EXHIBIT 10.(h)
TAX SHARING AGREEMENT
THIS AGREEMENT is entered into by and between ING AMERICA INSURANCE HOLDINGS,
INC. ("ING") and each of its undersigned subsidiaries (the "Subsidiaries", or in
the singular "Subsidiary").
WITNESSETH:
WHEREAS, ING and/or some or all of the Subsidiaries may join in the filing of a
state or local tax return on a consolidated, combined or unitary basis; and
WHEREAS, it is desirable for the Subsidiaries and ING to enter into this Tax
Sharing Agreement ("Agreement") to provide for the manner of computation of the
amounts and timing of payments among them, and various related matters;
NOW, THEREFORE, in consideration of the agreements contained herein and of other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:
1. APPLICABILITY
The parties intend that the provisions of this Agreement shall apply to
situations in which a state or local franchise, income tax or other tax
return based on, or measured by, net income ("state or local income tax
return") is filed on behalf of more than one party to this Agreement on a
consolidated, combined, or unitary basis (each company participating in
such a return is referred to herein as a "Group Member"). ING is hereby
authorized to determine, in its sole discretion, whether any of the
Subsidiaries will be included in the filing of a consolidated, combined, or
unitary state or local income tax return, or whether any Subsidiary will
file a separate, stand-alone state or local income tax return, in states
where the choice is available.
2. ALLOCATION OF LIABILITY
For each taxable year during which a consolidated, combined or unitary
state or local income tax return is filed, each Group Member will pay to
the Designated Lead Company of such group an amount determined as follows:
i) Where the tax liability of the group of companies is calculated by
reference to the consolidated, combined, or unitary apportionment or
allocation factors of the group as a whole, the amount of tax
liability payable by each Group Member will be determined on the basis
of its proportional share of the total group's apportionment or
allocation factor. Each Group Member generating tax losses or credits,
including any carryovers thereof, will be paid for such losses or
credits as they are recognized and actually utilized to reduce the
total tax liability of the group.
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ii) Where the tax liability of the group of companies is calculated for
each Group Member on a separate company basis utilizing separate
company apportionment or allocation factors, the amount of tax
liability payable by each Group Member will be an amount equal to its
separate company tax liability. Separate company losses or credits,
and any carryovers thereof, will only be recognized and paid for at
the time, and to the extent, that they are utilized in the reduction
of the consolidated, combined or unitary taxable income of the group.
iii) In those situations in which ING or any of the Subsidiaries files
separate, stand-alone state or local income tax returns, each such
party will be solely responsible for all taxes, additions to tax,
penalties, and interest associated with such stand-alone filings.
iv) Unless specifically approved in writing, all payments made pursuant to
this Agreement by a Group Member shall be made by that Group Member,
and not by any other company or business unit on its behalf.
3. SEPARATE RETURN YEARS
To the extent any portion of a tax loss or credit of a consolidated,
combined or unitary group is carried back or carried forward to a separate
return year of a Group Member (whether by operation of law or at the
discretion of the Designated Lead Company) the Group Member shall not be
entitled to payment from the Designated Lead Company with respect thereto.
This shall be the case whether or not the Group Member actually receives
payment for the benefit of such tax loss or credit from the applicable tax
authority or otherwise.
4. INSTALLMENT PAYMENTS
a. During and following a taxable year in which Group Members are
included in a state or local income tax return filed on a
consolidated, combined or unitary basis, each shall pay to the
Designated Lead Company, or receive from the Designated Lead Company,
as the case may be, installment payments of the amount determined
pursuant to section 2 of this Agreement. Payments shall made by or to
each Group Member in amounts that produce, on a group basis,
cumulative installments consistent with the payment rules of the
applicable taxing authority. Payments shall be made to/by each Group
Member to/by the Designated Lead Company within 30 days of the
installment payment date mandated by the applicable taxing authority.
The Designated Lead Company may revise the schedule of installment
payments set forth in this paragraph, and may provide for annual
rather than quarterly payments in cases where amounts due fall below a
certain threshold, although any such change shall be prospective and
shall not take effect prior to written notice to the Group Members.
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b. The Designated Lead Company shall pay to the applicable taxing
authority all required installments of state or local estimated taxes
pursuant to applicable provisions of state or local law on behalf of
itself and each Group Member. The Designated Lead Company shall have
the sole right to determine the amount of each such tax payment with
respect to the group's tax liability for the taxable year.
c. Should the amount of any tax payment made by the Designated Lead
Company under this section to the taxing authority exceed the sum of
installment payments made by all Group Members for any corresponding
installment date, the Designated Lead Company may, in its sole
discretion, determine each Group Member's fair and reasonable share of
that excess, and notify each Group Member thereof. The amount of such
excess amount shall be paid over to the Designated Lead Company within
15 business days of the date of notification.
d. If a penalty or an addition to tax for underpayment of estimated taxes
is imposed on the group with respect to any required installment under
applicable state or local law, the Designated Lead Company shall, in
its sole discretion, determine the amount of each Group Member's share
of such penalty or addition to tax, which amount shall be paid over to
the Designated Lead Company within 15 business days of the date of
notification.
