THE HENLOPEN FUND
(THE HENLOPEN FUND LOGO)
SEMIANNUAL REPORT
DECEMBER 31, 1999
To My Fellow Shareholders:
The Henlopen Fund enjoyed an outstanding quarter as investors' enthusiasm for
growth equities appeared to be unbounded. For the Quarter ending December 31,
1999, The Henlopen Fund appreciated 43.5%. Annualized returns for the Fund for
1, 3 and 5 years are +62.1%, +32.4% and +31.2%, respectively. Since our
inception on December 2, 1992, over 7 years ago, the annualized return has been
+25.2%.
As of December 21, 1999, the Board of Trustees has declared a distribution of
$0.13171 from short-term realized capital gains which was treated as ordinary
income, payable December 22, 1999 to shareholders of record on December 20,
1999.
Over the life of our Fund we have adhered to several basic principals which, we
believe, are primarily responsible for the results shown above. First is a
focus on growth, always seeking to have a fully invested portfolio of market
leading companies across a spectrum of rapidly expanding industries. Investing
in such businesses allows our clients to participate in the capital-creation
process existent in the most dynamic sectors of the American economy. Second,
we rely on our own research and analysis to expose the portfolio to what we feel
are the best opportunities, always looking for catalysts for change and
unrecognized value. Finally, we recognize our responsibility to our clients to
be prudent managers of investment assets, assets that are invested in higher
risk, volatile areas of the equity markets. We maintain a portfolio that is
well diversified by industry and size of company, constantly evaluating and
refreshing our holdings.
As we move into the New Year, the American economy continues to rejuvenate
itself, driven by new business models that take advantage of the recent
explosion in technological advances. The Internet, gene sequencing and digital
communication are just a few of the many opportunities presenting themselves to
growth stock investors. In the body of this report you will see, in detail, the
industries and companies we feel present a strong potential for continued
appreciation.
There have been endless discussions over the course of 1999 regarding equity
valuation levels, interest rates and other issues of investment relevance.
These uncertainties are always present in the investment equation along with an
inability to divine the future. We are convinced that the best approach for
growth investors is to maintain a fully invested, diversified and actively
managed portfolio of market lending companies in growth industries. For the
life of our Fund, this has proven to be so.
Sincerely yours,
/s/ Michael L. Hershey
Michael L. Hershey
President
MANAGED BY LANDIS ASSOCIATES, INC.
WWW.HENLOPENFUND.COM
THE HENLOPEN FUND
COMPARISON OF CHANGE IN VALUE OF A $10,000 INVESTMENT*<F1> 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 $10,000 $10,000 $10,000
12/31/92 $10,010 $10,162 $10,204
3/31/93 $10,821 $10,604 $10,507
6/30/93 $11,562 $10,654 $10,661
9/30/93 $12,450 $10,926 $11,173
12/31/93 $12,999 $11,179 $11,426
3/31/94 $12,760 $10,758 $11,084
6/30/94 $12,126 $10,804 $10,841
9/30/94 $12,853 $11,332 $11,373
12/31/94 $12,644 $11,330 $11,246
3/31/95 $13,583 $12,430 $12,059
6/30/95 $15,494 $13,613 $13,349
9/30/95 $17,819 $14,692 $14,563
12/31/95 $17,453 $15,574 $14,918
3/31/96 $19,233 $16,409 $15,591
6/30/96 $21,442 $17,144 $16,107
9/30/96 $21,024 $17,670 $16,566
12/31/96 $21,182 $19,141 $17,527
3/31/97 $20,072 $19,658 $17,468
6/30/97 $22,519 $23,083 $20,228
9/30/97 $28,095 $24,811 $22,301
12/31/97 $25,971 $25,524 $22,450
3/31/98 $31,183 $29,084 $25,229
6/30/98 $29,902 $30,041 $25,946
9/30/98 $23,918 $27,058 $22,985
12/31/98 $30,323 $32,818 $28,216
3/31/99 $30,744 $34,456 $29,647
6/30/99 $34,816 $36,885 $31,571
9/30/99 $34,260 $34,582 $29,936
12/31/99 $49,162 $39,781 $36,103
*<F1> assumes equal $10,000 investments made on inception date of December 2,
1992.
