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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.
<Table>
ING America Insurance Holdings, Inc. By: /s/ David Pendergrass
-----------------------------------------------
Name: David Pendergrass
Title: Treasurer
Cyberlink Development, LLC By: /s/ David Pendergrass
-----------------------------------------------
Name: David Pendergrass
Title: Vice President and Treasurer
GAC Capital, Inc. By: /s/ Boyd G. Combs
-----------------------------------------------
Name: Boyd G. Combs
Title: Senior Vice President, Tax
ING America Life Corporation By: /s/ David Pendergrass
-----------------------------------------------
Name: David Pendergrass
Title: Vice President and Treasurer
ING Fund Services Co., LLC By: /s/ Lydia L. Homer
-----------------------------------------------
Name: Lydia L. Homer
Title: Senior Vice President and Controller
ING Mutual Funds Management Co., LLC (merged into By: /s/ Lydia L. Homer
ING Investments, LLC in 2001) -----------------------------------------------
Name: Lydia L. Homer
Title: Senior Vice President and Controller
ING North America Insurance Corporation By: /s/ David Pendergrass
-----------------------------------------------
Name: David Pendergrass
Title: Vice President and Treasurer
Life of Georgia Agency, Inc. By: /s/ David Pendergrass
-----------------------------------------------
Name: David Pendergrass
Title: Vice President and Treasurer
</Table>
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<Table>
Life Insurance Company of Georgia By: /s/ David Pendergrass
-----------------------------------------------
Name: David Pendergrass
Title: Vice President and Treasurer
Lion Custom Investments, LLC By: /s/ David Pendergrass
-----------------------------------------------
Name: David Pendergrass
Title: Vice President and Treasurer
Lion II Custom Investments, LLC By: /s/ David Pendergrass
-----------------------------------------------
Name: David Pendergrass
Title: Vice President and Treasurer
MIA Office Americas, Inc. By: /s/ David Pendergrass
-----------------------------------------------
Name: David Pendergrass
Title: Vice President and Treasurer
Orange Investment Enterprises, Inc. By: /s/ David Pendergrass
-----------------------------------------------
Name: David Pendergrass
Title: Vice President and Treasurer
QuickQuote, Inc. By: /s/ Boyd G. Combs
-----------------------------------------------
Name: Boyd G. Combs
Title: Senior Vice President, Tax
QuickQuote Financial, Inc. By: /s/ Eric Banta
-----------------------------------------------
Name: Eric Banta
Title: Assistant Secretary
QuickQuote Systems, Inc. By: /s/ Eric Banta
-----------------------------------------------
Name: Eric Banta
Title: Assistant Secretary
Southland Life Insurance Company By: /s/ David Pendergrass
-----------------------------------------------
Name: David Pendergrass
Title: Vice President and Treasurer
</Table>
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<Table>
Springstreet Associates, Inc. By: /s/ Boyd G. Combs
-----------------------------------------------
Name: Boyd G. Combs
Title: Senior Vice President, Tax
First Columbine Life Insurance Company By: /s/ David Pendergrass
-----------------------------------------------
Name: David Pendergrass
Title: Vice President and Treasurer
First Secured Mortgage Deposit Corporation By: /s/ Jeffery William Steel
-----------------------------------------------
Name: Jeffrey William Seel
Title: President and Director
First ING Life Insurance Company of New York By: /s/ Eric G. Banta
-----------------------------------------------
Name: Eric G. Banta
Title: Secretary
ING America Equities, Inc. By: /s/ Paula Cludray-Engelke
-----------------------------------------------
Name: Paula Cludray-Engelke
Title: Secretary
Midwestern United Life Insurance Company By: /s/ David Pendergrass
-----------------------------------------------
Name: David Pendergrass
Title: Vice President and Treasurer
Security Life of Denver Insurance Company By: /s/ David Pendergrass
-----------------------------------------------
Name: David Pendergrass
Title: Vice President and Treasurer
Security Life Assignment Corporation By: /s/ David Pendergrass
-----------------------------------------------