5. ADJUSTED RETURNS
If any adjustments are made to the consolidated, combined or unitary
returns for a taxable year, whether by reason of the filing of an amended
return, or a claim for refund with respect to such taxable year, or an
audit with respect to such taxable year, the amounts due under this
Agreement for such taxable year shall be redetermined by the Designated
Lead Company taking into account such adjustments. If, as a result of such
redetermination, any amounts due under this Agreement shall differ from the
amounts previously paid, then, except as provided in section 6 hereof,
payment of such difference shall be made by each Group Member to the
Designated Lead Company, or by the Designated Lead Company to the Group
Member, as the case may be, (a) in the case of an adjustment resulting in a
refund or credit, not later than thirty (30) days after the date on which
such refund is received or credit is allowed with respect to such
adjustment or (b) in the case of an adjustment resulting in the assertion
of a deficiency, not later than thirty (30) days after the Group Member is
notified of the deficiency. Any amounts due to or from a Group Member under
this section shall be determined with respect to such refund or deficiency
taking into account any penalties, interest or other additions to tax which
may be imposed. ING shall indemnify each Subsidiary in the event the taxing
authority levies upon such Subsidiary's assets for unpaid taxes in excess
of the amount required to be paid by such Subsidiary in relation to a
consolidated, combined or unitary return filed pursuant to this Agreement.
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6. PROCEDURAL MATTERS
The Designated Lead Company shall prepare and file the consolidated,
combined or unitary state or local return and any other returns, documents
or statements required to be filed with the appropriate jurisdiction, with
respect to the determination of the tax liability of the filing group. In
its sole discretion, the Designated Lead Company shall have the right with
respect to any return which it has filed or will file, (a) to determine (i)
the manner in which such returns, documents or statements shall be prepared
and filed, including, without limitation, the manner in which any item of
income, gain, loss, deduction or credit shall be reported, (ii) whether any
extensions may be requested and (iii) the elections that will be made by
any Group Member, (b) to contest, compromise or settle any adjustment or
deficiency proposed, asserted or assessed as a result of any audit of such
returns by the taxing authority, (c) to file, prosecute, compromise or
settle any claim for refund and (d) to determine whether any refunds to
which the filing group may be entitled shall be paid by way of refund or
credited against the tax liability of the group. Each Group Member hereby
irrevocably appoints the Designated Lead Company as its agent and
attorney-in-fact to take such action (including the execution of documents)
as the Designated Lead Company may deem appropriate to effect the
foregoing.
7. ADDITIONAL MEMBERS
If future subsidiaries are acquired or created and they participate in the
consolidated, combined or unitary filing, such subsidiaries shall join in
and be bound by this Agreement. This section will also apply to
subsidiaries that are not eligible immediately to join the filing group,
when they become eligible to join the filing group.
8. COMPANIES LEAVING GROUP
Except as specifically treated to the contrary herein, a Group Member shall
be treated as having withdrawn from this Agreement upon the signing of a
letter of intent or a definitive agreement to sell the Group Member.
Amounts payable to or receivable from Designated Lead Company shall be
recomputed with respect to the withdrawing Group Member, including an
estimate of the remaining taxes actually payable or receivable upon the
filing of the tax return for the year of withdrawal, as of the last day
such Group Member is a member of the group. Any amounts so computed as due
to or from the Designated Lead Company to or from Group Member shall be
paid prior to its leaving the group, provided, however, that any deficiency
or excess of taxes determined on the basis of the tax return filed for the
year of withdrawal, and paid to or from Designated Lead Company related to
the tax liability of the withdrawing Group Member for the portion of the
year of withdrawal during which it had been a member of the affiliated
group, shall be settled not later than November 15 of the year following
the year of the date of withdrawal.
The extent to which Designated Lead Company or such Group Member is
entitled to any other payments as a result of adjustments, as provided in
section 5 hereof, determined after such Group Member has left the
affiliated group but affecting any taxable year
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during which this Agreement was in effect with respect to the Designated
Lead Company and such Group Member, shall be provided for pursuant to a
separate written agreement between ING and the former Group Member or its
new owner, or in the absence of such agreement, pursuant to the provision
of section 5 hereof. Tax benefits arising from the carry back of losses or
credits of the former Group Member to tax years during which it was a
member of the group shall not be refunded to the Group Member, unless
specifically provided for pursuant to a separate written agreement between
ING and the former Group Member, or its new owner.
9. BOOKS AND RECORDS
The books, accounts and records of ING and the Subsidiaries shall be
maintained so as to provide clearly and accurately the information required
for the operation of this Agreement. Notwithstanding termination of this
Agreement, all materials including, but not limited to, returns, supporting
schedules, workpapers, correspondence and other documents relating to the
combined, consolidated or unitary tax return shall be made available to ING
and/or any Subsidiary during regular business hours. Records will be
retained by ING and by each Subsidiary, in a manner satisfactory to ING,
adequate to comply with any audit request by the appropriate State or local
taxing authority, and, in any event to comply with any record retention
agreement entered into by ING or any Subsidiary with such taxing authority.
