EXHIBIT (e.6)
DISTRIBUTION AGREEMENT
AGREEMENT made as of the 1st day of January, 2002, between Heartland
Group, Inc. ("HGI"), having its principal place of business at 000 X. Xxxxx
Xxxxxx, Xxxxxxxxx, Xxxxxxxxx 00000, and Heartland Investor Services LLC
("Distributor"), a wholly-owned subsidiary of BISYS Fund Services, Inc., having
its principal place of business at 0000 Xxxxxxx Xxxx, Xxxxxxxx, Xxxx 00000.
WHEREAS, HGI is an open-end management investment company, organized
as a Maryland corporation and registered with the Securities and Exchange
Commission (the "Commission") under the Investment Company Act of 1940, as
amended (the "1940 Act"); and
WHEREAS, it is intended that Distributor act as the distributor of the
shares of common stock ("Shares") of each of the investment portfolios of HGI
identified in Schedule A, as the same may be modified from time to time with the
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mutual consent of the parties (such portfolios being referred to individually as
a "Fund" and collectively as the "Funds").
NOW, THEREFORE, in consideration of the mutual premises and covenants
herein set forth, the parties agree as follows:
1. Services as Distributor.
1.1 Distributor will act as agent of HGI on behalf of each
Fund for the distribution of the Shares covered by the registration statement
and prospectus of HGI then in effect under the Securities Act of 1933, as
amended (the "Securities Act"). As used in this Agreement, the term
"registration statement" shall mean the registration statement and any
amendments thereto, then in effect, including Parts A (the prospectus), B (the
Statement of Additional Information) and C of each registration statement, as
filed on Form N-1A, or any successor thereto, with the Commission. The term
"prospectus" shall mean the then-current form of prospectus and statement of
additional information used by the Funds, in accordance with the rules of the
Commission, for delivery to shareholders and prospective shareholders after the
effective date of the registration statement, together with any amendments and
supplements thereto.
1.2 Distributor agrees to use appropriate efforts to solicit
orders for the sale of the Shares and will undertake such advertising and
promotion as it believes reasonable in connection with such solicitation. HGI
understands that Distributor is now and may in the future be the distributor of
the shares of many other investment companies or series (together, "Investment
Companies") including Investment Companies having investment objectives similar
to those of HGI. HGI further understands that investors and potential investors
in HGI may invest in shares of such other Investment Companies. HGI agrees that
Distributor's duties to such Investment
Companies shall not be deemed in conflict with its duties to HGI under this
paragraph 1.2.
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Distributor shall engage in activities which it in good xxxxx xxxxx
reasonable, which are primarily intended to result in the sale of the Shares,
including, but not limited to, advertising, compensation of underwriters,
dealers and sales personnel, the printing and mailing of prospectuses to other
than current shareholders, and the printing and mailing of sales literature.
1.3 In its capacity as distributor of the Shares, all activities of
Distributor and its partners, agents, and employees shall comply with all
applicable laws, rules and regulations, including, without limitation, the 1940
Act, the Securities Exchange Act of 1934 and all rules and regulations
promulgated by the Commission, all state laws, rules and regulations governing
brokers and dealers and their personnel in all states where the Shares are
offered and sold, and under those Acts and all rules and regulations adopted by
any securities association or self regulatory agency registered under the
Securities Exchange Act of 1934 (including, without limitation, the National
Association of Securities Dealers, Inc.).
1.4 Distributor will provide one or more persons, during normal
business hours, to respond to telephone questions with respect to HGI.
1.5 Distributor will transmit any orders received by it for
purchase or redemption of the Shares to the transfer agent and custodian for the
Funds.
1.6 The Distributor will accept orders for the purchase of shares
of each Fund only to the extent of purchase orders actually received and not in
excess of such orders. HGI may upon reasonable notice instruct the Distributor
to reject purchase orders where, in its judgment, such rejection is in the best
interest of HGI. In addition, Distributor may reject purchase orders where, in
its judgment, such order would be improper or illegal, or where rejection would
otherwise be in the best interest of HGI.
1.7 Whenever in their judgment such action is warranted by unusual
market, economic or political conditions, or by abnormal circumstances of any
kind, HGI's officers may upon reasonable notice instruct the Distributor to
decline to accept any orders for, or make any sales of, the Shares until such
time as those officers deem it advisable to accept such orders and to make such
sales.
