REIMBURSEMENT AGREEMENT The Fund will reimburse officers and directors not affiliated with the Investment Adviser to compensate for travel expenses associated with performance of their duties. The Fund has no plans to, compensate officers and...

                           REIMBURSEMENT AGREEMENT


The  Fund  will  reimburse  officers  and  directors  not  affiliated with the
Investment  Adviser  to  compensate  for  travel  expenses  associated  with
performance of their duties.

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


                                     -9A-