LEUTHOLD FUNDS INC
485BPOS, 1996-04-30
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                                     Securities Act Registration No. 33-96634
                                     Investment Company Act Reg. No. 811-9094
   __________________________________________________________________________

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549
                           __________________________
                                    FORM N-1A
           REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
      
                         Pre-Effective Amendment No. __        [  ]

                         Post-Effective Amendment No. 1        [  ]
                                     and/or
       
   REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940  [X]
      
                              Amendment No. 2 [  ]
                        (Check appropriate box or boxes.)
                             ______________________
       
                             LEUTHOLD FUNDS, INC.             
               (Exact Name of Registrant as Specified in Charter)

                       100 North Sixth Street, Suite 700A
                              Minneapolis, Minnesota             55403  
                    (Address of Principal Executive Offices)   (Zip Code)

                                 (612) 332-9141                   
              (Registrant's Telephone Number, including Area Code)

                                           Copy to:
        David D. Deming
        Leuthold & Anderson, Inc.          Richard L. Teigen
        100 North Sixth Street             Foley & Lardner
        Suite 700A                         777 East Wisconsin Avenue
        Minneapolis, Minnesota  55403      Milwaukee, Wisconsin 53202
   (Name and Address of Agent for Service)
      
   Registrant has registered an indefinite number of shares of its common
   stock, $0.0001 par value, under the Securities Act of 1933 and will file
   its required Rule 24f-2 Notice for Registrant's fiscal year ending
   September 30, 1996 prior to November 30, 1996.
       

   Approximate Date of Proposed Public Offering:  As soon as practicable
   after the Registration Statement becomes effective.
      
   It is proposed that this filing become effective (check appropriate box): 

   [X]  immediately upon filing pursuant to paragraph (b)

   [ ]  on (date) pursuant to paragraph (b)

   [ ]  60 days after filing pursuant to paragraph (a)(1)

   [ ]  on (date) pursuant to paragraph (a)(1)

   [ ]  75 days after filing pursuant to paragraph (a)(2)

   [ ]  on (date) pursuant to paragraph (a)(2) of Rule 485.

   If appropriate, check the following box:

   [ ]  This post-effective amendment designates a new effective date for a
        previously filed post-effective amendment.
       
   __________________________________________________________________________
   The Exhibit Index is located at page __ of the sequential numbering
   system.

                               Page 1 of __ Pages

   <PAGE>
                              LEUTHOLD FUNDS, INC.

                              CROSS REFERENCE SHEET

             (Pursuant to Rule 481 showing the location in the Prospectus and
   the Statement of Additional Information of the responses to the Items of
   Parts A and B of Form N-1A.)
                                       Caption or Subheading in
                                       Prospectus or Statement of
    Item No. on Form N-1A              Additional Information     


    PART A - INFORMATION REQUIRED IN PROSPECTUS 
    1.   Cover Page                    Cover Page

    2.   Synopsis                      Fund Expenses
       
    3.   Financial Highlights          Financial Highlights; Total
                                       Return
        
    4.   General Description of        Investment Objective;
         Registrant                    Investment Policies;
                                       Investment Risks; Who
                                       Should Invest;
                                       Implementation of Policies;
                                       Investment Restrictions

    5.   Management of the Fund        Management of the Fund;
                                       Investment Adviser;
                                       Administration of the Fund

    5A.  Management's Discussion of         *
         Fund Performance

    6.   Capital Stock and Other       Dividends, Capital Gains
         Securities                    and Taxes; General
                                       Information; Other Leuthold
                                       Services

    7.   Purchase of Securities Being  The Share Price of the
         Offered                       Fund; Opening an Account
                                       and Purchasing Shares; When
                                       Your Account Will be
                                       Credited

    8.   Redemption or Repurchase      Selling Your Shares;
                                       Important Information About
                                       Telephone Transactions;
                                       Transferring Registration
    9.   Legal Proceedings                  *


    PART B - INFORMATION REQUIRED IN STATEMENT
             OF ADDITIONAL INFORMATION         

    10.  Cover Page                    Cover Page

    11.  Table of Contents             Table of Contents

    12.  General Information and            *
         History

    13.  Investment Objectives and     Investment Restrictions;
         Policies                      Investment Considerations 

    14.  Management of the Fund        Directors and Officers of
                                       the Corporation

    15.  Control Persons and           Directors and Officers of
         Principal Holders of          the Corporation; Ownership
         Securities                    of Management and Principal
                                       Shareholders; Investment
                                       Adviser, Administrator,
                                       Custodian, Transfer Agent
                                       and Account Services Agent

    16.  Investment Advisory and       Investment Adviser,
         Other Services                Administrator, Custodian,
                                       Transfer Agent and Account
                                       Services Agent; Independent
                                       Accountants

    17.  Brokerage Allocation          Allocation of Portfolio
                                       Brokerage

    18.  Capital Stock and Other       Included in Prospectus
         Securities                    under "General Information"

    19.  Purchase, Redemption and      Included in Prospectus
         Pricing of Securities Being   under "The Share Price of
         Offered                       the Fund"; "Opening an
                                       Account and Purchasing
                                       Shares"; "When Your Account
                                       Will Be Credited"; "Selling
                                       Your Shares"; "Important
                                       Information About Telephone
                                       Transactions"; "Transferring
                                       Registration"; Determination of
                                       Net Asset Value; Systematic
                                       Withdrawal Plan

    20.  Tax Status                    Taxes

    21.  Underwriters                            *

    22.  Calculations of Performance   Performance Information
         Data
       
    23.  Financial Statements          Financial Statements
        
   _______________________
   * Answer negative or inapplicable


      
                                    Leuthold 
                              Asset Allocation Fund

                         Leuthold Asset Allocation Fund

                              the sole portfolio of

                              Leuthold Funds, Inc.

               Supplement to the Prospectus dated October 31, 1995

                  The date of this Supplement is April 30, 1996


   The following table is to be inserted on Page 2 of the Prospectus before
   "Total Return".

   Financial Highlights

   The financial information of a share of Leuthold Asset Allocation Fund
   (the "Fund") outstanding during the period from November 20, 1995
   (commencement of operations) to March 31, 1996 included in this table has
   been derived from the financial records of the Fund without examination by
   the Fund's independent accountants, who do not express an opinion thereon.
   The table should be read in conjunction with the financial statements and
   related notes contained in the Fund's Semi-Annual Report to Shareholders,
   copies of which may be obtained, without charge, upon request.

   Net asset value, beginning of period  . . . . . . . . . .   $10.00
                                                                -----        
   Income from investment operations:
      Net investment income  . . . . . . . . . . . . . . . .     0.15
      Net realized and unrealized losses on investments  . .    (0.01)
                                                                ------       
      Total from investment operations   . . . . . . . . . .     0.14
                                                                -----        
   Less distributions from net investment income . . . . . .    (0.15)
                                                                -----        
   Net asset value, end of period  . . . . . . . . . . . . .    $9.99
                                                                ======       
   Total return(1) . . . . . . . . . . . . . . . . . . . . .     1.42%

   Supplemental data and ratios:
      Net assets, end of period  . . . . . . . . . . . .  $34,401,222        
      Ratio of expenses to average net assets(2)   . . . . .     1.25%
      Ratio of net investment income to average net assets(2)    4.49%
      Portfolio turnover rate  . . . . . . . . . . . . . . .    32.31%


   (1)      Not annualized for the period November 20, 1995 through March 31,
            1996.
   (2)      Annualized for the period November 20, 1995 through March 31,
            1996. Without expense waivers of $23,286 for the period November
            20, 1995 through March 31, 1996, the ratio of expenses to average
            net assets would have been 1.49% and the ratio of net investment
            income to average net assets would have been 4.25%.

       
   PROSPECTUS
   October 31, 1995

   LEUTHOLD 
   ASSET ALLOCATION FUND

   New Account Information:

   Investor Information Department . . . . . . . . . . . . . . 1-800-273-6886


   Table of Contents

   Fund Expenses . . . . . . . . . . . . . . . . . . . . . .  2
   Total Return  . . . . . . . . . . . . . . . . . . . . . .  2
   Investment Objective  . . . . . . . . . . . . . . . . . .  2
   Investment Policies . . . . . . . . . . . . . . . . . . .  2
   Investment Risks  . . . . . . . . . . . . . . . . . . . .  3
   Who Should Invest . . . . . . . . . . . . . . . . . . . .  4
   Implementation of Policies  . . . . . . . . . . . . . . .  4
   Investment Restrictions . . . . . . . . . . . . . . . . .  8
   Management of the Fund  . . . . . . . . . . . . . . . . .  8
   Investment Adviser  . . . . . . . . . . . . . . . . . . .  8
   Administration of the Fund  . . . . . . . . . . . . . .   10
   Dividends, Capital Gains and Taxes  . . . . . . . . . .   11
   The Share Price of the Fund . . . . . . . . . . . . . .   11
   General Information . . . . . . . . . . . . . . . . . .   12

   Shareholder Guide

   Opening an Account and Purchasing Shares  . . . . . . .   13
   Choosing a Distribution Option  . . . . . . . . . . . .   14
   Tax Caution . . . . . . . . . . . . . . . . . . . . . .   14
   Additional Information  . . . . . . . . . . . . . . . .   14
   When Your Account Will Be Credited  . . . . . . . . . .   15
   Selling Your Shares . . . . . . . . . . . . . . . . . .   15
   Important Information About Telephone Transactions  . .   16
   Transferring Registration . . . . . . . . . . . . . . .   16
   Other Leuthold Services . . . . . . . . . . . . . . . .   16
   
     
     Investment Objective and Policies

   Leuthold Funds, Inc. is an open-end diversified investment company
   consisting of a single portfolio, the Leuthold Asset Allocation Fund (the
   "Fund"), that seeks high total return (i.e., capital change plus income)
   consistent with reasonable risk over the long term. The Fund invests in
   common stocks and other equity securities, bonds and other fixed-income
   securities, and money market instruments in proportions consistent with
   their expected returns and risks as evaluated by Leuthold & Anderson,
   Inc., the Fund's adviser (the "Adviser"). See "INVESTMENT POLICIES" and
   "IMPLEMENTATION OF POLICIES." The Adviser believes that seeking high total
   return necessarily involves minimizing market risk. There is no assurance
   that the Fund will achieve its stated objective.


   Opening an Account
     
   To open a regular (non-retirement) account, please complete and return the
   Purchase Application. If you need assistance in completing this Form,
   please call our Investor Information Department. The minimum initial
   investment is $10,000 or $1,000 for Uniform Gifts/Transfers to Minors Act
   accounts and Individual Retirement Accounts (IRAs). To open an IRA, please
   use a Leuthold IRA Application. To obtain a copy of this form, call 1-800-
   273-6886, Monday through Friday from 8:00 a.m. to 7:00 p.m. (Central
   time). The Fund is offered on a no-load basis (i.e., there are no sales
   commissions or 12b-1 fees). However, the Fund incurs expenses for
   investment advisory and administrative services.


   About This Prospectus
     
   This Prospectus is designed to set forth concisely the information you
   should know about the Fund before you invest. It should be retained for
   future reference. A "Statement of Additional Information" containing
   additional information about the Fund has been filed with the Securities
   and Exchange Commission. Such Statement is dated October 31, 1995 and has
   been incorporated by reference into this Prospectus. A copy may be
   obtained without charge by writing to the Fund or by calling the Investor
   Information Department.


   THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
   AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE
   SECURITIES AND EXCHANGE COMMISSION OR ANY STATE COMMISSION PASSED UPON THE
   ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
   CONTRARY IS A CRIMINAL OFFENSE.

   Fund Expenses
     
   The following table illustrates all expenses and fees that you would incur
   as a shareholder of the Fund. The Annual Fund Operating Expenses are based
   on the estimated amount set forth in the table.


   Shareholder Transaction Expenses Sales Load
    Imposed on Purchases                                       None
   Sales Load Imposed on Reinvested Dividends                  None
   Redemption Fees                                             None*
   Exchange Fees                                               None

   Annual Fund Operating Expenses
     Management Fees                                           0.90%
   12b-1 Fees                                                  None
   Other Expenses (after estimated 
     reimbursements) (1)                                       0.35%

       Total Fund Operating Expenses 
     (after estimated reimbursements) (1)                      1.25%

     * A fee of $7.50 is charged for each wire redemption.

   (1) Other Expenses and Total Fund Operating Expenses are estimated and
   reflect the fact that the Fund's investment adviser has voluntarily agreed
   to reimburse the Fund to the extent necessary to ensure that Total Fund
   Operating Expenses do not exceed 1.25% of the average daily net assets of
   the Fund. Absent reimbursement, Other Expenses and Total Fund Operating
   Expenses for the Fund for the fiscal year ending September 30, 1996 are
   estimated to be 0.70% and 1.60%, respectively.

   The purpose of this table is to assist you in understanding the various
   costs and expenses that you would bear directly or indirectly as an
   investor in the Fund.

   The following example illustrates the expenses that you would incur on a
   $1,000 investment over various periods, assuming  (1) a 5% annual rate of
   return and (2) redemption at the end of each period. As noted in the table
   above, the Fund charges no redemption fees of any kind.

                     1 Year            3 Years
                      _____             ______
                       $13               $40

   This example should not be considered a representation of past or future
   expenses or performance. Actual expenses may be higher or lower than those
   shown.


   Total Return
     
   From time to time the Fund may advertise its total return. Total return
   figures are based on historical earnings and are not intended to indicate
   future performance. An investment in the Fund will fluctuate in value and
   at redemption its value may be more or less than the original investment.
   The "total return" of the Fund refers to the average annual compounded
   rates of return over stated periods or for the life of the Fund (which
   periods will be stated in the advertisement) which, if applied to an
   initial investment in the Fund at the beginning of a stated period and
   compounded over the period, would result in the redeemable value of the
   Fund at the end of the stated period. The calculation assumes reinvestment
   of all dividends and distributions and reflects the effect of all
   recurring fees.

   Additionally, the Fund may compare its performance to that of the Standard
   & Poor's 500 Composite Stock Price Index ("S&P 500 Index") and the Lehman
   Brothers Intermediate Government/Corporate Bond Index.


   Investment Objective
     
   The Fund seeks high total return consistent with reasonable risk over the
   long term 

   The objective of the Fund is to seek high total return (i.e., capital
   change plus income) consistent with reasonable risk over the long term.
   Capital change includes both realized and unrealized changes. The Fund's
   investment adviser, Leuthold & Anderson, Inc. (the "Adviser"), believes
   that seeking high total return necessarily involves minimizing market
   risk. The Adviser believes that maintaining profits when the market
   declines is as important as earning profits. There is no assurance that
   the Fund will achieve its stated objective.


   Investment Policies
     
   The Fund invests in equity securities, fixed-income securities and money
   market instruments in varying proportions

   The Fund will allocate its assets among common stocks and other equity
   securities, bonds and other fixed-income securities, and money market
   instruments. The Fund may also invest indirectly in such securities
   through investments in registered investment companies. See
   "IMPLEMENTATION OF POLICIES" for a discussion of the types of equity and
   fixed-income securities in which the Fund may invest. The Adviser
   allocates the Fund's assets among equity securities, fixed-income
   securities and money market instruments in proportions which reflect the
   anticipated returns and risks of each asset class. The estimates of return
   and risk are developed based upon the Adviser's disciplined valuation
   methodology. There are no limitations on the amount of the Fund's assets
   which may be allocated to each of the three asset classes (equity
   securities, fixed-income securities and money market instruments).
   However, except under what the Adviser considers unusual circumstances,
   equity securities will comprise 30% to 70% of the Fund's total assets.
   Fixed-income securities also typically will constitute 30% to 70% of the
   Fund's total assets. Money market instruments will rarely exceed 20% of
   the Fund's total assets. For purposes of determining such proportions,
   investments in equity funds will be classified as equity securities,
   investments in fixed-income funds will be classified as fixed-income
   securities and investments in money market funds will be classified as
   money market securities. The Fund is managed without regard to tax
   ramifications.

   In estimating the relative attractiveness of each asset class, the Adviser
   takes into account various factors. The Adviser initially begins the
   allocation process by analyzing the government bond market, both domestic
   and foreign, considering both economic and monetary factors and
   forecasting the trend of inflation. It attempts to determine what risks
   and returns U.S. Treasury securities present over the next one to five
   years. The Adviser then assesses the probability that common stocks as an
   asset class will perform better. In doing so, it will consider The
   Leuthold Group's Major Trend Index, which index comprises over 170
   individual components that are evaluated weekly. Key elements include
   stock market intrinsic value benchmark studies, economic and monetary
   factors, inflation and interest rate levels and trends, equity investor
   attitudinal factors, equity supply/demand considerations and technical
   stock market measures.

   Once expected return and volatility (risk) estimates are developed for
   each asset class, the Adviser will implement a particular allocation
   strategy. See "Implementation of Policies" for a description of the
   securities in which the Fund invests and other investment practices of the
   Fund.

   The investment objective and policies of the Fund (other than those
   indicated in "Investment Restrictions") are not fundamental and so may be
   changed by the Board of Directors without shareholder approval. However,
   shareholders would be notified at least 30 days in advance prior to a
   material change in either.


   Investment Risks
     
   The Fund is subject to stock and bond market risk

   Depending on the Adviser's allocation of the Fund's assets among stocks,
   bonds and money market instruments, investors in the Fund may be exposed
   to the market risk of common stocks and bonds.

   Stock market risk is the possibility that stock prices in general will
   decline over short or even extended periods. This risk is in addition to
   the risks inherent in the individual stock selections made by the Adviser
   which are discussed in "Implementation of Policies."

   Bond market risk is the potential for fluctuations in the market value of
   bonds. Bond prices vary inversely with changes in the level of interest
   rates. When interest rates rise, the prices of bonds fall; conversely,
   when interest rates fall, bond prices rise. While bonds normally fluctuate
   less in price than stocks, there have been extended periods of cyclical
   increases in interest rates that have caused significant declines in bond
   prices. The risk of bonds declining in value, however, may be offset in
   whole or in part by the higher level of income that bonds provide. In
   addition to bond market risks, individual issues of bonds may be subject
   to the risk that the issuer may not be able to make scheduled interest and
   principal payments. This risk is discussed in "Implementation of
   Policies."

   While the Fund invests in stocks, bonds and money market instruments in
   varying proportions, investors should not construe the Fund as a balanced
   investment program offering relatively stable allocations among these
   asset classes. Because the allocation strategy of the Adviser may, at
   certain times, result in a portfolio with a primary emphasis on common
   stocks, the Fund may from time to time exhibit a level of volatility which
   is more consistent with a common stock portfolio than a balanced
   portfolio. However, under normal circumstances, the volatility of the
   Fund's total return is expected to be less than that of a common stock
   portfolio, as represented, for example, by the S&P 500 Index.

