VALUE LINE FUND INC, DEFS14A, 2000-04-25

VALUE LINE FUND INC
DEFS14A, 2000-04-25

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<PAGE>
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

<TABLE>
<S> <C>
Filed by the Registrant /X/
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
</TABLE>

THE VALUE LINE FUND, INC.
VALUE LINE INCOME AND GROWTH 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.
THE VALUE LINE TAX EXEMPT FUND, INC.
VALUE LINE COVERTIBLE FUND, INC.
VALUE LINE AGGRESSIVE INCOME FUND, INC.
VALUE LINE NEW YORK TAX EXEMPT TRUST
-------------------------------------------------------------
(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):

<TABLE>
<S> <C> <C>
/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:
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(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:
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/ / 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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</TABLE>
<PAGE>
THE VALUE LINE FUND, INC.
VALUE LINE INCOME AND GROWTH 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.
THE VALUE LINE TAX EXEMPT FUND, INC.
VALUE LINE CONVERTIBLE FUND, INC.
VALUE LINE AGGRESSIVE INCOME TRUST
VALUE LINE NEW YORK TAX EXEMPT TRUST

220 EAST 42ND STREET,
NEW YORK, NY 10017-5891

April 25, 2000

Dear Shareholder:

Your Board of Directors or Trustees has scheduled a shareholders' meeting for
June 15, 2000, to vote on an important proposal affecting your fund. As a
shareholder, you have the opportunity to voice your opinion on matters that
affect your fund. The Board of your fund believes that the adoption of the
Service and Distribution Plan is in the best interests of the fund and its
shareholders. In the Proxy Statement which is enclosed with this letter, you
will find more information about the Plan.

No matter how many shares you own, it is important that you take the time to
read the Proxy Statement and vote as soon as possible. If you have more than one
account in one fund or are a shareholder in more than one fund, you will receive
multiple proxy ballots. Please return all of the proxy ballots. If votes are not
cast, the fund may have to incur the expense of follow-up solicitations to
achieve a quorum. All shareholders benefit from the speedy return of ballots.

If you have any questions regarding the proxy or the voting process, please call
our proxy consultant, D.F. King & Co., Inc., at 1-800-628-8536. If you have any
questions about your account, please call 1-800-223-0818.

Faithfully yours,

/s/ Jean Bernhard Buttner
Jean Bernhard Buttner
Chairman of the Board and President
Value Line Mutual Funds
<PAGE>
WHY AM I RECEIVING THIS PACKAGE OF MATERIAL?

You are receiving information about an upcoming special shareholder meeting
which will take place on June 15, 2000, 11:00 a.m. local time. Included in this
package is a proxy statement explaining a series of proposals that you are being
asked to consider and approve and a proxy card that we ask you to vote and
return as soon as possible.

WHAT PROPOSALS AM I BEING ASKED TO CONSIDER?

The Funds ask you to consider and approve the following three items:

1.) The election of three additional directors or trustees of each Fund;

2.) The adoption of a Service and Distribution Plan for each Fund;

3.) The selection of PricewaterhouseCoopers as independent accountants for
each Fund.

WHAT BENEFITS CAN BE EXPECTED FROM THE NEW DISTRIBUTION PLAN?

The Board believes that the Plan will benefit the Fund by helping to attract
new shareholders to the Fund in order to expand its size and thereby achieve
greater economies of scale. The Board believes that the adoption of the Plan is
necessary to enable the Fund to remain competitive with similar funds that reach
investors through marketing, advertising and by offering institutions incentives
to direct shareholders to the Funds and assist investors in purchasing shares of
the Funds.

HOW DOES THE BOARD OF DIRECTORS SUGGEST THAT I VOTE?

At a meeting held on March 16, 2000, the Board of Directors/Trustees of the
Funds unanimously approved all of the proposals and recommended that
shareholders vote "FOR" each proposal.

HOW DO I VOTE MY SHARES?

As a convenience to shareholders, you can now vote in any one of the
following four ways:

- BY TELEPHONE: CALL 1-888-779-8683 AND FOLLOW THE RECORDED INSTRUCTIONS;
OR CALL A
REPRESENTATIVE AT D.F. KING & CO. AT 1-800-628-8536.

- BY MAIL, WITH ENCLOSED PROXY; OR

- IN PERSON AT THE MEETING.

WHAT WILL HAPPEN IF THE FUND DOES NOT RECEIVE ENOUGH VOTES?

If the requisite number of votes is not received by the meeting date, the
Fund may have to incur the expense of follow-up solicitations.

WHO SHOULD I CALL IF I HAVE QUESTIONS RELATING TO MY ACCOUNT OR THE PROXY?

If you have questions that are not related to the proxy, please call Value
Line at 1-800-223-0818. If your questions pertain to the proxy material please
call D.F. King & Co., Inc., at 1-800-628-8536.
<PAGE>
THE VALUE LINE FUND, INC.
VALUE LINE INCOME AND GROWTH 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.
THE VALUE LINE TAX EXEMPT FUND, INC.
VALUE LINE CONVERTIBLE FUND, INC.
VALUE LINE AGGRESSIVE INCOME TRUST
VALUE LINE NEW YORK TAX EXEMPT TRUST
220 EAST 42ND STREET,
NEW YORK, NY 10017-5891
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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
JUNE 15, 2000
------------------------
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 offices of Value Line Distribution Center,
Inc., 125 East Union Avenue, East Rutherford, NJ 07073, on June 15, 2000, at
11:00 a.m., for the following purposes:
1. To elect three additional directors or trustees of each Fund to serve
until their successors are duly elected and qualified.
2. To approve or disapprove the adoption of a Service and Distribution Plan
for each Fund.
3. To ratify the selection of PricewaterhouseCoopers LLP as independent
accountants for each Fund for its current fiscal year.
4. To transact such other business which may properly come before the
meeting or any adjournment thereof.
The close of business on April 18, 2000, 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) or postponement(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.
By Order of the Boards of Directors

David T. Henigson,
Secretary
April 25, 2000
<PAGE>
THE VALUE LINE FUND, INC.
VALUE LINE INCOME AND GROWTH 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.
THE VALUE LINE TAX EXEMPT FUND, INC.
VALUE LINE CONVERTIBLE FUND, INC.
VALUE LINE AGGRESSIVE INCOME TRUST
VALUE LINE NEW YORK TAX EXEMPT 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 June 15, 2000, at 11:00 a.m. local time, at the offices of Value Line
Distribution Center, Inc., 125 East Union Avenue, East Rutherford, NJ 07073, for
the purposes set forth in the attached Notice of Meeting. This Proxy Statement
is being first mailed to shareholders on or about April 25, 2000.

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 and is properly executed. You may direct the proxy
holders to vote your Fund shares by checking the appropriate "For" or "Against"
box 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 3 requires an affirmative vote of a majority of the shares
represented at the meeting; approval of Proposal No. 2 requires the affirmative
vote of a majority of the outstanding shares of the Fund which, as defined by
the Investment Company Act of 1940 (the "1940 Act"), means the vote of (1) 67%
or more of the shares present at the meeting if the holders of more than 50% of
the outstanding shares are present or represented by proxy; or (2) more than 50%
of the outstanding shares of the Fund, whichever is less.

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For each Fund, other than those named in the next sentence, a majority of
the shares outstanding on the record date, April 18, 2000 ("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. Accordingly, you are urged
to forward your voting instructions promptly.

