Advisory and Rule 12b-1 Fee Waiver Agreement Value Line Securities, Inc. (the "Distributor") agrees to waive a portion of the following advisory and Rule 12b-1 fees: Value Line Tax-Exempt Fund, Inc.: waive .25% of the Rule 12b-1 fee for the period of...

                  Advisory and Rule 12b-1 Fee Waiver Agreement

      Value Line Securities, Inc. (the "Distributor") agrees to waive a portion
      of the following advisory and Rule 12b-1 fees:

      Value Line Tax-Exempt Fund, Inc.: waive .25% of the Rule 12b-1 fee for the
      period of July 1, 2007 - June 30, 2008;


Each waiver shall end on the expiration date set forth next to the applicable
Fund name as stated above.

Dated this 23rd day of May, 2007            On behalf of the Distributor,

                                            s/Xxxx X. Xxxxxxx
                                            -------------------------
                                            Xxxx X. Xxxxxxx, CEO


Received:

s/Xxxxxxx Xxxxxxxxx
---------------------------
Xxxxxxx Xxxxxxxxx, Treasurer
Value Line Tax-Exempt Fund, Inc.