VALUE LINE NEW YORK TAX EXEMPT TRUST
485BPOS, 1995-06-26
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<PAGE>
     As filed with the Securities and Exchange Commission on June 26, 1995

                                                    Registration No. 33-12400
                                                    Registration No. 811-5052
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                       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. 9                      /X/

                                      and

                             REGISTRATION STATEMENT
                    UNDER THE INVESTMENT COMPANY ACT OF 1940                 /X/
                                Amendment No. 9                              /X/
                                 -------------

                      VALUE LINE NEW YORK TAX EXEMPT 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)

        / / immediately upon filing pursuant to paragraph (b)
        /X/ on July 1, 1995 pursuant to paragraph (b)
        / / 60 days after filing pursuant to paragraph (a)
        / / on (date) pursuant to paragraph (a) of rule 485

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

PURSUANT  TO THE PROVISIONS OF RULE 24F-2(A)(1) UNDER THE INVESTMENT COMPANY ACT
OF 1940, REGISTRANT HAS REGISTERED AN INDEFINITE NUMBER OF SHARES OF  BENEFICIAL
INTEREST  UNDER  THE SECURITIES  ACT OF  1933. REGISTRANT  FILED ITS  RULE 24F-2
NOTICE FOR THE YEAR ENDED FEBRUARY 28, 1995 ON OR ABOUT APRIL 6, 1995.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
                      VALUE LINE NEW YORK TAX EXEMPT 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..............................................  Not Applicable
    Item  3.      Condensed Financial Information.......................  Summary of Trust 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 Trust Expenses; Management
                                                                            of the Trust; Additional Information
    Item  6.      Capital Stock and Other Securities....................  Dividends and Distributions; 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..............................  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...  Management of the Trust (Part A);
                                                                            Trustees and Officers
    Item 16.      Investment Advisory and Other Services................  Management of the Trust (Part A); The
                                                                            Adviser
    Item 17.      Brokerage Allocation..................................  Management of the Trust (Part A);
                                                                            Portfolio Transactions
    Item 18.      Capital Stock and Other Securities....................  Additional Information (Part A)
    Item 19.      Purchase,    Redemption   and    Pricing   of   Secur-
                    ities Being Offered.................................  How to Buy Shares; Suspension of
                                                                            Redemptions; Calculation of Net Asset
                                                                            Value (Part A)
    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 NEW YORK                    PROSPECTUS
TAX EXEMPT TRUST                      July 1, 1995
</TABLE>

220 East 42nd Street, New York, New York 10017-5891
1-800-223-0818 or 1-800-243-2729

              Value  Line New York Tax  Exempt Trust (the "Trust")
              is a  no-load,  non-diversified  investment  company
              whose  investment objective  is to  provide New York
              taxpayers with the  maximum income  exempt from  New
              York  State,  New  York  City  and  federal personal
              income taxes while avoiding undue risk to principal.

              The Trust's investment adviser  is Value Line,  Inc.
              (the "Adviser").

              Shares  of the Trust are offered at net asset value.
              There are no sales charges or redemption fees.

    This Prospectus sets forth  concise information about  the Trust that  a
    prospective  investor ought  to know  before investing.  This Prospectus
    should be retained  for future reference.  Additional information  about
    the  Trust is contained in a  Statement of Additional Information, dated
    July 1, 1995,  which has  been filed  with the  Securities and  Exchange
    Commission and is incorporated into this Prospectus by reference. A copy
    of  the Statement of Additional Information may be obtained at no charge
    by writing or telephoning the Trust at the address or telephone  numbers
    listed above.

                                  DISTRIBUTOR
                          Value Line Securities, Inc.
                              220 East 42nd Street
                         New York, New York 10017-5891

  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
  EXCHANGE   COMMISSION  OR  ANY  STATE  SECURITIES  COMMISSION  NOR  HAS  THE
  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 TRUST 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 TRUST OPERATING EXPENSES (AS A PERCENTAGE OF AVERAGE NET ASSETS)
  Management Fees...............................................................       .60%
  12b-1 Fees....................................................................       None
  Other Expenses................................................................       .26%
  Total Trust Operating Expenses................................................       .86%
</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:....   $       9    $      27    $      48    $     106
</TABLE>

    The  foregoing is based  upon the expenses  for the year  ended February 28,
1995 and is designed to assist investors in understanding the various costs  and
expenses  that an investor in the Trust will bear directly or indirectly. Actual
expenses in the future may be greater or less than those shown.

FINANCIAL HIGHLIGHTS
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

    The following information on selected per share data and ratios with respect
to each of the five years in the period ended February 28, 1995, and the related
financial statements, have  been audited  by Price  Waterhouse LLP,  independent
accountants,  whose  unqualified report  thereon appears  in the  Trust'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  also appear in the Trust's  Annual
Report to Shareholders available from the Trust without charge.

                                       2
<PAGE>

<TABLE>
<CAPTION>
                                                                                                                  JULY 2, 1987
                                                    YEAR ENDED LAST DAY OF FEBRUARY,                             (COMMENCEMENT
                           ----------------------------------------------------------------------------------  OF OPERATIONS) TO
                              1995        1994        1993        1992        1991        1990        1989     FEBRUARY 29, 1988
                           ----------  ----------  ----------  ----------  ----------  ----------  ----------  ------------------
<S>                        <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>
Net asset value,
  beginning of year......  $   10.49   $   10.84   $    9.90   $    9.50   $    9.65   $    9.76   $    9.93       $   10.00
                           ----------  ----------  ----------  ----------  ----------  ----------  ----------       --------

  INCOME FROM INVESTMENT
   OPERATIONS:
    Net investment
     income..............       .523        .570        .596        .634        .707        .702        .733(1)          .520(1)
    Net gains or losses
     on securities (both
     realized and
     unrealized).........      (.611)       .062       1.080        .400       (.150)      (.046)      (.112)          (.070)
                           ----------  ----------  ----------  ----------  ----------  ----------  ----------       --------
        Total from
         investment
         operations......      (.088)       .632       1.676       1.034        .557        .656        .621            .450
                           ----------  ----------  ----------  ----------  ----------  ----------  ----------       --------

  LESS DISTRIBUTIONS:
    Dividends from net
     investment income...      (.523)      (.570)      (.596)      (.634)      (.707)      (.702)      (.733)          (.520)
    Distributions from
     capital gains.......      (.069)      (.412)      (.140)      --          --          (.064)      (.058)          --
                           ----------  ----------  ----------  ----------  ----------  ----------  ----------       --------
        Total
         distributions...      (.592)      (.982)      (.736)      (.634)      (.707)      (.766)      (.791)          (.520)
                           ----------  ----------  ----------  ----------  ----------  ----------  ----------       --------
Net asset value, end of
  year...................  $    9.81   $   10.49   $   10.84   $    9.90   $    9.50   $    9.65   $    9.76       $    9.93
                           ----------  ----------  ----------  ----------  ----------  ----------  ----------       --------
                           ----------  ----------  ----------  ----------  ----------  ----------  ----------       --------
Total return.............       (.58%)      5.98%      17.56%      11.18%       5.99%       6.87%       6.54%(2)          4.77%(2)
                           ----------  ----------  ----------  ----------  ----------  ----------  ----------       --------
                           ----------  ----------  ----------  ----------  ----------  ----------  ----------       --------
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period
  (in thousands).........  $  39,139   $  44,190   $  41,528   $  35,478   $  32,327   $  29,274   $  26,412       $  19,648
Ratio of expenses to
  average net assets.....        .86%        .87%        .85%        .92%        .91%       1.01%        .76%(2)            --*(2)
Ratio of net investment
  income to average net
  assets.................       5.36%       5.21%       5.82%       6.50%       7.46%       7.16%       7.51%(2)          8.15%*(2)
Portfolio turnover
  rate...................        105%         54%        137%        124%         61%         39%         73%             17%
</TABLE>

- ----------
*  Annualized

(1)Net  of waiver of advisory fee and voluntary expense reimbursement. Had these
   fees and expenses been  fully borne by the  Trust, net investment income  per
   share would have been $.714 and $.416 for fiscal 1989 and 1988, respectively.

(2)Due  to waiver of advisory  fee and expense reimbursement  by the Adviser and
   the short period for 1988, data are not indicative of future periods. Had all
   expenses been absorbed by the Trust, total return, the ratio of expenses  and
   the  ratio of  net investment  income to average  net assets  would have been
   6.06%, .95% and  7.32% for fiscal  1989 and, on  an annualized basis,  5.96%,
   1.61% and 6.53% for fiscal 1988, respectively.

                                       3
<PAGE>
INVESTMENT OBJECTIVE AND POLICIES

    The  Trust's investment objective is to  provide New York taxpayers with the
maximum income exempt from  New York State, New  York City and federal  personal
income taxes while avoiding undue risk to principal. Under normal conditions,the
Trust's assets will be invested so that at least 80% of the annual income of the
Trust  will be exempt from  both federal income tax and  New York State and City
personal income taxes, except during times of adverse market conditions. This is
a  fundamental  policy  of  the  Trust   which  will  not  be  changed   without
shareholders'  approval. No  assurance can be  made that  the Trust's investment
objective will be achieved. A  portion of the Trust's  income may be subject  to
federal, state and local taxes.

    The  investment  objective  and  policies  of  the  Trust,  other  than  the
fundamental  policy  described  above  or  those  enumerated  under  "Investment
Restrictions"  in the Statement of Additional Information, may be changed by the
Trustees without shareholder approval.

BASIC INVESTMENT STRATEGY

    The Trust  will invest  primarily in  New York  State municipal  and  public
authority  debt obligations having  a maturity of  more than one  year which are
rated at the time of purchase within the four highest grades assigned by Moody's
Investors Services (Aaa, Aa, A and  Baa) or Standard & Poor's Corporation  (AAA,
AA, A and BBB). The Trust may also invest up to 30% of its assets in bonds rated
Ba or B by Moody's or BB or B by Standard & Poor's. As of February 28, 1995, the
Trust  had  no  securities  rated  below  investment  grade  (Aaa  through Baa).
Investments  rated  Baa  or  BBB  or  lower  have  speculative  characteristics;
lower-rated  investments normally provide higher  yields but are speculative and
involve greater risk including the possibility of default or bankruptcy than  is
the  case with high  rated securities. These  securities may also  be subject to
greater market fluctuations. The Trust may also invest up to 100% of its  assets
in  unrated securities which the Adviser determines are of comparable quality to
the rated securities in  which the Trust may  invest. The amount of  information
about  the financial condition of an issuer of New York tax-exempt bonds may not
be as extensive as that which is made available by corporations whose securities
are publicly traded.  See "Special  Considerations," below. The  Trust may  also
purchase  obligations  of municipal  issuers located  in  Puerto Rico,  the U.S.
Virgin Islands  and  Guam since  dividends  paid by  the  Trust, to  the  extent
attributable  to such sources, are  exempt from federal, New  York State and New
York City income taxes. Portfolio securities  may be sold 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 Adviser  desires
to  preserve gains  or limit  losses due  to changing  economic conditions. High
portfolio turnover may result in correspondingly greater transaction costs.

    Up to 20%  of the  Trust's total  assets may  be invested  in taxable  money
market instruments, non-New York tax-exempt securities, futures and options. The
Trust  may temporarily invest more than 20% of its total assets in taxable money
market instruments and non-New York tax-exempt securities when the Adviser deems
a "defensive" posture to  be advisable because of  market conditions. The  Trust
may  only purchase  those non-New York  tax-exempt securities  which satisfy the
standards for  New  York  tax-exempt  securities  set  forth  in  the  preceding
paragraph.  The types of taxable money market instruments in which the Trust may
invest are the following:  commercial paper (rated A-2  or better by Standard  &
Poor's  or Prime-2 or better by Moody's), U.S. government securities, repurchase
agreements or other short-term money market instruments.

                                       4
<PAGE>
    Yields of municipal securities  depend upon a  number of factors,  including
the  financial condition  of the issuer,  economic and money  and capital market
conditions, the volume of municipal securities available, conditions within  the
municipal   securities  market,  proposed  and   actual  changes  in  tax  laws,
regulations and  rules,  and  the  maturity,  rating,  and  size  of  individual
offerings. Market values of municipal securities will vary inversely in relation
to  their  yields. The  magnitude of  changes  in market  values in  response to
changes in  market rates  of  interest typically  varies  in proportion  to  the
maturity of the obligations.

    SPECIAL  CONSIDERATIONS AFFECTING THE TRUST.  The Trust's ability to achieve
its investment objective  is dependent upon  the ability of  the issuers of  New
York  municipal securities to meet their  continuing obligations for the payment
of principal  and interest.  New York  State and  New York  City face  long-term
economic  problems that could  seriously affect their ability  and that of other
issuers of New York municipal securities to meet their financial obligations.

    Certain substantial  issuers of  New  York municipal  securities  (including
issuers whose obligations may be acquired by the Trust) have experienced serious
financial  difficulties  in  recent  years.  These  difficulties  have  at times
jeopardized the credit standing and impaired the borrowing abilities of all  New
York  issuers and have generally contributed  to higher interest costs for their
borrowings and fewer markets for  their outstanding debt obligations. In  recent
years,  several different issues  of municipal securities of  New York State and
its agencies and instrumentalities and of New York City have been downgraded  by
Standard  & Poor's and  Moody's. On the  other hand, strong  demand for New York
municipal securities  has  at  times  had the  effect  of  permitting  New  York
municipal  securities  to  be issued  with  yields relatively  lower,  and after
issuance, to trade in  the market at prices  relatively higher, than  comparably
rated  municipal securities issued  by other jurisdictions.  A recurrence of the
financial difficulties previously  experienced by  certain issuers  of New  York
municipal  securities could result in defaults  or declines in the market values
of those  issuers' existing  obligations and,  possibly, in  the obligations  of
other  issuers of New York municipal securities. Although as of the date of this
Prospectus, no issuers  of New  York municipal  securities are  in default  with
respect to the payment of their municipal securities, the occurrence of any such
default  could affect adversely  the market values and  marketability of all New
York municipal securities and, consequently, the net asset value of the  Trust's
portfolio.

    Other considerations affecting the Trust's investments in New York municipal
securities are summarized in the Statement of Additional Information.

    The  Trust's classification as a "non-diversified" investment company allows
it to have a larger position in the securities of a single issuer than would  be
the  case if it  were diversified. Because  a relatively high  percentage of the
Trust's assets  may  be invested  in  the obligations  of  a limited  number  of
issuers,  the portfolio securities of  the Trust may be  more susceptible to any
single  economic,  political  or   regulatory  occurrence  than  the   portfolio
securities of a diversified investment company. To meet federal tax requirements
for  qualification as a "regulated investment company," the Trust will limit its
investments so that  at the  close of  each quarter  in each  fiscal year,  with
regard  to at least 50% of its assets, no  more than 5% of its total assets will
be invested in the  securities of a single  issuer; additionally, not more  than
25%  of the Trust's total assets will be invested in securities (other than U.S.
government securities) of any  one issuer. These limitations  may be changed  by
the Trustees if federal tax requirements change.

                                       5
<PAGE>
MISCELLANEOUS INVESTMENT PRACTICES

    WHEN-ISSUED SECURITIES.  Tax-exempt securities may be purchased or sold on a
delayed-delivery  basis or on a when-issued basis. These transactions arise when
securities are purchased or sold by  the Trust with payment and delivery  taking
place in the future, in order to secure what is considered to be an advantageous
price  and yield to the Trust. No payment is made until delivery is due, often a
month or more  after the  purchase. When the  Trust engages  in when-issued  and
delayed-delivery  transactions, certain risks are  involved. The Trust relies on
the buyer or seller, as the case may be, to consummate the transaction.  Failure
of  the buyer or seller to do so may result in the Trust missing the opportunity
of obtaining a price considered to  be advantageous. The securities are  subject
to  market fluctuations  and no  interest accrues  to the  purchaser during this
period. At  the  time the  Trust  makes  the commitment  to  purchase  municipal
securities  on a delayed-delivery  basis or a when-issued  basis, it will record
the transaction and reflect the value of the municipal securities in determining
its net asset  value. A separate  account for  the Trust consisting  of cash  or
high-grade securities equal to the amount of the when-issued commitments will be
established  at the Trust's  custodian bank. For the  purpose of determining the
adequacy of the  securities in  the account,  the deposited  securities will  be
valued  at market. If  the market value of  such securities declines, additional
cash or securities will be  placed in the account on  a daily basis so that  the
market  value of the  account will equal  the amount of  such commitments by the
Trust.

