Nutmeg

Nutmeg Securities Ltd Business Continuity Planning

Nutmeg Securities Ltd has developed a Business Continuity Plan on how we will respond to events that significantly disrupt our business. Since the timing and impact of disasters and disruptions is unpredictable, we will have to be flexible in responding to actual events as they occur. With that in mind, we are providing you with this information on our business continuity plan.

Contacting Us – If after a significant business disruption you cannot contact us as you usually do at 800-288-5513, you should call our alternative number 203-255-3838 or go to our web site at www.nutmegsecurities.com for information. If you cannot access us through either of those means, you should contact our clearing firm, Pershing, www.pershing.com/about.htm or call 201-413-3635 for recorded instructions. If you cannot access the instructions from the website or the previously noted telephone number, Pershing may be contacted at 213-624-6100 extension 500 as an alternate telephone number for recorded instructions.

Our Business Continuity Plan – We plan to quickly recover and resume business operations after a significant business disruption and respond by safeguarding our employees and property, making a financial and operational assessment, protecting the firm’s books and records, and allowing our customers to transact business. In short, our business continuity plan is designed to permit our firm to resume operations as quickly as possible, given the scope and severity of the significant business disruption.

Our business continuity plan addresses: data back up and recovery; all mission critical systems; financial and operational assessments; alternative communications with customers, employees, and regulators; alternate physical location of employees; critical supplier, contractor, bank and counter-party impact; regulatory reporting; and assuring our customers prompt access to their funds and securities if we are unable to continue our business.

Our clearing firm, Pershing, backs up our important records in a geographically separate area. While every emergency situation poses unique problems based on external factors, such as time of day and the severity of the disruption, we have been advised by our clearing firm that its objective is to restore its own operations and be able to complete existing transactions and accept new transactions and payments within four hours. Your orders and requests for funds and securities could be delayed during this period. This recovery objective may be

negatively affected by the unavailability of external resources and circumstances beyond our control. Also, instructions to our clearing firm, Pershing, must be in writing and transmitted via facsimile (201)-413-5368 or postal service as follows:

Pershing LLCP.O. Box 2065

Jersey City, New Jersey 07303-2065

Varying Disruptions – Significant business disruptions can vary in their scope, such as only our firm, a single building housing our firm, the business district where our firm is located, the city where we are located, or the whole region. Within each of these areas, the severity of the disruption can also vary from minimal to severe. In a disruption to only our firm or a building housing our firm, we will transfer our operations to a local site when needed and expect to recover and resume business within 24 hours. In a disruption affecting our business district, city, or region, we will transfer our operations to a site outside of the affected area, and expect to recover and resume business within 48 hours. In either situation, we plan to continue in business, transfer operations to our clearing firm if necessary, and notify you through our web site www.nutmegsecurties.com or our customer number, 800-288-5513. If the significant business disruption is so severe that it prevents us from remaining in business, we will assure our customer’s prompt access to their funds and securities by directing you to contact our clearing firm directly.

For more information – If you have questions about our business continuity planning, you can contact us at:

Nutmeg Securities Ltd1960 Bronson Road

Building TwoFairfield, CT 06824

[email protected]

proprietary and confidential 2

Nutmeg Securities Ltd Business Continuity Plan (BCP)

I. Emergency Contact Persons

Our firm’s two emergency contact persons are:

Mathew Rochlin Office: 203-255-3838Home: 203-256-1437VT Home: 802-325-2501Cell: 203-7639326EMAIL: [email protected] alternate [email protected]

Marissa SantangeloOffice: 203-255-3838Home: 203-856-5702Cell: 203-856-5702EMAIL: [email protected] alternate [email protected]

These names will be updated in the event of a material change, and our Executive Representative will review them within 17 business days of the end of each quarter.

Rule: NASD Rule 3520.

proprietary and confidential 3

II. Firm Policy

Our firm’s policy is to respond to a Significant Business Disruption (SBD) by safeguarding employees’ lives and firm property, making a financial and operational assessment, quickly recovering and resuming operations, protecting all of the firm’s books and records, and allowing our customers to transact business. In the event that we determine we are unable to continue our business, we will assure customers prompt access to their funds and securities.

A. Significant Business Disruptions (SBDs)

Our plan anticipates two kinds of SBDs, internal and external. Internal SBDs affect only our firm’s ability to communicate and do business, such as a fire in our building. External SBDs prevent the operation of the securities markets or a number of firms, such as a terrorist attack, a city flood, or a wide-scale, regional disruption. Our response to an external SBD relies more heavily on other organizations and systems, especially on the capabilities of our clearing firms.

B. Approval and Execution Authority

Marissa Santangelo, Chief Compliance Officer is responsible for approving the plan and for conducting the required annual review. Mathew Rochlin, President has the authority to execute this BCP.

C. Plan Location and Access

Our firm will maintain copies of its BCP plan and the annual reviews, and the changes that have been made to it for inspection at each branch office location. An electronic copy of our plan is located on Nutmeg’s server in the Compliance folder .

III. Business Description

Our firm conducts business in equity, fixed income, and derivative securities. Our firm is an introducing firm and does not perform any type of clearing function for itself or others. Furthermore, we do not hold customer funds or securities. We accept and enter orders. All transactions are sent to our clearing firms, which executes our orders, compares them, allocates them, clears and settles them. Our clearing firm also maintains our customers’ accounts, can grant customers access to them, and delivers funds and securities. Our firm services retail and institutional customers.

proprietary and confidential 4

Our clearing firm is:

Pershing LLCPO Box 2065Jersey City, NJ

TEL: 800-443-4342 or 201-413-4017Contact: Lauren DeAngelis, [email protected] Webpage: www.pershing.com

:

IV. Office Locations

Office Locations 

   Office Location #1 Head Office - Nutmeg Securities Ltd Our Location #1 Office is located at 1960 Bronson Road, Building Two, Fairfield, CT 06854. Its main telephone number is 800-288-5513. Our employees may travel to that office by means of foot, car, train, and taxi. We engage in order taking and entry at this location. 

    Office Location #2 - Nutmeg Securities Ltd Our Location #2 Office is located at 1333 Broadway, 6th Floor Suite 622, New York, NY  10018. Its main telephone number is 888-640-1007. Our employees may travel to that office by means of foot, car, train, and taxi. We engage in order taking and entry at this location. 

   Office Location #3- Nutmeg Securities Ltd Our Location #3 is located at One Financial Place, 440 S. LaSalle St, 4th Floor, Chicago, IL  60605. Its main telephone number is 800-444-0603. Our employees may travel to that office by means of foot, car, train, and taxi. We engage in order taking and entry at this location. 

   Office Location #4 – Future Benefits proprietary and confidential 5

Our Location #4 is located at 1781 Highland Ave, Suite 205, Cheshire, CT  06410. Its main telephone number is 800-272-4745. Our employees may travel to that office by means of foot, car, train, and taxi. We engage in order taking and entry at this location. 

   Office Location #5 – Heritage Benefits Consultants  Our Location #5 is located at 680 Main Street Water Town, CT  06795 and 10 Water Street, Mystic, CT  06355. Its main telephone number is 860-945-6043. Our employees may travel to that office by means of foot, car, train, and taxi. We engage in order taking and entry at this location.

    Office Location #6 – Spectrum Financial Strategies, Inc.

 Our Location #6 is located at 2764 Whitney Ave, Second Floor, Hamden, CT  06518. Its main telephone number is 203-248-8587. Our employees may travel to that office by means of foot, car, train, and taxi. We engage in order taking and entry at this location. 

   Office Location #7 – Advisors One, LLC Our Location #7 is located at 153 South Main Street, Newtown, CT  06470. Its main telephone number is 203-270-7700. Our employees may travel to that office by means of foot, car, train, and taxi. We engage in order taking and entry at this location.  

      Office location #8 - Nutmeg Securities Ltd Our office Location #8 is located at 553 Monarch Ridge Drive, Walnut Creek, CA  94597. Its main telephone number is 888-872-3757. Our employees may travel to that office by means of foot, car, train, and taxi. We engage in order taking and entry at this location. 

Office Location # 9 - Nutmeg Securities Ltd Our Office Location #9 is located at 1855 Olympic Blvd, Suite 165, Walnut Creek, CA  94596. Its main telephone number is 800-299-5568. Our employees may travel to that office by means of foot, car, train, and taxi. We engage in order taking and entry at this location. 

Office Location #10 - Nutmeg Securities Ltd

proprietary and confidential 6

 Our Office location #10 is located at One Turks head Place, Suite 203, Providence, RI  02903. Its main telephone number is 888-211-6886. Our employees may travel to that office by means of foot, car, train, and taxi. We engage in order taking and entry at this location.  

.  Office Location # 11– Nutmeg Securities Ltd Our Office Location #11 is located at 147 East Road, Alford, MA  01266. Its main telephone number is 888-862-7407. Our employees may travel to that office by means of foot, car, train, and taxi. We engage in order taking and entry at this location.  

