HIGHLAND FAMILY OF FUNDS
N-30D, 1998-03-09
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                              HIGHLAND GROWTH FUND

                                  ANNUAL REPORT

                                DECEMBER 31, 1997












<PAGE>


HIGHLAND GROWTH FUND
TABLE OF CONTENTS
DECEMBER 31, 1997

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

SHAREHOLDER LETTER...........................................................  1
COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT..........................  3
INDEPENDENT AUDITORS' REPORT.................................................  4
FINANCIAL STATEMENTS
         Statement of Assets and Liabilities.................................  5
         Statement of Operations.............................................  6
         Statement of Changes in Net Assets..................................  7
         Financial Highlights................................................  8
         Notes to Financial Statements.......................................  9
         Schedule of Investments............................................. 12


<PAGE>


HIGHLAND GROWTH FUND
SHAREHOLDER LETTER
DECEMBER 31, 1997
- --------------------------------------------------------------------------------



                                                     February 27, 1998



Dear Shareholder,


The Highland  Growth Fund,  which  commenced  operation on May 13, 1997,  became
fully  invested  over the  course  of the  summer.  The  Fund,  riding in part a
resurgence  in  the  small  capitalization  sector,  got  of  to a  particularly
favorable  start.  For the quarter ended  September  30, 1997,  the Fund's total
return after waivers was 16.5% as compared with returns of 14.1% for the S&P 500
and 9.8% for the Dow Jones Industrial Average.

Despite what appeared to be a very strong domestic  economy,  the stock market's
pace began to falter as the Asian currency woes came to the forefront. It became
clear over the next couple of months that the financial troubles in the Far East
economies  of Korea,  Hong Kong and Japan could not be taken  lightly.  As Asian
political  leaders  attempted  along  with  the IMF to  resolve  their  economic
problems  and instill a sense of  financial  austerity,  the U.S.  stock  market
retreated from its previous highs.  Particular  vulnerability was experienced in
the small  capitalization  sector,  which had done particularly well during late
summer and early fall. The technology  sector was especially hard hit. Given the
Fund's  commitment  to leading edge  technology  companies  on the  forefront of
change, the Fund's  performance  suffered in the interim as the market attempted
to find equilibrium.

When the Asian  crisis  initially  hit,  it was assumed as a result of the "new"
global economy that U.S. based companies  operating overseas would experience an
immediate negative earnings effect. We, at Highland  Investment Group,  believed
while  there  would no doubt be some  earnings  shortfalls  as a result of Asian
retrenchment, that fourth quarter earnings would in fact not be as disappointing
as expected.  We believed that our own domestic economy was sufficiently  strong
to withstand the ripple effects coming from another part of the global  economy.
We also believed as a result of aggressive use of  outsourcing,  particularly of
components in the technology  sector,  that falling  prices  overseas would have
some positive long-term balance sheet implications for U.S.  companies.  Because
of our belief that this turmoil would pass, we maintained  our commitment to our
positions in our "Delta Force" companies.

For the fiscal period ended December 31, 1997, the Fund's total return was 3.6%,
adjusting for a capital-gain distribution of $0.17.

With the advent of the new year,  the  market  did not get off to its  unusually
strong  January  start.  However,  our  faith in the  resilience  of the  Fund's
securities  was  rewarded.  Through the close of February 26,  1998,  the Fund's
total return was 10% for the period from inception on May 13, 1997.

As we have  previously  notified  you,  the Fund's  Board of  Trustees  voted to
liquidate the Fund as of February 27, 1998. Unfortunately, the Fund was not able
to reach a level of assets  that would have made the Fund self  sufficient  with
respect to its operating costs. The Fund's investment  adviser is no longer able
to continue to subsidize  the Fund's  current  expenses as it has done since the
inception of the Fund.  It was  decided,  therefore,  to  liquidate  the Fund to
insure maximum value for all shareholders.


                                       1
<PAGE>



HIGHLAND GROWTH FUND
SHAREHOLDER LETTER
DECEMBER 31, 1997
- --------------------------------------------------------------------------------




In the Highland  Growth Fund we have tried to identify those  companies that are
at  the  forefront  of  change  and  that  make a  difference  with  respect  to
individuals  and how they  live  their  lives.  Additionally  we have  sought to
identify those  companies that as a result of their vision and  innovation,  are
providing new ways of doing business around the world.

