UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number: 811-9060
----------------------------------------------
HOLLAND SERIES FUND, INC.
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(Exact name of registrant as specified in charter)
375 PARK AVENUE
NEW YORK, NEW YORK 10152
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(Address of principal executive offices)(Zip code)
(Name and Address of Agent Copy to:
for Service)
Michael Holland State Street Bank and Trust Company
President and Treasurer Julie Tedesco, Esq.
Holland Series Fund, Inc. One Federal Street, 9th Floor
375 Park Avenue Boston, Massachusetts 02110
New York, New York 10152
and
Brynn Peltz, Esq.
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017
Registrant's telephone number, including area code: (800) 304-6552
Date of fiscal year end: September 30, 2002
Date of reporting period: March 31, 2003
ITEM 1. SHAREHOLDER REPORT
HOLLAND BALANCED FUND
Semi-Annual Report
March 31, 2003 (Unaudited)
[HAND SHAKE GRAPHIC]
- ------------------------------------------------
<Table>
CONTENTS
Letter from the President.................... 1
Cumulative Performance....................... 2
Management Discussion of Fund Performance and
Notes to Performance....................... 3
Statement of Net Assets...................... 4
Statement of Operations...................... 7
Statements of Changes in Net Assets.......... 8
Financial Highlights......................... 9
Notes to Financial Statements................ 10
</Table>
Holland Series Fund, Inc.
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Holland Balanced Fund - LETTER FROM THE PRESIDENT
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March 31, 2003
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[Michael Holland photo]
Dear Fellow Shareholder:
Our Fund's cumulative total return
since inception (October 2, 1995
through March 31, 2003) was 53.85%.
The Lipper Balanced Fund Index was
52.46% for the same period. For the
six months ended March 31, 2003 our
Fund's total return was 5.66% compared with 3.53% for the Lipper Balanced Fund
Index.
Our Fund has benefited during this recent period from the financial strength of
our equity investments, as well as from our U.S. Treasury Inflation-Indexed
bonds.
As the largest individual investor in our Fund, I have confidence that our
balanced investment approach continues to make sense in a challenging world.
With Bullish Regards,
[Michael F. Holland Signature]
Michael F. Holland
President and Founder
1
Holland Series Fund, Inc.
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Holland Balanced Fund - CUMULATIVE PERFORMANCE
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March 31, 2003
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Set forth below are the cumulative total return figures for the periods
indicated and a graph showing the hypothetical $10,000 investment made in the
Holland Balanced Fund, Standard & Poors 500 Index, Salomon 10 Year Government
Bond Index, 90 Day U.S. Treasury Bill and the Lipper Balanced Fund Index on
October 2, 1995. The cumulative and annualized total return figures and the
information in the graph represent past performance and are not indicative of
future results. The total returns reflect changes in price of the Fund's shares
and assume that any income dividends and/or capital gain distributions made by
the Fund during the period were reinvested in additional shares of the Fund.
Investment return and principal value of an investment will fluctuate so that an
investor's shares, when redeemed, may be worth more or less than their original
cost.
[LINE GRAPH]
INVESTMENT PERFORMANCE
For the Periods Ended March 31, 2003
- --------------------------------------------------------------------------------
<Table>
<Caption>
AVERAGE TOTAL RETURN
Average Annualized Cumulative
Annualized Since Inception Since Inception
One Year Five Year (10/2/95) (10/2/95)
- ----------------------------------------------------------------------------------------------
HOLLAND BALANCED FUND
(a) -9.62% 0.82% 5.92% 53.85%
Lipper Balanced Fund
Index (b) -12.85% 0.19% 5.79% 52.46%
Standard & Poor's 500
Index (b) -26.08% -5.09% 5.09% 45.14%
Salomon 10 Year
Government Bond Index
(b) 20.86% 8.70% 8.99% 90.69%
90 Day U.S. Treasury
Bill (b) 1.43% 3.92% 4.35% 37.60%
</Table>
2
Holland Series Fund, Inc.
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Holland Balanced Fund - MANAGEMENT DISCUSSION OF FUND PERFORMANCE
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March 31, 2003
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Since inception (October 2, 1995 through March 31, 2003), our Fund's total
return was 53.85% compared to 52.46% for the Lipper Balanced Fund Index, which
is an unmanaged index with no actual investment costs.
