Amendment No. 1 to Transfer Agent Interactive Client Services Agreement
Exhibit
(h.9)
Amendment
No. 1 to Transfer Agent Interactive Client Services Agreement
This
Amendment No. 1 (this “Amendment”) is dated as of October __, 2008, to the
Transfer Agent Interactive Client Services Agreement (the “Agreement”), dated as
of August 13, 2008, between Heartland Group, Inc. (the “Fund”) and ALPS Fund
Services, Inc. (“ALPS”).
WHEREAS,
ALPS and the Fund wish to amend the Agreement to include remote access services
(“Remote Access”) provided by ALPS to the Fund.
NOW
THEREFORE, in consideration of the premises and mutual covenants hereinafter
contained, the parties hereto agree as follows:
1. Section
2(a) of the Agreement is hereby deleted in its entirety and replaced with the
following:
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(a)
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The
Fund hereby appoints ALPS to provide the services set forth in Appendix B,
Appendix
C, Appendix F and
Appendix
G attached hereto, as amended from time to time, upon the terms and
conditions hereinafter set forth. ALPS hereby accepts such
appointment and agrees to furnish such specified services. ALPS
shall for all purposes be deemed to be an independent contractor and
shall, except as otherwise expressly authorized in this Agreement, have no
authority to act for or represent the Fund in any way or otherwise be
deemed an agent of the Fund.
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2.
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The
Agreement is hereby amended to addAppendix D-1
(Remote Access Fee Schedule).
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3.
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Section
3 of the Agreement is hereby deleted in its entirety and replaced with the
following:
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3.
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ALPS Compensation;
Expenses. In consideration for the services to be
performed hereunder by ALPS, the Fund shall pay ALPS the fees and
reasonable out-of-pocket expenses and advances listed in Appendix D and
▇▇▇▇▇▇▇▇
▇-▇ hereto. In addition, any other expenses incurred by
ALPS at the request or with the consent of the Fund will be reimbursed by
the Fund. Such fees and out-of-pocket expenses and advances
identified in Appendix D and
▇▇▇▇▇▇▇▇
▇-▇ below may be changed from time to time by ALPS on thirty (30)
days written notice to the Fund. Notwithstanding anything to
the contrary in this Agreement, fees billed for the services to be
performed by ALPS under this Agreement are based on information provided
by the Fund and such fees are subject to renegotiation between the parties
to the extent such information is determined to be materially different
from what the Fund originally provided to
ALPS.
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4.
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The
Agreement is hereby amended to addAppendix E-1
(Security Procedures – Remote Access
Services).
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5.
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Section
8 of the Agreement is hereby deleted in its entirety and replaced with the
following:
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Exhibit
(h.9)
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8.
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Security
Procedures. ALPS may, but shall not be required to,
modify the Security Procedures set forth in Appendix E and
Appendix
E-1 from time to time to the extent it believes, in good faith,
that such modifications will enhance the security of the
ICS. All data and information transmissions via the ICS are for
informational purposes only, and are not intended to satisfy regulatory
requirements or comply with any laws, rules, requirements or standards of
any federal, state or local governmental authority, agency or industry
regulatory body, including the securities industry, which compliance is
the sole responsibility of the
Fund.
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6.
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The
Agreement is hereby amended to add Appendix G
(Remote Access).
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7.
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Except
as specifically set forth herein, all other provisions of the Agreement
shall remain in full force and effect. Any items not herein
defined shall have the meaning ascribed to them in the
Agreement.
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[signature
page follows]
2
Exhibit
(h.9)
IN
WITNESS WHEREOF, the parties hereto have duly executed and delivered this
Amendment as of the day and year first above written.
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HEARTLAND
GROUP, INC.
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ALPS
FUND SERVICES, INC.
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By:
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/s/
▇▇▇▇ ▇. ▇▇▇▇▇
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By:
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/s/
▇▇▇▇▇▇ ▇. May
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Name:
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▇▇▇▇
▇. ▇▇▇▇▇
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Name:
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▇▇▇▇▇▇
▇. May
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Title:
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Vice
President and Secretary
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Title:
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Managing
Director
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Exhibit
(h.9)
APPENDIX
D-1
REMOTE ACCESS FEE
SCHEDULE1
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Setup
Fees
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Inquiry
Only
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$2,000
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Monthly
Fee
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Up
to 2 Users
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$500
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Each
Additional User
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$50
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Out-of-Pocket
Expenses
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Expenses
may be incurred by ALPS from third parties for the provision of Remote
Access services, including but not limited to, any client-requested
customization to reports or functionality within PowerAgent and performed
by a third party. These expenses will be directly passed
through to the
Fund.