Past performance is not predictive of future performance. Investment return and
principal value will fluctuate, and redemption value may be more or less than
original cost.
THE HENLOPEN FUND
STATEMENT OF NET ASSETS
December 31, 1999 (Unaudited)
SHARES OR QUOTED
PRINCIPAL MARKET
AMOUNT COST VALUE
- ------------- ---- ------
LONG-TERM INVESTMENTS -- 98.9% (A)<F3>
COMMON STOCKS -- 98.9% (A)<F3>
AUTO & TRUCK RELATED -- 1.0%
15,000 General Motors Corp. $ 1,105,119 $ 1,090,312
BASIC RESOURCES -- 0.8%
30,000 De Beers Cons
Mines - ADR 420,000 868,125
BUSINESS SERVICES -- 0.9%
100,000 @plan.Inc.*<F2> 1,024,687 987,500
COMMUNICATIONS -- 24.8%
20,000 3Com Corp.*<F2> 817,500 940,000
22,000 Adaptive Broadband
Corp.*<F2> 878,075 1,623,875
45,000 Cabletron Systems, Inc.*<F2> 1,053,337 1,170,000
10,000 CFW Communications Co. 276,750 347,500
25,000 CIENA Corp.*<F2> 1,473,827 1,437,500
12,000 Cisco Systems Inc.*<F2> 734,625 1,285,500
35,000 Concentric Network Corp.*<F2> 815,391 1,078,437
87,500 CTN Media Group, Inc.*<F2> 886,592 875,000
80,000 Digital Microwave Corp.*<F2> 1,420,664 1,875,000
25,000 ECI Telecom Ltd. 755,000 790,625
115,000 FVC.COM, Inc.*<F2> 920,334 1,344,063
45,000 Natural MicroSystems
Corp.*<F2> 845,216 2,106,563
20,000 Nortel Networks Corp. 649,350 2,020,000
55,000 Optibase Ltd.*<F2> 539,688 1,938,750
40,000 Polycom, Inc.*<F2> 677,122 2,547,500
14,000 QUALCOMM Inc.*<F2> 959,000 2,465,750
6,000 Redback Networks, Inc.*<F2> 941,250 1,065,000
60,000 REMEC, Inc.*<F2> 1,077,601 1,530,000
10,000 Science Dynamics Corp.*<F2> 42,500 55,000
40,000 Tollgrade Communications
Inc.*<F2> 943,628 1,380,000
----------- ------------
16,707,450 27,876,063
COMPUTER PERIPHERALS -- 1.9%
90,000 Ciprico Inc.*<F2> 1,116,085 1,040,625
7,000 Extended Systems Inc.*<F2> 277,187 335,125
40,000 Information Resources
Engineering, Inc.*<F2> 704,688 820,000
----------- ------------
2,097,960 2,195,750
COMPUTER SYSTEMS -- 4.9%
45,000 Compaq Computer Corp. 1,245,825 1,217,812
15,000 EMC Corp. (Mass.)*<F2> 1,184,650 1,638,750
30,000 Seagate Technology, Inc.*<F2> 1,351,311 1,396,875
16,000 Sun Microsystems, Inc.*<F2> 757,500 1,239,000
----------- ------------
4,539,286 5,492,437
DISTRIBUTION -- 1.3%
50,500 American Aircarriers
Support, Inc.*<F2> 546,154 391,375
42,500 D & K Healthcare
Resources, Inc.*<F2> 724,406 621,563
60,000 Lazare Kaplan
International Inc.*<F2> 504,013 487,500
----------- ------------
1,774,573 1,500,438
ELECTRONICS/EQUIPMENT MANUFACTURING -- 2.5%
64,000 CVC Inc.*<F2> 745,419 616,000
18,000 Electro Scientific
Industries, Inc.*<F2> 1,203,939 1,314,000
50,000 Sensormatic Electronics
Corp.*<F2> 847,750 871,875
----------- ------------
2,797,108 2,801,875
ENERGY/SERVICES -- 2.6%
75,000 AstroPower, Inc.*<F2> 699,625 1,050,000
30,000 Penn Virginia Corp. 579,300 502,500
50,000 Plains Resources Inc.*<F2> 701,193 625,000
12,000 Vastar Resources, Inc. 775,595 708,000
----------- ------------
2,755,713 2,885,500
FINANCIAL SERVICES -- 2.8%
12,500 Markel Corp.*<F2> 1,357,252 1,937,500
85,000 Philadelphia Consolidated
Holding Corp.*<F2> 1,316,309 1,232,500
----------- ------------
2,673,561 3,170,000
FOOD & BEVERAGES -- 0.3%
63,000 WLR Foods, Inc.*<F2> 532,476 362,250
HEALTHCARE PRODUCTS -- 5.6%
100,000 Gene Logic Inc.*<F2> 677,885 2,650,000
125,000 IGEN International, Inc.*<F2> 1,370,075 3,718,750
----------- ------------
2,047,960 6,368,750
HEALTHCARE SERVICES -- 1.1%
40,000 InfoCure Corp.*<F2> 816,869 1,247,500
INTERNET/SOFTWARE/SERVICES -- 6.5%
9,000 CMGI Inc.*<F2> 817,425 2,491,875
30,000 Digital River, Inc.*<F2> 826,875 999,375
40,000 Open Market, Inc.*<F2> 550,750 1,805,000
6,000 RealNetworks, Inc.*<F2> 859,500 721,875
8,000 Safeguard Scientifics, Inc.*<F2> 883,831 1,296,500
----------- ------------
3,938,381 7,314,625
LEISURE/ENTERTAINMENT -- 1.7%
90,000 Action Performance
Companies, Inc.*<F2> 1,720,743 1,035,000
50,000 Steiner Leisure Ltd.*<F2> 1,032,815 834,375
----------- ------------
2,753,558 1,869,375
MISCELLANEOUS MANUFACTURING -- 3.0%
12,000 Corning Inc. 1,332,202 1,547,250
44,000 Koala Corp.*<F2> 423,313 616,000
27,000 Newport Corp. 1,155,991 1,235,250
----------- ------------
2,911,506 3,398,500
RETAILING -- 4.3%
12,000 Tiffany & Co. 594,033 1,071,000
70,000 Whitehall Jewellers, Inc.*<F2> 1,485,735 2,581,250
25,000 Zale Corp.*<F2> 921,746 1,209,375
----------- ------------
3,001,514 4,861,625
SEMICONDUCTORS/RELATED -- 15.4%
20,000 Altera Corp.*<F2> 648,000 991,250
13,000 Applied Materials, Inc.*<F2> 738,562 1,646,937
38,000 Applied Science and
Technology, Inc.*<F2> 418,000 1,262,903
31,000 ATMI Inc.*<F2> 753,963 1,024,938
40,000 Conexant Systems, Inc.*<F2> 532,095 2,655,000
40,000 Electroglas, Inc.*<F2> 1,090,314 1,015,000
10,000 KLA-Tencor Corp.*<F2> 664,000 1,113,750
40,000 Kulicke & Soffa
Industries, Inc.*<F2> 1,152,255 1,702,500
30,000 National Semiconductor
Corp.*<F2> 1,092,897 1,284,375
10,000 Novellus Systems, Inc.*<F2> 729,432 1,225,312
125,000 Symmetricom, Inc.*<F2> 1,098,711 1,242,188
18,000 Teradyne, Inc.*<F2> 629,415 1,188,000
10,000 Texas Instruments Inc. 728,738 968,750
----------- ------------
10,276,382 17,320,903
SOFTWARE & RELATED SERVICES -- 15.1%
74,000 ANSYS, Inc.*<F2> 691,128 814,000
10,000 Citrix Systems, Inc.*<F2> 979,500 1,230,000
18,000 Exchange Applications,
Inc.*<F2> 747,236 1,005,750
13,000 HNC Software Inc.*<F2> 861,250 1,374,750
30,000 Jacada Ltd.*<F2> 859,062 836,250
70,000 Level 8 Systems, Inc.*<F2> 788,648 2,419,375
50,000 Novadigm, Inc.*<F2> 886,710 1,037,500
100,000 ON Technology Corp.*<F2> 913,741 1,387,500
40,000 ONYX Software Corp.*<F2> 1,127,767 1,480,000
15,000 Oracle Corp.*<F2> 873,031 1,680,938
150,000 SOFTWORKS, Inc.*<F2> 1,033,528 1,457,805
50,000 Systems & Computer
Technology Corp.*<F2> 477,955 812,500
170,000 Versant Corp.*<F2> 811,071 1,487,500
----------- ------------
11,050,627 17,023,868
TRANSPORTATION -- 0.8%
110,000 RailAmerica, Inc.*<F2> 637,850 941,875
UTILITIES -- 1.2%
50,000 SCANA Corp. 1,278,937 1,343,750
MISCELLANEOUS -- 0.4%
70,000 U.S. Concrete, Inc.*<F2> 586,250 420,000
----------- ------------
Total common stocks 75,727,767 111,341,021
----------- ------------
Total long-term
investments 75,727,767 111,341,021
