Investment Advisor

Heartland Advisors serves as the investment advisor to the Select Value Fund.

Portfolio Managers

The Select Value Fund is managed by a team of investment professionals, which consists of William (“Will”) R. Nasgovitz, David C. Fondrie, and Theodore D. Baszler .

Mr. Will Nasgovitz has served as a Portfolio Manager of the Select Value Fund since May 2006. Mr. Will Nasgovitz is the Chief Executive Officer and a Director of Heartland Advisors and Chief Executive Officer of Heartland Group, Inc. (“Heartland”).

heartland select value fund

Mr. Fondrie has served as a Portfolio Manager of the Select Value Fund since March 2004. Mr. Fondrie is a Senior Vice President and Director of Heartland Advisors.

Mr. Baszler has served as a Portfolio Manager of the Select Value Fund since March 2004.

OTHER IMPORTANT INFORMATION REGARDING FUND SHARES

For important information about the purchase and sale of Fund shares, tax information, and financial intermediary compensation, please turn to “Summary of Other Important Information Regarding Shares of the Funds” on page 13 of this Prospectus.

CFA is a registered trademark owned by the CFA Institute.

heartland value plus fund

Investment Advisor

Heartland Advisors serves as the investment advisor to the Value Plus Fund.

Portfolio Managers

The Value Plus Fund is managed by a team of investment professionals, which consists of Bradford A. Evans and Adam J. Peck.

Mr. Evans has served as a Portfolio Manager of the Value Plus Fund since May 2006. Mr. Evans is a Senior Vice President and Director of Heartland Advisors.

Mr. Peck has served as a Portfolio Manager of the Value Plus Fund since August 2007.

HEARTLAND VALUE PLUS FUND

OTHER IMPORTANT INFORMATION REGARDING FUND SHARES

For important information about the purchase and sale of Fund shares, tax information, and financial intermediary compensation, please turn to “Summary of Other Important Information Regarding Shares of the Funds” on page 13 of this Prospectus.

The Value Plus Fund is closed to most new investors. See “Purchasing Shares Generally” for new account eligibility criteria.

HEARTLAND VALUE FUND

Investment Advisor

Heartland Advisors serves as the investment advisor to the Value Fund.

Portfolio Managers

The Value Fund is managed by a team of investment professionals, which consists of William (“Bill”) J. Nasgovitz and Bradford A. Evans.

Mr. Bill Nasgovitz has been a Portfolio Manager of the Value Fund since commencement of its operations in 1984. Mr. Bill Nasgovitz is the Chairman and Chief Investment Officer of Heartland Advisors and is the President and a Director of Heartland Group, Inc.

Mr. Evans has served as a Portfolio Manager of the Value Fund since June 2004. Mr. Evans is a Senior Vice President and Director of Heartland Advisors.

OTHER IMPORTANT INFORMATION REGARDING FUND SHARES

For important information about the purchase and sale of Fund shares, tax information, and financial intermediary compensation, please turn to “Summary of Other Important Information Regarding Shares of the Funds” on page 13 of this Prospectus.

HEARTLAND international VALUE FUND

Investment Advisor

Heartland Advisors serves as the investment advisor to the Fund.

Portfolio Managers

The International Value Fund is managed by a team of investment professionals, which consists of Robert C. Sharpe and William (“Bill”) J. Nasgovitz .

Mr. Sharpe has served as a Portfolio Manager of the International Value Fund since May 2013.

Mr. William (“Bill”) J. Nasgovitz, is the Chairman and Chief Investment Officer of the Advisor and has served as a Portfolio Manager of the International Value Fund since it commenced operations in October 2010.

OTHER IMPORTANT INFORMATION REGARDING FUND SHARES

For important information about the purchase and sale of Fund shares, tax information, and financial intermediary compensation, please turn to “Summary of Other Important Information Regarding Shares of the Funds” on page 13 of this Prospectus.

Summary of Other Important Information Regarding Shares of the funds

Purchase and sale of Fund shares

Each Fund imposes minimum purchase requirements for initial investments in its shares. The table below shows the initial minimum purchase requirements that apply if you purchase Investor Class Shares directly from a Fund.

The minimum purchase requirement for an initial investment in Institutional Class Shares, including for IRAs, 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. The International Value Fund only offers Investor Class Shares.

Subsequent purchases of Investor Class and Institutional Class Shares, other than through reinvestment of distributions or an automatic investment plan, must be for a minimum of $100.

Investors generally may meet the minimum investment amount by aggregating multiple accounts with common ownership or discretionary control within a single Fund. Each Fund may waive or lower its investment minimums for any reason. Different minimums may apply to accounts opened through third parties.

The Value Plus Fund is closed to most new investors. See “Purchasing Shares Generally” for new account eligibility criteria.

You may redeem your Shares in any of the following ways:

By Mail

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

By Telephone

Call a Heartland Funds representative toll-free at 1-800-432-7856 to request your redemption (certain redemption requests for IRA or Coverdell ESA accounts must be in writing, see “Redeeming Shares Generally” for more information).

By Internet

You may redeem shares by accessing your account online at www.heartlandfunds.com.

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.

