Exhibit C(2)
DISTRIBUTION SERVICES AGREEMENT
This Agreement is made as of February 15, 2005 between Westport Financial
Services, L.L.C, a Delaware corporation ("Broker"), and Connecticut General
Life Insurance Company, a Connecticut corporation ("CG").
Recitals.
CG issues certain variable annuity and variable life products ("Variable
Contracts"), and has requested Broker to serve as distributor of the Variable
Contracts.
Broker has agreed to serve as the distributor of the Variable Contracts.
For good and valuable consideration, the sufficiency and receipt of which is
hereby acknowledged, and in consideration of the mutual promises, conditions,
and covenants hereinafter set forth, the parties agree as follows:
SECTION 1. DISTRIBUTION
1.1 Variable Products. Contemporaneously herewith, Broker is entering into a
Distribution Agreement (the "Variable Products Agreement") with CG on its
behalf and on behalf of certain separate accounts ("Accounts") of CG, providing
for distribution by Broker of certain variable annuity contracts and variable
life insurance policies ("Variable Products") that are funded by the Accounts.
Attached to the Variable Products Agreement as Attachment A is a list of all
Accounts and attached hereto as Exhibit 1.1.A is a list of all current types of
Variable Products. Attached hereto as Exhibit 1.1.B is a list of all
broker-dealers ("Dealers") authorized to sell Variable Products.
1.2 Compensation to Broker. For its services hereunder and under the
Variable Products Agreement, CG shall pay Broker ONE HUNDRED THIRTY FIVE
THOUSAND DOLLARS ($135,000) per year, payable in equal quarterly installments
of $33,750, in arrears, within thirty days after the end of each calendar
quarter. The quarterly installment shall be prorated for any period less than a
full calendar quarter, based on the number of days in the quarter that this
agreement was in effect.
1.3 Covered Products. It is agreed that the products that Broker shall
distribute during the term of this Agreement are limited to those identified in
the exhibits to Sections 1.1 (the "Covered Products") unless, upon CG's written
request, Broker agrees in its reasonable discretion to distribute any
additional product pursuant to the Variable Products Agreement as the case may
be.
SECTION 2. CIGNA REGISTERED REPRESENTATIVES
2.1 CIGNA RRs. Broker agrees that qualified employees of CIGNA Corporation,
the parent company of CG ("CIGNA") may become registered representatives of
Broker ("CIGNA RRs") on and after the date hereof, and Broker shall maintain
the CIGNA RRs as registered representatives of Broker. For purposes hereof,
"qualified" means that an individual (i) is not subject to any condition that
would disqualify him or her from associating with a registered broker-dealer
under applicable law or from employment with Broker under Broker policy and
(ii) is engaged in activities that require or permit him or her to be a
registered representative. Based solely on CG's representation in Section 6.4
below, Broker acknowledges that all CIGNA RRs as of the date hereof, who are
listed on Exhibit 2.1 attached hereto, are qualified as of the date hereof. If
CG desires that additional employees become CIGNA RRs, it shall give Broker
reasonable prior written notice and shall provide Broker with such information
as may be necessary for Broker to determine that they are qualified, including
without limitation such employees' completed and signed Form U-4. Broker shall
make such determination promptly in accordance with the procedures used for
Broker employees.
2.2 Locations. CIGNA RRs shall be located only at the Office of Supervisory
Jurisdiction and branch locations listed on Exhibit 2.2 attached hereto.
2.3 Names. CIGNA RRs, shall, when acting as registered representatives, be
identified in their business cards, stationery, and e-mail and other
correspondence as registered representatives of Broker. Broker hereby grants to
CG a non-transferable license to use the name Westport Financial Services,
L.L.C. in connection with the offer and sale of the products covered by the
Distribution Agreements during the term of this Agreement. In no event shall CG
use any other trademark, service ▇▇▇▇ or logo or any corporate, trade or
fictional name of Broker without Broker's prior written consent. It is further
agreed that upon termination of this Agreement, the rights and privileges of CG
to use such name, or any variation thereof, shall terminate and CG agrees
immediately thereupon to cease to use (and to cause its affiliates to cease to
use) such name.
