ADDITIONAL COMPENSATION AGREEMENT

Exhibit(h)(4)

ADDITIONAL COMPENSATION AGREEMENT

     ADDITIONAL COMPENSATION AGREEMENT (the “Agreement”), dated as of September 30, 2003, between Xxxxxxx Xxxxx & Co., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“Xxxxxxx Xxxxx”) and ING Clarion Real Estate Securities, L.P. (“ING Clarion Real Estate”).

     WHEREAS, ING Clarion Real Estate Income Trust (including any successor by merger or otherwise, the “Trust”) is a newly organized, non-diversified, closed-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), and its common shares are registered under the Securities Act of 1933, as amended; and

     WHEREAS, ING Clarion Real Estate is the investment advisor of the Trust;

     WHEREAS, Xxxxxxx Xxxxx is acting as co-lead underwriter in an offering of the Trust’s common shares;

     WHEREAS, ING Clarion Real Estate desires to provide additional compensation to Xxxxxxx Xxxxx for acting as co-lead underwriter in an offering of the Trust’s common shares; and

     WHEREAS, ING Clarion Real Estate desires to retain Xxxxxxx Xxxxx to provide after-market support services designed to maintain the visibility of the Trust on an ongoing basis, and Xxxxxxx Xxxxx is willing to render such services;

     NOW, THEREFORE, in consideration of the mutual terms and conditions set forth below, the parties hereto agree as follows:

1. (a) ING Clarion Real Estate hereby employs Xxxxxxx Xxxxx, for the period and on the terms and conditions set forth herein, to provide the following services at the reasonable request of ING Clarion Real Estate Incorporated:

(1) to provide after-market support services designed to maintain the visibility of the Trust on an ongoing basis;

(2) to provide relevant information, studies or reports regarding general trends in the closed-end investment company and asset management industries, if reasonably obtainable, and consult with representatives of ING Clarion Real Estate in connection therewith; and

(3) to provide information to and consult with ING Clarion Real Estate with respect to applicable strategies designed to address market value discounts, if any.

(b) At the request of ING Clarion Real Estate, Xxxxxxx Xxxxx shall limit or cease any action or service provided hereunder to the extent and for the time period requested by ING Clarion Real Estate; provided, however, that pending termination of this Agreement as provided for in Section 5 hereof, any such limitation or cessation shall

not relieve ING Clarion Real Estate of its payment obligations pursuant to Section 2 hereof.

(c) Xxxxxxx Xxxxx will promptly notify ING Clarion Real Estate if it learns of any material inaccuracy or misstatement in, or material omission from, any written information, as of the date such information was published, provided by Xxxxxxx Xxxxx to ING Clarion Real Estate in connection with the performance of services by Xxxxxxx Xxxxx under this Agreement.

2. ING Clarion Real Estate shall pay Xxxxxxx Xxxxx a fee computed weekly and payable quarterly in arrears commencing September 30, 2003 at an annualized rate of 0.15% of the Trust’s Managed Assets (as such term is defined in the prospectus relating to the offering) attributable to common shares sold by Xxxxxxx Xxxxx in the offering, for a term as described in Section 5 hereof; provided that the total amount of the fee hereunder plus the aggregate of the sales load, the $.005 per common share partial reimbursement of expenses (subject to a maximum reimbursement of $75,000) payable by the Trust to the underwriters pursuant to the Underwriting Agreement dated September 25, 2003, by and among the Trust, ING Clarion Real Estate and each of the Underwriters named therein (the “Underwriting Agreement”), the amount payable by the Trust to the underwriters’ counsel pursuant to the Underwriting Agreement, the amount of the fee payable to X.X. Xxxxxxx & Sons, Inc. (“X.X. Xxxxxxx”) pursuant to the Corporate Finance Services and Consulting Agreement dated September 30, 2003, by and among ING Clarion Real Estate and X.X. Xxxxxxx, and other underwriting compensation in connection with this offering, shall not exceed 9.0% of the total price (including all Firm Shares and Additional Shares as such terms are described in the Underwriting Agreement) to the public of the Trust’s common shares offered by the prospectus dated September 25, 2003. All quarterly fees payable hereunder shall be paid to Xxxxxxx Xxxxx within 15 days following the end of each calendar quarter commencing with the quarter ending December 31, 2003.

