Exhibit k.1
ADMINISTRATIVE SERVICES AGREEMENT
THIS AGREEMENT dated as of the 25th day of November, 2003.
BETWEEN:
USA REIT FUND LLC, a limited liability company
established under the laws of the State of
Delaware (the "COMPANY")
- and -
BROMPTON CAPITAL ADVISORS INC., a corporation
organized under the laws of the Province of Ontario
(the "ADMINISTRATOR")
WHEREAS:
A. The Administrator is the promoter of the Company.
B. The Company wishes to appoint the Administrator to advise the Board of
Directors as to the administration and operation of the Company.
NOW THEREFORE, the parties agree as follows:
ARTICLE 1
DEFINITIONS
Whenever used in this Agreement, the following words and terms have the meanings
set out below:
"1940 ACT" means the United States Investment Company Act of 1940, as amended;
"ADMINISTRATION FEE" has the meaning given to it in Section 5.1;
"AGENCY AGREEMENT" means the agency agreement to be entered into among the
Company, the Administrator and the Agents in connection with the initial
offering of Shares to the public in Canada;
"AGENTS" means, collectively, RBC Dominion Securities Inc., CIBC World Markets
Inc., BMO Xxxxxxx Xxxxx Inc., National Bank Financial Inc., Scotia Capital Inc.,
TD Securities Inc., HSBC Securities (Canada) Inc., Canaccord Capital
Corporation, Desjardins Securities Inc., Dundee Securities Corporation, First
Associates Investments Inc., Acadian Securities Incorporated and Newport
Securities Inc.;
"BOARD OF DIRECTORS" means the board of directors of the Company;
"BUSINESS DAY" means any day except Saturday, Sunday or a statutory holiday in
Toronto, Ontario or New York, New York;
"CDS" means The Canadian Depository for Securities Limited;
"CUSTODIAN" means U.S. Bank National Association, or if applicable its
successor;
"DISTRIBUTION(S)" means the cash and in specie distribution(s) which are paid by
the Company to Shareholders;
"DISTRIBUTION REINVESTMENT PLAN" means the distribution reinvestment plan of the
Company, as described in the Prospectus;
"INITIAL EXPENSES" means all costs and expenses of the offering of the Shares
including, without limitation, prospectus filing fees, listing fees, printing
costs, fees and expenses of legal counsel and auditors, costs of marketing the
offering and all other out-of-pocket expenses incurred in connection with the
offering of the Shares;
"INVESCO" means INVESCO Real Estate, the real estate management division of
INVESCO Institutional (N.A.), Inc. a subsidiary of AMVESCAP, PLC;
"INVESTMENT ADVISOR" means the Company's investment advisor, INVESCO, or, if
applicable, its successor;
"INVESTMENT ADVISORY AGREEMENT" means the investment advisory agreement dated as
of November 25, 2003, between the Company and the Investment Advisor, as it may
be amended from time to time;
"INVESTMENT OBJECTIVES" means the investment objectives of the Company, as
described in the Prospectus;
"INVESTMENT RESTRICTIONS" means the investment restrictions of the Company, as
described in the Prospectus;
"INVESTMENT STRATEGY" means the investment strategy of the Company, as described
in the Prospectus;
"LENDERS" means one or more banks or other lending institutions;
"LLC AGREEMENT" means the amended and restated limited liability company
agreement of the Company dated November 25, 2003, as may be amended,
supplemented or restated from time to time;
"LOAN FACILITY" means a loan facility intended to be entered into between the
Company and the Lenders to enable the Company to acquire additional securities
in accordance with the Investment Objectives and Investment Strategy and subject
to the Investment Restrictions and for general purposes;
"NET ASSET VALUE" means the net asset value of the Company, as determined by
subtracting the aggregate liabilities of the Company from the Total Assets as
more fully described in the Prospectus;
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"NET ASSET VALUE PER SHARE" means the Net Asset Value divided by the total
number of Shares outstanding, in each case, on the date on which the calculation
is being made;
"ORDINARY RESOLUTION" means a resolution passed by the affirmative vote of at
least 50% of the votes cast, either in person or by proxy, at a meeting of
Shareholders called for the purpose of approving such resolution;
"PROSPECTUS" means the final long form prospectus of the Company under which
Shares are offered for sale to the public in Canada;
"REIT PORTFOLIO" means the actively managed portfolio owned by the Company
consisting primarily of U.S. REIT securities;
"SHAREHOLDERS" means, unless the context requires otherwise, the owners of the
beneficial interest in the Shares;
"SHARES" means the common shares of the Company;
"SPECIAL RESOLUTION" means a resolution passed by the affirmative vote of at
least 66__% of the votes cast, either in person or by proxy, at a meeting of
Shareholders called for the purpose of approving such resolution;
