NOTICE OF ANNUAL MEETING
TO BE HELD AUG. 11, 1998
To the shareholders of The O'Higgins Fund
NOTICE IS HEREBY GIVEN that the Annual Meeting of The O'Higgins Fund will be
held at 1375 Anthony Wayne Drive, Wayne, Pennsylvania 19087 on August 11, 1998
at 8:00 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.
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PROXY STATEMENT
THE O'HIGGINS FUND
Wayne, Pa. 19087 Tel. 1-800-548-1942
Enclosed herewith is notice of an Annual Meeting of Shareholders of The O'Hig-
gins 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 the
Valley Forge Management Corporation.
The Fund has one class of capital stock all having equal voting rights. On June
16, 1998, the date of record, there were 68,006.197 shares outstanding, 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
(1)
Bernard B. Klawans 1998 President 19,938 29.32
77 Valley Forge Fund, Inc.
* President Valley Forge, Pa.
Dr. Gerd H. Dahl 1998 Dir. Agr Chem Research 30 0.04
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) All directors have been aboard sincs the Fund's inception, Jan. 30, 1998
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Directors Principal Occupation # Shares % of
Name & Age Since Past Five Years 06/01/98 Class
Victor J. Belanger 1998 VP & Chief Oper Officer 30 0.04
56 Linearizer Tech, Inc.
Robbinsville, NJ.
Dr Thomas A. Fosnocht 1998 Dr. of Dental Surgery 0 0.00
56 Retired
Paoli, Pa.
(1)
Dr. James P. King 1998 President 30 0.04
64 Desilube Technology Inc.
Lansdale, Pa
(2)
Donald A. Peterson 1998 Program Manager 30 0.04
57 Lockheed Martin
King of Prussia, Pa
(3)
William A. Texter 1998 Mgr Corp Nuclear Quality 30 0.04
51 Peco Energy Co.
Philadelphia, Pa
1) Held in a Living Trust DTD Aug. 2, 1994
2) Held in Joint Tenancy with his wife, Donna M. Peterson
3) 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.
BOARD MEETINGS AND COMMITTEES
There has been one Board of Directors meeting in 1998. All directors attended.
PRINCIPAL EXECUTIVE OFFICIERS
Name Age Executive Office & Tenure
Bernard B. Klawans 77 President since inception
Dr. Gerd H. Dahl 67 Secretary since inception
Nancy W. Klawans 77 Treasurer since inception
The Board of Directors elects Officers for a term of one year.
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REMUNERATION OF DIRECTORS AND OFFICERS
Valley Forge Management Corporation (VFMC) is absorbing all expenses until there
are $2,500,000 in assets in the Fund. VFMC pays $49.50 a month to Dr. Dahl to
cover his miscellaneous expenses associated with services rendered as an officer
of the Fund. In addition, all directors except Dr. Dahl and Mr. Klawans are paid
$99 for expenses associated with each Directors' meeting they attend. The of-
ficers & directors of the Fund, as a group, own 20,087.696 shares beneficially,
directly and indirectly or 29.52% 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. Since inception in January 1998, the Fund has
purchased zero coupon 30 year US Treasury Bonds at the asked price with no com-
mission. The Board of Directors evaluates and reviews semiannualy the reason-
ableness of brokerage commissions paid.
PRINCIPAL SHAREHOLDERS
There are three (3) shareholders which holdings total more than five percent of
the Fund's shares. They are:
(1)
Peter J. Mazola 37,040 shares 54%
Bernard B. Klawans 19,938 shares 29%
James R. Clark 10,330 shares 15%
1) Includes 36,203 held outright and 837 shares in an IRA.
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.
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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 services to the Fund.
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.
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PROXY- SOLICITED BY THE BOARD OF DIRECTORS
THE O'HIGGINS FUND - ANNUAL MEETING OF SHAREHOLDERS AUG. 11, 1998
The annual meeting of THE O'HIGGINS FUND will be held Aug. 11, 1998 at 1375
Anthony Wayne Dr., Wayne, Pa. at 8:00 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.
