General Duties of the Manager. Subject to the supervision of the Board ----------------------------- of Directors, the Manager shall provide services to the Company, and to the extent directed by the Board of Directors, shall provide similar services to any subsidiary of the Company as follows: (a) serve as the Company's consultant with respect to formulation of investment criteria and interest rate risk management by the Board of Directors; (b) advise the Company in connection with and assist in its long-term investment operations; (c) provide personnel and technical assistance to support the securitization activities of the Company by reviewing documents and assisting in the determination and negotiation of the terms and features of securities issued in connection therewith; (d) monitor and provide to the Board of Directors on an on-going basis price information and other data, obtained from certain nationally-recognized dealers who maintain markets in Mortgage Loans identified by the Board of Directors from time to time, and provide data and advice to the Board of Directors in connection with the selection and identification of such dealers. (e) provide the executive and administrative personnel, office space and services required, including, without limitation, legal services and contract review from in-house counsel, human resources, payroll and 401K and benefits administration, in rendering services to the Company; (f) monitor and provide a full time asset liability manager with the proper computer hardware and software to perform research and analysis to provide data about the Company's portfolio of Mortgage Assets and recommended hedging strategies to the Board of Directors; (g) provide Management Information Systems voice and data phone line and equipment support; (h) communicate on behalf of the Company with the holders of the equity and debt securities of the Company as required to satisfy the reporting and other requirements of any governmental bodies or agencies and maintain effective relations with such holders of the Company's securities, including hiring and retaining a public relations firm to market and promote the Company, and the reasonable costs associated therewith; (i) assist in the administration of any stock option plan of the Company by providing personnel, administrative services, data processing and other systems and controls; (j) upon request by and in accordance with the direction of the Board of Directors, invest or reinvest any money of the Company; and (k) as approved and directed by the Board of Directors, perform such other services as may be required for management and other activities relating to the assets of the Company as the Manager shall deem appropriate under the particular circumstances.
Appears in 1 contract
Sources: Management Agreement (Imperial Credit Mortgage Holdings Inc)
General Duties of the Manager. Subject to the supervision of the Board ----------------------------- of Directors, the Manager shall provide services to the Company, and to the extent directed by the Board of Directors, shall provide similar services to any subsidiary of the Company as follows:
(a) serve as the Company's ’s consultant with respect to formulation and updating of investment criteria and interest rate risk management policy guidelines for consideration by the Board of DirectorsDirectors (“Guidelines”);
(b) advise represent the Company in connection with (i) its commitments to purchase and assist in its long-term investment operations(ii) the purchase of Mortgage Assets, including the accumulation of Mortgage Loans for securitization;
(c) provide personnel furnish reports and technical assistance statistical and economic research to support the securitization Company regarding the Company’s investments and activities of and the services performed for the Company by reviewing documents and assisting in the determination and negotiation of the terms and features of securities issued in connection therewith; Manager;
(d) monitor and provide to the Board of Directors on an on-going basis price information and other data, data obtained from certain nationally-nationally recognized dealers who that maintain markets in Mortgage Loans Assets identified by the Board of Directors from time to time, and provide data and advice to the Board of Directors in connection with the selection and identification of such dealers.;
(e) provide administer the executive day-to-day operations of the Company and perform or supervise the performance of such other administrative personnel, office space functions necessary or advisable for the management of the Company as may be agreed upon by the Manager and services required, the Board of Directors including, without limitation, legal services collection of the Company’s revenues and contract review from in-house counselpayment of the Company’s expenses, human resources, payroll debts and 401K obligations and benefits administration, in rendering maintenance of appropriate computer services to the Companyprovide such administrative functions;
(f) monitor and provide a full time asset liability manager with the proper computer hardware and software to perform research and analysis to provide data about the Company's portfolio of Mortgage Assets and recommended hedging strategies to the Board of Directors;
(g) provide Management Information Systems voice and data phone line and equipment support;
(h) communicate on behalf of the Company with the holders of the equity and debt securities of the Company as required to satisfy the continuous reporting and other requirements of any governmental bodies or agencies to holders of such securities and third parties and to maintain effective relations with such holders of the Company's ’s securities;
(g) designate one or more servicers (each, including hiring a “Servicer”) for those Mortgage Loans sold to the Company by originators or sellers that have elected not to service such loans and retaining a public relations firm arrange for the monitoring and administering of such Servicers;
(h) advise the Company in connection with policy decisions to market and promote be made by the Company, and the reasonable costs associated therewithBoard of Directors;
(i) assist in the administration of any stock option plan of the Company by providing personnel, administrative services, data processing and other systems and controls;
(j) upon request by and in accordance with the direction directions of the Board of Directors, invest or reinvest any money of the Company;
(j) engage in hedging activities on behalf of the Company consistent with the Company’s qualification as a REIT and with the Guidelines;
(k) arrange for the issuance of Mortgage Securities from pools of Mortgage Loans acquired by the Company, and provide to the Company itself or through another appropriate party all services in connection with the creation of Mortgage Securities, including:
(1) serving as consultant with respect to the structuring of each class or series of Mortgage Securities;
(2) negotiating the rating requirements with rating agencies with respect to the rating of each class or series of Mortgage Securities;
(3) accumulating and reviewing all Mortgage Loans which may secure or constitute the mortgage pool for each class or series of Mortgage Securities;
(4) negotiating all agreements and credit enhancements with respect to each class or series of Mortgage Securities;
(5) issuing commitments on behalf of the Company to purchase Mortgage Loans to be used to secure or constitute the mortgage pool for each class or series of Mortgage Securities;
(6) organizing and administering activities in connection with the closing of each class or series of Mortgage Securities, including all negotiations and agreements with underwriters, trustees, servicers, master servicers and other parties; and
(k7) performing such other services as approved and directed may be required from time to time for completing the creation of each class or series of Mortgage Securities.
(l) provide to the Company itself or through another appropriate party all services in connection with the administration of each class or series of Mortgage Securities created by the Board of DirectorsCompany;
(m) provide the executive and administrative personnel, office space and services required in rendering the foregoing services to the Company;
(n) perform such other services as may be required from time to time for management and other activities relating to the assets of the Company as the Manager shall deem necessary, advisable or appropriate under the particular circumstances;
(o) cause the Company to qualify to do business in all applicable jurisdictions as may be required from time to time under applicable state and federal laws; and
(p) comply with all laws applicable to the Manager and use its best efforts to cause the Company to comply with all laws applicable to the Company.