    Office Location # 12 – Freedom Financial  Our Office Location # 12 is located at 859 Tunxis Hill Road, Fairfield, CT  06825. Its main telephone number is 203-333-7915. Our employees may travel to that office by means of foot, car, train, and taxi. We engage in do not order taking and entry at this location. 

   Office Location # 13 – Metro Pension Analysts Ltd. Our Office Location # 17 is located at 2235 Corte Cicuta, Carlsbad, and CA 92009. Its main telephone number is 760-635-3850. Our employees may travel to that office by means of foot, car, train, and taxi. We do not engage in order taking and entry at this location. Our Office Location #19 is located at 24 Thorpe Street, Fairfield, CT  06824. Its main telephone number is 203-259-4004. Our employees may travel to that office by means of foot, car, train, and taxi. We do not engage in order taking and entry at this location.     

Office Location #14 – Advanced Benefit Strategies Our Office Location 14 is located at 30 Mill Street, Unionville, CT  06085. Its main telephone number is 860-675-4227. Our employees may travel to that office by means of foot, car, train, and taxi. We do not engage in order taking and entry at this location. 

proprietary and confidential 7

   Office Location #15 - Nutmeg Securities Ltd Our Office Location #15 is located at 2335 Diamond J Place, Reno, NV  89511. Its main telephone number is 775-829-1793. Our employees may travel to that office by means of foot, car, train, and taxi. We engage in order taking and entry at this location. 

Office Location #16 – Nutmeg Securities Ltd Our Office Location #16 is located at 7 Academy Street, Salisbury, CT  06068. Its main telephone number is 800-750-8867. Our employees may travel to that office by means of foot, car, train, and taxi. We do not engage in order taking and entry at this location. 

    Office Location # 17- Nutmeg Securities Ltd Our Office Location #26 is located at 20 Juniper Place, Wilton, CT  06897. Its main telephone number is 203-761-1502. Our employees may travel to that office by means of foot, car, train, and taxi. We do not engage in order taking and entry at this location.              Office Location #18 - Nutmeg Securities Ltd Our Office Location # 18is located at 504 Pleasant Street, Somerset, MA  02726. Its main telephone number is 508-646-3783.  Our employees may travel to that office by means of foot, car, train, and taxi. We do not engage in order taking and entry at this location.              

Office Location # 19 - Nutmeg Securities Ltd Our Office Location # 19 is located at 132 Bacon Road, Roxbury, CT  06783. Its main telephone number is 860-354-1105. Our employees may travel to that office by means of foot, car, train, and taxi. We do not engage in order taking and entry at this location. 

Office Location # 20- Nutmeg Securities Ltd 

proprietary and confidential 8

Our Office Location #31 is located at 1821 Mooring Line Drive, Apt 2A, Vero Beach, FL  32963. Its main telephone number is 772-492-0537. Our employees may travel to that office by means of foot, car, train, and taxi. We do not engage in order taking and entry at this location. 

Office Location # 21– Nutmeg Securities Ltd Our Office Location #21 is located at 5 Deer Run Circle, S. Londonderry, VT  05155. Its main telephone number 802-824-8184. Our employees may travel to that office by means of foot, car, train, and taxi. We do not engage in order taking and entry at this location.  V. Alternative Physical Location(s) of Employees

In the event of an SBD, we will move our staff from affected offices to the closest of our unaffected office locations. If none of our other office locations is available to receive those staff, we will move them to our back up site located at 135 Redding Road, Easton CT main telephone number is 203-256-1437.

Rule: NASD Rule 3510(c)(6).

VI. Customers’ Access to Funds and Securities

. Our firm does not maintain custody of customers’ funds or securities, which are maintained at our clearing firms: Pershing LLC .In the event of an internal or external SBD, if telephone service is available, our registered persons will take customer orders or instructions and contact our clearing firm on their behalf, and if our Web access is available, our firm will post on our Web site that customers may access their funds and securities by contacting available functional office locations .Alternate methods will be posted if required, such as directions to telephone, or if unavailable, use email, facsimile or other method to contact the clearing firm directly. The firm will make this information available to customers through its disclosure policy.

If SIPC determines that we are unable to meet our obligations to our customers or if our liabilities exceed our assets in violation of Securities Exchange Act Rule 15c3-1, SIPC may seek to appoint a proprietary and confidential 9

trustee to disburse our assets to customers. We will assist SIPC and the trustee by providing our books and records identifying customer accounts subject to SIPC regulation.

Rules: NASD Rule 3510(a); Securities Exchange Act Rule 15c3-1; 15 U.S.C. 78eee (2003).

VII. Data Back-Up and Recovery (Hard Copy and Electronic)

Our firm maintains its primary hard copy books and records and its electronic records at 1960 Bronson Road, Fairfield, CT 06824. Dale Brown, Office Manager, 203-255-3838 is responsible for the maintenance of these books and records. Many primary records are transmitted to our clearing firm and are retrievable .Our firm maintains other documents and forms that are not transmitted to our clearing firm which are listed on Exhibit A, attached.

Our firm maintains its back-up hard copy books and records. These records may be in paper or electronic format. Dale Brown, Office Manager, 203-255-3838 is responsible for the maintenance of these back-up books and records. Our firm backs up its paper records by copying and taking them to our back-up site. Electronic records are backed up by tape drive, which is taken to our back up site daily.

In the event of an internal or external SBD that causes the loss of our paper records, we will physically recover them from our back-up site. If our primary site is inoperable, we will continue operations from our back-up site or an alternate location. For the loss of electronic records, we will either physically recover the storage media or electronically recover data from our back-up site, or, if our primary site is inoperable, continue operations from our back-up site or an alternate location.

Rule: NASD Rule 3510(c) (1).

VIII. Financial and Operational Assessments

A. Operational Risk

proprietary and confidential 10

In the event of an SBD, we will immediately identify what means will permit us to best communicate with our customers, employees, critical business constituents, critical banks, critical counter-parties, and regulators. Although the effects of an SBD will determine the means of alternative communication, the communications options we will employ will include our website, telephone voicemail, regular telephone and secure email. In addition, we will retrieve our key activity records as described in the section above, Data Back-Up and Recovery (Hard Copy and Electronic).

Rules: NASD Rules 3510(c)(3) & (f)(2).

B. Financial and Credit Risk

In the event of an SBD, we will determine the value and liquidity of our investments and other assets to evaluate our ability to continue to fund our operations and remain in capital compliance. We will contact our clearing firm, critical banks, and investors to apprise them of our financial status. If we determine that we may be unable to meet our obligations to those counter-parties or otherwise continue to fund our operations, we will request additional financing from our bank or other credit sources to fulfill our obligations to our customers and clients. If we cannot remedy a capital deficiency, we will file appropriate notices with our regulators and immediately take appropriate steps, including appropriate notification and release of relevant information to all interested parties.

Rules: NASD Rules 3510(c)(3), (c)(8) & (f)(2).

IX. Mission Critical Systems

Our firm’s “mission critical systems” are those that ensure prompt and accurate processing of securities transactions, including order taking, entry, execution, comparison, allocation, clearance and settlement of securities transactions, the maintenance of customer accounts, access to customer accounts, and the delivery of funds and securities. More specifically, these systems include:

MASLOW : Electronic trading systemNETXPRO : Pershing proprietary trading/client account information system

We have primary responsibility for establishing and maintaining our business relationships with our customers and have sole responsibility for our mission critical functions of order taking and entry and execution. Our clearing firm provides, through contract, the comparison, allocation, clearance and

proprietary and confidential 11

settlement of securities transactions, the maintenance of customer accounts, access to customer accounts, and the delivery of funds and securities.

Our clearing firm contracts provide that our clearing firms will maintain business continuity plans and the capacity to execute those plans. Our clearing firm represents that they will advise us of any material changes to its plan that might affect our ability to maintain our business [and presented us with an executive summary of such plans, which are attached]. In the event our clearing firm executes its plan, it represents that it will notify us of such execution and provides us equal access to services as its other customers. If we reasonably determine that our clearing firm has not or cannot put its plan in place quickly enough to meet our needs, or is otherwise unable to provide access to such services, our clearing firm represents that it will assist us in seeking services from an alternative source.

Our clearing firm represents that they back up our records at alternate remote sites. Our clearing firm represent that they operate a back-up operating facility in a geographically separate area with the capability to conduct the same volume of business as its primary site. Our clearing firm has also confirmed the effectiveness of its back-up arrangements to recover from a wide scale disruption by testing (and it has confirmed that it tests its back-up arrangements every quarter at Pershing).