10. ESCROW AGREEMENTS
The parties hereto agree that, to the extent required by applicable law,
they shall enter into and file with appropriate jurisdictions any escrow
agreements or similar contractual arrangements with respect to the taxes
covered by this Agreement. The terms of such agreements shall, to the
extent set forth therein, and with respect to the parties thereto, prevail
over the terms of this Agreement.
11. TERMINATION
This Agreement shall be terminated if ING and the Subsidiaries agree in
writing to such termination.
12. ADMINISTRATION
This Agreement shall be administered by the Vice President of Taxes of ING
or, in his/her absence, by any other officer of ING so designated by the
Controller of ING. Disputes between ING and any Subsidiary shall be
resolved by the Vice President of Taxes of ING or other designated officer
and the senior financial officer of each Subsidiary involved in the
dispute. Should ING, in its sole discretion, determine that any provision
of this Agreement cannot be applied practicably to any item or any part of
any state or local income tax return, ING shall apply a reasonable rule of
operation in such situation, as determined in its sole discretion, but
predicated on the principle of equitable sharing of the tax impact of such
item among those parties included in the tax return responsible for such
tax impact. ING and the Subsidiaries each agree to indemnify any
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party to this agreement for any loss or other injury sustained as a result
of errors or omissions committed by ING or one of the Subsidiaries in
connection with this Agreement.
13. PERIOD COVERED
This Agreement shall be effective with respect to each party thereto upon
signing by such party, and shall supersede all previous agreements between
ING and any Subsidiary with respect to the matters contained herein and
such previous agreement shall thereupon terminate. The Agreement shall
apply to the taxable year 2001, to all prior taxable years which are open
to adjustments as provided in section 5 hereof (to the extent not subject
to any separate tax sharing agreement) and to all subsequent periods unless
and until amended or terminated, as provided in section 11 hereof.
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IN WITNESS WHEREOF, the parties hereto have executed this Tax Sharing Agreement.
ING America Insurance Holdings, Inc. By: /s/ Xxxxx Xxxxxxxxxxx
-------------------------------------
Name: Xxxxx Xxxxxxxxxxx
Title: Treasurer
Cyberlink Development, LLC By: /s/ Xxxxx Xxxxxxxxxxx
-------------------------------------
Name: Xxxxx Xxxxxxxxxxx
Title: Vice President and
Treasurer
GAC Capital, Inc. By: /s/ Xxxx X. Xxxxx
-------------------------------------
Name: Xxxx X. Xxxxx
Title: Senior Vice President, Tax
ING America Life Corporation By: /s/ Xxxxx Xxxxxxxxxxx
-------------------------------------
Name: Xxxxx Xxxxxxxxxxx
Title: Vice President and
Treasurer
ING Fund Services Co., LLC By: /s/ Xxxxx X. Xxxxx
-------------------------------------
Name: Xxxxx X. Xxxxx
Title: Senior Vice President and
Controller
ING Mutual Funds Management Co., LLC By: /s/ Xxxxx X. Xxxxx
(merged into ING Investments, LLC -------------------------------------
in 2001) Name: Xxxxx X. Xxxxx
Title: Senior Vice President and
Controller
ING North America Insurance
Corporation By: /s/ Xxxxx Xxxxxxxxxxx
-------------------------------------
Name: Xxxxx Xxxxxxxxxxx
Title: Vice President and
Treasurer
Life of Georgia Agency, Inc. By: /s/ Xxxxx Xxxxxxxxxxx
-------------------------------------
Name: Xxxxx Xxxxxxxxxxx
Title: Vice President and
Treasurer
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Life Insurance Company of Georgia By: /s/ Xxxxx Xxxxxxxxxxx
-------------------------------------
Name: Xxxxx Xxxxxxxxxxx
Title: Vice President and
Treasurer
Lion Custom Investments, LLC By: /s/ Xxxxx Xxxxxxxxxxx
-------------------------------------
Name: Xxxxx Xxxxxxxxxxx
Title: Vice President and
Treasurer
Lion II Custom Investments, LLC By: /s/ Xxxxx Xxxxxxxxxxx
-------------------------------------
Name: Xxxxx Xxxxxxxxxxx
Title: Vice President and
Treasurer
MIA Office Americas, Inc. By: /s/ Xxxxx Xxxxxxxxxxx