Tax information

The Funds may make distributions, which may be subject to federal, state, and local taxes as ordinary income or long-term capital gains, or a combination of the two.

Payments to broker-dealers and other financial intermediaries

If you purchase shares of a Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund, Heartland Advisors, the Fund’s distributor, or any of their respective affiliates may pay the intermediary for the sale of the Fund’s shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your individual financial advisor to recommend the Funds over another investment. Ask your individual financial advisor or visit your financial intermediary’s website for more information.

management of the funds

HEARTLAND GROUP

The Funds are each a series of Heartland Group, Inc. (“Heartland,” “Heartland Funds,” or the “Funds”). Each of the Investor Class and Institutional Class Shares of the Funds offered by this Prospectus are “no-load.” Only Investor Class and Institutional Class Shares have been authorized at this time. The International Value Fund is only available in Investor Class Shares.

Under applicable law, the Board of Directors is responsible for management of Heartland and provides broad supervision over its affairs. The Board delegates day-to-day responsibility for the management of the Funds to Heartland’s officers. The Board meets regularly to review the Funds’ investments, performance, and expenses. It elects the officers of Heartland and hires the Funds’ service providers, including the Funds’ investment advisor, transfer agent, and distributor. As a matter of policy, Heartland requires that 75% of its Board members and the Chairman of the Board be independent of the Funds’ investment advisor, transfer agent, and distributor.

Heartland, Heartland Advisors (Heartland’s investment advisor), and ALPS Distributors, Inc. (Heartland’s distributor), each has adopted a code of ethics designed to ensure, among other things, that the interests of Fund shareholders take precedence over personal interests of its directors, officers, and employees. Under their respective codes, personal investment activities are subject to limitations designed to avoid both actual and perceived conflicts of interest with the investment activities of the Funds.

HEARTLAND ADVISORS

Founded in 1983 by William (“Bill”) J. Nasgovitz, Heartland Advisors is an independent firm owned by its employees through Heartland Holdings, Inc. Its principal offices are located at, and its mailing address is, 789 North Water Street, Suite 500, Milwaukee, Wisconsin 53202.

As of March 31, 2014, Heartland Advisors had approximately $6.0 billion of assets under its discretionary management. Heartland Advisors manages the Funds’ investments subject to the authority of and supervision by the Heartland Funds’ Board of Directors. Heartland Advisors provides investment advisory services to individuals, institutions, other investment advisors, retirement plans, and sub-advisory services to a sub-portfolio of a series of another investment company. Heartland Advisors also provides various administrative services to the Funds.

PORTFOLIO MANAGERS

Select Value Fund. The Select Value Fund is managed by a team of investment professionals, which consists of Will R. Nasgovitz, David C. Fondrie, and Theodore D. Baszler . The team jointly develops and implements investment strategies for the Select Value Fund.

Mr. Will Nasgovitz has served as a Portfolio Manager of the Select Value Fund since May 2006 and served as Portfolio Manager for the Value Fund from February 2009 until April 2013, after serving as a Research Analyst from 2004 to 2006 and a Research Associate from November 2003 to 2004. He is the Chief Executive Officer and a Director of Heartland Advisors and since May 2012 has served as Chief Executive Officer of Heartland. Prior to joining Heartland Advisors, Mr. Will Nasgovitz had been a Senior Research Associate with Cambridge Associates from 2000 to 2002. Mr. Will Nasgovitz is the son of Mr. Bill Nasgovitz, President and Director of the Heartland Funds and Portfolio Manager of the Value Fund.

Mr. Fondrie, a Certified Public Accountant (CPA), has served as a Portfolio Manager of the Select Value Fund since March 2004. Mr. Fondrie, who also serves as Portfolio Manager for advisory clients, is a Senior Vice President and Director of Heartland Advisors, and served as Chief Executive Officer of Heartland from May 2006 to May 2012. He served as Director of Equity Research for Heartland Advisors from 2001 to 2011, having joined the firm in December 1994 as an Equity Research Analyst. Previously, he had been President of Casino Resource Corporation from 1993 to 1994, Executive Vice President and Chief Financial Officer of Ransomes, Inc. from 1987 to 1991, and a Senior Manager and in other capacities with Price Waterhouse, LLP from 1976 to 1987.

Mr. Baszler, a Certified Public Accountant (CPA) and Chartered Financial Analyst (CFA), has served as a Portfolio Manager of the Select Value Fund since March 2004. He has been a Portfolio Manager for advisory clients of Heartland Advisors since 2001, after serving as a Research Analyst and Associate Portfolio Manager from 2000 to 2001 and a Senior Mutual Funds Accountant from 1994 to 2000. Prior to joining Heartland Advisors, Mr. Baszler had been a Senior Investment Accountant with Firstar Trust Company from 1990 to 1994.

Value Plus Fund. The Value Plus Fund is managed by a team of investment professionals, which consists of Bradford A. Evans and Adam J. Peck. The team jointly develops and implements investment strategies for the Value Plus Fund.

