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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 14, 1997
IMH ASSETS CORP. (as depositor under the Trust Agreement, dated as of May 1,
1997, and pursuant to which an Indenture was entered into, providing for, inter
alia, the issuance of Collateralized Asset-Backed Bonds, Series 1997-1)
IMH ASSETS CORP.
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(Exact name of registrant as specified in its charter)
CALIFORNIA 333-23387 33-0705301
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
20371 Irvine Avenue
Santa Ana Heights, California 92707
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(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code, is (714) 556-0122
--------------
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<PAGE>
Item 5. OTHER EVENTS.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Not applicable
(b) Not applicable
(c) Exhibits:
25.1. Statement of eligibility of Bankers Trust Company of
California, N.A. on Form T-1 under the Trust Indenture Act of 1939 of a
Corporation designated to act as Trustee.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
IMH ASSETS CORP.
By: /s/ William S. Ashmore
------------------------------
Name: William S. Ashmore
Title: President
Dated: May 14, 1997
EXHIBIT 25.1
------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
Statement of eligibility under the Trust
Indenture Act of 1939 of a corporation
designated to act as trustee
__X__Check if an application to determine eligibility
of a trustee pursuant to section 305(b)(2)
BANKERS TRUST COMPANY OF CALIFORNIA, N.A.
(Exact name of trustee as specified in its charter)
300 SOUTH GRAND AVENUE
LOS ANGELES, CALIFORNIA 90071 13-3347003
(Address of principal (I.R.S. Employer
executive offices) Identification No.)
IMH ASSETS CORP.
(Exact name of obligor as specified in its charter)
DELAWARE 33-0705301
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
20371 IRVINE AVENUE
SANTA ANA HEIGHTS, CALIFORNIA 92707
(Address of principal executive offices)
IMH ASSETS CORP. COLLATERALIZED ASSET-BACKED BONDS,
SERIES 1997-1
(Title of the indenture securities)
<PAGE>
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising
authority to which it is subject.
NAME ADDRESS
Office of the Comptroller 1114 Avenue of the
of the Currency Americas, Suite 3900
New York, New York 10036
(b) Whether it is authorized to exercise corporate trust
powers.
Yes.
Item 2. Affiliations with Obligor
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
Item 16. List of Exhibits
Exhibit 1 -
Articles of Association as amended on July 29, 1994 (hereby
incorporated herein by reference as Exhibit 1 to the Form T-1 filed
with Amendment No. 1 to Delta Funding Corp.'s Registration Statement on
Form S-3 filed with the Securities and Exchange Commission on August 5,
1996 under Commission File Number 333-3418.) A Certificate of the
Assistant Secretary of the trustee updating the previously filed
certificate is filed herewith.
Exhibit 2 -
Certificate of the Comptroller of the Currency dated April 14, 1997.
Exhibit 3 -
Certification of Fiduciary Powers dated April 14, 1997.
Exhibit 4 -
Existing By-Laws of Bankers Trust Company of California, N.A.
as amended on April 22, 1997.
<PAGE>
Exhibit 5 -
Not Applicable.
Exhibit 6 -
Consent of Bankers Trust Company of California, N.A. required
by Section 321(b) of the Act.
Exhibit 7 -
Reports of Condition of Bankers Trust Company of California, N.A.,
dated as of December 31, 1996 (hereby incorporated herein by reference
as Exhibit 7 to the Form T-1 filed with a Current Report on Form 8-K of
Aames Capital Acceptance Corp. filed with the Securities and Exchange
Commission on March 19, 1997 under Commission File Number 333-21219.)
Exhibit 8 -
Not Applicable.
Exhibit 9 -
Not Applicable.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
trustee, Bankers Trust Company of California, N.A., a national banking
association, organized and existing under the laws of the United States, has
duly caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in the city of Irvine, and State of
California, on the 6th day of May, 1997.
Bankers Trust Company of California, N.A.
By: /s/ Judy L. Gomez
Judy L. Gomez
Assistant Vice President
<PAGE>
EXHIBIT 1
<PAGE>
BANKERS TRUST COMPANY OF CALIFORNIA, N.A.
CERTIFICATE
I, Judy L. Gomez, do hereby certify that:
1. I am the duly elected Assistant Secretary of Bankers Trust Company
of California, N.A. (the "Association").