Name: David Pendergrass
Title: Vice President and Treasurer
UC Mortgage Corp By: /s/ Boyd G. Combs
-----------------------------------------------
Name: Boyd G. Combs
Title: Senior Vice President, Tax
</Table>
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<Table>
ING Brokers Network, LLC (fka ING Advisors By: /s/ John S. Simmers
Network, Inc.) -----------------------------------------------
Name: John S. Simmers
Title: Chief Executive Officer
ING Insurance Agency, Inc. By: /s/ John S. Simmers
-----------------------------------------------
Name: John S. Simmers
Title: Chief Executive Officer
IFG Advisory Services, Inc (aka Associated Financial By: /s/ Glenn Black
Planners, Inc.) -----------------------------------------------
Name: Glenn Black
Title: Vice President, Taxation
Carnegie Financial Corporation By: /s/ E. Paul Stewart
-----------------------------------------------
Name: E. Paul Stewart
Title: Treasurer
Carnegie Securities Corporation By: /s/ E. Paul Stewart
-----------------------------------------------
Name: E. Paul Stewart
Title: Treasurer
Compulife Agency, Inc. By: /s/ E. Paul Stewart
-----------------------------------------------
Name: E. Paul Stewart
Title: Treasurer
Compulife, Inc. By: /s/ Boyd G. Combs
-----------------------------------------------
Name: Boyd G. Combs
Title: Senior Vice President, Tax
Compulife Investor Services, Inc. By: /s/ Joseph J. Elmy
-----------------------------------------------
Name: Joseph J. Elmy
Title: Tax Officer
IFG Advisory, Inc. By: /s/ E. Paul Stewart
-----------------------------------------------
Name: E. Paul Stewart
Title: Treasurer
</Table>
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<Table>
IFG Agency, Inc. By: /s/ E. Paul Stewart
-----------------------------------------------
Name: E. Paul Stewart
Title: Treasurer
IFG Agency of Ohio, Inc. By: /s/ E. Paul Stewart
-----------------------------------------------
Name: E. Paul Stewart
Title: Treasurer
IFG Brokerage Corp. By: /s/ E. Paul Stewart
-----------------------------------------------
Name: E. Paul Stewart
Title: Treasurer
IFG Insurance Agency of Massachusetts, Inc. By: /s/ E. Paul Stewart
-----------------------------------------------
Name: E. Paul Stewart
Title: Treasurer
IFG Insurance Services, Inc. By: /s/ E. Paul Stewart
-----------------------------------------------
Name: E. Paul Stewart
Title: Treasurer
IFG Insurance Services of Alabama, Inc. By: /s/ E. Paul Stewart
-----------------------------------------------
Name: E. Paul Stewart
Title: Treasurer
IFG Network, Inc. By: /s/ E. Paul Stewart
-----------------------------------------------
Name: E. Paul Stewart
Title: Treasurer
IFG Network Securities, LLC By: /s/ Glenn Black
-----------------------------------------------
Name: Glenn Black
Title: Vice President and Tax Officer
IFG Services, Inc. By: /s/ E. Paul Stewart
-----------------------------------------------
Name: E. Paul Stewart
Title: Treasurer
</Table>
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<Table>
Investors Financial Group, LLC By: /s/ E. Paul Stewart
-----------------------------------------------
Name: E. Paul Stewart
Title: Treasurer
Investors Financial Planning, Inc. By: /s/ E. Paul Stewart
-----------------------------------------------
Name: E. Paul Stewart
Title: Treasurer
National Alliance for Independent Portfolio Managers, By: /s/ E. Paul Stewart
Inc. -----------------------------------------------
Name: E. Paul Stewart
Title: Treasurer
Pennington, Bass & Associates, Inc. By: /s/ E. Paul Stewart
-----------------------------------------------
Name: E. Paul Stewart
Title: Treasurer
Planned Investments, Inc. By: /s/ E. Paul Stewart
-----------------------------------------------
Name: E. Paul Stewart
Title: Treasurer
Planned Investment Resources, Inc. By: /s/ E. Paul Stewart
-----------------------------------------------
Name: E. Paul Stewart
Title: Treasurer
MFSC Insurance Agency of California, Inc. By: /s/ Douglas G. Temple-Trujillo
-----------------------------------------------
Name: Douglas G. Temple-Trujillo
Title: Director
MFSC Insurance Agency of Massachusetts, Inc. By: /s/ Boyd G. Combs
-----------------------------------------------
Name: Boyd G. Combs
Title: Senior Vice President, Tax
