HEARTLAND GROUP INC (Form: 485APOS, Received: 02/28/2008 12:21:05)

Value Fund-Investor Class Shares -Growth of $10,000 Investment Over the Past 10 Years

HOW TO INVEST

PURCHASING SHARES OF THE FUNDS

Two Classes of Shares. Heartland offers two classes of shares: Investor Class Shares and Institutional Class Shares. Each Class has its own sales charge, expense structure and minimum investment amounts, allowing you to choose the Class that best meets your situation.

The following table shows which classes of shares are available for what types of investors, and also highlights some of the differences between the two classes.

Features of Class	Investor Class Shares	Institutional Class Shares
Eligible investors	Open to All Investors	Open only to Eligible Investors ⁽¹⁾
Front-end sales charge	None	None
Contingent deferred sales charge	None	None
12b-1 Fee	0.25% of average daily net assets	None
Minimum investment amount	⁽²⁾⁽³⁾	$500,000 ⁽²⁾⁽³⁾

(1)	Please refer to "Purchasing Institutional Class Shares" below for a description of investors that are eligible to purchase Institutional Class Shares.

(2)	Minimum investment amount varies according to Fund and type of account. Please refer to "Purchasing Investor Class Shares" and “Purchasing Institutional Class Shares” below for a description of minimum investment amounts.

(3)	Each Fund may waive or lower its investment minimums for any reason. Different minimums may apply to accounts opened through third parties.

Purchasing Investor Class Shares.

Eligible Investors . Investor Class Shares are offered to all types of investors.

Minimum Investments . If you purchase Investor Class Shares directly from a Fund, your initial investment must be for a minimum of $1,000 (or $5,000 for the Value Fund), except for accounts opened under prototype Individual Retirement Accounts ("IRAs"), Coverdell Education Savings Accounts ("ESAs"), and accounts opened with an automatic investment plan. Subsequent purchases made, other than through dividend reinvestment or an automatic investment plan, must be for a minimum of $100. Each Fund may waive or lower its investment minimums for any reason. Different minimums may apply to accounts opened through third parties. The table below shows the minimum amounts that apply to your purchases of Investor Class Shares of each Fund.

	Regular Account ⁽¹⁾		IRA Account		Coverdell ESA
Value Fund	$	5,000	$	500	$	500
Select Value	$	1,000	$	500	$	500
Value Plus	$	1,000	$	500	$	500

(1)	The minimum initial investment is waived when an account is established with an automatic investment plan.

Fees . Investor Class Shares of the Funds are sold without a sales charge. The Investor Class Shares of each Fund are subject to a 12b-1 fee calculated at the annual rate of up to 0.25% of the average daily net assets of the Investor Class Shares of that Fund.

Purchasing Institutional Class Shares.

Eligible Investors . Institutional Class Shares are offered to all types of investors provided that the investor meets the minimum investment threshold for Institutional Class Shares discussed below.

Minimum Investments . The minimum investment for the Institutional Class Shares is $500,000. This minimum may be waived for accounts held in qualified retirement or profit sharing plans opened through a third party service provider or recordkeeper. Investors generally may meet the minimum investment amount by aggregating multiple accounts with common ownership or discretionary control within a Fund.

Fees . Institutional Class Shares of the Funds are sold without a sales charge and are not subject to a 12b-1 fee.

Purchasing Shares Generally.

Eligibility to Buy Shares . Each Fund is available for purchase only by residents of the United States and certain U.S. territories. Please contact Heartland Advisors or the Distributor for a list of the U.S. territories. After opening an account, if you cease to reside in one of these areas, you will be ineligible to purchase additional shares, except those purchased through dividend and capital gain reinvestments.

Time of Purchase; Form of Payment . Your purchase of a Fund's shares will be made at the net asset value per share next determined after the Fund or its authorized agent receives your purchase request. Your order will not be accepted unless your application or other documentation is complete, your identity is confirmed and payment in the proper form and amount accompanies your application. Payment must be in U.S. dollars by check drawn on a bank in the United States, wire transfer or electronic transfer. The Funds will not accept cash, traveler's checks, starter checks, money orders, third party checks (except for properly endorsed IRA rollover checks), checks drawn on foreign banks or checks issued by credit card companies or Internet-based companies. Shares purchased by checks that are returned will be canceled and you will be liable for any losses or fees incurred by the Fund or its agents, including bank handling charges for returned checks. Once accepted by the Fund or its authorized agent, you may not cancel or revoke your purchase request, but you may redeem your shares at the next determined net asset value for the Fund. However, the Fund may withhold these redemption proceeds until the Fund is reasonably satisfied it has received your payment, which may take up to 15 days.

Purchases Through Third Parties . You may purchase shares through a third party broker-dealer or other financial intermediary, but Heartland reserves the right to refuse purchases through any intermediary arrangement that the officers of Heartland determine employs investment strategies that are not in the best interests of the Funds or their shareholders. Shares purchased through third parties may be subject to special fees, different investment minimums and other conditions that do not apply if you purchase your shares directly from the Fund. Third parties also may place limits on your ability to use the shareholder services or receive shareholder information described in this Prospectus. Heartland has allowed some third parties to authorize selected designees to accept purchase orders for the third party on a Fund's behalf. If you purchase shares through a third party which is also an authorized agent of the Funds, your order will be processed at the net asset value per share next determined after the third party (or its authorized designee) receives your order; other orders will be processed at the net asset value next determined after your order is received by the Funds.

If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Funds and its investment advisor may pay the intermediary for the sale of Fund shares and related services. These payments may influence the broker-dealer or other intermediary and your salesperson to recommend a Fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.

How to Purchase Shares.

By Mail

To open an account, please complete one of the following:

Equity Fund Account Application

IRA Account Application

Coverdell ESA Application

Additional IRA Forms and/or organizational documents may be required.

Please make your purchase check payable to Heartland Funds and mail the completed, signed application, along with your investment check, to the appropriate address below.

via US Postal Service

Heartland Funds

PO Box 182304

Columbus, OH 43218-2304

via Express Courier

Heartland Funds

c/o BISYS Fund Services

3435 Stelzer Road

Columbus, OH 43219

To add to an account, detach the Additional Investment Form from your account statement and submit with your check payable to Heartland Funds to the appropriate address listed above. You may also make additional investments through the Internet by logging into your account. Please note that bank instructions must be established on your account prior to the transaction.

By Wire

To open an account by wire, please complete one of the following:

Equity Fund Account Application

IRA Account Application

Coverdell ESA Application

Additional IRA Forms and/or organizational documents may be required.

Contact Heartland Shareholder Services at 1-800-432-7856 for further instructions. If Heartland Funds is not informed of the new account and wire purchase prior to market close on the business day it is delivered to Huntington National Bank, your purchase may be delayed or cancelled.

Please note that your financial institution may charge a fee to wire funds.

By Automatic Investment

Complete the automatic investment section of the Account Application or the Account Maintenance Form (for existing accounts) and attach a voided check. Return the form to the appropriate address. Automatic Investment plans may be established for a minimum of $50 per bank draft.

By Exchange

New accounts may be opened by exchange and will have identical registration and services as the account from which the funds were exchanged. Please note that an exchange may be subject to an early redemption fee and may cause tax consequences. Please consult with your tax advisor.

Exchanges may be placed in writing, by telephone or through the Internet by logging into your established Heartland Funds account.

REDEEMING SHARES OF THE FUNDS

Redeeming Shares Generally.

Time of Redemption; Form of Instructions and Payment . Your shares will be redeemed at the net asset value per share next determined after your instructions, in English, are received by the Funds or their authorized agent. A redemption order will not be accepted unless the order and related information are complete. The Funds will not accept an order with instructions for redemption on a particular date or at a particular price. The Funds use procedures reasonably designed to authenticate telephone instructions including, for example, requesting personal identification information from callers. The Funds are not liable for any losses due to unauthorized or fraudulent telephone instructions if these procedures are followed. Once accepted by the Funds or their authorized agent, you may not cancel or revoke your redemption order.

Available proceeds are generally mailed within two business days, or wired on the next business day, after the Fund or its authorized agent accepts your redemption request, although they could be delayed for up to seven days. If redemption instructions are received for shares that have not been paid for, your shares will be redeemed, but the Funds reserve the right to hold the proceeds until payment of the purchase price can be confirmed, which may take up to 15 days. This type of delay can be avoided by purchasing shares by federal funds wire. The Funds do not guarantee the time of receipt of your proceeds and are not responsible for delays in mail or wire services. In limited circumstances as permitted by the Securities and Exchange Commission (such as when the NYSE is closed or trading is restricted, or when an emergency exists), the Funds may elect to suspend the redemption of shares.

