<PAGE>
As filed with the Securities and Exchange Commission
on January 28, 2000
File Nos. 33-95026, 811-9060
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
==============================
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No.__
Post-Effective Amendment No.6_ /X/
-
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 /X/
-
Amendment No.7
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HOLLAND SERIES FUND, INC.
-----------------------------------------------
(Exact Name of Registrant as Specified in Charter)
375 Park Avenue
New York, New York 10152
-------------------------------------
(Address of Principal Executive Offices)
Registrant's Telephone Number: (800) 304-6552
- -------------------------------------------------------------------------------
TANA TSELEPIS, Secretary and Treasurer
Holland Series Fund, Inc.
375 Park Avenue
New York, New York 10152
________________________________________________________________________________
(Name and Address of Agent for Service)
Copies to:
Cynthia Cobden, Esq.
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017
________________________________________________________________________________
It is proposed that this filing will become effective (check appropriate
box)
/X/ immediately upon filing pursuant to paragraph (b)
// on (date) pursuant to paragraph (b)
// 60 days after filing pursuant to paragraph (a)(1)
// on (date) pursuant to paragraph (a)(1)
// 75 days after filing pursuant to paragraph (a)(2)
// on (date) pursuant to paragraph (a)(2) of rule 485.
Registrant has registered an indefinite number of shares pursuant to Rule
24f-2 under the Investment Company Act of 1940. The Registrant completed its
fiscal year ended September 30, 1999, and filed the notice under Rule 24f-2 on
December 28, 1999 for such fiscal year.
<PAGE>
Prospectus
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Holland Balanced Fund
------------
These securities have not been approved or disapproved
by the Securities and Exchange Commission nor has the
Commission passed upon the accuracy or adequacy of this
prospectus. Any representation to the contrary is a
criminal offense.
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January 28, 2000
<PAGE>
Table of Contents
<TABLE>
<S> <C>
A Summary of the Fund....................................................... 3
Strategies and Risks...................................................... 3
Bar Chart (Performance History)...........................................
Performance Comparison Table.............................................. 6
Fee Table................................................................. 6
Cost Example..............................................................
More About the Fund--Investment Details..................................... 8
Investment Objective...................................................... 8
Principal Investment Strategies........................................... 8
Principal Investments..................................................... 8
Portfolio Manager......................................................... 9
Portfolio Turnover Rates.................................................. 9
More Information About Risks................................................ 10
Your Account................................................................ 12
Types of Accounts......................................................... 12
Shareholder Services...................................................... 12
Purchasing Shares......................................................... 13
Redeeming Shares.......................................................... 16
How to Reach the Fund..................................................... 19
Pricing of Fund Shares...................................................... 19
Distributions............................................................... 20
Federal Tax Considerations.................................................. 21
Taxes on Distributions.................................................... 21
Taxes on Sales............................................................ 21
Taxes on Dividends........................................................ 22
Tax Withholding........................................................... 22
Management.................................................................. 22
Investment Adviser........................................................ 22
Other Service Providers................................................... 24
Financial Highlights........................................................ 25
</TABLE>
<PAGE>
A Summary of the Fund--
Strategies and Risks
This section briefly describes the Holland Balanced Fund's goals, principal
investment strategies, risks, expenses and performance. For further information
on how this Fund is managed, please read the section entitled "Fund Details."
Investment Objective
The objective of the Holland Balanced Fund is to provide a high total invest-
ment return. The total investment return is a combination of, among other
things, 1) income from interest on securities owned by the Fund, and 2) capital
gains and losses on securities owned by the Fund.
Principal Investment Strategies
The Fund seeks to achieve its objective through a combined portfolio of equi-
ties such as corporate common stocks, and investment grade fixed-income securi-
ties such as U.S. Government securities and corporate bonds. Under ordinary
market conditions, the Fund will invest at least 50% of its total assets in eq-
uity securities, at least 25% of its total assets in investment grade fixed-in-
come securities, and may invest up to 25% of its total assets in high quality
money market securities. However, Holland & Company L.L.C., the Fund's invest-
ment adviser (the "Adviser"), has discretion to determine the proportion of the
Fund's Portfolio that will be invested in equities and fixed-income securities
at any given time depending on the Adviser's perception of existing and antici-
pated market and economic conditions. The Adviser seeks to identify securities
that it believes have been fundamentally mispriced by the market and which have
minimal inherent investment risk.
Principal Risks
When you redeem your shares of the Fund, they could be worth more or less
than what you paid for them.
The Fund is subject to the following principal risks:
. Stock Market Volatility: The value of equity securities fluctuates in re-
sponse to issuer, political, market and economic developments. Equity
prices can fluctuate dramatically in response to these developments. Po-
litical or economic developments can affect a single issuer, issuers
within an industry or economic sector or geographic region, or the market
as a whole.
3
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. Risks of Investing in Fixed-Income Securities: Investments in fixed-income
securities are subject to several significant risks. These include:
. Interest rate risk. Fixed-income securities have varying levels of sen-
sitivity to changes in interest rates. In general, the price of a fixed-
income security may fall when interest rates rise and may rise when in-
terest rates fall. Securities with longer maturities may be more sensi-
tive to interest rate changes.
. Income risk. There is a chance that falling interest rates will cause
the Fund's income to decline. Income risk is generally higher for short-
term bonds and lower for long-term bonds.
. Credit risk. There is a chance that a bond issuer will fail to pay in-
terest and principal in a timely manner, thereby reducing the Fund's re-
turn. Credit risk should be low for the Fund, since it invests in in-
vestment grade fixed-income securities, including U.S. Government bonds.
4
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Bar Chart (Performance History)
Performance and Volatility
The bar chart below shows the performance of the Holland Balanced Fund during
the last several years. The chart provides some indication of the risks of in-
vesting in the Fund by showing changes in the Fund's performance from year to
year. Please keep in mind that past performance does not necessarily indicate
how the Fund will perform in the future.
HOLLAND BALANCED FUND
Total Return for the Year Ended December 31
[BAR CHART]
1996 1997 1998 1999
---- ----- ----- -----
16.51% 12.12% 16.40% 14.48%
During the period shown in the bar chart, the highest return for a quarter
was 10.56% (quarter ended 12/31/98) and the lowest return for a quarter was
(3.31% (quarter ended 9/30/98).
5
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Performance Comparison Table
Average Annual Total Return (for the period ending
December 31, 1999)
The information in the following table gives some indication of the risks of
an investment in the Fund by comparing the Fund's performance with a broad
measure of market performance.
<TABLE>
<CAPTION>
Since the Inception
Date of the Fund
Past 1 Year (June 21, 1995)
----------- -------------------
<S> <C> <C>
Holland Balanced Fund........................... 14.48% 15.43%
Standard & Poor's 500 Index..................... 19.53% 24.23%
Salomon 10 Year Government Bond Index........... -8.80% 5.95%
90 Day U.S. Treasury Bill....................... 4.83% 5.04%
Lipper Balanced Fund Index...................... 9.00% 14.16%
</TABLE>
Fee Table
Investor Expenses
This table describes the fees and expenses that you may pay if you buy and
hold shares of the Holland Balanced Fund.
<TABLE>
<S> <C> <C>
Shareholder Fees (fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases .................. None
Maximum Deferred Sales Charge (Load) .............................. None
Maximum Sales Charge (Load) Imposed on Reinvested Dividends and
other Distributions ............................................. None
Redemption Fee .................................................... None
Exchange Fee ...................................................... None
Annual Fund Operating Expenses (expenses that are deducted from Fund
assets)
Management Fees.................................................... 0.75
Distribution and/or Service Fees................................... None
Other Expenses..................................................... 0.87
Total Annual Operating Expenses**.................................. 1.62
</TABLE>
- ---------
** The Adviser has voluntarily agreed to cap the total annual operating ex-
penses of the Fund at 1.50% (on an annualized basis) of the Fund's average
daily net assets. The Adviser may discontinue this cap on total expenses at
any time, at its sole discretion.
6
<PAGE>
Cost Example
This example is intended to help you compare the cost of investing in the
Holland Balanced Fund with the cost of investing in other mutual funds. The ex-
ample assumes that you invest $10,000 in the Fund for the time periods indi-
cated and then redeem all of your shares at the end of those periods. The exam-
ple also assumes that your investment has a 5% return each year, that you rein-
vest all dividends and distributions, and that the Fund's operating expenses
remain the same. Although your actual costs and the return on your investment
may be higher or lower, based on these assumptions your costs would be:
<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
<S> <C> <C> <C>
$ 165 $ 511 $ 881 $ 1,922
</TABLE>
7
<PAGE>
More About the Fund--Investment Details
Investment Details of the Holland Balanced Fund
This Section provides additional information regarding the Fund's principal
investment strategies, investments and risks.
Investment Objective
The Fund seeks to provide a high total investment return.
Principal Investment Strategies
The Fund pursues its investment objective by investing primarily in equity
securities. Under ordinary market conditions, the Fund will invest at least 50%
of its total assets in equity securities, at least 25% of its total assets in
investment grade fixed-income securities, including U.S. Government securities
of any maturity, and may invest up to 25% of its total assets in high quality
money market securities. However, the Adviser has discretion to determine the
proportion of the Fund's Portfolio that will be invested in such equity and
fixed-income securities at any given time depending on the Adviser's perception
of existing and anticipated market and economic conditions.
A key component of the Adviser's approach is seeking to identify securities
that the Adviser believes have been fundamentally mispriced by investor senti-
ment or other market forces. The Adviser identifies such opportunities as those
in which earnings and profitability outlooks exceed the market's expectations.
Where the Adviser believes such opportunities exist, the Fund's assets will be
positioned in an effort to produce long-term price performance. The Adviser
seeks to make the fund tax efficient by offsetting portfolio gains with losses
when such action is consistent with the Fund's primary investment objective.
Principal Investments
The Fund may invest in equity securities and fixed-income securities. Equity
securities consist of common and preferred stock (including convertible
preferred stock), bonds, notes and debentures convertible into common or
preferred stock, stock purchases, warrants and rights, equity interests in
trusts, partnerships, joint ventures or similar enterprises and American,
Global or other types of depositary receipts. Most of the equity securities
purchased by the Fund are expected to be traded on a domestic or international
stock exchange or in an over-the-counter market. Fixed-income securities in
which the Fund may invest consist of U.S. government securities, U.S. and non-
U.S. corporate
8
<PAGE>
fixed-income obligations and sovereign fixed-income obligations issued by
governments and governmental entities, including supranational organizations
such as the World Bank. The Adviser will have discretion to invest in the full
range of maturities of fixed-income securities. The Fund will invest only in
instruments which are rated Baa or better by Moody's Investors Services, Inc.
or BBB or better by Standard & Poor's Corporation, or which are determined by
the Fund's Adviser to be of quality comparable to instruments so rated.
Portfolio Manager
Michael Holland is the portfolio manager for the Holland Balanced Fund. Mr.
Holland's money management and entrepreneurial skills have been employed on be-
half of a number of leading asset management and investment banking companies.
At The Blackstone Group from January 1994 through June 1995, he was a General
Partner and Chief Executive Officer of Blackstone Alternative Asset Management,
where he supervised the management of the firm's partnership investment fund.
Prior to that, he served as Vice Chairman at Oppenheimer & Co., from March 1992
through January 1994, where he helped launch and manage a number of closed-end
mutual funds.
From 1989 to 1992 Mr. Holland was Chairman and Chief Executive Officer of
Salomon Brothers Asset Management Inc. Before that he was President and Chief
Executive Officer of First Boston Asset Management Corporation, where client
assets grew to approximately $6 billion under his leadership.
A graduate of Harvard College and Columbia University Graduate School of
Business Administration, Mr. Holland began his career at J.P. Morgan & Co. in
1968.
Mr. Holland makes frequent appearances on television programs such as
Moneyline with Lou Dobbs, CNN, Bloomberg Business News and CNBC, and is perhaps
best known as a regular panelist on Wall $treet Week with Louis Rukeyser.
Portfolio Turnover Rates
The portfolio turnover rate for the Fund for fiscal year ending September 30,
1999, was 15.76%. This turnover rate is significantly lower than that of many
comparable mutual funds. Low portfolio turnover results in lower brokerage ex-
pense, and may decrease realized capital gains distributions, with favorable
tax consequences for the Fund's shareholders. See "Federal Tax Considerations"
below.
9
<PAGE>
More Information About Risks
Many factors affect the Fund's performance. The Fund's share prices change
daily based on changes in market conditions in response to economic, political
and financial developments. The direction and extent of those price changes
will be affected by the financial condition, industry and economic sector, and
geographic location of the companies in which the Fund invests, and the Fund's
level of investment in the securities of those companies. When you redeem your
shares of the Fund, they could be worth more or less than what you paid for
them.