Recovery-time objectives provide concrete goals to plan for and test against. They are not, however, hard and fast deadlines that must be met in every emergency situation, and various external factors surrounding a disruption, such as time of day, scope of disruption, and status of critical infrastructure—particularly telecommunications—can affect actual recovery times. Recovery refers to the restoration of clearing and settlement activities after a wide-scale disruption; resumption refers to the capacity to accept and process new transactions and payments after a wide-scale disruption. Our clearing firm has the following SBD recovery times and resumption objectives: recovery time period of 4 hours at Pershing and resumption time of four hours at Pershing.

A. Our Firm’s Mission Critical Systems

1. Order Taking

Currently, our firm receives orders from customers via telephone/fax/ electronically or in person visits by the customer. During an SBD, either internal or external, we will continue to take orders through any of these methods that are available and reliable, or in addition, as communications permit, we will inform our customers what alternatives they have to send their orders to us. Customers will be informed of alternatives by voicemail, webpage notification (www.nutmegsecurities.com ) email or telephone. If necessary, we will advise our customers to place orders directly with our clearing firm at proprietary and confidential 12

Pershing LLCP.O. Box 2065Jersey City NJ 07303Tel: 201-413-3635Alternate: 213-624-6100 extension 500Facsimile: 201-413-413-5368

2. Order Entry

Currently, our firm enters orders by recording them on paper and electronically and by sending them to our clearing firms electronically or telephonically. Additionally, we may place customer orders through MASLOW electronic trading system. We have contacted MASLOW and were told that, under its BCP, we can expect resumption of trading ability within one business day (BCP Plan questionnaire attached).

In the event of an internal SBD, we will enter and send records to our clearing firm by the fastest alternative means available, which include telephone, email, facsimile, US Post or messenger service. In the event of an external SBD, we will maintain the order in electronic or paper format, and deliver the order to the clearing firm by the fastest means available when it resumes operations. In addition, during an internal SBD, we may need to refer our customers to deal directly with our clearing firm for order entry.

3. Order Execution

We currently execute orders by use of trading systems described above; these systems depend on the functionality of clearing firms. In the event of an internal SBD, we would temporarily relocate our staff to the nearest office location with the equipment necessary to perform trade execution functions (see office location list above). In the event of an external SBD, we would move employees to the respective closest functioning office location, if none was available we would transfer key staff to the Easton back-up site and if none of these options were feasible we would direct clients to place orders directly with our clearing firms by use of all available means (email, webpage notification, telephone, US post).

4. Other Services Currently Provided to Customers

In addition to those services listed above in this section we also sell mutual funds and some annuity products. In the event of an internal SBD, we would rely on the methods described above to continue proprietary and confidential 13

to perform these functions. In the event of an external SBD, we would rely upon the methods described above and if deemed necessary advise clients by webpage, voicemail, telephone or US POST to contact their respective clearing firm/mutual fund/insurance company directly to ensure they are able to transact business and have access to funds.

B. Mission Critical Systems Provided by Our Clearing Firm

Our firm relies, by contract, on our clearing firm to provide order execution, order comparison, order allocation, and the maintenance of customer accounts, delivery of funds and securities, and access to customer accounts.

Rules: NASD Rules 3510(c) & (f)(1).

X. Alternate Communications Between the Firm and Customers, Employees, and Regulators

A. Customers

We now communicate with our customers using the telephone, e-mail, our Web site, fax, U.S. mail, and in person visits at our firm. In the event of an SBD, we will assess which means of communication are still available to us, and use the means closest in speed and form (written or oral) to the means that we have used in the past to communicate with the other party. For example, if we have communicated with a party by e-mail but the Internet is unavailable, we will call them on the telephone and follow up where a record is needed with paper copy in the U.S. mail.

Rule: NASD Rule 3510(c)(4).

B. Employees

We now communicate with our employees using the telephone, e-mail, and in person. In the event of an SBD, we will assess which means of communication are still available to us, and use the means closest in speed and form (written or oral) to the means that we have used in the past to communicate

proprietary and confidential 14

with the other party. We will also employ a call tree so that senior management can reach all employees quickly during an SBD. The call tree includes all staff home and office phone numbers. We have identified persons, noted below, who live near each other and may reach each other in person:

The person to invoke use of the call tree is: Mathew Rochlin

Caller Call RecipientsMatthew Rochlin Marissa Santangelo

Cathy Mayberry  Dale Brown    Marissa Santangelo Christina Alvarado  Richard Salter   Bob Mahoney  Fran Turiano  Richard Brown  Robert Delbuono   Cathy Mayberry Shaneka Shuler  Evelyn Conejo  Tina Mauro 

   Dale Brown Hans Kummerfeld  Tim Manning  Tom Doyle  Tom Hiten  Mark Kennedy  Andrew Harris

  Ray Mastro  Barbara Dunlap  Patricia Weber  Steve Bliss    DJ Geils

proprietary and confidential 15

   Rich Mahoney  Steve Marchese  Bryan Bogen  Ed Perry

Rocco Marciano             

Caller Call RecipientsChristina Alvarado Eileen McEntyre

Dan Hornbuckle  Andrew Schopick  Jean Orr  Peter Labe  Tony Hoag  Dan Haines      

     Tom Hiten Kevin Grenham  Steve Repka  William Doran

proprietary and confidential 16

  John Donadio  Phil Coco

   Bryan Bogen Vincent Falade   Ed Perry John Aitken

Louis RagostaKristen CambioJohn Aitken

Rule: NASD Rule 3510(c)(5).

C. Regulators

We are currently members of the following SROs:

MSRB703-797-66001900 Duke StreetSuite 600Alexandria, VA 22314

NASD617-532-3400617-451-3524 Fax

proprietary and confidential 17

99 High StreetSuite 900Boston, MA 02110George Malley

SEC617-454-590073 Tremont StreetSuite 600Boston, MA 02108Marc [email protected]

State Of Connecticut860-240-8245260 Constitution PlazaHartford, CT 06103Salvatore [email protected]

We are also responsible for reporting to the following State Regulators as we conduct business in these States;

AlabamaSecurities Commission 770 Washington Avenue Suite 570 Montgomery, AL 36130-4700 (334) 242-2984     (800) 222-1253 (334) 242-0240 (Fax) [email protected] www.asc.state.al.us/

Joseph P. Borg, Esq. Director

proprietary and confidential 18

(334) 242-2386 [email protected]

AlaskaDept. of Community and Economic Dev. Div. of Banking, Securities & CorporationsState Office Building 150 Third Street, Room 217 Juneau, AK 99811-0807

P.O. Box 110807Juneau, AK 99811-0807(907) 465-2521(907) 465-2549 (Fax)www.dced.state.ak.us/bsc/secur.htm

Mark R. [email protected]

ArizonaCorporation CommissionSecurities Division1300 West Washington StreetThird FloorPhoenix, AZ 85007(602) 542-4242(602) 594-7470 (Fax)[email protected] www.ccsd.cc.state.az.us/

Matthew J. NeubertDirector  (602) 542-0605(602) 594-7451 (Fax)[email protected]

ArkansasSecurities DepartmentHeritage West Building201 East Markham, Room 300Little Rock, AR 72201-1692 (501) 324-9260 (501) 324-9268 (Fax)

proprietary and confidential 19

[email protected] www.state.ar.us/arsec/

Michael Johnson Securities [email protected]

CaliforniaDepartment of Corporations1515 K StreetSuite 200 Sacramento, CA 95814 (916) 445-7205 (916) 445-7975 (Fax) www.corp.ca.gov

William P. WoodCalifornia Corporations Commissioner (916) 324-9011

Timothy L. Le BasAssistant Commissioner & General CounselOffice of Law & Legislation

ColoradoDivision of Securities1580 Lincoln StreetSuite 420 Denver, CO 80203 (303) 894-2320 (303) 861-2126 (Fax) www.dora.state.co.us/securities

Fred J. Joseph Securities [email protected]

DelawareDepartment of JusticeDivision of SecuritiesCarvel State Office Building

proprietary and confidential 20

820 North French Street, 5th Fl. Wilmington, DE 19801 (302) 577-8424 (302) 577-6987 (Fax)[email protected] www.state.de.us/securities/index.htm

James B. Ropp Securities Commissioner (302) [email protected]

District of Columbia Department of Insurance & Securities RegulationSecurities Bureau 810 First Street, NE Suite 622 Washington, DC 20002 (202) 727-8000 (202) 535-1199 (Fax) www.disr.washingtondc.gov

Theodore A. Miles Director, Securities Bureau (202) [email protected]

FloridaOffice of Financial Regulation200 East Gaines StreetThe Fletcher BuildingTallahassee, FL 32399-0372(850) 410-9805(850) 410-9748 (Fax)www.dbf.state.fl.us/licensing

Don Saxon [email protected]

GeorgiaOffice of the Secretary of StateDivision of Business Services and Regulation Two Martin Luther King, Jr. Drive SE 802 West Tower

proprietary and confidential 21

Atlanta, GA 30334 (404) 656-3920 (404) 651-6451 (Fax) www.sos.state.ga.us/securities/

