<PAGE>
As filed with the Securities and Exchange Commission on January 22, 1999.
File No. 33-59069
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 5 [X]
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 7 [X]
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)
(860) 843-6733
(Depositor's Telephone Number, Including Area Code)
MARIANNE O'DOHERTY
HARTFORD LIFE
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.
It is proposed that this filing will become effective:
_____ immediately upon filing pursuant to paragraph (b) of Rule 485
_____ on _____________ 1999, pursuant to paragraph (b) of Rule 485
_____ 60 days after filing pursuant to paragraph (a)(1) of Rule 485
__X__ on May 1, 1999, pursuant to paragraph (a)(1) of Rule 485
If appropriate check the following box:
_____ this post-effective amendment designates a new effective date for
a previously filed post-effective amendment.
Title of Securities Being Registered: Group Flexible Premium Deferred
Variable Annuity Contracts
<PAGE>
CROSS REFERENCE SHEET
PURSUANT TO RULE 495(a)
<TABLE>
<CAPTION>
N-4 Item No. Location in Registration Statement
- ------------ -----------------------------------
<S> <C>
1. Cover Page Cover Page
2. Definitions Glossary of Special Terms
3. Synopsis or Highlights Summary
4. Condensed Financial Information Financial Information;
Performance Related
Information
5. General Description of Registrant, The Company; The Separate
Depositor, and Portfolio Companies Account; The Funds; The
Portfolios; The Certificate;
General Matters
6. Deductions Charges Under the Certificate
7. General Description of Variable The Separate Account; The
Annuity Contracts Certificate; Operation of the
Certificate; 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 Legal Proceedings
14. Table of Contents of the Statement Table of Contents of the
of Additional Information Statement of Additional
Information
15. Cover Page Cover Page
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
N-4 Item No. Location in Registration Statement
- ------------ -----------------------------------
<S> <C>
16. Table of Contents Table of Contents
17. General Information and History Introduction; Description of
Hartford Life Insurance
Company
18. Services Safekeeping of Assets
19. Purchase of Securities Being Offered Distribution of the Group
Annuity
20. Underwriters Distribution of the Group
Annuity
21. Calculation of Performance Data Calculation of Yield and Return
22. Annuity Payments Annuity Payout Period
23. Financial Statements Financial Statements
24. Financial Statements and Exhibits Financial Statements and Exhibits
25. Directors and Officers of the Depositor Directors and Officers of the
Depositor
26. Persons Controlled by or Under Persons Controlled by or Under
Common Control with the Depositor Common Control with the Depositor
or Registrant or Registrant
27. Number of Contract Owners Number of Contract Owners
28. Indemnification Indemnification
29. Principal Underwriters Principal Underwriters
30. Location of Accounts and Records Location of Accounts and Records
31. Management Services Management Services
32. Undertakings Undertakings
</TABLE>
<PAGE>
PART A
<PAGE>
OMNIFLEX-TM-
ICMG SECULAR TRUST SEPARATE ACCOUNT
HARTFORD LIFE INSURANCE COMPANY
P.O. BOX 2999
HARTFORD, CONNECTICUT 06104-2999
[LOGO] TELEPHONE: 1-800-861-1408
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This Prospectus describes OmniFlex-TM-, a group flexible premium deferred
variable annuity contract (the "Group Annuity") with individually allocated
certificates (the "Certificates," and each individually the "Certificate")
issued by Hartford Life Insurance Company ("Hartford"). 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 the subaccounts (the "Divisions") of ICMG Secular Trust
Separate Account (the "Separate Account").
There are currently twenty-four Divisions available under the Certificate. The
current Divisions and underlying Portfolios of the Funds are:
<TABLE>
<CAPTION>
INVESTMENT DIVISION UNDERLYING PORTFOLIO
- ---------------------------------------- ------------------------------------------------------------
<S> <C>
Hartford Capital Appreciation Division -- shares of Class IA of the Hartford Capital Appreciation HLS
Fund, Inc. ("Hartford Capital Appreciation Fund")
Hartford Bond Division -- shares of Class IA of the Hartford Bond HLS Fund, Inc.
("Hartford Bond Fund")
Hartford Money Market Division -- shares of Class IA of the Hartford Money Market HLS Fund,
Inc. ("Hartford Money Market Fund")
NB AMT Limited Maturity Bond Division -- shares of Neuberger Berman Limited Maturity Bond Portfolio
of the Neuberger Berman Advisers Management Trust ("NB AMT
Limited Maturity Bond Portfolio")
NB AMT Balanced Division -- shares of Neuberger Berman Balanced Portfolio of the
Neuberger Berman Advisers Management Trust ("NB AMT Balanced
Portfolio")
NB AMT Partners Division -- shares of Neuberger Berman Partners Portfolio of the
Neuberger Berman Advisers Management Trust ("NB AMT Partners
Portfolio")
Fidelity VIP High Income Division -- shares of VIP High Income Portfolio of the Variable
Insurance Products Fund
Fidelity VIP Equity-Income Division -- shares of VIP Equity-Income Portfolio of the Variable
Insurance Products Fund
Fidelity VIP II Asset Manager Division -- shares of the VIP II Asset Manager Portfolio of the Variable
Insurance Products Fund II
Alger American Small Capitalization -- Alger American Small Capitalization Portfolio of The Alger
Division American Fund ("Alger American Small Cap Portfolio")
Alger American Growth Division -- Alger American Growth Portfolio of The Alger American Fund
("Alger American Growth Portfolio")
J.P. Morgan Bond Division -- J.P. Morgan Bond Portfolio of the J.P. Morgan Series Trust
II
J.P. Morgan Equity Division -- J. P. Morgan Equity Portfolio of the J.P. Morgan Series
Trust II
J.P. Morgan Small Company Division -- J. P. Morgan Small Company Portfolio of the J. P. Morgan
Series Trust II
J.P. Morgan International Opportunities -- J.P. Morgan International Opportunities Portfolio of J.P.
Division Morgan Series Trust II
MSDWUF Fixed Income Division -- Fixed Income Portfolio of the Morgan Stanley Dean Witter
Universal Funds, Inc. ("MSDWUF Fixed Income Portfolio")
MSDWUF High Yield Division -- High Yield Portfolio of the Morgan Stanley Dean Witter
Universal Funds, Inc. ("MSDWUF High Yield Portfolio")
MSDWUF Equity Growth Division -- Equity Growth Portfolio of the Morgan Stanley Dean Witter
Universal Funds, Inc. ("MSDWUF Equity Growth Portfolio")
MSDWUF Value Division -- Value Portfolio of the Morgan Stanley Dean Witter Universal
Funds, Inc. ("MSDWUF Value Portfolio")
MSDWUF Global Equity Division -- Global Equity Portfolio of the Morgan Stanley Dean Witter
Universal Funds, Inc. ("MSDWUF Global Equity Portfolio")
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
INVESTMENT DIVISION UNDERLYING PORTFOLIO
- ---------------------------------------- ------------------------------------------------------------
MSDWUF Emerging Markets Equity Division -- Emerging Markets Equity Portfolio of Morgan Stanley Dean
Witter Universal Funds, Inc. ("MSDWUF Emerging Markets
Equity Portfolio")
<S> <C>
BT EAFE-Registered Trademark- Equity -- EAFE-Registered Trademark- Equity Index Fund of the BT
Index Division Insurance Funds Trust ("BT EAFE-Registered Trademark- Equity
Index Fund")
BT Equity 500 Index Division -- Equity 500 Index Fund of the BT Insurance Funds Trust ("BT
Equity 500 Index Fund")
BT Small Cap Index Division -- Small Cap Index Fund of BT Insurance Funds Trust ("BT Small
Cap Index Fund")
</TABLE>
This Prospectus sets forth the information concerning the Separate Account that
prospective 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 dated May 1, 1999,
send a written request to International Corporate Marketing Group, Attn: Group
Annuity Operations, 100 Campus Drive, Suite 250, Florham Park, NJ 07932. The
Table of Contents of the Statement of Additional Information may be found on
page 27 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. ALL PROSPECTUSES SHOULD BE RETAINED FOR FUTURE REFERENCE.
- --------------------------------------------------------------------------------
PROSPECTUS DATED: MAY 1, 1999
<PAGE>
HARTFORD LIFE INSURANCE COMPANY 3
- --------------------------------------------------------------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
GLOSSARY OF SPECIAL TERMS............................................. 4
FEE TABLE............................................................. 5
SUMMARY............................................................... 8
FINANCIAL INFORMATION................................................. 9
PERFORMANCE RELATED INFORMATION....................................... 9
THE COMPANY........................................................... 9
THE SEPARATE ACCOUNT.................................................. 10
THE FUNDS............................................................. 10
THE PORTFOLIOS........................................................ 12
THE CERTIFICATE....................................................... 14
OPERATION OF THE CERTIFICATE.......................................... 14
Premium Payments.................................................... 14
Right to Examine Period............................................. 15
Allocation of Premium Payments...................................... 15
Value of Accumulation Units......................................... 15
Investment Value.................................................... 15
Transfers Among Divisions........................................... 15
Asset Rebalancing................................................... 16
Dollar Cost Averaging Option Program................................ 16
Surrenders and Partial Withdrawals.................................. 17
Processing of Transactions.......................................... 17
CHARGES UNDER THE CERTIFICATE......................................... 17
Sales Expenses...................................................... 18
Mortality and Expense Risk Charge................................... 18
Administrative Expense Charge....................................... 18
Premium Tax Charge.................................................. 18
Federal Tax Charge.................................................. 19
DEATH BENEFIT......................................................... 19
ANNUITY BENEFITS...................................................... 19
Annuity Options..................................................... 19
Annuity Unit Valuation.............................................. 20
Determination of Payment Amount..................................... 20
FEDERAL TAX CONSIDERATIONS............................................ 21
General............................................................. 21
Taxation of Hartford and the Separate Account....................... 21
Taxation of Annuities -- General Provisions Affecting Purchasers
Other Than Qualified Retirement Plans.............................. 21
Federal Income Tax Withholding...................................... 24
Annuity Purchases by Nonresident Aliens and Foreign Corporations.... 24
GENERAL MATTERS....................................................... 24
Additions, Deletions or Substitutions of Investments................ 24
Assignment.......................................................... 24
Modification........................................................ 25
Misstatement of Age................................................. 25
Delay of Payments................................................... 25
Voting Rights....................................................... 25
Experience Credit................................................... 25
Distribution of the Group Annuity................................... 25
Safekeeping of Separate Account Assets.............................. 26
Legal Proceedings................................................... 26
Year 2000........................................................... 26
Legal Counsel....................................................... 26
Experts............................................................. 26
Additional Information.............................................. 26
TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION.......... 27
</TABLE>
<PAGE>
4 HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
GLOSSARY OF SPECIAL TERMS
ACCUMULATION UNIT: An accounting unit of measure used to calculate the
Investment Value of a Division.
ALLOCATION DATES: The dates We receive and accept Premium Payments. Premium
Payments are applied to the Divisions on these Allocation Dates.
ANNUITY COMMENCEMENT DATE: The date that We begin to make annuity payments.
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) on whose life the Certificate is issued. The
Annuitant may not be changed.
BENEFICIARY: The person(s) entitled to receive a death benefit under the
Certificate upon death of the Annuitant or Owner.
CERTIFICATE ANNIVERSARY: An anniversary of the date that We issued the
Certificate.
CERTIFICATE DATE: The date that We issue the Certificate.
CERTIFICATE YEAR: Any 12 month period between Certificate Anniversaries.
CODE: The Internal Revenue Code of 1986, as amended.
CONTINGENT ANNUITANT: The person that You designate to become the Annuitant if
the Annuitant dies before the Annuity Commencement Date. You must name the
Contingent Annuitant before the Annuitant's death.
CUSTOMER SERVICE CENTER: Currently located at ICMG, Group Annuity Operations,
100 Campus Drive, Suite 250, Florham Park, NJ 07932.
DEATH BENEFIT: The amount payable when an Annuitant or Owner dies before annuity
payments have started.
DIVISION: A subaccount of the Separate Account which invests exclusively in the
shares of a specified Portfolio of a Fund.
ENROLLMENT FORM: The form You must complete before We issue a Certificate.
FUNDS: The registered investment management companies in which assets of the
Separate Account may be invested.
GENERAL ACCOUNT: The assets of Hartford other than the assets of our Separate
Accounts.
GROUP ANNUITY: The variable annuity described in this Prospectus which provides
for annuity payments that vary in amount in accordance with the investment
experience of the Divisions of the Separate Account.
HARTFORD, US OR WE: Hartford Life Insurance Company.
INVESTMENT VALUE: The sum of the values of the assets in the Investment
Divisions under the Certificate.
MAXIMUM DEFERRAL AGE: The Annuitant's 90th birthday.
NET PREMIUM: The amount of premium credited to the Divisions.
OWNER OR YOU: The entity or person who is the owner of the Certificate, as named
in the Certificate.
PORTFOLIOS: A Hartford fund or a separate mutual fund, series or portfolio of
the remaining Funds.
PREMIUM PAYMENT: A payment made to Hartford pursuant to the terms of the
Certificate.
PREMIUM TAX: A tax charged by a state, municipality or other jurisdiction on
Premium Payments.
SEPARATE ACCOUNT: The Hartford separate account entitled "ICMG Secular Trust
Separate Account."
SURRENDER VALUE: Upon surrender of the Certificate, an amount equal to the
Investment Value less any Premium Taxes not previously deducted and less 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 NYSE (generally
4:00 p.m. Eastern Time) on such days.
VALUATION PERIOD: The period between the close of business on successive
Valuation Days.
VIP: Variable Insurance Products Fund.
VIP II: Variable Insurance Products Fund II.
