Leuthold Funds N-CSR Certified annual shareholder report (management investment company)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-09094

	Leuthold Funds, Inc.
(Exact name of registrant as specified in charter)

	33 S. Sixth Street, Suite 4600, Minneapolis, MN 55402
(Address of principal executive offices) (Zip code)

John Mueller

Leuthold Weeden Capital Management

	33 S. Sixth Street, Suite 4600, Minneapolis, MN 55402
(Name and address of agent for service)

	612-332-9141
Registrant’s telephone number, including area code

Date of fiscal year end: September 30, 2012

Date of reporting period:  September 30, 2012

Item 1. Reports to Stockholders.

Annual Report

September 30, 2012

The Leuthold Funds

Leuthold Core Investment Fund

Leuthold Asset Allocation Fund

Leuthold Global Fund

Leuthold Select Industries Fund

Leuthold Global Industries Fund

Leuthold Global Clean Technology Fund

Grizzly Short Fund

The Leuthold Funds

Table of Contents

Letter to Shareholders	1
Expense Examples	16
Allocation of Portfolio Holdings	20
Components of Portfolio Holdings	24
Investment Graphs	26
Statements of Assets and Liabilities	38
Statements of Operations	42
Statements of Changes in Net Assets	46
Financial Highlights	53
Schedule of Investments
Leuthold Core Investment Fund	65
Leuthold Asset Allocation Fund	75
Leuthold Global Fund	86
Leuthold Select Industries Fund	95
Leuthold Global Industries Fund	98
Leuthold Global Clean Technology Fund	103
Grizzly Short Fund	106
Notes to the Financial Statements	110
Report of Independent Registered Public Accounting Firm	122
Additional Information	123
Directors and Officers	124

The Leuthold Funds

Dear Fellow Shareholders:

One year ago, stock markets around the world made a bear market bottom in the early days of October, and spent the last three months of the year recouping losses suffered during the summer of 2011. U.S. markets were the primary beneficiaries during that time, with gains ranging from 12-16%. Global market action was strangely disparate, with foreign developed markets turning in a much less robust gain of under 4% for the last three months of 2011. Stocks continued to rally across the board through the first quarter of 2012, benefitting U.S. Small Caps, Mid Caps, and Large Caps alike, with gains of between 12-14%; foreign developed markets also kept relatively close pace in the first quarter, up 11%. The best part of the year’s performance was achieved in these first six months of the fiscal year, with the S&P 500 up 25.89%, the S&P MidCap 400 up 28.23%, and the small cap Russell 2000 Index up 29.83% from October 2011 through March 2012. Foreign developed markets trailed with a 15% gain during that six month time frame.

U.S. and global markets moved down in April and May, surrendering some of the year’s earlier gains. Domestic stocks saw moderate losses ranging from between -6% to -8%, while foreign developed markets were hit especially hard, -13% in those two months. The remaining four months of the fiscal year were positive, with U.S. market gains of between 7% (Mid Cap stocks) to 11% (Small and Large Caps) during that time, while foreign developed markets outperformed (+15%) during the June-September period.

The summer rally pushed the S&P 500 to new bull market highs in September. While foreign markets also rallied, no major global or foreign stock market composite was able to better the highs they recorded back in April. Through September 2012, the S&P 500 is now up a remarkable 30% from last year’s October 4th low, yet this rally surely ranks among the least enjoyed and least exploited gain of that magnitude in history. Neither the average U.S. stock, nor many professionally managed portfolios, have kept pace with these gains. Overseas stocks have fared even worse.

We have generally referred to the 3 1/2-year-old bull market as a global one, but the U.S. did the heavy-lifting over all but the first six months of the bull market dating back to March 2009. The MSCI World “Ex USA” Index is down -1.3% in the last three years through September 2012, and the MSCI Emerging Markets Index is up only 9.7% over the same period. Such U.S. stock market dominance would have been hard to envision in the world of three years ago, when boundless opportunities in emerging markets – versus a sclerotic, “New Normal” United States – were taken for granted.

The past three years have been difficult for equity managers relying heavily on quantitative tools, and we are no exception. All six of our quantitatively-driven strategies have underperformed their benchmarks during this time. It is not unusual for “quant” managers to lag their benchmarks during the first year or so of a new bull market, but the effect has lasted much longer than we’ve traditionally experienced.

The stock market low of 2009 was a rare event attended by nearly apocalyptic investor psychology and 80-year extremes in market action. One might have expected the rebound from this extreme to be just as unprecedented, and in many ways it has been. But our models rely on consistent and repetitive patterns that are a necessary by-product of a capitalistic system – repetitive patterns that are probably ultimately tied to hard-wired biases in human behavior. No approach can be expected to outperform in all environments, and tinkering excessively with models that have stood the test of time is typically counterproductive. We know the historical market biases will eventually re-assert themselves, and accordingly, we are sticking with the core of our quantitative investment disciplines.

We now wonder whether the preference for U.S. assets (and “safe” assets in general) has swung too far. The S&P 500 normalized Price/Earnings ratio is more than six points above the comparable non-U.S. measure (20.2x versus 13.8x), and we have run out of superlatives/profanities to describe the overvaluation of U.S. bonds. We doubt the hoarding of all things American will prove the best strategy for the next three years. In the meantime, our disciplines have us tactically bullish on stocks globally – with the emphasis on “global.”

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The summer’s stock market upswing drove the S&P 500 beyond the “typical” or “median” experience for a cyclical bull market, based on analysis back to 1932. From its low on March 9, 2009, through the most recent high on September 14, 2012, the S&P 500 has risen 116% (price only) over a period of 43 months, while the medians for previous bull markets are +90%, and 42 months, respectively. Our most reliable valuation measures today trade at levels we’d label as “mildly” overvalued. Valuations are far from levels that mandate an immediate run for cover, but they are not cheap. While our market analysis has correctly remained on the bullish side since late October 2011, weakening readings of late suggest that defensive portfolio moves might be required in coming months. The U.S. bull market is mature and we are on higher alert for signs of an impending breakdown; we think the odds are better than even that 2013 will see a cyclical top.

Despite these benchmark comparisons and statistics, and regardless of our expectations and predictions, it is our disciplines that drive our investment strategies. The increasingly interdependent relationships of global markets and economies have created seemingly limitless and unpredictable dynamics that can affect market action, both in the short term and over the long term. Having disciplines removes the emotions and eliminates the potential for responding to headlines in an imprudent manner; they offer a balanced means for weighing information through more contemplative risk/reward analysis. We will remain flexible with our asset allocation strategies and abide by the disciplines to change course throughout the year, as necessary.

FUND OVERVIEWS

Leuthold Core Investment Fund

This Fund began trading on November 20, 1995. The strategy is flexible and value-oriented. The Leuthold Core Investment Fund adjusts asset class exposure depending on market conditions and the economic environment, with the objective of identifying areas that appear poised to outperform while attempting to avoid undue risk. Assets are allocated between stocks, bonds, money market instruments, foreign securities, and other alternative investments. The Fund may hedge equity exposure and fixed income exposure through short-selling strategies when our disciplines indicate potential market vulnerabilities. While at times individual portfolio positions may appear unconventional, they are intended to integrate as complementing allocations in an effort to carry out the Fund’s guiding principle: capital appreciation over the long-term, attained through relatively risk averse, prudent investment selection.

● Leuthold Core Investment Fund uses the Leuthold Select Industries strategy as the primary vehicle for directing its U.S.-traded stock exposure.

● Investment Guidelines: 30%-70% equity exposure and 30%-70% fixed income exposure. Under extreme market conditions, there may be a departure from these guidelines.

Leuthold Asset Allocation Fund

This Fund began trading on May 24, 2006. The strategy and objective of this Fund are the same as those of the Leuthold Core Investment Fund in terms of guiding disciplines, flexibility, asset class exposure, and risk aversion. This Fund uses other strategies, however, to obtain its targeted U.S.-traded stock exposure.

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● Leuthold Asset Allocation Fund uses a combination of two quantitative, stock screening methodologies for its U.S.-traded stock selection. These are proprietary disciplines of the adviser, referred to as: 1) Leuthold Select Equities, and; 2) Leuthold Undervalued & Unloved.

● Effective December 3, 2012, changes will begin to be implemented within the investment strategy of the Leuthold Asset Allocation Fund in order to reflect a more broadly diversified product (greater variety of asset class exposures), with more formal risk controls. Going forward, these changes will clearly differentiate it from the Leuthold Core Investment Fund investment strategy. Please see the Supplement to the Prospectus dated November 5, 2012, for more details.

Leuthold Global Fund

This asset allocation strategy was introduced on April 30, 2008, and can be considered the “global” equivalent of our flagship Leuthold Core Investment Fund. The strategy and objective of this Fund are analogous to that of the Leuthold Core Investment Fund in terms of guiding disciplines, flexibility, asset class exposure, and risk aversion; however, this global version requires a minimum level of investment in foreign-traded securities. The Leuthold Global Fund invests in U.S. and foreign-traded stocks, bonds, money market instruments, and alternative investments; when market conditions are deemed unfavorable, the Fund may sell short certain securities in order to hedge exposure to a particular asset class. The Leuthold Global Fund intends to invest at least 40% of assets in foreign-traded securities, be it stocks, bonds, and/or other asset classes.

● Leuthold Global Fund uses the Leuthold Global Industries strategy as the primary vehicle for directing its investments in global stock markets.

● Investment Guidelines: 30%-70% equity exposure and 30%-70% fixed income exposure. Under extreme market conditions, there may be a departure from these guidelines.

Leuthold Select Industries Fund

This Fund began trading on June 19, 2000, and unlike our asset allocation strategies, it will maintain 100% long exposure in stocks regardless of market conditions. This attribute results in the potential for considerably higher volatility, higher risk, and the probability that investors will lose money when the stock market declines. The Leuthold Select Industries Fund strategy is a top-down approach, based on industry group selection and rotation, and sector concentrations. Driven by extensive quantitative analysis, the strategy attempts to identify collective areas of strength and emerging leadership opportunities.

● The elements of industry group rotation and sector concentrations result in the potential for higher volatility; it is potentially more risky while offering potentially more reward.

Leuthold Global Industries Fund

This is a relatively new Fund, launched on May 17, 2010; however, this Fund’s strategy is an extension of our domestic industry group selection/rotation approach which was established in the late 1990s as our Select Industries strategy, described above. This global version of our disciplined, quantitative approach to concentrated equity group investing employs many of the same factors as our domestic group selection strategy. The intent is to identify those industry groups that appear most attractive at the global level. This Fund will normally invest at least 40% of its assets in equity securities traded in foreign markets.

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● The elements of industry group rotation and sector concentrations result in the potential for higher volatility. It is potentially more risky while offering potentially more reward.

Leuthold Global Clean Technology Fund

This Fund became available on July 22, 2009, and unlike our other equity strategies, this Fund employs fundamentalstock-selection. The Fund allocates its investments globally, in companies that endeavor to reduce the negative effects on the environment that may come about as by-products of society and modern technology. This is achieved through energy efficient and “clean” technologies, innovations, and solutions. A confluence of factors will help increase the demand for products from firms focused on technologies that clean, preserve, and/or maximize the earth’s resources, making these firms intriguing long-term investment opportunities. In brief, noteworthy dynamics benefitting these efforts include: political pressure for new/improved resources, higher fossil fuel prices, growing world population, changing energy source preferences, commodity price volatility, increasingly scarce resources, and significant and growing markets.

The Fund invests primarily across four clean technology sectors: Alternative Energy, Resource Conservation, Clean Water, and Clean Environment. The universe of stocks maintained for security selection is further organized among over 30 different sub-industries. This helps identify specific clean technology industries showing signs of unusual strength or weakness, and may be used as a basis for establishing overweight and underweight industry exposures.

● The nature of this strategy combined with the inherently smaller capitalization of the eligible stock universe results in a high level of volatility in performance.

● On November 12, 2012, the Fund’s Board of Directors approved the closing and liquidation of the Leuthold Global Clean Technology Fund. Shareholders were sent notification with a letter of instruction outlining the course of action. Please see the Supplement to the Prospectus dated November 12, 2012 for more details.

Grizzly Short Fund

Introduced on June 19, 2000, this unleveraged, actively managed Fund is 100% short individual stocks. (The intent of short-selling stocks is to profit when stock prices decline.) Policy mandates the Grizzly Short Fund target 100% exposure in stocks sold short at all times, even when the stock market is in a rising trend.

● The Grizzly Short Fund typically maintains approximately equal-weighted short positions in around 60-90 individual stocks, initially selected by a multi-factor quantitative discipline. Each position is monitored daily and subject to a set of short covering disciplines.

● Shareholders should anticipate they will most likely lose moneyinvesting in this Fund when stock prices are rising.

The Grizzly Short Fund is a tool for stock market sophisticates, traders, advisors, and experienced investors to employ, as a means to tactically moderate stock market risk, when they anticipate the market may decline. It is also used in varying degrees with other multi-faceted portfolio strategies. This is not a Fund for buy and hold investors.

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ANNUAL PERFORMANCE REVIEW

Leuthold Core Investment Fund

This is our firm’s flagship asset allocation strategy, with $791 million of assets under management. For the fiscal year ended September 30, 2012, the Leuthold Core Investment Fund (retail share class) posted a total return gain of 11.34%. During the same time frame, the S&P 500 had a total return gain of 30.20%.

The fiscal year commenced in October 2011 with the portfolio positioned near its maximum defensive level of just 31% net equity exposure. Our market analysis improved to a cautiously positive outlook for stocks by the end of October and equity exposure was increased to 50-55%. In late December, our indicators strengthened further and equity exposure was increased to near 60%. We were fairly bullish the remainder of the year with average equity exposure of 62% from January through September 2012.

The Fund’s near maximum defensive posture in October 2011 was inopportune and created an immediate 6% performance disadvantage in the first month of the fiscal year, as the S&P 500 rallied with an 11% gain that month, versus the Fund’s 4.84% gain. Additionally contributing to the year’s underperformance was the Fund’s lower average exposure to stocks. Even when in fully bullish mode, the Fund’s upside limit to stocks is 70%; hence, during market advances it is unlikely that the aggregate portfolio will be able to compete head to head with a 100% invested benchmark. It is, however, our intention that the long stock exposure in the Fund will outperform the S&P 500, and this was not accomplished over the last twelve months.

There were four months in which the Fund’s U.S. equity exposure outperformed the S&P 500, by an average of 0.8%, but these advantage months were more than offset by seven months in which the U.S. equities lagged the S&P 500 by an average of 1% (there was one month of even performance). Adding to the equity underperformance were two months in which the Emerging Market Equities position trailed the S&P 500 by a considerable margin of between 5%-6% each of those months.

For specifics related to the Leuthold Core Investment Fund’s U.S.-traded stock investments during the last twelve months, see the performance discussion of the Leuthold Select Industries Fund on subsequent pages.

The Leuthold Core Investment Fund held an average of 7.7% of assets in Emerging Market Equitiesover the last twelve months, just slightly above the normal base target of 5%. This was quite the reverse of fiscal year 2011, when there was an oversized position of 15% of assets. For the fiscal year ended September 30th, the Emerging Market Equities produced a solid 13% gain, a welcome turnaround from the prior year’s double digit loss, but trailing the S&P 500 by about 17 percentage points.

For the majority of the last twelve months, the characteristics of this Emerging Market Equities exposure were the same as last year, with all investments focused in Asia, the majority of which consisted of individual stocks of Chinese companies. A new approach was implemented at the end of August in order to attain a more comprehensive exposure to all accessible emerging markets, thereby diversifying the risk outside of Asia and increasing the potential for uncovering opportunities. Although the largest regional exposure still comes from the Pacific Rim, as of the end of September 2012, the portfolio includes investments from South America, Eastern Europe, Africa, and North America. The largest country exposure is now Brazil; followed by China, South Korea, South Africa, Hong Kong, Thailand, Indonesia, and Russia. There is also exposure to Singapore, Turkey, Poland, Taiwan, Malaysia, Mexico, Philippines, Chile, and Hungary.

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Our asset allocation strategy’s normal guideline minimum for Fixed Incomeis 30% of assets. Prior to the last twelve months, we had been maintaining a drastically lower exposure with an average of just 5.75% in 2011 and 9% in 2010, due to the inherent risk of rising rates. The Federal Reserve has been holding interest rates at excessively low levels for an unprecedented period of time and it is inevitable that rates will rise from these artificially low levels. However, our attempt to avoid the risk by minimizing exposure here has been a losing proposition. By primarily avoiding this asset class, we’ve passed up some rather robust gains, particularly with U.S. Treasuries in 2011. To address this portfolio deficiency and bulk up the Fund’s income generating assets, last December an initiative was launched to increase fixed income exposure back up toward the normal minimum level. This was achieved by evaluating the landscape for tactical, prudent income opportunities through the use of a multi-factor risk aversion analysis tool. This has been a gradual process, but by the end of the fiscal year, the Fund’s fixed income exposure had been boosted to about 24%.

During the year, fixed income holdings included Quality Corporate Bonds (8.2% average position); Aggregate Bond Funds composed of corporate debt, developed market sovereign debt, and mortgage backed securities (6.7% average position); and Emerging Market Sovereign Debt (2.3% average position). An allocation to High Yield Bonds was initiated in February (1.5% average position). Although it was one of the smaller allocations, the Emerging Market Sovereign Debt was by far the best performer, with a 22% gain. The other fixed income allocations also had solid gains, with the Aggregate Bond Funds up 4.4%, High Yield Bonds up 5.2%, and Quality Corporate Bonds up 9%.

The Leuthold Core Investment Fund had an average allocation of 4.9% to the Real Estateasset class during the 2012 fiscal year. Established in November of 2011, there was an emphasis on Retail and Residential segments, but there was also exposure to the Industrial, Health Care, and Office segments. The real estate exposure was attained through a package of REITs, versus physical real estate, as REITs allow for greater transparency, efficient portfolio rebalancing, ease of diversification through specialty subsets of properties, and liquidity of the stock market, all the while offering performance dynamics akin to physical real estate values. Real Estate was one of the best performing asset classes for the year, with the Fund’s holdings gaining over 17% for the eleven month holding period.

We held an average allocation of 4.4% in Precious Metals during the 2012 fiscal year, obtained via holdings in physical Gold and Silver. The physical Gold was held for the full year, while the Silver portion of the allocation was eliminated in March. The combined allocation performed very well, contributing an 11% gain to the portfolio for the twelve months ended September 30th. This position was initiated in April 2009 as a means to incorporate some defense against the longer-term risk of inflation and debasement of the dollar. We believe these concerns are still valid and expect this holding to be maintained for the foreseeable future.

While it was a very strong year for the S&P 500, the average stock, and most professional managers, did not participate in the rally to the same degree as exemplified by the major market indexes. Although our asset allocation strategy was not alone in its underperformance, the extent of the underperformance over the last twelve months was much more than that with which we are comfortable. We are, however, encouraged that our U.S. stock selection strategy has been showing relative improvement over the last six months, as volatility has moderated and highly correlated action has been unwinding. These developments are heartening, as our stock selection strategy is one of the underlying drivers behind the Fund’s potential to outperform over the long term. We anticipate that if the market continues its migration back to a more historically normal level of stability and correlation relationships, there will be opportunities to recoup the shorter-term performance disadvantage experienced of late.

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Leuthold Asset Allocation Fund

This Fund has assets under management of $627 million. For the fiscal year ended September 30, 2012, the Leuthold Asset Allocation Fund (retail share class) generated a total return gain of 11.73%, underperforming the S&P 500’s total return gain of 30.20% over the same time frame.

The fiscal year commenced in October 2011 with the portfolio positioned near its maximum defensive level of just 31% net equity exposure. Our market analysis improved to a cautiously positive outlook for stocks by the end of October and equity exposure was increased to 50-55%. In late December, our indicators strengthened further and equity exposure was increased to near 60%. We were fairly bullish the remainder of the year with average equity exposure of 62% from January through September 2012.

The Fund’s near maximum defensive posture in October 2011 was inopportune and created an immediate 5.6% performance disadvantage in the first month of the fiscal year, as the S&P 500 rallied with an 11% gain that month, versus the Fund’s 5.35% gain. Additionally contributing to the year’s underperformance was the Fund’s lower average exposure to stocks. Even when in fully bullish mode, the Fund’s upside limit to stocks is 70%; hence, during market advances it is unlikely that the aggregate portfolio will be able to compete head to head with a 100% invested benchmark. It is, however, our intention that the long stock exposure in the Fund will outperform the S&P 500, and this was not accomplished over the last twelve months.

There were four months in which the Fund’s U.S. equity exposure outperformed the S&P 500, by an average of 1.4%, but these advantage months were more than offset by the other eight months in which the U.S. equity exposure lagged the S&P 500 by an average of 1%. Adding to the equity underperformance were two months in which the Emerging Market Equities position trailed the S&P 500 by a considerable margin of between 5%-6% each of those months.

For its U.S.-traded equity exposure, the Fund has been using a multi-strategy approach, employing a combination of the Leuthold Select Equities and Leuthold Undervalued & Unloved strategies. Both are bottom-up, quantitative methodologies and each generally contributes a different type of stock market exposure. When used in tandem, they allow us to construct an equity portfolio with overall characteristics suitable for an asset allocation approach, and afford us the flexibility to adjust the mix to align with our market outlook. For the fiscal year ended September 30, 2012, the combined allocation to this stock mix contributed a total return gain of 26.31%, about 4% behind the S&P 500 gain of 30.20%.

Within this U.S. equity exposure, all of the broad sector concentrations had net gains for the year, and the largest sector concentrations produced the best performance. The Information Technology and Health Care sectors each carried between an 18%-19% average portfolio weight during the year, and had the most positive contributions to return, with gains of 36% and 30%, respectively. Within these two sectors, the most profitable industry group exposures included Pharmaceuticals, Managed Health Care, Computer & Storage Peripherals, Biotechnology, Semiconductor Equipment, and Data Processing/Outsourced Services. The next best performing sector concentrations were Financials and Energy, followed by Consumer Staples and Industrials. Industry group exposures with the most positive results from these sectors included: Oil & Gas Refining/Marketing, Tobacco, Integrated Oil & Gas, Consumer Finance, Regional Banks, Industrial Machinery, and Construction/Farm/Heavy Trucks. Two other industry group investments that produced strong results were Fertilizers & Agricultural Chemicals (Materials sector); and Apparel Retail (Consumer Discretionary sector).

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The Utilities and Telecommunications sector concentrations contributed the least to this equity allocation’s performance, yet still provided solid total returns of over 13%. From an industry group perspective, the Fund experienced losses in group investments from a range of sectors, but the Consumer Discretionary sector investments were most heavily represented among the losers. These group investments included: Home Furnishings, Apparel Accessories & Luxury Goods, Automotive Retail, and Education Services. Rounding out the list of the biggest detractors to performance were losses from industry group investments in Coal & Consumable Fuels (Energy sector), Personal Products (Consumer Staples sector), and Multi-line Insurance (Financials sector).

Investments in domestic stocks held in a relatively steady range throughout the year, at an average of 84%. The foreign domiciled market exposure included in this U.S.-traded equity mix composed an average of 14% in Developed Markets and 2% in Emerging Markets. This composition is comparable to prior years.

The Leuthold Asset Allocation Fund follows the same investment mandates and asset mix shifts as the Leuthold Core Investment Fund. Therefore, aside from the U.S.-traded equities, the Fund holds the very same investments as the Leuthold Core Investment Fund; hence, for the annual review of the Fund’s Emerging Market Equities, Fixed Income, REITs, and Alternatives (Gold and Silver), refer to the performance details outlined in the preceding section for the Leuthold Core Investment Fund.

Leuthold Global Fund

This Fund has assets under management of $387 million. It offers investors a global alternative to our proprietary tactical asset allocation disciplines. For the fiscal year ended September 30, 2012, the Leuthold Global Fund (retail share class) produced a total return gain of 10.14%, underperforming the total return gain of 21.67% in the MSCI ACWI (All Country World Index).

As with our domestic asset allocation funds, the fiscal year commenced in October 2011 with the Leuthold Global Fund positioned with just 32% net equity exposure, near its maximum defensive level. In the second half of October, our global market analysis improved to reflect a cautiously positive outlook for stocks and the Fund’s equity exposure was increased to a more neutral range of 50-55%, where it stayed through the end of 2011. During January our market indicators strengthened further and net equity exposure was increased to 60%. This more optimistic stance was upheld for the rest of the year, and average equity exposure was 62% from January through September 2012.

The Fund’s near maximum defensive posture in October 2011 was inopportune and created an immediate 6% performance disadvantage in the first month of the fiscal year, as the MSCI ACWI rallied by nearly +11% that month, versus the Fund’s 4.73% gain. Additionally contributing to the year’s underperformance was the Fund’s lower average exposure to stocks. Even when in fully bullish mode, the Fund’s upside limit to stocks is 70%; hence, during market advances it is unlikely that the aggregate portfolio will be able to compete head to head with a 100% invested benchmark. It is, however, our intention that the long stock exposure in the Fund will outperform the MSCI ACWI, and this was not accomplished over the last twelve months.

There were five months in which the Fund’s global equities outperformed the MSCI ACWI, by an average of just 0.6%; this slim margin was not enough to offset six months in which the equities lagged the MSCI ACWI by an average of 0.8% (there was one month in which performance matched the MSCI ACWI). In January and February, two of the strongest months of the year for the MSCI ACWI, the Fund’s equities held up fairly well, but there were outsized losses experienced in each of those months by the portfolio’s residual equity hedge. This hedge position resulted in the Fund lagging the fully invested MSCI ACWI by nearly 2% in each of those months.

The Leuthold Global Fund employs the strategy of the Leuthold Global Industries Fund for directing its long stock exposure. Please see that section for the performance details of the global equities.

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The Fund’s normal guideline minimum for Fixed Income is 30% of assets, and prior to the last twelve months, we had been maintaining a drastically lower exposure of just 10% in 2011 and 2010, due to the inherent risk of rising rates. The Federal Reserve has been holding interest rates at excessively low levels for an unprecedented period of time, and it is inevitable that rates will rise from these artificially low levels. However, our attempt to avoid the risk by minimizing exposure here has been a losing proposition, as we’ve passed up some rather robust gains, particularly with U.S. Treasuries during fiscal year 2011. To address this portfolio deficiency and bulk up the Fund’s income generating assets, last December an initiative was launched to increase fixed income exposure back up toward the normal minimum level. This was achieved by evaluating the landscape for tactical, prudent income opportunities through the use of a multi-factor risk aversion analysis tool. This has been a gradual process, but by the end of the fiscal year, the Fund’s fixed income exposure had been boosted to 25%.

For the full year, the fixed income holdings included Quality Corporate Bonds (7.6% average weight), Developed Market Sovereign Debt (5.7% average weight), Emerging Market Sovereign Debt (2.4% average weight), Municipal Bonds (1.5% average weight), and Treasury Inflation Protection (TIP) Securities (1.5% average weight). An allocation to High Yield Bonds was initiated in February (1.6% average weight). The Emerging Market Sovereign Debt allocation was the best performer, with a +14% total return. The other positions also had solid gains: Municipal Bonds were up 8.4%, Corporate Bonds were up 6.3%, High Yield Bonds up 5.2%, Developed Market Sovereign Debt up 4.5%, and TIPS up 3.3%.

The Leuthold Global Fund had an average allocation of 5.0% to the Real Estate asset class during the 2012 fiscal year. Established in November of 2011, there was an emphasis on the Retail and Residential segments, but there was also exposure to the Diversified, Health Care, and Office segments. The real estate exposure was attained through a package of REITs, versus physical real estate, as REITs allow for greater transparency, efficient portfolio rebalancing, ease of diversification through specialty subsets of properties, and liquidity of the stock market, all the while offering performance dynamics akin to physical real estate values. Real Estate was one of the best performing asset classes for the year, with the holdings in the Leuthold Global Fund gaining about 15% for the eleven month holding period during the 2012 fiscal year ended September 30th.

There was an average allocation of 4.5% in Precious Metals during the 2012 fiscal year, obtained via holdings in physical Gold and Silver. The physical Gold was held for the full year, while the Silver portion of the allocation was eliminated in early March. The combined allocation performed very well, contributing a 15.5% gain to the portfolio for the twelve months ended September 30th. With the U.S. and other foreign governments pumping money into the global economy, we made this allocation back in early 2009 due to our concerns about the long-term inflation implications related to the excess liquidity and debasement of the dollar. We believe these concerns are still valid and expect this holding to be maintained for the foreseeable future.

Leuthold Select Industries Fund

This all-equity Fund, with total assets under management of $13.5 million, had a solid total return gain of 23.34% for the fiscal year ended September 30, 2012; however, this strong performance trailed the benchmark by nearly 7%, as the S&P 500 turned in an exceptional 30.20% total return gain over the same time frame.

The Leuthold Select Industries Fund was a perennial laggard versus the S&P 500 during the last twelve months, underperforming in eight of the months by an average of 1%. There was only one month of convincing outperformance, which occurred in October 2011, as the Fund gained over 2% more than the S&P 500. In two of the months this strategy was +0.5% additive against the S&P 500 and there was one month of relatively flat results. Our quantitative group selection approach does best in periods when there is a strong distinction between winners and losers among equity groups and themes. The last twelve months continued to be a challenge in this sense, as risk-on/risk-off market dynamics are not favorable conditions for the stock market to establish the trends and equity leadership themes that this strategy thrives on.

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There were considerable changes in portfolio sector and group concentrations as the year progressed. This was due to a concerted effort to broaden exposure, when possible, to attempt to moderate the negative effects that cross-asset correlations and volatility were having on our industry group approach. This was accomplished by spreading out exposure more evenly across sectors, as well as increasing the number of industry group investments.

In addition to widening our exposures to accommodate a more diversified collection of industry group investments, we have been gradually increasing the market capitalization of new purchases, as we expect that Large Cap stocks are poised for a period of leadership. Despite these efforts, the Fund still has a Mid/Small Cap bias due to certain industry group exposures and the residual effect of the past Mid/Small Cap leadership cycle, so we were not able to fully capitalize on Large Cap stock outperformance during the last six months.

The fiscal year began with a substantial overweight concentration of 46% in the Health Care sector, with the Materials sector weight a distant second at 17% of assets. The next heaviest sector weights were Consumer Discretionary (13%), Energy (10%), and Financials (9%). These were followed by Information Technology (4%) and Industrials (1%). There was no exposure to Consumer Staples, Telecommunications, or Utilities. By year end, sector exposure was built out as follows: Financials (24%), Health Care (17%), Information Technology (15%), Industrials (15%), Consumer Discretionary (13%), Materials (7%), Energy (6%), and Consumer Staples (3%). Both Telecom and Utilities continued to be de-emphasized, with no exposure to these sectors. Individual industry group investments expanded from ten groups in October 2011, to 15 groups as of September 30, 2012.

The leading contributor to the Fund’s positive performance from the broad sector level was provided by the heavy-weight Health Care sector, which, as noted above, was pared back from a 46% portfolio weight, to 17% by year end (this is still overweight relative to the S&P 500 Health Care weight of 12%). Financials, Consumer Discretionary, and Energy sector investments were the next biggest contributors to the Fund’s return, followed by Materials and Consumer Staples.

From an industry group perspective, the Leuthold Select Industries Fund’s most beneficial exposure during the year came from group investments in Managed Health Care, Pharmaceuticals, Oil & Gas Refining/Marketing, Fertilizers & Agricultural Chemicals, Department Stores, Oil & Gas Drilling, Diversified Financial Services, and Tobacco.

The least productive broad sector exposures came from investments in Industrials and Information Technology. From an industry group perspective, performance detractors came from a range of sectors; these groups included Computer Storage & Peripherals, Construction/Farm Machinery/Heavy Trucks, Integrated Oil & Gas, Computer Hardware, Office Electronics, Trading Companies & Distributors, Commodity Chemicals, and Homefurnishing Retail.

Exposure to foreign-domiciled stocks in the Leuthold Select Industries Fund has primarily been on a downtrend this year, having begun the year at 17%, and declining to a low of 8% by June before increasing some to end the year at 13%. Within this foreign exposure, Developed Market stocks composed an average of 10%, with Emerging Market stock exposure at about a 3% average allocation.

Since the market lows of 2009, there has been an extremely high level of performance correlation with no regard for size or quality of stocks, making it difficult to navigate and gain traction with this strategy. We expect to see a reversion of the high cross-asset correlations to a lower level, which should benefit the process employed in this Fund’s industry group approach. While this strategy is not ideal for all market conditions, we believe over the longer term it is more typical than not for the market to be driven by macro-theme dynamics, allowing this Fund to uncover more persistent areas of strength.

10 The Leuthold Funds - 2012 Annual Report  

Leuthold Global Industries Fund

This all-equity Fund, with total assets under management of $7.9 million, had a strong total return gain of 17.33% (retail share class) for the fiscal year ended September 30, 2012. Its benchmark comparator, the MSCI ACWI (All Country World Index) had total return gain of 21.67% over that time frame.

The Leuthold Global Industries Fund trailed the MSCI ACWI in six of the last twelve months, by about 1% on average; it outperformed in three months by 0.9%; and was about even with the benchmark in three of the months. While it is our goal to outperform the index, our quantitative group selection approach does best in periods when there is a strong distinction between winners and losers among equity groups and themes. The last twelve months continued to be a challenge in this sense, as risk-on/risk-off market dynamics are not favorable conditions for the market to establish the trends and equity leadership themes upon which this strategy thrives.

U.S. stock exposure within the Fund rose from 40% last October to a high of 53% from March through May, before declining back down to 48% by fiscal year end. The MSCI ACWI had a steady average exposure of 45% to U.S. stocks. Of the foreign-traded securities in the Leuthold Global Industries Fund, typically 83% was invested in Developed Markets over the last twelve months, versus 17% in Emerging Market stocks.

Equity exposure in this Fund is dictated by the industry groups that appear most attractive according to our quantitative disciplines; we do not direct investments based on attempting to identify opportunities specific to countries or regions. We believe that industry group leadership on a global basis will generate superior returns over the more traditional approach of “country” or “regional” concentrations, as the global economy has become increasingly interdependent.

During the fiscal year ended September 30, 2012, all broad sector exposures, with the exception of Information Technology, had a positive contribution to return. Sectors with the most significant overall contribution to return were Financials, Health Care, Consumer Discretionary, and Industrials. Compared to the MSCI ACWI sector exposures, the Fund had generous overweight positions in Health Care, Telecommunications, and Utilities, and results from these allocations were particularly value-added versus the benchmark’s corresponding results. At the global industry group level, the best results came from the Fund’s investments in stocks from Consumer Finance, Integrated Oil & Gas, Water Utilities, Automotive Components, Managed Health Care, and Agricultural Products.

As noted above, the only sector exposure detracting from performance, compared to the benchmark, was Information Technology. This was the second best performing sector in the MSCI ACWI; however, our disciplines led us to have a significant underweight here, resulting in a large performance differential. Our Energy and Consumer Staples sector exposures were also underweight versus the index, so while still additive to the Fund’s performance, the results were not as value added compared to the MSCI ACWI’s corresponding sector results. The specific industry groups that detracted most from performance included investments in stocks from Computers & Peripherals, Paper & Forest Products, Developed Diversified Telecom Services, and Multi-line Insurance.

The Fund had investments in 35 different countries during the year, with an average of 27 country investments in any given month. The country exposures are the by-product of the companies that make up the industry groups purchased in the Fund; they are not purely intentional choices. As a point of interest, however, foreign market allocations that were consistently larger weights throughout the year included Japan, United Kingdom, Hong Kong, Germany, Taiwan, and Brazil. Australia and China also each had a relatively steady presence as heavier weighted allocations. From a performance stance, the most positive contributors at the country level came from investments in the U.S., Brazil, Thailand, Germany, Sweden, and South Africa. With the exception of the U.S. and Germany, each of these allocations was also more value-added to performance than corresponding MSCI ACWI results from investments in these countries. The biggest detractors from performance at the country level included investments in China, Japan, Spain, and Belgium.

The Leuthold Funds - 2012 Annual Report 11  

The Leuthold Global Industries Fund became available during an unprecedented period of high correlation and market volatility, which has persisted since the Fund’s inception in May 2010. These dynamics are counterproductive to the objective of finding groups that demonstrate the likelihood of establishing and maintaining leadership for a period of time. Over the last twelve months, however, our model has been showing consistent improvement and it appears the markets may be slowly returning to a more classic environment where identifiable trends and well-defined industry leadership are characteristic to the marketplace.

Leuthold Global Clean Technology Fund

The Leuthold Global Clean Technology Fund has $8.7 million in assets under management. For the fiscal year ended September 30, 2012, the Fund (retail share class) had a total return gain of 21.15% compared to a total return loss of -10.78% in the Ardour Composite Global Alternative Energy Index. The MSCI ACWI (All Country World Index) produced a total return gain of 21.67% during that time.

The Fund’s strong performance for the full year was secured during the first six months, from October 2011 through March 2012, when it produced a total return gain of 28.33%. With the exception of the Alternative Energy sector which had a small 1% loss in the fourth quarter of 2011, all sector returns were otherwise very solid during that six month period, and particularly robust from January through March.

The most noteworthy contributors to the Fund’s gain during the first six months were investments in renewable & non-renewable power producers, energy and water conservation stocks, pollution control businesses, filtration & emissions control companies, energy efficiency, recycled building materials, and clean water subsectors. There was a small exposure to photovoltaics in the fourth quarter of 2011 that was a minor drag, and holdings in battery manufacturers and filtration companies were small detractors from performance during the January through March period. Acknowledging that many of the positions had risen in value very quickly during that six month time frame, in March the portfolio began to be repositioned to reflect a somewhat more defensive approach, in anticipation of a potential pullback in ensuing months.