-------------------------------------
Name: Xxxxx Xxxxxxxxxxx
Title: Vice President and
Treasurer
Orange Investment Enterprises, Inc. By: /s/ Xxxxx Xxxxxxxxxxx
-------------------------------------
Name: Xxxxx Xxxxxxxxxxx
Title: Vice President and
Treasurer
QuickQuote, Inc. By: /s/ Xxxx X. Xxxxx
-------------------------------------
Name: Xxxx X. Xxxxx
Title: Senior Vice President, Tax
QuickQuote Financial, Inc. By: /s/ Xxxx Xxxxx
-------------------------------------
Name: Xxxx Xxxxx
Title: Assistant Secretary
QuickQuote Systems, Inc. By: /s/ Xxxx Xxxxx
-------------------------------------
Name: Xxxx Xxxxx
Title: Assistant Secretary
Southland Life Insurance Company By: /s/ Xxxxx Xxxxxxxxxxx
-------------------------------------
Name: Xxxxx Xxxxxxxxxxx
Title: Vice President and
Treasurer
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Springstreet Associates, Inc. By: /s/ Xxxx X. Xxxxx
-------------------------------------
Name: Xxxx X. Xxxxx
Title: Senior Vice President, Tax
First Columbine Life Insurance By: /s/ Xxxxx Xxxxxxxxxxx
Company -------------------------------------
Name: Xxxxx Xxxxxxxxxxx
Title: Vice President and
Treasurer
First Secured Mortgage Deposit By: /s/ Xxxxxxx Xxxxxxx Xxxxx
Corporation -------------------------------------
Name: Xxxxxxx Xxxxxxx Xxxx
Title: President and Director
First ING Life Insurance Company of By: /s/ Xxxx X.Xxxxx
New York -------------------------------------
Name: Xxxx X. Xxxxx
Title: Secretary
ING America Equities, Inc. By: /s/ Xxxxx Xxxxxxx-Xxxxxxx
-------------------------------------
Name: Xxxxx Xxxxxxx-Xxxxxxx
Title: Secretary
Midwestern United Life Insurance By: /s/ Xxxxx Xxxxxxxxxxx
Company -------------------------------------
Name: Xxxxx Xxxxxxxxxxx
Title: Vice President and
Treasurer
Security Life of Denver Insurance By: /s/ Xxxxx Xxxxxxxxxxx
Company -------------------------------------
Name: Xxxxx Xxxxxxxxxxx
Title: Vice President and
Treasurer
Security Life Assignment Corporation By: /s/ Xxxxx Xxxxxxxxxxx
-------------------------------------
Name: Xxxxx Xxxxxxxxxxx
Title: Vice President and
Treasurer
UC Mortgage Corp By: /s/ Xxxx X. Xxxxx
-------------------------------------
Name: Xxxx X. Xxxxx
Title: Senior Vice President, Tax
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ING Brokers Network, LLC By: /s/ Xxxx X. Xxxxxxx
(fka ING Advisors Network, Inc.) -------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Chief Executive Officer
ING Insurance Agency, Inc. By: /s/ Xxxx X. Xxxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Chief Executive Officer
IFG Advisory Services, Inc. By: /s/ Xxxxx Xxxxx
(aka Associated Financial -------------------------------------
Planners, Inc.) Name: Xxxxx Xxxxx
Title: Vice President, Taxation
Carnegie Financial Corporation By: /s/ E. Xxxx Xxxxxxx
-------------------------------------
Name: E. Xxxx Xxxxxxx
Title: Treasurer
Carnegie Securities Corporation By: /s/ E. Xxxx Xxxxxxx
-------------------------------------
Name: E. Xxxx Xxxxxxx
Title: Treasurer
Compulife Agency, Inc. By: /s/ E. Xxxx Xxxxxxx
-------------------------------------
Name: E. Xxxx Xxxxxxx
Title: Treasurer
Compulife, Inc. By: /s/ Xxxx X. Xxxxx
-------------------------------------
Name: Xxxx X. Xxxxx
Title: Senior Vice President, Tax
Compulife Investor Services, Inc. By: /s/ Xxxxxx X. Xxxx
-------------------------------------
Name: Xxxxxx X. Xxxx
Title: Tax Officer
IFG Advisory, Inc. By: /s/ E. Xxxx Xxxxxxx
-------------------------------------
Name: E. Xxxx Xxxxxxx
Title: Treasurer
10
IFG Agency, Inc. By: /s/ E. Xxxx Xxxxxxx
-------------------------------------
Name: E. Xxxx Xxxxxxx
Title: Treasurer
IFG Agency of Ohio, Inc. By: /s/ E. Xxxx Xxxxxxx
-------------------------------------
Name: E. Xxxx Xxxxxxx
Title: Treasurer
IFG Brokerage Corp. By: /s/ E. Xxxx Xxxxxxx
-------------------------------------
Name: E. Xxxx Xxxxxxx
Title: Treasurer
IFG Insurance Agency of By: /s/ E. Xxxx Xxxxxxx
Massachusetts, Inc. -------------------------------------
Name: E. Xxxx Xxxxxxx
Title: Treasurer
IFG Insurance Services, Inc. By: /s/ E. Xxxx Xxxxxxx
-------------------------------------
Name: E. Xxxx Xxxxxxx
Title: Treasurer
