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, 2016

Date of reporting period: September 30, 2016

Item 1. Reports to Stockholders.

Annual Report
September 30, 2016

The Leuthold Funds

Leuthold Core Investment Fund

Retail Class Shares LCORX

Institutional Class Shares LCRIX

Leuthold Global Fund

Retail Class Shares GLBLX

Institutional Class Shares GLBIX

Leuthold Select Industries Fund LSLTX

Leuthold Global Industries Fund

Retail Class Shares LGINX

Institutional Class Shares LGIIX

Grizzly Short Fund GRZZX

The Leuthold Funds

Table of Contents

Letter to Shareholders		1
Expense Examples		14
Allocation of Portfolio Holdings		17
Investment Graphs		20
Statements of Assets and Liabilities		28
Statements of Operations		32
Statements of Changes in Net Assets		36
Financial Highlights		41
Schedules of Investments and Securities Sold Short
Leuthold Core Investment Fund		49
Leuthold Global Fund		58
Leuthold Select Industries Fund		65
Leuthold Global Industries Fund		69
Grizzly Short Fund		74
Notes to the Financial Statements		79
Report of Independent Registered Public Accounting Firm		94
Additional Information		95
Directors and Officers		96

The Leuthold Funds

Dear Fellow Shareholders:

One year ago, Fed tightening was the main theme. The markets went on a roller-coaster ride as expectations for a Fed hike changed from month-to-month. A sizable bounce occurred in October, which helped U.S. equity markets reverse 2015’s late-summer losses. Stocks rose across all market caps during the last three months of 2015, but U.S. Large Caps benefited the most.

A V-shaped stock market plunge and recovery occurred in the first three months of 2016, leaving many major indexes essentially unchanged for the period. Obscured within the negligible market performance were noteworthy reversals in several market-related dynamics; oil rallied more than 40% from historic lows, the dollar weakened, and Emerging Markets turned around persistent underperformance versus their Developed Market counterparts.

At its worst level on February 11th, the MSCI All Country World Index (ACWI) had fallen 20.2% from its July 2015 high—a decline that some commentators label as an officially concluded global cyclical bear market. We disagree. U.S. stocks comprise such a dominant share of global stock market capitalization (roughly 50%) that we believe any bear market worth its salt must inflict at least 20–25% losses upon major indexes like the Dow Jones Industrial Average (DJIA) and S&P 500. From May 2015 market highs, to February 2016 lows, neither of those Large Cap indexes had fallen even as much as 15%. The decline to February 11th market lows is one of the costliest declines in history not to have reached bear-market status. Instead, we classify all of the action since May 2015 as a complex extension of the topping process in an historic cyclical bull market that dates back to March 2009. The move since February is not a “new” bull market.

In April 2016, our market posture improved from bearish to bullish, following almost ten months in which the work resided in either neutral or negative territory. When our work originally turned negative in mid-2015, we expected the next bullish reading would be driven by a major downward revision in Large Cap valuations. In retrospect, our bear market call proved more valuable to Small Cap investors: the Russell 2000 suffered a 26% plunge between August 2015 and mid-February 2016, while the S&P 500 muddled through with a routine correction of only -14%. That relatively moderate S&P 500 decline did little to restore the long-term investment appeal of Large Cap U.S. equities. Our move back to a bullish stance in April was instead driven by the momentum of the market itself; Large Cap stocks never got cheap.

We boosted tactical portfolios’ equity exposure twice last spring, fully cognizant that it wasn’t a “textbook” time to do so: the bull market was very mature—entering its eighth year; the S&P 500 was trading at 24x trailing GAAP EPS; unemployment was below 5%; and speculation over Fed tightening had finally shifted from “if ” to “when.” Yet, since then, breadth underlying the upswing has been impressive, and stronger than that observed during any other rally leg since 2013, raising the odds of additional gains. August 2016’s new all-time high in the S&P 500, and new highs in September for the S&P MidCap 400, S&P Small Cap 600, and their respective daily-breadth indexes, portray a stock market that is, for the most part, “in gear” on the upside.

The Leuthold Funds - 2016 Annual Report

The picture, however, hasn’t been so convincing from a leadership perspective. There has been a large degree of internal market “fracturing” despite a superficial high in blue-chip stocks. (As incredible as the market’s recent seven-month rebound has been, the S&P 500 is less than 3% above the May 2015 peak.) Through September 6th, only a handful of a lengthy list of market measures had delivered double-digit gains since the May 2015 high, and all are groups that an equity manager might categorize as “cash surrogates”: Dow Jones Utilities (+15.5%), Consumer Staples (+10.8%), and more broadly, low volatility stocks (+12.5%)—not the customary consumer Cyclicals and high beta bull market leaders. However, in the span of less than two months, through October 24, 2016, this “cash surrogate” leadership has reversed and, of those prior leaders, only the Dow Jones Utilities index has upheld its double-digit gain. The Information Technology sector has since gained 270 basis points to join the double-digit ranks (+11.7%), while high beta has improved by 60 basis points—not yet a forceful rally, but it’s a promising sign for active managers.

Performance since “Old” Bull Market High of May 21, 2015 (through September 6, 2016)

US STOCK INDEXES	% GAIN/LOSS
Dow Jones Industrials	1.4	%
Dow Jones Transports	-7.0
Dow Jones Utilities	15.5
S&P 500	2.6
S&P MidCap 400	2.2
Russell 2000	-0.3
NYSE Composite	-3.1
NYSE Financials	-6.4
NASDAQ Composite	3.6
Russell 1000 Growth	3.0
Russell 1000 Value	0.8
S&P 500 High Beta Index	-8.5
S&P 500 Low Volatility Index	12.2
S&P 500 Dividend Aristocrats	8.7

S&P 500 SECTORS
Consumer Discretionary	5.1	%
Consumer Staples	10.8
Energy	-11.9
Financials	-1.3
Health Care	-3.0
Industrials	3.3
Information Technology	9.0
Materials	-4.1
Telecom Services	9.9
Utilities	12.2

WORLD STOCKS (in USD)
MSCI AC World Index	-4.3	%
MSCI AC World Ex USA	-10.8
MSCI World Index	-3.6
MSCI World Ex USA	-11.0
MSCI World Small Caps	-0.6
MSCI Emerging Markets	-10.6
MSCI Frontier Markets	-16.8

© 2016 The Leuthold Group

Performance of Key Indexes since “Old” Bull Market High of May 21, 2015 (through October 24, 2016)
US STOCK INDEXES	% GAIN/LOSS
Dow Jones Industrials	-0.3	%
Dow Jones Transports	-5.8
Dow Jones Utilities	11.6
S&P 500	1.0
S&P MidCap 400	-0.5
Russell 2000	-2.4
Russell MidCap Index	-4.0
NYSE Composite	-5.8
NYSE Financials	-8.0
NASDAQ Composite	4.3
Value Line Arithmetic	-0.1
Russell 1000 Growth	1.9
Russell 1000 Value	-1.5
S&P 500 High Beta Index	-7.9
S&P 500 Low Volatility Index	7.0
S&P 500 Dividend Aristocrats	2.6

S&P 500 SECTORS
Consumer Discretionary	4.3	%
Consumer Staples	6.3
Energy	-11.9
Financials	-2.0
Health Care	-7.2
Industrials	0.6
Information Technology	11.7
Materials	-7.6
Telecom Services	-0.9
Utilities	8.5

WORLD STOCKS (in USD)
MSCI AC World Index	-6.3	%
MSCI AC World Ex USA	-13.1
MSCI World Index	-5.8
MSCI World Ex USA	-13.9
MSCI World Small Caps	-3.3
MSCI EAFE	-14.1
MSCI Emerging Markets	-11.1
MSCI Frontier Markets	-15.8

© 2016 The Leuthold Group

Arrows highlight double-digit gains.

2	The Leuthold Funds - 2016 Annual Report

Through the year, global equity markets have effectively fought the headwinds presented by continuously changing Fed policy, volatile commodity markets, and to top it off, the surprising Brexit vote. But with defensive groups and commodities having led the year’s market advance, many participants, including us, have been seriously challenged. Both our domestic and global long-equity strategies, as well as our tactical portfolios, have substantially underperformed their benchmarks for the fiscal year ended September 30, 2016; our short-only strategy had mixed results, outperforming its peer-fund category average, but underperforming the index benchmarks.

Although our quantitative analysis now sits in the bull camp, we’re hard-pressed to make a mathematical case for owning stocks on a longer, cyclical horizon (two-to-four years). We’ve chronicled the market’s valuation risks each month for over two years, and the 2016-to-date bounce has elevated many Large Cap valuations back to old-cycle highs (or higher). In fact, the median S&P 500 stock is now trading at a level higher than at the last four bull-market peaks.

Nonetheless, the balance of our work suggests the market still holds some appeal. Besides two-dozen valuation inputs, our models incorporate many other measures, such as those related to Fed policy, inflation pressures, earnings momentum, investor sentiment, and the breadth and leadership of the stock market itself. The recent readings are within a zone we’d consider “moderately bullish,” and our tactical portfolios are therefore positioned with unhedged equity exposure of 63-64%, on the high end of the prescribed range of 30–70% (through September 30, 2016). We would not be surprised to see U.S. market valuations expand further before the bull market tops out.

Herein, we examine investment allocations and portfolio characteristics that materially influenced the performance of each Leuthold Fund strategy during the fiscal year ended September 30, 2016.

The Leuthold Funds - 2016 Annual Report

ANNUAL PERFORMANCE REVIEW

Leuthold Core Investment Fund

For the first six months of the fiscal year, our market outlook fluctuated between negative and neutral, and net equity exposure was thereby contained within a band of 35–43%. This defense cushioned the Fund as the market plunged from January to mid-February, but it curbed gains during the sudden reversal from February lows. With the winter rebound, underlying market data improved appreciably and in mid-April our quantitative market analysis was upgraded to positive. This prompted the elimination of the equity hedge, increasing equities up to 54% by the end of May. Other than a quick about-face back to neutral following the late-June Brexit vote, the Fund maintained a bullish stance the rest of the fiscal year, ending September with equity exposure at 63%.

For the fiscal year ended September 30, 2016, the Leuthold Core Investment Fund posted a small total return of +1.76% (retail share class), underperforming the +5.82% total return of the Morningstar Tactical Allocation average by a spread of about 4%. In contrast, those exposed to a fully-invested index fund typically experienced much more impressive results, as represented by the +15.43% total return of the S&P 500.

Within our Leuthold Core Investment Fund, the main detractor to underperformance was the U.S.-traded long-stock allocation, which substantially trailed the benchmark S&P 500 and its peer-fund average. This is a reversal from the experience of last fiscal year, when this position outperformed the market by a considerable margin. The volatile macro environment, and a preference for safety and low volatility, impeded our stock portfolio that was heavy in Cyclicals and Health Care, and light on defensive areas. This equity exposure provided a +3.35% total return for the twelve months ended September 30, 2016, versus the S&P 500’s +15.43% return. Performance details related to this exposure can be found in the Leuthold Select Industries Fund section.

A separate, but smaller, long-stock allocation is Emerging Market (EM) Equities. Foreign markets, both Emerging and Developed, underwent a robust turnaround over the last twelve months; the MSCI Emerging Market Index produced a total return of +17.21%, while the MSCI ACWI finished with a total return of +12.60%. In comparison, our particular EM holdings had a competitive total return of +14.79% during that time—it was the best performing portfolio allocation. Despite the compelling results, due to its small share of portfolio assets (fiscal year average position of 3.53%), this very long-term EM play (15+ years) had a negligible contribution to the return of +0.42%.

•

Taiwan and China were the two most constructive EM country exposures with a combined contribution of +5.4%. Brazil, Indonesia, and South Korea—three of the biggest detractors last year—staged big turnarounds and contributed +5.1% to performance, collectively. South Africa, Malaysia, Thailand, and India added another +3.2% to return.

•

Hong Kong and Poland were the only detractors to the portfolio’s EM performance, with a nominal return of -0.46%, combined.

•

Sector concentrations (and underlying industry groups) that produced the strongest gains among our EM holdings were Information Technology (Internet Software & Services, Computers & Peripherals, Electronic Equipment); Consumer Discretionary (Automobiles, Auto Components); and Consumer Staples (Packaged Foods & Meats).

•

The largest industry group detractors to our EM performance were Life & Health Insurance, Airlines, Mid/Small Pharmaceuticals, Property & Casualty Insurance, and Independent Power Producers, with a pooled return of about -3%.

4	The Leuthold Funds - 2016 Annual Report

The Fund’s Equity Hedge was maintained as a relatively sizable allocation from October through March (average weight 15%). As our market stance improved in following months, the position was trimmed and there has been no hedge employed since mid-July. Impressive gains accumulated by this hedge from December 2015 into February 2016 were forfeited with the sharp market rebound following February lows. This was the portfolio’s worst performing allocation overall. Due to being scaled back and fully eliminated during the second half of the year, its negative effect on total return was contained to just -0.57%.

Fixed Income is determined by a top-down tactical allocation framework. A multi-factor model is employed to first evaluate “risk” and assess whether lower-risk vehicles, such as Developed Market government securities, or higher-risk vehicles (credits) should be favored. The lower-risk category includes nominal and inflation-linked government securities, whereas the higher-risk segment contains vehicles across a range of credit classes.

In an atmosphere of artificially low interest rates, we remained underweight Fixed Income through the year, and held very short duration. Considering the substantial risk, we don’t see any reason to be aggressive in this space. Over the last twelve months, Fixed Income averaged 19% of assets, not unlike the prior four fiscal years; this is below our normal guideline minimum of 30%. We continue to view the overall allocation as a shock absorber to unforeseen equity jolts.

As a means of diversification during the year, Fixed Income assets were distributed across a range of securities with varying risk profiles, including government securities and credits. As with last year, the largest single allocation was Developed Market Sovereign Debt at an 11.1% average weight; among the various Fixed Income exposures, this was the most additive with a contribution to return of about +0.80%. Quality Corporate Bonds was the next largest position (4.2% average weight), followed by MBS Bond Funds (2.5% average weight), and Municipal Bonds (0.5% average weight). Combined, these three contributed +0.42% to return. Emerging Market Sovereign Debt was purchased in April and held through fiscal year end (0.9% average weight). TIPS had a fleeting two-month presence (0.3% average weight, May-June), and High Yield Bonds were bought during the last month, September 2016, with a weight of 0.9%. Due to either a trivial weight and/or short holding period, the latter three allocations had no effect on the year’s results.

Leuthold Global Fund

This is the global equivalent of the Leuthold Core Investment Fund. It follows the same macro analysis of stock market risk. As a result, the two Funds will make parallel moves when it comes to major defensive or offensive asset allocation modifications.

Our market analysis swung between negative and neutral during the first six months of the fiscal year, and net equity exposure was thereby contained within a band of 35–49%. This defense cushioned the Fund as the market plunged from January to mid-February, but it curbed gains during the sudden reversal from February lows. With the winter rebound, underlying market data improved appreciably and in mid-April our quantitative market analysis was upgraded to positive. This prompted the elimination of the equity hedge, increasing equities up to 55% by the end of May. Other than a quick about-face to neutral following the late-June Brexit vote, the Fund maintained a bullish stance the rest of the fiscal year, ending September with equity exposure at 64%.

For the fiscal year ended September 30, 2016, the Leuthold Global Fund produced a small total return of +1.89% (retail share class), trailing the Morningstar World Allocation average of +8.03% total return and the all-equity MSCI All Country World Index (ACWI) total return of +12.60%.

The Leuthold Funds - 2016 Annual Report

Despite strong outperformance by both domestic and foreign stocks, the main detractor to the Leuthold Global Fund’s fiscal year underperformance was its long-stock exposure. The allocation, heavy in Cyclicals, Financials, and Industrials, considerably lagged the benchmark and its peer-fund average. Defensive groups and commodities led global-stock gains; these are areas in which the Fund’s equity allocation had a dearth of supply. This holding provided a total return of +4.35% for the twelve months ended September 30, 2016, trailing the +12.60% total return of the MSCI ACWI by a wide margin. Performance details related to this exposure can be found in the Leuthold Global Industries Fund section.

The Fund’s Equity Hedge was maintained as a relatively-sizable allocation from October through March (average weight 16%). As our market stance improved in following months, the position was trimmed and there has been no hedge employed since July. Solid gains accumulated by this hedge from December 2015 into February 2016 were forfeited with the sharp market rebound following February lows. This was the portfolio’s worst performing allocation overall, yet due to being scaled back and fully eliminated during the second half of the year, its negative effect on total return was contained to -0.82%.

In an atmosphere of artificially low interest rates, we remained underweight Fixed Income through the year and held very short duration. Considering the substantial risk, we don’t see any reason to be aggressive in this space. Over the last twelve months, Fixed Income securities averaged 24% of assets, somewhat higher than the 20% average of the prior four fiscal years; however, this is below our normal guideline minimum of 30%. We continue to view the overall allocation as a shock absorber to unforeseen equity jolts.

As a means of diversification during the year, Fixed Income assets were distributed across a range of securities with varying risk profiles, including government securities and credits. As with last year, the largest single allocation was Developed Market Sovereign Debt at a 12.4% average weight; among the various Fixed Income exposures, this was the most additive with a contribution to return of +0.94%. Other full-year holdings included Quality Corporate Bonds (5.9% average weight), MBS Bond Funds (3.1% average weight), and Municipal Bonds (0.7% average weight). Combined, those three contributed +0.62% to return. Emerging Market Sovereign Debt was purchased in April and held through fiscal year end (1.0% average weight). TIPS had a fleeting two-month presence (0.3% average weight, May-June), and High Yield Bonds were bought during the last month, September 2016, with a weight of 1.0%. Due to either a trivial weight and/or short holding period, the latter three allocations had no effect on the year’s results.

Leuthold Select Industries Fund

This fully-invested U.S.-traded stock portfolio had a disappointing total return of +2.09% for the fiscal year ended September 30, 2016. This compares to exceptionally strong results from the Morningstar Mid Cap Blend category (representing peer funds), and the S&P 500 broad-market index, with total returns of +10.55% and +15.43%, respectively. In contrast to the previous fiscal year when the effectiveness of the Fund’s strategy was demonstrated with solid outperformance, the latest year’s results show that volatile market environments are prone to destabilize leadership trends, which is not favorable for the Fund’s concentrated industry-group structure.

6	The Leuthold Funds - 2016 Annual Report

On a monthly basis, the Leuthold Select Industries Fund underperformed both the Morningstar Mid Cap Blend average and the S&P 500 in eight of the months by cumulative spreads of -1,060 and -1,495 basis points, respectively. The Fund’s handful of outperforming months equated to relatively small positive spreads versus the two benchmarks of just under 300 basis points apiece—not enough to make a dent in the cumulative-negative spreads of the Fund’s laggard months.

The Fund’s heaviest equity-sector concentrations in the previous two fiscal years (2013–14 and 2014–15) were again the largest weights, on average, for the 2015-16 fiscal year. Information Technology, Consumer Discretionary, Health Care, and Industrials held the top four spots. Over the course of the year, Information Technology rose from an underweight 14% of assets to a big 29% overweight as of fiscal year end; Industrials exposure was also on the rise all year, moving from a 14% weight in October 2015, to over 21% at fiscal year end. Financials and Health Care, each of which declined from a high weighting of 24%, down to 4% and 10%, respectively, were the most noteworthy sector-weight reductions.

Underperformance by the Fund is largely explained by exposure to groups from Consumer Discretionary, Energy, Health Care, and Consumer Staples, as these combined holdings resulted in a negative contribution to return of -4.52%. This was 1,056 basis points behind the collective +6.04% return contribution of the corresponding S&P 500 sector compositions. The Fund’s Materials and Utilities exposures had a small combined contribution of +0.51%, versus the associated S&P 500 sectors’ +1.26% return contribution. S&P 500 Telecom Services sector provided an additional +0.72% to its return, whereas the Select Industries Fund had no exposure there. Information Technology, Industrials and, to a lesser degree, Financials, were the most positive contributors to Fund return at +7.44%, soundly outperforming the corresponding S&P 500 sectors’ mutual contribution to return of +3.05%.

The majority of the Fund’s strongest returns at the industry-group level were members of the Information Technology sector: IT Consulting, Data Processing & Outsourced Services, Home Entertainment Software, Semiconductor Equipment, Technology Distributors, and Electronic Manufacturing Services. Rounding out the list of the most-additive industry exposures for the Fund were Aerospace & Defense, Advertising, Building Products, Insurance Brokers, Property & Casualty Insurance, and Reinsurance. Each of these portfolio concentrations outperformed the corresponding S&P 500 industry group results.

Three industry groups materially detracted from the Fund’s return: Oil & Gas Refining, Homebuilding, and Regional Banks (contribution to return of -3.50% collectively). Other underperforming Fund positions included Automotive Retail, General Merchandise Stores, Health Care Facilities, Food Retail, Consumer Finance, and Biotechnology, which lagged the related S&P 500 groups’ contribution to return by a combined 292 basis points.

The Fund’s fiscal year average weight to foreign-domiciled stocks was 8% (ADR/ADS traded on U.S. exchanges). The year’s initial position was 5%, but it progressively grew from there, reaching a mid-year high of 11.5% in the second quarter of 2016; it tapered off some the next few months. As of September 30, 2016, the percentage had increased to 12.2%. As with last fiscal year, foreign exposure was obtained almost exclusively through Developed Market (DM) stocks. There was a minuscule 0.34% average weight in Emerging Markets (EM) obtained through the purchase of an attractively-rated Brazilian-based stock within the Water Utilities group. A noticeable shift in this EM space occurred during the last month of the year, however, as exposure was built up to 3.6%; this was attributable to the purchase of a package of Emerging Diversified Banks stocks. Concentrations in either DM or EM stocks are dependent on availability within attractive industry groups selected for investment, as well as their appeal based on the quantitative stock-selection model. Some industries are inclined to have a stronger presence in Developed Markets versus Emerging Markets, and vice versa.

The Leuthold Funds - 2016 Annual Report

Identifying leadership, and particularly the continuity of leadership over a multi-year period, is a principal concept of the Leuthold Select Industries methodology. Robust outperformance can be achieved when focusing investments among the themes that our quantitative model flags as having very attractive characteristics. Equally, as experienced over the last twelve months, our concentrated portfolio will underperform when market volatility intersects the trends, causing leadership to waver. In the case of this year, sectors to which the Fund had sparse (or no) exposure were strong market leaders, with double-digit total returns between +15–26% (Consumer Staples, Energy, Materials, Telecom, Utilities). In comparison, with the exception of Information Technology, the Fund’s most-heavily weighted sectors turned in performance results within a much lower range, from +7% (Financials) to a high of +19% (Industrials). Ultimately, the Fund had minimal coverage in a large cross-section of prevailing market themes, and performance suffered.

Leuthold Global Industries Fund

In a year when foreign stocks experienced a promising rebound, this all-equity portfolio produced a relatively scant total return of +3.24% (retail share class) for the twelve months ended September 30, 2016. In contrast, the Morningstar World Stock average and the MSCI All Country World Index (ACWI) displayed robust total returns of +10.67% and +12.60%, respectively.

On a monthly basis, the Leuthold Global Industries Fund underperformed both the Morningstar World Stock average and MSCI ACWI in six of the months, outperformed in four months, and was “even” in two of the months. Full fiscal year results reflect that the Fund’s underperforming months severely lagged its peer-fund results and the benchmark, with a cumulative differential of -1,090 basis points. The four outperforming months by the Fund provided an average cumulative advantage of just 317 basis points—an insufficient amount for providing a material offset to the months of trailing performance.

For the most part, the Fund’s exposures to specific countries and regions of the world are not deliberately targeted. The majority of global funds do operate in that fashion—it’s more conventional to specialize in specific segments of the global marketplace versus our Fund’s approach of incorporating all global equities in its investable universe. The goal of the Leuthold Global Industries Fund is to build concentrated investments in attractive industries using stocks from an array of countries, and rotate exposure as different opportunities arise. We believe our country-impartial tactic will generate superior returns in the long run as it has the advantage to benefit from the increasingly interdependent global economy. While country focus is not a priority, we include a review of the Fund’s country exposures in the performance discussion as a means of dissecting how various positions contributed to return.

The Fund’s U.S. weight resided around the 50% level from October 2015 through March 2016, and then began to fall, ending the fiscal year at a weight of 37%. As the Fund’s U.S. stock coverage retreated, its Emerging Market holdings multiplied, moving from 5% of assets during the first six months, to a sizeable 21% position at fiscal year end. In comparison, the MSCI ACWI held U.S. stocks at around 51% for the full year, and generally maintained a fixed 90/10 percent mix of Developed versus Emerging Market exposure. The Fund’s ability to migrate up and down the spectrum, versus having preset target weights, demonstrates its dynamic approach against the essentially static construction of the MSCI ACWI. Unlike the benchmark, this flexibility enables the Fund to change focus and/or shift portfolio characteristics as the quantitative disciplines uncover new areas of value.