Generally, proceeds will be paid in cash, but the Funds reserve the right to pay redemptions in the amount of $250,000 or more "in kind," which means you would be paid in portfolio securities. If this occurred, you might incur transaction costs when you sell the portfolio securities.

If you choose to have your redemption proceeds mailed to you and either the United States Postal Service is unable to deliver the redemption check to you or the check remains outstanding for at least six months, the Funds reserve the right to reinvest the check in shares of the particular Fund at its then current net asset value until you give the Funds different instructions. No interest will accrue on amounts represented by uncashed redemption checks.

Redemptions by Shareholders Who Are Not Individuals . For corporate, trust, partnership, and other institutional accounts, the persons signing the redemption request should also indicate their office or other fiduciary capacity. A certified corporate resolution evidencing the signing officer's authority to sign on behalf of a corporate shareholder is also required. Executors, administrators, guardians, trusts, and other institutional shareholders should call Heartland prior to mailing their instructions to determine if other documentation may be required.

Redemptions Through Third Parties . You may redeem shares through a third party broker-dealer or other financial institution provided the third party presents documentation satisfactory to the Funds indicating it is your authorized agent. Third parties may charge fees for their services and impose terms or conditions that do not apply if you do business directly with the Funds. Heartland has allowed some third parties to authorize selected designees to accept redemption orders for the third party on the Fund's behalf. If you redeem shares through a third party which is also an authorized agent of the Funds, your order will be processed at the net asset value per share next determined after the third party (or its authorized designee) receives your order; other orders will be processed at the net asset value per share next determined after receipt of the order by the Funds.

Involuntary Redemption . If you do not participate in an Automatic Investment Plan or do not qualify for an exemption from the minimum initial investment for a particular Fund and/or Share Class, and your account value with respect to a Fund's shares falls below $500 for Investor Class Shares or $400,000 for Institutional Class Shares, for three consecutive months or more, we may redeem all of your shares in that account, at the Fund's net asset value per share next determined after we redeem your shares, upon 60 days' advance notice to you. You may avoid an involuntary redemption by making additional investments to bring your account value up to at least $500 for Investor Class Shares or $400,000 for Institutional Class Shares.

Early Redemption Fee . Shares of any Heartland Fund that are redeemed or exchanged within 10 days after purchase will be assessed a 2% fee on the net asset value of the shares next determined after your request for redemption is received. The fee will apply to shares being redeemed or exchanged in the order in which they are purchased, treating shares that have been held the longest in an account as being redeemed first. The fee is paid to the applicable Fund and is deducted from the redemption proceeds. The purpose of this early redemption fee is to discourage market timing and other short-term trading in the Funds. Short-term trading may be disruptive to the Funds' normal investment operations and harmful to the interests of long-term shareholders. Heartland reserves the right to modify the terms of or terminate this fee at any time upon notice to shareholders.

The early redemption fee will be waived under the following circumstances:

For shares held in an account of certain retirement or profit sharing plans;

For shares held in tax favored savings plans;

For shares purchased by automatic reinvestment of income or capital gains distributions from any Heartland Fund or the BNY Hamilton Treasury Money Fund;

For shares purchased through an automatic investment plan; and

For shares redeemed through a systematic withdrawal plan.

In addition, the early redemption fee may be waived if the Funds do not have the capability to charge the fee. For example, this may occur if the Funds cannot reasonably identify a shareholder who trades through an omnibus account held by a third party or financial intermediary, or reasonably detect short-term trading through such an account.

How to Redeem Shares.

By Mail

Provide a letter of instruction that includes:

The names and signatures of all account owners

Your Heartland account number

Your telephone number

The dollar amount or number of shares that you would like to redeem (sell)

Any special payment instructions

Any special documents requested by Heartland to assure proper authorization for the redemption

IRA redemptions must include a statement of withholding. If no statement is made, Heartland Funds will withhold 10%.

We will mail the proceeds to the address on the account unless otherwise requested in your written instructions. Instructions for redemptions over $50,000, including those through IRA transfers, and those that request delivery to a bank account or address other than the address of record on the account may require a medallion signature guarantee.

Please mail your redemption instructions to Heartland Funds at the appropriate address below.

via US Postal Service

Heartland Funds

PO Box 182304

Columbus, OH 43218-2304

via Express Courier

Heartland Funds

c/o Citi Fund Services

3435 Stelzer Road

Columbus, OH 43219

By Telephone

Call a Heartland Funds representative toll-free at 1-800-432-7856 to request your redemption. Redemption requests for an IRA or Coverdell ESA must be made in writing. Telephone redemptions are subject to a $1,000 minimum. You will be asked to provide personal identification information. A check will be mailed to the address of record for the account unless other arrangements have been pre-authorized. Express mail delivery is available upon request for an additional charge (currently $12.00).

Wire and Electronic Funds transfer services are available however, must be preauthorized in writing. Contact a representative for information on adding this option to your account. Wire transfers are subject to a fee (currently $6.50).

By Systematic Withdrawal

Call a Heartland Funds representative toll-free at 1-800-432-7856 to request an Account Maintenance Form to add a systematic withdrawal plan to your account. Systematic withdrawal plans are subject to a $100 minimum per draft.

HOW MAY WE HELP YOU?

1-800-432-7856 · www.heartlandfunds.com

If you wish to make a telephone transaction under one of the purchase or redemption options described, please call Shareholder Services at 1-800-432-7856 or 414-289-7000 . If you have a question about investing or need forms for electing an option, call Shareholder Services at either number or visit our website at www.heartlandfunds.com.

Please note that you may terminate or change any option you elect at any time upon five days' advance notice to the Fund's transfer agent.

ACCOUNT POLICIES

HOW TO RECEIVE ACCOUNT INFORMATION

By Telephone

Call 1-800-432-7856

Heartland Funds representatives are available to answer your questions from 8:00 a.m. to 7:00 p.m. central time, Monday through Friday.

Account balance information is also available over the automated telephone line 24 hours a day, 7 days per week by accessing option 2 on your touch-tone telephone. You will be asked to establish a personal identification number for account access.

Over the Internet

Visit our website at www.heartlandfunds.com and click on the “Your Account Information” link. Follow the registration/login instructions to access your account. You may view account balances, registration and history.

By Mail

Account statements are mailed on a quarterly basis at the end of the calendar quarter. If you would like to receive a printed statement at any time, please contact a representative at 1-800-432-7856.

EXCHANGING SHARES

Unless you instruct the Funds that you do not want this service, you are automatically permitted to purchase shares of a Fund with the redemption proceeds for your account in any other Heartland Fund or the BNY Hamilton Treasury Money Fund (the "Money Fund"). This type of transaction is referred to as an "exchange" and may be effected by writing or calling the Funds' transfer agent. Subject to compliance with applicable minimum initial and subsequent investment requirements, you may exchange your shares of any Fund for shares of the same Class of any other Fund. You should bear in mind that an exchange of shares is considered a redemption of the shares of the mutual fund from which you are exchanging, and a purchase of shares of the mutual fund into which you are exchanging. Accordingly, you must comply with all of the conditions on redemptions for the shares being exchanged, and with all of the conditions on purchases for the shares you receive in the exchange. Moreover, for tax purposes you will be considered to have sold the shares exchanged, and you may realize a gain or loss for federal income tax purposes on that sale. Before engaging in any exchange, you should obtain from Heartland and read the current prospectus for the mutual fund into which you intend to purchase. Written exchanges may be for any amount, but telephone exchanges may be for not less than $1,000. In addition, telephone exchanges may only occur between identically registered accounts.

Investments in the Money Fund or another Heartland Fund are subject to the terms and conditions of that Fund's Prospectus. You may obtain a current Prospectus by calling 1-800-432-7856 or visiting www.heartlandfunds.com. The Money Fund pays Citi Fund Services Ohio, Inc. “the Transfer Agent”) an annual fee of 0.30% of the Money Fund's average daily net assets representing shares with respect to which the Transfer Agent provides account servicing, record keeping and distribution services.

Exchanges are subject to the early redemption fee discussed above and the excessive account activity restrictions discussed below.

OTHER POLICIES

Customer Identification Program. Heartland has adopted a customer identification program as required by the USA PATRIOT Act. The USA PATRIOT Act is designed to help the government fight the funding of terrorism and money laundering activities. It specifically requires all financial institutions, including mutual funds, to obtain, verify and record information that identifies each person who opens an account.

