<PAGE>
FORM N-8B-2
REGISTRATION STATEMENT OF UNIT INVESTMENT TRUSTS
WHICH ARE CURRENTLY ISSUING SECURITIES
Pursuant to Section 8(b) of the
Investment Company Act of 1940
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SEPARATE ACCOUNT VLII
(Name of Unit Investment Trust)
Issuer of periodic payment plan
certificates only for purposes
of information provided herein.
1. ORGANIZATION AND GENERAL INFORMATION
1. (a) Furnish name of the trust and the Internal Revenue Service Employer
Identification Number:
SEPARATE ACCOUNT VLII ("Separate Account"). IRS Employer
Identification Number: The Separate Account shall report under the
employer identification number of the Depositor - ITT Hartford Life
and Annuity Insurance Company ("ITT Hartford").
(b) Furnish title of each class or series of securities issued by the
trust:
Last Survivor Flexible Premium Variable Life Insurance Policies
("Policies").
2. Furnish the name and principal business address and Zip Code and the
Internal Revenue Service Employer Identification Number of each depositor
of the trust:
ITT Hartford Life and Annuity Insurance Company
P.O. Box 2999
Hartford, Connecticut 06104
IRS Employer Identification Number: 39-1052598
-1-
<PAGE>
3. Furnish name and principal business address and Zip Code and the Internal
Revenue Service Employer Identification Number of each custodian or trustee
of the trust indicating for which class or series of securities each
custodian or trustee is acting.
Not Applicable.
4. Furnish name and principal business address and Zip Code and the Internal
Revenue Service Employer Identification Number of each principal
underwriter currently distributing securities of the trust.
No Policies are currently being distributed. When such distribution
commences, Hartford Equity Sales Company, Inc. will be the "Principal
Underwriter."
Hartford Equity Sales Company, Inc.
P.O. Box 2999
Hartford, Connecticut 06104
IRS Employer Identification Number: 06-0896599
5. Furnish name of state or other sovereign power, the laws of which govern
with respect to the organization of the trust.
Wisconsin
6. (a) Furnish the dates of execution and termination of any indenture or
agreement currently in effect under the terms of which the trust was
organized and issued or proposes to issue securities.
The Separate Account was established pursuant to a resolution of the
Board of Directors of ITT Hartford on September 30, 1994. The
Separate Account will continue in existence until its complete
liquidation and the distribution of its assets to the persons entitled
to receive them.
(b) Furnish the dates of execution and termination of any indenture or
agreement currently in effect pursuant to which the proceeds of
payments on securities issued or to be issued by the trust are held by
the custodian or trustee.
There is no indenture or trust agreement. ITT Hartford, the
Depositor, will perform all functions normally performed by a
custodian.
-2-
<PAGE>
7. Furnish in chronological order the following information with respect to
each change of name of the trust since January 1, 1930. If the name has
never been changed, so state.
The Separate Account has never been known by any other name.
8. State the date on which the fiscal year of the trust ends.
The fiscal year of the Separate Account ends on December 31.
MATERIAL LITIGATION
9. Furnish a description of any pending legal proceedings, material with
respect to the security holders of the trust by reason of the nature of the
claim or the amount thereof, to which the trust, the depositor, or the
principal underwriter is a party or which the assets of the trust are the
subject, including the substance of the claims involved in such proceeding
and the title of the proceeding. Furnish a similar statement with respect
to any pending administrative proceeding commenced by a governmental
authority or any such proceeding or legal proceeding known to be
contemplated by a governmental authority. Include any proceeding which,
although immaterial in itself, is representative of, or one of, a group of
which in the aggregate is material.
There are no material legal proceedings pending.
II. GENERAL DESCRIPTION OF THE TRUST AND SECURITIES OF THE TRUST
GENERAL INFORMATION CONCERNING THE SECURITIES OF THE TRUST AND THE RIGHTS OF
HOLDERS
10. Furnish a brief statement with respect to the following matters for each
class or series of securities issued by the trust:
(a) Whether the securities are of the registered or bearer type.
The Policies which are to be issued are of the registered type insofar
as all Policies are personal to the Owner, and the records concerning
the Owner are maintained by ITT Hartford.
(b) Whether the securities are of the cumulative or distributive type.
The Policies are of the cumulative type.
(c) The rights of security holders with respect to withdrawal or
redemption.
At any time prior to the maturity date, the Policy Owner may surrender
the Policy and
-3-
<PAGE>
receive the cash surrender value, provided the Policy has a cash
surrender value. An applicant has a limited right to return his or her
Policy for cancellation. If the Policy Owner returns the Policy
within 10 days after delivery of the Policy, ten days after ITT
Hartford mails or personally delivers a Notice of Withdrawal Right, or
within 45 days after completion of the application, whichever is
latest, subject to applicable state regulation, ITT Hartford will
return to the applicant within 7 days thereafter, the greater of the
premium paid for the Policy less any indebtedness, or the sum of (1)
the account value on the date the returned Policy is received by ITT
Hartford or its agent and (2) any deductions under Policy or by the
funds for taxes, charges or fees.
(d) The rights of security holders with respect to conversion, transfer,
partial redemption, and similar matters.
One partial withdrawal is allowed each Policy Year. The minimum
partial withdrawal allowed is $500.00. The maximum partial withdrawal
is the Cash Surrender Value, less $1,000.00. ITT Hartford reserves the
right to impose a partial withdrawal charge of up to $50. The Policy
Owner may transfer a Policy's sub-account values to other sub-
accounts.
The Policy may be exchanged during the first 24 months after its issue
date for a non-variable last survivor life insurance policy on the
life of the insureds without submitting proof of insurability.
(e) If the trust is the issuer of periodic payment plan certificates, the
substance of the provisions of any indenture or agreement with respect
to lapses or defaults by security holders in making principal
payments, and with respect to reinstatement.
Because the Policy is a life insurance policy certain monthly charges
are made against the net cash value to maintain the benefits provided
by the Policy. If the Cash Surrender Value is insufficient to cover a
Deduction Amount due on a Monthly Activity Date the policy will be in
default. ITT Hartford will grant a 61-day grace period for the
payment of the additional premium (or repayment of loan) in an amount
sufficient to cover the monthly charges due. At least 30 days prior
to the end of the grace period, ITT Hartford will mail the Policy
Owner written notice of the amount of premium required to continue the
Policy.
If the Policy terminates as provided in the grace period section and
has not been surrendered, it may be reinstated by the Policy Owner
within five (5) years after the end of the grace period subject to the
following:
(1) the Insureds alive at the end of the Grace Period are also alive on
the date of reinstatement;
(2) satisfactory evidence of insurability is submitted;
-4-
<PAGE>
(3) any Policy loan is repaid or reinstated; and
(4) the Policy Owner pays sufficient premium to (1) cover all Monthly
Deduction Amounts that are due and unpaid during the Grace Period and
(2) keep the Policy in force for three months after the date of
reinstatement.
(f) The substance of any provisions of any indenture or agreement with
respect to voting rights, together with the names of any persons other
than security holders given the right to exercise voting rights
pertaining to the trust's securities or the underlying securities and
the relationship of such persons to the trust.
The underlying securities of the Separate Account, depending on the
class of Contracts, currently are shares in the Hartford Funds:
Advisers Fund, Aggressive Growth Fund, Bond Fund, Dividend and Growth
Fund, Index Fund, International Opportunities Fund, Mortgage
Securities Fund, Stock Fund, HVA Money Market Fund; shares in the
Putnam Capital Manager Trust: PCM Diversified Income Fund, PCM Global
Asset Allocation Fund, PCM Global Growth Fund, PCM Growth and Income
Fund, PCM High Yield Fund, PCM Money Market Fund, PCM New
Opportunities Fund, PCM U.S. Government and High Quality Bond Fund,
PCM Utilities Growth and Income Fund, and PCM Voyager Fund; and shares
in the Fidelity Funds: Equity-Income Portfolio, Overseas Portfolio and
Asset Manager Portfolio.