Mr. Evans, a Chartered Financial Analyst (CFA), has served as a Portfolio Manager of the Value Plus Fund since May 2006. He has also served as a Portfolio Manager of the Value Fund since June 2004. Mr. Evans is a Senior Vice President, Director, Portfolio Manager, and Director of Equity Research for Heartland Advisors, having rejoined the firm in June 2004 after serving as Vice President and Research Analyst for High Rock Capital, LLC from April 2001 to June 2004. He had previously been employed by Heartland Advisors from January 1996 to April 2001, first as a Research Associate and then as a Research Analyst.

Mr. Peck, a Chartered Financial Analyst (CFA), has served as a Portfolio Manager of the Value Plus Fund since August 2007 and currently holds the position of Vice President and Portfolio Manager with Heartland Advisors. Prior to joining Heartland Advisors, Mr. Peck was a founding partner at Coral Gables Financial Corporation and was a Senior Investment Analyst there in 2004. Previously, he was a Senior Investment Associate at Northern Trust Bank of Florida from 2000 to 2004.

management of the funds

Value Fund. The Value Fund is managed by a team of investment professionals, which consists of Bill J. Nasgovitz and Bradford A. Evans. The team jointly develops and implements investment strategies for the Value Fund.

Mr. Bill Nasgovitz has been a Portfolio Manager of the Value Fund since commencement of its operations in 1984. Mr. Bill Nasgovitz also serves as Portfolio Manager for advisory clients and the Heartland International Value Fund since it commenced operations in 2010. He is the Chairman and Chief Investment Officer of Heartland Advisors and is the President and a Director of Heartland.

Mr. Evans, a Chartered Financial Analyst (CFA), has served as a Portfolio Manager of the Value Fund since June 2004. He has also served as a Portfolio Manager of the Value Plus Fund since May 2006. Mr. Evans is a Senior Vice President, Director, Portfolio Manager and Director of Equity Research for Heartland Advisors, having rejoined the firm in June 2004 after serving as Vice President and Research Analyst for High Rock Capital, LLC from April 2001 to June 2004. He had previously been employed by Heartland Advisors from January 1996 to April 2001, first as a Research Associate and then as a Research Analyst.

INTERNATIONAL Value Fund. The Fund is managed by a team of investment professionals, which consists of Robert C. Sharpe and Bill J. Nasgovitz . The team jointly develops and implements investment strategies for the Fund.

Mr. Sharpe has served as a Portfolio Manager of the International Value Fund since May 2013. Mr. Sharpe has been with Heartland Advisors since April 2013 and currently holds the title of Vice President and Portfolio Manager. Prior to joining Heartland Advisors, Mr. Sharpe was employed by The State Teachers Retirement System of Ohio for nearly 20 years where he held various positions. Most recently, he was the Director, International Equities and Portfolio Manager – International Equities. Previously, he was an Investment Analyst with Capital Research Company.

Mr. Bill J. Nasgovitz has served as a Portfolio Manager for the International Value Fund since it commenced operations in October 2010 and is the Chairman and Chief Investment Officer of Heartland Advisors and is the President and a Director of Heartland Group, Inc. Mr. Bill Nasgovitz has also served as the Portfolio Manager of the Heartland Value Fund since it commenced operations in 1984.

The Statement of Additional Information (SAI) for the Funds provides additional information about the Portfolio Managers’ compensation, other accounts they manage, and their ownership of Fund shares.

CFA is a registered trademark owned by the CFA Institute.

Fund Ownership by Employees of Heartland Advisors . As of December 31, 2013, employees of Heartland Advisors, including the Portfolio Managers of the Funds, had approximately $40 million invested across all of the Funds, which includes shares held directly and in retirement accounts. Heartland’s independent directors are also invested in the Funds, please see the Statement of Additional Information for more details.

Management Fee and Expense Limitation. For Heartland Advisors’ investment management services, each of the Funds pays an annual fee, accrued daily and paid monthly, computed as a percentage of each Fund’s average daily net assets. For the fiscal period ended December 31, 2013, Heartland Advisors was entitled to receive from each Fund an investment advisory fee equal to a percentage of the particular Fund’s average daily net assets:

The following table reflects the investment advisory fee paid by each Fund as a percentage of the particular Fund’s average daily net assets, during the fiscal period ended December 31, 2013, after taking into effect breakpoints and/or waivers by Heartland Advisors during the period.

From time to time, Heartland Advisors may waive fees paid to it by a Fund and/or pay other Fund ordinary operating expenses (excluding, among other things, brokerage commissions, interest, and taxes) to the extent necessary to ensure that the Fund’s total annual ordinary operating expenses do not exceed a certain percentage of average net assets.