"TOTAL ASSETS" means the aggregate value of the assets of the Company, including
assets obtained through borrowing or leverage;
"VALUATION COMMITTEE" means the valuation committee of the Company, consisting
of three people, at least one of which is a member of the Board of Directors;
and
"VALUATION DATE" means, at a minimum, Thursday of each week, or if any Thursday
is not a Business Day, the immediately preceding Business Day, and the last
Business Day of each month, and includes any other date on which the
Administrator elects, in its discretion, to calculate the Net Asset Value per
Share.
ARTICLE 2
APPOINTMENT OF ADMINISTRATOR
2.1 The Company hereby appoints the Administrator as the administrator of
the Company and, subject to the provisions of the LLC Agreement, to
provide the management and administrative services contemplated
hereunder and the Administrator accepts such appointment.
2.2 The Company hereby acknowledges and agrees that the Administrator, may
delegate certain of its powers to third parties at no additional cost
to the Company where, in the discretion of the Administrator, it would
be in the best interests of the Company and the Shareholders to do so,
provided that such delegation shall not relieve the Administrator of
any of its obligations under this Agreement. Any delegation or
arrangement between the Company and the Administrator or any affiliate
of the Administrator not specifically referred to in the LLC Agreement
shall be on terms no less favourable to the Company than those
available from arm's length parties (within the meaning of the Income
Tax Act (Canada)) for comparable services.
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ARTICLE 3
ADMINISTRATIVE SERVICES
3.1 The Administrator shall administer the ongoing business and operations
of the Company.
3.2 The Administrator shall provide, or cause to be provided,
administrative services to the Company, including, without limitation:
(a) monitoring relationships with the Custodian, registrar and
transfer agent, auditors, legal counsel and other
organizations or professionals serving the Company;
(b) the payment on behalf of the Company of expenses incurred on
behalf of the Company and the negotiation of contracts with
third party providers of services (including, but not limited
to, custodians, transfer agents, legal counsel, auditors and
printers);
(c) the preparation for approval by the Company of accounting,
management and other reports, including quarterly and annual
reports to Shareholders, financial statements, tax reporting
to Shareholders and income tax returns;
(d) keeping and maintaining the books and records of the Company
and the supervision of compliance by the Company with record
keeping requirements under applicable regulatory regimes;
(e) the calculation of and advising the Company as to the amount,
and the frequency, of Distributions by the Company subject to
approval or ratification by the Board of Directors;
(f) assisting the Company with communications and correspondence
with Shareholders and the preparation of notices of
Distributions to Shareholders;
(g) advising the Company on establishing and monitoring the
Distribution Reinvestment Plan, and amending, modifying,
suspending or terminating the Distribution Reinvestment Plan
in a manner which is in the best interests of Shareholders;
(h) ensuring that the Net Asset Value of the Company is provided
to the financial press;
(i) assisting the Company with responses to investors' inquiries
and general investor relations in respect of the Company;
(j) dealing with banks and custodians, including the maintenance
of bank records and the negotiation and securing of bank
financing or refinancing;
(k) assisting the Company in obtaining such insurance as
appropriate for the Company;
(l) arranging for the provision of services by CDS for the
administration of the book-entry only system with respect to
the Shares;
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(m) reviewing fees and expenses charged to the Company and
ensuring the timely payment thereof;
(n) (i) advising the Company to ensure that the Company
complies with all applicable regulatory requirements
and stock exchange listing requirements;
(ii) the preparation and delivery of the Company's reports
to, and assisting the Company in dealing with,
relevant securities regulatory authorities and any
similar organization of any government or any stock
exchange to which the Company is obligated to report;
(iii) assisting the Company in the organizing of any
meetings of Shareholders; and
(iv) the provision of such other administrative services
as may be reasonably required for the ongoing
business and administration of the Company; and
(o) assuming responsibility for the services provided by the
Investment Advisor under the Investment Advisory Agreement,
but such responsibility shall not include providing investment
advisory or portfolio management services to the Company.