    PRIVATE PLACEMENT.   The  Trust may  acquire privately  negotiated loans  to
tax-exempt borrowers as such securities are expected to provide the Trust with a
higher  rate of interest than is generally available from marketable securities.
To the extent  that these  private placements  are not  readily marketable,  the
Trust  will  limit its  investment  in such  securities  (and in  other illiquid
securities) to no more  than 10% of  the value of its  total assets. Because  an
active  trading market  may not  exist for such  securities, the  price that the
Trust may pay for these securities or receive on their resale may be lower  than
that for similar securities with a more liquid market.

    VARIABLE  RATE DEMAND  INSTRUMENTS.  The  Trust may also  invest in variable
rate demand  instruments which  are tax-exempt  obligations that  provide for  a
periodic  adjustment in  the interest rate  paid on the  instrument according to
changes in  interest rates  generally.  These instruments  permit the  Trust  to
demand  payment of  the unpaid  principal balance  plus accrued  interest upon a
specified number of days' notice to the issuer or its agent. The demand  feature
may  be backed by  a bank letter of  credit or guarantee  issued with respect to
such instrument.  The Trust  intends to  exercise  the demand  only (1)  upon  a
default  under the terms of  the municipal obligation, (2)  as needed to provide
liquidity to the Trust, or (3) to maintain a high quality investment  portfolio.
The  issuer of a variable rate demand  instrument may have a corresponding right
to prepay in  its discretion the  outstanding principal of  the instrument  plus
accrued  interest  upon notice  comparable to  that required  for the  holder to
demand payment. The variable rate demand instruments that the Trust may purchase
are payable on demand on not more than seven calendar days' notice. The terms of
the instruments provide that interest rates are adjustable at intervals  ranging
from  daily up to six months, and the  adjustments are based upon the prime rate
of a bank or other appropriate interest rate adjustment index as provided in the
respective instruments.

    LENDING SECURITIES.   The Trust may  lend limited amounts  of its  portfolio
securities  to broker-dealers or institutional investors which the Adviser deems
qualified, but only when  the borrower agrees to  maintain cash collateral  with
the  Trust  equal at  all  times to  at  least 100%  of  the value  of  the lent
securities and accrued interest. The Trust will continue to receive interest  on
the lent securities

                                       6
<PAGE>
and will invest the cash collateral in readily marketable short-term obligations
of high quality, thereby earning additional interest. Interest on lent municipal
securities  received by  the borrower  and paid  over to  the Trust  will not be
exempt from  federal  income taxes  in  the hands  of  the Trust.  No  loans  of
securities  will be  made if,  as a  result, the  aggregate of  such loans would
exceed 10% of the  value of the  Trust's total assets.  The Trust may  terminate
such loans at any time.

    FINANCIAL  FUTURES CONTRACTS.   The  Trust may  invest in  financial futures
contracts ("futures contracts") and  related options thereon  limited to 30%  of
the  Trust's net  assets. If  the Adviser  anticipates that  interest rates will
rise, the Trust may sell  a futures contract or write  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 Trust's securities. If the Adviser anticipates that
interest rates will decline, the Trust may purchase a futures contract or a call
option thereon to protect  against an increase in  the prices of the  securities
the  Trust  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 Trust, as
seller, to deliver the specific type of instrument called for in the contract at
a specified  future time  at  a specified  price.  A futures  contract  purchase
creates  an  obligation by  the Trust,  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 Trust 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 Trust is immediately paid the difference and thus realizes a gain.
If  the purchase price of the offsetting transaction exceeds the sale price, the
Trust pays the difference and realizes a  loss. Similarly, the closing out of  a
futures  contract  purchase is  effected by  the Trust  entering into  a futures
contract sale. If  the offsetting  sale price  exceeds the  purchase price,  the
Trust  realizes  a gain,  and  if the  offsetting sale  price  is less  than the
purchase price, the Trust realizes a loss.

    The Trust  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 Trust  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 Trust 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  Trust  will only  enter into  financial 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  than the portfolio  securities being hedged.  Another
risk is that the Trust's

                                       7
<PAGE>
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 take
place. For  example,  if  the Trust  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 Trust would lose  money
on  the sale. The risk of imperfect  correlation may be increased if the futures
contracts being  used  are  on  taxable securities  rather  than  on  tax-exempt
securities  since there  is no guarantee  that the prices  of taxable securities
will move in a manner similar to the prices of tax-exempt securities.

    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 price 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  in a purchase or sale  of a futures contract. The  value of the option does
change and is reflected in the net asset value of the Trust.

    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 Trust  will  enter into  an option  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 Trust  may  also utilize  municipal  bond index  futures  contracts  and
options  thereon for hedging purposes. The  Trust's strategies in employing such
contracts will be  similar to those  discussed above with  respect to  financial
futures and related options. A municipal bond index is a method of reflecting in
a  single  number the  market value  of  many different  municipal bonds  and is
designed to be representative of the municipal bond market generally. The  index
fluctuates  in response to  changes in the  market values of  the bonds included
within the index. Unlike futures contracts on particular financial  instruments,
transactions  in futures on a  municipal bond index will  be settled in cash, if
held until the close of trading in the contract. However, like any other futures
contract, a position in the contract may be closed out by purchase or sale of an
offsetting contract  for the  same delivery  month prior  to expiration  of  the
contract.  Trading in the  municipal bond index futures  contract takes place on
the Chicago Board of Trade.

    The Trust 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  Trust's  total  assets. In
instances involving the purchase  of futures contracts by  the Trust, 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.

INVESTMENT RESTRICTIONS

    The  Trust has adopted a number of  investment restrictions which may not be
changed without  shareholder approval.  These are  set forth  under  "Investment
Restrictions" in the Statement of Additional information.

                                       8
<PAGE>
MANAGEMENT OF THE TRUST

    The  management and affairs of the Trust are supervised by the Trustees. The
Trust's officers  conduct and  supervise the  daily business  operations of  the
Trust.  The Trust's investment decisions are  made by an investment committee of
employees of the Adviser. The Trust's Annual Report contains a discussion on the
Trust's performance,  which will  be  made available  upon request  and  without
charge.

    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 a majority of the voting stock of AB&Co.
All of the non-voting  stock is owned by  or for the benefit  of members of  the
Bernhard  family and certain  employees and former employees  of the Adviser and
AB&Co. The Adviser currently acts as investment adviser to the other Value  Line
funds  and furnishes investment  advisory services to  private and institutional
accounts with combined assets  in excess of $4  billion. Value Line  Securities,
Inc.,  the  Trust's distributor,  is a  subsidiary of  the Adviser.  The Adviser
manages the Trust's  investments, provides various  administrative services  and
supervises  the Trust's daily business affairs,  subject to the authority of the
Trustees. The Adviser is paid  an advisory fee on a  monthly basis at an  annual
rate  of .60% of the Trust's average daily  net assets during the year. For more
information about the Trust's management fees and expenses, see the "Summary  of
Trust Expenses" on page 2.

CALCULATION OF NET ASSET VALUE

    The net asset value of the Trust's shares for purposes of both purchases and
redemptions  is determined once daily as of the close of trading of the New York
Stock Exchange (currently 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 Trust shares  have been received.  The New York  Stock
Exchange  is currently closed  on New Year's Day,  Presidents' 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 Trust, less  any liabilities, by the  total
outstanding shares.

    Fixed-income  securities are  valued on the  basis of prices  provided by an
independent  pricing  service  approved  by  the  Trustees.  The  Adviser   will
periodically review and evaluate the procedures, methods and quality of services
provided  by the pricing service then being used by the Trust and may, from time
to time,  recommend  to  the Trustees  the  use  of other  pricing  services  or
discontinuance  of the use of any pricing service in whole or part. The Trustees
may determine to  approve such recommendation  or to make  other provisions  for
pricing of the Trust's portfolio securities. Non-tax-exempt securities for which
market  quotations are readily available are  stated at market value. Short-term
instruments that will mature in  60 days or less  are stated at amortized  cost,
which  approximates market value. Options are valued at their last sale price at
the close of option trading on the exchanges on which they are traded (if  there
were no sales that day, the option is valued at the mean between the closing bid
and  asked  prices),  and  futures  and  options  thereon  which  are  traded on
commodities exchanges are valued  at their last  sale price as  of the close  of
such  commodities  exchanges.  Other  assets  and  securities  for  which market
valuations are  not readily  available are  valued at  their fair  value as  the
Trustees may determine.

                                       9
<PAGE>
HOW TO BUY SHARES

    Shares  of  the Trust  are sold  at  net asset  value next  calculated after
receipt of a purchase order. Minimum  orders are $1,000 for an initial  purchase
and  $250 for each  subsequent purchase. 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. 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  Inc. ("NFDS"), the
Trust'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 purchase or  by federal funds  wire. Investors  may
also  arrange to  purchase or  redeem shares  through broker-dealers  other than
through Value  Line  Securities.  Such broker-dealers  may  charge  investors  a
reasonable service fee. Neither Value Line Securities nor the Trust receives any
part of such fees when charged (and which can be avoided by investing directly).
If  an order to  purchase 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 Trust 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 Trust
against loss. The Trust may refuse any  order for the purchase of shares.  Share
certificates will not be issued unless specifically requested in writing.

    SHARES  OF THE TRUST ARE  NOT OFFERED FOR SALE  IN ALL STATES. CONSULT VALUE
LINE SECURITIES FOR INFORMATION.

    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 New York Tax Exempt 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  then  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.

                                       10
<PAGE>
    SUBSEQUENT  TELEPHONE  PURCHASES--$250  MINIMUM.    Upon  completion  of the
telephone  purchase   authorization   section  of   the   account   application,
shareholders  who own Trust shares with a current value of $500 or more may also
purchase additional shares in amounts of $250  or more 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 Trust or Value Line Securities.

DIVIDENDS AND DISTRIBUTIONS

    Dividends  from net investment  income are declared  daily and paid monthly.
Net realized capital  gains, if any,  are distributed to  shareholders at  least
annually.  Income earned by  the Trust on  weekends, holidays and  other days on
which the Trust is closed for business is declared as a dividend on the next day
on which the  Trust is  open for business.  Income dividends  and capital  gains
distributions  are automatically  reinvested in  additional shares  of the Trust
unless the shareholder has requested otherwise.

PERFORMANCE INFORMATION

    The Trust 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 Trust'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 Trust  may
incur but will not take into account income taxes due, if any, on non-tax-exempt
Trust distributions.

    The  table below illustrates  the total return performance  of the Trust 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  Trust'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 which may be payable on any taxable Trust distributions or dividends.

<TABLE>
<CAPTION>
                                                                                 AVERAGE
                                                                               ANNUAL TOTAL
                                                                                  RETURN
                                                                               ------------
<S>                                                                 <C>        <C>
For the year ended February 28, 1995..............................  $     994        (.58%)
For the five years ended February 28, 1995........................  $   1,460        7.86%
From July 2, 1987 (commencement of operations) to February 28,
 1995.............................................................  $   1,742        7.52%
</TABLE>

    When information regarding  "yield" is furnished  it will refer  to the  net
investment  income per  share generated  by an  investment in  the Trust  over a
thirty-day period. This  income will  then be  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 Trust's shares, including data from Lipper Analytical  Services,
Inc.  and other  industry or financial  publications. The Trust  may compare its
performance  to   that   of  other   mutual   funds  with   similar   investment

                                       11
<PAGE>
objectives  and to stock or other relevant  indices. From time to time, articles
about the Trust  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   and  BARRON'S.  Some  of  these
publications may publish  their own  rankings or performance  reviews of  mutual
funds,  including the Trust.  Reference to or  reprints of such  articles may be
used in the Trust's promotional literature.

    Investors should  note  that  the  investment  results  of  the  Trust  will
fluctuate  over time, and any presentation of the Trust's current yield or total
return 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.

TAXES

    The Trust will advise shareholders annually  as to the federal and New  York
State  and New York City income tax status of income dividends and capital gains
distributions paid during the calendar year.

    FEDERAL INCOME TAX ASPECTS.  The Trust will distribute substantially all  of
its net investment income each year as dividends. The Trust intends to invest in
tax-exempt securities so that it will qualify to pay "exempt-interest dividends"
(as defined in the Internal Revenue Code) to shareholders. The Trust's dividends
payable  from net  tax-exempt interest  earned from  securities will  qualify as
exempt-interest dividends if, among other things,  at the close of each  quarter
of the taxable year of the Trust, at least 50% of the value of the Trust's total
assets  consists of securities which are tax-exempt obligations of the states or
their political subdivisions. The  exemption of such  income for federal  income
tax  purposes may not necessarily result in similar exemptions under the laws of
a particular state or local taxing authority. Shareholders should consult  their
own  tax  advisers  concerning  the  federal,  state  and  local  tax  status of
distributions by the Trust.

    The  Trust  may  invest  in   some  securities  that  are  not   tax-exempt.
Distributions of net investment income from those investments are taxable to the
shareholder  as  ordinary  income.  Additionally,  any  net  realized short-term
capital gains distributed by the Trust are taxable as ordinary income. It is not
expected  that  any  of  the   Trust's  distributions  would  qualify  for   the
dividends-received  deduction for corporate shareholders.  The percentage of the
dividend  distributions  that  are  tax-exempt  is  applied  uniformly  to   all
distributions  during the Trust's taxable year and thus is an annual average for
the Trust rather than a  day-by-day computation for each shareholder.  Long-term
capital  gains distributions, if  any, to shareholders  are taxable as long-term
capital gains without regard to the period of time the shareholder has held  the
shares  in  the Trust.  Any long-term  capital gains  distributions, as  well as
distributions of  non-tax-exempt  net  investment income  and  distributions  of
short-term  capital gains, are  taxable to the  shareholder, whether received in
cash or reinvested in  Trust shares. Additionally, if  a shareholder realizes  a
loss  on the sale or redemption of shares  held for six months or less, the loss
to the extent of exempt-interest dividends  received by the shareholder will  be
disallowed. Furthermore, any such loss may be subject to additional restrictions
to the extent the Trust's income is treated as long-term capital gain.

    Interest  income derived from specified  "private activity" obligations held
by the Trust, if any, may be subject to the federal alternative minimum tax. The
Trust will not  treat interest income  from these securities  as tax-exempt  for
purposes  of  measuring compliance  with the  80% fundamental  investment policy
described above under "Investment  Objective and Policies".  To the extent  that
the Trust invests

                                       12
<PAGE>
in  these securities,  shareholders, depending on  their own tax  status, may be
subject to alternative  minimum tax on  that part of  the Trust's  distributions
derived  from these  securities. (Consult  your tax  advisor for  information on
whether the alternative minimum  tax applies to you.)  Also, dividends from  the
Trust  may give rise  to the alternative minimum  tax for corporate shareholders
under the adjusted current earnings rules of the Code.

    Interest on indebtedness which is incurred or continued to purchase or carry
shares of a mutual fund  which distributes exempt-interest dividends during  the
year, such as the Trust, is not deductible for federal income tax purposes.

    Further,  the Trust may not be an appropriate investment for persons who are
"substantial users" of facilities financed by industrial development bonds  held
by the Trust or are "related persons" to such users; such persons should consult
their tax adviser before investing in the Trust.

    Under the Omnibus Budget Reconciliation Act of 1993, all or a portion of the
Trust's  gain from  the sale  or redemption  of tax-exempt  obligations acquired
after April 30, 1993 attributable to market discount will be treated as ordinary
income rather than capital gain. This  rule may increase the amount of  ordinary
income dividends received by shareholders.

    NEW  YORK STATE  AND LOCAL  TAXES.   Exempt-interest dividends  derived from
interest on qualifying New  York tax-exempt securities will  be exempt from  New
York  State and New York City personal income taxes, but not corporate franchise
taxes. Dividends and distributions derived from taxable income and capital gains
are not  exempt  from New  York  State and  New  York City  taxes.  Interest  on
indebtedness  incurred or continued by a shareholder to purchase or carry shares
of the Trust is  not deductible for  New York State and  New York City  personal
income  tax purposes.  The Trust will  notify shareholders  annually stating the
portion of the  Trust's tax-exempt  income attributable to  New York  tax-exempt
securities.  The foregoing is only  a general summary of  certain New York state
and local  tax  considerations  generally  affecting  shareholders  and  is  not
intended  as a substitute for careful  tax planning. Shareholders should consult
their own tax advisers regarding their own tax situations.