2.4 CIGNA Employees. CIGNA RRs shall at all time be employees solely of
CIGNA and not Broker. CG shall be solely responsible for all compensation,
benefits, hiring, termination and employment policies relating to the CIGNA RRs
2.5 Covered Products. It is agreed that the activities of the CIGNA RRs,
acting in the capacity of broker-dealer registered representatives, shall be
limited exclusively to those pertaining to the offer and sale of Covered
Products, and that during the term of this Agreement they shall engage in the
offer or sale of no other securities or financial products, and shall conduct
no other activity (including without limitation financial advisory,
underwriting, private placement agent or investment banking services), the
offer or sale or conduct of which is required to be effected by a broker or
dealer registered under the Securities Exchange Act of ▇▇▇▇ (▇▇▇ "▇▇▇▇▇▇▇▇
▇▇▇"). The foregoing shall not be deemed to limit any activities of the CIGNA
RRs in their capacity as employees of CIGNA Corporation that are not required
to be conducted by a registered broker or dealer or its registered
representatives.
2.6 Facilities. It is agreed that during the term of this Agreement, CG
shall provide to Broker and the CIGNA RRs, all facilities, furniture,
equipment, supplies and services which
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CG may deem necessary for the CIGNA RRs to perform the services contemplated in
this Agreement.
SECTION 3. SUPERVISION
3.1 Supervisory Structure. The supervisory structure of the CIGNA RRs,
showing supervisory principals ("CIGNA SPs") and each CIGNA RR supervised, is
shown on Exhibit 2.1 attached hereto. For purposes of this Agreement, ▇▇▇ ▇▇▇▇
is hereby designated as the CIGNA RR who shall serve as the senior supervisory
principal (the "CIGNA SSP") to whom the other supervisory principals and,
indirectly, the other CIGNA RRs, report. CG may, with Broker's prior approval,
designate different CIGNA SPs and CIGNA SSP. ▇▇▇▇▇▇ ▇▇▇▇▇▇ is hereby designated
as the Broker supervisory principal to whom the CIGNA SSP shall report. CG
agrees that, in addition to the compliance policies and procedures referred to
in Section 4.1 below, it shall cause the activities of the CIGNA RRs to
continue to be conducted in accordance with CIGNA's business practices and
standards in effect as of the date hereof and, in addition, the CIGNA RRs shall
be required to comply with all reasonable written instructions of Broker
pertaining to their activities within the scope of this Agreement.
3.2 Supervision. The activities of the CIGNA RRS shall be diligently
supervised by the CIGNA SSP and the CIGNA SPs in accordance with the policies
and procedures of Broker and NASD Conduct Rule 3010 and other applicable law.
Without limiting the foregoing, such supervisory personnel shall conduct
meetings no less than annually with the CIGNA RRs whom they supervise, shall
review all transactions and correspondence required to be reviewed in
accordance with NASD Conduct Rule 3010 and shall ensure that the CIGNA RRs have
all training that is necessary or appropriate to sell Covered Products.
3.3 Associated Persons. Broker acknowledges that CIGNA employees who are not
CIGNA RRs may be deemed to be associated persons of Broker within the meaning
of NASD Membership and Registration Rule 1011(b). CG agrees that it shall be
solely responsible for the activities of any such associated persons, and that
the CIGNA SSP, CIGNA SPs and CIGNA RRs shall supervise their activities in
accordance with the policies and procedures of BROKER and NASD Conduct Rule
3010 and other applicable law. Upon Broker's request, CG will provide a list of
all such associated persons and cause such associated persons to be
fingerprinted. The Broker shall subsequently submit such fingerprints to the
NASD as a non-registered associate.
SECTION 4. COMPLIANCE, RECORDKEEPING, REPORTING AND LICENSING
4.1 Compliance Manual. The Broker Compliance Manual and any associated
procedures in effect as of the date hereof shall constitute the Broker
Compliance Manual and shall govern the compliance responsibilities of the CIGNA
RRs and associated persons. In the event that the Broker Compliance Manual is
amended or supplemented or Broker desires that other Broker compliance policies
be deemed applicable to the CIGNA RRs, it will be Broker's responsibility to
communicate same to the CIGNA SSP, whereupon it will be CG's responsibility to
ensure timely compliance therewith. Without limiting the foregoing, gift and
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entertainment activities of CIGNA RRs will be subject to Broker's policy and
procedure, and marketing material for Covered Products will be supplied to
Broker in advance for review and approval.