The April through June period did indeed experience a correction, resulting in a -10.58% total return loss for the Fund. Efforts to become more defensive helped to minimize the extent of the losses, but the inherently smaller market capitalization of the portfolio still hampered results. Specific areas of portfolio weakness during this time came from holdings in energy efficiency, raw and recycled materials, and emission control companies. There was some value added from investments in battery manufacturers, water-related companies, and instrumentation firms.

The Fund gained back 5.57% total return during the last three months of the fiscal year ended September 30, 2012. Benefiting the portfolio were holdings in energy efficiency, biofuel stocks, and process manufacturing companies; while exposure to hydroelectric companies and waste treatment corporations detracted from results during that three month period.

Throughout the year, the Fund was consistently overweight in stocks from the Clean Environment sector (33% average weight). Exposure to the Resource Conservation and Clean Water sectors increased throughout the year, both overweight holdings compared to the universe, at average weights of 22% and 15%, respectively. The Alternative Energy sector was an underweight holding compared to the investable universe; however, while its portfolio exposure was on a downtrend most of the year, on average it composed the second heaviest weight (23%) relative to the Fund’s other exposures, ranging from a high of 30% in October 2011 down to a low of 17% in late June 2012. For the full year, the Clean Water sector was the clear winner, with a gain of 26%; this was followed by the Resource Conservation gain of 10%, and the Clean Environment gain of 9%. The Alternative Energy sector trailed with a loss of -7%.

12 The Leuthold Funds - 2012 Annual Report  

The largest non-U.S. exposures within the Fund during the year were: Brazil, Japan, Switzerland, Germany, Canada, and Belgium. Smaller concentrations among foreign countries came from the United Kingdom, France, Spain, Taiwan, Singapore, Netherlands, and Denmark. The U.S.-traded stock exposure during the fiscal year was 63% on average, with foreign country investments averaging about 37% of portfolio assets.

Comparing this year’s gain of 21.15% with last year’s loss of -25.63% demonstrates the inherent volatility of stocks in this industry. Over the short term, performance can be influenced by a range of diverse factors including political, regulatory, commodity prices, population growth, and technological advances or failures, to name a few. This is a multi-decade venture expected to benefit from a cyclical upswing in demand for goods, services, and increasingly scarce resources.

Grizzly Short Fund

This Fund is 100% short individual stocks, with assets under management of about $136 million. For the fiscal year ended September 30, 2012, the Grizzly Short Fund produced a -31.47% total return loss. This compares to the S&P MidCap 400 Index, which had a total return gain of 28.54% (short-selling that index would have produced a loss of around -28%); the S&P 500 had a total return gain of 30.20% for the fiscal year. The Grizzly Short Fund lagged the inverse of each of these benchmarks by a relatively small margin, but it is our objective for the Fund to outperform – in this case by losing less than the inverse of the benchmark’s gain – hence, this Fund was not value-added over the last twelve months when measured against these yardsticks.

The market maintained a surprisingly forceful recovery during the last twelve months, making short-selling a losing enterprise. The S&P MidCap 400 Index produced concrete gains in seven months, and about flat performance in four months, leaving just one really good month to profit from short-selling. In May, the S&P MidCap 400 was down -6.48%, while the Grizzly Short Fund outperformed with a 9.24% gain. As a prelude to May’s gain, the Fund had a small 1% gain in April; with a 0.3% gain in July offering the only other respite from the year’s losses. The remaining nine months of the year the Grizzly Short Fund lost money, with seven of those months experiencing substantial underperformance – lagging the S&P MidCap 400 benchmark by 2% on average.

At the broad sector level, the Grizzly Short Fund’s full year performance was clearly influenced by heavy concentrations in Information Technology, Consumer Discretionary, and Financials. Information Technology was the heaviest sector exposure all year, with an average weight of 23%. The Consumer Discretionary weight declined steadily all year, but at 17% on average it was the second heaviest weight overall. The Financials sector exposure had no clear trend as its weight fluctuated up and down, with an average weight of 13% for the year. These three largest sector weights had the biggest contribution to the Fund’s losses. Industrials, Materials, and Health Care sector exposures were the next most significant contributors to the Fund’s negative return.

From an industry group perspective, the largest detractors from performance were: Communications Equipment, Life Sciences Tools & Services, Construction & Engineering, Building Products, Construction Materials, Health Care Facilities, Alternative Carriers, Cable & Satellite, Semiconductors, Forest Products, Investment Banking & Brokerage, and Internet Retail.

The Leuthold Funds - 2012 Annual Report 13  

While none of the Fund’s broad sector exposures had a net positive contribution to return, Consumer Staples, Energy, Utilities, and Telecommunications sector exposure contributed the least to the Fund’s losses, primarily because these were undersized portfolio weights. As far as value-added positions (investments which helped to offset the Fund’s losses), specific industry group investments that contributed the most in this respect were: Thrifts & Mortgage Finance, Systems Software, Restaurants, Consumer Electronics, Electronic Components, Coal & Consumable Fuels, Internet Software & Services, IT Consulting & Services, and Integrated Oil & Gas.

The Grizzly Short Fund has extremely high turnover, and sector concentrations and industry group exposure have the potential to fluctuate considerably throughout the year. This is a highly disciplined methodology, however. As opposed to a market capitalization weighted index, the Fund is not predisposed to the risk of performance being heavily influenced from a handful of stocks with an oversized percentage of assets, because the Grizzly Short Fund positions are similarly weighted across the portfolio. There are policies in place that trigger specific short-covering action, such as capturing gains and stop-loss tactics. Additionally, there are limitations on how much of the portfolio can be concentrated within a particular sector or sub-industry group therein.

In a decisively rising market environment such as the last twelve months, investors should expect the Grizzly Short Fund to produce net losses. During those periods, the Fund will aim to add value by losing less than an index short, as there will be vulnerable areas of the stock market regardless of the underlying trend. With the recent year’s unusually high level of cross-asset correlations, the low quality stocks have moved in tandem with the high quality stocks, making our short-selling strategy difficult to outperform versus the benchmark indexes.

Investors who are not experienced in short-selling and adjusting market risk should consider the Leuthold Core Investment Fund, Leuthold Asset Allocation Fund, or Leuthold Global Fund. These three Funds have the flexibility built into their disciplines to overlay our short-selling strategies and hedge against market declines when the stock market is viewed as overvalued and vulnerable to a downside correction.

IN CLOSING

Last year in this shareholder letter we wrote that we believed the market rally being experienced at that time was likely an interim rally in a new cyclical bear market. We could not have been more wrong! Rather, the S&P 500 proceeded to amass a gain of over 30% during the subsequent twelve months. As noted earlier, with another year under its belt, the bull market is now over 43 months old, having lasted longer than the average cyclical bull market, based on data back to 1932, and gaining nearly 30% more than the median bull market gain (as of September 2012). Our current U.S. market analysis is only mildly bullish and it is inevitable the market will transition either into a clear downtrend at some point or maintain in a trading range; such is the nature of the stock market. It is our opinion this is very likely to occur during 2013.

When the markets do move into correction mode or a trading zone, be it 2013 or later, there will still be opportunities to add value within the Leuthold Fund strategies. In times of market declines, our asset allocation funds have the flexibility to reduce and/or hedge equity exposure, minimizing the risk of losses compared to a fully invested benchmark. There will typically still be areas of stock leadership and themes to profit from during market weakness, and this is where our long stock strategies aim to create an advantage – by identifying values, and avoiding areas with higher vulnerabilities. Clearly, our 100% short-selling strategy should be the biggest beneficiary of a market decline, but its objective is to add value over an index short. This actively managed short-selling methodology aims to achieve that edge over an index short through its strict set of disciplines which allow for a higher level of scrutiny and selectivity in identifying stocks which appear most susceptible to decline.

14 The Leuthold Funds - 2012 Annual Report

Regardless of market direction, our quantitative processes continually monitor an extensive range of market data, and the attractiveness of investments are reassessed and adjusted as these measures dictate. We believe all of our strategies have the potential to add value in any market environment.

Our firm is majority employee-owned and independent. We believe that the high level of employee-directed investments in Leuthold Funds exemplifies the dedication to the firm’s success and the motivation to produce steady, market-beating performance over the long term. Every member of the Leuthold team recognizes the importance of our shareholders; we work hard every day to meet or exceed client expectations. The interests of shareholders are at the top of our list.

We welcome you to contact us if you have any questions. Thank you for your support.

Sincerely,

Doug Ramsey, CFA, CMT
CIO & Co-Portfolio Manager
Matt Paschke, CFA	Chun Wang, CFA, PRM	Eric Weigel
Co-Portfolio Manager	Co-Portfolio Manager	Co-Portfolio Manager
Greg Swenson, CFA	David Kurzman
Co-Portfolio Manager	Co-Portfolio Manager

The Leuthold Funds - 2012 Annual Report 15  

The Leuthold Funds

Expense Example – September 30, 2012 (Unaudited)

As a shareholder of the Funds, you incur two types of costs: (1) transaction costs, including reinvested dividends, or other distributions; redemption fees; and exchange fees; and (2) ongoing costs, including management fees; distribution and/or service fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Funds and to compare costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held the entire period (April 1, 2012 – September 30, 2012).

Actual Expenses

The first line of the following table provides information about actual account values and actual expenses. Although the Funds charge no sales load (the Leuthold Core Investment Fund, Leuthold Asset Allocation Fund, Leuthold Global Fund, and Leuthold Global Industries Fund charge a 2% redemption fee for redemptions made within five business days after a purchase and the Leuthold Global Clean Technology Fund charges a 2% redemption fee for redemptions made within 30 days after a purchase), you will be assessed fees for outgoing wire transfers, returned checks, or stop payment orders at prevailing rates charged by U.S. Bancorp Fund Services, LLC, the Funds’ transfer agent. If you request a redemption be made by wire transfer, currently a $15.00 fee is charged by the Funds’ transfer agent. To the extent that the Funds invest in shares of other investment companies as part of its investment strategy, you will indirectly bear your proportionate share of any fees and expenses charged by the underlying funds in which a Fund invests in addition to the expenses of the Fund. Actual expenses of the underlying funds are expected to vary by fund. These expenses are not included in the following example. The example includes, but is not limited to, management fees, shareholder servicing fees, fund accounting, custody, and transfer agent fees. However, the following example does not include portfolio trading commissions and related expenses, and extraordinary expenses as determined under generally accepted accounting principles. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the following table provides information about hypothetical account values and hypothetical expenses based on the Funds’ actual expense ratios and an assumed rate of return of 5% per year before expenses, which is not the Funds’ actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Funds and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as redemption fees or exchange fees. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

16 The Leuthold Funds - 2012 Annual Report  

The Leuthold Funds

Expense Example Tables (Unaudited)

Leuthold Core Investment Fund - Retail Class

	Beginning Account Value April 1, 2012		Ending Account Value September 30, 2012		Expenses Paid During Period* April 1, 2012 - September 30, 2012
Actual**	$	1,000.00	$	1,002.70	$	5.86
Hypothetical (5% return before expenses)***		1,000.00		1,019.15		5.91

    * Expenses are equal to the Fund’s annualized expense ratio of 1.17%, multiplied by the average account value over the period, multiplied by 183/366 to reflect the one-half year period.

  ** Excluding dividends and interest on short positions, your actual cost of investment in the Fund would be $5.76 and the Fund’s annualized expense ratio would be 1.15%.

*** Excluding dividends and interest on short positions, your hypothetical cost of investment in the Fund would be $5.81 and the Fund’s annualized expense ratio would be 1.15%.

Leuthold Core Investment Fund - Institutional Class

	Beginning Account Value April 1, 2012		Ending Account Value September 30, 2012		Expenses Paid During Period* April 1, 2012 - September 30, 2012
Actual**	$	1,000.00	$	1,003.20	$	5.36
Hypothetical (5% return before expenses)***		1,000.00		1,019.65		5.40

    * Expenses are equal to the Fund’s annualized expense ratio of 1.07%, multiplied by the average account value over the period, multiplied by 183/366 to reflect the one-half year period.

  ** Excluding dividends and interest on short positions, your actual cost of investment in the Fund would be $5.21 and the Fund’s annualized expense ratio would be 1.04%.

*** Excluding dividends and interest on short positions, your hypothetical cost of investment in the Fund would be $5.25 and the Fund’s annualized expense ratio would be 1.04%.

Leuthold Asset Allocation Fund - Retail Class

	Beginning Account Value April 1, 2012		Ending Account Value September 30, 2012		Expenses Paid During Period* April 1, 2012 - September 30, 2012
Actual**	$	1,000.00	$	994.70	$	6.93
Hypothetical (5% return before expenses)***		1,000.00		1,018.05		7.01

    * Expenses are equal to the Fund’s annualized expense ratio of 1.39%, multiplied by the average account value over the period, multiplied by 183/366 to reflect the one-half year period.

  ** Excluding dividends and interest on short positions, your actual cost of investment in the Fund would be $6.78 and the Fund’s annualized expense ratio would be 1.36%.

*** Excluding dividends and interest on short positions, your hypothetical cost of investment in the Fund would be $6.86 and the Fund’s annualized expense ratio would be 1.36%.

Leuthold Asset Allocation Fund - Institutional Class

	Beginning Account Value April 1, 2012		Ending Account Value September 30, 2012		Expenses Paid During Period* April 1, 2012 - September 30, 2012
Actual**	$	1,000.00	$	995.10	$	5.79
Hypothetical (5% return before expenses)***		1,000.00		1,019.20		5.86

    * Expenses are equal to the Fund’s annualized expense ratio of 1.16%, multiplied by the average account value over the period, multiplied by 183/366 to reflect the one-half year period.

  ** Excluding dividends and interest on short positions, your actual cost of investment in the Fund would be $5.69 and the Fund’s annualized expense ratio would be 1.14%.

*** Excluding dividends and interest on short positions, your hypothetical cost of investment in the Fund would be $5.75 and the Fund’s annualized expense ratio would be 1.14%.

The Leuthold Funds - 2012 Annual Report 17  

The Leuthold Funds

Expense Example Tables (Unaudited)

Leuthold Global Fund - Retail Class

	Beginning Account Value April 1, 2012		Ending Account Value September 30, 2012		Expenses Paid During Period* April 1, 2012 - September 30, 2012
Actual**	$	1,000.00	$	994.20	$	7.58
Hypothetical (5% return before expenses)***		1,000.00		1,017.40		7.67

    * Expenses are equal to the Fund’s annualized expense ratio of 1.52%, multiplied by the average account value over the period, multiplied by 183/366 to reflect the one-half year period.

  ** Excluding dividends and interest on short positions, your actual cost of investment in the Fund would be $7.53 and the Fund’s annualized expense ratio would be 1.51%.

*** Excluding dividends and interest on short positions, your hypothetical cost of investment in the Fund would be $7.62 and the Fund’s annualized expense ratio would be 1.51%.

Leuthold Global Fund - Institutional Class

	Beginning Account Value April 1, 2012		Ending Account Value September 30, 2012		Expenses Paid During Period* April 1, 2012 - September 30, 2012
Actual**	$	1,000.00	$	995.00	$	6.48
Hypothetical (5% return before expenses)***		1,000.00		1,018.50		6.56

    * Expenses are equal to the Fund’s annualized expense ratio of 1.30%, multiplied by the average account value over the period, multiplied by 183/366 to reflect the one-half year period.

  ** Excluding dividends and interest on short positions, your actual cost of investment in the Fund would be $6.48 and the Fund’s annualized expense ratio would be 1.30%.

*** Excluding dividends and interest on short positions, your hypothetical cost of investment in the Fund would be $6.56 and the Fund’s annualized expense ratio would be 1.30%.

Leuthold Select Industries Fund

	Beginning Account Value April 1, 2012		Ending Account Value September 30, 2012		Expenses Paid During Period* April 1, 2012 - September 30, 2012
Actual	$	1,000.00	$	997.60	$	7.99
Hypothetical (5% return before expenses)		1,000.00		1,017.00		8.07

    * Expenses are equal to the Fund’s annualized expense ratio of 1.60%, multiplied by the average account value over the period, multiplied by 183/366 to reflect the one-half year period.

Leuthold Global Industries Fund - Retail Class

	Beginning Account Value April 1, 2012		Ending Account Value September 30, 2012		Expenses Paid During Period* April 1, 2012 - September 30, 2012
Actual	$	1,000.00	$	979.50	$	9.85
Hypothetical (5% return before expenses)		1,000.00		1,015.05		10.02

    * Expenses are equal to the Fund’s annualized expense ratio of 1.99%, multiplied by the average account value over the period, multiplied by 183/366 to reflect the one-half year period.

18 The Leuthold Funds - 2012 Annual Report  

The Leuthold Funds

Expense Example Tables (Unaudited)

Leuthold Global Industries Fund - Institutional Class

	Beginning Account Value April 1, 2012		Ending Account Value September 30, 2012		Expenses Paid During Period* April 1, 2012 - September 30, 2012
Actual	$	1,000.00	$	982.10	$	8.47
Hypothetical (5% return before expenses)		1,000.00		1,016.45		8.62

    * Expenses are equal to the Fund’s annualized expense ratio of 1.71%, multiplied by the average account value over the period, multiplied by 183/366 to reflect the one-half year period.

Leuthold Global Clean Technology Fund - Retail Class

	Beginning Account Value April 1, 2012		Ending Account Value September 30, 2012		Expenses Paid During Period* April 1, 2012 - September 30, 2012
Actual	$	1,000.00	$	944.00	$	9.38
Hypothetical (5% return before expenses)		1,000.00		1,015.35		9.72

    * Expenses are equal to the Fund’s annualized expense ratio of 1.93%, multiplied by the average account value over the period, multiplied by 183/366 to reflect the one-half year period.

Leuthold Global Clean Technology Fund - Institutional Class

	Beginning Account Value April 1, 2012		Ending Account Value September 30, 2012		Expenses Paid During Period* April 1, 2012 - September 30, 2012
Actual	$	1,000.00	$	944.40	$	8.22
Hypothetical (5% return before expenses)		1,000.00		1,016.55		8.52

    * Expenses are equal to the Fund’s annualized expense ratio of 1.69%, multiplied by the average account value over the period, multiplied by 183/366 to reflect the one-half year period.

Grizzly Short Fund

	Beginning Account Value April 1, 2012		Ending Account Value September 30, 2012		Expenses Paid During Period* April 1, 2012 - September 30, 2012
Actual**	$	1,000.00	$	946.90	$	15.28
Hypothetical (5% return before expenses)***		1,000.00		1,009.30		15.77

    * Expenses are equal to the Fund’s annualized expense ratio of 3.14%, multiplied by the average account value over the period, multiplied by 183/366 to reflect the one-half year period.

  ** Excluding dividends and interest on short positions, your actual cost of investment in the Fund would be $7.50 and the Fund’s annualized expense ratio would be 1.54%.

*** Excluding dividends and interest on short positions, your hypothetical cost of investment in the Fund would be $7.74 and the Fund’s annualized expense ratio would be 1.54%.

The Leuthold Funds - 2012 Annual Report 19  

The Leuthold Funds

(Unaudited)

Leuthold Core Investment Fund

Allocation of Portfolio Holdings

September 30, 2012*

Leuthold Asset Allocation Fund

Allocation of Portfolio Holdings

September 30, 2012*

*Excludes short-term investments

20 The Leuthold Funds - 2012 Annual Report  

The Leuthold Funds

(Unaudited)

Leuthold Global Fund

Allocation of Portfolio Holdings

September 30, 2012*

Leuthold Select Industries Fund

Allocation of Portfolio Holdings

September 30, 2012*

*Excludes short-term investments

The Leuthold Funds - 2012 Annual Report 21  

The Leuthold Funds

(Unaudited)

Leuthold Global Industries Fund

Allocation of Portfolio Holdings

September 30, 2012*

Leuthold Global Clean Technology Fund

Allocation of Portfolio Holdings

September 30, 2012*

*Excludes short-term investments

22 The Leuthold Funds - 2012 Annual Report  

The Leuthold Funds

(Unaudited)

Grizzly Short Fund

Allocation of Portfolio Holdings

September 30, 2012*

*Excludes short-term investments 

The Leuthold Funds - 2012 Annual Report 23  

The Leuthold Funds

Leuthold Core Investment Fund (Unaudited)
Components of Portfolio Holdings*	Fair Value
U.S. Traded Equity Securities	$	484,829,767
Aggregate Bond Funds		67,477,763
Corporate Bonds		65,830,749
Precious Metals		43,019,237
Non-U.S. Traded Equity Securities		27,429,932
Emerging Country Funds		22,584,519
U.S. Traded Equity Securities - Short		19,627,038
Mortgage Backed Bond Funds		15,174,113
High Yield Bond Funds		11,806,115
Foreign Government Bond Funds		6,368,148
Corporate Bond Funds		1,053,798
Total:	$	765,201,179

Leuthold Asset Allocation Fund (Unaudited)
Components of Portfolio Holdings*	Fair Value
U.S. Traded Equity Securities	$	387,126,194
Corporate Bonds		54,104,986
Aggregate Bond Funds		53,986,204
Precious Metals		34,254,042
Non-U.S. Traded Equity Securities		21,883,061
Emerging Country Funds		18,001,294
U.S. Traded Equity Securities - Short		15,744,312
Mortgage Backed Bond Funds		12,102,132
High Yield Bond Funds		9,375,830
Foreign Government Bond Funds		5,062,857
Total:	$	611,640,912

Leuthold Global Fund (Unaudited)
Components of Portfolio Holdings*	Fair Value
U.S. Traded Equity Securities	$	152,235,117
Non-U.S. Traded Equity Securities		94,031,854
Corporate Bonds		28,087,646
Precious Metals		18,785,720
Foreign Government Bonds/Notes		18,014,662
U.S. Treasury Obligations		15,406,791
Mortgage Backed Bond Funds		11,834,909
Foreign Equity Funds - Short		9,497,176
Emerging Country Funds		7,961,427
High Yield Bond Funds		6,902,242
Corporate Bond Funds		6,101,278
Foreign Government Funds		3,055,649
Total:	$	371,914,471

Leuthold Select Industries Fund (Unaudited)
Components of Portfolio Holdings*	Fair Value
Financials	$	3,280,350
Health Care		2,245,352
Industrials		1,996,371
Information Technology		1,981,390
Consumer Discretionary		1,785,496
Materials		966,444
Energy		825,740
Consumer Staples		407,772
Total:	$	13,488,915

Leuthold Global Industries Fund (Unaudited)
Components of Portfolio Holdings*	Fair Value
Financials	$	2,592,621
Industrials		1,135,359
Telecommunication Services		1,023,425
Consumer Discretionary		857,294
Health Care		843,988
Materials		606,840
Energy		461,355
Information Technology		211,331
Utilities		85,288
Total:	$	7,817,501
Leuthold Global Clean Technology Fund (Unaudited)
Components of Portfolio Holdings*		Fair Value
Industrials	$	3,669,815
Information Technology		1,981,925
Materials		945,214
Consumer Discretionary		795,043
Utilities		530,400
Consumer Staples		427,094
Total:	$	8,349,491

*Excludes short-term investments

24 The Leuthold Funds - 2012 Annual Report  

The Leuthold Funds

Grizzly Short Fund (Unaudited)
Components of Portfolio Holdings*	Fair Value
Information Technology	$	31,109,886
Financials		26,682,263
Consumer Discretionary		19,167,112
Energy		11,759,755
Utilities		9,231,803
Industrials		9,181,481
Materials		9,004,846
Health Care		4,778,536
Consumer Staples		4,468,868
Telecommunication Services		4,221,152
Total:	$	129,605,702

The Global Industry Classification Standard (GICS®) was developed by and/or is the exclusive property of MSCI, Inc. and Standard & Poor’s Financial Services LLC (“S&P”). GICS is a service mark of MSCI and S&P and has been licensed for use by U.S. Bancorp Fund Services, LLC.

*Excludes short-term investments

The Leuthold Funds - 2012 Annual Report 25

Leuthold Core Investment Fund - Retail Class

(Unaudited)

Average Annual Rate of Return For Periods Ended

September 30, 2012

	1 Year			3 Year			5 Year			10 Year
Leuthold Core Investment Fund - Retail Class		11.34	%		3.26	%		0.45	%		9.70	%
Lipper Flexible Fund Index		18.63	%		9.00	%		2.36	%		7.74	%
S&P 500 Index		30.20	%		13.20	%		1.05	%		8.01	%

A $10,000 Investment in the Leuthold Core Investment Fund – Retail Class

The Lipper Flexible Fund Index is composed of funds that allocate investments across various asset classes with a focus on total return, as defined by Lipper.

The S&P 500 Index is an unmanaged capitalization-weighted index of 500 stocks designed to measure performance of the broad domestic economy through changes in the aggregate market value of the 500 stocks which represent all major industries.

This chart assumes an initial gross investment of $10,000 made on 9/30/02. Returns shown include the reinvestment of all dividends. The Fund’s past performance is not necessarily an indication of its future performance. It may perform better or worse in the future. The graph and the table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of shares.

26 The Leuthold Funds - 2012 Annual Report  

Leuthold Core Investment Fund - Institutional Class

(Unaudited)

Average Annual Rate of Return For Periods Ended

September 30, 2012

	1 Year			3 Year			5 Year			Since Inception
Leuthold Core Investment Fund - Institutional Class		11.40	%		3.36	%		0.55	%		3.80	%
Lipper Flexible Fund Index		18.63	%		9.00	%		2.36	%		4.58	%
S&P 500 Index		30.20	%		13.20	%		1.05	%		3.98	%

A $1,000,000 Investment in the Leuthold Core Investment Fund – Institutional Class

The Lipper Flexible Fund Index is composed of funds that allocate investments across various asset classes with a focus on total return, as defined by Lipper.

The S&P 500 Index is an unmanaged capitalization-weighted index of 500 stocks designed to measure performance of the broad domestic economy through changes in the aggregate market value of the 500 stocks which represent all major industries.

This chart assumes an initial gross investment of $1,000,000 made on 1/31/06 (commencement of operations). Returns shown include the reinvestment of all dividends. The Fund’s past performance is not necessarily an indication of its future performance. It may perform better or worse in the future. The graph and the table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of shares.

The Leuthold Funds - 2012 Annual Report 27

Leuthold Asset Allocation Fund - Retail Class

(Unaudited)

Average Annual Rate of Return For Periods Ended

 September 30, 2012

	1 Year			3 Year			5 Year			Since Inception
Leuthold Asset Allocation Fund - Retail Class		11.73	%		6.40	%		0.36	%		2.68	%
Lipper Flexible Fund Index		18.63	%		9.00	%		2.36	%		4.96	%
S&P 500 Index		30.20	%		13.20	%		1.05	%		4.35	%

A $10,000 Investment in the Leuthold Asset Allocation Fund – Retail Class

The Lipper Flexible Fund Index is composed of funds that allocate investments across various asset classes with a focus on total return, as defined by Lipper.

The S&P 500 Index is an unmanaged capitalization-weighted index of 500 stocks designed to measure performance of the broad domestic economy through changes in the aggregate market value of the 500 stocks which represent all major industries.

This chart assumes an initial gross investment of $10,000 made on 5/24/06 (commencement of operations). Returns shown include the reinvestment of all dividends. The Fund’s past performance is not necessarily an indication of its future performance. It may perform better or worse in the future. The graph and the table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of shares.

28 The Leuthold Funds - 2012 Annual Report  

Leuthold Asset Allocation Fund - Institutional Class

(Unaudited)

Average Annual Rate of Return For Periods Ended

September 30, 2012

	1 Year			3 Year			5 Year			Since Inception
Leuthold Asset Allocation Fund - Institutional Class		11.96	%		6.66	%		0.58	%		2.21	%
Lipper Flexible Fund Index		18.63	%		9.00	%		2.36	%		3.56	%
S&P 500 Index		30.20	%		13.20	%		1.05	%		2.23	%

A $1,000,000 Investment in the Leuthold Asset Allocation Fund – Institutional Class

The Lipper Flexible Fund Index is composed of funds that allocate investments across various asset classes with a focus on total return, as defined by Lipper.

The S&P 500 Index is an unmanaged capitalization-weighted index of 500 stocks designed to measure performance of the broad domestic economy through changes in the aggregate market value of the 500 stocks which represent all major industries.

This chart assumes an initial gross investment of $1,000,000 made on 1/31/07 (commencement of operations). Returns shown include the reinvestment of all dividends. The Fund’s past performance is not necessarily an indication of its future performance. It may perform better or worse in the future. The graph and the table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of shares.

The Leuthold Funds - 2012 Annual Report 29

Leuthold Global Fund - Retail Class

(Unaudited)

Average Annual Rate of Return For Periods Ended
September 30, 2012

	1 Year			3 Year			5 Year			Since Inception
Leuthold Global Fund - Retail Class		10.14	%		6.89	%		n/a			3.06	%
Lipper Global Flexible Portfolio Funds Index		14.40	%		6.60	%		(0.17	%)		1.66	%
MSCI ACWI		21.67	%		7.78	%		(1.54	%)		1.36	%
S&P 500 Index		30.20	%		13.20	%		1.05	%		5.04	%

A $10,000 Investment in the Leuthold Global Fund - Retail Class

The Lipper Global Flexible Portfolio Funds Index is an equally weighted representation of the largest funds in the Lipper Global Flexible Portfolio Funds category. These funds allocate their investments across various asset classes, including both domestic and foreign stocks, bonds, and money market instruments, with a focus on total return.

The MSCI ACWI (All Country World Index) is a free float-adjusted market capitalization weighted index that is designed to measure the equity market performance of developed and emerging markets. As of May 30, 2011, the MSCI ACWI consisted of 45 country indices comprising 24 developed and 21 emerging market country indices. The developed market country indices included are: Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Greece, Hong Kong, Ireland, Israel, Italy, Japan, Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, the United Kingdom, and the United States. The emerging market country indices included are: Brazil, Chile, China, Colombia, Czech Republic, Egypt, Hungary, India, Indonesia, Korea, Malaysia, Mexico, Morocco, Peru, Philippines, Poland, Russia, South Africa, Taiwan, Thailand, and Turkey.

The S&P 500 Index is an unmanaged capitalization-weighted index of 500 stocks designed to measure performance of the broad domestic economy through changes in the aggregate market value of the 500 stocks which represent all major industries.

This chart assumes an initial gross investment of $10,000 made on 7/1/08 (commencement of operations). Returns shown include the reinvestment of all dividends. The Fund’s past performance is not necessarily an indication of its future performance. It may perform better or worse in the future. The graph and the table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of shares.

30 The Leuthold Funds - 2012 Annual Report  

Leuthold Global Fund - Institutional Class

(Unaudited)

Average Annual Rate of Return For Periods Ended
September 30, 2012

	1 Year			3 Year			5 Year			Since Inception
Leuthold Global Fund - Institutional Class		10.34	%		7.07	%		n/a			2.90	%
Lipper Global Flexible Portfolio Funds Index		14.40	%		6.60	%		(0.17	%)		0.47	%
MSCI ACWI		21.67	%		7.78	%		(1.54	%)		(0.43	%)
S&P 500 Index		30.20	%		13.20	%		1.05	%		3.17	%

A $1,000,000 Investment in the Leuthold Global Fund - Institutional Class

The Lipper Global Flexible Portfolio Funds Index is an equally weighted representation of the largest funds in the Lipper Global Flexible Portfolio Funds category. These funds allocate their investments across various asset classes, including both domestic and foreign stocks, bonds, and money market instruments, with a focus on total return.

The MSCI ACWI (All Country World Index) is a free float-adjusted market capitalization weighted index that is designed to measure the equity market performance of developed and emerging markets. As of May 30, 2011, the MSCI ACWI consisted of 45 country indices comprising 24 developed and 21 emerging market country indices. The developed market country indices included are: Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Greece, Hong Kong, Ireland, Israel, Italy, Japan, Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, the United Kingdom, and the United States. The emerging market country indices included are: Brazil, Chile, China, Colombia, Czech Republic, Egypt, Hungary, India, Indonesia, Korea, Malaysia, Mexico, Morocco, Peru, Philippines, Poland, Russia, South Africa, Taiwan, Thailand, and Turkey.

The S&P 500 Index is an unmanaged capitalization-weighted index of 500 stocks designed to measure performance of the broad domestic economy through changes in the aggregate market value of the 500 stocks which represent all major industries.

This chart assumes an initial gross investment of $1,000,000 made on 4/30/08 (commencement of operations). Returns shown include the reinvestment of all dividends. The Fund’s past performance is not necessarily an indication of its future performance. It may perform better or worse in the future. The graph and the table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of shares.

The Leuthold Funds - 2012 Annual Report 31  

Leuthold Select Industries Fund

(Unaudited)

Average Annual Rate of Return For Periods Ended
September 30, 2012

	1 Year			3 Year			5 Year			10 Year
Leuthold Select Industries Fund		23.34	%		1.31	%		(3.68	%)		9.65	%
Russell 2000 Index		31.91	%		12.99	%		2.21	%		10.17	%
S&P 500 Index		30.20	%		13.20	%		1.05	%		8.01	%

A $10,000 Investment in the Leuthold Select Industries Fund

The Russell 2000 Index is comprised of approximately 2000 of the smallest companies in the Russell 3000 Index, representing approximately 10% of the Russell 3000 total market capitalization.

The S&P 500 Index is an unmanaged capitalization-weighted index of 500 stocks designed to measure performance of the broad domestic economy through changes in the aggregate market value of the 500 stocks which represent all major industries.

This chart assumes an initial gross investment of $10,000 made on 9/30/02. Returns shown include the reinvestment of all dividends. The Fund’s past performance is not necessarily an indication of its future performance. It may perform better or worse in the future. The graph and the table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of shares.

32 The Leuthold Funds - 2012 Annual Report  

Leuthold Global Industries Fund - Retail Class

(Unaudited)

Average Annual Rate of Return For Periods Ended
September 30, 2012

	1 Year			3 Year			5 Year			Since Inception
Leuthold Global Industries Fund - Retail Class		17.33	%		n/a			n/a			6.44	%
MSCI ACWI		21.67	%		7.78	%		(1.54	%)		9.46	%
S&P 500 Index		30.20	%		13.20	%		1.05	%		12.85	%

A $10,000 Investment in the Leuthold Global Industries Fund - Retail Class

The MSCI ACWI (All Country World Index) is a free float-adjusted market capitalization weighted index that is designed to measure the equity market performance of developed and emerging markets. As of May 30, 2011, the MSCI ACWI consisted of 45 country indices comprising 24 developed and 21 emerging market country indices. The developed market country indices included are: Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Greece, Hong Kong, Ireland, Israel, Italy, Japan, Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, the United Kingdom, and the United States. The emerging market country indices included are: Brazil, Chile, China, Colombia, Czech Republic, Egypt, Hungary, India, Indonesia, Korea, Malaysia, Mexico, Morocco, Peru, Philippines, Poland, Russia, South Africa, Taiwan, Thailand, and Turkey.

The S&P 500 Index is an unmanaged capitalization-weighted index of 500 stocks designed to measure performance of the broad domestic economy through changes in the aggregate market value of the 500 stocks which represent all major industries.

This chart assumes an initial gross investment of $10,000 made on 5/17/10 (commencement of operations). Returns shown include the reinvestment of all dividends. The Fund’s past performance is not necessarily an indication of its future performance. It may perform better or worse in the future. The graph and the table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of shares.

The Leuthold Funds - 2012 Annual Report 33  

Leuthold Global Industries Fund - Institutional Class

(Unaudited)

Average Annual Rate of Return For Periods Ended
September 30, 2012

	1 Year			3 Year			5 Year			Since Inception
Leuthold Global Industries Fund - Institutional Class		17.84	%		n/a			n/a			6.80	%
MSCI ACWI		21.67	%		7.78	%		(1.54	%)		9.46	%
S&P 500 Index		30.20	%		13.20	%		1.05	%		12.85	%

A $1,000,000 Investment in the Leuthold Global Industries Fund - Institutional Class

The MSCI ACWI (All Country World Index) is a free float-adjusted market capitalization weighted index that is designed to measure the equity market performance of developed and emerging markets. As of May 30, 2011, the MSCI ACWI consisted of 45 country indices comprising 24 developed and 21 emerging market country indices. The developed market country indices included are: Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Greece, Hong Kong, Ireland, Israel, Italy, Japan, Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, the United Kingdom, and the United States. The emerging market country indices included are: Brazil, Chile, China, Colombia, Czech Republic, Egypt, Hungary, India, Indonesia, Korea, Malaysia, Mexico, Morocco, Peru, Philippines, Poland, Russia, South Africa, Taiwan, Thailand, and Turkey.

The S&P 500 Index is an unmanaged capitalization-weighted index of 500 stocks designed to measure performance of the broad domestic economy through changes in the aggregate market value of the 500 stocks which represent all major industries.

This chart assumes an initial gross investment of $1,000,000 made on 5/17/10 (commencement of operations). Returns shown include the reinvestment of all dividends. The Fund’s past performance is not necessarily an indication of its future performance. It may perform better or worse in the future. The graph and the table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of shares.

34 The Leuthold Funds - 2012 Annual Report  

Leuthold Global Clean Technology Fund - Retail Class

(Unaudited)

Average Annual Rate of Return For Periods Ended
September 30, 2012

	1 Year			3 Year			5 Year			Since Inception
Leuthold Global Clean Technology Fund - Retail Class		21.15	%		(6.95	%)		n/a			(2.31	%)
Ardour Composite Global Alternative Energy Index		(10.78	%)		(23.37	%)		(23.66	%)		(20.35	%)
S&P 500 Index		30.20	%		13.20	%		1.05	%		16.19	%

A $10,000 Investment in the Leuthold Global Clean Technology Fund - Retail Class

The Ardour Composite Global Alternative Energy Index is a capitalization weighted, float adjusted equity index designed to serve as an equity benchmark for globally traded stocks which are principally engaged in the field of alternative energy technologies, including renewable energy, alternative fuels, and related enabling technologies. The index is published by S-Network Global Indexes, LLC.

