SIXTH AMENDED AND RESTATED MANAGEMENT AGREEMENTManagement Agreement • June 25th, 2024 • Ellington Credit Co • Real estate investment trusts • New York
This SIXTH AMENDED AND RESTATED MANAGEMENT AGREEMENT is entered into as of June 25, 2024 (this “Agreement”) by and among Ellington Credit Company (f/k/a Ellington Residential Mortgage REIT), a Maryland real estate investment trust (the “Company”), for itself and on behalf of each of the Company’s current and future Subsidiaries (as defined below), and Ellington Credit Company Management LLC (f/k/a Ellington Residential Mortgage Management LLC), a Delaware limited liability company (the “Manager”). Effective July 1, 2024, this Agreement amends, restates and supersedes in all respects that certain Fifth Amended and Restated Management Agreement between the Company and the Manager dated as of March 13, 2018, as the same was amended, restated, supplemented or otherwise modified from time to time.
Risk FactorsRisk Factors • June 25th, 2024 • Ellington Credit Co • Real estate investment trusts
In addition to its Base Management Fee, our Manager is entitled to receive the Performance Fee based, in large part, upon our achievement of targeted levels of Pre-Performance Fee Net Investment Income. The Performance Fee payable to our Manager is based on our Pre-Performance Fee Net Investment Income, without considering any realized or unrealized gains or losses on our investments. As a result, (i) for quarters in which a Performance Fee is payable, such Performance Fee will exceed 17.5% of our GAAP net income if we generated net realized and unrealized losses on our investments during such quarter, (ii) our Manager could earn a Performance Fee for fiscal quarters during which we generate a GAAP net loss, and (iii) our Manager might be incentivized to manage our portfolio using higher risk assets, using assets with deferred interest features, or using more financial leverage through indebtedness, to generate more income than would be the case if there were no Performance Fee, both o
