HEARTLAND ADVISORS, INC.

BROCHURE (ADV PART 2A) August 15, 2025 790 North Water Street, Suite 1200 Milwaukee, WI 53202 Phone: 414-347-7777 Fax: 414-347-1339 heartlandadvisors.com This Brochure provides information about the qualiàcations and business practices of Heartland Advisors, Inc. If you have any questions about the contents of this Brochure, please contact us at 414-347-7777. The information in this Brochure has not been approved or veriàed by the United States Securities and Exchange Commission (SEC) or by any state securities authority. Additional information about Heartland Advisors, Inc. is available on the SEC’s website at www.adviserinfo.sec.gov. Registration as an investment adviser with the SEC does not imply a certain level of skill or training. 1  heartland advisors, inc. Item 2: MATERIAL CHANGES This Item 2 discusses only speciàc material changes that have been made to the Brochure and provides clients with a summary of such changes. Since the last annual amendment to our Brochure dated March 1, 2025, we added the Heartland Value Strategy as a new separately managed account strategy to Item 5- Fees and Compensation. Certain general updates and other non-material changes have been made. As such, we encourage you to read our Brochure in its entirety. 2  BROCHURE (ADV PART 2A) table of contents Item 1: COVER PAGE ............................................................................................................ 1 Item 2: MATERIAL CHANGES .............................................................................................. 2 Item 3: TABLE OF CONTENTS ............................................................................................. 3 Item 4: ADVISORY BUSINESS ............................................................................................. 4 Item 5: FEES AND COMPENSATION .................................................................................... 4 Item 6: PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT ........................ 5 Item 7: TYPES OF CLIENTS ................................................................................................. 6 Item 8: METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS ................................................................................................. 6 Item 9: DISCIPLINARY INFORMATION ................................................................................ 8 Item 10: OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS .......................... 8 Item 11: CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING ........................................................... 8 Item 12: BROKERAGE PRACTICES ........................................................................................ 9 Item 13: REVIEW OF ACCOUNTS ......................................................................................... 13 Item 14: CLIENT REFERRALS AND OTHER COMPENSATION ............................................. 13 Item 15: CUSTODY ............................................................................................................... 13 Item 16: INVESTMENT DISCRETION ................................................................................... 13 Item 17: VOTING CLIENT SECURITIES ............................................................................... 14 Item 18: FINANCIAL INFORMATION ................................................................................... 14 OTHER INFORMATION ............................................................................................ 14 PRIVACY POLICY .............................................................................................. 14 CLASS ACTION CLAIMS ................................................................................... 15 FINANCIAL INTERMEDIARY COMPENSATION ................................................. 16 PORTFOLIO HOLDINGS DISCLOSURE ............................................................. 16 SERVICES DELEGATED BY HEARTLAND ......................................................... 16 INFORMATION FOR RETIREMENT ACCOUNTS ................................................ 16 3  BROCHURE (ADV PART 2A) Item 4: ADVISORY BUSINESS responsible for trade execution, trade timing, broker selection, recordkeeping or other client services. However, in some cases, Heartland relies on the information regarding each prospective client that is provided to Heartland by the Program Sponsor in determining the suitability of Heartland’s investment management style selected by a program client to the individual needs and ànancial situation of such client. Heartland may also serve as an investment manager or subadviser to clients of other Intermediaries on a discretionary basis, either by contracting directly with the Intermediary or through a contract with a managed account program sponsor, in exchange for a fee based on the assets managed by Heartland. The Intermediary is responsible for determining the suitability of Heartland’s investment management style for the client. Heartland Advisors, Inc. (“Heartland”) is an investment advisory Firm that provides investment management services to separate account clients, mutual fund portfolios, and other ànancial institutions. Heartland’s predecessor was organized in 1983 in Wisconsin as an investment advisory subsidiary of a regional brokerage àrm, The Milwaukee Company, owned in part by William (“Bill”) J. Nasgovitz. In 1984, Mr. Nasgovitz purchased a majority interest of the investment advisory subsidiary from his partners and started managing Heartland’s àrst mutual fund, the Heartland Value Fund. In 1988, Mr. Nasgovitz and his partners sold The Milwaukee Company to Dain Bosworth, and in the same transaction Mr. Nasgovitz acquired the remaining shares of the investment advisory subsidiary and changed its name to Heartland Advisors, Inc. In 2000, Heartland was reorganized into a wholly owned subsidiary of Heartland Holdings, Inc. Heartland remains an independent Firm 100% owned through Heartland Holdings, Inc. by its current employees. Heartland is principally owned by Heartland’s Chief Executive Ofàcer, William (“Will”) R. Nasgovitz. The fees paid to Heartland vary from the schedule of fees stated in Item 5: Fees and Compensation and between different wrap or model portfolio programs. In addition, clients participating in a wrap or model portfolio program typically are not subject to Heartland’s minimum account size that otherwise applies to other separately managed accounts. As of December 31, 2024, Heartland managed $1,885,901,551 in client assets on a discretionary basis and $0 in client assets on a non-discretionary basis. Item 5: FEES AND COMPENSATION Heartland’s current standard fee schedule for separately managed accounts is based on a percent of assets under management, as follows: Account Size Annual Rate Value Strategy First $ 5,000,000 1.00% Next 10,000,000 0.85 Heartland’s advisory services are typically provided on a discretionary basis. From time to time, Heartland manages client accounts on a non-discretionary basis. Heartland’s discretionary investment authority is limited by conditions imposed by clients in their stated investment objectives or guidelines, or by other instructions provided to Heartland. Heartland generally requires that all clients approve the investment objectives and restrictions applicable to their account by agreeing to the guidelines applicable to a particular strategy or by providing special instructions. Please see Item 16: Investment Discretion for more information on how Heartland tailors its services to the individual needs of its clients. Above 15,000,000 negotiable First $ 5,000,000 1.00% Small Cap Value Strategy Next 10,000,000 0.85 Above 15,000,000 negotiable First $ 5,000,000 1.00% Small Cap Value Plus Strategy Next 10,000,000 0.85 Above 15,000,000 negotiable First $ 5,000,000 1.00% Opportunistic Value Equity Strategy From time to time, Heartland provides discretionary investment advisory services to ànancial institutions, such as investment advisers, banks, broker-dealers or other ànancial intermediaries (“Intermediaries”). In addition, Heartland can provide investment management services through programs sponsored by unafàliated broker-dealers or other ànancial intermediaries that typically offer a combination of brokerage, custody and investment advisory services (“wrap programs”) to various clients for a single fee. Heartland also offers model portfolio services to uniàed managed account (“UMA”) programs by providing a model portfolio that is based on an investment strategy offered by Heartland and periodically communicating portfolio changes to the program sponsors. Next 10,000,000 0.85 Above 15,000,000 negotiable First $ 5,000,000 1.00% Mid Cap Value Strategy Next 10,000,000 0.85 Above 15,000,000 negotiable The Intermediaries and sponsors of UMA and wrap programs are referred to as “Program Sponsors”. In these programs, the client enters into an investment advisory agreement with the Program Sponsor and in turn the Program Sponsor generally enters into a sub-advisory agreement or other arrangement with Heartland. Heartland typically is paid a portion of the program fee by the Program Sponsor. The Program Sponsors generally determine suitability for program clients, particularly for UMAs where Heartland is not Heartland may negotiate lower fees with investment advisors or other ànancial intermediaries that retain Heartland to manage a signiàcant portion of assets. 