NOTICE OF SPECIAL MEETING
TO BE HELD NOVEMBER XX, 2002
To the Shareholders of The O'Higgins Fund
NOTICE IS HEREBY GIVEN that a Special Meeting of The O'Higgins Fund will be
held at 1375 Anthony Wayne Drive, Wayne, PA. 19087 on November XX, 2002 at 7:30
PM for the following purposes.
1) To elect five (5) directors to serve until the next Annual Meeting of
Shareholders or until their successors are elected and qualified.
2) To change the investment objectives and principal investment strategies
of the Fund.
3) To select a new Investment Adviser.
4) To change the name of the Fund to CAMCO Investors Fund.
5) 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 August 20, 2002 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.
THE O'HIGGINS FUND
1375 Anthony Wayne Dr. Wayne, PA. 19087 Tel. 1-800-548-1942
Enclosed herewith is notice of a Special Meeting of Shareholders of The
O'Higgins Fund (the "Fund") and a proxy form solicited by the Board of
Directors of the Fund. This material was first mailed to shareholders on
November XX, 2002.
The meeting has been called to change the investment objectives and principal
investment strategies of the Fund because the use of Mr. O'Higgins strategies
and objectives had not achieved sufficient assets under management to make it
worthwhile to either the shareholders or the investment adviser to continue
operation.
The Board has located a registered Investment Adviser, Cornerstone Asset Manage-
ment Corporation (CAMCO), that has been managing individual private investment
accounts since 1986 who would like to expand to a company available to the pub-
lic. This Proxy, if approved, would permit CANCO's investment strategies and
objectives to replace the ones currently in use, elect directors that expressed
an interest in directing this new operation and select CAMCO as the new
Investment Adviser.
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 one, then sign, date and return. The Fund will pay
for soliciting this proxy.
The Fund has one class of capital stock of the Fund, all having equal voting
rights. On August 20, 2002, the date of record, there were 6,301.3509 shares
outstanding, held by one shareholder entitled to notice of and to vote at the
meeting. In all matters, each share has one vote.
A quorum must exist to hold a special meeting. It requires that more than fifty
percent of the outstanding shares be present or represented by proxy. Absten-
tions 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.
Sanville and CO. prepared the certified audit of the Fund for the year 2001.
They charged $4,000 for their services. This fee included charges for the
certified audit. There were no other audit fees or financial information system
design and implementation fees. They were reengaged by the shareholders
at the June 18, 2002 shareholders meeting to perform the Fund's year 2002
certified audit. Their fee for this is expected to be considerably less because
the only funds now in the Fund are deposited in a bank savings account. A
representative of Sanville & Co will not be present at this special meeting
since the single shareholder did not request it.
PROPOSAL #1: ELECTION OF DIRECTORS
The current directors were all over whelmingly reelected to office at the last
annual meeting on June 18, 2002. The current directors also agreed that their
presence on the new board will not be necessary. However, Mr. Klawans has
offered to serve on the new board if elected to ease transition of the move and
will remain on it until completion. He will receive a fee for this service.
The five individuals listed below have consented to serve as directors, if
elected, until the next Annual Meeting of Shareholders, or until their
- 1 -
successors are elected and qualified. All current officers of the Fund are also
presented in the following table.