HOW TO REDEEM SHARES

    Shares of the Trust may be redeemed  at any time at their current net  asset
value next determined after NFDS receives a request in proper form. The value of
shares  of the Trust  on redemption may  be more or  less than the shareholder's
cost, depending upon  the market  value of  the Trust's  assets at  the time.  A
shareholder  holding  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 Trust does  not make  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

                                       13
<PAGE>
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 for up to 15 days following the  purchase
date.

    If the Trustees determine that it is in the best interests of the Trust, the
Trust  has the right to  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.

    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 a 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.
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 Trust.

    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  Trust  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  Trust'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 Trust, 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 as
described above  must  be  received  and  accepted  by  NFDS  before  authorized
redemption instructions already on file with NFDS can be changed.

                                       14
<PAGE>
    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 Trust and NFDS reserve the right to make reasonable charges and to
terminate or modify any or all of the services in connection with 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 funds or other valid reasons.

    IMPORTANT: Shares purchased by check may not be redeemed until the Trust  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  Trust offers a free,  pre-authorized
check  service to its  shareholders through which monthly  investments of $25 or
more are  automatically  made  into the  shareholder's  Trust  account.  Further
information regarding this service can be obtained from Value Line Securities by
calling 1-800-223-0818.

    THE VALUE LINE MONTHLY INVESTMENT PLAN (THE "MIP").  The Trust offers a free
service  to  its  shareholders through  which  monthly investments  may  be made
automatically into  the  shareholder's Trust  account.  The MIP  is  similar  to
Valu-Matic  (see "Investor  Services--Valu-Matic") in  that the  shareholder can
authorize the Trust  to debit  the shareholder's  bank account  monthly for  the
purchase  of Trust shares on or  about the 3rd or 18th  of each month. Under the
MIP, the Trust's minimum  initial investment of $1,000  will be waived. The  MIP
requires a minimum investment of $40 per month for the purchase of Trust shares.

    The  Trust reserves the right to close an  account in the event that the MIP
is discontinued by the shareholder before  the account reaches $1,000 in  value,
at  the then current net asset value. The shareholder will then have thirty days
after receipt of written notice to increase the account to the minimum required,
or to reactivate the MIP, in order to avoid having the account closed.

    To establish  the  MIP option,  complete  the appropriate  sections  of  the
Account  Application, and include a voided, unsigned check from the bank account
to be debited.

    The Trust reserves the right to discontinue offering the MIP at anytime.

    EXCHANGE OF SHARES.  Shares of the Trust may be exchanged for shares of  the
other  Value Line  funds 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 Trust 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  adviser) 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  up  to the  seventh  day following  the  redemption of  the  shares being
exchanged to allow  the redeemed  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 funds may  be
obtained  from Value Line Securities, Inc.  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 Trust
shares.  Such a commission  can be avoided,  however, by sending  the request in
proper form to NFDS.

                                       15
<PAGE>
The Trust 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 Trust, 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 Trust'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 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 Trust  may terminate the Plan at
any time on written notice to the shareholder.

ADDITIONAL INFORMATION

    The Trust  is an  open-end,  non-diversified management  investment  company
established under the laws of The Commonwealth of Massachusetts by a Declaration
of  Trust dated February  12, 1987. The  Trust may issue  an unlimited number of
shares of beneficial  interest, $.01 par  value. Each share  has one vote,  with
fractional  shares voting  proportionately. Shares are  freely transferable, are
entitled to  dividends as  declared by  the  Trustees, and,  if the  Trust  were
liquidated, would receive the net assets of the Trust.

    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.

    INQUIRIES.  All  inquiries regarding  the Trust  should be  directed to  the
Trust  at the telephone numbers  or address set forth on  the cover page of this
Prospectus. Shareholder inquiries regarding their accounts and account  balances
should  be directed to  National Financial Data  Services, Inc., servicing agent
for State Street Bank and Trust Company, the Fund's transfer agent. 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 provides the latest account
information 24 hours  a day, and  is available to  shareholders with  pushbutton
phones. The Info-Line toll-free number is 1-800-243-2739.

    WITHHOLDING.    Mutual  funds  are  required  to  withhold  31%  of  taxable
dividends, distributions of  capital gains and  redemption proceeds in  accounts
without  a valid social security or  tax identification number. You must provide
this information when you complete the Trust's application and certify that  you
are not currently subject to back-up withholding. The Fund reserves the right to
close  by redemption  accounts for  which the  holder fails  to provide  a valid
social security or tax identification number.

                                       16
<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. The Fund is available to investors only through
the purchase of  Guardian Investor, a  tax deferred variable  annuity, or  Value
Plus, a variable life insurance policy.
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 presently 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 TRUST  seeks 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. The  Fund is available to  investors only through the
purchase of Guardian Investor, a tax deferred variable annuity, or ValuePlus,  a
variable life insurance policy.
1992--THE  VALUE LINE ADJUSTABLE RATE U.S. GOVERNMENT SECURITIES FUND seeks high
current  income  consistent  with  low  volatility  of  principal  by  investing
primarily in adjustable rate U.S. Government securities.
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 correct
asset mix.

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.
<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 Trust Expenses......................           2
Financial Highlights...........................           2
Investment Objective and Policies..............           4
Investment Restrictions........................           8
Management of the Trust........................           9
Calculation of Net Asset Value.................           9
How to Buy Shares..............................          10
Dividends and Distributions....................          11
Performance Information........................          11
Taxes..........................................          12
How to Redeem Shares...........................          13
Investor Services..............................          15
Additional Information.........................          16
</TABLE>

- -------------------------------------------
                                   PROSPECTUS
- -------------------

                                  July 1, 1995

                                   Value Line
                                    New York
                                   Tax Exempt
                                     Trust

                                 (800) 223-0818

                                     [LOGO]
<PAGE>
                      VALUE LINE NEW YORK TAX EXEMPT TRUST

              220 East 42nd Street, New York, New York 10017-5891
                        1-800-223-0818 or 1-800-243-2729

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

                      STATEMENT OF ADDITIONAL INFORMATION
                                  JULY 1, 1995
- --------------------------------------------------------------------------------

    This  Statement of  Additional Information is  not a prospectus  and must be
read in conjunction with the Prospectus of Value Line New York Tax Exempt  Trust
(the "Trust") dated July 1, 1995, a copy of which may be obtained without charge
by writing or telephoning the Trust.

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

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                         PAGE
                                                                                       ---------
<S>                                                                                    <C>
Investment Objective and Policies....................................................       B-1
Special Considerations Relating to New York Municipal Securities.....................       B-5
Investment Restrictions..............................................................       B-15
Trustees and Officers................................................................       B-16
The Adviser..........................................................................       B-18
Portfolio Transactions...............................................................       B-19
How to Buy Shares....................................................................       B-20
Suspension of Redemptions............................................................       B-20
Taxes................................................................................       B-20
Performance Data.....................................................................       B-22
Additional Information...............................................................       B-24
Financial Statements.................................................................       B-24
Security Ratings.....................................................................       B-25
</TABLE>

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

                       INVESTMENT OBJECTIVE AND POLICIES
    (SEE ALSO "INVESTMENT OBJECTIVE AND POLICIES" IN THE TRUST'S PROSPECTUS)

    The  Trust  is a  no-load,  non-diversified, open-end  management investment
company. Its investment  objective is  to provide  New York  taxpayers with  the
maximum income exempt from New York

                                      B-1
<PAGE>
State, New York City and federal personal income taxes while avoiding undue risk
to  principal. Under  normal conditions the  Trust's assets will  be invested so
that at least 80%  of the annual income  of the Trust will  be exempt from  both
federal  income tax and  New York State  and City personal  income taxes, except
during times of adverse market conditions.

    TAX-EXEMPT  SECURITIES.     Tax-exempt   securities  are   debt  issues   of
governmental  bodies, other than the U.S.  government, within the United States,
including securities  issued  by  or  on  behalf  of  states,  territories,  and
possessions  of the United States, by the District of Columbia, and by political
subdivisions and  their duly  constituted  agencies and  instrumentalities.  The
interest  on  these issues  generally is  not includable  in "gross  income" for
federal  income  tax  purposes,  subject,   however,  to  many  exceptions   and
limitations. The purpose of these issues is to obtain funds for public purposes,
including the construction, repair, or improvement of various public facilities,
such  as airports, bridges, highways, housing, hospitals, mass transit, schools,
streets, waterworks and sewage systems.

    The  two  principal  classifications   of  tax-exempt  bonds  are   "general
obligation"  and "revenue"  bonds. GENERAL OBLIGATION  bonds are  secured by the
issuer's pledge of  its full faith,  credit and,  if any, taxing  power for  the
payment  of  interest and  principal. REVENUE  bonds are  payable only  from the
revenues derived from a particular facility  or class of facilities or, in  some
cases, from the revenues from a special excise tax or other specific source, but
not  from general  tax revenues.  Revenue bonds  include industrial  revenue and
health care bonds  that are  not secured  by the credit  of the  issuer but  are
payable  solely from payments received by the  issuer from a private entity that
operates a facility  that was financed  by the  funds from the  bond issue.  The
obligations  of such a private  entity are secured in some  cases by the real or
personal property so financed or by bond insurance or a letter of credit  issued
by  a bank. There are  also a variety of hybrid  and special types of tax-exempt
securities that  have characteristics  of both  general obligation  and  revenue
bonds.

    Tax-exempt notes are short-term obligations issued to obtain temporary funds
for  states, cities, counties, and municipal  agencies. These notes include tax,
revenue and  bond anticipation  notes  that provide  temporary funds  until  the
anticipated taxes, revenues, or bond proceeds, respectively, are received by the
issuer.  Other tax-exempt notes  include construction loan  notes and short-term
discount notes.  Certain project  notes,  issued by  a  state or  local  housing
authority,  are  secured by  the full  faith  and credit  of the  United States.
Tax-exempt commercial paper consists of very short-term negotiable notes,  which
provide  seasonal working capital  needs or interim  construction financing. The
commercial paper and tax and revenue anticipation notes are payable from general
revenues, or may be refinanced with long-term debt.

    Legislation to restrict or  eliminate the federal  income tax exemption  for
interest  on municipal securities has, from time to time, been introduced before
Congress. If  such  a  proposal  were enacted,  the  availability  of  municipal
securities  for investment  by the  Trust could  be adversely  affected. In such
event, the Trust would re-evaluate its investment objective and submit  possible
changes in the structure of the Trust for the consideration of the shareholders.

    REPURCHASE  AGREEMENTS.   The Trust  may invest  temporary cash  balances in
repurchase agreements in  an amount  not to  exceed 5%  of its  total assets.  A
repurchase  agreement  involves a  sale  of securities  to  the Trust,  with the
concurrent  agreement   of  the   seller   (a  member   bank  of   the   Federal

                                      B-2
<PAGE>
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 Trust will make payment
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
Trust. Repurchase agreements may also be viewed as loans made by the Trust which
are collateralized by  the securities subject  to repurchase. The  value of  the
underlying securities will be at least 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  Trust
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  Trust 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 Trust has a fundamental policy that it
will  not enter  into repurchase agreements  which will not  mature within seven
days if any such investment,  together with all other  assets held by the  Trust
which are not readily marketable (including private placements), amounts to more
than  10% of its  total assets. It  is expected that  repurchase agreements will
give rise to income which will not qualify as tax-exempt income when distributed
by the Trust. The  Trustees monitor the creditworthiness  of parties with  which
the Trust enters into repurchase agreements.

    While  the Trust has no plans to do so during the current year, it may enter
into reverse repurchase agreements, which involve the sale of securities held by
the Trust  with an  agreement to  repurchase the  securities at  an  agreed-upon
price, date and interest payment.

    OPTIONS.   The Trust may purchase or sell (write) options on debt securities
as a means of achieving  additional return or hedging  the value of the  Trust's
portfolio.  The  Trust  will  only buy  options  listed  on  national securities
exchanges. The Trust will  not purchase options if,  as a result, the  aggregate
cost of all outstanding options exceeds 5% of the Trust's total assets.

    Presently  there are no options on  New York tax-exempt securities traded on
national securities exchanges and until such time as they become available,  the
Trust will not invest in options on debt securities.

    A call option is a contract that gives the holder of the option the right to
buy  from the writer  of the call  option, in return  for a premium  paid by the
holder to the writer, the security underlying the option at a specified exercise
price at any time during the term of  the option. The writer of the call  option
has  the  obligation  upon exercise  of  the  option to  deliver  the underlying
security upon payment  of the  exercise price during  the option  period. A  put
option  is a contract that gives  the holder of the option  the right to sell to
the writer,  in return  for a  premium paid  by the  holder to  the writer,  the
underlying  security at  a specified  price during the  term of  the option. The
writer of  the  put has  the  obligation to  buy  the underlying  security  upon
exercise,  at the exercise  price during the option  period. The Trust generally
would write  call options  only  in circumstances  where  the Adviser  does  not
anticipate  significant  appreciation of  the  underlying security  in  the near
future or has otherwise determined to dispose of the security.

    The Trust will  only write  covered call or  covered put  options listed  on
national  securities exchanges.  The Trust may  not write covered  options in an
amount exceeding  20%  of the  value  of its  total  assets. A  call  option  is
"covered"  if the Trust owns the underlying  security subject to the call option
or

                                      B-3
<PAGE>
has an absolute and immediate right to acquire that security or futures contract
without additional cash consideration (or for additional cash consideration held
in a segregated account by its  custodian) upon conversion or exchange of  other
securities  held in its  portfolio. A call  option is also  covered if the Trust
holds a call on the same security or futures contract as the call written  where
the  exercise price of the call  held is (i) equal to  or less than the exercise
price of the call written  or (ii) greater than the  exercise price of the  call
written  if the difference is maintained by the Trust in cash, Treasury bills or
other high  grade  short-term  obligations  in a  segregated  account  with  its
custodian. A put option is "covered" if the Trust maintains cash, Treasury bills
or  other high-grade, short-term obligations with  a value equal to the exercise
price in a segregated  account with its  custodian, or else holds  a put on  the
same security or futures contract as the put written where the exercise price of
the put held is equal to or greater than the exercise price of the put written.

    If  the Trust  has written  an option,  it may  terminate its  obligation by
effecting a closing purchase transaction. This is accomplished by purchasing  an
option  of the same series  as the option previously  written. However, once the
Trust has been assigned an exercise notice, the Trust will be unable to effect a
closing purchase transaction. Similarly, if the Trust is the holder of an option
it may liquidate its position by  effecting a closing sale transaction. This  is
accomplished  by selling an option  of the same series  as the option previously
purchased. There can  be no  assurance that either  a closing  purchase or  sale
transaction can be effected when the Trust so desires.

    The  Trust will realize a profit from  a closing transaction if the price of
the transaction is less than the premium received from writing the option or  is
more than the premium paid to purchase the option; the Trust will realize a loss
from  a closing  transaction if the  price of  the transaction is  more than the
premium received from writing  the option or  is less than  the premium paid  to
purchase the option. Since call option prices generally reflect increases in the
price  of the underlying security,  any loss resulting from  the repurchase of a
call option may also be wholly or partially offset by unrealized appreciation of
the underlying security. Other principal factors affecting the market value of a
put or a  call option  include supply and  demand, interest  rates, the  current
market  price  and price  volatility  of the  underlying  security and  the time
remaining until the expiration date.

    An option position may be  closed out only on  an exchange which provides  a
secondary  market for  an option  of the  same series.  Although the  Trust will
generally purchase or write only those options for which there appears to be  an
active secondary market, there is no assurance that a liquid secondary market on
an  exchange will exist for any particular option. In such event it might not be
possible to effect closing transactions in particular options, so that the Trust
would have to  exercise its options  in order  to realize any  profit and  would
incur  brokerage  commissions upon  the exercise  of call  options and  upon the
subsequent disposition of underlying securities for the exercise of put options.
If the Trust  as a  covered call  option writer is  unable to  effect a  closing
purchase  transaction in  a secondary market,  it will  not be able  to sell the
underlying security  until the  option  expires or  it delivers  the  underlying
security upon exercise.

INVESTMENT RISKS OF HIGH YIELDING SECURITIES.

