VALLEY FORGE CAPITAL HOLDINGS TOTAL
RETURN FUND, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
November 21, 1997
TO THE STOCKHOLDERS
VALLEY FORGE CAPITAL HOLDINGS
TOTAL RETURN FUNDS, INC.
Notice is hereby given that an annual meeting of stockholders of Valley
Forge Capital Holdings Total Return Fund, Inc. will be held on November 21, 1997
at 9:00 a.m., local time, at the offices of Rupay-Barrington Financial Group,
Inc., 1000 Ballpark Way, Suite 302, Arlington, Texas 76011 for the following
purposes:
1. To elect a Board of four Directors to serve until the next annual
meeting or until their successors shall have been elected and
qualified.
2. To approve a change of the name of the Fund to Rupay-Barrington
Total Return Funds, Inc.
3. To ratify the action of the Board of Directors in selecting Tait,
Weller & Baker as auditors to examine the books and financial
statements of Valley Forge Capital Holdings Total Return Fund, Inc.
for the period commencing January 1, 1997 and ending December 31,
1997.
4. To transact such other business as may properly be brought before
the meeting.
Stockholders of record at the close of business on October 15, 1997 will
be entitled to vote at the meeting. We hope that you will attend the meeting,
but if you cannot do so, please fill in and sign the enclosed proxy, and return
it in the accompanying envelope as promptly as possible. Any stockholder
attending can vote in person even though a proxy has already been returned.
In order to save your Fund the additional expense of further solicitation,
please be kind enough to complete and return your proxy card today.
Ftitz Bensler
President
October ____, 1997
<PAGE>
VALLEY FORGE CAPITAL HOLDINGS TOTAL
RETURN FUND, INC.
------------------
PROXY STATEMENT
This Proxy Statement is furnished in connection with the
solicitation by or on behalf of the Board of Directors of Valley Forge Capital
Holdings Total Return Fund, Inc. (the "Fund") for use at an Annual Meeting for
Stockholders (the "Annual Meeting") to be held at the offices of
Rupay-Barrington Financial Group, Inc., 1000 Ballpark Way, Suite 302, Arlintgon,
Texas 76011, on November 21, 1997 at 9:00 a.m., local time.
Proxy Solicitation
All proxies in the enclosed form which are properly executed and returned
to the Fund will be voted as provided therein at the Annual Meeting or at any
adjournments thereof. A stockholder executing and returning a proxy has the
power to revoke it an any time before it is exercised by giving written notice
of such revocation to the Secretary of the Fund. Signing and mailing the proxy
will not affect your right to give a later proxy or to attend the Annual Meeting
and vote your shares in person. Proxies which abstain are counted to determine
the presence of a quorum. Broker non-votes are not counted.
The Board of Directors intends to bring before the meeting the matters set
forth in items 1, 2 and 3 in the Notice of Annual Meeting of Stockholders that
accompanies this Proxy Statement. The persons named in the enclosed proxy and
acting thereunder will vote with respect to Items 1, 2 and 3 in accordance with
the directions of the stockholder as specified on the proxy card. If no choice
is specified, the shares will be voted (i) FOR election of the four (4)
directors named in Item 1; (ii) FOR approval to change the name of the Fund to
Rupay-Barrington Total Return Fund, Inc, in Item 2; and (iii) FOR ratification
of Tait, Weller & Baker as auditors in Item 3. If any other matters are properly
presented to the meeting for action, it is intended that the persons named in
the enclosed Proxy and acting thereunder will vote in accordance with the views
of management thereon. This Proxy Statement and form of Proxy are being first
sent to stockholders on or about October _____, 1997.
With respect to the election of Directors (Item 1), provided there is a
quorum at the meeting, the affirmative vote of a majority of the votes, validly
cast is required to elect each of the four (4) nominees. The affirmative vote of
a majority of all shares outstanding is required for the approval of the name
change (Item 2) and the affirmative vote of a majority of the votes cast at the
meeting is required for the ratification of the selection of auditors (Item 3).