In addition to the beneficial performance of our U.S. Treasury Inflation-Indexed
bonds, also known as TIPS, we have recently had better results from our
blue-chip equity holdings after the prolonged downturn.
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NOTES TO PERFORMANCE
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(a) Reflects waiver of fees and reimbursement of expenses by investment adviser.
Absent such waiver and reimbursement, the Fund's total return would have
been lower.
(b) The Lipper Balanced Fund is an index whose primary objective is to conserve
principal by maintaining at all times a balanced portfolio of both stocks
and bonds. Typically, the stock/bond ratio ranges around 60%/40%. The S&P
500 is a capitalization-weighted index of 500 widely held stocks recognized
by investors to be representative of the stock market in general. The
Salomon 10 Year Government Bond is a subsector of the Broad Investment-Grade
(BIG) Index. At present, this sector contains U.S. Treasury securities with
at least $1 billion public amount outstanding and U.S. Agency and
supranational issues with at least $100 million outstanding. All securities
in this index have a remaining maturity of at least 10 years and carry a
fixed rate coupon. The 90-Day T-Bill is the average return on three month
U.S. Treasury Bills. These indices are unmanaged and do not reflect the
actual cost of investing in the instruments that comprise each index.
3
Holland Series Fund, Inc.
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Holland Balanced Fund - STATEMENT OF NET ASSETS
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<Table>
<Caption>
March 31, 2003 (Unaudited) Shares Value(+)
- ----------------------------------------------------------------------
COMMON STOCKS-58.4%
BANKS-1.8%
The Bank of New York Co., Inc. 45,000 $ 922,500
-----------
COMPUTERS-3.8%
International Business Machines Corp. 24,800 1,945,064
-----------
ELECTRONICS-7.8%
3M Co. 19,800 2,574,594
Intel Corp. 83,800 1,364,264
-----------
3,938,858
-----------
FOOD & BEVERAGES-2.9%
Coca Cola Co. 35,900 1,453,232
-----------
FINANCIAL-6.4%
Citigroup, Inc. 43,000 1,481,350
Merrill Lynch & Co., Inc. 50,600 1,791,240
-----------
3,272,590
-----------
INSURANCE-3.1%
American International Group, Inc. 32,000 1,582,400
-----------
OIL/GAS-6.6%
Exxon Mobil Corp. 52,600 1,838,370
Schlumberger, Ltd. 39,500 1,501,395
-----------
3,339,765
-----------
PHARMACEUTICALS-13.5%
Johnson & Johnson 41,000 2,372,670
Merck & Co., Inc. 42,200 2,311,716
Pfizer, Inc. 70,000 2,181,200
-----------
6,865,586
-----------
PRODUCER GOODS-3.6%
General Electric Co. 71,100 1,813,050
-----------
RETAIL TRADE-4.6%
Wal-Mart Stores, Inc. 45,000 2,341,350
-----------
SOFTWARE-4.3%
Microsoft Corp.* 91,000 2,203,110
-----------
Total Common Stocks (Cost-$31,431,009) 29,677,505
-----------
</Table>
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See Notes to the Financial Statements
4
Holland Series Fund, Inc.
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Holland Balanced Fund - STATEMENT OF NET ASSETS (continued)
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<Table>
<Caption>
March 31, 2003 (Unaudited) Principal Value(+)
- ----------------------------------------------------------------------
U.S. GOVERNMENT SECURITIES-37.7%
United States Treasury Note, 6.500%
due 5/15/05 $ 2,000,000 $ 2,205,468
United States Treasury Note, 3.500%
due 1/15/11** 10,177,343 11,427,242
United States Treasury Note, 5.000%
due 2/15/11 5,000,000 5,494,140
-----------
Total U.S. Government Securities
(Cost-$17,474,128) 19,126,850
-----------
REPURCHASE AGREEMENT-3.7%
State Street Bank and Trust Co. Repurchase
Agreement, 0.50% due 4/01/03 in the
amount of $1,877,026; issued 3/31/03
(Collateralized by $1,865,000, SLMA,
3.375% due 7/15/04 with a market
value
of $1,926,970) (Cost-$1,887,000) 1,887,000 1,887,000
-----------
Total Investments-99.8%
(Cost-$50,792,137) 50,691,355
-----------
OTHER ASSETS IN EXCESS OF LIABILITIES-0.2% 83,176
-----------
NET ASSETS-100%
Applicable to 3,781,800 outstanding $0.01
par value shares (authorized
1,000,000,000) $50,774,531
===========
Net asset value, offering price and
redemption price per share $ 13.43
===========
</Table>
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See Notes to the Financial Statements
5
Holland Series Fund, Inc.
