0001188112-11-001199 Sample Contracts

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • April 29th, 2011 • Value Line Tax Exempt Fund Inc

AGREEMENT made as of the 23rd day of December 2010, between THE VALUE LINE TAX EXEMPT 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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DISTRIBUTION AGREEMENT Between THE VALUE LINE TAX EXEMPT FUND, INC. and EULAV SECURITIES, LLC
Distribution Agreement • April 29th, 2011 • Value Line Tax Exempt Fund Inc

THE VALUE LINE TAX EXEMPT 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.

Fee Waiver Agreement
Waiver Agreement • April 29th, 2011 • Value Line Tax Exempt Fund Inc

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

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