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Rule 497(e)
Reg. No. 33-11371
File No. 811-4982
HEARTLAND VALUE FUND
HEARTLAND SMALL CAP CONTRARIAN FUND
HEARTLAND VALUE & INCOME FUND
HEARTLAND U.S. GOVERNMENT SECURITIES FUND
SUPPLEMENT DATED MAY 6, 1996 TO
PROSPECTUS DATED MAY 1, 1996
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.
