<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant / /
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
-----------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-----------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
-----------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------------------------
(5) Total fee paid:
-----------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-----------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-----------------------------------------------------------------------
(3) Filing Party:
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(4) Date Filed:
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<PAGE>
THE VALUE LINE FUND, INC.
THE VALUE LINE INCOME FUND, INC.
THE VALUE LINE SPECIAL SITUATIONS FUND, INC.
VALUE LINE LEVERAGED GROWTH INVESTORS, INC.
THE VALUE LINE CASH FUND, INC.
VALUE LINE U.S. GOVERNMENT SECURITIES FUND, INC.
VALUE LINE CENTURION FUND, INC.
THE VALUE LINE TAX EXEMPT FUND, INC.
VALUE LINE CONVERTIBLE FUND, INC.
VALUE LINE AGGRESSIVE INCOME TRUST
VALUE LINE NEW YORK TAX EXEMPT TRUST
VALUE LINE STRATEGIC ASSET MANAGEMENT TRUST
220 EAST 42ND STREET,
NEW YORK, NY 10017-5891
------------------------
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
OCTOBER 30, 1997
------------------------
Notice is hereby given that a Special Meeting of Shareholders of each of the
investment companies set forth above (each, a "Fund" and collectively, the
"Funds") will be held jointly at The Williams Club, 24 East 39th Street, New
York, NY 10016, on October 30, 1997, at 10:00 a.m., for the following purposes:
1. To elect directors or trustees of each Fund to serve until their
successors are duly elected and qualified.
2. To ratify the selection of Price Waterhouse LLP as independent
accountants for each Fund for its current fiscal year.
3. To transact such other business which may properly come before the
meeting or any adjournment thereof.
The close of business on August 27, 1997, has been fixed as the record date
for the determination of shareholders entitled to notice of and to vote at the
meeting or any adjournment(s) thereof.
PLEASE EXECUTE AND RETURN THE ENCLOSED PROXY PROMPTLY IN THE ENVELOPE
PROVIDED WHETHER OR NOT YOU INTEND TO BE PRESENT AT THE MEETING. YOU MAY REVOKE
YOUR PROXY AT ANY TIME BEFORE IT IS VOTED. NO POSTAGE IS REQUIRED IF THE PROXY
IS MAILED IN THE UNITED STATES.
This is a Joint Notice and Proxy Statement for the above-named Funds. The
shares you own in a particular Fund may only be voted with respect to that Fund.
If you own shares in more than one of the Funds listed, please vote with respect
to each Fund.
<PAGE>
By Order of the Boards of Directors
David T. Henigson,
Secretary
September 2, 1997
<PAGE>
THE VALUE LINE FUND, INC.
THE VALUE LINE INCOME FUND, INC.
THE VALUE LINE SPECIAL SITUATIONS FUND, INC.
VALUE LINE LEVERAGED GROWTH INVESTORS, INC.
THE VALUE LINE CASH FUND, INC.
VALUE LINE U.S. GOVERNMENT SECURITIES FUND, INC.
VALUE LINE CENTURION FUND, INC.
THE VALUE LINE TAX EXEMPT FUND, INC.
VALUE LINE CONVERTIBLE FUND, INC.
VALUE LINE AGGRESSIVE INCOME TRUST
VALUE LINE NEW YORK TAX EXEMPT TRUST
VALUE LINE STRATEGIC ASSET MANAGEMENT TRUST
220 EAST 42ND STREET
NEW YORK, NY 10017-5891
------------------------
PROXY STATEMENT
------------------------
INTRODUCTION
This document is a joint proxy statement with respect to each of the
above-listed investment companies (each a "Fund" and collectively the "Funds")
in connection with the solicitation of proxies by the Board of Directors or
Trustees of each Fund to be used at the Funds' joint Special Meeting of
Shareholders ("Meeting") or any adjournment(s) thereof. The Meeting will be held
on October 30, 1997, 10:00 a.m. local time, at The Williams Club, 24 East 39th
Street, New York, NY 10016, for the purposes set forth in the attached Notice of
Meeting. This Proxy Statement is being first mailed to shareholders on or about
September 2, 1997.