MFSC Insurance Agency of Nevada, Inc. By: /s/ Douglas G. Temple-Trujillo
-----------------------------------------------
Name: Douglas G. Temple-Trujillo
Title: Director
</Table>
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<Table>
MFSC Insurance Agency of Ohio, Inc. By: /s/ Douglas G. Temple-Trujillo
-----------------------------------------------
Name: Douglas G. Temple-Trujillo
Title: Director
MFSC Insurance Agency of Texas, Inc. By: /s/ Boyd G. Combs
-----------------------------------------------
Name: Boyd G. Combs
Title: Senior Vice President, Tax
Multi-Financial Group, Inc. By: /s/ Douglas G. Temple-Trujillo
-----------------------------------------------
Name: Douglas G. Temple-Trujillo
Title: Director
Multi-Financial Securities Corporation By: /s/ Douglas G. Temple-Trujillo
-----------------------------------------------
Name: Douglas G. Temple-Trujillo
Title: Director
PMG Agency, Inc. By: /s/ Luke F. Baum
-----------------------------------------------
Name: Luke F. Baum
Title: Vice President
VESTAX Capital Corporation By: /s/ Valerie G. Brown
-----------------------------------------------
Name: Valerie G. Brown
Title: Director
VESTAX Securities Corporation By: /s/ Luke F. Baum
-----------------------------------------------
Name: Luke F. Baum
Title: Vice President, Chief Operating Officer
and SROP
VTX Agency, Inc. By: /s/ R. Jack Conley
-----------------------------------------------
Name: R. Jack Conley
Title: Vice President, Secretary and Treasurer
VTX Agency of Massachusetts, Inc. By: /s/ R. Jack Conley
-----------------------------------------------
Name: R. Jack Conley
Title: Vice President, Secretary and Treasurer
</Table>
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<Table>
VTX Agency of Michigan, Inc. By: /s/ R. Jack Conley
-----------------------------------------------
Name: R. Jack Conley
Title: Vice President, Secretary and Treasurer
VTX Agency of Texas, Inc. By: /s/ Luke F. Baum
-----------------------------------------------
Name: Luke F. Baum
Title: President, Secretary and Treasurer
ING Payroll Management, Inc. By: /s/ David Pendergrass
-----------------------------------------------
Name: David Pendergrass
Title: Treasurer
Directed Services, Inc. By: /s/ David Lee Jacobson
-----------------------------------------------
Name: David Lee Jacobson
Title: Senior Vice President and Assistant
Secretary
Equitable of Iowa Companies, Inc. By: /s/ David Pendergrass
-----------------------------------------------
Name: David Pendergrass
Title: Vice President and Treasurer
ING Funds Distributor, Inc. (fka ING Pilgrim By: /s/ Lydia L. Homer
Securities, Inc.; fka Pilgrim Securities, Inc.) -----------------------------------------------
Name: Lydia L. Homer
Title: Senior Vice President and Controller
Locust Street Securities, Inc. By: /s/ Jacqueline C. Conley
-----------------------------------------------
Name: Jacqueline C. Conley
Title: Vice President, Compliance
LSSI, Inc. By: /s/ Jacqueline C. Conley
-----------------------------------------------
Name: Jacqueline C. Conley
Title: Secretary
LSSI Massachusetts Insurance Agency, Inc. By: /s/ Karl Lindberg
-----------------------------------------------
Name: Karl Lindberg
Title: President and Secretary
</Table>
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<Table>
LSSI North Carolina, Inc. By: /s/ Karl Lindberg
-----------------------------------------------
Name: Karl Lindberg
Title: President and Secretary
LSSI Nevada, Inc. By: /s/ Jacqueline C. Conley
-----------------------------------------------
Name: Jacqueline C. Conley
Title: Secretary
LSSI Ohio Agency, Inc. By: /s/ Karl Lindberg
-----------------------------------------------
Name: Karl S. Lindberg
Title: Vice President and Secretary
LSSI Texas, Inc. By: /s/ Jacqueline C. Conley
-----------------------------------------------
Name: Jacqueline C. Conley
Title: Secretary
ReliaStar Financial Corp. By: /s/ David Pendergrass
-----------------------------------------------
Name: David Pendergrass
Title: Vice President and Treasurer
Bancwest Insurance Agency, Inc. By: /s/ Paula Cludray-Engelke
-----------------------------------------------
Name: Paula Cludray-Engelke
Title: Assistant Secretary
Washington Square Securities, Inc. By: /s/ Joseph J. Elmy
