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
and the Variable Products Agreement were 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 xxxx 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 0000 (xxx "Xxxxxxxx Xxx"). 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 CG may deem necessary for the CIGNA RRs to perform
the services contemplated in this Agreement.
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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, Xxx Xxxx
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. Xxxxxx Xxxxxx 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
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.
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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
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
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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.
SECTION 6. REPRESENTATIONS AND WARRANTIES OF CG
CG represents and warrants as follows:
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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
000 Xxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Attn: Investment Law Department
Fax: (000) 000.0000
If to Broker:
Westport Financial Services, L.L.C.
00 Xxx Xxxxxxxxx Xxxx
Xxxxx 0
Xxxxxxx, XX 00000
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/ Xxx Xxxx
Name: Xxx Xxxx
Title: Vice President
WESTPORT FINANCIAL SERVICES, L.L.C.
By: /S/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
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
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American General Securities, Inc. 133871
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Aon Consulting, Inc. 127053
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AXA Network, LLC 127365
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Bysis 116147
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Xxxxxx Xxxxxx Securities, Inc. 048889
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Xxxxxx/Xxxxxx Financial Services, Inc. 133984
---------------------------------------------------------------
CMS Investment Resources, Inc. 136282
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CRG Financial Services 022212
---------------------------------------------------------------
Deutsche 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
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Xxxxxxx & Xxxxxxx Securities, Inc. 016604
---------------------------------------------------------------
Lincoln Financial Advisors Corp. 049988
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M Holding Securities, Inc. 129217
---------------------------------------------------------------
MAG Financial, Inc. 048499
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Main Street Management Company 137806
---------------------------------------------------------------
MAP Securities, Inc. 127848
---------------------------------------------------------------
Xxxxx & McLennan Securities Corporation 049652
---------------------------------------------------------------
Xxxxx Insurance & Investments Corporation 133208
---------------------------------------------------------------
MCG Equities LLC 046873
---------------------------------------------------------------
Mecklenburg Securities Corp. 049186
---------------------------------------------------------------
Xxxxxxx Xxxxx Xxxxxx Xxxxxx & Xxxxx 136204
---------------------------------------------------------------
MML Investors Services, Inc. 123087
---------------------------------------------------------------
Multi-Financial Securities 135425
---------------------------------------------------------------
Mutual Services Corporation 047596
---------------------------------------------------------------
Xxxxxx & Xxxxx Securities, Inc. 013705
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New England Securities 135141
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Newport Group Securities 119229
---------------------------------------------------------------
NFP Securities, Inc. 135531
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Northwestern Mutual Investment Services, LLC 135723
---------------------------------------------------------------
Xxxxxxx Security Advisors Corp 130831
---------------------------------------------------------------
One Securities Corp. 017173
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Pro Equities, Inc. 128718
---------------------------------------------------------------
Prudential Securities Incorporated 135057
---------------------------------------------------------------
Xxxxxx X. Xxxxx Co. Inc. 122330
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Xxxxxxxx & Associates Securities Corporation 048810
---------------------------------------------------------------
TBG Financial & Insurance Services Group 134571
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The Leaders Group 122791
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Westminster Financial Securities, Inc. 137308
---------------------------------------------------------------
Westport Financial Services 049903
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EXHIBIT 2.1
CIGNA Registered Representatives
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Last Name First Name Department City State Supervisor
------------------------------------------------------------------------------------
Xxxxxxxxx Xxxxxx COLI Hartford CT Xxxxxx Xxxxxxxxx
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Xxxx Xxx COLI Hartford CT Xxxxxx Xxxxxx
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Xxxxx Xxxxx COLI Hartford CT Xxxxxx Xxxxxxxxx
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Xxxxxxx Xxxxxx COLI Hartford CT Xxxxxx Xxxxxxxxx
------------------------------------------------------------------------------------
Xxxxxxxxx Xxxxxx COLI Hartford CT Xxx Xxxx
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Xxxxx Xxxxx GVUL Bethlehem PA Xxxxxxxx Xxxxx-Xxxxxxxx
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Xxxxxxx Xxxxxxxxx GVUL Bethlehem PA Xxxxxxxx Xxxxx-Xxxxxxxx
------------------------------------------------------------------------------------
Xxxxx-Xxxxxxxx Xxxxxxxx GVUL Bethlehem PA Xxx Xxxx
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Xxxxxx Xxxxx GVUL Bethlehem PA Xxxxxxxx Xxxxx-Xxxxxxxx
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EXHIBIT 2.2
Location of Office of Supervisory Jurisdiction and Branch Offices
Office of Supervisory Jurisdiction
000 Xxxxxxxx Xxxxxx, Xxxxxxxx, XX 00000
Branch Offices
0000 Xxxxxxxx Xxxxxx, Xxxxxxxxxxxx, XX 00000
0000 Xxxxxx Xxxxxx Xxxxxxx, Xxxxxxxxx, XX 00000
000 Xxxxxxx Xxxxx Xxxx, Xxxxxxxxxx, XX 00000
