485BPOS

Reg. No. 811-01932

File No. 002-43674

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Pre-Effective Amendment No.o

Post-Effective Amendment No. 48 x

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

Amendment No. 36

VALLEY FORGE FUND, INC.

(Exact Name of Registrant as Specified in Charter)

3741 Worthington Road

Collegeville, PA  19426-3431

(Address of Principal Executive Office) (Zip Code)

Registrant’s Telephone Number, including Area Code: 1-800-869-1679 

Agent: Mutual Shareholder Services, LLC
8000 Town Centre Drive

Suite 400

Broadview Heights, OH  44147

Approximate Date of Proposed Public Offering:

It is proposed that this filing will become effective (check appropriate box)

ýImmediately upon filing pursuant to paragraph (b)

¨on March 16, 2014 pursuant to paragraph (b)

o 60 days after filing pursuant to paragraph (a)(i)

oon [date] pursuant to paragraph (a)(1) of rule 485

o 75 days after filing pursuant to paragraph (a)(ii) of Rule 485

oon pursuant to paragraph (a)(2) of Rule 485

oon pursuant to paragraph (a)(3) of Rule 485

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 , as amended, and the Investment Company Act of 1940, as amended, The Valley Forge Fund certifies that it meets all of the requirements for effectiveness of this registrations statement under rule 485(b) under the Securities Act and has duly caused this Post-Effective Amendment No. 48 to the Registration Statement on Form N-1A to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of  Collegeville, State of Pennsylvania, on the 20th day of March, 2014.

                                 Valley Forge Fund, Inc.

                                 By: /s/ Donald A. Peterson

                                 Donald A. Peterson, President

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to the Registrant's Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

     Signature                      Title                Date

/s/Donald A. Peterson                                                03/20/14

Donald A. Peterson         Director and President

/s/ Lauren P. Tornetta                                                03/20/14

Lauren P. Tornetta          Director and Secretary-Treasurer

/s/ Robert F. Franciose                                             03/20/14

Robert F Franciose          Director and Chairman of the Board

/s/ Robert M. McGinnis                                           03/20/14

Robert M. McGinnis       Director

/s/ Robert W. Mohollen                                           03/20/14

Robert W. Mohollen        Director

Exhibit Index

Index No.

Description of Exhibit

EX-101.INS

XBRL Instance Document

EX-101.SCH

XBRL Taxonomy Extension Schema Document

EX-101.CAL

XBRL

Taxonomy Extension Calculation Linkbase

EX-101.DEF

XBRL Taxonomy Extension Definition Linkbase

EX-101.LAB

XBRL Taxonomy Extension Labels Linkbase

EX-101.PRE

XBRL Taxonomy Extension Presentation Linkbase

XML

Label

Element

Value

Risk/Return:

rr_RiskReturnAbstract

Document Type

dei_DocumentType

485BPOS

Document Period End Date

dei_DocumentPeriodEndDate

Dec. 31, 2013

Registrant Name

dei_EntityRegistrantName

Valley Forge Fund Inc

Central Index Key

dei_EntityCentralIndexKey

0000102681

Amendment Flag

dei_AmendmentFlag

false

Prospectus Date

rr_ProspectusDate

Mar. 16, 2014

Valley Forge Fund Inc

Risk/Return:

rr_RiskReturnAbstract

Objective [Heading]

rr_ObjectiveHeading

Investment Objectives

Objective, Primary [Text Block]

rr_ObjectivePrimaryTextBlock

The Valley Forge Fund, Inc. seeks capital appreciation.

Expense [Heading]

rr_ExpenseHeading

Fees and Expenses of the Fund

Expense Narrative [Text Block]

rr_ExpenseNarrativeTextBlock

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

Shareholder Fees Caption [Text]

rr_ShareholderFeesCaption

Shareholder Fees (fees paid directly from your investment)

Operating Expenses Caption [Text]

rr_OperatingExpensesCaption

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

Portfolio Turnover [Heading]

rr_PortfolioTurnoverHeading

Portfolio Turnover

Portfolio Turnover [Text Block]

rr_PortfolioTurnoverTextBlock

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio).  A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account.  These costs, which are not reflected in annual Fund’s operating expenses or in the Example, affect the Fund's performance.  During the 2013 fiscal year, the Fund's portfolio turnover rate was 51.6% of the average value of its portfolio.

