Registration No. 33-52154
__________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
__________________________
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. _____ [_]
Post-Effective Amendment No. 5 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 6 [X]
(Check appropriate box or boxes.)
_________________________________
THE HENLOPEN FUND
(Exact name of Registrant as Specified in Charter)
400 West Ninth Street
Wilmington, Delaware 19801
(Address of Principal Executive Offices) (Zip Code)
(302) 654-3131
(Registrant's Telephone Number, including Area Code)
Copy to:
Michael L. Hershey Richard L. Teigen
Suite 100 Foley & Lardner
400 West Ninth Street 777 East Wisconsin Avenue
Wilmington, Delaware 19801 Milwaukee, Wisconsin 53202
(Name and Address of Agent for Service)
Registrant has registered an indefinite number or amount of shares of
beneficial interest, no par value, under the Securities Act of 1933
pursuant to Rule 24f-2 of the Investment Company Act of 1940, and filed
its required Rule 24f-2 Notice for Registrant's fiscal year ended June 30,
1996 on August 27, 1996.
Approximate Date of Proposed Public Offering: As soon as practicable
after the Registration Statement becomes effective.
It is proposed that this filing become effective (check appropriate box):
[_] immediately upon filing pursuant to paragraph (b)
[X] on October 31, 1996 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
__________________________________________________________________________
<PAGE>
THE HENLOPEN FUND
CROSS REFERENCE SHEET
(Pursuant to Rule 481 showing the location in the Prospectus and
the Statement of Additional Information of the responses to the Items of
Parts A and B of Form N-1A.)
Caption or Subheading in Prospectus
Item No. on Form N-1A or Statement of Additional Information
Part A - INFORMATION REQUIRED IN PROSPECTUS
1. Cover Page Cover Page
2. Synopsis Expense Information
3. Condensed Financial Financial Highlights; Performance
Information Information
4. General Description Introduction; Investment Objective, Policies
of Registrant and Risk
5. Management of the Management of the Fund; Brokerage
Fund Transactions; Capital Structure
5A. Management's Discussion Management's Discussion of Fund Performance
of Fund Performance
6. Capital Stock and Dividends, Distributions and Taxes;
Other Securities Capital Structure; Shareholder
Reports
7. Purchase of Securities Determination of Net Asset Value;
Being Offered Purchase of Shares; Automatic Investment
Plan; Dividend Reinvestment; Retirement
Plans
8. Redemption or Repurchase Redemption of Shares
9. Legal Proceedings *
PART B - INFORMATION REQUIRED IN STATEMENT OF ADDITIONAL INFORMATION
10. Cover Page Cover Page
11. Table of Contents Table of Contents
12. General Information and *
History
13. Investment Objectives Investment Restrictions
and Policies
14. Management of the Trustees and Officers of the Fund
Registrant
15. Control Persons and Included in Prospectus under "Capital
Principal Holders Structure"; Ownership of Management
of Securities and Principal Shareholders
16. Investment Advisory Investment Adviser and Administrator;
and Other Services Custodian; Independent Accountants
17. Brokerage Allocation Allocation of Portfolio Brokerage
18. Capital Stock and Included in Prospectus under
Other Securities "Capital Structure"
19. Purchase, Redemption Included in Prospectus under
and Pricing of "Determination of Net Asset Value";
Securities Being "Automatic Investment Plan"; "Dividend
Offered Reinvestment"; "Retirement Plans"; and
Determination of Net Asset Value; Systematic
Withdrawal Plan
20. Tax Status Taxes
21. Underwriters *
22. Calculation of Per- Performance Information
formance Data
23. Financial Statements Financial Statements
____________________________
*Answer negative or inapplicable
<PAGE>
P R O S P E C T U S
THE HENLOPEN FUND
(THE HENLOPEN FUND LOGO)
A NO-LOAD MUTUAL FUND
SEEKING LONG-TERM
CAPITAL APPRECIATION
BOARD OF TRUSTEES
ROBERT J. FAHEY, JR.
Director of Real Estate Investment Banking
Cushman & Wakefield of Pennsylvania, Inc.
Philadelphia, Pennsylvania
MICHAEL L. HERSHEY
Chairman, Landis Associates, Inc.
Wilmington, Delaware
STEPHEN L. HERSHEY, M.D.
President, First State
Orthopaedic Consultants, P.A.
Newark, Delaware
P. COLEMAN TOWNSEND, JR.
President/CEO, Townsends, Inc.
Millsboro, Delaware
INVESTMENT ADVISER
LANDIS ASSOCIATES, INC.
Suite 100
400 West Ninth Street
Wilmington, Delaware 19801
P R O S P E C T U S October 31, 1996
THE HENLOPEN FUND
(THE HENLOPEN FUND LOGO)
The Henlopen Fund (the "Fund") is an open-end, diversified management
investment company -- a mutual fund. Its primary investment objective is to
produce long-term capital appreciation principally through investing in common
stocks. Current income is a secondary investment objective.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
This Prospectus sets forth concisely the information about the Fund that
prospective investors should know before investing. Investors are advised to
read this Prospectus and retain it for future reference. This Prospectus does
not set forth all of the information included in the Registration Statement and
Exhibits thereto which the Fund has filed with the Securities and Exchange
Commission. A Statement of Additional Information, dated October 31, 1996,
which is a part of such Registration Statement is incorporated by reference in
this Prospectus. Copies of the Statement of Additional Information will be
provided promptly without charge to each person to whom a Prospectus is
delivered upon written or telephone request. Written requests should be made
by writing to: The Henlopen Fund, Suite 100, 400 West Ninth Street,
Wilmington, Delaware 19801, Attn: Corporate Secretary, and telephone requests
should be made by calling (302) 654-3131.
THE HENLOPEN FUND
Suite 100
400 West Ninth Street
Wilmington, Delaware 19801
(302) 654-3131
THE HENLOPEN FUND
TABLE OF CONTENTS
Page No.
--------
Expense Information 1
Financial Highlights 2
Introduction 3
Investment Objective, Policies and Risk 3
Management of the Fund 5
Determination of Net Asset Value 6
Purchase of Shares 6
Automatic Investment Plan 8
Redemption of Shares 8
Retirement Plans 10
Dividend Reinvestment 11
Dividends, Distributions and Taxes 11
Brokerage Transactions 11
Capital Structure 12
Shareholder Reports 13
Performance Information 13
Management's Discussion of Fund Performance 14
Share Purchase Application 15
EXPENSE INFORMATION
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Load Imposed on Purchases or Reinvested Dividends None
Deferred Sales Load None
Redemption Fee None*<F1>
Exchange Fee None
ANNUAL FUND OPERATING EXPENSES (as a percentage of average net
assets)
Management Fees 1.00%
12b-1 Fees None
Other Expenses 0.78%
------
Total Fund Operating Expenses 1.78%
------
------
*<F1>A fee of $10.00 is charged for each wire redemption.
Example: 1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
An investor would pay the following
expenses on a $1,000 investment,
assuming (1) 5% annual return
and (2) redemption at the end of
each time period: $18 $56 $96 $209
The purpose of the preceding table is to assist investors in understanding the
various costs that an investor in the Fund will bear, directly or indirectly.
They should not be considered to be a representation of past or future
expenses. Actual expenses may be greater or lesser than those shown. The
Annual Fund Operating Expenses are based on actual expenses incurred for the
year ended June 30, 1996. The example assumes a 5% annual rate of return
pursuant to requirements of the Securities and Exchange Commission. This
hypothetical rate of return is not intended to be representative of past or
future performance of the Fund.
FINANCIAL HIGHLIGHTS
(Selected data for each share of the Fund
outstanding throughout each period)
The Financial Highlights of the Fund should be read in conjunction with the
Fund's financial statements and notes thereto included in the Fund's Annual
Report to Shareholders. Further information about the performance of the Fund
is also contained in the Fund's Annual Report to Shareholders, copies of which
may be obtained without charge upon request.
<TABLE>
For the Period
For the Years Ended From 12/2/92*<F2>
--------------------------------------------
6/30/96 6/30/95 6/30/94 to 6/30/93
--------- --------- -------- -------------
<S> <C> <C> <C> <C>
PER SHARE OPERATING
PERFORMANCE:
Net asset value, beginning of period $14.68 $11.67 $11.55 $10.00
Income from investment operations:
Net investment loss (0.05) (0.11) (0.07) (0.02)
Net realized and unrealized
gains on investments 5.10 3.31 0.64 1.58
------- ------- ------- -------
Total from investment operations 5.05 3.20 0.57 1.56
Less distributions:
Dividend from net investment income - 0 - - 0 - - 0 - (0.01)
Distributions from net realized gains (2.26) (0.19) (0.45) - 0 -
------- ------- ------- -------
Total from distributions (2.26) (0.19) (0.45) (0.01)
------- ------- ------- -------
Net asset value, end of period $17.47 $14.68 $11.67 $11.55
------- ------- ------- -------
------- ------- ------- -------
TOTAL INVESTMENT RETURN 38.4% 27.8% 4.9% 28.5%**<F3>
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in 000's) $26,972 $11,685 $6,798 $1,062
Ratio of expenses (after reimbursement)
to average net assets***<F4> 1.8% 2.0% 2.0% 2.0%**<F3>
Ratio of net investment loss
to average net assets****<F5> (1.3)% (1.2)% (1.3)% (0.7)%**<F3>
Portfolio turnover rate 177.5% 147.8% 63.0% 54.0%
*<F2>Commencement of Operations.
**<F3>Annualized.
***<F4>Computed after giving effect to adviser's expense limitation
undertaking. If the Fund had paid all of its expenses, the ratio would have
been 3.0% for the year ended June 30, 1994 and 11.5%** for the period ended
June 30, 1993.
****<F5>The ratio of net investment loss prior to the adviser's expense
limitation undertaking to average net assets would have been (2.2%) for the
year ended June 30, 1994 and (10.2%)** for the period ended June 30, 1993.
</TABLE>
INTRODUCTION
The Fund was organized as a business trust under the laws of Delaware on
September 17, 1992. The Fund is an open-end, diversified management investment
company registered under the Investment Company Act of 1940. As an open-end
investment company, it obtains its assets by continuously selling shares of
beneficial interest, having no par value ("Shares"), to the public. Proceeds
from such sales are invested by the Fund in securities of other companies. The
resources of many investors are thus combined and each individual investor has
an interest in every one of the securities owned thereby providing
diversification in a variety of industries. The Fund's investment adviser
furnishes experienced management to select and watch over its investments. As
an open-end investment company, the Fund will redeem any of its outstanding
Shares on demand of the owner at the next determined net asset value.
INVESTMENT OBJECTIVE, POLICIES AND RISK
The primary investment objective of the Fund is to produce long-term capital
appreciation principally through investing in common stocks. Current income is
a secondary investment objective. Landis Associates, Inc., the Fund's
investment Adviser (the "Adviser"), anticipates that most of the time the major
portion of the Fund's portfolio will be invested in common stocks. However, in
selecting such stocks the Adviser employs an eclectic investment philosophy.
The Adviser purchases common stocks which it believes will appreciate
significantly over a one to two-year period. It may purchase stocks of
companies having market capitalizations ranging from less than $100 million to
in excess of $5 billion. It may purchase stocks with a strong earnings momentum
if it believes that such stocks will appreciate significantly over a one to two-
year period. However, it may also take a contrarian position and purchase out-
of-favor common stocks if it believes they will appreciate significantly over a
one to two-year period. At appropriate times in the business cycle the Adviser
may purchase cyclical stocks. However, not more than 5% of the Fund's net
assets may be invested in securities of unseasoned companies defined as
companies having a record of less than three years of continuous operation,
including the operation of any predecessor business of a company which came into
existence as a result of a merger, consolidation, reorganization or purchase of
substantially all of the assets of such predecessor business.
In selecting investments the Adviser will consider various financial
characteristics of the issuer, including historical sales and net income,
debt/equity and price/earnings ratios and book value. The Adviser may also
review research reports of broker-dealers and trade publications and, in
appropriate situations, may meet with management. Greater weight will be given
to internal factors, such as product or service development, than to external
factors, such as interest rate changes, commodity price fluctuations, general
stock market trends and foreign currency exchange values. Since the Fund's
primary investment objective is to produce long-term capital appreciation, and
current income is a secondary consideration in the selection of investments, a
particular issuer's dividend history is not a primary consideration.
Investors should be aware that since the major portion of the Fund's
portfolio will normally be invested in common stocks, the Fund's net asset value
may be subject to greater fluctuation than a portfolio containing a substantial
amount of fixed-income securities. There can be no assurance that the primary
objective of the Fund will be realized or that any income will be earned. Nor
can there be any assurance that the Fund's portfolio will not decline in value.