IFG Insurance Services of Alabama, By: /s/ E. Xxxx Xxxxxxx
Inc. -------------------------------------
Name: E. Xxxx Xxxxxxx
Title: Treasurer
IFG Network, Inc. By: /s/ E. Xxxx Xxxxxxx
-------------------------------------
Name: E. Xxxx Xxxxxxx
Title: Treasurer
IFG Network Securities, LLC By: /s/ Xxxxx Xxxxx
-------------------------------------
Name: Xxxxx Xxxxx
Title: Vice President and
Tax Officer
IFG Services, Inc. By: /s/ E. Xxxx Xxxxxxx
-------------------------------------
Name: E. Xxxx Xxxxxxx
Title: Treasurer
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Investors Financial Group, LLC By: /s/ E. Xxxx Xxxxxxx
-------------------------------------
Name: E. Xxxx Xxxxxxx
Title: Treasurer
Investors Financial Planning, Inc. By: /s/ E. Xxxx Xxxxxxx
-------------------------------------
Name: E. Xxxx Xxxxxxx
Title: Treasurer
National Alliance for Independent By: /s/ E. Xxxx Xxxxxxx
Portfolio Managers, Inc. -------------------------------------
Name: E. Xxxx Xxxxxxx
Title: Treasurer
Xxxxxxxxxx, Bass & Associates, Inc. By: /s/ E. Xxxx Xxxxxxx
-------------------------------------
Name: E. Xxxx Xxxxxxx
Title: Treasurer
Planned Investments, Inc. By: /s/ E. Xxxx Xxxxxxx
-------------------------------------
Name: E. Xxxx Xxxxxxx
Title: Treasurer
Planned Investment Resources, Inc. By: /s/ E. Xxxx Xxxxxxx
-------------------------------------
Name: E. Xxxx Xxxxxxx
Title: Treasurer
MFSC Insurance Agency of California, By: /s/ Xxxxxxx X. Xxxxxx-Xxxxxxxx
Inc. -------------------------------------
Name: Xxxxxxx X. Xxxxxx-Xxxxxxxx
Title: Director
MFSC Insurance Agency of By: /s/ Xxxx X. Xxxxx
Massachusetts, Inc. -------------------------------------
Name: Xxxx X. Xxxxx
Title: Senior Vice President, Tax
MFSC Insurance Agency of Nevada, Inc. By: /s/ Xxxxxxx X. Xxxxxx-Xxxxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxx-Xxxxxxxx
Title: Director
12
MFSC Insurance Agency of Ohio, Inc. By: /s/ Xxxxxxx X. Xxxxxx-Xxxxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxx-Xxxxxxxx
Title: Director
MFSC Insurance Agency of Texas, Inc. By: /s/ Xxxx X. Xxxxx
-------------------------------------
Name: Xxxx X. Xxxxx
Title: Senior Vice President, Tax
Multi-Financial Group, Inc. By: /s/ Xxxxxxx X. Xxxxxx-Xxxxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxx-Xxxxxxxx
Title: Director
Multi-Financial Securities By: /s/ Xxxxxxx X. Xxxxxx-Xxxxxxxx
Corporation -------------------------------------
Name: Xxxxxxx X. Xxxxxx-Xxxxxxxx
Title: Director
PMG Agency, Inc. By: /s/ Xxxx X. Xxxx
-------------------------------------
Name: Xxxx X. Xxxx
Title: Vice President
VESTAX Capital Corporation By: /s/ Xxxxxxx X. Xxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Director
VESTAX Securities Corporation By: /s/ Xxxx X. Xxxx
-------------------------------------
Name: Xxxx X. Xxxx
Title: Vice President,
Chief Operating Officer
and SROP
VTX Agency, Inc. By: /s/ R. Xxxx Xxxxxx
-------------------------------------
Name: R. Xxxx Xxxxxx
Title: Vice President, Secretary
and Treasurer
VTX Agency of Massachusetts, Inc. By: /s/ R. Xxxx Xxxxxx
-------------------------------------
Name: R. Xxxx Xxxxxx
Title: Vice President, Secretary
and Treasurer
13
VTX Agency of Michigan, Inc. By: /s/ R. Xxxx Xxxxxx
-------------------------------------
Name: R. Xxxx Xxxxxx
Title: Vice President, Secretary
and Treasurer
VTX Agency of Texas, Inc. By: /s/ Xxxx X. Xxxx
-------------------------------------
Name: Xxxx X. Xxxx
Title: President, Secretary and
Treasurer
ING Payroll Management, Inc. By: /s/ Xxxxx Xxxxxxxxxxx
-------------------------------------
Name: Xxxxx Xxxxxxxxxxx
Title: Treasurer
Directed Services, Inc. By: /s/ Xxxxx Xxx Xxxxxxxx
-------------------------------------
Name: Xxxxx Xxx Xxxxxxxx
Title: Senior Vice President and
Assistant Secretary
Equitable of Iowa Companies, Inc. By: /s/ Xxxxx Xxxxxxxxxxx
-------------------------------------
Name: Xxxxx Xxxxxxxxxxx
Title: Vice President and
Treasurer
ING Funds Distributor, Inc. By: /s/ Xxxxx X. Xxxxx
(fka ING Pilgrim Securities, -------------------------------------
Inc.; fka Pilgrim Securities, Inc.) Name: Xxxxx X. Xxxxx
Title: Senior Vice President and
Controller
Locust Street Securities, Inc. By: /s/ Xxxxxxxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxxxxxxx X. Xxxxxx