We believe in the spirit of enterprise and believe that many American  companies
continue  to display the  innovative  energy  which  brought us from an agrarian
economy to an  industrial  nation.  We believe in the  importance  of  corporate
leadership to take us into the next millennium.  The investment process requires
leadership  as well,  which we at Highland  call  investing in the  Championship
Tradition. We believe the Fund's commitment to these ideals exemplifies the very
best of the Championship Tradition.

                                                       Sincerely yours,


                                                       /s/ Robert Lamb, III
/s/ Catherine C. Lawson

Catherine C. Lawson                                    Robert Lamb, III



                                       2
<PAGE>

HIGHLAND GROWTH FUND
COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT
DECEMBER 31, 1997


- --------------------------------------------------------------------------------
The  following  chart  reflects a comparison in the change in value of a $10,000
investment  in the Highland  Growth Fund,  including  reinvested  dividends  and
distributions,  and the performance of the Standard & Poor's 500 Index (the "S&P
500").   The  S&P  500  is  a  market  weighted  index  composed  of  500  large
capitalization  companies and reflects the reinvestment of dividends.  The Index
excludes the effect of any  expenses,  which have been  deducted from the Fund's
return.  Investment return and principal value of an investment in the fund will
fluctuate so that an investor's shares, when redeemed, may be worth more or less
than their original cost. PAST  PERFORMANCE  CANNOT PREDICT NOR GUARANTEE FUTURE
RESULTS.

                     HIGHLAND GROWTH FUND VS. S&P 500 INDEX


<TABLE>
<S>                                   <C>         <C>         <C>           <C>         <C>          <C>

                                   Inception*    31-May-97   30-Jun-97   31-Jul-97    31-Aug-97    30-Sep-97  
S&P 500 Index                       $ 10,000     $ 10,608    $ 11,083    $ 11,965     $ 11,295     $ 11,914   
Highland Growth Fund                $ 10,000     $ 10,010    $ 10,290    $ 11,380     $ 11,220     $ 11,990   
</TABLE>


<TABLE>
<S><C>           <C>          <C>
 31-Oct-97   30-Nov-97    31-Dec-97 
 $ 11,516    $ 12,049     $ 12,255  
 $ 11,130    $ 10,690     $ 10,356  
</TABLE>



*Inception  date for Highland  Growth Fund was May 13, 1997.  Return for the S&P
500 Index based on an inception date of April 30, 1997.


                                       3
<PAGE>

HIGHLAND GROWTH FUND
INDEPENDENT AUDITORS' REPORT


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

To the  Trustees of Highland  Family of Funds and the  Shareholders  of Highland
Growth Fund:

We have audited the  accompanying  statement of assets and  liabilities  for the
Highland  Growth  Fund (a  seperately  managed  Fund of the  Highland  Family of
Funds), including the schedule of investments,  as of December 31, 1997, and the
related statement of operations,  the statement of changes in net assets and the
financial  highlights for the period May 13, 1997  (commencement  of operations)
through December 31, 1997. These financial  statements and financial  highlights
are the  responsibility  of the  Fund's  management.  Our  responsibility  is to
express an opinion on these financial  statements and financial highlights based
on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance  about whether the financial  statements and financial  highlights are
free of material  misstatement.  An audit includes  examining,  on a test basis,
evidence supporting the amounts and disclosure in the financial statements.  Our
procedures included  confirmation of securities owned as of December 31, 1997 by
correspondence  with  the  custodian.  An  audit  also  includes  assessing  the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation.  We believe that our
audit provides a reasonable basis for our opinion.

In our opinion,  the financial  statements and financial  highlights referred to
above present fairly, in all material  respects,  the financial  position of the
Highland Growth Fund as of December 31, 1997, the results of its operations, the
changes in its net assets and the  financial  highlights  for the period May 13,
1997  (commencement of operations)  through December 31, 1997 in conformity with
generally accepted accounting principles.

As explained  in Note 8, the Board of Trustees of Highland  Family of Funds have
voted to terminate the Fund effective as of February 27, 1998.