Except for temporary defensive purposes, the Fund intends to have at all
times at least 70% of its total assets in common stocks which the Adviser
believes offer opportunity for growth of capital. When the Adviser believes
that securities other than common stocks offer opportunity for long-term capital
appreciation, the Fund may invest up to 30% of its total assets in publicly
distributed debt securities, preferred stocks, particularly those which are
convertible into or carry rights to acquire common stocks, and warrants.
Investments in publicly distributed debt securities and nonconvertible preferred
stocks offer an opportunity for growth of capital during periods of declining
interest rates, when the market value of such securities in general increases.
The Fund will limit its investments in publicly distributed debt securities to
those which have been assigned one of the three highest ratings of either
Standard & Poor's Corporation (AAA, AA and A) or Moody's Investors Service, Inc.
(Aaa, Aa and A). In the event a publicly distributed debt security is
downgraded after investment, the Fund may retain such security unless it is
rated less than investment grade (i.e., less than BBB by Standard & Poor's
Corporation or Baa by Moody's Investors Service, Inc.). If it is downgraded
below investment grade, the Fund will promptly dispose of such publicly
distributed debt security. A description of the foregoing ratings is set forth
in the Statement of Additional Information.
Except for temporary defensive purposes, cash and money market instruments
will be retained by the Fund only in amounts deemed adequate for current needs
and to permit the Fund to take advantage of investment opportunities. The money
market instruments in which the Fund may invest include conservative fixed-
income securities, such as United States Treasury Bills, certificates of deposit
of U.S. banks (provided that the bank has capital, surplus and undivided
profits, as of the date of its most recently published annual financial
statements, with a value in excess of $100,000,000 at the date of investment),
commercial paper rated A-1 or better by Standard & Poor's Corporation,
commercial paper master notes and repurchase agreements. Commercial paper
master notes are unsecured promissory notes issued by corporations to finance
short-term credit needs. They permit a series of short-term borrowings under a
single note. Borrowings under commercial paper master notes are payable in
whole or in part at any time, may be prepaid in whole or in part at any time,
and bear interest at rates which are fixed to known lending rates and
automatically adjusted when such known lending rates change. There is no
secondary market for commercial paper master notes. The Adviser will monitor
the creditworthiness of the issuer of the commercial paper master notes while
any borrowings are outstanding.
Repurchase agreements are agreements under which the seller of a security
agrees at the time of sale to repurchase the security at an agreed time and
price. The Fund will not enter into repurchase agreements with entities other
than banks or invest over 5% of its net assets in repurchase agreements with
maturities of more than seven days. If a seller of a repurchase agreement
defaults and does not repurchase the security subject to the agreement, the Fund
will look to the collateral security underlying the seller's repurchase
agreement, including the securities subject to the repurchase agreement, for
satisfaction of the seller's obligation to the Fund. In such event, the Fund
might incur disposition costs in liquidating the collateral and might suffer a
loss if the value of the collateral declines. In addition, if bankruptcy
proceedings are instituted against a seller of a repurchase agreement,
realization upon the collateral may be delayed or limited.
The Fund does not intend to place emphasis on short-term trading profits.
The Fund's annual portfolio turnover rate generally will not exceed 150%. The
annual portfolio turnover rate indicates changes in the Fund's portfolio and is
calculated by dividing the lesser of purchases or sales of portfolio securities
(excluding securities having maturities at acquisition of one year or less) for
the fiscal year, by the monthly average of the value of the portfolio securities
(excluding securities having maturities at acquisition of one year or less)
owned by the Fund during the fiscal year. The annual portfolio turnover rate
may vary widely from year to year depending upon market conditions and
prospects. High turnover (100% or more) in any year will result in the payment
by the Fund from capital of above average amounts of brokerage commissions.
The Fund will limit to 10% of its assets investments in securities of foreign
issuers or in American Depository Receipts of such issuers. Such investments
may involve risks which are in addition to the usual risks inherent in domestic
investments. In many countries, there is less publicly available information
about issuers than is available in the reports and ratings published about
companies in the United States. Additionally, foreign companies are not subject
to uniform accounting, auditing and financial reporting standards. Dividends
and interest on foreign securities may be subject to foreign withholding taxes,
which would reduce the Fund's income without providing a tax credit for the
Fund's stockholders. Although the Fund intends to invest in securities of
foreign issuers domiciled in nations which the Fund's investment adviser
considers as having stable and friendly governments, there is the possibility of
expropriation, confiscatory taxation, currency blockage or political or social
instability which could affect investments in those nations.
Under certain circumstances the Fund may (a) invest in warrants, (b)
temporarily borrow money from banks for emergency or extraordinary borrowings,
(c) pledge its assets to secure borrowings, and (d) purchase securities of other
investment companies. A more complete discussion of the circumstances in which
the Fund may engage in these activities is included in the Fund's Statement of
Additional Information. Except for the investment policies listed in this
paragraph, the investment objective and the other policies described under this
caption are not fundamental policies and may be changed without shareholder
approval. Such changes may result in the Fund having investment objectives
different from the objectives which the shareholder considered appropriate at
the time of investment in the Fund. Shareholders will receive at least thirty
days' prior written notice of any changes in the investment objectives of the
Fund.
MANAGEMENT OF THE FUND
As a Delaware business trust, the business and affairs of the Fund are
managed under the direction of its Trustees. Under an investment advisory
agreement (the "Agreement") with the Fund, Landis Associates, Inc. (the
"Adviser"), Suite 100, 400 West Ninth Street, Wilmington, Delaware 19801,
furnishes continuous investment advisory services and management to the Fund.
In addition to the Fund, the Adviser is the investment adviser to individual and
institutional clients with substantial investment portfolios. As of September
30, 1996, the Adviser managed approximately $100 million in assets. The Adviser
was organized in 1986 and is controlled by Michael L. Hershey, who is a director
and the Chairman and President of the Adviser.
The Adviser supervises and manages the investment portfolio of the Fund and,
subject to such policies as the Trustees of the Fund may determine, directs the
purchase or sale of investment securities in the day-to-day management of the
Fund. Under the Agreement, the Adviser, at its own expense and without
reimbursement from the Fund, will furnish office space and all necessary office
facilities, equipment and executive personnel for making the investment
decisions necessary for managing the Fund and maintaining its organization, and
will pay the salaries and fees of all officers and directors of the Fund (except
the fees paid to disinterested directors) and the printing and distribution cost
of prospectuses mailed to persons other than existing shareholders. For the
foregoing, the Adviser will receive a monthly fee of 1/12 of 1% (1.0% per annum)
of the daily net assets of the Fund. The rate of the advisory fee is higher
than that paid by most mutual funds. The advisory fees paid in the fiscal year
ended June 30, 1996 were equal to 1.0% of the Fund's average net assets.
Michael L. Hershey, President and Chairman of the Board of the Adviser since
he founded the firm in 1986, is primarily responsible for the day-to-day
management of the Fund's portfolio. He has held this responsibility since the
Fund commenced operations on December 2, 1992. Mr. Hershey also has served as
Chairman, President, Treasurer and a Trustee of the Fund since it was organized
in September, 1992.
The Fund also has entered into an administration agreement (the
"Administration Agreement") with Fiduciary Management, Inc. (the
"Administrator"), 225 East Mason Street, Milwaukee, Wisconsin 53202. Under the
Administration Agreement, the Administrator prepares and maintains the books,
accounts and other documents required by the Act, determines the Fund's net
asset value, responds to shareholder inquiries, prepares the Fund's financial
statements and tax returns, prepares certain reports and filings with the
Securities and Exchange Commission and with state Blue Sky authorities,
furnishes statistical and research data, clerical, accounting and bookkeeping
services and stationery and office supplies, keeps and maintains the Fund's
financial and accounting records and generally assists in all aspects of the
Fund's operations. The Administrator, at its own expense and without
reimbursement from the Fund, furnishes office space and all necessary office
facilities, equipment and executive personnel for performing the services
required to be performed by it under the Administration Agreement. For the
foregoing, the Administrator receives from the Fund a monthly fee of 1/12 of
0.2% (0.2% per annum) of the first $30,000,000 of the Fund's average daily net
assets and 1/12 of 0.1% (0.1% per annum) of the average daily net assets of the
Fund in excess of $30,000,000.
DETERMINATION OF NET ASSET VALUE
The per Share net asset value of the Fund is determined by dividing the total
value of its net assets (meaning its assets less its liabilities) by the total
number of its Shares outstanding at that time. The net asset value is
determined as of the close of regular trading (currently 4:00 p.m. Eastern time)
on the New York Stock Exchange on each day the New York Stock Exchange is open
for trading. This determination is applicable to all transactions in Shares of
the Fund prior to that time and after the previous time as of which net asset
value was determined. Accordingly, purchase orders accepted or Shares tendered
for redemption prior to the close of regular trading on a day the New York Stock
Exchange is open for trading will be valued as of the close of trading, and
purchase orders accepted or Shares tendered for redemption after that time will
be valued as of the close of the next trading day.
Securities traded on any national stock exchange or quoted on the Nasdaq
National Market System will be valued on the basis of the last sale price on the
date of valuation or, in the absence of any sale on that date, the most recent
bid price. Other securities will be valued at the most recent bid price, if
market quotations are readily available. Any securities for which there are no
readily available market quotations and other assets will be valued at their
fair value as determined in good faith by the Trustees. Odd lot differentials
and brokerage commissions will be excluded in calculating values.
PURCHASE OF SHARES
Shares may be purchased directly from the Fund. A Share purchase application
form is included at the back of this Prospectus. The price per Share is the
next determined per Share net asset value after receipt of an application.
Additional purchase applications may be obtained from the Fund. Purchase
applications should be mailed directly to: The Henlopen Fund, c/o Firstar Trust
Company, P.O. Box 701, Milwaukee, Wisconsin 53201-0701. The U.S. Postal Service
and other independent delivery services are not agents of the Fund. Therefore,
deposit of purchase applications in the mail or with such services does not
constitute receipt by Firstar Trust Company or the Fund. PLEASE DO NOT mail
letters by overnight courier to the Post Office Box address. To purchase Shares
by overnight or express mail, please use the following street address: The
Henlopen Fund, c/o Firstar Trust Company, Mutual Fund Services, Third Floor, 615
East Michigan Street, Milwaukee, Wisconsin 53202. All applications must be
accompanied by payment in the form of a check drawn on a U.S. bank payable to
The Henlopen Fund, or by direct wire transfer. Neither cash nor third-party
checks will be accepted. Firstar Trust Company will charge a $20 fee against a
shareholder's account for any payment check returned to the custodian. THE
SHAREHOLDER WILL ALSO BE RESPONSIBLE FOR ANY LOSSES SUFFERED BY THE FUND AS A
RESULT.
Funds should be wired to: Firstar Bank of Milwaukee, N.A.
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
ABA #075000022
credit: Firstar Trust Company
Account #112952137
further credit: The Henlopen Fund
"name of shareholder and account number (if known)"
The establishment of a new account or any additional purchases for an
existing account by wire transfer should be preceded by a phone call to Firstar
Trust Company at (800) 922-0224 to provide information for the account. A
properly signed Share purchase application marked "Follow-up" must be sent for
all new accounts opened by wire transfer. Applications are subject to
acceptance by the Fund, and are not binding until so accepted. The Fund does
not accept telephone orders for purchase of Shares and reserves the right to
reject applications in whole or part. You may also invest in the Fund by
purchasing Shares through a registered broker-dealer who may charge you a fee
either at time of purchase or redemption. The fee, if charged, is retained by
the broker-dealer and not remitted to the Fund or Adviser.
The Trustees of the Fund have established $10,000 as the minimum initial
purchase (except for Individual Retirement Account ("IRA") investments, where
the minimum is $2,000 ($250 for spousal accounts)) and $1,000 as the minimum for
any subsequent purchase (except through dividend reinvestment and for IRA
investments, where the minimum is $500 ($250 for spousal accounts)), which
minimum amounts are subject to change at any time. Shareholders will receive
written notification at least thirty days in advance of any changes in such
minimum amounts.
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 Fund. 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 losses.
AUTOMATIC INVESTMENT PLAN
The Fund offers an Automatic Investment Plan whereby a shareholder may
automatically make purchases of Shares on a regular, convenient basis ($100
minimum per transaction). Under the Automatic Investment Plan, a shareholder's
designated bank or other financial institution debits a preauthorized amount on
the shareholder's account either monthly or quarterly and applies the amount to
the purchase of Shares. A shareholder may make automatic withdrawals on any day
he or she chooses. If such day is a weekend or holiday, the automatic
withdrawal will be made on the next business day. The Automatic Investment Plan
must be implemented with a financial institution that is a member of the
Automated Clearing House ("ACH"). No service fee is currently charged by the
Fund for participating in the Automatic Investment Plan. A $20 fee will be
imposed by the transfer agent if sufficient funds are not available in the
shareholder's account at the time of the automatic transaction. An application
to establish the Automatic Investment Plan is included as part of the Share
purchase application.