ITT Hartford will vote Fund shares held in the Separate Account in
accordance with instructions received from Policy Owners of the
Separate Account. ITT Hartford will vote shares for which it has not
received instructions in the same proportion as it votes shares for
which it has received instructions. However, if the Investment
Company Act of 1940 or any regulation thereunder should be amended or
if the present interpretation thereof should change, and as a result
ITT Hartford determines that it is permitted to vote the Fund shares
in its own right, it may elect to do so.
ITT Hartford may, when required by state insurance regulatory
authorities, disregard voting instructions if the instructions require
that the shares be voted so as to cause a change in the
sub-classification or investment objective of one or more of the
Investment Portfolios of the Funds or to approve or disapprove an
investment advisory policy for the Funds. In addition, ITT Hartford
itself may disregard voting instructions in favor of changes initiated
by a Policy Owner in the investment policy or the investment adviser
of the Funds if ITT Hartford reasonably disapproves of such changes.
A change would be disapproved only if the proposed change is contrary
to state law or prohibited by state regulatory authorities. In the
event ITT Hartford does disregard voting instructions, a summary of
that action and the reasons for such action will be included in the
next periodic report to Policy Owners.
-5-
<PAGE>
(g) Whether security holders must be given notice of any change in:
(1) the composition of the assets of the trust.
Notice must be given of any such proposed change.
(2) the terms and conditions of the securities issued by the trust.
Notice must be given of any such proposed change.
(3) the provisions of any indenture or agreement of the trust.
Inapplicable - there is no indenture or agreement of the trust.
See answer to Item 6(b) above.
(4) the identity of the depositor, trustee or custodian.
There is no provision requiring notice to Policy Owners with
respect to any change in the identity of the Separate Account's
depositor. ITT Hartford's obligations under the Policies,
however, cannot be transferred to any other entity without notice
to and consent of the Policy Owner.
(h) Whether the consent of security holders is required in order for
action to be taken concerning any change in:
(1) the composition of the assets of the trust.
Consent of Policy Owners may be required when substituting the
underlying securities of the Separate Account. In addition, to
substitute such securities, approval of the Securities and
Exchange Commission may be required in compliance with Section
26(b) of the Investment Company Act of 1940. ITT Hartford may,
however, add additional sub-accounts without the consent of
Policy Owners. Except as required by Federal or State law or
regulation, no action will be taken by the ITT Hartford which
will adversely affect the rights of Policy Owners without their
consent.
(2) the terms and conditions of the securities issued by the trust.
No change in the terms and conditions of the Policies can be made
without the consent of the Policy Owners.
-6-
<PAGE>
(3) the provisions of any indenture or agreement of the trust.
See Item 10(g)(3) above.
(4) the identity of the depositor, trustee or custodian.
There is no provision requiring consent of Policy Owners with
respect to any change in the identity of the Separate Account's
depositor. ITT Hartford's obligations under the Policies,
however, cannot be transferred to any other entity without notice
to and consent of the Policy Owner. There is no provision
requiring consent of Policy Owners with respect to any change in
the identity of the custodian.
(i) Any other principal feature of the securities issued by the trust or
any other principal right, privilege or obligation not covered by
subdivisions (a) to (g) or by any other item in this form.
The Policy provides insurance coverage in the form of a death benefit
payable on the death of the last surviving Insured. Premiums and
death benefits for the Policy are flexible.
The Policy generally will be issued only on the lives of insureds
generally between the ages of 20 and 80 respecting both insureds. The
required initial basic face amount is $100,000. The Policies provide
for the payment of the Death Proceeds to the named beneficiary when
the last surviving Insured under the Policy dies. The Death Proceeds
payable to the beneficiary equal the Death Benefit less any
outstanding loans and any outstanding monthly deduction amount
occurring during a grace period. The Death Benefit is one of three
options: Option A provides a level death benefit equal to the Policy
face amount; Option B provides a death benefit equal to the Policy
face amount plus the account value; Option C provides a death benefit
equal to the face amount plus the sum of all premiums paid.
INFORMATION CONCERNING THE SECURITIES UNDERLYING THE TRUST'S SECURITIES
11. Describe briefly the kind or type of securities comprising the unit of
specified securities in which the security holders have an interest.
The securities held in the Separate Account will be shares of registered,
open-end diversified or series management investment companies (the
"Funds") described below.
-7-
<PAGE>
HARTFORD FUNDS
HARTFORD ADVISERS FUND, INC.
To achieve maximum long term total rate of return consistent with prudent
investment risk by investing in common stock and other equity securities, bonds
and other debt securities, and money market instruments. The investment adviser
will vary the investments of the Fund among equity and debt securities and money
market instruments depending upon its analysis of market trends. Total rate of
return consists of current income, including dividends, interest and discount
accruals and capital appreciation.
HARTFORD AGGRESSIVE GROWTH FUND, INC.
To achieve growth of capital by investing in securities selected solely on the
basis of potential for capital appreciation; income, if any, is an incidental
consideration.
HARTFORD BOND FUND, INC.
To achieve maximum current income consistent with preservation of capital by
investing primarily in bonds.
HARTFORD DIVIDEND AND GROWTH FUND, INC.
To achieve a high level of current income consistent with growth of capital and
reasonable investment risk.
HARTFORD INDEX FUND, INC.
To provide investment results which approximate the price and yield performance
of publicly-traded common stocks in the aggregate, as represented by the
Standard & Poor's 500 Composite Stock Price Index. The Fund is neither
sponsored by, nor affiliated with, Standard & Poor's Corporation.
HARTFORD INTERNATIONAL OPPORTUNITIES FUND, INC.
To achieve long-term total return consistent with prudent investment risk
through investment primarily in equity securities issued by foreign companies.
HARTFORD MORTGAGE SECURITIES FUND, INC.
To achieve maximum current income consistent with safety of principal and
maintenance of liquidity by investing primarily in mortgage-related securities,
including securities issued by the Government National Mortgage Association
("GNMA").
-8-
<PAGE>
HARTFORD STOCK FUND, INC.
To achieve long-term capital growth primarily through capital appreciation, with
income a secondary consideration, by investing in equity-type securities.
HVA MONEY MARKET FUND, INC.
To achieve maximum current income consistent with liquidity and preservation of
capital by investing in money market securities.
PUTNAM FUNDS
PCM DIVERSIFIED INCOME FUND
Seeks high current income consistent with capital preservation by investing in
the following three sectors of the fixed income securities markets: U.S.
government sector, high yield sector, and international sector.
PCM GLOBAL ASSET ALLOCATION FUND
To seek to achieve a high level of long-term total return consistent with
preservation of capital by investing in a wide variety of equity and fixed
income securities both of U.S. and foreign issuers.
PCM GLOBAL GROWTH FUND
To seek capital appreciation through a globally diversified common stock
portfolio.
PCM GROWTH AND INCOME FUND
To seek capital growth and current income by investing primarily in common
stocks that offer potential for capital growth, current income, or both.
PCM HIGH YIELD FUND
To seek high current income by investing primarily in high-yielding, lower-rated
fixed income securities, constituting a diversified portfolio which is believed
not to involve undue risk to income or principal. Capital growth is a secondary
objective when consistent with the objectives of seeking high current income.
See the special considerations for investments for high yield securities
disclosed in the Putnam Fund prospectus.
-9-
<PAGE>
PCM MONEY MARKET FUND
To seek to achieve as high a level of current income as is consistent with
liquidity and preservation of capital by investing in money market securities.
PCM NEW OPPORTUNITIES FUND
Seeks long-term capital appreciation by investing principally in common stocks
of companies in sectors of the economy which may possess above average long-term
growth potential.
PCM U.S. GOVERNMENT AND HIGH QUALITY BOND FUND
To seek current income consistent with preservation of capital through
investment in securities issued or guaranteed as to principal and interest by
the U.S. Government or by its agencies or instrumentalities and in other debt
obligations rated at least A by Standard & Poor's or Moody's or, if not rated,
determined by Putnam Management to be of comparable quality.
PCM UTILITIES GROWTH AND INCOME FUND
To seek capital growth and current income by concentrating its investments in
securities issued by companies in the public utilities industries.
PCM VOYAGER FUND
To seek capital appreciation primarily from a portfolio of common stocks which
are believed to have potential for capital appreciation which is significantly
greater than that of market averages.