Under Heartland's customer identification program, when you open an account we will ask for your name, street address (or APO/FPO), date of birth, social security number and other information that will allow us to confirm your identity. Corporate accounts will require other similar information. We may also ask to see other identifying documents. You will receive the net asset value next calculated after Heartland confirms your identity.

Heartland reserves the right not to open an account or process any purchases, exchanges or redemptions unless and until we can confirm your identity. We also may close an account if there are any discrepancies in the identifying information you have provided. If your account is closed for this reason, your shares will be redeemed at the net asset value next calculated after the account is closed.

Excessive Account Activity. An excessive number of purchases and redemptions by a shareholder (short-term trading) may be disadvantageous to a Fund and its shareholders. Frequent purchases and redemptions of shares of a Fund may present certain risks to Fund shareholders such as dilution in the value of Fund shares held by long-term investors, interference with the efficient management of the Fund's portfolio, increased brokerage, transaction and administrative costs, and adverse tax consequences. Heartland and its Board of Directors has adopted policies and procedures with respect to frequent purchases and redemptions of shares of the Funds by shareholders, which are intended to discourage such activity, including the imposition of a 2% fee on redemptions or exchanges of Fund shares made within 10 days of purchase. See "Redeeming Shares of the Funds - Early Redemption Fee." Heartland also seeks to identify and detect frequent trading activity that may be disruptive to the Funds, although if such activity is made through omnibus accounts detection may be difficult. Heartland reserves the right to restrict or prohibit any purchase or exchange, and to terminate investment or exchange privileges, if the officers of Heartland determine in their sole discretion that any trading activity by the shareholder is not in the best interest of the Fund or its other shareholders.

Confirming your Transactions . Heartland will send you a written confirmation of every purchase and redemption order in the Funds, excluding automatic transactions. You should always verify your order against your confirmation when you receive it. Please contact Heartland or the third party with whom you placed your order promptly if you notice any discrepancy. Account statements and transaction activity records are available to registered users through the Heartland Funds website at www. heartlandfunds.com.

Copies of historical account statements are available upon request.

IRAs and Coverdell Education Savings Accounts . The Funds are available for investment under a self-directed IRA plan for individual investors as well as Simplified Employee Pension ("SEP") IRAs for self-employed persons and employers and Coverdell Education Savings Accounts (”ESAs”). Each Fund is available for investment under these programs at a reduced initial investment minimum of $500 (for Investor Class Shares only). Booklets describing these programs and the forms necessary for establishing accounts under them are available on request from Heartland.

The IRA and Coverdell Education Savings Account custodian charges an annual maintenance fee (currently $15.00) per IRA or ESA holder.

Backup Withholding. Under IRS rules, you must furnish to the Funds your properly certified social security or other tax identification number to avoid Federal income tax backup withholding on dividends, distributions and redemption proceeds. If you do not do so, or the IRS informs the Funds that your tax identification number is incorrect, the Funds may be required to withhold a percentage of your taxable distributions and redemptions proceeds. Amounts withheld by the Funds are submitted to the IRS and are not usually recoverable by the Funds.

Medallion Signature Guarantees . To protect your account, the Funds reserve the right to require a medallion signature guarantee for written redemption instructions. Normally, a medallion signature guarantee will be required if the redemption proceeds will exceed $50,000. A signature guarantee will also be required if the proceeds are being paid to a third party, mailed to an address other than the address listed on the Fund's records or to an address that was changed within the last 15 days, or forwarded to a bank not identified on the Fund's records as authorized to receive the proceeds. Acceptable guarantors include, among others, banks and brokerage firms that are members of a domestic stock exchange. Notaries public cannot guarantee signatures.

Medallion guarantees are issued by guarantors that participate in one of several signature guarantee programs that are designed to promote safe and accurate securities transactions. A medallion guarantee provides additional protective measures through the use of special technology like bar codes, magnetic security ink and scanners.

Reserved Rights . In addition to other reserved rights, the Funds may:

Refuse, change, discontinue or temporarily suspend account services, including purchase, exchange or redemption privileges, for any reason;

Reject any purchase request for any reason;

Freeze any account and/or involuntarily redeem an account if we think that the account is being used for fraudulent or illegal purposes. We may take this action when, at our sole discretion, we deem it to be in the Fund's best interest or when the Fund is requested or compelled to do so by governmental authority or by applicable law;

Waive or lower any minimum dollar investment amount; and/or

Suspend redemptions or postpone payments when the NYSE is closed, trading on the NYSE is restricted, or when an emergency exists that prevents the Funds from disposing of its portfolio securities or pricing its shares.

SHARE PRICE

Shares of a Fund are purchased and redeemed at the net asset value per share next determined following receipt of your order by the Fund or its authorized agent. Net asset value is the difference between the values of the Fund's assets and liabilities divided by the number of shares outstanding. It is determined as of the close of regular trading on the New York Stock Exchange (generally 4:00 p.m., Eastern Time but may be earlier in the case of a holiday or when an emergency exists) on each day the NYSE is open (the "Close of Trading"). Orders received after the Close of Trading are priced at the net asset value per share determined on the next business day of the Fund. Third parties acting as authorized agents of the Funds are required to segregate orders received after the Close of Trading and transmit those orders separately for execution at the net asset value per share next subsequently determined.

For purposes of determining net asset value for a particular Fund, the Fund's portfolio securities are valued on the basis of market quotations or at fair value in accordance with pricing policies and procedures adopted by Heartland's Board of Directors. The Funds use a "fair value" methodology to value securities for which market quotations are not readily available or deemed unreliable. Market quotations are readily available in most instances for the common stocks and other equity securities in which the Funds invest. However, some of the stocks and equity securities held by the Funds may be illiquid or thinly traded due to their small market capitalizations, the size of the Fund's position or otherwise, and are valued at their fair values. An equity security may also be priced at its fair value when the exchange on which the security is principally traded closes early or when trading in the security was halted during the day and did not resume prior to the Fund's net asset value calculation. The Pricing Committee for Heartland may also make a fair value determination if it reasonably determines that a significant event, which materially affects the value of a security, occurs after the time at which the market price for the security is determined but prior to the time at which a Fund's net asset value is calculated. Debt securities are generally stated at fair value as furnished by an independent pricing service based primarily on information concerning market transactions and dealer quotations for similar securities, or by dealers who make markets in such securities. Debt securities purchased with remaining maturities of 60 days or less may be valued at acquisition cost, plus or minus any amortized discount or premium.

Fair valuation of a particular security is an inherently subjective process, with no single standard to utilize when determining a security's fair value. As such, different mutual funds could reasonably arrive at a different fair value price for the same security. In each case where a security is fair valued, consideration is given to the facts and circumstances relevant to the particular situation. This consideration includes reviewing various factors set forth in the pricing procedures adopted by the Funds' Board of Directors and other factors as warranted. In making a fair value determination, factors that may be considered, among others, include: the type and structure of the security; unusual events or circumstances relating to the security's issuer; general market conditions; prior day's valuation; fundamental analytical data; size of the holding; cost of the security on the date of purchase; nature and duration of any restriction on disposition; trading activities and prices of similar securities or financial instruments.

SHAREHOLDER INFORMATION AND REPORTING

HEARTLANDFUNDS.COM

Heartland’s website, located at www.heartlandfunds.com, provides investors with a variety of information about the Funds, including daily share prices, market updates and shareholder reports. Shareholders can access their accounts directly to review current balances, recent transactions and other account information.

INVESTMENT REPORTS AND PROSPECTUSES

The Funds' portfolio managers review their strategies and results in Value Reports, which also contain schedules of investments and Fund financial statements. Heartland Advisors periodically publishes and mails to shareholders other investment and performance information. Shareholders also receive annual prospectus updates.

Whenever practicable, and to the extent permitted by applicable law, a single report, prospectus or other communication will be mailed to shareholders who share a single address. This practice is referred to as "householding." To receive additional copies or discontinue our practice of householding your materials, you may call Shareholder Services at 1-800-432-7856, or write to Citi Fund Services Ohio, Inc. at 3435 Stelzer Road, Columbus, Ohio 43219. If you choose to discontinue the practice of householding your materials, the Funds will begin to send separate copies to you within 60 days after we receive your notice of discontinuation.

DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS

A dividend from net investment income represents the income a Fund earns from dividends and interest paid on its investments, after payment of Fund expenses. A capital gain or loss is the increase or decrease in the value of a security that a Fund holds compared to its original purchase price. The gain or loss is "unrealized" until the security is sold. Each realized capital gain or loss is either short-term or long-term depending on whether the Fund held the security for one year or less, or more than one year. This is the case regardless of how long you hold your Fund shares.

