, market letters, form letters, seminar texts, or reprints or
excerpts of any other advertisement, sales literature, or published article),
educational or training materials or other communications distributed or made
generally available to some or all agents or employees, registration
statements, prospectuses, Statements of Additional Information, shareholder
reports and proxy materials, and any other material constituting sales
literature or advertising under NASD rules, the 1940 Act or the 1933 Act.
ARTICLE IV. Voting
To the extent required by law, the Company shall:
(a) solicit voting instructions from Contract owners;
(b) vote Fund shares of each Series attributable to Contract Owners
in accordance with instructions or proxies timely received from
such Contract Owners;
(c) vote Fund shares of each Series attributable to Contract Owners
for which no instructions have been received in the same
proportion as Fund shares of such Series for which instructions
have been timely received; and
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(d) vote Fund shares of each Series held by the Company on its own
behalf or on behalf of the Account that are not attributable to
Contract owners in the same proportion as Fund shares of such
Series for which instructions have been timely received.
ARTICLE V. Fees and Expenses
5.1. The Fund and Distributor shall pay no fee or other compensation to
the Company under this Agreement, except that if the Fund or any Series
adopts and implements a plan pursuant to Rule 12b-1 under the 1940 Act to
finance distribution expenses, then the Distributor may make payments to the
Company in amounts agreed to by the Company and the Distributor in writing.
Currently, no such payments are contemplated. The Fund currently does not
intend to make any payments to finance distribution expenses pursuant to Rule
12b-1 under the 1940 Act or in contravention of such rule, although it may
make payments pursuant to Rule 12b-1 in the future.
5.2. All expenses incident to performance by the Fund under this Agreement
(including expenses expressly assumed by the Fund pursuant to this Agreement)
shall be paid by the Fund to the extent permitted by law. Except as may
otherwise be provided in Sections 1.4 and 3.1 of this Agreement (or Article
VII, as it may be amended), the Company shall bear any of the expenses for
the cost of registration and qualification of the Fund shares under Federal
and any state securities law, preparation and filing of the Fund Prospectus
and Fund Registration Statement, Fund proxy materials and reports, setting
the Prospectus in type, setting in type and printing and distributing the
Fund proxy materials and reports to shareholders (including the costs of
printing a prospectus that constitutes an annual report), the preparation of
all statements and notices required by any Federal or state securities law, all
taxes on the issuance or transfer of Fund shares, and any expenses permitted
to be paid or assumed by the Fund pursuant to a plan, if any, under Rule
12b-1 under the 1940 Act.
ARTICLE VI. Compliance Undertakings
6.1. The Fund undertakes to comply with Subchapter M and Section 817(h) of
the Code, and all regulations issued thereunder.
6.2. The Fund shall amend the Fund REgistration Statement under the 1933
Act and the 1940 Act from time to time as required in order to effect for so
long as Fund shares are sold the continuous offering of Fund shares as
described in the then
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currently effective Fund Prospectus. The Fund shall register and qualify
Fund shares for sale to the extent required by applicable securities laws of
the various states.
6.3. The Company shall be responsible for assuring that the Prospectus
offering a Contract where it is reasonably probable that such Contract would
be a "modified endowment contract," as that term is defined in Section 7702A
of the Code, will identify such Contract as a modified endowment contract (or
policy).
6.4. To the extent that it decides to finance distribution expenses
pursuant to Rule 12b-1, the Fund undertakes to have a Fund Board of
Directors, a majority of whom are not interested persons of the Fund,
formulate and approve any plan under Rule 12b-1 to finance distribution
expenses.
ARTICLE VII. Potential Conflicts
The parties to this Agreement acknowledge that the Fund has filed an
application with the SEC to request an order granting relief from various
provisions of the 1940 Act and the rules thereunder to the extent necessary
to permit Fund shares to be sold to and held by variable annuity and variable
life insurance separate accounts of both affiliated and unaffiliated
Participating Insurance Companies. The parties to this Agreement agree that
the conditions or undertakings specified in such application and that may be
imposed on the Company, the Fund and/or the Distributor by virtue of such
order shall be incorporated herein by this reference, as of the date such
order is granted, as though set forth herein in full, and such parties agree
to comply with such conditions and undertakings to the extent applicable to
each such party. The Fund and the Distributor will not enter into a
participation agreement with any other Participating Insurance Company unless
it imposes the same conditions and undertakings incorporated by reference
herein on the parties to such agreement.