3. ING Clarion Real Estate acknowledges that the services of Xxxxxxx Xxxxx provided for hereunder do not include any advice as to the value of securities or regarding the advisability of purchasing or selling any securities for the Trust’s portfolio. No provision of this Agreement shall be considered as creating, nor shall any provision create, any obligation on the part of Xxxxxxx Xxxxx, and Xxxxxxx Xxxxx is not hereby agreeing, to: (i) furnish any advice or make any recommendations regarding the purchase or sale of portfolio securities or (ii) render any opinions, valuations or recommendations of any kind or to perform any such similar services in connection with providing the services described in Section 1 hereof.

4. Nothing herein shall be construed as prohibiting Xxxxxxx Xxxxx or its affiliates from providing similar or other services to any other clients (including other registered investment companies or other investment managers), so long as Xxxxxxx Xxxxx’x services to ING Clarion Real Estate are not impaired thereby.

5. The term of this Agreement shall commence upon the date referred to above and shall be in effect so long as ING Clarion Real Estate acts as the investment manager to the Trust

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pursuant to the Management Agreement (as such term is defined in the Underwriting Agreement) or other subsequent advisory agreement.

6. ING Clarion Real Estate will xxxxxxx Xxxxxxx Xxxxx with such information as Xxxxxxx Xxxxx reasonably believes appropriate to its assignment hereunder (all such information so furnished being the “Information”). ING Clarion Real Estate recognizes and confirms that Xxxxxxx Xxxxx (a) will use and rely primarily on the Information and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same and (b) does not assume responsibility for the accuracy or completeness of the Information and such other information. To the best of ING Clarion Real Estate’s knowledge, the Information to be furnished by ING Clarion Real Estate when delivered, will be true and correct in all material respects and will not contain any material misstatement of fact or omit to state any material fact necessary to make the statements contained therein not misleading. ING Clarion Real Estate will promptly notify Xxxxxxx Xxxxx if it learns of any material inaccuracy or misstatement in, or material omission from, any Information delivered to Xxxxxxx Xxxxx.

7. It is understood that Xxxxxxx Xxxxx is being engaged hereunder solely to provide the services described above to ING Clarion Real Estate and that Xxxxxxx Xxxxx is not acting as an agent or fiduciary of, and shall have no duties or liability to the current or future shareholders of the Trust or any other third party in connection with its engagement hereunder, all of which are hereby expressly waived.

8. ING Clarion Real Estate agrees that Xxxxxxx Xxxxx shall have no liability to ING Clarion Real Estate or the Trust for any act or omission to act by Xxxxxxx Xxxxx in the course of its performance under this Agreement, in the absence of gross negligence or willful misconduct on the part of Xxxxxxx Xxxxx. ING Clarion Real Estate agrees to the indemnification and other agreement set forth in the Indemnification Agreement attached hereto, the provisions of which are incorporated herein by reference and shall survive the termination, expiration or supersession of this Agreement.

9. This Agreement and any claim, counterclaim or dispute of any kind or nature whatsoever arising out of or in any way relating to this Agreement (“Claim”) shall be governed by and construed in accordance with the laws of the State of New York.

10. No Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have exclusive jurisdiction over the adjudication of such matters, and ING Clarion Real Estate and Xxxxxxx Xxxxx consent to the jurisdiction of such courts and personal service with respect thereto. Each of Xxxxxxx Xxxxx and ING Clarion Real Estate waives all right to trial by jury in any proceeding (whether based upon. contract, tort or otherwise) in any way arising out of or relating to this Agreement. ING Clarion Real Estate agrees that a final judgment in any proceeding or counterclaim brought in any such court shall be conclusive and binding upon ING Clarion Real Estate and may be enforced in any other

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courts to the jurisdiction of which ING Clarion Real Estate is or may be subject, by suit upon such judgment.

11. This Agreement may not be assigned by either party without the prior written consent of the other party.

12. This Agreement (including the attached Indemnification Agreement) embodies the entire agreement and understanding between the parties hereto and supersedes all prior agreements and understandings relating to the subject matter hereof. If any provision of this Agreement is determined to be invalid or unenforceable in any respect, such determination will not affect such provision in any other respect or any other provision of this Agreement, which will remain in full force and effect. This Agreement may not be amended or otherwise modified or waived except by an instrument in writing signed by both Xxxxxxx Xxxxx and ING Clarion Real Estate.

