0000950153-06-002805 Sample Contracts

SUB-INVESTMENT ADVISORY AGREEMENT
Sub-Investment Advisory Agreement • November 13th, 2006 • Ing Clarion Real Estate Income Fund • New York

AGREEMENT dated as of September 30, 2003, between ING Clarion Real Estate Income Fund, a Delaware statutory trust (the “Trust”), ING Clarion Real Estate Securities, L.P., a Delaware limited partnership (the “Advisor”), and ING Clarion Capital LLC, a New York limited liability company (the “Sub-Advisor”).

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INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • November 13th, 2006 • Ing Clarion Real Estate Income Fund • Delaware

AGREEMENT, dated September 30, 2003, between ING Clarion Real Estate Income Fund (the “Trust”), a Delaware statutory trust, and ING Clarion Real Estate Securities, L.P. (the “Advisor”) a Delaware limited partnership.

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CUSTODY AGREEMENT
Custody Agreement • November 13th, 2006 • Ing Clarion Real Estate Income Fund • New York

AGREEMENT, dated as of September 26, 2003 between ING Clarion Real Estate Income Trust, a statutory trust organized and existing under the laws of the State of Delaware having its principal office and place of business at 259 North Radnor Chester Road, Radnor, Pennsylvania 19087 (the “Fund”) and The Bank of New York, a New York corporation authorized to do a banking business having its principal office and place of business at One Wall Street, New York, New York 10286 (“Custodian”).

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STOCK TRANSFER AGENCY AGREEMENT between ING CLARION REAL ESTATE INCOME FUND and THE BANK OF NEW YORK Dated as of September 26, 2003, ACCOUNT NUMBER(S) [ ]
Stock Transfer Agency Agreement • November 13th, 2006 • Ing Clarion Real Estate Income Fund • New York

AGREEMENT, made as of , 2003, by and between ING Clarion Real Estate Income Fund, a statutory trust organized and existing under the laws of the State of Delaware (hereinafter referred to as the “Customer”), and THE BANK OF NEW YORK, a New York trust company (hereinafter referred to as the “Bank”).

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FUND ACCOUNTING AGREEMENT
Fund Accounting Agreement • November 13th, 2006 • Ing Clarion Real Estate Income Fund • New York

AGREEMENT made as of this 26th day of September, 2003 by and between ING Clarion Real Estate Income Fund, a Delaware statutory trust having its principal place of business at 259 North Radnor Chester Road, Suite 205, Radnor, Pennsylvania 19087 (hereinafter called the “Fund”) and The Bank of New York, a New York corporation authorized to do a banking business, having its principal place of business at One Wall Street, New York, New York 10286 (hereinafter called the “Bank”).

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BROKER-DEALER AGREEMENT among ING CLARION REAL ESTATE INCOME FUND THE BANK OF NEW YORK as Auction Agent And each Broker-Dealer Dated as of November 24, 2003 Relating to AUCTION PREFERRED SHARES OF ING CLARION REAL ESTATE INCOME FUND
Broker-Dealer Agreement • November 13th, 2006 • Ing Clarion Real Estate Income Fund • New York

Capitalized terms used in this letter, unless otherwise defined herein, shall have the meanings set forth in the Offering Documents.

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CORPORATE FINANCE SERVICES AND CONSULTING AGREEMENT
Corporate Finance Services and Consulting Agreement • November 13th, 2006 • Ing Clarion Real Estate Income Fund • New York

This CORPORATE FINANCE SERVICES AND CONSULTING AGREEMENT (the “Agreement”), dated as of September 25, 2003, between A.G. Edwards & Sons, Inc. (“A.G. Edwards”) and ING Clarion Real Estate Securities, L.P. (“ING Clarion Real Estate”).

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WHOLESALE DISTRIBUTION AGREEMENT
Wholesale Distribution Agreement • November 13th, 2006 • Ing Clarion Real Estate Income Fund • Pennsylvania

This Agreement, dated as of September 19, 2003, is entered into by and among ING Clarion Real Estate Securities, L.P. (the “Investment Manager”), ING Clarion Real Estate Income Fund (the “Trust”) and ING Funds Distributor, LLC (“ING Funds”) with respect to certain distribution assistance to be provided by ING Funds to the Trust, limited exclusively to providing offering and marketing materials and additional information to registered broker-dealers who are part of the underwriting syndicate (“Underwriting Syndicate”) publicly offering common (the “Common Shares”). Investment Manager, as investment adviser to the Trust, is compensated on the basis of the Trust’s net assets and wishes to support the efforts of ING Funds in providing limited wholesaling services with respect to the Common Shares and to compensate ING Funds for these services. The parties agree as follows:

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ING CLARION REAL ESTATE INCOME FUND AUCTION AGENCY AGREEMENT dated as of November 24, 2003 Relating to Auction Preferred Shares Series W28 of ING CLARION REAL ESTATE INCOME FUND The Bank of New York, as Auction Agent
Auction Agency Agreement • November 13th, 2006 • Ing Clarion Real Estate Income Fund • New York

ING Clarion Real Estate Income Fund (the “Trust”) may exercise its option to designate the Rate Period of its Series W28 APS commencing [the first day of the Special Rate Period] as a Special Rate Period.

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ADMINISTRATION AGREEMENT
Administration Agreement • November 13th, 2006 • Ing Clarion Real Estate Income Fund • New York

AGREEMENT made as of September 26, 2003, by and between ING Clarion Real Estate Income Fund (the “Fund”), and The Bank of New York, a New York banking organization (the “Administrator”).

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