0001144204-14-063921 Sample Contracts

SECOND AMENDMENT TO SECURITIES LENDING AGENCY AGREEMENT
Securities Lending Agency Agreement • October 30th, 2014 • Heartland Group Inc

This Second Amendment (this “Amendment”) to the Securities Lending Agency Agreement is dated as of September 24, 2014, by and among Heartland Group, Inc., a registered investment company organized under the laws of Maryland (“Heartland Group”), and Brown Brothers Harriman & Co., a New York limited partnership (“BBH&Co.”), as acknowledged and agreed by Heartland Advisors, Inc., investment advisor to the Funds.

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Amendment No. 4 to Transfer Agency and Services Agreement
Agency and Services Agreement • October 30th, 2014 • Heartland Group Inc • Colorado

This Amendment No. 4 to Transfer Agency and Services Agreement (this "Amendment") is made this 26th day of August, 2014, by and between Heartland Group, Inc., a Maryland corporation (the "Fund"), and ALPS Fund Services, Inc., a Colorado corporation ("ALPS").

SECOND AMENDMENT TO CUSTODIAN AGREEMENT
Custodian Agreement • October 30th, 2014 • Heartland Group Inc • New York

This Second Amendment, dated as of September 19, 2014 (the “Second 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, and amended May 24, 2013, by and between the Fund and the Custodian (the “Agreement”).

Mutual Consent to Add Series to Heartland Group, Inc. Investment Advisory Agreement Dated January 12, 1987
Mutual Consent • October 30th, 2014 • 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 15 day of August, 2014, and modifies the Investment Advisory Agreement by and between the Fund Company and the Advisor dated January 12, 1987, as modified, (the “Agreement”) in accordance with the terms thereof.

HEARTLAND GROUP, INC. OPERATING EXPENSE LIMITATION AGREEMENT with HEARTLAND ADVISORS, INC.
Operating Expense Limitation Agreement • October 30th, 2014 • Heartland Group Inc • Wisconsin

THIS OPERATING EXPENSE LIMITATION AGREEMENT (the “Agreement”) is made as of the 15 day of August, 2014, 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.

HEARTLAND GROUP, INC. AMENDED AND RESTATED RULE 12b-1 PLAN AND AGREEMENT (as revised August 26, 2014 and effective as of October 31, 2014)
Plan and Agreement • October 30th, 2014 • 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 May 16, 2013 (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 Mid Cap Value Fund as noted in Schedule A hereto. The Plan, as amended and restated herein, shall become effective with respect to the Heartland Mid Cap Value Fund on October 31, 2014.

Amendment No. 4 to Administration, Bookkeeping and Pricing Services Agreement
Services Agreement • October 30th, 2014 • Heartland Group Inc • Colorado

This Amendment No. 4 to Administration, Bookkeeping and Pricing Services Agreement (the “Amendment”) is made this 26th day of August, 2014, by and between Heartland Group, Inc., a Maryland corporation (the “Fund”), and ALPS Fund Services, Inc., a Colorado corporation (“ALPS”).

Amendment No. 4 to Transfer Agency Interactive Client Services Agreement
Interactive Client Services Agreement • October 30th, 2014 • Heartland Group Inc • Colorado

This Amendment No. 4 to Transfer Agency Interactive Client Services Agreement (the “Amendment”) is made this 26th day of August, 2014, between Heartland Group, Inc., a Maryland corporation (the “Fund”) and ALPS Fund Services, Inc., a Colorado corporation (“ALPS”).

Amendment No. 4 to Distribution Fee Letter Agreement
Letter Agreement • October 30th, 2014 • Heartland Group Inc • Colorado

This Amendment to Distribution Fee Letter Agreement (the “Amendment”) is made this 26th day of August, 2014, 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 Distribution Agreement
Distribution Agreement • October 30th, 2014 • Heartland Group Inc • Colorado

This Amendment No. 2 to Distribution Agreement (the “Amendment”) is made this 26th day of August, 2014, by and between Heartland Group, Inc., a Maryland corporation (the “Fund”), and ALPS Distributors, Inc., a Colorado corporation (the “Distributor”).

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