Value Line Small Cap Opportunities Fund, Inc. Sample Contracts

Dated as of: Between
Custodian Agreement • May 28th, 1999 • Value Line Small Cap Growth Fund Inc • Massachusetts
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INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • May 31st, 2011 • Value Line Emerging Opportunities Fund Inc

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

Between
Distribution Agreement • May 28th, 1999 • Value Line Small Cap Growth Fund Inc
WITNESSETH:
Investment Advisory Agreement • May 28th, 1999 • Value Line Small Cap Growth Fund Inc
Restated Expense Limitation Agreement for Institutional Class Shares
Expense Limitation Agreement • July 31st, 2019 • Value Line Small Cap Opportunities Fund, Inc. • New York

This RESTATED EXPENSE LIMITATION AGREEMENT, dated June 20, 2019, by and among EULAV Asset Management (the “Adviser”), EULAV Securities LLC (the “Distributor”), and each fund identified and from time to time set forth on Schedule A attached hereto (each, a “Fund”), restates the Expense Limitation Agreement, dated September 14, 2017, as amended and/or restated from time to time, to incorporate amendments thereto dated December 12, 2018 and May 1, 2019 (as restated on this date, the “Agreement”).

MASTER AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • November 29th, 2017 • Value Line Small Cap Opportunities Fund, Inc.

AMENDMENT (this “Amendment”) dated as of December 15, 2017 between each of the Value Line funds set forth on Schedule I to this Agreement (each, a “Fund”) and EULAV Asset Management, a Delaware statutory trust (the “Company”).

ADMINISTRATION AGREEMENT
Administration Agreement • July 31st, 2007 • Value Line Emerging Opportunities Fund Inc • Massachusetts

Agreement dated as of March 14, 2005 by and among State Street Bank and Trust Company, a Massachusetts trust company (the “Administrator”), the Value Line Funds listed on Schedule A (each, a “Fund” and collectively, the “Funds”) and Value Line, Inc. (the “Adviser”).

DISTRIBUTION AGREEMENT Between VALUE LINE EMERGING OPPORTUNITIES FUND, INC. and EULAV SECURITIES, LLC
Distribution Agreement • May 31st, 2011 • Value Line Emerging Opportunities Fund Inc

corporation, is registered as an Investment Company under the Investment Company Act of 1940 and has registered an indefinite number of shares of common stock under the Securities Act of 1933, Registration Number 33-56028, 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.

TRANSFER AGENCY AND SERVICE AGREEMENTS
Agency and Service Agreements • July 30th, 2020 • Value Line Small Cap Opportunities Fund, Inc.

This Amendment to each of the Transfer Agency and Service Agreements, as amended, listed on Exhibit 1 hereto (each an “Agreement”), between DST Asset Manager Solutions, Inc. (“DST AMS”) and Value Line entities listed on Exhibit 1 hereto (individually, each a “Fund” and collectively the “Funds”) entered into on this 12th day of December, 2019 and made effective as of November 1, 2019 (the “Effective Date”). In accordance with the respective amendment section of each Agreement, the parties desire to amend the Agreement as set forth herein.

Amended and Restated Expense Limitation Agreement for Institutional Class Shares
Expense Limitation Agreement • July 29th, 2022 • Value Line Small Cap Opportunities Fund, Inc. • New York

This AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT, dated August 1, 2022 (this “Agreement”), by and among EULAV Asset Management (the “Adviser”), and each fund identified and from time to time set forth on Schedule A attached hereto (each, a “Fund”), amends and restates the Restated Expense Limitation Agreement, dated June 20, 2019, as amended and/or restated from time to time (the “Prior Agreement”), to reflect the amendment of Schedule A.

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