Leuthold Funds NCSR 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, 2013

Date of reporting period: September 30, 2013

Item 1. Reports to Stockholders.

Annual Report

September 30, 2013

The Leuthold Funds

Leuthold Core Investment Fund

Leuthold Asset Allocation Fund

Leuthold Global Fund

Leuthold Select Industries Fund

Leuthold Global Industries Fund

Grizzly Short Fund

The Leuthold Funds

Table of Contents

Letter to Shareholders	1

Expense Examples	14

Allocation of Portfolio Holdings	18

Components of Portfolio Holdings	21

Investment Graphs	23

Statements of Assets and Liabilities	34

Statements of Operations	38

Statements of Changes in Net Assets	42

Financial Highlights	48

Schedule of Investments

Leuthold Core Investment Fund	58

Leuthold Asset Allocation Fund	69

Leuthold Global Fund	75

Leuthold Select Industries Fund	85

Leuthold Global Industries Fund	88

Grizzly Short Fund	93

Notes to the Financial Statements	97

Report of Independent Registered Public Accounting Firm	114

Additional Information	115

Directors and Officers	116

The Leuthold Funds

Dear Fellow Shareholders:

The past twelve months have provided another example of our frequent reminder that the stock market is not the economy. Real U.S. Gross Domestic Product over the last year has grown only +1.6%, just slightly more than half the rate expected by the consensus of economic forecasters one year ago. Prior to this economic recovery, a level of growth this low was generally only experienced immediately before the country fell into recession. But in its often-contrarian way, the U.S. stock market has responded to the economy’s shortfall by rallying +30% from last fall’s lows, bringing the cumulative gain in the S&P 500 from its March 2009 low to +158%. The current cyclical bull market has now lasted 55 months and ranks among the five best of the 16 cyclical bulls since 1932 – even though the accompanying economic recovery has been the weakest of all those recorded over the same period.

During the fiscal year ended September 30, 2013, the Leuthold Core Investment Fund matched the return of the Lipper Flexible Portfolio Funds Index, while the Leuthold Global Fund outperformed the Lipper Global Flexible Funds Index by nearly 4.5%. When compared to all-equity benchmarks, both Funds trailed. The lag versus all-equity benchmarks was largely the consequence of simply not being 100% invested in stocks during a strong market. By design, these Funds’ portfolios will diversify investments across a range of asset classes, and there is a limitation on the amount that can be directed to stocks. Due to this, during strong market upswings, we would not expect these two Funds to match or outperform 100% invested benchmarks. But, it is our objective to outperform these benchmarks over the course of a full market cycle. When the market is in the decline phase of the cycle, these two Funds can make up lost ground because their lower stock exposure reduces their downside risk, versus their respective all-equity benchmarks, and the Funds have the capability of offsetting losses with gains achieved through their equity hedging tactics.

The multi-asset class framework of the Leuthold Asset Allocation Fund helped it to outperform its Blended Benchmark, by about 1%, for the fiscal year. This was achieved chiefly due to the Fund’s strong performance in the last three months, ended September 2013, where it gained 2% more than its benchmark. The Fund was more aggressively positioned all year versus the Blended Benchmark, averaging nearly 60% in equities, whereas the Blended Benchmark maintains 50% exposure to equities. Of that equity exposure, the Fund was overweight in U.S. stocks (about 73% of its equity exposure), versus the Blended Benchmark’s 35% weight to U.S. stocks, which was an additional advantage to the Leuthold Asset Allocation Fund.

Our domestic long-only equity strategy, the Leuthold Select Industries Fund, considerably outperformed the S&P 500 for the fiscal year with a gain nearly 8% ahead of that benchmark. The market environment continued to improve over the last year and became much more favorable for our investment process. Correlations decreased and group leadership trends became more apparent within our industry selection model. We believe the improved quality of our group selection strategy, and the portfolio construction enhancements that were made in early 2012, helped the Leuthold Select Industries Fund successfully navigate the market environment of the last twelve months. The best performance for the Fund came in the fourth quarter of 2012, and the first and third quarters of 2013, where it outperformed the S&P 500 by 1.0%, 3.1%, and 3.8%, respectively.

The Leuthold Global Industries Fund followed suit, outperforming its global equity benchmark, the MSCI ACWI (All Country World Index) in all four quarters of the last twelve months. It ended the fiscal year with a gain over 12.5% better than the

The Leuthold Funds - 2013 Annual Report

benchmark. These results are attributable to a combination of the strategy’s selection dynamics, including: consistently successful allocations, both within equity sectors and within industry groups; and strong results from individual stock selection. Specific country investments, at times, contributed an additional boost to results.

The Grizzly Short Fund outperformed its S&P MidCap 400 benchmark during the fiscal year by losing 5% less than the inverse of the index. The best relative performance came during the first six months of the fiscal year, October 2012 through March 2013, where the Fund mostly benefited from sectors and stocks which it avoided. Specifically, the Fund was underweight Health Care and Financials during October through December, when those areas appeared very strong from both a valuation and price action perspective. From January through March, maintaining the underweight allocation to Health Care, as well as underweighting Consumer Staples, was an advantage because defensive sectors, like these, drove the market’s gains.

Looking Ahead

Even though U.S. valuation measures have begun to look elevated, they’re not yet stretched enough to offset the bullish elements exhibited by our stock market disciplines. Investor sentiment surrounding the stock market seems fairly restrained, particularly given the size of the last twelve months’ gains. The market’s technical picture also remains bullish. Market subgroups we monitor for leading cues – like the Financials, Small Caps, and Transportation stocks – have been making new highs alongside the Dow Jones Industrials and S&P 500, and market breadth measures don’t yet show the narrowing of participation that usually precedes a major market top.

The environment is shaping up as one in which stocks could become even more overvalued before finally topping out for this business cycle. Enthusiasm for U.S. stocks remains constrained, particularly considering the huge four-year gains already on the books and the near-daily occurrence of new highs during much of 2013. Net inflows into U.S. focus equity mutual funds remain depressed, and we suspect there could be a phase of great public participation ahead before the bull market is over.

Foreign equities have badly lagged U.S. equities since early 2011, after largely keeping pace during the first two years of the bull market. Developed country and Emerging Market valuations are much lower than those in the U.S., with some Emerging Market readings bordering on the “undervaluation” zone. Today’s valuation disparity sets the stage for a period of foreign market leadership in the years ahead, assuming that comparative valuation relationships return to some semblance of normalcy. We expect that our global industry analysis will increasingly lead us to these cheap locales, ultimately providing us with higher expected returns from there than we currently estimate for U.S. equities over the next several years. We’re pretty confident this will happen; we just don’t know when. We’ll rely on our quantitative stock and industry group selection models to help us with the timing of this shift, if and when it occurs.

2	The Leuthold Funds - 2013 Annual Report

FUND OVERVIEWS

Leuthold Core Investment Fund

This Fund opened 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, foreign securities, alternative investments, and money market instruments. The Fund may sell short certain securities in order to hedge exposure to a particular asset class. The Fund’s objective is capital appreciation and income over the long-term, attained through relatively risk averse, prudent investment selection. When the stock market is in a strong uptrend, the Leuthold Core Investment Fund’s diversified portfolio will unlikely match stock returns. However, over a full market cycle, it is our goal to outperform the stock market.

●	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. Certain market conditions may prompt a departure from these guidelines.

Leuthold Asset Allocation Fund

This Fund opened on May 24, 2006, as a replacement strategy for the Leuthold Core Investment Fund which had hard closed earlier that year. During the latter part of 2012, the Leuthold Asset Allocation Fund was repositioned to reflect an enhanced multi-asset framework, specifically differentiating it from the Leuthold Core Investment Fund as a more broadly diversified product. The strategy attempts to capture the evolving nature of capital markets and return patterns from a multitude of asset classes: stocks, bonds, real estate, commodities, and cash. It will typically have a greater variety of asset class exposure, higher (on average) allocation to alternatives, and a slightly different risk profile than our more equity-focused asset allocation offerings.

●	Investment Guidelines: 30%-70% equity exposure and 20%-60% fixed income exposure. Certain market conditions may prompt a departure from these guidelines.

●	Pursuant to the Prospectus Supplement dated 8/30/13, the Leuthold Asset Allocation Fund assets merged into the Leuthold Core Investment Fund. The merger became effective on November 8, 2013. This action was recommended by the Adviser due to similarities between the investment objectives, investment strategies, risks, and portfolios of the two Funds. In addition, the Investment Adviser believes the acquisition will provide the potential to achieve economies of scale due to the larger combined asset base of the Funds.

Leuthold Global Fund

This asset allocation strategy opened 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 will invest at least 40% of assets in foreign-traded securities. The Leuthold Global Fund invests in U.S. and foreign-traded stocks, bonds, alternative investments, and money market instruments. The Fund may sell short certain securities in order to hedge exposure to a particular asset class.

The Leuthold Funds - 2013 Annual Report

●	Leuthold Global Fund uses the Leuthold Global Industries strategy as the primary vehicle for selecting its stock investments.

●	Investment Guidelines: 30%-70% equity exposure and 30%-70% fixed income exposure. Certain market conditions may prompt a departure from these guidelines.

Leuthold Select Industries Fund

This Fund opened on June 19, 2000, and unlike our asset allocation strategies, it will maintain 100% long exposure in domestically traded 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 rotation, and sector concentrations. Driven by extensive quantitative analysis, the strategy attempts to identify collective areas of strength and emerging leadership opportunities in which to invest.

●	This strategy contains more risk as it offers the potential for superior gains.

Leuthold Global Industries Fund

Launched on May 17, 2010, this Fund’s strategy is an extension of our domestic industry group rotation approach. This global version of our quantitative industry group investing employs many of the same disciplines as our domestic version. The intent is to identify collective areas of strength and emerging leadership opportunities in the global marketplace. This Fund will normally invest at least 40% of its assets in equity securities traded in foreign markets.

●	This strategy contains more risk as it offers the potential for superior gains.

Grizzly Short Fund

Opened June 19, 2000, this is an unleveraged, actively managed Fund that is 100% invested in stocks sold short, intended 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 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 money investing in this Fund when stock prices are rising.

The Grizzly Short Fund is a tool for experienced investors, traders, and advisors to employ as a means of tactically moderating risk from stock price fluctuations. It is also used in varying degrees with other multi-faceted portfolio strategies. This is not a Fund for buy and hold investors.

4	The Leuthold Funds - 2013 Annual Report

ANNUAL PERFORMANCE REVIEW

Leuthold Core Investment Fund

This is our firm’s flagship asset allocation strategy, with $606 million of assets under management. For the fiscal year ended September 30, 2013, the Leuthold Core Investment Fund posted a total return gain of 11.29% (retail share class), about matching the 11.35% total return gain of the Lipper Flexible Portfolio Funds Index. During the same time frame, the all-equity S&P 500 benchmark had a total return gain of 19.34%.

Average net equity exposure during the year was moderately bullish at 57.5%. It ranged from a low of 51% (November/December 2012), to a high of 64% (early April). There were three instances when our market analysis deteriorated to a “neutral” position during the year, thereby triggering an increase to the Fund’s equity hedge. Each of these moves to a neutral reading ultimately reversed back to “positive,” as the stock market recovered to new cyclical highs in all three cases. It is not uncommon to experience this type of volatility in our market analysis during late stage cyclical bull markets.

As noted, the Core Fund matched the performance of the Lipper Flexible Portfolio Funds Index, which is composed of funds that allocate their investments across various asset classes, akin to the Core Fund approach. The Core Fund trailed the all-equity S&P 500 during the fiscal year, but this was not due to disappointing performance from the Select Industries equity allocation (56.7% of assets on average), which contributed a very strong 28.11% gain, outdoing the S&P 500 gain of 19.34% by nearly 9%. The Core Fund’s principal investment strategy requires investments to be allocated across a variety of asset classes, versus being 100% invested in stocks; therefore, the overall underperformance, when compared to the S&P 500 Index, was essentially the result of having a portion of investments in assets other than U.S. stocks. As this year’s results demonstrate, during strong market upswings, the Core Fund’s overall performance is unlikely to keep up with equity returns because it is a portfolio of diversified assets.

For specifics related to the 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.

As noted, there was a small Equity Hedge (average 4.2% position) employed during eleven months of the year, which ranged from a low 1.1% allocation in February, up to a high mark of 8.3% in July. The holding itself posted a big net loss of -20.2%, but due to the minimal size allocation, the effect on overall performance was limited to -1.6%.

The Leuthold Core Investment Fund held an average of 5.1% of assets in Emerging Market (EM) Equities over the last twelve months, which is down from 7.7% last fiscal year, and back in line with our normal long-term base target of 5%. For the fiscal year ended September 30, 2013, the EM equities produced a solid 10.68% gain, far outpacing the MSCI Emerging Market index gain of 1.33% over that time frame.

Within the EM equity allocation, as of the end of September 2013, the portfolio’s highest concentration is in stocks from the Pacific Rim (ex-Japan), at nearly 62% weight. This is followed by the Latin America region (16%), Eastern Europe (13%), and Africa/MidEast (9%). This has generally been the case all year. Over the last twelve months, the largest country exposures have been in China, Brazil, and South Korea, whereas the most significant positive contributors to performance came from China, Thailand, Hong Kong, and Russia. Small detractors to performance at the country level were holdings in Chile, Indonesia, and Mexico.

The Leuthold Funds - 2013 Annual Report

Financials stocks had the heaviest weight within the EM investments during the fiscal year, followed by Information Technology and Consumer Discretionary. The top contributors to performance were these same three sectors. Of the ten broad sectors, only the Utilities exposure had a small negative impact on results.

While our asset allocation strategy’s normal guideline minimum for Fixed Income is 30% of assets, over the last twelve months we maintained a lower average level of 23%, similar to the prior fiscal year. We employ a top-down tactical asset allocation framework within our fixed income exposure, using a multi-factor model to first evaluate “risk,” and determine whether to favor low risk (developed government securities), or higher risk assets (credit). For low risk vehicles, a multi-factor model is used to select between nominal and inflation-linked government securities, whereas the high risk allocation uses a two factor Momentum and Relative Yield model to assess relative attractiveness among the five credit classes.

Attractive fixed income prospects have been generally nonexistent in this interest rate environment. As a result, to attempt to diversify the risks, we spread investments across seven varieties of fixed income, about equally divided between developed government securities and credit. Holdings included: Aggregate Bond Funds, Quality Corporate Bonds, Developed & Emerging Market Sovereign Debt, High Yield Bonds, Treasury Inflation Protected Securities, and Municipal Bonds. Due to the small sizes of the various allocations, none of these holdings were materially additive or detractive to the Fund’s overall results.

There was an average allocation of 4.5% to the Real Estate asset class for nine months of the 2012-2013 fiscal year. Within this allocation there was an emphasis on the Specialized segment and the Office segment, with additional exposure to Retail, Residential, Diversified, and Industrial segments. Our 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, while offering performance dynamics akin to physical real estate values. This allocation was eliminated from the portfolio in July. During its holding period it returned +6.9%; this contributed only one half of one percent to overall performance, due to the undersized allocation.

We opened the year with a 6% allocation to physical Gold but this was gradually reduced over the course of the year, ending with a 2.6% position. This is a minor holding employed for its hedging role against U.S. dollar depreciation. It was an abysmal year for this precious metal, and our holding lost 24.4%. The overall impact on Fund performance, when taking into account the small size of the allocation, was a detraction of 1%.

Leuthold Asset Allocation Fund

This Fund has assets under management of $248 million. For the fiscal year ended September 30, 2013, the Leuthold Asset Allocation Fund generated a total return gain of 8.86% (retail share class), outperforming the Blended Benchmark’s total return gain of 7.86% over the same time frame. The Blended Benchmark is composed of: 35% S&P 500, 15% MSCI All Country World Index ex-USA, 40% Barclays Aggregate, 5% MSCI REIT Index, and 5% DJ/UBS Commodities Index.

During the latter part of 2012, we repositioned the strategy of the Leuthold Asset Allocation Fund to reflect an enhanced multi-asset framework, specifically differentiating it from the Leuthold Core Investment Fund as a more broadly diversified product. As part of this strategy revamp, the equity management was streamlined into one single portfolio, with top-down tilts driven by our ongoing research efforts. The Blended Benchmark was introduced as a more realistic comparator to the revised approach, versus the fully invested S&P 500.

6	The Leuthold Funds - 2013 Annual Report

Following the transition to the new strategy in mid-December, the Fund was aggressively positioned, relative to its Blended Benchmark, for the full fiscal year. It upheld an overweight toward Equities and REITS, with a commensurate underweight to Fixed Income and Commodities.

Equity exposure was the principal contributor to the Fund’s positive results for the fiscal year ended September 30, 2013. It maintained average equity exposure of 58.77% during this time, and outperformed its equity benchmark in seven of the twelve months. The most significant positive contributor to equity performance was the Fund’s tilt to overweighting Developed Markets and Growth stocks, versus Emerging Markets and Value stocks. Based on broad equity sector exposure, results were further driven by concentrations in: Health Care, Industrials, Financials, Information Technology, and Consumer Discretionary. The exposure to Telecommunications stocks was the only equity concentration that detracted from performance, at the sector level, during the fiscal year.

Within the Fund’s tilt favoring Developed Markets, it was overweight U.S.-traded stocks, with an average exposure of 73%, compared to the Blended Benchmark’s 35% U.S. stock allocation. This domestic tilt proved beneficial, with U.S. stocks gaining 19.79% since January, well ahead of the 10.47% gain of the rest of the world (MSCI All Country World Index ex-USA). The Fund’s tilt toward Developed Europe and Developed Asian Markets were also beneficial exposures. The most profitable equity investments by country, after the U.S., came from Canada, France, United Kingdom, Ireland, and China.

The Leuthold Asset Allocation Fund’s various Fixed Income investments did not have much overall impact on the Fund’s performance. The current role played by fixed income for this Fund is that of downside protection, and an offset to the higher levels of risk dictated by our positive view of riskier assets such as Equities and REITS.

There was an average of 25% of assets invested across seven segments of fixed income. Holdings included: Quality Corporate Bonds, Aggregate Bond Funds, Developed & Emerging Market Sovereign Debt, Treasury Inflation Protected Securities, High Yield Bonds, and Municipal Bonds. Due to the small sizes of the various allocations, none of these holdings was materially additive or detractive to the Fund’s overall results.

A strategic component of the Leuthold Asset Allocation Fund is to continuously attempt to identify the best diversification opportunities among global capital markets. Within the alternative asset category we have been bullishly positioned in terms of REITS. The favorable stance on the asset class has been driven by our models supporting across asset class relative strength, and the constructive macroeconomic environment. We started the fiscal year with a 4.6% allocation to REITS. Beginning in December, this position was incrementally increased for the next few months, reaching a high near 11%. The holding flourished through April, up nearly 21% total return. Following the initial talk of Federal Reserve tapering, late in the second quarter, risky assets experienced a significant downdraft and we began to tactically cut back REITS, ending the fiscal year with a 6.4% allocation. Volatility in the last five months resulted in giving back nearly half of that early year gain. For the full fiscal year, the REIT allocation was up 11.28%, contributing 0.95% to the Fund’s overall twelve month gain. Holdings here were diversified across a wide variety of sub-industries, including: Hotels, Housing, Office, Retail, Health Care, and Specialty.

The Fund maintained a position in physical Gold, with an average allocation of 4.41% during the fiscal year. This is a minor holding employed for its hedging role against U.S. dollar depreciation. This Gold position lost 29% over the last twelve months, which detracted from the Fund’s overall return by nearly 1.5%.

The Leuthold Funds - 2013 Annual Report

Leuthold Global Fund

This Fund has assets under management of $366 million. It is the global adaptation of the tactical asset allocation disciplines of the Leuthold Core Investment Fund. For the fiscal year ended September 30, 2013, the Leuthold Global Fund produced a total return gain of 14.78% (retail share class), outperforming the Lipper Global Flexible Funds Index total return gain of 10.42%. During the same time frame, the all-equity MSCI ACWI (All Country World Index) had a total return gain of 18.37%.

The Leuthold Global Fund follows the same market analysis disciplines as the Leuthold Core Investment Fund, therefore asset allocation shifts and the timing there of are essentially identical. As with the Core Fund, the Leuthold Global Fund’s average net equity exposure during the year was moderately bullish at 57.6%. It ranged from a low of 51% (November/December 2012), to a high of 63% (early April). There were three instances when our market analysis deteriorated to a “neutral” position during the year, thereby triggering an increase to the Fund’s equity hedge. Each of these moves to a neutral reading ultimately reversed back to “positive,” as the stock market recovered to new cyclical highs in all three cases. It is not uncommon to experience this type of volatility in our market analysis during late stage cyclical bull markets.

As noted, the Global Fund bettered the performance of the Lipper Global Flexible Funds Index, which consists of funds that allocate their investments across various asset classes composed of global securities, akin to the Leuthold Global Fund approach. The Leuthold Global Fund trailed the all-equity MSCI ACWI, but this was not due to disappointing performance from the Global Industries equity allocation (60.7% of assets on average), which contributed an outstanding 33.77% gain, outdoing the MSCI ACWI gain of 18.37% by over 15%. The Leuthold Global Fund’s principal investment strategy requires investments to be allocated across a variety of asset classes, versus being 100% invested in stocks; therefore, the overall underperformance, when compared to the MSCI ACWI, was essentially the result of having a portion of investments in assets other than global stocks. As this year’s results demonstrate, during strong market upswings, the Global Fund’s overall performance is unlikely to keep up with equity returns, because it is a portfolio of diversified assets.

For specifics related to the Fund’s global equities component during the last twelve months, see the performance discussion of the Leuthold Global Industries Fund on subsequent pages.

There was a small Equity Hedge (average 3.2% position) employed during ten months of the year, which ranged from a low 0.7% allocation in January, up to a high mark of 6.7% in July. The holding itself posted a big net loss of -18.5%, but due to the minimal size allocation, the effect on overall performance was limited to -1.2%.

While our strategy’s normal guideline minimum for Fixed Income is 30% of assets, over the last twelve months we maintained a lower average level of 25%. We employ a top-down tactical asset allocation framework within our fixed income exposure, using a multi-factor model to first evaluate “risk,” and determine whether to favor low risk (developed government securities), or higher risk assets (credit). For low risk vehicles, a multi-factor model is used to select between nominal and inflation-linked government securities; whereas the high risk allocation uses a two factor Momentum and Relative Yield model to assess relative attractiveness among the five credit classes.

Attractive fixed income prospects have been generally nonexistent in this interest rate environment. As a result, to attempt to diversify the risks, we spread investments across seven varieties of fixed income, about equally divided between developed government securities and credit. Holdings included: Developed & Emerging Market Sovereign Debt, Quality Corporate Bonds, Aggregate Bond Funds, Municipal Bonds, High Yield Bonds, and Treasury Inflation Protected Securities. Due to the small sizes of the various allocations, none of these holdings were materially additive or detractive to the Fund’s overall results.

8	The Leuthold Funds - 2013 Annual Report

We opened the year with a 6% allocation to physical Gold but this was gradually reduced over the course of the year, ending with a 2.4% position. This is a minor holding employed for its hedging role against U.S. dollar depreciation. For the year, the allocation averaged out to a 4.1% holding. It was an abysmal year for this precious metal, and our holding lost 25.2%. The impact of this loss, taking into account the small allocation, detracted 1% from the Fund’s overall performance.

Leuthold Select Industries Fund

This all-equity Fund, with total assets under management of $9.8 million, had a strong total return gain of 27.26% for the fiscal year ended September 30, 2013, bettering the S&P 500’s 19.34% total return gain by nearly 8%, and outperforming the 23.15% total return gain of the Lipper Multi-Cap Core Funds Index by just over 4%.

The last twelve months’ market environment was much more favorable for our investment process. Our industry group model gained significant traction, as correlations decreased and group leadership trends became more evident and stronger. After a number of years of struggling with the challenges of high volatility and high correlations among stocks, this past year our industry group approach was clearly back on track and able to identify areas of strength that were sustainable. The Leuthold Select Industries Fund outperformed the S&P 500 by an average of 1.01% in nine of the last twelve months.

Broad sector concentrations in the Fund changed a great deal over the course of the year, although Financials and Industrials, two of the top three weights at the beginning of the year, remained in the top three as of fiscal year end. Information Technology is now the heaviest sector weight, up from fourth a year ago, while Health Care decreased to the fifth position, down from the second heaviest weight a year ago. There was no exposure to Utilities all year, and since late July the Fund has had zero exposure to the Energy, Materials, and Telecommunication Services sectors. This absence of exposure to that number of sectors is unusual, but it is a sign of the presence of robust leadership trends in the marketplace, a state in which our strategy should prosper.

Industrials, Health Care, Financials, and Consumer Discretionary were the most value-added sector concentrations over the last twelve months. Information Technology, Energy, and Consumer Staples were also positive contributors, but to a lesser degree. While there were no sector concentrations that detracted from performance, the exposures (when existent) to Materials and Telecommunication Services had barely traceable contributions, with each offering less than one half of one percent to the Fund’s results.

From an equity industry group perspective, the Leuthold Select Industries Fund’s most beneficial exposure came from investments scattered across a variety of sectors. Among the top contributors were: Airlines, Railroads, Data Processing & Outsourced Services, Consumer Finance, Health Care Facilities, Advertising, Oil & Gas Refining & Marketing, Specialized Finance, Drug Retail, Automotive Retail, and Managed Health Care.

The Leuthold Funds - 2013 Annual Report

As noted, none of the broad sector concentrations were subtractive to performance, but there were some industry group holdings which had relatively significant negative contribution to return: Regional Banks, General Merchandise Stores, Computer Hardware, Biotechnology, and Hypermarkets & Super Centers.

The year’s exposure to foreign-domiciled stocks averaged 14.6% of the equity allocation. This actively fluctuated all year, beginning with 12% exposure in October 2012, and slowly increasing to a high level of 20% by the end of January. From there the exposure incrementally declined to end the year at just over 8%. Of this foreign exposure, Developed Market stocks composed an average of 11%, with Emerging Market stocks at 3% on average.

Leuthold Global Industries Fund

This all-equity Fund, with total assets under management of $14.5 million, had an outstanding total return gain of 30.98% (retail share class) for the fiscal year ended September 30, 2013. Its benchmark comparator, the MSCI ACWI (All Country World Index) returned 18.37% total return, over that time frame, and the Lipper Global Multi-Cap Value Index had a total return gain of 24.71%.

The Leuthold Global Industries Fund outperformed the MSCI ACWI by an average of 1.24% in ten of the last twelve months. The Fund’s quantitative group selection approach does best in periods when there is a strong distinction between winners and losers among equity groups and themes, and despite the continued presence of global macro-driven uncertainties, this past year was very favorable for the strategy.

U.S. stock exposure within the Fund averaged 48% for the year. It migrated down to a low of 44% by the end of January, and then slowly increased to reach a high point of 53% at the end of July, before moving back down to end the fiscal year at 50%. The MSCI ACWI had a steady average exposure of 46% to U.S. stocks, only fluctuating by one percent up/down from there. Of the foreign-traded securities in the Leuthold Global Industries Fund, an average of 84% was invested in Developed Markets, with 16% on average invested in Emerging Market stocks.

Equity exposure in this Fund is determined by selecting the industry groups that appear most attractive according to our quantitative disciplines, and investing in the highest rated stocks from those groups regardless of country of domicile. The traditional approach of first attempting to identify opportunities specific to countries or regions is not part of the equation. We believe that industry group concentrations will generate superior returns over the traditional approach of “country” or “regional” concentrations, because the global economy has become increasingly interdependent.

During the fiscal year ended September 30, 2013, all broad sector exposures had a positive contribution to return. Sectors with the most significant contribution were: Consumer Discretionary, Financials, and Industrials – three of last year’s top four contributors. Each of these sectors was overweight versus the corresponding MSCI ACWI sector exposure, particularly Consumer Discretionary and Financials. At the global industry group level, the best results came from the Fund’s investments in stocks from: Auto Components, Airlines, Reinsurance, Health Care Facilities, Media, and Multi-line Insurance.

We were underweight Health Care, Energy, Consumer Staples, and Information Technology versus the MSCI ACWI sector weights. Despite this, individual stock selection in these sectors was very effective, with two of the sectors outperforming the corresponding index sectors, and the other two only marginally underperforming. Although no overall sector exposure had a negative impact on performance, the Utilities sector was just marginally additive; this was primarily due to having a big underweight, with less than 1% average exposure all year. There were only four industry group investments that had negative

10	The Leuthold Funds - 2013 Annual Report

contributions to return: Fertilizers & Agricultural Chemicals, Emerging Wireless Telecom Services, Computers & Peripherals, and Household Durables.

During the year, the Fund had investments in 35 countries outside the U.S., with an average of 29 country investments in any given month. Foreign market allocations that were consistently larger weights throughout the year included: Germany, Japan, Canada, France, and the United Kingdom. Exposure to Thailand, Brazil, China, South Africa, and Australia were relatively heavier portfolio exposures initially, but dwindled to minimal or zero weight by year end. Country exposures that conspicuously increased in weight during the year were: South Korea, Taiwan, Sweden, and Switzerland. Performance-wise, the most positive contributors at the country level came from investments in the U.S., Germany, United Kingdom, Thailand, France, Japan, Canada, and Ireland. With the exception of Ireland, our investments associated with these countries were also more value-added than corresponding MSCI ACWI allocations in these countries, which tells us our stock selection within countries was high-quality. Our South Africa exposure was the biggest negative, yet it was so minimal that it detracted less than one half of one percent overall.

As noted above, the country-specific exposures are not deliberate. Rather, they are the by-product of the quantitative stock selection approach used to gain exposure to the attractive global industry groups. This method is uncharacteristic of global investment strategies, where it is customary to target location of interest before selecting securities in which to invest.