Substantially all of the net investment income of the Select Value and Value Funds will generally be paid to shareholders annually as a dividend. The Value Plus Fund will generally pay dividends from net investment income quarterly. If a Fund has net capital gains for a year, the Fund normally will distribute substantially all of its net capital gains at the end of the year. Both types of distributions are automatically invested in additional shares for your account unless you elect on your Account Application to have them invested in another Heartland Fund or to have them paid to you in cash. Fund dividends and capital gain distributions that are reinvested will be confirmed on your account statement for the quarter in which the reinvestment is made.

If you choose to have dividends or capital gain distributions, or both, mailed to you and either the United States Postal Service is unable to deliver the distribution check to you or the check remains outstanding for at least six months, the Funds reserve the right to reinvest the check and future distributions in shares of the particular Fund at their then-current net asset value until you give the Funds different instructions. No interest will accrue on amounts represented by uncashed distribution checks.

"Buying a Dividend." Please note that if you purchase shares of a Fund just before the record date of a distribution, you will receive a portion of your purchase price back as a taxable distribution. The Fund's net asset value per share on the record date will be reduced by the amount of the distribution. This is sometimes referred to as "buying a dividend." To obtain additional information about distributions, you may visit our website (www.heartlandfunds.com), call Shareholder Services at 1-800-432-7856, or write to Heartland at 789 North Water Street, Suite 500, Milwaukee, WI 53202.

TAXES

The character of distributions that a Fund makes (i.e., income, short term capital gains or long term capital gains - see discussion under "Dividends and Capital Gain Distributions" above) affects the tax treatment of those distributions to you. In particular, all income distributions (other than qualified dividends) and short term capital gains will be taxable to shareholders as ordinary income for federal income tax purposes. Long term capital gains will be taxable as long term capital gains to shareholders. Dividends from domestic corporations held by the Funds may be considered "qualified dividends," as provided under the Jobs and Growth Tax Relief Reconciliation Act of 2003. If certain holding period requirements are met, these dividends may be taxed at reduced rates. If a Fund declares a distribution in December, but does not pay it until January of the following year, you still will be taxed as if the distribution were paid in December. The Transfer Agent for the Fund will process your distribution and send you a statement for tax purposes each year showing the source of distributions for the preceding year. These tax rules apply whether dividends and distributions are paid by the Funds to you in cash or reinvested in additional shares of the Funds.

If you redeem or exchange your shares, the transaction is a taxable event. Generally, you will recognize a capital gain or loss for federal income tax purposes of an amount equal to the difference between the cost of your shares and the price you receive when you sell them. Special tax rules apply to non-individual shareholders and shareholders owning Fund shares in IRAs and tax-sheltered retirement plans. State and local tax rules differ from the federal tax rules described in this Prospectus. Because this tax information is only a general overview, you should consult with your own tax advisor about the tax consequences of your investment in the Funds.

PRIVACY POLICY

At Heartland, we respect your right to privacy. We understand that the privacy and security of your nonpublic personal information is important to you and we maintain safeguards designed to protect your data from unauthorized access. We do not sell this information to anyone and only share such information with others as permitted by law for the purpose of serving your investment needs.

We collect only information that is either required or necessary to provide personalized financial services to you. Any information you choose to provide is kept confidential and allows us to:

Service your account;

Deliver products and services that may be of interest to you;

Prevent unauthorized access to your account;

Improve customer service; and

Comply with legal and regulatory requirements.

Depending on the nature of your relationship with us, we collect nonpublic personal information such as name, address, Social Security number, telephone number and income from the following sources:

Information we receive from you on applications or other forms, on our website, or through other means;

Information we receive from you through transactions, correspondence and other communications with us; and

Information we otherwise obtain from you in connection with providing you a financial product or service.

We do not share the information we collect about our customers or former customers with any third parties, except as required or permitted by law. This means we may disclose the information we collect to our affiliates and companies who help us maintain and service your account. For example, we may share information with a transfer agent or clearing broker to process your securities transactions and update your account or to an external service provider so that your account statements can be printed and mailed. These companies are only permitted to use this information for the services for which we hired them, and are not permitted to use or share this information for any other purpose. We may also disclose nonpublic personal information to government agencies and regulatory organizations when permitted or required by law.

For your protection, we restrict access to your nonpublic personal information to those individuals who need to know that information to provide products and services to you. We maintain physical, electronic and procedural safeguards that are designed to comply with federal standards to maintain the confidentiality of your nonpublic personal information.

The accuracy of your personal information is important to us. You can correct, update or confirm your personal information anytime by calling Heartland at 1-800-432-7856.

FINANCIAL HIGHLIGHTS

The following financial highlights tables are intended to help you understand each Fund's financial performance for the past 5 fiscal years. Certain information reflects financial results for a single Fund share. The total returns in the tables represent the rate that an investor would have earned or lost on an investment in the Funds Investor Class Shares over the period presented (assuming reinvestment of all dividends and distributions). No information is presented for the Fund's Institutional Class Shares because Institutional Class Shares were not available until May 1, 2008. Past performance (before and after taxes) does not guarantee future results. The performance data quoted represents past performance and current returns may be lower or higher.

The information through December 31, 2007 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, whose report, along with the Funds' financial statements, are included in the Annual Report to Shareholders, which is available upon request.

FINANCIAL HIGHLIGHTS

	Select Value Fund
	For the year ended December 31,
	2007			2006			2005			2004			2003
PER SHARE DATA
Net asset value, beginning of period	$	27.93		$	25.56		$	23.37		$	20.16		$	14.87
Income (loss) from investment operations:
Net investment income (loss)		0.17			0.15			0.06			0.01			0.01
Net realized and unrealized gains (losses) on investments, futures, options, and the translation of assets and liabilities in foreign currency		0.97			4.12			3.10			3.42			5.29
Total income from investment operations		1.14			4.27			3.16			3.43			5.30
Less distributions from:
Net investment income		(0.17	)		(0.14	)		(0.06	)		(0.01	)		(0.01	)
Net realized gains on investments		(2.42	)		(1.76	)		(0.91	)		(0.21	)		—
Total distributions		(2.59	)		(1.90	)		(0.97	)		(0.22	)		(0.01	)
Net asset value, end of period	$	26.48		$	27.93		$	25.56		$	23.37		$	20.16
TOTAL RETURN		4.02	%		16.69	%		13.49	%		17.02	%		35.66	%
RATIOS AND SUPPLEMENTAL DATA
Net assets, end of period (in thousands)	$	330,841		$	290,038		$	154,765		$	109,528		$	75,678
Percentage of expenses to average net assets		1.24	%		1.25	%		1.27	%		1.33	%		1.47	%
Percentage of net investment income (loss) to average net assets		0.59	%		0.59	%		0.27	%		0.07	%		0.06	%
Portfolio turnover rate		63	%		51	%		42	%		72	%		47	%

FINANCIAL HIGHLIGHTS

	Value Plus Fund
	For the year ended December 31,
		2007			2006			2005			2004			2003
PER SHARE DATA
Net asset value, beginning of period	$	26.78		$	25.85		$	26.85		$	23.57		$	15.39
Income (loss) from investment operations:
Net investment income (loss)		0.46			0.16			0.15			0.09			0.06
Net realized and unrealized gains (losses) on investments, futures, options, and the translation of assets and liabilities in foreign currency		0.94			3.38			0.22			3.91			8.17
Total income from investment operations		1.40			3.54			0.37			4.00			8.23
Less distributions from:
Net investment income		(0.42	)		(0.20	)		(0.12	)		(0.07	)		(0.05	)
Net realized gains on investments		(4.89	)		(2.41	)		(1.25	)		(0.65	)		—
Total distributions		(5.31	)		(2.61	)		(1.37	)		(0.72	)		(0.05	)
Net asset value, end of period	$	22.87		$	26.78		$	25.85		$	26.85		$	23.57
TOTAL RETURN		4.73	%		13.63	%		1.34	%		16.98	%		53.56	%
RATIOS AND SUPPLEMENTAL DATA
Net assets, end of period (in thousands)	$	237,778		$	240,308		$	274,786		$	416,516		$	218,982
Percentage of expenses to average net assets		1.21	%		1.26	%		1.25	%		1.23	%		1.34	%
Percentage of net investment income (loss) to average net assets		1.63	%		0.59	%		0.49	%		0.34	%		0.32	%
Portfolio turnover rate		107% ⁽¹	⁾		45	%		36	%		57	%		68	%

(1)	The increase in the portfolio turnover rate for the year ended December 31, 2007 resulted from restructuring of the Fund’s portfolio holdings due to market conditions.