The S&P 500 Index is an unmanaged capitalization-weighted index of 500 stocks designed to measure performance of the broad domestic economy through changes in the aggregate market value of the 500 stocks which represent all major industries.

This chart assumes an initial gross investment of $10,000 made on 7/22/09 (commencement of operations). Returns shown include the reinvestment of all dividends. The Fund’s past performance is not necessarily an indication of its future performance. It may perform better or worse in the future. The graph and the table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of shares.

(1) Not annualized

The Leuthold Funds - 2012 Annual Report 35  

Leuthold Global Clean Technology Fund - Institutional Class

(Unaudited)

Average Annual Rate of Return For Periods Ended
September 30, 2012

	1 Year			3 Year			5 Year			Since Inception
Leuthold Global Clean Technology Fund - Institutional Class		21.30	%		(6.75	%)		n/a			(2.12	%)
Ardour Composite Global Alternative Energy Index		(10.78	%)		(23.37	%)		(23.66	%)		(20.35	%)
S&P 500 Index		30.20	%		13.20	%		1.05	%		16.19	%

The Ardour Composite Global Alternative Energy Index is a capitalization weighted, float adjusted equity index designed to serve as an equity benchmark for globally traded stocks which are principally engaged in the field of alternative energy technologies, including renewable energy, alternative fuels, and related enabling technologies. The index is published by S-Network Global Indexes, LLC.

The S&P 500 Index is an unmanaged capitalization-weighted index of 500 stocks designed to measure performance of the broad domestic economy through changes in the aggregate market value of the 500 stocks which represent all major industries.

This chart assumes an initial gross investment of $1,000,000 made on 7/22/09 (commencement of operations). Returns shown include the reinvestment of all dividends. The Fund’s past performance is not necessarily an indication of its future performance. It may perform better or worse in the future. The graph and the table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of shares.

36 The Leuthold Funds - 2012 Annual Report  

Grizzly Short Fund

(Unaudited)

Average Annual Rate of Return For Periods Ended

September 30, 2012

	1 Year			3 Year			5 Year			10 Year
Grizzly Short Fund		(31.47	%)		(16.50	%)		(9.64	%)		(12.46	%)
S&P MidCap 400 Index		28.54	%		14.33	%		3.83	%		10.77	%
S&P 500 Index		30.20	%		13.20	%		1.05	%		8.01	%

A $10,000 Investment in the Grizzly Short Fund

The S&P MidCap 400 Index is a capitalization-weighted index which measures the performance of the mid-range sector of the U.S. stock market. The index was developed with a base level of 100 as of December 31, 1990.

The S&P 500 Index is an unmanaged capitalization-weighted index of 500 stocks designed to measure performance of the broad domestic economy through changes in the aggregate market value of the 500 stocks which represent all major industries.

This chart assumes an initial gross investment of $10,000 made on 9/30/02. Returns shown include the reinvestment of all dividends. The Fund’s past performance is not necessarily an indication of its future performance. It may perform better or worse in the future. The graph and the table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of shares.

The Leuthold Funds - 2012 Annual Report 37  

The Leuthold Funds

Statements of Assets and Liabilities

September 30, 2012

	Leuthold Core Investment Fund (Consolidated)		Leuthold Asset Allocation Fund (Consolidated)		Leuthold Global Fund (Consolidated)		Leuthold Select Industries Fund
ASSETS:
Investments, at cost	$	676,405,902	$	531,407,395	$	343,750,526	$	12,022,152
Investments, at fair value	$	757,444,111	$	600,775,503	$	375,684,629	$	13,511,668
Cash		30,019		87,275		3,905,357		416
Receivable for Fund shares sold		307,855		126,406		1,823,300		—
Receivable for investments sold		19,293,640		11,773,069		6,621,884		185,268
Collateral at broker for securities sold short		39,796,251		31,581,510		18,697,219		—
Interest receivable		953,686		784,742		633,310		1
Dividends receivable		782,449		585,441		449,917		18,471
Other assets		22,870		22,492		10,875		10,802
Total Assets		818,630,881		645,736,438		407,826,491		13,726,626
LIABILITIES:
Securities sold short, at fair value (proceeds $19,310,588, $15,490,463,  $9,738,455, and $0, respectively)		19,627,038		15,744,312		9,497,176		—
Interest payable on securities sold short		14,139		11,373		1,609		—
Payable for investments purchased		5,356,094		252,484		10,339,542		147,377
Payable for Fund shares redeemed		1,029,561		1,316,820		392,720		61,424
Payable to Adviser		598,764		476,026		353,146		13,168
Payable to Custodian		77,284		87,945		60,599		9,747
Dividends payable on securities sold short		—		—		—		—
Distribution (Rule 12b-1) fees payable		—		375,325		76,753		402
Shareholder servicing fees payable		141,150		—		—		2,729
Accrued expenses and other liablities		454,739		588,565		263,287		33,352
Total Liabilities		27,298,769		18,852,850		20,984,832		268,199
NET ASSETS	$	791,332,112	$	626,883,588	$	386,841,659	$	13,458,427

38 The Leuthold Funds - 2012 Annual Report See Notes to the Financial Statements.  

The Leuthold Funds

Statements of Assets and Liabilities (continued)

September 30, 2012

	Leuthold Core Investment Fund (Consolidated)			Leuthold Asset Allocation Fund (Consolidated)			Leuthold Global Fund (Consolidated)			Leuthold Select Industries Fund
NET ASSETS CONSIST OF:
Capital stock	$	712,938,619		$	899,047,683		$	356,837,477		$	16,982,904
Accumulated net investment income (loss)		5,683,952			8,246,872			833,163			7,803
Accumulated net realized gain (loss) on investments		(8,012,293	)		(349,525,582	)		(3,004,346	)		(5,021,783	)
Net unrealized appreciation (depreciation) on investments and short positions		80,721,834			69,114,615			32,175,365			1,489,503
Total Net Assets	$	791,332,112		$	626,883,588		$	386,841,659		$	13,458,427
Retail Class Shares
Net assets	$	527,760,001		$	359,697,107		$	120,450,807		$	13,458,427
Shares outstanding (1,000,000,000 shares of  $0.0001 par value authorized)		31,455,318			34,251,681			11,757,480			1,014,868
Net Asset Value, Redemption Price and Offering Price Per Share	$	16.78	*	$	10.50	*	$	10.24	*	$	13.26
Institutional Class Shares
Net assets	$	263,572,111		$	267,186,481		$	266,390,852			n/a
Shares outstanding (1,000,000,000 shares of $0.0001 par value authorized)		15,716,635			25,346,679			25,939,066			n/a
Net Asset Value, Redemption Price and Offering Price Per Share	$	16.77	*	$	10.54	*	$	10.27	*		n/a

* Redemption price may differ from NAV if redemption fee is applied.

See Notes to the Financial Statements. The Leuthold Funds - 2012 Annual Report 39  

The Leuthold Funds

Statements of Assets and Liabilities (continued)

September 30, 2012

	Leuthold Global Industries Fund		Leuthold Global Clean Technology Fund		Grizzly Short Fund
ASSETS:
Investments, at cost	$	7,273,853	$	7,747,849	$	5,461,654
Investments, at fair value	$	7,946,919	$	8,591,246	$	5,461,654
Cash		140,097		277		—
Receivable for Fund shares sold		—		—		257,446
Receivable for investments sold		233,563		93,504		4,191,001
Collateral at broker for securities sold short		—		—		256,486,352
Interest receivable		1		2		64
Dividends receivable		19,838		17,270		—
Other assets		13,160		14,532		21,749
Total Assets		8,353,578		8,716,831		266,418,266
LIABILITIES:
Securities sold short, at fair value (proceeds $0, $0, and $128,740,486, respectively)		—		—		129,605,702
Interest payable on securities sold short		—		—		37,990
Payable for investments purchased		357,696		—		—
Payable for Fund shares redeemed		—		1,450		24,879
Payable to Adviser		3,433		1,839		159,026
Payable to Custodian		16,740		9,308		390
Dividends payable on securities sold short		—		—		100,467
Distribution (Rule 12b-1) fees payable		3,210		8,137		—
Shareholder servicing fees payable		—		—		47,759
Accrued expenses and other liablities		37,887		31,511		156,044
Total Liabilities		418,966		52,245		130,132,257
NET ASSETS	$	7,934,612	$	8,664,586	$	136,286,009

40 The Leuthold Funds - 2012 Annual Report See Notes to the Financial Statements.  

The Leuthold Funds

Statements of Assets and Liabilities (continued)

September 30, 2012

	Leuthold Global Industries Fund			Leuthold Global Clean Technology Fund			Grizzly Short Fund
NET ASSETS CONSIST OF:
Capital stock	$	9,492,297		$	13,587,346		$	263,791,629
Accumulated net investment income (loss)		(17,087	)		(53,816	)		(3,874,894	)
Accumulated net realized gain (loss) on investments		(2,212,663	)		(5,712,260	)		(122,765,493	)
Net unrealized appreciation (depreciation) on investments and short positions		672,065			843,316			(865,233	)
Total Net Assets	$	7,934,612		$	8,664,586		$	136,286,009
Retail Class Shares
Net assets	$	3,782,099		$	7,477,204		$	136,286,009
Shares outstanding (1,000,000,000 shares of  $0.0001 par value authorized)		330,624			805,923			12,323,800
Net Asset Value, Redemption Price and Offering Price Per Share	$	11.44	*	$	9.28	*	$	11.06
Institutional Class Shares
Net assets	$	4,152,513		$	1,187,382			n/a
Shares outstanding (1,000,000,000 shares of $0.0001 par value authorized)		361,678			127,127			n/a
Net Asset Value, Redemption Price and Offering Price Per Share	$	11.48	*	$	9.34	*		n/a

* Redemption price may differ from NAV if redemption fee is applied.

See Notes to the Financial Statements. The Leuthold Funds - 2012 Annual Report 41  

The Leuthold Funds

Statements of Operations

For the Year Ended September 30, 2012

	Leuthold Core Investment Fund (Consolidated)		Leuthold Asset Allocation Fund (Consolidated)		Leuthold Global Fund (Consolidated)		Leuthold Select Industries Fund
INVESTMENT INCOME:
Dividend income (net of foreign taxes withheld of  $326,214, $371, 238, $348,123, and $4,444, respectively)	$	15,741,342	$	16,695,255	$	8,045,857	$	276,726
Interest income		1,958,173		1,807,774		1,040,758		12
Total investment income		17,699,515		18,503,029		9,086,615		276,738
EXPENSES:
Investment advisory fees (Note 3)		8,624,402		7,546,509		4,707,124		152,051
Administration fees		349,604		306,520		156,834		5,107
Transfer agent fees		256,037		799,954		304,218		7,952
Legal fees		26,210		24,967		13,038		347
Audit and tax fees		57,799		56,082		30,725		22,120
Fund accounting fees		105,165		94,788		60,973		6,125
Custody fees		173,453		185,660		135,934		23,351
Shareholder servicing fees-Retail Class		658,387		—		—		11,306
Registration fees		53,036		80,464		63,867		26,027
Report to shareholders		150,228		184,051		70,685		3,865
Directors’ fees		66,354		59,451		29,158		1,075
Distribution (Rule 12b-1) fees-Retail Class (Note 4)		—		1,089,575		290,886		—
Other		41,743		39,527		17,022		906
Total expenses before dividends and interest on short positions		10,562,418		10,467,548		5,880,464		260,232
Dividends and interest on short positions		759,589		702,639		249,787		—
(Reimbursement) or recovery from Adviser (Note 3)		—		—		—		(16,951	)
Total expenses		11,322,007		11,170,187		6,130,251		243,281
NET INVESTMENT INCOME (LOSS)	$	6,377,508	$	7,332,842	$	2,956,364	$	33,457

42 The Leuthold Funds - 2012 Annual Report See Notes to the Financial Statements.  

The Leuthold Funds

Statements of Operations (continued)

For the Year Ended September 30, 2012

	Leuthold Core Investment Fund (Consolidated)			Leuthold Asset Allocation Fund (Consolidated)			Leuthold Global Fund (Consolidated)			Leuthold Select Industries Fund
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS, INVESTMENT COMPANIES, SHORT POSITIONS, FOREIGN CURRENCY, AND FOREIGN CURRENCY TRANSLATION:
Net realized gain (loss) on:
Investments	$	34,856,901		$	81,870,239		$	2,351,222		$	118,039
Investment companies		(2,394,164	)		(1,633,882	)		442,191			—
Realized gain distributions received from investment companies		153,373			134,723			6,831			—
Short positions		(9,152,089	)		(8,530,405	)		1,330,765			—
Foreign currency and foreign currency translation		3,560,362			4,573,415			(113,573	)		6
Net unrealized appreciation (depreciation) during the period on:
Investments		86,068,096			29,970,155			42,488,501			3,208,329
Investment companies		2,679,334			2,109,727			1,250,650			—
Short positions		(21,039,281	)		(20,409,545	)		(9,552,118	)		—
Foreign currency and foreign currency translation		119,901			118,233			34,272			(4	)
Net realized and unrealized gain (loss) on investments, investment companies, short positions, foreign currency, and foreign currency translation		94,852,433			88,202,660			38,238,741			3,326,370
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	101,229,941		$	95,535,502		$	41,195,105		$	3,359,827

See Notes to the Financial Statements. The Leuthold Funds - 2012 Annual Report 43  

The Leuthold Funds

Statements of Operations (continued)

For the Year Ended September 30, 2012

	Leuthold Global Industries Fund				Leuthold Global Clean Technology Fund			Grizzly Short Fund
INVESTMENT INCOME:
Dividend income (net of foreign taxes withheld of  $11,967, $7,299, and $0, respectively)	$	230,578			$	146,584		$	—
Interest income		11				55			1,569
Total investment income		230,589				146,639			1,569
EXPENSES:
Investment advisory fees (Note 3)		111,299				116,247			2,485,442
Administration fees		3,396				4,104			76,127
Transfer agent fees		11,348				13,955			104,364
Legal fees		303				135			4,809
Audit and tax fees		18,879				19,516			32,270
Fund accounting fees		13,675				3,463			22,314
Custody fees		53,465				18,954			903
Shareholder servicing fees-Retail Class		—				—			190,859
Registration fees		35,997				28,854			52,120
Report to shareholders		2,190				3,880			35,286
Directors’ fees		876				857			13,393
Distribution (Rule 12b-1) fees-Retail Class (Note 4)		11,478				18,996			—
Other		1,733				1,592			9,670
Total expenses before dividends and interest on short positions		264,639				230,553			3,027,557
Dividends and interest on short positions		—				—			3,118,134
(Reimbursement) or recovery from Adviser (Note 3)		(58,737	)			(15,497	)		—
Total expenses		205,902				215,056			6,145,691
NET INVESTMENT INCOME (LOSS)	$	24,687		��	$	(68,417	)	$	(6,144,122	)

44 The Leuthold Funds - 2012 Annual Report See Notes to the Financial Statements.  

The Leuthold Funds

Statements of Operations (continued)

For the Year Ended September 30, 2012

	Leuthold Global Industries Fund			Leuthold Global Clean Technology Fund			Grizzly Short Fund
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS, INVESTMENT COMPANIES, SHORT POSITIONS, FOREIGN CURRENCY, AND FOREIGN CURRENCY TRANSLATION:
Net realized gain (loss) on:
Investments	$	(1,171,382	)	$	(2,498,491	)	$	—
Investment companies		—			—			—
Realized gain distributions received from investment companies		—			—			—
Short positions		—			—			(50,048,056	)
Foreign currency and foreign currency translation		(6,890	)		(2,637	)		373
Net unrealized appreciation (depreciation) during the period on:
Investments		3,335,380			4,867,072			—
Investment companies		—			—			—
Short positions		—			—			(31,836,852	)
Foreign currency and foreign currency translation		833			201			(17	)
Net realized and unrealized gain (loss) on investments, short positions, foreign currency, and foreign currency translation		2,157,941			2,366,145			(81,884,552	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	2,182,628		$	2,297,728		$	(88,028,674	)

See Notes to the Financial Statements. The Leuthold Funds - 2012 Annual Report 45  

Leuthold Core Investment Fund

Statements of Changes in Net Assets (Consolidated)

	Year Ended September 30, 2012			Year Ended September 30, 2011
OPERATIONS:
Net investment income	$	6,377,508		$	7,107,931
Net realized gain on investments, investment companies, short positions, foreign currency, and foreign currency translation		27,024,383			128,158,677
Net unrealized appreciation (depreciation) on investments, investment companies, short positions, foreign currency, and foreign currency translation		67,828,050			(142,216,650	)
Net increase (decrease) in net assets from operations		101,229,941			(6,950,042	)
DISTRIBUTIONS TO SHAREHOLDERS:
From net investment income - Retail Class		(17,620,148	)		(3,081,175	)
From net investment income - Institutional Class		(10,266,042	)		(2,050,771	)
From net realized gains - Retail Class		—			—
From net realized gains - Institutional Class		—			—
Total distributions		(27,886,190	)		(5,131,946	)
CAPITAL SHARE TRANSACTIONS:
Proceeds from shares sold - Retail Class		70,403,726			91,440,164
Proceeds from shares sold - Institutional Class		55,408,295			53,074,051
Proceeds from shares issued to holders in reinvestment of dividends - Retail Class		16,330,521			2,906,808
Proceeds from shares issued to holders in reinvestment of dividends - Institutional Class		9,619,985			1,918,404
Cost of shares redeemed - Retail Class*		(267,568,264	)		(283,073,874	)
Cost of shares redeemed - Institutional Class**		(174,656,467	)		(156,096,354	)
Net decrease in net assets from capital share transactions		(290,462,204	)		(289,830,801	)
TOTAL DECREASE IN NET ASSETS:		(217,118,453	)		(301,912,789	)
NET ASSETS
Beginning of year		1,008,450,565			1,310,363,354
End of year (including accumulated net investment income of $5,683,952 and $16,992,082, respectively)	$	791,332,112		$	1,008,450,565
CHANGES IN SHARES OUTSTANDING:
Shares sold - Retail Class		4,337,297			5,338,404
Shares sold - Institutional Class		3,445,401			3,146,529
Shares issued to holders in reinvestment of dividends - Retail Class		1,022,237			171,204
Shares issued to holders in reinvestment of dividends - Institutional Class		601,871			113,197
Shares redeemed - Retail Class		(16,535,899	)		(16,595,763	)
Shares redeemed - Institutional Class		(10,754,291	)		(9,101,904	)
Net decrease in shares outstanding		(17,883,384	)		(16,928,333	)
* Net of redemption fees of (Retail Class):	$	96		$	1,366
** Net of redemption fees of (Institutional Class):	$	139		$	28,224

46 The Leuthold Funds - 2012 Annual Report See Notes to the Financial Statements.  

Leuthold Asset Allocation Fund

Statements of Changes in Net Assets (Consolidated)

	Year Ended September 30, 2012			Year Ended September 30, 2011
OPERATIONS:
Net investment income	$	7,332,842		$	9,446,235
Net realized gain on investments, investment companies, short positions, foreign currency, and foreign currency translation		76,414,090			117,546,413
Net unrealized appreciation (depreciation) on investments, investment companies, short positions, foreign currency, and foreign currency translation		11,788,570			(125,111,112	)
Net increase in net assets from operations		95,535,502			1,881,536
DISTRIBUTIONS TO SHAREHOLDERS:
From net investment income - Retail Class		(17,167,035	)		(4,321,330	)
From net investment income - Institutional Class		(12,272,080	)		(3,180,752	)
From net realized gains - Retail Class		—			—
From net realized gains - Institutional Class		—			—
Total distributions		(29,439,115	)		(7,502,082	)
CAPITAL SHARE TRANSACTIONS:
Proceeds from shares sold - Retail Class		52,411,631			165,626,458
Proceeds from shares sold - Institutional Class		48,368,810			129,757,090
Proceeds from shares issued to holders in reinvestment of dividends - Retail Class		15,107,383			3,892,104
Proceeds from shares issued to holders in reinvestment of dividends - Institutional Class		11,515,740			2,990,024
Cost of shares redeemed - Retail Class*		(354,441,167	)		(407,864,634	)
Cost of shares redeemed - Institutional Class**		(205,267,079	)		(132,510,447	)
Net decrease in net assets from capital share transactions		(432,304,682	)		(238,109,405	)
TOTAL DECREASE IN NET ASSETS:		(366,208,295	)		(243,729,951	)
NET ASSETS
Beginning of year		993,091,883			1,236,821,834
End of year (including accumulated net investment income of $8,246,872 and $15,526,681, respectively)	$	626,883,588		$	993,091,883
CHANGES IN SHARES OUTSTANDING:
Shares sold - Retail Class		5,112,849			15,651,134
Shares sold - Institutional Class		4,731,096			12,144,533
Shares issued to holders in reinvestment of dividends - Retail Class		1,492,344			374,930
Shares issued to holders in reinvestment of dividends - Institutional Class		1,130,495			287,495
Shares redeemed - Retail Class		(34,791,335	)		(38,689,099	)
Shares redeemed - Institutional Class		(20,076,664	)		(12,469,491	)
Net decrease in shares outstanding		(42,401,215	)		(22,700,498	)
* Net of redemption fees of (Retail Class):	$	803		$	4,091
** Net of redemption fees of (Institutional Class):	$	—		$	7

See Notes to the Financial Statements. The Leuthold Funds - 2012 Annual Report 47  

Leuthold Global Fund

Statements of Changes in Net Assets (Consolidated)

	Year Ended September 30, 2012			Year Ended September 30, 2011
OPERATIONS:
Net investment income	$	2,956,364		$	3,813,617
Net realized gain on investments, investment companies, short positions, foreign currency, and foreign currency translation		4,017,436			672,236
Net unrealized appreciation (depreciation) on investments, investment companies, short positions, foreign currency, and foreign currency translation		34,221,305			(26,315,253	)
Net increase (decrease) in net assets from operations		41,195,105			(21,829,400	)
DISTRIBUTIONS TO SHAREHOLDERS:
From net investment income - Retail Class		(1,693,659	)		(841,488	)
From net investment income - Institutional Class		(3,991,623	)		(2,412,402	)
From net realized gains - Retail Class		(1,600,165	)		(5,218,636	)
From net realized gains - Institutional Class		(2,986,860	)		(9,824,159	)
Total distributions		(10,272,307	)		(18,296,685	)
CAPITAL SHARE TRANSACTIONS:
Proceeds from shares sold - Retail Class		38,817,784			109,872,463
Proceeds from shares sold - Institutional Class		42,023,979			157,499,873
Proceeds from shares issued to holders in reinvestment of dividends - Retail Class		2,512,501			4,061,793
Proceeds from shares issued to holders in reinvestment of dividends - Institutional Class		6,030,728			10,572,414
Cost of shares redeemed - Retail Class*		(83,069,375	)		(46,673,365	)
Cost of shares redeemed - Institutional Class**		(95,136,550	)		(40,113,619	)
Net increase (decrease) in net assets from capital share transactions		(88,820,933	)		195,219,559
TOTAL INCREASE (DECREASE) IN NET ASSETS:		(57,898,135	)		155,093,474
NET ASSETS
Beginning of year		444,739,794			289,646,320
End of year (including accumulated net investment income of $833,163 and $1,851,244, respectively)	$	386,841,659		$	444,739,794
CHANGES IN SHARES OUTSTANDING:
Shares sold - Retail Class		3,945,983			10,329,104
Shares sold - Institutional Class		4,228,765			14,738,195
Shares issued to holders in reinvestment of dividends - Retail Class		261,893			395,426
Shares issued to holders in reinvestment of dividends - Institutional Class		625,025			1,024,489
Shares redeemed - Retail Class		(8,450,710	)		(4,441,240	)
Shares redeemed - Institutional Class		(9,571,699	)		(3,796,602	)
Net increase (decrease) in shares outstanding		(8,960,743	)		18,249,372
* Net of redemption fees of (Retail Class):	$	2,558		$	3,180
** Net of redemption fees of (Institutional Class):	$	—		$	656

48 The Leuthold Funds - 2012 Annual Report See Notes to the Financial Statements.  

Leuthold Select Industries Fund

Statements of Changes in Net Assets

	Year Ended September 30, 2012			Year Ended September 30, 2011
OPERATIONS:
Net investment income (loss)	$	33,457		$	(73,181	)
Net realized gain on investments, foreign currency, and foreign currency translation		118,045			3,704,600
Net unrealized appreciation (depreciation) on investments, foreign currency, and foreign currency translation		3,208,325			(3,532,035	)
Net increase in net assets from operations		3,359,827			99,384
DISTRIBUTIONS TO SHAREHOLDERS:
From net investment income		(25,862	)		(45,146	)
From net realized gains		—			—
Total distributions		(25,862	)		(45,146	)
CAPITAL SHARE TRANSACTIONS:
Proceeds from shares sold		542,710			1,688,661
Proceeds from shares issued to holders in reinvestment of dividends		21,471			39,403
Cost of shares redeemed		(6,718,254	)		(24,592,254	)
Net decrease in net assets from capital share transactions		(6,154,073	)		(22,864,190	)
TOTAL DECREASE IN NET ASSETS:		(2,820,108	)		(22,809,952	)
NET ASSETS
Beginning of year		16,278,535			39,088,487
End of year (including accumulated net investment income of $7,803 and $0, respectively)	$	13,458,427		$	16,278,535
CHANGES IN SHARES OUTSTANDING:
Shares sold		43,940			131,238
Shares issued to holders in reinvestment of dividends		1,675			3,080
Shares redeemed		(541,444	)		(1,936,088	)
Net decrease in shares outstanding		(495,829	)		(1,801,770	)

See Notes to the Financial Statements. The Leuthold Funds - 2012 Annual Report 49  

Leuthold Global Industries Fund

Statement of Changes in Net Assets

	Year Ended September 30, 2012			Year Ended September 30, 2011
OPERATIONS:
Net investment income	$	24,687		$	172,580
Net realized loss on investments, investment companies, foreign currency, and foreign currency translation		(1,178,272	)		(1,080,268	)
Net unrealized appreciation (depreciation) on investments, investment companies, foreign currency, and foreign currency translation		3,336,213			(3,836,830	)
Net increase (decrease) in net assets from operations		2,182,628			(4,744,518	)
DISTRIBUTIONS TO SHAREHOLDERS:
From net investment income - Retail Class		(11,008	)		(28,834	)
From net investment income - Institutional Class		(7,012	)		(130,716	)
From net realized gains - Retail Class		—			(45,735	)
From net realized gains - Institutional Class		—			(30,728	)
Total distributions		(18,020	)		(236,013	)
CAPITAL SHARE TRANSACTIONS:
Proceeds from shares sold - Retail Class		290,757			2,926,049
Proceeds from shares sold - Institutional Class		333,333			25,175,738
Proceeds from shares issued to holders in reinvestment of dividends - Retail Class		1,464			12,928
Proceeds from shares issued to holders in reinvestment of dividends - Institutional Class		7,012			158,397
Cost of shares redeemed - Retail Class*		(2,743,118	)		(3,025,963	)
Cost of shares redeemed - Institutional Class**		(12,401,434	)		(9,704,892	)
Net increase (decrease) from capital share transactions		(14,511,986	)		15,542,257
TOTAL INCREASE (DECREASE) IN NET ASSETS:		(12,347,378	)		10,561,726
NET ASSETS
Beginning of year		20,281,990			9,720,264
End of year (including accumulated net investment loss of $(17,087) and $(26,563), respectively)	$	7,934,612		$	20,281,990
CHANGES IN SHARES OUTSTANDING:
Shares sold - Retail Class		27,418			269,387
Shares sold - Institutional Class		30,553			2,007,864
Shares issued to holders in reinvestment of dividends - Retail Class		141			1,093
Shares issued to holders in reinvestment of dividends - Institutional Class		674			13,457
Shares redeemed - Retail Class		(247,065	)		(251,699	)
Shares redeemed - Institutional Class		(1,194,744	)		(847,497	)
Net increase (decrease) in shares outstanding		(1,383,023	)		1,192,605
* Net of redemption fees of (Retail Class):	$	—		$	38
** Net of redemption fees of (Institutional Class):	$	—		$	—

50 The Leuthold Funds - 2012 Annual Report See Notes to the Financial Statements.  

Leuthold Global Clean Technology Fund

Statements of Changes in Net Assets

	Year Ended September 30, 2012			Year Ended September 30, 2011
OPERATIONS:
Net investment loss	$	(68,417	)	$	(241,689	)
Net realized loss on investments, foreign currency, and foreign currency translation		(2,501,128	)		(2,430,186	)
Net unrealized appreciation (depreciation) on investments, foreign currency, and foreign currency translation		4,867,273			(3,102,436	)
Net increase (decrease) in net assets from operations		2,297,728			(5,774,311	)
DISTRIBUTIONS TO SHAREHOLDERS:
From net investment income - Retail Class		—			—
From net investment income - Institutional Class		—			—
From net realized gains - Retail Class		—			—
From net realized gains - Institutional Class		—			—
Total distributions		—			—
CAPITAL SHARE TRANSACTIONS:
Proceeds from shares sold - Retail Class		2,616,056			6,824,754
Proceeds from shares sold - Institutional Class		26,291			1,225,845
Proceeds from shares issued to holders in reinvestment of dividends - Retail Class		—			—
Proceeds from shares issued to holders in reinvestment of dividends - Institutional Class		—			—
Cost of shares redeemed - Retail Class*		(4,536,562	)		(7,573,809	)
Cost of shares redeemed - Institutional Class**		(7,876,731	)		(5,950,651	)
Net decrease in net assets from capital share transactions		(9,770,946	)		(5,473,861	)
TOTAL DECREASE IN NET ASSETS:		(7,473,218	)		(11,248,172	)
NET ASSETS
Beginning of year		16,137,804			27,385,976
End of year (including accumulated net investment loss of $(53,816) and $0, respectively)	$	8,664,586		$	16,137,804
CHANGES IN SHARES OUTSTANDING:
Shares sold - Retail Class		287,491			603,918
Shares sold - Institutional Class		2,774			112,308
Shares issued to holders in reinvestment of dividends - Retail Class		—			—
Shares issued to holders in reinvestment of dividends - Institutional Class		—			—
Shares redeemed - Retail Class		(529,164	)		(713,831	)
Shares redeemed - Institutional Class		(928,921	)		(555,473	)
Net decrease in shares outstanding		(1,167,820	)		(553,078	)
*Net of redemption fees of (Retail Class):	$	482		$	146
**Net of redemption fees of (Institutional Class):	$	—		$	11

See Notes to the Financial Statements. The Leuthold Funds - 2012 Annual Report 51  

Grizzly Short Fund

Statements of Changes in Net Assets

	Year Ended September 30, 2012			Year Ended September 30, 2011
OPERATIONS:
Net investment loss	$	(6,144,122	)	$	(3,879,417	)
Net realized loss on investment companies, short positions, foreign currency, and foreign currency translation		(50,047,683	)		(31,941,478	)
Net unrealized appreciation (depreciation) on short positions, foreign currency, and foreign currency translation		(31,836,869	)		37,629,806
Net increase (decrease) in net assets from operations		(88,028,674	)		1,808,911
DISTRIBUTIONS TO SHAREHOLDERS:
From net investment income		—			—
From net realized gains		—			—
Total distributions		—			—
CAPITAL SHARE TRANSACTIONS:
Proceeds from shares sold		293,170,610			298,354,919
Proceeds from shares issued to holders in reinvestment of dividends		—			—
Cost of shares redeemed		(332,304,010	)		(233,267,989	)
Net increase (decrease) in net assets from capital share transactions		(39,133,400	)		65,086,930
TOTAL INCREASE (DECREASE) IN NET ASSETS:		(127,162,074	)		66,895,841
NET ASSETS
Beginning of year		263,448,083			196,552,242
End of year (including accumulated net investment loss of $(3,874,894) and $0, respectively)	$	136,286,009		$	263,448,083
CHANGES IN SHARES OUTSTANDING:
Shares sold		22,016,553			16,037,579
Shares issued to holders in reinvestment of dividends		—			—
Shares redeemed		(26,019,415	)		(47,368,866	)
Net decrease in shares outstanding		(4,002,862	)		(31,331,287	)

52 The Leuthold Funds - 2012 Annual Report See Notes to the Financial Statements.

Leuthold Core Investment Fund - Retail

Financial Highlights

	Year Ended September 30, 2012 (Consolidated)			Year Ended September 30, 2011 (Consolidated)			Year Ended September 30, 2010 (Consolidated)			Year Ended September 30, 2009 (Consolidated)			Year Ended September 30, 2008
Per Share Data (1):
Net asset value, beginning of year	$	15.50		$	15.99		$	15.79		$	15.20		$	21.18
Income (loss) from investment operations:
Net investment income		0.11	(2)		0.09	(3)		0.14	(2)		0.28	(2)		0.26	(3)
Net realized and unrealized gains (losses) on investments and short positions		1.62			(0.51	)		0.11			0.45			(2.18	)
Total from investment operations		1.73			(0.42	)		0.25			0.73			(1.92	)
Less distributions:
From net investment income		(0.45	)		(0.07	)		––			(0.13	)		(0.31	)
From net realized gains		––			––			––			––			(3.75	)
From return of capital		––			––			(0.05	)		(0.01	)		––
Redemption fees(4)		0.00			0.00			0.00			0.00			0.00
Total distributions		(0.45	)		(0.07	)		(0.05	)		(0.14	)		(4.06	)
Net asset value, end of year	$	16.78		$	15.50		$	15.99		$	15.79		$	15.20
Total Return		11.34	%		(2.61	%)		1.53	%		4.95	%		(11.48	%)
Supplemental data and ratios:
Net assets, end of year	$	527,760,001		$	660,993,063		$	858,708,522		$	944,341,607		$	1,103,832,039
Ratio of expenses to average net assets(5)		1.22	%		1.24	%		1.37	%		1.15	%		1.28	%
Ratio of net investment income to average net assets(6)		0.69	%		0.54	%		0.85	%		2.14	%		1.51	%
Portfolio turnover rate (7)		149.17	%		83.15	%		100.36	%		116.70	%		238.34	%

(1)	For a share outstanding throughout the period. Rounded to the nearest cent.
(2)	Net investment income per share is calculated based on average shares outstanding.
(3)	Net investment income per share is calculated using ending balances prior to consideration of adjustments for permanent book and tax differences.
(4)	Amount represents less than $0.005 per share.
(5)	The ratio of expenses to average net assets includes dividends and interest on short positions. The expense ratios excluding dividends and interest on short positions were 1.14% for the year ended September 30, 2012, 1.14% for the year ended September 30, 2011, 1.12% for the year ended September 30, 2010, 1.14% for the year ended September 30, 2009, and 1.11% for the year ended September 30, 2008.
(6)	The net investment income ratios include dividends and interest on short positions.
(7)	The portfolio turnover rate excludes purchases and sales of short positions as the Adviser does not intend to hold the short positions for more than one year.

See Notes to the Financial Statements.   The Leuthold Funds - 2012 Annual Report 53  

Leuthold Core Investment Fund - Institutional

Financial Highlights

	Year Ended September 30, 2012 (Consolidated)			Year Ended September 30, 2011 (Consolidated)			Year Ended September 30, 2010 (Consolidated)			Year Ended September 30, 2009 (Consolidated)			Year Ended September 30, 2008
Per Share Data (1):
Net asset value, beginning of year	$	15.50		$	15.98		$	15.78		$	15.19		$	21.17
Income (loss) from investment operations:
Net investment income		0.12	(2)		0.11	(3)		0.15	(2)		0.30	(3)		0.28	(3)
Net realized and unrealized gains (losses) on investments and short positions		1.62			(0.50	)		0.11			0.45			(2.19	)
Total from investment operations		1.74			(0.39	)		0.26			0.75			(1.91	)
Less distributions:
From net investment income		(0.47	)		(0.09	)		––			(0.15	)		(0.32	)
From net realized gains		––			––			––			––			(3.75	)
Return of capital		––			––			(0.06	)		(0.01	)		––
Redemption fees		0.00	(4)		0.00	(4)		0.00	(4)		0.00	(4)		––
Total distributions		(0.47	)		(0.09	)		(0.06	)		(0.16	)		(4.07	)
Net asset value, end of year	$	16.77		$	15.50		$	15.98		$	15.78		$	15.19
Total Return		11.40	%		(2.49	%)		1.64	%		5.14	%		(11.46	%)
Supplemental data and ratios:
Net assets, end of year	$	263,572,111		$	347,517,502		$	451,654,832		$	461,682,757		$	317,733,525
Ratio of expenses to average net assets(5)		1.11	%		1.13	%		1.27	%		1.03	%		1.18	%
Ratio of net investment income to average net assets(6)		0.80	%		0.66	%		0.95	%		2.25	%		1.61	%
Portfolio turnover rate (7)		149.17	%		83.15	%		100.36	%		116.70	%		238.34	%

(1)	For a share outstanding throughout the period. Rounded to the nearest cent.
(2)	Net investment income per share is calculated based on average shares outstanding.
(3)	Net investment income per share is calculated using ending balances prior to consideration of adjustments for permanent book and tax differences.
(4)	Amount represents less than $0.005 per share.
(5)	The ratio of expenses to average net assets includes dividends and interest on short positions. The expense ratios excluding dividends and interest on short positions were 1.03% for the year ended September 30, 2012, 1.03% for the year ended September 30, 2011, 1.02% for the year ended September 30, 2010, 1.02% for the year ended September 30, 2009, and 1.01% for the year ended September 30, 2008.
(6)	The net investment income ratios include dividends and interest on short positions.
(7)	The portfolio turnover rate excludes purchases and sales of short positions as the Adviser does not intend to hold the short positions for more than one year.