2. Attached hereto as Exhibit A is a true copy of the Articles of
Association of BT Trust Company of California, National Association, as filed
with the Comptroller of the Currency, Northeastern District, on February 13,
1986 (the "Articles of Association").
3. On March 16, 1987, at a special meeting of the Shareholders of BT
Trust Company of California, National Association, the following resolution and
amendment to Article FIRST of the Articles of Association was adopted:
RESOLVED, that the amendment of the First Article of
Association is hereby approved, shall be effective
immediately, and shall read as follows:
FIRST: The title of this Association shall be
"Bankers Trust Company of California, National
Association".
The foregoing amendment to the Articles of Association was duly
approved by the Board of Directors of Bankers Trust Company of California, N.A.
on March 16, 1987.
4. Attached hereto as Exhibit B is a copy of the approval of the
resolution and amendment to Article FIRST of the Articles of Association.
5. On January 17, 1992, at a special meeting of the Shareholders of
Bankers Trust Company of California, National Association, the following
resolution and amendment to Article FIFTH of the Articles of Association was
adopted:
RESOLVED, that Bankers Trust Holdings, Inc., the sole
shareholder of Bankers Trust Company of California, N.A.
("BTCal"), hereby approves of the amendment to the first
paragraph of Article FIFTH of the Articles of Association of
BTCal, to read as follows:
The authorized amount of capital stock of this
Association shall be 500,000 shares of common stock
of the par value of One Hundred Dollars and no cents
($100.00) each; but said capital stock may be
increased or decreased from time to time, in
accordance with the provisions of the laws of the
United States.
<PAGE>
The foregoing amendment of the Articles of Association was duly
approved by the Board of Directors of Bankers Trust Company of California, N.A.
on January 7, 1992.
6. Attached hereto as Exhibit C is a copy of the official certification
of the approval of the Office of the Comptroller of the Currency with respect to
said amendment to Article FIFTH of the Articles of Association.
7. The Association's Articles of Association, as amended, have not been
modified or rescinded and are in full force and effect as of the date hereof.
IN WITNESS WHEREOF, I have set my hand and the seal of this Association
this 22nd day of April, 1997.
/s/ Judy L. Gomez
-----------------
Judy L. Gomez
Assistant Secretary
<PAGE>
EXHIBIT 2
<PAGE>
[Logo of Comptroller of the Currency]
COMPTROLLER OF THE CURRENCY
ADMINISTRATOR OF NATIONAL BANKS
WASHINGTON, D.C. 20219
CERTIFICATE
I, Eugene A. Ludwig, Comptroller of the Currency, do hereby certify that:
1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et
seq., as amended, 12 U.S.C. 1, et seq., as amended, has possession, custody and
control of all records pertaining to the chartering of all National Banking
Associations.
2. "Bankers Trust of California, National Association," Los Angeles,
California, (Charter No. 18608) is a National Banking Association formed under
the laws of the United States and is authorized thereunder to transact the
business of banking on the date of this Certificate.
IN TESTIMONY WHEREOF, I have
hereunto subscribed my name and
caused my seal of office to be
affixed to these presents at the
Treasury Department in the City of
Washington and District of Columbia,
this 14th day of April, 1997.
[Seal of Comptroller of the Currency]
/s/ Eugene A. Ludwig
--------------------------------
Comptroller of the Currency
<PAGE>
EXHIBIT 3
<PAGE>
[Logo of Comptroller of the Currency]
COMPTROLLER OF THE CURRENCY
ADMINISTRATOR OF NATIONAL BANKS
WASHINGTON, D.C. 20219
Certificate of Fiduciary Powers
I, Eugene A. Ludwig, Comptroller of the Currency, do hereby certify that:
1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et
seq., as amended, 12 U.S.C. 1, et seq., as amended, has possession, custody and
control of all records pertaining to the chartering of all National Banking
Associations.
2. "Bankers Trust of California, National Association," Los Angeles,
California, (Charter No. 18608), was granted, under the hand and seal of the
Comptroller, the right to act in full fiduciary capacities authorized under the
provisions of the Act of Congress approved September 28, 1962, 76 Stat. 668, 12
U.S.C. 92A, and that the authority so granted remains in full force and effect
on the date of this Certificate.
