Item 6.        Indemnification of Directors and Officers.

                    The Maryland General Corporation Law (the “MGCL”) permits a Maryland corporation to include in its charter a provision limiting the liability of its directors and officers to the corporation and its stockholders for money damages except for liability resulting from (a) actual receipt of an improper benefit or profit in money, property or services or (b) active and deliberate dishonesty established by a final judgment as being material to the cause of action. Article ELEVENTH of the Articles of Incorporation of the Company, as amended (the “Charter”), contains such a provision which eliminates such liability to the fullest extent permitted by applicable law.

                    Article TWELFTH of the Charter and Article 5 of the By-Laws of the Company, as amended (the “By-Laws”), generally obligate the Company, to the fullest extent permitted by applicable law, including the MGCL and the Investment Company Act of 1940, as amended, to indemnify and pay or reimburse expenses incurred by any person who was or is involved in any manner, or is threatened to made so involved, in any proceeding by reason of the fact that such person (a) is or was a director or officer, or, at the option of the Board of Directors in any particular case, an employee or agent of the Company or (b) serves or served at the request of the Company any other enterprise as a director, officer, partner or trustee, or, at the option of the Board of Directors in any particular case, an employee or agent.

                    The MGCL requires a corporation (unless its charter provides otherwise, which the Charter does not) to indemnify a director or officer who has been successful, on the merits or otherwise, in the defense of any proceeding to which he or she is made a party by reason of his or her service in that capacity. The MGCL permits a corporation to indemnify its present and former directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made a party by reason of their service in those or other capacities unless it is established that (a) the act or omission of the director or officer was material to the matter giving rise to the proceeding and (i) was committed in bad faith or (ii) was the result of active and deliberate dishonesty, (b) the director or officer actually received an improper personal benefit in money, property or services or (c) in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful. However, under the MGCL, a Maryland corporation may not indemnify for an adverse judgment in a suit by or in the right of the corporation or for a judgment of liability on the basis that personal benefit was improperly received, unless in either case a court orders indemnification and then only for expenses. In addition, the MGCL permits a corporation to advance reasonable expenses to a director or officer upon the corporation’s receipt of (a) a written affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification by the corporation and (b) a written undertaking by him or her or on his or her behalf to repay the amount paid or reimbursed by the corporation if it shall ultimately be determined that the standard of conduct was not met.

                    The Company’s directors and officers are insured against certain liabilities for actions taken in such capacities.

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