FIDELITY FUNDS
EQUITY-INCOME PORTFOLIO
To seek reasonable income by investing primarily in income-producing equity
securities. In choosing these securities, the Portfolio will also consider the
potential for capital appreciation. The Portfolio's goal is to achieve a yield
which exceeds the composite yield on the securities comprising the Standard &
Poor's Daily Stock Price Index of 500 Common Stocks. The Portfolio may invest
in high yielding, lower-rated securities (commonly referred to as "junk bonds")
which are subject to greater risk than investments in higher-rated securities.
For a further discussion of lower-rated securities, please see "Risks of
Lower-Rated Debt Securities" in the Fidelity prospectus for this Portfolio.
OVERSEAS PORTFOLIO
To seek long-term growth of capital primarily through investments in foreign
securities and
-10-
<PAGE>
provides a means for aggressive investors to diversify their own
portfolios by participating in companies and economies outside of the United
States.
ASSET MANAGER PORTFOLIO
To seek high total return with reduced risk over the long-term by allocating its
assets among stocks, bonds and short-term fixed-income instruments.
12. If the trust is the issuer of periodic payment plan certificates, and if
any underlying securities were issued by another investment company,
furnish the following information for each such company:
(a) Name of Company.
The Hartford Funds currently are Hartford Advisers Fund, Inc.,
Hartford Aggressive Growth Fund, Inc., Hartford Bond Fund, Inc.,
Hartford Dividend and Growth Fund, Inc., Hartford Index Fund, Inc.,
Hartford International Opportunities Fund, Inc., Hartford Mortgage
Securities Fund, Inc., Hartford Stock Fund, Inc., and HVA Money Market
Fund, Inc.
The Putnam Funds are the PCM Diversified Income Fund, PCM Global Asset
Allocation Fund, PCM Global Growth Fund, PCM Growth and Income Fund,
PCM High Yield Fund, PCM Money Market Fund, PCM New Opportunities
Fund, PCM U.S. Government and High Quality Bond Fund, PCM Utilities
Growth and Income Fund, and PCM Voyager Fund.
The Fidelity Funds are the Equity-Income Portfolio, Overseas Portfolio
and Asset Manager Portfolio.
(b) Name and principal business address of depositor.
Not Applicable.
(c) Name and principal business address of trustee or custodian.
Not applicable.
(d) Name and principal business address of principal underwriter.
Not applicable.
-11-
<PAGE>
(e) The period during which the securities of such Company have been the
underlying securities.
No underlying securities have been acquired by the Separate Account.
INFORMATION CONCERNING LOADS, FEES, CHARGES AND EXPENSES
13. (a) Furnish the following information with respect to each load, fee,
expense or charge to which (1) principal payments, (2) underlying
securities, (3) distributions, (4) cumulated or reinvested
distributions or income, and (5) redeemed or liquidated assets of the
trust's securities are subject:
(A) the nature of such load, fee, expense or charge;
(B) the amount thereof;
(C) the name of the person to whom such amounts are paid and his
relationship to the trust;
(D) the nature of the services performed by such person in
consideration for such load, fee, expense or charge.
(1) Principal payments
(A) ITT Hartford deducts a percentage of premium for a premium
processing charge, state premium tax and federal tax charge and
front-end sales load. The premium processing charge is a 1.25%
charge deducted from each premium payment for premium collection
costs and premium and policy processing costs. The premium tax
charge is deducted as a percentage of each premium to cover
premium-based taxes assessed against ITT Hartford. This
percentage will vary by locale depending on the tax rates in
effect there and is based on the actual tax imposed. ITT
Hartford also deducts a 1.25% charge from each premium payment to
cover the estimated cost of the federal income tax treatment of
the Policy's deferred acquisition costs under Section 848 of the
Code. The front-end sales load is a charge deducted from each
premium based on (1) the amount of premium paid in relation to
the Target Premium, (2) the policy year in which the premium is
paid, and (3) the pro-rated amount of the premium payment
attributable to the basic face amount and to the supplemental
face amount. The current and maximum front-end sales load for
premium payments attributable to the basic face amount up to the
Target Premium is 50% in the first Policy Year, 15% in Policy
Years 2 through 5, 10% in Policy Years 6 through 10, and 2% in
Policy Years 11 through 20. After Policy Year 20, the current
front-end sales load is 0%, with a maximum of 2%. The current
and maximum front-end sales load for premium payments
attributable to the basic face
-12-
<PAGE>
amount in excess of the Target Premium is 9.0% in Policy Year 1,
4% in Policy Years 2 through 10, and 2% in Policy Years 11
through 20. After Policy Year 20, the current front-end sales
load is 0%, with a maximum of 2%. The current and maximum
front-end sales load for all premium payments attributable to the
supplemental face amount is 4.0% in Policy Years 1 through 10
and 2% in Policy Years 11 through 20. After Policy Year 20, the
current front-end sales load is 0%, with a maximum of 2%.
ITT Hartford also deducts certain charges from the account value
to provide for the Monthly Deduction Amount. These will be taken
on a pro rata basis from the fixed account and Sub-Accounts on
the Monthly Activity Date. The cost of insurance charge is to
cover ITT Hartford's anticipated mortality costs. A charge is
made for additional benefits provided by rider, if any. A charge
is made for any special insurance class rating of an insured to
compensate ITT Hartford for the additional mortality risk
associated with individuals in these classes. ITT Hartford
assesses a monthly administrative charge in the amount of $7.50
per month, plus $0.01 per month per thousand of face amount at
issue, paid in Policy Years 1 through 10. On a blended-rate
basis, the charge is guaranteed never to exceed for all Policy
Years the sum of $10.00 per month plus $0.03 per month per
thousand of basic face amount at issue and $15 per month plus
$0.05 per month per thousand of supplemental face amount at
issue. In addition, in the first five Policy Years, there is a
monthly issue charge to compensate ITT Hartford for the up-front
costs to underwrite and issue the Policies. The Issue Charge is
the sum of $20 per month for the first five Policy Years plus
$.05 per $1000 of face amount at date of issue or unscheduled
supplemental face amount increase per month for the first five
years from the date of issue or increase. A charge will be made
for mortality and expense risks assumed by ITT Hartford. The
current and guaranteed mortality and expense risk rate for the
first ten Policy Years is 0.80%. After the tenth Policy Year,
the current and maximum rate is 0.80% on the first $100,000 of
account value as determined just prior to the Monthly Deduction.
On the remaining account value, the current Rate is 0.25% and the
maximum rate is 0.40% for account value attributable to the basic
face amount and 0.50% for account value attributable to the
supplemental face amount.
(B) See (A), above.
(C) See (A), above.
(D) See (A), above.
-13-
<PAGE>
(2) Underlying Securities
HARTFORD FUNDS
HARTFORD BOND FUND, INC./HARTFORD STOCK FUND, INC.,
The Funds pay the Adviser, The Hartford Investment Management Company,
Inc. an advisory fee annually which decreases from .325% to .25%
according to the average daily net asset value of the shares of each
Fund.
HARTFORD ADVISERS FUND, INC./HARTFORD AGGRESSIVE GROWTH FUND,
INC./HARTFORD INTERNATIONAL OPPORTUNITIES FUND, INC./HARTFORD DIVIDEND
AND GROWTH FUND, INC.
The Funds pay the Adviser, The Hartford Investment Management Company,
Inc., an advisory fee annually which decreases from .575% to .425%
according to the average daily net asset value of the shares of each
Fund.
HVA MONEY MARKET FUND, INC./HARTFORD MORTGAGE SECURITIES FUND, INC.
The Funds pay the Adviser, The Hartford Investment Management Company,
Inc. an advisory fee of .25% annually of the value of the average
daily net assets of each Fund.
HARTFORD INDEX FUND, INC.
The Funds pay the Adviser, The Hartford Investment Management Company,
Inc. and advisory fee of .20% annually of the value of the average
daily net assets of each Fund.
PUTNAM FUNDS
PCM DIVERSIFIED INCOME FUND/PCM GLOBAL ASSET ALLOCATION FUND/ PCM HIGH
YIELD FUND/PCM VOYAGER FUND
The Funds pay the Adviser, Putnam Investment Management, Inc., an
advisory fee quarterly at an annual rate which decreases from .70% to
.50% according to the average daily net asset value of the shares of
each Fund.
