HEARTLAND GROUP, INC. AMENDED AND RESTATED RULE 12b-1 PLAN AND AGREEMENT (as of August 1, 2007)
EXHIBIT
(m.1)
HEARTLAND
GROUP, INC.
AMENDED
AND RESTATED
(as
of August 1, 2007)
Pursuant
to the provisions of Rule 12b-1 under the Investment Company Act of 1940
(the
"Act"), the Rule 12b-1 Plan and Agreement (the "Plan") of Heartland Group,
Inc.
("HGI"), a Maryland corporation, adopted by a ma-jority of the directors
of HGI,
including a majority of the directors who are not "interested persons" of
HGI
(as defined in the Act) and who have no direct or indirect financial interest
in
the operation of the Plan or in any agreements related to the Plan (the
"non-interested directors"), is hereby amended and restated as of the date
set
forth below. This Plan shall become effective with respect to each series
or
class (the "Fund") identified in Schedule A attached hereto on the date on
which
the registration of each such series or class becomes effective for such
Fund or
such other date indicated therein.
Section
1.
Fee.
| (a) |
Each
Fund shall pay to the Distributor a fee calculated and paid monthly
at the
annual rate of up to 0.25% of the average daily net asset value of
that
Fund's shares. Any amount of such payment not paid by the Distributor
during a Fund’s fiscal year for distributing and servicing the Fund’s
shares as provided in Section 1(b) shall be reimbursed by the Distributor
to the Fund as soon as practicable after the end of the fiscal
year.
|
| (b) |
Such
payment represents compensation for distributing and servicing the
Fund's
shares. Covered servicing expenses include, but are not limited to,
costs
associated with relationship management, retirement plan enrollment
meetings, investment and educational meetings, conferences and seminars,
and the cost of collateral materials for such events. Covered distribution
ex-penses include, but are not limited to, the printing of prospectuses
and re-ports used for sales purposes, advertisements, expenses of
preparation and printing of sales literature, expenses associated
with
electronic marketing and sales media and communications, and other
sales
or promotional expenses, including any compensation paid to any securities
dealer, or other person who renders assistance in distributing or
promoting the sale of the Fund's shares, who has incurred any distribution
expenses on behalf of the Fund pursuant to either a Dealer Agreement
executed by such party and the Dis-tributor or such other arrangement
authorized by the Distributor and HGI, including a majority of the
non-interested directors, hereunder. Such com-pensation to securities
dealers or other persons shall not exceed 0.25% of the average daily
net
asset value of shares with respect to which they are the dealer or
seller
of record.
|
| (c) |
Each
Fund may, at its discretion and with notice to the Distributor, make
di-rect payments to third parties in respect of covered servicing
expenses
and covered distribution expenses, including shareholder service
fees to
interme-diaries pursuant to services agreements between HGI and the
intermediaries. In the event that a Fund makes such direct payments,
the
Fee that the Dis-tributor shall receive from such Fund pursuant to
Section 1(a) hereof shall be reduced
accordingly.
|
Section
2.
No
payments are to be made by HGI or any Fund to finance or promote sales of
shares
other than pursuant to this Plan.
Section
3.
The
Distributor shall prepare written reports to HGI's Board of Directors on
a
quarterly basis showing all amounts paid under this Plan and the purposes
for
which such payments were made, plus a summary of the expenses incurred by
the
Distributor hereunder, together with such other information as from time
to time
shall be reasonably requested by the Board of Directors of HGI.
2
Section
4.
For
each Fund, the Plan shall remain in effect for one year, and shall continue
in
effect from year to year thereafter only so long as such continuance is
specifically approved at least annually by the vote of a majority of the
directors of HGI, in-cluding a majority of the non-interested directors of
HGI,
cast in person at a meeting called for such purpose.
Section
5.
So long
as the Plan is in effect, nominees for election as non-interested directors
of
HGI shall be selected by the non-interested directors as required by Rule
12b-1
under the Act and the Funds shall comply with such other requirements with
respect to the plan as are applicable under the Investment Company Act of
1940
and rules thereunder.
Section
6.
The
Plan may be terminated with respect to a Fund, without penalty, at any time
by
either a majority of the non-interested directors of HGI or by a vote of
a
major-ity of the outstanding voting securities of that Fund, and shall terminate
automatically in the event of any act that terminates the Distribution Agreement
with the Distributor relating to that Fund. To the extent the Plan is terminated
with respect to any Fund, such termination will not affect the Plan with
regard
to any other Fund unless specifically indicated.
Section
7.
As to
any Fund, the Plan may not be amended to increase materially the amount
authorized by this Plan to be spent for services described hereunder without
ap-proval by a majority of that Fund's outstanding voting securities, and
all
material amend-ments to the Plan shall be approved by a vote of a majority
of
the directors of HGI, includ-ing a majority of the non-interested directors
of
HGI, cast in person at a meeting called for such purpose.
3
Dated
as
of August 1, 2007
| HEARTLAND GROUP, INC. | ALPS DISTRIBUTORS, INC. | |||
| By: | /s/ Xxxx X. Xxxxx | By: | /s/ Xxxxxx X. Xxxxxx | |
| Its: | V.P. & Sec. | Its: | Managing Director | |
4
SCHEDULE
A
Amended
and Restated
Rule
12b-1 Plan and Agreement
Dated
August 1, 2007
The
series and, where applicable, classes of HGI covered by this agreement are
as
follows:
|
Series
|
Effective
Date
|
|
|
Heartland
Value Fund
|
August
1, 2007
|
|
|
Heartland
Value Plus Fund
|
August
1, 2007
|
|
|
Heartland
Select Value Fund
|
August
1, 2007
|
5
