-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Q4+RWmzBTlpD3QfJ8hdGydlpHw1kRqunHnM9TVfPKCd3j9aQEWpauOpc3yArv2FZ 1fwObZpFwmR0gcCLa9CsXA== /in/edgar/work/20000825/0000912057-00-039135/0000912057-00-039135.txt : 20000922 0000912057-00-039135.hdr.sgml : 20000922 ACCESSION NUMBER: 0000912057-00-039135 CONFORMED SUBMISSION TYPE: 485BPOS PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20000825 EFFECTIVENESS DATE: 20000825 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HARTFORD LIFE & ANNUITY INSURANCE CO SEPARATE ACCOUNT SEVEN CENTRAL INDEX KEY: 0001084147 STANDARD INDUSTRIAL CLASSIFICATION: [ ] IRS NUMBER: 391052598 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: SEC FILE NUMBER: 333-91921 FILM NUMBER: 709818 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: SEC FILE NUMBER: 811-09295 FILM NUMBER: 709819 BUSINESS ADDRESS: STREET 1: C/O HARTFORD LIFE & ANNUITY INSURANCE CO STREET 2: 200 HOPMEADOW ST CITY: SIMSBURY STATE: CT ZIP: 06089 BUSINESS PHONE: 8608433485 MAIL ADDRESS: STREET 1: C/O HARTFOR LIFE & ANNUITY INSURANCE CO STREET 2: 200 HOPMEADOW ST CITY: SIMSBURY STATE: CT ZIP: 06089 485BPOS 1 a485bpos.txt 485BPOS As filed with the Securities and Exchange Commission on August 25, 2000. File No. 333-91921 811-9295 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. 2 [X] ----- REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 Amendment No. 30 [X] ------- HARTFORD LIFE AND ANNUITY INSURANCE COMPANY SEPARATE ACCOUNT SEVEN (Exact Name of Registrant) HARTFORD LIFE AND ANNUITY 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 and Annuity Insurance Company P. O. Box 2999 Hartford, CT 06104-2999 (Name and Address of Agent for Service) It is proposed that this filing will become effective: X immediately upon filing pursuant to paragraph (b) of Rule 485 ----- on September 1, 2000 pursuant to paragraph (b) of Rule 485 ----- 60 days after filing pursuant to paragraph (a)(1) of Rule 485 ----- on _________, 2000 pursuant to paragraph (a)(1) of Rule 485 ----- this post-effective amendment designates a new effective date ----- for a previously filed post-effective amendment. Approximate Date of Proposed Public Offering: As soon as practicable after the effective date of the registration statement. PARTS A AND B The Prospectus and Statement of Additional Information (including all financial statements therein) are incorporated in Parts A and B, respectively, of this Post-Effective Amendment No. 2, by reference to Post-Effective Amendment No. 1 to the Registration Statement on Form N-4 (File No. 333-91927), as filed on April 10, 2000 and declared effective on May 1, 2000. A Supplement to the Prospectus, dated September 1, 2000 is included in Part A of this Post-Effective Amendment. PART A HARTFORD LEADERS PLUS SEPARATE ACCOUNT SEVEN HARTFORD LIFE AND ANNUITY INSURANCE COMPANY SUPPLEMENT DATED SEPTEMBER 1, 2000 TO THE PROSPECTUS DATED MAY 1, 2000 The following Sub-Accounts and underlying Funds will be added to the cover page of the prospectus: - - MFS MID CAP GROWTH SERIES SUB-ACCOUNT which purchases shares of MFS-Registered Trademark- Mid Cap Growth Series of the MFS-Registered Trademark- Variable Insurance Trust-SM- - - FRANKLIN TECHNOLOGY SECURITIES FUND SUB-ACCOUNT which purchases Class 2 shares of Franklin Technology Securities Fund of the Franklin Templeton Variable Insurance Products Trust The Annual Fund Operating Expenses table in the prospectus is replaced with the following: Annual Fund Operating Expenses As of the Fund's Year End (As a percentage of net assets)
TOTAL FUND OPERATING MANAGEMENT 12B-1 DISTRIBUTION OTHER EXPENSES INCLUDING FEES AND/OR SERVICING EXPENSES ANY INCLUDING ANY FEES INCLUDING INCLUDING ANY WAIVERS AND ANY WAIVERS WAIVERS REIMBURSEMENTS REIMBURSEMENTS - ------------------------------------------------------------------------------------------------------------------------- American Funds Asset Allocation Fund 0.43% 0.25% 0.01% 0.69% - ------------------------------------------------------------------------------------------------------------------------- American Funds Bond Fund 0.51% 0.25% 0.02% 0.78% - ------------------------------------------------------------------------------------------------------------------------- American Funds Global Growth Fund 0.68% 0.25% 0.03% 0.96% - ------------------------------------------------------------------------------------------------------------------------- American Funds Global Small Capitalization Fund 0.79% 0.25% 0.03% 1.07% - ------------------------------------------------------------------------------------------------------------------------- American Funds Growth Fund 0.38% 0.25% 0.01% 0.64% - ------------------------------------------------------------------------------------------------------------------------- American Funds Growth-Income Fund 0.34% 0.25% 0.01% 0.60% - ------------------------------------------------------------------------------------------------------------------------- American Funds International Fund 0.55% 0.25% 0.05% 0.85% - ------------------------------------------------------------------------------------------------------------------------- American Funds New World Fund (1) 0.89% 0.25% 0.06% 1.20% - ------------------------------------------------------------------------------------------------------------------------- Franklin Real Estate Fund -- Class 2 (2) (3) 0.56% 0.25% 0.02% 0.83% - ------------------------------------------------------------------------------------------------------------------------- Franklin Small Cap Fund -- Class 2 (2) (4) 0.55% 0.25% 0.27% 1.07% - ------------------------------------------------------------------------------------------------------------------------- Franklin Strategic Income Securities Fund -- Class 1 (5) 0.43% N/A 0.32% 0.75% - ------------------------------------------------------------------------------------------------------------------------- Franklin Technology Securities Fund -- Class 2 (6) 0.55% 0.25% 0.38% 1.18% - ------------------------------------------------------------------------------------------------------------------------- Hartford Money Market HLS Fund 0.45% N/A 0.02% 0.47% - ------------------------------------------------------------------------------------------------------------------------- MFS-Registered Trademark- Capital Opportunities Series (7) (8) 0.75% N/A 0.16% 0.91% - ------------------------------------------------------------------------------------------------------------------------- MFS-Registered Trademark- Emerging Growth Series (7) 0.75% N/A 0.09% 0.84% - ------------------------------------------------------------------------------------------------------------------------- MFS-Registered Trademark- Global Equity Series (7) (8) 1.00% N/A 0.21% 1.21% - ------------------------------------------------------------------------------------------------------------------------- MFS-Registered Trademark- Growth Series (7) (8) 0.75% N/A 0.16% 0.91% - ------------------------------------------------------------------------------------------------------------------------- MFS-Registered Trademark- Growth with Income Series (7) 0.75% N/A 0.13% 0.88% - ------------------------------------------------------------------------------------------------------------------------- MFS-Registered Trademark- High Income Series (7) (8) 0.75% N/A 0.16% 0.91% - ------------------------------------------------------------------------------------------------------------------------- MFS-Registered Trademark- Mid Cap Growth Series (8) 0.75% N/A 0.15% 0.90% - ------------------------------------------------------------------------------------------------------------------------- MFS-Registered Trademark- New Discovery Series (7) (8) 0.90% N/A 0.17% 1.07% - ------------------------------------------------------------------------------------------------------------------------- MFS-Registered Trademark- Total Return Series (7) 0.75% N/A 0.15% 0.90% - ------------------------------------------------------------------------------------------------------------------------- Mutual Shares Securities Fund -- Class 2 (2) (9) 0.60% 0.25% 0.19% 1.04% - ------------------------------------------------------------------------------------------------------------------------- Templeton Asset Strategy Fund (formerly Templeton Asset Allocation Fund) -- Class 2 (2) (10) 0.60% 0.25% 0.18% 1.03% - ------------------------------------------------------------------------------------------------------------------------- Templeton Developing Markets Securities Fund (formerly Templeton Developing Markets Equity Fund) -- Class 1 (11) 1.25% N/A 0.31% 1.56% - ------------------------------------------------------------------------------------------------------------------------- Templeton Growth Securities Fund (formerly Templeton Global Growth Fund) -- Class 2 (2) (12) 0.83% 0.25% 0.05% 1.13% - ------------------------------------------------------------------------------------------------------------------------- Templeton International Securities Fund (formerly Templeton International Fund) -- Class 2 (2) (13) 0.69% 0.25% 0.19% 1.13% - -------------------------------------------------------------------------------------------------------------------------