PCM GROWTH AND INCOME FUND
The Fund pays the Adviser, Putnam Investment Management, Inc., an
advisory fee quarterly at an annual rate which decreases from .65% to
.45% according to the average daily net asset value of the shares of
each Fund.
-14-
<PAGE>
PCM MONEY MARKET FUND
The Fund pays the Adviser, Putnam Investment Management, Inc., an
advisory fee quarterly at an annual rate which decreases from .45% to
.25% according to the average daily net asset value of the shares of
each Fund.
PCM GLOBAL GROWTH FUND/PCM NEW OPPORTUNITIES FUND/PCM U.S. GOVERNMENT
AND HIGH QUALITY BOND FUND/PCM UTILITIES GROWTH AND INCOME FUND
The Fund pays the Adviser, Putnam Investment Management, Inc., an
advisory fee quarterly at an annual rate of 0.60% of the Fund's
average daily net asset value.
FIDELITY FUNDS
EQUITY-INCOME PORTFOLIO
The Fund pays the Adviser, Fidelity Management & Research Company, an
advisory fee quarterly at an annual rate which ranges from 0.30% to
0.52% (Group Fee Rate) or 0.20% (Individual Portfolio Fee Rate) of the
Fund's average daily net asset value.
OVERSEAS PORTFOLIO
The Fund pays the Adviser, Fidelity Management & Research Company, an
advisory fee quarterly at an annual rate which ranges from 0.30% to
0.52% (Group Fee Rate) or 0.45% (Individual Portfolio Fee Rate) of the
Fund's average daily net asset value.
ASSET MANAGER PORTFOLIO
The Fund pays the Adviser, Fidelity Management & Research Company, an
advisory fee quarterly at an annual rate which ranges from 0.30% to
0.52% (Group Fee Rate) or 0.40% (Individual Portfolio Fee Rate) of the
Fund's average daily net asset value.
(3) Distributions.
None with respect to distributions on death of the insured.
(4) Cumulated or reinvested distributions or income.
All investment income and other distributions are reinvested in the
Fund shares at net asset value.
-15-
<PAGE>
(5) Redeemed or liquidated assets.
There are no charges associated with surrenders under the Policy.
Upon surrender, the Policy Owner will receive the Cash Surrender
Value. The Cash Surrender Value equals the Account Value less any
Indebtedness. If a Policy is surrendered during the first two Policy
Years, the Policy Owner may be entitled to payment of a refund in
addition to the Cash Surrender Value.
One partial withdrawal is allowed each Policy Year. The minimum
partial withdrawal allowed is $500.00. The maximum partial withdrawal
is the Cash Surrender Value, less $1,000.00. ITT Hartford reserves the
right to impose a partial withdrawal charge of up to $50. The Policy
Owner may transfer a Policy's sub-account values to other sub-
accounts.
(b) For each installment payment type of periodic payment plan certificate
of the trust, furnish the following information with respect to sales
load and other deductions from principal payments.
See response to Item 13(a)(1).
(c) State (1) the amount of sales load as a percentage of the net amount
invested, and (2) the amount of total deductions as a percentage of
the net amount invested for each type of security issued by the trust.
(1) The amount of sales load as a percentage of the net amount invested
cannot be determined because of variations in the manner in which the
front-end sales load structure may be applicable.
(2) The amount of the total deductions as a percentage of the net amount
invested cannot be determined because of variations in the manner in
which the front-end sales load structure may be applicable.
(d) Furnish a brief description of any loads, fees, expenses or charges
not covered in Item 13(a) which may be paid by security holders in
connection with the trust or its securities.
ITT Hartford does not expect to incur any federal income tax on the
earnings or realized capital gains attributable to the Separate
Account. However, if ITT Hartford incurs income taxes attributable to
the Separate Account or determines that such taxes may be incurred, it
may assess a charge for taxes against the Separate Account.
(e) State whether the depositor, principal underwriter, custodian or
trustee, or any affiliated person of the foregoing may receive profits
or other benefits not included in answer to Item 13(a) or 13(d)
through the sale or purchase of the trust's securities or interests in
underlying securities, and describe fully the nature and extent of
such profits or benefits.
-16-
<PAGE>
Neither ITT Hartford, principal underwriter nor custodian of the
Separate Account nor any affiliated person of the foregoing, may
receive any profit or any other benefit not included in answer to Item
13(a) or 13(d) through the sale or purchase of the Policy or Fund
shares.
(f) State the percentage that the aggregate annual charges and deductions
for maintenance and other expenses of the trust, bear to the dividend
and interest income from the trust property during the period covered
by the financial statements filed herewith.
Not Applicable.
14. Describe the procedure with respect to applications (if any), and the
issuance and authentication of the trust's securities, and state the
substance of the provisions of any indenture or agreement pertaining
thereto.
A person desiring to purchase a Policy must complete an application on a
form provided by ITT Hartford, and, if the applicant meets the prescribed
underwriting standards, a Policy will be issued. Within limits, an
applicant may choose the initial Face Amount. A Policy generally will be
issued only on the lives of Insureds between the ages of 20 and 80 who
supply evidence of insurability satisfactory to ITT Hartford.
15. Describe the procedure with respect to the receipt of payments from
purchasers of the trust's securities and the handling of the proceeds
thereof, and state the substance of the provisions of any indenture or
agreement pertaining thereto.
ITT Hartford will allocate the initial premium to the HVA Money Market Fund
Sub-Account. At a later date, the values in the HVA Money Market
Sub-Account will be allocated to one or more of the Sub-Accounts as
specified in the Policy Owner's application. This later date is the latest
of 45 days after the application is signed, ten days after ITT Hartford
mails or personally delivers a Notice of Withdrawal Right, ten days after
ITT Hartford receives the premium and the date ITT Hartford receives the
final requirement to put the Policy in force. Thereafter, the account
value in the HVA Money Market Fund Sub-Account and any subsequent premium
paid will be allocated among the Sub-Accounts as the Policy Owner has
directed. Such Sub-Accounts are made up of shares in the Funds. The net
investment results of each Sub-Account vary with the investment experience
of the Fund shares which are the underlying investments of the Sub-Account.
16. Describe the procedure with respect to the acquisition of underlying
securities and the disposition thereof, and state the substance of the
provisions of any indenture or agreement pertaining thereto.
ITT Hartford will allocate the entire premium to the HVA Money Market Fund
Sub-Account. ITT Hartford will apply the account value from the HVA Money
Market Fund Sub-Account
-17-
<PAGE>
to the purchase of Fund shares at their net asset value determined as of
the next Valuation Day at the expiration of the period described in Item 15
above. Redemption of Fund shares may be ordered by ITT Hartford to permit
the payment of benefits or amounts in connection with requests for
surrender or for other purposes contemplated by the Policy.
17. (a) Describe the procedure with respect to withdrawal or redemption by
security holders.
Any surrender by a Policy Owner may be made by communication in
writing to ITT Hartford. One partial withdrawal is allowed each
Policy Year. The minimum partial withdrawal allowed is $500.00. The
maximum partial withdrawal is the Cash Surrender Value, less
$1,000.00.
(b) Furnish the names of any persons who may redeem or repurchase, or are
required to redeem or repurchase, the trust's securities or underlying
securities from security holders, and the substance of the provisions
of any indenture or agreement pertaining thereto.
ITT Hartford is required to honor withdrawal requests as described in
Items 10(c) and 17(a). With respect to the Separate Account's
underlying securities, the Funds are required to redeem their shares
at net asset value and to make payment therefor within seven (7) days.
(c) Indicate whether repurchased or redeemed securities will be cancelled
or may be resold.
When cash values are surrendered that portion is cancelled.
18. (a) Describe the procedure with respect to the receipt, custody and
disposition of the income and other distributable funds of the trust
and state the substance of the provisions of any indenture or
agreement pertaining thereto.
All income and other distributable funds of the Separate Account are
reinvested in Fund shares and are added to the assets of the Separate
Account.
(b) Describe the procedure, if any, with respect to the reinvestment of
distributions to security holders and state the substance of the
provisions of any indenture or agreement pertaining thereto.
Not Applicable.