The Fund's Statement of Additional Information includes additional informa-
tion regarding the risks associated with the Fund's investments.
The following factors may significantly affect the Fund's performance. "Stock
Market Volatility" and "Risks of Investing in Fixed-income Securities" are
principal risks of the Fund. The other factors set forth below are not consid-
ered principal risks for the Fund. The following discussion is intended to sup-
plement the discussion of risk in the section entitled "A Summary of the Fund--
Strategies and Risks":
Stock Market Volatility:
Market Risk. Stock and bond markets are volatile, and there is a risk that the
price of a security will rise or fall due to changing economic, political or
market conditions, as well as company-specific factors (see "Issuer-Specific
Risk" and "Risks of Investing in Fixed-income Securities" below). Consequently,
the value of your investment in the Fund will increase and decrease, which
means that you could lose money.
Issuer-Specific Risk. The price of an individual security or a particular type
of security can be more volatile than the market as a whole and can fluctuate
differently than the market as a whole. An individual issuer's securities can
rise or fall dramatically with little or no warning based upon such things as a
better (or worse) than expected earnings report, news about the development of
a promising product, distribution difficulties or the loss of key management
personnel. There is also a risk that the price of a security may never reach a
level that the Adviser believes is representative of its full value or that it
may go down in price.
Risks of Investing in Fixed-Income Securities:
Interest Rate Changes. There is a chance that bond prices overall will decline
over short or even long periods due to rising interest rates. In general, in-
terest rate risk should be lower for shorter-term bonds and higher for longer-
term bonds. High quality corporate and U.S. Government fixed-income securities
are not immune to interest rate risk.
10
<PAGE>
Income Risk. There is a chance that the Fund's income from fixed-income securi-
ties--and thus its total return--will decline due to falling interest rates.
Income risk is generally higher for short-term bonds and lower for long-term
bonds, because in an environment of falling interest rates as bonds mature the
Fund may be forced to reinvest in lower-yielding securities.
Credit Risk. There is a chance that an issuer of a bond will fail to make
timely payments of interest or principal. The Fund attempts to minimize this
risk by investing in securities considered investment grade at the time of pur-
chase. However, even investment grade securities are subject to some credit
risk. Changes in economic conditions or other circumstances can lead to a weak-
ened capability to make principal and interest payments. If an issuer of a bond
fails to make timely payments, it could affect the Fund's performance and the
Fund might not achieve its investment objective.
Defensive Strategies: In response to market, economic, political or other
conditions, the Adviser may temporarily use a different investment strategy for
the Fund for defensive purposes. Such a strategy could include investing up to
100% of the Fund's assets in cash or high-quality money market securities. If
the Adviser does so, it could affect the Fund's performance and the Fund might
not achieve its investment objective.
Lower-Quality Fixed-Income Securities: The Fund may invest in fixed-income
securities rated Baa or better by Moody's Investors Service, Inc. or BBB or
better by Standard & Poor's Corporation, or which are determined by the Adviser
to be of comparable quality. Bonds rated Aa or below, or AA or below are gener-
ally considered to be more speculative than the highest rated bonds and involve
greater risk of loss or price changes due to changes in the issuer's capacity
to pay.
Risks of Foreign Securities: Although the Adviser currently does not intend
to emphasize foreign securities in the Fund, it reserves the right to invest as
much as one-third of the Fund's total assets in foreign securities. Foreign se-
curities may be riskier than U.S. investments because of factors such as unsta-
ble international political and economic conditions, currency fluctuations,
foreign controls on investment and currency exchange, withholding taxes, a lack
of adequate company information, less liquid and more volatile markets, and a
lack of governmental regulation.
Dependence on Certain Individual: Michael Holland is primarily responsible
for the day-to-day management of the Fund's port folio. The loss of Michael
Holland's services (due to termination of
11
<PAGE>
employment, death, disability or otherwise) could adversely affect the conduct
of the Fund's business and its prospects for the future. There can be no assur-
ance that a suitable replacement for Michael Holland could be found.
Your Account
This section describes the services that are available to shareholders.
Types of Accounts
If you are making an initial investment in the Fund, you will need to open an
account. You may establish the following types of accounts:
. Individual or Joint Ownership. One person owns an individual account while
two or more people own a joint account. We will treat each individual
owner of a joint account as authorized to give instructions on purchases,
sales and exchanges of shares without notice to the other owners. However,
we will require each owner's signature guarantee for any transaction re-
quiring a signature guarantee.
. Gift or Transfer to Minors. A Custodian maintains a Uniform Gifts to Mi-
nors Act (UGMA) or Uniform Transfers to Minors Act (UTMA) account for the
benefit of a minor. To open an UGMA or UTMA account, you must include the
minor's social security number on the application.
. Trust. A trust can open an account. You must include the name of each
trustee, the name of the trust and the date of the trust agreement on the
application.
. Corporations, Partnerships and Other Legal Entities. Corporations, part-
nerships and other legal entities may also open an account. A general
partner of the partnership or an authorized officer of the corporation or
other legal entity must sign the application and resolution form.
. Retirement. If you are eligible, you may set up your account under a tax-
sheltered retirement plan, such as an Individual Retirement Account. Your
financial consultant can help you determine if you are eligible.
Shareholder Services
The Fund offers a number of shareholder services designed to facilitate in-
vestment in its shares. Full details as to each of such services, copies of the
various plans described below and instructions as to how to participate in var-
ious services or plans, or how to change options
12
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with respect thereto, can be obtained from the Fund or ALPS Mutual Funds Serv-
ices, Inc., the Fund's "Distributor".
. Automatic Investment Plan. An investor who opens an account and wants to
make subsequent, periodic investments in the Fund by electronic funds
transfer from a bank account may establish an Automatic Investment Plan on
the account. The investor specifies the frequency (monthly, quarterly or
yearly) and the automatic investment amount ($50 or more).
. Automatic Clearing House Purchases. An investor may, at his or her re-
quest, make additional investments in the Fund by giving his or her bank a
voided check with pre-arranged instructions to withdraw funds from his or
her bank account and deposit such funds into his or her Holland Balanced
Fund account.
. Automatic Reinvestment of Dividends and Capital Gains Distributions. All
dividends and capital gains distributions are reinvested automatically in
full and fractional shares of the Fund, without sales charge, at the net
asset value per share next determined on the ex-dividend date of such dis-
tribution. A shareholder may at any time, by written notification to Uni-
fied Advisers, Inc., the Fund's "Transfer Agent", elect to have subsequent
dividends or both dividends and capital gains paid in cash rather than re-
invested, in which event payment will be mailed on the payment date.
. IRAs. A prototype IRA is available generally for all working individuals
who receive compensation (which for self-employed individuals includes
earned income) for services rendered and for all individuals who receive
alimony or separate maintenance payments pursuant to a divorce or separa-
tion instrument. Contributions to an IRA made available by the Fund may be
invested in shares of the Fund. Shareholders should consult with a finan-
cial adviser regarding an IRA.
Shareholders may inquire about their Fund accounts by calling the Transfer
Agent at (800) 249-0763. Also, shareholders can receive the net asset value per
share of the Fund by calling the toll-free number.
Purchasing Shares
Shares of the Fund are available to investors making a minimum initial in-
vestment of $1,000. The minimum for subsequent investments is $500.
The Fund or the Adviser may waive or lower these minimums in certain cases.
You must complete and sign an application for each account you open with the
Fund.
13
<PAGE>
The price for Fund shares is the Fund's net asset value per share (NAV). We
determine the NAV as of the close of regular trading on the New York Stock Ex-
change (normally 4:00 p.m. Eastern time) every day that the Exchange is open.
We will price your order at the next NAV calculated after the Fund accepts your
order. For more information on how we price shares, see "Pricing of Fund
Shares" below.
The Fund and the Distributor each reserve the right to reject any purchase
for any reason and to cancel any purchase due to non-payment. You must make all
purchases in U.S. dollars and draw all checks on U.S. banks. We will not accept
cash or third-party checks for the purchase of shares.
Purchase Procedures
Method of
Purchase
Through a Contact your financial consultant.
Financial
Professional
Through
Selling Group ALPS Mutual Fund Services, Inc. autho-
Members rizes certain securities dealers, banks
or other financial service firms (collec-
tively, "Selling Group Members")
to purchase your shares. To receive that
day's share price:
. you must place your order with the
Selling Group Member before the close
of regular trading on the New York
Stock Exchange (normally 4:00 p.m.
Eastern time); and
. the Selling Group Member must transmit
the order to the Fund before 5:00 p.m.
Eastern time on that same day.
14
<PAGE>
By Mail To purchase Shares of the Fund, send your
completed application to:
Holland Balanced Fund
c/o Unified Advisers, Inc.
P.O. Box 6110
Indianapolis, IN 46206-6110
Include with your application your check,
payable to "Holland Balanced Fund".
By Wire . Initial Purchase: You will need to in-
struct a Federal Reserve System member
bank to wire Funds to:
Fifth Third Bank
Cincinnati, OH
ABA # 042000314
Attn.: Fifth Third--Central Indiana
Acct.: 747-88013
Benf.: Holland Balanced Fund
F/F/C (Shareholder's Account at Fund)
. Subsequent Purchase: Wire Funds to the
designated bank account for the Fund.
You may wire funds between 8:00 a.m. and
4:00 p.m. Eastern time. To make a same-
day wire investment, please call the
Transfer Agent at (800) 249-0763 to no-
tify us of your intention to wire funds,
and make sure your wire arrives by
4:00 p.m. Eastern time. Please note that
your bank may charge a fee for the wire.
Subsequent The minimum subsequent purchase is $500.
Purchases
15
<PAGE>
Important
Note You can redeem shares that you purchased
by check. However, while we will process
your redemption request at the next de-
termined net asset value after we receive
it, your redemption proceeds will not be
available until your check clears. This
could take up to ten calendar days.
Redeeming Shares
You have the right to sell ("redeem") all or any part of your shares subject
to certain restrictions. Selling your shares in the Fund is referred to as a
"redemption" because the Fund buys back its shares. We will redeem your shares
at the net asset value next computed following receipt of your redemption re-
quest in good order. See "Redemption Procedures--Request in Good Order" below.
We will mail your redemption proceeds to your current address or transmit
them electronically to your designated bank account. Under normal circumstanc-
es, we will send your redemption to you within seven days after we receive your
redemption request.
We will not process your redemption request if it is not in proper form (see
chart below). We will notify you if your redemption request is not in proper
form.
If, as a result of your redemption, your account value drops below $500, we
may redeem the remaining shares in your account. We will notify you in writing
of our intent to redeem your shares. We will allow at least thirty days there-
after for you to make an additional investment to avoid liquidation of the ac-
count.
Signature Guarantees
Your redemption request must be accompanied by a "signature guarantee" by a
national bank or other bank that is a member of the Federal Reserve System (not
a savings bank) or by a member firm of any national or regional securities ex-
change or other eligible guarantor institution. Notarized signatures are not
sufficient.
16
<PAGE>
Method of Redemption Procedures
Redemption
By Telephone You may authorize redemption of some or
all shares in your account by telephoning
the Transfer Agent at (800) 249-0763 or
the Distributor at 1-800-30-HOLLAND (or
selected dealers at their respective num-
bers) between 8:30 a.m. and 4:00 p.m.
Eastern time on any day the Fund is open.
For our mutual protection, all redemption
requests must include the information
listed in "Request in Good Order", below.
You will not be eligible to use the tele-
phone redemption service if you have de-
clined or canceled your telephone invest-
ment privilege.
By Mail You may send your redemption request to:
Holland Balanced Fund
c/o Unified Advisers, Inc.
P.O. Box 6110
Indianapolis, IN 46206-6110
For our mutual protection, all redemption
requests must include the information
listed in "Request in Good Order", below.
By Wire You may request your redemption proceeds
be wired directly to the bank account
designated on your application. Your bank
may impose a fee for the incoming wire.
For our mutual protection, all redemption
requests must include the information
listed in "Request in Good Order", below.
17
<PAGE>
Request in For our mutual protection, all redemption
"Good Order" requests must include:
. your account number
. the amount of the transaction
. for mail request, signatures of all
owners exactly as registered on the ac-
count
. signature guarantees (Signature guaran-
tees can be obtained at most banks,
credit unions, and licensed brokers)
. any supporting legal documentation that
may be required.
Your redemption request will be processed
at the next-determined share price after
we have received all required informa-
tion.
Important Once we have processed your redemption
Note request, and a confirmation number has
been given, the transaction cannot be re-
voked.