IN TESTIMONY WHEREOF, I have hereunto
subscribed my name and caused my seal
of office to be affixed to these presents
at the Treasury Department in the City of
Washington and District of Columbia, this
14th day of April, 1997.
[Seal of Comptroller of the Currency]
/s/ Eugene A. Ludwig
-----------------------------------------
Comptroller of the Currency
<PAGE>
EXHIBIT 4
<PAGE>
BANKERS TRUST COMPANY OF CALIFORNIA, NATIONAL ASSOCIATION
BY-LAWS
ARTICLE I
Meetings of Shareholders
Section 1.1. Annual Meeting. The regular annual meeting of the
shareholders for the election of directors and the transaction of whatever other
business may properly come before the meeting, shall be held at the Main Office
of the Association, 400 South Hope Street, Los Angeles, California or such other
places as the Board of Directors may designate, at 11 a.m. on the third
Wednesday of March of each year. Notice of such meeting shall be mailed, postage
prepaid, at least ten days prior to the date thereof, addressed to each
shareholder at his address appearing on the books of the Association. If, for
any cause, an election of directors is not made on the said day, the Board of
Directors shall order the election to be held on some subsequent day, as soon
thereafter as practicable, according to the provisions of law; and notice
thereof shall be given in the manner herein provided for the annual meeting.
Section 1.2. Special Meetings. Except as otherwise specifically
provided by statue, special meetings of the shareholders may be called for any
purpose at any time by the Board of Directors or by any one or more shareholders
owning, in the aggregate, not less than twenty five percent (25%) of the stock
of the Association. Every such special meeting, unless otherwise provided by
law, shall be called by mailing, postage prepaid, not less than ten days prior
to the date fixed for such meeting, to each shareholder at his address appearing
on the books of the Association a notice stating the purpose of the meeting.
Section 1.3. Nominations for Director. Nominations for election to the
Board of Directors may be made by the Board of Directors or by any stockholder
of any outstanding class of capital stock of the Association entitled to vote
for the election of directors. Nominations, other than those made by or on
behalf of the existing management of the Association, shall be made in writing
and shall be delivered or mailed to the President of the Bank and to the
Comptroller of the Currency, Washington, D.C., not less than 14 days nor more
than 50 days prior to any meeting of shareholders called for the election of
directors, provided however, that if less than 21 days' notice of the meeting is
given to shareholders, such nomination shall be mailed or delivered to the
President of the Bank and to the Comptroller of the Currency not later than the
close of business on the seventh day following the day on which the notice of
meeting was mailed. Such notification shall contain the following information to
the extent known to the notifying shareholder: (a) the name and address of each
proposed nominee; (b) the principal occupation of each proposed nominee; (c) the
total number of shares of capital stock of the Bank that will be voted for each
proposed nominee; (d) the name and residence address of the notifying
shareholder; and (e) the number of shares of capital stock of the Bank owned by
the notifying shareholder. Nominations not made in accordance herewith may, in
his/her discretion, be disregarded by the Chairperson of the meeting, and upon
his/ her instructions, the vote tellers may disregard all votes cast for each
such nominee.
Section 1.4. Proxies. Shareholders may vote at any meeting of the
shareholders by proxies duly authorized in writing, but no officer or employee
of this Association shall act as
<PAGE>
proxy. Proxies shall be valid only for one meeting, to be specified therein, and
any adjournments of such meeting. Proxies shall be dated and shall be filed with
the records of the meeting.
Section 1.5 Quorum. A majority of the outstanding capital stock,
represented in person or by proxy, shall constitute a quorum at any meeting of
shareholders, unless otherwise provided by law; and less than a quorum may
adjourn any meeting, from time to time, and the meeting may be held, as
adjourned, without further notice. A majority of the votes cast shall decide
every question or matter submitted to the shareholders at any meeting, unless
otherwise provided by law or by the Articles of Association.
ARTICLE II
Directors
Section 2.1. Board of Directors. The board of directors (hereinafter
referred to as the "Board"), shall have power to manage and administer the
business and affairs of the Association. Except as expressly limited by law, all
corporate powers of the Association shall be vested in and may be exercised by
said Board.
