BROKER-DEALER AGREEMENT dated as of May 14, 2004 (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 Global 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).
The Trust intends to issue shares of one or more series of Auction Preferred Shares, liquidation preference $25,000 per share (the APS). The shares of each series of APS shall be issued in book-entry form through the facilities of the Securities Depository. References to APS in this Agreement shall refer only to the beneficial interests in the APS unless the context otherwise requires.
The Auction Procedures require the participation of a Broker-Dealer.
NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Auction Agent, the Trust and BD agree as follows:
1. Definitions and Rules of Construction
1.1 Terms Defined by Statement of Preferences. 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 Depositary that will act on behalf of a Bidder.
(b) Agreement with respect to the Trust shall mean this Agreement as may be amended in writing with written consent of the Trust.
(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.
Exhibit (k)(3)
(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) Settlement Procedures shall mean the Settlement Procedures attached to the Auction Agency Agreement as Exhibit B.
(h) Statement shall mean the Statement of Preferences of Auction Preferred Shares, as the same may be amended, supplemented or modified from time to time.
(i) 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 this 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 this Agreement nor shall they affect its meaning, construction or effect.
(c) The words hereof, herein, hereto, and other words of similar import refer to this 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 Statement, the Statement shall take precedence.
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