4.2 Recordkeeping. CG and Broker agree that the CIGNA RRs will be required
to prepare, maintain and preserve on behalf of Broker all records required to
be kept in accordance with the policies and procedures of Broker and the
parties further agree that:
(a) all such books, records, and reports will be prepared, maintained,
and preserved in conformity with: (a) the requirements of Section 17 of the
Exchange Act and Rules 17a-3 and 17a-4 promulgated thereunder; (b) the
requirements of such other provisions of the federal securities laws and
with rules and regulations thereunder that are applicable to the offer and
sale of the products covered by the Distribution Agreements; and (c) the
requirements of any applicable provisions of the rules and regulations of
the NASD;
(b) Upon termination of this Agreement, Broker will give CG access to and
provide (or cause to be provided) copies of all such books and records
related to the securities activities of the branches and the CIGNA RRs that
CG may reasonably request for the maintenance it its records.
Notwithstanding the above, CG shall provide the facilities to make such
copies.;
(c) CG will permit (or cause to be permitted) examination of such books
and records at any time or from time to time during business hours by
Broker, the SEC, the NASD or other regulatory agencies and Broker's
independent public accountants, and will furnish promptly to Broker or any
such regulator or accountants, true, correct, complete, and current copies
of all or any part of such books and records. CG also shall maintain its own
books and records pertaining to the offer and sale of the products covered
by the Distribution Agreement in conformity with the requirements of federal
and state laws and the rules and regulations of all appropriate regulatory
agencies and Broker shall have a right to inspect such books and records at
any time or from time to time during business hours; and
(d) In the event of any regulatory or governmental examination, inquiry,
investigation or proceeding (an "Inquiry") with respect to Broker that
relates to activities or matters subject to this Agreement, CG will
cooperate fully with Broker for purposes of preparing for and responding to
the Inquiry (including without limitation by making available personnel and
obtaining and providing documents and information) and will cooperate fully
with any requests or instructions of the relevant regulatory or governmental
authority conducting the Inquiry.
4.3 Reporting. CG shall cause to be provided to Broker on a timely basis all
information required in order to permit Broker to prepare and file FOCUS
reports and other required regulatory filings and to prepare its financial
statements. CG shall promptly notify Broker of (i) any Inquiry with respect to
Broker and (ii) any Inquiry with respect to CIGNA that relates to activities or
matters subject to this Agreement, of which CIGNA becomes aware. CG shall also
promptly notify Broker of any complaint received by CIGNA with respect to any
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CIGNA RR or a Covered Product; termination of employment of any CIGNA RR;
rejection of any application for NASD or state securities registration or
insurance licensing for any CIGNA RR; or any violation of applicable law or
regulation or Broker or Broker policy of which CIGNA becomes aware.
4.4 Licensing. CG shall provide Broker from time to time with information
concerning the activities of the CIGNA RRs sufficient to enable Broker to make,
maintain and renew the registration of each CIGNA RR with the NASD and the
state securities commission of each state wherein his or her activities require
registration, and Broker shall maintain and renew such registrations. GC shall
ensure that, at all times, each CIGNA RR who offers or sells Variable Products
is appropriately licensed to sell insurance and in good standing with the state
insurance commission of each state wherein his or her activities require
licensing. NASD and state securities registrations for CIGNA RRs shall be
effected by Broker and state insurance licensing shall be effected by CG.
Broker shall be entitled at its option to determine that NASD or state
securities registration or insurance licensing is required in a particular
case. CG agrees to provide promptly to Broker any necessary information and
CG's approval or instructions with respect to any Form U-4 or U-5 filing that
is required to be made with respect to a CIGNA RR and Broker shall be entitled
to rely thereon. Absent comment or instructions, any proposed Form U-4 or U-5
filing submitted by Broker to CG for approval shall be deemed approved ten
(10) business days after it is sent to CG.