<PAGE>
The Fund will bear the entire cost of preparing, printing and mailing this
Proxy statement, the Proxies and any additional materials which may be furnished
to stockholders. Solicitations may be undertaken by mail, telephone, telegraph
and personal contact. The Annual Report of the Fund for its fiscal year ending
December 31, 1996 has been mailed to stockholders. The Fund will furnish,
without charge, a copy of the 1996 Annual report and the Fund's Semi-Annual
Report succeeding the Annual Report, to stockholders upon request by calling
1-800-688-1688.
Voting Securities and Principal Holders Thereof
Holders of Common Stock of the Fund of record at the close of business on
October 15, 1997 will be entitled to vote at the Annual meeting or any
adjournment thereof. As of October 15, 1997, the Fund has outstanding _______
shares of Common Stock. The stockholders are entitled to one vote per share on
all business to come before the meeting. The officers and directors of the Fund
as a group beneficially own, in the aggregate, less than 1% of the outstanding
Common Stock of the Fund.
ITEM 1 - ELECTION OF DIRECTORS
At the Annual meeting, four (4) Directors are to be elected to hold office
until the next annual meeting or until their successors are elected and shall
have been qualified. With the exception of Frederick A. Wolf, who has served as
a director of the Fund since March 31, 1996, none of the nominees was a member
of the Board before being appointed on September 27, 1997 to fill an exiting
vacancy as well as vacancies created by the concurrent resignations of Messrs.
Dougal McDonald and Yves Chiai who had served from February 24, 1995 and May 8,
1995, respectively. Ronald N. Greenfield, a director of the Fund since February
24, 1995 is not standing for re-election. Each nominee has consented to serve if
elected. If any nominee for any reason becomes unable to serve, the persons
named as proxies will vote for the election of such other persons as they
believe will carry on the present policies of the Fund and as they deem to be
qualified. The ages, principal occupations during the past five years and
certain other affiliations of the nominees, the amount of stock owned
beneficially, directly or indirectly, in the Fund and the years they first
became Directors of the Fund are as follows:
<PAGE>
Shares
Owned
Beneficially
Age ( ) Principal First Directly or Percent
Occupation & Other Became Indirectly at
Name & Address Affiliations Director 10/15/97 10/15/97
- -----------------------------------------------------------------
Frederick A Wolf (44) Treasurer 3/31/96 { } **
Rupay-Barrington of the Fund
Investment 3/9/96 to present,
Advisory Chief Portfolio
Services, Inc. Manager for Rupay
2000 Town Center Barrington
Suite 1400 Investment Advisory
Southfield, MI Services, Inc., an
affiliate of Rupay
Barrington Financial
Group, Inc. 1/24/97
to present, member
of the Detroit Society
of Financial Analysis
and the American
Finance Association.
Bradley D Newman* (38) Property Tax 9/27/97 { } **
5429 Dana Point Agent for Union
Drive, Arlintgon, Pacific Resources
TX 76017 Group, Fort Worth,
TX, 1986-present,
certified public
accountant; member of
Council of Petroleum
Accountant's Society
and Institute of Pro-
fessionals in Taxation
Glen Wilkerson* (59) Various Sales 9/27/97 { } ** 5518 Oak Branch and sales
management Drive, Arlington, positions with Hormel TX 76016 Food Corporation,
Austin, MN for 33
years
Judy a Champine* (51) Vice President 9/27/97 3516 Beagle Drive and Co-Owner,
Town Commerce, MI Center Gallery, Novi, 48382 MI, 1992 to present;
Graphic Services Manager-National Board for Professional
Teaching Standards, Detoit, MI 1991 to 1992.
<PAGE>
* Designates member of the Audit Committee
** Represents less than 1%
All directors are elected to terms of one year or until their successors
are duly elected and qualified. All directors also may be reached %
Rupay-Barrington Financial Group, Inc., 1000 Ballpark Way, Suite 302, Arlintgon,
Texas 76011. The Board of Directors held four regular meetings in fiscal year
1996. No director standing for re-election attended less than 75% of the
meetings held while he was a director.
Unless instructed by the stockholders to refrain from so voting, it is the
intention of the persons named as proxies to vote for election of the four
nominees listed above as Directors. Provided that a quorum is present, a
plurality of votes validly cast at the meeting is required to elect the
Directors. THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE FOR ALL NOMINEES.
