NOTICE OF ANNUAL MEETING
TO BE HELD AUG. 17, 1999
To the shareholders of the Valley Forge Fund, Inc.
NOTICE IS HEREBY GIVEN that the Annual Meeting of the Valley Forge Fund, Inc.
will be held at 1375 Anthony Wayne Drive, Wayne, Pennsylvania 19087 on August
17, 1999 at 7:30 PM for the following purposes.
1) To elect six (6) 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 Mathieson Aitken Jemison, LLP as
independent public accounts to audit and certify financial statements of
the Fund for the fiscal year ending December 31, 1999.
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 June 25, 1999 as the
record date for determination of the shareholders entitled to notice of, and
to vote at the meeting.
IF YOU DO NOT EXPECT TO ATTEND THE MEETING IN PERSON,
PLEASE FILL IN, SIGN AND RETURN THE ENCLOSED PROXY.
PROMPT RETURN OF YOUR PROXY WILL BE APPRECIATED.
PROXY STATEMENT
VALLEY FORGE FUND, INC.
1375 Anthony Wayne Dr.
Wayne, PA. 19078 Tel. 1-800-548-1942
Enclosed herewith is Notice of an Annual Meeting of Shareholders of Valley Forge
Fund (the "Fund") and a proxy form solicited by the Board of Directors of the
Fund. This proxy material was first mailed to shareholders on July 1, 1999.
The proxy may be revoked at any time before it is exercised either by mail no-
tice to the Fund or through resubmittal at a later date. In addition, any
shareholder may vote in person at the meeting as he/she chooses, overriding any
previously filed proxies.
You are requested to place your instructions on the enclosed proxy and then
sign, date and return it. The cost of soliciting proxies will be borne by your
Fund.
There is one class of capital stock of the Fund, all of which have equal voting
rights. On June 25, 1999, the date of record, there were 936,300 shares out-
standing, held by shareholders entitled to notice of and to vote at the meeting.
In all matters each share has one vote.
ELECTION OF DIRECTORS
Six (6) nominees listed below have consented to serve as directors, if elected,
until the next Annual Meeting of Shareholders or until their successors are
elected and qualified.
Nominees for Election of Directors of the Valley Forge Fund
Name, Age & Directors Principal Occupation # Shares % of
Fund Office Since Past Five Years 06/25/99 Class
Bernard B. Klawans 1971 President 66,687 7.1
78 Valley Forge Fund, Inc.
* President Valley Forge, PA.
(1)
Dr. Gerd H. Dahl 1976 Dir. Agr Chem Research 3,418 0.4
68 Elf Atochen North America
* Secretary Philadelphia, PA.
* Directors of the Fund who are "interested persons" as defined in the Invest-
ment Company Act of 1940. Mr. Klawans is an "interested person" by virtue
of his position in the Fund's Investment Adviser. All Fund officers are al-
so considered "interested persons".
1) Includes 1,560 shares in his IRA and 179 shares each held in custodianship
for daughters, Karen and Laura.
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Directors Principal Occupation # Shares % of
Name & Age Since Past Five Years 06/25/99 Class
(1)
Victor J. Belanger 1978 VP & Chief Oper Officer 16,538 1.8
57 Linearizer Tech, Inc.
Robbinsville, NJ.
(2)
Dr. James P. King 1971 President 1,936 0.2
67 Desilube Technology Inc.
Lansdale, PA.
(3)
Donald A. Peterson 1998 Program Manager 16,735 1.8
58 Lockheed Martin
King of Prussia, PA.
(4)
William A. Texter 1992 Mgr Corp Nuclear Quality 2,951 0.3
52 Peco Energy Co.
Philadelphia, PA.
1) Includes 14,558 shares in IRA's, 289 shares held in custodianships for
father, Francis V. Belanger, 995 shares for son Victor Belanger II and
546 shares for daughter, Suzanne Belanger.
2) These shares are held in a Living Trust DTD August 2, 1994.
3) Includes 4,050 shares held in an IRA and 12,685 shares held in Joint Tenan-
cy with his wife Donna M. Peterson.
4) These shares are held in Joint Tenancy with his wife, Sandra K. Texter.
Shareholders have one vote for each share they own for each of seven 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 ma-
jority of the votes cast, when a quorum is present, will elect each director.
All nominees who stood for election last year were overwhelmingly reelected.
Board Meetings & Committees
There were six Board of Directors meetings in 1998. Dr. Dahl and Mr. Texter
attended 5. The remaining four directors attended all 6.
Principal Executive Officers
Name Age Executive Office & Tenure
Bernard B. Klawans 78 President since 1971 (inception)
Dr. Gerd H. Dahl 68 Secretary since 1985
Nancy W. Klawans 78 Treasurer since 1973
Officers are elected by the Board of Directors for a term of one year.