The individuals named as proxies (or their substitutes) in the enclosed
proxy card (or cards if you own shares of more than one Fund or have multiple
accounts) will vote in accordance with your directions as indicated thereon if
your proxy is received properly executed. You may direct the proxy holders to
vote your Fund shares by checking the appropriate box "For" or "Against," or
instruct them not to vote those shares by checking the "Abstain" box.
Alternatively, you may simply sign, date and return your proxy card(s) with no
specific instructions. If you properly execute your proxy and give no voting
instructions with respect to a Proposal, your shares will be voted "For" the
Proposal. The duly appointed proxies may, in their discretion, vote upon such
other matters as may properly come before the Meeting. Approval of proposals
Nos. 1 and 2 requires an affirmative vote of a majority of the shares
represented at the meeting.
1
<PAGE>
For each Fund, other than those named in the next sentence, a majority of
the shares outstanding on the record date, August 27, 1997 ("Record Date"),
represented in person or by proxy, of a Fund must be present for the transaction
of business at that Fund's Meeting. For The Value Line Tax Exempt Fund, Inc.,
Value Line Convertible Fund, Inc., Value Line Aggressive Income Trust and Value
Line New York Tax Exempt Trust, one-third of the shares outstanding on the
Record Date, represented in person or by proxy, of that Fund, must be present
for the transaction of business at that Fund's meeting. In the event that a
quorum is not present or if a quorum is present at the Meeting but sufficient
votes to approve any of the Proposals are not received, the persons named as
proxies may propose one or more adjournments of the Meeting to permit the
further solicitation of proxies. Any adjournment will require the affirmative
vote of a majority of those shares represented at the Meeting in person or by
proxy. The persons named as proxies will vote those proxies that they are
entitled to vote "For" such Proposal in favor of an adjournment and will vote
those proxies required to be voted "Against" such Proposal against such
adjournment. A shareholder vote may be taken on any one of the Proposals
described in this Proxy Statement prior to any such adjournment if sufficient
votes have been received and it is otherwise appropriate.
Abstentions and "broker non-votes" (as defined below) are counted for
purposes of determining whether a quorum is present, but do not represent votes
cast with respect to any Proposal. "Broker non-votes" are shares held by a
broker or nominee for which an executed proxy is received by the Fund, but are
not voted as to one or more Proposals because instructions have not been
received from the beneficial owners or persons entitled to vote and the broker
or nominee does not have discretionary voting power.
You may revoke your proxy with respect to a Fund: (a) at any time prior to
its exercise by written notice of its revocation to the Secretary of the Fund at
the above address prior to the Meeting; (b) by the subsequent execution and
return of another proxy prior to the Meeting; or (c) by being present and voting
in person at the Meeting and giving oral notice of revocation to the Chairman of
the Meeting. Attendance at the Meeting will not in and of itself constitute
revocation of your proxy.
Information as to the number of outstanding shares of each Fund as of the
Record Date is set forth in Exhibit A. Each full share is entitled to one vote;
fractional shares are entitled to a proportionate fractional vote. A listing of
the owners of more than 5% of the shares of any Fund as of August 15, 1997, is
set forth in Exhibit B.
Copies of each Fund's most recent annual and semiannual reports have been
sent to shareholders of that Fund on or before the mailing of this Proxy
Statement. Shareholders of any Fund may obtain, free of charge, copies of that
Fund's annual and semiannual reports by writing to the Fund, at 220 East 42nd
Street, New York, NY 10017-5891 or calling (800) 223-0818.
The cost of preparing, assembling and mailing the proxy material will be
borne by the Funds, allocated on the basis of the number of shareholder accounts
of each Fund. In addition to the solicitation of proxies by the use of the
mails, proxies may be solicited personally by officers of the Fund and by
employees of the Adviser (for which solicitation, no compensation will be paid)
or by telephone. The Fund will, upon request, reimburse nominees and other
fiduciaries for their reasonable expenses in sending proxies and accompanying
material to their principals.
