Why am I receiving a Proxy Statement?
You are receiving a Proxy Statement and your proxy card because you have the right to vote on important proposals concerning the Heartland Funds.
What are the two proposals about?
Proposal 1: Election of Directors to the Board
The Board has voted to increase the number of directors from four to six, which will result in two vacancies on the Board.
To fill these vacancies, the Board recommends two new director nominees who would be independent directors of Heartland Funds:
The Board also recommends that you re-elect the current directors:
Mr. Ward Armstrong
Mr. Dale Kent
Mr. Robert Rudell
Mr. Will Nasgovitz
For more information regarding the qualifications of each nominee, please read their biographies included in the proxy statement that was mailed to you.
Proposal 2: New Advisory Agreement between Heartland Advisors and Heartland Funds
As part of Heartland Advisors’ succession plan, Mr. Bill Nasgovitz is transferring a controlling interest in the firm to his son, Mr. Will Nasgovitz.
As part of this change, a New Advisory Agreement is required between Heartland Funds and Heartland Advisors. As a result, we are asking shareholders of each Fund to approve the New Advisory Agreement.
Why is this change occurring?
The change is part of a long-term succession plan. Please note that if the New Advisory Agreement is approved by Heartland Funds shareholders, Heartland Advisors will remain 100% employee-owned, and the Nasgovitz family will continue to be its majority owner.
Will the change of control lead to Mr. Bill Nasgovitz’s retirement?
No. Mr. Bill Nasgovitz will remain the Chairman of Heartland Advisors and a co-portfolio manager of the Value Fund.
Will the change of control result in any changes to the Heartland Funds?
No. The proposed change of control is not expected to change in any way the day-to-day operations of the Funds. The Funds’ investment goals and investment policies will not change as a result of the proposed change of control of Heartland Advisors.
Will the investment advisory fee be the same upon approval of the New Advisory Agreement?
Yes. The investment advisory fee for each Fund will not change.
How does the Board recommend that I vote?
The members of the Board, the majority of whom are independent directors of Heartland Funds, recommend that you vote:
The reasons for the Board’s recommendations are discussed in more detail in the Proxy Statement that was mailed to you.
When will the change of control of Heartland Advisors take place?
Assuming the New Advisory Agreement is approved by the shareholders of each Heartland Fund, the change of control of Heartland Advisors is expected to take place in the second quarter of 2022.
Does my vote matter?
Yes. Every vote counts, and your vote is very important to us. If you do not vote to approve the New Advisory Agreement, and a sufficient number of votes are received to approve the Agreement, then the shareholder meeting will likely be adjourned to allow for additional solicitation of votes.
Who to Contact with Questions
Contact the Shareholder Services Team at 800-432-7856, or send an email. The Team is available 8 a.m. to 7 p.m. CT, Monday to Friday.