Portfolio Turnover, Rate

rr_PortfolioTurnoverRate

51.60%

Expense Example [Heading]

rr_ExpenseExampleHeading

Example

Expense Example Narrative [Text Block]

rr_ExpenseExampleNarrativeTextBlock

This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.

The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods.  The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same.  Although your actual costs may be higher or lower, based upon these assumptions your costs would be:

Strategy [Heading]

rr_StrategyHeading

Principal Investment Strategies

Strategy Narrative [Text Block]

rr_StrategyNarrativeTextBlock

The Fund’s principal investment strategy is value investing. The Fund invests in common stock of U.S. companies that the Fund’s Adviser, Boyle Capital Management, LLC., believes are underpriced based on the company’s intrinsic value. Security selections recommended by the Investment Adviser include companies that have shown a general upturn in earnings accompanied by dividend increases. The Adviser also recommends companies that either lead or are in the process of becoming leaders in their fields. On occasion, companies will be recommended because research and discussions with management indicate that the stock price appears to be significantly undervalued.

The four categories that the investment Adviser evaluates in order to value a company and its securities, are as follows: Business Economics, Management Abilities, Financial Condition and Stock Price. The Fund is willing to invest in the securities of companies with small, medium, or large capitalizations. In other words, the Fund is open to a large set of public companies so that it may find stocks with the exceptional traits that the Fund desires.

Risk [Heading]

rr_RiskHeading

Principal Investment Risks

Risk Narrative [Text Block]

rr_RiskNarrativeTextBlock

As with all mutual funds, there is the risk that you could lose money through your investment in the Fund.  Many factors affect the Fund’s net asset value and performance.

Management Risk. The main risk of investing in the Fund is that the Adviser’s strategy of investing in undervalued securities may fail. The Adviser may be incorrect in its assessment of the intrinsic value of the companies in which the Fund invests, or value stocks may be out of favor with investors. The Fund may under perform and you may lose money

Common Stock Risk. The Fund invests the majority of its assets in common stocks. Historically, common stocks are more volatile than other securities such as bonds. The common stock of a company that experiences financial distress may lose significant value or become worthless. The rights of common stockholders are subordinate to all other claims on a company’s assets including debt holders and preferred stock holders; therefore the Fund could lose money if a company in which it invests becomes financially distressed.

Small and Medium Capitalization Stock Risk. The value of a small or medium capitalization company stocks may be subject to more abrupt or erratic market movements than those of larger, more established companies or the market averages in general.

Market Risk Disclosure. Overall stock market risks may also affect the value of the Fund. Factors such as domestic economic growth and market conditions, interest rate levels and political events affect the securities markets. The value of the Fund will fluctuate and you could lose money by investing in the Fund.

Issuer-Specific Risks. The price of an individual security can be more volatile than the market as a whole and can fluctuate differently than the market as a whole.  An individual issuer’s securities can rise or fall dramatically with little or no warning based upon such things as a better (or worse) than expected earnings report, news about the development of a promising product or service, or the loss of key management personnel.

Sector Risk. If the Fund’s portfolio is over weighted in a certain sector, any negative development affecting that sector will have a greater impact on the Fund than it would have on a fund that is not over weighted in that sector. The Fund may from time to time have a greater focus in certain sectors and weakness in those sectors could result in losses to the Fund.

Non-Diversification Risk. The Fund is non-diversified. This means that the Fund may not own as many securities as a diversified mutual fund of the same size. Non-diversification gives the Fund more flexibility to focus its investments in the most attractive companies identified by the Adviser. However, due to the smaller number of security holdings, the appreciation or depreciation of a single stock may have a greater impact on the Fund’s share price. As a result, this investment strategy can produce more fluctuation in the Fund’s value than a diversified mutual fund.

Value Risk. The prices of, and the income generated by, the common stocks, bonds and other securities held by the Fund may decline in response to certain events taking place around the world, including those directly involving the issuers of securities held by the Fund; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; governmental or governmental agency responses to economic conditions; and currency, interest rate and commodity price fluctuations.