54 The Leuthold Funds - 2012 Annual Report See Notes to the Financial Statements.  

Leuthold Asset Allocation Fund - Retail

Financial Highlights

	Year Ended September 30, 2012 (Consolidated)			Year Ended September 30, 2011 (Consolidated)			Year Ended September 30, 2010 (Consolidated)			Year Ended September 30, 2009 (Consolidated)			Year Ended September 30, 2008
Per Share Data (1):
Net asset value, beginning of year	$	9.72		$	9.91		$	9.12		$	9.45		$	11.43
Income (loss) from investment operations:
Net investment income		0.09	(2)		0.07	(3)		0.11	(2)		0.21	(3)		0.20	(3)
Net realized and unrealized gains (losses) on investments and short positions		1.03			(0.20	)		0.74			(0.35	)		(1.80	)
Total from investment operations		1.12			(0.13	)		0.85			(0.14	)		(1.60	)
Less distributions:
From net investment income		(0.34	)		(0.06	)		(0.02	)		(0.19	)		(0.20	)
From net realized gains		––			––			––			––			(0.18	)
Return of capital		––			––			(0.04	)		––			––
Redemption fees(4)		0.00			0.00			0.00			0.00			0.00
Total distributions		(0.34	)		(0.06	)		(0.06	)		(0.19	)		(0.38	)
Net asset value, end of year	$	10.50		$	9.72		$	9.91		$	9.12		$	9.45
Total Return		11.73	%		(1.34	%)		9.26	%		(1.20	%)		(14.45	%)
Supplemental data and ratios:
Net assets, end of year	$	359,697,107		$	606,985,298		$	843,525,684		$	849,399,319		$	1,205,840,473
Ratio of expenses to average net assets(5)		1.42	%		1.42	%		1.57	%		1.34	%		1.34	%
Ratio of net investment income to average net assets(6)		0.84	%		0.72	%		1.17	%		2.60	%		1.99	%
Portfolio turnover rate (7)		133.11	%		105.62	%		100.64	%		147.01	%		197.96	%

(1)	For a share outstanding throughout the period. Rounded to the nearest cent.
(2)	Net investment income per share is calculated based on average shares outstanding.
(3)	Net investment income per share is calculated using ending balances prior to consideration of adjustments for permanent book and tax differences.
(4)	Amount represents less than $0.005 per share.
(5)	The ratio of expenses to average net assets includes dividends and interest on short positions. The expense ratios excluding dividends and interest on short positions were 1.34% for the year ended September 30, 2012, 1.32% for the year ended September 30, 2011, 1.32% for the year ended September 30, 2010, 1.32% for the year ended September 30, 2009, and 1.23% for the year ended September 30, 2008.
(6)	The net investment income ratios include dividends and interest on short positions.
(7)	The portfolio turnover rate excludes purchases and sales of short positions as the Adviser does not intend to hold the short positions for more than one year.

See Notes to the Financial Statements.   The Leuthold Funds - 2012 Annual Report 55  

Leuthold Asset Allocation Fund - Institutional

Financial Highlights

	Year Ended September 30, 2012 (Consolidated)			Year Ended September 30, 2011 (Consolidated)			Year Ended September 30, 2010 (Consolidated)			Year Ended September 30, 2009 (Consolidated)			Year Ended September 30, 2008
Per Share Data (1):
Net asset value, beginning of year	$	9.76		$	9.93		$	9.13		$	9.45		$	11.44
Income (loss) from investment operations:
Net investment income		0.10	(2)		0.10	(3)		0.13	(2)		0.23	(3)		0.21	(3)
Net realized and unrealized gains (losses) on investments and short positions		1.05			(0.19	)		0.73			(0.34	)		(1.81	)
Total from investment operations		1.15			(0.09	)		0.86			(0.11	)		(1.60	)
Less distributions:
From net investment income		(0.37	)		(0.08	)		(0.02	)		(0.21	)		(0.21	)
From net realized gains		––			––			––			––			(0.18	)
Return of capital		––			––			(0.04	)		––			––
Redemption fees		––			0.00	(4)		––			0.00	(4)		0.00	(4)
Total distributions		(0.37	)		(0.08	)		(0.06	)		(0.21	)		(0.39	)
Net asset value, end of year	$	10.54		$	9.76		$	9.93		$	9.13		$	9.45
Total Return		11.96	%		(0.95	%)		9.41	%		(0.85	%)		(14.42	%)
Supplemental data and ratios:
Net assets, end of year	$	267,186,481		$	386,106,585		$	393,296,150		$	349,672,451		$	683,852,979
Ratio of expenses to average net assets(5)		1.20	%		1.20	%		1.36	%		1.11	%		1.21	%
Ratio of net investment income to average net assets(6)		1.06	%		0.94	%		1.38	%		2.82	%		2.12	%
Portfolio turnover rate (7)		133.11	%		105.62	%		100.64	%		147.01	%		197.96	%

(1)	For a share outstanding throughout the period. Rounded to the nearest cent.
(2)	Net investment income per share is calculated based on average shares outstanding.
(3)	Net investment income per share is calculated using ending balances prior to consideration of adjustments for permanent book and tax differences.
(4)	Amount represents less than $0.005 per share.
(5)	The ratio of expenses to average net assets includes dividends and interest on short positions. The expense ratios excluding dividends and interest on short positions were 1.12% for the year ended September 30, 2012, 1.10% for the year ended September 30, 2011, 1.11% for the year ended September 30, 2010, 1.10% for the year ended September 30, 2009, and 1.09% for the year ended September 30, 2008.
(6)	The net investment income ratios include dividends and interest on short positions.
(7)	The portfolio turnover rate excludes purchases and sales of short positions as the Adviser does not intend to hold the short positions for more than one year.

56 The Leuthold Funds - 2012 Annual Report See Notes to the Financial Statements.  

Leuthold Global Fund - Retail

Financial Highlights

	Year Ended September 30, 2012 (Consolidated)			Year Ended September 30, 2011 (Consolidated)			Year Ended September 30, 2010 (Consolidated)			Year Ended September 30, 2009 (Consolidated)			Period from July 1, 2008(1) through September 30, 2008
Per Share Data (2):
Net asset value, beginning of period	$	9.52		$	10.18		$	9.07		$	8.51		$	10.00
Income (loss) from investment operations:
Net investment income		0.05	(4)		0.08	(4)		0.07	(3)		0.09	(4)		0.03	(4)
Net realized and unrealized gains (losses) on investments and short positions		0.89			(0.17	)		1.06			0.59			(1.52	)
Total from investment operations		0.94			(0.09	)		1.13			0.68			(1.49	)
Less distributions:
From net investment income		(0.12	)		(0.07	)		(0.02	)		(0.12	)		––
From net realized gains		(0.10	)		(0.50	)		––			––			––
Redemption fees(5)		0.00			0.00			0.00			0.00			0.00
Total distributions		(0.22	)		(0.57	)		(0.02	)		(0.12	)		––
Net asset value, end of period	$	10.24		$	9.52		$	10.18		$	9.07		$	8.51
Total Return		10.14	%		(1.33	%)		12.39	%		8.28	%		(14.04	%)
Supplemental data and ratios:
Net assets, end of period	$	120,450,807		$	152,292,208		$	98,906,854		$	58,120,794		$	19,940,804
Ratio of expenses to average net assets(6)		1.57	%		1.74	%		1.93	%		1.82	%		1.83	%(7)
Ratio of net investment income to average net assets(8)		0.60	%		0.83	%		0.78	%		1.56	%		2.01	%(7)
Portfolio turnover rate (9)		127.41	%		123.51	%		140.87	%		152.90	%		62.34	%

(1)	Commencement of share class operations.
(2)	For a share outstanding throughout the period. Rounded to the nearest cent.
(3)	Net investment income per share is calculated based on average shares outstanding.
(4)	Net investment income per share is calculated using ending balances prior to consideration of adjustments for permanent book and tax differences.
(5)	Amount represents less than $0.005 per share.
(6)	The ratio of expenses to average net assets includes dividends and interest on short positions. The expense ratios excluding dividends and interest on short positions were 1.51% for the year ended September 30, 2012, 1.55% for the year ended September 30, 2011, 1.65% for the year ended September 30, 2010, 1.77% for the year ended September 30, 2009, and 1.83% for the period ended September 30, 2008.
(7)	Annualized.
(8)	The net investment income ratios include dividends and interest on short positions.
(9)	The portfolio turnover rate excludes purchases and sales of short positions as the Adviser does not intend to hold the short positions for more than one year.

See Notes to the Financial Statements.   The Leuthold Funds - 2012 Annual Report 57  

Leuthold Global Fund - Institutional

Financial Highlights

	Year Ended September 30, 2012 (Consolidated)			Year Ended September 30, 2011 (Consolidated)			Year Ended September 30, 2010 (Consolidated)			Year Ended September 30, 2009 (Consolidated)			Period from April 30, 2008(1) through September 30, 2008
Per Share Data (2):
Net asset value, beginning of period	$	9.54		$	10.20		$	9.08		$	8.51		$	10.00
Income (loss) from investment operations:
Net investment income		0.09	(4)		0.10	(4)		0.09	(3)		0.11	(4)		0.04	(4)
Net realized and unrealized gains (losses) on investments and short positions		0.88			(0.17	)		1.06			0.59			(1.53	)
Total from investment operations		0.97			(0.07	)		1.15			0.70			(1.49	)
Less distributions:
From net investment income		(0.14	)		(0.09	)		(0.03	)		(0.13	)		––
From net realized gains		(0.10	)		(0.50	)		––			––			––
Redemption fees		––			0.00	(5)		––			––			––
Total distributions		(0.24	)		(0.59	)		(0.03	)		(0.13	)		––
Net asset value, end of period	$	10.27		$	9.54		$	10.20		$	9.08		$	8.51
Total Return		10.34	%		(1.11	%)		12.52	%		8.63	%		(14.90	%)
Supplemental data and ratios:
Net assets, end of period	$	266,390,852		$	292,447,586		$	190,739,466		$	121,650,446		$	51,045,894
Ratio of expenses to average net assets(6)		1.36	%		1.57	%		1.75	%		1.57	%		1.61	%(7)
Ratio of net investment income to average net assets(8)		0.81	%		1.01	%		0.97	%		1.80	%		2.20	%(7)
Portfolio turnover rate (9)		127.41	%		123.51	%		140.87	%		152.90	%		62.34	%

(1)	Commencement of share class operations.
(2)	For a share outstanding throughout the period. Rounded to the nearest cent.
(3)	Net investment income per share is calculated based on average shares outstanding.
(4)	Net investment income per share is calculated using ending balances prior to consideration of adjustments for permanent book and tax differences.
(5)	Amount represents less than $0.005 per share.
(6)	The ratio of expense to average net assets includes dividends and interest on short positions. The expense ratios excluding dividends and interest on short positions were 1.31% for the year ended September 30, 2012, 1.38% for the year ended September 30, 2011, 1.47% for the year ended September 30, 2010, 1.53% for the year ended September 30, 2009, and 1.60% for the period ended September 30, 2008.
(7)	Annualized.
(8)	The net investment income ratios include dividends and interest on short positions.
(9)	The portfolio turnover rate excludes purchases and sales of short positions as the Adviser does not intend to hold the short positions for more than one year.

58 The Leuthold Funds - 2012 Annual Report See Notes to the Financial Statements.  

Leuthold Select Industries Fund

Financial Highlights

	Year Ended September 30, 2012			Year Ended September 30, 2011			Year Ended September 30, 2010			Year Ended September 30, 2009			Year Ended September 30, 2008
Per Share Data (1):
Net asset value, beginning of year	$	10.78		$	11.80		$	12.82		$	13.03		$	21.94
Income (loss) from investment operations:
Net investment income (loss)		0.03	(3)		(0.05	)(2)		0.03	(3)		(0.04	)(2)		(0.04	)(2)
Net realized and unrealized gains (losses) on investments		2.47			(0.95	)		(1.03	)		(0.17	)		(3.15	)
Total from investment operations		2.50			(1.00	)		(1.00	)		(0.21	)		(3.19	)
Less distributions:
From net investment income		(0.02	)		(0.02	)		(0.02	)		––			(0.06	)
From net realized gains		––			––			––			––			(5.63	)
Return of capital		––			––			––			––			(0.03	)
Total distributions		(0.02	)		(0.02	)		(0.02	)		––			(5.72	)
Net asset value, end of year	$	13.26		$	10.78		$	11.80		$	12.82		$	13.03
Total Return		23.34	%		(8.60	%)		(7.76	%)		(1.69	%)		(18.90	%)
Supplemental data and ratios:
Net assets, end of year	$	13,458,427		$	16,278,535		$	39,088,487		$	47,543,360		$	42,632,379
Ratio of expenses to average net assets:
Before expense reimbursement or recovery		1.71	%		1.40	%		1.30	%		1.38	%		1.30	%
After expense reimbursement or recovery		1.60	%		1.40	%		1.30	%		1.38	%		1.30	%
Ratio of net investment income (loss) to average net assets:
Before expense reimbursement or recovery		0.11	%		(0.24	%)		0.24	%		(0.38	%)		(0.11	%)
After expense reimbursement or recovery		0.22	%		(0.24	%)		0.24	%		(0.38	%)		(0.11	%)
Portfolio Turnover		139.61	%		109.26	%		178.24	%		164.20	%		139.89	%

(1)	For a share outstanding throughout the period. Rounded to the nearest cent.
(2)	Net investment loss per share is calculated using ending balances prior to consideration of adjustments for permanent book and tax differences.
(3)	Net investment income per share is calculated based on average shares outstanding.

See Notes to the Financial Statements.   The Leuthold Funds - 2012 Annual Report 59  

Leuthold Global Industries Fund - Retail

Financial Highlights

	Year Ended September 30, 2012			Year Ended September 30, 2011			Period from May 17, 2010 (1) through September 30, 2010
Per Share Data (2):
Net asset value, beginning of period	$	9.77		$	11.01		$	10.00
Income (loss) from investment operations:
Net investment income (3)		0.01			0.06			0.00	(4)
Net realized and unrealized gains (losses) on investments		1.68			(1.16	)		1.01
Total from investment operations		1.69			(1.10	)		1.01
Less distributions:
From net investment income		(0.02	)		(0.06	)		—
From net realized gains		—			(0.08	)		—
Redemption fees		—			0.00	(4)		—
Total distributions		(0.02	)		(0.14	)		—
Net asset value, end of period	$	11.44		$	9.77		$	11.01
Total return		17.33	%		(10.23	%)		10.10	%
Supplemental data and ratios:
Net assets, end of period	$	3,782,099		$	5,377,373		$	5,850,019
Ratio of expenses to average net assets:
Before expense reimbursement or recovery		2.52	%		1.96	%		4.42	%(5)
After expense reimbursement or recovery		2.00	%		2.04	%		1.96	%(5)
Ratio of net investment income to average net assets:
Before expense reimbursement or recovery		(0.45	%)		0.60	%		(2.29	%)(5)
After expense reimbursement or recovery		0.07	%		0.52	%		0.17	%(5)
Portfolio turnover rate		117.30	%		179.57	%		112.58	%

(1)	Commencement of share class operations.
(2)	For a share outstanding throughout the period. Rounded to the nearest cent.
(3)	Net investment income per share is calculated using ending balances prior to consideration of adjustments for permanent book and tax differences.
(4)	Amount represents less than $0.005 per share.
(5)	Annualized.

60 The Leuthold Funds - 2012 Annual Report See Notes to the Financial Statements.  

Leuthold Global Industries Fund - Institutional

Financial Highlights

	Year Ended September 30, 2012			Year Ended September 30, 2011			Period from May 17, 2010 (1) through September 30, 2010
Per Share Data (2):
Net asset value, beginning of period	$	9.77		$	11.01		$	10.00
Income (loss) from investment operations:
Net investment income (3)		0.06			0.09			0.01
Net realized and unrealized gains (losses) on investments		1.67			(1.15	)		1.00
Total from investment operations		1.73			(1.06	)		1.01
Less distributions:
From net investment income		(0.02	)		(0.10	)		—
From net realized gains		—			(0.08	)		—
Total distributions		(0.02	)		(0.18	)		—
Net asset value, end of period	$	11.48		$	9.77		$	11.01
Total return		17.84	%		(9.92	%)		10.10	%
Supplemental data and ratios:
Net assets, end of period	$	4,152,513		$	14,904,617		$	3,870,245
Ratio of expenses to average net assets:
Before expense reimbursement or recovery		2.27	%		1.71	%		4.17	%(4)
After expense reimbursement or recovery		1.75	%		1.79	%		1.71	%(4)
Ratio of net investment income to average net assets:
Before expense reimbursement or recovery		(0.20	%)		0.85	%		(2.04	%)(4)
After expense reimbursement or recovery		0.32	%		0.77	%		0.42	%(4)
Portfolio turnover rate		117.30	%		179.57	%		112.58	%

(1)	Commencement of share class operations.
(2)	For a share outstanding throughout the period. Rounded to the nearest cent.
(3)	Net investment income per share is calculated using ending balances prior to consideration of adjustments for permanent book and tax differences.
(4)	Annualized.

See Notes to the Financial Statements. The Leuthold Funds - 2012 Annual Report 61  

Leuthold Global Clean Technology Fund - Retail

Financial Highlights

	Year Ended September 30, 2012			Year Ended September 30, 2011			Year Ended September 30, 2010			Period from July 22, 2009 (1) through September 30, 2009
Per Share Data (2):
Net asset value, beginning of period	$	7.66		$	10.30		$	11.52		$	10.00
Income (loss) from investment operations:
Net investment loss		(0.06	)(3)		(0.12	)(4)		(0.14	)(4)		(0.01	)(4)
Net realized and unrealized gains (losses) on investments		1.68			(2.52	)		(1.08	)		1.53
Total from investment operations		1.62			(2.64	)		(1.22	)		1.52
Less distributions:
From net investment income		—			—			—			—
From net realized gains		—			—			—			—
Redemption fees(5)		0.00			0.00			0.00			0.00
Total distributions		—			—			—			—
Net asset value, end of period	$	9.28		$	7.66		$	10.30		$	11.52
Total return		21.15	%		(25.63	%)		(10.59	%)		15.20	%
Supplemental data and ratios:
Net assets, end of period	$	7,477,204		$	8,026,453		$	11,926,464		$	2,170,237
Ratio of expenses to average net assets:
Before expense reimbursement or recovery		2.06	%		1.85	%		1.75	%		3.67	%(6)
After expense reimbursement or recovery		1.93	%		1.85	%		1.84	%		2.07	%(6)
Ratio of net investment loss to average net assets:
Before expense reimbursement or recovery		(0.80	%)		(1.05	%)		(1.23	%)		(3.35	%)(6)
After expense reimbursement or recovery		(0.67	%)		(1.05	%)		(1.32	%)		(1.75	%)(6)
Portfolio turnover rate		121.30	%		113.07	%		62.17	%		22.50	%

(1)	Commencement of share class operations.
(2)	For a share outstanding throughout the period. Rounded to the nearest cent.
(3)	Net investment loss per share is calculated based on average shares outstanding.
(4)	Net investment loss per share is calculated using ending balances prior to consideration of adjustments for permanent book and tax differences.
(5)	Amount represents less than $0.005 per share.
(6)	Annualized.

62 The Leuthold Funds - 2012 Annual Report See Notes to the Financial Statements.  

Leuthold Global Clean Technology Fund - Institutional

Financial Highlights

	Year Ended September 30, 2012			Year Ended September 30, 2011			Year Ended September 30, 2010			Period from July 22, 2009 (1) through September 30, 2009
Per Share Data (2):
Net asset value, beginning of period	$	7.70		$	10.33		$	11.52		$	10.00
Income (loss) from investment operations:
Net investment loss		(0.04	)(3)		(0.11	)(4)		(0.11	)(4)		(0.03	)(4)
Net realized and unrealized gains (losses) on investments		1.68			(2.52	)		(1.08	)		1.55
Total from investment operations		1.64			(2.63	)		(1.19	)		1.52
Less distributions:
From net investment income		—			—			—			—
From net realized gains		—			—			—			—
Redemption fees		—			0.00	(5)		—			—
Total distributions		—			—			—			—
Net asset value, end of period	$	9.34		$	7.70		$	10.33		$	11.52
Total return		21.30	%		(25.46	%)		(10.33	%)		15.20	%
Supplemental data and ratios:
Net assets, end of period	$	1,187,382		$	8,111,351		$	15,459,512		$	6,458,943
Ratio of expenses to average net assets:
Before expense reimbursement or recovery		1.82	%		1.60	%		1.51	%		3.42	%(6)
After expense reimbursement or recovery		1.69	%		1.60	%		1.60	%		1.82	%(6)
Ratio of net investment loss to average net assets:
Before expense reimbursement or recovery		(0.56	%)		(0.80	%)		(0.99	%)		(3.11	%)(6)
After expense reimbursement or recovery		(0.43	%)		(0.80	%)		(1.08	%)		(1.51	%)(6)
Portfolio turnover rate		121.30	%		113.07	%		62.17	%		22.50	%

(1)	Commencement of share class operations.
(2)	For a share outstanding throughout the period. Rounded to the nearest cent.
(3)	Net investment loss per share is calculated based on average shares outstanding.
(4)	Net investment loss per share is calculated using ending balances prior to consideration of adjustments for permanent book and tax differences.
(5)	Amount represents less than $0.005 per share.
(6)	Annualized.

See Notes to the Financial Statements. The Leuthold Funds - 2012 Annual Report 63  

Grizzly Short Fund

Financial Highlights

	Year Ended September 30, 2012			Year Ended September 30, 2011			Year Ended September 30, 2010(1)			Year Ended September 30, 2009(1)			Year Ended September 30, 2008(1)
Per Share Data (2):
Net asset value, beginning of year	$	16.14		$	16.48		$	19.00		$	29.28		$	19.52
Income (loss) from investment operations:
Net investment income (loss)		(0.40	)(3)		(0.43	)(3)		(0.48	)(3)		(0.88	)(4)		0.48	(4)
Net realized and unrealized gains (losses) on investments and short positions		(4.68	)		0.09			(2.04	)		(7.88	)		9.76
Total from investment operations		(5.08	)		(0.34	)		(2.52	)		(8.76	)		10.24
Less distributions:
From net investment income		—			—			—			(0.04	)		(0.48	)
From net realized gains		—			—			—			(0.76	)		—
Return of capital		—			—			—			(0.72	)		—
Total distributions		—			—			—			(1.52	)		(0.48	)
Net asset value, end of year	$	11.06		$	16.14		$	16.48		$	19.00		$	29.28
Total return		(31.47	%)		(2.06	%)		(13.26	%)		(32.54	%)		53.43	%
Supplemental data and ratios:
Net assets, end of year	$	136,286,009		$	263,488,083		$	196,552,242		$	86,244,258		$	135,738,825
Ratio of expenses to average net assets(5):		3.09	%		3.01	%		2.72	%		3.53	%		3.21	%
Ratio of net investment income (loss) to average net assets(6):		(3.09	%)		(3.01	%)		(2.71	%)		(2.83	%)		2.01	%
Portfolio turnover rate (7)		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%

(1)	Per share data adjusted for 1:4 reverse split completed as of May 20, 2011.
(2)	For a share outstanding throughout the period. Rounded to the nearest cent.
(3)	Net investment loss per share is calculated based on average shares outstanding.
(4)	Net investment income (loss) per share is calculated using ending balances prior to consideration of adjustments for permanent book and tax differences.
(5)	The ratio of expenses to average net assets includes dividends and interest on short positions. The expense ratios excluding dividends and interest on short positions were 1.52% for the year ended September 30, 2012, 1.53% for the year ended September 30, 2011, 1.49% for the year ended September 30, 2010, 1.47% for the year ended September 30, 2009, and 1.50% for the year ended September 30, 2008.
(6)	The net investment income (loss) ratios include dividends and interest on short positions.
(7)	The portfolio turnover rate excludes purchases and sales of short positions as the Adviser does not intend to hold the short positions for more than one year.

64 The Leuthold Funds - 2012 Annual Report See Notes to the Financial Statements.  

Leuthold Core Investment Fund

Consolidated Schedule of Investments

September 30, 2012

	Shares		Fair Value
COMMON STOCKS - 64.56%
Aerospace & Defense - 0.07%
Aselsan Elektronik Sanayi Ve Ticaret AS (b)		66,088	$	238,929
Embraer SA - ADR		11,103		295,562
				534,491
Airlines - 0.02%
AirAsia Bhd (b)		144,000		141,980
Auto Components - 0.02%
Halla Climate Control Corp. (b)		7,450		153,573
Automobiles - 0.08%
Dongfeng Motor Group Co., Ltd. (b)		104,000		120,852
Hyundai Motor Co. (b)		1,215		274,052
Tofas Turk Otomobil Fabrikasi AS (b)		47,379		239,648
				634,552
Beverages - 0.03%
Tsingtao Brewery Co., Ltd. (b)		48,000		263,852
Biotechnology - 0.64%
Alexion Pharmaceuticals, Inc. (a)		44,432		5,083,021
Building Products - 0.01%
China Liansu Group Holdings, Ltd. (b)		149,000		77,069
Capital Markets - 0.04%
CETIP SA - Mercados Organizados (b)		23,200		303,611
Chemicals - 4.07%
Aeci, Ltd. (b)		6,574		64,642
Agrium, Inc. (b)		55,222		5,713,268
CF Industries Holdings, Inc.		26,024		5,783,574
China BlueChemical, Ltd. (b)		254,000		149,785
China Lumena New Materials Corp. (b)		558,000		97,094
China Petrochemical Development Corp. (b)		219,000		184,715
	Shares		Fair Value
Chemicals - 4.07% (continued)
Gubre Fabrikalari TAS (a)(b)		26,347	$	186,293
Huntsman Corp.		316,734		4,728,839
Monsanto Co.		110,444		10,052,613
Mosaic Co.		90,768		5,229,145
				32,189,968
Commercial Banks - 8.18%
Banco Bilbao Vizcaya Argentaria SA - ADR		180,900		1,401,975
Banco Santander SA - ADR		301,501		2,249,197
Bangkok Bank PCL (b)		97,600		613,569
Bank of China, Ltd. (b)		1,586,000		600,347
BB&T Corp.		137,738		4,567,392
Chemical Financial Corp.		37,450		906,290
Citizens Republic Bancorp, Inc. (a)		86,959		1,682,657
Credicorp, Ltd. (b)		36,180		4,532,630
DBS Group Holdings, Ltd. (b)		51,000		595,693
East West Bancorp, Inc.		97,750		2,064,480
Fifth Third Bancorp		306,578		4,755,025
First Financial Bancorp		77,438		1,309,477
First Republic Bank		67,282		2,318,538
HSBC Holdings PLC - ADR		98,384		4,570,921
Huntington Bancshares, Inc.		580,151		4,003,042
International Bancshares Corp.		61,570		1,172,908
KeyCorp		396,711		3,467,254
Old National Bancorp		138,373		1,883,256
PacWest Bancorp		55,857		1,305,378
PNC Financial Services Group, Inc.		66,013		4,165,420
Sberbank of Russia (b)		34,566		407,299
Security Bank Corp. (b)		46,130		181,053
Sumitomo Mitsui Financial Group, Inc. - ADR		210,098		1,298,406
Susquehanna Bancshares, Inc.		132,026		1,380,992
Turkiye Vakiflar Bankasi Tao (b)		103,187		223,076
Umpqua Holdings Corp.		98,384		1,268,170
Webster Financial Corp.		98,384		2,331,701
Wells Fargo & Co.		274,974		9,494,852
				64,750,998

See Notes to the Financial Statements. The Leuthold Funds - 2012 Annual Report 65  

Leuthold Core Investment Fund

Consolidated Schedule of Investments (continued)

September 30, 2012

	Shares		Fair Value
COMMON STOCKS - 64.56% (continued)
Commercial Services & Supplies - 0.02%
Valid Solucoes e Servicos de Seguranca em Meios de Pagamento e Identificacao SA (b)		8,700	$	160,503
Computers & Peripherals - 1.98%
Apple, Inc.		21,581		14,400,138
JCY International Bhd (b)		193,400		49,252
Lenovo Group, Ltd. (b)		700,000		577,080
Lite-On Technology Corp. (b)		184,000		236,995
Pegatron Corp. (b)		307,000		397,757
				15,661,222
Construction & Engineering - 0.01%
Tekfen Holding AS (b)		25,720		93,310
Construction Materials - 0.07%
China Shanshui Cement Group, Ltd. (b)		274,000		176,903
Indocement Tunggal Prakarsa Tbk PT (b)		61,000		129,247
Semen Gresik Persero Tbk PT (b)		148,000		222,847
				528,997
Consumer Finance - 3.26%
American Express Co.		54,587		3,103,817
Capital One Financial Corp.		128,852		7,345,852
Discover Financial Services		203,116		8,069,799
Ezcorp, Inc. - Class A (a)		92,672		2,124,969
First Cash Financial Services, Inc. (a)		45,701		2,102,703
SLM Corp.		193,595		3,043,313
				25,790,453
	Shares		Fair Value
Distributors - 0.07%
Dogus Otomotiv Servis ve Ticaret AS (a)(b)		19,213	$	64,884
Imperial Holdings, Ltd. (b)		9,488		213,460
Jardine Cycle & Carriage, Ltd. (b)		4,000		156,135
Li & Fung, Ltd. (b)		94,000		144,953
				579,432
Diversified Financial Services - 0.01%
African Bank Investments, Ltd. (b)		24,053		95,702
Diversified Telecommunication Services - 0.08%
China Telecom Corp., Ltd. - ADR		3,324		192,692
Hutchison Telecommunications Hong Kong Holdings, Ltd. (b)		172,000		75,901
Rostelecom OJSC - ADR		8,836		224,366
Telekomunikasi Indonesia Persero Tbk PT - ADR		4,669		181,764
				674,723
Electric Utilities - 0.07%
PGE SA (b)		46,140		266,445
Tauron Polska Energia SA (b)		189,613		289,828
				556,273
Electronic Equipment, Instruments & Components - 0.10%
Digital China Holdings, Ltd. (b)		233,000		369,769
E Ink Holdings, Inc. (b)		360,000		390,809
				760,578
Food & Staples Retailing - 1.74%
BIM Birlesik Magazalar AS (b)		5,149		214,819
CVS Caremark Corp.		137,738		6,669,274
Grupo Comercial Chedraui SA de CV (b)		26,200		66,763
Spar Group, Ltd. (b)		15,206		233,793
Walgreen Co.		180,266		6,568,893
				13,753,542

66 The Leuthold Funds - 2012 Annual Report See Notes to the Financial Statements.  

Leuthold Core Investment Fund

Consolidated Schedule of Investments (continued)

September 30, 2012

	Shares		Fair Value
COMMON STOCKS - 64.56% (continued)
Food Products - 0.26%
AVI, Ltd. (b)		32,620	$	233,928
Cosan, Ltd. - Class A (a)(b)		21,325		338,214
Golden Agri-Resources, Ltd. (b)		504,000		269,429
Kulim Malaysia Bhd (b)		137,700		221,535
Lotte Samkang Co., Ltd. (b)		530		271,753
Perusahaan Perkebunan London Sumatra Indonesia Tbk PT (b)		772,500		196,685
Thai Union Frozen Products PCL (b)		59,900		142,329
Tongaat Hulett, Ltd. (b)		21,170		355,462
				2,029,335
Gas Utilities - 0.02%
Perusahaan Gas Negara Persero Tbk PT (b)		291,500		125,288
Health Care Equipment & Supplies - 0.05%
Biosensors International Group, Ltd. (a)(b)		126,000		124,896
Mindray Medical International, Ltd. - ADR		3,579		120,290
Supermax Corp. Bhd (b)		179,400		120,777
				365,963
Health Care Providers & Services - 2.11%
Bangkok Dusit Medical Services PCL (b)		40,600		141,704
Humana, Inc.		54,587		3,829,278
KPJ Healthcare Bhd (b)		62,100		123,646
Life Healthcare Group Holdings, Ltd. (b)		83,961		320,768
UnitedHealth Group, Inc.		123,139		6,823,132
WellCare Health Plans, Inc. (a)		29,833		1,687,056
WellPoint, Inc.		65,378		3,792,578
				16,718,162
	Shares		Fair Value
Hotels, Restaurants & Leisure - 1.17%
Carnival Corp.		121,235	$	4,417,803
Genting Bhd (b)		71,600		203,512
Starwood Hotels & Resorts Worldwide, Inc.		80,612		4,672,272
				9,293,587
Household Durables - 0.30%
Even Construtora e Incorporadora SA (b)		56,800		219,103
Ez Tec Empreendimentos e Participacoes SA (b)		26,100		325,727
Haier Electronics Group Co., Ltd. (a)(b)		133,000		153,419
NACCO Industries, Inc. - Class A		13,329		1,671,590
				2,369,839
Independent Power Producers & Energy Traders - 0.01%
First Gen Corp. (a)(b)		148,000		70,895
Industrial Conglomerates - 0.04%
Bidvest Group, Ltd. (b)		8,760		216,709
Sigdo Koppers SA (b)		40,797		99,251
				315,960
Insurance - 2.68%
ACE, Ltd. (b)		55,857		4,222,789
Allied World Assurance Co. Holdings AG (b)		26,659		2,059,408
Allstate Corp.		123,139		4,877,536
Brasil Insurance Participacoes e Administracao SA (b)		7,000		66,090
Chubb Corp.		57,126		4,357,571
Fidelity National Financial, Inc. - Class A		106,636		2,280,944
LIG Insurance Co., Ltd. (b)		18,170		422,191

See Notes to the Financial Statements. The Leuthold Funds - 2012 Annual Report 67  

Leuthold Core Investment Fund

Consolidated Schedule of Investments (continued)

September 30, 2012

	Shares		Fair Value
COMMON STOCKS - 64.56% (continued)
Insurance - 2.68% (continued)
PICC Property & Casualty Co., Ltd. (a)(b)		546,000	$	665,246
Sanlam, Ltd. (b)		78,738		355,790
W.R. Berkley Corp.		51,414		1,927,511
				21,235,076
Internet Software & Services - 0.15%
Daum Communications Corp. (b)		4,013		408,463
NetEase, Inc. - ADR (a)		6,989		392,362
Sohu.com, Inc. (a)(b)		9,780		411,640
				1,212,465
IT Services - 6.20%
Accenture PLC - Class A (b)		35,545		2,489,216
Alliance Data Systems Corp. (a)		15,868		2,252,462
Amdocs, Ltd. (a)		67,917		2,240,582
Cielo SA (b)		14,900		371,462
Cognizant Technology Solutions Corp. - Class A (a)		33,641		2,352,179
Convergys Corp.		125,043		1,959,424
DST Systems, Inc.		34,276		1,938,650
Fiserv, Inc. (a)		41,893		3,101,339
Gartner, Inc. (a)		43,797		2,018,604
Global Payments, Inc.		46,336		1,938,235
International Business Machines Corp.		33,006		6,847,095
Jack Henry & Associates, Inc.		63,474		2,405,664
Mastercard, Inc. - Class A		10,791		4,871,921
Sapient Corp. (a)		220,254		2,347,908
Teradata Corp. (a)		27,928		2,106,050
Total System Services, Inc.		82,516		1,955,629
Visa, Inc. - Class A		39,354		5,284,455
Western Union Co.		140,277		2,555,847
				49,036,722

	Shares		Fair Value
Life Sciences Tools & Services - 0.02%
WuXi PharmaTech Cayman, Inc. - ADR (a)		8,652	$	129,174
Machinery - 3.72%
AGCO Corp. (a)		57,761		2,742,492
Caterpillar, Inc.		55,222		4,751,301
CNH Global NV (a)(b)		47,605		1,845,646
Cummins, Inc.		59,665		5,501,710
Deere & Co.		56,492		4,660,025
Oshkosh Corp. (a)		101,558		2,785,736
Sauer-Danfoss, Inc.		27,928		1,122,985
Toro Co.		67,282		2,676,478
WABCO Holdings, Inc.		58,396		3,367,697
				29,454,070
Media - 0.09%
Cheil Worldwide, Inc. (b)		9,494		201,345
Cyfrowy Polsat SA (a)(b)		28,003		128,288
Global Mediacom Tbk PT (b)		825,500		176,500
Media Nusantara Citra Tbk PT (b)		660,500		178,931
				685,064
Metals & Mining - 0.19%
Grupo Mexico SAB de CV (b)		150,000		495,737
Jastrzebska Spolka Weglowa SA (b)		9,815		280,310
Jiangxi Copper Co., Ltd. (b)		68,000		170,703
KGHM Polska Miedz SA (b)		7,187		342,877
POSCO - ADR		2,765		225,458
				1,515,085
Multiline Retail - 2.39%
Big Lots, Inc. (a)		78,708		2,328,183
Dollar General Corp. (a)		69,821		3,598,574
Dollar Tree, Inc. (a)		87,594		4,228,600
Family Dollar Stores, Inc.		40,623		2,693,305
Target Corp.		95,211		6,043,042
				18,891,704

68 The Leuthold Funds - 2012 Annual Report See Notes to the Financial Statements.  

Leuthold Core Investment Fund

Consolidated Schedule of Investments (continued)