(1) These expenses are annualized. The Fund began operations on June 17, 1999. (2) The Fund's Class 2 distribution plan or "Rule 12b-1 Plan" is described in the Fund's prospectus. While the maximum amount payable under the Fund's Class 2 Rule 12b-1 Plan is 0.35% per year of the Fund's average daily net assets, the Board of Trustees of Franklin Templeton Variable Insurance Products Trust has set the current rate at 0.25% per year through at least April 30, 2001. (3) The fund administration fee is paid indirectly through the management fee. (4) On 2/8/00, a merger and reorganization was approved that combined the Franklin Small Cap Fund with a similar fund of the Templeton Variable Products Series Fund, effective 5/1/00. On 2/8/00, fund shareholders approved new management fees, which apply to the combined fund effective 5/1/00. The table shows restated total expenses based on the new fees and assets of the fund as of 12/31/99, and not the assets of the combined fund. However, if the table reflected both the new fees and the combined assets, the fund's expenses after 5/1/00 would be estimated as: Management Fees 0.55%, Distribution and Service Fees 0.25%, Other Expenses 0.27%, and Total Fund Operating Expenses 1.07%. (5) The management fees shown are based on the fund's maximum contractual amount. Other expenses are estimated. The manager and administrator have agreed in advance to waive or limit their respective fees and to assume as their own expense certain expenses otherwise payable by the fund so that Total Fund Operating Expenses do not exceed 0.75% of average net assets for the current fiscal year. After December 31, 2001, the manager and administrator may end this arrangement at any time. Without this reduction Total Fund Operating Expenses were:
TOTAL FUND OTHER OPERATING MANAGEMENT FEES 12B-1 FEES EXPENSES EXPENSES - ------------------------------------------------------------------------------------------------------------- Franklin Strategic Income Securities Fund 0.43% N/A 0.52% 0.95% - -------------------------------------------------------------------------------------------------------------
(6) The management fees shown are based on the fund's maximum contractual amount. Other expenses are estimated. The manager and administrator have agreed in advance to waive or limit their respective fees and to assume as their own expense certain expenses otherwise payable by the fund so that Total Fund Operating Expenses do not exceed 1.30% of average net assets, including Class 2's 12b-1 plan fee, for the current fiscal year. After December 31, 2001, the manager and administrator may end this arrangement at any time. (7) Each Series has an expense offset arrangement which reduces the series' custodian fee based upon the amount of cash maintained by the series with its custodian and dividend disbursing agent. Each series may enter into other such arrangements and directed brokerage arrangements, which would also have the effect of reducing the series' expenses. After these reductions, the Total Fund Operating Expenses would be:
TOTAL FUND OTHER OPERATING MANAGEMENT FEES 12B-1 FEES EXPENSES EXPENSES - ------------------------------------------------------------------------------------------------------------- MFS-Registered Trademark- Capital Opportunities Series 0.75% N/A 0.15% 0.90% - ------------------------------------------------------------------------------------------------------------- MFS-Registered Trademark- Emerging Growth Series 0.75% N/A 0.08% 0.83% - ------------------------------------------------------------------------------------------------------------- MFS-Registered Trademark- Global Equity Series 1.00% N/A 0.15% 1.15% - ------------------------------------------------------------------------------------------------------------- MFS-Registered Trademark- Growth Series 0.75% N/A 0.15% 0.90% - ------------------------------------------------------------------------------------------------------------- MFS-Registered Trademark- Growth with Income Series 0.75% N/A 0.12% 0.87% - ------------------------------------------------------------------------------------------------------------- MFS-Registered Trademark- High Income Series 0.75% N/A 0.15% 0.90% - ------------------------------------------------------------------------------------------------------------- MFS-Registered Trademark- New Discovery Series 0.90% N/A 0.15% 1.05% - ------------------------------------------------------------------------------------------------------------- MFS-Registered Trademark- Total Return Series 0.75% N/A 0.14% 0.89% - -------------------------------------------------------------------------------------------------------------
(8) MFS has contractually agreed, subject to reimbursement, to bear expenses for these series such that each such series' "Other Expenses" (after taking into account the expense offset arrangement described above), do not exceed 0.15% of the average daily net assets of the series during the current fiscal year. These contractual fee arrangements will continue until at least May 1, 2001, unless changed with the consent of the board of trustees which oversees the series. Without this waiver, "Total Fund Operating Expenses" would have been:
TOTAL FUND OTHER OPERATING MANAGEMENT FEES 12B-1 FEES EXPENSES EXPENSES - ------------------------------------------------------------------------------------------------------------- MFS-Registered Trademark- Capital Opportunities Series 0.75% N/A 0.27% 1.02% - ------------------------------------------------------------------------------------------------------------- MFS-Registered Trademark- Global Equity Series 1.00% N/A 3.39% 4.39% - ------------------------------------------------------------------------------------------------------------- MFS-Registered Trademark- Growth Series 0.75% N/A 0.71% 1.46% - ------------------------------------------------------------------------------------------------------------- MFS-Registered Trademark- High Income Series 0.75% N/A 0.22% 0.97% - ------------------------------------------------------------------------------------------------------------- MFS-Registered Trademark- Mid Cap Growth Series 0.75% N/A 0.46% 1.21% - ------------------------------------------------------------------------------------------------------------- MFS-Registered Trademark- New Discovery Series 0.90% N/A 1.59% 2.49% - -------------------------------------------------------------------------------------------------------------
(9) On 2/8/00, a merger and reorganization was approved that combined the Mutual Shares Securities Fund with a similar fund of Templeton Variable Products Series Fund, effective 5/1/00. The table shows total expenses based on the fund's assets as of 12/31/99, and not the assets of the combined fund. However, if the table reflected combined assets, the fund's expenses after 5/1/00 would be estimated as: Management Fees 0.60%, Distribution and Service Fees 0.25%, Other Expenses 0.19%, and Total Fund Operating Expenses 1.04%. (10) On 2/8/00, shareholders approved a merger and reorganization that combined the Templeton Asset Strategy Fund with the Templeton Global Asset Allocation Fund, effective 5/1/00. The shareholders of that fund had approved new management fees, which apply to the combined fund effective 5/1/00. The table shows restated total expenses based on the new fees and the assets of the fund as of 12/31/99, and not the assets of the combined fund. However, if the table reflected both the new fees and the combined assets, the fund's expenses after 5/1/00 would be estimated as: Management Fees 0.60%, Distribution and Service Fees 0.25%, Other Expenses 0.14%, and Total Fund Operating Expenses 0.99%. (11) On 2/8/00, shareholders approved a merger and reorganization that combined the Developing Markets Securities Fund with the Templeton Developing Markets Equity Fund, effective 5/1/00. The shareholders of that fund had approved new management fees, which apply to the combined fund effective 5/1/00. The table shows restated total expenses based on the new fees and the assets of the fund as of 12/31/99, and not the assets of the combined fund. However, if the table reflected both the new fees and the combined assets, the fund's expenses after 5/1/00 would be estimated as: Management Fees 1.25%, Other Expenses 0.29%, and Total Fund Operating Expenses 1.54%. (12) On 2/8/00, a merger and reorganization was approved that combined the Templeton Growth Securities Fund with a similar fund of Templeton Variable Products Series Fund, effective 5/1/00. The table shows total expenses based on the fund's assets as of 12/31/99, and not the assets of the combined fund. However, if the table reflected combined assets, the fund's expenses after 5/1/00 would be estimated as: Management Fees 0.80%, Distribution and Service Fees 0.25%, Other Expenses 0.05%, and Total Fund Operating Expenses 1.10%. (13) On 2/8/00, shareholders approved a merger and reorganization that combined the Templeton International Securities Fund with the Templeton International Equity Fund, effective 5/1/00. The shareholders of that fund had approved new management fees, which apply to the combined fund effective 5/1/00. The table shows restated total expenses based on the new fees and the assets of the fund as of 12/31/99, and not the assets of the combined fund. However, if the table reflected both the new fees and the combined assets, the fund's expenses after 5/1/00 would be estimated as: Management Fees 0.65%, Distribution and Service Fees 0.25%, Other Expenses 0.20%, and Total Fund Operating Expenses 1.10%. The following will be added to the end of the Example that assumes the Optional Death Benefit is NOT selected: EXAMPLE
If you Surrender your Contract at the If you annuitize your Contract at the If you do not Surrender your end of the applicable time period you end of the applicable time period you Contract, you would pay the would pay the following expenses on would pay the following expenses on following expenses on a $1,000 a $1,000 investment, assuming a 5% a $1,000 investment, assuming a 5% investment, assuming a 5% annual annual return on assets: annual return on assets: return on assets: SUB-ACCOUNT 1 YEAR 3 YEARS 5 YEARS 10 YEARS 1 YEAR 3 YEARS 5 YEARS 10 YEARS 1 YEAR 3 YEARS 5 YEARS 10 YEARS ----------------------------------------------------------------------------------------------------------------------------------- MFS Mid Cap Growth Series 104 165 N/A N/A 57 84 N/A N/A 28 85 N/A N/A ----------------------------------------------------------------------------------------------------------------------------------- Franklin Technology Securities Fund 107 173 N/A N/A 60 93 N/A N/A 31 93 N/A N/A -----------------------------------------------------------------------------------------------------------------------------------