-----------------------------------------------
Name: Joseph J. Elmy
Title: Tax Officer
Washington Square Insurance Agency, Inc. (MA) By: /s/ Joseph J. Elmy
-----------------------------------------------
Name: Joseph J. Elmy
Title: Tax Officer
Washington Square Insurance Agency, Inc. (TX) By: /s/ Joseph J. Elmy
-----------------------------------------------
Name: Joseph J. Elmy
Title: Tax Officer
</Table>
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<Table>
Washington Square Insurance Agency, Inc. (NM) By: /s/ Joseph J. Elmy
-----------------------------------------------
Name: Joseph J. Elmy
Title: Tax Officer
Washington Square Insurance Agency, Inc. (OH) By: /s/ Joseph J. Elmy
-----------------------------------------------
Name: Joseph J. Elmy
Title: Tax Officer
PrimeVest Financial Services, Inc. By: /s/ Joseph J. Elmy
-----------------------------------------------
Name: Joseph J. Elmy
Title: Tax Officer
PrimeVest Insurance Agency of Alabama, Inc. By: /s/ Kevin P. Maas
-----------------------------------------------
Name: Kevin P. Maas
Title: Secretary
PrimeVest Insurance Agency of New Mexico, Inc. By: /s/ Kevin P. Maas
-----------------------------------------------
Name: Kevin P. Maas
Title: Secretary
PrimeVest Insurance Agency of Ohio, Inc. By: /s/ Kevin P. Maas
-----------------------------------------------
Name: Kevin P. Maas
Title: Secretary
PrimeVest Insurance Agency of Oklahoma, Inc. By: /s/ Kevin P. Maas
-----------------------------------------------
Name: Kevin P. Maas
Title: Secretary
PrimeVest Insurance Agency of Texas, Inc. By: /s/ LeAnn Rummell McCool
-----------------------------------------------
Name: LeAnn Rummel McCool
Title: Sole Director and President, Secretary
and Treasurer
</Table>
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<Table>
Branson Insurance Agency, Inc. By: /s/ Kevin P. Maas
-----------------------------------------------
Name: Kevin P. Maas
Title: Secretary
Express America TC, Inc. By: /s/ Lydia L. Homer
-----------------------------------------------
Name: Lydia L. Homer
Title: Senior Vice President and Controller
EAMC Liquidation Corp. By: /s/ Lydia L. Homer
-----------------------------------------------
Name: Lydia L. Homer
Title: Senior Vice President and Controller
Granite Investment Services, Inc. By: /s/ Joseph J. Elmy
-----------------------------------------------
Name: Joseph J. Elmy
Title: Tax Officer
ReliaStar Investment Research, Inc. By: /s/ Joseph J. Elmy
-----------------------------------------------
Name: Joseph J. Elmy
Title: Tax Officer
ReliaStar Payroll Agent, Inc. By: /s/ Paula Cludray-engelke
-----------------------------------------------
Name: Paula Cludray-Engelke
Title: Secretary
ING Capital Corporation, LLC (fka ING Pilgrim Capital By: /s/ Lydia L. Homer
Corporation; fka Pilgrim Capital Corporation; fka -----------------------------------------------
Pilgrim Holdings Corporation) Name: Lydia L. Homer
Title: Senior Vice President and Controller
ING Pilgrim Funding, Inc. (fka Pilgrim Funding, Inc.) By: /s/ Lydia L. Homer
-----------------------------------------------
Name: Lydia L. Homer
Title: Senior Vice President and Controller
ING Funds Services, LLC (fka ING Pilgrim By: /s/ Lydia L. Homer
Group, LLC; fka Pilgrim Group, LLC) -----------------------------------------------
Name: Lydia L. Homer
Title: Senior Vice President and Controller
</Table>
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<Table>
ING Investments, LLC (fka ING Pilgrim Investments, LLC; By: /s/ Lydia L. Homer
fka Pilgrim Investments, Inc.) -----------------------------------------------
Name: Lydia L. Homer
Title: Senior Vice President and Controller
ING Re Underwriters, Inc. (fka ReliaStar Managing By: /s/ Paula Cludray-Engelke
Underwriters, Inc.) -----------------------------------------------
Name: Paula Cludray-Engelke
Title: Secretary
ING National Trust (fka ReliaStar National Trust By: /s/ Robert J. Scalise
Company) -----------------------------------------------
Name: Robert J. Scalise
Title: Assistant Vice President, Finance
Northeastern Corporation By: /s/ Boyd G. Combs
-----------------------------------------------
Name: Boyd G. Combs
Title: Senior Vice President, Tax
Successful Money Management Seminars, Inc. By: /s/ Duane Pfaff