4  BROCHURE (ADV PART 2A) Heartland Mid Cap Value Fund (a series of HGI Funds)  0.75% on the average daily net assets  Heartland Value Plus Fund (a series of HGI Funds) 0.70% on the average daily net assets From time to time, Heartland has had other fee schedules, which provide for fees that were higher or lower than those currently in effect. As new fee schedules were put into effect, they were generally only made applicable to new clients and the fee schedule applicable to any existing client was generally not affected by the new schedules. Therefore, some clients pay different fees than those shown above.  Heartland Value Fund (a series of HGI Funds) 0.75% on the average daily net assets At its discretion, Heartland negotiates fees with a particular client, on an account of any size depending upon certain factors, including, but not limited to, investment objectives, investment restrictions, the nature and extent of the relationship with the client and other business factors. The fees noted above may be waived or reduced when, for example, a new account is expected to grow rapidly in size, a relationship exists with a current client of Heartland, or for other reasons at Heartland’s discretion. At times, Heartland also provides investment advisory services to wrap fee and model portfolio programs offered by Program Sponsors. Fees and features of each program will vary, and fees for Heartland’s services may be less than the fee schedule set forth above. When Heartland determines to invest part or all of a discretionary account in a Mutual Fund, the account will pay the Mutual Fund fees and expenses, but not Heartland’s investment management fee as described in the fee schedule listed above for that portion of the account invested in the Mutual Fund. Please refer to the respective fund’s prospectus for more information. See Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading for more information regarding Heartland’s participation in such transactions. Heartland may also invest in unafàliated open-end and closed-end funds, unit investment trusts, exchange-traded funds (“ETFs”), or similar investments on behalf of client accounts. Clients whose assets are invested in such securities will pay both a direct fee to Heartland and the proportionate share of the fund’s expenses, including the investment management fees to the fund’s investment advisor. As provided in the advisory agreement, fees are generally payable monthly or quarterly after services are rendered. Fees are calculated based on the market value of the assets in the account, including stocks, cash and other investments, at the end of the period. Assets of related accounts are generally aggregated to determine if a lower fee applies. Heartland generally does not allow clients to prepay fees. Fees are billed to the client or deducted directly from the client account, depending on the client’s preference. Other than the advisory fees disclosed above, neither Heartland nor its supervised persons receive compensation from clients for the sale of securities or other investment products. However, supervised persons have a ànancial incentive to recommend the HGI Funds to clients because Heartland’s advisory fee for managing the HGI Funds is based on assets under management and because supervised persons may receive bonuses based on àrm revenues. Supervised persons do not accept sales compensation such as 12b-1 fees or service fees for sales of the HGI Funds. Heartland receives reimbursement from the HGI Funds’ Rule 12b-1 plan for a portion of marketing and sales support positions that provide eligible services under the plan. Generally, the client or Heartland may terminate the advisory contract upon 30 days’ prior written notice. In the event of termination, any fees outstanding are charged on a pro-rata basis based on the number of days that the account was open during the applicable period. In circumstances where prepaid or unapplied fees exist, such fees will be refunded to the client. Termination of an advisory agreement will not affect transactions that Heartland has initiated on the client’s behalf prior to the effective date of such termination. Item 6: PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT Clients incur additional fees outside of what Heartland charges, including but not limited to, custodian, brokerage, and transaction costs. For more information on these types of fees, please see Item 12: Brokerage Practices. Heartland also provides investment management services for an open-end registered investment company, Heartland Group, Inc., and its underlying series funds (the “HGI Funds” or “Mutual Funds”). The Mutual Funds and management fees charged to each Mutual Fund are described in each Mutual Fund’s prospectus. The management fees charged are also summarized here. From time to time, clients pay Heartland for services by means of a combination of performance and asset-based fees as permitted by applicable federal and state regulations, including SEC Rule 205-3. Performance fee arrangements can create an incentive for Heartland to make investments that are riskier or more speculative than would be the case in the absence of a performance fee. In addition, performance fee arrangements can create an incentive for Heartland to favor those accounts in the timing of trades, security selection, or similar methods. Also, Heartland may receive increased compensation with regard to unrealized appreciation as well as realized gains. 5  BROCHURE (ADV PART 2A) Heartland’s investment team evaluates each security through a set of criteria known as Heartland’s 10 Principles of Value Investing These criteria are designed to identify stocks that Heartland ànds to be priced at a discount to their fundamental, intrinsic value and that are consistent with the “value” style of investing. Heartland has established procedures reasonably designed to address such conáicts; these include, but are not limited to,compliance review of account documentation, Brokerage Committee review of trade rotation procedures and audits, and Investment Policy Committee review of account performance. Heartland does not currently have any performance fee arrangements. Item 7: TYPES OF CLIENTS Ideas may be generated from Heartland generally provides investment advice to clients such as individuals, institutions, trusts, estates and charitable organizations, corporations and other business entities, pensions and proàt sharing plans, and investment companies. Heartland’s investment team uses several methods to target securities for this in-depth fundamental analysis. For example, periodic screens of a relevant universe are used to identify securities that meet quantiàable aspects of the 10 Principles of Value Investing industry conferences, trade journals, broker research, company disclosures or presentations and from discussions with company management, or other professionals. The investment team also develops ideas by monitoring macroeconomic, regulatory, and geopolitical developments. All securities selected for purchase must weigh favorably, in totality, against the 10 Principles of Value Investing listed below: Heartland generally does not accept new accounts of less than $1,000,000 for the Value Strategy, Small Cap Value Strategy and Small Cap Value Plus Strategy, and $500,000 for the Mid Cap Value Strategy and Opportunistic Value Equity Strategy. The Account Minimum for accounts investing through a wrap program or other programs offered by a Program Sponsor are generally lower. Strategy Account Minimum Value $ 1,000,000 Small Cap Value 1,000,000 1. Catalyst for recognition 2. Low price-to-earnings 3. Low price-to-cash áow 4. Low price-to-book value 5. Financial soundness 6. Positive earnings dynamics 7. Sound business strategy 8. Capable management and insider ownership 9. Value of the company 10. Positive technical analysis Small Cap Value Plus 1,000,000 Mid Cap Value 500,000 Opportunistic Value Equity 500,000 At its discretion, Heartland may accept an account of any size depending upon certain factors, including, but not limited to, investment objectives, investment restrictions, the nature and extent of the relationship with the client, and other business factors. In addition, from time to time, Heartland may offer customized portfolio management services to certain clients. These principles form the basis of Heartland’s security research framework. Research is generated to support an analyst’s rating on each of the ten criteria. This may include building analytical assessments of ànancial statements, projections or models, or subjective assessments of the quality of corporate management’s business strategy and capability. Research is summarized into a 10-point grid, an output of the investment process that is used as a basis for discussion at research team meetings. From time to time, 10-point grids may also incorporate relevant information regarding the company’s Environmental, Governance and Social (ESG) characteristics. In order to open an account with Heartland, a client must complete the proper paperwork and must appoint a qualiàed custodian, such as a bank, trust company, or broker-dealer, to custody the account’s assets. All aspects of the investment thesis may be probed and challenged by members of the investment team. If the investment team believes a security is fundamentally attractive, it will be added to the watch list. Heartland reserves the right, in its sole discretion, to decline any new account, or, consistent with the applicable client’s advisory agreement, to resign as investment advisor to an account after initiation of the investment advisory relationship. A security on the watch list is monitored on its stock price and its valuation relative to its peer group and its own history. If recent market conditions or developments are supportive, the portfolio manager may initiate a position in the security. Item 8: METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS This framework allows the team to Methods of Analysis Heartland’s investment process relies upon fundamental research to actively select securities for client accounts. The investment team evaluates existing holdings against the same criteria used to evaluate purchases – the 10 Principles of Value Investing assess whether or not a security is still meeting the original investment thesis. Securities that no longer remain attractive are sold from the portfolio. 