LOU HOLLAND TRUST
N-30D, 1997-09-05
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                                   LOU HOLLAND
- --------------------------------------------------------------------------------
                                   GROWTH FUND

- --------------------------------------------------------------------------------
LETTER TO           Dear Shareholder:
SHAREHOLDERS
AUGUST 1997         Thank you for your investment in the Lou Holland Growth
                    Fund. We are dedicated to achieving high quality service and
                    superior long-term performance.

                    FUND REVIEW
                    We are pleased to report that the Fund returned 16.51%
                    during the first half of 1997, trailing the performance of
                    the S&P 500 index of 20.6%, but outperforming the Lipper
                    General U.S. Equity Funds average return of 12.99%, and the
                    Lipper Growth Funds average return of 14.28%. The majority
                    of the underperformance year-to-date and since inception
                    occurred during the first quarter when the total net asset
                    value declined 1.2% compared to a gain of 2.7% for the S&P
                    500 index. Over the last several years there has been a wide
                    divergence of performance between large stocks and small
                    stocks, with the 50 largest market capitalization stocks in
                    the S&P 500 index representing more than half of the weight
                    in the index and a significant percentage of the total
                    return. First quarter performance was impaired by a lack of
                    concentration in large stocks and underperformance in
                    technology, finance, and consumer stocks. In the second
                    quarter, interest rates declined sparking a rally in
                    financial, healthcare, and small stocks, and the Fund
                    returned 17.9% vs. 17.5% for the S&P 500 index.

                    MARKET REVIEW AND OUTLOOK
                    I commented in our February shareholder letter that, "It
                    doesn't get any better than this." Well, I happily erred in
                    my judgment. The market has gotten better with the S&P 500
                    index gaining 30% through July, all of which occurred since
                    the mid-April correction of 9-10%. The cumulative total
                    return for the S&P 500 index over the last 3 years through
                    July is 123% (30.7% annualized). If the market ends the year
                    up 20% or more, this will be the first time in the history
                    of the U.S. stock market that stocks have returned 20% or
                    more for three consecutive years. The secular bull market
                    that began in 1982 by most measures is the most powerful in
                    history with only one negative return year (-3.1% in 1990).

                    Why have the U.S. financial markets prospered since the
                    early 1980's? We have dramatically changed our focus from
                    consumption and non-strategic alliances, to savings,
                    investment, restructuring, and strategic alliances in order
                    to be globally competitive. In the mid-1980's the U.S. was
                    the global high cost producer and today it is the global low
                    cost producer. This dramatic increase in productivity is
                    probably the single most important factor contributing to
                    this long economic expansion and prolonged period of low
                    inflation. The economy has had only one mild economic
                    recession since 1982 that lasted only eight months.

                    While corporate earnings have been good since early 1992,
                    they have been somewhat slower than previous economic
                    expansions. The sub par performance was caused primarily by
                    the lack of pricing power in a low inflationary, globally
                    competitive environment.

                    The principal driver of stock price performance since 1982
                    has been the dramatic increase in price earnings ratios from
                    less than 8 times in 1982 to over 20 times in 1997. During
                    periods of low inflation, stocks have historically sold at
                    high multiples. The last prolonged period of inflation below
                    3%, was back in the late 1950's and early 1960's with price
                    earnings ratios peaking at 22-23 times earnings just in
                    advance of the 1962 bear market.
<PAGE>
                                   LOU HOLLAND
- --------------------------------------------------------------------------------
                                   GROWTH FUND

                    What are our current views? We believe that with the U.S.
                    Government becoming fiscally more responsible and corporate
                    America getting its house in order, moderate economic
                    growth, good corporate earnings, and low inflation will
                    continue. We do not believe, however, that the compound
                    annual rate of return of 19.7% achieved since August of 1982
                    is achievable into the next millennium. While we expect the
                    stock market to be volatile over the next 6-18 months, we
                    reaffirm our long-term bullish outlook for stocks, but
                    believe investors will have to reduce their performance
                    expectations to historical rates of return versus the high
                    rates of returns achieved over the last 15 years.

