EXHIBIT (a)(1)

FIRST: The undersigned, Conrad G. Goodkind, whose post office address is 411 East Wisconsin Avenue, Milwaukee, Wisconsin 53202, being at least eighteen years of age, under and by virtue of the General Laws of the State of Maryland authorizing the formation of corporations, is acting as sole incorporator with the intention of forming a corporation.

SECOND: The name of the corporation is Heartland Group, Inc. (the "Corporation").

THIRD: The duration of the Corporation shall be perpetual.

FOURTH: The purposes for which the Corporation is formed are:

(a) To hold, invest and reinvest its funds, and in connection therewith to hold part or all of its funds in cash, and to purchase, subscribe for or otherwise acquire, hold for investment or otherwise, to trade and deal in, write, sell, assign, negotiate, transfer, exchange, lend, pledge or otherwise dispose of or turn to account or realize upon, securities (which term "securities" shall, for the purposes of these Articles of Incorporation, without limiting the generality thereof, be deemed to include any bonds, debentures, stocks, shares, bills, notes, mortgages, financial futures contracts or other obligations or evidences of indebtedness, and any options, certificates, receipts, warrants or other instruments representing rights to receive, purchase or subscribe for the same or indices thereof, or evidencing or representing any other rights or interests therein, or in any property or assets; and any negotiable or non- negotiable instruments and money market instruments, including bank certificates of deposit, finance paper, commercial paper, bankers' acceptances and all kinds of repurchase or reverse repurchase agreements) created or issued by any United States or foreign issuer (which term "issuer" shall, for the purpose of these Articles of Incorporation, without limiting the generality thereof, be deemed to include any persons, firms, associations, partnerships, corporations, syndicates, combinations, organizations, governments or subdivisions, agencies or instrumentalities of any government); and to exercise, as owner or holder of any securities, all rights, powers and privileges in respect thereof; and to do any and all acts and things for the preservation, protection, improvement and enhancement in value of any and all such securities.

(b) To apply for, obtain, purchase or otherwise acquire, any copyrights, licenses, trademarks, trade names, patents and the like, which may be capable of being used for any of the purposes of the Corporation; and to use, exercise, develop, grant licenses in respect of, sell and otherwise turn to account, the same.

(c) To issue and sell shares of its own capital stock and securities convertible into such capital stock in such amounts and on such terms and conditions, for such purposes and for such amount or kind of consideration (including without limitation thereto, securities) now or hereafter permitted by the laws of the State of Maryland, by the Investment Company Act of 1940 (the "1940 Act") and by these Articles of Incorporation, as its Board of Directors may authorize and approve.

(d) To purchase or otherwise acquire, hold, dispose of, resell, transfer, reissue, retire or cancel (all without the vote or consent of the stockholders of the Corporation) shares of its capital stock in any manner and to the extent now or hereafter permitted by the laws of the State of Maryland, by the 1940 Act and by these Articles of Incorporation.

(e) To conduct its business in all its branches at one or more offices in Maryland and elsewhere in any part of the world, without restriction or limit as to extent.

(f) To exercise and enjoy, in Maryland and in any other states, territories, districts and United States dependencies and in foreign countries, all of the powers, rights and privileges granted to, or conferred upon, corporations by the General Laws of the State of Maryland now or hereafter in force.

(g) In general to carry on any other business in connection with or incidental to its corporate purposes, to do everything necessary, suitable or proper for the accomplishment of such purposes or for the attainment of any object or the furtherance of any power hereinbefore set forth, either alone or in association with others, to do every other act or thing incidental or appurtenant to or growing out of or connected with its business or purposes, objects or powers, and, subject to the foregoing, to have and exercise all the powers, rights and privileges conferred upon corporations by the laws of the State of Maryland as in force from time to time.

The foregoing objects and purposes shall, except as otherwise expressly provided, be in no way limited or restricted by reference to, or inference from, the terms of any other clause of this or any other Article of these Articles of Incorporation, and shall each be regarded as independent and construed as a power as well as an object and a purpose, and the enumeration of specific purposes, objects and powers shall not be construed to limit or restrict in any manner the meaning of general terms or the general powers of the Corporation now or hereafter conferred by the laws of Maryland, nor shall the expression of one thing be deemed to exclude another though it be of like nature, not expressed; provided however, that the Corporation shall not have power to carry on any business whatsoever the carrying on of which would preclude it from being classified as an ordinary business corporation under the laws of the State of Maryland.

FIFTH: The post office address of the principal office of the Corporation in the State of Maryland is 32 South Street, Baltimore, Maryland 21202. The name of the resident agent of the

Corporation in the State of Maryland is The Corporation Trust Incorporated, and the post office address of the resident agent is 32 South Street, Baltimore, Maryland 21202.

SIXTH: The total number of shares of capital stock of all classes which the Corporation shall have authority to issue is one billion (1,000,000,000) shares, of the par value of one-tenth of one cent ($.001) (the "Shares"), and of the aggregate par value of one million dollars ($1,000,000). One hundred million of such Shares may be issued in the following class, such class comprising the number of shares and having the designation indicated; subject, however, to the authority herein granted to the Board of Directors to increase or decrease any such number of Shares:

Heartland U.S. Government High Yield Fund 100,000,000 Shares

The balance of nine hundred million Shares may be issued by the Board of Directors in such initial classes, or in any new class or classes, each comprising such number of Shares and having such preferences, rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption as shall be fixed and determined from time to time by resolution or resolutions providing for the issuance of such Shares adopted by the Board of Directors, to whom authority so to fix and determine the same is hereby expressly granted. In addition, the Board of Directors is hereby expressly granted authority to increase or decrease the number of Shares of any class, but the number of Shares of any class shall not be decreased by the Board of Directors below the number of Shares thereof then outstanding.

The Board of Directors may classify or reclassify any unissued Shares into one or more classes that may be established and designated from time to time. The Corporation may hold as treasury Shares, reissue for such consideration and on such terms as the Board of Directors may determine, or cancel, at its discretion from time to time, any Shares of any class reacquired by the Corporation.

Heartland U.S. Government High Yield Fund. The Shares of said class and any Shares of any further class that may from time to time be established and designated by the Board of Directors (unless provided otherwise by the Board of Directors with respect to such further class at the time of establishing and designating such further class) shall have the following relative preferences, rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption.

All dividends on Shares of a particular class shall be paid only out of the income belonging to that class and capital gains distributions on Shares of a particular class shall be paid only out of the capital gains belonging to that class. All dividends and distributions on Shares of a particular class shall be distributed pro rata to the holders of that class in proportion to the number of Shares of that class held by such holders at the date and time of record established for the payment of such dividends or distributions, except that in connection with any dividend or distribution program or procedure the Board of Directors may determine that no dividend or distribution shall be payable on Shares as to which the Shareholder's purchase order and/or payment have not been received by the time or times established by the Board of Directors under such program or procedure.

The Board of Directors shall have the power, in its sole discretion, to distribute in any fiscal year as dividends, including dividends designated in whole or in part as capital gains distributions, amounts sufficient, in the opinion of the Board of Directors, to enable the Corporation to qualify as a regulated investment company under the Internal Revenue Code of 1986, or any amended version thereof or any successor or comparable statute thereto, and regulations promulgated thereunder, and to avoid liability of the Corporation for Federal income tax in respect of that year. However, nothing in the foregoing shall limit the authority of the Board of Directors to make distributions greater than or less than the amount necessary to qualify as a regulated investment company and to avoid liability of the Corporation for such tax.

Dividends and distributions may be paid in cash, property or Shares, or a combination thereof, as determined by the Board of Directors or pursuant to any program that the Board of Directors may have in effect at the time. Any such dividend or distribution paid in Shares will be paid at the current net asset value thereof as defined in Subsection (h) of this
Section 7.2.

The Board of Directors may determine to maintain the net asset value per Share of any class at a designated constant dollar amount and in connection therewith may adopt procedures not inconsistent with the 1940 Act for the continuing declarations of income attributable to that class as dividends payable in additional Shares of that class at the designated constant dollar amount and for the handling of any losses attributable to that class.

NINTH: The number of directors constituting the Board of Directors shall be six, which number may be changed in accordance with the Bylaws of the Corporation, but shall never be less than three. The names of the persons who shall act as directors until the first annual meeting of the Corporation and until their successors have been duly chosen and qualified are: William J. Nasgovitz, Robert A. Cooper, Thomas A. Bausch, Jon D. Hammes, Charles C. McMullen and Robert F. Benz.

authorized to take such action upon the concurrence of a majority of the aggregate number of Shares entitled to vote thereon (or of a majority of the aggregate number of Shares of a class entitled to vote thereon as a separate class). The right to cumulate votes in the election of directors is expressly prohibited.

ELEVENTH: Except as may otherwise be provided in the Bylaws, the Board of Directors of the Corporation is expressly authorized to make, alter, amend and repeal Bylaws or to adopt new Bylaws of the Corporation, without any action on the part of the Shareholders; but the Bylaws made by the Board of Directors and the power so conferred may be altered or repealed by the Shareholders.

TWELFTH: The Corporation reserves the right from time to time to make any amendment of these Articles of Incorporation, now or hereafter authorized by law, including any amendment which alters contract rights, as expressly set forth in these Articles of Incorporation, of any outstanding Share. Any amendment to these Articles of Incorporation may be adopted at either an annual or special meeting of the Shareholders upon receiving an affirmative majority vote of all outstanding Shares and an affirmative majority of the outstanding Shares of each class entitled to vote thereon separately as a class in accordance with Subsection (f) of Section 7.2 hereof.

IN WITNESS WHEREOF, the undersigned incorporator of Heartland Group, Inc., who executed the foregoing Articles of Incorporation, hereby acknowledges the same to be his act and further acknowledges that, to the best of his knowledge, the matters and facts set forth therein are true in all material respects under the penalties of perjury.

Dated this 17th day of December, 1986.

/s/Conrad G. Goodkind
-------------------------------------
Conrad G. Goodkind, Sole Incorporator

EXHIBIT (b)

AMENDED AND RESTATED BY-LAWS
(through January 26, 1995 amendments)

OF

(A Maryland Corporation)

or in the Articles of Incorporation or these By-Laws. After the annual meeting of Stockholders to be held April 27, 1995 for the fiscal year of the Corporation ended December 31, 1994, for so long as the Corporation is registered under the federal Investment Company Act of 1940, as amended, the Corporation shall not be required to hold an annual meeting of shareholders in any year in which the election of directors is not required to be acted on by shareholders under the Investment Company Act of 1940, as amended.

Notice of any Stockholders' meeting need not be given to any Stockholder who shall sign a written waiver of such notice whether before or after the time of such meeting, which waiver shall be filed with the record of such

meeting, or to any Stockholder who is present at such meeting in person or by proxy. Notice of adjournment of a Stockholders' meeting to another time or place need not be given if such time and place are announced at the meeting.

be construed to preclude any Director from serving the Corporation in any other capacity or from receiving compensation therefor.

and property of the Corporation and general supervision over its officers, employees and agents. Except as the Board of Directors may otherwise order, he may sign in the name and on behalf of the Corporation all deeds, bonds, contracts, or agreements. He shall exercise such other powers and perform such other duties as from time to time may be assigned to him by the Board of Directors.

Any Assistant Treasurer may perform such duties of the Treasurer as the Treasurer or the Board of Directors may assign, and, in the absence of the Treasurer, he may perform all the duties of the Treasurer.

Any Assistant Secretary may perform such duties of the Secretary as the Secretary or the Board of Directors may assign, and, in the absence of the Secretary, he may perform all the duties of the Secretary.

for such period, have such authority and perform such duties as the Board of Directors may determine. The Board of Directors from time to time may delegate to one or more officers or agents the power to appoint any such subordinate officers or agents and to prescribe their respective rights, terms of office, authorities and duties.

A majority of the members of the Board of Directors who are not interested persons (as such term is defined in the Investment Company Act of 1940, as amended, and the Rules of the Securities and Exchange Commission promulgated thereunder) of the Corporation shall select the Accountant: (a) at any meeting held within 30 days before or 90 days after the beginning of the fiscal year of the Corporation for fiscal years during which no annual meeting of Stockholders is held; and (b) within 30 days before or after the beginning of the fiscal year of the Corporation or before the annual meeting of Stockholders for any fiscal year in which an annual meeting of Stockholders is held. With respect to fiscal years during which an annual meeting of Stockholders is held, the Board's selection of the Accountant shall be submitted for ratification or rejection at such annual meeting of Stockholders. If the Stockholders shall reject the Board's selection of the Accountant at such meeting, the Accountant shall be selected by majority vote of the Corporation's outstanding voting securities, either at the meeting at which the rejection oc curred or at a subsequent meeting of Stockholders called for that purpose.

Any vacancy occurring due to the resignation of the Accountant may be filled by the vote of a majority of the members of the Board of Directors who are not interested persons of the Corporation (as that term is defined in the Investment Company Act of 1940, as amended, and the Rules of the Securities and Exchange Commission promulgated thereunder).

Subject to such rules, regulations and orders as the Securities and Exchange Commission may adopt, the Corporation may direct a custodian to deposit all or any part of the securities owned by the Corporation in a system for the central handling of securities established by a national securities exchange or a national securities association registered with the Securities and Exchange Commission, or otherwise in accordance with the Investment Company Act of 1940, as amended, pursuant to which system all securities of any issuer deposited within the system are treated as fungible and may be transferred or pledged by bookkeeping entry without physical delivery of such securities, provided that all such deposits shall be subject to withdrawal only upon the order of the Corporation, a custodian, or pursuant to an agreement between a custodian and a futures commission merchant to meet the margin requirements of a registered securities exchange or contract market and in accordance with the Investment Company Act of 1940, as amended.

(a) whether or not there is an adjudication of liability in such Proceeding, the Corporation shall not indemnify any person for any liability arising by reason of such person's willful misfeasance,

bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his office or under any contract or agreement with the Corporation ("disabling conduct"); and

(b) the Corporation shall not indemnify any person unless:

(1) the court or other body before which the Proceeding was brought (i) dismisses the Proceeding for insufficiency of evidence of any disabling conduct, or (ii) reaches a final decision on the merits that such person was not liable by reason of disabling conduct; or

(2) absent such a decision, a reasonable determination is made, based upon a review of the facts, by (i) the vote of a majority of a quorum of the Directors of the Corporation who are neither interested persons of the Corporation as defined in the Investment Company Act of 1940 nor parties to the Proceeding, or
(ii) if such quorum is not obtainable, or even if obtainable, if a majority of a quorum of Directors described in paragraph
(b)(2)(i) above so directs, by independent legal counsel in a written opinion, that such person was not liable by reason of disabling conduct.

Expenses (including attorneys' fees) incurred in defending a Proceeding will be paid by the Corporation in advance of the final disposition thereof upon an undertaking by such person to repay such expenses (unless it is ultimately determined that he is entitled to indemnification), if:

(1) such person shall provide adequate security for his undertaking;

(2) the Corporation shall be insured against losses arising by reason of such advance; or

(3) a majority of a quorum of the Directors of the Corporation who are neither interested persons of the Corporation as defined in the Investment Company Act of 1940 nor parties to the Proceeding, or independent legal counsel in a written opinion, shall determine, based on a review of readily available facts, that there is reason to believe that such person will be found to be entitled to indemnification.

other enterprise against any liability asserted against him and incurred by him in or arising out of his position. However, in no event will the Corporation purchase insurance to indemnify any such person for any act for which the Corporation itself is not permitted to indemnify him.

EXHIBIT (d)(1)

INVESTMENT ADVISORY AGREEMENT
BETWEEN
HEARTLAND GROUP, INC.
AND
HEARTLAND ADVISORS, INC.

INVESTMENT ADVISORY AGREEMENT, made as of the 23rd day of October, 1984, by and between the Heartland Value Fund Series (the "Fund") of Heartland Group, Inc., a Maryland corporation (as successor in interest by merger of Heartland Value Fund, Inc.), and Heartland Advisors, Inc. (the "Advisor"), a Wisconsin corporation (formerly known as Milwaukee Asset Management, Inc. and, prior to that, known as The Milwaukee Company Advisers, Inc.).

