0001571049-16-013575 Sample Contracts

EXPENSE LIMITATION AGREEMENT OF VALUE LINE DEFENSIVE STRATEGIES FUND
Expense Limitation Agreement • April 1st, 2016 • Value Line Funds Investment Trust • New York

EXPENSE LIMITATION AGREEMENT, effective as of [_____] [__], 2016, by and among EULAV Asset Management (the “Manager”), Alpha Capital Funds Management, LLC (the “Adviser”), EULAV Securities LLC (the “Distributor”) and Value Line Funds Investment Trust, a Massachusetts business trust (the “Trust”), on behalf of its series Value Line Defensive Strategies Fund (the “Fund”).

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DISTRIBUTION AGREEMENT Between VALUE LINE DEFENSIVE STRATEGIES FUND and EULAV SECURITIES LLC May_, 2016
Distribution Agreement • April 1st, 2016 • Value Line Funds Investment Trust

VALUE LINE DEFENSIVE STRATEGIES FUND (the “Fund”), a series of the Value Line Funds Investment Trust, a Massachusetts business trust, is registered as an Investment Company under the Investment Company Act of 1940 and has registered an indefinite number of shares of beneficial interest under the Securities Act of 1933, Registration Number 333-195856, to be offered continuously for sale to the public in accordance with terms and conditions set forth in the Fund’s Prospectus included in such Registration Statement as it may be amended from time to time.

FORM OF INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • April 1st, 2016 • Value Line Funds Investment Trust • New York

Value Line Funds Investment Trust (the “Trust”), of which Value Line Defensive Strategies Fund (the “Fund”) is a series, has been organized as a Massachusetts business trust to engage in the business of a series investment company. The Trust’s shares of beneficial interest are currently divided into multiple series. This Agreement relates exclusively to the Fund.

AGREEMENT AND PLAN OF REORGANIZATION
Agreement and Plan of Reorganization • April 1st, 2016 • Value Line Funds Investment Trust • New York

THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made as of the ___ day of ________, 2016, by and between the VALUE LINE FUNDS INVESTMENT TRUST, a Massachusetts business trust (the “Trust”), on behalf of its series, Value Line Defensive Strategies Fund (the “Acquiring Fund”), with its principal place of business at 7 Times Square, 21st Floor, New York, New York 10036-6524, and ADVISORS SERIES TRUST, a Delaware statutory trust (“AST”), on behalf of its series, Alpha Defensive Alternatives Fund (the “Acquired Fund”), with its principal place of business at 615 East Michigan Street, Milwaukee, Wisconsin 53202. The Acquiring Fund and the Acquired Fund are sometimes referred to collectively herein as the “Funds” and individually as a “Fund.” Each of EULAV Asset Management, a Delaware statutory trust (the “Manager”), and Alpha Capital Funds Management LLC, a Georgia limited liability company (“Alpha Capital”), join this Agreement and are parties hereto solely for purposes of Pa

FORM OF MANAGEMENT AGREEMENT
Investment Management Agreement • April 1st, 2016 • Value Line Funds Investment Trust • New York

Value Line Funds Investment Trust (the “Trust”), of which Value Line Defensive Strategies Fund (the “Fund”) is a series, has been organized as a Massachusetts business trust to engage in the business of a series investment company. The Trust’s shares of beneficial interest are currently divided into multiple series. This Agreement relates exclusively to the Fund.

Master Custodian Agreement
Custodian Agreement • April 1st, 2016 • Value Line Funds Investment Trust • Massachusetts

This Agreement is made as of ____________, 20__ (this “Agreement”), between each management investment company identified on Appendix A and each management investment company which becomes a party to this Agreement in accordance with the terms hereof (in each case, a “Fund”), including, if applicable, each series of the Fund identified on Appendix A and each series which becomes a party to this Agreement in accordance with the terms hereof, and State Street Bank and Trust Company, a Massachusetts trust company (the “Custodian”).

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