Boston, Massachusetts                                   Coopers & Lybrand L.L.P.
February 27, 1998




                                       4
<PAGE>

HIGHLAND GROWTH FUND
STATEMENT OF ASSETS AND LIABILITIES
DECEMEBER 31, 1997

- --------------------------------------------------------------------------------
<TABLE>
<S>                                                                                                   <C>


ASSETS:
     Investments (Note 2):
        Investments at cost                                                                             $ 561,646
        Net unrealized appreciation (depreciation)                                                        (27,540)
                                                                                              --------------------
             Total investments at value                                                                   534,106

     Interest, dividends and other receivables                                                                128
     Receivable for Fund shares issued                                                                        700
     Receivable from investment adviser (Note 5)                                                          132,655
     Organization costs, net of amortization (Note 2)                                                      49,826
                                                                                              --------------------

Total Assets                                                                                              717,415
                                                                                              --------------------

LIABILITIES:
     Payable to investment adviser (Note 6)                                                                57,188
     Payable to administrator (Note 3)                                                                     25,381
     Payable to transfer agent and accounting (Note 3)                                                     38,946
     Other accrued expenses and liabilities                                                                65,198
                                                                                              --------------------

Total Liabilities                                                                                         186,713
                                                                                              --------------------

NET ASSETS                                                                                              $ 530,702
                                                                                              ====================


COMPONENTS OF NET ASSETS:
     Paid in capital                                                                                    $ 558,247
     Undistributed net investment income (loss)                                                            (2,983)
     Accumulated net realized gain (loss)                                                                   2,978
     Unrealized appreciation (depreciation) on investments                                                (27,540)
                                                                                              --------------------

NET ASSETS                                                                                              $ 530,702
                                                                                              ====================

SHARES OF BENEFICIAL INTEREST                                                                              52,141

NET ASSET VALUE, OFFERING AND REDEMPTION PRICE PER SHARE                                                  $ 10.18
     (NET ASSETS / SHARES OF BENEFICIAL INTEREST)
</TABLE>



See Notes to Financial Statements.     5
<PAGE>

HIGHLAND GROWTH FUND
STATEMENT OF OPERATIONS
FOR THE PERIOD MAY 13, 1997 (COMMENCEMENT OF OPERATIONS)
THROUGH DECEMBER 31, 1997
- --------------------------------------------------------------------------------

<TABLE>
<S>                                                                                                     <C>

INVESTMENT INCOME:
     Interest income                                                                                        $ 967
     Dividend income                                                                                          781
                                                                                              --------------------
Total Investment Income                                                                                     1,748
                                                                                              --------------------

EXPENSES:
     Investment advisory (Note 3)                                                                           3,076
     Administration (Note 3)                                                                               25,381
     Transfer agent (Note 3)                                                                               17,421
     Custody                                                                                                1,814
     Insurance                                                                                             22,000
     Registration                                                                                          22,029
     Reporting                                                                                              1,000
     Accounting (Note 3)                                                                                   22,839
     Legal                                                                                                  7,988
     Audit                                                                                                 28,000
     Trustees fees and expenses                                                                            19,715
     Amortization of organization costs (Note 2)                                                            7,292
     Miscellaneous                                                                                         13,126
                                                                                              --------------------
Total Expenses                                                                                            191,681
     Fees waived and expenses reimbursed (Note 5)                                                        (186,468)
                                                                                              --------------------
Net Expenses                                                                                                5,213
                                                                                              --------------------

NET INVESTMENT INCOME (LOSS)                                                                               (3,465)
                                                                                              --------------------

NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
     Net Realized Gain (Loss) on Investments                                                               11,878
     Net Unrealized Gain (Loss) on Investments                                                            (27,540)
                                                                                              --------------------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS                                                    (15,662)
                                                                                              --------------------

NET INCREASE (DECREASE) IN NET ASSETS RESULTING
     FROM OPERATIONS                                                                                    $ (19,127)
                                                                                              ====================
</TABLE>


See Notes to Financial Statements.     6

<PAGE>

HIGHLAND GROWTH FUND
STATEMENT OF CHANGES IN NET ASSETS


- --------------------------------------------------------------------------------
<TABLE>
<S>                                                                                                 <C>

NET ASSETS - BEGINNING OF PERIOD (A)                                                                   $ 100,000
- ------------------------------------                                                         --------------------

