Heartland Advisors, Inc., William J. Nasgovitz, Paul T. Beste,Thomas J. Conlin, Greg D. Winston, Kevin D. Clark, Kenneth J. Della, and Hugh F. Denison

UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION

Securities Exchange Act of 1934
Release No. 61481 / February 3, 2010

Administrative Proceeding
File No. 3-12936

Notice is hereby given, pursuant to Rule 1103 of the Securities and Exchange Commission's ("Commission") Rules on Fair Fund and Disgorgement Plans, 17 C.F.R. § 201.1103, that the Division of Enforcement has submitted to the Commission a proposed plan for the distribution of the Fair Fund in this matter ("Distribution Plan").

On January 25, 2008, the Commission entered an Order instituting and simultaneously settling public administrative and cease-and-desist proceedings against Heartland Advisors, Inc. ("Heartland Advisors"), William J. Nasgovitz ("Nasgovitz"), Paul T. Beste ("Beste"), Thomas J. Conlin ("Conlin"), Greg D. Winston ("Winston"), Kevin D. Clark ("Clark"), Kenneth J. Della ("Della"), and Hugh F. Denison ("Denison") (collectively, "Respondents"), based on Heartland Advisors' mispricing certain bonds owned by two mutual funds that Heartland Advisors managed, and Heartland Advisors' failure to effectively communicate important facts concerning its efforts to evaluate bond issuers. In the Order, the Commission ordered distribution of the $3,907,095 paid by Heartland Advisors, Nasgovitz, Beste, Conlin, Winston, Clark, and Della.

OPPORTUNITY FOR COMMENT

Pursuant to this Notice, all interested parties are advised that they may print a copy of the Distribution Plan from the Commission's public website, http://www.sec.gov. Interested parties may also obtain a copy of the Distribution Plan by submitting a written request to John E. Birkenheier, Supervisory Trial Counsel, United States Securities and Exchange Commission, 175 West Jackson Boulevard, Suite 900, Chicago, Illinois 60604. All persons who desire to comment on the Distribution Plan may submit their comments, in writing, no later than 30 days from the date of this Notice:

1. by sending a letter to the Office of the Secretary, United States Securities and Exchange Commission, 100 F Street, N.E., Washington, DC 20549-1090;
    
2. by using the Commission's Internet comment form (http://www.sec.gov/litigation.admin.shtml); or
    
3. by sending an e-mail to rule-comments@sec.gov.

Comments submitted by email or via the Commission's website should include "Administrative Proceeding File Number 3-12936" in the subject line. Comments received will be available to the public. Persons should only submit information that they wish to make publicly available.

DISTRIBUTION PLAN

The Fair Fund is comprised of the $3,907,095 paid by Heartland Advisors, Nasgovitz, Beste, Conlin, Winston, Clark, and Della, plus accumulated interest, less any federal, state, or local taxes on the interest. The Distribution Plan provides that the Fair Fund is to be distributed for the benefit of shareholders of the two mutual funds as of 4:30 p.m. Eastern Time on October 13, 2000, not including Respondents and certain other persons affiliated with the Respondents. If the Distribution Plan is approved, eligible shareholders of the mutual funds will participate in the distribution in proportion to the net asset value reductions to their accounts on October 13, 2000, subject to certain factors set forth in the Distribution Plan.

By the Commission.