TAX SHARING AGREEMENT

Exhibit 10.31

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.

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.

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.

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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.

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.

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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 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.

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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 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 (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
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

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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
Springstreet Associates, Inc.				By:		/s/ Xxxx X. Xxxxx
						Name:		Xxxx X. Xxxxx
						Title:		Senior Vice President, Tax
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 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

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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
ING Brokers Network, LLC (fka ING Advisors Network, Inc.)				By:		/s/ Xxxx X. Xxxxxxx
						Name:		Xxxx X. Xxxxxxx
						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 Financial Planners, Inc.)				By:		/s/ Xxxxx Xxxxx
						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
IFG Agency, Inc.				By:		/s/ E. Xxxx Xxxxxxx
						Name:		E. Xxxx Xxxxxxx
						Title:		Treasurer

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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
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 Managers, Inc.				By:		/s/ E. Xxxx Xxxxxxx
						Name:		E. Xxxx Xxxxxxx
						Title:		Treasurer
Xxxxxxxxxx, Bass & Associates, Inc.				By:		/s/ E. Xxxx Xxxxxxx
						Name:		E. Xxxx Xxxxxxx
						Title:		Treasurer

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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 X. Xxxxx
						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
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
MFSC Insurance Agency of Texas, Inc.				By:		/s/ Xxxx X. Xxxxxxx
						Name:		Xxxx X. Xxxxxxx
						Title:		Director
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

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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
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. (fka ING Pilgrim Securities, Inc.; fka Pilgrim Securities, Inc.)				By:		/s/ Xxxxx X. Xxxxx
						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

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LSSI Massachusetts Insurance Agency, Inc.				By:		/s/ Xxxx Xxxxxxxx
						Name:		Xxxx Xxxxxxxx
						Title:		President and Secretary
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, 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
Washington Square 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

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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. Mass
						Title:		Secretary
PrimeVest Insurance Agency of New Mexico, Inc.				By:		/s/ Xxxxx X. Mass
						Name:		Xxxxx X. Mass
						Title:		Secretary
PrimeVest Insurance Agency of Ohio, Inc.				By:		/s/ Xxxxx X. Mass
						Name:		Xxxxx X. Mass
						Title:		Secretary
PrimeVest Insurance Agency of Oklahoma, Inc.				By:		/s/ Xxxxx X. Mass
						Name:		Xxxxx X. Mass
						Title:		Secretary
Prime Vest Insurance Agency of Texas, Inc.				By:		/s/ XxXxx Xxxxxx XxXxxx
						Name:		XxXxx Xxxxxx XxXxxx
						Title:		Sole Director and President,
								Secretary and Treasurer
Branson Insurance Agency, Inc.				By:		/s/ Xxxxx X. Mass
						Name:		Xxxxx X. Mass
						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

-8-

ING Capital Corporation, LLC (fka ING Pilgrim Capital Corporation; fka Pilgrim Capital Corporation; fka Pilgrim Holdings Corporation)				By:		/s/ Xxxxx X. Xxxxx
						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, LLC; fka Pilgrim Group, LLC)				By:		/s/ Xxxxx X. Xxxxx
						Name:		Xxxxx X. Xxxxx
						Title:		Senior Vice President and Controller
ING Investments, LLC (fka ING Pilgrim Investments, LLC; fka Pilgrim Investments, Inc.)				By:		/s/ Xxxxx X. Xxxxx
						Name:		Xxxxx X. Xxxxx
						Title:		Senior Vice President and Controller
ING Re Underwriters, Inc. (fka ReliaStar Managing Underwriters, Inc.)				By:		/s/ Xxxxx Xxxxxxx-Xxxxxxx
						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 X. Xxxxx
						Name:		Xxxx X. Xxxxx
						Title:		Senior Vice President, Tax
Sucessful 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 Financial, Inc.; fka Bisys Brokerage Services, Inc.)				By:		/s/ Xxxxxx X. Xxxx
						Name:		Xxxxxx X. Xxxx
						Title:		Tax Officer

-9-

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 Lexington Management Corporation)				By:		/s/ Xxxxx X. Xxxxx
						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 Insurance Agency Holding Co., Inc.)				By:		/s/ Xxxxxx X. Xxxx
						Name:		Xxxxxx X. Xxxx
						Title:		Tax Officer
ING Insurance Services, Inc. (fka Aetna Insurance Agency, Inc.)				By:		/s/ Xxxxxx X. Xxxx
						Name:		Xxxxxx X. Xxxx
						Title:		Tax Officer
ING Insurance Services of Alabama, Inc. (fka Aetna Insurance Agency of Alabama, Inc.)				By:		/s/ Xxxxxx X. Xxxx
						Name:		Xxxxxx X. Xxxx
						Title:		Tax Officer
ING Insurance Services of Massachusetts, Inc. (fka Aetna Insurance Agency of Massachusetts, Inc.)				By:		/s/ Xxxxxx X. Xxxx
						Name:		Xxxxxx X. Xxxx
						Title:		Tax Officer
Aetna Insurance Agency of Ohio, Inc.				By:		/s/ Xxxxxx X. Xxxxxxxx
						Name:		Xxxxxx X. Xxxxxxxx
						Title:		President
ING Retail Holding Company, Inc. (fka Aetna Retail Holding Company, Inc.)				By:		/s/ Xxxxxx X. Xxxx
						Name:		Xxxxxx X. Xxxx
						Title:		Tax Officer

-10-

ING Retirement Services, Inc. (fka Aetna Retirement Services, Inc.)				By:		/s/ Xxxxx Xxxxxxxxxxx
						Name:		Xxxxx Xxxxxxxxxxx
						Title:		Vice President and Treasurer
ING Retirement Holdings, Inc. (fka Aetna Retirement Holdings, Inc.)				By:		/s/ Xxxxx Xxxxxxxxxxx
						Name:		Xxxxx Xxxxxxxxxxx
						Title:		Vice President and Treasurer
ING Insurance Services Holding Company, Inc. (fka Aetna Service Holding Company, Inc.)				By:		/s/ Xxxxxx X. Xxxx
						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
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

-11-

ING International Insurance Holdings, Inc. (fka Aetna International, Inc.)				By:		/s/ Xxxx X. Xxxxxxx
						Name:		Xxxx X. Xxxxxxx
						Title:		Assistant Secretary
ING International Nominee Holdings, Inc. (fka AE Five, Incorporated)				By:		/s/ Xxxx X. Xxxxxxx
						Name:		Xxxx X. Xxxxxxx
						Title:		Assistant Secretary
XXXXX Holdings, Inc.				By:		/s/ Xxxxx Xxxxxxxxxxx
						Name:		Xxxxx Xxxxxxxxxxx
						Title:		Vice President and Treasurer
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, Inc.				By:		/s/ Xxxx X. Xxxxxxx
						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

-12-

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

-13-