(c) If any reserves or special funds are created out of income or
principal, state with respect to each such reserve or fund the purpose
and ultimate disposition thereof, and describe the manner of handling
the same.
There are no reserves currently established in the Separate Account.
-18-
<PAGE>
(d) Submit a schedule showing the periodic and special distributions which
have been made to security holders during the three (3) years covered
by the financial statements filed herewith. State for each such
distribution the aggregate amount and amount per share. If
distributions from sources other than current income have been made,
identify each such other source and indicate whether such distribution
represents the return of principal payments to security holders. If
payments other than cash were made, describe the nature thereof, the
account charged and the basis of determining the amount of such
charge.
No distributions have been made.
19. Describe the procedure with respect to keeping of records and accounts of
the trust, the making of reports and the furnishing of information to
security holders, and the substance of the provisions of any indenture or
agreement pertaining thereto.
ITT Hartford will undertake all administration with respect to the Policies
and the Separate Account including making and maintaining all records
relating to Policy Owner accounts and providing reports to Policy Owners.
20. State the substance of the provisions of any indenture or agreement
concerning the trust with respect to the following:
(a) Amendments to such indenture or agreement.
See Item 10(g)(3) above.
(b) The extension or termination of such indenture or agreement.
Not Applicable.
(c) The removal or resignation of the trustee or custodian, or the failure
of the trustee or custodian to perform its duties, obligations and
functions.
ITT Hartford performs all functions customarily performed by a
custodian or trustee. The Separate Account shall continue until the
Separate Account's assets have been completely distributed or
liquidated and the proceeds of the liquidation distributed by ITT
Hartford to Policy Owners.
(d) The appointment of a successor trustee and the procedure if a
successor trustee is not appointed.
Not Applicable.
-19-
<PAGE>
(e) The removal or resignation of the depositor, or the failure of the
depositor to perform its duties, obligations, and functions.
See Item 20(c).
(f) The appointment of a successor depositor and the procedure if a
successor depositor is not appointed.
See Item 20(c).
21. (a) State the substance of the provisions of any indenture or agreement
with respect to loans to security holders.
A Policy Owner may obtain a cash loan from ITT Hartford. The total
indebtedness at the time of the new loan (including the accrued
interest on prior loans plus the currently applied for loan) may not
exceed 90% of the Account Value.
(b) Furnish a brief description of any procedure or arrangement by which
loans are made available to security holders by the depositor,
principal underwriter, trustee or custodian, or any affiliated person
of the foregoing.
A Policy Owner may obtain a cash loan from ITT Hartford. The total
indebtedness at the time of the new loan (including the accrued
interest on prior loans plus the currently applied for loan) may not
exceed 90% of the Account Value.
The amount of the loan will be transferred on a pro rata basis from
each of the Sub-Accounts attributable to the Policy (unless the Policy
Owner specifies otherwise) to a loan account. The amounts allocated
to the Loan Account will bear interest at the policy loan rate minus
2% per annum during the first ten policy years and minus 1% during
Policy Years 11 and beyond. If, after the tenth policy year, the
Account Value exceeds the total of all premiums paid since issue, the
Policy Owner may obtain a loan for that amount ("Preferred Loan").
The amount of the Loan Account which equals a Preferred Loan will be
credited with an interest rate equal to the Policy Loan Rate.
(c) If such loans are made, furnish the aggregate amount of loans
outstanding at the end of the last fiscal year, the amount of interest
collected during the last fiscal year allocated to the depositor,
principal underwriter, trustee or custodian or affiliated person of
the foregoing and the aggregate amount of loans in default at the end
of the last fiscal year covered by financial statements filed
herewith.
Not Applicable.
-20-
<PAGE>
22. State the substance of the provisions of any indenture or agreement with
respect to limitations on the liabilities of the depositor, trustee or
custodian, or any other party to such indenture or agreement.
There is no such provision or agreement.
23. Describe any bonding arrangement for officers, directors, partners or
employees of the depositor or principal underwriter of the trust, including
the amount of coverage and the type of bond.
A blanket fidelity bond has been issued by Aetna Casualty and Surety
Company in the aggregate of $50,000,000 covering the officers, directors
and employees of ITT Hartford and affiliated companies.
24. State the substance of any other material provisions of any indenture or
agreement concerning the trust or its securities and a description of any
other material functions or duties of the depositor, trustee, or custodian
not stated on Item 10 or Items 14 to 23, inclusive.
The Policy may be assigned as collateral for a loan or other obligation.
The Policy Owner may change the Beneficiary (unless irrevocably named)
during the lifetime of the Insureds by written request to ITT Hartford.
III. ORGANIZATION, PERSONNEL AND AFFILIATED PERSONS OF DEPOSITOR
ORGANIZATION AND OPERATIONS OF DEPOSITOR
25. State the form or organization of the depositor of the trust, the name of
the state or other sovereign power under the laws of which the depositor
was organized and the date of organization.
ITT Hartford was incorporated in Wisconsin as a stock life insurance
company.
26. (a) Furnish the following information with respect to all fees received by
the depositor of the trust in connection with the exercise of any
functions or duties concerning securities of the trust during the
period covered by the financial statements filed herewith.
Not Applicable.
(b) Furnish the following information with respect to any fee or any
participation in fees received by the depositor from any underlying
investment company or any affiliated person or investment adviser of
such company.
-21-
<PAGE>
See Item 13(a).
27. Describe the general character of the business engaged in by the depositor
including a statement as to any business other than that of depositor of
the trust. If the depositor acts or has acted in any capacity with respect
to any investment company or companies other than the trust, state the name
or names of such company or companies, their relationship, if any, to the
trust, and the nature of the depositor's activities therewith. If the
depositor has ceased to act in such named capacity, state the date of the
circumstances surrounding such cessation.
ITT Hartford conducts a life insurance business.
OFFICIALS AND AFFILIATED PERSONS OF DEPOSITOR
28. (a) Furnish as at latest practical date the following information with
respect to the depositor of the trust, with respect to each officer,
director, or partner of the depositor, and with respect to each
natural person directly or indirectly owning, controlling or holding
with power to vote 5% or more of the outstanding voting securities of
the depositor.
(1) Officers and directors names - see table below.
The address for all officers and directors is:
P.O. Box 2999
Hartford, CT 06104
(2) Relationship - See table below.
(3) No officer or director owns 5% or more of the outstanding voting
securities of the depositor.
(4) Ownership of Trust
Not Applicable.
(5) Positions of officers and directors with other companies - see table
below.
(6) ITT Hartford is a stock life insurance company ultimately 100% owned
by Hartford Fire Insurance Company. Hartford Fire Insurance Company
is a subsidiary of ITT Corporation.
(b) Furnish a brief statement of the business experience during the last
five (5) years of each officer, director or partner of the depositor.
-22-
<PAGE>
The following are the officers and directors of ITT Hartford:
<TABLE>
<CAPTION>
OTHER BUSINESS
PROFESSION, VOCATION
OR EMPLOYMENT FOR
POSITION WITH IHLA, PAST 5 YEARS; OTHER
NAME, AGE YEAR OF ELECTION DIRECTORSHIPS
--------- -------------------- --------------------------------
<S> <C> <C>
Andrew, Joan M. Vice President, 1992 Vice President and Director, NSC
38 Operations, IHLA (1992-Present)
Boldischar,Jr., Paul J. Senior Vice President, Senior Vice President, IHLA
54 1988 (1976-Present)
Condon, Jr., Francis I. Vice President, 1993 Vice President,Director of Sales,
49 IHLA (1993-Present); Anderson
Insurance Agency, Inc., President (1993)
Cummins, Peter W. Vice President, 1993 Vice President, Individual Annuity
58 Operations, Hartford Life Insurance
Company, (1989-Present)
deRaismes, Ann W. Vice President, 1994 Vice President, (1994); Assistant
44 Vice President, (1992-1994);
Director of Human Resources, (1991-
Present); Assistant Director of Human
Resources, (1987-1991), Hartford
Life Insurance Company
Dooley, James R. Vice President, 1977 Vice President, Director Information
59 Services, ILHA (1973-Present)
Gareau, Joseph H. Executive Vice President Executive Vice President and Chief
48 and Chief Investment Investment
Officer, IHLA Officer, 1993
(1993-Present)
-23-
<PAGE>
Gardner, Bruce D. General Counsel, 1991 General Counsel, Corporate
44 Secretary and Corporate Secretary
(1991-Present) Corporate Secretary
(1988-Present); Associate General
Counsel (1988-1991); Counsel
(1986-1988) Hartford Life Insurance
Company
Gillette, Donald J. Vice President, 1993 Vice President, Director of
50 Marketing, IHLA (1991-Present);
MSI Insurance (1986-1991).