Options for Redemption Proceeds
You may receive your redemption proceeds by check or by wire.
Check Redemptions. Normally we will mail your check within two business days
of a redemption.
Wire Redemptions. Before you can receive redemption proceeds by wire, you
must establish this option by completing a special form or the appropriate sec-
tion of your account application.
Payment will ordinarily be made by wire on the next Business Day, but, in any
case, within no more than seven Business Days from the date of receipt of your
request.
Telephone Redemptions. Telephone redemption is made available to shareholders
of the Fund on the Account Application Form. Telephone redemptions are easy and
convenient, but this account option involves a risk of loss from unauthorized
or fraudulent transactions. We will take reasonable precautions to protect your
account from fraud. You should do the same by keeping your account information
private and by reviewing immediately any account statements and confirmations
that you receive. Please contact us immediately about any transaction you be-
lieve to be unauthorized.
18
<PAGE>
The Fund reserves the right to refuse a telephone redemption if it is be-
lieved advisable to do so.
We may also require a personal identification code from the caller.
The Fund and/or the Transfer Agent will not be responsible for any account
losses due to telephone fraud, as long as we have taken reasonable steps to
verify the caller's identity. If you wish to cancel the telephone redemption
feature for your account, please notify us in writing.
How to Reach the Fund
We are available to answer your questions about the Fund
or your account by telephone or by mail Monday through
Friday 9:00 a.m. to 5:00 p.m. Eastern time. Please note,
however, that purchase or redemption requests must be
received by 4:00 p.m. Eastern time on a day the Fund is
open for business. Purchase or redemption requests
received after 4:00 p.m. Eastern time will be executed
on the next day that the Fund is open for business.
By telephone 1-800-30-HOLLAND [1-800-304-6552]
Call for account or Fund information
By regular, Holland Balanced Fund
express or c/o ALPS Mutual Fund Services, Inc.
registered
mail 370 17th Street
Suite 3100
Denver, Colorado 80202
Pricing of Fund Shares
The Fund's net asset value per share or NAV is calculated on each day that
the New York Stock Exchange is open. The NAV is the value of a single share of
a Fund. The administrators calculate the NAV for each Fund they administer at
the close of regular trading of the New York Stock Exchange, normally 4:00 p.m.
Eastern time. The NAV is determined by subtracting the total of the Fund's lia-
bilities from its total assets and dividing the remainder by the number of
shares outstanding. The value of the Fund's total assets is generally based on
the market value of the securities that the Fund holds. If market values are
not
19
<PAGE>
available, we will determine the fair value of securities using procedures that
the Board of Directors of the Fund has approved. We will also determine the
fair value of securities whose values are materially affected by events occur-
ring after the closing of a foreign market. In those circumstances in which a
security's price is not considered to be market indicative, the security's val-
uation may differ from an available market quotation. Foreign securities may be
traded in their primary markets on weekends or other days when the Fund does
not price its shares. Therefore, if the Fund holds foreign securities, the
Fund's NAV may change on days when shareholders will not be able to buy or re-
deem their Fund shares.
Distributions
Long-term vs. Short-term capital gains:
. Long-term capital gains are realized on securities
held for more than one year and are part of your
capital gain distribution.
. Short-term capital gains are realized on securities
held less than one year and are part of your divi-
dend distributions.
As a shareholder, you are entitled to your share of the Fund's net income and
capital gains on its investments. The Fund passes substantially all of its
earnings along to its investors as distributions. When a Fund earns dividends
from stocks and interest from bonds and other fixed-income securities and dis-
tributes these earnings to shareholders, it is called a dividend distribution.
A Fund realizes capital gains when it sells securities for a higher price than
it paid. When net long-term capital gains are distributed to shareholders, it
is called a capital gain distribution. Net short-term capital gains are consid-
ered ordinary income and are included in dividend distributions.
The Fund distributes dividends quarterly and capital gains annually. Capital
gains distributions will typically be declared and paid in December.
You will receive distributions from the Fund in additional shares of the Fund
unless you choose to receive your distributions in cash. If you choose the
reinvestment option, dividend and capital gains distributions will be
reinvested automatically in shares of the Fund, without a sales charge, at the
net asset value per share next determined on the ex-dividend date of such
distribution. If you wish to change the way in which you receive distributions,
you should call 1-800-30-HOLLAND for instructions.
20
<PAGE>
If you have elected to receive distributions in cash, and the postal or other
delivery service returns your check to the Funds as undeliverable, you will not
receive interest on amounts represented by the uncashed checks.
Federal Tax Considerations
Your investment may have tax consequences that you should consider. If your
account is a tax-deferred or tax-exempt account (for example, an IRA or an em-
ployee benefit plan account), the following tax discussion does not apply.
Some of the more common federal tax consequences are described here but you
should consult your tax consultant about your particular situation. Although it
is not an investment objective, the Fund's Adviser will attempt to take into
account the tax consequences of its investment decisions. However, there may be
occasions when the Adviser's investment decisions will result in a negative tax
consequence for the Fund's shareholders.
Taxes on Distributions
You will generally be subject to federal income tax and possibly state taxes
on all Fund distributions. Your distributions will be taxed in the same manner
whether you receive the distributions in cash or additional shares of the Fund.
Distributions that are derived from the Fund's net investment income are desig-
nated by the Fund as "ordinary income dividends" and generally will be taxable
to you as ordinary income. Distributions that are derived from the Fund's long-
term net capital gains are designated by the Fund as "capital gains dividends"
and generally will be taxable to you as long-term capital gains, regardless of
the length of time you have owned Fund shares. If you receive distributions in
the form of additional shares, you will be treated for federal income tax pur-
poses as receiving a distribution in an amount equal to the net asset value of
the additional shares on the date of such distribution.
Taxes on Sales
If you redeem your shares of the Fund, you will be subject to tax on any tax-
able gain. Your taxable gain or loss is computed by subtracting your tax basis
in the shares from the redemption proceeds. Because your tax basis depends on
the original purchase price and on the price at which any dividends may have
been reinvested, you should keep your account statements so that you or your
tax preparer will be able to determine whether a sale or exchange will result
in a taxable gain or loss.
21
<PAGE>
Generally, your gain or loss will be a long-term gain or loss if you have
held the shares for more than one year. The maximum tax rate on any long-term
capital gain is 20%. If you sell or otherwise dispose of a share of the Fund
before holding it for more than six months, any loss on the sale or other dis-
position of such share shall be treated as a long-term capital loss to the ex-
tent of any capital gain dividends you received with respect to such share. A
loss realized on a sale or exchange of shares may be disallowed if other shares
are acquired within a 61-day period beginning 30 days before and ending 30 days
after the date that the shares are disposed of.
Taxes on Dividends
Dividend and capital gains distributions by the Fund generally are taxable to
you at the time the dividend or distribution is made. However, any dividend
that is declared in October, November or December of any year and is payable to
shareholders of record on a specified date in such months will be deemed to
have been received by shareholders and paid by the Fund on December 31 of such
year in the event such dividends are actually paid during January of the fol-
lowing year.
Unless your investment is in a tax-deferred account, you may want to avoid
investing in the Fund close to the date of a distribution because you pay the
full pre-distribution price for your shares and then receive part of your in-
vestment back as a taxable distribution.
Tax Withholding
The Fund may be required to withhold U.S. federal income tax at the rate of
31% ("backup withholding") from dividends and redemption proceeds payable to
non-corporate shareholders who fail to provide the Fund with their correct tax-
payer identification numbers or fail to make required certifications, or who
have been notified by the IRS that they are subject to backup withholding. Any
such withheld amounts may be credited against the shareholder's U.S. federal
income tax liability.
Management
Investment Adviser
Holland & Company L.L.C., is the Fund's investment adviser. The Adviser's ad-
dress is 375 Park Avenue, New York, NY 10152. The Adviser also offers portfolio
management and portfolio analysis services to individuals and institutions.
22
<PAGE>
Under the terms of an investment advisory agreement, subject to the direction
of the Board of Directors of the Fund, the Adviser is responsible for making
day-to-day investment decisions and engaging in portfolio transactions. The Ad-
viser provides office space, facilities, equipment and personnel necessary to
perform its duties under the Investment Advisory Agreement.
As compensation for its services, the Fund pays the Adviser a fee at the an-
nual rate of 0.75% of average daily net assets of the Fund. For the fiscal
years ended September 30, 1997, 1998 and 1999, the advisory fee, net of waiv-
ers, was $0, $122,972 and $255,017, respectively.
The Adviser may waive all or part of its fee from time to time in order to
increase the Fund's net income available for distribution to shareholders. The
Fund will not be required to reimburse the Adviser for any advisory fees
waived. In addition, the Adviser has voluntarily agreed to cap total operating
expenses at 1.50% (on an annualized basis) of the Fund's average daily net as-
sets. The Adviser may discontinue this cap on total expenses at any time, at
its sole discretion.
23
<PAGE>
Other Service Providers
The Fund relies on other companies to provide necessary services for its day-
to-day operations. Below is a list of these service providers.
Administrator and Custodian
State Street Bank and Trust Company
225 Franklin Street
Boston, Massachusetts 02110
Distributor
ALPS Mutual Funds Services, Inc.
370 17th Street
Suite 3100
Denver, Colorado 80202
Transfer Agent
Unified Advisers, Inc.
P.O. Box 6110
Indianapolis, Indiana 46206-6110
Counsel
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017
Independent Accountants
PricewaterhouseCoopers LLP
1177 Avenue of the Americas
New York, New York 10036
24
<PAGE>
Financial Highlights
The Financial Highlights table is intended to help you understand the Fund's
financial performance for the fiscal year ended September 30, 1999. Certain in-
formation reflects financial results for a single Fund share. The total returns
in the table represent the rate that an investor would have earned or lost on
an investment in the Fund (assuming reinvestment of all dividends and distribu-
tions). This information has been audited by PricewaterhouseCoopers LLP, whose
report, along with the Fund's financial statements, are included in the Fund's
annual report, which is available upon request.
<TABLE>
<CAPTION>
Period
For the Year Ended 10/2/95*
For a capital share outstanding ------------------------- to
throughout the period 9/30/99 9/30/98 9/30/97 9/30/96
- ------------------------------- ------- ------- ------- --------
<S> <C> <C> <C> <C>
Per Share Data
Net asset value, beginning of period.. $ 13.74 $ 13.70 $ 11.39 $10.00
------- ------- ------- ------
Increase/Decrease from Investment
Operations
Net investment income................. 0.23 0.28 0.26 0.23
Net realized and unrealized gain on
investment........................... 1.66 0.05 2.30 1.33
------- ------- ------- ------
Total from investment operations...... 1.89 0.33 2.56 1.56
------- ------- ------- ------
Less Dividends and Distributions From:
Net investment income................. (0.28) (0.29) (0.25) (0.17)
Net realized gain on investments...... (0.08) -- (0.00)# --
------- ------- ------- ------
Total dividends and distributions..... (0.36) (0.29) (0.25) (0.17)
------- ------- ------- ------
Net asset value, end of period........ $ 15.27 $ 13.74 $ 13.70 $11.39
------- ------- ------- ------
Total Return(c)....................... 13.87% 2.43% 22.71% 15.65%(a)
Ratios/Supplemental Data
Net assets, end of period (000's)..... $45,344 $30,041 $26,788 $7,606
Ratio of expenses to average net
assets after fee waivers and
reimbursement of other expenses...... 1.50% 1.50% 1.50% 1.50%(b)
Ratio of expenses to average net
assets before fee waivers and
reimbursement of other expenses...... 1.62% 1.83% 2.55% 4.81%(b)
Ratio of net investment income to
average net assets after fee waivers
and reimbursement of other expenses.. 1.59% 2.05% 2.31% 2.36%(b)
Ratio of net investment income to
average net assets before fee waivers
and reimbursement of other expenses.. 1.47% 1.72% 0.31% 0.96%(b)
Portfolio turnover.................... 15.76% 16.49% 5.07% 5.04%
</TABLE>
- ---------
See Notes to the Financial Statements
(a) Not annualized
(b) Annualized
(c) Total return would have been lower had certain expenses not been waived or
reimbursed.
# Rounds to less than $0.01
* Commencement of Investment Operations
25
<PAGE>
Where to find more information:
You will find more information about the Holland Balanced Fund in the fol-
lowing documents:
. Annual and semi-annual reports: Our annual and semi-annual reports list
the holdings in the Fund, describe the Fund's performance, include
financial statements for the Fund, and discuss the market conditions and
strategies that significantly affected the Fund's performance during the
last fiscal year.