<PAGE>
HARTFORD LIFE INSURANCE COMPANY 5
- --------------------------------------------------------------------------------
FEE TABLE
OWNER TRANSACTION EXPENSES
<TABLE>
<CAPTION>
AS A PERCENTAGE OF PREMIUM PAYMENTS
- --------------------------------------------------
<S> <C>
Maximum Sales Load Imposed on Purchases........... 4.6%(1)
Federal Tax Charge................................ 0.43%
Deferred Sales Load............................... None
<CAPTION>
SEPARATE ACCOUNT EXPENSES
- --------------------------------------------------
<S> <C>
Administrative Expense Charge..................... $2.50/mo
Mortality and Expense Risk Charge................. 0.65%(2)
</TABLE>
- ---------
(1) The sales load will vary depending on plan characteristics.
(2) Annual expense as a percentage of average Investment Value.
ANNUAL PORTFOLIO OPERATING EXPENSES
After Waivers and/or Reimbursements
(as a percentage of net assets)
<TABLE>
<CAPTION>
TOTAL FUND
MANAGEMENT OTHER OPERATING
FEES EXPENSES EXPENSES(1)
---------- -------- ----------
<S> <C> <C> <C>
Hartford Capital Appreciation Fund.............. 0.645% 0.020% 0.665%
Hartford Bond Fund.............................. 0.515% 0.020% 0.535%
Hartford Money Market Fund...................... 0.450% 0.015% 0.465%
NB AMT Limited Maturity Bond Portfolio (2)...... 0.650% 0.120% 0.770%
NB AMT Balanced Portfolio (2)................... 0.850% 0.190% 1.040%
NB AMT Partners Portfolio (2)................... 0.800% 0.060% 0.860%
VIP High Income Portfolio (3)................... 0.590% 0.120% 0.710%
VIP Equity-Income Portfolio (3)................. 0.500% 0.080% 0.580%
VIP II Asset Manager Portfolio (3).............. 0.550% 0.100% 0.650%
Alger American Small Cap Portfolio.............. 0.850% 0.040% 0.890%
Alger American Growth Portfolio................. 0.750% 0.040% 0.790%
J.P. Morgan Bond Portfolio (4).................. 0.300% 0.450% 0.750%
J.P. Morgan Equity Portfolio (4)................ 0.400% 0.500% 0.900%
J.P. Morgan Small Company Portfolio (4)......... 0.600% 0.550% 1.150%
J.P. Morgan International Opportunities
Portfolio (4)................................. 0.600% 0.600% 1.200%
MSDWUF Fixed Income Portfolio (5)............... 0.000% 0.700% 0.700%
MSDWUF High Yield Portfolio (5)................. 0.000% 0.800% 0.800%
MSDWUF Equity Growth Portfolio (5).............. 0.000% 0.850% 0.850%
MSDWUF Value Portfolio (5)...................... 0.000% 0.850% 0.850%
MSDWUF Global Equity Portfolio (5).............. 0.000% 1.150% 1.150%
MSDWUF Emerging Markets Equity Portfolio (5).... 0.000% 1.750% 1.750%
BT EAFE-Registered Trademark- Equity Index Fund
(6)........................................... 0.020% 0.630% 0.650%
BT Equity 500 Index Fund (6).................... 0.000% 0.300% 0.300%
BT Small Cap Index Fund (6)..................... 0.000% 0.450% 0.450%
</TABLE>
- ---------
(1) Management Fee generally represents the Fees paid to the investment adviser
or its affiliate for investment and administrative services provided. Other
Expenses are expenses (other than Management Fees) which are deducted from
the fund including legal, accounting and custodian fees. For complete
description of the nature of the services provided in consideration of the
Operating Expenses deducted, please see the Fund prospectuses.
(2) Neuberger Berman Advisers Management Trust is divided into Portfolios, each
of which invests all of its net investable assets in a corresponding series
of Advisers Managers Trust. The figures reported under Management Fees
include the aggregate of the administration fees paid by the Portfolio and
the management fee paid by its corresponding series of Advisers Managers
Trust. Similarly, Other Expenses includes all other expenses of the
Portfolio and its corresponding series of Advisers Managers Trust.
<PAGE>
6 HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
(3) A portion of the brokerage commissions that certain funds pay was used to
reduce funds expenses. In addition, certain funds have entered into
arrangements with their custodian and transfer agent whereby credits
realized, as a result of uninvested cash balances were used to reduce
custodian expenses. Including these reductions, the total operating expenses
presented in the table would have been 0.710% for VIP High Income Portfolio,
.0.570% for VIP Equity-Income Portfolio and 0.640% for VIP II Asset Manager
Portfolio.
(4) Pursuant to a voluntary agreement, fees and expenses were reimbursed to the
extent certain expenses exceeded .75%, .90%, 1.15% and 1.20% of the average
daily net assets of J.P. Morgan Bond Portfolio, J.P. Morgan Equity
Portfolio, J.P. Morgan Small Company Portfolio and J.P. Morgan International
Opportunities Portfolio, respectively. Without such reimbursement, total
operating expenses would have been 1.91%, 2.31%, 3.81% and 4.25% for J.P.
Morgan Bond Portfolio, J.P. Morgan Equity Portfolio, J.P. Morgan Small
Company Portfolio and J.P. Morgan International Opportunities Portfolio,
respectively.
(5) With respect to the MSDWUF Fixed Income, MSDWUF High Yield, MSDWUF Equity
Growth, MSDWUF Value, MSDWUF Global Equity and MSDWUF Emerging Markets
Equity Portfolios, the investment adviser has voluntarily agreed to waive
its investment advisory fees and to reimburse the Portfolios if such fees
would cause their respective Total Fund Operating Expenses to exceed those
set forth in the table above. Absent such reductions, it is estimated that
Management Fees, Other Expenses and Total Operating Expenses for the
Portfolios would have been as follows:
<TABLE>
<CAPTION>
TOTAL FUND
MANAGEMENT OTHER OPERATING
FEES EXPENSES EXPENSES(1)
---------- -------- ----------
<S> <C> <C> <C>
MSDWUF Fixed Income Portfolio................... 0.40% 1.31% 1.71%
MSDWUF High Yield Portfolio..................... 0.50% 1.18% 1.68%
MSDWUF Equity Growth Portfolio.................. 0.55% 1.50% 2.05%
MSDWUF Value Portfolio.......................... 0.55% 1.32% 1.87%
MSDWUF Global Equity Portfolio.................. 0.80% 1.63% 2.43%
MSDWUF Emerging Markets Equity Portfolio........ 1.25% 2.87% 4.12%
</TABLE>
(6) Without expense waivers and reimbursements, the total operating expenses for
BT EAFE-Registered Trademark- Equity Index Fund, BT Equity 500 Index Fund
and BT Small Cap Index Fund would have been 2.750%, 2.780% and 3.270%,
respectively.
<PAGE>
HARTFORD LIFE INSURANCE COMPANY 7
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EXAMPLE
If You surrender your Certificate or annuitize at the end of the applicable
time period, You would pay the following expenses on a $1,000 investment,
assuming a 5% annual return on assets:
<TABLE>
<CAPTION>
DIVISION 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Hartford Capital Appreciation
Division................... 64 92 122 208
Hartford Bond Division....... 62 88 116 194
Hartford Money Market
Division................... 62 86 112 186
NB AMT Limited Maturity Bond
Division................... 65 98 128 219
NB AMT Balanced Division..... 67 103 141 247
NB AMT Partners Division..... 66 98 132 229
Fidelity VIP High Income
Division................... 64 93 124 213
Fidelity VIP Equity-Income
Division................... 63 89 118 199
Fidelity VIP II Asset Manager
Division................... 64 91 121 206
Alger American Small
Capitalization Division.... 66 99 134 232
Alger American Growth
Division................... 65 96 129 221
J.P. Morgan Bond Division.... 65 94 127 217
J.P. Morgan Equity
Division................... 66 99 134 233
J.P. Morgan Small Company
Division................... 68 106 147 259
J.P. Morgan International
Opportunities Division..... 69 108 149 264
MSDWUF Fixed Income
Division................... 64 93 124 212
MSDWUF High Yield Division... 65 96 129 222
MSDWUF Equity Growth
Division................... 65 97 132 228
MSDWUF Value Division........ 65 97 132 228
MSDWUF Global Equity
Division................... 68 106 147 259
MSDWUF Emerging Markets
Equity Division............ 74 124 176 318
BT EAFE-Registered Trademark-
Equity Index Division...... 64 91 121 206
BT Equity 500 Index
Division................... 60 81 104 168
BT Small Cap Index
Division................... 62 85 111 185
</TABLE>
The purpose of this table is to assist the Owner in understanding various
costs and expenses that an 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. Maximum
charges are assumed.
<PAGE>
8 HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
SUMMARY
This Prospectus has been designed to provide You with the information
necessary to make a decision whether to purchase the Certificate offered by
Hartford and funded by the Divisions of the Separate Account. Please read the
Glossary of Special Terms prior to reading this Prospectus in order to
familiarize yourself with the terms being used.
WHAT IS THE CERTIFICATE AND HOW MAY I PURCHASE ONE?
The Certificate is individually allocated and offered under a group flexible
premium variable annuity contract. Generally, the Certificate is purchased by
completing an Enrollment Form and submitting it, along with the initial Premium
Payment, to the Customer Service Center for Hartford's approval. Unless
otherwise determined by Hartford, the minimum initial Premium Payment is $1,000
per Certificate with a minimum allocation to any Division of $500 per
Certificate. 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 available to the Certificate are the Hartford
Capital Appreciation Fund, the Hartford Bond Fund and the Hartford Money Market
Fund; the NB AMT Limited Maturity Bond Portfolio, the NB AMT Balanced Portfolio
and the NB AMT Partners Portfolio of Neuberger Berman Advisers Management Trust;
the VIP High Income Portfolio and the VIP Equity-Income Portfolio of VIP; the
VIP II Asset Manager Portfolio of VIP II; the Alger American Small Cap Portfolio
and Alger American Growth Portfolio of the Alger American Fund; the J.P. Morgan
Bond Portfolio, the J.P. Morgan Equity Portfolio, the J.P. Morgan Small Company
Portfolio and the J.P. Morgan International Opportunities Portfolio of J.P.
Morgan Series Trust II; and the MSDWUF Fixed Income Portfolio, the MSDWUF High
Yield Portfolio, the MSDWUF Equity Growth Portfolio, the MSDWUF Value Portfolio,
the MSDWUF Global Equity Portfolio and the MSDWUF Emerging Markets Equity
Portfolio of Morgan Stanley Dean Witter Universal Funds, Inc.; the BT
EAFE-Registered Trademark- Equity Index Fund, the BT Equity 500 Index Fund and
the BT Small Cap Index Fund of BT Insurance Funds Trust; and such other
Portfolios as shall be offered from time to time. See "The Portfolios."
WHAT ARE THE CHARGES UNDER THE CERTIFICATE?
SALES EXPENSES -- A sales load of not more than 4.6% of each Premium Payment
will be deducted for sales expenses. The sales load may vary depending on the
characteristics of the group, including such factors as group size, expected
number of participants and the anticipated Premium Payment from participants.
MORTALITY AND EXPENSE RISK CHARGE -- For assuming the mortality and expense
risks under the Certificate, Hartford will impose a charge of 0.65% per annum
against all Investment Value held in the Divisions. See "Mortality and Expense
Risk Charge."
ADMINISTRATIVE EXPENSE CHARGE -- The Certificate provides for an
administrative expense charge of $2.50 per month to be deducted from the
Investment Value to cover Hartford's administrative expenses.
PREMIUM TAX AND FEDERAL TAX CHARGES -- A deduction will be made for Premium
Taxes for Certificates sold in certain states and municipalities. See "Premium
Tax Charge." In addition, a deduction will be made for the federal tax cost
resulting from Section 848 of the Code. See "Federal Tax Charge."
CHARGES BY THE PORTFOLIOS -- The Portfolios are subject to certain fees,
charges and expenses. See the Fund prospectuses accompanying this Prospectus for
more information.
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 the remaining Investment Value following a partial
withdrawal is less than $1,000, or Hartford's minimum then in effect, Hartford
may terminate the Certificate in its entirety. See "Surrenders and Partial
Withdrawals." See also "Federal Tax Considerations," 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 BENEFIT?
A Death Benefit is provided on the death of the Annuitant or Owner before
the Annuity Commencement Date and prior to attained age 85. See "Death Benefit."
WHAT ARE THE AVAILABLE ANNUITY OPTIONS UNDER THE CERTIFICATE?
There are four annuity options available under the Certificate. See "Annuity
Options." The Annuity Commencement Date may not be deferred beyond the Maximum
Deferral Age. If an Owner does not elect otherwise, the Investment Value less
applicable Premium Taxes will be applied on the Annuity Commencement Date under
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HARTFORD LIFE INSURANCE COMPANY 9
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the third option to provide a joint and last survivor life annuity.
DOES THE OWNER HAVE ANY VOTING RIGHTS UNDER THE 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 an
Owner does not vote, Hartford shall vote such interests in the same proportion
as shares of the Portfolio for which instructions have been received by
Hartford. See "Voting Rights."
FINANCIAL INFORMATION
The financial statements of Hartford are included in the Statement of
Additional Information. The financial statements of Hartford should be
considered only as they relate to the ability of Hartford to meet its
obligations under the Group Annuity and Certificates. They should not be
considered as relating to the investment performance of the assets held in the
Separate Account. No financial statements of the Separate Account are included
because, as of the effective date of this Prospectus, no Certificates had been
issued.
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 investing in the Hartford Bond Fund and the 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 investing in the Hartford Money Market Fund 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 reflects the Certificate charges described below.
Total return for a Division of the Separate Account includes all Certificate
charges: sales charge, mortality and expense risk charge, and the administrative
expense charge, and is therefore lower than total return at the Portfolio level,
where there are 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, where there are no comparable charges.
