VALUE LINE AGGRESSIVE INCOME TRUST
485BPOS, 1998-05-22
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<PAGE>
   
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 22, 1998
    
 
                                                             FILE NO. 33-01575
                                                             FILE NO. 811-4471
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                       SECURITIES AND EXCHANGE COMMISSION
 
                              Washington, DC 20549
 
                                 -------------
 
                                   FORM N-1A
 
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933          /X/
 
                          Pre-Effective Amendment No.                        / /
 
   
                        Post-Effective Amendment No. 13                      /X/
    
 
                                      and
 
                        REGISTRATION STATEMENT UNDER THE
                         INVESTMENT COMPANY ACT OF 1940                      /X/
   
                                Amendment No. 13                             /X/
    
                                 -------------
                       VALUE LINE AGGRESSIVE INCOME TRUST
 
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
 
                              220 East 42nd Street
                               New York, New York          10017-5891
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)      (ZIP CODE)
 
       Registrant's Telephone Number, including Area Code: (212) 907-1500
 
                               David T. Henigson
                                Value Line, Inc.
                              220 East 42nd Street
                         New York, New York 10017-5891
                    (NAME AND ADDRESS OF AGENT FOR SERVICE)
                                    Copy to:
                              Peter D. Lowenstein
                         Two Greenwich Plaza, Suite 100
                              Greenwich, CT 06830
 
                                 -------------
 
   
           It is proposed that this filing will become effective (check
           appropriate box)
    
 
   
<TABLE>
<C>     <S>
/ /     Immediately upon filing pursuant to paragraph (b)
/ /     60 days after filing pursuant to paragraph (a)(1)
/ /     75 days after filing pursuant to paragraph (a)(2)
/X/     On June 1, 1998 pursuant to paragraph (b)
/ /     On (date) pursuant to paragraph (a)(1)
/ /     On (date) pursuant to paragraph (a)(2) of rule 485
</TABLE>
    
 
   
           If appropriate, check the following box:
    
 
   
<TABLE>
<C>     <S>
        This post-effective amendment designates a new
        effective date for a
/ /     previously filed post-effective amendment.
</TABLE>
    
 
                                 -------------
 
   
     Title of Securities Being Registered: Shares of Beneficial Interest, $.01
                                   par value
    
 
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- --------------------------------------------------------------------------------
<PAGE>
                       VALUE LINE AGGRESSIVE INCOME TRUST
                                   FORM N-1A
                             CROSS REFERENCE SHEET
                           (AS REQUIRED BY RULE 495)
 
   
<TABLE>
<CAPTION>
N-1A ITEM NO.                                                                            LOCATION
- ----------------                                                          ---------------------------------------
<S>               <C>                                                     <C>
PART A (PROSPECTUS)
    Item  1.      Cover Page............................................  Cover Page
    Item  2.      Synopsis..............................................  Omitted
    Item  3.      Condensed Financial Information.......................  Summary of Fund Expenses; Financial
                                                                            Highlights
    Item  4.      General Description of Registrant.....................  Cover Page; Investment Objective and
                                                                            Policies; Investment Restrictions;
                                                                            Additional Information
    Item  5.      Management of the Fund................................  Summary of Fund Expenses; Management of
                                                                            the Fund; Additional Information
    Item  6.      Capital Stock and Other Securities....................  Dividends, Distributions and Taxes;
                                                                            Additional Information
    Item  7.      Purchase of Securities Being Offered..................  How to Buy Shares; Calculation of Net
                                                                            Asset Value; Investor Services
    Item  8.      Redemption or Repurchase of Securities................  How to Redeem Shares
    Item  9.      Pending Legal Proceedings.............................  Not Applicable
 
PART B (STATEMENT OF ADDITIONAL INFORMATION)
    Item 10.      Cover Page............................................  Cover Page
    Item 11.      Table of Contents.....................................  Table of Contents
    Item 12.      General Information and History.......................  Additional Information (Part A)
    Item 13.      Investment Objectives and Policies....................  Investment Objective and Policies;
                                                                            Investment Restrictions
    Item 14.      Management of the Fund................................  Trustees and Officers
    Item 15.      Control Persons and Principal Holders of Securities...  Additional Information (Part A);
                                                                            Trustees and Officers
    Item 16.      Investment Advisory and Other Services................  Additional Information (Part A); The
                                                                            Adviser
    Item 17.      Brokerage Allocation..................................  Additional Information (Part A);
                                                                            Brokerage Arrangements
    Item 18.      Capital Stock and Other Securities....................  Additional Information (Part A)
    Item 19.      Purchase, Redemption and Pricing of Securities Being
                    Offered.............................................  How to Buy Shares; Calculation of Net
                                                                            Asset Value (Part A); Suspension of
                                                                            Redemptions
    Item 20.      Tax Status............................................  Taxes
    Item 21.      Underwriters..........................................  Not Applicable
    Item 22.      Calculation of Performance Data.......................  Performance Information (Part A);
                                                                            Performance Data
    Item 23.      Financial Statements..................................  Financial Statements
</TABLE>
    
 
PART C
    Information required to be included in Part C is set forth under the
appropriate Item, so numbered, in Part C to this Registration Statement.
<PAGE>
 
   
<TABLE>
<S>                                 <C>
VALUE LINE                            PROSPECTUS
AGGRESSIVE INCOME TRUST              June 1, 1998
</TABLE>
    
 
   
220 East 42nd Street, New York, New York 10017-5891
1-800-223-0818 or 1-800-243-2729
www.valueline.com
    
 
              Value Line Aggressive Income Trust (the "Fund") is a
              no-load investment company whose investment
              objective is to maximize current income. Capital
              appreciation is a secondary objective which will
              only be sought when consistent with the Fund's
              primary objective.
 
              THE FUND INVESTS PRIMARILY IN LOWER-RATED,
              FIXED-INCOME CORPORATE SECURITIES (ALSO KNOWN AS
              "JUNK BONDS") ISSUED BY COMPANIES THAT ARE RATED B++
              OR LOWER FOR RELATIVE FINANCIAL STRENGTH IN STANDARD
              OR EXPANDED EDITION OF THE VALUE LINE INVESTMENT
              SURVEY. THE FUND WILL NOT NORMALLY PURCHASE
              SECURITIES ISSUED BY COMPANIES RATED C. LOWER-RATED
              SECURITIES HAVE CERTAIN SPECULATIVE CHARACTERISTICS
              AND INVOLVE GREATER INVESTMENT RISK, INCLUDING THE
              RISK OF DEFAULT, THAN HIGH-RATED SECURITIES. SUCH
              SECURITIES MAY BE SUBJECT TO GREATER MARKET
              FLUCTUATIONS AND RISKS OF LOSS OF INCOME AND
              PRINCIPAL THAN LOWER YIELDING, HIGHER RATED
              FIXED-INCOME SECURITIES. INVESTORS SHOULD CAREFULLY
              CONSIDER THESE RISKS PRIOR TO INVESTING. SEE
              "INVESTMENT OBJECTIVE AND POLICIES."
 
              The Fund's investment adviser is Value Line, Inc.
              (the "Adviser").
 
              Shares of the Fund are offered at net asset value.
              There are no sales charges or redemption fees.
 
   
    This Prospectus sets forth concise information about the Fund that a
    prospective investor ought to know before investing. This Prospectus
    should be retained for future reference. Additional information about
    the Fund is contained in a Statement of Additional Information, dated
    June 1, 1998, which may be obtained at no charge by writing or
    telephoning the Fund at the address or telephone numbers listed above.
    The Statement, which is incorporated into this Prospectus by reference,
    has been filed with the Securities and Exchange Commission and is
    available along with other related materials on the Commission's
    Internet Web site at http://www.sec.gov.
    
 
                                  DISTRIBUTOR
                          Value Line Securities, Inc.
                              220 East 42nd Street
                            New York, NY 10017-5891
 
  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
  EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
  SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
  UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
  CONTRARY IS A CRIMINAL OFFENSE.
<PAGE>
SUMMARY OF FUND EXPENSES
 
   
<TABLE>
<S>                                                                             <C>
SHAREHOLDER TRANSACTION EXPENSES
  Sales Load on Purchases.....................................................       None
  Sales Load on Reinvested Dividends..........................................       None
  Deferred Sales Load.........................................................       None
  Redemption Fees.............................................................       None
  Exchange Fee................................................................       None
 
ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF AVERAGE NET ASSETS)
  Management Fees.............................................................       .73%
  12b-1 Fees..................................................................       None
  Other Expenses..............................................................       .22%
  Total Fund Operating Expenses...............................................       .95%
</TABLE>
    
 
   
<TABLE>
<CAPTION>
EXAMPLE                                                1 YEAR       3 YEARS      5 YEARS     10 YEARS
                                                     -----------  -----------  -----------  -----------
 
<S>                                                  <C>          <C>          <C>          <C>
You would pay the following expenses on a $1,000
  investment, assuming (1) 5% annual return and (2)
  redemption at the end of each time period:.......   $      10    $      30    $      53    $     117
</TABLE>
    
 
   
    The foregoing is based upon the expenses for the year ended January 31,
1998, and is designed to assist investors in understanding the various costs and
expenses that an investor in the Fund will bear directly or indirectly. This
example should not be considered a representation of past or future expenses;
actual expenses in the future may be greater or less than these shown.
    
 
FINANCIAL HIGHLIGHTS
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)
 
   
    The following information on selected per share data and ratios, insofar as
it pertains to each of the five years in the period ended January 31, 1998, has
been audited by Price Waterhouse LLP, independent accountants, whose unqualified
report thereon appears in the Fund's Annual Report to Shareholders which is
incorporated by reference in the Statement of Additional Information. This
information should be read in conjunction with the financial statements and
notes thereto which appear in the Fund's Annual Report to Shareholders available
from the Fund without change.
    
 
                                       2
<PAGE>
   
<TABLE>
<CAPTION>
                                                                  YEAR ENDED JANUARY 31,
                            ---------------------------------------------------------------------------------------------------
                              1998       1997       1996        1995       1994       1993       1992        1991        1990
                            --------   --------   ---------   --------   --------   --------   ---------   ---------   --------
<S>                         <C>        <C>        <C>         <C>        <C>        <C>        <C>         <C>         <C>
Net asset value,
 beginning of year.......     $8.21      $7.64       $6.80      $8.00      $7.35      $7.18       $6.27       $7.10      $8.00
                            --------   --------   ---------   --------   --------   --------   ---------   ---------   --------
  INCOME FROM INVESTMENT
   OPERATIONS:
    Net investment
     income..............       .72        .75         .69        .68        .67        .67         .74         .77        .88
    Net gains or losses
     on securities (both
     realized and
     unrealized).........       .45        .57         .85      (1.20 )      .65        .17         .91        (.83 )     (.91)
                            --------   --------   ---------   --------   --------   --------   ---------   ---------   --------
      Total from
       investment
       operations........      1.17       1.32        1.54       (.52 )     1.32        .84        1.65        (.06 )     (.03)
                            --------   --------   ---------   --------   --------   --------   ---------   ---------   --------
  LESS DISTRIBUTIONS:
    Dividends from net
     investment income...     (.72)       (.75 )      (.70 )     (.68 )     (.67 )     (.67 )      (.74 )      (.77 )     (.87)
                            --------   --------   ---------   --------   --------   --------   ---------   ---------   --------
  Change in net asset
   value.................       .45        .57         .84      (1.20 )      .65        .17         .91        (.83 )     (.90)
                            --------   --------   ---------   --------   --------   --------   ---------   ---------   --------
Net asset value, end of
 year....................     $8.66      $8.21       $7.64      $6.80      $8.00      $7.35       $7.18       $6.27      $7.10
                            --------   --------   ---------   --------   --------   --------   ---------   ---------   --------
                            --------   --------   ---------   --------   --------   --------   ---------   ---------   --------
Total return.............     14.97 %    18.12 %     23.79 %    (6.66 %)   18.74 %    12.30 %     27.45 %      (.73 %)    (.55%)
                            --------   --------   ---------   --------   --------   --------   ---------   ---------   --------
                            --------   --------   ---------   --------   --------   --------   ---------   ---------   --------
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year
 (in thousands)..........   $146,712   $83,765    $ 41,776    $29,760    $46,223    $33,527    $ 31,404    $ 23,396    $29,157
Ratio of expenses to
 average net assets......       .95 %     1.10 %      1.22 %     1.27 %     1.20 %     1.15 %      1.18 %      1.43 %     1.30%
Ratio of net investment
 income to average net
 assets..................      8.60 %     9.70 %      9.67 %     9.23 %     8.84 %     9.40 %     10.74 %     11.74 %    11.46%
Portfolio turnover
 rate....................       251 %      276 %       284 %      221 %      320 %      148 %        59 %        36 %      129%
 
<CAPTION>
 
                             1989
                           ---------
<S>                         <C>
Net asset value,
 beginning of year.......     $8.28
                           ---------
  INCOME FROM INVESTMENT
   OPERATIONS:
    Net investment
     income..............       .95
    Net gains or losses
     on securities (both
     realized and
     unrealized).........      (.27 )
                           ---------
      Total from
       investment
       operations........       .68
                           ---------
  LESS DISTRIBUTIONS:
    Dividends from net
     investment income...      (.96 )
                           ---------
  Change in net asset
   value.................      (.28 )
                           ---------
Net asset value, end of
 year....................     $8.00
                           ---------
                           ---------
Total return.............      8.50 %
                           ---------
                           ---------
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year
 (in thousands)..........  $ 45,943
Ratio of expenses to
 average net assets......      1.14 %
Ratio of net investment
 income to average net
 assets..................     11.61 %
Portfolio turnover
 rate....................       .95 %
</TABLE>
    
 
INVESTMENT OBJECTIVE AND POLICIES
 
    The investment objective of the Fund is to maximize current income. Capital
appreciation is a secondary objective but only when consistent with the Fund's
primary objective. Capital appreciation may result, for example, from an
improvement in the credit standing of an issuer whose securities are held in the
Fund's portfolio or from a general lowering of interest rates, or a combination
of both. Conversely, capital depreciation may result, for example, from a
lowered credit standing or a general rise in interest rates, or a combination of
both. The Fund's investment objective cannot be changed without shareholder
approval. There can be no assurance that the Fund's investment objective will be
achieved as there are risks in all investments.
 