Risks of Foreign Securities. There are risks in investing in foreign securities not typically involved in domestic investing. An investment in foreign securities may be affected by changes in currency rates and in exchange control regulations. Foreign companies are frequently not subject to the accounting and financial reporting standards applicable to domestic companies, and there may be less information available about foreign issuers. There is frequently less government regulation of foreign issuers than in the United States.

In addition, investments in foreign countries are subject to the possibility of expropriation or confiscatory taxation, political or social instability or diplomatic developments that could adversely affect the value of those investments. There may also be imposition of withholding taxes. Foreign financial markets may have less volume and longer settlement periods than U.S. markets which may cause liquidity problems for the Fund. In addition, costs associated with transactions on foreign markets are generally higher than for transactions in the U.S. These risks generally are greater for investments in securities of companies in emerging markets, which are usually in the initial stages of their industrialization cycle.

Obligations of foreign governmental entities are subject to various types of governmental support and may or may not be supported by the full faith and credit of a foreign government. The Fund’s investments, if any, in emerging markets can be considered speculative, and therefore may offer greater potential for gains and losses than investments in developed markets of the world. Investing in emerging market countries may entail purchasing securities issued by or on behalf of entities that are insolvent, bankrupt, in default or otherwise engaged in an attempt to reorganize or reschedule their obligations, and in entities that have little or no proven credit rating or credit history. With respect to any emerging country, there may be a greater potential for nationalization, expropriation or confiscatory taxation, political changes, government regulation, social instability or diplomatic developments (including war) which could affect adversely the economies of such countries or investments in such countries. Foreign ownership limitations also may be imposed by the charters of individual companies in emerging market countries to prevent, among other concerns, violation of foreign investment limitations. The economies of developing countries generally are heavily dependent upon international trade and, accordingly, have been and may continue to be adversely affected by trade barriers, exchange or currency controls, managed adjustments in relative currency values and other protectionist measures imposed or negotiated by the countries with which they trade. These economies also may have been, and may continue to be, adversely affected by economic conditions in the countries with which they trade.

Currency Risks. The U.S. dollar value of securities denominated in a foreign currency will vary with changes in currency exchange rates, which can be volatile. Accordingly, changes in the value of the currency in which the Fund’s investments are denominated relative to the U.S. dollar will affect the Fund’s net asset value (“NAV”). Exchange rates are generally affected by the forces of supply and demand in the international currency markets, the relative merits of investing in different countries and the intervention or failure to intervene of U.S. or foreign governments and central banks. However, currency exchange rates may fluctuate based on factors intrinsic to a country’s economy. Some emerging market countries also may have managed currencies, which are not free floating against the U.S. dollar. In addition, emerging markets are subject to the risk of restrictions upon the free conversion of their currencies into other currencies. Any devaluations relative to the U.S. dollar in the currencies in which the Fund’s securities are quoted would reduce the Fund’s NAV per share.

Risk Lose Money [Text]

rr_RiskLoseMoney

As with all mutual funds, there is the risk that you could lose money through your investment in the Fund.

Bar Chart and Performance Table [Heading]

rr_BarChartAndPerformanceTableHeading

Performance

Performance Narrative [Text Block]

rr_PerformanceNarrativeTextBlock

The bar chart and performance table below show the variability of the Fund’s returns, which is some indication of the risks of investing in the Fund. The bar chart shows performance of No-Load shares of the Fund for each full calendar year since 2002. The performance table compares the performance of the No-Load shares of the Fund over time to the performance of a broad-based securities market index. You should be aware that the Fund’s past performance (before and after taxes) may not be an indication of how the Fund will perform in the future.  Updated performance information is available at no cost by calling 1-800-869-1679.

Performance Availability Phone [Text]

rr_PerformanceAvailabilityPhone

800-869-1679

Performance Past Does Not Indicate Future [Text]

rr_PerformancePastDoesNotIndicateFuture

You should be aware that the Fund’s past performance (before and after taxes) may not be an indication of how the Fund will perform in the future.

