0001188112-11-000765 Sample Contracts

INVESTMENT ADVISORY AGREEMENT

Investment Advisory Agreement • March 31st, 2011 • Value Line New York Tax Exempt Trust

• Contract Type
  Investment Advisory Agreement
• Filed
  March 31st, 2011
• Company
  Value Line New York Tax Exempt Trust

AGREEMENT made as of the 23rd day of December 2010, between VALUE LINE NEW YORK TAX EXEMPT TRUST, a Massachusetts trust (hereinafter called “the Fund”), and EULAV ASSET MANAGEMENT, a Delaware statutory trust (hereinafter called “the Company”);

Fee Waiver Agreement

Waiver Agreement • March 31st, 2011 • Value Line New York Tax Exempt Trust

• Contract Type
  Waiver Agreement
• Filed
  March 31st, 2011
• Company
  Value Line New York Tax Exempt Trust

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

DISTRIBUTION AGREEMENT Between VALUE LINE NEW YORK TAX EXEMPT TRUST and EULAV SECURITIES, LLC

Distribution Agreement • March 31st, 2011 • Value Line New York Tax Exempt Trust

• Contract Type
  Distribution Agreement
• Filed
  March 31st, 2011
• Company
  Value Line New York Tax Exempt Trust

VALUE LINE NEW YORK TAX EXEMPT TRUST (the “Fund”) established under the laws of the Commonwealth of Massachusetts by Declaration of Trust dated February 12, 1987, is registered as an Investment Company under the Investment Company Act of 1940 and an indefinite number of shares of beneficial interest 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.