   The Adviser may fail to anticipate market advances or declines

   Investors should also be aware that the investment results of the Fund
   depend, in part, upon the Adviser's ability to anticipate correctly the
   relative performance and risk of stocks, bonds and money market
   instruments. Historical evidence indicates that correctly timing portfolio
   allocations among these asset classes has been a difficult strategy to
   implement successfully. While the Adviser has substantial experience in
   asset allocation, there can be no assurance that the Adviser will
   correctly anticipate relative asset class performance in the future on a
   consistent basis. The Fund's investment results would suffer, for example,
   if only a small portion of the Fund's assets were allocated to stocks
   during a significant stock market advance, or if a major portion of its
   assets were allocated to stocks during a market decline. Moreover, since
   the Fund's common stock investments will not parallel the S&P 500 Index or
   any other broad market index, it is possible that the Fund's common stock
   investments may outperform or underperform the stock market in general.
   Similarly, the Fund's performance could deteriorate if the Fund were
   substantially invested in bonds at a time when interest rates moved
   adversely.


   Who Should Invest
     
   Long-term investors seeking high total return

   The Fund is designed for investors seeking high total return through an
   investment vehicle which provides an actively managed mix of equity
   securities, fixed-income securities and money market instruments. Because
   the Fund can and may have a large percentage of its portfolio invested in
   common stocks, investors in the Fund should be willing to accept certain
   risks, including the potential for sudden, sometimes substantial declines
   in market value.

   Due to the risks associated with common stock and bond investments, the
   Fund is intended to be a long-term investment vehicle and is not designed
   to provide investors with a means of speculating on short-term stock and
   bond market movements. Investors who engage in excessive account activity
   generate additional costs which are borne by all of the Fund's
   shareholders. In order to minimize such costs the Fund has adopted the
   following policies. The Fund reserves the right to reject any purchase
   request that is reasonably deemed to be disruptive to efficient portfolio
   management, either because of the timing of the investment or previous
   excessive trading by the investor. Additionally, the Fund reserves the
   right to suspend the offering of its shares.

   No assurance can be given that the Fund will achieve its objective or that
   shareholders will be protected from the risk of loss that is inherent in
   equity investing. Also, there can be no guarantee that the Adviser will
   correctly anticipate fluctuations in the stock and bond markets in its
   effort to attain high total return while minimizing risk.


   Implementation of Policies
     
   The Fund may invest in stocks and other equity securities

   In an effort to maximize its total investment return, the Fund utilizes a
   number of investment practices.

   Structuring a common stock portfolio begins with the Adviser overlaying
   current and expected economic conditions against a detailed broad sector
   (investment styles) risk/reward framework. The Adviser develops a broad
   sector strategy based on historical and expected relationships between
   large capitalization stocks (i.e., $1 billion or more) and small
   capitalization stocks (i.e., less that $1 billion); between "growth"
   stocks (high price/earnings ratio), "value" stocks (low price/earnings
   ratio) and "cyclical" stocks (economically sensitive); and between
   aggressive stock groups and defensive stock groups.

   Utilizing the broad sector (style) strategy, the Adviser determines
   individual sector/group allocations focusing on traditional economic and
   industrial sectors (e.g., housing, energy, food) as well as conceptual
   ("office of the future") and quantitative ("superior dividend payers")
   themes. The Adviser continually monitors over sixty sectors and themes
   both on a fundamental and technical basis. Finally, the Adviser selects
   individual stocks to achieve the desired sector exposure.

   Individual stocks are selected from within the sector framework, utilizing
   a detailed composite ranking system in conjunction with the judgment of
   the Adviser. The Adviser: (1) ranks each stock on numerous fundamental
   factors such as earnings growth and price/earnings ratio, technical
   factors such as price movement and relative strength, and sentiment
   factors such as insider activity and short sales ratio; (2) formulates a
   weighted composite total score for each stock; and (3) gives a ranking
   score for each stock. Stocks with the higher ranking scores are expected
   to outperform the broad market averages as well as the sector index.

   In addition to investing directly in common stocks, the Fund may invest
   indirectly in common stocks by investing in registered investment
   companies which invest in common stocks. The Fund may do so to obtain (a)
   exposure to international equity markets by investing in international
   funds, (b) increased exposure to a particular industry by investing in a
   sector fund, or (c) a broad exposure to small capitalization stocks by
   investing in small cap funds.

   The Fund may also invest in preferred stocks and warrants. Preferred stock
   has a preference over common stock in liquidation (and generally dividends
   as well) but is subordinated to the liabilities of the issuer in all
   respects. As a general rule the market value of preferred stock with a
   fixed dividend rate and no conversion element varies inversely with
   interest rates and perceived credit risk, while the market price of
   convertible preferred stock generally also reflects some element of
   conversion value. Because preferred stock is junior to debt securities and
   other obligations of the issuer, deterioration in the credit quality of
   the issuer will cause greater changes in the value of a preferred stock
   than in a senior debt security with similar stated yield characteristics.
   Unlike interest payments on debt securities, preferred stock dividends are
   payable only if declared by the issuer's board of directors. Preferred
   stock also may be subject to optional or mandatory redemption provisions.

   Warrants are securities permitting, but not obligating, their holders to
   subscribe for other securities. Warrants do not carry with them the right
   to dividends or voting rights with respect to the securities that they
   entitle their holder to purchase, and they do not represent any rights in
   the assets of the issuer. As a result, an investment in warrants may be
   considered to be more speculative than certain other types of investments.
   In addition, the value of a warrant does not necessarily change with the
   value of the underlying securities and a warrant ceases to have value if
   it is not exercised prior to its expiration date.

   The Fund may invest in fixed-income securities

   The principal components of the Fund's fixed-income portfolio typically
   will be U.S. Treasury Notes and Bonds. The Fund may also invest in
   corporate fixed-income securities, including high-yield securities
   commonly known as "junk bonds", and fixed-income securities of foreign
   issuers. The average portfolio maturity of the Fund's bond portfolio will
   depend on the Adviser's view of interest rate trends considering both
   fundamental economic indicators and technical market indicators. The Fund
   may also invest in zero coupon U.S. Treasury securities which consist of
   U.S. Treasury Notes and Bonds that have been stripped of their unmatured
   interest coupons by the U.S. Department of Treasury. A zero coupon U.S.
   Treasury security pays no interest to its holders during its life and its
   value to an investor consists of the difference between its face value at
   the time of maturity and the price for which it was acquired, which is
   generally an amount much less than its face value. Zero coupon U.S.
   Treasury securities are generally subject to greater fluctuations in value
   in response to changing interest rates than debt obligations that pay
   interest currently.

   The Fund may invest indirectly in fixed-income securities by investing in
   registered investment companies which invest in such securities. The Fund
   may do so to obtain (a) diversified exposure to corporate fixed-income
   securities (including high yield or "junk" bonds) by investing in income
   funds or (b) diversified exposure to international markets by investing in
   international income funds.

   The Fund may invest in money market instruments

   The Fund's money market instruments may include (a) U.S. Treasury
   Securities with a remaining maturity of less than 90 days, (b) high
   quality commercial paper issued by corporations rated (at the time of
   purchase) in the highest category by Standard & Poor's Corporation ("S&P")
   or Moody's Investors Services, Inc. ("Moody's") with a remaining maturity
   of less than 90 days, or (c) commercial paper master demand notes rated in
   the highest category by S&P or Moody's. Commercial paper master demand
   notes are unsecured demand instruments without a fixed maturity bearing
   interest at rates which are fixed to known lending rates and which adjust
   when such lending rates change.

   The Fund may invest in small cap stocks

   The Fund may invest directly in small capitalization stocks and may invest
   in registered investment companies which invest in small capitalization
   stocks. Investments in smaller capitalization companies may offer greater
   potential for capital appreciation than larger companies. However greater
   market risks are often associated with these companies. They may have
   limited product lines, markets, market share and financial resources or
   they may be dependent on a small or inexperienced management team. These
   stocks may trade less frequently and in more limited volume and be subject
   to greater and more abrupt price swings than stocks of larger companies.

   The Fund may invest in foreign securities

   The Fund may invest up to 25% of its total assets in securities of foreign
   issuers. In addition, a registered investment company in which the Fund
   may invest may invest up to 100% of its assets in securities of foreign
   issuers. Investments in foreign securities involve special risks and
   considerations that are not present when the Fund invests in domestic
   securities.

   There is often less information publicly available about a foreign issuer
   than about a U.S. issuer. Foreign issuers are not generally subject to
   accounting, auditing, and financial reporting standards and practices
   comparable to those in the United States. The securities of some foreign
   issuers are less liquid and at times more volatile than securities of
   comparable U.S. issuers. This is particularly true of securities in
   emerging markets which can be extremely volatile. Foreign brokerage
   commissions, custodial expenses, and other fees are also generally higher
   than for securities traded in the United States. There may also be
   difficulties in enforcing legal rights outside the United States. There
   may be a possibility of nationalization or expropriation of assets,
   imposition of currency exchange controls, confiscatory taxation, political
   or financial instability, and diplomatic developments which could affect
   the value of an underlying registered investment company's investments in
   certain foreign countries. Legal remedies available to investors may be
   more limited than those available with respect to investments in the
   United States or in other foreign countries. Income received by a
   registered investment company in which the Fund invests may be reduced by
   withholding and other taxes imposed by such countries.

   Individual foreign economies may differ favorably or unfavorably from the
   U.S. economy in such respects as growth or gross national product,
   inflation rate, capital reinvestment, resource self-sufficiency and
   balance of payment positions. The economies of countries with emerging
   markets may be predominately based on only a few industries, may be highly
   vulnerable to changes in global trade conditions, and may suffer from
   extreme and volatile debt or inflation rates. Debt obligations of issuers
   located in, or of, developing countries involve a high degree of risk, and
   may be in default or present the risk of default.

   Since the Fund or a registered investment company in which the Fund may
   invest may purchase securities denominated in foreign currencies, changes
   in foreign currency exchange rates will affect, either directly or
   indirectly, the value of the Fund's assets from the perspective of U.S.
   investors. Certain registered investment companies, but not the Fund, may
   seek to protect themselves against the adverse effects of currency
   exchange rate fluctuations by entering into currency forward, futures or
   options contracts. Hedging transactions may not, however, always be fully
   effective in protecting against adverse exchange rate fluctuations.
   Furthermore, hedging transactions involve transaction costs and the risk
   that the registered investment company might lose money; either because
   exchange rates move in an unexpected direction, because another party to a
   hedging contract defaults or for other reasons. Hedging transactions also
   limit any potential gain which might result if exchange rates moved in a
   favorable direction. The value of foreign investments and the investment
   income derived from them may also be affected (either favorably or
   unfavorably) by exchange control regulations. In addition, the value of
   foreign fixed-income investments will fluctuate in response to changes in
   U.S. and foreign interest rates.

   The Fund may hold securities of U.S. and foreign issuers in the form of
   American Depositary Receipts ("ADRs") or American Depositary Shares
   ("ADSs"). These securities may not necessarily be denominated in the same
   currency as the securities for which they may be exchanged. ADRs and ADSs
   typically are issued by an American bank or trust company and evidence
   ownership of underlying securities issued by a foreign corporation.
   Generally, ADRs and ADSs in registered form are designed for use in U.S.
   securities markets. For purposes of the Fund's investment policies, the
   Fund's investments in ADRs and ADSs will be deemed to be investments in
   equity securities representing the securities of foreign issuers into
   which they may be converted.

   The Fund may be exposed to the risks of investing in corporate debt
   securities including high-yield securities

   The Fund may invest in corporate debt securities, including bonds and
   debentures (which are long-term), and notes (which may be short or long-
   term). A registered investment company in which the Fund invests may also
   invest in such debt securities. These debt securities may be rated
   investment grade by S&P or Moody's. Securities rated BBB by S&P or Baa by
   Moody's, although investment grade, exhibit speculative characteristics
   and are more sensitive than higher rated securities to changes in economic
   conditions. The Fund (and registered investment companies in which the
   Fund invests) may also invest in securities that are rated below
   investment grade. Investments in high yield securities (i.e., less than
   investment grade), while providing greater income and opportunity for gain
   than investments in higher-rated securities, entail relatively greater
   risk of loss of income or principal. Lower-grade obligations are commonly
   referred to as "junk bonds". Market prices of high-yield, lower-grade
   obligations may fluctuate more than market prices of higher-rated
   securities. Lower-grade, fixed income securities tend to reflect short-
   term corporate and market developments to a greater extent than higher-
   rated obligations which, assuming no change in their fundamental quality,
   react primarily to fluctuations in the general level of interest rates.

   Debt rated BB, B, CCC, CC and C and debt rated Ba, B, Caa, Ca and C are
   regarded by S&P and Moody's, respectively, as predominantly speculative
   with respect to the issuer's capacity to pay interest and repay principal
   in accordance with the terms of the obligation. For S&P, BB indicates the
   lowest degree of speculation and C the highest. For Moody's, Ba indicates
   the lowest degree of speculation and C the highest. For additional
   information on the ratings used by S&P and Moody's and a description of
   low-rated securities, see the Statement of Additional Information.

   Low-rated securities are especially subject to adverse changes in general
   economic conditions and in the industries in which the issuers are
   engaged, to changes in the financial condition of the issuers and to price
   fluctuation in response to changes in interest rates. During periods of
   economic downturn or rising interest rates, highly leveraged issuers may
   experience financial stress which could adversely affect their ability to
   make payments of principal and interest and increase the possibility of
   default. In addition, the market for low-rated securities has expanded
   rapidly in recent years.

   The market for low-rated securities is generally thinner and less active
   than that for higher quality securities, which would limit the ability of
   the Fund (or a registered investment company in which the Fund invests) to
   sell such securities at fair value in response to changes in the economy
   or the financial markets. While such securities may have some quality and
   protective characteristics, these are outweighed by large uncertainties or
   major risk exposure to adverse conditions. For additional information
   about the risks of investing in low-rated securities, see the Statement of
   Additional Information.

   The Fund may invest in securities of other registered investment companies

   The Fund may invest up to 25% of its net assets in shares of registered
   investment companies. However, under normal market conditions, the Fund
   will not invest more than 5% of its net assets in such shares. The Fund
   will not purchase or otherwise acquire shares of any registered investment
   company (except as part of a plan of merger, consolidation or
   reorganization approved by the shareholders of the Fund) if (a) the Fund
   and its affiliated persons would own more than 3% of any class of
   securities of such registered investment company or (b) more than 5% of
   its net assets would be invested in the shares of any one registered
   investment company. If the Fund purchases more than 1% of any class of
   security of a registered open-end investment company, such investment will
   be considered an illiquid investment.

   Any investment in a registered investment company involves investment
   risk. Additionally an investor could invest directly in the registered
   investment companies in which the Fund invests. By investing indirectly
   through the Fund, an investor bears not only his or her proportionate
   share of the expenses of the Fund (including operating costs and
   investment advisory fees) but also indirect similar expenses of the
   registered investment companies in which the Fund invests. An investor may
   also indirectly bear expenses paid by registered investment companies in
   which the Fund invests related to the distribution of such registered
   investment company's shares.

   Under certain circumstances an open-end investment company in which the
   Fund invests may determine to make payment of a redemption by the Fund
   (wholly or in part) by a distribution in kind of securities from its
   portfolio, instead of in cash. As a result, the Fund may hold such
   securities until the Adviser determines it appropriate to dispose of them.
   Such disposition will impose additional costs on the Fund.

   Investment decisions by the investment advisers to the registered
   investment companies in which the Fund invests are made independently of
   the Fund and the Adviser. At any particular time, one registered
   investment company in which the Fund invests may be purchasing shares of
   an issuer whose shares are being sold by another registered investment
   company in which the Fund invests. As a result, the Fund would incur
   certain transactional costs without accomplishing any investment purpose.

   The Fund may be exposed to certain additional risks as a result of
   investing in securities of other registered investment companies

   Although the Fund will not concentrate its investments, registered
   investment companies in which the Fund invests may concentrate their
   investments within one industry (i.e. sector funds). Since the investment
   alternatives within an industry are limited, the value of the shares of
   such a registered investment company may be subject to greater market
   fluctuation than a registered investment company which invests in a
   broader range of securities. The Fund will not hold, however, more than 3%
   of any class of securities, including voting securities, of any registered
   investment company.

   The Fund may invest in registered investment companies which utilize stock
   and bond futures contracts and options on stock and bond futures.

   Futures contracts and options on futures contracts may be used for several
   reasons: to permit exposure to the stock market by investing in stock
   index futures while minimizing the transaction costs of holding each
   security comprising the index; to maintain cash reserves while simulating
   full investment; to facilitate trading; to seek higher investment returns
   when a futures contract is priced more attractively than the underlying
   security or index; or to hedge against changes in interest rates.

   The primary risks associated with the use of futures contracts and options
   are: (i) imperfect correlation between the change in market value of the
   securities held by the registered investment company and the prices of
   futures contracts and options on futures contracts; and (ii) possible lack
   of a liquid secondary market for a futures contract and the resulting
   inability to close a futures position prior to its maturity date.

   The risk of loss in trading futures contracts in some strategies can be
   substantial, due both to the low margin deposits required and the
   extremely high degree of leverage involved in futures pricing. As a
   result, a relatively small price movement in a futures contract may result
   in immediate and substantial loss (or gain) to the investor.

   The Fund may borrow money under unusual circumstances

   The Fund may borrow money, subject to the limitations set forth below, for
   temporary or emergency purposes, including the meeting of redemption
   requests which might otherwise require the untimely disposition of
   securities.

   Portfolio turnover may be high

   Due to the active asset allocation approach employed by the Fund, the
   Fund's portfolio turnover rate may be high, but will generally not exceed
   100% per year. A 100% portfolio turnover rate would occur, for example, if
   all of the Fund's securities were replaced within one year. Further, in
   order to comply with the "short-short" test of the Internal Revenue
   Service, it may be necessary for the Fund to modify its investment
   strategy and refrain from securities sales that it would otherwise make.
   Under the IRS's "short-short" test, a mutual fund must not receive more
   than 30% of its gross income from gains realized on securities held for
   less than 90 days. High portfolio turnover (i.e. over 100%) may involve
   correspondingly greater brokerage commissions and other transaction costs,
   which are borne directly by the Fund. In addition high portfolio turnover
   may result in increased short-term capital gains which, when distributed
   to shareholders, are treated as ordinary income. 


