485BPOS 1 a08-14025_11485bpos.txt 485BPOS AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 16, 2008 FILE NO. 333-131133 811-07273 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------ FORM N-6 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------ PRE-EFFECTIVE AMENDMENT NO. / / POST-EFFECTIVE AMENDMENT NO. 3 /X/ REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 AMENDMENT NO. 38 /X/ HARTFORD LIFE AND ANNUITY INSURANCE COMPANY SEPARATE ACCOUNT VL II (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) 843-3585 (Depositor's Telephone Number, Including Area Code) JERRY K. SCHEINFELDT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY P.O. BOX 2999 HARTFORD, CT 06104-2999 (Name and Address of Agent for Service) ------------ INDIVIDUAL VARIABLE LIFE CONTRACTS -- THE REGISTRANT HAS REGISTERED AN INDEFINITE AMOUNT OF SECURITIES PURSUANT TO RULE 24F-2 OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED. It is proposed that this filing will become effective: / / immediately upon filing pursuant to paragraph (b) of Rule 485 /X/ on May 16, 2008, pursuant to paragraph (b) of Rule 485 / / 60 days after filing pursuant to paragraph (a)(1) of Rule 485 / / on , pursuant to paragraph (a)(l) of Rule 485 / / this post-effective amendment designates a new effective date for a previously filed post-effective amendment. ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ The prospectus in Part A and Statement of Additional Information in Part B of this Post-Effective Amendment No. 3 is incorporated by reference to Post-Effective Amendment No. 2 to the Registration Statement on Form N-6 (File No. 333-131133), as filed on April 9, 2008 and effective on May 1, 2008. A Supplement to the Prospectus dated May 16, 2008 is included in Part A of this Post-Effective Amendment. This Post-Effective Amendment No. 3 does not supercede Post-Effective Amendment No. 2 filed on April 9, 2008. HARTFORD LIFE INSURANCE COMPANY SEPARATE ACCOUNT VL II: 333-131135 Hartford Variable Universal Life Last Survivor
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY SEPARATE ACCOUNT VL II: 333-131133 Hartford Variable Universal Life Last Survivor
SUPPLEMENT DATED MAY 16, 2008 TO THE PROSPECTUS DATED MAY 1, 2008 SUPPLEMENT DATED MAY 16, 2008 TO YOUR PROSPECTUS HARTFORD GLOBAL GROWTH HLS FUND: Effective August 22, 2008, the Hartford Global Growth HLS Fund is added and made available as an underlying investment option under your policy. The following changes are made to your prospectus: Under the table entitled, "Investment Management Fees and Other Expenses," the following expense information is added for the Hartford Global Growth HLS Fund:
DISTRIBUTION AND/OR ACQUIRED SERVICE FUND FEES MANAGEMENT (12B-1) OTHER AND UNDERLYING FUND: FEE FEES* EXPENSES EXPENSES ------------------------------------------------------------------------------------------------- Hartford Global 0.690% N/A 0.040% N/A Growth HLS Fund -- Class IA CONTRACTUAL TOTAL FEE WAIVER NET TOTAL ANNUAL AND/OR ANNUAL OPERATING EXPENSE OPERATING UNDERLYING FUND: EXPENSES REIMBURSEMENT EXPENSES ------------------- ----------------------------------------------------------- Hartford Global 0.730% N/A 0.730% Growth HLS Fund -- Class IA
* The 12b-1 fees deducted from these classes cover certain distribution, shareholder support and administrative services provided by intermediaries (the insurance company, broker dealer or other service provider). Under the section entitled, "The Funds," in your prospectus, the following information is added to the table: Hartford Global Growth HLS Fund -- Class IA Growth of capital HL Investment Advisors, LLC Sub-advised by Wellington Management Company, LLP
HARTFORD U.S. GOVERNMENT SECURITIES HLS FUND: Effective August 22, 2008, the Hartford U.S. Government Securities HLS Fund is added and made available as an underlying investment option under your policy. The following changes are made to your prospectus: Under the table entitled, "Investment Management Fees and Other Expenses," the following expense information is added for the Hartford U.S. Government Securities HLS Fund:
DISTRIBUTION AND/OR ACQUIRED SERVICE FUND FEES MANAGEMENT (12B-1) OTHER AND UNDERLYING FUND: FEE FEES* EXPENSES EXPENSES ------------------------------------------------------------------------------------------------- Hartford U.S. 0.450% N/A 0.020% N/A Government Securities HLS Fund --Class IA CONTRACTUAL TOTAL FEE WAIVER NET TOTAL ANNUAL AND/OR ANNUAL OPERATING EXPENSE OPERATING UNDERLYING FUND: EXPENSES REIMBURSEMENT EXPENSES ------------------- ----------------------------------------------------------- Hartford U.S. 0.470% N/A 0.470% Government Securities HLS Fund --Class IA