The following will be added to the end of the Example that assumes the Optional Death Benefit is selected: EXAMPLE
If you Surrender your Contract at the If you annuitize your Contract at the If you do not Surrender your end of the applicable time period you end of the applicable time period you Contract, you would pay the would pay the following expenses on would pay the following expenses on following expenses on a $1,000 a $1,000 investment, assuming a 5% a $1,000 investment, assuming a 5% investment, assuming a 5% annual annual return on assets: annual return on assets: return on assets: SUB-ACCOUNT 1 YEAR 3 YEARS 5 YEARS 10 YEARS 1 YEAR 3 YEARS 5 YEARS 10 YEARS 1 YEAR 3 YEARS 5 YEARS 10 YEARS ----------------------------------------------------------------------------------------------------------------------------------- MFS Mid Cap Growth Series 105 169 N/A N/A 59 89 N/A N/A 29 89 N/A N/A ----------------------------------------------------------------------------------------------------------------------------------- Franklin Technology Securities Fund 108 178 N/A N/A 61 97 N/A N/A 32 98 N/A N/A -----------------------------------------------------------------------------------------------------------------------------------
The following is added to the "The Funds" section: MFS-Registered Trademark- Mid Cap Growth Series-SM- is a series of the MFS-Registered Trademark- Variable Insurance Trust-SM-MFS Investment Management serves as the investment manager. Franklin Technology Securities Fund is a series of the Franklin Templeton Variable Insurance Products Trust. Franklin Advisers, Inc. serves as the investment manager. The following are the investment goals: MFS-REGISTERED TRADEMARK- MID CAP GROWTH SERIES-SM- -- Seeks long-term growth of capital. FRANKLIN TECHNOLOGY SECURITIES FUND -- Seeks capital appreciation. HV-2685 333-91921 PART C OTHER INFORMATION Item 24. Financial Statements and Exhibits (a) All financial statements are incorporated by reference.(1) (b) (1) Resolution of the Board of Directors of Hartford Life and Annuity Insurance Company ("Hartford") authorizing the establishment of the Separate Account to be filed by Amendment.(2) (2) Not applicable. (3) (a) Principal Underwriter Agreement.(3) (3) (b) Form of Dealer Agreement.(3) (4) Form of Individual Flexible Premium Variable Annuity Contract.(4) (5) Form of Application.(5) (6) (a) Articles of Incorporation of Hartford.(4) (6) (b) Bylaws of Hartford.(2) (7) Not applicable. (8) Form of Participation Agreement. (9) Opinion and Consent of Lynda Godkin, Senior Vice President, General Counsel, and Corporate Secretary. (10) Consent of Arthur Andersen LLP, Independent Public Accountants. (11) No financial statements are omitted. - ----------------------------- (1) Incorporated by reference to Post-Effective Amendment No. 1 to the Registration Statement File No. 333-91921, filed on April 10, 2000 (2) Incorporated by reference to Post-Effective Amendment No. 2, to the Registration Statement File No. 33-73570, dated May 1, 1995. (3) Incorporated by reference to Post Effective Amendment No. 3, to the Registration Statement File No. 33-73570, dated April 29, 1996. (4) Incorporated by reference to Post Effective Amendment No. 19, to the Registration Statement File No. 33-73570, filed on April 14, 1997. (5) Incorporated by reference to Pre-Effective Amendment No. 2 to the Registration Statement File No. 333-91921, filed on February 22, 2000. (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 - -------------------------------------------------------------------------------- David A. Carlson Vice President - -------------------------------------------------------------------------------- Peter W. Cummins Senior Vice President - -------------------------------------------------------------------------------- Bruce W. Ferris Vice President - -------------------------------------------------------------------------------- Timothy M. Fitch Vice President & Actuary - -------------------------------------------------------------------------------- Mary Jane B. Fortin Vice President & Chief Accounting Officer - -------------------------------------------------------------------------------- David T. Foy Senior Vice President, Chief Financial Officer & Treasurer, Director* - -------------------------------------------------------------------------------- Lynda Godkin Senior Vice President, General Counsel and Corporate Secretary, - -------------------------------------------------------------------------------- Lois W. Grady Senior Vice President - -------------------------------------------------------------------------------- Stephen T. Joyce Senior Vice President - -------------------------------------------------------------------------------- Michael D. Keeler Vice President - -------------------------------------------------------------------------------- Robert A. Kerzner Senior Vice President - -------------------------------------------------------------------------------- Thomas M. Marra President, Director* - -------------------------------------------------------------------------------- Steven L. Matthiesen Vice President - -------------------------------------------------------------------------------- Craig R. Raymond Senior Vice President and Chief Actuary - -------------------------------------------------------------------------------- Lowndes A. Smith Chief Executive Officer, Director* - -------------------------------------------------------------------------------- David M. Znamierowski Senior Vice President & Chief Investment Officer, Director* - -------------------------------------------------------------------------------- Unless otherwise indicated, the principal business address of each of 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 July 31, 2000, there were 10,733 Contract Owners. Item 28. Indemnification Sections 33-770 to 33-778, inclusive, of the Connecticut General Statutes ("CGS") provide that a corporation may provide indemnification of or advance expenses to a director, officer, employee or agent. Reference is hereby made to Section 33-771(e) of CGS regarding indemnification of directors and Section 33-776(d) of CGS regarding indemnification of officers, employees and agents of Connecticut corporations. These statutes provide, in general, that Connecticut corporations incorporated prior to January 1, 1997 shall, except to the extent that their certificate of incorporation expressly provides otherwise, indemnify their directors, officers, employees and agents against "liability" (defined as the obligation to pay a judgment, settlement, penalty, fine, including an excise tax assessed with respect to an employee benefit plan, or reasonable expenses incurred with respect to a proceeding) when (1) a determination is made pursuant to Section 33-775 that the party seeking indemnification has met the standard of conduct set forth in Section 33-771 or (2) a court has determined that indemnification is appropriate pursuant to Section 33-774. Under Section 33-775, the determination of and the authorization for indemnification are made (a) by the disinterested directors, as defined in Section 33-770(3); (b) by special counsel; (c) by the shareholders; or (d) in the case of indemnification of an officer, agent or employee of the corporation, by the general counsel of the corporation or such other officer(s) as the board of directors may specify. Also, Section 33-772 provides that a corporation shall indemnify an individual who was wholly successful on the merits or otherwise against reasonable expenses incurred by him in connection with a proceeding to which he was a party because he was a director of the corporation. In the case of a proceeding by or in the right of the corporation or with respect to conduct for which the director, officer, agent or employee was adjudged liable on the basis that he received a financial benefit to which he was not entitled, indemnification is limited to reasonable expenses incurred in connection with the proceeding against the corporation to which the individual was named a party. Under the Depositor's bylaws, the Depositor must indemnify both directors and officers of the Depositor for (1) any claims and liabilities to which they become subject by reason of being or having been directors or officers of the Depositor and (2) legal and other expenses incurred in defending against such claims, in each case, to the extent such is consistent with statutory provisions. Section 33-777 of CGS specifically authorizes a corporation to procure indemnification insurance on behalf of an individual who was a director, officer, employer or agent of the corporation. Consistent with the statute, the directors and officers of the Depositor and Hartford Securities Distribution Company, Inc. ("HSD") are covered under a directors and officers liability insurance policy issued to The Hartford Financial Services Group, Inc. and its subsidiaries. 