Name, Address Position in Term of Office Principal # of Other
and Age the Fund and Length of Occupation Funds Direct-
Time Served Past Five in Fund orships
Years Complex Held
Overseen
by Director
Interested Directors & Officers
*Bernard B Klawans President Elected for One President of Two None
1375 Anthony Wayne and Year. Served O'Higgins &
Wayne PA Director Since Inception Valley Forge
81 Jan. 30, 1998 Funds
*William A Texter Secretary Elected for One Retired Mgr. Two None
551 Red Coat Lane Year. Served PECO Energy
Phoenixville PA Since Philadelphia PA
55 Jan 30, 2001
Sandra K Texter Treasurer Elected for One System Analyst None None
551 Red Coat Lane Year. Served Lockeed Martin
Phoenixville PA Since Defense Contractor
51 Jan 30. 2001 King of Prussia PA
Independent Directors
Keith P Newman Director Elected for Realtor None None
9110 Glen Brook Rd One Year Fairfax Va
Fairfax Va
48
Malcolm R Uffelman Director Elected for Vice President None None
1808 Horseback Trail One Year Contact Inc
Vienna VA Winchester Va
66
Charles J Bailey Director Elected for Regional Mgr None None
11620 Gambrill Rd One Year Tollgrade Inc
Frederick MD Frederick MD
39
Col. Richard Bruss Director Elected for Retired None None
9507 Arnon Chapel Rd One Year USAF
Great Falls VA
73
* "Interested persons" as defined in the Investment Company Act of 1940. Mr.
Klawans is an "interested person" because of his position as the Fund's Invest-
ment Adviser. The other current interested director, the Fund secretary, Mr.
Texter and the four current indpendent directors, Messrs Belanger, Dahl, King
and Peterson are not running for reelection but have unaminously approved
submittal of this Proxy Statement. Their Fund holdings and remuneratins are
given on the following page 3.
Shareholders have one vote for each share they own for each of five 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.
Sixty-seven percent of the votes cast or fifty percent of the outstanding
shares, whichever is less, will elect each director. All nominees are new to
the Fund except Mr. Klawans who last stood for election on June 18th of this
- 2 -
year and was overwhelmingly reelected.
BOARD MEETINGS AND DIRECTORS DUTIES
Meetings: There were six board meetings in 2001. Dr. Dahl attended four and
Messrs. Belanger and Peterson attended five. The remaining three directors
attended all six. The proposed board is a new Board of Directors that may be
voted into office at this Special Meeting.
Director Duties: The Board of Directors select the 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 the 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 Registered
Investment Companies Overseen
by Director in Family of
Investment Companies
Interested officers and directors
Bernard B. Klawans $10,000 to $50,000 over $100,000
Sandra K. Texter none over $100,000
William A. Texter none $10,001 to $ 50,000
Independent directors
Victor J. Belanger none $50,001 to $100,000
Dr. Gerd H. Dahl none $10,001 to $ 50,000
Dr. James P. King none $10,001 to $ 50,000
Donald A. Peterson none over $100,000
At present, the total assets of the Fund are about $52,000 that are deposited in
a bank savings account. There are no operating committees and all outstanding
shares are held by Mr. Klawans.
REMUNERATION OF CURRRENT DIRECTORS
The Fund does not pay salaries to Directors of the Fund. The expenses listed
below are all travel expenses.
O'Higgins Fund Family of Funds
Name Compensation O'Higgins & Valley Forge
in 2002 Compensation in 2002
Interested directors
Bernard B. Klawans none none
William A. Texter $ 594 $1,188
Independent directors
Victor J. Belanger $ 495 $ 990
Dr. Gerd H. Dahl $ 594 $1,188
Dr. James P. King $ 594 $1,188
Donald A. Peterson $ 495 $ 990
- 3 -
Your Board of Directors recommend that you vote for the Directors recomended in
this ELECTION OF DIRECTORS proposal discussed above.
PROPOSAL #2: CHANGE INVESTMENT OBJECTIVES AND PRINCIPAL INVESTMENT STRATEGIES
Directors of the Fund have reviewed its status and have determined that changing
Investment Objectives and the Principal Investment Strategies are in the best
interests of the current sole shareholder. Even though the average annual total
return of the Fund since inception (January 30, 1998) approximated the S&P 500
index at about 6 percent through the end of 2001, the Board found the Corner-
stone Asset Management Corp. (CAMCO) that had a set of Investment Objectives and
Strategies believed to be better. CAMCO would offer these Investment Objectives
and Strategies to the public through the Fund in an attempt to generate a better
return for shareholders and grow the total assets of the Fund to reduce expenses
to a livable level (less than 1.5 percent of the total assets).