    The  Trust may  invest up to  30% of its  assets in  bonds rated Ba  or B by
Moody's Investors Services or BB or B by Standard & Poors. These  high-yielding,
lower-rated  securities,  have certain  speculative characteristics  and involve
greater investment risk,  including the  possibility of  default or  bankruptcy,
than is the case with higher-rated securities.

                                      B-4
<PAGE>
    Since  investors generally perceive that  there are greater risks associated
with the lower-rated securities of the type  in which the Trust may invest,  the
yields  and prices of such  securities may tend to  fluctuate more than those of
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 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
developments. 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 Trust'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 Trust'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 CONSIDERATIONS RELATING TO NEW YORK MUNICIPAL SECURITIES

    Some  of the  significant financial  considerations relating  to the Trust's
investment in New York municipal  securities are summarized below. This  summary
information  is not  intended to  be a  complete description  and is principally
derived from  official  statements relating  to  issues of  New  York  municipal
securities that were available prior to the date of this Statement of Additional
Information. The accuracy and completeness of the information contained in those
official statements have not been independently verified.

    STATE  ECONOMY.  New York is the third most populous state in the nation and
has a relatively high level of  personal wealth. The State's economy is  diverse
with   a  comparatively  large   share  of  the   nation's  finance,  insurance,
transportation, communications and services employment,  and a very small  share
of  the  nation's  farming  and  mining  activity.  The  State  has  a declining
proportion  of  its  workforce  engaged  in  manufacturing,  and  an  increasing
proportion  engaged in service industries. New  York City (the "City"), which is
the most populous city in the State and nation and is the center of the nation's
largest  metropolitan  area,  accounts  for  a  large  portion  of  the  State's
population and personal income.

    The  State has historically been one of the wealthiest states in the nation.
For decades, however,  the State  has grown  more slowly  than the  nation as  a
whole,  gradually eroding its relative economic position. The recession has been
more severe in the State, owing  to a significant retrenchment in the  financial
services  industry, cutbacks in  defense spending, and  an overbuilt real estate
market. There

                                      B-5
<PAGE>
can  be   no   assurance   that   the   State   economy   did   not   experience
worse-than-predicted  results  in the  1994-95  fiscal year,  with corresponding
material and  adverse  effects  on  the  State's  projections  of  receipts  and
disbursements.

    The  unemployment rate in  the State dipped  below the national  rate in the
second half of 1981 and remained lower until 1991. It stood at 7.7% in 1993. The
total employment growth rate  in the State has  been below the national  average
since  1984 and is expected to slow to  less than 0.5% in 1995. State per capita
personal income remains above the national average. State per capita income  for
1993  was $24,623, which  is 18.3% above  the 1993 national  average of $20,817.
During the past  ten years,  total personal income  in the  State rose  slightly
faster than the national average only in 1986 through 1989.

    STATE BUDGET.  The State Constitution requires the Governor to submit to the
Legislature  a  balanced  Executive Budget  which  contains a  complete  plan of
expenditures for the ensuing fiscal year  and all moneys and revenues  estimated
to   be  available  therefor,  accompanied  by  bills  containing  all  proposed
appropriations or reappropriations and any  new or modified revenue measures  to
be  enacted in connection with the Executive Budget. The entire plan constitutes
the proposed State financial plan for that fiscal year. The Governor is required
to submit to the  Legislature quarterly budget updates  which include a  revised
cash-basis  state financial  plan, and  an explanation  of any  changes from the
previous state financial plan.

    The  State's  budget  for  the  1994-95  fiscal  year  was  enacted  by  the
Legislature  on June 7, 1994, more than two months after the start of the fiscal
year. Prior to adoption  of the budget,  the Legislature enacted  appropriations
for  disbursements considered  to be  necessary for  State operations  and other
purposes, including all  necessary appropriations  for debt  service. The  State
financial  plan for the 1994-95 fiscal year  was formulated on June 16, 1994 and
was based upon the State's budget as enacted by the Legislature and signed  into
law  by the  Governor (the  "1994-95 State Financial  Plan"). This  delay in the
enactment  of  the  State's   1994-95  fiscal  year   budget  has  reduced   the
effectiveness of several of the actions contained in the budget.

    On  February  1,  1995, the  third  quarterly  update to  the  1994-95 State
Financial Plan was issued.

    The 1994-95 State Financial  Plan was based on  a number of assumptions  and
projections. Because it was not possible to predict accurately the occurrence of
all  factors that  may have  affected the  1994-95 State  Financial Plan, actual
results may have  differed and have  differed materially in  recent years,  from
projections  made at the outset of a fiscal year. There can be no assurance that
the State  will not  face  substantial potential  budget  gaps in  future  years
resulting  from a  significant disparity between  tax revenues  projected from a
lower recurring  receipts  base and  the  spending required  to  maintain  State
programs  at current levels.  To address any  potential budgetary imbalance, the
State may  need to  take significant  actions to  align recurring  receipts  and
disbursements in future fiscal years.

    On  February 1,  1995, the Governor  presented his  1995-96 Executive Budget
(the  "Executive  Budget")  to  the  Legislature,  as  required  by  the   State
Constitution.   After  extensive  negotiations  between  the  Governor  and  the
Legislature, a  budget was  adopted by  the Legislature  on June  7, 1995.  This
budget  package  included  sharp  reductions  in  state  spending  together with
personal and business tax cuts. There is no assurance that the tax and  spending
cuts contained in the budget will be

                                      B-6
<PAGE>
upheld  in the face of potential legal challenges. The comptroller has indicated
his intention to challenge the proposed  use of certain pension reserves in  the
budget.  The  impact of  this  budget program  on  the State  economy  cannot be
predicted at this time.

    RECENT FINANCIAL RESULTS.  The General Fund is the general operating fund of
the State and is  used to account for  all financial transactions, except  those
required to be accounted for in another fund. It is the State's largest fund and
receives  almost all State taxes and other resources not dedicated to particular
purposes. In the State's 1994-95 fiscal  year, the General Fund was expected  to
account  for approximately  52% of total  governmental-fund receipts  and 51% of
total governmental-fund disbursements.

    The General Fund is projected to be balanced on a cash basis for the 1994-95
fiscal year. Total receipts were projected to be $34.321 billion, an increase of
$2.092 billion over total receipts in the prior fiscal year. Total General  Fund
disbursements  were  projected  to be  $34.248  billion, an  increase  of $2.351
billion over the  total amount  disbursed and  transferred in  the prior  fiscal
year.

    The  State's  financial position  on a  GAAP (generally  accepted accounting
principles) basis as of March 31,  1993 included an 1991-92 accumulated  deficit
in its combined governmental funds of $681 million. Liabilities totalled $12.864
billion  and  assets  of  $12.183  billion  were  available  to  liquidate these
liabilities.

    The States financial  operations have improved  during recent fiscal  years.
During  the  period 1989-90  through 1991-92,  the  State incurred  General Fund
operating deficits that were closed with  receipts from the issuance of tax  and
revenue  anticipation  notes.  The  national recession  and  then  the lingering
economic slowdown in  the New York  and regional economy,  resulted in  repeated
shortfall  in receipts  and three budget  deficits. For its  1992-93 and 1993-94
fiscal years, however, the State recorded balanced budgets on a cash basis, with
substantial fund balances in each year.

    DEBT LIMITS AND OUTSTANDING DEBT.   There are a  number of methods by  which
the  State of New York  may incur debt. Under  the State Constitution, the State
may not, with  limited exceptions for  emergencies, undertake long-term  general
obligation  borrowing  (I.E.,  borrowing  for more  than  one  year)  unless the
borrowing is authorized in a specific amount for a single work or purpose by the
Legislature and approved by the voters. There is no limitation on the amount  of
long-term  general obligation  debt that may  be so  authorized and subsequently
incurred by the State.  The total amount of  long-term State general  obligation
debt  authorized but not issued as of December 31, 1993 was approximately $2.273
billion.

    The State may undertake short-term borrowings without voter approval (i)  in
anticipation  of the receipt of  taxes and revenues, by  issuing tax and revenue
anticipation notes, and (ii) in anticipation of the receipt of proceeds from the
sale of duly authorized but unissued  general obligation bonds, by issuing  bond
anticipation  notes.  The State  may also,  pursuant to  specific constitutional
authorization, directly guarantee certain obligations of the State of New York's
authorities and public  benefit corporations ("Authorities").  Payments of  debt
service on New York State general obligation and New York State-guaranteed bonds
and notes are legally enforceable obligations of the State of New York.

    The  State employs additional long-term financing mechanisms, lease-purchase
and contractual-obligation  financings,  which  involve  obligations  of  public
authorities  or  municipalities that  are  State-supported but  are  not general
obligations   of    the    State.   Under    these    financing    arrangements,

                                      B-7
<PAGE>
certain public authorities and municipalities have issued obligations to finance
the  construction  and  rehabilitation  of  facilities  or  the  acquisition  of
equipment, and  expect  to meet  their  debt service  requirements  through  the
receipt  of rental  or other  contractual payments  made by  the State. Although
these financing arrangements  involve a  contractual agreement by  the State  to
make  payments to a public authority,  municipality or other entity, the State's
obligation to  make  such  payments  is  generally  expressly  made  subject  to
appropriation  by the  Legislature and the  actual availability of  money to the
State  for  making   the  payments.   The  State   has  also   entered  into   a
contractual-obligation   financing   arrangement  with   the   Local  Government
Assistance Corporation ("LGAC") in  an effort to restructure  the way the  State
makes certain local aid payments.

    In  1990, as part of a State  fiscal reform program, legislation was enacted
creating LGAC,  a  public  benefit  corporation  empowered  to  issue  long-term
obligations  to fund certain payments  to local governments traditionally funded
through New York  State's annual seasonal  borrowing. The legislation  empowered
LGAC  to issue its  bonds and notes in  an amount not in  excess of $4.7 billion
(exclusive of certain refunding bonds) plus certain other amounts. Over a period
of years, the issuance of these long-term obligations, which are to be amortized
over no more than  30 years, was  expected to eliminate  the need for  continued
short-term  seasonal borrowing. The legislation also dedicated revenues equal to
one-quarter of the  four cent State  sales and use  tax to pay  debt service  on
these bonds. The legislation also imposed a cap on the annual seasonal borrowing
of  the State  at $4.7 billion,  less net proceeds  of bonds issued  by LGAC and
bonds issued to  provide for  capitalized interest,  except in  cases where  the
Governor  and the  legislative leaders  have certified  the need  for additional
borrowing and provided a schedule for reducing it to the cap. If borrowing above
the cap is  thus permitted  in any  fiscal year,  it is  required by  law to  be
reduced to the cap by the fourth fiscal year after the limit was first exceeded.
As  of December 1994,  LGAC had issued  bonds to provide  net proceeds of $3.856
billion and had been authorized to issue its bonds to provide net proceeds of up
to an additional $315 million during the State's 1994-95 fiscal year. The impact
of this borrowing, together with the  availability of certain cash reserves,  is
that,  for the first time  in nearly 35 years,  the 1994-95 State Financial Plan
included no short-term seasonal borrowing.

    In April 1993, legislation was enacted proposing significant  constitutional
changes to the long-term financing practices of the State and the Authorities.

    The Legislature passed a proposed constitutional amendment that would permit
the  State, within a formula-based  cap, to issue revenue  bonds, which would be
debt of the  State secured  solely by  a pledge  of certain  State tax  receipts
(including   those  allocated  to  State   funds  dedicated  for  transportation
purposes), and not by the full faith  and credit of the State. In addition,  the
proposed  amendment would require  that State debt be  incurred only for capital
projects included in  a multi-year  capital financing plan  and would  prohibit,
after  its effective  date, lease-purchase  and contractual-obligation financing
mechanisms for  State facilities.  Public  hearings were  held on  the  proposed
constitutional  amendment  during 1993.  Following  these hearings,  in February
1994,  the   Governor  and   the  State   Comptroller  recommended   a   revised
constitutional  amendment which would further  tighten the ban on lease-purchase
and contractual-obligation  financing, incorporate  existing lease-purchase  and
contractual-obligation   debt  under   the  proposed  revenue   bond  cap  while
simultaneously  reducing  the   size  of  the   cap.  After  considering   these
recommendations, the Legislature passed a revised constitutional amendment which
tightened  the  ban, and  provided for  a phase-in  to a  lower cap.  Before the
approved constitutional amendment or any  revised amendment enacted in 1994  can
be presented to

                                      B-8
<PAGE>
the  voters for their consideration,  it must be passed  by a separately elected
legislature. The  amendment  must  therefore  be passed  by  the  newly  elected
Legislature  in 1995  prior to  presentation to  the voters  at the  earliest in
November 1995. The amendment could not become effective before January 1, 1996.

    On January 13,  1992, Standard &  Poors reduced its  ratings on the  State's
general  obligation bonds from A to A-  and, in addition, reduced its ratings on
the  State's  moral  obligation,  lease  purchase,  guaranteed  and  contractual
obligation  debt. Standard  & Poors also  continued its  negative rating outlook
assessment on State general obligation debt. On April 26, 1993, Standard & Poors
revised the rating outlook assessment to stable. On February 14, 1994,  Standard
&  Poors raised its outlook to positive and, on February 28, 1994, confirmed its
A- rating. On January 6, 1992, Moody's Investor Services reduced its ratings  on
outstanding  limited-liability State lease  purchase and contractual obligations
from A to Baa1. On February 28, 1994, Moody's Investor Services reconfirmed  its
A rating on the State's general obligation long-term indebtedness.

    The  State anticipated that its capital programs would be financed, in part,
by State and  public authorities borrowings  in 1994-95. The  State expected  to
issue  $374  million in  general obligation  bonds  (including $140  million for
purposes of redeeming outstanding bond  anticipation notes) and $140 million  in
general  obligation commercial  paper. The  Legislature had  also authorized the
issuance of  up to  $69  million in  certificates  of participation  during  the
State's  1994-95  fiscal year  for equipment  purchases. These  projections were
subject to change.

    Principal and interest  payments on  general obligation  bonds and  interest
payments  on bond anticipation  notes and on tax  and revenue anticipation notes
were $782.5 million for the 1993-94 fiscal year, and were estimated to be $786.3
million for  the 1994-95  fiscal year.  These figures  do not  include  interest
payable  on  State  General  Obligation  Refunding  Bonds  issued  in  July 1992
("Refunding Bonds") to  the extent that  such interest was  paid from an  escrow
fund  established  with  the proceeds  of  such Refunding  Bonds.  Principal and
interest payments on  fixed rate  and variable rate  bonds issued  by LGAC  were
$239.4  million for  the 1993-94  fiscal year, and  were estimated  to be $289.9
million for  1994-95.  State lease-purchase  rental  and  contractual-obligation
payments   for  1993-94,  including  State   installment  payments  relating  to
certificates of  participation, were  $1.258 billion  and were  estimated to  be
$1.495 billion in 1994-95.

    New  York  State  has  never  defaulted on  any  of  its  general obligation
indebtedness or its obligations  under lease-purchase or  contractual-obligation
financing  arrangements  and  has never  been  called  upon to  make  any direct
payments pursuant to its guarantees.

    LITIGATION.   Certain  litigation pending  against  New York  State  or  its
officers  or employees could  have a substantial or  long-term adverse effect on
New York State  finances. Among the  more significant of  these cases are  those
that involve (1) the validity of agreements and treaties by which various Indian
tribes  transferred  title to  New York  State  of certain  land in  central and
upstate New York;  (2) certain aspects  of New York  State's Medicaid  policies,
including  its rates, regulations and procedures;  (3) contamination in the Love
Canal area of Niagara Falls; (4) action against New York State and New York City
officials alleging inadequate shelter allowances to maintain proper housing; (5)
challenges to  the  practice of  reimbursing  certain Office  of  Mental  Health
patient  care expenses from  the client's Social  Security benefits; (6) alleged
responsibility of  New  York  State  officials to  assist  in  remedying  racial
segregation  in the City  of Yonkers; (7) action  in which the  State is a third
party

                                      B-9
<PAGE>
defendant, for injunctive or other appropriate relief, concerning liability  for
the maintenance of stone groins constructed along certain areas of Long Island's
shoreline;  (8)  challenges  by commercial  insurers,  employee  welfare benefit
plans, and  health maintenance  organizations to  Section 2807-c  of the  Public
Health Law, which imposes 13%, 11% and 9% surcharges on inpatient hospital bills
and  a bad debt  and charity care  allowance on all  hospital bills and hospital
bills paid by such  entities; (9) challenge  by a long  distance carrier to  the
constitutionality   of  Tax  Law   Section186-a(2-a)  which  restricted  certain
deduction of local access  service fees, (10) challenges  to certain aspects  of
petroleum  business taxes, and  (11) action alleging  damages resulting from the
failure by  the  State's  Department of  Environmental  Conservation  to  timely
provide certain data.