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) HSD acts as principal underwriter for the following investment companies: Hartford Life Insurance Company - Separate Account One Hartford Life Insurance Company - Separate Account Two Hartford Life Insurance Company - Separate Account Two (DC Variable Account I) Hartford Life Insurance Company - Separate Account Two (DC Variable Account II) Hartford Life Insurance Company - Separate Account Two (QP Variable Account) Hartford Life Insurance Company - Separate Account Two (Variable Account "A") Hartford Life Insurance Company - Separate Account Two (NQ Variable Account) Hartford Life Insurance Company - Putnam Capital Manager Trust Separate Account Hartford Life Insurance Company - Separate Account Three Hartford Life Insurance Company - Separate Account Five Hartford Life Insurance Company - Separate Account Seven Hartford Life and Annuity Insurance Company - Separate Account One Hartford Life and Annuity Insurance Company - Putnam Capital Manager Trust Separate Account Two Hartford Life and Annuity Insurance Company - Separate Account Three Hartford Life and Annuity Insurance Company - Separate Account Five Hartford Life and Annuity Insurance Company - Separate Account Six Hartford Life and Annuity Insurance Company - Separate Account Seven Hart Life Insurance Company - Separate Account One Hart Life Insurance Company - Separate Account Two American Maturity Life Insurance Company - Separate Account AMLVA Servus Life Insurance Company - Separate Account One Servus Life Insurance Company - Separate Account Two (b) Directors and Officers of HSD Positions and Offices Name With Underwriter ---------------- ----------------- David A. Carlson Vice President Peter W. Cummins Senior Vice President David T. Foy Director Lynda Godkin Senior Vice President, General Counsel and Corporate Secretary George R. Jay Controller Robert A. Kerzner Executive Vice President Thomas M. Marra Executive Vice President, Director Paul E. Olson Supervising Registered Principal Lowndes A. Smith President and Chief Executive Officer, Director Unless otherwise indicated, the principal business address of each of 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 Contract 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 Counsel 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. SIGNATURES As required by the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all the requirements for effectiveness of this Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this Registration Statement to be signed on its behalf, in the Town of Simsbury, and State of Connecticut on this 25th day of August, 2000. HARTFORD LIFE AND ANNUITY INSURANCE COMPANY - SEPARATE ACCOUNT SEVEN (Registrant) By: Thomas M. Marra *By: /s/ Thomas S. Clark ------------------------------------ -------------------------- Thomas M. Marra, President* Thomas S. Clark Attorney-in-Fact HARTFORD LIFE AND ANNUITY INSURANCE COMPANY (Depositor) *By: Thomas M. Marra ------------------------------------ Thomas M. Marra, President* Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons and in the capacity and on the date indicated. David T. Foy, Senior Vice President, Chief Financial Officer & Treasurer, Director* Lynda Godkin, Senior Vice President, General Counsel, and Corporate Secretary, *By: /s/ Thomas S. Clark Director* ------------------------ Thomas M. Marra, President, Director* Thomas S. Clark Lowndes A. Smith, Chief Executive Officer, Attorney-in-Fact Director* David M. Znamierowski, Senior Vice President & Dated: August 25, 2000 Chief Investment Officer, Director* EXHIBIT INDEX (8) Form of Participation Agreement. (9) Opinion and Consent of Lynda Godkin, Senior Vice President, General Counsel and Corporate Secretary. (10) Consent of Arthur Andersen LLP, Independent Public Accountants. (15) Power of Attorney. (16) Organizational Chart. EX-8 2 ex-8.txt EXHIBIT 8 FUND PARTICIPATION AGREEMENT Among [FUND], [DISTRIBUTOR], [ADVISER], And [HARTFORD LIFE INSURANCE COMPANY] TABLE OF CONTENTS
Page ARTICLE I. Fund Shares ARTICLE II. Representations and Warranties ARTICLE III. Prospectuses, Reports to Shareholders and Proxy Statements; Voting ARTICLE IV. Sales Material and Information ARTICLE V. Diversification ARTICLE VI. Potential Conflicts ARTICLE VII. Indemnification ARTICLE VIII. Applicable Law ARTICLE IX. Termination ARTICLE X. Notices ARTICLE XI. Miscellaneous SCHEDULE A Separate Accounts and Contracts SCHEDULE B Participating Series
2 FUND PARTICIPATION AGREEMENT THIS AGREEMENT, made as of this ___ day of ____________, 2000 by and among Hartford Life Insurance Company ("Hartford"); a Connecticut corporation, on its behalf and on behalf of each separate account set forth on SCHEDULE A attached as it may be amended from time to time (the "Separate Accounts"); ___________________ (the "Fund"); ___________________ (the "Distributor"); and ___________________ (the "Adviser"). WHEREAS, the Fund engages in business as an open-end management investment company and is available to act as the investment vehicle for separate accounts established by insurance companies for life insurance policies and annuity contracts; and WHEREAS, the Distributor is registered as a broker/dealer under the Securities Exchange Act of 1934, as amended (the "1934 Act"), is a member in good standing of the National Association of Securities Dealers, Inc. (the "NASD") and serves as principal underwriter of the shares of the Fund; and WHEREAS, the Adviser is registered as an investment adviser under the Investment Advisers Act of 1940, as amended, and any applicable state securities laws and serves as the investment adviser to the Fund; and WHEREAS, the Fund intends to make available shares of its series set forth on SCHEDULE B, as it may be amended from time to time by mutual agreement of the parties (the "Series"), to the Separate Accounts of Hartford; and WHEREAS, Hartford is an insurance company which has registered or will register the variable annuities and/or variable life insurance policies listed in Schedule A under the Securities Act of 1933 (the "1933 Act") and the Investment Company Act of 1940 (the "1940 Act"), unless exempt from such registration, to be issued by Hartford for distribution (the "Contracts"); and NOW, THEREFORE, in consideration of their mutual promises, Hartford, the Fund, the Distributor and the Adviser agree as follows: ARTICLE I. FUND SHARES 1.1 The Fund and the Distributor agree to make shares of the Series available for purchase on each Business Day by the Separate Accounts. The Fund will execute orders placed for each Separate Account on a daily basis at the net asset value of each Series next computed after receipt by the Fund or its designee of such order. 3 A. For purposes of this Agreement, Hartford shall be the designee of the Fund and Distributor for receipt of orders from each Separate Account and receipt by Hartford constitutes receipt by the Fund, provided that the Fund receives notice of orders by 9:30 a.m. (Eastern time) on the next following Business Day. B. For purposes of this Agreement, "Business Day" shall mean any day on which the New York Stock Exchange is open for trading and on which the Fund calculates the net asset value of each Series pursuant to the rules of the Securities and Exchange Commission ("SEC"), as set forth in the Series' prospectus. 1.2 The Board of Directors of the Fund (the "Board"), acting in good faith and in the exercise of its fiduciary responsibilities, may refuse to permit the Fund to sell shares of any Series to any person, or suspend or terminate the offering of shares of any Series if such action is required by law or by regulatory authorities having jurisdiction over the sale of shares. 1.3 The Fund and the Distributor agree that shares of the Fund or any of its Series will be sold only to insurance companies for use in conjunction with variable life insurance policies or variable annuities. No shares of the Fund or any of its Series will be sold to the general public. 1.4 The Fund and the Distributor agree to redeem for cash, at Hartford's request, any full or fractional shares of the Series held by the Separate Accounts, on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the request for redemption. A. For the purposes of this Agreement, Hartford shall be the designee of the Fund for receipt of redemption requests from each Separate Account and receipt by Hartford constitutes receipt by the Fund, provided that the Distributor receives notice of the redemption request by 9:30 a.m. (Eastern time) on the next following Business Day. 1.5 Hartford agrees that purchases and redemptions of Series shares offered by the then current prospectus of the Series shall be made in accordance with the provisions of the prospectus. A. Hartford will place separate orders to purchase or redeem shares of each Series. Each order shall describe the net amount of shares and dollar amount of each Series to be purchase or redeemed. B. In the event of net purchases, Hartford will pay for shares before 3:00 p.m. (Eastern time) on the next Business Day after receipt of an order to purchase shares. C. In the event of net redemptions, the Fund shall pay the redemption proceeds in federal funds transmitted by wire before 3:00 p.m. (Eastern time) on the next Business Day after an order to redeem Fund shares is made. 4 1.6 Issuance and transfer of the Series' shares will be by book entry only. Share certificates will not be issued to Hartford or any Separate Account. Shares purchased will be recorded in an appropriate title for each Separate Account or the appropriate sub-account of each Separate Account. The Fund shall furnish to Hartford the CUSIP number assigned to each Series identified in Schedule B attached as may be amended from time to time. 1.7 The Distributor shall notify Hartford in advance of any dividends or capital gain distributions payable on the Series' shares, but by no later than same day notice by 6:00 p.m. Eastern time (by wire or telephone, followed by written confirmation). Hartford elects to reinvest all such dividends and capital gain distributions in additional shares of that Series. The Fund shall notify Hartford of the number of shares issued as payment of dividends and distributions. Hartford reserves the right to revoke this election and to receive all such dividends and capital gain distributions in cash. 1.8 The Distributor shall make the net asset value per share of each Series available to Hartford on a daily basis as soon as reasonably practical after the net asset value per share is calculated. The Fund shall use its best efforts to make such net asset value per share available by 6:00 p.m. Eastern time. A. If the Distributor provides materially incorrect share net asset value information through no fault