0001144204-08-012216 Sample Contracts

SHAREHOLDER SERVICING AGREEMENT
Shareholder Servicing Agreement • February 28th, 2008 • Heartland Group Inc • Colorado

THIS SHAREHOLDER SERVING AGREEMENT (“Agreement”) made and entered into between ALPS Distributors, Inc. (“ADI”), a Colorado corporation having its principal place of business at 1290 Broadway, Suite 1100, Denver, Colorado 80203, and _________________________________________, a _______________________________ company having its principal place of business at______________________________, _________________, _______________(hereinafter “Servicer”).

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BROKER DEALER SELLING AGREEMENT
Broker Dealer • February 28th, 2008 • Heartland Group Inc • Colorado

THIS BROKER DEALER SELLING AGREEMENT (“Agreement”) made and entered into between ALPS Distributors, Inc. (“ADI”), a Colorado corporation having its principal place of business at 1290 Broadway, Suite 1100, Denver, Colorado 80203, and____________________________________, a _________________________ company having its principal place of business ________________________________________________________ (hereinafter “Broker/Dealer”).

FOURTH AMENDMENT TO FUND ACCOUNTING AGREEMENT
Fund Accounting Agreement • February 28th, 2008 • Heartland Group Inc • Ohio

This Fourth Amendment to Fund Accounting Agreement (this “Amendment”), dated as of February ___, 2008, amends that certain Fund Accounting Agreement, dated as of June 30, 2000 (the “Agreement”), as previously amended on September 1, 2005, November 25, 2005, and on November 14, 2007 (the “Prior Amendments”), and is entered into between Heartland Group Inc., a Maryland corporation (the “Fund Company”), and Citi Fund Services Ohio, Inc., an Ohio corporation, formerly known as BISYS Fund Services Ohio, Inc. (“Citi”).

THIRD AMENDMENT TO TRANSFER AGENCY AGREEMENT
Transfer Agency Agreement • February 28th, 2008 • Heartland Group Inc • Ohio

This Third Amendment to Transfer Agency Agreement (this “Amendment”), dated as of February ___, 2008, amends that certain Transfer Agency Agreement, dated as of October 22, 2001 (the “Agreement”), as previously amended on September 1, 2005, and on November 14, 2007 (the “Prior Amendments”), and is entered into between Heartland Group Inc., a Maryland corporation (the “Fund Company”), and Citi Fund Services Ohio, Inc., an Ohio corporation, formerly known as BISYS Fund Services Ohio, Inc. (“Citi”).

AMENDMENT TO TRANSFER AGENCY AGREEMENT, FUND ACCOUNTING AGREEMENT AND BLUE SKY SERVICES AGREEMENT
Transfer Agency Agreement • February 28th, 2008 • Heartland Group Inc

This Amendment, dated as of November 14, 2007 (the "Amendment"), amends the Fund Accounting Agreement dated as of June 30, 2000 (as amended to date, the "Fund Accounting Agreement"), the Transfer Agency Agreement dated as of October 22, 2001 (as amended to date, the "TA Agreement"), and the Blue Sky Services Agreement dated as of October 22, 2001 (as amended to date, the "Blue Sky Agreement," and together with the Fund Accounting Agreement and the TA Agreement, the "Agreements"), each between Heartland Group, Inc., a Maryland corporation (the "Company"), and Citi Fund Services Ohio, Inc., an Ohio corporation formally known as BISYS Fund Services Ohio, Inc. ("Citi"), each of the Agreements as amended by an Amendment dated September 1, 2005 (the "Prior Amendment"). Capitalized terms not otherwise defined herein shall have the meanings given to them in the Agreements.

HEARTLAND GROUP, INC. AMENDED AND RESTATED RULE 12b-1 PLAN AND AGREEMENT (as revised February 28, 2008 and effective as of May 1, 2008)
Plan and Agreement • February 28th, 2008 • 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 August 1, 2007 (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 rename the existing class of shares of the Funds as “Investor Class” Shares and add “Institutional Class” Shares of the Funds to the Plan as set forth below. The Plan, as amended and restated herein, shall become effective with respect to each class of shares of each Fund identified in Schedule A attached

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