Hartford may provide information on various topics to current and
prospective Owners in advertising, sales literature or other materials. These
topics may include the relationship between sectors of the economy and the
economy as a whole and its effect on various securities markets, investment
strategies and techniques (such as value investing, dollar cost averaging and
asset allocation), plan and trust arrangements, the advantages and disadvantages
of investing in tax-advantaged and taxable instruments, current and prospective
Owner profiles and hypothetical purchase scenarios, financial management and tax
and retirement planning, and investment alternatives, including comparisons
between the Certificates and the characteristics of and market for such
alternatives.
THE COMPANY
Hartford is a stock life insurance company engaged in the business of
writing health and life insurance, both individual and group, in all states of
the United States and the District of Columbia. Hartford was originally
incorporated under the laws of Massachusetts on June 5, 1902, and was
subsequently redomiciled to Connecticut. Its offices are located in Simsbury,
Connecticut; however, its mailing address is P.O. Box 2999, Hartford, CT
06104-2999. Hartford is a subsidiary of Hartford Fire Insurance Company, one of
the largest multiple lines insurance carriers in the United States. Hartford is
ultimately owned by The Hartford Financial Services Group, Inc., a Delaware
corporation.
Hartford is rated A+ (superior) by A.M. Best and Company, Inc., on the basis
of its financial soundness and operating performance. Hartford is rated AA by
Standard & Poor's and AA+ by Duff and Phelps on the basis of its claims paying
ability. These ratings do not apply to the investment performance of the
Divisions of the Separate Account. The ratings apply to Hartford's ability to
meet its insurance obligations, including those described in this Prospectus.
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10 HARTFORD LIFE INSURANCE COMPANY
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THE SEPARATE ACCOUNT
The Separate Account was established on October 28, 1994, pursuant to a
resolution by the Board of Directors of Hartford. It is registered as a unit
investment trust under the Investment Company Act of 1940 (the "1940 Act"). This
registration does not, however, involve supervision by the Securities and
Exchange Commission ("SEC") of the management or the investment practices or
policies of the Separate Account or Hartford. The Separate Account meets the
definition of "separate account" under the federal securities laws.
Under Connecticut law, the assets of the Separate Account attributable to
the Group Annuity and the Certificates offered by this Prospectus are held
exclusively 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 Hartford may conduct. Investment Value allocated to the
Divisions will not be affected by the rate of return of Hartford's General
Account, nor by the investment performance of any of Hartford's other separate
accounts. However, the obligations arising under the Certificates are general
obligations of Hartford.
Currently, the Separate Account has twenty-four Divisions dedicated to the
Group Annuity and the Certificates, each of which invests exclusively in a
corresponding Portfolio of the Funds. Additional Divisions may be established at
Hartford's discretion. The Separate Account may include other divisions which
may not be available under the Group Annuity.
HARTFORD DOES NOT GUARANTEE THE INVESTMENT RESULTS OF THE DIVISIONS 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 PORTFOLIO HAS DIFFERENT INVESTMENT OBJECTIVES AND
POLICIES, EACH IS SUBJECT TO DIFFERENT RISKS. THESE RISKS ARE MORE FULLY
DESCRIBED IN THE ACCOMPANYING FUND PROSPECTUSES.
THE FUNDS
The shares of the Portfolios are sold by the Funds to the Separate Account.
The assets of the Separate Account attributable to the Group Annuity are
invested exclusively in the Divisions. An Owner may allocate Net Premium among
the Divisions. Owners should review the brief descriptions of the investment
objectives of each of the Portfolios in connection with that allocation. See
"The Portfolios."
Each Fund continually issues an unlimited number of full and fractional
shares of beneficial interest in the relevant Portfolios. In addition to being
offered to the Separate Account, each Fund's shares are or may be offered to
other separate accounts funding variable annuity contracts and variable life
insurance policies issued by Hartford or its affiliates and to separate accounts
of other insurance companies. It is conceivable that in the future it may become
disadvantageous for both variable annuity and variable life insurance separate
accounts or for separate accounts of other life insurance companies to invest in
shares of the Funds simultaneously. Although neither Hartford nor any of the
Funds currently foresee any such disadvantage, each Fund's Board of Directors or
Board of Trustees, as applicable (collectively, the "Boards"), will monitor
events in order to identify any material conflict between different variable
annuity and variable life owners and to determine what action, if any, should be
taken in response thereto, including the possible withdrawal of the Separate
Account's participation in any of the Funds. Material conflicts could result
from such things as (1) changes in state insurance law, (2) changes in federal
income tax law, (3) changes in the investment management of any Portfolio, or
(4) differences between voting instructions given by variable annuity and
variable life owners. If the Boards were to conclude that separate underlying
funds should be established for variable annuity and variable life insurance
separate accounts, Hartford will bear the attendant expenses.
All investment income of, and other distributions to, each Division arising
from the applicable Portfolio are reinvested in shares of that Portfolio at net
asset value. Hartford will purchase Portfolio shares in connection with Net
Premium allocated to the applicable Division in accordance with Owners'
instructions and will redeem Portfolio shares to meet obligations under the
Group Annuity and the Certificates or make adjustments in reserves, if any. The
Funds are required to redeem Portfolio shares at net asset value and generally
to make payment within seven (7) calendar days.
Applicants should read the Fund prospectuses accompanying this Prospectus in
connection with the purchase of a Certificate.
HARTFORD FUNDS
The Separate Account currently invests in three Funds sponsored by Hartford that
are available as part of OmniFlex-TM- the Hartford Capital Appreciation Fund,
the Hartford Bond Fund, and the Hartford Money Market Fund. Each Hartford Fund
is a separate diversified open-end management investment company registered
under the 1940 Act and organized as Maryland corporations.
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HARTFORD LIFE INSURANCE COMPANY 11
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HL Investment Advisors, Inc. ("HL Advisors") serves as the investment
adviser to each of the Hartford Funds. In addition, HL Advisors has entered into
an investment services agreement with The Hartford Investment Management Company
("HIMCO"), pursuant to which HIMCO will provide certain investment services to
the Hartford Bond Fund and the Hartford Money Market Fund. Wellington Management
Company, LLP ("Wellington Management") serves as sub-investment adviser for the
Hartford Capital Appreciation Fund.
NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST ("NEUBERGER BERMAN AMT")
The Separate Account currently invests in Neuberger Berman AMT, a diversified
open-end management investment company registered under the 1940 Act and
organized as a Delaware business trust. Neuberger Berman AMT consists of several
portfolios, including the NB AMT Limited Maturity Bond Portfolio, NB AMT
Balanced Portfolio and NB AMT Partners Portfolio available as part of
OmniFlex-TM-.
Each portfolio of Neuberger Berman AMT invests its assets in its
corresponding series of the Advisers Managers Trust, which is also an open-end
management investment company registered under the 1940 Act and is organized as
a New York common law trust. The investment performance of the NB AMT Limited
Maturity Bond Portfolio, NB AMT Balanced Portfolio and NB AMT Partners Portfolio
will directly correspond with the investment performance of the corresponding
series of the Advisers Managers Trust. This "Master/Feeder Fund" structure is
different from that of many other investment companies which directly acquire
and manage their own portfolios of securities.
Neuberger Berman Management Incorporated serves as the investment manager of
each series of Advisers Managers Trust and as administrator of and distributor
of the shares of each portfolio of Neuberger Berman AMT. Neuberger Berman, LLC
serves as the sub-adviser for each series of Advisers Managers Trust.
VARIABLE INSURANCE PRODUCTS FUND AND VARIABLE INSURANCE PRODUCTS FUND II (EACH,
A "FIDELITY FUND" AND COLLECTIVELY, THE "FIDELITY FUNDS")
The Separate Account currently invests in both Fidelity Funds. The Fidelity
Funds are diversified, open-end management investment companies organized as
Massachusetts business trusts by Fidelity Management & Research Company ("FMR")
and registered under the 1940 Act. The Fidelity Funds consist of several
investment portfolios, including the VIP High Income Portfolio, VIP Equity-
Income Portfolio and VIP II Asset Manager Portfolio available as part of
OmniFlex-TM-.
The Fidelity Funds are each managed by FMR. FMR is one of America's largest
investment management organizations. 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.
THE ALGER AMERICAN FUND
The Separate Account currently invests in shares of The Alger American Fund, a
diversified open-end management investment company registered under the 1940 Act
and organized as a Massachusetts business trust. The Alger American Fund
consists of six series, including the Alger American Small Cap and Alger
American Growth Portfolios available as part of OmniFlex-TM-.
The Alger American Fund is managed by Fred Alger Management, Inc. ("Alger
Management"), a subsidiary of Fred Alger & Company, Incorporated, which is in
turn a subsidiary of Alger Associates, Inc., a financial services holding
company. Alger Management has been in the business of providing investment
advisory services since 1964.
J.P. MORGAN SERIES TRUST II
The Separate Account currently invests in shares of J.P. Morgan Series Trust II,
a diversified open-end management investment company registered under the 1940
Act and organized as a Delaware business trust. J.P. Morgan Series Trust II
consists of five portfolios, including the J.P. Morgan Bond, J.P. Morgan Equity,
J.P. Morgan Small Company and J.P. Morgan International Opportunities Portfolios
available as part of OmniFlex-TM-.
Each Portfolio of J.P. Morgan Series Trust is advised by J.P. Morgan
Investment Management, Inc. ("J.P. Morgan"), a wholly-owned subsidiary of J.P.
Morgan & Co. Incorporated which is a bank holding company with a long history of
service as adviser, underwriter and lender to an extensive roster of major
companies and as financial adviser to national governments.
MORGAN STANLEY DEAN WITTER UNIVERSAL FUNDS, INC. ("MSDWUF")
The Separate Account currently invests in shares of MSDWUF, an open-end
management investment company registered under the 1940 Act and organized as a
corporation under the laws of the State of Maryland. MSDWUF consists of 17
portfolios, including the MSDWUF Fixed Income, MSDWUF High Yield, MSDWUF Equity
Growth, MSDWUF Value, MSDWUF Global Equity and MSDWUF Emerging Markets Equity
Portfolios available as part of OmniFlex-TM-.
The investment adviser for Equity Growth, Global Equity and Emerging Markets
Equity Portfolios is Morgan Stanley Dean Witter Investment Management Inc., a
wholly-owned subsidiary of Morgan Stanley Dean Witter & Co., which is a publicly
owned global financial services corporation. The investment adviser for MSDWUF
Fixed Income,
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12 HARTFORD LIFE INSURANCE COMPANY
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MSDWUF High Yield and MSDWUF Value Portfolios is Miller Anderson & Sherrerd,
LLP, which is indirectly wholly-owned by Morgan Stanley Dean Witter & Co.
BT INSURANCE FUNDS TRUST
The Separate Account currently invests in the BT Insurance Funds Trust, a
diversified open-end management investment company registered under the 1940 Act
and organized as a Massachusetts business trust. BT Insurance Funds Trust
consists of six series, including the BT EAFE-Registered Trademark- Equity Index
Fund, the BT Equity 500 Index Fund and the BT Small Cap Index Fund available as
part of OmniFlex-TM-.
BT Insurance Funds Trust has retained the services of Bankers Trust Company,
a wholly owned subsidiary of Bankers Trust New York Corporation, as investment
adviser. Bankers Trust Company conducts a variety of general banking and trust
activities and is a major wholesaler supplier of financial services to the
international and domestic institutional markets.
THE PORTFOLIOS
The underlying investment for the Certificates are shares of the Portfolios.
The Portfolio corresponding to each Division and its investment objective are
described below. Hartford reserves the right, subject to compliance with the
law, to offer additional Portfolios with differing investment objectives. Owners
should review the following brief descriptions of the investment objectives of
the Portfolios.
HARTFORD CAPITAL APPRECIATION FUND
Hartford Capital Appreciation Fund seeks to achieve growth of capital by
investing in securities selected solely on the basis of potential for capital
appreciation.
HARTFORD BOND FUND
Hartford Bond Fund seeks to achieve maximum current income consistent with
preservation of capital by investing primarily in fixed-income securities. Up to
20% of the total assets of the Portfolio may be invested in debt securities
rated in the highest category below investment grade ("Ba" by Moody's Investor
Services, Inc. or "BB" by Standard & Poor's) or, if unrated, are determined to
be of comparable quality by the Portfolio's investment adviser. Securities rated
below investment grade are commonly referred to as "high yield-high risk
securities" or "junk bonds." For more information concerning the risks
associated with investing in such securities, please refer to the section in the
accompanying prospectus for the Hartford Funds entitled "High Yield -- High Risk
Debt Securities."
HARTFORD MONEY MARKET FUND
Hartford Money Market Fund seeks to achieve maximum current income
consistent with liquidity and preservation of capital.
NB AMT LIMITED MATURITY BOND PORTFOLIO
NB AMT Limited Maturity Bond Portfolio seeks to achieve the highest current
income consistent with low risk to principal and liquidity; and secondarily,
total return. This Portfolio invests in a diversified portfolio primarily
consisting of short to intermediate term U.S. government and agency securities
and investment grade debt securities issued by financial institutions,
corporations, and others. The Portfolio may invest up to 10% of its net assets,
measured at the time of investment, in fixed-income securities that are below
investment grade.
NB AMT BALANCED PORTFOLIO
NB AMT Balanced Portfolio seeks to achieve long-term capital growth and
reasonable current income without undue risk to principal. It is anticipated
that the Portfolio's investment program will normally be managed so that
approximately 60% of its total assets will be invested in common and preferred
stocks and the remaining assets will be invested in debt securities, primarily
investment grade. However, depending on the investment manager's views regarding
current market trends, the common stock portion of its portfolio investments may
be adjusted downward to as low as 50% or upward to as high as 70%. At least 25%
of its assets will be invested in fixed income securities.
NB AMT PARTNERS PORTFOLIO
NB AMT Partners Portfolio seeks to achieve capital growth. This Portfolio's
investment approach is to invest principally in common stocks of medium to large
capitalization established companies, using a value-oriented investment approach
designed to increase capital with reasonable risk. Its investment program seeks
securities believed to be undervalued based on strong fundamentals such as low
price-to-earnings ratios, consistent cash flow and the company's track record
through all parts of the market cycle.
VIP HIGH INCOME PORTFOLIO
VIP High Income Portfolio seeks high current income primarily through
investments in all types of income-producing debt securities, preferred stocks
and convertible securities. Although the Portfolio has no limits on the quality
and maturity of its investments, its strategy typically leads to longer-term,
lower-quality, fixed-income securities. These domestic and foreign investments
may present the risk of default or may be in default.
VIP EQUITY-INCOME PORTFOLIO
VIP Equity-Income Portfolio seeks reasonable income by investing primarily
in income-producing equity securities. In choosing these securities, the
Portfolio will also consider the potential for capital appreciation. This
Portfolio's goal is to achieve a yield which exceeds the composite yield on the
securities comprising the Standard & Poor's Composite Index of 500 Stocks
(commonly referred to as "S&P 500"). The Portfolio may invest in high yielding,
<PAGE>
HARTFORD LIFE INSURANCE COMPANY 13
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lower-rated securities (commonly referred to as "junk bonds") which are subject
to greater risk than investments in higher-rated securities.
VIP II ASSET MANAGER PORTFOLIO
VIP II Asset Manager Portfolio seeks high total return with reduced risk
over the long-term by allocating its assets among domestic and foreign stocks,
bonds and short-term instruments.
ALGER AMERICAN SMALL CAPITALIZATION PORTFOLIO
Alger American Small Capitalization Portfolio seeks long-term capital
appreciation by investing in a diversified, actively managed portfolio of equity
securities, primarily of companies with total market capitalization within the
range of companies included in the Russell 2000 Growth Index or the S&P SmallCap
600 Index, updated quarterly.
ALGER AMERICAN GROWTH PORTFOLIO
Alger American Growth Portfolio seeks 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.
J.P. MORGAN BOND PORTFOLIO
J.P. Morgan Bond Portfolio seeks high total return consistent with moderate
risk of capital and maintenance of liquidity. Although the net asset value of
the Portfolio will fluctuate, the Portfolio attempts to preserve the value of
its investments to the extent consistent with its objective. Under normal market
conditions, 65% of the Portfolio's, assets will be invested in bonds, debentures
and other debt instruments. The Portfolio may invest up to 20% of its assets in
securities denominated in foreign currencies and may invest without limitation
in U.S. dollar-denominated securities of foreign issuers.
J.P. MORGAN EQUITY PORTFOLIO
J.P. Morgan Equity Portfolio seeks high total return from a portfolio
comprised of selected equity securities. The Portfolio invests primarily in the
common stock of large and medium capitalization U.S. companies.
J.P. MORGAN SMALL COMPANY PORTFOLIO
J.P. Morgan Small Company Portfolio seeks high total return from a portfolio
of equity securities of small companies. The Portfolio invests at least 65% of
the value of its total assets in the common stock of small U.S. companies
primarily with market capitalizations less than $1 billion.
J.P. MORGAN INTERNATIONAL OPPORTUNITIES PORTFOLIO
J.P. Morgan International Opportunities Portfolio seeks high total return
from a portfolio of equity securities of foreign corporations. Under normal
market conditions, the Portfolio will invest in a minimum of three different
foreign countries.
MSDWUF FIXED INCOME PORTFOLIO
MSDWUF Fixed Income Portfolio seeks above average total return over a market
cycle of three to five years by investing primarily in a diversified portfolio
of U.S. government and agency securities, corporate bonds, foreign bonds,
mortgage-backed securities of domestic issuers, and other fixed income
securities and derivatives. Under normal circumstances, the Portfolio will
invest at least 65% of its total assets in fixed income securities, not more
than 20% of which will be below investment grade (commonly referred to as "high
yield securities" or "junk bonds").
MSDWUF HIGH YIELD PORTFOLIO
MSDWUF High Yield Portfolio seeks above average total return over a market
cycle of three to five years by investing at least 65% of its total assets in
high yield securities of U.S. and foreign issuers including corporate bonds and
other fixed income securities. The Portfolio expects to achieve its objective
through maximizing current income, although it may seek capital growth
opportunities when consistent with its objective.
MSDWUF EQUITY GROWTH PORTFOLIO
MSDWUF Equity Growth Portfolio seeks long-term capital appreciation by
investing primarily in growth-oriented common and preferred stocks, convertible
securities, rights and warrants to purchase common stocks, depositary receipts
and other equity securities. Under normal circumstances, the Portfolio will
invest at least 65% of its total assets in equity securities.
MSDWUF VALUE PORTFOLIO
MSDWUF Value Portfolio seeks above average total return over a market cycle
of three to five years by investing primarily in common and preferred stocks,
convertible securities, rights and warrants to purchase common stocks, ADRs and
other equity securities of companies with equity capitalizations usually greater
than $300 million. Under normal circumstances, the Portfolio will invest at
least 65% of its total assets in equity securities. The Portfolio may invest up
to 5% of its total assets in foreign equity securities (other than ADRs).
MSDWUF GLOBAL EQUITY PORTFOLIO
MSDWUF Global Equity Portfolio seeks long-term capital appreciation by
investing primarily in common and preferred stocks, convertible securities, and
rights and warrants to purchase common stocks, depositary receipts and other
equity securities of issuers throughout the world, including issuers in the
United States and emerging market countries. Under normal circumstances, at
least 65% of the total assets of the Portfolio will be invested in equity
securities. Also, under normal circumstances, at least 20% of the Portfolio's
total assets will be invested in common stocks of U.S. issuers and the remaining
equity position will be invested in at least three countries other than the
United States.
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14 HARTFORD LIFE INSURANCE COMPANY
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MSDWUF EMERGING MARKET EQUITY PORTFOLIO
MSDWUF Emerging Markets Equity Portfolio seeks long-term capital
appreciation by investing primarily in common and preferred stocks, convertible
securities, rights and warrants to purchase common stocks, sponsored or
unsponsored ADRs and other equity securities of emerging market country issuers.
Under normal circumstances, at least 65% of the Portfolio's total assets will be
invested in emerging market country equity securities.
BT EAFE-REGISTERED TRADEMARK- EQUITY INDEX FUND
BT EAFE-Registered Trademark- Equity Index Fund seeks to replicate as
closely as possible (before deduction for expenses) the total return of the
Europe, Australia, Far East Index (the "EAFE Index"), a capitalization-weighted
index containing approximately 1,100 equity securities of companies located
outside the United States, by investing in a statistically selected sample of
the equity securities included in the EAFE Index. It will invest primarily in
equity securities of business enterprises organized and domiciled outside of the
United States or for which the principal trading market is outside the Untied
States.
BT EQUITY 500 INDEX FUND
BT Equity 500 Index Fund seeks to replicate as closely as possible (before
deduction for expenses) the total return of the Standard & Poor's 500 Composite
Stock Price Index (the "S&P 500"), an index emphasizing large-capitalization
stocks. It will include the common stock of those companies included in the S&P
500, other than Bankers Trust New York Corporation, selected on the basis of
computer-generated statistical data, that are deemed representative of the
industry diversification of the entire S&P 500.
BT SMALL CAP INDEX FUND
BT Small Cap Index Fund seeks to replicate as closely as possible (before
deduction for expenses) the total return of the Russell 2000 Small Stock Index
(the "Russell 2000"), an index consisting of 2,000 small-capitalization common
stocks. It will include the common stock of companies included in the Russell
2000, on the basis of computer-generated statistical data, that are deemed
representative of the industry diversification of the entire Russell 2000.
There is no assurance that any of the Portfolios will achieve their stated
objectives. Owners are also advised to read the Fund prospectuses accompanying
this Prospectus for more detailed information.
THE CERTIFICATE
The Certificate is individually allocated and offered under a group flexible
premium variable annuity contract. The minimum issue age is 20 and the maximum
issue age is 80. 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 choose 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 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
Maximum Deferral Age.
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 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.
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 and the initial Premium Payment by Hartford at its
Customer Service Center. It will be credited to the Division(s) in accordance
with your allocation instructions. If the Enrollment Form is incomplete when
received, the initial Premium Payment will be returned within five (5) business
days, unless You consent to Hartford's retention of the Premium Payment until
the Enrollment Form is made complete.
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HARTFORD LIFE INSURANCE COMPANY 15
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Subsequent Premium Payments are priced on the Valuation Day they are
received by Hartford at 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 per Certificate, unless agreed
to otherwise by Hartford. 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.
RIGHT TO EXAMINE PERIOD
If You are not satisfied with your purchase, You may surrender the
Certificate by returning it within ten (10) calendar 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, Hartford will refund
an amount equal to the Investment Value on the date of receipt of the request
for cancellation, plus any charges deducted. The Owner bears the investment risk
during the period prior to Hartford's receipt of the request for cancellation.
In certain states, Hartford must return to the applicant the greater of the
Premium Payment(s) paid or the sum of (1) the Investment Value on the date the
returned Certificate is received by Hartford at the Customer Service Center or
its agent and (2) any deductions under the Certificate or by the Portfolios for
taxes, charges or fees. In these states, the initial Premium Payment is
allocated to the Division investing in the Hartford Money Market Fund during the
right to examine period.
ALLOCATION OF PREMIUM PAYMENTS
Upon written request, You may change the premium allocation. Portions
allocated to the Investment Divisions must be whole percentages of 5% or more.
Subsequent Net Premiums will be allocated among Investment Divisions according
to Your most recent instructions, subject to the following. If We receive a
premium and Your most recent allocation instructions would violate the 5%
requirement, We will allocate the Net Premium among the Investment Divisions
according to Your previous premium allocation. If the asset rebalancing option
is in effect, premiums will be allocated accordingly until that option is
terminated. See "Asset Rebalancing."
The Owner will receive several different types of notification as to what
his or her current premium allocation is. The initial allocation chosen by the
Owner on the Enrollment Form is shown in the Certificate. In addition, every
transactional confirmation generated after a premium payment is received will
show how that premium has been allocated. A Certificate's annual statement will
also summarize the current premium allocation in effect for that Certificate.
VALUE OF ACCUMULATION UNITS
The value of Accumulation Units 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 Fund
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 Funds.
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.
TRANSFERS AMONG DIVISIONS
AMOUNT AND FREQUENCY OF TRANSFERS
Upon request and as long as the Certificate is in effect, an Owner may
transfer amounts among the Divisions, without charge, up to twelve (12) times
per Certificate Year.
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16 HARTFORD LIFE INSURANCE COMPANY
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Transfers in excess of twelve (12) per Certificate Year will be subject to a
charge of $50 per transfer deducted from the amount of the transfer. Transfer
requests must be in writing on a form approved by Hartford or by telephone in
accordance with established procedures. The amounts which may be transferred
will be limited by Hartford's rules then in effect and the amounts that are
transferred must be whole percentages of 5% or more, unless otherwise agreed to
by Hartford. Currently, the minimum value of Accumulation Units that may be
transferred from one Division to another is the lesser of (i) $500 or (ii) the
total value of the Accumulation Units in the Division. The value of the
remaining Accumulation Units in a Division after a transfer must equal at least
$500. If, after an ordered transfer, the value of the remaining Accumulation
Units in an Division would be less than $500, the entire value will be
transferred.
Currently there are no restrictions on transfers other than those described
herein. Hartford reserves the right in the future to impose additional
restrictions on transfers.
TRANSFERS TO OR FROM DIVISIONS
In the event of a transfer from a Division, the number of Accumulation Units
credited to the Division from which the transfer is made will be reduced. The
reduction will be determined by dividing:
1. the amount transferred by,
2. the Accumulation Unit value for that Division on the Valuation Day Hartford
receives the request for transfer in writing at the Customer Service Center.
In the event of a transfer to a Division, Hartford will increase the number
of Accumulation Units credited thereto. The increase will equal:
1. the amount transferred divided by,
2. the Accumulation Unit Value for that Division determined on the Valuation
Day Hartford receives the request for transfer in writing at the Customer
Service Center.
PROCEDURES FOR TELEPHONE TRANSFERS
Owners may effect telephone transfers in two ways. An Owner may directly
contact a customer service representative. Owners may in the future also request
access to an electronic service known as a Voice Response Unit (VRU). The VRU
will permit the transfer of monies among the Divisions and change of the
allocation of future payments. Owners intending to conduct telephone transfers
through the VRU will be asked to complete a Telephone Authorization Form.
Hartford will undertake reasonable procedures to confirm that instructions
communicated by telephone are genuine. Before a customer service representative
accepts any request, the caller will be asked for his or her social security
number and address. All calls will also be recorded. A Personal Identification
Number (PIN) will be assigned to all Owners who request VRU access. The PIN is
selected by and known only to the Owner. Proper entry of the PIN is required
before any transactions will be allowed through the VRU. Furthermore, all
transactions performed over the VRU, as well as with a customer service
representative, will be confirmed by Hartford through a written letter.
Moreover, all VRU transactions will be assigned a unique confirmation number
which will become part of the Certificate's history. Hartford is not liable for
any loss, cost or expense for action on telephone instructions which are
believed to be genuine in accordance with these procedures.
ASSET REBALANCING
Subject to Hartford's rules then in effect, an Owner may authorize Hartford
to automatically reallocate Investment Value periodically in order to maintain a
particular percentage allocation among the Divisions as selected by the Owner
("Asset Rebalancing"). The Investment Value held in each Division will increase
or decrease in value at different rates during the relevant period. Asset
Rebalancing is intended to reallocate Investment Value from those Divisions that
have increased in value to those that have decreased in value.
To elect Asset Rebalancing, a request in writing must be received by
Hartford at its Customer Service Center. If Asset Rebalancing is elected, all
Investment Value must be included in the automatic reallocation. The percentages
selected under Asset Rebalancing will override any prior percentage allocations
chosen by the Owner and all future Net Premiums will be allocated accordingly.
All transfers made pursuant to Asset Rebalancing on the same day will count as
one (1) transfer toward the twelve (12) transfers permitted without charge per
coverage year. Once elected, an Owner may instruct Hartford in writing at any
time to terminate the option. In addition, any transfer made outside of Asset
Rebalancing will terminate the option.