Grady, Lois W. Vice President, 1993 Vice President, Hartford
50 Insurance Company (1993-Present);
Assistant Vice President (1988-1993).
Hall, David A. Senior Vice President Senior Vice President and Actuary of
41 and Actuary, 1993 Hartford Insurance Company
(1993-Present).
Kanarek, Joseph Vice President, 1994 Vice President, (1991-Present);
47 Director (1992-Present), Hartford
Life Insurance Company.
Kohlhof, LaVern L. Vice President and Vice President and Secretary, IHLA
65 Secretary, 1980 (1976-Present).
Marra, Thomas M. Senior Vice President Senior Vice President, 1994; Vice
37 and Actuary, 1994 President (1989-1994); Director
of Individual Annuities, 1991;
Assistant Vice President (1989)
Hartford Life Insurance Companies.
Masica, James G. Vice President and Vice President and Chief Actuary,
52 IHLA Chief Actuary, 1993
(1983-Present).
Matthiesen, Steven L. Vice President, 1984 Vice President, Director of New
50 Business (1984-Present); Vice
President, ITT Life Insurance Corp.
(1981-1984).
-24-
<PAGE>
Schrandt, David T. Vice President, Treasurer Vice President, Treasurer and
48 Controller, and Controller, 1987
IHLA (1987-Present).
Smith, Lowndes A. President and Chief President and Chief Executive
55 Executive Officer, 1993 Officer IHLA, (1993-Present);
President and Chief Operating
Officer, Hartford Life Insurance
Company (1989-Present); Senior Vice
President and Group Controller
of Hartford Insurance Group;
Vice President and Group Controller
of Hartford Insurance Group
(1980-1987).
Zlatkus, Lizabeth H. Vice President, 1994 Vice President, Director Business
36 Operations, 1994; Assistant Vice
President, Director Executive Operations
(1992-1994); Executive Staff Assistant
to President (1990-1992).
Znamierowski, Donald J. Vice President, 1993 Vice President, Director of Strategic
60 Operations, 1994; Vice President and
Comptroller (1986-1994); Assistant
Vice President and Comptroller,
Hartford Life Insurance Company (1976-1986).
</TABLE>
29. Furnish at latest practicable date the following information with respect
to each Company which directly or indirectly owns, controls or holds with
power to vote five (5%) or more of the outstanding voting securities of the
depositor.
ITT Hartford is 100% owned by Hartford Life Insurance Company, which is
100% owned by Hartford Life and Accident Insurance Company which is 100%
owned by Hartford Fire Insurance Company which is a subsidiary of ITT
Corporation.
CONTROLLING PERSONS
30. Furnish as at latest practicable date the following information with
respect to any person, other than those covered by Item 28, 29 and 42, who
directly or indirectly controls the depositor.
-25-
<PAGE>
None.
COMPENSATION OF OFFICERS OF DEPOSITOR
31. Furnish the following information with respect to the remuneration for
services paid by the depositor during the last fiscal year covered by
financial statements filed herewith:
(a) directly to each of the officers or partners of the depositor directly
receiving the three highest amounts of remuneration:
Not applicable, as of the date hereof the Separate Account had not yet
commenced operations.
(b) directly to all officers or partners of the depositor as a group
exclusive of persons whose remuneration is included under Item 31(a),
stating separately the aggregate amount paid by the depositor itself
and the aggregate amount paid by all the subsidiaries:
Not applicable, as of the date hereof the Separate Account had not yet
commenced operations.
(c) indirectly or through subsidiaries to each of the officers or partners
of the depositor:
Not applicable, as of the date hereof the Separate Account had not yet
commenced operations.
COMPENSATION OF DIRECTORS OF DEPOSITOR
32. Furnish the following information with respect to the remuneration for
services, exclusive of remuneration reported under Item 31, paid by the
depositor during the last fiscal year covered by financial statements filed
herewith:
(a) the aggregate direct remuneration to directors:
Not applicable, see Item 31.
(b) indirectly, or through subsidiaries, to directors:
Not applicable, see Item 31.
COMPENSATION TO EMPLOYEES
33. (a) Furnish the following information with respect to the aggregate amount
of remuneration for services of all employees of the depositor
(exclusive of persons whose remuneration
-26-
<PAGE>
is reported in Items 31 and 32) who received remuneration in excess of
$10,000 during the last fiscal year covered by financial statements
filed herewith from the depositor and any of its subsidiaries.
Not applicable, see Item 31.
(b) Furnish the following information with respect to the remuneration for
services paid directly during the last fiscal year covered by
financial statements filed herewith to the following classes of
persons (exclusive of those persons covered by Item 33(a)): (1) sales
manager, branch managers, district managers and other persons
supervising the sale of registrant's securities; (2) salesmen, sales
agents, canvassers and other persons making solicitations but not in
supervisory capacity; (3) administrative and clerical employees; and
(4) others (specify). If a person is employed in more than one
capacity, classify according to predominant type of work.
Not applicable, see Item 31.
COMPENSATION TO OTHER PERSONS
34. Furnish the following information with respect to the aggregate amount of
compensation for services paid any persons (exclusive of persons whose
remuneration is reported in Item 31, 32 and 33), whose aggregate
compensation in connection with services rendered with respect to the trust
in all capacities exceeded $10,000 during the last fiscal year covered by
financial statements filed herewith from the depositor and any of its
subsidiaries.
Not applicable, see Item 31.
IV. DISTRIBUTION AND REDEMPTION OF SECURITIES
DISTRIBUTION OF SECURITIES
35. Furnish the names of the states in which sales of the trust's securities
(A) are currently being made, (B) are presently proposed to be made, and
(C) have been discontinued, indicating by appropriate letter the status
with respect to each state.
No sales of the Policies have been made or are currently being made. It is
presently proposed to sell the Policies in the states where ITT Hartford is
licensed to do business.
36. If sales of the trust's securities have at any time since January 1, 1936
been suspended for more than a month describe briefly the reasons for such
suspension.
Not Applicable.
- 27 -
<PAGE>
37. (a) Furnish the following information with respect to each instance where
subsequent to January 1, 1937 any Federal or state governmental
officer, agency or regulatory body denied authority to distribute
securities of the trust, excluding a denial which was merely a
procedural step prior to any determination by such officer, etc. and
which denial was subsequently rescinded.
(1) Name of officer, agency or body.
(2) Date of denial.
(3) Brief statement of reasons given for denial.
Not Applicable.
(b) Furnish the following information with regard to each instance where,
subsequent to January 1, 1937 the authority to distribute securities
of the trust has been revoked by any Federal or state governmental
officer, agency or regulatory body.
(1) Name of officer, agency or body.
(2) Date of revocation.
(3) Brief statement of reason given for revocation.
Not Applicable
38. (a) Furnish a general description of the method of distribution of
securities of the trust.
ITT Hartford intends to sell the Policies in all jurisdictions where
it is licensed to do business. The Policies will be sold by life
insurance sales representatives who represent ITT Hartford and who are
registered representatives of Hartford Equity Sales Company, Inc.
("HESCO"), or certain other registered broker-dealers. Any sales
representative or employee will have been qualified to sell variable
life insurance policies under applicable Federal and state laws. Each
broker-dealer is registered with the Securities and Exchange
Commission under the Securities Exchange Act of 1934 and all are
members of the National Association of Securities Dealers, Inc. HESCO
is the principal underwriter for the Policies.
(b) State the substance of any current selling agreement between each
principal underwriter and the trust or the depositor, including a
statement as to the inception and termination dates of the agreement,
any renewal and termination provisions, and any assignment provisions.