Section 2.2. Number. The Board shall consist of not less than five nor
more than twenty-five shareholders, the exact number within such minimum and
maximum limits to be fixed and determined from time to time by resolution of the
shareholders at any meeting thereof; provided, however, that a majority of the
full Board of Directors may not increase the number of directors to a number
which; (i) exceeds by more than two the number of directors last elected by
shareholders where such number was fifteen or less; and (ii) to a number which
exceeds by more than four the number of directors last elected by shareholders
where such number was sixteen or more, but in no event shall the number of
directors exceed twenty-five.
Section 2.3 Organization Meeting. The Secretary, upon receiving the
certificate of the judges, of the result of any election, shall notify the
directors-elect of their election and of the time at which they are required to
meet at the Main Office of the Association for the purpose of organizing the new
Board and electing and appointing officers of the Association for the succeeding
year. Such meeting shall be held on the day of the election or as soon
thereafter as practicable, and, in any event, within thirty days thereof. If, at
any time fixed for such meeting, there shall not be a quorum present, the
directors present may adjourn the meeting, from time to time, until a quorum is
obtained.
Section 2.4. Regular Meetings. Regular Meetings of the Board of
Directors shall be held from time to time, at such time as may be designated
from time to time by the Board of Directors and communicated to all directors.
Such meetings shall be held in the Main Office of the Association, subject to
the provisions of Section 2.6 below, and at least one such meeting shall be held
during any two consecutive calendar months.
Section 2.5 Special Meetings. Special meetings of the Board of
Directors may be called by the Chairperson or President of the Association, or
at the request of two or more directors. Each member of the Board of Directors
shall be given notice stating the time and place, by telegram, letter, or in
person, of each such special meeting.
<PAGE>
Section 2.6 Quorum. A majority of the directors shall constitute a
quorum at any meeting, except when otherwise provided by law; but a less number
may adjourn any meeting, from time to time , and the meeting may be held, as
adjourned, without further notice. Any one or more directors may participate in
a meeting of the Board by means of a conference telephone or similar
communications equipment which allows all persons participating in the meeting
to hear each other at the same time. Participation by such means shall
constitute presence in person at such a meeting. The vote of a majority of the
directors present at the time of the vote, if a quorum is present at such time,
shall be the act of the Board except as may be otherwise provided by statute or
the By-Laws.
Section 2.7. Vacancies. When any vacancy occurs among the directors,
the remaining members of the Board, in accordance with the laws of the United
States, may appoint a director to fill such vacancy at any regular meeting of
the Board, or at a special meeting called for the purpose.
ARTICLE III
Committees of the Board
Section 3.1. Examining Committee. There shall be an Examining Committee
appointed annually by the Board which shall consist of two directors, who are
not also officers of the Association, one of whom shall be designated by the
Board as the Chairperson thereof. Such Committee shall conduct the annual
directors' examination of the Association as required by the Comptroller of the
Currency; shall review the reports of all examinations made of the Association
by public authorities and report thereon to the Board; and shall report to the
Board such other matters as it deems advisable with respect to the Association,
its various departments and the conduct of its operations. In the performance of
its duties, the Examining Committee may employ or retain, from time to time,
expert assistants, independent of the officers or personnel of the Association,
to make such studies of the Association's assets and liabilities as the
Committee may request and to make an examination of the accounting and auditing
methods of the Association and its system of internal protective controls to the
extent considered necessary or advisable in order to determine that the
operations of the Association, including its fiduciary department, are being
audited by the Auditor in such a manner as to provide prudent and adequate
protection. The Committee also may direct the Auditor to make such investigation
as it deems necessary or advisable with respect to the Association, its various
departments and the conduct of its operations. The Committee shall hold regular
quarterly meetings and during the intervals thereof shall meet at other times on
call of the Chairperson.
Section 3.2. Investment Committee. There shall be an investment
committee composed of two directors, appointed by the board annually or more
often. The investment committee shall have the power to insure adherence to the
investment policy, to recommend amendments thereto, to purchase and sell
securities, to exercise authority regarding investment and to exercise, when the
board is not In session, all other powers of the Board regarding investment
securities that may be lawfully delegated. The investment committee shall keep
minutes of its meetings, and such minutes shall be submitted at the next regular
meeting of the Board of Directors at which a quorum is present, and any action
taken by the board with respect thereto shall be entered in the minutes of the
Board.
<PAGE>
Section 3.3. Other Committees. The Board of Directors may appoint, from
time to time, from its own members, other committees of one or more persons, for
such purposes and with such powers as the Board may determine.