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ARTICLE 4
RESTRICTIONS ON ADMINISTRATOR
4.1 The Administrator shall not execute any agreements on behalf of the
Company.
4.2 The Administrator shall take no actions affecting the Company's
existence except in accordance with the provisions of the LLC
Agreement.
4.3 The funds of the Administrator shall not be commingled with those of
the Company.
4.4 The Administrator does not hereby assume any liabilities or obligations
of the Company and the Administrator's obligations hereunder shall be
restricted to the provision of the administrative services set forth in
Section 3.2 in accordance with the provisions of this Agreement.
ARTICLE 5
FEES PAYABLE TO THE ADMINISTRATOR
5.1 For the provision of the administrative services set forth herein, the
Company shall pay to the Administrator an annual administration fee
(the "ADMINISTRATION FEE"), as described in this Section 5. If the Net
Asset Value exceeds CAD $55,000,000, the Administrator will receive an
annual fee equal to the sum of: (i) 0.30% of the Net Asset Value for
the first CAD $10,000,000; (ii) 0.40% of the Net Asset Value on the
next CAD $10,000,000; and (iii) 0.50% of the Net Asset Value above CAD
$20,000,000. If the Net Asset Value is less than CAD $55,000,000 the
Administrator will receive an annual fee equal to 45% of 1.10% of the
Net Asset Value which will be reduced by 0.014% of the Net Asset Value
for each CAD $1,000,000 below CAD $55,000,000 and further reduced by
0.055% of the Net Asset Value for each CAD $1,000,000 below CAD
$30,000,000.
5.2 The Administration Fee shall be calculated and paid monthly in arrears,
on the first Business Day following the last day of the immediately
preceding month except for the month ended December 31 when the
Administration Fee shall be calculated and paid on the last Business
Day of December based on the average daily Net Asset Value for the
month of December up to and including the second last Business Day of
December. For greater certainty, the Administration Fee payable to the
Administrator in respect of the month ending December 31, 2003 shall be
pro rated based on the fraction that the number of days from and
including the date of Closing of the initial public offering of Shares
to and including December 31, 2003 is of the number of days in the
month ending December 31, 2003.
5.3 For the purpose of calculating Net Asset Value per Share on such
Valuation Date, Net Asset Value will be calculated by subtracting the
aggregate amount of the Company's liabilities from the Total Assets of
the Company. The Total Assets on such Valuation Date will be determined
in accordance with the valuation procedures determined from time to
time by the Board of Directors. Their current form is as set out in the
Prospectus. The Net Asset Value per Share will be calculated in
Canadian dollars. Any market price reported in currency other than
Canadian dollars shall be translated into Canadian currency at the rate
of exchange available to the Company from the Custodian on the
Valuation Date on which the Total Assets are being determined.