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 April 18, 2000, 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 and of
soliciting proxies on behalf of the Board of Directors or Trustees of the Funds
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 or by telephone by officers of
the Funds and by employees of the Adviser (for which solicitation, no
compensation will be paid). The Funds will, upon request, reimburse nominees and
other fiduciaries for their reasonable expenses in sending proxies and
accompanying material to their principals. D.F. King & Co., Inc. has been
retained by the Funds to assist in the solicitation of proxies. It is
anticipated that the cost of using D.F. King & Co., Inc. will not exceed
$186,000.

2
<PAGE>
ELECTION OF THREE ADDITIONAL DIRECTORS/TRUSTEES
(PROPOSAL NO. 1)

The persons named below under the caption "Nominees" 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. Directors/Trustees hold office for an
indefinite term since the Funds do not have regularly scheduled shareholder
meetings. If any nominee becomes 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 identity of the nominees, the incumbent Directors/Trustees and the
executive officers of each Fund, as well as their principal occupations during
the last five years are set forth below. Each nominee is a director of three
other funds in the Value Line family of funds. The nominees, as well as each
incumbent Director/Trustee, are also nominees for election as Directors/Trustees
of two other funds in the Value Line family of funds (Value Line Centurion Fund,
Inc. and Value Line Strategic Asset Management Trust). A table indicating
ownership of Fund shares by each nominee and Director/Trustee is attached as
Exhibit C. None of the nominees own any Fund shares.

NOMINEES

Frances T. Newton (age 58)--Computer Programming Professional, Duke Power
Company

Francis C. Oakley (age 68)--Professor of History, Williams College, 1961 to
present, President, 1985-1993, and President Emeritus since 1994; Director,
Berkshire Life Insurance Company

Marion N. Ruth (age 65)--Real Estate Executive. President, Ruth Realty (real
estate broker)

DIRECTORS/TRUSTEES

Jean Bernhard Buttner* (age 65)--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 76)--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 the Board of
Trustees of Duke University; President Emeritus, Williams College

David H. Porter (age 64)--Director or Trustee of each Fund since 1997.
President Emeritus of Skidmore College since 1999 and President, 1987-1998;
Visiting Professor of Classics, Williams College since July 1, 1999; Director,
Adirondack Trust Company

Paul Craig Roberts (age 61)--Director or Trustee of each Fund since 1983 or
its inception, whichever is later. Chairman, Institute for Political Economy;
Director, A. Schulman Inc. (plastics)

Nancy-Beth Sheerr (age 51)--Director or Trustee of each Fund since 1996.
Former Chairman, Radcliffe College Board of Trustees
- ------------------------
* Mrs. Buttner is an "interested person" as defined in the 1940 Act by virtue
of her positions with the Adviser and her indirect ownership of a
controlling interest in the Adviser.

3
<PAGE>
EXECUTIVE OFFICERS OF THE FUNDS

The executive officers of each Fund are set forth below.

Jean Bernhard Buttner (age 65)--Chairman of the Board and President of each
Fund.

David T. Henigson (age 42)--Vice President, Secretary and Treasurer of each
Fund; Director, Vice President and Compliance Officer of the Adviser; Director
and Vice President of the Distributor.

Philip J. Orlando, CFA (age 41)--Vice President, The Value Line Fund, Inc.,
Value Line Income and Growth Fund, Inc., The Value Line Special Situations
Fund, Inc.; Chief Investment Officer with the Adviser's Asset Management
Division.

Stephen Grant (age 46)--Vice President, Value Line Income and Growth
Fund, Inc.; The Value Line Special Situations Fund, Inc.; Value Line Leveraged
Growth Investors, Inc.; Portfolio Manager with the Adviser.

Alan N. Hoffman, CFA (age 46)--Vice President, The Value Line Fund, Inc.;
Value Line Leveraged Growth Investors, Inc.; Portfolio Manager with the Adviser.

Nathan N.J. Grant (age 30)--Vice President, The Value Line Cash Fund, Inc.;
Value Line Aggressive Income Trust; Value Line Convertible Fund, Inc.; Portfolio
Manager with the Adviser since 1996; Trader, Fixed Income Securities,
Blaylock & Partners, 1994-1996.

Charles Heebner (age 63)--Vice President, Value Line New York Tax Exempt
Trust; The Value Line Tax Exempt Fund, Inc.; Portfolio Manager with the Adviser.

Raymond S. Cowen (age 78)--Vice President, Value Line New York Tax Exempt
Trust; The Value Line Tax Exempt Fund; Assistant Research Director with the
Adviser.

Bruce Alston (age 54)--Vice President, Value Line Convertible Fund, Inc.;
Value Line U.S. Government Securities Fund, Inc.; Value Line Aggressive Income
Trust; Portfolio Manager with the Adviser since 1997; Portfolio Manager with
Dreyfus Management, Inc., 1994-1996.

The Board of Directors/Trustees of each Fund met four times during that
Fund's most recent fiscal year. 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.

Each Fund has an Audit Committee composed of all the Directors or Trustees,
including Mrs. Buttner, who is an "interested person" of each Fund, as defined
by the 1940 Act. The duties of this Committee include meeting twice each year
with the Funds' independent 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 at the present time.

Each of the Directors/Trustees, other than Mrs. Buttner, receives from the
Value Line Funds an aggregate annual fee of $21,220 per year plus $3,000 for
each meeting of the Board attended, $1,200

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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 Value Line Funds of which they
are a Director or Trustee.

The following table sets forth information relating to the compensation paid
to Directors or Trustees during each Fund's last fiscal year:

COMPENSATION TABLES

<TABLE>
<CAPTION>
TOTAL
PENSION OR ESTIMATED COMPENSATION
RETIREMENT ANNUAL FROM EACH FUND
AGGREGATE BENEFITS BENEFITS AND FUND
COMPENSATION ACCRUED AS PART UPON COMPLEX
NAME OF PERSON FROM EACH FUND OF FUND EXPENSES RETIREMENT (12 FUNDS)
- -------------- -------------- ---------------- ---------- --------------
<S> <C> <C> <C> <C>
Jean B. Buttner............................ $ 0 N/A N/A $ 0
John W. Chandler........................... 2,968 N/A N/A 35,620
Charles E. Reed............................ 2,968 N/A N/A 35,620
Paul Craig Roberts......................... 2,968 N/A N/A 35,620
Nancy-Beth Sheerr.......................... 2,968 N/A N/A 35,620
</TABLE>

APPROVAL OR DISAPPROVAL OF A
SERVICE AND DISTRIBUTION PLAN FOR EACH FUND
(PROPOSAL NO. 2)

At a meeting of the Board of Directors/Trustees called for the purpose on
March 16, 2000, the Board of Directors/Trustees considered adoption of a Service
and Distribution Plan (the "Plan") pursuant to Rule 12b-1 under the 1940 Act as
more fully described below. Rule 12b-1 regulates the circumstances under which
an investment company may, directly or indirectly, bear the expenses of
distributing its shares. The Plan was approved by all of the Directors/Trustees
voting in person, including all of the Directors/Trustees who are not
"interested persons" of each Fund (as defined in the 1940 Act) and have no
direct or indirect financial interest in the Plan or in any agreements related
thereto (the "Independent Directors"). The Board of Directors/Trustees
recommends that the shareholders of each Fund approve the Plan, a copy of which
is attached to this Proxy Statement as Exhibit D.