O'HIGGINS FUND CURRENT INVESTMENT OBJECTIVES
The current O'Higgins Fund investment objectives seek to provide appreciation
through application of a proprietary 28 year back tested asset allocation model.
NEW INVESTMENT OBJECTIVES
The new Fund primary investment objective will be capital appreciation. Income
from dividends and interest will be secondary.
COMPARISON OF DIFFERENT INVESTMENT OBJECTIVES
The current O'Higgins Fund Investment Objectives are similar to those of the
CAMCO Investors Fund. Both seek capital appreciation, but the O'Higgins Fund
does it in a more restricted fashion because of ite use of an inflexible
allocation of assets model.
O'HIGGINS FUND CURRENT INVESTMENT STRATEGIES
The current O'Higgins Fund principal investment strategies are inflexible in
that they generally follow the methodology described in detail in Mr. O'Higgins
book "Beating the Dow - With Bonds". The strategy is summarized in the next
paragraph.
Portfolio Management: The Asset Class selection worksheet follows:
1. Standard & Poors Industrial Index Earnings Yield _________%
2. 10-year U.S. Government T-Bond Yield to Maturity _________%
3. Adjustment Factor + 0.30%
4. Estimated 10-year AAA Corporate Bond Yield (2+3) _________%
5. Item 1- Item 4 (the difference in yield) _________%
Plus answers in Item 5 indicate purchase of 20 of the lowest dollar priced
securities of the 100 highest yielding stocks in the S&P Industrial Index. Go
to Item 6 if minus.
6. Last Week Gold Price Per Troy Ounce $_________
7. Year-Ago Gold Price Per Troy Ounce $_________
8. Item 6-Item 7 (1 year change in the price of gold $_________
Plus answers to Item 8 ondicate purchase of US Treasury bills that mature within
a year. Minus answers indicate the highest yielding US zero Coupon Bonds
maturing in 20 years or more.
The Fund's strategy differs slightly from the books methodology. It must meet
the diversification requirement of no more than 5% of any security at the time
of purchase when it is in securities to be eligible for exemption from paying
corporate income taxes under Subchapter M of the Internal Revenue Code. That is
- 4 -
why the Fund purchases 20 S&P Industrial Stocks instead of 5 Dow Jones
Industrial Stocks. Another difference entails periodic use of the worksheet
used to determine the optimum asset class selection rather than waiting an
entire year. The third difference is maintenance of a sufficient cash position
to be able to meet redemption requirements in a timely fashon. These variances
are believed to have no significant effects on the methodology performance. Use
of this model results in almost 100% investments either in 20 of the lowest
dollar priced securities of the 100 highest yielding stocks in the S&P
Industrial Index or short-term US Treasury Notes or long-term US Zero Coupon
Bonds.
NEW FUND PPROPOSED PRINCIPAL INVESTMENT STRATEGIES
The new Fund would invest in a portfolio of equity instruments (including common
and preferred stocks and convertible issues) and debt securities. It would
retain the position of being a non-diversified fund in that it may invest a
relatively high percentage of its assets in a limited number of securities. The
Fund would seek only enough diversification in its security selections to
maintain its federal non-taxable status under subchapter M of the Internal
Revenue Code. Their principal investment strategies would be more flexible in
that securities believed to be selling at significant discounts to what they
believe their true or intrinsic value and generally exhibit one or more of the
following characteristics would be considered over the entire range of security
market capitalizations:
a) A low price to earnings ratio (PE)
b) A low price to book value (PBV)
c) A low price to cash flow ratio (PCF)
d) A low price to sales ratio (PS)
e) A low price earnings to growth (PGE)
f) An above average dividend yield
g) Has a low corporate debt
h) Insiders and/or the company itself are purchasing its stock
i) The stock selling price is signifigantly below its previous high
Investment in American Depository Receipts (ADR's), representing foreign
companies traded on American Stock Exchanges that meet one or more of the
above characteristics will also be considered.