   Investment Restrictions
     
   The Fund has adopted certain fundamental restrictions

   The Fund has adopted certain restrictions in an attempt to reduce its
   exposure to specific situations. Some of these restrictions are that the
   Fund will not:

   (a)  with respect to 75% of the value of its total assets, purchase the
   securities of any issuer (except obligations of the United States
   government and its instrumentalities) if as a result the Fund would hold
   more than 10% of the outstanding voting securities of the issuer, or more
   than 5% of the value of the Fund's total assets would be invested in the
   securities of such issuer;

   (b)  concentrate 25% or more of its total assets in securities of any one
   industry (other than obligations issued or guaranteed by the United States
   Government, its agencies or instrumentalities);

   (c)  borrow money or issue securities, except for temporary bank
   borrowings (not exceeding 10% of the value of the Fund's total assets) or
   for emergency or extraordinary purposes;

   (d)  sell securities short, buy securities on margin, or write put or call
   options; and

   (e)  pledge or hypothecate its assets, except to secure borrowings for
   temporary or emergency purposes.

   These investment restrictions are considered at the time investment
   securities are purchased. The investment limitations described here and in
   the Statement of Additional Information may be changed only with the
   approval of a majority of the Fund's shareholders.


   Management of the Fund
     
   The Officers of the Fund manage its day-to-day operations and are
   responsible to the Fund's Board of Directors. The Directors set broad
   policies for the Fund and choose its Officers. A list of Directors and
   Officers of the Fund and a statement of their present positions and
   principal occupations during the past five years can be found in the
   Statement of Additional Information.


   Investment Adviser
     
   Leuthold & Anderson, Inc. manages the Fund's investments

   The Fund employs Leuthold & Anderson, Inc. (the "Adviser"), 100 North
   Sixth Street, Suite 700A, Minneapolis, Minnesota 55403, as its investment
   adviser. Under an investment advisory agreement dated October 30, 1995
   (the "Advisory Agreement"), the Adviser furnishes continuous investment
   advisory services to the Fund. The Adviser discharges its responsibilities
   subject to the control of the Officers and Directors of the Fund.

   The Adviser has no prior experience advising a mutual fund, but does act
   as the investment adviser to individual and institutional clients with
   investment portfolios of more than $175 million. The Adviser was organized
   in August, 1987. Mr. Steven C. Leuthold, President, Treasurer and a
   director of the Fund, and David D. Deming, Vice President, Secretary and a
   director of the Fund, serve as the portfolio managers of the Fund and, as
   such, are responsible for the day-to-day management of its portfolio. Mr.
   Leuthold has been Chairman and Portfolio Manager for the Adviser since
   August, 1987. He has also been a Portfolio Manager for Leuthold, Weeden
   &Associates, L.P. since January, 1991 and Chairman of The Leuthold Group
   since November, 1981. Mr. Deming has been President and Portfolio Manager
   of the Adviser since January 1, 1995. He has also been President and
   Marketing Director of Leuthold, Weeden & Associates, L.P., a Minneapolis
   investment advisory firm, since April, 1994. Prior to joining Leuthold,
   Weeden &Associates, L.P., Mr. Deming was employed by The Leuthold Group,
   the institutional investment research division of Weeden &Co., L.P., a
   securities broker-dealer, from June 1, 1992 until April, 1994. Prior to
   joining The Leuthold Group, Mr. Deming was employed by Paine Webber, a
   securities broker-dealer, in Minneapolis as an account executive from
   September, 1991 until June, 1992. Prior to joining Paine Webber, Mr.
   Deming was a co-founder and principal of Via Moto, Ltd., a Chicago,
   Illinois specialty retailer, from March, 1989 through September, 1991.

   The Adviser supervises and manages the investment portfolio of the Fund
   and, subject to such policies as the Board of Directors of the Fund may
   determine, directs the purchase or sale of investment securities in the
   day-to-day management of the Fund's investment portfolio. Under the
   Advisory Agreement, the Adviser, at its own expense and without
   reimbursement from the Fund, furnishes office space and all necessary
   office facilities, equipment and executive personnel for managing the
   investments of the Fund and pays salaries and fees of all officers and
   directors of the Fund (except the fees paid to directors who are not
   interested persons of the Adviser). For the foregoing, the Adviser
   receives a monthly fee based on the Fund's average daily net assets at the
   annual rate of 0.90%. The rate of the annual advisory fee is higher than
   that paid by most mutual funds.

   The Fund will pay all of its expenses not assumed by the Adviser
   including, but not limited to, the costs of preparing and printing its
   registration statements required under the Securities Act of 1933 and the
   Investment Company Act of 1940 and any amendments thereto, the expenses of
   registering its shares with the Securities and Exchange Commission and in
   the various states, the printing and distribution cost of prospectuses
   mailed to existing shareholders, the cost of director and officer
   liability insurance, reports to shareholders, reports to government
   authorities and proxy statements, interest charges, brokerage commissions,
   and expenses incurred in connection with portfolio transactions. The Fund
   will also pay the fees of directors who are not officers of the Fund,
   salaries of administrative and clerical personnel, association membership
   dues, auditing and accounting services, fees and expenses of any custodian
   or trustees having custody of Fund assets, expenses of calculating the net
   asset value and repurchasing and redeeming shares, and charges and
   expenses of dividend disbursing agents, registrars, and share transfer
   agents, including the cost of keeping all necessary shareholder records
   and accounts and handling any problems relating thereto. In addition to
   any reimbursement requirement required under the most restrictive
   applicable expense limitation of state securities commissions, the Adviser
   has voluntarily agreed to reimburse the Fund for expenses in excess of
   1.25% of its average net assets. Such voluntary reimbursements to the Fund
   may be modified or discontinued at any time.

   The Advisory Agreement authorizes the Adviser to select brokers or dealers
   to execute purchases and sales of the Fund's portfolio securities, and
   directs the Adviser to use its best efforts to obtain the best available
   price and most favorable execution with respect to all transactions. The
   full range and quality of brokerage services available are considered in
   making these determinations.

   The Fund has authorized the Adviser to pay higher commissions in
   recognition of brokerage services felt necessary for the achievement of
   better execution, provided the Adviser believes this to be in the best
   interest of the Fund. Although the Fund does not market its shares through
   intermediary brokers or dealers, the Fund may place orders with qualified
   broker-dealers who recommend the Fund to clients if the Adviser of the
   Fund believes that the quality of the transaction and the commission are
   comparable to what they would be with other qualified brokerage firms. The
   Fund may also place orders with Weeden & Co., L.P., with which Steven C.
   Leuthold is affiliated, if the quality of the transaction and the
   commissions are comparable to what they would be with other qualified
   brokerage firms.

   The Adviser has experience managing accounts with the same investment
   objective as the Fund

   Set forth below is historical performance data relating to the Adviser.
   The data is provided to illustrate past performance in managing similar
   portfolios as measured against specified market indices. Composite figures
   reflect the performance of all active accounts of the Adviser invested in
   the Adviser's conventional portfolio. The composite does not reflect all
   of the Adviser's assets under management and may not accurately reflect
   the performance of all accounts managed by the Adviser. The accounts
   included in the composite had the same investment objective as the Fund
   and were managed using substantially similar, though not in all cases,
   identical, investment strategies and techniques as those contemplated for
   use by the Fund. See "Investment Objective" and "Investment Policies." All
   performance data presented is historical and investors should not consider
   this performance data as an indication of the future performance of the
   Fund or the results an individual investor might achieve by investing in
   the Fund. Investors should not rely on the historical performance of the
   Adviser when making an investment decision.

   All returns quoted are time-weighted total rates of return and include the
   reinvestment of dividends and interest. Performance figures are net of the
   advisory fees charged by the Adviser to the accounts comprising the
   composite. Consequently, the figures do not reflect the assessment of the
   Fund's advisory fee or other expenses equivalent to the Fund's operating
   expenses. The net effect of the deduction of the Fund's advisory fee and
   the operation expenses on annualized performance, including the compounded
   effect over time, may be substantial. Investors should be aware that
   because the Fund will elect to qualify as a regulated investment company
   under the Internal Revenue Code, the Fund will not be subject to taxes on
   its investment income and capital gains. See "Dividends, Capital Gains and
   Taxes."

   All information presented is based on data supplied by the Adviser or from
   statistical services, reports or other sources believed by the Adviser to
   be reliable. However, such information has not been verified by any third
   party and is unaudited.

   <TABLE>
   <CAPTION>
                            Annual Rates of Return (1)
                                                 Years Ended December 31,
                          1994      1993       1992       1991       1990        1989       1988
   <S>                    <C>       <C>         <C>       <C>        <C>         <C>        <C>  
   Leuthold &
   Anderson, Inc.
   Conventional
   Portfolio              (4.1)     14.6        1.4       17.9        1.6        24.9       20.1

   S&P 500 Index(2)        1.2      10.0        7.7       30.4       (3.2)       31.7       16.6

   Lehman Bros.
   Intermediate
   Gov't./Corp.
   Bond Index(3)          (1.9)      8.8        7.2       14.6        9.2        12.9        6.7

   </TABLE>



                      Compounded Annual Rates of Return (1)
                    (For the Period Ended December 31, 1994)
                             7 Years     5 Years     3 Years     1 Year
   Leuthold &
   Anderson, Inc.
   Conventional
   Portfolio                   10.4         5.9         3.7       (4.1)

   S&P 500 Index(2)            12.8         8.7         6.3        1.2

   Lehman Bros.
   Intermediate
   Gov't./Corp.
   Bond Index(3)                8.1         7.4         4.6       (1.9)

   (1)  The calculation of the rates of return was performed in accordance
   with the Performance Presentation Standards endorsed by the Association
   for Investment Management and Research ("AIMR"). Other performance
   calculation methods may produce different results. The AIMR performance
   presentation criteria require the presentation of at least a ten-year
   performance record or performance for the period since inception, if
   shorter.

     Total annual rate of return is the change in redemption value of units
   purchased with an initial $1,000 investment, assuming the reinvestment of
   dividends. Compounded annual rate of return represents the level annual
   rate which, if earned for each year in a multiple year period, would
   produce the cumulative rate of return over that period.

   (2)  The S&P 500 Index is a widely recognized index of market activity
   based on the aggregate performance of a selected, unmanaged portfolio of
   publicly traded common stocks. The performance data includes reinvested
   dividends.

   (3)  The Lehman Brothers Intermediate Government/Corporate Bond Index
   includes fixed-rate U.S. Treasury, U.S. Government Agency and U.S.
   corporate debt and dollar denominated debt securities of certain foreign
   entities with maturities no greater than ten years. Performance data
   includes reinvestment of interest.

   Past performance may not be indicative of future rates of return.
   Investors should also be aware that other performance calculation methods
   may produce different results, and that comparisons of investment results
   should consider qualitative circumstances and should be made only for
   portfolios with generally similar investment objectives.


   Administration of the Fund
     
   Firstar Trust Company administers the Fund

   The Fund has entered into an administration agreement (the "Administration
   Agreement") with Firstar Trust Company, 615 East Michigan Street,
   Milwaukee, Wisconsin 53202 (the "Administrator"). Under the Administration
   Agreement, the Administrator prepares and maintains the books, accounts
   and other documents required by the Investment Company Act of 1940,
   responds to shareholder inquiries, prepares the Fund's financial
   statements and tax returns, prepares certain reports and filings with the
   Securities and Exchange Commission and with state Blue Sky authorities,
   furnishes statistical and research data, clerical, accounting and
   bookkeeping services and stationery and office supplies, keeps and
   maintains the Fund's financial and accounting records and generally
   assists in all aspects of the Fund's operations. The Administrator, at its
   own expense and without reimbursement from the Fund, furnishes office
   space and all necessary office facilities, equipment and executive
   personnel for performing the services required to be performed by it under
   the Administration Agreement. For the foregoing, the Administrator
   receives from the Fund a fee, paid monthly at an annual rate of .05% of
   the first $100,000,000 of the Fund's average net assets, .04% of the next
   $400,000,000 of the Fund's average net assets, and .03% of the Fund's
   average net assets in excess of $500,000,000. Notwithstanding the
   foregoing, the minimum annual fee payable to the Administrator is $27,000.

   Firstar Trust Company also provides custodial, transfer agency and
   accounting services for the Fund. Information regarding the fees payable
   by the Fund to Firstar Trust Company for these services is provided in the
   Statement of Additional Information.

   Dividends, Capital Gains and Taxes
     
   The Fund pays quarterly dividends and any capital gains annually

   The Fund expects to pay dividends quarterly from ordinary income. Net
   capital gains distributions, if any, will be made annually.

   In addition, in order to satisfy certain distribution requirements of the
   Tax Reform Act of 1986, the Fund may declare special year-end dividend and
   capital gains distributions during December. Such distributions, if
   received by shareholders by January 31, are deemed to have been paid by
   the Fund and received by shareholders on December 31st of the prior year.

   Dividend and capital gains distributions may be automatically reinvested
   or received in cash. See "Choosing a Distribution Option" for a
   description of these distribution methods.

   The Fund intends to continue to qualify for taxation as a "regulated
   investment company" under the Internal Revenue Code so that it will not be
   subject to federal income tax to the extent its income is distributed to
   shareholders. Dividends paid by the Fund from net investment income and
   net short-term capital gains, whether received in cash or reinvested in
   additional shares, will be taxable to shareholders as ordinary income.

   Distributions paid by the Fund from long-term capital gains, whether
   received in cash or reinvested in additional shares, are taxable as long-
   term capital gains, regardless of the length of time you have owned shares
   in the Fund. Capital gains distributions are made when the Fund realizes
   net capital gains on sales of portfolio securities during the year. The
   Fund does not seek to realize any particular amount of capital gains
   during a year; rather, realized gains are a by-product of portfolio
   management activities. Consequently, capital gains distributions may be
   expected to vary considerably from year to year; there will be no capital
   gains distributions in years when the Fund realizes net capital losses.

   Note that if you accept capital gains distributions in cash, instead of
   reinvesting them in additional shares, you are in effect reducing the
   capital at work for you in the Fund. Also, keep in mind that if you
   purchase shares in the Fund shortly before the record date for a dividend
   or capital gains distribution, a portion of your investment will be
   returned to you as a taxable distribution, regardless of whether you are
   reinvesting your distributions or receiving them in cash.

   The Fund will notify you annually as to the tax status of dividend and
   capital gains distributions paid by the Fund.

   A capital gain or loss may be realized upon exchange or redemption

   A sale or redemption of shares of the Fund is a taxable event and may
   result in a capital gain or loss.

   Dividend distributions, capital gains distributions, and capital gains or
   losses from redemptions may be subject to state and local taxes.

   The Fund is required to withhold 31% of taxable dividends, capital gains
   distributions, and redemptions paid to shareholders who have not complied
   with IRS taxpayer identification regulations. You may avoid this
   withholding requirement by certifying on your Purchase Application your
   proper Social Security or Taxpayer Identification Number and by certifying
   that you are not subject to backup withholding.

   The tax discussion set forth above is included for general information
   only. Prospective investors should consult their own tax advisers
   concerning the tax consequences of an investment in the Fund. The Fund is
   managed without regard to tax ramifications.


   The Share Price of the Fund
     
   The Fund's share price or "net asset value" per share is determined by
   dividing the total market value of the Fund's investments and other
   assets, less any liabilities, by the number of outstanding shares of the
   Fund. The Fund's net asset value is determined at the close of regular
   trading (generally, 4:00 p.m. Eastern time) each day the New York Stock
   Exchange is open for trading.

   Common stocks that are listed on a securities exchange are valued at the
   last quoted sales price on the day the valuation is made. Price
   information on listed stocks is taken from the exchange where the security
   is primarily traded. Securities which are listed on an exchange but which
   are not traded on the valuation date are valued at the most recent bid
   prices. Unlisted securities for which market quotations are readily
   available are valued at the latest quoted bid price. Debt securities are
   valued at the latest bid prices furnished by independent pricing services.
   Other assets and securities for which no quotations are readily available
   are valued at fair value as determined in good faith by the Directors.
   Short-term instruments (those with remaining maturities of 60 days or
   less) are valued at amortized cost, which approximates market.

   The Fund has adopted procedures pursuant to Rule 17a-7 under the
   Investment Company Act of 1940 pursuant to which the Fund may effect a
   purchase and sale transaction with an affiliated person of the Fund (or an
   affiliated person of such an affiliated person) in which the Fund issues
   its shares in exchange for securities of a type which are permitted
   investments for the Fund. For purposes of determining the number of shares
   to be issued, the securities to be exchanged will be valued in the manner
   described above.


   General Information
     
   The Fund is a Maryland corporation. The Articles of Incorporation permit
   the Directors to issue 500,000,000 shares of common stock, with a $.0001
   par value. The Board of Directors has the power to designate one or more
   classes ("series") of shares of common stock and to classify or reclassify
   any unissued shares with respect to such series. Currently the Fund is
   offering one class of shares.

   The shares of the Fund are fully paid and non-assessable; have no
   preference as to conversion, exchange, dividends, retirement or other
   features; and have no preemptive rights. Such shares have non-cumulative
   voting rights, meaning that the holders of more than 50% of the shares
   voting for the election of Directors can elect 100% of the Directors if
   they so choose.

   Annual meetings of shareholders will not be held except as required by the
   Investment Company Act of 1940 and other applicable law. An annual meeting
   will be held to vote on the removal of a Director or Directors of the Fund
   if requested in writing by the holders of not less than 10% of the
   outstanding shares of the Fund.

   All securities and cash of the Fund are held by Firstar Trust Company,
   which also serves as the Fund's Transfer and Dividend Disbursing Agent.
   Arthur Andersen LLP serves as independent accountants for the Fund and
   will audit its financial statements annually. The Fund is not involved in
   any litigation.

   Shareholder Guide
     
     
     Opening an Account 
     and Purchasing Shares
     
   You may open a regular (non-retirement) account, either by mail or wire.
   Simply complete and return a Purchase Application and any required legal
   documentation, indicating the amount you wish to invest. Your purchase
   must be equal to or greater than the $10,000 minimum initial investment
   requirement or $1,000 for Uniform Gifts/Transfers to Minors Act accounts
   and Individual Retirement Accounts (IRAs). You must open a new IRA by mail
   (IRAs may not be opened by wire) using a Leuthold IRA Application. Your
   purchase must be equal to or greater than the $1,000 minimum initial
   investment requirement, but no more than $2,000 if you are making a
   regular IRA contribution. Rollover contributions are generally limited to
   the amount withdrawn within the past 60 days from an IRA or other
   qualified Retirement Plan. If you need assistance with the forms or have
   any questions about the Fund, please call our Investor Information
   Department at 1-800-273-6886. Note: For other types of account
   registrations (e.g., corporations, associations, other organizations,
   trusts or powers of attorney), please call us to determine which
   additional forms you may need.