OPERATIONS:
     Net investment income (loss)                                                                         (3,465)
     Net realized gain (loss) on investments                                                              11,878
     Net change in unrealized appreciation (depreciation)
          on investments                                                                                 (27,540)
                                                                                             --------------------
     NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS                                                (19,127)
                                                                                             --------------------

DISTRIBUTIONS TO SHAREHOLDERS FROM:
     Net realized gain on investments                                                                     (8,900)
                                                                                             --------------------

CAPITAL SHARE TRANSACTIONS (B):
     Sale of shares                                                                                      451,806
     Reinvestment of distributions                                                                         8,595
     Redemption of shares                                                                                 (1,672)
                                                                                             --------------------
     NET INCREASE (DECREASE) FROM CAPITAL SHARE TRANSACTIONS                                             458,729
                                                                                             --------------------
     NET INCREASE (DECREASE) IN NET ASSETS                                                               430,702
                                                                                             --------------------

NET ASSETS - DECEMBER 31, 1997 INCLUDING LINE (I)                                                      $ 530,702
- -------------------------------------------------                                            ====================

(I)  Undistributed Net Investment Income (Loss)                                                         $ (2,983)
                                                                                             ====================

(a) The Fund commenced operations on May 13, 1997.

(b)  Shares Issued (Redeemed)
     Sale of shares                                                                                       41,433
     Reinvestment of distributions                                                                           853
     Redemption of shares                                                                                   (145)
                                                                                             --------------------
         Net increase (decrease) in shares outstanding                                                    42,141
                                                                                             ====================
</TABLE>


See Notes to Financial Statements.     7

<PAGE>

HIGHLAND GROWTH FUND
FINANCIAL HIGHLIGHTS


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

SELECTED PER SHARE DATA AND RATIOS
FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD
<TABLE>
<S>                                                                                                  <C>



                                                                                                     FOR THE
                                                                                                   PERIOD ENDED
                                                                                                DECEMBER 31, 1997 (A)
                                                                                                ---------------------

Net Asset Value, Beginning of Period                                                                        $10.00
                                                                                                -------------------
Investment Operations
     Net Investment Income (Loss)                                                                            (0.07)
     Net Realized and Unrealized Gain (Loss) on Investments                                                   0.42(b)
                                                                                                -------------------
Total from Investment Operations                                                                              0.35
                                                                                                -------------------
Distributions From
     Net Realized Gain on Investments                                                                        (0.17)
                                                                                                -------------------
Net Asset Value, End of Period                                                                              $10.18
                                                                                                ===================

Total Return (c)                                                                                              3.56%(d)

Ratio/Supplementary Data:
Net Assets at End of Period (000's omitted)                                                                $531
Ratios to Average Net Assets:
     Expenses including reimbursement/waiver of fees                                                          1.95%(e)
     Expenses excluding reimbursement/waiver of fees                                                         71.67%(e)
     Net investment income (loss) including reimbursement/waiver                                             (1.30%)(e)
Average Commission Rate (f)                                                                                 $ 0.1986
Portfolio Turnover Rate                                                                                      17.86%
</TABLE>

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


(a)    The Fund commenced operations on May 13, 1997.
(b)    The amount shown for shares of beneficial  interest  does not  correspond
       with the  aggregate  net loss on  investments  for the  period due to the
       timing of sales and repurchases of the Fund shares to fluctuating  market
       value of the shares of the Fund.
(c)    Total return would have been lower had certain fees and expenses not been
       waived and reimbursed during the period shown (see Note 5).
(d)    Not annualized.
(e)    Annualized.
(f)    Amount represents the average commission per share paid to brokers on the
       purchase and sale of equity securities.


See Notes to Financial Statements.    8

<PAGE>


HIGHLAND GROWTH FUND
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997
- --------------------------------------------------------------------------------


NOTE 1.  ORGANIZATION

The Highland  Family of Funds  ("Trust") is an open-end,  management  investment
company  registered  under  the  Investment  Company  Act of 1940.  The Trust is
organized as a  Massachusetts  business trust pursuant to a Declaration of Trust
dated  October  7,  1996.  The  Highland  Growth  Fund  ("Fund")  is a  separate
diversified  series of the Trust and currently  the Trust's only active  series.
The Fund is  authorized  to issue an  unlimited  number of shares of  beneficial
interest. The Fund commenced operations on May 13, 1997.