If the Plan is approved by the Shareholders, it is contemplated that it will
come into effect on July 1, 2000 and may be continued annually thereafter,
provided that such continuance is specifically approved by the Fund's Board of
Directors/Trustees including a majority of the Independent Directors, pursuant
to a vote cast in person at a meeting called for that purpose.

The Plan permits each Fund to finance the activities of Value Line
Securities, Inc., the Funds' distributor and a subsidiary of the Adviser (the
"Distributor"), that are principally intended to result in the sale of the
Fund's shares, including providing incentives to securities dealers to sell Fund
shares

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and providing administrative support services to a Fund and its shareholders,
compensating other participating financial institutions and organizations
(including individuals) for servicing the accounts of shareholders and providing
administrative support services to a Fund and its shareholders, paying costs
incurred in conjunction with advertising and marketing of a Fund's shares, such
as the expense of preparing, printing and distributing prospectuses and sales
literature to prospective shareholders, securities dealers and others, and
paying other costs incurred in the implementation and operation of the Plan. The
Plan provides that each Fund will pay the Distributor a fee at the annual rate
of 0.25% of the Fund's average daily net assets as compensation for its service.
The Plan also provides that the Adviser may make such payments out of its
advisory fee, its past profits or any other source available to it. The fees
payable to the Distributor under the Plan are payable without regard to actual
expenses incurred by the Distributor which means that the Distributor might make
a profit from these fees. The Distributor reserves the right to waive the fees
payable under the Plan with respect to any Fund.

The Plan provides that the Board of Directors/Trustees will be given, at
least quarterly, a written report of all amounts expended pursuant to the Plan
and the purposes for which such amounts were expended. The Plan also provides
that it may not be amended to increase materially the costs which the Fund may
bear pursuant to the Plan without shareholder approval by a vote of a majority
of the outstanding voting securities of the Fund (as defined in the 1940 Act)
and that any material amendments to the Plan must be approved by the
Directors/Trustees including a majority of the Independent Directors, by vote
cast in person at a meeting called for that purpose.

The Plan is terminable without penalty, at any time, by a vote of a majority
of the Directors/ Trustees including a majority of the Independent Directors or
by a vote of a majority of the outstanding voting securities of the Fund (as
defined in the 1940 Act).

FACTORS CONSIDERED BY THE BOARD OF DIRECTORS

The Adviser and the Distributor proposed to the Board of Directors/Trustees
that each Fund adopt the Plan pursuant to Rule 12b-1 under the 1940 Act. The
Distributor has acted as distributor for the Fund since the Fund's inception
under a contract with the Fund pursuant to which the Distributor currently does
not receive compensation.

In considering the Plan, the Board of Directors/Trustees took into account
the benefits of advertising, marketing and distribution efforts to be undertaken
by the Distributor in attracting investors. In addition, the Distributor advised
the Board of Directors/Trustees that the possibility of payments of service fees
to securities dealers and other financial institutions will permit the Fund to
compensate these entities who, in return, provide shareholder servicing,
including assisting Fund shareholders in considering and understanding their
investment in the Fund. The Directors/Trustees believe that there is a
reasonable likelihood that all of these activities are likely to stimulate
additional sales of the Fund's shares and assist the Fund in increasing its
present asset base in the face of competition from a variety of financial
products. Such competition, absent an effective and attractive distribution
program, could adversely affect the Fund by making it increasingly difficult to
attract new investors and to maintain existing investors.

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The Board of Directors/Trustees also considered the reasons why it is
important for the Fund's assets to grow. It was recognized that it is desirable
for all shareholders that the Fund sustain a flow of new investment monies,
primarily to offset the effects of redemptions. The Board of Directors/ Trustees
evaluated the potentially adverse effects that might result from a pattern of
net redemptions and the possibility of a net cash outflow resulting therefrom.
Net cash outflow would increase the likelihood of having to dispose of portfolio
securities for other than investment reasons at unfavorable prices while net
cash inflow minimizes the need to sell securities to meet redemptions when
investment considerations would indicate that they continue to be held, reduces
daily liquidity requirements and permits a prompt restructuring of a portfolio
without the need to dispose of present holdings. It was also recognized that
payments made pursuant to the Plan might be offset in part by economies of scale
associated with the growth of the Fund's assets.

The Directors/Trustees believe that the fee payable under the Plan is
reasonable in view of distribution, administration and promotion services to be
provided. The Directors/Trustees in voting to approve the Plan, determined that
there is a reasonable likelihood that the Plan will benefit the Fund by helping
to attract new shareholders to the Fund in order to expand its size and thereby
achieve greater economies of scale. In this regard, the Directors/Trustees
concluded that adoption of the Plan was necessary to enable the Fund to remain
competitive with similar funds that seek to reach investors through advertising
and marketing efforts and through offering financial incentives to institutions
that direct investors to such funds and provide shareholder servicing and
administrative services for the benefit of their customers who are shareholders
of such funds. The Directors/Trustees believe that the payments made pursuant to
the Plan will facilitate the sale of the Fund's shares and benefit the Fund and
its shareholders. The operating expenses of the Fund will be increased under the
Plan by 0.25 of 1%, on an annual basis, of the Fund's average daily net assets
(and the Fund's net yield to shareholders will correspondingly be decreased by
0.25 of 1%). Overall operating expenses of the Fund are anticipated to remain
competitive with and in many cases below those of comparable funds offered to
investors.

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COMPARATIVE FEE TABLES

If the Plan were adopted, the expenses of each Fund would be affected as
indicated in the following tables:

ANNUAL FUND OPERATING EXPENSES
FOR EACH FUND'S LAST FISCAL YEAR
(AS A PERCENTAGE OF AVERAGE NET ASSETS)

<TABLE>
<CAPTION>
EXISTING EXPENSES ADJUSTED EXPENSES
----------------- -----------------
<S> <C> <C>
Value Line Fund
Management Fees........................................... 0.66% 0.66%
12b-1 Fees................................................ None 0.25%
Other Expenses............................................ 0.10% 0.10%
Total Fund Operating Expenses............................. 0.76% 1.01%
Income and Growth Fund
Management Fees........................................... 0.67% 0.67%
12b-1 Fees................................................ None 0.25%
Other Expenses............................................ 0.16% 0.16%
Total Fund Operating Expenses............................. 0.83% 1.08%
Special Situations Fund
Management Fees........................................... 0.74% 0.74%
12b-1 Fees................................................ None 0.25%
Other Expenses............................................ 0.15% 0.15%
Total Fund Operating Expenses............................. 0.89% 1.14%
Leveraged Growth Fund
Management Fees........................................... 0.75% 0.75%
12b-1 Fees................................................ None 0.25%
Other Expenses............................................ 0.07% 0.07%
Total Fund Operating Expenses............................. 0.82% 1.07%
Cash Fund
Management Fees........................................... 0.40% 0.40%
12b-1 Fees................................................ None 0.25%
Other Expenses............................................ 0.15% 0.15%
Total Fund Operating Expenses............................. 0.55% 0.80%
Government Fund
Management Fees........................................... 0.50% 0.50%
12b-1 Fees................................................ None 0.25%
Other Expenses............................................ 0.17% 0.17%
Total Fund Operating Expenses............................. 0.67% 0.92%
</TABLE>