Wayne HowellDirector, Division of [email protected]

Hawaii Department of Commerce & Consumer AffairsDivision of Business Registration 1010 Richards Street 2nd Floor Honolulu, HI 96813

P.O. Box 40 Honolulu, HI 96810 (808) 586-2744 (808) 586-2733 (Fax) http://www.hawaii.gov/dcca/breg-seu/

Ryan S. Ushijima Commissioner of [email protected]

Idaho Department of Finance 700 West State Street2nd Floor Boise, ID 83702

P.O. Box 83720 Boise, ID 83720-0031 (208) 332-8004 (208) 332-8099 (Fax)www.state.id.us./finance/sec.htm

Marilyn T. Chastain Securities Bureau [email protected]

Illinois Office of the Secretary of State Securities Department

proprietary and confidential 22

520 South Second Street Suite 200 Lincoln Tower Springfield, IL 62701 (217) 782-2256 (800) 628-7937 (217) 524-2172 (Fax)http://www.cyberdriveillinois.com/departments/securities/

Tanya Solov Director of Securities 69 West Washington 12th Floor, Suite 1220 Chicago, IL 60602 (312) 793-3384 (312) 793-1202 (Fax)[email protected]

Indiana Office of the Secretary of StateSecurities Division 302 West Washington Room E-111 Indianapolis, IN 46204 (317) 232-6681 (317) 233-3675 (Fax) http://www.in.gov/sos/securities/index.html

James JovenSecurities [email protected]

Iowa Insurance DivisionSecurities Bureau 340 E. Maple Street Des Moines, IA 50319-0066 (515) 281-4441 (515) 281-3059 (Fax) www.iid.state.ia.us/Division/Securities

Craig A. Goettsch Superintendent of [email protected]

proprietary and confidential 23

Kansas Office of the Securities Commissioner 618 South Kansas Avenue Topeka, KS 66603-3804 (785) 296-3307 (785) 296-6872 (Fax)[email protected]://www.securities.state.ks.us

Chris BiggsCommissioner [email protected]

Kentucky Department of Financial Institutions 1025 Capital Center Drive Suite 200 Frankfort, KY 40601 (502) 573-3390             (800) 223-2579 (502) 573-8787 (Fax) http://dfi.ky.gov/

Colleen Keefe Director of Securities (502) 573-2182 (Fax)[email protected]

Louisiana Securities Commission Office of Financial Institutions8660 United Plaza Blvd. Second FloorBaton Rouge, LA 70809-7024(225) 925-4660(225) 925-4524 (Fax) www.ofi.state.la.us/securit.htm

Rhonda ReevesDeputy Securities [email protected]

Maine Office of Securities 121 State House Station

proprietary and confidential 24

Augusta, ME 04333(207) 624-8551 (207) 624-8590 (Fax)http://www.state.me.us/pfr/sec/sec_index.htm

Christine A. Bruenn Securities Administrator (207) [email protected]

Maryland Office of the Attorney GeneralDivision of Securities 200 Saint Paul Place Baltimore, MD 21202-2020 (410) 576-6360 (410) 576-6532 (Fax) [email protected] www.oag.state.md.us/securities/index.htm

Melanie Senter Lubin Securities Commissioner (410) [email protected]

Massachusetts Securities Division One Ashburton Place Room 1701 Boston, MA 02108 (617) 727-3548 (617) 248-0177 (Fax) www.state.ma.us/sec/sct/sctidx.htm

Matthew J. Nestor First Deputy Secretary of the Commonwealth(617) [email protected]

Michigan Conduct Review & Securities DivisionOffice of Financial & Insurance ServicesDepartment of Labor & Economic Growth611 West Ottawa St, Third FloorLansing, MI 48933

proprietary and confidential 25

P.O. Box 30701Lansing, MI 48909-8201(877)999-6442(517)241-3953 (Fax)[email protected]/ofis

Linda A. WattersCommissionerOffice of Financial & Insurance Services 

Minnesota Department of Commerce 85 East 7th Place Suite 500 Saint Paul, MN 55101 (651) 296-4026 (651) 296-4328 (Fax)[email protected]://www.state.mn.us

Scott P. Borchert Director, Enforcement Division (651) [email protected]

Mississippi Office of the Secretary of State Business Regulation & Enforcement Division 700 North StreetJackson, MS 39202

P.O. Box 136 Jackson, MS 39205-0136 (601) 359-6371 (601) 359-2663 (Fax) www.sos.state.ms.us

James O. Nelson, II Assistant Secretary of StateBusiness Regulation & Securities Division (601) [email protected]

proprietary and confidential 26

Missouri Office of the Secretary of State 600 West Main Street Jefferson City, MO 65101 (573) 751-4136 (573) 526-3124 (Fax) http://www.sos.mo.gov/securities/

Douglas M. Ommen Securities Commissioner (573) [email protected]

Montana Office of the State Auditor Securities Department 840 Helena Avenue Helena, MT 59601

P.O. Box 4009 Helena, MT 59604 (406) 444-2040 (406) 444-5558 (Fax)http://www.state.mt.us

John Morrison Securities [email protected]

Nebraska Department of Banking & Finance Bureau of Securities 1200 N StreetSuite 311 Lincoln, NE 68508

P.O. Box 95006 Lincoln, NE 68509-5006 (402) 471-3445http://ww.ndbf.org/sec.htm

Jack E. Herstein Assistant Director [email protected]

proprietary and confidential 27

Nevada Secretary of StateSecurities Division 555 East Washington Avenue 5th Floor, Suite 5200 Las Vegas, NV 89101 (702) 486-2440 (702) 486-2452 (Fax)[email protected] www.sos.state.nv.us/securities/

Charles Moore Securities [email protected]

New Hampshire Bureau of Securities Regulation State House AnnexSuite 317A 3rd Floor Concord, NH 03301(603) 271-1463 (603) 271-7933 (Fax)http://webster.state.nh.us/sos/securities/

Mark Connolly Deputy Secretary of StateDirector of Securities [email protected]

New Jersey Department of Law & Public Safety Bureau of Securities 153 Halsey Street 6th Floor Newark, NJ 07102

P.O. Box 47029 Newark, NJ 07101 (973) 504-3600 (973) 504-3601 (Fax) www.state.nj.us/lps/ca/bos.htm

Franklin L. Widmann Chief (973) 504-3610

proprietary and confidential 28

(973) 504-3639 (Fax)[email protected]

New Mexico Regulation & Licensing DepartmentSecurities Division 2550 Cerrillos Road Santa Fe, NM 87505(505) 476-4580 (505) 984-0617 (Fax)[email protected] www.rld.state.nm.us/securities/

Bruce R. KohlDirector of [email protected]

New York Office of the Attorney General Investor Protection & Securities Bureau 120 Broadway 23rd Floor New York, NY 10271 (212) 416-8200 (212) 416-8816 (Fax) www.oag.state.ny.us/investors/investors.html

Gary ConnorFirst Deputy Bureau Chief

North Carolina Department of the Secretary of State Securities Division P.O. Box 29622 Raleigh, NC 27626-0525 (919) 733-3924 (919) 821-0818 (Fax) www.secretary.state.nc.us/sec/

David S. Massey Deputy Securities [email protected]

North Dakota Securities Commission

proprietary and confidential 29

600 East Boulevard State Capitol, 5th Floor Bismarck, ND 58505-0510 (701) 328-2910 (701) 255-3113 (Fax) [email protected] www.state.nd.us/securities

Karen Tyler Commissioner (701) 328-4702 (701) 328-0125 (Fax)[email protected]

Ohio Division of Securities 77 South High Street 22nd Floor Columbus, OH 43215 (614) 644-7381 (614) 466-3316 (Fax) www.securities.state.oh.us

Debbie Dye Joyce Commissioner (614) 644-7435 [email protected]

Oklahoma Department of Securities 1st National Center, Suite 860 120 N. Robinson Oklahoma City, OK 73102 (405) 280-7700 (405) 280-7742 (Fax) [email protected] www.securities.state.ok.us/

Irving Faught Administrator (405) [email protected]

Oregon Department of Consumer & Business Services Div. of Finance & Corp. Securities

proprietary and confidential 30

350 Winter Street, NE Room 410 Salem, OR 97301-3881 (503) 378-4387 (503) 947-7862 (Fax) www.cbs.state.or.us/external/dfcs

Floyd Lanter Division [email protected]

Pennsylvania Securities Commission Eastgate Office Building 1010 North 7th Street, 2nd Floor Harrisburg, PA 17102-1410 (717) 787-8061 (717) 783-5122 (Fax) www.psc.state.pa.us

Robert M. Lam Chairman (717) 787-6828 [email protected]

Puerto Rico Commission of Financial Institutions 1492 Ponce de Leon AvenueSuite 600 San Juan, PR 00907

Fernández Juncos Station P.O. Box 11855 San Juan, PR 00910-3855 (787) 723-3131 (787) 723-4225 (Fax)http://www.cif.gov.pr/html/message.html

Felipe B. Cruz, Esq. Assistant Commissioner (787) 723-3131 ext. 2222 [email protected]

proprietary and confidential 31

Rhode Island Department of Business Regulation 233 Richmond Street Suite 232 Providence, RI 02903-4232 (401) 222-3048 (401) 222-5629 (Fax)[email protected] www.dbr.state.ri.us

Maria D'Alessandro Piccirilli Associate Director & Superintendent of [email protected]

South Carolina Office of the Attorney General Securities Division Rembert C. Dennis Office Building 1000 Assembly Street Columbia, SC 29201

P.O. Box 11549 Columbia, SC 29211-1549 (803) 734-4731 (803) 734-0032 (Fax)[email protected] www.scsecurities.com/

T. Stephen LynchDeputy Securities Commissioner [email protected]

South Dakota Dept. of Revenue and RegulationDivision of Securities 445 E Capitol Avenue Pierre, SD 57501-2000 (605) 773-4823 (605) 773-5953 (Fax) [email protected] http://www.state.sd.us/drr2/reg/securities/index.htm

proprietary and confidential 32

Gail Sheppick [email protected]

Tennessee Department of Commerce & Insurance Securities Division Davy Crockett Tower, Suite 680 500 James Robertson Parkway Nashville, TN 37243-0575 (615) 741-2947 (615) 532-8375 (Fax)[email protected]://www.state.tn.us/commerce/securities/index.html

Daphne D. Smith Assistant Commissioner for Securities

Texas State Securities Board 208 East 10th Street 5th Floor Austin, TX 78701

P.O. Box 13167 Austin, TX 78711-3167 (512) 305-8300 (512) 305-8310 (Fax) www.ssb.state.tx.us/

Denise Voigt Crawford Securities Commissioner (512) 305-8306 (512) 305-8336 (Fax)[email protected]

Utah Department of Commerce Division of Securities 160 East 300 South 2nd Floor Salt Lake City, UT 84111

P.O. Box 146760 Salt Lake City, UT 84114-6760 (801) 530-6600

proprietary and confidential 33

(801) 530-6980 (Fax)[email protected] www.securities.utah.gov

S. Anthony Taggart Director (801) [email protected]

Vermont Department of Banking, Insurance, Securities & Health Care Administration 89 Main StreetDrawer 20 Montpelier, VT 05620-3101 (802) 828-3420 (802) 828-2896 (Fax)www.bishca.state.vt.us/

Tanya DurkeeDeputy Commissioner of [email protected]

Virginia State Corporation Commission Division of Securities & Retail Franchising 1300 East Main Street 9th Floor Richmond, VA 23219

P.O. Box 1197 Richmond, VA 23218 (804) 371-9051 (804) 371-9911 (Fax)www.state.va.us/scc/division/srf/webpages/homepage.htm

Ronald W. Thomas Director (804) [email protected]

Washington Department of Financial Institutions

proprietary and confidential 34

Securities Division 150 Israel Road, SW Tumwater, WA 98501

P.O. Box 9033 Olympia, WA 98507-9033 (360) 902-8760 (360) 902-0524 (Fax)www.dfi.wa.gov/sd

Michael E. StevensonDirector of [email protected]

West Virginia Office of the State AuditorSecurities Division Building 1 Room W-100 Charleston, WV 25305-0230 (304) 558-2257(877) 982-9148 (304) 558-4211 (Fax)[email protected] www.wvauditor.com/

Chester F. Thompson Deputy Commissioner of [email protected]

Wisconsin Department of Financial Institutions Division of Securities 345 W. Washington Avenue4th Floor Madison, WI 53703

P.O. Box 1768 Madison, WI 53701-1768 (608) 266-1064 (608) 264-7979 (Fax)www.wdfi.org/fi/securities/

Patricia D. Struck Administrator (608) [email protected]

proprietary and confidential 35

Wyoming Secretary of State Securities Division State Capitol, Room 109 200 W. 24th Street Cheyenne, WY 82002-0020 (307) 777-7370 (307) 777-5339 (Fax)[email protected]://soswy.state.wy.us/securiti/securiti.htm

Thomas Cowan Division Director (307) [email protected]

We communicate with our regulators using the telephone, e-mail, fax, U.S. mail, and in person. In the event of an SBD, we will assess which means of communication are still available to us, and use the means closest in speed and form (written or oral) to the means that we have used in the past to communicate with the other party.

Rule: NASD Rule 3510(c)(9).

XI. Critical Business Constituents, Banks, and Counter-Parties

A. Business constituents

We have contacted our critical business constituents (businesses with which we have an ongoing commercial relationship in support of our operating activities, such as vendors providing us critical services), and determined the extent to which we can continue our business relationship with them in light of the internal or external SBD. We will quickly establish alternative arrangements if a business constituent can no longer provide the needed goods or services when we need them because of a SBD to them or our firm. Our major suppliers are listed on Exhibit B attached.

Rules: NASD Rule 3510(c) (7).

B. Banks

proprietary and confidential 36

We have contacted our banks and lenders to determine if they can continue to provide the financing that we will need in light of the internal or external SBD. The bank maintaining our operating account is Westport National Bank, located at 1495 Post Road East, Westport CT 06880, Contact is Helen A. Ranholm, telephone; 203-254-6304. The bank maintaining our Proprietary Account of Introducing Brokers/Dealers (PAIB account) is the same as our Operating Account. If our banks and other lenders are unable to provide the financing, we will seek alternative financing immediately from Chase Bank, Main Street, Westport CT. Telephone 203-935-9935.].

Rules: NASD Rule 3510(c)(7).

C. Counter-Parties

We have contacted our critical counter-parties, such as institutional customers, to determine if we will be able to carry out our transactions with them in light of the internal or external SBD. Where the transactions cannot be completed, we will work with our clearing firm or contact those counter-parties directly to make alternative arrangements to complete those transactions as soon as possible.

Rules: NASD Rules 3510(a) &(c)(7).

XII. Regulatory Reporting

Our firm is subject to regulation by the regulators listed above in X, part C. We now file reports with our regulators using paper copies in the U.S. mail, and electronically using fax, e-mail, and the Internet. In the event of an SBD, we will check with the SEC, NASD, and other regulators to determine which means of filing are still available to us, and use the means closest in speed and form (written or oral) to our previous filing method. In the event that we cannot contact our regulators, we will continue to file required reports using the communication means available to us.

Rule: NASD Rule 3510(c)(8).

XIII. Disclosure of Business Continuity Plan

We provide in writing notification of our BCP disclosure statement to customers at account opening. We also post the disclosure statement on our Web site and mail it to customers upon request. Our disclosure statement is attached.

Rule: NASD Rule 3510(e).

proprietary and confidential 37

XIV. Updates and Annual Review

Our firm will update this plan whenever we have a material change to our operations, structure, business or location or to those of our clearing firm. In addition, our firm will review this BCP annually, on October 1st to modify it for any changes in our operations, structure, business, or location or those of our clearing firm.

Rule: NASD Rule 3510(b).

XV. Senior Manager Approval

I have approved this Business Continuity Plan as reasonably designed to enable our firm to meet its obligations to customers in the event of an SBD.

Rule: NASD Rule 3510(d).

Signed: _______________________________

Title: _______________________________

Date: _______________________________

Exhibit A

Rule#   Record Person Responsible Record Location primary/secondary

proprietary and confidential 38

17a-4   Articles of Corporation Matthew Rochlin Copies in Matt's office/ Lawyers Office17a-3   Client Power of Attorney/client correspondence        Regulator Correspondence Marissa Santangelo  17a-4   Compliance Manual Marissa Santangelo Copies in every office           12 Employment Applicaton for each Associated Person Dale Brown      U- 4 Dale Brown Bronson Rd /CRD    U-5 Dale Brown Bronson Rd /CRD  13 & 15 Fingerprint Cards Dale Brown Bronson Rd /CRD  14        16 List of Customers        Daily Summaries of Trading        Transaction Volume                        17        18 Written Customer complaint Files Marissa Santangelo Bronson Rd/ ArchivesOne Waterbury, CT  19 Compensation Records Richard Brown/ Acct. Bronson Rd/ ArchivesOne Waterbury, CT  20 Compliance Procedures with Federal Requirements Marissa Santangelo Bronson Rd/ ArchivesOne Waterbury, CT  21 Record of Which People Can Explain Records System in an Office Column D    22 Record listing each principal responsible for Establishig Marissa Santangelo Marissa Santangelo, Matthew Rochlin    Policies and Procedures to Ensure Compliance    17a-4 1      

  2Checks, books, Bank Statements, Cancelled checks and cash reconciliations Richard Brown/Acct. Bronson Rd