Title: Vice President, Compliance
LSSI, Inc. By: /s/ Xxxxxxxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxxxxxxx X. Xxxxxx
Title: Secretary
LSSI Massachusetts Insurance Agency, By: /s/ Xxxx Xxxxxxxx
Inc. -------------------------------------
Name: Xxxx Xxxxxxxx
Title: President and Secretary
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LSSI North Carolina, Inc. By: /s/ Xxxx Xxxxxxxx
-------------------------------------
Name: Xxxx Xxxxxxxx
Title: President and Secretary
LSSI Nevada, Inc. By: /s/ Xxxxxxxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxxxxxxx X. Xxxxxx
Title: Secretary
LSSI Ohio Agency, Inc. By: /s/ Xxxx Xxxxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Vice President and
Secretary
LSSI Texas, Inc. By: /s/ Xxxxxxxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxxxxxxx X. Xxxxxx
Title: Secretary
ReliaStar Financial Corp. By: /s/ Xxxxx Xxxxxxxxxxx
-------------------------------------
Name: Xxxxx Xxxxxxxxxxx
Title: Vice President and
Treasurer
Bancwest Insurance Agency, Inc. By: /s/ Xxxxx Xxxxxxx-Xxxxxxx
-------------------------------------
Name: Xxxxx Xxxxxxx-Xxxxxxx
Title: Assistant Secretary
Washington Square Securities, Inc. By: /s/ Xxxxxx X. Xxxx
-------------------------------------
Name: Xxxxxx X. Xxxx
Title: Tax Officer
Washington Square Insurance Agency, By: /s/ Xxxxxx X. Xxxx
Inc. (MA) -------------------------------------
Name: Xxxxxx X. Xxxx
Title: Tax Officer
Washington Square Insurance Agency, By: /s/ Xxxxxx X. Xxxx
Inc. (TX) -------------------------------------
Name: Xxxxxx X. Xxxx
Title: Tax Officer
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Xxxxxxxxxx Xxxxxx Insurance Agency, By: /s/ Xxxxxx X. Xxxx
Inc. (NM) -------------------------------------
Name: Xxxxxx X. Xxxx
Title: Tax Officer
Washington Square Insurance Agency, By: /s/ Xxxxxx X. Xxxx
Inc. (OH) -------------------------------------
Name: Xxxxxx X. Xxxx
Title: Tax Officer
PrimeVest Financial Services, Inc. By: /s/ Xxxxxx X. Xxxx
-------------------------------------
Name: Xxxxxx X. Xxxx
Title: Tax Officer
PrimeVest Insurance Agency of Alabama, By: /s/ Xxxxx X. Xxxx
Inc. -------------------------------------
Name: Xxxxx X. Xxxx
Title: Secretary
PrimeVest Insurance Agency of By: /s/ Xxxxx X. Xxxx
New Mexico, Inc. -------------------------------------
Name: Xxxxx X. Xxxx
Title: Secretary
PrimeVest Insurance Agency of Ohio, By: /s/ Xxxxx X. Xxxx
Inc. -------------------------------------
Name: Xxxxx X. Xxxx
Title: Secretary
PrimeVest Insurance Agency of By: /s/ Xxxxx X. Xxxx
Oklahoma, Inc. -------------------------------------
Name: Xxxxx X. Xxxx
Title: Secretary
PrimeVest Insurance Agency of Texas, By: /s/ XxXxx Xxxxxxx XxXxxx
Inc. -------------------------------------
Name: XxXxx Xxxxxx XxXxxx
Title: Sole Director and
President, Secretary and
Treasurer
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Branson Insurance Agency, Inc. By: /s/ Xxxxx X. Xxxx
-------------------------------------
Name: Xxxxx X. Xxxx
Title: Secretary
Express America TC, Inc. By: /s/ Xxxxx X. Xxxxx
-------------------------------------
Name: Xxxxx X. Xxxxx
Title: Senior Vice President and
Controller
EAMC Liquidation Corp. By: /s/ Xxxxx X. Xxxxx
-------------------------------------
Name: Xxxxx X. Xxxxx
Title: Senior Vice President
and Controller
Granite Investment Services, Inc. By: /s/ Xxxxxx X. Xxxx
-------------------------------------
Name: Xxxxxx X. Xxxx
Title: Tax Officer
ReliaStar Investment Research, Inc. By: /s/ Xxxxxx X. Xxxx
-------------------------------------
Name: Xxxxxx X. Xxxx
Title: Tax Officer
ReliaStar Payroll Agent, Inc. By: /s/ Xxxxx Xxxxxxx-Xxxxxxx
-------------------------------------
Name: Xxxxx Xxxxxxx-Xxxxxxx
Title: Secretary
ING Capital Corporation, LLC By: /s/ Xxxxx X. Xxxxx
(fka ING Pilgrim Capital Corporation; -------------------------------------
fka Pilgrim Capital Corporation; fka Name: Xxxxx X. Xxxxx
Xxxxxxx Holdings Corporation) Title: Senior Vice President and
Controller
ING Pilgrim Funding, Inc. By: /s/ Xxxxx X. Xxxxx
(fka Pilgrim Funding, Inc.) -------------------------------------
Name: Xxxxx X. Xxxxx
Title: Senior Vice President and