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Holland Balanced Fund - STATEMENT OF NET ASSETS (concluded)
- --------------------------------------------------------------------------------
<Table>
<Caption>
March 31, 2003 (Unaudited)
- ---------------------------------------------------------------------
COMPONENTS OF NET ASSETS AS OF MARCH 31, 2003
Capital stock at par value ($0.01) $ 37,818
Capital stock in excess of par value 54,108,336
Undistributed net investment income 151,745
Net accumulated realized loss on investments (3,422,586)
Net unrealized depreciation on investments (100,782)
-----------
Net Assets $50,774,531
===========
</Table>
- --------------------------------------------------------------------------------
See Notes to the Financial Statements
* Non-income producing
** Treasury Inflation-Protected Security (TIPS)
+See Note 2 to Financial Statements
SLMA Student Loan Marketing Association
6
Holland Series Fund, Inc.
- --------------------------------------------------------------------------------
Holland Balanced Fund - STATEMENT OF OPERATIONS
- --------------------------------------------------------------------------------
<Table>
<Caption>
Six Months Ended March 31, 2003 (Unaudited)
- ----------------------------------------------------------------------
INVESTMENT INCOME:
Interest $ 440,256
Dividends 249,940
-----------
Total investment income 690,196
-----------
EXPENSES:
Investment advisory fees (Note 3) 191,361
Shareholder account maintenance 38,220
Administration and custody fees (Note 4) 65,434
Professional fees 24,959
Registration fees 11,967
Shareholder reports 20,020
Directors fees 12,549
Miscellaneous expenses 15,194
-----------
Total operating expenses 379,704
Waiver of investment advisory fee (Notes 2 and 3) (694)
-----------
Net expenses 379,010
-----------
Net investment income 311,186
-----------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized loss on investments (1,664,360)
Net change in unrealized appreciation on investments 4,118,593
-----------
Net realized and unrealized gain on investments 2,454,233
-----------
Net increase in net assets resulting from operations $ 2,765,419
===========
</Table>
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See Notes to the Financial Statements
7
Holland Series Fund, Inc.
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Holland Balanced Fund - STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
<Table>
<Caption>
Six Months
Ended
3/31/03 Year Ended
(Unaudited) 9/30/02
- ------------------------------------------------------------------------
NET INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM
OPERATIONS:
Net investment income $ 311,186 $ 689,585
Net realized loss on investments (1,664,360) (655,538)
Net change in unrealized
appreciation/(depreciation) on investments 4,118,593 (4,764,391)
----------- ------------
Net increase/(decrease) in net assets
resulting from operations 2,765,419 (4,730,344)
----------- ------------
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS
FROM
Net investment income (278,970) (738,266)
----------- ------------
Total dividends and distributions (278,970) (738,266)
----------- ------------
CAPITAL SHARE TRANSACTIONS, NET (NOTE 7) (1,033,494) (4,937,791)
----------- ------------
Total increase/(decrease) in net assets 1,452,955 (10,406,401)
NET ASSETS
Beginning of period 49,321,576 59,727,977
----------- ------------
End of period $50,774,531 $ 49,321,576
=========== ============
UNDISTRIBUTED NET INVESTMENT INCOME,
END OF PERIOD $ 151,745 $ 119,529
=========== ============
</Table>
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See Notes to the Financial Statements
8
Holland Series Fund, Inc.