Appears in 1 contract
General Duties of the Manager. Subject to the supervision of the Board ----------------------------- of Directors, the Manager shall provide services to the CompanyCompany and, and to the extent directed by the Board of Directors, shall provide similar services to any subsidiary of the Company as follows:
(a) serve as the Company's ’s consultant with respect to the formulation and updating of investment criteria and interest rate risk management policy guidelines for consideration by the Board of Directors (“Guidelines”);
(b) prepare strategic plans and annual budgets for review by the Board of Directors, and report changes to such plans and budgets to the Board of Directors on a quarterly basis;
(bc) advise represent the Company in connection with its acquisition, retention, servicing and, if any, origination, of investments in Mortgage Assets (including the accumulation of Mortgage Loans for securitization), and assist in its long-term investment operationsall related financing activities;
(cd) provide personnel furnish reports and technical assistance statistical and economic research to support the securitization Company regarding the Company’s investments and activities of and the services performed for the Company by reviewing documents and assisting in the determination and negotiation of the terms and features of securities issued in connection therewith; Manager;
(de) monitor and provide to the Board of Directors on an on-going basis price information and other data, data obtained from certain nationally-appropriate pricing services and nationally recognized dealers who that maintain markets in Mortgage Loans Assets identified by the Board of Directors from time to time, and provide data and advice to the Board of Directors in connection with the selection and identification of such pricing services and dealers.;
(ef) provide administer the executive day-to-day operations of the Company and perform or supervise the performance of such other administrative personnel, office space functions necessary or advisable for the management of the Company as may be agreed upon by the Manager and services required, the Board of Directors including, without limitation, legal services collection of the Company’s revenues and contract review from in-house counselpayment of the Company’s expenses, human resources, payroll debts and 401K obligations and benefits administration, in rendering maintenance of appropriate computer services to the Company;
(f) monitor and provide a full time asset liability manager with the proper computer hardware and software to perform research and analysis to provide data about the Company's portfolio of Mortgage Assets and recommended hedging strategies to the Board of Directorssuch administrative functions;
(g) provide Management Information Systems voice and data phone line and equipment support;
(h) communicate on behalf of the Company with the holders of the equity and debt Company’s securities of the Company as required to satisfy the continuous reporting and other requirements of any governmental bodies or agencies to holders of such securities and third parties and to maintain effective relations with such holders of the Company's ’s securities, including hiring ;
(h) designate a servicer for those Mortgage Loans sold to the Company by originators or sellers that have elected not to service such loans and retaining a public relations firm to market and promote for those Mortgage Loans originated by the Company, if any, and arrange for the reasonable costs associated therewithmonitoring and administering of any such servicer;
(i) assist in monitor, supervise and report on delinquent loan activity affecting the administration of any stock option plan of the Company by providing personnel, administrative services, data processing and other systems and controlsCompany;
(j) counsel the Company in connection with policy and strategic decisions to be made by the Board of Directors;
(k) upon request by and in accordance with the direction directions of the Board of Directors, invest or reinvest any money funds of the Company;
(l) represent the Company in connection with its hedging activities consistent with the Company’s Guidelines, including those policies regarding management of interest rate risk, and the Company’s qualification as a REIT;
(m) represent the Company in connection with its securitizations for the issuance of Mortgage Securities from pools of Mortgage Loans acquired by the Company, and provide to the Company itself or through another appropriate party all services in connection with the creation of Mortgage Securities, including:
(1) serving as consultant with respect to the structuring of each class or series of Mortgage Securities;
(2) negotiating the rating requirements with rating agencies with respect to the rating of each class or series of Mortgage Securities;
(3) accumulating and reviewing all Mortgage Loans which may secure or constitute the mortgage pool for each class or series of Mortgage Securities;
(4) negotiating all agreements and credit enhancements with respect to each class or series of Mortgage Securities;
(5) issuing commitments on behalf of the Company to originate or purchase Mortgage Loans to be used to secure or constitute the mortgage pool for each class or series of Mortgage Securities;
(6) organizing and administering all activities in connection with the closing of each class or series of Mortgage Securities, including all negotiations and agreements with underwriters, trustees, servicers, master servicers and other parties; and
(k7) performing such other services as approved and directed may be required from time to time for completing the creation of each class or series of Mortgage Securities.
(n) provide to the Company itself or through another appropriate party all services in connection with the administration of each class or series of Mortgage Securities created by the Board Company;
(o) provide to the Company documentation and certifications in the form requested by the Company with respect to functions performed by the Manager relating to financial reporting and disclosure controls and procedures, upon which the Company can rely in the preparation, certification and/or filing of Directorsany reports as required by law or regulation, including federal securities laws and regulations;
(p) provide the executive and administrative personnel, office space, equipment and services required in rendering the foregoing services to the Company;
(q) perform such other services as may be required from time to time for management and other activities relating to the assets or operations of the Company as the Manager shall deem necessary, advisable or appropriate under the particular circumstances;
(r) cause the Company to qualify to do business in all applicable jurisdictions as may be required from time to time under applicable state and federal laws; and
(s) comply with all laws and regulations applicable to the Manager and use its best efforts to cause the Company to comply with all laws and regulations applicable to the Company.
Appears in 1 contract
Sources: Management Agreement (Belvedere Trust Mortgage CORP)
General Duties of the Manager. 2.1 Services to be Provided by the Manager. Subject to the supervision directio -------------------------------------- and oversight of the Board ----------------------------- of DirectorsDirectors and in accordance with the Governing Instruments, the Manager shall implement the Company's business strategies on a day-to-day basis, manage and provide services to the Company, and to the extent directed by the Board of Directors, shall provide similar services to any subsidiary of the Company. Without limiting the foregoing, the Manager shall perform other services as may be required from time to time for management and other activities relating to the assets of the Company as followsthe Board of Directors shall reasonably request or the Manager shall deem appropriate under the particular circumstances, including the following:
(a) serve 2.1.1 serving as the Company's consultant with respect to formulation of investment criteria and criteria, interest rate risk management and preparation of policy guidelines by the Board of Directors;
(b) advise 2.1.2 advising the Company in developing criteria for Mortgage Asset purchase commitments that are tailored to the Company's long-term investment objectives, and making available to the Company its knowledge and experience with respect to Mortgage Assets;
2.1.3 representing the Company in connection with the purchase and assist in commitment to purchase Mortgage Assets meeting the Company's investment criteria and the maintenance and administration of its long-term investment operationsportfolio of Mortgage Assets;
(c) 2.1.4 advising and negotiating with respect to the Company's agreements with third-party lenders to provide personnel borrowings to the Company;
2.1.5 furnishing reports and technical assistance statistical and economic analysis to support the securitization Company regarding the Company's activities of and the services performed for the Company by reviewing documents the Manager;
2.1.6 monitoring and assisting in the determination and negotiation of the terms and features of securities issued in connection therewith; (d) monitor and provide providing to the Board of Directors on an on-going ongoing basis price information and other data, obtained from certain nationally-nationally recognized dealers who that maintain markets in Mortgage Loans Assets identified by the Board of Directors from time to time, and provide providing data and advice to the Board of Directors in connection with the selection and identification of such dealers.;
(e) provide 2.1.7 investing or reinvesting any money of the Company in accordance with policies and procedures established from time to time by the Board of Directors;
2.1.8 providing the executive and administrative personnel, office space and services required, including, without limitation, legal services and contract review from in-house counsel, human resources, payroll and 401K and benefits administration, required in rendering services to the Company; administering the day-to-day operations of the Company; and performing and supervising the performance of such other administrative functions necessary in the management of the Company, which will include contracting with third parties, which will include PIA and its Affiliates, to provide various services, including facilities and costs associated therewith, technology, management information systems and other similar operations or administrative services;
(f) monitor 2.1.9 overseeing the day-to-day operations of the Company and provide a full time asset liability manager with performing and supervising the proper computer hardware performance of such other administrative functions necessary in the management of the Company as may be agreed upon by the Manager and software to perform research the Board of Directors, including the collection of revenues and analysis to provide data about payment of the Company's portfolio of Mortgage Assets debts and recommended hedging strategies to obligations;
2.1.10 counseling the Company in connection with policy decisions made by the Board of Directors;
(g) provide Management Information Systems voice and data phone line and equipment support;
(h) communicate 2.1.11 communicating on behalf of the Company with the holders of the equity and debt securities of the Company as required to satisfy the reporting and other requirements of any governmental bodies or agencies and to maintain effective relations with such holders of the Company's securities, including hiring and retaining a public relations firm to market and promote the Company, and the reasonable costs associated therewithholders;
(i) assist in the administration of any stock option plan of the Company by providing personnel, administrative services, data processing 2.1.12 evaluating and other systems and controls;
(j) upon request by and in accordance with the direction of advising the Board of DirectorsDirectors with respect to hedging strategies and, invest or reinvest any money of the Company; and
