Fee Waiver Agreement

Value Line Securities, Inc. (the “Distributor”) and Value Line, Inc. (the “Adviser”) agrees to the following fee waivers:

Value Line Aggressive Income Trust: waive .40% of the advisory fee and .10% of the Rule 12b-1 fee for the period of June 1, 2008 – May 31, 2009;

Value Line New York Tax Exempt Trust: waive .225% of the advisory fee and .25% of the Rule 12b-1 fee for the period of June 1, 2008 – May 31, 2009;

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

Value Line Convertible Fund, Inc.: waive .125% of the advisory fee and .15% of the Rule 12b-1 fee for the period of September 1, 2008 – August 30, 2009;

Value Line U.S. Government Securities Fund, Inc.: waive .25% of the Rule 12b-1 fee for the period of January 1, 2009 – December 31, 2010.

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 and the Adviser,
/s/Jean B. Buttner
__________________________________
Jean B. Buttner, CEO

Received:
/s/Stephen Anastasio
_________________________
Stephen R. Anastasio, Treasurer
Value Line Mutual Funds