SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material under Rule 14a-12

The Henlopen Fund
(Name of Registrant as Specified in its Charter)
-----------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

1. Title of each class of securities to which transaction applies:

2. Aggregate number of securities to which transaction applies:

3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

4. Proposed maximum aggregate value of transaction:

5. Total fee paid:

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

1. Amount Previously Paid:

2. Form, Schedule or Registration Statement No.:

3. Filing Party:

4. Date Filed:

Notice of Special Meeting of Shareholders
Of The Henlopen Fund
To be Held _____________, 2002

To Shareholders of The Henlopen Fund:

We invite you to attend a special meeting of shareholders of The Henlopen
Fund, a Delaware business trust, on _________________, 2002, at __________
(Eastern Daylight Time), at Longwood Corporate Center South, Suite 213, 415
McFarlan Road, Kennett Square, Pennsylvania 19348. As we describe in the
accompanying proxy statement, the shareholders will vote on (1) a proposal to
elect five trustees, (2) a proposal to amend the Fund's fundamental investment
restriction No. 1 as it relates to selling securities short, (3) a proposal to
amend the Fund's fundamental investment restriction No. 2 relating to borrowing
money, issuing senior securities and pledging assets, (4) a proposal to amend
the Fund's fundamental investment restriction No. 4 relating to investing in
other investment companies, (5) a proposal to amend Section 11.4(b) of the
Fund's Trust Instrument, dated September 16, 1992 (the "Trust Instrument")
relating to reorganizations of series of the Fund, and (6) any other business
that may properly come before the Special Meeting.

We have enclosed a proxy card with this proxy statement. Your vote is
important, no matter how many shares you own. Even if you plan to attend the
special meeting, please complete, date and sign the proxy card and mail it as
soon as you can in the envelope we have provided. If you attend the special
meeting, you can revoke your proxy and vote your shares in person if you choose.

We look forward to seeing you at the special meeting.

THE HENLOPEN FUND

-----------------------------------
Bruce V. Vogenitz
Secretary

Kennett Square, Pennsylvania
_____________, 2002

FREQUENTLY ASKED QUESTIONS

Q: Why have I received this proxy statement?

Our trustees have sent you this proxy statement, starting around
__________, 2002 to ask for your vote as a shareholder of The Henlopen
Fund.

Q: What am I voting on?

You will vote on the following proposals if you owned shares of the Fund on
the record date of the special meeting:

Proposal No. Description
----------- -----------

1 Election of five trustees.

2 Approval of a change in the Fund's fundamental investment
restriction number 1 as it relates to selling securities
short.

3 Approval of a change in the Fund's fundamental investment
restriction number 2 relating to borrowing money, issuing
senior securities and pledging assets.

4 Approval of a change in the Fund's fundamental investment
restriction number 4 relating to investing in other
investment companies.

5 Approval of an amendment to Section 11.4(b) of the Fund's
Trust Instrument relating to reorganizations of series of
the Fund.

Our trustees are not aware of any other matter that will be presented to
you at the special meeting.

Q: Who is entitled to vote?

If you owned shares of the Fund as of the close of business on the record
date, __________, 2002, then you are entitled to vote. You will be entitled
to one vote per share for each share you own on the record date.

Q: Do I need to attend the special meeting in order to vote?

No. You can vote either in person at the special meeting or by completing
and mailing the enclosed proxy card.

Q: How will proxies be solicited?

We (the Fund) will solicit proxies by mail. In addition, certain of our
officers and employees may solicit by telephone, telegraph and personally.
We will not pay these officers and employees specifically for soliciting
proxies. We will bear the cost of soliciting proxies, including preparing,
assembling and mailing the proxy material.

Q: How many shares of the Fund's stock are entitled to vote?

As of the record date, the number of shares of the Fund that were entitled
to vote at the special meeting was _________________.

Q: What happens if the special meeting is adjourned?

The special meeting could be adjourned if, for example, a quorum does not
exist or if a quorum exists but sufficient votes to approve a proposal are
not received. For purposes of any adjournment, proxies will be voted "for"
adjournment unless you direct otherwise by writing anywhere on the enclosed
proxy that you will vote against any adjournments.

Q: What constitutes a quorum?