REDEMPTION OF SHARES
A shareholder may require the Fund to redeem his or her Shares in whole or in
part at any time during normal business hours. Redemption requests must be made
in writing and directed to: The Henlopen Fund, c/o Firstar Trust Company, P.O.
Box 701, Milwaukee, Wisconsin 53201-0701. The U.S. Postal Service and other
independent delivery services are not agents of the Fund. Therefore, deposit of
redemption requests in the mail or with such services does not constitute
receipt by Firstar Trust Company or the Fund. PLEASE DO NOT mail letters by
overnight courier to the Post Office Box address. Redemption requests sent by
overnight or express mail should be directed to: The Henlopen Fund, c/o Firstar
Trust Company, Mutual Fund Services, 3rd Floor, 615 East Michigan Street,
Milwaukee, Wisconsin 53202. If a redemption request is inadvertently sent to
the Fund, it will be forwarded to Firstar Trust Company, but the effective date
of redemption will be delayed until the request is received by Firstar Trust
Company. Requests for redemption by telegram and requests which are subject to
any special conditions or which specify an effective date other than as provided
herein cannot be honored.
A request for redemption must be signed by the shareholder or shareholders
exactly as the Shares are registered, including the signature of each joint
owner, and must specify either the number of Shares or the dollar amount of
Shares that are to be redeemed. If the proceeds of redemption are requested to
be sent to an address or a person other than as the Shares to be redeemed are
registered, each signature on the redemption request must be guaranteed by a
commercial bank or trust company in the United States, a member firm of the New
York Stock Exchange or any other eligible guarantor institution. Additional
documentation may be required for redemptions by corporations, executors,
administrators, trustees, guardians, or others who hold shares in a fiduciary or
representative capacity or who are not natural persons. In case of any
questions concerning the nature of such documentation, the Fund's transfer
agent, Firstar Trust Company, should be contacted in advance at (800) 922-0224.
Redemptions will not be effective or complete until all of the foregoing
conditions, including receipt of all required documentation by Firstar Trust
Company in its capacity as transfer agent, have been satisfied.
Shareholders who have an IRA must indicate on their redemption requests
whether or not to withhold federal income tax. Unless otherwise indicated,
these redemptions, as well as redemptions of other retirement plans not
involving a direct rollover to an eligible plan, will be subject to federal
income tax withholding.
The redemption price is the net asset value next determined after receipt by
Firstar Trust Company in its capacity as transfer agent of the written request
in proper form with all required documentation. The amount received may be more
or less than the cost of the Shares redeemed. A check in payment for Shares
redeemed will be mailed to the holder no later than the seventh day after
receipt of the redemption request in proper form with all required
documentation, except that when a purchase has been made by check, the Fund can
hold payment on redemption until it is reasonably satisfied the check has
cleared. (This may normally take up to 3 days from the purchase date for local
personal or corporate checks and up to 7 days for other personal or corporate
checks.) Wire transfers may be arranged on request. The transfer agent
currently charges a $10.00 fee for each payment made by wire of redemption
proceeds, which will be deducted from the shareholder's account.
The right to redeem Shares of the Fund will be suspended for any period
during which the New York Stock Exchange is closed because of financial
conditions or any other extraordinary reason and may be suspended for any period
during which (a) trading on the New York Stock Exchange is restricted pursuant
to rules and regulations of the Securities and Exchange Commission, (b) the
Securities and Exchange Commission has by order permitted such suspension or (c)
an emergency, as defined by rules and regulations of the Securities and Exchange
Commission, exists as a result of which it is not reasonably practicable for the
Fund to dispose of its securities or fairly to determine the value of its net
assets.
Processing Intermediaries that instruct Firstar Trust Company in writing may
make redemption requests by telephone by calling Firstar Trust Company at (800)
922-0224 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 above.
To accommodate the current cash needs of investors, the Fund offers a
SYSTEMATIC WITHDRAWAL PLAN pursuant to which a shareholder who owns Shares worth
at least $50,000 at current net asset value may provide that a fixed sum ($500
minimum) will be distributed to him at regular intervals. A shareholder may
make systematic withdrawal payments on any day he or she chooses. If such day
is a weekend or holiday, the automatic withdrawal will be made on the next
business day. Investors may elect to have such payments automatically deposited
in their checking or savings accounts. See the Share purchase application form
included at the back of this Prospectus for further information. In electing to
participate in the Systematic Withdrawal Plan, investors should realize that
within any given period the appreciation of their investment in the Fund may not
be as great as the amount withdrawn. A more complete discussion of the
Systematic Withdrawal Plan is included in the Fund's Statement of Additional
Information.
RETIREMENT PLANS
The Fund offers the following retirement plans that may be funded with
purchases of Shares and may allow investors to shelter some of their income from
taxes:
INDIVIDUAL RETIREMENT ACCOUNT ("IRA"). Individuals who receive compensation
or earned income, even if they are active participants in a qualified retirement
plan (or certain similar retirement plans), may establish their own tax-
sheltered IRA. The Fund offers a prototype IRA plan which may be adopted by
individuals. There is currently no charge for establishing an account, although
there is an annual maintenance fee of $12.50. The minimum initial IRA
investment is $2,000 ($250 for spousal accounts) and the minimum subsequent IRA
investment is $500 ($250 for spousal accounts).
Earnings on amounts held in an IRA are not taxed until withdrawal. However,
for tax years beginning January 1, 1987, the amount of deduction, if any,
allowed for IRA contributions is limited for individuals who are active
participants in an employer maintained retirement plan and whose incomes exceed
specific limits.
SIMPLIFIED EMPLOYEE PENSION PLAN ("SEP/IRA"). The Fund also offers a
prototype SEP/IRA for employers, including self-employed individuals, who wish
to purchase Shares with tax-deductible contributions not exceeding annually for
any one participant the lesser of $30,000 or 15% of earned income. Under this
plan, employer contributions are made directly to the IRA accounts of eligible
participants.
DEFINED CONTRIBUTION RETIREMENT PLAN (KEOGH OR CORPORATE PROFIT-SHARING AND
MONEY-PURCHASE PLANS). A prototype defined contribution retirement plan is
available for employers, including self-employed individuals, who wish to
purchase Shares with tax-deductible contributions not exceeding annually for any
one participant the lesser of $30,000 or 25% of earned income.
CASH OR DEFERRED 401(K) PLAN. A prototype cash or deferred 401(k) plan is
available for employers who wish to allow employees to elect to reduce their
compensation and have such amounts contributed to the plan, not to exceed $9,500
annually (as adjusted for cost-of-living increases).
A description of applicable service fees and certain limitations on
contributions and withdrawals, as well as application forms, are available from
the Fund upon request. The IRA documents contain a disclosure statement which
the Internal Revenue Service requires to be furnished to individuals who are
considering adopting an IRA. Because a retirement program involves commitments
covering future years, it is important that the investment objective of the Fund
be consistent with the participant's retirement objectives. Premature
withdrawals from a retirement plan will result in adverse tax consequences.
DIVIDEND REINVESTMENT
Shareholders may elect to have all income dividends and capital gains
distributions reinvested or paid in cash, or to have dividends reinvested and
capital gains distributions paid in cash or capital gains distributions
reinvested and income dividends paid in cash. Shareholders having dividends
and/or capital gains distributions paid in cash may choose to have such amounts
automatically deposited to their checking or savings accounts. See the Share
purchase application form included at the back of this Prospectus for further
information. If a shareholder does not specify an election, all income
dividends and capital gains distributions will automatically be reinvested in
full and fractional Shares calculated to the nearest 1,000th of a Share. Shares
are purchased at the net asset value in effect on the business day after the
dividend record date and are credited to the shareholder's account on the
dividend payment date. Shareholders will be advised of the number of Shares
purchased and the price following each reinvestment. An election to reinvest or
receive dividends and distributions in cash will apply to all Shares registered
in the same name, including those previously purchased. See "DIVIDENDS,
DISTRIBUTIONS AND TAXES" for tax consequences.
A shareholder may change an election at any time by notifying the Fund in
writing. If such a notice is received between a dividend declaration date and
payment date, it will become effective on the day following the payment date.
The Fund may modify or terminate its dividend reinvestment program at any time
on thirty days' written notice to participants.
DIVIDENDS, DISTRIBUTIONS AND TAXES
The Fund intends to qualify annually for and elect tax treatment applicable
to a regulated investment company under Subchapter M of the Internal Revenue
Code of 1986, as amended (the "Code"). Pursuant to the requirements of the
Code, the Fund intends to distribute substantially all of its net investment
income and net realized capital gains, if any, less any available capital loss
carry-over, to its shareholders annually so as to avoid paying income tax on its
net investment income and net realized capital gains or being subject to a
federal excise tax on undistributed net investment income and net realized
capital gains. For federal income tax purposes, distributions by the Fund,
whether invested in additional Shares or received in cash, will be taxable to
the Fund's shareholders except those shareholders that are not subject to tax on
their income.
Shareholders will be notified annually as to the federal tax status of
dividends and distributions. For federal income tax purposes, a shareholder's
original cost for his Shares continues as his basis and on redemption his gain
or loss is the difference between such basis and the redemption price.
Distributions and redemptions may also be taxed under state and local tax laws
which may differ from the Code.
BROKERAGE TRANSACTIONS
The Agreement authorizes the Adviser to select the brokers or dealers that
will execute the purchases and sales of the Fund's portfolio securities. In
placing purchase and sale orders for the Fund, it is the policy of the Adviser
to seek the best execution of orders at the most favorable price in light of the
overall quality of brokerage and research services provided.
The Agreement permits the Adviser to pay a broker which provides brokerage
and research services to the Adviser a commission for effecting securities
transactions in excess of the amount another broker would have charged for
executing the transaction, provided the Adviser believes this to be in the best
interests of the Fund. Although the Fund does not intend to market its Shares
through intermediary broker-dealers, the Fund may place portfolio orders with
broker-dealers who recommend the purchase of Shares to clients, if the Adviser
believes the commissions and transaction quality are comparable to that
available from other brokers, and may allocate portfolio brokerage on that
basis.
CAPITAL STRUCTURE
The Fund's authorized capital consists of an unlimited number of Shares.
Shareholders are entitled: (i) to one vote per full Share; (ii) to such
distributions as may be declared by the Fund's Trustees out of funds legally
available; and (iii) upon liquidation, to participate ratably in the assets
available for distribution. There are no conversion or sinking fund provisions
applicable to the Shares, and the holders have no preemptive rights and may not
cumulate their votes in the election of Trustees. Consequently, the holders of
more than 50% of the Shares voting for the election of Trustees can elect all
the Trustees, and in such event, the holders of the remaining Shares voting for
the election of Trustees will not be able to elect any persons as Trustees. The
Fund does not anticipate holding an annual meeting in any year in which the
election of Trustees is not required to be acted on by shareholders under the
Investment Company Act of 1940. The Fund's Trust Instrument contains provisions
for the removal of Trustees by the shareholders.
The Shares are redeemable and are transferable. All Shares issued and sold
by the Fund will be fully paid and nonassessable. Fractional Shares entitle the
holder of the same rights as whole Shares. Firstar Trust Company, 615 East
Michigan Street, Milwaukee, Wisconsin 53202 acts as the Fund's transfer agent
and dividend disbursing agent.
The Fund will not issue certificates evidencing Shares purchased. Each
shareholder's account will be credited with the number of Shares purchased,
relieving shareholders of responsibility for safekeeping of certificates and the
need to deliver them upon redemption. Written confirmations are issued for all
purchases of Shares.
Pursuant to the Trust Instrument, the Trustees may establish and designate
one or more separate and distinct series of Shares, each of which shall be
authorized to issue an unlimited number of Shares. In addition, the Trustees
may, without obtaining any prior authorization or vote of shareholders,
redesignate or reclassify any issued Shares of any series. In the event that
more than one series is established, each Share outstanding, regardless of
series, would still entitle its holder to one (1) vote. As a general matter,
Shares would be voted in the aggregate and not by series, except where class
voting would be required by the Investment Company Act of 1940 (e.g., change in
investment policy or approval of an investment advisory agreement). All
consideration received from the sale of Shares of any series, together with all
income, earnings, profits and proceeds thereof, would belong to that series and
would be charged with the liabilities in respect of that series and of that
series' share of the general liabilities of the Fund in the proportion that the
total net assets of the series bear to the total net assets of all series. The
net asset value of a Share of any series would be based on the assets belonging
to that series less the liabilities charged to that series, and dividends could
be paid on Shares of any series only out of lawfully available assets belonging
to that series. In the event of liquidation or dissolution of the Fund, the
shareholders of each series would be entitled, out of the assets of the Fund
available for distribution, to the assets belonging to that series.