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ARTICLE VIII. Indemnification
8.1. Indemnification by the Company
The Company agrees to indemnify and hold harmless the Fund, the
Distributor and each person who controls or is associated with the Fund or
the Distributor within the meaning of such terms under the federal securities
laws and any officer, trustee, director, employee or agent of the foregoing,
against any and all losses, claims, damages or liabilities, joint or several
(including any investigative, legal and other expenses reasonably incurred in
connection with, and any amounts paid in settlement of, any action, suit or
proceeding or any claim asserted), to which they or any of them may become
subject under any statute or regulation, at common law or otherwise, insofar
as such losses, claims, damages or liabilities:
(a) arise out of or are based upon any untrue statement or alleged untrue
statement of any material fact contained in the Prospectus, sales
literature or other promotional material for the Contracts or the
Contracts themselves (or any amendment or supplement to any of the
foregoing), 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 in light of the circumstances in which they were made;
provided that this obligation to indemnify shall not apply if such
statement or omission or such alleged statement or alleged omission
was made in reliance upon and in conformity with information furnished in
writing to the Company by the Fund or the Distributor (or a person
authorized in writing to do so on behalf of the Fund or the Distributor)
for use in the, Prospectus or in the Contracts or sales literature (or
any amendment or supplement) or otherwise for use in connection with the
sale of the Contracts or Fund shares; or
(b) arise out of or are based upon any untrue statement or alleged untrue
statement of a material fact by or on behalf of the Company (other
than statements or representations contained in the Fund Registration
Statement, Fund Prospectus or sales literature or other promotional
material of the Fund not supplied by the Company or persons under
its control) or wrongful conduct of the Company or persons under its
control with respect to the sale or distribution of the Contracts or
Fund shares; or
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(c) arise out of any untrue statement or alleged untrue statement of a
material fact contained in the Fund Registration Statement, Fund
Prospectus or sales literature or other promotional material of the
Fund 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 statements therein not
misleading in light of the circumstances in which they were made, if
such statement or omission was made in reliance upon and in
conformity with information furnished to the Fund by or on behalf of
the Company; or
(d) arise as a result of any failure by the Company to provide the services
and furnish the materials or to make any payments under the terms of
this Agreement; or
(e) arise out of any material breach by the Company of this Agreement,
including but not limited to any of the representations and warranties
made by Company thereunder, or any failure to transmit a request for
redemption or purchase of Fund shares on a timely basis in
accordance with the procedures set forth in Article I.
This indemnification will be in addition to any liability which the Company
may otherwise have; provided, however, that no party shall be entitled to
indemnification if such loss, claim, damage or liability is due to the
willful misfeasance, bad faith, gross negligence or reckless disregard of
duty by the party seeking indemnification.
