AMENDMENT TO TRANSFER AGENCY AGREEMENT, FUND ACCOUNTING AGREEMENT AND BLUE SKY SERVICES AGREEMENT
EXHIBIT
(h.6)
AMENDMENT
TO
TRANSFER
AGENCY AGREEMENT,
FUND
ACCOUNTING AGREEMENT AND
BLUE
SKY SERVICES AGREEMENT
This
Amendment, dated as of November 14, 2007 (the "Amendment"), amends the Fund
Accounting Agreement dated as of June 30, 2000 (as amended to date, the
"Fund Accounting Agreement"), the Transfer Agency Agreement dated as of
October 22, 2001 (as amended to date, the "TA Agreement"), and the Blue Sky
Services Agreement dated as of October 22, 2001 (as amended to date, the
"Blue Sky Agreement," and together with the Fund Accounting Agreement and the
TA
Agreement, the "Agreements"), each between Heartland Group, Inc., a Maryland
corporation (the "Company"), and Citi Fund Services Ohio, Inc., an Ohio
corporation formally known as BISYS Fund Services Ohio, Inc. ("Citi"), each
of
the Agreements as amended by an Amendment dated September 1, 2005 (the
"Prior Amendment"). Capitalized terms not otherwise defined herein shall have
the meanings given to them in the Agreements.
WHEREAS,
pursuant to the Agreements, Citi performs certain services for the Funds;
and
WHEREAS,
the parties wish to amend each of the Agreements as set forth
below;
NOW,
THEREFORE, Citi and the Company, in exchange for good and valuable
consideration, the receipt and sufficiency of which is acknowledged by the
parties, agree as follows:
| 1. |
Extension
of Terms.
|
The
Initial Term of the TA Agreement, the Initial Term of the Blue Sky Agreement
and
the current Rollover Period of the Fund Accounting Agreement are each hereby
extended through August 30, 2008.
| 2. |
Service
Standards.
|
Schedule 2
of the Prior Amendment shall be deleted in its entirety. Citi agrees to perform
the services set forth in the Agreements in accordance with the service
standards set forth in Schedule 1 attached hereto.
| 3. |
Representations
and Warranties.
|
(a) The
Company represents that (i) it has full power and authority to enter into
and perform this Amendment; (ii) this Amendment, and all information
relating thereto has been presented to and reviewed by the Company's Board
of
Directors (the "Board"); and (iii) that the Board has approved this
Amendment.
(b) Citi
represents that it has full power and authority to enter into and perform this
Amendment.
| 4. |
Miscellaneous.
|
(a) This
Amendment supplements and amends each of the Fund Accounting Agreement, the
TA
Agreement and the Blue Sky 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 provision of any of
the
Agreements or any provision of any Agreement that directly covers or indirectly
bears upon matters covered under this Amendment.
(b) Each
reference to the Agreements in any of the Agreements (as they 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 such
Agreements as amended by this Amendment. Except as provided in this Amendment,
the provisions of each of the Agreements remain in full force and
effect.
(c) No
amendment or modifications to this Amendment shall be valid unless made in
writing and executed by both parties hereto.
(d) Paragraph
headings in this Amendment are included for convenience only and are not to
be
used to construe or interpret this Amendment.
(e) 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, a duly authorized officer of each party has signed this
Amendment as of the date set forth above.
CITI
FUND SERVICES OHIO, INC.
By:
/s/
▇▇▇▇
▇▇▇▇▇▇▇
Name: ▇▇▇▇
▇▇▇▇▇▇▇
Title:
President
HEARTLAND
GROUP, INC.
By:
/s/
▇▇▇▇ ▇.
▇▇▇▇▇
Name: ▇▇▇▇
▇.
▇▇▇▇▇
Title:
Vice President and Secretary
2
EXHIBIT
(h.6)
SCHEDULE
1
TO
THE AMENDMENT TO THE
TRANSFER
AGENCY AGREEMENT, FUND ACCOUNTING AGREEMENT AND
BLUE
SKY SERVICES AGREEMENT
SERVICE
LEVEL STANDARDS
Pursuant
to Section 2 of this Amendment, Citi agrees to perform the services
described in the Agreements in accordance with the service standards set forth
in this Schedule 1. The parties agree that such service standards may be
revised from time to time, by mutual agreement. These service standards replace
the service standards set forth in the Agreements.