of Hartford, the Separate Accounts shall be entitled to an adjustment with respect to the Series shares purchased or redeemed to reflect the correct net asset value per share. B. The determination of the materiality of any net asset value pricing error and its correction shall be based on the SEC's recommended guidelines regarding these errors. Any material error in the calculation or reporting of net asset value per share, dividend or capital gain information shall be reported promptly to Hartford upon discovery. The Fund and/or its agents shall indemnify and hold harmless Hartford against any amount Hartford is legally required to pay qualified plans ("Plans") or annuity or life insurance contract owners that have selected a Series as an investment option ("Contract owners"), and which amount is due to the Fund's or its agents' material miscalculation and/or incorrect reporting of the daily net asset value, dividend rate or capital gains distribution rate. Hartford shall submit an invoice to the Fund or its agents for such losses incurred as a result of the above which shall be payable within sixty (60) days of receipt. Should a material miscalculation by the Fund or its agents result in a gain to Hartford, Hartford shall immediately reimburse the Fund, the applicable Series or its agents for any material losses incurred by the Fund, the applicable Series or its agents as a result of the incorrect calculation. Should a material miscalculation by the Fund or its agents result in a gain to the Plans or Contract owners, Hartford will consult with the Fund or its designee as to what reasonable efforts shall be made to recover the money and repay the Fund, the applicable Series or its agents. Hartford shall then make such reasonable effort, at the expense of the Fund or its 5 agents, to recover the money and repay the Fund, the applicable Series or its agents; but Hartford shall not be obligated to take legal action against the Plans or Contract owners. With respect to the material errors or omissions described above, this section shall control over other indemnification provisions in this Agreement. ARTICLE II. REPRESENTATIONS AND WARRANTIES 2.1 Hartford represents and warrants that: A. The Contracts are or will be registered under the 1933 Act unless exempt and that the registrations will be maintained to the extent required by law; B. The Contracts will be issued in material compliance with all applicable federal and state laws and regulations. C. Hartford is duly organized and in good standing under applicable law. D. Hartford has legally and validly established each Separate Account prior to any issuance or sale as a segregated asset account under the Connecticut Insurance Code and has registered or, prior to any issuance or sale of the Contracts, will register and will maintain the registration of each Separate Account as a unit investment trust in accordance with the 1940 Act, unless exempt from such registration. 2.2 The Fund and the Distributor represent and warrant that: A. Series shares sold pursuant to this Agreement shall be registered under the 1933 Act and the regulations thereunder to the extent required. B. Series shares shall be duly authorized for issuance in accordance with the laws of each jurisdiction in which shares will be offered. C. Series shares shall be sold in material compliance with all applicable federal and state securities laws and regulations. D. The Fund is and shall remain registered under the 1940 Act and the regulations thereunder to the extent required. E. The Fund shall amend its registration statement under the 1933 Act and the 1940 Act, from time to time, as required in order to effect the continuous offering of the Series' shares. 2.3 The Fund and the Adviser represent and warrant that: 6 A. The Fund is currently qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code of 1986, as amended, (the "Code"). The Fund and Adviser will make every effort to maintain such qualification and that both will notify Hartford immediately in writing upon having a reasonable basis for believing that the Fund has ceased to qualify or that the Fund might not qualify in the future. B. The Fund is duly organized and validly existing under the laws of the state of its incorporation. C. The Fund does and will comply in all material respects with the 1940 Act. D. The Fund has obtained an order from the SEC granting participating insurance companies and variable insurance product separate accounts exemptions from the provisions of the 1940 Act, as amended, and the rules thereunder, to the extent necessary to permit shares of the Fund or its Series to be sold to and held by variable insurance product separate accounts of both affiliated and unaffiliated life insurance companies. 2.4 The Distributor represents and warrants that: A. It is and shall remain duly registered under all applicable federal and state laws and regulations and that it will perform its obligations for the Fund and Hartford in material compliance with the laws and regulations and any applicable state and federal laws and regulations. ARTICLE III. PROSPECTUSES; REPORTS TO SHAREHOLDERS AND PROXY STATEMENTS; VOTING 3.1 The Fund, at its expense, will print and provide Hartford with as many copies of the Series' current prospectus(es) and statement of additional information as Hartford may reasonably request to deliver to existing Contract owners. At Hartford's request, the Fund will provide, in lieu of the printed prospectuses, camera-ready film, computer diskettes or typeset electronic document files containing the Series' prospectus(es) and statement of additional information for printing by Hartford at the Fund's expense. Hartford will deliver, at the Fund's expense, the Series' prospectus(es) and statement of additional information to existing Contract owners. A. Hartford may elect to print the Series' prospectus(es) and/or its statement of additional information in combination with other fund companies' prospectuses and statements of additional information. In this case, the Fund's share of the total expense for printing and delivery of the combined prospectus shall be determined pro-rata based upon the page count of the Series' prospectus as compared to the total page count for the combined prospectus containing all other funds offered under the Contracts. 7 3.2 Hartford, at its expense, will print the Contract prospectus for use with prospective owners of Contracts. If Hartford chooses to receive camera-ready film, computer diskettes or typeset electronic document files in lieu of receiving printed copies of the Series' prospectus(es) and statement of additional information, the Fund shall bear the cost of providing the camera-ready film, diskettes or type-set electronic document files. 3.3 The Fund, at its expense, will provide Hartford with copies of its reports to shareholders, and other communications to shareholders in such quantity as Hartford shall reasonably require for distributing, at the Fund's expense, to Contract owners. 3.4 The Fund will provide Hartford with copies of its proxy solicitations applicable to the Series. Hartford, at the Fund's expense, will, to the extent required by law, (a) distribute proxy materials applicable to the Series to eligible Contract owners, (b) solicit voting instructions from eligible Contract owners, (c) vote the Series shares in accordance with instructions received from Contract owners; and (d) if required by law, vote Series shares for which no instructions have been received in the same proportion as shares of the Series for which instructions have been received. A. To the extent permitted by applicable law, Hartford reserves the right to vote Series shares held in any Separate Account in its own right. B. Unregistered separate accounts subject to the Employee Retirement Income Security Act of 1974 ("ERISA") will refrain from voting shares for which no instructions are received if such shares are held subject to the provisions of ERISA. 3.5 The Fund will comply with all provisions of the 1940 Act and the rules thereunder requiring voting by shareholders. ARTICLE IV. SALES MATERIAL AND INFORMATION 4.1 Hartford shall furnish, or shall cause to be furnished, to the Fund prior to use, each piece of sales literature or advertising prepared by Hartford in which the Fund, the Adviser or the Distributor is described. No sales literature or advertising will be used if the Fund, the Adviser, or the Distributor reasonably objects to its use within ten (10) Business Days following receipt by the Fund. 4.2 Hartford will not, without the permission of the Fund, make any representations or statements on behalf of the Fund or concerning the Fund in connection with the advertising or sale of the Contracts, other than information or representations contained in: (a) the registration statement or Series prospectus(es), (b) reports to shareholders, (c) proxy statements for the Series, or, (d) sales literature or other promotional material approved by the Fund. 8 4.3 The Fund shall furnish, or shall cause to be furnished, to Hartford prior to use, each piece of sales literature or advertising prepared by the Fund in which Hartford, the Contracts or Separate Accounts, are described. No sales literature or advertising will be used if Hartford reasonably objects to its use within ten (10) Business Days following receipt by Hartford. 4.4 Neither the Fund nor the Distributor will, without the permission of Hartford, make any representations or statements on behalf of Hartford, the Contracts, or the Separate Accounts or concerning Hartford, the Contracts or the Separate Accounts, in connection with the advertising or sale of the Contracts, other than the information or representations contained in: (a) the registration statement or prospectus for the Contracts, (b) reports to shareholders, (c) in sales literature or other promotional material approved by Hartford. 