(k) as approved and directed upon approval by the Board of Directors, perform such other services engaging in hedging activities on behalf of the Company, consistent with the Company's status as may be required a REIT;
2.1.13 advising, negotiating and overseeing the servicing and securitization of Mortgage Loans and the issuance of Mortgage Securities from pools of Mortgage Loans;
2.1.14 counseling the Company regarding the maintenance of its exemption from the Investment Company Act and monitoring compliance with the requirements for management maintaining exemption from that Act;
2.1.15 counseling the Company regarding the maintenance of its status as a REIT and monitoring compliance with the various REIT qualification tests and other activities relating to rules set forth in the assets of Code and the income tax regulations promulgated thereunder; and
2.1.16 qualifying and causing the Company as the Manager shall deem appropriate under the particular circumstances.to qualify to do business in all applicable jurisdictions;
Appears in 1 contract
General Duties of the Manager. 2.1 Services to be Provided by the Manager. Subject to the supervision direction and -------------------------------------- oversight of the Board ----------------------------- of DirectorsDirectors and in accordance with the Governing Instruments, the Manager shall manage and provide services to the Company, and to the extent directed by the Board of Directors, shall provide similar services to any subsidiary of the Company. Without limiting the foregoing, the Manager shall perform other services as may be required from time to time for management and other activities relating to the assets of the Company as followsthe Board of Directors shall reasonably request or the Manager shall deem appropriate under the particular circumstances, including the following:
(a) serve 2.1.1 serving as the Company's consultant with respect to formulation of investment criteria and interest rate risk management preparation of policy guidelines by the Board of Directors;
(b) advise 2.1.2 assisting the Company in developing criteria for Mortgage Asset purchase commitments that are specifically tailored to the Company's long- term investment objectives and making available to the Company its knowledge and experience with respect to Mortgage Assets;
2.1.3 representing the Company in connection with the purchase and assist in its long-term investment operationscommitment to purchase or sell Mortgage Assets, including the accumulation of Mortgage Loans for securitization and the incurrence of debt;
(c) provide personnel 2.1.4 arranging for the issuance of Mortgage Securities from a pool of Mortgage Loans;
2.1.5 furnishing reports and technical assistance statistical and economic research to support the securitization Company regarding the Company's activities of and the services performed for the Company by reviewing documents the Manager;
2.1.6 monitoring and assisting in the determination and negotiation of the terms and features of securities issued in connection therewith; (d) monitor and provide providing to the Board of Directors on an on-going ongoing basis price information and other data, obtained from certain nationally-nationally recognized dealers who that maintain markets in Mortgage Loans Assets identified by the Board of Directors from time to time, and provide providing data and advice to the Board of Directors in connection with the selection and identification of such dealers.;
(e) provide 2.1.7 investing or reinvesting any money of the Company in accordance with its policies and procedures;
2.1.8 providing the executive and administrative personnel, office space and services required, including, without limitation, legal services and contract review from in-house counsel, human resources, payroll and 401K and benefits administration, required in rendering services to the Company;
(f) monitor 2.1.9 administering the day-to-day operations of the Company and provide a full time asset liability manager with performing and supervising the proper computer hardware performance of such other administrative functions necessary in the management of the Company as may be agreed upon by the Manager and software to perform research the Board of Directors, including the collection of revenues and analysis to provide data about the payment of the Company's portfolio debts and obligations and maintenance of Mortgage Assets appropriate computer systems to perform such administrative functions;
2.1.10 providing the Company with general data processing, legal and recommended hedging strategies administrative services to the extent required to implement the business strategy of the Company;
2.1.11 counseling the Company in connection with policy decisions made by the Board of Directors;
(g) provide Management Information Systems voice and data phone line and equipment support;
(h) communicate 2.1.12 communicating on behalf of the Company with the holders of the equity and debt securities of the Company as required to satisfy the reporting and other requirements of any governmental bodies or agencies and to maintain effective relations with such holders of the Company's securities, including hiring and retaining a public relations firm to market and promote the Company, and the reasonable costs associated therewithholders;
(i) assist in the administration of any stock option plan of the Company by providing personnel, administrative services, data processing 2.1.13 evaluating and other systems and controls;
(j) upon request by and in accordance with the direction of recommending hedging strategies to the Board of DirectorsDirectors and, invest or reinvest any money of the Company; and
(k) as approved and directed upon approval by the Board of Directors, perform such other services as may be required for management and other engaging in hedging activities relating to the assets on behalf of the Company, consistent with the Company's status as a REIT;
2.1.14 supervising compliance with the REIT Provisions of the Code and maintenance of an exemption from the Investment Company as Act;
2.1.15 qualifying and causing the Manager shall deem appropriate under the particular circumstances.Company to qualify to do business in all applicable jurisdictions;
Appears in 1 contract
General Duties of the Manager. Subject to the supervision of the Board ----------------------------- of Directors, the Manager shall provide services to the CompanyCompany and, and to the extent directed by the Board of Directors, shall provide similar services to any subsidiary of the Company as follows:
(a) serve as the Company's consultant with respect to the formulation and updating of investment criteria and interest rate risk management policy guidelines for consideration by the Board of Directors ("Guidelines");
(b) prepare strategic plans and annual budgets for review by the Board of Directors, and report changes to such plans and budgets to the Board of Directors on a quarterly basis;
(bc) advise represent the Company in connection with its origination, acquisition, retention and assist servicing of investments in its long-term investment operationsMortgage Assets (including the accumulation of Mortgage Loans for securitization), and all related financing activities;
(cd) provide personnel furnish reports and technical assistance statistical and economic research to support the securitization Company regarding the Company's investments and activities of and the services performed for the Company by reviewing documents and assisting in the determination and negotiation of the terms and features of securities issued in connection therewith; Manager;
(de) monitor and provide to the Board of Directors on an on-going basis price information and other data, data obtained from certain nationally-appropriate pricing services and nationally recognized dealers who that maintain markets in Mortgage Loans Assets identified by the Board of Directors from time to time, and provide data and advice to the Board of Directors in connection with the selection and identification of such pricing services and dealers.;
(ef) provide administer the executive day-to-day operations of the Company and perform or supervise the performance of such other administrative personnel, office space functions necessary or advisable for the management of the Company as may be agreed upon by the Manager and services required, the Board of Directors including, without limitation, legal services and contract review from in-house counsel, human resources, payroll and 401K and benefits administration, in rendering services to the Company;
(f) monitor and provide a full time asset liability manager with the proper computer hardware and software to perform research and analysis to provide data about collection of the Company's portfolio revenues and payment of Mortgage Assets the Company's expenses, debts and recommended hedging strategies obligations and maintenance of appropriate computer services to the Board of Directorsprovide such administrative functions;
(g) provide Management Information Systems voice and data phone line and equipment support;
(h) communicate on behalf of the Company with the holders of the equity and debt Company's securities of the Company as required to satisfy the continuous reporting and other requirements of any governmental bodies or agencies to holders of such securities and third parties and to maintain effective relations with such holders of the Company's securities, including hiring ;
(h) designate a servicer for those Mortgage Loans sold to the Company by originators or sellers that have elected not to service such loans and retaining a public relations firm to market and promote for those Mortgage Loans originated by the Company, and arrange for the reasonable costs associated therewithmonitoring and administering of any such servicer;
(i) assist in monitor, supervise and report on delinquent loan activity affecting the administration Company, including making decisions as to troubled debt restructuring, loan work-out agreements and ultimate disposition of any stock option plan real estate acquired as a result of the Company by providing personnel, administrative services, data processing and other systems and controlsforeclosures;
(j) counsel the Company in connection with policy and strategic decisions to be made by the Board of Directors;
(k) upon request by and in accordance with the direction directions of the Board of Directors, invest or reinvest any money funds of the Company;
(l) represent the Company in connection with its hedging activities consistent with the Company's Guidelines, including those policies regarding management of interest rate risk, and the Company's qualification as a REIT;
(m) represent the Company in connection with its securitizations for the issuance of Mortgage Securities from pools of Mortgage Loans acquired by the Company, and provide to the Company itself or through another appropriate party all services in connection with the creation of Mortgage Securities, including:
(1) serving as consultant with respect to the structuring of each class or series of Mortgage Securities;
(2) negotiating the rating requirements with rating agencies with respect to the rating of each class or series of Mortgage Securities;
(3) accumulating and reviewing all Mortgage Loans which may secure or constitute the mortgage pool for each class or series of Mortgage Securities;
(4) negotiating all agreements and credit enhancements with respect to each class or series of Mortgage Securities;
(5) issuing commitments on behalf of the Company to originate or purchase Mortgage Loans to be used to secure or constitute the mortgage pool for each class or series of Mortgage Securities;
(6) organizing and administering all activities in connection with the closing of each class or series of Mortgage Securities, including all negotiations and agreements with underwriters, trustees, servicers, master servicers and other parties; and
(k7) performing such other services as approved and directed may be required from time to time for completing the creation of each class or series of Mortgage Securities.
