Exhibit 99(e)
DISTRIBUTOR'S AGREEMENT
Between
THE VALUE LINE CASH FUND, INC.
and
VALUE LINE SECURITIES, INC.
March 28, 1979
VALUE LINE SECURITIES, INC.
000 Xxxxx Xxxxxx
Xxx Xxxx, X.X. 00000
Dear Sirs:
THE VALUE LINE CASH 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.
In this connection, the Fund desires that your firm act as Distributor
and as Agent of the Fund for the sale and distribution of shares which have
been registered as described above and any additional shares which may become
registered during the term of this Agreement. You have advised the Fund that
you are willing to act as Distributor and Agent, and it is accordingly agreed
between us as follows:
1. The Fund hereby appoints you as Distributor and Agent for the sale
of its shares, pursuant to the aforesaid continuous public offering in
connection with any sales made to Fund investors in any states and/or
jurisdictions in which you are or shall from time to time become qualified as
a broker/dealer, or through securities dealers with whom you have entered
into sales agreements.
2. You hereby accept such appointment and agree to use your best
efforts to sell such shares, provided, however, that when requested by the
Fund at any time because of market or other economic considerations or
abnormal circumstances of any kind, you will suspend such efforts. The Fund
may also withdraw the offering of the shares at any time when required by the
provisions of any statute, order, rule or regulation of any governmental body
having jurisdiction. It is understood that you do not undertake to sell all
or any specific portion of the shares of the Fund.
3. The shares shall be sold by you at net asset value without sales
charge. Shares may be sold directly to prospective purchasers or through
securities dealers who have entered into sales agreements with you. However,
in no event will shares be issued prior to the receipt by us of full payment
for such shares.
4. You agree that the Fund shall have the right to accept or reject
orders for the purchase of shares of the Fund. Any consideration which you
may receive in connection with a rejected purchase order will be returned
promptly. In the event that any cancellation of a share purchase order,
cancellation of a redemption order or error in the timing of the acceptance
of purchase or redemption orders shall result in a gain or loss, you agree
promptly to reimburse the Fund for any amount by which losses shall exceed
gains so arising; to retain any net gains so arising for application against
losses so arising in future periods and, on the termination of this
agreement to pay over to the Fund the amount of any such net gains which may
have accumulated. the Fund shall register or cause to be registered all
shares sold by your Company pursuant to the provisions hereof in such name or
names and amounts as you may request from time to time and the Fund shall
issue or cause to be issued certificates evidencing such shares for delivery
to you or pursuant to your direction if and to the extent that the
shareholder requests issuance of such share certificates.
5. The Fund has delivered to you a copy of its initial prospectus dated
on the effective date of its 1933 Act Registration Statement. It agrees that
it will use its best efforts to continue the effectiveness of the
Registration Statement under the Securities Act of 1933. The Fund further
agrees to prepare and file any amendments to its Registration Statement as
may be necessary and any supplemental data in order to comply with the
Securities Act of 1933.
6. The Fund is registered under the Investment Company Act of 1940 as
an investment company, and it will use its best efforts to maintain such
registration; and to comply with the requirements of said Act.
7. At your request, the fund will take, at its expense, such steps as
may be necessary and feasible to qualify shares for sale in states,
territories or dependencies of the United States of America, in the District
of Columbia and in foreign countries, in accordance with the laws thereof,
and to renew or extend any such qualifications; provided, however, that the
Fund shall not be required to qualify or to maintain the qualification of
shares in any state, territory, dependency, district or country where it
shall deem such qualification disadvantageous to the Fund.
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8. You agree:
(a) That neither you nor any of your officers will take any short
position in the shares of the Fund;
(b) To furnish to the Fund any pertinent information required to be
included with respect to you as Underwriter within the meaning of the
Securities Act of 1933 in any reports or registration required to be filed
with any government authority;
(c) You will not give any information or make any representations
other than as contained in the Registration Statement or prospectus filed
under the Securities Act of 1933, as in effect from time to time, or in any
supplemental sales literature authorized by the Fund for use in connection
with the sale of shares.
9. (a) We shall pay the cost of composition and printing of sufficient
copies of our prospectus as shall be required for distribution to our
shareholders and the expense of registering shares for sale under federal and
state securities laws.
(b) You shall pay all usual expenses of distribution, including
advertising and the costs of printing and mailing of the prospectus, other
than those furnished to existing shareholders.
10. This Agreement shall remain in effect until March 27, 1981 and
shall continue in effect from year to year thereafter provided:
(a) Such continuation shall be specifically approved at least
annually by the board of directors, including the vote of a majority of the
directors of the Fund who are not parties to this Agreement or "interested
persons" (as defined in the Investment Company Act of 1940) of any such
persons cast in person at a meeting called for the purpose of voting on such
approval or by a vote of the holders of a majority of the outstanding voting
securities of the Fund and by such a vote of the board of directors.
(b) You shall not have notified the Fund in writing at least sixty
days prior to the termination date that you shall not desire such
continuation.
11. This Agreement may not be amended or changed except in writing and
shall be binding upon and shall enure to the benefits of the parties hereto
and their respective successors, but this Agreement shall not be assigned by
either party and shall automatically terminate upon assignment.
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If the foregoing is in accordance with your understanding, kindly so
indicate by signing in the space provided below.
THE VALUE LINE CASH FUND, INC.
By /s/ [Illegible]
---------------------------------
Accepted:
VALUE LINE SECURITIES, INC.
By /s/ Xxxxxx X. Xxxxxx
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Vice President
Approved:
By
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