ADMINISTRATION AGREEMENT
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").
WHEREAS, each Fund is registered as an open-end, management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"), offering shares in one or more portfolios listed on Schedule A
(each such portfolio shall be included, as applicable, in the terms "Fund" or
"Funds" as used herein);
WHEREAS, the Funds desire to retain the Administrator to furnish
certain administrative services to the Funds, and the Administrator is willing
to furnish such services, on the terms and conditions hereinafter set forth; and
WHEREAS, the Adviser serves as the investment adviser to each Fund
and desires to enter into this Agreement for the limited purposes set forth in
Sections 5, 6, 7 and 13(d).
NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, the parties hereto agree as follows:
1. APPOINTMENT OF ADMINISTRATOR
The Funds hereby appoint the Administrator to perform the services
described herein with respect to the Funds for purposes of providing certain
administrative services for the period and on the terms set forth in this
Agreement. The Administrator accepts such appointment and agrees to render the
services stated herein.
In the event that the Funds wish to retain the Administrator to act
as administrator hereunder with respect to additional portfolios or funds
("Additional Funds") hereinafter established by the Funds or by other management
investment companies that are advised by the Adviser, the Administrator shall be
notified in writing. Upon written acceptance by the Administrator, such
Additional Fund shall become subject to the provisions of this Agreement to the
same extent as the existing Funds, except to the extent that such provisions
(including those relating to the compensation and expenses payable by the Funds)
may be modified with respect to each Additional Fund in writing by the
Additional Fund and the Administrator prior to the time of the addition of the
Additional Fund.
2. DELIVERY OF DOCUMENTS
Each Fund will promptly deliver to the Administrator copies of each
of the following documents and all future amendments and supplements, if any:
a. The Fund's Articles of Incorporation or Declaration of Trust,
as applicable, and by-laws;
b. The Fund's currently effective registration statement under
the Securities Act of 1933, as amended (the "1933 Act"), and
the 1940 Act and the Fund's Prospectus(es) and Statement(s) of
Additional Information relating to all portfolios and all
amendments and supplements thereto as in effect from time to
time;
c. Certified copies of the resolutions of the Board of
Directors/Trustees of the Fund (the "Board") authorizing (1)
the Fund to enter into this Agreement and (2) certain
individuals on behalf of the Fund to (a) give instructions to
the Administrator pursuant to this Agreement and (b) sign
checks and pay expenses;
d. A copy of the investment advisory agreement between the Fund
and the Adviser; and
e. Such other certificates, documents or opinions which the
Administrator may, in its reasonable discretion, deem
necessary or appropriate in the proper performance of its
duties.
3. REPRESENTATIONS AND WARRANTIES OF THE ADMINISTRATOR
The Administrator represents and warrants to each Fund that:
a. It is a Massachusetts trust company, duly organized and
existing under the laws of The Commonwealth of Massachusetts;
b. It has the corporate power and authority to carry on its
business in The Commonwealth of Massachusetts;
c. All requisite corporate proceedings have been taken to
authorize it to enter into and perform this Agreement;
d. No legal or administrative proceedings have been instituted or
threatened which would impair the Administrator's ability to
perform its duties and obligations under this Agreement; and
e. Its entrance into this Agreement shall not cause a material
breach or be in material conflict with any other agreement or
obligation of the Administrator or any law or regulation
applicable to it.
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4. REPRESENTATIONS AND WARRANTIES OF EACH FUND
Each Fund severally represents and warrants to the Administrator
that:
a. It is either a corporation or business trust, duly organized,
existing and in good standing under the laws of its state of
formation;
b. It has the corporate power and authority under applicable laws
and by its charter and by-laws to enter into and perform this
Agreement;
c. All requisite proceedings have been taken to authorize it to
enter into and perform this Agreement;
d. It is an investment company properly registered under the 1940
Act;
e. A registration statement under the 1933 Act and the 1940 Act
has been filed and will be effective and remain effective
during the term of this Agreement. Each Fund also warrants to
the Administrator that as of the effective date of this
Agreement, all necessary filings under the securities laws of
the states in which the Fund offers or sells its shares have
been made;
f. No legal or administrative proceedings have been instituted or
threatened which would impair the Fund's ability to perform
its duties and obligations under this Agreement;
g. Its entrance into this Agreement will not cause a material
breach or be in material conflict with any other agreement or
obligation of the Fund or any law or regulation applicable to
it;
h. As of the close of business on the date of this Agreement,
each Fund is authorized to issue shares of beneficial interest
or capital stock, as applicable, and it will initially offer
shares, in the authorized amounts as set forth in Schedule A
to this Agreement.;
i. Any person designated as an Authorized Person (as defined
below) has the corporate power and authority to act on behalf
of, and represent the interest of, each of the Funds.