5.4 All rights granted to the Administrator and other amounts payable to
the Administrator pursuant to the terms hereof do not include the
applicable amount of goods and services
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tax ("GST") exigible, if any in respect thereof. Accordingly, the
Company shall pay to the Administrator, in cash, the amount of GST
exigible, if any, on that portion of the Administration Fee at such
times and in such amounts as required by law. The GST exigible on all
other amounts payable by the Company to the Administrator shall be paid
at the time of payment of such other amounts.
ARTICLE 6
EXPENSES
6.1 In addition to the payment of the Administration Fee, the Company shall
reimburse the Administrator for all expenses incurred in connection
with its duties as Administrator, which may include, without
limitation, custodial fees, legal, audit and valuation fees and
expenses, fees paid to the independent directors of the Administrator,
expenses of the directors of the Administrator, premiums for directors'
and officers' insurance coverage for the directors and officers of the
Administrator, if any, Shareholder reporting costs, registrar, transfer
and distribution agency costs, printing and mailing costs, listing fees
and expenses and other administrative expenses and costs incurred in
connection with the Company's continuous public filing requirements and
investor relations, taxes, brokerage commissions, costs and expenses
relating to the issue of Shares, costs and expenses of preparing
financial and other reports, costs and expenses arising as a result of
complying with all applicable laws, regulations and policies and all
amounts paid by the Company on account of the indebtedness of the
Company. Such expenses will also include expenses of any action, suit
or other proceeding in which or in relation to which the Administrator
and/or any of its officers, directors, employees, consultants or agents
is entitled to indemnity by the Company.
ARTICLE 7
INITIAL EXPENSES
7.1 The Company shall and hereby agrees to reimburse the Administrator all
of the Initial Expenses incurred by the Administrator.
ARTICLE 8
STANDARD OF CARE AND LIABILITY
8.1 The Administrator and any agent to whom the Administrator has delegated
any of its duties hereunder shall exercise its powers and discharge its
duties hereunder honestly, in good faith and in the best interests of
the Shareholders and shall exercise the care, diligence and skill that
a reasonably prudent and qualified administrator would exercise in
comparable circumstances. The Administrator will not be liable in any
way for any default, failure or defect in any of the REIT Portfolio if
it has satisfied the duties and standard of care, diligence and skill
set forth above. However, the Administrator shall be liable to the
Company for any loss, damage, claim, cost charge, expense or liability
resulting from the Administrator's wilful misconduct, bad faith,
negligence or disregard by the Administrator of the Administrator's
duties or standard of care, diligence and skill prescribed by this
Section 8 or a material breach or default of the Administrator's
obligations under this Agreement.
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ARTICLE 9
APPOINTMENT OF AGENTS
9.1 The Administrator may advise the Company as to the appropriate persons
to employ or engage or appoint as agent and the Administrator may rely
and act upon information or advice received from investment
counsellors, distributors, brokers, electronic data processors,
advisors, accountants, accounting and pricing services, lawyers and
others.
ARTICLE 10
EXCLUSIVITY OF SERVICES
10.1 Nothing in this Agreement shall limit or restrict the right of the
Administrator or any director, officer, employee, principal or
shareholder of the Administrator, to engage in any other business or to
devote his, her or its time and attention in part to the management,
administration or other aspects of any business, whether of a similar
or dissimilar nature to that of the Company provided that the
Administrator will and will cause its agents and employees to devote
adequate time and attention to performing its duties hereunder.
ARTICLE 11
DURATION AND TERMINATION
11.1 This Agreement shall continue unless terminated pursuant to this
Section 11.
11.2 This Agreement may be terminated at any time by the Company on 60 days
written notice without the payment of any penalty by vote of a
majority of the Board of Directors or by vote of a majority of the
outstanding voting securities of the Company.
11.3 This Agreement may be terminated by the Company at any time on 30 days'
written notice to the Administrator for material failure of the
Administrator to perform its duties and discharge its obligations
hereunder, or the continuing malfeasance or misfeasance of the
Administrator in the performance of its duties hereunder.