SECTION 5. REPRESENTATIONS AND WARRANTIES OF BROKER
Broker warrants and represents as follows:
5.1 Broker is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware. Broker has all requisite
corporate power and authority to enter into and perform this Agreement and
consummate the transactions contemplated hereby. Broker is duly qualified to
transact business as a foreign corporation and is in good standing in each
jurisdiction in which the conduct of its business, or its ownership or leasing
of property, requires such qualification.
5.2 The execution and delivery of this Agreement by Broker, the performance
by it of its obligations hereunder, and the transactions contemplated hereby,
have been duly and validly authorized by all requisite corporate action on the
part of Broker. This Agreement will be a valid and binding obligation of
Broker, enforceable against Broker in accordance with its terms, except as such
enforceability may be limited by equitable principles and pursuant to
bankruptcy, insolvency and similar laws.
5.3 There is no judgment, order, injunction or decree of any court,
governmental authority or regulatory agency to which Broker is subject that
would materially and adversely affect or restrict its ability to consummate the
transactions contemplated by this Agreement.
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SECTION 6. REPRESENTATIONS AND WARRANTIES OF CG
CG represents and warrants as follows:
6.1 CG is a corporation duly organized, validly existing and in good
standing under the laws of the State of Connecticut. CG has all requisite
corporate power and authority to enter into and perform this Agreement and
consummate the transactions contemplated hereby. CG is duly qualified to
transact business as a foreign corporation and is in good standing in each
jurisdiction in which the conduct of its business, or its ownership or leasing
of property, requires such qualification.
6.2 The execution and delivery of this Agreement by CG, the performance by
it of its obligations hereunder, and the transactions contemplated hereby, have
been duly and validly authorized by all requisite corporate action on the part
of CG. This Agreement will be a valid and binding obligation of CG, enforceable
against CG in accordance with its terms, except as such enforceability may be
limited by equitable principles and pursuant to bankruptcy, insolvency and
similar laws.
6.3 There is no judgment, order, injunction or decree of any court,
governmental authority or regulatory agency to which CG is subject that would
materially and adversely affect or restrict its ability to consummate the
transactions contemplated by this Agreement.
6.4 Each CIGNA RR is qualified (as defined in Section 2.1) and is registered
and in good standing with the NASD and the state securities commission of each
state wherein his or her activities require registration. Each CIGNA RR who
offers or sells Variable Products is appropriately licensed and appointed to
sell insurance and in good standing with the state insurance commission of each
state wherein his or her activities require licensing. The Form U-4 of each
CIGNA RR is complete and up-to-date and does not contain a misstatement or omit
to state a fact necessary to make the statements made therein not misleading.
There are no outstanding restrictions on the activities of any CIGNA RR
associated persons imposed by the NASD, the SEC or any state securities or
insurance commission.
SECTION 7. INDEMNIFICATION
7.1 Indemnification by CG. CG agrees to indemnify and hold harmless Broker
and its affiliates and their directors, officers and employees at all times
from and after the date hereof against and in respect of any and all claims,
liabilities, losses, damages, assessments, judgments, costs and expenses,
including reasonable attorney's fees (but in no event consequential, punitive
or incidental damages or losses) (collectively, "Damages"), caused by,
resulting from or arising out of:
(a) actions or omissions of CG and its affiliates including without
limitation the CIGNA RRs in connection with the Distribution Agreement; or
(b) breach by CG of (i) any representation or warranty of CG under this
Agreement or (ii) any covenant or agreement made by CG herein or any
agreement entered into by CG in connection herewith (for purposes hereof,
breach of any
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representation, warranty, covenant or agreement with respect to CIGNA shall
be deemed a breach by CG); or
(c) (i) the employment, terms of employment or termination of employment
of any CIGNA RR, or (ii) any statements on the Form U-4 or U-5 of any CIGNA
RR filed with the approval or on instructions of CG.