5. REPRESENTATIONS AND WARRANTIES OF THE ADVISER
The Adviser represents and warrants to the Administrator that:
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a. It is a corporation duly organized, existing and in good
standing under the laws of its state of formation;
b. It has the corporate power and authority under applicable laws
and by its charter and by-laws to enter into and perform this
Agreement;
c. All requisite proceedings have been taken to authorize it to
enter into and perform this Agreement;
d. No legal or administrative proceedings have been instituted or
threatened which would impair the Adviser's ability to perform
its duties and obligations under this Agreement;
e. Its entrance into this Agreement will not cause a material
breach or be in material conflict with any other agreement or
obligation of the Adviser or any Fund or any law or regulation
applicable to them; and
f. Any 2 persons designated as an Authorized Person (as defined
below) has the corporate power and authority to act on behalf
of, and represent the interest of, the Adviser.
6. ADMINISTRATION SERVICES
The Administrator shall provide the following services, in each
case, subject to the control, supervision and direction of the respective Funds
and the review and comment by such Fund's auditors and legal counsel and in
accordance with procedures which may be established from time to time between
the Funds, as approved by the President of the Funds or her designee as set
forth on Schedule B to this Agreement, as may be amended from time to time
(each, an "Authorized Person"), and the Administrator:
a. Prepare for review and approval by officers of the Fund the Fund's
financial information contained within the Fund's semi-annual and
annual shareholder reports, Form N-Q reports and other quarterly
reports (as mutually agreed upon), including tax footnote
disclosures where applicable;
b. Coordinate the audit of the Fund's financial statements by the
Fund's independent accountants, including the preparation of
supporting audit workpapers and other schedules, and make such
reports and recommendations to the Board concerning the performance
of the independent accountants as the Board may reasonably request;
c. Prepare for review by an officer of the Fund the Fund's periodic
financial reports required to be filed with the Securities and
Exchange Commission ("SEC") on Form N-SAR (and, after receiving
written signed approval from an Authorized Person, file Form
N-SAR with the SEC) and prepare financial information required by
Form N-1A, Form N-CSR and such other reports, forms or filings as
may be mutually agreed upon. Except for the preparation and
filing of Form N-SAR for the Fund, the Administrator is not
responsible for preparing or filing any other regulatory filings
for the Fund, including, without limitation, Form N-CSR, Form
N-Q, Form N-PX, Form N-1A, Rule 24f-2 notices and Rule 17g-1
filings;
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d. Prepare for review by an officer of the Fund annual fund expense
budgets, perform accrual analyses and rollforward calculations
and recommend changes to fund expense accruals on a periodic
basis, arrange for payment of the Fund's expenses, review
calculations of fees paid to the Fund's investment adviser,
custodian, fund accountant, distributor and transfer agent, and
obtain written signed approval from an Authorized Person of
accrual changes and expense payments;
e. Provide periodic testing of portfolios with respect to compliance
with Internal Revenue Code mandatory qualification requirements, the
requirements of the 1940 Act and the Fund's prospectus limitations
as may be mutually agreed upon, including quarterly compliance
reporting to the Fund's officers as well as preparation of Board
compliance materials;
f. Prepare and furnish total return performance information, including
such information on an after-tax basis, calculated in accordance
with applicable U.S. securities laws and regulations, as may be
reasonably requested by Fund management;
g. Prepare and disseminate vendor survey information;
h. Prepare financial data for Rule 24f-2 notices, including
coordination of payment;
i. Provide on a periodic basis information to the Fund's Chief
Compliance Officer regarding State Street's compliance with its
Compliance Program;
j. Provide sub-certificates in connection with the certification
requirements of the Xxxxxxxx-Xxxxx Act of 2002 with respect to the
services provided by State Street, for filings by a Fund with a
fiscal period ending on or after March 31, 2005;
k. Maintain certain books and records of the Fund as required under
Rule 31a-1(b) of the 1940 Act, as may be mutually agreed upon;
l. Consult with the Fund's officers, independent accountants, legal
counsel, custodian, fund accountant, distributor, and transfer agent
in establishing the accounting policies of the Fund; and
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m. Provide periodic certifications and reasonable documentation to the
Chief Compliance Officer of the Fund in connection with Rule 38a-1
of the 1940 Act.