During the fiscal year, eight of the eleven broad-equity sector exposures in the Fund were productive, while two were relatively large detractors, and one was flat. On the negative side, Energy and Health Care sectors’ combined return contribution offset gains by -3.15%, versus the related MSCI ACWI sectors’ combined contribution of +2.07%. On the upside, Fund exposure in Telecom Services, Consumer Discretionary, Information Technology, and Utilities delivered +5.79% to return. Consumer Staples, Financials, Industrials, and Materials contributed an average of +0.5% each to the Fund, but of those, only Financials outperformed the associated MSCI ACWI group.

8	The Leuthold Funds - 2016 Annual Report

There were no consistent sector themes among the industry groups that provided a positive contribution to Fund return. The best performing allocations at the group level were: Developed Electric Utilities, Advertising, Developed Wireless Telecom Services, Auto Components, Road & Rail, and Food & Staples Retailing. Each of these also outperformed the related MSCI ACWI groups. Those groups detracting the most from Fund performance were Oil & Gas Refining/Marketing, Airlines, Homebuilding, Health Care Services & Technology, and Oil & Gas Exploration/Production.

On the whole, the Fund held investments among 34 countries outside the U.S., with an average of 23 country investments in any given month. Japan was by far the heaviest non-U.S. Developed Market allocation with an average monthly weight of 13%. This was followed by the United Kingdom at an average weight of 7%, Germany at 3.7%, France at 3.5%, and Canada with a 2.9% average weight. Of the Emerging Market constituents, the biggest country weights included investments in stocks from South Korea, Thailand, Taiwan, and South Africa (ranging from 0.7%-3.6% average monthly weights).

Looking at performance from a country perspective, the best results came from a mix of Developed Markets and Emerging Markets. The heaviest-weighted non-U.S. allotment, Japanese stocks, provided the highest contribution to return. Next in line were investments in South Korea, South Africa, Hong Kong, and India. All of these outperformed the corresponding country exposures in the MSCI ACWI. This tells us that within these Fund allocations, our industry-group weightings and/or stock selection within groups was higher-quality than the benchmark’s over this period.

Contrary to last fiscal year, the Fund did not profit from its U.S. equity overweight—it was the second-worst negative contributor following the U.K. allocation; these both had negative effects on return by amounts of -38 basis points and -117 basis points, respectively. The MSCI ACWI had a strong +8% effect from its U.S. equity allocation, and its U.K. exposure had flat results; hence, inferior sector/industry-group weights and/or stock selection, rather than the country allocations themselves, explain the Fund’s losses in its U.S. and U.K. investments. Much smaller detractors to Fund performance based on countries were Poland, Portugal, Ireland, and the Philippines (ranging between -6 basis points to -10 basis points). With the exception of Portugal, the negative impact from these country investments was due to both the country exposure as well as the industry group weightings and/or stock selection.

The Leuthold Global Industries Fund does not hedge against currency risk. It’s our practice to accept the effects of currency fluctuation rather than implement costly hedging programs that may, or may not, be additive to performance. Additionally, within our proprietary global-group model, the U.S. dollar-based relative strength components serve to help identify and capitalize on broad FX-market trends. In recent years, U.S. dollar strength has been a headwind for a global equity portfolio that does not hedge currency exposure, like ours, but over time this should balance out.

In summary, our global-investment process is distinctive in that it doesn’t build the portfolio by targeting particular countries. All exposures are by-products of the quantitative tactics. The approach attempts to identify attractive global opportunities and accumulate industry concentrations through stock investments from countries anywhere in the world. We believe the borderless approach has an advantage over traditional “locality” methodologies.

Grizzly Short Fund

This Fund is 100% short individual stocks, and is intended to profit when stock prices decline. For the fiscal year ended September 30, 2016, the Grizzly Short Fund produced a total return of -22.78%, outpacing the -24.33% Morningstar Bear Market fund average. The Fund lagged the S&P MidCap 400 and S&P 500 benchmark total returns of +15.33% and +15.43%, respectively. (When measured against these benchmark inverse results, the Grizzly Short Fund trailed each inverse by over 700 basis points).

The Leuthold Funds - 2016 Annual Report

The Grizzly Short Fund has a median-market capitalization of about $6 billion, whereas the S&P 500 is at $19 billion median-market capitalization, and the S&P MidCap 400 has a $4 billion median-market capitalization. Based on these size traits, the Fund corresponds more closely to the S&P MidCap 400. This can be an important factor when correlating Fund results with the S&P 500, as the $13 billion differential in market capitalization can often explain some of the performance deviation. However, over the past fiscal year this wasn’t a factor; the Grizzly Short Fund results trailed both benchmark inverses by a similar amount.

None of the Grizzly Short Fund’s sector allocations were additive for the fiscal year. Three of the four heaviest weights, Information Technology, Energy, and Health Care were the lead detractors to performance, with a collective -12% impact. Consumer Discretionary, Materials, and Industrials each tacked on roughly -2% to the loss. Three of the Fund’s smallest sector weights, Financials, Telecom Services, and Real Estate had a combined -1% contribution. Likewise, the S&P 500 inverse did not have any positive-contributing sector exposures. The Grizzly Short Fund’s allocations to Utilities, Real Estate, Financials, Telecom Services, and Consumer Staples all outperformed the sector allocations in the S&P 500 benchmark inverse, but the advantage in these was not enough to offset the larger relative losses of the Fund’s other sector exposures.

Out of close to 300 stocks that were held at one time or another over the course of the year, only around 80 had a positive contribution to return and served to offset losses by just over 1,150 basis points, combined. Although Energy, as a whole, was one of the Fund’s most significant sector detractors, it was a selectively prominent theme among the Fund’s biggest industry-group gainers, represented by Oil & Gas Storage/Transportation, Oil & Gas Equipment, and Oil & Gas Exploration/Production. Less pronounced themes at the group level that generated positive results were Biotechnology, Specialty Chemicals, Technology Hardware Storage & Peripherals, System Software, and Semiconductors.

There were a few noticeable leanings among the largest detractors based on industry-group exposure. Predictably, the majority of the Fund’s biggest industry-group detractors were from the sectors that delivered the most damage. The Information Technology sector contained the largest slice of the Fund’s downside, with Application Software, Systems Software, and Internet Software & Services the worst offenders. Ironically, Oil & Gas Exploration/Production stocks, which provided some of the Fund’s more pronounced winning positions, also supplied some of the biggest fiscal year losses. From the Materials sector, there were a couple of large detractors from the Steel industry, while the Health Care sector’s biggest losses were from stocks spread across a variety of sub-industry groups.

Having sector overweights and/or underweights can be a real advantage—or a great disadvantage as experienced the latest fiscal year when the Fund was mired with heavy weights in Information Technology, Health Care, Energy, and Consumer Discretionary; these were among the top performers in the S&P 500.

The Grizzly Short Fund is an extremely disciplined methodology, with stock positions monitored on a daily basis. High turnover is characteristic; sector concentrations and industry-group compositions have the potential to fluctuate considerably throughout the year, unlike the S&P 500 sector/group weights. 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. It’s unlikely that a relatively small number of stocks could have a substantial effect on Fund performance, as can occur in a cap-weighted index—the S&P 500’s FANG rally (Facebook, Amazon.com, Netflix, and Alphabet—formerly Google) being a recent example. Additional safeguards in the Fund include policies that trigger specific short-covering action, capturing gains, stop-loss tactics, and weighting limitations on sector and sub-industry group concentrations.

10	The Leuthold Funds - 2016 Annual Report

This past year the Fund fell far short of its objective to add value over an index short. At the same time, it did outperform its peer-fund average, which, as opposed to passive index benchmarks, contains funds that could be deemed as purer plays for which to measure results against. The market’s series of new price highs in recent months confirms that the bull market is in an extended-topping process, which has created a challenging environment for short-sellers. Market breadth will ultimately begin to deteriorate in advance of the final peak, a condition which should greatly benefit the Grizzly Short Fund. Considering elevated market valuations and the bull market’s extended age, a bear market should be expected in the next year or two. When that occurs, downside risk will be substantial, making for a relatively ideal environment for the Grizzly Short Fund to counterbalance the losses accumulated during the bull market years.

Investors who are not experienced in short-selling and who do not monitor for changing risk environments should consider one of our tactical asset-allocation funds: the Leuthold Core Investment Fund or the Leuthold Global Fund. These diversified, tactical Funds have the latitude to implement this short-selling strategy within their portfolio allocations to hedge downside equity risk when the stock market is viewed as overvalued and vulnerable to a correction.

IN CLOSING

The U.S. stock market experienced a powerful recovery in 2016 from its January-February plunge, and the S&P 500 never met the 20% minimum-loss threshold that defines a “bear market.” Our multi-factor analysis turned convincingly “positive” in April and new S&P 500 highs were achieved in July, and again in August, hence the seven-plus-year bull market is indeed still intact.

In spite of our near-to-intermediate term positive outlook, we acknowledge there are some red flags. For this late stage of the economic cycle, capital spending and housing activity are very sluggish, with few signs of excess in either. The current U.S. economic expansion entered its eighth year in August, and with the recent unemployment rate at 5%, we are at what most economists would consider full employment. Yet the Fed has chosen to largely maintain the hyper-stimulative policy stance that’s been in place since the most panic-inducing days of the 2008 financial crisis. We believe this crisis-based policy stance is a reason that business and investor sentiment remain so restrained at such an advanced stage of the economic and market cycles.

Some commentators have argued that the continued, subdued confidence of most economic players translates into a domestic expansion that will be much longer than the historical norm of five-to-six years. While the economy doesn’t yet exhibit pre-recession imbalances, the same can’t be said of the U.S. stock market. The S&P 500’s July breakout above its May 2015 high, followed by another new high in August, has driven some valuation measures to levels not observed since the late innings of 1990s’ Technology and Telecom mania. The S&P Industrials trades at 1.9x trailing twelve-month sales per share, higher than 95% of all observations since 1955, and “only” 20% below the Tech-bubble peak of 2.3x. So yes, there is historical precedent for U.S. valuations to rocket even higher, but that requires one to gamble on the repeat of a market mania that was followed by two bear markets that lost 50% or more in the following nine years.

The Leuthold Funds - 2016 Annual Report

In August, the S&P 500 reached a cycle-high P/E ratio of 21.8x, based on five-year normalized EPS. This is greater than 87% of all bull market readings since 1957. If the DJIA reaches a new high after December 15, 2016, it will become the second longest bull market, 1900-to-date, at 93 months; any high after March 15, 2017 would make it the longest running—surpassing the great 1921-29 bull market. The DJIA cumulative gain since March 2009 is somewhat less striking than its duration, at sixth in line of all bull markets 1900-to-date. With the current bull market’s duration at such a mature stage, accruing the additional gains needed to meaningfully advance in the performance ranks will be extremely difficult to accomplish, but we won’t categorically rule it out.

In terms of market memory, investors typically recall market swings over a period of about a year. From this perspective, investors have not suffered a year-over-year loss in blue-chip stocks for nearly seven years—the second longest “pain-free” episode of the last 100 years, exceeded only by the interminable era of the “Greenspan Put.” At this point, being in the midst of the third longest bull market in history, with a cumulative return of nearly +190%, it seems reasonable to expect that the final topping process will also be fairly long—and complex. The drawback to gaining more time on the upside is that there appears to be at least a small link between the length of a bull market advance and its ensuing demise. While the sample set is small, the stock market’s four lengthiest “overbought” episodes were all followed by bone-crushing bear markets.

Our equity portfolios have been underexposed to the bond-like stocks that have been the market leaders for the better part of the year, and our work now finds them (like bonds themselves) very overvalued. While stocks have thus far dodged a full-blown bear market, keep a close watch on the “safety” stocks; if they sustain leadership, view it as a bearish omen.

12	The Leuthold Funds - 2016 Annual Report

Our gut instincts and quantitative disciplines aren’t always in agreement, so while we’re currently long on equities, we’re light on conviction. Inevitably, high valuations—along with other evidence pointing to the bull market’s extreme maturity—advise that a major defensive-portfolio shift will again be appropriate in the next couple of years. At this stage, though, the breadth and momentum underlying recent action suggest that, at a minimum, such a move should be at least several months away. In the meantime, we expect to see “higher highs” in the S&P 500 and DJIA before the cycle turns.

We appreciate your interest in our Leuthold Funds. Please feel free to contact us if you have any comments or questions.

Sincerely,

Doug Ramsey, CFA, CMT CIO & Co-Portfolio Manager

Chun Wang, CFA, PRM Co-Portfolio Manager	Jun Zhu, CFA Co-Portfolio Manager	Greg Swenson, CFA Co-Portfolio Manager

Kristen Hendrickson, CFA Co-Portfolio Manager

The Leuthold Funds - 2016 Annual Report

The Leuthold Funds

Expense Examples – September 30, 2016 (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. These examples are 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 examples are based on an investment of $1,000 invested at the beginning of the period and held the entire period (April 1, 2016 – September 30, 2016).

Actual Expenses

The first line of the following tables provides information about actual account values and actual expenses. Although the Funds charge no sales load (the Leuthold Core Investment 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 examples include, but are not limited to, management fees, shareholder servicing fees, fund accounting, custody, and transfer agent fees. However, the following examples do 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 Examples for Comparison Purposes

The second line of the following tables 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 each 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 these 5% hypothetical examples with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the tables 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 - 2016 Annual Report

The Leuthold Funds

Expense Example Tables (Unaudited)

Leuthold Core Investment Fund - Retail Class - LCORX


	Beginning Account Value April 1, 2016	Ending Account Value September 30, 2016	Expenses Paid During Period^* April 1, 2016 - September 30, 2016
Actual**	$1,000.00	$1,009.50	$5.93
Hypothetical (5% return before expenses)***	1,000.00	1,019.10	5.96

*	Expenses are equal to the Fund’s annualized expense ratio of 1.18%, multiplied by the average account value over the period, multiplied by 183/366 to reflect the one-half year period.
**	Excluding dividends and interest on short positions, your actual cost of investment in the Fund would be $5.93 and the Fund’s annualized expense ratio would be 1.18%.
***	Excluding dividends and interest on short positions, your hypothetical cost of investment in the Fund would be $5.96 and the Fund’s annualized expense ratio would be 1.18%.

Leuthold Core Investment Fund - Institutional Class - LCRIX


	Beginning Account Value April 1, 2016	Ending Account Value September 30, 2016	Expenses Paid During Period^* April 1, 2016 - September 30, 2016
Actual**	$1,000.00	$1,010.60	$5.33
Hypothetical (5% return before expenses)***	1,000.00	1,019.70	5.35

*	Expenses are equal to the Fund’s annualized expense ratio of 1.06%, multiplied by the average account value over the period, multiplied by 183/366 to reflect the one-half year period.
**	Excluding dividends and interest on short positions, your actual cost of investment in the Fund would be $5.33 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 $5.35 and the Fund’s annualized expense ratio would be 1.06%.

Leuthold Global Fund - Retail Class - GLBLX

	Beginning Account Value April 1, 2016	Ending Account Value September 30, 2016	Expenses Paid During Period^* April 1, 2016 - September 30, 2016
Actual**	$1,000.00	$1,006.10	$8.02
Hypothetical (5% return before expenses)***	1,000.00	1,017.00	8.07

*	Expenses are equal to the Fund’s annualized expense ratio of 1.60%, multiplied by the average account value over the period, multiplied by 183/366 to reflect the one-half year period.
**	Excluding dividends and interest on short positions, your actual cost of investment in the Fund would be $7.97 and the Fund’s annualized expense ratio would be 1.59%.
***	Excluding dividends and interest on short positions, your hypothetical cost of investment in the Fund would be $8.02 and the Fund’s annualized expense ratio would be 1.59%.

Leuthold Global Fund - Institutional Class - GLBIX

	Beginning Account Value April 1, 2016	Ending Account Value September 30, 2016	Expenses Paid During Period^* April 1, 2016 - September 30, 2016
Actual**	$1,000.00	$1,007.10	$6.92
Hypothetical (5% return before expenses)***	1,000.00	1,018.10	6.96

*	Expenses are equal to the Fund’s annualized expense ratio of 1.38%, multiplied by the average account value over the period, multiplied by 183/366 to reflect the one-half year period.
**	Excluding dividends and interest on short positions, your actual cost of investment in the Fund would be $6.87 and the Fund’s annualized expense ratio would be 1.37%.
***	Excluding dividends and interest on short positions, your hypothetical cost of investment in the Fund would be $6.91 and the Fund’s annualized expense ratio would be 1.37%.

The Leuthold Funds - 2016 Annual Report

The Leuthold Funds

Expense Example Tables (Unaudited) (continued)

Leuthold Select Industries Fund - Retail Class - LSLTX

	Beginning Account Value April 1, 2016	Ending Account Value September 30, 2016	Expenses Paid During Period^* April 1, 2016 - September 30, 2016
Actual	$1,000.00	$1,009.10	$7.53
Hypothetical (5% return before expenses)	1,000.00	1,017.50	7.57

*	Expenses are equal to the Fund’s annualized expense ratio of 1.50%, multiplied by the average account value over the period, multiplied by 183/366 to reflect the one-half year period.

Leuthold Global Industries Fund - Retail Class - LGINX

	Beginning Account Value April 1, 2016	Ending Account Value September 30, 2016	Expenses Paid During Period^* April 1, 2016 - September 30, 2016
Actual	$1,000.00	$1,012.80	$7.55
Hypothetical (5% return before expenses)	1,000.00	1,017.50	7.57

*	Expenses are equal to the Fund’s annualized expense ratio of 1.50%, multiplied by the average account value over the period, multiplied by 183/366 to reflect the one-half year period.

Leuthold Global Industries Fund - Institutional Class - LGIIX

	Beginning Account Value April 1, 2016	Ending Account Value September 30, 2016	Expenses Paid During Period^* April 1, 2016 - September 30, 2016
Actual	$1,000.00	$1,013.50	$6.29
Hypothetical (5% return before expenses)	1,000.00	1,018.75	6.31

*	Expenses are equal to the Fund’s annualized expense ratio of 1.25%, multiplied by the average account value over the period, multiplied by 183/366 to reflect the one-half year period.

Grizzly Short Fund - GRZZX

	Beginning Account Value April 1, 2016	Ending Account Value September 30, 2016	Expenses Paid During Period^* April 1, 2016 - September 30, 2016
Actual^**	$1,000.00	$846.40	$11.03
Hypothetical (5% return before expenses)^***	1,000.00	1,013.05	12.03

*	Expenses are equal to the Fund’s annualized expense ratio of 2.39%, multiplied by the average account value over the period, multiplied by 183/366 to reflect the one-half year period.
**	Excluding dividends and interest on short positions, your actual cost of investment in the Fund would be $7.15 and the Fund’s annualized expense ratio would be 1.55%.
***	Excluding dividends and interest on short positions, your hypothetical cost of investment in the Fund would be $7.82 and the Fund’s annualized expense ratio would be 1.55%.

16	The Leuthold Funds - 2016 Annual Report

The Leuthold Funds

(Unaudited)

Leuthold Core Investment Fund

Allocation of Portfolio Holdings

September 30, 2016

Leuthold Global Fund

Allocation of Portfolio Holdings

September 30, 2016

The Leuthold Funds - 2016 Annual Report

The Leuthold Funds

(Unaudited)

Leuthold Select Industries Fund

Allocation of Portfolio Holdings

September 30, 2016*

Leuthold Global Industries Fund

Allocation of Portfolio Holdings

September 30, 2016*

* Excludes short-term investments less than 5% of net assets.

18	The Leuthold Funds - 2016 Annual Report

The Leuthold Funds

(Unaudited)

Grizzly Short Fund

Allocation of Securities Sold Short

September 30, 2016

The Leuthold Funds - 2016 Annual Report

Leuthold Core Investment Fund - Retail Class - LCORX

(Unaudited)

Average Annual Rate of Return For Periods Ended
September 30, 2016


	1 Year	3 Year	5 Year	10 Year	Since Inception

Leuthold Core Investment Fund - Retail Class - LCORX	1.76%	5.68%	7.90%	5.26%	8.32%
Lipper Flexible Portfolio Funds Index	9.79%	4.63%	8.64%	5.25%	6.25%
S&P 500 Index	15.43%	11.16%	16.37%	7.24%	8.40%

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

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 September 30, 2006. 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.

20	The Leuthold Funds - 2016 Annual Report

Leuthold Core Investment Fund - Institutional Class - LCRIX

(Unaudited)

Average Annual Rate of Return For Periods Ended

September 30, 2016


	1 Year	3 Year	5 Year	Since Inception

Leuthold Core Investment Fund - Institutional Class - LCRIX	1.93%	5.79%	8.00%	5.38%
Lipper Flexible Portfolio Funds Index	9.79%	4.63%	8.64%	5.25%
S&P 500 Index	15.43%	11.16%	16.37%	7.24%

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

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 September 30, 2006. 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 - 2016 Annual Report

Leuthold Global Fund - Retail Class - GLBLX

(Unaudited)

Average Annual Rate of Return For Periods Ended
September 30, 2016


	1 Year	3 Year	5 Year	Since Inception

Leuthold Global Fund - Retail Class - GLBLX	1.89%	2.65%	6.46%	4.26%
MSCI ACWI	12.60%	5.74%	11.23%	4.89%
Barclays Global Aggregate Index	8.84%	2.13%	1.74%	3.37%
S&P 500 Index	15.43%	11.16%	16.37%	8.90%

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

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. The MSCI ACWI consists of 46 country indices comprising 23 developed and 23 emerging market country indices. The developed market country indices included are: Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, 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, Greece, Hungary, India, Indonesia, Korea, Malaysia, Mexico, Peru, Philippines, Poland, Qatar, Russia, South Africa, Taiwan, Thailand, Turkey, and United Arab Emirates.

The Barclays Global Aggregate Index provides a broad-based measure of the global investment grade fixed-rate debt markets. It is comprised of the U.S. Aggregate, Pan-European Aggregate, the Asian-Pacific Aggregate Indices, and the Canadian Aggregate Indices. It also includes a wide range of standard and customized sub-indices by liquidity constraint, sector, quality, and maturity.

This chart assumes an initial gross investment of $10,000 made on July 1, 2008 (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.

22	The Leuthold Funds - 2016 Annual Report

Leuthold Global Fund - Institutional Class - GLBIX

(Unaudited)

Average Annual Rate of Return For Periods Ended

September 30, 2016


	1 Year	3 Year	5 Year	Since Inception

Leuthold Global Fund - Institutional Class - GLBIX	2.18%	2.87%	6.69%	4.27%
MSCI ACWI	12.60%	5.74%	11.23%	3.84%
Barclays Global Aggregate Index	8.84%	2.13%	1.74%	3.15%
S&P 500 Index	15.43%	11.16%	16.37%	7.80%

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

This chart assumes an initial gross investment of $1,000,000 made on April 30, 2008 (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 - 2016 Annual Report

Leuthold Select Industries Fund - LSLTX

(Unaudited)

Average Annual Rate of Return For Periods Ended

September 30, 2016


	1 Year	3 Year	5 Year	10 Year	Since Inception

Leuthold Select Industries Fund - LSLTX	2.09%	8.89%	15.17%	5.89%	7.19%
Russell 2000 Index	15.47%	6.71%	15.82%	7.07%	6.93%
Lipper Multi-Cap Core Funds Index	13.45%	8.69%	14.81%	6.67%	4.55%
S&P 500 Index	15.43%	11.16%	16.37%	7.24%	4.36%

A $10,000 investment in the Leuthold Select Industries Fund - LSLTX

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.

24	The Leuthold Funds - 2016 Annual Report

Leuthold Global Industries Fund - Retail Class - LGINX

(Unaudited)

Average Annual Rate of Return For Periods Ended

September 30, 2016


	1 Year	3 Year	5 Year	Since Inception

Leuthold Global Industries Fund - Retail Class - LGINX	3.24%	3.97%	11.55%	8.75%
MSCI ACWI	12.60%	5.74%	11.23%	9.02%
Lipper Global Multi-Cap Value Index	9.44%	3.35%	10.13%	8.28%
S&P 500 Index	15.43%	11.16%	16.37%	13.04%

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

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 May 17, 2010 (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 - 2016 Annual Report

Leuthold Global Industries Fund - Institutional Class - LGIIX

(Unaudited)

Average Annual Rate of Return For Periods Ended

September 30, 2016


	1 Year	3 Year	5 Year	Since Inception

Leuthold Global Industries Fund - Institutional Class - LGIIX	3.47%	4.22%	11.84%	9.04%
MSCI ACWI	12.60%	5.74%	11.23%	9.02%
Lipper Global Multi-Cap Value Index	9.44%	3.35%	10.13%	8.28%
S&P 500 Index	15.43%	11.16%	16.37%	13.04%

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

This chart assumes an initial gross investment of $1,000,000 made on May 17, 2010 (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 - 2016 Annual Report

Grizzly Short Fund - GRZZX

(Unaudited)

Average Annual Rate of Return For Periods Ended
September 30, 2016


	1 Year		3 Year		5 Year		10 Year		Since Inception

Grizzly Short Fund - GRZZX	(22.78	)%	(10.44	)%	(17.50	)%	(11.15	)%	(7.29	)%
Lipper Dedicated Short Bias Funds Index	(28.65	)%	(18.72	)%	(24.29	)%	(16.06	)%	n/a	*
S&P MidCap 400 Index	15.33	%	9.35	%	16.50	%	9.11	%	8.63	%
S&P 500 Index	15.43	%	11.16	%	16.37	%	7.24	%	4.63	%

A $10,000 investment in the Grizzly Short Fund - GRZZX

* Index was introduced in July 2003.

