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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) March 6, 1996
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Allied Capital Mortgage Corporation
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(Exact Name of Registrant as Specified in Charter)
Maryland 0-26672 52-19399003
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(State or Other (Commission File (IRS Employer
Jurisdiction of Number) Identification No.)
Incorporation)
c/o Allied Capital Advisers
1666 K Street, N.W., 9th Floor
Washington, D.C. 20006
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(Address of Principal Executive Offices)
Registrant's telephone number, including area code: 202-331-1112
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N/A
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(Former Name or Former Address, If Changed Since Last Report)
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Item 5. Other Events
On March 6, 1996, Registrant agreed in principle with its
registered investment adviser, Allied Capital Advisers, Inc. ("Allied
Advisers"), to modify the structure of the advisory fee to be paid to Allied
Advisers. Pursuant to the revised fee structure, the Registrant will pay to
Allied Advisers an investment advisory fee equal to (a) a base fee of 3.5% per
year of the average of the quarter-end values of its total assets other than
temporary investments and cash and (b) 0.125% per quarter of the quarter-end
values of its temporary investments and cash. At year end after the
Registrant's annual audit is complete, the base fee may be increased or
decreased depending on the extent, if any, by which the investment performance
of the Registrant is greater than or less than 13.0%. Under the prior fee
structure, the calculation of the increase or decrease in the base fee was tied
to the performance of the Merrill Lynch High Yield Master II Index.
Under the revised fee structure, the base fee can range from
2.5% to 4.5% of total invested assets at year end. The Registrant will pay to
Allied Advisers, quarterly, (a) the minimum base fee equal to 0.625% per
quarter (2.5% on an annualized basis) of the quarter-end value of its total
assets other than temporary investments and cash and (b) 0.125% per quarter
(0.5% on an annualized basis) of the quarter-end value of its temporary
investments and cash. A definitive copy of the investment advisory agreement
reflecting the revised fee structure will be filed with the Securities and
Exchange Commission.
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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 hereunto duly authorized.
ALLIED CAPITAL MORTGAGE CORPORATION
Date March 6, 1996 By /s/ David Gladstone
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David Gladstone
Director, President, and
Chief Executive Officer