8
<PAGE>

<TABLE>
<CAPTION>
EXISTING EXPENSES ADJUSTED EXPENSES
----------------- -----------------
<S> <C> <C>
Tax Exempt Fund: Money Market Portfolio
Management Fees........................................... 0.50% 0.50%
12b-1 Fees................................................ None 0.25%
Other Expenses............................................ 0.65% 0.65%
Total Fund Operating Expenses............................. 1.15% 1.40%
Tax Exempt Fund: National Bond Portfolio
Management Fees........................................... 0.50% 0.50%
12b-1 Fees................................................ None 0.25%
Other Expenses............................................ 0.14% 0.14%
Total Fund Operating Expenses............................. 0.64% 0.89%
Convertible Fund
Management Fees........................................... 0.75% 0.75%
12b-1 Fees................................................ None 0.25%
Other Expenses............................................ 0.25% 0.25%
Total Fund Operating Expenses............................. 1.00% 1.25%
Aggressive
Management Fees........................................... 0.66% 0.66%
12b-1 Fees................................................ None 0.25%
Other Expenses............................................ 0.16% 0.16%
Total Fund Operating Expenses............................. 0.82% 1.07%
New York Tax Exempt
Management Fees........................................... 0.60% 0.60%
12b-1 Fees................................................ None 0.25%
Other Expenses............................................ 0.45% 0.45%
Total Fund Operating Expenses............................. 1.05% 1.30%
</TABLE>

EXAMPLES

The following examples help you compare the costs of investing in the Funds
under the current expense structure and after adoption of the 12b-1 Plan. They
assume that you invest $10,000 in a Fund for the periods shown, you reinvest all
dividends and distributions, your investment has a 5% return each year and the
Funds' operating expenses remain the same. These are examples only, and your
actual costs may be greater or less than those shown here.

9
<PAGE>

<TABLE>
<CAPTION>
EXISTING EXPENSES PROPOSED EXPENSES
----------------- -----------------
<S> <C> <C>
Value Line Fund
1 Year.................................................... $ 78 $ 103
3 Year.................................................... 243 322
5 Years................................................... 422 558
10 Years.................................................. 942 1,236
Income and Growth Fund
1 Year.................................................... 85 110
3 Years................................................... 265 343
5 Years................................................... 460 595
10 Years.................................................. 1,025 1,317
Special Situations Fund
1 Year.................................................... 91 116
3 Years................................................... 284 362
5 Years................................................... 493 628
10 Years.................................................. 1,096 1,386
Leveraged Growth Fund
1 Year.................................................... 84 109
3 Years................................................... 262 340
5 Years................................................... 455 590
10 Years.................................................. 1,014 1,306
Cash Fund
1 Year.................................................... 56 82
3 Years................................................... 176 255
5 Years................................................... 307 444
10 Years.................................................. 689 990
Government Fund
1 Year.................................................... 68 94
3 Years................................................... 214 293
5 Years................................................... 373 509
10 Years.................................................. 835 1131
Tax Exempt Fund: Money Market Portfolio
1 Year.................................................... 117 143
3 Years................................................... 365 443
5 Years................................................... 633 766
10 Years.................................................. 1,398 1,680
</TABLE>

10
<PAGE>

<TABLE>
<CAPTION>
EXISTING EXPENSES PROPOSED EXPENSES
----------------- -----------------
<S> <C> <C>
Tax Exempt Fund: National Bond Portfolio
1 Year.................................................... $ 65 $ 91
3 Years................................................... 205 284
5 Years................................................... 357 493
10 Years.................................................. 798 1,097
Convertible Fund
1 Year.................................................... 102 127
3 Years................................................... 318 397
5 Years................................................... 552 686
10 Years.................................................. 1,225 1,511
Aggressive
1 Year.................................................... 84 109
3 Years................................................... 262 340
5 Years................................................... 455 590
10 Years.................................................. 1,014 1,306
New York Tax Exempt
1 Year.................................................... 107 132
3 Years................................................... 334 412
5 Years................................................... 579 713
10 Years.................................................. 1,283 1,568
</TABLE>

A significant effect of the Plan is that it will enable the Distributor to
make payments to participating broker-dealers, thereby enabling and encouraging
them to make available or recommend the Fund's shares to their customers and,
thereafter, to assist the Fund in providing high-quality shareholder services to
their customers who have purchased shares of the Fund.

The Fund's Directors/Trustees believe that shareholders are benefited when
the Fund's assets are relatively stable or increasing. In considering the Plan,
the Directors/Trustees took into account the possible benefits of the Plan to
the Adviser, including increased advisory fees payable by the Fund if its net
assets increase.

The Directors/Trustees believe that were the Plan not to be approved, the
Fund might not be able to attract and retain the support of financial
intermediaries and, as a result of the consequent erosion in the Fund's asset
base, the Fund would be burdened with greater relative costs and possibly might
not be capable of the same investment flexibility as would a larger fund. It is
the belief of the Directors/Trustees that adoption of the Plan will enable the
Fund to maintain and possibly enhance the Fund's performance for its
shareholders and the quality of its shareholder services.

THE BOARD OF DIRECTORS/TRUSTEES RECOMMENDS THAT SHAREHOLDERS VOTE FOR
APPROVAL OF THE PROPOSED SERVICE AND DISTRIBUTION PLAN.

11
<PAGE>
RATIFICATION OR REJECTION OF
SELECTION OF INDEPENDENT ACCOUNTANTS
(PROPOSAL NO. 3)

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 PricewaterhouseCoopers LLP as
independent accountants for each Fund for its current fiscal year.
PricewaterhouseCoopers LLP has served as each Fund's independent accountants
since 1984 or since such Fund's inception, whichever is later. A representative
of PricewaterhouseCoopers LLP is not expected to be present at the Special
Meeting.

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 or
Trustees, to be included in the Fund's proxy statement and form of proxy
relating to such meeting, and must satisfy all other legal requirements.

12
<PAGE>
EXHIBIT A

NUMBER OF OUTSTANDING SHARES OF EACH FUND

<TABLE>
<CAPTION>
SHARES OUTSTANDING
AS OF
FUND APRIL 18, 2000
- ---- ------------------
<S> <C>
The Value Line Fund, Inc.................................... 18,583,027
Value Line Income and Growth Fund, Inc...................... 22,675,096
The Value Line Special Situations Fund, Inc................. 16,666,014
Value Line Leveraged Growth Investors, Inc.................. 13,008,716
The Value Line Cash Fund, Inc............................... 349,528,640
Value Line U.S. Government Securities Fund, Inc............. 13,364,200
The Value Line Tax Exempt Fund, Inc.
Money Market Portfolio.................................... 13,185,142
National Bond Portfolio................................... 15,174,774
Value Line Convertible Fund, Inc............................ 6,344,613
Value Line Aggressive Income Trust.......................... 19,121,422
Value Line New York Tax Exempt Trust........................ 2,985,836
</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 APRIL 18, 2000
- ---------------- ---- -------------------------
<S> <C> <C>

Value Line Inc. (2) Convertible 451,302(7.1%)
220 East 42nd Street
New York, NY 10017
Charles Schwab & Co., Inc. (1) Convertible 1,189,287(18.7%)
101 Montgomery St.
San Francisco, CA 94104
Charles Schwab & Co., Inc. (1) U.S. Government 719,928(5.4%)
101 Montgomery St.
San Francisco, CA 94104
Guardian Insurance & Annuity Co. (1) U.S. Government 680,244(5.1%)
3900 Burgess Place
Bethlehem, PA 18017
Value Line Inc. (2) Leveraged 937,822(7.2%)
220 East 42nd Street
New York, NY 10017
Charles Schwab & Co., Inc. (1) Aggressive 4,820,534(25.2%)
101 Montgomery Street
San Francisco, CA 94104
National Financial Services Co. (1) Aggressive 3,720,257(19.4%)
200 Liberty Street
New York, NY 10281
Guardian Insurance & Annuity Co. (1) Cash 18,256,293(5.2%)
3900 Burgess Place
Bethlehem, PA 18017
Value Line, Inc. (2) Cash 57,420,516(16.4%)
220 East 42nd Street
New York, NY 10017
Value Line, Inc. (2) Special 979,323(5.8%)
220 East 42nd Street
New York, NY 10017
William E. Dorion Tax Exempt Money 1,024,016(7.8%)
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 APRIL 18, 2000
- ---------------- ---- -------------------------
<S> <C> <C>
Charles Schwab & Co., Inc. (1) Special 5,251,333(31.5%)
101 Montgomery St.
San Francisco, CA 94104
National Financial Services Co. (1) Special 948,142(5.7%)
200 Liberty Street
New York, NY 10281
</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 AND DIRECTOR OR TRUSTEE
<TABLE>
<CAPTION>
NO. OF SHARES HELD AND PERCENT OF OUTSTANDING
AS OF
APRIL 18, 2000(1)
---------------------------------------------------------
NAME FUND INCOME & GROWTH SPECIAL
- ---- ------------- --------------- ---------------
<S> <C> <C> <C>
Jean B. Buttner(2)....... 670,448(3.6%) 680,094(3.0%) 1,169,694(7.0%)
John W. Chandler(3)...... 222 306 725
Frances T. Newton*....... 521 105 42
Francis C. Oakley*....... 329 95 34
David H. Porter(3)....... 54 93 69
Paul Craig Roberts(3).... 130 306 2,712
Marion N. Ruth*.......... 41 105 42
Nancy-Beth Sheerr(3)..... 59 162 84
All Directors and
Officers as a
Group(3)................ 673,966(3.6%) 680,961(3.0%) 1,174,476(7.0%)

<CAPTION>
NO. OF SHARES HELD AND PERCENT OF OUTSTANDING
AS OF
APRIL 18, 2000(1)
-------------------------------------------------------
NAME LEVERAGED CASH GOVERNMENT
- ---- ------------- ----------------- ----------
<S> <C> <C> <C>
Jean B. Buttner(2)....... 993,621(7.6%) 68,244,495(19.5%) 194(4)
John W. Chandler(3)...... 110 1,439 138
Frances T. Newton*....... 18 1,000 93
Francis C. Oakley*....... 16 1,000 93
David H. Porter(3)....... 16 1,000 93
Paul Craig Roberts(3).... 1,507 1,051 94
Marion N. Ruth*.......... 18 1,000 93
Nancy-Beth Sheerr(3)..... 32 1,137 106
All Directors and
Officers as a
Group(3)................ 996,677(7.7%) 68,249,122(19.5%) 625(4)
</TABLE>

- ------------------------
* Nominee

(1) Each person had sole voting and investment power of shares owned
individually.

(2) Includes shares owned by Value Line, Inc. (the "Adviser") or its
subsidiaries or Arnold Bernhard & Co., Inc. ("AB&Co."). AB&Co. owns
approximately 84% 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.

(3) Excluding Mrs. Buttner, the Directors and Officers individually and as a
Group owned less than 1% of the outstanding shares.

(4) Represents less than 1% of the outstanding shares.
<PAGE>
EXHIBIT C

(CONTINUED)

FUND SHARES BENEFICIALLY OWNED BY
EACH NOMINEE AND DIRECTOR OR TRUSTEE

<TABLE>
<CAPTION>
NO. OF SHARES HELD AND PERCENT OF OUTSTANDING
AS OF
APRIL 18, 2000(1)
-----------------------------------------------------------------------------------------
TAX EXEMPT TAX EXEMPT NEW
NAME NATIONAL BOND MONEY MARKET CONVERTIBLE AGGRESSIVE YORK
- ---- ------------- ------------ ------------ ------------- -------------
<S> <C> <C> <C> <C> <C>
Jean B. Buttner(2)....... 128,517(4) 2,427(4) 75,448(1.2%) 491,068(2.6%) 125,268(4.2%)
John W. Chandler(3)...... 154 1,216 183 602 0
Frances T. Newton*....... 100 1,000 65 148 0
Francis C. Oakley*....... 99 1,000 57 144 0
David H. Porter(3)....... 99 1,000 57 155 104
Paul Craig Roberts(3).... 97 0 80 310 0
Marion N. Ruth*.......... 100 1,000 65 148 0
Nancy-Beth Sheerr(3)..... 107 1,000 86 154 0
All Directors and
Officers
as a Group(3)........... 128,974(4) 5,643(4) 75,854(1.2%) 492,289(2.6%) 125,372(4.2%)
</TABLE>

- ------------------------
* Nominee

(1) Each person had sole voting and investment power of shares owned
individually.

(2) 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.

(3) Excluding Mrs. Buttner, the Directors and Officers individually and as a
Group owned less than 1% of the outstanding shares.

(4) Represents less than 1% of the outstanding shares.
<PAGE>
EXHIBIT D

THE VALUE LINE FUND, INC.
VALUE LINE INCOME AND GROWTH 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.
THE VALUE LINE TAX EXEMPT FUND, INC.
VALUE LINE CONVERTIBLE FUND, INC.
VALUE LINE AGGRESSIVE INCOME TRUST
VALUE LINE NEW YORK TAX EXEMPT TRUST
SERVICE AND DISTRIBUTION PLAN (THE "PLAN")

The Plan is adopted as of this 16 day of March, 2000, by the Board of
Directors or Trustees of each Fund listed above (the "Fund").

1. The Plan is adopted pursuant to Rule 12b-1 under the Investment Company
Act of 1940 (the "Act") so as to allow the Fund to make payments as
contemplated herein, in conjunction with the distribution of shares of
Common Stock of the Fund ("Shares"). Payments also may be made by Value
Line, Inc., the Fund's investment adviser, out of its fees, its past
profits or any other source available to it.

2. The Plan is designed to finance activities of Value Line Securities, Inc.
("VLS") principally intended to result in sale of the Shares and to
include the following: (a) to provide incentive to securities dealers to
sell Shares and to provide administrative support services to the Fund
and its shareholders; (b) to compensate other participating financial
institutions and organizations (including individuals) for providing
administrative support services to the Fund and its shareholders; (c) to
pay for costs incurred in conjunction with advertising and marketing of
Shares including expenses of preparing, printing and distributing
prospectuses and sales literature to prospective shareholders, securities
dealers and others, and for servicing the accounts of shareholders and
(d) other costs incurred in the implementation and operation of the Plan.

3. As compensation for the services to be provided under this Plan, VLS
shall be paid a fee at the annual rate of 0.25% of the Fund's average
daily net assets.

4. All payments to securities dealers, participating financial institutions
and other organizations shall be made pursuant to the terms of a
Distribution Agreement between VLS and such dealer, institution or
organization.

5. The Board of Directors or Trustees shall be provided, at least quarterly,
with a written report of all amounts expended pursuant to the Plan and
the purpose for which the amounts were expended.
<PAGE>
6. The Plan will become effective at the later of July 1, 2000 or upon
approval by (a) a majority of the outstanding shares of Common Stock of
the Fund and (b) a majority of the Board of Directors or Trustees who are
not "interested persons" (as defined in the Act) of the Fund and have no
direct or indirect financial interest in the operation of the Plan or in
any agreements entered into in connection with the Plan, pursuant to a
vote cast in person at a meeting called for the purpose of voting on the
approval of the Plan.

7. The Plan shall continue unless terminated in accordance with the terms
stated below, and thereafter shall continue automatically for successive
annual periods, provided such continuance is approved at least annually
in the manner provided by the Act.

8. The Plan may be amended at any time by the Board of Directors or Trustees
provided that (a) any amendment to increase materially the costs which
the Fund may bear pursuant to the Plan shall be effective only upon
approval by a vote of a majority of the outstanding voting securities of
the Fund and (b) any material amendments of the terms of the Plan shall
become effective only upon approval as provided in paragraph 6 (b)
hereof.

9. The Plan is terminable without penalty at any time by (a) vote of a
majority of the Board of Directors or Trustees of the Fund, including a
majority of the Directors or Trustees who are not "interested persons"
(as defined in the Act) of the Fund and have no direct or indirect
financial interest in the operation of the Plan or in any agreements
entered into in connection with the Plan, or (b) vote of a majority of
the outstanding voting securities on the Fund.

10.While the Plan is in effect, the selection and nomination of Directors or
Trustees who are not "interested persons" (as defined in the Act) of the
Fund shall be committed to the discretion of the Directors or Trustees
who are not "interested persons."

11.The Fund shall preserve copies of the Plan and any related agreements and
all reports made pursuant to paragraph 5 hereof, for a period not less
than six years from the date thereof, the first two years in an easily
accessible place.

<PAGE>

/x/ PLEASE MARK VOTES
AS IN THIS EXAMPLE

- ----------------------------------------------------------------
THE VALUE LINE FUND, INC.
- ----------------------------------------------------------------

Mark box at right if an address change or comment has
been noted on the reverse side of this card. /_/

CONTROL NUMBER:

Please be sure to sign and date this Proxy. Date
- ----------------------------------------------------------------

- ---Stockholder sign here----------------co-owner sign here------

1. ELECTION OF THREE ADDITIONAL DIRECTORS.

For All With- For All
Nominees hold Except
(01)F.T. NEWTON
(02)F.C. OAKLEY /_/ /_/ /_/
(03)M.N. RUTH

NOTE: If you do not wish your shares voted "For" a particular
nominee, mark the "For All Except" box and strike a line through
the name(s) of the nominee(s). Your shares will be voted for the
remaining nominee(s).

For Against Abstain
2. ADOPTION OF A SERVICE
AND DISTRIBUTION PLAN. /_/ /_/ /_/

3. RATIFICATION OF THE SELECTION
OF PRICEWATERHOUSECOOPERS LLP /_/ /_/ /_/
AS INDEPENDENT ACCOUNTANTS.

4. In their discretion, the Proxies are authorized to vote upon
such other business as may properly come before the meeting.

RECORD DATE SHARES:

<PAGE>

THE VALUE LINE FUND, INC.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints David T. Henigson and Howard A. Brecher or
either of them, proxies of the undersigned with the power of substitution to
act for and to vote all shares of the stock of the undersigned at the Special
Meeting of Stockholders of The Value Line Fund, Inc. at the offices of Value
Line Distribution Center, Inc. 125 East Union Avenue, East Rutherford, NJ
07073, on June 15, 2000 at 11:00 a.m. and at any and all adjournments thereof.

This proxy when properly executed will be voted in the manner directed herein
by the undersigned stockholder. If no direction is made, this proxy will be
voted for Proposals 2 and 3 and for the election of all nominees. IF YOU
CANNOT BE PRESENT, PLEASE SIGN AND RETURN THIS BALLOT PROMPTLY IN THE
ENCLOSED ENVELOPE.

- ------------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN
PROMPTLY IN THE ENCLOSED ENVELOPE.
- ------------------------------------------------------------------------------

- ------------------------------------------------------------------------------
Please sign exactly as your name appears below. When shares are held by joint
tenants, both should sign, when signing as an attorney, as executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by president or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.
- ------------------------------------------------------------------------------

HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?

- ----------------------------------- ------------------------------------

<PAGE>

/x/ PLEASE MARK VOTES
AS IN THIS EXAMPLE

- ----------------------------------------------------------------
VALUE LINE INCOME AND GROWTH FUND, INC.
- ----------------------------------------------------------------

Mark box at right if an address change or comment has
been noted on the reverse side of this card. /_/

CONTROL NUMBER:

Please be sure to sign and date this Proxy. Date
- ----------------------------------------------------------------

- ---Stockholder sign here----------------co-owner sign here------

1. ELECTION OF THREE ADDITIONAL DIRECTORS.

For All With- For All
Nominees hold Except
(01)F.T. NEWTON
(02)F.C. OAKLEY /_/ /_/ /_/
(03)M.N. RUTH

For Against Abstain
2. ADOPTION OF A SERVICE
AND DISTRIBUTION PLAN. /_/ /_/ /_/

3. RATIFICATION OF THE SELECTION
OF PRICEWATERHOUSECOOPERS LLP /_/ /_/ /_/
AS INDEPENDENT ACCOUNTANTS.

4. In their discretion, the Proxies are authorized to vote upon
such other business as may properly come before the meeting.

RECORD DATE SHARES:

<PAGE>

VALUE LINE INCOME AND GROWTH FUND, INC.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints David T. Henigson and Howard A. Brecher or
either of them, proxies of the undersigned with the power of substitution to
act for and to vote all shares of the stock of the undersigned at the Special
Meeting of Stockholders of Value Line Income and Growth Fund, Inc. at the
offices of Value Line Distribution Center, Inc. 125 East Union Avenue, East
Rutherford, NJ 07073, on June 15, 2000 at 11:00 a.m. and at any and all
adjournments thereof.

HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?

- ----------------------------------- ------------------------------------

<PAGE>

/x/ PLEASE MARK VOTES
AS IN THIS EXAMPLE

- ----------------------------------------------------------------
VALUE LINE SPECIAL SITUATIONS FUND, INC.
- ----------------------------------------------------------------

Mark box at right if an address change or comment has
been noted on the reverse side of this card. /_/

CONTROL NUMBER:

Please be sure to sign and date this Proxy. Date
- ----------------------------------------------------------------

- ---Stockholder sign here----------------co-owner sign here------

1. ELECTION OF THREE ADDITIONAL DIRECTORS.

For All With- For All
Nominees hold Except
(01)F.T. NEWTON
(02)F.C. OAKLEY /_/ /_/ /_/
(03)M.N. RUTH

For Against Abstain
2. ADOPTION OF A SERVICE
AND DISTRIBUTION PLAN. /_/ /_/ /_/

3. RATIFICATION OF THE SELECTION
OF PRICEWATERHOUSECOOPERS LLP /_/ /_/ /_/
AS INDEPENDENT ACCOUNTANTS.

4. In their discretion, the Proxies are authorized to vote upon
such other business as may properly come before the meeting.

RECORD DATE SHARES:

<PAGE>

VALUE LINE SPECIAL SITUATIONS FUND, INC.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints David T. Henigson and Howard A. Brecher or
either of them, proxies of the undersigned with the power of substitution to
act for and to vote all shares of the stock of the undersigned at the Special
Meeting of Stockholders of Value Line Special Situations Fund, Inc. at the
offices of Value Line Distribution Center, Inc. 125 East Union Avenue, East
Rutherford, NJ 07073, on June 15, 2000 at 11:00 a.m. and at any and all
adjournments thereof.

HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?

- ----------------------------------- ------------------------------------

<PAGE>

/x/ PLEASE MARK VOTES
AS IN THIS EXAMPLE

- ----------------------------------------------------------------
VALUE LINE LEVERAGED GROWTH INVESTORS, INC.
- ----------------------------------------------------------------

Mark box at right if an address change or comment has
been noted on the reverse side of this card. /_/

CONTROL NUMBER:

Please be sure to sign and date this Proxy. Date
- ----------------------------------------------------------------

- ---Stockholder sign here----------------co-owner sign here------

1. ELECTION OF THREE ADDITIONAL DIRECTORS.

For All With- For All
Nominees hold Except
(01)F.T. NEWTON
(02)F.C. OAKLEY /_/ /_/ /_/
(03)M.N. RUTH

For Against Abstain
2. ADOPTION OF A SERVICE
AND DISTRIBUTION PLAN. /_/ /_/ /_/

3. RATIFICATION OF THE SELECTION
OF PRICEWATERHOUSECOOPERS LLP /_/ /_/ /_/
AS INDEPENDENT ACCOUNTANTS.

4. In their discretion, the Proxies are authorized to vote upon
such other business as may properly come before the meeting.

RECORD DATE SHARES:

<PAGE>

VALUE LINE LEVERAGED GROWTH INVESTORS, INC.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints David T. Henigson and Howard A. Brecher or
either of them, proxies of the undersigned with the power of substitution to
act for and to vote all shares of the stock of the undersigned at the Special
Meeting of Stockholders of Value Line Leveraged Growth Investors, Inc. at the
offices of Value Line Distribution Center, Inc. 125 East Union Avenue, East
Rutherford, NJ 07073, on June 15, 2000 at 11:00 a.m. and at any and all
adjournments thereof.

HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?

- ----------------------------------- ------------------------------------

<PAGE>

/x/ PLEASE MARK VOTES
AS IN THIS EXAMPLE

- ----------------------------------------------------------------
THE VALUE LINE CASH FUND, INC.
- ----------------------------------------------------------------

Mark box at right if an address change or comment has
been noted on the reverse side of this card. /_/

CONTROL NUMBER:

Please be sure to sign and date this Proxy. Date
- ----------------------------------------------------------------

- ---Stockholder sign here----------------co-owner sign here------

1. ELECTION OF THREE ADDITIONAL DIRECTORS.

For All With- For All
Nominees hold Except
(01)F.T. NEWTON
(02)F.C. OAKLEY /_/ /_/ /_/
(03)M.N. RUTH

For Against Abstain
2. ADOPTION OF A SERVICE
AND DISTRIBUTION PLAN. /_/ /_/ /_/

3. RATIFICATION OF THE SELECTION
OF PRICEWATERHOUSECOOPERS LLP /_/ /_/ /_/
AS INDEPENDENT ACCOUNTANTS.

4. In their discretion, the Proxies are authorized to vote upon
such other business as may properly come before the meeting.

RECORD DATE SHARES:

<PAGE>

THE VALUE LINE CASH FUND, INC.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints David T. Henigson and Howard A. Brecher or
either of them, proxies of the undersigned with the power of substitution to
act for and to vote all shares of the stock of the undersigned at the Special
Meeting of Stockholders of The Value Line Cash Fund, Inc. at the offices of
Value Line Distribution Center, Inc. 125 East Union Avenue, East Rutherford,
NJ 07073, on June 15, 2000 at 11:00 a.m. and at any and all adjournments
thereof.

HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?

- ----------------------------------- ------------------------------------

<PAGE>

/x/ PLEASE MARK VOTES
AS IN THIS EXAMPLE

- ----------------------------------------------------------------
VALUE LINE U.S. GOVERNMENT SECURITIES FUND, INC.
- ----------------------------------------------------------------

Mark box at right if an address change or comment has
been noted on the reverse side of this card. /_/

CONTROL NUMBER:

Please be sure to sign and date this Proxy. Date
- ----------------------------------------------------------------

- ---Stockholder sign here----------------co-owner sign here------

1. ELECTION OF THREE ADDITIONAL DIRECTORS.

For All With- For All
Nominees hold Except
(01)F.T. NEWTON
(02)F.C. OAKLEY /_/ /_/ /_/
(03)M.N. RUTH

For Against Abstain
2. ADOPTION OF A SERVICE
AND DISTRIBUTION PLAN. /_/ /_/ /_/

3. RATIFICATION OF THE SELECTION
OF PRICEWATERHOUSECOOPERS LLP /_/ /_/ /_/
AS INDEPENDENT ACCOUNTANTS.

4. In their discretion, the Proxies are authorized to vote upon
such other business as may properly come before the meeting.

RECORD DATE SHARES:

<PAGE>

VALUE LINE U.S. GOVERNMENT SECURITIES FUND, INC.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints David T. Henigson and Howard A. Brecher or
either of them, proxies of the undersigned with the power of substitution to
act for and to vote all shares of the stock of the undersigned at the Special
Meeting of Stockholders of Value Line U.S. Government Securities Fund, Inc.
at the offices of Value Line Distribution Center, Inc. 125 East Union Avenue,
East Rutherford, NJ 07073, on June 15, 2000 at 11:00 a.m. and at any and all
adjournments thereof.

HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?

- ----------------------------------- ------------------------------------

<PAGE>

/x/ PLEASE MARK VOTES
AS IN THIS EXAMPLE

- ----------------------------------------------------------------
THE VALUE LINE TAX EXEMPT FUND, INC.
- ----------------------------------------------------------------
THE MONEY MARKET PORTFOLIO

Mark box at right if an address change or comment has
been noted on the reverse side of this card. /_/

CONTROL NUMBER:

Please be sure to sign and date this Proxy. Date
- ----------------------------------------------------------------

- ---Stockholder sign here----------------co-owner sign here------

1. ELECTION OF THREE ADDITIONAL DIRECTORS.

For All With- For All
Nominees hold Except
(01)F.T. NEWTON
(02)F.C. OAKLEY /_/ /_/ /_/
(03)M.N. RUTH

For Against Abstain
2. ADOPTION OF A SERVICE
AND DISTRIBUTION PLAN. /_/ /_/ /_/

3. RATIFICATION OF THE SELECTION
OF PRICEWATERHOUSECOOPERS LLP /_/ /_/ /_/
AS INDEPENDENT ACCOUNTANTS.

4. In their discretion, the Proxies are authorized to vote upon
such other business as may properly come before the meeting.

RECORD DATE SHARES:

<PAGE>

THE VALUE LINE TAX EXEMPT FUND, INC.
THE MONEY MARKET PORTFOLIO

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints David T. Henigson and Howard A. Brecher or
either of them, proxies of the undersigned with the power of substitution to
act for and to vote all shares of the stock of the undersigned at the Special
Meeting of Stockholders of The Value Line Tax Exempt Fund, Inc. The Money
Market Portfolio at the offices of Value Line Distribution Center, Inc. 125
East Union Avenue, East Rutherford, NJ 07073, on June 15, 2000 at 11:00 a.m.
and at any and all adjournments thereof.

HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?

- ----------------------------------- ------------------------------------

<PAGE>

/x/ PLEASE MARK VOTES
AS IN THIS EXAMPLE

- ----------------------------------------------------------------
THE VALUE LINE TAX EXEMPT FUND, INC.
- ----------------------------------------------------------------
THE NATIONAL BOND PORTFOLIO

Mark box at right if an address change or comment has
been noted on the reverse side of this card. /_/

CONTROL NUMBER:

Please be sure to sign and date this Proxy. Date
- ----------------------------------------------------------------

- ---Stockholder sign here----------------co-owner sign here------

1. ELECTION OF THREE ADDITIONAL DIRECTORS.

For All With- For All
Nominees hold Except
(01)F.T. NEWTON
(02)F.C. OAKLEY /_/ /_/ /_/
(03)M.N. RUTH

For Against Abstain
2. ADOPTION OF A SERVICE
AND DISTRIBUTION PLAN. /_/ /_/ /_/

3. RATIFICATION OF THE SELECTION
OF PRICEWATERHOUSECOOPERS LLP /_/ /_/ /_/
AS INDEPENDENT ACCOUNTANTS.

4. In their discretion, the Proxies are authorized to vote upon
such other business as may properly come before the meeting.

RECORD DATE SHARES:

<PAGE>

THE VALUE LINE TAX EXEMPT FUND, INC.
THE NATIONAL BOND PORTFOLIO

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints David T. Henigson and Howard A. Brecher or
either of them, proxies of the undersigned with the power of substitution to
act for and to vote all shares of the stock of the undersigned at the Special
Meeting of Stockholders of The Value Line Tax Exempt Fund, Inc. The National
Bond Portfolio at the offices of Value Line Distribution Center, Inc. 125
East Union Avenue, East Rutherford, NJ 07073, on June 15, 2000 at 11:00 a.m.
and at any and all adjournments thereof.

HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?

- ----------------------------------- ------------------------------------

<PAGE>

/x/ PLEASE MARK VOTES
AS IN THIS EXAMPLE

- ----------------------------------------------------------------
VALUE LINE CONVERTIBLE FUND, INC.
- ----------------------------------------------------------------

Mark box at right if an address change or comment has
been noted on the reverse side of this card. /_/

CONTROL NUMBER:

Please be sure to sign and date this Proxy. Date
- ----------------------------------------------------------------

- ---Stockholder sign here----------------co-owner sign here------

1. ELECTION OF THREE ADDITIONAL DIRECTORS.

For All With- For All
Nominees hold Except
(01)F.T. NEWTON
(02)F.C. OAKLEY /_/ /_/ /_/
(03)M.N. RUTH

For Against Abstain
2. ADOPTION OF A SERVICE
AND DISTRIBUTION PLAN. /_/ /_/ /_/

3. RATIFICATION OF THE SELECTION
OF PRICEWATERHOUSECOOPERS LLP /_/ /_/ /_/
AS INDEPENDENT ACCOUNTANTS.

4. In their discretion, the Proxies are authorized to vote upon
such other business as may properly come before the meeting.

RECORD DATE SHARES:

<PAGE>

VALUE LINE CONVERTIBLE FUND, INC.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints David T. Henigson and Howard A. Brecher or
either of them, proxies of the undersigned with the power of substitution
to act for and to vote all shares of the stock of the undersigned at the
Special Meeting of Stockholders of Value Line Convertible Fund, Inc. at the
offices of Value Line Distribution Center, Inc. 125 East Union Avenue, East
Rutherford, NJ 07073, on June 15, 2000 at 11:00 a.m. and at any and all
adjournments thereof.

HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?

- ----------------------------------- ------------------------------------

<PAGE>

/x/ PLEASE MARK VOTES
AS IN THIS EXAMPLE

- ----------------------------------------------------------------
VALUE LINE AGGRESSIVE INCOME TRUST
- ----------------------------------------------------------------

Mark box at right if an address change or comment has
been noted on the reverse side of this card. /_/

CONTROL NUMBER:

Please be sure to sign and date this Proxy. Date
- ----------------------------------------------------------------

- ---Stockholder sign here----------------co-owner sign here------

1. ELECTION OF THREE ADDITIONAL DIRECTORS.

For All With- For All
Nominees hold Except
(01)F.T. NEWTON
(02)F.C. OAKLEY /_/ /_/ /_/
(03)M.N. RUTH

For Against Abstain
2. ADOPTION OF A SERVICE
AND DISTRIBUTION PLAN. /_/ /_/ /_/

3. RATIFICATION OF THE SELECTION
OF PRICEWATERHOUSECOOPERS LLP /_/ /_/ /_/
AS INDEPENDENT ACCOUNTANTS.

4. In their discretion, the Proxies are authorized to vote upon
such other business as may properly come before the meeting.

RECORD DATE SHARES:

<PAGE>

VALUE LINE AGGRESSIVE INCOME TRUST

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints David T. Henigson and Howard A. Brecher or
either of them, proxies of the undersigned with the power of substitution
to act for and to vote all shares of the stock of the undersigned at the
Special Meeting of Stockholders of Value Line Aggressive Income Trust at
the offices of Value Line Distribution Center, Inc. 125 East Union Avenue,
East Rutherford, NJ 07073, on June 15, 2000 at 11:00 a.m. and at any and
all adjournments thereof.

HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?

- ----------------------------------- ------------------------------------

<PAGE>

/x/ PLEASE MARK VOTES
AS IN THIS EXAMPLE

- ----------------------------------------------------------------
VALUE LINE NEW YORK TAX EXEMPT TRUST
- ----------------------------------------------------------------

Mark box at right if an address change or comment has
been noted on the reverse side of this card. /_/

CONTROL NUMBER:

Please be sure to sign and date this Proxy. Date
- ----------------------------------------------------------------

- ---Stockholder sign here----------------co-owner sign here------

1. ELECTION OF THREE ADDITIONAL DIRECTORS.

For All With- For All
Nominees hold Except
(01)F.T. NEWTON
(02)F.C. OAKLEY /_/ /_/ /_/
(03)M.N. RUTH

For Against Abstain
2. ADOPTION OF A SERVICE
AND DISTRIBUTION PLAN. /_/ /_/ /_/

3. RATIFICATION OF THE SELECTION
OF PRICEWATERHOUSECOOPERS LLP /_/ /_/ /_/
AS INDEPENDENT ACCOUNTANTS.

4. In their discretion, the Proxies are authorized to vote upon
such other business as may properly come before the meeting.

RECORD DATE SHARES:

<PAGE>

VALUE LINE NEW YORK TAX EXEMPT TRUST

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints David T. Henigson and Howard A. Brecher or
either of them, proxies of the undersigned with the power of substitution
to act for and to vote all shares of the stock of the undersigned at the
Special Meeting of Stockholders of Value Line New York Tax Exempt Trust at
the offices of Value Line Distribution Center, Inc. 125 East Union Avenue,
East Rutherford, NJ 07073, on June 15, 2000 at 11:00 a.m. and at any and all
adjournments thereof.

HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?

- ----------------------------------- ------------------------------------