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 net 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.

The Leuthold Funds - 2016 Annual Report

The Leuthold Funds

Statements of Assets and Liabilities

September 30, 2016

	Leuthold
	Core		Leuthold		Leuthold
	Investment		Global		Select
	Fund		Fund		Industries
	(Consolidated)		(Consolidated)		Fund
ASSETS:
Investments, at cost	$	806,462,300	$	172,629,510	$	10,273,926

Investments, at fair value		903,887,936		182,156,477		12,654,801
Foreign currency (cost $23,119, $33,712 and $0, respectively)		23,043		33,695		—
Receivable for Fund shares sold		334,274		71,910		4,952
Due from broker		21,481		4,496		—
Tri-party collateral held at custodian		1		1		—
Interest receivable		866,115		228,842		21
Dividends receivable		208,014		589,056		4,039
Other assets		34,707		16,169		12,518
Total Assets		905,375,571		183,100,646		12,676,331

LIABILITIES:
Payable for Fund shares redeemed		602,537		95,991		4,821
Payable to Adviser		670,184		166,498		9,047
Payable to Custodian		21,309		10,104		2,012
Payable to Directors		32,385		7,219		468
Distribution (Rule 12b-1) fees payable		7,361		41,296		—
Shareholder servicing fees payable		79,971		—		1,368
Accrued expenses and other liablities		267,805		114,822		27,724
Total Liabilities		1,681,552		435,930		45,440
NET ASSETS	$	903,694,019	$	182,664,716	$	12,630,891

The Leuthold Funds - 2016 Annual Report

See Notes to the Financial Statements.

The Leuthold Funds

Statements of Assets and Liabilities (continued)

September 30, 2016

	Leuthold
	Core			Leuthold			Leuthold
	Investment			Global			Select
	Fund			Fund			Industries
	(Consolidated)			(Consolidated)			Fund
NET ASSETS CONSIST OF:
Capital stock	$	814,091,396		$	162,952,603		$	10,923,668
Accumulated net investment loss		(471,749	)		(286,740	)		(12,282	)
Accumulated net realized gain (loss) on investments and securities sold short		(7,357,181	)		10,514,240			(661,370	)
Net unrealized appreciation on investments and securities sold short		97,431,553			9,484,613			2,380,875
Total Net Assets	$	903,694,019		$	182,664,716		$	12,630,891

Retail Class Shares
Net assets	$	524,731,192		$	78,743,516		$	12,630,891
Shares outstanding (1,000,000,000 shares of $0.0001 par value authorized)		29,061,460			7,986,198			589,958
Net Asset Value, Redemption Price, and Offering Price Per Share	$	18.06	*	$	9.86	*	$	21.41

Institutional Class Shares
Net assets	$	378,962,827		$	103,921,200			n/a
Shares outstanding (1,000,000,000 shares of $0.0001 par value authorized)		20,965,319			10,445,342			n/a
Net Asset Value, Redemption Price, and Offering Price Per Share	$	18.08	*	$	9.95	*		n/a

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

See Notes to the Financial Statements.

The Leuthold Funds - 2016 Annual Report

The Leuthold Funds

Statements of Assets and Liabilities (continued)

September 30, 2016

	Leuthold
	Global		Grizzly
	Industries		Short
	Fund		Fund
ASSETS:
Investments, at cost	$	10,782,755	$	147,779,418

Investments, at fair value		11,667,155		147,779,418
Foreign currency (cost $4,306 and $0, respectively)		4,304		—
Receivable for Fund shares sold		2,621		2,647,808
Collateral at broker for securities sold short		—		181,727,291
Tri-party collateral held at custodian		—		26,500,001
Interest receivable		4		34,040
Dividends receivable		45,265		—
Receivable from Adviser		5,464		—
Other assets		14,788		36,325
Total Assets		11,739,601		358,724,883

LIABILITIES:
Securities sold short, at fair value (proceeds $0 and $169,417,975, respectively)		—		173,111,988
Payable for investments purchased		—		6,821,662
Payable for Fund shares redeemed		59,491		164,628
Payable to Adviser		—		187,802
Payable to Custodian		11,807		2,303
Payable to Directors		457		9,471
Dividends payable on securities sold short		—		99,523
Distribution (Rule 12b-1) fees payable		1,457		—
Shareholder servicing fees payable		—		23,446
Accrued expenses and other liablities		30,890		92,216
Total Liabilities		104,102		180,513,039
NET ASSETS	$	11,635,499	$	178,211,844

The Leuthold Funds - 2016 Annual Report

See Notes to the Financial Statements.

The Leuthold Funds

Statements of Assets and Liabilities (continued)

September 30, 2016

	Leuthold
	Global			Grizzly
	Industries			Short
	Fund			Fund
NET ASSETS CONSIST OF:
Capital stock	$	10,495,100		$	391,128,076
Accumulated net investment income (loss)		44,728			(4,870,403	)
Accumulated net realized gain (loss) on investments and securities sold short		214,060			(204,351,824	)
Net unrealized appreciation (depreciation) on investments and securities sold short		881,611			(3,694,005	)
Total Net Assets	$	11,635,499		$	178,211,844

Retail Class Shares
Net assets	$	1,833,241		$	178,211,844
Shares outstanding (1,000,000,000 shares of $0.0001 par value authorized)		117,233			28,892,853
Net Asset Value, Redemption Price, and Offering Price Per Share	$	15.64	*	$	6.17

Institutional Class Shares
Net assets	$	9,802,258			n/a
Shares outstanding (1,000,000,000 shares of $0.0001 par value authorized)		624,277			n/a
Net Asset Value, Redemption Price, and Offering Price Per Share	$	15.70	*		n/a

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

See Notes to the Financial Statements.

The Leuthold Funds - 2016 Annual Report

The Leuthold Funds

Statements of Operations

For the Year Ended September 30, 2016

	Leuthold
	Core			Leuthold		Leuthold
	Investment			Global		Select
	Fund			Fund		Industries
	(Consolidated)			(Consolidated)		Fund
INVESTMENT INCOME:
Dividend income (net of foreign taxes withheld of $113,017, $223,705, and $484, respectively)	$	9,030,497		$	3,429,317	$	203,020
Interest income		2,026,465			581,518		230
Total investment income		11,056,962			4,010,835		203,250


EXPENSES:
Investment advisory fees (Note 3)		8,231,097			2,641,953		133,445
Administration fees		379,181			103,002		7,387
Transfer agent fees		336,572			212,298		6,012
Legal fees		47,610			22,392		390
Audit fees		74,273			52,001		20,892
Fund accounting fees		138,375			45,719		6,268
Custody fees		114,287			69,060		11,084
Shareholder servicing fees-Retail Class		641,041			—		12,671
Registration fees		57,475			40,839		26,184
Report to shareholders		105,118			23,285		2,284
Directors’ fees		119,158			28,920		1,739
Distribution (Rule 12b-1) fees-Retail Class (Note 4)		—			210,923		—
Other		53,777			20,055		1,476

Total expenses before dividends and interest on securities sold short and reimbursement from Adviser		10,297,964			3,470,447		229,832
Dividends and interest on securities sold short		1,079,935			512,082		—

Total expenses before reimbursement from Adviser		11,377,899			3,982,529		229,832
Reimbursement from Adviser (Note 3)		—			—		(29,664	)
Total expenses		11,377,899			3,982,529		200,168
NET INVESTMENT INCOME (LOSS)	$	(320,937	)	$	28,306	$	3,082

The Leuthold Funds - 2016 Annual Report

See Notes to the Financial Statements.

The Leuthold Funds

Statements of Operations (continued)

For the Year Ended September 30, 2016

	Leuthold
	Core			Leuthold			Leuthold
	Investment			Global			Select
	Fund			Fund			Industries
	(Consolidated)			(Consolidated)			Fund
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS, INVESTMENT COMPANIES, SECURITIES SOLD SHORT, AND FOREIGN CURRENCY AND FOREIGN CURRENCY TRANSLATION:
Net realized gain (loss) on:
Investments	$	9,971,614		$	10,776,200		$	342,100
Investment companies		575,406			59,009			—
Realized gain distributions received from investment companies		148,136			59,386			—
Securities sold short		20,293,502			6,086,448			—
Foreign currency and foreign currency translation		(738,475	)		(638,946	)		—
Net unrealized appreciation (depreciation) during the period on:
Investments		726,244			(19,895,126	)		(136,672	)
Investment companies		4,577,930			1,165,118			—
Securities sold short		(24,274,805	)		(7,735,915	)		—
Foreign currency and foreign currency translation		6,451,186			13,119,631			—

Net realized and unrealized gain on investments, investment companies, securities sold short, and foreign currency and foreign currency translation		17,730,738			2,995,805			205,428

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	17,409,801		$	3,024,111		$	208,510

See Notes to the Financial Statements.

The Leuthold Funds - 2016 Annual Report

The Leuthold Funds

Statements of Operations (continued)

For the Year Ended September 30, 2016

	Leuthold
	Global			Grizzly
	Industries			Short
	Fund			Fund
INVESTMENT INCOME:
Dividend income (net of foreign taxes withheld of $24,227 and $0, respectively)	$	337,157		$	596
Interest income		146			403,404
Total investment income		337,303			404,000

EXPENSES:
Investment advisory fees (Note 3)		149,853			3,416,889
Administration fees		10,147			123,886
Transfer agent fees		17,271			101,338
Legal fees		12,237			8,428
Audit fees		21,567			21,347
Fund accounting fees		14,469			39,513
Custody fees		50,634			15,745
Shareholder servicing fees-Retail Class		—			278,108
Registration fees		33,759			57,769
Report to shareholders		1,286			38,303
Directors’ fees		1,751			41,336
Distribution (Rule 12b-1) fees-Retail Class (Note 4)		7,948			—
Other		1,401			12,580

Total expenses before dividends and interest on securities sold short and reimbursement from Adviser		322,323			4,155,242
Dividends and interest on securities sold short		—			3,079,885

Total expenses before reimbursement from Adviser		322,323			7,235,127
Reimbursement from Adviser (Note 3)		(127,058	)		—
Total expenses		195,265			7,235,127
NET INVESTMENT INCOME (LOSS)	$	142,038		$	(6,831,127	)

The Leuthold Funds - 2016 Annual Report

See Notes to the Financial Statements.

The Leuthold Funds

Statements of Operations (continued)

For the Year Ended September 30, 2016

	Leuthold
	Global			Grizzly
	Industries			Short
	Fund			Fund
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS, INVESTMENT COMPANIES, SECURITIES SOLD SHORT, AND FOREIGN CURRENCY AND FOREIGN CURRENCY TRANSLATION:
Net realized gain (loss) on:
Investments	$	890,650		$	—
Investment companies		8,777			—
Securities sold short		—			(41,558,436	)
Foreign currency and foreign currency translation		(8,512	)		(623	)
Net unrealized appreciation (depreciation) during the period on:
Investments		(2,115,262	)		—
Securities sold short		—			(31,216,958	)
Foreign currency and foreign currency translation		1,417,837			(19	)

Net realized and unrealized gain (loss) on investments, investment companies, securities sold short, and foreign currency and foreign currency translation		193,490			(72,776,036	)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	335,528		$	(79,607,163	)

See Notes to the Financial Statements.

The Leuthold Funds - 2016 Annual Report

Leuthold Core Investment Fund

Statements of Changes in Net Assets (Consolidated)


	Year Ended September 30, 2016			Year Ended September 30, 2015
OPERATIONS:
Net investment loss	$	(320,937	)	$	(133,769	)
Net realized gain on investments, investment companies, securities sold short, and foreign currency and foreign currency translation		30,250,183			23,660,377
Net unrealized appreciation (depreciation) on investments, investment companies, securities sold short, and foreign currency and foreign currency translation		(12,519,445	)		9,261,932
Net increase in net assets from operations		17,409,801			32,788,540

DISTRIBUTIONS TO SHAREHOLDERS:
From net investment income - Retail Class		—			(881,875	)
From net investment income - Institutional Class		—			(611,265	)
From net realized gain - Retail Class		(21,888,252			(32,333,003	)
From net realized gain - Institutional Class		(11,929,481	)		(16,538,702	)
Total distributions		(33,817,733	)		(50,364,845	)

CAPITAL SHARE TRANSACTIONS:
Proceeds from shares sold - Retail Class		146,481,681			132,613,706
Proceeds from shares sold - Institutional Class		154,167,792			61,725,745
Proceeds from shares issued to holders in reinvestment of dividends - Retail Class		20,756,438			30,522,665
Proceeds from shares issued to holders in reinvestment of dividends - Institutional Class		9,925,183			15,360,559
Cost of shares redeemed - Retail Class*		(194,753,275	)		(156,296,187	)
Cost of shares redeemed - Institutional Class**		(74,750,814	)		(53,881,449	)
Net increase in net assets from capital share transactions		61,827,005			30,045,039

TOTAL INCREASE IN NET ASSETS:		45,419,073			12,468,734
NET ASSETS
Beginning of year		858,274,946			845,806,212
End of year (including accumulated net investment loss of $(471,749) and $(3,075,461), respectively)	$	903,694,019		$	858,274,946

CHANGES IN SHARES OUTSTANDING:
Shares sold - Retail Class		8,190,260			7,109,827
Shares sold - Institutional Class		8,670,133			3,309,482
Shares issued to holders in reinvestment of dividends - Retail Class		1,170,696			1,674,734
Shares issued to holders in reinvestment of dividends - Institutional Class		559,796			842,574
Shares redeemed - Retail Class		(10,924,985	)		(8,349,503	)
Shares redeemed - Institutional Class		(4,194,560	)		(2,897,629	)
Net increase in shares outstanding		3,471,340			1,689,485

* Net of redemption fees of (Retail Class):	$	974		$	2,158
** Net of redemption fees of (Institutional Class):	$	580		$	840

The Leuthold Funds - 2016 Annual Report

See Notes to the Financial Statements.

Leuthold Global Fund

Statements of Changes in Net Assets (Consolidated)


	Year Ended September 30, 2016			Year Ended September 30, 2015
OPERATIONS:
Net investment income (loss)	$	28,306		$	(533,152	)
Net realized gain on investments, investment companies, securities sold short, and foreign currency and foreign currency translation		16,342,097			7,060,765
Net unrealized depreciation on investments, investment companies, securities sold short, and foreign currency and foreign currency translation		(13,346,292	)		(10,109,509	)
Net increase (decrease) in net assets from operations		3,024,111			(3,581,896	)


DISTRIBUTIONS TO SHAREHOLDERS:
From net investment income - Retail Class		—			(340,708	)
From net investment income - Institutional Class		—			(672,591	)
From net realized gain - Retail Class		(3,376,271	)		(12,379,966	)
From net realized gain - Institutional Class		(7,894,959	)		(22,442,402	)
Total distributions		(11,271,230	)		(35,835,667	)

CAPITAL SHARE TRANSACTIONS:
Proceeds from shares sold - Retail Class		11,179,273			14,218,797
Proceeds from shares sold - Institutional Class		21,291,279			49,314,715
Proceeds from shares issued to holders in reinvestment of dividends - Retail Class		3,127,382			10,783,977
Proceeds from shares issued to holders in reinvestment of dividends - Institutional Class		6,958,006			19,485,582
Cost of shares redeemed - Retail Class*		(28,796,025	)		(46,976,808	)
Cost of shares redeemed - Institutional Class**		(136,372,209	)		(56,338,255	)
Net decrease in net assets from capital share transactions		(122,612,294	)		(9,511,992	)

TOTAL DECREASE IN NET ASSETS:		(130,859,413	)		(48,929,555	)
NET ASSETS
Beginning of year		313,524,129			362,453,684
End of year (including accumulated net investment loss of $(286,740) and $(1,708,823), respectively)	$	182,664,716		$	313,524,129

CHANGES IN SHARES OUTSTANDING:
Shares sold - Retail Class		1,173,955			1,368,258
Shares sold - Institutional Class		2,166,720			4,719,674
Shares issued to holders in reinvestment of dividends - Retail Class		319,773			1,047,133
Shares issued to holders in reinvestment of dividends - Institutional Class		706,397			1,882,934
Shares redeemed - Retail Class		(2,978,066	)		(4,530,705	)
Shares redeemed - Institutional Class		(14,065,895	)		(5,395,983	)
Net decrease in shares outstanding		(12,677,116	)		(908,689	)

* Net of redemption fees of (Retail Class):	$	80		$	5
** Net of redemption fees of (Institutional Class):	$	332		$	61

See Notes to the Financial Statements.

The Leuthold Funds - 2016 Annual Report

Leuthold Select Industries Fund

Statements of Changes in Net Assets

	Year Ended			Year Ended
	September 30, 2016			September 30, 2015
OPERATIONS:
Net investment income (loss)	$	3,082		$	(16,784	)
Net realized gain on investments		342,100			438,489
Net unrealized appreciation (depreciation) on investments		(136,672	)		67,947
Net increase in net assets from operations		208,510			489,652

DISTRIBUTIONS TO SHAREHOLDERS:
From net investment income		(5,500	)		—
From net realized gain		(168,405	)		—
Return of capital		(14,196	)		—
Total distributions		(188,101	)		—

CAPITAL SHARE TRANSACTIONS:
Proceeds from shares sold		3,320,362			4,004,323
Proceeds from shares issued to holders in reinvestment of dividends		179,407			—
Cost of shares redeemed		(3,513,432	)		(6,847,281	)
Net decrease in net assets from capital share transactions		(13,663	)		(2,842,958	)

TOTAL INCREASE (DECREASE) IN NET ASSETS:		6,746			(2,353,306	)
NET ASSETS
Beginning of year		12,624,145			14,977,451
End of year (including accumulated net investment loss of $(12,282) and $(10,858), respectively)	$	12,630,891		$	12,624,145

CHANGES IN SHARES OUTSTANDING:
Shares sold		153,554			182,612
Shares issued to holders in reinvestment of dividends		8,230			—
Shares redeemed		(165,408	)		(337,234	)
Net decrease in shares outstanding		(3,624	)		(154,622	)

The Leuthold Funds - 2016 Annual Report

See Notes to the Financial Statements.

Leuthold Global Industries Fund

Statements of Changes in Net Assets


	Year Ended September 30, 2016			Year Ended September 30, 2015
OPERATIONS:
Net investment income	$	142,038		$	100,793
Net realized gain on investments, investment companies, and foreign currency and foreign currency translation		890,915			31,422
Net unrealized depreciation on investments, investment companies, and foreign currency and foreign currency translation		(697,425	)		(1,023,179	)
Net increase (decrease) in net assets from operations		335,528			(890,964	)

DISTRIBUTIONS TO SHAREHOLDERS:
From net investment income - Retail Class		(14,390	)		(17,120	)
From net investment income - Institutional Class		(86,040	)		(102,799	)
From net realized gain - Retail Class		(178,645	)		(104,608	)
From net realized gain - Institutional Class		(459,259	)		(275,949	)
Total distributions		(738,334	)		(500,476	)

CAPITAL SHARE TRANSACTIONS:
Proceeds from shares sold - Retail Class		192,819			3,049,083
Proceeds from shares sold - Institutional Class		1,135,550			5,607,530
Proceeds from shares issued to holders in reinvestment of dividends - Retail Class		94,645			48,923
Proceeds from shares issued to holders in reinvestment of dividends - Institutional Class		526,731			335,791
Cost of shares redeemed - Retail Class*		(3,211,663	)		(8,969,353	)
Cost of shares redeemed - Institutional Class**		(5,988,415	)		(7,596,952	)
Net decrease in net assets from capital share transactions		(7,250,333	)		(7,524,978	)

TOTAL DECREASE IN NET ASSETS:		(7,653,139	)		(8,916,418	)
NET ASSETS
Beginning of year		19,288,638			28,205,056
End of year (including accumulated net investment income of $44,728 and $2,263, respectively)	$	11,635,499		$	19,288,638

CHANGES IN SHARES OUTSTANDING:
Shares sold - Retail Class		12,597			181,239
Shares sold - Institutional Class		73,605			325,132
Shares issued to holders in reinvestment of dividends - Retail Class		5,919			2,922
Shares issued to holders in reinvestment of dividends - Institutional Class		32,914			19,862
Shares redeemed - Retail Class		(219,631	)		(551,950	)
Shares redeemed - Institutional Class		(384,166	)		(456,776	)
Net decrease in shares outstanding		(478,762	)		(479,571	)

* Net of redemption fees of (Retail Class):	$	—		$	547
** Net of redemption fees of (Institutional Class):	$	—		$	646

See Notes to the Financial Statements.

The Leuthold Funds - 2016 Annual Report

Grizzly Short Fund

Statements of Changes in Net Assets


	Year Ended September 30, 2016				Year Ended September 30, 2015
OPERATIONS:
Net investment loss		$	(6,831,127	)	$	(2,625,559	)
Net realized loss on securities sold short and foreign currency and foreign currency translation			(41,559,059	)		(2,548,779	)
Net unrealized appreciation (depreciation) on securities sold short and foreign currency and foreign currency translation			(31,216,977	)		23,766,071
Net increase (decrease) in net assets from operations			(79,607,163	)		18,591,733

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

CAPITAL SHARE TRANSACTIONS:
Proceeds from shares sold			400,472,363			249,956,491
Cost of shares redeemed			(408,496,540	)		(74,887,247	)
Net increase (decrease) in net assets from capital share transactions			(8,024,177	)		175,069,244

TOTAL INCREASE (DECREASE) IN NET ASSETS:			(87,631,340	)		193,660,977
NET ASSETS
Beginning of year			265,843,184			72,182,207
End of year (including accumulated net investment loss of $(4,870,403) and $(2,119,768), respectively)		$	178,211,844		$	265,843,184

CHANGES IN SHARES OUTSTANDING:
Shares sold			53,022,634			33,837,165
Shares redeemed			(57,419,840	)		(10,345,026	)
Net increase (decrease) in shares outstanding			(4,397,206	)		23,492,139

The Leuthold Funds - 2016 Annual Report

See Notes to the Financial Statements.

Leuthold Core Investment Fund - Retail - LCORX

Financial Highlights (Consolidated)

	Year Ended			Year Ended			Year Ended			Year Ended			Year Ended
	September 30,			September 30,			September 30,			September 30,			September 30,
	2016			2015			2014			2013			2012
	(Consolidated)			(Consolidated)			(Consolidated)			(Consolidated)			(Consolidated)

Per Share Data⁽¹⁾:
Net asset value, beginning of year	$	18.44		$	18.85		$	18.29		$	16.78		$	15.50
Income (loss) from investment operations:
Net investment income (loss)⁽²⁾		(0.01	)		(0.01	)		0.01			0.09			0.11
Net realized and unrealized gain (loss) on investments and securities sold short		0.32			0.76			2.02			1.78			1.62
Total from investment operations		0.31			0.75			2.03			1.87			1.73

Less distributions:
From net investment income		—			(0.03	)		(0.21	)		(0.23	)		(0.16	)
From net realized gain		(0.69	)		(1.13	)		(1.26	)		(0.13	)		(0.29	)
Redemption fees⁽³⁾		0.00			0.00			0.00			0.00			0.00
Total distributions		(0.69	)		(1.16	)		(1.47	)		(0.36	)		(0.45	)
Net asset value, end of year	$	18.06		$	18.44		$	18.85		$	18.29		$	16.78

Total Return		1.76	%		4.03	%		11.49	%		11.29	%		11.34	%

Supplemental data and ratios:
Net assets, end of year	$	524,731,192		$	564,608,599		$	569,237,299		$	409,043,691		$	527,760,001
Ratio of expenses to average net assets⁽⁴⁾		1.29	%		1.30	%		1.28	%		1.28	%		1.22	%
Ratio of net investment income (loss) to average net assets⁽⁵⁾		(0.08	)%		(0.05	)%		0.04	%		0.49	%		0.69	%
Portfolio turnover rate ⁽⁶⁾		109.32	%		78.96	%		80.65	%		105.28	%		149.17	%

(1)	For a share outstanding throughout the period. Rounded to the nearest cent.

