<PAGE>
August 12, 1997
Dear Shareholders:
I am pleased to report that the Hilliard Lyons Growth Fund grew
substantially in the second quarter, advancing 18.0%. This performance
surpassed that of the Standard & Poor's 500, which increased 17.5%. For the
six months, the net asset value of a share of the Growth Fund increased by
19.7% compared to 20.6% for the Standard & Poor's 500. Over the past twelve
months the Growth Fund increased in value by 34.0% and has compounded annually
by 25.9% over the last three years. We are very pleased that, our disciplined
style not withstanding, the Fund has shared in the bountiful riches produced
by the U.S. equity market.
Our markets are not the only ones levitating. To date, the German and Swiss
markets are ahead by 50% for the year. The lesser European lights England,
Denmark, and France have advanced more than 20%. Canada is up 20%, Australia
up 10% and the Asian markets have advanced as well. These are momentous days
indeed. Our commentary is a little longer in this semi-annual report as we
share our feelings at this juncture.
ACTIVITIES AT THE FUND
Some time toward the end of 1996, a speck of apprehension crept into our
view of the stock market. At the core, our worry might best be described as
skepticism that it could be this easy to accumulate wealth. On the heels of
the awesome 30 plus percent gains of 1995, the run continued with markets
rising by more than 20% as the presidential election came and went. At this
writing, seven months into 1997, the major stock market averages have again
advanced almost 30%. The speck of apprehension has grown too and now might be
described as a blob of dismay at the price tags some stocks currently carry,
and astonishment at how magnificently pieces of the global economic puzzle
have come together to produce so marvelous a background for equity investing.
It is little wonder that no one, including us, wants to leave the party. We
have, however, significantly rearranged the assets of the Fund over the last
18 months. Here's why.
We commented in some earlier letters about a mechanistic phenomenon that was
driving a certain category of stocks to a valuation structure that was richer
than the market as a whole. Essentially, money managers whose performance is
measured meticulously and compared to others and to the Standard & Poor's 500
Index have been hard pressed to keep up with the index and with peers who
simply follow the index. It has paid to suspend price judgments and to pour
money into the big well-known companies which populate the index. This has
created a virtuous cycle where prices go up, attract more money, and the money
goes into the same stocks which perpetuates the process.
Our concern is that this mechanistic cycle has carried the prices of many
companies well beyond levels likely to produce a good return over the next few
years. Most such mechanistic phenomena (the favorite 50 in the early 70's,
portfolio insurance in 1987, etc.) end badly. We have an experienced staff of
analysts that helps in the management of the Fund and many years of study have
led to familiarity with a wide variety of companies. We have noted that some
extremely high quality, well-managed companies that are not huge nor extremely
well known may be purchased at valuation levels a third to half of those
immensely popular companies that dominate the performance of the market
indices. Our response to the widening price gap between the groups of stocks
has been to gradually move funds from the immensely popular group into medium-
size companies where quality and growth are comparable but a dollar of earning
power is valued far less richly. This shift has both satisfied our desire not
to leave the party and relieves our anxiety over the prices of certain stocks.
<PAGE>
One obvious result of our shift is that the Fund's composition will less and
less mirror portfolios dominated by these huge "household names" whose
performance generally is referred to as that of "the market". It follows that
the Fund's performance is more likely to be at variance with that of the
market indices. Our expectation, of course, is that these moves will make it
perform better, but, make no mistake about it, these moves are also made
defensively in the sense that we want to preserve the gains we've achieved.
THESE HALCYON DAYS
Anyone who took economics in college undoubtedly was subjected to the little
village that discovered that when people did the things they were best at,
they were all richer for it. The idea economists attempted to get across in
this was that, while I might isolate my family, build my own house, grow my
own crops, make my own shoes and be self sustaining in my own economic unit,
it was dumb to operate this way. Much better to have me, say, make shoes if I
was good at that. That man who had a gift for tilling the soil could produce
the crop. Another villager might run the country store. One thing needed was
money which represented a trusted store of value, so the village was relieved
of barter transactions. The theory said that through this cooperation there
would be more goods for the villagers and that all would be the better for it.
