EXHIBIT G
CUSTODIAN CONTRACT
Between
HEARTLAND GROUP, INC
and
FIRST WISCONSIN TRUST COMPANY
TABLE OF CONTENTS
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Page
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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
CUSTODIAN CONTRACT
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This Contract between Heartland Group, Inc., a corporation organized and
existing under the laws of Maryland having its principal place of business at
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, hereinafter called the
"Fund", and First Wisconsin Trust Company, a Wisconsin corporation, having its
principal place of business at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇. ▇▇▇ ▇▇▇,
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, 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:
1. Employment of Custodian and Property to be Held by It
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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.
2. Duties of the Custodian with Respect to Property of the Fund Held by the
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Custodian
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2.1 Holding Securities. The Custodian shall hold and physically
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segregate for the account of the Fund all non-cash property,
including all securities owned by the Fund, other than securities
which are maintained pursuant to Section 2.12 in a clearing agency
which acts as a securities depository or in a book-entry system
authorized by the U.S. Department of the Treasury, collectively
referred to herein as "Securities System".
2.2 Delivery of Securities. The Custodian shall release and deliver
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securities owned by the Fund held by the Custodian or in a
Securities System account of the Custodian only upon receipt of
Proper Instructions, which may be continuing
2
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
3
of units; provided that, in any such case, the new
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securities are to be delivered to the Custodian.
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;
10) For delivery in connection with any loans of securities made
by the Fund, but only against receipt of adequate collateral
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as agreed upon from time to time by the Custodian and the
Fund, which may be in the form of cash or obligations issued
by the United States government, its agencies or
instrumentalities, except that in connection with any loans
for which collateral is to be credited to the Custodian's
account in the book-entry system authorized by the
4
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;
11) For delivery as security in connection with any borrowings
by the Fund requiring a pledge of assets by the Fund, but
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only against receipt of amounts borrowed;
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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
5
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.
2.3 Registration of Securities. Securities held by the Custodian
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(other than bearer securities) shall be registered in the name of
the Fund or in the name of any nominee of the Fund or of any
nominee of the Custodian or in the name or nominee name of any
agent appointed pursuant to Section 2.11 or in the name or
nominee name of any sub-custodian appointed pursuant to Article
1. All securities accepted by the Custodian on behalf
6
of the Fund under the terms of this Contract shall be in "street
name" or other good delivery form.
2.4 Bank Accounts. The Custodian shall open and maintain a separate
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account or accounts in the name of the Fund, subject only to
draft or order by the Custodian acting pursuant to the terms of
this Contract, and shall hold in such account or accounts,
subject to the provisions hereof, all cash received by it from or
for the account of the Fund, other than cash maintained by the
Fund in a bank account established and used in accordance with
Rule 17f-3 under the Investment Company Act of 1940. Funds held
by the Custodian for the Fund may be deposited by it to its
credit as Custodian at First Wisconsin National Bank-Milwaukee or
in such other banks or trust companies as it may in its
discretion deem necessary or desirable; provided, however, that
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every such bank or trust company shall be qualified to act as a
custodian under the Investment Company Act of 1940 and that each
such bank or trust company and the funds to be deposited with
each such bank or trust company shall be approved by vote of a
majority of the Board of Directors of the Fund. Such funds shall
be deposited by the Custodian in its capacity as Custodian and
shall be withdrawable by the Custodian only in that capacity.
2.5 Payments for Shares. The Custodian shall receive from the
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distributor for the Fund's Shares or from the Transfer Agent of
the Fund and deposit into
7
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.
2.6 Investment and Availability of Federal Funds. Upon mutual
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agreement between the Fund and the Custodian, the Custodian
shall, upon the receipt of Proper Instructions,
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.
2.7 Collection of Income. The Custodian shall collect on a timely
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basis all income and other payments with respect to registered
securities held hereunder to which the Fund shall be entitled
either by law or pursuant to custom in the securities business,
and shall collect on a timely basis all income and other payments
with respect to bearer securities if, on the date of payment by
the issuer, such securities are held by the Custodian or
8
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.
2.8 Payment of Fund Moneys. Upon receipt of Proper Instructions,
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which may be continuing instructions when deemed appropriate by
the parties, the Custodian shall pay out monies of the Fund in
the following cases only:
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
9
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;
10
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;
7) For any other proper purpose, but only upon receipt of,
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in addition to Proper Instructions, a certified copy of
a resolution of the Board of Directors or of the
Executive Committee of the Fund signed by an officer of
the Fund and certified by its Secretary or an Assistant
Secretary, specifying the amount of such payment,
setting forth the purpose for which such payment is to
be made, declaring such purpose to be a proper purpose,
and naming the person or persons to whom such payment
is to be made.
2.9 Liability for Payment in Advance of Receipt of Securities
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Purchased. In any and every case where payment for purchase of
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securities for the
11
account of the Fund is made by the Custodian in advance of
receipt of the securities purchased in the absence of specific
written instructions from the Fund to so pay in advance, the
Custodian shall be absolutely liable to the Fund for such
securities to the same extent as if the securities had been
received by the Custodian, except that in the case of
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repurchase agreements entered into by the Fund with a bank which
is a member of the Federal Reserve System, the Custodian may
transfer funds to the account of such bank prior to the receipt
of written evidence that the securities subject to such
repurchase agreement have been transferred by book-entry into a
segregated non-proprietary account of the Custodian or any sub-
Custodian maintained with the Federal Reserve Bank of Chicago or
of the safe-keeping receipt, provided that such securities have
in fact been so transferred by book-entry, or prior to receipt of
such written evidence upon notification that the transfer has
been approved through the book-entry delivery system.
2.10 Payments for Repurchases or Redemptions of Shares of the Fund.
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From such funds as may be available for the purpose but subject
to the limitations of the Articles of Incorporation and any
applicable votes of the Board of Directors of the Fund pursuant
thereto, the Custodian shall, upon receipt of instructions from
the Transfer Agent, make funds available for payment to holders
of Shares who have delivered to the Transfer Agent a request for
redemption or repurchase of their Shares. In connection with
12
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.
2.11 Appointment of Agents. The Custodian may at any time or
---------------------
times in its discretion appoint (and may at any time remove)
any other bank or trust company which is itself qualified under
the Investment Company Act of 1940, as amended, to act as a
custodian, as its agent to carry out such of the provisions of
this Article 2 as the Custodian may from time to time direct;
provided, however, that the appointment of any agent shall not
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relieve the Custodian of its responsibilities or liabilities
hereunder.
2.12 Deposit of Fund Assets in Securities Systems. The Custodian
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may deposit and/or maintain securities owned by the Fund in a
clearing agency registered with the Securities and Exchange
Commission under Section 17A of the Securities Exchange Act of
1934, which acts as a securities depository, or in the book-
entry system authorized by the U.S. Department of the Treasury
and certain federal agencies, collectively
13
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
14
(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
15
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.
2.13. Segregated Account. The Custodian shall upon receipt of
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Proper Instructions establish and maintain a segregated
account or accounts for and on behalf of the Fund, into
which account or accounts may be transferred cash and/or
securities, including securities maintained in an account by
the custodian pursuant to Section 2.12 hereof, (i) in
accordance with the provisions of any agreement among the
Fund, the Custodian and a broker-dealer registered under the
Exchange Act and a member of the NASD (or any futures
commission merchant registered under the Commodity Exchange
Act), relating to compliance with the rules of The Options
Clearing Corporation and of any registered national
securities exchange (or the Commodity Futures Trading
Commission or any
16
registered contract market), or of any similar organization or
organizations, regarding escrow or other arrangements in
connection with transactions by the Fund, (ii) for purposes of
segregating cash or government securities in connection with
options purchased, sold or written by the Fund or commodity
futures contracts or options thereon purchased or sold by the
Fund, (iii) for the purposes of compliance by the Fund with the
procedures required by Investment Company Act Release No. 10666,
or any subsequent release or releases of the Securities and
Exchange Commission relating to the maintenance of segregated
accounts by registered investment companies and (iv) for other
proper corporate purposes, but only, in the case of clause (iv),
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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, setting
forth the purpose or purposes of such segregated account and
declaring such purposes to be proper corporate purposes. These
agreements are initially set forth as Exhibits A, B and C,
hereto.
2.14 Ownership Certificates for Tax Purposes. The Custodian shall
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execute ownership and other certificates and affidavits for all
federal and state tax purposes in connection with receipt of
income or other payments with respect to securities of the Fund
held by it and in connection with transfers of securities.
17
2.15 Proxies. The Custodian shall, with respect to the
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securities held hereunder, cause to be promptly executed by
the registered holder of such securities, if the securities
are registered otherwise than in the name of the Fund or a
nominee of the Fund, all proxies, without indication of the
manner in which such proxies are to be voted, and shall
promptly deliver to the Fund such proxies, all proxy
soliciting materials and all notices relating to such
securities.
2.16 Communications Relating to Fund Portfolio Securities. The
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Custodian shall transmit promptly to the Fund all written
information (including, without limitation, pendency of
calls and maturities of securities and expirations of rights
in connection therewith, notice of exercise options
purchased or sold by the Fund, and of the maturity of
futures contracts purchased or sold by the Fund) received by
the Custodian from issuers of the securities being held for
the Fund. With respect to tender or exchange offers, the
Custodian shall transmit promptly to the Fund all written
information received by the Custodian from issuers of the
securities whose tender or exchange is sought and from the
party (or his agents) making the tender or exchange offer.
If the Fund desires to take action with respect to any
tender offer, exchange offer or any other similar
transaction, the Fund shall notify the Custodian at least
three business days prior to the date on which the Custodian
is to take such action.
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2.17 Proper Instructions. Proper Instructions as used throughout
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this Article 2 means a writing signed or initialed by one or
more person or persons as the Board of Directors shall have
from time to time authorized. Each such writing shall set
forth the specific transaction or type of transaction
involved, including a specific statement of the purpose for
which such action is requested. Oral instructions will be
considered Proper Instructions if the Custodian reasonably
believes them to have been given by a person authorized to
give such instructions with respect to the transaction
involved. The Fund shall cause all oral instructions to be
confirmed in writing. It is understood and agreed that the
Board of Directors has authorized Milwaukee Asset
Management, Inc., as investment advisor of the Fund pursuant
to an Investment Advisory Agreement dated January 12, 1987,
between it and the Fund, to deliver Proper Instructions with
respect to all matters for which Proper Instructions are
required by this Article 2. The Custodian may rely upon the
certificate of an officer of Milwaukee Asset Management,
Inc. with respect to the person or persons authorized on its
behalf to sign, initial or give Proper Instructions for the
purposes of this Article 2.
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
19
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.
2.18 Actions Permitted without Express Authority. The Custodian
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may in its discretion, without express authority from the
Fund:
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.
2.19 Evidence of Authority. The Custodian shall be protected in
---------------------
acting upon any instructions, notice, request, consent,
certificate or other instrument or paper believed by it to
be genuine and to have been properly executed by or on
behalf of the Fund. The Custodian may receive and accept a
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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.
3. Duties of Custodian with Respect to the Books of Account and Calculation
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of Net Asset Value and Net Income.
---------------------------------
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.
4. Records
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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
21
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.
5. Opinion of Fund's Independent Accountant
----------------------------------------
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.
6. Reports to Fund by Independent Public Accountants
-------------------------------------------------
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.
7. Compensation of Custodian
-------------------------
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.
8. Responsibility of Custodian
---------------------------
22
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
23
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.
9. Effective Period, Termination and Amendment
-------------------------------------------
This Contract shall become effective as of its execution, shall continue in
full force and effect until terminated as hereinafter provided, may be amended
at any time by mutual agreement of the parties hereto and may be terminated by
either party by an instrument in writing delivered or mailed, postage prepaid to
the other party, such termination to take effect not sooner than thirty (30)
days after the date of such delivery or mailing; provided, however, that the
--------
Custodian shall not act under Section 2.12 hereof in the absence of receipt of
an initial certificate of the Secretary or an Assistant Secretary that the Board
of Directors of the Fund have approved the initial use of a particular
Securities System and the receipt of an annual certificate of the Secretary or
an Assistant Secretary that the Board of Directors have reviewed the use by the
Fund of such Securities System, as required in each case by Rule 17f-4 under the
Investment Company Act of 1940, as amended; provided further, however, that the
-------- -------
Fund shall not amend or terminate this Contract in contravention of any
applicable federal or state regulations, or any provision of the Articles of
Incorporation, and further provided, that the Fund may at any time by
24
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.
10. Successor Custodian
-------------------
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
25
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.
11. Interpretive and Additional Provisions
--------------------------------------
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
26
Fund. No interpretive or additional provisions made as provided in the preceding
sentence shall be deemed to be an amendment of this Contract.
12. Additional Series
-----------------
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.
13. Wisconsin Law to Apply
----------------------
This Contract shall be construed and the provisions thereof interpreted
under and in accordance with laws of the State of Wisconsin.
14. Prior Contracts
---------------
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/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇ By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------ -------------------
Secretary Vice President
ATTEST FIRST WISCONSIN TRUST COMPANY
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇ By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------- -------------------
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.
-2-
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.
-3-
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: ▇▇▇▇▇ ▇. ▇▇▇▇▇, Vice President, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, 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
-4-
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.
-5-
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: ___________________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇, Vice President
Approve:
________________________________
By: ___________________________
Dated: ________________, ▇▇▇▇
-▇-
▇▇▇▇▇▇▇ ▇
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.
-2-
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
-3-
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.
-4-
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.
-5-
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.
-6-
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
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇.▇. ▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
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.
-2-
Accepted: Very truly yours,
First Wisconsin HEARTLAND GROUP, INC.
Trust Company
By: ____________________________ By: ______________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇, Vice President
Attest: _________________________
Acknowledged and approved:
_________________________________
By: ______________________________
______________________________
______________________________
______________________________
-3-