A "quorum" refers to the number of shares that must be in attendance, in
person or by proxy, at a meeting to lawfully conduct business. With respect
to the proposals, a quorum is present if one-third of the votes of the
shares of the Fund entitled to be cast are present in person or by proxy.

Q: What happens if I sign and return my proxy card but do not mark my vote?

Michael L. Hershey and Bruce V. Vogenitz, as proxies, will vote your shares
to elect five trustees, to approve all three proposed changes to the Fund's
fundamental investment restrictions and to approve the amendment to the
Fund's Trust Instrument.

Q: May I revoke my proxy?

You may revoke your proxy at any time before it is exercised by giving
notice of your revocation to us in writing (by subsequent proxy or
otherwise). Your presence at the special meeting does not itself revoke
your proxy.

Q: Who will count the votes?

Management Information Services will count the votes and act as inspector
of elections.

Q: How can I obtain a copy of the annual report?

You may request a copy of our latest annual report and semi-annual report
succeeding the annual report by writing to The Henlopen Fund, Longwood
Corporate Center South, Suite 213, 415 McFarlan Road, Kennett Square,
Pennsylvania 19348, Attention Corporate Secretary, or by calling (610)
925-0400. We will furnish these copies free of charge.

OWNERSHIP OF MANAGEMENT AND PRINCIPAL SHAREHOLDERS

The following table sets forth certain information regarding the beneficial
ownership of shares of the Fund as of June 30, 2002 by: (a) each named executive
officer and trustee; (b) all of the named executive officers and trustees as a
group; and (c) each person or entity known by the Trust to own beneficially more
than 5% of the shares of the Fund:

Name and (Respecting 5% Holders) Number of Shares Percentage
Address of Beneficial Owner Beneficially Owned Ownership
- -------------------------------- ------------------ ----------

Charles Schwab & Co. Inc. 2,782,486(1) 49.03%
Special Custody Account
FBO Customers
101 Montgomery Street
San Francisco, CA 94104

National Financial Services Corp. 1,088,387(1) 19.18%
200 Liberty Street
1 World Financial Center NYSD
New York, NY 10281

Wilmington Trust Co., Agent 294,228 5.18%
FBO Unidel Foundation
P.O. Box 8880
Wilmington, DE 19890

Michael L. Hershey 34,608(2) (3)

Robert J. Fahey, Jr. 10,297 (3)

John A. Krol 6,391 (3)

Stephen L. Hershey, M.D. 4,174 (3)

John H. Remer 0 0%

Officers, trustees and nominees
as a group (7 persons) 61,662(2) 1.20%

- --------------
(1) The shares owned by Charles Schwab & Co. Inc. and National Financial
Services Corp. were owned of record only.
(2) Excludes shares in accounts managed by the Adviser and over which the
Adviser has investment authority.
(3) Less than 1%.

Dollar Range of FUND SHARES

The following table describes the dollar range of shares of the Fund
beneficially owned by each trustee and nominee as of June 30, 2002:

Aggregate Dollar Range of
Equity Securities in All
Funds Overseen or to be
Overseen by Trustee or
Name of Dollar Range of Equity Nominee in Family of
Trustee or Nominee Securities in the Fund Investment Companies (1)
- ------------------ ---------------------- -------------------------

Michael L. Hershey Over $100,000 Over $100,000

Robert J. Fahey, Jr. Over $100,000 Over $100,000

John A. Krol Over $100,000 Over $100,000

Stephen L. Hershey, M.D. $50,001-$100,000 $50,001-$100,000

John H. Remer None None
- --------------
(1) The Fund is the only fund in its family of investment companies.

PROPOSAL NO. 1: ELECTION of Five Trustees

Trustee Nominees. At the special meeting, we will elect five trustees to
hold office until their respective successors are chosen and qualified. The
current trustees have nominated five people for election. As proxies, Michael L.
Hershey and Bruce V. Vogenitz intend to vote for the election of all of the
trustees' nominees. They will also vote proxies for any other person that the
trustees may recommend in place of a nominee if that nominee becomes unable to
serve as a trustee before the special meeting.

Each of the nominees is currently a trustee except for Dr. Stephen L.
Hershey and Mr. John H. Remer. Each nominee has consented to being named as a
nominee and to serve if elected.