(n) provide to the Company itself or through another appropriate party all services in connection with the administration of each class or series of Mortgage Securities created by the Board Company;
(o) provide to the Company documentation and certifications in the form requested by the Company with respect to functions performed by the Manager relating to financial reporting and disclosure controls and procedures, upon which the Company can rely in the preparation, certification and/or filing of Directorsany reports as required by law or regulation, including federal securities laws and regulations,
(p) provide the executive and administrative personnel, office space, equipment and services required in rendering the foregoing services to the Company;
(q) perform such other services as may be required from time to time for management and other activities relating to the assets or operations of the Company as the Manager shall deem necessary, advisable or appropriate under the particular circumstances;
(r) cause the Company to qualify to do business in all applicable jurisdictions as may be required from time to time under applicable state and federal laws; and
(s) comply with all laws and regulations applicable to the Manager and use its best efforts to cause the Company to comply with all laws and regulations applicable to the Company.
Appears in 1 contract
General Duties of the Manager. Subject to the supervision of the Board ----------------------------- of Directors, the Manager shall provide services to the Company, Company and will be responsible for the day-to-day operations of the Company and will perform (or cause to be performed) such services and activities relating to the extent directed by the Board of Directors, shall provide similar services to any subsidiary assets and operations of the Company as followsmay be appropriate, including, among other things:
(a) serve serving as the Company's consultant with respect to formulation of investment criteria and interest rate risk management by the Board of Directors;
(b) advise advising the Company in connection with the purchase and assist in commitment to purchase Mortgage Assets, the sale and commitment to sell Mortgage Assets, and the maintenance and administration of its long-term investment operationsportfolio of Mortgage Assets;
(c) provide personnel and technical assistance to support arranging for the securitization of Mortgage Loans;
(d) furnishing reports and statistical and economic research to the Company regarding the Company's activities of and the services performed for the Company by reviewing documents the Manager;
(e) monitoring and assisting in the determination and negotiation of the terms and features of securities issued in connection therewith; (d) monitor and provide providing to the Board of Directors on an on-going ongoing basis price information and other data, data obtained from certain nationally-nationally recognized dealers who that maintain markets in Mortgage Loans assets identified by the Board of Directors from time to timeDirectors, and provide providing data and advice to the Board of Directors in connection with the selection and identification of such dealers.;
(ef) provide the providing executive and administrative personnel, office space and office services required, including, without limitation, legal services and contract review from in-house counsel, human resources, payroll and 401K and benefits administration, required in rendering services to the Company;
(fg) monitor administering the day-to-day operations of the Company and provide a full time asset liability manager with performing and supervising the proper computer hardware performance of such other administrative functions necessary to the management of the Company as may be agreed upon by the Manager and software to perform research and analysis to provide data about the Directors, including collection of the Company's portfolio revenues and payment of Mortgage Assets the Company's debts and recommended hedging strategies obligations and maintenance of appropriate computer systems to the Board of Directors;
(g) provide Management Information Systems voice and data phone line and equipment supportperform such administrative functions;
(h) communicate communicating on behalf of the Company with the holders of the any equity and or debt securities of the Company as required to satisfy the reporting and other requirements of any governmental bodies or agencies or trading markets and to maintain effective relations with such holders of the Company's securities, including hiring and retaining a public relations firm to market and promote the Company, and the reasonable costs associated therewithholders;
(i) assist in to the administration of any stock option plan of extent not otherwise subject to an agreement executed by the Company, designating a servicer for Mortgage Loans purchased by the Company by providing personneland arranging for the monitoring and administering of such servicer, administrative servicesincluding negotiating servicing agreements, data processing collecting information and other systems submitting reports pertaining to the Mortgage Loans and controlsto monies remitted to the Manager or the Company;
(j) counseling the Directors in connection with policy decisions;
(k) engaging in hedging activities on behalf of the Company, consistent with the Company's status as a REIT;
(l) arranging financing of the type described in the Prospectus under the caption "BUSINESS--Operating Policies and Strategies--Capital and Leverage Policies;"
(m) supervising compliance with the REIT Provisions of the Code and Investment Company Act requirements;
(n) upon request by by, and in accordance with the direction of directions of, the Board of Directors, invest investing or reinvest reinvesting any money monies of the Company;
(o) qualifying and causing the Company to qualify to do business in all applicable jurisdictions; and
(kp) as approved and directed by the Board of Directors, perform such other services as may be required for management and other activities relating to the assets of causing the Company as the Manager shall deem to retain qualified accountants and tax experts to assist in developing appropriate under the particular circumstancesaccounting procedures and testing systems and to conduct quarterly compliance reviews.
Appears in 1 contract
Sources: Management Agreement (Laser Mortgage Management Inc)
General Duties of the Manager. The Manager shall use its reasonable best efforts to present to the Company suitable acquisition opportunities consistent with the investment policies and objectives of the Company. Subject to the supervision and review of the Company’s Board ----------------------------- of Directors (the “Directors”), the Manager shall provide be responsible for the day-to-day operations of the Company and will perform (or cause to be performed) such services and activities relating to the Company, assets and to the extent directed by the Board of Directors, shall provide similar services to any subsidiary operations of the Company as followsmay be appropriate, including, without limitation:
(a) serve assist the Company in reviewing guidelines and other parameters for the acquisition of assets, financing activities and operations, any modification to which shall be approved by a majority of the independent Directors who are not officers, personnel or employees of the Manager or any person directly or indirectly controlling or controlled by the Manager, and who are otherwise “independent” under the rules of any national securities exchange on which the Company’s common stock is listed (the “Independent Directors”) (such guidelines as initially approved and attached hereto as Exhibit A, as the Company's consultant same may be modified with respect to formulation of investment criteria such approval, the “Guidelines”), and interest rate risk management other policies for approval by the Board of Directors;
(b) advise investigate, analyze and select possible acquisition opportunities and acquire, finance, retain, sell, manage, restructure or dispose of assets and leases consistent with the Guidelines;
(c) coordinate and manage operations of any co-investment interests or joint ventures held by the Company and conduct all matters with the co-investment partners or joint venture;
(d) evaluate and recommend to the Directors any hedging strategies and engage in any approved hedging activities on behalf of the Company, consistent with such strategies (as modified from time to time), with the Company’s qualification as a REIT, and with the Guidelines;
(e) counsel the Company regarding the maintenance of its qualification as a REIT and monitor compliance with the various REIT qualification tests and other rules set out in the Code and treasury regulations thereunder and use commercially reasonable efforts to cause the Company to qualify for taxation as a REIT;
(f) investigate, evaluate, and negotiate the prosecution and negotiation of any claims of the Company in connection with and assist in its long-term investment operations;
(c) provide personnel and technical assistance to support the securitization activities of the Company by reviewing documents and assisting in the determination and negotiation of the terms and features of securities issued in connection therewith; (d) monitor and provide to the Board of Directors on an on-going basis price information and other data, obtained from certain nationally-recognized dealers who maintain markets in Mortgage Loans identified by the Board of Directors from time to time, and provide data and advice to the Board of Directors in connection with the selection and identification of such dealers.
