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Exhibit (h)(1)(b)
AMENDMENT TO
TRANSFER AGENCY AGREEMENT
This Amendment is made as of January 1, 2000, between THE EMPIRE
BUILDER TAX FREE BOND FUND (the "Trust"), a Massachusetts business trust, and
BISYS FUND SERVICES, INC., ("BISYS"). The parties hereby amend the Transfer
Agency Agreement (the "Agreement") between the Trust and BISYS, dated as of
October 1, 1996, as set forth below.
WHEREAS, the parties hereto wish to modify Section 5 of the Agreement,
entitled "Term"; and
WHEREAS, the parties hereto wish to modify Schedule B to the Agreement,
entitled "TRANSFER AGENT FEES", by amending the fee schedules contained therein.
NOW THEREFORE, in consideration of the foregoing and the mutual
premises and covenants herein set forth, the parties agree as follows:
1. Capitalized terms not otherwise defined herein shall have the
same meaning as in the Agreement.
2. Section 5 of the Agreement shall be amended by replacing the
first sentence of the first paragraph with the following:
The initial term of this Agreement shall be for a
period commencing on October 1, 1996 and ending on
December 31, 1997.
3. Section 5 of the Agreement shall be further amended by
replacing the last paragraph with the following:
If, for any reason other than non-renewal, mutual
agreement of the parties or a material breach that
has not been remedied in accordance with the terms of
this Agreement, BISYS is replaced as the service
provider under this Agreement or, if a third party is
added to perform all or a part of the services
provided by BISYS under this Agreement (excluding any
Sub-transfer agent appointed by BISYS as provided in
Section 1 herein), then the Trust shall make a
one-time cash payment, in consideration of the fee
structure and services to be provided under this
Agreement and not as a penalty, to BISYS equal to the
balance due BISYS for the remainder of the
then-current term of this Agreement assuming for
purposes of calculation of the payment that such
balance shall be based upon the average number of
shareholder accounts in the Trust for the twelve
months prior to the date
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BISYS is replaced or a third party is added by the
Trust.
In the event the Trust is merged into another legal
entity in part or in whole pursuant to any form of
business reorganization or is liquidated in part or
in whole prior to the expiration of the then-current
term of this Agreement, the parties acknowledge and
agree that the one-time cash payment set forth above
shall be applicable in those instances in which BISYS
is not retained to provide services consistent with
this Agreement, including the level of assets subject
to such services. The one-time cash payment
referenced above shall be due and payable within
thirty (30) days following the first day on which
BISYS is replaced or a third party is added by the
Trust.
The parties further acknowledge and agree that, in
the event BISYS is replaced, or a third party is
added, as set forth above, (i) a determination of
actual damages incurred by BISYS would be extremely
difficult, and (ii) the cash payment provision
contained herein is intended to adequately compensate
BISYS for damages incurred and is not intended to
constitute any form of penalty.
4. Schedule B to the Agreement, entitled "TRANSFER AGENT FEES",
shall be amended by replacing the sections entitled "Annual
Per Fund Fee", "Annual Per Account Fee" and "Multiple Classes
of Shares" with the following:
BISYS shall be entitled to receive the following per
account fees: $22.30 per open account and $7.00 per
closed account, each of which is subject to the
following annual minimum fees: (i) $25,000 per Fund
and (ii) $20,000 per separate share class, excluding
the first share class that has been created.
5. This Amendment may be executed in one or more counterparts,
each which will be deemed an original, but all of which
together shall constitute one and the same instrument.
6. Except as specifically set forth herein, all other provisions
of the Agreement shall remain in full force and effect.
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first written above.
THE EMPIRE BUILDER TAX FREE
BOND FUND
By: /s/ Michael J. Lynch
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Title: Senior Vice President
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BISYS FUND SERVICES, INC.
By: /s/ William J. Tomko
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Title: President
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