-----------------------------------------------
Name: Duane Pfaff
Title: Vice President
Financial Northeastern Corporation By: /s/ Paula Cludray-Engelke
-----------------------------------------------
Name: Paula Cludray-Engelke
Title: Secretary
FNC Insurance Services, Inc. By: /s/ Jeffrey P. Zage
-----------------------------------------------
Name: Jeffrey P. Zage
Title: Secretary
Financial Northeastern Securities, Inc. By: /s/ Joseph J. Elmy
-----------------------------------------------
Name: Joseph J. Elmy
Title: Tax Officer
Guaranty Brokerage Services, Inc. (fka Split Rock By: /s/ Joseph J. Elmy
Financial, Inc.; fka Bisys Brokerage Services, Inc.) -----------------------------------------------
Name: Joseph J. Elmy
Title: Tax Officer
</Table>
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<Table>
Bancwest Investment Services, Inc. By: /s/ Joseph J. Elmy
-----------------------------------------------
Name: Joseph J. Elmy
Title: Tax Officer
Washington Square Insurance Agency, Inc. (AL) By: /s/ Joseph J. Elmy
-----------------------------------------------
Name: Joseph J. Elmy
Title: Tax Officer
Lexington Funds Distributor, Inc. By: /s/ Lydia L. Homer
-----------------------------------------------
Name: Lydia L. Homer
Title: Senior Vice President and Controller
ING Advisors, Inc. (fka ING Pilgrim Advisors; fka ING By: /s/ Lydia L. Homer
Lexington Management Corporation) -----------------------------------------------
Name: Lydia L. Homer
Title: Senior Vice President and Controller
Lion Connecticut Holdings Inc. By: /s/ Joseph J. Elmy
-----------------------------------------------
Name: Joseph J. Elmy
Title: Vice President and Tax Officer
Aetna Financial Services, Inc. By: /s/ Paula Cludray-Engelke
-----------------------------------------------
Name: Paula Cludray-Engelke
Title: Secretary
ING Insurance Services Holding Company, Inc. (fka Aetna By: /s/ Joseph J. Elmy
Insurance Agency Holding Co., Inc.) -----------------------------------------------
Name: Joseph J. Elmy
Title: Tax Officer
ING Insurance Services, Inc. (fka Aetna Insurance By: /s/ Joseph J. Elmy
Agency, Inc.) -----------------------------------------------
Name: Joseph J. Elmy
Title: Tax Officer
ING Insurance Services of Alabama, Inc. (fka Aetna By: /s/ Joseph J. Elmy
Insurance Agency of Alabama, Inc.) -----------------------------------------------
Name: Joseph J. Elmy
Title: Tax Officer
</Table>
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<Page>
<Table>
ING Insurance Services of Massachusetts, Inc. (fka By: /s/ Joseph J. Elmy
Aetna Insurance Agency of Massachusetts, Inc.) -----------------------------------------------
Name: Joseph J. Elmy
Title: Tax Officer
Aetna Insurance Agency of Ohio, Inc. By: /s/ Boyd G. Combs
-----------------------------------------------
Name: Boyd G. Combs
Title: Senior Vice Pesident, Tax
ING Retail Holding Company, Inc. (fka Aetna Retail By: /s/ Joseph J. Elmy
Holding Company, Inc.) -----------------------------------------------
Name: Joseph J. Elmy
Title: Tax Officer
ING Retirement Services, Inc. (fka Aetna Retirement By: /s/ David Pendergrass
Services, Inc.) -----------------------------------------------
Name: David Pendergrass
Title: Vice President and Treasurer
ING Retirement Holdings, Inc. (fka Aetna Retirement By: /s/ David Pendergrass
Holdings, Inc.) -----------------------------------------------
Name: David Pendergrass
Title: Senior Vice President and Treasurer
ING Insurance Services Holding Company, Inc. (fka Aetna By: /s/ Joseph J. Elmy
Service Holding Company, Inc. -----------------------------------------------
Name: Joseph J. Elmy
Title: Tax Officer
Systematized Benefits Administrators, Inc. By: /s/ Joseph J. Elmy
-----------------------------------------------
Name: Joseph J. Elmy
Title: Tax Officer
FNI International, Inc. By: /s/ John S. Simmers
-----------------------------------------------
Name: John S. Simmers
Title: Corporate Secretary
Financial Network Investment Corporation By: /s/ John S. Simmers
-----------------------------------------------
Name: John S. Simmers
Title: Corporate Secretary
</Table>
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<Page>
<Table>
FN Insurance Services, Inc. By: /s/ John S. Simmers
