Form 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer: Holland Series Fund, Inc.
375 Park Avenue, 19th Floor
New York, NY 10152
2. Name of each series or class of funds for which this notice is filed:
Holland Balanced Fund
3. Investment Company Act File Number: 811-9060
Securities Act File Number: 33-95026
4. Last day of fiscal year for which this notice is filed: 9/30/96
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):
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:
680,814 $7,181,990
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
680,814 $7,181,990
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):
7,038 $76,167
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): $7,181,990
(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable): $76,167
(iii) Aggregate price of shares redeemed or repurchased during fiscal
year (if applicable): $332,839
(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): $ 6,925,318
(vi) Multiplier prescribed by Section 6(b) of the Securities Act of
1933 or other applicable law or regulation (see Instruction C.6):
1/3300 (vii) Fee due [line (i) or line (v) multiplied by
line (vi)]: $2,098.58
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: 11/21/96
SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dated indicated.
By /s/ William E. Vastardis
William E. Vastardis
Treasurer
Date November 22, 1996
Piper & Marbury L.L.P.
Charles Center South
36 South Charles Street
Baltimore, Maryland 21201-3010
November 20, 1996
Holland Series Fund, Inc.
375 Park Avenue
New York, NY 10152
Re: 24f-2 Opinion
Dear Sirs:
We have acted as Maryland counsel to Holland Series Fund, Inc., a Maryland
corporation (the "Company"), in connection with the Company's filing of a Notice
pursuant to Rule 24f-2 under the Investment Company Act of 1940, as amended,
for the Company's fiscal year ended September 30, 1996. In that capacity, we
have examined the Company's charter and by-laws, a good-standing certificate
recently issued by the State Department of Assessments and Taxation of Maryland,
and such statutes, regulations, corporate records and documents that we deemed
necessary or advisable for purposes of the opinions set forth below. In such
examination we have assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as originals and the conformity with originals
of all documents submitted to use as copies.
On the basis of the foregoing and of such other legal considerations
that we deemed relevant, and limited in all respects to applicable Maryland
law, we are of the opinion and advise you as follows:
1. The Company is a corporation duly incorporated, validly existing
and in good standing under the laws of the State of Maryland.
2. The 687,852 shares of Common Stock of the Holland Balanced Fund, a
portfolio of the Company, par value $.01 per share, reported by the
Company to have been issued during its fiscal year ended September 30,
1996, were legally issued, fully paid and nonassessable.
This opinion is intended solely for the benefit and use of the party to
whom it is addressed and may not be used by any other person without the prior
written consent of Piper & Marbury L.L.P.
We hereby consent to the filing of this opinion as an exhibit to the
Company's Rule 24f-2 Notice.
Very truly yours,
/s/Piper & Marbury L.L.P.