The Fund's Trust Instrument contains an express disclaimer of shareholder
liability for its acts or obligations and requires that notice of such
disclaimer be given in each agreement, obligation or instrument entered into or
executed by the Fund or its Trustees. The Trust Instrument provides for
indemnification and reimbursement of expenses out of the Fund's property for any
shareholder held personally liable for its obligations. The Trust Instrument
also provides that the Fund shall, upon request, assume the defense of any claim
made against any shareholder for any act or obligation of the Fund and satisfy
any judgment thereon.
The Trust Instrument further provides that the Trustees will not be liable
for errors of judgment or mistakes of fact or law, but nothing in the Trust
Instrument protects a Trustee against any liability to which he would otherwise
be subject by reason of willful misfeasance, bad faith, gross negligence, or
reckless disregard of the duties involved in the conduct of his office.
SHAREHOLDER REPORTS
Shareholders will be provided at least semi-annually with a report showing
the Fund's portfolio and other information and annually after the close of the
Fund's fiscal year, which ends June 30, with an annual report containing audited
financial statements. Shareholders who have questions about the Fund should
write to: The Henlopen Fund, Suite 100, 400 West Ninth Street, Wilmington,
Delaware, 19801, Attention: Corporate Secretary, or call (302) 654-3131.
Questions about individual accounts may be directed toll free to Firstar Trust
Company at (800) 922-0224.
PERFORMANCE INFORMATION
The Fund may provide from time to time in advertisements, reports to
shareholders and other communications with shareholders its average annual
compounded rate of return as well as its total return and cumulative total
return. An average annual compounded rate of return refers to the rate of
return which, if applied to an initial investment at the beginning of a stated
period and compounded over the period, would result in the redeemable value of
the investment at the end of the stated period assuming reinvestment of all
dividends and distributions and reflecting the effect of all recurring fees.
Total return and cumulative total return similarly reflect net investment income
generated by, and the effect of any realized and unrealized appreciation or
depreciation of, the underlying investments of the Fund for the stated period,
assuming the reinvestment of all dividends and distributions and reflecting the
effect of all recurring fees. Total return figures are not annualized or
compounded and represent the aggregate percentage of dollar value change over
the period in question. Cumulative total return reflects the Fund's total
return since inception. An investor's principal in the Fund and the Fund's
return are not guaranteed and will fluctuate according to market conditions.
The Fund may compare its performance to other mutual funds with similar
investment objectives and to the industry as a whole, as reported by Lipper
Analytical Services, Inc., Morningstar, Inc., Money, Forbes, Business Week and
Barron's magazines and The Wall Street Journal. (Lipper Analytical Services,
Inc. and Morningstar, Inc. are independent fund ranking services that rank
mutual funds based upon total return performance.) The Fund may also compare
its performance to the Dow Jones Industrial Average, NASDAQ Composite Index,
NASDAQ Industrials Index, Value Line Composite Index, the Standard & Poor's 500
Stock Index ("S&P 500 Index") and the Consumer Price Index. Such comparisons
may be made in advertisements, shareholder reports or other communications to
shareholders.
MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE
The year 1995 saw the continuation of the favorable interest rate trend that
pushed long-term Treasury bond yields down from 8% to 6%. This benign
environment contributed to a robust market performance in the latter half of the
year, particularly in the technology area.
Later in the year, however, it became apparent that economic growth might not
be as strong in 1996 as originally forecasted. Early indications of slowing
activity became apparent in certain areas, such as the semiconductor equipment
market, where supply finally caught up with demand, resulting in softer orders
and widespread price cuts. Starting late in 1995, stock prices of related
companies weakened in light of these cyclical developments.
Other segments of the market continued to benefit from the combination of
slow growth and steady interest rates. As measured by the S&P 500 Index and the
NASDAQ Composite (Index), the market continued to rise in 1996, returning a
strong 9% and 18%, respectively, from the beginning of the year to their peaks
in late May.
At that time, high stock market valuations, particularly in the smaller cap
arena, made equities vulnerable to a correction. Fears of a tightening Federal
Reserve policy and a looming economic slowdown resulted in the 19.6% drop in the
NASDAQ Composite Index in the June-July period.
The underlying theme throughout this period was a slowing economic growth
rate combined with increased market volatility. Our primary focus remains long-
term capital appreciation, regardless of the overall level of economic activity.
The Fund posted a 38.4% return for the fiscal year ended June 30, 1996, as
compared to 26.1% for the S&P 500 Index. The Fund was successful in
outperforming the market by adhering to its investment philosophy, which
emphasizes company specific research and a rigorous sell discipline.
COMPARISON OF CHANGE IN VALUE OF A $10,000 INVESTMENT IN
THE HENLOPEN FUND, S&P 500 INDEX AND LIPPER GROWTH FUND INDEX
The Henlopen Fund S&P 500 Index Lipper Growth Fund Index
----------------- ------------- ------------------------
12/2/92*<F6> $10,000 $10,000 $10,000
12/31/92 $10,010 $10,162 $10,204
3/31/93 $10,821 $10,600 $10,507
6/30/93 $11,562 $10,643 $10,661
9/30/93 $12,450 $10,928 $11,173
12/31/93 $12,999 $11,183 $11,426
3/31/94 $12,760 $10,754 $11,084
6/30/94 $12,126 $10,792 $10,841
9/30/94 $12,853 $11,330 $11,373
12/31/94 $12,644 $11,325 $11,246
3/31/95 $13,583 $12,432 $12,059
6/30/95 $15,493 $13,600 $13,350
9/30/95 $17,819 $14,693 $14,562
12/31/95 $17,453 $15,576 $14,855
3/31/96 $19,233 $16,413 $15,590
6/30/96 $21,442 $17,140 $16,105
AVERAGE ANNUAL TOTAL RETURN
1-YEAR 38.4%
since inception 12/2/92 23.8%
*<F6>December 2, 1992 inception date
Past performance is not predictive of future performance.
THE HENLOPEN FUND
SHARE PURCHASE APPLICATION
Minimum Initial Investment $10,000
Minimum Subsequent Investment $1,000
- ---- This is a follow-up application
(Investment by wire transfer. See page 7 of the Prospectus.)
Mail Completed Application to:
The Henlopen Fund
c/o Firstar Trust Company
Mutual Fund Services
P.O. Box 701
Milwaukee, Wisconsin 53201-0701
Overnight Express Mail to:
The Henlopen Fund
c/o Firstar Trust Company
Mutual Fund Services, 3rd Floor
615 E. Michigan Street
Milwaukee, Wisconsin 53202
Use this form for individual, custodial, trust, profit-sharing or pension plan
accounts, including self-directed IRA and 401(k) plans. Do not use this form
for The Henlopen Fund-sponsored 401(k), IRA or Defined Contribution plans
(Keogh or Corporate Profit-Sharing and Money-Purchase) which require forms
available from the Fund. For information please call 1-800-922-0224 or 1-414-
765-4124.
- ------------------------------------------------------------------------------
o ACCOUNT REGISTRATION
- --- Individual
- --------------------------------------------------------------------
Name
- --------------------------------------------------------------------
Social Security Number Citizen of --- U.S. --- Other
- --- Joint Owner*<F7>
- --------------------------------------------------------------------
Name
- --------------------------------------------------------------------
Social Security Number Citizen of --- U.S. --- Other
- --- Gift to Minor
- --------------------------------------------------------------------
Custodian
- --------------------------------------------------------------------
Minor Minor's Birthdate
- --------------------------------------------------------------------
Minor's Social Security Number Citizen of --- U.S. --- Other
- --- Corporation, Partnership or Other Entity
- --------------------------------------------------------------------
Name of Entity
- --------------------------------------------------------------------
Taxpayer Identification Number
o A corporate resolution form or certificate is required for corporate
accounts.
- --- Trust, Estate or Guardianship
*<F7>(Registration will be Joint Tenants with Rights of Survivorship (JTWROS)
unless otherwise specified)
- --------------------------------------------------------------------
Name
- --------------------------------------------------------------------
Name of Fiduciary(s)
- --------------------------------------------------------------------
Taxpayer Identification Number Date of Trust
o Additional documentation and certification may be requested.
- ------------------------------------------------------------------------------
o MAILING ADDRESS
- --- Send Duplicate Confirmations To:
- --------------------------------------------------------------------
Street, Apt. Name
- --------------------------------------------------------------------
City, State, Zip Code Street, Apt.
- --------------------------------------------------------------------
Daytime Phone Number City, State, Zip Code
- ------------------------------------------------------------------------------
o INVESTMENT, PAYMENT FOR INITIAL PURCHASE AND DISTRIBUTIONS
By --- check or --- wire**<F8>
The minimum initial Investment is $10,000 for shares of The Henlopen Fund.
Minimum additions to the Fund are $1,000.
DISTRIBUTION OPTIONS
Capital Gains Capital Gains
Capital Gains Reinvested in Cash Capital Gains
& Dividends & Dividends & Dividends & Dividends
Amount Reinvested in Cash Reinvested In Cash
$ --- --- --- ---
- ------------------------------------------------------------------------------
(If no dividend option is checked, dividends and capital gains will be
reinvested.)
- --- If you would like your cash payments automatically deposited to your
checking or savings account, please check the box at left and attach a voided
check.
**<F8>Indicate date and total amount of wire:
Date--------------------------- Amount $-------------------------
WIRING INSTRUCTIONS: The establishment of a new account by wire transfer
should be preceded by a telephone call to Firstar Trust Company at 1-800-922-
0224 or 1-414-765-4124 to provide information for the setting up of the
account. A completed share purchase application also must be sent to The
Henlopen Fund at the above address immediately following the investment. A
purchase request for the Fund should be wired through the Federal Reserve
System as follows:
Firstar Bank of Milwaukee, N.A.
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
ABA Number 0750-00022
For credit to Firstar Trust Company
Account Number 112-952-137
For further credit to: The Henlopen Fund
Shareholder name: -------------------------------------------
Shareholder account number (if known): ----------------------
- ------------------------------------------------------------------------------
AUTOMATIC INVESTMENT PLAN
Important: Attach an unsigned, voided check (for checking accounts) or a
savings account deposit slip here, and complete this form.
I would like to establish an Automatic Investment Plan for The Henlopen Fund as
described in the Prospectus. Based on these instructions, Firstar Trust
Company, the Transfer Agent for The Henlopen Fund, will automatically transfer
money directly from my checking or NOW account on the ------- day of the month,
or the first business day thereafter, to purchase shares in The Henlopen Fund.
If the automatic purchase cannot be made due to insufficient funds or stop
payment, a $20 fee will be assessed.
Please start the Automatic Investment Plan on this month,
day and year: ---------------------------------------------
Please debit my bank account $----------------- ($100 minimum) on a --- monthly
- -- quarterly basis, to be invested in my Henlopen Fund account (account number,
if known-------------------------------).
I (we) authorize you via the ACH Network to honor all debit entries initiated -
- -- monthly OR --- quarterly through Firstar Bank of Milwaukee, N.A. on behalf
of the Firstar Trust Company. All such debits are subject to sufficient
collected funds in my account to pay the debit when presented.
- -------------------------------------------------------------------------
Name(s) on your Bank Account Signature of Bank Account Owner
- -------------------------------------------------------------------------
Signature of Joint Owner (if any)
- ---------------------------------
Account Number
- ------------------------------------------------------------------------------
o SYSTEMATIC WITHDRAWALS
A balance of at least $50,000 is required for this option.
I would like to withdraw from The Henlopen Fund $-------------(exact dollars per
payment - $500 minimum)
- --- I would like to have payments made to me on or about the -------- day of
each month
OR
- --- I would like to have payments made to me on or about the -------- day of
these months:
- --- Jan. --- Feb. --- Mar. --- Apr. --- May ---- June
- --- July --- Aug. --- Sept. --- Oct. --- Nov. --- Dec.
- --- I would like my payments automatically deposited to my checking or savings
account. I have attached a voided check.
- ------------------------------------------------------------------------------
o SIGNATURES AND CERTIFICATION
Under the penalty of perjury, I certify that (1) the Social Security Number or
Taxpayer Identification Number shown on this form is my correct Taxpayer
Identification Number, and (2) I am not subject to backup withholding either
because I have not been notified by the Internal Revenue Service (IRS) that I
am subject to backup withholding as a result of a failure to report all
interest or dividends, or the IRS has notified me that I am no longer subject
to backup withholding. The IRS does not require your consent to any provision
of this document other than the certifications required to avoid backup
withholding.