Something akin to this lesson explains the world economy today which
economists, citing Goldilocks, have described as not too hot, not too cold-
just right. Two fundamental events which evolved in the 90's explain the
global village coming together. First, political cooperation between nations
is at unprecedentedly high levels. The crumbling of communism and perhaps the
reality of the U.S. military might displayed in the Gulf War have spurred
nations to tear down selfish nationalism in favor of cooperating to produce
greater riches for its people through cooperation. As nations have become
wealthier, rational leadership and belief in the virtues of free trade and
fiscal discipline have led to more common political ground and smoother
international relations. The second great change is the benefits bestowed by
technology. Technology enables the potential benefit of a closer knit global
economic village to be fully realized. Communication by fax, internet,
overnight delivery, and other advancements allows needs to be satisfied at
speeds unthinkable in earlier times. These developments, along with the
productivity gains technology has spawned have had an effect similar to
turning the local corner grocery store into a vast supermarket of new
products, lower prices, and more efficient shopping. It appears that the
theory of the friendly village which the professors described is being proven
correct. The economist, John Maynard Keynes, writing during the depression,
said he hoped one day economists could be thought of with more respect. He
suggested perhaps they could reach the stature of dentists. Perhaps the time
has come to think of them that way.
We are always appreciative of the support of our shareholders and welcome
those who are new owners. We encourage you to share your thoughts and
questions with us either through your Hilliard Lyons representative or
directly to us.
Sincerely,
/s/ DONALD F. KOHLER
---------------------
DONALD F. KOHLER
Chairman
/s/ SAMUEL C. HARVEY
---------------------
SAMUEL C. HARVEY
President
2
<PAGE>
HILLIARD LYONS GROWTH FUND, INC.
SCHEDULE OF INVESTMENTS
(UNAUDITED)
JUNE 30, 1997
COMMON STOCKS -- 88.7%
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Market
Shares Company Cost Value
------- ------- ---- ------
CAPITAL GOODS -- 17.9%
-----------------------------------------------------------------------
<C> <S> <C> <C>
33,000 Dover Corp.................................... $ 928,470 $2,029,500
28,000 General Electric Co........................... 565,278 1,830,500
16,800 Hubbell Inc. CL B............................. 408,960 739,200
43,000* Lydall Inc.................................... 985,905 908,375
40,500 Nordson Corp.................................. 2,150,813 2,602,125
---------- ----------
5,039,426 8,109,700
CONSUMER DURABLE -- 6.3%
-----------------------------------------------------------------------
49,500 Donaldson Inc................................. 1,290,682 1,881,000
20,000 Harley Davidson Inc........................... 816,700 958,750
---------- ----------
2,107,382 2,839,750
CONSUMER NON-DURABLE -- 5.7%
-----------------------------------------------------------------------
36,500* Bush Boake Allen Inc.......................... 976,040 1,136,062
38,000 PepsiCo Inc................................... 686,550 1,427,375
---------- ----------
1,662,590 2,563,437
FINANCIAL -- 33.3%
-----------------------------------------------------------------------
18,000 American International Group Inc.............. 869,512 2,688,750
23* Berkshire Hathaway Inc........................ 208,980 1,085,600
76,000 Cincinnati Financial Corp..................... 4,205,899 6,004,000
48,000 Federal Home Loan Mortgage Corp............... 554,652 1,650,000
8,000 Fifth Third Bancorp........................... 272,000 656,500
85,875 Synovus Financial Corp........................ 726,644 2,366,930
10,000 Wachovia Corp................................. 364,350 583,125
---------- ----------
7,202,037 15,034,905
</TABLE>
See notes to financial statements.
3
<PAGE>
HILLIARD LYONS GROWTH FUND, INC.