7.2 Indemnification by Broker. Broker agrees to indemnify and hold harmless
CG and its affiliates and their directors, officers and employees harmless at
all times from and after the date hereof against and in respect of all Damages
caused by, resulting from or arising out of the following:
(a) failure of Broker to maintain its registration as a broker-dealer
with (i) the SEC or (ii) any state securities commission registration with
which is required to effect the offer and sale of the Covered Products;
(b) failure of Broker to maintain the net capital required pursuant to
SEC Rule 15c3-1;
(c) actions or omissions of Broker and its affiliates including without
limitation Broker employees in connection with the Distribution Agreements;
or
(d) breach by Broker of (i) any representation or warranty of Broker
under this Agreement or (ii) any covenant or agreement made by Broker herein
or any agreement entered into by Broker in connection herewith.
7.3 Notice to the Indemnitor. Within a reasonable period after the assertion
of any claim by a third party or occurrence of any event which may give rise to
a claim for indemnification from an indemnitor (the "Indemnitor") under this
Agreement, an indemnified party (the "Indemnified Party") shall notify the
Indemnitor in writing of such claim in a timely manner and, with respect to
claims by third parties, advise the Indemnitor whether the Indemnified Party
intends to contest same; provided, however, that an Indemnified Party's failure
to give timely notice to an Indemnitor shall not constitute a defense (in whole
or in part) to any claim for indemnification by such Indemnified Party unless,
and only to the extent that, such failure results in prejudice to the
Indemnitor.
7.4 Rights of Parties to Settle or Defend. The Indemnitor shall have the
right, at its own expense, to contest and defend against such claim. Should the
Indemnitor so elect to assume the defense of such claim, the Indemnitor shall
not be liable to the Indemnified Party for any legal expenses subsequently
incurred by the Indemnified Party while the Indemnitor continues to defend that
claim. The Indemnified Party shall make available to the Indemnitor and its
attorneys and accountants, at all reasonable times during normal business
hours, all books, records, and other documents in its possession relating to
such claim. If the Indemnitor has elected to contest such claim, the
Indemnified Party shall have the right to be represented, at all stages and at
its own expense, by counsel selected by the Indemnified Party. The party
defending any such claim shall be furnished all reasonable assistance in
connection therewith by
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the other party. If the Indemnitor chooses to defend any such claim, the
Indemnified Party will agree to any settlement, compromise or discharge of such
claim which provides solely for the payment of money damages and which the
Indemnitor may recommend and which by its terms obligates the Indemnitor to pay
the full amount of the liability in connection with such claim. If the
Indemnitor fails forthwith to defend, settle or pay any such third party claim
within ten (10) days after the Indemnitor has received written notice from the
Indemnified Party or after receiving such notification from the Indemnified
Party, the Indemnitor fails to continue to defend, settle or pay such claim,
then the Indemnified Party may take any and all reasonable action to defend or
dispose of such claim including, without limitation, the settlement or full
payment thereof upon such terms as it shall deem appropriate, in its sole
discretion.
7.5 Reimbursement. At the time that the Indemnified Party shall suffer a
loss because of a breach of any warranty, representation or covenant by the
Indemnitor or at the time the amount of any liability on the part of the
Indemnified Party under this Section is determined, the Indemnitor shall
forthwith, upon notice from the Indemnified Party, pay to the Indemnified Party
the amount of the Indemnity claim. If such amount is not paid forthwith, then
the Indemnified Party may, at its option, take legal action against the
Indemnitor for reimbursement in the amount of its indemnity claim. For purposes
hereof the Indemnity claim shall include the amounts so paid (including
reasonable attorneys' fees) and interest on the foregoing items at the rate of
the legal rate applicable to outstanding judgments in the jurisdictions
involved from the date the obligation is due from the Indemnitor to the
Indemnified Party as hereinabove provided, until the Indemnity claim shall be
paid.
7.6 Limitations on Indemnification. No indemnification claim may be made by
any Indemnified Party under this Agreement until the aggregate amount of all
bona fide indemnifiable claims of such Indemnified Party against any applicable
Indemnitor exceeds $25,000, in which event the Indemnified Party may assert
indemnification claims hereunder in respect of all Damages (including Damages
in respect of the first $25,000 in Damages incurred). In the case of a class
action suit, the claims of the class shall be aggregated for purposes hereof.
