EXHIBIT (p)
SUBSCRIPTION AGREEMENT
THIS SUBSCRIPTION AGREEMENT is entered into as of the 15th day
of September, 2003, between ING Clarion Real Estate Income Fund, a statutory
trust organized and existing under the laws of Delaware (the "Trust"), and ING
Clarion Real Estate Securities, L.P. (the "Purchaser").
THE PARTIES HEREBY AGREE AS FOLLOWS:
1. PURCHASE AND SALE OF THE SHARES
1.1 SALE AND ISSUANCE OF SHARES. Subject to the terms and
conditions of this Agreement, the Trustees agree to sell to the Purchaser, and
the Purchaser agrees to purchase from the Trustees 6,981 common shares of
beneficial interest, par value $0.001, representing undivided beneficial
interests in the Trust (the "Shares") at a price per Share of $14.325 for an
aggregate purchase price of $100,002.825.
2. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE
PURCHASER. The Purchaser hereby represents and warrants to, and covenants for
the benefit of, the Trust that:
2.1 PURCHASE ENTIRELY FOR OWN ACCOUNT. This Agreement is
made by the Trustees with the Purchaser in reliance upon the Purchaser's
representation to the Trustees, which by the Purchaser's execution of this
Agreement the Purchaser hereby confirms, that the Shares are being acquired for
investment for the Purchaser's own account, and not as a nominee or agent and
not with a view to the resale or distribution by the Purchaser of any of the
Shares, and that the Purchaser has no present intention of selling, granting any
participation in, or otherwise distributing the Shares, in either case in
violation of any securities registration requirement under applicable law, but
subject nevertheless, to any requirement of law that the disposition of its
property shall at all times by within its control. By executing this Agreement,
the Purchaser further represents that the Purchaser does not have any contract,
undertaking, agreement or arrangement with any person to sell, transfer or grant
participation to such person or to any third person, with respect to any of the
Shares.
2.2 INVESTMENT EXPERIENCE. The Purchaser acknowledges
that it can bear the economic risk of the investment for an indefinite period of
time and has such knowledge and experience in financial and business matters
(and particularly in the business in which the Trust operates) as to be capable
of evaluating the merits and risks of the investment in the Shares. The
Purchaser is an "accredited investor" as defined in Rule 501(a) of Regulation D
under the Securities Act of 1933 (the "1933 Act").
2.3 RESTRICTED SECURITIES. The Purchaser understands that
the Shares are characterized as "restricted securities" under the United States
securities laws inasmuch as they are being acquired from the Trustees in a
transaction not involving a public offering and that under such laws and
applicable regulations such Shares may be resold without registration under the
1933 Act only in certain circumstances. In this connection, the Purchaser
represents that it understands the resale limitations imposed by the 1933 Act
and is generally familiar with the existing resale limitations imposed by Rule
144.
2.4 FURTHER LIMITATIONS ON DISPOSITION. The Purchaser
further agrees not to make any disposition directly or indirectly of all or any
portion of the Shares unless and until:
(a) There is then in effect a registration statement
under the 1933 Act covering such proposed disposition and such disposition is
made in accordance with such registration statement; or
(b) The Purchaser shall have furnished the Trustees with
an opinion of counsel, reasonably satisfactory to the Trustees, that such
disposition will not require registration of such Shares under the 1933 Act.
(c) Notwithstanding the provisions of subsections (a) and
(b) above, no such registration statement or opinion of counsel shall be
necessary for a transfer by the Purchaser to any affiliate of the Purchaser, if
the transferee agrees in writing to be subject to the terms hereof to the same
extent as if it were the original Purchaser hereunder.
2.5 COUNTERPARTS. This Agreement may be signed in any
number of counterparts, each of which shall be an original, with the same effect
as if the signatures thereto and hereto were upon the same instrument.
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IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first above written.
ING CLARION REAL ESTATE INCOME FUND
By: /s/ X. Xxxxxx Xxxxxxxx
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Name: X. Xxxxxx Xxxxxxxx
Title: President and Chief Executive Officer
ING CLARION REAL ESTATE SECURITIES, L.P.
By: ING CRA Real Estate Holdings, Inc., as
General Partner
By: /s/ X. Xxxxxx Xxxxxxxx
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Name: X. Xxxxxx Xxxxxxxx
Title: Managing Director
[Subscription Agreement]
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