SCHEDULE OF INVESTMENTS
(UNAUDITED)
JUNE 30, 1997
<TABLE>
<CAPTION>
Market
Shares Company Cost Value
------ ------- ---- ------
HEALTH CARE -- 7.7%
----------------------------------------------------------------------
<C> <S> <C> <C>
38,500 Allergan Inc................................... 926,295 1,224,781
35,000 Johnson & Johnson.............................. 721,314 2,253,125
----------- ----------
1,647,609 3,477,906
RETAIL & SERVICES -- 16.3%
----------------------------------------------------------------------
43,000 Brady WH Co. CL A.............................. 880,062 1,247,000
12,000 Gannett Inc.................................... 654,720 1,185,000
62,000 G & K Services Inc. CL A....................... 1,881,345 2,309,500
49,000 Walgreen Co.................................... 880,348 2,627,625
----------- ----------
4,296,475 7,369,125
UTILITY -- 1.5%
----------------------------------------------------------------------
20,500 Century Telephone Enterprises.................. 646,980 690,594
----------- ----------
646,980 690,594
TOTAL COMMON STOCKS............................ $22,602,499 40,085,417
</TABLE>
U.S. GOVERNMENT AGENCY OBLIGATIONS -- 11.2%
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Principal Purchase Maturity Market
Amount Description Yield Date Value
---------- ----------- -------- -------- -----------
<C> <S> <C> <C> <C>
$5,080,000 Federal Home Loan Bank............. 5.577% 07/01/97 5,080,000
-----------
TOTAL U. S. GOVERNMENT AGENCY
OBLIGATIONS (COST --$5,080,000).... 5,080,000
-----------
TOTAL INVESTMENTS (COST --
$22,602,499)(99.9%)............... $45,165,417
===========
</TABLE>
The percentage shown for each investment category is the total value of that
category as a percentage of the total net assets of the Fund.
*Non-income producing security.
See notes to financial statements.
4
<PAGE>
HILLIARD LYONS GROWTH FUND, INC.
STATEMENT OF ASSETS AND LIABILITIES
(UNAUDITED)
JUNE 30, 1997
<TABLE>
<S> <C>
ASSETS:
Investments at market value:
Common stocks (cost $22,602,499).................................. $40,085,417
U.S. Government Agency Obligations at value (amortized cost
$5,080,000)...................................................... 5,080,000
-----------
Total investments.................................................. 45,165,417
Cash............................................................... 4,678
Receivables:
Dividends......................................................... 50,721
Shares sold....................................................... 98,321
Prepaid expenses................................................... 9,364
-----------
Total Assets..................................................... $45,328,501
===========
LIABILITIES:
Payables:
Due to adviser--Note B............................................ $ 62,940
Shares redeemed................................................... 3,139
Accrued expenses................................................... 72,215
-----------
Total Liabilities................................................ 138,294
-----------
CAPITAL:
Common stock ($.001 par value; 150,000,000 shares authorized and
1,645,542 shares issued and outstanding).......................... 1,646
Paid-in surplus.................................................... 26,214,115
Accumulated undistributed net realized gain on investments......... 1,386,387
Net unrealized appreciation on investments......................... 17,482,918
Accumulated undistributed net investment income--Note A............ 105,141
-----------
Total Capital (Net Assets) (equivalent to $27.46 per share)...... 45,190,207
-----------
Total Liabilities and Capital.................................... $45,328,501
===========
</TABLE>
See notes to financial statements.
5
<PAGE>
HILLIARD LYONS GROWTH FUND, INC.
STATEMENT OF OPERATIONS
(UNAUDITED)
FOR THE SIX MONTHS ENDED JUNE 30, 1997
<TABLE>
<S> <C>
INVESTMENT INCOME:
Dividends........................................................ $ 234,368
Interest......................................................... 126,701
----------
Total investment income........................................ 361,069
EXPENSES:
Management fees -- Note B........................................ 156,524
12b-1 expenses -- Note B......................................... 30,360
Custodian fees................................................... 24,435
Audit fees....................................................... 19,005
Transfer Agent fees.............................................. 13,575
Directors' fees.................................................. 12,670
Shareholder reports.............................................. 10,860
Legal fees....................................................... 9,050
Insurance expense................................................ 8,745
Filing fees...................................................... 5,430
Trade Association................................................ 927
Organizational expense -- Note A................................. 384
----------
291,965
Waiver of management fee by Adviser -- Note B.................... ( 37,613)
----------
Total expenses................................................. 254,352
----------
Net investment income........................................ 106,717
REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
Net realized gain on investments -- Note A....................... 1,386,387
Change in unrealized appreciation on investments................. 5,842,896
----------
Net gain on investments........................................ 7,229,283
----------
Net increase in net assets resulting from operations......... $7,336,000
==========
</TABLE>
See notes to financial statements.
6
<PAGE>
HILLIARD LYONS GROWTH FUND, INC.
