Exhibit 23(g)(4)
FORM OF
AMENDMENT TO CUSTODY AGREEMENT
THIS AMENDMENT TO CUSTODY AGREEMENT (the "Amendment") is made and entered
into as of __________, 2006 by and among THE EMPIRE BUILDER TAX FREE BOND FUND
("Fund"), a Massachusetts trust, and STATE STREET BANK AND TRUST COMPANY, a
Massachusetts trust company ("State Street" or the "Custodian").
WITNESSETH:
WHEREAS, Fund and Investors Fiduciary Trust Company are parties to that
certain Custody Agreement dated as of March 17, 1992 (the "Agreement"); and
WHEREAS, State Street has succeeded to the interests of Investors
Fiduciary Trust Company; and
WHEREAS, Fund and State Street desire to amend and supplement the
Agreement upon the following terms and conditions.
NOW THEREFORE, for and in consideration of the mutual promises contained
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Fund and State Street hereby agree that the
Agreement is amended and supplemented as follows:
1. The following provision is hereby added to the Agreement as 3.C.1:
In accordance with the foregoing, Custodian shall release and deliver
portfolio securities acquired by the Fund or monies then owned by the Fund
upon receipt of "instructions", which may be continuing instructions when
deemed appropriate by the parties, in the following cases:
a. For delivery as initial or variation margin in connection with
futures or options on futures contracts entered into by the Fund;
and
b. For any other purpose, but only upon receipt of instructions from
the Fund specifying the Assets of the Fund to be delivered and
naming the person or persons to whom delivery of such Assets shall
be made.
2. General Provisions. This Amendment will at all times and in all respects
be construed, interpreted, and governed by the laws of the Commonwealth of
Massachusetts, without giving effect to the conflict of laws provisions
thereof. This Amendment may be executed in any number of counterparts,
each constituting an original and all considered one and the same
agreement. This Amendment is intended to modify and amend the Agreement
and the terms of this Amendment and the Agreement are to be construed to
be cumulative and not exclusive of each other. Except as provided herein,
the Agreement is hereby ratified and confirmed and remains in full force
and effect.
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IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
by their duly authorized officers to be effective as of the date first above
written.
STATE STREET BANK AND TRUST THE EMPIRE BUILDER TAX FREE
COMPANY BOND FUND
By: By:
------------------------ ------------------------
Name, Title: Name, Title:
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The Empire Builder Tax-Free Bond Fund (the "Trust") is a Massachusetts business
trust and a copy of the Agreement and Declaration of Trust of the Trust is on
file with the Secretary of The Commonwealth of Massachusetts. Notice is hereby
given that this Agreement is executed on behalf of the Trustees of the Trust as
Trustees and not individually, and that the obligations of or arising out of
this Agreement with respect to each series of the Trust are not binding upon any
of the Trustees or shareholders individually, but are binding only upon the
assets and property of the Trust.