Bar Chart [Heading]

rr_BarChartHeading

No-Load Annual Total Return for Calendar Years Ended December 31

Annual Return 2002

rr_AnnualReturn2002

(7.89%)

Annual Return 2003

rr_AnnualReturn2003

25.91%

Annual Return 2004

rr_AnnualReturn2004

5.40%

Annual Return 2005

rr_AnnualReturn2005

(1.84%)

Annual Return 2006

rr_AnnualReturn2006

10.12%

Annual Return 2007

rr_AnnualReturn2007

2.83%

Annual Return 2008

rr_AnnualReturn2008

(20.05%)

Annual Return 2009

rr_AnnualReturn2009

28.40%

Annual Return 2010

rr_AnnualReturn2010

13.35%

Annual Return 2011

rr_AnnualReturn2011

0.08%

Annual Return 2012

rr_AnnualReturn2012

1.67%

Annual Return 2013

rr_AnnualReturn2013

26.58%

Bar Chart Closing [Text Block]

rr_BarChartClosingTextBlock

Best Quarter:         3rd Quarter 2009       16.51%

Worst Quarter:      2nd Quarter 2002      (14.98)%

Highest Quarterly Return, Label

rr_HighestQuarterlyReturnLabel

Best Quarter:

Highest Quarterly Return, Date

rr_BarChartHighestQuarterlyReturnDate

Sep. 30, 2009

Highest Quarterly Return

rr_BarChartHighestQuarterlyReturn

16.51%

Lowest Quarterly Return, Label

rr_LowestQuarterlyReturnLabel

Worst Quarter:

Lowest Quarterly Return, Date

rr_BarChartLowestQuarterlyReturnDate

Jun. 30, 2002

Lowest Quarterly Return

rr_BarChartLowestQuarterlyReturn

(14.98%)

Performance Table Heading

rr_PerformanceTableHeading

Performance Table

Average Annual Total Returns for 1, 5, and 10 Years

(For period ended December 31, 2013)

Performance Table Uses Highest Federal Rate

rr_PerformanceTableUsesHighestFederalRate

After-tax returns were calculated using the historical highest individual federal marginal income tax rates

Performance Table Not Relevant to Tax Deferred

rr_PerformanceTableNotRelevantToTaxDeferred

after-tax returns shown are not relevant to investors who hold shares of the Fund through tax-deferred arrangements, such as 401(k) plans or Individual Retirement Accounts (IRAs).

Performance Table Closing [Text Block]

rr_PerformanceTableClosingTextBlock

The inception date of the Fund’s No-Load share is March 17, 1971.

After-tax returns were calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold shares of the Fund through tax-deferred arrangements, such as 401(k) plans or Individual Retirement Accounts (IRAs).

Valley Forge Fund Inc | -Comparison Index- Standard & Poor's 500 Index

Risk/Return:

rr_RiskReturnAbstract

1 Year

rr_AverageAnnualReturnYear01

32.39%

^[2]

5 Years

rr_AverageAnnualReturnYear05

17.93%

^[2]

10 Years

rr_AverageAnnualReturnYear10

7.40%

^[2]

Valley Forge Fund Inc | Valley Forge Fund Inc

Risk/Return:

rr_RiskReturnAbstract

Maximum Sales Charge (Load) Imposed on Purchases (as a % of offering price)

rr_MaximumSalesChargeImposedOnPurchasesOverOfferingPrice

none

Maximum Deferred Sales Charge (Load) (as a % of the lower of original purchase price or redemption proceeds)

rr_MaximumDeferredSalesChargeOverOther

none

Maximum Sales Charge (Load) Imposed on Reinvested Dividends and other Distributions

rr_MaximumSalesChargeOnReinvestedDividendsAndDistributionsOverOther

none

Redemption Fee (as a % of a amount redeemed, if applicable){neg}

rr_RedemptionFeeOverRedemption

none

Exchange Fee

rr_ExchangeFee

none

Management Fees

rr_ManagementFeesOverAssets

1.00%

Distribution and/or Service (12b-1) Fees

rr_DistributionAndService12b1FeesOverAssets

none

Other Expenses Administration and Daily Operations (Fund's Operations Manager)

rr_OtherExpensesOverAssets

0.20%

Service Provider and Miscellaneous Fees

rr_AcquiredFundFeesAndExpensesOverAssets

0.57%

Total Annual Fund Operating Expenses

rr_ExpensesOverAssets

1.77%

Fee Waiver

rr_FeeWaiverOrReimbursementOverAssets

(0.25%)