OTHER REMUNERATION AND AFFILIATIONS
OF OFFICERS AND DIRECTORS
Directors of the Fund who are not considered "interested persons" (as
defined in the Investment Company Act of 1940) of the Fund currently do not
receive any compensation for their attendance at meetings of the Board of
Directors, but may in the future receive a fee for their services. Executive
officers of the Fund and directors of the Fund who are considered "interested
persons" (presently, only Mr. Wolf, a Director and Mr. Bensler, President) do
not receive compensation from the Fund.
ITEM 2 - APPROVAL OF NAME CHANGE
The Board of Directors has approved Articles of Amendment to the Articles
of Incorporation of the Fund (the "Amendment") which would change the Fund's
name from Valley Forge Capital Holdings Total Return Fund, Inc. to
"Rupay-Barrington Total Return Fund, Inc." To be effective, Maryland Corporate
law requires that the Amendment be approved by a majority of the outstanding
shares of the Fund.
The proposed change of name does not reflect any change in the manner in
which the Fund conducts its activities. Rather, the Board believes that by
changing the name to "Rupay-Barrington Total Return Fund, Inc." investors will
be able to better identify the fund with its advisor and the Fund's sponsor and
distributor all of which recently changed their name to include the
"Rupay-Barrington designation.
For the reasons set forth above, the Board believes that it is
in the interest of the Fund to change its corporate name to Rupay-
Barrington Total Return Fund, Inc. and THE BOARD RECOMMENDS THAT
STOCKHOLDERS VOTE FOR THE AMENDMENT OF THE ARTICLES TO CHANGE THE
<PAGE>
NAME OF THE FUND.
ITEM 3- RATIFICATION OF APPOINTMENT OF AUDITORS
At a meeting held on September 27, 1997, the Board of Directors, including
a majority of those Directors who are not interested persons of the Fund,
selected Tait, Weller & Baker as auditors to examine the Fund's books and
securities and to certify from time to time the Fund's financial statements for
the period January 1, 1997 to December 31, 1997 subject to ratification of such
selection by the stockholders of the Fund. That firm has no direct or indirect
material interest in the Fund. Representatives of Tait, Weller & Baker are
expected to be present at the Annual Meeting with the opportunity to make a
statement if they desire to do so, and they will be available to respond to
appropriate questions. Deloitte & Touche, LLP served as independent auditors for
the Fund for the fiscal years ending December 31, 1995 and 1996.
The Board of Directors has established an Audit Committee to
evaluate financial management, meet with the auditors, and deal
with other matters of a financial nature that they deem
appropriate. Members of the Audit Committee are Ms. Champine and
Messrs. Newman and Wilkerson.
The favorable vote of a majority of the voting securities represented at
the Annual Meeting is necessary for the ratification of the selection of Tait,
Weller & Baker as the Fund's independent accountant for the year ending December
31, 1997.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE SELECTION OF TAIT,
WELLER & BAKER.
INVESTMENT MANAGEMENT SERVICES
Rupay-Barrington Advisors, Inc. f/k/a Valley Forge Advisors, Inc. (the
"Investment Advisor"), 3551 S. Monaco Parkway, #116, Denver, CO 80237, a wholly
owned subsidiary of Rupay-Barrington Financial Group, Inc. ("Rupay-Barrington"),
manages the investments of the Fund under a Management Agreement (the
"Management Agreement") dated February 24, 1995, which was approved by the
stockholders on that date for a period of two years. The Management Agreement,
which was amended on March 28, 1995 and on May 8, 1995, has since been continued
for one year ending February 23, 1998. Such action was ratified by the Board at
its September 27, 1997 meeting.
The Management Agreement provides that the Investment Advisor shall
supervise and manage the Fund's investments and shall determine the Fund's
portfolio transactions, subject to periodic review and ratification by the Board
of Directors. The Investment Advisor is also responsible for effecting all
securities transactions with respect to the Fund's portfolio on behalf of the
Fund, including the negotiation of commissions and the allocation
<PAGE>
of principal business and portfolio brokerage.