4.5. The Fund will provide to Hartford at least one complete copy of all registration statements, prospectuses, statements of additional information, reports to shareholders, proxy statements, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions and requests for no-action letters, and all amendments, that relate to the Series or its shares. 4.6 Hartford will provide to the Fund, upon the Fund's request, at least one complete copy of all registration statements, prospectuses, statements of additional information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, and requests for no action letters, and all amendments, that relate to the Contracts. ARTICLE V. DIVERSIFICATION 5.1 The Fund and the Adviser represent and warrant that, at all times, each Series will comply with Section 817 of the Code and all regulations thereunder, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts and any amendments or other modifications to such Section or regulations. In the event a Series ceases to so qualify, the Fund will notify Hartford immediately of such event and the Adviser will take all steps necessary to adequately diversify the Series so as to achieve compliance within the grace period afforded by Treasury Regulation Sections 1.817-5. ARTICLE VI. POTENTIAL CONFLICTS 6.1 The Board of Directors of the Fund will monitor the Series for the existence of any material irreconcilable conflict between the interests of the Contract owners of all separate accounts investing in the Series. The Board of Directors of the Fund shall promptly inform Hartford if it determines that an irreconcilable material conflict exists and the implications thereof. 9 6.2 Hartford will report any potential or existing material irreconcilable conflict of which it is aware to the Board of Directors of the Fund. This includes, but is not limited to, an obligation by Hartford to inform the Board of Directors of the Fund whenever Contract owner voting instructions are disregarded. 6.3 If it is determined by a majority of the Board of Directors of the Fund, or a majority of its independent Directors, that a material irreconcilable conflict exists due to issues relating to the Contracts, Hartford will, at its expense and to the extent reasonably practicable, take whatever steps it can which are necessary to remedy or eliminate the irreconcilable material conflict, including, without limitation, withdrawal of the affected Separate Account's investment in the Series. No charge or penalty will be imposed as a result of such withdrawal. 6.4 Hartford, at the request of the Adviser will, at least annually, submit to the Board of Directors of the Fund such reports, materials or data as the Board may reasonably request so that the Board may fully carry out the obligations imposed upon them. All reports received by the Board of potential or existing conflicts, and all Board action with regard to determining the existence of a conflict, and determining whether any proposed action adequately remedies a conflict, shall be properly recorded in the minutes of the Board or other appropriate records, and such minutes or other records shall be made available to the Securities and Exchange Commission upon request. ARTICLE VII. INDEMNIFICATION 7.1 Indemnification by Hartford A. Hartford agrees to indemnify and hold harmless the Distributor, the Adviser, the Fund and each of their directors (if applicable), officers, employees and agents and each person, if any, who controls the Fund within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" and individually, an "Indemnified Party" for purposes of this Section 7.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of Hartford, which consent shall not be unreasonably withheld) or expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses"), to which the Indemnified Parties may become subject under any statute or regulation, or at common law or otherwise, insofar as such Losses are related to the sale or acquisition of Series shares or the Contracts and: 1. Arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in a disclosure document for the Contracts or in the Contracts themselves or in sales literature generated or approved by Hartford applicable to the Contracts or Separate Accounts (or any amendment or supplement to any of the foregoing) (collectively, "Company Documents" for the purposes of this Article VII), or arise out of or are based upon the omission or the 10 alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this indemnity shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and was accurately derived from written information furnished to Hartford by or on behalf of the Fund for use in Company Documents or otherwise for use in connection with the sale of the Contracts or Series shares; or 2. Arise out of or result from statements or representations (other than statements or representations contained in and accurately derived from Fund Documents as defined in Section 7.2 (A)(1)) or wrongful conduct of Hartford or persons under its control, with respect to the sale or acquisition of the Contracts or Series shares; or 3. Arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Fund Documents as defined in Section 7.2(A)(1) or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and accurately derived from written information furnished to the Fund by or on behalf of Hartford; or 4. Arise out of or result from any failure by Hartford to provide the services or furnish the materials required under the terms of this Agreement; or 5. Arise out of or result from any material breach of any representation and/or warranty made by Hartford in this Agreement or arise out of or result from any other material breach of this Agreement by Hartford; as limited by and in accordance with, Sections 7.1(B) and 7.1(C) hereof. B. Hartford shall not be liable under this indemnification provision with respect to any Losses which are due to an Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to the Fund or Distributor, whichever is applicable. C. Hartford shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified Hartford in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify Hartford of any such claim shall not relieve Hartford from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, Hartford shall be entitled to participate, at its own expense, in the 11 defense of such action. Hartford also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from Hartford to such party of Hartford's election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and Hartford will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. D. The Indemnified Parties will promptly notify Hartford of the commencement of any litigation or proceedings against them or any of their officers or directors in connection with the issuance or sale of the Series shares or the Contracts or the operation of the Fund. 7.2 Indemnification by the Distributor, the Adviser, and the Fund A. The Distributor, the Adviser, and the Fund agree to indemnify and hold harmless Hartford and each of its directors, officers, employees and agents and each person, if any, who controls Hartford within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" and individually, an "Indemnified Party" for purposes of this Section 7.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Distributor, the Adviser, and the Fund, which consent shall not be unreasonably withheld) or expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses"), to which the Indemnified Parties may become subject under any statute or regulation, or at common law or otherwise, insofar as such Losses are related to the sale or acquisition of the Series' shares or the Contracts and: 1. Arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, prospectus or sales literature of the Fund applicable to the Series (or any amendment or supplement to any of the foregoing) (collectively, "Fund Documents" for purposes of Article this VII) or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this indemnity shall not apply as to any Indemnified Party if such statement or omission of such alleged statement or omission was made in reliance upon and was accurately derived from written information furnished to the Fund, the Adviser, or the Distributor by or on behalf of Hartford for use in Fund Documents or otherwise for use in connection with the sale of the Contracts or Series shares; or 2. Arise out of or result from statements or representations (other than statements or representations contained in and accurately derived from Company 12 Documents) or wrongful conduct of the Fund, Adviser or Distributor or persons under their control, with respect to the sale or distribution of the Contracts or Series shares; or 3. Arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Company Documents, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and accurately derived from written information furnished to Hartford by or on behalf of the Distributor, the Adviser, or the Fund; or 4. Arise out of or result from any failure by the Distributor, the Adviser, or the Fund to provide the services or furnish the materials required under the terms of this Agreement; or 5. Arise out of or result from any material breach of any representation and/or warranty made by the Distributor, the Adviser, or the Fund in this Agreement or arise out of or result from any other material breach of this Agreement by the Distributor, the Adviser, or the Fund; as limited by, and in accordance with, Sections 7.2(B) and 7.2(C) hereof. B. The Distributor, the Adviser, or the Fund shall not be liable under this indemnification provision with respect to any Losses which are due to an Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to Hartford or the Separate Account, whichever is applicable. C. The Distributor, the Adviser, or the Fund shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Distributor, the Adviser, or the Fund, as applicable, in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Distributor, the Adviser, or the Fund of any such claim shall not relieve the Distributor, the Adviser, or the Fund from any liability which they may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Distributor, the Adviser, and the Fund shall be entitled to participate, at their own expense, in the defense thereof. The Distributor, the Adviser, and the Fund also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Distributor, the Adviser, and the Fund to such party of their election to assume the defense thereof, the Indemnified Party shall bear the expenses of any additional counsel retained by it, and the Distributor, the Adviser, and the Fund will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred 13 by such party independently in connection with the defense thereof other than reasonable costs of investigation. D. The Indemnified Parties shall promptly notify the Distributor, the Adviser, and the Fund of the commencement of any litigation or proceedings against them or any of their officers or directors in connection with the issuance or sale of the Contracts or the operation of a Separate Account. 