11.4 This Agreement may be terminated by the Company immediately in the
event of the commission by the Administrator of any fraudulent act and
shall be automatically terminated if the Administrator becomes
bankrupt, insolvent or makes a general assignment for the benefit of
its creditors.
11.5 The Administrator may resign and this Agreement may be terminated upon
120 days' notice by the Administrator to the Company.
11.6 Other than as stated above, this Agreement may not be terminated by the
Company.
11.7 Other than payment of the fees payable to the Administrator and the
reimbursement of the Administrator's expenses pursuant to this
Agreement to and including the date of
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termination of this Agreement, no additional payments will be required
to be made by the Company to the Administrator as a result of any
termination of this Agreement.
11.8 Upon termination of this Agreement, the Administrator shall forthwith
deliver to the Company, or such other person as directed by the
Company, all records, documents and books of account and all materials
and supplies of the Company which are in the possession or control of
the Administrator or for which the Administrator has been paid or
reimbursed by the Company and which relate directly or indirectly to
the Company or to the performance by the Administrator of its
obligations under this Agreement.
ARTICLE 12
REPRESENTATIONS OF THE COMPANY
12.1 The Company represents, warrants and agrees that:
(a) it has full capacity and authority to execute and deliver this
Agreement and to act as described herein. This Agreement has
been duly and validly authorized, executed and delivered by
the Company and is a valid and binding agreement of the
Company enforceable in accordance with its terms; and
(b) it is a limited liability company duly incorporated and
validly existing under the laws of the State of Delaware and
has all governmental and regulatory licenses, registrations
and approvals required by law as may be necessary to perform
its obligations under this Agreement.
ARTICLE 13
REPRESENTATIONS OF THE ADMINISTRATOR
13.1 The Administrator represents and warrants to the Company that:
(a) it is a corporation duly incorporated and validly existing
under the laws of the Province of Ontario and has all
governmental and regulatory licenses, registrations and
approvals required by law as may be necessary to perform its
obligations under this Agreement;
(b) it has full capacity and authority to execute and deliver this
Agreement and to act as described herein. This Agreement has
been duly and validly authorized, executed and delivered on
behalf of the Administrator and is a valid and binding
agreement of the Administrator enforceable in accordance with
its terms; and
(c) there are no pending, threatened or contemplated proceedings
or investigations or enquiries before or by any court,
governmental self-regulatory body or exchange which might
impair the Administrator's ability to discharge its
obligations hereunder or that relate to any regulatory
registrations or licenses of the Administrator and the
Administrator shall immediately notify the Company of any such
proceedings, investigations or enquiries.
ARTICLE 14
LIMITATION OF LIABILITY
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14.1 The Administrator, in incurring any debts, liabilities or obligations,
or in taking or omitting any other actions for or in connection with
the affairs of the Company is, and shall be conclusively deemed to be,
acting for and on behalf of the Company, and not in its own personal
capacity.
14.2 Subject to Sections 8.1 and 15.1 hereof, and except as provided in, or
for any material breach of or default of the obligations under, this
Agreement by the Administrator, neither the Administrator nor any
director, officer, employee, consultant or agent thereof (collectively
the "RESPONSIBLE PARTIES") shall be subject to any liability
whatsoever, in tort, contract or otherwise, in connection with the
business or affairs of the Company, including, without limitation, in
respect of any loss or diminution in value of any of the Company's
assets, to the Company or to any Responsible Party or to Shareholders,
or any of them, or to any other Person for anything done or permitted
to be done by any of them including, without limitation, the failure to
compel in any way any former or acting Administrator to redress any
breach of the standard of care in respect of the execution of the
duties of its office or in respect of the affairs of the Company.
Except to the extent provided in this Section 14.2, no Responsible
Party shall be subject to any personal liability for any debts,
liabilities, obligations, claims, demands, judgements, costs, charges
or expenses (including legal costs) against or with respect to the
Company arising out of anything done or permitted by any of them to be
done in respect of the execution of the duties of their office or for
or in respect of the affairs of the Company. The Company shall be
solely liable therefor and for the payment or performance thereof. The
Company shall not be liable for the acts or omissions of the
Administrator.