FINANCIAL HIGHLIGHTS

	Value Fund
	For the year ended December 31,
	2007			2006			2005			2004			2003
PER SHARE DATA
Net asset value, beginning of period	$	51.21		$	44.80		$	49.81		$	51.14		$	31.46
Income (loss) from investment operations:
Net investment income (loss)		(0.03	)		(0.03	)		(0.25	)		(0.25	)		(0.20	)
Net realized and unrealized gains (losses) on investments, futures, options, and the translation of assets and liabilities in foreign currency		(2.81	)		12.60			1.27			4.59			22.24
Total income (loss) from investment operations		(2.84	)		12.57			1.02			4.34			22.04
Less distributions from:
Net investment income		(0.14	)		(0.30	)		—			—			—
Net realized gains on investments		(6.73	)		(5.86	)		(6.03	)		(5.67	)		(2.36	)
Total distributions		(6.87	)		(6.16	)		(6.03	)		(5.67	)		(2.36	)
Net asset value, end of period	$	41.50		$	51.21		$	44.80		$	49.81		$	51.14
TOTAL RETURN		(5.53	)%		28.02	%		1.99	%		9.11	%		70.16	%
RATIOS AND SUPPLEMENTAL DATA
Net assets, end of period (in thousands)	$	1,708,239		$	2,016,244		$	1,537,575		$	1,876,300		$	2,185,264
Percentage of expenses to average net assets		1.14	%		1.12	%		1.19	%		1.20	%		1.28	%
Percentage of expenses to average net assets (excluding dividend expense)		1.14	%		1.12	%		1.17	%		1.20	%		1.28	%
Percentage of net investment income(loss) to average net assets		(0.13	)%		(0.20	)%		(0.51	)%		(0.46	)%		(0.63	)%
Portfolio turnover rate		56	%		49	%		36	%		32	%		48	%

HEARTLAND FUNDS

General Information and Account/Price Information (24 hours):

1-800-432-7856 or 414-289-7000

www.heartlandfunds.com

HEARTLAND FUNDS

789 North Water Street

Suite 500

Milwaukee, Wisconsin 53202

INVESTMENT ADVISOR

Heartland Advisors, Inc.

789 North Water Street

Suite 500

Milwaukee, Wisconsin 53202

DISTRIBUTOR

ALPS Distributors, Inc.

1290 Broadway, Suite 1100

Denver, Colorado 80203

CUSTODIAN

Brown Brothers Harriman & Co.

40 Water Street

Boston, Massachusetts 02109

TRANSFER AND DIVIDEND DISBURSING AGENT

Citi Fund Services Ohio, Inc.

3435 Stelzer Road

Columbus, Ohio 43219

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

PricewaterhouseCoopers LLP

100 East Wisconsin Avenue

Milwaukee, Wisconsin 53202

COUNSEL

Quarles & Brady LLP

411 East Wisconsin Avenue

Milwaukee, Wisconsin 53202

If you have any questions about the Heartland Funds or would like more information, including a free copy of the Funds' Statement of Additional Information ("SAI"), or their Annual or Semi-Annual Reports, you may call or write ALPS Distributors, Inc. at:

ALPS Distributors, Inc.

789 North Water Street

Suite 500

Milwaukee, Wisconsin 53202

1-800-432-7856 or 414-289-7000

You may also obtain the SAI, the Annual and Semi-Annual Reports, Form N-Q and other relevant information at Heartland Funds' website (www.heartlandfunds.com).

The SAI, which contains more information on the Funds, has been filed with the Securities and Exchange Commission ("SEC"), and is legally a part of this Prospectus. Additional information about the Funds' investments is available in the Funds' Annual and Semi-Annual Reports, which are also filed with the SEC. A complete list of the Funds’ portfolio securities is contained in the most recent Annual Report, Semi-Annual Report or Form N-Q. In the Annual and Semi-Annual Reports, you will also find a discussion of market conditions and investment strategies that significantly affected each Fund's performance during the prior fiscal year and six month fiscal period, respectively.

To view these documents, along with other related documents, you can visit the SEC's Internet website (http://www.sec.gov) or the SEC's Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room can be obtained by calling 1-202-942-8090. Additionally, copies of this information can be obtained, after paying a duplicating fee, by sending an e-mail request to publicinfo@sec.gov or by writing the Public Reference Section of the SEC, Washington, D.C. 20549-0102.

Investment Company Act File No. 811-4982

1.	Catalyst for Recognition	At Heartland, value investing is our passion and sole focus. We are relentless bargain
2.	Low Price in Relation to Earning	hunters analyzing overlooked and unpopular stocks which we believe sell at significant
3.	Low Price in Relation to Cash Flow	discounts to their true worth, or intrinsic value. In essence we view this discount as a
4.	Low Price in Relation to Book Value	means to afford potential appreciation while limiting downside risk.
5.	Financial Soundness	We often find that a company’s stock is undervalued because it is:
6.	Positive Earnings Dynamics
7.	Sound Business Strategy	· Temporarily out of favor or oversold because of recent negative news events
8.	Capable Management and Insider ownership	· Underfollowed by Wall Street analysts
9.	Value of the Company	· Misunderstood by investors
10.	Positive Technical Analysis	· An emerging opportunity as yet undiscovered

		Since 1984, our disciplined, value investment philosophy and process of purchasing stocks which we believe are in the “bargain basement” has served fund shareholders well. We believe this is the most intelligent way to build an investors’ net worth.

	1 Year			5 Years			10 Years			Life of Fund (since 10/11/96)
INVESTOR CLASS SHARES:
Return Before Taxes		4.02	%		16.94	%		11.51	%		12.72	%
Return After Taxes on Distributions		2.63	%		16.24	%		10.71	%		11.83	%
Return After Taxes on Distributions and Sale of Fund Shares		4.47	%		14.94	%		9.95	%		11.03	%
Russell 3000 Value Index ⁽¹⁾ (reflects no deduction for fees, expenses or taxes)		-1.01	%		14.69	%		7.73	%		10.65	%
S&P 500 Index ⁽²⁾ (reflects no deduction for fees, expenses or taxes)		5.49	%		12.83	%		5.91	%		8.74	%

	Investor Class Shares			Institutional Class Shares
Management fees		0.75	%		0.75	%
Distribution (12b-1) fees		0.25	%		None
Other expenses		0.24	%		0.24 % ⁽²	⁾
Total annual Fund operating expenses		1.24	%		0.99% ⁽³	⁾

	1 Year		3 Years		5 Years		10 Years
Investor Class Shares	$	126	$	393	$	681	$	1,500
Institutional Class Shares	$	101	$	315	$	547	$	1,213

	1 Year			5 Years			10 Years			Life of Fund (Since 10/26/93)
INVESTOR CLASS SHARES:
Return Before Taxes		4.73	%		16.72	%		8.79	%		12.10	%
Return After Taxes on Distributions		1.53	%		15.40	%		7.68	%		10.41	%
Return After Taxes on Distributions and Sale of Fund Shares		6.98	%		14.66	%		7.37	%		9.99	%
Russell 2000 Value Index ⁽¹⁾ (reflects no deduction for fees, expenses or taxes)		-9.78	%		15.80	%		9.06	%		11.70	%
Russell 2000 Index ⁽²⁾ (reflects no deduction for fees, expenses or taxes)		-1.57	%		16.25	%		7.08	%		9.53	%

	Page
RISK/RETURN SUMMARY: INVESTMENTS, RISKS AND PERFORMANCE		3

THE HEARTLAND INVESTMENT PHILOSOPHY		3
SELECT VALUE FUND		4
VALUE PLUS FUND		8
VALUE FUND		13

MANAGEMENT OF THE FUNDS		18

HEARTLAND GROUP		18
HEARTLAND ADVISORS		18
PORTFOLIO MANAGERS		18

PRINCIPAL INVESTMENT STRATEGIES AND INVESTMENT RISKS		23

VALUE INVESTING THE HEARTLAND WAY		24
SMALLER COMPANY SECURITIES		25
TEMPORARY POSITIONS		26
OTHER INVESTMENT STRATEGIES AND INVESTMENT RISKS		26
PORTFOLIO TURNOVER		29
PORTFOLIO HOLDINGS		29
CHANGES TO INVESTMENT GOALS		29

HISTORIC PERFORMANCE		30

HOW TO INVEST		29

PURCHASING SHARES OF THE FUNDS		30
REDEEMING SHARES OF THE FUNDS		35
HOW MAY WE HELP YOU?		36

ACCOUNT POLICIES		40

HOW TO RECEIVE ACCOUNT INFORMATION		40
EXCHANGING SHARES		41
OTHER POLICIES		41
SHARE PRICE		43

SHAREHOLDER INFORMATION AND REPORTING		44

HEARTLANDFUNDS.COM		44
INVESTMENT REPORTS AND PROSPECTUSES		45
DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS		45
TAXES		46
PRIVACY POLICY		46
FINANCIAL HIGHLIGHTS		48

HEARTLAND’S 10 PRINCIPLES OF VALUE INVESTING™

We define “value” according to ourproprietary 10 Principles of Value Investing.™ For all three funds, we use the time-tested process to routinely evaluate the stocks we consider for purchase or sale against these distinct criteria:	The essence of value investing is grounded in the time-tested approach outlined by Professors Benjamin Graham and David Dodd, co-authors of “Security Analysis,” the classic best seller on investment analysis. Since they pioneered this methodology in 1934, the Graham and Dodd philosophy has attracted a successful circle of disciples, including Heartland Advisors.