13. All notices required or permitted to be sent under this Agreement shall be sent, if to ING Clarion Real Estate:

ING Clarion Real Estate Securities, L.P.
000 Xxxxx Xxxxxx Xxxxxxx Xxxx
Xxxxx 000
Xxxxxx, Xxxxxxxxxxxx 00000
Attention: X. Xxxxxx Xxxxxxxx

or if to Xxxxxxx Xxxxx:

Xxxxxxx Xxxxx & Co.
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx

     Incorporated

Xxxxx Xxxxx, Xxxxx Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx Xxxx

or such other name or address as may be given in writing to the other parties. Any notice shall be deemed to be given or received on the third day after deposit in the U.S. mail with certified postage prepaid or when actually received, whether by hand, express delivery service or facsimile transmission, whichever is earlier.

14. This Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement.

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     IN WITNESS WHEREOF, the parties hereto have duly executed this Additional Compensation Agreement as of the date first above written.

						XXXXXXX XXXXX & CO.
ING CLARION REAL ESTATE						XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
SECURITIES, L.P.						INCORPORATED
By:		/s/ Xxxxxxx Xxxxxx				By:
		Name:		Xxxxxxx Xxxxxx				Name:
		Title:		Senior Vice President				Title:

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     IN WITNESS WHEREOF, the parties hereto have duly executed this Additional Compensation Agreement as of the date first above written.

						XXXXXXX XXXXX & CO.
ING CLARION REAL ESTATE						XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
SECURITIES, L.P.						INCORPORATED
By:						By:		/s/ Xxxxxxx X. Xxxx
		Name:						Name:		Xxxxxxx X. Xxxx
		Title:						Title:		First Vice President

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Xxxxxxx Xxxxx & Co. Indemnification Agreement

September 30, 2003

Xxxxxxx Xxxxx & Co.
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx

Incorporated

0 Xxxxx Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000

Ladies and Gentlemen:

     In connection with the engagement of Xxxxxxx Xxxxx & Co., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“Xxxxxxx Xxxxx”) to advise and assist the undersigned (together with its affiliates and subsidiaries, referred to as the “Company”) with the matters set forth in the Agreement dated September 30, 2003 between the Company and Xxxxxxx Xxxxx (the “Agreement”), in the event that Xxxxxxx Xxxxx becomes involved in any capacity in any claim, suit, action, proceeding, investigation or inquiry (including, without limitation, any shareholder or derivative action or arbitration proceeding) (collectively, a “Proceeding”) in connection with any matter in any way relating to or referred to in the Agreement or arising out of the matters contemplated by the Agreement, including, without limitation, related services and activities prior to the date of the Agreement, the Company agrees to indemnify, defend and hold Xxxxxxx Xxxxx harmless to the fullest extent permitted by law, from and against any losses, claims, damages, liabilities and expenses in connection with any matter in any way relating to or referred to in the Agreement or arising out of the matters contemplated by the Agreement, including, without limitation, related services and activities prior to the date of the Agreement, except to the extent that it shall be determined by a court of competent jurisdiction in a judgment that has become final in that it is no longer subject to appeal or other review, that such losses, claims, damages, liabilities and expenses resulted solely from the gross negligence or willful misconduct of Xxxxxxx Xxxxx. In addition, in the event that Xxxxxxx Xxxxx becomes involved in any capacity in any Proceeding in connection with any matter in any way relating to or referred to in the Agreement or arising out of the matters contemplated by the Agreement, including, without limitation, related services and activities prior to the date of the Agreement, the Company will reimburse Xxxxxxx Xxxxx for its legal and other expenses (including the cost of any investigation and preparation) as such expenses are incurred by Xxxxxxx Xxxxx in connection therewith. If such indemnification were not to be available for any reason, the Company agrees to contribute to the losses claims damages, liabilities and expenses involved (i) in the proportion appropriate to reflect the relative benefits received or sought to be received by the Company and its stockholders and affiliates and other constituencies, on the one hand, and Xxxxxxx Xxxxx, on the other hand, in the matters contemplated by the Agreement or (ii) if (but only if and to the extent) the allocation provided for in clause (i) is for any reason held unenforceable in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Company and its stockholders and affiliates and other constituencies on the one hand and the party entitled to contribution on the other hand as well as any other relevant equitable considerations. The Company agrees that for the purposes of this paragraph the relative benefits received, or sought to be received, by the Company and its stockholders and affiliates, on the one hand, and the party entitled to contribution, on the other hand of a

