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/ 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 ING Investments, LLC in 2001)	 		 	By:	 	 /s/ Lydia L. Homer

	 		 		 	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
				
	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


  
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	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
				
	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/ Jeffrey William Seel

		 		 		 	Name:	 	Jeffrey William Seel
		 		 		 	Title:	 	President and Director
				
	First ING Life Insurance Company of New York	 		 	By:	 	 /s/ Eric 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


  
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	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
				
	ING Brokers Network, LLC (fka ING Advisors Network, Inc.)	 		 	By:	 	 /s/ John S. Simmers

	 		 		 	Name:	 	John S. Simmers
		 		 		 	Title:	 	Director
				
	ING Insurance Agency, Inc.	 		 	By:	 	 /s/ John S. Simmers

		 		 		 	Name:	 	John S. Simmers
		 		 		 	Title:	 	Chief Executive Officer
				
	IFG Advisory Services, Inc. (aka Associated Financial Planners, Inc.)	 		 	By:	 	 /s/ Glenn Black

	 		 		 	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
				
	IFG Agency, Inc.	 		 	By:	 	 /s/ E. Paul Stewart

		 		 		 	Name:	 	E. Paul Stewart
		 		 		 	Title:	 	Treasurer


  
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	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
				
	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, Inc.	 		 	By:	 	 /s/ E. Paul Stewart

	 		 		 	Name:	 	E. Paul Stewart
		 		 		 	Title:	 	Treasurer
				
	Pennington, Bass & Associates, Inc.	 		 	By:	 	 /s/ E. Paul Stewart

		 		 		 	Name:	 	E. Paul Stewart
		 		 		 	Title:	 	Treasurer


  
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	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
				
	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
				
	MFSC Insurance Agency of Texas, Inc.	 		 	By:	 	 /s/ John S. Simmers

		 		 		 	Name:	 	John S. Simmers
		 		 		 	Title:	 	Director
				
	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


  
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	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
				
	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 Securities, Inc.; fka Pilgrim Securities, Inc.)	 		 	By:	 	 /s/ Lydia L. Homer

	 		 		 	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


  
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	LSSI Massachusetts Insurance Agency, Inc.	 		 	By:	 	 /s/ Karl Lindberg

		 		 		 	Name:	 	Karl Lindberg
		 		 		 	Title:	 	President and Secretary
				
	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
				
	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


  
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	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. Mass

		 		 		 	Name:	 	Kevin P. Mass
		 		 		 	Title:	 	Secretary
				
	PrimeVest Insurance Agency of New Mexico, Inc.	 		 	By:	 	 /s/ Kevin P. Mass

		 		 		 	Name:	 	Kevin P. Mass
		 		 		 	Title:	 	Secretary
				
	PrimeVest Insurance Agency of Ohio, Inc.	 		 	By:	 	 /s/ Kevin P. Mass

		 		 		 	Name:	 	Kevin P. Mass
		 		 		 	Title:	 	Secretary
				
	PrimeVest Insurance Agency of Oklahoma, Inc.	 		 	By:	 	 /s/ Kevin P. Mass

		 		 		 	Name:	 	Kevin P. Mass
		 		 		 	Title:	 	Secretary
				
	Prime Vest Insurance Agency of Texas, Inc.	 		 	By:	 	 /s/ LeAnn Rummel McCool

		 		 		 	Name:	 	LeAnn Rummel McCool
		 		 		 	Title:	 	Sole Director and President,
		 		 		 		 	Secretary and Treasurer
				
	Branson Insurance Agency, Inc.	 		 	By:	 	 /s/ Kevin P. Mass

		 		 		 	Name:	 	Kevin P. Mass
		 		 		 	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


  
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	ING Capital Corporation, LLC (fka ING Pilgrim Capital Corporation; fka Pilgrim Capital Corporation; fka Pilgrim Holdings Corporation)	 		 	By:	 	 /s/ Lydia L. Homer

	 		 		 	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 Group, LLC; fka Pilgrim Group, LLC)	 		 	By:	 	 /s/ Lydia L. Homer

	 		 		 	Name:	 	Lydia L. Homer
		 		 		 	Title:	 	Senior Vice President and Controller
				
	ING Investments, LLC (fka ING Pilgrim Investments, LLC; fka Pilgrim Investments, Inc.)	 		 	By:	 	 /s/ Lydia L. Homer