September 30, 2012

	Shares		Fair Value
COMMON STOCKS - 64.56% (continued)
Multi-Utilities - 0.01%
YTL Corp. Bhd (b)		151,100	$	84,732
Office Electronics - 0.16%
Zebra Technologies Corp. - Class A (a)		34,911		1,310,559
Oil, Gas & Consumable Fuels - 3.87%
Bangchak Petroleum PCL (b)		249,800		197,674
Banpu PCL (b)		23,950		304,279
Chevron Corp.		34,911		4,069,226
China Petroleum & Chemical Corp. - ADR		5,362		495,556
CNOOC, Ltd. - ADR		1,669		338,356
CVR Energy, Inc. (a)		64,109		2,356,006
Delek US Holdings, Inc.		103,462		2,637,246
Exxon Mobil Corp.		54,587		4,991,981
Gazprom OAO - ADR (a)		27,935		281,526
HollyFrontier Corp.		66,647		2,750,522
Indo Tambangraya Megah Tbk PT (b)		46,500		204,008
Lukoil OAO - ADR		6,959		430,130
Marathon Petroleum Corp.		46,336		2,529,482
PTT PCL (b)		32,300		344,516
Sasol, Ltd. - ADR		8,178		364,575
SK Innovation Co., Ltd. (b)		3,459		519,737
Tesoro Corp. (a)		81,881		3,430,814
Valero Energy Corp.		87,594		2,774,978
Western Refining, Inc.		62,204		1,628,501
				30,649,113
Personal Products - 0.04%
AMOREPACIFIC Group (b)		721		319,817

	Shares		Fair Value
Pharmaceuticals - 6.73%
Allergan, Inc.		38,084	$	3,487,733
Aspen Pharmacare Holdings, Ltd. (b)		12,584		216,546
Bristol-Myers Squibb Co.		148,529		5,012,854
Eli Lilly & Co.		109,175		5,175,987
Jazz Pharmaceuticals PLC (a)(b)		59,031		3,365,357
Kalbe Farma Tbk PT (b)		266,000		130,194
Merck & Co., Inc.		114,253		5,152,810
Mylan, Inc. (a)		183,439		4,475,911
Novartis AG - ADR		45,066		2,760,743
Novo Nordisk A/S - ADR		20,948		3,305,804
Pfizer, Inc.		315,465		7,839,305
Richter Gedeon Nyrt (b)		464		81,218
Sino Biopharmaceutical (b)		332,000		121,925
ViroPharma, Inc. (a)		99,654		3,011,544
Warner Chilcott PLC - Class A (b)		312,926		4,224,501
Watson Pharmaceuticals, Inc. (a)		57,126		4,864,850
				53,227,282
Real Estate Investment Trusts (REITs) - 4.60%
American Campus Communities, Inc.		75,873		3,329,307
Apartment Investment & Management Co. - Class A		164,774		4,282,476
BioMed Realty Trust, Inc.		124,156		2,324,201
Equity One, Inc.		134,119		2,824,546
HCP, Inc.		117,258		5,215,636
Home Properties, Inc.		52,881		3,240,019
Liberty Property Trust		95,033		3,443,996
Mack-Cali Realty Corp.		84,303		2,242,460
Realty Income Corp.		67,443		2,757,744
Regency Centers Corp.		78,938		3,846,649
Weingarten Realty Investors		104,229		2,929,877
				36,436,911

See Notes to the Financial Statements. The Leuthold Funds - 2012 Annual Report 69  

Leuthold Core Investment Fund

Consolidated Schedule of Investments (continued)

September 30, 2012

	Shares		Fair Value
COMMON STOCKS - 64.56% (continued)
Real Estate Management & Development - 0.28%
Alam Sutera Realty Tbk PT (b)		3,475,000	$	178,913
Aliansce Shopping Centers SA (b)		31,000		336,722
BR Properties SA (b)		25,100		326,247
Bumi Serpong Damai PT (b)		3,186,000		374,251
Franshion Properties China, Ltd. (b)		556,000		169,116
Megaworld Corp. (b)		6,467,000		344,289
Multiplan Empreendimentos Imobiliarios SA (b)		11,300		332,214
UOL Group, Ltd. (b)		38,000		176,888
				2,238,640
Road & Rail - 4.33%
Canadian National Railway Co. (b)		55,222		4,872,237
Canadian Pacific Railway, Ltd. (b)		55,222		4,577,352
ComfortDelGro Corp., Ltd. (b)		168,000		234,355
CSX Corp.		228,506		4,741,499
Genesee & Wyoming, Inc. - Class A (a)		33,641		2,249,237
Kansas City Southern		43,162		3,270,816
Norfolk Southern Corp.		101,558		6,462,136
Union Pacific Corp.		66,013		7,835,743
				34,243,375
Semiconductors & Semiconductor Equipment - 0.14%
Samsung Electronics Co., Ltd. (b)		584		703,777
Spreadtrum Communications, Inc. - ADR		20,026		411,735
				1,115,512

	Shares		Fair Value
Software - 0.04%
Totvs SA (b)		14,800	$	306,549
Specialty Retail - 3.64%
Aaron’s, Inc.		74,899		2,082,941
Bed Bath & Beyond, Inc. (a)		73,630		4,638,690
The Home Depot, Inc.		196,769		11,878,945
Lowe’s Cos, Inc.		151,702		4,587,468
Pier 1 Imports, Inc.		179,631		3,366,285
Williams-Sonoma, Inc.		51,414		2,260,674
				28,815,003
Textiles, Apparel & Luxury Goods - 0.02%
LG Fashion Corp. (b)		2,830		78,764
Shenzhou International Group Holdings, Ltd. (b)		52,000		88,818
				167,582
Thrifts & Mortgage Finance - 0.02%
Malaysia Building Society (b)		167,200		131,421
Trading Companies & Distributors - 0.29%
Applied Industrial Technologies, Inc.		55,222		2,287,847
Transportation Infrastructure - 0.06%
Airports of Thailand PCL (b)		105,600		272,257
Obrascon Huarte Lain Brasil  SA (b)		22,800		207,728
				479,985
Water Utilities - 0.05%
Cia de Saneamento Basico do Estado de Sao Paulo - ADR		3,283		266,612
Guangdong Investment, Ltd. (b)		124,000		97,956
				364,568

70 The Leuthold Funds - 2012 Annual Report See Notes to the Financial Statements.  

Leuthold Core Investment Fund

Consolidated Schedule of Investments (continued)

September 30, 2012

	Shares		Fair Value
COMMON STOCKS - 64.56% (continued)
Wireless Telecommunication Services - 0.31%
Advanced Info Service PCL (b)		28,200	$	195,839
America Movil SAB de CV - ADR		17,109		435,253
China Mobile, Ltd. - ADR		4,887		270,544
ENTEL Chile SA (b)		14,755		307,483
Mobile Telesystems OJSC - ADR		21,865		383,075
MTN Group, Ltd. (b)		11,802		227,839
Tim Participacoes SA - ADR		20,254		389,282
Turkcell Iletisim Hizmetleri AS - ADR (a)		16,029		242,679
				2,451,994
TOTAL COMMON STOCKS (Cost $454,217,991)			$	510,867,129
PREFERRED STOCKS - 0.17%
Commercial Banks - 0.02%
Itau Unibanco Holding SA - ADR		10,100	$	154,328
Containers & Packaging - 0.04%
Klabin SA (b)		63,600		331,608
Electric Utilities - 0.02%
Cia Energetica de Minais Gerais (b)		14,600		177,166
Food & Staples Retailing - 0.04%
Cia Brasileira de Distribuicao Grupo Pao de Acucar - ADR		6,771		305,440
Metals & Mining - 0.05%
Vale SA - ADR		24,400		424,028
TOTAL PREFERRED STOCKS (Cost $1,450,476)			$	1,392,570

	Shares		Fair Value
INVESTMENT COMPANIES - 15.73%
Exchange Traded Funds - 15.73%
iShares Barclays Aggregate Bond Fund		291,979	$	32,833,038
iShares Barclays MBS Bond Fund		139,008		15,174,113
iShares iBoxx $ High Yield Corporate Bond Fund		85,055		7,856,530
iShares iBoxx Investment Grade Corporate Bond Fund		8,654		1,053,798
iShares JPMorgan USD Emerging Markets Bond Fund		101,558		12,314,923
iShares MSCI Emerging Markets Index Fund		154,615		6,388,692
PowerShares Emerging Markets Sovereign Debt Portfolio		126,455		3,880,904
PowerShares Senior Loan Portfolio		79,000		1,971,050
SPDR Barclays Capital International Treasury Bond ETF		103,463		6,368,148
SPDR Barclays Capital Short Term High Yield Bond ETF		65,000		1,978,535
Vanguard Total Bond Market ETF		406,867		34,644,725
TOTAL INVESTMENT COMPANIES (Cost $121,750,746)			$	124,464,456
	Troy Ounces		Fair Value
PRECIOUS METALS - 5.44%
Gold Bullion (a)		24,228	$	43,019,237
TOTAL PRECIOUS METALS (Cost $23,405,738)			$	43,019,237

See Notes to the Financial Statements. The Leuthold Funds - 2012 Annual Report 71  

Leuthold Core Investment Fund

Consolidated Schedule of Investments (continued)

September 30, 2012

	Principal Amount		Fair Value
CORPORATE BONDS - 8.32%
Beverages - 0.27%
Dr. Pepper Snapple Group, Inc. 2.900%, 01/15/2016	$	2,036,000	$	2,156,417
Biotechnology - 0.21%
Amgen, Inc. 4.100%, 06/15/2021		1,538,000		1,674,393
Capital Markets - 0.70%
Goldman Sachs Group, Inc. 6.150%, 04/01/2018		2,540,000		2,964,635
Morgan Stanley 5.300%, 03/01/2013		2,530,000		2,574,538
				5,539,173
Chemicals - 0.25%
Dow Chemical Co. 7.600%, 05/15/2014		1,823,000		2,014,194
Computers & Peripherals - 0.31%
Hewlett-Packard Co. 4.750%, 06/02/2014		2,300,000		2,424,681
Consumer Finance - 0.43%
Capital One Financial Corp. 7.375%, 05/23/2014		1,502,000		1,653,079
SLM Corp. 6.250%, 01/25/2016		1,577,000		1,711,045
				3,364,124
Diversified Financial Services - 1.13%
Citigroup, Inc. 5.500%, 04/11/2013		2,540,000		2,602,146
Export-Import Bank of Korea 8.125%, 01/21/2014 (b)		1,880,000		2,046,352
Ford Motor Credit Co., LLC 3.000%, 06/12/2017		1,655,000		1,684,611
JPMorgan Chase & Co. 3.150%, 07/05/2016		2,500,000		2,644,223
				8,977,332
	Principal Amount		Fair Value
Diversified Telecommunication Services - 0.52%
AT&T, Inc. 5.100%, 09/15/2014	$	2,368,000	$	2,574,750
Cellco Partnership / Verizon Wireless Capital LLC 5.550%, 02/01/2014		1,450,000		1,542,367
				4,117,117
Electric Utilities - 0.68%
Duke Energy Corp. 3.950%, 09/15/2014		1,470,000		1,558,232
Exelon Corp. 4.900%, 06/15/2015		1,932,000		2,123,598
Oncor Electric Delivery Co. LLC 6.800%, 09/01/2018		1,377,000		1,699,433
				5,381,263
Health Care Providers & Services - 0.21%
Coventry Health Care, Inc. 5.950%, 03/15/2017		1,449,000		1,692,054
Industrial Conglomerates - 0.35%
General Electric Co. 5.250%, 12/06/2017		2,355,000		2,786,396
Insurance - 0.22%
Genworth Financial, Inc. 6.515%, 05/22/2018		1,681,000		1,710,977
Internet & Catalog Retail - 0.33%
Expedia, Inc. 7.456%, 08/15/2018		2,200,000		2,602,519
Media - 0.34%
Time Warner Cable, Inc. 8.250%, 04/01/2019		2,028,000		2,722,026
Metals & Mining - 0.27%
Nabors Industries, Inc. 9.250%, 01/15/2019		1,629,000		2,131,905

72 The Leuthold Funds - 2012 Annual Report See Notes to the Financial Statements.  

Leuthold Core Investment Fund

Consolidated Schedule of Investments (continued)

September 30, 2012

	Principal Amount		Fair Value
CORPORATE BONDS - 8.32% (continued)
Oil, Gas & Consumable Fuels - 0.91%
Anadarko Petroleum Corp. 5.950%, 09/15/2016	$	1,856,000	$	2,150,544
Enterprise Products Operating, LLC 5.600%, 10/15/2014		1,200,000		1,311,083
Petrobras International Finance Co. 6.125%, 10/06/2016 (b)		1,861,000		2,108,267
Petrohawk Energy Corp. 7.250%, 08/15/2018		1,458,000		1,656,409
				7,226,303
Pharmaceuticals - 0.20%
Hospira, Inc. 6.050%, 03/30/2017		1,336,000		1,544,806
Real Estate Investment Trusts (REITs) - 0.21%
Vornado Realty LP 4.250%, 04/01/2015		1,575,000		1,664,438
Semiconductors & Semiconductor Equipment - 0.21%
KLA-Tencor Corp. 6.900%, 05/01/2018		1,351,000		1,630,358
Software - 0.21%
BMC Software, Inc. 7.250%, 06/01/2018		1,368,000		1,647,846
Tobacco - 0.10%
Altria Group, Inc. 9.700%, 11/10/2018		537,000		769,146
Wireless Telecommunication Services - 0.26%
Rogers Communications, Inc. 6.375%, 03/01/2014 (b)		1,902,000		2,053,281
TOTAL CORPORATE BONDS (Cost $63,706,489)			$	65,830,749
	Shares		Fair Value
RIGHTS - 0.00%
Multi-Utilities - 0.00%
YTL Corp. Bhd (a)(b)		10,073	$	—
TOTAL RIGHTS (Cost $4,492)			$	—
SHORT-TERM INVESTMENTS - 1.50%
Money Market Funds - 1.50%
Fidelity Institutional Money Market Fund - Government Portfolio 0.01% (c)		11,869,970	$	11,869,970
TOTAL SHORT-TERM INVESTMENTS (Cost $11,869,970)			$	11,869,970
Total Investments (Cost $676,405,902) - 95.72%			$	757,444,111
Other Assets in Excess of Liabilities - 4.28% (d)				33,888,001
TOTAL NET ASSETS - 100.00%			$	791,332,112

Percentages are stated as a percent of net assets.
ADR American Depository Receipt
(a)	Non-income producing security.
(b)	Foreign issued security.
(c)	The rate quoted is the annualized seven-day yield as of September 30, 2012.
(d)	All or a portion of the assets have been committed as collateral for open securities sold short.

The Global Industry Classification Standard (GICS®) was developed by and/or is the exclusive property of MSCI, Inc. and Standard & Poor’s Financial Services LLC (“S&P”). GICS is a service mark of MSCI and S&P and has been licensed for use by U.S. Bancorp Fund Services, LLC.

See Notes to the Financial Statements. The Leuthold Funds - 2012 Annual Report 73  

Leuthold Core Investment Fund

Consolidated Schedule of Securities Sold Short - (a)

September 30, 2012

	Shares		Fair Value
INVESTMENT COMPANIES - 2.48%
Exchange Traded Funds - 2.48%
iShares Russell 2000 Index Fund		235,167	$	19,627,038
TOTAL INVESTMENT COMPANIES (Proceeds $19,310,588)			$	19,627,038
TOTAL SECURITIES SOLD SHORT (Proceeds $19,310,588) - 2.48%			$	19,627,038

Percentages are stated as a percent of net assets.
(a)	All securities sold short are non-income producing.

The Global Industry Classification Standard (GICS®) was developed by and/or is the exclusive property of MSCI, Inc. and Standard & Poor’s Financial Services LLC (“S&P”). GICS is a service mark of MSCI and S&P and has been licensed for use by U.S. Bancorp Fund Services, LLC.

74 The Leuthold Funds - 2012 Annual Report See Notes to the Financial Statements.  

Leuthold Asset Allocation Fund

Consolidated Schedule of Investments

September 30, 2012

	Shares		Fair Value
COMMON STOCKS - 65.07%
Aerospace & Defense - 0.75%
Aselsan Elektronik Sanayi Ve Ticaret AS (b)		52,656	$	190,368
Embraer SA - ADR		8,846		235,481
L-3 Communications Holdings, Inc.		30,995		2,222,651
Raytheon Co.		35,763		2,044,213
				4,692,713
Airlines - 0.54%
AirAsia Bhd (b)		114,700		113,091
Southwest Airlines Co.		190,142		1,667,545
U.S. Airways Group, Inc. (a)		151,398		1,583,623
				3,364,259
Auto Components - 0.74%
Autoliv, Inc. (b)		29,803		1,846,892
Cooper Tire & Rubber Co.		138,881		2,663,738
Halla Climate Control Corp. (b)		5,940		122,446
				4,633,076
Automobiles - 0.31%
Dongfeng Motor Group Co., Ltd. (b)		82,000		95,287
Harley-Davidson, Inc.		33,379		1,414,268
Hyundai Motor Co. (b)		968		218,339
Tofas Turk Otomobil Fabrikasi AS (b)		37,749		190,939
				1,918,833
Beverages - 1.10%
Anheuser-Busch InBev NV - ADR		36,955		3,174,804
Molson Coors Brewing Co. - Class B		78,083		3,517,639
Tsingtao Brewery Co., Ltd. (b)		38,000		208,883
				6,901,326

	Shares		Fair Value
Biotechnology - 1.79%
Ariad Pharmaceuticals, Inc. (a)		46,492	$	1,126,269
Biogen Idec, Inc. (a)		29,207		4,358,560
Celgene Corp. (a)		46,492		3,551,989
PDL BioPharma, Inc.		172,856		1,329,263
Vertex Pharmaceuticals, Inc. (a)		14,901		833,711
				11,199,792
Building Products - 0.01%
China Liansu Group Holdings, Ltd. (b)		118,000		61,034
Capital Markets - 1.28%
Ameriprise Financial, Inc.		33,379		1,892,255
Bank of New York Mellon Corp.		78,083		1,766,237
CETIP SA - Mercados Organizados (b)		18,500		242,104
Goldman Sachs Group, Inc.		12,517		1,422,933
Janus Capital Group, Inc.		184,181		1,738,669
KKR & Co. LP		63,182		954,680
				8,016,878
Chemicals - 2.25%
Aeci, Ltd. (b)		5,237		51,495
Agrium, Inc. (b)		45,300		4,686,738
CF Industries Holdings, Inc.		16,094		3,576,731
China BlueChemical, Ltd. (b)		202,000		119,121
China Lumena New Materials Corp. (b)		444,000		77,258
China Petrochemical Development Corp. (b)		174,000		146,760
FMC Corp.		35,763		1,980,555
Gubre Fabrikalari TAS (a)(b)		20,992		148,429
Huntsman Corp.		143,053		2,135,781
NewMarket Corp.		4,768		1,175,217
				14,098,085

See Notes to the Financial Statements. The Leuthold Funds - 2012 Annual Report 75  

Leuthold Asset Allocation Fund

Consolidated Schedule of Investments (continued)

September 30, 2012

	Shares		Fair Value
COMMON STOCKS - 65.07% (continued)
Commercial Banks - 5.07%
Bangkok Bank PCL (b)		77,800	$	489,095
Bank of China, Ltd. (b)		1,264,000		478,460
BB&T Corp.		110,270		3,656,553
Canadian Imperial Bank of Commerce (b)		30,995		2,423,499
DBS Group Holdings, Ltd. (b)		41,000		478,890
Fifth Third Bancorp		178,221		2,764,208
Huntington Bancshares, Inc.		541,219		3,734,411
KeyCorp		320,678		2,802,726
M&T Bank Corp.		26,823		2,552,477
PNC Financial Services Group, Inc.		28,015		1,767,746
Sberbank of Russia (b)		27,540		324,510
Security Bank Corp. (b)		36,750		144,238
SunTrust Banks, Inc.		100,733		2,847,722
Turkiye Vakiflar Bankasi Tao (b)		82,215		177,738
Wells Fargo & Co.		206,236		7,121,329
				31,763,602
Commercial Services & Supplies - 0.16%
Avery Dennison Corp.		28,015		891,437
Valid Solucoes e Servicos de Seguranca em Meios de Pagamento e Identificacao SA (b)		7,000		129,141
				1,020,578
Communications Equipment - 0.30%
Cisco Systems, Inc.		98,349		1,877,482
Computers & Peripherals - 3.00%
Apple, Inc.		7,153		4,772,911
Diebold, Inc.		22,650		763,532
Hewlett-Packard Co.		72,123		1,230,418
JCY International Bhd (b)		154,100		39,243
Lenovo Group, Ltd. (b)		558,000		460,016
Lite-On Technology Corp. (b)		147,000		189,338

	Shares		Fair Value
Computers & Peripherals - 3.00% (continued)
Pegatron Corp. (b)		245,000	$	317,428
SanDisk Corp. (a)		61,990		2,692,226
Seagate Technology PLC (b)		269,418		8,351,958
				18,817,070
Construction & Engineering - 0.20%
KBR, Inc.		40,532		1,208,664
Tekfen Holding AS (b)		20,492		74,343
				1,283,007
Construction Materials - 0.07%
China Shanshui Cement Group, Ltd. (b)		218,000		140,747
Indocement Tunggal Prakarsa Tbk PT (b)		48,500		102,762
Semen Gresik Persero Tbk PT (b)		118,000		177,676
				421,185
Consumer Finance - 0.77%
Discover Financial Services		120,999		4,807,290
Distributors - 0.07%
Dogus Otomotiv Servis ve Ticaret AS (a)(b)		15,308		51,697
Imperial Holdings, Ltd. (b)		7,560		170,084
Jardine Cycle & Carriage, Ltd. (b)		3,000		117,101
Li & Fung, Ltd. (b)		76,000		117,196
				456,078
Diversified Financial Services - 0.20%
African Bank Investments, Ltd. (b)		19,164		76,249
CME Group, Inc.		20,862		1,195,393
				1,271,642

76 The Leuthold Funds - 2012 Annual Report See Notes to the Financial Statements.  

Leuthold Asset Allocation Fund

Consolidated Schedule of Investments (continued)

September 30, 2012

	Shares		Fair Value
COMMON STOCKS - 65.07% (continued)
Diversified Telecommunication Services - 0.94%
China Telecom Corp., Ltd. - ADR		2,648	$	153,504
Hutchison Telecommunications Hong Kong Holdings, Ltd. (b)		138,000		60,897
Rostelecom OJSC - ADR		7,040		178,762
Telekomunikasi Indonesia Persero Tbk PT - ADR		3,720		144,820
Verizon Communications, Inc.		117,423		5,350,966
				5,888,949
Electric Utilities - 0.62%
PGE SA (b)		36,762		212,290
PPL Corp.		118,019		3,428,452
Tauron Polska Energia SA (b)		151,074		230,920
				3,871,662
Electrical Equipment - 0.19%
Babcock & Wilcox Co. (a)		47,088		1,199,331
Electronic Equipment, Instruments & Components - 0.52%
Corning, Inc.		200,275		2,633,616
Digital China Holdings, Ltd. (b)		186,000		295,180
E Ink Holdings, Inc. (b)		287,000		311,562
				3,240,358
Energy Equipment & Services - 0.88%
Ensco PLC - Class (b)		32,187		1,756,123
Helix Energy Solutions Group, Inc. (a)		30,399		555,390
Seadrill, Ltd. (b)		47,088		1,846,791
Transocean, Ltd. (b)		29,803		1,337,856
				5,496,160

	Shares		Fair Value
Food & Staples Retailing - 1.28%
BIM Birlesik Magazalar AS (b)		4,102	$	171,137
CVS Caremark Corp.		75,103		3,636,487
Grupo Comercial Chedraui SA de CV (b)		20,900		53,258
Spar Group, Ltd. (b)		12,115		186,269
Wal-Mart Stores, Inc.		53,645		3,959,001
				8,006,152
Food Products - 1.18%
Archer-Daniels-Midland Co.		82,852		2,251,918
AVI, Ltd. (b)		25,990		186,382
Bunge, Ltd.		26,226		1,758,453
ConAgra Foods, Inc.		64,970		1,792,522
Cosan, Ltd. - Class A (a)(b)		16,991		269,477
Golden Agri-Resources, Ltd. (b)		401,000		214,367
Kulim Malaysia Bhd (b)		109,700		176,488
Lotte Samkang Co., Ltd. (b)		423		216,890
Perusahaan Perkebunan London Sumatra Indonesia Tbk PT (b)		615,500		156,711
Thai Union Frozen Products PCL (b)		47,700		113,341
Tongaat Hulett, Ltd. (b)		16,867		283,211
				7,419,760
Gas Utilities - 0.02%
Perusahaan Gas Negara Persero Tbk PT (b)		232,000		99,715
Health Care Equipment & Supplies - 1.15%
Biosensors International Group, Ltd. (a)(b)		100,000		99,124
C.R. Bard, Inc.		18,478		1,933,723
Medtronic, Inc.		66,758		2,878,605
Mindray Medical International, Ltd. - ADR		2,852		95,856
Supermax Corp. Bhd (b)		142,900		96,204
Zimmer Holdings, Inc.		31,591		2,136,183
				7,239,695

See Notes to the Financial Statements. The Leuthold Funds - 2012 Annual Report 77  

Leuthold Asset Allocation Fund

Consolidated Schedule of Investments (continued)

September 30, 2012

	Shares		Fair Value
COMMON STOCKS - 65.07% (continued)
Health Care Providers & Services - 3.33%
Aetna, Inc.		60,202	$	2,383,999
Bangkok Dusit Medical Services PCL (b)		32,400		113,084
Community Health Systems, Inc. (a)		85,236		2,483,777
DaVita, Inc. (a)		18,492		1,915,956
HCA Holdings, Inc.		129,940		4,320,505
KPJ Healthcare Bhd (b)		49,500		98,558
Life Healthcare Group Holdings, Ltd. (b)		66,896		255,572
Omnicare, Inc.		77,487		2,632,234
UnitedHealth Group, Inc.		32,783		1,816,506
WellCare Health Plans, Inc. (a)		35,167		1,988,694
WellPoint, Inc.		48,877		2,835,355
				20,844,240
Hotels, Restaurants & Leisure - 0.03%
Genting Bhd (b)		57,000		162,014
Household Durables - 0.09%
Even Construtora e Incorporadora SA (b)		45,300		174,742
Ez Tec Empreendimentos e Participacoes SA (b)		20,800		259,583
Haier Electronics Group Co., Ltd. (a)(b)		106,000		122,275
				556,600
Independent Power Producers & Energy Traders - 0.36%
AES Corp. (a)		203,255		2,229,707
First Gen Corp. (a)(b)		117,900		56,477
				2,286,184

	Shares		Fair Value
Industrial Conglomerates - 0.87%
Bidvest Group, Ltd. (b)		6,980	$	172,674
General Electric Co.		175,241		3,979,723
Siemens AG - ADR		12,517		1,253,578
Sigdo Koppers SA (b)		32,505		79,078
				5,485,053
Insurance - 1.98%
ACE, Ltd. (b)		35,167		2,658,625
Brasil Insurance Participacoes e Administracao SA (b)		5,500		51,928
Everest Re Group, Ltd. (b)		17,882		1,912,659
LIG Insurance Co., Ltd. (b)		14,480		336,452
PICC Property & Casualty Co., Ltd. (a)(b)		436,000		531,222
Protective Life Corp.		42,916		1,124,829
Prudential Financial, Inc.		25,034		1,364,603
Sanlam, Ltd. (b)		62,734		283,473
Sun Life Financial, Inc. (b)		141,861		3,295,431
Validus Holdings, Ltd. (b)		25,630		869,113
				12,428,335
Internet Software & Services - 0.35%
Daum Communications Corp. (b)		3,544		360,726
NetEase, Inc. - ADR (a)		5,569		312,644
Sohu.com, Inc. (a)(b)		7,792		327,965
Yahoo!, Inc. (a)		75,699		1,209,291
				2,210,626
IT Services - 3.15%
Amdocs, Ltd. (a)		175,241		5,781,201
Cielo SA (b)		11,800		294,178
International Business Machines Corp.		17,882		3,709,621
Lender Processing Services, Inc.		63,778		1,778,768
Mastercard, Inc. - Class A		9,537		4,305,765
NeuStar, Inc. - Class A (a)		20,266		811,248
Visa, Inc. - Class A		22,650		3,041,442
				19,722,223

78 The Leuthold Funds - 2012 Annual Report See Notes to the Financial Statements.  

Leuthold Asset Allocation Fund

Consolidated Schedule of Investments (continued)

September 30, 2012

	Shares		Fair Value
COMMON STOCKS - 65.07% (continued)
Leisure Equipment & Products - 0.37%
Hasbro, Inc.		60,798	$	2,320,660
Life Sciences Tools & Services - 0.32%
Life Technologies Corp. (a)		39,340		1,922,939
WuXi PharmaTech Cayman, Inc. - ADR (a)		6,894		102,928
				2,025,867
Machinery - 1.78%
Cummins, Inc.		28,015		2,583,263
Eaton Corp.		72,719		3,436,700
Oshkosh Corp. (a)		57,221		1,569,572
Timken Co.		44,108		1,639,053
Valmont Industries, Inc.		14,901		1,959,482
				11,188,070
Media - 0.09%
Cheil Worldwide, Inc. (b)		7,565		160,435
Cyfrowy Polsat SA (a)(b)		22,311		102,212
Global Mediacom Tbk PT (b)		658,000		140,687
Media Nusantara Citra Tbk PT (b)		526,500		142,630
				545,964
Metals & Mining - 0.93%
Alcoa, Inc.		241,999		2,141,691
Grupo Mexico SAB de CV (b)		119,500		394,937
Jastrzebska Spolka Weglowa SA (b)		7,820		223,335
Jiangxi Copper Co., Ltd. (b)		54,000		135,558
KGHM Polska Miedz SA (b)		5,726		273,176
POSCO - ADR		2,203		179,633
Reliance Steel & Aluminum Co.		47,684		2,496,257
				5,844,587

	Shares		Fair Value
Multiline Retail - 0.69%
Kohl’s Corp.		35,167	$	1,801,254
Target Corp.		39,340		2,496,910
				4,298,164
Multi-Utilities - 0.70%
Alliant Energy Corp.		100,137		4,344,944
YTL Corp. Bhd (b)		120,400		67,516
				4,412,460
Office Electronics - 0.09%
Canon, Inc. - ADR		16,690		534,247
Oil, Gas & Consumable Fuels - 5.17%
Bangchak Petroleum PCL (b)		199,000		157,474
Banpu PCL (b)		19,050		242,026
Chevron Corp.		69,142		8,059,191
China Petroleum & Chemical Corp. - ADR		4,272		394,818
CNOOC, Ltd. - ADR		1,330		269,631
ConocoPhillips		68,546		3,919,460
Devon Energy Corp.		39,936		2,416,128
Encana Corp. (b)		122,192		2,678,449
Exxon Mobil Corp.		39,936		3,652,147
Gazprom OAO - ADR (a)		22,257		224,303
Indo Tambangraya Megah Tbk PT (b)		37,000		162,329
Lukoil OAO - ADR		5,545		342,732
Peabody Energy Corp.		22,054		491,584
Petroleo Brasileiro SA - ADR		39,936		916,132
Phillips 66		33,975		1,575,421
PTT PCL (b)		25,700		274,119
Royal Dutch Shell PLC - ADR		48,281		3,351,184
Sasol, Ltd. - ADR		22,610		1,007,954
SK Innovation Co., Ltd. (b)		2,756		414,107
Statoil ASA - ADR		72,123		1,860,052
				32,409,241

See Notes to the Financial Statements. The Leuthold Funds - 2012 Annual Report 79  

Leuthold Asset Allocation Fund

Consolidated Schedule of Investments (continued)

September 30, 2012

	Shares		Fair Value
COMMON STOCKS - 65.07% (continued)
Personal Products - 0.39%
AMOREPACIFIC Group (b)		575	$	255,055
Avon Products, Inc.		135,901		2,167,621
				2,422,676
Pharmaceuticals - 4.24%
Aspen Pharmacare Holdings, Ltd. (b)		10,026		172,528
Eli Lilly & Co.		105,502		5,001,850
GlaxoSmithKline PLC - ADR		39,340		1,819,082
Kalbe Farma Tbk PT (b)		212,500		104,008
Merck & Co., Inc.		178,817		8,064,647
Nektar Therapeutics (a)		94,177		1,005,810
Pfizer, Inc.		160,339		3,984,424
Questcor Pharmaceuticals, Inc. (a)		59,606		1,102,711
Richter Gedeon Nyrt (b)		369		64,589
Shire PLC - ADR		26,823		2,379,200
Sino Biopharmaceutical (b)		264,000		96,952
Teva Pharmaceutical Industries, Ltd. - ADR		67,950		2,813,810
				26,609,611
Professional Services - 0.12%
Manpower, Inc.		20,266		745,789
Real Estate Investment Trusts (REITs) - 4.64%
American Campus Communities, Inc.		60,557		2,657,241
Apartment Investment & Management Co. - Class A		131,513		3,418,023
BioMed Realty Trust, Inc.		99,094		1,855,039
Equity One, Inc.		107,046		2,254,389
HCP, Inc.		93,589		4,162,839
Home Properties, Inc.		42,207		2,586,023
Liberty Property Trust		75,850		2,748,804
Mack-Cali Realty Corp.		67,286		1,789,807

	Shares		Fair Value
Real Estate Investment Trusts (REITs) - 4.64% (continued)
Realty Income Corp.		53,829	$	2,201,068
Regency Centers Corp.		63,004		3,070,185
Weingarten Realty Investors		83,190		2,338,471
				29,081,889
Real Estate Management & Development - 0.73%
Alam Sutera Realty Tbk PT (b)		2,768,500		142,538
Aliansce Shopping Centers SA (b)		24,700		268,292
Altisource Portfolio Solutions SA (a)(b)		19,670		1,696,538
BR Properties SA (b)		20,000		259,958
Bumi Serpong Damai PT (b)		2,538,500		298,191
Franshion Properties China, Ltd. (b)		444,000		135,050
Megaworld Corp. (b)		5,153,000		274,334
Multiplan Empreendimentos Imobiliarios SA (b)		9,000		264,595
The St. Joe Co. (a)		57,221		1,115,809
UOL Group, Ltd. (b)		30,000		139,648
				4,594,953
Road & Rail - 1.04%
Canadian Pacific Railway, Ltd. (b)		23,246		1,926,861
ComfortDelGro Corp., Ltd. (b)		134,000		186,926
Kansas City Southern		22,650		1,716,417
Old Dominion Freight Line, Inc. (a)		88,216		2,660,594
				6,490,798

80 The Leuthold Funds - 2012 Annual Report See Notes to the Financial Statements.  

Leuthold Asset Allocation Fund

Consolidated Schedule of Investments (continued)

September 30, 2012

	Shares		Fair Value
COMMON STOCKS - 65.07% (continued)
Semiconductors & Semiconductor Equipment - 0.97%
Applied Materials, Inc.		193,122	$	2,156,207
Intel Corp.		64,374		1,460,002
Samsung Electronics Co., Ltd. (b)		465		560,371
Spreadtrum Communications, Inc. - ADR		15,956		328,056
TriQuint Semiconductor, Inc. (a)		317,102		1,601,365
				6,106,001
Software - 1.72%
Activision Blizzard, Inc.		142,457		1,606,915
CA, Inc.		51,261		1,320,740
Electronic Arts, Inc. (a)		86,428		1,096,771
Microsoft Corp.		218,753		6,514,464
Totvs SA (b)		11,800		244,411
				10,783,301
Specialty Retail - 2.65%
Advance Auto Parts, Inc.		22,650		1,550,166
Foot Locker, Inc.		114,443		4,062,726
The Home Depot, Inc.		65,566		3,958,219
Lowe’s Cos, Inc.		60,798		1,838,532
O’Reilly Automotive, Inc. (a)		23,246		1,943,831
Staples, Inc.		84,044		968,187
TJX Cos, Inc.		50,665		2,269,285
				16,590,946
Textiles, Apparel & Luxury Goods - 0.02%
LG Fashion Corp. (b)		2,260		62,899
Shenzhou International Group Holdings, Ltd. (b)		41,000		70,030
				132,929

	Shares		Fair Value
Thrifts & Mortgage Finance - 0.32%
Malaysia Building Society (b)		133,200	$	104,697
New York Community Bancorp, Inc.		135,901		1,924,358
				2,029,055
Tobacco - 0.87%
Philip Morris International, Inc.		32,187		2,894,899
Reynolds American, Inc.		59,606		2,583,324
				5,478,223
Trading Companies & Distributors - 0.19%
WESCO International, Inc. (a)		20,862		1,193,306
Transportation Infrastructure - 0.06%
Airports of Thailand PCL (b)		84,100		216,826
Obrascon Huarte Lain Brasil SA (b)		18,100		164,906
				381,732
Water Utilities - 0.20%
Cia de Saneamento Basico do Estado de Sao Paulo - ADR		14,537		1,180,550
Guangdong Investment, Ltd. (b)		98,000		77,417
				1,257,967
Wireless Telecommunication Services - 1.22%
Advanced Info Service PCL (b)		22,500		156,254
America Movil SAB de CV - ADR		13,632		346,798
China Mobile, Ltd. - ADR		35,485		1,964,450
ENTEL Chile SA (b)		11,756		244,986
Mobile Telesystems OJSC - ADR		17,421		305,216
MTN Group, Ltd. (b)		9,403		181,526
NII Holdings, Inc. (a)		82,256		645,710
Tim Participacoes SA - ADR		16,137		310,153
Turkcell Iletisim Hizmetleri AS - ADR (a)		12,771		193,353
Vodafone Group PLC - ADR		116,231		3,312,002
				7,660,448
TOTAL COMMON STOCKS (Cost $358,213,813)			$	407,899,871