    A  number of cases  have also been instituted  against the State challenging
the constitutionality of various public authority financing programs.

    In a proceeding commenced on August 6, 1991 (SCHULZ, ET AL. V. STATE OF  NEW
YORK,   ET  AL.,  Supreme  Court,  Albany  County),  petitioners  challenge  the
constitutionality of  two  bonding  programs  of  the  New  York  State  Thruway
Authority  authorized by Chapters 166 and 410  of the Laws of 1991. In addition,
petitioners challenge the fiscal  year 1991-92 judiciary  budget as having  been
enacted  in  violation  of  Sections  1  and  2  of  Article  VII  of  the State
Constitution. The defendants' motion to dismiss the action on procedural grounds
was denied by order of the Supreme  Court dated January 2, 1992. By order  dated
November  5, 1992, the Appellate Division,  Third Department, reversed the order
of the Supreme  Court and granted  defendants' motion to  dismiss on grounds  of
standing  and  mootness.  By  order  dated  September  16,  1993,  on  motion to
reconsider, the Appellate Division, Third Department, ruled that plaintiffs have
standing to challenge the bonding program authorized by Chapter 166 of the  laws
of 1991. The proceeding is presently pending in Supreme Court, Albany County.

    In  SCHULZ, ET  AL. V.  STATE OF  NEW YORK,  ET AL.,commenced  May 24, 1993,
Supreme Court, Albany  County, petitioners  challenge, among  other things,  the
constitutionality  of,  and seek  to enjoin,  certain  highway, bridge  and mass
transportation bonding programs of the New York State Thruway Authority and  the
Metropolitan  Transportation Authority authorized  by Chapter 56  of the Laws of
1993. Petitioners contend  that the application  of State tax  receipts held  in
dedicated  transportation  funds to  pay debt  service on  bonds of  the Thruway
Authority and of the Metropolitan  Transportation Authority violates Sections  8
and  11 of Article VII and Section 5  of Article X of the State Constitution and
due process provisions of  the State and Federal  Constitutions. By order  dated
July  27,  1993,  the  Supreme Court  granted  defendants'  motions  for summary
judgment, dismissed the complaint, and  vacated the temporary restraining  order
previously  issued. By decision dated October  21, 1993, the Appellate Division,
Third Department, affirmed the judgment of the Supreme Court. On June 30,  1994,
the Court of Appeals unanimously affirmed the rulings of the trail court and the
Appellate Division in favor of the State.

    Several  actions  challenging the  constitutionality of  legislation enacted
during the 1990 legislative session which changed actuarial funding methods  for
determining  state and local contributions  to state employee retirement systems
have been decided against  the State. As a  result, the State's Comptroller  has
developed  a plan  to restore  the State's  retirement systems  to prior funding
levels. Such funding is expected to exceed prior levels by $30 million in fiscal
1994-95, $63 million  in fiscal 1995-96,  $116 million in  fiscal 1996-97,  $193
million  in fiscal 1997-98, peaking at $241 million in fiscal 1998-99. Beginning
in fiscal 2001-02, State contributions required under the Comptroller's plan are
projected to be less  than that required  under the prior  funding method. As  a
result of the United States

                                      B-10
<PAGE>
Supreme Court decision in the case of STATE OF DELAWARE v. STATE OF NEW YORK, on
January  21, 1994,  the State entered  into a settlement  agreement with various
parties. Pursuant to all agreements executed in connection with the action,  the
State  is required to make aggregate payments  of $351.4 million, of which $90.3
million have been  made. Annual payments  to the various  parties will  continue
through  the State's 2002-03 fiscal year in  amounts which will not exceed $48.4
million in any fiscal year subsequent to the State's 1994-95 fiscal year.

    The legal proceedings noted above involve State finances, State programs and
miscellaneous tort, real property  and contract claims in  which the State is  a
defendant  and the  monetary damages  sought are  substantial. These proceedings
could  affect  adversely   the  financial  condition   of  the  State.   Adverse
developments  in these  proceedings or the  initiation of  new proceedings could
affect the ability of the State to maintain a balanced State Financial Plan.  An
adverse  decision in  any of  these proceedings could  exceed the  amount of the
State Financial Plan reserve for the payment of judgments and, therefore,  could
affect  the ability of the State to maintain a balanced State Financial Plan. In
its audited financial statements for the  fiscal year ended March 31, 1994,  the
State  reported its estimated liability  for awarded and anticipated unfavorable
judgments to be $675 million.

    Although other  litigation is  pending  against New  York State,  except  as
described above, no current litigation involves New York State's authority, as a
matter  of law,  to contract  indebtedness, issue  its obligations,  or pay such
indebtedness when it matures, or affects New York State's power or ability, as a
matter of law, to impose or collect significant amounts of taxes and revenues.

    AUTHORITIES.  The fiscal stability of New York State is related, in part, to
the fiscal stability of its Authorities, which generally have responsibility for
financing,  constructing   and   operating  revenue-producing   public   benefit
facilities.  Authorities are not  subject to the  constitutional restrictions on
the incurrence of debt which apply to the State itself, and may issue bonds  and
notes  within the amounts of, and  as otherwise restricted by, their legislative
authorization. The  State's  access  to  the  public  credit  markets  could  be
impaired,  and the market  price of its  outstanding debt may  be materially and
adversely affected,  if  any  of  the  Authorities  were  to  default  on  their
respective   obligations,   particularly   with  respect   to   debt   that  are
State-supported or State-related. As of September  30, 1993, date of the  latest
data  available, there  were 18  Authorities that  had outstanding  debt of $100
million or more. The aggregate  outstanding debt, including refunding bonds,  of
these  18 Authorities was $63.5 billion. As  of March 31, 1994, aggregate public
authority debt  outstanding as  State-supported debt  was $21.1  billion and  as
State-related debt was $29.4 billion.

    Authorities  are generally supported  by revenues generated  by the projects
financed or operated,  such as fares,  user fees on  bridges, highway tolls  and
rentals  for dormitory  rooms and  housing. In  recent years,  however, New York
State has provided financial assistance through appropriations, in some cases of
a recurring nature,  to certain of  the 18 Authorities  for operating and  other
expenses and, in fulfillment of its commitments on moral obligation indebtedness
or  otherwise,  for  debt  service. This  operating  assistance  is  expected to
continue to  be  required  in  future  years.  In  addition,  certain  statutory
arrangements  provide for State  local assistance payments  otherwise payable to
localities to be made  under certain circumstances  to certain Authorities.  The
State  has no  obligation to provide  additional assistance  to localities whose
local  assistance  payments   have  been   paid  to   Authorities  under   these
arrangements.  However, in the event that  such local assistance payments are so
diverted, the affected localities could seek additional State funds.

                                      B-11
<PAGE>
    NEW YORK CITY AND OTHER LOCALITIES.   The fiscal health of the State of  New
York  may also be impacted by the  fiscal health of its localities, particularly
the City of New  York, which has required  and continues to require  significant
financial  assistance  from New  York  State. The  City's  independently audited
operating results for each of its 1981  through 1993 fiscal years, which end  on
June  30,  show a  General Fund  surplus  reported in  accordance with  GAAP. In
addition, the City's financial statements for  the 1993 fiscal year received  an
unqualified   opinion  from  the  City's   independent  auditors,  the  eleventh
consecutive year the City has received such an opinion.

    In 1975, New York City suffered a fiscal crisis that impaired the  borrowing
ability  of both the City and New York  State. In that year the City lost access
to public credit markets. The City was not able to sell short-term notes to  the
public again until 1979.

    In  1975,  Standard &  Poors  suspended its  A  rating of  City  bonds. This
suspension remained in effect until March 1981, at which time the City  received
an  investment  grade rating  of BBB  from Standard  & Poors.  On July  2, 1985,
Standard & Poors revised its rating of City bonds upward to BBB+ and on November
19, 1987, to A-. On July 2,  1993, Standard & Poors reconfirmed its A-rating  of
City  bonds, continued  its negative rating  outlook assessment  and stated that
maintenance of  such rating  depended upon  the City's  making further  progress
towards  reducing budget gaps in the  outlying years. Moody's Investor Services'
ratings of City  bonds were revised  in November  1981 from B  (in effect  since
1977)  to Ba1, in November 1983 to Baa, in December 1985 to Baa1, in May 1988 to
A and again in February  1991 to Baa1. On January  17, 1995, Standard and  Poors
placed  the City's general  obligation bonds on its  CreditWatch list citing its
concern over the City's refunding plans.

    New York City is heavily dependent on New York State and federal  assistance
to  cover insufficiencies in its revenues. There can be no assurance that in the
future federal and State assistance will enable  the City to make up its  budget
deficits.  To help alleviate the  City's financial difficulties, the Legislature
created the Municipal Assistance Corporation ("MAC") in 1975. MAC is  authorized
to  issue bonds and notes payable from certain stock transfer tax revenues, from
the City's portion of the State sales tax derived in the City and from State per
capita aid otherwise payable by the State  to the City. Failure by the State  to
continue  the imposition of such taxes, the  reduction of the rate of such taxes
to rates less than those in effect on July 2, 1975, failure by the State to  pay
such aid revenues and the reduction of such aid revenues below a specified level
are  included among the  events of default in  the resolutions authorizing MAC's
long-term debt.  The  occurrence  of an  event  of  default may  result  in  the
acceleration  of the maturity of all or a  portion of MAC's debt. As of December
31, 1993, MAC had  outstanding an aggregate of  approximately $5.204 billion  of
its  bonds. MAC bonds and notes constitute general obligations of MAC and do not
constitute an enforceable obligation  or debt of either  the State or the  City.
Under  its enabling legislation, MAC's authority to issue bonds and notes (other
than refunding bonds and  notes) expired on December  31, 1984. Legislation  has
been passed by the legislature which would, under certain conditions, permit MAC
to  issue up to $1.465  billion of additional bonds, which  are not subject to a
moral obligation provision.

    Since 1975, the City's financial condition has been subject to oversight and
review by the New York State  Financial Control Board (the "Control Board")  and
since  1978 the  City's financial  statements have  been audited  by independent
accounting firms. To  be eligible  for guarantees  and assistance,  the City  is
required  during  a  "control  period"  to  submit  annually  for  Control Board
approval, and when a control period is not in effect for Control Board review, a
financial plan for  the next  four fiscal years  covering the  City and  certain
agencies showing balanced budgets determined in

                                      B-12
<PAGE>
accordance  with GAAP. New York  State also established the  Office of the State
Deputy Comptroller for  New York City  ("OSDC") to assist  the Control Board  in
exercising its powers and responsibilities. On June 30, 1986, the City satisfied
the  statutory requirements  for termination of  the control  period. This means
that the  Control  Board's powers  of  approval  are suspended,  but  the  Board
continues to have oversight responsibilities.

    The  staffs of  OSDC and  the Control Board  issued periodic  reports on the
City's financial  plans,  as  modified,  analyzing  forecasts  of  revenues  and
expenditures,  cash flow, and  debt service requirements,  as well as compliance
with the financial plan, as modified, by the City and its Covered  Organizations
(i.e.,  those  which  receive or  may  receive  monies from  the  City directly,
indirectly or contingently).  OSDC staff  reports issued  during the  mid-1980's
noted that the City's budgets benefited from a rapid rise in the City's economy,
which  boosted the  City's collection  of property,  business and  income taxes.
These resources were  used to  increase the City's  workforce and  the scope  of
discretionary and mandated City services. Subsequent OSDC staff reports examined
the 1987 stock market crash and the 1989-92 recession, which affected the City's
region more severely than the nation, and attributed an erosion of City revenues
and  increasing strain  on City expenditures  to that recession.  According to a
recent OSDC staff report, the City's  economy is now slowly recovering, but  the
scope  of that recovery is uncertain and unlikely, in the foreseeable future, to
match the  expansion of  the mid-1980's.  Also, staff  reports of  OSDC and  the
Control  Board have indicated that the  City's recent balanced budgets have been
accomplished, in part, through the use of non-recurring resources, tax increases
and additional State assistance; that the City has not yet brought its long-term
expenditures in line  with recurring revenues;  and that the  City is  therefore
likely  to continue to face  future projected budget gaps  requiring the City to
increase revenues and/or reduce expenditures. According to the most recent staff
reports of OSDC and the  Control Board, during the  four year period covered  by
the  current  financial  plan,  the City  is  relying  on  obtaining substantial
resources from initiatives  needing approval  and cooperation  of its  municipal
labor  unions, Covered Organizations and City Council,  as well as the State and
Federal governments, among others.

    On February 14,  1995, the  Mayor released  the preliminary  budget for  the
City's  1996 fiscal year,  which addressed a projected  $2.7 billion budget gap.
Most of the gap-closing initiatives may be implemented only with the cooperation
of the City's municipal unions, or the State or Federal governments.

    New York City officials estimated that the final State budget enacted by the
Legislature on June 7, 1995, would result  in a $670 million shortfall from  the
$1.1  billion in additional State aid the Mayor had sought in order to close the
City's projected deficit. The City may  have to take drastic actions to  balance
its budget in the wake of such shortfall.

    Although  the  City has  balanced its  budget since  1981, estimates  of the
City's revenues and expenditures, which  are based on numerous assumptions,  are
subject  to  various uncertainties.  If  expected Federal  or  State aid  is not
forthcoming, if  unforeseen developments  in  the economy  significantly  reduce
revenues  derived  from economically  sensitive  taxes or  necessitate increased
expenditures for public assistance, if the City should negotiate wage  increases
for  its employees greater than the amounts provided for in the City's financial
plan or  if other  uncertainties materialize  that reduce  expected revenues  or
increase projected expenditures, then, to avoid operating deficits, the City may
be  required to implement  additional actions, including  increases in taxes and
reductions in  essential City  services.  The City  might also  seek  additional
assistance from New York State.

                                      B-13
<PAGE>
    The  City requires  certain amounts  of financing  for seasonal  and capital
spending purposes.  The City  has issued  $1.75 billion  of notes  for  seasonal
financing purposes during fiscal year 1994. The City's capital financing program
projected  long-term financing requirements of approximately $17 billion for the
City's fiscal years 1995  through 1998. The  major capital requirements  include
expenditures  for the  City's water supply  and sewage  disposal systems, roads,
bridges, mass transit, schools, hospitals and housing. In addition to  financing
for  new  purposes, the  City  and the  New  York City  Municipal  Water Finance
Authority have  issued refunding  bonds totalling  $1.8 billion  in fiscal  year
1994.

    Certain  localities, in addition to the  City, could have financial problems
leading to  requests for  additional New  York State  assistance. The  potential
impact  on the  State of  such requests  by localities  was not  included in the
projections of the  State's receipts  and disbursements in  the State's  1994-95
fiscal year.

    Fiscal  difficulties experienced by the City of Yonkers ("Yonkers") resulted
in the creation  of the Financial  Control Board  for the City  of Yonkers  (the
"Yonkers  Board") by New York  State in 1984. The  Yonkers Board is charged with
oversight of the fiscal affairs of Yonkers. Future actions taken by the Governor
or the Legislature  to assist  Yonkers could result  in allocation  of New  York
State resources in amounts that cannot yet be determined.

    Municipalities  and school districts have  engaged in substantial short-term
and long-term borrowings. In 1992, the  total indebtedness of all localities  in
New  York State was approximately $35.2 billion, of which $19.5 billion was debt
of New  York  City  (excluding  $5.9  billion in  MAC  debt);  a  small  portion
(approximately  $71.6 million) of the  $35.2 billion of indebtedness represented
borrowing to finance budgetary deficits and was issued pursuant to enabling  New
York  State legislation. State  law requires the Comptroller  to review and make
recommendations concerning the  budgets of  those local  government units  other
than  New York City  authorized by State  law to issue  debt to finance deficits
during  the  period  that  such  deficit  financing  is  outstanding.  Seventeen
localities  had outstanding indebtedness  for deficit financing  at the close of
their fiscal year ending in 1992.