1.8 Distributor will act only on its own behalf as principal if it
chooses to enter into selling agreements with selected dealers or others.
1.9 HGI agrees at its own expense to execute any and all documents
and to furnish any and all information and otherwise to take all actions that
may be reasonably necessary in connection with the qualification of the Shares
for sale in such states as Distributor may designate.
1.10 HGI shall furnish from time to time, for use in connection with
the sale of the Shares, such information with respect to the Funds and the
Shares as Distributor may reasonably request; and HGI warrants that the
statements contained in any such information shall fairly show or represent what
they purport to show or represent. HGI shall also furnish Distributor upon
request with: (a) unaudited semi-annual financial statements of the Funds
prepared by HGI, (b) a monthly itemized list of
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the securities in the Funds, (c) monthly balance sheets as soon as practicable
after the end of each month, and (d) from time to time such additional
information regarding the financial condition of the Funds as Distributor may
reasonably request.
1.11 HGI represents and warrants to Distributor that, with respect
to the Shares, all registration statements and prospectuses filed by HGI with
the Commission under the Securities Act have been carefully prepared in
conformity with requirements of said Act and rules and regulations of the
Commission thereunder. The registration statement and prospectus contain all
statements required to be stated therein in conformity with said Act and the
rules and regulations of said Commission and all statements of fact contained in
any such registration statement and prospectus are true and correct.
Furthermore, neither any registration statement nor any prospectus includes an
untrue statement of a material fact or omits to state a material fact required
to be stated therein or necessary to make the statements therein not misleading
to a purchaser of the Shares. The foregoing representations and warranties shall
continue throughout the term of this Agreement and be deemed to be of a
continuing nature, applicable to all Shares distributed hereunder. HGI may, but
shall not be obligated to, propose from time to time such amendment or
amendments to any registration statement and such supplement or supplements to
any prospectus as, in the light of future developments, may, in the opinion of
HGI, be necessary or advisable. If Distributor, on the advice of its legal
counsel, determines that an amendment to any registration statement or
supplement to any prospectus is required under law, and if HGI does not propose
such amendment or amendments and/or supplement or supplements within fifteen
days after receipt by HGI of a written request from Distributor to do so,
Distributor may, at its option, terminate this Agreement. In such case, the
Distributor will be held harmless from, and indemnified by HGI for, any
liability or loss resulting from the failure to implement such amendment. HGI
shall not file any amendment to any registration statement or supplement to any
prospectus without giving Distributor reasonable notice thereof in advance;
provided, however, that nothing contained in this Agreement shall in any way
limit HGI's right to file at any time such amendments to any registration
statement and/or supplements to any prospectus, of whatever character, as HGI
may deem advisable, such right being in all respects absolute and unconditional.
1.12 HGI may request Distributor to use an electronic processing
system over the internet in which electronically transmitted orders are
forwarded electronically for processing by a third party known to HGI under
circumstances in which Distributor will not review the orders. Under such
circumstances, HGI acknowledges and agrees that it will independently determine
that the third party is a satisfactory service provider and that Distributor's
review will not be necessary. HGI authorizes Distributor and dealers to use any
prospectus in the form furnished from time to time in connection with the sale
of the Shares.
