NOTICE OF ANNUAL MEETING
TO BE HELD AUG. 11, 1998
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
11, 1998 at 7:30 PM for the following purposes.
1) To elect seven (7) 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 Landsburg, Platt, Raschiatore and
Dalton as independent public accounts to audit & certify financial state-
ments of the Fund for the fiscal year ending December 31, 1998.
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 16, 1998 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.
<PAGE>
PROXY STATEMENT
VALLEY FORGE FUND, INC.
Valley Forge, Pa. 19481 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, 1998.
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 16, 1998, the date of record, there were 1,049,158 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
There are seven (7) nominees listed below who have consented to serve as direct-
ors, 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 06/01/98 Class
Bernard B. Klawans 1971 President 59,382 5.6
77 Valley Forge Fund, Inc.
* President Valley Forge, Pa.
(1)
Dr. Gerd H. Dahl 1976 Dir. Agr Chem Research 3,003 0.3
67 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 1,288 shares held outright, 1,395 shares in an IRA and 160 shares
each held in custodianship for daughters, Karen and Laura.
- 1 -
<PAGE>
Directors Principal Occupation # Shares % of
Name & Age Since Past Five Years 06/01/98 Class
(1)
Victor J. Belanger 1978 VP & Chief Oper Officer 13,942 1.3
56 Linearizer Tech, Inc.
Robbinsville, NJ.
(2)
Dr Thomas A. Fosnocht 1995 Dr. of Dental Surgery 55,493 5.3
56 Retired
Paoli, Pa.
(3)
Dr. James P. King 1971 President 1,667 0.2
64 Desilube Technology Inc.
Lansdale, Pa
(4)
Donald A. Peterson 1997 Program Manager 15,804 1.5
57 Lockheed Martin
King of Prussia, Pa
(5)
William A. Texter 1992 Mgr Corp Nuclear Quality 2,606 0.2
51 Peco Energy Co.
Philadelphia, Pa
1) Includes 69 shares held outright, 12,237 shares in IRA's, 258 shares held
in custodianships for father, Francis V. Belanger, 890 shares for son
Victor Belanger II and 488 shares for Daughter, Suzanne Belanger.
2) Includes 1,136 shares held in Joint Tenancy with his wife Mary L. Fosnocht
and 54,357 shares in an IRA.
3) Held in a Living Trust DTD August 2, 1994.
4) Includes 3,621 shares held in an IRA and 12,183 shares held in Joint Tenan-
cy with his wife Donna M. Peterson.
5) 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 1997. Mr. Peterson was elected to
replace Dr. Miller in December 1997. Mr. Belanger attended 3 and Dr. Fosnocht
attended 5. Dr's Dahl & King and Messers Klawans & Texter attended all 6.
Principal Executive Officers
Name Age Executive Office & Tenure
Bernard B. Klawans 77 President since 1971 (inception)
Dr. Gerd H. Dahl 67 Secretary since 1985
Nancy W. Klawans 77 Treasurer since 1973
Officers are elected by the Board of Directors for a term of one year.
- 2 -
<PAGE>
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 151,897 shares beneficially, directly and
indirectly or 14.4% 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, 1997, the
Fund paid $29,719 in brokerage commissions. Brokerage commissions were $17,324
in 1996 and $14,717 in 1995. 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, Lands-
burg, Platt, Raschiatore and Dalton CPA's, to audit and certify financial state-
ments of the Fund for the year 1998. In connection with the audit function,
Landsburg, Platt, Raschiatore and Dalton 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 Landsburg,
Platt, Raschiatore and Dalton. Neither Landsburg, Platt, Raschiatore and Dalton
nor any of its partners have any direct or material indirect financial interest
in the Fund. During the fiscal year ended December 31, 1997 Landsburg, Platt,
Paschiatore and Dalton provided no non-auditing services to the Fund.
- 3 -
<PAGE>
A representative of Landsburg, Platt, Raschiatore and Dalton will not be present
at the meeting unless requested by a shareholder (either in writing or by tele-
phone) in advance of the meeting. Such requests should be directed to the se-
cretary of the Fund.
SHAREHOLDER PROPOSALS
The Fund tentatively expects to hold its next annual meeting in August 1999.
Shareholder proposals may be presented at that meeting provided they are receiv-
ed by the Fund not later then January 4, 1999 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.
- 4 -
<PAGE>
PROXY- SOLICITED BY THE BOARD OF DIRECTORS
VALLEY FORGE FUND - ANNUAL MEETING OF SHAREHOLDERS AUG. 11, 1998
The annual meeting of the VALLEY FORGE FUND will be held Aug. 11, 1998 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 Thomas A Fosnocht Dr James P King Donald A. Peterson
William A Texter
2. Proposal to ratify the selection of Landsburg, Platt, Reschiatore and Dalton
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, 1998.
___ ___ ___
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 ___________________, 1998
________________________
Shareholder's Signature
_________________________
Shareholder's Signature
Please review your address and note corrections below.
