EXHIBIT (h)(i)(B)
AMENDMENT TO ADMINISTRATIVE AGREEMENT
This Amendment to Administrative Agreement is made as of
August 8, 2001 by and between The Henlopen Fund (the "Fund") and Fiduciary
Management, Inc. (the "Administrator").
WHEREAS, the Fund and the Administrator entered into an Administrative
Agreement dated October 29, 1992 (the "Agreement"); and
WHEREAS, the Fund and the Administrator desire to amend Section 4 of the
Agreement.
NOW, THEREFORE, the parties mutually agree as follows:
1. Compensation of the Administrator. Section 4 of the Agreement is hereby
amended by adding the following paragraph:
"In addition to the above fees, the Fund shall pay the
Administrator annually a fee of $100 for each state in which
shares of the Fund are qualified for sale, a fee of $80 for each
state in which the Fund is registered as an issuer-dealer and a
fee of $50 for each agent registration maintained on behalf of
the Fund, none of which fees shall be reduced if registrations
are maintained for less than an entire fiscal year."
2. No other Changes. Except to the extent changed and modified herein, all
of the terms and conditions of the Agreement shall remain unchanged, unmodified
and in full force and effect.
IN WITNESS WHEREOF, the parties have caused this Amendment to
Administrative Agreement to be executed as of the day first above written.
FIDUCIARY MANAGEMENT, INC.
By
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THE HENLOPEN FUND
By
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