The Distributor shall not be liable for any error of judgment or
mistake of law or for any loss suffered by HGI in connection with the matters to
which this Agreement relates, except a loss resulting from willful misfeasance,
bad faith or gross negligence on the Distributor's part in the performance of
its duties, from reckless disregard by Distributor of its obligations and duties
under this Agreement, or from
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Distributor's failure to comply with laws, rules and regulations applicable to
it in connection with its distribution of the Shares. HGI agrees to indemnify,
defend and hold Distributor, its several partners and employees, and any person
who controls Distributor within the meaning of Section 15 of the Securities Act,
free and harmless from and against any and all claims, demands, liabilities and
expenses (including the cost of investigating or defending such claims, demands
or liabilities and any counsel fees incurred in connection therewith) which
Distributor, its partners and employees, or any such controlling person, may
incur (a) arising out of or based upon the electronic processing of orders over
the internet; (b) as the result of acting as distributor of the Funds or based
on any act or omission in the course of, or connected with, rendering services
hereunder; (c) based on any representations made herein by HGI; (d) based on any
act or omission of any prior distributor, or any administrator or investment
adviser to HGI, including the registration or failure to register any shares of
HGI in accordance with state or federal laws or resulting from or relating to
any books or records delivered to the Distributor in connection with its
responsibilities under this Agreement and occurring prior to the date of this
Agreement; or (e) under the Securities Act or under common law or otherwise,
arising out of or based upon (i) any untrue statement, or alleged untrue
statement, of a material fact contained in any registration statement or any
prospectus, (ii) any omission, or alleged omission, to state a material fact
required to be stated in any registration statement or any prospectus or
necessary to make the statements in either thereof not misleading or (iii) any
Company advertisement or sales literature that is not in compliance with
applicable laws, rules or regulations (including, but not limited to the Conduct
Rules of the National Association of Securities Dealers, Inc.); provided,
however, that HGI's agreement to indemnify Distributor, its partners or
employees, and any such controlling person shall not be deemed to cover any
claims, demands, liabilities or expenses (x) arising out of any statements or
representations as are contained in any prospectus, advertisement or sales
literature and in such financial and other statements as are furnished in
writing to HGI by Distributor and used in the registration statement or in
corresponding statements made in the prospectus, advertisement or sales
literature, or (y) arising out of or based upon any omission or alleged omission
to state a material fact in such information furnished by the Distributor which
is required to be stated or necessary to make the information not misleading;
and further provided that HGI's agreement to indemnify Distributor and HGI's
representations and warranties hereinbefore set forth in paragraph 1.12 shall
not be deemed to cover any liability to HGI or its shareholders to which
Distributor would otherwise be subject by reason of willful misfeasance, bad
faith or gross negligence in the performance of its duties, by reason of
Distributor's reckless disregard of its obligations and duties under this
Agreement, or by Distributor's failure to comply with any laws, rules or
regulations applicable to it in connection with its distribution of the Shares.
In the event of a formal legal action, HGI's agreement to indemnify
Distributor, its partners and employees and any such controlling person, as
aforesaid, is expressly conditioned upon HGI being notified of an action brought
against Distributor, its partners or employees, or any such controlling person,
such notification to be given by letter or by telegram addressed to HGI at its
principal office in Milwaukee, Wisconsin and identifying the person against whom
such action is brought, promptly following receipt of service of the summons or
other first legal process, and in any event within
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ten (10) days of such receipt. HGI will be entitled to assume the defense of any
suit brought to enforce any such claim, demand or liability if such defense
shall be conducted by counsel of good standing approved by Distributor, which
approval shall not be unreasonably withheld. In the event HGI elects to assume
the defense of any such suit and retain counsel of good standing so approved by
Distributor, the defendant or defendants in such suit shall bear the fees and
expenses of any additional counsel retained by any of them; but in any case
where HGI does not elect to assume the defense of any such suit, or in case
Distributor reasonably withholds approval of counsel chosen by HGI, HGI will
reimburse Distributor, its partners and employees, or the controlling person or
persons named as defendant or defendants in such suit, for the fees and expenses
of any counsel retained by Distributor or them. HGI's indemnification agreement
contained in this paragraph 1.12 and HGI's representations and warranties in
this Agreement shall remain operative and in full force and effect regardless of
any investigation made by or on behalf of Distributor, its partners and
employees, or any controlling person, and shall survive the delivery of any
Shares.
This agreement of indemnity will inure exclusively to Distributor's
benefit, to the benefit of its several partners and employees, and their
respective estates, and to the benefit of the Distributor's parent company,
controlling persons and their successors. HGI agrees promptly to notify
Distributor of the commencement of any litigation or proceedings against HGI or
any of its officers or Directors which relate, directly or indirectly, to the
issue and sale of any Shares or which may otherwise form the basis of an
obligation for HGI to indemnify hereunder.
