NOTICE OF ANNUAL MEETING
TO BE HELD AUGUST 18, 2009
To the Shareholders of the Valley Forge Fund
NOTICE IS HEREBY GIVEN that the Annual Meeting of The Valley Forge Fund will be
held at 1375 Anthony Wayne Drive, Wayne PA. 19087 on August 18, 2009 at 7:30PM
for the following purposes.
1) To elect or reject five (5) directors to serve until the next Annual Meeting
of Shareholders or until their successors are elected and qualified.
2) To ratify or reject the selection of Conner & Associates PC, Certified
Public Accountants to audit and certify financial statements of the Fund for
the fiscal year ending December 31, 2008.
3) To transact such other business as may properly come before the meeting or
any general adjournments thereof.
The Board of Directors has fixed the close of business on July 6, 2009 as the
record date for determination of the shareholders entitled to notice of, and to
vote at the meeting.
PLEASE FILL IN, SIGN AND RETURN THE ENCLOSED PROXY IF
YOU DO NOT EXPECT TO ATTEND THE MEETING IN PERSON.
PROMPT RETURN OF YOUR PROXY WILL BE APPRECIATED.
PROXY9
VFDOC3
PRIVACY POLICY
THE VALLEY FORGE FUND
The Federal Securities and Exchange Commission has adopted a ruling regarding
the "Privacy of Consumer Financial Information" known as Regulation S-P. This
ruling states that financial institutions such as the Valley Forge Fund must
provide you with this notice of our privacy policies and practices on an annual
basis. The Fund is pleased to report that:
A. Information We Collect - The Fund's application forms contain names,
addresses, phone numbers, W9 status, birth dates and social security or tax ID
numbers for regular accounts. IRA application forms also contain beneficiary
information. In addition, the Fund retains records of all of your security
transactions such as your account balances and transaction histories.
B. Our Disclosure Statement - The Fund only discloses personal information
about you while you are a shareholder or if you have left the Fund as required
by law. That is, to you personally, to the Securities & Exchange Commission and
to government tax agencies. And, since all transactions are handled internally,
the number of employees that even see your information is limited. However,
funds cannot be IRA trustees. Your Fund now uses US Bank to provide IRA
custodial services which requires disclosure of your IRA shareholder name and
address to it on an annual basis. In this regard, US Bank has a similar
Privacy Policy to protect this information other than that required by law.
You should call 1-800-548-1942 if there are any questions about the Fund's
Regulation S-P status.
PROXY STATEMENT
THE VALLEY FORGE FUND
1375 Anthony Wayne Dr. Wayne, PA. 19087 Tel. 1-800-548-1942
Enclosed herewith is notice of an Annual Meeting of Shareholders of The Valley
Forge Fund (the "Fund") and a proxy form solicited by the Board of Directors of
the Fund. This material was first mailed to shareholders on July 6, 2009.
Exercised proxies may be revoked by you at any time either by mail notice to the
Fund, resubmittal at a later date or voting at the meeting. Please place your
instructions on the enclosed form, then sign, date and return.
The Fund has one class of capital stock of the Fund, all having equal voting
rights. On July 6, 2009, the date of record, there were 960,579 shares
outstanding, held by shareholders entitled to notice of and to vote at the
meeting. In all matters, each share has one vote.
A quorum must exist to hold an annual meeting. It requires that more than fifty
percent of the outstanding shares be present or represented by proxy.
Abstentions and broker accounts that do not vote are considered as being
present with negative votes. Sixty-seven percent of the votes cast or fifty
percent of the outstanding shares, whichever is less, will pass any proposal
presented.
PROPOSAL #1: ELECTION OF DIRECTORS
All directors listed below have consented to serve if elected until the next
Annual Meeting of Shareholders or until their successors are elected and
qualified. All current Fund Officers are also presented in the following table.
None of these directors or current officers holds directorships in other mutual
funds.
Interested Officers & Director
Name, Address Position in Term of Office Principal # of
and Age the Fund and Length of Occupation Funds
Time Served Past Five Overseen
Years by Director
*Bernard B Klawans Presiden Elected for One President One
1375 Anthony Wayne and Year. Served Valley Forge
Wayne PA Director Since Inception Fund
88 Jun. 30, 1971
*Sandra K. Texter Secretary Elected for One System Analyst None
551 Red Coat Lane Year. Served Lockheed Martin
Phoenixville PA since King of Prussia
58 Jan. 30, 2003 PA
* "Interested persons" as defined in the Investment Company Act of 1940. Mr.
Klawans is an "interested person" because he owns the Fund's Investment Adviser.
Mrs. Texter (the daughter of Mr. Klawans) is an interested person because all
officers of the Fund are considered to be so.
Continued Table
Independent Directors
Name, Address Position in Term of Office Principal # of
and Age the Fund and Length of Occupation Funds
Time Served Past Five Overseen
Years by Director
Dr. James P. King Director Elected for One President One
904 Breezewood Lane Year. Served Desilube Tech
Since Inception Inc.
75 Jun. 30, 1971 Lansdale PA
C. William Majer Director Elected for One President One
732 Summit Ave Year. Served MajerPlus LTD
Philadelphia PA Since Philadelphia PA
72 Jun. 21, 2005
Donald A. Peterson Director Elected for One Program Mgr One
3741 Worthington Rd Year. Served DRS Technologies
Collegeville PA Since King of Prussia PA
67 Aug. 15, 1974
Lewis T. Seaman Director Elected for One Retired General One
131234 Shannondell Dr Year. To replace Manager GE
Audobon PA Mr. Belanger who Space Division
66 Retired
Shareholders have one vote for each share they own for each of the Directors
of their choice. All proxies returned to the Fund, except those specifically
marked to withhold authority, will be cast for the nominees listed above. A
majority of the votes cast when a quorum is present will elect each director.
All the nominees who stood for election last year were overwhelmingly reelected.
BOARD MEETINGS AND DIRECTORS DUTIES
Meetings: There were five board meetings in 2008. Four directors attended all
meetings. Dr. King did not attend the December meeting because of illness.
Director Duties: The Board of Directors select officers to run the Fund, propose
all changes in operating procedures where approval of a majority of the
Independent Directors is required, pass on the Fund's auditor on a yearly basis
and monitor Fund activities to insure to the best of their collective abilities
that Fund Officers are meeting Fund commitments to their shareholders, the
Securities and Exchange Commission, the Internal Revenue Service and Blue Sky
arrangements with the various states where the Fund offers its shares.
FUND HOLDINGS OF THE PRESENT OFFICERS AND DIRECTORS
Name Dollar Range of Equity Aggregate Dollar Range of Equity
Securities in the Fund Securities in All Register Investment
Companies Overseen by Directors and
Officers in Family of Investment Companies
Interested Director and Officers
Bernard B. Klawans over $1,000,000 over $1,000,000
Sandra K. Texter over $ 500,000 over $ 500,000
Independent Directors
Dr. James P. King over $ 25,000 over $ 25,000
C. William Majer over $ 10,000 over 10,000
Donald A. Peterson over $ 100,000 over $ 100,000
Mr. Majer sold $2,000 of his holdings in the Fund in the spring of 2009. The
rest of the Officers, Directors and Associated Persons serving since the last
Annual Meeting, Mr. Klawans, Dr. King, Mr. Peterson, Mrs. Texter and Mrs. Ellen
Klawans (daughter-in-law of Mr. Klawans) had essentially no change in their
dollar range of equity security holdings in the Fund this year. None serve as
directors for other registered investment companies.
REMUNERATION OF DIRECTORS AND OFFICERS
The Fund does not pay salaries to their Officers or Directors. Compensations
listed below are all travel and other expenses associated with attending
meetings.
Valley Forge Fund Family of Funds
Name Compensation Valley Forge
in 2008 Compensation in 2008
Interested Director and Officers
*Bernard B. Klawans none none
*Sandra K. Texter none none
Independent Directors
Victor j. Belanger $ 508 $ 508
Dr. James P. King $ 297 $ 297
C. William Majer $ 396 $ 396
Donald A. Peterson $ 446 $ 446
* Mr. Klawans and Mrs. Texter serve the Fund in many capacities but only receive
compensation from the Management Company.
BROKERAGE
The Fund requires all brokers to affect transactions in portfolio securities to
get prompt execution of orders at the most favorable price. Where consistent
with best price and execution and, in light of its limited resources, the Fund
will deal with primary markets in placing over-the-counter portfolio orders.
