ING Clarion Real Estate Income Fund Auction Preferred Shares Liquidation Preference $25,000 Per Share FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • January 4th, 2007 • Ing Clarion Real Estate Income Fund • New York
Citigroup Global Markets Inc. As Representatives of the several Underwriters named in Schedule I hereto c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013
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 January , 2007 Relating to AUCTION PREFERRED SHARES OF ING CLARION REAL ESTATE INCOME FUNDBroker-Dealer Agreement • January 4th, 2007 • Ing Clarion Real Estate Income Fund • New York
BROKER-DEALER AGREEMENT dated as of December ___, 2006 (this “Agreement”), among The Bank of New York, a New York banking corporation, as auction agent (the “Auction Agent”) (not in its individual capacity but solely as agent) pursuant to authority granted to it in the Auction Agency Agreement, ING Clarion Real Estate Income Fund (the “Trust”), and each broker-dealer whose name appears on the signature page hereof, as broker-dealer (together with its successors and assigns as such hereinafter referred to as “BD”).
AMENDMENT TO THE AUCTION AGENCY AGREEMENTAuction Agency Agreement • January 4th, 2007 • Ing Clarion Real Estate Income Fund
This Amendment (the “Amendment”) is made as of December 18, 2006, by and between ING Clarion Real Estate Income Fund (the “Trust”) and The Bank of New York, a New York banking corporation, and amends the Auction Agency Agreement dated as of November 24, 2003 (the “Agreement”), by and between the Trust and The Bank of New York. All capitalized terms used in the Amendment shall have the meaning ascribed to them in the Agreement.
ADDITIONAL COMPENSATION AGREEMENTAdditional Compensation Agreement • January 4th, 2007 • Ing Clarion Real Estate Income Fund • New York
ADDITIONAL COMPENSATION AGREEMENT (the “Agreement”), dated as of September 30, 2003, between Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and ING Clarion Real Estate Securities, L.P. (“ING Clarion Real Estate”).