DOLLAR COST AVERAGING OPTION PROGRAM
You may elect to allocate Your Net Premiums among the Divisions pursuant to
the dollar cost averaging option program ("DCA Program"). If You choose to
participate in the DCA Program, Your Net Premiums will be deposited into the
Hartford Money Market Division. Each month, amounts will be withdrawn from that
Division and allocated to the other Divisions in accordance with Your allocation
instructions. The transfer date will be the monthly anniversary of Your first
transfer under Your initial DCA election. The first transfer will commence
within five business days after Hartford receives Your initial election, either
in a written form satisfactory to Us or by telephone, subject to the telephone
transfer procedures described above. Your
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HARTFORD LIFE INSURANCE COMPANY 17
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Net Premium will be allocated to the Divisions that You specify, in the
proportions that You specify. If, on any transfer date, Your Investment Value
allocated to the Hartford Money Market Division is less than the amount You have
elected to transfer, Your participation in the DCA program will terminate. Any
transfers made in connection with the DCA Program must be whole percentages of
5% or more, unless otherwise agreed to by Hartford. In addition, transfers made
under the DCA Program count toward the twelve (12) transfers permitted without
charge per coverage year.
You may cancel Your DCA election by notice, in a written form satisfactory
to Us.
The main objective of the DCA Program is to minimize the impact of
short-term price fluctuations. The DCA program allows You to take advantage of
market fluctuations. Since the same dollar amount is transferred to other
Divisions at set intervals, the DCA Program allows You to purchase more
Accumulation Units when prices are low and fewer Accumulation Units when prices
are high. Therefore, a lower average cost per Accumulation Unit may be achieved
over the long-term. However, it is important to understand that a DCA Program
does not assure a profit or protect against loss in a declining market. Owners
who choose to participate in the DCA Program should have the financial ability
to continue making investments through periods of low price levels.
You cannot make transfers under Asset Rebalancing and participate in the DCA
Program at the same time.
SURRENDERS AND 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 under
Option 4 if selected as the annuity payment option. See "Annuity Options."
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 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.
PARTIAL WITHDRAWALS -- The 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
Hartford's minimum amount rules then in effect, Hartford may terminate the
Certificate and pay the Surrender Value.
Certain plans may have different withdrawal privileges. Hartford may permit
the Owner to preauthorize partial withdrawals subject to certain limitations
then in effect.
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.
Payment on any request for a surrender or partial withdrawal from the
Divisions will be made as soon as possible and in any event no later than seven
calendar days after the written request is received by Hartford at its Customer
Service Center.
ANY SURRENDER OR PARTIAL WITHDRAWAL DESCRIBED ABOVE MAY RESULT IN ADVERSE
TAX CONSEQUENCES TO THE OWNER. THE OWNER, THEREFORE, SHOULD CONSULT A TAX
ADVISER BEFORE UNDERTAKING ANY SUCH SURRENDER. SEE "FEDERAL TAX CONSIDERATIONS."
PROCESSING OF TRANSACTIONS
Generally, transactions initiated by an Owner will be processed only on a
Valuation Day. Requests received by Hartford at its Customer Service Center on a
Valuation Day before the close of trading on the New York Stock Exchange
("NYSE") (generally 4:00 p.m. Eastern Time) will be processed as of that day,
except as otherwise indicated in this Prospectus. Those requests received after
the close of the NYSE will be processed as of the next Valuation Day.
CHARGES UNDER THE CERTIFICATE
Certain charges and deductions described below may be reduced for
Certificates issued in connection with a specific plan in accordance with
Hartford'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
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18 HARTFORD LIFE INSURANCE COMPANY
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for which Certificates are purchased and certain characteristics for the plan's
members. The amount of reduction and the criteria for qualification are related
to the reduced sales effort and administrative costs resulting from, and the
different mortality experience expected as a result of, sales to qualifying
plans. Hartford 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
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) Hartford's
actual mortality experience among Annuitants before or after the Annuity
Commencement Date or (b) Hartford's actual expenses, if greater than the
deductions provided for in the Certificates because of the expense and mortality
undertakings by Hartford.
For assuming these risks under the Certificates, Hartford will make a daily
charge at the rate of 0.65% per annum against all Investment Values 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 Hartford 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. Hartford also assumes the liability for payment
of the Death Benefit under the Certificate.
The mortality undertakings are based on Hartford's determination of expected
mortality rates among all Annuitants. If actual experience among Annuitants
during the annuity payment period deviates from Hartford's actuarial
determination of expected mortality rates among Annuitants because, as a group,
their longevity is longer than anticipated, Hartford must provide amounts from
its General Account to fulfill its Certificate obligations. In that event, a
loss will fall on Hartford. Also, in the event of the death of an Annuitant or
Owner prior to the commencement of annuity payments Hartford 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, Hartford 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
Hartford 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 for issuing the Certificate, sending confirmations,
creating and distributing annual and other periodic statements, processing
reallocations and surrenders, responding to Owner inquiries, reconciling and
depositing cash receipts, daily calculating and monitoring of Accumulation Unit
values of the Divisions, Separate Account reporting, including semiannual and
annual reports and mailing and tabulation of shareholder proxy solicitations.
You should refer to the Fund 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. The range of Premium Taxes is currently 0% to 3.5%. Some states assess the
tax at the time Premium Payments are made; others assess the tax at the time of
annuitization. Hartford 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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HARTFORD LIFE INSURANCE COMPANY 19
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FEDERAL TAX CHARGE
We deduct a current charge of 0.43% of each Premium Payment to cover the
estimated cost of the federal income tax treatment of the Certificates deferred
acquisition costs under Section 848 of the Code. This charge may be increased or
decreased to reflect changes in federal tax laws. Hartford includes the federal
tax charge as a factor when computing the maximum sales load chargeable under
SEC rules.
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, if the Contingent Annuitant predeceases the
Annuitant, or if the Owner dies before the Annuity Commencement Date, the
Beneficiary will receive the Death Benefit. If the 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 Owner occurs prior to the Annuitant or
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 Hartford and received in its Customer Service Center, or
(b) 100% of all Premium Payments made by the Owner under the Certificate,
reduced by the amount of any partial withdrawals since the Certificate Date.
If the Annuitant or 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 a lump sum or under any of the settlement
options then offered by Hartford; provided, however, that (a) in the event of
the death of any Owner prior to the Annuity Commencement Date, the entire
interest in the Certificate will be distributed within 5 years after the death
of the Owner and (b) in the event of the death of any Owner or Annuitant
occurring 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 Owner's death where the sole Beneficiary is the spouse of the 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 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 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 the Death Benefit whenever (a) the NYSE is closed, except for
holidays or weekends, or trading on the NYSE is restricted as determined by the
SEC, (b) the SEC permits postponement and so orders, or (c) the SEC determines
that an emergency exists making valuation of the amounts or disposal of
securities not reasonably practicable.
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 Maximum Deferral Age. 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 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 annuity options described below. If You do
not elect otherwise, payments in most states will automatically begin at the
Maximum Deferral Age under Option 3 (Joint and Last Survivor Annuity).
Under any of the annuity options excluding Option 4, no surrenders are
permitted after annuity payments commence. Only full surrenders are permitted
under Option 4.
OPTION 1: LIFE ANNUITY
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
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20 HARTFORD LIFE INSURANCE COMPANY
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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
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 Hartford.
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 Hartford, 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 Hartford.
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
Hartford.
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 an Owner.
Hartford may offer other annuity options from time to time.
ANNUITY UNIT 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") for the
day for which the value of the Annuity Unit is being calculated and (2) a factor
to neutralize the assumed investment rate of 5.00% per annum discussed below.
DETERMINATION OF PAYMENT AMOUNT
When annuity payments are to commence, the Investment Value is determined as
the product of the value of Accumulation Units 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
Hartford 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 TABLES WOULD PRODUCE LEVEL VARIABLE ANNUITY
PAYMENTS IF THE INVESTMENT RATE REMAINED CONSTANT. IN FACT, PAYMENTS WILL VARY
UP OR DOWN AS THE
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HARTFORD LIFE INSURANCE COMPANY 21
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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.
FEDERAL TAX CONSIDERATIONS
WHAT ARE SOME OF THE FEDERAL TAX CONSEQUENCES WHICH AFFECT THESE
CERTIFICATES?
A. GENERAL
SINCE THE TAX LAW IS COMPLEX AND SINCE TAX CONSEQUENCES WILL VARY ACCORDING
TO THE ACTUAL STATUS OF THE OWNER INVOLVED, LEGAL AND TAX ADVICE MAY BE NEEDED
BY A PERSON, TRUSTEE OR OTHER ENTITY CONTEMPLATING THE PURCHASE OF A CERTIFICATE
DESCRIBED HEREIN.
It should be understood that any detailed description of the federal income
tax consequences regarding the purchase of these 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. For detailed
information, a qualified tax adviser should always be consulted. This discussion
is based on Hartford's understanding of existing federal income tax laws as they
are currently interpreted.
B. TAXATION OF HARTFORD AND
THE SEPARATE ACCOUNT
The Separate Account is taxed as part of Hartford which is taxed as a life
insurance company in accordance with 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." 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 the Certificates.
C. TAXATION OF ANNUITIES -- GENERAL
PROVISIONS AFFECTING PURCHASERS OTHER
THAN QUALIFIED RETIREMENT PLANS
Section 72 of the Code governs the taxation of annuities in general.
1. NON-NATURAL PERSONS, CORPORATIONS, ETC.
Section 72 contains provisions for 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
inclusion for certain annuities held by structured settlement companies, certain
annuities held by an employer with respect to a terminated qualified retirement
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.
If the Owner is not an individual, the primary Annuitant shall be treated as
the Owner for purposes of making distributions which are required to be made
upon the death of the Owner. If there is a change in the primary Annuitant, such
change shall be treated as the death of the Owner.
2. OTHER OWNERS (NATURAL PERSONS)
An 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 contract or life insurance contract which were purchased prior to August
14, 1982.
A. DISTRIBUTIONS PRIOR TO THE ANNUITY COMMENCEMENT DATE.
i. Total premium payments less amounts received which were not includable in
gross income equal the "investment in the contract" under Section 72 of the
Code.
ii. To the extent that the value of the Certificate (ignoring any surrender
charges except on a full surrender) exceeds the "investment in the
contract," such excess constitutes the "income on the contract."
iii. Any amount received or deemed received prior to the Annuity Commencement
Date (e.g., upon a partial surrender) is deemed to come first from any
such "income on the contract" and then from "investment in the contract,"
and for these purposes such "income on the contract" shall be computed by
reference to any
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22 HARTFORD LIFE INSURANCE COMPANY
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aggregation rule in subparagraph 2.c. below. As a result, any such amount
received or deemed received (1) shall be includable in gross income to the
extent that such amount does not exceed any such "income on the contract,"
and (2) shall not be includable in gross income to the extent that such
amount does exceed any such "income on the contract." If at the time that
any amount is received or deemed received there is no "income on the
contract" (e.g., because the gross value of the Certificate does not
exceed the "investment in the contract" and no aggregation rule applies),
then such amount received or deemed received will not be includable in
gross income, and will simply reduce the "investment in the contract."
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 received for purposes of this subparagraph a. and the next
subparagraph b.
v. In general, the transfer of the Certificate, without full and adequate
consideration, will be treated as an amount received for purposes of this
subparagraph a. and the next subparagraph b. 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 periodically 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. Generally, nonperiodic amounts received or deemed received after the
Annuity Commencement Date are not entitled to any exclusion ratio and
shall be fully includable in gross income. However, upon a full surrender
after such date, only the excess of the amount received (after any
surrender charge) over the remaining "investment in the contract" shall be
includable in gross income (except to the extent that the aggregation rule
referred to in the next subparagraph c. may apply).
C. AGGREGATION OF TWO OR MORE ANNUITY CERTIFICATES.
Certificates issued after October 21, 1988 by the same insurer (or
affiliated insurer) to the same Owner within the same calendar year (other than
certain contract 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. Hartford
believes that for any annuity subject to such aggregation, the values under the
contract and the investment in the contract will be added together to determine
the taxation under subparagraph 2.a., above, 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 contract
is withdrawn. As of the date of this Prospectus, there are no regulations
interpreting this provision.
D. 10% PENALTY TAX -- 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 10% penalty tax 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 holder or where the
holder 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 the "investment in the
contract" prior to August 14, 1982 (see next subparagraph e.).
E.SPECIAL PROVISIONS AFFECTING CERTIFICATES OBTAINED THROUGH A TAX-FREE
EXCHANGE OF OTHER ANNUITY OR LIFE INSURANCE CERTIFICATES PURCHASED PRIOR
TO AUGUST 14, 1982.
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HARTFORD LIFE INSURANCE COMPANY 23
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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 received
or deemed received prior to the Annuity Commencement Date shall be deemed to
come (1) first from the amount of the "investment in the contract" prior to
August 14, 1982 ("pre-8/14/82 investment") carried over from the prior contract,
(2) then from the portion of the "income on the contract" (carried over to, as
well as accumulating in, the successor Certificate) that is attributable to such
pre-8/14/82 investment, (3) then from the remaining "income on the contract" and
(4) last from the remaining "investment in the contract." As a result, to the
extent that such amount received or deemed received does not exceed such
pre-8/14/82 investment, such amount is not includable in gross income., In
addition, to the extent that such amount received or deemed received does not
exceed the sum of (a) such pre-8/14/82 investment and (b) the "income on the
contract" attributable thereto, such amount is not subject to the 10% penalty
tax. In all other respects, amounts received or deemed received from such post-
exchange contracts are generally subject to the rules described in this
subparagraph 3.
