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,
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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 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.
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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 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 Xxxxx
-------------------------------------
Name: Xxxx Xxxxx
Title:
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
(merged into ING Investments, LLC in 2001) By: /s/ Xxxxx X. Xxxxx
-------------------------------------
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 Xxxxx
-------------------------------------
Name: Xxxx Xxxxx
Title:
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
8
Springstreet Associates, Inc. By: /s/ Xxxx Xxxxx
-------------------------------------
Name: Xxxx Xxxxx
Title:
First Columbine Life Insurance Company By: /s/ Xxxxx Xxxxxxxxxxx
-------------------------------------
Name: Xxxxx Xxxxxxxxxxx
Title: Vice President and Treasurer
First Secured Mortgage Deposit Corporation By: /s/ Xxxxxxx Xxxxxxx Xxxx
-------------------------------------
Name: Xxxxxxx Xxxxxxx Xxxx
Title: President and Director
First ING Life Insurance Company of New York By: /s/ Xxxx X. Xxxxx
-------------------------------------
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 Company By: /s/ Xxxxx Xxxxxxxxxxx
-------------------------------------
Name: Xxxxx Xxxxxxxxxxx
Title: Vice President and Treasurer
Security Life of Denver Insurance Company By: /s/ Xxxxx Xxxxxxxxxxx
-------------------------------------
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 Xxxxx
-------------------------------------
Name: Xxxx Xxxxx
Title:
9
ING Brokers Network, LLC (fka ING By: /s/ Miles X. Xxxxxx
Advisors Network, Inc.) -------------------------------------
Name: Miles X. Xxxxxx
Title: Director
ING Insurance Agency, Inc. By: /s/ Xxxx X. Xxxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Chief Executive Officer
IFG Advisory Services, Inc. (aka Associated By: /s/ Xxxxx Xxxxx
-------------------------------------
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 Xxxxx
-------------------------------------
Name: Xxxx Xxxxx
Title:
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
IFG Agency, Inc. By: /s/ E. Xxxx Xxxxxxx
-------------------------------------
Name: E. Xxxx Xxxxxxx
Title: Treasurer
10
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 Massachusetts, Inc. By: /s/ E. Xxxx Xxxxxxx
-------------------------------------
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, Inc. By: /s/ E. Xxxx Xxxxxxx
-------------------------------------
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
11
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 Portfolio By: /s/ E. Xxxx Xxxxxxx
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, Inc. By: /s/ Xxxxxxx X. Xxxxxx-Xxxxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxx-Xxxxxxxx
Title: Director
MFSC Insurance Agency of Massachusetts, Inc. By: /s/ Xxxx Xxxxx
-------------------------------------
Name: Xxxx Xxxxx
Title:
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 Xxxxx
-------------------------------------
Name: Xxxx Xxxxx
Title:
Multi-Financial Group, Inc. By: /s/ Xxxxxxx X. Xxxxxx-Xxxxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxx-Xxxxxxxx
Title: Director
Multi-Financial Securities Corporation By: /s/ Xxxxxxx X. Xxxxxx-Xxxxxxxx
-------------------------------------
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/ Xxx Xxxxx Xxxxx
-------------------------------------
Name: Xxx Xxxxx Xxxxx
Title: Vice President
Equitable of Iowa Companies, Inc. By: /s/ Xxxxx Xxxxxxxxxxx
-------------------------------------
Name: Xxxxx Xxxxxxxxxxx
Title: Vice President and Treasurer
ING Funds Distributor, Inc. (fka ING Pilgrim By: /s/ Xxxxx X. Xxxxx
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, Inc. By: /s/ Xxxx Xxxxxxxx
-------------------------------------
Name: Xxxx Xxxxxxxx
Title: President and Secretary
14
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 X. 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, Inc. (MA) By: /s/ Xxxxxx X. Xxxx
-------------------------------------
Name: Xxxxxx X. Xxxx
Title: Tax Officer
Washington Square Insurance Agency, Inc. (TX) By: /s/ Xxxxxx X. Xxxx
-------------------------------------
Name: Xxxxxx X. Xxxx
Title: Tax Officer
00
Xxxxxxxxxx Xxxxxx Insurance Agency, Inc. (NM) By: /s/ Xxxxxx X. Xxxx
-------------------------------------
Name: Xxxxxx X. Xxxx
Title: Tax Officer
Washington Square Insurance Agency, Inc. (OH) By: /s/ Xxxxxx X. Xxxx
-------------------------------------
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, Inc. By: /s/ Xxxxx X. Mass
-------------------------------------
Name: Xxxxx X. Xxxx
Title: Secretary
PrimeVest Insurance Agency of New Mexico, Inc. By: /s/ Xxxxx X. Mass
-------------------------------------
Name: Xxxxx X. Xxxx
Title: Secretary
PrimeVest Insurance Agency of Ohio, Inc. By: /s/ Xxxxx X. Mass
-------------------------------------
Name: Xxxxx X. Xxxx
Title: Secretary
PrimeVest Insurance Agency of Oklahoma, Inc. By: /s/ Xxxxx X. Mass
-------------------------------------
Name: Xxxxx X. Xxxx
Title: Secretary
PrimeVest Insurance Agency of Texas, Inc. By: /s/ XxXxx Xxxxxx XxXxxx
-------------------------------------
Name: XxXxx Xxxxxx XxXxxx
Title: Sole Director and President, Secretary and
Treasurer
16