management of the funds

Pursuant to an operating expense limitation agreement between Heartland Advisors and Heartland, Heartland Advisors has agreed to waive its management fees and/or pay expenses of the International Value Fund to ensure that the International Value Fund’s total annual fund operating expenses (excluding front-end or contingent deferred sales loads, taxes, leverage, interest, brokerage commissions, expenses incurred in connection with any merger or reorganization, dividends or interest expenses on short positions, acquired fund fees and expenses, or extraordinary expenses) do not exceed 1.49% of the International Value Fund’s average net assets through at least May 1, 2016, and subject to annual re-approval of the agreement by the Board of Directors, thereafter. Any waiver of management fees or payment of expenses made by Heartland Advisors may be reimbursed by the International Value Fund in subsequent fiscal years, if Heartland Advisors so requests. This reimbursement may be requested if the aggregate amount actually paid by the International Value Fund toward operating expenses for such fiscal year (taking into account the reimbursement) does not exceed the applicable limitation on International Value Fund expenses. Heartland Advisors is permitted to be reimbursed for management fee waivers and/or expense payments made in the prior three fiscal years. Any such reimbursement will be reviewed and approved by the Board of Directors. The International Value Fund must pay its current ordinary operating expenses before Heartland Advisors is entitled to any reimbursement of management fees and/or expenses. In addition, any such reimbursement from the International Value Fund to the Advisor will be subject to the applicable limitation on the International Value Fund’s expenses. This operating expense limitation agreement can be terminated only by, or with the consent of, the Board of Directors. Waivers and reimbursements have the effect of lowering the International Value Fund’s overall expense ratio and increasing the International Value Fund’s overall return to investors.

Heartland Advisors has voluntarily agreed to waive certain fees and/or reimburse certain expenses with respect to the Institutional Class Shares of each Fund, to the extent necessary to maintain the Institutional Class Shares’  Total Annual Fund Operating Expenses  at a  ratio of 0.99% of average daily net assets. Heartland Advisors may modify or discontinue these waivers and/or reimbursements at any time without notice. Waivers and reimbursements have the effect of lowering a Fund’s overall expense ratio and increasing the Fund’s overall return to investors.

A discussion regarding the basis for the Board of Directors approving the investment management contracts of the Funds is available in Heartland’s most recent Semiannual Report to Shareholders for the period ended June 30 for the Select Value, Value Plus, and Value Funds and November 30 for the International Value Fund.

Rule 12b-1 Fees. Each Fund has adopted a reimbursement plan under Rule 12b-1 of the Investment Company Act of 1940, as amended, whereby each Fund pays the Fund’s principal underwriter and distributor, ALPS Distributors, Inc. (the “Distributor”), a fee (a “Rule 12b-1 Fee”) which is calculated and paid monthly at an annual rate of up to 0.25% of the average daily net assets of that Fund’s Investor Class shares. Any amount of such payment not paid by the Distributor during a Fund’s fiscal year for distributing and servicing the Fund’s shares shall be reimbursed by the Distributor to the applicable Fund as soon as practicable after the end of the fiscal year. The table below shows the maximum rate of the Rule 12b-1 Fee for each class of shares of each Fund.

All or a portion of these fees may be paid, pursuant to contractual commitments or other authorized arrangements, to brokers, dealers, banks, and others (including Heartland Advisors) who provide various services to their customers who hold shares of a Fund. Among others, these may include services such as: (1) establishing, maintaining, and processing changes in shareholder accounts; (2) answering shareholder inquiries; (3) distributing prospectuses, reports, advertising, and sales literature; and (4) preparing account statements and confirmations. Because the fee is paid out of a Fund’s assets on an ongoing basis, fees paid under the Rule 12b-1 plan will increase the cost of your investment in Investor Class Shares and may cost you more over time than paying other types of sales charges imposed by some mutual funds.

Heartland Advisors, the Distributor, or their affiliates may, from their own assets, respectively, make cash payments to some, but not all, brokers, dealers, or financial intermediaries for shareholder services, and as an incentive to sell shares of a Fund and/or promote retention of their customer’s assets in the Funds.  These payments, sometimes referred to as “revenue sharing,” do not change the price paid by investors to purchase the Funds’ shares or the amount the Funds receive as proceeds from such sales.  Revenue sharing payments may be made to brokers, dealers, and other financial intermediaries that provide services to the Funds or to shareholders of the Funds, including shareholder servicing, transaction processing, recordkeeping, sub-accounting, and other administrative services to their customers in connection with investments in the Funds.  Revenue sharing payments may also be made to brokers, dealers, and other financial intermediaries for inclusion of the Funds on preferred or recommended lists and for granting the Distributor or Heartland Advisors access to sales meetings, sales representatives, and management representatives of the broker, dealer or other financial intermediaries. These fees may be in addition to any distribution, administrative, or shareholder servicing fees or other fees or charges paid from the Funds’ assets to these financial intermediaries or by shareholders directly.

From time to time, and in accordance with applicable rules and regulations, Heartland Advisors may also provide non-cash compensation, such as gifts, meals, tickets, or event sponsorship, to representatives of various intermediaries who sell Fund shares or provide services to Fund shareholders. Also, t he Funds have entered into shareholder support services agreements with certain broker-dealers and other intermediaries whereby the financial intermediary provides certain services to individual shareholders that hold shares of a Fund through an omnibus account or similar arrangement with the financial intermediary. In consideration for such services, a financial intermediary is compensated by a Fund at an annual rate based upon the average daily net asset value of the applicable class of shares of such Fund. The receipt of these fees and/or non-cash compensation may provide an incentive to a financial intermediary, or its representatives, to favor sales of a Heartland Fund over sales of other financial products. These arrangements will not, however, change the price a shareholder pays for Fund shares or the amount that a Fund receives to invest on behalf of the shareholder.

principal investment strategies and investment risks

THE HEARTLAND INVESTMENT PHILOSOPHY

At Heartland, value investing is our passion and sole focus. We relentlessly seek value, analyzing overlooked and unpopular stocks, which we believe sell at significant discounts to their true worth. This discount is a means to achieve potential appreciation while potentially limiting downside risk.

