Value Line U.S. Government Money Market Fund Inc Sample Contracts

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Dated as of: Between
Custodian Agreement • February 24th, 1999 • Value Line Cash Fund Inc • Massachusetts
INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 28th, 2011 • Value Line U.S. Government Money Market Fund Inc

AGREEMENT made as of the 23rd day of December 2010, between VALUE LINE U.S. GOVERNMENT MONEY MARKET FUND, INC., a Maryland corporation (hereinafter called “the Fund”), and EULAV ASSET MANAGEMENT, a Delaware statutory trust (hereinafter called “the Company”);

Fee Waiver Agreement
Fee Waiver Agreement • February 26th, 2010 • Value Line U.S. Government Money Market Fund Inc

EULAV Asset Management, LLC. (the “Adviser”) and Value Line Securities, Inc. (the “Distributor”) each agree to extend the following fee waivers: Value Line Larger Companies Fund, Inc.: The Distributor waives .25% of the Rule 12b-1 fee for the period May 1, 2010-April 30, 2011. Value Line Fund, Inc.: On the first $100 million of the Fund’s average daily net assets, the Adviser waives .10% of the advisory fee; on any additional assets, the Adviser waives .15% of the advisory fee, in each instance for the period May 1, 2010-April 30, 2011. The Distributor waives .25% of the Rule 12b-1 fee for the period May 1, 2010-April 30, 2011. Value Line U.S. Government Money Market Fund, Inc.: The Distributor waives .25% of the Rule 12b-1 fee for the period May 1, 2010-April 30, 2011. Value Line Strategic Asset Management Trust: The Distributor waives .15% of the Rule 12b-1 fee for the period May 1, 2010-April 30, 2011. Value Line Centurion Fund, Inc.: The Distributor waives .15% of the Rule 12-1 fee

DISTRIBUTOR'S AGREEMENT Between THE VALUE LINE CASH FUND, INC. and VALUE LINE SECURITIES, INC.
Distributor's Agreement • February 24th, 1999 • Value Line Cash Fund Inc
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Investment Advisory Agreement • February 24th, 1999 • Value Line Cash Fund Inc
12b-1 Fee Waiver Agreement
Value Line Cash Fund Inc • April 27th, 2007
Fee Waiver Agreement
Fee Waiver Agreement • April 29th, 2009 • Value Line Cash Fund Inc

EULAV Asset Management, LLC. (the “Adviser”) and Value Line Securities, Inc. (the “Distributor”) each agree to extend the following fee waivers:

Fee Waiver Agreement
Fee Waiver Agreement • April 28th, 2008 • Value Line Cash Fund Inc
AGREEMENT AND PLAN OF REORGANIZATION AND LIQUIDATION
Agreement and Plan of Reorganization and Liquidation • June 25th, 2012 • Daily Income Fund • New York

This Agreement is intended to be and is adopted as a “plan of reorganization” within the meaning of the regulations under Section 368(a)(1)(C) of the United States Internal Revenue Code of 1986, as amended (the “Code”). The reorganization (the “Reorganization”) will consist of (1) the transfer of all of the assets of the Acquired Fund to the Acquiring Fund in exchange solely for (A) the issuance of the Acquiring Fund’s Institutional Service Class shares of beneficial interest, par value $.01 per share, equal to the net asset value represented by such shares (“Acquiring Fund Shares”) to the Acquired Fund and (B) the assumption by the Acquiring Fund of all of the Assumed Liabilities (as defined below) of the Acquired Fund as described herein, and (2) the distribution, on or promptly after the Closing Date hereinafter referred to, of the Acquiring Fund Shares to the shareholders of the Acquired Fund in liquidation and dissolution of the Acquired Fund as provided herein, all upon the terms

AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF REORGANIZATION AND LIQUIDATION
Agreement and Plan of Reorganization and Liquidation • August 29th, 2012 • Daily Income Fund

THIS AMENDMENT dated as of August 27, 2012, to the Agreement and Plan of Reorganization and Liquidation, dated as of June 21, 2012 (the “Agreement”) is entered into by and between Value Line U.S. Government Money Market Fund, Inc., a Maryland corporation (the “Acquired Fund”), and Daily Income Fund, a Massachusetts business trust (the “Trust”), on behalf of the U.S. Government Portfolio, a series of the Trust (the “Acquiring Fund”).

DISTRIBUTION AGREEMENT
Distribution Agreement • February 28th, 2011 • Value Line U.S. Government Money Market Fund Inc

VALUE LINE U.S. GOVERNMENT MONEY MARKET FUND, INC. (the “Fund”), a Maryland corporation, is registered as an Investment Company under the Investment Company Act of 1940 and an indefinite number of shares of its capital stock have been registered under the Securities Act of 1933 to be offered continuously for sale to the public in accordance with terms and conditions set forth in the Prospectus included in such Registration Statement as it may be amended from time to time.

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