Certain important information regarding our trustees and Mr. Remer
(including their principal occupations for at least the last five years) is as
follows (the Fund is the only portfolio in its fund complex):

Interested Nominees (as defined in the Investment Company Act of 1940 (the "1940
Act")):

Position(s) Term of Office Principal Other Directorships
Name, Address Held and Length Occupation(s) During Held by Trustee
and Age with Fund of Time Served During Past 5 Years by Trustee or Nominee
------------------ ----------- --------------------- -------------------- ---------------------

Michael L. Hershey (63)(1)(2) Trustee Indefinite, Trustee Chairman, President, None
Longwood Corporate Center South since 1992 Treasurer and
Suite 213 Secretary of Landis
415 McFarlan Road President One year term, Associates LLC
Kennett Square, PA 19348 President since 1992

Stephen L. Hershey, M.D. (61)(1) Nominee(3) Indefinite, Trustee Orthopaedic surgeon None
4745 Stanton-Ogletown Road since 1992(3)
Suite 225
Newark, DE 19713

- -----------------------------------------
(1) Mr. Michael L. Hershey and Dr. Stephen L. Hershey are brothers.
(2) Mr. Michael L. Hershey is an interested nominee because he is the Chairman, President, Treasurer and Secretary of
Landis Associates LLC, the Fund's investment adviser.
(3) Dr. Stephen L. Hershey resigned as a trustee effective June 30, 2002 in order for the Fund to comply with certain
Securities and Exchange Commission regulations requiring the Fund to have a majority of its trustees consist of
persons who are not interested persons of the Fund. Dr. Hershey is an interested nominee because he is the brother
of Michael L. Hershey.

Non-Interested Nominees:
- -----------------------

Robert J. Fahey, Jr. (44) Trustee Indefinite, Trustee Senior Director None
1717 Arch Street since 1992 of Real Estate
30th Floor Investment Banking
Philadelphia, PA 19103 for the Financial
Services Group of
Cushman & Wakefield,
a commercial real
estate services firm

John A. Krol (65) Trustee Indefinite, Trustee Retired Chairman and Armstrong World
c/o Landis Associates, LLC since 1999 Chief Executive Industries,
Longwood Corporate Center South Officer of E.I. du MeadWestvaco Corp.,
Suite 213 Pont de Nemours & Milliken & Co.
415 McFarlan Road Company
Kennett Square, PA 19348

John H. Remer (77) Nominee Not applicable. Retired None
c/o Landis Associates, LLC
Longwood Corporate Center South,
Suite 213
415 McFarlan Road
Kennett Square, PA 19348

Investment Adviser. The investment adviser to the Fund is Landis Associates
LLC (the "Adviser"). Pursuant to an investment advisory agreement between the
Fund and the Adviser, the Adviser furnishes continuous investment advisory
services and management to the Fund. The Adviser is controlled by Michael L.
Hershey. Mr. Hershey is the Chairman, President, Treasurer and Secretary of the
Adviser and is the trustee of the Michael L. Hershey Revocable Trust
U/A/D/5-7-98 which owns 90% of the outstanding membership interests of the
Adviser. Mr. Hershey is also President and a trustee of the Fund.

Compensation. The Fund's standard method of compensating trustees is to pay
each trustee who is not an officer of the Fund a fee of $1,000 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, 2002, the Fund paid a total of $4,000 in fees to trustees
who were not officers of the Fund. The table below sets forth the compensation
paid by the Fund to each of the current trustees during the fiscal year ended
June 30, 2002:

Compensation Table

Pension or
Retirement Estimated Total
Aggregate Benefits Accrued Annual Compensation from
Compensation as Part of Fund Benefits Upon the Fund Paid to
Name of Person From the Fund Expenditures Retirement Trustees
-------------- ------------- ---------------- ------------- -----------------

Michael L. Hershey $0 $0 $0 $0
Robert J. Fahey, Jr. $1,000 $0 $0 $1,000
Stephen L. Hershey, M.D. $1,000 $0 $0 $1,000
John A. Krol $1,000 $0 $0 $1,000
P. Coleman Townsend, Jr.* $1,000 $0 $0 $1,000
- ---------------

* Mr. Townsend resigned as a trustee during the fiscal year ended June 30, 2002.