Investments in bonds will be restricted to convertible debt issues of securities
meeting one or more of the above characteristics or are believed to offer higher
total returns (interest plus capital appreciation) than normally expected from
such securities.
COMPARISON OF DIFFERENT INVESTMENT STRATGIES
The O'Higgins Fund cannot vary from its defined investment strategy. The
proposed strategies are more flexible allowing faster response to changing
market climates, the ability to purchase ADR's, bonds and stocks over the
entire range of market capitalizations. These changes in investment strategies
are believed to be possible to offer a higher return on investments to
shareholders than the O'Higgins Fund has produced since inception in January
1998.
O'HIGGINS FUND CURRENT PRINCIPAL INVESTMENT RISKS
Risks associated with the Fund's performance will be those due to broad market
declines and business risks from difficulties that occur to paticular companies
while in the Fund's portfolio or the effect of interest rates on its debt secur-
ity holdings. The Fund's approach of either being in stocks or short-term US
Treasury Notes or long-term US Zero Coupon Bonds could impact total returns or
- 5 -
principal by being in the wrong type of security at the wrong time. Also, the
methodology used that had worked well in theory in past markets is untried in
future markets. It, therefore, must be realized that there is no assurance the
method will be successful. Loss of money is a risk of investing in the Fund.
NEW PRINCIPAL INVESTMENT RISKS
In plain english, investors in this Fund as proposed may lose money. As with
the O'Higgins Fund, risks associated with the Fund's performance will be
those due to broad market declines and business risks from difficulties that
occur in paticular companies while in the Fund's portfolio or the effect of
interest rates on its debt securities. The planned Fund's risks of investment
are elaborated on in the following paragraphs.
Common Stock Risks: There are items that affect stocks prices in
general, such as changing economic conditions at home and abroad, wars, and in-
terest rates that may preclude the realization of stocks seeking their true
worth. Inclusion of small capitalization securities add risks that include less
ability to weather business downturns, more volitality in stock prices and fewer
product lines. Non-diversification also adds risk in that the Fund's assets
will be in a limited number of securities making its performance more
suscepitable to a single negative economic, political or regulatory occurrence.
In addition, although the Investment Adviser has managed individual investor
accounts under varying market conditions since 1986, it has not offered invest-
ment advice to a publicly offered mutual fund. Investors should be aware that
this effort is new, the Advisers may pick the wrong stocks and end up not
providing acceptable results.
Foreign Security Risks: Investments in foreign securities involve risks in
addition to domestic ones. These include but are not limited to such items as
currency variations, generally less stringent regulatory supervision and
changing political climate.
Bond Market Risks: Bonds are subjet to changes in value due to changes in
interest rates in general that are magnified the further the bond is from its
maturity date. In addition, individual companies that issue bonds may have
unforseen problems that affect their value including such things as changes
in credit ratings of the individual companies debt issues, country of origin and
bankrupcy. The inexperience of the Investment Adviser in offering investment
advice to a mutual fund whose shares are offered to the public may also not
produce acceptable results here.
COMPARISON OF DIFFERENT INVESTMENT RISKS
Both Funds have the risks discussed above that are associated with consentration
of assets because they perform as non-diversified funds. However, the selection
of investments by the proposed strategies cover a much broader spectrum of
securities without the time holding restrictions associated with the price of
gold or the interest rates of the 10 year AAA corporate bond yield. This is
believed to reduce the risks of investment if the proposed Fund strategies are
approved by this proxy.
Your Board of Directors recommend that you vote for the new Fund objectives and
strategies recomended in this INVESTMENT OBJECTIVES AND PRINCIPAL INVESTMENT
STRATEGIES proposal discussed above.