NOTE 2.   SIGNIFICANT ACCOUNTING POLICIES

These financial  statements are prepared in accordance  with generally  accepted
accounting   principles,   which  require   management  to  make  estimates  and
assumptions  that  affect  the  reported  amounts  of  assets  and  liabilities,
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements, and the reported amounts of increase and decrease in net assets from
operations  during the fiscal  period.  Actual  results  could differ from those
estimates.

The following represent significant accounting policies of the Fund:

SECURITY VALUATION - Securities held by the Fund for which market quotations are
readily available are valued using the last reported sales price on the exchange
on  which  the  securities  are  principally  traded.  Prices  are  provided  by
independent pricing services. If no sales are reported, the mean of the last bid
and asked price is used. In the absence of readily available market  quotations,
securities  are valued at fair value as  determined  by the  investment  adviser
pursuant to guidelines  established by the Board of Trustees.  Securities with a
maturity of 60 days or less are valued at amortized cost.

INVESTMENT  INCOME -  Dividend  income  is  recorded  on the  ex-dividend  date.
Interest income is recorded on an accrual basis.

DISTRIBUTIONS TO SHAREHOLDERS - Dividends from net investment income and capital
gain  distributions,  if any, are distributed to shareholders at least annually.
Distributions  are based on amounts  calculated  in accordance  with  applicable
federal income tax regulations. These differences are due primarily to differing
treatments of income and gain on various investment securities held by the Fund,
timing differences and differing  characterizations of distributions made by the
Fund.

FEDERAL TAXES - The Fund intends to qualify each year as a regulated  investment
company and distribute all of its taxable income.  In addition,  by distributing
in each calendar year  substantially all of its net investment  income,  capital
gain and  certain  other  amounts,  if any,  the Fund will not be  subject  to a
federal excise tax.
Therefore, no federal income or excise tax provision is required.

REALIZED  GAIN AND LOSS - Security  transactions  are  recorded  on a trade date
basis.  Realized gain and loss on investments  sold are recorded on the basis of
identified cost.

ORGANIZATIONAL  COSTS-  Costs  incurred  by the  Fund  in  connection  with  its
organization  have been deferred and will be amortized on a straight-line  basis
over a period of five years from the date the Fund commenced operations.  If any
of the initial shares of the Fund are redeemed during the  amortization  period,
the redemption proceeds will be reduced by any unamortized organization costs in
the same  proportion as the number of shares being  redeemed bears to the number
of initial shares outstanding at the time of such redemption.


                                       9
<PAGE>

HIGHLAND GROWTH FUND
NOTES TO FINANCIAL STATEMENTS (continued)
DECEMBER 31, 1997
- --------------------------------------------------------------------------------


NOTE 3.  INVESTMENT ADVISORY AND OTHER SERVICES

INVESTMENT  ADVISER - The investment  adviser is Highland  Investment Group L.P.
(the "Adviser").  Pursuant to an Investment Advisory  Agreement,  the Adviser is
entitled  to receive an  advisory  fee at an annual  rate of 1.15% of the Fund's
average daily net assets.

ADMINISTRATION - Pursuant to an Administration  Agreement,  Forum Administrative
Services,  LLC ("FAS") acts as  administrator  for the Fund.  FAS is entitled to
receive an  administration  fee at an annual  rate of 0.10% of the Fund's  first
$100 million of the averages net assets of the fund and 0.05%  thereafter on the
average  net  assets.  The minimum  annual fee  payable  for  administration  is
$40,000.  In  addition,  for  the  period  ended  December  31,  1997,  FAS  was
compensated for legal expenses provided to the Fund in the amount of $3,244.

DISTRIBUTION  SERVICES - Forum Financial Services,  Inc.(R) ("FFSI") acts as the
distributor for the Fund pursuant to a Distribution Agreement.

OTHER SERVICES - Forum Financial  Corp.(R) ("FFC") an affiliate of FAS and FFSI,
acts as the transfer agent and dividend  disbursing agent for the Fund. FFC also
provides  fund  accounting  services to the Fund  pursuant to a Fund  Accounting
Agreement.

NOTE 4.  PURCHASES AND SALES OF SECURITIES

The cost of  securities  purchased  and the  proceeds  from sales of  securities
(excluding  short-term  investments)  for the period  ended  December  31, 1997,
aggregated $633,777 and $84,009, respectively.