   Because of the risks associated with common stock and bond investments,
   the Fund is intended to be a long-term investment vehicle and is not
   designed to provide investors with a means of speculating on short-term
   market movements. Consequently, the Fund reserves the right to reject any
   specific purchase request. The Fund also reserves the right to suspend the
   offering of shares for a period of time.

   The Fund's shares are purchased at the next-determined net asset value
   after your investment has been received. The Fund is offered on a no-load
   basis (i.e., there are no sales commissions or 12b-1 fees).

   Additional Investments to Existing Accounts

   Subsequent investments to any account may be made by mail or wire. The
   minimum subsequent investment is $100.

   Purchasing By Mail
     Complete and sign the enclosed Purchase Application.

   New Account - Please include the amount of your initial investment on the
   Purchase Application, make your check payable to Leuthold Asset Allocation
   Fund and mail to:

   Leuthold Funds, Inc.
   c/o Firstar Trust Company
   Mutual Fund Services
   P.O. Box 701
   Milwaukee, Wisconsin 53201-0701

   For express or registered mail, send to:

   Leuthold Funds, Inc.
   c/o Firstar Trust Company
   Mutual Fund Services
   3rd Floor
   615 East Michigan Street
   Milwaukee, Wisconsin 53202

   Additonal Investments - Additional investments should include the
   Additional Investment Form attached to your Fund confirmation statements.
   Please make your check payable to Leuthold Asset Allocation Fund, write
   your account number on your check and, using the return envelope provided,
   mail to one of the addresses indicated for new accounts.
   All written requests should be mailed to one of the addresses indicated
   for new accounts. Do not send registered, overnight or express mail to the
   post office box address.

   Purchasing By Wire
     Money should be wired to:

   Firstar Bank Milwaukee, N.A.
   777 East Wisconsin Avenue
   Milwaukee, Wisconsin 53202
   ABA Number 0750-00022
   For credit to: Firstar Trust Company MFS
   Account Number 112952137
   For further credit to: Leuthold Asset Allocation Fund, "shareholder name
   and account number"

   Before Wiring

   To assure proper receipt, please be sure to contact our Investor
   Information Department at 1-800-273-6886 before wiring and to include the
   above-referenced information. If you are opening a new account, please
   complete the Purchase Application and mail it to the "New Account" address
   after completing your wire arrangement. Note: Federal Funds wire purchase
   orders will be accepted only when the Fund and Custodian Bank are open for
   business.

   Telephone Purchase and Automatic Investment
     
   The Telephone Purchase option lets you move money from your bank account
   to your Leuthold Asset Allocation Fund account at your request. Only bank
   accounts held at domestic financial institutions that are Automated
   Clearing House (ACH) members can be used for telephone transactions. To
   have your Fund shares purchased at the net asset value determined as of
   the close of regular trading on a given date, Firstar Trust Company must
   receive both the purchase order and payment by Elec tronic Funds Transfer
   through the ACH System before the close of regular trading on such date.
   Most transfers are completed within 3 business days. Telephone
   transactions may not be used for initial purchases of Fund shares. The
   minimum amount that can be transferred by telephone is $100.

   If you choose the Automatic Investment option, money will be moved from
   your bank account to your Leuthold Asset Allocation Fund account on the
   schedule (e.g., monthly, bimonthly [every other month], quarterly or
   yearly) you select, and may be in any amount subject to a $50 minimum. To
   establish these options, complete the appropriate sections of the Purchase
   Application. Please call our Investor Information Department at 1-800-273-
   6886 if you have questions. Please wait three weeks before using the
   service.


   Choosing a Distribution Option
     
   You must select one of three distribution options:

   1. Automatic Reinvestment Option - Both dividends and capital gains
   distributions will be reinvested in additional Fund shares. This option
   will be selected for you unless you specify one of the other options.

   2. Cash Dividend Option - Your dividends will be paid in cash and your
   capital gains will be reinvested in additional Fund shares.

   3. All Cash Option - Both dividend and capital gains distributions will be
   paid in cash.

   You may change your option by calling our Investor Information Department
   at 1-800-273-6886.


   Tax Caution
     
   Investors should ask about the timing of capital gains and dividend
   distributions before investing

   Under Federal tax laws, the Fund is required to distribute net capital
   gains and dividend income to Fund shareholders. These distributions are
   made to all shareholders who own Fund shares as of the distribution's
   record date, regardless of how long the shares have been owned. Purchasing
   shares just prior to the record date could have a significant impact on
   your tax liability for the year. For example, if you purchase shares
   immediately prior to the record date of a sizable capital gain or income
   dividend distribution, you will be assessed taxes on the amount of the
   capital gain and/or dividend distribution later paid even though you owned
   the Fund shares for just a short period of time. (Taxes are due on the
   distributions even if the dividend or gain is reinvested in additional
   Fund shares.) While the total value of your investment will be the same
   after the distribution the amount of the distribution will offset the drop
   in the net asset value of the shares you should be aware of the tax
   implications the timing of your purchase may have.

   Prospective investors should, therefore, inquire about potential
   distributions before investing. The Fund's annual capital gains
   distributions normally occur in December, while income dividends are
   generally paid quarterly in March, June, September and December. For
   additional information on distributions and taxes, see the section
   entitled "Dividends, Capital Gains, and Taxes."


   Additional Information
     
   Signature Guarantees - For our mutual protection, we may require a
   signature guarantee on certain written transaction requests. A signature
   guarantee verifies the authenticity of your signature and may be obtained
   from banks, brokers and any other guarantor that the Fund deems
   acceptable. A signature guarantee cannot be provided by a notary public.

   Certificates - Share certificates will be issued upon request. If a
   certificate is lost, you may incur an expense to replace it.

   Broker-Dealer Purchases - If you purchase shares in the Fund through a
   registered broker-dealer or investment adviser, the broker-dealer or
   adviser may charge a service fee.

   Cancelling Trades - The Fund will not cancel any trade (e.g., a purchase
   or redemption) believed to be authentic, received in writing or by
   telephone, once the trade has been received.


   When Your Account Will Be Credited
     
   Your trade date is the date on which your account is credited. If your
   purchase is made by check or Federal Funds wire and is received by the
   close of regular trading on the New York Stock Exchange (generally 4:00
   p.m. Eastern time), your trade date is the day of receipt. If your
   purchase is received after the close of the Exchange, your trade date is
   the next business day. Your shares are purchased at the net asset value
   determined on your trade date. The Fund will not accept third-party checks
   to open an account. Please be sure your purchase check is made payable to
   "Leuthold Asset Allocation Fund."


   Selling Your Shares
     
   You may withdraw any portion of the funds in your account by redeeming
   shares at any time (please see "Important Redemption Information"). You
   may initiate a request by writing or by telephoning. Your redemption
   proceeds will be mailed no later than the seventh day after the receipt of
   the request in Good Order, except that when a purchase has been made by
   check, the Fund can hold payment on redemption until it is reasonably
   satisfied the check has cleared. (This may normally take up to 3 days for
   local personal or corporate checks and up to 7 days for other personal or
   corporate checks.) Your redemption proceeds will be mailed upon clearance
   of the purchase check. If you redeem by telephone and request wire
   payment, such payment will normally be made in Federal Funds on the next
   business day.

   Selling By Mail - Requests should be mailed to Leuthold Funds, Inc., c/o
   Firstar Trust Company, Mutual Fund Services, P.O. Box 701, Milwaukee,
   Wisconsin 53201-0701 (For express or registered mail, send your request to
   Leuthold Funds, Inc., c/o Firstar Trust Company, Mutual Fund Services, 3rd
   Floor, 615 East Michigan Street, Milwaukee, Wisconsin 53201.)

   If you are requesting a redemption of shares from an Individual Retirement
   Account (IRA), you must include instructions regarding federal income tax
   withholding. Unless otherwise indicated, such a redemption, as well as
   redemptions of other retirement plans not involving a direct rollover to
   an eligible plan, will be subject to federal income tax withholding.

   The redemption price of shares will be the Fund's net asset value next
   determined after Firstar Trust Company has received all required documents
   in Good Order.

   Definition of Good Order - Good Order means that the request includes the
   following:

   1.   The account number and Fund name.
   2.   The amount of the transaction (specified in dollars or shares).
   3.   Signatures of all owners exactly as they are registered on the
        account.
   4.   Any required signature guarantees.
   5.   Other supporting legal documentation that might be required in the
        case of estates, corporations, trusts and certain other accounts.
   6.   Any certificates you hold for the account.

   If you have questions about this definition as it pertains to your
   request, please call our Investor Information Department at 1-800-273-
   6886.

   Selling By Telephone - To sell shares by telephone, you or your pre-
   authorized representative may call our Investor Information Department at
   1-800-273-6886. The proceeds will be sent to you by mail, unless you
   request wire payment. If you redeem by telephone and request wire payment,
   such payment will normally be made in Federal Funds on the next business
   day. Firstar Trust Company will wire redemption proceeds only to the bank
   and account designated on your Purchase Application or in written
   instructions (with signature guarantee) subsequently received by Firstar
   Trust Company, and only if the bank is a commercial bank located within
   the United States. Firstar Trust Company charges a fee (currently $7.50,
   but subject to change without notice) for each payment made by wire of
   redemption proceeds, which fee will be deducted from your account. Please
   see "Important Information About Telephone Transactions."

   Telephone Redemption & Systematic Withdrawal   The Telephone Redemption
   option lets you move money from your Fund account to your bank account via
   Electronic Funds Transfer (EFT) at your request. If you select the
   Systematic Withdrawal option, money will be automatically moved from your
   Fund account to your bank account according to the schedule you have
   selected. The Systematic Withdrawal option may be in any amount subject to
   a $100 minimum. You may elect these options by completing the appropriate
   sections of the Purchase Application. If money is moved via EFT, you will
   not be charged for these services.

   Important Redemption Information - Shares purchased may be redeemed at any
   time. However, your redemption proceeds will not be paid until payment for
   the purchase is collected, which may take up to ten calendar days.

   Delivery of Redemption Proceeds - Redemption requests received by
   telephone prior to the close of regular trading on the New York Stock
   Exchange (generally 4:00 p.m. Eastern time) are processed on the day of
   receipt and the redemption proceeds are normally sent on the following
   business day.

   Redemption requests received by telephone after the close of the Exchange
   are processed on the business day following receipt and the proceeds are
   normally sent on the second business day following receipt. The Fund
   reserves the right to revise or terminate the telephone redemption
   privilege at any time.

   Redemption proceeds must be sent to you within seven days of receipt of
   your request in Good Order.

   If you experience difficulty in making a telephone redemption during
   periods of drastic economic or market changes, your redemption request may
   be made by regular or express mail. It will be implemented at the net
   asset value next determined after your request has been received by
   Firstar Trust Company in Good Order.

   The Fund may suspend the redemption right or postpone payment at times
   when the New York Stock Exchange is closed or under any emergency
   circumstances as determined by the United States Securities and Exchange
   Commission.

   Minimum Account Balance Requirements - Due to the relatively high cost of
   maintaining smaller accounts, the Fund reserves the right to redeem
   involuntarily shares in any account that is below $1,000. You will be
   notified if the value of your account is below this minimum account
   balance requirement. You will then be allowed 60 days to make an
   additional investment before the account is liquidated. If an account is
   liquidated, the proceeds will be promptly paid to the shareholder.


   Important Information 
     About Telephone Transactions
     

   To protect your account from losses resulting from unauthorized or
   fraudulent telephone instructions, the Fund adheres to the following
   security procedures:

   1. Security Check -  To request a transaction by telephone, the caller
   must know (i) the name of the Fund; (ii) the 10-digit account number;
   (iii) the exact name and address used in the registration; and (iv) the
   Social Security or Employer Identification number listed on the account.

   2. Payment Policy - The proceeds of any telephone redemption by mail will
   be made payable to the registered shareowner and mailed to the address of
   record, only. The proceeds of any telephone redemption by wire will be
   wired only to the bank and account designated on the Purchase Application
   or in written instructions (with signature guarantee) subsequently
   received by Firstar Trust Company from the registered shareowner, and only
   if the bank is a commercial bank located within the United States.

   Neither the Fund nor Firstar Trust Company will be responsible for the
   authenticity of transaction instructions received by telephone, provided
   that reasonable security procedures have been followed. The Fund believes
   that the security procedures described above are reasonable and that if
   such procedures are followed, you will bear the risk of any losses
   resulting from unauthorized or fraudulent telephone transactions on your
   account. If the Fund or Firstar Trust Company fails to follow reasonable
   security procedures, it may be liable for any losses resulting from
   unauthorized or fraudulent telephone transactions on your account.


   Transferring Registration
     
   You may request transfer of the registration of any of your Fund shares to
   another person by writing to: Leuthold Funds, Inc., c/o Firstar Trust
   Company, Mutual Fund Services, P.O. Box 701, Milwaukee, Wisconsin 53201-
   0701. The request must be in Good Order. For further instructions, please
   call our Investor Information Department at 1-800-273-6886.


   Other Leuthold Services
     
   For more information about any of these services, please call our Investor
   Information Department at 1-800-273-6886.

   Firstar Trust Company will send you a confirmation statement each time you
   initiate a transaction in your account. You will also receive an account
   statement at the end of each calendar quarter. The fourth-quarter
   statement will be a year-end statement, listing all transaction activity
   for the entire calendar year.

   Financial Reports on the Fund will be mailed to you semi-annually,
   according to the Fund's fiscal year-end. 


   Leuthold 
   Asset Allocation Fund

   Investor Information Department:
   1-800-273-6886

   Tele-Account for 24-Hour Access:
   1-800-273-6886

   Telecommunication Service for the Hearing-Impaired:
   1-800-684-3416

   Transfer Agent:
   Firstar Trust Company
   615 East Michigan Street
   P.O. Box 701
   Milwaukee, Wisconsin  53201-0701
   (Regular Mail Address)

   Mutual Fund Services
   3rd Floor
   615 East Michigan Street
   Milwaukee, Wisconsin  53202
   (Overnight or Express Mail Address)


      
   STATEMENT OF ADDITIONAL INFORMATION                         April 30, 1996
       


                              LEUTHOLD FUNDS, INC.
                             100 North Sixth Street
                                   Suite 700A
                          Minneapolis, Minnesota  55403





      
             This Statement of Additional Information is not a prospectus and
   should be read in conjunction with the Prospectus of Leuthold Funds, Inc.
   dated October 31, 1995 and the Supplement to the Prospectus dated April
   30, 1996.  Requests for copies of the Prospectus should be made by writing
   to Leuthold Funds, Inc., 100 North Sixth Street, Suite 700A, Minneapolis,
   Minnesota 55403, Attention:  Corporate Secretary, or by calling 1-800-273-
   6886.
       

                              Leuthold Funds, Inc.

                                TABLE OF CONTENTS

                                                                     Page No.


   INVESTMENT RESTRICTIONS . . . . . . . . . . . . . . . . . . . . . . . .  1

   INVESTMENT CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . . .  3

   DIRECTORS AND OFFICERS OF THE CORPORATION . . . . . . . . . . . . . .   11
      
   OWNERSHIP OF MANAGEMENT AND PRINCIPAL SHAREHOLDERS  . . . . . . . . . . 14
       
   INVESTMENT ADVISER, ADMINISTRATOR, CUSTODIAN, TRANSFER
     AGENT AND ACCOUNT SERVICES AGENT  . . . . . . . . . . . . . . . . .   14
      
   DETERMINATION OF NET ASSET VALUE  . . . . . . . . . . . . . . . . . .   17
       
   SYSTEMATIC WITHDRAWAL PLAN  . . . . . . . . . . . . . . . . . . . . .   17
      
   ALLOCATION OF PORTFOLIO BROKERAGE . . . . . . . . . . . . . . . . . .   18

   TAXES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
       
   STOCKHOLDER MEETINGS  . . . . . . . . . . . . . . . . . . . . . . . .   20
      
   PERFORMANCE INFORMATION . . . . . . . . . . . . . . . . . . . . . . .   22

   DESCRIPTION OF SECURITIES RATINGS . . . . . . . . . . . . . . . . . . . 23

   INDEPENDENT ACCOUNTANTS . . . . . . . . . . . . . . . . . . . . . . .   27

   FINANCIAL STATEMENTS.   . . . . . . . . . . . . . . . . . . . . . . .   27
       

      
        No person has been authorized to give any information or to make any
   representations other than those contained in this Statement of Additional
   Information and the Prospectus dated October 31, 1995, as supplemented
   April 30, 1996, and, if given or made, such information or representations
   may not be relied upon as having been authorized by Leuthold Funds, Inc.
       
        This Statement of Additional Information does not constitute an offer
   to sell securities.

   <PAGE>
                             INVESTMENT RESTRICTIONS

      
             As set forth in the Prospectus dated October 31, 1995, as
   supplemented April 30, 1996, of Leuthold Funds, Inc. (the "Corporation")
   under the caption "INVESTMENT OBJECTIVE," the investment objective of the
   Leuthold Asset Allocation Fund (the "Fund") is to seek high total return
   (i.e. capital change plus income) consistent with reasonable risk over the
   long term.  Consistent with this investment objective, the Fund has
   adopted the following investment restrictions which are matters of
   fundamental policy and cannot be changed without approval of the holders
   of the lesser of:  (i) 67% of the Fund's shares present or represented at
   a stockholder's meeting at which the holders of more than 50% of such
   shares are present or represented; or (ii) more than 50% of the
   outstanding shares of the Fund.
       
             1.   The Fund will diversify its assets in different
        companies and will not purchase securities of any issuer if, as
        a result of such purchase, the Fund would own more than 10% of
        the outstanding voting securities of such issuer or more than 5%
        of the Fund's assets would be invested in securities of such
        issuer (except that up to 25% of the value of the Fund's total
        assets may be invested without regard to this limitation).  This
        restriction does not apply to obligations issued or guaranteed
        by the United States Government, its agencies or
        instrumentalities.

             2.   The Fund will not sell securities short, buy
        securities on margin, or write put or call options.

             3.   The Fund will not borrow money or issue senior
        securities, except for temporary bank borrowings (not exceeding
        10% of the value of the Fund's total assets) or for emergency or
        extraordinary purposes.  The Fund will not borrow money for the
        purpose of investing in securities, and the Fund will not
        purchase any portfolio securities for so long as any borrowed
        amounts remain outstanding.

             4.   The Fund will not pledge or hypothecate its assets,
        except to secure borrowings for temporary or emergency purposes.

             5.   The Fund will not act as an underwriter or distributor
        of securities other than shares of the Fund (except to the
        extent that the Fund may be deemed to be an underwriter within
        the meaning of the Securities Act of 1933, as amended, in the
        disposition of restricted securities).