Controller
ING Funds Services, LLC By: /s/ Xxxxx X. Xxxxx
(fka ING Pilgrim Group, LLC; fka -------------------------------------
Pilgrim Group, LLC) Name: Xxxxx X. Xxxxx
Title: Senior Vice President
and Controller
17
ING Investments, LLC By: /s/ Xxxxx X. Xxxxx
(fka ING Pilgrim Investments, LLC; -------------------------------------
fka Pilgrim Investments, Inc.) Name: Xxxxx X. Xxxxx
Title: Senior Vice President
and Controller
ING Re Underwriters, Inc. By: /s/ Xxxxx Xxxxxxx-Xxxxxxx
(fka ReliaStar Managing Underwriters, -------------------------------------
Inc.) Name: Xxxxx Xxxxxxx-Xxxxxxx
Title: Secretary
ING National Trust (fka ReliaStar By: /s/ Xxxxxx X. Xxxxxxx
National Trust Company) -------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Assistant Vice President,
Finance
Northeastern Corporation By: /s/ Xxxx X. Xxxxx
-------------------------------------
Name: Xxxx X. Xxxxx
Title: Senior Vice President, Tax
Successful Money Management Seminars, By: /s/ Xxxxx Xxxxx
Inc. -------------------------------------
Name: Xxxxx Xxxxx
Title: Vice President
Financial Northeastern Corporation By: /s/ Xxxxx Xxxxxxx-Xxxxxxx
-------------------------------------
Name: Xxxxx Xxxxxxx-Xxxxxxx
Title: Secretary
FNC Insurance Services, Inc. By: /s/ Xxxxxxx X. Xxxx
-------------------------------------
Name: Xxxxxxx X. Xxxx
Title: Secretary
Financial Northeastern Securities, By: /s/ Xxxxxx X. Xxxx
Inc. -------------------------------------
Name: Xxxxxx X. Xxxx
Title: Tax Officer
Guaranty Brokerage Services, Inc. By: /s/ Xxxxxx X. Xxxx
(fka Split Rock Financial, Inc.; -------------------------------------
fka Bisys Brokerage Services, Inc.) Name: Xxxxxx X. Xxxx
Title: Tax Officer
18
Bancwest Investment Services, Inc. By: /s/ Xxxxxx X. Xxxx
-------------------------------------
Name: Xxxxxx X. Xxxx
Title: Tax Officer
Washington Square Insurance Agency, By: /s/ Xxxxxx X. Xxxx
Inc. (AL) -------------------------------------
Name: Xxxxxx X. Xxxx
Title: Tax Officer
Lexington Funds Distributor, Inc. By: /s/ Xxxxx X. Xxxxx
-------------------------------------
Name: Xxxxx X. Xxxxx
Title: Senior Vice President and
Controller
ING Advisors, Inc. (fka ING Pilgrim By: /s/ Xxxxx X. Xxxxx
Advisors; fka ING Lexington -------------------------------------
Management Corporation) Name: Xxxxx X. Xxxxx
Title: Senior Vice President and
Controller
Lion Connecticut Holdings Inc. By: /s/ Xxxxxx X. Xxxx
-------------------------------------
Name: Xxxxxx X. Xxxx
Title: Vice President and
Tax Officer
Aetna Financial Services, Inc. By: /s/ Xxxxx Xxxxxxx-Xxxxxxx
-------------------------------------
Name: Xxxxx Xxxxxxx-Xxxxxxx
Title: Secretary
ING Insurance Services Holding By: /s/ XXXXXX X. XXXX
Company, Inc. (fka Aetna Insurance -------------------------------------
Agency Holding Co., Inc.) Name: Xxxxxx X. Xxxx
Title: Tax Officer
ING Insurance Services, Inc. By: /s/ Xxxxxx X. Xxxx
(fka Aetna Insurance Agency, Inc.) -------------------------------------
Name: Xxxxxx X. Xxxx
Title: Tax Officer
ING Insurance Services of Alabama, By: /s/ Xxxxxx X. Xxxx
Inc. (fka Aetna Insurance Agency of -------------------------------------
Alabama, Inc.) Name: Xxxxxx X. Xxxx
Title: Tax Officer
19
ING Insurance Services of By: /s/ Xxxxxx X. Xxxx
Massachusetts, Inc. (fka Aetna -------------------------------------
Insurance Agency of Massachusetts, Name: Xxxxxx X. Xxxx
Inc.) Title: Tax Officer
Aetna Insurance Agency of Ohio, Inc. By: /s/ Xxxx X. Xxxxx
-------------------------------------
Name: Xxxx X. Xxxxx
Title: Senior Vice Pesident,
Tax
ING Retail Holding Company, Inc. By: /s/ Xxxxxx X. Xxxx
(fka Aetna Retail Holding Company, -------------------------------------
Inc.) Name: Xxxxxx X. Xxxx
Title: Tax Officer
ING Retirement Services, Inc. By: /s/ Xxxxx Xxxxxxxxxxx
(fka Aetna Retirement Services, Inc.) -------------------------------------
Name: Xxxxx Xxxxxxxxxxx
Title: Vice President and
Treasurer
ING Retirement Holdings, Inc. By: /s/ Xxxxx Xxxxxxxxxxx
(fka Aetna Retirement Holdings, Inc.) -------------------------------------
Name: Xxxxx Xxxxxxxxxxx
Title: Senior Vice President and
Treasurer
ING Insurance Services Holding By: /s/ Xxxxxx X. Xxxx
