EXHIBIT (e.8)
HEARTLAND INVESTOR SERVICES, LLC
0000 Xxxxxxx Xxxx
Xxxxxxxx, Xxxx 00000-0000
SHAREHOLDER SERVICES AGREEMENT
Ladies and Gentlemen:
As the principal underwriter of the shares ("Shares") of certain mutual fund
portfolios ("Funds") of Heartland Group, Inc. ("HGI"), Heartland Investor
Services, LLC (the "Distributor") hereby agrees that you, the undersigned
broker-dealer, shall provide the distribution and shareholder services that are
more fully described kd below.
1. We represent and warrant to you that the shareholder services described
herein have been authorized pursuant to a Distribution and Shareholder
Services Plan (the "Plan") adopted by certain of the Funds. The Plan has
been adopted pursuant to Rule 12b-1 under the Investment Company Act of
1940 (the "1940 Act"). It is intended that you shall provide such
shareholder services to your customers ("Customers") who may, from time to
time, beneficially own a Fund's Shares.
2. You represent and warrant to us that (i) you are and will be at all times
relevant to this Agreement a member in good standing of the National
Association of Securities Dealers, Inc. (the "NASD"), and (ii) you are and
will be at all times relevant to this Agreement a broker-dealer properly
registered and qualified under all applicable federal, state and local laws
to engage in the business and transactions described in this Agreement. You
agree to comply with all applicable laws, including federal and state
securities laws, the Rules and Regulations of the Securities and Exchange
Commission and the Rules of Fair Practice of the NASD. We have furnished
you with a list of the states or other jurisdictions in which Shares of the
Funds have been registered for sale under, or are otherwise qualified for
sale pursuant to, the respective securities laws of such states and
jurisdictions. You agree that you will not offer a Fund's Shares to persons
in any jurisdiction in which such Shares are not registered or otherwise
qualified for sale. You further agree that you will maintain all records
required by applicable law or otherwise reasonably requested by us relating
to Fund transactions that you have executed.
3. You agree to provide various types of distribution assistance and
Shareholder support services with respect to a Fund's Shares. Such
distribution assistance and Shareholder support services may include those
items that are enumerated in Schedule A attached hereto and such other
similar services that we may reasonably request to the extent you are
permitted to do so under applicable statutes, rules and regulations.
4. For all purposes of this Agreement, you shall be deemed to be an
independent contractor, and shall have no authority to act as agent for us
or for HGI in any matter or in any respect. No person is authorized to make
any representations concerning us, HGI, or a Fund's Shares except those
representations contained in the Fund's then-current Prospectus and
Statement of Additional Information and in such printed information as we
or HGI may subsequently prepare. You are specifically authorized to
distribute to Customers a Fund's Prospectus (including any supplements to
such Prospectus), its Statement of Additional Information and sales
material received from us. No person is authorized to distribute any other
sales material relating to the Funds without our prior written approval.
You further agree to deliver to Customers, upon our request, copies of
amended Prospectuses and Statements of Additional Information.
5. You and your employees will, upon request, be available during normal
business hours to consult with us concerning the performance of your
responsibilities under this Agreement. You will provide to us and to HGI's
Board of Directors a written report of all expenditures under this
Agreement, including a discussion of the purposes for which such
expenditures were made. In addition, you will furnish to us or to HGI such
information as we or HGI may reasonably request (including, without
limitation, periodic certifications confirming the rendering of
distribution assistance and support services with respect to Shares
described herein), and will otherwise cooperate with us and HGI in the
preparation of reports to HGI's Board of Directors concerning this
Agreement and the monies paid or payable by us under this Agreement, as
well as any other reports or filings that may be required by law.
6. The minimum dollar purchase of a Fund's Shares (including Shares being
acquired by Customers pursuant to the exchange privileges described in the
Fund's Prospectus) shall be the applicable minimum amount set forth in the
Prospectus of such Fund, and no order for less than such amount shall be
accepted by you. The procedures relating to the handling of orders shall be
subject to instructions which we shall forward to you from time to time.
All orders for a Fund's Shares are subject to acceptance or rejection by
HGI or its transfer agent in its sole discretion, and HGI may, in its
discretion and without notice, suspend or withdraw the sale of a Fund's
Shares, including the sale of such Shares to you for the account of any
Customer or Customers. You acknowledge that it is your responsibility to
date and time stamp all orders received by you and to transmit such orders
promptly to us. You further acknowledge that any failure to promptly
transmit such orders to us that causes a purchaser of Shares to be
disadvantaged, based upon the pricing requirements of Rule 22c-1 under the
1940 Act, shall be your sole responsibility. We reserve the right to cancel
this Agreement at any time without notice if any Shares shall be offered
for sale by you at less than the then-current offering price determined by
or for the applicable Fund.
7. For the services provided under this Agreement, you shall receive a fee
calculated at the applicable annual rate of up to .25% of the average daily
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net asset value of the Fund's Shares which are owned of record by you as
nominee for Customers or which are owned by Customers whose records, as
maintained by such Fund or its transfer agent, designate you as the
Customer's dealer of record, which fee will be computed daily and paid
monthly. You understand that the payment of such fees has been authorized
pursuant to the Plans approved by the Board of Directors of the Funds and
shall be paid only so long as this Agreement is in effect. Concerning such
fee payments under this Agreement, you understand and agree that: (i) all
fee payments are subject to the limitations contained in each Funds' Plan,
which may be varied or discontinued at any time; (ii) you shall waive the
right to receive fee payments to the extent any Fund fails to make payments
to us under its distribution agreement with us; (iii) your failure to
provide the services described in Schedule A to this Agreement, as may be
amended by us from time to time, or otherwise comply with the terms of this
Agreement, will render you ineligible to receive any fees; (iv) we may
increase or decrease the fee in our sole discretion at any time upon notice
to you. The fee will not be paid with respect to (i) Shares of a Fund sold
by you and redeemed or repurchased by HGI or by us within seven business
days of receipt of confirmation of such sale, or (ii) a Customer if the
amount of such fee on an annual basis with respect to such Customer shall
be less than $1.00. Such fee shall be subject to the limitations on the
payment of asset-based sales charges that are set forth in Rule 2830 of the
NASD Conduct Rules.