             6.   The Fund will not make loans, except it may enter into
        repurchase agreements or acquire debt securities from the issuer
        or others which are publicly distributed or are of a type
        normally acquired by institutional investors and except that it
        may make loans of portfolio securities if any such loans are
        secured continuously by collateral at least equal to the market
        value of the securities loaned in the form of cash and/or
        securities issued or guaranteed by the U.S. Government, its
        agencies or instrumentalities and provided that no such loan
        will be made if upon the making of that loan more than 30% of
        the value of the Fund's total assets would be the subject of
        such loans.  The Fund has determined not to enter into
        repurchase agreements during the fiscal year ending September
        30, 1996.

             7.   The Fund will not concentrate more than 25% of its
        total assets in securities of any one industry.  This
        restriction does not apply to obligations issued or guaranteed
        by the United States Government, its agencies or
        instrumentalities.

             8.   The Fund will not make investments for the purpose of
        exercising control or management of any company.  

             9.   The Fund will not purchase or sell real estate or real
        estate mortgage loans and will not make any investments in real
        estate limited partnerships.

             10.  The Fund will not purchase or sell commodities or
        commodity contracts, including futures contracts.

             11.  The Fund will not purchase or sell any interest in any
        oil, gas or other mineral exploration or development program,
        including any oil, gas or mineral leases.
     
             The Fund has adopted certain other investment restrictions which
   are not fundamental policies and which may be changed by the Fund's Board
   of Directors without stockholder approval.  These additional restrictions
   are as follows:

             1.   The Fund will not acquire or retain any security
        issued by a company, an officer or director of which is an
        officer or director of the Fund or an officer, director or other
        affiliated person of the Fund's investment adviser.

             2.   The Fund will not invest more than 5% of the Fund's
        total assets in securities of any issuer which has a record of
        less than three (3) years of continuous operation, including the
        operation of any predecessor business of a company which came
        into existence as a result of a merger, consolidation,
        reorganization or purchase of substantially all of the assets of
        such predecessor business.

             3.   The Fund will not purchase illiquid securities if, as
        a result of such purchase, more than 5% of the total value of
        its total assets would be invested in such securities.

             4.   The Fund's investments in warrants will be limited to
        5% of the Fund's net assets.  Included within such 5%, but not
        to exceed 2% of the value of the Fund's net assets, may be
        warrants which are not listed on either the New York Stock
        Exchange or the American Stock Exchange.

             5.   The Fund may purchase put or call options provided
        that the Fund's investments in such put or call options will be
        limited to 5% of the Fund's net assets.

             6.   The Fund will not purchase the securities of other
        investment companies except:  (a) as part of a plan of merger,
        consolidation or reorganization approved by the stockholders of
        the Fund; (b) securities of registered open-end investment
        companies; or (c) securities of registered closed-end investment
        companies on the open market where no commission results, other
        than the usual and customary broker's commission.  No purchases
        described in (b) and (c) will be made if as a result of such
        purchases (i) the Fund and its affiliated persons would hold
        more than 3% of any class of securities, including voting
        securities, of any registered investment company; (ii) more than
        5% of the Fund's net assets would be invested in shares of any
        one registered investment company; and (iii) more than 25% of
        the Fund's net assets would be invested in shares of registered
        investment companies.

             The aforementioned percentage restrictions on investment or
   utilization of assets refer to the percentage at the time an investment is
   made.  If these restrictions are adhered to at the time an investment is
   made, and such percentage subsequently changes as a result of changing
   market values or some similar event, no violation of the Fund's
   fundamental restrictions will be deemed to have occurred.  Any changes in
   the Fund's investment restrictions made by the Board of Directors will be
   communicated to stockholders prior to their implementation.

                            INVESTMENT CONSIDERATIONS

   Warrants and Put and Call Options

             As set forth in the Corporation's Prospectus, the Fund may
   invest in warrants and put and call options on securities.  

             By purchasing a put option, the Fund obtains the right (but not
   the obligation) to sell the option's underlying security at a fixed strike
   price.  In return for this right, the Fund pays the current market price
   for the option (known as the option premium).  The Fund may terminate its
   position in a put option it has purchased by allowing it to expire or by
   exercising the option.  If the option is allowed to expire, the Fund will
   lose the entire premium it paid.  If the Fund exercises the option, it
   completes the sale of the underlying security at the strike price.  The
   Fund may also terminate a put option position by closing it out in the
   secondary market at its current price, if a liquid secondary market
   exists.  The buyer of a put option can expect to realize a gain if
   security prices fall substantially.  However, if the underlying security's
   price does not fall enough to offset the cost of purchasing the option, a
   put buyer can expect to suffer a loss (limited to the amount of the
   premium paid, plus related transaction costs).

             The features of call options are essentially the same as those
   of put options, except that the purchaser of a call option obtains the
   right to purchase, rather than sell, the underlying security at the
   option's strike price.  A call buyer attempts to participate in potential
   price increases of the underlying security with risk limited to the cost
   of the option if security prices fall.  At the same time, the buyer can
   expect to suffer a loss if security prices do not rise sufficiently to
   offset the cost of the option.

             Warrants are similar to call options in that the purchaser of a
   warrant has the right (but not the obligation) to purchase the underlying
   security at a fixed price.  Warrants are issued by the issuer of the
   underlying security whereas options are not.  Warrants typically have
   exercise periods in excess of those of call options.

   High Yield Securities

             As set forth in the Corporation's Prospectus, the Fund (or a
   registered investment company in which the Fund invests) may invest in
   high yield, high risk, lower-rated securities, commonly known as "junk
   bonds."  Investments in such securities are subject to the risk factors
   outlined below.

             The high yield market is relatively new and at times is subject
   to substantial volatility.  An economic downturn or increase in interest
   rates may have a more significant effect on the high yield securities in
   an underlying registered investment company's portfolio and their markets,
   as well as on the ability of securities' issuers to repay principal and
   interest. Issuers of high yield securities may be of low creditworthiness
   and the high yield securities may be subordinated to the claims of senior
   lenders.  During periods of economic downturn or rising interest rates the
   issuers of high yield securities may have greater potential for insolvency
   and a higher incidence of high yield bond defaults may be experienced.

             The prices of high yield securities have been found to be less
   sensitive to interest rate changes than higher-rated investments but are
   more sensitive to adverse economic changes or individual corporate
   developments.  During an economic downturn or substantial period of rising
   interest rates, highly leveraged issuers may experience financial stress
   which would adversely affect their ability to service their principal and
   interest payment obligations, to meet projected business goals, and to
   obtain additional financing.  If the issuer of a high yield security owned
   by the Fund (or by a registered investment company in which the Fund
   invests) defaults, the Fund (or such registered investment company) may
   incur additional expenses in seeking recovery.  Periods of economic
   uncertainty and changes can be expected to result in increased volatility
   of market prices of high yield securities and the Fund's net asset value. 
   Yields on high yield securities will fluctuate over time.  Furthermore, in
   the case of high yield securities structured as zero coupon or pay-in-kind
   securities, their market prices are affected to a greater extent by
   interest rate changes and thereby tend to be more volatile than market
   prices of securities which pay interest periodically and in cash.

             Certain securities held by the Fund (or a registered investment
   company in which the Fund invests), including high yield securities, may
   contain redemption or call provisions.  If an issuer exercises these
   provisions in a declining interest rate market, the Fund (or such
   registered investment company) would have to replace the security with a
   lower yielding security, resulting in a decreased return for the investor. 
   Conversely, a high yield security's value will decrease in a rising
   interest rate market, as will the value of the Fund's (or the underlying
   registered investment company's) assets.

             The secondary market for high yield securities may at times
   become less liquid or respond to adverse publicity or investor perceptions
   making it more difficult for the Fund (or a registered investment company
   in which the Fund invests) to value accurately high yield securities or
   dispose of them.  To the extent the Fund (or a registered investment
   company in which the Fund invests) owns or may acquire illiquid or
   restricted high yield securities, these securities may involve special
   registration responsibilities, liabilities and costs, and liquidity
   difficulties, and judgment will play a greater role in valuation because
   there is less reliable and objective data available.

             Special tax considerations are associated with investing in high
   yield bonds structured as zero coupon or pay-in-kind securities.  The Fund
   (or a registered investment company in which the Fund invests) will report
   the interest on these securities as income even though it receives no cash
   interest until the security's maturity or payment date.  Further, the Fund
   (or a registered investment company in which the Fund invests) must
   distribute substantially all of its income to its shareholders to qualify
   for pass-through treatment under the tax law.  Accordingly, the Fund (or a
   registered investment company in which the Fund invests) may have to
   dispose of its portfolio securities under disadvantageous circumstances to
   generate cash or may have to borrow to satisfy distribution requirements.

             Credit ratings evaluate the safety of principal and interest
   payments, not the market value risk of high yield securities.  Since
   credit rating agencies may fail to timely change the credit ratings to
   reflect subsequent events, the investment adviser to the Fund (or a
   registered investment company in which the Fund invests) should monitor
   the issuers of high yield securities in the portfolio to determine if the
   issuers will have sufficient cash flow and profits to meet required
   principal and interest payments, and to attempt to assure the securities'
   liquidity so the fund can meet redemption requests.  To the extent that
   the Fund (or a registered investment company in which the Fund invests)
   invests in high yield securities, the achievement of its investment
   objective may be more dependent on its own credit analysis than is the
   case for higher quality bonds.  The Fund (or a registered investment
   company in which the Fund invests) may retain a portfolio security whose
   rating has been changed.

   Futures Contracts

             A registered investment company in which the Fund invests may
   enter into futures contracts for the purchase or sale of debt securities
   and stock indexes.  A futures contract is an agreement between two parties
   to buy and sell a security or an index for a set price on a future date. 
   Futures contracts are traded on designated "contract markets" which,
   through their clearing corporations, guarantee performance of the
   contracts.

             A financial futures contract sale creates an obligation by the
   seller to deliver the type of financial instrument called for in the
   contract in a specified delivery month for a stated price.  A financial
   futures contract purchase creates an obligation by the purchaser to take
   delivery of the type of financial instrument called for in the contract in
   a specified delivery month at a stated price.  The specific instruments
   delivered or taken, respectively, at settlement date are not determined
   until on or near such date.  The determination is made in accordance with
   the rules of the exchange on which the futures contract sale or purchase
   was made.  Futures contracts are traded in the United States only on
   commodity exchanges or boards of trade -- known as "contract markets" --
   approved for such trading by the Commodity Futures Trading Commission (the
   "CFTC"), and must be executed through a futures commission merchant or
   brokerage firm which is a member of the relevant contract market.

             Although futures contracts by their terms call for actual
   delivery or acceptance of commodities or securities, in most cases the
   contracts are closed out before the settlement date without the making or
   taking of delivery.  Closing out a futures contract sale is effected by
   purchasing a futures contract for the same aggregate amount of the
   specific type of financial instrument or commodity with the same delivery
   date.  If the price of the initial sale of the futures contract exceeds
   the price of the offsetting purchase, the seller is paid the difference
   and realizes a gain.  On the other hand, if the price of the offsetting
   purchase exceeds the price of the initial sale, the seller realizes a
   loss.  The closing out of a futures contract purchase is effected by the
   purchaser's entering into a futures contract sale.  If the offsetting sale
   price exceeds the purchase price, the purchaser realizes a gain, and if
   the purchase price exceeds the offsetting sale price, the purchaser
   realizes a loss.

             A registered investment company in which the Fund invests may
   sell financial futures contracts in anticipation of an increase in the
   general level of interest rates.  Generally, as interest rates rise, the
   market value of the securities held by an underlying registered investment
   company will fall, thus reducing its net asset value.  This interest rate
   risk may be reduced without the use of futures as a hedge by selling such
   securities and either reinvesting the proceeds in securities with shorter
   maturities or by holding assets in cash.  This strategy, however, entails
   increased transaction costs in the form of dealer spreads and brokerage
   commissions and would typically reduce the registered investment company's
   average yield as a result of the shortening of maturities.

             The sale of financial futures contracts serves as a means of
   hedging against rising interest rates.  As interest rates increase, the
   value of an underlying registered investment company's short position in
   the futures contracts will also tend to increase, thus offsetting all or a
   portion of the depreciation in the market value of the investments being
   hedged.  While a registered investment company in which the Fund invests
   will incur commission expenses in selling and closing out futures
   positions (by taking an opposite position in the futures contract),
   commissions on futures transactions tend to be lower than transaction
   costs incurred in the purchase and sale of portfolio securities.

             A registered investment company in which the Fund invests may
   purchase interest rate futures contracts in anticipation of a decline in
   interest rates when it is not fully invested.  As such purchases are made,
   an underlying registered investment company would probably expect that an
   equivalent amount of futures contracts will be closed out.

             Unlike when a registered investment company in which the Fund
   invests purchases or sells a security, no price is paid or received by the
   registered investment company upon the purchase or sale of a futures
   contract.  Upon entering into a contract, the underlying registered
   investment company is required to deposit with its custodian in a
   segregated account in the name of the futures broker an amount of cash
   and/or U.S. Government securities.  This is known as "initial margin." 
   Initial margin is similar to a performance bond or good faith deposit
   which is returned to an underlying registered investment company upon
   termination of the futures contract, assuming all contractual obligations
   have been satisfied.  Futures contracts also involve brokerage costs.

             Subsequent payments, called "variation margin" or "maintenance
   margin", to and from the broker (or the custodian) are made on a daily
   basis as the price of the underlying security or commodity fluctuates,
   making the long and short positions in the futures contract more or less
   valuable.  This is known as "marking to the market."

             A registered investment company in which the Fund invests may
   elect to close some or all of its futures positions at any time prior to
   their expiration in order to reduce or eliminate a hedge position then
   currently held by the registered investment company.  The underlying
   registered investment company may close its positions by taking opposite
   positions which will operate to terminate its position in the futures
   contracts.  Final determinations of variation margin are then made,
   additional cash is required to be paid by or released to the underlying
   registered investment company, and it realizes a loss or a gain.  Such
   closing transactions involve additional commission costs.

             A stock index futures contract may be used to hedge an
   underlying registered investment company's portfolio with regard to market
   risk as distinguished from risk related to a specific security.  A stock
   index futures contract is a contract to buy or sell units of an index at a
   specified future date at a price agreed upon when the contract is made.  A
   stock index futures contract does not require the physical delivery of
   securities, but merely provides for profits and losses resulting from
   changes in the market value of the contract to be credited or debited at
   the close of each trading day to the respective accounts of the parties to
   the contract.  On the contract's expiration date, a final cash settlement
   occurs.  Changes in the market value of a particular stock index futures
   contract reflect changes in the specified index of equity securities on
   which the future is based.

             In the event of an imperfect correlation between the futures
   contract and the portfolio position which is intended to be protected, the
   desired protection may not be obtained and the registered investment
   company may be exposed to risk of loss.  Further, unanticipated changes in
   interest rates or stock price movements may result in a poorer overall
   performance for the registered investment company than if it had not
   entered into futures contracts on debt securities or stock indexes.

             The market prices of futures contracts may also be affected by
   certain factors.  First, all participants in the futures market are
   subject to margin deposit and maintenance requirements.  Rather than
   meeting additional margin deposit requirements, participants may close
   futures contracts through offsetting transactions which could distort the
   normal relationship between the securities and futures markets.  Second,
   the deposit requirements in the futures market are less stringent than
   margin requirements in the securities market.  Accordingly, increased
   participation by speculators in the futures market may also cause
   temporary price distortions.

             Positions in futures contracts may be closed out only on an
   exchange or board of trade providing a secondary market for such futures. 
   There is no assurance that a liquid secondary market on an exchange or
   board of trade will exist for any particular contract or at any particular
   time.

             In order to assure that registered investment companies have
   sufficient assets to satisfy their obligations under their futures
   contracts, the registered investment companies in which the Fund invests
   are required to establish segregated accounts with their custodians.  Such
   segregated accounts are required to contain an amount of cash, U.S.
   Government securities and other liquid, high grade debt securities equal
   in value to the current value of the underlying instrument less the margin
   deposit.

             The risk to an underlying registered investment company from
   investing in futures is potentially unlimited.  Gains and losses on
   investments in futures depend upon the underlying registered investment
   company's investment adviser's ability to predict correctly the direction
   of stock prices, interest rates and other economic factors.

   Options on Futures Contracts

             A registered investment company in which the Fund invests may
   also purchase and sell listed put and call options on futures contracts. 
   An option on a futures contract gives the purchaser the right in return
   for the premium paid, to assume a position in a futures contract (a long
   position if the option is a call and a short position if the option is a
   put), at a specified exercise price at any time during the option period. 
   When an option on a futures contract is exercised, delivery of the futures
   position is accompanied by cash representing the difference between the
   current market price of the futures contract and the exercise price of the
   option.  The underlying registered investment company may also purchase
   put options on futures contracts in lieu of, and for the same purpose as,
   a sale of a futures contract.  A registered investment company in which
   the Fund invests may also purchase such put options in order to hedge a
   long position in the underlying futures contract in the same manner as it
   purchases "protective puts" on securities.

             The holder of an option may terminate the position by selling an
   option of the same series.  There is, however, no guarantee that such a
   closing transaction can be effected.  An underlying registered investment
   company is required to deposit initial and maintenance margin with respect
   to put and call options on futures contracts written by it pursuant to
   brokers' requirements similar to those applicable to futures contracts
   described above and, in addition, net option premiums received will be
   included as initial margin deposits.

             In addition to the risks which apply to all options
   transactions, there are several risks relating to options on futures
   contracts.  The ability to establish and close out positions on such
   options is subject to the development and maintenance of a liquid
   secondary market.  It is not certain that this market will develop.  In
   comparison with the use of futures contracts,the purchase of options on
   futures contracts involves less potential risk to a registered investment
   company because the maximum amount of risk is the premium paid for the
   option (plus transaction costs).  There may, however, be circumstances
   when the use of an option on a futures contract would result in a loss to
   a registered investment company in which the Fund invests when the use of
   a futures contract would not, such as when there is no movement in the
   prices of the underlying securities.  Writing an option on a futures
   contract involves risks similar to those arising in the sale of futures
   contracts, as described above.

   Illiquid Securities

             The Fund may invest up to 5% of its net assets in securities for
   which there is no readily available market ("illiquid securities").  The
   5% limitation includes securities whose disposition would be subject to
   legal restrictions ("restricted securities").  Illiquid and restricted
   securities often have a market value lower than the market price of
   unrestricted securities of the same issuer and are not readily marketable
   without some time delay.  This could result in the Fund being unable to
   realize a favorable price upon disposition of such securities and in some
   cases might make disposition of such securities at the time desired by the
   Fund impossible.