Trustee Meetings and Committees. Effective August 8, 2001, the Fund's Board
of Trustees created an Audit Committee whose members are Messrs. Fahey and Krol.
The primary functions of the Audit Committee are to recommend to the Board of
Trustees the independent accountants to be retained to perform the annual audit,
to review the results of the audit, to review the Fund's internal controls and
to review certain other matters relating to the Fund's accountants and financial
records. The Fund's Board of Trustees has no other committees. The Fund's Board
of Trustees met once during the fiscal year ended June 30, 2002 and all of the
trustees attended that meeting. The audit committee did not meet during the
fiscal year ended June 30, 2002.

Other Executive Officers. The executive officers of the Fund, besides
Michael L. Hershey (President) are as follows:

Principal Occupation(s)
Name and Age Position(s) Held during past Five Years
- ------------ ---------------- -----------------------

Bruce V. Vogenitz, Vice President and Vice President of Landis
C.F.A. (37) Secretary since 1998 Associates LLC since 1998;
Analyst at Gardner Lewis
Asset Management until 1998

Camille F. Wildes (49) Vice President/Compliance Vice President of Fiduciary
Officer and Treasurer Management, Inc.
since 1994

Required Vote. Under the Fund's Trust Instrument, dated September 16, 1992,
shareholders elect trustees by a plurality of the votes cast by shares which are
entitled to vote in the election, assuming a quorum is present. For this
purpose, "plurality" means that the nominees receiving the largest number of
votes from the shareholders will be elected as trustees.

Abstentions and broker non-votes (if any) will be counted as votes present for
purposes of determining whether a quorum is present. Assuming a quorum is
present, any shares which do not vote, whether by abstention or otherwise, will
not affect the election of trustees.

Recommendation. The trustees recommend a vote "for" all the nominees.

PROPOSAL NO. 2: APPROVAL OF AMENDMENT TO
FUNDAMENTAL INVESTMENT RESTRICTION NO. 1

Discussion. The Fund proposes to change its policy on selling securities
short. The Fund currently has a fundamental investment restriction that
prohibits it from selling securities short. The proposed change would allow the
Fund to sell securities short to the extent permitted by the 1940 Act. A "short
sale" is made by selling a security the Fund does not own. In a short sale
transaction, the Fund will borrow a security from a broker and sell it with the
expectation that it will replace the security borrowed from the broker by
repurchasing the same security at a lower price.

The trustees believe that changing the Fund's fundamental investment
restrictions in this manner will provide flexibility for future contingencies
and market developments. Proposal No. 2, if approved, will enable the Fund to
reduce the Fund's equity exposure by engaging in short sales of index-related
(i.e., exchange-traded funds) and other securities. It will also allow the Fund
to sell short securities it expects to decline in value. Short sales involve
certain investment risks. The investment performance of the Fund will suffer if
a security for which the Fund has effected a short sale appreciates in value.
Additionally, the Fund may be required to close out a short position earlier
than it had intended if the securities lender requires it to deliver the
securities it borrowed at the commencement of the short sale and the Fund is
unable to borrow such securities from other securities lenders. If Proposal No.
2 is approved, the Fund would remain subject to the applicable provisions of the
1940 Act relating to short-sale transactions. Generally, consistent with the
1940 Act, the Fund would be permitted to engage in short sales only if the Fund
maintains cash or liquid securities at such a level that the amount so
maintained plus the amount deposited with the broker as collateral will equal
the current value of the security sold short.

The trustees do not anticipate that the change to the Fund's policy on
selling securities short will materially change the manner in which the Fund is
currently managed or the level of investment risk associated with an investment
in the Fund.

Current Investment Restriction. The Fund's current investment restriction
relating to selling securities short is as follows:

"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."

Proposed Investment Restriction. The investment restriction above would be
revised if approved by the shareholders of the Fund, to read in its entirety as
follows:

"1. The Fund will not purchase securities on margin, participate in a
joint-trading account 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. The Fund may, to the extent permitted
by the Investment Company Act of 1940, sell securities short."