1.13 Distributor agrees to indemnify, defend and hold HGI, its
several officers and Directors, and any person who controls HGI within the
meaning of Section 15 of the Securities Act, free and harmless from and against
any and all claims, demands, liabilities and expenses (including the costs of
investigating or defending such claims, demands, or liabilities and any
reasonable counsel fees incurred in connection therewith) which HGI, its
officers or Directors or any such controlling person, may incur arising directly
out of or based directly upon (a) any untrue, or alleged untrue, statement of a
material fact contained in information furnished in writing by Distributor to
HGI and used in response to required items of the registration statement or in
the corresponding statements made in the prospectus, or any omission, or alleged
omission, to state a material fact required to be stated in such information or
necessary to make such information not misleading, or (b) arising directly out
of Distributor's willful misfeasance, bad faith or gross negligence in the
performance of its duties, Distributor's reckless disregard of its obligations
and duties under this Agreement, or Distributor's failure to comply with any
law, rule or regulation applicable to it in connection with its distribution of
the Shares.
Distributor's agreement to indemnify HGI, its officers and Directors
and any such controlling person, as aforesaid, is expressly conditioned upon
Distributor being notified of any action brought against HGI, its officers or
Directors, or any such controlling person, such notification to be given by
letter or telegram addressed to Distributor at its principal office in Columbus,
Ohio, and sent to Distributor identifying the person against whom such action is
brought, promptly following the indemnified person's receipt of service of the
summons or other first legal process, and in any event
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within ten (10) days of such receipt. Distributor will be entitled to assume the
defense of any suit brought to enforce any such claim, demand or liability if
such defense shall be conducted by counsel of good standing approved by HGI,
which approval shall not be unreasonably withheld. In the event Distributor
elects to assume the defense of any such suit and retain counsel of good
standing so approved by HGI, the defendant or defendants in such suit shall bear
the fees and expenses of any additional counsel retained by any of them; but in
any case where Distributor does not elect to assume the defense of any such
suit, or in the case HGI reasonably withholds approval of counsel chosen by
Distributor, Distributor will reimburse HGI, its officers, directors, employees
and controlling persons or other persons named as defendant or defendants in
such suit for the fees and expenses of any counsel retained by HGI or them.
Distributor's indemnification agreement contained in this paragraph 1.13 and
Distributor's representations and warranties in this Agreement shall remain
operative and in full force and effect regardless of any investigation made by
or on behalf of HGI, its officers, directors and employees, or any controlling
person.
1.14 No Shares shall be offered by either Distributor or HGI under
any of the provisions of this Agreement and no orders for the purchase or sale
of Shares hereunder shall be accepted by HGI or its transfer agent if and so
long as the effectiveness of the registration statement then in effect or any
necessary amendments thereto shall be suspended under any of the provisions of
the Securities Act or if and so long as a current prospectus as required by
Section 10(b)(2) of said Act is not on file with the Commission; provided,
however, that nothing contained in this paragraph 1.14 shall in any way restrict
or have an application to or bearing upon HGI's obligation to repurchase Shares
from any Shareholder in accordance with the provisions of HGI's prospectus,
Articles of Incorporation or Bylaws.
1.15 HGI agrees to advise Distributor as soon as reasonably
practical by a notice in writing delivered to Distributor:
(a) of any request by the Commission for amendments to the
registration statement or prospectus then in effect or
for additional information;
(b) in the event of the issuance by the Commission of any
stop order suspending the effectiveness of the
registration statement or prospectus then in effect or
the initiation by service of process on HGI of any
proceeding for that purpose;
(c) of the happening of any event that makes untrue any
statement of a material fact made in the registration
statement or prospectus then in effect or which requires
the making of a change in such registration statement or
prospectus in order to make the statements therein not
misleading; and
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(d) of all action of the Commission with respect to any
amendment to any registration statement or prospectus
which may from time to time be filed with the
Commission.
For purposes of this section, informal requests by or acts of the
Staff of the Commission shall not be deemed actions of or requests by the
Commission.
1.16 Distributor agrees on behalf of itself and its partners and
employees to treat confidentially and as proprietary information of HGI all
records and other information relative to HGI and its prior, present or
potential shareholders, and not to use such records and information for any
purpose other than performance of its responsibilities and duties hereunder,
except, after prior notification to and approval in writing by HGI, which
approval shall not be unreasonably withheld and may not be withheld where
Distributor may be exposed to civil or criminal liability for failure to comply,
when requested to divulge such information by duly constituted authorities, or
when so requested by HGI.
1.17 This Agreement shall be governed by the laws of the State of
Ohio.