The Administrator shall perform such other services for the Fund that are
mutually agreed to by the parties from time to time, for which the Fund and/or
the Adviser will pay such fees as may be mutually agreed upon and approved per
the written signed approval of an Authorized Person, including the
Administrator's reasonable out-of-pocket expenses. The provision of such
services shall be subject to the terms and conditions of this Agreement.
The Administrator shall provide the office facilities and the personnel required
by it to perform the services contemplated herein.
7. FEES; EXPENSES; EXPENSE REIMBURSEMENT
The Administrator shall receive from the Funds and/or the Adviser
such compensation for the Administrator's services provided pursuant to this
Agreement as may be agreed to from time to time in a written fee schedule
approved by the parties and initially set forth in the Fee Schedule to this
Agreement. Each Fund shall be liable severally, and not jointly, for its
respective share of the amount of compensation due to the Administrator, and the
Adviser shall be jointly liable with each Fund for the amount of compensation
and expenses due to the Administrator with respect to such Fund. The fees are
accrued daily and billed monthly and shall be due and payable upon receipt of
the invoice. Upon the termination of this Agreement before the end of any month,
the fee for the part of the month before such termination shall be prorated
according to the proportion which such part bears to the full monthly period and
shall be payable upon the date of termination of this Agreement. In addition,
the Funds and/or the Adviser shall reimburse the Administrator for its
reasonable out-of-pocket costs incurred in connection with this Agreement. All
rights of compensation and expense reimbursement under this Agreement for
services performed as of the termination date shall survive the termination of
this Agreement.
The Funds agree promptly to reimburse the Administrator for any
equipment and supplies specially ordered by or for the Funds with the written
signed approval of an Authorized Person through the Administrator and for any
other expenses not contemplated by this Agreement that the Administrator may
incur on the Funds' behalf at the Funds' request or with the written signed
approval of an Authorized Person.
Each Fund and/or the Adviser will bear all expenses that are
incurred in operation of such Fund and not specifically assumed by the
Administrator. Expenses to be borne by the Funds and/or the Adviser, include,
but are not limited to: organizational expenses; cost of services of independent
accountants and outside legal and tax counsel (including such counsel's review
of a Fund's registration statement, proxy materials, federal and state tax
qualification as a regulated investment company and other reports and materials
prepared by the Administrator under this Agreement); cost of any services
contracted for by a Fund directly from parties other than the Administrator;
cost of trading operations and brokerage fees, commissions and transfer taxes in
connection with the purchase and sale of securities for the Fund; investment
advisory fees; taxes, insurance premiums and other fees and expenses applicable
to its operation; costs incidental to any meetings of shareholders including,
but not limited to, legal and accounting fees, proxy filing fees and the costs
of preparation, printing and mailing of any proxy materials; costs incidental to
Board meetings, including fees and expenses of Board members; the salary and
expenses of any officer, director\trustee or employee of the Fund; costs
incidental to the preparation, printing and distribution of the Fund's
registration statements and any amendments thereto and shareholder reports; cost
of typesetting and printing of prospectuses; cost of preparation and filing of
the Funds' tax returns, Form N-1A or N-2 , Form N-CSR, Form N-Q, Form N-PX and
Form N-SAR, and all notices, registrations and amendments associated with
applicable federal and state tax and securities laws; all applicable
registration fees and filing fees required under federal and state securities
laws; fidelity bond and directors' and officers' liability insurance; and cost
of independent pricing services used in computing the Fund's net asset value.