Grizzly Short Fund

This Fund is 100% short individual stocks, with assets under management of $95 million. For the fiscal year ended September 30, 2013, the Grizzly Short Fund produced a -22.33% total return loss, outperforming the Lipper Dedicated Short Bias Funds Index loss of -28.87%, and the benchmark S&P MidCap 400 Index, which had total return gain of 27.68% (short-selling the benchmark would have produced a loss of around -28%, which is over 5.5% worse than the Grizzly Short Fund return). Compared to the S&P 500 (+19.34% total return), the Fund lagged the corresponding inverse of that index. Taking into account that the median market capitalization of the Grizzly Short Fund is about $4.0 million, the S&P MidCap 400 Index median market capitalization is $3.4 million, and the S&P 500 median market capitalization is $15.4 million, the Grizzly Short Fund is more comparable to the S&P MidCap 400. Therefore, measured against the S&P MidCap 400, which most resembles the Grizzly Short Fund’s typical stock position, we regard the Fund’s results as value-added over the last twelve months.

At the broad sector level, the Grizzly Short Fund did not have any sector concentrations which produced a positive contribution to return over the last twelve months. On average, the heaviest sector concentrations (Information Technology, Industrials, and Consumer Discretionary) detracted the most from performance, contributing about -13.6% to the Fund’s twelve month loss. Energy, Financials, and Health Care concentrations each detracted from performance by 1% to 1.8%. Unsurprisingly, the sectors contributing the least damage to performance were those with generally lower average weights in the portfolio: Utilities, Telecommunications Services, Materials, and Consumer Staples. Often, the sectors and stocks we avoid are just as important as the ones we target.

Breaking it down by industry groups, there were constructive exposures which provided positive contribution to return (investments which helped to offset the Fund’s losses), and thereby played a role in the Fund’s outperformance versus the S&P MidCap 400. The most noteworthy in this respect were: Diversified Metals & Mining, Precious Metals & Minerals, Computer Storage & Peripherals, Diversified Support Services, Application Software, IT Consulting, Internet Software & Services,

The Leuthold Funds - 2013 Annual Report

Communications Equipment, Oil & Gas Exploration/Production, Coal & Consumable Fuels, Independent Power Producers/Energy Traders, Department Stores, and Apparel Accessories & Luxury Goods. In sum, the productive industry group investments over the last twelve months were concentrated in Materials, Information Technology, Energy, and Consumer Discretionary sectors.

The industry group detractors were concentrated in the Information Technology sector. Interestingly, some of the group contributors on the positive side (listed above) were also significant performance detractors: Internet Software & Services, Application Software, and Systems Software. This imbalance of strength and weakness among stocks belonging to the same industry group is a sign that there is no common trend benefiting the group as a whole. In a similar vein, while some Consumer Discretionary groups had a notable presence in the positive contributor segment, there was also a strong presence from this sector in the performance detractor division, specifically: Internet Retail, Casinos & Gaming, and Specialized Consumer Services.

The Grizzly Short Fund is a highly disciplined methodology, with portfolio positions monitored on a daily basis. High turnover is inherent; sector concentrations and industry group exposures have the potential to fluctuate considerably throughout the year. As opposed to a market capitalization weighted index, such as the S&P MidCap 400 or the S&P 500, the Grizzly Short Fund positions are similarly weighted across the portfolio. Due to this, the Fund is not subject to the idiosyncrasies of being heavily dependent on a handful of stocks that compose an oversized percentage of assets. Additional features of the strategy include policies that trigger specific short-covering action, such as capturing gains and stop-loss tactics, and weighting limitations on sector and sub-industry group concentrations.

When the stock market is in a clearly rising trend, investors should expect the Grizzly Short Fund to lose money. Under those circumstances, the Fund’s goal is to add value over an index short by losing less. Investors who are not experienced in short-selling and adjusting portfolios for changing risk profiles should consider one of our asset allocation funds: the Leuthold Core Investment Fund or the Leuthold Global Fund. These two Funds have equity hedging flexibility built into their disciplines, and they will execute this short-selling strategy alongside their other allocations, when the stock market is viewed as overvalued and vulnerable to a downside correction.

IN CLOSING

As we wrap up the fiscal year, we see strong economic measures and overall healthy underpinnings for the stock market. The ISM Manufacturing Composite averaged 55.8 in the third quarter of 2013, which is consistent with real GDP growth of about 3% annualized. Weekly unemployment claims have fallen to the low 300,000 level, and the unemployment rate has fallen from 9.0% two years ago to a recovery low of 7.3% in August. The Citi Economic Surprise Index trades near the high end of its post-recession range, and finally, the S&P 500 is up 55% in the last two years and +158% since March 2009.

When the market sank to near 30-year valuation lows in the spring of 2009, we certainly didn’t expect it would recover to such elevated levels within the confines of a single cyclical bull market. The last two years have been an impressive, late-cycle move that’s stirred daily controversy over how much of it is “fundamental” versus “ephemeral,” or QE-induced. Unfortunately, that won’t be known until well after the fact.

Cyclical bull market tops typically feature action that is far more diffuse in nature, with groups like Small Caps, Financials, Transportation stocks and Utilities falling away one by one leading into the final S&P 500 high. Of these, currently only the

12	The Leuthold Funds - 2013 Annual Report

Utilities sector has shown serious relative weakness. When the epitaph on the current bull market is eventually written, the April 30th top in the Dow Jones Utilities may turn out to be the beginning of the end. But we’ll need more negative evidence before we adopt a defensive market stance.

It is primarily the market action work in our disciplined analysis that has kept us invested during the last couple of innings of this bull market, and that work remains bullish today. Therefore, as we begin the new fiscal year, with our stock market disciplines indicating the environment can accommodate additional gains in this cycle, our allocation portfolios will continue to be well-exposed to equities.

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. It is our objective that each of our strategies will add value in all market environments.

We are a majority employee-owned, small independent firm. Employee ownership in Leuthold Funds is strong, and all are committed to the firm’s success. We measure our success by our ability to attain steady, market-beating performance over the long term, for the benefit of our shareholders - which includes ourselves.

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	Greg Swenson, CFA
Co-Portfolio Manager	Co-Portfolio Manager	Co-Portfolio Manager

The Leuthold Funds - 2013 Annual Report

The Leuthold Funds

Expense Example – September 30, 2013 (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, 2013 – September 30, 2013).

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), 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.

14	The Leuthold Funds - 2013 Annual Report

The Leuthold Funds

Expense Example Tables (Unaudited)

Leuthold Core Investment Fund - Retail Class

	Beginning		Ending		Expenses Paid
	Account Value		Account Value		During Period*
	April 1, 2013		September 30, 2013		April 1, 2013 - September 30, 2013
Actual**	$	1,000.00	$	1,035.50	$	6.43
Hypothetical (5% return before expenses)***		1,000.00		1,018.78		6.38

* Expenses are equal to the Fund’s annualized expense ratio of 1.26%, multiplied by the average account value over the period, multiplied by 183/365 to reflect the one-half year period.

** Excluding dividends and interest on short positions, your actual cost of investment in the Fund would be $5.97 and the Fund's annualized expense ratio would be 1.17%.

*** Excluding dividends and interest on short positions, your hypothetical cost of investment in the Fund would be $5.92 and the Fund's annualized expense ratio would be 1.17%.

Leuthold Core Investment Fund - Institutional Class

	Beginning		Ending		Expenses Paid
	Account Value		Account Value		During Period*
	April 1, 2013		September 30, 2013		April 1, 2013 - September 30, 2013
Actual**	$	1,000.00	$	1,036.00	$	5.92
Hypothetical (5% return before expenses)***		1,000.00		1,019.28		5.87

* Expenses are equal to the Fund’s annualized expense ratio of 1.16%, multiplied by the average account value over the period, multiplied by 183/365 to reflect the one-half year period.

** Excluding dividends and interest on short positions, your actual cost of investment in the Fund would be $5.41 and the Fund's annualized expense ratio would be 1.06%.

*** Excluding dividends and interest on short positions, your hypothetical cost of investment in the Fund would be $5.37 and the Fund's annualized expense ratio would be 1.06%.

Leuthold Asset Allocation Fund - Retail Class

	Beginning		Ending		Expenses Paid
	Account Value		Account Value		During Period*
	April 1, 2013		September 30, 2013		April 1, 2013 - September 30, 2013
Actual	$	1,000.00	$	1,034.10	$	6.58
Hypothetical (5% return before expenses)		1,000.00		1,018.63		6.53

* Expenses are equal to the Fund’s annualized expense ratio of 1.29%, multiplied by the average account value over the period, multiplied by 183/365 to reflect the one-half year period.

Leuthold Asset Allocation Fund - Institutional Class

	Beginning		Ending		Expenses Paid
	Account Value		Account Value		During Period*
	April 1, 2013		September 30, 2013		April 1, 2013 - September 30, 2013
Actual	$	1,000.00	$	1,034.90	$	6.02
Hypothetical (5% return before expenses)		1,000.00		1,019.18		5.97

* Expenses are equal to the Fund’s annualized expense ratio of 1.18%, multiplied by the average account value over the period, multiplied by 183/365 to reflect the one-half year period.

The Leuthold Funds - 2013 Annual Report

The Leuthold Funds
Expense Example Tables (Unaudited)

Leuthold Global Fund - Retail Class

	Beginning		Ending		Expenses Paid
	Account Value		Account Value		During Period*
	April 1, 2013		September 30, 2013		April 1, 2013 - September 30, 2013
Actual**	$	1,000.00	$	1,043.60	$	8.30
Hypothetical (5% return before expenses)***		1,000.00		1,016.98		8.19

* Expenses are equal to the Fund’s annualized expense ratio of 1.62%, multiplied by the average account value over the period, multiplied by 183/365 to reflect the one-half year period.

** Excluding dividends and interest on short positions, your actual cost of investment in the Fund would be $7.68 and the Fund’s annualized expense ratio would be 1.50%.

*** Excluding dividends and interest on short positions, your hypothetical cost of investment in the Fund would be $7.58 and the Fund's annualized expense ratio would be 1.50%.

Leuthold Global Fund - Institutional Class

	Beginning		Ending		Expenses Paid
	Account Value		Account Value		During Period*
	April 1, 2013		September 30, 2013		April 1, 2013 - September 30, 2013
Actual**	$	1,000.00	$	1,044.80	$	7.38
Hypothetical (5% return before expenses)***		1,000.00		1,017.88		7.28

* Expenses are equal to the Fund’s annualized expense ratio of 1.44%, multiplied by the average account value over the period, multiplied by 183/365 to reflect the one-half year period.

** Excluding dividends and interest on short positions, your actual cost of investment in the Fund would be $6.72 and the Fund's annualized expense ratio would be 1.31%.

*** Excluding dividends and interest on short positions, your hypothetical cost of investment in the Fund would be $6.63 and the Fund's annualized expense ratio would be 1.31%.

Leuthold Select Industries Fund

	Beginning		Ending		Expenses Paid
	Account Value		Account Value		During Period*
	April 1, 2013		September 30, 2013		April 1, 2013 - September 30, 2013
Actual	$	1,000.00	$	1,112.20	$	8.47
Hypothetical (5% return before expenses)		1,000.00		1,017.08		8.09

* Expenses are equal to the Fund’s annualized expense ratio of 1.60%, multiplied by the average account value over the period, multiplied by 183/365 to reflect the one-half year period.

16	The Leuthold Funds - 2013 Annual Report

The Leuthold Funds
Expense Example Tables (Unaudited)

Leuthold Global Industries Fund - Retail Class

	Beginning		Ending		Expenses Paid
	Account Value		Account Value		During Period*
	April 1, 2013		September 30, 2013		April 1, 2013 - September 30, 2013
Actual	$	1,000.00	$	1,105.50	$	10.29
Hypothetical (5% return before expenses)		1,000.00		1,015.32		9.85

* Expenses are equal to the Fund’s annualized expense ratio of 1.95%, multiplied by the average account value over the period, multiplied by 183/365 to reflect the one-half year period.

Leuthold Global Industries Fund - Institutional Class

	Beginning		Ending		Expenses Paid
	Account Value		Account Value		During Period*
	April 1, 2013		September 30, 2013		April 1, 2013 - September 30, 2013
Actual	$	1,000.00	$	1,107.30	$	8.98
Hypothetical (5% return before expenses)		1,000.00		1,016.58		8.59

* Expenses are equal to the Fund’s annualized expense ratio of 1.70%, multiplied by the average account value over the period, multiplied by 183/365 to reflect the one-half year period.

Grizzly Short Fund

	Beginning		Ending		Expenses Paid
	Account Value		Account Value		During Period*
	April 1, 2013		September 30, 2013		April 1, 2013 - September 30, 2013
Actual**	$	1,000.00	$	902.30	$	15.83
Hypothetical (5% return before expenses)***		1,000.00		1,008.45		16.72

* Expenses are equal to the Fund’s annualized expense ratio of 3.32%, multiplied by the average account value over the period, multiplied by 183/365 to reflect the one-half year period.

** Excluding dividends and interest on short positions, your actual cost of investment in the Fund would be $7.25 and the Fund's annualized expense ratio would be 1.52%.

*** Excluding dividends and interest on short positions, your hypothetical cost of investment in the Fund would be $7.65 and the Fund's annualized expense ratio would be 1.52%.

The Leuthold Funds - 2013 Annual Report

The Leuthold Funds

(Unaudited)

Leuthold Core Investment Fund

Allocation of Portfolio Holdings

September 30, 2013*

Leuthold Asset Allocation Fund

Allocation of Portfolio Holdings

September 30, 2013*

		*Excludes short-term investments less than 5% of net assets.
18	The Leuthold Funds - 2013 Annual Report

The Leuthold Funds

(Unaudited)

Leuthold Global Fund

Allocation of Portfolio Holdings

September 30, 2013

Leuthold Select Industries Fund

Allocation of Portfolio Holdings

September 30, 2013*

*Excludes short-term investments less than 5% of net assets.
	The Leuthold Funds - 2013 Annual Report	19

The Leuthold Funds

(Unaudited)

Leuthold Global Industries Fund

Allocation of Portfolio Holdings

September 30, 2013*

Grizzly Short Fund

Allocation of Portfolio Holdings

September 30, 2013*

		*Excludes short-term investments less than 5% of net assets.
20	The Leuthold Funds - 2013 Annual Report

The Leuthold Funds

Leuthold Core Investment Fund (Unaudited)
Components of Portfolio Holdings*	Fair Value
U.S. Traded Equity Securities	$	378,287,542
U.S. Traded Equity Securities - Short		31,807,214
Foreign Government Bonds		31,136,373
Non-U.S. Traded Equity Securities		23,140,328
Mortgage Backed Bond Funds		23,028,993
Corporate Bonds		19,877,777
Foreign Government Bond Funds		16,849,119
Foreign Currency Funds		15,930,618
U.S. Treasury Obligations		15,284,334
Precious Metals		14,648,492
Corporate Bond Funds		7,165,594
High Yield Bond Funds		3,061,727
Emerging Country Funds		2,997,500
Index Funds - Short		1,163,982
Total:	$	584,379,593

Leuthold Asset Allocation Fund (Unaudited)
Components of Portfolio Holdings*	Fair Value
U.S. Traded Equity Securities	$	158,914,747
U.S. Treasury Obligations		19,710,437
Non-U.S. Traded Equity Securities		15,662,702
Mortgage Backed Bond Funds		10,854,979
Corporate Bonds		10,026,071
Precious Metals		7,958,550
Foreign Government Bonds		7,070,423
Corporate Bond Funds		3,883,759
High Yield Bond Funds		2,391,748
Foreign Government Bond Funds		2,056,200
Emerging Country Funds		2,025,166
Total:	$	240,554,782


Leuthold Global Fund (Unaudited)
Components of Portfolio Holdings	Fair Value
U.S. Traded Equity Securities	$	137,999,291
Non-U.S. Traded Equity Securities		99,471,679
Foreign Government Bonds		27,422,727
Short-Term Investments		20,926,701
U.S. Treasury Obligations		10,660,585
Mortgage Backed Bond Funds		10,486,338
Corporate Bonds		9,697,854
Foreign Currency Funds		9,456,414
Precious Metals		7,943,138
Foreign Government Bond Funds		6,739,046
U.S. Traded Equity Securities - Short		6,535,934
Corporate Bond Funds		6,083,061
Non-U.S. Traded Equity Securities - Short		5,102,087
High Yield Bond Funds		3,084,138
Emerging Country Funds		1,041,168
Emerging Country Funds - Short		982,648
Foreign Equity Funds - Short		817,022
Total:	$	364,449,831

Leuthold Select Industries Fund (Unaudited)
Components of Portfolio Holdings*	Fair Value
Information Technology	$	2,207,487
Industrials		1,796,808
Financials		1,725,984
Consumer Discretionary		1,725,443
Health Care		1,602,446
Consumer Staples		598,679
Total:	$	9,656,847

*Excludes short-term investments less than 5% of net assets.
	The Leuthold Funds - 2013 Annual Report	21

The Leuthold Funds

Leuthold Global Industries Fund (Unaudited)
Components of Portfolio Holdings*	Fair Value
Consumer Discretionary	$	3,758,845
Financials		3,654,159
Information Technology		2,311,924
Industrials		1,717,727
Materials		1,005,022
Consumer Staples		816,822
Telecommunication Services		637,136
Energy		106,420
Total:	$	14,008,055
Grizzly Short Fund (Unaudited)
Components of Portfolio Holdings*	Fair Value
Information Technology	$	16,301,128
Financials		15,157,229
Energy		13,426,188
Materials		9,874,924
Industrials		8,820,424
Consumer Discretionary		7,401,419
Consumer Staples		5,923,877
Utilities		5,092,609
Health Care		4,121,476
Telecommunication Services		1,480,464
Total:	$	87,599,738

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 less than 5% of net assets.
22	The Leuthold Funds - 2013 Annual Report

Leuthold Core Investment Fund - Retail Class
(Unaudited)

Average Annual Rate of Return For Periods Ended
September 30, 2013

	1 Year			3 Year			5 Year			10 Year
Leuthold Core Investment Fund - Retail Class		11.29	%		6.47	%		5.16	%		7.55	%
Lipper Flexible Portfolio Funds Index		11.35	%		9.64	%		8.21	%		7.02	%
S&P 500 Index		19.34	%		16.27	%		10.02	%		7.57	%

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

The Lipper Flexible Portfolio Funds 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 9/30/03. 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 - 2013 Annual Report 23

Leuthold Core Investment Fund - Institutional Class
(Unaudited)

Average Annual Rate of Return For Periods Ended
September 30, 2013

	1 Year			3 Year			5 Year			Since Inception
Leuthold Core Investment Fund -
Institutional Class		11.42	%		6.57	%		5.28	%		4.76	%
Lipper Flexible Portfolio Funds Index		11.35	%		9.64	%		8.21	%		5.44	%
S&P 500 Index		19.34	%		16.27	%		10.02	%		5.87	%

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

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

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.

24 The Leuthold Funds - 2013 Annual Report

Leuthold Asset Allocation Fund - Retail Class
(Unaudited)

Average Annual Rate of Return For Periods Ended
September 30, 2013

	1 Year			3 Year			5 Year			Since Inception
Leuthold Asset Allocation Fund - Retail Class		8.86	%		6.27	%		5.31	%		3.50	%
Lipper Flexible Portfolio Funds Index		11.35	%		9.64	%		8.21	%		5.80	%
Blended Benchmark		7.86	%		8.43	%		7.35	%		5.65	%
S&P 500 Index		19.34	%		16.27	%		10.02	%		6.28	%

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

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

The Blended Benchmark is made up of 40% of the Barclays Aggregate Bond Index, 35% of the S&P 500 Index, 15% of the MSCI AC World Index ex USA, 5% of the Dow Jones-UBS Commodity Index and 5% of the MSCI US REIT Index. The Barclays Aggregate Bond Index covers the USD-denominated, investment-grade, fixed-rate, taxable bond market of SEC-registered securities. 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. MSCI AC World Index ex USA is a market capitalization weighted index designed to provide a broad measure of equity-market performance throughout the world. The Dow Jones-UBS Commodity Index is a broadly diversified index that allows investors to track commodity futures through a single, simple measure. The MSCI US REIT Index broadly and fairly represents the equity REIT opportunity set with proper investability screens to ensure that the index is investable and replicable. The index represents approximately 85% of the US REIT universe.

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.

The Leuthold Funds - 2013 Annual Report 25

Leuthold Asset Allocation Fund - Institutional Class
(Unaudited)

Average Annual Rate of Return For Periods Ended
September 30, 2013

	1 Year			3 Year			5 Year			Since Inception
Leuthold Asset Allocation Fund -
Institutional Class		9.06	%		6.54	%		5.58	%		3.21	%
Lipper Flexible Portfolio Funds Index		11.35	%		9.64	%		8.21	%		4.70	%
Blended Benchmark		7.86	%		8.43	%		7.35	%		4.49	%
S&P 500 Index		19.34	%		16.27	%		10.02	%		4.63	%

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

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

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.

26 The Leuthold Funds - 2013 Annual Report

Leuthold Global Fund - Retail Class
(Unaudited)

Average Annual Rate of Return For Periods Ended
September 30, 2013

	1 Year			3 Year			5 Year			Since Inception
Leuthold Global Fund - Retail Class		14.78	%		7.64	%		8.70	%		5.20	%
Lipper Global Flexible Funds Index		10.42	%		7.16	%		6.02	%		3.27	%
MSCI ACWI		18.37	%		10.81	%		8.30	%		4.40	%
S&P 500 Index		19.34	%		16.27	%		10.02	%		7.63	%

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

The Lipper Global Flexible 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 December 31, 2012, 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.

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.

The Leuthold Funds - 2013 Annual Report 27

Leuthold Global Fund - Institutional Class
(Unaudited)

Average Annual Rate of Return For Periods Ended
September 30, 2013

	1 Year			3 Year			5 Year			Since Inception
Leuthold Global Fund - Institutional Class		15.08	%		7.88	%		8.94	%		5.05	%
Lipper Global Flexible Funds Index		10.42	%		7.16	%		6.02	%		2.24	%
MSCI ACWI		18.37	%		10.81	%		8.30	%		2.80	%
S&P 500 Index		19.34	%		16.27	%		10.02	%		5.98	%

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

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.

28 The Leuthold Funds - 2013 Annual Report

Leuthold Select Industries Fund
(Unaudited)

Average Annual Rate of Return For Periods Ended
September 30, 2013

	1 Year			3 Year			5 Year			10 Year
Leuthold Select Industries Fund		27.26	%		12.79	%		5.40	%		8.71	%
Russell 2000 Index		30.06	%		18.29	%		11.15	%		9.64	%
Lipper Multi-Cap Core Funds Index		23.15	%		15.05	%		10.50	%		7.96	%
S&P 500 Index		19.34	%		16.27	%		10.02	%		7.57	%

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 Lipper Multi-Cap Core Funds Index is an average of funds that invest in a variety of market capitalization ranges without concentrating 75% of their equity assets in any one market capitalization range over an extended period of time. Multi-cap funds typically have between 25% and 75% of their assets invested in companies with market capitalizations (on a three-year weighted basis) above 300% of the dollar-weighted median market capitalization of the middle 1,000 securities of the S&P SuperComposite 1500 Index. These funds typically have an average price-to-earnings ratio, price-to-book ratio, and three-year sales-per-share growth value, compared to the S&P SuperComposite 1500 Index.

The Leuthold Funds - 2013 Annual Report 29

Leuthold Global Industries Fund - Retail Class
(Unaudited)

Average Annual Rate of Return For Periods Ended
September 30, 2013

	1 Year			3 Year			5 Year			Since Inception
Leuthold Global Industries Fund -
Retail Class		30.98	%		11.32	%		n/a			13.20	%
MSCI ACWI		18.37	%		10.81	%		8.30	%		12.03	%
Lipper Global Multi-Cap Value Index		24.71	%		11.70	%		n/a			12.86	%
S&P 500 Index		19.34	%		16.27	%		10.02	%		14.74	%

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

The Lipper Global Multi-Cap Value Index is an index that measures investment in a variety of market capitalization ranges without concentrating 75% of their equity assets in any one market capitalization range over an extended period of time. Typically this index has 25% to 75% of their assets invested in companies both inside and outside of the U.S. with market capitalizations (on a three-year weighted basis) above 400% of the 75th market capitalization percentile of the S&P/Citigroup World Broad Market Index.

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.

30 The Leuthold Funds - 2013 Annual Report

Leuthold Global Industries Fund - Institutional Class
(Unaudited)

Average Annual Rate of Return For Periods Ended
September 30, 2013

	1 Year			3 Year			5 Year			Since Inception
Leuthold Global Industries Fund - Institutional Class		31.17	%		11.67	%		n/a			13.51	%
MSCI ACWI		18.37	%		10.81	%		8.30	%		12.03	%
Lipper Global Multi-Cap Value Index		24.71	%		11.70	%		n/a			12.86	%
S&P 500 Index		19.34	%		16.27	%		10.02	%		14.74	%

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

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.

The Leuthold Funds - 2013 Annual Report 31

Grizzly Short Fund
(Unaudited)

Average Annual Rate of Return For Periods Ended
September 30, 2013

	1 Year			3 Year			5 Year			10 Year
Grizzly Short Fund		(22.33	%)		(19.52	%)		(21.14	%)		(11.59	%)
Lipper Dedicated Short Bias Funds Index		(28.87	%)		(23.65	%)		(21.34	%)		(13.60	%)
S&P MidCap 400 Index		27.68	%		17.45	%		13.08	%		10.84	%
S&P 500 Index		19.34	%		16.27	%		10.02	%		7.57	%

A $10,000 Investment in the Grizzly Short Fund

The Lipper Dedicated Short Bias Funds Index is an equally weighted representation of funds in the Lipper Dedicated Short Bias category. These funds employ a hedge fund strategy that maintains a new short exposure to the market through a combination of short and long positions. A dedicated short bias investment strategy attempts to capture profits when the market declines, by holding investments that are overall biased to the short side.

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.

32 The Leuthold Funds - 2013 Annual Report

The Leuthold Funds - 2013 Annual Report 33

The Leuthold Funds

Statements of Assets and Liabilities

September 30, 2013

	Leuthold		Leuthold
	Core		Asset		Leuthold
	Investment		Allocation		Global
	Fund		Fund		Fund
	(Consolidated)		(Consolidated)		(Consolidated)

ASSETS:
Investments, at cost
Unaffiliated securities	$	472,354,710	$	220,532,458	$	297,510,927
Affiliated securities		16,126,065		—		9,585,182
Total investments, at cost		488,480,775		220,532,458		307,096,109

Investments, at fair value
Unaffiliated securities		553,685,782		247,355,185		341,555,726
Affiliated securities		15,930,618		—		9,456,414
Total investments, at fair value		569,616,400		247,355,185		351,012,140
Cash		1		1		25,286
Foreign currency
(cost $6,204, $503,972, and $101,686, respectively)		6,194		510,704		102,947
Receivable for Fund shares sold		196,767		25,394		302,110
Receivable for investments sold		8,409,012		31,903		23,879
Collateral at broker for securities sold short		69,469,305		224		27,659,428
Collateral at broker for futures contracts		—		553,408		—
Interest receivable		576,924		302,360		367,275
Dividends receivable		374,334		333,390		571,835
Receivable from Adviser		—		—		—
Other assets		7,000		18,863		33,089
Total Assets		648,655,937		249,131,432		380,097,989

LIABILITIES:
Securities sold short, at fair value
(proceeds $33,277,002, $0, and $12,942,057, respectively)		32,971,196		—		13,437,691
Interest payable on securities sold short		—		—		—
Payable for investments purchased		8,601,994		—		27,555
Payable for Fund shares redeemed		598,055		310,919		266,524
Payable to Adviser		446,680		188,947		327,327
Payable to Custodian		48,137		38,307		49,015
Payable to Directors		20,884		8,943		12,179
Dividends payable on securities sold short		25,182		—		26,437
Distribution (Rule 12b-1) fees payable		—		146,187		53,064
Shareholder servicing fees payable		83,496		—		—
Accrued expenses and other liabilities		315,528		282,500		203,804
Total Liabilities		43,111,152		975,803		14,403,596
NET ASSETS	$	605,544,785	$	248,155,629	$	365,694,393

34 The Leuthold Funds - 2013 Annual Report

See Notes to the Financial Statements.

The Leuthold Funds

Statements of Assets and Liabilities (continued)

September 30, 2013

	Leuthold			Leuthold
	Core			Asset			Leuthold
	Investment			Allocation			Global
	Fund			Fund			Fund
	(Consolidated)			(Consolidated)			(Consolidated)

NET ASSETS CONSIST OF:
Capital stock	$	470,030,765		$	507,745,530		$	288,887,917
Accumulated net investment income (loss)		13,460,491			2,472,634			884,698
Accumulated net realized gain (loss) on investments		40,609,966			(288,892,392	)		32,493,368
Net unrealized appreciation on
investments and short positions		81,443,563			26,829,857			43,428,410
Total Net Assets	$	605,544,785		$	248,155,629		$	365,694,393

Retail Class Shares
Net assets	$	409,043,691		$	192,443,391		$	126,418,514
Shares outstanding
(1,000,000,000 shares of
$0.0001 par value authorized)		22,359,603			17,643,361			10,849,919
Net Asset Value, Redemption Price
and Offering Price Per Share		$18.29	*		$10.91	*		$11.65	*

Institutional Class Shares
Net assets	$	196,501,094		$	55,712,238		$	239,275,879
Shares outstanding
(1,000,000,000 shares of
$0.0001 par value authorized)		10,747,013			5,089,735			20,469,089
Net Asset Value, Redemption Price
and Offering Price Per Share		$18.28	*		$10.95	*		$11.69	*

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

See Notes to the Financial Statements.