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
For the six
months For the year
ended June ended
30, 1997 December 31,
(UNAUDITED) 1996
----------- ------------
<S> <C> <C>
INCREASE (DECREASE) IN NET ASSETS
FROM OPERATIONS:
Net investment income.............................. $ 106,717 $ 164,312
Net realized gain on investments................... 1,386,387 1,724,517
Net change in unrealized appreciation on
investments....................................... 5,842,896 3,972,253
----------- -----------
Net increase in net assets from operations....... 7,336,000 5,861,082
DISTRIBUTIONS TO SHAREHOLDERS FROM:
Net investment income.............................. 0 (164,559)
Realized gain from investment transactions......... 0 (1,724,524)
----------- -----------
Total distributions.............................. 0 (1,889,083)
FROM CAPITAL SHARE TRANSACTIONS:
Proceeds from 0 and 81,426 shares issued in
reinvestment of dividends, respectively........... 0 1,856,523
Proceeds from 150,589 and 186,661 shares sold,
respectively...................................... 3,612,170 4,059,750
Cost of 57,386 and 115,031 shares repurchased,
respectively...................................... (1,385,490) (2,519,966)
----------- -----------
Net increase in net assets from capital share
transactions.................................... 2,226,680 3,396,307
----------- -----------
Total increase in net assets.................... 9,562,680 7,368,306
NET ASSETS:
Beginning of period................................ 35,627,527 28,259,221
----------- -----------
End of period (includes undistributed net
investment income of $105,141 and distributions in
excess of net investment income of ($1,576),
respectively)..................................... $45,190,207 $35,627,527
=========== ===========
</TABLE>
See notes to financial statements.
7
<PAGE>
HILLIARD LYONS GROWTH FUND, INC.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
NOTE A -- ACCOUNTING POLICIES
Hilliard Lyons Growth Fund, Inc. (the "Fund") is a diversified open-end
management investment company registered under the Investment Company Act of
1940, as amended. The Fund was incorporated under the laws of the state of
Maryland and commenced operations on January 6, 1992. The following is a
summary of significant accounting policies followed by the Fund in preparation
of its financial statements.
SECURITY VALUATION: Securities traded on a national securities exchange or
traded over-the-counter and quoted on the NASDAQ System are valued at last
sales prices. Securities so traded for which there were no sales and other
securities are valued at the mean of the most recent bid-asked quotations
except that bonds not traded on a securities exchange nor quoted on the NASDAQ
System will be valued at prices provided by a recognized pricing service
unless the Adviser believes that such price does not represent a fair value.
Each money market instrument having a maturity of 60 days or less from the
valuation date is valued on an amortized cost basis. Other securities and
assets will be valued at fair value, as determined in good faith by the
Adviser under procedures established by, and under the supervision and
responsibility of, the Fund's Board of Directors.
Normally, repurchase agreements are not subject to trading. U.S. Government
obligations pledged as collateral for repurchase agreements are held by the
Fund's custodian bank until maturity of the repurchase agreement. Provisions
of the agreement provide that the market value of the collateral is sufficient
in the event of default; however, in the event of default or bankruptcy by the
other party to the agreement, realization and/or retention of the collateral
may be subject to legal proceedings.
FEDERAL INCOME TAXES: It is the policy of the Fund to qualify under the
Internal Revenue Code as a regulated investment company and to distribute all
of its taxable income to shareholders, thereby relieving the Fund of federal
income tax liability. The Fund intends to utilize provisions of Federal income
tax laws which allow a realized capital loss to be carried forward for eight
years following the year of loss and offset such losses against any future
realized gains. At December 31, 1996, the Fund did not have a tax-basis
capital loss carryforward. In addition, from November 1, 1996 through December
31, 1996, the Fund did not incur any net realized capital losses. If the Fund
had incurred net capital losses during this period, as permitted by tax
regulations, the Fund would elect to defer these losses and treat them as
arising in the fiscal year ended December 31, 1997.
DIVIDEND POLICY: It is the policy of the Fund to make distributions annually
of its net investment income and its net realized capital gains, if any, at
the end of the year in which earned or at the beginning of the next year.
Dividends and capital gain distributions will normally be reinvested in
additional shares at net asset value without a sales charge, unless otherwise
elected at purchase.