6  BROCHURE (ADV PART 2A) Investment Strategies As part of its investment strategy in pursuing the investment objectives of its clients, Heartland may (but is not obligated to) use the ownership interest in a portfolio company to seek to change or ináuence control of the company’s management. For example, Heartland may (a) actively support, oppose, or influence a company’s decision-making; impact of the coronavirus. Uncertainties regarding ináation, interest rates, trades and tariff policies, political events, the possibility of national or global recession and military conáicts, such as the wars in Eastern Europe and the Middle East, have also contributed to market volatility. These developments and uncertainties could result in further market volatility and negatively affect security prices, the liquidity of certain securities and the normal operations of securities exchanges and other markets. As a result, the risk environment remains elevated. (b) seek changes in a company’s management or board of directors; (c) seek to effect the sale of all or some of a company’s assets; (d) vote to participate in or oppose a takeover of a portfolio company or an acquisition by a portfolio company; or (e) serve as lead plaintiff in a matter related to a Common Stock Risk Common stocks are susceptible to market áuctuations and to volatile increases and decreases in value as investors’ conàdence in and perceptions of their issuers change. Investments in common stocks are subject to the risk that in the event of a company’s liquidation, the holders of preferred stock and creditors will be paid in full before any payments are made to holders of common stock. portfolio company. Smaller Companies Risk Investing in securities of small-cap and micro-cap companies generally involves a higher degree of risk than investing in securities of larger companies. The prices of securities of smaller companies are generally more volatile than those of larger companies, and they generally will have less market liquidity. These risks generally increase as the size of the company decreases. Micro-cap companies generally have less public information and can have less ànancial resources and management experience than larger companies, increasing the risk of business failure. Heartland would only engage in such activities in an effort to protect and maximize the value of an investment on behalf of its clients when it deems such action to be appropriate. The extent to which Heartland may seek to change or ináuence control of management would depend, among other things, on facts and circumstances speciàc to the company, as well as general market conditions. Engaging in such activities would restrict Heartland’s ability, on behalf of its clients, to engage in certain transactions with regard to the company’s securities and vote the company’s securities, and could require additional regulatory àlings. Value Investing Risk Value stocks can perform differently from the market as a whole and from other types of stocks. Value investments are subject to the risk that their intrinsic value may not be recognized by the broad market. Risk of Loss Investing in securities involves a risk of loss. Heartland does not offer any products or services that guarantee rates of return on investments for any time period to any client. All clients assume the risk that investment returns may be negative or below the rates of return of other investment advisors, market indices, or investment products. Foreign Investing Risk Foreign markets 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 áuctuations, less publicly available information, and different accounting, auditing, legal, and ànancial standards. Foreign investments may also be less liquid than investments in U.S. issuers. This risk may be heightened in emerging or developing markets. Heartland primarily recommends common stocks deàned by value-style characteristics. In certain limited circumstances, Heartland also engages in transactions in ànancial futures contracts in connection with its investment management services. On occasion, when permissible in a client account, and only to a limited extent, Heartland engages in covered call/put writing in connection with its investment management services. Options transactions will be used for the purpose of bona àde hedging or for income generation. Depending on a client’s strategy, Heartland could also recommend àxed income securities. Principal investment risks include: Recent Market Events U.S. and international markets have experienced signiàcant periods of volatility in recent months and years due to a number of economic, political and global macro factors, including ináation and interest rate policy, war and the Options and Futures Risk Successful use of options and futures depends upon Heartland’s ability to predict movements of the overall securities markets, which requires different skills than predicting changes in the prices of individual securities. Heartland may be incorrect in its expectations as to the extent of market movements or the time span within which the movements take place, which may result in the strategy being unsuccessful. Lack of a liquid secondary market for an option or future may result in losses to a client, as may premiums paid on a transaction. 7  BROCHURE (ADV PART 2A) Inc. (an open-end registered investment company), for which Heartland serves as investment advisor. These employees offer the HGI Funds to investors, including advisory clients of Heartland. Fixed Income Risk Debt securities, such as notes and bonds, are subject to credit risk and interest rate risk. Credit risk is the possibility that an issuer of an instrument will be unable to make interest payments or repay principal when due. Changes in the ànancial strength of an issuer or changes in the credit rating of a security may affect its value. Interest rate risk is the risk that interest rates may increase, which tends to reduce the resale value of certain debt securities. General Market Risk The market value of a security may move up or down, sometimes rapidly and unpredictably. These áuctuations 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. Without conceding that Heartland is a “related person” of the HGI Funds, Heartland furnishes investment advice and certain administrative and compliance services to Heartland Group, Inc., an open-end investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). Because Heartland receives fees from the HGI Funds for its investment management services, which increases Heartland’s total fee revenue, Heartland could be incentivized to recommend the HGI Funds to clients. Certain of Heartland’s executive ofàcers and employees also serve as ofàcers or directors of Heartland Group, Inc., and Heartland pays the salaries, fees, and expenses of Heartland Group, Inc.’s ofàcers and those directors who are afàliated with Heartland. The ofàcers and employees who serve in multiple capacities for Heartland and the HGI Funds at times face inherent conáicts of interest in allocating their time and in serving the interest of the Firm’s clients, HGI Fund shareholders, and Heartland’s ànancial and other interests. Heartland monitors the conáicts discussed above through its Code of Ethics, Business Conduct Rules, and other policies and procedures, including oversight by Heartland’s compliance personnel and HGI Funds’ independent directors, to ensure that the interest of fund shareholders and clients are placed àrst. Please see Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading for more information. Cybersecurity Risk The computer systems, networks and devices used by Heartland and its service providers to carry out business operations employ a variety of protections designed to prevent damage or interruption from computer viruses, network and computer failures and security breaches. Despite such protections, systems, networks and devices potentially can be breached, which could negatively impact Heartland and its clients. Cyber attacks include unauthorized access to system, networks or devices; infection from computer viruses or other malicious software code; and attacks that shut down, disable or otherwise disrupt operations, business processes or website access or functionality. Cyber security breaches may cause disruptions and impact business operations, potentially resulting in ànancial losses, the inability of Heartland or service providers to trade, violations of privacy and other laws, regulatory ànes, reputational damage, reimbursement costs and additional compliance costs, as well as