- --------------------------------------------------------------------
Signature*<F9> Signature of Co-Owner, if any
- ---------------------------------------
Date
*<F9>If shares are to be registered in (1) joint names, both persons should
sign, (2) a custodian for a minor, the custodian should sign, (3) a trust, the
trustee(s) should sign, or (4) a corporation or other entity, an officer should
sign and print name and title on space provided below.
- ------------------------------------------------------------------------------
Print name and title of officer signing for a corporation or other entity.
CUSTODIAN, TRANSFER AGENT
AND DIVIDEND DISBURSING AGENT
FIRSTAR TRUST COMPANY
615 East Michigan Street
Milwaukee, Wisconsin 53202
INDEPENDENT ACCOUNTANTS
PRICE WATERHOUSE LLP
3100 Multifoods Tower
33 South Sixth Street
Minneapolis, Minnesota 55402
LEGAL COUNSEL
FOLEY & LARDNER
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
THE HENLOPEN FUND
Suite 100
400 West Ninth Street
Wilmington, Delaware 19801
(302) 654-3131
STATEMENT OF ADDITIONAL INFORMATION October 31, 1996
THE HENLOPEN FUND
Suite 100
400 West Ninth Street
Wilmington, Delaware 19801
This Statement of Additional Information is not a Prospectus and
should be read in conjunction with the Prospectus of The Henlopen Fund
dated October 31, 1996. Requests for copies of the Prospectus should be
made in writing to The Henlopen Fund, Suite 100, 400 West Ninth Street,
Wilmington, Delaware, 19801, Attention: Corporate Secretary or by calling
(302) 654-3131.
THE HENLOPEN FUND
Table of Contents
Page No.
Investment Restrictions ........................ 1
Trustees and Officers of the Fund .............. 3
Ownership of Management and Principal
Shareholders.................................. 6
Investment Adviser and Administrator............ 6
Determination of Net Asset Value ............... 9
Systematic Withdrawal Plan ..................... 9
Allocation of Portfolio Brokerage .............. 10
Performance Information......................... 11
Custodian ...................................... 12
Taxes .......................................... 12
Shareholder Meetings ........................... 13
Independent Accountants ........................ 15
Financial Statements ........................... 15
Description of Securities Ratings............... 15
No person has been authorized to give any information or to make
any representations other than those contained in this Statement of
Additional Information and the Prospectus dated October 31, 1996, and, if
given or made, such information or representations may not be relied upon
as having been authorized by The Henlopen Fund.
This Statement of Additional Information does not constitute an
offer to sell securities.
INVESTMENT RESTRICTIONS
As set forth in the prospectus dated October 31, 1996, of The
Henlopen Fund (the "Fund") under the caption "Investment Objective and
Policies", the primary investment objective of the Fund is to produce
long-term capital appreciation principally through investing in common
stocks. Current income is a secondary investment objective. Consistent
with its investment objectives, the Fund has adopted the following
investment restrictions which are matters of fundamental policy and cannot
be changed without approval of the holders of the lesser of: (i) 67% of
the Fund's shares present or represented at a shareholder's meeting at
which the holders of more than 50% of such shares are present or
represented; or (ii) more than 50% of the outstanding shares of the Fund.
1. The Fund will not purchase securities on margin,
participate in a joint-trading account, sell securities short, or write or
invest in put or call options. The Fund's investments in warrants, valued
at the lower of cost or market, will not exceed 5% of the value of the
Fund's net assets.
2. The Fund will not borrow money or issue senior securities,
except for temporary bank borrowings or for emergency or extraordinary
purposes (but not for the purpose of purchase of investments) and then
only in an amount not in excess of 5% of the value of its total assets and
will not pledge any of its assets except to secure borrowings and then
only to an extent not greater than 10% of the value of the Fund's net
assets. The Fund will not purchase securities while it has any
outstanding borrowings.
3. The Fund will not lend money, except by purchasing publicly
distributed debt securities or entering into repurchase agreements;
provided, however, that repurchase agreements maturing in more than seven
days plus all other illiquid securities will not exceed 10% of the Fund's
total assets. The Fund will not lend its portfolio securities.
4. The Fund will not purchase securities of other investment
companies except (a) as part of a plan of merger, consolidation or
reorganization approved by the shareholders of the Fund or (b) securities
of registered closed-end investment companies on the open market where no
commission or profit results, other than the usual and customary broker's
commission and where as a result of such purchase the Fund would hold less
than 3% of any class of securities, including voting securities, of any
registered closed-end investment company and less than 5% of the Fund's
assets, taken at current value, would be invested in securities of
registered closed-end investment companies.
5. The Fund will not make investments for the purpose of
exercising control or management of any company.
6. The Fund will limit its purchases of securities of any
issuer (other than the United States or an instrumentality of the United
States) in such a manner that it will satisfy at all times the
requirements of Section 5(b)(1) of the Investment Company Act of 1940
(i.e., that at least 75% of the value of its total assets is represented
by cash and cash items (including receivables), U.S. Government
Securities, securities of other investment companies, and other securities
for the purpose of the foregoing limited in respect of any one issuer to
an amount not greater than 5% of the value of the total assets of the Fund
and to not more than 10% of the outstanding voting securities of such
issuer.)
7. The Fund will not concentrate 25% or more of the value of
its total assets, determined at the time an investment is made, exclusive
of U.S. Government securities, in securities issued by companies engaged
in the same industry.
8. The Fund will not acquire or retain any security issued by
a company, an officer or director of which is an officer or director of
the Fund or an officer, director or other affiliated person of its
investment adviser.
9. The Fund will not acquire or retain any security issued by
a company if any of the directors or officers of the Fund, or directors,
officers or other affiliated persons of its investment adviser
beneficially own more than 1/2% of such company's securities and all of
the above persons owning more than 1/2% own together more than 5% of its
securities.
10. The Fund will not act as an underwriter or distributor of
securities other than shares of the Fund and will not purchase any
securities which are restricted from sale to the public without
registration under the Securities Act of 1933, as amended.
11. The Fund will not purchase any interest in any oil, gas or
any other mineral exploration or development program.
12. The Fund will not purchase or sell real estate or real
estate mortgage loans.
13. The Fund will not purchase or sell commodities or
commodities contracts, including futures contracts.
TRUSTEES AND OFFICERS OF THE FUND
The name, age, address, principal occupations during the past
five years and other information with respect to each of the trustees and
officers of the Fund are as follows:
MICHAEL L. HERSHEY*
400 West Ninth Street
Suite 100
Wilmington, Delaware
(CHAIRMAN, PRESIDENT
AND A TRUSTEE OF THE FUND)
Mr. Hershey, age 57, is President and Chairman of the Board of
Landis Associates, Inc., an investment advisory firm which he founded in
1986. Prior to that time, he served as President of Kalmar Investments,
Inc., an investment advisory firm, from 1982 to 1986. Mr. Hershey
attended Princeton University from 1956 to 1961. He has served as a
director of Nematron Corporation, a manufacturer of industrial computers,
since March, 1995.
ROBERT J. FAHEY, JR.
2 Logan Square
20th Floor
Philadelphia, Pennsylvania
(TRUSTEE)
Mr. Fahey, age 38, joined Cushman & Wakefield, a commercial real
estate services firm and a Rockefeller Group Company, in 1985. He
presently serves as a Director and Manager of Real Estate Investment
Banking of Cushman & Wakefield's Financial Services Group in its
Philadelphia, Pennsylvania office. Prior to joining Cushman & Wakefield,
Mr. Fahey was associated for three years with Strouse, Greenberg & Co.,
Inc. as an Associate in the Mortgage Banking Group. Mr. Fahey graduated
from Temple University in 1981 and is a candidate in the Masters of
Business Administration program at Temple University. He is currently a
part-time instructor of real estate finance in the graduate program at
Temple. He is a member of the Urban Land Institute, the Mortgage Bankers
Association, the National Association of Realtors and The World Affairs
Council.
STEPHEN L. HERSHEY, M.D.*
4745 Stanton-Ogletown Road
Suite 225
Newark, Delaware
(TRUSTEE)
Dr. Hershey, age 55, has been associated with First State
Orthopaedic Consultants, P.A. (formerly Wilmington Orthopaedic
Consultants, P.A.) since 1978. He graduated from Kenyon College in 1963
and received his M.D. from Jefferson Medical College in 1968. He is a
member of the American Medical Association, the American Academy of
Orthopaedic Surgeons, the American College of Surgeons, the Southern
Medical Association, the Jefferson Orthopaedic Society, the Delaware
Society of Orthopaedic Surgeons (charter member), the New Castle County
Medical Society and the Medical Society of Delaware.
P. COLEMAN TOWNSEND, JR.
P. O. Box 468
Millsboro, Delaware
(TRUSTEE)
Mr. Townsend, age 50, has been the President and Chief Executive
Officer of Townsends, Inc., an agricultural business, since 1984. He
graduated from the University of Delaware in 1969. Mr. Townsend is
presently a member of the Board of Directors of the Baltimore Trust
Company and the National Broiler Council. He is also a member of the
Board of Visitors of Delaware State University and a member of the
Foundation Board of Beebe Medical Center.
LORENZO A. VILLALON, C.F.A.
400 West Ninth Street
Suite 100
Wilmington, Delaware
(VICE PRESIDENT AND TREASURER)
Mr. Villalon, age 45, has been Vice President and Treasurer of
the Fund since July, 1996. He also has served as a research analyst with
Landis Associates, Inc., the Fund's investment adviser, since November,
1995. Prior to such time, he was a research analyst with Freiss
Associates, Inc. from June, 1992 to November, 1995. From May, 1979 to
May, 1992, he was employed by J.P. Morgan & Co., most recently as Vice
President. Mr. Villalon received his B.A. degree from Haverford College
and his M.B.A. degree from Wharton Graduate School.
BRUCE V. VOGENITZ, C.F.A.
400 West Ninth Street
Suite 100
Wilmington, Delaware
(VICE PRESIDENT AND SECRETARY)
Mr. Vogenitz, age 31, has been Secretary of the Fund since June,
1995. He joined Landis Associates, Inc., the Fund's investment adviser,
as an investment analyst in July, 1993. Prior to that time, he was an
equity analyst with Widmann, Siff & Co., Inc., from April, 1990 through
July, 1993. From April, 1988 through April, 1990, Mr. Vogenitz was
employed by SEI Corp. as a brokerage operations administrator. Mr.
Vogenitz received his B.A. degree from Drexel University in 1988. He
received his Chartered Financial Analyst designation in 1993.
CAMILLE F. WILDES
225 East Mason Street
Milwaukee, Wisconsin 53202
(VICE PRESIDENT/COMPLIANCE OFFICER)
Ms. Wildes, age 44, is a Vice President of Fiduciary Management,
Inc., the Fund's Administrator, and has been employed by such firm in
various capacities since December, 1982.
__________________
* Mr. Michael L. Hershey and Dr. Stephen L. Hershey are trustees who
are "interested persons" of the Fund as that term is defined in the
Investment Company Act of 1940.
The Fund's standard method of compensating trustees is to pay
each trustee who is not an officer of the Fund a fee of $250 for each
meeting of the trustees attended. The Fund also may reimburse its
trustees for travel expenses incurred in order to attend meetings of the
trustees. During the fiscal year ended June 30, 1996, the Fund paid a
total of $750 in fees to trustees who were not officers of the Fund. Mr.
Michael L. Hershey and Dr. Stephen L. Hershey are brothers. The table
below sets forth the compensation paid by the Fund to each of the current
trustees of the Fund during the fiscal year ended June 30, 1996:
<TABLE>
COMPENSATION TABLE
<CAPTION>
Pension or
Retirement Total
Aggregate Benefits Accrued Estimated Annual Compensation
Name of Compensation As Part of Fund Benefits Upon from Fund Paid
Person from Fund Expenses Retirement to Trustees
<S> <C> <C> <C> <C>
Michael L. Hershey $0 $0 $0 $0
Robert J. Fahey, Jr. $250 $0 $0 $250
Stephen L. Hershey, M.D. $250 $0 $0 $250
P. Coleman Townsend, Jr. $250 $0 $0 $250
</TABLE>
OWNERSHIP OF MANAGEMENT AND PRINCIPAL SHAREHOLDERS
Set forth below are the names and addresses of all holders of
the Fund's shares who as of September 30, 1996 beneficially owned more
than 5% of the Fund's then outstanding shares, as well as the number of
shares of the Fund beneficially owned by all officers and directors of the
Fund as a group.