    From time to time, federal expenditure  reductions could reduce, or in  some
cases  eliminate, federal funding  of some local  programs and accordingly might
impose substantial increased expenditure requirements on affected localities. If
New York State, New York City or  any of the Authorities were to suffer  serious
financial difficulties jeopardizing their respective access to the public credit
markets,  the marketability of  notes and bonds issued  by localities within New
York State could  be adversely  affected. Localities also  face anticipated  and
potential problems resulting from certain pending litigation, judicial decisions
and  long-range economic  trends. The  longer-range problems  of declining urban
population, increasing expenditures  and other economic  trends could  adversely
affect  localities  and  require increasing  New  York State  assistance  in the
future.

                                      B-14
<PAGE>
                            INVESTMENT RESTRICTIONS

    The policies set  forth below are,  unless otherwise indicated,  fundamental
policies  of the Trust and may not be  changed without the affirmative vote of a
majority of the  outstanding voting  securities of the  Trust. As  used in  this
Statement  of Additional Information  and in the Prospectus,  a "majority of the
outstanding voting securities of the Trust" means the lesser of (1) the  holders
of  more than 50% of the outstanding  shares of beneficial interest of the Trust
or (2) 67% of the shares present if more than 50% of the shares are present at a
meeting in person or by proxy.

    The Trust may not:

        (1) Purchase  equity securities  or securities  convertible into  equity
    securities.

        (2)  Purchase or sell any put or call options or any combination thereof
    except options on  financial futures  or municipal bond  index contracts  or
    options  on debt securities as described in the Prospectus or this Statement
    of Additional Information.

        (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 Trust may be
    pledged, mortgaged  or  otherwise  encumbered, transferred  or  assigned  to
    secure a debt.

        (4)  Engage in the underwriting of securities, except to the extent that
    the purchase  of  municipal  securities,  or  other  permitted  investments,
    directly  from the issuer thereof (or from an underwriter for an issuer) and
    the later  disposition of  such securities  in accordance  with the  Trust's
    investment program, may be deemed to be an underwriting.

        (5)  Invest in  real estate,  mortgages or  illiquid securities  of real
    estate  investment  trusts  although  the  Trust  may  invest  in  municipal
    securities secured by real estate or interests therein.

        (6)  Invest in commodities or commodity  contracts except that the Trust
    may purchase financial futures contracts and related options as described in
    the Prospectus.

        (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  Trust's  assets.  The  Trust  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 10%  of
    the total assets of the Trust.

        (8)  Purchase more than 10% of  the outstanding voting securities of any
    one issuer.  For purposes  of  this 10%  restriction, all  outstanding  debt
    securities of an issuer are 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)  Invest in  companies for  the purpose  of exercising  management or
    control or purchase securities of other investment companies.

                                      B-15
<PAGE>
        (10) Invest 25% or more  of its assets in  securities of issuers in  any
    one  industry;  provided  that there  shall  be  no such  limitation  on the
    purchase of  municipal securities  and,  for temporary  defensive  purposes,
    obligations  issued or  guaranteed by the  U.S. government,  its agencies or
    instrumentalities.

        (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  Trust, those  officers  and  trustees of  the  Trust and
    officers and directors 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 3 above.

        (14)  Sell securities  short or  participate on a  joint or  a joint and
    several basis in any trading account in securities.

        (15) Purchase oil,  gas or  other mineral type  development programs  or
    leases.

        (16)  Purchase restricted securities or  securities that are not readily
    marketable or invest in  repurchase agreements maturing  in more than  seven
    days if, as a result of such investment, more than 10% of the Trust's assets
    would be invested in such securities.

    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 Trust  follows the  industry classifications  in The Value
Line Investment Survey.

                             TRUSTEES AND OFFICERS

<TABLE>
<CAPTION>
NAME, ADDRESS AND AGE         POSITION WITH TRUST          PRINCIPAL OCCUPATION DURING PAST 5 YEARS
- ----------------------------  ---------------------  ----------------------------------------------------
<S>                           <C>                    <C>
*Jean Bernhard Buttner        Chairman of the        Chairman, President and  Chief Executive Officer  of
 Age 60                       Trustees               Value  Line,  Inc.  (the "Adviser")  and  Value Line
                                                     Publishing, Inc. Chairman  of the  Value Line  Funds
                                                     and Value Line Securities Inc. (the "Distributor").

<FN>
- --------------
* "Interested" trustee as defined in the Investment Company Act of 1940 (the
"1940 Act").
</TABLE>

                                      B-16
<PAGE>
                       TRUSTEES AND OFFICERS--(CONTINUED)

<TABLE>
<CAPTION>
NAME, ADDRESS AND AGE         POSITION WITH FUND           PRINCIPAL OCCUPATION DURING PAST 5 YEARS
- ----------------------------  ---------------------  ----------------------------------------------------
<S>                           <C>                    <C>
 John W. Chandler             Trustee                Consultant,  Academic  Search  Consultation Service,
 2801 New Mexico                                     Inc. since 1992; Consultant, Korn/Ferry
   Ave., N.W.                                        International  1990-1992.   Trustee   Emeritus   and
 Washington, DC 20007                                Chairman  (1993-1994) of  Duke University; President
 Age 71                                              Emeritus, Williams 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 75                                              Guardian Insurance & Annuity Company, Inc., Guardian
                                                     Investor Services Corporation and the
                                                     Guardian-sponsored mutual funds.
 Charles E. Reed              Trustee                Retired.  Formerly, Senior Vice President of General
 3200 Park Avenue                                    Electric Co.;  Director Emeritus  of People's  Bank,
 Bridgeport, CT 06604                                Bridgeport, CT.
 Age 81
 Paul Craig Roberts           Trustee                Distinguished  Fellow,  Cato Institute,  since 1993;
 505 S. Fairfax Street                               formerly, William  E. Simon  Professor of  Political
 Alexandria, VA 22320                                Economy,  Center  for  Strategic  and  International
 Age 55                                              Studies; Director, A. Schulman Inc. (plastics) since
                                                     1992.
 Raymond S. Cowen             President              Assistant Research Director with the Adviser.
 Age 74
 Charles Heebner              Vice President         Director of  Fixed  Income with  the  Adviser  since
 Age 59                                              1989.
 David T. Henigson            Vice President,        Compliance  Officer and  since 1992,  Vice President
 Age 37                       Secretary and          and Director  of  the  Adviser.  Director  and  Vice
                              Treasurer              President of the Distributor.
<FN>
- --------------
   * "Interested" trustee as defined in the Investment Company Act of 1940 (the
"1940 Act").
</TABLE>

    Unless  otherwise indicated, the address  for each of the  above is 220 East
42nd Street, New York, NY.

                                      B-17
<PAGE>
    Trustees and certain officers of  the Trust are also trustees/directors  and
officers  of  the  other investment  companies  for  which the  Adviser  acts as
investment adviser.  Trustees  who are  officers  or employees  of  the  Adviser
receive  no  remuneration  from  the  Trust.  The  following  table  sets  forth
information regarding compensation of Trustees by the Trust and by the Trust and
twelve other Value Line  Funds of which  each of the Trustees  is a director  or
trustee for the fiscal year ended February 28,
1995.  Trustees who are officers or employees  of the Adviser do not receive any
compensation from the Trust or any of the Value Line Funds.

                               COMPENSATION TABLE
                      FISCAL YEAR ENDED FEBRUARY 28, 1995

<TABLE>
<CAPTION>
                                                                                                           TOTAL
                                                                                                        COMPENSATION
                                                 AGGREGATE     PENSION OR RETIREMENT     ESTIMATED     FROM TRUST AND
                                               COMPENSATION     BENEFITS ACCRUED AS   ANNUAL BENEFITS  TRUST COMPLEX
NAME OF PERSON                                   FROM FUND     PART OF FUND EXPENSES  UPON RETIREMENT    (13 FUNDS)
- --------------------------------------------  ---------------  ---------------------  ---------------  --------------
<S>                                           <C>              <C>                    <C>              <C>
Jean B. Buttner.............................     $     -0-                  N/A                 N/A    $         -0-
John W. Chandler............................          2,740                 N/A                 N/A           35,620
Leo R. Futia................................          2,740                 N/A                 N/A           35,620
Charles E. Reed.............................          2,740                 N/A                 N/A           35,620
Paul Craig Roberts..........................          2,740                 N/A                 N/A           35,620
</TABLE>

    As of February 28, 1995, no person  owned of record or, to the knowledge  of
the Trust, owned beneficially, 5% or more of the outstanding shares of the Trust
except  that the Adviser owned 351,510 shares (8.8%) of the Trust. At that date,
officers and Trustees of the Trust as a group also owned an aggregate of  18,525
shares (0.5%) of the Trust.

                                  THE ADVISER
         (SEE ALSO "MANAGEMENT OF THE TRUST" IN THE TRUST'S PROSPECTUS)

    The  Trust's investment adviser is Value  Line, Inc. The investment advisory
agreement between the Trust and the Adviser dated August 10, 1988 provides for a
monthly advisory fee computed at the annual rate of 0.6% of the Trust's  average
daily  net assets during the year. During  fiscal 1993, 1994 and 1995, the Trust
paid or accrued to the Adviser advisory fees of $225,650, $260,367 and $237,733,
respectively. The Adviser shall reimburse  the Trust for expenses (exclusive  of
interest,  taxes, brokerage  expenses and  extraordinary expenses)  which in any
year exceed the limits prescribed by any state in which shares of the Trust  are
qualified for sale. As of the date of this Statement, no limitation applied.

    The  investment advisory  agreement provides  that the  Adviser shall render
investment advisory and other services to  the Trust including, at its  expense,
all  administrative services, office space and  the services of all officers and
employees of  the Trust.  The Trust  pays  all other  expenses incurred  in  its
organization and operation which are not assumed by the Adviser including taxes,
interest,  brokerage 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

                                      B-18
<PAGE>
and  state securities laws and costs of shareholder reports and proxy materials.
The Trust 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 Trust.

    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
$4 billion.

    Certain of the Adviser's clients may have investment objectives similiar  to
the Trust and certain investments may be appropriate for the Trust 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  Trust.  In other  cases, however,  it  is
believed  that the ability of the Trust  to participate, to the extent permitted
by law, in volume transactions will produce better results for the Trust.

    The Adviser and/or its affiliates, officers, Trustees and employees may from
time to time own securities which are  also held in the portfolio of the  Trust.
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.

                             PORTFOLIO TRANSACTIONS

    Portfolio securities are purchased from and sold to parties acting as either
principal or agent.  Newly-issued securities ordinarily  are purchased  directly
from  the issuer or from  an underwriter; other purchases  and sales usually are
placed with those dealers from whom it appears that the best price and execution
will be obtained.  Usually no brokerage  commissions, as such,  are paid by  the
Trust  for such purchases and sales, although the price paid usually includes an
undisclosed compensation  to the  dealer acting  as agent.  The prices  paid  to
underwriters of newly-issued securities usually include a concession paid by the
issuer to the underwriter, and purchases of after-market securities from dealers
ordinarily  are executed at a  price between the bid  and asked price. The Trust
paid no brokerage commissions in fiscal 1993, 1994 or 1995.

    Transactions are allocated  to various dealers  by the Adviser  in its  best
judgment.  The primary consideration is prompt and effective execution of orders
at the most favorable price. Subject to that primary consideration, dealers  may
be selected for research, statistical or other services to enable the Adviser to
supplement its own research and analysis with the views and information of other
securities firms.

    Research  services  furnished by  brokers  through which  the  Trust effects
securities transactions may be used by  the Adviser in advising other funds  and
accounts  it manages and, conversely, research services furnished to the Adviser
by   brokers    in   connection    with   other    funds   and    accounts    it

                                      B-19
<PAGE>
manages  may be used by  the Adviser in advising  the Trust. Since such research
services are supplementary to  the research efforts of  the Adviser and must  be
analyzed  and reviewed by it, the receipt of such information is not expected to
materially reduce its overall expenses.

                               HOW TO BUY SHARES
      (SEE ALSO "CALCULATION OF NET ASSET VALUE", "HOW TO BUY SHARES" AND
                 "INVESTOR SERVICES" IN THE FUND'S PROSPECTUS)

    The Trust  reserves  the right  to  reduce  or waive  the  minimum  purchase
requirements  in certain cases  such as under the  Value Line Monthly Investment
Plan and  pursuant  to  payroll  deduction plans,  etc.,  where  subsequent  and
continuing purchases are contemplated.

    The  Trust has  a distribution agreement  with Value  Line Securities, Inc.,
pursuant to which Value Line Securities, Inc. acts as principal underwriter  and
distributor  of the Trust for  the sale and distribution  of its shares. For its
services under the agreement,  Value Line Securities, Inc.,  is not entitled  to
receive   any  compensation.  Value  Line   Securities,  Inc.,  also  serves  as
distributor to the other Value Line funds.

    AUTOMATIC  PURCHASES.    The   Trust  offers  two   free  services  to   its
shareholders:  Valu-Matic Bank Check  Program and Value  Line Monthly Investment
Plan  through  which  monthly  investments  are  automatically  made  into   the
shareholder's Value Line account. The Fund's Transfer Agent debits via automated
clearing house or draws a check each month on the shareholder's checking account
and  invests the money in full and  fractional shares. The purchase is confirmed
directly to the shareholder (who will also receive his cancelled check or  debit
memo  each month with his bank statement). The required forms to enroll in these
programs are available upon request from Value Line Securities, Inc.

                           SUSPENSION OF REDEMPTIONS

    The right of redemption may be  suspended, or the date of payment  postponed
beyond  the normal seven-day period by  the Trust 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  Trust of securities owned  by it is not reasonably  practical, or (b) it is
not reasonably practical for the  Trust to determine the  fair value of its  net
assets; (3) for such other periods as the Securities and Exchange Commission may
by order permit for the protection of the Trust's shareholders.

                                     TAXES
   (SEE "DIVIDENDS AND DISTRIBUTIONS" AND "TAXES" IN THE TRUST'S PROSPECTUS)

    The  Trust intends to continue to  qualify as a regulated investment company
under the Internal  Revenue Code (the  "Code"). During the  Trust's last  fiscal
year,  the Trust  so qualified. By  so qualifying,  the Trust is  not subject to
federal income tax on  its net investment income  or net realized capital  gains
which are distributed to shareholders.

    Distributions  of  net tax-exempt  income, in  the form  of "exempt-interest
dividends", are excludible from the shareholder's income for federal income  tax
purposes (except as provided below) if the Trust

                                      B-20
<PAGE>
qualifies  to pay  exempt-interest dividends. Distributions  of other investment
income and any realized short-term capital gains are taxable to shareholders  as
ordinary  income. The Trust  does not anticipate that  any distributions will be
eligible for the dividends-received deduction for corporate shareholders.

    Distributions  of   realized  long-term   capital  gains   are  taxable   to
shareholders  as long-term  capital gain, regardless  of the length  of time the
shares of  the Trust  have been  held  by such  shareholders and  regardless  of
whether  the distribution  is received  in cash  or is  reinvested in additional
Trust shares.  The computation  of  net capital  gains  takes into  account  any
capital  loss carryforward  of the Trust.  For federal income  tax purposes, the
Trust had a capital loss carryover at February 28, 1995, of $882,100 which  will
expire  in 2003. To the  extent future capital gains  are offset by such capital
losses, the  Trust  does not  anticipate  distributing  any such  gains  to  its
shareholders.

    Investments  in the Trust, generally, would  not be suitable for non-taxable
entities, such as tax-exempt institutions,  qualified retirement plans, H.R.  10
plans  and individual retirement accounts, since  an investor would not gain any
additional federal tax benefit from the receipt of tax-exempt income.

    The Code may require a shareholder who receives exempt-interest dividends to
treat as  taxable  income a  portion  of certain  otherwise  non-taxable  social
security  and railroad retirement benefit payments. Furthermore, that portion of
any dividend paid  by the  Trust which  represents income  derived from  private
activity  bonds held by  the Trust may  not retain its  tax-exempt status in the
hands of a shareholder  who is a  "substantial user" of  a facility financed  by
such  bonds,  or  a "related  person".  Moreover,  some or  all  of  the Trust's
dividends may be  a specific  preference item or  a component  of an  adjustment
item,   for  purposes   of  determining   federal  alternative   minimum  taxes.
Additionally, the receipt of Trust dividends and distributions may affect (1)  a
corporate   shareholder's  federal  "environmental"  tax  liability  and  (2)  a
Subchapter S corporate  shareholder's federal  "excess net  passive income"  tax
liability.