Required Vote. The favorable vote of the holders of a "majority" (as
defined in the 1940 Act) of the outstanding shares of the Fund is required for
the approval of the change in this fundamental investment restriction. Under the
1940 Act, the vote of the holders of a "majority" of the outstanding shares of
the Fund means the vote of the holders of the lesser of (a) 67% or more of its
shares present at the special meeting or represented by proxy if the holders of
50% or more of its shares are so present or represented; or (b) more than 50% of
its outstanding shares. Abstentions and broker non-votes (if any) will be
counted as votes present for purposes of determining whether a quorum is
present. The failure to vote (other than by broker non-votes or abstentions),
assuming more than 50% of the outstanding shares of the Fund are present, has no
effect if (a) above is applicable and has the same effect as a vote against the
proposal if (b) above is applicable. Abstentions and broker non-votes have the
same effect as a vote against the change in the fundamental investment
restriction.

Recommendation. The trustees recommend a vote "for" Proposal No. 2.

PROPOSAL NO. 3: APPROVAL OF AMENDMENT TO
FUNDAMENTAL INVESTMENT RESTRICTION NO. 2

Discussion. The Fund proposes to change its policy on borrowing money and
issuing senior securities. The 1940 Act establishes limits on the ability of
mutual funds to borrow money or issue "senior securities," a term that is
defined, generally, to refer to obligations that have a priority over a mutual
fund's shares of common stock with respect to the distribution of its assets or
the payment of dividends. Currently, the Fund's policies on borrowing money and
issuing senior securities are more restrictive than required by the 1940 Act.
The proposed changes would make the Funds' policy on borrowing money or issuing
senior securities no more limiting than required by the 1940 Act. The trustees
believe that changing the Fund's fundamental investment restrictions in this
manner will provide flexibility for future contingencies and, in particular,
will permit the Fund to borrow money in amounts greater than is now permitted to
meet redemption requests when the liquidation of portfolio investments would be
inconvenient or disadvantageous. Such flexibility will facilitate portfolio
management.

Under the proposed fundamental investment restrictions, the Fund would be
permitted to borrow money for investment purposes. However, the Fund has no
present intention of borrowing money for investment purposes and has adopted a
nonfundamental investment policy which prohibits it from purchasing securities
while it has any outstanding borrowings.

Borrowing for investment purposes is known as leveraging. Leveraging
investments, by purchasing securities with borrowed money, is a speculative
technique which increases investment risk, but also increases investment
opportunity. Since substantially all of the Fund's assets will fluctuate in
value, whereas the interest obligations on borrowings may be fixed, the net
asset value per share of the Fund, when it leverages its investments, will
increase more when the Fund's portfolio assets increase in value and decrease
more when the portfolio assets decrease in value than would otherwise be the
case. Interest costs on borrowings may partially offset or exceed the returns on
the borrowed funds. Under adverse conditions, the Fund might have to sell
portfolio securities to meet interest or principal payments at a time investment
considerations would not favor such sales.

As required by the 1940 Act, if the Fund's borrowing exceeds 5% of its net
assets or if not repaid within sixty days, the Fund must maintain continuous
asset coverage (total assets, including assets acquired with borrowed funds,
less liabilities exclusive of borrowings) of 300% of all amounts borrowed. If,
at any time, the value of the Fund's assets should fail to meet this 300%
coverage test, the Fund within three days (not including Sundays or holidays)
must reduce the amount of the Fund's borrowings to the extent necessary to meet
this 300% coverage. Maintenance of this percentage limitation may result in the
sale of portfolio securities at a time when investment considerations otherwise
indicate that it would be disadvantageous to do so.

As indicated above, the trustees have adopted nonfundamental investment
restriction No. 1, which the trustees may change or repeal at any time without
shareholder approval, which reads as follows:

"1. The Fund will not borrow money, except for temporary bank borrowings
(not in excess of 20% of the value of the Fund's net assets) and will not
purchase securities while it has any outstanding borrowings."

Current Investment Restriction. The Fund's current investment restriction
relating to borrowing money and issuing senior securities is as follows:

"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."

Proposed Investment Restriction. The investment restriction above would be
revised if approved by the shareholders of the Fund, to read in its entirety as
follows:

"2. The Fund may, to the extent permitted by the Investment Company Act of
1940, (a) borrow money, (b) issue senior securities and (c) pledge all or any
part of its assets."

Recommendation. The trustees recommend a vote "for" Proposal No. 3.