W I T N E S S E T H :

WHEREAS, the Fund will be engaged in business as an open-end investment management company and registered as such under the Investment Company Act of 1940, as amended (the "1940 Act"); and

WHEREAS, the Advisor is engaged in the business of rendering investment supervisory services and is registered as an investment advisor under the Investment Advisors Act of 1940, as amended; and

WHEREAS, the Fund desires the Advisor to render investment supervisory services to the Fund in the manner and on the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the premises and the mutual promises hereinafter set forth, the parties hereto agree as follows:

1. DUTIES AND RESPONSIBILITIES OF ADVISOR.

A. INVESTMENT ADVISORY SERVICES. The Advisor shall act as investment adviser and shall supervise and direct the investments of the Fund in accordance with the Fund's investment objectives, programs and restrictions as provided in its Prospectus and Statement of Additional Information, as amended from time to time, and such other limitations as the Fund may impose by notice in writing to the Advisor. The Advisor shall obtain and evaluate such information relating to the economy, industries, businesses, securities markets and securities as it may deem necessary or useful in the discharge of its obligations hereunder and shall formulate and implement a continuing program for the management of the assets and resources of the Fund in a manner consistent with its investment objective. In furtherance of this duty, the Advisor as agent and attorney-in-fact with respect to the Fund, is authorized, in its discretion and without prior consultation with the Fund, to:

(i) buy, sell, exchange, convert, lend, and otherwise trade in any stocks, bonds, and other securities or assets;

(ii) borrow on behalf of and in the name of the Fund, but only for the purposes and to the extent described in the Fund's then current Prospectus; and

(iii) place orders and negotiate the commissions (if any) for the execution of transactions in securities with or through such brokers, dealers, underwriters or issuers as the Advisor may select.

B. FINANCIAL, ACCOUNTING, AND ADMINISTRATIVE SERVICES. The Advisor shall maintain the corporate existence and corporate records of the Fund; maintain the registrations and qualifications of Fund shares under federal and state law; monitor the financial, accounting, and administrative functions of the Fund; maintain liaison with the various agents employed by the Fund (including the Fund's transfer agent, custodian, independent accountants and legal counsel) and assist in the coordination of their activities on behalf of the Fund.

C. REPORTS TO FUND. The Advisor shall furnish to or place at the disposal of the Fund such information, reports, evaluations, analyses and opinions as the Fund may, at any time or from time to time, reasonably request or as the Advisor may deem helpful to the Fund.

D. REPORTS AND OTHER COMMUNICATIONS TO FUND SHAREHOLDERS. The Advisor shall assist the Fund in developing all general shareholder communications, including regular shareholder reports.

E. FUND PERSONNEL. The Advisor agrees to permit individuals who are either officers or employees of the Advisor to serve (if duly elected or appointed) as officers, directors, members of any committee of directors, members of any advisory board, or members of any other committee of the Fund, without remuneration from or other cost to the Fund.

F. PERSONNEL, OFFICE SPACE, AND FACILITIES OF ADVISOR. The Advisor at its own expense shall furnish or provide and pay the cost of such office space, office equipment, office personnel, and office services as it requires in the performance of its investment advisory and other obligations under this Agreement.

2. ALLOCATION OF EXPENSES.

A. EXPENSES PAID BY ADVISOR.

(1) SALARIES AND FEES OF OFFICERS. The Advisor shall pay all salaries, expenses, and fees of the officers and directors of the Fund who are affiliated with the Advisor.

(2) ASSUMPTION OF FUND EXPENSES BY ADVISOR. The payment or assumption by the Advisor of any expense of the Fund that the Advisor is not required by this Agreement to pay or assume shall not obligate the Advisor to pay or assume the same or any similar expense of the Fund on any subsequent occasion.

B. EXPENSES PAID BY FUND. The Fund shall bear all expenses of its organization, operations, and business not specifically assumed or agreed to be paid by the Advisor as provided in this Agreement. In particular, but without limiting the generality of the foregoing, the Fund shall pay:

(1) CUSTODY AND ACCOUNTING SERVICES. All expenses of the transfer, receipt, safekeeping, servicing and accounting for the Fund's cash, securities, and other property, including all charges of depositories, custodians, and other agents, if any;

(2) SHAREHOLDER SERVICING. All expenses of maintaining and servicing shareholder accounts, including all charges of the Fund's transfer, shareholder recordkeeping, dividend disbursing, redemption, and other agents, if any;

(3) SHAREHOLDER COMMUNICATIONS. All expenses of preparing, setting in type, printing, and distributing reports and other communications to shareholders;

(4) SHAREHOLDER MEETINGS. All expenses incidental to holding meetings of Fund shareholders, including the printing of notices and proxy material, and proxy solicitation therefor;

(5) PROSPECTUSES. All expenses of preparing, setting in type, and printing of annual or more frequent revisions of the Fund's Prospectus and of mailing them to shareholders;

(6) PRICING. All expenses of computing the Fund's net asset value per share, including the cost of any equipment or services used for obtaining price quotations;

(7) COMMUNICATION EQUIPMENT. All charges for equipment or services used for communication between the Advisor or the Fund and the custodian, transfer agent or any other agent selected by the Fund;

(8) LEGAL AND ACCOUNTING FEES AND EXPENSES. All charges for services and expenses of the Fund's legal counsel and independent auditors;

(9) DIRECTORS' FEES AND EXPENSES. All compensation of directors, other than those affiliated with the Advisor and all expenses incurred in connection with their service;

(10) FEDERAL REGISTRATION FEES. All fees and expenses of registering and maintaining the registration of the Fund under the 1940 Act and the registration of the Fund's shares under the Securities Act of 1933, as amended (the "1933 Act"), including all fees and expenses incurred in connection with the preparation, setting in type, printing, and filing of any registration statement and Prospectus under the 1933 Act or the 1940 Act, and any amendments or supplements that may be made from time to time;

(11) STATE REGISTRATION FEES. All fees and expenses of qualifying and maintaining qualification of the Fund and of the Fund's shares for sale under securities laws of

various states or jurisdictions, and of registration and qualification of the Fund under all other laws applicable to the Fund or its business activities;

(12) ISSUE AND REDEMPTION OF FUND SHARES. All expenses incurred in connection with the issue, redemption, and transfer of Fund shares, including the expense of confirming all share transactions, and of preparing and transmitting the Fund's stock certificates;

(13) BONDING AND INSURANCE. All expenses of bond, liability, and other insurance coverage required by law or deemed advisable by the Fund's Board of Directors;

(14) BROKERAGE COMMISSIONS. All brokers' commissions and other charges incident to the purchase, sale, or lending of the Fund's portfolio securities;

(15) TAXES. All taxes or governmental fees payable by or with respect of the Fund to Federal, state, or other governmental agencies, domestic or foreign, including stamp or other transfer taxes;

(16) TRADE ASSOCIATION FEES. All fees, dues, and other expenses incurred in connection with the Fund's membership in any trade association or other investment organization; and

(17) NONRECURRING AND EXTRAORDINARY EXPENSES. Such nonrecurring expenses as may arise, including the costs of actions, suits, or proceedings to which the Fund is a party and the expenses the Fund may incur as a result of its legal obligation to provide indemnification to its officers, directors, and agents.

3. ADVISORY FEES.

The Fund shall pay the Advisor a fee computed as described below, based on the value of the net assets of the Fund.

A. FEE RATE. The fee shall be payable in monthly installments, at the rate of 0.75% of the Fund's average daily net assets.

B. METHOD OF COMPUTATION. The fee shall be accrued for each calendar day and the sum of the daily fee accruals shall be paid monthly to the Advisor on the first business day of the next succeeding calendar month. The daily fee accruals will be computed by multiplying the fraction of one over the number of calendar days in the year by the applicable annual rate described in subparagraph (A) of this Paragraph 3, and multiplying this product by the net assets of the Fund as determined in accordance with the Fund's Prospectus as of the close of business on the previous business day on which the Fund was open for business.

C. EXPENSE LIMITATION. To the extent that the aggregate expenses of every character incurred by the Fund in any fiscal year, including but not limited to fees of the Advisor computed as hereinabove set forth, but excluding interest, taxes, brokerage, and other expenditures

which are capitalized in accordance with generally accepted accounting principles and extraordinary expenses, shall exceed the limit ("State Expense Limit") prescribed by any state in which the Fund's shares are qualified for sale, such excess amount shall be the liability of the Advisor to pay in the manner specified below. To determine the Advisor's liability for the Fund's expenses, the expenses of the Fund shall be annualized monthly as of the last day of the month. If the annualized expenses for any month exceed the State Expense Limit, the payment of the advisory fee for such month (if there be any) shall be reduced by such excess ("Excess Amount") and in the event the Excess Amount exceeds the amount due as the advisory fee, the Advisor shall remit to the Fund the difference between the Excess Amount and the amount due as the advisory fee; provided, however, that an adjustment shall be made on or before the last day of the first month of the next succeeding fiscal year if the aggregate expenses for the fiscal year do not exceed the State Expense Limit.

D. PRORATION OF FEE. If this Agreement becomes effective or terminates before the end of any month, the fee for the period from the effective date to the end of such month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proportion which such period bears to the full month in which such effectiveness or termination occurs.

4. BROKERAGE.

Subject to the approval of the board of directors of the Fund or the Advisor, in carrying out its duties under Paragraph l.A, may cause the Fund to pay a broker-dealer which furnishes brokerage or research services (as such services are defined under Section 28(e) of the Securities Exchange Act of 1934, as amended (the "1934 Act")) a higher commission than that which might be charged by another broker-dealer which does not furnish brokerage or research services or which furnishes brokerage or research services deemed to be of lesser value, if such commission is deemed reasonable in relation to the brokerage and research services provided by the broker-dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Advisor with respect to the accounts as to which it exercises investment discretion (as such term is defined under Section 3(a)(35) of the 1934 Act). The Fund may execute transactions through the Advisor or its affiliates on the terms and subject to the conditions described in the Fund's most recent Prospectus.

5. ADVISOR'S USE OF THE SERVICES OF OTHERS.

The Advisor may (at its cost except as contemplated by Paragraph 4 of this Agreement) employ, retain or otherwise avail itself of the services or facilities of other persons or organizations for the purpose of providing either it or the Fund with such statistical and other factual information, such advice regarding economic factors and trends, such advice as to occasional transactions in specific securities or such other information, advice or assistance as they may deem necessary, appropriate or convenient for the discharge of their obligations hereunder or otherwise helpful to the Fund, or in the discharge of their overall responsibilities with respect to the other accounts which they serve as investment adviser or commodity trading adviser.

6. OWNERSHIP OF RECORDS.

All records required to be maintained and preserved by the Fund pursuant to the provisions of rules or regulations of the Securities and Exchange Commission under Section 31(a) of the 1940 Act and maintained and preserved by the Advisor on behalf of the Fund are the property of the Fund and will be surrendered by the Advisor promptly on request by the Fund.

7. REPORTS TO ADVISOR.

The Fund shall furnish or otherwise make available to the Advisor such Prospectuses, financial statements, proxy statements, reports, and other information relating to the business and affairs of the Fund as the Advisor may, at any time or from time to time, reasonably require in order to discharge its obligations under this Agreement.

8. SERVICES TO OTHER CLIENTS.

Nothing herein contained shall limit the freedom of the Advisor or any affiliated person to render investment supervisory and corporate administrative services to other investment companies, to act as investment adviser or investment counselor to other persons, firms or corporations, or to engage in other business activities; but so long as this Agreement or any extension, renewal or amendment hereof shall remain in effect or until the Advisor shall otherwise consent, the Advisor shall be the only investment adviser to the Fund.

9. LIMITATION OF LIABILITY OF ADVISOR.

Neither the Advisor nor any of its officers, directors, or employees, nor any person performing executive, administrative, trading, or other functions for the Fund (at the direction or request of the Advisor) or the Advisor in connection with the Advisor's discharge of its obligations undertaken or reasonably assumed with respect to this Agreement, shall be liable for any error of judgment or mistake of law or for any loss suffered by the Fund in connection with the matters to which this Agreement relates, except for loss resulting from willful misfeasance, bad faith, or gross negligence in the performance of its duties on behalf of the Fund or from reckless disregard by the Advisor or any such person of the duties of the Advisor under this Agreement.

10. TERM OF AGREEMENT.

The term of this Agreement shall begin on the date first above written, and unless sooner terminated as hereinafter provided, this Agreement shall be submitted for shareholder approval at the first meeting of shareholders occurring after the effective date of the Fund's registration statement. The Agreement, if approved at that meeting, will continue in effect from year to year, subject to the termination provisions and all other terms and conditions hereof, so long as: (a) such continuation shall be specifically approved at least annually by the board of directors of the Fund or by vote of a majority of the outstanding voting securities of the Fund and, concurrently with such approval by the board of directors or prior to such approval by the holders of the outstanding voting

securities of the Fund, as the case may be, by the vote, cast in person at a meeting called for the purpose of voting on such approval, of a majority of the directors of the Fund who are not parties to this Agreement or interested persons of any such party; and (b) the Advisor shall not have notified the Fund, in writing, at least 60 days prior to December 31,1984 or prior to December 31 of any year thereafter, that it does not desire such continuation. The Advisor shall furnish to the Fund, promptly upon its request, such information as may reasonably be necessary to evaluate the terms of this Agreement or any extension, renewal or amendment hereof.

11. AMENDMENT AND ASSIGNMENT OF AGREEMENT.

This Agreement may not be amended or assigned without the affirmative vote of a majority of the outstanding voting securities of the Fund, and this Agreement shall automatically and immediately terminate in the event of its assignment.

12. TERMINATION OF AGREEMENT.

This Agreement may be terminated by either party, without the payment of any penalty, upon 60 days' prior notice in writing to the other party; provided, that in the case of termination by the Fund such action shall have been authorized by resolution of a majority of the directors of the Fund who are not parties to this Agreement or interested persons of any such party, or by vote of a majority of the outstanding voting securities of the Fund.

13. MISCELLANEOUS.

A. CAPTIONS. The captions in this Agreement are included for convenience of reference only and in no way define or delineate any of the provisions hereof or otherwise affect their construction or effect.

B. INTERPRETATION. Nothing herein contained shall be deemed to require the Fund to take any action contrary to its Articles of Incorporation or By-Laws, or any applicable statutory or regulatory requirement to which it is subject or by which it is bound, or to relieve or deprive the board of directors of the Fund of its responsibility for and control of the conduct of the affairs of the Fund.

C. DEFINITIONS. Any question of interpretation of any term or provision of this Agreement having a counterpart in or otherwise derived from a term or provision of the 1940 Act shall be resolved by reference to such term or provision of the 1940 Act and to interpretations thereof, if any, by the United States courts or, in the absence of any controlling decision of any such court, by rules, regulations or orders of the Securities and Exchange Commission validly issued pursuant to the 1940 Act. Specifically, the terms "vote of a majority of the outstanding voting securities," "interested person," "assignment," and "affiliated person," as used in Paragraphs 2, 8, 10, 11, and 12 hereof, shall have the meanings assigned to them by Section 2(a) of the 1940 Act. In addition, where the effect of a requirement of the 1940 Act reflected in any provision of this Agreement is relaxed by a rule, regulation or order of the Securities and Exchange Commission,

whether of special or of general application, such provision shall be deemed to incorporate the effect of such rule, regulation or order.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by their respective officers thereunto duly authorized and their respective corporate seals to be hereunto affixed, as of the day and year first above written.

Attest:                                  HEARTLAND GROUP, INC.


/s/Lois Schmatzhagen                     By:/s/William J. Nasgovitz
--------------------------------------      -----------------------------------
Lois Schmatzhagen, Secretary                    William J. Nasgovitz, President



Attest:                                  HEARTLAND ADVISORS, INC.


