Exhibit (h)(5)
STRUCTURING FEE AGREEMENT
February 24, 2004
Citigroup Global Markets Inc.
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Ladies and Gentlemen:
Reference is made to the Underwriting Agreement dated the date hereof (the
"Underwriting Agreement"), by and among ING Clarion Global Real Estate Income
Fund (the "Fund"), ING Clarion Real Estate Securities, L.P. (the "Sponsor") and
each of the Underwriters named therein, with respect to the issue and sale of
the Fund's Common Shares, as described therein. Capitalized terms used herein
and not otherwise defined shall have the meanings given to them in the
Underwriting Agreement.
1. Structuring Fee. In consideration of your services in offering advice
to the Sponsor relating to the structure and design of the Fund, as well as
financial advisory services with respect to the organization of the Fund and the
suitability and marketability of its securities, the Sponsor shall pay a
structuring fee to you in the aggregate amount of $____________ (the
"Structuring Fee"). The Structuring Fee shall be paid simultaneously with the
delivery of and payment for the Common Shares and shall be made by wire transfer
to the order of Citigroup Global Markets Inc.
2. Term. This Structuring Fee Agreement shall terminate upon the payment
of the structuring fee, as specified in Section 1 hereof and the termination of
the Underwriting Agreement without the Common Shares having been delivered and
paid for.
3. Indemnification. The Sponsor agrees that Citigroup Global Markets Inc.
shall have no liability to it or the Trust for any act or omission to act by it
in the course of its performance under this Structuring Fee Agreement the
absence of gross negligence or willful misconduct on the part of Citigroup
Global Markets Inc.
4. Not an Investment Adviser. The Sponsor acknowledges that you are not
providing any advice hereunder as to the value of securities or regarding the
advisability of purchasing or selling any securities for the Fund's portfolio.
No provision of this Agreement shall be considered as creating, nor shall any
provision create, any obligation on the part of you, and you are not agreeing
hereby, to: (i) furnish any advice or make any recommendations regarding the
purchase or sale of portfolio securities by the Fund or (ii) render any opinions
or valuations as to any securities considered for purchase by the Fund or
recommendations of any kind regarding the performance of similar services.
5. Not Exclusive. Nothing herein shall be construed as prohibiting you or
your affiliates from acting as an underwriter or financial adviser or in any
other capacity for any other persons (including other registered investment
companies or other investment managers).
6. Assignment. This Structuring Fee Agreement may not be assigned by any
party without prior written consent of the other party.
7. Amendment; Waiver. No provision of this Structuring Fee Agreement may
be amended or waived except by an instrument in writing signed by the parties
hereto.
8. Governing Law. This Structuring Fee Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York.
9. Counterparts. This Structuring Fee Agreement may be executed in any
number of counterparts, each of which shall be an original, and all of which,
when taken together, shall constitute one agreement. Delivery of an executed
signature page of the Structuring Fee Agreement by facsimile transmission shall
be effective as delivery of a manually executed counterpart hereof.
This Agreement shall be effective as of the date first written above.
[END OF TEXT]
ING CLARION REAL ESTATE SECURITIES, L.P.
By: ______________________________
Name:
Title:
Agreed and Accepted:
CITIGROUP GLOBAL MARKETS INC.
By:_______________________________
Name:
Title:
