-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JxeQOsODnI0klhR3sVNzoYjuG+rPH9V88Q7bYAM+4YZtvje1LYjZC4QTnHsIkKT0 pR5xnrwDRT7gZU9wkYsA5A== 0000898531-05-000271.txt : 20050815 0000898531-05-000271.hdr.sgml : 20050815 20050815165347 ACCESSION NUMBER: 0000898531-05-000271 CONFORMED SUBMISSION TYPE: N-CSR/A PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20040630 FILED AS OF DATE: 20050815 DATE AS OF CHANGE: 20050815 EFFECTIVENESS DATE: 20050815 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HENNESSY FUNDS TRUST CENTRAL INDEX KEY: 0000891944 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: N-CSR/A SEC ACT: 1940 Act SEC FILE NUMBER: 811-07168 FILM NUMBER: 051027489 BUSINESS ADDRESS: STREET 1: THE COURTYARD SQUARE STREET 2: 750 GRANT AVE STE 100 CITY: NOVATO STATE: CA ZIP: 94945 BUSINESS PHONE: 8009664354 MAIL ADDRESS: STREET 1: C/O US BANCORP FUND SERVICES, LLC STREET 2: 615 E MICHIGAN ST MK-WI-LC-2 CITY: MILWAUKEE STATE: WI ZIP: 53202 FORMER COMPANY: FORMER CONFORMED NAME: HENLOPEN FUND DATE OF NAME CHANGE: 19921217 N-CSR/A 1 thf-ncsra.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-CSR CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act file number 811-07168 The Henlopen Fund ----------------- (Exact name of registrant as specified in charter) Longwood Corporate Center South 415 McFarlan Road, Suite 213 Kennett Square, PA 19348 ------------------------ (Address of principal executive offices) (Zip code) Michael L. Hershey Longwood Corporate Center South 415 McFarlan Road, Suite 213 ---------------------------- Kennett Square, PA 19348 ------------------------ (Name and address of agent for service) (610) 925-0400 -------------- Registrant's telephone number, including area code: Date of fiscal year end: June 30 Date of reporting period: 06/30/2004 ITEM 1. REPORTS TO STOCKHOLDERS. - -------------------------------- THE HENLOPEN FUND ANNUAL REPORT JUNE 30, 2004 To My Fellow Shareholders: For the quarter ended June 30, 2004, The Henlopen Fund declined 1.46%. Annualized returns for the Fund for 1, 5 and 10 years are 52.90%, 9.92%, and 16.51%, respectively. Since our inception on December 2, 1992, the Fund has an annualized return of 16.02%. During the June quarter the stock market continued to digest last year's outsized gains with the major indices posting very modest gains. Investor psychology was mostly negative for the quarter, as stronger-than-expected economic news brought fears of higher interest rates and inflation while weaker- than-expected news brought concerns about the duration of the recovery and corporate profit growth. After a strong March quarter, The Henlopen Fund slightly under performed in the June quarter as losses in gaming and metals stocks combined with a sharp correction across the technology sector to offset continued strength in energy and tanker stocks. The market appears conflicted as we enter the usual period of summer doldrums. Volatile interest rates, higher oil prices, negative headlines out of Iraq, fears of terrorism and election jitters give plenty of reason for caution. Helping to offset these issues is an extremely favorable backdrop of low interest and inflation rates, a strengthening economy with rising employment, and above-average earnings growth. Our view is that interest rates will rise slowly and modestly to a level still very conducive to economic growth. Such a higher, less extreme level of rates is favorable, and perhaps even desirable relative to the Fairy Land 1% level that crimps incomes and promotes financial excesses. Inflation is a concern that lies well down the road, and election jitters are a quadrennial event that usually resolves itself in positive investment returns. Thus, we believe the positive backdrop wins out, with Iraq and terrorism adding occasional volatility to an upwardly biased market. We continue to position the Fund to benefit from such an environment. Sincerely yours, /s/Michael L. Hershey /s/Bruce V. Vogenitz Michael L. Hershey Bruce V. Vogenitz President Vice President MANAGED BY LANDIS ASSOCIATES LLC WWW.HENLOPENFUND.COM ONE YEAR COMPARISON OF CHANGE IN VALUE OF A $10,000 INVESTMENT IN THE HENLOPEN FUND, S&P 500 INDEX AND LIPPER GROWTH FUND INDEX Date The Henlopen Fund S&P 500 Index Lipper Growth Fund Index ---- ----------------- ------------- ------------------------ 6/30/2003 $10,000 $10,000 $10,000 9/30/2003 $12,380 $10,265 $10,299 12/31/2003 $14,412 $11,515 $11,404 3/31/2004 $15,516 $11,710 $11,603 6/30/2004* $15,290 $11,910 $11,736 * Ending value represents increases of 52.90%, 19.10% and 17.36%, respectively. MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE The Henlopen Fund emphasizes investment in growing businesses. We look for well-managed companies with competitive products and services capable of generating strong revenues and earnings. In managing the portfolio, relative sector weighting and specific capitalization size are of secondary importance to us. Our rationale for growth investment is to participate for our shareholders in the capital formation process. For the year ended June 30, 2004, the Fund increased 52.90%. Over the last 5 years, the Fund has an average annual rate of return of 9.92%. For the last 10 years, the Fund has appreciated at an average annual rate of 16.51%. Since our inception on December 2, 1992, the Fund has appreciated at an annual rate of 16.02%. As we came into fiscal year 2004, equity investors were only tentatively sensing that a bottom might have been established, that broad policy initiatives were taking hold and reinvestment in the stock market may be in order. Overnight interest rates at 1% and stimulative tax policies were working their way through the system sustaining consumer buying power. The much anticipated invasion of Iraq had commenced, with a generally positive military outcome early on. Investor attention began to focus on an ever more evident economic recovery. The September quarter was highlighted by a merger involving our largest holding, IGEN International, as well as by a broad-based upswing in the stock market led by technology, financial and retailing stocks. We capitalized on this strength while maintaining a focus on the energy sector. By year-end 2003, markets had advanced to further highs, again on broad-based participation; economic recovery continued to drive investor enthusiasm. Energy stocks joined the aforementioned technology and financial services sectors boosting The Henlopen Fund to a 44.12% gain for the first half of our fiscal year. As we noted in our March quarterly report, early 2004 provided a pause; to reflect and to assess what had been, to measure the strength and likely course of the economy. The Henlopen Fund again benefited from energy and financial services holdings offset slightly by deterioration in the technology sector. The broad indices continued to mark time during our fiscal fourth quarter as investors grappled with whether economic growth will accelerate or decelerate and what role interest rates and oil prices will play in the answer. While further sector rotation resulted in modest gains for the overall market during the June quarter, the Fund declined slightly as a sharp downturn in the technology and gaming sectors offset ongoing strength in energy-related holdings. We enter fiscal year 2005 with the market seemingly at an inflection point. While it is possible that the summer doldrums will keep the indices churning within a tight range, it is likely that corporate outlooks and government statistics will soon shed light on the paths of least resistance for the stock market and the economy. We believe the underpinnings are in place to support sustained growth in the economy and corporate earnings, and we will continue to search for attractive investments to benefit from this scenario. SINCE INCEPTION COMPARISON OF CHANGE IN VALUE OF A $10,000 INVESTMENT IN THE HENLOPEN FUND, S&P 500 INDEX AND LIPPER GROWTH FUND INDEX Lipper Growth Date The Henlopen Fund S&P 500 Index** Fund Index*** ---- ----------------- ------------------- ----------------- 6/30/94 $10,000 $10,000 $10,000 6/30/95 $12,778 $12,600 $12,310 6/30/96 $17,683 $15,901 $14,858 6/30/97 $18,571 $21,419 $18,365 6/30/98 $24,660 $27,909 $23,929 6/30/99 $28,712 $34,244 $29,122 6/30/2000 $44,134 $36,710 $34,247 6/30/2001 $31,793 $31,266 $26,545 6/30/2002 $27,942 $25,642 $20,482 6/30/2003 $30,172 $25,707 $20,755 6/30/2004 $46,133 $30,618 $24,358 AVERAGE ANNUAL TOTAL RETURN --------------------------- 1-Year 5-Year 10-Year ------ ------ ------- 52.90% 9.92% 16.51% Performance data quoted represents past performance; past performance does not - ------------------------------------------------------------------------------ guarantee future results. The investment return and principal value of an - ------------------------- investment will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Current performance of the Fund may be lower or higher than the performance quoted. Performance data current to the most recent month end may be obtained by visiting www.henlopenfund.com. The graph and the table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. ** The S&P 500(R) is the Standard & Poor's Composite Index of 500 Stocks, a widely recognized unmanaged index of common stock prices. *** The Lipper Growth Fund Index is an index of mutual funds having an investment objective similar to the Fund's investment objective. STATEMENT OF NET ASSETS June 30, 2004 SHARES OR PRINCIPAL AMOUNT COST VALUE - --------- ---- ----- LONG-TERM INVESTMENTS -- 97.1% (A) COMMON STOCKS -- 93.4% (A) ADVERTISING -- 0.4% 275,000 Modem Media Inc.* $ 1,731,912 $ 1,446,500 APPAREL & SHOES -- 1.0% 140,000 Quiksilver, Inc.* 3,301,452 3,333,400 AUTO & TRUCK RELATED -- 1.4% 400,000 Amerigon Inc.* 2,151,000 2,068,000 150,000 Coast Distribution System, Inc. 958,493 1,122,000 75,000 Noble International, Ltd. 2,159,704 1,857,750 ------------ ------------ 5,269,197 5,047,750 BASIC MATERIALS -- 0.9% 85,000 Century Aluminum Co.* 1,943,941 2,107,150 100,000 Universal Stainless & Alloy Products, Inc.* 1,363,100 1,130,000 ------------ ------------ 3,307,041 3,237,150 BIOTECHNOLOGY -- 2.8% 400,000 Axonyx Inc.* 2,398,580 2,096,000 200,000 Hollis-Eden Pharmaceuticals, Inc.* 2,291,565 2,410,000 30,000 ImClone Systems Inc.* 2,016,726 2,573,700 175,000 OrthoLogic Corp.* 1,223,651 1,517,250 200,000 OXiGENE, Inc.* 1,821,327 1,260,000 ------------ ------------ 9,751,849 9,856,950 BUSINESS SERVICES -- 2.4% 100,000 Dycom Industries, Inc.* 2,596,660 2,800,000 110,000 Gevity HR, Inc. 932,193 2,880,900 225,000 Marchex, Inc. Cl B* 2,251,013 2,511,000 ------------ ------------ 5,779,866 8,191,900 COAL -- 1.0% 100,000 CONSOL Energy Inc. 2,493,880 3,600,000 COMMUNICATIONS -- 5.6% 100,000 Interphase Corp.* 1,132,340 1,027,000 100,000 Juniper Networks, Inc.* 2,596,125 2,457,000 200,000 Novatel Wireless, Inc.* 3,178,200 5,300,000 350,000 Optical Communication Products, Inc.* 1,373,520 854,000 150,000 Packeteer, Inc.* 2,687,765 2,422,500 30,000 QUALCOMM Inc. 1,905,900 2,189,400 300,000 Radyne ComStream Inc.* 2,396,677 2,400,000 40,000 Research In Motion Ltd.* 1,207,400 2,737,600 ------------ ------------ 16,477,927 19,387,500 COMMUNICATIONS SERVICES -- 4.1% 60,000 America Movil S.A. de C.V. ADR Series L 1,455,920 2,182,200 100,000 The DIRECTV Group, Inc.* 1,587,294 1,710,000 70,000 IDT Corp. - Cl B* 1,185,895 1,290,800 50,000 Media General, Inc. 3,449,717 3,211,000 100,000 Motorola, Inc. 1,934,000 1,825,000 275,000 Primus Telecommunications Group, Inc.* 2,511,953 1,397,000 25,000 E. W. Scripps Co. 2,571,072 2,625,000 ------------ ------------ 14,695,851 14,241,000 CONSTRUCTION SERVICES -- 2.7% 20,000 Centex Corp. 971,349 915,000 75,000 Chicago Bridge & Iron Co. N.V. - NY Reg 2,143,372 2,088,750 30,000 Hovnanian Enterprises, Inc.* 1,212,311 1,041,300 24,000 Lennar Corp. 1,166,249 1,073,280 100,000 Masco Corp. 2,751,683 3,118,000 24,000 Pulte Homes, Inc. 1,032,001 1,248,720 ------------ ------------ 9,276,965 9,485,050 CONSUMER NON-DURABLES -- 0.6% 30,000 Fortune Brands, Inc. 2,098,528 2,262,900 CONSUMER SERVICES -- 0.9% 200,000 Integrated Alarm Services Group, Inc.* 1,756,700 1,080,000 75,000 Priceline.com Inc.* 1,784,248 2,019,750 ------------ ------------ 3,540,948 3,099,750 DEFENSE RELATED -- 0.6% 30,000 L-3 Communications Holdings, Inc. 1,469,070 2,004,000 DISTRIBUTION -- 0.6% 110,000 PC Mall, Inc.* 1,120,972 2,076,800 ELECTRONICS/EQUIPMENT MANUFACTURING -- 0.8% 200,000 Aeroflex Inc.* 2,767,235 2,866,000 ENERGY/SERVICES -- 2.3% 40,000 Ashland Inc. 1,992,344 2,112,400 75,000 Cimarex Energy Co.* 2,154,003 2,267,250 100,000 Frontier Oil Corp. 1,916,237 2,119,000 40,000 Questar Corp. 1,478,330 1,545,600 ------------ ------------ 7,540,914 8,044,250 FINANCIAL SERVICES -- 7.1% 75,000 AmeriCredit Corp.* 1,171,500 1,464,750 75,000 The Bancorp Bank* 1,126,376 1,328,250 30,000 Capital One Financial Corp. 2,141,674 2,051,400 180,000 Commercial Capital Bancorp, Inc.* 3,081,651 3,126,600 60,500 Franklin Bank Corp.* 1,166,995 957,110 100,000 MBNA Corp. 2,542,442 2,579,000 55,000 New Century Financial Corp. 2,560,987 2,575,100 150,000 Pacific Premier Bancorp, Inc.* 1,928,039 1,597,500 225,000 Sanders Morris Harris Group Inc. 2,898,197 3,318,750 75,000 Signature Bank* 1,424,415 1,782,000 25,000 SLM Corp. 1,013,750 1,011,250 175,000 Tradestation Group Inc.* 1,543,133 1,258,250 15,000 Virginia Commerce Bancorp, Inc.* 394,500 442,650 75,000 W Holding Company, Inc. 1,288,140 1,287,750 ------------ ------------ 24,281,799 24,780,360 FOOD & BEVERAGES -- 2.5% 135,000 Central European Distribution Corp.* 2,845,129 3,497,850 30,000 Diageo PLC - SP-ADR 1,332,940 1,642,500 70,000 John B. Sanfilippo & Son, Inc.* 2,571,781 1,870,400 60,000 Smithfield Foods, Inc.* 1,285,140 1,764,000 ------------ ------------ 8,034,990 8,774,750 FURNITURE -- 0.3% 25,000 Stanley Furniture Company, Inc. 1,089,230 1,052,750 HEALTHCARE PRODUCTS -- 4.3% 65,000 Abaxis, Inc.* 1,158,015 1,233,700 250,000 Access Pharmaceuticals, Inc.* 1,513,841 1,637,500 310,000 Bioveris Corp.* 5,285,500 2,579,200 250,000 Acacia Research - CombiMatrix (Tracking Stock)* 1,416,570 1,087,500 100,000 Elan Corp. PLC - SP-ADR* 2,043,190 2,474,000 120,000 Flamel Technologies S.A. - SP-ADR* 3,287,415 2,955,600 55,000 Smith & Nephew PLC - SP-ADR 2,952,810 3,039,850 ------------ ------------ 17,657,341 15,007,350 INSURANCE -- 0.6% 130,000 American Safety Insurance Holdings, Ltd.* 1,843,465 1,951,300 INTERNET/SOFTWARE/SERVICES -- 1.0% 95,000 FindWhat.com* 2,364,417 2,198,300 150,000 Rediff.com India LTD. ADR* 2,020,978 1,261,500 ------------ ------------ 4,385,395 3,459,800 LEISURE/ENTERTAINMENT -- 5.0% 110,000 Alliance Gaming Corp.* 2,867,733 1,887,600 125,000 Aztar Corp.* 3,111,133 3,500,000 50,000 GTECH Holdings Corp. 2,909,032 2,315,500 75,000 International Game Technology 2,482,934 2,895,000 100,000 Penn National Gaming, Inc.* 2,924,430 3,320,000 300,300 WestCoast Hospitality Corp.* 2,002,776 1,606,605 70,000 XM Satellite Radio Holdings Inc.* 1,670,445 1,910,300 ------------ ------------ 17,968,483 17,435,005 METALS -- 2.9% 50,000 Cameco Corp. 2,502,080 2,930,500 140,000 Metal Management, Inc.* 2,491,099 2,773,400 12,000 Rio Tinto PLC - SP-ADR 1,270,549 1,176,600 1,000,000 Southern Cross Resources Inc.* 1,419,578 787,200 350,000 Western Silver Corp.* 1,173,129 2,362,500 ------------ ------------ 8,856,435 10,030,200 MISCELLANEOUS MANUFACTURING -- 4.3% 150,000 Axsys Technologies, Inc.* 4,046,085 3,316,500 80,000 Craftmade International, Inc. 2,029,072 1,584,000 205,000 I.D. Systems, Inc.* 1,803,832 3,089,350 100,000 IPIX Corp.* 1,099,200 1,398,000 150,000 Tempur-Pedic International Inc.* 2,335,669 2,101,500 100,000 Tyco International Ltd. 2,876,026 3,314,000 ------------ ------------ 14,189,884 14,803,350 OIL & GAS EXPLORATION/PRODUCTION -- 9.4% 70,000 Burlington Resources Inc. 2,139,322 2,532,600 250,000 Carrizo Oil & Gas, Inc.* 1,941,298 2,552,500 100,000 Chesapeake Energy Corp. 1,364,370 1,472,000 150,000 Edge Petroleum Corp.* 1,624,301 2,550,000 60,000 EOG Resources, Inc. 3,256,590 3,582,600 175,000 KCS Energy, Inc.* 1,483,006 2,331,000 20,000 Murphy Oil Corp. 1,132,206 1,474,000 75,000 Niko Resources Ltd. 2,096,668 2,170,650 65,000 Quicksilver Resources Inc.* 2,526,552 4,359,550 200,000 Range Resources Corp. 2,557,700 2,920,000 75,000 Southwestern Energy Co.* 1,764,870 2,150,250 80,000 Ultra Petroleum Corp.* 2,180,524 2,986,400 50,000 Western Gas Resources, Inc. 1,211,023 1,624,000 ------------ ------------ 25,278,430 32,705,550 OILFIELD PRODUCTS/SERVICES -- 4.5% 600,000 Grey Wolf, Inc.* 3,887,199 2,544,000 350,000 Input/Output, Inc.* 2,515,262 2,901,500 125,000 Lone Star Technologies, Inc.* 2,866,375 3,445,000 70,000 Maverick Tube Corp.* 1,381,773 1,838,200 115,000 Offshore Logistics, Inc.* 3,103,082 3,233,800 50,000 Patterson-UTI Energy, Inc. 2,013,748 1,670,500 ------------ ------------ 15,767,439 15,633,000 RESTAURANTS -- 0.1% 66,400 Rubio's Restaurants, Inc.* 509,165 527,880 RETAILING -- 6.6% 112,500 Aeropostale, Inc.* 2,580,342 3,027,375 200,000 Circuit City Stores, Inc. 2,457,080 2,590,000 50,000 Dick's Sporting Goods, Inc.* 1,700,595 1,667,500 60,000 Dollar Tree Stores, Inc.* 2,123,742 1,645,800 100,000 Genesco Inc.* 2,425,765 2,363,000 65,000 Jos. A. Bank Clothiers, Inc.* 2,256,030 2,040,350 100,000 MarineMax, Inc.* 2,619,785 2,868,000 400,000 Rite Aid Corp.* 3,075,398 2,088,000 40,000 The Sports Authority, Inc.* 1,682,946 1,436,000 85,000 Stage Stores, Inc.* 3,299,518 3,201,100 ------------ ------------ 24,221,201 22,927,125 SEMICONDUCTORS/RELATED -- 5.3% 200,000 Amkor Technology, Inc.* 2,503,475 1,636,000 250,000 Applied Micro Circuits Corp.* 1,825,075 1,330,000 40,000 ATMI, Inc.* 1,283,210 1,092,400 175,000 ChipMOS TECHNOLOGIES LTD.* 1,300,206 1,219,750 400,000 Dialog Semiconductor PLC - ADR* 1,015,650 1,500,000 80,000 Fairchild Semiconductor International, Inc.* 2,837,849 1,309,600 300,000 Genus, Inc.* 1,740,999 1,026,000 150,000 Kulicke and Soffa Industries, Inc.* 1,846,317 1,644,000 100,000 Pixelworks, Inc.* 1,394,810 1,532,000 70,000 Rambus Inc.* 2,399,253 1,243,900 125,000 Semitool, Inc.* 1,776,337 1,415,000 50,000 Silicon Laboratories Inc.* 2,705,059 2,317,500 275,000 Siliconware Precision Industries Co.-ADR* 1,643,098 1,116,500 ------------ ------------ 24,271,338 18,382,650 SOFTWARE & RELATED SERVICES -- 6.0% 60,000 Adobe Systems Inc. 2,408,487 2,790,000 75,000 Autodesk, Inc. 2,280,805 3,210,750 369,600 Bitstream Inc.* 2,487,596 694,848 150,000 Carreker Corp.* 1,692,345 1,503,000 100,000 Check Point Software Technologies Ltd.* 2,288,195 2,699,000 200,000 CyberGuard Corp.* 1,533,220 1,632,000 300,000 Extended Systems Inc.* 2,020,070 1,500,000 150,000 Internet Security Systems, Inc.* 2,287,629 2,301,000 300,000 Novell, Inc.* 1,043,380 2,517,000 340,000 TeleCommunication Systems, Inc.* 1,309,375 1,931,200 ------------ ------------ 19,351,102 20,778,798 TOBACCO -- 0.4% 40,000 British American Tobacco PLC - SP-ADR 977,448 1,249,200 TRANSPORTATION -- 5.0% 100,000 Celadon Group, Inc.* 1,740,706 1,760,000 125,000 General Maritime Corp.* 2,591,668 3,430,000 125,000 Golar LNG Ltd.* 2,093,342 1,958,750 80,000 Stelmar Shipping Ltd. 2,359,376 2,652,000 600,000 Stonepath Group, Inc.* 2,319,385 1,284,000 80,000 Teekay Shipping Corp. 2,643,974 2,990,400 95,000 Tsakos Energy Navigation Ltd. 1,728,730 3,226,200 ------------ ------------ 15,477,181 17,301,350 ------------ ------------ Total common stocks 314,783,933 324,981,318 REITS -- 2.9% (A) 100,000 American Home Mortgage Investment Corp. 2,573,487 2,593,000 100,000 Capital Lease Funding, Inc.* 1,304,580 1,040,000 100,000 Friedman, Billings, Ramsey Group, Inc. 1,978,509 1,979,000 125,000 Government Properties Trust, Inc. 1,658,500 1,306,250 350,000 New York Mortgage Trust, Inc.* 3,150,000 3,101,000 ------------ ------------ Total REITS 10,665,076 10,019,250 MUTUAL FUNDS -- 0.8% (A) 125,000 Central Europe and Russia Fund, Inc.* 2,981,723 2,670,000 ------------ ------------ Total long-term investments 328,430,732 337,670,568 SHORT-TERM INVESTMENTS -- 0.7% (A) VARIABLE RATE DEMAND NOTE -- 0.7% $2,552,918 U.S. Bank, N.A., 1.11% 2,552,918 2,552,918 ------------ ------------ Total short-term investments 2,552,918 2,552,918 ------------ ------------ Total investments $330,983,650 340,223,486 ------------ ------------ Cash and receivables, less liabilities -- 2.2% (A) 7,600,399 ------------ NET ASSETS $347,823,885 ------------ ------------ Net Asset Value Per Share (No par value, unlimited shares authorized), offering and redemption price ($347,823,885 / 12,561,989 shares outstanding) $ 27.69 ------------ ------------ * Non-income producing security. (a) Percentages for the various classifications relate to net assets. ADR American Depository Receipts N.V. Netherlands Antilles limited liability corporation NY Reg - New York Registered Shares The accompanying notes to financial statements are an integral part of this statement. THE HENLOPEN FUND STATEMENT OF OPERATIONS For the Year Ended June 30, 2004 INCOME: Dividends $ 868,623 Interest 60,704 ----------- Total income 929,327 ----------- EXPENSES: Investment management fees 1,904,016 Transfer agent fees 286,518 Administrative services 161,170 Registration fees 74,913 Printing and postage expense 60,327 Custodian fees 52,217 Professional fees 39,257 Board of Trustees fees 30,000 Insurance expense 24,185 Other expenses 5,914 ----------- Total expenses 2,638,517 ----------- NET INVESTMENT LOSS (1,709,190) ----------- NET REALIZED GAIN ON INVESTMENTS 26,606,550 CHANGE IN UNREALIZED APPRECIATION ON INVESTMENTS 23,126,655 ----------- NET GAIN ON INVESTMENTS 49,733,205 ----------- NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $48,024,015 ----------- ----------- STATEMENTS OF CHANGES IN NET ASSETS For the Years Ended June 30, 2004 and 2003 2004 2003 ---- ---- OPERATIONS: Net investment loss $ (1,709,190) $ (780,808) Net realized gain (loss) on investments 26,606,550 (29,514,180) Change in unrealized appreciation on investments 23,126,655 34,345,585 ------------ ------------ Net increase in net assets resulting from operations 48,024,015 4,050,597 ------------ ------------ FUND SHARE ACTIVITIES: Proceeds from shares issued (10,464,939 and 4,106,479 shares, respectively) 278,958,856 61,986,610 Cost of shares redeemed (2,202,536 and 5,484,134 shares, respectively) (57,182,968) (83,494,575) Redemption fees 66,882 97,954 ------------ ------------ Net increase (decrease) in net assets derived from Fund share activities 221,842,770 (21,410,011) ------------ ------------ TOTAL INCREASE (DECREASE) 269,866,785 (17,359,414) NET ASSETS AT THE BEGINNING OF THE YEAR 77,957,100 95,316,514 ------------ ------------ NET ASSETS AT THE END OF THE YEAR $347,823,885 $ 77,957,100 ------------ ------------ ------------ ------------
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 year) FOR THE YEARS ENDED JUNE 30, ---------------------------------------------------------------- 2004 2003 2002 2001 2000 ---- ---- ---- ---- ---- PER SHARE OPERATING PERFORMANCE: Net asset value, beginning of year $ 18.13 $ 16.79 $ 19.15 $ 28.39 $ 19.84 Income from investment operations: Net investment loss (a) (0.23) (0.16) (0.18) (0.16) (0.25) Net realized and unrealized gains (losses) on investments 9.79 1.50 (2.14) (7.85) 10.18 ------- ------- ------- ------- ------- Total from investment operations 9.56 1.34 (2.32) (8.01) 9.93 Less distributions: Dividend from net investment income -- -- -- -- -- Distributions from net realized gains -- -- (0.04) (1.23) (1.38) ------- ------- ------- ------- ------- Total from distributions -- -- (0.04) (1.23) (1.38) ------- ------- ------- ------- ------- Net asset value, end of year $ 27.69 $ 18.13 $ 16.79 $ 19.15 $ 28.39 ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- TOTAL RETURN 52.73% 7.98% (12.11)% (27.96)% 53.71% RATIOS/SUPPLEMENTAL DATA: Net assets, end of year (in 000's $) 347,824 77,957 95,317 150,872 240,106 Ratio of expenses to average net assets 1.38% 1.58% 1.39% 1.28% 1.37% Ratio of net investment loss to average net assets (0.90)% (1.04)% (0.98)% (0.74)% (0.97)% Portfolio turnover rate 113.27% 90.06% 132.21% 287.66% 156.85%
(a) Net investment loss per share is calculated using average shares outstanding. The accompanying notes to financial statements are an integral part of this statement. NOTES TO FINANCIAL STATEMENTS June 30, 2004 (1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -- The following is a summary of significant accounting policies of The Henlopen Fund (the "Fund"), which is organized as a Delaware Business Trust and is registered as a diversified open-end management company under the Investment Company Act of 1940, as amended. 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. Securities that are traded on the Nasdaq National Market or the Nasdaq SmallCap Market are valued at the Nasdaq Office Closing Price, 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 with maturities of 60 days or less are valued at amortized cost which approximates market value. For financial reporting purposes, investment transactions are recorded on trade date. (b) Net realized gains and losses on sales of securities are computed on the identified cost basis. (c) Dividend income is recorded on the ex-dividend date. Interest income is recorded on the accrual basis. (d) 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. (e) Accounting principles generally accepted in the United States of America ("GAAP") require that permanent differences between income for financial reporting and tax purposes be reclassified in the capital accounts. (f) The preparation of financial statements in conformity with GAAP 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. (g) 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. (h) The Fund imposes a 1.0% redemption fee on the value of shares redeemed less than 30 days after purchase. The redemption fee will not apply to shares purchased through reinvested distributions (dividends and capital gains), shares held in retirement plans or through the systematic withdrawal plan. The redemption fee is designed to discourage short-term trading and any proceeds of the fee will be credited to paid in capital. (2) INVESTMENT ADVISER AND MANAGEMENT AGREEMENT AND TRANSACTIONS WITH RELATED PARTIES -- The Fund has a management agreement with Landis Associates LLC (the "Adviser"), with whom certain officers and trustees 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, 0.1% on the daily net assets of the Fund on the next $30,000,000 and 0.05% on the daily net assets of the Fund over $60,000,000. In the normal course of business the Fund enters into contracts with service providers that contain general indemnification clauses. The Fund's maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote. (3) DISTRIBUTIONS TO SHAREHOLDERS -- Net investment income and net realized gains, if any, are distributed to shareholders at least annually. (4) INVESTMENT TRANSACTIONS -- For the year ended June 30, 2004, purchases and proceeds of sales of investment securities (excluding short-term securities) were $423,020,300 and $211,069,958, respectively. (5) ACCOUNTS PAYABLE AND ACCRUED LIABILITIES -- As of June 30, 2004, liabilities of the Fund included the following: Payable to brokers for investments purchased $ 1,299,261 Payable to the Adviser for management fees 222,695 Payable to FMIfor administrative fees 18,541 Other liabilities 127,510 (6) SOURCES OF NET ASSETS -- As of June 30, 2004 the sources of net assets were as follows: Fund shares issued and outstanding $348,725,252 Net unrealized appreciation on investments 9,239,836 Accumulated net realized loss (8,951,832) Accumulated net investment loss (1,189,371) ------------ $347,823,885 ------------ ------------ (7) INCOME TAX INFORMATION -- The following information for the Fund is presented on an income tax basis as of June 30, 2004: GROSS GROSS NET UNREALIZED DISTRIBUTABLE DISTRIBUTABLE COST OF UNREALIZED UNREALIZED APPRECIATION ORDINARY LONG-TERM INVESTMENTS APPRECIATION DEPRECIATION ON INVESTMENTS INCOME CAPITAL GAINS ----------- ------------ ------------ -------------- ------------- ------------- $332,181,527 $40,228,957 $32,186,998 $8,041,959 $ -- $ --
The difference, if any, between the cost amount for financial statement and federal income tax purposes is due primarily to timing differences in recognizing certain gains and losses in security transactions and for mark to market for Passive Foreign Investment Companies ("PFICs"). The tax components of dividends paid during the years ended June 30, 2004 and 2003, capital loss carryovers, which may be used to offset future capital gains, subject to Internal Revenue Code limitations, (expiring in 2011), as of June 30, 2004, and tax basis post-October losses as of June 30, 2004, which are not recognized for tax purposes until the first day of the following fiscal year are: JUNE 30, 2004 JUNE 30, 2003 ----------------------------------------------------------------- -------------------------------- ORDINARY LONG -TERM NET CAPITAL ORDINARY LONG-TERM INCOME CAPITAL GAINS LOSS POST-OCTOBER INCOME CAPITAL GAINS DISTRIBUTIONS DISTRIBUTIONS CARRYOVERS LOSSES DISTRIBUTIONS DISTRIBUTIONS ------------- ------------- ----------- ------------ ------------- ------------- $ -- $ -- $8,943,326 $ -- $ -- $ --
The Fund has utilized $14,631,388 of its post-October losses from the prior year to decrease current year net capital gains. The Fund has also utilized $11,975,664 of its capital loss carryovers during the year ended June 30, 2004. Since there were no ordinary distributions paid for the year ended June 30, 2004, there were no distributions designated as qualifying for the dividends received deduction for corporate shareholders nor as qualified dividend income under the Jobs and Growth Tax Relief Act of 2003. (8) OTHER -- On June 22, 2004 the Securities and Exchange Commission filed a civil action in the United States District Court for the Eastern District of Pennsylvania against, among others, the Fund's investment adviser, Landis Associates LLC, and its principal, Michael L. Hershey, the President of the Fund and a member of the Fund's Board of Trustees. The complaint in the civil action alleges that Mr. Hershey and Landis Associates LLC violated certain federal securities laws by breaching their fiduciary duty to a wealthy private client in connection with investments made by the client in a private company between 1998 and 2001. The complaint seeks an injunction against Mr. Hershey and Landis Associates LLC for violating the federal securities laws it alleges were violated in connection with such private client's investments. The allegations raised in the complaint do not involve the Fund nor the type of investments which the Fund makes. If the court issues the injunction requested by the Securities and Exchange Commission, Landis Associates LLC would no longer be eligible to serve as the Fund's investment adviser and Mr. Hershey would no longer be eligible to serve as an officer or trustee of the Fund. Landis Associates LLC and Mr. Hershey have advised the Fund that they deny all allegations of wrongdoing, intend to vigorously contest the allegations raised by the Securities and Exchange Commission and believe they will be successful in their defense. (PRICEWATERHOUSECOOPERS LOGO) 100 East Wisconsin AvenueTelephone 414 212 1600 Suite 1500 Milwaukee, WI 53202 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Trustees of The Henlopen Fund In our opinion, the accompanying statement of net assets and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of The Henlopen Fund (the "Fund") at June 30, 2004, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with standards of the Public Company Accounting Oversight Board (United States), which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at June 30, 2004 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. /s/PricewaterhouseCoopers LLP August 6, 2004 THE HENLOPEN FUND TRUSTEES AND OFFICERS (Unaudited) # of Portfolios Other Term of in Fund Directorships Position(s) Office and Complex held by Held with Length of Principal Occupation(s) Overseen Trustee Name, Address and Age the Fund Time Served During Past Five Years by Trustee or Officer - --------------------- ----------- ----------- ----------------------- --------------- ------------- "DISINTERESTED PERSONS" OF THE FUND Howard E. Cosgrove Trustee Indefinite, Retired; prior to August 1, 2000 1 NSR c/o Conectiv, Inc. Trustee since Chairman and Chief Executive Officer Energy 800 King Street 2002 of Conectiv, Inc., a regulated power Wilmington, DE 19899 delivery and electric product/energy Age: 61 merchant company. Robert J. Fahey, Jr. Trustee Indefinite, Executive Vice President 1 None 1800 JFK Boulevard Trustee since CB Richard Ellis Investment Philadelphia, PA 19103 1992 Properties - Institutional Group. Age: 46 John H. Remer Trustee Indefinite, Retired. 1 None c/o Landis Associates LLC Trustee since Longwood Corporate 2002 Center South, Suite 213 415 McFarlan Road Kennett Square, PA 19348 Age: 79 "INTERESTED PERSONS" OF THE FUND* Michael L. Hershey Trustee Indefinite, Chairman, President, Treasurer and 1 None Longwood Corporate Trustee since Secretary of Landis Associates LLC. Center South, Suite 213 1992 415 McFarlan Road President One year term, Kennett Square, PA 19348 President since Age: 65 1992 Stephen L. Hershey, M.D. Trustee Indefinite, Orthopaedic surgeon. 1 None 4745 Stanton-Ogleton Road Trustee since Suite 225 1992 Newark, DE 19713 Age: 63 Bruce V. Vogenitz, C.F.A. Vice-President One year term, Vice President of Landis Associates N/A None Longwood Corporate and Secretary Vice President LLC. Center South, Suite 213 and Secretary 415 McFarlan Road since 1998 Kennett Square, PA 19348 Age: 39 Camille F. Wildes Vice-President One year term, Vice President of Fiduciary N/A None c/o Fiduciary Treasurer Vice President Management,Inc. Management, Inc. since 1994 and 100 East Wisconsin Avenue Treasurer since 2001 Milwaukee, WI 53202 Age: 51
* Messrs. Michael L. Hershey and Vogenitz are "interested persons" of the Fund because they are officers of the Fund and the Adviser. Dr. Stephen L. Hershey is an "interested person" of the Fund because he is the brother of Mr. Michael L. Hershey. Ms. Wildes is an "interested person" of the Fund because she is an officer of the Fund and Fiduciary Management, Inc. the Fund's administrator. For additional information about the Trustees and Officers or for a description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities, please call (866) 880-0032 and request a Statement of Additional Information. One will be mailed to you free of charge. The Statement of Additional Information is also available on the website of the Securities and Exchange Commission at http://www.sec.gov. After August 31, 2004 information on how the Fund voted proxies relating to portfolio securities during the twelve month period ending June 30, 2004 will be available at the Fund's website at http://www.henlopenfund.com or the website of the Securities and Exchange Commission. LANDIS ASSOCIATES LLC Investment Adviser U.S. BANCORP FUND SERVICES, LLC Transfer Agent and Dividend Disbursing Agent U.S. BANK, N.A. Custodian PRICEWATERHOUSECOOPERS LLP Independent Registered Public Accounting Firm 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. ITEM 2. CODE OF ETHICS. - ----------------------- Registrant has adopted a code of ethics. See attached Exhibit 11(a). ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT. - ---------------------------------------- Registrant's Board of Directors has determined that Mr. Howard Cosgrove, a member of its audit committee, is an audit committee financial expert. Mr. Cosgrove is "independent" as such term is defined in Form N-CSR. ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES. - ----------------------------------------------- (a) Audit Fees $13,350 (FY 2004) and $12,700 (FY 2003) are the aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant to the registrant for the audit of the registrant's annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years. (b) Audit-Related Fees There were no fees billed in each of the last two fiscal years for Audit-Related Fees. (c) Tax Fees $4,300 (FY 2004) and $4,100 (FY 2003) are the aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant to the registrant for tax compliance, tax advice, tax planning and tax return preparation. There were no fees billed in each of the last two fiscal years for professional services rendered by the principal accountant to registrant's investment adviser for tax compliance, tax advice and tax planning that were required to be approved by the audit committee pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X. (d) All Other Fees There were no fees billed in each of the last two fiscal years for products and services provided by the principal accountant to the registrant, other than the services reported in paragraphs (a) - (c) of this Item 4. There were no fees billed in each of the last two fiscal years for products and services provided by the principal accountant to registrant's investment adviser, which were required to be approved by the audit committee pursuant to paragraph (c)(7)(ii) or Rule 2-01 or Regulation S-X. (e) (1) None (e) (2) None (f) Not applicable. (g) See the tax fees disclosed in paragraph (c) of this Item 4. (h) Not applicable, as no non-audit services were provided to registrant's investment adviser. ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS. - ---------------------------------------------- Not applicable. ITEM 6. SCHEDULE OF INVESTMENTS. - -------------------------------- Not applicable. ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END - ------------------------------------------------------------------------- MANAGEMENT INVESTMENT COMPANIES - ------------------------------- Not applicable. ITEM 8. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT - -------------------------------------------------------------------------- COMPANY AND AFFILIATED PURCHASERS. - ---------------------------------- Not applicable. ITEM 9. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. - ------------------------------------------------------------ None. ITEM 10. CONTROLS AND PROCEDURES. - --------------------------------- (a) The disclosure controls and procedures of The Henlopen Fund are periodically evaluated. As of August 10, 2004, the date of the last evaluation, we concluded that our disclosure controls and procedures are adequate. (b) The internal controls of The Henlopen Fund are periodically evaluated. Since, August 10, 2004, the date of the last evaluation, there have been no significant changes in The Henlopen Fund's internal controls or in other factors that could have had a significant effect on such controls. There have also been no significant deficiencies or material weaknesses identified since the last evaluation that required any corrective action. ITEM 11. EXHIBITS. - ----------------- (a) Any code of ethics or amendment thereto. Filed herewith. (b) Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith. (c) Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Filed herewith. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. The Henlopen Fund ----------------- Registrant By /s/ Michael L. Hershey ----------------------------------------------- Michael L. Hershey, Principal Executive Officer Date 9-1-04 ---------------------------------- Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. The Henlopen Fund ----------------- Registrant By /s/ Michael L. Hershey ----------------------------------------------- Michael L. Hershey, Principal Financial Officer Date 9-1-04 ---------------------------------- EX-99.CODE ETH 2 thf-ex99codeeth.txt THE HENLOPEN FUND SARBANES-OXLEY CODE OF ETHICS FOR THE PRINCIPAL EXECUTIVE OFFICER, PRINCIPAL FINANCIAL OFFICER AND PRINCIPAL ACCOUNTING OFFICER (ADOPTED AUGUST 21, 2003) INTRODUCTION - ------------ The Henlopen Fund (the "Fund") expects all of its officers to maintain high ethical standards of conduct and to comply with applicable laws and governmental regulations. Officers include, without limitation, the Fund's principal executive officer, principal financial officer and principal accounting officer) (the principal executive officer, principal financial officer and principal accounting officer of the Fund are collectively referred to herein as the "Senior Financial Officers"). (The Fund anticipates that most of the time the Senior Financial Officers will consist of only one or two persons.) In this regard, the Fund requires all of its officers, including the Senior Financial Officers, to adhere to such other rules, codes and guidelines as the Fund may adopt from time to time, including, without limitation, the Code of Ethics of The Henlopen Fund and Landis Associates, LLC (collectively, the "Fund Guidelines"). To deter wrongdoing and to promote honest and ethical conduct, compliance with applicable laws and regulations, avoidance of conflicts of interest and full, fair, accurate, timely and understandable disclosure in the Fund's public filings and communications, the Fund has approved this Sarbanes-Oxley Code of Ethics to codify certain standards to which the Senior Financial Officers will be held accountable and certain specific duties and responsibilities applicable to the Senior Financial Officers. As the professional and ethical conduct of the Senior Financial Officers is essential to the proper conduct and success of the Fund's business, the Senior Financial Officers must adhere to the standards, duties and responsibilities set forth in this Sarbanes-Oxley Code of Ethics in addition to adhering to the Fund Guidelines. To the fullest extent possible, the Fund Guidelines and this Sarbanes-Oxley Code of Ethics should be read to supplement one another. If there is a conflict between the Fund Guidelines and this Sarbanes-Oxley Code of Ethics, then this Sarbanes-Oxley Code of Ethics will control. CODE OF ETHICS - -------------- General Standards The Fund and the Fund's Board of Directors will hold each Senior Financial Officer accountable for adhering to and advocating the following standards to the best of his or her knowledge and ability: A. Act in an honest and ethical manner, including in connection with the handling and avoidance of actual or apparent conflicts of interest between personal and professional relationships; B. Comply with all applicable laws, rules and regulations of federal, state and local governments (both United States and foreign) and other applicable regulatory agencies (collectively, the "Laws"); C. Proactively promote full, fair, accurate, timely and understandable disclosure in reports and documents that the Fund files with, or submits to, the Securities and Exchange Commission (the "SEC") and in other public communications the Fund makes; and D. Proactively promote ethical and honest behavior within the Fund, including, without limitation, the prompt reporting of violations of, and being accountable for adherence to, this Sarbanes-Oxley Code of Ethics. Specific Duties and Responsibilities In adhering to and advocating the standards set forth above, each Senior Financial Officer shall fulfill the following duties and responsibilities to the best of his or her knowledge and ability: 1. Each Senior Financial Officer shall handle all conflicts of interest between his or her personal and professional relationships in an ethical and honest manner, and shall disclose in advance to the Audit Committee of the Fund's Board of Directors ("Audit Committee") the relevant details of any transaction or relationship that reasonably could be expected to give rise to an actual or apparent conflict of interest between the Fund and such Senior Financial Officer. The Audit Committee shall thereafter take such action with respect to the conflict of interest as it shall deem appropriate. It is the general policy of the Fund that conflicts of interest should be avoided whenever practicable. For purposes of this Sarbanes-Oxley Code of Ethics, a "conflict of interest" will be deemed to be present when an individual's private interest interferes in any way, or even appears to interfere, with the interests of the Fund as a whole. 2. Each Senior Financial Officer will use his or her best efforts to ensure the timely and understandable disclosure of information that, in all material respects, is accurate, complete, objective and relevant in all reports and documents the Fund files with, or submits to, the SEC or in other public communications that the Fund makes. As part of this undertaking, each Senior Financial Officer will periodically consider the adequacy and effectiveness of the Fund's "internal controls" and "disclosure controls and procedures" (as such terms are defined or used in rules proposed or adopted by the SEC). 3. Each Senior Financial Officer will use his or her best efforts to ensure compliance in all material respects by such Senior Financial Officer and the Fund with all applicable Laws. 4. Each Senior Financial Officer shall respect the confidentiality of information acquired in the course of his or her work and shall not disclose such information, except when the Senior Financial Officer believes he or she is authorized or legally obligated to disclose the information. No Senior Financial Officer may use confidential information acquired in the course of his or her work for his or her personal advantage. 5. No Senior Financial Officer may take or direct or allow any other person to take or direct any action to fraudulently influence, coerce, manipulate or mislead the Fund's independent auditing firm. 6. No Senior Financial Officer may engage the Fund's auditing firm to perform audit or non-audit services without the Audit Committee's (or its designee's) preapproval in accordance with the Audit Committee's charter. REPORTING VIOLATIONS - -------------------- If any person believes that a Senior Financial Officer has violated this Sarbanes-Oxley Code of Ethics or the Fund has or is about to violate a Law, or a Senior Financial Officer believes that he or she is being asked to violate this Sarbanes-Oxley Code of Ethics or any Law in the performance of his or her duties for the Fund, then the matter should be promptly reported to the Audit Committee. The Audit Committee will take appropriate steps to maintain the confidentiality of the reporting person's identity, to the extent consistent with the Fund's obligations to investigate and remedy the matter and, if appropriate, to report the matter to government officials. Persons may report violations of this Sarbanes-Oxley Code of Ethics on an anonymous basis. No retribution will be taken against a person for reporting, in good faith, a violation or suspected violation of this Sarbanes-Oxley Code of Ethics. Interpretation and Enforcement - ------------------------------ The Audit Committee is responsible for overseeing the interpretation and enforcement of this Sarbanes-Oxley Code of Ethics. When the Audit Committee considers any matter relating to this Sarbanes-Oxley Code of Ethics, it shall act in executive session. Each Senior Financial Officer will be held accountable for his or her adherence to this Sarbanes-Oxley Code of Ethics by the Fund's Board of Directors. A Senior Financial Officer's failure to adhere to this Sarbanes- Oxley Code of Ethics will be subject to appropriate disciplinary action, ranging from warnings to possible termination or removal. Only the Audit Committee may waive or amend this Sarbanes-Oxley Code of Ethics. All waivers and amendments of this Sarbanes-Oxley Code of Ethics must be publicly disclosed in a manner that complies with the requirements of the SEC and other applicable Laws. EX-99.CERT 3 thf-ex99cert302.txt CERTIFICATIONS -------------- I, Michael L. Hershey, certify that: 1. I have reviewed this report on Form N-CSR of The Henlopen Fund; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-2(c) under the Investment Company Act of 1940) for the registrant and have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this report (the "Evaluation Date"); and c) presented in this report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize, and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: 9-1-04 /s/ Michael L. Hershey ----------------- ------------------------------- Michael L. Hershey, President, Principal Executive Officer & Principal Financial Officer EX-99.906 CERT 4 thf-ex99cert906.txt CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT --------------------------------------------------------------- Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of The Henlopen Fund hereby certifies, to such officer's knowledge, that the report on Form N-CSR of The Henlopen Fund for the period ended June 30, 2004 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in the Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of The Henlopen Fund. /s/ Michael L. Hershey - ----------------------- Michael L. Hershey Chief Executive Officer and Chief Financial Officer The Henlopen Fund Dated: 9-1-04 ----------- A signed original of this written statement required by Section 906 has been provided by The Henlopen Fund and will be retained by The Henlopen Fund and furnished to the SEC or its staff upon request. -----END PRIVACY-ENHANCED MESSAGE-----