Attached files
file | filename |
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EXCEL - IDEA: XBRL DOCUMENT - Invesco Mortgage Capital Inc. | Financial_Report.xls |
10-Q - FORM 10-Q - Invesco Mortgage Capital Inc. | g27750e10vq.htm |
EX-31.1 - EX-31.1 - Invesco Mortgage Capital Inc. | g27750exv31w1.htm |
EX-32.1 - EX-32.1 - Invesco Mortgage Capital Inc. | g27750exv32w1.htm |
EX-32.2 - EX-32.2 - Invesco Mortgage Capital Inc. | g27750exv32w2.htm |
EX-31.2 - EX-31.2 - Invesco Mortgage Capital Inc. | g27750exv31w2.htm |
Exhibit 10.1
AMENDMENT TO MANAGEMENT AGREEMENT
THIS AMENDMENT is made as of May 24, 2011 by and among INVESCO MORTGAGE CAPITAL INC., a
Maryland corporation (the Company), IAS OPERATING PARTNERSHIP LP, a Delaware limited
partnership (the Operating Partnership), IAS ASSET I LLC, a Delaware limited liability
company (Asset I) and INVESCO ADVISERS, INC., a Delaware corporation (formerly Invesco
Institutional (N.A.), Inc., the Manager).
WHEREAS, on July 1, 2009, the Company, the Operating Partnership, Asset I and the Manager
entered into that certain management agreement (the Agreement) whereby the Manager was
retained to provide investment advisory services to the Company, the Operating Partnership, Asset I
and any of their Subsidiaries;
WHEREAS, the parties desire to amend the Agreement; and
NOW THEREFORE, in consideration of the mutual agreements herein set forth, the parties hereto
agree as follows:
Section 1. Definitions. All terms not defined herein shall have the meaning given to
it in the Agreement.
Section 2. Amendment. Section 9(b) of the Agreement shall be deleted in its entirety
and replaced with the following:
(b) The Company shall have no obligation to reimburse the Manager for the salaries
and other compensation costs of the Managers personnel who provide services to the Company
under this Agreement, except that, the Company shall reimburse the Manager for the
Companys allocable share of the compensation paid by the Manager to its personnel serving
as the Companys Controller. The Companys share of such costs shall be based upon the
percentage of working time devoted by such personnel of the Manager to the Companys
affairs as compared to working time spent on other matters for the Manager. The Manager
shall provide the Company with such written detail as the Company may reasonably request to
support the determination of the Companys share of such costs. The Manager shall be
responsible for the compensation paid by the Manager to its personnel serving as the
Companys Chief Executive Officer, Chief Financial Officer, Chief Investment Officer, Chief
Operations Officer, Executive Vice President, Chief Portfolio Manager and Senior Vice
President and the Managers investment professionals.
Section 3. Continued Effect of Agreement. Except as specifically amended by this
Amendment, the Agreement remains unaffected and continues in full force and effect as though
completely restated in this Amendment.
Section 4. Interpretation of Amendment. In the event of any conflict, inconsistency
or incongruity between any term or condition of this Amendment and any term or condition of the
Agreement, the term of this Amendment shall govern and control.
Section 5. Governing Law. This Amendment shall be governed by, and construed and
interpreted in accordance with, the law of the State of New York, without regard to conflicts of
law principles to the contrary.
Section 6. No Waiver; Cumulative Remedies. No failure to exercise and no delay in
exercising, on the part of any party hereto, any right, remedy, power or privilege hereunder shall
operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power
or privilege hereunder preclude any other or further exercise thereof or the exercise of any other
right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are
cumulative and not exclusive of any rights, remedies, powers and privileges provided by law. No
waiver of any provision hereunder shall be effective unless it is in writing and is signed by the
party asserted to have granted such waiver.
Section 7. Headings. The headings of the sections of this Amendment have been
inserted for convenience of reference only and shall not be deemed part of this Amendment.
Section 8. Counterparts. This Amendment may be executed in any number of
counterparts, each of which shall be deemed to be an original as against any party whose signature
appears thereon, and all of which shall together constitute one and the same instrument. This
Amendment shall become binding when one or more counterparts of this Amendment, individually or
taken together, shall bear the signatures of all of the parties reflected hereon as the
signatories.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date
first written above.
INVESCO MORTGAGE CAPITAL INC. |
||||
By: | ||||
Name: | ||||
Title: | ||||
IAS OPERATING PARTNERSHIP L.P. |
||||
By: | Invesco Mortgage Capital Inc., as its | |||
general partner | ||||
By: | ||||
Name: | ||||
Title: | ||||
IAS ASSET I LLC |
||||
By: | IAS Operating Partnership L.P., as its sole | |||
member | ||||
By: | Invesco Mortgage Capital Inc., as its | |||
general partner | ||||
By: | ||||
Name: | ||||
Title: | ||||
INVESCO ADVISERS, INC. |
||||
By: | ||||
Name: | ||||
Title: | ||||