   Lending Portfolio Securities

             The Fund may lend its investment securities to qualified
   institutional investors for either short-term or long-term purposes of
   realizing additional income.  However, the Fund has determined not to lend
   investment securities during the fiscal year ending September 30, 1996. 
   Loans of securities by the Fund will be collateralized by cash, letters of
   credit, or securities issued or guaranteed by the U.S. Government or its
   agencies.  The collateral will equal at least 100% of the current market
   value of the loaned securities.

                    DIRECTORS AND OFFICERS OF THE CORPORATION

             The name, age, address, principal occupation(s) during the past
   five years, and other information with respect to each of the directors
   and officers of the Corporation are as follows:
      
             * David D. Deming -- Director, Vice President and Secretary. 
   Mr. Deming, 36, has been President and Portfolio Manager of Leuthold &
   Anderson,Inc. (the "Adviser") since January 1, 1995.  He has also been
   President and Marketing Director of Leuthold, Weeden & Associates, L.P., a
   Minneapolis investment advisory firm since April, 1994.  Prior to joining
   Leuthold, Weeden & Associates, L.P., Mr. Deming was employed by The
   Leuthold Group, the institutional investment research division of Weeden &
   Co., L.P., a securities broker-dealer, from June 1, 1992 until April,
   1994.  Prior to joining The Leuthold Group, Mr. Deming was employed by
   Paine Webber, a securities broker-dealer, in Minneapolis as an account
   executive from September, 1991 until June, 1992.  Prior to joining Paine
   Webber, Mr. Deming was a co-founder and principal of Via Moto, Ltd., a
   Chicago, Illinois specialty retailer, from March, 1989 through September,
   1991.  Mr. Deming graduated from the University of Wisconsin-La Crosse
   with a B.S. in Finance in 1982.  His address is c/o Leuthold & Anderson,
   Inc., 100 North Sixth Street, Suite 700A, Minneapolis, MN  55403.
       
      
             * Steven C. Leuthold -- Director, President and Treasurer.  Mr.
   Leuthold, 58, has been Chairman and Portfolio Manager for the Adviser
   since August, 1987.  He has also been a Portfolio Manager for Leuthold,
   Weeden & Associates, L.P. since January, 1991 and Chairman of The Leuthold
   Group since November, 1981.  He is also a director of Minnesota Brewing
   Company, a public company engaged in contract and proprietary brewing. 
   Mr. Leuthold graduated from the University of Minnesota with a B.S. in
   History in 1960.  His address is c/o Leuthold & Anderson, Inc., 100 North
   Sixth Street, Suite 700A, Minneapolis, MN  55403.
       
      
             * Charles D. Zender -- Director.  Mr. Zender, 51, has been
   Managing Director of The Leuthold Group since January, 1991.  Prior to
   such time, he served as a marketing/sales executive of The Leuthold Group
   since May, 1988.  Mr. Zender graduated from the University of Northern
   Iowa with a B.A. in Accounting/Business Administration in 1970.  His
   address is c/o Leuthold & Anderson, Inc., 100 North Sixth Street, Suite
   700A, Minneapolis, MN  55403.
       
   __________________
   *    Messrs. Leuthold, Deming and Zender are "interested persons" of the
        Corporation (as defined in the Act).

             John S. Chipman -- Director.  Mr. Chipman, 69, has been Regent's
   Professor of Economics at the University of Minnesota since 1981.  He was
   a Guest Professor at the University of Konstanz, Germany from 1986 to 1991
   and was awarded an honorary doctorate from such institution in 1991.  Mr.
   Chipman received his Ph.D in Economics from Johns Hopkins University in
   1950.  His address is c/o Leuthold & Anderson, Inc., 100 North Sixth
   Street, Suite 700A, Minneapolis, MN  55403.
      
             Lawrence L. Horsch -- Director.  Mr. Horsch, 61, has been a
   member of the Board of Directors of Boston Scientific Corp., a public
   company engaged in developing, producing and marketing medical devices,
   since February, 1995, when SCIMED Life Systems, Inc., a medical products
   company he helped organize in 1971, merged with Boston Scientific Corp. 
   Prior to such merger, Mr. Horsch served in various capacities with SCIMED
   Life Systems, Inc., including Acting Chief Financial Officer from 1994 to
   1995, Chairman of the Board from 1977 to 1994, and as a director from 1977
   to 1995.  He has also served as Chairman of Eagle Management & Financial
   Corp., a management consulting firm, since 1990.  From 1987 to 1990, he
   served as Chairman and Chief Executive Officer of Munsingwear, Inc., an
   apparel company that filed for protection under Chapter 11 of the Federal
   Bankruptcy Code in July, 1991 and emerged from bankruptcy in September,
   1991.  Mr. Horsch attended the College of St. Thomas and Northwestern
   University, where he received an M.B.A. in Finance in 1958.  His address
   is c/o Leuthold & Anderson, Inc., 100 North Sixth Street, Suite 700A,
   Minneapolis, MN  55403.
       
      
             Paul M. Kelnberger -- Director.  Mr. Kelnberger, 52, joined
   Johnson, West & Co., PLC, a public accounting firm, in 1969 and has been a
   partner since 1975.  He is also a director of Video Update, Inc., a public
   company engaged in owning, operating and franchising video rental
   superstores.  Mr. Kelnberger is a Certified Public Accountant (CPA).  His
   address is c/o Johnson, West & Co., PLC, 336 Robert Street North, Suite
   1400, St. Paul, MN  55101.
       
      
             Elizabeth Page -- Vice President, Assistant Secretary.  Ms.
   Page, 36, has been Operations Manager of the Adviser since 1988 and
   Operations and Compliance Director since January, 1995.  Ms. Page
   graduated from the University of Wisconsin-Stout with a B.S. in Business
   Administration in 1982.  Her address is c/o Leuthold & Anderson, Inc., 100
   North Sixth Street, Suite 700A, Minneapolis, MN  55403.
       
      
             Kristen Voigtsberger -- Vice President.  Ms. Voigtsberger, 32,
   has been Account Administrator of the Adviser since 1990.  Ms.
   Voigtsberger graduated from Pennsylvania State University in 1985 with a
   B.A. in Russian.  Her address is c/o Leuthold & Anderson, Inc., 100 North
   Sixth Street, Suite 700A, Minneapolis, MN  55403.
       
             The Corporation's standard method of compensating directors is
   to pay each director who is not an interested person of the Corporation a
   fee of $500 for each meeting of the Board of Directors attended.  The
   Corporation also may reimburse its directors for travel expenses incurred
   in order to attend meetings of the Board of Directors.

             The Corporation was organized on August 30, 1995.  The table
   below sets forth the compensation anticipated to be paid by the
   Corporation to each of the current directors of the Corporation during the
   fiscal year ending September 30, 1996:

   <TABLE>
   <CAPTION>

                                                  COMPENSATION TABLE
                                                                                                    Total
                                                                                                 Compensation
                                                                                               from Corporation
                                   Aggregate       Pension or Retirement  Estimated Annual         and Fund
             Name of              Compensation      Benefits Accrued As     Benefits Upon       Complex Paid to
             Person             from Corporation   Part of Fund Expenses     Retirement            Directors

    <S>                             <C>                      <C>                 <C>                <C>
    David D. Deming                    $0                    $0                  $0                   $0
    Steven C. Leuthold                 $0                    $0                  $0                   $0
    Charles D. Zender                  $0                    $0                  $0                   $0
    John S. Chipman                  $2,000                  $0                  $0                 $2,000
    Lawrence L. Horsch               $2,000                  $0                  $0                 $2,000
    Paul M. Kelnberger               $2,000                  $0                  $0                 $2,000
   </TABLE>

               OWNERSHIP OF MANAGEMENT AND PRINCIPAL SHAREHOLDERS
      
             Set forth below are the names and addresses of all holders of
   the Fund's shares who as of March 31, 1996 beneficially owned more than 5%
   of the Fund's then outstanding shares, as well as the number of shares of
   the Fund beneficially owned by all officers and directors of the Fund as a
   group.

             Name and Address
           of Beneficial Owner         Number of Shares   Percent of Class

    Piper Trust Company, Trustee
    FBO Omnibus Reinvest
    222 S. 9th Street
    Minneapolis, MN  55402-3389           961,498(1)           27.7%

    Norwest Bank Minnesota, Trustee
    Interstate Medical Center
      Profit Sharing Plan
    U/A dated 6/1/84
    733 Marquette Avenue, #0036
    Minneapolis, MN  55479-0001             335,706             9.7%

    Norwest Bank Minnesota, Trustee
    Interstate Medical Center
      Money Purchase Pension Plan
    U/A dated 6/1/84
    733 Marquette Avenue, #0036
    Minneapolis, MN  55479-0001             201,051             5.8%

    Officers and Directors as a Group
    (8 persons)                          84,314(1)(2)           2.4%
   _____________________________
        (1)  Includes 7,189 shares held in the Leuthold & Anderson Retirement
             Plan

        (2)  Includes 66,973 shares held by the Steven Leuthold Trust, for
             which Albert Andrews, Jr. serves as sole trustee, and 10,152
             shares held by the Steven C. Leuthold Family Foundation, a
             charitable trust controlled by Steven C. Leuthold.

        By virtue of its share ownership, Piper Trust Company, Trustee FBO
   Omnibus Reinvest, is deemed to control the Fund and the Corporation.  In
   combination with the holders of more than 22.3% of the Fund's outstanding
   shares, Piper Trust Company, Trustee FBO Omnibus Reinvest, owns sufficient
   shares of the Fund to approve or disapprove all matters brought before the
   Fund's shareholders, including the election of directors of the
   Corporation and the approval of auditors.  The Corporation does not
   control any person.
       
                  INVESTMENT ADVISER, ADMINISTRATOR, CUSTODIAN,
                    TRANSFER AGENT AND ACCOUNT SERVICES AGENT

             As set forth in the Prospectus under the caption "MANAGEMENT OF
   THE FUND," the investment adviser to the Fund is Leuthold & Anderson,
   Inc., 100 North Sixth Street, Suite 700A, Minneapolis, Minnesota  55403
   (the "Adviser").  Pursuant to the investment advisory agreement entered
   into between the Corporation and the Adviser with respect to the Fund (the
   "Advisory Agreement"), the Adviser furnishes continuous investment
   advisory services to the Fund.  The Adviser is controlled by Steven C.
   Leuthold, its Chairman and principal shareholder.

             The Adviser has undertaken to reimburse the Fund to the extent
   that the aggregate annual operating expenses, including the investment
   advisory fee and the administration fee but excluding interest, taxes,
   brokerage commissions and other costs incurred in connection with the
   purchase or sale of portfolio securities, and extraordinary items, exceed
   that percentage of the average net assets of the Fund for such year, as
   determined by valuations made as of the close of each business day of the
   year, which is the most restrictive percentage provided by the state laws
   of the various states in which the shares of the Fund are qualified for
   sale or, if the states in which the shares of the Fund are qualified for
   sale impose no such restrictions, 2%.  As of the date of this Statement of
   Additional Information, the percentage applicable to the Fund is 2-1/2% on
   the first $30,000,000 of its average daily net assets, 2% on average daily
   the next $70,000,000 of its average daily net assets and 1-1/2% on average
   daily net assets in excess of $100,000,000.  Additionally, the Adviser has
   voluntarily agreed to reimburse the Fund to the extent aggregate annual
   operating expenses as described above exceed 1.25% of the Fund's daily net
   assets.  The Fund monitors its expense ratio on a monthly basis.  If the
   accrued amount of the expenses of the Fund exceeds the expense limitation,
   the Fund creates an account receivable from the Adviser for the amount of
   such excess.  In such a situation the monthly payment of the Adviser's fee
   will be reduced by the amount of such excess (and if the amount of such
   excess in any month is greater than the monthly payment of the Adviser's
   fee, the Adviser will pay the Fund the amount of such difference), subject
   to adjustment month by month during the balance of the Fund's fiscal year
   if accrued expenses thereafter fall below this limit.

             The Advisory Agreement will remain in effect as long as its
   continuance is specifically approved at least annually (i) by the Board of
   Directors of the Corporation or by the vote of a majority (as defined in
   the Act) of the outstanding shares of the Fund, and (ii) by the vote of a
   majority of the directors of the Fund who are not parties to the Advisory
   Agreement or interested persons of the Adviser, cast in person at a
   meeting called for the purpose of voting on such approval.  The Advisory
   Agreement provides that it may be terminated at any time without the
   payment of any penalty, by the Board of Directors of the Corporation or by
   vote of the majority of the Fund's stockholders on sixty (60) days'
   written notice to the Adviser, and by the Adviser on the same notice to
   the Corporation, and that it shall be automatically terminated if it is
   assigned.

             The Advisory Agreement provides that the Adviser shall not be
   liable to the Corporation or its stockholders for anything other than
   willful misfeasance, bad faith, gross negligence or reckless disregard of
   its obligations or duties.  The Advisory Agreement also provides that the
   Adviser and its officers, directors and employees may engage in other
   businesses, devote time and attention to any other business whether of a
   similar or dissimilar nature, and render services to others.

             As set forth in the Prospectus under the caption "MANAGEMENT OF
   THE FUND,"  the administrator to the Corporation is Firstar Trust Company,
   615 East Michigan Street, Milwaukee, Wisconsin 53202 (the
   "Administrator").  The Fund Administration Servicing Agreement entered
   into between the Corporation and the Administrator relating to the Fund
   (the "Administration Agreement") will remain in effect until terminated by
   either party.  The Administration Agreement may be terminated at any time,
   without the payment of any penalty, by the Board of Directors of the
   Corporation upon the giving of ninety (90) days' written notice to the
   Administrator, or by the Administrator upon the giving of ninety (90)
   days' written notice to the Corporation.

             Under the Administration Agreement, the Administrator shall
   exercise reasonable care and is not liable for any error or judgment or
   mistake of law or for any loss suffered by the Corporation in connection
   with the performance of the Administration Agreement, except a loss
   resulting from willful misfeasance, bad faith or negligence on the part of
   the Administrator in the performance of its duties under the
   Administration Agreement.

             Firstar Trust Company also serves as custodian of the
   Corporation's assets pursuant to a Custody Agreement.  Under the Custody
   Agreement, Firstar Trust Company has agreed to (i) maintain a separate
   account in the name of the Fund, (ii) make receipts and disbursements of
   money on behalf of the Fund, (iii) collect and receive all income and
   other payments and distributions on account of the Fund's portfolio
   investments, (iv) respond to correspondence from shareholders, security
   brokers and others relating to its duties and (v) make periodic reports to
   the Fund concerning the Fund's operations.  Firstar Trust Company does not
   exercise any supervisory function over the purchase and sale of
   securities.  For its services as custodian, Firstar Trust Company is
   entitled to receive a fee, payable monthly, based on the annual rate of
   .02% of the net assets of the Fund (subject to a minimum annual $2,700
   fee).  In addition, Firstar Trust Company, as custodian, is entitled to
   certain charges for securities transactions and reimbursement for
   expenses.

             Firstar Trust Company also serves as transfer agent and dividend
   disbursing agent for the Fund under a Shareholder Servicing Agent
   Agreement.  As transfer and dividend disbursing agent, Firstar Trust
   Company has agreed to (i) issue and redeem shares of the Fund, (ii) make
   dividend and other distributions to shareholders of the Fund, (iii)
   respond to correspondence by Fund shareholders and others relating to its
   duties, (iv) maintain shareholder accounts, and (v) make periodic reports
   to the Fund.  For its transfer agency and dividend disbursing services,
   Firstar Trust Company is entitled to receive fees at the rate of $13 per
   shareholder account (subject to a minimum annual fee of $18,900).  Also,
   Firstar Trust Company is entitled to certain other transaction charges and
   reimbursement for expenses.

             In addition the Corporation has entered into a Fund Accounting
   Servicing Agreement with Firstar Trust Company pursuant to which Firstar
   Trust Company has agreed to maintain the financial accounts and records of
   the Fund and provide other accounting services to the Fund.  For its
   accounting services, Firstar Trust Company is entitled to receive fees,
   payable monthly, based on the total annual rate of $19,800 for the first
   $40 million in average net assets of the Fund, .01% on the next $200
   million of average net assets, and .005% on average net assets exceeding
   $240 million.  Firstar Trust Company is also entitled to certain out of
   pocket expenses, including pricing expenses.

                        DETERMINATION OF NET ASSET VALUE
      
             As set forth in the Prospectus under the caption "DETERMINATION
   OF NET ASSET VALUE," the net asset value of the Fund will be determined as
   of the close of regular trading (currently 4:00 p.m. Eastern time) on each
   day the New York Stock Exchange is open for trading.  Options are valued
   at the latest quoted bid price.  The New York Stock Exchange is open for
   trading Monday through Friday except New Year's Day, Washington's
   Birthday, Good Friday, Memorial Day, Independence Day, Labor Day,
   Thanksgiving Day and Christmas Day.  Additionally, when any of the
   aforementioned holidays falls on a Saturday, the New York Stock Exchange
   will not be open for trading on the preceding Friday and when any such
   holiday falls on a Sunday, the New York Stock Exchange will not be open
   for trading on the succeeding Monday, unless unusual business conditions
   exist, such as the ending of a monthly or the yearly accounting period. 
   The New York Stock Exchange also may be closed on national days of
   mourning.
       
                           SYSTEMATIC WITHDRAWAL PLAN

             An investor who owns Fund shares worth at least $10,000 at the
   current net asset value may, by completing an application which may be
   obtained from the Fund or Firstar Trust Company, create a Systematic
   Withdrawal Plan from which a fixed sum will be paid to the investor at
   regular intervals.  To establish the Systematic Withdrawal Plan, the
   investor deposits Fund shares with the Corporation and appoints it as
   agent to effect redemptions of Fund shares held in the account for the
   purpose of making monthly or quarterly withdrawal payments of a fixed
   amount to the investor out of the account.  Fund shares deposited by the
   investor in the account need not be endorsed or accompanied by a stock
   power if registered in the same name as the account; otherwise, a properly
   executed endorsement or stock power, obtained from any bank, broker-dealer
   or the Corporation is required.  The investor's signature should be
   guaranteed by a bank, a member firm of a national stock exchange or other
   eligible guarantor.

