XXXXXXXXX MORTGAGE ASSET CORPORATION
AMENDMENT TO MANAGEMENT AGREEMENT
October 1, 1996
The Management Agreement between Xxxxxxxxx Mortgage Asset Corporation, a
Maryland corporation (the "Company") and Xxxxxxxxx Mortgage Advisory
Corporation, a Delaware corporation (the "Manager") is amended, effective
October 1, 1996, as follows:
RECITALS
This amendment to the Management Agreement is being effected for the
purpose of amending the management fees payable to the Manager pursuant to
Section 7(a) and (b) of the Agreement, as approved by the Board of Directors of
the Company, including all of the independent directors, on September 18, 1996.
IT IS THEREFORE AGREED AS FOLLOWS:
1. Section 7(a) of the Agreement is amended by deleting the existing
paragraph setting forth the compensation formula in its entirety and
inserting in its place the following paragraph:
1.10% of the first $300 million of Average Net Invested
Assets, plus .80% of the portion of Average Invested Net
Assets above $300 million
2. Section 7(b) of the Agreement is amended by deleting from the
second line the number "25%" and substituting in its place the number "20%"
3. The effective date of this amendment is October 1, 1996.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date written above.
XXXXXXXXX MORTGAGE ASSET CORPORATION:
a Maryland corporation (the "Company")
By: _____________________________
Its: President___________________
XXXXXXXXX MORTGAGE ADVISORY CORPORATION,
a Delaware corporation (the "Manager")
By: _____________________________
Its:_____________________________