For federal income tax purposes, the tax basis of investment securities owned as
of December  31,  1997,  was $561,646  and the net  unrealized  depreciation  of
investment  securities was $27,540. The aggregate gross unrealized  appreciation
for all  securities  in which there was an excess of market  value over tax cost
was $47,450,  and aggregate gross unrealized  depreciation for all securities in
which there was an excess of tax cost over market value was $74,990.

NOTE 5.  WAIVER OF FEES AND REIMBURSEMENT OF EXPENSES

The  Adviser  has  agreed to waive a portion of its fee  and/or  assume  certain
expenses  of the Fund so that the total  operating  expenses  of the Fund do not
exceed 1.95% of its average  daily net assets until March 14, 1998.  FAS and FFC
may waive voluntarily all or a portion of their fees, from time to time. For the
period ended December 31, 1997, the Adviser waived fees and reimbursed  expenses
of $3,076 and $183,392, respectively.

NOTE 6.  PAYABLE TO INVESTMENT ADVISER

As of  December  31,  1997,  the Fund  owes the  Adviser  $57,188  for the costs
incurred with the Fund's  organization  which were paid by the Adviser on behalf
of the Fund.

NOTE 7.  BENEFICIAL INTEREST

As of the period  ended  December  31,  1997,  there is one  affiliated  and two
unaffiliated  shareholders,  each of whom own more than 10% of the Fund's  total
shares aggregating 50.39%.


                                       10
<PAGE>


HIGHLAND GROWTH FUND
NOTES TO FINANCIAL STATEMENTS (concluded)
DECEMBER 31, 1997
- --------------------------------------------------------------------------------


NOTE 8.  FUND TERMINATION

On February 19, 1998, the Board of Trustees voted to terminate the Fund pursuant
to Section 6.2 of the  Declaration  of Trust  effective as of February 27, 1998,
and that proper  officers of the Trust be authorized to perform on behalf of the
Fund and the  Trust  any and all acts as such  officer  may  deem  necessary  or
advisable  in order to wind up the  affairs  of the  Fund and the  Trust  and to
liquidate the business of the Fund and the Trust.



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

FEDERAL TAX STATUS OF DIVIDENDS DECLARED DURING THE FISCAL YEAR (UNAUDITED)

For federal  income tax purposes,  dividends from  short-term  capital gains are
classified as ordinary income.  The percentage of qualifying  dividends eligible
for the corporate dividends received deduction is 44.66%.




                                       11
<PAGE>

 HIGHLAND GROWTH FUND
 SCHEDULE OF INVESTMENTS
 DECEMBER 31, 1997

- --------------------------------------------------------------------------------
<TABLE>
<S>                      <C>                                                                        <C>
   SHARES                               SECURITY DESCRIPTION                                     VALUE (NOTE 2)
- -------------      ---------------------------------------------------------------               ----------------

 COMMON STOCK (100.0%)

 APPAREL & ACCESSORY STORES (1.5%)
         200       St. John Knits, Inc.                                                                  $ 8,000
                                                                                                 ----------------

 APPAREL & OTHER FINISHED PRODUCTS MADE FROM FABRICS & SIMILAR
      MATERIALS (1.7%)
         500       Cutter & Buck, Inc. (a)                                                                 9,312
                                                                                                 ----------------

 BUSINESS SERVICES (24.5%)
         500       Accustaff, Inc. (a)                                                                    11,500
         150       CSG Systems International Inc. (a)                                                      6,000
       1,000       Cabletron Systems, Inc. (a)                                                            15,000
         300       Caribiner International, Inc. (a)                                                      13,350
         200       Cerner Corp. (a)                                                                        4,225
         300       Excite, Inc. (a)                                                                        9,000
         200       IDX Systems Corp. (a)                                                                   7,400
         700       MetaCreations Corp. (a)                                                                 7,788
         600       Oracle Corp. (a)                                                                       13,388
       1,000       QAD Inc. (a)                                                                           12,625
         150       Robert Half International, Inc. (a)                                                     6,000
         200       Volt Information Sciences, Inc. (a)                                                    10,774
         200       Yahoo, Inc. (a)                                                                        13,850
                                                                                                 ----------------
                                                                                                         130,900
                                                                                                 ----------------