                    Sincerely,
                    /s/Louis A. Holland
                    Louis A. Holland
                    President

Line Chart:
LOU HOLLAND GROWTH FUND'S TOTAL RETURN VS. THE S&P 500
              Growth Fund      S&P 500
 4/29/96      10000            10000
 6/30/96      10520            10296
 9/30/96      10910            10615
12/31/96      11462            11500
 3/31/97      11329            11809
 6/30/97      13335            13870

- --------------------------------------------------------------------------------
                          Average Annual Rate of Return
                         for Periods Ended June 30, 1997

                                                   Since Inception
                   FISCAL YEAR-TO-DATE      1 YEAR         4/29/96

Growth Fund              16.51%             26.94%          28.05%
S&P 500                  20.61%             34.70%          32.35%

- --------------------------------------------------------------------------------
THE S&P 500 STOCK INDEX IS AN UNMANAGED BUT COMMONLY USED MEASURE OF COMMON
STOCK TOTAL RETURN PERFORMANCE. THIS CHART ASSUMES AN INITIAL GROSS INVESTMENT
OF $10,000 MADE ON 4/29/96 (COMMENCEMENT OF OPERATIONS). RETURNS SHOWN INCLUDE
THE REINVESTMENT OF ALL DIVIDENDS. IN THE ABSENCE OF FEE WAIVERS AND
REIMBURSEMENTS, TOTAL RETURN WOULD BE REDUCED. PAST PERFORMANCE IS NOT
PREDICTIVE OF FUTURE PERFORMANCE. INVESTMENT RETURN AND PRINCIPAL VALUE WILL
FLUCTUATE, SO THAT YOUR SHARES, WHEN REDEEMED, MAY BE WORTH MORE OR LESS THAN
THE ORIGINAL COST.
<PAGE>

                                   LOU HOLLAND
- --------------------------------------------------------------------------------
                                   GROWTH FUND

<TABLE>
<CAPTION>
STATEMENT OF ASSETS AND LIABILITIES
JUNE 30, 1997
(UNAUDITED)
<S>                                       <C>
ASSETS:
   Investments, at value
     (cost $3,181,349)                    $4,061,197
   Deferred organization charges              58,742
   Dividends receivable                        3,383
   Interest receivable                           683
   Other assets                                9,062
                                          ----------
   Total assets                            4,133,067
                                          ----------

LIABILITIES:
   Payable to Investment Manager               2,898
   Accrued expenses and other
     liabilities                              26,579
                                          ----------
   Total Liabilities                          29,477
                                          ----------

NET ASSETS                                $4,103,590
                                          ==========

NET ASSETS CONSIST OF:
   Capital stock                          $3,223,965
   Undistributed net investment
     income                                      573
   Undistributed net realized
     loss on investments                        (796)
   Net unrealized appreciation
     on investments                          879,848
                                          ----------
   Total Net Assets                       $4,103,590
                                          ==========

Shares outstanding (no par,
   unlimited shares authorized)              312,800

   Net Asset Value, Redemption
     Price and Offering Price
     Per Share                                $13.12
                                          ==========

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 1997
(UNAUDITED)
<S>                                                <C>
INVESTMENT INCOME:
   Dividend income*                                  $19,538
   Interest income                                     4,290
                                                   ---------
   Total Investment Income                            23,828
                                                   ---------

EXPENSES:
   Investment management fee                          14,642
   Administration fee                                 13,539
   Shareholder servicing and
     accounting costs                                 21,781
   Custody fees                                        8,387
   Federal and state registration                      3,691
   Professional fees                                   7,828
   Amortization of deferred
     organization charges                              9,051
   Reports to shareholders                             8,209
   Other                                               3,138
                                                   ---------
   Total expenses before
     reimbursement                                    90,266
   Less: Reimbursement from
     Investment Manager                              (67,011)
                                                   ---------
   Net Expenses                                       23,255
                                                   ---------
NET INVESTMENT INCOME                                    573
                                                   ---------
REALIZED AND UNREALIZED
   GAIN ON INVESTMENTS:
   Net realized (loss) on investments                   (114)
   Change in unrealized appreciation
     on investments                                  545,095
                                                   ---------
   Net realized and unrealized gain
     on investments                                  544,981
                                                   ---------
NET INCREASE IN NET
   ASSETS RESULTING FROM
   OPERATIONS                                       $545,554
                                                   =========
* NET OF FOREIGN TAXES WITHHELD                     $    264
                                                   =========
</TABLE>
<PAGE>


                                   LOU HOLLAND
- --------------------------------------------------------------------------------
                                   GROWTH FUND
<TABLE>
<CAPTION>

STATEMENT OF CHANGES IN NET ASSETS
                                                      SIX MONTHS         APRIL 29, 1996 (1)
                                                         ENDED                 THROUGH
                                                     JUNE 30, 1997        DECEMBER 31, 1996
                                                     -------------       ------------------
                                                      (UNAUDITED)
<S>                                                  <C>                 <C>
OPERATIONS:
   Net investment income                              $      573             $      612
   Net realized gain (loss) on investments                  (114)                 7,076
   Change in unrealized
     appreciation on investments                         545,095                334,753
                                                      ----------             ----------
   Net increase in net assets
     from operations                                     545,554                342,441
                                                      ----------             ----------
DISTRIBUTIONS TO
   SHAREHOLDERS:
   From net investment income                             --                    (12,338)
   From net realized gains                                (5,677)               (33,089)
                                                      ----------             ----------
                                                          (5,677)               (45,427)
                                                      ----------             ----------
CAPITAL SHARE
   TRANSACTIONS:
   Proceeds from shares sold                             915,964              2,879,746
   Shares issued to holders in
     reinvestment of dividends                             5,677                 45,427
   Cost of shares redeemed                              (218,599)              (361,516)
                                                      ----------             ----------
   Net increase in net assets from
     capital share transactions                          703,042              2,563,657
                                                      ----------             ----------

TOTAL INCREASE IN
   NET ASSETS                                          1,242,919              2,860,671
                                                      ----------             ----------

NET ASSETS:
   Beginning of period                                 2,860,671                      0
                                                      ----------             ----------
   End of period (including undistributed
     net investment income of $573 and
     $0, respectively)                                $4,103,590             $2,860,671
                                                      ==========             ==========

(1)  Commencement of operations.


See notes to the financial statements.
</TABLE>
<PAGE>

                                   LOU HOLLAND
- --------------------------------------------------------------------------------
                                   GROWTH FUND
<TABLE>
<CAPTION>
FINANCIAL HIGHLIGHTS
                                                    JANUARY 1, 1997      APRIL 29, 1996 (1)
                                                        THROUGH                THROUGH
                                                     JUNE 30, 1997        DECEMBER 31, 1996
                                                     -------------       ------------------
                                                      (UNAUDITED)
Per Share Data:
<S>                                                     <C>                      <C>   
Net asset value, beginning of period                    $11.28                  $10.00
                                                        ------                  ------

Income from investment operations:
   Net investment income                                  0.00                    0.00
   Net realized and unrealized
     gains on investments                                 1.86                    1.46
                                                        ------                  ------
   Total from investment operations                       1.86                    1.46
                                                        ------                  ------

Less distributions:
   Dividends from net
     investment income                                     --                    (0.05)
   Dividends from capital gains                          (0.02)                  (0.13)
                                                        ------                  ------
   Total distributions                                   (0.02)                  (0.18)
                                                        ------                  ------

   Net asset value, end of period                       $13.12                  $11.28
                                                        ======                  ======


Total return (2)                                         16.51%                 14.62%

Supplemental data and ratios:
   Net assets, end of period                         $4,103,590             $2,860,671

   Ratios of expenses to average net assets (3)
     Before expense reimbursement                         5.23%                  6.50%
     After expense reimbursement                          1.35%                  1.35%

   Ratio of net investment income (loss)
     to average net assets (3)
     Before expense reimbursement                       (3.85)%                 (5.11)%
     After expense reimbursement                         0.03%                   0.04%

   Portfolio turnover rate                              14.41%                  30.48%

   Average commission rate paid                         $0.0625                 $0.0610

<FN>
(1)  Commencement of operations.
(2)  Not annualized.
(3)  Annualized.
</FN>
</TABLE>


See notes to the financial statements.