DEFERRED ORGANIZATIONAL EXPENSES: In January 1997, the Fund repaid its
organizational expenses which consisted of the costs incurred during the start
up of the Fund that J. J. B. Hilliard, W. L. Lyons, Inc., the Distributor, had
paid. These expenses were amortized using the straight-line method over sixty
(60) months beginning in January 1992.
8
<PAGE>
OTHER: The accounts of the Fund are kept on the accrual basis of accounting.
Security transactions are recorded on the trade date. Realized gains or losses
from sales of securities are determined on the specific identified cost basis.
Dividend income is recognized on the ex-dividend date.
NOTE B -- INVESTMENT ADVISORY AGREEMENT
The investment adviser, Hilliard Lyons Investment Advisors (the "Adviser") is
a division of J. J. B. Hilliard, W. L. Lyons, Inc. which owns 39,190 shares of
the Fund. Under the Investment Advisory Agreement, the Adviser receives a fee,
accrued daily and paid quarterly, at an annual rate of .80% of the Fund's
average daily net assets. The Adviser has voluntarily agreed to reduce the fee
payable to it under the Advisory Agreement and, if necessary, reimburse the
Fund on a quarterly basis, by the amount by which the Fund's total annualized
operating expenses (exclusive of taxes, interest, brokerage commissions and
extraordinary expenses but including the Adviser's compensation) for the
fiscal year ending December 31, 1997 exceed 1.30% of average daily net assets.
For the six months ended June 30, 1997, there was no reimbursement necessary
from the Adviser and the waiver of the management fee amounted to $37,613.
The Fund has adopted a plan of distribution pursuant to Rule 12b-1 under the
Investment Company Act of 1940, as amended (the "Plan"). Under the Plan, the
Fund reimburses the Distributor quarterly at an annualized rate of up to .25%
of the Fund's average daily net assets for distribution expenses actually
incurred provided the expenses for which reimbursement is made are primarily
intended to result in the sale of Fund shares and are approved by the Fund's
Board of Directors. Expenses for which the Distributor may be reimbursed under
the Plan include, but are not limited to, payments to investment brokers of
the Distributor and to authorized dealers for distribution of shares of the
Fund and for promotion of the maintenance of holdings by established
stockholders and stockholder servicing.
J. J. B. Hilliard, W. L. Lyons, Inc., the Distributor, received sales charges
of approximately $74,554. The Hilliard Lyons profit sharing plan, as directed
by each participant, owns 458,868 shares of the Fund as of June 30, 1997.
No compensation is paid by the Fund to officers and directors of the Fund who
are affiliated with the Adviser or Hilliard Lyons. The Fund pays each
unaffiliated director an annual retainer of $5,000 and a fee of $500 for each
Board or Committee meeting attended and certain expenses the directors incur
in attending meetings.
NOTE C -- PORTFOLIO TRANSACTIONS
For the six months ended June 30, 1997, purchases and proceeds from sale of
investment securities (excluding short-term securities) were $3,850,873 and
$3,159,608, respectively.
The cost of investments for Federal income tax purposes and financial
reporting is the same. At June 30, 1997, the gross unrealized appreciation and
depreciation on investments was $17,560,448 and $77,530, respectively,
resulting in net unrealized appreciation of $17,482,918.
9
<PAGE>
FINANCIAL HIGHLIGHTS
The following table includes selected data for a share of capital stock
outstanding throughout each period and other performance information derived
from the financial statements. It should be read in conjunction with the
financial statements and notes thereto.
