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[LOGO] VALUE LINE, INC.
220 EAST 42ND STREET
NEW YORK, NEW YORK 10017-5891
PHONE: (212) 907-1500 / FAX: (212) 818-9747
By Edgar
November 2, 2000
Mr. Richard Pfordte
Branch Chief
Division of Investment Management
Securities and Exchange Commission
450 5th Street
Washington, DC 20599-0505
Re: Request for Approval Pursuant to Rule 485(b)(vii) under the Securities
Act of 1933
Dear Mr. Pfordte:
This request is being made on behalf of 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. and The Value Line Cash Fund, Inc.
(collectively the "Funds") pursuant to Rule 485(b)(vii) under the Securities Act
of 1933 (the "1933 Act") and seeks a determination by the Staff of the Division
of Investment Management that the Funds post-effective amendments that would
otherwise be eligible for filing under Rule 485(b) and that will contain
disclosure concerning a 12b-1plan could be filed pursuant to Rule 485(b). Each
of the Funds has a December 31 fiscal year.
The staff has previously had the opportunity to review and comment on
disclosure concerning the 12b-1 plan by other Value Line funds. Exhibit A hereto
sets forth this disclosure which is contained in the Prospectus and Statement of
Additional Information of Value Line Convertible Fund, Inc. which was part of a
post-effective amendment filed on June 29, 2000 under rule 485(a) of the 1933
Act and of Value Line U.S. Government Securities Fund, Inc. filed on October 30,
2000.
In its release with respect to the filing of post-effective amendments
(Release Nos. 33-7083; IC-20486; File No. S7-26-93), the Commission amended Rule
485 "to allow the Commission, on a discretionary basis, to permit certain types
of post-effective amendments not otherwise eligible to be filed as B-Amendments
to become effective automatically without opportunity for staff review." The
Commission said that a post-effective amendment that contained "substantially
identical revisions contained in post-
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effective amendments filed by a number of funds in a fund complex" would be
eligible "to become effective upon filing without Division review if the
Division had previously had an opportunity to review one of them."
We certify that the disclosure concerning the 12b-1 plan in the proposed
Rule 485(b) amendments will be substantially identical to the disclosure set
forth in Exhibit A hereto, and that any other changes made in these amendments
will be determined by the registrant to not render the amendment ineligible to
become effective under Rule 485(b). By reviewing this disclosure as contained in
the previously filed post-effective amendments, the Staff has had an opportunity
to address fully this disclosure with respect to the Funds when it is
"substantially identical" to the disclosure that the Staff has previously
reviewed.
Please contact the undersigned at 212-907-1850 if the Staff needs any
further information with respect to this request.
Very truly yours,
/s/ Peter D. Lowenstein
Peter D. Lowenstein
Legal Counsel
PDL:psp
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Exhibit A
(Prospectus disclosure)
- DISTRIBUTION CHARGES
The fund has adopted a plan, effective July 1, 2000, under rule 12b-1 of
the Investment Company Act of 1940. Under the plan, the Fund is charged a
fee at the annual rate 0.25% of the Fund's average daily net assets with
the proceeds used to finance the activities of Value Line Securities, Inc.,
the Fund's distributor. The plan provides that the distributor may make
payments to securities dealers, banks, financial institutions and other
organizations which provide distribution and administrative services with
respect to the distribution of the Fund's shares. Such services may
include, among other things, answering investor inquiries regarding the
Fund; processing new shareholder account applications and redemption
transactions; responding to shareholder inquiries; and such other services
as the Fund may request to the extent permitted by applicable statute, rule
or regulation. 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.
(Statement of Additional Information)
- SERVICE AND DISTRIBUTION PLAN
The Service and Distribution Plan (12b-1 Plan), which became effective July
1, 2000, is designed to finance the activities of Value Line Securities,
Inc. (the "Distributor") in advertising, marketing and distributing Fund
shares and for servicing Fund shareholders at an annual rate of .25% of the
Fund's average daily net assets. During the fiscal year ended [blank], the
Fund paid fees of [blank] to the Distributor under the Plan. The fees
payable to the Distributor under the Plan are payable without regard to
actual expenses incurred.
