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Rule 497(e)
Reg. No. 33-11371
File No. 811-4982
HEARTLAND SMALL CAP CONTRARIAN FUND
HEARTLAND VALUE FUND
HEARTLAND MID CAP VALUE FUND
HEARTLAND LARGE CAP VALUE FUND
HEARTLAND VALUE PLUS FUND
HEARTLAND U.S. GOVERNMENT SECURITIES FUND
Supplement dated October 3, 1997 to
Prospectus dated March 31, 1997
Small Cap Contrarian Fund and Value Fund Closings
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The paragraph entitled "Value Fund Closed to New Investors" on page 31p of the
Prospectus is amended and replaced in its entirety by the following paragraph:
SMALL CAP CONTRARIAN AND VALUE FUNDS CLOSED TO NEW INVESTORS
Effective the close of business on October 31, 1997, shares of the Small
Cap Contrarian and Value Funds will no longer be available to new accounts,
except as described below. Shareholders of the Funds on that date will be
able to continue to purchase shares of the Fund in which they are invested
by adding to an existing account. Employee benefit plans that are
shareholders on that date may continue to purchase shares of the Fund in
which they are invested for existing and new participants in the ordinary
course of the plan's operations. In addition, financial advisers, sub-
advisers and planners with at least $2 million of clients' assets invested
in the Small Cap Contrarian Fund as of October 31, 1997, may continue to
purchase shares of that Fund on behalf of new and existing clients as long
as their clients' aggregate assets in the Fund do not fall below $2 million
as a result of redemptions. The discussion elsewhere in the Prospectus
regarding the purchase of shares of the Small Cap Contrarian and Value
Funds is qualified by this limitation. Each of the Small Cap Contrarian
and Value Funds may resume sales to new investors at some future date, but
has no present intention to do so.
Fee Waivers and Reimbursements for Mid Cap Value and Large Cap Value Funds
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Effective October 1, 1997, Heartland Advisors, Inc. has voluntarily committed to
waive the entire management and Rule 12b-1 fees and to reimburse all other
expenses for the Large Cap Value Fund.
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Also effective October 1, 1997, Heartland Advisors, Inc. has voluntarily
committed to reimburse the Mid Cap Value Fund to the extent that annual Total
Fund Operating Expenses would exceed 1.25%.
Heartland Advisors may reinstate all or a portion of the Funds' fees or
discontinue reimbursements at any time.
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HEARTLAND GROUP, INC.
FORM N-1A
CROSS-REFERENCE SHEET
TO POST-EFFECTIVE AMENDMENT NO. 30
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Form N-1A
Item No. Prospectus Heading
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PART A
1. Cover Page.................................... Cover Page
2. Synopsis...................................... Fund Expenses; Prospectus Supplement Dated
October 3, 1997
3. Condensed Financial
Information................................... Financial Highlights
4. General Description of
Registrant.................................... Description of Fund Shares; Investment Objectives
and Policies
5. Management of the Fund........................ The Funds and the Heartland Organization; How
to Buy Shares; Net Asset Value Calculation;
Portfolio Transactions; Prospectus Supplement
Dated July 14, 1997
5A. Management's Discussion
of Fund Performance........................... Not applicable. See Annual Report
6. Capital Stock and Other
Securities.................................... Description of Fund Shares; Dividends,
Capital Gains Distributions and Taxes;
Shareholder Services
7. Purchase of Securities Being
Offered....................................... How to Buy Shares; Net Asset Value Calculation;
How to Redeem Shares; Prospectus Supplement
Dated October 3, 1997
8. Redemption or Repurchase...................... How to Redeem Shares
9. Pending Legal Proceedings..................... None
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PART B
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10. Cover Page...................................... Cover Page
11. Table of Contents............................... Cover Page
12. General Information and
History......................................... Introduction to the Funds
13. Investment Objectives and
Policies........................................ Investment Policies and Methods; Investment
Restrictions; Appendix A - Securities Ratings
14. Management of the Fund.......................... Management
15. Control Persons and Principal
Holders of Securities........................... Control Persons and Principal Holders of Securities
16. Investment Advisory and
Other Services.................................. The Investment Advisor
17. Brokerage Allocation............................ Portfolio Transactions
18. Capital Stock and Other
Securities...................................... Description of Shares
19. Purchase, Redemption and
Pricing of Securities
Being Offered................................... Determination of Net Asset Value Per Share
20. Tax Status...................................... Tax Status
21. Underwriters.................................... Distribution of Shares
22. Calculation of Performance
Data............................................ Performance Information
23. Financial Statements............................ Financial Statements
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