F. REQUIRED DISTRIBUTIONS.
i. Death of Owner or Primary Annuitant
Subject to the alternative election or spouse beneficiary provisions in ii
or iii below:
1. If any Owner dies on or after the Annuity Commencement Date and before
the entire interest in the Certificate has been distributed, the
remaining portion of such interest shall be distributed at least as
rapidly as under the method of distribution being used as of the date of
such death;
2. If any Owner dies before the Annuity Commencement Date, the entire
interest in the Certificate will be distributed within 5 years after
such death; and
3. If the Owner is not an individual, then for purposes of 1. or 2. above,
the primary annuitant under the Certificate shall be treated as the
Owner, and any change in the primary annuitant shall be treated as the
death of the Owner. The primary annuitant is the individual, the events
in the life of whom are of primary importance in affecting the timing or
amount of the payout under the Certificate.
ii. Alternative Election to Satisfy Distribution Requirements
If any portion of the interest of an Owner described in i. above is payable
to or for the benefit of a designated beneficiary, such beneficiary may
elect to have the portion distributed over a period that does not extend
beyond the life or life expectancy of the beneficiary. The election and
payments must begin within a year of the death.
iii. Spouse Beneficiary
If any portion of the interest of an Owner is payable to or for the benefit
of his or her spouse, and the Annuitant or Contingent Annuitant is living,
such spouse shall be treated as the Owner of such portion for purposes of
section i. above.
3. DIVERSIFICATION REQUIREMENTS.
Section 817 of the Code provides that a variable annuity contract will not
be treated as an annuity contract for any period during which the investments
made by the separate account or underlying fund are not adequately diversified
in accordance with regulations prescribed by the Treasury Department. If a
Certificate is not treated as an annuity contract, the Owner will be subject to
income tax on the annual increases in cash value.
The Treasury Department has issued diversification regulations which
generally require, among other things, that no more than 55% of the value of the
total assets of the segregated asset account underlying a variable contract is
represented by any one investment, no more than 70% is represented by any two
investments, no more than 80% is represented by any three investments, and no
more than 90% is represented by any four investments. In determining whether the
diversification standards are met, all securities of the same issuer, all
interests in the same real property project, and all interests in the same
commodity are each treated as a single investment. In addition, in the case of
government securities, each government agency or instrumentality shall be
treated as a separate issuer.
A separate account must be in compliance with the diversification standards
on the last day of each calendar quarter or within 30 days after the quarter
ends. If an insurance company inadvertently fails to meet the diversification
requirements, the company may comply within a reasonable period and avoid the
taxation of contract income on an ongoing basis. However, either the company or
the Owner must agree to pay the tax due for the period during which the
diversification requirements were not met.
Hartford monitors the diversification of investments in the separate
accounts and tests for diversification as required by the Code. Hartford intends
to administer all contracts subject to the diversification requirements in a
manner that will maintain adequate diversification.
4. OWNERSHIP OF THE ASSETS IN THE SEPARATE ACCOUNT.
In order for a variable annuity contract to qualify for tax deferral, assets
in the segregated asset accounts supporting the variable contract must be
considered to be owned by the insurance company and not by the variable contract
owner. The Internal Revenue Service ("IRS") has issued several rulings which
discuss investor control. The
<PAGE>
24 HARTFORD LIFE INSURANCE COMPANY
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IRS has ruled that incidents of ownership by the Owner, such as the ability to
select and control investments in a separate account, will cause the Owner to be
treated as the owner of the assets for tax purposes.
Further, in the explanation to the temporary Section 817 diversification
regulations, the Treasury Department noted that the temporary regulations "do
not provide guidance concerning the circumstances in which investor control of
the investments of a segregated asset account may cause the investor, rather
than the insurance company, to be treated as the owner of the assets in the
account." The explanation further indicates that "the temporary regulations
provide that in appropriate cases a segregated asset account may include
multiple sub-accounts, but do not specify the extent to which policyholders may
direct their investments to particular sub-accounts without being treated as the
owners of the underlying assets. Guidance on this and other issues will be
provided in regulations or revenue rulings under Section 817(d), relating to the
definition of variable contract." The final regulations issued under Section 817
did not provide guidance regarding investor control, and as of the date of this
prospectus, no other such guidance has been issued. Further, Hartford does not
know if or in what form such guidance will be issued. In addition, although
regulations are generally issued with prospective effect, it is possible that
regulations may be issued with retroactive effect. Due to the lack of specific
guidance regarding the issue of investor control, there is necessarily some
uncertainty regarding whether an Owner could be considered the owner of the
assets for tax purposes. Hartford reserves the right to modify the Certificates,
as necessary, to prevent Owners from being considered the owners of the assets
in the separate accounts.
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 Hartford, Hartford will
automatically withhold 10% of the taxable distribution.
2. PERIODIC DISTRIBUTIONS.
A period distribution is a distribution 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.
E. ANNUITY PURCHASES BY NONRESIDENT
ALIENS AND FOREIGN CORPORATIONS
The discussion above provides general information regarding U.S. federal
income tax consequences to annuity purchasers that are U.S. citizens or
residents. Purchasers not U.S. citizens or residents will generally be subject
to U.S. federal income tax and withholding on annuity distributions at a 30%
rate, unless a lower treaty rate applies. In addition, purchasers may be subject
to state premium tax, other state and/or municipal taxes, and taxes that may be
imposed by the purchaser's country of citizenship or residence. Prospective
purchasers are advised to consult with a qualified tax adviser regarding U.S.,
state, and foreign taxation with respect to an annuity purchase.
GENERAL MATTERS
ADDITIONS, DELETIONS OR
SUBSTITUTIONS OF INVESTMENTS
Hartford 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 Group Annuity. If shares of any of the
Portfolios should no longer be available for investment, or if, in the judgment
of Hartford's management, further investment in shares of any Portfolio should
become inappropriate in view of the purposes of the Group Annuity, Hartford may
substitute shares of another Portfolio for shares already purchased, or to be
purchased in the future, under the Group Annuity. No substitution of securities
will take place without notice to and consent of Owners and without prior
approval of the SEC to the extent required by the Investment Company Act of
1940. Subject to Owner approval, if required, Hartford 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 Group Annuity.
ASSIGNMENT
Benefits under a Certificate described herein are assignable by the Owner
only if Hartford 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>
HARTFORD LIFE INSURANCE COMPANY 25
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MODIFICATION
Hartford 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
Hartford is subject; or (ii) is necessary to assure continued tax 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,
Hartford will provide notice to the Owner or to the payee(s) during the annuity
period. Hartford 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 Hartford 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 Hartford 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 NYSE is closed, except for holidays or weekends, or trading on the NYSE
is restricted as determined by the SEC; (b) the SEC permits postponement and so
orders; or (c) the SEC determines that an emergency exists making valuation or
disposal of securities not reasonably practicable.
VOTING RIGHTS
Hartford will notify You of any Portfolio shareholders' meeting if the
shares held for your account may be voted at such meetings. Hartford will also
send proxy materials and a form of instruction by means of which You can
instruct Hartford with respect to the voting of the Portfolio shares held for
your account.
In connection with the voting of Portfolio shares held by it, Hartford will
arrange for the handling and tallying of voting instructions received from
Owners. Hartford 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. Hartford will, however, vote the Portfolio
shares held by it in accordance with the instructions received from the Owners
for whose accounts the Portfolio shares are held. If an Owner desires to attend
any meeting at which shares held for the Owner's benefit may be voted, the Owner
may request Hartford to furnish a proxy or otherwise arrange for the exercise of
voting rights with respect to the Portfolio shares held for such Owner's
account. In the event that the Owner gives no instructions or leaves the manner
of voting discretionary, Hartford 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.
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 may be paid in cash or applied to and used to increase Investment Value.
DISTRIBUTION OF THE GROUP ANNUITY
The Group Annuity will be sold by insurance and variable annuity agents of
Hartford who are either registered representatives of Hartford Equity Sales
Company, Inc. ("HESCO"), a wholly-owned broker-dealer subsidiary of Hartford, or
of independent broker-dealers. These broker-dealers are registered with the SEC
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 Hartford and will not be more than 4.6% of
Premium Payments. From time to time, Hartford may pay or permit other
promotional incentives, in cash or credit, service fees, asset-based trail
commissions, or other compensation.
Broker-dealers or financial institutions are compensated according to a
schedule set forth by HESCO and any applicable rule or regulations for variable
insurance compensation. Compensation is generally based on premium payments made
by policyholders or contract owners. This compensation is usually paid from the
sales charges described in this Prospectus.
In addition, a broker-dealer or financial institution may also receive
additional compensation for, among other things, training, marketing or other
services provided. HESCO, its affiliates or Hartford may also make compensation
arrangements with certain broker-dealers or financial institutions based on
total sales by the broker-dealer or financial institution of insurance products.
These payments, which may be different for different broker-dealers or financial
institutions, will be made by HESCO, its affiliates or Hartford out of their own
assets and will not effect the amounts paid by the policyholders or contract
owners to purchase, hold or surrender variable insurance products.
<PAGE>
26 HARTFORD LIFE INSURANCE COMPANY
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SAFEKEEPING OF SEPARATE ACCOUNT ASSETS
The assets of the Separate Account are held by Hartford and are kept
physically segregated and held separate and apart from the other accounts of
Hartford. Additional protection for the assets of the Separate Account is
afforded by Hartford's blanket fidelity bond issued by Aetna Casualty and Surety
Company, in the aggregate amount of $50 million, covering all of the officers
and employees of Hartford.
LEGAL PROCEEDINGS
There are no material legal proceedings pending to which the Separate
Account is a party.
YEAR 2000
The Year 2000 issue relates to the ability or inability of computer systems
to properly process information and data containing or related to dates
beginning with the year 2000 and beyond. The Year 2000 issue exists because,
historically, many computer systems that are in use today were developed years
ago when a year was identified using a two-digit field rather than a four-digit
field. As information and data containing or related to the century date are
introduced to computer hardware, software and other systems, date sensitive
systems may recognize the year 2000 as 1900, or not at all, which may result in
computer systems processing information incorrectly. This, in turn, may
significantly and adversely affect the integrity and reliability of information
databases and may result in a wide variety of adverse consequences to a company.
In addition, Year 2000 problems that occur with third parties with which a
company does business, such as suppliers, computer vendors and others, may also
adversely affect any given company.
As an insurance and financial services company, Hartford has thousands of
individual and business customers that have purchased or invested in insurance
policies, annuities, mutual funds and other financial products. Nearly all of
these policies and products contain date sensitive data, such as policy
expiration dates, birth dates, premium payments dates and the like. In addition,
Hartford has business relationships with numerous third parties that affect
virtually all aspects of its business, including, without limitation, suppliers,
computer hardware and software vendors, insurance agents and brokers, securities
broker-dealers and other distributors of financial products.
Beginning in 1990, Hartford began working on making its computer systems
Year 2000 ready, either by installing new programs or by replacing systems. In
January 1998, Hartford commenced a company-wide program to further identify,
assess and remediate the impact of Year 2000 problems in all of Hartford's
business segments. Hartford currently anticipates that this internal program
will be substantially completed by the end of 1998, and testing of computer
systems will continue through 1999.
In addition, as part of its Year 2000 program, Hartford is identifying third
parties with which it has significant business relations in order to attempt to
assess any potential impact on Hartford as a result of such third-party Year
2000 issues and remediation plans. Hartford currently anticipates that it will
substantially complete this evaluation by the end of 1998, and will conduct
systems testing with certain third parties through 1999. Hartford does not have
control over these third parties and, as a result, Hartford cannot currently
determine to what extent future operating results may be adversely affected by
the failure of these third parties to successfully address their Year 2000
issues. Hartford will continue to assess Year 2000 risk exposures related to its
own operations and its third-party relationships and is in the process of
developing contingency plans.
The costs of addressing the Year 2000 issue that have been incurred through
the six months ended June 30, 1998 have not been material to Hartford's
financial condition or results of operations. Hartford will continue to incur
costs related to its Year 2000 efforts and does not anticipate that the costs to
be incurred will be material to its financial condition or results of
operations.
LEGAL COUNSEL
Counsel with respect to federal laws and regulations applicable to the issue
and sale of the Contracts and with respect to Connecticut law is Lynda Godkin,
Senior Vice President, General Counsel and Secretary, Hartford Life, P.O. Box
2999, Hartford, Connecticut 06104-2999.
EXPERTS
The audited financial statements and financial statement 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
report with respect thereto, and are included herein in reliance upon the
authority of said firm as experts in giving said report. The principal business
address of Arthur Andersen LLP is One Financial Plaza, Hartford, Connecticut
06103.
ADDITIONAL INFORMATION
Inquiries will be answered by calling your representative or by writing:
International Corporate Marketing Group
Attn: Group Annuity Operations
100 Campus Drive, Suite 250
Florham Park, NJ 07932
Telephone: 800-861-1408
<PAGE>
HARTFORD LIFE INSURANCE COMPANY 27
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TABLE OF CONTENTS
TO
STATEMENT OF ADDITIONAL INFORMATION
<TABLE>
<CAPTION>
SECTION PAGE
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<S> <C>
DESCRIPTION OF HARTFORD LIFE INSURANCE COMPANY..........................
SAFEKEEPING OF ASSETS...................................................
INDEPENDENT PUBLIC ACCOUNTANTS..........................................
DISTRIBUTION OF CONTRACTS...............................................
CALCULATION OF YIELD AND RETURN.........................................
PERFORMANCE COMPARISONS.................................................
FINANCIAL STATEMENTS....................................................
</TABLE>
<PAGE>
To obtain a Statement of Additional Information, please complete this form and
mail to:
International Corporate Marketing Group
Attn: Group Annuity Operations
100 Campus Drive, Suite 250
Florham Park, NJ 07932
Please send a Statement of Additional Information for OmniFlex-TM- funded by
ICMG Secular Trust Separate Account to me at the following address:
Name
- --------------------------------------------------------------------------------
Street
- --------------------------------------------------------------------------------
City/State
- ------------------------------------------------ Zip Code
- --------------------------------------
<PAGE>
PART B
<PAGE>
-2-
STATEMENT OF ADDITIONAL INFORMATION
HARTFORD LIFE INSURANCE COMPANY -
ICMG SECULAR TRUST SEPARATE ACCOUNT
OMNIFLEX VARIABLE ANNUITY
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 International Corporate
Marketing Group, Attn: Group Annuity Operations, 100 Campus Drive, Suite 250,
Florham Park, NJ 07932.