The Leuthold Funds - 2013 Annual Report 35

The Leuthold Funds

Statements of Assets and Liabilities (continued)

September 30, 2013

	Leuthold		Leuthold
	Select		Global		Grizzly
	Industries		Industries		Short
	Fund		Fund		Fund

ASSETS:
Investments, at cost
Unaffiliated securities	$	8,146,783	$	12,600,301	$	3,076,329
Affiliated securities		—		—		—
Total investments, at cost		8,146,783		12,600,301		3,076,329

Investments, at fair value
Unaffiliated securities		10,066,665		14,408,889		3,076,329
Affiliated securities		—		—		—
Total investments, at fair value		10,066,665		14,408,889		3,076,329
Cash		—		1,393		1
Foreign currency
(cost $0, $5,896, and $0, respectively)		—		6,048		—
Receivable for Fund shares sold		2,552		100,000		211,653
Receivable for investments sold		209,267		1,882		9,987
Collateral at broker for securities sold short		—		—		181,427,777
Collateral at broker for futures contracts		—		—		—
Interest receivable		3		5		90
Dividends receivable		8,105		29,376		—
Receivable from Adviser		—		10,599		—
Other assets		7,950		12,359		5,252
Total Assets		10,294,542		14,570,551		184,731,089

LIABILITIES:
Securities sold short, at fair value
(proceeds $0, $0, and $89,245,816, respectively)		—		—		87,599,738
Interest payable on securities sold short		—		—		34,086
Payable for investments purchased		443,147		4,885		1,682,797
Payable for Fund shares redeemed		—		—		216,885
Payable to Adviser		9,267		—		105,726
Payable to Custodian		5,950		29,334		213
Payable to Directors		319		418		2,991
Dividends payable on securities sold short		—		—		69,287
Distribution (Rule 12b-1) fees payable		88		—		—
Shareholder servicing fees payable		1,569		—		13,122
Accrued expenses and other liabilities		28,671		32,766		91,442
Total Liabilities		489,011		67,403		89,816,287
NET ASSETS	$	9,805,531	$	14,503,148	$	94,914,802

36 The Leuthold Funds - 2013 Annual Report

See Notes to the Financial Statements.

The Leuthold Funds

Statements of Assets and Liabilities (continued)

September 30, 2013

	Leuthold			Leuthold
	Select			Global			Grizzly
	Industries			Industries			Short
	Fund			Fund			Fund

NET ASSETS CONSIST OF:
Capital stock	$	10,878,839		$	13,644,975		$	244,675,342
Accumulated net investment income (loss)		—			31,220			(2,056,487	)
Accumulated net realized gain (loss) on investments		(2,993,190	)		(981,920	)		(149,350,124	)
Net unrealized appreciation
on investments and short positions		1,919,882			1,808,873			1,646,071
Total Net Assets	$	9,805,531		$	14,503,148		$	94,914,802

Retail Class Shares
Net assets	$	9,805,531		$	4,797,409		$	94,914,802
Shares outstanding
(1,000,000,000 shares of
$0.0001 par value authorized)		582,890			322,285			11,058,025
Net Asset Value, Redemption
Price and Offering Price Per Share		$16.82			$14.89	*		$8.58

Institutional Class Shares
Net assets		n/a		$	9,705,739			n/a
Shares outstanding
(1,000,000,000 shares of
$0.0001 par value authorized)		n/a			649,156			n/a
Net Asset Value, Redemption
Price and Offering Price Per Share		n/a			$14.95	*		n/a

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

See Notes to the Financial Statements.

The Leuthold Funds - 2013 Annual Report 37

The Leuthold Funds

Statements of Operations

For the Year Ended September 30, 2013

	Leuthold		Leuthold
	Core		Asset		Leuthold
	Investment		Allocation		Global
	Fund		Fund		Fund
	(Consolidated)		(Consolidated)		(Consolidated)

INVESTMENT INCOME:
Dividend income (net of foreign taxes withheld of
$189,835, $234,996, and $404,660 respectively)	$	10,895,336	$	8,236,172	$	7,370,676
Interest income		1,033,192		809,216		711,479
Total investment income		11,928,528		9,045,388		8,082,155

EXPENSES:
Investment advisory fees (Note 3)		6,068,976		3,481,751		3,973,007
Administration fees		259,125		144,589		141,028
Transfer agent fees		187,351		377,198		230,103
Legal fees		19,940		14,130		15,611
Audit fees		59,505		61,150		31,769
Fund accounting fees		106,948		62,205		65,867
Custody fees		152,359		142,959		133,696
Shareholder servicing fees-
Retail Class		470,055		—		—
Registration fees		49,636		41,089		34,211
Report to shareholders		99,748		43,460		52,799
Directors’ fees		99,005		56,417		52,996
Distribution (Rule 12b-1) fees-
Retail Class (Note 4)		—		471,983		231,827
Other		44,775		35,894		22,469

Total expenses before dividends and
interest on short positions		7,617,423		4,932,825		4,985,383
Dividends and interest on short positions		766,642		41,920		442,597
Reimbursement from Adviser (Note 3)		—		—		—
Total expenses		8,384,065		4,974,745		5,427,980
NET INVESTMENT INCOME (LOSS)	$	3,544,463	$	4,070,643	$	2,654,175

38 The Leuthold Funds - 2013 Annual Report

See Notes to the Financial Statements.

The Leuthold Funds

Statements of Operations (continued)

For the Year Ended September 30, 2013

	Leuthold			Leuthold
	Core			Asset			Leuthold
	Investment			Allocation			Global
	Fund			Fund			Fund
	(Consolidated)			(Consolidated)			(Consolidated)
REALIZED AND UNREALIZED
GAIN (LOSS) ON INVESTMENTS,
INVESTMENT COMPANIES,
SHORT POSITIONS, FOREIGN
CURRENCY AND FOREIGN CURRENCY
TRANSLATION, AND FUTURES CONTRACTS:

Net realized gain (loss) on:
Affiliated securities	$	(205,370	)	$	—		$	(48,173	)
Unaffiliated securities		66,746,139			68,071,469			40,626,613
Investment companies		(820,975	)		437,058			(288,797	)
Realized gain distributions
received from investment companies		287,658			204,669			22,220
Short positions		(10,192,765	)		(391,530	)		(3,431,828	)
Foreign currency and foreign
currency translation		11,191,955			(79,071	)		(225,234	)
Futures contracts		—			53,408			—
Net unrealized appreciation
(depreciation) during the period on:
Affiliated securities		(195,447	)		—			(128,768	)
Unaffiliated securities		4,080,708			(39,801,212	)		13,870,649
Investment companies		(3,787,845	)		(2,744,169	)		(1,759,953	)
Short positions		622,256			253,849			(736,913	)
Foreign currency and foreign
currency translation		2,057			6,774			8,030
Net realized and unrealized
gain (loss) on investments,
investment companies, short
positions, foreign currency and
foreign currency translation,
and futures contracts		67,728,371			26,011,245			47,907,846
NET INCREASE (DECREASE) IN
NET ASSETS RESULTING FROM
OPERATIONS	$	71,272,834		$	30,081,888		$	50,562,021

See Notes to the Financial Statements.

The Leuthold Funds - 2013 Annual Report 39

The Leuthold Funds

Statements of Operations (continued)

For the Year Ended September 30, 2013

	Leuthold			Leuthold
	Select			Global			Grizzly
	Industries			Industries			Short
	Fund			Fund			Fund
INVESTMENT INCOME:
Dividend income (net of foreign taxes withheld of
$3,099, $18,951 and $0, respectively)	$	202,439		$	262,732		$	—
Interest income		20			17			594
Total investment income		202,459			262,749			594
EXPENSES:
Investment advisory fees (Note 3)		112,250			96,795			1,287,706
Administration fees		4,381			3,726			39,271
Transfer agent fees		6,326			5,346			50,104
Legal fees		270			6,681			2,576
Audit fees		20,841			19,807			34,218
Fund accounting fees		4,946			16,413			14,559
Custody fees		15,568			53,996			565
Shareholder servicing fees -
Retail Class		9,332			—			78,805
Registration fees		21,741			30,067			41,820
Report to shareholders		3,947			1,645			16,754
Directors’ fees		1,619			1,414			15,054
Distribution (Rule 12b-1) fees -
Retail Class (Note 4)		—			10,357			—
Other		1,313			1,596			9,365
Total expenses before dividends and
interest on short positions		202,534			247,843			1,590,797
Dividends and interest on short positions		—			—			1,937,528
Reimbursement from Adviser (Note 3)		(22,934	)		(71,564	)		—
Total expenses		179,600			176,279			3,528,325
NET INVESTMENT INCOME (LOSS)	$	22,859		$	86,470		$	(3,527,731	)

40 The Leuthold Funds - 2013 Annual Report

See Notes to the Financial Statements.

The Leuthold Funds

Statements of Operations (continued)

For the Year Ended September 30, 2013

	Leuthold			Leuthold
	Select			Global			Grizzly
	Industries			Industries			Short
	Fund			Fund			Fund
REALIZED AND UNREALIZED
GAIN (LOSS) ON INVESTMENTS,
INVESTMENT COMPANIES,
SHORT POSITIONS, FOREIGN
CURRENCY AND FOREIGN CURRENCY
TRANSLATION, AND FUTURES CONTRACTS:
Net realized gain (loss) on:
Affiliated securities	$	—		$	—		$	—
Unaffiliated securities		2,028,594			1,276,911			—
Investment companies		—			(9,411	)		—
Realized gain distributions
received from investment companies		—			—			—
Short positions		—			—			(26,479,496	)
Foreign currency and
foreign currency translation		(20	)		(5,682	)		416
Futures contracts		—			—			—
Net unrealized appreciation
(depreciation) during the period on:
Affiliated securities		—			—			—
Unaffiliated securities		430,366			1,135,522			—
Investment companies		—			—			—
Short positions		—			—			2,511,294
Foreign currency and
foreign currency translation		13			1,286			10

Net realized and unrealized
gain (loss) on investments,
investment companies, short
positions, foreign currency and
foreign currency translation,
and futures contracts		2,458,953			2,398,626			(23,967,776	)

NET INCREASE (DECREASE)
IN NET ASSETS RESULTING
FROM OPERATIONS	$	2,481,812		$	2,485,096		$	(27,495,507	)

See Notes to the Financial Statements.

The Leuthold Funds - 2013 Annual Report 41

Leuthold Core Investment Fund

Statements of Changes in Net Assets (Consolidated)

	Year Ended			Year Ended
	September 30, 2013			September 30, 2012
OPERATIONS:
Net investment income	$	3,544,463		$	6,377,508
Net realized gain on investments, investment companies,
short positions, and foreign currency and foreign currency translation		67,006,642			27,024,383
Net unrealized appreciation on investments, investment companies,
short positions, and foreign currency and foreign currency translation		721,729			67,828,050
Net increase in net assets from operations		71,272,834			101,229,941

DISTRIBUTIONS TO SHAREHOLDERS:
From net investment income - Retail Class		(6,240,190	)		(7,157,956	)
From net investment income - Institutional Class		(3,087,211	)		(4,539,412	)
From net realized gain - Retail Class		(3,272,588	)		(10,462,192	)
From net realized gain - Institutional Class		(1,577,499	)		(5,726,630	)
Total distributions		(14,177,488	)		(27,886,190	)

CAPITAL SHARE TRANSACTIONS:
Proceeds from shares sold - Retail Class		49,789,000			70,403,726
Proceeds from shares sold - Institutional Class		30,970,032			55,408,295
Proceeds from shares issued to holders in
reinvestment of dividends - Retail Class		8,877,918			16,330,521
Proceeds from shares issued to holders in reinvestment
of dividends - Institutional Class		4,522,253			9,619,985
Cost of shares redeemed - Retail Class*		(215,964,484	)		(267,568,264	)
Cost of shares redeemed - Institutional Class**		(121,077,392	)		(174,656,467	)
Net decrease in net assets from capital share transactions		(242,882,673	)		(290,462,204	)



TOTAL DECREASE IN NET ASSETS		(185,787,327	)		(217,118,453	)
NET ASSETS:
Beginning of year		791,332,112			1,008,450,565
End of year (including accumulated net investment
income of $13,460,491 and $5,683,952, respectively)	$	605,544,785		$	791,332,112

CHANGES IN SHARES OUTSTANDING:
Shares sold - Retail Class		2,850,613			4,337,297
Shares sold - Institutional Class		1,802,270			3,445,401
Shares issued to holders in reinvestment of dividends - Retail Class		519,467			1,022,237
Shares issued to holders in reinvestment of dividends - Institutional Class		264,692			601,871
Shares redeemed - Retail Class		(12,465,795	)		(16,535,899	)
Shares redeemed - Institutional Class		(7,036,584	)		(10,754,291	)
Net decrease in shares outstanding		(14,065,337	)		(17,883,384	)

* Net of redemption fees of (Retail Class):	$	565		$	96
** Net of redemption fees of (Institutional Class):	$	—		$	139

42 The Leuthold Funds - 2013 Annual Report

See Notes to the Financial Statements.

Leuthold Asset Allocation Fund

Statements of Changes in Net Assets (Consolidated)

	Year Ended				Year Ended
	September 30, 2013				September 30, 2012
OPERATIONS:
Net investment income		$	4,070,643		$	7,332,842
Net realized gain on investments, investment companies, short positions,
foreign currency and foreign currency translation, and futures contracts			68,296,003			76,414,090
Net unrealized appreciation (depreciation) on investments,
investment companies, short positions, and foreign currency and
foreign currency translation			(42,284,758	)		11,788,570
Net increase in net assets from operations			30,081,888			95,535,502

DISTRIBUTIONS TO SHAREHOLDERS:
From net investment income - Retail Class			(5,201,650	)		(7,952,948	)
From net investment income - Institutional Class			(2,700,300	)		(5,959,376	)
From net realized gain - Retail Class			(6,998,818	)		(9,214,087	)
From net realized gain - Institutional Class			(2,606,926	)		(6,312,704	)
Total distributions			(17,507,694	)		(29,439,115	)

CAPITAL SHARE TRANSACTIONS:
Proceeds from shares sold - Retail Class			19,738,255			52,411,631
Proceeds from shares sold - Institutional Class			20,629,338			48,368,810
Proceeds from shares issued to holders in reinvestment
of dividends - Retail Class			10,398,285			15,107,383
Proceeds from shares issued to holders in reinvestment
of dividends - Institutional Class			4,745,081			11,515,740
Cost of shares redeemed - Retail Class*			(206,342,795	)		(354,441,167	)
Cost of shares redeemed - Institutional Class**			(240,470,317	)		(205,267,079	)
Net decrease in net assets from capital share transactions			(391,302,153	)		(432,304,682	)

TOTAL DECREASE IN NET ASSETS			(378,727,959	)		(366,208,295	)
NET ASSETS:
Beginning of year			626,883,588			993,091,883
End of year (including accumulated net investment income
of $2,472,634 and $8,246,872, respectively)		$	248,155,629		$	626,883,588

CHANGES IN SHARES OUTSTANDING:
Shares sold - Retail Class			1,851,188			5,112,849
Shares sold - Institutional Class			1,956,453			4,731,096
Shares issued to holders in reinvestment of dividends - Retail Class			996,568			1,492,344
Shares issued to holders in reinvestment of dividends - Institutional Class			453,563			1,130,495
Shares redeemed - Retail Class			(19,456,076	)		(34,791,335	)
Shares redeemed - Institutional Class			(22,666,960	)		(20,076,664	)
Net decrease in shares outstanding			(36,865,264	)		(42,401,215	)

* Net of redemption fees of (Retail Class):		$	86		$	803
** Net of redemption fees of (Institutional Class):		$	590		$	—

See Notes to the Financial Statements.

The Leuthold Funds - 2013 Annual Report 43

Leuthold Global Fund

Statements of Changes in Net Assets (Consolidated)

	Year Ended			Year Ended
	September 30, 2013			September 30, 2012

OPERATIONS:
Net investment income	$	2,654,175		$	2,956,364
Net realized gain on investments, investment companies, short positions,
and foreign currency and foreign currency translation		36,654,801			4,017,436
Net unrealized appreciation on investments, investment companies,
short positions, and foreign currency and foreign currency translation		11,253,045			34,221,305
Net increase in net assets from operations		50,562,021			41,195,105

DISTRIBUTIONS TO SHAREHOLDERS:
From net investment income - Retail Class		(894,989	)		(1,055,843	)
From net investment income - Institutional Class		(2,194,670	)		(2,648,011	)
From net realized gain - Retail Class		(221,460	)		(2,237,981	)
From net realized gain - Institutional Class		(448,609	)		(4,330,472	)
Total distributions		(3,759,728	)		(10,272,307	)

CAPITAL SHARE TRANSACTIONS:
Proceeds from shares sold - Retail Class		29,869,334			38,817,784
Proceeds from shares sold - Institutional Class		35,454,813			42,023,979
Proceeds from shares issued to holders in reinvestment
of dividends - Retail Class		948,383			2,512,501
Proceeds from shares issued to holders in reinvestment
of dividends - Institutional Class		2,196,722			6,030,728
Cost of shares redeemed - Retail Class*		(40,216,497	)		(83,069,375	)
Cost of shares redeemed - Institutional Class**		(96,202,314	)		(95,136,550	)
Net decrease in net assets from capital share transactions		(67,949,559	)		(88,820,933	)

TOTAL DECREASE IN NET ASSETS		(21,147,266	)		(57,898,135	)
NET ASSETS:
Beginning of year		386,841,659			444,739,794
End of year (including accumulated net investment
income of $884,698 and $833,163, respectively)	$	365,694,393		$	386,841,659

CHANGES IN SHARES OUTSTANDING:
Shares sold - Retail Class		2,733,961			3,945,983
Shares sold - Institutional Class		3,227,726			4,228,765
Shares issued to holders in reinvestment of dividends - Retail Class		90,141			261,893
Shares issued to holders in reinvestment of dividends - Institutional Class		208,265			625,025
Shares redeemed - Retail Class		(3,731,663	)		(8,450,710	)
Shares redeemed - Institutional Class		(8,905,968	)		(9,571,699	)
Net decrease in shares outstanding		(6,377,538	)		(8,960,743	)

* Net of redemption fees of (Retail Class):	$	17		$	2,558
** Net of redemption fees of (Institutional Class):	$	545		$	—

44 The Leuthold Funds - 2013 Annual Report

See Notes to the Financial Statements.

Leuthold Select Industries Fund

Statements of Changes in Net Assets

	Year Ended			Year Ended
	September 30, 2013			September 30, 2012

OPERATIONS:
Net investment income	$	22,859		$	33,457
Net realized gain on investments and foreign currency
and foreign currency translation		2,028,574			118,045
Net unrealized appreciation on investments and foreign currency
and foreign currency translation		430,379			3,208,325
Net increase in net assets from operations		2,481,812			3,359,827

DISTRIBUTIONS TO SHAREHOLDERS:
From net investment income		(33,785	)		(25,862	)
From net realized gain		—			—
Total distributions		(33,785	)		(25,862	)

CAPITAL SHARE TRANSACTIONS:
Proceeds from shares sold		4,327,938			542,710
Proceeds from shares issued to holders in reinvestment of dividends		32,398			21,471
Cost of shares redeemed		(10,461,259	)		(6,718,254	)
Net decrease in net assets from capital share transactions		(6,100,923	)		(6,154,073	)

TOTAL DECREASE IN NET ASSETS		(3,652,896	)		(2,820,108	)
NET ASSETS:
Beginning of year		13,458,427			16,278,535
End of year (including accumulated net investment
income (loss) of $0 and $7,803, respectively)	$	9,805,531		$	13,458,427

CHANGES IN SHARES OUTSTANDING:
Shares sold		284,592			43,940
Shares issued to holders in reinvestment of dividends		2,354			1,675
Shares redeemed		(718,924	)		(541,444	)
Net decrease in shares outstanding		(431,978	)		(495,829	)

See Notes to the Financial Statements.

The Leuthold Funds - 2013 Annual Report 45

Leuthold Global Industries Fund

Statement of Changes in Net Assets

	Year Ended			Year Ended
	September 30, 2013			September 30, 2012

OPERATIONS:
Net investment income	$	86,470		$	24,687
Net realized gain (loss) on investments, investment companies,
and foreign currency and foreign currency translation		1,261,818			(1,178,272	)
Net unrealized appreciation on investments and
foreign currency and foreign currency translation		1,136,808			3,336,213
Net increase in net assets from operations		2,485,096			2,182,628

DISTRIBUTIONS TO SHAREHOLDERS:
From net investment income - Retail Class		(25,886	)		(11,008	)
From net investment income - Institutional Class		(43,352	)		(7,012	)
From net realized gain - Retail Class		—			—
From net realized gain - Institutional Class		—			—
Total distributions		(69,238	)		(18,020	)

CAPITAL SHARE TRANSACTIONS:
Proceeds from shares sold - Retail Class		1,493,503			290,757
Proceeds from shares sold - Institutional Class		6,982,171			333,333
Proceeds from shares issued to holders in reinvestment
of dividends - Retail Class		6,185			1,464
Proceeds from shares issued to holders in reinvestment
of dividends - Institutional Class		26,996			7,012
Cost of shares redeemed - Retail Class*		(1,594,609	)		(2,743,118	)
Cost of shares redeemed - Institutional Class**		(2,761,568	)		(12,401,434	)
Net increase (decrease) in net assets from capital share transactions		4,152,678			(14,511,986	)

TOTAL INCREASE (DECREASE) IN NET ASSETS		6,568,536			(12,347,378	)
NET ASSETS:
Beginning of year		7,934,612			20,281,990
End of year (including accumulated net investment
income (loss) of $31,220 and $(17,087), respectively)	$	14,503,148		$	7,934,612

CHANGES IN SHARES OUTSTANDING:
Shares sold - Retail Class		115,457			27,418
Shares sold - Institutional Class		486,301			30,553
Shares issued to holders in reinvestment of dividends - Retail Class		464			141
Shares issued to holders in reinvestment of dividends - Institutional Class		2,039			674
Shares redeemed - Retail Class		(124,261	)		(247,065	)
Shares redeemed - Institutional Class		(200,862	)		(1,194,744	)
Net increase (decrease) in shares outstanding		279,138			(1,383,023	)

* Net of redemption fees of (Retail Class):	$	38		$	—
** Net of redemption fees of (Institutional Class):	$	346		$	—

46 The Leuthold Funds - 2013 Annual Report

See Notes to the Financial Statements.

Grizzly Short Fund

Statements of Changes in Net Assets

	Year Ended			Year Ended
	September 30, 2013			September 30, 2012

OPERATIONS:
Net investment loss	$	(3,527,731	)	$	(6,144,122	)
Net realized loss on short positions and foreign currency
and foreign currency translation		(26,479,080	)		(50,047,683	)
Net unrealized appreciation (depreciation) on short positions
and foreign currency and foreign currency translation		2,511,304			(31,836,869	)
Net decrease in net assets from operations		(27,495,507	)		(88,028,674	)

DISTRIBUTIONS TO SHAREHOLDERS:
From net investment income		—			—
From net realized gain		—			—
Total distributions		—			—

CAPITAL SHARE TRANSACTIONS:
Proceeds from shares sold		134,718,165			293,170,610
Cost of shares redeemed		(148,593,865	)		(332,304,010	)
Net decrease in net assets from capital share transactions		(13,875,700	)		(39,133,400	)

TOTAL DECREASE IN NET ASSETS		(41,371,207	)		(127,162,074	)
NET ASSETS:
Beginning of year		136,286,009			263,448,083
End of year (including accumulated net investment loss
of $(2,056,487) and $(3,874,894), respectively)	$	94,914,802		$	136,286,009

CHANGES IN SHARES OUTSTANDING:
Shares sold		14,065,201			22,016,553
Shares issued to holders in reinvestment of dividends		—			—
Shares redeemed		(15,330,976	)		(26,019,415	)
Net decrease in shares outstanding		(1,265,775	)		(4,002,862	)

See Notes to the Financial Statements.

The Leuthold Funds - 2013 Annual Report 47

Leuthold Core Investment Fund - Retail

Financial Highlights

	Year Ended			Year Ended			Year Ended			Year Ended			Year Ended
	September 30,			September 30,			September 30,			September 30,			September 30,
	2013			2012			2011			2010			2009
	(Consolidated)			(Consolidated)			(Consolidated)			(Consolidated)			(Consolidated)

Per Share Data (1):
Net asset value, beginning of year	$	16.78		$	15.50		$	15.99		$	15.79		$	15.20
Income (loss) from investment operations:
Net investment income		0.09	(2)		0.11	(2)		0.09	(3)		0.14	(2)		0.28	(2)
Net realized and unrealized gains (losses)
on investments and short positions		1.78			1.62			(0.51	)		0.11			0.45
Total from investment operations		1.87			1.73			(0.42	)		0.25			0.73

Less distributions:
From net investment income		(0.23	)		(0.16	)		(0.02	)		—			(0.13	)
From net realized gains		(0.13	)		(0.29	)		(0.05	)		—			—
Return of capital		—			—			—			(0.05	)		(0.01	)
Redemption fees(4)		0.00			0.00			0.00			0.00			0.00
Total distributions		(0.36	)		(0.45	)		(0.07	)		(0.05	)		(0.14	)
Net asset value, end of year	$	18.29		$	16.78		$	15.50		$	15.99		$	15.79

Total Return		11.29%			11.34%			(2.61%	)		1.53%			4.95%

Supplemental data and ratios:
Net assets, end of year	$	409,043,691		$	527,760,001		$	660,993,063		$	858,708,522		$	944,341,607
Ratio of expenses to average net assets(5)		1.28%			1.22%			1.24%			1.37%			1.15%
Ratio of net investment income to average net assets(6)		0.49%			0.69%			0.54%			0.85%			2.14%
Portfolio turnover rate (7)		105.28%			149.17%			83.15%			100.36%			116.70%

(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 1.16% for the year ended September 30, 2013, 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, and 1.14% for the year ended September 30, 2009.
(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.

48 The Leuthold Funds - 2013 Annual Report

See Notes to the Financial Statements.

Leuthold Core Investment Fund - Institutional

Financial Highlights

	Year Ended			Year Ended			Year Ended			Year Ended			Year Ended
	September 30,			September 30,			September 30,			September 30,			September 30,
	2013			2012			2011			2010			2009
	(Consolidated)			(Consolidated)			(Consolidated)			(Consolidated)			(Consolidated)

Per Share Data (1):
Net asset value, beginning of year	$	16.77		$	15.50		$	15.98		$	15.78		$	15.19
Income (loss) from investment operations:
Net investment income		0.11	(2)		0.12	(2)		0.11	(3)		0.15	(2)		0.30	(3)
Net realized and unrealized gains (losses)
on investments and short positions		1.78			1.62			(0.50	)		0.11			0.45
Total from investment operations		1.89			1.74			(0.39	)		0.26			0.75

Less distributions:
From net investment income		(0.25	)		(0.18	)		(0.04	)		—			(0.15	)
From net realized gains		(0.13	)		(0.29	)		(0.05	)		—			—
Return of capital		—			—			—			(0.06	)		(0.01	)
Redemption fees		—			0.00	(4)		0.00	(4)		0.00	(4)		0.00	(4)
Total distributions		(0.38	)		(0.47	)		(0.09	)		(0.06	)		(0.16	)
Net asset value, end of year	$	18.28		$	16.77		$	15.50		$	15.98		$	15.78

Total Return		11.42%			11.40%			(2.49%	)		1.64%			5.14%

Supplemental data and ratios:
Net assets, end of year	$	196,501,094		$	263,572,111		$	347,517,502		$	451,654,832		$	461,682,757
Ratio of expenses to average net assets(5)		1.17%			1.11%			1.13%			1.27%			1.03%
Ratio of net investment income to average net assets(6)		0.60%			0.80%			0.66%			0.95%			2.25%
Portfolio turnover rate (7)		105.28%			149.17%			83.15%			100.36%			116.70%

(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 1.06% for the year ended September 30, 2013, 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, and 1.02% for the year ended September 30, 2009.
(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 - 2013 Annual Report 49

Leuthold Asset Allocation Fund - Retail

Financial Highlights

	Year Ended			Year Ended			Year Ended			Year Ended			Year Ended
	September 30,			September 30,			September 30,			September 30,			September 30,
	2013			2012			2011			2010			2009
	(Consolidated)			(Consolidated)			(Consolidated)			(Consolidated)			(Consolidated)

Per Share Data (1):
Net asset value, beginning of year	$	10.50		$	9.72		$	9.91		$	9.12		$	9.45
Income (loss) from investment operations:
Net investment income		0.11	(2)		0.09	(2)		0.07	(3)		0.11	(2)		0.21	(3)
Net realized and unrealized gains (losses)
on investments and short positions		0.79			1.03			(0.20	)		0.74			(0.35	)
Total from investment operations		0.90			1.12			(0.13	)		0.85			(0.14	)

Less distributions:
From net investment income		(0.17	)		(0.14	)		(0.02	)		(0.02	)		(0.19	)
From net realized gains		(0.32	)		(0.20	)		(0.04	)		—			—
Return of capital		—			—			—			(0.04	)		—
Redemption fees(4)		0.00			0.00			0.00			0.00			0.00
Total distributions		(0.49	)		(0.34	)		(0.06	)		(0.06	)		(0.19	)
Net asset value, end of year	$	10.91		$	10.50		$	9.72		$	9.91		$	9.12

Total Return		8.86%			11.73%			(1.34%	)		9.26%			(1.20%	)

Supplemental data and ratios:
Net assets, end of year	$	192,443,391		$	359,697,107		$	606,985,298		$	843,525,684		$	849,399,319
Ratio of expenses to average net assets(5)		1.34%			1.42%			1.42%			1.57%			1.34%
Ratio of net investment income to average net assets(6)		0.99%			0.84%			0.72%			1.17%			2.60%
Portfolio turnover rate (7)		94.30%			133.11%			105.62%			100.64%			147.01%

(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 1.33% for the year ended September 30, 2013, 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, and 1.32% for the year ended September 30, 2009.
(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.

50 The Leuthold Funds - 2013 Annual Report

See Notes to the Financial Statements.