  3 Bills relating to business Richard Brown/Acct. Bronson Rd/ ArchivesOne Waterbury, CT  4        5 Trial Balances Richard Brown/Acct. Bronson Rd  6 Guarantees of accounts and all powers of attorney    

  7 Written agreements entered into and related to businessDale Brown/Matt Rochlin Bronson Rd

  8 Focus Richard Brown/Acct. Steve Sussman Londonderry, NH    Tax Returns Richard Brown/Acct. Larry Liberfarb Norwood, MA         

proprietary and confidential 39

Vendor List Exhibit B

American SkandiaOne Corporate DriveShelton, CT 06484800-752-6342Mutual Fund

American Stock ExchangeP.O. Box 11181ANew York, NY 10286212-306-1000Market Data

Anthem BCBS CTP.O.Box 778Lewiston, ME 04243800-843-6096Medical Insurance

Archipelago LLC100 S. Wacker DriveSuite 2012Chicago, IL 60606888-514-7284Book Orders Electronic Trading

Arrowhead Solutions109 Highland AveNeedham, MA 02494781-449-5077Book Orders Electronic Trading

proprietary and confidential 40

AT&TP.O.Box 277019Atlanta, GA 30384800-235-7524Phone Communication

BD WeekP.O.Box 90608Washington, DC 20077301-287-2223Subscription

Broker Dealer Compliance12 Parmenter RoadLondonderry, NH 03053603-434-3594Focus Reports

Bloomberg LPP.O.Box 30244Hartford, CT 06150212-318-2500Quotes

CDC, Compliance Data CenterP.O.Box 105835Atlanta, GA 30348775-588-0541Client Verification Equifax

Citizen’s BankP.O. Box MProvidence, RI 02901800-922-9999Matt Personal

Chase Auto Financial

proprietary and confidential 41

P.O.Box 15594Wilmington, DE 19886800-336-6675Gay’s Car

CNA InsuranceP.O. Box 371952Pittsburgh, PA 15250203-966-2677Workers Compensation and Car Insurance

ComscanP.O.Box 14019Newark, NJ 01798212-747-0343Syndicate Commission Filings

Custom Phone IncP.O.Box 4029Norwalk, CT 06855203-866-3494Phone Repair

Chicago Stock Exchange36295 Eagle WayChicago, IL 60678800-227-4786Services to Chicago Floor

Cingular WirelessP.O. Box 6428Carol Stream, IL 60197-6428800-331-0500Steve Marchese Phone

proprietary and confidential 42

Cohen and Wolfe, PC1115 Broad StreetP.O.Box 1821Bridgeport, CT 06610203-368-0211Lawyers

Commissioner of RevenueP.O.Box 2965Hartford, CT 06104860-947-1988Taxes

Daily GraphsP.O.Box 66919Los Angeles, CA 90066800-472-7479Argosy

Darien Computer Consultants429 Hoyt StreetDarien, CT 06820203-249-5854Computer Part and Inc

DHL IncP.O. Box 78016Phoenix, CA 85062800-225-5345Mail

Dow Jones News Service P.O. Box 30Chicopee, MA 01021609-520-5599

proprietary and confidential 43

News Service

Direct TV (NYC)P.O.Box 830032Baltimore, MD 21283800-531-5000Cable TV Service

East Coast Office Systems135 Pepe’s Farm RoadMilford, CT 06460203-878-0008203-878-3014Copier Supplies

Fact Set Research Systems Inc601 Merritt 7 Norwalk, CT 06851203-810-1000203-863-1501Lion Shares Data

Gardella Courier IncP.O. Box 2299Norwalk, CT 06852203-846-2422Courier Service

Global Computer SuppliesP.O. Box 5133Dept 7777Chicago, IL 60680203-226-5343Computer Supplies

Hartford Life InsuranceP.O. Box 1583

proprietary and confidential 44

Hartford, CT 06144800-523-2233LTD Life Policy

Instinet Corporation P.O Box 26097New York, NY 10087201-595-3295INET NASDAQ Level 2

Internal Revenue Services915 Lafayette Blvd.Bridgeport, CT 06604203-384-5818IRS Taxes

International Securities Exchange (ISE)60 Broad StreetNew York, NY 10004212-943-2400Connection Fee

Iron Mountain Digital Archives745 Atlantic AveBoston, MA 20111617-357-6966 Email Storage

Larry Liberfarb11 Vanderbilt AvenueSuite 220Norwood, MA 02062781-255-8800Accountant

Minolta Business SolutionP. O. Box 7247Philadelphia, PA 19170

proprietary and confidential 45

800-633-4594Copier Lease Rental

NASDAQ Stock MarketP.O.Box 7777-W9940Philadelphia, PA 19175-9075800-855-3898Connectivity

NYSE11 Wall StreetNew York, NY 10005212-656-3000Connectivity

NYFIX IncStamford Harbor Park333 Ludlow StreetStamford, CT 06902203-425-8000Connectivity

OASYS2967 Collection Center DriveChicago, IL 60693617-856-2566Direct Retrieval Fees

Option Price ReportingP.O. Box 95718Chicago, IL 60694312-786-71958 Locations

Pershing LLCOne Pershing Plaza

proprietary and confidential 46

Jersey City, NY 07399201-413-2000Clearing Services

Pitney Bowes Credit Corp1 Elmcroft RoadStamford, CT 06926800-451-0412Postage rental

Pitney Bowes IncP.O. Box 856390Louisville, KY 40285800-628-2721Postage

ProgressiveP.O. Box 13593Philadelphia, PA 19101800-999-8781Gay’s Car Insurance

PayChex11 Riverbend Drive SouthP.O.Box 4816Stamford, CT 06907203-973-1050Pay Roll Services

Reuters America LLCP.O.Box 10410Newark, NJ 07193415-677-2576Quotes

Revere Data LLC220 Bush Street

proprietary and confidential 47

Suite 660 San Francisco, CA 94104415-782-0454Quotes

SprintP.O. Box 1769Newark NJ 07101888-788-4727Cell Phones

Sun Guard7408 Collection Center DriveChicago, IL 60693201-840-5611Brokerage fees

SAVVIS Communications CorporationP.O.Box 502880St Louis, MO 63150314-531-0728Communications

SIA Compliance and Legal Division120Broadway35th FloorNew York, New York 10271212-608-1500Compliance and legal

SIPC805 15th Street N.W.Suite 800Washington, DC 20005202-371-8300SIPC

proprietary and confidential 48

Standard and Poor’s CorporationP.O. Box 80-2542Chicago, IL 60680800-852-1641Stock information

State of Connecticut Department of RevenueP.O. Box 2967Hartford, CT 06104800-382-9463Taxes

The Island ECN Inc900 Plaza 10Jersey City, NJ 07311212-231-5000Brokerage fees

Thomson FinancialP.O. Box 71601 Chicago, IL 60694617-856-2146Autex trading info system

Toronto Stock ExchangeThe Exchange TowerP.O.Box 4212 First Canadian PlaceToronto, ON M5X 1J2Canada416-947-4670888-873-8392Exchange

Verizon WirelessP.O. Box 489 Newark, NJ 07101

proprietary and confidential 49

800-922-5469Cell Phones

Westport National Bank1495 Post Road EastWestport, CT 06880203-254-6300AP Bank

W B Mason and Co INC355 Washington AveNorth Haven, CT 06473888-926-1766Office Supplies

Wall Street Journal200 Burnett RoadP.O.Box 240Chicopee, MA 01020800-369-2834Paper

Arrowhead Solutions’ production facility is operating out of a Co-location Site in Marlboro, MA. As most colocation sites, we have redundant power and data feeds. In the event of Production Server failures, we can have our Backup Server environment in Production within

proprietary and confidential 50

the hour. We have our data lines with four major carries on two different backbones. Below is a recent questionnaire of our Business Continuity Strategy and our Disaster Recovery Plan.

General Service Provider BCP/DR Questionnaire:

A Business Continuity Strategy

A1 In the event of a disaster or significant disruption, does your organization have documented plans for business continuity and IT disaster recovery?

Yes __X______ or No ________

A2

If you answered, “Yes” to Question (A1), what type of failure scenarios or outages do you plan for?

We have plans for both power and network outages for our colocation datacenter in Marlboro. We have redundant power and data feeds into our site and also have on site generators to keep us operational.

A3

If you answered, “Yes” to Question (A1), what duration of time is assumed for each type of failure scenario or outage you plan for?

Our Power Outage plan and our network outage plan are designed for 100% uptime. It is designed for any duration of time.

A4 What types of business functions do you consider critical?

Support our main business applications.

A5 If you answered “Yes” to Question (A1), does the plan establish critical business functions with recovery priorities?

Yes ____X____ or No ________

proprietary and confidential 51

A5 If you answered “Yes” to Question (A5), what is the expected recovery time for your critical business functions?