Notwithstanding the foregoing, all amounts required to be paid by CIGNA
pursuant to Section 1.3 of this Agreement shall be payable on demand when and
as they arise and without regard to the foregoing threshold.
7.7 Other Agreements. The provisions of this Agreement with respect to
indemnification shall be in addition to and shall not limit or otherwise affect
the interpretation or operation of the provisions of any other agreement to
which CIGNA and Broker are parties, including without limitation:
(i) Section 10 of the Variable Products Agreement and (ii) Article VII of the
Purchase Agreement.
SECTION 8. CONTENTS OF AGREEMENT
This Agreement and the agreements referred to herein set forth the entire
understanding of the parties hereto with respect to the transactions
contemplated hereby. This Agreement shall not be amended except by a written
instrument duly executed by each of the parties hereto. Any and all previous
agreements and understandings between or among the parties regarding the
subject matter hereof, whether written or oral, are superseded by this
Agreement.
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SECTION 9. ASSIGNMENT AND BINDING EFFECT
This Agreement may not be assigned by any party hereto without the prior
written consent of each other party hereto. All of the terms and provisions of
this Agreement shall be binding upon and inure to the benefit of and be
enforceable by the respective successors and assigns of the parties hereto.
SECTION 10. TERM OF AGREEMENT
This Agreement shall remain in effect until (i) CG elects to terminate this
Agreement upon at least ten (10) days' prior written notice to Broker or
(ii) termination of the Variable Products Agreement in accordance with the
terms thereof. Notwithstanding termination, Sections 4.2, 4.3 and 7 of this
Agreement shall survive such termination and shall remain in effect for five
(5) years.
SECTION 11. WAIVER
Any term or provision of this Agreement may be waived at any time by the
party entitled to the benefit thereof by a written instrument duly executed by
such party.
SECTION 12. NOTICES
Any notice, request, demand, waiver, consent, approval, or other
communication which is required or permitted to be given to any party hereunder
shall be in writing and shall be deemed given only if: (i) delivered to the
party personally or sent to the party by telegram, by overnight courier service
or by registered or certified mail (return receipt requested), with postage and
registration or certification fees thereon prepaid, addressed to the party at
its address set forth below; or (ii) telecopied or e-mailed if confirmed in
writing within three (3) days of transmission:
If to CG:
Connecticut General Life Insurance Company
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: [ ]
Fax: (860) [ ]
If to Broker:
Westport Financial Services, L.L.C.
▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: [ ]
Fax: (203) [ ]
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or to such other address or person as any party may have specified in a notice
duly given to the other party as provided herein. Such notice, request, demand,
waiver, consent, approval or other communication will be deemed to have been
given as of the date so delivered, telegraphed, telecopied or e-mailed, or
three days after the date so mailed.
SECTION 13. SEVERABILITY
If any provision of this Agreement, or the application thereof to any person
or entity or any circumstance, is invalid or unenforceable, (i) a suitable and
equitable provision shall be substituted therefor in order to carry out, so far
as may be valid and enforceable, the intent and purpose of such invalid or
unenforceable provision, and (ii) the remainder of this Agreement and the
application of such provision to other persons, entities or circumstances shall
not be affected by such invalidity or unenforceability, nor shall such
invalidity or unenforceability affect the validity or enforceability of such
provision, or the application thereof, in any other jurisdiction.
SECTION 14. GOVERNING LAW
This Agreement shall be governed by and interpreted and enforced in
accordance with the laws of the State of Connecticut as applied to contracts
made and fully performed in such state, without regard to its conflict of laws
provisions.
SECTION 15. NO BENEFIT TO OTHERS
The representations, warranties, covenants and agreements contained in this
Agreement are for the sole benefit of the parties hereto and their respective
affiliates, successors and assigns and they shall not be construed as
conferring, and are not intended to confer, any rights on any other persons.
SECTION 16. SECTION HEADINGS
All section headings are for convenience only and shall in no way modify or
restrict any of the terms or provisions hereof.