BASIC INVESTMENT STRATEGY
 
   
    In seeking its primary objective, the Fund will invest, under normal
conditions, at least 80% of its net assets in high-yielding, fixed-income
corporate securities (i) issued by companies that are rated B++ or lower for
relative financial strength in either the Standard or Expanded Editions of The
Value Line Investment Survey, or (ii) issued by companies not followed by either
editions of The Value Line Investment Survey if the Adviser believes that the
financial condition of the issuers of such securities or the protection afforded
by the terms of the securities themselves limit the risk to the Fund to a degree
comparable to that of securities issued by companies with the Value Line
financial strength ratings. The foregoing may include "convertible
securities"--that is, bonds, debentures, corporate notes, preferred stocks or
other securities which are convertible into common stock. The balance of the
Fund's portfolio may include U.S. government securities, warrants, or common
shares when consistent with the Fund's primary objective or acquired as part of
a unit combining fixed-income and equity securities. Common shares received upon
conversion or exercise of warrants and securities remaining upon the breakup of
units or detachments of warrants may also be retained in the Fund's portfolio to
permit orderly disposition or to establish long-term holding periods for federal
income tax purposes. The Fund is not required to sell securities for the purpose
of assuring that 80%
    
 
                                       3
<PAGE>
of its assets are invested in high-yielding, fixed-income securities. The Fund
may also lend its portfolio securities, enter into repurchase agreements, write
covered call options, purchase "when-issued" securities, and enter into futures
contracts.
 
   
    In selecting securities for purchase or sale, the Adviser will give
consideration to the ratings for relative financial strength contained in the
Standard and Expanded Editions of The Value Line Investment Survey for the
approximately 3,500 companies followed therein. These ratings range from A++ to
C in nine categories. Companies that have the best financial strength (relative
to the other companies followed in The Value Line Investment Survey) are given
an "A++" rating, indicating an ability to weather hard times better than the
vast majority of other companies. Those that don't quite merit the top rating
are given an "A+" grade, and so on. Those rated "C+" are well below average, and
"C" is reserved for companies with very serious financial problems. These
ratings are based upon computer analysis of a number of key variables that
measure financial leverage, business risk, and company size. The ratings in the
Standard Edition of The Value Line Investment Survey also reflect the judgment
of the Adviser's analysts regarding factors that cannot be quantified
across-the-board for all companies. The primary variables that are indexed and
studied include equity coverage of debt, equity coverage of intangibles, "quick
ratio," accounting methods, variability of return, fixed charge coverage, and
company size. For a description of these ratings, see page 17.
    
 
   
    Although the Fund invests principally in securities issued by companies that
are rated B++, or lower (or companies not covered by The Value Line Investment
Survey but which, in the opinion of the Adviser, are of comparable financial
condition), the Fund may purchase securities issued by companies rated C when,
in the Adviser's opinion, special circumstances suggest that the financial
condition of the individual security is stronger than that of the company
issuing the security or the investment merits of the security are stronger than
implied by the company's financial strength rating. As of March 31, 1998, the
percentage of the Fund's net assets invested in each rating category was as
follows: Repurchase agreements = 8.4%; B+ = 11.7%; B = 56.8%; C++ = 5.8%; and
nonrated = 17.3%. In the Adviser's opinion the average credit quality of the
Fund's nonrated securities was equivalent to a C++.
    
 
    INVESTMENT RISKS OF HIGH YIELDING SECURITIES.  High yields are usually
available on securities that are lower rated, that is, on securities of
companies that the Adviser rates B++ or lower for financial strength (generally,
companies that are among the bottom half of the companies followed by The Value
Line Investment Survey), or on securities of companies that the Adviser
considers to be of equivalent creditworthiness. High-yielding, lower-rated
securities, also known as junk bonds, have certain speculative characteristics
and involve greater investment risk, including the possibility of default or
bankruptcy, than is the case with high-rated securities.
 
    Since investors generally perceive that there are greater risks associated
with the lower-rated securities of the type in which the Fund may invest, the
yields and prices of such securities may tend to fluctuate more than those for
higher-rated securities. In the lower quality segments of the fixed-income
securities market, changes in perceptions of issuers' creditworthiness tend to
occur more frequently and in a more pronounced manner than do changes in higher
quality segments of the fixed-income securities market, resulting in greater
yield and price volatility.
 
    Another factor which causes fluctuations in the prices of fixed-income
securities is the supply and demand for similarly rated securities. In addition,
though prices of fixed-income securities
 
                                       4
<PAGE>
fluctuate in response to the general level of interest rates the prices of high
yield bonds have been found to be less sensitive to interest rate changes than
higher-rated instruments, but more sensitive to adverse economic changes or
individual corporate developments. An economic downturn or increase in interest
rates is likely to have a negative effect on the high yield bond market and on
the value of the high yield bonds in the Fund's portfolio, as well as on the
ability of the bond's issuers to repay principal and interest.
 
    Fluctuations in the prices of portfolio securities subsequent to their
acquisition will not affect cash income from such securities but will be
reflected in the Fund's net asset value. Lower-rated and comparable non-rated
securities tend to offer higher yields than higher-rated securities with the
same maturities because the historical financial conditions of the issuers of
such securities may not have been as strong as that of other issuers. Since
lower-rated securities generally involve greater risks of loss of income and
principal than higher-rated securities, investors should consider carefully the
relative risks associated with investments in securities which carry lower
ratings and in comparable non-rated securities.
 
    An additional risk of high yield securities is the limited liquidity and
secondary market support and thus the absence of readily available market
quotations. As a result, the responsibility of the Fund's Trustees to value the
securities becomes more difficult and judgment plays a greater role in valuation
because there is less reliable, objective data available.
 
    Special tax considerations are associated with investing in high yield bonds
structured as zero coupon or pay-in-kind securities. The Fund accrues income on
these securities prior to the receipt of cash payments. However, a fund must
distribute substantially all of its income to its shareholders to qualify for
pass-through treatment under the tax law. Therefore, a fund may have to dispose
of its portfolio securities under disadvantageous circumstances to generate cash
to satisfy distribution requirements.
 
    When changing economic conditions and other factors cause the yield
difference between lower-rated and higher-rated securities to narrow, the Fund
may purchase higher-rated securities which provide similar yields but have less
risk. In addition, under unusual market or economic conditions, the Fund may,
for defensive purposes, invest up to 100% of its assets in securities issued or
guaranteed by the U.S. government or its instrumentalities or agencies,
certificates of deposit, bankers' acceptances and other bank obligations, highly
rated commercial paper or other fixed-income securities deemed by the Adviser to
be consistent with a defensive posture, or may hold its assets in cash. The
yield on such securities may be lower than the yield on lower-rated fixed-income
securities.
 
MISCELLANEOUS INVESTMENT PRACTICES
 
    REPURCHASE AGREEMENTS.  The Fund may invest temporary cash balances in
repurchase agreements. A repurchase agreement involves a sale of securities to
the Fund, with the concurrent agreement of the seller (a member bank of the
Federal Reserve System or a securities dealer which the Adviser believes to be
financially sound) to repurchase the securities at the same price plus an amount
equal to an agreed-upon interest rate, within a specified time, usually less
than one week, but, on occasion, at a later time. The Fund will pay for such
securities only upon physical delivery or evidence of book-entry transfer to the
account of the custodian or a bank acting as agent for the Fund. Repurchase
agreements may also be viewed as loans made by the Fund which are collateralized
by the securities subject to repurchase. The value of the underlying securities
will be at least
 
                                       5
<PAGE>
equal at all times to the total amount of the repurchase obligation, including
the interest factor. In the event of a bankruptcy or other default of a seller
of a repurchase agreement, the Fund could experience both delays in liquidating
the underlying security and losses, including: (a) possible decline in the value
of the underlying security during the period while the Fund seeks to enforce its
rights thereto; (b) possible subnormal levels of income and lack of access to
income during this period; and (c) expenses of enforcing its rights. The
Trustees monitor the creditworthiness of parties with which the Fund enters into
repurchase agreements.
 
    LENDING PORTFOLIO SECURITIES.  The Fund may lend its portfolio securities to
broker-dealers or institutional investors if, as a result thereof, the aggregate
value of all securities loaned does not exceed 33 1/3% of the total assets of
the Fund. The loans will be made in conformity with applicable regulatory
policies and will be 100% collateralized by cash, cash equivalents or U.S.
Treasury bills on a daily basis in an amount equal to the market value of the
securities loaned and interest earned. The Fund retains the right to call the
loaned securities upon notice and intends to call loaned voting securities in
anticipation of any important or material matter to be voted on by stockholders.
While there may be delays in recovery or even loss of rights in the collateral
should the borrower fail financially, the loans will be made only to firms
deemed by the Adviser to be of good standing and will not be made unless, in the
judgment of the Adviser, the consideration which can be earned from such loans
justifies the risk. The Fund may pay reasonable custodian and administrative
fees in connection with the loans.
 
    COVERED CALL OPTIONS.  The Fund may write covered call options on its
portfolio securities in an attempt to earn additional income on its portfolio or
to partially offset an expected decline in the price of a security. When the
Fund writes a covered call option, it gives the purchaser of the option the
right to buy the underlying security at the price specified in the option (the
"exercise price") at any time during the option period. If the option expires
unexercised, the Fund will realize a short-term capital gain to the extent of
the amount received for the option (the "premium"). If the option is exercised,
a decision over which the Fund has no control, the Fund must sell the underlying
security to the option holder at the exercise price. By writing a covered
option, the Fund foregoes, in exchange for the premium less the commission ("net
premium"), the opportunity to profit during the option period from an increase
in the market value of the underlying security above the exercise price. The
Fund will not write call options in an aggregate amount greater than 25% of its
net assets and will only write call options which are traded on a national
securities exchange.
 
    The Fund will purchase call options only to close out a position. When an
option is written on securities in the Fund's portfolio and it appears that the
purchaser of that option is likely to exercise the option and purchase the
underlying security, it may be considered appropriate to avoid liquidating the
Fund's position, or the Fund may wish to extinguish a call option sold by it so
as to be free to sell the underlying security. In such instances the Fund may
purchase a call option on the same security with the same exercise price and
expiration date which had been previously written. Such a purchase would have
the effect of closing out the option which the Fund has written. The Fund
realizes a gain if the amount paid to purchase the call option is less than the
premium received for writing a similar option and a loss if the amount paid to
purchase a call option is greater than the premium received for writing a
similar option. Generally, the Fund realizes a short-term loss if the amount
paid to purchase the call option with respect to a stock is greater than the
premium received for writing the option. If the underlying security has
substantially risen in value, it may be difficult or expensive to purchase the
call option for the closing transaction.
 
                                       6
<PAGE>
    WHEN-ISSUED SECURITIES.  The Fund may from time to time purchase securities
on a "when-issued" basis. The price of such securities, which may be expressed
in yield terms, is fixed at the time the commitment to purchase is made, but
delivery and payment for the when-issued securities take place at a later date.
Normally, the settlement date occurs within one month of the purchase. During
the period between purchase and settlement, no payment is made by the Fund to
the issuer and no interest accrues to the Fund. Forward commitments involve a
risk of loss if the value of the security to be purchased declines prior to the
settlement date, which risk is in addition to the risk of decline in value of
the Fund's other assets. While when-issued securities may be sold prior to the
settlement date, the Fund intends to purchase such securities with the purpose
of actually acquiring them unless a sale appears desirable for investment
reasons. At the time the Fund makes the commitment to purchase a security on a
when-issued basis, it will record the transaction and reflect the value of the
security in determining its net asset value. The Fund does not believe that its
net asset value or income will be adversely affected by its purchase of
securities on a when-issued basis. The Fund will maintain cash and high-quality
marketable securities equal in value to commitments for when-issued securities
in a segregated account. Such segregated securities either will mature or, if
necessary, be sold on or before the settlement date.
 
    SHORT SALES.  The Fund may from time to time make short sales of securities
or maintain a short position, provided that at all times when a short position
is open the Fund owns an equal amount of such securities or securities
convertible into or exchangeable for an equivalent amount of such securities. No
more than 10% of the value of the Fund's net assets taken at market may at any
one time be held as collateral for such sales. It is the present intention of
management to make such sales only for the purpose of deferring realization of
gain or loss for federal income tax purposes.
 
    FINANCIAL FUTURES CONTRACTS.  The Fund may invest in financial futures
contracts ("futures contracts") and related options thereon limited to 30% of
the Fund's assets. If the Adviser anticipates that interest rates will rise, the
Fund may sell a futures contract or a call option thereon or purchase a put
option on such futures contract to attempt to hedge against a decrease in the
value of the Fund's securities. If the Adviser anticipates that interest rates
will decline, the Fund may purchase a futures contract or a call option thereon
to protect against an increase in the prices of the securities the Fund intends
to purchase. These futures contracts and related options thereon will be used
only as a hedge against anticipated interest rate changes. A futures contract
sale creates an obligation on the part of the Fund, as seller, to deliver the
specific type of instrument called for in the contract at a specified price. A
futures contract purchase creates an obligation by the Fund, as purchaser, to
take delivery of the specific type of financial instrument at a specified future
time at a specified price.
 