Leuthold Asset Allocation Fund - Institutional

Financial Highlights

	Year Ended			Year Ended			Year Ended			Year Ended			Year Ended
	September 30,			September 30,			September 30,			September 30,			September 30,
	2013			2012			2011			2010			2009
	(Consolidated)			(Consolidated)			(Consolidated)			(Consolidated)			(Consolidated)

Per Share Data (1):
Net asset value, beginning of year	$	10.54		$	9.76		$	9.93		$	9.13		$	9.45
Income (loss) from investment operations:
Net investment income		0.13	(3)		0.10	(3)		0.10	(2)		0.13	(3)		0.23	(2)
Net realized and unrealized gains (losses)
on investments and short positions		0.79			1.05			(0.19	)		0.73			(0.34	)
Total from investment operations		0.92			1.15			(0.09	)		0.86			(0.11	)

Less distributions:
From net investment income		(0.19	)		(0.17	)		(0.04	)		(0.02	)		(0.21	)
From net realized gains		(0.32	)		(0.20	)		(0.04	)		—			—
Return of capital		—			—			—			(0.04	)		—
Redemption fees		0.00	(4)		—			0.00	(4)		—			0.00	(4)
Total distributions		(0.51	)		(0.37	)		(0.08	)		(0.06	)		(0.21	)
Net asset value, end of year	$	10.95		$	10.54		$	9.76		$	9.93		$	9.13

Total Return		9.06%			11.96%			(0.95%	)		9.41%			(0.85%	)

Supplemental data and ratios:
Net assets, end of year	$	55,712,238		$	267,186,481		$	386,106,585		$	393,296,150		$	349,672,451
Ratio of expenses to average net assets(5)		1.16%			1.20%			1.20%			1.36%			1.11%
Ratio of net investment income to average net assets(6)		1.17%			1.06%			0.94%			1.38%			2.82%
Portfolio turnover rate (7)		94.30%			133.11%			105.62%			100.64%			147.01%

(1)	For a share outstanding throughout the period. Rounded to the nearest cent.
(2)	Net investment income 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.
(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 1.15% for the year ended September 30, 2013, 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, and 1.10% for the year ended September 30, 2009.
(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 - 2013 Annual Report 51

Leuthold Global Fund - Retail

Financial Highlights

	Year Ended			Year Ended			Year Ended			Year Ended			Year Ended
	September 30,			September 30,			September 30,			September 30,			September 30,
	2013			2012			2011			2010			2009
	(Consolidated)			(Consolidated)			(Consolidated)			(Consolidated)			(Consolidated)

Per Share Data (1):
Net asset value, beginning of year	$	10.24		$	9.52		$	10.18		$	9.07		$	8.51
Income (loss) from investment operations:
Net investment income		0.07	(2)		0.05	(3)		0.08	(3)		0.07	(2)		0.09	(3)
Net realized and unrealized gains (losses)
on investments and short positions		1.44			0.89			(0.17	)		1.06			0.59
Total from investment operations		1.51			0.94			(0.09	)		1.13			0.68

Less distributions:
From net investment income		(0.08	)		(0.07	)		(0.05	)		(0.02	)		(0.12	)
From net realized gains		(0.02	)		(0.15	)		(0.52	)		—			—
Redemption fees(4)		0.00			0.00			0.00			0.00			0.00
Total distributions		(0.10	)		(0.22	)		(0.57	)		(0.02	)		(0.12	)

Net asset value, end of year	$	11.65		$	10.24		$	9.52		$	10.18		$	9.07

Total Return		14.78%			10.14%			(1.33%	)		12.39%			8.28%

Supplemental data and ratios:
Net assets, end of year	$	126,418,514		$	120,450,807		$	152,292,208		$	98,906,854		$	58,120,794
Ratio of expenses to average net assets(5)		1.63%			1.57%			1.74%			1.93%			1.82%
Ratio of net investment income to average net assets(6)		0.61%			0.60%			0.83%			0.78%			1.56%
Portfolio turnover rate (7)		101.03%			127.41%			123.51%			140.87%			152.90%

(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 1.51% for the year ended September 30, 2013, 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, and 1.77% for the year ended September 30, 2009.
(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.

52 The Leuthold Funds - 2013 Annual Report

See Notes to the Financial Statements.

Leuthold Global Fund - Institutional

Financial Highlights

	Year Ended			Year Ended			Year Ended			Year Ended			Year Ended
	September 30,			September 30,			September 30,			September 30,			September 30,
	2013			2012			2011			2010			2009
	(Consolidated)			(Consolidated)			(Consolidated)			(Consolidated)			(Consolidated)

Per Share Data (1):
Net asset value, beginning of year	$	10.27		$	9.54		$	10.20		$	9.08		$	8.51
Income (loss) from investment operations:
Net investment income		0.09	(2)		0.09	(3)		0.10	(3)		0.09	(2)		0.11	(3)
Net realized and unrealized gains (losses)
on investments and short positions		1.45			0.88			(0.17	)		1.06			0.59
Total from investment operations		1.54			0.97			(0.07	)		1.15			0.70

Less distributions:
From net investment income		(0.10	)		(0.09	)		(0.07	)		(0.03	)		(0.13	)
From net realized gains		(0.02	)		(0.15	)		(0.52	)		—			—
Redemption fees		0.00	(4)		—			0.00	(4)		—			—
Total distributions		(0.12	)		(0.24	)		(0.59	)		(0.03	)		(0.13	)
Net asset value, end of year	$	11.69		$	10.27		$	9.54		$	10.20		$	9.08

Total Return		15.08%			10.34%			(1.11%	)		12.52%			8.63%

Supplemental data and ratios:
Net assets, end of year	$	239,275,879		$	266,390,852		$	292,447,586		$	190,739,466		$	121,650,446
Ratio of expenses to average net assets(5)		1.44%			1.36%			1.57%			1.75%			1.57%
Ratio of net investment income to average net assets(6)		0.80%			0.81%			1.01%			0.97%			1.80%
Portfolio turnover rate (7)		101.03%			127.41%			123.51%			140.87%			152.90%

(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 1.32% for the year ended September 30, 2013, 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, and 1.53% for the year ended September 30, 2009.
(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 - 2013 Annual Report 53

Leuthold Select Industries Fund

Financial Highlights

	Year Ended			Year Ended			Year Ended			Year Ended			Year Ended
	September 30,			September 30,			September 30,			September 30,			September 30,
	2013			2012			2011			2010			2009

Per Share Data (1):
Net asset value, beginning of year	$	13.26		$	10.78		$	11.80		$	12.82		$	13.03
Income (loss) from investment operations:
Net investment income (loss)		0.03	(3)		0.03	(3)		(0.05	)(2)		0.03	(3)		(0.04	)(2)
Net realized and unrealized gains (losses)
on investments		3.58			2.47			(0.95	)		(1.03	)		(0.17	)
Total from investment operations		3.61			2.50			(1.00	)		(1.00	)		(0.21	)

Less distributions:
From net investment income		(0.05	)		(0.02	)		(0.02	)		(0.02	)		—
Total distributions		(0.05	)		(0.02	)		(0.02	)		(0.02	)		—
Net asset value, end of year	$	16.82		$	13.26		$	10.78		$	11.80		$	12.82

Total Return		27.26%			23.34%			(8.60%	)		(7.76%	)		(1.69%	)

Supplemental data and ratios:
Net assets, end of year	$	9,805,531		$	13,458,427		$	16,278,535		$	39,088,487		$	47,543,360
Ratio of expenses to average net assets:
Before expense reimbursement or recovery		1.80%			1.71%			1.40%			1.30%			1.38%
After expense reimbursement or recovery		1.60%			1.60%			1.40%			1.30%			1.38%
Ratio of net investment income (loss) to average net assets:
Before expense reimbursement or recovery		0.00%			0.11%			(0.24%	)		0.24%			(0.38%	)
After expense reimbursement or recovery		0.20%			0.22%			(0.24%	)		0.24%			(0.38%	)
Portfolio Turnover		136.34%			139.61%			109.26%			178.24%			164.20%

(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.

54 The Leuthold Funds - 2013 Annual Report

See Notes to the Financial Statements.

Leuthold Global Industries Fund - Retail

Financial Highlights

										Period from
	Year Ended			Year Ended			Year Ended			May 17, 2010 (1)
	September 30,			September 30,			September 30,			through
	2013			2012			2011			September 30, 2010

Per Share Data (2):
Net asset value, beginning of period	$	11.44		$	9.77		$	11.01		$	10.00
Income (loss) from investment operations:
Net investment income		0.10	(3)		0.01	(4)		0.06	(4)		0.00	(4)(5)
Net realized and unrealized gains (losses)
on investments		3.43			1.68			(1.16	)		1.01
Total from investment operations		3.53			1.69			(1.10	)		1.01

Less distributions:
From net investment income		(0.08	)		(0.02	)		(0.06	)		—
From net realized gains		—			—			(0.08	)		—
Redemption fees		0.00	(5)		—			0.00	(5)		—
Total distributions		(0.08	)		(0.02	)		(0.14	)		—
Net asset value, end of period	$	14.89		$	11.44		$	9.77		$	11.01

Total return		30.98%			17.33%			(10.23%	)		10.10%

Supplemental data and ratios:
Net assets, end of period	$	4,797,409		$	3,782,099		$	5,377,373		$	5,850,019
Ratio of expenses to average net assets:
Before expense reimbursement or recovery		2.70%			2.52%			1.96%			4.42%	(6)
After expense reimbursement or recovery		1.96%			2.00%			2.04%			1.96%	(6)
Ratio of net investment income to average net assets:
Before expense reimbursement or recovery		0.01%			(0.45%	)		0.60%			(2.29%	)(6)
After expense reimbursement or recovery		0.75%			0.07%			0.52%			0.17%	(6)
Portfolio turnover rate		142.87%			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 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)	Annualized.

See Notes to the Financial Statements.

The Leuthold Funds - 2013 Annual Report 55

Leuthold Global Industries Fund - Institutional

Financial Highlights

										Period from
	Year Ended			Year Ended			Year Ended			May 17, 2010 (1)
	September 30,			September 30,			September 30,			through
	2013			2012			2011			September 30, 2010

Per Share Data (2):
Net asset value, beginning of period	$	11.48		$	9.77		$	11.01		$	10.00
Income (loss) from investment operations:
Net investment income		0.13	(3)		0.06	(4)		0.09	(4)		0.01	(4)
Net realized and unrealized gains (losses)
on investments		3.45			1.67			(1.15	)		1.00
Total from investment operations		3.58			1.73			(1.06	)		1.01

Less distributions:
From net investment income		(0.11	)		(0.02	)		(0.10	)		—
From net realized gains		—			—			(0.08	)		—
Redemption fees		0.00	(5)		—			—			—
Total distributions		(0.11	)		(0.02	)		(0.18	)		—
Net asset value, end of period	$	14.95		$	11.48		$	9.77		$	11.01

Total return		31.17%			17.84%			(9.92%	)		10.10%

Supplemental data and ratios:
Net assets, end of period	$	9,705,739		$	4,152,513		$	14,904,617		$	3,870,245
Ratio of expenses to average net assets:
Before expense reimbursement or recovery		2.45%			2.27%			1.71%			4.17%	(6)
After expense reimbursement or recovery		1.71%			1.75%			1.79%			1.71%	(6)
Ratio of net investment income to average net assets:
Before expense reimbursement or recovery		0.26%			(0.20%	)		0.85%			(2.04%	)(6)
After expense reimbursement or recovery		1.00%			0.32%			0.77%			0.42%	(6)
Portfolio turnover rate		142.87%			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 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)	Annualized.

56 The Leuthold Funds - 2013 Annual Report

See Notes to the Financial Statements.

Grizzly Short Fund

Financial Highlights

	Year Ended			Year Ended			Year Ended			Year Ended			Year Ended
	September 30,			September 30,			September 30,			September 30,			September 30,
	2013			2012			2011			2010(1)			2009(1)

Per Share Data (2):
Net asset value, beginning of year	$	11.06		$	16.14		$	16.48		$	19.00		$	29.28
Income (loss) from investment operations:
Net investment income (loss)		(0.34	)(3)		(0.40	)(3)		(0.43	)(3)		(0.48	)(3)		(0.88	)(4)
Net realized and unrealized gains (losses)
on investments and short positions		(2.14	)		(4.68	)		0.09			(2.04	)		(7.88	)
Total from investment operations		(2.48	)		(5.08	)		(0.34	)		(2.52	)		(8.76	)

Less distributions:
From net investment income		—			—			—			—			(0.04	)
From net realized gains		—			—			—			—			(0.76	)
Return of capital		—			—			—			—			(0.72	)
Total distributions		—			—			—			—			(1.52	)
Net asset value, end of year	$	8.58		$	11.06		$	16.14		$	16.48		$	19.00

Total return		(22.33%	)		(31.47%	)		(2.06%	)		(13.26%	)		(32.54%	)

Supplemental data and ratios:
Net assets, end of year	$	94,914,802		$	136,286,009		$	263,488,083		$	196,552,242		$	86,244,258
Ratio of expenses to average net assets(5):		3.43%			3.09%			3.01%			2.72%			3.53%
Ratio of net investment income (loss)
to average net assets(6):		(3.42%	)		(3.09%	)		(3.01%	)		(2.71%	)		(2.83%	)
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 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)	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 1.54% for the year ended September 30, 2013, 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, and 1.47% for the year ended September 30, 2009.
(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 - 2013 Annual Report 57

Leuthold Core Investment Fund

Consolidated Schedule of Investments

September 30, 2013

	Shares		Fair Value
COMMON STOCKS - 66.24%

Aerospace & Defense - 3.96%
AAR Corp.		55,096	$	1,505,774
Alliant Techsystems, Inc.		21,426		2,090,321
Boeing Co.		27,313		3,209,277
Embraer SA - ADR		6,665		216,413
Exelis, Inc.		141,037		2,215,691
L-3 Communications Holdings, Inc.		23,310		2,202,795
Lockheed Martin Corp.		25,664		3,273,443
Moog, Inc. - Class A (a)		20,720		1,215,642
Northrop Grumman Corp.		33,905		3,229,790
Raytheon Co.		36,966		2,848,970
Triumph Group, Inc.		28,490		2,000,568
				24,008,684

Air Freight & Logistics - 0.03%
Hyundai Glovis Co., Ltd. (b)		900		176,292

Airlines - 4.17%
Air China, Ltd. (b)		192,000		130,122
Alaska Air Group, Inc.		62,866		3,936,669
China Southern Airlines
Co., Ltd. (b)		356,000		132,733
Copa Holdings SA - Class A (b)		31,080		4,309,863
Delta Air Lines, Inc.		184,125		4,343,509
Ryanair Holdings PLC - ADR		72,755		3,618,834
Southwest Airlines Co.		313,389		4,562,944
U.S. Airways Group, Inc. (a)		221,091		4,191,885
				25,226,559

Auto Components - 0.14%
Halla Visteon Climate Control
Corp (b)		5,800		219,931
Hyundai Mobis (b)		1,154		306,989
Sungwoo Hitech Co., Ltd. (b)		10,800		160,150
Xinyi Glass Holdings, Ltd. (b)		150,000		138,369
				825,439

Automobiles - 0.10%
Hyundai Motor Co. (b)		946		220,714
Tata Motors, Ltd. - ADR		14,965		398,368
				619,082

	Shares		Fair Value

Building Products - 0.03%
China Liansu Group
Holdings, Ltd. (b)		307,000	$	189,886

Chemicals - 0.11%
Aeci, Ltd. (b)		5,119		60,948
China BlueChemical, Ltd. (b)		198,000		116,854
China Lumena New
Materials Corp. (b)		780,000		152,042
Gubre Fabrikalari TAS (a)(b)		9,500		69,032
Uralkali OSJC - GDR		9,600		249,042
				647,918

Commercial Banks - 0.36%
Bangkok Bank PCL - NVDR		76,000		476,523
Bank of China, Ltd. (b)		1,235,000		564,357
China CITIC Bank Corp.,
Ltd. (b)		277,000		143,859
DBS Group Holdings, Ltd. (b)		40,000		523,625
Krung Thai Bank PCL - NVDR		266,000		163,450
Sberbank of Russia - ADR		26,915		323,882
				2,195,696

Commercial Services & Supplies - 0.03%
Valid Solucoes e Servicos de
Seguranca em Meios de Pagamento
e Identificacao SA (b)		12,483		166,774

Computers & Peripherals - 3.31%
EMC Corp.		150,691		3,851,662
Lenovo Group, Ltd. (b)		644,000		674,980
Lexmark International,
Inc. - Class A		121,825		4,020,225
Lite-On Technology Corp. (b)		144,717		246,676
Pegatron Corp. (b)		239,000		341,493
SanDisk Corp.		61,689		3,671,112
Seagate Technology PLC (b)		82,880		3,625,171
Western Digital Corp.		57,215		3,627,431
				20,058,750

The Leuthold Funds - 2013 Annual Report

See Notes to the Financial Statements.

Leuthold Core Investment Fund

Consolidated Schedule of Investments (continued)

September 30, 2013

	Shares		Fair Value

COMMON STOCKS - 66.24% (continued)

Construction & Engineering - 0.05%
Tekfen Holding AS (b)		40,000	$	90,360
Wilson Bayly Holmes-Ovcon,
Ltd. (b)		14,517		231,341
				321,701

Construction Materials - 0.06%
China Shanshui Cement
Group, Ltd. (b)		213,000		82,244
Indocement Tunggal
Prakarsa Tbk PT (b)		93,500		145,389
Semen Indonesia Persero
Tbk PT (b)		115,500		129,841
				357,474

Consumer Finance - 4.88%
American Express Co.		48,739		3,680,769
Capital One Financial Corp.		122,637		8,430,067
Discover Financial Services		172,588		8,722,598
Ezcorp, Inc. - Class A (a)		57,922		977,723
Portfolio Recovery Associates,
Inc. (a)		40,969		2,455,682
SLM Corp.		212,144		5,282,386
				29,549,225

Containers & Packaging - 0.02%
CPMC Holdings, Ltd. (b)		123,000		91,536

Distributors - 0.09%
Dogus Otomotiv Servis ve
Ticaret AS (b)		25,000		108,398
Imperial Holdings, Ltd. (b)		4,963		107,811
Jardine Cycle & Carriage,
Ltd. (b)		6,000		182,726
Xinhua Winshare Publishing
and Media Co., Ltd. (b)		287,000		157,991
				556,926

	Shares		Fair Value

Diversified Consumer Services - 4.15%
Apollo Group, Inc. - Class A (a)		283,016	$	5,889,563
Bridgepoint Education, Inc. (a)		64,514		1,163,833
Bright Horizons Family
Solutions, Inc. (a)		51,800		1,855,994
Capella Education Co. (a)		40,969		2,317,207
DeVry, Inc.		187,657		5,734,798
ITT Educational Services,
Inc. (a)		62,160		1,926,960
New Oriental Education &
Technology Group - ADR		176,355		4,391,239
Strayer Education, Inc.		45,218		1,877,451
				25,157,045

Diversified Financial Services - 2.41%
CBOE Holdings, Inc.		90,885		4,110,729
Fubon Financial Holding
Co., Ltd. (b)		141,000		195,146
Interactive Brokers Group,
Inc. - Class A		164,347		3,084,793
Moody’s Corp.		102,187		7,186,812
				14,577,480

Diversified Telecommunication Services - 0.08%
China Communications
Services Corp., Ltd. (b)		232,000		135,612
China Telecom Corp.,
Ltd. - ADR		2,281		112,750
Hutchison Telecommunications
Hong Kong Holdings,
Ltd. (b)		134,000		58,060
Telekomunikasi Indonesia
Persero Tbk PT - ADR		5,473		198,724
				505,146

Electric Utilities - 0.07%
PGE SA (b)		35,927		191,395
Tauron Polska Energia SA (b)		147,645		226,519
				417,914

See Notes to the Financial Statements.

The Leuthold Funds - 2013 Annual Report

Leuthold Core Investment Fund

Consolidated Schedule of Investments (continued)

September 30, 2013

	Shares		Fair Value

COMMON STOCKS - 66.24% (continued)

Electronic Equipment,
Instruments & Components - 2.57%
Benchmark Electronics, Inc. (a)		85,470	$	1,956,408
Delta Electronics Thailand
PCL - NVDR		213,900		338,000
Flextronics International,
Ltd. (a)(b)		335,757		3,052,031
Jabil Circuit, Inc.		161,521		3,501,775
Samsung Electro-Mechanics
Co., Ltd. (b)		1,700		136,452
Sanmina Corp. (a)		114,431		2,001,398
TE Connectivity, Ltd. (b)		88,766		4,596,304
				15,582,368

Food & Staples Retailing - 3.96%
CVS Caremark Corp.		186,715		10,596,076
Eurocash SA (b)		14,341		220,800
Grupo Comercial Chedraui
SA de CV (b)		20,400		64,444
Magnit OJSC - GDR		5,654		349,012
Walgreen Co.		236,396		12,718,105
				23,948,437

Food Products - 0.16%
AVI, Ltd. (b)		25,400		151,487
Biostime International
Holdings, Ltd. (b)		30,000		226,807
Lotte Food Co., Ltd. (b)		369		231,058
Tereos Internacional SA (b)		111,000		149,249
Tongaat Hulett, Ltd. (b)		16,484		197,130
				955,731

Gas Utilities - 0.02%
Perusahaan Gas Negara
Persero Tbk PT (b)		293,500		131,868

	Shares		Fair Value

Health Care Equipment & Supplies - 0.04%
Biosensors International
Group, Ltd. (b)		183,000	$	140,890
Mindray Medical International,
Ltd. - ADR		2,456		95,514
				236,404

Health Care Providers & Services - 10.28%
Aetna, Inc.		63,337		4,054,835
AmerisourceBergen Corp.		96,065		5,869,571
Cardinal Health, Inc.		109,486		5,709,695
CIGNA Corp.		36,731		2,823,145
HCA Holdings, Inc.		96,065		4,106,779
HealthSouth Corp.		70,636		2,435,529
Henry Schein, Inc. (a)		34,847		3,613,634
Humana, Inc.		36,731		3,428,104
Life Healthcare Group
Holdings, Ltd. (b)		65,378		232,712
Magellan Health Services,
Inc. (a)		43,324		2,597,707
McKesson Corp.		51,800		6,645,940
Molina Healthcare, Inc. (a)		52,788		1,879,253
PharMerica Corp. (a)		88,295		1,171,675
Shanghai Pharmaceuticals
Holding Co., Ltd. (b)		110,800		213,040
UnitedHealth Group, Inc.		83,115		5,951,865
Universal Health Services,
Inc. - Class B		63,337		4,749,641
WellCare Health Plans, Inc. (a)		34,847		2,430,230
WellPoint, Inc.		52,121		4,357,837
				62,271,192

Hotels, Restaurants & Leisure - 0.05%
Genting Bhd (b)		55,700		177,743
SJM Holdings, Ltd. (b)		54,000		152,159
				329,902

The Leuthold Funds - 2013 Annual Report

See Notes to the Financial Statements.

Leuthold Core Investment Fund

Consolidated Schedule of Investments (continued)

September 30, 2013

	Shares		Fair Value

COMMON STOCKS - 66.24% (continued)

Household Durables - 0.18%
Even Construtora e Incorporadora
SA (b)		65,300	$	248,967
Ez Tec Empreendimentos e
Participacoes SA (b)		9,400		129,572
Haier Electronics Group
Co., Ltd. (b)		104,000		201,701
Steinhoff International
Holdings, Ltd. (b)		102,357		364,248
Techtronic Industries Co. (b)		56,000		145,982
				1,090,470

Independent Power Producers
& Energy Traders - 0.02%
First Gen Corp. (b)		318,200		122,155

Industrial Conglomerates - 0.03%
Bidvest Group, Ltd. (b)		4,572		114,637
Sigdo Koppers SA (b)		31,767		56,013
				170,650

Insurance - 3.94%
American Financial Group, Inc.		70,636		3,818,582
American International
Group, Inc.		116,550		5,667,826
Assurant, Inc.		67,340		3,643,094
Brasil Insurance Participacoes
e Administracao SA (b)		5,400		48,486
Genworth Financial, Inc. -
Class A (a)		308,916		3,951,036
Hartford Financial Services
Group, Inc.		172,823		5,378,252
Hyundai Marine & Fire
Insurance Co., Ltd. (b)		5,170		140,672
LIG Insurance Co., Ltd. (b)		17,050		387,214
PICC Property & Casualty
Co., Ltd. (b)		472,000		640,783
Powszechny Zaklad
Ubezpieczen SA (b)		1,489		201,989
				23,877,934

	Shares		Fair Value


Internet Software & Services - 0.14%
SouFun Holdings, Ltd. - ADR		3,600	$	185,904
Tencent Holdings, Ltd. (b)		9,400		494,333
Yandex NV (a)(b)		3,968		144,514
				824,751

IT Services - 7.96%
Accenture PLC - Class A (b)		33,905		2,496,764
Alliance Data Systems Corp. (a)		10,831		2,290,432
Amdocs, Ltd.		45,678		1,673,642
Cielo SA (b)		13,920		376,907
Cognizant Technology
Solutions Corp. - Class A (a)		22,604		1,856,240
Computer Sciences Corp.		58,628		3,033,413
Convergys Corp.		78,642		1,474,537
DST Systems, Inc.		32,283		2,434,461
Fiserv, Inc. (a)		27,784		2,807,573
FleetCor Technologies, Inc. (a)		20,720		2,282,515
Gartner, Inc. (a)		29,432		1,765,920
Global Payments, Inc.		30,844		1,575,512
International Business
Machines Corp.		22,133		4,098,589
Jack Henry & Associates, Inc.		42,382		2,187,335
Mastercard, Inc. - Class A		8,934		6,010,617
Sapient Corp. (a)		148,336		2,309,592
Total System Services, Inc.		55,332		1,627,867
Visa, Inc. - Class A		32,208		6,154,949
Western Union Co.		94,653		1,766,225
				48,223,090

Media - 1.60%
Cheil Worldwide, Inc. (a)(b)		7,394		170,553
Global Mediacom Tbk PT (b)		1,193,000		198,758
Interpublic Group of Cos, Inc.		535,422		9,198,550
Media Nusantara Citra
Tbk PT (b)		514,500		120,055
				9,687,916

Metals & Mining - 0.04%
Kumba Iron Ore, Ltd. (b)		5,500		254,056

See Notes to the Financial Statements.

The Leuthold Funds - 2013 Annual Report

Leuthold Core Investment Fund

Consolidated Schedule of Investments (continued)

September 30, 2013

	Shares		Fair Value

COMMON STOCKS - 66.24% (continued)

Oil, Gas & Consumable Fuels - 0.35%
China Petroleum & Chemical
Corp. - ADR		4,783	$	374,461
CNOOC, Ltd. - ADR		1,146		231,263
Cosan, Ltd. - Class A (b)		15,247		234,346
Lukoil OAO - ADR		6,619		418,791
PTT PCL - NVDR		32,400		327,719
Rosneft OAO - GDR		33,900		274,102
Sasol, Ltd. - ADR		5,424		259,213
				2,119,895

Paper & Forest Products - 0.08%
Duratex SA (b)		36,000		213,599
Fibria Celulose S.A. - ADR (a)		21,133		243,452
				457,051

Personal Products - 0.05%
AMOREPACIFIC Group (b)		802		293,819

Pharmaceuticals - 0.15%
Aspen Pharmacare
Holdings, Ltd. (b)		15,298		400,396
China Shineway Pharmaceutical
Group, Ltd. (b)		82,000		119,132
Dr Reddy’s Laboratories,
Ltd. - ADR		7,733		292,230
Gedeon Richter PLC (b)		6,830		118,938
				930,696

Real Estate Management
& Development - 0.33%
Alam Sutera Realty Tbk PT (b)		1,513,000		78,204
Aliansce Shopping Centers SA (b)		24,100		217,153
BR Properties SA (b)		27,600		243,709
Bumi Serpong Damai PT (b)		2,481,000		307,388
Franshion Properties China,
Ltd. (b)		434,000		143,186
K Wah International Holdings,
Ltd. (b)		323,000		174,478

	Shares		Fair Value

Real Estate Management
& Development - 0.33% (continued)
Multiplan Empreendimentos
Imobiliarios SA (b)		8,800	$	210,719
New World Development
Co., Ltd. (b)		90,000		135,261
Shimao Property Holdings,
Ltd. (b)		78,500		180,657
UOL Group, Ltd. (b)		30,000		147,283
Wing Tai Holdings, Ltd. (b)		111,000		181,356
				2,019,394

Road & Rail - 3.44%
Canadian Pacific Railway,
Ltd. (b)		37,437		4,615,982
ComfortDelGro Corp., Ltd. (b)		131,000		206,140
CSX Corp.		153,281		3,945,453
Norfolk Southern Corp.		67,340		5,208,749
Union Pacific Corp.		44,265		6,876,125
				20,852,449

Semiconductors &
Semiconductor Equipment - 0.89%
Epistar Corp. (b)		32,000		60,570
Formosa Sumco Technology
Corp. (b)		110,000		108,809
MediaTek, Inc. (b)		12,000		148,228
Parade Technologies, Ltd. (b)		19,601		136,799
Samsung Electronics Co., Ltd. (b)		754		959,083
Synaptics, Inc. (a)		84,999		3,763,756
Taiwan Semiconductor
Manufacturing Co., Ltd. - ADR		7,015		118,974
Vanguard International
Semiconductor Corp. (b)		99,000		108,603
				5,404,822

Software - 0.04%
Asseco Poland SA (b)		13,530		211,172

The Leuthold Funds - 2013 Annual Report

See Notes to the Financial Statements.