* The 12b-1 fees deducted from these classes cover certain distribution, shareholder support and administrative services provided by intermediaries (the insurance company, broker dealer or other service provider). Under the section entitled, "The Funds," in your prospectus, the following information is added to the table: Hartford U.S. Government Securities HLS Fund -- Class IA Maximize total return with a high HL Investment Advisors, LLC level of current income consistent Sub-advised by Hartford Investment with prudent investment risk Management Company
AIM V.I. CORE EQUITY FUND: Effective August 22, 2008, the AIM V.I. Core Equity Fund is added and made available as an underlying investment option under your policy. The following changes are made to your prospectus: Under the table entitled, "Investment Management Fees and Other Expenses," the following expense information is added for the AIM V.I. Core Equity Fund:
DISTRIBUTION AND/OR ACQUIRED SERVICE FUND FEES MANAGEMENT (12B-1) OTHER AND UNDERLYING FUND: FEE FEES* EXPENSES EXPENSES ---------------------------------------------------------------------------------------------------- AIM V.I. Core 0.600% N/A 0.280% 0.020% Equity Fund -- Series I CONTRACTUAL TOTAL FEE WAIVER NET TOTAL ANNUAL AND/OR ANNUAL OPERATING EXPENSE OPERATING UNDERLYING FUND: EXPENSES REIMBURSEMENT EXPENSES ------------------- ------------------------------------------------------------------- AIM V.I. Core 0.900% 0.010% 0.890%(i)(ii)(iii)(iiii) Equity Fund -- Series I
* The 12b-1 fees deducted from these classes cover certain distribution, shareholder support and administrative services provided by intermediaries (the insurance company, broker dealer or other service provider). (i) Effective July 1, 2007, AIM contractually agreed to waive 100% of the advisory fee AIM receives from affiliated money market funds on investments by the fund in such affiliated money market funds. Fee Waiver reflects this agreement. This waiver agreement is in effect through at least April 30, 2009. (ii) Acquired Fund Fees and Expenses are not fees or expenses incurred by the fund directly but are expenses of the investment companies in which the fund invests. You incur these fees and expenses indirectly through the valuation of the fund's investment in those investment companies. As a result, the Net Annual Fund Operating Expenses listed above may exceed the expense limit numbers. The impact of the acquired fund fees and expense are included in the total returns of the Fund. (iii) The Fund's adviser has contractually agreed to waive advisory fees and/or reimburse expenses of Series I shares to the extent necessary to limit Total Annual Fund Operating Expenses (excluding certain items discussed below) of Series I shares to 1.30% of average daily net assets. In determining the advisor's obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account, and could cause the Total Annual Fund Operating Expenses to exceed the numbers reflected above: (a) interest; (b) taxes; (c) dividend expense on short sales; (d) extraordinary items; (e) expenses related to a merger or reorganization, as approved by the Fund's Board of Trustees; and (f) expenses that the Fund has incurred but did not actually pay because of an expense offset arrangement. Currently, the expense offset arrangements from which the Fund may benefit are in the form of credits that the Fund receives from banks where the Fund or its transfer agent has deposit accounts in which it holds uninvested cash. These credits are used to pay certain expenses incurred by the Fund. This expense limitation agreement is in effect through April 30, 2009. (iiii) Except as otherwise noted, figures shown in the table are for the year ended December 31, 2007 and are expressed as a percentage of the Fund's average daily net assets. There is no guarantee that actual expenses will be the same as those shown in the table. Under the section entitled, "The Funds," in your prospectus, the following information is added to the table: AIM V.I. Core Equity Fund -- Series I Growth of capital Invesco Aim Advisors, Inc. Sub-adviser: Advisory entities affiliated with Invesco Aim Advisors, Inc.