Pursuant to the Management Agreement, the Investment Advisor will manage
the assets of the Fund in accordance with its stated objective, policies and
restrictions (subject to the supervision of the Fund's Board of Directors and
officers). The Investment Advisor will also keep certain books and records in
connection with its services to the Fund, and furnish facilities required by the
Fund for investment activities. The Investment Advisor has also authorized any
of its directors, officers and employees who have been elected as directors or
officers of the Fund to serve in the capacities in which they have been elected
or appointed without consideration. Services furnished by the Investment Advisor
under the Management Agreement may be furnished through any such directors,
officers and employees.
The Investment Advisor also administers the Fund's general business
affairs subject to the supervision of the Fund's Board of Directors and its
officers. The Investment Advisor, through Commonwealth Shareholder Services,
Inc. ("CSS") and certain of CSS's affiliates will furnish the Fund with ordinary
clerical, administrative, accounting and bookkeeping services, including
facilities for the completion of these activities.
As compensation for its services the Investment Advisor receives a
management fee, computed daily and payable monthly, at the annualized rate of
.80% of the Fund's average daily net assets (the "Management Fee"). For the
fiscal year ended December 31, 1996, the Investment Advisor had accrued but had
not yet received $26,828 in Management Fees from the Fund. See, however, the
discussion of the expense reimbursement due from the Advisor, below.
The Management Agreement between the Fund and the Investment Advisor
provides that the Fund will bear all expenses of its operations not specifically
assumed by the Investment Advisor. In the interest of limiting the expenses of
the Fund during its initial period of operation, Valley Forge Capital has agreed
to bear any expenses for the Fund's first five years of operations, which would
cause the Fund's ratio of operating expenses to average net assets to exceed
1.95%. In any year following such five-year period, the Fund's expenses will not
be subject to limitation. For the purpose of determining whether the Fund is
entitled to reimbursement, the expenses of the Fund are calculated on a monthly
basis. If the Fund is entitled to reimbursement, that month's Management Fee
will be reduced or postponed, with any adjustment made after the end of the
year. An expense reimbursement of $154,468 was required for the fiscal year
ended December 31, 1996.
The present Management Agreement will continue in effect from year to year
only if such continuance is approved annually by a majority vote of (i) the
Fund's Board or (ii) by a vote of a majority of the outstanding voting
securities of the Fund; provided that in order to give effect to such
continuance the Management
<PAGE>
Agreement, in either case, must also be approved by the vote of a majority of
the directors who are not parties to the Management Agreement or interested
persons (as such term is defined in the Investment Company Act of 1940) of any
party to the Management Agreement, voting in person at a meeting called for the
purpose of voting on such approval. The Management Agreement may be terminated
at any time without penalty by the Fund's Board or by a majority vote of the
outstanding shares of the Fund, or by the Investment Advisor, in each instance
on not less than 60 days written notice and shall automatically terminate in the
event of its assignment.
DISTRIBUTION AND BROKERAGE
Rupay-Barrington also owns 100% of Rupay-Barrington Securities Corporation
(f/k/a Valley Forge Distributors, Inc.), which serves as the Fund's distributor
(the "Distributor"). The Distributor currently does not, but may in the future,
effect portfolio transactions for the Fund. For the Fund's fiscal year ended
December 31, 1996, none of the Fund's aggregate dollar amount of portfolio
transactions involving the payment of brokerage commissions were effected by
Rupay-Barrington.
Portfolio transactions will be placed with a view to receiving best price
and execution. In addition, the Investment Advisor seeks to pay commission rates
which are reasonable in relation to those paid by other similar institutional
investors. The Investment Advisor periodically checks the rates of commission
being paid by the Fund to brokers to ascertain that they are competitive with
those charged by other brokers for similar services and to similar institutional
accounts. Transactions may also be placed with brokers who provide research and
brokerage services. Research and brokerage services may include (a) advice,
furnished either directly or through publications or writing in other media, as
to the value of securities, the advisability of investing in securities, or the
availability of securities or purchasers or sellers of securities; (b) analyses
and reports concerning issuers, industries, securities, economic factors and
trends, portfolio strategy, or the performance of accounts; or (c) effecting
securities transactions or performing related functions (such as clearance,
settlement and custody).