In
the
event that Citi fails to meet a service standard in any particular month, Citi
agrees to take appropriate corrective measures during the following month in
order to be in compliance with such standard at the end of such following month.
In the event that Citi fails to meet the same service standard in three months
(the third of such three months being referred to as the "Trigger Month") in
any
six-month period, the fees payable to Citi for the month following the Trigger
Month shall be reduced as set forth in the table below. Measurements and
reporting of the services standards will occur at the Citi services team level,
which will include clients other than the Company.
The
service standards are subject to all terms and conditions of the Agreements,
including without limitation, provisions relating to force majeure and standard
of care, and Citi shall not be subject to the service standards set forth herein
when (i) Citi has declared a disaster and must operate pursuant to its
disaster recovery and business continuity plan; and/or (ii) in the case of
events beyond Citi's reasonable control including, without limitation, force
majeure events. In addition, it is understood and agreed that the service
standards are dependent upon timely cooperation and timely authorization by
the
Company, its investment adviser and other third parties. Citi shall have no
liability for any failure to meet service standards that, directly or
indirectly, arises from actions, delays or failures of the Company or its
investment adviser or other third parties.
The
required performance standard associated with a function will be measured by
dividing the total number of times that function was correctly performed during
the month by the total number of times that function occurred during the month.
With respect to transfer agency-related performance standards for call center
abandon rate and call center service level, calculations are based on Citi's
service team level's performance where measurements are based on overall
performance of the team servicing multiple clients, including the
Company.
|
Item
|
Standard
|
Fee
Reduction
|
|
7
Financial Services Auto Files (Fund Price, Position, Security, Tax
Lot,
Issuer and Rate)
|
100%
of files delivered by 5:45 p.m. CST each business day
|
$500
|
|
Item
|
Standard
|
Fee
Reduction
|
|
5
Financial Services Batch Files (BSFILE, Price, Security, Holdings,
Tax
Lot)
|
Expected
delivery by 5:00 p.m. CST
Penalty:
100% of files delivered by 6:00 p.m. CST each business day
|
$500
|
|
Daily
Cash File
|
Expected
delivery by 9:00 a.m. CST
Penalty:
Delivered by 9:30 a.m. CST each business day
|
$250
|
|
Blue
Sheet File
|
Expected
delivery by 5:00 p.m. CST
Penalty:
Delivered by 6:00 p.m. CST each business day
|
$250
|
|
Custody
Reconciliation
|
Delivered
each Friday by 5:00 p.m. CST
|
$250
|
|
Financial
Transactions
|
98%
accuracy
Heartland
Specific QA Results
This
standard is to become effective with the reporting for the month
of
November, 2007
|
1%
of monthly TA Service Fees
|
|
Accounting
Maintenance
|
98%
accuracy
Heartland
Specific QA Results
This
standard is to become effective with the reporting for the month
of
November, 2007
|
1%
of monthly TA Service Fees
|
|
New
Account Set-Up
|
95%
accuracy
Heartland
Specific QA Results
This
standard is to become effective with the reporting for the month
of
November, 2007
|
1%
of monthly TA Service Fees
|
|
Account
Statements
|
100%
mailed within five business days
|
1%
of monthly TA Service Fees
|
|
Daily
Confirms
|
100%
mailed within three business days
|
1%
of monthly TA Service Fees
|
|
Correspondence
|
100%
mailed within five business days
|
1%
of monthly TA Service Fees
|
2
|
Item
|
Standard
|
Fee
Reduction
|
|
Call
Center Abandon Rate
|
2%
or less
|
1%
of monthly TA Service Fees
|
|
Call
Center Service Level
|
85%
of calls answered within 20 seconds
|
1%
of monthly TA Service Fees
|
|
Privacy
Violations
|
Any
violation as defined by Regulation S-P and agreed upon by CCO's of
each party
|
1%
of monthly TA Service Fees
|
3