    Although the terms of futures contracts specify actual delivery or receipt
of securities, in most instances the contracts are closed out before the
settlement date without the making or taking of delivery of the securities.
Closing out a futures contract is effected by entering into an offsetting
purchase or sale transaction. An offsetting transaction for a futures contract
sale is effected by the Fund entering into a futures contract purchase for the
same aggregate amount of the specific type of financial instrument and same
delivery date. If the price in the sale exceeds the price in the offsetting
purchase, the Fund is immediately paid the difference and thus realizes a gain.
If the purchase price of the offsetting transaction exceeds the sale price, the
Fund pays the difference and realizes a loss. Similarly, the closing out of a
futures contract purchase is effected by the Fund entering into a futures
contract sale. If the offsetting sale price exceeds the purchase price, the Fund
realizes a gain, and if the offsetting sale price is less than the purchase
price, the Fund realizes a loss.
 
                                       7
<PAGE>
    The Fund is required to maintain margin deposits with brokerage firms
through which it effects futures contracts and options thereon. The initial
margin requirements vary according to the type of the underlying security. In
addition, due to current industry practice, daily variations in gains and losses
on open contracts are required to be reflected in cash in the form of variation
margin payments. The Fund may be required to make additional margin payments
during the term of the contract.
 
    Currently, futures contracts can be purchased on debt securities such as
U.S. Treasury bills, bonds, and notes, certificates of the Government National
Mortgage Association and bank certificates of deposit. The Fund may invest in
futures contracts covering these types of financial instruments as well as in
new types of such contracts that become available in the future. The Fund will
only enter into financial futures contracts which are traded on national futures
exchanges, principally the Chicago Board of Trade and the Chicago Mercantile
Exchange.
 
    A risk in employing futures contracts to protect against the price
volatility of portfolio securities is that the price of a futures contract may
move more or less than the price of the securities being hedged. There is also a
risk of imperfect correlation where the securities underlying futures contracts
have different maturities from the portfolio securities being hedged. Another
risk is that the Fund's Adviser could be incorrect in its expectations as to the
direction or extent of various interest rate movements or the time span within
which the movements takes place. For example, if the Fund sold futures contracts
for the sale of securities in anticipation of an increase in interest rates, and
then interest rates declined instead, causing bond prices to rise, the Fund
would lose money on the sale.
 
    Unlike a futures contract, which requires the parties to buy and sell a
security on a set date, an option on a futures contract entitles its holder to
decide on or before a future date whether to enter into such a contract. If the
holder decides not to enter into the contract, the premium paid for the option
is lost. Since the value of the option is fixed at the point of sale there are
no daily payments of cash in the nature of "variation" or "maintenance" margin
payments to reflect the change in the value of the underlying contract as there
are by a purchaser or seller of a futures contract. The value of the option does
change and is reflected in the net asset value of the Fund.
 
    Put and call options on financial futures have characteristics similar to
those of other options. In addition to the risks associated with investing in
options on securities, there are particular risks associated with investing in
options on futures. In particular, the ability to establish and close out
positions on such options will be subject to the development and maintenance of
a liquid secondary market. The Fund will enter into an options on futures
position only if there appears to be a liquid secondary market therefor,
although there can be no assurance that such a market will actually develop or
be maintained.
 
    The Fund may not enter into futures contracts or related options thereon if
immediately thereafter the amount committed to margin plus the amount paid for
option premiums exceeds 5% of the value of the Fund's total assets. In instances
involving the purchase of futures contracts by the Fund, an amount equal to the
market value of the futures contract will be deposited in a segregated account
of cash and cash equivalents to collateralize the position and thereby insure
that the use of such futures contract is unleveraged.
 
    RESTRICTED SECURITIES.  On occasion, the Fund may purchase securities which
would have to be registered under the Securities Act of 1933 if they were to be
publicly distributed. However, it will not do so if the value of such securities
and other securities which are not readily marketable
 
                                       8
<PAGE>
(including repurchase agreements maturing in more than seven days) would exceed
10% of the market value of its total assets. It is management's policy to permit
the occasional acquisition of such restricted securities only if (except in the
case of short-term non-convertible debt securities) there is an agreement by the
issuer to register such securities, ordinarily at the issuer's expense, when
requested to do so by the Fund. The acquisition in limited amounts of restricted
securities is believed to be helpful toward the attainment of the Fund's
secondary objective of capital appreciation without unduly restricting its
liquidity or freedom in the management of its portfolio. However, because
restricted securities may only be sold privately or in an offering registered
under the Securities Act of 1933, or pursuant to an exemption from such
registration, substantial time may be required to sell such securities, and
there is greater than usual risk of price decline prior to sale.
 
    In addition, the Fund may purchase certain restricted securities ("Rule 144A
securities") for which there is a secondary market of qualified institutional
buyers, as contemplated by Rule 144A under the Securities Act of 1933. Rule 144A
provides an exemption from the registration requirements of the Securities Act
for the resale of certain restricted securities to qualified institutional
buyers. The Adviser, under the supervision of the Board of Directors, will
consider whether securities purchased under Rule 144A are liquid or illiquid for
purposes of the Fund's limitation on investment in securities which are not
readily marketable or are illiquid. Among the factors to be considered are the
frequency of trades and quotes, the number of dealers and potential purchasers,
dealer undertakings to make a market and the nature of the security and the time
needed to dispose of it. To the extent that the liquid Rule 144A securities that
the Fund holds become illiquid, due to lack of sufficient qualified
institutional buyers or market or other conditions, the percentage of the Fund's
assets invested in illiquid assets would increase. The Adviser, under the
supervision of the Board of Directors, will monitor the Fund's investments in
Rule 144A securities and will consider appropriate measures to enable the Fund
to maintain sufficient liquidity for operating purposes and to meet redemption
requests.
 
RISK FACTORS
 
    Investors should be aware of the following:
 
       -There are risks in all investments, including any stock investment, and
        in all mutual funds. The Fund's net asset value will fluctuate to
        reflect the investment performance of the securities held by the Fund.
 
   
       -The value a shareholder receives upon redemption may be greater or less
        than the value of such shares when acquired.
    
 
   
       -The use of investment techniques such as investing in repurchase
        agreements, lending portfolio securities, purchasing securities on a
        when-issued basis, short-selling and trading in stock index futures
        contracts and in options on such contracts involves costs and greater
        risk than does an investment in a fund that does not engage in these
        activities.
    
 
INVESTMENT RESTRICTIONS
 
    The Fund has adopted a number of investment restrictions which may not be
changed without shareholder approval. These are set forth in the Statement of
Additional Information and provide, among other things, that the Fund may not:
(a) borrow in excess of 10% of the value of its assets and then only as a
temporary measure; (b) purchase securities (other than U.S. government
securities) if
 
                                       9
<PAGE>
the purchase would cause the Fund, at the time, to have more than 5% of the
value of its total assets invested in the securities of any one company or to
own more than 10% of the outstanding voting securities or any other class of
securities of any one company; or (c) invest 25% or more of the value of the
Fund's assets in one particular industry.
 
MANAGEMENT OF THE FUND
 
   
    The management and affairs of the Fund are supervised by the Fund's
Trustees, who were elected by the shareholders. The Fund's officers conduct and
supervise the daily business operations of the Fund. The Fund's investment
decisions are made by an investment committee of employees of the Adviser.
    
 
   
    THE ADVISER.  The Adviser was organized in 1982 and is the successor to
substantially all of the operations of Arnold Bernhard & Co., Inc. ("AB&Co.").
The Adviser was formed as part of a reorganization of AB&Co., a sole
proprietorship formed in 1931 which became a New York corporation in 1946.
AB&Co. currently owns approximately 81% of the outstanding shares of the
Adviser's common stock. Jean Bernhard Buttner, Chairman, President and Chief
Executive Officer of the Adviser, owns all of the voting stock of AB&Co.
Substantially all of the non-voting stock is owned by or for the benefit of
members of the Bernhard family. The Adviser currently acts as investment adviser
to the other Value Line mutual funds and furnishes investment advisory services
to private and institutional accounts with combined assets in excess of $5
billion. Value Line Securities, Inc., the Fund's distributor, is a subsidiary of
the Adviser. Another subsidiary of the Adviser publishes The Value Line
Investment Survey and other publications. The Adviser manages the Fund's
investments, provides various administrative services and supervises the Fund's
daily business affairs, subject to the authority of the Trustees. The Adviser is
paid an advisory fee at an annual rate of 0.75% of the first $100 million of the
Fund's average daily net assets and 0.5% of any excess. Although this fee is
higher than that paid by many other investment companies, it is not unusually
high for investment companies with a similar investment objective. For more
information about the Fund's management fees and expenses, see the "Summary of
Fund Expenses" on page 2.
    
 
   
    BROKERAGE.  The Fund may pay brokerage commissions to Value Line Securities,
Inc., a subsidiary of the Adviser, which clears transactions through
unaffiliated broker-dealers.
    
 
CALCULATION OF NET ASSET VALUE
 
   
    The net asset value of the Fund's shares for purposes of both purchases and
redemptions is determined once daily as of the close of regular trading of the
New York Stock Exchange (generally 4:00 p.m., New York time) on each day that
the New York Stock Exchange is open for trading except on days on which no
orders to purchase, sell or redeem Fund shares have been received. The New York
Stock Exchange is currently closed on New Year's Day, Martin Luther King, Jr.
Day, President's Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day and Christmas Day. The net asset value per share is determined
by dividing the total value of the investments and other assets of the Fund,
less any liabilities, by the total outstanding shares.
    
 
    Fixed-income corporate securities are valued on the basis of prices provided
by an independent pricing service approved by the Trustees. In valuing such
securities, the pricing service generally takes into account appropriate factors
such as institutional size trading characteristics and other market data.
Securities not priced in this manner are valued at the midpoint between the
latest available bid and asked prices in the principal market (last sales price
if the principal market is an exchange) in which such securities are normally
traded. Other assets and securities for which
 
                                       10
<PAGE>
   
market valuations are not readily available are valued at their fair value as
the Trustees or persons acting at their direction may determine. Short-term
instruments with maturities of 60 days or less at the date of purchase are
valued at amortized cost, which approximates market.
    
 
HOW TO BUY SHARES
 
   
    PURCHASE BY CHECK.  To purchase shares, send a check made payable to
"NFDS-Agent" and a completed and signed application form to Value Line Funds,
c/o NFDS, P.O. Box 419729, Kansas City, MO 64141-6729. Third party checks will
not be accepted for either initial or subsequent investments. For assistance in
completing the application and for information on pre-authorized telephone
purchases, call Value Line Securities at 1-800-223-0818 during New York business
hours. Upon receipt of the completed and signed purchase application and a
check, National Financial Data Services ("NFDS"), the Fund's shareholder
servicing agent, will purchase full and fractional shares (to three decimal
places) at the net asset value next computed after the funds are received and
will confirm the investment to the investor. Subsequent investments may be made
by attaching a check to the confirmation's "next payment" stub, by telephone or
by federal funds wire. Investors may also buy shares through broker-dealers
other than Value Line Securities. Such broker-dealers may charge investors a
reasonable service fee. Neither Value Line Securities nor the Fund receives any
part of such fees when charged (and which can be avoided by investing directly).
If an order to buy shares is cancelled due to nonpayment or because the
investor's check does not clear, the purchaser will be responsible for any loss
incurred by the Fund or Value Line Securities by reason of such cancellation. If
the purchaser is a shareholder, Value Line Securities reserves the right to
redeem sufficient shares from the shareholder's account to protect the Fund
against loss. Minimum orders are $1,000 for an initial purchase and $250 for
each subsequent purchase. The Fund may refuse any order for the purchase of
shares. The Fund reserves the right to waive the initial and subsequent
investment minimums at any time.
    
 
    WIRE PURCHASE--$1,000 MINIMUM.  An investor should call 1-800-243-2729 to
obtain an account number. After receiving an account number, instruct your
commercial bank to wire transfer "federal funds" via the Federal Reserve System
as follows:
 
    State Street Bank and Trust Company, Boston, MA
 
    ABA #011000028
 
    Attn: Mutual Fund Division
    DDA #99049868
    Value Line Aggressive Income Trust
    A/C #________________________
    Shareholder's name and account information
    Tax ID #________________________
 
NOTE:  A COMPLETED AND SIGNED APPLICATION MUST BE MAILED IMMEDIATELY AND
RECEIVED BY NFDS BEFORE IT CAN HONOR ANY WITHDRAWAL OR EXCHANGE TRANSACTIONS.
 
    After your account has been opened you may wire additional investments in
the same manner.
 
    For an initial investment made by federal funds wire purchase, the wire must
include a valid social security number or tax identification number. Investors
purchasing shares in this manner will
 
                                       11
<PAGE>
have 30 days after purchase to provide the certification and signed account
application. All payments should be made in U.S. dollars and, to avoid fees and
delays, should be drawn on only U.S. banks. Until receipt of the above, any
distributions from the account will be subject to 31% withholding.
 
    SUBSEQUENT TELEPHONE PURCHASES--$250 MINIMUM.  Upon completion of the
telephone purchase authorization section of the account application,
shareholders who own Fund shares with a current value of $500 or more may also
purchase additional shares in amounts of $250 or more or up to twice the value
of their shares by calling 1-800-243-2729 between 9:00 a.m. and 4:00 p.m. New
York time. Such orders will be priced at the closing net asset value on the day
received and payment will be due within three business days. If payment is not
received within the required time or a purchaser's check does not clear, the
order is subject to cancellation and the purchaser will be responsible for any
loss incurred by the Fund or Value Line Securities. Shares may not be purchased
by telephone for a tax-sheltered retirement plan.
 
DIVIDENDS, DISTRIBUTIONS AND TAXES
 
    Dividends from the Fund's net investment income are declared daily and paid
monthly. Net realized capital gains, if any, are distributed to shareholders at
least annually. Income dividends and capital gains distributions are
automatically reinvested in additional shares of the Fund unless the shareholder
has requested otherwise.
 
