AMENDMENT TO BUILDERS PROLOAN FUND, INC. MANAGEMENT AGREEMENT

                                  AMENDMENT TO
                           BUILDERS PROLOAN FUND, INC.
                              MANAGEMENT AGREEMENT

         This Amendment to the  Management  Agreement  ("Amendment")  is entered
into and effective as of October 12, 1998 by and between  Builders ProLoan Fund,
Inc., a Maryland  corporation  (the "Fund"),  and Capital  Mortgage  Management,
Inc., a Delaware corporation (the "Manager").

         WHEREAS,  the Fund and the Manager entered into a Management  Agreement
(the  "Agreement")  dated as of October  17,  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.  Schedule  A of  the  Agreement  is  hereby  amended  by
replacing the fee schedule with the following:

         For the Builders ProLoan Fund, Inc.

                   Advisory Fee as a % of
                  Average Daily Net Assets            Average Daily Net Assets
                  ------------------------            ------------------------

                  Up to $300 million                           0.15%

                  $300 million and above                       0.13%

                  PLUS all fees payable to the Fund's subadviser.

         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 PROLOAN FUND, INC.                    CAPITAL MORTGAGE MANAGEMENT, INC.


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By: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇                            By: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President                               Title: President and Chairman