	Investor Class Shares			Institutional Class Shares
Maximum sales charge (load) imposed on purchases		None			None
Maximum deferred sales charge (load)		None			None
Maximum sales charge (load) imposed on reinvested dividends/ distributions		None			None
Redemption Fee (as a percentage of amount redeemed, if applicable)		2% ⁽¹	⁾		2% ⁽¹	⁾

Fund		Advisory Fee
Select Value Fund		0.75% (on the average daily net assets up to $1 billion) 0.70% (on the average daily net assets in excess of $1 billion)
Value Plus Fund		0.70%
Value Fund		0.75%

Name of Fund	Investor Class Shares			Institutional Class Shares
Select Value Fund		0.25	%		None
Value Plus Fund		0.25	%		None
Value Fund		0.25	%		None

	Median		Weighted Average
Select Value Fund	$	5,084 million	$	25,833 million
Russell 3000 Value Index	$	955 million	$	106,382 million
S&P 500 Index	$	12,739 million	$	107,750 million
Value Plus Fund	$	662 million	$	1,138 million
Value Fund	$	168 million	$	605 million
Russell 2000 Value Index	$	547 million	$	1,183 million
Russell 2000 Index	$	580 million	$	1,363 million

			Page
INTRODUCTION TO THE FUNDS			3
INVESTMENT OBJECTIVES AND POLICIES OF THE FUNDS			3
TYPES OF SECURITIES			6
PORTFOLIO MANAGEMENT STRATEGIES			30
INVESTMENT RESTRICTIONS			35
PORTFOLIO TURNOVER			38
MANAGEMENT			39
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES			52
INVESTMENT ADVISORY AND OTHER SERVICES			53
DISTRIBUTION OF SHARES			56
PORTFOLIO TRANSACTIONS			59
DESCRIPTION OF SHARES			64
PURCHASES AND SALES			65
ADDITIONAL INCOME TAX CONSIDERATIONS			67
FINANCIAL STATEMENTS			68

Independent Directors:
Ward D. Armstrong 6898 Edgebrook Place Eden Prairie, MN 55346 Birthdate: 01/54		Director		Since 2/08		Senior Vice President, Ameriprise Financial, Inc. November 1984 to May 2007; President, American Express Asset Management, from 2002-2004; Chairman Ameriprise Trust Company, November 1996 to May 2007.		3		None

Michael D. Dunham 12000 West Park Place Milwaukee, WI 53224 Birthdate: 07/45	Director	Since 1/04	Chairman of the Board, Merge Technologies, Inc. since July 2006; President, DGA Real Estate, LLC since January 2006; President and Owner of Dunham Global Associates, Ltd., since 2001; Senior Vice President, IFS AB, January 2000 to May 2006; Co-Founder and CEO of Effective Management Systems, Inc., 1978 to 1999.	3	Merge Technologies, Inc. (a provider of radiology imaging and information integration solutions)

Kenneth A. Kavajecz University of Wisconsin School of Business 975 University Avenue Madison, WI 53706 Birthdate: 03/66	Director	Since 2/08	Associate Dean of Masters Programs, University of Wisconsin-Madison, since July 2006; Associate Professor of Finance, University of Wisconsin-Madison, since April 2004; Assistant Professor of Finance from June 2003 to April 2004; Assistant Professor, The Wharton School, from February 1997 to June 2003.	3	None

Dale J. Kent 1900 South 18th Avenue West Bend, WI 53095 Birthdate: 11/52	Director	Since 8/03	Executive Vice President and Chief Financial Officer, West Bend Mutual Insurance Company, since July 2002; Partner, Arthur Andersen LLP, 1986 to 2002; employed by Arthur Andersen LLP, in other capacities, 1974 to 1985.	3	None

Robert A. Rudell 789 North Water Street Milwaukee, WI 53202 Birthdate: 09/48	Chairman of the Board Director	Since 1/06 Since 2/05	Retired; Chief Operating Officer, Zurich Scudder Investments, 1998 to 2002; President, Scudder Retirement Services, 1996 to 1998; employed by IDS/American Express as President in Institutional Retirement Services and other capcities; 1973 to 1996.	3	Director, Medtox Scientific, Inc., April 2002 to present; Director, Optimum Funds, May 2003 to present; Director, Vantagepoint Funds, March 2007 to present.

Interested Directors and Officers:

William (“Bill”) J. Nasgovitz ⁽³⁾ 789 North Water Street Milwaukee, WI 53202 Birthdate: 10/44	President and Director	Since 12/84	President and Chief Executive Officer, Heartland Advisors, Inc., since 1982.	3	None

David C. Fondrie 789 North Water Street Milwaukee, WI 53202 Birthdate: 7/49	Chief Executive Officer	Since 1/06	Director, Heartland Advisors, Inc. since May 2006; Director of Equity Research, Heartland Advisors, Inc. since 2000; employed by Heartland Advisors, Inc. in other capacities since 1994; President of Casino Resource Corporation, 1993 to 1994; Executive Vice President and Chief Financial Officer of Ransomes, Inc., 1987 to 1991; Senior Manager with PricewaterhouseCoopers, LLP, 1983 to 1987; employed by Price Waterhouse in other capacities, 1976 to 1983.	N/A	N/A

Paul T. Beste 789 North Water Street Milwaukee, WI 53202 Birthdate: 1/56	Vice President Secretary	Since 9/97 Since 11/05	Secretary and Treasurer, Heartland Value Manager, LLC, since August 2000; Chief Operating Officer, Heartland Advisors, Inc., since December 1999; employed by Heartland Advisors, Inc. in other capacities since 1997; Director of Taxes/ Compliance, Strong Capital Management, Inc., 1992 to 1997.	N/A	N/A

Nicole J. Best 789 North Water Street Milwaukee, WI 53202 Birthdate: 9/73	Vice President and Chief Compliance Officer	Since 11/05	Senior Vice President and Chief Compliance Officer, Heartland Advisors, Inc., since November 2005; Senior Vice President and Treasurer, Heartland Advisors, Inc., February 2001—August 2006; Treasurer and Principal Accounting Officer, Heartland Group, Inc. June 2000 to November 2005. Employed by Heartland Advisors, Inc. in other capacities since 1998; employed by Arthur Andersen LLP, 1995 to 1998.	N/A	N/A

Christine Johnson 789 North Water Street Milwaukee, WI 53202 Birthdate: 8/72	Treasurer and Principal Accounting Officer	Since 1/07	Vice President and Chief Financial Officer of Heartland Advisors, Inc. since August 2006; Assistant Director—Distribution Planning of Northwestern Mutual September 2003 to August 2006; Independent Consultant, 2003; Senior Manager with Deloitte & Touche LLP, June 2002 to May 2003; employed by Arthur Andersen LLP, 1994 to 2002.	N/A	N/A

Kimberly R. O’Connor 789 North Water Street Milwaukee, WI 53202 Birthdate: 12/71	Assistant Secretary	Since 08/07	Vice President—Director of Marketing, Communications and Client Service of Heartland Advisors, Inc. since February 2007; Vice President—Director of Shareholder and Dealer Services of Heartland Advisors, Inc., January 2002 to February 2007; employed by Heartland Advisors, Inc. in other capacities since August 1998.	N/A	N/A