Company, Inc. (fka Aetna Service -------------------------------------
Holding Company, Inc. Name: Xxxxxx X. Xxxx
Title: Tax Officer
Systematized Benefits Administrators, By: /s/ Xxxxxx X. Xxxx
Inc. -------------------------------------
Name: Xxxxxx X. Xxxx
Title: Tax Officer
FNI International, Inc. By: /s/ Xxxx X. Xxxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Corporate Secretary
Financial Network Investment By: /s/ Xxxx X. Xxxxxxx
Corporation -------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Corporate Secretary
20
FN Insurance Services, Inc. By: /s/ Xxxx X. Xxxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Executive Vice President
and Secretary
FN Insurance Agency of Massachusetts, By: /s/ Xxxx X. Xxxxxxx
Inc. -------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Secretary
FN Insurance Agency of New Jersey, By: /s/ Xxxx X. Xxxxxxx
Inc. -------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Corporate Secretary
FN Insurance Services of Nevada, Inc. By: /s/ Xxxx X. Xxxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Secretary
FN Insurance Services of Alabama, Inc. By: /s/ Xxxx X. Xxxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Secretary
FN Insurance Agency of Kansas, Inc. By: /s/ Xxxx X. Xxxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Corporate Secretary
ING International Insurance Holdings, By: /s/ Xxxx X. Xxxxxxx
Inc. (fka Aetna International, Inc.) -------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Assistant Secretary
ING International Nominee Holdings, By: /s/ Xxxx X. Xxxxxxx
Inc. (fka AE Five, Incorporated) -------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Assistant Secretary
XXXXX Holdings, Inc. By: /s/ Xxxxx Xxxxxxxxxxx
-------------------------------------
Name: Xxxxx Xxxxxxxxxxx
Title: Vice President and
Treasurer
21
Aetna Capital Holdings, Inc. By: /s/ Xxxxx Xxxxxx
-------------------------------------
Name Xxxxx Xxxxxx
Title: Assistant Secretary
Aetna International Fund Management, By: /s/ Xxxxx Xxxxxx
Inc. -------------------------------------
Name Xxxxx Xxxxxx
Title: Assistant Secretary
Financial Network Investment By: /s/ Xxxx X. Xxxxxxx
Corporation of Hawaii -------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Secretary
Financial Network Investment By: /s/ Xxxx X. Xxxxxxx
Corporation of Hilo, Inc. -------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Corporate Secretary
Financial Network Investment By: /s/ Xxxx X. Xxxxxxx
Corporation Of Honolulu -------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Corporate Secretary
Financial Network Investment By: /s/ Xxxx X. Xxxxxxx
Corporation of Kauai, Inc. -------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Corporate Secretary
Financial Network Investment By: /s/ Xxxx X. Xxxxxxx
Corporation of Puerto Rico, Inc. -------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Corporate Secretary
FN Insurance Services of HI, Inc. By: /s/ Xxxx X. Xxxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Vice President and
Corporate Secretary
ReliaStar Life Insurance Company By: /s/ Xxxxx Xxxxxxx-Xxxxxxx
-------------------------------------
Name: Xxxxx Xxxxxxx-Xxxxxxx
Title: Secretary
22
Northern Life Insurance Company By: /s/ Xxxxx Xxxxxxx-Xxxxxxx
-------------------------------------
Name: Xxxxx Xxxxxxx-Xxxxxxx
Title: Secretary
Security-Connecticut Life Insurance By: /s/ Xxxxx Xxxxxxx-Xxxxxxx
Company -------------------------------------
Name: Xxxxx Xxxxxxx-Xxxxxxx
Title: Secretary
ING Life Insurance and Annuity Company By: /s/ Xxxxx Xxxxxxx-Xxxxxxx
-------------------------------------
Name: Xxxxx Xxxxxxx-Xxxxxxx
Title: Secretary
ING Insurance Company of America By: /s/ Xxxxx Xxxxxxx-Xxxxxxx
-------------------------------------
Name: Xxxxx Xxxxxxx-Xxxxxxx
Title: Secretary
Equitable Life Insurance Company of By: /s/ Xxxxx Xxxxxxx-Xxxxxxx
Iowa -------------------------------------
Name: Xxxxx Xxxxxxx-Xxxxxxx
Title: Secretary
USG Annuity & Life Company By: /s/ Xxxxx Xxxxxxx-Xxxxxxx
-------------------------------------
Name: Xxxxx Xxxxxxx-Xxxxxxx
Title: Secretary
Golden American Life Insurance Company By: /s/ Xxxxx Xxxxxxx-Xxxxxxx
-------------------------------------
Name: Xxxxx Xxxxxxx-Xxxxxxx
Title: Secretary
23
