EXHIBIT (e.7)
Heartland
Funds Logo
HEARTLAND INVESTOR SERVICES, LLC
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DEALER AGREEMENT
Ladies and Gentlemen:
As the principal underwriter of the shares ("Shares") of certain mutual fund
portfolios ("Funds") of Heartland Group, Inc. ("HGI") listed in Exhibit A
attached hereto, which list of portfolios may be changed from time to time by
giving you written notice of the change, Heartland Investor Services, LLC (the
"Distributor" ) hereby agrees with you as follows:
1. You hereby represent that you are a member in good standing of the
National Association of Securities Dealers, Inc. ("NASD") and that you are
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 also represent that you are a member in
good standing of the Securities Investor Protection Corporation ("SIPC").
We both agree to abide by the Rules of Fair Practice of the NASD and all
applicable laws, rules and regulations, including applicable federal and
state securities laws, rules and regulations that are now or may become
applicable to transactions hereunder. You agree that it is your
responsibility to determine the suitability of any Fund Shares as
investments for your customers, and that the Distributor has no
responsibility for such determination. You further agree to maintain all
records required by applicable law or otherwise reasonably requested by
the Distributor relating to Fund transactions that you have executed. In
addition, you agree to notify us immediately in the event your status as a
SIPC member changes.
2. We have furnished you with a list of the states or other jurisdictions in
which Fund Shares have been registered for sale or are otherwise qualified
for sale. Such list appears in Exhibit B attached hereto. Shares of the
Funds may from time to time be registered or otherwise qualified for sale
in states or jurisdictions other than those listed in Exhibit B. Those
states or jurisdictions are incorporated into Exhibit B by reference. You
agree to indemnify us and/or the Funds for any claim, liability, expense
or loss in any way arising out of a sale of Shares in any state or
jurisdiction in which such Shares are not so registered or qualified for
sale.
3. In all sales of Fund Shares, you shall act as agent for your customers or
as principal for your own bona fide investment. In no transaction shall
you act as our agent or as agent for any Fund or the Funds' Transfer
Agent. As agent for your customers, you are hereby authorized to: (i)
place orders directly with the investment company (the "Company") for the
purchase of Shares and (ii) tender Shares to the Company for redemption,
in each case subject to the terms and conditions set forth in the
applicable prospectus ("Prospectus") and the operating procedures and
policies established by us. The minimum dollar purchase of Shares shall be
the applicable minimum amount set forth in the applicable Prospectus, 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
are subject to acceptance or rejection by the Distributor in its sole
discretion. No person is authorized to make any representations concerning
Shares of any Fund except such representations contained in the relevant
then-current Prospectus and statement of additional information
("Statement of Additional Information") and in such supplemental
information that may be supplied to you by us for a Fund. If you should
make such an unauthorized representation, you agree to indemnify the Funds
and us from and against any and all claims, liability, expense or loss in
any way arising out of or in any way connected with such representation.
You are specifically authorized to distribute
the Prospectus and Statement of Additional Information and sales material
received from us. No person is authorized to distribute any other sales
material relating to a Fund without our prior written approval. You
further agree to deliver, upon our request, copies of any relevant amended
Prospectus and Statement of Additional Information to shareholders of the
Fund to whom you have sold Shares. As agent for your customers, you shall
not withhold placing customers' orders for any Shares so as to profit
yourself as a result of such withholding and shall not purchase any Shares
from us except for the purpose of covering purchase orders already
received.
If any Shares purchased by you are repurchased by a Fund or by us for the
account of a Fund, or are tendered for redemption within seven business
days after confirmation by us of the original purchase order for such
Shares, (i) you agree forthwith to refund to us the full concession
allowed to you on the original sale and (ii) we shall forthwith pay to
such Fund that part of the discount retained by us on the original sale.
Notice will be given to you of any such repurchase or redemption within
ten days of the date on which the tender of Shares for redemption is
delivered to us or to the Fund. Neither party to this Agreement shall
purchase any Shares from a record holder at a price lower than the net
asset value next computed by or for the issuer thereof. Nothing in this
subparagraph shall prevent you from selling Shares for the account of a
record holder to us or the issuer and charging the investor a fair
commission for handling the transaction. Any order placed by you for the
repurchase of Shares of a Fund is subject to the timely receipt by the
Company of all required documents in good order. If such documents are not
received within a reasonable time after the order is placed, the order is
subject to cancellation, in which case you agree to be responsible for any
loss resulting to the Fund or to us from such cancellation.