   
    The following discussion is intended for general information only. A
prospective investor should consult with his or her own tax advisor as to the
tax consequences of an investment in the Fund.
    
 
   
    The Fund intends to qualify annually and elect to be treated as a regulated
investment company under the Internal Revenue Code of 1986, as amended (the
"Code"). To qualify, the Fund must meet certain income, distribution and
diversification requirements. In any year in which the Fund qualifies as a
regulated investment company and timely distributes all of its taxable income,
the Fund generally will not pay any U.S. federal income or excise tax.
    
 
   
    Dividends paid out of the Fund's investment company taxable income
(including dividends, interest and net short-term capital gains) will be taxable
to U.S. shareholders as ordinary income. Because a portion of the Fund's income
will consist of dividends paid by U.S. corporations, a portion of the dividends
paid by the Fund will be eligible for the corporate dividends-received
deduction. Distributions of net capital gains (the excess of not long-term
capital gains over net short-term capital losses), if any, designated as capital
gain dividends may be taxable to individuals and certain other shareholders at
the maximum federal 20% or 28% capital gains rates (depending upon the Fund's
holding period for the assets giving rise to the capital gains), regardless of
how long the shareholder has held the Fund's shares. Dividends are taxable to
shareholders in the same manner whether received in cash or reinvested in
additional Fund shares.
    
 
   
    A distribution will be treated as paid on December 31 of a calendar year if
it is declared by the Fund in October, November or December with a record date
within such period and paid by the Fund during January of the following calendar
year. Such distributions will be taxable to shareholders in the calendar year in
which the distributions are declared, rather than the calendar year in which the
distributions are received. Each year the Fund will notify shareholders of the
tax status of dividends and distributions paid or declared with respect to the
Fund.
    
 
                                       12
<PAGE>
   
    Upon the sale or other disposition of shares of the Fund, including an
exchange of shares in the Fund for shares of another Value Line fund, a
shareholder may realize a capital gain or loss for federal income tax purposes.
Capital gains may be taxable to individuals and certain other shareholders at
the maximum federal 20% or 28% capital gains rate (depending upon the
shareholder's holding period for the shares).
    
 
   
    The Fund may be required to withhold U.S. federal income tax at the rate of
31% of all taxable distributions payable to certain shareholders who fail to
provide the Fund with their correct taxpayer identification number or to make
required certifications, or who have been notified by the Internal Revenue
Service that they are subject to backup withholding. Backup withholding is not
an additional tax. Any amounts withheld may be credited against the
shareholder's U.S. federal income tax liability. The Fund reserves the right to
close, by redemption, accounts for which the holder fails to provide a valid
social security or taxpayer identification number when required to do so.
    
 
   
    Further information relating to U.S. income tax matters is contained in the
Statement of Additional Information. Prospective investors should consult their
own tax advisors with regard to the federal tax consequences of the purchase,
ownership, or disposition of Fund shares, as well as the tax consequences
arising under the laws of any state, foreign country or other taxing
jurisdiction.
    
 
PERFORMANCE INFORMATION
 
   
    The Fund may from time to time include information regarding its total
return performance or yield in advertisements or in information furnished to
existing or prospective shareholders. When information regarding total return is
furnished, it will be based upon changes in the Fund's net asset value and will
assume the reinvestment of all capital gains distributions and income dividends.
It will take into account nonrecurring charges, if any, which the Fund may incur
but will not take into account income taxes due on Fund distributions or
dividends.
    
 
   
    Investors should note that the investment results of the Fund will fluctuate
over time, and any presentation of the Fund's current yield, total return or
distribution rate for any period should not be considered as a representation of
what an investment may earn or what an investor's total return or yield may be
in any future period.
    
 
    The table below illustrates the total return performance of the Fund for the
periods indicated by showing the value of a hypothetical $1,000 investment made
at the beginning of each period. The information contained in the table has been
computed by applying the Fund's average annual total return to the hypothetical
$1,000 investment. The table assumes reinvestment of all capital gains
distributions and income dividends, but does not take into account income taxes
due on Fund distributions or dividends.
 
   
<TABLE>
<CAPTION>
                                                                                                       AVERAGE ANNUAL
                                                                                                        TOTAL RETURN
                                                                                                       --------------
<S>                                                                                       <C>          <C>
For the year ended January 31, 1998.....................................................  $     1,150         14.97%
For the five years ended January 31, 1998...............................................  $     1,863         13.25  %
For the ten years ended January 31, 1998................................................  $     2,856         11.07  %
</TABLE>
    
 
    When information regarding "yield" is furnished it will refer to the net
investment income per share generated by an investment in the Fund over a
thirty-day period. This income will then be
 
                                       13
<PAGE>
annualized by assuming that the amount of income generated by the investment
during that thirty-day period is generated each 30 days over one year and
assuming that the income is reinvested every six months.
 
    Comparative performance information may be used from time to time in
advertising the Fund's shares, including data from Lipper Analytical Services,
Inc. and other industry or financial publications. The Fund may compare its
performance to that of other mutual funds with similar investment objectives and
to stock or other relevant indices. From time to time, articles about the Fund
regarding its performance or ranking may appear in national publications such as
Kiplinger's Personal Finance, Money Magazine, Financial World, Morningstar,
Personal Investor, Forbes, Fortune, Business Week, Wall Street Journal,
Investor's Business Daily, Donoghue and Barron's. Some of these publications may
publish their own rankings or performance reviews of mutual funds, including the
Fund. Reference to or reprints of such articles may be used in the Fund's
promotional literature.
 
   
HOW TO REDEEM SHARES
    
 
    Shares of the Fund may be redeemed at any time at their current net asset
value next determined after NFDS receives a request in proper form. ALL REQUESTS
FOR REDEMPTION SHOULD BE SENT TO NFDS, P.O. BOX 419729, KANSAS CITY, MO
64141-6729. The value of shares of the Fund on redemption may be more or less
than the shareholder's cost, depending upon the market value of the Fund's
assets at the time. A shareholder with certificates for shares must surrender
the certificate properly endorsed with signature guaranteed. A signature
guarantee may be executed by any "eligible" guarantor. Eligible guarantors
include domestic banks, savings associations, credit unions, member firms of a
national securities exchange, and participants in the New York Stock Exchange
Medallion Signature Program, the Securities Transfer Agents Medallion Program
("STAMP") and the Stock Exchanges Medallion Program. A guarantee from a Notary
Public is not an acceptable source. The signature on any request for redemption
of shares not represented by certificates, or on any stock power in lieu
thereof, must be similarly guaranteed. In each case the signature or signatures
must correspond to the names in which the account is registered. Additional
documentation may be required when shares are registered in the name of a
corporation, agent or fiduciary. For further information, you should contact
NFDS.
 
   
    The Fund does not impose a redemption charge but shares redeemed through
brokers or dealers may be subject to a service charge by such firms. A check in
payment of redemption proceeds will be mailed within seven days following
receipt of all required documents. However, payment may be postponed under
unusual circumstances such as when normal trading is not taking place on the New
York Stock Exchange. In addition, shares purchased by check may not be redeemed
until the check has cleared which may take up to 15 calendar days from the
purchase date.
    
 
    If the Trustees determine that it is in the best interests of the Fund, the
Fund may redeem, upon prior written notice, at net asset value, all shareholder
accounts which due to redemptions fall below $500 in net asset value. In such
event, an investor will have 30 days to increase the shares in his account to
the minimum level.
 
    The Fund will ordinarily pay in cash all redemptions by any shareholder of
record. However, the Fund has reserved the right under the Investment Company
Act of 1940 to make payment in whole or in part in securities of the Fund, if
the Trustees determine that such action is in the best interests of
 
                                       14
<PAGE>
the other shareholders. Under such circumstances, the Fund will, nevertheless,
pay to each shareholder of record in cash all redemptions by such shareholder,
during any 90-day period, up to the lesser of $250,000 or 1% of the Fund's net
assets. Securities delivered in payment of redemptions are valued at the same
value assigned to them in computing the net asset value per share. Shareholders
receiving such securities may incur brokerage costs on their sales.
 
    BY TELEPHONE OR WIRE.  You may redeem shares by telephone or wire
instructions to NFDS by so indicating on the initial application. Payment will
normally be transmitted, on the business day following receipt of your
instructions, to the bank account at the member bank of the Federal Reserve
System you have designated on your initial purchase application. The Fund
employs reasonable procedures to confirm that instructions communicated by
telephone are genuine. These procedures include requiring some form of personal
identification prior to acting upon instructions received by telephone. The Fund
will not be liable for following instructions communicated by telephone that it
reasonably believes to be genuine. Any loss will be borne by the investor. Heavy
wire traffic may delay the arrival of a wire until after public hours at your
bank. Alternatively, you may have your redemption payment mailed to the address
on your initial purchase application. Telephone or wire redemptions must be in
amounts of $1,000 or more and your instructions must include your name and
account number. The number to call before the close of business on the New York
Stock Exchange is 1-800-243-2729. Procedures for redeeming Fund shares by
telephone may be modified or terminated without notice at any time by the Fund.
 
    BY CHECK.  You may elect this method of redemption by so indicating on the
initial application and you will be provided a supply of checks by NFDS. These
checks may be made payable to the order of any person in any amount of $500 or
more. When your check is presented for payment, the Fund will redeem a
sufficient number of full and fractional shares in your account to cover the
amount of the check. Dividends will be earned by the shareholder on the check
proceeds until it clears. Checks will be returned unpaid if there are
insufficient shares to meet the withdrawal amount. Potential fluctuations in the
net asset value of the Fund's shares should be considered in determining the
amount of the check.
 
    This method of redemption requires that your shares must remain in an open
account and that no share certificates are issued and outstanding. You cannot
close your account through the issuance of a check because the exact balance at
the time your check clears will not be known when you write the check.
 
    If you use this privilege you will be required to sign a signature card
which will subject you to State Street Bank and Trust Company's rules and
regulations governing checking accounts. The authorization form which you must
sign also contains a provision relieving the bank, NFDS, the Fund, Value Line
Securities and the Adviser from liability for loss, if any, which you may
sustain arising out of a non-genuine instruction pursuant to this redemption
feature. Any additional documentation required to assure a genuine redemption
must be maintained on file with NFDS in such a current status as NFDS may deem
necessary. A new form properly signed and with the signature guaranteed must be
received and accepted by NFDS before authorized redemption instructions already
on file with NFDS can be changed.
 
    An additional supply of checks will be furnished upon request. There
presently is no charge to the shareholder for these checks or their clearance.
However, the Fund and NFDS reserve the right to make reasonable charges and to
terminate or modify any or all of the services in connection with
 
                                       15
<PAGE>
this privilege at any time and without prior notice. NFDS will impose a $5 fee
for stopping payment of a check upon your request or if NFDS cannot honor the
check due to insufficient or uncollected funds or other valid reasons.
 
    IMPORTANT: Shares purchased by check may not be redeemed until the Fund is
reasonably assured of the final collection of the purchase check, currently
determined to be up to 15 days.
 
INVESTOR SERVICES
 
    VALU-MATIC-REGISTERED TRADEMARK-.  The Fund offers a free service to its
shareholders, Valu-Matic-Registered Trademark-, through which monthly
investments of $25 or more may be made automatically into the shareholder's Fund
account. The shareholder authorizes the Fund to debit the shareholder's bank
account monthly for the purchase of Fund shares on or about the 3rd or 18th of
each month. Further information regarding this service can be obtained from
Value Line Securities by calling 1-800-223-0818.
 
    EXCHANGE OF SHARES.  Shares of the Fund may be exchanged for shares of the
other Value Line funds in any identically registered account on the basis of the
respective net asset values next computed after receipt of the exchange order.
No telephone exchanges can be made for less than $1,000. If shares of the Fund
are being exchanged for shares of The Value Line Cash Fund, Inc. or The Value
Line Tax Exempt Fund--Money Market Portfolio and the shares (including shares in
accounts under the control of one investment advisor) have a value in excess of
$500,000, then, at the discretion of the Adviser, the shares to be purchased
will be purchased at the closing price on the third business day following the
redemption of the shares being exchanged to allow the Fund to utilize normal
securities settlement procedures in transferring the proceeds of the redemption.
 
    The exchange privilege may be exercised only if the shares to be acquired
may be sold in the investor's State. Prospectuses for the other Value Line funds
may be obtained from Value Line Securities by calling 1-800-223-0818. Each such
exchange involves a redemption and a purchase for tax purposes. Broker-dealers
are not prohibited from charging a commission for handling the exchange of Fund
shares. To avoid paying such a commission send the request in proper form to
NFDS. The Fund reserves the right to terminate the exchange privilege of any
account making more than eight exchanges a year. (An exchange out of The Value
Line Cash Fund, Inc. or The Value Line Tax Exempt Fund--Money Market Portfolio
is not counted for this purpose.) The exchange privilege may be modified or
terminated at any time, and any of the Value Line funds may discontinue offering
its shares generally, or in any particular State, without prior notice. To make
an exchange, call 1-800-243-2729. Although it has not been a problem in the
past, shareholders should be aware that a telephone exchange may be difficult
during periods of major economic or market changes.
 
    SYSTEMATIC CASH WITHDRAWAL PLAN.  A shareholder who has invested a minimum
of $5,000 in the Fund, or whose shares have attained that value, may request a
transfer of his shares to a Value Line Systematic Cash Withdrawal Account which
NFDS will maintain in his name on the Fund's books. Under the Systematic Cash
Withdrawal Plan (the "Plan") the shareholder will request that NFDS, acting as
his agent, redeem monthly or quarterly a sufficient number of shares to provide
for payment to him, or someone he designates, of any specified dollar amount
(minimum $25). All certificated shares must be placed on deposit under the Plan
and dividends and capital gains distributions, if any, are automatically
reinvested at net asset value. The Plan will automatically terminate when all
shares in the account have been redeemed. The shareholder may at any time
 
                                       16
<PAGE>
terminate the Plan, change the amount of the regular payment, or request
liquidation of the balance of his account on written notice to NFDS. The Fund
may terminate the Plan at any time on written notice to the shareholder.
 
