INVESTMENT ADVISORY AGREEMENT ASSUMPTION AGREEMENT
This assumption agreement (theAgreement) is effective as of the 16th day of December, 2005 (the Effective Date) by and between UST Advisers, Inc., a Delaware corporation (USTA), U.S. Trust Company, National Association, a national bankorganized under the laws of the United States (UST-NA), LaSalle Investment Management, Inc., a Maryland corporation (the Adviser) and Excelsior LaSalle Property Fund, Inc., a Maryland corporation (the Fund).
WHEREAS, UST-NA, the Adviser and the Fund are parties to a investment advisory agreement dated December 23, 2004 (the AdvisoryAgreement);
WHEREAS, UST-NA wishes to restructure the manner in which it provides management and administrative services to the Fundunder its management agreement with the Fund (the Management Agreement) so as to deliver such services through USTA, a new wholly-owned subsidiary of UST-NA, which will provide all of the services formerly provided by UST-NA under theManagement Agreement and the Advisory Agreement to the Fund;
WHEREAS, USTA wishes to assume all of UST-NAs duties, obligations,liabilities and rights under the Advisory Agreement and UST-NA wishes to assign and be discharged from its duties, obligations, liabilities and rights under the Advisory Agreement; and
WHEREAS, U.S. Trust Corporation, the parent of UST-NA and USTA (UST-Corp.), wishes to provide an indemnity to the Adviser and the Fund forcertain matters as described herein.
NOW, THEREFORE, based on the foregoing, the parties intending to be legally bound, agree as follows:
|1.||Assumption. UST-NA hereby assigns to USTA and USTA hereby agrees to assume, as of the Effective Date, all of UST-NAs respective obligations, liabilities and rights andagrees to perform all of UST-NAs respective duties under the Advisory Agreement.|
|2.||Release. The Adviser and the Fund hereby release UST-NA, as of the Effective Date, from all of its duties, obligations, and liabilities under the Advisory Agreement andUST-NA hereby surrenders all of its rights under the Advisory Agreement.|
|3.||Indemnity. UST-Corp. agrees to ensure that USTA will perform all of UST-NAs duties and obligations under the Advisory Agreement and agrees to indemnify, defend and holdthe Adviser and the Fund harmless for any and all losses, liabilities, actions or expenses resulting from or arising out of USTAs performance of the duties and obligations assumed|
by it under the Advisory Agreement to the same extent that UST-NA would have been liable for itsperformance under the Advisory Agreement.
UST-Corp. hereby waives any requirement that the Adviser or the Fund exhaust any right or remedyor proceed or take any action against USTA or UST-NA or any other person or entity before exercising any right or remedy against UST-Corp. under this Agreement.
The obligations of UST-Corp. hereunder are absolute and unconditional. UST-Corp.s indemnity shall be a continuing indemnity and shall continue in full force and effect indefinitely. The parties understand andagree that this indemnity is applicable only with respect to the Advisory Agreement.
|4.||Other Matters. USTA is hereby bound by all of the terms and conditions of the Advisory Agreement, which will continue in full force and effect with respect to USTA.|
|5.||Headings and Captions. The document headings and captions contained herein are for ease of reference only, and shall not effect the meaning or interpretation of thisAgreement.|
|6.||Counterparts. This Agreement may be executed in one or more counterparts, all of which taken together shall constitute one instrument.|
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the 16th day of December, 2005.
|UST ADVISERS, INC.|
|U.S. TRUST COMPANY, NATIONAL ASSOCIATION|
|Name:||Neil M. McDonnell|
|LaSALLE INVESTMENT MANAGEMENT, INC.|
|Name:||Peter H. Schaff|
|Title:||Regional CEO North America|
|EXCELSIOR LaSALLE PROPERTY FUND, INC.|
|Name:||Lee A. Gardella|
|U.S. TRUST CORPORATION, for purposes of section 3 hereof only|
|Name:||Richard E. Brinkmann|
|Title:||Managing Director & Comptroller|