(2)	Net investment income (loss) per share is calculated based on average shares outstanding.

(3)	Amount represents less than $0.005 per share.

(4)

The ratio of expenses to average net assets includes dividends and interest on securites sold short. The expense ratios excluding dividends and interest on securities sold short were 1.17% for the year ended September 30, 2016, 1.16% for the year ended September 30, 2015, 1.15% for the year ended September 30, 2014, 1.16% for the year ended September 30, 2013, and 1.14% for the year ended September 30, 2012.

(5)	The net investment income ratios include dividends and interest on securities sold short.

(6)	The portfolio turnover rate excludes purchases and sales of securities sold short.

See Notes to the Financial Statements.

The Leuthold Funds - 2016 Annual Report

Leuthold Core Investment Fund - Institutional - LCRIX

Financial Highlights (Consolidated)

	Year Ended			Year Ended			Year Ended			Year Ended			Year Ended
	September 30,			September 30,			September 30,			September 30,			September 30,
	2016			2015			2014			2013			2012
	(Consolidated)			(Consolidated)			(Consolidated)			(Consolidated)			(Consolidated)

Per Share Data⁽¹⁾:
Net asset value, beginning of year	$	18.43		$	18.85		$	18.28		$	16.77		$	15.50
Income from investment operations:
Net investment income⁽²⁾		0.01			0.01			0.03			0.11			0.12
Net realized and unrealized gain on investments and securities sold short		0.33			0.74			2.03			1.78			1.62
Total from investment operations		0.34			0.75			2.06			1.89			1.74

Less distributions:
From net investment income		—			(0.04	)		(0.23	)		(0.25	)		(0.18	)
From net realized gain		(0.69	)		(1.13	)		(1.26	)		(0.13	)		(0.29	)
Redemption fees		0.00	⁽³⁾		0.00	⁽³⁾		—			—			0.00	⁽³⁾
Total distributions		(0.69	)		(1.17	)		(1.49	)		(0.38	)		(0.47	)
Net asset value, end of year	$	18.08		$	18.43		$	18.85		$	18.28		$	16.77

Total Return		1.93	%		4.03	%		11.66	%		11.42	%		11.40	%

Supplemental data and ratios:
Net assets, end of year	$	378,962,827		$	293,666,347		$	276,568,913		$	196,501,094		$	263,572,111
Ratio of expenses to average net assets⁽⁴⁾		1.17	%		1.20	%		1.18	%		1.17	%		1.11	%
Ratio of net investment income to average net assets⁽⁵⁾		0.04	%		0.05	%		0.14	%		0.60	%		0.80	%
Portfolio turnover rate ⁽⁶⁾		109.32	%		78.96	%		80.65	%		105.28	%		149.17	%

(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)	Amount represents less than $0.005 per share.

(4)

The ratio of expenses to average net assets includes dividends and interest on securites sold short. The expense ratios excluding dividends and interest on securities sold short were 1.05% for the year ended September 30, 2016, 1.06% for the year ended September 30, 2015, 1.06% for the year ended September 30, 2014, 1.06% for the year ended September 30, 2013, and 1.03% for the year ended September 30, 2012.

(5)	The net investment income ratios include dividends and interest on securities sold short.

(6)	The portfolio turnover rate excludes purchases and sales of securities sold short.

The Leuthold Funds - 2016 Annual Report

See Notes to the Financial Statements.

Leuthold Global Fund - Retail - GLBLX

Financial Highlights (Consolidated)

	Year Ended			Year Ended			Year Ended			Year Ended			Year Ended
	September 30,			September 30,			September 30,			September 30,			September 30,
	2016			2015			2014			2013			2012
	(Consolidated)			(Consolidated)			(Consolidated)			(Consolidated)			(Consolidated)

Per Share Data⁽¹⁾:
Net asset value, beginning of year	$	10.03		$	11.29		$	11.65		$	10.24		$	9.52
Income (loss) from investment operations:
Net investment income (loss)		(0.01	)⁽²⁾		(0.03	)⁽²⁾		0.03	⁽²⁾		0.07	⁽²⁾		0.05	⁽³⁾
Net realized and unrealized gain (loss) on investments and securities sold short		0.21			(0.11	)		0.83			1.44			0.89
Total from investment operations		0.20			(0.14	)		0.86			1.51			0.94

Less distributions:
From net investment income		—			(0.03	)		(0.08	)		(0.08	)		(0.07	)
From net realized gain		(0.37	)		(1.09	)		(1.14	)		(0.02	)		(0.15	)
Redemption fees⁽⁴⁾		0.00			0.00			0.00			0.00			0.00
Total distributions		(0.37	)		(1.12	)		(1.22	)		(0.10	)		(0.22	)
Net asset value, end of year	$	9.86		$	10.03		$	11.29		$	11.65		$	10.24

Total Return		1.89	%		(1.41	)%		7.68	%		14.78	%		10.14	%

Supplemental data and ratios:
Net assets, end of year	$	78,743,516		$	95,026,857		$	130,838,148		$	126,418,514		$	120,450,807
Ratio of expenses to average net assets⁽⁵⁾		1.82	%		1.71	%		1.65	%		1.63	%		1.57	%
Ratio of net investment income (loss) to average net assets⁽⁶⁾		(0.15	)%		(0.29	)%		0.25	%		0.61	%		0.60	%
Portfolio turnover rate ⁽⁷⁾		102.93	%		78.37	%		71.63	%		101.03	%		127.41	%

(1)	For a share outstanding throughout the period. Rounded to the nearest cent.

(2)	Net investment income (loss) per share is calculated based on average shares outstanding.

(3)	Net investment income (loss) 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 securites sold short. The expense ratios excluding dividends and interest on securities sold short were 1.61% for the year ended September 30, 2016, 1.54% for the year ended September 30, 2015, 1.53% for the year ended September 30, 2014, 1.51% for the year ended September 30, 2013, and 1.51% for the year ended September 30, 2012.

(6)	The net investment income ratios include dividends and interest on securities sold short.

(7)	The portfolio turnover rate excludes purchases and sales of securities sold short.

See Notes to the Financial Statements.

The Leuthold Funds - 2016 Annual Report

Leuthold Global Fund - Institutional - GLBIX

Financial Highlights (Consolidated)

	Year Ended			Year Ended			Year Ended			Year Ended			Year Ended
	September 30,			September 30,			September 30,			September 30,			September 30,
	2016			2015			2014			2013			2012
	(Consolidated)			(Consolidated)			(Consolidated)			(Consolidated)			(Consolidated)

Per Share Data⁽¹⁾:
Net asset value, beginning of year	$	10.10		$	11.34		$	11.69		$	10.27		$	9.54
Income (loss) from investment operations:
Net investment income (loss)		0.01	⁽²⁾		(0.01	)⁽²⁾		0.05	⁽²⁾		0.09	⁽²⁾		0.09	⁽³⁾
Net realized and unrealized gain (loss) on investments and securities sold short		0.21			(0.11	)		0.84			1.45			0.88
Total from investment operations		0.22			(0.12	)		0.89			1.54			0.97

Less distributions:
From net investment income		—			(0.03	)		(0.10	)		(0.10	)		(0.09	)
From net realized gain		(0.37	)		(1.09	)		(1.14	)		(0.02	)		(0.15	)
Redemption fees		0.00	⁽⁴⁾		0.00	⁽⁴⁾		—			0.00	⁽⁴⁾		—
Total distributions		(0.37	)		(1.12	)		(1.24	)		(0.12	)		(0.24	)
Net asset value, end of year	$	9.95		$	10.10		$	11.34		$	11.69		$	10.27

Total Return		2.18	%		(1.30	)%		7.95	%		15.08	%		10.34	%

Supplemental data and ratios:
Net assets, end of year	$	103,921,200		$	218,497,272		$	231,615,536		$	239,275,879		$	266,390,852
Ratio of expenses to average net assets⁽⁵⁾		1.57	%		1.50	%		1.44	%		1.44	%		1.36	%
Ratio of net investment income (loss) to average net assets⁽⁶⁾		0.10	%		(0.09	)%		0.45	%		0.80	%		0.81	%
Portfolio turnover rate ⁽⁷⁾		102.93	%		78.37	%		71.63	%		101.03	%		127.41	%

(1)	For a share outstanding throughout the period. Rounded to the nearest cent.

(2)	Net investment income (loss) per share is calculated based on average shares outstanding.

(3)	Net investment income (loss) 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 securites sold short. The expense ratios excluding dividends and interest on securities sold short were 1.36% for the year ended September 30, 2016, 1.33% for the year ended September 30, 2015, 1.33% for the year ended September 30, 2014, 1.32% for the year ended September 30, 2013, and 1.31% for the year ended September 30, 2012.

(6)	The net investment income ratios include dividends and interest on securities sold short.

(7)	The portfolio turnover rate excludes purchases and sales of securities sold short.

The Leuthold Funds - 2016 Annual Report

See Notes to the Financial Statements.

Leuthold Select Industries Fund - LSLTX

Financial Highlights

	Year Ended			Year Ended			Year Ended			Year Ended			Year Ended
	September 30,			September 30,			September 30,			September 30,			September 30,
	2016			2015			2014			2013			2012

Per Share Data⁽¹⁾:
Net asset value, beginning of year	$	21.27		$	20.02		$	16.82		$	13.26		$	10.78
Income (loss) from investment operations:
Net investment income (loss)		(0.00	)⁽²⁾		(0.03	)⁽²⁾		(0.07	)⁽²⁾		0.03	⁽³⁾		0.03	⁽³⁾
Net realized and unrealized gain on investments		0.45			1.28			3.27			3.58			2.47
Total from investment operations		0.45			1.25			3.20			3.61			2.50

Less distributions:
From net investment income		(0.03	)		—			—			(0.05	)		(0.02	)
From net realized gain		(0.28	)		—			—			—			—
Total distributions		(0.31	)		—			—			(0.05	)		(0.02	)
Net asset value, end of year	$	21.41		$	21.27		$	20.02		$	16.82		$	13.26

Total Return		2.09	%		6.24	%		19.02	%		27.26	%		23.34	%

Supplemental data and ratios:
Net assets, end of year	$	12,630,891		$	12,624,145		$	14,977,451		$	9,805,531		$	13,458,427
Ratio of expenses to average net assets:
Before expense reimbursement or recovery		1.72	%		1.73	%		1.68	%		1.80	%		1.71	%
After expense reimbursement or recovery		1.50	%		1.50	%		1.58	%		1.60	%		1.60	%
Ratio of net investment income (loss) to average net assets:
Before expense reimbursement or recovery		(0.20	)%		(0.35	)%		(0.44	)%		0.00	%		0.11	%
After expense reimbursement or recovery		0.02	%		(0.12	)%		(0.34	)%		0.20	%		0.22	%
Portfolio turnover rate		118.26	%		77.42	%		66.79	%		136.34	%		139.61	%

(1)	For a share outstanding throughout the period. Rounded to the nearest cent.

(2)	Net investment loss per share is calculated using ending balances prior to consideration of adjustments for permanent book and tax differences.

(3)	Net investment income per share is calculated based on average shares outstanding.

See Notes to the Financial Statements.

The Leuthold Funds - 2016 Annual Report

Leuthold Global Industries Fund - Retail - LGINX

Financial Highlights

	Year Ended			Year Ended			Year Ended			Year Ended			Year Ended
	September 30,			September 30,			September 30,			September 30,			September 30,
	2016			2015			2014			2013			2012
Per Share Data⁽¹⁾:
Net asset value, beginning of year	$	15.76		$	16.54		$	14.89		$	11.44		$	9.77
Income (loss) from investment operations:
Net investment income		0.12	⁽²⁾		0.04	⁽²⁾		0.08	⁽²⁾		0.10	⁽²⁾		0.01	⁽³⁾
Net realized and unrealized gain (loss) on investments		0.41			(0.46	)		1.68			3.43			1.68
Total from investment operations		0.53			(0.42	)		1.76			3.53			1.69

Less distributions:
From net investment income		(0.07	)		(0.05	)		(0.11	)		(0.08	)		(0.02	)
From net realized gain		(0.58	)		(0.31	)		—			—			—
Redemption fees		—			0.00	⁽⁴⁾		0.00	⁽⁴⁾		0.00	⁽⁴⁾		—
Total distributions		(0.65	)		(0.36	)		(0.11	)		(0.08	)		(0.02	)
Net asset value, end of year	$	15.64		$	15.76		$	16.54		$	14.89		$	11.44

Total Return		3.24	%		(2.61	)%		11.78	%		30.98	%		17.33	%

Supplemental data and ratios:
Net assets, end of year	$	1,833,241		$	5,015,722		$	11,351,746		$	4,797,409		$	3,782,099
Ratio of expenses to average net assets:
Before expense reimbursement or recovery		2.35	%		2.04	%		2.06	%		2.70	%		2.52	%
After expense reimbursement or recovery		1.50	%		1.50	%		1.72	%		1.96	%		2.00	%
Ratio of net investment income to average net assets:
Before expense reimbursement or recovery		(0.10	)%		(0.29	)%		0.18	%		0.01	%		(0.45	)%
After expense reimbursement or recovery		0.75	%		0.24	%		0.52	%		0.75	%		0.07	%
Portfolio turnover rate		110.53	%		95.84	%		107.17	%		142.87	%		117.30	%

(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.

The Leuthold Funds - 2016 Annual Report

See Notes to the Financial Statements.

Leuthold Global Industries Fund - Institutional - LGIIX

Financial Highlights

	Year Ended			Year Ended			Year Ended			Year Ended			Year Ended
	September 30,			September 30,			September 30,			September 30,			September 30,
	2016			2015			2014			2013			2012
Per Share Data⁽¹⁾:
Net asset value, beginning of year	$	15.82		$	16.63		$	14.95		$	11.48		$	9.77
Income (loss) from investment operations:
Net investment income		0.15	⁽²⁾		0.08	⁽²⁾		0.13	⁽²⁾		0.13	⁽²⁾		0.06	⁽³⁾
Net realized and unrealized gain (loss) on investments		0.43			(0.48	)		1.69			3.45			1.67
Total from investment operations		0.58			(0.40	)		1.82			3.58			1.73

Less distributions:
From net investment income		(0.12	)		(0.10	)		(0.14	)		(0.11	)		(0.02	)
From net realized gain		(0.58	)		(0.31	)		—			—			—
Redemption fees		—			0.00	⁽⁴⁾		—			0.00	⁽⁴⁾		—
Total distributions		(0.70	)		(0.41	)		(0.14	)		(0.11	)		(0.02	)
Net asset value, end of year	$	15.70		$	15.82		$	16.63		$	14.95		$	11.48

Total Return		3.47	%		(2.44	)%		12.16	%		31.17	%		17.84	%

Supplemental data and ratios:
Net assets, end of year	$	9,802,258		$	14,272,916		$	16,853,310		$	9,705,739		$	4,152,513
Ratio of expenses to average net assets:
Before expense reimbursement or recovery		2.10	%		1.79	%		1.81	%		2.45	%		2.27	%
After expense reimbursement or recovery		1.25	%		1.25	%		1.47	%		1.71	%		1.75	%
Ratio of net investment income to average net assets:
Before expense reimbursement or recovery		0.15	%		(0.05	)%		0.43	%		0.26	%		(0.20	)%
After expense reimbursement or recovery		1.00	%		0.49	%		0.77	%		1.00	%		0.32	%
Portfolio turnover rate		110.53	%		95.84	%		107.17	%		142.87	%		117.30	%

(1)	For a share outstanding throughout the period. Rounded to the nearest cent.

(2)	Net Investement income per share is calculated based on average shares outstanding.

(3)	Net invesment 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.

See Notes to the Financial Statements.

The Leuthold Funds - 2016 Annual Report

Grizzly Short Fund - GRZZX

Financial Highlights

	Year Ended			Year Ended			Year Ended			Year Ended			Year Ended
	September 30,			September 30,			September 30,			September 30,			September 30,
	2016			2015			2014			2013			2012
Per Share Data ⁽¹⁾:
Net asset value, beginning of year	$	7.99		$	7.37		$	8.58		$	11.06		$	16.14
Income (loss) from investment operations:
Net investment loss		(0.18	)⁽²⁾		(0.20	)⁽²⁾		(0.26	)⁽³⁾		(0.34	)⁽²⁾		(0.40	)⁽²⁾
Net realized and unrealized gain (loss) on investments and securities sold short		(1.64	)		0.82			(0.95	)		(2.14	)		(4.68	)
Total from investment operations		(1.82	)		0.62			(1.21	)		(2.48	)		(5.08	)

Less distributions:
From net investment income		—			—			—			—			—
From net realized gain		—			—			—			—			—
From return of capital		—			—			—			—			—
Total distributions		—			—			—			—			—
Net asset value, end of year	$	6.17		$	7.99		$	7.37		$	8.58		$	11.06

Total Return		(22.78	)%		8.41	%		(14.20	)%		(22.33	)%		(31.47	)%

Supplemental data and ratios:
Net assets, end of year	$	178,211,844		$	265,843,184		$	72,182,207		$	94,914,802		$	136,286,009
Ratio of expenses to average net assets⁽⁴⁾		2.65	%		2.81	%		3.35	%		3.43	%		3.09	%
Ratio of net investment loss to average net assets⁽⁵⁾		(2.50	)%		(2.81	)%		(3.35	)%		(3.42	)%		(3.09	)%
Portfolio turnover rate⁽⁶⁾		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%

(1)	For a share outstanding throughout the period. Rounded to the nearest cent.

(2)	Net investment loss per share is calculated based on average shares outstanding.

(3)	Net investment loss per share is calculated using ending balances prior to consideration of adjustments for permanent book and tax differences.

(4)

The ratio of expenses to average net assets includes dividends and interest on securites sold short. The expense ratios excluding dividends and interest on securities sold short were 1.52% for the year ended September 30, 2016, 1.55% for the year ended September 30, 2015, 1.57% for the year ended September 30, 2014, 1.54% for the year ended September 30, 2013, and 1.52% for the year ended September 30, 2012.

(5)	The net investment income ratios include dividends and interest on securities sold short.

(6)	The portfolio turnover rate excludes purchases and sales of securities sold short.

The Leuthold Funds - 2016 Annual Report

See Notes to the Financial Statements.

Leuthold Core Investment Fund

Consolidated Schedule of Investments
September 30, 2016

	Shares		Fair Value
COMMON STOCKS - 61.89%

Aerospace & Defense - 2.75%
General Dynamics Corp.		18,223	$	2,827,481
L-3 Communications Holdings, Inc.		24,573		3,703,888
Northrop Grumman Corp.		36,170		7,738,571
Raytheon Co.		39,483		5,374,821
Spirit AeroSystems Holdings, Inc. - Class A (a)		56,878		2,533,346
Textron, Inc.		68,198		2,710,871
				24,888,978

Air Freight & Logistics - 0.03%
Hyundai Glovis Co., Ltd. (b)		1,826		301,561

Airlines - 3.69%
Air China, Ltd. (b)		342,000		231,187
Alaska Air Group, Inc.		51,908		3,418,661
American Airlines Group, Inc.		138,881		5,084,433
Asia Aviation PCL - NVDR		1,370,500		283,133
China Southern Airlines Co., Ltd. - ADR		6,579		185,199
Delta Air Lines, Inc.		161,798		6,368,369
Grupo Aeromexico SAB de CV (a)(b)		187,120		340,179
Hawaiian Holdings, Inc. (a)		157,656		7,662,082
JetBlue Airways Corp. (a)		161,798		2,789,398
Singapore Airlines, Ltd. (b)		31,300		241,814
Southwest Airlines Co.		173,118		6,732,559
				33,337,014

Auto Components - 2.88%
American Axle & Manufacturing Holdings, Inc. (a)		151,600		2,610,552
BorgWarner, Inc.		110,611		3,891,295
Cooper Tire & Rubber Co.		71,203		2,707,138
Cooper-Standard Holding, Inc. (a)		24,282		2,399,062
Gentex Corp.		144,899		2,544,426
Hota Industrial Manufacturing Co., Ltd. (b)		74,000		361,706
Lear Corp.		32,038		3,883,646
Magna International, Inc. (b)		93,464		4,014,279
Minth Group, Ltd. (b)		126,000		444,482
Tenneco, Inc. (a)		44,447		2,589,927
Tong Yang Industry Co., Ltd. (b)		170,000		404,795
Tupy SA (b)		44,400		190,316
				26,041,624

Automobiles - 0.25%
Geely Automobile Holdings, Ltd. (b)		550,000		495,248
Great Wall Motor Co., Ltd. (b)		415,000		408,092
Tata Motors, Ltd. - ADR		28,163		1,125,956
Tofas Turk Otomobil Fabrikasi AS (b)		36,676		267,426
				2,296,722

Banks - 1.34%
Banco de Chile (b)		1,394,134		155,774
Banco Macro SA - ADR		20,811		1,628,461
Bank Negara Indonesia Persero Tbk PT (b)		589,200		251,349
Bank of China, Ltd. (b)		2,065,000		953,625
China Everbright Bank Co., Ltd. (b)		593,000		277,728
China Merchants Bank Co., Ltd. (b)		107,500		273,376
Chong Hing Bank, Ltd. (b)		120,000		242,382
Credicorp, Ltd. (b)		16,304		2,481,795
Grupo Financiero Galicia SA - ADR		52,900		1,645,719
Kasikornbank PCL - NVDR		38,300		207,959
KB Financial Group, Inc. - ADR		81,579		2,790,818
Kiatnakin Bank PCL - NVDR		124,000		190,065
Sociedad Matriz del Banco de Chile SA - Class B (b)		911,842		291,180

See Notes to the Financial Statements.

The Leuthold Funds - 2016 Annual Report

Leuthold Core Investment Fund

Consolidated Schedule of Investments (continued)
September 30, 2016

	Shares		Fair Value
COMMON STOCKS - 61.89% (continued)

Banks - 1.34% (continued)
Taiwan Business Bank (b)		1,006,684	$	256,505
Turkiye Sinai Kalkinma Bankasi AS (b)		432,044		191,458
Woori Bank (b)		27,137		282,065
				12,120,259

Biotechnology - 2.20%
AbbVie, Inc.		79,326		5,003,091
Amgen, Inc.		29,199		4,870,685
Biogen, Inc. (a)		16,368		5,123,675
Gilead Sciences, Inc.		61,828		4,891,831
				19,889,282

Building Products - 3.28%
American Woodmark Corp. (a)		33,961		2,736,238
Apogee Enterprises, Inc.		60,467		2,702,270
Caesarstone, Ltd. (a)(b)		69,855		2,634,232
China Lesso Group Holdings, Ltd. (b)		525,881		359,197
Gibraltar Industries, Inc. (a)		57,982		2,154,031
Masco Corp.		131,150		4,499,757
Owens Corning		87,249		4,658,224
Patrick Industries, Inc. (a)		45,005		2,786,710
Universal Forest Products, Inc.		31,476		3,100,071
USG Corp. (a)		155,447		4,018,305
				29,649,035

Capital Markets - 2.48%
CME Group, Inc.		50,295		5,256,833
Intercontinental Exchange, Inc.		19,094		5,143,160
Moody’s Corp.		50,009		5,414,974
Morningstar, Inc.		18,981		1,504,624
NASDAQ, Inc.		75,381		5,091,233
				22,410,824

Chemicals - 0.68%
AECI, Ltd. (b)		29,587		224,259
China Lumena New Materials Corp. (a)(b)(d)(e)		838,000		6,482
Grupa Azoty SA (b)		8,328		134,251
Gubre Fabrikalari TAS (b)		145,421		233,977
Innospec, Inc.		32,028		1,947,623
Korea Petrochemical Industry Co., Ltd. (b)		1,257		245,857
Kukdo Chemical Co., Ltd. (b)		2,770		139,391
PTT Global Chemical PCL - NVDR		96,400		164,303
Scientex BHD (b)		249,344		399,125
SKC Co., Ltd. (b)		6,350		164,152
Soda Sanayii AS (b)		362,852		498,233
Stepan Co.		26,782		1,945,980
				6,103,633

Communications Equipment - 0.35%
Cisco Systems, Inc.		98,459		3,123,119

Containers & Packaging - 0.25%
Kian JOO CAN Factory BHD (b)		279,500		189,240
Packaging Corp. of America		25,604		2,080,581
				2,269,821

Distributors - 0.46%
Genuine Parts Co.		41,140		4,132,513

Diversified Consumer Services - 0.02%
Kroton Educacional SA (b)		37,700		172,726

Diversified Financial Services - 0.04%
Fubon Financial Holding Co., Ltd. (b)		236,000		350,674

The Leuthold Funds - 2016 Annual Report

See Notes to the Financial Statements.

Leuthold Core Investment Fund

Consolidated Schedule of Investments (continued)
September 30, 2016

	Shares		Fair Value
COMMON STOCKS - 61.89% (continued)

Diversified Telecommunication Services - 0.15%
China Communications Services Corp., Ltd. (b)		560,000	$	351,497
China Telecom Corp., Ltd. - ADR		4,328		220,901
CITIC Telecom International Holdings, Ltd. (b)		634,000		237,247
Telekomunikasi Indonesia Persero Tbk PT - ADR		8,481		560,425
				1,370,070

Electric Utilities - 0.10%
EDP - Energias do Brasil SA (b)		67,800		299,374
Enersis Chile SA - ADR		17,142		81,424
Equatorial Energia SA (b)		18,400		288,378
Tenaga Nasional Bhd (b)		57,600		199,173
				868,349

Electronic Equipment, Instruments & Components - 5.23%
Arrow Electronics, Inc. (a)		90,563		5,793,315
Avnet, Inc.		116,793		4,795,521
Benchmark Electronics, Inc. (a)		96,361		2,404,207
Chin-Poon Industrial Co., Ltd. (b)		226,000		505,245
DataTec, Ltd. (b)		36,718		129,774
Flex, Ltd. (a)		434,866		5,922,875
FLEXium Interconnect, Inc. (b)		48,710		146,070
Hon Hai Precision Industry Co., Ltd. (b)		166,300		420,849
Ingram Micro, Inc. - Class A		180,573		6,439,233
Jabil Circuit, Inc.		299,022		6,524,660
Jahwa Electronics Co., Ltd. (b)		12,380		206,654
Methode Electronics, Inc.		73,720		2,577,988
Plexus Corp. (a)		46,938		2,195,760
Sanmina Corp. (a)		113,203		3,222,889
Tech Data Corp. (a)		70,959		6,010,937
				47,295,977

Food & Staples Retailing - 0.41%
Cosco Capital, Inc. (b)		920,700		157,597
Organizacion Soriana SAB de CV - Class B (a)(b)		109,700		269,869
Shoprite Holdings, Ltd. (b)		22,004		307,454
SpartanNash Co.		49,975		1,445,277
United Natural Foods, Inc. (a)		38,379		1,536,695
				3,716,892

Food Products - 0.41%
Astral Foods, Ltd. (b)		41,895		359,933
BRF SA - ADR		11,205		191,157
CJ CheilJedang Corp. (b)		492		162,825
Gruma Sab de CV - Class B (b)		14,900		195,478
Grupo Bimbo SAB de CV - Class A (b)		89,300		236,264
Indofood Sukses Makmur Tbk PT (b)		399,400		267,113
Industrias Bachoco SAB de CV (b)		38,300		160,056
JBS SA (b)		70,700		256,960
Kernel Holding SA (b)		30,988		479,336
Namchow Chemical Industrial Co., Ltd. (b)		87,000		193,260
Sao Martinho SA (b)		16,800		300,185
Thai Union Group PCL - NVDR		400,000		247,638
Thai Vegetable Oil PCL - NVDR		262,900		231,640
Uni-President Enterprises Corp. (b)		105,560		198,612
WH Group, Ltd. (b)		266,000		214,993
				3,695,450

Gas Utilities - 0.01%
Gas Natural Chile SA (b)		12,885		64,716
Gasco SA (b)		12,885		32,917
				97,633

See Notes to the Financial Statements.

The Leuthold Funds - 2016 Annual Report

Leuthold Core Investment Fund

Consolidated Schedule of Investments (continued)
September 30, 2016

	Shares		Fair Value
COMMON STOCKS - 61.89% (continued)

Health Care Equipment & Supplies - 0.13%
Kossan Rubber Industries (b)		222,900	$	370,826
St. Shine Optical Co., Ltd. (b)		10,000		233,589
TaiDoc Technology Corp. (b)		37,050		144,647
United Orthopedic Corp. (b)		102,000		244,057
Vieworks Co., Ltd. (b)		3,668		217,474
				1,210,593

Health Care Providers & Services - 4.51%
Aetna, Inc.		52,184		6,024,643
Anthem, Inc.		38,931		4,878,444
Banmedica SA (b)		92,468		194,026
Centene Corp. (a)		75,653		5,065,725
Cigna Corp.		30,096		3,922,111
Humana, Inc.		23,469		4,151,431
McKesson Corp.		46,110		7,688,842
Netcare, Ltd. (b)		71,883		176,449
Owens & Minor, Inc.		41,416		1,438,378
Qualicorp SA (b)		70,600		415,505
Sinopharm Group Co., Ltd. (b)		54,800		265,414
UnitedHealth Group, Inc.		46,662		6,532,680
				40,753,648

Household Durables - 1.33%
Arcelik AS (b)		40,072		282,020
Ethan Allen Interiors, Inc.		46,668		1,459,308
Haier Electronics Group Co., Ltd. (b)		174,000		289,432
Lentex SA (b)		90,904		221,560
Meritage Homes Corp. (a)		67,370		2,337,739
Mohawk Industries, Inc. (a)		12,278		2,459,775
TRI Pointe Group, Inc. (a)		200,453		2,641,971
Whirlpool Corp.		14,384		2,332,509
				12,024,314

Independent Power & Renewable Electricity Producers - 0.04%
China Power International Development, Ltd. (b)		502,000		194,500
Datang International Power Generation Co., Ltd. (b)		554,000		148,649
				343,149

Industrial Conglomerates - 0.15%
Aboitiz Equity Ventures, Inc. (b)		97,390		152,511
Alfa SAB de CV - Class A (b)		165,100		257,147
AntarChile SA (b)		26,729		258,104
Harim Holdings Co., Ltd. (a)(b)		33,198		129,510
KAP Industrial Holdings, Ltd. (b)		519,890		283,387
Turkiye Sise ve Cam Fabrikalari AS (b)		241,722		256,168
				1,336,827

Insurance - 0.29%
China Taiping Insurance Holdings Co., Ltd. (a)(b)		67,000		133,605
Hanwha General Insurance Co., Ltd. (b)		37,378		221,846
Hanwha Life Insurance Co., Ltd. (b)		25,925		135,947
Korean Reinsurance Co. (b)		15,388		162,886
PICC Property & Casualty Co., Ltd. (b)		790,000		1,324,491
Ping An Insurance Group Co. of China, Ltd. (b)		84,000		440,344
Santam, Ltd. (b)		13,398		218,515
				2,637,634

Internet Software & Services - 0.23%
Alibaba Group Holding, Ltd. - ADR (a)		7,265		768,564
Tencent Holdings, Ltd. (b)		47,500		1,320,597
				2,089,161

The Leuthold Funds - 2016 Annual Report

See Notes to the Financial Statements.

Leuthold Core Investment Fund

Consolidated Schedule of Investments (continued)
September 30, 2016

	Shares		Fair Value
COMMON STOCKS - 61.89% (continued)

IT Services - 6.78%
Accenture PLC - Class A (b)		54,669	$	6,678,912
Amdocs, Ltd.		47,214		2,731,330
CACI International, Inc. - Class A (a)		20,708		2,089,437
CGI Group, Inc. - Class A (a)(b)		44,177		2,104,150
Cognizant Technology Solutions Corp. - Class A (a)		46,938		2,239,412
Convergys Corp.		85,869		2,612,135
DST Systems, Inc.		33,685		3,972,135
Fiserv, Inc. (a)		57,154		5,685,108
Global Payments, Inc.		63,228		4,853,381
International Business Machines Corp.		41,416		6,578,932
MasterCard, Inc. - Class A		62,676		6,378,537
Net 1 UEPS Technologies, Inc. (a)(b)		10,038		85,925
NeuStar, Inc. - Class A (a)		68,198		1,813,385
Nice Information & Telecommunication, Inc. (b)		10,689		351,318
Science Applications International Corp.		42,796		2,968,759
TravelSky Technology, Ltd. (b)		321,000		766,165
Visa, Inc. - Class A		88,906		7,352,526
Western Union Co.		96,637		2,011,982
				61,273,529

Life Sciences Tools & Services - 0.47%
PerkinElmer, Inc.		38,575		2,164,443
VWR Corp. (a)		75,123		2,130,488
				4,294,931

Machinery - 0.25%
Crane Co.		35,894		2,261,681

Media - 2.76%
Interpublic Group of Companies, Inc.		325,805		7,281,742
Megacable Holdings SAB de CV (b)		44,900		172,447
Multiplus SA (b)		15,300		208,178
Omnicom Group, Inc.		114,308		9,716,180
WPP PLC - ADR		64,056		7,540,672
				24,919,219

Multiline Retail - 1.44%
Big Lots, Inc.		97,741		4,667,133
Dillard’s, Inc. - Class A		39,770		2,505,908
Dollar General Corp.		82,832		5,797,411
				12,970,452

Oil, Gas & Consumable Fuels - 0.28%
Cosan, Ltd. - Class A (b)		78,637		562,255
Grupa Lotos SA (a)(b)		33,119		246,658
IRPC PCL - NVDR		1,716,100		242,408
Kunlun Energy Co., Ltd. (b)		488,000		377,235
NewOcean Energy Holdings, Ltd. (b)		422,000		113,726
Polski Koncern Naftowy ORLEN SA (b)		15,388		261,706
Polskie Gornictwo Naftowe i Gazownictwo SA (b)		208,722		275,833
Siamgas & Petrochemicals PCL - NVDR		597,000		184,825
Thai Oil PCL - NVDR		132,700		263,108
				2,527,754

Paper & Forest Products - 0.08%
Lee & Man Paper Manufacturing, Ltd. (b)		404,000		369,059
Sappi, Ltd. (a)(b)		65,363		338,559
				707,618

See Notes to the Financial Statements.

The Leuthold Funds - 2016 Annual Report

Leuthold Core Investment Fund

Consolidated Schedule of Investments (continued)
September 30, 2016

	Shares		Fair Value
COMMON STOCKS - 61.89% (continued)

Personal Products - 0.13%
AMOREPACIFIC Group (b)		7,514	$	1,135,263

Pharmaceuticals - 0.08%
China Pharmaceutical Group, Ltd. (b)		302,000		303,204
Guangzhou Baiyunshan Pharmaceutical Holdings Co., Ltd. (a)(b)		66,000		162,780
Sino Biopharmaceutical, Ltd.(b)		400,000		270,573
				736,557

Real Estate Investment Trusts (REITs) - 0.03%
Prologis Property Mexico SA de CV (b)		151,700		248,873

Real Estate Management & Development - 0.37%
China Jinmao Holdings Group, Ltd. (b)		726,000		225,329
China Vanke Co., Ltd. (b)		146,700		383,525
Ciputra Development Tbk PT (b)		2,562,200		313,140
Filinvest Land, Inc. (b)		4,277,000		162,097
Hang Lung Properties, Ltd. (b)		64,000		145,174
KWG Property Holding, Ltd. (b)		415,000		274,905
New World Development Co., Ltd. (b)		255,000		334,380
Pakuwon Jati Tbk PT (b)		5,180,600		269,110
SP Setia Bhd Group (b)		232,500		196,210
Sunway Bhd (b)		318,500		238,875
UOA Development Bhd (b)		428,800		259,811
Vista Land & Lifestyles, Inc. (b)		2,417,900		269,366
Yanlord Land Group, Ltd. (b)		273,600		281,422
				3,353,344

Road & Rail - 0.03%
JSL SA (b)		78,914		261,821

Semiconductors & Semiconductor Equipment - 4.76%
Advanced Semiconductor Engineering, Inc. - ADR		25,131		148,524
Applied Materials, Inc.		267,822		8,074,833
Chen Full International Co., Ltd. (b)		98,000		163,697
ChipMOS TECHNOLOGIES Bermuda, Ltd. (b)		14,108		279,338
Intel Corp.		82,371		3,109,505
Lam Research Corp.		90,287		8,551,082
MKS Instruments, Inc.		74,548		3,707,272
QUALCOMM, Inc.		39,876		2,731,506
Samsung Electronics Co., Ltd. (b)		1,327		1,933,124
SolarEdge Technologies, Inc. (a)(b)		152,134		2,621,269
Taiwan Semiconductor Co., Ltd. (b)		234,000		276,178
Taiwan Semiconductor Manufacturing Co., Ltd.- ADR		13,311		407,184
Teradyne, Inc.		324,148		6,995,114
Tessera Technologies, Inc.		99,122		3,810,250
Wonik Holdings Co., Ltd. (a)(b)		32,335		216,664
				43,025,540

Software - 2.02%
Activision Blizzard, Inc.		205,699		9,112,466
Electronic Arts, Inc. (a)		107,405		9,172,387
				18,284,853

Specialty Retail - 3.95%
Advance Auto Parts, Inc.		13,805		2,058,601
American Eagle Outfitters, Inc.		138,127		2,466,948
Asbury Automotive Group, Inc. (a)		49,699		2,766,743
AutoNation, Inc. (a)		68,474		3,335,368

The Leuthold Funds - 2016 Annual Report

See Notes to the Financial Statements.

Leuthold Core Investment Fund

Consolidated Schedule of Investments (continued)
September 30, 2016

	Shares		Fair Value
COMMON STOCKS - 61.89% (continued)

Specialty Retail - 3.95% (continued)
AutoZone, Inc. (a)		5,246	$	4,030,712
Berjaya Auto Bhd (b)		547,400		301,795
Caleres, Inc.		61,730		1,561,152
CarMax, Inc. (a)		82,279		4,389,585
Group 1 Automotive, Inc.		37,826		2,416,325
Lithia Motors, Inc. - Class A		35,065		3,349,409
O’Reilly Automotive, Inc. (a)		15,462		4,331,061
Penske Automotive Group, Inc.		88,354		4,256,896
Super Group, Ltd. (a)(b)		137,617		425,913
				35,690,508

Technology Hardware, Storage & Peripherals - 0.53%
Catcher Technology Co., Ltd. (b)		39,000		319,118
Foxconn Technology Co., Ltd. (b)		72,945		215,087
HP, Inc.		206,122		3,201,075
Pegatron Corp. (b)		400,000		1,035,202
				4,770,482

Textiles, Apparel & Luxury Goods - 0.02%
Texwinca Holdings, Ltd. (b)		280,000		194,012

Trading Companies & Distributors - 2.59%
AerCap Holdings NV (a)(b)		136,672		5,260,505
Air Lease Corp.		129,493		3,700,910
GATX Corp.		86,421		3,850,056
United Rentals, Inc. (a)		81,451		6,393,089
WESCO International, Inc. (a)		68,198		4,193,495
				23,398,055

Transportation Infrastructure - 0.05%
Wilson Sons, Ltd. - BDR		38,400		413,147

Water Utilities - 1.51%
American States Water Co.		31,752		1,271,667
American Water Works Co., Inc.		54,669		4,091,428
Aqua America, Inc.		117,345		3,576,676
California Water Service Group		59,915		1,922,672
Cia de Saneamento Basico do Estado de Sao Paulo - ADR		298,973		2,768,490
				13,630,933

Wireless Telecommunication Services - 0.07%
China Mobile, Ltd. - ADR		10,779		663,124

TOTAL COMMON STOCKS (Cost $467,564,163)			$	559,289,178

PREFERRED STOCKS - 0.91%

Banks - 0.88%
Banco Bradesco SA - ADR		285,214	$	2,586,891
Bancolombia SA - ADR		66,355		2,590,499
Itau Unibanco Holding SA - ADR		248,759		2,721,424
				7,898,814

Chemicals - 0.03%
Braskem SA - ADR		18,973		291,805
TOTAL PREFERRED STOCKS (Cost $8,244,556)			$	8,190,619

See Notes to the Financial Statements.

The Leuthold Funds - 2016 Annual Report

Leuthold Core Investment Fund

Consolidated Schedule of Investments (continued)
September 30, 2016

	Shares		Fair Value
INVESTMENT COMPANIES - 10.27%

Exchange-Traded Funds - 10.27%
CurrencyShares Japanese Yen Trust (a)		49,899	$	4,750,884
iShares CMBS ETF		20,199		1,072,163
iShares Floating Rate Bond ETF		116,477		5,911,208
iShares International Treasury Bond ETF		119,000		11,948,790
iShares JP Morgan USD Emerging Markets Bond ETF		29,573		3,466,251
iShares MBS ETF		147,325		16,219,009
iShares MSCI India Small-Cap ETF		22,832		839,304
iShares MSCI Russia Capped ETF		54,247		789,837
iShares MSCI UAE Capped ETF		17,006		288,252
PowerShares Build America Bond Portfolio		47,278		1,484,056
PowerShares Senior Loan Portfolio		396,957		9,213,372
SPDR Barclays International Treasury Bond ETF (a)		1,041,734		30,043,609
SPDR Barclays Short-Term International Treasury Bond ETF		52,283		1,663,122
VanEck Vectors Russia ETF		41,340		775,538
Vanguard Mortgage-Backed Securities ETF		79,679		4,299,479
TOTAL INVESTMENT COMPANIES (Cost $89,677,171)			$	92,764,874

	Principal Amount		Fair Value
CORPORATE BONDS - 3.66%

Banks - 1.05%
JP Morgan Chase & Co. 1.500%, 01/27/2025	$	4,600,000	$	5,482,846
Wells Fargo & Co. 1.125%, 10/29/2021		3,430,000		4,020,790
				9,503,636

Biotechnology - 0.37%
AbbVie, Inc. 2.850%, 05/14/2023		3,260,000		3,309,562

Capital Markets - 0.51%
Goldman Sachs Group, Inc. 6.150%, 04/01/2018		4,326,000		4,607,670

Diversified Telecommunication Services - 0.53%
AT&T, Inc. 3.400%, 05/15/2025		4,700,000		4,828,818

Health Care Providers & Services - 0.28%
Coventry Health Care, Inc. 5.950%, 03/15/2017		2,469,000		2,521,120

Internet Software & Services - 0.39%
Alibaba Group Holding, Ltd. 2.500%, 11/28/2019 (b)		3,480,000		3,549,798

Software - 0.53%
Oracle Corp. 2.950%, 05/15/2025		4,620,000		4,772,146
TOTAL CORPORATE BONDS (Cost $31,739,171)			$	33,092,750

MUNICIPAL BONDS - 0.28%
State of California 5.700%, 11/01/2021	$	2,180,000	$	2,574,907
TOTAL MUNICIPAL BONDS (Cost $2,499,248)			$	2,574,907

The Leuthold Funds - 2016 Annual Report

See Notes to the Financial Statements.

Leuthold Core Investment Fund

Consolidated Schedule of Investments (continued)
September 30, 2016

		Principal Amount		Fair Value
UNITED STATES TREASURY OBLIGATIONS - 3.93%

United States Treasury Notes - 3.93%
0.625%, 05/31/2017		$	19,674,000	$	19,677,836
2.125%, 05/15/2025			15,176,000		15,866,038
TOTAL UNITED STATES TREASURY OBLIGATIONS (Cost $34,955,631)				$	35,543,874

FOREIGN GOVERNMENT BONDS - 2.93%
Bank Nederlands Gemeenten NV 1.850%, 11/07/2016 (b)	JPY		410,000,000	$	4,051,935
Development Bank of Japan 1.750%, 03/17/2017 (b)	JPY		410,000,000		4,077,669
Government of France 0.500%, 05/25/2025 (b)	EUR		4,570,000		5,367,259
Mexico Government International Bond 5.950%, 03/19/2019 (b)		$	2,020,000		2,240,180
Poland Government International Bond 6.375%, 07/15/2019 (b)		$	2,000,000		2,250,000
Republic of Italy 1.350%, 04/15/2022 (b)	EUR		5,330,000		6,287,183
Turkey Government International Bond 7.500%, 11/07/2019 (b)		$	2,010,000		2,235,522
TOTAL FOREIGN GOVERNMENT BONDS (Cost $25,860,374)				$	26,509,748

	Shares		Fair Value
SHORT-TERM INVESTMENTS - 16.15%

Money Market Funds - 16.15%
Fidelity Institutional Money Market Funds - Government Portfolio, 0.027% (c)		145,921,986	$	145,921,986
TOTAL SHORT-TERM INVESTMENTS (Cost $145,921,986)			$	145,921,986

Total Investments (Cost $806,462,300) - 100.02%			$	903,887,936
Liabilities in Excess of Other Assets - (0.02)%				(193,917)
TOTAL NET ASSETS - 100.00%			$	903,694,019

Percentages are stated as a percent of net assets.

ADR	American Depositary Receipt

BDR	Brazillian Depositary Receipt

EUR

Euro

JPY	Japanese Yen

NVDR	Non-Voting Depositary Receipt

(a)	Non-income producing security.

(b)	Foreign issued security.

(c)	The rate quoted is the annualized seven-day yield as of September 30, 2016.

(d)	Illiquid security. These securities total $6,482, which represents an amount that rounds to 0.00% of total net assets.

(e)	These securities are currently being fair valued in accordance with procedures established by the Board of Directors of Leuthold Funds, Inc.

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 - 2016 Annual Report

Leuthold Global Fund

Consolidated Schedule of Investments

September 30, 2016

	Shares		Fair Value
COMMON STOCKS - 63.30%

Airlines - 1.44%
Delta Air Lines, Inc.		29,483	$	1,160,451
JetBlue Airways Corp. (a)		49,162		847,553
United Continental Holdings, Inc. (a)		11,802		619,251
				2,627,255

Auto Components - 5.10%
Brembo SpA (b)		9,427		562,529
Calsonic Kansei Corp. (b)		120,000		1,111,612
Cheng Shin Rubber Industry Co., Ltd. (b)		265,000		559,035
Cooper Tire & Rubber Co.		17,927		681,584
Cooper-Standard Holding, Inc. (a)		5,440		537,472
Faurecia (b)		14,228		558,348
Goodyear Tire & Rubber Co.		32,059		1,035,506
Lear Corp.		11,343		1,374,998
Leoni AG (b)		4,689		170,712
Magna International, Inc. (b)		26,519		1,138,991
Plastic Omnium SA (b)		21,677		719,345
Tong Yang Industry Co., Ltd. (b)		366,000		871,501
				9,321,633

Automobiles - 2.93%
Ford Motor Co.		53,496		645,697
Geely Automobile Holdings, Ltd. (b)		490,000		441,221
General Motors Co.		27,190		863,826
Great Wall Motor Co., Ltd. (b)		502,000		493,644
Hyundai Motor Co. (b)		2,708		334,659
Kia Motors Corp. (b)		10,750		413,035
Nissan Motor Co., Ltd. (b)		55,100		540,469
Renault SA (b)		6,878		565,850
Tata Motors, Ltd. - ADR		26,459		1,057,831
				5,356,232

Banks - 2.69%
Banco do Brasil SA (b)	91,200	643,867
CIMB Group Holdings Bhd (b)	541,000	617,406
Grupo Financiero Banorte SAB de CV (b)	105,900	555,941
Krung Thai Bank PCL - NVDR	1,196,600	609,946
Nedbank Group, Ltd. (b)	42,567	692,354
Taishin Financial Holding Co., Ltd. (b)	1,545,274	576,571
TMB Bank PCL - NVDR	9,000,900	552,176
Woori Bank (b)	64,888	674,453
		4,922,714

Building Products - 3.31%
American Woodmark Corp. (a)	9,100	733,187
Apogee Enterprises, Inc.	15,503	692,829
Asahi Glass Co., Ltd. (b)	153,000	989,291
Cie de Saint-Gobain (b)	15,809	684,059
Kingspan Group PLC (b)	24,472	659,228
Owens Corning	19,193	1,024,714
Universal Forest Products, Inc.	6,452	635,458
USG Corp. (a)	24,095	622,856
		6,041,622

Capital Markets - 2.74%
BM&F Bovespa SA - Bolsa de Valores Mercadorias e Futuros (b)	221,300	1,149,999
Deutsche Boerse AG (a)(b)	13,885	1,127,028
Euronext NV (b)	10,729	457,797
NASDAQ, Inc.	16,389	1,106,913
Thomson Reuters Corp.	28,079	1,161,909
		5,003,646

The Leuthold Funds - 2016 Annual Report

See Notes to the Financial Statements.

Leuthold Global Fund

Consolidated Schedule of Investments (continued)

September 30, 2016

	Shares		Fair Value
COMMON STOCKS - 63.30% (continued)

Chemicals - 3.55%
Denka Co., Ltd. (b)		224,000	$	970,111
Hyosung Corp. (b)		5,623		668,100
Lotte Chemical Corp. (b)		4,591		1,251,472
LyondellBasell Industries NV - Class A (b)		19,117		1,541,977
Mitsui Chemicals, Inc. (b)		164,000		780,107
Tosoh Corp. (b)		207,000		1,275,867
				6,487,634

Construction & Engineering - 1.19%
Aecon Group, Inc. (b)		49,374		681,929
KBR, Inc.		48,621		735,636
NCC AB - Class B (b)		29,128		763,307
				2,180,872

Construction Materials - 2.99%
BBMG Corp. (b)		1,437,000		557,385
CSR, Ltd. (b)		164,907		459,779
Eagle Materials, Inc.		9,680		748,264
Headwaters, Inc. (a)		36,307		614,314
HeidelbergCement AG (b)		7,554		714,399
James Hardie Industries PLC (b)		47,273		740,125
Semen Indonesia Persero Tbk PT (b)		731,500		568,231
Taiheiyo Cement Corp. (b)		242,000		696,346
Tipco Asphalt PCL - NVDR		661,300		365,463
				5,464,306

Distributors - 0.30%
Inchcape PLC (b)		65,090		555,396

Diversified Financial Services - 2.72%
AMP, Ltd. (b)	284,634	1,157,146
Berkshire Hathaway, Inc. - Class B (a)	11,751	1,697,667
EXOR SpA (b)	29,046	1,176,119
GT Capital Holdings, Inc. (b)	15,400	458,999
L E Lundbergforetagen AB - Class B (b)	7,157	470,338
		4,960,269

Diversified Telecommunication Services - 2.38%
China Communications Services Corp., Ltd. (b)	720,000	451,925
Chunghwa Telecom Co., Ltd. - ADR	21,993	770,415
Jasmine International PCL - NVDR	3,984,900	829,398
KT Corp. - ADR (a)	34,565	554,768
LG Uplus Corp. (b)	78,500	839,524
Telekomunikasi Indonesia Persero Tbk PT - ADR	13,527	893,864
		4,339,894

Electric Utilities - 2.09%
CLP Holdings, Ltd. (b)	73,500	761,244
EDP - Energias do Brasil SA (b)	126,100	556,800
Enersis Americas SA - ADR	33,964	278,165
Enersis Chile SA - ADR	33,964	161,329
Korea Electric Power Corp. - ADR	38,430	936,923
Tenaga Nasional Bhd (b)	210,700	728,572
TransAlta Corp. (b)	88,579	393,625
		3,816,658

See Notes to the Financial Statements.

The Leuthold Funds - 2016 Annual Report

Leuthold Global Fund

Consolidated Schedule of Investments (continued)

September 30, 2016

	Shares		Fair Value
COMMON STOCKS - 63.30% (continued)

Electronic Equipment, Instruments & Components - 3.53%
Arrow Electronics, Inc. (a)		10,470	$	669,766
Avnet, Inc.		16,729		686,893
Corning, Inc.		30,534		722,129
Hexagon AB - Class B (b)		16,996		742,243
Hon Hai Precision Industry Co., Ltd. (b)		283,800		718,202
Jabil Circuit, Inc.		33,101		722,264
Kingboard Chemical Holdings, Ltd. (b)		234,500		713,620
Sanmina Corp. (a)		26,266		747,793
Tech Data Corp. (a)		8,596		728,167
				6,451,077

Household Durables - 1.20%
Barratt Developments PLC (b)		108,902		697,190
Bellway PLC (b)		18,822		577,191
Meritage Homes Corp. (a)		17,741		615,613
Redrow PLC (b)		58,300		301,700
				2,191,694

Independent Power & Renewable Electricity Producers - 0.21%
Drax Group PLC (b)		97,565		386,086

Insurance - 0.47%
Validus Holdings, Ltd. (b)		17,195		856,655

Internet Software & Services - 2.84%
Akamai Technologies, Inc. (a)		15,208		805,872
Alphabet, Inc. - Class A (a)		1,157		930,297
Baidu, Inc. - ADR (a)		5,421		987,001
eBay, Inc. (a)		32,965		1,084,549
j2 Global, Inc.		8,870		590,831
Rackspace Hosting, Inc. (a)		24,706		782,933
				5,181,483

IT Services - 1.18%
Convergys Corp.	24,477	744,590
DST Systems, Inc.	7,457	879,329
Syntel, Inc. (a)	12,817	537,161
		2,161,080

Media - 3.22%
Asatsu-DK, Inc. (b)	10,400	277,015
Hakuhodo DY Holdings, Inc. (b)	37,100	434,816
Interpublic Group of Companies, Inc.	42,267	944,667
Omnicom Group, Inc.	17,812	1,514,020
Publicis Groupe SA (b)	17,877	1,352,720
WPP PLC (b)	57,748	1,357,396
		5,880,634

Metals & Mining - 3.32%
APERAM SA (b)	15,536	700,445
Bekaert SA (b)	12,490	571,747
BlueScope Steel, Ltd. (b)	135,475	808,789
Cliffs Natural Resources, Inc. (a)	82,842	484,626
Kaiser Aluminum Corp.	10,084	872,165
OZ Minerals, Ltd. (b)	188,791	882,831
Reliance Steel & Aluminum Co.	7,102	511,557
Voestalpine AG (b)	17,228	595,592
Worthington Industries, Inc.	13,101	629,241
		6,056,993

Paper & Forest Products - 0.03%
China Forestry Holdings Co., Ltd. (a)(b)(d)(e)	2,484,000	48,038

Real Estate Management & Development - 3.00%
China Overseas Land & Investment, Ltd. (b)	172,000	591,335
Deutsche EuroShop AG (b)	8,912	414,368
Deutsche Wohnen AG (b)	23,915	870,226
Fabege AB (b)	41,405	754,887

The Leuthold Funds - 2016 Annual Report

See Notes to the Financial Statements.

Leuthold Global Fund

Consolidated Schedule of Investments (continued)

September 30, 2016

	Shares		Fair Value
COMMON STOCKS - 63.30% (continued)

Real Estate Management & Development - 3.00% (continued)
Highwealth Construction Corp. (b)		304,000	$	471,104
Jones Lang LaSalle, Inc.		5,001		569,064
Leopalace21 Corp. (b)		69,600		459,969
Nexity SA (b)		7,743		408,926
Quality Houses PCL - NVDR		5,363,700		378,453
Swiss Prime Site AG (b)		6,367		559,147
				5,477,479

Road & Rail - 4.13%
Avis Budget Group, Inc. (a)		15,012		513,560
Canadian National Railway Co. (b)		11,660		762,195
Central Japan Railway Co. (b)		6,600		1,129,953
ComfortDelGro Corp., Ltd. (b)		300,000		620,546
CSX Corp.		33,096		1,009,428
Norfolk Southern Corp.		7,735		750,759
Ryder System, Inc.		9,083		599,024
Sankyu, Inc. (b)		71,000		407,735
Seino Holdings Co., Ltd. (b)		44,000		462,734
Swift Transportation Co. (a)		38,604		828,828
Werner Enterprises, Inc.		19,537		454,626
				7,539,388

Trading Companies & Distributors - 3.10%
Air Lease Corp.		23,205		663,199
Aircastle, Ltd.		32,976		654,903
Barloworld, Ltd. (b)		128,996		781,142
GATX Corp.		15,366		684,555
HD Supply Holdings, Inc. (a)		20,252		647,659
United Rentals, Inc. (a)		10,508		824,773
WESCO International, Inc. (a)		12,228		751,900
Wolseley PLC (b)		11,758		661,296
				5,669,427

Wireless Telecommunication Services - 3.64%
China Mobile, Ltd. - ADR	19,324		1,188,813
Freenet AG (b)	27,365		800,941
KDDI Corp. (b)	67,700		2,097,482
Softbank Group Corp. (b)	28,400		1,840,564
Vodafone Group PLC - ADR	24,805		723,066
			6,650,866

TOTAL COMMON STOCKS (Cost $107,664,829)		$	115,629,031

PREFERRED STOCKS - 0.30%

Electric Utilities - 0.30%
Cia Energetica de Minas Gerais - ADR	211,636	$	548,137
TOTAL PREFERRED STOCKS (Cost $473,176)		$	548,137

INVESTMENT COMPANIES - 11.71%

Exchange-Traded Funds - 11.71%
CurrencyShares Japanese Yen Trust (a)	12,373	$	1,178,033
iShares CMBS ETF	13,500		716,580
iShares Floating Rate Bond ETF	24,008		1,218,406
iShares International Treasury Bond ETF	27,768		2,788,185
iShares JP Morgan USD Emerging Markets Bond ETF	6,643		778,626
iShares MBS ETF	44,172		4,862,895
PowerShares Senior Loan Portfolio	96,673		2,243,780
SPDR Barclays International Treasury Bond ETF (a)	223,658		6,450,297
SPDR Barclays Short-Term International Treasury Bond ETF	36,396		1,157,757
TOTAL INVESTMENT COMPANIES (Cost $20,784,638)		$	21,394,559

See Notes to the Financial Statements.

The Leuthold Funds - 2016 Annual Report

Leuthold Global Fund

Consolidated Schedule of Investments (continued)

September 30, 2016

	Principal Amount		Fair Value
CORPORATE BONDS - 6.22%

Banks - 1.51%
JP Morgan Chase & Co. 1.500%, 01/27/2025	$	920,000	$	1,096,569
Wells Fargo & Co. 1.125%, 10/29/2021		1,420,000		1,664,584
				2,761,153

Beverage - 0.56%
Coca-Cola Co. 0.750%, 03/09/2023		870,000		1,014,092

Biotechnology - 0.41%
AbbVie, Inc. 2.850%, 05/14/2023		730,000		741,098

Diversified Telecommunication Services - 0.92%
AT&T, Inc. 3.400%, 05/15/2025		1,630,000		1,674,675

Internet & Direct Marketing Retail - 0.58%
Expedia, Inc. 7.456%, 08/15/2018		970,000		1,068,123

Internet Software & Services - 1.14%
Alibaba Group Holding, Ltd. 2.500%, 11/28/2019 (b)		2,040,000		2,080,916

Software - 1.10%
Oracle Corp. 2.950%, 05/15/2025		1,940,000		2,003,888
TOTAL CORPORATE BONDS (Cost $10,812,179)			$	11,343,945

MUNICIPAL BONDS - 0.55%
State of California 5.700%, 11/01/2021	$	850,000	$	1,003,978
TOTAL MUNICIPAL BONDS (Cost $974,478)			$	1,003,978

UNITED STATES TREASURY OBLIGATIONS - 4.12%

United States Treasury Notes - 4.12%
0.625%, 05/31/2017		$	4,189,000	$	4,189,817
2.125%, 05/15/2025			3,198,000		3,343,410
TOTAL UNITED STATES TREASURY OBLIGATIONS (Cost $7,398,803)				$	7,533,227

FOREIGN GOVERNMENT BONDS - 4.17%
Bank Nederlands Gemeenten NV 1.850%, 11/07/2016 (b)	JPY		170,000,000	$	1,680,070
Development Bank of Japan 1.750%, 03/17/2017 (b)	JPY		160,000,000		1,591,286
Government of France 0.500%, 05/25/2025 (b)	EUR		1,127,000		1,323,611
Mexico Government International Bond 5.950%, 03/19/2019 (b)		$	410,000		454,690
Poland Government International Bond 6.375%, 07/15/2019 (b)		$	406,000		456,750
Republic of Italy 1.350%, 04/15/2022 (b)	EUR		1,330,000		1,568,847
Turkey Government International Bond 7.500%, 11/07/2019 (b)		$	490,000		544,978
TOTAL FOREIGN GOVERNMENT BONDS (Cost $7,438,039)				$	7,620,232

The Leuthold Funds - 2016 Annual Report

See Notes to the Financial Statements.

Leuthold Global Fund

Consolidated Schedule of Investments (continued)

September 30, 2016

	Shares		Fair Value
SHORT-TERM INVESTMENTS - 9.35%

Money Market Funds - 9.35%
Fidelity Institutional Money Market Funds - Government Portfolio, 0.027% (c)		17,083,368	$	17,083,368
TOTAL SHORT-TERM INVESTMENTS (Cost $17,083,368)			$	17,083,368

Total Investments (Cost $172,629,510) - 99.72%			$	182,156,477
Other Assets in Excess of Liabilities - 0.28%				508,239
TOTAL NET ASSETS - 100.00%			$	182,664,716

Percentages are stated as a percent of net assets.

ADR	American Depositary Receipt

EUR

Euro

JPY	Japanese Yen

NVDR	Non-Voting Depositary Receipt

(a)	Non-income producing security.

(b)	Foreign issued security.

(c)	The rate quoted is the annualized seven-day yield as of September 30, 2016.

(d)	Illiquid security. The fair value of these securities total $48,038, which represents 0.03% of total net assets.

(e)	The security is currently being fair valued in accordance with procedures established by the Board of Directors of Leuthold Funds, Inc. due to a lack of market activity and observable inputs.

See Notes to the Financial Statements.

The Leuthold Funds - 2016 Annual Report

Leuthold Global Fund

Consolidated Schedule of Investments (continued)

September 30, 2016

	Fair Value		Percentage of Total Investments
CURRENCY EXPOSURE
Australian Dollar	$	4,048,670		2.22	%
Brazilian Real		2,350,666		1.29
British Pound		4,536,254		2.49
Canadian Dollar		1,837,748		1.01
Euro		19,778,083		10.86
Hong Kong Dollar		4,058,411		2.23
Indonesian Rupiah		568,231		0.31
Japanese Yen		16,745,428		9.19
Malaysian Ringgit		1,345,978		0.74
Mexican Peso		555,941		0.31
New Taiwan Dollar		3,196,413		1.75
Philippine Peso		458,999		0.25
Singapore Dollar		620,546		0.34
South African Rand		1,473,497		0.81
South Korea Won		4,181,243		2.30
Swedish Krona		2,730,775		1.50
Swiss Franc		559,147		0.31
Thai Baht		2,735,435		1.50
US Dollar		110,375,012		60.59
Total Investments	$	182,156,477		100.00	%

	Fair Value		Percentage of Total Investments
PORTFOLIO DIVERSIFICATION
Australia	$	3,308,545		1.81	%
Austria		595,592		0.33
Belgium		571,747		0.31
Bermuda		1,511,558		0.83
Brazil		2,898,803		1.59
Britain		1,576,081		0.86
Canada		2,976,740		1.65
Cayman Islands		2,080,916		1.14
Chile		439,494		0.24
China		2,979,214		1.64
France		5,612,859		3.08
Germany		4,097,674		2.25
Hong Kong		3,255,012		1.79
India		1,057,831		0.58
Indonesia		1,462,095		0.80
Ireland		1,399,353		0.77
Italy		3,307,495		1.82
Japan		15,065,357		8.26
Jersey		2,018,692		1.11
Luxembourg		700,445		0.38
Malaysia		1,345,978		0.74
Mexico		555,941		0.31
Netherlands		2,137,867		1.17
Philippines		458,999		0.25
Singapore		620,546		0.34
South Africa		1,473,497		0.81
South Korea		5,672,934		3.11
Sweden		2,730,775		1.50
Switzerland		559,147		0.31
Taiwan		3,966,828		2.18
Thailand		2,735,435		1.50
United Kingdom		1,664,548		0.91
United States		101,318,479		55.63
Total Investments	$	182,156,477		100.00	%

The Leuthold Funds - 2016 Annual Report

See Notes to the Financial Statements.

Leuthold Select Industries Fund

Schedule of Investments
September 30, 2016

	Shares		Fair Value
COMMON STOCKS - 98.30%

Aerospace & Defense - 4.77%
General Dynamics Corp.		443	$	68,736
L-3 Communications Holdings, Inc.		596		89,835
Northrop Grumman Corp.		876		187,420
Raytheon Co.		956		130,140
Spirit AeroSystems Holdings, Inc. - Class A (a)		1,375		61,243
Textron, Inc.		1,647		65,468
				602,842

Airlines - 6.13%
Alaska Air Group, Inc.		1,254		82,589
American Airlines Group, Inc.		3,358		122,936
Delta Air Lines, Inc.		3,909		153,858
Hawaiian Holdings, Inc. (a)		3,807		185,020
JetBlue Airways Corp. (a)		3,907		67,357
Southwest Airlines Co.		4,180		162,560
				774,320

Auto Components - 4.86%
American Axle & Manufacturing Holdings, Inc. (a)		3,773		64,971
BorgWarner, Inc.		2,753		96,851
Cooper Tire & Rubber Co.		1,772		67,371
Cooper-Standard Holding, Inc. (a)		604		59,675
Gentex Corp.		3,607		63,339
Lear Corp.		797		96,612
Magna International, Inc. (b)		2,326		99,902
Tenneco, Inc. (a)		1,106		64,447
				613,168

Banks - 1.62%
Banco Macro SA - ADR		512		40,064
Credicorp, Ltd. (b)		406		61,802
Grupo Financiero Galicia SA - ADR		1,301		40,474
KB Financial Group, Inc. - ADR		1,806		61,783
				204,123

Biotechnology - 3.92%
AbbVie, Inc.	1,974	124,500
Amgen, Inc.	727	121,271
Biogen, Inc. (a)	407	127,403
Gilead Sciences, Inc.	1,539	121,766
		494,940

Building Products - 5.60%
American Woodmark Corp. (a)	821	66,148
Apogee Enterprises, Inc.	1,463	65,382
Caesarstone, Ltd. (a)(b)	1,687	63,617
Gibraltar Industries, Inc. (a)	1,399	51,973
Masco Corp.	3,165	108,591
Owens Corning	2,111	112,706
Patrick Industries, Inc. (a)	1,089	67,431
Universal Forest Products, Inc.	758	74,655
USG Corp. (a)	3,755	97,067
		707,570

Capital Markets - 4.20%
CME Group, Inc.	1,185	123,856
Intercontinental Exchange, Inc.	455	122,559
Moody’s Corp.	1,190	128,853
Morningstar, Inc.	433	34,324
NASDAQ, Inc.	1,795	121,234
		530,826

Chemicals - 0.75%
Innospec, Inc.	775	47,128
Stepan Co.	646	46,938
		94,066

Communications Equipment - 0.61%
Cisco Systems, Inc.	2,422	76,826

Containers & Packaging - 0.40%
Packaging Corp. of America	621	50,462

Distributors - 0.79%
Genuine Parts Co.	990	99,446

See Notes to the Financial Statements.

The Leuthold Funds - 2016 Annual Report

Leuthold Select Industries Fund

Schedule of Investments (continued)
September 30, 2016

	Shares		Fair Value
COMMON STOCKS - 98.30% (continued)

Electronic Equipment, Instruments & Components - 8.83%
Arrow Electronics, Inc. (a)		2,189	$	140,030
Avnet, Inc.		2,818		115,707
Benchmark Electronics, Inc. (a)		2,330		58,134
Flex, Ltd. (a)		10,723		146,047
Ingram Micro, Inc. - Class A		4,364		155,620
Jabil Circuit, Inc.		7,371		160,835
Methode Electronics, Inc.		1,783		62,352
Plexus Corp. (a)		1,136		53,142
Sanmina Corp. (a)		2,773		78,947
Tech Data Corp. (a)		1,711		144,939
				1,115,753

Food & Staples Retailing - 0.58%
SpartanNash Co.		1,244		35,977
United National Foods, Inc. (a)		930		37,237
				73,214

Health Care Providers & Services - 7.59%
Aetna, Inc.		1,260		145,467
Anthem, Inc.		937		117,415
Centene Corp. (a)		1,828		122,403
Cigna Corp.		726		94,612
Humana, Inc.		565		99,943
McKesson Corp.		1,115		185,926
Owens & Minor, Inc.		1,001		34,765
UnitedHealth Group, Inc.		1,129		158,060
				958,591

Household Durables - 2.12%
Ethan Allen Interiors, Inc.		1,064		33,271
Meritage Homes Corp. (a)		1,638		56,839
Mohawk Industries, Inc. (a)		291		58,299
TRI Pointe Group, Inc. (a)		4,879		64,305
Whirlpool Corp.		341		55,297
				268,011

IT Services - 11.49%
Accenture PLC - Class A (b)	1,319	161,142
Amdocs, Ltd.	1,140	65,949
CACI International, Inc. - Class A (a)	501	50,551
CGI Group, Inc. - Class A (a)(b)	1,067	50,821
Cognizant Technology Solutions Corp. - Class A (a)	1,132	54,008
Convergys Corp.	2,074	63,091
DST Systems, Inc.	817	96,341
Fiserv, Inc. (a)	1,382	137,467
Global Payments, Inc.	1,529	117,366
International Business Machines Corp.	1,001	159,009
MasterCard, Inc. - Class A	1,515	154,182
NeuStar, Inc. - Class A (a)	1,649	43,847
Science Applications International Corp.	1,034	71,729
Visa, Inc. - Class A	2,147	177,557
Western Union Co.	2,331	48,531
		1,451,591

Life Sciences Tools & Services - 0.82%
PerkinElmer, Inc.	935	52,463
VWR Corp. (a)	1,821	51,643
		104,106

Machinery - 0.43%
Crane Co.	865	54,504

Media - 4.70%
Interpublic Group of Companies, Inc.	7,869	175,872
Omnicom Group, Inc.	2,762	234,770
WPP PLC - ADR	1,549	182,348
		592,990

The Leuthold Funds - 2016 Annual Report

See Notes to the Financial Statements.

Leuthold Select Industries Fund

Schedule of Investments (continued)
September 30, 2016


	Shares		Fair Value
COMMON STOCKS - 98.30% (continued)

Multiline Retail - 2.52%
Big Lots, Inc.		2,421	$	115,603
Dillard’s, Inc. - Class A		944		59,481
Dollar General Corp.		2,036		142,500
				317,584

Semiconductors & Semiconductor Equipment - 7.75%
Applied Materials, Inc.		6,644		200,317
Intel Corp.		2,026		76,481
Lam Research Corp.		2,240		212,150
MKS Instruments, Inc.		1,831		91,056
QUALCOMM, Inc.		993		68,020
SolarEdge Technologies, Inc. (a)(b)		3,733		64,320
Teradyne, Inc.		8,043		173,568
Tessera Technologies, Inc.		2,430		93,409
				979,321

Software - 3.50%
Activision Blizzard, Inc.		4,972		220,259
Electronic Arts, Inc. (a)		2,594		221,528
				441,787

Specialty Retail - 6.67%
Advance Auto Parts, Inc.		334		49,806
American Eagle Outfitters, Inc.		3,278		58,545
Asbury Automotive Group, Inc. (a)		1,200		66,804
AutoNation, Inc. (a)		1,656		80,664
AutoZone, Inc. (a)		128		98,348
Caleres, Inc.		1,408		35,608
CarMax, Inc. (a)		1,986		105,953
Group 1 Automotive, Inc.		912		58,259
Lithia Motors, Inc. - Class A		847		80,905
O’Reilly Automotive, Inc. (a)		376		105,321
Penske Automotive Group, Inc.		2,133		102,768
				842,981

Technology Hardware, Storage & Peripherals - 0.62%
HP, Inc.	5,070		78,737

Trading Companies & Distributors - 4.48%
AerCap Holdings NV (a)(b)	3,304		127,171
Air Lease Corp.	3,125		89,312
GATX Corp.	2,090		93,110
United Rentals, Inc. (a)	1,971		154,704
WESCO International, Inc. (a)	1,645		101,151
			565,448

Water Utilities - 2.55%
American States Water Co.	770		30,839
American Water Works Co., Inc.	1,322		98,938
Aqua America, Inc.	2,833		86,350
California Water Service Group	1,444		46,338
Cia de Saneamento Basico do Estado de Sao Paulo - ADR	6,465		59,866
			322,331

TOTAL COMMON STOCKS (Cost $10,032,637)		$	12,415,538

PREFERRED STOCKS - 1.52%
Banks - 1.52%
Banco Bradesco SA - ADR	7,099	$	64,388
Bancolombia SA - ADR	1,652		64,494
Itau Unibanco Holding SA - ADR	5,775		63,179

TOTAL PREFERRED STOCKS (Cost $194,087)		$	192,061

See Notes to the Financial Statements.

The Leuthold Funds - 2016 Annual Report

Leuthold Select Industries Fund

Schedule of Investments (continued)
September 30, 2016

	Shares		Fair Value
SHORT-TERM INVESTMENTS - 0.37%
Money Market Funds - 0.37%
Fidelity Institutional Money Market Funds - Government Portfolio, 0.027% (c)		47,202	$	47,202
TOTAL SHORT-TERM INVESTMENTS (Cost $47,202)			$	47,202

Total Investments (Cost $10,273,926) - 100.19%			$	12,654,801

Liabilities in Excess of Other Assets - (0.19)%				(23,910	)

TOTAL NET ASSETS - 100.00%			$	12,630,891

Percentages are stated as a percent of net assets.

ADR American Depositary Receipt

(a) Non-income producing security.

(b) Foreign issued security.

The Leuthold Funds - 2016 Annual Report

See Notes to the Financial Statements.

Leuthold Global Industries Fund

Schedule of Investments

September 30, 2016

	Shares		Fair Value
COMMON STOCKS - 99.51%

Airlines - 2.22%
Delta Air Lines, Inc.		2,908	$	114,459
JetBlue Airways Corp. (a)		4,838		83,407
United Continental Holdings, Inc. (a)		1,159		60,813
				258,679


Auto Components - 7.94%
Brembo SpA (b)		939		56,032
Calsonic Kansei Corp. (b)		12,000		111,161
Cheng Shin Rubber Industry Co., Ltd. (b)		26,000		54,849
Cooper Tire & Rubber Co.		1,751		66,573
Cooper-Standard Holding, Inc. (a)		534		52,759
Faurecia (b)		1,397		54,822
Goodyear Tire & Rubber Co.		3,167		102,294
Lear Corp.		1,103		133,706
Leoni AG (b)		468		17,039
Magna International, Inc. (b)		2,579		110,768
Plastic Omnium SA (b)		2,134		70,816
Tong Yang Industry Co., Ltd. (b)		39,000		92,865
				923,684
Automobiles - 4.63%
Ford Motor Co.		5,202		62,788
Geely Automobile Holdings, Ltd. (b)		50,000		45,023
General Motors Co.		2,676		85,016
Great Wall Motor Co., Ltd. (b)		50,000		49,168
Hyundai Motor Co. (b)		300		37,074
Kia Motors Corp. (b)		1,192		45,799
Nissan Motor Co., Ltd. (b)		5,400		52,968
Renault SA (b)		686		56,437
Tata Motors, Ltd. - ADR		2,604		104,108
				538,381

Banks - 4.39%
Banco do Brasil SA (b)		9,500		67,069
CIMB Group Holdings Bhd (b)		56,200		64,137
Grupo Financiero Banorte SAB de CV (b)		11,000		57,746
Krung Thai Bank PCL - NVDR		124,300		63,360
Nedbank Group, Ltd. (b)		4,420		71,892
Taishin Financial Holding Co., Ltd. (b)		159,782		59,618
TMB Bank PCL - NVDR		934,600		57,335
Woori Bank (b)		6,738		70,035
				511,192

Building Products - 5.15%
American Woodmark Corp. (a)		888		71,546
Apogee Enterprises, Inc.		1,512		67,571
Asahi Glass Co., Ltd. (b)		16,000		103,455
Cie de Saint-Gobain (b)		1,562		67,588
Kingspan Group PLC (b)		2,418		65,136
Owens Corning		1,891		100,961
Universal Forest Products, Inc.		635		62,541
USG Corp. (a)		2,350		60,748
				599,546


Capital Markets - 4.23%
BM&F Bovespa SA - Bolsa de Valores Mercadorias e Futuros (b)		21,800		113,285
Deutsche Boerse AG (a)(b)		1,370		111,201
Euronext NV (b)		1,034		44,120
NASDAQ, Inc.		1,617		109,212
Thomson Reuters Corp.		2,770		114,623
				492,441

See Notes to the Financial Statements.

The Leuthold Funds - 2016 Annual Report

Leuthold Global Industries Fund

Schedule of Investments (continued)

September 30, 2016

	Shares		Fair Value
COMMON STOCKS - 99.51% (continued)

Chemicals - 5.73%
Denka Co., Ltd. (b)		22,000	$	95,279
Hyosung Corp. (b)		632		75,091
Lotte Chemical Corp. (b)		516		140,658
LyondellBasell Industries NV - Class A (b)		1,881		151,721
Mitsui Chemicals, Inc. (b)		17,000		80,865
Tosoh Corp. (b)		20,000		123,272
				666,886

Construction & Engineering - 1.85%
Aecon Group, Inc. (b)		4,881		67,414
KBR, Inc.		4,748		71,837
NCC AB - Class B (b)		2,881		75,498
				214,749

Construction Materials - 4.75%
BBMG Corp. (b)		141,000		54,691
CSR, Ltd. (b)		16,656		46,439
Eagle Materials, Inc.		991		76,604
Headwaters, Inc. (a)		3,685		62,350
HeidelbergCement AG (b)		767		72,537
James Hardie Industries PLC (b)		4,840		75,777
Semen Indonesia Persero Tbk PT (b)		71,800		55,774
Taiheiyo Cement Corp. (b)		25,000		71,937
Tipco Asphalt PCL - NVDR		66,800		36,917
				553,026

Distributors - 0.47%
Inchcape PLC (b)		6,429		54,857

Diversified Financial Services - 4.19%
AMP, Ltd. (b)		27,792		112,985
Berkshire Hathaway, Inc. - Class B (a)		1,173		169,463
EXOR SpA (b)		2,865		116,009
GT Capital Holdings, Inc. (b)		1,484		44,231
L E Lundbergforetagen AB - Class B (b)		690		45,345
				488,033

Diversified Telecommunication Services - 3.74%
China Communications Services Corp., Ltd. (b)		72,000		45,193
Chunghwa Telecom Co., Ltd. - ADR		2,145		75,139
Jasmine International PCL - NVDR		416,200		86,626
KT Corp. - ADR (a)		3,367		54,040
LG Uplus Corp. (b)		8,190		87,589
Telekomunikasi Indonesia Persero Tbk PT - ADR		1,319		87,160
				435,747

Electric Utilities - 3.39%
CLP Holdings, Ltd. (b)		7,500		77,678
EDP - Energias Do Brasil SA (b)		14,600		64,467
Enersis Americas SA - ADR		3,305		27,068
Enersis Chile SA - ADR		3,305		15,698
Korea Electric Power Corp. - ADR		3,739		91,157
Tenaga Nasional Bhd (b)		23,400		80,914
TransAlta Corp. (b)		8,426		37,443
				394,425

Electronic Equipment, Instruments & Components - 5.64%
Arrow Electronics, Inc. (a)		1,063		68,000
Avnet, Inc.		1,698		69,720
Corning, Inc.		3,099		73,291
Hexagon AB - Class B (b)		1,725		75,334
Hon Hai Precision Industry Co., Ltd. (b)		28,600		72,377
Jabil Circuit, Inc.		3,359		73,293

The Leuthold Funds - 2016 Annual Report

See Notes to the Financial Statements.

Leuthold Global Industries Fund

Schedule of Investments (continued)

September 30, 2016

	Shares		Fair Value
COMMON STOCKS - 99.51% (continued)

Electronic Equipment, Instruments & Components - 5.64% (continued)
Kingboard Chemical Holdings, Ltd. (b)		23,500	$	71,514
Sanmina Corp. (a)		2,666		75,901
Tech Data Corp. (a)		902		76,409
				655,839

Household Durables - 1.88%
Barratt Developments PLC (b)		10,916		69,884
Bellway PLC (b)		1,887		57,866
Meritage Homes Corp. (a)		1,756		60,933
Redrow PLC (b)		5,841		30,227
				218,910

Independent Power & Renewable Electricity Producers - 0.32%
Drax Group PLC (b)		9,281		36,727

Insurance - 0.73%
Validus Holdings, Ltd. (b)		1,694		84,395

Internet Software & Services - 4.43%
Akamai Technologies, Inc. (a)		1,508		79,909
Alphabet, Inc. - Class A (a)		117		94,075
Baidu, Inc. - ADR (a)		538		97,954
eBay, Inc. (a)		3,270		107,583
j2 Global, Inc.		880		58,617
Rackspace Hosting, Inc. (a)		2,451		77,672
				515,810

IT Services - 1.83%
Convergys Corp.		2,412		73,373
DST Systems, Inc.		734		86,553
Syntel, Inc. (a)		1,263		52,933
				212,859

Media - 5.02%
Asatsu-DK, Inc. (b)		1,100		29,300
Hakuhodo DY Holdings, Inc. (b)		3,700		43,364
Interpublic Group of Companies, Inc.		4,155		92,864
Omnicom Group, Inc.		1,751		148,835
Publicis Groupe SA (b)		1,780		134,689
WPP PLC (b)		5,750		135,157
				584,209

Metals & Mining - 5.21%
APERAM SA (b)		1,613		72,723
Bekaert SA (b)		1,297		59,372
BlueScope Steel, Ltd. (b)		13,395		79,968
Cliffs Natural Resources, Inc. (a)		8,218		48,075
Kaiser Aluminum Corp.		993		85,885
OZ Minerals, Ltd. (b)		18,341		85,767
Reliance Steel & Aluminum Co.		705		50,781
Voestalpine AG (b)		1,789		61,848
Worthington Industries, Inc.		1,299		62,391
				606,810

Paper & Forest Products - 0.02%
China Forestry Holdings Co., Ltd. (a)(b)(d)(e)		116,000		2,243

Real Estate Management & Development - 4.74%
China Overseas Land & Investment, Ltd. (b)		18,000		61,884
Deutsche EuroShop AG (b)		866		40,265
Deutsche Wohnen AG (b)		2,398		87,259
Fabege AB (b)		4,094		74,641
Highwealth Construction Corp. (b)		30,000		46,491
Jones Lang LaSalle, Inc.		512		58,260
Leopalace21 Corp. (b)		7,000		46,261
Nexity SA (b)		775		40,930
Quality Houses PCL - NVDR		536,700		37,869
Swiss Prime Site AG (b)		652		57,258
				551,118

See Notes to the Financial Statements.

The Leuthold Funds - 2016 Annual Report

Leuthold Global Industries Fund

Schedule of Investments (continued)
September 30, 2016

	Shares		Fair Value
COMMON STOCKS - 99.51% (continued)

Road & Rail - 6.52%
Avis Budget Group, Inc. (a)		1,479	$	50,597
Canadian National Railway Co. (b)		1,158		75,697
Central Japan Railway Co. (b)		700		119,844
ComfortDelGro Corp., Ltd. (b)		30,000		62,055
CSX Corp.		3,261		99,460
Norfolk Southern Corp.		758		73,571
Ryder System, Inc.		894		58,959
Sankyu, Inc. (b)		7,000		40,199
Seino Holdings Co., Ltd. (b)		5,000		52,583
Swift Transportation Co. (a)		3,804		81,672
Werner Enterprises, Inc.		1,916		44,585
				759,222

Trading Companies & Distributors - 4.80%
Air Lease Corp.		2,263		64,677
Aircastle, Ltd.		3,217		63,890
Barloworld, Ltd. (b)		13,268		80,345
GATX Corp.		1,499		66,780
HD Supply Holdings, Inc. (a)		1,975		63,160
United Rentals, Inc. (a)		1,025		80,452
WESCO International, Inc. (a)		1,193		73,358
Wolseley PLC (b)		1,161		65,297
				557,959

Wireless Telecommunication Services - 5.69%
China Mobile, Ltd. - ADR		1,899		116,826
Freenet AG (b)		2,726		79,787
KDDI Corp. (b)		6,700		207,579
Softbank Group Corp. (b)		2,900		187,945
Vodafone Group PLC - ADR		2,381		69,406
				661,543

TOTAL COMMON STOCKS (Cost $10,702,183)			$	11,579,290

PREFERRED STOCKS - 0.46%

Electric Utilities - 0.46%
Cia Energetica de Minas Gerais - ADR		20,590	$	53,328

TOTAL PREFERRED STOCKS (Cost $46,035)			$	53,328

SHORT-TERM INVESTMENTS - 0.30%

Money Market Funds - 0.30%
Fidelity Institutional Money Market Funds - Government Portfolio, 0.027% (c)		34,537	$	34,537
TOTAL SHORT-TERM INVESTMENTS (Cost $34,537)			$	34,537

Total Investments (Cost $10,782,755) - 100.27%			$	11,667,155
Liabilities in Excess of Other Assets - (0.27)%				(31,656	)
TOTAL NET ASSETS - 100.00%			$	11,635,499

Percentages are stated as a percent of net assets.

ADR American Depositary Receipt

NVDR Non-Voting Depositary Receipt

(a)	Non-income producing security.

(b)	Foreign issued security.

(c)	The rate quoted is the annualized seven-day yield as of September 30, 2016.

(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, Inc.

The Leuthold Funds - 2016 Annual Report

See Notes to the Financial Statements.

Leuthold Global Industries Fund

Schedule of Investments (continued)

September 30, 2016


	Fair Value		Percentage of Total Investments
CURRENCY EXPOSURE
Australian Dollar	$	400,936		3.44	%
Brazilian Real		244,821		2.10
British Pound		450,015		3.86
Canadian Dollar		180,554		1.55
Euro		1,308,609		11.22
Hong Kong Dollar		407,393		3.49
Indonesian Rupiah		55,774		0.48
Japanese Yen		1,366,013		11.71
Malaysian Ringgit		145,051		1.24
Mexican Peso		57,746		0.49
New Taiwan Dollar		326,199		2.79
Philippine Peso		44,231		0.38
Singapore Dollar		62,055		0.53
South African Rand		152,237		1.30
South Korea Won		456,247		3.91
Swedish Krona		270,817		2.32
Swiss Franc		57,258		0.49
Thai Baht		282,105		2.42
US Dollar		5,399,094		46.28
Total Investments	$	11,667,155		100.00	%

	Fair Value		Percentage of Total Investments
PORTFOLIO DIVERSIFICATION
Australia	$	325,159		2.79	%
Austria		61,848		0.53
Belgium		59,372		0.51
Bermuda		148,285		1.27
Brazil		298,149		2.55
Britain		157,977		1.36
Canada		291,322		2.50
Chile		42,766		0.37
China		294,272		2.53
France		425,282		3.64
Germany		408,088		3.49
Hong Kong		327,902		2.81
India		104,108		0.89
Indonesia		142,934		1.23
Ireland		140,913		1.21
Italy		172,041		1.47
Japan		1,366,013		11.71
Jersey		200,454		1.72
Luxembourg		72,723		0.62
Malaysia		145,051		1.24
Mexico		57,746		0.49
Netherlands		44,120		0.38
Philippines		44,231		0.38
Singapore		62,055		0.53
South Africa		152,237		1.30
South Korea		601,443		5.15
Sweden		270,817		2.32
Switzerland		57,258		0.49
Taiwan		401,339		3.43
Thailand		282,105		2.42
United Kingdom		160,990		1.39
United States		4,348,155		37.28
Total Investments	$	11,667,155		100.00	%

See Notes to the Financial Statements.

The Leuthold Funds - 2016 Annual Report

Grizzly Short Fund

Schedule of Investments

September 30, 2016

	Shares		Fair Value
SHORT-TERM INVESTMENTS - 82.92%
Money Market Funds - 82.92%
Fidelity Institutional Money Market Funds - Government Portfolio, 0.027% (a)(b)		147,779,418		$	147,779,418
TOTAL SHORT-TERM INVESTMENTS (Cost $147,779,418)				$	147,779,418

Total Investments (Cost $147,779,418) - 82.92%				$	147,779,418
Other Assets in Excess of Liabilities - 17.08% (b)					30,432,426
TOTAL NET ASSETS - 100.00%				$	178,211,844

Percentages are stated as a percent of net assets.

(a)	The rate quoted is the annualized seven-day yield as of September 30, 2016.

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

The Leuthold Funds - 2016 Annual Report

See Notes to the Financial Statements.

Grizzly Short Fund

Schedule of Securities Sold Short - (a)
September 30, 2016

	Shares		Fair Value
COMMON STOCKS - 96.04%

Banks - 3.41%
M&T Bank Corp.		23,371	$	2,713,373
Pinnacle Financial Partners, Inc.		17,247		932,718
Texas Capital Bancshares, Inc.		44,118		2,422,961
				6,069,052

Beverages - 4.06%
Boston Beer Co., Inc. - Class A		9,499		1,474,815
Brown-Forman Corp. - Class B		58,866		2,792,603
Molson Coors Brewing Co. - Class B		27,068		2,972,066
				7,239,484

Biotechnology - 2.77%
Alexion Pharmaceuticals, Inc.		19,372		2,373,845
Alnylam Pharmaceuticals, Inc.		37,869		2,566,761
				4,940,606

Building Products - 2.10%
Advanced Drainage Systems, Inc.		45,368		1,091,554
Armstrong World Industries, Inc.		40,744		1,683,542
Builders FirstSource, Inc.		83,487		960,935
				3,736,031

Capital Markets - 7.60%
Charles Schwab Corp.		96,235		3,038,139
Deutsche Bank AG (b)		182,472		2,388,558
Financial Engines, Inc.		30,745		913,434
SEI Investments Co.		38,744		1,767,114
Stifel Financial Corp.		64,240		2,470,028
TD Ameritrade Holding Corp.		84,112		2,964,107
				13,541,380

Chemicals - 1.55%
Axalta Coating Systems, Ltd. (b)		97,860		2,766,502

Commercial Services & Supplies - 1.54%
Clean Harbors, Inc.		18,747		899,481
Healthcare Services Group, Inc.		46,486		1,839,916
				2,739,397

Communications Equipment - 1.49%
Palo Alto Networks, Inc.		16,608		2,646,153

Construction & Engineering - 1.74%
Quanta Services, Inc.		110,483		3,092,419

Construction Materials - 1.00%
Summit Materials, Inc. - Class A		96,485		1,789,797

Containers & Packaging - 2.04%
Ball Corp.		33,120		2,714,184
Silgan Holdings, Inc.		18,372		929,439
				3,643,623

Diversified Consumer Services - 1.87%
Houghton Mifflin Harcourt Co.		56,117		752,529
Service Corp. International		97,110		2,577,299
				3,329,828

Electric Utilities - 0.49%
Avangrid, Inc.		20,997		877,255

Electrical Equipment - 1.04%
Sensata Technologies Holding NV (b)		47,716		1,850,427

Energy Equipment & Services - 7.67%
Baker Hughes, Inc.		52,128		2,630,900
Forum Energy Technologies, Inc.		66,240		1,315,527
Frank’s International NV (b)		66,865		869,245
Halliburton Co.		64,740		2,905,531
Schlumberger, Ltd. (b)		34,120		2,683,197
Superior Energy Services, Inc.		182,722		3,270,724
				13,675,124

See Notes to the Financial Statements.

The Leuthold Funds - 2016 Annual Report

Grizzly Short Fund

Schedule of Securities Sold Short - (a) (continued)
September 30, 2016

	Shares		Fair Value
COMMON STOCKS - 96.04% (continued)
Food Products - 5.31%
ConAgra Foods, Inc.		62,860	$	2,961,334
Pinnacle Foods, Inc.		56,616		2,840,425
Snyder’s-Lance, Inc.		34,120		1,145,750
TreeHouse Foods, Inc.		28,746		2,506,364
				9,453,873

Gas Utilities - 0.47%
National Fuel Gas Co.		15,373		831,218

Health Care Equipment & Supplies - 3.31%
DexCom, Inc.		31,620		2,771,809
Endologix, Inc.		76,113		974,247
LivaNova PLC (b)		20,747		1,247,102
Zeltiq Aesthetics, Inc.		23,295		913,630
				5,906,788

Health Care Providers & Services - 1.49%
Acadia Healthcare Co., Inc.		53,742		2,662,916

Health Care Technology - 1.62%
Athenahealth, Inc.		22,855		2,882,473

Hotels, Restaurants & Leisure - 3.71%
Boyd Gaming Corp.		47,618		941,884
Chipotle Mexican Grill, Inc.		6,249		2,646,451
Melco Crown Entertainment, Ltd. - ADR		187,972		3,028,229
				6,616,564

Independent Power & Renewable Electricity Producers - 2.98%
Calpine Corp.		206,969		2,616,088
Dynegy, Inc.		217,844		2,699,087
				5,315,175

Industrial Conglomerates - 1.54%
Roper Technologies, Inc.		14,998		2,736,685

Internet & Direct Marketing Retail - 5.87%
Expedia, Inc.		23,746		2,771,633
JD.com, Inc. - ADR		101,067		2,636,838
Netflix, Inc.		31,245		3,079,195
TripAdvisor, Inc.		31,245		1,974,059
				10,461,725

Internet Software & Services - 0.52%
New Relic, Inc.		24,246		929,107

Life Sciences Tools & Services - 1.51%
Illumina, Inc.		14,847		2,697,106

Machinery - 1.12%
CNH Industrial NV (b)		151,227		1,091,859
Proto Labs, Inc.		14,998		898,530
				1,990,389

Media - 1.96%
E.W. Scripps Co. - Class A		66,740		1,061,166
IMAX Corp. (b)		83,737		2,425,861
				3,487,027

Metals & Mining - 2.66%
Alcoa, Inc.		290,331		2,943,956
Compass Minerals International, Inc.		24,246		1,786,930
				4,730,886

Multi-Utilities - 3.03%
Dominion Resources, Inc.		35,620		2,645,497
Sempra Energy		25,621		2,746,315
				5,391,812

Oil, Gas & Consumable Fuels - 3.39%
EOG Resources, Inc.		28,871		2,792,115
Imperial Oil, Ltd. (b)		39,869		1,248,697
Occidental Petroleum Corp.		27,371		1,995,893
				6,036,705

The Leuthold Funds - 2016 Annual Report

See Notes to the Financial Statements.

Grizzly Short Fund

Schedule of Securities Sold Short - (a) (continued)
September 30, 2016

	Shares		Fair Value
COMMON STOCKS - 96.04% (continued)

Software - 10.95%
Fortinet, Inc.		86,612	$	3,198,581
Imperva, Inc.		57,241		3,074,414
ServiceNow, Inc.		33,672		2,665,139
Splunk, Inc.		44,743		2,625,519
SS&C Technologies Holdings, Inc.		81,160		2,609,294
Tableau Software, Inc. - Class A		48,868		2,700,934
Tyler Technologies, Inc.		15,460		2,647,216
				19,521,097

Specialty Retail - 0.50%
Monro Muffler Brake, Inc.		14,623		894,489

Technology Hardware, Storage & Peripherals - 0.58%
Electronics For Imaging, Inc.		21,247		1,039,403

Textiles, Apparel & Luxury Goods - 3.15%
NIKE, Inc. - Class B		48,743		2,566,319
Under Armour, Inc. - Class A		78,988		3,055,256
				5,621,575

TOTAL COMMON STOCKS (Proceeds $167,491,742)			$	171,144,091

INVESTMENT COMPANIES - 1.10%
Exchange-Traded Funds - 1.10%
SPDR S&P 500 ETF Trust		9,098	$	1,967,897
TOTAL INVESTMENT COMPANIES (Proceeds $1,926,233)			$	1,967,897

TOTAL SECURITIES SOLD SHORT (Proceeds $169,417,975) - 97.14%			$	173,111,988

Percentages are stated as a percent of net assets.

ADR American Depositary Receipt

(a)	Non-income producing security.

(b)	Foreign issued security.

See Notes to the Financial Statements.

The Leuthold Funds - 2016 Annual Report

The Leuthold Funds

Notes to the Financial Statements

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. In addition, the Funds are considered investment companies under, and follow the accounting and reporting guidance in, Accounting Standards Codification Topic 946 - Investment Companies. Leuthold Weeden Capital Management is the investment adviser (the “Adviser”). The Company consists of five series (each series a “Fund” and collectively, the “Funds”):

Fund	Investment Objective	Inception – Retail Share Class	Inception – Institutional Share Class
Leuthold Core Investment Fund	Seeks total return consistent with prudent investment risk over the long-term	11/20/1995	1/31/2006

Leuthold Global Fund	Seeks total return consistent with prudent investment risk over the long-term	7/1/2008	4/30/2008

Leuthold Select Industries Fund	Capital appreciation	6/19/2000	n/a

Leuthold Global Industries Fund	Seeks 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 (other than The NASDAQ OMX Group, Inc., referred to as “NASDAQ”) are valued at the last sale price on the day the valuation is made. Securities that are traded on NASDAQ under one of its three listing tiers, NASDAQ Global Market, NASDAQ Global Select Market, and 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 generally 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 generally 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. Exchange-traded options are valued at the last reported sale price priced on the primary 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 are 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. Shares of open-end investment companies (other than shares of an exchange-traded fund traded on domestic securities exchanges or on NASDAQ) are valued at one of the following prices (as determined by the Adviser): (a) the net asset value announced by such open-end investment company following the close of business on the day a Fund’s net asset value is to be calculated; (b) the net asset value announced by such open-end investment company following the close of business on the business day immediately preceding the day a Fund’s net asset value is to be calculated; or (c) a value determined by the Adviser by adding to, or subtracting from, the net asset value announced by such open-end investment company following the close of business on the business day immediately preceding the day a Fund’s net asset value is to be calculated, an amount equal to the Adviser’s estimate of the effect of changes in the market prices for the types of securities held by such investment company. Other assets, including securities for which no quotations are readily available, are valued at fair value as determined in good faith by the Board of Directors (“Directors”) pursuant to the Funds’ “Pricing and Valuation Guidelines.”

The Leuthold Funds - 2016 Annual Report

The Leuthold Funds

	The Funds may invest in foreign securities. (Foreign securities may be priced at the closing price reported on the foreign exchange on which they are principally traded.) Trading in foreign securities may be completed at times that vary from the closing of the New York Stock Exchange (“NYSE”). 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 NYSE. Foreign securities quoted in foreign currencies are translated into U.S. dollars at current exchange 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 NYSE. 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. Some of the factors which may be considered by the Board 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 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 mean between the closing bid and asked prices as obtained from a reputable pricing source. As of September 30, 2016, none of the Funds held physical metals.

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.

80	The Leuthold Funds - 2016 Annual Report

The Leuthold Funds

The following is a summary of the inputs used to value the Funds’ investments and securities sold short as of September 30, 2016:

Leuthold Core Investment Fund
Investments at Fair Value	Level 1		Level 2		Level 3		Total
Common Stocks
Aerospace & Defense	$	24,888,978	$	—	$	—	$	24,888,978
Air Freight & Logistics		—		301,561		—		301,561
Airlines		32,580,880		756,134		—		33,337,014
Auto Components		24,830,641		1,210,983		—		26,041,624
Automobiles		1,125,956		1,170,766		—		2,296,722
Banks		8,837,973		3,282,286		—		12,120,259
Biotechnology		19,889,282		—		—		19,889,282
Building Products		29,289,838		359,197		—		29,649,035
Capital Markets		22,410,824		—		—		22,410,824
Chemicals		3,893,603		2,203,548		6,482		6,103,633
Communications Equipment		3,123,119		—		—		3,123,119
Containers & Packaging		2,269,821		—		—		2,269,821
Distributors		4,132,513		—		—		4,132,513
Diversified Consumer Services		172,726		—		—		172,726
Diversified Financial Services		—		350,674		—		350,674
Diversified Telecommunication Services		781,326		588,744		—		1,370,070
Electric Utilities		868,349		—		—		868,349
Electronic Equipment, Instruments & Components		46,017,159		1,278,818		—		47,295,977
Food & Staples Retailing		3,251,841		465,051		—		3,716,892
Food Products		1,340,100		2,355,350		—		3,695,450
Gas Utilities		32,917		64,716		—		97,633
Health Care Equipment & Supplies		370,826		839,767		—		1,210,593
Health Care Providers & Services		40,311,785		441,863		—		40,753,648
Household Durables		11,452,862		571,452		—		12,024,314
Independent Power and Renewable Electricity Producers		—		343,149		—		343,149
Industrial Conglomerates		540,534		796,293		—		1,336,827
Insurance		—		2,637,634		—		2,637,634
Internet Software & Services		768,564		1,320,597		—		2,089,161
IT Services		60,156,046		1,117,483		—		61,273,529
Life Sciences Tools & Services		4,294,931		—		—		4,294,931
Machinery		2,261,681		—		—		2,261,681
Media		24,919,219		—		—		24,919,219
Multiline Retail		12,970,452		—		—		12,970,452
Oil, Gas & Consumable Fuels		562,255		1,965,499		—		2,527,754
Paper & Forest Products		—		707,618		—		707,618
Personal Products		—		1,135,263		—		1,135,263
Pharmaceuticals		—		736,557		—		736,557
Real Estate Investment Trusts (REIT’s)		—		248,873		—		248,873
Real Estate Management & Development		196,210		3,157,134		—		3,353,344
Road & Rail		261,821		—		—		261,821
Semiconductors & Semiconductor Equipment		40,435,877		2,589,663		—		43,025,540
Software		18,284,853		—		—		18,284,853
Specialty Retail		35,690,508		—		—		35,690,508
Technology Hardware, Storage & Peripherals		3,201,075		1,569,407		—		4,770,482
Textiles, Apparel & Luxury Goods		—		194,012		—		194,012
Trading Companies & Distributors		23,398,055		—		—		23,398,055
Transportation Infrastructure		413,147		—		—		413,147
Water Utilities		13,630,933		—		—		13,630,933
Wireless Telecommunication Services		663,124		—		—		663,124
Total Common Stocks	$	524,522,604	$	34,760,092	$	6,482	$	559,289,178

The Leuthold Funds - 2016 Annual Report

The Leuthold Funds

Leuthold Core Investment Fund (continued)
Investments at Fair Value	Level 1		Level 2		Level 3		Total
Preferred Stocks	$	8,190,619	$	—	$	—	$	8,190,619
Exchange-Traded Funds		92,764,874		—		—		92,764,874
Corporate Bonds		—		33,092,750		—		33,092,750
Municipal Bonds		—		2,574,907		—		2,574,907
United States Treasury Obligations		—		35,543,874		—		35,543,874
Foreign Government Bonds		—		26,509,748		—		26,509,748
Money Market Funds		145,921,986		—		—		145,921,986
Total Investments in Securities	$	771,400,083	$	132,481,371	$	6,482	$	903,887,936

The basis for recognizing and valuing transfers is as of the end of the period in which transfers occur. The following is a summary of transfers for the year ended September 30, 2016:

	Level 1			Level 2			Level 3
Transfers into:	$	1,635,839		$	442,774		$	—
Transfers out of:		(442,774	)		(1,635,839	)		—
Net Transfers into and/or out of:	$	1,193,065		$	(1,193,065	)	$	—

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 investments for which significant unobservable inputs were used to determine fair value:

Leuthold Core Investment Fund	Investment in Securities at Fair Value
Balance as of September 30, 2015	$	86,312
Net realized gain (loss)		(146,289	)
Change in net unrealized appreciation (depreciation)		89,131
Purchases		—
Sales		(22,672	)
Transfer into and/or out of Level 3		—
Balance as of September 30, 2016	$	6,482	⁽¹⁾
Change in net unrealized appreciation (depreciation) during the period for Level 3 investments held at September 30, 2016:	$	(5	)

(1)

The security (China Lumena New Materials Corp.) is classified as a Level 3 security due to a halt in trading of the security on March 25, 2014. The security is valued at fair value as determined in good faith by the Directors. The Adviser submits a report to the Directors setting forth the factors considered in determining the price. The significant unobservable input used in the fair valuation of this security is a discount of 95% from the last traded price of HKD 1.25. 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%.

82	The Leuthold Funds - 2016 Annual Report

The Leuthold Funds

Leuthold Global Fund
Investments at Fair Value	Level 1		Level 2		Level 3		Total
Common Stocks
Airlines	$	2,627,255	$	—	$	—	$	2,627,255
Auto Components		4,768,551		4,553,082		—		9,321,633
Automobiles		2,567,354		2,788,878		—		5,356,232
Banks		1,199,808		3,722,906		—		4,922,714
Building Products		4,368,272		1,673,350		—		6,041,622
Capital Markets		3,418,821		1,584,825		—		5,003,646
Chemicals		1,541,977		4,945,657		—		6,487,634
Construction & Engineering		1,417,565		763,307		—		2,180,872
Construction Materials		1,362,578		4,101,728		—		5,464,306
Distributors		—		555,396		—		555,396
Diversified Financial Services		1,697,667		3,262,602		—		4,960,269
Diversified Telecommunication Services		2,219,047		2,120,847		—		4,339,894
Electric Utilities		3,055,414		761,244		—		3,816,658
Electronic Equipment, Instruments & Components		4,277,012		2,174,065		—		6,451,077
Household Durables		615,613		1,576,081		—		2,191,694
Independent Power & Renewable Electricity Producers		—		386,086		—		386,086
Insurance		856,655		—		—		856,655
Internet Software & Services		5,181,483		—		—		5,181,483
IT Services		2,161,080		—		—		2,161,080
Media		2,458,687		3,421,947		—		5,880,634
Metals & Mining		2,497,589		3,559,404		—		6,056,993
Paper & Forest Products		—		—		48,038		48,038
Real Estate Management & Development		569,064		4,908,415		—		5,477,479
Road & Rail		4,918,420		2,620,968		—		7,539,388
Trading Companies & Distributors		4,226,989		1,442,438		—		5,669,427
Wireless Telecommunication Services		1,911,879		4,738,987		—		6,650,866
Total Common Stocks		59,918,780		55,662,213		48,038		115,629,031
Preferred Stocks		548,137		—		—		548,137
Exchange-Traded Funds		21,394,559		—		—		21,394,559
Corporate Bonds		—		11,343,945		—		11,343,945
Municipal Bonds		—		1,003,978		—		1,003,978
United States Treasury Obligations		—		7,533,227		—		7,533,227
Foreign Government Bonds		—		7,620,232		—		7,620,232
Money Market Funds		17,083,368		—		—		17,083,368
Total Investments in Securities	$	98,944,844	$	83,163,595	$	48,038	$	182,156,477

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

The Leuthold Funds - 2016 Annual Report

The Leuthold Funds

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

Leuthold Global Fund	Investment in Securities at Fair Value
Balance as of September 30, 2015		$	48,077
Realized gain (loss)			—
Change in net unrealized appreciation (depreciation)			(39	)*
Purchases			—
Sales			—
Transfers into and/or out of Level 3			—
Balance as of September 30, 2016		$	48,038	⁽¹⁾
Change in net unrealized appreciation (depreciation) during the period ended for Level 3 investments held at September 30, 2016:		$	(39	)

	*	Unrealized appreciation is due to a change in foreign currency exchange rate.

	(1)	The security (China Forestry Holdings Co., Ltd.) is classified as a Level 3 security due to a halt in trading of the security on January 26, 2011. The security is valued at fair value as determined in good faith by the Directors. The Adviser submits a report to the Directors setting forth the factors considered in determining the price. The significant unobservable input used in the fair valuation of this security is a discount of 95% from the last traded price of HKD 2.95. Significant changes in the discount rate may result in a change in fair value measurement. 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		$	12,415,538		$	—		$	—		$	12,415,538
Preferred Stocks			192,061			—			—			192,061
Money Market Funds			47,202			—			—			47,202
Total Investments in Securities		$	12,654,801		$	—		$	—		$	12,654,801

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

The Leuthold Funds - 2016 Annual Report

The Leuthold Funds


Leuthold Global Industries Fund
Investments at Fair Value	Level 1			Level 2			Level 3			Total
Common Stocks
Airlines		$	258,679		$	—		$	—		$	258,679
Auto Components			466,100			457,584			—			923,684
Automobiles			251,912			286,469			—			538,381
Banks			124,815			386,377			—			511,192
Building Products			428,503			171,043			—			599,546
Capital Markets			337,120			155,321			—			492,441
Chemicals			151,721			515,165			—			666,886
Construction & Engineering			139,251			75,498			—			214,749
Construction Materials			138,954			414,072			—			553,026
Distributors			—			54,857			—			54,857
Diversified Financial Services			169,463			318,570			—			488,033
Diversified Telecommunication Services			216,339			219,408			—			435,747
Electric Utilities			316,747			77,678			—			394,425
Electronic Equipment, Instruments & Components			436,614			219,225			—			655,839
Household Durables			60,933			157,977			—			218,910
Independent Power & Renewable Electricity Producers			—			36,727			—			36,727
Insurance			84,395			—			—			84,395
Internet Software & Services			515,810			—			—			515,810
IT Services			212,859			—			—			212,859
Media			241,699			342,510			—			584,209
Metals & Mining			247,132			359,678			—			606,810
Paper & Forest Products			—			—			2,243			2,243
Real Estate Management & Development			58,260			492,858			—			551,118
Road & Rail			484,541			274,681			—			759,222
Trading Companies & Distributors			412,317			145,642			—			557,959
Wireless Telecommunication Services			186,232			475,311			—			661,543
Total Common Stocks			5,940,396			5,636,651			2,243			11,579,290
Preferred Stocks			53,328			—			—			53,328
Money Market Funds			34,537			—			—			34,537
Total Investments in Securities		$	6,028,261		$	5,636,651		$	2,243		$	11,667,155

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

The Leuthold Funds - 2016 Annual Report

The Leuthold Funds

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


Leuthold Global Industries Fund	Investment in Securities at Fair Value
Balance as of September 30, 2015		$	2,245
Realized gain (loss)			—
Change in net unrealized appreciation (depreciation)			(2	)*
Purchases			—
Sales			—
Transfers into and/or out of Level 3			—
Balance as of September 30, 2016		$	2,243	⁽¹⁾
Change in net unrealized appreciation (depreciation) during the period ended for Level 3 investments held at September 30, 2016:		$	(2	)

	*	Unrealized appreciation is due to a change in foreign currency exchange rate.

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


Grizzly Short Fund
Investments at Fair Value	Level 1			Level 2			Level 3			Total
Money Market Funds		$	147,779,418		$	—		$	—		$	147,779,418
Total Investments in Securities		$	147,779,418		$	—		$	—		$	147,779,418

Securities Sold Short at Fair Value	Level 1			Level 2			Level 3			Total
Common Stocks		$	171,144,091		$	—		$	—		$	171,144,091
Exchange-Traded Funds			1,967,897			—			—			1,967,897
Total Securities Sold Short		$	173,111,988		$	—		$	—		$	173,111,988

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

	For further information regarding security characteristics, see the Schedules of Investments and Securities Sold Short.

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 Leuthold Funds - 2016 Annual Report

The Leuthold Funds

The tax character of distributions paid during the fiscal years ended September 30, 2016 and 2015 was as follows:

Year Ended September 30, 2016
	Leuthold Core Investment Fund		Leuthold Global Fund		Leuthold Select Industries Fund		Leuthold Global Industries Fund		Grizzly Short Fund
Distributions paid from:
Ordinary Income	$	—	$	—	$	5,500	$	100,430	$	—
Long Term Capital Gain*		33,817,733		11,271,230		168,405		637,904		—
Return of Capital		—		—		14,196		—		—
Total Distribution Paid	$	33,817,733	$	11,271,230	$	188,101	$	738,334	$	—

Year Ended September 30, 2015
	Leuthold Core Investment Fund		Leuthold Global Fund		Leuthold Select Industries Fund		Leuthold Global Industries Fund		Grizzly Short Fund
Distributions paid from:
Ordinary Income	$	15,386,590	$	6,958,022	$	—	$	119,919	$	—
Long Term Capital Gain*		34,978,255		28,877,645		—		380,557		—
Total Distribution Paid	$	50,364,845	$	35,835,667	$	—	$	500,476	$	—

The Funds designate these distributions as long-term capital gain dividends per IRC Sec. 852(b)(3)(C) in the 20-percent group (which may be taxed at a 20-percent rate, a 15-percent rate or 0-percent rate, depending on the shareholder’s taxable income).

At September 30, 2016, the components of accumulated earnings (deficit) on a tax basis were as follows:

	Leuthold Core Investment Fund			Leuthold Global Fund			Leuthold Select Industries Fund			Leuthold Global Industries Fund		Grizzly Short Fund
Undistributed Ordinary Income	$	—		$	—		$	—		$	48,660	$	—
Undistributed long-term gains		3,823,425			10,678,383			—			232,111		—
Distributable earnings		3,823,425			10,678,383			—			280,771		—
Capital loss carryover and late-year losses		(11,495,627	)		(249,550	)		(660,119	)		—		(207,607,353	)
Other accumulated losses		—			—			—			—		(5,308,879	)
Unrealized appreciation		97,274,825			9,283,280			2,367,342			859,628		—
Total accumulated earnings (deficit)	$	89,602,623		$	19,712,113		$	1,707,223		$	1,140,399	$	(212,916,232	)

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. Generally Accepted Accounting Principles (“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 partnership adjustments and securites sold short.

The Leuthold Funds - 2016 Annual Report

The Leuthold Funds

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, 2016, the following table shows the reclassifications made:


	Undistributed Net Investment Income/(Loss)		Accumulated Net Realized Gain/(Loss)			Paid In Capital
Leuthold Core Investment Fund	$	2,924,649	$	337,388		$	(3,262,037	)
Leuthold Global Fund		1,393,777		430,492			(1,824,269	)
Leuthold Select Industries Fund		15,190		167,411			(182,601	)
Leuthold Global Industries Fund		857		(683	)		(174	)
Grizzly Short Fund		4,080,492		(306,165	)		(3,774,327	)

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.


	Leuthold Core Investment Fund			Leuthold Global Fund		Leuthold Select Industries Fund			Leuthold Global Industries Fund		Grizzly Short Fund
Expires 09/30/17	$	(11,030,637	)^*	$	—	$	(215,629	)^*	$	—	$	—
Expires 09/30/18		—			—		(230,462	)		—		(18,663,090	)
Expires 09/30/19		—			—		—			—		(25,380,935	)
Unlimited Short-Term		—			—		—			—		(113,208,027	)

Capital loss carry forward subject to annual limitations.

The Leuthold Core Investment Fund, Leuthold Global Fund, Leuthold Select Industries Fund, and Grizzly Short Fund intend to defer and treat $464,990, $249,550, $214,028, and $50,355,301, respectively, of qualified late-year losses incurred during the fiscal year ended September 30, 2016 as arising on the first day of the fiscal year ending September 30, 2017.

As of September 30, 2016, the Funds had no 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 year ended September 30, 2016, 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.

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The Leuthold Funds

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.

Basis for Consolidation for the Leuthold Core Investment Fund and Leuthold Global Fund –The Leuthold Core Investment Fund and Leuthold Global Fund may invest up to 25% of their total assets in their subsidiaries, Leuthold Core, 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 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 and Leuthold Global Fund consistent with the investment objectives and policies specified in the Prospectus and Statement of Additional Information. For the year ended September 30, 2016, no assets were held in the Subsidiaries.

Securities Sold Short – For financial statement purposes, an amount equal to the required amount of collateral to be segregated for securities sold short 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 securities sold short. Subsequent fluctuations in the market prices of securities sold short may require purchasing the securities at prices which could differ from the amount reflected in the Statements of Assets and Liabilities. The Funds are liable for any dividends or interest payable on securities sold short. As collateral for their securities sold short, the Funds are required under the 1940 Act to maintain segregated assets consisting of cash, cash equivalents, or liquid securities. These segregated assets are valued consistent with Note 1a. The amount of segregated assets is required to be adjusted daily to reflect changes in the fair value of the securities sold short. The Grizzly Short Fund’s collateral at broker for securities sold short is with one major security dealer.

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. The Funds utilize an identified lot approach to transactions. 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.

Expenses – Expenses that directly relate to one of the Funds are charged directly to that Fund. Other operating expenses of the Funds, such as Directors’ fees and expenses, insurance expense, and legal fees are allocated between the Funds based on the relative net asset value of the individual Funds.

The Leuthold Funds - 2016 Annual Report

The Leuthold Funds

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 creditworthiness of the counterparty and additional risk may arise from unanticipated events affecting the value of the underlying security.

k)	Subsequent Events – The Funds have evaluated subsequent events through the date of issuance of the Funds’ financial statements. This evaluation did not result in any subsequent events that necessitated recognition or disclosure.

2.	INVESTMENT TRANSACTIONS

Purchases and sales of investment securities, other than short-term investments and securities sold short, for the year ended September 30, 2016 are summarized below:


	Leuthold Core Investment Fund		Leuthold Global Fund		Leuthold Select Industries Fund		Leuthold Global Industries Fund
Purchases	$	866,438,635	$	199,228,178	$	15,710,386	$	16,487,065
Sales		749,549,003		270,731,129		15,659,125		24,344,159

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

At September 30, 2016, gross unrealized appreciation and depreciation of investments and cost of investments (excluding securities sold short) for tax purposes were as follows:


	Leuthold Core Investment Fund			Leuthold Global Fund			Leuthold Select Industries Fund			Leuthold Global Industries Fund			Grizzly Short Fund
Tax cost of investments	$	806,619,028		$	172,830,843		$	10,287,459		$	10,804,738		$	147,779,418
Gross unrealized appreciation		110,996,400			14,049,291			2,629,109			1,251,857			8,949,960
Gross unrealized depreciation		(13,721,575	)		(4,766,011	)		(261,767	)		(389,889	)		(8,949,960	)
Net unrealized appreciation	$	97,274,825		$	9,283,280		$	2,367,342		$	861,968		$	—

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

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The Leuthold Funds

The Leuthold Core Investment Fund owned 5% or more of the voting securities of the following companies during the year ended September 30, 2016. As a result, these companies are deemed to be affiliates of the Leuthold Core Investment Fund as defined by the 1940 Act. Transactions during the period in these securities of affiliated companies were as follows:

Leuthold Core Investment Fund

Share Activity

Security Name

Balance
09/30/15

Purchases

Sales

Balance
09/30/16

Fair Value at
09/30/16

Currency Shares Japanese Yen Trust*

117,346

109,409

176,856

49,899

$ 4,750,884

The issuer was not an affiliate as of September 30, 2016 due to sales during the period.

3.	INVESTMENT ADVISORY AND OTHER AGREEMENTS

Each of the Funds has entered into an Investment Advisory Agreement (“advisory agreement”) with the Adviser. Pursuant to its advisory agreement with the Funds, the Adviser is entitled to receive a fee, calculated daily as applied to each Fund’s average daily net assets and payable monthly, at annual rates of:


Leuthold Core Investment Fund	Leuthold Global Fund	Leuthold Select Industries Fund	Leuthold Global Industries Fund	Grizzly Short Fund
0.90%	1.10%	1.00%	1.00%	1.25%

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


Leuthold Core Investment Fund	Leuthold Global Fund	Leuthold Select Industries Fund	Leuthold Global Industries Fund Retail Class	Leuthold Global Industries Fund Institutional Class	Grizzly Short Fund
1.25%	1.85%	1.50%	1.50%	1.25%	2.50%

Any waiver or reimbursement is subject to later adjustments to allow the 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 Adviser shall only be entitled to recoup such amounts for a period of three fiscal years from the date such amount was waived or reimbursed.

The Leuthold Funds - 2016 Annual Report

The Leuthold Funds

Amounts subject to future recoupment as of September 30, 2016 are as follows:

Leuthold Select Industries Fund			Leuthold Global Industries Fund
Year of Expiration	Recoverable Amount		Year of Expiration	Recoverable Amount
9/30/2017	$	13,531	9/30/2017	$	89,378
9/30/2018		31,187	9/30/2018		128,120
9/30/2019		29,664	9/30/2019		127,058

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.

4.	DISTRIBUTION PLAN

The Leuthold Global Fund – Retail Class and Leuthold Global Industries Fund – Retail Class have adopted a distribution plan pursuant to Rule 12b-1 under the 1940 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. 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.

6.	ILLIQUID SECURITIES

Each Fund may invest up to 15% of its 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.

92	The Leuthold Funds - 2016 Annual Report

The Leuthold Funds

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 creditworthiness 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.

The Leuthold Funds - 2016 Annual Report

The Leuthold Funds

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors
Leuthold Funds, Inc.

We have audited the accompanying statements of assets and liabilities, including the schedules of investments and securities sold short (as applicable), of Leuthold Funds, Inc., comprising Leuthold Core Investment Fund (consolidated), Leuthold Global Fund (consolidated), Leuthold Select Industries Fund, Leuthold Global Industries Fund, and Grizzly Short Fund (collectively, the Funds), as of September 30, 2016, 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 five years in the period then ended. 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, 2016, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. 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, 2016, 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 five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Minneapolis, Minnesota

November 23, 2016

94	The Leuthold Funds - 2016 Annual Report

The Leuthold Funds

ADDITIONAL INFORMATION (Unaudited)

SHAREHOLDER NOTIFICATION OF FEDERAL TAX STATUS (Unaudited)

The percentage of dividend income distributed for the year ended September 30, 2016, which is designated as qualified dividend income under the Jobs and Growth Tax Relief Reconciliation Act of 2003, is as follows: 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, 2016, designated as qualified dividends received deduction available to corporate shareholders, is as follows: Leuthold Select Industries Fund 100% and Leuthold Global Industries Fund 65.30%.

The Leuthold Select Industries Fund and Leuthold Global Industries Fund designated 0.11% and 0.04%, 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, 2016.

The Leuthold Funds - 2016 Annual Report

The Leuthold Funds

ADDITIONAL DISCLOSURE REGARDING FUND DIRECTORS AND OFFICERS (UNAUDITED)

Independent Directors

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

Lawrence L. Horsch (1934) c/o Leuthold Weeden Capital Management 33 South Sixth Street Suite 4600 Minneapolis, MN 55402	Chairman and Director	Indefinite, Director since 1995	Chairman, Eagle Management & Financial Corp., a management consulting firm	5	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, Director since 1995	Retired Partner of Johnson, West & Co., PLC (currently Boeckermann, Grafstrom & Mayer, LLC) Certified Public Accountants	5	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, Director since 2009	Retired Chairman and Chief Executive Officer of Piper Jaffray Companies.	5	Piper Jaffray Companies

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The Leuthold Funds

ADDITIONAL DISCLOSURE REGARDING FUND DIRECTORS AND OFFICERS (UNAUDITED)

Interested Directors (and Officers)

				# 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

John C. Mueller (1968) 33 South Sixth Street Suite 4600 Minneapolis, MN 55402	Director President	Indefinite, 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.	5	None

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

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.	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.	N/A	N/A

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

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

The Leuthold Funds - 2016 Annual Report

The Leuthold Funds

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 9/30/2016		FYE 9/30/2015
Audit Fees	$	196,300	$	189,300
Audit-Related Fees	$	0	$	0
Tax Fees	$	14,100	$	13,690
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 9/30/2016			FYE 9/30/2015
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 9/30/2016		FYE 9/30/2015
Registrant	$	14,100	$	13,690
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, 2016

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, 2016

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

Holly Weiss, Treasurer

Date December 5, 2016

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

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