Exhibit 99(h)(3)

Fee Waiver Agreement

Value Line Securities, Inc. (the “Distributor”) agrees to the following Rule 12b-1 fee waivers:

Value Line Larger Companies Fund, Inc.: waive .25% of the Rule 12b-1 fee for the period of May 1, 2008 – April 30, 2009;

Value Line Fund, Inc.: waive .25% of the Rule 12b-1 fee for the period of May 1, 2008 – April 30, 2009;

Value Line Cash Fund, Inc.: waive .25% of the Rule 12b-1 fee for the period of May 1, 2008 – April 30, 2009;

Value Line Strategic Asset Management Trust: waive .15% of the Rule 12b-1 fee for the period of May 1, 2008 – April 30, 2009;

Value Line Centurion Fund, Inc.: waive .15% of the Rule 12b-1 fee for the period of May 1, 2008 – April 30, 2009.

Each waiver shall end on the expiration date set forth next to the applicable Fund name as stated above.

Dated this 15^th day of February, 2008

On behalf of the Distributor,
/s/Jean B. Buttner
                                                     
Jean B. Buttner, CEO

Received:

/s/Stephen Anastasio

__________________________

Stephen R. Anastasio, Treasurer

Value Line Mutual Funds