/s/Lois Schmatzhagen                     By:/s/William J. Nasgovitz
--------------------------------------      -----------------------------------
Lois Schmatzhagen, Secretary                    William J. Nasgovitz, President

EXHIBIT (e)(3)

Date:_________________________

RE: CONTINUOUS OFFERING OF HEARTLAND FUNDS
SELECTED DEALER LETTER AGREEMENT

Ladies and Gentlemen:

Heartland Advisors, Inc. ("Company"), as the Distributor of the shares of each series of Heartland Group, Inc. identified on Schedule A attached hereto and any other series offered from time to time by Heartland Group, Inc. to which the terms of this Agreement may be extended as provided herein (collectively, the "Funds"), understands that you are a member in good standing of the National Association of Securities Dealers, Inc. (your signature below constitutes a representa tion of such membership in good standing) and, on the basis of such understanding, invites you to become a Selected Dealer to distribute any or all shares of these Funds on the following terms:

1. You and ourselves agree to abide by the Rules of Fair Practice of the National Association of Securities Dealers, Inc. ("NASD") and all other federal and state rules and regulations that are now or may become applicable to transactions hereunder. Your expulsion or suspension from the NASD will automatically terminate this Agreement without notice. Company may terminate this Agreement at any time upon notice either in its entirety or with respect to any one or more of the Funds.

2. Orders for shares received from you and accepted by us will be at the public offering price applicable to each order, as established by the then effective prospectus of each Fund. The procedure relating to the handling of orders shall be subject to instructions which we will forward from time to time to all Selected Dealers. All orders are subject to acceptance by us at 790 North Milwaukee Street, Milwaukee, Wisconsin 53202, Attention: Patrick J. Retzer, Vice President and Treasurer, and we reserve the right in our sole discretion to reject any order. We also reserve the right to establish minimum orders for individual purchasers as well as for Selected Dealers.

________, 19__

3. Selected Dealers will not be compensated by the Company for sales of shares of a Fund where the prospectus, including any applicable supplements, relating to the particular Fund provides that the shares will be offered to the public without a sales load. The Company reserves the right to increase, decrease or discontinue payment of compensation to Selected Dealers at any time in its sole discretion upon written notice to you.

4. You agree that your transactions in shares of the Funds will be limited to the purchase of shares from us for resale to your customers at the public offering price then in effect or for your own bona fide investment and to repurchases which are made in accordance with the procedures set forth in the then current prospectus of the relevant Fund.

5. Except for sales pursuant to plans established by the Funds with an agent and providing for the periodic investment of new monies, orders will not be accepted for less than the minimum number of shares or dollar amounts set forth in the then current prospectus of the relevant Fund.

6. You agree that you will not withhold placing customers' orders so as to profit yourself as a result of such withholding.

7. You agree to sell shares only to your customers at the applicable public offering price or to the Funds or us as Distributor for the Funds at net asset value, in each case determined as set forth in the current prospectus of the relevant Fund.

8. Where a front-end sales charge applies to the purchase of a Fund's shares, an investor will be entitled to a reduction in the sales charge on purchases made under a letter of intent in accordance with the current prospectus of the relevant Fund. In such a case, your dealer's concession will be paid based upon the reduced sales charge, but adjustment to a higher dealer's concession will thereafter be made to reflect actual purchases by the investor if he should fail to fulfill his letter of intent.

9. Settlement shall be made within three business days after our acceptance of the order. If payment is not so received or made, we reserve the right forthwith to cancel the sale, or, at our option, to sell the shares at the then prevailing net asset value in which latter case you agree to be responsible for any loss resulting to any Fund or to us from your failure to make payments as aforesaid.

________, 19__

10. If any shares sold to you under the terms of this Agreement are redeemed by a Fund or repurchased for the account of a Fund or are tendered to a Fund for redemption or repurchase within seven business days after the date of our confirmation to you of your original purchase order therefor, you agree to pay forthwith to us the full amount of any dealer concession allowed or commission paid to you on the original sale, and we agree to pay the amount of any such dealer concession to the Fund when received by us. We also agree to pay to the Fund the amount of our share of any front-end sales charge on the original sale of such shares.

11. If any shares are repurchased from you by a Fund, or by us for the account of a Fund, such shares shall be tendered in good order within ten business days. If shares are not tendered within such time period the right is reserved to cancel, at any subsequent time, the repurchase order, or, at our option, to re-acquire such number of shares at the net asset value next computed, in which latter case you will agree to be responsible for any loss resulting from your failure to deliver such shares.

12. All sales will be subject to receipt of shares by us from the Fund. We reserve the right in our discretion without notice to you to suspend sales or withdraw any offering of shares entirely or with respect to one or more Funds, or to change the public offering prices, sales charges and dealer concessions as provided in the prospectuses. We further reserve the right upon written notice to you to amend this Agreement to include one or more additional Funds, to exclude from this Agreement one or more Funds then covered by this Agreement, to increase or decrease the amount of any commissions to be paid to you by us on the sale of shares of any of the Funds, or otherwise to amend or cancel this Agreement. You agree that any order to purchase shares of a Fund placed by you after your receipt of a revised or supplemented prospectus relating to such Fund and reflecting any such amendment, or your receipt of written notice of any such amendment, as the case may be, shall constitute your agreement to such amendment. This Agreement shall be governed by and construed in accordance with the laws of the State of Wisconsin.

13. No person is authorized to make any representation concerning any Fund or its shares except those contained in its effective prospectus and any such information as may be officially designated as information supplemental to the prospectus. In purchasing shares from us you shall rely solely on the representations contained in the relevant Fund's effective prospectus and sup plemental information above mentioned.

14. We will supply to Selected Dealers additional copies of the then effective prospectus for each Fund in reasonable quantities upon request. All expenses incurred in connection with your activities under this Agreement shall be borne by you.

15. In no transaction shall you have any authority whatsoever to act as agent of a Fund or of us or of any other Selected Dealer and nothing in this Agreement shall constitute either of us the agent of the other or shall constitute you or the Fund the agent of the other. Except as otherwise

________, 19__

indicated herein, all transactions in these shares between you and us are as principal, each for his own account. This Agreement shall not be assignable by you.

16. Any notice to you shall be duly given if mailed or telegraphed to you at your address as registered from time to time with the NASD. Any notice to Company shall be sent to 790 North Milwaukee Street, Milwaukee, Wisconsin 53201, Attention: Patrick J. Retzer, Vice President and Treasurer.

17. This Agreement shall become effective on the date accepted by you, as reflected on the signature page hereof. This Agreement constitutes the entire agreement between Company and the undersigned Selected Dealer and supersedes all prior oral or written agreements between the parties hereto. This Agreement may be amended as described in Section 12 above.

Sincerely,

HEARTLAND ADVISORS, INC.

William J. Nasgovitz, President

The undersigned has caused this Agreement to be executed by its duly authorized officer as of this ___ day of ______________, 19___, to evidence its acceptance of your invitation to become a selected dealer and agrees to abide by the foregoing terms and conditions.

By: _______________________________

(Authorized Signature)

SCHEDULE A

The Selected Dealer Letter Agreement to which this Schedule A is attached shall be deemed to extend to and include the shares of the following series of Heartland Group, Inc.:

1. Heartland Value Fund
2. Heartland Value Plus Fund
3. Heartland Mid Cap Value Fund
4. Heartland Large Cap Value Fund
5. Heartland U.S. Government Securities Fund
6. Heartland Wisconsin Tax Free Fund
7. Heartland Short Duration High-Yield Municipal Fund
8. Heartland High-Yield Municipal Bond Fund

EXHIBIT (e)(4)

Date:_________________________

RE: LETTER AGREEMENT FOR CONTINUOUS OFFERING OF HEARTLAND FUNDS BY BANKS

Ladies and Gentlemen:

Heartland Advisors, Inc. (the "Company") desires to enter into an agreement with you for making available to your customers and reselling to us shares of each series of Heartland Group, Inc. of which we are, or may become, Distributor (hereinafter collectively referred to as the "Funds" and individually as a "Fund") and whose shares are offered to the public at an offering price which may or may not include a sales charge (hereinafter referred to as "Shares"). Upon acceptance of this Agreement by you, you understand that you may offer Shares and act as authorized agent for your customers' purchase of Shares from us, subject, however, to all of the following terms and conditions, and to our right, without notice, to suspend or terminate the sale of the Shares of any one or more of the Funds:

1. Shares will be made available at the current offering price in effect at the time the order of such Shares is confirmed and accepted by us at our office in Milwaukee, Wisconsin. All purchase orders, resale orders and applications of your customers submitted by you are subject to acceptance or rejection in our sole discretion and, if accepted, each purchase will be deemed to have been consummated at our office in Milwaukee, Wisconsin.

2. You represent and warrant to us that you are a "bank" as defined in
Section 3(a)(6) of the Securities Exchange Act of 1934, as amended. You agree to abide by the provisions of the Investment Company Act of 1940, as amended (the "1940 Act"), the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and all applicable rules and regulations of the Securities and Exchange Commission ("SEC") and the NASD, including without limitation, the NASD Rules of Fair Practice, whether or not you are a broker- dealer subject to the jurisdiction of the SEC and NASD. You further agree to comply with all applicable state and Federal laws and the rules and regulations of authorized regulatory agencies. You agree that you will not offer Shares in any state or other jurisdiction where they have not been qualified for sale or if we have not advised you in advance that such sale is exempt from such qualification requirements. You are responsible under this Agreement for inquiring of us as to the jurisdiction in which Shares have been qualified for sale.

3. You will make available to your customers Shares of any Fund only in accordance with the terms and conditions of its then current Prospectus and Statement of Additional Information (collectively referred to as the "Prospectus") and you will make no representations about such Shares not included in said Prospectus or in any authorized supplemental material supplied or authorized by us. You will use reasonable efforts in the offer of Shares and agree to be responsible for the proper instruction and training of all brokerage personnel in this area employed by you, in order that the Shares will be offered in accordance with the terms and conditions of this Agreement and all applicable laws, rules and regulations. You agree to hold us harmless and indemnify us, the Funds, and our and their respective officers, directors and employees in the event that you, or any of your current or former employees or agents should violate any law, rule or regulation, or any provision of this Agreement, which violation may result in any loss or liability to us, our affiliates or any Fund. If we determine to refund any amounts paid by an investor by reason of any such violation, you shall promptly return to us on demand any agency commissions previously paid by us to you with respect to the transaction for which the refund is made. Furthermore, you agree to indemnify us, our affiliates and the Funds against any and all claims, demands, controversies, actions, losses, damages, liabilities, expenses, arbitrations, complaints or investigations, including without limitation, reasonable attorneys' fees and court costs that are the result of or arise directly or indirectly, in whole or in part, from us, our affiliates or the Funds acting upon instructions for the purchase, exchange or resale of uncertificated book shares received through our manual or automated phone system or the Fund/SERV program of National Securities Clearing Corporation; provided such loss, liability or damages are not the result of the gross negligence, recklessness or intentional misconduct of us, our affiliates or the Funds. All expenses which you incur in connection with your activities under this Agreement shall be borne by you. In connection with all purchase or resale orders, you are acting as agent for your customer and each transaction is for the account of your customer and not for your own account. Termination or cancellation of this Agreement shall not relieve you from the requirements of this paragraph as to transactions or occurrences arising prior to such termination.

4. You will not be paid agency commissions by the Company for sales of Shares of a Fund where the prospectus, including any applicable supplements, relating to the particular Fund provides that the Shares will be offered to the public without a sales load.

5. The Company reserves the right to increase, decrease or discontinue payment of agency commissions for sale of Shares at any time in its sole discretion upon written notice to you and any orders placed after the effective date of such change will be subject to the rate(s) of agency commissions in effect at the time of receipt of the payment by us.

6. Payments for purchases of Shares made by telephone or wire order (including purchase orders received through our manual or automated phone system, or via the Fund/SERV program of National Securities Clearing Corporation), and all necessary account information required by us to establish an account or to settle a resale order, including, without limitation, the tax identification number of the purchaser, certified either by the purchaser or by you, shall be provided to us and received by us within three business days after our acceptance of your order or such shorter time as may be required by law. If such payment or other settlement information are

not timely received by us, you understand that we reserve the right, without notice, to cancel the purchase or resale order, or, at our option in the case of a purchase order, to sell the Shares ordered by you back to the Fund, and in either case you may be held responsible for any loss, including loss of profit, suffered by us or any Fund resulting from your failure to make the aforesaid timely payment or settlement. If sales of any Fund's Shares are contingent upon the Fund's receipt of Federal Funds in payment therefor, you will forward promptly to us any purchase orders and/or payments received by you for such Shares from your customers. With respect to purchase orders of uncertificated book shares placed via Fund/SERV, you shall retain in your files all applications and other documents required by us to establish an account or to settle a resale order. You will provide us with the original of such documents at our request.

7. You agree that you will act as agent with respect to Shares only if they are purchased from us or repurchased by us from your customers. If Shares are purchased from us by your customers, you warrant that such purchases are only for investment. If Shares are purchased by you from your customers for resale to us, you agree that such customers will be paid not less than the applicable redemption or repurchase price then quoted by the Fund.

8. We may consider any order you place for Fund Shares to be the total holding of Shares by the investor, and we may assume that the investor is not entitled to any reduction in sales price beyond that accorded to the amount of that purchase order as determined by the schedule set forth in the then current Prospectus, unless you advise us otherwise when you place the order.

9. You may place resale orders with us for Shares owned by your customers, but only in accordance with the terms of the applicable Fund Prospectus. You understand and agree that by placing a resale order with us by wire or telephone (including resale orders for uncertificated book shares placed via our manual or automated phone system or via the Fund/SERV program of National Securities Clearing Corporation), you represent to us that a request for the redemption of the Shares covered by the resale order has been delivered to you by the registered owner(s) of such Shares, and that such request has been executed in the manner and with the signature(s) of such registered owner(s) guaranteed as required by the then current Prospectus of the applicable Fund. Such resale orders shall be subject to the following additional conditions:

(a) You shall furnish us with the exact registration and account number to be redeemed at the time you place a resale order by wire or telephone. Other than for resale orders of uncertificated book shares placed via Fund/SERV, you shall tender to us, within three business days of your placing such resale order: (i) a stock power or letter, duly signed by the registered owner(s) of the Shares which are the subject of the order, duly guaranteed, (ii) any Share certificates required for such redemption, and (iii) any additional documents which may be required by the applicable Fund or its transfer agent, in accordance with the terms of the then current Prospectus of the applicable Fund and the policies of the transfer agent. With respect to resale orders of uncertificated book shares placed via Fund/SERV, you shall retain in your

files all documents required by us to effect such transaction. You will provide us with the original of such documents at our request.

(b) The resale price will be the next net asset value per share of the Shares computed after our receipt, prior to the close of the New York Stock Exchange ("NYSE"), of an order placed by you to resell such Shares, except that orders placed by you after the close of the NYSE on a business day will be based on the Fund's net asset value per share determined that day, but only if such orders were received by you from your customer prior to the close of business of the NYSE that day and if you placed your resale order with us prior to our normal close of business that day.

(c) In connection with a resale order you have placed, if you fail to make delivery of all required certificates and documents in a timely manner, as stated above (other than for resale orders placed via Fund/SERV), or if the registered owner(s) of the Shares subject to the resale order redeems such Shares prior to your settlement of the order, we have the right to cancel your resale order. If any cancellation of a resale order or if any error in the timing of the acceptance of a resale order placed by you shall result in a loss to us or the applicable Fund, you shall promptly reimburse us for such loss.

10. If any Shares sold to your customers under the terms of this Agreement are redeemed by any of the Funds (including without limitation redemptions resulting from an exchange for Shares of another Fund) or are repurchased by us as agent for the Fund or are tendered to a Fund for redemption within seven business days after our confirmation to your customers of your original purchase order for such Shares, you shall promptly repay us the full amount of the agency commission (including any supplemental commission) allowed to you on the original sale, provided we notify you of such repurchase or redemption. Termination amendment or cancellation of this Agreement shall not relieve you from the requirements of this paragraph.