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The Administrator is authorized to and may employ or associate with such
person or persons as the Administrator may deem desirable to assist it in
performing its duties under this Agreement; provided, however, that the
compensation of such person or persons shall be paid by the Administrator and
that the Administrator shall be as fully responsible to the Funds for the acts
and omissions of any such person or persons as it is for its own acts and
omissions.
8. INSTRUCTIONS
At any time, the Administrator may apply to an Authorized Person for
written signed instructions and may consult with its own legal counsel at its
own cost or, with the prior written signed approval of an Authorized Person,
outside counsel for the Funds or the independent accountants for the Funds at
the expense of the Funds, with respect to any matter arising in connection with
the services to be performed by the Administrator under this Agreement. The
Administrator shall not be liable, and shall be indemnified by the Funds, for
any action taken or omitted by it in good faith in reliance upon any such
written signed instructions or upon any paper or document signed by an
Authorized Person. The Administrator shall not be held to have notice of any
change of authority of any person until receipt of written notice thereof from
the Funds. Nothing in this paragraph shall be construed as imposing upon the
Administrator any obligation to seek such written signed instructions, or to act
in accordance with such written signed instructions when received.
9. LIMITATION OF LIABILITY AND INDEMNIFICATION
The Administrator shall be responsible for the performance of only
such duties as are set forth in this Agreement and, except as otherwise provided
under Section 7, shall have no responsibility for the actions or activities of
any other party, including other service providers. The Administrator shall have
no liability in respect of any loss, damage or expense suffered by the Funds
insofar as such loss, damage or expense arises from the performance of the
Administrator's duties hereunder in reliance upon records that were maintained
for the Funds by entities other than the Administrator prior to the
Administrator's appointment as administrator for the Funds. The Administrator
shall have no liability for any error of judgment or mistake of law or for any
loss or damage resulting from the performance or nonperformance of its duties
hereunder unless solely caused by or resulting from the negligence or willful
misconduct of the Administrator, its officers or employees. The Administrator
shall not be liable for any special, indirect, incidental, or consequential
damages of any kind whatsoever (including, without limitation, attorneys' fees)
under any provision of this Agreement or for any such damages arising out of any
act or failure to act hereunder. In any event, the Administrator's cumulative
liability for each calendar year (a "Liability Period") with respect to the
Funds under this Agreement regardless of the form of action or legal theory
shall be limited to the lesser of: (1) four (4) times its total annual
compensation earned with respect to the Funds and fees payable hereunder during
the preceding Compensation Period, as defined herein, or (2) $3,000,000, for any
liability or loss suffered by the Funds including, but not limited to, any
liability relating to qualification of the Funds as a regulated investment
company or any liability relating to the Funds' compliance with any federal or
state tax or securities statute, regulation or ruling during such Liability
Period. "Compensation Period" shall mean the calendar year ending immediately
prior to each Liability Period in which the event(s) giving rise to the
Administrator's liability for that period have occurred. Notwithstanding the
foregoing, the Compensation Period for purposes of calculating the annual
cumulative liability of the Administrator for the Liability Period commencing on
the date of this Agreement and terminating on December 31, 2005 shall be the
date of this Agreement through December 31, 2005 on an annualized basis, and the
Compensation Period for the Liability Period commencing January 1, 2006 and
terminating on December 31, 2006 shall be January 1, 2006 through December 31,
2006.
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The Administrator shall not be responsible or liable for any failure
or delay in performance of its obligations under this Agreement arising out of
or caused, directly or indirectly, by circumstances beyond its control,
including without limitation, work stoppage, power or other mechanical failure,
computer virus, natural disaster, governmental action or communication
disruption.
Each Fund shall indemnify and hold the Administrator harmless from
all loss, cost, damage and expense, including reasonable fees and expenses for
counsel, incurred by the Administrator resulting from any claim, demand, action
or suit in connection with the Administrator's acceptance of this Agreement, any
action or omission by it in the performance of its duties hereunder, or as a
result of acting upon any written signed instructions of an Authorized Person,
or upon reasonable reliance on information or records given or made by the Funds
or their Adviser, provided that this indemnification shall not apply to actions
or omissions of the Administrator, its officers or employees in cases of its or
their own negligence or willful misconduct.