PROPOSAL NO. 4: APPROVAL OF AMENDMENT TO
FUNDAMENTAL INVESTMENT RESTRICTION NO. 4

Discussion. The Fund proposes to change its policy on investing in the
securities of other investment companies. The Fund currently has a fundamental
investment restriction that prohibits it from investing in the securities of
other open-end investment companies except as part of a plan of merger,
consolidation or reorganization approved by the shareholders of the Fund. The
1940 Act currently does not contain any equivalent restrictions. The proposed
change would allow the Fund to invest in the securities of other investment
companies to the extent permitted by the 1940 Act. The trustees do not
anticipate that the change to the Fund's policy on investing in the securities
of other investment companies will materially change the manner in which the
Fund is currently managed or the level of investment risk associated with an
investment in the Fund. However, the change would allow the Fund to invest in
so-called "exchange traded funds." Exchange traded funds are typically organized
as unit investment trusts which are open-end investment companies. The
flexibility to invest in exchange traded funds will provide a way for the Fund
to obtain broad market exposure without having to purchase a number of different
securities.

If Proposal No. 4 is approved, the Fund would remain subject to the 1940
Act's restrictions on an investment company's ability to invest in other funds.
The restrictions of the 1940 Act, while complex, permit mutual funds to invest
exclusively in other mutual funds. However, the Fund has adopted a
nonfundamental investment policy that makes clear that investing in other
investment companies is not a principal investment strategy of the Fund. As a
shareholder in another investment company, the Fund would bear, along with other
shareholders, its pro rata portion of the other investment company's expenses,
including advisory fees. These expenses would be in addition to the expenses
that the Fund bears in connection with its own operations.

As indicated above, to restrict the ability of the Fund to invest in the
securities of other investment companies, the trustees have adopted
nonfundamental investment restriction No. 2, which the trustees may change or
repeal at any time without shareholder approval, which reads as follows:

"2. 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 trustees of the Fund or (b) securities of registered investment companies
on the open market where no commission or profit results, other than the usual
and customary broker's commission, and where no more than 10% of the value of
the Fund's total assets would be invested in such securities and no more than 5%
of the Fund's net assets would be invested in shares of any one registered
investment company."

Current Investment Restriction. The Fund's current investment restriction
relating to investing in the securities of other investment companies is as
follows:

"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."

Proposed Investment Restriction. The investment restriction above would be
revised if approved by the shareholders of the Fund, to read in its entirety as
follows:

"4. The Fund may, to the extent permitted by the Investment Company Act of
1940, purchase securities of other investment companies."

If the proposed change is approved, the Fund will be able to invest in the
securities of other investment companies, provided that any such investment is
consistent with the Fund's investment objective.

Recommendation. The trustees recommend a vote "for" Proposal No. 4.

PROPOSAL NO. 5: APPROVAL OF AMENDMENT TO TRUST INSTRUMENT

Discussion. The Fund's Trust Instrument permits the creation of new series
or funds, although the Fund is the only series that has been created by the
Trustees. If additional series were created under the Trust Instrument as it is
currently written, the Fund's trustees could not merge any series with any other
series, merge the Fund or any other series with another registered investment
company, or liquidate or dissolve the Fund or any other series without obtaining
shareholder approval.

The trustees propose to amend the Trust Instrument to provide that the
trustees may, without obtaining any vote of the shareholders of the Fund or any
other series, merge any series with any other series, merge the Fund or any
other series with another registered investment company, or liquidate or
dissolve the Fund or any other series. This proposed change will give the Fund's
trustees greater flexibility as they would be able to avoid the time-consuming
and expensive process of soliciting proxies in order to obtain shareholder
approval of such actions. The proposal would, however, permit the trustees to
convert a shareholder's investment into cash or another mutual fund without the
approval of the shareholder.

Current Trust Instrument Provision. Section 11.4(b) of the Fund's Trust
Instrument currently reads as follows:

"(b) The Trustees may, subject to a Majority Shareholder Vote of each
Series affected by the matter or, if applicable, to a Majority Shareholder Vote
of the Trust, and subject to a vote of a majority of the Trustees:

(i) sell and convey all or substantially all of the assets of any
affected Series to another Series of the Trust for adequate consideration,
which may include the assumption of all outstanding obligations, taxes and
other liabilities, accrued or contingent, of the affected Series, and which
may include Shares of the acquiring Series;

(ii) sell and convey all or substantially all of the assets of the
Trust or any affected Series to another trust, partnership, association or
corporation, or to a separate series of shares thereof, organized under the
laws of any state which trust, partnership, association or corporation is
an open-end management company as defined in the Investment Company Act of
1940, or is a series thereof, for adequate consideration which may include
the assumption of all outstanding obligations, taxes and other liabilities,
accrued or contingent, of the Trust or any affected Series, and which may
include shares of beneficial interest, stock or other ownership interests
of such trust, partnership, association or corporation or of a series
thereof; or

(iii) at any time sell and convert into money all of the assets of the
Trust or any affected Series.