- --------------------------------------------------------------------------------
Holland Balanced Fund - FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
<Table>
<Caption>
Six Months Ended
For a capital share outstanding 3/31/03 For the Year Ended
throughout the period (Unaudited) 9/30/02 9/30/01 9/30/00 9/30/99 9/30/98
- ---------------------------------------------------------------------------------------------------------
PER SHARE DATA
Net asset value, beginning of
period $ 12.78 $ 14.21 $ 17.19 $ 15.27 $ 13.74 $ 13.70
---------------- -------- --------- ------- ------- ----------
INCREASE/DECREASE FROM
INVESTMENT OPERATIONS
Net investment income 0.08 0.17 0.24 0.24 0.23 0.28
Net realized and unrealized
gain (loss) on investments 0.64 (1.42) (2.92) 2.00 1.66 0.05
---------------- -------- --------- ------- ------- ----------
Total from investment
operations 0.72 (1.25) (2.68) 2.24 1.89 0.33
---------------- -------- --------- ------- ------- ----------
LESS DIVIDENDS AND
DISTRIBUTIONS FROM:
Net investment income (0.07) (0.18) (0.25) (0.26) (0.28) (0.29)
Net realized gain on
investments -- -- (0.05) (0.06) (0.08) --
---------------- -------- --------- ------- ------- ----------
Total dividends and
distributions (0.07) (0.18) (0.30) (0.32) (0.36) (0.29)
---------------- -------- --------- ------- ------- ----------
Net asset value, end of period $ 13.43 $ 12.78 $ 14.21 $ 17.19 $ 15.27 $ 13.74
================ ======== ========= ======= ======= ==========
TOTAL RETURN(a) 5.66% (8.88)% (15.78)% 14.63% 13.87% 2.43%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period
(000's) $ 50,775 $ 49,322 $ 59,728 $68,298 $45,344 $ 30,041
Ratio of expenses to average
net assets after fee waivers
and reimbursement of other
expenses 1.50%(b) 1.50% 1.50% 1.50% 1.50% 1.50%
Ratio of expenses to average
net assets before fee waivers
and reimbursement of other
expenses 1.50%(b) 1.53% 1.59% 1.56% 1.62% 1.83%
Ratio of net investment income
to average net assets after
fee waivers and reimbursement
of other expenses 1.22%(b) 1.17% 1.49% 1.46% 1.59% 2.05%
Ratio of net investment income
to average net assets before
fee waivers and reimbursement
of other expenses 1.22%(b) 1.14% 1.40% 1.40% 1.47% 1.72%
Portfolio turnover 3.94% 39.86% 19.63% 17.99% 15.76% 16.49%
</Table>
- --------------------------------------------------------------------------------
See Notes to the Financial Statements
<Table>
(a) Total return would have been lower had certain expenses not
been waived or reimbursed.
(b) Annualized
</Table>
9
Holland Series Fund, Inc.
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Holland Series Fund, Inc. - NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
March 31, 2003 (Unaudited)
- --------------------------------------------------------------------------------
1. ORGANIZATION
The Holland Series Fund, Inc. (the "Company") was organized as a Maryland
corporation on June 26, 1995 and is registered under the Investment Company Act
of 1940, as amended, as an open-end, registered investment company ("RIC"). The
Company currently has one portfolio, the Holland Balanced Fund (the "Fund").
Investment Objective
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 gains/losses on investments. The Fund seeks to achieve its
objective through a combined portfolio of equity and investment grade
fixed-income securities.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts and disclosures in
the financial statements. Actual results could differ from those estimates.
Securities
Securities transactions are accounted for as of the trade date. Interest income
and expenses are recorded on an accrual basis. The Fund amortizes discount or
premium using the yield-to-maturity method on a daily basis, except for
securities having a maturity date of sixty days or less at the time of
acquisition which are amortized on a straight-line basis. Dividend income is
recorded on the ex-dividend date. The Fund uses the specific identification
method for determining gain or loss on sales of securities.
Income Tax
There is no provision for federal income or excise tax since the Fund continues
to qualify as a RIC and intends to comply with the requirements of Subchapter M
of the Internal Revenue Code applicable to RICs and to distribute substantially
all of its taxable income and realized gains.
As of September 30, 2002, the Fund had a net tax basis capital loss
carryforward, for federal income tax purposes of $1,102,688, that may be applied
against future taxable capital gains until its expiration date on September 30,
2010.
Valuation
Securities traded on an exchange are valued at their last sales price on that
exchange. Securities for which over-the-counter market quotations are available
are valued at the latest bid price. Effective April 14, 2003, the Fund began
using the NASDAQ Official Closing Price. Debt securities purchased with sixty
days or less remaining to maturity are valued at amortized cost which
approximates fair value.
Expenses
Holland & Company L.L.C. (the "Investment Adviser") has agreed to voluntarily
waive its fee and to reimburse the Fund for expenses exceeding 1.50% of average
10
Holland Series Fund, Inc.