ARTICLE IV
Officers and Employees
Section 4.1. Chairperson of the Board. The Board of Directors shall
appoint one of its members to be Chairperson of the Board to serve at the
pleasure of the Board. Such person shall preside at all meetings of the Board of
Directors. The Chairperson of the Board shall supervise the carrying out of the
policies adopted or approved by the Board; shall have general executive powers,
as well as the specific powers conferred by these By-Laws; shall also have and
may exercise such further powers and duties as from time to time may be
conferred upon, or assigned by the Board of Directors.
Section 4.2. President. The Board of Directors shall appoint one of its
members to be President of the Association. In the absence of the Chairperson,
the President shall preside at any meeting of the Board. The President shall
have general executive powers, and shall have and may exercise any and all other
powers and duties pertaining by law, regulation, or practice, to the Office of
the President, or imposed by these By-Laws. The President shall also have and
may exercise such further powers and duties as from time to time may be
conferred, or assigned by the Board of Directors.
Section 4.3. Vice President. The Board of Directors shall appoint one
or more Vice Presidents. Each Vice President shall have such powers and duties
as may be assigned by the Board of Directors. One Vice President shall be
designated by the Board of Directors, in the absence of the President, to
perform all the duties of the President.
Section 4.4. Secretary. The Board of Directors shall appoint a
Secretary or other designated officer who shall be Secretary of the Board and of
the Association, and shall keep accurate minutes of all meetings. The Secretary
shall attend to the giving of all notices required by these By-Laws to be given;
shall be custodian of the corporate seal, records, documents and papers of the
Association; shall provide for the keeping of proper records of all transactions
of the Association; shall have and may exercise any and all other powers and
duties pertaining by law, regulation or practice, to the office of the
Secretary, or imposed by these By-Laws; and shall also perform such other duties
as may be assigned from time to time, by the Board of Directors.
Section 4.5. Other Officers. The Board of Directors may appoint one or
more assistant vice presidents, one or more trust officers, one or more
assistant trust officers, one or more assistant secretaries, one or more
assistant treasurers, and such other officers and attorneys-in-fact as from time
to time may appear to the Board of Directors to be required or desirable to
transact the business of the Association. Such officers shall respectively
exercise such powers and perform such duties as pertain to their several
offices, or as may be conferred upon, or assigned to, them by the Board of
Directors, the Chairperson of the Board, or the President.
<PAGE>
Section 4.6. Tenure of Office. The President and all other officers
shall hold office for the current year for which the Board was elected, unless
they shall resign, become disqualified, or be removed; and any vacancy occurring
in the office of President shall be filled promptly by the Board of Directors.
ARTICLE V
Trust Department
Section 5.1. Trust Department. There shall be a department of the
Association known as the trust department which shall perform the fiduciary
responsibilities of the Association.
Section 5.2. Trust Officer. There shall be a trust officer of this
Association whose duties shall be to manage, supervise and direct all the
activities of the trust department. Such person shall do or cause to be done all
things necessary or proper in carrying on the business of the trust department
according to provisions of law and applicable regulations; and shall act
pursuant to opinion of counsel where such opinion is deemed necessary. Opinions
of counsel shall be retained on file in connection with all important matters
pertaining to fiduciary activities. The trust officer shall be responsible for
all assets and documents held by the Association in connection with fiduciary
matters. The Board of Directors may appoint other officers of the trust
department as it may deem necessary, with such duties as may be assigned.
Section 5.3. Trust Investment Committee. There shall be a trust
investment committee of this Association composed of two members, who shall be
capable and experienced officers and directors of the Association. All
investments of funds held in a fiduciary capacity shall be made, retained or
disposed of only with the approval of the trust investment committee; and the
committee shall keep minutes of all its meetings, showing the disposition of all
matters considered and passed upon by it. The committee shall, promptly after
the acceptance of an account for which the bank has investment responsibilities,
review the assets thereof, to determine the advisability of retaining or
disposing of such assets. The committee shall conduct a similar review at least
once during each calendar year thereafter and within 15 months of the last
review. A report of all such reviews, together with the action taken as a result
thereof, shall be noted in the minutes of the committee.