SHORT-TERM INVESTMENTS -- 2.7% (A)<F3>
VARIABLE RATE DEMAND NOTES
$2,402,286 Firstar Bank U.S.A., N.A. 2,402,286 2,402,286
594,000 Wisconsin Corporate Central
Credit Union 594,000 594,000
----------- ------------
Total short-term
investments 2,996,286 2,996,286
----------- ------------
Total investments $78,724,053 114,337,307
-----------
-----------
Liabilities, less cash and
receivables (1.6%) (A)<F3> (1,738,404)
------------
NET ASSETS $112,598,903
------------
------------
Net Asset Value Per Share
(No par value, unlimited
shares authorized), offering
and redemption price
($112,598,903 / 4,317,306
shares outstanding) $26.08
------
------
*<F2> Non-income producing security.
(a)<F3> Percentages for the various classifications relate to net assets.
The accompanying notes to financial statements are an integral part of this
statement.
THE HENLOPEN FUND
STATEMENT OF OPERATIONS
For the Period Ending December 31, 1999
INCOME:
Dividends $ 80,562
Interest 70,383
-----------
Total income 150,945
-----------
EXPENSES:
Investment management fees 380,980
Administrative services 53,179
Transfer agent fees 29,420
Professional fees 16,893
Insurance expense 15,603
Registration fees 13,570
Custodian fees 11,366
Printing and postage expense 8,734
Board of Trustees fees 1,250
Other expenses 5,264
-----------
Total expenses 536,259
-----------
NET INVESTMENT LOSS (385,314)
-----------
NET REALIZED GAIN ON INVESTMENTS 8,971,166
NET INCREASE IN UNREALIZED APPRECIATION ON INVESTMENTS 23,026,319
-----------
NET GAIN ON INVESTMENTS 31,997,485
-----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $31,612,171
-----------
-----------
STATEMENTS OF CHANGES IN NET ASSETS
For the Period Ending December 31, 1999 and for the Year Ended June 30, 1999
<TABLE>
DECEMBER 31, 1999 JUNE 30, 1999
----------------- -------------
<S> <C> <C>
OPERATIONS:
Net investment loss $ (385,314) $ (275,707)
Net realized gain on investments 8,971,166 4,197,831
Net increase in unrealized appreciation on investments 23,026,319 4,409,534
------------ -----------
Net increase in net assets resulting from operations 31,612,171 8,331,658
------------ -----------
DISTRIBUTIONS TO SHAREHOLDERS:
Distributions from net realized gains ($1.37964 per share) (4,755,935) --
------------ -----------
Total distributions (4,755,935) --
------------ -----------
FUND SHARE ACTIVITIES:
Proceeds from shares issued (1,170,672 and 1,374,542 shares, respectively) 23,345,244 24,034,448
Net asset value of shares issued in distributions (245,972 shares) 4,623,971 --
Cost of shares redeemed (275,060 and 544,079 shares, respectively) (5,235,362) (9,322,815)
------------ -----------
Net increase in net assets derived from Fund share activities 22,733,853 14,711,633
------------ -----------
TOTAL INCREASE 49,590,089 23,043,291
NET ASSETS AT THE BEGINNING OF THE PERIOD 63,008,814 39,965,523
------------ -----------
NET ASSETS AT THE END OF THE PERIOD $112,598,903 $63,008,814
------------ -----------
------------ -----------
</TABLE>
The accompanying notes to financial statements are an integral part of these
statements.