HEARTLAND’S 10 PRINCIPLES OF VALUE INVESTING™

We define “value” according to our proprietary 10 Principles of Value Investing.™ For all four Funds, we use the time-tested process to routinely evaluate the stocks we consider for purchase or sale against these distinct criteria:

1. Catalyst for Recognition

We look beyond simply discovering undervalued stocks. We identify specific catalysts that we believe will cause a stock’s price to rise, closing the gap between a current stock price and the company’s true worth.

2. Low Price in Relation to Earnings

Historically, low Price/Earnings stocks have outperformed the overall market and provided investors with less downside risk relative to other equity investment strategies. 

3. Low Price in Relation to Cash Flow

Strong cash flows give a company greater financial flexibility. In the hands of capable management, it can be the foundation for stronger earnings and, in turn, higher stock prices.

4. Low Price in Relation to Book Value

Book value is a company’s total assets minus liabilities. We believe low Price/Book Value stocks offer investors potential downside risk protection. It often suggests sentiment about a stock or sector is overly negative.

5. Financial Soundness

We prefer investing in companies that are not encumbered by long-term debt. During difficult periods, such low-debt companies are able to direct cash flow to investments in operations, not interest expense.

6. Positive Earnings Dynamics

We favor companies with improving earnings and upwardly trending estimates, as earnings tend to drive stock prices.

7. Sound Business Strategy

We meet with hundreds of senior executives to understand and evaluate their strategy. It is also typical for us to speak with customers, suppliers, and competitors.

8. Capable Management and Insider Ownership

Meaningful and increasing stock ownership by company officers and directors can be tangible evidence of their personal commitment, and aligns their long-term interest with the shareholders’ interest.

9. Value of the Company

We endeavor to appraise the intrinsic value, or private market value, of each portfolio company. Our goal is to make investments at a significant discount to our estimates of true value.

10. Positive Technical Analysis

Technical analysis is a tool useful for avoiding stocks that may already be subject to speculation. We are attracted to stocks that have “bases,” trading within a narrow price range which has typically followed a down trend, or bear market.

Although the Funds use the same evaluation criteria in selecting securities for their portfolios, they do not necessarily own the same securities. The Funds have different investment objectives and principal strategies that cause the holdings to differ. The Funds also have different Portfolio Managers who exercise independent judgment.

The investment goals and principal investment strategies unique to each Fund are described below.

heartland SELECT VALUE FUND

INVESTMENT GOAL. The Select Value Fund seeks long-term capital appreciation. The Fund’s investment goal may be changed by Heartland’s Board of Directors upon notice to shareholders, but without shareholder approval.

Principal Investment Strategies of the SELECT VALUE FUND. The Select Value Fund invests primarily in a concentrated number (generally 40 to 60) of common stocks of all sizes, selected on a value basis and whose current market prices, in Heartland Advisors’ judgment, are undervalued relative to their intrinsic value. They normally have market capitalizations in excess of $500 million at the time of purchase. The median market capitalization of the Fund is expected to fluctuate over time depending on Heartland Advisors’ perceptions of relative valuations, future prospects, and market conditions.

The Fund utilizes our disciplined and time-tested 10 Principles of Value Investing ^TM framework to identify securities with the potential for appreciation and a potential margin of safety to limit downside risk.

The Select Value Fund is designed for investors who seek long-term capital appreciation from a diversified, actively managed portfolio of stocks of all sizes. It is constructed as a core value holding for investors who can accept the volatility and other investment risks of the broad-based equity markets, but want to manage these risks by investing in companies believed to be undervalued relative to their intrinsic value.

Principal Risks of Investing in the Select Value Fund. The principal risk of investing in the Select Value Fund is that its share price and investment return will fluctuate, and you could lose money. Because the Fund invests in value stocks, it is subject to the risk that their intrinsic values may never be recognized by the broad market or that their prices may decline. At times, the Fund may invest in stocks of small or mid-sized companies, which are generally more volatile and less liquid than stocks of larger, more established companies.

principal investment strategies and investment risks

As the Select Value Fund invests in a limited number of stocks (generally 40 to 60), a change in the value of any single holding may have a more pronounced effect on the Fund’s net asset value and performance than would be the case if it held more positions. This generally will increase the volatility of the Fund’s share price and investment return.

heartland Value Plus Fund

INVESTMENT GOAL. The Value Plus Fund seeks long-term capital appreciation and modest current income. The Fund’s investment goal may be changed by Heartland’s Board of Directors upon notice to shareholders, but without shareholder approval.

Principal Investment Strategies of the Value Plus Fund. The Value Plus Fund invests primarily in a concentrated number (generally 40 to 70) of small-capitalization equity securities selected on a value basis. A majority of its assets are generally invested in dividend-paying common stocks. The Fund primarily invests in companies with market capitalizations between $250 million and $4 billion at the time of purchase.