14.3 If, notwithstanding the provisions of this Agreement, the Administrator
or any of its directors, officers, employees, consultants or agents
shall be held personally liable as such to any other Person in respect
of any debt, liability or obligation incurred by or on behalf of the
Company, or, subject to Sections 8.1 and 15.1 hereof, any action taken
or omitted or in connection with the affairs of the Company, the
Administrator and its directors, officers, employees, consultants and
agents shall be entitled to indemnity and reimbursement to the full
extent of such liability and the costs of any litigation or other
proceedings in which such liability shall have been determined,
including without limitation, the fees and disbursements of counsel,
subject to the provisions of Article 15.
ARTICLE 15
INDEMNIFICATION OF THE ADMINISTRATOR
15.1 The Administrator and its directors, officers, employees, consultants
and agents (collectively, the "INDEMNIFIED PARTIES") shall be
indemnified and reimbursed by the Company to the fullest extent
permitted by law against all liabilities and expenses (including
judgements, fines, penalties, interest, and counsel fees and
disbursements on a solicitor and client basis) reasonably incurred in
connection with such Indemnified Party being or having been the
Administrator, or a director, officer, employee, consultant or agent
thereof, including in connection with any action, suit or proceeding to
which any Indemnified Party may hereafter be made a party by reason of
being or having been the Administrator or a director, officer,
employee, consultant or agent thereof, except for liabilities and
expenses resulting from the Indemnified Party's wilful misfeasance, bad
faith, negligence, reckless disregard of the duties or material breach
or default of the Administrator's obligations under this Agreement. No
Shareholder or other Person shall
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be personally liable to any person with respect to any claim for such
indemnity or reimbursement as aforesaid.
15.2 For purposes of the preceding paragraph, (i) "action, suit or
proceeding" shall include every action, suit or proceeding, civil,
criminal, administrative, investigative or other, (ii) the right of
indemnification conferred thereby shall extend to any threatened
action, suit or proceeding and the failure to institute it shall be
deemed its final determination, (iii) advances may be made by the
Company against costs, expenses and fees incurred in respect of the
matter or matters as to which indemnification is claimed as permitted
by applicable law or regulation. The foregoing right of indemnification
shall not be exclusive of any other rights to which the Administrator
or director, officer, employee, consultant or agent thereof may be
entitled as a matter of law or which may be lawfully granted to such
Person and the provisions of this Section 15 are severable, and if any
provisions hereof shall for any reason be determined invalid or
ineffective, the remaining provisions of this Agreement relating to
indemnification and reimbursement shall not be affected thereby.
ARTICLE 16
INDEMNIFICATION BY THE ADMINISTRATOR
16.1 The Administrator agrees to indemnify and save harmless the Company
(and each of its directors, officers, employees, consultants and
agents) from and against all liabilities and expenses (including
judgments, fines, penalties, interest amounts paid in settlement with
the consent of the Administrator and counsel fees), reasonably incurred
in connection with any action, suit or proceeding to which it may
hereafter be made a party by reason of the Administrator's wilful
misconduct, bad faith, negligence or disregard of its duties or
standard of care, diligence and skill prescribed by Section 8.1 or a
material breach or default of its obligations under this Agreement.
ARTICLE 17
MISCELLANEOUS
17.1 The headings in this Agreement are included for convenience only and in
no way define or delimit any of the provisions hereof or otherwise
affect their construction or interpretation. In this Agreement whenever
the singular form is used, the same shall include the plural as and
when required by the context. Words denoting one gender include the
other or the neuter, and words denoting the neuter denote either
gender, unless a contrary intention is to be inferred from or required
by the subject matter or context. All references to currency in this
Agreement are references to the lawful money of Canada.
17.2 Nothing in this Agreement is intended to create or shall be construed
as creating a partnership, agency, joint venture, association or trust
between the parties.
