1500 Forest Avenue, Suite 223, P.O. Box 8687, Richmond, Va. 23226
800-527-9500 * 804-285-8211 * FAX 804-285-8251
December 8, 1997
Filing Desk
U.S. Securities & Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: Rupay-Barrington Total Return Fund, Inc.
File Number 811-08516 and 033-79068
Gentlemen:
Transmitted herewith for electronic filing, please find enclosed
pursuant to Rule 497(e), a copy of the Supplement to the Prospectus dated April
28, 1997, for the Rupay-Barrington Total Return Fund, f/k/a Valley Forge Capital
Holdings Total Return Fund,
Inc.
This Supplement No. 2 dated December 8, 1997 is to advise shareholders
of the change in the names of the Fund, the Fund's Distributor, Investment
Advisor and Sponsor; information regarding the resignation of two of the Fund's
directors and persons appointed to fill the vacancies created by the
resignations as well as the appointment of an additional director to fill an
existing vacancy; information related to the Fund's Annual Meeting of
Stockholders and certain non-substantive clarifications to information contained
in the Prospectus.
Please direct questions and comments relating to this filing to
Kristine Hemlock at 312-207-6423.
Sincerely,
/s/ John Pasco, III
John Pasco, III
Commonwealth Shareholder Services, Inc.
Fund Administrator
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SUPPLEMENT NO. 2
DATED DECEMBER 8, 1997
TO THE PROSPECTUS OF RUPAY-BARRINGTON TOTAL RETURN FUND, INC.
(f/k/a VALLEY FORGE CAPITAL HOLDINGS TOTAL RETURN FUND, INC.)
DATED APRIL 28, 1997
This Supplement No. 2 is provided for the purpose of supplementing the
prospectus of Rupay-Barrington Total Return Fund, Inc. f/k/a Valley Forge
Capital Holdings Total Return Fund, Inc. (the "Fund") dated April 28, 1997 (the
"Prospectus"). This Supplement No. 2 expands upon, amends, modifies and
supersedes certain information contained in the Prospectus and consolidates
and/or supersedes certain information included in Supplement No. 1 dated October
15, 1997. This Supplement No. 2 must be read in conjunction with the Prospectus.
Unless otherwise defined, capitalized terms used herein shall have the same
meanings as in the Prospectus. Supplement No. 2 contains information regarding a
change of the name of the Fund, the Fund's Distributor, Investment Advisor and
Sponsor; information regarding the resignation of two of the Fund's directors
and persons appointed to fill the vacancies created by the resignations as well
as the appointment of an additional director to fill an existing vacancy;
information related to the Fund's Annual Meeting of Stockholders and certain
non-substantive clarifications to information contained in the Prospectus.
The Fund's Annual meeting of Stockholders was held on November 21, 1997
for the purpose of electing directors to serve until the next annual meeting of
the stockholders or until their successors are elected and qualified.
Additionally, stockholders were asked to vote on proposals to change the name of
the Fund to Rupay-Barrington Total Return Fund, Inc. and to ratify the
appointment of Tait, Weller & Baker as the Fund's independent accountants for
the fiscal year ending December 31, 1997. Stockholders of record as of October
15, 1997 were entitled to vote on these proposals at the annual meeting of the
stockholders. A proxy statement related to this meeting was filed with the
Securities and Exchange Commission and was distributed to the Fund's
Stockholders on or about October 23, 1997. Each of these proposals was approved
by a majority of the Stockholders. On November 26, 1997, Articles of Amendment
were filed on behalf of the Fund and the Fund's name change was made effective.
The name of the Fund's Distributor has been changed to Rupay- Barrington
Securities Corporation effective as of June 9, 1997; the name of the Fund's
Investment Advisor has been changed to Rupay- Barrington Advisors, Inc.
effective as of September 12, 1997; and the name of the Fund's Sponsor has been
changed to Rupay-Barrington Financial Group, Inc., effective as of June 9, 1997.
On September
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27, 1997, two of the Fund's four independent directors, Messrs. Dougal MacDonald
and Mr. Yves Chiai, resigned as directors of the Fund. The Board of Directors
met on September 27, 1997 and appointed three new independent directors to serve
until the next annual meeting of the stockholders or until their successors have
been elected and shall have been qualified. The names of the newly appointed
directors and biographical information for each of these directors is as
follows:
Bradley D. Newman has been Property Tax Agent for Union Pacific
Resources Group, Fort Worth, TX, since 1986. He is a certified public
accountant, and a member of both the Council of Petroleum Accountant's Society
and the Institute of Professionals
in Taxation.
Glen Wilkerson has held various sales and sales management positions
with Hormel Food Corporation, Austin MN, for the past 33 years.
Judy A. Champine has been Vice President and Co-Owner of Town Center
Gallery, Novi, MI, since 1992. From 1991 to 1992, she served as the Graphic
Services Manager of the National Board for Professional Teaching Standards,
Detroit, MI.
Frederick A. Wolf and Ronald Greenfield continued as directors of the Fund
until the Annual Meeting of the Stockholders held on November 21, 1997. Mr.
Greenfield did not stand for re-election.
Due to a clerical error in the section of the Fund's Prospectus
entitled "Offering Price and Summary of Fund Expenses," the first line item
under the heading "Amount of Single Sale at Offering Price" is incorrect. This
line item should read - "Less than $50,000." All other information contained in
this section shall remain as originally stated in the Prospectus.
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