             The minimum amount of a withdrawal payment is $100.  These
   payments will be made from the proceeds of periodic redemptions of shares
   in the account at net asset value.  Redemptions will be made in accordance
   with the schedule (e.g., monthly, bimonthly [every other month], quarterly
   or yearly, but in no event more than monthly) selected by the investor. 
   If a scheduled redemption day is a weekend day or a holiday, such
   redemption will be made on the next preceding business day.  Establishment
   of a Systematic Withdrawal Plan constitutes an election by the investor to
   reinvest in additional Fund shares, at net asset value, all income
   dividends and capital gains distributions payable by the Fund on shares
   held in such account, and shares so acquired will be added to such
   account.  The investor may deposit additional Fund shares in his account
   at any time.

             Withdrawal payments cannot be considered as yield or income on
   the investor's investment, since portions of each payment will normally
   consist of a return of capital.  Depending on the size or the frequency of
   the disbursements requested, and the fluctuation in the value of the
   Fund's portfolio, redemptions for the purpose of making such disbursements
   may reduce or even exhaust the investor's account.

             The investor may vary the amount or frequency of withdrawal
   payments, temporarily discontinue them, or change the designated payee or
   payee's address, by notifying Firstar Trust Company in writing thirty (30)
   days prior to the next payment.

                        ALLOCATION OF PORTFOLIO BROKERAGE

             The Fund's securities trading and brokerage policies and
   procedures are reviewed by and subject to the supervision of the
   Corporation's Board of Directors.  Decisions to buy and sell securities
   for the Fund are made by the Adviser subject to review by the
   Corporation's Board of Directors.  In placing purchase and sale orders for
   portfolio securities for the Fund, it is the policy of the Adviser to seek
   the best execution of orders at the most favorable price in light of the
   overall quality of brokerage and research services provided, as described
   in this and the following paragraphs.  Many of these transactions involve
   payment of a brokerage commission by the Fund.  In some cases,
   transactions are with firms who act as principals of their own accounts. 
   In selecting brokers to effect portfolio transactions, the determination
   of what is expected to result in best execution at the most favorable
   price involves a number of largely judgmental considerations.  Among these
   are the Adviser's evaluation of the broker's efficiency in executing and
   clearing transactions, block trading capability (including the broker's
   willingness to position securities) and the broker's reputation, financial
   strength and stability.  The most favorable price to the Fund means the
   best net price without regard to the mix between purchase or sale price
   and commission, if any.  Over-the-counter securities may be purchased and
   sold directly with principal market makers who retain the difference in
   their cost in the security and its selling price.  In some instances, the
   Adviser feels that better prices are available from non-principal market
   makers who are paid commissions directly.  Although the Fund does not
   initially intend to market its shares through intermediary broker-dealers,
   the Fund may place portfolio orders with broker-dealers who recommend the
   purchase of Fund shares to clients (if the Adviser believes the
   commissions and transaction quality are comparable to that available from
   other brokers) and may allocate portfolio brokerage on that basis.
      
             The Adviser may allocate brokerage to Weeden & Co., L.P.
   ("Weeden") but only if the Adviser reasonably believes the commission and
   transaction quality are comparable to that available from other qualified
   brokers.  Steven C. Leuthold is a limited partner and director of Weeden. 
   Weeden's institutional investment research division is designated The
   Leuthold Group, in which Steven C. Leuthold has a separate fifty-percent
   pecuniary interest.  Under the Act, Weeden is prohibited from dealing with
   the Fund as a principal in the purchase and sale of securities.  Since
   transactions in the over-the-counter securities market generally involve
   transactions with dealers acting as principal for their own account,
   Weeden may not serve as the Fund's dealer in connection with such
   transactions.  Weeden, when acting as a broker for the Fund in any of its
   portfolio transactions executed on a securities exchange of which Weeden
   is a member, will act in accordance with the requirements of Section 11(a)
   of the Securities Exchange Act of 1934 and the rules of such exchanges.
       
             In allocating brokerage business for the Fund, the Adviser also
   takes into consideration the research, analytical, statistical and other
   information and services provided by the broker, such as general economic
   reports and information, reports or analyses of particular companies or
   industry groups, market timing and technical information, and the
   availability of the brokerage firm's analysts for consultation.  While the
   Adviser believes these services have substantial value, they are
   considered supplemental to the Adviser's own efforts in the performance of
   its duties under the Advisory Agreement.  Other clients of the Adviser may
   indirectly benefit from the availability of these services to the Adviser,
   and the Fund may indirectly benefit from services available to the Adviser
   as a result of transactions for other clients.  The Advisory Agreement
   provides that the Adviser may cause the Fund to pay a broker which
   provides brokerage and research services to the Adviser a commission for
   effecting a securities transaction in excess of the amount another broker
   would have charged for effecting the transaction, if the Adviser
   determines in good faith that such amount of commission is reasonable in
   relation to the value of brokerage and research services provided by the
   executing broker viewed in terms of either the particular transaction or
   the Adviser's overall responsibilities with respect to the Fund and the
   other accounts as to which he exercises investment discretion.  Weeden
   will not receive higher commissions because of research services provided. 
   The Fund did not commence operations until October 31, 1995.

                                      TAXES

             As set forth in the Prospectus under the caption "TAXES," the
   Fund will endeavor to qualify annually for and elect tax treatment
   applicable to a regulated investment company under Subchapter M of the
   Internal Revenue Code of 1986, as amended.

             Dividends from the Fund's earnings and profits, and
   distributions of the Fund's net long-term realized capital gains, are
   taxable to investors, whether received in cash or in additional shares of
   the Fund.  The 70% dividends-received deduction for corporations will
   apply only to the proportionate share of the dividend attributable to
   dividends received by the Fund from domestic corporations.

             Redemption of shares will generally result in a capital gain or
   loss for income tax purposes.  Such capital gain or loss will be long term
   or short term, depending upon the holding period.  However, if a loss is
   realized on shares held for six months or less, and the investor received
   a capital gain distribution during that period, then such loss is treated
   as a long-term capital loss to the extent of the capital gain distribution
   received.

             This section is not intended to be a full discussion of present
   or proposed federal income tax laws and the effect of such laws on an
   investor.  Investors are urged to consult with their respective tax
   advisers for a complete review of the tax ramifications of an investment
   in the Fund.

                              STOCKHOLDER MEETINGS

             The Maryland General Corporation Law permits registered
   investment companies, such as the Fund, to operate without an annual
   meeting of stockholders under specified circumstances if an annual meeting
   is not required by the Act.  The Fund has adopted the appropriate
   provisions in its Bylaws and may, at its discretion, not hold an annual
   meeting in any year in which the election of directors is not required to
   be acted on by stockholders under the Act.

             The Fund's Bylaws also contain procedures for the removal of
   directors by its stockholders.  At any meeting of stockholders, duly
   called and at which a quorum is present, the stockholders may, by the
   affirmative vote of the holders of a majority of the votes entitled to be
   cast thereon, remove any director or directors from office and may elect a
   successor or successors to fill any resulting vacancies for the unexpired
   terms of removed directors.

             Upon the written request of the holders of shares entitled to
   not less than ten percent (10%) of all the votes entitled to be cast at
   such meeting, the Secretary of the Fund shall promptly call a special
   meeting of stockholders for the purpose of voting upon the question of
   removal of any director.  Whenever ten or more stockholders of record who
   have been such for at least six months preceding the date of application,
   and who hold in the aggregate either shares having a net asset value of at
   least $25,000 or at least one percent (1%) of the total outstanding
   shares, whichever is less, shall apply to the Fund's Secretary in writing,
   stating that they wish to communicate with other stockholders with a view
   to obtaining signatures to a request for a meeting as described above and
   accompanied by a form of communication and request which they wish to
   transmit, the Secretary shall within five business days after such
   application either:  (1) afford to such applicants access to a list of the
   names and addresses of all stockholders as recorded on the books of the
   Fund; or (2) inform such applicants as to the approximate number of
   stockholders of record and the approximate cost of mailing to them the
   proposed communication and form of request.

             If the Secretary elects to follow the course specified in clause
   (2) of the last sentence of the preceding paragraph, the Secretary, upon
   the written request of such applicants, accompanied by a tender of the
   material to be mailed and of the reasonable expenses of mailing, shall,
   with reasonable promptness, mail such material to all stockholders of
   record at their addresses as recorded on the books unless within five
   business days after such tender the Secretary shall mail to such
   applicants and file with the Securities and Exchange Commission, together
   with a copy of the material to be mailed, a written statement signed by at
   least a majority of the Board of Directors to the effect that in their
   opinion either such material contains untrue statements of fact or omits
   to state facts necessary to make the statements contained therein not
   misleading, or would be in violation of applicable law, and specifying the
   basis of such opinion.

             After opportunity for hearing upon the objections specified in
   the written statement so filed, the Securities and Exchange Commission
   may, and if demanded by the Board of Directors or by such applicants
   shall, enter an order either sustaining one or more of such objections or
   refusing to sustain any of them.  If the Securities and Exchange
   Commission shall enter an order refusing to sustain any of such
   objections, or if, after the entry of an order sustaining one or more of
   such objections, the Securities and Exchange Commission shall find, after
   notice and opportunity for hearing, that all objections so sustained have
   been met, and shall enter an order so declaring, the Secretary shall mail
   copies of such material to all stockholders with reasonable promptness
   after the entry of such order and the renewal of such tender.

                             PERFORMANCE INFORMATION

             Average annual total return measures both the net investment
   income generated by, and the effect of any realized or unrealized
   appreciation or depreciation of, the underlying investments in the Fund's
   investment portfolio.  The Fund's average annual total return figures are
   computed in accordance with the standardized method prescribed by the
   Securities and Exchange Commission by determining the average annual
   compounded rates of return over the periods indicated, that would equate
   the initial amount invested to the ending redeemable value, according to
   the following formula:
                                         n
                                 P(1 + T) = ERV

   Where:    P    =    a hypothetical initial payment of $1,000

             T    =    average annual total return

             n    =    number of years

             ERV  =    ending redeemable value at the end of
                       the period of a hypothetical $1,000
                       payment made at the beginning of such
                       period

   This calculation (i) assumes all dividends and distributions are
   reinvested at net asset value or the appropriate reinvestment dates as
   described in the Prospectus, and (ii) deducts all recurring fees, such as
   advisory fees, charged as expenses to all investor accounts.

             Total return is the cumulative rate of investment growth which
   assumes that income dividends and capital gains are reinvested.  It is
   determined by assuming a hypothetical investment at the net asset value at
   the beginning of the period, adding in the reinvestment of all income
   dividends and capital gains, calculating the ending value of the
   investment at the net asset value as of the end of the specified time
   period, subtracting the amount of the original investment, and dividing
   this amount by the amount of the original investment.  This calculated
   amount is then expressed as a percentage by multiplying by 100.
      
             The Fund's total return for the period from the Fund's
   commencement of operations (November 20, 1995) through March 31, 1996 was
   1.42%.  The foregoing performance results are based on historical earnings
   and should not be considered as representative of the performance of the
   Fund in the future.  Such performance results also reflect reimbursements
   made by the Adviser during the period from November 20, 1995 through March
   31, 1996 to keep aggregate annual operating expenses at or below 1.25% of
   daily net assets.  An investment in the Fund will fluctuate in value and
   at redemption its value may be more or less than the initial investment.
       
                        DESCRIPTION OF SECURITIES RATINGS

             As set forth in the Corporation's Prospectus, the Fund (or a
   registered investment company in which the Fund invests) may invest in
   bonds and debentures assigned ratings of either Standard & Poor's
   Corporation ("Standard & Poor's") or Moody's Investors Service, Inc.
   ("Moody's").  As also set forth therein, the Fund may invest in commercial
   paper and commercial paper master notes rated by Standard & Poor's or
   Moody's.  A brief description of the ratings symbols and their meanings
   follows.

             Standard & Poor's Debt Ratings.  A Standard & Poor's corporate
   or municipal debt rating is a current assessment of the creditworthiness
   of an obligor with respect to a specific obligation.  This assessment may
   take into consideration obligors such as guarantors, insurers or lessees.

             The debt rating is not a recommendation to purchase, sell or
   hold a security, inasmuch as it does not comment as to market price or
   suitability for a particular investor.

             The ratings are based on current information furnished by the
   issuer or obtained by Standard & Poor's from other sources it considers
   reliable.  Standard & Poor's does not perform any audit in connection with
   any rating and may, on occasion, rely on unaudited financial information. 
   The ratings may be changed, suspended or withdrawn as a result of changes
   in, or unavailability of, such information, or for other circumstances.

             The ratings are based, in varying degrees, on the following
   considerations:

             I.   Likelihood of default - capacity and willingness of the
                  obligor as to the timely payment of interest and repayment
                  of principal in accordance with the terms of the
                  obligation;

             II.  Nature of and provisions of the obligation;

             III. Protection afforded by, and relative position of, the
                  obligation in the event of bankruptcy, reorganization or
                  other arrangement under the laws of bankruptcy and other
                  laws affecting creditors' rights.

             AAA - Debt rated AAA has the highest rating assigned by Standard
   & Poor's.  Capacity to pay interest and repay principal is extremely
   strong.

             AA - Debt rated AA has a very strong capacity to pay interest
   and repay principal and differs from the higher rated issues only in small
   degree.

             A - Debt rated A has a strong capacity to pay interest and repay
   principal although it is somewhat more susceptible to the adverse effects
   of changes in circumstances and economic conditions than debt in the
   higher rated categories.

             BBB - Debt rated BBB is regarded as having an adequate capacity
   to pay interest and repay principal.  Whereas it normally exhibits
   adequate protection parameters, adverse economic conditions or changing
   circumstances are more likely to lead to a weakened capacity to pay
   interest and repay principal for debts in this category than in higher
   rated categories.

             BB, B, CCC, CC, C - Debt rated BB, B, CCC, CC and C is regarded,
   on balance, as predominantly speculative with respect to capacity to pay
   interest and repay principal in accordance with the terms of the
   obligation.  BB indicates the lowest degree of speculation and C the
   highest degree of speculation.  While such debt will likely have some
   quality and protective characteristics, these are outweighed by large
   uncertainties or major risk exposures to adverse conditions.

             Moody's Bond Ratings.

             Aaa - Bonds which are rated Aaa are judged to be the best
   quality.  They carry the smallest degree of investment risk and are
   generally referred to as "gilt edged."  Interest payments are protected by
   a large, or by an exceptionally stable margin and principal is secure. 
   While the various protective elements are likely to change, such changes
   as can be visualized are most unlikely to impair the fundamentally strong
   position of such issues.

             Aa - Bonds which are Aa are judged to be of high quality by all
   standards.  Together with the Aaa group they comprise what are generally
   known as high-grade bonds.  They are rated lower than the best bonds
   because margins of protection may not be as large as in Aaa securities or
   fluctuation of protective elements may be of greater amplitude, or there
   may be other elements present which make the long-term risks appear
   somewhat larger than in Aaa securities.

             A - Bonds which are rated A possess many favorable investment
   attributes and are to be considered as upper medium grade obligations. 
   Factors giving security to principal and interest are considered adequate,
   but elements may be present which suggest a susceptibility to impairment
   sometime in the future.

             Baa - Bonds which are rated Baa are considered to be medium-
   grade obligations (i.e., they are neither highly protected nor poorly
   secured).  Interest payments and principal security appear adequate for
   the present but certain protective elements may be lacking or may be
   characteristically unreliable over any great length of time.  Such bonds
   lack outstanding investment characteristics and in fact have speculative
   characteristics as well.

             Ba - Bonds which are rated Ba are judged to have speculative
   elements; their future cannot be considered as well-assured.  Often the
   protection of interest and principal payments may be very moderate, and
   thereby not well safeguarded during both good and bad times over the
   future.  Uncertainty of position characterizes Bonds in this class.

             B - Bonds which are rated B generally lack characteristics of
   the desirable investment.  Assurance of interest and principal payments or
   of maintenance of other terms of the contract over any long period of time
   may be small.

             Caa - Bonds which are rated Caa are of poor standing.  Such
   issues may be in default or there may be present elements of danger with
   respect to principal or interest.

             Ca - Bonds which are rated Ca represent obligations which are
   speculative in a high degree.  Such issues are often in default or have
   other marked shortcomings.

             C - Bonds which are rated C are the lowest rated class of bonds,
   and issues so rated can be regarded as having extremely poor prospects of
   ever attaining any real investment standing.

             Moody's applies numerical modifiers 1, 2 and 3 in each generic
   rating classification from Aa to B.  The modifier 1 indicates that the
   company ranks in the higher end of its generic rating category; the
   modifier 2 indicates a mid-range ranking; and the modifier 3 indicates
   that the company ranks in the lower end of its generic rating category.

             Standard & Poor's Commercial Paper Ratings.  A Standard & Poor's
   commercial paper rating is a current assessment of the likelihood of
   timely payment of debt considered short-term in the relevant market. 
   Ratings are graded into several categories, ranging from A-1 for the
   highest quality obligations to D for the lowest.  The categories rated A-3
   or higher are as follows:

             A-1.  This highest category indicates that the degree of safety
   regarding timely payment is strong.  Those issuers determined to possess
   extremely strong safety characteristics are denoted with a plus sign (+)
   designation.

             A-2.  Capacity for timely payment on issues with this
   designation is satisfactory.  However the relative degree of safety is not
   as high as for issuers designed "A-1".

             A-3.  Issues carrying this designation have adequate capacity
   for timely payment.  They are, however, more vulnerable to the adverse
   effects of changes in circumstances than obligations carrying the higher
   designation.

             Moody's Short-Term Debt Ratings.  Moody's short-term debt
   ratings are opinions of the ability of issuers to repay punctually senior
   debt obligations which have an original maturity not exceeding one year. 
   Obligations relying upon support mechanisms such as letters-of-credit and
   bonds of indemnity are excluded unless explicitly rated.

             Moody's employs the following three designations, all judged to
   be investment grade, to indicate the relative repayment ability of rated
   issuers:

             Prime-1.  Issuers rated Prime-1 (or supporting institutions)
   have a superior ability for repayment of senior short-term debt
   obligations.  Prime-1 repayment ability will often be evidenced by many of
   the following characteristics:

        -    Leading market positions in well-established industries.

        -    High rates of return on funds employed.

        -    Conservative capitalization structure with moderate reliance on
             debt and ample asset protection.

        -    Broad margins in earnings coverage of fixed financial charges
             and high internal cash generation.

        -    Well-established access to a range of financial markets and
             assured sources of alternate liquidity.

             Prime-2.  Issuers rated Prime-2 (or supporting institutions)
   have a strong ability for repayment of senior short-term debt obligations. 
   This will normally be evidenced by many of the characteristics cited above
   but to a lesser degree.  Earnings trends and coverage ratios, while sound,
   may be more subject to variation.  Capitalization characteristics, while
   still appropriate, may be more affected by external conditions.  Ample
   alternate liquidity is maintained.