The indemnification contained herein shall survive the termination
of this Agreement.
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10. CONFIDENTIALITY
The Administrator agrees that, except as otherwise required by law
or in connection with any required disclosure to a banking or other regulatory
authority, or the Administrator is advised by counsel that it may incur
liability for failure to make a disclosure, it will keep confidential all
records and information in its possession relating to the Funds or their
shareholders or shareholder accounts and will not disclose the same to any
person except at the request or with the written signed approval of an
Authorized Person. If the Administrator receives a subpoena to disclose any of
the records or information relating to a Fund, the Administrator shall notify
the applicable Fund as provided in Section 14 (Notices and Other Written
Communications) below so that the Fund may, if it deems appropriate, seek a
protective order, quash such request or waive compliance with the provisions of
this Section 10; provided, however, the foregoing shall not apply if the
subpoena by its terms prohibits such disclosure to the Fund or any delay. In the
event that any relief sought by the Fund is not obtained by the Fund in a timely
manner, the Administrator will furnish only that portion of the records and
information that it is advised by legal counsel to the Administrator necessary
to respond to the request.
11. COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS; RECORDS
The Funds assume full responsibility for complying with all
securities, tax, commodities and other laws, rules and regulations applicable to
it.
In compliance with the requirements of Rule 31a-3 under the 1940
Act, the Administrator agrees that all records which it maintains for the Funds
shall at all times remain the property of the respective Funds, shall be readily
accessible during normal business hours, and shall be promptly surrendered upon
the termination of the Agreement or otherwise per written signed instructions of
an Authorized Person. The Administrator further agrees that all records which it
maintains for the Funds pursuant to Rule 31a-1 under the 1940 Act will be
preserved for the periods prescribed by Rule 31a-2 under the 1940 Act unless any
such records are earlier surrendered as provided above. Records shall be
surrendered in usable machine-readable form.
12. SERVICES NOT EXCLUSIVE
The services of the Administrator to the Funds are not to be deemed
exclusive, and the Administrator shall be free to render similar services to
others. The Administrator shall be deemed to be an independent contractor and
shall, unless otherwise expressly provided herein or authorized by the Funds
from time to time, have no authority to act or represent the Funds in any way or
otherwise be deemed an agent of the Funds.
13. TERM, TERMINATION AND AMENDMENT
(a) This Agreement shall become effective on the date of its
execution and shall remain in full force and effect for a
period of two years from the effective date and shall
automatically continue in full force and effect after such
initial term unless either party terminates this Agreement by
written notice to the other party at least sixty (60) days
prior to the expiration of the initial term.
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(b) During the initial term, this Agreement may be terminated
only (i) by provision of a notice of nonrenewal as set
forth above, (ii) by mutual agreement of the parties, (iii)
for "cause," as defined below; or (iv) by the Funds, after
written notice to the Administrator that a new rule or
regulation has been issued by a federal regulator which may
materially impact the Funds for which the Funds desire the
Administrator to perform administration services hereunder,
and the Administrator has been provided an opportunity to
negotiate in good faith with the Funds to provide such
services, and the Administrator and the Funds have not
reached an agreement within thirty (30) days prior to the
compliance date of such new rule or regulation.
For purposes of this Agreement, "cause" shall mean (a) a
material breach (including non-payment of fees or expenses by
the Funds and/or the Adviser) of this Agreement that has not
been remedied for thirty (30) days following written notice of
such breach from the non-breaching party; (b) a final,
unappealable judicial, regulatory or administrative ruling or
order in which the party to be terminated has been found
guilty of criminal or unethical behavior in the conduct of its
business; or (c) financial difficulties on the part of the
party to be terminated which are evidenced by the
authorization or commencement of, or involvement by way of
pleading, answer, consent or acquiescence in, a voluntary or
involuntary case under Title 11 of the United States Code, as
from time to time is in effect, or any applicable law, other
than said Title 11, of any jurisdiction relating to the
liquidation or reorganization of debtors or to the
modification or alteration of the rights of creditors.
