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______________________________
     John W. Stewart, President              Name: ________________________
                                             Title:  ________________________


                                             "Assignor"
                                             PRINCIPAL CAPITAL INCOME
                                             INVESTORS, LLC

                                             By______________________________
                                             Name:  _______________________
                                             Title:  ________________________