The Fund utilizes our disciplined and time-tested 10 Principles of Value Investing ^TM framework to identify securities with the potential for appreciation and a potential margin of safety to limit downside risk.

The Value Plus Fund is designed for investors who seek capital appreciation from small company stocks that may produce modest dividend income. It is designed for long-term investors who can tolerate the greater investment risk and market volatility associated with smaller companies, but want to manage these risks by investing in companies believed to be undervalued relative to their intrinsic value.

Principal Risks of Investing in the Value Plus Fund. The principal risk of investing in the Value Plus Fund is that its share price and investment return will fluctuate, and you could lose money. Because the Fund invests in value stocks, it is subject to the risk that their intrinsic values may never be recognized by the broad market or that their prices may decline.

The Fund invests in a limited number of stocks (generally 40 to 70). Therefore, a change in the value of any single holding may have a more pronounced effect on the Fund’s net asset value and performance than would be the case if it held more positions. This generally will increase the volatility of the Fund’s share price and investment return.

Investing in the equity securities of smaller companies generally involves a higher degree of risk than investing in the securities of larger companies. The prices of securities of smaller companies are generally more volatile than those of larger companies, and these securities generally will have less market liquidity and may be more likely to be adversely affected by poor economic or market conditions. These risks generally increase as the size of the companies decreases. There is no assurance that the income-producing features of the securities in which the Fund invests will reduce the risks associated with investing in small companies or the Fund’s volatility.

heartland Value Fund

INVESTMENT GOAL. The Value Fund seeks long-term capital appreciation through investing in small companies. The Fund’s investment goal may be changed by Heartland’s Board of Directors upon notice to shareholders, but without shareholder approval.

Principal Investment Strategies of the Value Fund. The Value Fund invests primarily in common stocks of small companies with market capitalizations of less than $1.5 billion selected on a value basis, and may invest a significant portion of its assets in micro-capitalization securities, i.e., those with market capitalizations of less than $300 million at the time of purchase.

The Fund utilizes our disciplined and time-tested 10 Principles of Value Investing ^TM framework to identify securities with the potential for appreciation and a potential margin of safety to limit downside risk.

The Value Fund is designed for investors who seek long-term capital appreciation from small company stocks. It is designed for investors who can tolerate the greater investment risk and market volatility associated with smaller companies, but want to manage these risks by investing in companies believed to be undervalued relative to their intrinsic value.

Principal Risks of Investing in the Value Fund. The principal risk of investing in the Value Fund is that its share price and investment return will fluctuate, and you could lose money. Because the Fund invests in value stocks, it is subject to the risk that their intrinsic values may never be recognized by the broad market or that their prices may decline.

Investing in the equity securities of smaller companies generally involves a higher degree of risk than investing in the securities of larger companies. The prices of securities of smaller companies are generally more volatile than those of larger companies, and these securities generally will have less market liquidity and may be more likely to be adversely affected by poor economic or market conditions. These risks generally increase as the size of the companies decreases. The Value Fund may hold a significant number of investments in small company securities, where the Fund holds more than 5% of the outstanding voting securities of the issuer.

heartland INTERNATIONAL VALUE FUND

INVESTMENT GOAL. The Heartland International Value Fund seeks long-term capital appreciation with modest current income. The Fund’s investment goal may be changed by Heartland’s Board of Directors upon notice to shareholders, but without shareholder approval.

principal investment strategies and investment risks

Principal Investment Strategies of the international value FUND. The Heartland International Value Fund primarily invests in non-U.S. and U.S. equity securities, selected on a value basis and whose current market prices, in Heartland Advisors’ judgment, are undervalued relative to their true worth. At least a majority of its assets are invested in dividend paying equity securities, which may provide modest income to the Fund. Under normal circumstances, the International Value Fund primarily invests in a concentrated number of non-U.S. and U.S. equity securities, including common stock, preferred stock, depositary receipts (“DRs”) and options of companies with market capitalizations up to $5 billion at the time of purchase. The median market capitalization is expected to fluctuate over time depending on Heartland Advisors’ perceptions of relative valuations, future prospects, and market conditions.

The Fund utilizes Heartland Advisors’ disciplined and time-tested 10 Principles of Value Investing ^TM framework to identify securities with the potential for appreciation and a potential margin of safety to limit downside risk.

The International Value Fund is designed for investors who seek long-term capital appreciation from a diversified, actively managed portfolio of international stocks. It is constructed for investors who can accept the volatility and other investment risks of the broad-based international equity markets, but want to manage these risks by investing in companies believed to be undervalued relative to their intrinsic value.

The International Value Fund’s focus is on individual securities, not on selection of countries or regions. Under normal market conditions, the Fund primarily invests in common stocks, both outside and within the U.S. The Fund may invest up to 50% of its net assets at market value at the time of purchase in emerging and less developed markets. At least 40% of the Fund’s net assets, calculated at the time of purchase, will be invested in foreign securities. A foreign company or issuer is any company or issuer whose primary operations or revenues are located outside the United States and its territories. The International Value Fund intends to invest at all times in securities of issuers representing at least three different countries, not including the United States.