THE HENLOPEN FUND
FINANCIAL HIGHLIGHTS
(Selected data for each share of the Fund outstanding throughout each period)
<TABLE>
(UNAUDITED)
FOR THE FOR THE YEARS ENDED JUNE 30,
PERIOD ENDING ---------------------------------------------------------
12/31/99 1999 1998 1997 1996 1995
------------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period $ 19.84 $ 17.04 $ 15.83 $ 17.47 $ 14.68 $ 11.67
Income from investment operations:
Net investment loss (a)<F6> (0.10) (0.11) (0.03) (0.08) (0.05) (0.11)
Net realized and unrealized gains on investments 7.72 2.91 4.55 0.58 5.10 3.31
------- ------- ------- ------- ------- -------
Total from investment operations 7.62 2.80 4.52 0.50 5.05 3.20
Less distributions:
Dividend from net investment income -- -- -- -- -- --
Distributions from net realized gains (1.38) -- (3.31) (2.14) (2.26) (0.19)
------- ------- ------- ------- ------- -------
Total from distributions (1.38) -- (3.31) (2.14) (2.26) (0.19)
------- ------- ------- ------- ------- -------
Net asset value, end of period $ 26.08 $ 19.84 $ 17.04 $ 15.83 $ 17.47 $ 14.68
------- ------- ------- ------- ------- -------
------- ------- ------- ------- ------- -------
TOTAL INVESTMENT RETURN 41.2%**<F5> 16.4% 32.8% 5.0% 38.4% 27.8%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in 000's $) 112,599 63,009 39,966 28,979 26,972 11,685
Ratio of expenses to average net assets 1.4%*<F4> 1.5% 1.5% 1.6% 1.8% 2.0%
Ratio of net investment loss to average net assets (1.0)%*<F4> (0.6)% (0.7)% (0.7)% (1.3)% (1.2)%
Portfolio turnover rate 82.8% 162.1% 116.3% 140.6% 177.5% 147.8%
</TABLE>
*<F4> Annualized.
**<F5> Not Annualized.
(a)<F6> In 1999, net investment loss per share is calculated using average
shares outstanding. In prior years, net investment loss per share
is calculated using ending balances prior to consideration of
adjustments for permanent book and tax differences.
The accompanying notes to financial statements are an integral part of this
statement.
THE HENLOPEN FUND
NOTES TO FINANCIAL STATEMENTS
December 31, 1999 (Unaudited)
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES --
The following is a summary of significant accounting policies of The
Henlopen Fund (the "Fund"), which was organized as a Delaware Business
Trust on September 17, 1992 and is registered as an open-end management
company under the Investment Company Act of 1940. The Fund commenced
operations on December 2, 1992. The investment objective of the Fund is
long-term capital appreciation.
(a) Each security, excluding short-term investments, is valued at the
last sale price reported by the principal security exchange on which
the issue is traded, or if no sale is reported, the latest bid price.
Securities which are traded over-the-counter are valued at the latest
bid price. Securities for which quotations are not readily available
are valued at fair value as determined by the investment adviser under
the supervision of the Board of Trustees. Short-term investments are
valued at cost which approximates quoted market value. For financial
reporting purposes, investment transactions are recorded on trade date.
Cost amounts, as reported on the statement of net assets, are the same
for Federal income tax purposes.
(b) Net realized gains and losses on common stock are computed on the
identified cost basis.
(c) Provision has not been made for Federal income taxes since the
Fund has elected to be taxed as a "regulated investment company" and
intends to distribute substantially all net investment company taxable
income and net capital gains to its shareholders and otherwise comply
with the provisions of the Internal Revenue Code applicable to
regulated investment companies. The Fund has utilized $1,044,039 of
post-October losses from the prior year to offset current year net
capital gains, as provided by tax regulations. In the current year, the
Fund has $1,320,915 of post-October losses, which are deferred for tax
purposes until the year ending June 30, 2000.
(d) Dividend income is recorded on the ex-dividend date. Interest
income is recorded on the accrual basis.