8.2. Indemnification by the Distributor
The Distributor, on its own behalf and behalf of the Fund, agrees to
indemnify and hold harmless the Company and each person who controls or is
associated with the Company within the meaning of such terms under the
federal securities laws and any officer, director, employee or agent of the
foregoing, against any and all losses, claims, damages or liabilities, joint
or several (including any investigative, legal and other expenses reasonably
incurred in connection with, and any amounts paid in settlement of, any
action, suit or proceeding or any claim asserted), to which they or any of
them may become subject under any statute or regulation, at common law or
otherwise, insofar as such losses, claims, damages or liabilities;
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(a) arise out of or are based upon any untrue statement or alleged untrue
statement of any material fact contained in the Fund Registration
Statement, Fund Prospectus (or any amendment or supplement thereto)
or sales literature or other promotional material of the Fund, 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 in light of the
circumstances in which they were made; provided that this obligation
to indemnify shall not apply if such statement or omission or alleged
statement or alleged omission was made in reliance upon and in
conformity with information furnished in writing by the Company to the
Fund or the Distributor for use in the Fund Registration Statement,
Fund Prospectus (or any amendment or supplement thereto) or sales
literature for the Fund or otherwise for use in connection with the
sale of the Contracts or Fund shares; or
(b) arise out of or are based upon any untrue statement or alleged untrue
statement of a material fact by the Distributor or the Fund (other than
statements or representations contained in the Fund Registration
Statement, Fund Prospectus or sales literature or other promotional
material of the Fund not supplied by the Distributor or the Fund or
persons under their control) or wrongful conduct of the Distributor or
persons under its control with respect to the sale or distribution of
the Contracts or Fund shares; or
(c) arise out of any untrue statement or alleged untrue statement of a
material fact contained in the Prospectus or sales literature or other
promotional material for the Contracts (or any amendment 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
statements therein not misleading in light of the circumstances in
which they were made, if such statement or omission was made in
reliance upon information furnished in writing by the Distributor or
the Fund to the Company (or a person authorized in writing to do so on
behalf of the Fund or the Distributor); or
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(d) arise as a result of any failure by the Fund to provide the services
and furnish the materials under the terms of this Agreement (including
a failure, whether unintentional or in good faith or otherwise, to
comply with the diversification requirements specified in Article VI
of this Agreement); or
(e) arise out of any material breach by the Distributor or the Fund of this
Agreement, including but not limited to any of the representations
and warranties made by Distributor hereunder.
This indemnification will be in addition to any liability which the
Distributor may otherwise have; provided, however, that no party shall be
entitled to indemnification if such loss, claim, damage or liability is due
to the willful misfeasance, bad faith, gross negligence or reckless disregard
of duty by the party seeking indemnification.
8.3. Indemnification Procedures
After receipt by a party entitled to indemnification ("indemnified party")
under this Article VIII of notice of the commencement of any action, if a
claim in respect thereof is to be made by the indemnified party against any
person obligated to provide indemnification under this Article VIII
("indemnifying party"),such indemnified party will notify the indemnifying
party in writing of the commencement thereof as soon as practicable
thereafter, provided that the omission to so notify the indemnifying party
will not relieve it from any liability under this Article VIII, except to the
extent that the omission results in a failure of actual notice to the
indemnifying party and such indemnifying party is damaged solely as a result
of the failure to give such notice. The indemnifying party, upon the request
of the indemnified party, shall retain counsel reasonably satisfactory to the
indemnified party to represent the indemnified party and any others the
indemnifying party may designate in such proceeding and shall pay the fees
and disbursements of such counsel related to such proceeding. In any such
proceeding, any indemnified party shall have the right to retain its own
counsel, but the fees and expenses of such counsel shall be at the expense of
such indemnified party unless (i) the indemnifying party and the indemnified
party shall have mutually agreed to the retention of such counsel or (ii) the
named parties to any such proceeding (including any impleaded parties)
include both the indemnifying party and the indemnified party and
representation of both parties by the same counsel would be inappropriate
due to actual or potential differing interests between them. The indemnifying
party shall not be liable for any settlement of any proceeding effected
without its written consent but if settled with such consent or if there be a
final
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judgment for the plaintiff, the indemnifying party agrees to indemnify the
indemnified party from and against any loss or liability by reason of such
settlement or judgment.
A successor by law of the parties to this Agreement shall be entitled to
the benefits of the indemnification contained in this Article VIII. The
indemnification provisions contained in this Article VIII shall survive any
termination of this Agreement.
ARTICLE IX. APPLICABLE LAW
9.1. This Agreement shall be construed and the provisions hereof
interpreted under and in accordance with the laws of the state of New York,
without giving effect to the principles of conflicts of laws.
9.2. This Agreement shall be subject to the provisions of the 1933, 1934
and 1940 Acts, where applicable, and the rules and regulations and rulings
thereunder, including such exemptions from those statutes, rules and
regulations as the SEC may grant, and the terms hereof shall be limited,
interpreted and construed in accordance therewith.