. Statement of Additional Information ("SAI"): The Statement of Additional
Information contains additional and more detailed information about the
Fund.
The SAI and the financial statements included in the current annual and semi-
annual reports are incorporated by reference into (and are thus a part of)
this Prospectus.
There are four ways to get copies of these documents:
1.Call or write for one, and a copy will be sent without charge.
Holland Balanced Fund
c/o ALPS Mutual Funds Services, Inc.
370 17th Street, Suite 3100
Denver, Colorado 80202
1-800-30-HOLLAND (or 1-800-304-6552)
2. Go to the Fund's website (www.thehollandfund.com) and download a free
copy.
3. Call or write the Public Reference Room of the Securities and Exchange
Commission ("SEC") and ask them to mail you a copy. The SEC charges a fee
for this service. You can also go to the Public Reference Room and copy
the documents while you are there. Information about the Public Reference
Room may be obtained by calling the number below.
Securities and Exchange Commission
Public Reference Section
Washington, D.C. 20549-0102
1-202-942-8090
Email: [email protected]
4. Go to the SEC's website (www.sec.gov) and download a free text-only ver-
sion.
If you are a current Fund shareholder who would like information about your
account, account transactions, or account statements, please call us at
1-800-30-HOLLAND (or 1-800-304-6552).
If you purchased your shares through a financial institution, you may con-
tact that institution for more information.
The Holland Balanced Fund's Investment Company Act File Number is 811-9060.
26
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
-----------------------------------
HOLLAND BALANCED FUND
375 Park Avenue, New York, New York 10152 . Phone No.(800) 30-HOLLAND
[800-304-6552]
________________
Holland Balanced Fund (the "Fund") is a no-load diversified portfolio
of Holland Series Fund, Inc., an open-end management investment company. The
Fund is designed to provide investors with a convenient and professionally
managed vehicle for seeking a high total investment return. Total investment
return is the aggregate of dividend and interest income and realized and
unrealized capital value changes. The Fund seeks to achieve high total
investment return from a combined portfolio of equity and investment grade
fixed-income securities. There can be no assurance that the Fund's objective
will be attained.
________________
This Statement of Additional Information of the Fund is not a
prospectus and should be read in conjunction with the prospectus of the Fund,
dated January 28, 2000 (the "Prospectus"), which has been filed with the
Securities and Exchange Commission and can be obtained, without charge, by
calling or by writing the Fund at the above telephone number or address. This
Statement of Additional Information has been incorporated by reference into the
Prospectus.
________________
Holland & Company L.L.C.- Investment Adviser
ALPS Mutual Funds Services, Inc.- Distributor
________________
The date of this Statement of Additional Information is January 28, 2000.
<PAGE>
Table of Contents
<TABLE>
<CAPTION>
Page
----
<S> <C>
ADDITIONAL INFORMATION ON PORTFOLIO INSTRUMENTS AND INVESTMENT POLICIES.. 3
INVESTMENT RESTRICTIONS.................................................. 4
MANAGEMENT OF THE FUND................................................... 6
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES...................... 8
REDEMPTION OF SHARES..................................................... 8
PORTFOLIO TRANSACTIONS AND BROKERAGE..................................... 9
DETERMINATION OF NET ASSET VALUE......................................... 10
PERFORMANCE DATA......................................................... 10
SHAREHOLDER SERVICES..................................................... 11
DIVIDENDS AND DISTRIBUTIONS.............................................. 12
TAXATION................................................................. 12
ADDITIONAL INFORMATION................................................... 16
FINANCIAL STATEMENTS..................................................... 17
</TABLE>
2
<PAGE>
ADDITIONAL INFORMATION ON PORTFOLIO INSTRUMENTS AND INVESTMENT POLICIES
Repurchase Agreements
The Fund may enter into repurchase agreements. A repurchase agreement
is a transaction in which the seller of a security commits itself at the time of
the sale to repurchase that security from the buyer at a mutually agreed upon
time and price. Repurchase agreements may be characterized as loans which are
collateralized by the underlying securities. The Fund will enter into repurchase
agreements only with respect to obligations that could otherwise be purchased by
the Fund. The Fund will enter into repurchase agreements only with dealers,
domestic banks or recognized financial institutions which, in the opinion of the
investment adviser, Holland & Company, L.L.C. (the "Investment Adviser") based
on guidelines established by the Fund's Board of Directors (the "Directors"),
are deemed creditworthy. The Investment Adviser will monitor the value of the
securities underlying the repurchase agreement at the time the transaction is
entered into and at all times during the term of the repurchase agreement to
ensure that the value of the securities always equals or exceeds the repurchase
price. The Fund requires that additional securities be deposited if the value of
the securities purchased decreases below their resale price and does not bear
the risk of a decline in the value of the underlying security unless the seller
defaults under the repurchase obligation. In the event of default by the seller
under the repurchase agreement, the Fund could experience losses that include:
(i) possible decline in the value of the underlying security during the period
while the Fund seeks to enforce its rights thereto; (ii) additional expenses to
the Fund for enforcing those rights; (iii) possible loss of all or part of the
income or proceeds of the repurchase agreement; and (iv) possible delay in the
disposition of the underlying security pending court action or possible loss of
rights in such securities. Repurchase agreements with maturities of more than
seven days will be treated as illiquid securities by the Fund.
Securities with Limited Trading Market
The Fund may invest up to 15% of the value of its total assets in illiquid
securities, such as "restricted securities" which are illiquid, and securities
that are not readily marketable. If the Fund has a substantial position in
securities with limited trading markets, its activities could have an adverse
effect upon the liquidity and marketability of those securities. Investments in
securities which are "restricted" may involve added expenses should the Fund be
required to bear registration costs with respect to such securities and could
involve delays in disposing of such securities which might have an adverse
effect upon the price and timing of sales of such securities and the liquidity
of the Fund with respect to redemptions. Restricted securities and securities
for which there is a limited trading market may be significantly more difficult
to value due to the unavailability of reliable market quotations for such
securities, and investment in such securities may have an adverse impact on net
asset value.
Firm Commitments and When-Issued Securities
The Fund may purchase securities on a firm commitment basis, including
when-issued securities. Securities purchased on a firm commitment basis are
purchased for delivery beyond the normal settlement date at a stated price and
yield. No income accrues to the purchaser of a security on a firm commitment
basis prior to delivery. Such securities are recorded as an asset and are
subject to changes in value based upon changes in the general level of interest
rates. Purchasing a security on a firm commitment basis can involve a risk that
the market price at the time of delivery may be lower than the agreed upon
purchase price, in which case there could be an unrealized loss at the time of
delivery. The Fund will only make commitments to purchase securities on a firm
commitment basis with the intention of actually acquiring the securities, but
may sell them before the settlement date if it is deemed advisable. The Fund
will establish a segregated account in which it will maintain liquid assets in
an amount at least equal in value to the Fund's commitments to purchase
securities on a firm commitment basis. If the value of these assets declines,
the Fund will place additional liquid assets in the account on a daily basis so
that the value of the assets in the account is equal to the amount of such
commitments.
Borrowing
The Fund may borrow in certain limited circumstances. See "Investment
Restrictions." Borrowing creates an opportunity for increased return, but, at
the same time, creates special risks. For example, borrowing may exaggerate
changes in the net asset value of the Fund's portfolio. Although the principal
of any borrowing will be fixed, the Fund's assets may change in value during the
time the borrowing is outstanding. The Fund may be required to liquidate
portfolio securities at a time when it would be disadvantageous to do so in
order to make payments with respect to any borrowing, which could affect the
investment manager's strategy and the ability of the fund to comply with certain
provisions of the Internal Revenue Code of 1986, as amended (the "Code") in
order to provide "pass-though" tax treatment to shareholders. Furthermore, if
the Fund were to engage in borrowing, an increase in interest rates could reduce
the value of the Fund's shares by increasing the Fund's interest expense.
3
<PAGE>
Warrants
The Fund may invest in warrants, which are securities permitting, but
not obligating, their holder to subscribe for other securities. Warrants do not
carry the right to dividends or voting rights with respect to their underlying
securities, and they do not represent any rights in assets of the issuer. An
investment in warrants may be considered speculative. In addition, the value of
a warrant does not necessarily change with the value of the underlying
securities and a warrant ceases to have value if it is not exercised prior to
its expiration date.
Foreign Securities
In addition to risks identified in the Prospectus, other investment
risks associated with foreign securities include the possible seizure or
nationalization of foreign assets and the possible establishment of exchange
controls, expropriation, confiscatory taxation, other foreign governmental laws
or restrictions which might adversely affect payments due on securities held by
the Fund, the lack of extensive operating experience of eligible foreign
subcustodians and legal limitations on the ability of the Fund to recover assets
held in custody by a foreign subcustodian in the event of the subcustodian's
bankruptcy. Brokerage commissions and other transaction costs on foreign
securities exchanges are generally higher than in the United States. Finally, in
the event of a default in any such foreign obligations, it may be more difficult
for the Fund to obtain or enforce a judgment against the issuers of such
obligations.
Sovereign Debt
Investment in certain debt obligations issued or guaranteed by a
government, its agencies or instrumentalities ("Sovereign Debt") involves a high
degree of risk. The governmental entity that controls the repayment of Sovereign
Debt may not be willing or able to repay the principal and/or interest when due
in accordance with the terms of such debt. Holders of Sovereign Debt, including
the Fund, may be requested to participate in the rescheduling of such debt and
to extend further loans to governmental entities. A foreign sovereign itself
would not be subject to traditional bankruptcy proceedings by which Sovereign
Debt on which it has defaulted may be collected in whole or in part, and certain
sovereign entities may not be subject to such proceedings. Further, the Fund may
have difficulty disposing of certain Sovereign Debt obligations, as there may be
a thin trading market for such securities.
INVESTMENT RESTRICTIONS
In addition to the investment restrictions set forth in the
Prospectus, the Fund has adopted the following restrictions and policies
relating to the investment of its assets and its activities. The Fund may not:
1. Make investments for the purpose of exercising control or
management.
2. Purchase securities of other investment companies except as
permitted under the Investment Company Act of 1940, as amended (the "1940
Act") or in connection with a merger, consolidation, acquisition or
reorganization.
3. Purchase or sell real estate, provided that the Fund may invest
in securities secured by real estate or interests therein or issued by
companies which invest in real estate or interests therein.
4. Purchase or sell commodities or commodity contracts.
5. Underwrite securities of other issuers except insofar as the Fund
may be deemed an underwriter under the Securities Act of 1933, as amended
(the "Securities Act") in selling portfolio securities.
6. Make loans, except that (a) the Fund may purchase and hold debt
securities in accordance with its investment objective(s) and policies, (b)
the Fund may enter into repurchase
4
<PAGE>
agreements with respect to portfolio securities, subject to applicable
limitations of its investment policies, and (c) delays in the settlement of
securities transactions will not be considered loans.
7. Purchase any securities on margin, except that the Fund may (i)
purchase delayed delivery or when issued securities, and (ii) obtain such
short-term credits as may be necessary for the clearance of purchases and
sales of portfolio securities.
8. Sell securities short.
9. Purchase securities of issuers which it is restricted from
selling to the public without registration under the Securities Act if by
reason thereof the value of its aggregate investment in such securities
will exceed 10% of its total assets.
10. Write, purchase or sell puts, calls, straddles, spreads or
combinations thereof.
11. Purchase or sell interests in oil, gas or other mineral
exploration or development programs provided, however, that this shall not
prohibit the Fund from purchasing publicly traded securities of companies
engaging in whole or in part in such activities.
12. Purchase or retain any securities of an issuer if one or more
persons affiliated with the Fund owns beneficially more than 1/2 of 1% of
the outstanding securities of such issuer and such affiliated persons so
owning 1/2 of 1% together own beneficially more than 5% of such securities.
13. Invest more than 5% of its total assets in securities of
unseasoned issuers (other than securities issued or guaranteed by U.S.
federal or state or foreign governments or agencies, instrumentalities or
political subdivisions thereof) which, including their predecessors, have
been in operation for less than three years.
14. Invest in warrants (other than warrants acquired by the Fund as
part of a unit or attached to securities at the time of purchase) if, as a
result, the investments (valued at the lower of cost or market) would
exceed 5% of the value of the Fund's net assets or if, as a result, more
than 2% of the Fund's net assets would be invested in warrants that are not
listed on the American Stock Exchange or the New York Stock Exchange.
15. Purchase the securities of any one issuer, other than securities
issued or guaranteed by the U.S. government its agencies or
instrumentalities, if immediately after such purchase, more than 5% of the
value of the Fund's total assets would be invested in such issuer or the
Fund would own more than 10% of the outstanding voting securities of such
issuer, except that up to 25% of the value of the Fund's total assets may
be invested without regard to this restriction.