<TABLE>
<CAPTION>
For the six Period from
months January 6,
ended June 1992* to
30, 1997 For the year ended December 31, December 31,
(UNAUDITED) 1996 1995 1994 1993 1992
----------- -------- -------- -------- -------- ------------
<S> <C> <C> <C> <C> <C> <C>
Net asset value:
Beginning of period... $22.95 $20.20 $15.98 $15.69 $15.19 $14.29
-------- -------- -------- -------- -------- --------
Net investment income... 0.06 0.11 0.15 0.12 0.13 0.10
Net realized and change
in unrealized gain on
investments............ 4.45 3.92 4.82 0.29 0.50 0.90
-------- -------- -------- -------- -------- --------
Total from investment
operations............. 4.51 4.03 4.97 0.41 0.63 1.00
-------- -------- -------- -------- -------- --------
Less dividends from net
investment income...... ( 0.00) ( 0.11) ( 0.15) ( 0.12) ( 0.13) ( 0.10)
Less dividends from net
realized capital gains. ( 0.00) ( 1.17) ( 0.60) ( 0.00) ( 0.00) ( 0.00)
-------- -------- -------- -------- -------- --------
Total distributions..... ( 0.00) ( 1.28) ( 0.75) ( 0.12) ( 0.13) ( 0.10)
-------- -------- -------- -------- -------- --------
Net asset value:
End of period......... $27.46 $22.95 $20.20 $15.98 $15.69 $15.19
======== ======== ======== ======== ======== ========
Total Investment
Return(1).............. 19.65% 19.98% 31.10% 2.60% 4.13% 7.09%**
SIGNIFICANT RATIOS AND
SUPPLEMENTAL DATA
Operating expenses to
average net assets..... 1.30%**(e) 1.58%(d) 1.75%(c) 1.75%(b) 1.75% 1.71%**(a)
Net investment income to
average net assets..... .55%**(e) .52%(d) .82%(c) .68%(b) .75% 1.07%**(a)
Portfolio turnover rate. 9.12% 18.79% 27.50% 20.10% 59.64% 19.63%
Average commission rate
paid................... $0.0600 $0.0600 $0.0604 $0.0609 $0.0705 $0.0706
Net assets, end of
period (000s omitted).. $45,190 $35,628 $28,259 $20,476 $23,758 $22,404
</TABLE>
(a) Net of voluntary expense reimbursement and management fee waiver by the
Adviser. If the Fund had borne all expenses that were assumed by the
Adviser and paid the full management fee, the annualized ratios of
expenses and net investment income to average net assets would have been
2.76% and 0.02%, respectively, for the period January 6, 1992 through
December 31, 1992.
(b) Net of voluntary management fee waiver by the Adviser. If the Fund had
paid the full management fee, the annualized ratios of expenses and net
investment income to average net assets would have been 1.94% and 0.50%,
respectively, for the year ended December 31, 1994.
(c) Net of voluntary management fee waiver by the Adviser. If the Fund had
paid the full management fee, the annualized ratios of expenses and net
investment income to average net assets would have been 1.85% and 0.71%,
respectively, for the year ended December 31, 1995.
(d) Net of voluntary management fee waiver by the Adviser. If the Fund had
paid the full management fee, the annualized ratios of expenses and net
investment income to average net assets would have been 1.64% and 0.45%,
respectively, for the year ended December 31, 1996.
10
<PAGE>
(e) Net of voluntary management fee waiver by the Adviser. If the Fund had
paid the full management fee, the annualized ratios of expenses and net
investment income to average net assets would have been 1.49% and 0.35%,
respectively, for the six months ended June 30, 1997.
(1) Excludes maximum sales charge of 4.75%.
* Commencement of operations
** Annualized
11
<PAGE>
DIRECTORS
William A. Blodgett, Jr. Gilbert L. Pamplin
Donald F. Kohler Dillman A. Rash
John C. Owens
OFFICERS
Donald F. Kohler -- Chairman
Samuel C. Harvey -- President
Thomas A. Corea -- Vice President
Joseph C. Curry, Jr. -- Vice President, Treasurer and Secretary
Dianna P. Wengler -- Vice President
DISTRIBUTOR
J.J.B. Hilliard, W.L. Lyons, Inc.
Hilliard Lyons Center
P.O. Box 32760
Louisville, Kentucky 40232-2760
(502) 588-9145
(800) 444-1854
TRANSFER AGENT AND CUSTODIAN
State Street Bank and Trust Company
225 Franklin Street
Boston, Massachusetts 02266
AUDITORS
Ernst & Young LLP
400 West Market Street
Louisville, Kentucky 40202
LEGAL COUNSEL
Brown, Todd & Heyburn PLLC
3200 Providian Center
Louisville, Kentucky 40202
This report is intended for the information of shareholders of the Hilliard
Lyons Growth Fund, Inc., but it may also be used as sales literature when pre-
ceded or accompanied by the current prospectus, which gives details about
charges, expenses, investment objectives and operating policies of the Fund.
SEMI-ANNUAL REPORT
JUNE 30, 1997
[HILLIARD LYONS LOGO]
SEMI-ANNUAL REPORT
JUNE 30, 1997
[HILLIARD LYONS LOGO]