    As  described above and in  the Trust's Prospectus, the  Trust may invest in
certain types of  futures contracts and  may purchase or  sell certain types  of
options. The Trust anticipates that these investment activities will not prevent
the  Trust from qualifying as a regulated investment company. As a general rule,
these investment activities will  increase or decrease  the amount of  long-term
and  short-term capital gains or losses realized by the Trust, and, accordingly,
will affect the amount of capital gains distributed to the Trust's shareholders.

    A shareholder may  realize a capital  gain or  capital loss on  the sale  or
redemption  of shares of the Trust. The tax consequences of a sale or redemption
depend upon several factors, including the shareholder's tax basis in the shares
sold or redeemed and the length of time the shares have been held. Basis in  the
shares  may be the actual cost of those  shares (net asset value of Trust shares
on purchase or  reinvestment date),  or under  special rules,  an average  cost.
Under certain circumstances, a loss on the sale or redemption of shares held for
six months or less may be treated as a long-term capital loss to the extent that
the  Trust  has distributed  long-term capital  gain  dividends on  such shares.
Moreover, a loss on sale or redemption of Trust shares will be disallowed to the
extent the shareholder purchases other shares of the Trust within 30 days before
or after the date the shares are sold or redeemed.

    The Code requires each regulated  investment company to pay a  nondeductible
4%  excise  tax to  the  extent the  company  does not  distribute,  during each
calendar year, 98% of its ordinary income,

                                      B-21
<PAGE>
determined on a calendar year basis,  and 98% of its capital gains,  determined,
in  general, on an October 31 year  end, plus certain undistributed amounts from
previous years.  The  Trust anticipates  that  it will  make  sufficient  timely
distributions to avoid imposition of the excise tax.

    All  distributions  including  distributions  of  exempt-interest dividends,
whether received in Trust shares or  cash, must be reported by each  shareholder
on  his  federal  income  tax  return.  Although  exempt-interest  dividends are
reportable on  one's  tax  return,  those  dividends  are  excludable  from  the
investor's  taxable  income for  federal income  tax  purposes. Under  the Code,
dividends declared  by  the Trust  in  October,  November and  December  of  any
calendar  year, and payable  to shareholders of  record in such  month, shall be
deemed to have been received by the shareholder on December 31 of such  calendar
year.

    A  distribution by the Trust reduces the  Trust's net asset value per share.
Such a distribution  may be  taxable to the  shareholder as  ordinary income  or
capital  gain as described above, even though, from an investment standpoint, it
may constitute a return of capital.  In particular, investors should be  careful
to  consider the tax implications of buying shares just prior to a capital gains
distribution. The price of shares purchased at that time at the net asset  value
per  share includes the amount of the forthcoming distribution. Those purchasing
just prior to  a distribution will  then receive  a return of  capital upon  the
distribution which may nevertheless be taxable to them.

    For  shareholders who fail to furnish to  the Trust their social security or
taxpayer identification numbers and certain related information, or who fail  to
certify  that they  are not subject  to back-up  withholding, taxable dividends,
distributions of capital gains and redemption proceeds paid by the Trust will be
subject to a 31% federal income tax withholding requirement. If the  withholding
provisions  are applicable, any such dividends or capital gains distributions to
these shareholders,  whether taken  in cash  or reinvested  in additional  Trust
shares,  and any redemption proceeds will be  reduced by the amounts required to
be withheld.

    The foregoing discussion relates  solely to U.S. federal  income tax law  as
applicable  to U.S. persons (i.e., U.S.  citizens or residents and U.S. domestic
corporations, partnerships, trusts  and estates)  and is  not intended  to be  a
complete discussion of all federal tax consequences. Shareholders are advised to
consult with their tax advisers concerning the application of federal, state and
local taxes to an investment in the Trust.

                                PERFORMANCE DATA

    From  time to time, the  Trust 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 Trust will be accompanied by information
on the Trust's average  annual total return over  the most recent four  calendar
quarters  and the period from the Trust's inception of operations. The Trust may
also advertise aggregate total return information for different periods of time.

                                      B-22
<PAGE>
    The Trust'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:
                                 T =# ERV/P - 1
                                       n

<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>

    Aggregate total return is  calculated in a similar  manner, except that  the
results  are not  annualized. Each  calculation assumes  that all  dividends and
distributions are reinvested at net asset value on the reinvestment dates during
the period.

    As stated in the Prospectus, the Trust  may also quote its current yield  in
advertisements and investor communications.

    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:

<TABLE>
<S>        <C>        <C>        <C>
Yield = 2    a - b           +1       6 -1
           (   )  cd
</TABLE>

<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 Trust.

    The  Trust 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 Trust's  yield, as well  as interest  and
dividend  income received by the Trust and distributed to shareholders (which is
reflected in the Trust's yield).

    All  calculations  of  the  Trust'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 Trust

                                      B-23
<PAGE>
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 Trust's  shares and  should not  be considered  to be  a  complete
indicator of the return to the investor on his investment.

    The  Trust's  current  yield,  distribution rate  and  total  return  may be
compared to relevant  indices, including U.S.  domestic tax-exempt bond  indices
and  data from Lipper  Analytical Services, Inc., or  Standard & Poor's Indices.
From time to time, evaluations of the Trust's performance by independent sources
may also be used  in advertisements and in  information furnished to present  or
prospective investors in the Trust.

                             ADDITIONAL INFORMATION

    The  Declaration of  Trust provides  that obligations  of the  Trust are not
binding upon the Trustees individually but only upon the property of the  Trust,
that  the Trustees  and officers will  not be  liable for errors  of judgment or
mistakes of fact  or law, and  that the  Trust will indemnify  its Trustees  and
officers against liabilities and expenses incurred in connection with litigation
in  which they may be involved because of their offices with the Trust except if
it is determined in the  manner provided in the  Declaration of Trust that  they
have not acted in good faith in the reasonable belief that their actions were in
the  best interests of the  Trust. However, nothing in  the Declaration of Trust
protects or indemnifies a Trustee or  officer against any liability to which  he
would  otherwise be subject  by reason of willful  misfeasance, bad faith, gross
negligence, or reckless disregard of the  duties involved in the conduct of  his
office.  The Declaration of  Trust provides that  a Trustee of  the Trust can be
removed with cause if two-thirds of the remaining Trustees vote that the Trustee
be removed.

EXPERTS

    The financial statements of the Trust 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 auditing and accounting.

CUSTODIAN

    The Trust  employs  State Street  Bank  and  Trust Company,  Boston,  MA  as
custodian  for the Trust. The  custodian's responsibilities include safeguarding
and controlling  the  Trust's cash  and  securities, handling  the  receipt  and
delivery  of securities  and collecting  interest and  dividends on  the Trust's
investments. The custodian  does not  determine the investment  policies of  the
Trust or decide which securities the Trust will buy or sell.

                              FINANCIAL STATEMENTS

    The  Trust's  financial statements  for the  year  ended February  28, 1995,
including the financial  highlights for  each of the  five fiscal  years in  the
period  ended  February  28,  1995  appearing  in  the  1995  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 Trust's  1995  Annual  Report  to Shareholders  is  enclosed  with  this
Statement of Additional Information.

                                      B-24
<PAGE>
                                SECURITY RATINGS

RATINGS OF MUNICIPAL SECURITIES

    MOODY'S  INVESTORS SERVICE, INC. AAA--the  "best quality", AA--"high quality
by all standards", but  margins of protection or  other elements make  long-term
risks  appear somewhat larger  than Aaa rated  municipal bonds. A--"upper medium
grade obligations". Security for principal and interest are considered adequate,
but elements  may  be  present  which suggest  a  susceptibility  to  impairment
sometime in the future. BAA--"medium grade", neither highly protected nor poorly
secured;  interest  payments  and  principal security  appear  adequate  for the
present,  but   certain  protective   elements  may   be  lacking   or  may   be
characteristically  unreliable over any  great length of  time; lack outstanding
investment characteristics and in fact  may have speculative characteristics  as
well. BA--judged to have speculative elements; their future cannot be considered
as  well assured. Often the protection of interest and principal payments may be
very moderate and thereby  not well safeguarded during  both good and bad  times
over  the future.  Uncertainty of  position characterizes  bonds in  this class.
B--generally lack  characteristics of  the  desirable investment.  Assurance  of
interest and principal payments or of maintenance of other terms of the contract
over any long period of time may be small.

    STANDARD  & POOR'S  CORPORATION. AAA--"obligations of  the highest quality".
AA--issues with investment characteristics "only slightly less marked than those
of the prime quality issues". A--  "the third strongest capacity for payment  of
debt  service". Principal  and interest payments  on bonds in  this category are
regarded as safe. It differs from  the two higher ratings because, with  respect
to  general  obligations  bonds, there  is  some weakness  which,  under certain
adverse circumstances,  might impair  the ability  of the  issuer to  meet  debt
obligations  at some  future date. With  respect to revenue  bonds, debt service
coverage is good,  but not exceptional,  and stability of  the pledged  revenues
could  show  some  variations  because  of  increased  competition  or  economic
influences in revenues. BBB--the lowest "investment grade" security rating.  The
difference  between A  and BBB ratings  is that  the latter shows  more than one
fundamental weakness, or one very substantial fundamental weakness. With respect
to revenue bonds, debt coverage is only fair. Stability of the pledged  revenues
could  show substantial variations, with the revenue flow possibly being subject
to erosion  over  time.  BB  and B--  regarded,  on  balance,  as  predominantly
speculative  with respect  to the  issuer's capacity  to pay  interest and repay
principal in  accordance with  the terms  of the  obligation. BB  indicates  the
lowest  degree of speculation.  While debt rated  BB or B  will likely have some
quality  and  protective  characteristics,   these  are  outweighted  by   large
uncertainties or major risk exposures to adverse conditions.

RATINGS OF MUNICIPAL NOTES

    MOODY'S  INVESTORS  SERVICE,  INC.  MIG-1:  the  best  quality.  MIG-2: high
quality, with  margins for  protection ample  although not  so large  as in  the
preceding  group. MIG-3: favorable quality, with all security elements accounted
for, but lacking the undeniable strength of the preceding grades. Market  access
for refinancing, in particular, is likely to be less well established.

    STANDARD  & POOR'S CORPORATION. SP-1: Very  strong capacity to pay principal
and interest. SP-2: Satisfactory capacity to pay principal and interest.

RATINGS OF COMMERCIAL PAPER

    MOODY'S INVESTORS SERVICE,  INC. PRIME-1: highest  quality. PRIME-2:  higher
quality.

    STANDARD  & POOR'S  CORPORATION. A-1: A  very strong degree  of safety. A-2:
Strong degree of safety.

                                      B-25
<PAGE>
                      VALUE LINE NEW YORK TAX EXEMPT 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 seven years in the period ended
         February 28, 1995 and the period from July 2, 1987 to February 29,
         1988.

        Incorporated by reference in Part B of this Registration Statement:*
         Schedule of Investments at February 28, 1995
        Statement of Assets and Liabilities at February 28, 1995
        Statement of Operations for the year ended February 28, 1995
        Statements of Changes in Net Assets for the years ended February 28,
       1995 and February 28, 1994
        Financial Highlights for each of the five years in the period ended
       February 28, 1995.
        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
      February 28, 1995.

    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 February 28, 1995, there were 1,149 holders of the Registrant's shares
of beneficial interest, $.01 par value per share.

ITEM 27.  INDEMNIFICATION.

    Incorporated  by reference from  Post-Effective Amendment No.  1 (filed with
the Commission November 5, 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 Officer
                              President and Chief              of Arnold Bernhard & Co., Inc. and Value Line
                              Executive Officer                Publishing, Inc. Chairman of the Value Line Funds
                                                               and Value Line Securities, Inc.
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             Secretary and Director           Secretary and Treasurer of Arnold Bernhard & Co.,
                                                               Inc.

Harold Bernard, Jr.           Director                         Administrative Law Judge

Arnold Van H. Bernhard        Director                         Self-Employed

William S. Kanaga             Director                         Retired Chairman of the Advisory Board of Ernst &
                                                               Young

W. Scott Thomas               Director                         Partner, Brobeck, Phleger & Harrison, attorneys.
</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;  The  Value  Line  Adjustable  Rate  U.S.  Government
       Securities Fund, Inc.; Value Line Small-Cap Growth Fund, Inc.; Value Line
       Asset Allocation 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 Board       Chairman of the Board

David T. Henigson           Vice President, Secretary,  Vice President, Secretary
                            Treasurer and Director      and Treasurer

Stephen LaRosa              Asst. Vice President        Asst. Treasurer,
                                                        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.

    Value Line, Inc., 220 East 42nd St., New York, NY 10017 for records pursuant
to Rule 31a-1(b)(4),(5),(6),(7),(10),(11), Rule  31a-(i), State Street Bank  and
Trust  Company, c/o  NFDS, P.O.  Box 419729, Kansas  City, MO  64141 for records
pursuant to  Rule 31a-1(b)(2)(iv),  State  Street Bank  and Trust  Company,  225
Franklin Street, Boston, MA 02110 for all other records.

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. 9 to  the registration statement on  Form N-1A (the "Registration
Statement"), of  our report  dated April  19, 1995,  relating to  the  financial
statements  and financial highlights  appearing in the  February 28, 1995 Annual
Report to Shareholders of Value Line New  York Tax Exempt Trust, which are  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
June 15, 1995

                                      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 15th day of June, 1995.

                                          VALUE LINE NEW YORK TAX EXEMPT 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>
            * /s/ JEAN B. BUTTNER               Chairman and Trustee; Chief Executive Officer       June 15, 1995
              (JEAN B. BUTTNER)

              * JOHN W. CHANDLER                Trustee                                             June 15, 1995
              (JOHN W. CHANDLER)

                * LEO R. FUTIA                  Trustee                                             June 15, 1995
                (LEO R. FUTIA)

               *CHARLES E. REED                 Trustee                                             June 15, 1995
              (CHARLES E. REED)

             * PAUL CRAIG ROBERTS               Trustee                                             June 15, 1995
             (PAUL CRAIG ROBERTS)

                /s/ DAVID T. HENIGSON           Secretary and Treasurer; Principal Financial        June 15, 1995
 .............................................    and Accounting Officer
             (DAVID T. HENIGSON)
</TABLE>

* By       /s/ DAVID T. HENIGSON
    ..................................
           (DAVID T. HENIGSON,
            Attorney-in-fact)

                                      C-5

<PAGE>

                                                                      EXHIBIT 16

               TOTAL RETURN CALCULATION - NO SALES CHARGE INCLUDED

                      VALUE LINE NEW YORK TAX EXEMPT TRUST


<TABLE>
<CAPTION>

                  Price per   Shares    Cumulative  Dividends  Reinvested   Capital Gains   Reinvested    Reinvested       Total
  Date    Amount    Share    Purchased    Shares    per Share   Dividends     per Share    Capital Gains    Shares     Market Value
  ----    ------  ---------  ---------  ----------  ---------  -----------  -------------  -------------  -----------  ------------
<S>      <C>      <C>        <C>        <C>         <C>        <C>          <C>            <C>            <C>          <C>

 3/ 1/94 1,000.00   10.4900     95.329      95.329                                                                         1,000.00
 3/31/94             9.9600                 95.742      0.043         4.11          0.000           0.00        0.413        953.59
 4/29/94             9.9200                 96.139      0.041         3.94          0.000           0.00        0.397        953.70
 5/31/94             9.9900                 96.572      0.045         4.33          0.000           0.00        0.433        964.75
 6/30/94             9.8400                 97.010      0.045         4.31          0.000           0.00        0.438        954.58
 7/29/94            10.0000                 97.411      0.041         4.01          0.000           0.00        0.401        974.11
 8/31/94             9.9800                 97.863      0.046         4.51          0.000           0.00        0.452        976.67
 9/30/94             9.7100                 98.311      0.044         4.35          0.000           0.00        0.448        954.60
10/31/94             9.4500                 98.755      0.043         4.20          0.000           0.00        0.444        933.23
11/30/94             9.1200                 99.969      0.043         4.23          0.069           6.84        1.214        911.72
12/30/94             9.3200                100.401      0.040         4.03          0.000           0.00        0.432        935.74
12/31/94             9.3200                100.401                                                                           935.74