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8. Neither of us shall be liable to the other except for (1) acts or failures
to act which constitute a lack of good faith or negligence and (2)
obligations expressly assumed under this Agreement. In addition, you agree
to indemnify us and hold us harmless from any claims or assertions relating
to the lawfulness of your participation in this Agreement and the
transactions contemplated hereby or relating to any activities of any
persons or entities affiliated with your organization which are performed
in connection with the discharge of your responsibilities under this
Agreement. If such claims are asserted, you shall have the right to manage
your own defense, including the selection and engagement of legal counsel,
and all costs of such defense shall be borne by you.
9. This Agreement will automatically terminate in the event of its assignment.
This Agreement may be terminated by either of us, without penalty, upon ten
days' prior written notice to the other party. This Agreement may also be
terminated at any time without penalty by the vote of a majority of the
Disinterested Directors of a Fund or by a vote of a majority of the
outstanding voting securities of a Fund on ten days' written notice.
10. All communications to us shall be sent to the address set forth on page 1
hereof or at such other address as we may designate in writing. Any notice
to you shall be duly given if mailed or telecopied to you at the address
set forth below or at such other address as you may provide in writing.
______________________________
______________________________
______________________________
11. You represent and warrant that all requisite corporate proceedings have
been undertaken to authorize you to enter into this Agreement and to
perform the services contemplated herein. You further represent and warrant
that the individual that has signed this Agreement below is a duly elected
officer that has been empowered to act for and on behalf of your
organization with respect to the execution of this Agreement.
12. This Agreement supersedes any other agreement between us with respect to
the offer and sale of Shares and relating to any other matters discussed
herein. All covenants, agreements, representations and warranties made
herein shall be deemed to have been material and relied on by each party.
The invalidity or unenforceability of any term or provision hereof shall
not affect the validity or enforceability of any other term or provision
thereof. This Agreement may be executed in any number of counterparts,
which together shall constitute one instrument, and shall be governed by
and construed in accordance with the laws (other than the conflict of laws
rules) of the State of Ohio and shall bind and inure to the benefit of the
parties hereto and their respective successors and assigns.
13. Each party hereto agrees that any Nonpublic Personal Information, as the
term is defined in Securities and Exchange Commission Regulation S-P ("Reg
S-P"), that may be disclosed by a party hereunder is disclosed for the
specific purpose of permitting the other party to perform the services set
forth in this Agreement. Each party agrees that, with respect to such
information, it will comply with Reg S-P and any other applicable
regulations and that it will not disclose any Non-Public Personal
Information received in connection with this Agreement to any other party,
except to the extent required to carry out the services set forth in this
Agreement or as otherwise permitted by law.
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If the foregoing corresponds with your understanding of our agreement, please
sign this document and the accompanying copies thereof in the appropriate space
below and return the same to us, whereupon this Agreement shall be binding upon
each of us, effective as of the date of execution.
HEARTLAND INVESTOR SERVICES, LLC
The foregoing Agreement is hereby
accepted:
Company Name
By ______________________________________ By
_________________________________
Authorized Officer Date Date
Name:
__________________________________
Title:
___________________________________
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Schedule A
to the
Shareholder Services Agreement
Shareholder Services
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In accordance with Section 3 of the Shareholder Services Agreement, you agree to
provide various types of distribution assistance and shareholder support
services that we may reasonably request with respect to Fund Shares that are
beneficially owned by your Customers. Such distribution assistance and
shareholder support services may include the following.
Distribution Assistance
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(i) placing orders with HGI for the purchase or exchange of a Fund's Shares and
tendering a Fund's Shares to HGI for redemption; (ii) promoting the purchase of
Shares by Customers; (iii) responding to inquiries from Customers concerning
their investments in Fund Shares; (iv) engaging in advertising with respect to a
Fund's Shares; and (v) distributing Fund prospectuses, reports and sales
literature.
Shareholder Support Services
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(i) providing Customers with a service that invests the assets of their accounts
in a Fund's Shares pursuant to specific or pre-authorized instructions; (ii)
processing dividend payments from HGI on behalf of Customers; (iii) providing
information periodically to Customers showing their positions in a Fund's
Shares; (iv) arranging for bank wire transfers of funds to or from a Customer's
account; (v) responding to inquiries from Customers relating to the services
performed by the Participating Organization under this Agreement; (vi) providing
sub-accounting, in the case of omnibus accounts, with respect to a Fund's Shares
beneficially owned by Customers or the information to HGI necessary for
sub-accounting; (vii) if required by law, forwarding Shareholder communications
from HGI (such as proxies, Shareholder reports, annual and semi-annual financial
statements, and dividend, distribution, and tax notices) to Customers; (viii)
forwarding to Customers proxy statements and proxies containing any proposals
regarding this Agreement or a Fund's Plan; and (ix) rendering ongoing advice
respecting the suitability of particular investment opportunities offered by HGI
in light of the Customer's need.
