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Typically, the asset manager was a joint venture partner in the class A certificate holder.The asset manager used trust funds to improve, maintain and liquidate trust assets, and had day-to-day management control.The N-Series and S-Series structure was different from that of the MIF in that the subject assets were pre-identified by the RTC (under the MIF, the specific assets had not been identified in advance of the bidding) and the interests in the asset portfolios were competitively bid on by pre-qualified investors with the highest bid winning (the RTC’s process for selecting MIF general partners, in contrast, took into account non-price factors). For the N-Series, the RTC would convey to a Delaware business trust a pre-identified portfolio of assets, mostly commercial non- and sub- performing mortgage loans.Pre-qualified investor teams competitively bid for a 49% interest in the trust, and the equity for this interest was payable to the RTC by the winning bidder when it closed on the acquisition of its interest.

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The pricing on certain types of assets often proved to be disappointing because the purchasers discounted heavily for unknowns regarding the assets, and to reflect uncertainty at the time regarding the real estate market.

The asset manager was responsible for day-to-day management of the MIF, but the general partner controlled major budgetary and liquidation decisions. After repayment of the RTC seller financing debt, net cash flow was divided between the RTC (as limited partner) and general partner in accordance with their respective percentage interests (the general partner had at least a 50% interest).

Each of the MIF general partners was a joint venture among an asset manager with experience in managing and liquidating distressed real estate assets, and a capital source.

The assets were delivered in separate pools over time, and there were separate closings for each pool.

The selected general partner paid the RTC for its partnership interest in the assets.

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