EXHIBIT (e)(3)
Date:_________________________
RE: CONTINUOUS OFFERING OF HEARTLAND FUNDS
SELECTED DEALER LETTER AGREEMENT
Ladies and Gentlemen:
Heartland Advisors, Inc. ("Company"), as the Distributor of the shares of
each series of Heartland Group, Inc. identified on Schedule A attached hereto
and any other series offered from time to time by Heartland Group, Inc. to which
the terms of this Agreement may be extended as provided herein (collectively,
the "Funds"), understands that you are a member in good standing of the National
Association of Securities Dealers, Inc. (your signature below constitutes a
representa tion of such membership in good standing) and, on the basis of such
understanding, invites you to become a Selected Dealer to distribute any or all
shares of these Funds on the following terms:
1. You and ourselves agree to abide by the Rules of Fair Practice of the
National Association of Securities Dealers, Inc. ("NASD") and all other federal
and state rules and regulations that are now or may become applicable to
transactions hereunder. Your expulsion or suspension from the NASD will
automatically terminate this Agreement without notice. Company may terminate
this Agreement at any time upon notice either in its entirety or with respect to
any one or more of the Funds.
2. Orders for shares received from you and accepted by us will be at the
public offering price applicable to each order, as established by the then
effective prospectus of each Fund. The procedure relating to the handling of
orders shall be subject to instructions which we will forward from time to time
to all Selected Dealers. All orders are subject to acceptance by us at 000
Xxxxx Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx 00000, Attention: Xxxxxxx X.
Xxxxxx, Vice President and Treasurer, and we reserve the right in our sole
discretion to reject any order. We also reserve the right to establish minimum
orders for individual purchasers as well as for Selected Dealers.
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3. Selected Dealers will not be compensated by the Company for sales of
shares of a Fund where the prospectus, including any applicable supplements,
relating to the particular Fund provides that the shares will be offered to the
public without a sales load. The Company reserves the right to increase,
decrease or discontinue payment of compensation to Selected Dealers at any time
in its sole discretion upon written notice to you.
4. You agree that your transactions in shares of the Funds will be
limited to the purchase of shares from us for resale to your customers at the
public offering price then in effect or for your own bona fide investment and to
repurchases which are made in accordance with the procedures set forth in the
then current prospectus of the relevant Fund.
5. Except for sales pursuant to plans established by the Funds with an
agent and providing for the periodic investment of new monies, orders will not
be accepted for less than the minimum number of shares or dollar amounts set
forth in the then current prospectus of the relevant Fund.
6. You agree that you will not withhold placing customers' orders so as
to profit yourself as a result of such withholding.
7. You agree to sell shares only to your customers at the applicable
public offering price or to the Funds or us as Distributor for the Funds at net
asset value, in each case determined as set forth in the current prospectus of
the relevant Fund.
8. Where a front-end sales charge applies to the purchase of a Fund's
shares, an investor will be entitled to a reduction in the sales charge on
purchases made under a letter of intent in accordance with the current
prospectus of the relevant Fund. In such a case, your dealer's concession will
be paid based upon the reduced sales charge, but adjustment to a higher dealer's
concession will thereafter be made to reflect actual purchases by the investor
if he should fail to fulfill his letter of intent.
9. Settlement shall be made within three business days after our
acceptance of the order. If payment is not so received or made, we reserve the
right forthwith to cancel the sale, or, at our option, to sell the shares at the
then prevailing net asset value in which latter case you agree to be responsible
for any loss resulting to any Fund or to us from your failure to make payments
as aforesaid.
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10. If any shares sold to you under the terms of this Agreement are
redeemed by a Fund or repurchased for the account of a Fund or are tendered to a
Fund for redemption or repurchase within seven business days after the date of
our confirmation to you of your original purchase order therefor, you agree to
pay forthwith to us the full amount of any dealer concession allowed or
commission paid to you on the original sale, and we agree to pay the amount of
any such dealer concession to the Fund when received by us. We also agree to
pay to the Fund the amount of our share of any front-end sales charge on the
original sale of such shares.
11. If any shares are repurchased from you by a Fund, or by us for the
account of a Fund, such shares shall be tendered in good order within ten
business days. If shares are not tendered within such time period the right is
reserved to cancel, at any subsequent time, the repurchase order, or, at our
option, to re-acquire such number of shares at the net asset value next
computed, in which latter case you will agree to be responsible for any loss
resulting from your failure to deliver such shares.
12. All sales will be subject to receipt of shares by us from the Fund.
We reserve the right in our discretion without notice to you to suspend sales or
withdraw any offering of shares entirely or with respect to one or more Funds,
or to change the public offering prices, sales charges and dealer concessions as
provided in the prospectuses. We further reserve the right upon written notice
to you to amend this Agreement to include one or more additional Funds, to
exclude from this Agreement one or more Funds then covered by this Agreement, to
increase or decrease the amount of any commissions to be paid to you by us on
the sale of shares of any of the Funds, or otherwise to amend or cancel this
Agreement. You agree that any order to purchase shares of a Fund placed by you
after your receipt of a revised or supplemented prospectus relating to such Fund
and reflecting any such amendment, or your receipt of written notice of any such
amendment, as the case may be, shall constitute your agreement to such
amendment. This Agreement shall be governed by and construed in accordance with
the laws of the State of Wisconsin.
13. No person is authorized to make any representation concerning any Fund
or its shares except those contained in its effective prospectus and any such
information as may be officially designated as information supplemental to the
prospectus. In purchasing shares from us you shall rely solely on the
representations contained in the relevant Fund's effective prospectus and sup
plemental information above mentioned.
14. We will supply to Selected Dealers additional copies of the then
effective prospectus for each Fund in reasonable quantities upon request. All
expenses incurred in connection with your activities under this Agreement shall
be borne by you.
15. In no transaction shall you have any authority whatsoever to act as
agent of a Fund or of us or of any other Selected Dealer and nothing in this
Agreement shall constitute either of us the agent of the other or shall
constitute you or the Fund the agent of the other. Except as otherwise
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indicated herein, all transactions in these shares between you and us are as
principal, each for his own account. This Agreement shall not be assignable by
you.
16. Any notice to you shall be duly given if mailed or telegraphed to you
at your address as registered from time to time with the NASD. Any notice to
Company shall be sent to 000 Xxxxx Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx 00000,
Attention: Xxxxxxx X. Xxxxxx, Vice President and Treasurer.
17. This Agreement shall become effective on the date accepted by you, as
reflected on the signature page hereof. This Agreement constitutes the entire
agreement between Company and the undersigned Selected Dealer and supersedes all
prior oral or written agreements between the parties hereto. This Agreement may
be amended as described in Section 12 above.
Sincerely,
HEARTLAND ADVISORS, INC.
Xxxxxxx X. Xxxxxxxxx, President
The undersigned has caused this Agreement to be executed by its duly authorized
officer as of this ___ day of ______________, 19___, to evidence its acceptance
of your invitation to become a selected dealer and agrees to abide by the
foregoing terms and conditions.
___________________________________
(Selected Dealer)
By: _______________________________
(Authorized Signature)
SCHEDULE A
The Selected Dealer Letter Agreement to which this Schedule A is attached
shall be deemed to extend to and include the shares of the following series of
Heartland Group, Inc.:
1. Heartland Value Fund
2. Heartland Value Plus Fund
3. Heartland Mid Cap Value Fund
4. Heartland Large Cap Value Fund
5. Heartland U.S. Government Securities Fund
6. Heartland Wisconsin Tax Free Fund
7. Heartland Short Duration High-Yield Municipal Fund
8. Heartland High-Yield Municipal Bond Fund