PROPOSAL #3: SELECTION OF A NEW INVESTMENT ADVISER
The Valley Forge Management Corp. (VFMC) has been the Fund's investment adviser
- 6 -
since inception. A contract that allowed VFMC to provide investment advice was
voted on by shareholders on January 1, 1998 and was unanimously renewed by the
Board of Directors on June 17, 2002. The Fund grew rapidly at first to reach
about three million in assets at the end of 1999. Redemptions started to reduce
the total assets in 2002 to the point where the Board and VFMC came to the con-
clusion that running a fund under these conditions with little chance for growth
in assets was unfair to shareholders and management because the ratio of expens-
es to total assets was approaching unsustainable levels.
A search uncovered the proposed adviser to the Fund, the Cornerstone Asset
Management Inc. (CAMCO) a Virginia Corporation practicing as an investment
adviser at 297 Herndon Parkway, Suite 302, Herndon, VA 29170. Details of CAMCO
given below are believed to reveal experience and size of operation sufficient
to grow the Fund's assets to a sustainable level. And examination of their
investmet objectives and strategies along with their associated investment risks
seemed acceptable. CAMCO would therefore replace VFMC as the Investment Adviser
to the Fund if this Proxy is approved by the sole shareholder and do so in a
friendly atmosphere for all concerned.
THE PROPOSED INVESTMENT ADVISER, CAMCO
CAMCO is registered under the Investment Company Act of 1940 and the individual
state securities agencies where the Adviser does business. It has had sixteen
years of experience in providing investment advice based on the principal
investment strategies presented under Proposal #2 above to individuals, retire-
ment plans, corporations and non-profit organizations. There are four
investment advisor representatives in CAMCO including:
a) Paul F. Berghaus is the President and majority shareholder of Cornerstone
Investment Group LTD (CIG) that owns 65 percent of CAMCO stock. He is also the
President and Treasurer of CAMCO. Mr. Berghaus has been active in the field of
financial services since 1965 and has served as portfolio and/or Investment
Adviser to individual clients since 1986. He holds a degree from The College of
William & Mary with graduate studies at George Washington University.
b) Dennis M. Connor is the Secretary and Vice President of and owns 10 percent
of CAMCO stock. He has been a principal manager for CAMCO's private managed
accounts since 1986. It is proposed that he would become president of the CAMCO
Investors Fund upon the successful conclusion of this proxy effort. Mr. Conner
holds a degree in History from Bob Jones University.
c) Eric B. Weitz is a Vice President of and owns 10 percent of CAMCO stock. He
has been a portfolio manager for CAMCO's private managed accounts since 1994.
Mr. Weitz holds a degree in Economics from the College of William & Mary.
d) Mr. Eric B Henning is a Vice President of and owns 10 percent pf CAMCO
stock.
e) Two other small independent shareholders of CAMCO include James T. Eckhard
and Thorbjorn Larson who own the remaining 5 percent of the outstanding shares.
The Board of Directors of CAMCO include Messrs. Berghaus, Connor, Henning and
Weitz.
AN AFFILIATED COMPANY, CIG
CIG is a local independently owned company and principal stockholder of CAMCO
that is the local independent office of Messrs Berghaus, Connor and Weitz who
act as individual registered representatives of Syndicated Capital Corp., a
member of SPIC & NASD and broker/dealer California Corporation. Neither CIG or
CAMCO are affiliated with Syndicated Capital Corp.
- 7 -
a) Mr. Berghaus is the President and Treasurer of CIG and owns 80 percent of its
shares.
b) Mr. Conner is a Vice President and Secretary of CIG.
c) Mr Weitz is a Vice President of CIG.
d) Five other small independent shareholders include James and Mary McIlvaine,
Phillip Miller, Steve P. Gaskins Stuart B. and Joyce Mitchell and James T. and
Marlene M. Eckhardt who own the remaining 20 percent of the outstanding shares.
The Board of Directors of CIG include Messrs. Paul f. Berghaus, Dennus M. Connor
and Eric B. Weitz.
