Leuthold Funds Inc · 497 · On 1/30/08

Filed On 1/30/08 5:04pm ET   ·   SEC File 33-96634   ·   Accession Number 897101-8-200

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PROSPECTUS                

January 31, 2008                      

THE LEUTHOLD GLOBAL FUND

 [ARTWORK]

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE    
SECURITIES OR DETERMINED IF THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANY        
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.                           

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Leuthold Global Fund seeks capital appreciation and income (or "total return")  
in amounts attainable by assuming only prudent investment risk over the long    
term. It invests mainly in the global stock and bond markets. The Fund offers   
two classes of shares, Retail and Institutional. The Classes differ only in     
their ongoing fees and investment eligibility requirements.                     

Please read this Prospectus and keep it for future reference. It contains       
important information, including information on how the Fund invests and the    
services it offers to shareholders.                                             

An investment in the Fund is not a deposit of a bank and is not insured or      
guaranteed by the Federal Deposit Insurance Corporation or any other government 
agency.                                                                         

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Leuthold Global Fund                                    
100 North Sixth Street                                  
Suite 412A                                              
Minneapolis, Minnesota 55403                            
1-888-200-0409                                          

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TABLE OF CONTENTS                                                               

Questions Every Investor Should Ask                                             
Before Investing in the Fund ...........................................    1 
Fees and Expenses .......................................................    4  
Other Information about the Fund's                                              
Investment Objectives, Strategies and Risks ............................    5 
Management of the Fund ..................................................    7  
The Fund's Share Price ..................................................    8  
Purchasing Shares .......................................................    8  
Redeeming Shares ........................................................   12  
Exchanging Shares .......................................................   15  
Dividends, Distributions and Taxes ......................................   16  
Financial Highlights ....................................................   16  

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QUESTIONS EVERY INVESTOR SHOULD ASK BEFORE  
INVESTING IN THE FUND 

1. WHAT ARE THE FUND'S GOALS?                                                   

Leuthold Global Fund seeks capital appreciation and income (or "total return")  
in amounts attainable by assuming only prudent investment risk over the long    
term.                                                                           

2. WHAT ARE THE FUND'S PRINCIPAL INVESTMENT STRATEGIES?                         

Leuthold Global Fund is a "flexible" fund, meaning that it allocates its        
investments among:                                                              

>    Common stocks and other equity securities from around the world  
(including common stocks and other securities sold short);  

>    Bonds and other debt securities from around the world (other than
money market instruments); and                              

>    Money market instruments                                         

in proportions which reflect the judgment of Leuthold Weeden Capital Management 
(the "Adviser") of the potential returns and risks of each asset class.         

The Adviser considers a number of factors when making these allocations,        
including economic conditions and monetary factors, inflation and interest rate 
levels and trends, investor confidence and technical stock market measures.     
Normally, the Fund will invest at least 40% of its assets in securities from    
international markets, unless market conditions are not deemed favorable by the 
Adviser, in which case the Fund may invest less than 40% of its assets in       
securities from international markets. With respect to the Fund's investments   
in securities from international markets, the Fund may invest in common stocks  
and other equity securities from international markets and in bonds and other   
debt securities (other than money market instruments) from international        
markets. Specifically, the Fund expects that:                                   

   >    30% to 70% of its assets will be invested in common stocks and other
equity securities from international markets;               

>    30% to 70% of its assets will be invested in bonds and other debt
       securities (other than money market instruments) from international
markets; and                                                

   >   up to 20% of its assets will be invested in money market instruments.

The Fund's investments in common stocks and other equity securities may consist 
of the following from around the globe:                                         

>   Large, mid or small capitalization common stocks;                 

>   Growth stocks, value stocks or cyclical stocks;                   

>   Aggressive stocks or defensive stocks;                            

>   Stocks in any industry or sector;                                 

>   Equity mutual funds and exchange-traded funds; and                

>   Options.                                                          

In investing in common stock and other equity securities, the Fund utilizes a   
disciplined, unemotional, quantitative investment approach that is based on the 
belief investors can achieve superior investment performance through group      
selection (the "Global Group Strategy"). The Fund will invest in domestic and   
foreign companies of all sizes and industries as well as in "growth" stocks and 
"value" stocks.                                                                 

The Adviser believes that as shifts among industry groups in the equity market  
have become more dramatic, group selection has become as important as           
individual stock selection in determining investment performance. The Adviser   
considers a group to be a collection of stocks whose investment performance     
tends to be similarly influenced by a variety of factors. The Adviser currently 
monitors                                                                        

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                                                                    PROSPECTUS 1

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about 67 global groups. The major types of groups the Adviser monitors are:     

 >    Traditional Broad Economic Sectors such as Information Technology,
Health Care, or Financial Services.                         

>    Thematic Broad Groups that may bridge a number of industries.    

>    Industry Specific Groups comprised of narrower themes. Examples  
    include "Airlines," "Healthcare Facilities" or "Semiconductors".

The Adviser continuously updates its investment discipline and adjusts the      
Fund's portfolio as necessary to keep the Fund invested in stocks in those      
groups which the Adviser believes are the most attractive. Such adjustments may 
result in high portfolio turnover.                                              

The Fund may invest in investment grade corporate debt securities of companies  
in the United States and in other industrialized nations and emerging markets,  
and in debt securities issued by the United States government and foreign       
governments. The Fund may also invest in mutual funds and exchange-traded funds 
that invest in high yield securities commonly known as "junk bonds."            

The Fund may engage in short sales of index-related and other equity securities 
to reduce its equity exposure or to profit from an anticipated decline in the   
price of the security sold short.                                               

3. WHAT ARE THE PRINCIPAL RISKS OF INVESTING IN THE FUND?                       

Investors in the Fund may lose money. There are risks associated with the       
Fund's principal investment strategies, and these principal risks are discussed 
below. For a discussion of any non-principal investment risks, see "Other       
Information About the Fund's Investment Objectives, Strategies and Risks".      

 >    Market Risk: The prices of the securities, particularly the common
          stocks, in which the Fund invests may decline for a number of reasons.
     The price declines of common stocks, in particular, may be steep,
sudden and/or prolonged.                                    

>    Interest Rate Risk: In general, the value of bonds and other debt
          securities falls when interest rates rise. Longer term obligations are
     usually more sensitive to interest rate changes than shorter term
         obligations. While bonds and other debt securities normally fluctuate
         less in price than common stocks, there have been extended periods of
        increases in interest rates that have caused significant declines in
bond prices.                                                

   >    Credit Risk: The issuers of the bonds and other debt securities held
         by the Fund or by the mutual funds and exchange-traded funds in which
  the Fund invests may not be able to make interest or principal
          payments. Even if these issuers are able to make interest or principal
         payments, they may suffer adverse changes in financial condition that
      would lower the credit quality of the security, leading to greater
volatility in the price of the security.                    

     >    Foreign Securities Risk: The securities of foreign issuers may be less
        liquid and more volatile than securities of comparable U.S. issuers.
         The costs associated with securities transactions are often higher in
    foreign countries than the U.S. The U.S. dollar value of foreign
  securities traded in foreign currencies (and any dividends and
interest earned) held by the Fund or by mutual funds and    
   exchange-traded funds in which the Fund invests may be affected
    favorably or unfavorably by changes in foreign currency exchange
 rates. An increase in the U.S. dollar relative to these other
        currencies will adversely affect the Fund. Additionally, investments
   in foreign securities, even those publicly traded in the United
States, may                                                 

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2 PROSPECTUS                                                                    

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     involve risks which are in addition to those inherent in domestic
 investments. Foreign companies may not be subject to the same
          regulatory requirements of U.S. companies, and as a consequence, there
         may be less publicly available information about such companies. Also
         foreign companies may not be subject to uniform accounting, auditing,
          and financial reporting standards and requirements comparable to those
 applicable to U.S. companies. Foreign governments and foreign
         economies often are less stable than the U.S. Government and the U.S.
economy.                                                    

   >    Short Sales Risk: The Fund's investment performance will suffer if a
        security for which the Fund has effected a short sale appreciates in
        value. The Fund's investment performance may also suffer if the Fund
 is required to close out a short position earlier than it had
      intended. This would occur if the securities lender requires it to
       deliver the securities the Fund borrowed at the commencement of the
     short sale and the Fund was unable to borrow such securities from
other securities lenders.                                   

 >    High Portfolio Turnover Risk: The Fund's annual portfolio turnover
      rate may exceed 100%. (Generally speaking, a turnover rate of 100%
        occurs when a Fund replaces securities valued at 100% of its average
          net assets within a one year period.) High portfolio turnover (100% or
        more) would result in the Fund incurring more transaction costs such
        as brokerage commissions or mark-ups or mark-downs. Payment of those
         transaction costs reduces total return. High portfolio turnover could
          result in the payment by the Fund's shareholders of increased taxes on
          realized gains. Distributions to the Fund's shareholders to the extent
       they are short-term capital gains, will be taxed at ordinary income
       rates for federal income tax purposes, rather than at lower capital
gains rates.                                                

     >    Asset Allocation Risk: The Fund's performance will also be affected by
        the Adviser's ability to anticipate correctly the relative potential
         returns and risks of the asset classes in which the Fund invests. For
       example, the Fund's relative investment performance would suffer if
        only a small portion of its assets were allocated to stocks during a
 significant stock market advance, and its absolute investment
  performance would suffer if a major portion of its assets were
        allocated to stocks during a market decline. Finally, since the Fund
         intends to assume only prudent investment risk, there will be periods
    in which the Fund underperforms mutual funds that are willing to
assume greater risk.                                        

>    Quantitative Investment Approach Risk: The Fund utilizes a       
    quantitative investment approach. While the Adviser continuously
         reviews and refines, if necessary, its investment approach, there may
   be market conditions where the quantitative investment approach
performs poorly.                                            

As a result, the Fund is a suitable investment only for those investors who     
have medium to long-term investment goals. Prospective investors who are        
uncomfortable with an investment that may decrease in value should not invest   
in the Fund. The Adviser does not intend the Fund to be a fixed, balanced       
investment program. Rather, the Fund is intended to be a flexible core          
investment suitable for any long-term investor. Long-term investors may wish to 
supplement an investment in the Fund with other investments to satisfy their    
short-term financial needs and to diversify their exposure to various markets   
and asset classes.                                                              

4. HOW HAS THE FUND PERFORMED?                                                  

The Fund is newly organized and therefore has no performance history as of the  
date of this                                                                    

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                                                                    PROSPECTUS 3

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Prospectus. The Fund's performance (before and after taxes) will vary from year 
to year.                                                                        

FEES AND EXPENSES 

The table below describes the fees and expenses that you may pay if you buy and 
hold shares of the Fund.                                                        

SHAREHOLDER FEES                                                                

(fees paid directly from your investment)                                       

                        LEUTHOLD                LEUTHOLD
                        GLOBAL                  GLOBAL
                        FUND                    FUND
                           (RETAIL)            (INSTITUTIONAL)
                       ---------------------   ---------------------
Maximum Sales                                                                   
Charge (Load)                                                                 
Imposed on                                                                    
Purchases (as a                                                               
percentage of               No Sales                No Sales                  
offering price) .........   Charge                  Charge                    
Maximum Deferred             No Deferred             No Deferred                
Sales Charge (Load)         Sales Charge            Sales Charge              
Maximum Sales                                                                   
Charge (Load)                                                                 
Imposed on                                                                    
Reinvested                                                                    
Dividends and               No Sales                No Sales                  
Distributions ...........   Charge                  Charge                    
Redemption Fee ...........   2%(1)(2)                2%(1)(2)                   
Exchange Fee .............   2%(1)(3)                2%(1)(3)                   

--------------------------------                                                
(1)   IF YOU REDEEM OR EXCHANGE SHARES YOU HAVE OWNED FOR LESS THAN 5 BUSINESS  
DAYS, A 2% FEE WILL BE DEDUCTED FROM THE VALUE OF YOUR REDEMPTION OR
    EXCHANGE PROCEEDS. THIS FEE IS PAYABLE TO THE FUND. THE FUND MAY, IN ITS
SOLE DISCRETION, WAIVE THIS FEE IN THE CASE OF DEATH, DISABILITY,   
HARDSHIP OR OTHER LIMITED CIRCUMSTANCES THAT DO NOT INDICATE MARKET 
TIMING STRATEGIES.                                                  
(2)   OUR TRANSFER AGENT CHARGES A FEE OF $15.00 FOR EACH WIRE REDEMPTION.      
(3)   OUR TRANSFER AGENT CHARGES A FEE OF $5.00 FOR EACH TELEPHONE EXCHANGE.    

ANNUAL FUND OPERATING EXPENSES                                                  

(expenses that are deducted from Fund assets)                                   

                                    LEUTHOLD              LEUTHOLD
                                    GLOBAL                GLOBAL
                                    FUND                  FUND
                                       (RETAIL)          (INSTITUTIONAL)
                                    ------------------   -------------------
Management Fees ...................           1.25%                1.25%        
Distribution (12b-1) Fees .........           0.25%                None         
Other Expenses ....................           0.60%(1)             0.60%(1)     
                                 --------              -------
Service Fees ...................           None                 None      
Dividend on Short                                                         
Positions .....................           0.20%                0.20%    
All remaining Other                                                       
Expenses ......................           0.40%                0.40%    
Acquired Funds Fees and                                                         
Expenses .........................           0.02%(2)             0.02%(2)    
Total Annual Fund                                                               
Operating Expenses ...............           2.12%                1.87%       
                                 --------              -------
Expense Reimbursement                                                           
or Recovery ......................          (0.05)%(3)           (0.00)%(3)   
                                 --------              -------
Net Expenses ......................           2.07%                1.87%        
                                 ========              =======

--------------------------------                                                
(1)   OTHER EXPENSES ARE BASED ON ESTIMATED AMOUNTS FOR THE CURRENT FISCAL YEAR.
(2)   ACQUIRED FUND FEES AND EXPENSES ARE BASED ON ESTIMATED AMOUNTS FOR THE    
  CURRENT FISCAL YEAR. THE FUND INDIRECTLY BEARS A PRO RATA SHARE OF THE
FEES AND EXPENSES OF EACH UNDERLYING FUND IN WHICH IT INVESTS. SINCE
    ACQUIRED FUND FEES AND EXPENSES ARE NOT DIRECTLY BORNE BY THE FUND, THEY
 ARE NOT REFLECTED IN THE FUND'S FINANCIAL STATEMENTS, WITH THE RESULT
     THAT THE INFORMATION PRESENTED IN THE EXPENSE TABLE WILL DIFFER FROM THAT
PRESENTED IN THE FINANCIAL HIGHLIGHTS.                              
(3)   THE ADVISER HAS AGREED TO WAIVE ITS ADVISORY FEE TO THE EXTENT NECESSARY  
   TO ENSURE THAT NET EXPENSES (EXCLUDING DIVIDENDS ON SHORT POSITIONS AND
     ACQUIRED FUND FEES AND EXPENSES) DO NOT EXCEED 1.85% OF THE AVERAGE DAILY
     NET ASSETS OF THE FUND. THE ADVISER MAY RECOVER WAIVED FEES IN SUBSEQUENT
YEARS.                                                              

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4 PROSPECTUS                                                                    

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EXAMPLE                                                                         

This Example is intended to help you compare the cost of investing in the Fund  
with the cost of investing in other mutual funds.                               

The Example assumes that you invest $10,000 in the Fund for the time periods    
indicated and then redeem all of your shares at the end of these periods. The   
Example also assumes that your investment has a 5% return each year and that    
the Fund's operating expenses remain the same. Although your actual costs may   
be higher or lower, based on these assumptions your costs would be:             

                                LEUTHOLD            LEUTHOLD
                                GLOBAL              GLOBAL
                                FUND                FUND
                                    (RETAIL)         (INSTITUTIONAL)
                                   ----------       ----------------
1 Year ...............................     $  210              $  190           
3 Years ..............................     $  659              $  588           
5 Years ..............................     $1,134              $1,011           
10 Years .............................     $2,448              $2,190           

 OTHER INFORMATION ABOUT THE FUND'S INVESTMENT
OBJECTIVES, STRATEGIES AND RISKS

The Fund seeks capital appreciation and income (or "total return") in amounts   
attainable by assuming only prudent investment risk over the long term. The     
Fund's definition of long term investment success is making it and keeping it.  
The Adviser believes that maintaining profits when markets decline is as        
important as earning profits when markets rise.                                 

Although the Fund has no intention of doing so, the Fund may change its         
investment objective without obtaining shareholder approval. Shareholders will  
be notified of any such change. Please remember that an investment objective is 
not a guarantee. An investment in the Fund might not appreciate and investors   
could lose money.                                                               

The Fund may, in response to adverse market, economic, political or other       
conditions, take temporary defensive positions. This means that the Fund may    
invest more than 20% of its assets in money market instruments (like U.S.       
Treasury Bills, commercial paper or repurchase agreements). The Fund will not   
seek capital appreciation to the extent that it invests in money market         
instruments since these securities earn interest but do not appreciate in       
value. When the Fund is not taking a temporary defensive position, it still may 
hold some cash and money market instruments so that it can pay its expenses,    
satisfy redemption requests, take advantage of investment opportunities, or as  
part of its normal asset allocation process. A description of how the Fund      
allocates its assets and makes individual securities selections follows.        

HOW THE FUND ALLOCATES ASSETS                                                   

The Adviser allocates the Fund's investments among the three asset classes as   
follows:                                                                        

FIRST, the Adviser analyzes the global bond market with the goal of determining 
the risks and returns that debt securities issued by governments and companies  
in the United States and in foreign countries present over the next one to five 
years.                                                                          

NEXT, the Adviser assesses the probability that common stocks of United States  
and foreign companies as an asset class will perform better than the global     
bond market. In doing so, it considers The Leuthold Group's Global Major Trend  
Index. This proprietary index comprises over 100 individual components that The 
Leuthold Group evaluates weekly.                                                

FINALLY, the Adviser implements the asset allocation strategy. In doing so, the 
Adviser may purchase put or call options on stock indexes or engage in short    
sales of index-related and other securities to adjust the exposure of the Fund. 

HOW THE FUND MAKES INDIVIDUAL SECURITY SELECTIONS                               

After the Adviser has determined the appropriate allocations among asset        
classes, it selects individual investments as follows:                          

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                                                                    PROSPECTUS 5

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For investments in bonds and debt securities (other than money market           
instruments) the Adviser will first compare the anticipated returns and risks   
of U.S. government debt securities, foreign government debt securities (without 
limitation as to rating) and domestic and foreign corporate fixed-income        
securities (without limitation as to rating) and determine how much to invest   
in each sector. Next the Adviser will consider interest rate trends and         
economic indicators to determine the desired maturity of the portfolio of debt  
securities for the Fund. The Fund may invest indirectly in fixed-income         
securities by investing in mutual funds, exchange-traded funds or closed-end    
investment companies which invest in such securities. It may do so to obtain a  
diversified exposure to high yield or "junk" bonds.                             

For investments in common stocks and other equity securities, the Adviser uses  
the Global Group Strategy as well as other quantitative investment strategies.  

In addition to investing in individual stocks, the Fund may invest in mutual    
funds, exchange-traded funds, unit investment trusts or closed-end investment   
companies which invest in a specific category of common stocks. The Fund may do 
so to obtain (a) exposure to certain foreign markets by investing in            
international funds, (b) increased exposure to a particular industry by         
investing in a sector fund, or (c) a broad exposure to small capitalization     
stocks by investing in small cap funds.                                         

NON-PRINCIPAL RISKS FOR THE FUND                                                

In addition to the principal risks discussed beginning on page 2, there are     
other risks associated with the various securities in which the Fund will at    
times invest. These include:                                                    

RISKS ASSOCIATED WITH ZERO COUPON U.S. TREASURY  SECURITIES. Zero coupon U.S.   
Treasury securities are U.S. Treasury Notes and Bonds that have been stripped   
of their unmatured interest coupons by the U.S. Department of Treasury. Zero    
coupon U.S. Treasury securities are generally subject to greater fluctuation in 
value in response to changing interest rates than debt obligations that pay     
interest currently.                                                             

RISKS ASSOCIATED WITH SMALL CAP STOCKS. Stocks of smaller capitalization        
companies tend to be riskier investments than stocks of larger capitalization   
companies. Smaller capitalization companies may have limited product lines,     
markets, market share and financial resources or they may be dependent on a     
small or inexperienced management team. Stocks of smaller capitalization        
companies may trade less frequently and in more limited volume and may be       
subject to greater and more abrupt price swings than stocks of larger           
companies.                                                                      

RISKS ASSOCIATED WITH HIGH YIELD SECURITIES. The Fund may invest directly, or   
indirectly in high yield securities. High yield securities (or "junk bonds")    
provide greater income and opportunity for gains than higher-rated securities   
but entail greater risk of loss of principal. High yield securities are         
predominantly speculative with respect to the issuer's capacity to pay interest 
and repay principal in accordance with the terms of the obligation. The market  
for high yield securities is generally less active than the market for higher   
quality securities. This may limit the ability of the Fund, or investment       
companies in which it invests, to sell a high yield security at the price at    
which it is being valued for purposes of calculating net asset value.           

RISKS ASSOCIATED WITH PURCHASING PUT AND CALL  OPTIONS. If the Fund purchases a 
put or call option and does not exercise or sell it prior to the option's       
expiration date, the Fund will realize a loss in the amount of the entire       
premium paid, plus commission costs. It is possible, although not likely, that  
there may be times when a market for the Fund's outstanding options does not    
exist.                                                                          

ADDITIONAL COSTS ASSOCIATED WITH REGISTERED  INVESTMENT COMPANIES. When the     
Fund invests in a registered investment company, including exchange-traded      
funds, the Fund's shareholders bear not only their proportionate share of the   
expenses of the Fund (such as operating costs and                               

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6 PROSPECTUS                                                                    

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investment advisory fees) but also, indirectly, similar expenses of the         
registered investment companies in which the Fund invests.                      

RISKS ASSOCIATED WITH INVESTING IN METALS. The Fund may invest directly in      
metals such as aluminum, copper, zinc, lead, nickel, tin, silver, palladium and 
other industrial and precious metals. In connection with such investments the   
Fund may enter into agreements where it "pre-pays" for metals which are         
delivered at a later date ("Pre-Paid Physical Agreements"). The prices of such  
metals may be subject to substantial price fluctuations and may be affected by  
broad economic, financial and political factors, including inflation, metal     
sales by governments or international agencies, speculation, changes in         
industrial and commercial demand, currency devaluations or revaluations, trade  
imbalances and governmental prohibitions or restrictions. Further, investments  
in metals can present concerns such as delivery, storage and maintenance,       
possible illiquidity and the unavailability of accurate market valuations.      
There is also the risk that parties that act as custodians for the metals held  
by the Fund or with which it has entered into Pre-Paid Physical Agreements may  
become insolvent and file for bankruptcy protection.                            

DISCLOSURE OF PORTFOLIO HOLDINGS                                                

A description of the Fund's policies and procedures with respect to the         
disclosure of the Fund's portfolio securities is available in the Fund's        
Statement of Additional Information.                                            

MANAGEMENT OF 
THE FUND  

LEUTHOLD WEEDEN CAPITAL MANAGEMENT MANAGES THE FUND'S INVESTMENTS               

Leuthold Weeden Capital Management is the investment adviser to the Fund. The   
Adviser's address is:                                                           

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100 North Sixth Street                      
Suite 412A                                  
Minneapolis, MN 55403                       

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The Adviser is the successor to Leuthold & Anderson, Inc., which commenced      
operations in 1987, and Leuthold, Weeden & Associates, L.P., which commenced    
operations in 1991. As the investment adviser to the Fund, the Adviser manages  
the investment portfolio for the Fund. It makes the decisions as to which       
securities to buy and which securities to sell. The annual investment advisory  
fee that the Fund pays to the Adviser is 1.25%.                                 

A discussion regarding the basis for the Board of Directors approving the       
investment advisory agreement with the Adviser will be available in the Fund's  
latest semi-annual report to shareholders for the period ending March 31.       

The following table identifies the portfolio managers for the Fund. The         
portfolio managers are equally responsible for the day-to-day management of the 
Fund.                                                                           

Steven C. Leuthold                      Douglas R. Ramsey, CFA                  
(team leader)                                                                   
Matthew B. Paschke, CFA                                                         

Mr. Leuthold is the chief investment officer and a managing member of the       
Adviser. Mr. Leuthold also has been Chairman and portfolio manager of Leuthold  
& Anderson, Inc. since its organization in August, 1987, a portfolio manager of 
Leuthold, Weeden & Associates, L.P. since January, 1991 and Chairman of The     
Leuthold Group since November, 1981. Mr. Paschke is a portfolio manager of the  
Adviser and has been a senior analyst of The Leuthold Group since 2000. Mr.     
Ramsey is a portfolio manager of the Adviser and has been a Senior Analyst of   
the Leuthold Group since 2005. Prior to joining the Leuthold Group, Mr. Ramsey  
served as the Chief Investment Officer for Treis Capital Management from 2004   
to 2005. Mr. Ramsey                                                             

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                                                                    PROSPECTUS 7

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served as a portfolio manager for Principal Global Investors from 1997 through  
2003.                                                                           

The Statement of Additional Information for the Fund, which is incorporated by  
reference into this Prospectus, provides additional information about the       
portfolio managers' compensation, other accounts managed by the portfolio       
managers and the portfolio managers' ownership of securities in the Fund.       

12b-1 PLANS                                                                     

The Fund (Retail Shares) has adopted a distribution plan pursuant to Rule 12b-1 
under the Investment Company Act. This Plan allows the 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. Because these    
fees are paid out of the Fund's assets, over time these fees will increase the  
cost of your investment and may cost you more than paying other types of sales  
charges.                                                                        

The Institutional Shares of the Fund are not subject to any distribution        
(12b-1) fees.                                                                   

THE FUND'S SHARE PRICE  

The price at which investors purchase shares of the Fund and at which           
shareholders redeem shares of the Fund is called its net asset value. The Fund  
normally calculates its net asset value as of the close of regular trading on   
the New York Stock Exchange (normally 4:00 p.m. Eastern Time) on each day the   
New York Stock Exchange is open for trading. The New York Stock Exchange is     
closed on holidays and weekends. The Fund calculates its net asset value based  
on the market prices of the securities (other than money market instruments) it 
holds. If market quotations are not available or reliable, the Fund will value  
securities at their fair value pursuant to procedures established by and under  
the supervision of its Board of Directors. The fair value of a security is the  
amount which the Fund might reasonably expect to receive upon a current sale.   
The fair value of a security may differ from the last quoted price and the Fund 
may not be able to sell a security at the fair value. Market quotations may not 
be available, for example, if trading in particular securities was halted       
during the day and not resumed prior to the close of trading on the New York    
Stock Exchange. Market quotations of foreign securities may not be reliable if  
events or circumstances that may affect the value of portfolio securities occur 
between the time of the market quotation and the close of trading on the New    
York Stock Exchange. The Fund values most money market instruments it holds at  
their amortized cost. The Fund will process purchase orders that it receives    
and accepts and redemption orders that it receives prior to the close of        
regular trading on a day in which the New York Stock Exchange is open at the    
net asset value determined later that day. It will process purchase orders that 
it receives and accepts and redemption orders that it receives after the close  
of regular trading at the net asset value determined at the close of regular    
trading on the next day the New York Stock Exchange is open.                    

The Fund's NASDAQ symbol for its Retail Shares is "GLBLX" and its               
Institutional Shares is "GLBIX".                                                

PURCHASING SHARES 

Shares of the Fund have not been registered for sale outside of the United      
States. The Fund generally does not sell shares to investors residing outside   
the United States, even if they are United States citizens or lawful permanent  
residents, except to investors with United States military APO or FPO           
addresses.                                                                      

HOW TO PURCHASE SHARES FROM THE FUND                                            

>    Read this Prospectus carefully.                                  

   >    Determine how much you want to invest, keeping in mind the following
         minimums. (The Fund reserves the right to waive or reduce the minimum
initial investment amounts described below for purchases    

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      made through certain retirement, benefit and pension plans, or for
certain classes of shareholders.)                           

NEW ACCOUNTS                                          
Leuthold Global Fund                                  
          (Institutional Class) .........................   $1,000,000
Individual Retirement                                 
Accounts (other than                              
          Institutional Class) ..........................   $    1,000
Coverdell Education Savings                           
          Account .......................................   $    1,000
         All other accounts ..............................   $   10,000*

--------------------------------                                                
*   THE FUND MAY, BUT IS NOT REQUIRED TO, ACCEPT INITIAL INVESTMENTS OF NOT LESS
THAN $1,000 FROM INVESTORS WHO ARE RELATED TO, OR AFFILIATED WITH,      
SHAREHOLDERS WHO HAVE INVESTED $10,000 IN THE FUND.                     

EXISTING ACCOUNTS                                                               
Dividend reinvestment ...........    No Minimum                                 
Automatic Investment Plan .......      $ 50                                     
All other accounts ..............      $100                                     

>    Complete the Purchase Application accompanying this Prospectus,  
     carefully following the instructions. For additional investments,
  complete the Additional Investment Form attached to the Fund's
confirmation statements. (The Fund has additional Purchase  
      Applications and Additional Investment Forms if you need them.) In
     compliance with the USA PATRIOT Act of 2001, please note that the
  Transfer Agent will verify certain information on your Account
       Application as part of the Fund's Anti-Money Laundering Program. As
        requested on the Application, you should supply your full name, date
          of birth, social security number and permanent street address. Mailing
      addresses containing only a P. O. Box will not be accepted. If the
         Transfer Agent does not have a reasonable belief of the identity of a
        shareholder, the account will be rejected or you will not be allowed
     to perform a transaction on the account until such information is
      received. The Fund may also reserve the right to close the account
         within 5 business days if clarifying information/documentation is not
    received. If you have any questions, please call 1-800-273-6886.

    >    Make your check payable to "Leuthold Global Fund". All checks must be
         in U.S. dollars drawn on U.S. banks. The Fund will not accept payment
    in cash or money orders. The Fund also does not accept cashier's
       checks in amounts of less than $10,000. To prevent check fraud, the
         Fund will not accept third party checks, treasury checks, credit card
   checks, traveler's checks or starter checks for the purchase of
      shares. The Fund is unable to accept post dated checks, post dated
   online bill paychecks or any conditional order or payment. U.S.
        BANCORP FUND SERVICES, LLC, THE FUND'S TRANSFER AGENT, WILL CHARGE A
          $25 FEE AGAINST A SHAREHOLDER'S ACCOUNT FOR ANY PAYMENT CHECK RETURNED
    FOR ANY REASON. THE SHAREHOLDER WILL ALSO BE RESPONSIBLE FOR ANY
LOSSES SUFFERED BY THE FUND AS A RESULT.                    

Send the application and check to:                                              

--------------------------------------------------------------------------------

FOR FIRST CLASS MAIL                                                  
Leuthold Funds, Inc.                                                  
c/o U.S. Bancorp Fund Services, LLC                                   
P.O. Box 701                                                          
Milwaukee, WI 53201-0701                                              

FOR OVERNIGHT DELIVERY SERVICE                                        
OR REGISTERED MAIL                                                    
Leuthold Funds, Inc.                                                  
c/o U.S. Bancorp Fund Services, LLC                                   
615 East Michigan Street, 3rd Floor                                   
Milwaukee, WI 53202-5207                                              

--------------------------------------------------------------------------------

PLEASE DO NOT MAIL LETTERS BY OVERNIGHT DELIVERY SERVICE OR REGISTERED MAIL TO  
THE POST OFFICE BOX ADDRESS.                                                    

If you are making an initial investment in the Fund, before you wire funds,     
please contact the transfer agent by phone (1-800-273-6886) to make             
arrangements with a telephone service representative to submit your completed   
application via mail, overnight delivery, or facsimile. Upon                    

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receipt of your application, your account will be established and a service     
representative will contact you within 24 hours to provide an account number and
wiring instructions. You may then contact your bank to initiate the wire using  
the instructions you were given. Before sending any subsequent investments by   
wire, please contact the transfer agent to advise them of your intent to wire   
funds. FUNDS SHOULD BE WIRED TO:                                                

--------------------------------------------------------------------------------

U.S. Bank, N.A.                                                       
777 E. Wisconsin Ave.                                                 
Milwaukee, WI 53202                                                   
ABA #075000022                                                        

CREDIT:                                                               
U.S. Bancorp Fund Services, LLC                                       
Account #112-952-137                                                  

FURTHER CREDIT:                                                       
Leuthold Global Fund                                                  
(shareholder registration)                                            
(shareholder account number)                                          

--------------------------------------------------------------------------------

PLEASE REMEMBER THAT U.S. BANK, N.A. MUST RECEIVE YOUR WIRED FUNDS PRIOR TO THE 
CLOSE OF REGULAR TRADING ON THE NEW YORK STOCK EXCHANGE FOR YOU TO RECEIVE SAME 
DAY PRICING. THE FUND AND U.S. BANK, N.A. ARE NOT RESPONSIBLE FOR THE           
CONSEQUENCES OF DELAYS RESULTING FROM THE BANKING OR FEDERAL RESERVE WIRE       
SYSTEM, OR FROM INCOMPLETE WIRING INSTRUCTIONS.                                 

CHOOSING A SHARE CLASS FOR THE FUND                                             

The Fund offers two classes of shares, Retail Shares and Institutional Shares.  
The two classes, which represent interests in the same portfolio of investments 
and have the same rights, differ primarily in the expenses to which they are    
subject and required investment minimums. Retail Shares of the Fund are subject 
to distribution (12b-1) fees of up to 0.25% of the Fund's average daily net     
assets allowable to Retail Shares, whereas Institutional Shares are not subject 
to any distribution fees.                                                       

Retail Shares are available for purchase by all types of investors.             
Institutional Shares are available only to shareholders who invest directly in  
the Fund or who invest through a broker-dealer, financial institution or        
servicing agent that does not receive a service fee from the Fund or the        
Adviser. There is also a higher minimum initial investment requirement with     
respect to Institutional Shares.                                                

If you qualify as a purchaser of Institutional Shares, but your account is      
invested in Retail Shares, you may convert your Retail Shares to Institutional  
Shares based on the relative net asset values of the two Classes on the         
conversion date.                                                                

PURCHASING SHARES FROM BROKER-DEALERS, FINANCIAL INSTITUTIONS AND OTHERS        

Some broker-dealers may sell shares of the Fund. These broker-dealers may       
charge investors a fee either at the time of purchase or redemption. The fee,   
if charged, is retained by the broker-dealer and not remitted to the Fund or    
the Adviser. Some broker-dealers may purchase and redeem shares on a three day  
settlement basis.                                                               

The Fund may enter into agreements with broker-dealers, financial institutions  
or other service providers ("Servicing Agents") that may include the Fund as    
investment alternatives in the programs they offer or administer. Depending on  
your Servicing Agent's arrangements with the Fund, you may qualify to purchase  
Institutional Shares, which are subject to lower ongoing expenses. Please see   
"Choosing a Share Class for the Fund" above for more information or contact     
your Servicing Agent. Servicing agents may:                                     

    >    Become shareholders of record of the Fund. This means all requests to
       purchase additional shares and all redemption requests must be sent
    through the Servicing Agent. This also means that purchases made
     through Servicing Agents may not be subject to the Fund's minimum
purchase requirement.                                       

    >    Use procedures and impose restrictions that may be in addition to, or
different                                                   

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       from, those applicable to investors purchasing shares directly from
 the Fund. Please contact your Servicing Agent for information
regarding cut-off times for trading the Fund.               

 >    Charge fees to their customers for the services they provide them.
         Also, the Fund and/or the Adviser may pay fees to Servicing Agents to
  compensate them for the services they provide their customers.

    >    Be allowed to purchase shares by telephone with payment to follow the
     next day. If the telephone purchase is made prior to the close of
        regular trading on the New York Stock Exchange, it will receive same
day pricing.                                                

 >    Be authorized to accept purchase orders on behalf of the Fund (and
        designate other Servicing Agents to accept purchase orders on behalf
          of the Fund). This means that the Fund will process the purchase order
      at the net asset value which is determined following the Servicing
   Agent's (or its designee's) acceptance of the customer's order.

If you decide to purchase shares through Servicing Agents, please carefully     
review the program materials provided to you by the Servicing Agent. When you   
purchase shares of the Fund through a Servicing Agent, it is the responsibility 
of the Servicing Agent to place your order with the Fund on a timely basis. If  
the Servicing Agent does not place the order on a timely basis, or if it does   
not pay the purchase price to the Fund within the period specified in its       
agreement with the Fund, it may be held liable for any resulting fees or        
losses.                                                                         

OTHER INFORMATION ABOUT PURCHASING SHARES OF THE FUND                           

The Fund may reject any share purchase application for any reason. The Fund     
will not accept initial purchase orders made by telephone, unless they are from 
a Servicing Agent which has an agreement with the Fund.                         

The Fund will not issue certificates evidencing shares purchased. Instead, the  
Fund will send investors a written confirmation for all purchases of shares.    

The Fund offers an automatic investment plan allowing shareholders to make      
purchases, in amounts of $50 or more, on a regular and convenient basis. To use 
this service, the shareholder must authorize the transfer of funds from their   
checking or savings account by completing the Automatic Investment Plan section 
of the Purchase Application and attaching either a voided check or pre-printed  
savings deposit slip. The Automatic Investment Plan must be implemented with a  
financial institution that is a member of the Automated Clearing House (ACH).   
The transfer agent is unable to debit mutual fund or pass through accounts. If  
your payment is rejected by your bank, the transfer agent will charge a $25 fee 
to your account. Any request to change or terminate an Automatic Investment     
Plan should be submitted to the transfer agent five days prior to effective     
date.                                                                           

The Fund offers a telephone purchase option pursuant to which money will be     
moved from the shareholder's bank account to the shareholder's Fund account     
upon request. Only bank accounts held at domestic financial institutions that   
are ACH members can be used for telephone transactions. Fund shares are         
purchased at the net asset value determined as of the close of regular trading  
on the day U.S. Bancorp Fund Services, LLC receives the purchase order. The     
minimum transaction amount for a telephone purchase is $100.                    

The Fund offers the following retirement plans:                                 

TRADITIONAL IRA         
ROTH IRA                
SEP IRA                 
SIMPLE IRA              

The Fund recommends that investors consult with a competent financial and tax   
advisor regarding                                                               

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the IRAs before investing through them. Investors can obtain further            
information about the automatic investment plan, the telephone purchase plan    
and the IRAs by calling 1-800-273-6886.                                         

REDEEMING SHARES  

HOW TO REDEEM (SELL) SHARES BY MAIL                                             
Prepare a letter of instruction containing:                                     

>    account number(s)                                                

>    the amount of money or number of shares being redeemed           

>    the name(s) on the account                                       

>    daytime phone number                                             

  >    additional information that the Fund may require for redemptions by
    corporations, executors, administrators, trustees, guardians, or
     others who hold shares in a fiduciary or representative capacity.
         Please contact the Fund's transfer agent, U.S. Bancorp Fund Services,
 LLC, in advance, at 1-800-273-6886 if you have any questions.

Sign the letter of instruction exactly as the shares are registered. Joint      
ownership accounts must be signed by all owners.                                

A signature guarantee will be required for the following situations:            

>    The redemption proceeds are sent to any person, address or bank  
account not on record.                                      

 >    The redemption request is received within 30 days after an address
change.                                                     

>    If ownership is changed on your account.                         

>    When establishing or modifying certain services on an account.   

In addition to the situations described above, the Fund and/or the Transfer     
Agent reserves the right to require a signature guarantee in other instances,   
based on the circumstances related to the particular situation. Signature       
guarantees will generally be accepted from domestic banks, brokers, dealers,    
credit unions, national securities exchanges, registered securities             
associations, clearing agencies and savings associations, as well as from       
participants in the New York Stock Exchange Medallion Signature Program and the 
Securities Transfer Agent Medallion Program (STAMP).                            

A NOTARIZED SIGNATURE IS NOT AN ACCEPTABLE SUBSTITUTE FOR A SIGNATURE           
GUARANTEE.                                                                      

Send the letter of instruction to:                                              

--------------------------------------------------------------------------------

FOR FIRST CLASS MAIL                                                
Leuthold Funds, Inc.                                                
c/o U.S. Bancorp Fund Services, LLC                                 
P.O. Box 701                                                        
Milwaukee, WI 53201-0701                                            

FOR OVERNIGHT DELIVERY SERVICE                                      
OR REGISTERED MAIL                                                  
Leuthold Funds, Inc.                                                
c/o U.S. Bancorp Fund Services, LLC                                 
615 East Michigan Street, 3rd Floor                                 
Milwaukee, WI 53202-5207                                            

--------------------------------------------------------------------------------

PLEASE DO NOT MAIL LETTERS BY OVERNIGHT DELIVERY SERVICE OR REGISTERED MAIL TO  
THE POST OFFICE BOX ADDRESS.                                                    

HOW TO REDEEM (SELL) SHARES BY TELEPHONE                                        

Instruct U.S. Bancorp Fund Services, LLC that you want the option of redeeming  
shares by telephone. This can be done by completing the appropriate section on  
the Purchase Application. Shares held in IRAs cannot be redeemed by telephone.  
In order to arrange for telephone redemptions after an account has been opened  
or to change the bank account, or address designated to receive redemption      
proceeds, a written request must be sent to the transfer agent. The request     
must be signed by each shareholder of the account and may require a signature   
guarantee. Further documentation may be requested from                          

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corporations, executors, administrators, trustees and guardians.                

Assemble the same information that you would include in the letter of           
instruction for a written redemption request. Once a telephone transaction has  
been placed, it cannot be canceled or modified.                                 

CALL U.S. BANCORP FUND SERVICES, LLC AT 1-800-273-6886. PLEASE DO NOT CALL THE  
FUND OR THE ADVISER.                                                            

HOW TO REDEEM USING A SYSTEMATIC WITHDRAWAL PLAN                                

Instruct U.S. Bancorp Fund Services, LLC that you want to set up a Systematic   
Withdrawal Plan. This can be done by completing the appropriate section on the  
Purchase Application. You may choose to receive a minimum amount of $100 on any 
day of the month. Payments can be made by check to your address of record, or   
by electronic funds transfer through the Automated Clearing House (ACH) network 
directly to your predetermined bank account. Your Fund account must have a      
minimum balance of $10,000 to participate in this Plan. This Plan may be        
terminated at any time by the Fund and you may terminate the Plan, by           
contacting U.S. Bancorp Fund Services, LLC in writing. Any notification of      
change or termination should be provided to the transfer agent in writing at    
least 30 days prior to effective date. The Systematic Withdrawal Plan is not    
available to holders of Institutional Shares of the Fund.                       

A withdrawal under the Plan involves a redemption of shares and may result in a 
gain or loss for federal income tax purposes. In addition, if the amount        
withdrawn exceeds the dividends credited to your account, the account           
ultimately may be depleted.                                                     

HOW TO REDEEM (SELL) SHARES THROUGH SERVICING AGENTS                            

If your shares are held by a Servicing Agent, you must redeem your shares       
through the Servicing Agent. Contact the Servicing Agent for instructions on    
how to do so.                                                                   

REDEMPTION PRICE                                                                

The redemption price per share you receive for redemption requests is the next  
determined net asset value after:                                               

>    U.S. Bancorp Fund Services, LLC receives your written request in 
proper form with all required information.                  

 >    U.S. Bancorp Fund Services, LLC receives your authorized telephone
request with all required information.                      

     >    A Servicing Agent (or its designee) that has been authorized to accept
      redemption requests on behalf of the Fund receives your request in
accordance with its procedures.                             

PAYMENT OF REDEMPTION PROCEEDS                                                  

  >    For those shareholders who redeem shares by mail, U.S. Bancorp Fund
   Services, LLC will mail a check in the amount of the redemption
        proceeds no later than the seventh day after it receives the written
request in proper form with all required information.       

>    For those shareholders who redeem by telephone, U.S. Bancorp Fund
          Services, LLC will either mail a check in the amount of the redemption
proceeds no later than the seventh day after it receives the
   redemption request, or transfer the redemption proceeds to your
     designated bank account if you have elected to receive redemption
       proceeds by either Electronic Funds Transfer or wire. An Electronic
     Funds Transfer generally takes up to 3 business days to reach the
 shareholder's account whereas U.S. Bancorp Fund Services, LLC
         generally wires redemption proceeds on the business day following the
          calculation of the redemption price. However, the Fund may direct U.S.
Bancorp Fund Services, LLC to pay the proceeds of           

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        a telephone redemption on a date no later than the seventh day after
the redemption request.                                     

 >    Those shareholders who redeem shares through Servicing Agents will
       receive their redemption proceeds in accordance with the procedures
established by the Servicing Agent.                         

   >    The Fund imposes a redemption fee equal to 2% of the dollar value of
       the shares redeemed within 5 business days of the date of purchase.
 The redemption fee does not apply to shares purchased through
         reinvested distributions (dividends and capital gains) or through the
      automatic investment plan, shares held in retirement plans (if the
 plans request a waiver of the fee) or shares redeemed through
designated systematic withdrawal plans.                     

OTHER REDEMPTION CONSIDERATIONS                                                 

When redeeming shares of the Fund, shareholders should consider the following:  

>    The redemption may result in a taxable gain.                     

   >    Shareholders who redeem shares held in an IRA must indicate on their
          redemption request whether or not to withhold federal income taxes. If
not, these redemptions will be subject to federal income tax
withholding.                                                

    >    The Fund may delay the payment of redemption proceeds for up to seven
days in all cases.                                          

  >    If you purchased shares by check, the Fund may delay the payment of
      redemption proceeds until it is reasonably satisfied the check has
     cleared (which may take up to 15 days from the date of purchase).

  >    U.S. Bancorp Fund Services, LLC will send the proceeds of telephone
     redemptions to an address or account other than that shown on its
      records only if the shareholder has sent in a written request with
signatures guaranteed.                                      

   >    U.S. Bancorp Fund Services, LLC will not accept telephone redemption
requests made within 30 days after an address change.       

   >    The Fund reserves the right to refuse a telephone redemption request
      if it believes it is advisable to do so. The Fund and U.S. Bancorp
   Fund Services, LLC may modify or terminate their procedures for
        telephone redemptions at any time. Neither the Fund nor U.S. Bancorp
    Fund Services, LLC will be liable for following instructions for
        telephone redemption transactions that they reasonably believe to be
   genuine, provided they use reasonable procedures to confirm the
     genuineness of the telephone instructions. They may be liable for
     unauthorized transactions if they fail to follow such procedures.
These procedures include requiring some form of personal    
      identification prior to acting upon the telephone instructions and
         recording all telephone calls. During periods of substantial economic
          or market change, telephone redemptions may be difficult to implement.
      If a shareholder cannot contact U.S. Bancorp Fund Services, LLC by
       telephone, he or she should make a redemption request in writing in
the manner described earlier.                               

  >    U.S. Bancorp Fund Services, LLC currently charges a fee of $15 when
       transferring redemption proceeds to your designated bank account by
        wire but does not charge a fee when transferring redemption proceeds
by Electronic Funds Transfer.                               

>    If your account balance falls below $1,000 with respect to Retail
   Shares, or falls below $1,000,000 with respect to Institutional

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        Shares, for any reason, you will be given 60 days to make additional
  investments so that your account balance is $1,000 or more, or
        $1,000,000 or more, as applicable. If you do not, the Fund may close
          your account and mail the redemption proceeds to you, or, with respect
    to Institutional Shares, the Fund may convert your Institutional
  Shares to Retail Shares. Any such conversion will occur at the
  relative net asset value of the two share Classes, without the
       imposition of any fees or other charges. Where a retirement plan or
        other financial intermediary holds Institutional Shares on behalf of
     its participants or clients, the above policy applies to any such
       participants or clients when they roll over their accounts with the
retirement plan or financial intermediary into an individual
      retirement account and they are not otherwise eligible to purchase
Institutional Shares.                                       

FREQUENT PURCHASES AND REDEMPTIONS OF SHARES OF THE FUND                        

Frequent purchases and redemptions of the Fund's shares by a shareholder may    
harm other shareholders of the Fund by interfering with the efficient           
management of the Fund's portfolio, increasing brokerage and administrative     
costs, and potentially diluting the value of their shares. Accordingly, the     
Board of Directors discourages frequent purchases and redemptions of shares of  
the Fund by:                                                                    

1.   Reserving the right to reject any purchase order for any reason or no      
  reason, including purchase orders from potential investors that the Fund
     believes might engage in frequent purchases and redemptions of fund shares;

2.   Imposing a 2% redemption fee on redemptions or exchanges that occur within 
5 business days of the share purchase.                                

The redemption fee does not apply to retirement plans (if the plans request and 
receive a waiver of the fee), but otherwise applies to all investors in the     
Fund, including those who invest through omnibus accounts at intermediaries     
such as broker-dealers. The Fund relies on intermediaries to determine when a   
redemption occurs within 5 business days of purchase. Shareholders purchasing   
shares through an intermediary should contact the intermediary or refer to      
their account agreement or plan document for information about how the          
redemption fee for transactions in the intermediary's omnibus accounts works    
and any differences between the Fund's redemption fee procedures and the        
intermediary's redemption fee procedures. The right to reject an order applies  
to any order, including an order placed from an omnibus account or a retirement 
plan. Although the Fund has taken steps to discourage frequent purchases and    
redemptions of Fund shares, it cannot guarantee that such trading will not      
occur. The Fund may, in its sole discretion, waive the redemption fee in the    
case of death, disability, hardship or other limited circumstances that do not  
indicate market timing strategies.                                              

EXCHANGING SHARES 

ELIGIBLE FUNDS                                                                  
Shares of the Fund may be exchanged for shares of:                              

>    Leuthold Asset Allocation Fund (Retail Class only)               

>    Leuthold Select Equities Fund                                    

>    Leuthold Undervalued and Unloved Fund                            

>    Grizzly Short Fund                                               

>    Leuthold Core Investment Fund (Retail Class only, if open for    
investment)                                                 

>    Leuthold Select Industries Fund (if open for investment)         

>    First American Prime Obligations Fund                            

at their relative net asset values. An affiliate of U.S. Bancorp Fund Services, 
LLC, advises First                                                              

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American Prime Obligations Fund, a money market mutual fund. Please call        
1-800-273-6886 for a prospectus describing the other Leuthold Funds identified  
above and the First American Prime Obligations Fund. You may have a taxable     
gain or loss as a result of an exchange because the Internal Revenue Code       
treats an exchange as a sale of shares. The Leuthold Asset Allocation Fund, the 
Leuthold Undervalued and Unloved Fund and the Leuthold Core Investment Fund     
impose a fee equal to 2% of the dollar value of the shares exchanged within 5   
business days of the date of purchase. This fee does not apply to shares        
purchased through reinvested distributions (dividends and capital gains),       
shares held in retirement plans or shares redeemed through designated           
systematic withdrawal plans.                                                    

The exchange fee operates in the same manner as the redemption fee discussed    
above under the caption "Frequent Purchases and Redemptions of Shares of the    
Fund," including the ability of the Fund to waive the exchange fee in certain   
limited circumstances.                                                          

HOW TO EXCHANGE SHARES                                                          

1.   Read this Prospectus (and, if applicable, the prospectus for the other     
 Leuthold Funds or the First American Prime Obligations Fund) carefully.

2.   Determine the number of shares you want to exchange keeping in mind that   
exchanges are subject to a $10,000 minimum.                           

3.   Call U.S. Bancorp Fund Services, LLC at 1-800-273-6886. The transfer agent 
  currently charges a fee of $5 when exchanging proceeds by telephone. You
may also make an exchange by writing to Leuthold Funds, Inc., c/o U.S.
   Bancorp Fund Services, LLC, 3rd Floor, P.O. Box 701, Milwaukee, Wisconsin
53201-0701.                                                           

DIVIDENDS, DISTRIBUTIONS AND TAXES

The Fund distributes substantially all of its net investment income quarterly   
and substantially all of its capital gains annually. You have three             
distribution options:                                                           

AUTOMATIC REINVESTMENT OPTION -- Both dividend and capital gains distributions  
will be reinvested in additional shares of the Fund.                            

CASH DIVIDEND OPTION -- Dividends will be paid in cash and capital gains will   
be reinvested in additional shares of the Fund.                                 

ALL CASH OPTION -- Both dividend and capital gains distributions will be paid   
in cash.                                                                        

If you elect to receive your distribution in cash and the U.S. Postal Service   
cannot deliver your check, or if a check remains uncashed for six months, the   
Fund reserves the right to reinvest the distribution check in the shareholder's 
account at the Fund's then current net asset value and to reinvest subsequent   
distributions.                                                                  

You may make your distribution election on the Purchase Application. You may    
change your election by writing to U.S. Bancorp Fund Services, LLC or by        
calling 1-800-273-6886.                                                         

The Fund's distributions, whether received in cash or additional shares, may be 
subject to federal and state income tax. These distributions may be taxed as    
ordinary income (although a portion of the Fund's dividends may be taxable to   
investors at the lower rate applicable to dividend income) and capital gains    
(which may be taxed at different rates depending on the length of time the Fund 
holds the assets generating the capital gains). The Fund expects that normally  
its distributions will consist of both ordinary income (including dividend      
income) and long-term capital gains.                                            

FINANCIAL HIGHLIGHTS  

The Fund is newly organized and therefore has not yet had any operations as of  
the date of this Prospectus.                                                    

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16 PROSPECTUS                                                                   

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LEUTHOLD WEEDEN CAPITAL MANAGEMENT &  
LEUTHOLD FUNDS, INC.
NOTICE OF PRIVACY POLICY & PRACTICES  

Leuthold(1) recognizes and respects the privacy expectations of our customers.  
We are providing this notice to you so that you will know what kinds of         
information we collect about our customers and the circumstances in which that  
information may be disclosed to third parties not affiliated with Leuthold.     

We collect non-public personal information about our customers from the         
following sources:                                                              

o    ACCOUNT APPLICATIONS AND OTHER FORMS, which may include a customer's name, 
address, social security number and information about a customer's    
investment goals and risk tolerance;                                  

o    ACCOUNT HISTORY, including information about the transactions and balances 
in a customer's accounts; and                                         

o    CORRESPONDENCE, written, telephonic or electronic between a customer and   
Leuthold or service providers to Leuthold.                            

We may disclose all of the information described above to certain third parties 
who are not affiliated with Leuthold to process or service a transaction at     
your request or as permitted by law - for example, sharing information with     
companies who maintain or service customer accounts for Leuthold is permitted   
and is essential for us to provide you with necessary or useful services with   
respect to your accounts.                                                       

We maintain, and require service providers to Leuthold to maintain, policies    
designed to ensure only appropriate access to, and use of, information about    
our customers and to maintain physical, electronic and procedural safeguards    
that comply with federal standards to guard non-public personal information of  
our customers. When information about Leuthold's customers is disclosed to      
non-affiliated third parties, we require that the third party maintain the      
confidentiality of the information disclosed and limit the use of information   
by the third party solely to the purposes for which the information is          
disclosed or as otherwise permitted by law.                                     

We permit only authorized individuals who are trained in the proper handling of 
individual investor information, and who need to access this information to     
perform their duties, to have access to your personal information. In addition, 
all of our employees are subject to our internal policies, which are reinforced 
in our Employee Manual and we maintain physical, electronic and procedural      
safeguards to protect your nonpublic personal information from unauthorized     
use.                                                                            

We will adhere to the policies and practices described in this notice           
regardless of whether you are a current or former customer of Leuthold.         

---------------                                                                 
(1)  For purposes of this notice, the term "Leuthold" includes Leuthold Weeden  
Capital Management and Leuthold Funds, Inc.                           

NOT PART OF THE PROSPECTUS. 

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To learn more about the Leuthold Global Fund, you may want to read its          
Statement of Additional Information (or "SAI") which contains additional        
information about the Fund. The Fund has incorporated by reference, the SAI     
into the Prospectus. This means that you should consider the contents of the    
SAI to be part of the Prospectus.                                               

The SAI is available to shareholders and prospective investors without charge,  
simply by calling U.S. Bancorp Fund Services, LLC at 1-800-273-6886. The Fund   
also makes available the SAI, free of charge, on its Internet website           
(http://www.leutholdfunds.com).                                                 

Prospective investors and shareholders who have questions about the Fund may    
also call the following number or write to the following address.               

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Leuthold Funds, Inc.                                    
100 North Sixth Street, Suite 412A                      
Minneapolis, MN 55403                                   
1-888-200-0409                                          

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The general public can review and copy information about the Fund (including    
the SAI) at the Securities and Exchange Commission's Public Reference Room in   
Washington, D.C. (Please call 1-202-942-8090 for information on the operations  
of the Public Reference Room.) Reports and other information about the Fund are 
also available on the EDGAR Database on the Securities and Exchange             
Commission's Internet site at http://www.sec.gov and copies of this information 
may be obtained, upon payment of a duplicating fee, by electronic request at    
the following E-mail address: publicinfo@sec.gov, or by writing to:             

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Public Reference Section                                
Securities and Exchange Commission                      
Washington, D.C. 20549-0102                             

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Please refer to the Fund's Investment Company Act File No. 811-09094 when       
seeking information about the Fund from the Securities and Exchange Commission. 

Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This 497 Filing		Date		First		Last			Other Filings
Filed On / Filed As Of / Effective As Of		1/30/08
		1/31/08		1
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