the inadvertent release of conàdential information. Item 9: DISCIPLINARY INFORMATION Mr. Will Nasgovitz, Chief Executive Ofàcer and a Director of Heartland, is the son of Mr. Bill Nasgovitz, a Director and Chairman of Heartland. Item 11: CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING The following legal proceeding has been resolved: Code of Ethics and Personal Trading Heartland has adopted comprehensive Business Conduct Rules pursuant to SEC Rule 204A-1 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and 17j-1 of the 1940 Act, which include a Code of Ethics, and Insider Trading, Gift, Foreign Corrupt Practices Act, and Outside Activities policies. The Business Conduct Rules require that, when conducting business activities on behalf of Heartland, all Heartland employees must: 1. act with integrity, competence, and dignity, adhere to the highest ethical standards, and deal fairly with and act in the best interests of all Heartland clients; On February 14, 2017, Heartland Advisors, Inc. settled an administrative proceeding with the SEC resolving alleged violations of Section 13(d) of the Securities Exchange Act of 1934 and Rules 13d-1 and 13d-2 thereunder (beneàcial ownership reporting requirements), and Section 16(a) and Rules 16a-2 and 16a-3 (Form 3 reporting requirements). While Heartland Advisors, Inc. neither admitted nor denied the àndings, it agreed to the entry of a cease and desist Order requiring future compliance with Section 13(d) and Section 16(a) and the rules cited above, and the payment of a $180,000 civil penalty. The penalty was paid by Heartland Advisors, Inc. and was not borne by any Heartland Advisors, Inc. clients. Heartland Advisors, Inc. fully cooperated with the SEC in this matter. 2. comply with applicable federal securities laws; and 3. promptly disclose to Heartland’s Legal/ Item 10: OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS Compliance Team circumstances that may create an actual or potential conáict with the interests of a Heartland client. The Code of Ethics governs, among other things, the personal securities transactions of all Heartland employees. Certain employees of Heartland are registered representatives of ALPS Distributors, Inc., an unafàliated broker-dealer that acts as distributor for Heartland Group, 8  BROCHURE (ADV PART 2A) believes is fair and equitable relative to other similarly- situated clients. Heartland has no obligation to purchase or sell a security for a client that Heartland, its principals, employees, or afàliates (to the extent permitted by Heartland’s Code of Ethics) may purchase or sell for its or their own accounts, or for the account of any other client, if in the sole and absolute discretion of Heartland, it is deemed not appropriate to purchase or sell such security for that account. From time to time, Heartland may invest in securities of an issuer and also provide investment advisory services to that issuer, or to a member of the issuer’s management. In each such situation, Heartland considers various factors, which include, as applicable, the existing business relationship with the issuer or management of the issuer; the existing advisory relationship with the issuer or a member of management of the issuer; the current holdings of the issuer that are held by other Heartland clients; and any pending new security offering of the issuer. Taking into consideration the applicable factors, Heartland may have a conáict of interest and has established procedures reasonably designed to address such conáicts, which may include monitoring percentage of ownership and reviewing procedures for voting proxies related to such issuers. Heartland or its employees can purchase or sell for their own accounts securities that are recommended to clients or placed in discretionary accounts. As a result, Heartland has a conáict of interest that could affect the objectivity of its advice. However, Heartland and its employees generally are prohibited from purchasing or selling for their own accounts within certain periods (1) after a purchase or sale in an account as to which Heartland exercises investment discretion, or (2) when a recommendation of a purchase or sale has been made. The Code of Ethics provides an exception to these personal trading prohibitions for common stocks (and convertible preferred stocks convertible into such common stocks) of companies with market capitalizations of $15 billion or more if consistent with Heartland’s policies governing insider trading. Certain investment personnel are subject to additional personal trading restrictions under the Code of Ethics. In addition, Heartland generally prohibits employees from proàting in the purchase and sale, or the sale and purchase of the same (or equivalent) securities within 30 calendar days. The Code of Ethics requires, among other procedures, prior approval and pre-clearance of most purchases and sales of securities in which Heartland’s employees have a beneàcial interest and prohibits most purchases of equity securities of issuers with market capitalizations of less than $2 billion. The Code of Ethics also requires prior approval and pre-clearance of most purchases and sales by Heartland employees of shares in any Mutual Fund for which Heartland serves as investment advisor. All employees are required to provide transaction information and account statements for all personal securities transactions covered by the Code of Ethics to the Legal/ Compliance Team. In addition, employees are required to report, on a quarterly basis, securities transactions in accounts in which they have a beneàcial interest. These reports and information may be provided electronically and are reviewed to determine if there have been any violations of the Code of Ethics. Heartland can recommend that its discretionary clients purchase shares of the Mutual Funds and such purchases could increase Heartland’s aggregate fee revenue. Where shares of the Mutual Funds are purchased with assets of a client’s advisory account, Heartland makes certain fee adjustments to prevent receipt of advisory fees from both the client and the Mutual Funds with respect to assets so invested. The marginal fee rate paid by the Mutual Funds to Heartland may exceed the marginal investment advisory fee rate applicable to the client’s account, in which case, a purchase of the Mutual Funds’ shares from the assets of the client’s account will result in an increase in Heartland’s total fee revenue, notwithstanding the fee adjustments referred to in Item 5: Fees and Compensation. See Item 5: Fees and Compensation for more information. Item 12: BROKERAGE PRACTICES A copy of Heartland’s Code of Ethics is available upon request by calling Heartland at 1-888-505-5180, visiting heartlandadvisors.com, or writing to Heartland at 790 North Water Street, Suite 1200, Milwaukee, Wisconsin 53202. Participation or Interest in Client Transactions Heartland’s goal is to treat each client fairly and equitably, consistent with its àduciary duties and obligations under applicable federal and state regulations, including Section 206 of the Advisers Act and relevant provisions of Section 17 of the 1940 Act. Broker Selection Heartland may select and establish securities accounts and process transactions through one or more securities brokerage àrms. Heartland selects brokers and/or dealers (collectively, “brokers”) to execute transactions for the purchase or sale of portfolio securities based upon a judgment of the broker’s professional capability to provide the service. The primary consideration is to have brokers execute transactions at best price and execution. Best price and execution refers to many factors, including the price paid or received for a security, the commission charged, the promptness and reliability of execution, the conàdentiality and placement of the order, and other factors affecting the overall beneàt obtained by the accounts in the transactions. Heartland performs investment advisory services for various clients and may give advice, and take action in the performance of its duties, with respect to any one client which may differ from advice given or action taken with respect to any other client. However, over a period of time and to the extent practical, Heartland allocates investment opportunities to each client in a manner that it reasonably 9  BROCHURE (ADV PART 2A) During the past àscal year, Heartland has obtained research services through soft dollar transactions including, but not limited to:   When determining the reasonableness of compensation paid to a broker, Heartland considers competitive rates in the market, complexity of the transaction, promptness and reliability of services, and other similar factors. Heartland’s Brokerage Committee is responsible for reviewing, on at least a quarterly basis, Heartland’s commission levels for reasonableness. This review includes analyzing Heartland’s trading costs relative to other investment managers.     