- --------------------------------------------------------------------------------
Holland Balanced Fund - NOTES TO FINANCIAL STATEMENTS (continued)
- --------------------------------------------------------------------------------
March 31, 2003 (Unaudited)
- --------------------------------------------------------------------------------
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
daily net assets. During the six months ended March 31, 2003, the Investment
Adviser voluntarily waived $694 of advisory fees.
Dividends and Distributions to Shareholders
The Fund distributes dividends quarterly and capital gains annually.
Distributions from net short-term capital gains and net long-term capital gains,
if any, will typically be declared and paid in December, but the Fund may make
distributions on a more frequent basis to comply with the distribution
requirements of the Internal Revenue Code. To the extent that a net realized
capital gain can be reduced by a capital loss carryover, such gain will not be
distributed.
Dividends and distributions to shareholders are recorded on the ex-date of the
dividend or the distribution. Distributions from net investment income and net
realized capital gains are determined in accordance with federal income tax
regulations, which may differ from those amounts determined under accounting
principles generally accepted in the United States of America. These book/tax
differences are either temporary or permanent in nature. To the extent these
differences are permanent in nature, such amounts are reclassified within the
capital accounts based on their federal tax-basis treatment; temporary
differences do not require reclassification. Dividends and distributions that
exceed net investment income or net realized capital gains for financial
reporting purposes, but not for tax purposes, are reported as distributions in
excess of net investment income or distributions in excess of net realized gains
on investments. To the extent they exceed net investment income or net realized
gains for tax purposes, they are reported as distributions of capital.
3. INVESTMENT ADVISORY AGREEMENT
The Company's Board of Directors has approved an investment advisory agreement
with the Investment Adviser. For its services as investment adviser, the Company
pays the Investment Adviser a monthly fee at an annual rate of 0.75% of the
Fund's average daily net assets. Currently, the Investment Adviser is
voluntarily waiving a portion of its fee. The Investment Adviser is controlled
by Michael F. Holland, its managing member and owner of 99% interest in the
Investment Adviser.
As of March 31, 2003, Michael F. Holland and his affiliates owned 97,506 shares
(2.6% of the shares outstanding) of the Fund.
4. ACCOUNTING, CUSTODY AND
ADMINISTRATION AGREEMENTS
State Street Bank and Trust Company ("State Street") pursuant to its
Administration Agreement with the Company, provides or arranges for the
provision of, certain administrative and accounting services for the Company,
including maintaining the books and records of the Company, and preparing
certain reports and other documents required by federal and /or state laws and
regulations. For these services, the Company pays State Street a 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
11
Holland Series Fund, Inc.
- --------------------------------------------------------------------------------
Holland Balanced Fund - NOTES TO FINANCIAL STATEMENTS (continued)
- --------------------------------------------------------------------------------
March 31, 2003 (Unaudited)
- --------------------------------------------------------------------------------
4. ACCOUNTING, CUSTODY AND ADMINISTRATION AGREEMENTS (continued)
$100 million, and 0.06% of those assets in excess of $200 million, subject to
certain minimum requirements, and reimbursement for out-of-pocket expenses
pursuant to the Administration Agreement. Pursuant to the Administration
Agreement, the Administrator is entitled to a minimum fee of $7,000 per month
unless waived by the Administrator. State Street also serves as the Fund's
custodian and accounting agent. Fees paid for custody and accounting services
rendered by State Street are based upon assets of the Fund and on transactions
entered into by the Fund during the period and are included in the
administration and custody fees in the Statement of Operations.
5. INVESTMENT TRANSACTIONS
Purchases and sales of investment securities, other than short-term investments
and U.S. Government securities, for the six months ended March 31, 2003
aggregated $1,933,083 and $2,975,119, respectively. Purchases and sales U.S.
Government securities, for the six months ended March 31, 2003 aggregated $0 and
$0, respectively.