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transaction as contemplated shall be deemed to be in the same proportion that the total value received or paid or contemplated to be received or paid by the Company or its stockholders or affiliates and other constituencies, as the case may be, as a result of or in connection with the transaction (whether or not consummated) for which Xxxxxxx Xxxxx has been retained to perform financial services bears to the fees paid to Xxxxxxx Xxxxx under the Agreement; provided, that in no event shall the Company contribute less than the amount necessary to assure that Xxxxxxx Xxxxx is not liable for losses, claims, damages, liabilities and expenses in excess of the amount of fees actually received by Xxxxxxx Xxxxx pursuant to the Agreement. Relative fault shall be determined by reference to, among other things, whether any alleged untrue statement or omission or any other alleged conduct relates to information provided by the Company or other conduct by the Company (or its employees or other agents), on the one hand, or by Xxxxxxx Xxxxx, on the other hand. The Company will not settle any Proceeding in respect of which indemnity may be sought hereunder, whether or not Xxxxxxx Xxxxx is an actual or potential party to such Proceeding, without Xxxxxxx Xxxxx’x prior written consent. For purposes of this Indemnification Agreement, Xxxxxxx Xxxxx shall include Xxxxxxx Xxxxx & Co., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, any of its affiliates, each other person, if any, controlling Xxxxxxx Xxxxx or any of its affiliates, their respective officers, current and former directors, employees and agents, and the successors and assigns of all of the foregoing persons. The foregoing indemnity and contribution agreement shall be in addition to any rights that any indemnified party may have at common law or otherwise.

     The Company agrees that neither Xxxxxxx Xxxxx nor any of its affiliates, directors, agents, employees or controlling persons shall have any liability to the Company or any person asserting claims on behalf of or in right of the Company in connection with or as a result of either Xxxxxxx Xxxxx’x engagement under the Agreement or any matter referred to in the Agreement, including, without limitation, related services and activities prior to the date of the Agreement, except to the extent that it shall be determined by a court of competent jurisdiction in a judgment that has become final in that it is no longer subject to appeal or other review that any losses, claims, damages, liabilities or expenses incurred by the Company resulted solely from the gross negligence or willful misconduct of Xxxxxxx Xxxxx in performing the services that are the subject of the Agreement.

     Notwithstanding any provision contained herein, in no event shall Xxxxxxx Xxxxx be entitled to indemnification by the Company hereunder from and against any losses, claims, damages, liabilities or expenses in respect of which indemnity may be sought under Section 9 of the Underwriting Agreement.

     THIS INDEMNIFICATION AGREEMENT AND ANY CLAIM, COUNTERCLAIM OR DISPUTE OF ANY KIND OR NATURE WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT (“CLAIM”), DIRECTLY OR INDIRECTLY, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EXCEPT AS SET FORTH BELOW, NO CLAIM MAY BE COMMENCED, PROSECUTED OR CONTINUED IN ANY COURT OTHER THAN THE COURTS OF THE STATE OF NEW YORK LOCATED IN THE CITY AND COUNTY OF NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, WHICH COURTS SHALL HAVE EXCLUSIVE JURISDICTION OVER THE ADJUDICATION OF SUCH MATTERS, AND

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THE COMPANY AND XXXXXXX XXXXX CONSENT TO THE JURISDICTION OF SUCH COURTS AND PERSONAL SERVICE WITH RESPECT THERETO. THE COMPANY HEREBY CONSENTS TO PERSONAL JURISDICTION, SERVICE AND VENUE IN ANY COURT IN WHICH ANY CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT IS BROUGHT BY ANY THIRD PARTY AGAINST XXXXXXX XXXXX OR ANY INDEMNIFIED PARTY. EACH OF XXXXXXX XXXXX AND THE COMPANY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT. THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON THE COMPANY AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH THE COMPANY IS OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENT.

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     The foregoing Indemnification Agreement shall remain in full force and effect notwithstanding any termination of Xxxxxxx Xxxxx’x engagement. This Indemnification Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same agreement.

	Very truly yours, ING CLARION REAL ESTATE SECURITIES L.P.
	By:	/s/ Xxxxxxx Xxxxxx
		Name:	Xxxxxxx Xxxxxx
		Title:	Senior Vice President

Accepted and agreed to as of
the date first above written:

XXXXXXX XXXXX & CO.
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX

     INCORPORATED

By:

Name:

Title:

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     The foregoing Indemnification Agreement shall remain in full force and effect notwithstanding any termination of Xxxxxxx Xxxxx’x engagement. This Indemnification Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same agreement.

Very truly yours,
ING CLARION REAL ESTATE SECURITIES L.P.
 

By:  

Name:  

Title:  

Accepted and agreed to as of
the date first above written:

XXXXXXX XXXXX & CO.
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX

     INCORPORATED

By:		/s/ Xxxxxxx X. Xxxx
		Name:		Xxxxxxx X. Xxxx
		Title:		First Vice President

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