SECTION 17. COUNTERPARTS
This Agreement, any other agreement specified herein and any certificates
specified herein may be executed in two or more counterparts, each of which
shall be deemed an original, and each of CG and Broker may become a party
hereto by executing a counterpart hereof. This Agreement and any counterpart so
executed shall be deemed to be one and the same instrument. It shall not be
necessary in making proof of any counterpart hereof to produce or account for
any of the other counterparts.
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In Witness Whereof, the parties hereto, intending to be legally bound
hereby, have duly executed this Agreement on the date first above written.
CONNECTICUT GENERAL LIFE INSURANCE COMPANY
By: /s/ ▇▇▇ ▇▇▇▇
---------------------------------------
Name: ▇▇▇ ▇▇▇▇
Title: Vice President
WESTPORT FINANCIAL SERVICES, L.L.C.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President
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EXHIBIT 1.1A
Privately Placed Variable Universal Life - Group
Privately Placed Variable Universal Life - Individual
Privately Placed Variable Annuity - Individual (settlement option only)
Registered Variable Universal Life - Individual
Registered Variable Universal Life - Group
EXHIBIT 1.1B
List of COLI Dealers
American General Securities, Inc....................................... 133871
Aon Consulting, Inc.................................................... 127053
AXA Network, LLC....................................................... 127365
Bysis.................................................................. 116147
▇▇▇▇▇▇ ▇▇▇▇▇▇ Securities, Inc.......................................... 048889
▇▇▇▇▇▇/▇▇▇▇▇▇ Financial Services, Inc.................................. 133984
CMS Investment Resources, Inc.......................................... 136282
CRG Financial Services................................................. ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ Bank Securities, Inc.......................................... 103904
Eneric Financial Services.............................................. 131614
First Heartland Capital, Inc........................................... 049196
Franklin Financial Services Corporation................................ 119492
FSC Securities Corporation............................................. 131533
Huntleigh Securities Corporation....................................... 132359
Jefferson Pilot........................................................ 128708
▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ Securities, Inc...................................... 016604
Lincoln Financial Advisors Corp........................................ 049988
M Holding Securities, Inc.............................................. 129217
MAG Financial, Inc..................................................... ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ Management Company......................................... 137806
MAP Securities, Inc.................................................... 127848
▇▇▇▇▇ & McLennan Securities Corporation................................ 049652
▇▇▇▇▇ Insurance & Investments Corporation.............................. 133208
MCG Equities LLC....................................................... 046873
Mecklenburg Securities Corp............................................ 049186
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇.................................... 136204
MML Investors Services, Inc............................................ 123087
Multi-Financial Securities............................................. 135425
Mutual Services Corporation............................................ 047596
▇▇▇▇▇▇ & ▇▇▇▇▇ Securities, Inc......................................... 013705
New England Securities................................................. 135141
Newport Group Securities............................................... 119229
NFP Securities, Inc.................................................... 135531
Northwestern Mutual Investment Services, LLC........................... 135723
▇▇▇▇▇▇▇ Security Advisors Corp......................................... 130831
One Securities Corp.................................................... 017173
Pro Equities, Inc...................................................... ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ Securities Incorporated..................................... 135057
▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Co. Inc................................................ 122330
▇▇▇▇▇▇▇▇ & Associates Securities Corporation........................... 048810
TBG Financial & Insurance Services Group............................... 134571
The Leaders Group...................................................... 122791
Westminster Financial Securities, Inc.................................. 137308
Westport Financial Services............................................ 049903
EXHIBIT 2.1
CIGNA Registered Representatives
Last Name First Name Department City State Supervisor
--------- ---------- ---------- --------- ----- ----------
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ COLI Hartford CT ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇ COLI Hartford CT ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇ COLI Hartford CT ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ COLI Hartford CT ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ COLI Hartford CT ▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇ GVUL Bethlehem PA ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ GVUL Bethlehem PA ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇▇▇
▇▇▇▇▇-▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ GVUL Bethlehem PA ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇ GVUL Bethlehem PA ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇▇▇
EXHIBIT 2.2
Location of Office of Supervisory Jurisdiction and Branch Offices
Office of Supervisory Jurisdiction
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Branch Offices
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