PROPOSED CONTRACT TERMS
The Valley Forge Management Corporation, the current Investment Adviser received
$32,043 in management fees from the Fund in 2001 its last fiscal year (one
percent of the averaged assets payable monthly). The Investment Adviser will
charge no fees throughout this transition period. However, Mr. Klawans will
receive a fee from CAMCO for his services in preparing this proxy statement and
the following N-1A (Prospectus) filling required to offer the new Fund's
services to the public. The contract between VFMC and the Fund would be
terminated by the Board of Directors and VFMC personnel if the proposed change
in investment adviser is approved.
The contract terms between the present Investment Adviser, VFMC, and the Fund
will be used as is by the Fund and the new Investmment Adviser, CAMCO, if this
proxy statement is successfully concluded. The major term of the contract
repeats the one percent management fee charge for investment advice that will
not change. Other services provided by the new Investment Adviser, if any, will
all be provided at no additional charge. The contract may be terminated at any
time, without payment of a penality by the Board of Directors or by vote of a
majority of the outstanding shares of the Fund on not more than 60 days written
notice to the Investment Adviser.
Your Board of Directors recommend that you vote for CAMCO the new Investment
Adviser recomended in this SELECTION OF A NEW INVESTMENT ADVISER proposal
discussed above.
PROPOSAL #4: RENAME THE FUND
The first three proposals replace the Directors, Investment Objectives and Prin-
cipal Investment Strategies, and the Investment Adviser if selected by the cur-
rent sole shareholder. It is therefore requested that the name of the Fund be
changed to "CAMCO Investors Fund" by voting for this Proposal. However, even if
this Proposal is approved the first three Proposals must also be approved to
allow appropriate action to actually change the name.
Your Board of Directors recommend that you vote for the new name of the Fund to
be CAMCO Investors Fund in this RENAME THE FUND proposal discussed above.
SHAREHOLDER PROPOSALS
The Fund tentatively expects to hold its next annual meeting in August 2003.
Shareholder proposals may be presented at that meeting provided they are recei-
ved by the Fund not later than January 4, 2003 in accordance with Rule 14a-8
- 8 -
under the Securities & Exchange Act of 1934 which sets forth certain require-
ments.
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 meeting,
the proxies will be voted in accordance with the view of the Board of Directors.
- 9 -
PROXY - SOLICITED BY THE BOARD OF DIRECTORS
AN O'HIGGINS FUND SPECIAL MEETING OF SHAREHOLDERS NOVEMBER XX, 2002
The special meeting of THE O'HIGGINS FUND will be held November XX, 2002 at
1375 Anthony Wayne Dr. at 7:30 P.M. The undersigned hereby appoints Bernard B.
Klawans and/or William A. Texter as proxies to represent and to vote all shares
of the undersigned at the annual meeting of shareholders and all adjournments
therof, 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: IF NO DIRECTION IS
INDICATED AS TO A PROPOSAL, THE PROXIES SHALL VOTE FOR SUCH PROPOSAL. THE
PROXIES MAY VOTE AT THEIR DISCRETION ON ANY OTHER MATTER WHICH 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 Charles J. Bailey Richard Bruss
Keith P. Newman Malcolm R. Uffelman
2. Proposal to change the Investment Objectives and Principal Investment Strat-
egies of the Fund.
___ ___ ___
l___l FOR l___l AGAINST l___l ABSTAIN
3. Proposal to select a new Investment Adviser
___ ___ ___
l___l FOR l___l AGAINST l___l ABSTAIN
4. Proposal to change the name of the Fund to "CAMCO Investors Fund"
___ ___ ___
l___l FOR l___l AGAINST l___l ABSTAIN
Please mark, date, sign and return the proxy promptly in the enclosed envelope.
For joint registrations, both parties should sign.
Dated ___________________, 2002 _______________________
Shareholder's Signature
_______________________
Shareholder's Signature
You should review your address and note corrections below.