0001188112-11-000414 Sample Contracts

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 28th, 2011 • Value Line Premier Growth Fund, Inc.

AGREEMENT made as of the 23rd day of December 2010, between VALUE LINE PREMIER GROWTH FUND, INC., a Maryland corporation (hereinafter called “the Fund”), and EULAV ASSET MANAGEMENT, a Delaware statutory trust (hereinafter called “the Company”);

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PRINCIPAL UNDERWRITER AND DISTRIBUTOR AGREEMENT
Principal Underwriter and Distributor Agreement • February 28th, 2011 • Value Line Premier Growth Fund, Inc.

VALUE LINE PREMIER GROWTH 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.

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