The Fund places all orders for purchase and sale of its securities through its
president who is answerable to the Board of Directors. The President may select
brokers who, in addition to meeting the primary requirements of execution and
price, have furnished statistical or other factual information and services that
are helpful or necessary to the Fund's normal operation. Services may include
economic, statistical or industry studies, security analysis and sales
literature. No effort is made to determine the value of these services or the
amount they may have reduced Adviser expenses. Mr. Scott Klawans, the son of
Mr. Bernard Klawans who is a broker with Best-Vest & Co., has provided brokerage
services to the Fund that appear to be satisfactory to the Fund's Board of
Directors.
Other than as set forth above, the Fund has no fixed policy, formula, method or
criteria used in allocating brokerage business to brokers furnishing these
materials and services. In its most recently completed year, 2008, the Fund
paid $8,595 in brokerage commissions. Commissions were $8,165 in 2007 and
$10,701 in 2006. The Directors evaluate and review annually the reasonableness
of brokerage commissions paid.
PROPOSAL #2: RATIFICATION OR REJECTION OF SELECTION OF AUDITOR
Your Board of Directors recommend, subject to shareholder approval, Conner &
Associates PC ("C&A") Certified Public Accountants to audit and certify
financial statements of the Fund for the year 2009 since they performed audit
services in an exemplary fashion to aid Fund Management to reply to the
Securities & Exchange Commission ("SEC") on-site bi-annual examination of the
Fund's operations. The Board has adopted new procedures to pre-approve the
types of professional services required of their auditors.
Neither C&A nor any of its partners have any direct or material indirect
interest in the Fund and will provide no non-auditing services. If you desire
to have representatives of C&A present at the meeting you may contact the
Secretary of the Fund in advance of the meeting and request their presence.
Audit Fees: Conner & Associates charged $11,000 for the 2008 audit. The fee for
the year 2009 is expected to be the same, $11,000, because C&A personnel are now
familiar with the Fund's operating procedures that they helped modify to meet
the new requirements brought on by detected malfeasance in other mutual fund
complexes. This charge includes reporting its findings to the Securities &
Exchange Commission and the Fund's Board of Directors concerning the certified
audit.
All Other Fees: There are no other Audit Fees expected.
SHAREHOLDER PROPOSALS
The Fund expects to hold its next annual meeting in August 2010. Shareholder
proposals may be presented at that meeting provided they are received by the
Fund no later than January 4, 2010 in accordance with Rule 14a-8 under the
Securities & Exchange Act of 1934 which sets forth certain requirements.
OTHER MATTERS
The Directors know of no other matters to be presented at the meeting other
than those mentioned above. Should other business come before the meeting, the
proxies will be voted in accordance with the view of the Board of Directors.
PROXY - SOLICITED BY THE BOARD OF DIRECTORS
VALLEY FORGE FUND ANNUAL MEETING OF SHAREHOLDERS AUGUST 18, 2009
The annual meeting of the VALLEY FORGE FUND will be held at 1375 Anthony Wayne
Dr., Wayne PA at 7:30 P.M. The undersigned hereby appoints Bernard B. Klawans
or Sandra K. Texter as proxy to represent and to vote all shares of the
undersigned at the annual shareholder meeting and all adjournments thereof,
with all powers the undersigned would possess if personally present, upon the
matters specified below.
SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED: PROXIES WILL
BE VOTED POSITIVELY IF NO DIRECTION IS GIVEN. PROXIES MAY VOTE AT THEIR DIS-
CRETION ON ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE THE MEETING
The Board of Directors recommends that you vote FOR on all Proposals.
1. Election of Directors.
___
l___l FOR all nominees except as marked to the contrary below.
____
l___l WITHHOLD AUTHORITY to vote for all nominees.
Instructions: To withhold authority to vote for nominees, strike a line through
his/their name(s) in the following list.
Bernard B. Klawans Dr, James P. King William Majer
Donald A. Peterson Lewis T. Seaman
2. Ratification or rejection of selection of Conner & Associates PC. by the
Board of Directors as independent public accountants to audit and certify
financial statements of the Fund for the fiscal year ending December 31 2009.
___ ___ ___
l___l FOR l___l AGAINST l___l ABSTAIN
3. To consider and act upon any other matters that may properly come before the
meeting or any adjournments thereof.
Please mark, date, sign and return the proxy promptly in the enclosed envelope.
For joint registrations, both parties should sign.
Dated ___________________, 2009 _______________________
Shareholder's Signature
_______________________
Shareholder's Signature
You should review your address and note corrections below.
July 7, 2009