0 – 4 hours __X___4 – 8 hours _____Within one day _____ 1 – 2 days _____More than 2 days _____ Other (please specify) _____N/A _____

A7 If you answered, “Yes” to Question (A1), does the plan account for interdependencies both internal and external to your organization?

Yes ____X____ or No ________

A8 If you answered, “Yes” to Question (A1), does the plan cover some, most, or all locations from which you provide your services?

Some Most XAll Other (please specify) N/A

A9 If you answered, “Yes” to Question (A1), what percentage of “business as usual” servicing capability is the plan designed to address?

1 – 10% _____11 – 20% _____21 – 30% _____31 – 50% _____51 – 75% _____76 – 99% _____100% _____

A10

Do you have a dedicated team of professionals focused on business continuity and/or IT disaster recovery?

Yes ___X_____ or No ________

proprietary and confidential 52

A11

If you answered “No” to Question (A10), do you use an external BCP/DR service provider to handle your planning needs?

Yes ________ or No ________

A12 Do you use an external BCP/DR service provider to handle your hardware recovery needs?

Yes ________ or No ____X____

A13 Do you use an external BCP/DR service provider to handle your software recovery needs?

Yes ________ or No ____X____

A14 Do you use an external BCP/DR service provider to handle your telecom recovery needs?

Yes ___X_____ or No ________

A15 Do you use an external BCP/DR service provider to handle your work area recovery needs?

Yes ____X____ or No ________

A16 Is your main IT facility or data center

located in the same building or office complex occupied by your main business or operations staff?

Yes ________ or No ___X_____

A17 Please provide an illustration or schematic of how your organization’s primary, secondary, and/or tertiary servicing centers are setup to provide redundant services to customers.

_________________________________________________________________________________________(Please attach an additional sheet if you need___ _____more room to answer this question)_________

proprietary and confidential 53

B Crisis Communication

B1 Do you have a documented crisis management process within your organization?

Yes ___X_____ or No ________

B2 If you answered “Yes” to Question (B1), does this process cover internal and external communications during a crisis event?

Yes ___X_____ or No ________

B3 How do you notify your clients of an outage?

Phone, e-mail, fax, web site.

B4 Do you provide your customers with detailed contact information in the event of an outage or emergency?

Yes ___X_____ or No ________

B5 Please describe how you notify your team of an incident and direct them through the recovery.

Our team is first notified by e-mail, then by phone or pager. Depending on the incident, the person who is on call addresses the incident. All team members are trained for all types of incidents that may occur.

C Back Up Facilities

C1

Does your organization have an alternate site location for data center recovery purposes?

Yes ________ or No ___X_____

proprietary and confidential 54

C2 If you answered, “Yes” to Question (C1), what is the approx. distance between your production (primary) site and alternate (secondary) site for data center recovery purposes?

__________________________________________ (Please specify # and miles/kms, city blocks, etc.)

C3

Does your organization have an alternate site location for work area recovery purposes?

Yes ___X_____ or No ________

C4 If you answered “Yes” to Question (C3), what is the approx. distance between your production (primary) site and alternate (secondary) site for work area recovery purposes?

10 Miles__________________________________________ (Please specify # and miles/kms, city blocks, etc.)

C5 Do you use an external BCP/DR service provider for your data center recovery needs?

Yes ________ or No ___X_____

C6 Do you use an external BCP/DR service provider for your work area recovery needs?

Yes ___ _____ or No ___X_____

C7 If you answered “Yes” to Question (C6), is your contract with your BCP/DR service provider honored on a first-come/first-served basis?

Yes ________ or No ___X_____

proprietary and confidential 55

C8 What recovery strategy does your organization use for mainframe systems?

Active/Active _______Active/Back-up _______Vendor Supplied _______Other _______N/A ____X___

C9 What type of recovery strategy does your organization use for distributed systems?

Active/Active _______Active/Back-up _______Vendor Supplied _______Other _______N/A ____X___

C10

Is the processing capacity of your back-up facility equal to that of your primary facility?

Yes ________ or No ____X____

C11

If you answered “No” to Question (C10), what is the capacity ratio of your back up to your primary facility?

1 – 10% _____11 – 20% _____21 – 30% _____31 – 50% _____51 – 75% _____76 – 99% _____100% _____N/A __X___

C12

Is it feasible to run your primary “data center” or technology center from your back-up facility for an extended period? (e.g. at least one month)

Yes ________ or No ____X____

C13

Is it feasible to run your primary “people” or work area from your back-up facility for an extended period? (e.g. at least one month)

Yes ________ or No ___X_____

proprietary and confidential 56

D Testing

D1 If you answered “Yes” to Question (A1), is the plan periodically tested?

Yes ___X_____ or No ________

D2 If you answered "Yes" to Question (D1), how frequently is the plan tested?

Annually __X___Semi-annually _____Other (please specify) _________________________

D3 Do you have BCP test dates scheduled over the next 12-18 months?

Yes ___X_____ or No ________

D4 If you answered "Yes" to Question (D3), please list those dates (for industry planning purposes)

_12/04______ _______ _______ _______ _______

D5 If you answered "Yes" to Question (D1), do you involve IT staff, business unit or operations staff or both in your internal BCP/DR tests?

IT staff only __X___Business Unit or Operations Staff only _____Both IT and Business Unit or Operations Staff______

D6 If you answered "Yes" to Question (D1), do you also involve customers in your external BCP/DR tests?

Yes ___X_____ or No ________

proprietary and confidential 57

D7 If you answered “Yes” to Question (D6), what is the percentage of customer participation?

1 – 10% __X___11 – 20% _____21 – 30% _____31 – 50% _____51 – 75% _____76 – 99% _____100% _____N/A _____

D8 If you answered "Yes" to Question (D1), do internal or external auditors review your BCP/DR tests?

Yes ___X_____ or No ________

D9 If you answered “Yes” to Question (D1) what components of your systems and infrastructure are tested?

Applications __X____Middleware __X___Databases __X____Data networks __X____ (internal and external)Voice networks __X____ (internal and external)Desktop __X____Facilities __X____Voice equipment __X____

proprietary and confidential 58

Pershing ® A BNY Securities Group Co.Solutions from the Bank of New York

Contingency Planning

Introducing Broker - Dealer SummaryVersion 3.0 March 2004

FOR PERSHING INTRODUCING BROKER/DEALER USE ONLY.

NOT FOR DISTRIBUTION TO THIRD PARTIES.

CONFIDENTIAL

proprietary and confidential 59

Table of ContentsPurpose...............................................................................................................................1Mission................................................................................................................................1Planning Structure and Basic Assumptions........................................................................1Event Management Structure.............................................................................................2

Incident Management Team (IMT) 3Response Teams 3Business Units 3

Line Managers 3Business Continuity Team Captains 3IMT Liaison 3

Communications with Customers........................................................................................4Outbound Communications 4

Account Managers and Customer Service Associates 4Inbound Communications 4

Problem Notification 4Security Policies..................................................................................................................5

Data Security 5Physical Security Access 5

Business Continuity............................................................................................................6Business Continuity Plans 6Recovery Sites 6Testing 6

Disaster Recovery...............................................................................................................7Mainframe 7Distributed Systems 7Network 7Testing 7

proprietary and confidential 60

XVI. Purpose

The purpose of this document is to provide our customers with an overview of our business continuity and disaster recovery plans, including a high-level definition of the policies and procedures that we will employ in the event of a business interruption.

XVII. Mission

Pershing's mission for contingency planning is to ensure the continuous, reliable delivery of service to Pershing's customers while maintaining regulatory compliance.

XVIII. Planning Structure and Basic Assumptions The basic planning assumptions for the contingency plan are the following:

1. Pershing assumes that not more than one of its critical facilities will be affected at one time. All other facilities will remain accessible and operational.

2. Pershing assumes that its critical infrastructure (such as electric, water, heat, ventilation, air conditioning, etc.) will remain operational as long as the facility is accessible. This assumption is based on the amount of effort that Pershing has undertaken to fortify these facilities (for instance, Pershing maintains redundant generators, chillers, etc.).

If an event causes the evacuation of our operations center in Hudson County, New Jersey, Pershing will declare a business continuity event, and activate the business continuity plan. This will result in a four-hour processing outage to enable switching of data and voice communications and relocation of associates to our data center in Morris County, New Jersey.

If an event causes the closing of our data center in Morris County, New Jersey, Pershing will declare a disaster recovery event, and activate the Disaster Recovery plan. This will result in a four-hour outage while our mainframe processing is transferred to our Hudson County back-up site.

3. Pershing assumes that all customer sites and facilities (such as electricity, water, heat, ventilation, air conditioning, etc.) are accessible and operational.

