0001188112-11-003005 Sample Contracts

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • October 31st, 2011 • Value Line Us Government Securities Fund Inc

AGREEMENT made as of the 23rd day of December 2010, between VALUE LINE U.S. GOVERNMENT SECURITIES 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 • October 31st, 2011 • Value Line Us Government Securities Fund Inc

Value Line U.S. Government Securities 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
Fee Waiver Agreement • October 31st, 2011 • Value Line Us Government Securities 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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