EXHIBIT (m.2)
Distribution Agreement
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(under Rule 12b-1)
Date: __________________
Ladies and Gentlemen:
This letter will confirm our understanding and agreement with respect to
payments to be made to you pursuant to a plan of distribution adopted by
Heartland Group, Inc. (the "Fund") pursuant to Rule 12b-1 (the "Plan") under the
Investment Company Act of 1940 (the "Act") with respect to those series of the
Fund's shares (the "Shares") identified on Schedule A to this Agreement, as
modified from time to time by the Fund. The Plan and this related agreement
have been approved by a majority of the Directors of the Fund, including a
majority of the Directors who are not interested persons of the Fund and who
have no direct or indirect financial interest in the operation of the Plan or
any related agreements (the "Disinterested Directors"), cast in person at a
meeting called for the purpose of voting thereon. Such approval included a
determination that, in the exercise of reasonable business judgment and in light
of their fiduciary duties, there is a reasonable likelihood that the Plan will
benefit the Fund and its shareholders. The Plan has also been approved by a
vote of at least a majority of the outstanding voting securities, as defined in
the Act, of each series of Shares.
1. To the extent you provide distribution and marketing services in the
promotion of the Shares, including furnishing services and assistance to your
customers who invest in and own Shares, including, but not limited to, answering
routine inquiries regarding the Fund, assisting in changing distribution
options, account designations and addresses, we shall pay you a fee of 0.25% on
an annual basis of the average daily net asset value of Fund Shares which are
owned of record by your firm as nominee for your customers or which are owned by
those customers of your firm whose records, as maintained by the Fund or its
agent, designate your firm as the customer's dealer of record. We reserve the
right to increase, decrease or discontinue the fee at any time in our sole
discretion upon written notice to you.
The fee will be calculated and paid quarterly. Payment of such quarterly
fee shall be made within 45 days after the close of each quarter for which such
fee is payable.
2. You shall furnish us and the Fund with such information as shall
reasonably be requested by the Directors of the Fund with respect to the fees
paid to you pursuant to this Agreement.
3. We shall furnish to the Directors of the Fund, for their review, on a
quarterly basis a written report of the amounts expended under the Plan by us
and the purposes for which such expenditures were made.
4. This Agreement may be terminated in its entirety or with respect to
the Shares of any one or more of the series identified on Schedule A by the vote
of a majority of the Disinterested Directors of the Fund or by a vote of
majority of the outstanding Shares of the particular Series on sixty (60) days'
written notice, without payment of any penalty. It will be terminated by any
act which terminates either the Distribution Agreement between the Fund and us
or the Dealer Agreement between your firm and us and shall terminate immediately
in the event of its assignment as that term is defined in the Act. This
Agreement may be amended by us upon written notice to you, and you shall be
deemed to have consented to such amendment upon effecting any purchases of
Shares for your own account or on behalf of any of your customer's accounts
following your receipt of such notice.
5. The provisions of the Distribution Agreement between the Fund and us,
insofar as they relate to the Plan, are incorporated herein by reference. This
Agreement shall become effective on the date accepted by you and shall continue
in full force and effect so long as the continuance of the Distribution
Agreement and the Plan and this Agreement are approved at least annually by a
vote of the Disinterested Directors, cast in person at a meeting called for the
purpose of voting thereon. All communications to us should be sent to the above
address. Any notice to you shall be duly given if mailed or telegraphed to you
at the address specified by you below. This agreement shall be construed under
the laws of the State of Wisconsin.
HEARTLAND ADVISORS, INC.
By:
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(Authorized Signature)
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Accepted:
_____________________________________________
(Dealer's Name)
_____________________________________________
(Street Address)
_____________________________________________
(City) (State) (ZIP)
_____________________________________________
(Phone Number)
By: ________________________________________
(Authorized Signature of Dealer)
________________________________________
(Print Name)
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SCHEDULE A
This Distribution Agreement shall extend to and include only the following
series of Heartland Group, Inc.'s Common Stock (the "Shares"):
1. Heartland Large Cap Value Fund.
2. Heartland Mid Cap Value Fund.
3. Heartland Value Plus Fund.
4. Heartland Value Fund
5. Heartland U.S. Government Securities Fund.
6. Heartland Taxable Short Duration Municipal Fund
7. Heartland Short Duration High-Yield Municipal Fund.
8. Heartland High-Yield Municipal Bond Fund.