17.3 This Agreement shall be governed by the laws of the Province of Ontario
and the federal laws of Canada applicable therein and the parties
hereby agree to submit to the non-exclusive jurisdiction of the courts
of the Province of Ontario. Notwithstanding the
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foregoing, the Administrator hereby acknowledges that the Company is
subject to the 0000 Xxx.
17.4 If any provision of this Agreement shall be held or made invalid or
unenforceable, such invalidity or unenforceability shall attach only to
such provision and shall not in any manner affect or render invalid or
unenforceable any other provision of this Agreement.
17.5 The provisions of Articles 6, 7, 14, 15 and 16 shall survive
termination of this Agreement.
17.6 Any amendment or modification to this Agreement shall require the
written approval of each party hereto in order to be effective provided
that any material change in this Agreement, including without
limitation a change which would result in an increase in the
Administration Fee, requires the prior approval of Shareholders by a
Special Resolution at a duly called meeting of Shareholders.
17.7 The Administrator may assign this Agreement to any party with the
approval of the Shareholders by an Ordinary Resolution approved at a
meeting duly called for such purpose in accordance with the provisions
of the LLC Agreement, provided that any assignment of this Agreement by
the Administrator to an affiliate which is registered with the Ontario
Securities Commission as an investment counsel and portfolio manager,
shall not require Shareholder approval.
17.8 Any notice required or permitted to be given hereunder shall be in
writing and shall be properly given, if delivered personally, or by
mail or by fax or other similar form of communication addressed:
(a) to the Company at:
c/o Delaware Corporation Organizers, Inc.
0000 X. Xxxxxx Xx., 00xx Xxxxx
Xxxxxxxxxx, Xxx Xxxxxx Xxxxxx, Delaware
19801
Attention: Xxxxx Xxxxxx
Fax: (000) 000-0000
(b) to the Administrator at:
Brompton Capital Advisors Inc.
Xxxxx 0000, X.X. Xxx 000
Xxx Xxxxxxxxxx Tower
BCE Place
000 Xxx Xxxxxx
Xxxxxxx, Xxxxxxx
X0X 0X0
Attention: Chief Financial Officer
Fax: (000) 000-0000
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17.9 Any notice, direction or other instrument given as aforesaid shall be
deemed to have been effectively given, if sent by telecopier or other
similar form of telecommunications, on the next business day following
such transmission or, if delivered, to have been received on the date
of such delivery or, if mailed, to have been received seven days after
the mailing thereof excluding each day during which there exists any
general interruption in postal services due to strike, lockout or other
cause. Either party may change its address for service from time to
time by notice given in accordance with the foregoing and any
subsequent notice shall be sent to the party at its changed address.
17.10 This Agreement may be executed in two or more counterparts, each of
which when so executed shall be deemed to be an original and such
counterparts together shall constitute one and the same agreement.
17.11 In the event of any inconsistency between the provisions of this
Agreement and the provisions of the LLC Agreement whereby compliance
with the provisions of both this Agreement and the LLC Agreement is not
possible, the provisions of the LLC Agreement shall govern.
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IN WITNESS WHEREOF the parties hereto have caused this Administrative Services
Agreement to be executed as of the day and year first above written.
USA REIT FUND LLC BROMPTON CAPITAL ADVISORS INC.
By: /s/ Xxxxx X. Xxxxxxx By: /s/ Xxxxxx X.X. Xxxxxx
---------------------------------- ----------------------------------
Xxxxx X. Xxxxxxx Xxxxxx X.X. Xxxxxx
President, Chief Executive Officer President, Chief Executive Officer
By: /s/ Xxxxxx X. Xxxxxxx By: /s/ Xxxx X. Xxxxxxx
---------------------------------- ----------------------------------
Xxxxxx X. Xxxxxxx Xxxx X. Xxxxxxx
Director Chief Financial Officer, Director
