Exhibit - d Reimbursement Agreements At present the Frank Value Fund has no plans for compensating officers and directors of the corporation. As the Fund grows in total assets, the Board of Directors may pay directors' travel expenses and compensate...

                                Exhibit - d



                           Reimbursement Agreements

At present the Xxxxx Value Fund has no plans for compensating officers
and directors of the corporation. As the Fund grows in total assets, the Board
of Directors may pay directors' travel expenses and compensate officers and dir-
ectors of the corporation commensurate with their duties.

The Fund has no  plans to  compensate officers, employes and directors who are
affiliated with the Investment Adviser  except indirectly through payment of the
management fee.









































                                     - 1 -