16. Borrow money (including entering into reverse repurchase
agreements) except as a temporary measure for extraordinary or emergency
purposes, and in no event in excess of 15% of the value of the Fund's total
assets at the time the borrowing is made, except that for the purpose of
this restriction, short-term credits necessary for settlement of securities
transactions are not considered borrowings (the Fund will not purchase any
securities at any time while such borrowings exceed 5% of the value of its
total assets).
17. Invest more than 25% of the total assets of the Fund in the
securities of issuers having their principal activities in any particular
industry, except for obligations issued or guaranteed by the U.S.
government, its agencies or instrumentalities or by any state, territory or
any possession of the United States or any of their authorities,
agencies, instrumentalities or political subdivisions, or with respect to
repurchase agreements collateralized by any of such obligations (for
purposes of this restriction, supranational issuers will be considered to
comprise an industry as will each foreign government that issues
securities purchased by the Fund).
Investment restrictions (1) through (6) and (15) through (17)
described above are fundamental policies of the Fund and may be changed only
with the affirmative vote of the holders of a majority of the Fund's outstanding
voting securities, as defined in the 1940 Act. Restrictions (7) through (14) are
non-fundamental policies of the Fund and may be changed by a majority of the
Board of Directors of the Fund. Whenever an investment policy or limitation
states a maximum percentage of the Fund's assets in any security or other asset,
such percentage limitation shall be determined immediately after and as a result
of the Fund's acquisition of such security or other asset. Accordingly, any
later increase or decrease in a percentage resulting from a change in values,
net assets or other circumstances will not be considered when determining
whether that investment complies with the Fund's investment policies and
limitations.
5
<PAGE>
MANAGEMENT OF THE FUND
Directors and Officers
The Directors and executive officers of the Fund and their principal
occupations for at least the last five years are set forth below. Unless
otherwise noted, the address of each executive officer and Director is 375 Park
Ave., New York, New York 10152.
<TABLE>
<CAPTION>
Principal Occupation
Name and Address Position with the Company During Past Five Years
- ---------------- ------------------------- ----------------------
<S> <C> <C>
Michael F. Holland*/ Director and President Holland & Company L.L.C., Chairman,
Age: 55 6/95 - present; The Blackstone
Group, general partner, 1/94 - 5/95;
Oppenheimer & Co., Vice Chairman,
3/92 - 1/94; Salomon Brothers Asset
Management Inc., Chairman and Chief
Executive Officer, 5/89 - 3/92;
Salomon Brothers Inc., Managing
Director 5/89 - 3/92.
Sheldon S. Gordon Director, Chairman Union Bancaire Privee International,
Age: 63 Inc., Chairman 9/96 - Present;
Blackstone Alternative Asset
Union Bancaire Privee Management L.P., Chairman 1/93 -
International Holdings 9/96; The Blackstone Group, general
630 Fifth Avenue partner 4/91 - 5/95; Blackstone
New York, NY 10111 Europe, Chairman, 4/91 - 6/93;
Stamford Capital Group, Inc.,
Chairman and Chief Executive
Officer, 1/85 - 8/90.
Herbert S. Winokur, Jr. Director Chairman and Chief Executive Officer,
Age: 55 Capricorn Holdings, Inc., Managing
General Partner, Capricorn Investors, L.P.,
Capricorn Holdings, Inc. Capricorn Investors II, L.P.,
30 East Elm Street Capricorn Investors III, L.P.,
Greenwich, CT 06902 9/87 - present.
Desmond G. FitzGerald Director North American Properties Group,
Age: 55 Chairman, 1/87 - present; North
American Housing Corp., Chairman,
North American Properties Group 12/86 - 8/93.
2015 West Main Street
Stamford, CT 06902
Jeff Tarr Director Junction Advisors, Chairman, 1/81 -
Age: 55 present.
Junction Advisers, Inc.
9 West 57th Street, Suite 4650
New York, NY 10019
</TABLE>
_________________________
*/ interested person as defined in the 1940 Act.
6
<PAGE>
<TABLE>
<S> <C> <C>
Tana Tselepis Secretary and Treasurer Salomon Brothers Asset Management,
Age: 64 Vice President and Chief Compliance
Officer, 1995 - 1997; Consultant to
Holland & Company, LLC, 1997 - 1999;
Secretary and Treasurer, June 1999 -
present.
</TABLE>
Pursuant to the terms of the Fund's investment advisory agreement and
administration agreement, the Investment Adviser or State Street Bank and Trust
Company (the "Administrator") pays all compensation of officers and employees of
the Fund and the Investment Adviser pays the fees of all Directors of the Fund
who are affiliated persons of the Investment Adviser. The Fund pays each
unaffiliated Director an annual fee, paid quarterly, of $3,000 plus $500 per
meeting attended and pays all Directors' actual out-of-pocket expenses relating
to attendance at meetings. The Fund does not provide any pension or retirement
benefits to its Directors.
Director's Compensation Table for the Year Ended September 30, 1999
-------------------------------------------------------------------
<TABLE>
<CAPTION>
Director Aggregate Pension or Retirement Total Compensation
Compensation from Benefits Accrued as From Registrant and
Registrant Part of Fund Expenses Fund Complex Paid to
Directors
<S> <C> <C> <C>
Michael F. Holland $ 0 $ 0 $ 0
Sheldon S. Gordon $4,750 $ 0 $4,750
Herbert S. Winokur, Jr. $4,250 $ 0 $4,250
Desmond FitzGerald $4,250 $ 0 $4,250
Jeff C. Tarr $4,750 $ 0 $4,750
</TABLE>
Management and Advisory Arrangements
Reference is made to "Management - Investment Adviser" in the
Prospectus for certain information concerning the management and advisory
arrangements of the Fund.
The investment advisory agreement dated September 28, 1995 with the
Investment Adviser (the "Investment Advisory Agreement") provides that, subject
to the direction of the Board of Directors of the Fund, the Investment Adviser
is responsible for the actual management of the Fund's portfolio. The
responsibility for making decisions to buy, sell or hold a particular security
rests with the Investment Adviser, subject to review by the Board of Directors.
The Investment Adviser provides the portfolio manager for the Fund, who
considers analyses from various sources, makes the necessary investment
decisions and places transactions accordingly. As compensation for its services
to the Fund, the Investment Adviser receives monthly compensation at the annual
rate of 0.75% of the average daily net assets of the Fund. For the year ended
September 30, 1999, the Investment Adviser received net fees of $255,017 after
voluntary fee waivers of $51,042. For the year ended September 30, 1998, the
Investment Adviser received net fees of $122,972 after voluntary fee waivers of
$92,289. For the year ended September 30, 1997, the Investment Adviser
voluntarily waived all fees payable to it by the Fund, totaling $118,211 and
reimbursed $46,628 of expenses of the Fund. For the period from October 2, 1995
(commencement of operations) to September 30, 1996, the Investment Adviser
waived all fees payable to it by the Fund, totaling $38,075 and reimbursed
$131,302 of expenses of the Fund.
Investment decisions for the Fund are made independently from those of
other accounts managed by the Investment Adviser. Securities held by the Fund
also may be held by, or be appropriate investments for, other investment
advisory clients of the Investment Adviser. Because of different objectives or
other factors, a particular security may be bought for one or more clients when
7
<PAGE>
one or more clients are selling the same security. If purchases or sales of
securities for the Fund or other advisory clients of the Investment Adviser
arise for consideration at or about the same time, transactions in such
securities will be made, insofar as feasible, for the respective funds and
clients in a manner deemed equitable to all. To the extent that transactions on
behalf of more than one client of the Investment Adviser during the same period
may increase the demand for securities being purchased or the supply of
securities being sold, there may be an adverse effect on price or the size of
the position obtained or sold.
The Investment Advisory Agreement obligates the Investment Adviser to
provide investment advisory services and all the office space, facilities,
equipment and personnel necessary to perform its duties under the Investment
Advisory Agreement. The Fund pays all other expenses incurred in the operation
of the Fund including, among other things, taxes, expenses for legal and
auditing services, costs of printing proxies, stock certificates, shareholder
reports, prospectuses and statements of additional information, charges of the
custodian and the transfer agent, expenses of redemption of shares, Securities
and Exchange Commission (the "Commission") fees, expenses of registering the
shares under federal and state securities laws, fees and expenses of
unaffiliated Directors, accounting and pricing costs (including the daily
calculation of net asset value), insurance, interest, brokerage costs,
litigation and other extraordinary or non-recurring expenses, and other expenses
properly payable by the Fund.
Unless earlier terminated as described below, the Investment Advisory
Agreement will remain in effect from year to year if approved annually (a) by
the Board of Directors of the Fund or by a majority of the outstanding shares of
the Fund and (b) by a majority of the Directors who are not parties to such
contract or interested persons (as defined in the 1940 Act) of any such party.
Such contract is not assignable and may be terminated without penalty on 60
days' written notice at the option of either party thereto or by the vote of the
shareholders of the Fund. The continuation of the Investment Advisory Agreement
was most recently approved by the Board of Directors on September 16, 1999, and
by the sole shareholder, Michael F. Holland, on June 28, 1995.
The Investment Adviser is controlled by Michael Holland, its managing
member and owner of a 99% interest in the limited liability company.
Administrator
State Street Bank and Trust Company (the "Administrator") acts as the
Fund's administrator pursuant to an administration agreement (the
"Administration Agreement"). Pursuant to the Administration Agreement, dated
June 1, 1999, the Administrator is responsible for providing certain
administrative and accounting services to the Fund, and assists in managing and
supervising all aspects of the general day-to-day business activities and
operations of the Fund other than investment advisory activities, including
maintaining the books and records of the Fund, and preparing certain reports and
other documents required by federal and/or state laws and regulations. The Fund
pays the Administrator a monthly fee at the annual rate of 0.10% of the Fund's
average daily net assets up to $100 million, 0.08% of the next $100 million, and
0.06% of those assets in excess of $200 million, and the Administrator is
entitled to reimbursement from the Fund for its out-of-pocket expenses incurred
under the Administration Agreement. The Administrator will be paid a minimum fee
of $5,000 per month for the first year and a minimum fee of $7,000 per month
thereafter for services provided to the Fund.
Codes of Ethics
The Fund and the Investment Adviser have adopted codes of ethics that are
designed to ensure that the interests of Fund Shareholders come before the
interests of those involved in managing the Fund. The codes of ethics, among
other things, prohibit management personnel from investing in an initial
public offering and require pre-approval for investments in private placements.
The Fund's Independent Directors are prohibited from purchasing or selling any
security if they know or reasonably should have known at the time of the
transaction that, within the most recent 15 days, the security is being or has
been considered for purchase or sale by the Fund, or is being purchased or sold
by the Fund.
CONTROL PERSONS and PRINCIPAL HOLDERS OF SECURITIES
As of October 31, 1999, the following person held 5 percent or more
of the outstanding shares of the Holland Balanced Fund: Donaldson, Lufkin and
Jenrette - 6.52%.
As of October 31, 1999, the officers and directors of the Fund as a
group owned 3.7 percent of the outstanding shares of the Holland Balanced Fund.
REDEMPTION OF SHARES
Reference is made to "Redeeming Shares" in the Prospectus for certain
information as to the redemption and repurchase of Fund shares.
The right to redeem shares or to receive payment with respect to any
such redemption may only be suspended for any period during which trading on the
New York Stock Exchange is restricted as determined by
8
<PAGE>
the Commission or such Exchange is closed (other than customary weekend and
holiday closings), for any period during which an emergency exists as defined by
the Commission as a result of which disposal of portfolio securities or
determination of the net asset value of the Fund is not reasonably practicable,
and for such other periods as the Commission may by order permit for the
protection of shareholders of the Fund.
The Fund may redeem shares if, in the opinion of the Fund, ownership
of the shares has or may become concentrated to an extent which would cause the
Fund to be deemed a personal holding company within the meaning of the Code.
PORTFOLIO TRANSACTIONS AND BROKERAGE
Subject to policy established by the Board of Directors, the
Investment Adviser is primarily responsible for the Fund's portfolio decisions
and the placing of the Fund's portfolio transactions. The Fund anticipates that
its annual portfolio turnover rate generally will not exceed 100%. The actual
portfolio turnover for the years ended September 30, 1999, 1998, 1997 and 1996
were 15.76%, 16.49%, 5.07% and 5.04%, respectively.