Leuthold Core Investment Fund

Consolidated Schedule of Investments (continued)

September 30, 2013

	Shares		Fair Value
COMMON STOCKS - 66.24% (continued)

Specialty Retail - 5.34%
Advance Auto Parts, Inc.		54,956	$	4,543,762
Asbury Automotive Group,
Inc. (a)		90,885		4,835,082
AutoZone, Inc. (a)		8,241		3,483,718
CarMax, Inc. (a)		78,642		3,811,778
Lithia Motors, Inc. - Class A		81,232		5,926,687
O’Reilly Automotive, Inc. (a)		47,797		6,098,419
Penske Automotive Group, Inc.		84,763		3,621,923
				32,321,369

Textiles, Apparel & Luxury Goods - 0.06%
Grendene SA (b)		14,200		125,835
Shenzhou International
Group Holdings, Ltd. (b)		65,000		211,173
				337,008

Thrifts & Mortgage Finance - 0.02%
Malaysia Building Society (b)		130,200		109,907

Transportation Infrastructure - 0.03%
Arteris SA (b)		17,716		153,395

Water Utilities - 0.05%
Cia de Saneamento Basico
do Estado de Sao Paulo - ADR		29,290		291,728

Wireless Telecommunication Services - 0.37%
Advanced Info Service
PCL - NVDR		22,000		179,767
America Movil SAB de CV - ADR		14,273		282,748
China Mobile, Ltd. - ADR		5,680		320,522
ENTEL Chile SA (b)		11,489		185,765
Mobile Telesystems OJSC - ADR		15,004		333,989
MTN Group, Ltd. (b)		9,190		179,465
SK Telecom Co., Ltd. - ADR		6,853		155,563
SmarTone Telecommunications
Holdings, Ltd. (b)		80,500		106,678
Tim Participacoes SA - ADR		9,897		233,272

	Shares		Fair Value
Wireless Telecommunication Services - 0.37%
(continued)
Tower Bersama Infrastructure
Tbk PT (b)		297,000	$	150,028
Turkcell Iletisim Hizmetleri
AS - ADR (a)		8,409		124,033
				2,251,830
TOTAL COMMON STOCKS
(Cost $324,327,685)			$	401,110,986

PREFERRED STOCKS - 0.06%

Commercial Banks - 0.02%
Itau Unibanco Holding SA - ADR		7,300	$	103,076

Food & Staples Retailing - 0.04%
Cia Brasileira de Distribuicao
Grupo Pao de Acucar - ADR		4,646		213,809
TOTAL PREFERRED STOCKS
(Cost $297,833)			$	316,885

INVESTMENT COMPANIES - 11.40%

Exchange Traded Funds - 11.40%
CurrencyShares Japanese Yen
Trust (d)		160,155	$	15,930,618
iShares CMBS ETF		10,394		536,148
iShares Floating Rate Bond ETF		42,551		2,157,336
iShares JP Morgan USD
Emerging Markets Bond ETF		27,500		2,997,500
iShares MBS ETF		205,924		21,811,470
PowerShares Build America
Bond Portfolio		111,104		3,032,028
PowerShares International
Corporate Bond Portfolio		33,368		975,347
PowerShares Senior Loan
Portfolio		124,057		3,061,727
SPDR Barclays International
Corporate Bond ETF		27,664		1,000,883

See Notes to the Financial Statements.

The Leuthold Funds - 2013 Annual Report

Leuthold Core Investment Fund

Consolidated Schedule of Investments (continued)

September 30, 2013

	Shares		Fair Value

INVESTMENT COMPANIES - 11.40%
(continued)
SPDR Barclays International
Treasury Bond ETF		256,370	$	14,964,317
SPDR Barclays Short Term
International Treasury
Bond ETF (a)		52,283		1,884,802
Vanguard Mortgage-Backed
Securities ETF		13,228		681,374
TOTAL INVESTMENT COMPANIES
(Cost $70,107,685)			$	69,033,550

	Troy Ounces		Fair Value

PRECIOUS METALS - 2.42%
Gold Bullion (a)		11,028	$	14,648,492
TOTAL PRECIOUS METALS
(Cost $9,881,088)			$	14,648,492

	Principal
	Amount		Fair Value

CORPORATE BONDS - 3.28%
Biotechnology - 0.24%
Amgen, Inc.
4.100%, 06/15/2021	$	1,417,000	$	1,464,121


Capital Markets - 0.44%
Goldman Sachs Group, Inc.
6.150%, 04/01/2018		2,339,000		2,675,231

Diversified Telecommunication
Services - 0.22%
Cellco Partnership / Verizon
Wireless Capital LLC					��
5.550%, 02/01/2014		1,336,000		1,356,839

Electric Utilities - 0.23%
Duke Energy Corp.
3.950%, 09/15/2014		1,354,000		1,396,717

	Principal
	Amount		Fair Value

Health Care Providers & Services - 0.25%
Coventry Health Care, Inc.
5.950%, 03/15/2017	$	1,335,000	$	1,513,441

Industrial Conglomerates - 0.41%
General Electric Co.
5.250%, 12/06/2017		2,169,000		2,468,650

Internet & Catalog Retail - 0.39%
Expedia, Inc.
7.456%, 08/15/2018		2,026,000		2,353,171

Oil, Gas & Consumable Fuels - 0.74%
Enterprise Products Operating, LLC
5.600%, 10/15/2014		1,105,000		1,161,301
Petrobras International Finance Co.
6.125%, 10/06/2016 (b)		1,714,000		1,870,392
Petrohawk Energy Corp.
7.250%, 08/15/2018		1,343,000		1,457,155
				4,488,848

Real Estate Investment Trusts (REITs) - 0.25%
Vornado Realty LP
4.250%, 04/01/2015		1,451,000		1,506,356

Tobacco - 0.11%
Altria Group, Inc.
9.700%, 11/10/2018		495,000		654,403
TOTAL CORPORATE BONDS
(Cost $19,058,289)			$	19,877,777

UNITED STATES TREASURY
OBLIGATIONS - 2.52%
United States Treasury Notes - 2.52%
1.375%, 09/30/2018	$	3,344,000	$	3,341,649
1.375%, 11/30/2018		3,800,000		3,788,125
1.000%, 11/30/2019		3,463,000		3,303,106
2.125%, 08/31/2020		4,809,000		4,851,454
TOTAL UNITED STATES TREASURY
OBLIGATIONS (Cost $15,614,796)			$	15,284,334

The Leuthold Funds - 2013 Annual Report

See Notes to the Financial Statements.

Leuthold Core Investment Fund

Consolidated Schedule of Investments (continued)

September 30, 2013

		Principal
		Amount		Fair Value

FOREIGN GOVERNMENT
BONDS/NOTES - 5.14%
Federal Republic of Germany
3.500%, 07/04/2019 (b)
	EUR		4,020,000	$	6,235,465
Government of United Kingdom
4.000%, 09/07/2016 (b)
	GBP		1,760,000		3,114,718
3.750%, 09/07/2020 (b)
	GPB		1,790,000		3,217,074
					6,331,792

Kingdom of Spain
3.750%, 10/31/2018 (b)
	EUR		2,210,000		3,069,567
4.000%, 04/30/2020 (b)
	EUR		2,310,000		3,186,086
					6,255,653

Province of Manitoba Canada
1.750%, 05/30/2019 (b)
	USD		3,200,000		3,150,749
Province of Ontario Canada
4.000%, 10/07/2019 (b)
	USD		2,800,000		3,048,556
Republic of Italy
4.500%, 03/01/2019 (b)
	EUR		2,190,000		3,104,658
4.250%, 09/01/2019 (b)
	EUR		2,150,000		3,009,500
					6,114,158

TOTAL FOREIGN GOVERNMENT
BONDS/NOTES (Cost $30,985,396)				$	31,136,373

	Shares		Fair Value

RIGHTS - 0.00%
Real Estate Management & Development - 0.00%
New World Development (a)(e)(f)(g)	1,125		$	0
TOTAL RIGHTS (Cost $0)			$	0

SHORT-TERM INVESTMENTS - 3.01%
Money Market Funds - 3.01%
Fidelity Institutional Money Market Funds -
Government Portfolio,
0.01% (c)		18,208,003	$	18,208,003

TOTAL SHORT-TERM INVESTMENTS
(Cost $18,208,003)			$	18,208,003

Total Investments
(Cost $488,480,775) - 94.07%			$	569,616,400
Other Assets in Excess of
Liabilities - 5.93% (h)				35,928,385
TOTAL NET ASSETS - 100.00%			$	605,544,785

Percentages are stated as a percent of net assets.
ADR	American Depository Receipt
EUR	Euro
GDR	Global Depository Receipt
GPB	British Pound
NVDR	Non-Voting Depository Receipt
USD	U.S. Dollar

(a)	Non-income producing security.
(b)	Foreign issued security.
(c)	The rate quoted is the annualized seven-day yield as of September 30, 2013.
(d)	Affiliated security (see Note 2).
(e)	Restricted Security.
(f)	The security is currently being fair valued in accordance with procedures established by the Board of Directors of Leuthold Funds, Inc. due to a lack of market activity and observable inputs.
(g)	Illiquid security.
(h)	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, Inc. 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 - 2013 Annual Report

Leuthold Core Investment Fund

Consolidated Schedule of Securities Sold Short - (a)

September 30, 2013

	Shares		Fair Value
COMMON STOCKS - 5.25%

Beverages - 0.09%
Monster Beverage Corp.		9,980	$	521,455

Building Products - 0.09%
Armstrong World Industries, Inc.		10,102		555,206

Capital Markets - 0.06%
Stifel Financial Corp.		9,046		372,876

Chemicals - 0.11%
Cabot Corp.		10,532		449,821
Tronox, Ltd. - Class A		7,857		192,261
				642,082

Commercial Banks - 0.13%
Commerce Bancshares, Inc.		9,248		405,155
Texas Capital Bancshares, Inc.		8,192		376,586
				781,741

Commercial Services & Supplies - 0.14%
Clean Harbors, Inc.		6,916		405,693
Iron Mountain, Inc.		16,773		453,206
				858,899

Communications Equipment - 0.21%
ARRIS Group, Inc.		21,987		375,098
Aruba Networks, Inc.		21,737		361,704
Palo Alto Networks, Inc.		11,274		516,575
				1,253,377

Computers & Peripherals - 0.08%
Diebold, Inc.		15,939		467,969

Construction Materials - 0.10%
Vulcan Materials Co.		11,995		621,461

Diversified Consumer Services - 0.10%
Sotheby's		12,369		607,689

Electric Utilities - 0.08%
FirstEnergy Corp.		13,658		497,834

	Shares		Fair Value
Electrical Equipment - 0.15%
General Cable Corp.		11,732	$	372,491
Polypore International, Inc.		13,029		533,798
				906,289

Energy Equipment & Services - 0.06%
McDermott International, Inc.		47,389		352,100

Food & Staples Retailing - 0.08%
Fresh Market, Inc.		10,190		482,089

Food Products - 0.20%
B&G Foods, Inc.		5,026		173,648
Dean Foods Co.		18,769		362,242
Hain Celestial Group, Inc.		6,689		515,856
Post Holdings, Inc.		4,124		166,486
				1,218,232

Gas Utilities - 0.14%
ONEOK, Inc.		10,829		577,402
Piedmont Natural Gas Co., Inc.		8,977		295,164
				872,566

Health Care Equipment & Supplies - 0.14%
Haemonetics Corp.		4,706		187,675
HeartWare International, Inc.		2,194		160,623
Hologic, Inc.		24,179		499,296
				847,594

Health Care Providers & Services - 0.02%
Emeritus Corp.		8,036		148,907

Hotels, Restaurants & Leisure - 0.07%
Hyatt Hotels Corp. - Class A		9,248		397,294

Household Durables - 0.09%
Toll Brothers, Inc.		16,485		534,609

Independent Power Producers &
Energy Traders - 0.09%
Calpine Corp.		28,011		544,254

66 The Leuthold Funds - 2013 Annual Report

See Notes to the Financial Statements.

Leuthold Core Investment Fund

Consolidated Schedule of Securities Sold Short - (a)

(continued) September 30, 2013

	Shares		Fair Value
COMMON STOCKS - 5.25% (continued)

Internet Software & Services - 0.20%
Equinix, Inc.		3,023	$	555,174
Rackspace Hosting, Inc.		12,527		660,924
				1,216,098

Machinery - 0.11%
Navistar International Corp.		17,597		641,939

Media - 0.06%
Cablevision Systems Corp.		20,382		343,233

Metals & Mining - 0.41%
ArcelorMittal - NYS		39,342		537,805
Coeur Mining, Inc.		22,730		273,896
Rio Tinto PLC - ADR		12,282		598,870
Southern Copper Corp.		19,254		524,479
United States Steel Corp.		25,157		517,983
				2,453,033

Multiline Retail - 0.05%
JC Penney Co., Inc.		33,208		292,895

Oil, Gas & Consumable Fuels - 0.78%
Cameco Corp. (b)		26,610		480,843
CONSOL Energy, Inc.		16,640		559,936
Encana Corp. (b)		35,127		608,751
Halcon Resources Corp.		54,416		241,063
Kinder Morgan, Inc.		15,832		563,144
Peabody Energy Corp.		29,464		508,254
SandRidge Energy, Inc.		102,350		599,771
Talisman Energy, Inc. (b)		49,833		573,079
Williams Companies, Inc.		16,231		590,159
				4,725,000

Pharmaceuticals - 0.09%
Endo Health Solutions, Inc.		12,449		565,683

Professional Services - 0.03%
Acacia Research Corp.		8,209		189,299

	Shares		Fair Value
Real Estate Investment Trusts (REITs) - 0.46%
AvalonBay Communities, Inc.		4,334	$	550,808
Colonial Properties Trust		8,947		201,218
Digital Realty Trust, Inc.		8,722		463,138
Equity Residential		10,450		559,807
Realty Income Corp.		13,858		550,856
Regency Centers Corp.		10,121		489,350
				2,815,177

Real Estate Management &
Development - 0.09%
Brookfield Asset Management,
Inc. - Class A (b)		14,617		546,676

Semiconductors & Semiconductor
Equipment - 0.17%
ASML Holding NV - NYS		6,121		604,510
Cypress Semiconductor Corp.		48,017		448,479
				1,052,989

Software - 0.35%
Concur Technologies, Inc.		5,335		589,517
Jive Software, Inc.		24,758		309,475
Nuance Communications, Inc.		31,065		580,760
Salesforce.com, Inc.		12,415		644,463
				2,124,215

Specialty Retail - 0.10%
Select Comfort Corp.		25,280		615,568

Transportation Infrastructure - 0.03%
Macquarie Infrastructure Co., LLC 3,383				181,126

Wireless Telecommunication Services - 0.09%
SBA Communications Corp. -
Class A		6,957		559,760
TOTAL COMMON STOCKS
(Proceeds $32,097,090)			$	31,807,214

See Notes to the Financial Statements.

The Leuthold Funds - 2013 Annual Report 67

Leuthold Core Investment Fund

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

September 30, 2013

	Shares		Fair Value
INVESTMENT COMPANIES - 0.19%

Exchange Traded Funds - 0.19%
SPDR Dow Jones Industrial
Average ETF Trust		7,709	$	1,163,982
TOTAL INVESTMENT COMPANIES
(Proceeds $1,179,912)			$	1,163,982

TOTAL SECURITIES SOLD SHORT (Proceeds $33,277,002) - 5.44%			$	32,971,196

Percentages are stated as a percent of net assets.

ADR American Depository Receipt

NYS New York Registry Shares

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

(b) Foreign issued security.

68 The Leuthold Funds - 2013 Annual Report

See Notes to the Financial Statements.

Leuthold Asset Allocation Fund

Consolidated Schedule of Investments

September 30, 2013

	Shares		Fair Value
COMMON STOCKS - 70.35%

Aerospace & Defense - 1.37%
L-3 Communications Holdings, Inc.	9,359		$	884,425
Lockheed Martin Corp.		6,105		778,693
Northrop Grumman Corp.		8,109		772,463
Raytheon Co.		12,481		961,911
				3,397,492

Air Freight & Logistics - 0.51%
FedEx Corp.		11,163		1,273,810

Airlines - 0.74%
Delta Air Lines, Inc.		31,959		753,913
Southwest Airlines Co.		74,053		1,078,212
				1,832,125

Auto Components - 1.32%
Cie Generale des Etablissements
Michelin (b)		9,294		1,030,722
Hankook Tire Co., Ltd. (b)		9,500		542,828
Magna International, Inc. (b)		20,754		1,713,450
				3,287,000

Automobiles - 0.69%
Dongfeng Motor Group
Co., Ltd. (b)		282,000		429,004
Toyota Motor Corp. - ADR		9,984		1,278,251
				1,707,255

Beverages - 0.68%
Anheuser-Busch InBev NV - ADR		16,971		1,683,523

Biotechnology - 0.99%
Cubist Pharmaceuticals, Inc. (a)		17,112		1,087,468
Myriad Genetics, Inc. (a)		16,524		388,314
United Therapeutics Corp. (a)		12,410		978,528
				2,454,310

	Shares		Fair Value
Capital Markets - 1.43%
Aberdeen Asset Management
PLC (b)		137,095	$	839,629
BlackRock, Inc.		7,236		1,958,206
Goldman Sachs Group, Inc.		4,759		752,921
				3,550,756

Chemicals - 1.94%
Agrium, Inc. (b)		7,911		664,761
CF Industries Holdings, Inc.		2,624		553,218
Huntsman Corp.		32,559		671,041
LyondellBasell Industries NV -
Class A		19,315		1,414,437
Monsanto Co.		7,162		747,498
Valspar Corp.		11,955		758,306
				4,809,261

Commercial Banks - 1.93%
Banco Bilbao Vizcaya Argentaria
SA - ADR		81,797		914,491
Credicorp, Ltd. (b)		4,940		634,592
M&T Bank Corp.		13,012		1,456,303
PNC Financial Services Group,
Inc.		10,688		774,346
Sberbank of Russia - ADR		45,639		549,197
Turkiye Vakiflar Bankasi Tao (b)		204,596		466,768
				4,795,697

Communications Equipment - 1.05%
Cisco Systems, Inc.		31,052		727,238
QUALCOMM, Inc.		27,916		1,880,422
				2,607,660

Computers & Peripherals - 2.74%
Apple, Inc.		6,625		3,158,469
EMC Corp.		45,447		1,161,625
Lenovo Group, Ltd. (b)		498,000		521,957
SanDisk Corp.		11,587		689,542
Western Digital Corp.		19,932		1,263,689
				6,795,282

See Notes to the Financial Statements.

The Leuthold Funds - 2013 Annual Report 69

Leuthold Asset Allocation Fund

Consolidated Schedule of Investments (continued)

September 30, 2013

	Shares		Fair Value
COMMON STOCKS - 70.35% (continued)

Consumer Finance - 2.02%
Capital One Financial Corp.		23,252	$	1,598,342
Discover Financial Services		36,628		1,851,179
SLM Corp.		62,945		1,567,331
				5,016,852

Distributors - 0.14%
Jardine Cycle & Carriage, Ltd. (b)	11,000			334,997

Diversified Consumer Services - 1.11%
Apollo Group, Inc. - Class A (a)		74,413		1,548,534
DeVry, Inc.		19,057		582,382
New Oriental Education &
Technology Group - ADR		25,080		624,492
				2,755,408

Diversified Financial Services - 3.03%
Bank of America Corp.		81,908		1,130,330
Berkshire Hathaway, Inc. -
Class B (a)		18,076		2,051,807
Citigroup, Inc.		21,902		1,062,466
JPMorgan Chase & Co.		47,686		2,464,889
Moody’s Corp.		11,550		812,312
				7,521,804

Diversified Telecommunication Services - 0.22%
CenturyLink, Inc.		17,567		551,253

Electrical Equipment - 0.40%
Eaton Corp PLC (b)		14,420		992,673

Electronic Equipment, Instruments
& Components - 0.33%
Hitachi, Ltd. (b)		124,000		821,655

Energy Equipment & Services - 0.75%
Ensco PLC - Class A (b)		12,368		664,780
National Oilwell Varco, Inc.		15,328		1,197,270
				1,862,050

	Shares		Fair Value
Food & Staples Retailing - 1.63%
Costco Wholesale Corp.		7,179	$	826,446
CVS Caremark Corp.		29,310		1,663,343
Wal-Mart Stores, Inc.		21,048		1,556,710
				4,046,499

Food Products - 0.94%
Bunge, Ltd.		14,208		1,078,529
ConAgra Foods, Inc.		25,739		780,921
Viscofan SA (b)		8,310		475,009
				2,334,459

Health Care Equipment & Supplies - 0.26%
Zimmer Holdings, Inc.		7,979		655,395

Health Care Providers & Services - 5.13%
Aetna, Inc.		15,334		981,682
AmerisourceBergen Corp.		26,361		1,610,657
Cardinal Health, Inc.		30,566		1,594,017
DaVita HealthCare Partners,
Inc. (a)		28,400		1,615,960
HealthSouth Corp.		32,412		1,117,566
Henry Schein, Inc. (a)		9,017		935,063
Humana, Inc.		13,545		1,264,155
McKesson Corp.		12,441		1,596,180
UnitedHealth Group, Inc.		12,608		902,859
WellPoint, Inc.		13,303		1,112,264
				12,730,403

Hotels, Restaurants & Leisure - 0.33%
Gtech Spa (b)		28,462		814,407

Household Durables - 0.25%
Steinhoff International
Holdings, Ltd. (b)		177,158		630,435

Independent Power Producers & Energy Traders - 0.33%
AES Corp.		60,763		807,540

70 The Leuthold Funds - 2013 Annual Report

See Notes to the Financial Statements.

Leuthold Asset Allocation Fund

Consolidated Schedule of Investments (continued)

September 30, 2013

	Shares		Fair Value
COMMON STOCKS - 70.35% (continued)

Industrial Conglomerates - 1.15%
General Electric Co.		33,534	$	801,127
Siemens AG - ADR		13,083		1,576,633
Turkiye Sise ve Cam Fabrikalari
AS (b)		345,811		476,074
				2,853,834

Insurance - 4.65%
Allianz SE (b)		4,674		735,353
American Financial Group, Inc.		23,872		1,290,520
American International
Group, Inc.		32,135		1,562,725
Aon PLC (b)		14,437		1,074,690
Assurant, Inc.		23,356		1,263,560
Everest Re Group, Ltd. (b)		7,015		1,020,051
Genworth Financial, Inc. -
Class A (a)		105,313		1,346,953
Hartford Financial Services
Group, Inc.		51,031		1,588,085
Prudential Financial, Inc.		9,582		747,205
Sun Life Financial, Inc. (b)		28,074		897,526
				11,526,668

Internet Software & Services - 1.07%
eBay, Inc. (a)		16,125		899,614
Sohu.com, Inc. (a)(b)		9,930		782,782
Yahoo!, Inc. (a)		29,545		979,712
				2,662,108

IT Services - 2.98%
Accenture PLC - Class A (b)		8,109		597,147
Amadeus IT Holding SA -
Class A (b)		17,126		607,240
Amdocs, Ltd.		16,643		609,800
Cognizant Technology
Solutions Corp. - Class A (a)		9,580		786,710
International Business
Machines Corp.		6,936		1,284,408
Mastercard, Inc. - Class A		2,757		1,854,854
Visa, Inc. - Class A		8,723		1,666,965
				7,407,124

	Shares		Fair Value
Life Sciences Tools & Services - 0.27%
Thermo Fisher Scientific, Inc.		7,162	$	659,978

Machinery - 0.55%
Oshkosh Corp. (a)		15,537		761,002
Valmont Industries, Inc.		4,278		594,257
				1,355,259

Media - 1.63%
Comcast Corp. - Class A		38,352		1,731,593
The Walt Disney Co.		20,245		1,305,600
WPP PLC - ADR		9,775		1,006,238
				4,043,431

Metals & Mining - 0.46%
BHP Billiton, Ltd. - ADR		10,176		676,704
Grupo Mexico SAB de CV (b)		158,900		475,747
				1,152,451

Multi-Utilities - 0.31%
Ameren Corp.		22,312		777,350

Office Electronics - 0.28%
Canon, Inc. - ADR		21,486		687,552

Oil, Gas & Consumable Fuels - 3.00%
Cosan, Ltd. - Class A (b)		40,736		626,112
Exxon Mobil Corp.		15,469		1,330,953
PTT PCL - NVDR		39,300		397,511
Royal Dutch Shell PLC - ADR		18,645		1,224,604
Sasol, Ltd. - ADR		9,933		474,698
Statoil ASA - ADR		38,559		874,518
Total SA - ADR		43,264		2,505,851
				7,434,247

Pharmaceuticals - 4.45%
Allergan, Inc.		14,324		1,295,606
Eli Lilly & Co.		24,710		1,243,654
Gedeon Richter PLC (b)		30,594		532,767
GlaxoSmithKline PLC - ADR		8,777		440,342
Merck & Co., Inc.		34,241		1,630,214
Novo Nordisk A/S - ADR		10,470		1,771,733

See Notes to the Financial Statements.

The Leuthold Funds - 2013 Annual Report 71

Leuthold Asset Allocation Fund

Consolidated Schedule of Investments (continued)

September 30, 2013

	Shares		Fair Value
COMMON STOCKS - 70.35% (continued)

Pharmaceuticals - 4.45% (continued)
Pfizer, Inc.		61,756	$	1,773,015
Shire PLC - ADR		11,231		1,346,485
Teva Pharmaceutical Industries,
Ltd. - ADR		26,398		997,317
				11,031,133

Real Estate Investment Trusts (REITs) - 6.44%
Apartment Investment &
Management Co. - Class A		46,646		1,303,289
Ashford Hospitality Trust, Inc.		43,112		532,002
Associated Estates Realty Corp.		19,554		291,550
Brandywine Realty Trust		64,079		844,561
CBL & Associates Properties, Inc.		58,661		1,120,425
Chesapeake Lodging Trust		16,020		377,111
CoreSite Realty Corp.		11,308		383,794
Corporate Office Properties Trust		37,223		859,851
Corrections Corp. of America		14,842		512,791
CubeSmart		43,348		773,328
DuPont Fabros Technology, Inc.		25,914		667,804
Geo Group, Inc.		20,260		673,645
Host Hotels & Resorts, Inc.		60,074		1,061,508
LaSalle Hotel Properties		48,295		1,377,373
Lexington Realty Trust		61,017		685,221
Omega Healthcare Investors, Inc.		53,242		1,590,339
Parkway Properties, Inc.		20,260		360,020
Pennsylvania Real Estate
Investment Trust		17,669		330,410
Ramco-Gershenson Properties
Trust		32,982		508,253
RLJ Lodging Trust		24,501		575,529
Sabra Health Care REIT, Inc.		14,135		325,246
Spirit Realty Capital, Inc.		34,797		319,437
STAG Industrial, Inc.		16,962		341,275
Winthrop Realty Trust		14,135		157,605
				15,972,367

	Shares		Fair Value
Road & Rail - 0.73%
Canadian Pacific Railway,
Ltd. (b)		9,020	$	1,112,166
West Japan Railway Co. (b)		16,400		703,144
				1,815,310

Semiconductors & Semiconductor
Equipment - 0.63%
Samsung Electronics Co., Ltd. (b)		1,224		1,556,920

Software - 2.00%
Activision Blizzard, Inc.		32,539		542,425
Microsoft Corp.		44,200		1,472,302
Oracle Corp.		41,197		1,366,505
Symantec Corp.		64,272		1,590,732
				4,971,964

Specialty Retail - 5.01%
ABC-Mart, Inc. (b)		19,800		966,023
Asbury Automotive Group,
Inc. (a)		29,835		1,587,222
Bed Bath & Beyond, Inc. (a)		12,913		998,950
CarMax, Inc. (a)		25,006		1,212,041
Foot Locker, Inc.		30,153		1,023,393
The Home Depot, Inc.		25,807		1,957,461
Lithia Motors, Inc. - Class A		22,189		1,618,909
O’Reilly Automotive, Inc. (a)		12,516		1,596,916
TJX Cos, Inc.		26,112		1,472,456
				12,433,371

Textiles, Apparel & Luxury Goods - 0.36%
Christian Dior SA (b)		4,578		898,495

Tobacco - 0.44%
Philip Morris International, Inc.		12,746		1,103,676

Trading Companies & Distributors - 0.35%
Mitsubishi Corp. (b)		42,200		856,821

72 The Leuthold Funds - 2013 Annual Report

See Notes to the Financial Statements.

Leuthold Asset Allocation Fund

Consolidated Schedule of Investments (continued)

September 30, 2013

	Shares		Fair Value
COMMON STOCKS - 70.35% (continued)

Wireless Telecommunication Services - 1.33%
China Mobile, Ltd. - ADR		13,866	$	782,458
Crown Castle International
Corp. (a)		11,819		863,142
Turkcell Iletisim Hizmetleri
AS - ADR (a)		48,679		718,015
Vodafone Group PLC - ADR		26,827		943,774
				3,307,389
TOTAL COMMON STOCKS
(Cost $149,558,843)			$	174,577,449

INVESTMENT COMPANIES - 8.55%

Exchange Traded Funds - 8.55%
iShares CMBS ETF		9,805	$	505,767
iShares Floating Rate Bond ETF		15,000		760,500
iShares JP Morgan USD
Emerging Markets Bond ETF		11,600		1,264,400
iShares MBS ETF		65,392		6,926,321
PIMCO 0-5 Year High Yield
Corporate Bond Index Exchange-
Traded Fund		7,765		814,548
PowerShares Build America
Bond Portfolio		114,447		3,123,259
PowerShares Senior Loan
Portfolio		63,906		1,577,200
SPDR Barclays International
Treasury Bond ETF		35,227		2,056,200
Vanguard FTSE Emerging
Markets ETF		18,967		760,766
Vanguard Mortgage-Backed
Securities ETF		66,451		3,422,891
TOTAL INVESTMENT COMPANIES
(Cost $21,866,824)			$	21,211,852

	Troy Ounces		Fair Value
PRECIOUS METALS - 3.21%
Gold Bullion (a)		5,992	$	7,958,550

TOTAL PRECIOUS METALS
(Cost $5,368,412)			$	7,958,550

	Principal
	Amount		Fair Value

CORPORATE BONDS - 4.04%

Capital Markets - 0.92%
Goldman Sachs Group, Inc.
6.150%, 04/01/2018	$	1,987,000	$	2,272,631

Health Care Providers & Services - 0.52%
Coventry Health Care, Inc.
5.950%, 03/15/2017		1,134,000		1,285,575

Industrial Conglomerates - 0.84%
General Electric Co.
5.250%, 12/06/2017		1,843,000		2,097,613

Oil, Gas & Consumable Fuels - 1.54%
Enterprise Products Operating, LLC
5.600%, 10/15/2014		939,000		986,843
Petrobras International Finance Co.
6.125%, 10/06/2016 (b)		1,456,000		1,588,851
Petrohawk Energy Corp.
7.250%, 08/15/2018		1,141,000		1,237,985
				3,813,679

Tobacco - 0.22%
Altria Group, Inc.
9.700%, 11/10/2018		421,000		556,573
TOTAL CORPORATE BONDS
(Cost $9,592,561)			$	10,026,071

See Notes to the Financial Statements.