The International Value Fund does not invest more than 35% of its net assets at market value at the time of purchase in companies from any single country, including the U.S. However, since securities of companies representing numerous different countries may be listed and traded on registered U.S. stock exchanges including the Nasdaq Stock Market, at times more than 35% of the Fund’s net assets may be invested in companies that are traded on registered U.S. stock exchanges.

The International Value Fund’s investments in foreign securities may include DRs, such as American Depositary Receipts (“ADRs”) or Global Depositary Receipts (“GDRs”). The Fund may invest up to 10% of its net assets measured at the time of purchase in ADRs. DRs are certificates evidencing ownership of shares of a foreign-based issuer held by a bank or similar financial institution as depository. Designed for use in U.S. securities markets, ADRs are alternatives to the direct purchase of the underlying securities in their national markets and currencies. Designed for use in foreign securities markets, GDRs are alternatives to the direct purchase of the underlying securities in their national markets and currencies. DR holders may not have all of the legal rights of shareholders. DRs may be sponsored or unsponsored. If the International Value Fund is invested in an unsponsored DR, the Fund is likely to bear its proportionate share of the expenses of the depository, and it may have greater difficulty in receiving shareholder communications than it would have with a sponsored DR.

The International Value Fund invests a significant portion of its assets in securities that are traded in currencies other than U.S. dollars, so the Fund may buy and sell foreign currencies to facilitate transactions in portfolio securities. The International Value Fund usually does not hedge against possible variations in exchange rates, but exposure to a particular currency that the Advisor believes is overvalued may be hedged if the Fund has a substantial position in securities traded in that currency. The International Value Fund may buy and sell currencies for cash at current exchange rates, or use an agreement to purchase or sell a specified currency at a specified future date or within a specified time period, at a price set at the time of the contract.

From time to time, Heartland Advisors may conclude that a security other than an equity security presents an attractive risk/reward profile. As a result, the International Value Fund may invest up to an aggregate of 20% of its net assets at market value at the time of purchase in investment grade debt securities and convertible debt securities of non-U.S. and U.S. issuers that meet the Fund’s investment criteria.

Principal Risks of Investing in the international value Fund.

The principal risk of investing in the International Value Fund is that its share price and investment return will fluctuate, and you could lose money. Because it invests in value stocks, it is subject to the risk that their intrinsic values may never be recognized by the broad market or that their prices may decline. The International Value Fund invests in stocks of small or mid-sized companies, which are generally more volatile and less liquid than stocks of larger, more established companies. Foreign securities have additional risk, including but not limited to, exchange rate changes, political and economic upheaval, and relatively low market liquidity. These risks are magnified in emerging markets. The prices of foreign securities held by the International Value Fund, and therefore the Fund’s performance, may decline in response to such risks.

As the International Value Fund invests in a concentrated number of common stocks, a change in the value of any single holding may have a more pronounced effect on the net asset value and performance than would be the case if it held more positions. This generally will increase the volatility of the Fund’s share price and investment return.

principal investment strategies and investment risks

principal investment risks of the funds

Management Risk. The ability of a Fund to meet its investment objective is directly related to Heartland Advisors’ investment strategies for the Fund. The value of your investment in a Fund may vary with the effectiveness of Heartland Advisors’ research, analysis and asset allocation among portfolio securities. If Heartland Advisors’ investment strategies do not produce the expected results, the value of your investment could be diminished or even lost entirely.

General Market Risk . The market value of a security may move up or down, sometimes rapidly and unpredictably. These fluctuations may cause a security to be worth less than the price originally paid for it, or less than it was worth at an earlier time. Market risk may affect a single issuer, industry, sector of the economy or the market as a whole. U.S. and international markets have experienced significant volatility in recent years. The securities markets have experienced substantially lower valuations, reduced liquidity, price volatility, credit downgrades, increased likelihood of default, and valuation difficulties, all of which may increase the risks of investing in securities held by a Fund.

Equity Market Risk. Common stocks are susceptible to general stock market fluctuations and to volatile increases and decreases in value as market confidence in and perceptions of their issuers change. These investor perceptions are based on various, unpredictable factors including: expectations regarding government, economic, monetary and fiscal policies; inflation and interest rates; economic expansion or contraction; and global or regional political, economic, and banking crises. If you hold common stock, or common stock equivalents, of any given issuer, you would generally be exposed to greater risk than if you held preferred stocks and debt obligations of the issuer because common stockholders, or holders of equivalent interests, generally have inferior rights to receive payments from issuers in comparison with the rights of preferred stockholders, bondholders, and other creditors of such issuers.

Value-Style Investing Risk. Value stocks can perform differently from the market as a whole and from other types of stocks. Value stocks may be purchased based upon the belief that a given security may be out of favor. Value investing seeks to identify stocks that have depressed valuations, based upon a number of factors which are thought to be temporary in nature, and to sell them at superior profits when their prices rise in response to resolution of the issues which caused the valuation of the stock to be depressed. While certain value stocks may increase in value more quickly during periods of anticipated economic upturn, they may also lose value more quickly in periods of anticipated economic downturn. Furthermore, there is the risk that the factors which caused the depressed valuations are longer term or even permanent in nature, and that there will not be any rise in valuation. Finally, there is the increased risk in such situations that such companies may not have sufficient resources to continue as ongoing businesses, which would result in the stock of such companies potentially becoming worthless. Value investments are subject to the risk that their intrinsic value may not be recognized by the broad market.

