Fee Waiver Agreement

Exhibit 99.(h)(2)

Fee Waiver Agreement

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

Value Line Aggressive Income Trust: The Adviser waives .20% of the advisory fee and the Distributor waives .10% of the Rule 12b-1 fee for the period June 1, 2011– May 31, 2012.

Value Line New York Tax Exempt Trust: The Adviser waives .225% of the advisory fee and the Distributor waives .25% of the Rule 12b-1 fee,  for the period  June 1, 2011– May 31, 2012;

Value Line Tax Exempt Fund, Inc.:  The Distributor waives .25% of the Rule 12b-1 fee for the period July 1, 2011 – June 30, 2012;

Value Line Convertible Fund, Inc.:  The Adviser waives .125% of the advisory fee and the Distributor waives .15% of the Rule 12b-1 fee, for the period September 1, 2011 – August 30, 2012;

Value Line Larger Companies Fund, Inc.: The Distributor waives .25% of the Rule 12b-1 fee for the period May 1, 2011-April 30, 2012.

Value Line Fund, Inc.:  On the first $100 million of the Fund’s average daily net assets, the Adviser waives .10% of the advisory fee; on any additional assets, the Adviser waives .15% of the advisory fee, in each instance for the period May 1, 2010-April 30, 2011. The Distributor waives .25% of the Rule 12b-1 fee for the period May 1, 2011-April 30, 2012.

Value Line U.S. Government Money Market Fund, Inc.:  The Distributor waives .25% of the Rule 12b-1 fee for the period May 1, 2011-April 30, 2012.

Value Line Strategic Asset Management Trust: The Distributor waives .15% of the Rule 12b-1 fee for the period May 1, 2011-April 30, 2012.

Value Line Centurion Fund, Inc.: The Distributor waives .15% of the Rule 12-1 fee for the period May 1, 2011-April 30, 2012.

Value Line U.S. Government Securities Fund, Inc.:  The Distributor waives .25% of the Rule 12b-1 fee for the period January 1, 2012 – December 31, 2012.

Value Line Income and Growth Fund, Inc:   The Distributor waives .05% of the Rule 12b-1 fee for the period March 1, 2011 – April 30, 2012;

Value Line Asset Allocation Fund, Inc.:  The Distributor waives .10% of the Rule 12b-1 fee for the period August 1, 2011 – July 31, 2012;

 Dated this 10th  day of  February, 2011

On behalf of the Distributor and the Adviser,

/s/ Xxxxxxxx Xxxxx

Xxxxxxxx Xxxxx,  President

EULAV Asset Management

EULAV Securities LLC.

Received:

/s/ Xxxxx Xxxxxxxxxx

Xxxxx Xxxxxxxxxx, Treasurer

Value Line Mutual Funds