2. Fee.
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Distributor shall receive from the Funds identified in the
Distribution and Shareholder Service Plan attached as Schedule A hereto (the
"Distribution Plan Funds") a distribution fee at the rate and upon the terms and
conditions set forth in such Plan. The distribution fee shall be accrued daily
and shall be paid on the first business day of each month, or at such other
time(s) as the parties mutually agree.
3. Sale and Payment.
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Shares of a Fund may be subject to a sales load and may be subject to
the imposition of a distribution fee pursuant to the Distribution and
Shareholder Service Plan referred to above. To the extent that Shares of a Fund
are sold at an offering price which includes a sales load or are soldsubject to
a contingent deferred sales load with respect to certain redemptions (either
within a single class of Shares or pursuant to two or more classes of Shares),
such Shares shall hereinafter be referred to as "Load Shares" (and in the case
of Shares that are sold with a front-end sales load, "Front-End Load Shares" and
Shares that are sold subject to a contingent deferred sales load, "CDSL
Shares"). Funds that contain Front-End Load Shares shall hereinafter be referred
to as "Front-End Load Funds.". Funds that contain CDSL Shares shall hereinafter
be referred to "CDSL Funds." Front-end Load Funds and CDSL Funds may
individually or collectively be referred to as "Load Funds." The following
provisions shall apply with respect to the sale of, and payment for, Load
Shares.
3.1 Distributor shall have the right to purchase Load Shares at
their net asset value and to sell such Load Shares to the public against orders
therefor at the applicable public offering price, as defined in Section 4
hereof. Distributor shall also have the right to sell Load Shares to dealers
against orders therefor at the public offering price less a concession
determined by Distributor, which concession shall not
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exceed the amount of the sales charge or underwriting discount, if any, referred
to in Section 4 below.
3.2 Prior to the time of delivery of any Load Shares by a Load Fund
to, or on the order of, Distributor, Distributor shall pay or cause to be paid
to the Load Fund or to its order an amount in Boston or New York clearing house
funds equal to the applicable net asset value of such Shares. Distributor may
retain so much of any sales charge or underwriting discount as is not allowed by
Distributor as a concession to dealers.
4. Public Offering Price.
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The public offering price of a Load Share shall be the net asset value
of such Load Share, plus any applicable sales charge, all as set forth in the
current prospectus of the Load Fund. The net asset value of Shares shall be
determined in accordance with the then-current prospectus of the Load Fund.
5. Issuance of Shares.
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HGI reserves the right to issue, transfer or sell Load Shares at net
asset value (a) in connection with the merger or consolidation of HGI or the
Load Fund(s) with any other investment company or the acquisition by HGI or the
Load Fund(s) of all or substantially all of the assets or of the outstanding
Shares of any other investment company; (b) in connection with a pro rata
distribution directly to the holders of Shares in the nature of a stock dividend
or split; (c) upon the exercise of subscription rights granted to the holders of
Shares on a pro rata basis; (d) in connection with the issuance of Load Shares
pursuant to any exchange and reinvestment privileges described in any
then-current prospectus of the Load Fund; and (e) otherwise in accordance with
any then-current prospectus of the Load Fund.
6. Term, Duration and Termination.
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This Agreement shall become effective with respect to each Fund listed
on Schedule A hereof as of the date first written above (or, if a particular
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Fund is not in existence on such date, on the date an amendment to Schedule A to
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this Agreement relating to that Fund is executed) and, unless sooner terminated
as provided herein, shall continue until January 1, 2004. Thereafter, if not
terminated, this Agreement shall continue with respect to a particular Fund
automatically for successive one-year terms, provided that such continuance is
specifically approved at least annually (a) by the vote of a majority of those
members of HGI's Directors who are not parties to this Agreement or interested
persons of any such party, cast in person at a meeting for the purpose of voting
on such approval and (b) by the vote of HGI's Directors or the vote of a
majority of the outstanding voting securities of such Fund. This Agreement is
terminable without penalty on not less than sixty days' prior written notice,
either in its entirety or as it applies to one or more of the Funds, either by
HGI's Directors or by vote of a majority of the outstanding voting securities of
the affected Fund(s). The Distributor may terminate this Agreement in its
entirety (i.e., with respect to all, but not less then all, of the Funds) at any
time without penalty on not less than sixty days' prior written notice. This
Agreement will also terminate automatically in the event of its assignment. (As
used in
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this Agreement, the terms "majority of the outstanding voting securities,"
"interested persons" and "assignment" shall have the same meanings as ascribed
to such terms in the 1940 Act.)
