Exhibit p
USA REIT FUND LLC
Subscription Agreement
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This Agreement made this November 25, 2003 by and between USA REIT Fund
LLC, a Delaware Limited Liability Company (the "Company"), and Brompton
Management Limited, a company organized under the laws of Ontario, Canada (the
"Subscriber");
WITNESSETH:
WHEREAS, the Company has been formed for the purposes of carrying on
business as a closed-end diversified management investment company; and
WHEREAS, the Subscriber wishes to subscribe for and purchase, and the
Company wishes to sell to the Subscriber, 20,000 shares for a purchase price of
$10.00CDN per share.
NOW THEREFORE, IT IS AGREED:
1. The Subscriber subscribes for and agrees to purchase from the Fund
20,000 shares for a purchase price of $10.00CDN per share. Subscriber agrees to
make payment for these shares at such time as demand for payment may be made by
an officer of the Company.
2. The Company agrees to issue and sell said shares to Subscriber
promptly upon its receipt of the purchase price.
3. To induce the Company to accept its subscription and issue the
shares subscribed for, the Subscriber represents that it is informed as follows:
(a) That the shares being subscribed for have not been and
will not be registered under the United States Securities Act of 1933
("Securities Act");
(b) That the shares may not be offered, sold, transferred or
otherwise disposed of in the United States or to U.S. persons (other
than distributors) unless the shares are registered under the
Securities Act or an exemption therefrom is available;
(c) That the Company's reliance upon an exemption from the
registration requirements of the Securities Act is predicated in part
on the representation and agreements contained in this Subscription
Agreement;
(d) That when issued, the shares will be "restricted
securities" as defined in paragraph (a)(3) of Rule 144 of the General
Rules and Regulations under the Securities Act ("Rule 144") and cannot
be sold or transferred by Subscriber unless they are subsequently
registered under the Securities Act or unless an exemption from such
registration is available; and
(e) That there do not appear to be any exemptions from the
registration provisions of the Securities Act available to the
Subscriber for resale for the shares. In the future, certain exemptions
may possibly become available, including an exemption
for limited sales including an exemption for limited sales in
accordance with the conditions of Rule 144. Notwithstanding the above,
any offer, sale, transfer or other disposition needs to comply with the
provisions of Regulation S under the Securities Act.
(f) That execution of this Subscription Agreement constitutes
the Subscriber's consent, pursuant to Section 23(b)(2) of the
Investment Company Act of 1940, to the issuance by the Company of
common shares of beneficial interest at a price per share as set forth
in the Agency Agreement relating to the public offering of shares; and
The Subscriber understands that a primary purpose of the information
acknowledged in subparagraphs (a) through (e) above is to put it on notice as to
restrictions on the transferability of the shares.
4. To further induce the Company to accept its subscription and issue
the shares subscribed for, the Subscriber:
(a) Represents and warrants that the shares subscribed for are
being and will be acquired for investment for its own account and not
on behalf of any other person or persons and not with a view to, or for
sale in connection with, any public distribution thereof;
(b) Agrees that any certificates representing the shares
subscribed for may bear a legend substantially in the following form:
The shares represented by this certificate have been acquired
for investment and have not been registered under the United States
Securities Act of 1933 or any other U.S. federal or state securities
law. These shares may not be offered for sale, sold or otherwise
transferred unless registered under said securities laws or unless some
exemption from registration is available.
5. This Subscription Agreement and all of its provisions shall be
binding upon the legal representatives, heirs, successors and assigns of the
parties hereto. This Subscription Agreement may be signed in one or more
counterparts, each of which shall be deemed to be an original.
2
IN WITNESS WHEREOF, this Subscription Agreement has been executed by
the parties hereto as of the day and date first above written.
USA REIT FUND LLC
By:_____________________________
Its:____________________________
BROMPTON MANAGEMENT LIMITED
By:_____________________________
Its:____________________________