4. Pershing assumes that it will have adequate staffing available during the event.

61

XIX.Event Management Structure Pershing has established an event management structure to respond effectively to business emergencies. This structure will be activated during any business continuity or disaster recovery event. At the center of the event management structure is Pershing’s Command and Control Center, which is occupied by the Incident Management Team (IMT).

The following diagram illustrates Pershing’s event management structure:

Technology Customer / ExternalRepresentation

Corporate SupportServices

Business Unit OperationsManagement

Executive Commanders

IMT Coordinators

Info Security

Chenai

Disaster Recovery Corporate Comm. Business Continuity

Audit

Tech. Management Cust. Representation Corporate ServicesBusiness Unit Management

Legal & Compliance

Branch Offices

IMT Liaison

BCP Coordinator

Line Manager

Business Unit

IMT Liaison

BCP Coordinator

Line Manager

Business Unit

IMT Liaison

BCP Coordinator

Line Manager

Business Unit

IMT Liaison

Voice/Data/Desktop Response

Team

IMT Liaison

ApplicationResponse Team

IMT Liaison

InfrastructureResponse Team

ResponseTeams

BusinessUnits

A.

62

B. Incident Management Team (IMT)

IMT members and their alternates are proxy representatives whose extensive experience at Pershing allows them to understand the implications of individual business unit issues while maintaining a corporate perspective. Their responsibilities include the following:

Ensure departments comply with requests for status or directives from IMT. Obtain the operational status of the departments or customer groups they represent. Assess incident and determine the firm-level response, including invocation of

business continuity or disaster recovery plans. Ensure responses are implemented correctly. Coordinate with essential business personnel, for instance managers

and business continuity coordinators.1.

Executive Commander Focal point for decision-making and execution of strategies for the IMT. Acts as a liaison to the Executive Committee Coordinates activities at the corporate and business unit levels

IMT Coordinator Coordinates the flow of information into the IMT, structures meetings, etc.

Technology Ensure appropriate information is collected and presented to IMT Coordinate allocation of PTG resources Ensure that IMT directives are implemented Act as liaison with technical vendors/service providers

Business Unit Management Ensure that appropriate information collected about incident and wellness status of

business unit Make decisions on contingency actions Ensure contingency actions undertaken are implemented.

Customer / External Representation Represent the customer’s interest in the decision making process Ensure that communications and/or messages from IMT are delivered consistently Compose, review and manage all communications with external entities

(correspondents, media, etc.) Manage “hotline” and other internal communications

Corporate Support Services Provide information on impact of incident Support and facilitate firm’s contingency actions Ensure contingency actions undertaken are compliant with laws, rules and regulations

and provide sufficient controls. Act as liaison with regulatory agencies

63

C. Response Teams

The Pershing Technology Group has dedicated teams of technologists to advise and respond to events, as directed by the IMT. These teams are organized by area of expertise and relevant skill sets.

D. Business Units

Each of Pershing’s business units has dedicated teams of associates to perform the specific functions identified below:1.2. Line Managers

The line managers are responsible for enacting their business continuity plans, as instructed by the Incident Commander.

3.4. Business Continuity Team Captains

The business continuity team captains support the line managers with their knowledge of the business unit’s contingency plans and assist in the activation of those plans.

5.6. IMT Liaison

The IMT liaison is responsible for communicating the status of the business units to the IMT and providing the line managers with current IMT decisions.

XX. Communications with Customers A.B. Outbound Communications

1. Account Managers and Customer Service AssociatesPershing Account Managers and Customer Service Associates will contact

customers with information or instructions.

C. Inbound Communications 1.

2. Problem NotificationIt is the expectation that customers continue to use existing

communication channels with Pershing. Customers who wish to notify Pershing of problems will continue to call

Pershing’s Technology Customer Service at (201) 413-2001, as they would normally.3.

64

XXI. Security Policies

A.B. Data Security

Pershing produces and stores paper and/or magnetic copies of all relevant access data and programs so that in the event that the security access files or programs are destroyed or corrupted due to an event, they can be quickly reconstructed in accordance with Securities and Exchange Commission regulations.

C. Physical Security Access

If there is a security system failure at Pershing’s facilities due to an event, we will implement the following guidelines:

Only Pershing associates and authorized vendor support personnel will be allowed access. All access will be monitored. ALL associates will be required to show Security a valid Pershing Identification Card and to sign in with Lobby Security at the start of the business day and each time thereafter upon entering the facility

Access to restricted areas (such as the data center) will only be authorized after an access validity verification by Security. This access will be granted only after verification by Security of access validity. Security will maintain an up-to-date listing of all associates with current card or sign-in authorization to access these areas

Any access required by associates, vendors, and consultants must be approved by the senior management of the restricted areas involved

Vendors that must be on-site in order to perform any required maintenance or repairs must be accompanied by a Pershing associate

65

XXII. Business Continuity

Business continuity at Pershing is defined as the orderly return to normal business operations after events that have affected Pershing Plaza. Integral to the success of Pershing’s business continuity program is our ability to relocate associates and resume business functions at our Morris County and alternate Hudson County facilities.

1. Business Continuity Plans and Risk AssessmentsPershing maintains over 50 written business resumption plans that cover all aspects of the resumption of business processes for each department. These plans are updated semi-annually with consultants from Sungard Planning Solutions and their PreCovery software package. Current copies of these plans are maintained in several off-site locations. Risk assessments are also performed every time the BC plans are updated. The impact of any changes in Pershing’s processes, products, or business environment are evaluated, which may result in modifications to the configuration of the recovery sites as described below.

2. Recovery SitesPershing maintains two business resumption sites for personnel: The Morris County facility provides for the relocation of over 700 associates to resume processing operations, and the alternate facility in Hudson County provide for the relocation of 250 traders. Each operations desktop or trading position used in business continuity is loaded with all software, as well as all telecommunication requirements needed for the associate to continue in their role. Centralized fax and wire printer rooms are maintained where all communications to Pershing are centrally located and controlled.

Business continuity “partitions” on the hard drives of the recovery workstations are used in business continuity to hold client server, market data, and desktop applications separately from the day-to-day uses of the machine.

Pershing also maintains a telephone rollover scheme whereby inbound Pershing Plaza calls and faxes are routed to Morris County or the alternate facility in Hudson County by the local telephone company.

3. TestingEach seat in both facilities is tested at least twice a year. These Saturday tests involve 700 associates at Morris County and 250 traders at the alternate facility in Hudson County logging into the business continuity machines and testing accessibility to all applications.

66

XXIII. Disaster Recovery

The focus of disaster recovery is the re-establishment of the data processing infrastructure such as technology platforms, applications, network infrastructure, and systems access. It also includes the recovery of the technology personnel responsible for data center operations; system software and operating environments; and network, communications, and applications support. These are multi-platform-interconnected systems that support the business of Pershing and our customers. Services include the planning, coordination, and execution of periodic disaster recovery exercises; the development and maintenance of Pershing's disaster recovery plans; and implementation of new and leading-edge technology solutions. Plans have been developed and are maintained for the mainframe, distributed systems, and network environments. Additional services we provide to our customers include assistance in the design and testing of their disaster recovery capabilities with respect to Pershing.

1. MainframePershing has implemented a state-of-the-art internal mainframe disaster recovery capability based on IBM Geographically Dispersed Parallel Sysplex/eXtended Remote Copy (GDPS/XRC). GDPS/XRC provides replication of data between the primary Morris County data center and the secondary data center in Hudson County. XRC is the disk-mirroring component and GDPS is the automation component. The mirrored data center automatically copies more than 20 terabytes (7,300 direct access storage device volumes) of information - equivalent to the text content of 20 million 400-page books. The mainframe systems are restarted and operational in less than four hours with less than five minutes data loss. Pershing is the world’s largest mirrored data center using IBM mainframes and storage devices.

2. Distributed SystemsFront-end client/server, web, and interactive voice recognition (IVR)

systems are engineered to provide load balancing between the data centers in Morris County, New Jersey and Hudson County, New Jersey. In the event of an outage in Hudson County, the Morris County servers will assume the entire workload. Conversely, if there is an outage in Morris County, the Hudson County servers will assume the entire workload. In both cases, the transition requires little or no manual intervention.

For back-end processing systems, Pershing has implemented an EMC Symmertrix Remote Data Facility (SRDF) disk-mirroring technology solution to augment the current Tivoli Storage Manager based (restore from backup) internal capability

3. NetworkInternal redundancy is inherent within the network design with

production network traffic supported from two geographically dispersed facilities, Morris County and Hudson County. Both facilities are designed to support the network in the event of a disaster at either location.

67

4. TestingThe disaster recovery capabilities are aggressively tested on a quarterly

basis. After each test, a written critique is prepared documenting any problems encountered during the test or areas where improvement may be necessary. If you would like to participate in one of our tests please contact your Account or Relationship Manager. Client participation is welcomed, but due to the complexity involved it is limited to a first come/first serve basis and no more than 10 clients per test.

68