Upon making reasonable provision, in the determination of the Trustees, for
the payment of all such liabilities in (i), (ii) or (iii), by such assumption or
otherwise, the Trustees shall distribute the remaining proceeds or assets (as
the case may be) of each Series (or class) ratably among the holders of Shares
of that Series then outstanding."

Proposed Amendment. If the amendment is approved by the shareholders,
Section 11.4(b) of the Trust Instrument would be revised to read in its entirety
as follows:

"(b) The Trustees may, in their sole discretion and without obtaining
any prior authorization or vote of the Shareholders of any Series of the
Trust:

(i) sell and convey all or substantially all of the assets of any
Series to another Series of the Trust for such consideration as the
Trustees, in their sole discretion, shall deem adequate, which may
include the assumption of all outstanding obligations, taxes and other
liabilities, accrued or contingent, of the affected Series, and which
may include Shares of the acquiring Series;

(ii) sell and convey all or substantially all of the assets of
the Trust or any Series to another trust, partnership, association or
corporation organized under the laws of any state, or to a separate
series of shares thereof, which trust, partnership, association or
corporation is an open-end management company as defined in the
Investment Company Act of 1940, or is a series thereof, for such
consideration as the Trustees in their sole discretion shall deem
adequate, which may include the assumption of all outstanding
obligations, taxes and other liabilities, accrued or contingent, of
the Trust or any affected Series, and which may include shares of
beneficial interest, stock or other ownership interests of such trust,
partnership, association or corporation or of a series thereof; or

(iii) at any time sell and convert into money all of the assets
of the Trust or any affected Series.

Upon making reasonable provision, in the determination of the Trustees, for
the payment of all such liabilities in (i), (ii) or (iii), by such assumption or
otherwise, the Trustees shall distribute the remaining proceeds or assets (as
the case may be) of each affected Series ratably among the holders of Shares of
that Series then outstanding."

If the proposed change is approved, the trustees will be able, without any
vote of the shareholders of the Fund or any series of the Fund, to merge any
series of the Fund with any other series of the Fund, merge the Fund or any
series of the Fund with another registered investment company, or liquidate or
dissolve the Fund or any series of the Fund.

Required vote. Under the Fund's Trust Instrument, dated September 16, 1992,
this amendment to the Trust Instrument requires an affirmative vote of a
majority of the votes cast by shares which are entitled to vote, assuming a
quorum is present. Abstentions and broker non-votes (if any) will be counted as
votes present for purposes of determining whether a quorum is present. Assuming
a quorum is present, any shares which do not vote, whether by abstention or
otherwise, will count as votes against the proposed amendment.

Recommended vote. The trustees recommend a vote "for" Proposal No. 5.

ADMINISTRATOR

The administrator for the Fund is Fiduciary Management, Inc. Its principal
office is located at 225 East Mason Street, Milwaukee, Wisconsin 53202. The Fund
has no principal underwriter.

INDEPENDENT PUBLIC ACCOUNTANTS

PricewaterhouseCoopers LLP, 100 East Wisconsin Avenue, Milwaukee, Wisconsin
53202, currently serves as the independent accountants for the Fund.
Representatives of PricewaterhouseCoopers LLP are not expected to attend the
special meeting.

Audit Fees. For the Fund's fiscal year ended June 30, 2001, the aggregate
fees paid to PricewaterhouseCoopers LLP for professional services rendered for
the audit of the Fund's annual financial statements and review of the Fund's
quarterly financial statements were $16,497.

Financial Information Systems Design and Implementation Fees. The Fund did
not pay PricewaterhouseCoopers LLP any fees for services related to financial
information systems design and implementation during fiscal 2001.