The components of net unrealized appreciation/ (depreciation) of investments
based on federal tax cost at March 31, 2003 for the Fund were as follows:
<Table>
<Caption>
- -----------------------------------------------------------------
Cost for Federal
Appreciation Depreciation Net Depreciation Tax Purposes
- -----------------------------------------------------------------
$3,583,576 $(3,684,358) $(100,782) $50,792,137
</Table>
6. REPURCHASE AGREEMENTS
The Fund may enter into repurchase agreements under which a bank or securities
firm that is a primary or reporting dealer in U.S. Government securities agrees,
upon entering into a contract, to sell U.S. Government securities to the Fund
and repurchase such securities from the Fund at a mutually agreed upon price and
date. The Fund will engage in repurchase transactions with parties selected on
the basis of such party's creditworthiness. The collateral on repurchase
agreements must have an aggregate market value greater than or equal to the
repurchase price plus accrued interest at all times. If the value of the
underlying securities falls below the value of the repurchase price plus accrued
interest, the Fund will require the seller to deposit additional collateral by
the next business day. If the request for additional collateral is not met, or
the seller defaults on its repurchase obligation, the Fund maintains the right
to sell the underlying securities at market value and may claim any resulting
loss against the seller. However, in the event of default or bankruptcy by the
counterparty to the agreement, realization and/or retention of the collateral
may be subject to legal proceedings.
12
Holland Series Fund, Inc.
- --------------------------------------------------------------------------------
Holland Balanced Fund - NOTES TO FINANCIAL STATEMENTS (concluded)
- --------------------------------------------------------------------------------
March 31, 2003 (Unaudited)
- --------------------------------------------------------------------------------
7. CAPITAL SHARE TRANSACTIONS
As of March 31, 2003, there were 1,000,000,000 shares of $.01 par value capital
stock authorized. Transactions in capital stock were as follows:
<Table>
<Caption>
- ----------------------------------------------------------------------------
Six Months Year Ended
Ended 3/31/03 9/30/02
- ----------------------------------------------------------------------------
Shares Amount Shares Amount
- ----------------------------------------------------------------------------
Shares Sold 133,465 $ 1,806,530 734,670 $ 10,866,217
Shares Reinvested 16,865 227,565 43,029 601,508
-------- ----------- ---------- ------------
150,330 2,034,095 777,699 11,467,725
Shares Redeemed (226,542) (3,067,589) (1,123,401) (16,405,516)
-------- ----------- ---------- ------------
NET DECREASE (76,212) $(1,033,494) (345,702) $ (4,937,791)
======== =========== ========== ============
- ----------------------------------------------------------------------------
</Table>
13
Holland Series Fund, Inc.
- --------------------------------------------------------------------------------
Holland Balanced Fund - DIRECTORS AND OFFICERS
- --------------------------------------------------------------------------------
(Unaudited)
- --------------------------------------------------------------------------------
<Table>
<Caption>
NUMBER OF
PORTFOLIOS IN OTHER
POSITION(S) TERM OF OFFICE FUND COMPLEX DIRECTORSHIPS
HELD WITH AND LENGTH OF PRINCIPAL OCCUPATION OVERSEEN BY HELD BY
NAME AND ADDRESS FUND TIME SERVED DURING PAST FIVE YEARS DIRECTOR DIRECTOR
- ----------------------------------------------------------------------------------------------------------------------
INTERESTED DIRECTOR:
Michael F. Holland Director, Term: Unlimited Holland & Company 1 Trustee of
375 Park Avenue Chairman of L.L.C., Chairman, State Street
New York, NY 10152 the Board, Elected: 9/95 1995 - present. Master Funds,
President and State Street
Treasurer Institutional
Investment
Trust and China
Fund, Inc.
NON-INTERESTED DIRECTORS:
Sheldon S. Gordon Director Term: Unlimited Union Bancaire Privee 1 Director,
Suite 2710 International Ametek, Inc.
630 Fifth Avenue Elected: 9/95 Holdings, Inc. and Director,
New York, NY 10111 (Financial Services), Gulfmark
Chairman, Offshore, Inc.
1996 - Present;
Herbert S. Winokur, Jr. Director Term: Unlimited Chairman and Chief 1 Director, Mrs.
Capricorn Holdings, Inc. Executive Officer, Fields Famous
30 East Elm Street Elected: 9/95 Capricorn Holdings, Brands, Inc;
Greenwich, CT 06830 Inc. (Investment Director, CCC
Company), Managing Information
General Partner, Services Group,
Capricorn Investors, Inc.; and
L.P., Capricorn Director, NATCO
Investors II, L.P., Group, Inc.
Capricorn Investors
III, L.P.,
1987 - present.
Desmond G. FitzGerald Director Term: Unlimited Chairman, North 1 Chairman, U.S.