^[1]

Total Annual Fund Operating Expenses After Fee Waiver

rr_NetExpensesOverAssets

1.52%

Expense Example, with Redemption, 1 Year

rr_ExpenseExampleYear01

155

Expense Example, with Redemption, 3 Years

rr_ExpenseExampleYear03

533

Expense Example, with Redemption, 5 Years

rr_ExpenseExampleYear05

936

Expense Example, with Redemption, 10 Years

rr_ExpenseExampleYear10

2,063

1 Year

rr_AverageAnnualReturnYear01

26.58%

5 Years

rr_AverageAnnualReturnYear05

13.40%

10 Years

rr_AverageAnnualReturnYear10

5.80%

Valley Forge Fund Inc | Valley Forge Fund Inc | Return After Taxes on Distributions

Risk/Return:

rr_RiskReturnAbstract

1 Year

rr_AverageAnnualReturnYear01

20.16%

5 Years

rr_AverageAnnualReturnYear05

11.62%

10 Years

rr_AverageAnnualReturnYear10

4.54%

Valley Forge Fund Inc | Valley Forge Fund Inc | Return After Taxes on Distributions and Sale of Fund Shares

Risk/Return:

rr_RiskReturnAbstract

1 Year

rr_AverageAnnualReturnYear01

16.46%

5 Years

rr_AverageAnnualReturnYear05

10.08%

10 Years

rr_AverageAnnualReturnYear10

4.18%

[1] The total, negotiated Management (Adviser) Fee is 1.00%, however, the Adviser has contractually agreed to a twelve-month waiver of 0.25% of the totally agreed upon fee of 1.00%, resulting in a Net Management Fee of 0.75% through May 28, 2015.

[2] The S and P 500 Index is an unmanaged market capitalization-weighted index of 500 of the largest capitalized U.S. domiciled companies. Index returns assume reinvestment of dividends. Unlike the Fund's returns, however, they do not reflect any fees or expenses. An investor cannot invest directly in an index.

XML

Valley Forge Fund Inc

Investment Objectives

The Valley Forge Fund, Inc. seeks capital appreciation.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

Shareholder Fees (fees paid directly from your investment)

Shareholder Fees (USD $)	Valley Forge Fund Inc
Maximum Sales Charge (Load) Imposed on Purchases (as a % of offering price)	none
Maximum Deferred Sales Charge (Load) (as a % of the lower of original purchase price or redemption proceeds)	none
Maximum Sales Charge (Load) Imposed on Reinvested Dividends and other Distributions	none
Redemption Fee (as a % of a amount redeemed, if applicable)	none
Exchange Fee	none

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

Annual Fund Operating Expenses		Valley Forge Fund Inc
Management Fees		1.00%
Distribution and/or Service (12b-1) Fees		none
Other Expenses Administration and Daily Operations (Fund's Operations Manager)		0.20%
Service Provider and Miscellaneous Fees		0.57%
Total Annual Fund Operating Expenses		1.77%
Fee Waiver	[1]	(0.25%)
Total Annual Fund Operating Expenses After Fee Waiver		1.52%

Example

This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.

The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods.  The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same.  Although your actual costs may be higher or lower, based upon these assumptions your costs would be:

Expense Example (USD $)	Expense Example, with Redemption, 1 Year	Expense Example, with Redemption, 3 Years	Expense Example, with Redemption, 5 Years	Expense Example, with Redemption, 10 Years
Valley Forge Fund Inc	155	533	936	2,063

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio).  A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account.  These costs, which are not reflected in annual Fund’s operating expenses or in the Example, affect the Fund's performance.  During the 2013 fiscal year, the Fund's portfolio turnover rate was 51.6% of the average value of its portfolio.