Branson Insurance Agency, Inc. By: /s/ Xxxxx X. Mass
-------------------------------------
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 (fka ING Pilgrim Capital By: /s/ Xxxxx X. Xxxxx
Corporation; fka Pilgrim Capital Corporation; fka -------------------------------------
Pilgrim Holdings Corporation) Name: Xxxxx X. Xxxxx
Title: Senior Vice President and Controller
ING Pilgrim Funding, Inc. (fka Pilgrim Funding, Inc.) By: /s/ Xxxxx X. Xxxxx
-------------------------------------
Name: Xxxxx X. Xxxxx
Title: Senior Vice President and Controller
ING Funds Services, LLC (fka ING Pilgrim Group, By: /s/ Xxxxx X. Xxxxx
LLC; fka Pilgrim Group, LLC) -------------------------------------
Name: Xxxxx X. Xxxxx
Title: Senior Vice President and Controller
17
ING Investments, LLC (fka ING Pilgrim Investments, LLC; By: /s/ Xxxxx X. Xxxxx
fka Pilgrim Investments, Inc.) -------------------------------------
Name: Xxxxx X. Xxxxx
Title: Senior Vice President and Controller
ING Re Underwriters, Inc. (fka ReliaStar Managing By: /s/ Xxxxx Xxxxxxx-Xxxxxxx
Underwriters, Inc.) -------------------------------------
Name: Xxxxx Xxxxxxx-Xxxxxxx
Title: Secretary
ING National Trust (fka ReliaStar National Trust Company) By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Assistant Vice President, Finance
Northeastern Corporation By: /s/ Xxxx Xxxxx
-------------------------------------
Name: Xxxx Xxxxx
Title:
Successful Money Management Seminars, Inc. By: /s/ Xxxxx Xxxxx
-------------------------------------
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, Inc. By: /s/ Xxxxxx X. Xxxx
-------------------------------------
Name: Xxxxxx X. Xxxx
Title: Tax Officer
Guaranty Brokerage Services, Inc. (fka Split Rock By: /s/ Xxxxxx X. Xxxx
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, Inc. (AL) By: /s/ Xxxxxx X. Xxxx
-------------------------------------
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 Advisors; fka ING By: /s/ Xxxxx X. Xxxxx
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 Company, Inc. (fka Aetna By: /s/ Xxxxxx X. Xxxx
Insurance Agency Holding Co., Inc.) -------------------------------------
Name: Xxxxxx X. Xxxx
Title: Tax Officer
ING Insurance Services, Inc. (fka Aetna Insurance By: /s/ Xxxxxx X. Xxxx
Agency, Inc.) -------------------------------------
Name: Xxxxxx X. Xxxx
Title: Tax Officer
ING Insurance Services of Alabama, Inc. (fka Aetna By: /s/ Xxxxxx X. Xxxx
Insurance Agency of Alabama, Inc.) -------------------------------------
Name: Xxxxxx X. Xxxx
Title: Tax Officer
19
ING Insurance Services of Massachusetts, Inc. (fka Aetna By: /s/ Xxxxxx X. Xxxx
Insurance Agency of Massachusetts, Inc.) -------------------------------------
Name: Xxxxxx X. Xxxx
Title: Tax Officer
Aetna Insurance Agency of Ohio, Inc. By: /s/ Xxxx Xxxxx
-------------------------------------
Name: Xxxx Xxxxx
Title:
ING Retail Holding Company, Inc. (fka Aetna Retail By: /s/ Xxxxxx X. Xxxx
Holding Company, Inc.) -------------------------------------
Name: Xxxxxx X. Xxxx
Title: Tax Officer
ING Retirement Services, Inc. (fka Aetna Retirement By: /s/ Xxxxx Xxxxxxxxxxx
-------------------------------------
Name: Xxxxx Xxxxxxxxxxx
Title: Vice President and Treasurer
ING Retirement Holdings, Inc. (fka Aetna Retirement By: /s/ Xxxxx Xxxxxxxxxxx
Holdings, Inc.) -------------------------------------
Name: Xxxxx Xxxxxxxxxxx
Title: Senior Vice President and Treasurer
ING Insurance Services Holding Company, Inc. (fka Aetna By: /s/ Xxxxxx X. Xxxx
Service Holding Company, Inc. -------------------------------------
Name: Xxxxxx X. Xxxx
Title: Tax Officer
Systematized Benefits Administrators, Inc. By: /s/ Xxxxxx X. Xxxx
-------------------------------------
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 Corporation By: /s/ Xxxx X. Xxxxxxx
-------------------------------------
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, Inc. By: /s/ Xxxx X. Xxxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Secretary
FN Insurance Agency of New Jersey, Inc. By: /s/ Xxxx X. Xxxxxxx
-------------------------------------
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, Inc. (fka Aetna By: /s/ Xxxx X. Xxxxxxx
-------------------------------------
International, Inc.) Name: Xxxx X. Xxxxxxx
Title: Assistant Secretary
ING International Nominee Holdings, Inc. (fka AE Five, By: /s/ Xxxx X. Xxxxxxx
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, Inc. By: /s/ Xxxxx Xxxxxx
-------------------------------------
Name Xxxxx Xxxxxx
Title: Assistant Secretary
Financial Network Investment Corporation of Hawaii By: /s/ Xxxx X. Xxxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Secretary
Financial Network Investment Corporation of Hilo, Inc. By: /s/ Xxxx X. Xxxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Corporate Secretary
Financial Network Investment Corporation Of Honolulu By: /s/ Xxxx X. Xxxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Corporate Secretary
Financial Network Investment Corporation of Kauai, Inc. By: /s/ Xxxx X. Xxxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Corporate Secretary
Financial Network Investment Corporation of Puerto Rico, By: /s/ Xxxx X. Xxxxxxx
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 Company By: /s/ Xxxxx Xxxxxxx-Xxxxxxx
-------------------------------------
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 Iowa By: /s/ Xxxxx Xxxxxxx-Xxxxxxx
-------------------------------------
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