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Remumeration of Directors and Officers
The Fund pays $49.50 a month to Dr. Dahl and Mrs. Klawans to cover their mis-
cellaneous expenses associated with services rendered as officers of the Fund.
In addition, all directors except Dr. Dahl and Mr. Klawans are paid $99 for ex-
penses associated with each Directors' meeting they attend. The officers and
directors of the Fund, as a group, own 121,434 shares beneficially, directly and
indirectly or 13.0% of the shares outstanding. There is no other class of
shares issued.
BROKERAGE
The Fund requires all brokers to effect transactions in portfolio securities in
such a manner as to get prompt execution of the orders at the most favorable
price. Where consistant with best price and execution, and in light of its lim-
ited resources, the Fund will deal with primary market makers in placing over-
the-counter portfolio orders. The Fund places all orders for purchase and sale
of its portfolio 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, which, in the opinion of management, are help-
ful or necessary to the Fund's normal operations. Those services may include
economic or industry studies, security analysis & reports, sales literature and
statistical services furnished either directly to the Fund or to the Adviser.
No effort is made in any given circumstance to determine the value of these ser-
vices or the amount they might have reduced Adviser expenses.
Other than as set forth above, the Fund has no fixed policy, formula, method or
criteria which it uses in allocating brokerage business to brokers furnishing
these materials and services. In its most recently completed year, 1998, the
Fund paid $38,375 in brokerage commissions. Brokerage commissions were $29,719
in 1997 and $17,324 in 1996. The Board of Directors evaluates and reviews semi-
annualy the reasonableness of brokerage commissions paid.
RATIFICATION OR REJECTION OF SELECTION OF AUDITORS
Your Board of Directors has selected, subject to shareholder approval, Math-
ieson Aitken Jemison, LLP ("MAJ") to audit and certify financial statements of
the Fund for the year 1999. Our former auditor Landsburg, Platt, Raschiatore
and Dalton merged with MAJ as of January 1, 1999. In connection with the audit
function, MAJ will review the Fund's Annual Report to Shareholders and the
Fund's filings with the Securities and Exchange Commission.
The Board of Directors has adopted procedures to pre-approve the types of pro-
fessional services for which the Fund may retain such auditors. As part of the
approval process, the Board of Directors considers whether the performance of
each professional service is likely to affect the independence of MAJ. Nei-
ther MAJ nor any of its partners have any direct or material indirect financial
interest in the Fund. During the fiscal year ended December 31, 1998, MAJ
provided no non-auditing services to the Fund.
- 3 -
A representative of MAJ will not be present at the meeting unless requested by
a shareholder (either in writing or by telephone) in advance of the meeting.
Such requests should be directed to the secretary of the Fund.
SHAREHOLDER PROPOSALS
The Fund tentatively expects to hold its next annual meeting in August 2000.
Shareholder proposals may be presented at that meeting provided they are receiv-
ed by the Fund not later then January 4, 2000 in accordance with Rule 14a-8 un-
der the Securities & Exchange Act of 1934 which sets forth certain requirements.
OTHER MATTERS
The Board of Directors knows of no other matters to be presented at the meeting
other than those mentioned above. Should other business come before the meet-
ing, the proxies will be voted in accordance with the view of the Board of Di-
rectors.
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PROXY- SOLICITED BY THE BOARD OF DIRECTORS
VALLEY FORGE FUND - ANNUAL MEETING OF SHAREHOLDERS AUG. 17, 1999
The annual meeting of the VALLEY FORGE FUND will be held Aug. 17, 1999 at 1375
Anthony Wayne Dr., Wayne, Pa. at 7:30 P.M. The undersigned hereby appoints
Bernard B. Klawans and/or Gerd H. Dahl as proxies to represent and to vote all
shares of the undersigned at the annual meeting of shareholders and all adjourn-
ments thereof, with all powers the undersigned would possess if personally pres-
ent, upon the matters specified below.
SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED: IF NO DIRECTION IS
INDICATED AS TO A PROPOSAL, THE PROXIES SHALL VOTE FOR SUCH PROPOSAL. THE PROX-
IES MAY VOTE AT THEIR DISCRETION ON ANY OTHER MATTER WHICH MAY PROPERLY COME BE-
FORE THE MEETING.
The Board of Directors recommends that you vote FOR on all items.
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 Gerd H Dahl Victor J Belanger
Dr James P King Donald A. Peterson William A Texter
2. Proposal to ratify the selection of Mathieson Aithen Jemison, LLP 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,
1999.
___ ___ ___
l___l FOR l___l AGAINST l___l ABSTAIN
Please mark, date, sign & return the proxy promptly in the enclosed envelope.
For joint registrations, both parties should sign.
Dated ___________________, 1999
________________________
Shareholder's Signature
_________________________
Shareholder's Signature
Please review your address and note corrections below.