Exhibit 23(h)(1)(f)
ASSIGNMENT AGREEMENT
This Assignment Agreement (this "Agreement") is made as of October 1,
2008, by and among Citi Fund Services Ohio, Inc., an Ohio corporation ("Citi
Ohio"), Citi Funds Services, Inc., formerly known as BISYS Fund Services. Inc.
("BISYS"). and The Empire Builder Tax Free Bond Fund, a Massachusetts business
trust ("Empire").
WHEREAS, BISYS and Empire entered into a certain Transfer Agency
Agreement, dated October 1, 1996, as amended (the "Transfer Agency Agreement"),
whereby BISYS agreed to perform certain transfer agent services for Empire;
WHEREAS, BISYS desires to assign the Transfer Agency Agreement to its
affiliate, Citi Ohio; and
WHEREAS, Empire consents to the assignment of the Transfer Agency
Agreement from BISYS to Citi Ohio,
NOW THEREFORE, in consideration of the foregoing, the agreements set forth
herein and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto hereby agree as follows:
1. Assignment and Assumption. Effective as of October 1, 2008, BISYS
assigns all of its rights under the Transfer Agency Agreement to
Citi Ohio, together with all property of Empire regarding the above
that is in the possession of BISYS. The parties hereto acknowledge
and agree that Citi Ohio will assume all liabilities, duties and
obligations under the Transfer Agency Agreement.
2. Consent. Empire hereby consents to the assignment and assumption
described above. Empire represents and warrants that it is
authorized and empowered to execute and deliver this Agreement.
3. Miscellaneous. This Agreement reflects the entire agreement of the
parties with respect to its subject matter, and supersedes all
previous written or oral negotiations, commitments and writings. For
the convenience of the parties and to facilitate execution, this
Agreement may be executed in two or more counterparts, each of which
shall be deemed an original, but all of which shall constitute one
and the same document. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective
successors and assigns. This Agreement shall be governed by and
construed under the internal laws of the State of Ohio. If any term,
covenant or condition of this Agreement is held to be invalid,
illegal or unenforceable in any respect, all other terms, covenants
and conditions of this Agreement shall remain legal, valid and
enforceable and in full force and effect. This Agreement and any
provisions hereof may not be modified, amended, waived, extended,
changed, discharged or terminated orally, or by any act or failure
to act on the part of any party hereto, but only by an agreement in
writing signed by the party against whom the
Exhibit 23(h)(1)(f)
enforcement of any modification, amendment, waiver, extension,
change, discharge or termination is sought.
CITI OHIO Citi Fund Services Ohio, Inc.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: President
Date: 09-24-08
BISYS Citi Fund Services, Inc.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: President
Date: 09-24-08
EMPIRE The Empire Builder Tax Free Bond Fund
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Senior Vice President
Date: 09-23-08