11. You will comply with, and conform your practices to, any and all written compliance standards and policies and procedures that we may from time to time provide to you.

12. You understand and agree that we are in no way responsible for the manner of your performance of, or for any of your acts or omissions in connection with, the services you provide under this Agreement. Nothing in this Agreement shall be construed to constitute you or any of your agents, employees or representatives as the agent or employee of us or any of the Funds.

13. You may terminate this Agreement by written notice to us, which termination shall become effective ten days after the date of mailing such notice to us. You agree that we have and reserve the right, in our sole discretion without notice to you, to suspend sales of Shares of any of the Funds, at any time, or to withdraw entirely the offering of Shares of any of the Funds, at any time, or, in our sole discretion, to modify, amend or cancel this Agreement upon written notice to

you of such modification, amendment or cancellation, which shall be effective on the date stated in such notice. Without limiting the foregoing, we may terminate this Agreement if you violate any of the provisions of this Agreement, said termination to become effective on the date we mail such notice to you. Without limiting the foregoing, and any provision hereof to the contrary notwithstanding, the appointment of a trustee for all or substantially all of your business assets, or your violation of applicable state or Federal laws or rules and regulations of authorized regulatory agencies will terminate this Agreement effective upon the date we mail notice to you of such termination. Our failure to terminate this Agreement for a particular cause shall not constitute a waiver of our right to terminate this Agreement at a later date for the same or any other cause. All notices hereunder shall be to the respective parties at the addresses listed hereon, unless such address is changed by written notice sent to the last address of the other party provided under this Agreement.

14. This Agreement shall become effective as of the date when it is executed and dated by you below and shall be in substitution of any prior agreement between you and us covering any of the Funds. This Agreement and all the rights and obligations of the parties hereunder shall be governed by and construed under the laws of the State of Wisconsin applicable to agreements to be performed in Wisconsin, without giving effect to choice of law rules. This Agreement is not assignable or transferable, except that we may without notice or consent from you, assign or transfer this Agreement to any successor firm or corporation which becomes the Distributor or Sub-Distributor of the Funds or assign any of our duties under this Agreement to any entity under common control with us.

Sincerely,

HEARTLAND ADVISORS, INC.

By:________________________________

(Authorized Signature of Bank)

EXHIBIT G

CUSTODIAN CONTRACT
Between
HEARTLAND GROUP, INC
and
FIRST WISCONSIN TRUST COMPANY

                                                             Page
                                                             ----
1.   Employment of Custodian and Property to be
     Held by It..............................................   1

2.   Duties of the Custodian with Respect to Property
     of the Fund Held by the Custodian ......................   2
     2.1  Holding Securities.................................   2
     2.2  Delivery of Securities.............................   2
     2.3  Registration of Securities.........................   6
     2.4  Bank Accounts......................................   6
     2.5  Payments for Shares................................   7
     2.6  Investment and Availability of Federal Funds.......   7
     2.7  Collection of Income...............................   8
     2.8  Payment of Fund Moneys.............................   9
     2.9  Liability for Payment in Advance of
          Receipt of Securities Purchased....................  11
     2.10 Payments for Repurchases or Redemptions
          of Shares of the Fund..............................  11
     2.11 Appointment of Agents..............................  12
     2.12 Deposit of Fund Assets in Securities Systems.......  12
     2.13.Segregated Account.................................  15
     2.14 Ownership Certificates for Tax Purposes............  16
     2.15 Proxies............................................  16
     2.16 Communications Relating to Fund Portfolio
          Securities.........................................  16
     2.17 Proper Instructions................................  17
     2.18 Actions Permitted without Express Authority........  18
     2.19 Evidence of Authority..............................  18

3.   Duties of Custodian with Respect to the Books of Account
     and Calculation of Net Asset Value and Net Income.......  19

4.   Records.................................................  19

5.   Opinion of Fund's Independent Accountant................  20

6.   Reports to Fund by Independent Public Accountants.......  20

7.   Compensation of Custodian...............................  20

8.   Responsibility of Custodian.............................  20

9.   Effective Period, Termination and Amendment.............  22

10.  Successor Custodian.....................................  23

11.  Interpretive and Additional Provisions..................  24

12.  Additional Series.......................................  25

13.  Wisconsin Law to Apply..................................  25

14.  Prior Contracts.........................................  25

This Contract between Heartland Group, Inc., a corporation organized and existing under the laws of Maryland having its principal place of business at 250 East Wisconsin Avenue, Milwaukee, Wisconsin 53202, hereinafter called the "Fund", and First Wisconsin Trust Company, a Wisconsin corporation, having its principal place of business at 777 East Wisconsin Avenue, P.O. Box 701, Milwaukee, Wisconsin 53201-0701, hereinafter called the "Custodian",

WITNESSETH:

WHEREAS, the Fund is authorized to issue shares in separate series, with each such series representing interests in a separate portfolio of securities and other assets; and

WHEREAS, the Fund intends to initially offer shares in one series, the Heartland U.S. Government Fund (such series together with all other series subsequently established by the Fund and made subject to this Contract in accordance with paragraph 12, being herein referred to as the "Series");

NOW, THEREFOR, that in consideration of the mutual covenants and agreements hereinafter contained, the parties hereto agree as follows:

The Fund hereby employs the Custodian as the custodian of its assets. The Fund agrees to deliver to the Custodian all securities and cash owned by it, and all payments of income, payments of principal or capital distributions received by it with respect to all securities owned by the Fund from time to time, and the cash consideration received by it for such new or treasury shares of capital stock, $0.001 par value, ("Shares") of the Fund as may be issued or sold from time to time. The Custodian shall not be responsible for any property of the Fund held or

received by the Fund and not delivered to the Custodian. With respect to the custody and disposition of certain of the Fund's assets, the Custodian shall enter into agreements substantially in the form of the Customer Agreement, Procedural Agreement and Safekeeping Agreement attached as Exhibits A, B and C, respectively.

The Custodian may from time to time employ one or more sub-custodians, but only in accordance with an applicable vote by the Directors of the Fund, and provided that the Custodian shall have no more or less responsibility or liability to the Fund on account of any actions or omissions of any sub- custodian so employed that any such sub-custodian has to the Custodian, provided that the Custodian's agreement with any such sub-custodian imposes on such sub- custodian responsibilities and liabilities similar in nature and scope to those imposed by this Contract with respect to the functions to be performed by such sub-custodian.

instructions when deemed appropriate by the parties, and only in the following cases:

l) Upon sale of such securities for the account of the Fund and receipt of payment therefor;

2) Upon the receipt of payment in connection with any repurchase agreement related to such securities entered into by the Fund;

3) In the case of a sale effected through a Securities System, in accordance with the provisions of Section 2.12 hereof;

4) To the depository agent in connection with tender or other similar offers for portfolio securities of the Fund;

5) To the issuer thereof or its agent when such securities are called, redeemed, retired or otherwise become payable; provided that, in any such case, the cash or other consideration is to be delivered to the Custodian;

6) To the issuer thereof, or its agent, for transfer into the name of the Fund or into the name of any nominee or nominees of the Custodian or into the name or nominee name of any agent appointed pursuant to Section 2.11 or into the name or nominee name of any sub-custodian appointed pursuant to Article l; or for exchange for a different number of bonds, certificates or other evidence representing the same aggregate face amount or number

7) To the broker selling the same for examination in accordance with the "street delivery" custom;

8) For exchange or conversion pursuant to any plan of merger, consolidation, recapitalization, reorganization or readjustment of the securities of the issuer of such securities, or pursuant to provisions for conversion contained in such securities, or pursuant to any deposit agreement; provided that, in any such case, the new securities and cash, if any, are to be delivered to the Custodian;

9) In the case of warrants, rights or similar securities, the surrender thereof in the exercise of such warrants, rights or similar securities or the surrender of interim receipts or temporary securities for definitive securities; provided that, in any such case, the new securities and cash, if any, are to be delivered to the Custodian;

U.S. Department of the Treasury, the Custodian will not be held liable or responsible for the delivery of securities owned by the Fund prior to the receipt of such collateral;

12) For delivery in accordance with the provisions of any agreement among the Fund, the Custodian and a broker-dealer registered under the Securities Exchange Act of 1934 (the "Exchange Act") and a member of The National Association of Securities Dealers, Inc. ("NASD"), relating to compliance with the rules of The Options Clearing Corporation and of any registered national securities exchange, or of any similar organization or organizations, regarding escrow or other arrangements in connection with transactions by the Fund;

13) For delivery in accordance with the provisions of any agreement among the Fund, the Custodian, and a Futures Commission Merchant registered under the Commodity Exchange Act, relating to compliance with the rules of the Commodity Futures Trading Commission and/or any Contract Market, or any similar organization or organizations, regarding account deposits in

connection with transactions by the Fund initially set forth as Exhibits A, B and C;

14) Upon receipt of instructions from the transfer agent ("Transfer Agent") for the Fund, for delivery to such Transfer Agent or to the holders of shares in connection with distributions in kind, as may be described from time to time in the Fund's currently effective prospectus, in satisfaction of requests by holders of Shares for repurchase or redemption; and

15) For any other proper corporate purpose, but only upon receipt of, in addition to Proper Instructions, a certified copy of a resolution of the Board of Directors or of the Executive Committee signed by an officer of the Fund and certified by the Secretary or an Assistant Secretary, specifying the securities to be delivered, setting forth the purpose for which such delivery is to be made, declaring such purposes to be proper corporate purposes, and naming the person or persons to whom delivery of such securities shall be made.

of the Fund under the terms of this Contract shall be in "street name" or other good delivery form.

the Fund's account such payments as are received for Shares of the Fund issued or sold from time to time by the Fund. The Custodian will provide timely notification to the Fund and the Transfer Agent of any receipt by it of payments for Shares of the Fund.

l) invest in such instruments as may be set forth in such instructions on the same day as received all federal funds received after a time agreed upon between the Custodian and the Fund; and

2) make federal funds available to the Fund as of specified times agreed upon from time to time by the Fund and the Custodian in the amount of checks received in payment for Shares of the Fund which are deposited into the Fund's account.

agent thereof and shall credit such income, as collected, to the Fund's custodian account. Without limiting the generality of the foregoing, the Custodian shall detach and present for payment all coupons and other income items requiring presentation as and when they become due and shall collect interest when due on securities held hereunder. Income due the Fund on securities loaned pursuant to the provisions of Section 2.2 (10) shall be the responsibility of the Fund. The Custodian will have no duty or responsibility in connection therewith, other than to provide the Fund with such information or data as may be necessary to assist the Fund in arranging for the timely delivery to the Custodian of the income to which the Fund is properly entitled.

1) Upon the purchase of securities, futures contracts or options on futures contracts for the account of the Fund but only (a) against the delivery of such securities or evidence of title to futures contracts or options on futures contracts to the Custodian (or any bank, banking firm or trust company doing business in the United States or abroad which is qualified under the Investment Company Act of 1940, as

amended, to act as a custodian and has been designated by the Custodian as its agent for this purpose) registered in the name of the Fund or in the name of a nominee of the Custodian referred to in Section 2.3 hereof or in proper form for transfer; (b) in the case of a purchase effected through a Securities System, in accordance with the conditions set forth in Section 2.12 hereof or (c) in the case of repurchase agreements entered into between the Fund and the Custodian, or another bank, (i) against delivery of the securities either in certificate form or through an entry crediting the Custodian's account at the Federal Reserve Bank with such securities or (ii) against delivery of the receipt evidencing purchase by the Fund of securities owned by the Custodian along with written evidence of the agreement by the Custodian to repurchase such securities from the Fund;

2) In connection with conversion, exchange or surrender of securities owned by the Fund as set forth in Section 2.2 hereof;

3) For the redemption or repurchase of Shares issued by the Fund as set forth in Section 2.10 hereof;

4) For the payment of any expense or liability incurred by the Fund, including but not limited to the following payments for the account of the Fund: interest, taxes, management, accounting, transfer agent and legal fees, and operating expenses of the Fund whether or not such expenses are to be in whole or part capitalized or treated as deferred expenses;

5) For the payment of any dividends declared pursuant to the governing documents of the Fund;

6) For payment of the amount of dividends received in respect of securities sold short;

the redemption or repurchase of Shares of the Fund, the Custodian is authorized upon receipt of instructions from the Transfer Agent to wire funds to or through a commercial bank designated by the redeeming shareholders. In connection with the redemption or repurchase of Shares of the Fund, the Custodian shall honor checks drawn on the Custodian by a holder of Shares, which checks have been furnished by the Fund to the holder of Shares, when presented to the Custodian in accordance with such procedures and controls as are mutually agreed upon from time to time between the Fund and the Custodian.

referred to herein as "Securities System" in accordance with applicable Federal Reserve Board and Securities and Exchange Commission rules and regulations, if any, and subject to the following provisions:

l) The Custodian may keep securities of the Fund in a Securities System provided that such securities are represented in an account ("Account") of the Custodian in the Securities System which shall not include any assets of the Custodian other than assets held as a fiduciary, custodian or otherwise for customers;

2) The records of the Custodian with respect to securities of the Fund which are maintained in a Securities System shall identify by book-entry those securities belonging to the Fund;

3) The Custodian shall pay for securities purchased for the account of the Fund upon (i) receipt of advice from the Securities System that such securities have been transferred to the Account, and (ii) the making of an entry on the records of the Custodian to reflect such payment and transfer for the account of the Fund. The Custodian shall transfer securities sold for the account of the Fund upon
(i) receipt of advice from the Securities System that payment for such securities has been transferred to the Account, and

(ii) the making of an entry on the records of the Custodian to reflect such transfer and payment for the account of the Fund. The Custodian shall identify all transfers of securities to and from the Securities System which are for the account of the Fund, and such reports shall be maintained for the Fund by the Custodian and shall be made available to the Fund at its request. The Custodian shall furnish the Fund confirmation of each transfer to or from the account of the Fund in the form of a written advice or notice and shall furnish to the Fund copies of daily transaction sheets reflecting each day's transactions in the Securities System for the account of the Fund;

4) The Custodian shall provide the Fund with any report obtained by the Custodian on the Securities System's accounting system, internal accounting control and procedures for safeguarding securities deposited in the Securities System;

5) The Custodian shall have received the initial or annual certificate, as the case may be, required by Article 9 hereof;

6) Anything to the contrary in this Contract notwithstanding, the Custodian shall be liable to the Fund for any loss or damage to the Fund resulting from use of the Securities

System by reason of any negligence, misfeasance or misconduct of the Custodian or any of its agents or of any of its or their employees or from failure of the Custodian or any such agent to enforce effectively such rights as it may have against the Securities System; at the election of the Fund, it shall be entitled to be subrogated to the rights of the Custodian with respect to any claim against the Securities System or any other person which the Custodian may have as a consequence of any such loss or damage if and to the extent that the Fund has not been made whole for any such loss or damage.

Upon receipt of a certificate of the Secretary or an Assistant Secretary as to the authorization by the Board of Directors of the Fund accompanied by a detailed description of procedures approved by the Board of Directors, Proper Instructions may include communications

effected directly between electro-mechanical or electronic devices provided that the Board of Directors and the Custodian are satisfied that such procedures afford adequate safeguards for the Fund's assets.

1) make payments to itself or others for minor expenses of handling securities or other similar items relating to its duties under this Contract, provided that all such payments shall be accounted for to the Fund;

2) surrender securities in temporary form for securities in definitive form;

3) endorse for collection, in the name of the Fund, checks, drafts and other negotiable instruments; and

4) in general, attend to all non-discretionary details in connection with the sale, exchange, substitution, purchase, transfer and other dealings with the securities and property of the Fund except as otherwise directed by the Board of Directors of the Fund.

certified copy of a vote of the Board of Directors of the Fund as conclusive evidence (a) of the authority of any person to act in accordance with such vote or (b) of any determination or of any action by the Board of Directors pursuant to the Articles of Incorporation as described in such vote, and such vote may be considered as in full force and effect until receipt by the Custodian of written notice to the contrary.

