ASSIGNMENT, ASSUMPTION AND CONSENT
This Assignment, Assumption and Consent Agreement (this "Agreement") is made and
entered into effective as of October 31, 2002 ("Effective Date"), by and among
CAPITAL MORTGAGE MANAGEMENT, INC., a Delaware corporation ("Manager"), PRINCIPAL
CAPITAL INCOME INVESTORS, LLC ("Assignor") and PRINCIPAL GLOBAL INVESTORS, LLC
("Assignee").
WITNESSETH
WHEREAS, the Manager and Principal Capital Management, LLC ("Principal
Capital") entered into an Investment Subadvisory Agreement (the "Subadvisory
Agreement"), effective as of June 1, 2000, whereby Principal Capital Management,
LLC agreed to become the subadviser to Builders Fixed Income Fund, Inc. (the
"Fund") upon the terms and conditions set forth in the Subadvisory Agreement;
WHEREAS, the Manager, Principal Capital and Assignor entered into an
Assignment, Assumption and Consent dated September 1, 2000, pursuant to which
Principal Capital assigned all duties and rights under the Subadvisory Agreement
to Assignor;
WHEREAS, Assignor was merged with and into Assignee, its parent company;
and Assignor desires to assign to Assignee all duties and rights under the
Subadvisory Agreement and Assignee is willing to assume all responsibilities
under the Subadvisory Agreement;
WHEREAS, Manager is willing to consent to the assignment of the Subadvisory
Agreement from the Assignor to the Assignee;
NOW, THEREFORE, in consideration of the premises and promises set forth
above and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, and pursuant and subject to the terms of the
Subadvisory Agreement, Assignor and Assignee agree as follows:
1. Assignment and Assumption. Assignor hereby irrevocably and unconditionally
sells, assigns, delegates, transfers and delivers to Assignee all of Assignors'
right, title and interest in and to the Subadvisory Agreement. Assignee hereby
accepts and assumes the responsibilities under the Subadvisory Agreement and
agrees to become the subadviser to the Fund and any future Portfolio(s) of the
Fund as the Manager and Assignee shall agree upon for the period and on the
terms set forth in the Subadvisory Agreement. Assignee further agrees to render
the subadvisory services to Manager for the benefit of the Portfolios herein set
forth, for the best interests of the Portfolios, and will comply with (a)
applicable laws and regulations including, but not limited to, the 1940 Act, (b)
the terms of this Agreement, (c) the Fund's Articles of Incorporation, By-Laws
and currently effective registration statement under the 1940 Act and the
Securities Act of 1933, as amended, (d) the stated investment objective,
policies and restrictions of each applicable Portfolio, and (e) such other
guidelines as the Board of Directors of the Fund (the "Board") reasonably may
establish in writing.
2. Consent. For and in consideration of the assumption of the Subadvisory
Agreement by the Assignee, Manager does hereby consent to the Assignment, and
agrees that from and after the Effective Date, Assignor is and shall be released
and relieved of all of its obligations, duties and liabilities under the
Subadvisory Agreement; provided, however, that Assignor shall not be released or
relieved of liability for its obligations arising prior to the Effective Date.
3. Representations and warranties of Assignor. Assignor hereby represents and
warrants that the assignment of the Subadvisory Agreement: (a) falls within the
safe harbor provided by Rule 2a-6 under the Investment Company Act of 1940, as
amended, so that approval of the assignment is not required by shareholders of
the Fund; (b) will not result in a change in the Fund's portfolio managers or
the performance of such portfolio managers; and (c) will not result in any
material change in the level of subadvisory services provided or the fees
charged to the Fund.
4. Ratification and Confirmation of Agreement. Except as specifically set forth
herein, the Subadvisory Agreement is hereby ratified and confirmed in all
respects and shall remain in full force and effect.
5. Counterparts. This Agreement may be executed in counterparts, each of which
shall be deemed an original, but all of which shall constitute one and the same
instrument.
6. Defined Terms. Any capitalized word not otherwise defined in this Agreement
shall have the meaning given to such word in the Subadvisory Agreement.
7. Modification and Governing Law. This Agreement may not be modified except by
a writing signed by authorized representatives of the parties to this Agreement.
This Agreement shall be governed and construed and interpreted in accordance
with the laws of the State of Missouri, without reference to its conflicts of
laws provisions.
IN WITNESS WHEREOF, the parties have executed this Agreement effective as
of the date first above written.
"Manager" "Assignee"
CAPITAL MORTGAGE MANAGEMENT, INC. PRINCIPAL CAPITAL
MANAGEMENT, LLC
By______________________________________ By______________________________
▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President Name: ________________________
Title: ________________________
"Assignor"
PRINCIPAL CAPITAL INCOME
INVESTORS, LLC
By______________________________
Name: _______________________
Title: ________________________