2
<PAGE>
ELECTION OF DIRECTORS/TRUSTEES
(PROPOSAL NO. 1)
The persons set forth below have been nominated for election as
Directors/Trustees of each Fund and each has consented to his or her nomination
and agreed to serve if elected. Each nominee (except David H. Porter) is
currently a Director or Trustee of each Fund. The Directors/Trustees hold office
for an indefinite term since the Fund does not have regularly scheduled
shareholder meetings. If any nominee shall become unavailable for reasons
presently unknown, the proxy will be voted for a substitute nominee or nominees
designated by management and for the remaining nominees so listed. The names of
each Fund's Directors/Trustees, nominees and executive officers, their
respective offices and principal occupations during the last five years are set
forth below. A table indicating each Director's/Trustee's and nominee's
ownership of Fund shares is attached hereto as Exhibit C.
DIRECTORS/TRUSTEES AND NOMINEES
Jean Bernhard Buttner* (age 62)--Director or Trustee of each Fund since 1983
or its inception, whichever is later. Chairman of the Board and President of
each Fund; Chairman, President and Chief Executive Officer of Value Line, Inc.
(the "Adviser") and Value Line Publishing, Inc.; Chairman of Value Line
Securities, Inc. (the "Distributor")
John W. Chandler (age 73)--Director or Trustee of each Fund since 1991 or
its inception, whichever is later. Consultant, Academic Search Consultation
Service, Inc.; Trustee Emeritus and Chairman (1993-1994) of Duke University;
President Emeritus, Williams College
Leo R. Futia* (age 78)--Director or Trustee of each Fund since 1983 or its
inception, whichever is later. Retired Chairman and Chief Executive Officer of
The Guardian Life Insurance Company of America and Director since 1970. Director
(Trustee) of The Guardian Insurance & Annuity Company, Inc., Guardian Investor
Services Corporation and the Guardian--sponsored mutual funds
David H. Porter (age 61)--President of Skidmore College; Director of
Adirondack Trust Company
Paul Craig Roberts (age 58)--Director or Trustee of each Fund since 1983 or
its inception, whichever is later. Distinguished Fellow, Cato Institute since
1993; formerly, William E. Simon Professor of Political Economy, Center for
Strategic and International Studies; Director, A. Schulman Inc. (plastics)
Nancy-Beth Sheerr (age 48)--Director or Trustee of each Fund since 1996.
Chairman, Radcliffe College Board of Trustees
- ------------------------
* Mrs. Buttner and Mr. Futia are "interested persons" as defined in the
Investment Company Act of 1940.
3
<PAGE>
EXECUTIVE OFFICERS OF THE FUNDS
The executive officers of each Fund are set forth below.
Jean Bernhard Buttner (age 62)--Chairman of the Board and President of each
Fund
David T. Henigson (age 40)--Vice President, Secretary and Treasurer of each
Fund; Director, Vice President and Compliance Officer of the Adviser; Director
and Vice President of the Distributor
Michael J. Romanowski (age 46)--Vice President, The Value Line Fund, Inc.;
The Value Line Income Fund, Inc.; Value Line Centurion Fund, Inc.; Portfolio
Manager with the Adviser since 1995; Vice President and Securities Analyst with
Conning & Co. (broker/dealer), 1992-1995
Stephen Grant (age 43)--Vice President, The Value Line Fund, Inc.; The Value
Line Special Situations Fund, Inc.; Value Line Leveraged Growth Investors, Inc.;
Value Line Strategic Asset Management Trust; Portfolio Manager with the Adviser
Nancy Bendig (age 41)--Vice President, The Value Line Income Fund, Inc.;
Portfolio Manager with the Adviser since 1993; Securities Analyst with the
Adviser, 1993-1994; Consultant, 1991-1993
Philip J. Orlando, CFA (age 38)--Vice President, The Value Line Special
Situations Fund, Inc.; Value Line Centurion Fund, Inc.; Chief Investment Officer
with the Adviser's Asset Management Division since 1995; Senior Vice President,
First Capital Advisers, Inc. 1993-1995; Vice President, Unity Management, Inc.
1989-1993
Alan N. Hoffman, CFA (age 43)--Vice President, Value Line Leveraged Growth
Investors, Inc.; Portfolio Manager with the Adviser
Nathan N.J. Grant (age 27)--Vice President, The Value Line Cash Fund, Inc.;
Value Line U.S. Government Securities Fund, Inc.; Portfolio Manager with the
Adviser since 1996; Trader, Fixed Income Securities, Blaylock & Partners,
1994-1996; Trader, Donaldson, Lufkin & Jenrette, 1992-1994
Charles Heebner (age 61)--Vice President, The Value Line Cash Fund, Inc.;
Value Line New York Tax Exempt Trust; The Value Line Tax Exempt Fund, Inc.;
Portfolio Manager with the Adviser
Raymond S. Cowen (age 75)--Vice President, Value Line New York Tax Exempt
Trust; The Value Line Tax Exempt Fund; Assistant Research Director with the
Adviser
Christopher W. Bischof (age 45)--Vice President, Value Line Strategic Asset
Management Trust; Value Line Aggressive Income Trust; Value Line Convertible
Fund; Portfolio Manager with the Adviser since 1995; Securities Analyst with the
Adviser, 1989-1995
Bruce Alston (age 51)--Vice President, Value Line U.S. Government Securities
Fund, Inc.; Portfolio Manager with the Adviser since 1997; Portfolio Manager
with Dreyfus Management, Inc., 1994-1996, and Prudential Capital Markets Group,
1981-1994
The Board of Directors/Trustees of each Fund met four times during that
Fund's most recent fiscal year. Except for Ms. Sheerr, who was elected to each
Fund's Board of Directors/Trustees in September 1996, each Director or Trustee
attended at least 75% of the meetings of the Board and the Audit Committee of
each Fund during each such Fund's most recent fiscal year.
4
<PAGE>
Each Fund has an Audit Committee composed of all the Directors or Trustees.
The duties of this Committee include meeting twice each year with the Funds'
independent public accountants both to review the range of their activities and
to discuss the Funds' system of internal accounting controls. The Funds do not
have a nominating or compensation committee.
Each of the Directors/Trustees, other than Mrs. Buttner, receives from the
Value Line Funds an aggregate annual fee of $21,490 per year plus $3,000 for
each meeting of the Board attended, $1,200 for each meeting of the Audit
Committee attended plus reimbursement of expenses of attending meetings. The
fees and reimbursed expenses paid to the Directors/Trustees are divided equally
among the 12 Value Line Funds listed in this Proxy Statement.
The following table sets forth information relating to the compensation paid
to Directors or Trustees during each Fund's last fiscal year:
COMPENSATION TABLES
FISCAL YEAR ENDED DECEMBER 31, 1996(1)
FISCAL YEAR ENDED JANUARY 31, 1997(2)
FISCAL YEAR ENDED FEBRUARY 28, 1997(3)
<TABLE>
<CAPTION>
TOTAL
PENSION OR ESTIMATED COMPENSATION
RETIREMENT ANNUAL FROM FUND
AGGREGATE BENEFITS BENEFITS AND FUND
COMPENSATION ACCRUED AS PART UPON COMPLEX
NAME OF PERSON FROM FUND OF FUND EXPENSES RETIREMENT (12 FUNDS)
- ---------------------------------------------------------- ------------- ------------------- ------------- -------------
<S> <C> <C> <C> <C>
Jean B. Buttner........................................... $ 0 N/A N/A $ 0
John W. Chandler.......................................... 2,991 N/A N/A 35,890
Leo R. Futia.............................................. 2,741 N/A N/A 32,890
Charles E. Reed........................................... 2,991 N/A N/A 35,890
Paul Craig Roberts........................................ 2,991 N/A N/A 35,890
Nancy-Beth Sheerr......................................... 692 N/A N/A 8,305
</TABLE>
- ------------------------
(1) The Value Line Fund, Inc., The Value Line Income Fund, Inc., The Value Line
Special Situations Fund, Inc., Value Line Leveraged Growth Investors, Inc.,
The Value Line Cash Fund, Inc., Value Line Centurion Fund, Value Line
Strategic Asset Management Trust
(2) Value Line Aggressive Income Trust
(3) Value Line New York Tax Exempt Trust
The Value Line Tax Exempt Fund, Inc.
5
<PAGE>
FISCAL YEAR ENDED AUGUST 31, 1996(4)
<TABLE>
<CAPTION>
TOTAL
PENSION OR ESTIMATED COMPENSATION
RETIREMENT ANNUAL FROM FUND
AGGREGATE BENEFITS BENEFITS AND FUND
COMPENSATION ACCRUED AS PART UPON COMPLEX
NAME OF PERSON FROM FUND OF FUND EXPENSES RETIREMENT (13 FUNDS)
- ---------------------------------------------------------- ------------- ------------------- ------------- -------------
<S> <C> <C> <C> <C>
Jean B. Buttner........................................... $ 0 N/A N/A $ 0
John W. Chandler.......................................... 2,907 N/A N/A 35,620
Leo R. Futia.............................................. 2,657 N/A N/A 32,620
Charles E. Reed........................................... 2,907 N/A N/A 35,620
Paul Craig Roberts........................................ 2,907 N/A N/A 35,620
</TABLE>
- ------------------------
(4) Value Line U.S. Government Securities Fund, Inc.
FISCAL YEAR ENDED APRIL 30, 1997(5)
<TABLE>
<CAPTION>
TOTAL
PENSION OR ESTIMATED COMPENSATION
RETIREMENT ANNUAL FROM FUND
AGGREGATE BENEFITS BENEFITS AND FUND
COMPENSATION ACCRUED AS PART UPON COMPLEX
NAME OF PERSON FROM FUND OF FUND EXPENSES RETIREMENT (12 FUNDS)
- ---------------------------------------------------------- ------------- ------------------- ------------- -------------
<S> <C> <C> <C> <C>
Jean B. Buttner........................................... $ 0 N/A N/A $ 0
John W. Chandler.......................................... 3,016 N/A N/A 36,195
Leo R. Futia.............................................. 2,766 N/A N/A 33,195
Charles E. Reed........................................... 3,016 N/A N/A 36,195
Paul Craig Roberts........................................ 3,016 N/A N/A 36,195
Nancy-Beth Sheerr......................................... 1,484 N/A N/A 17,810
</TABLE>
- ------------------------
(5) Value Line Convertible Fund, Inc.
RATIFICATION OR REJECTION OF
SELECTION OF INDEPENDENT ACCOUNTANTS
(PROPOSAL NO. 2)
Subject to ratification by the stockholders at the Special Meeting, the
Boards of Directors/ Trustees (including a majority of those persons who are not
interested persons) approved the selection of Price Waterhouse LLP as
independent accounts for each Fund for its current fiscal year. Price Waterhouse
LLP has served as each Fund's independent accountants since 1984 or since such
Fund's inception, whichever is later. A representative of Price Waterhouse LLP
is not expected to be present at the Special Meeting.
6
<PAGE>
OTHER MATTERS
Management knows of no matters to be presented at the Meeting other than as
set forth above. If any other matters should come before the meeting, it is
understood that the persons named in the proxy intend to vote said proxy in
accordance with their best judgment.
ADDITIONAL INFORMATION
Value Line, Inc., 220 East 42nd Street, New York, NY 10017-5891, is the
investment adviser to each of the Funds and to the other Value Line Mutual
Funds. Value Line Securities, Inc., 220 East 42nd Street, New York, NY
10017-5891, a subsidiary of the Adviser, acts as principal underwriter and
distributor of each Fund for the sale and distribution of its shares.
NEXT MEETING OF SHAREHOLDERS
The Funds are not required and do not intend to hold annual or other
periodic meetings of shareholders except as required by the Investment Company
Act of 1940. The next meeting of the shareholders of any of the Funds will be
held at such time as the Board of Directors or Trustees may determine or at such
time as may be legally required. Any shareholder proposal intended to be
presented at such meeting must be received by the Fund at its office a
reasonable time prior to the meeting, as determined by the Board of Directors,
to be included in the Fund's proxy statement and form of proxy relating to such
meeting, and must satisfy all other legal requirements.
7
<PAGE>
EXHIBIT A
NUMBER OF OUTSTANDING SHARES OF EACH FUND
<TABLE>
<CAPTION>
SHARES OUTSTANDING
AS OF
FUND RECORD DATE
- ---------------------------------------------------------------------------------------------- ------------------
<S> <C>
The Value Line Fund, Inc...................................................................... 16,877,257
The Value Line Income Fund, Inc............................................................... 19,191,921
The Value Line Special Situations Fund, Inc................................................... 6,912,312
Value Line Leveraged Growth Investors, Inc.................................................... 11,202,634
The Value Line Cash Fund, Inc................................................................. 302,734,340
Value Line U.S. Government Securities Fund, Inc............................................... 16,759,920
Value Line Centurion Fund, Inc................................................................ 28,967,360
The Value Line Tax Exempt Fund, Inc.
Money Market Portfolio...................................................................... 19,225,220
High Yield Portfolio........................................................................ 17,304,377
Value Line Convertible Fund, Inc.............................................................. 5,469,369
Value Line Aggressive Income Trust............................................................ 12,703,768
Value Line New York Tax Exempt Trust.......................................................... 3,284,344
Value Line Strategic Asset Management Trust................................................... 55,201,203
</TABLE>
<PAGE>
EXHIBIT B
BENEFICIAL OWNERSHIP OF GREATER THAN
5% OF A FUND
<TABLE>
<CAPTION>
NUMBER AND PERCENTAGE OF
SHARES BENEFICIALLY OWNED
NAME AND ADDRESS FUND AS OF AUGUST 15, 1997
- --------------------------------------------------------------- ------------------------ -------------------------
<S> <C> <C>
Charles Schwab & Co., Inc. (1) Convertible 682,572 (12.1%)
101 Montgomery St.
San Francisco, CA 94104
Guardian Insurance & Annuity Co. (1) U.S. Government 1,131,364 (6.7%)
3900 Burgess Place
Bethlehem, PA 18017
Guardian Insurance & Annuity Co. (1) Strategic 55,434,641 (100%)
3900 Burgess Place
Bethlehem, PA 18017
Guardian Insurance & Annuity Co. (1) Centurion 28,799,757 (100%)
3900 Burgess Place
Bethlehem, PA 18017
Pershing Division (1) Aggressive 890,838 (7.0%)
Donaldson Lufkin Jenrette Sec. Corp.
P.O.B. 2052
Jersey City, NJ 07303
Charles Schwab & Co., Inc. (1) Aggressive 2,086,022 (16.4%)
101 Montgomery Street
San Francisco, CA 94104
National Financial Services Co. (1) Aggressive 1,973,354 (15.6%)
200 Liberty Street
New York, NY 10281
Guardian Insurance & Annuity Co. (1) Cash 20,718,557 (6.7%)
3900 Burgess Place
Bethlehem, PA 18017
Value Line, Inc. Cash 29,311,483(2) (9.4%)
220 East 42nd Street
New York, NY 10017
Value Line, Inc. Special 428,277(2) (6.5%)
220 East 42nd Street
New York, NY 10017
William E. Dorion Tax Exempt Money 959,956 (5.0%)
Elaine H. Dorion Market
8363 Creedmore South Dr.
Warrenton, Va 20187
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
NUMBER AND PERCENTAGE OF
SHARES BENEFICIALLY OWNED
NAME AND ADDRESS FUND AS OF AUGUST 15, 1997
- --------------------------------------------------------------- ------------------------ -------------------------
<S> <C>
Maechling Kao Trustee Tax Exempt Money 1,226,166 (6.3%)
Maechling Li Kao Trust Market
5004 Orleans Ct.
Kensington, MD 20895
</TABLE>
- ------------------------
(1) Of record only.
(2) Includes shares owned by Value Line, Inc., its subsidiaries, and its parent,
Arnold Bernhard & Co., Inc.
<PAGE>
EXHIBIT C
FUND SHARES BENEFICIALLY OWNED BY
EACH NOMINEE(1)
<TABLE>
<CAPTION>
NO. OF SHARES HELD AND PERCENT OF OUTSTANDING
AS OF
AUGUST 15, 1997(2)
-------------------------------------------------------------
NAME FUND INCOME SPECIAL LEVERAGED CASH GOVERNMENT
- ------------------------- ----- ------- -------- ---------- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
Jean B. Buttner(3)....... 516,337(3.1%) 193,257( .0%) 533,139( .0%) 721,648( .5%) 36,820,447(11.9%) 335,352(2.0%)
John W. Chandler(4)...... 96 222 122 62 1,263 118
Leo R. Futia(4).......... 288 596 309 2,385 2,614 5,231
David H. Porter.......... 0 0 0 0 0 0
Paul Craig Roberts(4).... 96 222 1,986 1,097 0 118
Nancy-Beth Sheerr(4)..... 43 118 61 26 1,000 90
All Directors and
Officers as a
Group(4)................ 520,680 196,108 539,252 730,677 36,825,324 339,678
</TABLE>
- ------------------------
(1) With the exception of Dr. Porter, each nominee is now a trustee or director
of each Fund.
(2) Each person had sole voting and investment power of shares owned
individually.
(3) Includes shares owned by Value Line, Inc. (the "Adviser") or its
subsidiaries or Arnold Bernhard & Co., Inc. ("AB&Co."). AB&Co. owns
approximately 81% of the outstanding shares of the Adviser's common stock.
Jean B. Buttner, Chairman, President and Chief Executive Officer of the
Adviser, owns all of the voting stock of AB&Co.
(4) Excluding Mrs. Buttner, the Directors and Officers individually and as a
Group owned less than 1% of the outstanding shares.
<PAGE>
EXHIBIT C
(CONTINUED)
FUND SHARES BENEFICIALLY OWNED BY
EACH NOMINEE(1)
<TABLE>
<CAPTION>
NO. OF SHARES HELD AND PERCENT OF OUTSTANDING
AS OF
AUGUST 15, 1997(2)
----------------------------------------------------------------------------------------
TAX EXEMPT
TAX EXEMPT MONEY NEW
NAME CENTURION HIGH YIELD MARKET CONVERTIBLE AGGRESSIVE YORK STRATEGIC
- ------------------------- ---------- ----------- ----------- ------------ ----------- ----- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Jean B. Buttner(3)....... 0 254,884( .5%) 1,336(5) 172,563( .1%) 145,694( .1%) 107,098(3.3%) 0
John W. Chandler(4)...... 0 130 0 147 240 0 0
Leo R. Futia(4).......... 0 3,352 0 4,695 2,417 0 0
David H. Porter(4)....... 0 0 0 0 0 0 0
Paul Craig Roberts(4).... 0 130 0 0 240 0 0
Nancy-Beth Sheerr(4)..... 0 91 0 69 120 0 0
All Directors and
Officers as a Group(4).. 0 340,933 1,336(5) 178,362 149,559 107,098 0
</TABLE>
- ------------------------
(1) With the exception of Dr. Porter, each nominee is now a trustee or director
of each Fund.
(2) Each person had sole voting and investment power of shares owned
individually.
(3) Includes shares owned by Value Line, Inc. (the "Adviser") or its
subsidiaries or Arnold Bernhard & Co., Inc. ("AB&Co."). AB&Co. owns
approximately 81% of the outstanding shares of the Adviser's common stock.
Jean B. Buttner, Chairman, President and Chief Executive Officer of the
Adviser, owns all of the voting stock of AB&Co.
(4) Excluding Mrs. Buttner, the Directors and Officers individually and as a
Group owned less than 1% of the outstanding shares.
(5) Represents less than 1% of the outstanding.