The Custodian shall cooperate with and supply necessary information to the entity or entities appointed by the Board of Directors of the Fund to keep the books of account of the Fund and/or compute the net asset value per share of the outstanding shares of the Fund but shall not itself keep such books of account or compute such net asset value per share.

The Custodian shall create and maintain all records relating to its activities and obligations under this Contract in such manner as will meet the obligations of the Fund under the Investment Company Act of 1940, with particular attention to Section 31 thereof and Rules 31a-1 and 31a-2 thereunder, applicable federal and state tax laws and any other law or administrative rules or procedures which may be applicable to the Fund. All such records shall be the property of the Fund and shall at all times during the regular business hours of the Custodian be open for inspection by duly authorized officers, employees or agents of the Fund and employees and agents of the Securities and Exchange Commission. The Custodian shall, at the Fund's request, supply the Fund with a tabulation of securities owned by the Fund and held by the Custodian and

shall, when requested to do so by the Fund and for such compensation as shall be agreed upon between the Fund and the Custodian, include certificate numbers in such tabulations.

The Custodian shall cooperate with the Fund by taking all reasonable action, as the Fund may from time to time request, in an effort to ensure from year to year that the Fund's independent accountants are able to provide an unqualified opinion with respect to the Custodian's activities hereunder in connection with the preparation of the Fund's Form N-lA, and Form N-SAR or other annual reports to the Securities and Exchange Commission (or to its Shareholders) and with respect to any other requirements of such Commission.

The Custodian shall provide the Fund, at such times as the Fund may reasonably require, with reports by independent public accountants on the accounting system, internal accounting control and procedures for safeguarding securities, futures contracts and options on futures contracts including securities deposited and/or maintained in a Securities System, relating to the services provided by the Custodian under this Contract; such reports, which shall be of sufficient scope and in sufficient detail, as may reasonably be required by the Fund, to provide reasonable assurance that any material inadequacies would be disclosed by such examination, and, if there are no such inadequacies, shall so state.

The Custodian shall be entitled to reasonable compensation for its services and expenses as Custodian, as agreed upon from time to time between the Fund and the Custodian.

So long as and to the extent that it is in the exercise of reasonable care, the Custodian shall not be responsible for the title, validity or genuineness of any property or evidence of title thereto received by it or delivered by it pursuant to this Contract and shall be held harmless in acting upon any notice, request, consent, certificate or other instrument reasonably believed by it to be genuine and to be signed by the proper party or parties. The Custodian shall be held to the exercise of reasonable care in carrying out the provisions of this Contract, but shall be kept indemnified by and shall be without liability to the Fund for any action taken or omitted by it in good faith without negligence. It shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Fund) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice.

In order that the indemnification provisions contained in this Article 8 shall apply, however, it is understood that if in any case the Fund may be asked to indemnify or save the Custodian harmless, the Fund shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Custodian will use all reasonable care to identify and notify the Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Fund. The Fund shall have the option to defend the Custodian against any claim which may be the subject of this indemnification, and in the event that the Fund so elects it will so notify the Custodian, and thereupon the Fund shall take over complete defense of the claim, and the Custodian shall in such situations initiate no further legal or other expenses for which it shall seek indemnification under this Article 8. The Custodian shall in no case confess any claim or

make any compromise in any case in which the Fund will be asked to indemnify the Custodian except with the Fund's prior written consent.

If the Fund requires the Custodian to take any action with respect to securities, which action involves the payment of money or which action may, in the opinion of the Custodian, result in the Custodian or its nominee assigned to the Fund being liable for the payment of money or incurring liability of some other form, the Fund, as a prerequisite to requiring the Custodian to take such action, shall provide indemnity to the Custodian in an amount and form satisfactory to it.

action of its Board of Directors (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, or (ii) immediately terminate this Contract in the event of the appointment of a conservator or receiver for the Custodian by the Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction.

Upon termination of the Contract, the Fund shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its costs, expenses and disbursements.

If a successor custodian shall be appointed by the Board of Directors of the Fund, the Custodian shall, upon termination, deliver to such successor custodian at the office of the Custodian, duly endorsed and in the form for transfer, all securities then held by it hereunder and shall transfer to an account of the successor custodian all of the Fund's securities held in a Securities System.

If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a certified copy of a vote of the Board of Directors of the Fund, deliver at the office of the Custodian and transfer such securities, funds and other properties in accordance with such vote.

In the event that no written order designating a successor custodian or certified copy of a vote of the Board of Directors shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a "bank" as defined in the Investment Company Act of

1940, doing business in Milwaukee, Wisconsin, of its own selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $2,000,000, all securities, funds and other properties held by the Custodian and all instruments held by the Custodian relative thereto and all other property held by it under this Contract and to transfer to an account of such successor custodian all of the Fund's securities held in any Securities System. Thereafter, such bank or trust company shall be the successor of the Custodian under this Contract.

In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of the Fund to procure the certified copy of vote referred to or of the Board of Directors to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Contract relating to the duties and obligations of the Custodian shall remain in full force and effect.

In connection with the operation of this Contract, the Custodian and the Fund may from time to time agree on such provisions interpretive of or in addition to the provisions of this Contract as may in their joint opinion be consistent with the general tenor of this Contract. Any such interpretive or additional provisions shall be in a writing signed by both parties and shall be annexed hereto, provided that no such interpretive or additional provisions shall contravene any applicable federal or state regulations or any provision of the Articles of Incorporation of the

Fund. No interpretive or additional provisions made as provided in the preceding sentence shall be deemed to be an amendment of this Contract.

In the event that the Fund establishes one or more Series of Shares in addition to Heartland U.S. Government Fund with respect to which it desires to have the Custodian render services as custodian under the terms hereof, it shall so notify the Custodian in writing, and if the Custodian agrees in writing to provide such services, such Series shall become a Fund hereunder, and shall be maintained and accounted for by the Custodian on a discreet basis.

This Contract shall be construed and the provisions thereof interpreted under and in accordance with laws of the State of Wisconsin.

This Contract supersedes and terminates, as of the date hereof, all prior contracts between the Fund and the Custodian relating to the custody of the Fund's assets.

IN WITNESS WHEREOF, each of the parties has caused this instrument to be executed in its name and behalf by its duly authorized representative and its seal to be hereunder affixed as of the 10th day of February, 1987.

ATTEST                                HEARTLAND GROUP, INC.

/s/ Lois J. Schmatzhagen              By /s/ David P. Weber
------------------------                -------------------
Secretary                               Vice President


ATTEST                                FIRST WISCONSIN TRUST COMPANY


/s/ Eugene R. Lee                     By /s/ James D. Hintz
-----------------                       -------------------
Assistant Secretary                     Vice President

                                       27

                                                                       Exhibit A

                               CUSTOMER AGREEMENT
                                    BETWEEN

_______________________________, AND
HEARTLAND GROUP, INC.

In consideration of acceptance by _____________________ ("Broker") of an account for Heartland Group, Inc. ("Customer"), Broker and Customer agree as follows:

1. Customer authorizes Broker to purchase and sell financial futures contracts, options on financial contracts or options on financial cash contracts regulated by a federal agency for Customer's account in accordance with Customer's oral or written instructions. Customer hereby waives any defense that any such instruction was not in writing as may be required by the Statute of Frauds or any other law, rule, or regulation.

2. Customer shall pay Broker (l) brokerage and commission charges as agreed upon by Broker and Customer from time to time, (2) any ordinary and customary charges imposed on any transaction undertaken for Customer by the exchange or clearinghouse through which it is executed and any tax or fee imposed on such transactions by any competent authority or self-regulatory organization, (3) the amount of any trading loss that may result from transactions by Broker on Customer's instruction, and (4) interest and service charges on any Customer deficit balances at the rates customarily charged by Broker, together with Broker's costs and attorney's fees incurred in collecting such deficit. Such payments shall be made to Broker at _______________, or at such other addresses as the parties may designate

3. A detailed statement of all transactions for or on the Customer's behalf shall be furnished to Customer on a monthly basis as of the last business day of each calendar month and at such other times as may be agreed upon between Broker and Customer.

4. Customer shall timely deposit and maintain in the Safekeeping Account at all times initial margin for Customer's account in accordance with the Procedural Agreement. Customer shall timely pay to Broker the amount of any additional or variation margin with respect to the Customer's open positions on financial futures or options contracts in accordance with the Procedural Agreement. If upon expiration of all notice periods set forth in the Procedural Agreement Customer still fails to provide additional or variation margin or if Customer fails to deposit or maintain in the Safekeeping Account required initial margin, Broker may without further notice to Customer take any action set forth in Sections 8 and 9 hereof.

5. Customer acknowledges that (a) any trading recommendations and market or other information communicated to Customer by Broker are incidental to the conduct of Broker's business as a broker and dealer and do not constitute an offer to sell or the solicitation of an offer to buy any financial futures or options contracts or financial instrument that is the subject of any financial futures or options contract; (b) such recommendation and information, although based upon information obtained from sources believed by Broker to be reliable, may be incomplete, may not be verified, and may be changed without notice to Customer; and (c) Broker makes no representation, warranty or guarantee as to the accuracy or completeness of any market or other information or trading recommendation furnished to Customer. Customer understands that officers, employees, or affiliates of Broker may have a position in, may intend to, and may, buy or sell, financial futures or options contracts or financial instruments that are the subject of financial futures or options contracts, including financial futures or options contracts which are the subject of information or recommendations furnished to Customer, and that the position or transactions of any such officer, employee, or affiliate may or may not be consistent with the recommendations furnished by Broker to Customer.

6. All transactions by Broker on Customer's behalf shall be subject to the applicable constitution, by-laws, rules, regulations, customs, usages, rulings, and interpretations of the contract market and its clearinghouse on which such transactions are executed or cleared by Broker or its agents for Customer's account, and to all applicable governmental acts and statutes (such as the Commodity Exchange Act) and to rules and regulations made thereunder; Broker shall not be liable to Customer as a result of any action taken by Broker or its agents to comply with any such constitution, by-law, rule, regulation, custom, usage, ruling, interpretation, act, or statute.

7. Broker shall have no responsibility for delays in the transmission of orders due to (a) breakdown or failure of transmission or communication facilities, or (b) any other cause beyond Broker's control. Broker shall have no responsibility for compliance by Customer with any law or regulation governing its conduct as a fiduciary.

8. In the event that (a) Customer shall be dissolved or in any other way terminate, or (b) fail to deposit or maintain initial margin, or make payment of additional or variation margin, as set forth in Section 4 hereof, Broker may close out Customer's open positions in whole or in part, sell any or all of Customer's property held by Broker, buy any securities or other property for Customer's account, and cancel any outstanding orders and commitments made by Broker on behalf of Customer. Subject to Broker's obligation to use best efforts to obtain a fair and reasonable price, any such sale, purchase, or cancellation may be made at Broker's discretion on the contract or other market or through the clearinghouse where such business is then transacted, at public auction or at private sale, without advertising the same and without notice to Customer, and without prior tender, demand or call upon Customer. Customer shall remain liable for and shall pay to Broker the amount of any deficiency resulting from any transaction described above.

9. If at any time Customer fails to deliver to Broker any property previously sold by Broker on Customer's behalf or fails to deliver financial instruments in compliance with financial futures or options contracts, Customer authorized Broker in its discretion to borrow or to buy any property necessary to make delivery thereof, and Customer shall pay Broker for any cost, loss and damage which Broker may be required to pay thereon, and for any cost, loss and damage which Broker may sustain from its inability to borrow or buy any such property.

10. All communications to Customer shall be to Heartland Group, Inc., Attention: David P. Weber, Vice President, 250 East Wisconsin Avenue, Milwaukee, Wisconsin 53202, or to such other address as Customer may hereafter direct Broker in writing to use. All communications to Broker shall be to its offices at ____________________, or at such other addresses as the parties may designate.

11. This Agreement, the Procedural Agreement, and the Safekeeping Agreement referred to in the Procedural Agreement contain the entire agreement between the parties and supersede any prior agreements between the parties as to the subject matter of this Agreement. Subject to Section 6 hereof, no provision of this Agreement shall in any respect be waived, altered, modified, or amended unless such waiver, alteration, modification, or amendment be committed to in writing and signed by Customer and duly authorized officer of Broker.

12. This Agreement shall be construed according to, and the rights and liabilities of the parties hereto shall be governed by, the laws of the State of ____________________.

13. This Agreement shall inure to the benefit of Broker and Customer and their respective successors and assigns.

14. If any term or provision hereof, or the application thereof to any person or circumstances, shall to any extent be contrary to any exchange or government regulation or otherwise invalid or unenforceable, the remainder of this Agreement or the application of such

term or provision to persons or circumstances other than those as to which it is contrary, invalid, or unenforceable, shall not be affected thereby, and it shall be enforced to the fullest extent permitted by regulation and law.

15. The rights and remedies conferred upon the parties hereto shall be cumulative, and the exercise or waiver of any thereof shall not preclude or inhibit the exercise of additional rights and remedies.

16. Customer represents that (a) Customer is duly registered under the Investment Company Act of 1940, as amended, and is validly existing and empowered to enter into this Agreement and to effectuate transactions in financial futures contracts, and options on futures or cash contracts as contemplated hereby; (b) Customer will promptly notify Broker in writing if any of the above representations shall materially change or cease to be true and correct; (c) Customer has received, read and understands the Commodity Futures Trading Commission Risk Disclosure Statement and options Risk Disclosure Statement; and (d) no person or entity has any interest in or control of the account to which this Agreement pertains other than Customer.

17. Customer and Broker agree to furnish appropriate financial statements to each other to show any material changes in their financial positions and to furnish such other information concerning each other as each may reasonably request.

18. Where the context hereof requires, the singular shall import the plural and the masculine shall import the feminine and neuter.

19. Broker shall be entitled to rely on any instruction received from any person identified in writing to Broker by Customer and such instruction shall bind Customer. Customer agrees to hold Broker harmless against any action taken by Broker in reliance upon this provision.

20. This Agreement shall become a binding contract between Customer and Broker when signed by both parties.

HEARTLAND GROUP, INC.

By: ___________________________________
David P. Weber, Vice President

Approve:

By: ___________________________

Dated: ________________, 1987

Exhibit B

PROCEDURAL AGREEMENT
BETWEEN ______________________________________, AND
HEARTLAND GROUP, INC.
AND FIRST WISCONSIN TRUST COMPANY

WHEREAS the undersigned Heartland Group, Inc . ( "Customer" ) has opened a trading account with the undersigned ______________ ( "Merchant" ), a registered futures commission merchant, for the purpose of trading financial futures contracts options on futures or cash through said firm; and

WHEREAS in connection with the opening of the trading account, Customer and Merchant have entered into a Customer Agreement which requires Customer to deposit as collateral the initial margin with respect to each futures or options contract as required by the rules and regulations of the Chicago Mercantile Exchange, the Chicago Board of Trade, the Commodities Exchange, and such other exchanges on which Merchant may effect or cause to be effected transactions as broker for Customer; and

WHEREAS Customer, Merchant, and the undersigned First Wisconsin Trust Company ("Bank" ) have entered into a Safekeeping Agreement establishing an account entitled "________________________________________________________ for the account of Heartland Group, Inc . (Customer Segregated Account)", pursuant to which Bank agrees to maintain a Safekeeping Account for the custody of the initial margin which Customer is required to deposit and maintain; and

WHEREAS the Customer Agreement and the Safekeeping Agreement both provide that the rights and duties of the parties thereto are subject to the provisions of this Agreement.

NOW, THEREFORE, IT IS AGREED THAT:

1. Customer shall deposit and maintain as collateral in the Safekeeping Account such initial margin as shall be required from time to time by the Exchange on which transactions are effected or caused to be effected by Merchant as broker for Customer. Customer may deposit amounts in excess of such requirements. The designation "Customer Segregated Account" in the account title is intended to indicate the status of the account under the Commodity Exchange Act and Commodity Futures Trading Commission Regulations; however, the provisions of this agreement shall be controlling as to the rights of the parties in the collateral deposited in the account.

