Exhibit 99.(h)(2)

Fee Waiver Agreement

 EULAV Securities LLC (the “Distributor”) agrees to extend the following fee waiver:

Value Line Asset Allocation Fund, Inc.: The Distributor waives .10% of the Rule 12b-1 fee for the period August 1, 2011-July 31, 2012.

 Dated this     day of April, 2011

	On behalf of the Distributor and the Adviser,
	/s/ Mitchell Appel
	Mitchell Appel,  President
	EULAV Asset Management
	EULAV Securities LLC.
Received:
/s/ Emily Washington
Emily Washington, Treasurer
Value Line Mutual Funds