Name of Director	Dollar Range of Equity Securities in each Heartland Fund	Aggregate Dollar Range of Equity Securities in All Heartland Funds Overseen by Director
Ward D. Armstrong ⁽¹⁾	None (Select Value) None (Value Plus) None (Value)	None

Michael D. Dunham	Over $100,000 (Select Value) $50,001- $100,000 (Value Plus) Over $100,000 (Value)	Over $100,000

Kenneth A. Kavajecz ⁽¹⁾	None (Select Value) None (Value Plus) None (Value)	None

Dale J. Kent	$10,001-$50,000 (Select Value) $10,001-$50,000 (Value Plus) $50,001- $100,000 (Value)	Over $100,000

William (“Bill”) J. Nasgovitz	Over $100,000 (Select Value) Over $100,000 (Value Plus) Over $100,000 (Value)	Over $100,000

Robert A. Rudell	$10,001-$50,000 (Select Value) $10,001-$50,000 (Value Plus) $10,001-$50,000 (Value)	Over $100,000

Director ⁽¹⁾	Aggregate Compensation from Each Heartland Fund ⁽²⁾	Pension or Retirement Benefits	Estimated Annual Benefits Upon Retirement	Total Compensation from Heartland Fund Complex ⁽²⁾
Dale J. Kent	$ 4,197 (Select Value) $ 3,338 (Value Plus) $24,465 (Value)	None	None	$32,000
Michael D. Dunham	$ 3,936 (Select Value) $ 3,130 (Value Plus) $22,934 (Value)	None	None	$30,000
Robert A. Rudell	$ 4,341 (Select Value) $ 3,451 (Value Plus) $25,208 (Value)	None	None	$33,000

Select Value Fund	Hugh F. Denison David C. Fondrie Theodore D. Baszler William (“Will”) R. Nasgovitz

Value Plus Fund	Bradford A. Evans Michael D. Petroff Adam J. Peck

Value Fund	William (“Bill”) J. Nasgovitz Hugh F. Denison Bradford A. Evans

Name of Portfolio Manager	Dollar Range of Equity Securities in each Heartland Fund	Aggregate Dollar Range of Equity Securities in all Heartland Funds
Theodore D. Baszler	$100,001 - $500,000 (Select Value) $1 - $10,000 (Value Plus) $10,001 - $50,000 (Value)	$100,001 to $500,000

Hugh F. Denison	Over $1,000,000 (Select Value) $100,001 - $500,000 (Value Plus) Over $1,000,000 (Value)	Over $1,000,000

Bradford A. Evans	None (Select Value) None (Value Plus) $100,001 - $500,000 (Value)	$100,001 - $500,000

David C. Fondrie	$100,001 - $500,000 (Select Value) $50,001 - $100,000 (Value Plus) $100,001 - $500,000 (Value)	$100,001 - $500,000

William (“Bill”) J. Nasgovitz	Over $1,000,000 (Select Value) Over $1,000,000 (Value Plus) Over $1,000,000 (Value)	Over $1,000,000

William (“Will”) R. Nasgovitz	$50,001 - $100,000 (Select Value) $50,001 - $100,000 (Value Plus) $100,001 - $500,000 (Value)	$100,001 - $500,000

Adam Peck	$0 (Select Value) $100,001-$500,000 (Value Plus) $1-$10,000 (Value)	$100,001-$500,000

Michael D. Petroff	$10,001-$50,000 (Select Value) $1-$10,000 (Value Plus) $10,001-$50,000 (Value)	$50,001-$100,000

Name	Registered Investment Companies	Other Pooled Investment Vehicles	Other Accounts
Theodore D. Baszler	None	None	252 totaling $213,564
Hugh F. Denison	None	None	251 totaling $209,512
Bradford A. Evans	None	None	29 totaling $43,923
David C. Fondrie	None	None	251 totaling $209,512
William (“Bill”) J. Nasgovitz	None	1 totaling $29,059	82 totaling $307,974
William (“Will”) R. Nasgovitz	None	None	251 totaling $209,512
Adam J. Peck	None	None	29 totaling $43,923
Michael D. Petroff	None	None	29 totaling $43,923

Record or Beneficial Holder		Fund			No. of Shares (%)
Charles Schwab & Co., Inc. ATTN: Mutual Funds 101 Montgomery Street San Francisco, CA 94104-4122 (record holder)			Select Value Value Plus Value			__________ __________ __________			_____ _____ _____	% % %

	Year ended December 31,
	2005		2006		2007
Select Value Fund	$	264,129	$	592,520	$	771,206
Value Plus Fund	$	1,066,779	$	850,631	$	1,391,088
Value Fund	$	6,050,346	$	6,769,538	$	8,448,735

Fund	Amount of Commissions Paid to Brokers or Dealers Who Supplied Research Services to Heartland Advisors		Total Dollar Amount Involved in Such Transactions (000’s)
Select Value Fund	$	__________	$	__________
Value Plus Fund	$	__________	$	__________
Value Fund	$	__________	$	__________

Subject		Vote
Election of Directors		FOR nominees in an uncontested election, except that votes may be withheld from a director who: · Attended less than 75% of board and/or committee meetings without a valid business reason for the absences; · Serves on a committee when the committee’s actions are inconsistent with other guidelines (e.g. excessive option grants, substantial non-audit fees, or lack of board independence); · Receives compensation from the company for services other than serving as a director; or · Has other known positions that create a conflict of interest

Majority of Independent Directors		FOR proposals that require a majority of the board and/or board committees to be independent

Independent Chairperson (Separate Chairperson/CEO)		FOR proposals that require an independent member act as chairperson of the board
Independent Committees		FOR proposals that require all members of the Audit, Nominating and Compensation Committes to be independent

Board Size		· FOR proposals that seek to fix or designate a range for the board size · AGAINST proposals that give management the ability to alter the board size outside a specified range without shareholder approval

Declassification of Board		FOR

Classification of Board		AGAINST

Removal of Directors		· AGAINST proposals that provide that directors may be removed only for cause · FOR proposals to restore shareholder ability to remove directors with or without cause

Filling Vacancies		· FOR proposals that permit shareholders to elect directors to fill board vacancies · AGAINST proposals that provide that only continuing directors may elect replacement board members

Term Limits		AGAINST shareholder proposals to limit the tenure of outside directors

Age Limits		AGAINST shareholder proposals to impose a mandatory retirement age for outside directors

Subject		Vote
Poison Pills		· FOR shareholder proposals that request a company submit a poison pill to shareholder vote · AGAINST management proposals to adopt or ratify a poison pill which limit a potential acquirer’s ability to buy a controlling interest without the approval of the target’s board of directors

Supermajority Voting		AGAINST proposals that require a supermajority shareholder vote

Cumulative Voting		AGAINST proposals that allow shareholders votes that are disproportionate to their economic investment in the company

Confidential Voting		FOR

Dual Class Stock		AGAINST proposals to create a new class of common stock with superior voting rights.

Common Stock Authorization		Reviewed on a case-by-case basis when a proposal seeks to increase the number of common stock shares authorized for issuance

Repurchase Programs		FOR proposals to institute share repurchase plans

Subject	Vote
Ratify Auditors	FOR, unless: · The auditor is performing non-audit work for which it receives fees that are deemed excessive in relation to the fees paid for audit work; or · The auditor otherwise has a significant professional or personal relationship with the company that compromises the audit firm’s independence

Social, Political and Environmental Issues	Review on a case-by-case basis; however, typically vote with management with regard to social, political or environmental concerns that may have an effect upon the economic success of the company, as management is in the best position to assess the impact on the company and the value of its securities

Adjourn Meeting	AGAINST, absent compelling reasons to support

Transact Other Business	AGAINST proposals to approve such other business that may be raised during a meeting

Right to Call Meetings	FOR proposals that permit shareholders to call special meetings of the board

Subject	Vote
Stock Plans in Lieu of Cash	FOR plans that allow participants to take all or a portion of their cash compensation in the form of stock

Stock Ownership Requirements	FOR proposals that require senior executives to hold a minimum amount of common stock of the company

Stock Options and Incentive Compensation	· FOR proposals that require stock acquired through an option exercise to be held for a certain period of time · AGAINST the re-pricing or replacement of stock options without shareholder approval · AGAINST proposals that provide for options priced at less than 100% of the fair market value of the underlying security on the date of the grant · AGAINST annual option grants in excess of 2% of shares outstanding · AGAINST option plans that provide for potential dilution of shares that exceed 10% of shares outstanding · AGAINST proposals that include automatic share replenishment (“evergreen”) features