2. The initial margin deposited and maintained in the Safekeeping Account, created pursuant to the Safekeeping Agreement, shall be in the form, as Customer elects, of cash or of securities of the U.S. Government or of a combination thereof. Customer may substitute U.S. Government securities of equal or greater value upon prior approval of the Bank, which shall not be unreasonably withheld. Any separate interest payments thereon shall be payable to Customer when collected by Bank unless notice has been provided to Bank pursuant to Paragraph (a) of Section 6 below, and such interest is required to meet additional variation margin requirements in accordance with the procedure provided in Paragraphs (a) and (b) of Section 6.

3. With respect to the deposit of initial margin, Bank shall be directed by Customer's custodian order to segregate specified assets in the Safekeeping Account, and Bank shall promptly provide Merchant and Customer with a written confirmation of each transfer into the Safekeeping Account.

4. Withdrawals of initial margin from the Safekeeping Account shall be effected upon receipt by the Bank of Customer's custodian order and Merchant's prior written verification of such withdrawal. Merchant shall, as promptly as practical but in any case monthly, inform Customer of the extent of any excess initial margin in the Safekeeping Account.

5. Payment to Merchant or Customer, as may be appropriate, of variation margin due to variation in the value of one or more futures or options contracts held in the trading account ("variation margin"), shall be governed by the following provisions:

(a) If Merchant notifies Customer of the need for variation margin required by any exchange on which transactions are effected by Merchant as broker for Customer due to variation in the value of one or more futures or options contracts held in the trading account prior to 11:30 A.M. New York time on a business day for Customer, Customer shall promptly provide to Merchant such variation margin but not later than the end of that business day. If Merchant notifies Customer of the need for variation margin subsequent to 11:30 A.M. but prior to 4:00 P.M. New York time on a business day for Customer, Customer shall promptly provide to Merchant such variation margin but not later than 10:30 A.M. New York time of the next succeeding business day for Customer. Merchant shall promptly notify Customer of the receipt of variation margin.

(b) Merchant shall, as promptly as practical but in any case daily, inform Customer of the extent of any variation margin due to Customer. Customer may at any time request information as to the extent of such variation margin and Merchant shall promptly respond to such request. If Merchant notifies Customer of its right to variation margin permitted by any exchange on which transactions are effected by Merchant as broker for Customer due to variation in the value of one or more futures or options contracts held in the trading account prior to 11:30 A.M. New York time on a business day for Merchant, Merchant shall promptly provide to Customer such variation margin but not later than the end of that business day. If Merchant notifies Customer of its right to variation margin subsequent to 11:30 A.M. but prior to 4:00 P.M. New York time on a business day for Merchant, Merchant shall promptly provide to

Customer such variation margin but not later than 10:30 A.M. New York time of the next succeeding business day for Merchant.

6. In the event that Customer fails to make any required payment to Merchant of variation margin, the following provisions shall apply:

(a) If Merchant has not timely received the requested variation margin as provided in Paragraph 5(a), Merchant shall give notice ("Notice") to Bank and Customer of Customer's failure to provide variation margin and the amount of variation margin required. Bank shall immediately reconvey Merchant's Notice to Customer. Bank shall not permit any new action to be taken with respect to the initial margin held in the Safekeeping Account until further notice from Merchant. Two hours after Merchant shall have given Notice to Bank of Customer's failure to provide the variation margin, Merchant shall have access to the initial margin held in the Safekeeping Account, and Bank shall upon instruction of Merchant immediately transfer from the Safekeeping Account to or for the account of Merchant such amount of the initial margin as Merchant shall have specified in the Notice. Bank shall then promptly inform Customer of its actions taken pursuant to the instruction of Merchant.

(b) As Merchant elects, it may instruct Bank pursuant to Paragraph (a) either (i) to transfer to Merchant ownership of securities held in the Safekeeping Account, valued by Merchant as of the closing market price on the business day preceding the business day when the Notice was given, or (ii) to sell at the prevailing market price securities in the Safekeeping Account and transfer promptly to Merchant proceeds from such sales, or (iii) a combination of (i) and (ii), in any case not to exceed the amount of required additional variation margin specified in the Notice. Bank shall retain any balance in the Safekeeping Account. Merchant shall give consideration to any timely request by Customer with respect to particular securities to be transferred or sold.

7. Unless otherwise provided, all notices or other communications called for by this Agreement shall be given by the most expeditious means possible and may be given by telephone. If a notice is not given in writing, a written copy shall be provided to appropriate parties within a reasonable time after the notice is given.

8. Any and all expenses of establishing, maintaining, or terminating the Safekeeping Account, including without limitation any and all expenses incurred by Bank in connection with the Safekeeping Account, shall be borne by Customer.

9. This Agreement and the Safekeeping Account shall terminate only upon written consent of Customer and Merchant, at which time Bank shall transfer to Customer all property held in the Safekeeping Account.

10. This Agreement shall be construed according to, and the rights and liabilities of the parties hereto shall be governed by, the laws of the State of __________________________.

By:_____________________________

Attest:_________________________

Heartland Group, Inc.

By: ___________________________

Attest:_________________________

Dated: _______________, 1987.

Exhibit C

SAFEKEEPING AGREEMENT

Heartland Group, Inc. ("Depositor") and __________________ ("Broker") have interests in the subject Safekeeping Account pursuant to a certain Procedural Agreement among Broker, Depositor, and First Wisconsin Trust Company ("Bank"), which Procedural Agreement governs over any inconsistent provisions in this Safekeeping Agreement

____________________, 1987

First Wisconsin Trust Company
777 East Wisconsin Avenue
P.O. Box 701
Milwaukee, WI 53201-0701

Gentlemen:

The Depositor hereby requests the Bank to open and maintain a Safekeeping Account, which shall be a subaccount, under the Custodian Agreement between Depositor and Bank, in the name of "_________________________ for the account of Heartland Group, Inc. (Customer Segregated Account)", for all monies and securities now or hereafter deposited with and accepted by you for the initial margin in financial futures or options contracts transactions.

In such safekeeping capacity you are limited to holding the securities in safekeeping for the Depositor and dealing with them as herein expressed unless otherwise mutually agreed in writing.

You shall make purchases, sales, and deliveries of securities only as the Depositor may direct, and you are authorized and directed to:

1. Collect income and principal on bearer securities in the account;

2. Dispose of the monies received from income collections, maturity, redemption, sale or other disposition of the securities pursuant to said Procedural Agreement;

3. Send a daily confirmation of receipts and disbursements to the Depositor;

4. Provide a monthly list of securities to the Depositor and to Broker.

5. On request, confirm to Broker and Depositor all account changes and positions.

The general conditions of the Safekeeping Agreement shall be those of the Custodian Agreement between Depositor and Bank.

The compensation of the Bank for its services hereunder shall be payable quarterly and shall be in accordance with its present printed schedule, a copy of which has been delivered to Depositor. No change in compensation shall be applicable to this account without written notice to Depositor.

All communications from the Bank shall be sent to the Depositor pursuant to the Custodian Agreement, and to Broker at the addresses shown below, or at such other address as the Depositor or Broker shall from time to time direct.

The Depositor is an investment company duly registered under the Investment Company Act of 1940, as amended, and is not a foreign citizen; if this citizenship status changes, the Depositor will promptly notify the Bank in writing.

Either the Depositor or the Bank may close this account at any time.

Accepted:                                Very truly yours,

First Wisconsin                          HEARTLAND GROUP, INC.
  Trust Company


By:  ____________________________        By:  ______________________________
                                              David P. Weber, Vice President

Attest: _________________________

Acknowledged and approved:

EXHIBIT (h)(1)

HEARTLAND GROUP, INC.
250 East Wisconsin Avenue
Milwaukee, WI 53202

February 6, 1987

First Wisconsin Trust Company
777 East Wisconsin Avenue
P.O. Box 701
Milwaukee, WI 53201-0701

Dear Sir/Madam:

Heartland Group, Inc. (the "Fund") is engaged in the business of an investment company. The Board of Directors of the Fund has selected you to act as Transfer Agent, Dividend Disbursing Agent and Shareholders' Servicing Agent for the Fund and Plan Agent and Escrow Agent for the Funds' shareholders, and you are willing to act as such Agent and perform the respective duties and functions thereof in the manner and on the conditions hereinafter set forth. Accordingly, the Fund hereby agrees with you as follows:

First Wisconsin Trust Company
February 6, 1987

(a) In the case of a new shareholder, open and maintain a bookshare account for such shareholder in the name or names set forth in the subscription application form.

First Wisconsin Trust Company
February 6, 1987

(b) If specifically requested in writing by the shareholder, countersign, issue and mail, by first class mail, to the shareholder at his address as set forth on such application, a share certificate for full shares.

(c) Send to the shareholder a confirmation indicating the amount of full and fractional shares purchased (in the case of fractional shares, rounded to three decimal places), the price per share and a historical confirmation of any transactions made on the shareholder's account since the inception of the calendar year in which such investment is made; and

(d) In the case of a request to establish an accumulation plan, group program, withdrawal plan or other plan or program being offered by this Funds' current Prospectus, open and maintain such plan or program for the shareholder in accordance with the terms thereof;

all subject to any reasonable instructions which the Principal Underwriter or the Fund may give to you with respect to rejection of orders for Shares.

(a) Give prompt notification to the Fund of such non-payment and

(b) Take such other steps, including redepositing those checks in excess of $2500 for collection or redelivering such check to the shareholder or new investor and placing a stop transfer order against any Shares held by him, as the Fund or the Principal Underwriter may instruct you.

First Wisconsin Trust Company
February 6, 1987

exculpation shall not apply in the event the rate is specified by the Principal Underwriter or the Funds and you fail to select the rate specified.

(a) If such certificate or request complies with the standards for repurchase or redemption as approved by the Fund, you will, on or prior to the seventh calendar day succeeding the receipt of any such request for repurchase or redemption in good order, pay from funds available from time to time in the repurchase and redemption account maintained by the Fund with Custodian, the appropriate repurchase or redemption price, as the case may be, to the shareholder as set forth in the current Prospectus of the Fund.

(b) If such certificate or request does not comply with said standards for repurchases or redemptions as approved by the Fund, you will promptly notify the shareholder of such fact, together with the

First Wisconsin Trust Company
February 6, 1987

reason therefor, and shall effect such repurchase or redemption at the price in effect at the time of receipt of documents complying with said standards, or, in the case of a repurchase, at such other time as the Principal Underwriter shall so direct. Notification shall be provided by first- class mail for accounts of $5,000 or less, and by telephone, confirmed by a first-class letter, for accounts in excess of $5,000; and

(c) You shall notify the Fund and the Principal Underwriter as soon as practicable of each business day of the total number of Shares covered by requests for repurchase or redemption which were received by you in proper form on the previous business day, such notification to be confirmed in writing.

First Wisconsin Trust Company
February 6, 1987

endorsed to the Fund (or you, as agent) or otherwise identified as being payment of an outstanding wire-order, you will stamp said check with the date of its receipt and deposit the amount represented by such check to the Fund's deposit account maintained with you. No later than 9:30 A.M. on the third day following such deposit, you will by bank wire transfer Federal Funds in an amount equal to the net asset value of the Shares so purchased to the Fund's accounts at the Custodian Bank. You will compute the respective portions of such deposit which represent the sales charge and the net asset value of the Shares so purchased and will notify the Fund and the Principal Underwriter before noon of each business day of the total amount deposited in the Fund's deposit account during the previous business day. You will remit to the Principal Underwriter the commissions earned by the Principal Underwriter as of the 15th and the last day of each calendar month. Upon receipt of any such purchase order, you will compute the number of Shares due to the investor and:

(a) upon receipt of payment and registration instructions, issue the number of Shares to the investor; or

(b) in the absence of registration instructions, place the paid order into a paid-and-waiting status; or

(c) in the case of an existing shareholder, credit the bookshare account of said investor with such number of Shares; or

(d) in the case of a new investor, open a bookshare account for such investor in the name or names and address set forth in the instructions received from the participating dealer, and credit the account with such number of Shares; or

(e) if specifically requested in writing by the dealer, countersign, issue and mail, by first class mail, a stock certificate for full Shares, together with a refund check equal to any excess of the amount of payment over the total purchase price, if any, in accordance with the participating dealer's instructions; and

(f) send to the shareholder a confirmation (copy to the participating dealer) indicating the amount of full and fractional Shares purchased (in case of fractional shares, rounded to three decimal places), the price per share, and a historical confirmation of all transactions made in the shareholder's account since the beginning of the calendar year in which such investment was made; and

First Wisconsin Trust Company
February 6, 1987

(g) in the event that payment for a purchase order is not received by you on the seventh business day following receipt of the order, prepare a notification to the participating dealer that the trade is in a warning status and forward such notification to the Principal Underwriter; and in the event that payment for a purchase order is not received by you on the tenth business day following receipt of the order, prepare a NASD "notice of failure of dealer to make payment" and forward such notification to the Principal Underwriter.

(a) Name and address;

(b) Number of Shares held and number of Shares for which certificates have been issued;

First Wisconsin Trust Company
February 6, 1987

(c) Historical information regarding the account of each shareholder, including dividends and distributions paid and the date and price for all transactions on a shareholder's account;

(d) Any stop or restraining order placed against a shareholder's account;

(e) Any instructions as to withdrawal orders under withdrawal plans, letters of intent, dividend address, and any correspondence or instructions relating to the current maintenance of a shareholder's account.

You shall be obligated to maintain at your expense those records necessary to carry out your duties hereunder. The remaining records will be preserved by you, at our expense, in a manner that shall be determined before any change in the status of said records is made by you.

First Wisconsin Trust Company
February 6, 1987

communications in addition to those currently being distributed. From time to time, the Fund may request additional reports, dates and/or services which will be provided by you in accordance with our mutual agreement as to additional reasonable fees. In addition, you will be reimbursed by the Fund for any out-of-pocket expenses or disbursements which you may reasonably incur in excess of your basic overhead expenses incurred for providing such services.

First Wisconsin Trust Company
February 6, 1987

to sign, counter-sign or execute the same. In order for this paragraph to apply, it is understood that if in any case the Fund may be asked to indemnify or hold you harmless, the Fund shall be advised of all pertinent facts concerning the situation in question, and it is further understood that you will use reasonable care to identify and notify the Fund promptly concerning any situation which presents or appears likely to present a claim for indemnification against the Fund. The Fund shall have the option to defend you against any claim which may be the subject of this indemnification and in the event that the Fund so elects, they will so notify you and thereupon the Fund shall take over complete defense of the claim and you shall sustain no further legal or other expenses in such situation for which you shall seek indemnification under this paragraph. You will in no case confess any claim or make any compromise in any case in which the Fund will be asked to indemnify you except with the Fund's prior written consent.

Upon termination hereof, the Fund shall pay to you such compensation as may be due to you as of the date of such termination, and shall likewise reimburse you for any out-of-pocket expenses and disbursements reasonably incurred by you to such date. In the event that in connection with termination a successor to any of your duties or responsibilities hereunder is designated by the Fund by written notice to you, you shall, promptly upon such termination and at the expense of the Fund, transfer to such successor a certified list of the shareholders of the Fund (with name, address and tax identification or Social Security number), a record of the account of such shareholder and the status thereof, and all other relevant books,

First Wisconsin Trust Company
February 6, 1987

records and other data established or maintained by you under this agreement and shall cooperate in the transfer of such duties and responsibilities, including provision for assistance from you cognizant personnel in the establishment of books, records and other data by such successor.

28. The Fund's sole and exclusive remedies under our arrangement with you, in the event it is determined that you are in breach of your responsibilities and not entitled to indemnification, shall be:

(a) termination; or

(b) to collect damages directly and actually incurred in a sum up to but not in excess of fifty percentum (50%) of any fees received during the period of 12 months immediately preceding your performance or failure to perform which constituted a material breach of this Agreement; or

(c) to submit a claim for damages directly incurred by the Fund as a consequence of your failure to perform which constituted a material breach of this Agreement, and which act, non-act or event was covered under your Banker's Blanket Bond policy or policies, in which event you agree to indemnify and save us harmless solely to the extent of your best efforts to include our claim as a Loss Payee under your filing of a Proof of Loss under such policy; or

(d) at your own expense to reprocess and correct you administrative errors.