7. Governing Law and Matters Relating to HGI as a Corporation.
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This Agreement shall be governed by and its provisions shall be
construed in accordance with the laws of the State of Ohio. It is expressly
agreed that the obligations of HGI hereunder shall not be binding upon any of
the Directors, shareholders, nominees, officers, agents or employees of HGI
personally, but shall bind only the property of HGI allocated to the relevant
Fund(s) in accordance with HGI's Articles of Incorporation and Bylaws. The
execution and delivery of this Agreement have been authorized by the Directors
of HGI, and this Agreement has been signed and delivered by an authorized
officer of HGI, acting as such, and neither such authorization by the Directors
nor such execution and delivery by such officer shall be deemed to have been
made by any of them individually or to impose any liability on any of them
personally, but shall bind only the property of HGI allocated to the relevant
Fund(s) in accordance with HGI's Articles of Incorporation and Bylaws. Nothing
contained herein shall bind any other assets of HGI or require HGI to take any
action contrary to its Articles of Incorporation or to any applicable statute or
regulation.
8. Matters Relating to Status of Distributor.
-----------------------------------------
Distributor represents and warrants to HGI as follows:
8.1 Distributor is a limited liability company, duly organized and
existing and in good standing under the laws of the State of Virginia. Its
parent company is BISYS Fund Services, Inc. BISYS Fund Services, Inc. is a
corporation duly organized and validly existing and in good standing under the
laws of the State of Delaware.
8.2 The execution, delivery and performance of this Agreement and
all of the documents and instruments required by this Agreement to be executed
and delivered by Distributor are within the partnership power of Distributor and
have been duly authorized by all necessary partnership action.
8.3 This Agreement and the other agreements and instruments to be
entered into by Distributor in connection with this Agreement are the legal,
valid and binding obligations of Distributor, enforceable against it in
accordance with its terms.
9. Privacy.
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Nonpublic personal financial information relating to consumers or
customers of the Funds provided by, or at the direction of, HGI to the
Distributor, or collected or retained by the Distributor to perform its duties
as distributor, shall be considered confidential information. The Distributor
shall not disclose or otherwise use nonpublic personal financial information
relating to present or former shareholders of the Funds other than for the
purposes for which that information was disclosed to the Distributor, including
use under an exception in sections 248.14 or 248.15 of Securities and Exchange
Commission Regulation S-P in the ordinary course of business to carry out those
purposes. The Distributor shall have in place and maintain physical,
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electronic and procedural safeguards reasonably designed to protect the
security, confidentiality and integrity of, and to prevent unauthorized access
to or use of records and information relating to consumers of the Funds. HGI
represents to the Distributor that it has adopted a Statement of its privacy
policies and practices as required by Securities and Exchange Commission
Regulation S-P and agrees to provide BISYS with a copy of that statement
annually.
10. Notices.
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Any notice provided hereunder shall be sufficiently given when sent by
registered or certified mail to the party required to be served with such notice
at the following address: if to HGI, to it at 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxx,
Xxxxxxxxx 00000, Attn: Xx. Xxxx Xxxxx, Vice President; and if to BISYS, to it at
0000 Xxxxxxx Xxxx, Xxxxxxxx, Xxxx 00000, Attn: President, or at such other
address as such party may from time to time specify in writing to the other
party pursuant to this Section.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first written
above.
HEARTLAND GROUP, INC.
By: ___________________________________________________
Title: ________________________________________________
Date: _________________________________________________
HEARTLAND INVESTOR SERVICES LLC
By: ___________________________________________________
Title: ________________________________________________
Date: _________________________________________________
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SCHEDULE A
TO THE DISTRIBUTION AGREEMENT
BETWEEN
HEARTLAND GROUP, INC.
AND
HEARTLAND INVESTOR SERVICES, INC.
FUNDS:
Heartland Value Fund
Heartland Value Plus Fund
Heartland Select Value Fund
Heartland Wisconsin Tax-Free Fund
DISTRIBUTION AND SERVICES PLAN:
A-1