THIS SUPPLEMENT SHOULD BE RETAINED WITH THE PROSPECTUS FOR FUTURE REFERENCE. HV-6684 PART C OTHER INFORMATION ITEM 26. EXHIBITS (a) Resolution of the Board of Directors of Hartford Life and Annuity Insurance Company ("Hartford") authorizing the establishment of the Separate Account.(1) (b) Not Applicable. (c) Principal Underwriting Agreement.(1) (d) Form of Flexible Premium Variable Life Insurance Policy.(8) (e) Form of Application for Flexible Premium Variable Life Insurance Policies.(2) (f) Certificate of Incorporation of Hartford and Bylaws of Hartford.(4) (g) Form of Reinsurance Contract.(5) (h) Form of Participation Agreement.(7) (i) Not Applicable. (j) Not Applicable. (k) Opinion and consent of Jerry K. Scheinfeldt, Assistant Vice President and Assistant General Counsel. (l) Actuarial Opinion.(9) (m) Calculations.(9) (n) Consent of Deloitte & Touche. (o) No financial statement will be omitted. (p) Not Applicable. (q) Memorandum describing transfer and redemption procedures.(9) (r) Copy of Power of Attorney. ------------ (1) Incorporated by reference to Post-Effective Amendment No. 1 to the Registration Statement on Form S-6, File No. 33-89988, on May 1, 1996. (2) Incorporated by reference to the Initial Filing of the Registration Statement on Form S-6, File No. 333-67373, on November 17, 1998. (3) To be filed by subsequent amendment. (4) Incorporated by reference to Post-Effective Amendment No. 7, to the Registration Statement File No. 333-69487, filed on April 9, 2001. (5) Incorporated by reference to the Post-Effective Amendment No. 1 of the Registration Statement on Form S-6, File No. 333-67373, on April 13, 1999. (6) Incorporated by reference to Post-Effective Amendment No. 1 to the Registration Statement on Form N-6, File No. 333-131135, filed with the Securities and Exchange Commission on April 9, 2007. (7) Incorporated by reference to Post-Effective Amendment No. 18 to the Registration Statement on Form N-6, File No. 333-50280, filed with the Securities and Exchange Commission on April 9, 2007. (8) Incorporated by reference to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-6, File No. 333-131133, filed with the Securities and Exchange Commission on May 3, 2006. (9) Incorporated by reference to Post-Effective Amendment No. 19 to the Registration Statement on Form N-6, File No. 333-50280, filed with the Securities and Exchange Commission on April 9, 2008. ITEM 27. OFFICERS AND DIRECTORS.
NAME POSITION WITH HARTFORD ------------------------------------------------------------------------------------------------------------------ Ricardo Anzaldua Senior Vice President, Assistant Secretary Robert Arena Senior Vice President David A. Carlson Director of Taxes, Senior Vice President Richard G. Costello Vice President, Secretary Rochelle S. Cummings Vice President James Davey Senior Vice President Timothy M. Fitch Senior Vice President Jennifer J. Geisler Senior Vice President Ronald R. Gendreau Executive Vice President John N. Giamalis Senior Vice President, Treasurer Christopher M. Grinnell Assistant Vice President Daniel R. Guilbert Actuary, Vice President Christopher J. Hanlon Senior Vice President Susan M. Hess Vice President Charles E. Hunt Vice President Jeannie M. Iannello Vice President Anne Iezzi Vice President, Chief Compliance Officer Stephen T. Joyce Senior Vice President Michael L. Kalen Executive Vice President Thomas P. Kalmbach Vice President, Actuary John F. Keenan Senior Vice President Diane Krajewski Assistant Vice President Alan J. Kreczko Executive Vice President, General Counsel Glenn D. Lammey Chief Financial Officer, Executive Vice President, Director* Dawn M. LeBlanc Assistant Vice President Debra L. Ludovissie Assistant Vice President Kenneth A. McCullum Senior Vice President, Actuary Ernest M. McNeill, Jr. Senior Vice President, Chief Accounting Officer* William P. Meaney Senior Vice President Jonathan L. Mercier Assistant Vice President Peter J. Michalik Vice President John J. Mittelstadt Assistant Vice President Brian Murphy Executive Vice President Brian O'Connell Chief Information Officer, Vice President Colleen B. Pernerewski Chief Compliance Officer of Separate Accounts Craig R. Raymond Senior Vice President Michael J. Roscoe Vice President and Actuary Richard Rubin Assistant Vice President Wade A. Seward Vice President D. Keith Sloane Senior Vice President Martin A. Swanson Vice President Charles D. Tatro Actuary, Vice President James E. Trimble Senior Vice President, Chief Actuary Charles N. Vest Vice President, Actuary Andrew J. Waggoner Vice President Jean H. Walker Vice President John C. Walters President, Chief Executive Officer, Chairman of the Board, Director* Richard J. Wirth Assistant Vice President Lizabeth H. Zlatkus Director* David M. Znamierowski Executive Vice President, Chief Investment Officer, Director*