Fixed-income securities, certain short-term securities and certain
equities normally will be purchased or sold from or to issuers directly or to
dealers serving as market makers for the securities at a net price, which may
include dealer spreads and underwriting commissions. Equity securities may also
be purchased or sold through brokers who will be paid on commission. For the
years ended September 30, 1999, 1998, 1997 and 1996, the Fund paid brokerage
commissions of $13,106, $9,911, $6,846, and $3,976, respectively. In selecting
brokers and dealers, it is the policy of the Fund to obtain the best results
taking into account factors such as the general execution and operational
facilities of the brokers or dealer, the type and size of transaction involved,
the creditworthiness and stability of the broker or dealer, execution and
settlement capabilities, time required to negotiate and execute the trade,
research services and the Investment Adviser's arrangements related thereto (as
described below), overall performance, the dealer's risk in positioning the
securities involved and the broker's commissions and dealer's spread or mark-up.
While the Investment Adviser generally seeks the best price in placing its
orders, the Fund may not necessarily be paying the lowest price available.
Notwithstanding the above, in compliance with Section 28(e) of the
Securities Exchange Act of 1934, as amended, the Investment Adviser may select
brokers who charge a commission in excess of that charged by other brokers if
the Investment Adviser determines in good faith that the commission to be
charged is reasonable in relation to the brokerage and research services
provided to the Investment Adviser by such brokers. Research services generally
consist of research and statistical reports or oral advice from brokers
regarding particular companies, industries or general economic conditions. The
Investment Adviser may also, in compliance with applicable law, enter into
arrangements with brokers pursuant to which such brokers provide research in
exchange for a certain volume of brokerage transactions to be executed through
such broker. While the payment of higher commissions increases the Fund's costs,
the Investment Adviser does not believe that the receipt of such brokerage and
research services significantly reduces its expenses as the Fund's investment
manager. The Investment Adviser's arrangements for the receipt of research
services from brokers may create conflicts of interest.
Research services furnished to the Investment Adviser by brokers who
effect securities transactions for a Fund may be used by the Investment Adviser
in servicing other investment companies and accounts which it manages.
Similarly, research services furnished to the Investment Adviser by brokers who
effect securities transactions for other investment companies and accounts which
the Investment Adviser manages may be used by the Investment Adviser in
servicing the Fund. Not all of these research services are used by the
Investment Adviser in managing any particular account, including the Fund.
9
<PAGE>
DETERMINATION OF NET ASSET VALUE
The net asset value of the shares of the Fund is determined once daily
Monday through Friday as of the time of the close of regularly scheduled trading
on the New York Stock Exchange on each day during which such Exchange is open
for trading. The New York Stock Exchange is not open on New Year's Day,
President's Day, Good Friday, Memorial Day, Independence Day, Labor Day, Martin
Luther King Day, Thanksgiving Day or Christmas Day. The net asset value per
share is computed by dividing the sum of the value of the securities held by the
Fund plus any cash or other assets (including interest and dividends accrued but
not yet received) minus all liabilities (including accrued expenses) by the
total number of shares outstanding at such time, rounded to the nearest cent.
Expenses, including the investment advisory fees payable to the Investment
Adviser, are accrued daily.
Securities and assets for which market quotations are not readily
available are valued at fair value as determined in good faith by or under the
direction of the Board of Directors of the Fund.
PERFORMANCE DATA
The Fund's "average annual total return" figures described and shown
in the Prospectus are computed according to a formula prescribed by the
Commission. The formula can be expressed as follows:
P(1+T)/n/=ERV
Where:
P = a hypothetical initial payment of $1000
T = average annual total return
n = number of years
ERV = Ending Redeemable Value of a hypothetical $1,000 payment
made at the beginning of the 1, 5, or 10 year periods at
the end of such periods, assuming reinvestment of all
dividends and distributions.
The total return as defined above for the Fund for the 12 month
periods ended September 30, 1999, 1998 and 1997, was 13.87%, 2.43% and 22.71%,
respectively. The total return from the Fund's commencement of investment
operations (October 2, 1995) through September 30, 1996 was 15.65% (not
annualized).
In addition to total return, the Fund may quote performance in terms
of a 30-day yield. The yield figures provided will be calculated according to a
formula prescribed by the Commission and can be expressed as follows:
(a-b)
-----
Yield = 2[(cd+1) /6/ - 1 ]
Where: a = dividends and interest earned during the period.
b = expenses accrued for the period (net of reimbursements).
c = the average daily number of shares outstanding during the
period that were entitled to receive dividends.
10
<PAGE>
d = the maximum offering price per share on the last day of the
period.
For the purpose of determining the interest earned (variable "a" in
the formula) on debt obligations that were purchased by the Fund at a discount
or premium, the formula generally calls for amortization of the discount or
premium; the amortization schedule will be adjusted monthly to reflect changes
in the market value of the debt obligations.
Under this formula, interest earned on debt obligations for purposes
of "a" above, is calculated by (1) computing the yield to maturity of each
obligation held by the Fund based on the market value of the obligation
(including actual accrued interest) at the close of business on the last day of
each month, or, with respect to obligations purchased during the month, the
purchase price (plus actual accrued interest), (2) dividing that figure by 360
and multiplying the quotient by the market value of the obligation (including
actual accrued interest as referred to above) to determine the interest income
on the obligation in the Fund's portfolio (assuming a month of 30 days) and (3)
computing the total of the interest earned on all debt obligations during the
30-day or one month period. Undeclared earned income, computed in accordance
with generally accepted accounting principles, may be subtracted from the
maximum offering price calculation required pursuant to "d" above.
The Fund's performance will vary from time to time depending on market
conditions, the composition of its portfolio and operating expenses.
Consequently, any given performance quotation should not be considered
representative of the performance of the Fund for any specified period in the
future. Because performance will vary, it may not provide a basis for comparing
an investment in shares of the Fund with certain bank deposits or other
investments that may pay a fixed return for a stated period of time. Investors
comparing the Fund's performance with that of other mutual funds should give
consideration to the nature, quality and maturity of the respective investment
companies' portfolio securities and market conditions. An investor's principal
is not guaranteed by the Fund.
SHAREHOLDER SERVICES
The Fund offers a number of shareholder services described below which
are designed to facilitate investment in its shares. Full details as to each of
such services and copies of the various plans described below can be obtained
from the Fund or ALPS Mutual Funds Services, Inc. (the "Distributor").
Investment Account
Each shareholder whose account is maintained at Unified Advisers, Inc.
(the "Transfer Agent"), P.O. Box 6110, Indianapolis, IN 46206-6110, has an
Investment Account and will receive statements from the Transfer Agent after
each share transaction, including reinvestment of dividends and capital gains
distributions, showing the activity in the account since the beginning of the
year. Shareholders may make additions to their Investment Account at any time by
mailing a check directly to the Transfer Agent. Share certificates will not be
issued by the Transfer Agent.
11
<PAGE>
Automatic Investment Plan
A shareholder may elect to establish an Automatic Investment Plan
pursuant to which funds will automatically be transferred from a bank account to
be invested in the Fund. The bank at which the bank account is maintained must
be a member of the Automated Clearing House. Automatic investments can be no
more frequent than monthly and must be a minimum of $50. The Fund will debit the
specified amount from the account and the proceeds will be invested at the
Fund's offering price determined on the date of the debit.
Automatic Clearing House Purchases
An investor may, at his or her request, make additional investments
into the Fund by giving his or her bank a voided check with pre-arranged
instructions to withdraw funds from his or her bank account and deposit such
funds into his or her Holland Balanced Fund account.
Automatic Reinvestment of Dividends and Capital Gains Distributions
Unless specific instructions are given as to the method of payment of
dividends and capital gains distributions, dividends and distributions will be
reinvested automatically in additional shares of the Fund. Such reinvestment
will be at the net asset value of shares of the Fund, without sales charge, as
of the close of business on the ex-dividend date of the dividend or
distribution. Shareholders may elect in writing to receive either their
dividends or capital gains distributions, or both, in cash, in which event
payment will be mailed on the payment date.
Shareholders may, at any time, notify the Transfer Agent in writing
that they no longer wish to have their dividends and/or capital gains
distributions reinvested in shares of the Fund or vice versa and, commencing ten
days after receipt by the Transfer Agent of such notice, those instructions will
be effected.
Individual Retirement Accounts (IRA)
A prototype IRA is available, which has been approved as to form by
the Internal Revenue Service ("IRS"). Contributions to an IRA made available by
the Fund may be invested in shares of the Fund.
State Street Bank & Trust Company (the "Custodian") has agreed to
serve as custodian of the IRA and furnish the services provided for in the
Custodial Agreement. The Custodian will charge each IRA an application fee as
well as certain additional fees for its services under the Custodial Agreement.
In accordance with IRS regulations, an individual may revoke an IRA within seven
calendar days after it is established.
Contributions in excess of the allowable limits, premature
distributions to an individual who is not disabled before age 59-1/2 or
insufficient distributions after age 70-1/2 will generally result in substantial
adverse tax consequences.
For information required for adopting an IRA, including information on
fees, obtain the form of Custodial Agreement and related materials, including
disclosure materials, available from the Fund. Consultation with a financial
adviser regarding an IRA is recommended.
DIVIDENDS AND DISTRIBUTIONS
The Fund intends to distribute all its net investment income, if any.
Dividends from such net investment income will be paid quarterly. All net
realized long-term or short-term capital gains, if any, will be distributed to
the Fund's shareholders at least annually. See "Shareholder Services Automatic
Reinvestment of Dividends and Capital Gains Distributions" for information
concerning the manner in which dividends and distribution may be reinvested
automatically in shares of the Fund.
TAXATION
The following is a general summary of certain federal income tax
considerations affecting the Fund and its shareholders and, except as otherwise
indicated, reflects provisions of the Code as of the date of this Prospectus. No
attempt is made to present a detailed explanation of all federal, state, local
and foreign income tax considerations, and this discussion is not intended as a
substitute for careful tax planning. Accordingly, potential investors are urged
to consult their own tax advisors regarding an investment in the Fund.
12
<PAGE>
The Fund
The Fund has qualified and intends to continue to qualify as a
"regulated investment company" for federal income tax purposes under Subchapter
M of the Code. In order to so qualify, the Fund must, among other things, (a)
derive in each taxable year at least 90% of its gross income from dividends,
interest, payments with respect to loans of securities, gains from the sale or
other disposition of stock or securities, or foreign currencies, or other income
derived with respect to its business of investing in such stock, securities or
currencies (including, but not limited to, gains from options, futures or
forward contracts); and (b) diversify its holdings so that, at the end of each
quarter of each taxable year, (i) at least 50% of the value of the Fund's assets
is represented by cash, cash items, U.S. Government securities, securities of
other regulated investment companies, and other securities which, with respect
to any one issuer, do not represent more than 5% of the value of the Fund's
assets nor more than 10% of the voting securities of such issuer, and (ii) not
more than 25% of the value of the Fund's assets is invested in the securities of
any issuer (other than U.S. Government securities or the securities of other
regulated investment companies) or of any two or more issuers that the Fund
controls and that are engaged in the same, similar or related trades or
businesses.
If the Fund qualifies as a regulated investment company and
distributes to its shareholders at least 90% of its net investment income (i.e.,
its investment company taxable income as that term is defined in the Code
without regard to the deductions for dividends paid), then the Fund will not be
subject to federal income tax on its net investment income and net capital gain
(i.e., the excess of the Fund's net long-term capital gain over its short-term
capital loss) if any, that it distributes to its shareholders in each taxable
year. However, the Fund would be subject to corporate income tax (currently at a
rate of 35%) on any undistributed net investment income, and net capital gain.
If the Fund retains amounts attributable to its net capital gain, the Fund
expects to designate such retained amounts as undistributed capital gain in a
notice to its shareholders who (i) will be required to include in income for
United States federal income tax purposes, as long-term capital gain, their
proportionate shares of the undistributed amount, (ii) will be entitled to
credit their proportionate shares of the 35% tax paid by the Fund on the
undistributed amounts against their federal income tax liabilities and to claim
refunds to the extent such credits exceed their liabilities and (iii) will be
entitled to increase their tax basis, for federal income tax purposes, in their
shares by an amount equal to 65% of the amount of undistributed capital gains
included in the shareholder's income.
In addition, the Fund will be subject to a nondeductible 4% excise tax
on the amount by which the aggregate income it distributes in any calendar year
is less than the sum of: (a) 98% of the Fund's ordinary income for such calendar
year; (b) 98% of the excess of capital gains over capital losses (both long- and
short-term) for the one-year period ending on October 31 of each year; and (c)
100% of the undistributed ordinary income and gains from prior years. For this
purpose, any income or gain retained by the Fund that is subject to corporate
tax will be considered to have been distributed by year-end.