-28-
<PAGE>
ITT Hartford intends to execute an agreement between Hartford Equity
Sales Company, Inc. and ITT Hartford whereby the underwriter will
distribute the Policies. The agreement will be effective on the date
executed and will continue in effect for a period of two years from
that date. The agreement, unless sooner terminated, shall continue in
effect from year to year provided that its continuance is specifically
approved annually by a vote of a majority of the Board of Directors.
The agreement may also be terminated by either party upon sixty (60)
days notice, and shall immediately terminate in the event of its
assignment.
(c) State the substance of any current agreements or arrangements of each
principal underwriter with dealers, agents, salesmen, etc., with
respect to commissions and overriding commissions, territories,
franchises, qualifications and revocations. If the trust is the
issuer of periodic payment plan certificates, furnish schedules of
commissions and the bases thereof. In lieu of a statement concerning
schedules of commissions, such schedules of commissions may be filed
as Exhibit A(3)(c).
See Exhibit A(3)(c).
INFORMATION CONCERNING PRINCIPAL UNDERWRITER
39. (a) State the form of organization of each principal underwriter of
securities of the trust, the name of the state or other sovereign
power under the laws of which each underwriter was organized and the
date of organization.
The Principal Underwriter is a corporation organized under the laws of
the state of Connecticut on July 3, 1973.
(b) State whether any principal underwriter currently distributing
securities of the trust is a member of the National Association of
Securities Dealers, Inc.
No Policies are currently being distributed. Principal Underwriter is
a member of the National Association of Securities Dealers, Inc.
40. (a) Furnish the following information with respect to all fees received by
each principal underwriter of the trust from the sale of securities of
the trust and any other functions in connection therewith exercised by
such underwriter in such capacity or otherwise during the period
covered by the financial statements filed herewith.
Not Applicable.
(b) Furnish the following information with respect to any fee or any
participation in fees received by each principal underwriter from any
underlying investment company or any affiliated person or investment
adviser of such company:
-29-
<PAGE>
(1) The nature of such fee or participation.
(2) The name of the person making payment.
(3) The nature of the services rendered in consideration for such fee
or participation.
(4) The aggregate amount received during the last fiscal year covered
by the financial statements filed herewith.
Not Applicable.
41. (a) Describe the general character of the business engaged in by each
principal underwriter, including a statement as to any business other
than the distribution of securities of the trust. If a principal
underwriter acts or has acted in any capacity with respect to any
investment company or companies, other than the trust, state the name
or names of such company or companies, their relationship, if any, to
the trust and the nature of such activities. If a principal
underwriter has ceased to act in such named capacity, state the date
of and the circumstances surrounding such cessation.
The principal underwriter is registered as a broker-dealer with the
NASD and acts as the principal underwriter for HVA Money Market Fund,
Inc. and for various Separate Accounts of ITT Hartford and affiliates.
(b) Furnish as at latest practicable date the address of each branch
office of each principal underwriter currently selling securities of
the trust and furnish the names and residence address of the person in
charge of such office.
Not Applicable.
(c) Furnish the number of individual salesmen of each principal
underwriter through whom any of the securities of the trust were
distributed for the last fiscal year of the trust covered by the
financial statements filed herewith and furnish the aggregate amount
of compensation received by such salesmen in such year.
Not Applicable.
42. Furnish as at latest practicable date the following information with
respect to each principal underwriter currently distributing securities of
the trust and with respect to each of the officers, directors or partners
of such underwriter.
Not Applicable.
-30-
<PAGE>
43. Furnish, for the last fiscal year covered by the financial statements filed
herewith, the amount of brokerage commissions received by any principal
underwriter who is a member of a national securities exchange and who is
currently distributing the securities of the trust or effecting
transactions for the trust in the portfolio securities of the trust.
Not Applicable.
44. (a) Furnish the following information with respect to the method of
valuation used by the trust for purpose of determining the offering
price to the public of securities issued by the trust or the valuation
of shares or interests in the underlying securities acquired by the
holder of a periodic payment plan certificate:
Premiums to be allocated to the Separate Account will be invested at
net asset value in any of the Funds in accordance with the selection
made by the Policy Owner. Allocations are then made among the
sub-accounts of the Separate Account.
The Account Value will fluctuate in accordance with the investment
results of the Sub-Accounts. The Account Value on any Valuation Day
is calculated by multiplying the number of Accumulation Units credited
to the Policy in each Sub-Account as of the Valuation Day by the then
Accumulation Unit Value of that Sub-Account and then summing the
result for all the Sub-Accounts credited to the Policy and the value
of the Loan Accounts.
(b) Furnish a specimen schedule showing the components of the offering
price of the trust's securities as at the latest practicable date.
No Policies have been offered for sale to the public.
(c) If there is any variation in the offering price of the trust's
securities to any person or classes of person other than underwriters,
state the nature and amount of such variation and indicate the person
or classes of persons to whom such offering is made.
The Policy Owner can choose a Planned Premium, within a range
determined by ITT Hartford based on the Face Amount and each Insured's
sex (except where unisex rates apply), Issue Age and risk
classification.
45. Furnish the following information with respect to any suspension of the
redemption rights of the securities issued by the trust during the three
fiscal years covered by the financial statement filed herewith:
(a) by whose action redemption rights were suspended.
-31-
<PAGE>
(b) the number of days' notice given to security holders prior to
suspension of redemption rights.
(c) reason for suspension.
(d) period during which suspension was in effect.
Not Applicable.
REDEMPTION VALUATION OF SECURITIES OF THE TRUST
46. (a) Furnish the following information with respect to the method of
determining the redemption or withdrawal valuation of securities
issued by the trust:
(1) The sources of quotations used to determine the value of
portfolio securities.
Provided by the custodian for the Fund and will be used to value
Accumulation Units issued with respect to each of the respective
Sub-Accounts of the Separate Account.
(2) Whether opening, closing, bid, asked or any other price is used.
Net Asset Value is used.
(3) Whether price is as of the day of sale or as of any other time.
As of the next Valuation Day.
(4) A brief description of the methods used by registrant for
determining other assets and liabilities including accrual for
expenses and taxes (including taxes on unrealized appreciation).
See Items 13(d), 17(a) and 18(c).
(5) Other items which registrant deducts from the net asset value in
computing redemption value of its securities.
See above.
(6) Whether adjustments are made for fractions.
Not Applicable.
-32-
<PAGE>
(b) Furnish a specimen schedule showing the components of the redemption
price to the holders of the trust's securities as at the latest
practicable date.
As of the date hereof, no Policies have been offered for sale.
PURCHASE AND SALE OF INTERESTS IN UNDERLYING SECURITIES FROM AND TO SECURITY
HOLDERS
47. Furnish a statement as to the procedure with respect to the maintenance of
a position in the underlying securities or interests in the underlying
securities, the extent and nature thereof and the person who maintains such
a position. Include a description of the procedure with respect to the
purchase of underlying securities or interests in the underlying securities
from security holders who exercise redemption or withdrawal rights and the
sale of such underlying securities and interests in the underlying
securities to other security holders. State whether the method of
valuation of such underlying securities or interest in underlying
securities differs from that set forth in Items 44 and 46. If any item of
expenditure included in the determination of the valuation is not or may
not actually be incurred or expended, explain the nature of such item and
who may benefit from the transaction.
No person maintains a position in the underlying securities held in the
Separate Account. Any of the Fund shares tendered for redemption will be
redeemed at their per share net asset value. Reference is made to Item 46
for a description of the redemption procedure. Redeemed Fund shares are
cancelled and may not be reissued. The method of valuation of such
underlying securities does not differ from that set forth in Items 44 and
46.
V. INFORMATION CONCERNING THE TRUSTEE OR CUSTODIAN
48. Furnish the following information as to each trustee or custodian of the
trust:
(a) Name and principal business address.
ITT Hartford will perform all functions normally performed by a
custodian. Its address is:
ITT Hartford Life and Annuity Insurance Company
P.O. Box 2999
Hartford, Connecticut 06104
(b) Form of organization.
ITT Hartford is a corporation.
(c) State or other sovereign power under the laws of which the trustee or
custodian was organized.
-33-
<PAGE>
ITT Hartford Life and Annuity Insurance Company was incorporated under
the laws of Wisconsin.
(d) Name of governmental supervising or examining authority.
