Exhibit 23(h)(2)(e)
THIRD AMENDMENT TO
ADMINISTRATION AGREEMENT
AMENDMENT made as of the 20th day of June, 2007, between THE EMPIRE
BUILDER TAX FREE BOND FUND, (the "Trust"), a Massachusetts business trust having
its place of business at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, and BISYS
FUND SERVICES OHIO, INC. ("BISYS"), having its principal place of business at
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, to that certain Administration
Agreement, dated October 1, 1996, between the Trust and BISYS, which was amended
on January 1, 2000, and September 21, 2001 (as amended and in effect on the date
hereof, the "Agreement"). All capitalized terms used but not defined herein
shall have the meanings given to them in the Agreement.
WHEREAS, pursuant to the Agreement, BISYS performs certain administration
services for the Trust with respect to its investment portfolios (the
"Portfolios");
WHEREAS, BISYS and the Trust desire to amend and modify certain terms of
the Agreement as set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants and promises
hereinafter contained and for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Trust and BISYS hereby agree as
follows:
1. Amendments.
(a) Article 12 of the Agreement shall be deleted in its entirety and
replaced with the following:
"Any notice provided hereunder shall be sufficiently given when sent
by registered or certified mail to the party required to be served
with such notice at the following address, or at such other address
as such party may from time to time specify in writing to the other
party pursuant to this Section 12, if to the Trust, at ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, and if to BISYS, at BISYS Fund
Services Ohio, Inc., ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attn:
President, with a copy to The BISYS Group, Inc., ▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attn: General Counsel."
(b) Schedule A of the Agreement, shall be amended by deleting the fee
schedule contained in the section entitled "Fees" (as amended by Section 6 of
the Amendment dated January 1, 2000) and replacing it with the following:
"Fourteen one-hundredths of one percent (.14%) of the Trust's
average daily net assets, subject to an annual minimum fee of
$200,000.00."
(c) Schedule A shall be further amended by deleting the first two
sentences of the first paragraph of the Section entitled "Term" and replacing
them with the following:
"The initial term of this Agreement shall be for a period commencing
on January 1, 2008, and ending on December 31, 2008. The Agreement
shall be renewed automatically for successive periods of one year
after the Initial Term, unless written notice of nonrenewal is
provided by either party not less than sixty days prior to the end
of the then-current term. Notwithstanding the foregoing, this
Agreement may be terminated by either party upon the provision of
one hundred eighty (180) days' advance written notice, from the
Board of Trustees of the Trust, or from BISYS, respectively."
2. Representations and Warranties.
(a) The Trust represents (i) that it has full power and authority to enter
into and perform this Amendment (ii) that this Amendment, and all information
relating thereto has been presented to and reviewed by the Board of Trustees of
the Trust (the "Board"), and (iii) that the Board has approved this Amendment.
(b) BISYS represents that it has full power and authority to enter into
and perform this Amendment.
3. Effective Date.
This Amendment shall be effective as of January 1, 2008.
4. Miscellaneous.
(a) This Amendment supplements and amends the Agreement. The provisions
set forth in this Amendment supersede all prior negotiations, understandings and
agreements bearing upon the subject matter covered herein, including any
conflicting provisions of the Agreement or any provisions of the Agreement that
directly cover or indirectly bear upon matters covered under this Amendment.
(b) Each reference to the Agreement in the Agreement (as it existed prior
to this Amendment) and in every other agreement, contract or instrument to which
the parties are bound, shall hereafter be construed as a reference to the
Agreement as amended by this Amendment. Except as provided in this Amendment,
the provisions of the Agreement remain in full force and effect. No amendment or
modification to this Amendment shall be valid unless made in writing and
executed by both parties hereto.
(c) Paragraph headings in this Amendment are included for convenience only
and are not to be used to construe or interpret this Amendment.
(d) This Amendment may be executed in counterparts, each of which shall be
an original but all of which, taken together, shall constitute one and the same
agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed all as of the day and year first above written.
THE EMPIRE BUILDER TAX FREE BOND FUND
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Director, Mutual Funds
BISYS FUND SERVICES OHIO, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: President