(c) Either party may terminate this Agreement at any time after
the initial term upon at least ninety (90) days' prior written
notice to the other party or by mutual agreement of the
parties. Termination of this Agreement with respect to any
given Fund shall in no way affect the continued validity of
this Agreement with respect to any other Fund.
(d) Upon termination of this Agreement, the Funds and/or the
Adviser shall pay to the Administrator such compensation and
any reimbursable expenses as may be due under the terms hereof
as of the date of such termination, including reasonable and
fully documented and agreed upon by an Authorized Person
out-of-pocket expenses associated with such termination.
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(e) This Agreement may be modified or amended from time to time by
mutual written agreement of the parties hereto.
14. NOTICES AND OTHER WRITTEN COMMUNICATIONS
Any notice or other written communication (including, without
limitation, any written signed consent, written signed instructions or
written signed approval) authorized, required or contemplated by this
Agreement to be given to either party shall be in writing and deemed to have
been given when delivered in person or by confirmed facsimile, or posted by
certified mail, return receipt requested, to the following address (or such
other address as a party may specify by written notice to the other): if to
the Funds: Chief Executive Officer, Value Line, Inc., 000 Xxxx 00xx Xxxxxx,
Xxx Xxxx, XX 00000, fax 000-000-0000; Copy to: Legal Department, Value Line,
Inc., 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, XX 00000, fax: 000-000-0000; if to the
Administrator (with respect to any notice or other communication pursuant to
Sections 6 and 7 of this Agreement): State Street Bank and Trust Company,
Xxx Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxxxxx, XX 00000-0000, Attn: Fund
Administration (Value Line), fax: 000-000-0000; to the Administrator (with
respect to any notices or other communication under all other Sections of
this Agreement, including a copy of any notices provided pursuant to Sections
6 and 7 of this Agreement): State Street Bank and Trust Company, X.X. Xxx
0000, Xxxxxx, XX 00000-0000, Attn: Fund Administration Legal Department,
fax: 000-000-0000.
15. NON-ASSIGNABILITY
This Agreement shall not be assigned by either party hereto without
the prior consent in writing of the other party, except that the Administrator
may assign this Agreement to a successor of all or a substantial portion of its
business, or to a party controlling, controlled by or under common control with
the Administrator.
16. SUCCESSORS
This Agreement shall be binding on and shall inure to the benefit of
the Funds and the Administrator and their respective successors and permitted
assigns.
17. ENTIRE AGREEMENT
This Agreement contains the entire understanding between the parties
hereto with respect to the subject matter hereof and supersedes all previous
representations, warranties or commitments regarding the services to be
performed hereunder whether oral or in writing.
18. WAIVER
The failure of a party to insist upon strict adherence to any term
of this Agreement on any occasion shall not be considered a waiver nor shall it
deprive such party of the right thereafter to insist upon strict adherence to
that term or any term of this Agreement. Any waiver must be in writing signed by
the waiving party.
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19. SEVERABILITY
If any provision of this Agreement is invalid or unenforceable, the
balance of the Agreement shall remain in effect, and if any provision is
inapplicable to any person or circumstance it shall nevertheless remain
applicable to all other persons and circumstances.
20. GOVERNING LAW
This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of The Commonwealth of
Massachusetts.
21. REPRODUCTION OF DOCUMENTS
This Agreement and all schedules, exhibits, attachments and
amendments hereto may be reproduced by any photographic, photostatic, microfilm,
micro-card, miniature photographic or other similar process. The parties hereto
all/each agree that any such reproduction shall be admissible in evidence as the
original itself in any judicial or administrative proceeding, whether or not the
original is in existence and whether or not such reproduction was made by a
party in the regular course of business, and that any enlargement, facsimile or
further reproduction of such reproduction shall likewise be admissible in
evidence.
22. COUNTERPARTS
This Agreement may be executed by the parties hereto on any number
of counterparts, and all of said counterparts taken together shall be deemed to
constitute one and the same instrument.
(See Next Page for Signatures)
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the date first written above.
The Value Line Fund, Inc. VALUE LINE, INC.