All Other Fees. For the Fund's fiscal year ended June 30, 2001, the
aggregate fees paid to PricewaterhouseCoopers LLP for all other professional
services rendered for the Fund, the Adviser and any entity controlling,
controlled by or under common control with the Adviser, were $6,375. These fees
were for preparation of tax returns.

The Fund's audit committee does not consider non-audit services rendered by
PricewaterhouseCoopers LLP to be incompatible with maintaining the independence
of PricewaterhouseCoopers LLP.

RECEIPT OF SHAREHOLDER PROPOSALS

Under the proxy rules of the Securities and Exchange Commission,
shareholder proposals meeting tests contained in those rules may, under certain
conditions, be included in our proxy materials for a particular meeting of
shareholders. One of these conditions relates to the timely receipt by us of any
such proposal. Since we do not have regular annual meetings of shareholders,
under these rules, proposals submitted for inclusion in the proxy materials for
a particular meeting must be received by us a reasonable time before the
solicitation of proxies for the meeting is made. The fact that we receive a
shareholder proposal in a timely manner does not ensure its inclusion in our
proxy materials since there are other requirements in the proxy rules relating
to such inclusion.

OTHER MATTERS

The trustees know of no other matters that may come before the special
meeting. If any other matters properly come before the special meeting, it is
the intention of the persons

acting pursuant to the enclosed form of proxy to vote the shares represented by
said proxies in accordance with their best judgment with respect to such
matters.

SOLICITATION

We will bear the cost of soliciting proxies. We expect to solicit proxies
mainly by mail. Some of our employees may also solicit proxies personally and by
telephone. Also, we will reimburse brokers and other nominees for their
reasonable expenses in communicating with the persons for whom they hold shares
of the Fund.

You may request a copy of our latest annual report and semi-annual report
succeeding the annual report by writing to The Henlopen Fund, Longwood Corporate
Center South, Suite 213, 415 McFarlan Road, Kennett Square, Pennsylvania 19348,
Attention Corporate Secretary, or by calling (610) 925-0400. We will furnish
these copies free of charge.

THE HENLOPEN FUND

--------------------------------------------
Bruce V. Vogenitz
Secretary

Kennett Square, Pennsylvania
____________, 2002

PROXY FOR SPECIAL MEETING OF SHAREHOLDERS
OF THE HENLOPEN FUND

The undersigned constitutes and appoints Michael L. Hershey and Bruce V.
Vogenitz, and each of them singly, with power of substitution, attorneys and
proxies for and in the name and place of the undersigned to appear and vote with
the same effect as the undersigned at the special meeting of shareholders of The
Henlopen Fund, on _______________, 2002, at ___________ (Eastern Daylight Time),
at Longwood Corporate Center South, Suite 213, 415 McFarlan Road, Kennett
Square, Pennsylvania 19348, and at any adjournments or postponements thereof,
all shares of stock of The Henlopen Fund that the undersigned is entitled to
vote as follows:

1. To elect five trustees. FOR all nominees WITHHOLD
listed authority to vote
(01) Robert J. Fahey, Jr. (except as for all nominees
(02) Michael L. Hershey marked to the listed at left
(03) Stephen L. Hershey, M.D. contrary at left)
(04) John A. Krol
(05) John H. Remer

(Instruction: to withhold authority |_| |_|
to vote for any individual nominee,
write that nominee(s) name(s) in the
space provided below.)

- ----------------------------------------------------------------

FOR AGAINST ABSTAIN

2. To approve the amendment to |_| |_| |_|
fundamental investment restriction
No. 1.

3. To approve the amendment to |_| |_| |_|
fundamental investment restriction
No. 2

4. To approve the amendment to |_| |_| |_|
fundamental investment restriction
No. 4

5. To approve the amendment to Section
11.4(b) of the Fund's Trust |_| |_| |_|
Instrument

In their discretion upon such other business as may properly come before the
meeting.

This proxy will be voted as specified.
If no specification is made, this proxy
will be voted for each proposal.

The signature on this proxy should
correspond exactly with the name of the
shareholder as it appears on the proxy.
If stock is issued in the name of two or
more persons, each should sign the
proxy. If a proxy is signed by an
administrator, trustee, guardian,
attorney or other fiduciary, please
indicate full title as such.

Dated ____________________, 2002

Signed__________________________________

This proxy is solicited on behalf of
the trustees of The Henlopen Fund

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