The Management Agreement authorizes the Investment Advisor to place
portfolio transactions for the Fund and permits the Investment Advisor to cause
the Fund to pay commissions on such transactions, when executed through
non-affiliated brokers, which are greater than another broker or dealer might
charge if the Investment Advisor, in good faith, determines that the commissions
paid are reasonable in relation to the research or brokerage services provided
by the broker, when viewed in terms of either a particular transaction or the
Investment Advisor's overall responsibilities to the Fund and other investment
accounts over which the Investment Advisor exercises investment discretion.
<PAGE>
PROXY
VALLEY FORGE CAPITAL HOLDINGS TOTAL RETURN FUND, INC.
THE PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
THE UNDERSIGNED HEREBY APPOINTS FRITZ BENSLER AND DIXON HOLMAN AS PROXIES, EACH
WITH THE POWER TO APPOINT HIS SUBSTITUTE; AND HEREBY AUTHORIZES THEM, OR ANY OF
THEM, TO REPRESENT AND VOTE ALL THE SHARES OF COMMON STOCK OF VALLEY FORGE
CAPITAL HOLDINGS TOTAL RETURN FUND, INC. HELD OF RECORD BY THE UNDERSIGNED ON
OCTOBER , 1997 AT AN ANNUAL MEETING OF STOCKHOLDERS ON NOVEMBER , 1997, OR ANY
ADJOURNMENT THEREOF:
Please check this box if you plan to attend the meeting
1. On the Election of Directors: FOR all nominees listed (except as
marked to the contrary below)
WITHHOLD AUTHORITY to vote for all
nominees listed below
ABSTAIN
Frederick A. Wolf Bradley D. Newman Glen Wilkerson Judy Champine
(Instruction: to withhold authority to vote for any individual nominees,
place a line through nominee's name.)
2. On approval of the change of name to Rupay-Barrington Total Return Fund, Inc.
FOR AGAINST ABSTAIN
3. On verification of the selection of Tait, Weller & Baker as auditors for the
period January 1, 1997 through December 31, 1997.
FOR AGAINST ABSTAIN
4. In their discretion, upon the transaction of any other matters which may
properly come before the meeting or any adjournment thereof.
The shares represented by this proxy, when properly executed, will be voted as
specified in the foregoing items 1, 2 and 3 by the undersigned stockholder(s).
If no direction is made, this proxy will be voted (i) FOR the election of the
four (4) nominees for directors names in the proxy statement; (ii) FOR the
approval of the name change; and (iii) FOR the ratification of the selection of
Tait, Weller & Baker, and is the discretion of the management as to any other
matter which may come before the meeting.
[ ]
Name
[ ] (Signature(s) of Stockholder(s)
Dated:
Please sign exactly as the name
appears below. When shares are
held by joint tenants, both
should sign. When signing as
attorney, executor,
administrator, trustee or
guardian, please give full title
as such. If a corporation,
please sign the corporate name
by the President or other
authorized officer. If a
partnership, please sign in the
partnership name by an
authorized person.
<PAGE>
COMMONWEALTH SHAREHOLDER SERVICES, INC.
1500 Forest Avenue, Suite 223, Richmond, Va. 23229
804-285-8211 * (800)-527-9500 * Fax 804-285-8251
FILED VIA EDGAR
October 6, 1997
Filing Desk
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: Valley Forge Capital Holdings Total Return Fund, Inc.
File Nos 033-79068 and 811-08516
Gentlemen:
Pursuant to the requirements of Rule 14a-g(a) under the Securities
Exchange Act of 1934, submitted electronically via the EDGAR system, is a
preliminary copy of the proxy statement, notice of meeting and form of proxy to
be furnished to shareholders of the above-referenced Fund in connection with a
special meeting of shareholders.
At the special meeting, shareholders will vote to elect four (4) directors
of the Fund, change the name of the Fund to Rupay-Barrington Total Return Fund,
Inc. and change the accountant for the Fund to Tait, Weller & Baker.
Please direct questions and comments relating to this filing to Kristine
Hemlock at 312-207-6423.
Sincerely,
/s/ John Pasco,III
John Pasco, III
President and Chairman
<PAGE>