-----------------------------------------------
Name: John S. Simmers
Title: Executive Vice President and Secretary
FN Insurance Agency of Massachusetts, Inc. By: /s/ John S. Simmers
-----------------------------------------------
Name: John S. Simmers
Title: Secretary
FN Insurance Agency of New Jersey, Inc. By: /s/ John S. Simmers
-----------------------------------------------
Name: John S. Simmers
Title: Corporate Secretary
FN Insurance Services of Nevada, Inc. By: /s/ John S. Simmers
-----------------------------------------------
Name: John S. Simmers
Title: Secretary
FN Insurance Services of Alabama, Inc. By: /s/ John S. Simmers
-----------------------------------------------
Name: John S. Simmers
Title: Secretary
FN Insurance Agency of Kansas, Inc. By: /s/ John S. Simmers
-----------------------------------------------
Name: John S. Simmers
Title: Corporate Secretary
ING International Insurance Holdings, Inc. (fka Aetna By: /s/ Lena A. Rabbitt
International, Inc.) -----------------------------------------------
Name: Lena A. Rabbitt
Title: Assistant Secretary
ING International Nominee Holdings, Inc. (fka AE By: /s/ Lena A. Rabbitt
Five, Incorporated) -----------------------------------------------
Name: Lena A. Rabbitt
Title: Assistant Secretary
ALICA Holdings, Inc. By: /s/ David Pendergrass
-----------------------------------------------
Name: David Pendergrass
Title: Vice President and Treasurer
</Table>
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<Page>
<Table>
Aetna Capital Holdings, Inc. By: /s/ Scott Burton
-----------------------------------------------
Name Scott Burton
Title: Assistant Secretary
Aetna International Fund Management, Inc. By: /s/ Scott Burton
-----------------------------------------------
Name Scott Burton
Title: Assistant Secretary
Financial Network Investment Corporation of Hawaii By: /s/ John S. Simmers
-----------------------------------------------
Name: John S. Simmers
Title: Secretary
Financial Network Investment Corporation of Hilo, Inc. By: /s/ John S. Simmers
-----------------------------------------------
Name: John S. Simmers
Title: Corporate Secretary
Financial Network Investment Corporation Of Honolulu By: /s/ John S. Simmers
-----------------------------------------------
Name: John S. Simmers
Title: Corporate Secretary
Financial Network Investment Corporation of Kauai, Inc. By: /s/ John S. Simmers
-----------------------------------------------
Name: John S. Simmers
Title: Corporate Secretary
Financial Network Investment Corporation of Puerto Rico, By: /s/ John S. Simmers
Inc. -----------------------------------------------
Name: John S. Simmers
Title: Corporate Secretary
FN Insurance Services of HI, Inc. By: /s/ John S. Simmers
-----------------------------------------------
Name: John S. Simmers
Title: Vice President and Corporate Secretary
ReliaStar Life Insurance Company By: /s/ Paula Cludray-Engelke
-----------------------------------------------
Name: Paula Cludray-Engelke
Title: Secretary
</Table>
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<Page>
<Table>
Northern Life Insurance Company By: /s/ Paula Cludray-Engelke
-----------------------------------------------
Name: Paula Cludray-Engelke
Title: Secretary
Security-Connecticut Life Insurance Company By: /s/ Paula Cludray-Engelke
-----------------------------------------------
Name: Paula Cludray-Engelke
Title: Secretary
ING Life Insurance and Annuity Company By: /s/ Paula Cludray-Engelke
-----------------------------------------------
Name: Paula Cludray-Engelke
Title: Secretary
ING Insurance Company of America By: /s/ Paula Cludray-Engelke
-----------------------------------------------
Name: Paula Cludray-Engelke
Title: Secretary
Equitable Life Insurance Company of Iowa By: /s/ Paula Cludray-Engelke
-----------------------------------------------
Name: Paula Cludray-Engelke
Title: Secretary
USG Annuity & Life Company By: /s/ Paula Cludray-Engelke
-----------------------------------------------
Name: Paula Cludray-Engelke
Title: Secretary
Golden American Life Insurance Company By: /s/ Paula Cludray-Engelke
-----------------------------------------------
Name: Paula Cludray-Engelke
Title: Secretary
</Table>
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