Value Line Asset Allocation Fund, Inc. (only with respect to Sections
The Value Line Cash Fund, Inc. 5, 6, 7 and 13(d) of the
Value Line Centurion Fund, Inc. Agreement)
Value Line Convertible Fund, Inc.
Value Line Emerging Opportunities Fund, Inc.
Value Line Income & Growth Fund, Inc. By: /s/ Xxxx Xxxxxxxx Xxxxxxx
Value Line Leveraged Growth Investors, Inc. -----------------------------
Value Line New York Tax Exempt Trust Xxxx Xxxxxxxx Xxxxxxx
The Value Line Special Situations Fund, Inc. Chief Executive Officer
Value Line Strategic Asset Management Trust
The Value Line Tax Exempt Fund, Inc.
Value Line US Government Securities Fund, Inc.
Value Line Aggressive Income Trust
STATE STREET BANK AND TRUST
COMPANY
By: /s/ Xxxx Xxxxxxxx Xxxxxxx
-----------------------------
Xxxx Xxxxxxxx Xxxxxxx
President By: /s/ Xxxx X. Xxxxxx
-----------------------------
Name: Xxxx X. Xxxxxx
Title: Senior Vice President
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ADMINISTRATION AGREEMENT
SCHEDULE A
Listing of Funds/Portfolios and Authorized Shares
Fund Authorized Shares
The Value Line Fund, Inc.
Value Line Asset Allocation Fund, Inc.
The Value Line Cash Fund, Inc.
Value Line Centurion Fund, Inc.
Value Line Convertible Fund, Inc.
Value Line Emerging Opportunities Fund, Inc.
Value Line Income & Growth Fund, Inc.
Value Line Leveraged Growth Investors, Inc.
Value Line New York Tax Exempt Trust
The Value Line Special Situations Fund, Inc.
Value Line Strategic Asset Management Trust
The Value Line Tax Exempt Fund, Inc.
- The National Bond Portfolio
- The Money Market Portfolio
Value Line US Government Securities Fund, Inc.
Value Line Aggressive Income Trust
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ADMINISTRATION AGREEMENT
SCHEDULE B
INITIAL DESIGNATION BY THE PRESIDENT AND CHIEF EXECUTIVE OFFICER
Dated as of March 14, 2005
The undersigned, Xxxx Xxxxxxxx Xxxxxxx, as President of the Value Line
Funds and as Chief Executive Officer of the Adviser, names any 2 of the
following, Xxxxxx Xxxxxxx and Xxxxx Xxxxxxxx, Vice Presidents of the Adviser,
and Xxxxxxxx Xxxxxx, whose signature appears below, as her "designees" and as an
Authorized Person (as defined in the Agreement).
/s/ Xxxx X. Xxxxxxx /s/ Xxxxx Xxxxxxxx
----------------------------- -----------------------------
Xxxx X. Xxxxxxx Xxxxx Xxxxxxxx
/s/ Xxxxxx Xxxxxxx /s/ Xxxxxxxx Xxxxxx
----------------------------- -----------------------------
Xxxxxx Xxxxxxx Xxxxxxxx Xxxxxx
IN WITNESS WHEREOF, the undersigned has caused this Schedule B to the
Administration Agreement to be executed as of the dates written above.
The Value Line Fund, Inc. VALUE LINE, INC.
Value Line Asset Allocation Fund, Inc.
The Value Line Cash Fund, Inc.
Value Line Centurion Fund, Inc. By: /s/ Xxxx Xxxxxxxx Xxxxxxx
Value Line Convertible Fund, Inc. -----------------------------
Value Line Emerging Opportunities Fund, Inc. Xxxx Xxxxxxxx Xxxxxxx
Value Line Income & Growth Fund, Inc. Chief Executive Officer
Value Line Leveraged Growth Investors, Inc.
Value Line New York Tax Exempt Trust
The Value Line Special Situations Fund, Inc.
Value Line Strategic Asset Management Trust
The Value Line Tax Exempt Fund, Inc.
Value Line US Government Securities Fund, Inc.
Value Line Aggressive Income Trust
By: /s/ Xxxx Xxxxxxxx Xxxxxxx
-----------------------------
Xxxx Xxxxxxxx Xxxxxxx
President
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