Limited Portfolio Risk . As the Select Value, Value Plus, and International Value Funds invest in a limited number of stocks, a change in the value of any single holding may have a more pronounced effect on a Fund’s net asset value (“NAV”) and performance than would be the case if it held more positions. This generally will increase the volatility of a Fund’s NAV and investment return.

Foreign INVESTING RISK. Foreign markets in which the International Value Fund primarily invests can be more volatile than the U.S. market due to increased risks of adverse political, social, regulatory, and economic developments. Foreign security prices can be affected by exchange rate and foreign currency fluctuations, less publicly available information, and different accounting, auditing, legal, and financial standards. Foreign investments may also be less liquid than investments in U.S. issuers. This risk may be heightened in emerging or developing markets.

Emerging Markets Risk. The risks of foreign investments typically are greater in emerging and less developed markets where the International Value Fund may invest. For example, political and economic structures in these less developed countries may be new and changing rapidly, which may cause instability and greater risk of loss.

Currency Risk. Foreign securities, in which the International Value Fund invests, usually are denominated and traded in foreign currencies, while the Fund values its assets in U.S. dollars. The exchange rates between foreign currencies and the U.S. dollar fluctuate continuously. As a result, the values of the Fund’s non-U.S. investments will be affected favorably or unfavorably by changes in currency exchange rates relative to the U.S. dollar.

principal investment strategies and investment risks

SMALLER COMPANY SECURITIES risk. Equity securities of the smaller companies in which the Funds invest generally involve a higher degree of risk than investments in the broad-based equity markets. The security prices of smaller companies generally are more volatile than those of larger companies, they generally will have less market liquidity, and they may be more likely to be adversely affected by poor economic or market conditions. Smaller companies may have lower revenues, limited product lines, less management depth, and a lower share of the market for their products or services as compared to larger companies, any or all of which could give rise to their greater risk. A significant percentage of the outstanding shares of a smaller company may also be held by management of the company, which could cause management to have a greater influence over actions requiring shareholder approval. A Fund’s position in securities of a smaller company may be substantial in relation to the public market for such securities. As a result, it may be difficult at times for a Fund to dispose of such securities at prevailing market prices in order to meet redemptions or other cash needs. The risks of investing in smaller companies generally increase as the size of the companies decreases.

The following table shows the median and weighted average market capitalizations as of December 31, 2013, for the companies whose equity securities are owned by the Funds and for the companies included in the indices that are benchmarks for each of those Funds.

TEMPORARY POSITIONS

Under adverse market, economic, political, or other conditions, including conditions when Heartland Advisors is unable to identify attractive investment opportunities, each Fund may temporarily invest, without limitation, in liquid reserves such as money market instruments, certificates of deposit, commercial paper, corporate debt securities, variable rate demand notes, Government securities, and repurchase agreements. Each Fund may temporarily invest in fixed income securities of any duration. Temporary investments in liquid reserves are not required, and may not be possible because of market conditions. Such investments also might prevent a Fund from achieving its investment objective, and from participating in market advances or declines to the same extent that it would if the Fund remained more fully invested. The level of liquid reserves across the Funds may vary significantly due to differences in investment judgments made by their Portfolio Managers.

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.

50 Post Office Square

Boston, Massachusetts 02110

TRANSFER AND DIVIDEND DISBURSING AGENT

ALPS Fund Services, Inc.

1290 Broadway, Suite 1100

Denver, Colorado 80203

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

PricewaterhouseCoopers LLP

1900 16 ^th Street, Suite 1600

Denver, Colorado 80202

fund COUNSEL

Godfrey & Kahn, S.C.

780 North Water Street

Milwaukee, Wisconsin 53202

independent director COUNSEL

Foley & Lardner LLP

777 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 most recent Annual or Semiannual 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 Funds’ most recent Annual and Semiannual Reports, Form N-Q, and other relevant information at Heartland Funds’ website at 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 Semiannual Reports, which are also filed with the SEC. A complete list of the Funds’ portfolio securities is contained in the most recent Annual Report, Semiannual Report, or Form N-Q. The Funds generally publicly file these documents, which include portfolio holdings information, within 60 days of quarter end. In the Annual and Semiannual 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.

Reports and other information regarding the Funds are available on the EDGAR database on the SEC’s Internet website (http://www.sec.gov). This information can also be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room can be obtained by calling 1-202-551-8090. 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. 20549-1520.

Investment Company Act File No. 811-4982

Heartland Advisors’ commitment to you:
Striving to achieve superior investment results and outstanding client service

Fundamental Research  

We remain focused on discovering opportunities through extensive fundamental analysis

Seasoned Investment Team  

We leverage our investment team’s more than 250 years of experience to uncover out-of-favor, financially sound and undervalued companies

Consistent and Disciplined Approach  

We consistently adhere to our clearly defined, time-tested investment process driven by Heartland’s 10 Principles of Value Investing ^TM

HEARTLAND FUNDS