375 Park Avenue American Properties Guaranteed
New York, NY 10152 Elected: 9/95 Group (Real Estate), Finance Corp.;
1987 - present. Advisory
Director, Bank
of New York;
Director,
Hilliard Farber
& Co., Inc.;
and Trustee,
Williams
Capital
Management
Trust.
Jeff C. Tarr Director Term: Unlimited Chairman, Junction 1 None
Junction Advisors Advisors (Financial
9 West 57th Street, Suite 4210 Elected: 9/95 Services), 1981 -
New York, NY 10019 present.
</Table>
14
Holland Series Fund, Inc.
- --------------------------------------------------------------------------------
Holland Balanced Fund - DIRECTORS AND OFFICERS (continued)
- --------------------------------------------------------------------------------
March 31, 2002 (Unaudited)
- --------------------------------------------------------------------------------
<Table>
<Caption>
NUMBER OF
PORTFOLIOS IN OTHER
POSITION(S) TERM OF OFFICE FUND COMPLEX DIRECTORSHIPS
HELD WITH AND LENGTH OF PRINCIPAL OCCUPATION OVERSEEN BY HELD BY
NAME AND ADDRESS FUND TIME SERVED DURING PAST FIVE YEARS DIRECTOR DIRECTOR
- ----------------------------------------------------------------------------------------------------------------------
OFFICERS:
Tana Tselepis Vice Term: Unlimited Salomon Brothers Asset N/A N/A
375 Park Avenue President Management (Financial
New York, NY 10152 Elected: 5/02 Services), Vice
President and Chief
Compliance Officer,
1995 - 1997;
Consultant to Holland
& Company, L.L.C.,
1997 - 1999 and
Secretary and
Treasurer of the Fund,
1999 - 2002.
K. David James Secretary Term: Counsel of State N/A N/A
State Street Bank Indefinite Street Bank and Trust
and Trust Company Company since 2000,
One Federal Street Elected: 5/02 and 1998 - 1999 and
Boston, MA 02110 Paralegal Manager of
PFPC Inc., 1999 -
2000.
</Table>
15
(This page intentionally left blank)
Holland Series Fund, Inc.
- --------------------------------------------------------------------------------
ADVISER
Holland & Company L.L.C.
375 Park Avenue
New York, NY 10152
email HBFund@aol.com
website www.thehollandfund.com
FUND ADMINISTRATOR,
CUSTODIAN AND FUND
ACCOUNTING AGENT
State Street Bank and Trust Co.
225 Franklin Street
Boston, MA 02110
DISTRIBUTOR
ALPS Distributors, Inc.
1625 Broadway, Suite 2200
Denver, CO 80202
TRANSFER AGENT & DIVIDEND
DISBURSING AGENT
ALPS Mutual Fund Services, Inc.
1625 Broadway, Suite 2200
Denver, CO 80202
LEGAL COUNSEL
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, NY 10017
INDEPENDENT ACCOUNTANTS
PricewaterhouseCoopers LLP
1177 Avenue of the Americas
New York, NY 10036
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Holland & Company L.L.C.
375 Park Avenue
New York, New York 10152
Phone 800-30-HOLLAND
Email mike@thehollandfund.com
Website www.thehollandfund.com
This report has been prepared for the
Holland Balanced Fund's Shareholders
and may be distributed to others only
if preceded or accompanied by a prospectus.
ITEM 9. CONTROLS AND PROCEDURES.
(a) Within 90 days of the filing date of this Form N-CSR, Michael Holland, the
registrant's President and Treasurer, reviewed the registrant's disclosure
controls and procedures (the "Procedures") and evaluated their effectiveness.
Based on his review, Mr. Holland determined that the Procedures adequately
ensure that information required to be disclosed by the registrant in its
periodic reports is recorded, processed, summarized and reported within the time
periods required by the Securities and Exchange Commission's rules and
regulations.
(b) There were no significant changes in the registrant's internal controls or
in other factors that could significantly affect these controls subsequent to
the date of their evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
ITEM 10. EXHIBITS
(a) n/a
(b) The certifications required by Rule 30a-2 of the Investment Company Act of
1940, as amended and Sections 906 of the Sarbanes-Oxley Act of 2002 are attached
hereto.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
HOLLAND SERIES FUND, INC.
By: /s/Michael Holland
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Michael Holland
President and Treasurer of Holland Series Fund, Inc.
Date: May 27, 2003