The Fund intends to distribute sufficient income so as to avoid both
corporate federal income tax and the excise tax.
If in any year the Fund should fail to qualify as a regulated
investment company, the Fund would be subject to federal income tax in the same
manner as an ordinary corporation and distributions to shareholders would be
taxable to such holders as ordinary income to the extent of the earnings and
profits of the Fund. Such distributions qualify for the dividends-received
deduction available to corporate shareholders. Distributions in excess of
earnings and profits would be treated as a tax-free return of capital, to the
extent of a holder's basis in its shares, and any excess, as a long-or short-
term capital gain.
The Fund may make investments that produce income that is not matched
by a corresponding cash distribution to the Fund, such as investments in pay-in-
kind bonds or in obligations such as certain Brady Bonds or zero coupon
securities having original issue discount (i.e., an amount equal to the excess
of the stated redemption price of the security at maturity over its issue
price), or market discount (i.e., an amount equal to the excess of the stated
redemption price of the security at maturity over its basis immediately after it
was acquired) if the Fund elects as it intends to accrue market discount on a
current basis. In addition, income may continue to accrue for federal income tax
purposes with respect to a non-performing investment. Any of the foregoing
income would be treated as income earned by the Fund and therefore would be
subject to the distribution requirements of the Code. Because
13
<PAGE>
such income may not be matched by a corresponding cash distribution to the Fund,
the Fund may be required to dispose of other securities to be able to make
distributions to its investors.
The Fund's taxable income will in most cases be determined on the
basis of reports made to the Fund by the issuers of the securities in which the
Fund invests. The tax treatment of certain securities in which the Fund may
invest is not free from doubt and it is possible that an IRS examination of the
issuers of such securities or of the Fund could result in adjustments to the
income of the Fund. An upward adjustment by the IRS to the income of the Fund
may result in the failure of the Fund to satisfy the 90% distribution
requirement described herein necessary for the Fund to maintain its status as a
regulated investment company under the Code. In such event, the Fund may be able
to make a "deficiency dividend" distribution to its shareholders with respect to
the year under examination to satisfy this requirement. Such distribution will
be taxable as a dividend to the shareholders receiving the distribution (whether
or not the Fund has sufficient current or accumulated earnings and profits for
the year in which such distribution is made). A downward adjustment by the IRS
to the income of the Fund may cause a portion of the previously made
distribution with respect to the year under examination not to be treated as a
dividend. In such event, the portion of distributions to each shareholder not
treated as a dividend would be recharacterized as a return of capital and reduce
the shareholder's basis in the shares held at the time of the previously made
distributions. Accordingly, this reduction in basis could cause a shareholder to
recognize additional gain upon the sale of such shareholder's shares.
Income received by the Fund from sources outside the United States may
be subject to withholding and other taxes imposed by countries other than the
United States. Because the Fund's investments in foreign securities will be
limited, the Fund will not be eligible to elect to "pass-through" to its
shareholders any tax benefits associated with any foreign income taxes paid by
the Fund.
Certain of a Fund's investments in structured products may, for
federal income tax purposes, constitute investments in shares of foreign
corporations. If a Fund purchases shares in certain foreign investment entities,
called "passive foreign investment companies" ("PFICs"), the Fund may be subject
to U.S. federal income tax on a portion of any "excess distribution" or gain
from the disposition of the shares even if the income is distributed as a
taxable dividend by the Fund to its shareholders. Additional charges in the
nature of interest may be imposed on either a Fund or its shareholders with
respect to deferred taxes arising from the distributions or gains. If a Fund
were to invest in a PFIC and (if the Fund received the necessary information
available from the PFIC, which may be difficult to obtain) elected to treat the
PFIC as a "qualified electing fund" under the Code, in lieu of the foregoing
requirements, the Fund might be required to include in income each year a
portion of the ordinary earnings and net capital gains of the PFIC, even if not
distributed to the Fund, and the amounts would be subject to the 90% and excise
tax distribution requirements described above.
Alternatively, the Fund may elect to be governed by Section 1296 of
the Code. If the election is made, the Fund includes in income each year an
amount equal to the excess, if any, of the fair value of the PFIC stock as of
the close of the taxable year over the Fund's adjusted basis in such stock. The
Fund is allowed a deduction for the excess, if any, of the adjusted basis of the
PFIC stock over its fair market value as of the close of the taxable year.
However, such deductions are allowable only to the extent of any net mark-to-
market gains with respect to the stock included by the Fund for prior taxable
years. The tax basis of PFIC stock is adjusted by the income and deductions
recognized. Mark-to-market gains and the allowable deductions will get ordinary
gain/loss treatment. Additionally, the holding period of PFIC stock will be
deemed to begin on the first day of the following tax year after making the
election. For purposes of RIC qualification, mark-to-market gain is treated as a
dividend. Any income or loss recognized under Section 1296 is treated as U.S.
source. Because of the expansive definition of a PFIC, it is possible that a
Fund may invest a portion of its assets in PFICs. It is not anticipated,
however, that the portion of such Fund's assets invested in PFICs will be
material.
Under the Code, gains or losses attributable to fluctuations in
exchange rates which occur between the time a Fund accrues interest or other
receivables or accrues expenses or other liabilities denominated in a foreign
currency and the time a Fund actually collects such receivables or pays such
liabilities are treated as ordinary income or ordinary loss. Similarly, gains or
losses from the disposition of foreign currencies, from the disposition of debt
securities denominated in a foreign currency, or from the disposition of a
forward contract denominated in a foreign currency which are attributable to
fluctuations in the value of the foreign currency between the date of
acquisition of the asset and the date of disposition also are treated as
ordinary gain or loss. These gains or losses,
14
<PAGE>
referred to under the Code as "section 988" gains or losses, increase or
decrease the amount of a Fund's net investment income available to be
distributed to its shareholders as ordinary income, rather than increase or
decrease the amount of a Fund's net capital gain. Because section 988 losses
reduce the amount of ordinary dividends a Fund will be allowed to distribute for
a taxable year, such section 988 losses may result in all or a portion of prior
dividends distributions for such year being recharacterized as a non-taxable
return of capital to shareholders, rather than as ordinary dividends, reducing
each shareholder's basis in his Fund shares. To the extent that such
distributions exceed such shareholder's basis, each distribution will be treated
as a gain from the sale of shares.
Shareholders
Distributions. Distributions to shareholders of ordinary income
dividends will be taxable as ordinary income whether paid in cash or reinvested
in additional shares. It is anticipated that a portion of such dividends will
qualify for the dividends received deduction generally available for corporate
shareholders under the Code. Shareholders receiving distributions from the Fund
in the form of additional shares will be treated for federal income tax purposes
as receiving a distribution in an amount equal to the fair market value of the
additional shares on the date of such distribution. Consequently, if the number
of Shares distributed reflects a market premium, the amount distributed to
shareholders would exceed the amount of the cash distributed to nonparticipating
shareholders.
Distributions to shareholders of net capital gain that are designated
by the fund as "capital gain dividends", will be taxable as long-term capital
gain, whether paid in cash or additional shares, regardless of how long the
shares have been held by such shareholders. These distributions will not be
eligible for the dividends-received deduction. The maximum federal income tax
rate currently imposed on individuals with respect to long-term capital gain is
20%, whereas the maximum federal income tax rate currently imposed on
individuals with respect to ordinary income (and short-term capital gain, which
are taxed at the same rates as ordinary income) is 39.6%. With respect to
corporate taxpayers, generally long-term capital gain is taxed at the same
federal income tax rate as ordinary income and short-term capital gain.
Investors considering buying shares just prior to a dividend or
capital gain distribution should be aware that, although the price of shares
purchased at that time may reflect the amount of the forthcoming distribution,
those who purchase just prior to a distribution will receive a distribution
which will nevertheless be taxable to them.
Dividends and distributions by the Fund are generally taxable to the
shareholders at the time the dividend or distribution is made (even if paid or
reinvested in additional shares). Any dividend declared by the Fund in October,
November or December of any calendar year, however, which is payable to
shareholders of record on a specified date in such a month and which is not paid
on or before December 31 of such year will be treated as received by the
shareholders as of December 31 of such year, provided that the dividend is paid
during January of the following year. Any distribution in excess of the Fund's
net investment income and net capital gain would first reduce a shareholder's
basis in his shares and, after the shareholder's basis is reduced to zero, would
constitute capital gains to a shareholder who holds his shares as capital
assets.
A notice detailing the tax status of dividends and distributions paid
by the Fund will be mailed annually to the shareholders of the Fund.
Dispositions and Redemptions. Gain or loss, if any, recognized on the
sale or other disposition of shares of the Fund will be taxed as capital gain or
loss if the shares are capital assets in the shareholder's hands. Generally, a
shareholder's gain or loss will be a long-term gain or loss if the shares have
been held for more than one year. If a shareholder sells or otherwise disposes
of a share of the Fund before holding it for more than six months, any loss on
the sale or other disposition of such share shall be treated as a long-term
capital loss to the extent of any capital gain dividends received by the
shareholder with respect to such share. A loss realized on a sale or exchange of
shares may be disallowed if other shares are acquired within a 61-day period
beginning 30 days before and ending 30 days after the date that the shares are
disposed of. If disallowed, the loss will be reflected by an upward adjustment
to the basis of the shares acquired.
15
<PAGE>
_____________________________
Investors should consult their own tax advisors regarding specific
questions as to the federal, state, local and foreign tax consequence of
ownership of shares in the Fund.
ADDITIONAL INFORMATION
Description of Shares
Holland Series Fund, Inc. was incorporated under Maryland Law on June
27, 1995. The Fund currently is the only organized portfolio of Holland Series
Fund, Inc. Holland Series Fund, Inc. has an authorized capital of 1,000,000,000
shares of Common Stock, par value $0.01 per share. All shares are of the same
class. Shareholders of the Fund are entitled to one vote for each full share
held and fractional votes for fractional shares held and will vote on the
election of Directors and any other matter submitted to a shareholder vote.
Voting rights for Directors are not cumulative. Shares of the Fund issued are
fully paid and non-assessable and have no preemptive or conversion rights.
Redemption rights are discussed elsewhere herein and in the Prospectus. Each
share is entitled to participate equally in dividends and distributions declared
by the Fund and in the net assets of the Fund upon liquidation or dissolution
after satisfaction of outstanding liabilities. Stock certificates will not be
issued by the Transfer Agent.
Appropriate Investors
Investors should carefully consider the Prospectus and Statement of
Additional Information when determining whether the Fund is an appropriate
investment given their particular investment needs and preferences. An
investment in the Fund may provide diversification to an investor whose assets
are primarily invested in stocks or bonds alone. The Fund may be an appropriate
choice for conservative investors seeking to build wealth over time. The Fund
may also be an appropriate choice for: (i) those who want to leave the all-
important asset allocation decision to a professional manager; (ii) investors
who want to capture some of the stock market's growth potential but with less
risk than an all-equity portfolio; and (iii) investors building capital for
education or retirement who are looking for a core investment vehicle.
Independent Accountants
PricewaterhouseCoopers LLP (the "Independent Accountants"), 1177
Avenue of the Americas, New York, New York 10036 has been selected as the
Independent Accountants of the Fund. The selection of independent accountants is
subject to ratification by the Fund's shareholders at any annual meeting of
shareholders held by the Fund. The Independent Accountants are responsible for
auditing the financial statements of the Fund.
Custodian and Fund Accounting Agent
State Street Bank & Trust Company (the "Custodian" and the "Fund
Accounting Agent"), 225 Franklin Street, Boston, Massachusetts 02110 acts as
custodian and fund accounting agent of the Fund's assets. The Custodian is
responsible for safeguarding and controlling the Fund's cash and securities,
handling the delivery of securities and collecting interest and dividends on the
Fund's investments. The fund accounting agent is responsible for maintaining the
books and records and calculating the daily net asset value of the Fund.
Transfer Agent
Unified Advisers, Inc. (the "Transfer Agent"), P.O. Box 6110,
Indianapolis, IN 46206-6110 acts as the Fund's transfer agent. The Transfer
Agent is responsible for the issuance, transfer and redemption of shares and the
opening, maintenance and servicing of shareholder accounts.
16
<PAGE>
Legal Counsel
Simpson Thacher & Bartlett, New York, New York, is counsel for the
Fund.
Reports to Shareholders
The fiscal year of the Fund ends on September 30 of each year. The
Fund sends to its shareholders at least semi-annually reports showing the Fund's
portfolio and other information. An annual report, containing financial
statements audited by independent accountants, is sent to shareholders each
year. At the end of each calendar year, shareholders will receive Federal income
tax information regarding dividends and capital gains distributions.