(e) provide the executive and administrative personnel, office space and services required, including, without limitation, legal services and contract review from in-house counsel, human resources, payroll and 401K and benefits administration, in rendering services to the Company;
(f) monitor and provide a full time asset liability manager with the proper computer hardware and software to perform research and analysis to provide data about the Company's portfolio of Mortgage Assets and recommended hedging strategies to the Board of Directorsinvestments;
(g) provide Management Information Systems voice clerical and data phone line administrative services and equipment supportadminister bookkeeping and accounting functions as are required for the management and operation of the Company, contract for audits and prepare or cause to be prepared such reports and filings as may be required by any governmental authority in connection with the ordinary conduct of the Company’s business, and otherwise advise and assist the Company with its compliance with applicable legal and regulatory requirements, including without limitation, periodic reports, returns or statements required under the Securities Exchange Act of 1934, as amended, the securities laws and regulations referred to as (and resulting from) ▇▇▇▇▇▇▇▇-▇▇▇▇▇, the Code, the securities and tax statutes of any jurisdiction in which the Company is obligated to file such reports, or the rules and regulations promulgated under any of the foregoing;
(h) communicate on behalf advise and assist in the preparation and filing of all offering documents (public and private), and all registration statements, prospectuses or other documents filed with the Securities and Exchange Commission (the “SEC”) or any state (it being understood that the Company with shall be responsible for the holders of the equity and debt securities of the Company as required to satisfy the reporting and other requirements content of any governmental bodies or agencies and maintain effective relations with such holders all of the Company's securities, its offering documents and SEC filings (including hiring and retaining a public relations firm without limitation those filings referred to market and promote the Company, and the reasonable costs associated therewithin Section 2(i) hereof));
(i) assist in the administration of any stock option plan retain counsel, consultants and other third party professionals on behalf of the Company by providing personnelCompany, administrative services, data processing and other systems and controlsafter obtaining the approval of a majority of the Independent Directors as to primary outside counsel for the Company;
(j) upon request by provide internal audit services as hereinafter provided;
(k) advise and in accordance assist with the direction of Company’s risk management and oversight function;
(l) to the Board of Directorsextent not covered above, invest or reinvest any money advise and assist the Company in the review and negotiation of the Company’s contracts and agreements, coordination and supervision of all third party legal services, and oversight of processing of claims by or against the Company;
(m) advise and assist the Company with respect to the Company’s public relations, preparation of marketing materials, internet website and investor relations services;
(n) provide office space, office equipment and the use of accounting or computing equipment when required;
(o) provide personnel necessary for the performance of the foregoing services; and
(kp) as approved and directed by the Board of Directors, perform such other services duties and responsibilities as may be required for management requested by the Directors. In performing its duties under this Agreement, the Manager will be entitled to rely in good faith on qualified experts, professionals and other activities relating to the assets agents (including on accountants, appraisers, consultants, legal counsel and other professional advisors). The Manager shall be responsible for paying its personnel and support services and facilities out of its own funds, unless otherwise approved by a majority vote of the Company Independent Directors. Notwithstanding the foregoing, fees, costs and expenses of any third party that is not an affiliate of the Manager and is retained as permitted hereunder are to be paid by the Company. Any such fees, cost or expenses of any third party that is not an affiliate of the Manager that may be paid by the Manager shall be reimbursed to the Manager by the Company promptly following submission to the Company of a statement of any such fees, costs or expenses by the Manager. The Manager is authorized to conduct or cause others to conduct relations with underwriters, placement agents, banks, insurers, accountants, pricing agents, and other persons as may be deemed necessary or desirable to perform the duties noted above. To the extent requested by the Company, the Manager shall (i) oversee the performance and fees of the Company’s service providers and make such reports and recommendations to the Directors concerning such matters as the parties deem appropriate under desirable; (ii) respond to inquiries and otherwise assist such service providers in the particular circumstancespreparation and filing of regulatory reports, proxy statements, shareholder communications and the preparation of Directors materials and reports; (iii) establish and oversee the implementation of borrowing facilities or other forms of leverage authorized by the Directors; and (iv) supervise any other aspect of the Company’s administration as may be agreed upon by the Company and the Manager. In performing its services hereunder, the Manager shall adhere to, and shall require its officers and employees in the course of providing such services to adhere to, the Company’s Code of Ethics and such other Company policies as may be in effect from time to time.
Appears in 1 contract
Sources: Management Agreement (CorEnergy Infrastructure Trust, Inc.)
General Duties of the Manager. Subject to the supervision of the Board ----------------------------- of Directors, the Manager shall provide services to the CompanyCompany and, and to the extent directed by the Board of Directors, shall provide similar services to any subsidiary of the Company as follows:
(a) serve as the Company's ’s consultant with respect to the formulation and updating of investment criteria and interest rate risk management policy guidelines for consideration by the Board of Directors (“Guidelines”);
(b) prepare strategic plans and annual budgets for review by the Board of Directors, and report changes to such plans and budgets to the Board of Directors on a quarterly basis;
(bc) advise represent the Company in connection with its origination, acquisition, retention and assist servicing of investments in its long-term investment operationsMortgage Assets (including the accumulation of Mortgage Loans for securitization), and all related financing activities;
(cd) provide personnel furnish reports and technical assistance statistical and economic research to support the securitization Company regarding the Company’s investments and activities of and the services performed for the Company by reviewing documents and assisting in the determination and negotiation of the terms and features of securities issued in connection therewith; Manager;
(de) monitor and provide to the Board of Directors on an on-going basis price information and other data, data obtained from certain nationally-appropriate pricing services and nationally recognized dealers who that maintain markets in Mortgage Loans Assets identified by the Board of Directors from time to time, and provide data and advice to the Board of Directors in connection with the selection and identification of such pricing services and dealers.;
(ef) provide administer the executive day-to-day operations of the Company and perform or supervise the performance of such other administrative personnel, office space functions necessary or advisable for the management of the Company as may be agreed upon by the Manager and services required, the Board of Directors including, without limitation, legal services collection of the Company’s revenues and contract review from in-house counselpayment of the Company’s expenses, human resources, payroll debts and 401K obligations and benefits administration, in rendering maintenance of appropriate computer services to the Company;
(f) monitor and provide a full time asset liability manager with the proper computer hardware and software to perform research and analysis to provide data about the Company's portfolio of Mortgage Assets and recommended hedging strategies to the Board of Directorssuch administrative functions;
(g) provide Management Information Systems voice and data phone line and equipment support;
(h) communicate on behalf of the Company with the holders of the equity and debt Company’s securities of the Company as required to satisfy the continuous reporting and other requirements of any governmental bodies or agencies to holders of such securities and third parties and to maintain effective relations with such holders of the Company's ’s securities, including hiring ;
(h) designate a servicer for those Mortgage Loans sold to the Company by originators or sellers that have elected not to service such loans and retaining a public relations firm to market and promote for those Mortgage Loans originated by the Company, and arrange for the reasonable costs associated therewithmonitoring and administering of any such servicer;
(i) assist in monitor, supervise and report on delinquent loan activity affecting the administration Company, including making decisions as to troubled debt restructuring, loan work-out agreements and ultimate disposition of any stock option plan real estate acquired as a result of the Company by providing personnel, administrative services, data processing and other systems and controlsforeclosures;
(j) counsel the Company in connection with policy and strategic decisions to be made by the Board of Directors;
(k) upon request by and in accordance with the direction directions of the Board of Directors, invest or reinvest any money funds of the Company;
(l) represent the Company in connection with its hedging activities consistent with the Company’s Guidelines, including those policies regarding management of interest rate risk, and the Company’s qualification as a REIT;
(m) represent the Company in connection with its securitizations for the issuance of Mortgage Securities from pools of Mortgage Loans acquired by the Company, and provide to the Company itself or through another appropriate party all services in connection with the creation of Mortgage Securities, including:
(1) serving as consultant with respect to the structuring of each class or series of Mortgage Securities;
(2) negotiating the rating requirements with rating agencies with respect to the rating of each class or series of Mortgage Securities;
(3) accumulating and reviewing all Mortgage Loans which may secure or constitute the mortgage pool for each class or series of Mortgage Securities;
(4) negotiating all agreements and credit enhancements with respect to each class or series of Mortgage Securities;
(5) issuing commitments on behalf of the Company to originate or purchase Mortgage Loans to be used to secure or constitute the mortgage pool for each class or series of Mortgage Securities;
(6) organizing and administering all activities in connection with the closing of each class or series of Mortgage Securities, including all negotiations and agreements with underwriters, trustees, servicers, master servicers and other parties; and
(k7) performing such other services as approved may be required from time to time for completing the creation of each class or series of Mortgage Securities.
(n) provide to the Company itself or through another appropriate party all services in connection with the administration of each class or series of Mortgage Securities created by the Company;
(o) provide to the Company documentation and directed certifications in the form requested by the Company with respect to functions performed by the Manager relating to financial reporting and disclosure controls and procedures, upon which the Company can rely in the preparation, certification and/or filing of any reports as required by law or regulation, including federal securities laws and regulations, and to provide copies of any such documents or certificates to the Board of Directors, if so requested;
(p) provide the executive and administrative personnel, office space, equipment and services required in rendering the foregoing services to the Company, excluding space for ▇▇▇▇▇▇▇▇▇ Mortgage Home Loans, Inc.;
(q) perform such other services as may be required from time to time for management and other activities relating to the assets or operations of the Company as the Manager shall deem necessary, advisable or appropriate under the particular circumstances;
(r) cause the Company to qualify to do business in all applicable jurisdictions as may be required from time to time under applicable state and federal laws;
(s) comply with all laws and regulations applicable to the Manager and use its best efforts to cause the Company to comply with all laws and regulations applicable to the Company; and
(t) counsel the Board of Directors and the Company regarding the maintenance of the Company’s exemption from the Investment Company Act and monitoring compliance with the requirements for maintaining an exemption from that Act.