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Exhibit
(h.9)
APPENDIX
E-1
SECURITY PROCEDURES – REMOTE
ACCESS SERVICES
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1.
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Password
Requirements
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User
authentication will occur through a Windows Active Directory
domain. User passwords will be required to be a minimum of eight (8)
characters long and meet the requirements of a strong
password. Passwords must be reset every 45 days.
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2.
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Encryption
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The
application will be delivered via the Citrix ICA protocol and communications
protected using either TLS1.0 or SLLv3 128-bit encryption.
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3.
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Network
Access Control
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The
gateway and application server farm will reside in the Denver data
center. The gateway server resides behind a firewall in a DMZ and
only access over port 443 will be allowed from the Internet. The
gateway server will accept client requests and forward them on to the
application server farm in the internal ALPS’ network. These
communications will be validated using a secure ticketing authority and
encrypted between the gateway and the application server farm using an SSL
relay.
The
gateway and application farm servers will be hardened utilizing Microsoft and
Citrix recommended procedures.
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4.
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Independent
Security Review
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Network
security assessments are performed on a periodic basis to ensure that ALPS’
systems are secure and meet industry security standards and best
practices.
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5.
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Limitation
of Users
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Access by
ALPS’ personnel to the gateway and application server farm is restricted within
ALPS to a limited number of users based upon ALPS’ system administration
requirements or processing requirements, as determined by appropriate ALPS’
systems and department managers.
5
Exhibit
(h.9)
APPENDIX
G
REMOTE
ACCESS
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1.
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Remote Access
Services. The Fund has requested, and ALPS will provide, Remote
Access Services (“Remote Access”) as one of the Interactive Client
Services (“ICS”) provided pursuant to the terms of the Agreement between
the Fund and ALPS. Through Remote Access, the Fund will have access to
ALPS’ transfer agency system, via a secure sockets layer virtual private
network.
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2.
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ALPS
Responsibilities. In connection with its performance of Remote
Access, ALPS shall:
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(a)
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designated
members of the ALPS’ Transfer Agency department will handle all
non-technical support; non-technical support refers to general PowerAgent
questions and “how tos” (i.e., being lock out
and/or needing a password reset); the ALPS’ Information Technology support
team will handle technical support, which includes any issues that limit
or prohibit the Fund’s ability to successfully connect and are under ALPS’
control;
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(b)
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coordinate
implementation of Remote Access with Fund technical
staff;
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(c)
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provide
required browser plug-in required to successful connect to Remote
Access;
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(d)
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provide
availability to Remote Access from 8 a.m. to 8 p.m., Eastern Time, Monday
through Friday, unless notice is otherwise provided to the
Fund;
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(e)
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provide
read-only access to the all areas of the transfer agency system including
the following data: Maintain Transactions;
Audit
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Trail;
Account Reps; Accounts; Audit Trail; Fund Transactions; Money
Transactions;
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(f)
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monitor
the users of the Remote Access, indicating on a tracking spreadsheet the
level of access or each active user;
and
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(g)
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perform
all other ALPS’ obligations as set forth in this Amendment and the
Agreement.
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3.
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Fund
Responsibilities. In connection with its use of Remote Access, the
Fund, through its service providers,
shall:
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(a)
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provide
all computers, telecommunications equipment and other data connections,
equipment and software reasonably necessary to access Remote Access, other
than the browser plug-in noted
above;
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(b)
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provide
cooperation of technical support to insure the proper implementation and
continued connectivity to Remote
Access;
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(c)
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provide
ALPS with: a contact for receipt of enhancement and maintenance
notices;
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6
Exhibit
(h.9)
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(d)
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coordinate
its own internal security and IT staff to insure that Remote Access does
not violate any established Fund
policy;
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(e)
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provide
ALPS with pre-determined IP addresses for those
users;
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(f)
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designated
by the Fund to have Remote Access. All users designated by the
Fund will be required to review and accept a terms of use agreement for
Remote Access, which includes adherence to established security policies;
failure for Fund users to do so could result in suspension of Remote
Access;
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(g)
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provide
ALPS with such other written instructions as it may request from time to
time relating to the performance of ALPS’ obligations hereunder;
and
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(h)
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perform
all other Fund obligations as set forth in this Amendment and the
Agreement.
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4.
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Fees. The
current fees payable to ALPS by the Fund for Remote Access are set forth
below in ▇▇▇▇▇▇▇▇ ▇-▇ to
this Amendment. ALPS reserves the right to change billable
rates as it deems necessary upon 30 days’ written notice to the
Fund.
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