4. We will furnish you, upon request, with offering prices for the Shares in
accordance with the then-current Prospectuses for the Funds, and you agree
to quote such prices subject to confirmation by us on any Shares offered
to you for sale. The public offering price shall equal the net asset value
per Share of a Fund plus a front-end sales load, if applicable. We reserve
the right to waive sales charges. Each price is always subject to
confirmation, and will be based upon the net asset value next computed
after receipt by us of an order that is in good form. 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.
5. On each purchase of Shares by you from us, you shall be entitled to
receive such dealer allowances, concessions, finder's fees, sales charges,
discounts and other compensation, if any, as described and set forth in
the Funds' Prospectus and Statement of Additional Information. Your
customer will be entitled to a front-end sales load reduction with respect
to purchases made under a letter of intent ("Letter of Intent") or right
of accumulation ("Right of Accumulation") described in the Prospectuses.
In such case, your dealer's concession will be based upon such reduced
sales load; however, in the case of a Letter of Intent signed by your
customer, an adjustment to a higher dealer's concession will thereafter be
made to reflect actual purchases by your customer if he or she should fail
to fulfill the Letter of Intent. Your customer will be entitled to an
additional front-end sales load reduction in those instances in which the
customer makes purchases that exceed the dollar amount indicated in the
Letter of Intent and qualifies for an additional front-end sales load
reduction pursuant to the appropriate Prospectus. In such case, your
dealer's concession will be reduced to reflect such additional sales load
reduction. When placing wire trades, you agree to advise us of any Letter
of Intent signed by your customer or of any Right of Accumulation
available to such customer of which he or she has made you aware. If you
fail to so advise us, you will be liable for the return of any commissions
plus interest thereon.
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6. With respect to orders that are placed for the purchase of Fund Shares,
unless otherwise agreed, settlement shall be made with the Company within
three (3) business days after our acceptance of the order. If payment is
not so received or made, we reserve the right to cancel the sale, or, at
our option, to sell the Shares to the Funds at the then prevailing net
asset value. In this event or in the event that you cancel the trade for
any reason, you agree to be responsible for any loss resulting to the
Funds or to us from your failure to make payments as aforesaid. You shall
not be entitled to any gains generated thereby.
7. You shall be responsible for the accuracy, timeliness and completeness of
any orders transmitted by you on behalf of your customers by wire or
telephone for purchases, exchanges or redemptions, and shall indemnify us
against any claims by your customers as a result of your failure to
properly transmit their instructions. In addition, you agree to guarantee
the signatures of your customers when such guarantee is required by the
Prospectus of a Fund. In that connection, you agree to indemnify and hold
harmless all persons, including us and the Funds' Transfer Agent, against
any and all loss, cost, damage or expense suffered or incurred in reliance
upon such signature guarantee.
8. No advertisement or sales literature with respect to a Fund (as such terms
are defined in the NASD's Rules of Fair Practice) shall be used by you
without first having obtained our approval.
9. 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, we shall have the right to manage
our own defense, including the selection and engagement of legal counsel,
and all costs of such defense shall be borne by you.
10. 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 members of a Fund's Board of Directors who are not
"interested persons" (as such term is defined in the 1940 Act), or (with
respect to a Fund) by a vote of a majority of the outstanding voting
securities of that Fund on ten days' written notice.
11. 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.
12. You hereby represent 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 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.
13. 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.
14. 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
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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.
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:
(Firm)
By ________________________________________ By
________________________________
Authorized Officer Date Date
Title:___________________________
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EXHIBIT A to the Dealer Agreement
INVESTMENT PORTFOLIOS OF
The Heartland Group, Inc.
FUND NAME CUSIP
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Heartland Value Plus 422352500
Heartland Value Fund 422359109
Heartland Select Value Fund 422352807
Heartland Wisconsin Tax Free Fund 422352203
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EXHIBIT B to the Dealer Agreement
The Heartland Funds
Blue Sky Information
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FUND NAME STATES/JURISDICTIONS REGISTERED
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Heartland Value Plus Fund All ▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇
Heartland Value Fund
Heartland Select Value Fund
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Heartland Wisconsin Tax Free Fund
Wisconsin
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