Name and Address
of Beneficial Owner Number of Shares Percent of Class
Wilmington Trust Co., Custodian 452,555(1)(2) 23.45%
FBO J. Eric May Trust
c/o Mutual Funds
1100 North Market Street
Wilmington, DE 19890-0001
Meridian Asset Management 253,108(2) 13.11%
Post Office Box 16004
Reading, PA 19612-6004
Wilmington Trust Co., Trustee 102,370(2) 5.30%
Richards Layton & Finger Money
Purchase Pension Plan Dated 4/27/79
FBO R. Franklin Balotti #31896
1100 N. Market Street
Wilmington, DE 19890-0001
Officers and Trustees as
a Group (7 persons) 35,395 (3) 1.83%
___________________
(1) Excludes 74,901 shares held by Wilmington Trust Company, Trustee, FBO
J. Eric May Charitable Remainder Trust dated May 30, 1995.
(2) Consists solely of shares in one or more accounts managed by the
Adviser and over which the Adviser has investment authority.
(3) Excludes 1,008,848 shares in accounts managed by the Adviser and over
which the Adviser has investment authority.
INVESTMENT ADVISER AND ADMINISTRATOR
As set forth in the Prospectus under the caption "Management of
the Fund" the investment adviser to the Fund is Landis Associates, Inc.
(the "Adviser"). Pursuant to an investment advisory agreement between the
Fund and the Adviser (the "Advisory Agreement") the Adviser furnishes
continuous investment advisory services and management to the Fund. The
Adviser is controlled by Michael L. Hershey, who owns 80% of its outstanding
capital stock. Mr. Hershey is also Chairman, President, Treasurer and a
trustee of the Fund. Dr. Stephen L. Hershey is a director of the Adviser.
The Fund will pay all of its expenses not assumed by the Adviser
including, but not limited to, the costs of preparing and printing its
registration statements required under the Securities Act of 1933 and the
Investment Company Act of 1940 and any amendments thereto, the expenses of
registering its shares with the Securities and Exchange Commission and in
the various states, the printing and distribution cost of prospectuses
mailed to existing shareholders, the cost of trustee and officer liability
insurance, reports to shareholders, reports to government authorities and
proxy statements, interest charges, brokerage commissions, and expenses
incurred in connection with portfolio transactions. The Fund will also
pay the fees of trustees who are not officers of the Fund, salaries of
administrative and clerical personnel, association membership dues,
auditing and accounting services, fees and expenses of any custodian or
trustees having custody of Fund assets, expenses of calculating the net
asset value and repurchasing and redeeming shares, and charges and
expenses of dividend disbursing agents, registrars, and share transfer
agents, including the cost of keeping all necessary shareholder records
and accounts and handling any problems relating thereto.
The Adviser has undertaken to reimburse the Fund to the extent
that the aggregate annual operating expenses, including the investment
advisory fee but excluding interest, taxes, brokerage commissions and
extraordinary items, exceed that percentage of the average net assets of
the Fund for such year, as determined by valuations made as of the close
of each business day of the year, which is the most restrictive percentage
provided by the state laws of the various states in which the Common Stock
is qualified for sale. As of the date of this Statement of Additional
Information the percentage applicable to the Fund is 2-1/2% on the first
$30,000,000 of its average daily net assets, 2% on the next $70,000,000 of
its average daily net assets and 1-1/2% of its average daily net assets in
excess of $100,000,000. The Fund monitors its expense ratio at least on a
monthly basis. If the accrued amount of the expenses of the Fund exceeds
the expense limitation, the Fund creates an account receivable from the
Adviser for the amount of such excess. In such a situation the monthly
payment of the Adviser's fee will be reduced by the amount of such excess,
subject to adjustment month by month during the balance of the Fund's
fiscal year if accrued expenses thereafter fall below this limit.
In addition to any reimbursement required under the most
restrictive applicable expense limitation of state securities commissions
described above, the Adviser has voluntarily undertaken to reimburse the
Fund for expenses in excess of 2.0% of average net assets. Such voluntary
reimbursements to the Fund may be modified or discontinued at any time by
the Adviser.
For services provided by the Adviser under the Advisory
Agreement for the fiscal years ended June 30, 1996, 1995 and 1994, the
Fund paid the Adviser $181,554, $91,873 and $46,390, respectively. In
turn, the Adviser reimbursed the Fund $38,073 for expenses, including
investment advisory fees, during the fiscal year ended June 30, 1994. No
reimbursement was made during the fiscal years ended June 30, 1996 and
1995.
The Advisory Agreement will remain in effect for as long as its
continuance is specifically approved at least annually, by (i) the
trustees of the Fund, or by the vote of a majority (as defined in the
Investment Company Act of 1940) of the outstanding shares of the Fund, and
(ii) by the vote of a majority of the trustees of the Fund who are not
parties to the Advisory Agreement or interested persons of the Adviser,
cast in person at a meeting called for the purpose of voting on such
approval. The Advisory Agreement provides that it may be terminated at
any time without the payment of any penalty, by the trustees of the Fund
or by vote of a majority of the Fund's shareholders, on sixty days written
notice to the Adviser, and by the Adviser on the same notice to the Fund
and that it shall be automatically terminated if it is assigned.
As set forth in the Prospectus under the caption "Management of
the Fund," the administrator to the Fund is Fiduciary Management, Inc.
(the "Administrator"). The administration agreement entered into between
the Fund and the Administrator (the "Administration Agreement") will
remain in effect until terminated by either party. The Administration
Agreement may be terminated at any time, without the payment of any
penalty, by the trustees of the Fund upon the giving of ninety (90) days'
written notice to the Administrator, or by the Administrator upon the
giving of ninety (90) days' written notice to the Fund. For the fiscal
years ended June 30, 1996, 1995 and 1994, the Fund paid the Administrator
$36,311, $18,374 and $9,278, respectively.
The Advisory Agreement and the Administration Agreement provide
that the Adviser and Administrator, as the case may be, shall not be
liable to the Fund or its shareholders for anything other than willful
misfeasance, bad faith, gross negligence or reckless disregard of its
obligations or duties. The Advisory Agreement and the Administration
Agreement also provide that the Adviser and Administrator, as the case may
be, and their officers, directors and employees may engage in other
businesses, devote time and attention to any other business whether of a
similar or dissimilar nature, and render investment advisory services to
others.
DETERMINATION OF NET ASSET VALUE
As set forth in the Prospectus under the caption "Determination
of Net Asset Value," the net asset value of the Fund will be determined as
of the close of regular trading (currently 4:00 p.m. Eastern time) on each
day the New York Stock Exchange is open for trading. The New York Stock
Exchange is open for trading Monday through Friday except New Year's Day,
Washington's Birthday, Good Friday, Memorial Day, Independence Day, Labor
Day, Thanksgiving Day and Christmas Day. Additionally, if any of the
aforementioned holidays falls on a Saturday, the New York Stock Exchange
will not be open for trading on the preceding Friday and when any such
holiday falls on a Sunday, the New York Stock Exchange will not be open
for trading on the succeeding Monday, unless unusual business conditions
exist, such as the ending of a monthly or the yearly accounting period.
SYSTEMATIC WITHDRAWAL PLAN
A shareholder who owns Fund shares worth at least $50,000 at the
current net asset value may, by completing either the appropriate portion
of the share purchase application included in the Prospectus or an
application which may be obtained from Firstar Trust Company, create a
Systematic Withdrawal Plan from which a fixed sum will be paid to the
shareholder at regular intervals. To establish the Systematic Withdrawal
Plan, the shareholder deposits Fund shares with the Fund and appoints it
as agent to effect redemptions of Fund shares held in the account for the
purpose of making monthly or quarterly withdrawal payments of a fixed
amount to the shareholder out of the account.
The minimum amount of a withdrawal payment is $500. These
payments will be made from the proceeds of periodic redemption of shares
in the account at net asset value. Redemptions will be made monthly or
quarterly on any day a shareholder chooses. If that day is a weekend or
holiday, such redemption will be made on the next business day. The
shareholder may elect to have payments automatically deposited to his or
her checking or savings account. Establishment of a Systematic Withdrawal
Plan constitutes an election by the shareholder to reinvest in additional
Fund shares, at net asset value, all income dividends and capital gains
distributions payable by the Fund on shares held in such account, and
shares so acquired will be added to such account. The shareholder may
deposit additional Fund shares in his account at any time.
Withdrawal payments cannot be considered as yield or income on
the shareholder's investment, since portions of each payment will normally
consist of a return of capital. Depending on the size or the frequency of
the disbursements requested, and the fluctuation in the value of the
Fund's portfolio, redemptions for the purpose of making such disbursements
may reduce or even exhaust the shareholder's account.
The shareholder may vary the amount or frequency of withdrawal
payments, temporarily discontinue them, or change the designated payee or
payee's address, by notifying Firstar Trust Company in writing prior to
the fifteenth day of the month preceding the next payment.
ALLOCATION OF PORTFOLIO BROKERAGE
Decisions to buy and sell securities for the Fund are made by
the Adviser subject to review by the Fund's trustees. In placing purchase
and sale orders for portfolio securities for the Fund, it is the policy of
the Adviser to seek the best execution of orders at the most favorable
price in light of the overall quality of brokerage and research services
provided, as described in this and the following paragraph. In selecting
brokers to effect portfolio transactions, the determination of what is
expected to result in best execution at the most favorable price involves
a number of largely judgmental considerations. Among these are the
Adviser's evaluation of the broker's efficiency in executing and clearing
transactions, block trading capability (including the broker's willingness
to position securities) and the broker's financial strength and stability.
The most favorable price to the Fund means the best net price without
regard to the mix between purchase or sale price and commission, if any.
Over-the-counter securities are generally purchased and sold directly with
principal market makers who retain the difference in their cost in the
security and its selling price. In some instances, the Adviser feels that
better prices are available from non-principal market makers who are paid
commissions directly. The Fund does not intend to market its shares
through intermediary broker-dealers. However, the Fund may place
portfolio orders with broker-dealers who recommend the purchase of shares
to clients (if the Adviser believes the commissions and transaction
quality are comparable to that available from other brokers) and may
allocate portfolio brokerage on that basis.
In allocating brokerage business for the Fund, the Adviser also
takes into consideration the research, analytical, statistical and other
information and services provided by the broker, such as general economic
reports and information, reports or analyses of particular companies or
industry groups, market timing and technical information, and the
availability of the brokerage firm's analysts for consultation. While the
Adviser believes these services have substantial value, they are
considered supplemental to the Adviser's own efforts in the performance of
its duties under the Advisory Agreement. Other clients of the Adviser may
indirectly benefit from the availability of these services to the Adviser,
and the Fund may indirectly benefit from services available to the Adviser
as a result of transactions for other clients. The Advisory Agreement
provides that the Adviser may cause the Fund to pay a broker which
provides brokerage and research services to the Adviser a commission for
effecting a securities transaction in excess of the amount another broker
would have charged for effecting the transaction, if the Adviser
determines in good faith that such amount of commission is reasonable in
relation to the value of brokerage and research services provided by the
executing broker viewed in terms of either the particular transaction or
the Adviser's overall responsibilities with respect to the Fund and the
other accounts as to which he exercises investment discretion. Brokerage
commissions paid by the Fund during the fiscal years ended June 30, 1996,
1995 and 1994, respectively, totaled $55,895 on total transactions of
$71,042,888, $31,531 on total transactions of $28,200,925, and $18,365 on
total transactions of $11,016,344. All of the brokers to whom commissions
were paid provided research services to the Adviser.
PERFORMANCE INFORMATION
Any total rate of return quotation for the Fund will be for a
period of three or more months and will assume the reinvestment of all
dividends and capital gains distributions which were made by the Fund
during such period. Any period total rate of return quotation of the Fund
will be calculated by dividing the net change in value of a hypothetical
shareholder account established by an initial payment of $1,000 at the
beginning of the period by 1,000. The net change in the value of a
shareholder account is determined by subtracting $1,000 from the product
obtained by multiplying the net asset value per share at the end of the
period by the sum obtained by adding (A) the number of shares purchased at
the beginning of the period plus (B) the number of shares purchased during
the period with reinvested dividends and distributions. Any average
annual compounded total rate of return quotation of the Fund will be
calculated by dividing the redeemable value at the end of the period
(i.e., the product referred to in the preceding sentence) by $1,000. A
root equal to the period, measured in years, in question is then
determined and 1 is subtracted from such root to determine the average
annual compounded total rate of return.
The foregoing computation may also be expressed by the following
formula:
n
P(1+T) = ERV
P = a hypothetical initial payment of $1,000
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 stated periods at the end of
the stated periods.
An average annual compounded rate of return refers to the rate of return
which, if applied to an initial investment at the beginning of a stated
period and compounded over the period, would result in the redeemable
value of the investment at the end of the stated period. The calculation
assumes reinvestment of all dividends and distributions and reflects the
effect of all recurring fees. The Fund's average annual compounded rate
of return for the one year ended June 30, 1996 was 38.39% and for the
period from December 2, 1992 (commencement of operations) through June 30,
1996 was 23.76%.
The results below show the value of an assumed initial investment
in the Fund of $10,000 made on December 2, 1992 through June 30, 1995,
assuming reinvestment of all dividends and distributions.