IN NO EVENT SHALL YOU BE LIABLE TO US OR TO ANY THIRD PARTY, FOR ANY DAMAGES, OTHER THAN THOSE IN CLAUSE (b) ABOVE, INCLUDING SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS OR A

First Wisconsin Trust Company
February 6, 1987

LOSS OF BUSINESS, ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF PREVIOUSLY INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE FORM OF ACTION.

If you are in agreement with the foregoing, please sign the form of acceptance on the accompanying counterpart of this letter and return such counterpart to the Fund whereupon this letter shall become a binding contract.

Very truly yours,

HEARTLAND GROUP, INC.

                              By:/s/ David P. Weber
                                 ---------------------------------

                              Title:Vice President
                                    ------------------------------

                              Date: February 11, 1987
                                   -------------------------------



The foregoing agreement is hereby accepted as of the date hereof.

ATTEST:                             FIRST WISCONSIN TRUST COMPANY

By: /s/ Eugene R. Lee               By: /s/ James D. Hintz
    ----------------------------        --------------------------

Title: Assistant Secretary          Title: Vice President
      --------------------------           -----------------------

Date: February 9, 1987              Date: February 9, 1987
     ---------------------------          ------------------------

EXHIBIT (h)(2)

PLAN OF ACQUISITION OF SECURITIES DURING
THE EXISTENCE OF AN UNDERWRITING SYNDICATE OF
HEARTLAND GROUP, INC.

WHEREAS, Heartland Group, Inc. (the "Fund") is engaged in business as an open-end management investment company and is registered as such under the Investment Company Act of 1940, as amended (the "Act");

WHEREAS, the Fund intends to rely on the exemption set forth in Rule 10f-3 under the Act from the restrictions contained in Section l0(f) of the Act on the acquisition of certain securities;

WHEREAS, the Board of Directors of the Fund has determined that there is a reasonable likelihood that adoption of this Plan will benefit the Fund and its shareholders; and

WHEREAS, the Fund intends to employ Heartland Group, Inc. as the principal underwriter and distributor of the securities of the Fund;

NOW THEREFORE, the Fund hereby adopts this Plan in accordance with Rule 10f-3 under the Act under the following terms and conditions;

1. The Fund may purchase or otherwise acquire, during the existence of any underwriting or selling syndicate, any security (except a security of which the Fund is the issuer) a principal underwriter of which is an officer, director, member of advisory board, investment advisor, or employee of the Fund, or is a person of which any such officer, director, member of advisory board, investment advisor or employee is an affiliated person, if the securities to be purchased are (a) either registered under the Securities Act of 1933 in a public offering or are municipal securities as defined in Section 3(a)(29) of the Securities Exchange Act of 1934; (b) purchased at not more than the public offering price prior to the end of the first full business day after the first date on which the issue is offered to the public; and (c) offered pursuant to a firm commitment underwriting Agreement, and the commission, spread or profit, received or to be received by the principal underwriters is reasonable and fair compared to the commission, spread or profit received by other such persons in connection with the underwriting of similar securities being sold during a comparable period of time.

2. With respect to any issues of securities other than municipal securities purchased pursuant to this Plan, the issuer of such securities to be purchased shall have been in continuous operation for not less than three years, including operations of any predecessors. With respect to any issue of municipal securities, (i) such issue shall have received an investment grade rating from at least one of the nationally recognized statistical rating organizations, or (ii) if the issuer of the municipal securities to be purchased, or the entity supplying the revenues from which the issue is to be paid, shall have been in continuous operation for less than three years , including the operation of any predecessors, the issue shall have received one of the three highest ratings from one such rating organization.

3. The amount of securities of any class of such issue to be purchased by the Fund, or by two or more investment companies having the same investment advisor as the Fund, shall not exceed 4 percent of the principal amount of the offering of such class or $500,000 in principal amount, whichever is greater, but in no event greater than 10 percent of the principal amount of the offering.

4. The consideration to be paid by the Fund in purchasing the securities being offered shall not exceed 3 percent of the total assets of the Fund.

5. This Plan does not permit the Fund to purchase securities directly or indirectly from an officer, director, member of advisory board, investment advisor or employee of the Fund, or from a person of which any such officer, director, member of advisory board, investment advisor or employee is an affiliated person, unless the securities are purchased from a syndicate manager, and not from a specific underwriter, so long as that underwriter does not benefit directly or indirectly from the transaction, and with respect to the purchase of municipal securities, so long as such purchases are designated as group sales or otherwise allocated to the account of persons described above.

6. The Fund shall report all transactions effected pursuant to this Plan on Form N-SAR.

7. This Plan shall continue in effect unless modified or terminated by a majority of those directors of the Fund who are not "interested persons" of the Fund (as defined in the Act) voting in person at a meeting (or meetings) called for the purpose of voting on this Plan or such related agreements.

8. The Fund's Advisor shall provide to the Fund's Board of Directors and the Board shall review, at least quarterly, a written report of the securities purchased and that such securities are purchased in compliance with the procedure set forth in this Plan. With respect to each transaction effected pursuant to this Plan the Directors shall review, and the Fund shall maintain, a written record setting forth from whom the securities were acquired, the identity of the underwriting syndicate's members, the terms of the transaction, and the information or materials upon which the Directors determined that the purchases made were effected in compliance with the procedures of this Plan. In determining compliance with the provision of Paragraph 1, above, the Board of Directors shall receive and review no less frequently than quarterly, a report of all transactions effected pursuant to these procedures during the preceding quarter and shall determine that the transactions were effected in compliance with such procedures. The information to be provided to and reviewed by the Board of Directors shall include a description of the security, the number of shares or units involved, whether the transaction was a purchase or sale, the unit cost, the price at which the transactions were effected, the total commissions paid, the commissions as a percentage of the transaction, the commissions per share, the exchange or market on which the transaction was effected, and the name of the broker effecting the transaction. The Board of Directors shall make a comparison

of the remuneration paid to affiliated and unaffiliated brokers for comparable transactions by the Fund. In addition, the Board will consider statistical compilations of similar transactions. The Board shall determine whether all transactions effected pursuant to this Plan during the preceding quarter were effected in compliance with these procedures.

9. This Plan may be terminated at any time by vote of a majority of the noninterested directors of the Fund.

10. The Fund shall preserve copies of this Plan and any reports or other information or materials held or relied on to determine compliance with the procedures set forth in this Plan, for a period of not less than six years from the end of the fiscal year in which the transactions occurred, the first two years in an easily accessible place.

EXHIBIT (h)(3)

PLAN OF ACQUISITION OF SECURITIES DURING
THE EXISTENCE OF AN UNDERWRITING SYNDICATE OF
HEARTLAND VALUE FUND, INC.

WHEREAS, Heartland Value Fund, Inc. (the "Fund") intends to engage in business as an open-end management investment company and register as such under the Investment Company Act of 1940, as amended (the "Act");

WHEREAS, the Fund intends to rely on the exemption set forth in Rule 10f-3 under the Act from the restrictions contained in Section 10(f) of the Act on the acquisition of certain securities;

WHEREAS, the Board of Directors of the Fund has determined that there is a reasonable likelihood that adoption of this Plan will benefit the Fund and its shareholders; and

WHEREAS, the Fund intends to employ The Milwaukee Company as the principal underwriter and distributor of the securities of the Fund;

NOW THEREFORE, the Fund hereby adopts this Plan in accordance with Rule 10f-3 under the Act under the following terms and conditions:

1. The Fund may purchase or otherwise acquire, during the existence of any underwriting or selling syndicate, any security (except a security of which the Fund is the issuer) a principal underwriter of which is an officer, director, member of advisory board, investment advisor, or employee of the Fund, or is a person of which any such officer, director, member of advisory board, investment advisor or employee is an affiliated person, if the securities to be purchased are (a) either registered under the Securities Act of 1933 in a public offering or are municipal securities as defined in Section 3(a)(29) of the Securities Exchange Act of 1934; (b) purchased at not more than the public offering price prior to the end of the first full business day after the first date on which the issue is offered to the public; and (c) offered pursuant to a firm commitment underwriting agreement, and the commission, spread or profit, received or to be received by the principal underwriters is reasonable and fair compared to the commission, spread or profit received by other such persons in connection with the underwriting of similar securities being sold during a comparable period of time.

2. With respect to any issues of securities other than municipal securities purchased pursuant to this Plan, the issuer of such securities to be purchased shall have been in continuous operation for not less than three years, including operations of any predecessors.

3. The amount of securities of any class of such issue to be purchased by the Fund, or by two or more investment companies having the same investment advisor as the Fund, shall not exceed 4 percent of the principal amount of the offering of such class or $500,000 in principal amount, whichever is greater, but in no event greater than 10 percent of the principal amount of the offering.

4. The consideration to be paid by the Fund in purchasing the securities being offered shall not exceed 3 percent of the total assets of the Fund.

5. This Plan does not permit the Fund to purchase securities directly or indirectly from an officer, director, member of advisory board, investment advisor or employee of the Fund, or from a person of which any such officer, director, member of advisory board, investment advisor or employee is an affiliated person, unless the securities are purchased from a syndicate manager, and not from a specific underwriter, so long as that underwriter does not benefit directly or indirectly from the transaction, and with respect to the purchase of municipal securities, so long as such purchases are designated as group sales or otherwise allocated to the account of persons described above.

6. The Fund shall report all transactions effected pursuant to this Plan on Form N-1Q.

7. This Plan shall not take effect until it has been approved, together with any related agreements, by votes of a majority of both (a) the Board of Directors of the Fund and (b) those directors of the Fund who are not "interested persons" of the Fund (as defined in the Act) voting in person at a meeting (or meetings) called for the purpose of voting on this Plan or such related agreements.

8. This Plan shall continue in effect for so long as such continuance is specifically approved at least annually in the manner provided for approval of this Plan in Paragraph 7.

9. The Fund's Advisor shall provide to the Fund's Board of Directors and the Board shall review, at least quarterly, a written report of the securities purchased and that such securities are purchased in compliance with the procedure set forth in this Plan. With respect to each transaction effected pursuant to this Plan, the Fund shall maintain, a written record setting forth from whom the securities were acquired, the identity of the underwriting syndicate's members, the terms of the transaction, and the information or materials upon which the directors determined that the purchases made were effected in compliance with the procedures of this Plan.

10. This Plan may be terminated at any time by vote of a majority of the noninterested directors of the Fund.

11. The Fund shall preserve copies of this Plan and any related agreements or reports made pursuant to paragraph 9 hereof, for a period of not less than six years from the end of the fiscal year in which the transactions occurred, the first two years in an easily accessible place.

IN WITNESS WHEREOF, the Fund has executed this Plan on the day and year set forth below in Milwaukee, Wisconsin.

HEARTLAND VALUE FUND, INC.

Attest:

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Prospectus and Statement of Additional Information constituting part of this Post-Effective Amendment No. 35 to the Registration Statement on Form N-1A (the "Registration Statement") of our report dated February 6, 1998, relating to the financial statements and financial highlights appearing in the December 31, 1997 Annual Report to Shareholders of the Heartland Value Fund, Heartland Mid Cap Value Fund, Heartland Large Cap Value Fund, Heartland Value Plus Fund and Heartland U.S. Government Securities Fund (portfolios of Heartland Group, Inc.), which are also incorporated by reference into the Registration Statement. We also consent to the references to us under the heading "Financial Highlights" in the Prospectus and under the headings "Counsel and Independent Public Accountants" and "Financial Statements" in the Statement of Additional Information.

/s/ PricewaterhouseCoopers LLP
------------------------------
PricewaterhouseCoopers LLP
Milwaukee, Wisconsin
October 12, 1998

EXHIBIT (l)

HEARTLAND U.S. GOVERNMENT

HIGH YIELD FUND

The undersigned hereby subscribes for 10,471.204 (Ten Thousand Four Hundred, Seventy One point 204) shares of Common Stock ($.001 par value) (the "Shares") of Heartland U. S. Government High Yield Fund, a corporation organized and existing under the laws of the State of Maryland, (the "Fund") and hereby agrees to pay therefor upon call of the Board of Directors the sum of Nine Dollars Fifty-Five Cents ($9.55) per share for an aggregate subscription price of $100,000.

In subscribing for the Shares the undersigned represents and warrants that:

(a) the Shares are to be purchased as an investment and not with a view to distribution thereof; (b) I have no present intent of redeeming or selling such Shares; and (c) I will not redeem any of the Shares prior to the time that the Fund has completed the amortization of its organizational expenses, and in the event the Fund liquidates before the deferred organizational costs are fully amortized, the Shares shall bear their proportionate share of such unamortized organizational expenses.

Dated this 8th day of January, 1987

/s/ Ross H. Dean
--------------------------------

ADDENDUM

HEARTLAND U.S. GOVERNMENT FUND

THIS ADDENDUM, entered into on this 26th day of February, 1987, hereby alters, amends and modifies the subscription agreement (the "Subscription Agreement") dated January 8, 1987 whereby the undersigned subscribed for 10,471.204 shares of Common Stock, $.001 par value per share (the "Shares") of Heartland U.S. Government Fund (formally known as Heartland U.S. Government High Yield Fund) (the "Fund"), a series of the Heartland Group, Inc., a corporation organized and existing under the laws of the State of Maryland.

WHEREAS, in the Subscription Agreement the undersigned agreed not to redeem any of the Shares prior to the time that the Fund has completed the amortization of its organizational expenses; and

WHEREAS, although the undersigned understood his right to transfer any of the Shares to be subject to an obligation to require any transferree thereof to consent to these same redemption restrictions, the Subscription Agreement failed to expressly set forth this understanding.

NOW THEREFORE, in order to clarify the rights and obligations of the undersigned under the Subscription Agreement, the undersigned represents and warrants that, in the event he transfers any of the Shares, such transferred Shares will remain subject to the restriction that they not be redeemed prior to the time that the Fund has completed the amortization of its organizational expenses, and in the event the Fund liquidates before the deferred organizational costs are fully amortized, the transferred Shares shall bear their proportionate share of such unamortized organizational expenses.

/s/ Ross H. Dean
--------------------------------
Ross H. Dean

HEARTLAND U.S. GOVERNMENT

HIGH YIELD FUND

The undersigned hereby subscribes for 2,617.80 shares of Common Stock ($.001 par value) (the "Shares") of Heartland U. S. Government High Yield Fund, a corporation organized and existing under the laws of the State of Maryland, (the "Fund") and hereby agrees to pay therefor upon call of the Board of Directors the sum of Nine Dollars Fifty-Five Cents ($9.55) per share for an aggregate subscription price of $25,000.

In subscribing for the Shares the undersigned represents and warrants that:

(a) the Shares are to be purchased as an investment and not with a view to distribution thereof; (b) I have no present intent of redeeming or selling such Shares; and (c) I will not redeem any of the Shares prior to the time that the Fund has completed the amortization of its organizational expenses, and in the event the Fund liquidates before the deferred organizational costs are fully amortized, the Shares shall bear their proportionate share of such unamortized organizational expenses.

Dated this 12th day of January, 1987

/s/ William J. Nasgovitz
------------------------------------

ADDENDUM

HEARTLAND U.S. GOVERNMENT FUND

THIS ADDENDUM, entered into on this 26th day of February, 1987, hereby alters, amends and modifies the subscription agreement (the "Subscription Agreement") dated January 12, 1987 whereby the undersigned subscribed for 2,617.80 shares of Common Stock, $.001 par value per share (the "Shares") of Heartland U.S. Government Fund (formally known as Heartland U.S. Government High Yield Fund) (the "Fund"), a series of the Heartland Group, Inc., a corporation organized and existing under the laws of the State of Maryland.