(e) The Fund has investments in short-term variable rate demand notes,
which are unsecured instruments. The Fund may be susceptible to credit
risk with respect to these notes to the extent the issuer defaults on
its payment obligation. The Fund's policy is to monitor the
creditworthiness of the issuer and nonperformance by these
counterparties is not anticipated.
(f) Generally accepted accounting principles require that permanent
differences between income for financial reporting and tax purposes be
reclassified in the capital accounts.
(g) The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could
differ from these estimates.
(2) INVESTMENT ADVISER AND MANAGEMENT AGREEMENT AND TRANSACTIONS WITH RELATED
PARTIES --
The Fund has a management agreement with Landis Associates, Inc. (the
"Adviser"), with whom certain officers and directors of the Fund are
affiliated, to serve as investment adviser and manager. Under the terms of
the agreement, the Fund will pay the Adviser a monthly management fee at
the annual rate of 1% on the daily net assets of the Fund.
The Fund has an administrative agreement with Fiduciary Management, Inc.
("FMI"), with whom an officer of the Fund is affiliated, to supervise all
aspects of the Fund's operations except those performed by the Adviser.
Under the terms of the agreement, the Fund will pay FMI a monthly
administrative fee at the annual rate of 0.2% on the first $30,000,000 of
the daily net assets of the Fund and 0.1% on the daily net assets of the
Fund over $30,000,000.
(3) DISTRIBUTION TO SHAREHOLDERS --
Net investment income and net realized gains, if any, are distributed to
shareholders. On December 21, 1999, the Fund distributed $556,925 from net
short-term realized gains ($0.13171 per share). The distribution was paid
on December 22, 1999, to shareholders of record on December 20, 1999.
(4) INVESTMENT TRANSACTIONS --
For the period ending December 31, 1999, purchases and proceeds of sales of
investment securities (excluding short-term securities) were $79,985,558
and $62,096,246, respectively.
(5) ACCOUNTS PAYABLE AND ACCRUED LIABILITIES _
As of December 31, 1999, liabilities of the Fund included the following:
Payable to brokers for investments purchased $ 1,842,202
Payable to the Adviser for management fees 80,828
Redemptions payable 10,850
Other liabilities 26,411
(6) SOURCES OF NET ASSETS --
As of December 31, 1999, the sources of net assets were as follows:
Fund shares issued and outstanding $ 70,277,647
Net unrealized appreciation on investments 35,613,254
Accumulated net realized gain 6,708,002
------------
$112,598,903
------------
------------
Aggregate net unrealized appreciation as of December 31, 1999, consisted of
the following:
Aggregate gross unrealized appreciation $ 38,382,876
Aggregate gross unrealized depreciation (2,769,622)
------------
Net unrealized appreciation $ 35,613,254
------------
------------
BOARD OF TRUSTEES
ROBERT J. FAHEY, JR.
Senior Director
Cushman & Wakefield
Philadelphia, Pennsylvania
STEPHEN L. HERSHEY, M.D.
President, First State
Orthopaedic Consultants, P.A.
Newark, Delaware
MICHAEL L. HERSHEY
Chairman,
Landis Associates, Inc.
Kennett Square, Pennsylvania
JOHN A. KROL
Chairman/CEO (Retired)
E.I. DuPont de Nemours
Wilmington, Delaware
P. COLEMAN TOWNSEND, JR.
Chairman,
Townsends, Inc.
Wilmington, Delaware
FIRSTAR BANK MILWAUKEE, NA
Custodian
FIRSTAR MUTUAL FUND
SERVICES, LLC
Transfer Agent and
Dividend Disbursing Agent
LANDIS ASSOCIATES, INC.
Investment Adviser
PRICEWATERHOUSECOOPERS LLP
Independent Accountants
FOLEY & LARDNER
Legal Counsel
THE HENLOPEN FUND
LONGWOOD CORPORATE CENTER SOUTH
415 MCFARLAN ROAD, SUITE 213
KENNETT SQUARE, PENNSYLVANIA 19348
(610-925-0400) WWW.HENLOPENFUND.COM
This report is not authorized for use as an offer of sale or a solicitation of
an offer to buy shares of The Henlopen Fund unless accompanied or preceded by
the Fund's current prospectus.