The Leuthold Funds - 2013 Annual Report 73

Leuthold Asset Allocation Fund

Consolidated Schedule of Investments (continued)

September 30, 2013

	Principal
	Amount		Fair Value
UNITED STATES TREASURY OBLIGATIONS - 7.94%

United States Treasury Inflation Indexed Bonds - 0.84%
1.250%, 07/15/2020	$	985,430	$	1,078,122
0.125%, 01/15/2022		1,032,080		1,019,099
				2,097,221

United States Treasury Notes - 7.10%
0.250%, 05/15/2016		1,200,000		1,192,126
0.625%, 11/30/2017		3,700,000		3,624,553
1.375%, 09/30/2018		2,700,000		2,698,102
1.375%, 11/30/2018		1,655,000		1,649,828
1.125%, 05/31/2019		1,900,000		1,847,898
0.875%, 07/31/2019		1,200,000		1,145,626
1.000%, 11/30/2019		2,800,000		2,670,718
2.125%, 08/31/2020		2,760,000		2,784,365
				17,613,216

TOTAL UNITED STATES TREASURY
OBLIGATIONS (Cost $20,077,384)			$	19,710,437

FOREIGN GOVERNMENT BONDS/NOTES - 2.85%
Province of Manitoba Canada
1.300%, 04/03/2017 (b)	$	2,500,000	$	2,519,405
1.750%, 05/30/2019 (b)		2,300,000		2,264,601
				4,784,006

Province of Ontario Canada
4.000%, 10/07/2019 (b)		2,100,000		2,286,417
TOTAL FOREIGN GOVERNMENT BONDS
(Cost $7,268,031)			$	7,070,423

	Shares		Fair Value
SHORT-TERM INVESTMENTS - 2.74%

Money Market Funds - 2.74%
Fidelity Institutional Money Market
Funds - Government Portfolio,
0.01% (c)		6,800,403	$	6,800,403
TOTAL SHORT-TERM INVESTMENTS
(Cost $6,800,403)			$	6,800,403

Total Investments
(Cost $220,532,458) - 99.68%			$	247,355,185

Other Assets in Excess of
Liabilities - 0.32%				800,444

TOTAL NET ASSETS - 100.00%			$	248,155,629

Percentages are stated as a percent of net assets.

ADR American Depository Receipt

NVDR Non-Voting Depository Receipt

(a) Non-income producing security.

(b) Foreign issued security.

74 The Leuthold Funds - 2013 Annual Report

See Notes to the Financial Statements.

Leuthold Global Fund
Consolidated Schedule of Investments
September 30, 2013

	Shares		Fair Value
COMMON STOCKS - 64.20%

Aerospace & Defense - 0.89%
Alliant Techsystems, Inc.		14,530	$	1,417,547
L-3 Communications Holdings,
Inc.		19,433		1,836,418
				3,253,965

Airlines - 3.17%
Alaska Air Group, Inc.		24,486		1,533,313
Delta Air Lines, Inc.		126,510		2,984,371
JetBlue Airways Corp. (a)		328,272		2,186,291
Ryanair Holdings PLC - ADR		30,070		1,495,682
U.S. Airways Group, Inc. (a)		144,831		2,745,996
Westjet Airlines, Ltd. (b)		27,454		659,664
				11,605,317

Auto Components - 6.17%
Brembo SpA (b)		43,456		1,133,290
Cie Generale des Etablissements
Michelin (b)		23,761		2,635,138
Continental AG (b)		17,991		3,049,936
Dana Holding Corp.		65,216		1,489,534
GKN PLC (b)		261,725		1,448,009
Lear Corp.		25,397		1,817,663
Leoni AG (b)		23,783		1,445,200
Magna International, Inc. (b)		30,509		2,518,823
Plastic Omnium SA (b)		50,547		1,278,799
Showa Corp. (b)		102,200		1,378,070
Sumitomo Rubber Industries,
Ltd. (b)		72,500		1,122,179
Tianneng Power International,
Ltd. (b)		770,000		299,973
TRW Automotive Holdings
Corp. (a)		41,566		2,964,072
				22,580,686

Automobiles - 3.65%
Daihatsu Motor Co. Ltd. (b)		33,000		641,309
Dongfeng Motor Group Co.,
Ltd. (b)		396,000		602,431
Ford Motor Co.		123,831		2,089,029

	Shares		Fair Value
Automobiles - 3.65% (continued)
Geely Automobile Holdings,
Ltd. (b)		1,155,000	$	595,236
General Motors Co. (a)		59,275		2,132,122
Hyundai Motor Co. (b)		6,276		1,464,273
Kia Motors Corp. (b)		24,950		1,514,626
Nissan Motor Co., Ltd. (b)		127,500		1,286,823
Tata Motors, Ltd. - ADR		37,192		990,051
Thor Industries, Inc.		13,837		803,099
Volkswagen AG (b)		5,408		1,226,837
				13,345,836

Chemicals - 0.21%
Dongyue Group (b)		1,549,000		753,518

Commercial Banks - 4.58%
BB&T Corp.		32,279		1,089,416
Fifth Third Bancorp		123,971		2,236,437
Huntington Bancshares, Inc.		289,409		2,390,518
KeyCorp		112,168		1,278,715
PNC Financial Services
Group, Inc.		31,198		2,260,295
Popular, Inc. (a)(b)		34,546		906,142
Regions Financial Corp.		220,734		2,043,997
SunTrust Banks, Inc.		55,403		1,796,165
Synovus Financial Corp.		365,188		1,205,120
Webster Financial Corp.		60,986		1,556,973
				16,763,778

Computers & Peripherals - 0.43%
Western Digital Corp.		24,612		1,560,401

Containers & Packaging - 0.79%
Graphic Packaging Holding
Co. (a)		130,654		1,118,398
Smurfit Kappa Group PLC (b)		78,361		1,771,731
				2,890,129

Diversified Financial Services - 0.98%
Investor AB - Class B (b)		60,974		1,849,190
Leucadia National Corp.		63,843		1,739,083
				3,588,273

See Notes to the Financial Statements.

The Leuthold Funds - 2013 Annual Report

Leuthold Global Fund

Consolidated Schedule of Investments (continued)

September 30, 2013

	Shares		Fair Value
COMMON STOCKS - 64.20% (continued)

Diversified Telecommunication Services - 0.24%
Asia Pacific Telecom Co.,
Ltd. (b)		1,470,521	$	872,853

Electronic Equipment,
Instruments & Components - 5.13%
Arrow Electronics, Inc. (a)		33,272		1,614,690
Avnet, Inc.		39,144		1,632,696
Daeduck GDS Co., Ltd. (b)		44,990		875,061
Delta Electronics Thailand
PCL - NVDR		490,600		775,234
FUJIFILM Holdings Corp. (b)		99,600		2,400,346
Hexagon AB - Class B (b)		56,631		1,707,163
Hon Hai Precision Industry
Co., Ltd. (b)		726,000		1,863,170
Jabil Circuit, Inc.		68,637		1,488,050
Samsung SDI Co., Ltd. (b)		13,257		2,310,244
Sanmina Corp. (a)		78,415		1,371,479
SYNNEX Corp. (a)		25,229		1,550,322
Tech Data Corp. (a)		23,652		1,180,471
				18,768,926

Food & Staples Retailing - 3.81%
Aeon Co., Ltd. (b)		168,100		2,320,286
Arcs Co., Ltd. (b)		46,200		857,407
Delhaize Group SA (b)		47,885		3,017,888
Matsumotokiyoshi Holdings
Co., Ltd. (b)		38,500		1,245,068
Migros Ticaret AS (a)(b)		80,340		675,380
Safeway, Inc.		104,925		3,356,551
Wal-Mart Stores, Inc.		33,048		2,444,230
				13,916,810

Household Durables - 0.33%
Helen of Troy, Ltd. (a)(b)		27,498		1,215,412

Insurance - 11.31%
Ageas (b)		48,202		1,953,207
Allianz SE (b)		14,980		2,356,781
Allstate Corp.		33,147		1,675,581

	Shares		Fair Value
Insurance - 11.31% (continued)
American International
Group, Inc.		54,644	$	2,657,338
Assurant, Inc.		24,805		1,341,950
Baloise Holding AG (b)		18,572		2,054,316
Catlin Group, Ltd. (b)		119,685		937,947
Endurance Specialty Holdings,
Ltd. (b)		24,355		1,308,351
Everest Re Group, Ltd. (b)		16,882		2,454,812
Genworth Financial, Inc. -
Class A (a)		167,251		2,139,140
Gjensidige Forsikring ASA (b)		65,679		991,460
Hannover Rueck SE (b)		29,674		2,180,632
Liberty Holdings, Ltd. (b)		78,340		913,423
Muenchener Rueckversicherungs
AG (b)		12,507		2,444,891
PartnerRe, Ltd. (b)		23,487		2,150,000
Platinum Underwriters Holdings,
Ltd. (b)		18,639		1,113,307
Powszechny Zaklad Ubezpieczen
SA (b)		12,201		1,655,113
SCOR SE (b)		70,778		2,345,643
Swiss Re AG (b)		28,322		2,346,491
Talanx AG (b)		32,305		1,088,036
Topdanmark A/S (a)(b)		41,166		1,059,552
Unum Group		54,332		1,653,866
Validus Holdings, Ltd. (b)		53,336		1,972,365
Vienna Insurance Group AG Wiener
Versicherung Gruppe (b)		10,672		548,087
				41,342,289

Media - 6.79%
CBS Corp. - Class B		27,333		1,507,688
CyberAgent, Inc. (b)		28,000		775,497
DIRECTV (a)		19,268		1,151,263
Hakuhodo DY Holdings, Inc. (b)		132,800		989,577
Havas SA (b)		89,570		699,859
Interpublic Group of Cos, Inc.		198,535		3,410,831
ITV PLC (b)		656,125		1,861,807
Liberty Media Corp. - Class A (a)		8,243		1,212,957

The Leuthold Funds - 2013 Annual Report

See Notes to the Financial Statements.

Leuthold Global Fund

Consolidated Schedule of Investments (continued)

September 30, 2013

	Shares			Fair Value
COMMON STOCKS - 64.20% (continued)

Media - 6.79% (continued)
Metropole Television SA (b)		66,953		$	1,435,508
Omnicom Group, Inc.		45,739			2,901,682
ProSiebenSat.1 Media AG (b)		34,279			1,456,881
Publicis Groupe SA (b)		31,619			2,515,236
REA Group, Ltd. (b)		16,943			598,278
TV Asahi Corp. (b)		68,200			1,587,119
WPP PLC - ADR		26,478			2,725,645
					24,829,828

Office Electronics - 0.49%
Xerox Corp.		175,845			1,809,445

Oil, Gas & Consumable Fuels - 0.48%
Hess Corp.		22,916			1,772,323

Paper & Forest Products - 3.39%
China Forestry Holdings
Co., Ltd. (a)(b)(d)(e)		2,484,000			48,041
Clearwater Paper Corp. (a)		19,019			908,538
Domtar Corp. (b)		31,395			2,493,391
Hokuetsu Kishu Paper Co.,
Ltd. (b)		246,500			1,168,749
KapStone Paper and Packaging
Corp.		37,535			1,606,498
Louisiana-Pacific Corp. (a)		78,261			1,376,611
Norbord, Inc. (b)		32,868			958,231
Resolute Forest Products,
Inc. (a)(b)		38,970			515,183
Schweitzer-Mauduit International,
Inc.		54,572			3,303,243
					12,378,485

Road & Rail - 3.89%
AMERCO		7,001			1,289,094
Canadian National Railway
Co. (b)		21,079			2,136,778
CSX Corp.		93,550	��		2,407,977
DSV A/S (b)		40,214			1,141,131
Norfolk Southern Corp.		23,190			1,793,746

	Shares		Fair Value
Road & Rail - 3.89% (continued)
Ryder System, Inc.		15,827	$	944,872
Stagecoach Group PLC (b)		229,809		1,212,938
TransForce, Inc. (b)		21,355		449,262
Union Pacific Corp.		11,320		1,758,449
Werner Enterprises, Inc.		46,358		1,081,532
				14,215,779

Semiconductors & Semiconductor
Equipment - 4.76%
A-DATA Technology Co.,
Ltd. (b)		317,000		871,736
Advanced Semiconductor
Engineering, Inc. - ADR		225,699		1,078,841
Broadcom Corp. - Class A		29,663		771,535
Cirrus Logic, Inc. (a)		45,312		1,027,676
CSR PLC (b)		77,255		643,790
Dialog Semiconductor
PLC (a)(b)		55,635		1,065,222
First Solar, Inc. (a)		23,376		939,949
Iljin Display Co., Ltd. (b)		39,410		626,155
Intel Corp.		92,852		2,128,168
Magnachip Semiconductor
Corp. (a)(b)		40,083		862,987
NVIDIA Corp.		113,616		1,767,865
Radiant Opto-Electronics
Corp. (b)		139,050		495,937
Realtek Semiconductor
Corp. (b)		234,320		572,436
Samsung Electronics Co.,
Ltd. (b)		1,669		2,122,958
Shindengen Electric
Manufacturing Co., Ltd. (b)		127,000		928,160
Sigurd Microelectronics
Corp. (b)		563,000		540,989
Skyworks Solutions, Inc. (a)		39,047		969,927
				17,414,331

See Notes to the Financial Statements.

The Leuthold Funds - 2013 Annual Report

Leuthold Global Fund

Consolidated Schedule of Investments (continued)

September 30, 2013

	Shares		Fair Value
COMMON STOCKS - 64.20% (continued)

Wireless Telecommunication Services - 2.71%
China Mobile, Ltd. - ADR		43,033	$	2,428,352
Freenet AG (b)		50,347		1,216,368
M1, Ltd. (b)		228,000		596,858
NTT DoCoMo, Inc. - ADR		142,572		2,312,518
Tele2 AB - Class B (b)		177,402		2,267,881
T-Mobile US, Inc. (a)		42,258		1,097,440
				9,919,417
TOTAL COMMON STOCKS
(Cost $193,490,322)			$	234,797,801

PREFERRED STOCKS - 0.73%

Automobiles - 0.50%
Porsche Automobil Holding
SE (b)		20,827	$	1,818,065

Containers & Packaging - 0.23%
Klabin SA (b)		163,800		855,104
TOTAL PREFERRED STOCKS
(Cost $2,498,257)			$	2,673,169

INVESTMENT COMPANIES - 10.09%

Exchange Traded Funds - 10.09%
CurrencyShares Japanese
Yen Trust (f)		95,068	$	9,456,414
iShares CMBS ETF		13,500		696,364
iShares Floating Rate Bond ETF		42,400		2,149,680
iShares JP Morgan USD
Emerging Markets Bond ETF		9,552		1,041,168
iShares MBS ETF		92,428		9,789,974
PIMCO 0-5 Year High Yield
Corporate Bond Index Exchange-
Traded Fund		13,381		1,403,667
PowerShares Build America
Bond Portfolio		65,000		1,773,850

	Shares		Fair Value
Exchange Traded Funds - 10.09% (continued)
PowerShares International
Corporate Bond Portfolio		36,500	$	1,066,895
PowerShares Senior Loan
Portfolio		34,020		839,613
SPDR Barclays International
Corporate Bond ETF		30,200		1,092,636
SPDR Barclays International
Treasury Bond ETF		66,943		3,907,463
SPDR Barclays Short Term
High Yield Bond ETF		27,533		840,858
SPDR Barclays Short Term
International Treasury Bond
ETF		78,546		2,831,583

TOTAL INVESTMENT COMPANIES
(Cost $37,113,667)			$	36,890,165

	Troy Ounces		Fair Value

PRECIOUS METALS - 2.17%
Gold Bullion (a)		5,980	$	7,943,138
TOTAL PRECIOUS METALS
(Cost $6,139,597)			$	7,943,138

	Principal
	Amount		Fair Value

CORPORATE BONDS - 2.65%

Biotechnology - 0.21%
Amgen, Inc.
4.100%, 06/15/2021	$	731,000	$	755,309

Diversified Financial Services - 0.32%
JPMorgan Chase & Co.
3.150%, 07/05/2016		1,120,000		1,175,150

The Leuthold Funds - 2013 Annual Report

See Notes to the Financial Statements.

Leuthold Global Fund

Consolidated Schedule of Investments (continued)

September 30, 2013

	Principal
	Amount		Fair Value
CORPORATE BONDS - 2.65% (continued)

Diversified Telecommunication Services - 0.17%
Cellco Partnership / Verizon
Wireless Capital LLC
5.550%, 02/01/2014	$	631,000	$	640,842

Electric Utilities - 0.18%
Duke Energy Corp.
3.950%, 09/15/2014		640,000		660,191

Industrial Conglomerates - 0.32%
General Electric Co.
5.250%, 12/06/2017		1,025,000		1,166,605

Internet & Catalog Retail - 0.31%
Expedia, Inc.
7.456%, 08/15/2018		970,000		1,126,641

Oil, Gas & Consumable Fuels - 0.85%
Anadarko Petroleum Corp.
5.950%, 09/15/2016		808,000		907,287
Enterprise Products Operating LLC
5.600%, 10/15/2014		523,000		549,647
Petrobras International Finance Co.
6.125%, 10/06/2016 (b)		810,000		883,908
Petrohawk Energy Corp.
7.250%, 08/15/2018		692,000		750,820
				3,091,662

Real Estate Investment Trusts (REITs) - 0.21%
Vornado Realty LP
4.250%, 04/01/2015		745,000		773,422

Tobacco - 0.08%
Altria Group, Inc.
9.700%, 11/10/2018		233,000		308,032
TOTAL CORPORATE BONDS
(Cost $9,366,024)			$	9,697,854

	Principal
	Amount		Fair Value

UNITED STATES TREASURY
OBLIGATIONS - 2.92%
United States Treasury Notes - 2.92%
1.375%, 11/30/2015	$	2,590,000	$	2,645,442
1.375%, 11/30/2018		1,350,000		1,345,781
2.125%, 08/31/2020		6,611,000		6,669,362

TOTAL UNITED STATES TREASURY
OBLIGATIONS (Cost $10,624,551)			$	10,660,585

FOREIGN GOVERNMENT BONDS - 7.51%
Canadian Government
2.500%, 06/01/2015 (b)
CAD		1,400,000	$	1,389,453
Federal Republic of Germany
4.250%, 07/04/2018 (b)
EUR		1,630,000		2,575,390
3.500%, 07/04/2019 (b)
EUR		1,630,000		2,528,311
				5,103,701

Government of UK
2.000%, 01/22/2016 (b)
GPB		1,700,000		2,837,819

Kingdom of Spain
3.300%, 07/30/2016 (b)
EUR		1,300,000		1,808,231
3.750%, 10/31/2018 (b)
EUR		2,620,000		3,639,034
4.000%, 04/30/2020 (b)
EUR		1,600,000		2,206,813
				7,654,078

Province of Manitoba Canada
1.300%, 04/03/2017 (b)
USD		2,100,000		2,116,300

See Notes to the Financial Statements.

The Leuthold Funds - 2013 Annual Report

Leuthold Global Fund
Consolidated Schedule of Investments (continued)
September 30, 2013

	Principal
	Amount		Fair Value
FOREIGN GOVERNMENT BONDS - 7.51%
(continued)
Republic of Italy
3.750%, 04/15/2016 (b)
EUR		1,300,000	$	1,825,114
4.500%, 08/01/2018 (b)
EUR		1,550,000		2,209,313
4.500%, 03/01/2019 (b)
EUR		1,770,000		2,509,244
4.250%, 09/01/2019 (b)
EUR		1,270,000		1,777,705
				8,321,376

TOTAL FOREIGN GOVERNMENT BONDS
(Cost $26,936,990)			$	27,422,727

	Shares		Fair Value

SHORT-TERM INVESTMENTS - 5.72%

Money Market Funds - 5.72%
Fidelity Institutional Money Market
Funds - Government Portfolio,
0.01% (c)		20,926,701	$	20,926,701
TOTAL SHORT-TERM INVESTMENTS
(Cost $20,926,701)			$	20,926,701

Total Investments
(Cost $307,096,109) - 95.99%			$	351,012,140
Other Assets in Excess of
Liabilities - 4.01% (g)				14,682,253
TOTAL NET ASSETS - 100.00%			$	365,694,393

Percentages are stated as a percent of net assets.
ADR	American Depository Receipt
CAD	Canadian Dollar
EUR	Euro
GPB	British Pound
NVDR	Non-Voting Depository Receipt
USD	U.S. Dollar

(a)	Non-income producing security.
(b)	Foreign issued security.
(c)	The rate quoted is the annualized seven-day yield as of September 30, 2013.
(d)	Illiquid Security. The fair value of these securities total $48,041, which represents 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)	Affiliated security (see Note 2).
(g)	All or a portion of the assets have been committed as collateral for open securities sold short.

The Leuthold Funds - 2013 Annual Report

See Notes to the Financial Statements.

Leuthold Global Fund

Consolidated Schedule of Investments (continued)

September 30, 2013

			Percentage
	Fair		of Total
	Value		Investments
CURRENCY EXPOSURE
September 30, 2013
Australian Dollar	$	598,278		0.17	%
Brazilian Real		855,104		0.24
British Pound		8,942,309		2.55
Canadian Dollar		3,456,610		0.98
Danish Kroner		2,200,683		0.63
Euro		59,762,389		17.03
Hong Kong Dollar		2,299,199		0.66
Japanese Yen		16,700,588		4.76
New Taiwan Dollar		5,217,121		1.49
New Turkish Lira		675,380		0.19
Norwegian Krone		991,460		0.28
Polish Zloty		1,655,113		0.47
Singapore Dollar		596,858		0.17
South African Rand		913,423		0.26
South Korea Won		8,913,316		2.54
Swedish Krona		5,824,234		1.66
Swiss Franc		4,400,808		1.25
Thai Baht		775,234		0.22
US Dollar		218,290,895		62.19
		343,069,002		97.74	%
Precious Metals		7,943,138		2.26	%
Total Investments	$	351,012,140		100.00	%

			Percentage
	Fair		of Total
	Value		Investments
PORTFOLIO DIVERSIFICATION
September 30, 2013
Australia	$	598,278		0.17	%
Austria		548,087		0.16
Belgium		4,971,095		1.42
Bermuda		11,152,194		3.18
Brazil		1,739,012		0.49
Britain		7,892,189		2.25
Canada		13,237,085		3.77
China		1,403,990		0.40
Denmark		2,200,683		0.63
France		10,910,183		3.11
Germany		24,452,550		6.97
Hong Kong		3,323,561		0.95
India		990,051		0.28
Ireland		3,267,413		0.93
Italy		9,454,666		2.69
Japan		19,013,108		5.42
Norway		991,460		0.28
Poland		1,655,113		0.47
Puerto Rico		906,142		0.26
Singapore		596,858		0.17
South Africa		913,423		0.26
South Korea		9,776,304		2.79
Spain		7,654,078		2.18
Sweden		5,824,234		1.66
Switzerland		4,400,807		1.25
Taiwan		6,295,962		1.79
Thailand		775,234		0.22
Turkey		675,380		0.19
United Kingdom		2,837,819		0.81
United States		184,612,043		52.59
		343,069,002		97.74	%
Precious Metals		7,943,138		2.26	%
Total Investments	$	351,012,140		100.00	%

See Notes to the Financial Statements.

The Leuthold Funds - 2013 Annual Report

Leuthold Global Fund

Consolidated Schedule of Securities Sold Short - (a)

September 30, 2013

	Shares		Fair Value
COMMON STOCKS - 3.18%

Air Freight & Logistics - 0.05%
United Parcel Service, Inc. -
Class B		1,799	$	164,375

Beverages - 0.04%
Treasury Wine Estates, Ltd. (b)		33,000		136,261

Chemicals - 0.12%
Mexichem SAB de CV (b)		28,200		122,952
Praxair, Inc.		1,319		158,557
Taiyo Nippon Sanso Corp. (b)		21,000		141,156
				422,665

Communications Equipment - 0.10%
Palo Alto Networks, Inc.		2,617		119,911
Riverbed Technology, Inc.		10,171		148,395
Wi-Lan, Inc. (b)		28,631		110,905
				379,211

Construction & Engineering - 0.04%
Toyo Engineering Corp. (b)		34,000		147,354

Construction Materials - 0.08%
Anhui Conch Cement Co.,
Ltd. (b)		41,000		131,875
James Hardie Industries PLC (b)		16,441		163,751
				295,626

Electric Utilities - 0.03%
CPFL Energia SA - ADR		7,060		121,785

Energy Equipment & Services - 0.09%
FMC Technologies, Inc.		2,864		158,723
Hornbeck Offshore Services, Inc.		2,684		154,169
				312,892

	Shares		Fair Value
Food Products - 0.16%
B&G Foods, Inc.		4,006	$	138,407
Grupo Bimbo SAB de CV (b)		43,300		133,775
Tingyi Cayman Islands Holding
Corp. (b)		54,000		143,235
Yakult Honsha Co., Ltd. (b)		3,000		150,623
				566,040

Gas Utilities - 0.08%
ONEOK, Inc.		2,650		141,298
South Jersey Industries, Inc.		2,363		138,425
				279,723

Health Care Providers & Services - 0.12%
Acadia Healthcare Co., Inc.		4,337		171,008
Emeritus Corp.		6,034		111,810
VCA Antech, Inc.		5,865		161,053
				443,871

Hotels, Restaurants & Leisure - 0.04%
Domino’s Pizza Group PLC (b)		14,965		141,490

Household Products - 0.04%
Church & Dwight Co., Inc.		2,362		141,838

Independent Power Producers &
Energy Traders - 0.04%
APR Energy PLC (b)		8,900		139,977

Internet & Catalog Retail - 0.04%
Amazon.com, Inc.		478		149,442

Internet Software & Services - 0.10%
OpenTable, Inc.		2,239		156,685
Opera Software ASA (b)		18,742		198,799
				355,484

Machinery - 0.04%
MAN SE (b)		1,339		159,645

82 The Leuthold Funds - 2013 Annual Report

See Notes to the Financial Statements.

Leuthold Global Fund

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

September 30, 2013

	Shares		Fair Value
COMMON STOCKS - 3.18% (continued)

Media - 0.05%
Seven West Media, Ltd. (b)		73,223	$	164,077

Metals & Mining - 0.27%
Cia Siderurgica Nacional
SA - ADR		25,706		109,764
Compass Minerals International,
Inc.		1,635		124,701
HudBay Minerals, Inc. (b)		18,522		151,585
Kyoei Steel, Ltd. (b)		9,600		175,500
Minera Frisco SAB de CV (b)		45,300		117,667
Rio Tinto PLC - ADR		3,743		182,509
Vale SA - ADR		8,824		137,743
				999,469

Multiline Retail - 0.04%
Harvey Norman Holdings, Ltd. (b)	53,239			158,219

Multi-Utilities - 0.04%
Dominion Resources, Inc.		2,369		148,015

Oil, Gas & Consumable Fuels - 0.45%
ARC Resources, Ltd. (b)		7,087		180,744
Buru Energy, Ltd. (b)		60,641		95,480
Cameco Corp. (b)		7,589		137,133
CONSOL Energy, Inc.		4,179		140,623
Kinder Morgan, Inc.		3,866		137,514
MEG Energy Corp. (b)		4,485		154,747
Pembina Pipeline Corp. (b)		4,285		142,022
Range Resources Corp.		1,875		142,294
Trilogy Energy Corp. (b)		6,277		178,734
Western Gas Equity Partners LP		3,913		145,525
Williams Companies, Inc.		4,876		177,291
				1,632,107

Personal Products - 0.04%
Hengan International Group
Co., Ltd. (b)		13,800		161,492

	Shares		Fair Value
Pharmaceuticals - 0.04%
Bristol-Myers Squibb Co.		3,351	$	155,084

Professional Services - 0.17%
Advisory Board Co.		2,512		149,414
Bureau Veritas SA (b)		4,629		146,114
Corporate Executive Board Co.		2,452		178,064
IHS, Inc. - Class A		1,380		157,568
				631,160

Real Estate Management &
Development - 0.08%
Kennedy-Wilson Holdings, Inc.		8,530		158,317
Mitsubishi Estate Co., Ltd. (b)		5,000		148,178
				306,495

Semiconductors & Semiconductor
Equipment - 0.12%
Aixtron SE (b)		8,653		146,053
ASM Pacific Technology, Ltd. (b)		13,300		135,109
ASML Holding NV - NYS		1,699		167,793
				448,955

Software - 0.17%
Fortinet, Inc.		6,153		124,660
Red Hat, Inc.		3,152		145,433
Salesforce.com, Inc.		3,185		165,333
Ultimate Software Group, Inc.		1,291		190,294
				625,720

Specialty Retail - 0.09%
Fast Retailing Co., Ltd. (b)		400		150,861
Five Below, Inc.		4,347		190,181
				341,042

Textiles, Apparel & Luxury Goods - 0.10%
Lululemon Athletica, Inc. (b)		2,287		167,157
Wolverine World Wide, Inc.		3,159		183,948
				351,105

See Notes to the Financial Statements.

