Exhibit 99(e)
DISTRIBUTION AGREEMENT
Between
VALUE LINE CENTURION FUND, INC.
and
VALUE LINE SECURITIES, INC
November 15, 1983
VALUE LINE SECURITIES, INC.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs:
VALUE LINE CENTURION 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 principal
underwriter and distributor (herein "distributor") 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 it is,
accordingly, agreed between us as follows;
1. The Fund hereby appoints you distributor 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.
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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 as determined in
the Fund's prospectus effective at the time of sale. 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 you 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 Registration Statement pursuant to the Securities
Act of 1933. 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.
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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. You agree:
(a) That neither you nor any of your officers sill take any short
position in the shares of the Fund.
(b) To furnish to the Fund any pertinent information required to be
included with the respect to you as distributor within the meaning of the
Securities Act of 1933 in any reports or registration required to be filed
with any governmental 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.
8. 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.
9. This Agreement shall remain in effect until 1985, 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.
(c) We shall not have notified you in writing at least sixty days
prior to the termination date that we do not desire your continuation.
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10. This Agreement may not be amended or changed except in writing and
shall be binding upon and shall enure to the benefit of the parties hereto
and their respective successors, but this Agreement shall not be assigned by
either party and shall automatically terminate upon assignment.
If the foregoing is in accordance with your undertaking, kindly so
indicate by signing in the space provided below.
VALUE LINE CENTURION FUND, INC.
By /s/ illegible
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Accepted:
VALUE LINE SECURITIES, INC.
By /s/ illegible
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