   
    QUALIFIED RETIREMENT PLANS.  Shares of the Fund may be purchased for various
types of retirement plans. For more complete information, contact Value Line
Securities at 1-800-223-0818 during New York business hours.
    
 
ADDITIONAL INFORMATION
 
    The Fund is an open-end, diversified management investment company
established as a Massachusetts business trust under a Declaration of Trust dated
November 12, 1985. The Fund has an unlimited number of shares of beneficial
interest, $.01 par value. Each share has one vote with fractional shares voting
proportionately. Shares have no preemptive rights, are freely transferable, are
entitled to dividends as declared by the Trustees, and, if the Fund were
liquidated, would receive the net assets of the Fund.
 
    The Trustees have the authority to issue two or more series of shares and to
designate the relative rights and preferences as between the different series,
although they have not exercised that authority. If more than one series of
shares were issued and a series were unable to meet its obligations, the
remaining series might have to assume the unsatisfied obligation of that series.
 
   
    INQUIRIES.  All inquiries regarding the Fund should be directed to the Fund
at the telephone numbers or address set forth on the cover page of this
Prospectus. Inquiries from shareholders regarding their accounts and account
balances should be directed to National Financial Data Services, servicing agent
for State Street Bank and Trust Company, the Fund's transfer agent, at
1-800-243-2729. Shareholders should note that they may be required to pay a fee
for special requests such as historical transcripts of an account. Our Info-Line
(1-800-243-2739) provides the latest account information 24 hours a day, and is
available to shareholders with pushbutton phones. The Fund's Annual Report
contains a discussion of the Fund's performance, which will be made available
upon request and without charge.
    
 
   
    YEAR 2000  Like other mutual funds, the Fund could be adversely affected if
the computer systems used by the Adviser and other service providers do not
properly process and calculate date-related information and data from and after
January 1, 2000. This is commonly known as the "Year 2000 Problem." The Adviser
is taking steps that it believes are reasonably designed to address the Year
2000 Problem with respect to the computer systems that it uses and to obtain
satisfactory assurances that comparable steps are being taken by the Fund's
other major service providers. At this time, however, there can be no assurance
that these steps will be sufficient to avoid any adverse impact to the Fund.
    
 
   
    The Year 2000 Problem is expected to impact corporations, which may include
issuers of portfolio securities held by the Fund, to varying degrees based upon
various factors, including, but not limited to, the corporation's industry
sector and degree of technological sophistication. The Fund is unable to predict
what impact, if any, the Year 2000 Problem will have on issuers of the portfolio
securities held by the Fund.
    
 
                                       17
<PAGE>
DESCRIPTION OF VALUE LINE FINANCIAL STRENGTH RATINGS
 
   
    Value Line ranks the companies followed by the Standard and Expanded Edition
of The Value Line Investment Survey into nine categories as follows:
    
 
<TABLE>
<S>        <C>
A++        Greatest relative financial strength. Companies among the very strongest of
           the approximately 3,500 followed by The Value Line Investment Survey.
A+         Excellent relative financial strength. Companies with very high financial
           strength, but not quite the highest among the Value Line 3,500.
A          High-grade relative financial strength.
B++        Above average relative financial strength among the Value Line 3,500.
B+         Very good relative financial strength; approximately average among the large,
           strong companies that dominate the Value Line 3,500.
B          Good relative financial strength, although somewhat below the average of all
           3,500 Value Line companies.
C++        Satisfactory relative financial strength.
C+         Significantly below average relative financial strength.
C          Weakest relative financial strength.
</TABLE>
 
    The Value Line ratings are based upon computer analysis of a number of key
variables that measure (a) financial leverage, (b) business risk and (c) company
size plus, in the Standard Edition of The Value Line Investment Survey, the
judgment of senior analysts regarding factors that cannot be quantified
across-the-board for all securities. The primary variables that are indexed and
studied include equity coverage of debt, equity coverage of intangibles, "quick
ratio," accounting methods, variability of return, quality of fixed charge
coverage, stock price stability, and company size.
 
                                       18
<PAGE>
                         THE VALUE LINE FAMILY OF FUNDS
- -------------------------------------------
 
1950--THE VALUE LINE FUND seeks long-term growth of capital along with modest
current income by investing substantially all of its assets in common stocks or
securities convertible into common stock.
1952--THE VALUE LINE INCOME FUND'S primary investment objective is income, as
high and dependable as is consistent with reasonable growth. Capital growth to
increase total return is a secondary objective.
1956--THE VALUE LINE SPECIAL SITUATIONS FUND seeks to obtain long-term growth of
capital by investing not less than 80% of its assets in "special situations". No
consideration is given to achieving current income.
1972--VALUE LINE LEVERAGED GROWTH INVESTORS' sole investment objective is to
realize capital growth by investing substantially all of its assets in common
stocks. The Fund may borrow up to 50% of its net assets to increase its
purchasing power.
1979--THE VALUE LINE CASH FUND, a money market fund, seeks high current income
consistent with preservation of capital and liquidity.
1981--VALUE LINE U.S. GOVERNMENT SECURITIES FUND seeks maximum income without
undue risk to principal. Under normal conditions, at least 80% of the value of
its net assets will be invested in issues of the U.S. Government and its
agencies and instrumentalities.
1983--VALUE LINE CENTURION FUND* seeks long-term growth of capital as its sole
objective by investing primarily in stocks ranked 1 or 2 by Value Line for
year-ahead relative performance.
1984--THE VALUE LINE TAX EXEMPT FUND seeks to provide investors with maximum
income exempt from federal income taxes while avoiding undue risk to principal.
The Fund offers investors a choice of two portfolios: a Money Market Portfolio
and a High-Yield Portfolio.
1985--VALUE LINE CONVERTIBLE FUND seeks high current income together with
capital appreciation primarily from convertible securities ranked 1 or 2 for
year-ahead performance by The Value Line Convertible Ranking System.
1986--VALUE LINE AGGRESSIVE INCOME TRUST seeks to maximize current income by
investing in high-yielding, low-rated, fixed-income corporate securities.
1987--VALUE LINE NEW YORK TAX EXEMPT TRUSTseeks to provide New York taxpayers
with maximum income exempt from New York State, New York City and federal
individual income taxes while avoiding undue risk to principal.
1987--VALUE LINE STRATEGIC ASSET MANAGEMENT TRUST* invests in stocks, bonds and
cash equivalents according to computer trend models developed by Value Line. The
objective is to professionally manage the optimal allocation of these
investments at all times.
   
1993--VALUE LINE SMALL-CAP GROWTH FUND invests primarily in common stocks or
securities convertible into common stock, with its primary objective being
long-term growth of capital.
    
   
1993--VALUE LINE ASSET ALLOCATION FUND seeks high total investment return,
consistent with reasonable risk. The Fund invests in stocks, bonds and money
market instruments utilizing quantitative modeling to determine the asset mix.
    
1995--VALUE LINE U.S. MULTINATIONAL COMPANY FUND'S investment objective is
maximum total return. It invests primarily in securities of U.S. companies that
have significant sales from international operations.
 
- ----------
* ONLY AVAILABLE THROUGH THE PURCHASE OF GUARDIAN INVESTOR, A TAX DEFERRED
  VARIABLE ANNUITY, OR VALUEPLUS, A VARIABLE LIFE INSURANCE POLICY.
 
  FOR MORE COMPLETE INFORMATION ABOUT ANY OF THE VALUE LINE FUNDS, INCLUDING
  CHARGES AND EXPENSES, SEND FOR A PROSPECTUS FROM VALUE LINE SECURITIES, INC.,
  220 E. 42ND STREET, NEW YORK, NEW YORK 10017-5891 OR CALL 1-800-223-0818, 24
  HOURS A DAY, 7 DAYS A WEEK. READ THE PROSPECTUS CAREFULLY BEFORE YOU INVEST OR
  SEND MONEY.
 
                                       19
<PAGE>
                 (This page has been left blank intentionally.)
<PAGE>
INVESTMENT ADVISER
Value Line, Inc.
220 East 42nd Street
New York, NY 10017-5891
 
DISTRIBUTOR
Value Line Securities, Inc.
220 East 42nd Street
New York, NY 10017-5891
 
SHAREHOLDER SERVICING AGENT
State Street Bank and Trust Company
c/o NFDS
P.O. Box 419729
Kansas City, MO 64141-6729
 
CUSTODIAN & TRANSFER AGENT
State Street Bank and Trust Company
225 Franklin Street
Boston, MA 02110
 
INDEPENDENT ACCOUNTANTS
Price Waterhouse LLP
1177 Avenue of the Americas
New York, NY 10036
 
LEGAL COUNSEL
Peter D. Lowenstein, Esq.
Two Greenwich Plaza, Suite 100
Greenwich, CT 06830
                                   ----------
 
                               TABLE OF CONTENTS
 
   
<TABLE>
<CAPTION>
                                                   PAGE
                                                   -----
<S>                                             <C>
Summary of Fund Expenses......................           2
Financial Highlights..........................           2
Investment Objective and Policies.............           3
Risk Factors..................................           9
Investment Restrictions.......................           9
Management of the Fund........................          10
Calculation of Net Asset Value................          10
How to Buy Shares.............................          11
Dividends, Distributions and Taxes............          12
Performance Information.......................          13
How to Redeem Shares..........................          14
Investor Services.............................          16
Additional Information........................          17
Description of Value Line Financial Strength
 Ratings......................................          18
The Value Line Family of Funds................          19
</TABLE>
    
 
- ------------------------------------------
                                   PROSPECTUS
- -----------------
 
   
                                  JUNE 1, 1998
    
 
                                   Value Line
                               Aggressive Income
                                     Trust
                                 (800) 223-0818
 
                                     [LOGO]
<PAGE>
                       VALUE LINE AGGRESSIVE INCOME TRUST
 
   
              220 East 42nd Street, New York, New York 10017-5891
                        1-800-223-0818 or 1-800-243-2729
                               www.valueline.com
    
 
- --------------------------------------------------------------------------------
 
   
                      STATEMENT OF ADDITIONAL INFORMATION
                                  JUNE 1, 1998
    
- --------------------------------------------------------------------------------
 
   
    This  Statement of  Additional Information is  not a prospectus  and must be
read in conjunction with  the Prospectus of Value  Line Aggressive Income  Trust
(the  "Fund") dated June 1, 1998, a copy of which may be obtained without charge
by writing or telephoning the Fund.
    
 
                                 --------------
 
                               TABLE OF CONTENTS
 
   
<TABLE>
<CAPTION>
                                                                                              PAGE
                                                                                            ---------
<S>                                                                                         <C>
Investment Objective and Policies.........................................................       B-1
Investment Restrictions...................................................................       B-2
Trustees and Officers.....................................................................       B-4
The Adviser...............................................................................       B-5
Brokerage Arrangements....................................................................       B-6
How to Buy Shares.........................................................................       B-7
Suspension of Redemptions.................................................................       B-8
Taxes.....................................................................................       B-8
Performance Data..........................................................................       B-10
Additional Information....................................................................       B-11
Financial Statements......................................................................       B-12
</TABLE>
    
 
                                 --------------
 
                       INVESTMENT OBJECTIVE AND POLICIES
    (SEE ALSO "INVESTMENT OBJECTIVE AND POLICIES" IN THE FUND'S PROSPECTUS)
 
    The Fund will not concentrate its investments in any particular industry but
reserves the right  to invest up  to 25% of  its total assets  (taken at  market
value)  in any  one industry.  The Fund  intends to  limit its  annual portfolio
turnover so that  realized short-term  gains on  securities held  for less  than
three  months is less than 30% of the  Fund's gross income so that the Fund will
meet one of the tests for qualification as a regulated investment company  under
the Internal Revenue Code. See "Taxes."
 
                                      B-1
<PAGE>
    The  policies set  forth below  under "Investment  Restrictions" are, unless
otherwise indicated, fundamental  policies of the  Fund and may  not be  changed
without  the affirmative vote of a majority of the outstanding voting securities
of the Fund.  As used in  this Statement  of Additional Information  and in  the
Prospectus,  a "majority of the outstanding voting securities of the Fund" means
the lesser of  (1) the holders  of more than  50% of the  outstanding shares  of
beneficial  interest of the Fund  or (2) 67% of the  shares present if more than
50% of the shares are present at a meeting in person or by proxy.
 
                            INVESTMENT RESTRICTIONS
 
    The Fund may not:
 
        (1) Engage  in short  sales, except  to the  extent that  it owns  other
    securities convertible into or exchangeable for an equivalent amount of such
    securities. Such transactions may only occur for the purpose of protecting a
    profit  or  in attempting  to minimize  a loss  with respect  to convertible
    securities. No more than 10% of the value of the Fund's net assets taken  at
    market may at any one time be held as collateral for such sales.
 
        (2) Purchase or sell any put or call options or any combination thereof,
    except  that the Fund may  (a) purchase, hold and  sell options on contracts
    for the future delivery of debt securities and warrants where the grantor of
    the warrants is the issuer of  the underlying securities, and (b) write  and
    sell covered call option contracts on securities owned by the Fund. The Fund
    may   also  purchase  call  options  for  the  purpose  of  terminating  its
    outstanding obligations with respect to  securities upon which covered  call
    option contracts have been written (i.e., "closing purchase transactions").
 
