THIRD AMENDMENT TO TRANSFER AGENCY AGREEMENT
EXHIBIT
(h.7)
THIRD
AMENDMENT
TO
This
Third Amendment to Transfer Agency Agreement (this “Amendment”), dated as of
February ___, 2008, amends that certain Transfer Agency Agreement, dated as
of
October 22, 2001 (the “Agreement”), as previously amended on September 1, 2005,
and on November 14, 2007 (the “Prior Amendments”), and is entered
into
between Heartland Group Inc., a Maryland corporation (the “Fund Company”), and
Citi Fund Services Ohio, Inc., an Ohio corporation, formerly known as BISYS
Fund
Services Ohio, Inc. (“Citi”).
RECITALS
WHEREAS,
pursuant to the Agreement, Citi performs certain transfer agency services for
the existing class of shares of each mutual fund series of the Fund Company
(the
“Funds”).
WHEREAS,
the Funds wish to begin offering a new class of shares, and the parties desire
that Citi perform transfer agency services with respect to the new class of
shares of the Funds in accordance with the terms of the Agreement, as amended
by
the Prior Amendments, for the fees set forth therein.
WHEREAS,
the Fund Company and Citi wish to amend the Agreement to memorialize the
agreement that Citi will provide transfer agency services with respect to the
new share class to be offered by the Funds.
NOW,
THEREFORE, in consideration of the mutual covenants and agreements set forth
herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby amend the
Agreement in accordance with the terms thereof and otherwise agree as
follows:
1. Amendments.
(a) The
first
recital of the Agreement is hereby replaced in its entirety with the
following:
WHEREAS,
the Company desires that Citi Fund Services Ohio, Inc. (formerly BISYS Fund
Services Ohio, Inc.) perform certain services for each share class (each a
“Class” and collectively, the “Classes”) of each portfolio of the Company
(each
a
“Fund” and collectively, the “Funds”).
2. Further
Assurances.
Each of the parties to this Amendment agrees to use its best efforts to take,
or
cause to be taken, all action, and to do, or cause to be done as promptly as
practicable, all things necessary, proper or advisable under applicable laws
and
regulations to consummate and make effective the intent of the parties
contemplated by this Amendment.
3. Ratification.
Except
as expressly amended by this Amendment, the terms and conditions of the
Agreement, as amended by the Prior Amendments, are hereby confirmed and shall
remain in full force and effect without impairment or modification.
4. Conflict.
In the event of any conflict between the Agreement and this Amendment, the
terms
of this Amendment shall govern.
5. Certain
Defined Terms.
Capitalized terms used but not defined herein shall have the meanings given
to
such terms in the Agreement.
6. Binding
Effect.
The
Fund Company and Citi acknowledge and agree that this Amendment complies with
all of the applicable terms and conditions set forth in the Agreement that
are
necessary to effect an amendment to the Agreement that binds the parties and
therefore, upon the execution and delivery hereof by the parties, this Amendment
shall have such binding effect.
7. Governing
Law.
This
Amendment shall be governed by, and construed in accordance with, the laws
of
the State of Ohio, without giving effect to applicable principles of conflicts
of law that would require the application of the laws of any other
jurisdiction.
8. Counterparts.
This
Amendment may be executed in any number of counterparts, each of which shall
be
deemed to be an original, and all of which taken together shall constitute
one
and the same instrument.
IN
WITNESS WHEREOF, the parties have caused this Amendment to be duly executed
by
their respective authorized representatives as of the day and year first above
written.
CITI
FUND
SERVICES OHIO, INC.
__________________________________________
Name:
Title:
HEARTLAND
GROUP, INC.
__________________________________________
Name:
Title: