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: THE LOU HOLLAND TRUST
35 WEST WACKER DRIVE
SUITE 3260
CHICAGO, IL 60601
2. Name of each series or class of funds for which this notice
is filed:
GROWTH FUND
3. Investment Company Act File Number: 811-07533
Securities Act File Number: 333-00935
4. Last day of fiscal year for which this notice is filed:
DECEMBER 31, 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: 281,119
AMOUNT: $2,879,746
10. Number and aggregate sale price of securities sold during
the fiscal year in reliance upon registration pursuant to rule
24f-2:
NUMBER: 281,119
AMOUNT: $2,879,746
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: 4,027
AMOUNT: $45,427
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):
$2,879,746
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if applicable):
+$ 45,427
(iii) Aggregate price of shares redeemed or repurchased during
the fiscal year (if applicable):
-$361,516
(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):
$2,563,657
(vi) Multiplier prescribed by Section 6(b) of the Securities
Act of 1933 or other applicable law or regulation (see
Instruction C.6):
x1/3300
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]:
$777
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:
February 25, 1997
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/ Monica Walker
Monica Walker
Secretary
Date February 26, 1997
*Please print the name and title of the signing officer below
the signature.
February 25, 1997
The Lou Holland Trust
35 West Wacker Drive
Suite 3260
Chicago, Illinois 60601
Re: The Lou Holland Trust
Ladies and Gentlemen:
This opinion is given in connection with the filing by The Lou
Holland Trust, a Delaware Trust (the "Trust"), of a notice
pursuant to Rule 24f-2 (the "Rule 24f-2 Notice") under the
Investment Company Act of 1940, as amended (the "1940 Act"). In
its Registration Statement on Form N-1A (File No. 333-00935 and
File No. 811-07533) ("Registration Statement"), filed with the
Securities and Exchange Commission ("Commission") under the
Securities Act of 1933, as amended (the "1933 Act"), and the
1940 Act, the Trust registered an indefinite number of
securities and undertook to file a Rule 24f-2 Notice within six
months of its fiscal year end.
We have examined the Trust's Declaration of Trust, as amended;
its By-Laws; certain Board of Trustees' resolutions; the
Notification of Registration on Form N-8A filed with the
Commission under the 1940 Act on February 14, 1996; the
Registration Statement as originally filed with the Commission
under the 1933 Act and 1940 Act on the same date; Post-Effective
Amendment No. 1 to the Registration Statement under the 1933 Act
and Amendment No. 2 to the Registration Statement under the 1940
Act, as filed with the Commission on October 22, 1996; and such
corporate and other records, certificates, representations,
documents, and statutes that we have deemed relevant in order to
render the opinion expressed herein.
Based on such examination, we are of the opinion that the
$2,563,657 of shares of the Trust, the registration of which the
Rule 24f-2 Notice makes definite in number, are legally issued,
fully paid and non-assessable.
The Lou Holland Trust
February 25, 1997
Page 2
This letter expresses our opinion as to the General Laws of the
State of Delaware governing matters such as the authorization
and issuance of shares, but does not extend to the securities or
"Blue Sky" laws of Delaware or to federal securities or other
laws.
Very truly yours,
/s/ Katten, Muchin & Zavis