See Notes to the Financial Statements. The Leuthold Funds - 2012 Annual Report 81  

Leuthold Asset Allocation Fund

Consolidated Schedule of Investments (continued)

September 30, 2012

	Shares		Fair Value
PREFERRED STOCKS - 0.18%
Commercial Banks - 0.02%
Itau Unibanco Holding SA - ADR		8,100	$	123,768
Containers & Packaging - 0.04%
Klabin SA (b)		50,700		264,348
Electric Utilities - 0.02%
Cia Energetica de Minas Gerais (b)		11,600		140,762
Food & Staples Retailing - 0.04%
Cia Brasileira de Distribuicao Grupo Pao de Acucar - ADR		5,395		243,368
Metals & Mining - 0.06%
Vale SA - ADR		19,400		337,138
TOTAL PREFERRED STOCKS (Cost $1,155,261)			$	1,109,384
	Principal Amount		Fair Value
INVESTMENT COMPANIES - 15.72%
Exchange Traded Funds - 15.72%
iShares Barclays Aggregate Bond Fund		233,654	$	26,274,392
iShares Barclays MBS Bond Fund		110,866		12,102,132
iShares iBoxx $ High Yield Corporate Bond Fund		67,950		6,276,541
iShares JPMorgan USD Emerging Markets Bond Fund		81,064		9,829,821
iShares MSCI Emerging Markets Index Fund		123,385		5,098,268
PowerShares Emerging Markets Sovereign Debt Portfolio		100,137		3,073,205
PowerShares Senior Loan Portfolio		62,000		1,546,900
SPDR Barclays Capital International Treasury Bond ETF		82,256		5,062,857
SPDR Barclays Capital Short Term High Yield Bond ETF		51,000		1,552,389
Vanguard Total Bond Market ETF		325,447		27,711,812
TOTAL INVESTMENT COMPANIES (Cost $96,439,120)			$	98,528,317

	Troy Ounces		Fair Value
PRECIOUS METALS - 5.46%
Gold Bullion (a)		19,292	$	34,254,042
TOTAL PRECIOUS METALS (Cost $18,356,479)			$	34,254,042

82 The Leuthold Funds - 2012 Annual Report See Notes to the Financial Statements.  

Leuthold Asset Allocation Fund

Consolidated Schedule of Investments (continued)

September 30, 2012

	Principal Amount		Fair Value
CORPORATE BONDS - 8.63%
Beverages - 0.28%
Dr. Pepper Snapple Group, Inc. 2.900%, 01/15/2016	$	1,679,000	$	1,778,303
Biotechnology - 0.22%
Amgen, Inc. 4.100%, 06/15/2021		1,269,000		1,381,537
Capital Markets - 0.73%
Goldman Sachs Group, Inc. 6.150%, 04/01/2018		2,095,000		2,445,240
Morgan Stanley 5.300%, 03/01/2013		2,087,000		2,123,740
				4,568,980
Chemicals - 0.27%
Dow Chemical Co. 7.600%, 05/15/2014		1,504,000		1,661,738
Computers & Peripherals - 0.30%
Hewlett-Packard Co. 4.750%, 06/02/2014		1,800,000		1,897,576
Consumer Finance - 0.44%
Capital One Financial Corp. 7.375%, 05/23/2014		1,239,000		1,363,625
SLM Corp. 6.250%, 01/25/2016		1,301,000		1,411,585
				2,775,210
Diversified Financial Services - 1.18%
Citigroup, Inc. 5.500%, 04/11/2013		2,095,000		2,146,258
Export-Import Bank of Korea 8.125%, 01/21/2014 (b)		1,551,000		1,688,240
Ford Motor Credit Co., LLC 3.000%, 06/12/2017		1,365,000		1,389,423
JPMorgan Chase & Co. 3.150%, 07/05/2016		2,062,000		2,180,955
				7,404,876
	Principal Amount		Fair Value
Diversified Telecommunication Services - 0.54%
AT&T, Inc. 5.100%, 09/15/2014	$	1,953,000	$	2,123,516
Cellco Partnership / Verizon Wireless Capital LLC 5.550%, 02/01/2014		1,196,000		1,272,186
				3,395,702
Electric Utilities - 0.71%
Duke Energy Corp. 3.950%, 09/15/2014		1,213,000		1,285,807
Exelon Corp. 4.900%, 06/15/2015		1,594,000		1,752,079
Oncor Electric Delivery Co. LLC 6.800%, 09/01/2018		1,136,000		1,402,001
				4,439,887
Health Care Providers & Services - 0.22%
Coventry Health Care, Inc. 5.950%, 03/15/2017		1,195,000		1,395,448
Industrial Conglomerates - 0.37%
General Electric Co. 5.250%, 12/06/2017		1,942,000		2,297,741
Insurance - 0.23%
Genworth Financial, Inc.
6.515%, 05/22/2018		1,387,000		1,411,734
Internet & Catalog Retail - 0.32%
Expedia, Inc. 7.456%, 08/15/2018		1,700,000		2,011,037
Media - 0.36%
Time Warner Cable, Inc. 8.250%, 04/01/2019		1,673,000		2,245,537
Metals & Mining - 0.28%
Nabors Industries, Inc. 9.250%, 01/15/2019		1,344,000		1,758,920

See Notes to the Financial Statements. The Leuthold Funds - 2012 Annual Report 83  

Leuthold Asset Allocation Fund

Consolidated Schedule of Investments (continued)

September 30, 2012

	Shares		Fair Value
CORPORATE BONDS - 8.63% (continued)
Oil, Gas & Consumable Fuels - 0.95%
Anadarko Petroleum Corp. 5.950%, 09/15/2016	$	1,531,000	$	1,773,967
Enterprise Products Operating, LLC 5.600%, 10/15/2014		990,000		1,081,643
Petrobras International Finance Co. 6.125%, 10/06/2016 (b)		1,535,000		1,738,952
Petrohawk Energy Corp. 7.250%, 08/15/2018		1,203,000		1,366,708
				5,961,270
Pharmaceuticals - 0.20%
Hospira, Inc. 6.050%, 03/30/2017		1,102,000		1,274,234
Real Estate Investment Trusts (REITs) - 0.22%
Vornado Realty LP 4.250%, 04/01/2015		1,299,000		1,372,765
Semiconductors & Semiconductor Equipment - 0.21%
KLA-Tencor Corp. 6.900%, 05/01/2018		1,115,000		1,345,559
Software - 0.22%
BMC Software, Inc. 7.250%, 06/01/2018		1,129,000		1,359,955
Tobacco - 0.11%
Altria Group, Inc. 9.700%, 11/10/2018		470,000		673,182
Wireless Telecommunication Services - 0.27%
Rogers Communications, Inc. 6.375%, 03/01/2014 (b)		1,569,000		1,693,795
TOTAL CORPORATE BONDS (Cost $52,360,239)			$	54,104,986
	Shares		Fair Value
RIGHTS - 0.00%
Multi-Utilities - 0.00%
YTL Corp. Bhd (a)(b)		8,027	$	—
TOTAL RIGHTS (Cost $3,580)			$	—
SHORT-TERM INVESTMENTS - 0.78%
Money Market Funds - 0.78%
Fidelity Institutional Money Market Fund - Government Portfolio 0.01% (c)		4,878,903	$	4,878,903
TOTAL SHORT-TERM INVESTMENTS (Cost $4,878,903)			$	4,878,903
Total Investments (Cost $531,407,395) - 95.84%			$	600,775,503
Other Assets in Excess of Liabilities - 4.16% (d)				26,108,085
TOTAL NET ASSETS - 100.00%			$	626,883,588

Percentages are stated as a percent of net assets.

ADR American Depository Receipt

(a)     Non-income producing security.

(b)     Foreign issued security.

(c)     The rate quoted is the annualized seven-day yield as of September 30, 2012.

(d)     All or a portion of the assets have been committed as collateral for open securities sold short.

The Global Industry Classification Standard (GICS®) was developed by and/or is the exclusive property of MSCI, Inc. and Standard & Poor’s Financial Services LLC (“S&P”). GICS is a service mark of MSCI and S&P and has been licensed for use by U.S. Bancorp Fund Services, LLC.

84 The Leuthold Funds - 2012 Annual Report See Notes to the Financial Statements.  

Leuthold Asset Allocation Fund

Consolidated Schedule of Securities Sold Short - (a)

September 30, 2012

	Shares		Fair Value
INVESTMENT COMPANIES - 2.51%
Exchange Traded Funds - 2.51%
iShares Russell 2000 Index Fund		188,645	$	15,744,312
TOTAL INVESTMENT COMPANIES (Proceeds $15,490,463)			$	15,744,312
TOTAL SECURITIES SOLD SHORT (Proceeds $15,490,463) - 2.51%			$	15,744,312

Percentages are stated as a percent of net assets.

(a)     All securities sold short are non-income producing.

The Global Industry Classification Standard (GICS®) was developed by and/or is the exclusive property of MSCI, Inc. and Standard & Poor’s Financial Services LLC (“S&P”). GICS is a service mark of MSCI and S&P and has been licensed for use by U.S. Bancorp Fund Services, LLC.

See Notes to the Financial Statements. The Leuthold Funds - 2012 Annual Report 85  

Leuthold Global Fund

Consolidated Schedule of Investments

September 30, 2012

	Shares		Fair Value
COMMON STOCKS - 62.90%
Airlines - 2.68%
Alaska Air Group, Inc. (a)		31,070	$	1,089,314
China Eastern Airlines Corp., Ltd. (a)(b)		1,618,000		490,270
China Southern Airlines Co., Ltd. (a)(b)		1,144,000		500,290
Copa Holdings SA - Class A (b)		14,517		1,179,797
easyJet PLC (b)		128,674		1,209,347
JetBlue Airways Corp. (a)		206,363		988,479
Ryanair Holdings PLC - ADR (a)		38,154		1,230,466
Southwest Airlines Co.		125,243		1,098,381
U.S. Airways Group, Inc. (a)		89,320		934,287
United Continental Holdings, Inc. (a)		52,393		1,021,664
Westjet Airlines, Ltd. (b)		36,095		640,685
				10,382,980
Auto Components - 4.59%
Brembo SpA (b)		54,992		555,810
Cie Generale des Etablissements Michelin (b)		30,172		2,362,519
Continental AG (a)(b)		22,846		2,240,611
Cooper Tire & Rubber Co.		56,584		1,085,281
Dana Holding Corp.		81,792		1,006,042
Faurecia (b)		59,134		978,115
GKN PLC (b)		327,711		1,139,459
Leoni AG (b)		29,783		1,115,109
Magna International, Inc. (b)		38,787		1,677,926
Plastic Omnium SA (b)		21,328		530,719
Showa Corp. (a)(b)		128,400		1,131,502
Sumitomo Rubber Industries, Ltd. (b)		91,100		1,083,409
Tianneng Power International, Ltd. (b)		970,000		587,092
TRW Automotive Holdings Corp. (a)		51,730		2,261,118
				17,754,712
	Shares		Fair Value
Chemicals - 4.59%
Agrium, Inc. (b)		23,540	$	2,435,448
CF Industries Holdings, Inc.		11,128		2,473,087
Chr. Hansen Holding A/S (b)		66,380		1,994,770
Dongyue Group (b)		1,966,000		865,932
Innophos Holdings, Inc.		21,141		1,025,127
Mosaic Co.		40,190		2,315,346
Nippon Shokubai Co., Ltd. (b)		126,000		1,409,200
Rockwood Holdings, Inc.		39,117		1,822,852
Yara International ASA (b)		46,650		2,342,466
Zeon Corp. (b)		153,000		1,063,827
				17,748,055
Commercial Banks - 6.69%
Bank of the Ozarks, Inc.		39,493		1,361,324
BB&T Corp.		104,032		3,449,701
Fifth Third Bancorp		256,413		3,976,966
First Citizens BancShares, Inc. - Class A		3,191		519,814
Fulton Financial Corp.		119,270		1,176,002
Hachijuni Bank, Ltd. (b)		81,000		449,090
Huntington Bancshares, Inc.		542,097		3,740,469
International Bancshares Corp.		30,220		575,691
KeyCorp		420,801		3,677,801
Laurentian Bank of Canada (b)		11,432		538,168
National Penn Bancshares, Inc.		122,844		1,119,109
PNC Financial Services Group, Inc.		46,731		2,948,726
San-In Godo Bank, Ltd. (b)		68,000		495,167
Webster Financial Corp.		77,383		1,833,977
				25,862,005
Computers & Peripherals - 1.20%
Apple, Inc.		3,347		2,233,319
Gemalto NV (b)		27,305		2,401,448
				4,634,767

86 The Leuthold Funds - 2012 Annual Report See Notes to the Financial Statements.  

Leuthold Global Fund

Consolidated Schedule of Investments (continued)

September 30, 2012

	Shares		Fair Value
COMMON STOCKS - 62.90% (continued)
Consumer Finance - 4.74%
Capital One Financial Corp.		53,243	$	3,035,384
Cash America International, Inc.		51,207		1,975,054
Credit Acceptance Corp. (a)		36,858		3,151,728
Credit Saison Co., Ltd. (b)		85,100		2,056,001
Discover Financial Services		134,363		5,338,242
International Personal Finance PLC (b)		281,361		1,364,525
Provident Financial PLC (b)		64,288		1,426,785
				18,347,719
Diversified Telecommunication Services - 4.46%
Asia Pacific Telecom Co., Ltd. (a)(b)		1,900,000		1,133,641
BT Group PLC (b)		450,413		1,679,029
Elisa OYJ (b)		25,996		588,275
France Telecom SA - ADR		90,664		1,107,914
Jasmine International PCL (b)		20,083,300		2,525,562
Manitoba Telecom Services, Inc. (b)		34,266		1,176,358
Telecom Corp. of New Zealand, Ltd. (b)		595,145		1,171,735
Telefonica SA - ADR		118,477		1,573,375
Telekom Malaysia Bhd (b)		588,500		1,190,059
Telekomunikasi Indonesia Persero Tbk PT - ADR		29,207		1,137,028
Telstra Corp., Ltd. (b)		424,445		1,720,699
Time dotCom Bhd (b)		536,200		542,458
Verizon Communications, Inc.		37,345		1,701,812
				17,247,945
Health Care Providers & Services - 5.51%
Bangkok Dusit Medical Services PCL (b)		723,100		2,523,800
Community Health Systems, Inc. (a)		88,093		2,567,030
HCA Holdings, Inc.		79,544		2,644,838

	Shares		Fair Value
Health Care Providers & Services - 5.51% (continued)
Health Management Associates, Inc. - Class A (a)		158,991	$	1,333,935
KPJ Healthcare Bhd (b)		592,500		1,179,711
Life Healthcare Group Holdings, Ltd. (b)		298,012		1,138,537
LifePoint Hospitals, Inc. (a)		57,176		2,445,989
Netcare, Ltd. (b)		1,134,830		2,436,604
Ramsay Health Care, Ltd. (b)		48,279		1,200,180
Select Medical Holdings Corp. (a)		114,157		1,281,983
Universal Health Services, Inc. - Class B		55,851		2,554,066
				21,306,673
Insurance - 8.22%
Allianz SE (b)		18,637		2,222,714
Alterra Capital Holdings, Ltd. (b)		47,052		1,126,425
American International Group, Inc. (a)		68,005		2,229,884
Arch Capital Group, Ltd. (a)(b)		28,881		1,203,760
Assurant, Inc.		31,397		1,171,108
Endurance Specialty Holdings, Ltd. (b)		30,903		1,189,766
Everest Re Group, Ltd. (b)		21,420		2,291,083
Genworth Financial, Inc. - Class A (a)		211,663		1,106,998
Gjensidige Forsikring ASA (b)		83,125		1,154,903
Hannover Rueckversicherung AG (a)(b)		37,652		2,409,418
Muenchener Rueckversicherungs AG (b)		15,870		2,481,472
PartnerRe, Ltd. (b)		29,801		2,213,618
Powszechny Zaklad Ubezpieczen SA (b)		10,341		1,163,227
Reinsurance Group of America, Inc.		40,400		2,337,948

See Notes to the Financial Statements. The Leuthold Funds - 2012 Annual Report 87  

Leuthold Global Fund

Consolidated Schedule of Investments (continued)

September 30, 2012

	Shares		Fair Value
COMMON STOCKS - 62.90% (continued)
Insurance - 8.22% (continued)
SCOR SE (b)		89,808	$	2,314,928
Swiss Re AG (b)		35,937		2,312,323
Validus Holdings, Ltd. (b)		67,677		2,294,927
Vienna Insurance Group AG Wiener Versicherung Gruppe (b)		13,510		573,677
				31,798,179
Leisure Equipment & Products - 1.81%
Hasbro, Inc.		40,330		1,539,396
Mattel, Inc.		53,634		1,902,934
Merida Industry Co., Ltd. (b)		296,700		1,087,429
Nikon Corp. (b)		46,000		1,264,875
Tamron Co., Ltd. (b)		39,000		1,190,730
				6,985,364
Office Electronics - 0.40%
Xerox Corp.		210,616		1,545,921
Oil, Gas & Consumable Fuels - 3.36%
BP PLC - ADR		48,014		2,033,873
Chevron Corp.		16,191		1,887,223
China Petroleum & Chemical Corp. - ADR		15,410		1,424,192
Polskie Gornictwo Naftowe i Gazownictwo SA (b)		1,078,912		1,371,428
PTT PCL (b)		114,400		1,220,204
Royal Dutch Shell PLC - ADR		24,488		1,699,712
Statoil ASA - ADR		62,991		1,624,538
Suncor Energy, Inc. (b)		53,048		1,742,627
				13,003,797
Paper & Forest Products - 0.01%
China Forestry Holdings Co., Ltd. (a)(b)(d)(e)		2,484,000		48,052

	Shares		Fair Value
Pharmaceuticals - 0.94%
Abbott Laboratories		17,376	$	1,191,299
Eli Lilly & Co.		51,793		2,455,506
				3,646,805
Real Estate Investment Trusts (REITs) - 4.86%
American Campus Communities, Inc.		39,179		1,719,175
Apartment Investment & Management Co. - Class A		85,087		2,211,411
BioMed Realty Trust, Inc.		64,112		1,200,177
Equity One, Inc.		69,257		1,458,552
HCP, Inc.		60,550		2,693,264
Home Properties, Inc.		27,307		1,673,100
Liberty Property Trust		49,073		1,778,406
Mack-Cali Realty Corp.		43,533		1,157,978
Realty Income Corp.		34,826		1,424,035
Regency Centers Corp.		40,762		1,986,332
Weingarten Realty Investors		53,822		1,512,936
				18,815,366
Road & Rail - 3.96%
Amerco, Inc.		7,865		836,521
ComfortDelGro Corp., Ltd. (b)		572,000		797,921
CSX Corp.		72,516		1,504,707
DSV A/S (b)		51,026		1,145,520
Firstgroup PLC (b)		198,972		771,268
Go-Ahead Group PLC (b)		24,335		516,636
Guangshen Railway Co., Ltd. (b)		1,200,000		387,227
Hitachi Transport System, Ltd. (b)		29,300		490,966
MTR Corp., Ltd. (b)		314,000		1,187,053
Nippon Express Co., Ltd. (b)		251,000		950,725
Norfolk Southern Corp.		26,134		1,662,906
Ryder System, Inc.		20,081		784,364
Sankyu, Inc. (b)		139,000		524,743

88 The Leuthold Funds - 2012 Annual Report See Notes to the Financial Statements.  

Leuthold Global Fund

Consolidated Schedule of Investments (continued)

September 30, 2012

	Shares		Fair Value
COMMON STOCKS - 62.90% (continued)
Road & Rail - 3.96% (continued)
Seino Holdings Co., Ltd. (b)		94,000	$	595,104
Stagecoach Group PLC (b)		162,756		738,930
Tokyu Corp. (b)		209,000		998,344
TransForce, Inc. (b)		28,101		497,363
Werner Enterprises, Inc.		42,840		915,491
				15,305,789
Trading Companies & Distributors - 1.90%
Applied Industrial Technologies, Inc.		64,790		2,684,250
Travis Perkins PLC (b)		101,132		1,704,509
WESCO International, Inc. (a)		51,835		2,964,962
				7,353,721
Water Utilities - 0.67%
Cia de Saneamento Basico do Estado de Sao Paulo (b)		63,300		2,575,714
Wireless Telecommunication Services - 2.31%
Axiata Group Bhd (b)		1,338,400		2,842,065
MTN Group, Ltd. (b)		131,672		2,541,945
Tim Participacoes SA - ADR		41,111		790,153
Total Access Communication PCL (b)		923,700		2,771,477
				8,945,640
TOTAL COMMON STOCKS (Cost $221,290,238)			$	243,309,204
PREFERRED STOCKS - 0.76%
Diversified Telecommunication Services - 0.76%
Oi SA - ADR		305,035	$	1,226,241
Telefonica Brasil SA - ADR		79,647		1,731,526
TOTAL PREFERRED STOCKS (Cost $2,865,946)			$	2,957,767

	Shares		Fair Value
INVESTMENT COMPANIES - 9.27%
Exchange Traded Funds - 9.27%
iShares Barclays MBS Bond Fund		108,418	$	11,834,909
iShares iBoxx $ High Yield Corporate Bond Fund		54,389		5,023,912
iShares JPMorgan USD Emerging Markets Bond Fund		30,805		3,735,414
PowerShares Build America Bond Portfolio		202,970		6,101,278
PowerShares Emerging Markets Sovereign Debt Portfolio		137,700		4,226,013
PowerShares Senior Loan Portfolio		37,881		945,131
SPDR Barclays Capital International Treasury Bond ETF		49,645		3,055,649
SPDR Barclays Capital Short Term High Yield Bond ETF		30,658		933,199
TOTAL INVESTMENT COMPANIES (Cost $34,319,054)			$	35,855,505

	Troy Ounces		Fair Value
PRECIOUS METALS - 4.86%
Gold Bullion (a)		10,580	$	18,785,720
TOTAL PRECIOUS METALS (Cost $12,371,574)			$	18,785,720

See Notes to the Financial Statements. The Leuthold Funds - 2012 Annual Report 89  

Leuthold Global Fund

Consolidated Schedule of Investments (continued)

September 30, 2012

	Principal Amount		Fair Value
CORPORATE BONDS - 7.26%
Beverages - 0.24%
Dr. Pepper Snapple Group, Inc. 2.900%, 01/15/2016	$	886,000	$	938,402
Biotechnology - 0.21%
Amgen, Inc. 4.100%, 06/15/2021		731,000		795,826
Capital Markets - 0.30%
Morgan Stanley 5.300%, 03/01/2013		1,120,000		1,139,716
Chemicals - 0.23%
Dow Chemical Co. 7.600%, 05/15/2014		793,000		876,169
Computers & Peripherals - 0.27%
Hewlett-Packard Co. 4.750%, 06/02/2014	$	1,000,000		1,054,209
Consumer Finance - 0.41%
Capital One Financial Corp. 7.375%, 05/23/2014		713,000		784,717
SLM Corp. 6.250%, 01/25/2016		749,000		812,665
				1,597,382
Diversified Financial Services - 1.04%
Citigroup, Inc. 5.500%, 04/11/2013		1,100,000		1,126,914
Export-Import Bank of Korea 8.125%, 01/21/2014 (b)		818,000		890,381
Ford Motor Credit Co., LLC 3.000%, 06/12/2017		786,000		800,063
JPMorgan Chase & Co. 3.150%, 07/05/2016		1,120,000		1,184,612
				4,001,970

	Principal Amount		Fair Value
Diversified Telecommunication Services - 0.46%
AT&T, Inc. 5.100%, 09/15/2014		1,031,000	$	1,121,017
Cellco Partnership / Verizon Wireless Capital LLC 5.550%, 02/01/2014		631,000		671,195
				1,792,212
Electric Utilities - 0.62%
Duke Energy Corp. 3.950%, 09/15/2014		640,000		678,414
Exelon Corp. 4.900%, 06/15/2015		841,000		924,403
Oncor Electric Delivery Co. LLC 6.800%, 09/01/2018		654,000		807,138
				2,409,955
Health Care Providers & Services - 0.21%
Coventry Health Care, Inc. 5.950%, 03/15/2017	$	689,000		804,572
Industrial Conglomerates - 0.31%
General Electric Co. 5.250%, 12/06/2017		1,025,000		1,212,763
Insurance - 0.21%
Genworth Financial, Inc. 6.515%, 05/22/2018		799,000		813,249
Internet & Catalog Retail - 0.30%
Expedia, Inc. 7.456%, 08/15/2018		970,000		1,147,474
Media - 0.31%
Time Warner Cable, Inc. 8.250%, 04/01/2019		883,000		1,185,182
Metals & Mining - 0.24%
Nabors Industries, Inc. 9.250%, 01/15/2019		709,000		927,882

90 The Leuthold Funds - 2012 Annual Report See Notes to the Financial Statements.  

Leuthold Global Fund

Consolidated Schedule of Investments (continued)

September 30, 2012

	Principal Amount		Fair Value
CORPORATE BONDS - 7.26% (continued)
Oil, Gas & Consumable Fuels - 0.83%
Anadarko Petroleum Corp. 5.950%, 09/15/2016		808,000	$	936,228
Enterprise Products Operating, LLC 5.600%, 10/15/2014		523,000		571,414
Petrobras International Finance Co. 6.125%, 10/06/2016 (b)		810,000		917,623
Petrohawk Energy Corp. 7.250%, 08/15/2018		692,000		786,169
				3,211,434
Pharmaceuticals - 0.17%
Hospira, Inc. 6.050%, 03/30/2017		581,000		671,806
Real Estate Investment Trusts (REITs) - 0.20%
Vornado Realty LP 4.250%, 04/01/2015		745,000		787,306
Semiconductors & Semiconductor Equipment - 0.18%
KLA-Tencor Corp. 6.900%, 05/01/2018	$	588,000		709,586
Software - 0.20%
BMC Software, Inc. 7.250%, 06/01/2018		650,000		782,968
Tobacco - 0.09%
Altria Group, Inc. 9.700%, 11/10/2018		233,000		333,726
Wireless Telecommunication Services - 0.23%
Rogers Communications, Inc. 6.375%, 03/01/2014 (b)		828,000		893,857
TOTAL CORPORATE BONDS (Cost $27,300,565)				28,087,646

		Principal Amount		Fair Value
UNITED STATES TREASURY OBLIGATIONS - 3.98%
United States Treasury Inflation Indexed Bonds - 1.11%
1.375%, 01/15/2020		$	3,602,164	$	4,309,932
United States Treasury Notes - 2.87%
1.375%, 11/30/2015			10,750,000		11,096,859
TOTAL UNITED STATES TREASURY OBLIGATIONS (Cost $15,261,352)				$	15,406,791
FOREIGN GOVERNMENT BONDS/NOTES - 4.66%
Canadian Government 2.500%, 06/01/2015 (b)
	CAD		3,250,000	$	3,426,963
Canadian Government Real Real Return TIPS 4.250%, 12/01/2021 (b)
	CAD		2,925,000		4,239,599
New Zealand Government 6.000%, 12/15/2017 (b)
	NZD		3,800,000		3,623,788
Norwegian Government 4.250%, 05/19/2017 (b)
	NOK		17,000,000		3,330,800
United Kingdom Treasury Notes 1.750%, 01/22/2017 (b)
	GBP		2,000,000		3,393,512
TOTAL FOREIGN GOVERNMENT BONDS/NOTES (Cost $17,074,463)				$	18,014,662

See Notes to the Financial Statements. The Leuthold Funds - 2012 Annual Report 91  

Leuthold Global Fund

Consolidated Schedule of Investments (continued)

September 30, 2012

	Shares		Fair Value
SHORT-TERM INVESTMENTS - 3.43%
Money Market Funds - 3.43%
Fidelity Institutional Money Market Fund - Government Portfolio 0.01% (c)		13,267,334	$	13,267,334
TOTAL SHORT-TERM INVESTMENTS (Cost $13,267,334)			$	13,267,334
Total Investments (Cost $343,750,526) - 97.12%			$	375,684,629
Other Assets in Excess of Liabilities - 2.88% (f)				11,157,030
TOTAL NET ASSETS - 100.00%			$	386,841,659

Percentages are stated as a percent of net assets.
ADR American Depository Receipt
CAD Canadian Dollar
GBP British Pound
NZD New Zealand Dollar
NOK Norwegian Krone
(a)	Non-income producing security.
(b)	Foreign issued security.
(c)	The rate quoted is the annualized seven-day yield as of September 30, 2012.
(d)	Illiquid Security. The fair value of these securities total $48,052 which represent 0.01% of total net assets.
(e)	The security is currently being fair valued in accordance with procedures established by the Board of Directors of the Leuthold Funds due to a halt in trading of the security on January 26, 2011.
(f)	All or a portion of the assets have been committed as collateral for open securities sold short.

The Global Industry Classification Standard (GICS®) was developed by and/or is the exclusive property of MSCI, Inc. and Standard & Poor’s Financial Services LLC (“S&P”). GICS is a service mark of MSCI and S&P and has been licensed for use by U.S. Bancorp Fund Services, LLC.

92 The Leuthold Funds - 2012 Annual Report See Notes to the Financial Statements.  

Leuthold Global Fund

Consolidated Schedule of Investments (continued)

September 30, 2012

	Fair Value		Percentage of Total Investments
CURRENCY EXPOSURE September 30, 2012
Australian Dollar	$	2,920,879		0.78	%
Brazilian Real		2,575,714		0.69
British Pound		13,943,999		3.71
Canadian Dollar		10,519,136		2.80
Danish Kroner		3,140,290		0.84
Euro		20,774,814		5.53
Hong Kong Dollar		4,065,917		1.08
Japanese Yen		13,703,683		3.65
Malaysian Ringgit		5,754,293		1.53
New Taiwan Dollar		2,221,070		0.59
New Zealand Dollar		4,795,523		1.28
Norwegian Krone		6,828,169		1.82
Polish Zloty		2,534,655		0.67
Singapore Dollar		797,921		0.21
South African Rand		6,117,086		1.63
Swiss Franc		2,312,323		0.61
Thai Baht		9,041,043		2.41
US Dollar		244,852,394		65.17
		356,898,909		95.00	%
Precious Metals		18,785,720		5.00	%
Total Investments	$	375,684,629		100.00	%

	Fair Value		Percentage of Total Investments
PORTFOLIO DIVERSIFICATION September 30, 2012
Australia	$	2,920,879		0.78	%
Austria		573,677		0.15
Bermuda		10,319,579		2.75
Brazil		6,323,634		1.68
Britain		15,977,873		4.25
Canada		17,268,994		4.60
Cayman Islands		917,623		0.24
China		3,715,963		0.99
Denmark		3,140,290		0.84
Finland		588,275		0.16
France		7,294,195		1.94
Germany		10,469,324		2.79
Hong Kong		1,774,145		0.47
Indonesia		1,137,028		0.30
Ireland		1,230,466		0.33
Italy		555,810		0.15
Japan		13,703,683		3.65
Malaysia		5,754,293		1.53
Netherlands		4,101,160		1.09
New Zealand		4,795,523		1.28
Norway		8,452,707		2.25
Panama		1,179,797		0.31
Poland		2,534,655		0.67
Singapore		797,921		0.21
South Africa		6,117,086		1.63
South Korea		890,381		0.24
Spain		1,573,375		0.42
Switzerland		2,312,323		0.61
Taiwan		2,221,070		0.59
Thailand		9,041,043		2.41
United States		209,216,137		55.69
		356,898,909		95.00	%
Precious Metals		18,785,720		5.00	%
Total Investments	$	375,684,629		100.00	%

See Notes to the Financial Statements. The Leuthold Funds - 2012 Annual Report 93  

Leuthold Global Fund

Consolidated Schedule of Securities Sold Short - (a)

September 30, 2012

	Shares		Fair Value
INVESTMENT COMPANIES - 2.46%
Exchange Traded Funds - 2.46%
iShares MSCI EAFE
Index Fund		179,192	$	9,497,176
TOTAL INVESTMENT COMPANIES
(Proceeds $9,738,455)			$	9,497,176
TOTAL SECURITIES SOLD SHORT
(Proceeds $9,738,455) - 2.46%			$	9,497,176

Percentages are stated as a percent of net assets.

(a)   All securities sold short are non-income producing.

The Global Industry Classification Standard (GICS®) was developed by and/or is the exclusive property of MSCI, Inc. and Standard & Poor’s Financial Services LLC (“S&P”). GICS is a service mark of MSCI and S&P and has been licensed for use by U.S. Bancorp Fund Services, LLC.

94 The Leuthold Funds - 2012 Annual Report See Notes to the Financial Statements.  

Leuthold Select Industries Fund

Schedule of Investments

September 30, 2012

	Shares		Fair Value
COMMON STOCKS - 100.23%
Biotechnology - 1.15%
Alexion Pharmaceuticals, Inc. (a)		1,353	$	154,783
Chemicals - 7.18%
Agrium, Inc. (b)		1,697		175,572
CF Industries Holdings, Inc.		803		178,459
Huntsman Corp.		9,701		144,836
Monsanto Co.		3,356		305,463
Mosaic Co.		2,814		162,114
				966,444
Commercial Banks - 14.06%
Banco Bilbao Vizcaya Argentaria SA - ADR		5,201		40,308
Banco Santander SA - ADR		8,955		66,804
BB&T Corp.		4,221		139,968
Chemical Financial Corp.		1,166		28,217
Citizens Republic Bancorp, Inc. (a)		2,640		51,084
Credicorp, Ltd. (b)		1,118		140,063
East West Bancorp, Inc.		2,988		63,107
Fifth Third Bancorp		9,460		146,725
First Financial Bancorp		2,345		39,654
First Republic Bank		2,050		70,643
HSBC Holdings PLC - ADR		3,058		142,075
Huntington Bancshares, Inc.		17,834		123,055
International Bancshares Corp.		1,876		35,738
KeyCorp		12,260		107,152
Old National Bancorp		4,127		56,168
PacWest Bancorp		1,688		39,449
PNC Financial Services Group, Inc.		2,023		127,651
Sumitomo Mitsui Financial Group, Inc. - ADR		6,496		40,145
Susquehanna Bancshares, Inc.		4,006		41,903
Umpqua Holdings Corp.		2,975		38,348
Webster Financial Corp.		3,015		71,455
Wells Fargo & Co.		8,197		283,042
				1,892,754

	Shares		Fair Value
Computers & Peripherals - 3.32%
Apple, Inc.		670	$	447,064
Consumer Finance - 5.82%
American Express Co.		1,661		94,444
Capital One Financial Corp.		3,926		223,821
Discover Financial Services		6,150		244,340
Ezcorp, Inc. - Class A (a)		2,774		63,608
First Cash Financial Services, Inc. (a)		1,380		63,494
SLM Corp.		5,922		93,094
				782,801
Food & Staples Retailing - 3.03%
CVS Caremark Corp.		4,247		205,640
Walgreen Co.		5,547		202,132
				407,772
Health Care Providers & Services - 3.62%
Humana, Inc.		1,635		114,695
UnitedHealth Group, Inc.		3,738		207,122
WellCare Health Plans, Inc. (a)		898		50,782
WellPoint, Inc.		1,983		115,034
				487,633
Hotels, Restaurants & Leisure - 2.07%
Carnival Corp.		3,698		134,755
Starwood Hotels & Resorts Worldwide, Inc.		2,479		143,683
				278,438
Household Durables - 0.38%
NACCO Industries, Inc. - Class A		402		50,415

See Notes to the Financial Statements. The Leuthold Funds - 2012 Annual Report 95  

Leuthold Select Industries Fund

Schedule of Investments (continued)

September 30, 2012

	Shares		Fair Value
COMMON STOCKS - 100.23% (continued)
Insurance - 4.49%
ACE, Ltd. (b)		1,715	$	129,654
Allied World Assurance Co. Holdings AG (b)		817		63,113
Allstate Corp.		3,765		149,132
Chubb Corp.		1,728		131,812
Fidelity National Financial, Inc. - Class A		3,310		70,801
WR Berkley Corp.		1,608		60,284
				604,796
IT Services - 11.11%
Accenture PLC - Class A (b)		1,114		78,013
Alliance Data Systems Corp. (a)		482		68,420
Amdocs, Ltd. (a)		2,119		69,906
Cognizant Technology Solutions Corp. - Class A (a)		1,053		73,626
Convergys Corp.		3,779		59,217
DST Systems, Inc.		1,032		58,370
Fiserv, Inc. (a)		1,260		93,278
Gartner, Inc. (a)		1,371		63,189
Global Payments, Inc.		1,394		58,311
International Business Machines Corp.		1,030		213,674
Jack Henry & Associates, Inc.		1,916		72,616
Mastercard, Inc. - Class A		335		151,246
Sapient Corp. (a)		6,762		72,083
Teradata Corp. (a)		882		66,512
Total System Services, Inc.		2,492		59,060
Visa, Inc. - Class A		1,193		160,196
Western Union Co.		4,247		77,380
				1,495,097

	Shares		Fair Value
Machinery - 6.64%
AGCO Corp. (a)		1,742	$	82,710
Caterpillar, Inc.		1,675		144,117
CNH Global NV (a)(b)		1,434		55,596
Cummins, Inc.		1,836		169,298
Deere & Co.		1,715		141,470
Oshkosh Corp. (a)		3,109		85,280
Sauer-Danfoss, Inc.		831		33,414
Toro Co.		2,010		79,958
WABCO Holdings, Inc.		1,755		101,211
				893,054
Multiline Retail - 4.26%
Big Lots, Inc. (a)		2,385		70,548
Dollar General Corp. (a)		2,104		108,440
Dollar Tree, Inc. (a)		2,653	��	128,074
Family Dollar Stores, Inc.		1,233		81,748
Target Corp.		2,908		184,571
				573,381
Office Electronics - 0.29%
Zebra Technologies Corp. - Class A (a)		1,045		39,229
Oil, Gas & Consumable Fuels - 6.14%
Chevron Corp.		1,059		123,437
CVR Energy, Inc. (a)		1,943		71,405
Delek US Holdings, Inc.		3,135		79,911
Exxon Mobil Corp.		1,688		154,368
HollyFrontier Corp.		2,023		83,489
Marathon Petroleum Corp.		1,394		76,098
Tesoro Corp. (a)		2,479		103,870
Valero Energy Corp.		2,653		84,047
Western Refining, Inc.		1,876		49,114
				825,739

96 The Leuthold Funds - 2012 Annual Report See Notes to the Financial Statements.  

Leuthold Select Industries Fund

Schedule of Investments (continued)

September 30, 2012

	Shares		Fair Value
COMMON STOCKS - 100.23% (continued)
Pharmaceuticals - 11.91%
Allergan, Inc.		1,184	$	108,431
Bristol-Myers Squibb Co.		4,489		151,504
Eli Lilly & Co.		3,310		156,927
Jazz Pharmaceuticals PLC (a)(b)		1,769		100,851
Merck & Co., Inc.		3,457		155,911
Mylan, Inc. (a)		5,695		138,958
Novartis AG - ADR		1,340		82,088
Novo Nordisk A/S - ADR		642		101,314
Pfizer, Inc.		9,554		237,417
ViroPharma, Inc. (a)		3,015		91,113
Warner Chilcott PLC - Class A (b)		9,635		130,072
Watson Pharmaceuticals, Inc. (a)		1,742		148,349
				1,602,935
Road & Rail - 7.68%
Canadian National Railway Co. (b)		1,674		147,697
Canadian Pacific Railway, Ltd. (b)		1,715		142,157
CSX Corp.		6,914		143,466
Genesee & Wyoming, Inc. - Class A (a)		1,018		68,063
Kansas City Southern		1,300		98,514
Norfolk Southern Corp.		3,063		194,899
Union Pacific Corp.		2,010		238,587
				1,033,383
Specialty Retail - 6.56%
Aaron’s, Inc.		2,345		65,214
Bed Bath & Beyond, Inc. (a)		2,275		143,325
The Home Depot, Inc.		6,015		363,126
Lowe’s Cos, Inc.		4,636		140,193
Pier 1 Imports, Inc.		5,505		103,164
Williams-Sonoma, Inc.		1,552		68,241
				883,263

	Shares		Fair Value
Trading Companies & Distributors - 0.52%
Applied Industrial Technologies, Inc.		1,688	$	69,934
TOTAL COMMON STOCKS (Cost $11,999,399)			$	13,488,915
SHORT-TERM INVESTMENTS - 0.17%
Money Market Funds - 0.17%
Fidelity Institutional Money Market Fund - Government Portfolio 0.01% (c)		22,753	$	22,753
TOTAL SHORT-TERM INVESTMENTS (Cost $22,753)			$	22,753
Total Investments (Cost $12,022,152) - 100.40%			$	13,511,668
Liabilities in Excess of Other Assets - (0.40)%				(53,241	)
TOTAL NET ASSETS - 100.00%			$	13,458,427

Percentages are stated as a percent of net assets.
ADR American Depository Receipt
(a)	Non-income producing security.
(b)	Foreign issued security.
(c)	The rate quoted is the annualized seven-day yield as of September 30, 2012.

