0000950153-07-000058 Sample Contracts

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 8, 2007 Relating to AUCTION PREFERRED SHARES OF ING CLARION REAL ESTATE INCOME FUND
Broker-Dealer Agreement • January 9th, 2007 • Ing Clarion Real Estate Income Fund • New York

BROKER-DEALER AGREEMENT dated as of January 8, 2007 (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”).

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