EXHIBIT (m.1)
HEARTLAND GROUP, INC.
AMENDED AND RESTATED
RULE 12b-1 PLAN AND AGREEMENT
(as of March 1, 1999)
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 and most recently amended
as of October 25, 1995, by a majority 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 Heartland Advisors, Inc. (the "Distributor") a
fee calculated and paid monthly at the annual rate of up to 0.25 of
1.00% of the average daily net asset value of that Fund's shares.
(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 expenses include, but are not
limited to, the printing of prospectuses and reports 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 Distributor or such other arrangement authorized
by the Distributor and HGI, including a majority of the non-interested
directors, hereunder. Such compensation to securities dealers or other
persons shall not exceed 0.25 of 1% of the average daily net asset
value of shares with respect to which they are the dealer or seller of
record.
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.
Section 4. For each Fund, the Plan shall remain in effect until April 30,
2000, 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, including 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.
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 majority 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 approval by a majority of that Fund's outstanding voting
securities, and all material amendments to the Plan shall be approved by a vote
of a majority of the directors of HGI, including a majority of the non-
interested directors of HGI, cast in person at a meeting called for such
purpose.
This Plan and the terms and provisions thereof are hereby accepted and agreed to
by HGI and the Distributor as evidenced by their execution hereof.
Dated as of March 1, 1999
HEARTLAND GROUP, INC. HEARTLAND ADVISORS, INC.
By: By:
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Its: Its:
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2
SCHEDULE A
Amended and Restated
Rule 12b-1 Plan and Agreement
Dated March 1, 1999
The series and, where applicable, classes of HGI covered by this agreement are
as follows:
Series Effective Date
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Heartland Large Cap Value Fund March 1, 1999
Heartland Mid Cap Value Fund March 1, 1999
Heartland Value Plus Fund March 1, 1999
Heartland Value Fund March 1, 1999
Heartland Government Fund March 1, 1999
Heartland Taxable Short Duration Municipal Fund March 1, 1999
- No Load Class
Heartland Short Duration High-Yield Municipal Fund March 1, 1999
Heartland High-Yield Municipal Bond Fund March 1, 1999