Appears in 1 contract
General Duties of the Manager. Subject The Manager shall use its reasonable best efforts to present to the Company suitable acquisition opportunities consistent with the investment policies and objectives of the Company. Except as specifically provided in Section 1(a) and subject to the supervision and review of the Company’s Board ----------------------------- of Directors (the “Directors”), the Manager shall provide be responsible for the day-to-day operations of the Company and will perform (or cause to be performed) such services and activities relating to the Company, assets and to the extent directed by the Board of Directors, shall provide similar services to any subsidiary operations of the Company as followsmay be appropriate, including, without limitation:
(a) serve assist the Company in reviewing guidelines and other parameters for the acquisition of assets, financing activities and operations, any modification to which shall be approved by a majority of the independent Directors who are not officers, personnel or employees of the Manager or any person directly or indirectly controlling or controlled by the Manager, and who are otherwise “independent” under the rules of any national securities exchange on which the Company’s common stock is listed (the “Independent Directors”) (such guidelines as initially approved and attached hereto as Exhibit A, as the Company's consultant same may be modified with respect to formulation of investment criteria such approval, the “Guidelines”), and interest rate risk management other policies for approval by the Board of Directors;
(b) advise investigate, analyze and select possible acquisition opportunities and acquire, finance, retain, sell, manage, restructure or dispose of assets and leases consistent with the Guidelines;
(c) coordinate and manage operations of any co-investment interests or joint ventures held by the Company and conduct all matters with the co-investment partners or joint venture;
(d) evaluate and recommend to the Directors any hedging strategies and engage in any approved hedging activities on behalf of the Company, consistent with such strategies (as modified from time to time), with the Company’s qualification as a REIT, and with the Guidelines;
(e) counsel the Company regarding the maintenance of its qualification as a REIT and monitor compliance with the various REIT qualification tests and other rules set out in the Code and treasury regulations thereunder and use commercially reasonable efforts to cause the Company to qualify for taxation as a REIT;
(f) counsel the Company regarding the maintenance of its exemption from the status of an investment company required to register under the Investment Company Act of 1940, as amended (the “1940 Act”), monitor compliance with the requirements for maintaining such exemption, and use commercially reasonable efforts to cause the Company to maintain such exemption from such status;
(g) investigate, evaluate, and negotiate the prosecution and negotiation of any claims of the Company in connection with and assist in its long-term investment operationsinvestments;
(ch) provide personnel clerical and technical assistance to support administrative services and administer bookkeeping and accounting functions as are required for the securitization activities management and operation of the Company Company, contract for audits and prepare or cause to be prepared such reports and filings as may be required by reviewing documents and assisting in the determination and negotiation of the terms and features of securities issued in connection therewith; (d) monitor and provide to the Board of Directors on an on-going basis price information and other data, obtained from certain nationally-recognized dealers who maintain markets in Mortgage Loans identified by the Board of Directors from time to time, and provide data and advice to the Board of Directors any governmental authority in connection with the selection ordinary conduct of the Company’s business, and identification of such dealers.
(e) provide otherwise advise and assist the executive Company with its compliance with applicable legal and administrative personnelregulatory requirements, office space and services required, including, including without limitation, legal services periodic reports, returns or statements required under the Securities Exchange Act of 1934, as amended, the securities laws and contract review from inregulations referred to as (and resulting from) ▇▇▇▇▇▇▇▇-house ▇▇▇▇▇, the Code, the securities and tax statutes of any jurisdiction in which the Company is obligated to file such reports, or the rules and regulations promulgated under any of the foregoing;
(i) advise and assist in the preparation and filing of all offering documents (public and private), and all registration statements, prospectuses or other documents filed with the Securities and Exchange Commission (the “SEC”) or any state (it being understood that the Company shall be responsible for the content of any and all of its offering documents and SEC filings (including without limitation those filings referred to in Section 2(i) hereof);
(j) retain counsel, human resourcesconsultants and other third party professionals on behalf of the Company, payroll and 401K and benefits administration, in rendering services after obtaining the approval of a majority of the Independent Directors as to primary outside counsel for the Company;
(fk) monitor and provide a full time asset liability manager with the proper computer hardware and software to perform research and analysis to provide data about the Company's portfolio of Mortgage Assets and recommended hedging strategies to the Board of Directorsinternal audit services as hereinafter provided;
(gl) provide Management Information Systems voice advise and data phone line assist with the Company’s risk management and equipment supportoversight function;
(hm) communicate on behalf to the extent not covered above, advise and assist the Company in the review and negotiation of the Company’s contracts and agreements, coordination and supervision of all third party legal services, and oversight of processing of claims by or against the Company;
(n) advise and assist the Company with the holders of the equity and debt securities of the Company as required respect to satisfy the reporting and other requirements of any governmental bodies or agencies and maintain effective relations with such holders of the Company's securities’s public relations, including hiring preparation of marketing materials, internet website and retaining a public investor relations firm to market and promote the Company, and the reasonable costs associated therewithservices;
(io) assist in provide office space, office equipment and the administration use of any stock option plan of the Company by providing personnel, administrative services, data processing and other systems and controlsaccounting or computing equipment when required;
(jp) upon request by and in accordance with provide personnel necessary for the direction performance of the Board of Directors, invest or reinvest any money of the Companyforegoing services; and
(kq) as approved and directed by the Board of Directors, perform such other services duties and responsibilities as may be required for management requested by the Directors. In performing its services under this Agreement, the Manager may utilize facilities, personnel and other activities support services of various of its affiliates. The Manager will not provide any advice to the Company relating to the securities portfolio of the Company. The Manager and the Company are expected to enter into an Advisory Agreement with TCA pursuant to which TCA will perform the services described above that are related exclusively to the securities portfolio of the Company. The Manager shall be responsible for paying such affiliates, including TCA, for their personnel and support services and facilities out of its own funds unless otherwise approved by a majority vote of the Independent Directors. Notwithstanding the foregoing, fees, costs and expenses of any third party that is not an affiliate of the Manager and is retained as permitted hereunder are to be paid by the Company. Without limiting the foregoing sentence, any such fees, cost or expenses referred to in the immediately preceding sentence that may be paid by the Manager shall be reimbursed to the Manager by the Company promptly following submission to the Company of a statement of any such fees, costs or expenses by the Manager. The Manager is authorized to conduct or cause others to conduct relations with custodians, depositaries, underwriters, brokers, dealers, placement agents, banks, insurers, accountants, pricing agents, and other persons as may be deemed necessary or desirable to perform the duties noted above. To the extent requested by the Company, the Manager shall (i) oversee the performance and fees of the Company’s service providers and make such reports and recommendations to the Directors concerning such matters as the parties deem desirable; (ii) respond to inquiries and otherwise assist such service providers in the preparation and filing of regulatory reports, proxy statements, shareholder communications and the preparation of Directors materials and reports; (iii) establish and oversee the implementation of borrowing facilities or other forms of leverage authorized by the Directors; and (iv) supervise any other aspect of the Company’s administration as may be agreed upon by the Company and the Manager. It is understood and agreed that the duties of, and services to be provided by, the Manager pursuant to this Agreement shall not include any investment management or related services with respect to any assets of the Company allocated from time to time to investments in “securities” (as defined in the Investment Advisers Act of 1940, as amended). Such services shall be performed by TCA, so long as it is registered as an investment adviser, or such other registered investment adviser that the Directors may retain from time to time. In performing its services hereunder, the Manager shall deem appropriate under adhere to, and shall require its officers and employees in the particular circumstancescourse of providing such services to adhere to, the Company’s Code of Ethics and such other Company policies as may be in effect from time to time.
