Exhibit 5(d)
SECOND AMENDMENT TO
BUILDERS FIXED INCOME FUND, INC.
DISTRIBUTION COORDINATION AGREEMENT
This Second Amendment to the Distribution Coordination Agreement
("Amendment") is effective as of January 1, 2001 by and between Builders Fixed
Income Fund, Inc., a Maryland corporation (the "Fund"), and Capital Mortgage
Management, Inc., a Delaware corporation (the "Distribution Coordinator").
WHEREAS, the Fund and the Distribution Coordinator entered into a
Distribution Coordination Agreement effective as of November 1, 1999 (as
amended, the "Agreement") and they desire to amend the Agreement as provided
herein;
NOW THEREFORE, in consideration of the mutual covenants and promises set
forth herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:
1. AMENDMENT. The first sentence of Section 4 is hereby replaced in its
entirety with the following:
The Manager, as Distribution Coordinator, hereby agrees to waive its
distribution fees and/or reimburse expenses so that total operating
expenses of the Fund, excluding interest, taxes, brokerage fees and
commissions, and extraordinary expenses (including but not limited to legal
claims and liabilities and litigation costs and any indemnification related
thereto), do not exceed 0.60% of the Fund's average daily net assets during
the fiscal year ending December 31, 2001
2. RATIFICATION AND CONFIRMATION OF AGREEMENT. Except as specifically set
forth herein, the Agreement is hereby ratified and confirmed in all respects and
shall remain in full force and effect.
3. COUNTERPARTS. This Amendment may be executed in counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
4. DEFINED TERMS. Any capitalized word not otherwise defined in this
Amendment shall have the meaning given to such word in the Agreement.
5. MODIFICATION AND GOVERNING LAW. This Amendment may not be modified
except by a writing signed by authorized representatives of the parties to this
Amendment. This Amendment shall be governed by and construed and interpreted in
accordance with the laws of the State of Missouri.
IN WITNESS WHEREOF, the parties have executed this Amendment effective as
of the date first above written.
BUILDERS FIXED INCOME FUND, INC. CAPITAL MORTGAGE MANAGEMENT, INC.
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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By: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President and Chairman Title: President and Chairman