U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer: LEUTHOLD FUNDS, INC.
100 NORTH SIXTH STREET
SUITE 700A
MINNEAPOLIS, MN 55403
2. Name of each series or class of funds for which this notice is filed:
Leuthold Asset Allocation Fund Series of Common Stock, $.0001 par
value
3. Investment Company Act File Number: 811-9094
Securities Act File Number: 33-96634
4. Last day of fiscal year for which this notice is filed:
SEPTEMBER 30, 1996
5. Check box if this notice is being filed more than 180 days after the
close of the issuer's fiscal year for purposes of reporting
securities sold after the close of the fiscal year but before
termination of the issuer's 24f-2 declaration: [ ]
6. Date of termination of issuer's declaration under rule 24f-2 (a)(1),
if applicable (see Instruction A.6):
NOT APPLICABLE
7. Number and amount of securities of the same class or series which had
been registered under the Securities Act of 1933 other than pursuant
to rule 24f-2 in a prior fiscal year, but which remained unsold at
the beginning of the fiscal year:
0
8. Number and amount of securities registered during the fiscal year
other than pursuant to rule 24f-2:
0
9. Number and aggregate sale price of securities sold during the fiscal
year:
NUMBER: 4,073,001
AMOUNT: $40,853,936
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
NUMBER: 4,073,001
AMOUNT: $40,853,936
11. Number and aggregate sale price of securities issued during the
fiscal year in connection with dividend reinvestment plans, if
applicable (see Instruction B.7):
NUMBER: 102,850
AMOUNT: $1,037,552
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the fiscal year
in reliance on rule 24f-2 (from Item 10):
$40,853,936
-----------
(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable):
+$ 1,037,552
-----------
(iii) Aggregate price of shares redeemed or repurchased during the
fiscal year (if applicable):
-$10,626,896
-----------
(iv) Aggregate price of shares redeemed or repurchased and
previously applied as a reduction to filing fees pursuant to
rule 24e-2 (if applicable):
+ 0
-----------
(v) Net aggregate price of securities sold and issued during the
fiscal year in reliance on rule 24f-2 [line (i), plus line
(ii), less line (iii), plus line (iv)] (if applicable):
$31,264,592
-----------
(vi) Multiplier prescribed by Section 6(b) of the Securities Act of
1933 or other applicable law or regulation (see Instruction
C.6):
x 1/3300
-----------
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]:
$9,474
======
Instruction: Issuers should complete lines (ii), (iii), (iv),
and (v) only if the form is being filed within 60 days after the
close of the issuer's fiscal year. See Instruction C.3.
13. Check box if fees are being remitted to the Commission's lockbox
depository as described in Section 3a of the Commission's Rules of
Informal and Other Procedures (17 CFR 202.3a).
[X]
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository:
November 20, 1996
SIGNATURES
This report has been signed below by the following persons on
behalf of the issuer and in the capacities and on the dates
indicated.
By (Signature and Title) * /s/Elizabeth Page
Elizabeth Page
Vice President
Date November 19, 1996
*Please print the name and title of the signing officer below
the signature.
F O L E Y & L A R D N E R
A T T O R N E Y S A T L A W
CHICAGO FIRSTAR CENTER SAN DIEGO
JACKSONVILLE 777 EAST WISCONSIN AVENUE SAN FRANCISCO
LOS ANGELES MILWAUKEE, WISCONSIN 53202-5367 TALLAHASSEE
MADISON TELEPHONE (414) 271-2400 TAMPA
ORLANDO FACSIMILE (414) 297-4900 WASHINGTON, D.C.
SACRAMENTO WEST PALM BEACH
WRITER'S DIRECT LINE
November 21, 1996
Leuthold Funds, Inc.
100 North Sixth Street
Suite 700A
Minneapolis, Minnesota 55403
Gentlemen:
We have acted as counsel for you in connection with the
preparation of a Registration Statement on Form N-1A and amendments
thereto relating to the sale by you of an indefinite amount of Leuthold
Funds, Inc. Common Stock, $.0001 par value (such Common Stock being
hereinafter referred to as the "Stock"), in the manner set forth in the
Registration Statement. In this connection, we have examined: (a) the
Registration Statement on Form N-1A and all amendments thereto; (b) the
Rule 24f-2 Notice for Leuthold Funds, Inc. dated November 19, 1996;
(c) corporate proceedings relative to the authorization for issuance of
shares of the Stock; and (d) such other proceedings, documents and records
as we deemed necessary to enable us to render this opinion.
Based on the foregoing, we are of the opinion that the shares of
Stock sold in the fiscal year ended September 30, 1996 in reliance upon
registration pursuant to Rule 24f-2 under the Investment Company Act of
1940 and in the manner set forth in the Registration Statement were
legally issued, fully paid and nonassessable. We have not examined the
stock register books of the Leuthold Asset Allocation Fund series of
Leuthold Funds, Inc. In opining that the shares of Stock sold in the fiscal
year ended September 30, 1996 were fully paid, we have relied upon a
certificate of an officer of Leuthold Funds, Inc. as to the consideration
received for such shares.
We hereby consent to the use of this opinion in connection with
the filing of the Rule 24f-2 Notice for Leuthold Funds, Inc. for its
fiscal year ended September 30, 1996. In giving this consent, we do not
admit that we are experts within the meaning of Section 11 of the
Securities Act of 1933, as amended, or within the category of persons
whose consent is required by Section 7 of said Act.
Very truly yours,
FOLEY & LARDNER