7.3 Any party seeking indemnification (the "Potential Indemnitee") will promptly notify any party from whom they intend to seek indemnification (each a "Potential Indemnitor") of all demands made and/or actions commenced against the Potential Indemnitee which may require a Potential Indemnitor to provide such indemnification. At its option and expense, a Potential Indemnitor may retain counsel and control any litigation for which it may be responsible to indemnify a Potential Indemnitee under this Agreement. 7.4 With respect to any claim, the parties each shall give the others reasonable access during normal business hours to its books, records, and employees and those books, records, and employees within its control pertaining to such claim, and shall otherwise cooperate with one and other in the defense of any claim. Regardless of which party defends a particular claim, the defending party shall give the other parties written notice of any significant development in the case as soon as practicable, and such other parties, at all times, shall have the right to intervene in the defense of the case. 7.5 If a party is defending a claim and indemnifying another party hereto, and: (i) a settlement proposal is made by the claimant, or (ii) the defending party desires to present a settlement proposal to the claimant, then the defending party promptly shall notify the Indemnified Party of such settlement proposal together with its counsel's recommendation. If the defending party desires to enter into the settlement and the Indemnified Party fails to consent within five (5) business days (unless such period is extended, in writing, by mutual agreement of the parties hereto), then the Indemnified Party, from the time it fails to consent forward, shall defend the claim and shall indemnify the defending party for all costs associated with the claim which are in excess of the proposed settlement amount. Regardless of which party is defending the claim: (i) if a settlement requires an admission of liability by the non-defending party or would require the non-defending party to either take action (other than purely ministerial action) or refrain from taking action (due to an injunction or otherwise) (a "Specific Performance Settlement"), the defending party may agree to such settlement only after obtaining the express, written consent of the non-defending party. If a non-defending party fails to consent to a Specific Performance Settlement, the consequences described in the last sentence of the first paragraph of this Section 7.5 shall NOT apply. 14 7.6 The parties shall use good faith efforts to resolve any dispute concerning this indemnification obligation. Should those efforts fail to resolve the dispute, the ultimate resolution shall be determined in a DE NOVO proceeding, separate and apart from the underlying matter complained of, before a court of competent jurisdiction. Either party may initiate such proceedings with a court of competent jurisdiction at any time following the termination of the efforts by such parties to resolve the dispute (termination of such efforts shall be deemed to have occurred thirty (30) days from the commencement of the same unless such time period is extended by the written agreement of the parties). The prevailing party in such a proceeding shall be entitled to recover reasonable attorneys' fees, costs, and expenses. ARTICLE VIII. APPLICABLE LAW 8.1 This Agreement shall be construed and the provisions hereof interpreted under and in accordance with the laws of the State of Connecticut. 8.2 This Agreement, its terms and definitions, shall be subject to the provisions of the 1933 Act, the Securities Exchange Act of 1934, and the 1940 Act, and the rules and regulations and rulings thereunder, including such exemptions from those statutes, rules and regulations as the SEC may grant. ARTICLE XI. TERMINATION 9.1 This Agreement shall continue in full force and effect until the first to occur of: A. Termination by any party for any reason upon six-months advance written notice delivered to the other parties; or B. Termination by Hartford by written notice to the Fund, the Adviser or the Distributor with respect to any Series in the event any of the Series' shares are not registered, issued or sold in accordance with applicable state and/or federal law, or such law precludes the use of such shares as the underlying investment medium of the Contracts issued or to be issued by Hartford; or, C. Termination by Hartford upon written notice to the Fund with respect to any Series in the event that such Series ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision; or D. Termination by Hartford upon written notice to the Fund and the Distributor with respect to any Series in the event that such Fund fails to meet the diversification requirements specified in Section 5.1 of this Agreement. E. Termination upon mutual written agreement of the parties to this Agreement. 15 9.2 Effect of Termination. A. Notwithstanding any termination of this Agreement, the Fund shall, at the option of Hartford, continue to make available additional shares of the Series pursuant to the terms and conditions of this Agreement, for all Contracts in effect on the effective date of termination of this Agreement (the "Existing Contracts") unless such further sale of Series shares is proscribed by law, regulation or applicable regulatory body. Specifically, without limitation, the owners of the Existing Contracts will be permitted to direct allocation and reallocation of investments in the Fund, redeem investments in the Series and invest in the Series through additional purchase payments. B. Hartford agrees not to redeem Series shares attributable to the Contracts except (i) as necessary to implement Contract owner initiated or approved transactions, or (ii) as required by state and/or federal laws or regulations or judicial or other legal precedent of general application or (iii) as permitted by an order of the SEC. Upon request, Hartford will promptly furnish to the Fund the opinion of counsel for Hartford to the effect that any redemption pursuant to clause (ii) above is a legally required redemption. C. In addition to the foregoing, Article VII Indemnification shall survive any termination of this Agreement. ARTICLE X. NOTICES 10.1 Any notice shall be sufficiently given when sent by registered or certified mail to the other party at the address of such party set forth below or at such other address as such party may from time to time specify in writing to the other party. If to the Fund: If to the Distributor: If to the Adviser: 16 If to Hartford: With a copy to: Hartford Life Insurance Co. Hartford Life Insurance Co. 200 Hopmeadow Street 200 Hopmeadow Street Simsbury, Connecticut 06070 Simsbury, Connecticut 06070 Attn: Thomas M. Marra Attn: Lynda Godkin, General Counsel ARTICLE XI. MISCELLANEOUS 11.1 Subject to the requirements of legal process and regulatory authority, each party will treat as confidential the names and addresses of the owners of the Contracts and all information reasonably identified as confidential in writing by any other parties and, except as permitted by this Agreement or as required by any governmental agency, regulator or other authority, shall not without the express written consent of the affected party disclose, disseminate or utilize such names and addresses and other confidential information until such time as it may come into the public domain. 11.2 The captions in this Agreement are included for convenience of reference only and in no way define or delineate any of the provisions hereof or otherwise affect their construction or effect. 11.3 This Agreement may be executed simultaneously in two or more counterparts, each of which taken together shall constitute one and the same instrument. 11.4 If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. 11.5 Each party shall cooperate with each other party and all appropriate governmental authorities (including, without limitation, the SEC, the National Association of Securities Dealers and state insurance regulators) and shall permit such authorities (and other parties) reasonable access to its books and records in connection with any investigation or inquiry relating to this Agreement or the transactions contemplated hereby. 11.6 The rights, remedies and obligations contained in this Agreement are cumulative and are in addition to any and all rights, remedies and obligations at law or in equity, which the parties hereto are entitled to under state and federal laws. 11.7 This Agreement or any of the rights and obligations hereunder may not be assigned by any party without the prior written consent of all parties. 