             Prime-3.  Issuers rated Prime-3 (or supporting institutions)
   have an acceptable ability for repayment of senior short-term obligations. 
   The effect of industry characteristics and market compositions may be more
   pronounced.  Variability in earnings and profitability may result in
   changes in the level of debt protection measurements and may require
   relatively high financial leverage.  Adequate alternate liquidity is
   maintained.

                             INDEPENDENT ACCOUNTANTS

             Arthur Andersen LLP, 100 East Wisconsin Avenue, Milwaukee,
   Wisconsin  53202, has been selected as the independent accountants for the
   Fund.
      
                              FINANCIAL STATEMENTS

             The following unaudited financial statements are incorporated by
   reference to the Semi-Annual Report, dated March 31, 1996, of the Fund
   (File No. 811-9094), as filed with the Securities and Exchange Commission
   on April 29, 1996:

             -    Statement of Assets and Liabilities as of March 31, 1996
                  (Unaudited)

             -    Statement of Operations For the Period From November 20,
                  1995 (Commencement of Operations) through March 31, 1996
                  (Unaudited)

             -    Statement of Changes in Net Assets For the Period From
                  November 20, 1995 (Commencement of Operations) through
                  March 31, 1996 (Unaudited)

             -    Financial Highlights For the Period From November 20, 1995
                  (Commencement of Operations) to March 31, 1996 (Unaudited)

             -    Schedule of Investments as of March 31, 1996 (Unaudited)

             -    Notes to the Financial Statements (Unaudited)
       

                                     PART C

                                OTHER INFORMATION

   Item 24.    Financial Statements and Exhibits
      
        (a.)   Financial Statements (Financial Highlights included in Part A
               and all incorporated by reference to the Semi-Annual Report,
               dated March 31, 1996 (File No. 811-9094), of Leuthold Funds,
               Inc. (as filed with the Securities and Exchange Commission on
               April 29, 1996))

               Statement of Assets and Liabilities (Unaudited)

               Statement of Operations (Unaudited)

               Statement of Changes in Net Assets (Unaudited)

               Financial Highlights (Unaudited)

               Schedule of Investments (Unaudited)

               Notes to the Financial Statements (Unaudited)
       
        (b.)   Exhibits

               (1)   Registrant's Articles of Incorporation (Exhibit 1 to
                     Registrant's Registration Statement on Form N-1A is
                     incorporated by reference pursuant to Rule 411 under the
                     Securities Act of 1933).

               (2)   Registrant's Bylaws (Exhibit 2 to Registrant's
                     Registration Statement on Form N-1A is incorporated by
                     reference pursuant to Rule 411 under the Securities Act
                     of 1933).

               (3)   None

               (4)   Specimen Class A Common Stock Certificate (Leuthold
                     Asset Allocation Fund) (Exhibit 4 to Registrant's
                     Registration Statement on Form N-1A is incorporated by
                     reference pursuant to Rule 411 under the Securities Act
                     of 1933).
      
               (5)   Investment Advisory Agreement with Leuthold & Anderson,
                     Inc. relating to Leuthold Asset Allocation Fund (Exhibit
                     5 to Pre-Effective Amendment No. 1 to Registrant's
                     Registration Statement on Form N-1A is incorporated by
                     reference pursuant to Rule 411 under the Securities Act
                     of 1933).
       
               (6)   None

               (7)   None
      
               (8)   Custodian Agreement with Firstar Trust Company (Exhibit
                     8 to Pre-Effective Amendment No. 1 to Registrant's
                     Registration Statement on Form N-1A is incorporated by
                     reference pursuant to Rule 411 under the Securities Act
                     of 1933).

             (9.1)   Fund Administration Servicing Agreement with Firstar
                     Trust Company relating to Leuthold Asset Allocation Fund
                     (Exhibit 9.1 to Pre-Effective Amendment No. 1 to
                     Registrant's Registration Statement on Form N-1A is
                     incorporated by reference pursuant to Rule 411 under the
                     Securities Act of 1933).

             (9.2)   Transfer Agent Agreement with Firstar Trust Company
                     relating to Leuthold Asset Allocation Fund (Exhibit 9.2
                     to Pre-Effective Amendment No. 1 to Registrant's
                     Registration Statement on Form N-1A is incorporated by
                     reference pursuant to Rule 411 under the Securities Act
                     of 1933).

             (9.3)   Fund Accounting Servicing Agreement with Firstar Trust
                     Company (Exhibit 9.3 to Pre-Effective Amendment No. 1 to
                     Registrant's Registration Statement on Form N-1A is
                     incorporated by reference pursuant to Rule 411 under the
                     Securities Act of 1933).

              (10)   Opinion of Foley & Lardner, counsel for Registrant
                     (Exhibit 10 to Pre-Effective Amendment No. 1 to
                     Registrant's Registration Statement on Form N-1A is
                     incorporated by reference pursuant to Rule 411 under the
                     Securities Act of 1933).
       
              (11)   Consent of Arthur Andersen LLP.

              (12)   None
      
              (13)   Subscription Agreement (Exhibit 13 to Pre-Effective
                     Amendment No. 1 to Registrant's Registration Statement
                     on Form N-1A is incorporated by reference pursuant to
                     Rule 411 under the Securities Act of 1933).
       
              (14)   Individual Retirement Custodial Account (Exhibit 14 to
                     Registrant's Registration Statement on Form N-1A is
                     incorporated by reference pursuant to Rule 411 under the
                     Securities Act of 1933).

              (15)   None
      
              (16)   Schedule for Computation of Performance Quotations

              (17)   Financial Data Schedule

              (18)   None
       

   Item 25.  Persons Controlled by or under Common Control with Registrant
      
             Registrant is controlled by Piper Trust Company, Trustee FBO
   Omnibus Reinvest, which owned 27.7% of its voting securities as of March
   31, 1996.  Registrant neither controls any person nor is under common
   control with any other person.
       
   Item 26.  Number of Holders of Securities
      
                                            Number of Record Holders
                 Title of Class               as of March 31, 1996  


         Class A Common Stock, $0.0001                 77
           par value (Leuthold Asset
                Allocation Fund)
       
   Item 27.  Indemnification

             Pursuant to the authority of the Maryland General Corporation
   Law, particularly Section 2-418 thereof, Registrant's Board of Directors
   has adopted the following bylaw which is in full force and effect and has
   not been modified or cancelled:

                                   Article VII

                               GENERAL PROVISIONS

   Section 7.     Indemnification.

        A.   The Corporation shall indemnify all of its corporate
   representatives against expenses, including attorneys fees, judgments,
   fines and amounts paid in settlement actually and reasonably incurred by
   them in connection with the defense of any action, suit or proceeding, or
   threat or claim of such action, suit or proceeding, whether civil,
   criminal, administrative, or legislative, no matter by whom brought, or in
   any appeal in which they or any of them are made parties or a party by
   reason of being or having been a corporate representative, if the
   corporate representative acted in good faith and in a manner reasonably
   believed to be in or not opposed to the best interests of the corporation
   and with respect to any criminal proceeding, if he had no reasonable cause
   to believe his conduct was unlawful provided that the corporation shall
   not indemnify corporate representatives in relation to matters as to which
   any such corporate representative shall be adjudged in such action, suit
   or proceeding to be liable for gross negligence, willful misfeasance, bad
   faith, reckless disregard of the duties and obligations involved in the
   conduct of his office, or when indemnification is otherwise not permitted
   by the Maryland General Corporation Law.

        B.   In the absence of an adjudication which expressly absolves the
   corporate representative, or in the event of a settlement, each corporate
   representative shall be indemnified hereunder only if there has been a
   reasonable determination based on a review of the facts that
   indemnification of the corporate representative is proper because he has
   met the applicable standard of conduct set forth in paragraph A.  Such
   determination shall be made:  (i) by the board of directors, by a majority
   vote of a quorum which consists of directors who were not parties to the
   action, suit or proceeding, or if such a quorum cannot be obtained, then
   by a majority vote of a committee of the board consisting solely of two or
   more directors, not, at the time, parties to the action, suit or
   proceeding and who were duly designated to act in the matter by the full
   board in which the designated directors who are parties to the action,
   suit or proceeding may participate; or (ii) by special legal counsel
   selected by the board of directors or a committee of the board by vote as
   set forth in (i) of this paragraph, or, if the requisite quorum of the
   full board cannot be obtained therefor and the committee cannot be
   established, by a majority vote of the full board in which directors who
   are parties to the action, suit or proceeding may participate.

        C.   The termination of any action, suit or proceeding by judgment,
   order, settlement, conviction, or upon a plea of nolo contendere or its
   equivalent, shall create a rebuttable presumption that the person was
   guilty of willful misfeasance, bad faith, gross negligence or reckless
   disregard to the duties and obligations involved in the conduct of his or
   her office, and, with respect to any criminal action or proceeding, had
   reasonable cause to believe that his or her conduct was unlawful.

        D.   Expenses, including attorneys' fees, incurred in the preparation
   of and/or presentation of the defense of a civil or criminal action, suit
   or proceeding may be paid by the corporation in advance of the final
   disposition of such action, suit or proceeding as authorized in the manner
   provided in Section 2-418(F) of the Maryland General Corporation Law upon
   receipt of:  (i) an undertaking by or on behalf of the corporate
   representative to repay such amount unless it shall ultimately be
   determined that he or she is entitled to be indemnified by the corporation
   as authorized in this bylaw; and (ii) a written affirmation by the
   corporate representative of the corporate representative's good faith
   belief that the standard of conduct necessary for indemnification by the
   corporation has been met.

        E.   The indemnification provided by this bylaw shall not be deemed
   exclusive of any other rights to which those indemnified may be entitled
   under these bylaws, any agreement, vote of stockholders or disinterested
   directors or otherwise, both as to action in his or her official capacity
   and as to action in another capacity while holding such office, and shall
   continue as to a person who has ceased to be a director, officer, employee
   or agent and shall inure to the benefit of the heirs, executors and
   administrators of such a person subject to the limitations imposed from
   time to time by the Investment Company Act of 1940, as amended.

        F.   This corporation shall have power to purchase and maintain
   insurance on behalf of any corporate representative against any liability
   asserted against him or her and incurred by him or her in such capacity or
   arising out of his or her status as such, whether or not the corporation
   would have the power to indemnify him or her against such liability under
   this bylaw provided that no insurance may be purchased or maintained to
   protect any corporate representative against liability for gross
   negligence, willful misfeasance, bad faith or reckless disregard of the
   duties and obligations involved in the conduct of his or her office.

        G.   "Corporate Representative" means an individual who is or was a
   director, officer, agent or employee of the corporation or who serves or
   served another corporation, partnership, joint venture, trust or other
   enterprise in one of these capacities at the request of the corporation
   and who, by reason of his or her position, is, was, or is threatened to be
   made, a party to a proceeding described herein.

             Insofar as indemnification for and with respect to liabilities
   arising under the Securities Act of 1933 may be permitted to directors,
   officers and controlling persons of Registrant pursuant to the foregoing
   provisions or otherwise, Registrant has been advised that in the opinion
   of the Securities and Exchange Commission such indemnification is against
   public policy as expressed in the Act and is, therefore, unenforceable. 
   In the event that a claim for indemnification against such liabilities
   (other than the payment by Registrant of expenses incurred or paid by a
   director, officer or controlling person or Registrant in the successful
   defense of any action, suit or proceeding) is asserted by such director,
   officer or controlling person in connection with the securities being
   registered, Registrant will, unless in the opinion of its counsel the
   matter has been settled by controlling precedent, submit to a court of
   appropriate jurisdiction the question of whether such indemnification is
   against public policy as expressed in the Act and will be governed by the
   final adjudication of such issue.

   Item 28.  Business and Other Connections of Investment Adviser

             Incorporated by reference to pages 11 through 13 of the
   Statement of Additional Information pursuant to Rule 411 under the
   Securities Act of 1933.

   Item 29.  Principal Underwriters

             Not Applicable.

   Item 30.  Location of Accounts and Records

             The accounts, books and other documents required to be
   maintained by Registrant pursuant to Section 31(a) of the Investment
   Company Act of 1940 and the rules promulgated thereunder are in the
   physical possession of Registrant and Registrant's Administrator as
   follows:  the documents required to be maintained by paragraphs (5), (6),
   (7), (10) and (11) of Rule 31a-1(b) will be maintained by the Registrant
   at 100 North Sixth Street, Suite 700A, Minneapolis, Minnesota; and all
   other records will be maintained by the Registrant's Administrator,
   Firstar Trust Company, 615 East Michigan Street, Milwaukee, Wisconsin.

   Item 31.  Management Services

             All management-related service contracts entered into by
   Registrant are discussed in Parts A and B of this Registration Statement.
      
   Item 32.  Undertakings

             Registrant undertakes, if requested to do so by the holders of
   at least 10% of the Registrant's outstanding shares, to call a meeting of
   shareholders for the purpose of voting upon the question of removal of a
   director or directors and to assist in communications with other
   shareholders as required by Section 16(c) of the Investment Company Act of
   1940.
       
   <PAGE>
                                   SIGNATURES
      
             Pursuant to the requirements of the Securities Act of 1933 and
   the Investment Company Act of 1940, the Registrant certifies that it meets
   all of the requirements for effectiveness of this Amended Registration
   Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has
   duly caused this Amended Registration Statement to be signed on its behalf
   by the undersigned, thereunto duly authorized, in the City of Minneapolis
   and State of Minnesota on the 29th day of April, 1996.
       
                                      LEUTHOLD FUNDS, INC.
                                      (Registrant)


                                      By:  /s/ Steven C. Leuthold       
                                           Steven C. Leuthold, President

             Pursuant to the requirements of the Securities Act of 1933, this
   Amended Registration Statement has been signed below by the following
   persons in the capacities and on the date(s) indicated.

        Name                     Title                      Date

      
   /s/ Steven C. Leuthold     President and Treasurer   April 29, 1996 
   Steven C. Leuthold         (Principal Executive,
                              Financial and Accounting
                              Officer) and a Director

   /s/ David D. Deming        Director                  April 29, 1996
   David D. Deming              


   /s/ Charles D. Zender      Director                  April 29, 1996
   Charles D. Zender


   /s/ John S. Chipman        Director                  April 29, 1996
   John S. Chipman                     


   /s/ Lawrence L. Horsch     Director                  April 29, 1996
   Lawrence L. Horsch


   /s/ Paul M. Kelnberger     Director                  April 29, 1996
   Paul M. Kelnberger
       
   <PAGE>

                                  EXHIBIT INDEX
      Exhibit No.                 Exhibit                 Page No.

            (1)      Registrant's Articles of
                     Incorporation*

            (2)      Registrant's Bylaws*

            (3)      None

            (4)      Specimen Class A Common Stock
                     Certificate (Leuthold Asset
                     Allocation Fund)*

            (5)      Investment Advisory Agreement with
                     Leuthold and Anderson, Inc.
                     relating to Leuthold Asset
                     Allocation Fund*
       
            (6)      None
        
            (7)      None

            (8)      Custodian Agreement with Firstar
                     Trust Company*
       
          (9.1)      Fund Administration Servicing
                     Agreement with Firstar Trust
                     Company relating to Leuthold Asset
                     Allocation Fund*

          (9.2)      Transfer Agent Agreement with
                     Firstar Trust Company*

          (9.3)      Fund Accounting Servicing
                     Agreement with Firstar Trust
                     Company*

           (10)      Opinion of Foley & Lardner,
                     counsel for Registrant*

           (11)      Consent of Arthur Andersen LLP
        
           (12)      None

           (13)      Subscription Agreement*
       
           (14)      Individual Retirement Custodial
                     Account*
        
           (15)      None
       
           (16)      Schedule for Computation of
                     Performance Quotations
           (17)      Financial Data Schedule

           (18)      None
        
   __________________________________

   *  Incorporated by reference.


                                                                   EXHIBIT 11




                       CONSENT OF INDEPENDENT ACCOUNTANTS

   As independent public accountants, we hereby consent to all references to
   our firm included in or made a part of Registration Statement No. 33-96634
   on Form N-1A of Leuthold Funds, Inc.



                                      ARTHUR ANDERSEN LLP



   Milwaukee, Wisconsin
   April 29, 1996


                                   EXHIBIT 16

                Schedule for Computation of Performance Quotation

                         LEUTHOLD ASSET ALLOCATION FUND

   1.   Initial (November 20, 1996) Net Asset Value = 10.00

   2.   Number of hypothetical shares purchased = $1,000 divided by $10.00 =
        100 shares

   3.   Amount of dividends =

   12/29/95 - $0.05176082 per share 100      = $5.18/$10.18 = .5085 shares
   03/29/95 - $.10026509 per share  100.5085 = $10.08/$9.99 = 1.0088 shares
                                                     Total = 1.5173

   4.   Fees charged to shareholder accounts = 0

   5.   Ending (March 31, 1996) Net Asset Value = $9.99

   6.   Ending redeemable value of hypothetical investment =
                  100 + 1.5173 = 101.5173 x $9.99 = $1,014.16

   7.   Total Return = ($1,014.16 - $1,000) divided by $1,000 = +1.42%

<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0001000351
<NAME> LEUTHOLD FUNDS, INC.
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          SEP-30-1996
<PERIOD-START>                             NOV-20-1995
<PERIOD-END>                               MAR-31-1996
<INVESTMENTS-AT-COST>                       34,126,201
<INVESTMENTS-AT-VALUE>                      34,285,582
<RECEIVABLES>                                  429,837
<ASSETS-OTHER>                                  72,799
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                              34,788,218
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                      386,996
<TOTAL-LIABILITIES>                            386,996
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                    34,486,766
<SHARES-COMMON-STOCK>                        3,442,570
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                        9,658
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                      (254,927)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                       159,381
<NET-ASSETS>                                34,401,222
<DIVIDEND-INCOME>                               76,872
<INTEREST-INCOME>                              493,725
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                 124,519
<NET-INVESTMENT-INCOME>                        446,078
<REALIZED-GAINS-CURRENT>                     (254,927)
<APPREC-INCREASE-CURRENT>                      159,381
<NET-CHANGE-FROM-OPS>                          350,532
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                      439,555
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                      3,878,191
<NUMBER-OF-SHARES-REDEEMED>                    444,647
<SHARES-REINVESTED>                              9,026
<NET-CHANGE-IN-ASSETS>                      34,401,222
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                           89,686
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                147,805
<AVERAGE-NET-ASSETS>                        27,551,280
<PER-SHARE-NAV-BEGIN>                            10.00
<PER-SHARE-NII>                                   0.15
<PER-SHARE-GAIN-APPREC>                         (0.01)
<PER-SHARE-DIVIDEND>                              0.15
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               9.99
<EXPENSE-RATIO>                                   1.25
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>


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