Exhibit 10ii REIMBURSEMENT AGREEMENT The Valley Forge Fund, Inc. reimburses officers and directors not affiliated with the Investment Adviser to compensate for travel expenses associated with performance of their duties. A total of $2,584 was paid in...

                                 Exhibit 10ii




                            REIMBURSEMENT AGREEMENT


The  Valley Forge Fund, Inc.  reimburses officers  and directors  not affiliated
with  the Investment Adviser to compensate for  travel expenses  associated with
performance of their duties.  A total of $2,584 was paid in this regard in 2002.
As the Fund grows in total assets, the Board of Directors may authorize salaries
commensurate with their duties.

The Fund does  not now, and has no  plans to  compensate  officers, employes and
directors  who  are  affiliated with  the Investment Adviser  except  indirectly
through payment of the management fee.