economic, industry or company research reports or investment recommendations; subscriptions to certain ànancial publications or research data compilations; compilations of securities prices, earnings, dividends, and similar data; certain computerized databases, quotation services, research or analytical computer software and services; certain trade related services; and services of economic and other consultants concerning markets, industries, securities, economic factors, and trends and portfolio strategy. Allocation of portfolio brokerage transactions, including their frequency, to various brokers is determined by Heartland, in its best judgment, based on the professional capabilities of the brokers, and in a manner deemed fair and reasonable to clients. The primary consideration in selecting brokers is prompt and efàcient execution of orders in an effective manner at the most favorable price, but a number of other judgmental factors enter into the decision. These factors may include, for example: knowledge of negotiated commission rates and transaction costs; the nature of the security being purchased or sold; the size of the transaction; historical and anticipated trading volume in the security and security price volatility; broker operational capabilities and ànancial conditions; and research. Please see Item 12: Brokerage Practices: Soft Dollar Transactions for more information. Among the brokers that may be used are electronic communication networks (ECNs), which are fully disclosed agency brokers that normally limit their activities to electronic execution of securities transactions. While commission rates are a factor in Heartland’s analysis, they are not the sole determinative factor in selecting brokers. Heartland does not consider, when selecting or recommending brokers, whether the broker refers clients to Heartland. Research services so received enable Heartland to supplement its own research and analysis used in connection with providing advice to its clients as to the value of securities; the advisability of investing in, purchasing or selling securities, and the availability of securities or purchasers or sellers of securities; the furnishing to clients of analyses and reports; and the effecting of securities transactions and performing functions incidental thereto (such as clearance and settlement) on behalf of clients. To the extent that Heartland uses client transactions to obtain research services that Heartland could otherwise purchase for cash, Heartland receives a beneàt because it does not have to produce or pay for research services. As a result, Heartland has an incentive to place more orders or pay higher commissions than would otherwise be the case. However, Heartland, through its Legal/Compliance Team and Brokerage Committee, monitors this potential conáict of interest by continually monitoring soft dollar commissions paid to each broker. In addition, the HGI Funds’ Board of Directors regularly reviews Heartland’s soft dollar usage. Soft Dollar Transactions As permitted by the Securities Exchange Act of 1934, as amended, Heartland engages in the long-standing investment management industry practice of paying higher commissions to brokers who provide brokerage and research services (“research services”) than to brokers who do not provide such research services, if such higher commissions are deemed reasonable in relation to the value of the services provided. Heartland uses these research services in its investment decision-making processes. These types of transactions are commonly referred to as “soft dollar transactions.” Three different types of research services are typically acquired through these transactions: (1) proprietary research services offered by the broker executing a trade; (2) other research services offered by third parties through the executing broker; and (3) proprietary or third party research services obtained through client commission arrangements (as discussed below). Soft dollar transactions are not effected pursuant to any binding agreement or understanding with any broker regarding a speciàc dollar amount of commissions to be paid to that broker. However, Heartland does in some instances request a particular broker to provide a speciàc research service, which may be proprietary to that àrm or produced by a third party and made available by that àrm. In such instances, the broker, in agreeing to provide the research service, frequently will indicate to Heartland a speciàc or minimum amount of commissions, which it expects to receive by reason of its provision of the particular research service. Although Heartland does not agree to direct a speciàc or minimum commission amount to a àrm in that circumstance, Heartland does maintain an internal procedure to identify those brokers who provide it with research services and the value of such research services, and endeavors to direct sufàcient commissions to ensure the continued receipt of research services Heartland believes are useful in managing client accounts. Heartland also may receive soft dollar research on riskless principal transactions in accordance with applicable regulatory requirements. 10  BROCHURE (ADV PART 2A) Heartland also believes such research services are useful in its investment decision-making process by, among other things, providing access to resources that might not be available to Heartland absent such arrangements. Heartland engages in “step-out” brokerage transactions subject to best price and execution. Generally, in a “step- out” transaction, Heartland directs a trade to a broker with an instruction to execute the transaction, but “step-out” a portion of the transaction to a second broker who clears and settles that portion of the trade. Each broker in a step-out transaction receives a commission based on the portion of the transaction that it clears and settles. Heartland engages in step-out transactions primarily to satisfy directed brokerage arrangements for its client accounts and/or to pay commissions to brokers who supply research or brokerage services. Heartland has an incentive to engage in step-out transactions to generate additional commissions or soft dollars, which creates a conáict of interest. Heartland has established procedures reasonably designed to address such conáicts, including review of step-out transactions by its Brokerage Committee. In a few instances, Heartland receives products or services from brokers that it uses both for investment research and for administrative, marketing, or other non-research or brokerage purposes. Heartland has a policy of not allocating brokerage business in return for products or services other than brokerage or research services in accordance with the provisions of Section 28(e) of the Securities Exchange Act of 1934, as amended. In such instances, Heartland makes a good faith effort to determine the relative portion of its use of such product or service that is for investment research or brokerage, and that portion of the cost of obtaining such product or service is paid through brokerage commissions generated by client transactions, while the remaining portion of the costs of obtaining the product or service is paid directly by Heartland. In making such allocations, Heartland has a conáict of interest because it is deciding how much the Firm will pay directly versus client brokerage commissions, and has established procedures reasonably designed to address such conáicts. Heartland’s Chief Compliance Ofàcer and Director of Trading determine together what proportion of a product is paid with soft dollars or directly by Heartland. This determination is reviewed by the Brokerage Committee and the HGI Funds’ Board of Directors. Research or brokerage products or services provided by brokers are used by Heartland in servicing any or all of its clients, and such research products or services may not necessarily be used by Heartland in connection with client accounts which paid commissions to the brokers providing such product or service. Heartland does not attempt to allocate soft dollar beneàts to client accounts proportionately to the soft dollar commissions the accounts generate. The HGI Funds currently generate a majority of the soft dollars, and other accounts beneàt from the amounts accrued. Additionally, some client accounts do not generate any soft dollars, but receive the beneàts from client accounts that do. Clients could pay higher commissions to brokers than might be charged if a different broker had been selected, if, in Heartland’s opinion, this policy furthers the objective of obtaining best price and execution. Investment Opportunity Allocation and Aggregation In general, Heartland allocates investment opportunities on a random or pro rata basis, with available cash being a major consideration, among discretionary clients that have comparable investment objectives and positions where sufàcient quantities or trading volumes of a security exist. However, because many of the securities owned by Heartland’s clients have a limited trading market, it may not be possible to purchase or sell a sufàcient quantity of a security at a particular time to allocate among all clients that have comparable investment objectives and positions. In other instances, because of the nature of the markets for securities with lower volume, it may take a signiàcant period of time to accumulate or dispose of a position in such securities at a price deemed acceptable by Heartland. In such cases, the price of the security will áuctuate over time and it could be desirable to allocate trades to a particular client or group of clients in order to accumulate or dispose of a position of reasonable size in relation to the size of the account with as little disruption of the market as possible. There are also situations where an investment opportunity, in particular a new idea, is only allocated to those accounts that the portfolio manager reasonably believes have sufàcient size and diversiàcation. Heartland can obtain proprietary and third party research through