Executive Severance Agreements (“Golden Parachutes”)	Reviewed on a case-by-case basis, but vote AGAINST proposals that provide for compensation exceeding three times annual compensation (salary and bonus)

Employee Stock Ownership Plans	FOR where the plan provides for a minimum stock purchase price that is equal or greater than 85% of the stock’s fair market value

Item 23		Exhibits
(a.1)		Articles of Incorporation ⁽⁴⁾

(a.2)		Articles Supplementary to withdraw the designation of, and to discontinue, the series known as the Heartland Nebraska Tax Free Fund ⁽³⁾

(a.3)		Articles Supplementary to withdraw the designation of, and to discontinue, the series known as the Heartland Small Cap Contrarian Fund, and to create a series known as the Heartland Taxable Short Duration Municipal Fund ⁽⁵⁾

(a.4)		Certificate of Correction to Articles Supplementary to correct the name of the Heartland Taxable Short Duration Municipal Fund and to correct the provision regarding a small account fee ⁽⁷⁾

(a.5)		Articles Supplementary to add a provision regarding an early redemption fee ⁽⁷⁾

(a.6)		Articles of Amendment to change the name of the Heartland U.S. Government Securities Fund series to the Heartland Government Fund ⁽⁷⁾

(a.7)		Articles of Amendment to change the name of the Heartland Large Cap Value Fund series to the Heartland Select Value Fund ⁽⁷⁾

(a.8)		Articles Supplementary to withdraw the designation of, and to discontinue, the series known as the Heartland Mid Cap Value Fund ⁽⁷⁾

(a.9)		Articles Supplementary to withdraw the designation of, and to discontinue, the series known as the Heartland Wisconsin Tax Free Fund ⁽¹¹⁾

(a.10)		Form of Articles Supplementary to withdraw the designation of, and to discontinue, three of its series known as the Heartland Short Duration High-Yield Municipal Fund, Heartland High-Yield Municipal Bond Fund and Heartland Taxable Short Duration Municipal Fund ⁽¹⁴⁾

(b)		Amended and Restated Bylaws ⁽¹²⁾

(c.1)		Articles Sixth through Eighth and Article Tenth of the Articles of Incorporation (see Exhibit (a.1))

(c.2)		Articles Supplementary (see Exhibits (a.2), (a.3), (a.8) and (a.9))

(c.3)		Articles II, VI, IX and X of the Bylaws (see Exhibit (b))

(d.1)		Investment Advisory Agreement for the Heartland Value Fund ⁽⁴⁾

(d.2)		Investment Advisory Agreement for Heartland Select Value and Value Plus Funds ⁽²⁾

(e.1)		Distribution Agreement between Heartland Group, Inc. and ALPS Distributors, Inc. ⁽¹⁵⁾

(e.2)		Form of Broker Dealer Selling Agreement*

(e.3)		Form of Shareholder Servicing Agreement*

(f)		Not applicable

(g)		Custodian Agreement with Brown Brothers Harriman & Co. ⁽¹²⁾

(h.1)		Heartland Group, Inc.’s Rule 10f-3 Plan ⁽⁴⁾

(h.2)		Transfer and Dividend Disbursing Agency Agreement with BISYS Fund Services Ohio, Inc., dated October 22, 2001 ⁽¹⁰⁾

(h.3)		Fund Accounting Agreement, dated June 30, 2000 ⁽⁹⁾

(h.4)		Amendment to Transfer Agency Agreement, Fund Accounting Agreement and Blue Sky Services Agreement, dated September 1, 2005 ⁽¹⁴⁾

(h.5)		Amendment to Fund Accounting Agreement, dated November 29, 2005 ⁽¹⁴⁾

(h.6)		Amendment to Transfer Agency Agreement, Fund Accounting Agreement and Blue Sky Services Agreement, dated November 14, 2007 ^*

(h.7)		Form of Third Amendment to Transfer Agency Agreement*

(h.8)		Form of Fourth Amendment to Fund Accounting Agreement*

(h.9)		Power of Attorney, dated February 12, 2004 ⁽¹²⁾

(h.10)		Power of Attorney, dated April 19, 2006*

(h.11)		Power of Attorney, dated February 28, 2008*

(h.12)		Credit Agreement between Heartland Group, Inc. and Brown Brothers Harriman & Co. ⁽¹³⁾

(i)		Form of Opinion of Counsel *

(j.1)		Consent of Independent Registered Public Accounting Firm**

(j.2)		Consent of Counsel* (See Exhibit (i))

(k)		Not applicable

(l)		Not applicable

(m)		Form of Heartland Group Inc.’s Amended and Restated Rule 12b-1 Plan (effective as of May 1, 2008) ^*

(n)		Heartland Group Inc.’s Rule 18f-3 Plan*

(o)		Reserved

(p.1)		Heartland Group, Inc.’s and Heartland Advisors, Inc.’s Business Conduct Rules and Code of Ethics (Amended as of November 1, 2007)*

(p.2)		ALPS Distributors, Inc.’s Code of Ethics ⁽¹⁵⁾

⁽¹³⁾	Incorporated by reference to Post-Effective Amendment No. 47 to the Registration Statement on Form N-1A of Registrant Filed on or about March 1, 2005.

⁽¹⁴⁾	Incorporated by reference to Post-Effective Amendment No. 48 to the Registration Statement on Form N-1A of Registrant filed on or about April 25, 2006.

⁽¹⁵⁾	Incorporated by reference to Post-Effective Amendment No. 50 to the Registration Statement on Form N-1A of Registrant filed on or about July 20, 2007.

	(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.

NAME	POSITION AND OFFICES WITH HEARTLAND ADVISORS, INC.	OTHER

William J. Nasgovitz	President and Chief Executive Officer	President and Director, Heartland Group, Inc., since December 1984.

Paul T. Beste	Chief Operating Officer and Secretary	Vice President, Heartland Group, Inc., since September 1997; Secretary, Heartland Group, Inc., since November 2005; Secretary and Treasurer, Heartland Value Manager, LLC, since August 2000

Nicole J. Best	Senior Vice President, Chief Compliance Officer	Vice President and Chief Compliance Officer, Heartland Group, Inc., since November 2005; Treasurer and Principal Accounting Officer, Heartland Group, Inc., from June 2000 to November 2005.

David C. Fondrie	Senior Vice President, Director	Chief Executive Officer, Heartland Group, Inc., since January 2006.

Christine A. Roberts	Vice President, Chief Financial Officer	Vice President, Treasurer and Principal Accounting Officer since January 2007.
Hugh F. Denison	Senior Vice President	None.

Kevin D. Clark	Senior Vice President	None.

Michael T. Riggs	Senior Vice President	None.

Bradford A. Evans	Vice President	None.

Theodore D. Baszler	Vice President	None.

Matthew J. Miner	Vice President	None.

Kimberly R. O’Connor	Vice President	Assistant Secretary, Heartland Group Inc., since August 2007.

Jeffrey J. Kohl	Vice President	None.

Michael H. DiStefano	Vice President	None.

Michael D. Petroff	Vice President	None.

Jeanne Kolimaga	Vice President	None.

	(a)	ALPS Distributors, Inc. acts as the distributor for the Registrant and the following investment companies: AARP Funds, Ameristock ETF Trust, Ameristock Mutual Fund, Inc., BLDRS Index Fund Trust, Campbell Multi-Strategy Trust, CornerCap Group of Funds, DIAMONDS Trust, Drake Funds, Fifth Third Funds, Financial Investors Trust, Financial Investors Variable Insurance Trust, Firsthand Funds, Forward Funds, Heartland Group, Inc., Henssler Funds, Inc., Holland Balanced Fund, Laudus Trust, Milestone Funds, MTB Group of Funds, PowerShares QQQ 100 Trust Series 1, Scottish Widows Investment Partnership, SPDR Trust, MidCap SPDR Trust, Select Sector SPDR Trust, State Street Institutional Investment Trust, Stonebridge Funds, Inc., Stone Harbor Investment Funds, TDAX Funds, Inc., Utopia Funds, W. P. Stewart Funds, Wasatch Funds, Westcore Trust, Williams Capital Liquid Assets Fund, and WisdomTree Trust. ALPS Distributors, Inc. is registered with the Securities and Exchange Commission as a broker-dealer and is a member of the National Association of Securities Dealers. ALPS Distributors, Inc. is located at 1290 Broadway, Suite 1100, Denver, CO 80203.

	(b)	To the best of Registrant’s knowledge, the directors and executive officers of ALPS Distributors, Inc., are as follows: