APEX MORTGAGE CAPITAL, INC.
SECOND AMENDMENT TO MANAGEMENT AGREEMENT
This Second Amendment to the Management Agreement between APEX MORTGAGE
CAPITAL, INC., a Maryland corporation (the "COMPANY"), and TCW INVESTMENT
MANAGEMENT COMPANY, a California corporation (the "MANAGER") executed
December 9, 1997 is entered into as of December 16, 1999 by the Company and
the Manager pursuant to section 26 of the Management Agreement.
The Management Agreement is amended as follows:
1.4 "AVERAGE NET INVESTED CAPITAL" means the month end sum of (1) the
Company's total shareholders' equity computed in accordance with
generally accepted accounting principles plus (2) any unsecured debt
that has been approved for inclusion by the Unaffiliated Directors at
issuance plus or minus (3) an adjustment to exclude the impact of any
unrealized gains, losses or other items that do not affect realized
net income.
A new section is added:
3.3 DELEGATION. Manager may appoint an Affiliate investment adviser to
perform, on Manager's behalf, any and all of the services to be
performed by Manager hereunder. No additional compensation shall be
charged the Company for the services of the Affiliate investment
adviser.
IN WITNESS WHEREOF, the parties have executed this Second Amendment to
the Management Agreement as of the effective date.
APEX MORTGAGE CAPITAL, INC.
By: /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
Executive Vice President
TCW INVESTMENT MANAGEMENT COMPANY
By: /s/ Xxxxx X. Xxxx, Xx.
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Xxxxx X. Xxxx, Xx.
President