ITT Hartford as an insurance company is subject to regulation by the
Wisconsin Insurance Department.
49. State the basis for payment of fees or expenses of the trustee or custodian
for services rendered with respect to the trust and its securities, and the
aggregate amount thereof for the last fiscal year. Indicate the person
paying such fees or expenses. If any fees or expenses are prepaid, state
the unearned amounts.
Not Applicable.
50. State whether the trustee or custodian or any other person has or may
create a lien on the assets of the trust, and if so, give full particulars
outlining the substance of the provisions of any indenture or agreement
with respect thereto.
Neither ITT Hartford nor any other person may create a lien on the assets
of the registrant Separate Account.
VI. INFORMATION CONCERNING INSURANCE OF HOLDERS OF SECURITIES
51. Furnish the following information with respect to insurance of holders of
securities:
(a) The name and address of the insurance company.
ITT Hartford Life and Annuity Insurance Company
P.O. Box 2999
Hartford, CT 06104
(b) The types of policies and whether individual or group policies.
The Policies are last survivor flexible premium variable life
insurance policies and are issued on an individual basis.
(c) The types of risks insured and excluded.
The benefit is described in Item 13(a). No other benefits are
provided through the Separate Account.
-34-
<PAGE>
(d) The coverage of policies.
See paragraph (c) of this item.
(e) The beneficiaries of such policies and the uses to which the proceeds
of policies must be put.
The recipient of the benefits of the insurance undertakings described
in Item 51(c) is the Beneficiary. There is no limitation on the use
of the proceeds.
(f) The terms and manner of cancellation and of reinstatement.
The insurance undertakings described in Item 51(c) are integral parts
of the Policy and may not be terminated while the Policy remains in
effect.
(g) The method of determining the amount of premiums to be paid by holders
of securities.
See Item 13(a) for the information on the amount and method of
assessing the charges for the insurance undertakings described in Item
51(b).
(h) The amount of aggregate premiums paid to the insurance company during
the last fiscal year.
Not Applicable.
(i) Whether any person other than the insurance company receives any part
of such premiums, the name of each person and the amount involved, and
the nature of the services rendered therefor.
No person other than ITT Hartford receives the amounts deducted for:
(1) cost of insurance; (2) administration and other expenses; (3)
state premium tax and federal taxes; and (4) mortality and expense
risks.
ITT Hartford may reinsure all or a portion of the risk and would pay a
reinsurance premium for such reinsurance.
(j) The substance of any other material provisions of any indenture or
agreement of the trust relating to insurance.
Not Applicable.
-35-
<PAGE>
VII. POLICY OF REGISTRANT
52. (a) Furnish the substance of the provisions of any indenture or agreement
with respect to the conditions upon which and the method of selection
by which particular portfolio securities must or may be eliminated
from the assets of the trust or must or may be replaced by other
portfolio securities. If an investment adviser or other person is to
be employed in connection with such selection, elimination or
substitution, state the name of such person, the nature of any
affiliation to the depositor, trustee or custodian, and any principal
underwriter, and the amount of remuneration to be received for such
services. If any particular person is not designated in the indenture
or agreement, describe briefly the method of selection of such person.
ITT Hartford may not substitute another security for the underlying
securities of the trust without notice to and consent by Policy Owners
and unless the Securities and Exchange Commission shall have approved
such substitution.
(b) Furnish information with respect to each transaction involving the
elimination of any underlying security during the period covered by
the financial statements filed herewith.
Not Applicable.
(c) Describe the policy of the trust with respect to the substitution and
elimination of the underlying securities of the trust with respect to:
(1) the grounds for elimination and substitution;
Shares of another Fund may be substituted for those of any of the
current Funds if shares of any of these Funds are no longer
available for investment, or if, in the judgment of ITT
Hartford's management, further investment in shares of any Fund
should become inappropriate in view of the purposes of the
Policies.
(2) the type of securities which may be substituted for any
underlying security;
Shares of another Fund.
(3) whether the acquisition of such substituted security or
securities would constitute the concentration of investment in a
particular industry or group of industries or would conform to a
policy of concentration of investment in a particular industry or
group of industries;
The method of substitution, as described in 52(a), would not
result in the concentration of investment in a particular
industry or group of industries or would conform to such a
policy.
-36-
<PAGE>
(4) whether such substituted securities may be the securities of
another investment company; and
See Item 52(a)
(5) The substance of the provisions of any indenture or agreement
which authorize or restrict the policy of the registrant in this
regard.
See Item 52(a).
(d) Furnish a description of any policy (exclusive of policies covered by
paragraphs (a) and (b) herein) of the trust which is deemed a matter
of fundamental policy and which is elected to be treated as such:
None.
REGULATED INVESTMENT COMPANY
53. (a) State the taxable status of the trust.
ITT Hartford is taxed as a life insurance company under the Code.
Since the Separate Account is not a separate entity from ITT Hartford
and its operations form a part of ITT Hartford, it will not be taxed
separately as a "regulated investment company" under Sub-chapter M of
the Code.
(b) State whether the trust qualified for the last taxable year as a
regulated investment company as defined in Section 851 of the Internal
Revenue Code of 1954, and state its present intention with respect to
such qualification during the current taxable year.
Not Applicable.
VIII. FINANCIAL AND STATISTICAL INFORMATION
54. If the trust is not the issuer of periodic payment plan certificates, a
transcript of a hypothetical account shall be filed in approximately the
following form on the basis of the certificate calling for the smallest
amount of payments. The schedule shall cover a certificate of the type
currently being sold assuming that such certificate had been sold at a date
approximately ten years prior to the date of registration or at the
approximate date of organization of the trust.
Not Applicable.
55. If the trust is the issuer of periodic payment plan certificates, a
transcript of a hypothetical account shall be filed in approximately the
following form on the basis of the certificate
-37-
<PAGE>
calling for the smallest amount of payments. The schedule shall cover a
certificate of the type currently being sold assuming that such certificate
of the type currently being sold at a date approximately ten years prior to
the date of registration or at the approximate date of organization of the
trust.
Not Applicable.
56. If the trust is the issuer of the periodic payment plan certificates,
furnish by years for the period covered by the financial statements filed
herewith in respect of certificates sold during such period, the following
information for each fully paid type and each installment payment type of
periodic payment plan certificate currently issued by the trust.
Not Applicable.
57. If the trust is the issuer of periodic payment certificates, furnish by
years for the period covered by the financial statements filed herewith the
following information for each installment payment type of periodic payment
plan certificate currently being issued by the trust.
Not Applicable.
58. If the trust is the issuer of periodic payment plan certificates, furnish
the following information for each installment payment type of periodic
payment plan certificates outstanding as at the latest practicable date.
Not Applicable.
59. Financial Statements:
FINANCIAL STATEMENTS OF THE TRUST
No financial statements are filed for the trust. It has not yet commenced
operations, has no assets or liabilities and has received no income nor
incurred any expense. Financial statements will be included in an Amended
Registration Statement listed on Form S-6 filed by the registrant pursuant
to the Securities Act of 1933.
FINANCIAL STATEMENT OF THE DEPOSITOR
The financial statements of ITT Hartford will be included in an Amended
Registration Statement on Form S-6 filed by the registrant pursuant to the
Securities Act of 1933.
-38-
<PAGE>
INDEX TO EXHIBITS
A. (1) through A(11) hereby incorporated by reference to Form S-6 filed with
the Commission on September 2, 1994.
B. (1) Not Applicable
(2) Not Applicable
C. Not Applicable
-39-
<PAGE>
SIGNATURE
Pursuant to the requirements of the Investment Company Act of 1940, the Sponsor
of the Registrant has caused this Registration Statement to be duly signed on
behalf of the Registrant in the City of Simsbury and State of Connecticut on the
____ day of March, 1995.
(Seal)
ITT Hartford Life and Annuity Insurance
Company - Separate Account VLII
(Registrant)
ITT Hartford Life and Annuity Insurance
Company
(Sponsor/Depositor)
Attest: /s/ Scott Richardson By: /s/ Lynda Godkin
--------------------------------- -------------------------
Scott Richardson Lynda Godkin
Attorney Assistant General Counsel
and Secretary
-42-