Date of Prospectus: May 1, 1999
Date of Statement of Additional Information: May 1, 1999
<PAGE>
-3-
TABLE OF CONTENTS
SECTION PAGE
- ------- ----
DESCRIPTION OF HARTFORD LIFE INSURANCE COMPANY ............
SAFEKEEPING OF ASSETS .....................................
INDEPENDENT PUBLIC ACCOUNTANTS ............................
DISTRIBUTION OF CERTIFICATES ..............................
CALCULATION OF YIELD AND RETURN ...........................
PERFORMANCE COMPARISONS ...................................
FINANCIAL STATEMENTS ......................................
<PAGE>
-4-
DESCRIPTION OF HARTFORD LIFE INSURANCE COMPANY
Hartford Life Insurance Company ("Hartford") is a stock life insurance company
engaged in the business of writing life insurance, both individual and group, in
all states of the United States and the District of Columbia. Hartford was
originally incorporated under the laws of Massachusetts on June 5, 1902, and was
subsequently redomiciled to Connecticut. Its offices are located in Simsbury,
Connecticut; however, its mailing address is P.O. Box 2999, Hartford, CT
06104-2999. Hartford is ultimately controlled by The Hartford Financial
Services Group, Inc., one of the largest financial service providers in the
United States.
HARTFORD RATINGS
EFFECTIVE
RATING AGENCY DATE OF RATING RATING BASIS OF RATING
- ------------- -------------- ------ ---------------
A.M. Best and Company, Inc. 9/9/97 A+ Financial soundness and
operating performance.
Standard & Poor's 1/23/98 AA Insurer Financial Strength
Duff & Phelps 1/23/98 AA+ Claims paying ability
SAFEKEEPING OF ASSETS
Title to the assets of the Separate Account is held by Hartford. The assets are
kept physically segregated and are held separate and apart from Hartford's
general corporate assets. Records are maintained of all purchases and
redemptions of Fund shares held in each of the Divisions.
INDEPENDENT PUBLIC ACCOUNTANTS
The audited financial statements and financial statement 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
report with respect thereto, and are included herein in reliance upon the
authority of said firm as experts in giving said report. The principal business
address of Arthur Andersen LLP is One Financial Plaza, Hartford, Connecticut
06103.
DISTRIBUTION OF CERTIFICATES
Hartford Equity Sales Company, Inc. ("HESCO") serves as principal underwriter
for the securities issued with respect to the Separate Account. HESCO is a
wholly-owned subsidiary of Hartford. The securities will be sold by
insurance and Variable Annuity agents of Hartford 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.
<PAGE>
-5-
CALCULATION OF YIELD AND RETURN
YIELD OF THE HARTFORD MONEY MARKET DIVISION. As summarized in the Prospectus
under the heading "Performance Related Information," the yield of the
Hartford Money Market Division for a seven day period (the "base period")
will be computed by determining the "net change in value" (calculated as set
forth below) of a hypothetical account having a balance of one accumulation
unit of the Division at the beginning of the period, subtracting a
hypothetical charge reflecting deductions from Owner accounts, and dividing
the difference by the value of the account at the beginning of the base
period to obtain the base period return, and then 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 daily dividends as
declared by the underlying Funds, less daily expense 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 HARTFORD MONEY MARKET DIVISION'S YIELD AND EFFECTIVE YIELD WILL VARY IN
RESPONSE TO FLUCTUATIONS IN INTEREST RATES AND IN THE EXPENSES OF THE
DIVISION. THE CURRENT YIELD AND EFFECTIVE YIELD REFLECT RECURRING CHARGES ON
THE SEPARATE ACCOUNT LEVEL, INCLUDING THE MAXIMUM ANNUAL MAINTENANCE FEE.
The yield and effective yield for the seven day period ending December 31, 1997
for the Hartford Money Market Division was as follows ($30 Annual Maintenance
Fee):
DIVISIONS YIELD EFFECTIVE YIELD
Hartford Money Market* 4.70% 4.82%
* Yield and effective yield for the seven day period ending December 31, 1997.
<PAGE>
-6-
YIELDS OF HARTFORD BOND AND LIMITED MATURITY BOND DIVISIONS.
As summarized in the Prospectus under the heading "Performance Related
Information," yields of the above Divisions will be computed by annualizing a
recent month's net investment income, divided by a Fund share's net asset
value on the last trading day of that month. Net changes in the value of a
hypothetical account will assume the change in the underlying mutual fund's
"net asset value per share" for the same period in addition to the daily
expense charge assessed, at the Division level for the respective period.
The Divisions' yields will vary from time to time depending upon market
conditions and, the composition of the underlying funds' portfolios. Yield
should also be considered relative to changes in the value of the Divisions'
shares and to the relative risks associated with the investment objectives
and policies of the underlying Fund.
THE YIELD REFLECTS RECURRING CHARGES ON THE SEPARATE ACCOUNT LEVEL, INCLUDING
THE ANNUAL MAINTENANCE FEE.
Yield calculations of the Divisions used for illustration purposes reflect
the interest earned by the Divisions, less applicable asset charges assessed
against an Owner's account over the base period. Yield quotations based on a
30 day period were computed by dividing the dividends and interests earned
during the period by the maximum offering price per unit on the last day of
the period, according to the following formula:
Example:
Current Yield Formula for the Division 2[((A-B)/(CD) + 1)(6) - 1]
Where A = Dividends and interest earned during the period.
B = Expenses accrued for the period (net of reimbursements).
C = The average daily number of units outstanding during the period
that were entitled to receive dividends.
D = The maximum offering price per unit on the last day of the period.
DIVISIONS YIELD
- --------- -----
Hartford Bond** 5.65%
NB AMT Limited Maturity Bond** 5.15%
** Yield quotation based on a 30 day period ended December 31, 1997.
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.
The method of calculating yields described above for these Divisions differs
from the method used by the Divisions prior to May 1, 1988. The denominator of
the fraction used to calculate yield was
<PAGE>
-7-
previously the average unit value for the period calculated. That
denominator will hereafter be the unit value of the Divisions on the last
trading day of the period calculated.
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.
The following are the standardized average annual total return quotations for
the Divisions for the 1, 5, and 10 year periods ended December 31, 1997:
STANDARDIZED AVERAGE ANNUAL TOTAL RETURN FOR YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
10 YEAR OR SINCE
DIVISIONS INCEPTION DATE 1 YEAR 5 YEAR INCEPTION*
- --------- -------------- ------ ------ ----------------
<S> <C> <C> <C> <C>
Hartford 8/31/77 1.89% 2.79% 4.95%
Bond Division
Hartford 4/2/84 12.20% 14.28% 16.35%
Capital
Appreciation
Division
Hartford 6/30/80 -3.70% -.30% 1.66%
Money Market
Division
NB AMT 3/22/94 20.48% na 18.63%
Partners
Division
NB AMT 2/28/89 9.50% 5.27% 7.33%
Balanced
Division
NB AMT 9/10/84 -2.37% .75% 3.13%
Limited Maturity
Bond Division
Fidelity VIP 10/9/86 17.53% 15.49% 13.17%
Equity-Income
Division
Fidelity VIP 9/19/85 7.79% 9.22% 8.98%
High Income
Division
Fidelity VIP II 9/6/89 9.23% 7.91% 8.56%
Asset Manager
Division
</TABLE>
<PAGE>
-8-
<TABLE>
<S> <C> <C> <C> <C>
Alger American 9/21/88 1.85% 7.86% 16.07%
Small Cap
Division
Alger American 1/9/89 15.39% 14.61% 15.89%
Growth Division
J.P. Morgan 1/3/95 .06% na 3.70%
Bond Division
J.P. Morgan 1/3/95 -9.00% na 2.67%
Equity Division
J.P. Morgan 1/3/95 12.20% na 19.91%
Small Company
Division
J.P. Morgan 1/3/95 17.03% na 21.70%
International
Opportunities
Division
MSDWUF Fixed 1/2/97 na na .58%
Income Division
MSDWUF High 1/2/97 na na 3.93%
Yield Division
MSDWUF Equity 1/2/97 na na 22.12%
Growth Division
MSDWUF Value 1/2/97 na na 10.96%
Division
MSDWUF Global 1/2/97 na na 10.04%
Equity Division
MSDWUF Emerging 10/1/96 -8.03% na -11.02%
Markets Equity
Division
</TABLE>
*Figures represent performance since inception for Divisions in existence for
less than 10 years, or performance for 10 years for Divisions in existence for
more than 10 years.
In addition to the standardized total return, the Division may advertise a
non-standardized total return. This figure will usually be calculated for one
year, five years, and ten years or other periods. Non-standardized total return
is measured in the same manner as the standardized total return described above,
except that the contingent deferred sales charge and the Annual Maintenance Fee
are not deducted. Therefore, non-standardized total return for a Division is
higher than standardized total return for a Division.
For the fiscal year ended December 31, 1997, the non-standardized annualized
total return for the Divisions listed below were as follows:
<PAGE>
-9-
NON-STANDARDIZED ANNUALIZED TOTAL RETURN FOR YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
10 YEAR OR SINCE
DIVISIONS INCEPTION DATE 1 YEAR 5 YEAR INCEPTION*
- --------- -------------- ------ ------ ----------------
<S> <C> <C> <C> <C>
Hartford 8/31/77 10.63% 6.96% 8.10%
Bond Division
Hartford 4/2/84 21.55% 18.18% 18.83%
Capital
Appreciation Division
Hartford Money 6/30/80 4.63% 3.94% 5.04%
Market Division
NB AMT Partners 3/22/94 30.40% na 23.36%
Division
NB AMT Balanced 2/28/89 18.68% 9.49% 10.48%
Division
NB AMT Limited 9/10/84 6.05% 4.94% 6.38%
Maturity Bond
Division
Fidelity VIP Equity- 10/9/86 27.27% 19.38% 15.97%
Income Division
Fidelity VIP High 9/19/85 16.90% 13.18% 12.08
Income Division
Fidelity VIP II Asset 9/6/89 19.87% 12.25% 12.00%
Manager Division
Alger American 9/21/88 10.67% 11.92% 18.44%
Small Cap Division
Alger American 1/9/89 24.93% 18.51% 18.64%
Growth Division
J.P. Morgan Bond 1/3/95 8.67% na 8.59%
Division
J.P. Morgan Equity 1/3/95 26.68% na 26.64%
Division
J.P. Morgan Small 1/3/95 21.71% na 24.86%
Company Division
J.P. Morgan 1/3/95 -1.18% na 7.46%
International
Opportunities Division
MSDWUF Fixed Income 1/2/97 na na 9.22%
Division
MSDWUF High Yield 1/2/97 na na 12.79%
Division
MSDWUF Equity Growth 1/2/97 na na 32.19%
Division
MSDWUF Value Division 1/2/97 na na 20.20%
MSDWUF Global Equity 1/2/97 na na 19.26%
Division
MSDWUF Emerging 10/1/96 na na -2.69%
Markets Equity
Division
</TABLE>
*Figures represent performance since inception for Divisions in existence for
less than 10 years, or performance for 10 years for Divisions in existence for
more than 10 years.
<PAGE>
-10-
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.
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.
<PAGE>
-11-
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.
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 NYSE,
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 NYSE. 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) The resolution of the Board of Directors of Hartford Life
Insurance Company ("Hartford") authorizing the Separate
Account (1)
(2) Not applicable.
(3) (a) Principal Underwriting Agreement (2)
(3) (b) Form of Dealer Agreement (2)
(4) Group Flexible Premium Deferred Variable Annuity Contract
and Certificate (1)
(5) Form of Application (1)
(6) (a) Articles of Incorporation of Hartford. (3)
(b) Bylaws of Hartford. (1)
(7) Not applicable.
(8) Form of Participation Agreement between the Registrant and
the underlying Funds (1)
(9) Opinion and Consent of Lynda Godkin, Senior Vice President,
General Counsel, Corporate Secretary.
- --------------------
(1) Incorporated by reference to Pre-Effective Amendment No. 1, to the
Registration Statement File No. 33-59069, dated October 30, 1995.
(2) Incorporated by reference to Post-Effective Amendment No. 1, to the
Registration Statement File No. 33-59069, dated May 1, 1996.
(3) Incorporated by reference to Post-Effective Amendment No. 2, to the
Registration Statement File No. 33-59069, filed on April 15, 1997.
<PAGE>
(10) Consent of Arthur Andersen LLP, Independent Public Accountants
to be filed by Amendment.
(11) No financial statements are omitted.
(12) Not applicable.
(13) Not applicable.
(14) Not applicable.
(15) Copy of Power of Attorney.
(16) Organizational Chart.
