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RULE 497(E)
1933 ACT REG. NO. 33-11371
1940 ACT FILE NO. 811-4982
HEARTLAND VALUE FUND
HEARTLAND SMALL CAP CONTRARIAN FUND
HEARTLAND VALUE & INCOME FUND
HEARTLAND U.S. GOVERNMENT SECURITIES FUND
SUPPLEMENT DATED OCTOBER 31, 1995 TO
PROSPECTUS DATED OCTOBER 30, 1995
FOR MISSOURI INVESTORS
THE HEARTLAND SMALL CAP CONTRARIAN FUND MAY INVEST UP TO, BUT LESS
THAN, 35% OF ITS TOTAL ASSETS, AND THE HEARTLAND VALUE & INCOME FUND AND
HEARTLAND U.S. GOVERNMENT SECURITIES FUND MAY EACH INVEST UP TO 25% OF THEIR
RESPECTIVE TOTAL ASSETS, IN NON-INVESTMENT GRADE DEBT SECURITIES AND
CONVERTIBLE DEBT SECURITIES, WHICH MAY INVOLVE GREATER RISK THAN OTHER
INVESTMENTS. SEE "INVESTMENT OBJECTIVES AND POLICIES - INVESTMENT QUALITY" IN
THE PROSPECTUS.
THE HEARTLAND SMALL CAP CONTRARIAN FUND TAKES AN AGGRESSIVE INVESTMENT
APPROACH FOCUSING ITS INVESTMENTS PRIMARILY IN EQUITY SECURITIES WHOSE
POTENTIAL VALUES GENERALLY HAVE BEEN OVERLOOKED BY OTHER INVESTORS. UNDER
NORMAL MARKET CONDITIONS, AT LEAST 65% OF THE FUND'S TOTAL ASSETS WILL BE
INVESTED IN EQUITY SECURITIES OF SMALLER COMPANIES. THE TECHNIQUES IN WHICH
THE SMALL CAP CONTRARIAN FUND MAY ENGAGE MAY ENTAIL RISKS NOT ENCOUNTERED BY
THE AVERAGE MUTUAL FUND. SOME TECHNIQUES, SUCH AS SHORT SALES, LEVERAGE AND
SHORT-TERM TRADING MAY BE CONSIDERED SPECULATIVE AND MAY RESULT IN HIGHER
OPERATING EXPENSES. A HIGH PORTFOLIO TURNOVER RATE MAY INCREASE TRANSACTION
COSTS AND MAY AFFECT TAXES PAID BY SHAREHOLDERS TO THE EXTENT SHORT-TERM GAINS
ARE DISTRIBUTED. SEE "OTHER INVESTMENT POLICIES, PRACTICES AND RISK FACTORS OF
THE FUNDS" IN THE PROSPECTUS.