The Global Industry Classification Standard (GICS®) was developed by and/or is the exclusive property of MSCI, Inc. and Standard & Poor’s Financial Services LLC (“S&P”). GICS is a service mark of MSCI and S&P and has been licensed for use by U.S. Bancorp Fund Services, LLC.

See Notes to the Financial Statements. The Leuthold Funds - 2012 Annual Report 97  

Leuthold Global Industries Fund

Schedule of Investments

September 30, 2012

	Shares		Fair Value
COMMON STOCKS - 97.28%
Airlines - 4.49%
Alaska Air Group, Inc. (a)		1,061	$	37,199
China Eastern Airlines Corp., Ltd. (a)(b)		56,000		16,969
China Southern Airlines Co., Ltd. (a)(b)		40,000		17,493
Copa Holdings SA - Class A (b)		496		40,310
easyJet PLC (b)		4,517		42,453
JetBlue Airways Corp. (a)		7,044		33,741
Ryanair Holdings PLC - ADR (a)		1,302		41,989
Southwest Airlines Co.		4,275		37,492
U.S. Airways Group, Inc. (a)		3,049		31,892
United Continental Holdings, Inc. (a)		1,788		34,866
Westjet Airlines, Ltd. (b)		1,222		21,690
				356,094
Auto Components - 7.74%
Brembo SpA (b)		1,894		19,143
Cie Generale des Etablissements Michelin (b)		1,036		81,121
Continental AG (a)(b)		784		76,890
Cooper Tire & Rubber Co.		1,906		36,557
Dana Holding Corp.		2,730		33,579
Faurecia (b)		2,074		34,305
GKN PLC (b)		11,492		39,958
Leoni AG (b)		1,044		39,089
Magna International, Inc. (b)		1,330		57,536
Plastic Omnium SA (b)		734		18,265
Showa Corp. (a)(b)		4,500		39,655
Sumitomo Rubber Industries, Ltd. (b)		3,200		38,056
Tianneng Power International, Ltd. (b)		34,000		20,578
TRW Automotive Holdings Corp. (a)		1,812		79,203
				613,935

	Shares		Fair Value
Chemicals - 7.62%
Agrium, Inc. (b)		803	$	83,078
CF Industries Holdings, Inc.		380		84,451
Chr. Hansen Holding A/S (b)		2,363		71,010
Dongyue Group (b)		68,000		29,951
Innophos Holdings, Inc.		722		35,010
Mosaic Co.		1,372		79,041
Nippon Shokubai Co., Ltd. (b)		4,000		44,736
Rockwood Holdings, Inc.		1,335		62,211
Yara International ASA (b)		1,600		80,342
Zeon Corp. (b)		5,000		34,766
				604,596
Commercial Banks - 11.12%
Bank of the Ozarks, Inc.		1,348		46,466
BB&T Corp.		3,551		117,751
Fifth Third Bancorp		8,752		135,743
First Citizens BancShares, Inc. - Class A		110		17,919
Fulton Financial Corp.		4,098		40,406
Hachijuni Bank, Ltd. (b)		3,000		16,633
Huntington Bancshares, Inc.		18,504		127,678
International Bancshares Corp.		1,031		19,640
KeyCorp		14,363		125,533
Laurentian Bank of Canada (b)		394		18,548
National Penn Bancshares, Inc.		4,193		38,198
PNC Financial Services Group, Inc.		1,595		100,644
San-In Godo Bank, Ltd. (b)		2,000		14,564
Webster Financial Corp.		2,641		62,592
				882,315
Computers & Peripherals - 2.00%
Apple, Inc.		114		76,068
Gemalto NV (b)		938		82,496
				158,564

98 The Leuthold Funds - 2012 Annual Report See Notes to the Financial Statements.  

Leuthold Global Industries Fund

Schedule of Investments (continued)

September 30, 2012

	Shares		Fair Value
COMMON STOCKS - 97.28% (continued)
Consumer Finance - 7.91%
Capital One Financial Corp.		1,817	$	103,587
Cash America International, Inc.		1,748		67,420
Credit Acceptance Corp. (a)		1,258		107,572
Credit Saison Co., Ltd. (b)		2,900		70,064
Discover Financial Services		4,586		182,202
International Personal Finance PLC (b)		9,750		47,285
Provident Financial PLC (b)		2,228		49,447
				627,577
Diversified Telecommunication Services - 7.56%
Asia Pacific Telecom Co.,
Ltd. (a)(b)		67,000		39,976
BT Group PLC (b)		15,864		59,137
Elisa OYJ (b)		895		20,253
France Telecom SA - ADR		3,122		38,151
Jasmine International PCL (b)		692,400		87,072
Manitoba Telecom Services, Inc. (b)		1,180		40,510
Telecom Corp. of New Zealand, Ltd. (b)		20,495		40,351
Telefonica SA - ADR		4,173		55,418
Telekom Malaysia Bhd (b)		20,600		41,657
Telekomunikasi Indonesia Persero Tbk PT - ADR		981		38,190
Telstra Corp., Ltd. (b)		14,948		60,599
Time dotCom Bhd (b)		18,200		18,412
Verizon Communications, Inc.		1,315		59,925
				599,651

	Shares		Fair Value
Health Care Providers & Services - 9.07%
Bangkok Dusit Medical
Services PCL (b)		24,200	$	84,464
Community Health Systems, Inc. (a)		3,007		87,624
HCA Holdings, Inc.		2,715		90,274
Health Management Associates, Inc. - Class A (a)		5,427		45,533
KPJ Healthcare Bhd (b)		19,000		37,830
Life Healthcare Group Holdings, Ltd. (b)		9,739		37,207
LifePoint Hospitals, Inc. (a)		1,952		83,507
Netcare, Ltd. (b)		38,631		82,945
Ramsay Health Care, Ltd. (b)		1,577		39,203
Select Medical Holdings Corp. (a)		3,897		43,763
Universal Health Services, Inc. - Class B		1,906		87,161
				719,511
Insurance - 13.65%
Allianz SE (b)		653		77,879
Alterra Capital Holdings, Ltd. (b)		1,606		38,448
American International Group, Inc. (a)		2,382		78,106
Arch Capital Group, Ltd. (a)(b)		986		41,096
Assurant, Inc.		1,081		40,321
Endurance Specialty Holdings, Ltd. (b)		1,055		40,618
Everest Re Group, Ltd. (b)		731		78,188
Genworth Financial, Inc. - Class A (a)		7,289		38,121
Gjensidige Forsikring ASA (b)		2,863		39,777
Hannover Rueckversicherung AG (a)(b)		1,244		79,606
Muenchener Rueckversicherungs AG (b)		534		83,498

See Notes to the Financial Statements. The Leuthold Funds - 2012 Annual Report 99  

Leuthold Global Industries Fund

Schedule of Investments (continued)

September 30, 2012

	Shares		Fair Value
COMMON STOCKS - 97.28% (continued)
Insurance - 13.65% (continued)
PartnerRe, Ltd. (b)		1,017	$	75,543
Powszechny Zaklad Ubezpieczen SA (b)		356		40,045
Reinsurance Group of America, Inc.		1,379		79,803
SCOR SE (b)		3,026		77,999
Swiss Re AG (b)		1,175		75,604
Validus Holdings, Ltd. (b)		2,310		78,332
Vienna Insurance Group AG Wiener Versicherung Gruppe (b)		465		19,745
				1,082,729
Leisure Equipment & Products - 3.07%
Hasbro, Inc.		1,377		52,560
Mattel, Inc.		1,831		64,964
Merida Industry Co., Ltd. (b)		11,500		42,148
Nikon Corp. (b)		1,600		43,996
Tamron Co., Ltd. (b)		1,300		39,691
				243,359
Office Electronics - 0.66%
Xerox Corp.		7,189		52,767
Oil, Gas & Consumable Fuels - 5.81%
BP PLC - ADR		1,639		69,428
Chevron Corp.		553		64,458
China Petroleum & Chemical Corp. - ADR		526		48,613
Polskie Gornictwo Naftowe i Gazownictwo SA (b)		43,027		54,693
PTT PCL (b)		4,800		51,197
Royal Dutch Shell PLC - ADR		836		58,027
Statoil ASA - ADR		2,150		55,448
Suncor Energy, Inc. (b)		1,811		59,491
				461,355

	Shares		Fair Value
Paper & Forest Products - 0.03%
China Forestry Holdings Co., Ltd. (a)(b)(d)(e)		116,000	$	2,244
Pharmaceuticals - 1.57%
Abbott Laboratories		593		40,656
Eli Lilly & Co.		1,768		83,821
				124,477
Road & Rail - 6.65%
Amerco, Inc.		268		28,504
ComfortDelGro Corp., Ltd. (b)		20,000		27,899
CSX Corp.		2,475		51,356
DSV A/S (b)		1,817		40,791
Firstgroup PLC (b)		6,895		26,727
Go-Ahead Group PLC (b)		843		17,897
Guangshen Railway Co., Ltd. (b)		42,000		13,553
Hitachi Transport System, Ltd. (b)		1,000		16,757
MTR Corp., Ltd. (b)		11,000		41,585
Nippon Express Co., Ltd. (b)		9,000		34,090
Norfolk Southern Corp.		892		56,758
Ryder System, Inc.		685		26,756
Sankyu, Inc. (b)		5,000		18,876
Seino Holdings Co., Ltd. (b)		3,000		18,993
Stagecoach Group PLC (b)		5,640		25,606
Tokyu Corp. (b)		7,000		33,437
TransForce, Inc. (b)		965		17,080
Werner Enterprises, Inc.		1,462		31,243
				527,908
Trading Companies & Distributors - 3.17%
Applied Industrial Technologies, Inc.		2,211		91,602
Travis Perkins PLC (b)		3,475		58,568
WESCO International, Inc. (a)		1,769		101,187
				251,357

100 The Leuthold Funds - 2012 Annual Report See Notes to the Financial Statements.  

Leuthold Global Industries Fund

Schedule of Investments (continued)

September 30, 2012

	Shares		Fair Value
COMMON STOCKS - 97.28% (continued)
Water Utilities - 1.07%
Cia de Saneamento Basico do Estado de Sao Paulo (b)		2,096	$	85,288
Wireless Telecommunication Services - 4.09%
Axiata Group Bhd (b)		44,900		95,344
MTN Group, Ltd. (b)		4,430		85,522
Tim Participacoes SA - ADR		1,403		26,965
Total Access Communication PCL (b)		38,800		116,416
				324,247
TOTAL COMMON STOCKS (Cost $7,048,000)			$	7,717,974
PREFERRED STOCKS - 1.25%
Diversified Telecommunication Services - 1.25%
Oi SA - ADR		10,270	$	41,285
Telefonica Brasil SA - ADR		2,679		58,242
TOTAL PREFERRED STOCKS (Cost $96,435)			$	99,527
SHORT-TERM INVESTMENTS - 1.63%
Money Market Funds - 1.63%
Fidelity Institutional Money Market Fund - Government Portfolio 0.01% (c)		129,418	$	129,418
TOTAL SHORT-TERM INVESTMENTS (Cost $129,418)			$	129,418

	Shares	Fair Value
Total Investments (Cost $7,273,853) - 100.16%		$	7,946,919
Liabilities in Excess of Other Assets - (0.16)%			(12,307	)
TOTAL NET ASSETS - 100.00%		$	7,934,612

Percentages are stated as a percent of net assets.
ADR American Depository Receipt
(a)	Non-income producing security.
(b)	Foreign issued security.
(c)	The rate quoted is the annualized seven-day yield as of September 30, 2012.
(d)	Illiquid Security. The fair value of these securities total $2,244 which represent 0.03% of total net assets.
(e)	The security is currently being fair valued in accordance with procedures established by the Board of Directors of the Leuthold Funds due to a halt in trading of the security on January 26, 2011.

The Global Industry Classification Standard (GICS®) was developed by and/or is the exclusive property of MSCI, Inc. and Standard & Poor’s Financial Services LLC (“S&P”). GICS is a service mark of MSCI and S&P and has been licensed for use by U.S. Bancorp Fund Services, LLC.

See Notes to the Financial Statements. The Leuthold Funds - 2012 Annual Report 101  

Leuthold Global Industries Fund

Schedule of Investments (continued)

September 30, 2012

			Percentage
	Fair		of Total
	Value		Investments
CURRENCY EXPOSURE
September 30, 2012
Australian Dollar	$	99,802	1.26	%
Brazilian Real		85,288	1.07
British Pound		367,079	4.62
Canadian Dollar		97,828	1.23
Danish Kroner		111,801	1.40
Euro		710,289	8.94
Hong Kong Dollar		142,372	1.79
Japanese Yen		464,314	5.84
Malaysian Ringgit		193,243	2.43
New Taiwan Dollar		82,124	1.03
New Zealand Dollar		40,351	0.51
Norwegian Krone		120,119	1.51
Polish Zloty		94,738	1.19
Singapore Dollar		27,899	0.35
South African Rand		205,674	2.59
Swiss Franc		75,604	0.95
Thai Baht		339,149	4.27
US Dollar		4,689,245	59.02
Total Investments	$	7,946,919	100.00	%
			Percentage
	Fair		of Total
	Value		Investments
PORTFOLIO DIVERSIFICATION
September 30, 2012
Australia	$	99,802	1.26	%
Austria		19,745	0.25
Bermuda		352,225	4.43
Brazil		211,780	2.67
Britain		294,958	3.72
Canada		297,933	3.75
China		128,823	1.62
Denmark		111,801	1.40
Finland		20,253	0.26
France		249,841	3.14
Germany		356,962	4.49
Hong Kong		62,163	0.78
Indonesia		38,190	0.48
Ireland		41,989	0.53
Italy		19,143	0.24
Japan		464,314	5.84
Malaysia		193,243	2.43
Netherlands		140,523	1.77
New Zealand		40,351	0.51
Norway		175,567	2.21
Panama		40,310	0.51
Poland		94,738	1.19
Singapore		27,899	0.35
South Africa		205,674	2.59
Spain		55,418	0.70
Switzerland		75,604	0.95
Taiwan		42,148	0.53
Taiwan, Province of China		39,976	0.50
Thailand		339,149	4.27
United Kingdom		141,548	1.78
United States		3,564,849	44.85
Total Investments	$	7,946,919	100.00	%

102 The Leuthold Funds - 2012 Annual Report See Notes to the Financial Statements.  

Leuthold Global Clean Technology Fund

Schedule of Investments

September 30, 2012

	Shares		Fair Value
COMMON STOCKS - 95.34%
Auto Components - 9.18%
Gentherm, Inc. (a)		28,742	$	357,551
Johnson Controls, Inc.		5,986		164,016
Tenneco, Inc. (a)		9,767		273,476
				795,043
Building Products - 0.46%
Ameresco, Inc. - Class A (a)		3,375		39,859
Chemicals - 5.41%
ADA-ES, Inc. (a)		19,846		468,564
Commercial Services & Supplies - 7.50%
Clean Harbors, Inc. (a)		7,154		349,473
Newalta Corp. (b)		20,417		300,097
				649,570
Construction & Engineering - 2.86%
Chicago Bridge & Iron Co. NV (b)		6,517		248,233
Electrical Equipment - 8.31%
2G energy AG (a)(b)		3,906		179,522
ABB, Ltd. - ADR		10,653		199,211
Polypore International, Inc. (a)		8,428		297,930
Roper Industries, Inc.		394		43,297
				719,960
Electronic Equipment, Instruments & Components - 13.76%
5N Plus, Inc. (a)(b)		144,366		312,785
Dialight PLC (b)		16,034		311,224
Horiba, Ltd. (b)		8,500		250,575
LPKF Laser & Electronics AG (b)		14,977		318,017
				1,192,601
Food Products - 4.93%
Cosan, Ltd. - Class A (a)(b)		26,929		427,094
	Shares		Fair Value
Internet Software & Services - 6.15%
World Energy Solutions, Inc. (a)		127,094	$	532,524
Machinery - 23.22%
Chart Industries, Inc. (a)		1,676		123,773
CLARCOR, Inc.		6,269		279,785
Donaldson Co., Inc.		4,523		156,993
ESCO Technologies, Inc.		7,243		281,391
ITT Corp.		5,507		110,966
Kurita Water Industries, Ltd. (b)		7,600		168,029
Pall Corp.		3,794		240,881
Pentair, Ltd. (b)		8,210		365,427
Xylem, Inc.		11,330		284,949
				2,012,194
Metals & Mining - 5.50%
Horsehead Holding Corp. (a)		30,884		288,456
Umicore SA (b)		3,595		188,194
				476,650
Software - 2.96%
PSI AG Gesellschaft Fuer Produkte und Systeme der Informations technologie (b)		12,196		256,800
Water Utilities - 5.10%
American Water Works Co., Inc.		6,770		250,896
Aqua America, Inc.		5,772		142,915
Cia de Saneamento Basico do Estado de Sao Paulo - ADR		592		48,076
				441,887
TOTAL COMMON STOCKS (Cost $7,413,803)			$	8,260,979

See Notes to the Financial Statements. The Leuthold Funds - 2012 Annual Report 103  

Leuthold Global Clean Technology Fund

Schedule of Investments (continued)

September 30, 2012

	Shares		Fair Value
PREFERRED STOCKS - 1.02%
Electric Utilities - 1.02%
Cia Energetica de Minas Gerais - ADR		7,303	$	88,512
TOTAL PREFERRED STOCKS
(Cost $92,291)			$	88,512
	Number of
	Warrants		Fair Value
WARRANTS - 0.0%
Cereplast, Inc.
Expiration: December 10, 2015, Exercise Price: $4.44 (a)		107,000	$	—
TOTAL WARRANTS
(Cost $0)			$	—
	Shares		Fair Value
SHORT-TERM INVESTMENTS - 2.79%
Money Market Funds - 2.79%
Fidelity Institutional Money Market Fund - Government Portfolio 0.01% (c)		241,755	$	241,755
TOTAL SHORT-TERM INVESTMENTS
(Cost $241,755)			$	241,755
Total Investments
(Cost $7,747,849) - 99.15%			$	8,591,246
Other Assets in Excess of Liabilities - 0.85%				73,340
TOTAL NET ASSETS - 100.00%			$	8,664,586

Percentages are stated as a percent of net assets.

ADR American Depository Receipt

(a) Non-income producing security.

(b) Foreign issued security.

(c) The rate quoted is the annualized seven-day yield as of September 30, 2012.

The Global Industry Classification Standard (GICS®) was developed by and/or is the exclusive property of MSCI, Inc. and Standard & Poor’s Financial Services LLC (“S&P”). GICS is a service mark of MSCI and S&P and has been licensed for use by U.S. Bancorp Fund Services, LLC.

104 The Leuthold Funds - 2012 Annual Report See Notes to the Financial Statements.  

Leuthold Global Clean Technology Fund

Schedule of Investments (continued)

September 30, 2012

			Percentage
	Fair		of Total
	Value		Investments
CURRENCY EXPOSURE
September 30, 2012
British Pound	$	311,224	3.62	%
Canadian Dollar		612,882	7.14
Euro		942,532	10.97
Japanese Yen		418,604	4.87
US Dollar		6,306,004	73.40
Total Investments	$	8,591,246	100.00	%
			Percentage
	Fair		of Total
	Value		Investments
PORTFOLIO DIVERSIFICATION
September 30, 2012
Belgium	$	188,194	2.19	%
Brazil		563,682	6.56
Britain		311,224	3.62
Canada		612,882	7.14
Germany		754,339	8.78
Japan		418,604	4.87
Netherlands		248,233	2.89
Switzerland		564,638	6.57
United States		4,929,450	57.38
Total Investments	$	8,591,246	100.00	%

See Notes to the Financial Statements. The Leuthold Funds - 2012 Annual Report 105  

Grizzly Short Fund

Schedule of Investments

September 30, 2012

	Shares		Fair Value
SHORT-TERM INVESTMENTS - 4.01%
Money Market Funds - 4.01%
Fidelity Institutional Money Market Fund - Government Portfolio 0.01% (a)		5,461,654	$	5,461,654
TOTAL SHORT-TERM INVESTMENTS
(Cost $5,461,654)			$	5,461,654
Total Investments
(Cost $5,461,654) - 4.01%			$	5,461,654
Other Assets in Excess of Liabilities - 95.99% (b)				130,824,355
TOTAL NET ASSETS - 100.00%			$	136,286,009

Percentages are stated as a percent of net assets.

(a) The rate quoted is the annualized seven-day yield as of September 30, 2012.

(b) All or a portion of the assets have been committed as collateral for open securities sold short.

The Global Industry Classification Standard (GICS®) was developed by and/or is the exclusive property of MSCI, Inc. and Standard & Poor’s Financial Services LLC (“S&P”). GICS is a service mark of MSCI and S&P and has been licensed for use by U.S. Bancorp Fund Services, LLC.

106 The Leuthold Funds - 2012 Annual Report See Notes to the Financial Statements.  

Grizzly Short Fund

Schedule of Securities Sold Short - (a)

September 30, 2012

	Shares		Fair Value
COMMON STOCKS - 84.37%
Air Freight & Logistics - 1.66%
Expeditors International of Washington, Inc.		62,096	$	2,257,811
Building Products - 1.45%
Fortune Brands Home & Security, Inc.		72,972		1,970,974
Capital Markets - 4.44%
Credit Suisse Group AG - ADR		84,959		1,796,883
Jefferies Group, Inc.		149,920		2,052,405
Lazard, Ltd. - Class A (b)		75,252		2,199,616
				6,048,904
Chemicals - 1.35%
Ashland, Inc.		25,786		1,846,278
Communications Equipment - 4.69%
Acme Packet, Inc.		73,264		1,252,814
Aruba Networks, Inc.		104,605		2,352,043
EchoStar Corp. - Class A		27,189		779,237
JDS Uniphase Corp.		112,966		1,399,084
ViaSat, Inc.		16,197		605,444
				6,388,622
Computers & Peripherals - 1.21%
NetApp, Inc.		49,993		1,643,770
Construction Materials - 1.23%
Vulcan Materials Co.		35,551		1,681,562
Containers & Packaging - 1.22%
Sealed Air Corp.		107,178		1,656,972
Diversified Consumer Services - 1.35%
Sotheby’s		58,296		1,836,324
Diversified Telecommunication Services - 1.67%
Level 3 Communications, Inc.		99,226		2,279,221
	Shares		Fair Value
Electric Utilities - 0.75%
Korea Electric Power Corp. - ADR		82,035	$	1,018,875
Electrical Equipment - 0.46%
II-VI, Inc.		33,153		630,570
Electronic Equipment, Instruments & Components - 1.89%
IPG Photonics Corp.		32,452		1,859,500
National Instruments Corp.		28,359		713,796
				2,573,296
Energy Equipment & Services - 1.86%
Gulfmark Offshore, Inc. - Class A		19,588		647,188
McDermott International, Inc.		154,364		1,886,328
				2,533,516
Food Products - 3.28%
BRF - Brasil Foods SA - ADR		130,683		2,260,816
Kellogg Co.		42,742		2,208,052
				4,468,868
Gas Utilities - 2.32%
AGL Resources, Inc.		36,194		1,480,696
Piedmont Natural Gas Co., Inc.		26,487		860,298
South Jersey Industries, Inc.		15,612		826,343
				3,167,337
Health Care Equipment & Supplies - 1.81%
Alere, Inc.		32,685		637,031
Haemonetics Corp.		10,583		848,756
HeartWare International, Inc.		10,349		977,877
				2,463,664
Health Care Providers & Services - 1.70%
Brookdale Senior Living, Inc.		99,693		2,314,871

See Notes to the Financial Statements. The Leuthold Funds - 2012 Annual Report 107  

Grizzly Short Fund

Schedule of Securities Sold Short - (a) (continued)

September 30, 2012

	Shares		Fair Value
COMMON STOCKS - 84.37% (continued)
Hotels, Restaurants & Leisure - 4.99%
BJ’s Restaurants, Inc.		17,775	$	806,096
Chipotle Mexican Grill, Inc.		6,023		1,912,543
Marriott Vacations Worldwide Corp		49,642		1,788,105
MGM Resorts International		213,478		2,294,889
				6,801,633
Independent Power Producers & Energy Traders - 3.70%
Atlantic Power Corp.		51,689		773,267
Calpine Corp.		133,373		2,307,353
NRG Energy, Inc.		91,864		1,964,971
				5,045,591
Internet & Catalog Retail - 1.15%
Amazon.com, Inc.		6,139		1,561,270
Internet Software & Services - 2.90%
Facebook, Inc. - Class A		98,466		2,131,789
SINA Corp. (b)		28,242		1,826,692
				3,958,481
IT Services - 0.65%
ServiceSource International, Inc.		85,894		881,272
Machinery - 3.17%
Colfax Corp.		65,195		2,390,701
SPX Corp.		29,528		1,931,426
				4,322,127
Media - 3.25%
Liberty Global, Inc. - Class A		34,498		2,095,754
Lions Gate Entertainment Corp.		152,668		2,331,240
				4,426,994
	Shares		Fair Value
Metals & Mining - 2.80%
Compass Minerals International,
Inc.		29,236	$	2,180,713
Silver Standard Resources, Inc. (b)		56,951		912,925
Turquoise Hill Resources, Ltd. (b)		85,660		726,397
				3,820,035
Multiline Retail - 0.86%
JC Penney Co., Inc.		48,180		1,170,292
Oil, Gas & Consumable Fuels - 6.77%
Anadarko Petroleum Corp.		17,191		1,201,995
Arch Coal, Inc.		75,954		480,789
Bill Barrett Corp.		33,738		835,690
CONSOL Energy, Inc.		61,570		1,850,178
Forest Oil Corp.		143,021		1,208,527
SandRidge Energy, Inc.		172,081		1,199,405
Southwestern Energy Co.		36,252		1,260,845
Ultra Petroleum Corp.		54,086		1,188,810
				9,226,239
Real Estate Investment Trusts (REITs) - 4.41%
Corporate Office Properties Trust		54,576		1,308,187
Piedmont Office Realty Trust, Inc. - Class A		43,269		750,285
SL Green Realty Corp.		23,915		1,914,874
Vornado Realty Trust		25,143		2,037,840
				6,011,186
Semiconductors & Semiconductor Equipment - 5.96%
Cavium, Inc.		65,488		2,182,715
Freescale Semiconductor, Ltd.		78,351		745,118
Hittite Microwave Corp.		14,442		801,098
Micron Technology, Inc.		356,557		2,133,993
Microsemi Corp.		34,498		692,375
NXP Semiconductor N.V. (b)		62,915		1,573,504
				8,128,803

108 The Leuthold Funds - 2012 Annual Report See Notes to the Financial Statements.  

Grizzly Short Fund

Schedule of Securities Sold Short - (a) (continued)

September 30, 2012

	Shares		Fair Value
COMMON STOCKS - 84.37% (continued)
Software - 5.53%
Comverse Technology, Inc.		117,235	$	720,995
Guidewire Software, Inc.		29,762		924,110
MicroStrategy, Inc.		13,916		1,865,718
RealPage, Inc.		38,474		869,513
Solera Holdings, Inc.		38,533		1,690,443
Take-Two Interactive Software, Inc.		59,991		625,706
TiVo, Inc.		80,456		839,156
				7,535,641
Specialty Retail - 2.47%
Abercrombie & Fitch Co. - Class A		58,471		1,983,336
Five Below, Inc.		35,498		1,387,262
				3,370,598
Wireless Telecommunication Services - 1.42%
Sprint Nextel Corp.		351,799		1,941,931
TOTAL COMMON STOCKS
(Proceeds $114,448,452)			$	114,983,528
	Shares		Fair Value
INVESTMENT COMPANIES - 10.73%
Exchange Traded Funds - 10.73%
SPDR Dow Jones Industrial Average ETF Trust		109,080	$	14,622,174
TOTAL INVESTMENT COMPANIES
(Proceeds $14,292,034)			$	14,622,174
TOTAL SECURITIES SOLD SHORT
(Proceeds $128,740,486) - 95.10%			$	129,605,702

Percentages are stated as a percent of net assets.

ADR American Depository Receipt

(a) All securities sold short are non-income producing.

(b) Foreign issued security.

The Global Industry Classification Standard (GICS®) was developed by and/or is the exclusive property of MSCI, Inc. and Standard & Poor’s Financial Services LLC (“S&P”). GICS is a service mark of MSCI and S&P and has been licensed for use by U.S. Bancorp Fund Services, LLC.

See Notes to the Financial Statements. The Leuthold Funds - 2012 Annual Report 109  

The Leuthold Funds

Notes to the Financial Statements

1.	ORGANIZATIONAND SIGNIFICANT ACCOUNTING POLICIES
	Leuthold Funds, Inc. (the “Company”) was incorporated on August 30, 1995, as a Maryland Corporation and is registered with the Securities and Exchange Commission as an open-end management investment company under the Investment Company Act of 1940, as amended. The Company consists of seven series (the “Funds”) as follows:

Fund	Investment Objective	Inception – Retail Share Class	Inception – Institutional Share Class
Leuthold Core Investment Fund	Seeks total return consistent with prudent investment risk over the long-term	11/20/1995	1/31/2006
Leuthold Asset Allocation Fund	Seeks total return consistent with prudent investment risk over the long-term	5/24/2006	1/31/2007
Leuthold Global Fund	Seeks long-term capital appreciation and dividend income	7/1/2008	4/30/2008
Leuthold Select Industries Fund	Capital appreciation	6/19/2000	n/a
Leuthold Global Industries Fund	Seeks long-term capital appreciation and dividend income	5/17/2010	5/17/2010
Leuthold Global Clean Technology Fund	Seeks capital appreciation and long-term growth	7/22/2009	7/22/2009
Grizzly Short Fund	Capital appreciation	6/19/2000	n/a

	All classes of shares in a Fund have identical voting, dividend, liquidation, and other rights, and the same terms and conditions, except that certain fees and expenses, including distribution and shareholder servicing fees, may differ among classes. Each class has exclusive voting rights on any matters relating to that class’s servicing or distribution arrangements.
	The following is a summary of significant accounting policies consistently followed by the Funds.
a)	Investment Valuation – Securities listed on a national securities exchange are valued at the last sale price on the day the valuation is made, and securities that are traded on the NASDAQ Global Market, NASDAQ Global Select Market or the NASDAQ Capital Market are valued at the NASDAQ Official Closing Price. Price information on listed stocks is taken from the exchange where the security is primarily traded. Securities, including securities sold short, which are listed on an exchange but which are not traded on the valuation date are valued at the mean between the bid and the asked prices. Unlisted securities for which market quotations are readily available are valued at the latest quoted bid price or, if unavailable, at prices provided by an independent pricing service. Securities sold short which are not listed on an exchange but for which market quotations are readily available are valued at the average of the current bid and asked prices. Debt securities are valued at bid prices provided by an independent pricing service that may use a matrix pricing method or other analytical pricing model. Other assets, including certain investments in open-end investment companies, and securities for which no quotations are readily available are valued at fair value as determined in good faith by the Board of Directors and the Funds’ Fair Value Pricing Committee. Short-term instruments (those with remaining maturities of 60 days or less) are valued at amortized cost, which approximates market value. Exchange traded options are valued at the last reported sale price on an exchange on which the option is traded. If no sales are reported on a particular day, the mean between the highest bid and lowest asked quotations at the close of the exchanges is used. Non-exchange traded options also will be valued at the mean between the last bid and asked quotations. For options where market quotations are not readily available, fair value shall be determined.

110 The Leuthold Funds - 2012 Annual Report

The Leuthold Funds

	The Funds may invest in foreign securities. Trading in foreign securities may be completed at times that vary from the closing of the New York Stock Exchange. The Board has approved the use of their independent pricing provider’s proprietary fair value pricing model to assist in determining current valuation for foreign securities traded in markets that close prior to the New York Stock Exchange. Foreign securities quoted in foreign currencies are translated into U.S. dollars at current rates. Occasionally, events that affect these values and exchange rates may occur between the times at which they are determined and the closing of the New York Stock Exchange. If these events materially affect the value of portfolio securities, then these securities may be valued as determined in good faith by the Funds’ Board of Directors. Some of the factors which may be considered by the Board of Directors and the Funds’ Fair Value Pricing Committee in determining fair value are fundamental analytical data relating to the investment, the nature and duration of any restrictions on disposition, trading in similar securities of the same issuer or comparable companies, information from broker dealers, and an evaluation of the forces that influence the market in which the securities are purchased and sold. The use of fair value pricing by a Fund may cause the net asset value of its shares to differ significantly from the net asset value that would be calculated without regard to such considerations.
	Physical metals are valued at prices provided by an independent pricing service. The Leuthold Core Investment Fund, the Leuthold Asset Allocation Fund, the Leuthold Global Fund, the Leuthold Global Industries Fund, and the Leuthold Global Clean Technology Fund may invest in metals such as aluminum, copper, zinc, lead, nickel, tin, silver, palladium and other industrial and precious metals. Metals not traded on an exchange are valued at the mid-point between the closing bid and asked prices as obtained from a commonly used reputable pricing source.
b)	Fair Valuation Measurements – The Funds have adopted fair valuation accounting standards which establish a definition of fair value and set out a hierarchy for measuring fair value. These standards require additional disclosures about the various inputs and valuation techniques used to develop the measurements of fair value and a discussion of changes in valuation techniques and related inputs during the period. These inputs are summarized in the following three levels:
	Level 1 -	Quoted prices in active markets for identical securities.
	Level 2 -	Other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.).
	Level 3 -	Significant unobservable inputs (including the Funds’ own assumptions in determining the fair value of investments).