        (3)  Borrow money in excess  of 10% of the value  of its assets and then
    only as a temporary measure to  meet unusually heavy redemption requests  or
    for  other  extraordinary  or  emergency purposes.  Securities  will  not be
    purchased while borrowings  are outstanding. No  assets of the  Fund may  be
    pledged,  mortgaged  or  otherwise encumbered,  transferred  or  assigned to
    secure a debt  except that  the Fund may  enter into  interest rate  futures
    contracts as set forth in restriction 18 below.
 
        (4)  Engage in the underwriting of securities, except to the extent that
    the Fund may be deemed an underwriter as to restricted securities under  the
    Securities Act of 1933 in selling portfolio securities.
 
        (5)  Invest in  real estate,  mortgages or  illiquid securities  of real
    estate investment  trusts  although  the Fund  may  purchase  securities  of
    issuers which engage in real estate operations.
 
        (6)  Invest in  commodities or  commodity contracts  except that  it may
    enter into interest rate futures contracts subject to restriction 18 below.
 
        (7)  Lend  money  except  in  connection  with  the  purchase  of   debt
    obligations  or  by  investment  in  repurchase  agreements,  provided  that
    repurchase agreements maturing in more than seven days, when taken  together
    with  other  illiquid investments  including  restricted securities,  do not
    exceed 10% of the Fund's assets. The Fund may lend its portfolio  securities
    to  broker-dealers and  institutional investors if  as a  result thereof the
    aggregate value of  all securities  loaned does not  exceed 33  1/3% of  the
    total assets of the Fund.
 
        (8)  Invest  more  than 5%  of  the value  of  its total  assets  in the
    securities of any one  issuer or purchase more  than 10% of the  outstanding
    voting  securities, or any other class of securities, of any one issuer. For
    purposes of  this 10%  restriction, all  outstanding debt  securities of  an
    issuer are
 
                                      B-2
<PAGE>
    considered  as one class, and all preferred stock of an issuer is considered
    as one  class. This  restriction does  not apply  to obligations  issued  or
    guaranteed by the U.S. government, its agencies or instrumentalities.
 
        (9) Purchase securities of other investment companies.
 
        (10)  Invest 25% or more  of its assets in  securities of issuers in any
    one industry.
 
        (11) Invest more than  5% of its total  assets in securities of  issuers
    having  a record,  together with predecessors,  of less than  three years of
    continuous operation.  The  restriction does  not  apply to  any  obligation
    issued   or   guaranteed   by   the  U.S.   government,   its   agencies  or
    instrumentalities.
 
        (12) Purchase  or  retain  the  securities of  any  issuer  if,  to  the
    knowledge  of the Fund, those officers and  directors of the Fund and of the
    Adviser, who each owns more than  .5% of the outstanding securities of  such
    issuer, together own more than 5% of such securities.
 
        (13)  Issue senior securities except evidences of indebtedness permitted
    by restriction No. 3 above.
 
        (14) Purchase  securities for  the purpose  of exercising  control  over
    another company.
 
        (15)  Purchase  securities  on margin  except  that it  may  make margin
    deposits in  connection  with interest  rate  futures contracts  subject  to
    restriction  18 below or participate on a joint or a joint and several basis
    in any trading account in securities.
 
        (16) Purchase oil,  gas or  other mineral type  development programs  or
    leases, except that the Fund may invest in the securities of companies which
    invest in or sponsor such programs.
 
        (17)  Invest more than 2%  of the value of  its total assets in warrants
    (valued at the lower  of cost or market),  except that warrants attached  to
    other securities are not subject to these limitations.
 
        (18)  Enter  into an  interest  rate futures  contract  if, as  a result
    thereof, (i) the then current  aggregate futures market prices of  financial
    instruments  required to be delivered under open futures contract sales plus
    the then current aggregate purchase prices of financial instruments required
    to be purchased under  open futures contract purchases  would exceed 30%  of
    the  Fund's total assets (taken at market value at the time of entering into
    the contract) or  (ii) more than  5% of  the Fund's total  assets (taken  at
    market  value at the time of entering  into the contract) would be committed
    to margin on  such futures  contracts plus  premiums on  options on  futures
    contracts.
 
    If a percentage restriction is adhered to at the time of investment, a later
change  in percentage  resulting from  changes in values  or assets  will not be
considered  a  violation   of  the   restriction.  For   purposes  of   industry
classifications, the Fund follows the industry classifications in The Value Line
Investment Survey.
 
                                      B-3
<PAGE>
                             TRUSTEES AND OFFICERS
 
   
<TABLE>
<CAPTION>
NAME, ADDRESS AND AGE                POSITION WITH FUND          PRINCIPAL OCCUPATION DURING PAST 5 YEARS
- -----------------------------------  ---------------------  ---------------------------------------------------
<S>                                  <C>                    <C>
*Jean Bernhard Buttner               Chairman of the Board  Chairman,  President and Chief Executive Officer of
 Age 63                              of Trustees and        Value Line,  Inc. (the  "Adviser") and  Value  Line
                                     President              Publishing,  Inc. Chairman of  the Value Line Funds
                                                            and the Distributor.
 John W. Chandler                    Trustee                Consultant, Academic  Search Consultation  Service,
 2801 New Mexico Ave., N.W.                                 Inc.;  Trustee Emeritus and Chairman (1993-1994) of
 Washington, DC 20007                                       Duke  University;   President  Emeritus,   Williams
 Age 74                                                     College.
*Leo R. Futia                        Trustee                Retired Chairman and Chief Executive Officer of The
 201 Park Avenue South                                      Guardian  Life  Insurance  Company  of  America and
 New York, NY 10003                                         Director since  1970.  Director  (Trustee)  of  The
 Age 78                                                     Guardian   Insurance   &  Annuity   Company,  Inc.,
                                                            Guardian Investor  Services  Corporation,  and  the
                                                            Guardian-sponsored mutual funds.
 David H. Porter                     Trustee                President   of   Skidmore   College;   Director  of
 813 North Broadway                                         Adirondack Trust Company.
 Saratoga Springs, NY 12866
 Age 62
 
 Paul Craig Roberts                  Trustee                Chairman,  Institute  for  Political  Economy;  Di-
 505 S. Fairfax Street                                      rector, A. Schulman Inc. (plastics).
 Alexandria, VA 22320
 Age 59
 
 Nancy-Beth Sheerr                   Trustee                Chairman, Radcliffe College Board of Trustees.
 1409 Beaumont Drive
 Gladwyne, PA 19035
 Age 49
 Nathan N. J. Grant                  Vice President         Portfolio  Manager  with  the  Adviser  since 1996;
 Age 28                                                     Trader,  Fixed   Income  Securities,   Blaylock   &
                                                            Partners,  1994-1996;  Trader,  Donaldson,  Lufkin,
                                                            Jenrette, 1992-1994.
 Bruce Alston                        Vice President         Portfolio Manager  with  the  Adviser  since  1997;
 Age 52                                                     Portfolio  Manager  with  Dreyfus  Management, Inc.
                                                            1994-1996, and  Prudential Capital  Markets  Group,
                                                            1981-1994.
 David T. Henigson                   Vice President,        Vice  President, Director and Compliance Officer of
 Age 40                              Secretary and          the Adviser.  Director and  Vice President  of  the
                                     Treasurer              Distributor.
</TABLE>
    
 
- --------------
* "Interested" Trustee as defined in the Investment Company Act of 1940 (the
"1940 Act").
 
                                      B-4
<PAGE>
Unless  otherwise indicated, the address for each  of the above is 220 East 42nd
Street, New York, NY.
 
   
    Trustees and certain officers  of the Fund  are also trustees/directors  and
officers  of other investment companies for which the Adviser acts as investment
adviser. The following  table sets forth  information regarding compensation  of
Trustees  by the Fund and by  the Fund and the eleven  other Value Line Funds of
which each of the Trustees  is a director or trustee  for the fiscal year  ended
January  31, 1998. Trustees who are officers  or employees of the Adviser do not
receive any compensation from the Fund or any of the Value Line Funds.
    
 
   
                               COMPENSATION TABLE
                       FISCAL YEAR ENDED JANUARY 31, 1998
    
 
   
<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.................................         2,968                 N/A                 N/A           35,620
Leo R. Futia.....................................         2,718                 N/A                 N/A           32,620
David H. Porter..................................           553                 N/A                 N/A            6,633
Paul Craig Roberts...............................         2,968                 N/A                 N/A           35,620
Nancy-Beth Sheerr................................         2,968                 N/A                 N/A           35,620
</TABLE>
    
 
   
    As of January 31, 1998,  no person owned of record  or, to the knowledge  of
the  Fund, owned beneficially, 5% or more  of the outstanding shares of the Fund
other than Charles Schwab & Co., 101 Montgomery Street, San Francisco, CA 94104,
which owned of record 2,511,902 shares (approximately 14.82% of the  outstanding
shares),  National  Financial Services  Co., 200  Liberty  Street, New  York, NY
10281, which owned 3,442,809 shares (approximately 20.32%) and Pershing Division
of Donaldson Lufkin Jenrette  SEC Corp., POB 2052,  Jersey City, NJ 07303  which
owned  1,419,485 shares (approximately 8.38%).  The Adviser owned 735,194 shares
or approximately  4.34%  of the  outstanding  shares and  certain  officers  and
Trustees owned an aggregate of 14,883 shares.
    
 
                                  THE ADVISER
          (SEE ALSO "MANAGEMENT OF THE FUND" IN THE FUND'S PROSPECTUS)
 
   
    The  Fund's investment adviser  is Value Line,  Inc. The investment advisory
agreement between the Fund and the Adviser dated August 10, 1988 provides for  a
monthly  advisory fee computed at the annual rate of 3/4 of 1% on the first $100
million of the Fund's average  daily net assets and 1/2  of 1% on average  daily
net  assets in excess thereof.  During the fiscal years  ended January 31, 1996,
1997 and  1998, the  Fund paid,  or accrued  to the  Adviser, advisory  fees  of
$256,103,  $424,802  and  $786,852,  respectively.  In  the  computation  of the
advisory fee,  the  net  amount  of  any tender  fees  received  by  Value  Line
Securities  Inc. from acting  as tendering broker with  respect to any portfolio
securities of the Fund will be subtracted from the advisory fee.
    
 
    The investment advisory  agreement provides  that the  Adviser shall  render
investment  advisory and other  services to the Fund  including, at its expense,
all administrative services, office space and  the services of all officers  and
employees  of  the  Fund. The  Fund  pays  all other  expenses  incurred  in its
organization and operation which are not assumed by the Adviser including taxes,
interest, brokerage
 
                                      B-5
<PAGE>
commissions,  insurance  premiums,  fees  and  expenses  of  the  custodian  and
shareholder  servicing agent,  legal and accounting  fees, fees  and expenses in
connection with qualification under federal and state securities laws and  costs
of shareholder reports and proxy materials. The Fund has agreed that it will use
the  words "Value Line" in its  name only so long as  Value Line, Inc. serves as
investment adviser of the Fund.
 
   
    The Adviser  acts as  investment adviser  to 14  other investment  companies
constituting  The Value Line  Family of Funds  and furnishes investment advisory
services to private and institutional accounts with combined assets in excess of
$5 billion.
    
 
   
    Certain of the Adviser's clients  may have investment objectives similar  to
the  Fund and certain investments may be  appropriate for the Fund and for other
clients advised by the Adviser. From time to time, a particular security may  be
bought  or sold  for only one  client or  in different amounts  and at different
times for  more  than  one but  less  than  all such  clients.  In  addition,  a
particular security may be bought for one or more clients when one or more other
clients  are selling such security,  or purchases or sales  of the same security
may be made  for two  or more  clients at  the same  time. In  such event,  such
transactions,  to  the extent  practicable,  will be  averaged  as to  price and
allocated as to amount in proportion to the amount of each order. In some cases,
this procedure could have  a detrimental effect  on the price  or amount of  the
securities  purchased  or sold  by  the Fund.  In  other cases,  however,  it is
believed that the ability of the Fund to participate, to the extent permitted by
law, in volume transactions will produce better results for the Fund.
    
 
    The Fund does not  purchase or sell a  security based solely on  information
contained  in The Value Line Investment Survey or in one of the other Value Line
services prior  to the  publication date  of the  service when  the  information
therein  is available to the subscribers of  the service. The Adviser and/or its
affiliates, officers,  directors  and  employees  may  from  time  to  time  own
securities  which are also  held in the  portfolio of the  Fund. The Adviser has
imposed rules upon itself and such persons requiring monthly reports of security
transactions for their  respective accounts and  restricting trading in  various
types  of  securities in  order  to avoid  possible  conflicts of  interest. The
Adviser may  from time  to  time, directly  or  through affiliates,  enter  into
agreements  to furnish, for compensation, special research or financial services
to companies, including  services in  connection with  acquisitions, mergers  or
financings.  In the  event that  such agreements are  in effect  with respect to
issuers of securities held in the  portfolio of the Fund, specific reference  to
such  agreements will  be made in  the "Schedule of  Investments" in shareholder
reports of the Fund. As of the date of this Statement of Additional Information,
no such agreements exist.
 
                             BROKERAGE ARRANGEMENTS
          (SEE ALSO "MANAGEMENT OF THE FUND" IN THE FUND'S PROSPECTUS)
 
    Orders for the  purchase and sale  of portfolio securities  are placed  with
brokers  and dealers who,  in the judgment  of the Adviser,  are able to execute
them as expeditiously as  possible and at the  best obtainable price.  Purchases
and  sales of securities which are not listed or traded on a securities exchange
will ordinarily  be executed  with primary  market makers  acting as  principal,
except  when it is determined that better prices and executions may otherwise be
obtained. The Adviser is also authorized  to place purchase or sale orders  with
brokers  or dealers  who may charge  a commission  in excess of  that charged by
other brokers or dealers if the  amount of the commission charged is  reasonable
in  relation to the value of the  brokerage and research services provided. Such
allocation will be in such  amounts and in such  proportions as the Adviser  may
determine.  Orders may also be placed with brokers or dealers who sell shares of
the Fund or other funds  for which the Adviser  acts as investment adviser,  but
this fact, or the
 
                                      B-6
<PAGE>
   
volume  of such  sales, is  not a consideration  in their  selection. During the
fiscal year ended January 31, 1996, all  of the Fund's transactions were at  net
prices  and there were no brokerage commissions  paid by the Fund; during fiscal
1997 and  1998,  the Fund  paid  brokerage  commissions of  $3,000  and  $2,000,
respectively.
    