 CHEMICALS & ALLIED PRODUCTS (2.4%)
         500       International Murex Technologies Corp. (a)                                              5,031
         100       Proctor & Gamble Co.                                                                    7,981
                                                                                                 ----------------
                                                                                                          13,012
                                                                                                 ----------------

 COMMUNICATIONS (0.9%)
         200       MasTec, Inc. (a)                                                                        4,574
                                                                                                 ----------------

 DEPOSITORY INSTITUTIONS (3.2%)
         300       Queens County Bancorp, Inc.                                                            12,150
         100       Santa Barbara Bancorp                                                                   4,713
                                                                                                 ----------------
                                                                                                          16,863
                                                                                                 ----------------

 EATING & DRINKING PLACES (2.2%)
         800       Il Fornaio America Corp. (a)                                                           11,900
                                                                                                 ----------------

 ELECTRIC, GAS & SANITARY SERVICES (1.0%)
         100       Duke Energy Corp.                                                                       5,538
                                                                                                 ----------------
</TABLE>


See Notes to Financial Statements.     12
<PAGE>

 HIGHLAND GROWTH FUND
 SCHEDULE OF INVESTMENTS (continued)
 DECEMBER 31, 1997

- --------------------------------------------------------------------------------
<TABLE>
<S>                           <C>                                                                   <C>
   SHARES                               SECURITY DESCRIPTION                                     VALUE (NOTE 2)
- -------------      ---------------------------------------------------------------               ----------------

 ELECTRONIC & OTHER ELECTRICAL EQUIPMENT & COMPONENTS, EXCEPT COMPUTER
      EQUIPMENT (7.0%)
         300       Ade Corp. (a)                                                                         $ 5,250
         300       Advanced Technology Materials, Inc. (a)                                                 7,275
         300       Atmel Corp. (a)                                                                         5,569
         300       Bay Networks, Inc. (a)                                                                  7,669
         100       Linear Technology Corp.                                                                 5,763
         200       Zoltek Cos., Inc. (a)                                                                   5,574
                                                                                                 ----------------
                                                                                                          37,100
                                                                                                 ----------------

 ENGINEERING, ACCOUNTING, RESEARCH, MANAGEMENT & RELATED SERVICES (6.4%)
         500       Corrections Corp. of America (a)                                                       18,531
         200       Incyte Pharmaceutiacls (a)                                                              9,000
         300       Transition Systems, Inc. (a)                                                            6,637
                                                                                                 ----------------
                                                                                                          34,168
                                                                                                 ----------------

 FABRICATED METAL PRODUCTS (1.6%)
         200       Tower Automotive, Inc. (a)                                                              8,413
                                                                                                 ----------------

 HEALTH SERVICES (4.7%)
         500       Medical Resources, Inc. (a)                                                             4,687
         450       National Surgery Centers, Inc. (a)                                                     11,813
         100       Pediatrix Medical Group, Inc. (a)                                                       4,275
         100       Sunrise Assisted Living, Inc. (a)                                                       4,313
                                                                                                 ----------------
                                                                                                          25,088
                                                                                                 ----------------

 HOTELS, ROOMING HOUSES, CAMPS & OTHER LODGING PLACES (1.3%)
         100       Marriott International, Inc.                                                            6,924
                                                                                                 ----------------

 INDUSTRIAL & COMMERCIAL MACHINERY & COMPUTER EQUIPMENT (10.9%)
         425       3Com Corp.  (a)                                                                        14,848
         225       Cisco Systems, Inc. (a)                                                                12,544
         200       EMC Corp. (a)                                                                           5,488
         450       Gateway 2000, Inc. (a)                                                                 14,681
         500       JetFax, Inc. (a)                                                                        2,688
         130       Smith International, Inc. (a)                                                           7,978
                                                                                                 ----------------
                                                                                                          58,227
                                                                                                 ----------------

 INSURANCE CARRIERS (2.0%)
         700       Oxford Health Plans, Inc. (a)                                                          10,894
                                                                                                 ----------------
</TABLE>

See Notes to Financial Statements.     13
<PAGE>

 HIGHLAND GROWTH FUND
 SCHEDULE OF INVESTMENTS (continued)
 DECEMBER 31, 1997

- --------------------------------------------------------------------------------
<TABLE>
<S>                                <C>                                                              <C>
   SHARES                               SECURITY DESCRIPTION                                     VALUE (NOTE 2)
- -------------      ---------------------------------------------------------------               ----------------