Additional Information
The prospectus and this Statement of Additional Information do not
contain all the information set forth in the Registration Statement and the
exhibits thereto, which the Fund has filed with the Securities and Exchange
Commission, under the Securities Act and the 1940 Act, to which reference is
hereby made. Information about the Fund can be reviewed and copied at the
Commission's Public Reference Room in Washington, D.C. Information on the
operation of the public reference room may be obtained by calling the Commission
at 1-800-SEC-0330. Reports and other information about the Fund are also
available on the Commission's internet site at http://www.sec.gov and copies of
this information may be obtained, upon payment of a duplicating fee, by writing
the Public Reference Section of the Commission, Washington, D.C.
20549-6009.
DISTRIBUTOR
ALPS Mutual Funds Services, Inc., serves as Distributor (the
"Distributor") pursuant to the Distribution Agreement dated June 1, 1999.
Pursuant to the Distribution Agreement, the Fund pays the Distributor an annual
distribution fee of $12,000 plus certain out-of-pocket expenses. The Distributor
is not obligated to sell any specific number of shares and will sell shares of
the Fund on a continuous basis only against orders to purchase shares.
FINANCIAL STATEMENTS
The Fund's annual Financial Statements for the year ended September
30, 1999 are hereby incorporated by reference in this Statement of Additional
Information from the Fund's Annual Report filed with the Commission on November
30, 1999. The Fund's annual report and semi-annual report can be obtained
without charge by calling the Fund at (800) 30-HOLLAND [800-304-6552].
17
<PAGE>
PART C
OTHER INFORMATION
Item 23. Exhibits:
(a) Registrant's Articles of Incorporation filed as Exhibit 1(a) to
Registrant's Registration Statement on Form N-1A and is
incorporated by reference herein.
(b) By-Laws, filed as Exhibit 2 to Registrant's Registration
Statement on Form N-1A and is incorporated by reference herein.
(c) None.
(d) Advisory Agreement between Registrant and Holland & Company
L.L.C., dated September 28, 1995, filed as Exhibit 5(a) to
Pre-Effective Amendment No. 1 to Registrant's Registration
Statement on Form N-1A and is incorporated by reference herein.
(e) (1) Distribution Agreement between Registrant and AMT Capital
Services, Inc., dated September 28, 1995, filed as Exhibit 6(a)
to Pre-Effective Amendment No. 1 to Registrant's Registration
Statement on Form N-1A and is incorporated by reference herein.
(e) (2) Distribution Agreement between Registrant and AMT Capital
Securities, L.L.C., dated September 28, 1998, filed as Exhibit
6(b) to Post-Effective Amendment No. 4 to Registrant's
Registration Statement on Form N-1A and is incorporated by
reference herein.
(e) (3) Distribution Agreement between Registrant and ALPS Mutual Funds
Services, Inc., dated June 1, 1999, filed as Exhibit 99(e)(3) to
Post-Effective Amendment No. 5 to Registrant's Registration
Statement on Form N-1A and is incorporated by reference
herein.
(f) None.
(g) (1) Custodian Agreement between Registrant and Investors Bank & Trust
Company, dated September 28, 1995, filed as Exhibit 8 to
Pre-Effective Amendment No. 1 to Registrant's Registration
Statement on Form N-1A and is incorporated by reference herein.
(g) (2) Custodian Agreement between Registrant and State Street Bank &
Trust Company, dated June 1, 1999, filed as Exhibit 99(g)(2) to
Post-Effective Amendment No. 5 to Registrant's Registration
Statement on Form N-1A and is incorporated by reference
herein.
(h) (1) Administration Agreement between Registrant and AMT Capital
Services, Inc., dated September 28, 1995, filed as Exhibit 9(a)
to Pre-Effective Amendment No. 1 to Registrant's Registration
Statement on Form N-1A and is incorporated by reference herein.
(h) (2) Transfer Agency and Service Agreement between Registrant and
Investors Bank & Trust Company, dated September 28, 1995, filed
as Exhibit 9(b) to Pre-Effective Amendment No. 1 to Registrant's
Registration Statement on Form N-1A and is incorporated by
reference herein.
C-1
<PAGE>
(h) (3) Transfer Agent Agreement between Registrant and Unified Advisers,
Inc., dated February 9, 1996 filed as Exhibit 9(c) to
Post-Effective Amendment No. 1 to Registrant's registration
statement on Form N-1A and is incorporated by reference herein.
(h) (4) Administration Agreement between Registrant and Investors Capital
Services, Inc., dated September 28, 1998, filed as Exhibit 9(d)
to Post-Effective Amendment No. 4 to Registrant's registration
statement on Form N-1A and is incorporated by reference herein.
(h) (5) Administration Agreement between Registrant and State Street Bank
and Trust Company, dated June 1, 1999, filed as Exhibit 99(h)(5)
to Post-Effective Amendment No. 5 to Registrant's Registration
Statement on Form N-1A and is incorporated by reference
herein.
(i) (1) Opinion and Consent of Piper & Marbury, filed as Exhibit 10 to
Pre-Effective Amendment No. 1 to Registrant's Registration
Statement on Form N-1A and is incorporated by reference herein.
(j) (1) Consent of PricewaterhouseCoopers LLP (filed herewith).
(j) (2) Power of Attorney dated September 16, 1999, filed as Exhibit
99(j)(2) to Post-Effective Amendment No. 5 to Registrant's
Registration Statement on Form N-1A and is incorporated by
reference herein.
(k) None.
(l) Share Purchase Agreement between Registrant and Holland & Company
L.L.C. dated September 19, 1995, filed as Exhibit 13(a) to
Pre-Effective Amendment No. 1 to Registrant's Registration
Statement on Form N-1A and is incorporated by reference herein.
(m) None.
(n) None
(o) None.
24. Persons Controlled by or under Common Control with Registrant.
-------------------------------------------------------------
As of October 31, 1999, no shareholder is deemed a control
person: as such term is defined in the Investment Company Act of
1940, as amended (the "1940 Act").
C-2
<PAGE>
25. Indemnification.
---------------
Reference is made to Article VII of Registrant's Articles of
Incorporation (Exhibit (a) filed previously), Article VI of
Registrant's By-laws, as amended (Exhibit (b) filed previously),
Paragraph 5 of the Distribution Agreement between Registrant and
AMT Capital Securities, L.L.C. (Exhibit (e)(1) filed previously),
Paragraph 14 of the Distribution Agreement between Registrant and
ALPS Mutual Funds Services, Inc. (Exhibit (e)(3) filed
previously), Article 13 of the Custodian Agreement between
Registrant and Investors Bank & Trust Company (Exhibit (g)(1)
filed previously), Section 14 of the Custodian Agreement between
Registrant and State Street Bank and Trust Company (Exhibit
(g)(2) filed previously), Paragraph 6 of the Administration
Agreement between Registrant and Investors Capital Services, Inc.
(Exhibit (h)(4) filed previously), Section 8 of the
Administration Agreement between Registrant and State Street Bank
and Trust Company (Exhibit (h)(5) filed previously), and Article
VI, Section 8 of the Transfer Agent Agreement between Registrant
and Unified Advisers, Inc. (Exhibit (h)(1) filed previously).
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "Securities Act"), may be
permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise,
Registrant understands that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy
as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by Registrant of
expenses incurred or paid by a director, officer or controlling
person of Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final
adjudication of such issue.
26. Business and Other Connections of Investment Adviser.
----------------------------------------------------
Holland & Company L.L.C. (the "Investment Adviser") is a limited
liability company organized under the laws of New York State and
it is an investment adviser registered under the Investment
Advisers Act of 1940 (the "Advisers Act"). The Investment
Adviser has not, in the past two fiscal years, served as an
investment adviser to any registered investment company other
than the Registrant.
The list required by this Item 26 of officers and directors of
the Investment Adviser, together with information as to any other
business, profession, vocation or employment of a substantial
nature engaged in by such officers and directors during the past
two years, is incorporated herein by reference to Schedules A and
D of Form ADV filed by the Investment Adviser pursuant to the
Advisers Act (SEC File No. 801-49394).
C-3
<PAGE>
27. Principal Underwriter.
---------------------
(a) In addition to the Registrant, ALPS Mutual Funds Services, Inc.,
currently acts as distributor to Diamonds Trust, Financial
Investors Trust, First Funds Trust, SPDR Trust, MidCap SPDR
Trust, Select Sector SPDR Trust, Stonebridge Funds Trust and
Westcore Funds Trust. ALPS Mutual Funds Services, Inc., is
registered with the Securities and Exchange Commission as a
broker/dealer and is a member of the National Association of
Securities Dealers, Inc.
(b) For each director or officer of ALPS Mutual Funds Services,
Inc.
<TABLE>
<CAPTION>
Name and Principal Business
Address Positions & Offices Positions & Offices
with Underwriter with Distributor with Registrant
<S> <C> <C>
W. Robert Alexander Chairman and None
370 Seventeenth Street Secretary
Suite 3100
Denver, Colorado 80202
Arthur J. Lucey President and Director None
370 Seventeenth Street
Suite 3100
Denver, Colorado 80202
Edmund J. Burke Executive Vice President None
370 Seventeenth Street
Suite 3100
Denver, Colorado 80202
Thomas A. Carter Chief Financial Officer None
370 Seventeenth Street
Suite 3100
Denver, Colorado 80202
Russell Burk General Counsel None
370 Seventeenth Street
Suite 3100
Denver, Colorado 80202
Jeremy O. May Vice President None
370 Seventeenth Street
Suite 3100
Denver, Colorado 80202
Robert J. Szydlowski Vice President None
370 Seventeenth Street
Suite 3100
Denver, Colorado 80202
</TABLE>
C-4
<PAGE>
<TABLE>
<S> <C> <C>
Rick A. Pederson Director None
370 Seventeenth Street
Suite 3100
Denver, Colorado 80202
Chris Woessner Director None
370 Seventeenth Street
Suite 3100
Denver, Colorado 80202
</TABLE>
(c) Not applicable.
28. Location of Accounts and Records.
--------------------------------
All accounts, books and other documents required to be maintained
by Section 31(a) of the 1940 Act, and the rules thereunder will
be maintained at the offices of the Investment Adviser, State
Street Bank and Trust Company (the "Custodian" and the
"Administrator"), and Unified Advisers, Inc. (the "Transfer
Agent").
Holland & Company L.L.C.
375 Park Avenue
New York, New York 10152
State Street Bank and Trust Company
225 Franklin Street
Boston, Massachusetts 02110
Unified Advisers, Inc.
P.O. Box 6110
Indianapolis, Indiana 46206-6110
29. Management Services.
-------------------
Not applicable.
30. Undertakings.
------------
Not applicable.
C-5
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933, as
amended, and the Investment Company Act of 1940, as amended, the Registrant
certifies that it has duly caused this amendment to the Registration Statement
to be signed on its behalf by the undersigned thereto duly authorized, in the
City of Maiden and Commonwealth of Massachusetts on the 28th day of
January, 2000.
HOLLAND SERIES FUND, INC.
By: /s/ Tana Tselepis
__________________________________
Tana Tselepis
Secretary and Treasurer
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
person in the capacities indicated on the ___ day of January, 2000.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
*
_____________________________ Director and President (Principal Executive
Michael F. Holland Officer)
*
_____________________________ Director
Sheldon S. Gordon
*
________________________ Director
Herbert S. Winokur, Jr.
*
_______________________ Director
Desmond G. FitzGerald
*
________________________ Director
Jeff Tarr
/s/ Tana Tselepis Secretary and Treasurer (Principal
- ------------------------
Tana Tselepis Financial and Accounting Officer)
</TABLE>
* Attorney-in-fact Tana Tselepis
------------------------------
C-6
<PAGE>
==========================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________
EXHIBITS
TO
FORM N-1A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AND THE
INVESTMENT COMPANY ACT OF 1940
_________________
HOLLAND SERIES FUND, INC.
==========================================
<PAGE>
HOLLAND SERIES FUND, INC.
INDEX TO EXHIBITS
<TABLE>
Exhibit
Number Description of Exhibit
- ------- ----------------------
<S> <C>
99(j)(1) Consent of PricewaterhouseCoopers LLP
</TABLE>
<PAGE>
Consent of Independent Auditors
We hereby consent to the incorporation by reference in this Registration
Statement on Form N-1A of our report dated November 2, 1999, relating to the
financial statements and financial highlights which appears in the September 30,
1999 Annual Report to Shareholders of Holland Balanced Fund, which are also
incorporated by reference into the Registration Statement. We also consent to
the references to us under the headings "Financial Highlights" and "Independent
Accountants" in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
New York, New York
January 26, 2000
