AMENDMENT NO. 1 TO TRANSFER AGENCY AND SERVICES AGREEMENT
Exhibit
(h.7)
AMENDMENT NO. 1
TO
This
Amendment No. 1 to Transfer Agency and Services Agreement (the “Amendment”)
effective as of this 14th day
of August, 2008, between Heartland Group, Inc., organized as a corporation under
the laws of the State of Maryland (the “Fund”), and ALPS Fund
Services, Inc., a Colorado corporation (“ALPS”).
WHEREAS,
the Fund and ALPS had previously entered into that certain Transfer Agency and
Services Agreement, dated as of August 13, 2008 (the “Agreement”);
WHEREAS,
Section 19 of the Agreement provides that the Agreement may be amended by the
parties in writing; and
WHEREAS,
the Fund and ALPS wish to amend the Agreement to provide for additional services
to be performed by ALPS and to set forth the fees for those additional
services.
NOW,
THEREFORE, in consideration of the premises and mutual covenants herein
contained, the parties hereto agree as follows:
1. Appendix
B of the Agreement is hereby amended to add a new subsection (e) as set forth
below after the lead-in sentence “In addition, ALPS will perform the following
services:” and to re-letter the current subsection (e) as “(f)”:
(e) (i)
Provide via a secure website automated trade surveillance and exception
monitoring and reporting to the Fund to assist the Fund in complying with its
responsibilities under Rule 22c-2 of the 1940 Act; (ii) provide the Fund
with the ability to analyze trading based on Fund parameters; (iii) provide
the Fund with the ability to generate monthly or quarterly exception reports, by
execution or account, detailing trading patterns that violate Fund parameters;
and (iv) provide the Fund with the ability to record and track trading
violations as well as Fund research and resolution efforts to assist the Fund
with its reporting and monitoring responsibilities; and
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2.
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Appendix
C of the Agreement is hereby amended to add the following fee
schedule:
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Rule 22c-2 Monitoring
Fees
Initial
one-time system set-up - $2,500.00
Includes:
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Connectivity
via the Internet
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Establishment
of technical environment for production and pre-production
testing
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One
branded web interface
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Up
to 50 CUSIPS to be monitored
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NSCC
connectivity
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Data
conversion and import of dealer and fund information from
PowerAgent
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Four
hours of initial training
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Hosted
application setup
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Monthly
fee - $1,100.00 base + $250 per portfolio1
Includes:
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ALPS
will coordinate setup of reporting thresholds and provide Fund with
exception reports on a monthly/quarterly
basis
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Administer
the exception reporting process
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o
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Provide
analysis and supporting data from various
broker/dealers
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Request
additional information from broker/dealers as
needed
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Importation
of the records and files necessary to describe an account
transaction
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NSCC
data charges
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NSCC
and PR3 file loaders
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Up
to two years of data storage
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Maintenance
and support
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Additional
monthly fee - $250.00
This fee
is based on ALPS requesting information daily/weekly/monthly and analyzing data
once a month.
Includes:
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ALPS
initiating all data requests for all omnibus
intermediaries
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ALPS
establishing all market timing rules based on the Fund’s
specifications
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ALPS
contacting any market timers identified by the Fund to halt trading when
necessary
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The Fund
agrees to pay the additional fees set forth above for (i) the initial
system set-up, (ii) those services set forth in monthly fee and
(iii) the additional monthly fee.
3. Except
to the extent expressly amended hereby, the provisions of this Agreement remain
in full force and effect.
4. The
provisions of this Amendment shall be construed and interpreted in accordance
with the laws of the State of Colorado and the Investment Company Act of 1940,
as amended (the “1940 Act”), and the rules thereunder. To the extent
that the laws of the State of Colorado conflict with the 1940 Act or such rules,
the latter shall control.
5. This
Amendment may be executed by the parties hereto on any number of counterparts,
and all of said counterparts taken together shall be deemed to constitute one
and the same instrument.
6. This
Amendment to the Agreement and the Agreement embodies the entire agreement and
understanding among the parties and supersedes all prior agreements and
understandings relating to the subject matter hereof and thereof; provided,
however, that ALPS may embody in one or more separate documents its agreement,
if any, with respect to delegated duties and oral instructions.
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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.
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ALPS
FUND SERVICES, INC.
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HEARTLAND
GROUP, INC
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By:
/s/ Xxxxxx X. May
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By:
/s/ Xxxx X. Xxxxx
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Name:
Xxxxxx X. May
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Name:
Xxxx X. Xxxxx
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Title:
Managing Director
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Title:
Vice President and
Secretary
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