The Leuthold Funds - 2012 Annual Report 111  

The Leuthold Funds

The inputs or methodology used for valuing securities are not an indication of the risk associated with investing in those securities. The following is a summary of the inputs used to value the Funds’ net assets as of September 30, 2012:

Leuthold Core Investment Fund
Investments at Fair Value	Level 1		Level 2			Level 3		Total
Common Stocks	$	489,339,389	$	21,527,740		$	—	$	510,867,129
Preferred Stocks		1,392,570		—			—		1,392,570
Exchange Traded Funds		124,464,456		—			—		124,464,456
Precious Metals		—		43,019,237			—		43,019,237
Corporate Bonds		—		65,830,749			—		65,830,749
Rights		—		0	*		—		0
Money Market Funds		11,869,970		—			—		11,869,970
Total Investments in Securities	$	627,066,385	$	130,377,726		$	—	$	757,444,111
Securities Sold Short at Fair Value		Level 1		Level 2			Level 3		Total
Exchange Traded Funds - Short	$	19,627,038	$	—		$	—	$	19,627,038
Total Securities Sold Short	$	19,627,038	$	—		$	—	$	19,627,038

The basis for recognizing and valuing transfers is as of the end of the period in which transfers occur. There were transfers from Level 1 to Level 2 of common stocks in the amount of $2,498,139 during the year ended September 30, 2012. The transfers were due to the adjustment of fair value of certain securities due to developments that occurred between the time of the close of the foreign markets on which they trade and the close of regular session trading on the NYSE.

The Fund did not invest in any Level 3 securities during the period.

* Rights valued at $0 at September 30, 2012.

Leuthold Asset Allocation Fund
Investments at Fair Value	Level 1		Level 2			Level 3		Total
Common Stocks	$	390,716,942	$	17,182,929		$	—	$	407,899,871
Preferred Stocks		1,109,384		—			—		1,109,384
Exchange Traded Funds		98,528,317		—			—		98,528,317
Precious Metals		—		34,254,042			—		34,254,042
Corporate Bonds		—		54,104,986			—		54,104,986
Rights		—		0	*		—		0
Money Market Funds		4,878,903		—			—		4,878,903
Total Investments in Securities	$	495,233,546	$	105,541,957		$	—	$	600,775,503
Securities Sold Short at Fair Value		Level 1		Level 2			Level 3		Total
Exchange Traded Funds - Short	$	15,744,312	$	—		$	—	$	15,744,312
Total Securities Sold Short	$	15,744,312	$	—		$	—	$	15,744,312

The basis for recognizing and valuing transfers is as of the end of the period in which transfers occur. There were transfers from Level 1 to Level 2 of common stocks in the amount of $2,016,207 during the year ended September 30, 2012. The transfers were due to the adjustment of fair value of certain securities due to developments that occurred between the time of the close of the foreign markets on which they trade and the close of regular session trading on the NYSE.

The Fund did not invest in any Level 3 securities during the period.

* Rights valued at $0 at September 30, 2012.

112 The Leuthold Funds - 2012 Annual Report

The Leuthold Funds

Leuthold Global Fund
Investments at Fair Value	Level 1		Level 2		Level 3		Total
Common Stocks	$	155,839,281	$	87,421,871	$	48,052	$	243,309,204
Preferred Stocks		2,957,767		—		—		2,957,767
Exchange Traded Funds		35,855,505		—		—		35,855,505
Precious Metals		—		18,785,720		—		18,785,720
Corporate Bonds		—		28,087,646		—		28,087,646
United States Treasury Obligations		—		15,406,791		—		15,406,791
Foreign Government Bonds/Notes		—		18,014,662		—		18,014,662
Money Market Funds		13,267,334		—		—		13,267,334
Total Investments in Securities	$	207,919,887	$	167,716,690	$	48,052	$	375,684,629
Securities Sold Short at Fair Value		Level 1		Level 2		Level 3		Total
Exchange Traded Funds - Short	$	9,497,176	$	—	$	—	$	9,497,176
Total Securities Sold Short	$	9,497,176	$	—	$	—	$	9,497,176

The basis for recognizing and valuing transfers is as of the end of the period in which transfers occur. There were transfers from Level 1 to Level 2 of common stocks in the amount of $8,151,032 during the year ended September 30, 2012. The transfers were due to the adjustment of fair value of certain securities due to developments that occurred between the time of the close of the foreign markets on which they trade and the close of regular session trading on the NYSE.

The following is a reconciliation of Level 3 assets for which significant unobservable inputs were used to determine fair value:

	Investments in Securities at Fair Value
Balance as of September 30, 2011	$	472,086
Accrued discounts/premiums		—
Realized gain (loss)		—
Change in unrealized appreciation (depreciation)		(424,034	)
Purchases		—
Sales		—
Transfer in and/or out of Level 3		—
Balance as of September 30, 2012	$	48,052
Change in unrealized appreciation (depreciation) during the period ended for Level 3 investments held at September 30, 2012:	$	(424,034	)

The security is classified as a Level 3 security due to a halt in trading of the security on January 26, 2011. The security is valued at fair value as determined in good faith by the Directors. The Adviser submits a report to the Directors setting forth the factors considered in determining the price. The significant unobservable input used in the fair valuation of this security is a discount of 95% from the last traded price of HKD 2.95. Significant changes in the discount rate may result in a change in fair value measurement. During the period the discount ranged from 50% to 95%.

Leuthold Select Industries Fund
Investments at Fair Value	Level 1		Level 2		Level 3		Total
Common Stocks	$	13,488,915	$	—	$	—	$	13,488,915
Money Market Funds		22,753		—		—		22,753
Total Investments in Securities	$	13,511,668	$	—	$	—	$	13,511,668

The Fund did not invest in any Level 3 securities or have transfers into or out of Level 1 or Level 2 securities during the period. The basis for recognizing and valuing transfers is as of the end of the period in which transfers occur.

The Leuthold Funds - 2012 Annual Report 113  

The Leuthold Funds

Leuthold Global Industries Fund
Investments at Fair Value	Level 1		Level 2		Level 3		Total
Common Stocks	$	4,683,392	$	3,032,338	$	2,244	$	7,717,974
Preferred Stocks		99,527		—		—		99,527
Money Market Funds		129,418		—		—		129,418
Total Investments in Securities	$	4,912,337	$	3,032,338	$	2,244	$	7,946,919

The basis for recognizing and valuing transfers is as of the end of the period in which transfers occur. There were transfers from Level 1 to Level 2 of common stocks in the amount of $289,121 during the year ended September 30, 2012. The transfers were due to the adjustment of fair value of certain securities due to developments that occurred between the time of the close of the foreign markets on which they trade and the close of regular session trading on the NYSE.

The following is a reconciliation of Level 3 assets for which significant unobservable inputs were used to determine fair value:

	Investments in Securities at Fair Value
Balance as of September 30, 2011	$	22,046
Accrued discounts/premiums		—
Realized gain (loss)		—
Change in unrealized appreciation (depreciation)		(19,802	)
Purchases		—
Sales		—
Transfer in and/or out of Level 3		—
Balance as of September 30, 2012	$	2,244
Change in unrealized appreciation (depreciation) during the period ended for Level 3 investments held at September 30, 2012:	$	(19,802	)

The security is classified as a Level 3 security due to a halt in trading of the security on January 26, 2011. The security is valued at fair value as determined in good faith by the Directors. The Adviser submits a report to the Directors setting forth the factors considered in determining the price. The significant unobservable input used in the fair valuation of this security is a discount of 95% from the last traded price of HKD 2.95. Significant changes in the discount rate may result in a change in fair value measurement. During the period the discount ranged from 50% to 95%.

Leuthold Global Clean Technology Fund
Investments at Fair Value	Level 1		Level 2			Level 3		Total
Common Stocks	$	6,588,618	$	1,672,361		$	—	$	8,260,979
Preferred Stocks		88,512		—			—		88,512
Warrants		—		0	*		—		0
Money Market Funds		241,755		—			—		241,755
Total Investments in Securities	$	6,918,885	$	1,672,361		$	—	$	8,591,246

The basis for recognizing and valuing transfers is as of the end of the period in which transfers occur. There were transfers from Level 1 to Level 2 of common stocks in the amount of $924,815 during the year ended September 30, 2012. The transfers were due to the adjustment of fair value of certain securities due to developments that occurred between the time of the close of the foreign markets on which they trade and the close of regular session trading on the NYSE.

The Fund did not invest in any Level 3 securities during the period.

* Warrants valued at $0 at September 30, 2012.

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Grizzly Short Fund
Investments at Fair Value	Level 1		Level 2		Level 3		Total
Money Market Funds	$	5,461,654	$	—	$	—	$	5,461,654
Total Investments in Securities	$	5,461,654	$	—	$	—	$	5,461,654

Securities Sold Short at Fair Value	Level 1		Level 2		Level 3		Total
Common Stocks - Short	$	114,983,528	$	—	$	—	$	114,983,528
Exchange Traded Funds - Short		14,622,174		—		—		14,622,174
Total Securities Sold Short	$	129,605,702	$	—	$	—	$	129,605,702

	The Fund did not invest in any Level 3 securities or have transfers into or out of Level 1 or Level 2 securities during the period. The basis for recognizing and valuing transfers is as of the end of the period in which transfers occur.
	For further information regarding security characteristics, see the Schedules of Investments.
c)	Federal Income Taxes – Provision for federal income taxes or excise taxes has not been made since the Funds have elected to be taxed as “regulated investment companies” and intend to distribute substantially all taxable income to shareholders and otherwise comply with the provisions of the Internal Revenue Code applicable to regulated investment companies. Distributions from net realized gains for book purposes may include short-term capital gains which are included as ordinary income to shareholders for tax purposes. The Funds also designate as distributions of long-term gains, to the extent necessary to fully distribute such capital gains, earnings and profits distributed to shareholders on the redemption of shares. The tax character of distributions paid during the fiscal years ended September 30, 2012 and 2011 was as follows:

Year Ended September 30, 2012
	Leuthold Core Investment Fund		Leuthold Asset Allocation Fund		Leuthold Global Fund		Leuthold Select Industries Fund		Leuthold Global Industries Fund		Leuthold Global Clean Technology Fund		Grizzly Short Fund
Distributions paid from:
Ordinary Income	$	27,886,190	$	29,439,115	$	5,685,282	$	25,862	$	18,020	$	—	$	—
Long Term Capital Gain		—		—		4,587,025		—		—		—		—
Return of Capital		—		—		—		—		—		—		—
Total Distribution Paid	$	27,886,190	$	29,439,115	$	10,272,307	$	25,862	$	18,020		—		—

Year Ended September 30, 2011
	Leuthold Core Investment Fund		Leuthold Asset Allocation Fund		Leuthold Global Fund		Leuthold Select Industries Fund		Leuthold Global Industries Fund		Leuthold Global Clean Technology Fund		Grizzly Short Fund
Distributions paid from:
Ordinary Income	$	5,131,946	$	7,502,082	$	11,346,023	$	45,146	$	236,013	$	—	$	—
Long Term Capital Gain		—		—		6,950,662		—		—		—		—
Return of Capital		—		—		—		—		—		—		—
Total Distributions Paid	$	5,131,946	$	7,502,082	$	18,296,685	$	45,146	$	236,013	$	—	$	—

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At September 30, 2012, the components of accumulated earnings (deficit) on a tax basis were as follows:

	Leuthold Core Investment Fund			Leuthold Asset Allocation Fund			Leuthold Global Fund			Leuthold Select Industries Fund			Leuthold Global Industries Fund			Leuthold Global Clean Technology Fund			Grizzly Short Fund
Undistributed ordinary income	$	5,683,952		$	8,246,872		$	1,237,305		$	7,803		$	—		$	—		$	—
Undistributed long-term gains		—			—			—			—			—			—			—
Distributable earnings		5,683,952			8,246,872			1,237,305			7,803			—			—			—
Capital loss carryover and post-October losses		(7,742,724	)		(347,663,871	)		(2,601,550	)		(5,015,081	)		(2,188,086	)		(5,632,764	)		(124,071,973	)
Other accumulated gains (losses)		(316,450	)		(411,362	)		241,279			—			—			—			(3,433,630	)
Unrealized appreciation (depreciation)		80,768,715			67,664,266			31,127,148			1,482,801			630,401			710,004			(17	)
Total accumulated gain (loss)	$	78,393,493		$	(272,164,095	)	$	30,004,182		$	(3,524,477	)	$	(1,557,685	)	$	(4,922,760	)	$	(127,505,620	)

Net investment income and realized gains and losses for federal income tax purposes may differ from that reported on the financial statements because of permanent book-to-tax differences. U.S. GAAP requires that permanent differences between financial reporting and tax reporting be reclassified between various components of net assets. These differences are primarily due to net operating losses, and differences from REIT adjustments and foreign currency gain and loss.

Additionally, U.S. GAAP requires that certain components of net assets relating to permanent differences be reclassified between financial and tax reporting. These reclassifications have no effect on net assets or net asset value per share. For the year ended September 30, 2012, the following table shows the reclassifications made:

	Undistributed Net Investment Income/(Loss)		Accumulated Net Realized Gain/(Loss)			Paid In Capital
Leuthold Core Investment Fund	$	10,200,552	$	(10,200,545	)	$	(7	)
Leuthold Asset Allocation Fund		14,826,464		(14,825,702	)		(762	)
Leuthold Global Fund		1,710,837		(1,710,839	)		2
Leuthold Select Industries Fund		208		(208	)		—
Leuthold Global Industries Fund		2,809		6,450			(9,259	)
Leuthold Global Clean Technology Fund		14,601		16,022			(30,623	)
Grizzly Short Fund		2,269,228		(195,319	)		(2,073,909	)

Under current law, the Funds may carry forward net capital losses indefinitely to use to offset capital gains realized in future years. Previous law limited the carry forward of capital losses to the eight tax years following the year the capital loss was realized. If a Fund has capital losses that are subject to current law and also has capital losses subject to prior law, the losses realized under current law will be utilized to offset capital gains before any of the losses governed by prior law can be used. As a result of these ordering rules, capital losses realized under previous law may be more likely to expire unused. Capital losses realized under current law will carry forward retaining their classification as long-term or short-term losses, whereas under prior law all capital losses were carried forward as short-term capital losses.

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	Leuthold Core Investment Fund		Leuthold Asset Allocation Fund			Leuthold Global Fund		Leuthold Select Industries Fund			Leuthold Global Industries Fund			Leuthold Global Clean Technology Fund			Grizzly Short Fund
Expires 09/30/17	$	—	$	—		$	—	$	(1,078,129	)*	$	—		$	—		$	—
Expires 09/30/18		—		(334,348,407	)		—		(3,118,819	)		—			(17,387	)		(18,663,090	)
Expires 09/30/19		—		—			—		—			(17,340	)		(1,413,543	)		(25,380,935	)
Unlimited Short-Term		—		—			—		—			(514,900	)		(2,737,687	)		(21,657,328	)
Unlimited Long-Term		—		—			—		—			—			(64,687	)		—
*Capital loss carryforward transferred in from merger, subject to annual limitations.

	The Leuthold Core Investment Fund, Leuthold Asset Allocation Fund, Leuthold Global Fund, Leuthold Select Industries Fund, Leuthold Global Industries Fund, Leuthold Global Clean Technology Fund and Grizzly Short Fund intend to defer and treat $7,742,724, $13,315,464, $2,601,550, $818,133, $1,655,846, $1,399,460, and $58,370,620, respectively, of late year losses incurred during the fiscal year ended September 30, 2012 as arising in the fiscal year ending September 30, 2013.
	As of September 30, 2012, the Funds did not have any tax positions that did not meet the “more likely-than-not” threshold of being sustained by the applicable tax authority. Generally, tax authorities can examine all the tax returns filed for the last three years.
	The Funds recognize interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Statement of Operations. During the period, the Funds did not incur any interest or penalties.
d)	Distributions to Shareholders – Dividends from net investment income, if any, are declared and paid quarterly. Distributions of net realized capital gains, if any, are declared and paid at least annually.
e)	Use of Estimates – The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
f)	Basis for Consolidation for the Leuthold Core Investment Fund, Leuthold Asset Allocation Fund, and Leuthold Global Fund – The Leuthold Core Investment Fund, Leuthold Asset Allocation Fund, and Leuthold Global Fund may invest up to 25% of their total assets in their Subsidiary, Leuthold Core, Ltd., Leuthold Asset Allocation, Ltd., and Leuthold Global, Ltd. (the “Subsidiaries”), respectively. The Subsidiaries, which are organized under the laws of the Cayman Islands, are wholly owned and controlled by the Leuthold Core Investment Fund, Leuthold Asset Allocation Fund, and Leuthold Global Fund, respectively, and are therefore consolidated in the respective Funds’ financial statements herein. All intercompany balances, revenues, and expenses have been eliminated in consolidation. The Subsidiaries act as investment vehicles in order to enter into certain investments for the Leuthold Core Investment Fund, Leuthold Asset Allocation Fund, and Leuthold Global Fund consistent with the investment objectives and policies specified in the Prospectus and Statement of Additional Information.

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g)	Short Positions – For financial statement purposes, an amount equal to the required amount of collateral to be segregated for short positions is included in the Statements of Assets and Liabilities as an asset. The amount of the securities sold short, shown as a liability, is subsequently marked-to-market to reflect the current value of the short position. Subsequent fluctuations in the market prices of securities sold short may require purchasing the securities at prices which could differ from the amount reflected in the Statements of Assets and Liabilities. The Funds are liable for any dividends or interest payable on securities while those securities are in a short position. As collateral for their short positions, the Funds are required under the Investment Company Act of 1940 to maintain segregated assets consisting of cash, cash equivalents, or liquid securities. These segregated assets are valued consistent with Note 1a above. The amount of segregated assets is required to be adjusted daily to reflect changes in the market value of the securities sold short. Leuthold Core Investment Fund, Leuthold Asset Allocation Fund, Leuthold Global Fund, and Grizzly Short Fund’s receivable from broker for securities sold short is with two major security dealers.
h)	Other – Investment and shareholder transactions are recorded on the trade date. The Funds determine the gain or loss realized from the investment transactions by comparing the original cost of the security lot sold with the net sales proceeds. Dividend income is recognized on the ex-dividend date or as soon as information is available to the Funds, and interest income is recognized on an accrual basis. Discounts and premiums on bonds are amortized using the yield to maturity method over the life of the respective bond. For financial reporting purposes, the Funds isolate changes in the exchange rate of investment securities from the fluctuations arising from changes in the market prices of securities for realized gains and losses.
i)	Expenses – Expenses that directly relate to one of the Funds are charged directly to that Fund. Other operating expenses of the Funds, such as Directors fees and expenses, insurance expense, and legal fees are allocated between the seven Funds based on the relative net asset value of the individual Funds.
j)	Counterparty risk – Counterparty risk may arise as the result of the failure of a counterparty to a securities contract to comply with the terms of the contract. Potential counterparty risk is measured by the credit worthiness of the counterparty and additional risk may arise from unanticipated events affecting the value of the underlying security.
k)	Subsequent Events – The Funds have evaluated subsequent events through the date of issuance of the Funds’ financial statements. At a meeting of the Board of Directors of the Funds held on November 12, 2012, the Board voted to close the Leuthold Global Clean Technology Fund (the “Fund”) to new investments, effective November 12, 2012, (other than reinvestment of dividends and distributions), and adopted a plan to terminate and liquidate the Fund on or before December 24, 2012 (the “Liquidation Date”). Management determined that there were no other events that impacted the Funds’ Financial Statements.

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2.	INVESTMENT TRANSACTIONS
	Purchases and sales of investment securities, other than short-term investments and short sales, for the year ended September 30, 2012 are summarized below.

	Leuthold Core Investment Fund		Leuthold Asset Allocation Fund		Leuthold Global Fund		Leuthold Select Industries Fund		Leuthold Global Industries Fund		Leuthold Global Clean Technology Fund
Purchases	$	1,241,087,990	$	977,183,580	$	514,497,528	$	21,072,237	$	13,071,299	$	13,394,309
Sales		1,289,832,006		1,163,984,822		485,673,052		27,044,746		27,725,359		22,002,586

At September 30, 2012, gross unrealized appreciation and depreciation of investments and cost of investments (excluding short positions) for tax purposes were as follows:

	Leuthold Core Investment Fund			Leuthold Asset Allocation Fund			Leuthold Global Fund			Leuthold Select Industries Fund			Leuthold Global Industries Fund			Leuthold Global Clean Technology Fund			Grizzly Short Fund
Tax cost of investments	$	676,675,471		$	533,111,593		$	344,557,464		$	12,028,854		$	7,315,517		$	7,881,161		$	5,461,654
Gross unrealized appreciation	$	88,701,134		$	77,809,165		$	36,516,834		$	1,694,384		$	821,555		$	992,425		$	5,436,680
Gross unrealized depreciation		(7,932,419	)		(10,144,899	)		(5,389,686	)		(211,583	)		(191,154	)		(282,421	)		(5,436,697	)
Net unrealized appreciation (depreciation)	$	80,768,715		$	67,664,266		$	31,127,148		$	1,482,801		$	630,401		$	710,004		$	(17	)

	The differences between book and tax basis of unrealized appreciation (depreciation) are primarily attributable to the tax deferral of losses on wash sales.
3.	INVESTMENT ADVISORY AND OTHER AGREEMENTS
	The Funds have entered into an Investment Advisory Agreement (“advisory agreement”) with Leuthold Weeden Capital Management (“Investment Adviser”). Pursuant to its advisory agreement with the Funds, the Investment Adviser is entitled to receive a fee, calculated daily as applied to each Fund’s daily net assets and payable monthly, at annual rates of:

Leuthold Core Investment Fund	Leuthold Asset Allocation Fund	Leuthold Global Fund	Leuthold Select Industries Fund	Leuthold Global Industries Fund	Leuthold Global Clean Technology Fund	Grizzly Short Fund
0.90%	0.90%	1.10%	1.00%	1.00%	1.00%	1.25%

The Investment Adviser has agreed to waive its advisory fee and/or reimburse the Funds’ other expenses, including organization expenses, to the extent necessary to ensure that the Funds’ total operating expenses (exclusive of interest, taxes, brokerage commissions, dividends and interest on short positions, and other costs incurred in connection with the purchase or sale of portfolio securities, and extraordinary items) do not exceed the following rates, based on each Fund’s average daily net assets:

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Leuthold Core Investment Fund	Leuthold Asset Allocation Fund	Leuthold Global Fund	Leuthold Select Industries Fund	Leuthold Global Industries Fund	Leuthold Global Clean Technology Fund	Grizzly Short Fund
1.25%	1.50%	1.85%	1.60%	1.85%	1.85%	2.50%

Any waiver or reimbursement is subject to later adjustments to allow the Investment Adviser to recoup amounts previously waived or reimbursed to the extent actual fees and expenses for a fiscal period are less than each Fund’s expense limitation, provided, however, that the Investment Adviser shall only be entitled to recoup such amounts for a period of three years from the date such amount was waived or reimbursed. Amounts subject to future recoupment as of September 30, 2012 are as follows:

Leuthold Select Industries Fund		Leuthold Global Industries Fund
Year of Expiration	Recoverable Amount	Year of Expiration	Recoverable Amount
9/30/2015	$16,951	9/30/2013	$31,506
		9/30/2015	58,737

Leuthold Global Clean Technology Fund
Year of Expiration	Recoverable Amount
9/30/2015	$15,497

	U.S. Bancorp Fund Services, LLC serves as transfer agent, administrator, and accounting services agent for the Funds. U.S. Bank, N.A. serves as custodian for the Funds. For the year ended September 30, 2012, the Leuthold Core Investment Fund, Leuthold Asset Allocation Fund, Leuthold Global Fund, Leuthold Select Industries Fund, Leuthold Global Industries Fund, Leuthold Global Clean Technology Fund, and Grizzly Short Fund paid Weeden & Co., L.P., an affiliate of the Adviser, $645,259, $255,744, $36,227, $15,258, $1,235, $9,798, and $53,840, respectively, for brokerage commissions.
4.	DISTRIBUTION PLAN
	Each of the Leuthold Asset Allocation Fund – Retail Class, Leuthold Global Fund – Retail Class, Leuthold Global Industries Fund – Retail Class, and Leuthold Global Clean Technology Fund – Retail Class has adopted a distribution plan pursuant to Rule 12b-1 under the Investment Company Act, whereby Rafferty Capital Markets, LLC serves as distributor. This plan allows each Fund to use up to 0.25% of its average daily net assets to pay sales, distribution, and other fees for the sale of its shares and for services provided to investors. Each Fund may pay all or a portion of this fee to any securities dealer, financial institution, or any other person who renders personal service to the Funds’ shareholders, assists in the maintenance of the Funds’ shareholder accounts, or who renders assistance in distributing or promoting the sale of shares of the Fund pursuant to a written agreement approved by the Board of Directors. To the extent such fee is not paid to such persons, each of the Funds may use the fee for its expenses of distribution of its shares, including, but not limited to, payment by the Fund of the cost of preparing, printing, and distributing Prospectuses and Statements of Additional Information to prospective investors and of implementing and operating the Plan.

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5.	INDEMNIFICATIONS
	The Funds enter into contracts that contain a variety of indemnifications. The Funds’ maximum exposure under these arrangements is unknown. However, the Funds have not had prior claims or losses pursuant to these contracts and expect the risk of loss to be remote.
6.	ILLIQUID SECURITIES
	Each Fund may invest up to 15% of net assets in securities for which there is no readily available market (“illiquid securities”). The 15% 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 a 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.
7.	LENDING PORTFOLIO SECURITIES
	The Funds may lend portfolio securities constituting up to 30% of total assets to unaffiliated broker dealers, banks, or other recognized institutional borrowers of securities, provided that the borrower at all times maintains cash, U.S. government securities or equivalent collateral or provides an irrevocable letter of credit in favor of the Fund equal in value to at least 100% of the value of the securities loaned. The Funds did not lend any portfolio securities during the reporting period, and will not enter into any securities lending arrangements in the future without the prior approval of the Board of Directors.

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The Leuthold Funds

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors

Leuthold Funds, Inc.

We have audited the accompanying statements of assets and liabilities, including the schedules of investments and securities sold short (as applicable), of Leuthold Funds, Inc. (consisting of Leuthold Core Investment Fund (consolidated), Leuthold Asset Allocation Fund (consolidated), Leuthold Global Fund (consolidated), Leuthold Select Industries Fund, Leuthold Global Industries Fund, Leuthold Global Clean Technology Fund, and Grizzly Short Fund) (the “Funds”) as of September 30, 2012, and the related statements of operations for the year then ended, changes in net assets for the two years in the period then ended, and the financial highlights for each of the periods indicated therein. These financial statements and financial highlights are the responsibility of the Funds’management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Funds’ internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Funds’ internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned and securities sold short (as applicable) as of September 30, 2012, by correspondence with the custodian and brokers. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of each of the respective funds constituting Leuthold Funds, Inc. at September 30, 2012, the results of their operations for the year then ended, changes in their net assets for the two years in the period then ended, and the financial highlights for each of the periods indicated therein, in conformity with U.S. generally accepted accounting principles.

Minneapolis, Minnesota

November 21, 2012

122 The Leuthold Funds - 2012 Annual Report

ADDITIONAL INFORMATION (Unaudited)

SHAREHOLDER NOTIFICATION OF FEDERAL TAX STATUS (Unaudited)

The percentage of dividend income distributed for the year ended September 30, 2012, which is designated as qualified dividend income under the Jobs and Growth Tax Relief Reconciliation Act of 2003, is as follows: Leuthold Core Investment Fund 59.24%, Leuthold Asset Allocation Fund 63.94%, Leuthold Global Fund 100%, Leuthold Select Industries Fund 100.00%, and Leuthold Global Industries Fund 100%.

The percentage of dividend income distributed for the year ended September 30, 2012, designated as qualified dividends received deduction available to corporate shareholders, is as follows: Leuthold Core Investment Fund 42.50%, Leuthold Asset Allocation Fund 46.10%, Leuthold Global Fund 47.50%, Leuthold Select Industries Fund 100.00%, and Leuthold Global Industries Fund 53.00%.

The Leuthold Core Investment Fund, Leuthold Asset Allocation Fund, Leuthold Global Fund, and Leuthold Global Industries Fund designated 4.79%, 3.80%, 9.81%, and 0.01%, respectively, of their ordinary distributions paid as qualified interest related dividends under the Internal Revenue Code Section 871(k)(1)(C) for the year ended September 30, 2012.

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ADDITIONAL DISCLOSURE REGARDING FUND DIRECTORS AND OFFICERS (UNAUDITED)

Independent Directors

Name, Year of Birth, and Address	Position(s) Held with the Company	Term of Office and Length of Time Served	Principal Occupation(s) During Past Five Years	# of Portfolios in Fund Complex Overseen By Director	Other Directorships Held by Director
Lawrence L. Horsch (1934) c/o Leuthold Weeden Capital Management 33 South Sixth Street Suite 4600 Minneapolis, MN 55402	Chairman and Director	Indefinite Term, Director since 1995	Chairman, Eagle Management & Financial Corp., a management consulting firm	7	None
Paul M. Kelnberger (1943) c/o Leuthold Weeden Capital Management 33 South Sixth Street Suite 4600 Minneapolis, MN 55402	Director and Chair of Audit Committee	Indefinite Term, Director since 1995	Consultant to Johnson, West & Co., PLC	7	None
Addison L. Piper (1946) c/o Leuthold Weeden Capital Management 33 South Sixth Street Suite 4600 Minneapolis, MN 55402	Director and Chair of Nominating Committee	Indefinite Term, Director since 2009	Retired Chairman and Chief Executive Officer of Piper Jaffray Companies, Served as Vice Chairman of Piper Jaffray Companies from 2003 to 2006.	7	Piper Jaffray Companies
Interested Directors (and Officers)
Steven C. Leuthold (1937) 33 South Sixth Street Suite 4600 Minneapolis, MN 55402	Director	Indefinite Term, Director since 1995	Managing member of Leuthold Weeden Capital Management (the “Adviser”). Prior to October 2011, served as Chief Investment Officer of the Adviser.	7	None
John C. Mueller (1968) 33 South Sixth Street Suite 4600 Minneapolis, MN 55402	Director President	Indefinite Term, Director since 2009 One year term, President since 2011	Co-Chief Executive Officer of The Leuthold Group since 2005. Involved in Sales and Marketing for The Leuthold Group since 2001.	7	None

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The Leuthold Funds

Name, Year of Birth, and Address	Position(s) Held with the Company	Term of Office and Length of Time Served	Principal Occupation During Past Five Years	# of Portfolios in Fund Complex Overseen By Director	Other Directorships Held by Director
Edward C. Favreau (1952) 33 South Sixth Street Suite 4600 Minneapolis, MN 55402	Vice President	One Year Term, Vice President since 1999	Manager of Marketing and Sales of the Adviser since 1999. Prior to joining the Adviser, he was Vice President and Sales Manager of U.S. Bancorp Investments, Inc.	N/A	N/A
Roger A. Peters (1960) 33 South Sixth Street Suite 4600 Minneapolis, MN 55402	Vice President and Chief Compliance Officer and Anti-Money Laundering Officer	One Year Term, Chief Compliance Officer since 2006 and Vice President since 2007 and Anti-Money Laundering Officer since 2011	Chief Compliance Officer of the Adviser since 2005. Prior to joining the Adviser, he was Vice President, Commercial Product Management of U.S. Bank from 2003-2005.	N/A	N/A
Holly J. Weiss (1968) 33 South Sixth Street Suite 4600 Minneapolis, MN 55402	Secretary and Treasurer	One Year Term, Secretary and Treasurer since 2009	Chief Financial Officer of the Adviser since 2011 and Controller of the Adviser from 2008 to 2011. Prior to joining the Adviser, she was Controller of Churchill Capital Mezzanine Finance from 2001-2008.	N/A	N/A
Glenn R. Larson (1965) 33 South Sixth Street Suite 4600 Minneapolis, MN 55402	Assistant Secretary	One Year Term, Assistant Secretary since 2006	Compliance Officer of the Adviser since 2005. Prior to joining the Adviser, he was a Compliance Representative of U.S. Bancorp Investment Services, Inc. from 2003 until 2005.	N/A	N/A

The Statement of Additional Information includes additional information about the Funds’ Directors and is available free of charge upon request by calling the Funds toll free at (800) 273-6886.

Information regarding the method the Funds use to vote proxies relating to portfolio securities is available without charge upon request by calling toll-free at (800) 273-6886 or by accessing the Funds’ website at www.leutholdfunds.com. Information regarding how the Funds voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30 is available without charge upon request by calling toll-free at (800) 273-6886 or on the SEC’s website at www.sec.gov.

The Leuthold Funds - 2012 Annual Report 125  

The Leuthold Funds

Investment Adviser:

Leuthold Weeden Capital

Management, Minnesota

Administrator, Transfer Agent,

Dividend Paying Agent,

Shareholder Servicing Agent:

U.S. Bancorp Fund Services, LLC,

Wisconsin

Custodian:

U.S. Bank, N.A., Wisconsin

Counsel:

Foley & Lardner, LLP, Wisconsin

Independent Registered

Public Accounting Firm:

Ernst & Young LLP, Minnesota

The Funds are required to file their complete schedules of portfolio holdings with the SEC for their first and third fiscal quarters on Form N-Q. Once filed, the Fund’s Form N-Q is available without charge, upon request on the SEC’s website (http://www.sec.gov) and may be available by calling 1-800-273-6886. You can also obtain copies of Form N-Q by (i) visiting the SEC’s Public Reference Room in Washington, DC (information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330); (ii) sending your request and a duplicating fee to the SEC’s Public Reference Room, Washington, DC 20549-0102; or (iii) sending your request electronically to publicinfosec.gov.

This report is authorized for distribution only when preceded or accompanied by a current prospectus.

Item 2. Code of Ethics.

The registrant has adopted a code of ethics that applies to the registrant’s principal executive officer and principal financial officer.  The registrant has not made any amendments to its code of ethics during the period covered by this report.  The registrant has not granted any waivers from any provisions of the code of ethics during the period covered by this report.  A copy of the registrant’s Code of Ethics is filed herewith.

Item 3. Audit Committee Financial Expert.

The registrant’s board of directors has determined that there is at least one audit committee financial expert serving on its audit committee.  Paul Kelnberger is the “audit committee financial expert” and is considered to be “independent” as each term is defined in Item 3 of Form N-CSR.

Item 4. Principal Accountant Fees and Services.

The registrant has engaged its principal accountant to perform audit services, audit-related services, tax services and other services during the past two fiscal years.  “Audit services” refer to performing an audit of the registrant's annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years.  “Audit-related services” refer to the assurance and related services by the principal accountant that are reasonably related to the performance of the audit.  “Tax services” refer to professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning.  No “other services” were provided by the principal accountant.  The following table details the aggregate fees billed or expected to be billed for each of the last two fiscal years for audit fees, audit-related fees, tax fees and other fees by the principal accountant.

	FYE 9/30/2012		FYE 9/30/2011
Audit Fees	$	221,100	$	229,100
Audit-Related Fees	$	0	$	0
Tax Fees	$	18,920	$	20,880
All Other Fees	$	0	$	0

The audit committee has adopted pre-approval policies and procedures that require the audit committee to pre-approve all audit and non-audit services of the registrant, including services provided to any entity affiliated with the registrant.

The percentage of fees billed by Ernst & Young, LLP applicable to non-audit services pursuant to waiver of pre-approval requirement were as follows:

	FYE 9/30/2012			FYE 9/30/2011
Audit-Related Fees		0	%		0	%
Tax Fees		0	%		0	%
All Other Fees		0	%		0	%

All of the principal accountant’s hours spent on auditing the registrant’s financial statements were attributed to work performed by full-time permanent employees of the principal accountant.  (If more than 50 percent of the accountant’s hours were spent to audit the registrant's financial statements for the most recent fiscal year, state how many hours were attributed to work performed by persons other than the principal accountant's full-time, permanent employees.)

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The following table indicates the non-audit fees billed or expected to be billed by the registrant’s accountant for services to the registrant and to the registrant’s investment adviser (and any other controlling entity, etc.—not sub-adviser) for the last two years.  The audit committee of the board of directors has considered whether the provision of non-audit services that were rendered to the registrant's investment adviser is compatible with maintaining the principal accountant's independence and has concluded that the provision of such non-audit services by the accountant has not compromised the accountant’s independence.

Non-Audit Related Fees	FYE 9/30/2012		FYE 9/30/2011
Registrant	$	0	$	0
Registrant’s Investment Adviser	$	0	$	0

Item 5. Audit Committee of Listed Registrants.

Not applicable to registrants who are not listed issuers (as defined in Rule 10A-3 under the Securities Exchange Act of 1934).

Item 6. Investments.

Schedule of Investments is included as part of the report to shareholders filed under Item 1 of this Form.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable to open-end investment companies.

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

Not applicable to open-end investment companies.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable to open-end investment companies.

Item 10. Submission of Matters to a Vote of Security Holders.

Not Applicable.

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Item 11. Controls and Procedures.

(a)   The Registrant’s President and Treasurer have reviewed the Registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “Act”)) as of a date within 90 days of the filing of this report, as required by Rule 30a-3(b) under the Act and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934.  Based on their review, such officers have concluded that the disclosure controls and procedures are effective in ensuring that information required to be disclosed in this report is appropriately recorded, processed, summarized and reported and made known to them by others within the Registrant and by the Registrant’s service provider.

(b)   There were no changes in the Registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting.

Item 12. Exhibits.

(a)   (1) Any code of ethics or amendment thereto, that is subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy Item 2 requirements through filing an exhibit.  Incorporated by reference to previous Form N-CSR filing, filed December 8, 2008.

(2) A separate certification for each principal executive and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.  Filed herewith.

(3) Any written solicitation to purchase securities under Rule 23c-1 under the Act sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons.  Not applicable to open-end investment companies.

(b)   Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.  Furnished herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant)  Leuthold Funds, Inc.

By (Signature and Title)*	/s/ John Mueller
	John Mueller, President

Date       12/5/12

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By (Signature and Title)*  )*	/s/ John Mueller
	John Mueller, President

Date       12/5/12

By (Signature and Title)*	/s/ Holly Weiss
	Holly Weiss, Treasurer

Date       12/4/12

* Print the name and title of each signing officer under his or her signature.