 
    The  Trustees have  adopted procedures  incorporating the  standards of Rule
17e-1 under the 1940 Act which  requires that brokerage commissions paid to  any
"affiliated person" be "reasonable and fair" compared to the commissions paid to
other brokers in connection with comparable transactions.
 
    PORTFOLIO  TURNOVER.  The  Fund's annual portfolio  turnover rate may exceed
100%. A  portfolio turnover  rate  of 100%  would occur  if  all of  the  Fund's
portfolio  securities were replaced in  a period of one  year. Although the Fund
does not  intend  to  engage  in  short-term  trading,  it  may  sell  portfolio
securities  without regard  to the length  of time  that they have  been held in
order to take advantage of new investment opportunities or yield  differentials,
or  because the Fund desires  to preserve gains or  limit losses due to changing
economic conditions. High  portfolio turnover  involves correspondingly  greater
brokerage  commissions and other transaction costs  which are borne by the Fund.
The Fund's  portfolio  turnover for  recent  fiscal  years is  set  forth  under
"Financial Highlights" in the Fund's Prospectus.
 
                               HOW TO BUY SHARES
      (SEE ALSO "CALCULATION OF NET ASSET VALUE", "HOW TO BUY SHARES" AND
                 "INVESTOR SERVICES" IN THE FUND'S PROSPECTUS)
 
    Minimum  orders  are  $1,000  for  an initial  purchase  and  $250  for each
subsequent purchase. The Fund reserves the right to reduce or waive the  minimum
purchase  requirements in  certain cases such  as pursuant  to payroll deduction
plans, etc., where subsequent and continuing purchases are contemplated.
 
   
    The Fund has a distribution agreement with Value Line Securities, Inc.  (the
"Distributor"),  pursuant to which the Distributor acts as principal underwriter
and distributor of the Fund for the sale and distribution of its shares. For its
services under the  agreement, the Distributor  is not entitled  to receive  any
compensation. The Distributor also serves as distributor to the other Value Line
funds.
    
 
   
    The Fund has authorized one or more brokers to accept on its behalf purchase
and  redemption  orders  and  such brokers  are  authorized  to  designate other
intermediaries to accept purchase  and redemption orders  on the Fund's  behalf.
The  Fund will be deemed to have received a purchase or redemption order when an
authorized broker or its authorized designee  accepts the order, in which  event
customer orders will be priced at the Fund's net asset value next computed after
they are accepted by the authorized broker or the broker's authorized designee.
    
 
    AUTOMATIC  PURCHASES.  The  Fund offers a free  service to its shareholders,
Valu-Matic, through  which  monthly investments  of  $25  or more  may  be  made
automatically  into the shareholder's Fund account.  The required form to enroll
in this program is available upon request from the Distributor.
 
   
    RETIREMENT PLANS.   Shares of the  Fund may be  purchased as the  investment
medium  for various retirement plans. Upon request, the Distributor will provide
information regarding  eligibility  and  permissible  contributions.  Because  a
retirement plan is designed to provide benefits in future years, it is important
that  the investment objectives of the Fund be consistent with the participant's
retirement objectives. Premature withdrawals from  a retirement plan may  result
in  adverse  tax  consequences.  For  more  complete  information,  contact  the
Distributor at 1-800-223-0818 during New York business hours.
    
 
                                      B-7
<PAGE>
                           SUSPENSION OF REDEMPTIONS
 
   
    The right of redemption may be  suspended, or the date of payment  postponed
beyond  the normal seven-day  period by the Fund  under the following conditions
authorized by the 1940  Act: (1) for  any period (a) during  which the New  York
Stock  Exchange is closed, other than  customary weekend and holiday closing, or
(b) during which trading on the New  York Stock Exchange is restricted; (2)  for
any period during which an emergency exists as a result of which (a) disposal by
the Fund of securities owned by it is not reasonably practical, or (b) it is not
reasonably practical for the Fund to determine the fair value of its net assets;
and  (3) for such other periods as the Securities and Exchange Commission may by
order permit for the protection of the Fund's shareholders.
    
 
   
                                     TAXES
      (SEE "DIVIDENDS, DISTRIBUTIONS AND TAXES" IN THE FUND'S PROSPECTUS)
    
 
   
    Set forth below is  a discussion of certain  U.S. federal income tax  issues
concerning  the Fund and the purchase, ownership and disposition of Fund shares.
This discussion does not purport to be  complete or to deal with all aspects  of
federal  income taxation that may be relevant  to shareholders in light of their
particular circumstances,  nor  to  certain types  of  shareholders  subject  to
special  treatment under the  federal income tax laws.  This discussion is based
upon present provisions of  the Internal Revenue Code  of 1986, as amended  (the
"Code"),  the regulations promulgated thereunder and judicial and administrative
ruling authorities, all  of which  are subject to  change, which  change may  be
retroactive.  Prospective investors should  consult their own  tax advisors with
regard  to  the  federal  tax  consequences  of  the  purchase,  ownership,   or
disposition  of Fund shares, as  well as the tax  consequences arising under the
laws of any state, foreign country, or other taxing jurisdiction.
    
 
   
    FUND STATUS.  The Fund intends to qualify and elect to be treated each  year
as  a regulated investment company under  Subchapter M of the Code. Accordingly,
the Fund generally must, among other things, (i) derive in each taxable year  at
least  90% of its  gross income from dividends,  interest, payments from certain
securities loans,  and gains  from  the sale  of  stock, securities  or  foreign
currencies  or  other income  (such as  gains from  options, futures  or forward
contracts) from investing in stock, securities  or currencies; and (ii) hold  as
of  the close of each quarter, at least  50% of its assets in certain investment
assets, such as cash, U.S. Government securities, securities of other  regulated
investment companies and other securities, with such other securities limited as
to  any issuer to not more  than 5% of the value  of the Fund's total assets and
10% of the outstanding voting securities of such issuer, and hold not more  than
25%  of the value  of the Fund's assets  in the securities  of any issuer (other
than U.S.  Government securities  or securities  of other  regulated  investment
companies).
    
 
   
    FUND  DISTRIBUTIONS.  As a regulated  investment company, the Fund generally
will not be  subject to  U.S. federal  income tax on  income and  gains that  it
distributes  to shareholders, if  at least 90% of  the Fund's investment company
income -- dividends, interest and net short-term capital gains in excess of  net
long-term  capital  losses --  for  the taxable  year  is distributed.  The Fund
intends to distribute substantially all of its investment company income and net
capital gains  to shareholders  for federal  income tax  purposes although  such
distributions  will be automatically reinvested in additional shares of the Fund
unless the shareholder has requested otherwise.
    
 
   
    Amounts not timely distributed by the Fund are subject to a nondeductible 4%
excise tax at the Fund level. To avoid the tax, the Fund must distribute  during
a calendar year at least 98% of its ordinary income, 98% of its capital gains in
excess  of capital losses for the one year period ended October 31 of such year,
    
 
                                      B-8
<PAGE>
   
and all  ordinary income  and capital  gains for  previous years  that were  not
distributed  in earlier  years. The  Fund will  satisfy the  annual distribution
requirement if it distributes  the required amount on  or before December 31  of
such year or if the distribution is declared in October, November or December of
such  year with  a record date  within such period  and paid by  the Fund during
January of the following  calendar year. Such distributions  will be taxable  to
shareholders  in  the calendar  year in  which  the distributions  are declared,
rather than the calendar year in which the distributions are received. The  Fund
anticipates   that  it  will  make  sufficient  timely  distributions  to  avoid
imposition of the excise tax.
    
 
   
    Options, futures contracts and short sales entered into by the Fund will  be
subject  to special tax  rules. These rules  may accelerate income  to the Fund,
defer Fund losses, cause adjustments in the holding periods of Fund  securities,
convert  capital gain into ordinary income and convert short-term capital losses
into long-term capital losses. As a result, these rules could affect the amount,
timing and character of Fund distributions.
    
 
   
    Distributions of investment  company taxable  income are taxable  to a  U.S.
shareholder  as ordinary income,  whether paid in  cash or reinvested. Dividends
paid  to  a  corporate  shareholder  may  qualify  for  the   dividends-received
deduction,  to the extent such dividends  are attributable to dividends received
from a U.S. corporation.  It is expected that  dividends from U.S.  corporations
will  constitute most of the Fund's gross  income and that a substantial portion
of the  dividends paid  by  the Fund  will  qualify for  the  dividends-received
deduction  for corporate shareholders  of the Fund. Upon  request, the Fund will
advise Fund  shareholders of  the  amount of  dividends  which qualify  for  the
dividends-received deduction.
    
 
   
    Distributions  of net  capital gains  (the excess  of net  long-term capital
gains over net short-term  capital losses), if any,  designated as capital  gain
dividends  may be taxable  to individuals and certain  other shareholders at the
maximum federal  20% or  28%  capital gains  rates  (depending upon  the  Fund's
holding  period for the assets giving rise  to the capital gains), regardless of
how long the  shareholder has held  the Fund's shares.  The maximum 20%  capital
gains rate generally applies to gains from the sale of assets held for more than
18  months; the maximum 28%  capital gains rate generally  applies to gains from
the sale of  assets held for  more than one  year but not  more than 18  months.
Capital gain from the sale of assets held for one year or less will generally be
taxed as ordinary income.
    
 
   
    Investors  purchasing Fund shares prior to a distribution should be aware of
the tax consequences of purchasing such Fund shares. The purchase price paid for
such shares may  reflect the  amount of the  forthcoming distribution.  Although
distributions  from the Fund  shortly after the  purchase of Fund  shares may be
viewed in substance as  a return of capital,  nevertheless, such a  distribution
will  be attributed  to the  dividend or  capital gain  income of  the Fund and,
therefore, be taxable to the shareholder.
    
 
   
    REDEMPTION, SALE OR EXCHANGE OF FUND SHARES.   Upon a redemption or sale  of
shares  of the Fund, a shareholder may realize a gain or loss for federal income
tax purposes depending upon his or her basis in the shares. A gain or loss  will
be  treated as  capital gain  or loss if  the shares  are capital  assets in the
shareholder's hands. Capital  gains may  be taxable to  individuals and  certain
other  shareholders  at  the  maximum  federal 20%  or  28%  capital  gains rate
(depending upon  the shareholder's  holding  period for  the shares).  Any  loss
realized on a redemption or sale of Fund shares will be disallowed to the extent
the  Fund shares  disposed of  are replaced  (including through  reinvestment of
dividends) within a period  of 61 days  beginning 30 days  before and ending  30
days  after the Fund  shares are disposed of.  In such a case,  the basis of the
Fund shares  acquired will  be adjusted  to reflect  the disallowed  loss. If  a
shareholder  held Fund  shares for  six months  or less  and during  that period
received a distribution taxable  to the shareholder  as long-term capital  gain,
any  loss realized on the sale of  such Fund shares during such six-month period
would be a long-term loss to the extent of such distribution.
    
 
                                      B-9
<PAGE>
   
    An exchange of shares in the Fund for shares of another Value Line fund will
be treated  as a  taxable sale  of  the exchanged  Fund shares.  Accordingly,  a
shareholder  may  recognize  a gain  or  loss  for federal  income  tax purposes
depending upon his or  her basis in  the Fund shares exchanged.  A gain or  loss
will  be treated as capital gain or loss if the shares are capital assets in the
shareholder's hands. Capital  gains may  be taxable to  individuals and  certain
other  shareholders  at  the  maximum  federal 20%  or  28%  capital  gains rate
(depending  upon  the  shareholder's  holding   period  for  the  shares).   The
shareholder will have a tax basis in the newly-acquired Fund shares equal to the
amount  invested and  will begin  a new  holding period  for federal  income tax
purposes.
    
 
   
    If a shareholder exchanges  shares in the Fund  for shares in another  Value
Line  fund pursuant to  a reinvestment right,  the sales charge  incurred in the
purchase of  the  Fund  shares exchanged  may  not  be added  to  tax  basis  in
determining  gain or  loss for federal  income tax purposes.  Instead, the sales
charge for the exchanged  Fund shares shall  be added to  basis for purposes  of
determining  gain or loss on the  disposition of the newly-acquired Fund shares,
if such newly-acquired  Fund shares are  not disposed of  in a similar  exchange
transaction.
    
 
   
    REPORTING  AND BACKUP WITHHOLDING.   The Fund will be  required to report to
the Internal Revenue Service ("IRS")  all distributions and gross proceeds  from
the  redemption  of the  Fund's shares,  except  in the  case of  certain exempt
shareholders. The Fund may  be required to withhold  U.S. federal income tax  at
the  rate of 31% of all taxable distributions and redemption proceeds payable to
shareholders  who  fail  to  provide  the  Fund  with  their  correct   taxpayer
identification  number  or  to make  certain  certifications, or  who  have been
notified by  the IRS  that they  are subject  to backup  withholding.  Corporate
shareholders  and certain other shareholders specified in the Code generally are
exempt from such  backup withholding.  Backup withholding is  not an  additional
tax. Any amounts withheld may be credited against the shareholder's U.S. federal
income   tax.  If  the  backup  withholding   provisions  are  applicable  to  a
shareholder, distributions and gross proceeds  payable to such shareholder  will
be  reduced by the amounts  required to be withheld,  regardless of whether such
distributions are paid or reinvested.
    
