ORCHID ISLAND CAPITAL, INC. AND
BIMINI CAPITAL MANAGEMENT,
INC. ANNOUNCE
THIRD AMENDMENT TO MANAGEMENT AGREEMENT
●
Third Amendment to Management Agreement
●
Internalization of Funding and Custody/Settlement Operations
●
Hiring of Patrick Doyle by Bimini Capital, Inc.
Vero
Beach, Fla., November 17, 2021
- Orchid Island Capital, Inc.
(“Orchid”) (NYSE: ORC) and Bimini
Capital,
Inc.
(“Bimini”)
(OTCQB:
BMNM)
jointly
announced
today
that
effective
as
of
November
16,
2021,
Orchid
and
its
external
manager,
Bimini
Advisors,
LLC
(the
“Manager”),
entered
into
a
Third
Amendment (the
“Amendment”) to
the Management
Agreement between
Orchid and
the Manager
dated
February 20, 2013, as
previously amended (the
“Agreement”).
The Manager is a
wholly-owned subsidiary
Pursuant to
the Agreement, the
Manager performs management
services relating to
the mortgage-backed
securities
portfolio,
business
activities
and
day-to-day
operations
of
Orchid.
In
consideration
for
those
services, the
Manager receives
management fees
as well
as reimbursement of
certain costs
and expenses
from
Orchid.
Also
pursuant
to
the
Agreement,
certain
repurchase
agreement
trading,
clearing
and
administrative services
are provided
to Orchid
by AVM,
L.P.
(“AVM”).
Orchid pays
the fees
for those
services directly to AVM.
Bimini
and
the
Manager
are
taking
steps
to
internalize
the
repurchase
agreement
trading,
clearing
and
administrative services that are currently provided by AVM.
Pursuant to the Amendment, Orchid and the
Manager have
agreed that
Orchid’s agreements with
AVM will be terminated and
the Manager
will become
responsible for the performance of repurchase agreement trading,
clearing and administrative services.
Following termination
of the
AVM arrangements and in
consideration for
the repurchase
agreement trading,
clearing and administrative services
to be performed by the
Manager, Orchid will pay the following
fees to
the Manager:
●
A
daily
fee
for
repurchase
agreement
funding
transaction
services
equal
to
the
product
of
the
outstanding principal balance of repurchase
agreement funding in place as
of the end of
such day
and the applicable basis point factor set forth in the Amendment,
divided by 360; and
●
A
fee
for
the
clearing
and
operational
services
provided
by
personnel
of
the
Manager
equal
to
$10,000 per month.
Pursuant
to
the
Amendment,
Orchid
is
also
required
to
pay
its
allocable
share
of
fees
incurred
for
safekeeping,
transactions
and
cash
services
provided
to
Orchid
by
the
Bank
of
New
York
Mellon
(the
“BNYM Fee”) directly to the Bank of New York Mellon.
Orchid’s allocable share of the BNYM Fee will
be equal to Orchid’s percentage of all
the assets under management by
the Manager, inclusive of the assets
of Bimini (measured as of the first day of each month).
AVM
also
performs repurchase
agreement trading,
clearing and
administrative services
for
Bimini with
respect to
its mortgage-backed
securities portfolio.
The Manager’s
internalization of
these services
will
allow Bimini to
terminate its arrangements
with AVM,
and the
Manager will become
responsible for the
performance of these services for Bimini.