Value of
$10,000 Cumulative
June 30, Investment % Change
1993 $ 11,562 15.62%
1994 $ 12,126 21.26%
1995 $ 15,494 54.94%
1996 $ 21,442 114.42%
The foregoing performance results are based on historical earnings
and should not be considered as representative of the performance of the
Fund in the future. Such performance results also reflect reimbursements
made by the Adviser during the period from December 2, 1992 to June 30,
1994 to keep the Fund's total fund operating expenses at or below 2.0%.
An investment in the Fund will fluctuate in value and at redemption its
value may be more or less than the initial investment.
CUSTODIAN
Firstar Trust Company, 615 East Michigan Street, Milwaukee,
Wisconsin 53202, acts as custodian for the Fund. As such, Firstar Trust
Company holds all securities and cash of the Fund, delivers and receives
payment for securities sold, receives and pays for securities purchased,
collects income from investments and performs other duties, all as
directed by officers of the Fund. Firstar Trust Company does not exercise
any supervisory function over the management of the Fund, the purchase and
sale of securities or the payment of distributions to shareholders.
Firstar Trust Company also acts as the Fund's transfer agent and dividend
disbursing agent.
TAXES
As set forth in the Prospectus under the caption "Dividends,
Distributions and Taxes, the Fund intends to qualify annually for and
elect tax treatment applicable to a regulated investment company under
Subchapter M of the Internal Revenue Code of 1986, as amended.
Dividends from the Fund's net investment income and distributions
from the Fund's net realized short-term capital gains are taxable to
shareholders as ordinary income, whether received in cash or in additional
Fund shares. The 70% dividends-received deduction for corporations will
apply to such dividends and distributions, subject to proportionate
reductions if the aggregate dividends received by the Fund from domestic
corporations in any year are less than 100% of the Fund's gross income.
Any dividend or capital gains distribution paid shortly after a
purchase of Fund shares will have the effect of reducing the per share net
asset value of such shares by the amount of the dividend or distribution.
Furthermore, if the net asset value of the Fund shares immediately after a
dividend or distribution is less than the cost of such shares to the
shareholder, the dividend or distribution will be taxable to the
shareholder even though it results in a return of capital to him.
The Fund may be required to withhold Federal income tax at a rate
of 31% ("backup withholding") from dividend payments and redemption
proceeds if a shareholder fails to furnish the Fund with his social
security or other tax identification number and certify under penalty of
perjury that such number is correct and that he is not subject to backup
withholding due to the underreporting of income. The certification form
is included as part of the share purchase application and should be
completed when the account is opened.
This section is not intended to be a full discussion of present or
proposed federal income tax laws and the effects of such laws on an
investor. Investors are urged to consult their own tax advisers for a
complete review of the tax ramifications of an investment in the Fund.
SHAREHOLDER MEETINGS
It is contemplated that the Fund will not hold an annual meeting of
shareholders in any year in which the election of trustees is not required
to be acted on by shareholders under the Investment Company Act of 1940.
The Fund's Trust Instrument and Bylaws also contain procedures for the
removal of trustees by the Fund's shareholders. At any meeting of
shareholders, duly called and at which a quorum is present, the
shareholders may, by the affirmative vote of the holders of at least
two-thirds (2/3) of the outstanding shares, remove any trustee or
trustees.
Upon the written request of the holders of shares entitled to not
less than ten percent (10%) of all the votes entitled to be cast at such
meeting, the Secretary of the Fund shall promptly call a special meeting
of shareholders for the purpose of voting upon the question of removal of
any trustee. Whenever ten or more shareholders of record who have been
such for at least six months preceding the date of application, and who
hold in the aggregate either shares having a net asset value of at least
$25,000 or at least one percent (1%) of the total outstanding shares,
whichever is less, shall apply to the Fund's Secretary in writing, stating
that they wish to communicate with other shareholders with a view to
obtaining signatures to a request for a meeting as described above and
accompanied by a form of communication and request which they wish to
transmit, the Secretary shall within five business days after such
application either: (1) afford to such applicants access to a list of the
names and addresses of all shareholders as recorded on the books of the
Fund; or (2) inform such applicants as to the approximate number of
shareholders of record and the approximate cost of mailing to them the
proposed communication and form of request.
If the Secretary elects to follow the course specified in clause
(2) of the last sentence of the preceding paragraph, the Secretary, upon
the written request of such applicants, accompanied by a tender of the
material to be mailed and of the reasonable expenses of mailing, shall,
with reasonable promptness, mail such material to all shareholders of
record at their addresses as recorded on the books unless within five
business days after such tender the Secretary shall mail to such
applicants and file with the Securities and Exchange Commission, together
with a copy of the material to be mailed, a written statement signed by at
least a majority of the trustees to the effect that in their opinion
either such material contains untrue statements of fact or omits to state
facts necessary to make the statements contained therein not misleading,
or would be in violation of applicable law, and specifying the basis of
such opinion.
After opportunity for hearing upon the objections specified in the
written statement so filed, the Securities and Exchange Commission may,
and if demanded by the trustees or by such applicants shall, enter an
order either sustaining one or more of such objections or refusing to
sustain any of them. If the Securities and Exchange Commission shall
enter an order refusing to sustain any of such objections, or if, after
the entry of an order sustaining one or more of such objections, the
Securities and Exchange Commission shall find, after notice and
opportunity for hearing, that all objections so sustained have been met,
and shall enter an order so declaring, the Secretary shall mail copies of
such material to all shareholders with reasonable promptness after the
entry of such order and the renewal of such tender.
INDEPENDENT ACCOUNTANTS
Price Waterhouse LLP, 3100 Multifoods Tower, 33 South Sixth Street,
Minneapolis, Minnesota 55402, currently serves as the independent
accountants for the Fund.
FINANCIAL STATEMENTS
The following financial statements are incorporated by reference to
the Annual Report, dated June 30, 1996, of The Henlopen Fund (File No.
811-7168), as filed with the Securities and Exchange Commission on August
14, 1996:
Statement of Net Assets
Statement of Operations
Statements of Changes in Net Assets
Financial Highlights
Notes to Financial Statements
Report of Independent Accountants
DESCRIPTION OF SECURITIES RATINGS
As set forth in the Prospectus under the caption "Investment
Objective and Policies," the Fund may invest up to 30% of its total assets
in publicly distributed debt securities assigned one of the three highest
ratings of either Standard & Poor's Corporation ("Standard & Poor's") or
Moody's Investors Service, Inc. ("Moody's"). A brief description of the
ratings symbols and their meanings follows.
Standard & Poor's Debt Ratings. A Standard & Poor's corporate debt
rating is a current assessment of the creditworthiness of an obligor with
respect to a specific obligation. This assessment may take into
consideration obligors such as guarantors, insurers or lessees.
The debt rating is not a recommendation to purchase, sell or hold a
security, inasmuch as it does not comment as to market price or
suitability for a particular investor.
The ratings are based on current information furnished by the
issuer or obtained by Standard & Poor's from other sources it considers
reliable. Standard & Poor's does not perform any audit in connection with
any rating and may, on occasion, rely on unaudited financial information.
The ratings may be changed, suspended or withdrawn as a result of changes
in, or unavailability of, such information, or for other circumstances.
The ratings are based, in varying degrees, on the following
considerations:
I. Likelihood of default - capacity and willingness of the
obligor as to the timely payment of interest and
repayment of principal in accordance with the terms of
the obligation;
II. Nature of and provisions of the obligation;
III. Protection afforded by, and relative position of the
obligation in the event of bankruptcy, reorganization or
other arrangement under the laws of bankruptcy and other
laws affecting creditors' rights;
AAA - Debt rated AAA has the highest rating assigned by Standard &
Poor's. Capacity to pay interest and repay principal is extremely strong.
AA - Debt rated AA has a very strong capacity to pay interest and
repay principal and differs from the higher rated issues only in small
degree.
A - Debt rated A has a strong capacity to pay interest and repay
principal although it is somewhat more susceptible to the adverse effects
of changes in circumstances and economic conditions than debt in the
higher rated categories.
Moody's Bond Ratings.
Aaa - Bonds which are rated Aaa are judged to be the best quality.
They carry the smallest degree of investment risk and are generally
referred to as "gilt edged." Interest payments are protected by a large,
or by an exceptionally stable, margin and principal is secure. While the
various protective elements are likely to change, such changes as can be
visualized are most unlikely to impair the fundamentally strong position
of such issues.
Aa - Bonds which are Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally
known as high-grade bonds. They are rated lower than the best bonds
because margins of protection may not be as large as in Aaa securities or
fluctuation of protective elements may be of greater amplitude, or there
may be other elements present which make the long-term risks appear
somewhat larger than in Aaa securities.
A - Bonds which are rated A possess many favorable investment
attributes and are to be considered as upper-medium grade obligations.
Factors giving security to principal and interest are considered adequate,
but elements may be present which suggest a susceptibility to impairment
sometime in the future.
Moody's applies numerical modifiers 1, 2 and 3 in each of the
foregoing generic rating classifications. The modifier 1 indicates that
the company ranks in the higher end of its generic rating category; the
modifier 2 indicates a mid-range ranking; and the modifier 3 indicates
that the company ranks in the lower end of its generic rating category.
PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a.) Financial Statements (Financial Highlights included in Part A and
all incorporated by reference to the Annual Report, dated June 30,
1996 (File No. 811-7168), of The Henlopen Fund (as filed with the
Securities and Exchange Commission on August 14, 1996))
(b.) Exhibits
(1.1) Registrant's Certificate of Trust (Exhibit 1.1 to Registrant's
Registration Statement on Form N-1A is incorporated by
reference pursuant to Rule 411 under the Securities Act of
1933)
(1.2) Registrant's Trust Instrument (Exhibit 1.2 to Registrant's
Registration Statement on Form N-1A is incorporated by
reference pursuant to Rule 411 under the Securities Act of
1933)
(2.1) Registrant's Bylaws (Exhibit 2 to Registrant's Registration
Statement on Form N-1A is incorporated by reference pursuant
to Rule 411 under the Securities Act of 1933)
(2.2) Amendments to Registrant's Bylaws (Exhibit 2.2 to Pre-
Effective Amendment No. 1 to Registrant's Registration
Statement on Form N-1A is incorporated by reference pursuant
to Rule 411 under the Securities Act of 1933)
(3) None
(4) None
(5) Investment Advisory Agreement (Exhibit 5 to Pre-Effective
Amendment No. 1 to Registrant's Registration Statement on Form
N-1A is incorporated by reference pursuant to Rule 411 under
the Securities Act of 1933)
(6) None
(7) None
(8) Custodian Agreement with Firstar Trust Company (Exhibit 8 to
Pre-Effective Amendment No. 1 to Registrant's Registration
Statement on Form N-1A is incorporated by reference pursuant
to Rule 411 under the Securities Act of 1933)
(9.1) Administration Agreement with Fiduciary Management, Inc.
(Exhibit 9.1 to Pre-Effective Amendment No. 1 to Registrant's
Registration Statement on Form N-1A is incorporated by
reference pursuant to Rule 411 under the Securities Act of
1933)
(9.2) Transfer Agent Agreement with Firstar Trust Company (Exhibit
9.2 to Pre-Effective Amendment No. 1 to Registrant's
Registration Statement on Form N-1A is incorporated by
reference pursuant to Rule 411 under the Securities Act of
1933)
(10) Opinion of Foley & Lardner, counsel for Registrant (Exhibit 10
to Pre-Effective Amendment No. 1 to Registrant's Registration
Statement on Form N-1A is incorporated by reference pursuant
to Rule 411 under the Securities Act of 1933)
(11) Consent of Independent Accountants
(12) None
(13) Subscription Agreement (Exhibit 13 to Pre-Effective Amendment
No. 1 to Registrant's Registration Statement on Form N-1A is
incorporated by reference pursuant to Rule 411 under the
Securities Act of 1933)
(14.1) Individual Retirement Custodial Account (Exhibit 14.1 to Post-
Effective Amendment No. 1 to Registrant's Registration
Statement on Form N-1A is incorporated by reference pursuant
to Rule 411 under the Securities Act of 1933)
(14.2) Simplified Employee Pension Plan (Exhibit 14.2 to Registrant's
Registration Statement on Form N-1A is incorporated by
reference pursuant to Rule 411 under the Securities Act of
1933)
(14.3) Defined Contribution Retirement Plan (Exhibit 14.3 to Post-
Effective Amendment No. 1 to Registrant's Registration
Statement on Form N-1A is incorporated by reference pursuant
to Rule 411 under the Securities Act of 1933)
(15) None
(16) Computation of Performance Quotations
(17) Financial Data Schedule
(18) None
Item 25. Persons Controlled by or under Common Control with Registrant
Registrant is not controlled by any person. Registrant neither
controls any person nor is under common control with any person.