client commission arrangements. In a client commission arrangement, Heartland agrees with a broker effecting trades for Heartland’s client accounts that a portion of the commissions paid by the accounts will be credited to purchase research services either from the executing broker or another broker, as directed from time to time by Heartland. The client commission arrangements, as well as the research provided in connection with such arrangements, are intended to comply with Section 28(e) of the Securities Exchange Act of 1934, as amended, and the SEC’s related interpretative guidance. Participating in client commission arrangements enables Heartland to consolidate payments for research services through one or more channels using accumulated client commissions. Such arrangements also help to facilitate Heartland’s receipt of research services and ability to provide best execution in the trading process. To assure that clients, including model portfolio clients, are treated fair and equitably, Heartland utilizes a rotation process, as necessary, when placing trades for clients. There are many factors used to determine when trade rotation is necessary. Among them, but not exclusive to the decision making process, is order size, liquidity, and price sensitivity. The inclusion of model portfolio clients in Heartland’s trade rotation may result in Heartland competing against the model Program Sponsor when executing securities transactions. Heartland has adopted policies and procedures reasonably designed to minimize the impact of such simultaneous trading. 11  BROCHURE (ADV PART 2A) Heartland is sensitive to the competition concerns that such rotation transmissions present. In the case of less liquid securities, Heartland seeks to mitigate competition concerns through the use of limit orders and speciàc price targets. There may be exigent circumstances where it is determined that simultaneous communications and trading is not in the best interest of clients. Under those circumstances, Heartland maintains the áexibility, consistent with fair and equitable treatment of clients, to vary from its Trading Policies by using, among other things, a trade rotation process which may result in alternating its standard procedures. Where a client has a directed brokerage arrangement and/or negotiated a separate commission rate with that broker (which includes most clients receiving investment management services from Heartland through a wrap program), trades for that client may or may not be included in an aggregated trade. When not aggregated, trades for the account could be executed before or after aggregated orders for other clients, which could result in different prices with different trading costs. Among other things, client-directed brokerage could result in (a) Heartland being unable to seek best price and execution by placing transactions with other brokers and (b) the client foregoing beneàts from savings on execution costs that might otherwise be obtained from aggregation of brokerage orders for clients. As a result, client-directed accounts could have performance that is different from that of comparable, non-directed client accounts. In order to seek the fair treatment of all clients, while recognizing the inherent need for áexibility, especially in the micro-cap and small-cap markets and the markets for certain àxed income securities, it is Heartland’s policy to allocate investment opportunities, purchases, and sales among clients on a basis that considers the characteristics and needs of the clients, including their respective investment objectives, current securities positions, cash available for investment or their cash needs, and similar factors based on the portfolio manager’s best judgment under the circumstances. See Item 16: Investment Discretion for additional information regarding Heartland’s investment allocation procedures. Generally, Heartland will execute all securities transactions for wrap fee accounts through the broker-dealer sponsoring the wrap fee program because the commission charge is included in the wrap fee payable to the program sponsor. Accordingly, trades effected through the broker-dealer sponsoring the program avoid additional transaction costs to the client. Similar to directed brokerage transactions discussed above, trades for wrap fee accounts could be executed before or after aggregated orders for other clients. Heartland has adopted procedures reasonably designed to ensure that clients are treated fairly and equitably in the execution of orders for wrap fee accounts. In order to ensure clients are treated fairly and equitably, Heartland allocates investment opportunities on a random or pro rata basis, including those for wrap fee accounts. In addition, the Brokerage Committee reviews on a periodic basis a trade rotation report which shows the order in which certain trades, including directed brokerages, were àlled. When appropriate, Heartland aggregates purchases or sales of securities and allocates such trades among two or more clients. By so doing, Heartland reasonably believes that over time it will be able to decrease brokerage and transaction costs to its clients through volume discounts, reduce brokerage commissions through negotiations not available to purchasers or sellers of smaller volumes of securities and/or obtain better pricing than is possible for smaller trades. In general, an aggregated purchase or sale order that is only partially àlled will be allocated on either a random or pro rata basis among the clients participating in the order. Generally, clients participating in aggregated trades will receive the same average execution price on any given aggregated order on a given business day and transaction costs will be shared pro rata based on each client’s participation in the transaction. Trade Errors Heartland has adopted Trading Policies and Procedures (the “Trading Policy”), as may be amended from time to time, to address potential conáicts of interest and trading issues related to providing investment advisory services to its clients. The Trading Policy sets forth the policies and procedures that Heartland follows when addressing a trade error in a client account. Heartland considers a trade error to be an unintentional mistake, such as purchasing instead of selling a security, purchasing (or selling) an incorrect amount of a security, or purchasing (or selling) a security in contradiction of an applicable guideline. Heartland’s Brokerage Committee is responsible for ensuring that any such trade error is corrected in accordance with procedures reasonably designed to ensure that such error is promptly identiàed, corrected, and documented. In correcting a trade error, Heartland will generally reimburse a client’s account for any losses arising from the error and any proàts related to the error will generally remain in the client’s account. Directed Brokerage Heartland permits clients to direct transactions to a certain broker (“directed brokerage”). If a client requires Heartland to direct transactions to a certain broker, Heartland may be unable to achieve best execution for those transactions because it is unable to direct the transaction based on costs and broker capabilities. Directed brokerage may cost clients more money. For example, in a directed brokerage account, the client may pay higher brokerage commissions because Heartland may not be able to aggregate orders to reduce transaction costs or the client may receive less favorable prices. 12  BROCHURE (ADV PART 2A) Occasionally, the difference from the trade error is so small that it is deemed de minimis and retained by the broker in accordance with their policies and procedures. The Mutual Funds have adopted trade error policies and procedures that conform with SEC guidance and industry standards. Item 13: REVIEW OF ACCOUNTS Heartland’s Investment Policy Committee monitors client accounts on at least a quarterly basis. Portfolio structure, selection, and execution for an account are reviewed by the applicable Portfolio Manager on an ongoing basis, usually several times a week. On a periodic basis, Heartland’s Operations and Legal/ Compliance Teams review accounts and performance calculations, and perform tests or reviews on process controls, as necessary. From time to time, a client may need to establish a new custodial relationship in order to obtain Heartland’s investment management services. Under these circumstances, the client may ask Heartland to suggest an appropriate custodian for the client’s account. When suggesting a custodian, Heartland will generally consider the execution, clearance, settlement, and other services offered by a custodian. In addition, Heartland could suggest an unafàliated custodian who frequently provides custodial services for other clients of Heartland. There could be a conáict of interest when Heartland suggests such a custodian. Although Heartland suggests possible custodians to clients, the client must independently choose the custodian and set up a relationship/account with the custodian. Clients must also receive independent communications from their chosen custodian. Custodians do not compensate Heartland in any way for suggesting a client use them as a custodian. Item 16: INVESTMENT DISCRETION Clients receiving investment management services typically receive written reports at least quarterly, showing current account size, investment performance for the current quarter and year-to-date, and the investment performance of one or more