ARTICLE X. TERMINATION
10.1. This Agreement shall terminate:
(a) at the option of any party upon 90 days advance written notice
to the other parties, such termination to be effective no earlier than one
year following the date on which the first Contract is issued; or
(b) at the option of the Company if shares of any Series are not
reasonably available to meet the requirements of the Contracts as determined
by the Company. Prompt notice of the election to terminate for such cause
shall be furnished by the Company, said termination to be effective ten days
after receipt of notice unless the Fund makes available a sufficient number
of Fund shares to meet the requirements of the Contracts within said ten-day
period; or
(c) at the option of the Fund upon institution of formal proceedings
against the Company by the NASD, the SEC, the insurance commission of any
state or any other regulatory body regarding the Company's duties under this
Agreement or related to the sale of the Contracts, the operation of the
Account, the administration of the Contracts or the purchase of Fund shares,
or an expected or
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anticipated ruling, judgment or outcome which would, in the Fund's reasonable
judgment, materially impair the Company's ability to meet and perform the
Company's obligations and duties hereunder; or
(d) at the option of the Company upon institution of formal
proceedings against the Fund by the NASD, the SEC, or any state securities or
insurance commission or any other regulatory body; or
(e) at the option of the Fund in the event any of the Contracts are
not issued or sold in accordance with applicable Federal and/or state law; or
(f) by either the Company or the Fund upon a determination by a
majority of the Fund Board, or a majority of disinterested Fund Board
members, that an irreconcilable material conflict exists among the interests
of (i) all Product Owners or (ii) the interests of the Participating
Insurance Companies investing in the Fund; or
(g) at the option of the Company if the Fund ceases to qualify as a
Regulated Investment Company under Subchapter M of the Code, or under any
successor or similar provision, or if the Company reasonably believes based
on an opinion of counsel satisfactory to the Fund that the Fund may fail to
so qualify; or
(h) at the option of the Company if the Fund fails to meet the
diversification requirements specified in Section 817(h) of the Code and any
regulations thereunder; or
(i) at the option of the Fund if the Contracts cease to qualify as
life insurance policies or as annuities, as applicable, under the Code, or if
the Fund reasonably believes that the Contracts may fail to so qualify; or
(j) at the option of either the Fund or the Distributor if the Fund
or the Distributor, respectively, shall determine, in its sole judgment
exercised in good faith, that either (1) the Company shall have suffered a
material adverse change in its business or financial condition or (2) the
Company shall have been the subject of material adverse publicity which is
likely to have a material adverse impact upon the business and operations of
either the Fund or the Distributor; or
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(k) at the option of the Company, if the Company shall determine, in
its sole judgment exercised in good faith, that the Fund or the Distributor
shall have been the subject of material adverse publicity which is likely to
have a material adverse impact upon the business and operations of the
Company; or
(l) upon the assignment of this Agreement (including, without
limitation, any transfer of the Contracts or the Account to another insurance
company pursuant to an assumption reinsurance agreement) unless the
non-assigning party consents thereto or unless this Agreement is assigned to
an affiliate of the Distributor.
10.2. NOTICE REQUIREMENT. Except as otherwise provided in Section 10.1, no
termination of this Agreement shall be effective unless and until the party
terminating this Agreement gives prior written notice to all other parties to
this Agreement of its intent to terminate which notice shall set forth the
basis for such termination. Furthermore:
(a) in the event that any termination is based upon the provisions
of Article VII or the provisions of Section 10.1(a) of this Agreement, such
prior written notice shall be given in advance of the effective date of
termination as required by such provisions; and
(b) in the event that any termination is based upon the provisions
of Section 10.1(c) or 10.1(d) of this Agreement, such prior written notice
shall be given at least ninety (90) days before the effective date of
termination.
(c) in the event that any termination is based upon the provisions
of Section 10.1(e) of this Agreement, such prior written notice shall be
given at least sixty (60) days before the date of any proposed vote to
replace the Fund's shares.
10.3. Except as necessary to implement Contract Owner initiated
transactions, or as required by state insurance laws or regulations, the
Company shall not redeem Fund shares attributable to the Contracts (as
opposed to Fund shares attributable to the Company's assets held in the
Account).