Principal Investment Strategies

The Fund’s principal investment strategy is value investing. The Fund invests in common stock of U.S. companies that the Fund’s Adviser, Boyle Capital Management, LLC., believes are underpriced based on the company’s intrinsic value. Security selections recommended by the Investment Adviser include companies that have shown a general upturn in earnings accompanied by dividend increases. The Adviser also recommends companies that either lead or are in the process of becoming leaders in their fields. On occasion, companies will be recommended because research and discussions with management indicate that the stock price appears to be significantly undervalued.

The four categories that the investment Adviser evaluates in order to value a company and its securities, are as follows: Business Economics, Management Abilities, Financial Condition and Stock Price. The Fund is willing to invest in the securities of companies with small, medium, or large capitalizations. In other words, the Fund is open to a large set of public companies so that it may find stocks with the exceptional traits that the Fund desires.

Principal Investment Risks

As with all mutual funds, there is the risk that you could lose money through your investment in the Fund.  Many factors affect the Fund’s net asset value and performance.

Management Risk. The main risk of investing in the Fund is that the Adviser’s strategy of investing in undervalued securities may fail. The Adviser may be incorrect in its assessment of the intrinsic value of the companies in which the Fund invests, or value stocks may be out of favor with investors. The Fund may under perform and you may lose money

Common Stock Risk. The Fund invests the majority of its assets in common stocks. Historically, common stocks are more volatile than other securities such as bonds. The common stock of a company that experiences financial distress may lose significant value or become worthless. The rights of common stockholders are subordinate to all other claims on a company’s assets including debt holders and preferred stock holders; therefore the Fund could lose money if a company in which it invests becomes financially distressed.

Small and Medium Capitalization Stock Risk. The value of a small or medium capitalization company stocks may be subject to more abrupt or erratic market movements than those of larger, more established companies or the market averages in general.

Market Risk Disclosure. Overall stock market risks may also affect the value of the Fund. Factors such as domestic economic growth and market conditions, interest rate levels and political events affect the securities markets. The value of the Fund will fluctuate and you could lose money by investing in the Fund.

Issuer-Specific Risks. The price of an individual security can be more volatile than the market as a whole and can fluctuate differently than the market as a whole.  An individual issuer’s securities can rise or fall dramatically with little or no warning based upon such things as a better (or worse) than expected earnings report, news about the development of a promising product or service, or the loss of key management personnel.

Sector Risk. If the Fund’s portfolio is over weighted in a certain sector, any negative development affecting that sector will have a greater impact on the Fund than it would have on a fund that is not over weighted in that sector. The Fund may from time to time have a greater focus in certain sectors and weakness in those sectors could result in losses to the Fund.

Non-Diversification Risk. The Fund is non-diversified. This means that the Fund may not own as many securities as a diversified mutual fund of the same size. Non-diversification gives the Fund more flexibility to focus its investments in the most attractive companies identified by the Adviser. However, due to the smaller number of security holdings, the appreciation or depreciation of a single stock may have a greater impact on the Fund’s share price. As a result, this investment strategy can produce more fluctuation in the Fund’s value than a diversified mutual fund.

Value Risk. The prices of, and the income generated by, the common stocks, bonds and other securities held by the Fund may decline in response to certain events taking place around the world, including those directly involving the issuers of securities held by the Fund; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; governmental or governmental agency responses to economic conditions; and currency, interest rate and commodity price fluctuations.

Risks of Foreign Securities. There are risks in investing in foreign securities not typically involved in domestic investing. An investment in foreign securities may be affected by changes in currency rates and in exchange control regulations. Foreign companies are frequently not subject to the accounting and financial reporting standards applicable to domestic companies, and there may be less information available about foreign issuers. There is frequently less government regulation of foreign issuers than in the United States.

In addition, investments in foreign countries are subject to the possibility of expropriation or confiscatory taxation, political or social instability or diplomatic developments that could adversely affect the value of those investments. There may also be imposition of withholding taxes. Foreign financial markets may have less volume and longer settlement periods than U.S. markets which may cause liquidity problems for the Fund. In addition, costs associated with transactions on foreign markets are generally higher than for transactions in the U.S. These risks generally are greater for investments in securities of companies in emerging markets, which are usually in the initial stages of their industrialization cycle.