Section 5.4. Trust Audit Committee. The Board of Directors shall
appoint a committee of two Directors, exclusive of any active officer of the
Association, which shall, at least once during each calendar year within fifteen
months of the last such audit make suitable audits of the Trust Department or
cause suitable audits to be made by auditors responsible only to the Board of
Directors, and at such time shall ascertain whether the department has been
administered in accordance with law, 12 Code of Federal Regulations, Section 9,
and sound fiduciary principles.
Section 5.5. Trust Department Files. There shall be maintained in the
Trust Department files containing all fiduciary records necessary to assure that
its fiduciary responsibilities have been properly undertaken and discharged.
Section 5.6. Trust Investments. Funds held in a fiduciary capacity
shall be invested in accordance with the instrument establishing the fiduciary
relationship and appropriate local law.
<PAGE>
Where such instrument does not specify the character and class of investments to
be made and does not vest in the bank a discretion in the matter, funds held
pursuant to such instrument shall be invested in investments in which corporate
fiduciaries may invest under appropriate local law.
ARTICLE VI
Stock and Stock Certificate
Section 6.1. Transfers. Shares of stock shall be transferable on the
books of the Association, and a transfer book shall be kept in which all
transfers of stock shall be recorded. Every person becoming a shareholder by
such transfer shall, in proportion to his shares, succeed to all rights of the
prior holder of such shares.
Section 6.2. Stock Certificates. Certificates of stock shall bear the
signature of the President (which may be engraved, printed or impressed), and
shall be signed manually or by facsimile process by the Secretary, Assistant
Secretary, Cashier, Assistant Cashier, or any other officer appointed by the
Board of Directors for that purpose, to be known as an Authorized Officer, and
the seal of the Association shall be engraved thereon. Each certificate shall
recite on its face that the stock represented thereby is transferable only upon
the books of the Association properly endorsed.
ARTICLE VII
Corporate Seal
The President, the Cashier, the Secretary or any Assistant Cashier or
Assistant Secretary, or other officer thereunto designated by the Board of
Directors, shall have authority to affix the corporate seal to any document
requiring such seal, and to attest the same. Such seal shall be substantially in
the following form:
(Impression) ( of ) ( Seal )
ARTICLE VIII
Miscellaneous Provisions
Section 8.1. Fiscal Year. The Fiscal Year of the Association shall be
the calendar year.
Section 8.2. Execution of Instruments. All agreements, indentures,
mortgages, deeds, conveyances, transfers, certificates, declarations, receipts,
discharges, releases, satisfactions, settlements, petitions, schedules,
accounts, affidavits, bonds, undertakings, proxies and other instruments or
documents may be signed, executed, acknowledged, verified, delivered or accepted
in behalf of the Association by the Chairperson of the Board, or the President,
or any Vice President, or the Secretary, or the Cashier, or, if in connection
with exercise of fiduciary powers of the Association, by any of said officers or
by any Trust Officer. Any such instruments may also be executed, acknowledged,
verified, delivered or accepted in behalf of the Association in such other
manner and by such other officers as the Board of Directors may
<PAGE>
from time to time direct. The provisions of this Section 8.2. are supplementary
to any other provision of these By-Laws.
Section 8.3. Records. The Articles of Association, the By-Laws and the
proceedings of all meetings of the shareholders, the Board of Directors, and
standing committees of the Board, shall be recorded in appropriate minute books
provided for the purpose. The minutes of each meeting shall be signed by the
Secretary, or other officer appointed to act as Secretary of the meeting.
ARTICLE IX
By-Laws
Section 9.1. Inspection. A copy of the By-Laws, with all amendments
thereto, shall at all times be kept in a convenient place at the Main Office of
the Association, and shall be open for inspection to all shareholders, during
banking hours.
Section 9.2. Amendments. The By-Laws may be amended, altered or
repealed, at any regular meeting of the Board of Directors, by a vote of a
majority of the total number of the Directors.
<PAGE>
EXHIBIT 6
<PAGE>
CONSENT OF TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust
Indenture Act of 1939 in connection with the proposed issue by IMH
Assets Corp. Collateralized Asset-Backed Bonds, Series 1997-1, we
hereby consent that reports of examination by Federal, State,
Territorial or District authorities may be furnished by such
authorities to the Securities and Exchange Commission upon request
therefor.
Dated: May 6, 1997 Bankers Trust Company of California, N.A.
By: /s/ Judy L. Gomez
Judy L. Gomez
Assistant Vice President