relevant benchmarks. With respect to wrap program arrangements, UMAs and subadvisory accounts, reporting is typically provided by the Program Sponsor. Heartland uses a composite to report performance, which contains multiple portfolio managers who manage client portfolios in a similar investment strategy. Within the composite, some portfolios may be managed more or less conservatively subject to individual client restrictions. In addition, the management style of these managers can differ, which will result in performance differences between portfolios in the same composite. Item 14: CLIENT REFERRALS AND OTHER COMPENSATION Clients may choose to retain Heartland as investment advisor with or without granting investment discretion. Where a client chooses to grant investment discretion, Heartland performs its advisory services by exercising full discretionary authority pursuant to an Investment Advisory Agreement. In granting full discretionary authority to Heartland, there is no limitation on Heartland’s authority to select securities, or the amount of securities to purchase or sell, except as set forth in the account’s investment objectives and any applicable guidelines. Where a client does not choose to grant investment discretion to Heartland, Heartland makes investment recommendations to the client as to which securities are to be purchased or sold, and the amounts to be purchased or sold. Upon approving the recommended transactions, the client can request that Heartland direct the execution of purchase or sale orders to implement the recommended transactions for the client’s account; however, the client retains discretion over the transaction. Heartland does not currently compensate any person who is not a supervised person for client referrals, and Heartland does not receive compensation or other economic beneàt from someone who is not a client. From time to time, Heartland compensates employees who introduce clients to various products or separately managed accounts for which Heartland serves as investment advisor. Item 15: CUSTODY Heartland’s authority is subject to client-imposed restrictions, for example, where the client restricts or prohibits transactions in certain types of securities. These restrictions may affect the performance of the client’s account relative to comparable accounts. In addition, Heartland’s authority may also be limited in cases where a client directs or otherwise suggests that securities transactions be effected through a speciàc broker. See Item 12: Brokerage Practices for more information. Heartland does not act as custodian for any clients; however Heartland is deemed to have custody to the extent it deducts advisory fees directly from a client’s account. Please see Item 5: Fees and Compensation for more information regarding fees. All clients must appoint a qualiàed custodian, such as a broker/dealer, bank, or trust company (a “custodian”), to maintain custody over their assets. All Heartland clients should receive quarterly account statements directly from their custodian. Heartland advises its clients to review the custodian’s statements carefully and to compare the information in Heartland’s client statements with the information in statements provided by the custodian. 13 Clients can also include certain assets in their account managed by Heartland that are not subject to Heartland’s supervision or discretionary authority. Such assets shall be designated by clients and Heartland as “Unsupervised Assets.” Unsupervised Assets can include investments that are not purchased or recommended by Heartland but that a client chooses to hold in their account. Heartland does not provide any advice or management of Unsupervised Assets; therefore, clients do not pay Heartland any investment advisory fees for Unsupervised Assets.  BROCHURE (ADV PART 2A) In addition, Heartland may withhold votes or vote against management as a means of communicating Heartland’s dissatisfaction with management’s performance. Heartland also generally votes against signiàcant compensation increases or compensation not tied to company performance where Heartland believes that a company is underperforming and/or management has not added value to the company. It is each client’s sole responsibility to make all determinations regarding Unsupervised Assets in their Heartland account, including their retention or sale. Clients agree to accept full responsibility for the risks associated with any Unsupervised Assets held, including the risk of loss and the risk of concentrated positions in securities. Heartland shall not be responsible for the valuation of Unsupervised Assets Heartland is not responsible for reporting Unsupervised Assets to the clients. With respect to its services as an advisor to institutional clients, such as pension/proàt sharing plans and endowment funds, Heartland provides these services to most accounts on a fully discretionary basis, subject to the overall review by the àduciaries of these accounts. This authority is subject to speciàc investment restrictions and requirements of the various accounts. See Item 7: Types of Clients for information regarding the requirements for establishing an account and providing authority. Item 17: VOTING CLIENT SECURITIES Heartland considers and votes, or abstains from voting, all proxy proposals on an individual basis, for each company and proposal. Subject to the oversight of its Investment Policy Committee, Heartland’s Legal/Compliance Team is responsible for monitoring and voting proxies, either electronically through Glass Lewis & Co.’s electronic delivery platform (“Glass Lewis”) or directly with the appropriate company. The Legal/Compliance Team reviews proxy proposals and provides all relevant information to the applicable Heartland analyst responsible for determining how Heartland will vote a particular proxy. For each proxy, Heartland also considers whether there are any speciàc facts and circumstances that may give rise to a material conáict of interest on the part of Heartland in voting the proxy. If it is determined that a material conáict of interest may exist, the proxy shall be voted consistent with the recommendations of Glass Lewis or referred to Heartland’s Investment Policy Committee to decide if Heartland may vote the proxy or if the proxy should be forwarded to the client to vote. All instances where Heartland determines a material conáict of interest may exist are resolved in the best interest of the applicable client. For each proxy, Heartland maintains all related records as required by applicable law. A client can obtain a copy of Heartland’s Statement of Policy Regarding Proxy Voting, or a copy of the speciàc voting record for the account, by calling Heartland at 1-888-505-5180, or writing to Heartland at 790 North Water Street, Suite 1200, Milwaukee, Wisconsin 53202. Clients who retain proxy voting authority will generally receive proxy materials directly from their custodian or a transfer agent. Clients can contact Heartland at the above phone number with questions about a particular solicitation. Item 18: FINANCIAL INFORMATION Heartland does not have any ànancial conditions reasonably likely to impair its ability to meet its contractual commitments to its clients. OTHER INFORMATION Unless a client speciàcally reserves the right to vote proxies, Heartland will use its best efforts to vote the shares owned by a client in accordance with Heartland’s Statement of Policy Regarding Proxy Voting (“Proxy Statement”). Even if a client gives Heartland the right to vote proxies, the client may direct Heartland’s vote in a particular solicitation by providing Heartland with prior written notice and written proxy voting instructions. Heartland’s Proxy Statement is subject to change as necessary to remain current with applicable rules and regulations, and internal policies and procedures. In general, Heartland votes proxies in a manner designed to maximize the value of a client’s investment. With respect to each proxy proposal, Heartland will consider, among other factors, the period of time that the particular security is expected to be held for an account, the size of the holding, the costs involved with the proxy proposal, the existing corporate governance structure, and the current management and operations for the particular company. There are instances in which Heartland elects not to vote, such as when Heartland determines the cost or burden exceeds the expected beneàt or when refraining from proxy voting is otherwise in the best interest of the client. Often, Heartland votes proxies in accordance with management’s recommendations. However, in situations where Heartland believes that management is acting on its own behalf or acting in a manner that is adverse to the rights of the company’s shareholders, Heartland will not vote with management. For example, Heartland may not vote with management regarding: (1) (2) (3) Privacy Policy Heartland respects its clients’ right to privacy. Heartland understands that the privacy and security of its clients’ nonpublic personal information is important, and therefore, Heartland maintains safeguards reasonably designed to protect client data from unauthorized access. Heartland does not sell this information to anyone and only shares such information with others as permitted by law or for the purpose of serving clients’ investment needs. (4) poison pill proposals; proposals that Heartland believes are attempts by management to insulate itself from accountability; proposals that deter potential interests in an acquisition or other corporate transactions at a fair price; or proposals that represent less than fair value for the company. 