Item 25. Directors and Officers of the Depositor
- ------------------------------------------------------------------------------
NAME POSITION WITH HARTFORD
- ------------------------------------------------------------------------------
Dong H. Ahn Vice President
- ------------------------------------------------------------------------------
Wendell J. Bossen Vice President
- ------------------------------------------------------------------------------
Gregory A. Boyko Senior Vice President, Director*
- ------------------------------------------------------------------------------
Peter W. Cummins Senior Vice President
- ------------------------------------------------------------------------------
Ann M. de Raismes Senior Vice President
- ------------------------------------------------------------------------------
Timothy M. Fitch Vice President and Actuary
- ------------------------------------------------------------------------------
David T. Foy Vice President
- ------------------------------------------------------------------------------
Bruce D. Gardner Vice President
- ------------------------------------------------------------------------------
J. Richard Garrett Vice President and Assistant Treasurer
- ------------------------------------------------------------------------------
William A. Godfrey, III Senior Vice President
- ------------------------------------------------------------------------------
Lynda Godkin Senior Vice President, General Counsel and
Corporate Secretary, Director*
- ------------------------------------------------------------------------------
Lois W. Grady Vice President
- ------------------------------------------------------------------------------
Christopher Graham Vice President
- ------------------------------------------------------------------------------
Mark E. Hunt Vice President
- ------------------------------------------------------------------------------
<PAGE>
- ------------------------------------------------------------------------------
NAME POSITION WITH HARTFORD
- ------------------------------------------------------------------------------
Stephen T. Joyce Vice President
- ------------------------------------------------------------------------------
Michael D. Keeler Vice President
- ------------------------------------------------------------------------------
Robert A. Kerzner Senior Vice President
- ------------------------------------------------------------------------------
David N. Levenson Vice President
- ------------------------------------------------------------------------------
Steven M. Maher Vice President and Actuary
- ------------------------------------------------------------------------------
William B. Malchodi, Jr. Vice President
- ------------------------------------------------------------------------------
Raymond J. Marra Vice President
- ------------------------------------------------------------------------------
Thomas M. Marra Executive Vice President and Director, Individual
Life and Annuity Division, Director*
- ------------------------------------------------------------------------------
Robert F. Nolan, Jr. Senior Vice President
- ------------------------------------------------------------------------------
Joseph J. Noto Vice President
- ------------------------------------------------------------------------------
C. Michael O'Halloran Vice President
- ------------------------------------------------------------------------------
Daniel E. O'Sullivan Vice President
- ------------------------------------------------------------------------------
Craig R. Raymond Senior Vice President and Chief Actuary
- ------------------------------------------------------------------------------
Marry P. Robinson Vice President
- ------------------------------------------------------------------------------
Donald A. Salama Vice President
- ------------------------------------------------------------------------------
Timothy P. Schiltz Vice President
- ------------------------------------------------------------------------------
Lowndes A. Smith President and Chief Executive Officer, Director*
- ------------------------------------------------------------------------------
Keith A. Stevenson Vice President
- ------------------------------------------------------------------------------
Edward A. Sweeney Vice President
- ------------------------------------------------------------------------------
Judith V. Tilbor Vice President
- ------------------------------------------------------------------------------
Raymond P. Welnicki Senior Vice President and Director, Employee
Benefit Division, Director*
- ------------------------------------------------------------------------------
Walter C. Welsh Senior Vice President
- ------------------------------------------------------------------------------
Lizabeth H. Zlatkus Senior Vice President, Director*
- ------------------------------------------------------------------------------
David M. Znamierowski Senior Vice President, Director*
- ------------------------------------------------------------------------------
<PAGE>
Unless otherwise indicated, the principal business address of each the above
individuals is P.O. Box 2999, Hartford, CT 06104-2999.
*Denotes Board of Directors.
Item 26. Persons Controlled By or Under Common Control with the Depositor or
Registrant
Filed herewith as Exhibit 16.
Item 27. Number of Contract Owners
As of ___________, 1999, there have been no contracts issued by the
Registrant.
Item 28. Indemnification.
Under Section 33-772 of the Connecticut General Statutes, unless
limited by its certificate of incorporation, the Registrant must
indemnify a director who was wholly successful, on the merits or
otherwise, in the defense of any proceeding to which he was a party
because he is or was a director of the corporation against
reasonable expenses incurred by him in connection with the
proceeding.
The Registrant may indemnify an individual made a party to a
proceeding because he is or was a director against liability
incurred in the proceeding if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best
interests of the Registrant, and, with respect to any criminal
proceeding, had no reason to believe his conduct was unlawful.
Conn. Gen. Stat. Section 33-771(a). Additionally, pursuant to Conn.
Gen. Stat. Section 33-776, the Registrant may indemnify officers
and employees or agents for liability incurred and for any expenses
to which they becomes subject by reason of being or having been an
employees or officers of the Registrant. Connecticut law does not
prescribe standards for the indemnification of officers, employees
and agents and expressly states that their indemnification may be
broader than the right of indemnification granted to directors.
The foregoing statements are specifically made subject to the
detailed provisions of Section 33-770 et seq.
Notwithstanding the fact that Connecticut law obligates the
Registrant to indemnify a only a director that was successful on
the merits in a suit, under Article VIII, Section 1 of the
Registrant's bylaws, the Registrant must indemnify both directors
and officers of the Registrant for (1) any claims and liabilities
to which they become subject by reason of being or having been a
directors or officers of the company and legal and (2) other
expenses incurred in defending against such claims, in each case,
to the extent such is consistent with statutory provisions.
<PAGE>
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
Item 29. Principal Underwriters
(a) HESCO acts as principal underwriter for the following
investment companies:
Hartford Life Insurance Company - ICMG Secular Trust Separate
Account
Hartford Life Insurance Company - Separate Account VL II
Hartford Life Insurance Company - Separate Account VL I
Hartford Life and Annuity Insurance Company - Separate Account
VL II
Hartford Life and Annuity Insurance Company - Separate Account
VL I
Hartford Life and Annuity Insurance Company - ICMG Registered
Variable Life Separate Account One
(b) Directors and Officers of HESCO
<TABLE>
<CAPTION>
Name and Principal Positions and Offices
Business Address* With Underwriter
------------------ ---------------------
<S> <C>
Lowndes A. Smith President and Chief Executive
Officer, Director
Thomas M. Marra Executive Vice President, Director
Peter W. Cummins Senior Vice President, Director
Donald E. Waggaman, Jr. Treasurer
Lynda Godkin Senior Vice President, General
Counsel and Corporate Secretary
George R. Jay Controller
J. Richard Garrett Vice President
Donald A. Salama Vice President
</TABLE>
<PAGE>
Unless otherwise indicated, the principal business address of
each the above individuals is P.O. Box 2999, Hartford, CT
06104-2999.
Item 30. Location of Accounts and Records
All of the accounts, books, records or other documents
required to be kept by Section 31(a) of the Investment
Company Act of 1940 and rules thereunder, are maintained by
Hartford at 200 Hopmeadow Street, Simsbury, Connecticut
06089.
Item 31. Management Services
All management contracts are discussed in Part A and Part B
of this Registration Statement.
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, 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.
(d) Hartford hereby represents that the aggregate fees and
charges under the Contracts are reasonable in relation to
the services rendered, the expenses expected to be incurred,
and the risks assumed by Hartford.
The Registrant is relying on the no-action letter issued by the
Division of Investment Management to American Council of Life
Insurance, Ref. No. IP-6-88, November 28, 1988. The Registrant
has complied with conditions one through four of the no-action
letter.
<PAGE>
SIGNATURES
As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant has duly caused this Registration Statement to be signed
on its behalf, in the Town of Simsbury, and State of Connecticut on this 22nd
day of January, 1999.
HARTFORD LIFE INSURANCE COMPANY -
ICMG SECULAR TRUST SEPARATE ACCOUNT
(Registrant)
*By: Thomas M. Marra
---------------------------------------
Executive Vice President
HARTFORD LIFE INSURANCE COMPANY *By: /s/ Marianne O'Doherty
(Depositor) --------------------------
Marianne O'Doherty
Attorney-in-Fact
*By: Thomas M. Marra
----------------------------------------
Thomas M. Marra, Executive Vice President
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons and in the capacities and on
the date indicated.
Gregory A. Boyko, Senior Vice President,
Director*
Lynda Godkin, Senior Vice President,
General Counsel, and Corporate
Secretary, Director*
Thomas M. Marra, Executive Vice *By: /s/ Marianne O'Doherty
President, Director* ------------------------
Lowndes A. Smith, President, Marianne O'Doherty
Chief Executive Officer, Director* Attorney-In-Fact
Raymond P. Welnicki, Senior Vice
President, Director* Dated: January 22, 1999
Lizabeth H. Zlatkus, Senior Vice President,
Director*
David M. Znamierowski, Senior Vice President,
Director
<PAGE>
EXHIBIT INDEX
(9) Opinion and Consent of Lynda Godkin, Senior Vice President, General
Counsel and Corporate Secretary
(15) Copy of Power of Attorney
(16) Organizational Chart
<PAGE>
EXHIBIT 9
[LOGO]
HARTFORD LIFE
January 22, 1999 Lynda Godkin
Senior Vice President,
General Counsel &
Corporate Secretary
Board of Directors
Hartford Life Insurance Company
200 Hopmeadow Street
Simsbury, CT 06089
RE: HARTFORD LIFE INSURANCE COMPANY
ICMG SECULAR TRUST SEPARATE ACCOUNT
FILE NO. 33-59069
Dear Sir/Madam:
I have acted as General Counsel to Hartford Life Insurance Company (the
"Company"), a Connecticut insurance company, and Hartford Life Insurance Company
ICMG Secular Trust Separate Account (the "Account") in connection with the
registration of an indefinite amount of securities in the form of group flexible
premium deferred variable annuity contracts (the "Contracts") with the
Securities and Exchange Commission under the Securities Act of 1933, as amended.
I have examined such documents (including the Form N-4 Registration Statement)
and reviewed such questions of law as I considered necessary and appropriate,
and on the basis of such examination and review, it is my opinion that:
1. The Company is a corporation duly organized and validly existing as a stock
life insurance company under the laws of the State of Connecticut and is duly
authorized by the Insurance Department of the State of Connecticut to issue
the Contracts.
2. The Account is a duly authorized and validly existing separate account
established pursuant to the provisions of Section 38a-433 of the Connecticut
Statutes.
3. To the extent so provided under the Contracts, that portion of the assets of
the Account equal to the reserves and other contract liabilities with respect
to the Account will not be chargeable with liabilities arising out of any
other business that the Company may conduct.
<PAGE>
Board of Directors
Hartford Life Insurance Company
January 22, 1999
Page 2
4. The Contracts, when issued as contemplated by the Form N-4 Registration
Statement, will constitute legal, validly issued and binding obligations of
the Company.
I hereby consent to the filing of this opinion as an exhibit to the Form N-4
Registration Statement for the Contracts and the Account.
Sincerely,
/s/ Lynda Godkin
Lynda Godkin
<PAGE>
EXHIBIT 15
HARTFORD LIFE INSURANCE COMPANY
POWER OF ATTORNEY
-----------------
Gregory A. Boyko
John P. Ginnetti
Lynda Godkin
Thomas M. Marra
Lowndes A. Smith
Raymond P. Welnicki
Lizabeth H. Zlatkus
David M. Znamierowski
do hereby jointly and severally authorize Lynda Godkin, Marianne O'Doherty,
and Leslie T. Soler to sign as their agent, any Registration Statement,
pre-effective amendment, post-effective amendment and any application for
exemptive relief of the Hartford Life Insurance Company and Hartford Life and
Accident Insurance Company under the Securities Act of 1933 and/or the
Investment Company Act of 1940.
IN WITNESS WHEREOF, the undersigned have executed this Power of Attorney for
the purpose herein set forth.
/s/ Gregory A. Boyko Dated as of March 16, 1998
- --------------------------------------- --------------------------
Gregory A. Boyko
/s/ John P. Ginnetti Dated as of March 16, 1998
- --------------------------------------- --------------------------
John P. Ginnetti
/s/ Lynda Godkin Dated as of March 16, 1998
- --------------------------------------- --------------------------
Lynda Godkin
/s/ Thomas M. Marra Dated as of March 16, 1998
- --------------------------------------- --------------------------
Thomas M. Marra
/s/ Lowndes A. Smith Dated as of March 16, 1998
- --------------------------------------- --------------------------
Lowndes A. Smith
/s/ Raymond P. Welnicki Dated as of March 16, 1998
- --------------------------------------- --------------------------
Raymond P. Welnicki
/s/ Lizabeth H. Zlatkus Dated as of March 16, 1998
- --------------------------------------- --------------------------
Lizabeth H. Zlatkus
/s/ David M. Znamierowski Dated as of March 16, 1998
- --------------------------------------- --------------------------
David M. Znamierowski
<PAGE>
EXHIBIT 16
<TABLE>
<CAPTION>
<S> <C>
THE HARTFORD
The Hartford Financial Services Group, Inc.
(Delaware)
|
- -------------------------------------------------------------------------------------------------------------
Nutmeg Insurance Company The Hartford Investment
(Connecticut) Management Company
| (Delaware)
Hartford Fire Insurance Company |
(Connecticut) Hartford Investment
| Services, Inc.
Hartford Accident and Indemnity Company (Connecticut)
(Connecticut)
|
Hartford Life, Inc.
(Delaware)
|
Hartford Life and Accident Insurance Company
(Connecticut)
|
|
|
- -------------------------------------------------------------------------------------------------------------
Alpine Life Hartford Financial Hartford Life American Maturity ITT Hartford Canada
Insurance Services Life Insurance Company Life Insurance Holdings, Inc.
Company Insurance Co. (Connecticut) Company (Canada)
(New Jersey) (Connecticut) | (Connecticut) |
| | |
| AML Financial, Inc. |
| (Connecticut) Hartford Life
| Insurance Company
| of Canada
| (Canada)
|
|
- -------------------------------------------------------------------------------------------------------------
Hartford Life and Annuity ITT Hartford International Hartford Financial Services Royal Life
Insurance Company Life Reassurance Corporation Corporation Insurance
(Connecticut) (Connecticut) (Delaware) Company of
| | America
| | (Connecticut)
| |
ITT Hartford Life, Ltd. |
(Bermuda) |
|
|
- -------------------------------------------------------------------------------------------------------------
MS Fund HL Funding HL Investment Hartford Hartford Securities Hartford-Comp. Emp.
America Company, Inc. Advisors, Inc. Equity Sales Distribution Benefit Service
1993-K, Inc. (Connecticut) (Connecticut) Company, Inc. Company, Inc. Company
(Delaware) | (Connecticut) (Connecticut) (Connecticut)
|
Hartford Investment
Financial Services
Company
(Delaware)
</TABLE>