WHEREAS, in the Subscription Agreement the undersigned agreed not to redeem any of the Shares prior to the time that the Fund has completed the amortization of its organizational expenses; and

WHEREAS, although the undersigned understood his right to transfer any of the Shares to be subject to an obligation to require any transferree thereof to consent to these same redemption restrictions, the Subscription Agreement failed to expressly set forth this understanding.

NOW THEREFORE, in order to clarify the rights and obligations of the undersigned under the Subscription Agreement, the undersigned represents and warrants that, in the event he transfers any of the Shares, such transferred Shares will remain subject to the restriction that they not be redeemed prior to the time that the Fund has completed the amortization of its organizational expenses, and in the event the Fund liquidates before the deferred organizational costs are fully amortized, the transferred Shares shall bear their proportionate share of such unamortized organizational expenses.

/s/ William J. Nasgovitz
------------------------------------
William J. Nasgovitz

EXHIBIT (m)(1)

HEARTLAND VALUE FUND, INC.
RULE 12b-1 PLAN

1. Payments by Heartland Group, Inc. (the "Fund") to promote the Sale of the Fund's Shares

(a) The Fund will pay the Distributor of the Fund's shares a fee of up to 0.30% per annum of the Fund's average daily net assets. The Distributor may pay a portion of this fee, not to exceed 0.25% per annum of the Fund's average daily net assets, to any securities dealer, financial institution or any other Person (the "Recipient") who renders assistance in distributing or promoting the sale of the Fund's shares pursuant to a written agreement (the "Related Agreement"). To the extent such fee is not paid to such persons, the Distributor may use the fee for its expenses of distribution of the Fund's Shares. Payment of the distribution fee shall be made quarterly within 30 days after the close of the quarter for which the fee is payable upon the Distributor forwarding the Fund the written report required by Section 2 of this plan; provided that the aggregate payments by the Fund under this plan in any month to the Distributor and all Recipients shall not exceed 0.30% of the Fund's average net assets for that quarter; and provided further that no fee shall be paid in excess of the distribution expenses verified in a written report and submitted by the Distributor to the board of directors as required under Section 2 of this plan.

(b) No Related Agreement shall be entered into, and no payments shall be made pursuant to any Related Agreement, unless such Related Agreement is in writing and has first been delivered to and approved by a vote of a majority of the board of directors of the Fund, and of a majority of the members of the board of directors of the Fund who are not Interested Persons of the Fund and have no direct or indirect financial interest in the operation of the plan or in any Related Agreement (the "Disinterested Directors"), cast in person at a meeting called for the purpose of voting on such Related Agreement.

(c) Any Related Agreement shall describe the services to be performed by the Recipient and shall specify the amount of, or the method for determining, compensation to the Recipient.

(d) No Related Agreement may be entered into unless it provides that it may be terminated at any time, without the payment of any penalty, by vote of a majority of the Disinterested Directors or by vote of a majority of the outstanding voting securities of the Fund on not more than 60 days' written notice to the other party to the Related Agreement and that the Related Agreement shall automatically terminate in the event of its assignment as defined in the Investment Company Act of 1940.

(e) Any Related Agreement shall continue in effect for a period of more than one year from the date of its execution or adoption only if it provides that such continuance is specifically approved at least annually by a vote of a majority of the board of directors of the Fund, and of the Disinterested Directors, cast in person at a meeting called for the purpose of voting on such Related Agreement.

2. Quarterly Reports

The Distributor shall provide to the board of directors, and the board of directors shall review, at least quarterly, a written report of all amounts expended pursuant to this plan. This report shall include the identity of the Recipient of each payment and the purpose for which the amounts were expended and such other information as the board of directors may reasonably request.

3. Effective Date and Duration of the Plan

This plan shall become effective immediately upon approval by both (a) the vote of a majority of the board of directors of the Fund, and of the Disinterested Directors, cast in person at a meeting called for the purpose of voting on the approval of the plan and (b) the vote of a majority of the outstanding voting securities of the Fund. This plan shall continue in effect for a period of one year from its effective date unless terminated pursuant to its terms. Thereafter, this plan shall continue from year to year, provided that such continuance is approved at least annually by a vote of a majority of the board of directors of the Fund, and of the Disinterested Directors, cast in person at a meeting called for the purpose of voting on such continuance. This plan may be terminated at any time by the vote of a (a) a majority of the board of directors, (b) a majority of the Disinterested Directors or (c) a majority of the outstanding voting securities of the Fund.

4. Selection of Disinterested Directors

During the period in which this plan is effective, the selection and nomination of those directors of the Fund who are Disinterested Directors of the Fund shall be committed to the discretion of the Disinterested Directors.

5. Amendments

All material amendments of this plan shall be in writing and shall be approved by a vote of a majority of the board of directors of the Fund, and of the Disinterested Directors, cast in person at a meeting called for the purpose of voting on such amendment. This plan may not be amended to increase materially the amount to be spent by the Fund hereunder without approval by a majority of the outstanding voting securities of the Fund.

THE MILWAUKEE COMPANY
250 East Wisconsin Avenue
Milwaukee, WI 53202

Dear Sirs:

This letter will confirm our understanding and agreement with respect to payments to be made to you pursuant to a plan of distribution adopted by Heartland Value Fund, Inc. (the "Fund") pursuant to Rule 12b-1 (the "Plan") under the Investment Company Act of 1940 (the "Act"). The Plan and this related agreement have been approved by a majority of the Directors of the Fund including a majority of the Directors who are not interested persons of the Fund and who have no direct or indirect financial interest in the operation of the Plan or any related agreements (the "Disinterested Directors"), cast in person at a meeting called for the purpose of voting thereon. Such approval included a determination that in the exercise of reasonable business judgment and in light of their fiduciary duties, there is a reasonable likelihood that the Plan will benefit the Fund and its shareholders. The Plan has also been approved by a vote of at least a majority of the Fund's outstanding voting securities, as defined in the Act.

1. To the extent you provide distribution and marketing services in the promotion of the Fund's shares, including furnishing services and assistance to your customers who invest in and own Fund shares, including, but not limited to, answering routine inquiries regarding the Fund, assisting in changing distribution options, account designations and addresses, we shall pay you a fee of .25% on an annual basis of the net asset value of Fund shares which are owned of record by your firm as nominee for your customers or which are owned by those customers of your firm whose records, as maintained by the Fund or its Agent, designate your firm as the Customer's dealer of record. We shall make the determination of the net asset value of such fund shares on or about the 45th day of each such quarter. No such quarterly fee will be paid to you with respect to shares purchased by you and redeemed or repurchased by the Fund or by us as Agent within seven (7) business days after the date of our confirmation of such purchase. No such quarterly fee will be paid to you with respect to any of your customers if the amount of such fee based upon the value of such customer's Fund shares will be less than $1.00. Payment of such quarterly fee shall be made within 45 days after the close of each quarter for which such fee is payable.

2. You shall furnish us and the Fund with such information as shall reasonably be requested by the Directors of the Fund with respect to the fees paid to you pursuant to this Agreement.

3. We shall furnish to the Directors of the Fund, for their review, on a quarterly basis a written report of the amounts expended under the Plan by us and the purposes for which such expenditures were made.

4. This Agreement may be terminated by the vote of a majority of the Disinterested Directors of the Fund or by a vote of a majority of the Fund's outstanding shares on sixty (60) days' written notice, without payment of any penalty. It will be terminated by any act which terminates either the Distribution Agreement between the Fund and us or the Dealer Agreement between your firm and us and shall terminate immediately in the event of its assignment as that term is defined in the Act.

5. The provisions of the Distribution Agreement between the Fund and us, insofar as they relate to the Plan, are incorporated herein by reference. This agreement shall become effective on the effective date of said Distribution Agreement and shall continue in full force and effect so long as the continuance of the Distribution Agreement and the Plan and this Agreement are approved at least annually by a vote of the non-interested Directors, cast in person at a meeting called for the purpose of voting thereon. All communications to us should be sent to the above address. Any notice to you shall be duly given if marked or telegraphed to you at the address specified by you below. This agreement shall be effective when accepted by you below and shall be construed under the laws of the State of Wisconsin.

THE MILWAUKEE COMPANY

Accepted:

EXHIBIT (m)(3)

Date: __________________

Dear Sirs:

This letter will confirm our understanding and agreement with respect to payments to be made to you pursuant to a plan of distribution adopted by Heartland Group, Inc. (the "Fund") pursuant to Rule 12b-1 (the "Plan") under the Investment Company Act of 1940 (the "Act") with respect to those series of the Fund's shares (the "Shares") identified on Schedule A to this Agreement, as modified from time to time by the Fund. The Plan and this related agreement have been approved by a majority of the Directors of the Fund, including a majority of the Directors who are not interested persons of the Fund and who have no direct or indirect financial interest in the operation of the Plan or any related agreements (the "Disinterested Directors"), cast in person at a meeting called for the purpose of voting thereon. Such approval included a determination that, in the exercise of reasonable business judgment and in light of their fiduciary duties, there is a reasonable likelihood that the Plan will benefit the Fund and its shareholders. The Plan has also been approved by a vote of at least a majority of the outstanding voting securities, as defined in the Act, of each series of Shares.

1. To the extent you provide distribution and marketing services in the promotion of the Shares, including furnishing services and assistance to your customers who invest in and own Shares, including, but not limited to, answering routine inquiries regarding the Fund, assisting in changing distribution options, account designations and addresses, we shall pay you a fee of 0.25% on an annual basis of the average daily net asset value of Fund Shares which are owned of record by your firm as nominee for your customers or which are owned by those customers of your firm whose records, as maintained by the Fund or its agent, designate your firm as the customer's dealer of record; except that no such fee shall be payable with respect to any Shares subject to a contingent deferred sales charge during the initial one-year period following their sale to the investor. We reserve the right to increase, decrease or discontinue the fee at any time in our sole discretion upon written notice to you.

The fee will be calculated and paid quarterly. Payment of such quarterly fee shall be made within 45 days after the close of each quarter for which such fee is payable.

2. You shall furnish us and the Fund with such information as shall reasonably be requested by the Directors of the Fund with respect to the fees paid to you pursuant to this Agreement.

3. We shall furnish to the Directors of the Fund, for their review, on a quarterly basis a written report of the amounts expended under the Plan by us and the purposes for which such expenditures were made.

4. This Agreement may be terminated in its entirety or with respect to the Shares of any one or more of the series identified on Schedule A by the vote of a majority of the Disinterested Directors of the Fund or by a vote of majority of the outstanding Shares of the particular Series on sixty (60) days' written notice, without payment of any penalty. It will be terminated by any act which

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terminates either the Distribution Agreement between the Fund and us or the Dealer Agreement between your firm and us and shall terminate immediately in the event of its assignment as that term is defined in the Act. This Agreement may be amended by us upon written notice to you, and you shall be deemed to have consented to such amendment upon effecting any purchases of Shares for your own account or on behalf of any of your customer's accounts following your receipt of such notice.

5. The provisions of the Distribution Agreement between the Fund and us, insofar as they relate to the Plan, are incorporated herein by reference. This Agreement shall become effective on the date accepted by you and shall continue in full force and effect so long as the continuance of the Distribution Agreement and the Plan and this Agreement are approved at least annually by a vote of the Disinterested Directors, cast in person at a meeting called for the purpose of voting thereon. All communications to us should be sent to the above address. Any notice to you shall be duly given if mailed or telegraphed to you at the address specified by you below. This agreement shall be construed under the laws of the State of Wisconsin.

HEARTLAND ADVISORS, INC.

By: _________________________
(Authorized Signature)

Accepted:

By __________________________________

(Authorized Signature of Dealer)

SCHEDULE A

This Distribution Agreement shall extend to and include only the following series of Heartland Group, Inc.'s Common Stock (the "Shares"):

1. Heartland Value Fund
2. Heartland Value Plus Fund
3. Heartland Mid Cap Value Fund
4. Heartland Large Cap Value Fund
5. Heartland U.S. Government Securities Fund
6. Heartland Wisconsin Tax Free Fund
7. Heartland Short Duration High-Yield Municipal Fund
8. Heartland High-Yield Municipal Bond Fund

Date:_________________________

Dear Sirs:

This letter will confirm our understanding and agreement with respect to payments to be made to you pursuant to a plan of distribution adopted by Heartland Group, Inc. (the "Fund") pursuant to Rule 12b-1 (the "Plan") under the Investment Company Act of 1940 (the "Act") with respect to those series of the Fund's shares (the "Shares") identified on Schedule A to this Agreement, as modified from time to time by the Fund. The Plan and this related agreement have been approved by a majority of the Directors of the Fund, including a majority of the Directors who are not interested persons of the Fund and who have no direct or indirect financial interest in the operation of the Plan or any related agreements (the "Disinterested Directors"), cast in person at a meeting called for the purpose of voting thereon. Such approval included a determination that, in the exercise of reasonable business judgment and in light of their fiduciary duties, there is a reasonable likelihood that the Plan will benefit the Fund and its shareholders. The Plan has also been approved by a vote of at least a majority of the outstanding voting securities, as defined in the Act, of each series of Shares.

1. To the extent you provide distribution and marketing services in the promotion of the Shares, including furnishing services and assistance to your customers who invest in and own Shares, including, but not limited to, answering routine inquiries regarding the Fund, assisting in changing distribution options, account designations and addresses, we shall pay you a fee of 0.25% on an annual basis of the average daily net asset value of Fund Shares which are owned by those customers of yours whose records, as maintained by the Fund or its agent, designate you as the customer's agent of record; except that no such fee shall be payable with respect to any Shares subject to a contingent deferred sales charge during the initial one-year period following their sale to the investor. We reserve the right to increase, decrease or discontinue the fee at any time in our sole discretion upon written notice to you.

The fee will be calculated and paid quarterly. Payment of such quarterly fee shall be made within 45 days after the close of each quarter for which such fee is payable.

2. You shall furnish us and the Fund with such information as shall reasonably be requested by the Directors of the Fund with respect to the fees paid to you pursuant to this Agreement.

3. We shall furnish to the Directors of the Fund, for their review, on a quarterly basis a written report of the amounts expended under the Plan by us and the purposes for which such expenditures were made.

4. This Agreement may be terminated in its entirety or with respect to the Shares of any one or more of the series identified on Schedule A by the vote of a majority of the Disinterested Directors of the Fund or by a vote of majority of the outstanding Shares of the particular Series on sixty (60) days' written notice, without payment of any penalty. It will be terminated by any act which

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terminates either the Distribution Agreement between the Fund and us or the Selling Agreement between you and us and shall terminate immediately in the event of its assignment as that term is defined in the Act. This Agreement may be amended by us upon written notice to you, and you shall be deemed to have consented to such amendment upon effecting any purchases of Shares on behalf of any of your customer's accounts following your receipt of such notice.

5. The provisions of the Distribution Agreement between the Fund and us, insofar as they relate to the Plan, are incorporated herein by reference. This Agreement shall become effective on the date accepted by you and shall continue in full force and effect so long as the continuance of the Distribution Agreement and the Plan and this Agreement are approved at least annually by a vote of the Disinterested Directors, cast in person at a meeting called for the purpose of voting thereon. All communications to us should be sent to the above address. Any notice to you shall be duly given if mailed or telegraphed to you at the address specified by you below. This agreement shall be construed under the laws of the State of Wisconsin.

HEARTLAND ADVISORS, INC.

By: ____________________________
(Authorized Signature)

Accepted:

By __________________________________

(Authorized Signature of Bank)

SCHEDULE A

This Distribution Agreement shall extend to and include only the following series of Heartland Group, Inc.'s Common Stock (the "Shares"):

1. Heartland Value Fund
2. Heartland Value Plus Fund
3. Heartland Mid Cap Value Fund
4. Heartland Large Cap Value Fund
5. Heartland U.S. Government Securities Fund
6. Heartland Wisconsin Tax Free Fund
7. Heartland Short Duration High-Yield Municipal Fund
8. Heartland High-Yield Municipal Bond Fund