Obligations of foreign governmental entities are subject to various types of governmental support and may or may not be supported by the full faith and credit of a foreign government. The Fund’s investments, if any, in emerging markets can be considered speculative, and therefore may offer greater potential for gains and losses than investments in developed markets of the world. Investing in emerging market countries may entail purchasing securities issued by or on behalf of entities that are insolvent, bankrupt, in default or otherwise engaged in an attempt to reorganize or reschedule their obligations, and in entities that have little or no proven credit rating or credit history. With respect to any emerging country, there may be a greater potential for nationalization, expropriation or confiscatory taxation, political changes, government regulation, social instability or diplomatic developments (including war) which could affect adversely the economies of such countries or investments in such countries. Foreign ownership limitations also may be imposed by the charters of individual companies in emerging market countries to prevent, among other concerns, violation of foreign investment limitations. The economies of developing countries generally are heavily dependent upon international trade and, accordingly, have been and may continue to be adversely affected by trade barriers, exchange or currency controls, managed adjustments in relative currency values and other protectionist measures imposed or negotiated by the countries with which they trade. These economies also may have been, and may continue to be, adversely affected by economic conditions in the countries with which they trade.

Currency Risks. The U.S. dollar value of securities denominated in a foreign currency will vary with changes in currency exchange rates, which can be volatile. Accordingly, changes in the value of the currency in which the Fund’s investments are denominated relative to the U.S. dollar will affect the Fund’s net asset value (“NAV”). Exchange rates are generally affected by the forces of supply and demand in the international currency markets, the relative merits of investing in different countries and the intervention or failure to intervene of U.S. or foreign governments and central banks. However, currency exchange rates may fluctuate based on factors intrinsic to a country’s economy. Some emerging market countries also may have managed currencies, which are not free floating against the U.S. dollar. In addition, emerging markets are subject to the risk of restrictions upon the free conversion of their currencies into other currencies. Any devaluations relative to the U.S. dollar in the currencies in which the Fund’s securities are quoted would reduce the Fund’s NAV per share.

Performance

The bar chart and performance table below show the variability of the Fund’s returns, which is some indication of the risks of investing in the Fund. The bar chart shows performance of No-Load shares of the Fund for each full calendar year since 2002. The performance table compares the performance of the No-Load shares of the Fund over time to the performance of a broad-based securities market index. You should be aware that the Fund’s past performance (before and after taxes) may not be an indication of how the Fund will perform in the future.  Updated performance information is available at no cost by calling 1-800-869-1679.

No-Load Annual Total Return for Calendar Years Ended December 31

Best Quarter:         3rd Quarter 2009       16.51%

Worst Quarter:      2nd Quarter 2002      (14.98)%

Performance Table

Average Annual Total Returns for 1, 5, and 10 Years

(For period ended December 31, 2013)

Average Annual Total Returns		1 Year	5 Years	10 Years
Valley Forge Fund Inc -Comparison Index- Standard & Poor's 500 Index	[1]	32.39%	17.93%	7.40%
Valley Forge Fund Inc		26.58%	13.40%	5.80%
Valley Forge Fund Inc Return After Taxes on Distributions		20.16%	11.62%	4.54%
Valley Forge Fund Inc Return After Taxes on Distributions and Sale of Fund Shares		16.46%	10.08%	4.18%

The inception date of the Fund’s No-Load share is March 17, 1971.

After-tax returns were calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold shares of the Fund through tax-deferred arrangements, such as 401(k) plans or Individual Retirement Accounts (IRAs).

[1] The total, negotiated Management (Adviser) Fee is 1.00%, however, the Adviser has contractually agreed to a twelve-month waiver of 0.25% of the totally agreed upon fee of 1.00%, resulting in a Net Management Fee of 0.75% through May 28, 2015.

[1] The S and P 500 Index is an unmanaged market capitalization-weighted index of 500 of the largest capitalized U.S. domiciled companies. Index returns assume reinvestment of dividends. Unlike the Fund's returns, however, they do not reflect any fees or expenses. An investor cannot invest directly in an index.