Exhibit (h)(19)
FORM OF SERVICE AGREEMENT
September 23, 2002
Xx. X. Xxxxxx Xxxxxxxx
Clarion CRA Securities, L.P.
000 Xxxxxx-Xxxxxxx Xxxx
Xxxxxx, Xxxxxxxxxxxx 00000
Dear Xx. Xxxxxxxx:
As you know, in accordance with Section 4 of our Letter Agreement dated
December 4, 2001 (the "Former Agreement"), the Former Agreement terminated
September 23, 2002 pursuant to the termination of the respective Sub-Adviser and
Underwriting Agreements described therein, which occurred automatically as a
result of the reorganization of the Fund from a series of ING Funds Trust to a
series of ING Mutual Funds effective September 23, 2002 (the "Reorganization").
However, it is the desire of both parties to enter into a new Letter Agreement
providing for substantially similar services, terms and conditions and
reflecting the new Sub-Adviser and Underwriting Agreements contemplated in
connection with the Reorganization.
Pursuant to a Sub-Adviser Agreement dated September 23, 2002, Clarion
CRA Securities, L.P. ("CRA") serves as Sub-Adviser to the ING Global Real Estate
Fund series of ING Mutual Funds (formerly a series of ING Funds Trust) (the
"Fund"). ING Funds Distributor, Inc. ("IFDI"), by an Underwriting Agreement
dated September 23, 2002, serves as the Distributor for this Fund.
The parties agree as follows:
1. Services. IFDI and/or its affiliates agree to provide wholesaling
services intended to result in sales of the shares of the Fund.
2. Compensation. In consideration of the wholesaling services provided
by IFDI and/or its affiliates ("Services"), CRA agrees to compensate IFDI
at a quarterly rate to be shown by the attached Schedule I as such schedule
may be revised from time to time by agreement of the parties. Compensation
to be paid by CRA to IFDI will be paid solely from the resources of CRA and
is not in any way, directly or indirectly, paid for by, or a liability of,
the Portfolios.
3. CRA Promotional Efforts. CRA's personnel, including CRA's most
senior personnel, will, at CRA's expense, assist IFDI in connection with
its promotion of the Fund through efforts that will include: (i) presenting
IFDI with its current and future analysis of the economy and its current
and future investment program for the Fund as IFDI may reasonably request;
and (ii) appearing at sales, analyst and broker-dealer presentations with
representatives of IFDI as IFDI may reasonably request.
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4. Term. The terms and conditions of this Agreement between IFDI and
CRA are effective as of September 23, 2002. This Agreement may remain in
full force and effect until termination. This Agreement may be terminated
by either party hereto upon sixty (60) days' written notice to the other.
This Agreement shall terminate automatically upon termination of the
Sub-Adviser Agreement between CRA and ING Investments, LLC ("ING
Investments") dated September 23, 2002 and/or the termination of the
Underwriting Agreement between IFDI and the Fund dated September 23, 2002.
5. Amendment. This Agreement may be amended only upon mutual agreement
of the parties hereto in writing.
6. Effect on Other Terms, Obligations and Covenants. Nothing herein
shall amend, modify or supersede any contractual terms, obligations or
covenants among or between IFDI, CRA and/or ING Investments previously or
currently in effect, including those contractual terms, obligations or
covenants contained in the Sub-Adviser Agreement and/or Underwriting
Agreement referenced above.
In witness whereof, the parties have caused their duly authorized
officers to execute this Agreement.
ING FUNDS DISTRIBUTOR, INC.
-------------------------------
By: Xxxxxxx X. Xxxxxx
Title: Executive Vice President
Date:
CLARION CRA SECURITIES, L.P.
-------------------------------
By: X. Xxxxxx Xxxxxxxx
Title: Managing Director
Date:
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SCHEDULE I
NAME OF FUND RATE
--------------------------- -------------------------------------
ING Global Real Estate Fund One (1) payment of $25,000 payable on
October 31, 2002*.
* A payment of $25,000 on each of January 31, 2002; April 30, 2002; and July 31,
2002, respectively, was contemplated under the Former Agreement between the
parties, each of which has been fulfilled as of the date hereof.
In witness whereof, the parties have caused their duly authorized
officers to execute Schedule I to the Letter Agreement dated September 23, 2002
and attached hereto.
ING FUNDS DISTRIBUTOR, INC.
--------------------------------
By: Xxxxxxx X. Xxxxxx
Title: Executive Vice President
Date:
CLARION CRA SECURITIES, L.P.
-------------------------------
By: X. Xxxxxx Xxxxxxxx
Title: Managing Director
Date:
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