EXCELSIOR LASALLE PROPERTY FUND, INC.Subscription Agreement • April 28th, 2006 • Excelsior Lasalle Property Fund Inc • Maryland
This Subscription Agreement (the “Subscription Agreement”) contains representations, warranties and agreements which must be made by you if you wish to invest in Excelsior LaSalle Property Fund, Inc. (the “Fund”). You should consult with an attorney, accountant, investment advisor or other advisor regarding an investment in the Fund and its suitability for you. This Subscription Agreement should be reviewed simultaneously with your completion and execution of the Subscription Booklet of the Fund which is included in this package (the “Subscription Booklet” and together with the Subscription Agreement, the “Subscription Documents”). All Subscription Documents must be completed correctly and thoroughly or they will not be accepted. If you wish to invest, please complete, sign and return the Subscription Booklet and retain the Fund’s confidential private offering memorandum (the “Memorandum”) and this Subscription Agreement.
INVESTMENT ADVISORY AGREEMENTInvestment Advisory Agreement • April 28th, 2006 • Excelsior Lasalle Property Fund Inc • New York
MANAGEMENT AGREEMENTManagement Agreement • April 28th, 2006 • Excelsior Lasalle Property Fund Inc • New York
THIS MANAGEMENT AGREEMENT (this “Agreement”) is entered into as of the 23rd day of December, 2004, by and between Excelsior LaSalle Property Fund, Inc., a Maryland corporation (the “Fund”), and U.S. Trust Company, N.A., a California corporation and national bank acting through its investment advisory division, U.S. Trust Company, N.A. Asset Management Division (the “Manager”).
LaSalle Investment Management, Inc. Chicago, Illinois 60601Investment Advisory Agreement • April 28th, 2006 • Excelsior Lasalle Property Fund Inc
Reference is made to that certain Investment Advisory Agreement (the “Advisory Agreement”), of even date herewith, by and among Excelsior LaSalle Property Fund, Inc., a Maryland corporation (the “Fund”), U.S. Trust Company, N.A., a California corporation and national bank (the “Manager”), and LaSalle Investment Management, Inc., a Maryland corporation (the “Advisor”). Unless otherwise defined in Section 6 below or elsewhere in this letter agreement (this “Letter Agreement”), capitalized terms used herein shall have the meanings set forth in the Advisory Agreement. In consideration of each party’s agreement to enter into the Advisory Agreement, the parties hereby agree as follows:
MANAGEMENT AGREEMENT AND EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT ASSUMPTION AGREEMENTManagement Agreement • April 28th, 2006 • Excelsior Lasalle Property Fund Inc
This assumption agreement (the “Agreement”) 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 bank organized under the laws of the United States (“UST-NA”) and Excelsior LaSalle Property Fund, Inc., a Maryland corporation (the “Fund”).
INVESTMENT ADVISORY AGREEMENT ASSUMPTION AGREEMENTInvestment Advisory Agreement Assumption Agreement • April 28th, 2006 • Excelsior Lasalle Property Fund Inc
This assumption agreement (the “Agreement”) 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 bank organized 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”).
EXCELSIOR LASALLE PROPERTY FUND, INC. EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENTExpense Limitation and Reimbursement Agreement • April 28th, 2006 • Excelsior Lasalle Property Fund Inc • New York
This EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT (this “Agreement”) is made as of the 23rd day of December 2004 by and between Excelsior LaSalle Property Fund, Inc., a Maryland corporation (the “Fund”) and U.S. Trust Company, N.A., acting through its investment advisory division, U.S. Trust Company, N.A. Asset Management Division (the “Manager”).
PURCHASE AGREEMENT METROPOLITAN PARK NORTH Seattle, Washington SELLER: MET PARK NORTH IV, L.L.C., a Delaware limited liability company BUYER: ELPF MET PARK NORTH, L.L.C., a Delaware limited liability company February 3, 2006Purchase Agreement • April 28th, 2006 • Excelsior Lasalle Property Fund Inc • Washington
THIS PURCHASE AGREEMENT (this “Agreement”) is made as of February 3, 2006 (the “Effective Date”), by and between Met Park North IV, L.L.C., a Delaware limited liability company (“Seller”), and ELPF Met Park North, L.L.C., a Delaware limited liability company (“Buyer”).
LaSalle Investment Management, Inc. Chicago, Illinois 60601Side Letter Agreement • April 28th, 2006 • Excelsior Lasalle Property Fund Inc
Reference is made to the letter agreement, dated June 16, 2004 (“Side Letter No. 1”), attached hereto as Exhibit A, by and between U.S. Trust Company, N.A. (“U.S. Trust”) and LaSalle Investment Management, Inc. (“LaSalle”) in connection with the organization and operation of Excelsior LaSalle Property Fund, Inc., a Maryland corporation (the “Fund”), which will be an open-ended, diversified real estate fund marketed primarily to high net worth individuals. It is anticipated that the parties will work together in drafting and negotiating the Fund’s offering materials and organizational documents and the terms under which LaSalle will act as the advisor to the Fund. As provided in Side Letter No. 1, it is also anticipated that LaSalle will undertake to cause the Fund to acquire a suitable portfolio of real estate investments (the “Pre-Closing Investments”) prior to the initial closing of the Fund (the “Initial Closing”), which will occur following (i) the Fund’s receipt of aggregate share