<PAGE>

                                   LOU HOLLAND
- --------------------------------------------------------------------------------
                                   GROWTH FUND
<TABLE>
<CAPTION>
SCHEDULE OF INVESTMENTS
JUNE 30, 1997
(UNAUDITED)

  NUMBER                                      MARKET
OF SHARES                                      VALUE
- ---------                                   --------
<S>         <C>                             <C>
            COMMON STOCKS - 95.3%
            AUTO & TRANSPORTATION - 1.2%
     825    Magna International, Inc.       $ 49,655
                                            --------

            CONSUMER DISCRETIONARY - 12.3%
   2,025    American Management
             Systems, Inc. #                  54,169
   2,875    Brinker International, Inc. #     40,969
   1,500    Carnival Corporation              61,875
   1,862    CUC International, Inc. #         48,063
     425    Walt Disney Company               34,106
     650    Home Depot, Inc.                  44,809
     850    Lowe's Companies, Inc.            31,556
   2,125    Service Corporation
             International                    69,859
   4,275     Sunglass Hut International,
             Inc. #                           26,986
   2,250    Viking Office Products, Inc. #    42,750
   1,425    Wal-Mart Stores, Inc.             48,183
                                            --------
                                             503,325
                                            --------

            CONSUMER STAPLES - 11.3%
   1,225    Albertson's, Inc.                 44,712
     950    Colgate-Palmolive Company         61,988
   1,000    Gillette Company                  94,750
   1,500    PepsiCo, Inc.                     56,344
   1,400    Philip Morris Companies, Inc.     62,125
     500    The Proctor & Gamble
             Company                          70,625
   1,350    Walgreen Company                  72,394
                                            --------
                                             462,938
                                            --------
<PAGE>
<CAPTION>
  NUMBER                                      MARKET
OF SHARES                                      VALUE
- ---------                                   --------
<S>         <C>                             <C>
            FINANCIAL SERVICES - 15.6%
     575    American International
             Group, Inc.                    $ 85,891
   1,325    Automatic Data Processing, Inc.   62,275
     575    Chase Manhattan Corporation       55,811
     550    Citicorp                          66,309
   1,625    Concord EFS, Inc. #               42,047
   1,375    Fannie Mae                        59,984
     850    First Commerce Corporation        37,400
     975    First Data Corporation            42,839
   1,375    Freddie Mac                       47,266
     600    MBIA, Inc.                        67,686
   1,325    Norwest Corporation               74,531
                                            --------
                                             642,039
                                            --------

            HEALTH CARE - 19.4%
     850    Abbott Laboratories               56,737
     975    Elan Corporation PLC ADR #        44,119
     675    Eli Lilly & Company               73,786
   1,450    Johnson & Johnson                 93,344
     875    Medtronic, Inc.                  70,875
     825    Merck & Co., Inc.                 85,388
   1,925    Nellcor Puritan Bennett, Inc. #   34,891
     750    Pfizer, Inc.                      89,625
   1,450    Schering-Plough Corporation       69,419
     750    Smithkline Beecham PLC ADR        68,719
   1,400    Sola International, Inc. #        46,900
     500    Warner-Lambert Company            62,125
                                            --------
                                             795,928
                                            --------
<PAGE>

                                   LOU HOLLAND
- --------------------------------------------------------------------------------
                                   GROWTH FUND

SCHEDULE OF INVESTMENTS
JUNE 30, 1997
(UNAUDITED)
<CAPTION>
  NUMBER                                      MARKET
OF SHARES                                      VALUE
- ---------                                   --------
<S>         <C>                             <C>
            INTEGRATED OILS - 5.1%
     425    Amoco Corporation               $ 36,948
   1,150    Enron Corporation                 46,934
     550    Mobil Corporation                 38,431
     900    Royal Dutch Petroleum
             Company ADR                      48,937
     300    Schlumberger N.V.                 37,500
                                            --------
                                             208,750
                                            --------

            MATERIALS & PROCESSING - 4.0%
     650    Fluor Corporation                 35,872
   1,650    Jacobs Engineering Group, Inc. #  44,344
   1,025    Kimberly-Clark Corporation        50,994
   1,050    Valspar Corporation               31,106
                                            --------
                                             162,316
                                            --------

            OTHER - 4.2%
   1,950    Federal Signal Corporation        48,994
   1,900    General Electric Company         124,212
                                            --------
                                             173,206
                                            --------

            PRODUCER DURABLES - 2.6%
   1,500    Boeing Company                    79,594
     350    W.W. Grainger, Inc.               27,366
                                            --------
                                             106,960
                                            --------
<PAGE>
<CAPTION>
  NUMBER                                      MARKET
OF SHARES                                      VALUE
- ---------                                   --------
<S>         <C>                             <C>

            TECHNOLOGY - 16.4%
   1,375    Cisco Systems, Inc. #           $ 92,297
     875    Computer Associates
             International, Inc.              48,727
     475    EMC Corporation #                 18,525
     700    Electronic Data Systems
             Corporation                      28,700
   1,375    Telefonaktiebolaget LM
             Ericsson ADR                     54,141
   1,850    Hewlett-Packard Company          103,600
     675    Intel Corporation                 95,723
     625    LSI Logic Corporation #           20,000
     900    Lucent Technologies, Inc.         64,856
     600    Microsoft Corporation #           75,825
   1,425    Oracle Corporation #              71,784
                                         -----------
                                             674,178
                                         -----------

            UTILITIES - 3.2%
   1,250    GTE Corporation                   54,844
     975    MCI Communications
             Corporation                      37,324
   1,250    WorldCom, Inc. #                  40,000
                                         -----------
                                             132,168
                                         -----------
            Total common stocks
             (cost $3,031,615)             3,911,463
                                         -----------
<PAGE>

                                   LOU HOLLAND
- --------------------------------------------------------------------------------
                                   GROWTH FUND

SCHEDULE OF INVESTMENTS
JUNE 30, 1997
(UNAUDITED)
<PAGE>
<CAPTION>
  NUMBER                                      MARKET
OF SHARES                                      VALUE
- ---------                                   --------
<S>         <C>                             <C>

            SHORT-TERM INVESTMENTS - 3.7%
            VARIABLE RATE DEMAND
             NOTES - 3.7%
$119,230    Johnson Controls, Inc.          $  119,230
  30,504    Wisconsin Electric Power Co.        30,504
                                            ----------
            Total variable rate demand
             notes (cost $149,734)             149,734
                                            ----------

            Total investments - 99.0%
             (cost $3,181,349)               4,061,197
                                            ----------

            Other assets in excess of
             liabilities - 1.0%                 42,393
                                            ----------

            TOTAL NET ASSETS -
            100.0%                          $4,103,590
                                            ==========

<FN>
#   Non-income producing security.
</FN>

See notes to the financial statements.
</TABLE>

<PAGE>

                                   LOU HOLLAND
- --------------------------------------------------------------------------------
                                   GROWTH FUND


NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED)

- --------------------------------------------------------------------------------
1. ORGANIZATION            The Lou Holland Trust (the "Trust") was organized on
AND SIGNIFICANT            December 20, 1995, as a Delaware business trust and 
ACCOUNTING                 is registered as a no-load, open-end diversified 
POLICIES                   management investment company under the Investment 
                           Company Act of 1940 (the "1940 Act"). The Trust is
                           organized as a series company and currently consists
                           of one series, the Growth Fund (the "Fund").
                           The principle investment objective of the Fund is to
                           seek long-term growth of capital by investing
                           primarily in common stocks of growth companies, with
                           the receipt of dividend income as a secondary
                           consideration. The Fund commenced operations on 
                           April 29, 1996.

                           The costs incurred in connection with the
                           organization, initial registration and public
                           offering of shares, aggregating $76,688, have been
                           paid by Holland Capital Management, L.P. (the
                           "Investment Manager"). These costs are being
                           amortized over the period of benefit, but not to
                           exceed sixty months from the Fund's commencement of
                           operations.

                           The following is a summary of significant accounting
                           policies consistently followed by the Fund.

                           a) Investment Valuation - Common stocks and other
                           equity-type securities that are listed on a
                           securities exchange are valued at the last quoted
                           sales price on the day the valuation is made. Price
                           information on listed stocks is taken from the
                           exchange where the security is primarily traded.
                           Securities which are listed on an exchange but which
                           are not traded on the valuation date are valued at
                           the most recent bid prices. Unlisted securities for
                           which market quotations are readily available are
                           valued at the latest quoted bid price. Debt
                           securities are valued at the latest bid prices
                           furnished by independent pricing services. Other 
                           assets and securities for which no quotations are 
                           readily available are valued at fair value as 
                           determined in good faith by the Investment Manager 
                           under the supervision of the Board of Trustees. 
                           Short-term instruments (those with remaining 
                           maturities of 60 days or less) are valued
                           at amortized cost, which approximates market.

                           b) Federal Income Taxes - It is the Fund's policy to
                           meet the requirements of the Internal Revenue Code
                           applicable to regulated investment companies and the
                           Fund intends to distribute investment company net
                           taxable income and net capital gains to shareholders.
                           Therefore, no federal income tax provision is
                           required.

                           c) Distributions to Shareholders - Dividends from net
                           investment income and distributions of net realized
                           capital gains, if any, will be declared and paid at
                           least annually.
<PAGE>
                           d) Use of Estimates - The preparation of financial
                           statements in conformity with generally accepted
                           accounting principles 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.

                           e) Foreign Securities - Investing in securities of 
                           foreign companies and foreign governments involves 
                           special risks and considerations not typically
                           associated with investing in U.S. companies and the 
                           U.S. government. These risks include revaluation of 
                           currencies and future adverse political and
                           economic developments. Moreover, securities of many
                           foreign companies and foreign governments and their 
                           markets may be less liquid and their prices
                           more volatile than those of securities of comparable
                           U.S. companies and the U.S. government.

                           f) Other - Investment and shareholder transactions
                           are recorded on the trade date. The Fund determines
                           the gain or loss realized from the investment
                           transactions by comparing the original cost of the
                           security lot sold with the net sales proceeds.
                           Dividend income is recognized on the ex-dividend date
                           or as soon as information is available to the Fund,
                           and interest income is recognized on an accrual
                           basis. Generally accepted accounting principles
                           require that permanent financial reporting and tax
                           differences be reclassified to capital stock.

- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
2. CAPITAL  SHARE          Transactions in shares of the Fund were as follows:
TRANSACTIONS                                                           SIX MONTHS             APRIL 29, 1996
                                                                          ENDED                   THROUGH
                                                                      JUNE 30, 1997          DECEMBER 31, 1996
                                                                      -------------         ------------------
<S>                                                                   <C>                      <C>    
                           Shares sold                                 77,435                    281,119
                           Shares issued to holders in
                             reinvestment of dividends                    480                      4,027
                           Shares redeemed                            (18,701)                   (31,560)
                                                                      -------                   --------
                           Net increase                                59,214                    253,586
                                                                      =======                   ========
</TABLE>
<PAGE>

- --------------------------------------------------------------------------------
3. INVESTMENT              The aggregate purchases and sales of investments, 
TRANSACTIONS               excluding short-term investments, by the Fund for 
                           the six months ended June 30, 1997, were
                           $1,065,360 and $469,975, respectively.

                           At June 30, 1997, gross unrealized appreciation and
                           depreciation of invest ments for tax purposes were as
                           follows:

                           Appreciation                              $1,141,248
                           (Depreciation)                               (66,957)
                                                                     ----------
                           Net appreciation on investments           $1,074,291
                                                                    ===========
                           At the close of business on May 2, 1996, the partners
                           of The Holland Fund, L.P. transferred their assets to
                           the Fund. As a result of the tax-free transfer the
                           Fund acquired $243,721 of unrealized appreciation for
                           tax purposes. As of June 30, 1997, the Fund realized
                           $44,382 of the appreciation.

                           At June 30, 1997, the cost of investments for federal
                           income tax purposes was $2,986,906.

- --------------------------------------------------------------------------------
4. AGREEMENTS              The Fund has entered into an Investment Management 
                           and Administration Agreement with Holland Capital  
                           Management, L.P. Pursuant to its management agreement
                           with the Fund, the Investment Manager is entitled to 
                           receive a fee, calculated daily and payable monthly,
                           at the annual rate of 0.85% as applied to the Fund's
                           daily net assets up to $500 million. The fee 
                           declines at specified breakpoints as assets increase.

                           The Investment Manager voluntarily agrees to
                           reimburse its management fee and other expenses to
                           the extent that total operating expenses (exclusive
                           of interest, taxes, brokerage commissions and other
                           costs incurred in connection with the purchase or
                           sale of portfolio securities, and extraordinary
                           items) exceed the annual rate of 1.35% of the net
                           assets of the Fund, computed on a daily basis. This
                           voluntary reimbursement shall be in effect for a
                           period of one year from the Fund's commencement of
                           operations and may be terminated thereafter under the
                           approval of the Board of Trustees.

                           HCM Investments, Inc. serves as principal underwriter
                           and the Distributor of the shares of the Fund
                           pursuant to a Distribution Agreement between the
                           Distributor and the Trust. The Distributor is an
                           affiliate of the Investment Manager. The Fund's
                           shares are sold on a no-load basis and, therefore,
                           the Distributor receives no sales commission or sales
                           load for providing services to the Fund. The Fund has
                           not currently entered into any plan or agreement for
                           the payment of fees pursuant to Rule 12b-1 under the
                           1940 Act.

                           Firstar Trust Company, a subsidiary of Firstar
                           Corporation, a publicly held bank holding company,
                           serves as custodian, transfer agent, administrator
                           and accounting services agent for the Fund.

<PAGE>

- -------------------------------------------------------------------------------
                              TRUSTEES AND OFFICERS

LOUIS A. HOLLAND, President, Trustee, and
Chairman of the Board of Trustees
Managing Partner and Chief Investment Officer, 
Holland Capital Management, L.P. and President, 
Treasurer, and Director, HCM Investments, Inc.

MONICA L. WALKER, Secretary and Trustee
Portfolio Manager, Holland Capital Management, L.P.
Vice President, HCM Investments, Inc.

LAURA J. JANUS, Treasurer
Portfolio Manager, Holland Capital Management, L.P.
Vice President, HCM Investments, Inc.

LESTER H. MCKEEVER, JR., Trustee
Managing Partner, Washington, Pittman & McKeever
Certified Public Accountants & Management Consultants

KENNETH R. MEYER, Trustee
Executive Vice President and Managing Director
Lincoln Capital Management Company

JOHN D. MABIE, Trustee
President, Mid-Continent Capital


MANAGER
Holland Capital Management, L.P.
35 West Wacker Drive, Suite 3260
Chicago, IL 60601
Telephone (312) 553-1000

CUSTODIAN AND TRANSFER AGENT
Firstar Trust Company
Mutual Fund Services
P.O. Box 701
Milwaukee, Wisconsin 53201-0701
Telephone (800) 295-9779

INDEPENDENT AUDITOR
Deloitte & Touche LLP
Chicago, IL

LEGAL COUNSEL
Katten Muchin & Zavis
Washington, D.C.

                                  LOU HOLLAND
                                  GROWTH FUND

     
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                                                            SEMI-ANNUAL REPORT
                                                                 June 30, 1997



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