0001144204-13-040116 Sample Contracts

HEARTLAND GROUP, INC. OPERATING EXPENSE LIMITATION AGREEMENT with HEARTLAND ADVISORS, INC.
Operating Expense Limitation Agreement • July 18th, 2013 • Heartland Group Inc • Wisconsin

THIS OPERATING EXPENSE LIMITATION AGREEMENT (the “Agreement”) is made as of the 16 day of May, 2013, by and between Heartland Group, Inc. (the “Fund Company”), a Maryland Corporation, on behalf of the series of the Fund Company listed in Schedule A hereto, as may be amended from time to time (the “Fund”), and the investment advisor to the Fund, Heartland Advisors, Inc. (the “Advisor”), a Wisconsin corporation.

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Mutual Consent to Add Series to Heartland Group, Inc. Investment Advisory Agreement Dated January 12, 1987
Investment Advisory Agreement • July 18th, 2013 • Heartland Group Inc • Wisconsin

This Mutual Consent (the “Consent”) by and between Heartland Group, Inc., a Maryland corporation (the “Fund Company”), and Heartland Advisors, Inc., a Wisconsin corporation (the “Advisor”), is made this 16th day of May, 2013, and modifies the Investment Advisory Agreement by and between the Fund Company and the Advisor dated January 12, 1987 (the “Agreement”) in accordance with the terms thereof.

FIRST AMENDMENT TO CUSTODIAN AGREEMENT
Custodian Agreement • July 18th, 2013 • Heartland Group Inc • New York

This First Amendment, dated as of May 24, 2013 (the “First Amendment”), is entered into by and between Heartland Group, Inc. (the “Fund”) and Brown Brothers Harriman & Co. (the “Custodian”), and amends that certain Custodian Agreement dated November 17, 2003, by and between the Fund and the Custodian (the “Agreement”).

Amendment No. 3 to Transfer Agency Interactive Client Services Agreement
Transfer Agency Interactive Client Services Agreement • July 18th, 2013 • Heartland Group Inc • Colorado

This Amendment No. 3 to Transfer Agency Interactive Client Services Agreement (the “Amendment”) is made this 17 day of July, 2013, between Heartland Group, Inc., a Maryland corporation (the “Fund”) and ALPS Fund Services, Inc., a Colorado corporation (“ALPS”).

Amendment No. 3 to Transfer Agency and Services Agreement
Transfer Agency and Services Agreement • July 18th, 2013 • Heartland Group Inc • Colorado

This Amendment No. 3 to Transfer Agency and Services Agreement (the “Amendment”) is made this 17 day of July, 2013, by and between Heartland Group, Inc., a Maryland corporation (the “Fund”), and ALPS Fund Services, Inc., a Colorado corporation (“ALPS”).

Amendment to Distribution Fee Letter Agreement
Distribution Fee Letter Agreement • July 18th, 2013 • Heartland Group Inc • Colorado

This Amendment to Distribution Fee Letter Agreement (the “Amendment”) is made this 17 day of July, 2013, among Heartland Group, Inc., a Maryland corporation (the “Fund”), Heartland Advisors, Inc., a Wisconsin Corporation (the “Advisor”) and ALPS Distributors, Inc., a Colorado corporation (“ALPS”).

Amendment No. 2 to Administration, Bookkeeping and Pricing Services Agreement
Administration, Bookkeeping and Pricing Services Agreement • July 18th, 2013 • Heartland Group Inc • Colorado

This Amendment No. 2 to Administration, Bookkeeping and Pricing Services Agreement (the “Amendment”) is made this 17 day of July, 2013, by and between Heartland Group, Inc., a Maryland corporation (the “Fund”), and ALPS Fund Services, Inc., a Colorado corporation (“ALPS”).

Amendment No. 1 to Distribution Agreement
Distribution Agreement • July 18th, 2013 • Heartland Group Inc • Colorado

This Amendment No.1 to Distribution Agreement (the “Amendment”) is made this 17 day of July, 2013, by and between Heartland Group, Inc., a Maryland corporation (the “Fund”), and ALPS Distributors, Inc., a Colorado corporation (the “Distributor”).

HEARTLAND GROUP, INC. AMENDED AND RESTATED RULE 12b-1 PLAN AND AGREEMENT (as revised May 16, 2013 and effective as of October 1, 2013)
Rule 12b-1 Plan and Agreement • July 18th, 2013 • Heartland Group Inc

Pursuant to the provisions of Rule 12b-1 under the Investment Company Act of 1940, as amended (the "Act"), the Amended and Restated Rule 12b-1 Plan and Agreement, dated as of February 28, 2008 (the "Plan") of Heartland Group, Inc. ("HGI"), a Maryland corporation, which was adopted 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"), with respect to each series of HGI (each a “Fund” and collectively, the “Funds”), is hereby amended and restated to add a series called the Heartland International Value Fund as noted in Schedule A hereto. The Plan, as amended and restated herein, shall become effective with respect to the Heartland International Value Fund on October 1, 2013.

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