Appears in 1 contract
Sources: Management Agreement (Tortoise Capital Resources Corp)
General Duties of the Manager. Subject to the supervision and approval ----------------------------- of the Board ----------------------------- of Directors, the Manager shall provide services to the Company, and to the extent directed by the Board of Directors, shall provide similar services to any subsidiary or Affiliate of the Company Company, which includes ICCC and may also include Affiliated REITs, as follows:
(a) serve as the Company's consultant with respect to formulation of investment criteria and interest rate risk management by the Board of Directors;
(b) advise as to the issuance of Commitments on behalf of the Company to purchase Commercial Mortgages or purchasing Commercial Mortgages and CMBSs meeting the investment criteria set from time to time by the Board of Directors;
(c) advise, negotiate and oversee the securitization of the Company's Commercial Mortgages in REMICs or CMOs and negotiate terms with rating agencies and coordinate with investment-bankers as to structure and pricing of the securities formed by the Company as directed by the Board of Directors;
(d) advise the Company in connection with and assist in its longLong-term investment operationsTerm Investment Operations;
(ce) provide personnel furnish reports and technical assistance statistical and economic research to support the securitization Company regarding the Company's activities of and the services performed for the Company by reviewing documents and assisting in the determination and negotiation of the terms and features of securities issued in connection therewith; Manager;
(df) monitor and provide to the Board of Directors on an on-going basis price information and other data, obtained from certain nationally-recognized dealers who maintain markets in Mortgage Loans Commercial Mortgages identified by the Board of Directors from time to time, and provide data and advice to the Board of Directors in connection with the selection and identification of such dealers.
(eg) provide the executive and administrative personnel, office space and services required, including, without limitation, legal services and contract review from in-house counsel, human resources, payroll and 401K and benefits administration, required in rendering services to the Company, which includes contracting with appropriate third parties, which may include IMH and its Affiliates, or any Affiliated REIT, to provide various services including facilities and costs related therewith, technology, management information systems, human resource administration, general ledger accounts, check processing, accounts payable and other similar operational or administrative services;
(fh) monitor oversee the day-to-day operations of the Company and provide a full time asset liability manager with supervise the proper computer hardware and software to perform research and analysis to provide data about performance of such other administrative functions necessary in the Company's portfolio management of Mortgage Assets and recommended hedging strategies to the Company as directed by the Board of Directors;
(gi) advise and negotiate agreements on behalf of the Company with banking institutions and other lenders to provide Management Information Systems voice and data phone line and equipment supportfor the short-term borrowing of funds by the Company, as directed by the Board of Directors;
(hj) communicate on behalf of the Company with the holders of the equity and debt securities of the Company as required to satisfy the reporting and other requirements of any governmental bodies or agencies and maintain effective relations with such holders of the Company's securities, including hiring and retaining a public relations firm as directed by the Board of Directors;
(k) subject to market and promote an agreement executed by the Company, and advise as to the reasonable costs associated therewithdesignation of a servicer for those loans sold by ICCC whereby ICCC has elected not to service such loans;
(il) assist in the administration of any stock option plan of counsel the Company in connection with policy decisions to be made by providing personnel, administrative services, data processing and other systems and controlsthe Board of Directors;
(jm) upon request by and in accordance with the direction of the Board of Directors, invest or reinvest any money of the Company; and
(kn) as approved and directed by the Board of Directors, perform such other services as may be required for management and other activities relating to the assets of the Company as the Manager shall deem appropriate under the particular circumstances.
Appears in 1 contract
Sources: Management Agreement (Impac Commercial Holdings Inc)
General Duties of the Manager. Subject to the supervision ------------------------------ of the Company's board of directors (the "Board ----------------------------- of Directors"), the Manager shall provide services to the Company, and to the extent directed by the Board of Directors, shall provide similar services to any subsidiary of the Company as follows:
(a) serve as the Company's consultant with respect to formulation and updating of investment criteria and interest rate risk management policy guidelines for consideration by the Board of DirectorsDirectors ("Guidelines");
(b) advise represent the Company in connection with (i) its commitments to purchase and assist in its long-term investment operations(ii) the purchase of Mortgage Assets, including the accumulation of Mortgage Loans for securitization;
(c) provide personnel furnish reports and technical assistance statistical and economic research to support the securitization Company regarding the Company's investments and activities of and the services performed for the Company by reviewing documents and assisting in the determination and negotiation of the terms and features of securities issued in connection therewith; Manager;
(d) monitor and provide to the Board of Directors on an on-going basis price information and other data, data obtained from certain nationally-nationally recognized dealers who that maintain markets in Mortgage Loans Assets identified by the Board of Directors from time to time, and provide data and advice to the Board of Directors in connection with the selection and identification of such dealers.;
(e) provide administer the executive day-to-day operations of the Company and perform or supervise the performance of such other administrative personnel, office space functions necessary or advisable for the management of the Company as may be agreed upon by the Manager and services required, the Board of Directors including, without limitation, legal services collection of the Company's revenues and contract review from in-house counselpayment of the Company's expenses, human resources, payroll debts and 401K obligations and benefits administration, in rendering maintenance of appropriate computer services to the Companyprovide such administrative functions;
(f) monitor and provide a full time asset liability manager with the proper computer hardware and software to perform research and analysis to provide data about the Company's portfolio of Mortgage Assets and recommended hedging strategies to the Board of Directors;
(g) provide Management Information Systems voice and data phone line and equipment support;
(h) communicate on behalf of the Company with the holders of the equity and debt securities of the Company as required to satisfy the continuous reporting and other requirements of any governmental bodies or agencies to holders of such securities and third parties and to maintain effective relations with such holders of the Company's securities, including hiring ;
(g) designate a servicer for those Mortgage Loans sold to the Company by originators or sellers that have elected not to service such loans and retaining a public relations firm arrange for the monitoring and administering of such servicers;
(h) counsel the Company in connection with policy decisions to market and promote be made by the Company, and the reasonable costs associated therewithBoard of Directors;
(i) assist in the administration of any stock option plan of the Company by providing personnel, administrative services, data processing and other systems and controls;
(j) upon request by and in accordance with the direction directions of the Board of Directors, invest or reinvest any money of the Company;
(j) engage in hedging activities on behalf of the Company consistent with the Company's qualification as a REIT and with the Guidelines;
(k) arrange for the issuance of Mortgage Securities from pools of Mortgage Loans acquired by the Company, and provide to the Company itself or through another appropriate party all services in connection with the creation of Mortgage Securities, including:
(1) serving as consultant with respect to the structuring of each class or series of Mortgage Securities;
(2) negotiating the rating requirements with rating agencies with respect to the rating of each class or series of Mortgage Securities;
(3) accumulating and reviewing all Mortgage Loans which may secure or constitute the mortgage pool for each class or series of Mortgage Securities;
(4) negotiating all agreements and credit enhancements with respect to each class or series of Mortgage Securities;
(5) issuing commitments on behalf of the Company to purchase Mortgage Loans to be used to secure or constitute the mortgage pool for each class or series of Mortgage Securities;
(6) organizing and administering all activities in connection with the closing of each class or series of Mortgage Securities, including all negotiations and agreements with underwriters, trustees, servicers, master servicers and other parties; and
(k7) performing such other services as approved and directed may be required from time to time for completing the creation of each class or series of Mortgage Securities.
(l) provide to the Company itself or through another appropriate party all services in connection with the administration of each class or series of Mortgage Securities created by the Board of DirectorsCompany;
(m) provide the executive and administrative personnel, office space and services required in rendering the foregoing services to the Company;
(n) perform such other services as may be required from time to time for management and other activities relating to the assets of the Company as the Manager shall deem necessary, advisable or appropriate under the particular circumstances;
(o) cause the Company to qualify to do business in all applicable jurisdictions as may be required from time to time under applicable state and federal laws; and
(p) comply with all laws applicable to the Manager and use its best efforts to cause the Company to comply with all laws applicable to the Company.
Appears in 1 contract
Sources: Management Agreement (Thornburg Mortgage Asset Corp)
General Duties of the Manager. Subject to the supervision of the Board ----------------------------- of Directors, the Manager shall provide services to the Company, and to the extent directed by the Board of Directors, shall provide similar services to any subsidiary of the Company as follows:
(a) serve as the Company's consultant with respect to formulation of investment criteria and interest rate risk management by the Board of Directors;
(b) advise the Company in connection with and assist in its long-term investment operations;
(c) provide personnel and technical assistance to support the securitization activities of the Company by reviewing documents and assisting in the determination and negotiation of the terms and features of securities issued in connection therewith; ;
(d) monitor and provide to the Board of Directors on an on-going basis price information and other data, obtained from certain nationally-recognized dealers who maintain markets in Mortgage Loans identified by the Board of Directors from time to time, and provide data and advice to the Board of Directors in connection with the selection and identification of such dealers.