The Leuthold Funds - 2013 Annual Report 83

Leuthold Global Fund

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

September 30, 2013

	Shares		Fair Value
COMMON STOCKS - 3.18% (continued)

Thrifts & Mortgage Finance - 0.04%
TFS Financial Corp.		13,049	$	156,196

Tobacco - 0.13%
Altria Group, Inc.		4,691		161,136
Imperial Tobacco Group PLC (b)		4,395		162,473
Vector Group, Ltd.		10,333		166,362
				489,971

Transportation Infrastructure - 0.05%
Groupe Eurotunnel SA (b)		18,143		165,337

Water Utilities - 0.09%
Beijing Enterprises Water Group,
Ltd. (b)	426,000			177,734
Pennon Group PLC (b)		14,855		168,164
				345,898
TOTAL COMMON STOCKS
(Proceeds $11,232,328)			$	11,638,021

INVESTMENT COMPANIES - 0.49%

Exchange Traded Funds - 0.49%
iShares MSCI EAFE ETF		12,808	$	817,022
iShares MSCI Emerging
Markets ETF		8,159		332,643
iShares MSCI South Korea
Capped ETF		5,151		316,941
iShares MSCI Taiwan ETF		23,927		333,064
TOTAL INVESTMENT COMPANIES
(Proceeds $1,709,729)			$	1,799,670

TOTAL SECURITIES SOLD SHORT
(Proceeds $12,942,057) - 3.67%			$	13,437,691

Percentages are stated as a percent of net assets.

ADR American Depository Receipt

NYS New York Registry Shares

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

(b) Foreign issued security.

84 The Leuthold Funds - 2013 Annual Report

See Notes to the Financial Statements.

Leuthold Select Industries Fund

Schedule of Investments

September 30, 2013

	Shares		Fair Value
COMMON STOCKS - 98.48%

Aerospace & Defense - 6.39%
AAR Corp.		1,450	$	39,629
Alliant Techsystems, Inc.		565		55,121
Boeing Co.		721		84,717
Exelis, Inc.		3,712		58,316
L-3 Communications Holdings, Inc.		609		57,551
Lockheed Martin Corp.		676		86,224
Moog, Inc. - Class A (a)		542		31,799
Northrop Grumman Corp.		894		85,162
Raytheon Co.		977		75,297
Triumph Group, Inc.		751		52,735
				626,551

Airlines - 6.56%
Alaska Air Group, Inc.		1,630		102,070
Copa Holdings SA - Class A (b)		804		111,491
Delta Air Lines, Inc.		4,749		112,029
Ryanair Holdings PLC - ADR		1,856		92,317
Southwest Airlines Co.		8,100		117,936
U.S. Airways Group, Inc. (a)		5,658		107,276
				643,119

Computers & Peripherals - 4.95%
EMC Corp.		3,870		98,917
Lexmark International, Inc. -
Class A		3,201		105,633
SanDisk Corp.		1,585		94,324
Seagate Technology PLC (b)		2,134		93,341
Western Digital Corp.		1,473		93,388
				485,603

Consumer Finance - 7.77%
American Express Co.		1,262		95,306
Capital One Financial Corp.		3,163		217,425
Discover Financial Services		4,433		224,044
Ezcorp, Inc. - Class A (a)		1,555		26,248
Portfolio Recovery Associates,
Inc. (a)		1,059		63,476
SLM Corp.		5,455		135,830
				762,329

	Shares		Fair Value
Diversified Consumer Services - 6.67%
Apollo Group, Inc. - Class A (a)		7,401	$	154,015
Bridgepoint Education, Inc. (a)		1,698		30,632
Bright Horizons Family
Solutions, Inc. (a)		1,337		47,905
Capella Education Co. (a)		1,059		59,897
DeVry, Inc.		4,861		148,552
ITT Educational Services,
Inc. (a)		1,638		50,778
New Oriental Education &
Technology Group - ADR		4,546		113,195
Strayer Education, Inc.		1,187		49,284
				654,258

Diversified Financial Services - 3.76%
CBOE Holdings, Inc.		2,329		105,341
Interactive Brokers Group,
Inc. - Class A		4,215		79,116
Moody’s Corp.		2,622		184,405
				368,862

Electronic Equipment, Instruments &
Components - 4.05%
Benchmark Electronics, Inc. (a)		2,217		50,747
Flextronics International,
Ltd. (a)(b)		8,814		80,119
Jabil Circuit, Inc.		4,260		92,357
Sanmina Corp. (a)		2,968		51,910
TE Connectivity, Ltd. (b)		2,352		121,787
				396,920

Food & Staples Retailing - 6.10%
CVS Caremark Corp.		4,794		272,059
Walgreen Co.		6,071		326,620
				598,679

See Notes to the Financial Statements.

The Leuthold Funds - 2013 Annual Report 85

Leuthold Select Industries Fund

Schedule of Investments (continued)

September 30, 2013

	Shares		Fair Value
COMMON STOCKS - 98.48% (continued)

Health Care Providers & Services - 16.34%
Aetna, Inc.		1,676	$	107,297
AmerisourceBergen Corp.		2,525		154,277
Cardinal Health, Inc.		2,878		150,088
CIGNA Corp.		954		73,324
HCA Holdings, Inc.		2,457		105,037
HealthSouth Corp.		1,811		62,443
Henry Schein, Inc. (a)		917		95,093
Humana, Inc.		917		85,584
Magellan Health Services, Inc. (a)		1,127		67,575
McKesson Corp.		1,360		174,488
Molina Healthcare, Inc. (a)		1,383		49,235
PharMerica Corp. (a)		2,322		30,813
UnitedHealth Group, Inc.		2,096		150,094
Universal Health Services,
Inc. - Class B		1,623		121,709
WellCare Health Plans, Inc. (a)		894		62,348
WellPoint, Inc.		1,352		113,041
				1,602,446

Insurance - 6.07%
American Financial Group, Inc.		1,878		101,525
American International Group,
Inc.		3,073		149,440
Assurant, Inc.		1,788		96,731
Genworth Financial, Inc. -
Class A (a)		8,205		104,942
Hartford Financial Services
Group, Inc.		4,568		142,156
				594,794

IT Services - 12.52%
Accenture PLC - Class A (b)		872		64,214
Alliance Data Systems Corp. (a)		270		57,097
Amdocs, Ltd.		1,165		42,686
Cognizant Technology Solutions
Corp. - Class A (a)		579		47,547
Computer Sciences Corp.		1,525		78,904
Convergys Corp.		2,119		39,731

	Shares		Fair Value
IT Services - 12.52% (continued)
DST Systems, Inc.		834	$	62,892
Fiserv, Inc. (a)		706		71,341
FleetCor Technologies, Inc. (a)		541		59,597
Gartner, Inc. (a)		751		45,060
Global Payments, Inc.		781		39,893
International Business Machines
Corp.		571		105,738
Jack Henry & Associates, Inc.		1,074		55,429
Mastercard, Inc. - Class A		233		156,758
Sapient Corp. (a)		3,779		58,839
Total System Services, Inc.		1,398		41,129
Visa, Inc. - Class A		819		156,511
Western Union Co.		2,382		44,448
				1,227,814

Media - 2.41%
Interpublic Group of Cos, Inc.		13,735		235,967

Road & Rail - 5.38%
Canadian Pacific Railway, Ltd. (b)		962		118,615
CSX Corp.		3,877		99,794
Norfolk Southern Corp.		1,728		133,661
Union Pacific Corp.		1,127		175,068
				527,138

Semiconductors & Semiconductor
Equipment - 0.99%
Synaptics, Inc. (a)		2,194		97,150

Specialty Retail - 8.52%
Advance Auto Parts, Inc.		1,450		119,886
Asbury Automotive Group, Inc. (a)		2,359		125,499
AutoZone, Inc. (a)		210		88,773
CarMax, Inc. (a)		2,029		98,346
Lithia Motors, Inc. - Class A		2,089		152,413
O’Reilly Automotive, Inc. (a)		1,232		157,191
Penske Automotive Group, Inc.		2,179		93,109
				835,217
TOTAL COMMON STOCKS
(Cost $7,736,965)			$	9,656,847

86 The Leuthold Funds - 2013 Annual Report

See Notes to the Financial Statements.

Leuthold Select Industries Fund

Schedule of Investments (continued)

September 30, 2013

	Shares		Fair Value
SHORT-TERM INVESTMENTS - 4.18%

Money Market Funds - 4.18%
Fidelity Institutional Money Market
Funds - Government Portfolio,
0.01% (c)		409,818	$	409,818
TOTAL SHORT-TERM INVESTMENTS
(Cost $409,818)			$	409,818

Total Investments
(Cost $8,146,783) - 102.66%			$	10,066,665
Liabilities in Excess of Other Assets - (2.66)%				(261,134	)
TOTAL NET ASSETS - 100.00%			$	9,805,531

Percentages are stated as a percent of net assets.

ADR American Depository Receipt

(a) Non-income producing security.

(b) Foreign issued security.

See Notes to the Financial Statements.

The Leuthold Funds - 2013 Annual Report 87

Leuthold Global Industries Fund

Schedule of Investments

September 30, 2013

	Shares		Fair Value
COMMON STOCKS - 95.48%

Aerospace & Defense - 1.34%
Alliant Techsystems, Inc.		860	$	83,902
L-3 Communications Holdings, Inc.		1,162		109,809
				193,711

Airlines - 4.73%
Alaska Air Group, Inc.		1,436		89,922
Delta Air Lines, Inc.		7,624		179,850
JetBlue Airways Corp. (a)		19,259		128,265
Ryanair Holdings PLC - ADR		1,764		87,742
U.S. Airways Group, Inc. (a)		8,497		161,103
Westjet Airlines, Ltd. (b)		1,610		38,685
				685,567

Auto Components - 9.10%
Brembo SpA (b)		2,538		66,189
Cie Generale des Etablissements
Michelin (b)		1,388		153,932
Continental AG (b)		1,051		178,171
Dana Holding Corp.		3,806		86,929
GKN PLC (b)		15,271		84,488
Lear Corp.		1,545		110,576
Leoni AG (b)		1,388		84,343
Magna International, Inc. (b)		1,806		149,103
Plastic Omnium SA (b)		2,952		74,683
Showa Corp. (b)		6,000		80,904
Sumitomo Rubber Industries,
Ltd. (b)		4,300		66,557
Tianneng Power International,
Ltd. (b)		36,000		14,025
TRW Automotive Holdings
Corp. (a)		2,376		169,433
				1,319,333

	Shares		Fair Value
Automobiles - 5.40%
Daihatsu Motor Co. Ltd. (b)		2,000	$	38,867
Dongfeng Motor Group Co.,
Ltd. (b)		22,000		33,468
Ford Motor Co.		7,287		122,932
Geely Automobile Holdings,
Ltd. (b)		65,000		33,498
General Motors Co. (a)		3,467		124,708
Hyundai Motor Co. (b)		368		85,859
Kia Motors Corp. (b)		1,460		88,632
Nissan Motor Co., Ltd. (b)		7,500		75,696
Tata Motors, Ltd. - ADR		2,185		58,165
Thor Industries, Inc.		851		49,392
Volkswagen AG (b)		317		71,913
				783,130

Chemicals - 0.31%
Dongyue Group (b)		91,000		44,267

Commercial Banks - 6.90%
BB&T Corp.		1,894		63,923
Fifth Third Bancorp		7,430		134,037
Huntington Bancshares, Inc.		17,385		143,600
KeyCorp		6,581		75,023
PNC Financial Services Group, Inc.		1,843		133,525
Popular, Inc. (a)(b)		2,075		54,427
Regions Financial Corp.		13,258		122,769
SunTrust Banks, Inc.		3,351		108,640
Synovus Financial Corp.		22,398		73,913
Webster Financial Corp.		3,577		91,321
				1,001,178

Computers & Peripherals - 0.65%
Western Digital Corp.		1,478		93,705

Containers & Packaging - 1.19%
Graphic Packaging Holding
Co. (a)		8,055		68,951
Smurfit Kappa Group PLC (b)		4,592		103,824
				172,775

The Leuthold Funds - 2013 Annual Report

See Notes to the Financial Statements.

Leuthold Global Industries Fund

Schedule of Investments (continued)

September 30, 2013

	Shares		Fair Value
COMMON STOCKS - 95.48% (continued)

Diversified Financial Services - 1.47%
Investor AB - Class B (b)		3,571	$	108,299
Leucadia National Corp.		3,866		105,310
				213,609

Diversified Telecommunication Services - 0.27%
Asia Pacific Telecom Co., Ltd. (b)		67,000		39,769

Electronic Equipment, Instruments &
Components - 7.57%
Arrow Electronics, Inc. (a)		1,970		95,604
Avnet, Inc.		2,317		96,642
Daeduck GDS Co., Ltd. (b)		2,700		52,515
Delta Electronics Thailand
PCL (b)		29,700		46,931
FUJIFILM Holdings Corp. (b)		6,100		147,009
Hexagon AB - Class B (b)		3,389		102,163
Hon Hai Precision Industry Co.,
Ltd. (b)		31,900		81,867
Jabil Circuit, Inc.		4,064		88,108
Samsung SDI Co., Ltd. (b)		793		138,193
Sanmina Corp. (a)		4,743		82,955
SYNNEX Corp. (a)		1,526		93,773
Tech Data Corp. (a)		1,450		72,369
				1,098,129

Food & Staples Retailing - 5.63%
Aeon Co., Ltd. (b)		9,800		135,270
Arcs Co., Ltd. (b)		2,700		50,108
Delhaize Group SA (b)		2,810		177,097
Matsumotokiyoshi Holdings
Co., Ltd. (b)		2,300		74,381
Migros Ticaret AS (a)(b)		4,714		39,628
Safeway, Inc.		6,156		196,930
Wal-Mart Stores, Inc.		1,939		143,408
				816,822

	Shares		Fair Value
Household Durables - 0.51%
Helen of Troy, Ltd. (a)(b)		1,687	$	74,565

Insurance - 16.82%
Ageas (b)		2,869		116,256
Allianz SE (b)		875		137,662
Allstate Corp.		2,005		101,353
American International Group,
Inc.		3,194		155,324
Assurant, Inc.		1,450		78,445
Baloise Holding AG (b)		1,105		122,228
Catlin Group, Ltd. (b)		7,014		54,967
Endurance Specialty Holdings,
Ltd. (b)		1,428		76,712
Everest Re Group, Ltd. (b)		990		143,956
Genworth Financial, Inc. -
Class A (a)		9,775		125,022
Gjensidige Forsikring ASA (b)		3,837		57,922
Hannover Rueck SE (b)		1,740		127,866
Liberty Holdings, Ltd. (b)		4,591		53,530
Muenchener Rueckversicherungs
AG (b)		733		143,288
PartnerRe, Ltd. (b)		1,378		126,142
Platinum Underwriters Holdings,
Ltd. (b)		1,143		68,271
Powszechny Zaklad Ubezpieczen
SA (b)		725		98,349
SCOR SE (b)		4,151		137,568
Swiss Re AG (b)		1,661		137,615
Talanx AG (b)		1,954		65,811
Topdanmark A/S (a)(b)		2,490		64,089
Unum Group		3,263		99,326
Validus Holdings, Ltd. (b)		3,128		115,673
Vienna Insurance Group AG
Wiener Versicherung Gruppe (b)		623		31,996
				2,439,371

See Notes to the Financial Statements.

The Leuthold Funds - 2013 Annual Report

Leuthold Global Industries Fund

Schedule of Investments (continued)

September 30, 2013

	Shares		Fair Value
COMMON STOCKS - 95.48% (continued)

Media - 10.15%
CBS Corp. - Class B		1,599	$	88,201
CyberAgent, Inc. (b)		1,700		47,084
DIRECTV (a)		1,150		68,712
Hakuhodo DY Holdings, Inc. (b)		7,900		58,868
Havas SA (b)		5,345		41,763
Interpublic Group of Cos, Inc.		11,847		203,531
ITV PLC (b)		38,370		108,878
Liberty Media Corp. - Class A (a)		482		70,926
Metropole Television SA (b)		3,917		83,983
Omnicom Group, Inc.		2,729		173,128
ProSiebenSat.1 Media AG (b)		2,005		85,214
Publicis Groupe SA (b)		1,887		150,108
REA Group, Ltd. (b)		1,011		35,700
TV Asahi Corp. (b)		4,000		93,086
WPP PLC - ADR		1,580		162,645
				1,471,827

Office Electronics - 0.75%
Xerox Corp.		10,562		108,683

Oil, Gas & Consumable Fuels - 0.73%
Hess Corp.		1,376		106,420

Paper & Forest Products - 5.09%
China Forestry Holdings
Co., Ltd. (a)(b)(d)(e)		116,000		2,243
Clearwater Paper Corp. (a)		1,125		53,741
Domtar Corp. (b)		1,873		148,754
Hokuetsu Kishu Paper Co.,
Ltd. (b)		14,500		68,750
KapStone Paper and Packaging
Corp.		2,239		95,829
Louisiana-Pacific Corp. (a)		4,750		83,553
Norbord, Inc. (b)		1,961		57,171
Resolute Forest Products,
Inc. (a)(b)		2,325		30,736
Schweitzer-Mauduit International,
Inc.		3,256		197,086
				737,863

	Shares		Fair Value
Road & Rail - 5.78%
AMERCO		412	$	75,862
Canadian National Railway
Co. (b)		1,239		125,597
CSX Corp.		5,500		141,570
DSV A/S (b)		2,359		66,940
Norfolk Southern Corp.		1,363		105,428
Ryder System, Inc.		928		55,402
Stagecoach Group PLC (b)		13,510		71,306
TransForce, Inc. (b)		1,252		26,339
Union Pacific Corp.		685		106,408
Werner Enterprises, Inc.		2,726		63,598
				838,450
Semiconductors & Semiconductor
Equipment - 6.97%
A-DATA Technology Co., Ltd. (b)		14,000		38,499
Advanced Semiconductor
Engineering, Inc. - ADR		13,348		63,803
Broadcom Corp. - Class A		1,754		45,621
Cirrus Logic, Inc. (a)		2,672		60,601
CSR PLC (b)		4,724		39,367
Dialog Semiconductor PLC (a)(b)		3,245		62,131
First Solar, Inc. (a)		1,399		56,254
Iljin Display Co., Ltd. (b)		2,410		38,291
Intel Corp.		5,585		128,008
Magnachip Semiconductor
Corp. (a)(b)		2,451		52,770
NVIDIA Corp.		6,796		105,746
Radiant Opto-Electronics
Corp. (b)		7,210		25,715
Realtek Semiconductor Corp. (b)		10,100		24,674
Samsung Electronics Co., Ltd. (b)		100		127,199
Shindengen Electric Manufacturing
Co., Ltd. (b)		8,000		58,467
Sigurd Microelectronics
Corp. (b)		28,000		26,905
Skyworks Solutions, Inc. (a)		2,309		57,356
				1,011,407

The Leuthold Funds - 2013 Annual Report

See Notes to the Financial Statements.

Leuthold Global Industries Fund

Schedule of Investments (continued)

September 30, 2013

	Shares		Fair Value
COMMON STOCKS - 95.48% (continued)

Wireless Telecommunication Services - 4.12%
China Mobile, Ltd. - ADR		2,592	$	146,267
Freenet AG (b)		2,950		71,271
M1, Ltd. (b)		14,000		36,649
NTT DOCOMO, Inc. - ADR		8,588		139,298
Tele2 AB - Class B (b)		10,687		136,621
T-Mobile US, Inc. (a)		2,590		67,262
				597,368
TOTAL COMMON STOCKS
(Cost $12,046,601)			$	13,847,949

PREFERRED STOCKS - 1.11%

Automobiles - 0.76%
Porsche Automobil Holding
SE (b)		1,260	$	109,990

Containers & Packaging - 0.35%
Klabin SA (b)		9,600		50,116
TOTAL PREFERRED STOCKS
(Cost $152,866)			$	160,106

SHORT-TERM INVESTMENTS - 2.76%

Money Market Funds - 2.76%
Fidelity Institutional Money Market
Funds - Government Portfolio,
0.01% (c)		400,834	$	400,834
TOTAL SHORT-TERM INVESTMENTS
(Cost $400,834)			$	400,834

Total Investments
(Cost $12,600,301) - 99.35%			$	14,408,889
Other Assets in Excess of
Liabilities - 0.65%				94,259
TOTAL NET ASSETS - 100.00%			$	14,503,148

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, 2013.
(d)	Illiquid Security. The fair value of these securities total $2,243, which represents 0.02% 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.

See Notes to the Financial Statements.

The Leuthold Funds - 2013 Annual Report

Leuthold Global Industries Fund

Schedule of Investments (continued)

September 30, 2013

			Percentage
	Fair		of Total
	Value		Investments
CURRENCY EXPOSURE
September 30, 2013
Australian Dollar	$	35,700		0.25	%
Brazilian Real		50,116		0.35
British Pound		359,006		2.49
Canadian Dollar		122,195		0.85
Danish Kroner		131,029		0.91
Euro		2,275,058		15.79
Hong Kong Dollar		127,502		0.88
Japanese Yen		995,046		6.91
New Taiwan Dollar		237,429		1.65
New Turkish Lira		39,628		0.28
Norwegian Krone		57,922		0.40
Polish Zloty		98,349		0.68
Singapore Dollar		36,649		0.25
South African Rand		53,530		0.37
South Korea Won		530,689		3.68
Swedish Krona		347,083		2.41
Swiss Franc		259,843		1.80
Thai Baht		46,931		0.33
US Dollar		8,605,184		59.72
Total Investments	$	14,408,889		100.00	%

			Percentage
	Fair		of Total
	Value		Investments
PORTFOLIO DIVERSIFICATION
September 30, 2013
Australia	$	35,700		0.25	%
Austria		31,996		0.22
Belgium		293,353		2.04
Bermuda		660,286		4.58
Brazil		50,116		0.35
Britain		466,684		3.24
Canada		576,385		4.00
China		79,978		0.56
Denmark		131,029		0.91
France		642,037		4.46
Germany		1,137,660		7.90
Hong Kong		193,790		1.34
India		58,165		0.40
Ireland		191,566		1.33
Italy		66,189		0.46
Japan		1,134,345		7.87
Norway		57,922		0.40
Poland		98,349		0.68
Puerto Rico		54,427		0.38
Singapore		36,649		0.25
South Africa		53,530		0.37
South Korea		583,459		4.05
Sweden		347,083		2.41
Switzerland		259,843		1.80
Taiwan		301,232		2.09
Thailand		46,931		0.33
Turkey		39,628		0.28
United States		6,780,557		47.05
Total Investments	$	14,408,889		100.00	%

The Leuthold Funds - 2013 Annual Report

See Notes to the Financial Statements.

Grizzly Short Fund

Schedule of Investments

September 30, 2013

	Shares		Fair Value
SHORT-TERM INVESTMENTS - 3.24%

Money Market Funds - 3.24%
Fidelity Institutional Money Market
Funds - Government Portfolio,
0.01% (a)		3,076,329	$	3,076,329
TOTAL SHORT-TERM INVESTMENTS
(Cost $3,076,329)			$	3,076,329

Total Investments
(Cost $3,076,329) - 3.24%			$	3,076,329
Other Assets in Excess of
Liabilities - 96.76% (b)				91,838,473
TOTAL NET ASSETS - 100.00%			$	94,914,802

Percentages are stated as a percent of net assets.

(a)	The rate quoted is the annualized seven-day yield as of September 30, 2013.
(b)	All or a portion of the assets have been committed as collateral for open securities sold short.

See Notes to the Financial Statements.

The Leuthold Funds - 2013 Annual Report

Grizzly Short Fund

Schedule of Securities Sold Short - (a)

September 30, 2013

	Shares		Fair Value
COMMON STOCKS - 89.05%

Beverages - 1.45%
Monster Beverage Corp.		26,337	$	1,376,108

Building Products - 1.53%
Armstrong World Industries, Inc.		26,361		1,448,801

Capital Markets - 1.06%
Stifel Financial Corp.		24,482		1,009,148

Chemicals - 1.79%
Cabot Corp.		27,832		1,188,705
Tronox, Ltd. - Class A		20,719		506,994
				1,695,699

Commercial Banks - 2.21%
Commerce Bancshares, Inc.		24,430		1,070,278
Texas Capital Bancshares, Inc.		22,368		1,028,257
				2,098,535

Commercial Services & Supplies - 2.39%
Clean Harbors, Inc.		18,297		1,073,302
Iron Mountain, Inc.		44,221		1,194,851
				2,268,153

Communications Equipment - 3.55%
ARRIS Group, Inc.		59,993		1,023,481
Aruba Networks, Inc.		58,910		980,262
Palo Alto Networks, Inc.		29,739		1,362,641
				3,366,384

Computers & Peripherals - 1.31%
Diebold, Inc.		42,211		1,239,315

Construction Materials - 1.73%
Vulcan Materials Co.		31,697		1,642,222

Diversified Consumer Services - 1.70%
Sotheby’s		32,780		1,610,481

Electric Utilities - 1.38%
FirstEnergy Corp.		36,027		1,313,184

	Shares		Fair Value
Electrical Equipment - 2.56%
General Cable Corp.		31,491	$	999,839
Polypore International, Inc.		34,841		1,427,436
				2,427,275

Energy Equipment & Services - 0.98%
McDermott International, Inc.		125,088		929,404

Food & Staples Retailing - 1.34%
Fresh Market, Inc.		26,956		1,275,288

Food Products - 3.45%
B&G Foods, Inc.		13,116		453,158
Dean Foods Co.		51,231		988,758
Hain Celestial Group, Inc.		17,936		1,383,224
Post Holdings, Inc.		11,081		447,340
				3,272,480

Gas Utilities - 2.47%
ONEOK, Inc.		29,533		1,574,700
Piedmont Natural Gas Co., Inc.		23,348		767,682
				2,342,382

Health Care Equipment & Supplies - 2.36%
Haemonetics Corp.		12,421		495,350
HeartWare International, Inc.		5,772		422,568
Hologic, Inc.		64,013		1,321,868
				2,239,786

Health Care Providers & Services - 0.42%
Emeritus Corp.		21,544		399,210

Hotels, Restaurants & Leisure - 1.10%
Hyatt Hotels Corp. - Class A		24,378		1,047,279

Household Durables - 1.49%
Toll Brothers, Inc.		43,500		1,410,705

Independent Power Producers &
Energy Traders - 1.51%
Calpine Corp.		73,960		1,437,043

The Leuthold Funds - 2013 Annual Report

See Notes to the Financial Statements.

Grizzly Short Fund

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

September 30, 2013

	Shares		Fair Value
COMMON STOCKS - 89.05% (continued)

Internet Software & Services - 3.41%
Equinix, Inc.		8,092	$	1,486,096
Rackspace Hosting, Inc.		33,140		1,748,466
				3,234,562

Machinery - 1.78%
Navistar International Corp.		46,438		1,694,058

Media - 0.99%
Cablevision Systems Corp. -
Class A		55,612		936,506

Metals & Mining - 6.89%
ArcelorMittal - NYS		103,853		1,419,670
Coeur Mining, Inc.		61,333		739,063
Rio Tinto PLC - ADR		32,522		1,585,773
Southern Copper Corp.		52,571		1,432,034
United States Steel Corp.		66,074		1,360,464
				6,537,004

Multiline Retail - 0.81%
JC Penney Co., Inc.		87,154		768,698

Oil, Gas & Consumable Fuels - 13.17%
Cameco Corp. (b)		70,249		1,269,399
CONSOL Energy, Inc.		43,964		1,479,389
Encana Corp. (b)		92,824		1,608,640
Halcon Resources Corp.		143,539		635,878
Kinder Morgan, Inc.		41,748		1,484,976
Peabody Energy Corp.		77,619		1,338,928
SandRidge Energy, Inc.		274,606		1,609,191
Talisman Energy, Inc. (b)		131,737		1,514,976
Williams Companies, Inc.		42,778		1,555,408
				12,496,785

Pharmaceuticals - 1.56%
Endo Health Solutions, Inc.		32,625		1,482,480

Professional Services - 0.53%
Acacia Research Corp.		22,008		507,504

	Shares		Fair Value
Real Estate Investment Trusts (REITs) - 7.93%
AvalonBay Communities, Inc.		11,648	$	1,480,344
Colonial Properties Trust		23,605		530,877
Digital Realty Trust, Inc.		22,987		1,220,610
Equity Residential		27,574		1,477,139
Realty Income Corp.		37,830		1,503,742
Regency Centers Corp.		27,162		1,313,283
				7,525,995

Real Estate Management &
Development - 1.52%
Brookfield Asset Management,
Inc. - Class A (b)		38,552		1,441,845

Semiconductors & Semiconductor
Equipment - 2.96%
ASML Holding NV - NYS		16,441		1,623,713
Cypress Semiconductor Corp.		127,098		1,187,096
				2,810,809

Software - 5.95%
Concur Technologies, Inc.		14,122		1,560,481
Jive Software, Inc.		65,250		815,625
Nuance Communications, Inc.		82,103		1,534,916
Salesforce.com, Inc.		33,501		1,739,037
				5,650,059

Specialty Retail - 1.71%
Select Comfort Corp.		66,848		1,627,749

Transportation Infrastructure - 0.50%
Macquarie Infrastructure
Co., LLC		8,865		474,632

Wireless Telecommunication Services - 1.56%
SBA Communications Corp. -
Class A		18,400		1,480,464
TOTAL COMMON STOCKS
(Proceeds $86,126,503)			$	84,518,032

See Notes to the Financial Statements.

The Leuthold Funds - 2013 Annual Report

Grizzly Short Fund

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

September 30, 2013

	Shares		Fair Value
INVESTMENT COMPANIES - 3.25%

Exchange Traded Funds - 3.25%
SPDR Dow Jones Industrial
Average ETF Trust		20,410	$	3,081,706
TOTAL INVESTMENT COMPANIES
(Proceeds $3,119,313)			$	3,081,706

TOTAL SECURITIES SOLD SHORT
(Proceeds $89,245,816) - 92.30%			$	87,599,738

Percentages are stated as a percent of net assets.

