AMENDMENT TO
INVESTMENT SUBADVISORY AGREEMENT
This Amendment to the Investment Subadvisory Agreement ("Amendment") is
entered into and effective as of October 12, 1998 by and between Capital
Mortgage Management, Inc. a Delaware corporation (the "Manager"), and Commerce
Bank, N.A., a national banking association organized under the laws of the
United States (the "Subadviser").
WHEREAS, the Manager and Subadviser entered into an Investment
Subadvisory Agreement (the "Agreement") dated as of October 23, 1997 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 last sentence of Section 3 of the Agreement is hereby
replaced in its entirety with the following:
The Subadviser hereby agrees to waive its fee such that the fees do not
exceed 0.l65% of the Fund's average daily net assets during a period
which will end on December 31, 1999.
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.
CAPITAL MORTGAGE MANAGEMENT, INC. COMMERCE BANK, N.A.
----------------------------- ------------------------------
By: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By:
Title: President Title: