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

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, 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)

150 S. Fifth Street, Suite 1700, Minneapolis, MN 55402(Address of principal executive offices) (Zip code)

John Mueller

Leuthold Weeden Capital Management

150 S. Fifth Street, Suite 1700, 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, 2019

Date of reporting period:  March 31, 2019

Item 1. Reports to Stockholders.

Semi-Annual Report March 31, 2019

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

Beginning on January 1, 2021, as permitted by regulations adopted by the U.S. Securities and Exchange Commission, paper copies of the Funds’ annual and semi-annual shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports. Instead, the reports will be made available on the Funds’ website www.funds.leutholdgroup.com, and you will be notified by mail each time a report is posted and provided with a website link to access the report.

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Funds electronically anytime by contacting your financial intermediary (such as a broker-dealer or a bank) or, if you are a direct investor, by calling 1-800-273-6886, sending an e-mail request to publicinfo@sec.gov, or by enrolling at www.funds.leutholdgroup.com.

You may elect to receive all future reports in paper free of charge. If you invest through a financial intermediary, you can contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports. If you invest directly with the Funds, you can call 1-800-273-6886 or send an email request to publicinfo@sec.gov to let the Funds know you wish to continue receiving paper copies of your shareholder reports. Your election to receive reports in paper will apply to all Funds held in your account if you invest through your financial intermediary or all Funds held with the fund complex if you invest directly with the Funds.

The Securities and Exchange Commission has not approved or disapproved these securities or determined if this semi-annual report is accurate or complete. Any representation to the contrary is a criminal offense. An investment in the Funds is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

Leuthold Funds

Table of Contents

Expense Examples	1
Allocation of Portfolio Holdings	4
Statements of Assets and Liabilities	6
Statements of Operations	10
Statements of Changes in Net Assets	14
Financial Highlights	19
Schedules of Investments and Securities Sold Short
Leuthold Core Investment Fund	27
Leuthold Global Fund	34
Leuthold Select Industries Fund	43
Leuthold Global Industries Fund	46
Grizzly Short Fund	51
Notes to the Financial Statements	55
Investment Advisory Agreement Disclosure	69
Directors and Officers	72

Leuthold Funds

Expense Examples – March 31, 2019 (Unaudited)

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held the entire period (October 1, 2018 – March 31, 2019).

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 examples. 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 the Funds’ actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Funds and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the 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 tables 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.

See Notes to the Financial Statements. Leuthold Funds - 2019 Semi-Annual Report 1

Leuthold Funds

Expense Example Tables (Unaudited)

Leuthold Core Investment Fund - Retail Class - LCORX

	BeginningAccount ValueOctober 1, 2018		EndingAccount ValueMarch 31, 2019		Expenses PaidDuring Period*October 1, 2018 - March 31, 2019
Actual**	$	1,000.00	$	976.80	$	6.65
Hypothetical (5% return before expenses)***		1,000.00		1,018.20		6.79

* Expenses are equal to the Fund's annualized expense ratio of 1.35%, multiplied by the average account value over the period, multiplied by 182/365 to reflect the one-half year period.

** Excluding dividends and interest on securities sold short, your actual cost of investment in the Fund would be $5.91 and the Fund's annualized expense ratio would be 1.20%.

*** Excluding dividends and interest on securities sold short, your hypothetical cost of investment in the Fund would be $6.04 and the Fund's annualized expense ratio would be 1.20%.

Leuthold Core Investment Fund - Institutional Class - LCRIX

	BeginningAccount ValueOctober 1, 2018		EndingAccount ValueMarch 31, 2019		Expenses PaidDuring Period*October 1, 2018 - March 31, 2019
Actual**	$	1,000.00	$	977.00	$	6.16
Hypothetical (5% return before expenses)***		1,000.00		1,018.70		6.29

* Expenses are equal to the Fund's annualized expense ratio of 1.25%, multiplied by the average account value over the period, multiplied by 182/365 to reflect the one-half year period.

** Excluding dividends and interest on securities sold short, your actual cost of investment in the Fund would be $5.42 and the Fund's annualized expense ratio would be 1.10%.

*** Excluding dividends and interest on securities sold short, your hypothetical cost of investment in the Fund would be $5.54 and the Fund's annualized expense ratio would be 1.10%.

Leuthold Global Fund - Retail Class - GLBLX

	BeginningAccount ValueOctober 1, 2018		EndingAccount ValueMarch 31, 2019		Expenses PaidDuring Period*October 1, 2018 - March 31, 2019
Actual**	$	1,000.00	$	954.10	$	9.16
Hypothetical (5% return before expenses)***		1,000.00		1,015.56		9.45

* Expenses are equal to the Fund's annualized expense ratio of 1.88%, multiplied by the average account value over the period, multiplied by 182/365 to reflect the one-half year period.

** Excluding dividends and interest on securities sold short, your actual cost of investment in the Fund would be $7.79 and the Fund's annualized expense ratio would be 1.60%.

*** Excluding dividends and interest on securities sold short, your hypothetical cost of investment in the Fund would be $8.05 and the Fund's annualized expense ratio would be 1.60%.

Leuthold Global Fund - Institutional Class - GLBIX

	BeginningAccount ValueOctober 1, 2018		EndingAccount ValueMarch 31, 2019		Expenses PaidDuring Period*October 1, 2018 - March 31, 2019
Actual**	$	1,000.00	$	955.50	$	8.00
Hypothetical (5% return before expenses)***		1,000.00		1,016.75		8.25

* Expenses are equal to the Fund's annualized expense ratio of 1.64%, multiplied by the average account value over the period, multiplied by 182/365 to reflect the one-half year period.

** Excluding dividends and interest on securities sold short, your actual cost of investment in the Fund would be $6.63 and the Fund's annualized expense ratio would be 1.36%.

*** Excluding dividends and interest on securities sold short, your hypothetical cost of investment in the Fund would be $6.84 and the Fund's annualized expense ratio would be 1.36%.

2 Leuthold Funds - 2019 Semi-Annual Report See Notes to the Financial Statements.

Leuthold Funds

Expense Example Tables (Unaudited) (continued)

Leuthold Select Industries Fund - LSLTX

	BeginningAccount ValueOctober 1, 2018		EndingAccount ValueMarch 31, 2019		Expenses PaidDuring Period*October 1, 2018 - March 31, 2019
Actual	$	1,000.00	$	945.00	$	7.27
Hypothetical (5% return before expenses)		1,000.00		1,017.45		7.54

* Expenses are equal to the Fund's annualized expense ratio of 1.50%, multiplied by the average account value over the period, multiplied by 182/365 to reflect the one-half year period.  

Leuthold Global Industries Fund - Retail Class - LGINX

	BeginningAccount ValueOctober 1, 2018		EndingAccount ValueMarch 31, 2019		Expenses PaidDuring Period*October 1, 2018 - March 31, 2019
Actual	$	1,000.00	$	913.40	$	7.16
Hypothetical (5% return before expenses)		1,000.00		1,017.45		7.54

* Expenses are equal to the Fund's annualized expense ratio of 1.50%, multiplied by the average account value over the period, multiplied by 182/365 to reflect the one-half year period.

Leuthold Global Industries Fund - Institutional Class - LGIIX

	BeginningAccount ValueOctober 1, 2018		EndingAccount ValueMarch 31, 2019		Expenses PaidDuring Period*October 1, 2018 - March 31, 2019
Actual	$	1,000.00	$	914.70	$	5.97
Hypothetical (5% return before expenses)		1,000.00		1,018.70		6.29

* Expenses are equal to the Fund's annualized expense ratio of 1.25%, multiplied by the average account value over the period, multiplied by 182/365 to reflect the one-half year period. 

Grizzly Short Fund - GRZZX

	BeginningAccount ValueOctober 1, 2018		EndingAccount ValueMarch 31, 2019		Expenses PaidDuring Period*October 1, 2018 - March 31, 2019
Actual**	$	1,000.00	$	944.50	$	13.23
Hypothetical (5% return before expenses)***		1,000.00		1,011.32		13.69

* Expenses are equal to the Fund's annualized expense ratio of 2.73%, multiplied by the average account value over the period, multiplied by 182/365 to reflect the one-half year period.  

** Excluding dividends and interest on securities sold short, your actual cost of investment in the Fund would be $7.81 and the Fund's annualized expense ratio would be 1.61%.

*** Excluding dividends and interest on securities sold short, your hypothetical cost of investment in the Fund would be $8.10 and the Fund's annualized expense ratio would be 1.61%.

See Notes to the Financial Statements. Leuthold Funds - 2019 Semi-Annual Report 3

Leuthold Funds

(Unaudited)

Leuthold Core Investment Fund

Allocation of Portfolio Holdings  •  March 31, 2019

Leuthold Global Fund

Allocation of Portfolio Holdings  •  March 31, 2019

Leuthold Select Industries Fund

Allocation of Portfolio Holdings  •  March 31, 2019*

^  Amount is less than 0.05%.

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

Reflected as a percent of absolute value of investments and securities sold short.

4 Leuthold Funds - 2019 Semi-Annual Report See Notes to the Financial Statements.

Leuthold Funds

(Unaudited)

Leuthold Global Industries Fund

Allocation of Portfolio Holdings  •  March 31, 2019*

Grizzly Short Fund

Allocation of Securities Sold Short  •  March 31, 2019

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

Reflected as a percent of absolute value of investments and securities sold short.

See Notes to the Financial Statements. Leuthold Funds - 2019 Semi-Annual Report 5

Leuthold Funds

Statements of Assets and Liabilities

March 31, 2019 (Unaudited)

	Leuthold Core Investment Fund			Leuthold Global Fund			Leuthold Select Industries Fund
ASSETS:
Investments, at cost
Unaffiliated Securities	$	708,279,488	*	$	77,525,513	*	$	10,253,011
Affiliated Securities		20,482,592			—			—
Total Investments, at cost		728,762,080			77,525,513			10,253,011
Investments, at fair value
Unaffiliated Securities		774,770,194			77,925,772			12,309,383
Affiliated Securities		20,615,940			—			—
Total Investments, at fair value		795,386,134			77,925,772			12,309,383
Foreign currency (cost $0, $13,335, and $0 respectively)		—			13,239			—
Receivable for Fund shares sold		444,285			54,650			368
Collateral at broker for securities sold short		50,969,723			5,408,416			—
Tri-party collateral held at custodian		9,000,001			800,001			—
Interest receivable		880,529			96,006			217
Dividends receivable		247,776			217,466			7,408
Securities lending income receivable		16,544			4,664			—
Other assets		184,107			37,432			13,837
Total Assets		857,129,099			84,557,646			12,331,213
LIABILITIES:
Securities sold short, at fair value (proceeds $49,272,128, $5,077,593, and $0 respectively)		49,311,127			4,854,127			—
Collateral received for securities loaned		105,428,945			12,827,954			—
Payable for Fund shares redeemed		986,424			10,614			—
Payable to Adviser		538,006			53,227			8,065
Payable to Custodian		19,053			9,209			1,698
Payable to Directors		40,803			4,707			805
Dividends payable on securities sold short		41,180			2,311			—
Distribution (Rule 12b-1) fees payable		7,361			19,535			88
Shareholder servicing fees payable		56,428			—			1,682
Accrued expenses and other liabilities		318,763			71,588			26,824
Total Liabilities		156,748,090			17,853,272			39,162
NET ASSETS	$	700,381,009		$	66,704,374		$	12,292,051
* Includes loaned securities with market value of:	$	103,535,380		$	12,580,175		$	—

6 Leuthold Funds - 2019 Semi-Annual Report See Notes to the Financial Statements.

Leuthold Funds

Statements of Assets and Liabilities (continued)

March 31, 2019 (Unaudited)

	Leuthold Core Investment Fund			Leuthold Global Fund			Leuthold Select Industries Fund
NET ASSETS CONSIST OF:
Capital stock	$	610,536,515		$	67,312,711		$	9,983,277
Total distributable earnings		89,844,494			(608,337	)		2,308,774
Total Net Assets	$	700,381,009		$	66,704,374		$	12,292,051
Retail Class Shares
Net assets	$	340,176,403		$	10,186,404		$	12,292,051
Shares outstanding (1,000,000,000 shares of $0.0001 par value authorized)		18,735,090			1,266,025			518,927
Net Asset Value, Redemption Price, and Offering Price Per Share	$	18.16	**	$	8.05	**	$	23.69
Institutional Class Shares
Net assets	$	360,204,606		$	56,517,970			n/a
Shares outstanding (1,000,000,000 shares of $0.0001 par value authorized)		19,804,460			6,921,295			n/a
Net Asset Value, Redemption Price, and Offering Price Per Share	$	18.19	**	$	8.17	**		n/a

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

See Notes to the Financial Statements. Leuthold Funds - 2019 Semi-Annual Report 7

Leuthold Funds

Statements of Assets and Liabilities (continued)

March 31, 2019 (Unaudited)

	Leuthold Global Industries Fund		Grizzly Short Fund
ASSETS:
Investments, at cost	$	7,172,613	$	77,907,947
Investments, at fair value		7,324,968		77,907,947
Receivable for Fund shares sold		3,217		388,696
Collateral at broker for securities sold short		—		96,985,438
Tri-party collateral held at custodian		—		14,000,001
Interest receivable		93		149,367
Dividends receivable		27,881		—
Receivable from Advisor		9,186		—
Other assets		28,030		169,298
Total Assets		7,393,375		189,600,747
LIABILITIES:
Securities sold short, at fair value (proceeds $0 and $94,102,174, respectively)		—		94,401,658
Payable for Fund shares redeemed		—		132,952
Payable to Adviser		—		98,504
Payable to Custodian		10,515		2,113
Payable to Directors		415		6,826
Dividends payable on securities sold short		—		62,394
Distribution (Rule 12b-1) fees payable		858		—
Shareholder servicing fees payable		—		17,254
Accrued expenses and other liablities		26,730		64,173
Total Liabilities		38,518		94,785,874
NET ASSETS	$	7,354,857	$	94,814,873

8 Leuthold Funds - 2019 Semi-Annual Report See Notes to the Financial Statements.

Leuthold Funds

Statements of Assets and Liabilities (continued) 

March 31, 2019 (Unaudited)

	Leuthold Global Industries Fund			Grizzly Short Fund
NET ASSETS CONSIST OF:
Capital stock	$	7,414,750		$	346,992,419
Total distributable earnings		(59,893	)		(252,177,546	)
Total Net Assets	$	7,354,857		$	94,814,873
Retail Class Shares
Net assets	$	1,192,486		$	94,814,873
Shares outstanding (1,000,000,000 shares of $0.0001 par value authorized)		88,294			5,685,227
Net Asset Value, Redemption Price, and Offering Price Per Share	$	13.51	*	$	16.68
Institutional Class Shares
Net assets	$	6,162,371			n/a
Shares outstanding (1,000,000,000 shares of $0.0001 par value authorized)		453,150			n/a
Net Asset Value, Redemption Price, and Offering Price Per Share	$	13.60	*		n/a

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

See Notes to the Financial Statements. Leuthold Funds - 2019 Semi-Annual Report 9

Leuthold Funds

Statements of Operations 

For the Six Months Ended March 31, 2019 (Unaudited)

	Leuthold Core Investment Fund		Leuthold Global Fund		Leuthold Select Industries Fund
INVESTMENT INCOME:
Dividend income (net of foreign taxes withheld of $6,726, $23,322, and $233 respectively)	$	2,981,786	$	415,320	$	92,257
Interest income		3,394,312		325,828		1,669
Income from securities lending, net		166,309		28,702		—
Total investment income		6,542,407		769,850		93,926
EXPENSES:
Investment advisory fees (Note 3)		3,327,222		337,552		69,933
Administration fees		188,527		27,419		11,581
Transfer agent fees (Note 5)		206,066		34,844		4,942
Legal fees		7,914		2,259		221
Audit fees		46,328		33,412		15,107
Fund accounting fees		71,845		11,955		3,108
Custody fees		28,387		29,079		2,249
Shareholder servicing fees - Retail Class (Note 5)		178,292		—		6,947
Registration fees		26,273		18,225		8,284
Report to shareholders		48,462		4,259		1,277
Directors’ fees		74,481		8,183		1,414
Distribution (Rule 12b-1) fees - Retail Class (Note 4)		—		14,325		—
Other		27,151		3,554		1,004
Total expenses before dividends and interest on securities sold short and reimbursement from Adviser		4,230,948		525,066		126,067
Dividends and interest on securities sold short		564,507		103,090		—
Reimbursement from Adviser (Note 3)		—		—		(21,168	)
Total expenses		4,795,455		628,156		104,899
NET INVESTMENT INCOME (LOSS)	$	1,746,952	$	141,694	$	(10,973	)

10 Leuthold Funds - 2019 Semi-Annual Report See Notes to the Financial Statements.

Leuthold Funds

Statements of Operations (continued) 

For the Six Months Ended March 31, 2019 (Unaudited)

	Leuthold Core Investment Fund			Leuthold Global Fund			Leuthold Select Industries 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:
Unaffiliated investments	$	17,058,994		$	(1,437,314	)	$	489,359
Affiliated investments		(208,066	)		—			—
Investment companies		(2,272,179	)		(207,497	)		—
Realized gain distributions received from investment companies		—			—			—
Securities sold short		8,524,901			703,430			—
Foreign currency and foreign currency translation		136,280			27,711			(5	)
Net unrealized appreciation (depreciation) during the period on:
Unaffiliated investments		(44,541,070	)		(3,424,497	)		(1,706,971	)
Affiliated investments		703,219			—			—
Investment companies		1,112,978			104,507			—
Securities sold short		(1,975,657	)		(44,350	)		—
Foreign currency and foreign currency translation		(1,106,489	)		(160,453	)		(2	)
Net realized and unrealized gain (loss) on investments, investment companies, securities sold short, and foreign currency and foreign currency translation		(22,567,089	)		(4,438,463	)		(1,217,619	)
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	(20,820,137	)	$	(4,296,769	)	$	(1,228,592	)

See Notes to the Financial Statements. Leuthold Funds - 2019 Semi-Annual Report 11

Leuthold Funds

Statements of Operations (continued) 

For the Six Months Ended March 31, 2019 (Unaudited)

	Leuthold Global Industries Fund			Grizzly Short Fund
INVESTMENT INCOME:
Dividend income (net of foreign taxes withheld of $4,278 and $0, respectively)	$	71,023		$	6,415
Interest income		665			1,948,429
Total investment income		71,688			1,954,844
EXPENSES:
Investment advisory fees (Note 3)		38,988			665,789
Administration fees		10,913			32,666
Transfer agent fees (Note 5)		8,370			33,144
Legal fees		1,616			2,786
Audit fees		15,184			15,184
Fund accounting fees		3,461			10,999
Custody fees		18,810			3,973
Shareholder servicing fees - Retail Class (Note 5)		—			48,806
Registration fees		21,463			18,307
Report to shareholders		429			6,384
Directors’ fees		726			12,391
Distribution (Rule 12b-1) fees - Retail Class (Note 4)		1,698			—
Other		1,129			4,916
Total expenses before dividends and interest on securities sold short and reimbursement from Adviser		122,787			855,345
Dividends and interest on securities sold short		—			597,688
Reimbursement from Adviser (Note 3)		(72,351	)		—
Total expenses		50,436			1,453,033
NET INVESTMENT INCOME	$	21,252		$	501,811

12 Leuthold Funds - 2019 Semi-Annual Report See Notes to the Financial Statements.

Leuthold Funds

Statements of Operations (continued) 

For the Six Months Ended March 31, 2019 (Unaudited)

	Leuthold Global Industries Fund			Grizzly Short 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	$	(215,515	)	$	—
Investment companies		(5,012	)		—
Securities sold short		—			(2,187,458	)
Foreign currency and foreign currency translation		(1,603	)		—
Net unrealized appreciation (depreciation) during the period on:
Investments		(711,649	)		—
Investment companies		(423	)		—
Securities sold short		—			(3,581,748	)
Foreign currency and foreign currency translation		12,871			—
Net realized and unrealized gain (loss) on investments, investment companies, securities sold short, and foreign currency and foreign currency translation		(921,331	)		(5,769,206	)
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	(900,079	)	$	(5,267,395	)

See Notes to the Financial Statements. Leuthold Funds - 2019 Semi-Annual Report 13

Leuthold Core Investment Fund

Statements of Changes in Net Assets

	Six Months Ended March 31, 2019			Year Ended September 30, 2018 (Consolidated)
	(Unaudited)
OPERATIONS:
Net investment income	$	1,746,952		$	2,708,840
Net realized gain on investments, investment companies, securities sold short, and foreign currency and foreign currency translation		23,239,930			84,625,374
Net unrealized depreciation on investments, investment companies, securities sold short, and foreign currency and foreign currency translation		(45,807,019	)		(59,527,356	)
Net increase (decrease) in net assets from operations		(20,820,137	)		27,806,858
DISTRIBUTIONS TO SHAREHOLDERS:
Distributions - Retail Class		(35,495,081	)		(15,722,617	)
Distributions - Institutional Class		(38,354,300	)		(13,500,115	)
Total distributions		(73,849,381	)		(29,222,732	)
CAPITAL SHARE TRANSACTIONS:
Proceeds from shares sold - Retail Class		12,623,232			49,574,688
Proceeds from shares sold - Institutional Class		81,258,265			99,394,031
Proceeds from shares issued to holders in reinvestment of dividends - Retail Class		33,316,025			14,973,202
Proceeds from shares issued to holders in reinvestment of dividends - Institutional Class		34,566,226			11,741,082
Cost of shares redeemed - Retail Class*		(63,290,392	)		(125,626,684	)
Cost of shares redeemed - Institutional Class**		(140,682,065	)		(61,432,479	)
Net decrease in net assets from capital share transactions		(42,208,709	)		(11,376,160	)
TOTAL DECREASE IN NET ASSETS:		(136,878,227	)		(12,792,034	)
NET ASSETS
Beginning of period		837,259,236			850,051,270
End of period	$	700,381,009		$	837,259,236
CHANGES IN SHARES OUTSTANDING:
Shares sold - Retail Class		687,808			2,391,128
Shares sold - Institutional Class		4,495,946			4,806,861
Shares issued to holders in reinvestment of dividends - Retail Class		1,839,695			734,892
Shares issued to holders in reinvestment of dividends - Institutional Class		1,905,580			575,096
Shares redeemed - Retail Class		(3,456,421	)		(6,082,213	)
Shares redeemed - Institutional Class		(7,749,422	)		(2,972,534	)
Net decrease in shares outstanding		(2,276,814	)		(546,770	)
*Net of redemption fees of (Retail Class):	$	130		$	299
**Net of redemption fees of (Institutional Class):	$	109		$	262

14 Leuthold Funds - 2019 Semi-Annual Report See Notes to the Financial Statements.

Leuthold Global Fund

Statements of Changes in Net Assets

	Six Months Ended March 31, 2019			Year Ended September 30, 2018 (Consolidated)
	(Unaudited)
OPERATIONS:
Net investment income	$	141,694		$	456,785
Net realized gain (loss) on investments, investment companies, securities sold short, and foreign currency and foreign currency translation		(913,670	)		7,014,480
Net unrealized depreciation on investments, investment companies, securities sold short, and foreign currency and foreign currency translation		(3,524,793	)		(7,628,313	)
Net decrease in net assets from operations		(4,296,769	)		(157,048	)
DISTRIBUTIONS TO SHAREHOLDERS:
Distributions - Retail Class		(885,010	)		(2,138,468	)
Distributions - Institutional Class		(4,613,472	)		(6,753,470	)
Total distributions		(5,498,482	)		(8,891,938	)
CAPITAL SHARE TRANSACTIONS:
Proceeds from shares sold - Retail Class		2,044,963			2,028,207
Proceeds from shares sold - Institutional Class		19,237,638			15,052,597
Proceeds from shares issued to holders in reinvestment of dividends - Retail Class		848,483			2,063,968
Proceeds from shares issued to holders in reinvestment of dividends - Institutional Class		4,335,168			6,015,022
Cost of shares redeemed - Retail Class*		(9,479,575	)		(7,608,038	)
Cost of shares redeemed - Institutional Class**		(23,238,210	)		(28,405,896	)
Net decrease in net assets from capital share transactions		(6,251,533	)		(10,854,140	)
TOTAL DECREASE IN NET ASSETS:		(16,046,784	)		(19,903,126	)
NET ASSETS
Beginning of period		82,751,158			102,654,284
End of period	$	66,704,374		$	82,751,158
CHANGES IN SHARES OUTSTANDING:
Shares sold - Retail Class		260,546			211,107
Shares sold - Institutional Class		2,326,005			1,553,258
Shares issued to holders in reinvestment of dividends - Retail Class		105,664			219,621
Shares issued to holders in reinvestment of dividends - Institutional Class		532,659			632,740
Shares redeemed - Retail Class		(1,114,808	)		(807,863	)
Shares redeemed - Institutional Class		(2,910,382	)		(2,952,591	)
Net decrease in shares outstanding		(800,316	)		(1,143,728	)
*Net of redemption fees of (Retail Class):	$	—		$	205
**Net of redemption fees of (Institutional Class):	$	259		$	2

See Notes to the Financial Statements. Leuthold Funds - 2019 Semi-Annual Report 15

Leuthold Select Industries Fund

Statements of Changes in Net Assets

	Six Months Ended March 31, 2019			Year Ended September 30, 2018
	(Unaudited)
OPERATIONS:
Net investment loss	$	(10,973	)	$	(3,769	)
Net realized gain on investments and foreign currency and foreign currency translation		489,354			1,713,403
Net unrealized depreciation on investments and foreign currency and foreign currency translation		(1,706,973	)		(242,614	)
Net increase (decrease) in net assets from operations		(1,228,592	)		1,467,020
DISTRIBUTIONS TO SHAREHOLDERS:
Distributions		(1,295,440	)		(741,441	)
Total distributions		(1,295,440	)		(741,441	)
CAPITAL SHARE TRANSACTIONS:
Proceeds from shares sold		132,932			11,024,392
Proceeds from shares issued to holders in reinvestment of dividends		1,242,103			712,871
Cost of shares redeemed		(4,670,884	)		(9,396,776	)
Net increase (decrease) in net assets from capital share transactions		(3,295,849	)		2,340,487
TOTAL INCREASE (DECREASE) IN NET ASSETS:		(5,819,881	)		3,066,066
NET ASSETS
Beginning of period		18,111,932			15,045,866
End of period	$	12,292,051		$	18,111,932
CHANGES IN SHARES OUTSTANDING:
Shares sold		5,466			412,330
Shares issued to holders in reinvestment of dividends		52,833			27,474
Shares redeemed		(202,503	)		(348,325	)
Net increase (decrease) in shares outstanding		(144,204	)		91,479

16 Leuthold Funds - 2019 Semi-Annual Report See Notes to the Financial Statements.

Leuthold Global Industries Fund

Statement of Changes in Net Assets

	Six Months Ended March 31, 2019			Year Ended September 30, 2018
	(Unaudited)
OPERATIONS:
Net investment income	$	21,252		$	96,180
Net realized gain (loss) on investments, investment companies, and foreign currency and foreign currency translation		(222,130	)		1,023,906
Net unrealized depreciation on investments, investment companies, and foreign currency and foreign currency translation		(699,201	)		(976,355	)
Net increase (decrease) in net assets from operations		(900,079	)		143,731
DISTRIBUTIONS TO SHAREHOLDERS:
Distributions - Retail Class		(191,134	)		(158,928	)
Distributions - Institutional Class		(826,740	)		(727,913	)
Total distributions		(1,017,874	)		(886,841	)
CAPITAL SHARE TRANSACTIONS:
Proceeds from shares sold - Retail Class		7,590			199,182
Proceeds from shares sold - Institutional Class		61,016			2,578,836
Proceeds from shares issued to holders in reinvestment of dividends - Retail Class		186,955			155,751
Proceeds from shares issued to holders in reinvestment of dividends - Institutional Class		809,140			706,923
Cost of shares redeemed - Retail Class*		(434,857	)		(375,877	)
Cost of shares redeemed - Institutional Class		(1,796,791	)		(3,015,381	)
Net increase (decrease) in net assets from capital share transactions		(1,166,947	)		249,434
TOTAL DECREASE IN NET ASSETS:		(3,084,900	)		(493,676	)
NET ASSETS
Beginning of period		10,439,757			10,933,433
End of period	$	7,354,857		$	10,439,757
CHANGES IN SHARES OUTSTANDING:
Shares sold - Retail Class		558			11,384
Shares sold - Institutional Class		4,697			143,418
Shares issued to holders in reinvestment of dividends - Retail Class		13,912			8,884
Shares issued to holders in reinvestment of dividends - Institutional Class		59,888			40,111
Shares redeemed - Retail Class		(32,656	)		(21,491	)
Shares redeemed - Institutional Class		(119,079	)		(168,743	)
Net increase (decrease) in shares outstanding		(72,680	)		13,563
*Net of redemption fees of (Retail Class):	$	—		$	3

See Notes to the Financial Statements. Leuthold Funds - 2019 Semi-Annual Report 17

Grizzly Short Fund

Statements of Changes in Net Assets

	Six Months Ended March 31, 2019			Year Ended September 30, 2018
	(Unaudited)
OPERATIONS:
Net investment gain (loss)	$	501,811		$	(894,109	)
Net realized loss on securities sold short		(2,187,458	)		(35,514,168	)
Net unrealized appreciation (depreciation) on securities sold short		(3,581,748	)		2,114,602
Net decrease in net assets from operations		(5,267,395	)		(34,293,675	)
DISTRIBUTIONS TO SHAREHOLDERS:
Distributions		—			—
Total distributions		—			—
CAPITAL SHARE TRANSACTIONS:
Proceeds from shares sold		62,329,184			136,445,760
Cost of shares redeemed		(61,195,673	)		(208,901,601	)
Net increase (decrease) in net assets from capital share transactions		1,133,511			(72,455,841	)
TOTAL DECREASE IN NET ASSETS:		(4,133,884	)		(106,749,516	)
NET ASSETS
Beginning of period		98,948,757			205,698,273
End of period	$	94,814,873		$	98,948,757
CHANGES IN SHARES OUTSTANDING:
Shares sold		3,293,053			24,912,796
Shares redeemed		(3,214,052	)		(57,577,260	)
Net increase (decrease) in shares outstanding		79,001			(32,664,464	)

18 Leuthold Funds - 2019 Semi-Annual Report See Notes to the Financial Statements.

Leuthold Core Investment Fund - Retail - LCORX

Financial Highlights

	Six Months Ended March 31, 2019			Year Ended September 30, 2018 (Consolidated)			Year Ended September 30, 2017 (Consolidated)			Year Ended September 30, 2016 (Consolidated)			Year Ended September 30, 2015 (Consolidated)			Year Ended September 30, 2014 (Consolidated)
	(Unaudited)
Per Share Data (1):
Net asset value, beginning of period	$	20.50		$	20.54		$	18.06		$	18.44		$	18.85		$	18.29
Income (loss) from investment operations:
Net investment income (loss)(2)		0.04			0.05			0.04			(0.01	)		(0.01	)		0.01
Net realized and unrealized gain (loss) on investments and securities sold short		(0.52	)		0.61			2.53			0.32			0.76			2.02
Total from investment operations		(0.48	)		0.66			2.57			0.31			0.75			2.03
Less distributions:
From net investment income		(0.03	)		(0.05	)		(0.01	)		—			(0.03	)		(0.21	)
From net realized gain		(1.83	)		(0.65	)		(0.08	)		(0.69	)		(1.13	)		(1.26	)
Redemption fees(3)		0.00			0.00			0.00			0.00			0.00			0.00
Total distributions		(1.86	)		(0.70	)		(0.09	)		(0.69	)		(1.16	)		(1.47	)
Net asset value, end of period	$	18.16		$	20.50		$	20.54		$	18.06		$	18.44		$	18.85
Total Return		(2.32	)%		3.23	%		14.31	%		1.76	%		4.03	%		11.49	%
Supplemental data and ratios:
Net assets, end of period	$	340,176,403		$	403,095,456		$	464,660,913		$	524,731,192		$	564,608,599		$	569,237,299
Ratio of expenses to average net assets (4)		1.35	%(7)		1.38	%		1.21	%		1.29	%		1.30	%		1.28	%
Ratio of net investment income (loss) to average net assets (5)		0.42	%(7)		0.26	%		0.20	%		(0.08	)%		(0.05	)%		0.04	%
Portfolio turnover rate (6)		26.51	%		79.00	%		52.36	%		109.32	%		78.96	%		80.65	%

(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 securities sold short. The expense ratios excluding dividends and interest on securities sold short were 1.20% for the period ended March 31, 2019, 1.19% for the year ended September 30, 2018, 1.19% for the year ended September 30, 2017, 1.17% for the year ended September 30, 2016, 1.16% for the year ended September 30, 2015, and 1.15% for the year ended September 30, 2014.

(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.

(7) Annualized.

See Notes to the Financial Statements. Leuthold Funds - 2019 Semi-Annual Report 19

Leuthold Core Investment Fund - Institutional - LCRIX

Financial Highlights

	Six Months Ended March 31, 2019			Year Ended September 30, 2018 (Consolidated)			Year Ended September 30, 2017 (Consolidated)			Year Ended September 30, 2016 (Consolidated)			Year Ended September 30, 2015 (Consolidated)			Year Ended September 30, 2014 (Consolidated)
	(Unaudited)
Per Share Data(1):
Net asset value, beginning of period	$	20.53		$	20.56		$	18.08		$	18.43		$	18.85		$	18.28
Income from investment operations:
Net investment income(2)		0.05			0.08			0.06			0.01			0.01			0.03
Net realized and unrealized gain (loss) on investments and securities sold short		(0.53	)		0.60			2.53			0.33			0.74			2.03
Total from investment operations		(0.48	)		0.68			2.59			0.34			0.75			2.06
Less distributions:
From net investment income		(0.03	)		(0.06	)		(0.03	)		—			(0.04	)		(0.23	)
From net realized gain		(1.83	)		(0.65	)		(0.08	)		(0.69	)		(1.13	)		(1.26	)
Redemption fees		0.00	(3)		0.00	(3)		0.00	(3)		0.00	(3)		0.00	(3)		—
Total distributions		(1.86	)		(0.71	)		(0.11	)		(0.69	)		(1.17	)		(1.49	)
Net asset value, end of period	$	18.19		$	20.53		$	20.56		$	18.08		$	18.43		$	18.85
Total Return		(2.03	)%		3.35	%		14.43	%		1.93	%		4.03	%		11.66	%
Supplemental data and ratios:
Net assets, end of period	$	360,204,606		$	434,163,780		$	385,390,357		$	378,962,827		$	293,666,347		$	276,568,913
Ratio of expenses to average net assets(4)		1.25	%(7)		1.27	%		1.10	%		1.17	%		1.20	%		1.18	%
Ratio of net investment income to average net assets(5)		0.52	%(7)		0.37	%		0.30	%		0.04	%		0.05	%		0.14	%
Portfolio turnover rate (6)		26.51	%		79.00	%		52.36	%		109.32	%		78.96	%		80.65	%

(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 securities sold short. The expense ratios excluding dividends and interest on securities sold short were 1.10% for the period ended March 31, 2019, 1.08% for the year ended September 30, 2018, 1.08% for the year ended September 30, 2017, 1.05% for the year ended September 30, 2016, 1.06% for the year ended September 30, 2015, and 1.06% for the year ended September 30, 2014.

(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.

(7) Annualized.

20 Leuthold Funds - 2019 Semi-Annual Report See Notes to the Financial Statements.

Leuthold Global Fund - Retail - GLBLX

Financial Highlights

	Six Months Ended March 31, 2019			Year Ended September 30, 2018 (Consolidated)			Year Ended September 30, 2017 (Consolidated)			Year Ended September 30, 2016 (Consolidated)			Year Ended September 30, 2015 (Consolidated)			Year Ended September 30, 2014 (Consolidated)
	(Unaudited)
Per Share Data(1):
Net asset value, beginning of period	$	9.11		$	10.05		$	9.86		$	10.03		$	11.29		$	11.65
Income (loss) from investment operations:
Net investment income (loss)(2)		0.01			0.03			0.04			(0.01	)		(0.03	)		0.03
Net realized and unrealized gain (loss) on investments and securities sold short		(0.43	)		(0.07	)		1.02			0.21			(0.11	)		0.83
Total from investment operations		(0.42	)		(0.04	)		1.06			0.20			(0.14	)		0.86
Less distributions:
From net investment income		—			(0.02	)		—			—			(0.03	)		(0.08	)
From net realized gain		(0.64	)		(0.88	)		(0.87	)		(0.37	)		(1.09	)		(1.14	)
Redemption fees		—			0.00	(3)		0.00	(3)		0.00	(3)		0.00	(3)		0.00	(3)
Total distributions		(0.64	)		(0.90	)		(0.87	)		(0.37	)		(1.12	)		(1.22	)
Net asset value, end of period	$	8.05		$	9.11		$	10.05		$	9.86		$	10.03		$	11.29
Total Return		(4.59	)%		(0.67	)%		12.02	%		1.89	%		(1.41	)%		7.68	%
Supplemental data and ratios:
Net assets, end of period	$	10,186,404		$	18,362,218		$	24,040,140		$	78,743,516		$	95,026,857		$	130,838,148
Ratio of expenses to average net assets(4)		1.88	%(7)		1.75	%		1.56	%		1.82	%		1.71	%		1.65	%
Ratio of net investment income (loss) to average net assets(5)		0.18	%(7)		0.28	%		0.38	%		(0.15	)%		(0.29	)%		0.25	%
Portfolio turnover rate (6)		40.42	%		79.09	%		63.13	%		102.93	%		78.37	%		71.63	%

(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 securities sold short. The expense ratios excluding dividends and interest on securities sold short were 1.60% for the period ended March 31, 2019, 1.54% for the year ended September 30, 2018, 1.56% for the year ended September 30, 2017, 1.61% for the year ended September 30, 2016, 1.54% for the year ended September 30, 2015, and 1.53% for the year ended September 30, 2014.

(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.

(7) Annualized.

See Notes to the Financial Statements. Leuthold Funds - 2019 Semi-Annual Report 21

Leuthold Global Fund - Institutional - GLBIX

Financial Highlights

	Six Months Ended March 31, 2019			Year Ended September 30, 2018 (Consolidated)			Year Ended September 30, 2017 (Consolidated)			Year Ended September 30, 2016 (Consolidated)			Year Ended September 30, 2015 (Consolidated)			Year Ended September 30, 2014 (Consolidated)
	(Unaudited)
Per Share Data(1):
Net asset value, beginning of period	$	9.23		$	10.16		$	9.95		$	10.10		$	11.34		$	11.69
Income (loss) from investment operations:
Net investment income (loss)(2)		0.02			0.05			0.06			0.01			(0.01	)		0.05
Net realized and unrealized gain (loss) on investments and securities sold short		(0.43	)		(0.07	)		1.03			0.21			(0.11	)		0.84
Total from investment operations		(0.41	)		(0.02	)		1.09			0.22			(0.12	)		0.89
Less distributions:
From net investment income		(0.01	)		(0.03	)		(0.01	)		—			(0.03	)		(0.10	)
From net realized gain		(0.64	)		(0.88	)		(0.87	)		(0.37	)		(1.09	)		(1.14	)
Redemption fees		0.00	(3)		0.00	(3)		0.00	(3)		0.00	(3)		0.00	(3)		—
Total distributions		(0.65	)		(0.91	)		(0.88	)		(0.37	)		(1.12	)		(1.24	)
Net asset value, end of period	$	8.17		$	9.23		$	10.16		$	9.95		$	10.10		$	11.34
Total Return		(4.45	)%		(0.43	)%		12.28	%		2.18	%		(1.30	)%		7.95	%
Supplemental data and ratios:
Net assets, end of period	$	56,517,970		$	64,388,940		$	78,614,144		$	103,921,200		$	218,497,272		$	231,615,536
Ratio of expenses to average net assets(4)		1.64	%(7)		1.50	%		1.36	%		1.57	%		1.50	%		1.44	%
Ratio of net investment income (loss) to average net assets(5)		0.42	%(7)		0.53	%		0.58	%		0.10	%		(0.09	)%		0.45	%
Portfolio turnover rate (6)		40.42	%		79.09	%		63.13	%		102.93	%		78.37	%		71.63	%

(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 securities sold short. The expense ratios excluding dividends and interest on securities sold short were 1.36% for the period ended March 31, 2019, 1.29% for the year ended September 30, 2018, 1.36% for the year ended September 30, 2017, 1.36% for the year ended September 30, 2016, 1.33% for the year ended September 30, 2015, and 1.33% for the year ended September 30, 2014.

(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.

(7) Annualized.

22 Leuthold Funds - 2019 Semi-Annual Report See Notes to the Financial Statements.

Leuthold Select Industries Fund - LSLTX

Financial Highlights

	Six Months Ended March 31, 2019			Year Ended September 30, 2018			Year Ended September 30, 2017			Year Ended September 30, 2016			Year Ended September 30, 2015			Year Ended September 30, 2014
	(Unaudited)
Per Share Data(1):
Net asset value, beginning of period	$	27.31		$	26.32		$	21.41		$	21.27		$	20.02		$	16.82
Income (loss) from investment operations:
Net investment income (loss)(2)		(0.02	)		(0.01	)		(0.02	)		0.00	(3)		(0.03	)		(0.07	)
Net realized and unrealized gain (loss) on investments		(1.50	)		2.28			4.93			0.45			1.28			3.27
Total from investment operations		(1.52	)		2.27			4.91			0.45			1.25			3.20
Less distributions:
From net investment income		—			(0.01	)		—			(0.03	)		—			—
From net realized gain		(2.10	)		(1.27	)		—			(0.28	)		—			—
Total distributions		(2.10	)		(1.28	)		—			(0.31	)		—			—
Net asset value, end of period	$	23.69		$	27.31		$	26.32		$	21.41		$	21.27		$	20.02
Total Return		(5.50	)%		8.89	%		22.93	%		2.09	%		6.24	%		19.02	%
Supplemental data and ratios:
Net assets, end of period	$	12,292,051		$	18,111,932		$	15,045,866		$	12,630,891		$	12,624,145		$	14,977,451
Ratio of expenses to average net assets:
Before expense reimbursement or recovery		1.80	%(4)		1.65	%		1.80	%		1.72	%		1.73	%		1.68	%
After expense reimbursement or recovery		1.50	%(4)		1.50	%		1.50	%		1.50	%		1.50	%		1.58	%
Ratio of net investment income (loss) to average net assets:
Before expense reimbursement or recovery		(0.46	)%(4)		(0.17	)%		(0.39	)%		(0.20	)%		(0.35	)%		(0.44	)%
After expense reimbursement or recovery		(0.16	)%(4)		(0.02	)%		(0.09	)%		0.02	%		(0.12	)%		(0.34	)%
Portfolio turnover rate		29.44	%		104.00	%		62.72	%		118.26	%		77.42	%		66.79	%

(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) Annualized.

See Notes to the Financial Statements. Leuthold Funds - 2019 Semi-Annual Report 23

Leuthold Global Industries Fund - Retail - LGINX

Financial Highlights

	Six Months Ended March 31, 2019			Year Ended September 30, 2018			Year Ended September 30, 2017			Year Ended September 30, 2016			Year Ended September 30, 2015			Year Ended September 30, 2014
	(Unaudited)
Per Share Data(1):
Net asset value, beginning of period	$	16.90		$	18.13		$	15.64		$	15.76		$	16.54		$	14.89
Income (loss) from investment operations:
Net investment income (2)		0.02			0.12			0.12			0.12			0.04			0.08
Net realized and unrealized gain (loss) on investments		(1.52	)		0.09			3.01			0.41			(0.46	)		1.68
Total from investment operations		(1.50	)		0.21			3.13			0.53			(0.42	)		1.76
Less distributions:
From net investment income		(0.13	)		(0.17	)		(0.07	)		(0.07	)		(0.05	)		(0.11	)
From net realized gain		(1.76	)		(1.27	)		(0.57	)		(0.58	)		(0.31	)		—
Redemption fees		—			0.00	(3)		—			—			0.00	(3)		0.00	(3)
Total distributions		(1.89	)		(1.44	)		(0.64	)		(0.65	)		(0.36	)		(0.11	)
Net asset value, end of period	$	13.51		$	16.90	��	$	18.13		$	15.64		$	15.76		$	16.54
Total Return		(8.66	)%		0.95	%		20.90	%		3.24	%		(2.61	)%		11.78	%
Supplemental data and ratios:
Net assets, end of period	$	1,192,486		$	1,798,973		$	1,952,884		$	1,833,241		$	5,015,722		$	11,351,746
Ratio of expenses to average net assets:
Before expense reimbursement or recovery		3.36	%(4)		2.60	%		2.66	%		2.35	%		2.04	%		2.06	%
After expense reimbursement or recovery		1.50	%(4)		1.50	%		1.50	%		1.50	%		1.50	%		1.72	%
Ratio of net investment income (loss) to average net assets:
Before expense reimbursement or recovery		(1.52	)%(4)		(0.43	)%		(0.43	)%		(0.10	)%		(0.29	)%		0.18	%
After expense reimbursement or recovery		0.34	%(4)		0.67	%		0.73	%		0.75	%		0.24	%		0.52	%
Portfolio turnover rate		44.01	%		101.26	%		87.41	%		110.53	%		95.84	%		107.17	%

(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) Annualized.

24 Leuthold Funds - 2019 Semi-Annual Report See Notes to the Financial Statements.

Leuthold Global Industries Fund - Institutional - LGIIX

Financial Highlights

	Six Months Ended March 31, 2019			Year Ended September 30, 2018			Year Ended September 30, 2017			Year Ended September 30, 2016			Year Ended September 30, 2015			Year Ended September 30, 2014
	(Unaudited)
Per Share Data(1):
Net asset value, beginning of period	$	17.02		$	18.22		$	15.70		$	15.82		$	16.63		$	14.95
Income (loss) from investment operations:
Net investment income (2)		0.04			0.16			0.16			0.15			0.08			0.13
Net realized and unrealized gain (loss) on investments		(1.53	)		0.09			3.03			0.43			(0.48	)		1.69
Total from investment operations		(1.49	)		0.25			3.19			0.58			(0.40	)		1.82
Less distributions:
From net investment income		(0.17	)		(0.18	)		(0.10	)		(0.12	)		(0.10	)		(0.14	)
From net realized gain		(1.76	)		(1.27	)		(0.57	)		(0.58	)		(0.31	)		—
Redemption fees		—			—			—			—			0.00	(3)		—
Total distributions		(1.93	)		(1.45	)		(0.67	)		(0.70	)		(0.41	)		(0.14	)
Net asset value, end of period	$	13.60		$	17.02		$	18.22		$	15.70		$	15.82		$	16.63
Total Return		(8.53	)%		1.17	%		21.25	%		3.47	%		(2.44	)%		12.16	%
Supplemental data and ratios:
Net assets, end of period	$	6,162,371		$	8,640,784		$	8,980,549		$	9,802,258		$	14,272,916		$	16,853,310
Ratio of expenses to average net assets:
Before expense reimbursement or recovery		3.11	%(4)		2.35	%		2.41	%		2.10	%		1.79	%		1.81	%
After expense reimbursement or recovery		1.25	%(4)		1.25	%		1.25	%		1.25	%		1.25	%		1.47	%
Ratio of net investment income (loss) to average net assets:
Before expense reimbursement or recovery		(1.27	)% (4)		(0.18	)%		(0.18	)%		0.15	%		(0.05	)%		0.43	%
After expense reimbursement or recovery		0.59	%(4)		0.92	%		0.98	%		1.00	%		0.49	%		0.77	%
Portfolio turnover rate		44.01	%		101.26	%		87.41	%		110.53	%		95.84	%		107.17	%

(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) Annualized.

See Notes to the Financial Statements. Leuthold Funds - 2019 Semi-Annual Report 25

Grizzly Short Fund - GRZZX

Financial Highlights

	Six Months Ended March 31, 2019			Year Ended September 30, 2018			Year Ended September 30, 2017(1)			Year Ended September 30, 2016(1)			Year Ended September 30, 2015(1)			Year Ended September 30, 2014(1)
	(Unaudited)
Per Share Data(2):
Net asset value, beginning of period	$	17.65		$	21.48		$	24.68		$	31.96		$	29.48		$	34.32
Income (loss) from investment operations:
Net investment income (loss)		0.09	(3)		(0.03	)(3)		(0.40	)(3)		(0.72	)(3)		(0.80	)(3)		(1.04	)(4)
Net realized and unrealized gain (loss) on investments and securities sold short		(1.06	)		(3.80	)		(2.80	)		(6.56	)		3.28			(3.80	)
Total from investment operations		(0.97	)		(3.83	)		(3.20	)		(7.28	)		2.48			(4.84	)
Less distributions:
From net investment income		—			—			—			—			—			—
From net realized gain		—			—			—			—			—			—
Total distributions		—			—			—			—			—			—
Net asset value, end of period	$	16.68		$	17.65		$	21.48		$	24.68		$	31.96		$	29.48
Total Return		(5.55	)%		(17.83	)%		(12.97	)%		(22.78	)%		8.41	%		(14.20	)%
Supplemental data and ratios:
Net assets, end of period	$	94,814,873		$	98,948,757		$	205,698,273		$	178,211,844		$	265,843,184		$	72,182,207
Ratio of expenses to average net assets(5)		2.73	%(8)		2.64	%		2.63	%		2.65	%		2.81	%		3.35	%
Ratio of net investment income (loss) to average net assets(6)		0.94	%(8)		(0.54	)%		(1.78	)%		(2.50	)%		(2.81	)%		(3.35	)%
Portfolio turnover rate(7)		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%

(1) Per share data adjusted for 1:4 reverse split completed as of May 18, 2018.

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

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

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

(5) 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 period ended March 31, 2019, 1.53% for the year ended September 30, 2018, 1.54% for the year ended September 30, 2017, 1.52% for the year ended September 30, 2016, 1.55% for the year ended September 30, 2015, and 1.57% for the year ended September 30, 2014.

(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.

(8) Annualized.

26 Leuthold Funds - 2019 Semi-Annual Report See Notes to the Financial Statements.

Leuthold Core Investment Fund

Schedule of Investments

March 31, 2019 (Unaudited)

	Shares		Fair Value
COMMON STOCKS - 54.08%
Airlines - 0.81%
Delta Air Lines, Inc. (f)		56,269	$	2,906,294
United Continental Holdings, Inc. (a)		35,089		2,799,400
				5,705,694
Biotechnology - 2.65%
AbbVie, Inc.		40,087		3,230,611
Amgen, Inc.		17,938		3,407,861
Biogen, Inc. (a)		10,617		2,509,647
Celgene Corp. (a)		25,077		2,365,764
Gilead Sciences, Inc.		50,886		3,308,099
Regeneron Pharmaceuticals, Inc. (a)(f)		9,152		3,757,994
				18,579,976
Chemicals - 0.00% (i)
China Lumena New Materials Corp. (a)(b)(d)(e)		838,000		6,405
Commercial Services & Supplies - 2.27%
Republic Services, Inc. (f)		66,628		5,355,559
Stericycle, Inc. (a)(f)		46,127		2,510,231
Tetra Tech, Inc.		41,002		2,443,309
Waste Management, Inc.		53,998		5,610,932
				15,920,031
Consumer Finance - 1.88%
Ally Financial, Inc. (f)		106,166		2,918,503
Capital One Financial Corp.		32,582		2,661,624
OneMain Holdings, Inc.		45,944		1,458,722
Santander Consumer USA Holdings, Inc. (f)		97,746		2,065,373
Synchrony Financial		72,486		2,312,303
World Acceptance Corp. (a)(f)		15,193		1,779,556
				13,196,081

	Shares		Fair Value
Entertainment - 1.18%
Viacom, Inc. - Class B		116,233	$	3,262,660
The Walt Disney Co.		45,029		4,999,570
				8,262,230
Food & Staples Retailing - 2.16%
Costco Wholesale Corp.		32,582		7,889,405
Walmart, Inc.		73,950		7,212,344
				15,101,749
Health Care Providers & Services - 9.41%
Acadia Healthcare Co., Inc. (a)(f)		104,519		3,063,452
Anthem, Inc.		26,175		7,511,701
Centene Corp. (a)		105,800		5,617,980
Cigna Corp.		25,857		4,158,323
CVS Health Corp.		78,709		4,244,776
Encompass Health Corp.		66,811		3,901,762
HCA Healthcare, Inc.		56,839		7,410,669
Humana, Inc.		17,389		4,625,474
Laboratory Corp. of America Holdings (a)		23,064		3,528,331
Quest Diagnostics, Inc.		38,256		3,439,979
Select Medical Holdings Corp. (a)		142,775		2,011,700
Tenet Healthcare Corp. (a)		66,445		1,916,274
UnitedHealth Group, Inc.		30,752		7,603,740
Universal Health Services, Inc. - Class B		51,436		6,880,594
				65,914,755
Hotels, Restaurants & Leisure - 2.62%
BJ's Restaurants, Inc.		29,836		1,410,646
Brinker International, Inc. (f)		36,975		1,640,950
The Cheesecake Factory, Inc. (f)		37,341		1,826,722
Cracker Barrel Old Country Store, Inc. (f)		10,983		1,774,963
Darden Restaurants, Inc.		25,443		3,090,561
Dave & Buster's Entertainment, Inc. (f)		31,850		1,588,360

See Notes to the Financial Statements. Leuthold Funds - 2019 Semi-Annual Report 27

Leuthold Core Investment Fund

Schedule of Investments (continued)

March 31, 2019 (Unaudited)

	Shares		Fair Value
COMMON STOCKS - 54.08% (continued)
Hotels, Restaurants & Leisure - 2.62% (continued)
Dine Brands Global, Inc. (f)		20,684	$	1,888,242
The Wendy's Co. (f)		107,264		1,918,953
Yum! Brands, Inc.		31,850		3,178,949
				18,318,346
Household Durables - 2.32%
D.R. Horton, Inc.		97,746		4,044,729
Lennar Corp. - Class A		58,574		2,875,398
Meritage Homes Corp. (a)(f)		41,917		1,874,109
PulteGroup, Inc.		148,998		4,165,984
Toll Brothers, Inc.		90,058		3,260,100
				16,220,320
Interactive Media & Services - 2.50%
Alphabet, Inc. - Class A (a)		7,709		9,072,645
Facebook, Inc. - Class A (a)		23,131		3,855,706
IAC/InterActiveCorp (a)		12,771		2,683,315
YY, Inc. - Class A - ADR (a)		23,008		1,932,902
				17,544,568
IT Services - 4.95%
Alliance Data Systems Corp. (f)		13,545		2,370,104
Fiserv, Inc. (a)(f)		64,432		5,688,057
FleetCor Technologies, Inc. (a)		14,644		3,611,064
Genpact, Ltd.		51,436		1,809,519
MasterCard, Inc. - Class A		35,328		8,317,978
MAXIMUS, Inc.		44,114		3,131,212
Visa, Inc. - Class A (f)		50,154		7,833,553
The Western Union Co. (f)		102,322		1,889,887
				34,651,374
Media - 1.49%
AMC Networks, Inc. - Class A (a)(f)		33,314		1,890,903
Comcast Corp. - Class A		100,675		4,024,986
Discovery, Inc. - Class A (a)(f)		65,896		1,780,510
Nexstar Media Group, Inc. - Class A (f)		25,443		2,757,258
				10,453,657

	Shares		Fair Value
Multiline Retail - 2.97%
Dollar General Corp.		57,476	$	6,856,887
Dollar Tree, Inc. (a)		51,070		5,364,393
Target Corp. (f)		106,715		8,564,946
				20,786,226
Professional Services - 2.73%
ASGN, Inc. (a)(f)		58,940		3,742,101
Insperity, Inc.		44,846		5,545,656
Robert Half International, Inc. (f)		68,093		4,436,940
TriNet Group, Inc. (a)		62,601		3,739,784
TrueBlue, Inc. (a)		69,374		1,640,001
				19,104,482
Road & Rail - 4.04%
Canadian National Railway Co. (b)		33,131		2,964,562
Canadian Pacific Railway, Ltd. (b)		19,220		3,959,897
CSX Corp. (f)		55,280		4,136,049
Genesee & Wyoming, Inc. - Class A (a)		35,328		3,078,482
Kansas City Southern		32,582		3,778,860
Norfolk Southern Corp.		23,247		4,344,632
Union Pacific Corp. (f)		24,528		4,101,082
Werner Enterprises, Inc. (f)		57,476		1,962,805
				28,326,369
Semiconductors & Semiconductor Equipment - 3.21%
Applied Materials, Inc.		113,122		4,486,419
KLA-Tencor Corp.		23,064		2,754,072
Kulicke & Soffa Industries, Inc. (b)		62,601		1,384,108
Lam Research Corp.		40,819		7,307,009
MKS Instruments, Inc. (f)		42,832		3,985,518
SolarEdge Technologies, Inc. (a)(b)(f)		67,544		2,545,058
				22,462,184

28 Leuthold Funds - 2019 Semi-Annual Report See Notes to the Financial Statements.

Leuthold Core Investment Fund

Schedule of Investments (continued)

March 31, 2019 (Unaudited)

	Shares		Fair Value
COMMON STOCKS - 54.08% (continued)
Software - 3.72%
Check Point Software Technologies, Ltd. (a)(b)		38,869	$	4,916,540
Fortinet, Inc. (a)		43,577		3,659,160
Microsoft Corp.		75,505		8,905,060
Oracle Corp.		90,669		4,869,832
VMware, Inc. - Class A (f)		20,461		3,693,415
				26,044,007
Specialty Retail - 3.17%
Aaron's, Inc. (f)		73,218		3,851,267
AutoZone, Inc. (a)		3,478		3,561,889
Group 1 Automotive, Inc.		28,006		1,811,988
The Home Depot, Inc.		15,193		2,915,385
Lowe's Companies, Inc.		50,154		5,490,358
Penske Automotive Group, Inc.		47,409		2,116,812
Williams-Sonoma, Inc. (f)		43,287		2,435,760
				22,183,459
TOTAL COMMON STOCKS
(Cost $313,776,829)			$	378,781,913
INVESTMENT COMPANIES - 12.08%
Exchange Traded Funds - 12.08%
Invesco CurrencyShares Euro Currency Trust (a)(f)		34,111	$	3,650,559
Invesco CurrencyShares Japanese Yen Trust (a)(f)(h)		239,414		20,615,940
iShares Floating Rate Bond ETF (f)		120,161		6,117,396
iShares International Treasury Bond ETF (f)		347,250		17,029,140
iShares JP Morgan USD Emerging Markets Bond ETF		52,626		5,792,018
iShares MBS ETF (f)		101,832		10,830,851
SPDR Gold Shares (a)(f)		168,792		20,594,312
TOTAL INVESTMENT COMPANIES
(Cost $84,608,182)			$	84,630,216

	Principal Amount		Fair Value
CORPORATE BONDS - 2.62%
Banks - 0.78%
JPMorgan Chase & Co.
1.500%, 01/27/2025	$	4,600,000	$	5,441,133
Food Products - 0.60%
Kraft Heinz Foods Co.
3.950%, 07/15/2025		4,150,000		4,182,139
Software - 0.66%
Oracle Corp.
2.950%, 05/15/2025		4,620,000		4,614,015
Technology Hardware, Storage & Peripherals - 0.58%
Apple, Inc.
1.000%, 11/10/2022		3,500,000		4,079,805
TOTAL CORPORATE BONDS
(Cost $18,163,007)			$	18,317,092
UNITED STATES TREASURY OBLIGATIONS - 5.23%
United States Treasury Inflation
Index Bond - 1.38%
0.125%, 07/15/2022	$	9,730,816	$	9,678,533
United States Treasury Notes - 3.85%
2.500%, 12/31/2020		4,260,000		4,272,813
2.500%, 01/31/2025		13,980,000		14,141,097
3.500%, 02/15/2039		7,540,000		8,543,468
				26,957,378
TOTAL UNITED STATES TREASURY OBLIGATIONS (Cost $35,672,586)			$	36,635,911

See Notes to the Financial Statements. Leuthold Funds - 2019 Semi-Annual Report 29

Leuthold Core Investment Fund

Schedule of Investments (continued)

March 31, 2019 (Unaudited)

	Principal Amount		Fair Value
FOREIGN GOVERNMENT BONDS - 4.09%
Argentine Republic Government International Bond
6.250%, 04/22/2019 (b)	$	4,300,000	$	4,302,150
Canadian Government Bond
2.250%, 06/01/2025 (b)	CAD	5,400,000		4,203,825
French Republic Government Bond OAT
1.250%, 05/25/2034 (b)	EUR	10,480,000		12,655,588
Government of the United Kingdom
2.250%, 09/07/2023 (b)	GBP	3,750,000		5,214,008
Korea International Bond
7.125%, 04/16/2019 (b)	$	2,250,000		2,254,208
TOTAL FOREIGN GOVERNMENT BONDS
(Cost $28,150,253)			$	28,629,779

	Shares		Fair Value
SHORT-TERM INVESTMENTS - 20.41%
Money Market Funds - 20.41%
Fidelity Institutional Money Market Funds - Government Portfolio - Class I, 2.300% (c)(g)		142,962,278	$	142,962,278
TOTAL SHORT-TERM INVESTMENTS
(Cost $142,962,278)			$	142,962,278
INVESTMENTS PURCHASED AS SECURITIES LENDING COLLATERAL - 15.05%
Mount Vernon Liquid Assets Portfolio, LLC, 2.610% (c)		105,428,945	$	105,428,945
TOTAL INVESTMENTS PURCHASED AS SECURITIES LENDING COLLATERAL
(Cost $105,428,945)			$	105,428,945

	Fair Value
Total Investments
(Cost $728,762,080) - 113.56%	$	795,386,134
Liabilities in Excess of Other Assets - (13.56)%		(95,005,125	)
TOTAL NET ASSETS - 100.00%	$	700,381,009

Percentages are stated as a percent of net assets.

ADR American Depositary Receipt

CAD Canadian Dollar

EUR Euro

GBP British Pound

(a) Non-income producing security.

(b) Foreign issued security.

(c) The rate quoted is the annualized seven-day yield as of March 31, 2019.

(d) Illiquid security.  The fair value of these securities total $6,405 which represents an amount that rounds to 0.00% of total net assets.

(e) This security is currently being fair valued in accordance with procedures established by the Board of Directors of Leuthold Funds, Inc. and is deemed a Level 3 security as it is valued usinig significant unobservable inputs.

(f) This security or a portion of this security was out on loan as of March 31, 2019. Total loaned securities had a value of $103,535,380 or 14.78% of net assets. The remaining contractual maturity of all of the securities lending transactions is overnight and continuous. See Note 8.

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

(h) Affiliated security.  At March 31, 2019, the market value of this security totals $20,615,940, which represents 2.94% of total net assets.

(I) Rounds to less than 0.005%.

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.

30 Leuthold Funds - 2019 Semi-Annual Report See Notes to the Financial Statements.

Leuthold Core Investment Fund

Schedule of Investments Sold Short - (a)

March 31, 2019 (Unaudited)

	Shares		Fair Value
COMMON STOCKS - 6.81%
Aerospace & Defense - 0.14%
Embraer SA - ADR		12,158	$	231,124
L3 Technologies, Inc.		3,793		782,761
				1,013,885
Beverages - 0.50%
Anheuser-Busch InBev SA/NV - ADR		7,950		667,561
Brown-Forman Corp. - Class B		18,601		981,761
Keurig Dr Pepper, Inc.		27,642		773,147
MGP Ingredients, Inc.		3,325		256,524
Monster Beverage Corp.		15,224		830,926
				3,509,919
Capital Markets - 0.15%
SEI Investments Co.		14,756		771,001
WisdomTree Investments, Inc.		34,708		245,038
				1,016,039
Chemicals - 0.18%
GCP Applied Technologies, Inc.		8,570		253,672
The Scotts Miracle-Gro Co.		9,716		763,483
Sensient Technologies Corp.		3,728		252,721
				1,269,876
Commercial Services & Supplies - 0.21%
Copart, Inc.		12,626		765,010
Healthcare Services Group, Inc.		14,081		464,532
Ritchie Bros Auctioneers, Inc. (b)		7,066		240,244
				1,469,786
Construction & Engineering - 0.04%
Granite Construction, Inc.		5,767		248,846
Construction Materials - 0.06%
Summit Materials, Inc. - Class A		27,642		438,679

	Shares		Fair Value
Diversified Consumer Services - 0.23%
New Oriental Education & Technology Group, Inc. - ADR		9,508	$	856,576
ServiceMaster Global Holdings, Inc.		16,066		750,282
				1,606,858
Electronic Equipment, Instruments & Components - 0.22%
Cognex Corp.		14,860		755,780
IPG Photonics Corp.		5,352		812,326
				1,568,106
Energy Equipment & Services - 0.47%
Baker Hughes, a GE Co. - Class A		31,383		869,937
Core Laboratories NV (b)		11,898		820,129
Halliburton Co.		17,926		525,232
National Oilwell Varco, Inc.		17,562		467,852
Schlumberger, Ltd.		14,185		618,040
				3,301,190
Entertainment - 0.35%
Activision Blizzard, Inc.		18,133		825,595
Electronic Arts, Inc.		7,158		727,468
Netflix, Inc.		2,494		889,261
				2,442,324
Food Products - 0.04%
BRF SA - ADR		51,854		301,790
Health Care Equipment & Supplies - 0.47%
Align Technology, Inc.		3,429		974,968
Becton Dickinson and Co.		2,962		739,700
Insulet Corp.		8,417		800,372
Intuitive Surgical, Inc.		1,351		770,854
				3,285,894
Health Care Technology - 0.10%
Teladoc Health, Inc.		12,782		710,679

See Notes to the Financial Statements. Leuthold Funds - 2019 Semi-Annual Report 31

Leuthold Core Investment Fund

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

March 31, 2019 (Unaudited)

	Shares		Fair Value
COMMON STOCKS - 6.81% (continued)
Hotels, Restaurants & Leisure - 0.46%
Boyd Gaming Corp.		30,967	$	847,257
Melco Resorts & Entertainment, Ltd. - ADR		39,852		900,257
MGM Resorts International		27,278		699,953
Vail Resorts, Inc.		3,530		767,069
				3,214,536
Household Products - 0.04%
Spectrum Brands Holdings, Inc.		4,520		247,606
Industrial Conglomerates - 0.11%
General Electric Co.		77,262		771,847
Insurance - 0.30%
American International Group, Inc.		15,172		653,306
Fidelity National Financial, Inc.		20,333		743,171
RenaissanceRe Holdings, Ltd. (b)		5,077		728,550
				2,125,027
Interactive Media & Services - 0.08%
Snap, Inc. - Class A		52,790		581,746
Internet & Direct Marketing Retail - 0.29%
Alibaba Group Holding, Ltd. - ADR		4,001		729,983
GrubHub, Inc.		11,847		823,011
Shutterfly, Inc.		12,088		491,256
				2,044,250
Machinery - 0.38%
Fortive Corp.		9,404		788,901
IDEX Corp.		6,027		914,537
Xylem, Inc.		11,795		932,277
				2,635,715
Multi-Utilities - 0.11%
Sempra Energy		6,183		778,192

		Shares		Fair Value
Oil, Gas & Consumable Fuels - 0.26%
Concho Resources, Inc.			6,703	$	743,765
Diamondback Energy, Inc.			8,157		828,180
Jagged Peak Energy, Inc.	��		24,109		252,421
					1,824,366
Pharmaceuticals - 0.08%
Nektar Therapeutics			16,003		537,701
Professional Services - 0.22%
CoStar Group, Inc.			1,603		747,671
TransUnion			11,422		763,447
					1,511,118
Real Estate Investment Trusts (REITs) - 0.11%
Equinix, Inc.			1,767		800,734
Real Estate Management & Development - 0.09%
The Howard Hughes Corp.			5,560		611,600
Semiconductors & Semiconductor Equipment - 0.30%
Ambarella, Inc.			14,444		623,981
Marvell Technology Group, Ltd.			38,397		763,716
Microchip Technology, Inc.			8,625		715,530
					2,103,227
Software - 0.49%
2U, Inc.			10,288		728,905
Blackbaud, Inc.			7,950		633,853
Cloudera, Inc.			32,318		353,559
Instructure, Inc.			8,313		391,708
Pegasystems, Inc.			9,353		607,945
Proofpoint, Inc.			6,183		750,802
					3,466,772
Technology Hardware, Storage & Peripherals - 0.13%
Pure Storage, Inc.			40,372		879,706

32 Leuthold Funds - 2019 Semi-Annual Report See Notes to the Financial Statements.

Leuthold Core Investment Fund

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

March 31, 2019 (Unaudited)

	Shares		Fair Value
COMMON STOCKS - 6.81% (continued)
Thrifts & Mortgage Finance - 0.12%
LendingTree, Inc.		2,442	$	858,509
Trading Companies & Distributors - 0.08%
SiteOne Landscape Supply, Inc.		9,612		549,326
TOTAL COMMON STOCKS
(Proceeds $47,732,297)			$	47,725,849
INVESTMENT COMPANIES - 0.23%
Exchange Traded Funds - 0.23%
SPDR S&P 500 ETF Trust		5,612	$	1,585,278
TOTAL INVESTMENT COMPANIES
(Proceeds $1,539,831)			$	1,585,278
TOTAL SECURITIES SOLD SHORT
(Proceeds $49,272,128) - 7.04%			$	49,311,127

Percentages are stated as a percent of net assets.

ADR   American Depositary Receipt

(a) Non-income producing security.

(b) Foreign issued security.

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

See Notes to the Financial Statements. Leuthold Funds - 2019 Semi-Annual Report 33

Leuthold Global Fund

Schedule of Investments

March 31, 2019  (Unaudited)

	Shares		Fair Value
COMMON STOCKS - 55.47%
Airlines - 1.56%
Hawaiian Holdings, Inc. (f)		7,463	$	195,904
International Consolidated Airlines Group SA (b)		46,366		308,520
SkyWest, Inc. (f)		4,646		252,231
United Continental Holdings, Inc. (a)		3,557		283,777
				1,040,432
Banks - 0.60%
Nedbank Group, Ltd. (b)		8,854		154,737
Taishin Financial Holding Co., Ltd. (b)		291,000		132,765
Turkiye Halk Bankasi AS (b)		98,282		112,968
				400,470
Communications Equipment - 3.03%
Arcadyan Technology Corp. (b)		104,000		315,486
Ciena Corp. (a)		12,937		483,067
Cisco Systems, Inc. (f)		8,841		477,326
CommScope Holding Co., Inc. (a)		10,768		233,989
Lumentum Holdings, Inc. (a)(f)		7,295		412,459
Taihan Fiberoptics Co., Ltd. (a)(b)		27,717		98,047
				2,020,374
Consumer Finance - 2.11%
Ally Financial, Inc. (f)		12,372		340,106
Encore Capital Group, Inc. (a)(f)		5,560		151,399
Hitachi Capital Corp. (b)		7,200		167,211
Krungthai Card PCL - NVDR		187,700		208,926
Nelnet, Inc. - Class A		3,663		201,721
Santander Consumer USA Holdings, Inc. (f)		16,066		339,475
				1,408,838

	Shares		Fair Value
Diversified Telecommunication Services - 0.66%
China Telecom Corp., Ltd. - ADR		2,739	$	153,411
Telekomunikasi Indonesia Persero Tbk PT - ADR		5,750		157,895
Telkom SA SOC, Ltd. (b)		24,815		126,029
				437,335
Electric Utilities - 0.18%
EDP - Energias do Brasil SA (b)		28,400		123,382
Entertainment - 0.94%
Viacom, Inc. - Class B		9,345		262,314
The Walt Disney Co.		3,261		362,069
				624,383
Health Care Providers & Services - 6.08%
Alfresa Holdings Corp. (b)		15,800		450,249
AmerisourceBergen Corp.		3,665		291,441
Anthem, Inc.		2,319		665,507
Centene Corp. (a)		8,999		477,847
Cigna Corp.		3,777		607,417
CVS Health Corp.		5,977		322,340
Laboratory Corp. of America Holdings (a)(f)		2,034		311,161
Medipal Holdings Corp. (b)		17,300		411,633
UnitedHealth Group, Inc.		2,104		520,235
				4,057,830
Household Durables - 2.65%
Barratt Developments PLC (b)		35,180		274,804
Haseko Corp. (b)		23,800		299,970
Lennar Corp. - Class A (f)		6,975		342,403
Meritage Homes Corp. (a)(f)		6,601		295,131
Redrow PLC (b)		37,372		292,840
TRI Pointe Group, Inc. (a)(f)		20,758		262,381
				1,767,529

34 Leuthold Funds - 2019 Semi-Annual Report See Notes to the Financial Statements.

Leuthold Global Fund

Schedule of Investments (continued)

March 31, 2019 (Unaudited)

	Shares		Fair Value
COMMON STOCKS - 55.47% (continued)
Insurance - 2.68%
Dai-ichi Life Holdings, Inc. (b)		16,400	$	228,310
Legal & General Group PLC (b)		87,839		315,223
Lincoln National Corp.		2,792		163,890
Medibank Pvt, Ltd. (b)		104,799		205,707
Old Mutual, Ltd. (b)		70,945		104,366
Ping An Insurance Group Co. of China, Ltd. - H Shares (b)		48,000		540,394
Prudential Financial, Inc.		2,509		230,527
				1,788,417
Interactive Media & Services - 2.54%
Alphabet, Inc. - Class A (a)		526		619,044
Auto Trader Group PLC (b)		28,087		191,032
Baidu, Inc. - Class A - ADR (a)		1,567		258,320
Facebook, Inc. - Class A (a)		1,145		190,860
IAC/InterActiveCorp (a)		1,211		254,443
Yandex NV - Class A (a)(b)		5,253		180,388
				1,694,087
IT Services - 6.25%
Accenture PLC - Class A (b)(f)		2,485		437,410
Bechtle AG (b)		2,276		211,166
CACI International, Inc. - Class A (a)		1,651		300,515
Computershare, Ltd. (b)		15,016		182,538
CSG Systems International, Inc.		4,861		205,620
DXC Technology Co.		4,720		303,543
First Data Corp. - Class A (a)(f)		11,804		310,091
FleetCor Technologies, Inc. (a)(f)		1,416		349,172
Genpact, Ltd.		10,306		362,565
ManTech International Corp. - Class A		3,513		189,772
MAXIMUS, Inc.		3,261		231,466
NET One Systems Co., Ltd. (b)		18,000		455,186

	Shares		Fair Value
IT Services - 6.25% (continued)
NS Solutions Corp. (b)		7,800	$	210,926
TIS, Inc. (b)		4,200		199,292
Wipro, Ltd. - ADR		54,577		217,217
				4,166,479
Life Sciences Tools & Services - 3.57%
Bio-Rad Laboratories, Inc. - Class A (a)		961		293,758
Cambrex Corp. (a)(f)		5,976		232,168
Eurofins Scientific SE (b)		620		256,843
Gerresheimer AG (b)		3,945		296,952
IQVIA Holdings, Inc. (a)(f)		3,141		451,833
Medpace Holdings, Inc. (a)		4,903		289,130
Siegfried Holding AG (b)		737		264,711
Syneos Health, Inc. (a)(f)		5,691		294,566
				2,379,961
Media - 2.89%
Comcast Corp. - Class A		9,899		395,762
Fuji Media Holdings, Inc. (b)		12,500		172,671
Naspers, Ltd. (b)		1,641		382,421
Nexstar Media Group, Inc. - Class A (f)		3,398		368,241
Quebecor Inc. - Class B (b)		7,870		192,929
TEGNA, Inc.		15,587		219,777
Telenet Group Holding NV (b)		4,112		197,747
				1,929,548
Metals & Mining - 1.32%
BlueScope Steel, Ltd. (b)		38,133		378,490
Evraz PLC (b)		26,156		211,617
Reliance Steel & Aluminum Co.		2,001		180,610
United States Steel Corp.		5,552		108,208
				878,925

See Notes to the Financial Statements. Leuthold Funds - 2019 Semi-Annual Report 35

Leuthold Global Fund

Schedule of Investments (continued)

March 31, 2019 (Unaudited)

	Shares		Fair Value
COMMON STOCKS - 55.47% (continued)
Oil, Gas & Consumable Fuels - 7.29%
Adaro Energy Tbk PT (b)		1,443,500	$	136,700
Cenovus Energy, Inc. (b)		22,679		196,854
Ecopetrol SA - ADR (f)		11,800		252,992
Enagas SA (b)		6,760		196,801
Energy Transfer LP		18,672		286,989
Eni SpA - ADR		6,603		232,690
Enterprise Products Partners LP		10,241		298,013
Equinor ASA - ADR (f)		10,164		223,303
Exxon Mobil Corp.		4,082		329,826
Galp Energia SGPS SA (b)		10,860		174,018
Keyera Corp. (b)		8,815		207,850
Magellan Midstream Partners LP		3,281		198,927
MOL Hungarian Oil & Gas PLC - A Series (b)		18,685		214,272
Peabody Energy Corp.		7,084		200,690
Phillips 66 Partners LP		3,830		200,500
Plains All American Pipeline LP		11,399		279,389
PTT PCL - NVDR		139,400		210,864
Repsol SA (b)		13,146		224,907
TransCanada Corp. (b)		6,539		293,863
Whitehaven Coal, Ltd. (b)		86,273		248,898
Yanzhou Coal Mining Co., Ltd. - H Shares (b)		262,000		257,820
				4,866,166
Paper & Forest Products - 0.07%
China Forestry Holdings Co., Ltd. (a)(b)(d)(e)		2,484,000		47,465
Road & Rail - 2.86%
Canadian National Railway Co. (b)		3,358		300,474
Canadian Pacific Railway, Ltd. (b)(f)		1,414		291,326
Central Japan Railway Co. (b)		1,200		278,936
CSX Corp. (f)		3,949		295,464
Hitachi Transport System, Ltd. (b)		6,400		190,169

	Shares		Fair Value
Road & Rail - 2.86% (continued)
Knight-Swift Transportation Holdings, Inc. (f)		5,566	$	181,897
Ryder System, Inc.		2,990		185,350
TFI International, Inc. (b)		6,332		187,020
				1,910,636
Semiconductors & Semiconductor
Equipment - 4.41%
Applied Materials, Inc.		6,329		251,008
DB HiTek Co., Ltd. (b)		15,235		168,158
Intel Corp.		7,242		388,895
Lam Research Corp.		1,834		328,304
Micron Technology, Inc. (a)		13,150		543,490
ON Semiconductor Corp. (a)(f)		16,008		329,285
SCREEN Holdings Co., Ltd. (b)		3,100		125,403
Sino-American Silicon Products, Inc. (a)(b)		80,000		175,706
STMicroelectronics NV - NYRS		14,244		211,523
SUMCO Corp. (b)		19,300		215,893
UniTest, Inc. (b)		14,835		203,938
				2,941,603
Thrifts & Mortgage Finance - 0.21%
Sangsangin Co., Ltd. (a)(b)		8,228		137,130
Wireless Telecommunication Services - 3.57%
China Mobile, Ltd. - ADR		5,938		302,779
KDDI Corp. (b)		19,100		411,362
Rogers Communications, Inc. - Class B (b)		6,430		345,811
SoftBank Group Corp. (b)		8,100		789,561
Telephone & Data Systems, Inc.		8,054		247,500
T-Mobile US, Inc. (a)		4,121		284,761
				2,381,774
TOTAL COMMON STOCKS
(Cost $36,812,296)			$	37,002,764

36 Leuthold Funds - 2019 Semi-Annual Report See Notes to the Financial Statements.

Leuthold Global Fund

Schedule of Investments (continued)

March 31, 2019 (Unaudited)

	Shares		Fair Value
PREFERRED STOCKS - 0.21%
Diversified Telecommunication Services - 0.21%
Telefonica Brasil SA - ADR		11,737	$	141,666
TOTAL PREFERRED STOCKS
(Cost $151,917)			$	141,666
INVESTMENT COMPANIES - 11.69%
Exchange Traded Funds - 11.69%
Invesco CurrencyShares Euro Currency Trust (a)(f)		5,297	$	566,885
Invesco CurrencyShares Japanese Yen Trust (a)(f)		21,570		1,857,393
iShares Floating Rate Bond ETF (f)		13,602		692,478
iShares International Treasury Bond ETF (f)		27,995		1,372,875
iShares JP Morgan USD Emerging Markets Bond ETF		3,940		433,636
iShares MBS ETF (f)		7,455		792,914
SPDR Gold Shares (a)(f)		17,038		2,078,806
TOTAL INVESTMENT COMPANIES
(Cost $7,785,377)			$	7,794,987

	Principal Amount		Fair Value
CORPORATE BONDS - 1.71%
Banks - 0.83%
JPMorgan Chase & Co.
1.500%, 01/27/2025	$	470,000	$	555,942
Diversified Telecommunication Services - 0.88%
AT&T, Inc.
3.400%, 05/15/2025		590,000		583,814
TOTAL CORPORATE BONDS
(Cost $1,099,898)			$	1,139,756
UNITED STATES TREASURY OBLIGATIONS - 5.06%
United States Treasury Inflation Indexed Bond - 1.62%
0.125%, 07/15/2022	$	1,089,107	$	1,083,255
United States Treasury Notes - 3.44%
2.500%, 01/31/2025		1,289,000		1,303,854
3.500%, 02/15/2039		873,000		989,184
				2,293,038
TOTAL UNITED STATES TREASURY OBLIGATIONS (Cost $3,273,523)			$	3,376,293
FOREIGN GOVERNMENT BONDS - 5.85%
Argentine Republic Government International Bond
6.250%, 04/22/2019 (b)	$	725,000	$	725,363
Canadian Government Bond
2.250%, 06/01/2025 (b)	CAD	610,000		474,877
French Republic Government Bond OAT
1.250%, 05/25/2034 (b)	EUR	1,180,000		1,424,961
Government of the United Kingdom
2.250%, 09/07/2023 (b)	GBP	630,000		875,953
Korea International Bond
7.125%, 04/16/2019 (b)	$	400,000		400,748
TOTAL FOREIGN GOVERNMENT BONDS
(Cost $3,834,098)			$	3,901,902

See Notes to the Financial Statements. Leuthold Funds - 2019 Semi-Annual Report 37

Leuthold Global Fund

Schedule of Investments (continued)

March 31, 2019 (Unaudited)

	Shares		Fair Value
SHORT-TERM INVESTMENTS - 17.60%
Money Market Funds - 17.60%
Fidelity Institutional Money Market Funds - Government Portfolio - Class I, 2.300% (c)(g)		11,740,450	$	11,740,450
TOTAL SHORT-TERM INVESTMENTS
(Cost $11,740,450)			$	11,740,450
INVESTMENTS PURCHASED AS SECURITIES LENDING COLLATERAL - 19.23%
Mount Vernon Liquid Assets Portfolio, LLC, 2.610% (c)		12,827,954	$	12,827,954
TOTAL INVESTMENTS PURCHASED AS SECURITIES LENDING COLLATERAL (Cost $12,827,954)			$	12,827,954
Total Investments
(Cost $77,525,513) - 116.82%			$	77,925,772
Liabilities in Excess of Other Assets - (16.82)%				(11,221,398	)
TOTAL NET ASSETS - 100.00%			$	66,704,374

Percentages are stated as a percent of net assets.

ADR American Depositary Receipt

CAD Canadian Dollar

EUR Euro

GBP British Pound

NVDR Non-Voting Depositary Receipt

NYRS New York Registry Shares

(a) Non-income producing security.

(b) Foreign issued security.

(c) The rate quoted is the annualized seven-day yield as of March 31, 2019.

(d) Illiquid security.  The fair value of these securities total $47,465 which represents 0.07% of total net assets.

(e) This security is currently being fair valued in accordance with procedures established by the Board of Directors of Leuthold Funds, Inc. and is deemed a Level 3 security as it is valued using significant unobservable inputs.

(f) This security or a portion of this security was out on loan as of March 31, 2019. Total loaned securities had a value of $12,580,175 or 18.86% of net assets. The remaining contractual maturity of all of the securities lending transactions is overnight and continuous. See Note 8.

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

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

38 Leuthold Funds - 2019 Semi-Annual Report See Notes to the Financial Statements.

Leuthold Global Fund

Schedule of Investments (continued)

March 31, 2019 (Unaudited)

	FairValue		Percentageof TotalInvestments
CURRENCY EXPOSURE
Australian Dollar	$	1,015,633		1.30	%
Brazilian Real		123,382		0.16
British Pound		2,574,355		3.30
Canadian Dollar		1,408,487		1.81
Euro		3,539,337		4.54
Hong Kong Dollar		845,679		1.09
Hungarian Forint		214,272		0.28
Indonesian Rupiah		136,700		0.18
Japanese Yen		4,606,772		5.91
New Taiwan Dollar		623,957		0.80
South African Rand		663,187		0.85
South Korea Won		607,273		0.78
Swiss Franc		264,710		0.34
Thai Baht		419,790		0.54
Turkish Lira		112,968		0.14
US Dollar		60,769,270		77.98
Total Investments	$	77,925,772		100.00	%

	FairValue		Percentageof TotalInvestments
PORTFOLIO DIVERSIFICATION
Argentina	$	725,363		0.93	%
Australia		1,015,633		1.30
Belgium		197,747		0.25
Brazil		265,048		0.34
Canada		2,491,004		3.20
China		1,257,410		1.61
Colombia		252,992		0.33
France		1,424,961		1.83
Germany		508,118		0.65
Hong Kong		302,779		0.39
Hungary		214,272		0.28
India		217,217		0.28
Indonesia		294,595		0.38
Ireland		437,410		0.56
Italy		232,690		0.30
Japan		4,606,772		5.91
Luxembourg		256,843		0.33
Norway		223,303		0.29
Portugal		174,018		0.22
Russia		392,005		0.50
South Africa		767,553		0.99
South Korea		1,008,021		1.29
Spain		421,708		0.54
Switzerland		476,233		0.61
Taiwan		623,957		0.80
Thailand		419,790		0.54
Turkey		112,968		0.14
United Kingdom		2,258,372		2.90
United States		56,346,990		72.31
Total Investments	$	77,925,772		100.00	%

See Notes to the Financial Statements. Leuthold Funds - 2019 Semi-Annual Report 39

Leuthold Global Fund

Schedule of Investments Sold Short - (a)

March 31, 2019 (Unaudited)

	Shares		Fair Value
COMMON STOCKS - 3.53%
Aerospace & Defense - 0.07%
Embraer SA - ADR		600	$	11,406
L3 Technologies, Inc.		187		38,591
				49,997
Beverages - 0.26%
Anheuser-Busch InBev SA/NV - ADR		392		32,916
Brown-Forman Corp. - Class B		918		48,452
Keurig Dr Pepper, Inc.		1,364		38,151
MGP Ingredients, Inc.		164		12,653
Monster Beverage Corp.		751		40,989
				173,161
Capital Markets - 0.08%
SEI Investments Co.		728		38,038
WisdomTree Investments, Inc.		1,713		12,094
				50,132
Chemicals - 0.09%
GCP Applied Technologies, Inc.		422		12,491
The Scotts Miracle-Gro Co.		479		37,640
Sensient Technologies Corp.		184		12,473
				62,604
Commercial Services & Supplies - 0.11%
Copart, Inc.		623		37,748
Healthcare Services Group, Inc.		695		22,928
Ritchie Bros Auctioneers, Inc. (b)		349		11,866
				72,542
Construction & Engineering - 0.02%
Granite Construction, Inc.		285		12,298
Construction Materials - 0.03%
Summit Materials, Inc. - Class A		1,364		21,647

	Shares		Fair Value
Diversified Consumer Services - 0.12%
New Oriental Education & Technology Group, Inc. - ADR		469	$	42,252
ServiceMaster Global Holdings, Inc.		792		36,987
				79,239
Electronic Equipment, Instruments & Components - 0.12%
Cognex Corp.		733		37,280
IPG Photonics Corp.		264		40,070
				77,350
Energy Equipment & Services - 0.24%
Baker Hughes, a GE Co. - Class A		1,549		42,938
Core Laboratories NV (b)		587		40,462
Halliburton Co.		885		25,930
National Oilwell Varco, Inc.		867		23,097
Schlumberger, Ltd.		700		30,499
				162,926
Entertainment - 0.18%
Activision Blizzard, Inc.		895		40,749
Electronic Arts, Inc.		353		35,876
Netflix, Inc.		123		43,857
				120,482
Food Products - 0.02%
BRF SA - ADR		2,559		14,893
Health Care Equipment & Supplies - 0.24%
Align Technology, Inc.		169		48,052
Becton Dickinson and Co.		146		36,460
Insulet Corp.		415		39,462
Intuitive Surgical, Inc.		67		38,229
				162,203
Health Care Technology - 0.05%
Teladoc Health, Inc.		631		35,084

40 Leuthold Funds - 2019 Semi-Annual Report See Notes to the Financial Statements.

Leuthold Global Fund

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

March 31, 2019 (Unaudited)

	Shares		Fair Value
COMMON STOCKS - 3.53% (continued)
Hotels, Restaurants & Leisure - 0.24%
Boyd Gaming Corp.		1,528	$	41,806
Melco Resorts & Entertainment, Ltd. - ADR		1,967		44,435
MGM Resorts International		1,346		34,538
Vail Resorts, Inc.		174		37,810
				158,589
Household Products - 0.02%
Spectrum Brands Holdings, Inc.		223		12,216
Industrial Conglomerates - 0.06%
General Electric Co.		3,813		38,092
Insurance - 0.16%
American International Group, Inc.		749		32,252
Fidelity National Financial, Inc.		1,002		36,623
RenaissanceRe Holdings, Ltd. (b)		250		35,875
				104,750
Interactive Media & Services - 0.04%
Snap, Inc. - Class A		2,605		28,707
Internet & Direct Marketing Retail - 0.15%
Alibaba Group Holding, Ltd. - ADR		197		35,943
GrubHub, Inc.		585		40,640
Shutterfly, Inc.		596		24,221
				100,804
Machinery - 0.19%
Fortive Corp.		464		38,925
IDEX Corp.		297		45,067
Xylem, Inc.		582		46,001
				129,993
Multi-Utilities - 0.06%
Sempra Energy		305		38,387

	Shares		Fair Value
Oil, Gas & Consumable Fuels - 0.14%
Concho Resources, Inc.		331	$	36,728
Diamondback Energy, Inc.		403		40,917
Jagged Peak Energy, Inc.		1,190		12,459
				90,104
Pharmaceuticals - 0.04%
Nektar Therapeutics		790		26,544
Professional Services - 0.11%
CoStar Group, Inc.		79		36,847
TransUnion		563		37,631
				74,478
Real Estate Investment Trusts (REITs) - 0.06%
Equinix, Inc.		87		39,425
Real Estate Management & Development - 0.05%
The Howard Hughes Corp.		274		30,140
Semiconductors & Semiconductor Equipment - 0.16%
Ambarella, Inc.		713		30,802
Marvell Technology Group, Ltd.		1,895		37,691
Microchip Technology, Inc.		426		35,341
				103,834
Software - 0.26%
2U, Inc.		508		35,992
Blackbaud, Inc.		392		31,254
Cloudera, Inc.		1,595		17,450
Instructure, Inc.		410		19,319
Pegasystems, Inc.		462		30,030
Proofpoint, Inc.		305		37,036
				171,081

See Notes to the Financial Statements. Leuthold Funds - 2019 Semi-Annual Report 41

Leuthold Global Fund

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

March 31, 2019 (Unaudited)

	Shares		Fair Value
COMMON STOCKS - 3.53% (continued)
Technology Hardware, Storage & Peripherals - 0.06%
Pure Storage, Inc.		1,992	$	43,406
Thrifts & Mortgage Finance - 0.06%
LendingTree, Inc.		121		42,539
Trading Companies & Distributors - 0.04%
SiteOne Landscape Supply, Inc.		474		27,089
TOTAL COMMON STOCKS
(Proceeds $2,350,200)			$	2,354,736
INVESTMENT COMPANIES - 3.75%
Exchange Traded Funds - 3.75%
iShares MSCI ACWI ETF		15,486	$	1,117,315
iShares MSCI EAFE ETF		15,973		1,036,008
iShares MSCI Emerging Markets ETF		6,240		267,821
SPDR S&P 500 ETF Trust		277		78,247
TOTAL INVESTMENT COMPANIES
(Proceeds $2,727,393)			$	2,499,391
TOTAL SECURITIES SOLD SHORT
(Proceeds $5,077,593) - 7.28%			$	4,854,127

Percentages are stated as a percent of net assets.

ADR  American Depositary Receipt

(a) Non-income producing security.

(b) Foreign issued security.

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

42 Leuthold Funds - 2019 Semi-Annual Report See Notes to the Financial Statements.

Leuthold Select Industries Fund

Schedule of InvestmentsMarch 31, 2019 (Unaudited)

	Shares		Fair Value
COMMON STOCKS - 99.10%
Airlines - 1.52%
Delta Air Lines, Inc.		1,844	$	95,242
United Continental Holdings, Inc. (a)		1,150		91,747
				186,989
Biotechnology - 4.95%
AbbVie, Inc.		1,313		105,815
Amgen, Inc.		587		111,518
Biogen, Inc. (a)		349		82,497
Celgene Corp. (a)		816		76,981
Gilead Sciences, Inc.		1,651		107,332
Regeneron Pharmaceuticals, Inc. (a)		302		124,007
				608,150
Commercial Services & Supplies - 4.23%
Republic Services, Inc.		2,164		173,943
Stericycle, Inc. (a)		1,543		83,970
Tetra Tech, Inc.		1,353		80,625
Waste Management, Inc.		1,752		182,050
				520,588
Consumer Finance - 3.47%
Ally Financial, Inc.		3,454		94,950
Capital One Financial Corp.		1,066		87,082
OneMain Holdings, Inc.		1,488		47,244
Santander Consumer USA Holdings, Inc.		3,117		65,862
Synchrony Financial		2,333		74,423
World Acceptance Corp. (a)		488		57,159
				426,720
Entertainment - 2.21%
Viacom, Inc. - Class B		3,801		106,694
The Walt Disney Co.		1,489		165,324
				272,018

	Shares		Fair Value
Food & Staples Retailing - 4.02%
Costco Wholesale Corp.		1,064	$	257,637
Walmart, Inc.		2,422		236,218
				493,855
Health Care Providers & Services - 17.09%
Acadia Healthcare Co., Inc. (a)		3,336		97,778
Anthem, Inc.		830		238,193
Centene Corp. (a)		3,346		177,673
Cigna Corp.		802		128,978
CVS Health Corp.		2,503		134,987
Encompass Health Corp.		2,142		125,093
HCA Healthcare, Inc.		1,807		235,597
Humana, Inc.		549		146,034
Laboratory Corp. of America Holdings (a)		745		113,970
Quest Diagnostics, Inc.		1,235		111,051
Select Medical Holdings Corp. (a)		4,539		63,954
Tenet Healthcare Corp. (a)		2,124		61,256
UnitedHealth Group, Inc.		983		243,057
Universal Health Services, Inc. - Class B		1,673		223,797
				2,101,418
Hotels, Restaurants & Leisure - 4.87%
BJ’s Restaurants, Inc.		980		46,335
Brinker International, Inc.		1,211		53,744
The Cheesecake Factory, Inc.		1,225		59,927
Cracker Barrel Old Country Store, Inc.		361		58,341
Darden Restaurants, Inc.		825		100,213
Dave & Buster’s Entertainment, Inc.		1,044		52,064
Dine Brands Global, Inc.		678		61,895
The Wendy’s Co.		3,517		62,919
Yum! Brands, Inc.		1,031		102,904
				598,342

See Notes to the Financial Statements. Leuthold Funds - 2019 Semi-Annual Report 43

Leuthold Select Industries Fund

Schedule of Investments (continued)March 31, 2019 (Unaudited)

	Shares		Fair Value
COMMON STOCKS - 99.10% (continued)
Household Durables - 4.20%
D.R. Horton, Inc.		3,120	$	129,105
Lennar Corp. - Class A		1,866		91,602
Meritage Homes Corp. (a)		1,331		59,509
PulteGroup, Inc.		4,724		132,083
Toll Brothers, Inc.		2,868		103,822
				516,121
Interactive Media & Services - 4.64%
Alphabet, Inc. - Class A (a)		251		295,399
Facebook, Inc. - Class A (a)		749		124,851
IAC/InterActiveCorp (a)		419		88,036
YY, Inc. - Class A - ADR (a)		745		62,588
				570,874
IT Services - 9.01%
Alliance Data Systems Corp.		444		77,691
Fiserv, Inc. (a)		2,044		180,444
FleetCor Technologies, Inc. (a)		478		117,870
Genpact, Ltd.		1,672		58,821
MasterCard, Inc. - Class A		1,120		263,704
MAXIMUS, Inc.		1,438		102,069
Visa, Inc. - Class A		1,587		247,874
The Western Union Co.		3,236		59,769
				1,108,242
Media - 2.80%
AMC Networks, Inc. - Class A (a)		1,084		61,528
Comcast Corp. - Class A		3,336		133,373
Discovery, Inc. - Class A (a)		2,186		59,066
Nexstar Media Group, Inc.- Class A		830		89,947
				343,914
Multiline Retail - 5.36%
Dollar General Corp.		1,820		217,126
Dollar Tree, Inc. (a)		1,621		170,270
Target Corp.		3,379		271,198
				658,594

	Shares		Fair Value
Professional Services - 4.97%
ASGN, Inc. (a)		1,857	$	117,901
Insperity, Inc.		1,455		179,925
Robert Half International, Inc.		2,173		141,593
TriNet Group, Inc. (a)		1,993		119,062
TrueBlue, Inc. (a)		2,211		52,268
				610,749
Road & Rail - 7.43%
Canadian National Railway Co. (b)		1,061		94,938
Canadian Pacific Railway, Ltd. (b)		617		127,121
CSX Corp.		1,775		132,805
Genesee & Wyoming, Inc. - Class A (a)		1,133		98,730
Kansas City Southern		1,053		122,127
Norfolk Southern Corp.		749		139,981
Union Pacific Corp.		797		133,258
Werner Enterprises, Inc.		1,872		63,929
				912,889
Semiconductors & Semiconductor Equipment - 5.78%
Applied Materials, Inc.		3,562		141,269
KLA-Tencor Corp.		734		87,647
Kulicke & Soffa Industries, Inc. (b)		1,989		43,977
Lam Research Corp.		1,295		231,818
MKS Instruments, Inc.		1,353		125,896
SolarEdge Technologies, Inc. (a)(b)		2,107		79,392
				709,999
Software - 6.84%
Check Point Software Technologies, Ltd. (a)(b)		1,260		159,377
Fortinet, Inc. (a)		1,411		118,482
Microsoft Corp.		2,432		286,830
Oracle Corp.		2,917		156,672
VMware, Inc. - Class A		662		119,498
				840,859

44 Leuthold Funds - 2019 Semi-Annual Report See Notes to the Financial Statements.

Leuthold Select Industries Fund

Schedule of Investments (continued)March 31, 2019 (Unaudited)

	Shares		Fair Value
COMMON STOCKS - 99.10% (continued)
Specialty Retail - 5.71%
Aaron’s, Inc.		2,323	$	122,190
AutoZone, Inc. (a)		110		112,653
Group 1 Automotive, Inc.		895		57,906
The Home Depot, Inc.		476		91,340
Lowe’s Companies, Inc.		1,597		174,824
Penske Automotive Group, Inc.		1,505		67,198
Williams-Sonoma, Inc.		1,345		75,683
				701,794
TOTAL COMMON STOCKS
(Cost $10,125,743)			$	12,182,115
SHORT-TERM INVESTMENTS - 1.04%
Money Market Funds - 1.04%
Fidelity Institutional Money Market Funds - Government Portfolio - Class I, 2.300% (c)		127,268	$	127,268
TOTAL SHORT-TERM
INVESTMENTS (Cost $127,268)			$	127,268
Total Investments
(Cost $10,253,011) - 100.14%			$	12,309,383
Liabilities in Excess of Other Assets - (0.14)%				(17,332	)
TOTAL NET ASSETS - 100.00%			$	12,292,051

Percentages are stated as a percent of net assets.

ADR    American Depositary Receipt

(a) Non-income producing security.

(b) Foreign issued security.

(c) The rate quoted is the annualized seven-day yield as of March 31, 2019.

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. Leuthold Funds - 2019 Semi-Annual Report 45

Leuthold Global Industries Fund

Schedule of Investments

March 31, 2019 (Unaudited)

	Shares		Fair Value
COMMON STOCKS - 97.22%
Airlines - 2.74%
Hawaiian Holdings, Inc.		1,446	$	37,957
International Consolidated Airlines Group SA (b)		8,986		59,793
SkyWest, Inc.		901		48,915
United Continental Holdings, Inc. (a)		684		54,570
				201,235
Banks - 1.04%
Nedbank Group, Ltd. (b)		1,672		29,221
Taishin Financial Holding Co., Ltd. (b)		56,000		25,549
Turkiye Halk Bankasi AS (b)		18,738		21,538
				76,308
Communications Equipment - 5.32%
Arcadyan Technology Corp. (b)		20,000		60,670
Ciena Corp. (a)		2,520		94,097
Cisco Systems, Inc.		1,704		91,999
CommScope Holding Co., Inc. (a)		2,097		45,568
Lumentum Holdings, Inc. (a)		1,416		80,061
Taihan Fiberoptics Co., Ltd. (a)(b)		5,398		19,095
				391,490
Consumer Finance - 3.73%
Ally Financial, Inc.		2,408		66,196
Encore Capital Group, Inc. (a)		1,082		29,463
Hitachi Capital Corp. (b)		1,400		32,513
Krungthai Card PCL - NVDR		36,500		40,628
Nelnet, Inc. - Class A		713		39,265
Santander Consumer USA Holdings, Inc.		3,127		66,073
				274,138

	Shares		Fair Value
Diversified Telecommunication Services - 1.13%
China Telecom Corp., Ltd. - ADR		517	$	28,957
Telekomunikasi Indonesia Persero Tbk PT - ADR		1,086		29,822
Telkom SA SOC, Ltd. (b)		4,731		24,027
				82,806
Electric Utilities - 0.32%
EDP - Energias do Brasil SA (b)		5,400		23,460
Entertainment - 1.65%
Viacom, Inc. - Class B		1,816		50,975
The Walt Disney Co.		633		70,282
				121,257
Health Care Providers & Services - 10.73%
Alfresa Holdings Corp. (b)		3,100		88,340
AmerisourceBergen Corp.		713		56,698
Anthem, Inc.		448		128,567
Centene Corp. (a)		1,740		92,394
Cigna Corp.		734		118,042
CVS Health Corp.		1,162		62,667
Laboratory Corp. of America Holdings (a)		395		60,427
Medipal Holdings Corp. (b)		3,400		80,899
UnitedHealth Group, Inc.		408		100,882
				788,916
Household Durables - 4.66%
Barratt Developments PLC (b)		6,835		53,391
Haseko Corp. (b)		4,600		57,977
Lennar Corp. - Class A		1,355		66,517
Meritage Homes Corp. (a)		1,282		57,318
Redrow PLC (b)		7,261		56,896
TRI Pointe Group, Inc. (a)		4,033		50,977
				343,076

46 Leuthold Funds - 2019 Semi-Annual Report See Notes to the Financial Statements.

Leuthold Global Industries Fund

Schedule of Investments (continued)March 31, 2019 (Unaudited)

	Shares		Fair Value
COMMON STOCKS - 97.22% (continued)
Insurance - 4.76%
Dai-ichi Life Holdings, Inc. (b)		3,200	$	44,548
Legal & General Group PLC (b)		17,133		61,484
Lincoln National Corp.		541		31,757
Medibank Pvt, Ltd. (b)		20,487		40,213
Old Mutual, Ltd. (b)		13,852		20,378
Ping An Insurance Group Co. of China, Ltd. - H Shares (b)		9,500		106,953
Prudential Financial, Inc.		490		45,021
				350,354
Interactive Media & Services - 4.46%
Alphabet, Inc. - Class A (a)		102		120,043
Auto Trader Group PLC (b)		5,431		36,939
Baidu, Inc. - Class A - ADR (a)		303		49,950
Facebook, Inc. - Class A (a)		221		36,838
IAC/InterActiveCorp (a)		234		49,166
Yandex NV - Class A (a)(b)		1,016		34,889
				327,825
IT Services - 10.99%
Accenture PLC - Class A (b)		483		85,018
Bechtle AG (b)		442		41,009
CACI International, Inc.- Class A (a)		320		58,246
Computershare, Ltd. (b)		2,921		35,509
CSG Systems International, Inc.		946		40,016
DXC Technology Co.		917		58,972
First Data Corp. - Class A (a)		2,294		60,263
FleetCor Technologies, Inc. (a)		275		67,812
Genpact, Ltd.		2,005		70,536
ManTech International Corp. - Class A		682		36,842
MAXIMUS, Inc.		632		44,859
NET One Systems Co., Ltd. (b)		3,500		88,508
NS Solutions Corp. (b)		1,500		40,563
TIS, Inc. (b)		800		37,960
Wipro, Ltd. - ADR		10,601		42,192
				808,305

	Shares		Fair Value
Life Sciences Tools & Services - 6.28%
Bio-Rad Laboratories, Inc. - Class A (a)		187	$	57,162
Cambrex Corp. (a)		1,160		45,066
Eurofins Scientific SE (b)		120		49,712
Gerresheimer AG (b)		766		57,659
IQVIA Holdings, Inc. (a)		610		87,748
Medpace Holdings, Inc. (a)		952		56,139
Siegfried Holding AG (b)		143		51,362
Syneos Health, Inc. (a)		1,105		57,195
				462,043
Media - 5.09%
Comcast Corp. - Class A		1,923		76,881
Fuji Media Holdings, Inc. (b)		2,400		33,153
Naspers, Ltd. (b)		319		74,340
Nexstar Media Group, Inc.- Class A		661		71,633
Quebecor Inc. - Class B (b)		1,529		37,483
TEGNA, Inc.		3,028		42,695
Telenet Group Holding NV (b)		799		38,424
				374,609
Metals & Mining - 2.34%
BlueScope Steel, Ltd. (b)		7,503		74,471
Evraz PLC (b)		5,076		41,068
Reliance Steel & Aluminum Co.		393		35,472
United States Steel Corp.		1,081		21,069
				172,080
Oil, Gas & Consumable Fuels - 12.69%
Adaro Energy Tbk PT (b)		281,200		26,630
Cenovus Energy, Inc. (b)		4,392		38,123
Ecopetrol SA - ADR		2,285		48,990
Enagas SA (b)		1,265		36,827
Energy Transfer LP		3,543		54,456
Eni SpA - ADR		1,279		45,072
Enterprise Products Partners LP		1,943		56,541
Equinor ASA - ADR		1,968		43,237
Exxon Mobil Corp.		791		63,913

See Notes to the Financial Statements. Leuthold Funds - 2019 Semi-Annual Report 47

Leuthold Global Industries Fund

Schedule of Investments (continued)March 31, 2019 (Unaudited)

	Shares		Fair Value
COMMON STOCKS - 97.22% (continued)
Oil, Gas & Consumable Fuels - 12.69% (continued)
Galp Energia SGPS SA (b)		2,103	$	33,698
Keyera Corp. (b)		1,649		38,882
Magellan Midstream Partners LP		614		37,227
MOL Hungarian Oil & Gas PLC - A Series (b)		3,619		41,501
Peabody Energy Corp.		1,375		38,954
Phillips 66 Partners LP		717		37,535
Plains All American Pipeline LP		2,192		53,726
PTT PCL - NVDR		27,000		40,842
Repsol SA (b)		2,546		43,558
TransCanada Corp. (b)		1,241		55,770
Whitehaven Coal, Ltd. (b)		16,807		48,488
Yanzhou Coal Mining Co., Ltd. - H Shares (b)		50,000		49,202
				933,172
Paper & Forest Products - 0.03%
China Forestry Holdings Co., Ltd. (a)(b)(d)(e)		116,000		2,217
Road & Rail - 4.83%
Canadian National Railway Co. (b)		637		56,999
Canadian Pacific Railway, Ltd. (b)		272		56,040
Central Japan Railway Co. (b)		200		46,489
CSX Corp.		749		56,040
Hitachi Transport System, Ltd. (b)		1,200		35,657
Knight-Swift Transportation Holdings, Inc.		1,042		34,053
Ryder System, Inc.		560		34,714
TFI International, Inc. (b)		1,185		35,000
				354,992

	Shares		Fair Value
Semiconductors & Semiconductor Equipment - 7.75%
Applied Materials, Inc.		1,228	$	48,702
DB HiTek Co., Ltd. (b)		2,961		32,682
Intel Corp.		1,409		75,663
Lam Research Corp.		356		63,728
Micron Technology, Inc. (a)		2,562		105,887
ON Semiconductor Corp. (a)		3,111		63,993
SCREEN Holdings Co., Ltd. (b)		600		24,272
Sino-American Silicon Products, Inc. (a)(b)		15,000		32,945
STMicroelectronics NV - NYRS		2,768		41,105
SUMCO Corp. (b)		3,700		41,389
UniTest, Inc. (b)		2,888		39,702
				570,068
Thrifts & Mortgage Finance - 0.36%
Sangsangin Co., Ltd. (a)(b)		1,602		26,699
Wireless Telecommunication Services - 6.32%
China Mobile, Ltd. - ADR		1,153		58,791
KDDI Corp. (b)		3,700		79,688
Rogers Communications, Inc. - Class B (b)		1,252		67,334
SoftBank Group Corp. (b)		1,600		155,963
Telephone & Data Systems, Inc.		1,563		48,031
T-Mobile US, Inc. (a)		800		55,280
				465,087
TOTAL COMMON STOCKS
(Cost $7,000,897)			$	7,150,137
PREFERRED STOCKS - 0.36%
Diversified Telecommunication Services - 0.36%
Telefonica Brasil SA - ADR		2,217	$	26,759
TOTAL PREFERRED STOCKS
(Cost $28,695)			$	26,759

48 Leuthold Funds - 2019 Semi-Annual Report See Notes to the Financial Statements.

Leuthold Global Industries Fund

Schedule of Investments (continued)March 31, 2019 (Unaudited)

	Shares		Fair Value
INVESTMENT COMPANIES - 1.26%
Exchange Traded Funds - 1.26%
iShares Core MSCI EAFE ETF		605	$	36,766
iShares Core MSCI Emerging Markets ETF		175		9,049
SPDR S&P 500 ETF Trust		167		47,174
TOTAL INVESTMENT COMPANIES
(Cost $87,938)			$	92,989
SHORT-TERM INVESTMENTS - 0.75%
Money Market Funds - 0.75%
Fidelity Institutional Money Market Funds - Government Portfolio - Class I, 2.300% (c)		55,083	$	55,083
TOTAL SHORT-TERM INVESTMENTS
(Cost $55,083)			$	55,083
Total Investments
(Cost $7,172,613) - 99.59%			$	7,324,968
Other Assets in Excess of Liabilities - 0.41%				29,889
TOTAL NET ASSETS - 100.00%			$	7,354,857

Percentages are stated as a percent of net assets.

ADR     American Depositary Receipt

NVDR  Non-Voting Depositary Receipt

NYRS   New York Registry Shares

(a) Non-income producing security.

(b) Foreign issued security.

(c) The rate quoted is the annualized seven-day yield as of March 31, 2019. (d) Illiquid security.  The fair value of these securities total $2,217 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. and is deemed a Level 3 security as it is valued using significant unobservable inputs.

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. Leuthold Funds - 2019 Semi-Annual Report 49

Leuthold Global Industries Fund

Schedule of Investments (continued)March 31, 2019 (Unaudited)

	FairValue		Percentageof TotalInvestments
CURRENCY EXPOSURE
Australian Dollar	$	198,681		2.71	%
Brazilian Real		23,460		0.32
British Pound		329,947		4.51
Canadian Dollar		178,698		2.44
Euro		300,887		4.11
Hong Kong Dollar		158,372		2.16
Hungarian Forint		41,501		0.57
Indonesian Rupiah		26,630		0.36
Japanese Yen		887,919		12.12
New Taiwan Dollar		119,165		1.63
South African Rand		127,589		1.74
South Korea Won		118,178		1.61
Swiss Franc		51,362		0.70
Thai Baht		81,469		1.11
Turkish Lira		21,538		0.30
US Dollar		4,659,572		63.61
Total Investments	$	7,324,968		100.00	%

	FairValue		Percentageof TotalInvestments
PORTFOLIO DIVERSIFICATION
Australia	$	198,681		2.71	%
Belgium		38,424		0.52
Brazil		50,219		0.69
Canada		385,630		5.26
China		237,279		3.24
Colombia		48,990		0.67
Germany		98,669		1.35
Hong Kong		58,791		0.80
Hungary		41,501		0.57
India		42,192		0.58
Indonesia		56,451		0.77
Ireland		85,018		1.15
Italy		45,072		0.62
Japan		887,919		12.12
Luxembourg		49,712		0.68
Norway		43,237		0.59
Portugal		33,698		0.46
Russia		75,957		1.04
South Africa		147,966		2.02
South Korea		118,178		1.61
Spain		80,385		1.10
Switzerland		92,467		1.26
Taiwan		119,165		1.63
Thailand		81,469		1.11
Turkey		21,538		0.30
United Kingdom		268,502		3.67
United States		3,917,858		53.48
Total Investments	$	7,324,968		100.00	%

50 Leuthold Funds - 2019 Semi-Annual Report See Notes to the Financial Statements.

Grizzly Short Fund

Schedule of Investments

March 31, 2019 (Unaudited)

	Shares		Fair Value
SHORT-TERM INVESTMENTS - 82.17%
Money Market Funds - 82.17%
Fidelity Institutional Money Market Funds - Government Portfolio, Class I, 2.300% (a)(b)		77,907,947	$	77,907,947
TOTAL SHORT-TERM INVESTMENTS
(Cost $ 77,907,947)			$	77,907,947
Total Investments
(Cost $ 77,907,947) - 82.89%			$	77,907,947
Other Assets in Excess of Liabilities - 17.11% (b)				16,906,926
TOTAL NET ASSETS - 100.00%			$	94,814,873

Percentages are stated as a percent of net assets.

(a) The rate quoted is the annualized seven-day yield as of March 31, 2019.

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

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

See Notes to the Financial Statements. Leuthold Funds - 2019 Semi-Annual Report 51

Grizzly Short Fund

Schedule of Securities Sold Short - (a)March 31, 2019 (Unaudited)

	Shares		Fair Value
COMMON STOCKS - 96.36%
Aerospace & Defense - 2.05%
Embraer SA - ADR		23,301	$	442,952
L3 Technologies, Inc.		7,269		1,500,104
				1,943,056
Beverages - 7.09%
Anheuser-Busch InBev SA/NV - ADR		15,235		1,279,283
Brown-Forman Corp. - Class B		35,648		1,881,501
Keurig Dr Pepper, Inc.		52,974		1,481,683
MGP Ingredients, Inc.		6,373		491,677
Monster Beverage Corp.		29,176		1,592,426
				6,726,570
Capital Markets - 2.05%
SEI Investments Co.		28,279		1,477,578
WisdomTree Investments, Inc.		66,516		469,603
				1,947,181
Chemicals - 2.57%
GCP Applied Technologies, Inc.		16,447		486,831
The Scotts Miracle-Gro Co.		18,621		1,463,238
Sensient Technologies Corp.		7,169		485,987
				2,436,056
Commercial Services & Supplies - 2.97%
Copart, Inc.		24,197		1,466,096
Healthcare Services Group, Inc.		26,985		890,235
Ritchie Bros Auctioneers, Inc. (b)		13,542		460,428
				2,816,759
Construction & Engineering - 0.50%
Granite Construction, Inc.		11,053		476,937
Construction Materials - 0.89%
Summit Materials, Inc. - Class A		52,974		840,697

	Shares		Fair Value
Diversified Consumer Services - 3.25%
New Oriental Education & Technology Group, Inc. - ADR		18,222	$	1,641,620
ServiceMaster Global Holdings, Inc.		30,827		1,439,621
				3,081,241
Electronic Equipment, Instruments & Components - 3.17%
Cognex Corp.		28,479		1,448,442
IPG Photonics Corp.		10,256		1,556,656
				3,005,098
Energy Equipment & Services - 6.67%
Baker Hughes, a GE Co. - Class A		60,144		1,667,192
Core Laboratories NV (b)		22,803		1,571,811
Halliburton Co.		34,354		1,006,572
National Oilwell Varco, Inc.		33,657		896,622
Schlumberger, Ltd.		27,184		1,184,407
				6,326,604
Entertainment - 4.86%
Activision Blizzard, Inc.		34,752		1,582,259
Electronic Arts, Inc.		12,959		1,317,023
Netflix, Inc.		4,780		1,704,357
				4,603,639
Food Products - 0.61%
BRF SA - ADR		99,376		578,368
Health Care Equipment & Supplies - 6.64%
Align Technology, Inc.		6,572		1,868,617
Becton Dickinson and Co.		5,676		1,417,467
Insulet Corp.		16,131		1,533,897
Intuitive Surgical, Inc.		2,589		1,477,232
				6,297,213
Health Care Technology - 1.44%
Teladoc Health, Inc.		24,496		1,361,978

52 Leuthold Funds - 2019 Semi-Annual Report See Notes to the Financial Statements.

Grizzly Short Fund

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

March 31, 2019 (Unaudited)

	Shares		Fair Value
COMMON STOCKS - 96.36% (continued)
Hotels, Restaurants & Leisure - 6.50%
Boyd Gaming Corp.		59,347	$	1,623,734
Melco Resorts & Entertainment, Ltd. - ADR		76,374		1,725,288
MGM Resorts International		52,277		1,341,428
Vail Resorts, Inc.		6,773		1,471,773
				6,162,223
Household Products - 0.50%
Spectrum Brands Holdings, Inc.		8,663		474,559
Industrial Conglomerates - 1.56%
General Electric Co.		148,069		1,479,209
Insurance - 4.30%
American International Group, Inc.		29,076		1,252,013
Fidelity National Financial, Inc.		39,021		1,426,217
RenaissanceRe Holdings, Ltd. (b)		9,758		1,400,273
				4,078,503
Interactive Media & Services - 1.18%
Snap, Inc. - Class A		101,169		1,114,882
Internet & Direct Marketing Retail - 4.13%
Alibaba Group Holding, Ltd. - ADR		7,667		1,398,844
GrubHub, Inc.		22,703		1,577,177
Shutterfly, Inc.		23,201		942,889
				3,918,910
Machinery - 5.33%
Fortive Corp.		18,023		1,511,949
IDEX Corp.		11,551		1,752,749
Xylem, Inc.		22,604		1,786,620
				5,051,318
Multi-Utilities - 1.57%
Sempra Energy		11,849		1,491,315

	Shares		Fair Value
Oil, Gas & Consumable Fuels - 3.69%
Concho Resources, Inc.		12,845	$	1,425,281
Diamondback Energy, Inc.		15,633		1,587,219
Jagged Peak Energy, Inc.		46,203		483,745
				3,496,245
Pharmaceuticals - 1.09%
Nektar Therapeutics		30,669		1,030,479
Professional Services - 3.06%
CoStar Group, Inc.		3,076		1,434,708
TransUnion		21,919		1,465,066
				2,899,774
Real Estate Investment Trusts (REITs) - 1.62%
Equinix, Inc.		3,386		1,534,400
Real Estate Management & Development - 1.24%
The Howard Hughes Corp.		10,655		1,172,050
Semiconductors & Semiconductor Equipment - 4.25%
Ambarella, Inc.		27,682		1,195,862
Marvell Technology Group, Ltd.		73,586		1,463,626
Microchip Technology, Inc.		16,530		1,371,329
				4,030,817
Software - 6.96%
2U, Inc.		19,716		1,396,879
Blackbaud, Inc.		15,235		1,214,686
Cloudera, Inc.		61,936		677,580
Instructure, Inc.		15,085		710,805
Pegasystems, Inc.		17,924		1,165,060
Proofpoint, Inc.		11,849		1,438,824
				6,603,834
Technology Hardware, Storage & Peripherals - 1.78%
Pure Storage, Inc.		77,370		1,685,892

See Notes to the Financial Statements. Leuthold Funds - 2019 Semi-Annual Report 53

Grizzly Short Fund

Schedule of Securities Sold Short - (a) (continued)March 31, 2019 (Unaudited)

	Shares		Fair Value
COMMON STOCKS - 96.36% (continued)
Thrifts & Mortgage Finance - 1.73%
LendingTree, Inc.		4,680	$	1,645,301
Trading Companies & Distributors - 1.11%
SiteOne Landscape Supply, Inc.		18,421		1,052,760
TOTAL COMMON STOCKS
(Proceeds $91,147,449)			$	91,363,868
INVESTMENT COMPANIES - 3.20%
Exchange Traded Funds - 3.20%
SPDR S&P 500 ETF Trust		10,754	$	3,037,790
TOTAL INVESTMENT COMPANIES
(Proceeds $2,954,725)			$	3,037,790
TOTAL SECURITIES SOLD SHORT
(Proceeds $94,102,174) - 99.56%			$	94,401,658

Percentages are stated as a percent of net assets.

ADR   American Depositary Receipt

(a)   Non-income producing security.

(b)  Foreign issued security.

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

54 Leuthold Funds - 2019 Semi-Annual Report See Notes to the Financial Statements.

Leuthold Funds

Notes to the Financial Statements (Unaudited)

1. ORGANIZATIONAND SIGNIFICANTACCOUNTING 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. The Leuthold Group, LLC, doing business as 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

Leuthold Funds - 2019 Semi-Annual Report 55

Leuthold Funds

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 business 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 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 Directors have 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 Directors. Some of the factors which may be considered by the Directors and the Funds’ Fair Value Pricing Committee in determining fair value are fundamental analytical data relating to the investment, the nature and duration of any restrictions on disposition, trading in similar securities of the same issuer or comparable companies, information from broker-dealers, and an evaluation of the forces that influence the market in which the securities are purchased and sold. The use of fair value pricing by a Fund may cause the net asset value of its shares to differ significantly from the net asset value that would be calculated without regard to such considerations.

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.

56 Leuthold Funds - 2019 Semi-Annual Report

Leuthold Funds

The following is a summary of the inputs used to value the Funds’ investments and securities sold short as of March 31, 2019: 

Leuthold Core Investment Fund
Investments at Fair Value		Level 1		Level 2		Level 3		Total
Common Stocks
Airlines	$	5,705,694	$	—	$	—	$	5,705,694
Biotechnology		18,579,976		—		—		18,579,976
Chemicals		—		—		6,405		6,405
Commercial Services & Supplies		15,920,031		—		—		15,920,031
Consumer Finance		13,196,081		—		—		13,196,081
Entertainment		8,262,230		—		—		8,262,230
Food & Staples Retailing		15,101,749		—		—		15,101,749
Health Care Providers & Services		65,914,755		—		—		65,914,755
Hotels, Restaurants & Leisure		18,318,346		—		—		18,318,346
Household Durables		16,220,320		—		—		16,220,320
Interactive Media & Services		17,544,568		—		—		17,544,568
IT Services		34,651,374		—		—		34,651,374
Media		10,453,657		—		—		10,453,657
Multiline Retail		20,786,226		—		—		20,786,226
Professional Services		19,104,482		—		—		19,104,482
Road & Rail		28,326,369		—		—		28,326,369
Semiconductors & Semiconductor Equipment		22,462,184		—		—		22,462,184
Software		26,044,007		—		—		26,044,007
Specialty Retail		22,183,459		—		—		22,183,459
Total Common Stocks		378,775,508		—		6,405		378,781,913
Exchange Traded Funds		84,630,216		—		—		84,630,216
Corporate Bonds		—		18,317,092		—		18,317,092
United States Treasury Obligations		—		36,635,911		—		36,635,911
Foreign Government Bonds		—		28,629,779		—		28,629,779
Money Market Funds		142,962,278		—		—		142,962,278
Investments Purchased as Securities Lending Collateral*		—		—		—		105,428,945
Total Investments in Securities	$	606,368,002	$	83,582,782	$	6,405	$	795,386,134

* Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been categorized in the fair value hierarchy. The fair value amounts presented in the table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Schedule of Investments.

Securities Sold Short at Fair Value	Level 1		Level 2		Level 3		Total
Common Stocks	$	47,725,849	$	—	$	—	$	47,725,849
Exchange Traded Funds		1,585,278		—		—		1,585,278
Total Securities Sold Short	$	49,311,127	$	—	$	—	$	49,311,127

Leuthold Funds - 2019 Semi-Annual Report 57

Leuthold Funds

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

	Investments in Securities at Fair Value
Balance as of September 30, 2018	$	6,423
Accrued discounts/premiums		—
Realized gain (loss)		—
Change in net unrealized depreciation		(18	)*
Purchases		—
Sales		—
Transfer into and/or out of Level 3		—
Balance as of March 31, 2019	$	6,405	(1)
Change in net unrealized depreciation during the period for Level 3 investments held at March 31, 2019:	$	(18	)

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

(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%.

Leuthold Global Fund
Investments at Fair Value	Level 1		Level 2		Level 3		Total
Common Stocks
Airlines	$	731,912	$	308,520	$	—	$	1,040,432
Banks		—		400,470		—		400,470
Communications Equipment		1,606,841		413,533		—		2,020,374
Consumer Finance		1,032,701		376,137		—		1,408,838
Diversified Telecommunication Services		311,306		126,029		—		437,335
Electric Utilities		123,382		—		—		123,382
Entertainment		624,383		—		—		624,383
Health Care Providers & Services		3,195,948		861,882		—		4,057,830
Household Durables		899,915		867,614		—		1,767,529
Insurance		394,417		1,394,000		—		1,788,417
Interactive Media & Services		1,503,055		191,032		—		1,694,087
IT Services		2,907,371		1,259,108		—		4,166,479
Life Sciences Tools & Services		1,561,455		818,506		—		2,379,961
Media		1,176,709		752,839		—		1,929,548
Metals & Mining		288,818		590,107		—		878,925
Oil, Gas & Consumable Fuels		3,201,886		1,664,280		—		4,866,166
Paper & Forest Products		—		—		47,465		47,465
Road & Rail		1,441,531		469,105		—		1,910,636
Semiconductors & Semiconductor Equipment		2,052,505		889,098		—		2,941,603
Thrifts & Mortgage Finance		—		137,130		—		137,130
Wireless Telecommunication Services		1,180,851		1,200,923		—		2,381,774
Total Common Stocks		24,234,986		12,720,313		47,465		37,002,764

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Leuthold Global Fund (continued)
Investments at Fair Value		Level 1		Level 2		Level 3		Total
Preferred Stocks	$	141,666	$	—	$	—	$	141,666
Exchange Traded Funds		7,794,987		—		—		7,794,987
Corporate Bonds		—		1,139,756		—		1,139,756
United States Treasury Obligations		—		3,376,293		—		3,376,293
Foreign Government Bonds		—		3,901,902		—		3,901,902
Money Market Funds		11,740,450		—		—		11,740,450
Investments Purchased as Securities Lending Collateral*		—		—		—		12,827,954
Total Investments in Securities	$	43,912,089	$	21,138,264	$	47,465	$	77,925,772

* Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been categorized in the fair value hierarchy. The fair value amounts presented in the table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Schedule of Investments.

Securities Sold Short at Fair Value	Level 1		Level 2		Level 3		Total
Common Stocks	$	2,354,736	$	—	$	—	$	2,354,736
Exchange Traded Funds		2,499,391		—		—		2,499,391
Total Securities Sold Short	$	4,854,127	$	—	$	—	$	4,854,127

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

	Investments in Securities at Fair Value
Balance as of September 30, 2018	$	47,596
Accrued discounts/premiums		—
Realized gain (loss)		—
Change in net unrealized depreciation		(131	)*
Purchases		—
Sales		—
Transfers into and/or out of Level 3		—
Balance as of March 31, 2019	$	47,465	(1)
Change in net unrealized depreciation during the period for Level 3 investments held at March 31, 2019:	$	(131	)

* Unrealized depreciation 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%.

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Leuthold Select Industries Fund
Investments at Fair Value	Level 1		Level 2		Level 3		Total
Common Stocks	$	12,182,115	$	—	$	—	$	12,182,115
Money Market Funds		127,268		—		—		127,268
Total Investments in Securities	$	12,309,383	$	—	$	—	$	12,309,383

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

Leuthold Global Industries Fund
Investments at Fair Value		Level 1		Level 2		Level 3		Total
Common Stocks
Airlines	$	141,442	$	59,793	$	—	$	201,235
Banks		—		76,308		—		76,308
Communications Equipment		311,725		79,765		—		391,490
Consumer Finance		200,997		73,141		—		274,138
Diversified Telecommunication Services		58,779		24,027		—		82,806
Electric Utilities		23,460		—		—		23,460
Entertainment		121,257		—		—		121,257
Health Care Providers & Services		619,677		169,239		—		788,916
Household Durables		174,812		168,264		—		343,076
Insurance		76,778		273,576		—		350,354
Interactive Media & Services		290,886		36,939		—		327,825
IT Services		564,756		243,549		—		808,305
Life Sciences Tools & Services		303,310		158,733		—		462,043
Media		228,692		145,917		—		374,609
Metals & Mining		56,541		115,539		—		172,080
Oil, Gas & Consumable Fuels		612,426		320,746		—		933,172
Paper & Forest Products		—		—		2,217		2,217
Road & Rail		272,846		82,146		—		354,992
Semiconductors & Semiconductor Equipment		399,078		170,990		—		570,068
Thrifts & Mortgage Finance		—		26,699		—		26,699
Wireless Telecommunication Services		229,436		235,651		—		465,087
Total Common Stocks		4,686,898		2,461,022		2,217		7,150,137
Preferred Stock		26,759		—		—		26,759
Exchange Traded Funds		92,989		—		—		92,989
Money Market Funds		55,083		—		—		55,083
Total Investments in Securities	$	4,861,729	$	2,461,022	$	2,217	$	7,324,968

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

	Investments in Securities at Fair Value
Balance as of September 30, 2018	$	2,223
Accrued discounts/premiums		—
Realized gain (loss)		—
Change in net unrealized depreciation		(6	)*
Purchases		—
Sales		—
Transfers into and/or out of Level 3		—
Balance as of March 31, 2019	$	2,217	(1)
Change in net unrealized depreciation during the period for Level 3 investments held at March 31, 2019:	$	(6	)

* Unrealized depreciation 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	$	77,907,947	$	—	$	—	$	77,907,947
Total Investments in Securities	$	77,907,947	$	—	$	—	$	77,907,947
Securities Sold Short at Fair Value		Level 1		Level 2		Level 3		Total
Common Stocks	$	91,363,868	$	—	$	—	$	91,363,868
Exchange Traded Funds		3,037,790	$	—	$	—		3,037,790
Total Securities Sold Short	$	94,401,658	$	—	$	—	$	94,401,658

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

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.

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The tax character of distributions paid during the fiscal years ended September 30, 2018 and 2017 was as follows:

Year Ended September 30, 2018
	Leuthold Core Investment Fund		Leuthold Global Fund		Leuthold Select Industries Fund		Leuthold Global Industries Fund		Grizzly Short Fund
Distributions paid from:
Ordinary Income	$	2,274,796	$	3,573,894	$	5,625	$	436,345	$	—
Long-Term Capital Gain*		26,947,936		5,318,043		735,816		450,496		—
Return of Capital		—		—		—		—		—
Total Distribution Paid	$	29,222,732	$	8,891,937	$	741,441	$	886,841	$	—
Year Ended September 30, 2017
	Leuthold Core Investment Fund		Leuthold Global Fund		Leuthold Select Industries Fund		Leuthold Global Industries Fund		Grizzly Short Fund
Distributions paid from:
Ordinary Income	$	854,085	$	395,482	$	—	$	154,354	$	—
Long-Term Capital Gain*		3,823,839		11,393,102		—		309,089		—
Return of Capital		—		—		—		—		—
Total Distribution Paid	$	4,677,924	$	11,788,584	$	—	$	463,443	$	—

*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, 2018, 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	$	—		$	—		$	—		$	115,848		$	—
Undistributed long-term gains		72,649,053			5,448,398			1,138,366			902,020			—
Distributable earnings		72,649,053			5,448,398			1,138,366			1,017,868			—
Capital loss carryover and late-year losses		(332,659	)		(346,147	)		(24,117	)		—			(249,962,530	)
Other accumulated gains (losses)		(4,392	)		(15,423	)		2			(1,754	)		—
Unrealized appreciation		112,202,010			4,100,086			3,718,554			841,946			3,052,379
Total accumulated earnings (deficit)	$	184,514,012		$	9,186,914		$	4,832,805		$	1,858,060		$	(246,910,151	)

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

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differences are primarily due to partnership adjustments, securities sold short, earnings and profits distributed to shareholders on the redemption of shares, net operating losses, and expiration of capital losses.

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, 2018, the following table shows the reclassifications made:

	Distributable Earnings			Paid in Capital
Leuthold Core Investment Fund	$	(12,787,623	)	$	12,787,623
Leuthold Global Fund		(1,432,487	)		1,432,487
Leuthold Select Industries Fund		(407,076	)		407,076
Leuthold Global Industries Fund		(76,463	)		76,463
Grizzly Short Fund		21,375,478			(21,375,478	)

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 09/30/19	$	—	$	—	$	—	$	—	$	(25,380,935	)
Unlimited Short-Term		—		—		—		—		(224,310,627	)

The Leuthold Core Investment Fund, Leuthold Global Fund, Leuthold Select Industries Fund, and Grizzly Short Fund intend to defer and treat $332,659, $346,147, $24,117, and $270,968, respectively, of qualified late-year losses incurred during the fiscal year ended September 30, 2018 as arising on the first day of the fiscal year ending September 30, 2019.

As of March 31, 2019, 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 period ended March 31, 2019, the Funds did not incur any interest or penalties.

d) Distributions to Shareholders – Dividends from net investment income, if any, are declared and paid quarterly. Distributions of net realized capital gains, if any, are declared and paid at least annually.

e) Use of Estimates – The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

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f) 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. The Subsidiaries were liquidated in May 2018.

g) 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 Leuthold Core Investment Fund, Leuthold Global Fund, and Grizzly Short Fund’s collateral at broker for securities sold short is with one major security dealer.

With regard to the cash collateral that is posted with counterparties, the Funds will establish a collateral account for each respective counterparty with its custodian (the “Account”) and will enter into a tri-party agreement with the custodian and the respective counterparty regarding the transfer of assets to and from the Account.

The Adviser will review each Account on a daily basis to ensure that the Account does not maintain a material amount of cash collateral in excess of what is required by the applicable counterparty (the amount of collateral required by such counterparty is subject to change and generally not known until the next business day, which necessitates the maintenance of a minimum amount of excess cash collateral). In the event that the excess cash collateral in an Account is equal to or in excess of the greater of the following: $250,000 or 1% of the total assets of the applicable Fund calculated at each month end; then the applicable Fund, pursuant to the tri-party agreement, will instruct the custodian to sweep such excess cash collateral into the Fund’s interest bearing account with the custodian. The amount of collateral held related to this tri-party agreement is included in the Statement of Assets and Liabilities as an asset.

h) Other – Investment and shareholder transactions are recorded on the trade date. The Funds determine the gain or loss realized from the investment transactions by comparing the original cost of the security lot sold with the net sales proceeds. 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.

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

j) Counterparty risk – Counterparty risk may arise as the result of the failure of a counterparty to a securities contract to comply with the terms of the contract. Potential counterparty risk is measured by the creditworthiness of the counterparty and additional risk may arise from unanticipated events affecting the value of the underlying security.

k) Recently Issued Accounting Pronouncements – In March 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2017-08, Receivables—Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities. The amendments in ASU No. 2017-08 shorten the amortization period for certain callable debt securities, held at a premium, to be amortized to the earliest call date. ASU No. 2017-08 does not require an accounting change for securities held at a discount; which continues to be amortized to maturity. ASU No. 2017-08 is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2018. Management is currently evaluating the impact, if any, of applying this provision.

In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement, which changes the fair value measurement disclosure requirements of Topic 820. The amendments in ASU No. 2018-13 are the result of a broader disclosure project called FASB Concept Statement, Conceptual Framework for Financial Reporting—Chapter 8: Notes to Financial Statements. The objective and primary focus of the project are to improve the effectiveness of disclosures in the notes to the financial statements by facilitating clear communication of the information required by GAAP that is most important to users of the financial statements. ASU No. 2018-13 is effective for all entities for fiscal years beginning after December 15, 2019, including interim periods therein. Early adoption is permitted for any eliminated or modified disclosures upon issuance of ASU No. 2018-13. Management has chosen to early adopt the eliminated or modified disclosures for the six months ended March 31, 2019.

l) 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 period ended March 31, 2019 are summarized below.

	LeutholdCoreInvestmentFund		LeutholdGlobalFund		LeutholdSelectIndustriesFund		LeutholdGlobalIndustriesFund
Purchases	$	154,715,260	$	24,254,256	$	4,191,657	$	3,505,710
Sales		254,786,483		33,553,606		8,517,101		5,500,112

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

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At September 30, 2018, gross unrealized appreciation and depreciation of investments and securities sold short and cost of investments and cost of securities sold short for tax purposes were as follows:

	LeutholdCoreInvestmentFund			LeutholdGlobalFund			LeutholdSelectIndustriesFund			LeutholdGlobalIndustriesFund			GrizzlyShortFund
Tax cost of investments	$	691,063,099		$	76,534,095		$	14,428,918		$	9,605,888		$	(16,161,360	)
Unrealized appreciation		124,122,936			6,552,951			3,983,171			1,087,857			6,697,484
Unrealized depreciation		(11,920,926	)		(2,452,865	)		(264,617	)		(245,911	)		(3,645,105	)
Net unrealized appreciation	$	112,202,010		$	4,100,086		$	3,718,554		$	841,946		$	3,052,379

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

The Leuthold Core Investment Fund owned 5% or more of the voting securities of the following companies during the period ended March 31, 2019. 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
Security Name	ShareBalance03/31/19		Fair Valueat09/30/18		Purchases		Sales			RealizedGain(loss)			Change inUnrealizedAppreciation		Fair Valueat03/31/19		DividendIncome
Invesco CurrencyShares
Japanese Yen Trust		239,414	$	24,151,976	$	––	$	(4,031,189	)	$	(208,066	)	$	703,219	$	20,615,940	$	––

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:

LeutholdCoreInvestmentFund	LeutholdGlobalFund	LeutholdSelectIndustriesFund	LeutholdGlobalIndustriesFund	GrizzlyShortFund
0.90%	0.90%	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:

LeutholdCoreInvestmentFund	LeutholdGlobalFund	LeutholdSelectIndustriesFund	LeutholdGlobalIndustriesFundRetailClass	LeutholdGlobalIndustriesFundInstitutionalClass	GrizzlyShortFund
1.25%	1.85%	1.50%	1.50%	1.25%	2.50%

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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 recoupment period for the Adviser is limited to three years from the time the expenses were waived or incurred and is limited to the lesser of (1) the expense cap in effect at the time of the waiver, and (2) the expense cap in effect at the time of recapture.

Amounts subject to future recoupment as of March 31, 2019 are as follows:

Leuthold Select Industries Fund			Leuthold Global Industries Fund
Year of Expiration	Recoverable Amount		Year of Expiration	Recoverable Amount
9/30/2019	$	14,073	9/30/2019	$	60,838
9/30/2020		40,903	9/30/2020		122,114
9/30/2021		28,151	9/30/2021		121,088
3/31/2022		21,168	3/31/2022		72,351

U.S. Bancorp Fund Services, LLC (“Fund Services”), doing business as U.S. Bank Global Fund Services, 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 Directors. To the extent such fee is not paid to such persons, each of the Funds may use the fee for its expenses of distribution of its shares, including, but not limited to, payment by the Fund of the cost of preparing, printing, and distributing Prospectuses and Statements of Additional Information to prospective investors and of implementing and operating the plan.

5. SUB-TRANSFER AGENT & SHAREHOLDER SERVICING FEE PLANS

The Funds are permitted to pay sub-transfer agent fees for various platform agreement not to exceed 0.15% of the Funds’ average daily net assets. In addition, the Retail Class shares of the Leuthold Core Investment Fund, Leuthold Select Industries Fund, and Grizzly Short Fund have adopted a Shareholder Servicing Fee Plan not to exceed 0.15% of these Funds’ Retail Class shares average daily net assets. These fees are used to finance certain activities related to servicing and maintaining shareholder accounts. Sub-transfer agent and shareholder servicing fees incurred by the Funds are disclosed in the Statements of Operations.

6. INDEMNIFICATIONS

The Funds enter into contracts that contain a variety of indemnifications. The Funds’ maximum exposure under these arrangements is unknown. However, the Funds have not had prior claims or losses pursuant to these contracts and expect the risk of loss to be remote.

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7. ILLIQUID SECURITIES

Each Fund may invest up to 15% of net assets in illiquid investments. An “illiquid investment” is any investment that a Fund reasonably expects cannot be sold or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly changing the market value of the investment. A Fund will take into account relevant market, trading, and investment specific considerations when determining whether an investment is an illiquid investment. The illiquidity status of an investment is generally evaluated monthly. The 15% limitation may include securities whose disposition would be subject to legal restrictions (“restricted securities”). 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 restricted securities and in some cases might make disposition of such securities at the time desired by the Fund impossible.

8. LENDING PORTFOLIO SECURITIES

The Funds may lend portfolio securities constituting up to 30% of total assets to unaffiliated broker dealers, banks, or other recognized institutional borrowers of securities, provided that the borrower at all times maintains cash, U.S. government securities, or equivalent collateral or provides an irrevocable letter of credit in favor of the Funds equal in value to at least 100% of the value of the securities loaned. During the time portfolio securities are on loan, the borrower pays the lending Fund an amount equivalent to any dividends or interest paid on such securities, and the Fund may receive an agreed-upon amount of interest income from the borrower who delivered equivalent collateral or provided a letter of credit. Loans are subject to termination at the option of the lending Fund or the borrower. The lending Fund may pay reasonable administrative and custodial fees in connection with a loan of portfolio securities and may pay a negotiated portion of the interest earned on the cash or equivalent collateral to the borrower or placing broker. The lending Fund does not have the right to vote securities on loan, but could terminate the loan and regain the right to vote if that were considered important with respect to the investment.

The primary risk in securities lending is a default by the borrower during a sharp rise in price of the borrowed security resulting in a deficiency in the collateral posted by the borrower. The Funds will seek to minimize this risk by requiring that the value of the securities loaned will be computed each day and additional collateral be furnished each day if required.

As of March 31, 2019, the market value of the securities on loan and payable on collateral received for securities lending were as follows:

	Market Value ofSecurities on Loan		Payable onCollateral Received
Leuthold Core Investment Fund	$	103,535,380	$	105,428,945
Leuthold Global Fund		12,580,175		12,827,954

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INVESTMENT ADVISORY AGREEMENT DISCLOSURE

On November 16, 2018, the Board of Directors of Leuthold Funds, Inc. (the”Directors”) approved the continuation of the investment advisory agreements for the Leuthold Core Investment Fund, the Leuthold Global Fund, the Leuthold Select Industries Fund, the Leuthold Global Industries Fund, and the Grizzly Short Fund (collectively the “Funds,” or each, a “Fund”) with the investment adviser to the Funds, The Leuthold Group, LLC, doing business as Leuthold Weeden Capital Management (the “Adviser”). As part of the process of approving the continuation of the advisory agreements, the Directors reviewed the fiduciary duties of the Directors with respect to approving the advisory agreements and the relevant factors for the Directors to consider, and the members of the Board of Directors who are not deemed “interested persons” (as that term is defined by the Investment Company Act of 1940) of the Funds (the “Independent Directors”) met in executive session to discuss the approval of the advisory agreements.

In advance of the meeting, the Adviser sent detailed information to the Directors to assist them in their evaluation of the investment advisory agreements. This information included, but was not limited to, a memorandum from Fund counsel that summarized the legal standards applicable to the Directors’ consideration of the advisory agreements; detailed comparative information relating to the Funds’ management fees and other expenses of the Funds; information regarding fees paid by the Funds and other Fund payments; information on the Adviser’s profitability; information about brokerage commissions; detailed comparative information relating to the Funds’ performance; information about sales and redemptions of the Funds; information about the Funds’ compliance program; and other information the Directors believed was useful in evaluating the approval of advisory agreements.

All of the factors discussed by the Directors were considered as a whole, and were considered separately by the Independent Directors, meeting in executive session. The factors were viewed in their totality by the Directors, with no single factor being the principal or determinative factor in the Directors’ determination of whether to approve the continuation of the investment advisory agreements. The Directors recognized that the management and fee arrangements for the Funds are the result of years of review and discussion between the Independent Directors and the Adviser, that certain aspects of such arrangements may receive greater scrutiny in some years than in others and that the Directors’ conclusions may be based, in part, on their consideration of these same arrangements and information received during the course of the year and in prior years.

Prior to approving the continuation of the investment advisory agreements, the Directors and the Independent Directors in executive session considered, among other items:

• The nature and quality of the investment advisory services provided by the Adviser.

• A comparison of the fees and expenses of the Funds to other similar funds.

• A comparison of the fee structures of other accounts managed by the Adviser.

• Whether economies of scale are recognized by the Funds.

• The costs and profitability of the Funds to the Adviser.

• The performance of the Funds.

• The other benefits to the Adviser from serving as investment adviser to the Funds (in addition to the advisory fee).

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Leuthold Funds

The material considerations and determinations of the Board of Directors, including all of the Independent Directors, are as follows:

Nature and Quality of Investment Advisory Services

The Directors noted that the Adviser supervises the investment portfolios of the Funds, directing the day-to-day management of the Funds’ portfolios, including the purchase and sale of investment securities. They discussed with management the nature of the investment process employed by the portfolio managers of the Funds, which is highly research intensive. The Directors also discussed staffing at the Adviser and concluded that the Adviser is well staffed to conduct the research needed to meet the investment objectives of the Funds.

The Directors also considered the background and experience of the Adviser’s senior management and expertise of, and the amount of attention given to the Funds by investment personnel of the Adviser. In addition, the Directors considered the quality of the material service providers to the Funds, who provide administrative and distribution services on behalf of the Funds and are overseen by the Adviser, and the overall reputation and capabilities of the Adviser. Based on this review, the Directors believe that the Adviser provides high quality services to the Funds. The Directors also concluded that they were satisfied with the nature, extent, and quality of the investment advisory services provided to the Funds by the Adviser, and that the nature and extent of the services provided by the Adviser are appropriate to assure that each Fund’s operations are conducted in compliance with applicable laws, rules and regulations.

Comparative Fees and Expenses

The Directors then discussed with management the variables, in addition to the management fees, such as administrative and transaction fees that impact costs to the shareholders of the Funds. Management reviewed with the Directors the comparison of the Funds’ expense ratios to other similar funds. As part of the discussion with management, the Directors ensured that they understood and were comfortable with the criteria used by the Adviser to determine the mutual funds that make up the peer universes for purposes of the materials presented at the meeting.

The Directors compared the Funds’ proposed expense ratios to those of other comparable mutual funds, indicating that the peer groups used were in line with what the Adviser uses for their internal reporting and that the categories used to compare the Funds to their peer groups were appropriate. After review, the Directors concluded that the proposed expense ratios of the Funds were within a reasonable range of comparable mutual funds, and that the fees are reasonable.

Comparison of Fee Structures of Other Accounts

The Directors then inquired of management regarding the distinction between the services performed by the Adviser for separately managed accounts (“SMAs”) or private investment companies and those performed by the Adviser for the Funds. The Directors concluded that the services performed by the Adviser for the Funds require a higher level of service and oversight than the services performed by the Adviser for SMAs or private investment companies. Based on this determination, the Directors believe that the differential in advisory fees between the Funds and the SMAs and private investment companies are reasonable and concluded that the fee rates charged to the Funds in comparison to those charged to the Adviser’s other clients are reasonable.

Performance

The Directors reviewed the Adviser’s quality of investment management, management history, and ability to successfully market the Funds. They noted that the Funds have had periods of underperformance, and discussed with the Adviser actions that the Adviser is taking to address the underperformance of the Funds. The Directors concluded that the performance of the Funds, adjusting for risk, has been satisfactory. They also determined that the Adviser is taking sufficient steps to improve performance and that their

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expectation is that the Adviser’s discipline will lead to more favorable results in the long-term. Based on theses factors, the Directors concluded that renewal of the advisory agreements was in the best interest of the Funds’ shareholders.

The Directors also considered the presentation from the Adviser on the investment strategies for the Funds and reviewed the investment performance of the Funds compared with those of the Funds’ peer groups and relevant benchmarks. The Board concluded that these materials demonstrated that the performance of the Funds was satisfactory in comparison to the performance of similar funds.

Costs and Profitability

The Directors considered the costs of services provided and the profits realized by the Adviser, by reviewing reports provided by the Funds’ administrator that compared the Funds’ investment advisory fees to those of other comparable mutual funds. They also considered the Funds’ overall expense ratios compared to peer group funds and the Adviser’s proactive efforts to keep the overall expenses of the Funds lower, and they considered the resources and revenues that the Adviser has put into managing and distributing the Funds. The Directors concluded that the level of profitability realized by the Adviser from its provision of services to the Funds is reasonable, and that the overall expense ratios and investment advisory fees were fair and within the range of industry averages.

Economies of Scale

The Directors then discussed with management whether economies of scale are recognized by the Funds. They noted that as Fund assets grow, certain fixed costs are spread over the larger asset base, which may lead to some economies of scale. On the other hand, the Directors noted that many of the Funds’ expenses are subject to diseconomies of scale. For example, the intermediary service fees generally increase as the Funds’ assets grow. Given the size of the Funds the Directors determined that economies of scale were not being recognized, and they noted that the Funds have benefitted from the Adviser’s consistent efforts to keep overall expenses low. They concluded that the proposed fee schedules were reasonable.

Fall-Out Benefits

The Directors then considered other benefits to the Adviser from serving as adviser to the Funds (in addition to the advisory fee). The Directors noted that the Adviser derives ancillary benefits from its association with the Funds in the form of proprietary and third-party research products and services received from broker dealers that execute portfolio trades for the Funds. Specifically, they discussed the manner in which portfolio transactions for the Funds would be conducted, including the use of soft dollars. Based on these discussions, the Directors concluded that the research and services obtained by the Adviser would be beneficial to the Funds. The Directors determined such products and services have been used for legitimate purposes relating to the Funds by providing assistance in the investment decision-making process. The Directors further concluded that the other benefits realized by the Adviser from its relationship with the Funds were reasonable.

Conclusion

After reviewing the materials provided at the meeting, management’s presentation, as well as other information regularly provided at the Board’s quarterly meetings throughout the year regarding the quality of services provided by the Adviser, the performance of the Funds, expense information, regulatory compliance issues, trading information and related matters, and other factors deemed relevant by the Board, the Directors, including all of the Independent Directors, approved the continuation of the investment advisory agreements.

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Leuthold Funds

ADDITIONAL DISCLOSURE REGARDING FUND DIRECTORS AND OFFICERS (UNAUDITED)

Independent Directors
  

Name, Year of Birth,and Address	Position(s)Held withthe Company	Term of Officeand Length ofTime Served	Principal Occupation(s)During Past Five Years	# ofPortfolios inFund ComplexOverseen ByDirector	OtherDirectorshipsHeld byDirector
Lawrence L. Horsch (1934) c/o Leuthold Weeden Capital Management 150 South Fifth Street Suite 1700 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 150 South Fifth Street Suite 1700 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 150 South Fifth Street Suite 1700 Minneapolis, MN 55402	Director and Chair of Nominating Committee	Indefinite, Director since 2009	Retired Chairman and Chief Executive Officer of Piper Jaffray Companies and PREDEX.	5	Piper Jaffray Companies and PREDEX

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Interested Persons

Name, Year of Birth,and Address	Position(s)Held withthe Company	Term of Officeand Length ofTime Served	Principal OccupationDuring Past Five Years	# ofPortfolios inFund ComplexOverseen ByDirector	OtherDirectorshipsHeld byDirector
John C. Mueller (1968) 150 South Fifth Street Suite 1700 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) 150 South Fifth Street Suite 1700 Minneapolis, MN 55402	Secretary and Treasurer	One Year Term, Secretary and Treasurer since 2009	Chief Financial Officer of the Adviser since 2011. Controller of the Adviser from 2008 to 2011.	N/A	N/A
Roger A. Peters (1960) 150 South Fifth Street Suite 1700 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) 150 South Fifth Street Suite 1700 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.

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Leuthold Funds

Investment Adviser:

The Leuthold Group, LLC, doing business

      as Leuthold Weeden Capital Management,

      Minneapolis, Minnesota

Administrator, Transfer Agent, Fund Accountant, Shareholder Servicing Agent:

U.S. Bancorp Fund Services, LLC,

      Milwaukee, Wisconsin

Custodian:

U.S. Bank, N.A.,

      Milwaukee, Wisconsin

Counsel:

Foley & Lardner, LLP,

      Milwaukee, Wisconsin

Independent Registered Public Accounting Firm:

Ernst & Young LLP,

      Minneapolis, Minnesota

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

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

Item 2. Code of Ethics.

Not applicable for semi-annual reports.

Item 3. Audit Committee Financial Expert.

Not applicable for semi-annual reports.

Item 4. Principal Accountant Fees and Services.

Not applicable for semi-annual reports.

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/Principal Executive Officer and Treasurer/Principal Financial Officer 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. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

Not applicable to open-end investment companies.

Item 13. 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/Principal Executive Officer

Date   June 6, 2019                                                                                                

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/Principal Executive Officer

Date   June 6, 2019                                                                                                

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

                                           Holly Weiss, Treasurer/Principal Financial Officer

Date   June 6, 2019                                                                                                

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