17 IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed in as name and on its behalf by its duly authorized representative as of the date specified above. Hartford Life Insurance Company On its behalf and each Separate Account named in Schedule A, as may be amended from time to time By: Its FUND By: Its DISTRIBUTOR By: Its ADVISER By: Its 18 SCHEDULE A SEPARATE ACCOUNTS AND CONTRACTS - -------------------------------------------------------------------------------- NAME OF SEPARATE ACCOUNT AND DATE ESTABLISHED CONTRACT FORM NUMBERS - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 19 SCHEDULE B PARTICIPATING SERIES EX-9 3 ex-9.txt EXHIBIT 9 [logo] HARTFORD LIFE August 25, 2000 LYNDA GODKIN SENIOR VICE PRESIDENT, GENERAL COUNSEL & CORPORATE SECRETARY Board of Directors Hartford Life and Annuity Insurance Company 200 Hopmeadow Street Simsbury, CT 06089 RE: HARTFORD LIFE AND ANNUITY INSURANCE COMPANY SEPARATE ACCOUNT SEVEN FILE NO. 333-91921 Dear Sir/Madam: I have acted as General Counsel to Hartford Life and Annuity Insurance Company (the "Company"), a Connecticut insurance company, and Hartford Life and Annuity Insurance Company Separate Account One (the "Account") in Connecticut with the registration of an indefinite amount of securities in the form of flexible premium variable annuity insurance 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 to by the Insurance Department of the State of Connecticut to issue the Contracts. 2. The Account is a duly authorized and 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. 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 yours, /s/ Lynda Godkin Lynda Godkin EX-10 4 ex-10.txt EXHIBIT 10 ARTHUR ANDERSEN CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS ----------------------------------------- As independent public accountants, we hereby consent to the use of our reports (and to all references to our Firm) included in or made a part of this Registration Statement File No. 333-91921 for Hartford Life and Annuity Insurance Company Separate Account Seven on Form N-4. Hartford, Connecticut /s/ Arthur Andersen LLP August 25, 2000 EX-15 5 ex-15.txt EXHIBIT 15 HARTFORD LIFE AND ANNUITY INSURANCE COMPANY POWER OF ATTORNEY ----------------- David T. Foy Lynda Godkin Thomas M. Marra Lowndes A. Smith David M. Znamierowski do hereby jointly and severally authorize Lynda Godkin, Christine Repasy, Marianne O'Doherty, Chris Grinnell, Thomas S. Clark and Marta Czekajewski to sign as their agent any Registration Statement, pre-effective amendment, post-effective amendment and any application for exemptive relief of the Hartford Life and Annuity Insurance Company under the Securities Act of 1933 and/or the Investment Company Act of 1940, and do hereby ratify such signatures heretofore made by such persons. IN WITNESS WHEREOF, the undersigned have executed this Power of Attorney for the purpose herein set forth. /s/ David T. Foy Dated as of June 13, 2000 - --------------------------------------------- David T. Foy /s/ Lynda Godkin Dated as of June 13, 2000 - --------------------------------------------- Lynda Godkin /s/ Thomas M. Marra Dated as of June 13, 2000 - --------------------------------------------- Thomas M. Marra /s/ Lowndes A. Smith Dated as of June 13, 2000 - --------------------------------------------- Lowndes A. Smith /s/ David M. Znamierowski Dated as of June 13, 2000 - --------------------------------------------- David M. Znamierowski EX-16 6 ex-16.txt EXHIBIT 16 ORGANIZATIONAL CHART
THE HARTFORD FINANCIAL SERVICES GROUP, INC. (DELAWARE) | --------------------------------------------- NUTMEG INSURANCE COMPANY | (CONNECTICUT) THE HARTFORD INVESTMENT | MANAGEMENT COMPANY HARTFORD FIRE INSURANCE COMPANY (DELAWARE) (CONNECTICUT) | | | HARTFORD ACCIDENT AND INDEMNITY COMPANY HARTFORD INVESTMENT (CONNECTICUT) SERVICES, INC. | (CONNECTICUT) HARTFORD LIFE, INC. (DELAWARE) | HARTFORD LIFE AND ACCIDENT INSURANCE COMPANY (CONNECTICUT) | | | --------------------------------------------------------------------------------------------------------------------------- | | | | | | | | | | HARTFORD LIFE | | | | | | PLANCO PLANCO | INTERNATIONAL, LTD.| | | | | | FINANCIAL INCORPORATED | (CONNECTICUT) | | | | | | SERVICES, (PENNSYLVANIA) | | | | | | | INCORPORATED | | | | | | | (PENNSYLVANIA) | | | | | | | | | HART LIFE HARTFORD FINANCIAL HARTFORD LIFE HARTFORD AMERICAN | | INSURANCE SERVICES LIFE INSURANCE COMPANY FINANCIAL MATURITY LIFE NUTMEG | COMPANY INSURANCE COMPANY (CONNECTICUT) SERVICES, LLC INSURANCE COMPANY LIFE INSURANCE |(CONNECTICUT) (CONNECTICUT) | (DELAWARE) (CONNECTICUT) COMPANY | | | | (IOWA) | ------------------------------------ | AML FINANCIAL, INC. | | | | | (CONNECTICUT) |SERVUS LIFE HARTFORD HARTFORD | | INSURANCE INTERNATIONAL LIFE AND | | COMPANY LIFE REASSURANCE ANNUITY INSURANCE | |(CONNECTICUT) CORPORATION COMPANY | | (CONNECTICUT) (CONNECTICUT) | | | | | | | | HARTFORD | | LIFE, LTD. | | (BERMUDA) | | | | | ----------| ----------------------------------------------------------------------- | | | | | INTERNATIONAL HL INVESTMENT HARTFORD HARTFORD SECURITIES HARTFORD-COMPREHENSIVE CORPORATE ADVISORS, LLC EQUITY SALES DISTRIBUTION EMPLOYEE MARKETING GROUP, INC. (CONNECTICUT) COMPANY, INC. COMPANY, INC. BENEFIT SERVICE (CONNECTICUT) | (CONNECTICUT) (CONNECTICUT) COMPANY | | (CONNECTICUT) | | THE EVERGREEN HARTFORD INVESTMENT GROUP, INC. FINANCIAL SERVICES (NEW YORK) COMPANY (DELAWARE)
THE HARTFORD FINANCIAL SERVICES GROUP, INC. (DELAWARE) | NUTMEG INSURANCE COMPANY (CONNECTICUT) | HARTFORD FIRE INSURANCE COMPANY (CONNECTICUT) | ---------------------------------------------------------------------------------------------------------------------------- | | | | | Hartford Accident and Indemnity Company | | (Connecticut) | | | | | Hartford Life, Inc | | (Delaware) | | | | | Hartford Life and Accident Insurance Company | | (Connecticut) | | | | | HARTFORD LIFE | | -------INTERNATIONAL LTD. | | | (CONNECTICUT) | | | | | | | ITT HARTFORD | | | ----SUDAMERICANA | | | | HOLDING S.A. | | | | (ARGENTINA) | | | |------------------------------------------------------ | | | | | | | | | | ITT HARTFORD GALICIA INSTITUTO DE | | | | SEGUROS VIDA COMPANIA SALTA COMPANIA DE | | | |------DE VIDA S.A. DE SEGUROS S.A. SEGUROS DE VIDA S.A. | | | | (URUGUAY) (ARGENTINA) (ARGENTINA) | | | | | | ICATU | | HARTFORD | | HARTFORD | |---SEGUROS DE VIDA S.A. | | SEGUROS S.A.----------| | (ARGENTINA) | | (BRAZIL) | | | | | | | | | HARTFORD | | -- ----------| |-------SEGUROS DE | | | | | RETIRO S.A. | | | | | (ARGENTINA) |-----------|----------------|-------------------|-------------------------------------------------------------------------- | | | | | | | | ICATU HARTFORD | CONSULTORA DE CAPITALES | | | FUNDO DE PENSAO | S.A. SOCIEDAD GERENTE | | | (BRAZIL) |----DE FONDOS COMUNES | | | | | DE ENVERSION | | | | | (ARGENTINA) | | | ICATU HARTFORD | | | | CAPITALIZACAO S.A. | CLARIDAD | | | (BRAZIL) | ADMINISTRADORA DE | | | | |---FONDOS DE JUBILACIONES | | | BRAZILCAP | Y PENSIONES S.A. | | | CAPITALIZACAO S.A. | (ARGENTINA) | | | (BRAZIL) | | | | | | | -------------------------- | | |--------------- | | | | | | HARTFORD FIRE HARTFORD FIRE | |------- SEGPOOL S.A. INTERNATIONAL------------INTERNATIONAL, LTD. | | (ARGENTINA) (GERMANY) GMBH (CONNECTICUT) | | (WEST GERMANY) | | | | ICATU HARTFORD | | THESIS S.A. ADMINISTRACAO | |-------- (ARGENTINA) DE BENEFICIOS LTDA-- | | (BRAZIL) | | | | |--------- U.O.R., S.A. (ARGENTINA)
THE HARTFORD FINANCIAL SERVICES GROUP, INC. (DELAWARE) | NUTMEG INSURANCE COMPANY (CONNECTICUT) | HARTFORD FIRE INSURANCE COMPANY (CONNECTICUT) | - --------------------------------------------------------------------------------------------------------------------------------| | | THE HARTFORD INTERNATIONAL | |-----------------------------------------------------------------------FINANCIAL SERVICES GROUP, INC. | | | | (DELAWARE) | | | | ----------------------|----------------- | | | | | | | | | ZWOLSCHE | | ITT HARTFORD LONDON AND | HARTFORD | ALGEMEENE N.V. | | INTERNATIONAL, LTD. EDINBURGH | EUROPE, INC. | (NETHERLANDS) | | (U.K.) INSURANCE GROUP, LTD.| (DELAWARE) | | | | (U.K.) | | | | | | | | | | | ------------- | | | | | | | | | ITT ASSURANCES HARTFORD INTERNATIONAL | LONDON AND -THE HARTFORD | | S.A. INSURANCE CO., N.V. |--- EDINBURGH INTERNATIONAL | | ZWOLSCHE ALGEMEENE (FRANCE) (BELGIUM) | INSURANCE CO., LTD. FINANCIAL | |----SCHADEVERZEKERING | | (U.K.) SERVICES | --------| N.V.----------------------------------- | | | GROUP CIA | | | (NETHERLANDS) | | | | DE SEGUROS Y | Z.A. | | | | EXCESS INSURANCE REASEGUROS S.A.| - --VERZEKERINGEN | | | | COMPANY LTD. (SPAIN) | | N.V. | ZWOLSCHE ALGEMEENE | | | (U.K.) | | (BELGIUM) |------HERVERZEKERING B.V. | | | | | | -----| (NETHERLANDS) | | | LONDON AND | | | | | | | |--- EDINBURGH LIFE | | Z.A. LUX S.A. | | | | ASSURANCE CO., LTD. | | (LUXEMBURG) | ZWOLSCHE ALGEMEENE | | | (U.K.) | | |--LEVENS-VERZEKERING N.V.------------ | | | | | | (NETHERLANDS) | | | | | - ----------------|------------------------------------|------------|------|--------------|---------------------------------------| | | | | | | | | -------- | | | | | | | | | | | | | | ZWOLSCHE | ZWOLSCHE ALGEMEENE ZWOLSCHE ALGEMEENE | | | | | ALGEMEENE |-----HYPOTHEKEN N.V. BELEGGINGEN III B.V. | | | | | EUROPA B.V. | (NETHERLANDS) (NETHERLANDS) | | | | | (NETHERLANDS) | ---------- | | | - --------| | | | | | | EXPLOITATIEMAAT- BELEGGINGSMAAT- | | | |----- SCHAPPIJ SCHAPPIJ | | | | BUIZERDLAAN B.V. BUIZERDLAAN B.V. | | | | (NETHERLANDS) (NETHERLANDS) | | | | | | | | | | ----- | HOLLAND | |-------------------------- | |---- BELEGGINGSGROEP B.V. | | | | (NETHERLANDS) | |----------------- | | | -------| | | | | | | | | | | | | | | | F.A. KNIGHT | MACALISTER & LONDON AND | HARTFORD FIRE & SON N.V. | DUNDAS, LTD. EDINBURGH | INTERNATIONAL (BELGIUM) | (SCOTLAND) TRUSTEES, LTD. | SERVICIOS | (U.K.) | (SPAIN) ------------------------- ----------- | | | FENCOURT QUOTEL LONDON AND PRINTERS, LTD. INSURANCE EDINBURGH (U.K.) SYSTEMS, LTD. SERVICES, LTD. (U.K.) (U.K.) | EUROSURE INSURANCE MARKETING, LTD. (U.K.)
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