ING CLARION REAL ESTATE INCOME FUND



                            AUCTION AGENCY AGREEMENT



                         dated as of November 21, 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



                  This Auction Agency Agreement (this "Agreement"), dated as of

November 21, 2003, is between ING Clarion Real Estate Income Fund (the "Trust")

and The Bank of New York, a New York banking corporation.



                  The Trust proposes to issue an aggregate of 4,200 preferred

shares, par value $0.001 per share, liquidation preference $25,000 per share,

designated as Auction Preferred Shares, Series W28 (the "APS"), pursuant to the

Statement of Preferences (as defined below).



                  The Trust desires that The Bank of New York perform certain

duties as agent in connection with each Auction (as defined below) (in such

capacity, the "Auction Agent"), and as the transfer agent, registrar, dividend

paying agent and redemption agent with respect to the APS (in such capacity, the

"Paying Agent"), upon the terms and conditions of this Agreement, and the Trust

hereby appoints The Bank of New York as said Auction Agent.



                  NOW, THEREFORE, in consideration of the premises and the

mutual covenants contained herein, the Trust and the Auction Agent agree as

follows:



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1.       Definitions and Rules of Construction.



                  1.1      Terms Defined By Reference to Statement.



                  Capitalized terms not defined herein shall have the respective

meanings specified in the Statement.



                  1.2      Terms Defined Herein.



                  As used herein and in the Settlement Procedures, the following

terms shall have the following meanings, unless the context otherwise requires:



                           (a) "Agent Member" of any Person shall mean the

member of, or participant in, the Securities Depository that will act on behalf

of a Bidder.



                           (b) "Agreement" shall mean the Agreement relating to

one or more series of APS.



                           (c) "APS" shall mean the preferred shares, par value

$.001 per share, of the Trust designated as its "Auction Preferred Shares" and

bearing such further designation as to series as the Board of Trustees, of the

Trust or any committee thereof shall specify.



                           (d) "Auction" shall have the meaning specified in

Section 2.1 hereof.



                           (e) "Auction Procedures" shall mean the auction

procedures constituting Part II of the form of Statement as of the filing

thereof.



                           (f) "Authorized Officer" of the Auction Agent shall

mean each Vice President, Assistant Vice President and Assistant Treasurer of

the Auction Agent assigned to the Dealing and Trading Group of its Corporate

Trust Department and every other officer or employee of the Auction Agent

designated as an "Authorized Officer" for purposes hereof in a written

communication to the Trust.



                           (g) "Broker-Dealer Agreement" shall mean each

agreement between the Auction Agent and a Broker-Dealer substantially in the

form attached hereto as Exhibit A.



                                       2

{PAGE}



                           (h) "Settlement Procedures" shall mean the Settlement

Procedures attached hereto as Exhibit B.



                           (i) "Statement" shall mean the Statement of

Preferences of Auction Preferred Shares, as the same may be amended,

supplemented or modified from time to time.



                           (j) "Trust Officer" shall mean the Chairman and Chief

Executive Officer, the President, the Secretary and the Treasurer of the Trust

and every other officer or employee of the Trust designated as a "Trust Officer"

for purposes hereof in a notice to the Auction Agent.



                  1.3      Rules of Construction.



                  Unless the context or use indicates another or different

meaning or intent, the following rules shall apply to the construction of the

Agreement:



                           (a) Words importing the singular number shall include

the plural number and vice versa.



                           (b) The captions and headings herein are solely for

convenience of reference and shall not constitute a part of the Agreement nor

shall they affect its meaning, construction or effect.



                           (c) The words "hereof, "herein", "hereto" and other

words of similar import refer to the Agreement as a whole.



                           (d) All references herein to a particular time of day

shall be to New York City time.



                           (e) This Agreement shall apply separately but equally

to all series of APS that may be issued. Sections 1 and 2 hereof shall be read

in conjunction with the Statement and in the event of any conflict with the

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