(e) provide the executive and administrative personnel, office space and services required, including, without limitation, legal services and contract review from in-house counsel, human resources, payroll and 401K and benefits administration, in rendering services to the Company;
(f) monitor and provide a full time asset liability manager with the proper computer hardware and software to perform research and analysis to provide data about the Company's portfolio of Mortgage Assets and recommended hedging strategies to the Board of Directors;
(g) provide Management Information Systems voice and data phone line and equipment support;
(h) communicate on behalf of the Company with the holders of the equity and debt securities of the Company as required to satisfy the reporting and other requirements of any governmental bodies or agencies and maintain effective relations with such holders of the Company's securities, including hiring and retaining a public relations firm to market and promote the Company, and the reasonable costs associated therewith;
(i) assist in the administration of any stock option plan of the Company by providing personnel, administrative services, data processing and other systems and controls;
(j) upon request by and in accordance with the direction of the Board of Directors, invest or reinvest any money of the Company; and
(k) as approved and directed by the Board of Directors, perform such other services as may be required for management and other activities relating to the assets of the Company as the Manager shall deem appropriate under the particular circumstances.
Appears in 1 contract
Sources: Annual Report
General Duties of the Manager. Subject to the supervision of the ----------------------------- Board ----------------------------- of Directors, the Manager shall provide services to the Company, and to the extent directed by the Board of Directors, shall provide similar services to any subsidiary or Affiliate of the Company Company, which includes ICCC and may also include Affiliated REITs, as follows:
(a) serve as the Company's consultant with respect to formulation of investment criteria and interest rate risk management by the Board of Directors;
(b) advise as to the issuance of Commitments on behalf of the Company to purchase Commercial Mortgages or purchasing Commercial Mortgages and CMBSs meeting the investment criteria set from time to time by the Board of Directors;
(c) advise, negotiate and oversee the securitization of the Company's Commercial Mortgages in REMICs or CMOs and negotiate terms with rating agencies and coordinate with investment-bankers as to structure and pricing of the securities formed by the Company;
(d) advise the Company in connection with and assist in its longLong-term investment operationsTerm Investment Operations;
(ce) provide personnel furnish reports and technical assistance statistical and economic research to support the securitization Company regarding the Company's activities of and the services performed for the Company by reviewing documents and assisting in the determination and negotiation of the terms and features of securities issued in connection therewith; Manager;
(df) monitor and provide to the Board of Directors on an on-going basis price information and other data, obtained from certain nationally-nationally- recognized dealers who maintain markets in Mortgage Loans Commercial Mortgages identified by the Board of Directors from time to time, and provide data and advice to the Board of Directors in connection with the selection and identification of such dealers.
(eg) provide the executive and administrative personnel, office space and services required, including, without limitation, legal services and contract review from in-house counsel, human resources, payroll and 401K and benefits administration, required in rendering services to the Company, which includes contracting with appropriate third parties, which may include IMH and its Affiliates, or any Affiliated REIT, to provide various services including facilities and costs related therewith, technology, management information systems, human resource administration, general ledger accounts, check processing, accounts payable and other similar operational or administrative services;
(fh) monitor oversee the day-to-day operations of the Company and provide a full time asset liability manager with supervise the proper computer hardware and software to perform research and analysis to provide data about performance of such other administrative functions necessary in the Company's portfolio management of Mortgage Assets and recommended hedging strategies to the Company as directed by the Board of Directors;
(gi) advise and negotiate agreements on behalf of the Company with banking institutions and other lenders to provide Management Information Systems voice and data phone line and equipment supportfor the short-term borrowing of funds by the Company;
(hj) communicate on behalf of the Company with the holders of the equity and debt securities of the Company as required to satisfy the reporting and other requirements of any governmental bodies or agencies and maintain effective relations with such holders of the Company's securities, including hiring and retaining a public relations firm ;
(k) subject to market and promote an agreement executed by the Company, and advise as to the reasonable costs associated therewithdesignation of a servicer for those loans sold by ICCC whereby ICCC has elected not to service such loans;
(il) assist in the administration of any stock option plan of counsel the Company in connection with policy decision to be made by providing personnel, administrative services, data processing and other systems and controlsthe Board of Directors;
(jm) upon request by and in accordance with the direction of the Board of Directors, invest or reinvest any money of the Company; and
(kn) as approved and directed by the Board of Directors, perform such other services as may be required for management and other activities relating to the assets of the Company as the Manager shall deem appropriate under the particular circumstances.
Appears in 1 contract
Sources: Management Agreement (Imperial Credit Commercial Holdings Inc)
General Duties of the Manager. Subject to the supervision and ----------------------------- approval of the Board ----------------------------- of Directors, the Manager shall provide services to the Company, and to the extent directed by the Board of Directors, shall provide similar services to any subsidiary or Affiliate of the Company Company, as follows:
(a) serve as the Company's consultant with respect to formulation of investment criteria and interest rate risk management by the Board of Directors;
(b) advise as to the issuance of Commitments on behalf of the Company to purchase Commercial Mortgages or purchasing Commercial Mortgages and CMBSs meeting the investment criteria set from time to time by the Board of Directors;
(c) advise, negotiate and oversee the securitization of the Company's Commercial Mortgages in REMICs or CMOs and negotiate terms with rating agencies and coordinate with investment-bankers as to structure and pricing of the securities formed by the Company as directed by the Board of Directors;
(d) advise the Company in connection with and assist in its long-long- term investment operations;
(ce) provide personnel furnish reports and technical assistance statistical and economic research to support the securitization Company regarding the Company's activities of and the services performed for the Company by reviewing documents and assisting in the determination and negotiation of the terms and features of securities issued in connection therewith; Manager;
(df) monitor and provide to the Board of Directors on an on-going basis price information and other data, obtained from certain nationally-nationally- recognized dealers who maintain markets in Mortgage Loans Commercial Mortgages identified by the Board of Directors from time to time, and provide data and advice to the Board of Directors in connection with the selection and identification of such dealers.;
(eg) provide the executive and administrative personnel, office space and services required, including, without limitation, legal services and contract review from in-house counsel, human resources, payroll and 401K and benefits administration, required in rendering services to the Company, which includes contracting with appropriate third parties, which may include any Affiliated Entity or any Affiliated Manager, to provide various services including facilities and costs related therewith, technology, management information systems, human resource administration, general ledger accounts, check processing, accounts payable and other similar operational or administrative services;
(fh) monitor oversee the day-to-day operations of the Company and provide a full time asset liability manager with supervise the proper computer hardware and software to perform research and analysis to provide data about performance of such other administrative functions necessary in the Company's portfolio management of Mortgage Assets and recommended hedging strategies to the Company as directed by the Board of Directors;
(gi) advise and negotiate agreements on behalf of the Company with banking institutions and other lenders to provide Management Information Systems voice and data phone line and equipment supportfor the short-term borrowing of funds by the Company, as directed by the Board of Directors;
(hj) communicate on behalf of the Company with the holders of the equity and debt securities of the Company as required to satisfy the reporting and other requirements of any governmental bodies or agencies and maintain effective relations with such holders of the Company's securities, including hiring and retaining a public relations firm to market and promote as directed by the Company, and the reasonable costs associated therewithBoard of Directors;
(ik) assist in advise as to the administration designation of any stock option plan of a servicer for those loans purchased or originated by the Company by providing personnel, administrative services, data processing and other systems and controlsCompany;
(jl) counsel the Company in connection with policy decisions to be made by the Board of Directors;
(m) upon request by and in accordance with the direction of the Board of Directors, invest or reinvest any money of the Company; and
(kn) as approved and directed by the Board of Directors, perform such other services as may be required for management and other activities relating to the assets of the Company as the Manager shall deem appropriate under the particular circumstances. The Company agrees that the Manager may delegate any of its duties and responsibilities hereunder to appropriate third parties, which may include any Affiliated Entity or an Affiliated Manager.
Appears in 1 contract
Sources: Management Agreement (Impac Commercial Holdings Inc)