14  BROCHURE (ADV PART 2A) What Information Heartland Collects Heartland collects only information that is either required or necessary to provide personalized investment services to its clients. Any information a client chooses to provide is kept conàdential and allows Heartland to:    How Heartland Protects Your Information For your protection, Heartland restricts access to clients’ nonpublic personal information to those individuals who need to know that information to provide products and services to a client. Heartland maintains physical, electronic, and procedural safeguards that are reasonably designed to comply with federal standards to maintain the conàdentiality of client nonpublic personal information. The accuracy and protection of client personal information is important to Heartland.   Service client accounts; Deliver products and services that may be of interest to clients; Prevent unauthorized access to client accounts; Improve client service; and Comply with legal and regulatory requirements.   How to Contact Heartland Clients may limit Heartland’s afàliates in the Heartland group of companies from marketing their products or services based on personal information that Heartland collects and shares with them. A client’s choice to limit marketing offers from Heartland’s afàliates will apply until a client requests a change to his/her choice. A client’s choice to limit marketing offers from Heartland’s afàliates will not affect their ability to receive marketing materials directly from Heartland. If a client has already made a choice to limit marketing offers from Heartland’s afàliates, they do not need to act again. To limit marketing offers, contact Heartland at the telephone number listed below.  Depending on the nature of a client’s relationship with Heartland, nonpublic personal information such as name, address, Social Security Number, telephone number, and income may be collected from the following sources: Information Heartland receives from clients on applications or other forms, on Heartland’s web site, or through other means; Information Heartland receives from clients through transactions, correspondence, and other communications with Heartland, Heartland afàliates, and others; and Information Heartland otherwise obtains from clients in connection with providing them a ànancial product or service. Clients can correct, update, or conàrm their personal information and limit marketing offers from Heartland’s afàliates by calling Heartland at 1-888-505-5180. Class Action Claims Heartland does not take responsibility with respect to àling class action claims on behalf of its clients. Heartland has retained a third-party service provider to provide class action litigation monitoring and securities claim àling administration services involving securities held or previously held in client accounts. All clients are currently included in this service unless they have opted out. Clients may opt out of the service in Heartland’s client agreement or by notifying Heartland in writing. If a client opts out, Heartland will not monitor class action àlings for that client. For participating clients, Heartland will provide client account data to the service as necessary for the service to àle and process claims. The service provider currently charges a contingency fee equal to a percentage of the amount of each claim settlement award, which is deducted from the client’s award at the time of payment. The fee is contingent upon the successful completion and distribution of the settlement proceeds from a class action lawsuit. What Information Heartland Shares Heartland does not share the information collected about its clients or former clients with any third parties, except as required or permitted by law or for the purpose of servicing client needs. This means Heartland may disclose the information collected to companies who help maintain and service client accounts. For example, Heartland may share information with a transfer agent or clearing broker to process client securities transactions and update client accounts or to an external service provider so that client account statements can be printed and mailed. These companies are only permitted to use this information for the services for which Heartland hired them, and are not permitted to use or share this information for any other purpose. Heartland will share information with afàliates if the information is required to provide a product or service a client requested. Additionally, Heartland may share information with its afàliates about clients or client accounts in order to make clients aware of services and products which Heartland thinks may be of interest or value to them. Marketing from Heartland’s afàliates may also include invitations to events sponsored by them. Afàliates are companies in the Heartland group of companies, such as Heartland Advisors and the Heartland Mutual Funds. Heartland may also disclose nonpublic personal information to government agencies and regulatory organizations when permitted or required by law. 15  BROCHURE (ADV PART 2A) Information for Retirement Accounts Fiduciary Acknowledgment As part of Heartland’s investment advisory services, we may provide recommendations and advice regarding your retirement plan (“Plan”) account, IRA or other similar accounts (“Retirement Accounts”). When we provide investment advice to you regarding your Retirement Account, we are àduciaries within the meaning of Title I of the Employee Retirement Income Security Act of 1974 or the Internal Revenue Code of 1986, as applicable, which are laws governing Plans and IRAs. Heartland is required to act in your best interest and not put our interest ahead of yours. Educational Information Not all services or activities that we provide to your Retirement Accounts are àduciary investment advice subject to these retirement laws. For example, we are not àduciaries when we provide:  General information and education about the ànancial markets, asset allocations or the advantages and risks of different asset classes as investment alternatives; or Financial Intermediary Compensation From time to time, Heartland compensates third party service providers, brokers, advisors, or other ànancial intermediaries for providing record keeping, sub- accounting, marketing or other administrative services to their clients in connection with an investment in the Mutual Funds. These fees are in addition to any distribution, administrative, or shareholder-servicing fees paid by the Mutual Funds, out of the Mutual Funds’ assets, to the ànancial intermediary. In addition, and in accordance with applicable law and Heartland’s current Business Conduct Rules, Heartland can also provide non- cash compensation, such as gifts, meals, tickets or event sponsorship, to representatives of various intermediaries who offer Heartland services or refer clients to Heartland. In order to market Heartland’s services, Heartland can provide training and education to selected ànancial intermediaries. Expenses paid by Heartland will include the travel, lodging, and food expenses connected with the training. Furthermore, Heartland can pay to attend conferences sponsored by unafàliated investment àrms which refer clients to Heartland. These costs are borne from Heartland’s advisory fees and are not additional expenses to the client.  Portfolio Holdings Disclosure General information and education about factors to consider when deciding whether to rollover or transfer Retirement Account assets to Heartland. Plan Rollovers Heartland or a Heartland representative can provide general information and education to you about factors to consider when deciding whether to move assets in your Plan to Heartland. Heartland and its representatives do not currently provide recommendations regarding rollovers from your Plan to a Heartland account. From time to time, Heartland makes available to third parties current or historical information regarding the portfolio holdings of certain separate account strategies and the Mutual Funds. These third parties include rating agencies, industry trade groups, consultants, and ànancial publications. In compliance with applicable law and consistent with its àduciary duties, Heartland will generally only release such information when it is otherwise publicly available, when there is a validly- executed agreement imposing a duty of conàdentiality on the other party and covering the use of the information, or when Heartland reasonably believes that the release will not be detrimental to the best interests of the applicable client. With respect to the portfolio holdings of the Mutual Funds, such disclosures are also subject to the Mutual Funds’ respective policy regarding disclosure of portfolio holdings. Services Delegated by Heartland From time to time, Heartland delegates portfolio accounting, recordkeeping or other services it provides on behalf of clients to third parties for certain reasons, including efàciency and economic considerations. In such instances, Heartland maintains policies and procedures with respect to delegated services to ensure that adequate controls are in place. Heartland will provide client account data to the third party as necessary for the party to provide the delegated services, subject to the safeguards in Heartland’s Privacy Policy. 16