Item 26. Number of Holders of Securities
Number of Record Holders
Title of Class as of September 30, 1996
Shares of Beneficial Interest,
no par value 275
Item 27. Indemnification
Pursuant to Chapter 38 of Title 12 of the Delaware Code, the
Registrant's Trust Instrument, dated September 16, 1992, contains the
following article, which is in full force and effect and has not been
modified or canceled:
ARTICLE X
LIMITATION OF LIABILITY AND INDEMNIFICATION
Section 10.1. Limitation of Liability. A Trustee, when acting in such
capacity, shall not be personally liable to any person other than the
Trust or a beneficial owner for any act, omission or obligation of the
Trust or any Trustee. A Trustee shall not be liable for any act or
omission or any conduct whatsoever in his capacity as Trustee, provided
that nothing contained herein or in the Delaware Act shall protect any
Trustee against any liability to the Trust or to Shareholders to which he
would otherwise be subject by reason of willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in the
conduct of the office of Trustee hereunder.
Section 10.2. Indemnification.
(a) Subject to the exceptions and limitations contained in Section
10.2(b) below:
(i) every Person who is, or has been, a Trustee or officer of
the Trust (hereinafter referred to as a "Covered Person") shall be
indemnified by the Trust to the fullest extent permitted by law
against liability and against all expenses reasonably incurred or
paid by him in connection with any claim, action, suit or
proceeding in which he becomes involved as a party or otherwise by
virtue of his being or having been a Trustee or officer and against
amounts paid or incurred by him in the settlement thereof;
(ii) the words "claim," "action," "suit," or "proceeding"
shall apply to all claims, actions, suits or proceedings (civil,
criminal or other, including appeals), actual or threatened while
in office or thereafter, and the words "liability" and "expenses"
shall include, without limitation, attorneys' fees, costs,
judgments, amounts paid in settlement, fines, penalties and other
liabilities.
(b) No indemnification shall be provided hereunder to a Covered
Person:
(i) who shall have been adjudicated by a court or body before
which the proceeding was brought (A) to be liable to the Trust or
its Shareholders by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the
conduct of his office or (B) not to have acted in good faith in the
reasonable belief that his action was in the best interest of the
Trust; or
(ii) in the event of a settlement, unless there has been a
determination that such Trustee or officer did not engage in
willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his office,
(A) by the court or other body approving the settlement;
(B) by at least a majority of those Trustees who are neither
Interested Persons of the Trust nor are parties to the matter
based upon a review of readily available facts (as opposed to
a full trial-type inquiry); or
(C) by written opinion of independent legal counsel based
upon a review of readily available facts (as opposed to a full
trial-type inquiry);
provided, however, that any Shareholder may, by appropriate legal
proceedings, challenge any such determination by the Trustees or by
independent counsel.
(c) The rights of indemnification herein provided may be insured
against by policies maintained by the Trust, shall be severable, shall
not be exclusive of or affect any other rights to which any Covered
Person may now or hereafter be entitled, shall continue as to a person
who has ceased to be a Covered Person and shall inure to the benefit of
the heirs, executors and administrators of such a person. Nothing
contained herein shall affect any rights to indemnification to which
Trust personnel, other than Covered Persons, and other persons may be
entitled by contract or otherwise under law.
(d) Expenses in connection with the preparation and presentation
of a defense to any claim, action, suit or proceeding of the character
described in paragraph (a) of this Section 10.2 may be paid by the Trust
or Series from time to time prior to final disposition thereof upon
receipt of an undertaking by or on behalf of such Covered Person that
such amount will be paid over by him to the Trust or Series if it is
ultimately determined that he is not entitled to indemnification under
this Section 10.2; provided, however, that either (a) such Covered
Person shall have provided appropriate security for such undertaking,
(b) the Trust is insured against losses arising out of any such advance
payments or (c) either a majority of the Trustees who are neither
Interested Persons of the Trust nor parties to the matter, or
independent legal counsel in a written opinion, shall have determined,
based upon a review of readily available facts (as opposed to a trial-
type inquiry or full investigation), that there is reason to believe
that such Covered Person will be found entitled to indemnification under
this Section 10.2.
Section 10.3. Shareholders. In case any Shareholder or former
Shareholder of any Series shall be held to be personally liable solely by
reason of his being or having been a Shareholder of such Series and not
because of his acts or omissions or for some other reason, the Shareholder
or former Shareholder (or his heirs, executors, administrators or other
legal representatives, or, in the case of a corporation or other entity,
its corporate or other general successor) shall be entitled out of the
assets belonging to the applicable Series to be held harmless from and
indemnified against all loss and expense arising from such liability. The
Trust, on behalf of the affected Series, shall, upon request by the
Shareholder, assume the defense of any claim made against the Shareholder
for any act or obligation of the Series and satisfy any judgment thereon
from the assets of the Series.
Insofar as indemnification for and with respect to liabilities
arising under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of Registrant pursuant to the foregoing
provisions or otherwise, Registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against
public policy as expressed in the 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 or 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, 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 of whether such indemnification is
against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.
Item 28. Business and Other Connections of Investment Adviser
Incorporated by reference to pages 3 through 5 of the Statement of
Additional Information pursuant to Rule 411 under the Securities Act of
1933.
Item 29. Principal Underwriters
Registrant has no principal underwriters.
Item 30. Location of Accounts and Records
The accounts, books and other documents required to be maintained
by Registrant pursuant to Section 31(a) of the Investment Company Act of
1940 and the rules promulgated thereunder are in the physical possession
of Registrant, Registrant's Custodian and Registrant's Administrator as
follows: the documents required to be maintained by paragraphs (5) and
(11) of Rule 31a-1(b) will be maintained by the Registrant; the documents
required to be maintained by paragraphs (3) and (7) of Rule 31a-1(b) will
be maintained by Registrant's Custodian; and all other records will be
maintained by Registrant's Administrator.
Item 31. Management Services
All management-related service contracts entered into by Registrant
are discussed in Parts A and B of this Registration Statement.
Item 32. Undertakings
Registrant undertakes to furnish each person to whom a prospectus
is delivered with a copy of the Registrant's latest annual report to
shareholders, upon request and without charge.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all
of the requirements for effectiveness of this Amended Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has
duly caused this Amended Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Wilmington
and State of Delaware on the 30th day of October, 1996.
THE HENLOPEN FUND
(Registrant)
By: /s/ Michael L. Hershey
Michael L. Hershey,
President and Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
Amended Registration Statement has been signed below by the following
persons in the capacities and on the date indicated.
Name Title Date
/s/ Michael L. Hershey Principal Executive, October 30, 1996
Michael L. Hershey Financial and Accounting
Officer and Trustee
/s/ Robert J. Fahey, Jr. Trustee October 30, 1996
Robert J. Fahey, Jr.
/s/ Stephen L. Hershey, M.D. Trustee October 30, 1996
Stephen L. Hershey, M.D.
/s/ P. Coleman Townsend, Jr. Trustee October 30, 1996
P. Coleman Townsend, Jr.
<PAGE>
EXHIBIT INDEX
Exhibit No. Exhibit Page No.
(1.1) Registrant's Certificate of Trust* - - -
(1.2) Registrant's Trust Instrument* - - -
(2.1) Registrant's Bylaws* - - -
(2.2) Amendments to Registrant's Bylaws* - - -
(3) None - - -
(4) None - - -
(5) Investment Advisory Agreement* - - -
(6) None - - -
(7) None - - -
(8) Custodian Agreement with Firstar
Trust Company* - - -
(9.1) Administration Agreement with
Fiduciary Management, Inc.* - - -
(9.2) Transfer Agent Agreement with
Firstar Trust Company* - - -
(10) Opinion of Foley & Lardner,
counsel for Registrant* - - -
(11) Consent of Independent
Accountants
(12) None - - -
(13) Subscription Agreement* - - -
(14.1) Individual Retirement Custodial
Account* - - -
(14.2) Simplified Employee Pension
Plan* - - -
(14.3) Defined Contribution Retirement
Plan* - - -
(15) None - - -
(16) Computation of Performance Quotations
(17) Financial Data Schedule
(18) None - - -
_________________
* Incorporated by reference.
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in the Statement of Additional Information
constituting part of this Post-Effective Amendment No. 5 to the
registration statement on Form N-1A (the "Registration Statement") of our
report dated July 26, 1996, relating to the financial statements and
financial highlights of The Henlopen Fund, which appears in such Statement
of Additional Information, and to the incorporation by reference of our
report into the Prospectus which constitutes part of this Registration
Statement. We also consent to the reference to us under the heading
"Independent Accountants" in such Statement of Additional Information.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Minneapolis, Minnesota
October 29, 1996
EXHIBIT 16
Schedule for Computation of Performance Quotation
----------------------------------------------
1. Initial (June 30, 1995) Net Asset Value = $14.68
2. Number of hypothetical shares purchased =
$1,000 divided by $14.68 = 68.120 shares
3. Amount of dividends and distributions =
07/27/95 - $ 1.17906 per share 68.120 = $ 80.32 /$ 14.83 = 5.416 shares
12/28/95 - $ 1.0822 per share 73.536 = $ 79.58 /$ 14.01 = 5.680 shares
Total= 11.096 shares
4. Fees charged to shareholder accounts = 0
5. Ending (June 30, 1996) Net Asset Value = $17.47
6. Ending Redeemable value of hypothetical investment =
68.12 + 11.096 = 79.216 x $17.47 = $1,383.90
7. Total Return = ($1383.90 - $1,000) divided by $1,000 = + 38.39%
8. Annualized Compounded Return = 38.39%
Number of years = 1
<PAGE>
EXHIBIT 16 Continued
Schedule for Computation of Performance Quotation
-----------------------------------------------
1. Initial (December 2, 1992) Net Asset Value = $10.00
2. Number of hypothetical shares purchased =
$1,000 divided by $10.00 = 100 shares
3. Amount of dividends and distributions =
12/30/92 - $ 0.01 per share 100.000 = $ 1.00 /$ 10.00 = 0.100 shares
07/30/93 - $ 0.24 per share 100.100 = $ 24.02 /$ 11.37 = 2.113 shares
12/30/93 - $ 0.205 per share 102.213 = $ 20.95 /$ 12.38 = 1.692 shares
12/29/94 - $ 0.188 per share 103.905 = $ 19.53 /$ 11.93 = 1.637 shares
07/27/95 - $ 1.17906 per share 105.542 = $ 124.44 /$ 14.83 = 8.391 shares
12/28/95 - $ 1.0822 per share 113.933 = $ 123.30 /$ 14.01 = 8.801 shares
Total 22.734 shares
4. Fees charged to shareholder accounts = 0
5. Ending (June 30, 1996) Net Asset Value = $17.47
6. Ending Redeemable value of hypothetical investment =
100.000 + 22.734 = 122.734 x $17.47 = $2,144.16
7. Total Return = ($2144.16 - $1,000) divided by $1,000 = + 114.42%
8. Annualized Compounded Return = 23.76%
Number of years = 3 and 211/365 days = 3.5780822
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE FINANCIAL
STATEMENTS OF THE HENLOPEN FUND AS OF AND FOR THE YEAR ENDED JUNE 30, 1996 AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> JUL-01-1995
<PERIOD-END> JUN-30-1996
<INVESTMENTS-AT-COST> 24,761
<INVESTMENTS-AT-VALUE> 27,687
<RECEIVABLES> 439
<ASSETS-OTHER> 16
<OTHER-ITEMS-ASSETS> 8
<TOTAL-ASSETS> 28,150
<PAYABLE-FOR-SECURITIES> 1,116
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 62
<TOTAL-LIABILITIES> 1,178
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 21,163
<SHARES-COMMON-STOCK> 1,544
<SHARES-COMMON-PRIOR> 796
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 2,882
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 2,927
<NET-ASSETS> 26,972
<DIVIDEND-INCOME> 53
<INTEREST-INCOME> 39
<OTHER-INCOME> 0
<EXPENSES-NET> 324
<NET-INVESTMENT-INCOME> (232)
<REALIZED-GAINS-CURRENT> 4,302
<APPREC-INCREASE-CURRENT> 1,770
<NET-CHANGE-FROM-OPS> 5,840
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 2,150
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 640
<NUMBER-OF-SHARES-REDEEMED> 40
<SHARES-REINVESTED> 148
<NET-CHANGE-IN-ASSETS> 0
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 953
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 182
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 324
<AVERAGE-NET-ASSETS> 18,176
<PER-SHARE-NAV-BEGIN> 14.68
<PER-SHARE-NII> (0.05)
<PER-SHARE-GAIN-APPREC> 5.10
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 2.26
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 17.47
<EXPENSE-RATIO> 1.78
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
