As in other Bantu languages, adjectives in Basaá (A43: Cameroon) exhibit nominal morphology, having inherent noun classes. Surprisingly, though, when these adjectives modify nouns, both the connective particle which introduces the noun (A of N) and and other adnominal modifiers in the noun phrase (demonstratives, possessives, numerals) agree with the adjective, e.g. mí-nlangá mí dí-nuní míní/*tíní 'these black birds' (lit. blacks-4, of-4, birds-13, these-4/*these-13). We claim that this phenomenon arises because the adjective is a nominal head which takes the noun as its complement. We argue that the connective which appears in this structure is a general property of N of N constructions in Basaá, including measure expressions (e.g. 'cup of coffee'). Under such a view, higher modifiers agree with the adjective rather than the noun due to its structural proximity.