THE HENLOPEN FUND
Supplement to the Prospectus
dated October 31, 1995
Beginning May 13, 1996 investors may purchase Shares of the Fund through
programs of services offered or administered by broker-dealers, financial
institutions or other service providers ("Processing Intermediaries"). Such
Processing Intermediaries may become shareholders of record and may use
procedures and impose restrictions in addition to or different from those
applicable to shareholders who invest directly in the Funds. Certain services of
the Fund may not be available or may be modified in connection with the programs
provided by Processing Intermediaries. The Fund may only accept requests to
purchase additional shares into an account in which the Processing Intermediary
is the shareholder of record from the Processing Intermediary. Processing
Intermediaries may charge fees or assess other charges for the services they
provide to their customers. Any such fee or charge is retained by the Processing
Intermediary and is not remitted to the Fund or the Adviser. Program materials
provided by the Processing Intermediary should be read in conjunction with the
Prospectus before investing in this manner. Shares of the Fund may be purchased
through Processing Intermediaries without regard to the Fund's minimum purchase
requirement.
Certain Processing Intermediaries that have entered into agreements with the
Fund may enter purchase orders by telephone, with payment to follow the next
business day as specified in the agreement. The Fund may effect such purchase
orders at the net asset value next determined after receipt of the telephone
purchase order. It is the responsibility of the Processing Intermediary to place
the order with the Fund on a timely basis. If payment is not received within the
time period specified in the agreement, the Processing Intermediary could be
held liable for any resulting fees or loses. See page 7 of the Prospectus for
additional information concerning purchases of Shares of the Fund.
Processing Intermediaries that instruct Firstar Trust Company in writing may
make redemption requests by telephone by calling Firstar Trust Company at (800)
338-1579 or (414) 765-4124 provided the redemption proceeds are to be mailed or
wired to the Processing Intermediary's address or bank of record as shown on the
records of the transfer agent. The Fund reserves the right to refuse a telephone
redemption request if it believes it advisable to do so. PROCEDURES FOR
TELEPHONE REDEMPTIONS MAY BE MODIFIED OR TERMINATED AT ANY TIME BY THE FUND OR
FIRSTAR TRUST COMPANY. Neither the Fund nor Firstar Trust Company will be liable
for following instructions for telephone redemption transactions that they
reasonably believe to be genuine, provided reasonable procedures are used to
confirm the genuineness of the telephone instructions, but may be liable for
unauthorized transactions if they fail to follow such procedures. These
procedures include requiring some form of personal identification prior to
acting upon the telephone instructions and recording all telephone calls. During
periods of substantial economic or market change, telephone redemptions may be
difficult to implement. In the event a Processing Intermediary cannot contact
Firstar Trust Company by telephone, the Processing Intermediary should make a
redemption request in writing in the manner set forth on pages 8 and 9 of the
Prospectus. See pages 8 and 9 of the Prospectus for additional information
concerning the redemption of shares of the Fund.
THE DATE OF THIS SUPPLEMENT IS MAY 10, 1996.