ADR American Depository Receipt

NYS New York Registry Shares

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

(b) Foreign issued security.

The Leuthold Funds - 2013 Annual Report

See Notes to the Financial Statements.

The Leuthold Funds

Notes to the Financial Statements

1. ORGANIZATION AND 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 six series (the “Funds”):

		Inception –	Inception –
		Retail	Institutional
Fund	Investment Objective	Share Class	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

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 fess 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

The Leuthold Funds - 2013 Annual Report

The Leuthold Funds

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.

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, and the Leuthold Global Industries 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 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’ investments as of September 30, 2013:

The Leuthold Funds - 2013 Annual Report

The Leuthold Funds

Leuthold Core Investment Fund
Investments at Fair Value	Level 1		Level 2		Level 3		Total
Common Stocks
Aerospace & Defense	$	24,008,684	$	—	$	—	$	24,008,684
Air Freight & Logistics		—		176,292		—		176,292
Airlines		24,963,704		262,855		—		25,226,559
Auto Components		—		825,439		—		825,439
Automobiles		398,368		220,714		—		619,082
Building Products		—		189,886		—		189,886
Chemicals		—		647,918		—		647,918
Commercial Banks		—		2,195,696		—		2,195,696
Commercial Services & Supplies		166,774		—		—		166,774
Computers & Peripherals		18,795,601		1,263,149		—		20,058,750
Construction & Engineering		231,341		90,360		—		321,701
Construction Materials		—		357,474		—		357,474
Consumer Finance		29,549,225		—		—		29,549,225
Containers & Packaging		—		91,536		—		91,536
Distributors		—		556,926		—		556,926
Diversified Consumer Services		25,157,045		—		—		25,157,045
Diversified Financial Services		14,382,334		195,146		—		14,577,480
Diversified Telecommunication Services		311,474		193,672		—		505,146
Electric Utilities		—		417,914		—		417,914
Electronic Equipment, Instruments & Components		15,107,916		474,452		—		15,582,368
Food & Staples Retailing		23,378,625		569,812		—		23,948,437
Food Products		346,379		609,352		—		955,731
Gas Utilities		—		131,868		—		131,868
Health Care Equipment & Supplies		95,514		140,890		—		236,404
Health Care Providers & Services		61,825,440		445,752		—		62,271,192
Hotels, Restaurants & Leisure		—		329,902		—		329,902
Household Durables		378,539		711,931		—		1,090,470
Independent Power Producers & Energy Traders		—		122,155		—		122,155
Industrial Conglomerates		56,013		114,637		—		170,650
Insurance		22,507,276		1,370,658		—		23,877,934
Internet Software & Services		330,418		494,333		—		824,751
IT Services		48,223,090		—		—		48,223,090
Media		9,198,550		489,366		—		9,687,916
Metals & Mining		—		254,056		—		254,056
Oil, Gas & Consumable Fuels		1,099,283		1,020,612		—		2,119,895
Paper & Forest Products		457,051		—		—		457,051
Personal Products		—		293,819		—		293,819
Pharmaceuticals		292,230		638,466		—		930,696
Real Estate Management & Development		671,581		1,347,813		—		2,019,394
Road & Rail		20,646,309		206,140		—		20,852,449
Semiconductors & Semiconductor Equipment		3,882,730		1,522,092		—		5,404,822
Software		—		211,172		—		211,172
Specialty Retail		32,321,369		—		—		32,321,369
Textiles, Apparel & Luxury Goods		125,835		211,173		—		337,008
Thrifts & Mortgage Finance		—		109,907		—		109,907
Transportation Infrastructure		153,395		—		—		153,395
Water Utilities		291,728		—		—		291,728
Wireless Telecommunication Services		1,450,127		801,703		—		2,251,830
Total Common Stocks		380,803,948		20,307,038		—		401,110,986

The Leuthold Funds - 2013 Annual Report

The Leuthold Funds

Leuthold Core Investment Fund (continued)
Investments at Fair Value	Level 1		Level 2		Level 3			Total
Preferred Stocks	$	316,885	$	—	$	—		$	316,885
Exchange Traded Funds		69,033,550		—		—			69,033,550
Precious Metals		—		14,648,492		—			14,648,492
Corporate Bonds		—		19,877,777		—			19,877,777
United States Treasury Obligations		—		15,284,334		—			15,284,334
Foreign Government Bonds/Notes		—		31,136,373		—			31,136,373
Rights		—		—		0	*		0
Money Market Funds		18,208,003		—		—			18,208,003
Total Investments in Securities	$	468,362,386	$	101,254,014	$	—		$	569,616,400

Securities Sold Short at Fair Value	Level 1		Level 2		Level 3			Total
Common Stocks	$	31,807,214	$	—	$	—		$	31,807,214
Exchange Traded Funds		1,163,982		—		—			1,163,982
Total Securities Sold Short	$	32,971,196	$	—	$	—		$	32,971,196

* Rights valued at $0 at September 30, 2013.

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 total investments in the amount of $540,532 during the year ended September 30, 2013.

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 which were acquired via a corporate action in the current year for which significant unobservable inputs were used to determine fair value:

	Rights
	at Fair Value
Balance as of September 30, 2012	$	—
Accrued discounts/premiums		—
Realized gain (loss)		—
Change in unrealized appreciation (depreciation)		—
Purchases		—
Sales		—
Corporate actions		0
Transfers into and/or out of Level 3		—
Balance as of September 30, 2013	$	0
Change in unrealized appreciation (depreciation) during
the period ended for Level 3 investments held at September 30, 2013:	$	—

The security (rights) is classified as a Level 3 security due to a lack of of market activity and observable inputs. The security was acquired as a result of a corporate action.

100

The Leuthold Funds - 2013 Annual Report

The Leuthold Funds

Leuthold Asset Allocation Fund
Investments at Fair Value	Level 1		Level 2		Level 3		Total
Common Stocks
Aerospace & Defense	$	3,397,492	$	—	$	—	$	3,397,492
Air Freight & Logistics		1,273,810		—		—		1,273,810
Airlines		1,832,125		—		—		1,832,125
Auto Components		1,713,450		1,573,550		—		3,287,000
Automobiles		1,278,251		429,004		—		1,707,255
Beverages		1,683,523		—		—		1,683,523
Biotechnology		2,454,310		—		—		2,454,310
Capital Markets		2,711,127		839,629		—		3,550,756
Chemicals		4,809,261		—		—		4,809,261
Commercial Banks		3,779,732		1,015,965		—		4,795,697
Communications Equipment		2,607,660		—		—		2,607,660
Computers & Peripherals		6,273,325		521,957		—		6,795,282
Consumer Finance		5,016,852		—		—		5,016,852
Distributors		—		334,997		—		334,997
Diversified Consumer Services		2,755,408		—		—		2,755,408
Diversified Financial Services		7,521,804		—		—		7,521,804
Diversified Telecommunication Services		551,253		—		—		551,253
Electrical Equipment		992,673		—		—		992,673
Electronic Equipment, Instruments & Components		—		821,655		—		821,655
Energy Equipment & Services		1,862,050		—		—		1,862,050
Food & Staples Retailing		4,046,499		—		—		4,046,499
Food Products		1,859,450		475,009		—		2,334,459
Health Care Equipment & Supplies		655,395		—		—		655,395
Health Care Providers & Services		12,730,403		—		—		12,730,403
Hotels, Restaurants & Leisure		—		814,407		—		814,407
Household Durables		—		630,435		—		630,435
Independent Power Producers & Energy Traders		807,540		—		—		807,540
Industrial Conglomerates		2,377,760		476,074		—		2,853,834
Insurance		10,791,316		735,352		—		11,526,668
Internet Software & Services		2,662,108		—		—		2,662,108
IT Services		6,799,884		607,240		—		7,407,124
Life Sciences Tools & Services		659,978		—		—		659,978
Machinery		1,355,259		—		—		1,355,259
Media		4,043,431		—		—		4,043,431
Metals & Mining		1,152,451		—		—		1,152,451
Multi-Utilities		777,350		—		—		777,350
Office Electronics		687,552		—		—		687,552
Oil, Gas & Consumable Fuels		7,036,736		397,511		—		7,434,247
Pharmaceuticals		10,498,366		532,767		—		11,031,133
Real Estate Investment Trusts (REITs)		15,972,367		—		—		15,972,367
Road & Rail		1,112,166		703,144		—		1,815,310
Semiconductors & Semiconductor Equipment		—		1,556,920		—		1,556,920
Software		4,971,964		—		—		4,971,964
Specialty Retail		11,467,348		966,023		—		12,433,371
Textiles, Apparel & Luxury Goods		—		898,495		—		898,495
Tobacco		1,103,676		—		—		1,103,676
Trading Companies & Distributors		—		856,821		—		856,821
Wireless Telecommunication Services		3,307,389		—		—		3,307,389
Total Common Stocks		159,390,494		15,186,955		—		174,577,449

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Leuthold Asset Allocation Fund (continued)
Investments at Fair Value	Level 1		Level 2		Level 3		Total
Exchange Traded Funds	$	21,211,852	$	—	$	—	$	21,211,852
Precious Metals		—		7,958,550		—		7,958,550
Corporate Bonds		—		10,026,071		—		10,026,071
United States Treasury Obligations		—		19,710,437		—		19,710,437
Foreign Government Bonds/Notes		—		7,070,423		—		7,070,423
Money Market Funds		6,800,403		—		—		6,800,403
Total Investments in Securities	$	187,402,749	$	59,952,436	$	—	$	247,355,185

The basis for recognizing and valuing transfers is as of the end of the period in which transfers occur. There were transfers from Level 2 to Level 1 of total investments in the amount of $1,062,466 during the year ended September 30, 2013. 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 Level 3 securities during the year ended September 30, 2013.

Leuthold Global Fund
Investments at Fair Value	Level 1		Level 2		Level 3		Total
Common Stocks
Aerospace & Defense	$	3,253,965	$	—	$	—	$	3,253,965
Airlines		11,605,317		—		—		11,605,317
Auto Components		8,790,092		13,790,594		—		22,580,686
Automobiles		6,014,301		7,331,535		—		13,345,836
Chemicals		—		753,518		—		753,518
Commercial Banks		16,763,778		—		—		16,763,778
Computers & Peripherals		1,560,401		—		—		1,560,401
Containers & Packaging		1,118,398		1,771,731		—		2,890,129
Diversified Financial Services		1,739,083		1,849,190		—		3,588,273
Diversified Telecommunication Services		872,853		—		—		872,853
Electronic Equipment, Instruments & Components		8,837,708		9,931,218		—		18,768,926
Food & Staples Retailing		5,800,781		8,116,029		—		13,916,810
Household Durables		1,215,412		—		—		1,215,412
Insurance		18,466,710		22,875,579		—		41,342,289
Media		12,910,066		11,919,762		—		24,829,828
Office Electronics		1,809,445		—		—		1,809,445
Oil, Gas & Consumable Fuels		1,772,323		—		—		1,772,323
Paper & Forest Products		11,161,695		1,168,749		48,041		12,378,485
Road & Rail		11,861,710		2,354,069		—		14,215,779
Semiconductors & Semiconductor Equipment		9,546,948		7,867,383		—		17,414,331
Wireless Telecommunication Services		5,838,310		4,081,107		—		9,919,417
Total Common Stocks		140,939,296		93,810,464		48,041		234,797,801
Preferred Stocks
Automobiles		—		1,818,065		—		1,818,065
Containers & Packaging		855,104		—		—		855,104
Total Preferred Stocks		855,104		1,818,065		—		2,673,169
Exchange Traded Funds		36,890,165		—		—		36,890,165
Precious Metals		—		7,943,138		—		7,943,138

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Leuthold Global Fund (continued)
Investments at Fair Value	Level 1		Level 2		Level 3		Total
Corporate Bonds	$	—	$	9,697,854	$	—	$	9,697,854
United States Treasury Obligations		—		10,660,585		—		10,660,585
Foreign Government Bonds/Notes		—		27,422,727		—		27,422,727
Money Market Funds		20,926,701		—		—		20,926,701
Total Investments in Securities	$	199,611,266	$	151,352,833	$	48,041	$	351,012,140

Securities Sold Short at Fair Value	Level 1		Level 2		Level 3		Total
Common Stocks
Air Freight & Logistics	$	164,375	$	—	$	—	$	164,375
Beverages		—		136,261		—		136,261
Chemicals		281,509		141,156		—		422,665
Communications Equipment		379,211		–		—		379,211
Construction & Engineering		—		147,354		—		147,354
Construction Materials		—		295,626		—		295,626
Electric Utilities		121,785		—		—		121,785
Energy Equipment & Services		312,892		—		—		312,892
Food Products		272,182		293,858		—		566,040
Gas Utilities		279,723		—		—		279,723
Health Care Providers & Services		443,871		—		—		443,871
Hotels, Restaurants & Leisure		—		141,490		—		141,490
Household Products		141,838		—		—		141,838
Independent Power Producers & Energy Traders		139,977		—		—		139,977
Internet & Catalog Retail		149,442		—		—		149,442
Internet Software & Services		156,685		198,799		—		355,484
Machinery		—		159,645		—		159,645
Media		—		164,077		—		164,077
Metals & Mining		823,969		175,500		—		999,469
Multiline Retail		—		158,219		—		158,219
Multi-Utilities		148,015		–		—		148,015
Oil, Gas & Consumable Fuels		1,536,627		95,480		—		1,632,107
Personal Products		—		161,492		—		161,492
Pharmaceuticals		155,084		—		—		155,084
Professional Services		485,046		146,114		—		631,160
Real Estate Management & Development		158,317		148,178		—		306,495
Semiconductors & Semiconductor Equipment		167,793		281,162		—		448,955
Software		625,720		—		—		625,720
Specialty Retail		190,181		150,861		—		341,042
Textiles, Apparel & Luxury Goods		351,105		—		—		351,105
Thrifts & Mortgage Finance		156,196		—		—		156,196
Tobacco		327,498		162,473		—		489,971
Transportation Infrastructure		—		165,337		—		165,337
Water Utilities		—		345,898		—		345,898
Total Common Stocks		7,969,041		3,668,980		—		11,638,021
Exchange Traded Funds		1,799,670		—		—		1,799,670
Total Securities Sold Short	$	9,768,711	$	3,668,980	$	—	$	13,437,691

The Fund did not 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.

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

	Investments in
	Common Stock
	at Fair Value
Balance as of September 30, 2012	$	48,052
Accrued discounts/premiums		—
Realized gain (loss)		—
Change in unrealized appreciation (depreciation)		(11	)*
Purchases		—
Sales		—
Transfers into and/or out of Level 3		—
Balance as of September 30, 2013	$	48,041
Change in unrealized appreciation (depreciation) during the period ended for Level 3 investments held at September 30, 2013:	$	(11	)*

* Unrealized depreciation is due to changes in foreign currency exchange rate.

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. Leuthold Weeden Capital Management (the “Investment 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. For the duration of the period the discount was 95%.

Leuthold Select Industries Fund
Investments at Fair Value	Level 1		Level 2		Level 3		Total
Common Stocks	$	9,656,847	$	—	$	—	$	9,656,847
Money Market Funds		409,818		—		—		409,818
Total Investments in Securities	$	10,066,665	$	—	$	—	$	10,066,665

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.

Leuthold Global Industries Fund
Investments at Fair Value	Level 1		Level 2		Level 3		Total
Common Stocks
Aerospace & Defense	$	193,711	$	—	$	—	$	193,711
Airlines		685,567		—		—		685,567
Auto Components		516,041		803,292		—		1,319,333
Automobiles		355,197		427,933		—		783,130
Chemicals		—		44,267		—		44,267
Commercial Banks		1,001,178		—		—		1,001,178
Computers & Peripherals		93,705		—		—		93,705
Containers & Packaging		68,951		103,824		—		172,775
Diversified Financial Services		105,310		108,299		—		213,609
Diversified Telecommunication Services		39,769		—		—		39,769

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Leuthold Global Industries Fund (continued)
Investments at Fair Value	Level 1		Level 2		Level 3		Total
Electronic Equipment, Instruments & Components	$	529,451	$	568,678	$	—	$	1,098,129
Food & Staples Retailing		340,338		476,484		—		816,822
Household Durables		74,565		—		—		74,565
Insurance		1,090,224		1,349,147		—		2,439,371
Media		767,143		704,684		—		1,471,827
Office Electronics		108,683		—		—		108,683
Oil, Gas & Consumable Fuels		106,420		—		—		106,420
Paper & Forest Products		666,870		68,750		2,243		737,863
Road & Rail		700,204		138,246		—		838,450
Semiconductors & Semiconductor Equipment		570,159		441,248		—		1,011,407
Wireless Telecommunication Services		352,827		244,541		—		597,368
Total Common Stocks		8,366,313		5,479,393		2,243		13,847,949
Preferred Stocks
Automobiles		—		109,990		—		109,990
Containers & Packaging		50,116		—		—		50,116
Total Preferred Stocks		50,116		109,990		—		160,106
Money Market Funds		400,834		—		—		400,834
Total Investments in Securities	$	8,817,263	$	5,589,383	$	2,243	$	14,408,889

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

	Investments in
	Common Stock
	at Fair Value
Balance as of September 30, 2012	$	2,244
Accrued discounts/premiums		—
Realized gain (loss)		—
Change in unrealized appreciation (depreciation)		(1	)*
Purchases		—
Sales		—
Transfers into and/or out of Level 3		—
Balance as of September 30, 2013	$	2,243
Change in unrealized appreciation (depreciation) during the period ended for Level 3 investments held at September 30, 2013:	$	(1	)*

* Unrealized depreciation is due to changes in foreign currency exchange rate.

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 Investment 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 the 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 entire period the discount rate was 95%.

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Grizzly Short Fund
Investments at Fair Value	Level 1		Level 2		Level 3		Total
Money Market Funds	$	3,076,329	$	—	$	—	$	3,076,329
Total Investments in Securities	$	3,076,329	$	—	$	—	$	3,076,329

Securities Sold Short at Fair Value	Level 1		Level 2		Level 3		Total
Common Stocks	$	84,518,032	$	—	$	—	$	84,518,032
Exchange Traded Funds		3,081,706		—		—		3,081,706
Total Securities Sold Short	$	87,599,738	$	—	$	—	$	87,599,738

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, 2013 and 2012 was as follows:

Year Ended September 30, 2013
	Leuthold		Leuthold				Leuthold		Leuthold
	Core		Asset		Leuthold		Select		Global		Grizzly
	Investment		Allocation		Global		Industries		Industries		Short
	Fund		Fund		Fund		Fund		Fund		Fund
Distributions paid from:
Ordinary Income	$	14,177,488	$	17,507,694	$	3,759,728	$	33,785	$	69,238	$	—
Long Term Capital Gain		—		—		—		—		—		—
Return of Capital		—		—		—		—		—		—
Total Distribution Paid	$	14,177,488	$	17,507,694	$	3,759,728	$	33,785	$	69,238	$	—

Year Ended September 30, 2012

	Leuthold		Leuthold				Leuthold		Leuthold
	Core		Asset		Leuthold		Select		Global		Grizzly
	Investment		Allocation		Global		Industries		Industries		Short
	Fund		Fund		Fund		Fund		Fund		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	$	—

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At September 30, 2013, the components of accumulated earnings (deficit) on a tax basis were as follows:

	Leuthold			Leuthold						Leuthold			Leuthold
	Core			Asset			Leuthold			Select			Global			Grizzly
	Investment			Allocation			Global			Industries			Industries			Short
	Fund			Fund			Fund			Fund			Fund			Fund
Undistributed ordinary income	$	18,302,077		$	2,472,635		$	14,830,754		$	—		$	77,468		$	—
Undistributed long-term gains		36,495,986			—			20,207,828			—			—			—
Distributable earnings		54,798,063			2,472,635			35,038,582			—			77,468			—
Capital loss carryover and post-October losses		—			(287,977,638	)		—			(2,975,423	)		(970,292	)		149,741,576	)
Other accumulated gains (losses)		(70,155	)		—			(888,311	)		—			—			(18,957	)
Unrealized appreciation (depreciation)		80,786,112			25,915,102			42,656,205			1,902,115			1,750,997			(7	)
Total accumulated earnings (deficit)	$	135,514,020		$	(259,589,901	)	$	76,806,476		$	(1,073,308	)	$	858,173		$	(149,760,540	)

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, 2013, the following table shows the reclassifications made:

	Undistributed			Accumulated
	Net Investment			Net Realized			Paid In
	Income/(Loss)			Gain/(Loss)			Capital

Leuthold Core Investment Fund	$	13,559,477		$	(13,534,296	)	$	(25,181	)
Leuthold Asset Allocation Fund		(1,942,931	)		1,942,931			—
Leuthold Global Fund		487,019			(487,018	)		(1	)
Leuthold Select Industries Fund		3,123			19			(3,142	)
Leuthold Global Industries Fund		31,075			(31,075	)		—
Grizzly Short Fund		5,346,138			(105,551	)		(5,240,587	)

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		Leuthold					Leuthold			Leuthold
	Core		Asset			Leuthold		Select			Global			Grizzly
	Investment		Allocation			Global		Industries			Industries			Short
	Fund		Fund			Fund		Fund			Fund			Fund

Expires 09/30/17	$	—	$	—		$	—	$	(862,504	)*	$	—		$	—
Expires 09/30/18		—		(287,977,638	)		—		(2,112,919	)		—			(18,663,090	)
Expires 09/30/19		—		—			—		—			(17,340	)		(25,380,935	)
Unlimited Short-Term		—		—			—		—			(952,952	)		(78,603,486	)

*Capital loss carryforward transferred in from merger, subject to annual limitations.

The Grizzly Short Fund intends to defer and treat $27,094,065 of post-October losses incurred during the fiscal year ended September 30, 2013 as arising in the fiscal year ending September 30, 2014.

As of September 30, 2013, 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 Statements 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.

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

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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. 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 among the six 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) Derivatives – The Asset Allocation Fund may invest in futures contracts for speculative purposes to gain exposure to equity markets. None of the other Funds may invest in futures contracts. The Fund has adopted authoritative valuation procedures for futures contracts and they are stated at their fair value using the primary exchange’s closing (settlement) price. Gains or losses are realized when contracts are liquidated. Any change in net unrealized gain or loss is reported in the statement of operations.

The Leuthold Asset Allocation Fund did not have any open futures contracts at September 30, 2013. The average monthly notional amount of futures contracts held by the Leuthold Asset Allocation Fund during the year ended September 30, 2013 was $1,912,536.

The following table presents the trading results of derivative trading and information related to the volume of the Leuthold Asset Allocation Fund for the year ended September 30, 2013:

			Change in
	Realized		Unrealized		Number of
Futures Contracts	Gain (Loss)		Gain (Loss)		Contracts Closed
Stock Index	$	53,408	$	—	1,360
Total Futures Contracts	$	53,408	$	—	1,360

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l) Subsequent Events –The Funds have evaluated subsequent events through the date of issuance of the Funds’ financial statements. During the current fiscal year, the Funds’ Board of Directors approved the merger of the Leuthold Asset Allocation Fund into the Leuthold Core Investment Fund by combining these Funds’ net assets effective November 8, 2013. This decision was taken as the Funds have similar investment strategies and objectives.

2.	INVESTMENT TRANSACTIONS

Purchases and sales of investment securities, other than short-term investments and short sales, for the year ended September 30, 2013 are summarized below:

	Leuthold		Leuthold				Leuthold		Leuthold
	Core		Asset		Leuthold		Select		Global
	Investment		Allocation		Global		Industries		Industries
	Fund		Fund		Fund		Fund		Fund
Purchases	$	652,057,420	$	352,097,291	$	339,644,796	$	15,152,395	$	17,425,153
Sales		918,467,662		731,716,703		421,141,074		21,358,404		13,608,401

There were no purchases or sales of investment securities in the Grizzly Short Fund because this Fund invests only in securities held short.

At September 30, 2013, gross unrealized appreciation and depreciation of investments and cost of investments (excluding short positions) for tax purposes were as follows:

	Leuthold			Leuthold						Leuthold			Leuthold
	Core			Asset			Leuthold			Select			Global			Grizzly
	Investment			Allocation			Global			Industries			Industries			Short
	Fund			Fund			Fund			Fund			Fund			Fund
Tax cost of Investments	$	488,832,420		$	221,447,213		$	308,363,948		$	8,164,550		$	12,658,177		$	3,076,329
Gross unrealized appreciation		87,218,429			30,505,307			49,416,345			1,950,472			2,050,952			3,185,257
Gross unrealized depreciation		(6,432,317	)		(4,590,205	)		(6,760,140	)		(48,357	)		(299,955	)		(3,185,264	)
Net unrealized appreciation (depreciation)	$	80,786,112		$	25,915,102		$	42,656,205		$	1,902,115		$	1,750,997		$	(7	)

The differences between book and tax basis of unrealized appreciation (depreciation) are primarily attributable to the tax deferral of losses on wash sales.

The Core Investment Fund and the Global Fund owned 5% or more of the voting securities of the following companies during the year ended September 30, 2013. As a result, these companies are deemed to be affiliates of the Core Investment Fund and the Global Fund as defined by the 1940 Act. Transactions during the period in these securities of affiliated companies were as follows:

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Leuthold Core Investment Fund
	Share Activity
Security Name	Balance 09/30/12	Purchases	Sales	Balance 09/30/13	Dividend Income			Fair Value at 09/30/13
CurrencyShares Japanese Yen Trust	—	184,953	24,798	160,155		$	—		$	15,930,618
						$	—		$	15,930,618

Leuthold Global Fund
	Share Activity
	Balance			Balance	Dividend			Fair Value at
Security Name	09/30/12	Purchases	Sales	09/30/13	Income			09/30/13
CurrencyShares Japanese Yen Trust	—	102,550	7,482	95,068		$	—	$	9,456,414
						$	—	$	9,456,414

3.	INVESTMENT ADVISORY AND OTHER AGREEMENTS

The Funds have entered into an Investment Advisory Agreement (“advisory agreement”) with the 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	Leuthold		Leuthold	Leuthold
Core	Asset	Leuthold	Select	Global	Grizzly
Investment	Allocation	Global	Industries	Industries	Short
Fund	Fund	Fund	Fund	Fund	Fund
0.90%	0.90%	1.10%	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:

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

* Effective September 1, 2013, the Advisor has contractually agreed to reduce the expense limitation from 1.85% to 1.60%.

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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, 2013 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	9/30/2015	$	58,737
9/30/2016		22,934	9/30/2016		71,564

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, 2013, the Leuthold Core Investment Fund, Leuthold Asset Allocation Fund, Leuthold Global Fund, Leuthold Select Industries Fund, Leuthold Global Industries, and Grizzly Short Fund paid Weeden & Co., L.P., an affiliate of the Investment Adviser, $269,948, $65,023, $33,205, $5,410, $875, and $61,483, respectively, for brokerage commissions.

4.	DISTRIBUTION PLAN

Each of the Leuthold Asset Allocation Fund – Retail Class, Leuthold Global Fund – Retail Class, and Leuthold Global Industries 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.

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.

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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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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, and Grizzly Short Fund) (the “Funds”), as of September 30, 2013, and the related statements of operations for the year then ended, the statements of changes in net assets for each of 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 audit 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 also 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 as of September 30, 2013, 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, 2013, the results of their operations for the year then ended, the changes in their net assets for each of 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 27, 2013

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ADDITIONAL INFORMATION (Unaudited)

SHAREHOLDER NOTIFICATION OF FEDERAL TAX STATUS (Unaudited)

The percentage of dividend income distributed for the year ended September 30, 2013, 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 45.17%, Leuthold Asset Allocation Fund 54.69%, Leuthold Global Fund 55.08%, Leuthold Select Industries Fund 100.00%, and Leuthold Global Industries Fund 100.00%.

The percentage of dividend income distributed for the year ended September 30, 2013, designated as qualified dividends received deduction available to corporate shareholders, is as follows: Leuthold Core Investment Fund 36.40%, Leuthold Asset Allocation Fund 36.08%, Leuthold Global Fund 17.90%, Leuthold Select Industries Fund 100.00%, and Leuthold Global Industries Fund 12.60%.

The Leuthold Core Investment Fund, Leuthold Asset Allocation Fund, and Leuthold Global Fund designated 8.63%, 9.76%, 8.05%, 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, 2013.

The Leuthold Global Industries Fund has elected to pass through certain foreign taxes to its shareholders under Internal Revenue Code Section 853. These taxes total $17,909 for the year ended September 30, 2013. Additinal information will be provided with the Fund’s Forms 1099 for the 2013 tax year.

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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 since1995	Chairman, Eagle Management & Financial Corp., a management consulting firm	6	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	6	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.	6	Piper Jaffray Companies

Interested Directors (and Officers)

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.	6	None

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				# of
				Portfolios in	Other
	Position(s)	Term of Office		Fund Complex	Directorships
Name, Year of Birth,	Held with	and Length of	Principal Occupation	Overseen By	Held by
and Address	the Company	Time Served	During Past Five Years	Director	Director
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.


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	The Leuthold Funds

	Investment Adviser:
	Leuthold Weeden Capital Management, Minneapolis, Minnesota

	Administrator, Transfer Agent, Dividend Paying Agent, Shareholder Servicing Agent:
	U.S. Bancorp Fund Services, LLC, Milwaukee, Wisconsin

	Custodian:
	U.S. Bank, N.A., Milwaukee, Wisconsin

	Counsel:
	Foley & Lardner, LLP, Milwaukee, Wisconsin

	Independent Registered Public Accounting Firm:
	Ernst & Young LLP, Minneapolis, 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 9/30/2013	FYE 9/30/2012
Audit Fees	$211,900	$221,100
Audit-Related Fees	$0	$0
Tax Fees	$18,120	$18,920
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 9/30/2013	FYE 9/30/2012
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.)

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 9/30/2013	FYE 9/30/2012
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.

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.

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	December 5, 2013


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	December 5, 2013

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

Date

December 5, 2013

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

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