 MEASURING, ANALYZING & CONTROLLING INSTRUMENTS; PHOTOGRAPHIC, MEDICAL &
      OPTICAL GOODS (2.9%)
         200       Mentor Corp.                                                                            7,300
         200       Wind River Systems (a)                                                                  7,938
                                                                                                 ----------------
                                                                                                          15,238
                                                                                                 ----------------

 MINING METALS/MINERALS (2.2%)
       1,000       C3, Inc. (a)                                                                         $ 11,563
                                                                                                 ----------------

 MISCELLANEOUS (0.9%)
         900       Firearms Training Systems, Inc. (a)                                                     4,669
                                                                                                 ----------------

 OIL & GAS EXTRACTION (5.4%)
         200       Cooper Cameron Corp. (a)                                                               12,200
         200       Falcon Drilling Co., Inc. (a)                                                           7,013
         300       Global Marine, Inc. (a)                                                                 7,350
         100       Newfield Exploration Co. (a)                                                            2,331
                                                                                                 ----------------
                                                                                                          28,894
                                                                                                 ----------------

 PHARMACEUTICAL PREPARATIONS (6.3%)
         200       ArQule, Inc. (a)                                                                        4,588
         275       Merck & Co., Inc.                                                                      29,219
                                                                                                 ----------------
                                                                                                          33,807
                                                                                                 ----------------

 SECURITY & COMMODITY BROKERS, DEALERS, EXCHANGES & SERVICES (2.0%)
         150       Charles Schwab Corp.                                                                    6,291
         200       E*TRADE Group, Inc. (a)                                                                 4,600
                                                                                                 ----------------
                                                                                                          10,891
                                                                                                 ----------------

 TELECOMMUNICATIONS (3.1%)
         300       International Telecommunication Data Systems, Inc. (a)                                  9,600
         200       Newbridge Networks Corp. (a)                                                            6,975
                                                                                                 ----------------
                                                                                                          16,575
                                                                                                 ----------------

 TRANSPORTATION BY AIR (1.1%)
         100       Federal Express Corp. (a)                                                               6,105
                                                                                                 ----------------

 TRANSPORTATION EQUIPMENT (1.1%)
         200       Gulfstream Aerospace Corp. (a)                                                          5,850
                                                                                                 ----------------

 WHOLESALE TRADE-DURABLE GOODS (2.0%)
         500       Physician Sales & Service, Inc. (a)                                                    10,750
                                                                                                 ----------------
</TABLE>

See Notes to Financial Statements.     14
<PAGE>

 HIGHLAND GROWTH FUND
 SCHEDULE OF INVESTMENTS (concluded)
 DECEMBER 31, 1997

- --------------------------------------------------------------------------------
<TABLE>
<S>                           <C>                                                                   <C>
   SHARES                               SECURITY DESCRIPTION                                     VALUE (NOTE 2)
- -------------      ---------------------------------------------------------------               ----------------

 WHOLESALE TRADE-NONDURABLE GOODS (1.7%)
         100       Borg-Warner Automotive, Inc.                                                            5,200
         100       Synetic, Inc. (a)                                                                       3,651
                                                                                                 ----------------
                                                                                                           8,851
                                                                                                 ----------------

 TOTAL INVESTMENTS (100.0%) (COST $561,646)                                                            $ 534,106
                                                                                                 ================
</TABLE>

- ----------------------------------------
  (a) Non-income producing security.







See Notes to Financial Statements.     15

<PAGE>

                               INVESTMENT ADVISER
                         Highland Investment Group L.P.
                                 1248 Post Road
                          Fairfield, Connecticut 06430



                                  ADMINISTRATOR
                       Forum Administrative Services, LLC
                               Two Portland Square
                              Portland, Maine 04101



                                   DISTRIBUTOR
                        Forum Financial Services, Inc.(R)
                               Two Portland Square
                              Portland, Maine 04101



                                    CUSTODIAN
                                BankBoston, N.A.
                                  P.O. Box 1959
                           Boston, Massachusetts 02105















THIS REPORT IS AUTHORIZED FOR DISTRIBUTION  ONLY TO SHAREHOLDERS OF THE HIGHLAND
GROWTH FUND.



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