LEUTHOLD ASSET ALLOCATION FUND
Supplement to the Prospectus
dated January 31, 1997
Beginning September 1, 1997 investors may purchase shares of the Fund
through programs of services offered or administered by broker-dealers,
financial institutions or other service providers with whom the Fund has
contracted ("Processing Intermediaries"). Such Processing Intermediaries
may become shareholders of record and may use procedures and impose
restrictions in addition to or different from those applicable to
shareholders who invest directly in the Fund. Certain services of the
Fund may not be available or may be modified in connection with the
programs provided by Processing Intermediaries. The Fund may only accept
requests to purchase additional shares into an account in which the
Processing Intermediary is the shareholder of record from the Processing
Intermediary. Processing Intermediaries may charge fees or assess other
charges for the services they provide to their customers. Any such fee or
charge is retained by the Processing Intermediary and is not remitted to
the Fund or the Adviser. Program materials provided by the Processing
Intermediary should be read in conjunction with the Prospectus before
investing in this manner. Shares of the Fund may be purchased through
Processing Intermediaries without regard to the Fund's minimum purchase
requirement.
Certain Processing Intermediaries may enter purchase orders by
telephone, with payment to follow the next business day as specified in
the agreement. The Fund may effect such purchase orders at the net asset
value next determined after receipt of the telephone purchase order. It
is the responsibility of the Processing Intermediary to place the order
with the Fund on a timely basis. If payment is not received within the
time period specified in the agreement, the Processing Intermediary could
be held liable for any resulting fees or losses.
The date of this Supplement is September 1, 1997