 
                                PERFORMANCE DATA
 
    From time to time, the Fund may state its total return in advertisements and
investor communications. Total return may be  stated for any relevant period  as
specified  in the advertisement or communication. Any statements of total return
or other performance data on the Fund will be accompanied by information on  the
Fund's  average annual total return over  the most recent four calendar quarters
and the  period from  the Fund's  inception  of operations.  The Fund  may  also
advertise  aggregate annual total  return information over  different periods of
time.
 
    The Fund's  average annual  total return  is determined  by reference  to  a
hypothetical   $1,000   investment  that   includes  capital   appreciation  and
depreciation for the stated period, according to the following formula:
   
                                 P(1+T)n = ERV
    
 
<TABLE>
<S>        <C>        <C>        <C>
Where:     P          =          a hypothetical initial purchase order of $1,000
           T          =          average annual total return
           n          =          number of years
           ERV        =          ending redeemable value of the hypothetical $1,000 purchase at the end of the
                                 period.
</TABLE>
 
    As stated in the Prospectus,  the Fund may also  quote its current yield  in
advertisements and investor communications.
 
                                      B-10
<PAGE>
    The  yield computation is  determined by dividing  the net investment income
per share earned during the  period by the maximum  offering price per share  on
the  last day of the  period and annualizing the  resulting figure, according to
the following formula:
 
Yield = 2 [(a - b/cd + 1)to the sixth power -1]
 
   
<TABLE>
<S>        <C>        <C>        <C>
Where:     a          =          dividends and interest earned during the period (calculated as required by the
                                 Securities and Exchange Commission);
           b          =          expenses accrued for the period (net of reimbursements);
           c          =          the average daily number of shares outstanding during the period that were
                                 entitled to receive dividends;
           d          =          the maximum offering price per share on the last day of the period.
</TABLE>
    
 
    The above formula will be used in calculating quotations of yield, based  on
specified 30-day periods identified in advertising by the Fund.
 
    The  Fund may also,  from time to  time, include a  reference to its current
quarterly or  annual  distribution rate  in  investor communications  and  sales
literature  preceded  or accompanied  by  a Prospectus,  reflecting  the amounts
actually distributed to shareholders which could include capital gains and other
items of income  not reflected  in the  Fund's yield,  as well  as interest  and
dividend  income received by the Fund  and distributed to shareholders (which is
reflected in the Fund's yield).
 
    All  calculations  of  the  Fund's  distribution  rate  are  based  on   the
distributions  per share which are declared but not necessarily paid, during the
fiscal year. The distribution rate  is determined by dividing the  distributions
declared  during the period by the maximum  offering price per share on the last
day of  the period  and annualizing  the resulting  figure. In  calculating  its
distribution  rate, the  Fund has  used the same  assumptions that  apply to its
calculation  of  yield.   The  distribution  rate   does  not  reflect   capital
appreciation or depreciation in the price of the Fund's shares and should not be
considered  to be  a complete  indicator of  the return  to the  investor on his
investment.
 
    The Fund's current yield, distribution rate and total return may be compared
to relevant  indices, including  U.S. domestic  and international  taxable  bond
indices  and data  from Lipper Analytical  Services, Inc., or  Standard & Poor's
Indices. From time to time, evaluations of the Fund's performance by independent
sources may  also be  used in  advertisements and  in information  furnished  to
present or prospective investors in the Fund.
 
                             ADDITIONAL INFORMATION
 
EXPERTS
 
    The  financial statements of the Fund  and the financial highlights included
in the Fund's  Annual Report to  Shareholders and incorporated  by reference  in
this  Statement of Additional Information have been so incorporated by reference
in reliance  on the  report of  Price Waterhouse  LLP, independent  accountants,
given on the authority of said firm as experts in accounting and auditing.
 
CUSTODIAN
 
    The  Fund  employs  State  Street  Bank and  Trust  Company,  Boston,  MA as
custodian for the  Fund. The custodian's  responsibilities include  safeguarding
and  controlling  the  Fund's  cash and  securities,  handling  the  receipt and
delivery of  securities and  collecting  interest and  dividends on  the  Fund's
investments.  The custodian  does not determine  the investment  policies of the
Fund or decide which securities the Fund will buy or sell.
 
                                      B-11
<PAGE>
                              FINANCIAL STATEMENTS
 
   
    The Fund's  financial  statements  for  the year  ended  January  31,  1998,
including  the financial  highlights for  each of the  five fiscal  years in the
period  ended  January  31,  1998  appearing  in  the  1998  Annual  Report   to
Shareholders  and  the  report  thereon  of  Price  Waterhouse  LLP, independent
accountants, appearing therein, are incorporated by reference in this  Statement
of Additional Information.
    
 
   
    The  Fund's  1998  Annual  Report  to  Shareholders  is  enclosed  with this
Statement of Additional Information.
    
 
                                      B-12
<PAGE>
                       VALUE LINE AGGRESSIVE INCOME TRUST
                                     PART C
                               OTHER INFORMATION
 
ITEM 24.  FINANCIAL STATEMENTS AND EXHIBITS.
 
   
    a.  Financial Statements
       Included in Part A of this Registration Statement:
         Financial Highlights for each of the ten years in the period ended
         January 31, 1998.
    
 
   
        Incorporated by reference in Part B of this Registration Statement:*
         Schedule of Investments at January 31, 1998
        Statement of Assets and Liabilities at January 31, 1998
        Statement of Operations for the year ended January 31, 1998
        Statements of Changes in Net Assets for the years ended
          January 31, 1998 and January 31, 1997
        Financial Highlights for each of the five years in the period ended
          January 31, 1998
        Notes to Financial Statements
        Report of Independent Accountants
    
 
        Statements, schedules and historical information other than those listed
       above have been omitted since they are either not applicable or are not
       required.
- ---------
   
    *  Incorporated by reference from the Annual Report to Shareholders for the
       year ended January 31, 1998.
    
 
    b.  Exhibits
       16.  Calculation of Performance Data--Exhibit 1
 
ITEM 25.  PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.
 
          None
 
ITEM 26.  NUMBER OF HOLDERS OF SECURITIES.
 
   
    As of January 31, 1998, there were 3,481 record holders of the Registrant's
shares of beneficial interest, $.01 par value.
    
 
ITEM 27.  INDEMNIFICATION.
 
    Incorporated by reference from Post-Effective Amendment No. 2 (filed with
the Commission May 21, 1987).
 
                                      C-1
<PAGE>
ITEM 28.  BUSINESS OR OTHER CONNECTIONS OF INVESTMENT ADVISER.
 
    Value Line, Inc., Registrant's investment adviser, acts as investment
adviser for a number of individuals, trusts, corporations and institutions, in
addition to the registered investment companies in the Value Line Family of
Funds listed in Item 29.
 
   
<TABLE>
<CAPTION>
                                        POSITION WITH
            NAME                         THE ADVISER                              OTHER EMPLOYMENT
- ----------------------------  ----------------------------------  ------------------------------------------------
<S>                           <C>                                 <C>
Jean Bernhard Buttner         Chairman of the Board,              Chairman of the Board and Chief Executive
                              President and Chief Executive       Officer of Arnold Bernhard & Co., Inc., 220 East
                              Officer                             42nd Street, New York, NY 10017 and Value Line
                                                                  Publishing, Inc. and Chairman of each of the
                                                                  Value Line Funds and the Distributor
Samuel Eisenstadt             Senior Vice President and Director
 
David T. Henigson             Vice President, Treasurer and       Vice President and a Director of Arnold Bernhard
                              Director                            & Co., Inc. and the Distributor
 
Howard A. Brecher             Vice President, Secretary and       Vice President, Secretary, Treasurer and a
                              Director                            Director of Arnold Bernhard & Co., Inc.
 
Harold Bernard, Jr.           Director                            Retired Administrative Law Judge
 
William S. Kanaga             Director                            Retired Chairman of Arthur Young (now Ernst &
                                                                  Young)
 
W. Scott Thomas               Director                            Partner, Brobeck, Phleger & Harrison, attorneys,
                                                                  One Market Plaza, San Francisco, CA 94105
</TABLE>
    
 
                                      C-2
<PAGE>
ITEM 29.  PRINCIPAL UNDERWRITERS.
 
   
    (a) Value Line Securities, Inc., acts as principal underwriter for the
       following Value Line funds, including the Registrant: 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; Value Line Small-Cap Growth Fund, Inc.; Value Line
       Asset Allocation Fund, Inc.; Value LIne U.S. Multinational Company Fund,
       Inc.
    
 
    (b)
 
<TABLE>
<CAPTION>
                                    (2)
                               POSITION AND                 (3)
           (1)                    OFFICES               POSITION AND
    NAME AND PRINCIPAL        WITH VALUE LINE           OFFICES WITH
     BUSINESS ADDRESS        SECURITIES, INC.            REGISTRANT
- --------------------------  -------------------  --------------------------
<S>                         <C>                  <C>
Jean Bernhard Buttner       Chairman of the      Chairman of the Board,
                            Board                President and Chief
                                                 Executive Officer
 
David T. Henigson           Vice President,      Vice President, Secretary
                            Secretary,           and Treasurer
                            Treasurer and
                            Director
 
Stephen LaRosa              Asst. Vice           Asst. Treasurer
                            President            Asst. Secretary
</TABLE>
 
        The business address of each of the officers and directors is 220 East
        42nd Street, New York, NY 10017-5891.
 
    (c) Not applicable.
 
                                      C-3
<PAGE>
ITEM 30.  LOCATION OF ACCOUNTS AND RECORDS.
 
    Certain accounts, books and other documents required to be maintained by
Section 31(a) of the 1940 Act and the Rules promulgated thereunder are
maintained by the Registrant's investment adviser, Value Line, Inc., 220 East
42nd Street, New York, New York 10017-5891; the Registrant's transfer agent,
State Street Bank and Trust Company, c/o NFDS, P.O. Box 419729, Kansas City, MO
64141-6729; and the Registant's custodian, State Street Bank and Trust Company,
225 Franklin Street, Boston, MA 02110.
 
ITEM 31.  MANAGEMENT SERVICES.
 
    None.
 
ITEM 32.  UNDERTAKINGS.
 
    Registrant undertakes to furnish each person to whom a prospectus is
delivered with a copy of the Registrant's latest annual report to shareholders,
upon request and without charge.
 
                                 --------------
                       CONSENT OF INDEPENDENT ACCOUNTANTS
 
   
We hereby consent to the incorporation by reference in the Prospectus and
Statement of Additional Information constituting parts of this Post-Effective
Amendment No. 13 to the registration statement on Form N-1A (the "Registration
Statement") of our report dated March 25, 1998, relating to the financial
statements and financial highlights appearing in the January 31, 1998 Annual
Report to Shareholders of Value Line Aggressive Income Trust, which is also
incorporated by reference into the Registration Statement. We also consent to
the references to us under the heading "Financial Highlights" in the Prospectus
and under the headings "Additional Information" and "Financial Statements" in
the Statement of Additional Information.
    
 
PRICE WATERHOUSE LLP
 
   
1177 Avenue of the Americas
New York, New York
May 22, 1998
    
 
                                      C-4
<PAGE>
                                   SIGNATURES
 
   
    Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this Registration Statement pursuant to
Rule 485(b) under the Securities Act of 1933 and has duly caused this Amendment
to its Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York, and State of New York, on
the 22nd day of May, 1998.
    
 
                                          VALUE LINE AGGRESSIVE INCOME TRUST
                                           By:       /s/ David T. Henigson
                                              ..................................
                                                      DAVID T. HENIGSON
                                                       Vice President
 
    Pursuant to the requirements of the Securities Act of 1933, this Amendment
has been signed below by the following persons in the capacities and on the
dates indicated.
 
   
<TABLE>
<CAPTION>
                SIGNATURES                                      TITLE                               DATE
- -------------------------------------------  -------------------------------------------  ------------------------
 
<C>                                          <S>                                          <C>
             * JEAN B. BUTTNER               Chairman of the Trustees, President and                  May 22, 1998
             (JEAN B. BUTTNER)                 Chief Executive Officer
 
            * JOHN W. CHANDLER               Trustee                                                  May 22, 1998
            (JOHN W. CHANDLER)
 
              * LEO R. FUTIA                 Trustee                                                  May 22, 1998
              (LEO R. FUTIA)
 
             *DAVID H. PORTER                Trustee                                                  May 22, 1998
             (DAVID H. PORTER)
 
           * PAUL CRAIG ROBERTS              Trustee                                                  May 22, 1998
           (PAUL CRAIG ROBERTS)
 
            * NANCY-BETH SHEERR              Trustee                                                  May 22, 1998
            (NANCY-BETH SHEERR)
 
               /s/ DAVID T. HENIGSON         Secretary and Treasurer; Principal                       May 22, 1998
 ..........................................    Financial and Accounting Officer
            (DAVID T. HENIGSON)
</TABLE>
    
 
* By       /s/ David T. Henigson
    ..................................
           (DAVID T. HENIGSON,
            Attorney-in-fact)
 
                                      C-5

<PAGE>

                          VALUE LINE AGGRESSIVE INCOME TRUST

                  SCHEDULE FOR COMPUTATION OF PERFORMANCE QUOTATION
                                      EXHIBIT 16

<TABLE>
<CAPTION>

Year(s) Ended 01/31/98:            1 year         5 years        10 years
                                   ------         -------        --------
<S>                                <C>            <C>            <C>
Initial Investment:                 1,000           1,000           1,000
Balance at End of Period:           1,150           1,863           2,856
Change:                               150             863           1,856

Percentage Change:                  14.97%          86.32%         185.64%

Average Annual Total Return:        14.97%          13.25%          11.07%

</TABLE>




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