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<PAGE>
10.4. Effect of Termination
(a) Notwithstanding any termination of this Agreement pursuant to
Section 10.1 of this Agreement, the Fund may, at its option, or, in the event
of termination of this Agreement by the Fund or the Distributor pursuant to
Section 10.1(a) of this Agreement, the Company may require the Fund and the
Distributor to, continue to make available additional fund shares for so
long after the termination of this Agreement as the Fund desires pursuant to
the terms and conditions of this Agreement as provided in paragraph (b)
below, for all Contracts in effect on the effective date of termination of
this Agreement (hereinafter referred to as "Existing Contracts").
Specifically, without limitation, if the Fund or Distributor so elects to
make additional Fund shares available, the owners of the Existing Contracts
or the Company, whichever shall have legal authority to do so, shall be
permitted to reallocate investments in the Fund, redeem investments in the
Fund and/or invest in the Fund upon the making of additional purchase
payments under the Existing Contracts.
(b) In the event of a termination of this Agreement pursuant to
Section 10.1 of this Agreement, the Fund and the Distributor shall promptly
notify the Company whether the Distributor and the Fund will continue to make
Fund shares available after such termination. If Fund shares continue to be
made available after such termination, the provisions of this Agreement shall
remain in effect except for Section 10.1(a) and thereafter the Fund, the
Distributor, or the Company may terminate the Agreement, as so continued
pursuant to this Section 10.4, upon prior written notice to the other party,
such notice to be for a period that is reasonable under the circumstances
but, if given by the Fund or Distributor, need not be for more than 90 days.
(c) The parties agree that this Section 10.4 shall not apply to any
termination made pursuant to Article VII or any conditions or undertakings
incorporated by reference in Article VII, and the effect of such Article VII
termination shall be governed by the provisions set forth or incorporated by
reference therein.
ARTICLE XI. APPLICABILITY TO NEW ACCOUNTS AND NEW CONTACTS
The parties to this Agreement may amend the schedules to this Agreement
from time to time to reflect changes in or related to the Contracts and to
add new classes of variable annuity contracts and variable life insurance
policies to be issued by the Company through a Separate Account investing in
the Fund. The provisions of this Agreement shall be equally applicable to
each such class of contracts or policies, unless the context otherwise
requires.
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ARTICLE XII. NOTICES
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:
The GCG Trust
280 Park Avenue
New York, New York 10017
Attn: Bernard R. Beckerlegge
If to the Company:
The Hartford Life Insurance Company
200 Hopemeadow Street
Simsbury, CT 06089
ATTN: JOHN LADD
If to the Distributor:
Directed Services, Inc.
280 Park Avenue
New York, New York 10017
Attn: Bernard R. Beckerlegge
ARTICLE XIII. MISCELLANEOUS
13.1. 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.
13.2. This Agreement may be executed simultaneously in two or more
counterparts, each of which together shall constitute one and the same
instrument.
13.3. If any provision of this Agreement shall be held or made invalid by
a court decision, statute, rule or otherwise, the remainder of the Agreement
shall not be affected thereby.
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<PAGE>
13.4. Each party hereto 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
reasonable access to its books and records in connection with any
investigation or inquiry relating to this Agreement or the transactions
contemplated hereby.
13.5. Each party represents that the execution and delivery of this
Agreement and the consummation of the transactions contemplated herein have
been duly authorized by all necessary corporate or trust action, as
applicable, by such party, and when so executed and delivered this Agreement
will be the valid and binding obligation of such party enforceable in
accordance with its terms.
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IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement
to be executed in its name and behalf by its duly authorized officer on the
date specified below.
HARTFORD LIFE INSURANCE COMPANY
Date: Sept. 30, 1994 By: /s/ Juliana B. Dalton
-------- -- -----------------------------------
Name: Juliana B. Dalton
Title: Vice President
THE GCG TRUST
Date: , 199 By: /s/
-------- -- -----------------------------------
Name:
Title:
DIRECTED SERVICES, INC.
Date: , 199 By: /s/
-------- -- -----------------------------------
Name:
Title:
<PAGE>
LEGAL ENTITIES ORGANIZATION
NORTH AMERICAN OPERATIONS OF
HARTFORD FIRE INSURANCE COMPANY
[CHART]
