U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
Read instructions at end of Form before preparing Form.
Please print or type.
1. Name and address of issuer:
The Henlopen Fund, 400 West Ninth Street, Suite 100, Wilmington,
Delaware 19801
2. Name of each series or class of funds for which this notice is
filed:
The Henlopen Fund
3. Investment Company Act File Number: 811-07168
Securities Act File Number: 33-52154
4. Last day of fiscal year for which this notice is filed:
June 30, 1997
5. Check box if this notice is being filed more than 180 days after
the close of the issuer's fiscal year for purposes of reporting
securities sold after the close of the fiscal year but before
termination of the issuer's 24f-2 declaration:
[_]
Not Applicable
6. Date of termination of issuer's declaration under rule 24f-
2(a)(1), if applicable (see Instruction A.6):
Not Applicable
7. Number and amount of securities of the same class or series which
had been registered under the Securities Act of 1933 other than
pursuant to rule 24f-2 in a prior fiscal year, but which remained
unsold at the beginning of the fiscal year:
0
8. Number and amount of securities registered during the fiscal year
other than pursuant to rule 24f-2:
0
9. Number and aggregate sale price of securities sold during the
fiscal year:
638,113 shares; $9,247,804 aggregate sales price
10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule 24f-2:
638,113 shares; $9,247,804 aggregate sales price
11. Number and aggregate sale price of securities issued during the
fiscal year in connection with dividend reinvestment plans, if
applicable (see Instruction B.7):
Included in response to Item 10
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during
the fiscal year in reliance on rule 24f-2 (from
Item 10):
$9,247,804
(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 11,
if applicable):
+ 0
(iii)Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable):
-5,201,112
(iv) Aggregate price of shares redeemed or repurchased
and previously applied as a reduction to filing
fees pursuant to rule 24e-2 (if applicable):
+ 0
(v) Net aggregate price of securities sold and issued
during the fiscal year in reliance on rule 24f-2
[line (i), plus line (ii), less line (iii), plus
line (iv)] (if applicable):
4,046,692
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law or
regulation (see Instruction C.6):
x 1
3,300
(vii) Fee due [line (i) or line (v) multiplied by
line (vi)]:
$ 1,226.27
==========
Instruction: Issuers should complete lines (ii), (iii), (iv) and (v)
only if the form is being filed within 60 days after
the close of the issuer's fiscal year. See Instruction
C.3.
13. Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's Rules
of Informal and Other Procedures (17 CFR 202.3a).
[X]
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository:
August 28, 1997
SIGNATURES
This report has been signed below by the following persons on behalf
of the issuer and in the capacities and on the dates indicated.
By (Signature and Title)* /s/ Michael L. Hershey
Michael L. Hershey, President
Date 08/19/97
*Please print the name and title of the signing officer below the
signature.
F O L E Y & L A R D N E R
A T T O R N E Y S A T L A W
CHICAGO FIRSTAR CENTER SAN DIEGO
JACKSONVILLE 777 EAST WISCONSIN AVENUE SAN FRANCISCO
LOS ANGELES MILWAUKEE, WISCONSIN 53202-5367 TALLAHASSEE
MADISON TELEPHONE (414) 271-2400 TAMPA
ORLANDO FACSIMILE (414) 297-4900 WASHINGTON, D.C.
SACRAMENTO WEST PALM BEACH
WRITER'S DIRECT LINE
August 27, 1997
The Henlopen Fund
400 West Ninth Street
Wilmington, Delaware 19801
Gentlemen:
We have acted as counsel for you in connection with the
preparation of a Registration Statement on Form N-1A and amendments
thereto relating to the sale by you of an indefinite amount of shares of
beneficial interest of The Henlopen Fund (such shares of beneficial
interest being hereinafter referred to as the "Shares"), in the manner set
forth in the Registration Statement. In this connection, we have
examined: (a) the Registration Statement on Form N-1A and all amendments
thereto; (b) the Rule 24f-2 Notice for The Henlopen Fund dated August 19,
1997; (c) corporate proceedings relative to the authorization for issuance
of the Shares; and (d) such other proceedings, documents and records as we
deemed necessary to enable us to render this opinion.
Based on the foregoing, we are of the opinion that the Shares
sold in the fiscal year ended June 30, 1997 in reliance upon registration
pursuant to Rule 24f-2 under the Investment Company Act of 1940 and in the
manner set forth in the Registration Statement were legally issued, fully
paid and nonassessable except insofar as statutory liability may be
imposed under Section 180.0622(2)(b) of the Wisconsin Statutes for unpaid
wage claims of employees, not to exceed six months' service in any one
case. We have not examined the stock registration books of The Henlopen
Fund. In opining that the Shares sold in the fiscal year ended June 30,
1997 were fully paid, we have relied upon a certificate of an officer of
The Henlopen Fund as to the consideration received for such shares.
We hereby consent to the use of this opinion in connection with
the filing of the Rule 24f-2 Notice for The Henlopen Fund for its fiscal
year ended June 30, 1997. In giving this consent, we do not admit that we
are experts within the meaning of Section 11 of the Securities Act of
1933, as amended, or within the category of persons whose consent is
required by Section 7 of said Act.
Very truly yours,
FOLEY & LARDNER