	 		 		 	Name:	 	Lydia L. Homer
		 		 		 	Title:	 	Senior Vice President and Controller
				
	ING Re Underwriters, Inc. (fka ReliaStar Managing Underwriters, Inc.)	 		 	By:	 	 /s/ Paula Cludray-Engelke

	 		 		 	Name:	 	Paula Cludray-Engelke
		 		 		 	Title:	 	Secretary
				
	ING National Trust (fka ReliaStar National Trust Company)	 		 	By:	 	 /s/ Robert J. Scalise

	 		 		 	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
				
	Sucessful 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 Financial, Inc.; fka Bisys Brokerage Services, Inc.)	 		 	By:	 	 /s/ Joseph J. Elmy

	 		 		 	Name:	 	Joseph J. Elmy
		 		 		 	Title:	 	Tax Officer


  
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	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 Lexington Management Corporation)	 		 	By:	 	 /s/ Lydia L. Homer

	 		 		 	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 Insurance Agency Holding Co., Inc.)	 		 	By:	 	 /s/ Joseph J. Elmy

	 		 		 	Name:	 	Joseph J. Elmy
		 		 		 	Title:	 	Tax Officer
				
	ING Insurance Services, Inc. (fka Aetna Insurance Agency, Inc.)	 		 	By:	 	 /s/ Joseph J. Elmy

	 		 		 	Name:	 	Joseph J. Elmy
		 		 		 	Title:	 	Tax Officer
				
	ING Insurance Services of Alabama, Inc. (fka Aetna Insurance Agency of Alabama, Inc.)	 		 	By:	 	 /s/ Joseph J. Elmy

	 		 		 	Name:	 	Joseph J. Elmy
		 		 		 	Title:	 	Tax Officer
				
	ING Insurance Services of Massachusetts, Inc. (fka Aetna Insurance Agency of Massachusetts, Inc.)	 		 	By:	 	 /s/ Joseph J. Elmy

	 		 		 	Name:	 	Joseph J. Elmy
		 		 		 	Title:	 	Tax Officer
				
	Aetna Insurance Agency of Ohio, Inc.	 		 	By:	 	 /s/ Sandra B. Cloutier

		 		 		 	Name:	 	Sandra B. Cloutier
		 		 		 	Title:	 	President
				
	ING Retail Holding Company, Inc. (fka Aetna Retail Holding Company, Inc.)	 		 	By:	 	 /s/ Joseph J. Elmy

	 		 		 	Name:	 	Joseph J. Elmy
		 		 		 	Title:	 	Tax Officer


  
 -10-










									
	ING Retirement Services, Inc. (fka Aetna Retirement Services, Inc.)	 		 	By:	 	 /s/ David Pendergrass

	 		 		 	Name:	 	David Pendergrass
		 		 		 	Title:	 	Vice President and Treasurer
				
	ING Retirement Holdings, Inc. (fka Aetna Retirement Holdings, Inc.)	 		 	By:	 	 /s/ David Pendergrass

	 		 		 	Name:	 	David Pendergrass
		 		 		 	Title:	 	Vice President and Treasurer
				
	ING Insurance Services Holding Company, Inc. (fka Aetna Service Holding Company, Inc.)	 		 	By:	 	 /s/ Joseph J. Elmy

	 		 		 	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
				
	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


  
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	ING International Insurance Holdings, Inc. (fka Aetna International, Inc.)	 		 	By:	 	 /s/ Lena A. Rabbitt

	 		 		 	Name:	 	Lena A. Rabbitt
		 		 		 	Title:	 	Assistant Secretary
				
	ING International Nominee Holdings, Inc. (fka AE Five, Incorporated)	 		 	By:	 	 /s/ Lena A. Rabbitt

	 		 		 	Name:	 	Lena A. Rabbitt
		 		 		 	Title:	 	Assistant Secretary
				
	ALICA Holdings, Inc.	 		 	By:	 	 /s/ David Pendergrass

		 		 		 	Name:	 	David Pendergrass
		 		 		 	Title:	 	Vice President and Treasurer
				
	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, Inc.	 		 	By:	 	 /s/ John S. Simmers

	 		 		 	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


  
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	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


  
 -13-