Unless otherwise indicated, the principal business address of each of the above individuals is Hartford Plaza, Hartford, CT 06115. * Denotes Board of Directors of Hartford. ITEM 28. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR OR REGISTRANT Incorporated by reference to Post-Effective Amendment No. 19 to the Registration Statement, File No. 333-50280, filed on April 9, 2008. ITEM 29. INDEMNIFICATION Section 33-776 of the Connecticut General Statutes states that: "a corporation may provide indemnification of, or advance expenses to, a director, officer, employee or agent only as permitted by sections 33-770 to 33-779, inclusive." ARTICLE VIII, Section 1(a) of the By-laws of the Depositor (as amended and restated effective July 25, 2000) provides that the Corporation, to the fullest extent permitted by applicable law as then in effect, shall indemnify any person who was or is a director or officer of the Corporation and who was or is threatened to be made a defendant or respondent in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative and whether formal or informal (including, without limitation, any action, suit or proceeding by or in the right of the Corporation to procure a judgment in its favor) (each, a Proceeding"), by reason of the fact that such a person was or is a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee or agent of another domestic or foreign corporation, partnership, joint venture, trust, employee benefit plan or other entity (a "Covered Entity"), against all expenses (including attorneys' fees), judgments, fines and amounts paid in settlement and actually and reasonably incurred by such person in connection with such Proceeding. Any such former or present director or officer of the Corporation finally determined to be entitled to indemnification as provided in this Article VIII is hereinafter called an "Indemnitee". Until such final determination is made such former or present director or officer shall be a "Potential Indemnitee" for purposes of this Article VIII. Notwithstanding the foregoing provisions of this Section 1(a), the Corporation shall not indemnify an Indemnitee with respect to any Proceeding commenced by such Indemnitee unless the commencement of such Proceeding by such Indemnitee has been approved by a majority vote of the Disinterested Directors (as defined in Section 5(d)); provided however, that such approval of a majority of the Disinterested Directors shall not be required with respect to any Proceeding commenced by such Indemnitee after a Change in Control (as defined in Section 5(d)) has occurred. Insofar as indemnification for liability arising under the Securities Act of 1933 (the "Act") may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling 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 30. PRINCIPAL UNDERWRITERS (a) HESCO acts as principal underwriter for the following investment companies: Hartford Life Insurance Company - Separate Account VL I Hartford Life Insurance Company - Separate Account VL II Hartford Life Insurance Company - ICMG Secular Trust Separate Account Hartford Life Insurance Company - ICMG Registered Variable Life Separate Account A Hartford Life and Annuity Insurance Company - Separate Account VL I Hartford Life and Annuity Insurance Company - Separate Account VLI I Hartford Life and Annuity Insurance Company - ICMG Registered Variable Life Separate Account One (b) Directors and Officers of HESCO
POSITIONS AND OFFICES NAME WITH UNDERWRITER ------------------------------------------------------------------------------------------------------------ Diana Benken Chief Financial Officer, Controller/FINOP Brian Murphy Chief Executive Officer, President/ILD Business Line Principal, Director William D. Wilcox AML Compliance Officer, Chief Legal Officer Neil S. Chaffee Vice President/HLPP James Davey Senior Vice President/RPG Business Line Principal, Director John C. Walters Director
Unless otherwise indicated, the principal business address of each of the above individuals is Hartford Plaza, Hartford, CT 06115. ITEM 31. 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 32. MANAGEMENT SERVICES All management contracts are discussed in Part A and Part B of this Registration Statement. ITEM 33. REPRESENTATION OF REASONABLENESS OF FEES Hartford hereby represents that the aggregate fees and charges under the Policy are reasonable in relation to the services rendered, the expenses expected to be incurred, and the risks assumed by Hartford. SIGNATURES Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant duly 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 caused this Registration Statement to be signed on its behalf, in the Town of Simsbury, and State of Connecticut on this 16th day of May, 2008. HARTFORD LIFE AND ANNUITY INSURANCE COMPANY SEPARATE ACCOUNT VL II (Registrant) By: John C. Walters* *By: /s/ Jerry K. Scheinfeldt ----------------------------------- ----------------------------------- John C. Walters, Jerry K. Scheinfeldt President, Chief Executive Officer Attorney-in-Fact and Chairman of the Board, Director*
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY (Depositor) By: John C. Walters* ----------------------------------- John C. Walters, President, Chief Executive Officer and Chairman of the Board, Director*
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons and in the capacities and on the dates indicated. Glenn D. Lammey, Executive Vice President and Chief Financial Officer, Director* John C. Walters, President, Chief Executive Officer and Chairman of the Board, Director* Lizabeth H. Zlatkus, Director* *By: /s/ Jerry K. Scheinfeldt ----------------------------------- David M. Znamierowski, Executive Vice President & Chief Jerry K. Scheinfeldt Investment Officer, Director* Attorney-in-Fact Date: May 16, 2008
333-131133 EXHIBIT INDEX 1.1 Opinion and consent of Jerry K. Scheinfeldt, Assistant Vice President and Assistant General Counsel. 1.2 Consent of Deloitte & Touche LLP 1.3 Copy of Power of Attorney