 1/31/95             9.5500                100.874      0.045         4.52          0.000           0.00        0.473        963.35
 2/28/95             9.8100                101.345      0.046         4.62          0.000           0.00        0.471        994.19
 2/28/95             9.8100                101.345                                                                           994.19

</TABLE>


FORMULA -- Average Annual Total Return:  ERV = P(1 + T) n
           Overall Total Return          ERV/P -1

           Where:  P   = Initial Investment            $1,000.00
                   ERV = Ending Redeemable Value         $994.19
                   n   = Number of Time Periods             1.00
                   T   = Average Annual Total Return       -0.58%
                         Overall Total Return              -0.58%

<PAGE>

<TABLE>
<CAPTION>

                  Price per   Shares    Cumulative  Dividends  Reinvested   Capital Gains   Reinvested    Reinvested       Total
  Date    Amount    Share    Purchased    Shares    per Share   Dividends     per Share    Capital Gains    Shares     Market Value
  ----    ------  ---------  ---------  ----------  ---------  -----------  -------------  -------------  -----------  ------------
<S>      <C>      <C>        <C>        <C>         <C>        <C>          <C>            <C>            <C>          <C>

10/30/92            10.1000                123.827      0.048         5.95          0.000           0.00        0.589      1,250.65
11/30/92            10.3600                124.424      0.050         6.18          0.000           0.00        0.597      1,289.03
12/31/92            10.3200                126.720      0.048         6.03          0.142          17.66        2.296      1,307.75
12/31/92            10.3200                126.720                                                                         1,307.75

 1/29/93            10.3900                127.275      0.046         5.77          0.000           0.00        0.555      1,322.39
 2/26/93            10.8400                127.828      0.047         5.99          0.000           0.00        0.553      1,385.66
 3/31/93            10.6100                128.457      0.052         6.67          0.000           0.00        0.629      1,362.93
 4/30/93            10.7200                129.039      0.049         6.24          0.000           0.00        0.582      1,383.30
 5/28/93            10.7500                129.560      0.043         5.60          0.000           0.00        0.521      1,392.77
 6/30/93            10.9000                130.185      0.053         6.81          0.000           0.00        0.625      1,419.02
 7/30/93            10.8300                130.733      0.046         5.94          0.000           0.00        0.548      1,415.84
 8/31/93            11.0900                131.314      0.049         6.44          0.000           0.00        0.581      1,456.27
 9/30/93            11.1600                131.875      0.048         6.26          0.000           0.00        0.561      1,471.72
10/29/93            11.1600                132.393      0.044         5.78          0.000           0.00        0.518      1,477.51
11/30/93            10.5100                138.207      0.050         6.61          0.412          54.50        5.814      1,452.56
12/31/93            10.7300                138.789      0.045         6.24          0.000           0.00        0.582      1,489.21
12/31/93            10.7300                138.789                                                                         1,489.21

 1/31/94            10.8100                139.375      0.046         6.33          0.000           0.00        0.586      1,506.64
 2/28/94            10.4900                139.990      0.046         6.45          0.000           0.00        0.615      1,468.50
 3/31/94             9.9600                140.596      0.043         6.04          0.000           0.00        0.606      1,400.34
 4/29/94             9.9200                141.179      0.041         5.78          0.000           0.00        0.583      1,400.50
 5/31/94             9.9900                141.815      0.045         6.35          0.000           0.00        0.636      1,416.73
 6/30/94             9.8400                142.458      0.045         6.33          0.000           0.00        0.643      1,401.79
 7/29/94            10.0000                143.046      0.041         5.88          0.000           0.00        0.588      1,430.46
 8/31/94             9.9800                143.709      0.046         6.62          0.000           0.00        0.663      1,434.22
 9/30/94             9.7100                144.366      0.044         6.38          0.000           0.00        0.657      1,401.79
10/31/94             9.4500                145.019      0.043         6.17          0.000           0.00        0.653      1,370.43
11/30/94             9.1200                146.802      0.043         6.21          0.069          10.05        1.783      1,338.83
12/30/94             9.3200                147.437      0.040         5.92          0.000           0.00        0.635      1,374.11
12/31/94             9.3200                147.437                                                                         1,374.11

 1/31/95             9.5500                148.131      0.045         6.63          0.000           0.00        0.694      1,414.65
 2/28/95             9.8100                148.822      0.046         6.78          0.000           0.00        0.691      1,459.94
 2/28/95             9.8100                148.822                                                                         1,459.94

</TABLE>


FORMULA -- Average Annual Total Return:  ERV = P(1 + T) n
           Overall Total Return          ERV/P -1

           Where:  P   = Initial Investment            $1,000.00
                   ERV = Ending Redeemable Value       $1,459.94
                   n   = Number of Time Periods             5.00
                   T   = Average Annual Total Return        7.86%
                         Overall Total Return              45.99%

<PAGE>

               TOTAL RETURN CALCULATION - NO SALES CHARGE INCLUDED

                      VALUE LINE NEW YORK TAX EXEMPT TRUST


<TABLE>
<CAPTION>

                  Price per   Shares    Cumulative  Dividends  Reinvested   Capital Gains   Reinvested    Reinvested       Total
  Date    Amount    Share    Purchased    Shares    per Share   Dividends     per Share    Capital Gains    Shares     Market Value
  ----    ------  ---------  ---------  ----------  ---------  -----------  -------------  -------------  -----------  ------------
<S>      <C>      <C>        <C>        <C>         <C>        <C>          <C>            <C>            <C>          <C>

 3/ 1/90 1,000.00    9.6500    103.627     103.627                                                                         1,000.00
 3/30/90             9.5700                104.253      0.058         5.99          0.000           0.00        0.626        997.70
 4/30/90             9.4900                104.906      0.059         6.20          0.000           0.00        0.653        995.56
 5/31/90             9.6000                105.551      0.059         6.19          0.000           0.00        0.645      1,013.29
 6/29/90             9.6200                106.153      0.055         5.79          0.000           0.00        0.602      1,021.19
 7/31/90             9.7300                106.821      0.061         6.50          0.000           0.00        0.668      1,039.37
 8/31/90             9.5100                107.500      0.060         6.46          0.000           0.00        0.679      1,022.33
 9/28/90             9.4300                108.121      0.054         5.86          0.000           0.00        0.621      1,019.58
10/31/90             9.4000                108.861      0.064         6.96          0.000           0.00        0.740      1,023.29
11/30/90             9.5100                109.531      0.059         6.37          0.000           0.00        0.670      1,041.64
12/31/90             9.4700                110.238      0.061         6.70          0.000           0.00        0.707      1,043.95
12/31/90             9.4700                110.238                                                                         1,043.95

 1/31/91             9.5300                110.939      0.061         6.68          0.000           0.00        0.701      1,057.25
 2/28/91             9.5000                111.583      0.055         6.12          0.000           0.00        0.644      1,060.04
 3/28/91             9.4900                112.217      0.054         6.02          0.000           0.00        0.634      1,064.94
 4/30/91             9.6000                112.972      0.065         7.25          0.000           0.00        0.755      1,084.53
 5/31/91             9.5900                113.614      0.054         6.16          0.000           0.00        0.642      1,089.56
 6/28/91             9.5500                114.246      0.053         6.04          0.000           0.00        0.632      1,091.05
 7/31/91             9.6700                114.944      0.059         6.75          0.000           0.00        0.698      1,111.51
 8/30/91             9.7900                115.560      0.052         6.03          0.000           0.00        0.616      1,131.33
 9/30/91             9.9300                116.213      0.056         6.48          0.000           0.00        0.653      1,154.00
10/31/91             9.9800                116.837      0.054         6.23          0.000           0.00        0.624      1,166.03
11/29/91             9.8700                117.396      0.047         5.52          0.000           0.00        0.559      1,158.70
12/31/91            10.1200                117.970      0.049         5.81          0.000           0.00        0.574      1,193.86
12/31/91            10.1200                117.970                                                                         1,193.86

 1/31/92             9.9000                118.515      0.046         5.40          0.000           0.00        0.545      1,173.30
 2/28/92             9.9000                119.040      0.044         5.20          0.000           0.00        0.525      1,178.50
 3/31/92             9.9000                119.665      0.052         6.19          0.000           0.00        0.625      1,184.68
 4/30/92            10.0000                120.272      0.051         6.07          0.000           0.00        0.607      1,202.72
 5/29/92            10.1200                120.844      0.048         5.79          0.000           0.00        0.572      1,222.94
 6/30/92            10.3500                121.478      0.054         6.56          0.000           0.00        0.634      1,257.30
 7/31/92            10.7600                122.059      0.051         6.25          0.000           0.00        0.581      1,313.35
 8/31/92            10.4200                122.650      0.050         6.16          0.000           0.00        0.591      1,278.01
 9/30/92            10.3800                123.238      0.050         6.10          0.000           0.00        0.588      1,279.21




<PAGE>

              TOTAL RETURN CALCULATION - NO SALES CHARGE INCLUDED

                      VALUE LINE NEW YORK TAX EXEMPT TRUST



                  Price per   Shares    Cumulative  Dividends  Reinvested   Capital Gains   Reinvested    Reinvested       Total
  Date    Amount    Share    Purchased    Shares    per Share   Dividends     per Share    Capital Gains    Shares     Market Value
  ----    ------  ---------  ---------  ----------  ---------  -----------  -------------  -------------  -----------  ------------
<S>      <C>      <C>        <C>        <C>         <C>        <C>          <C>            <C>            <C>          <C>

 7/ 2/87 1,000.00   10.0000    100.00      100.000                                                                         1,000.00
 7/31/87             9.8900                100.671      0.066         6.64          0.000           0.00        0.671        995.64
 8/31/87             9.8200                101.332      0.064         6.49          0.000           0.00        0.661        995.08
 9/30/87             9.2600                102.045      0.065         6.60          0.000           0.00        0.713        944.94
10/30/87             9.2500                102.695      0.059         6.01          0.000           0.00        0.650        949.93
11/30/87             9.4300                103.411      0.066         6.75          0.000           0.00        0.716        975.17
12/31/87             9.5800                104.128      0.066         6.87          0.000           0.00        0.717        997.55
12/31/87             9.5800                104.128                                                                           997.55

 1/29/88             9.9000                104.789      0.063         6.54          0.000           0.00        0.661      1,037.41
 2/29/88             9.9300                105.514      0.069         7.20          0.000           0.00        0.725      1,047.75
 3/31/88             9.7200                106.256      0.068         7.21          0.000           0.00        0.742      1,032.81
 4/29/88             9.7100                106.922      0.061         6.47          0.000           0.00        0.666      1,038.21
 5/31/88             9.6500                107.699      0.070         7.50          0.000           0.00        0.777      1,039.30
 6/30/88             9.7300                108.523      0.056         6.00          0.019           2.02        0.824      1,055.93
 7/31/88             9.7200                109.138      0.055         5.98          0.000           0.00        0.615      1,060.82
 8/31/88             9.7100                109.866      0.065         7.07          0.000           0.00        0.728      1,066.80
 9/30/88             9.7800                110.511      0.057         6.31          0.000           0.00        0.645      1,080.80
10/31/88             9.9200                111.178      0.060         6.62          0.000           0.00        0.667      1,102.89
11/30/88             9.7500                111.879      0.061         6.83          0.000           0.00        0.701      1,090.82
12/31/88             9.7900                112.324      0.000         0.00          0.039           4.36        0.445      1,099.65
12/31/88             9.7800                113.033      0.062         6.93          0.000           0.00        0.709      1,105.46
12/31/88             9.7800                113.033                                                                         1,105.46

 1/31/89             9.8600                113.775      0.065         7.32          0.000           0.00        0.742      1,121.82
 2/28/89             9.7600                114.394      0.053         6.04          0.000           0.00        0.619      1,116.49
 3/31/89             9.6900                115.112      0.061         6.96          0.000           0.00        0.718      1,115.44
 4/30/89             9.8100                115.763      0.055         6.39          0.000           0.00        0.651      1,135.64
 5/31/89             9.8700                116.546      0.067         7.73          0.000           0.00        0.783      1,150.31
 6/30/89             9.9500                117.233      0.059         6.84          0.000           0.00        0.687      1,166.47
 7/31/89             9.9600                118.267      0.059         6.97          0.028           3.33        1.034      1,177.94
 8/31/89             9.8300                118.983      0.060         7.04          0.000           0.00        0.716      1,169.60
 9/30/89             9.7800                119.658      0.055         6.60          0.000           0.00        0.675      1,170.26
10/31/89             9.7500                120.405      0.061         7.28          0.000           0.00        0.747      1,173.95
11/30/89             9.8000                121.098      0.056         6.79          0.000           0.00        0.693      1,186.76
12/27/89             9.7800                121.536      0.000         0.00          0.035           4.28        0.438      1,188.62

<PAGE>

                  Price per   Shares    Cumulative  Dividends  Reinvested   Capital Gains   Reinvested    Reinvested       Total
  Date    Amount    Share    Purchased    Shares    per Share   Dividends     per Share    Capital Gains    Shares     Market Value
  ----    ------  ---------  ---------  ----------  ---------  -----------  -------------  -------------  -----------  ------------
<S>      <C>      <C>        <C>        <C>         <C>        <C>          <C>            <C>            <C>          <C>

12/28/89             9.7900                122.206      0.054         6.56          0.000           0.00        0.670      1,196.40
12/31/89             9.7900                122.206                                                                         1,196.40

 1/31/90             9.6300                122.991      0.062         7.56          0.000           0.00        0.785      1,184.40
 2/28/90             9.6500                123.666      0.053         6.51          0.000           0.00        0.675      1,193.38
 3/30/90             9.5700                124.413      0.058         7.15          0.000           0.00        0.747      1,190.63
 4/30/90             9.4900                125.193      0.059         7.40          0.000           0.00        0.780      1,188.08
 5/31/90             9.6000                125.963      0.059         7.39          0.000           0.00        0.770      1,209.24
 6/29/90             9.6200                126.681      0.055         6.91          0.000           0.00        0.718      1,218.67
 7/31/90             9.7300                127.479      0.061         7.76          0.000           0.00        0.798      1,240.37
 8/31/90             9.5100                128.290      0.060         7.71          0.000           0.00        0.811      1,220.04
 9/28/90             9.4300                129.031      0.054         6.99          0.000           0.00        0.741      1,216.76
10/31/90             9.4000                129.915      0.064         8.31          0.000           0.00        0.884      1,221.20
11/30/90             9.5100                130.714      0.059         7.60          0.000           0.00        0.799      1,243.09
12/31/90             9.4700                131.558      0.061         7.99          0.000           0.00        0.844      1,245.85
12/31/90             9.4700                131.558                                                                         1,245.85

 1/31/91             9.5300                132.394      0.061         7.97          0.000           0.00        0.836      1,261.71
 2/28/91             9.5000                133.162      0.055         7.30          0.000           0.00        0.768      1,265.04
 3/28/91             9.4900                133.919      0.054         7.18          0.000           0.00        0.757      1,270.89
 4/30/91             9.6000                134.821      0.065         8.66          0.000           0.00        0.902      1,294.28
 5/31/91             9.5900                135.587      0.054         7.35          0.000           0.00        0.766      1,300.28
 6/28/91             9.5500                136.342      0.053         7.21          0.000           0.00        0.755      1,302.07
 7/31/91             9.6700                137.174      0.059         8.05          0.000           0.00        0.832      1,326.47
 8/30/91             9.7900                137.909      0.052         7.20          0.000           0.00        0.735      1,350.13
 9/30/91             9.9300                138.687      0.056         7.73          0.000           0.00        0.778      1,377.16
10/31/91             9.9800                139.431      0.054         7.43          0.000           0.00        0.744      1,391.52
11/29/91             9.8700                140.099      0.047         6.59          0.000           0.00        0.668      1,382.78
12/31/91            10.1200                140.784      0.049         6.93          0.000           0.00        0.685      1,424.73
12/31/91            10.1200                140.784                                                                         1,424.73

 1/31/92             9.9000                141.436      0.046         6.45          0.000           0.00        0.652      1,400.22
 2/28/92             9.9000                142.063      0.044         6.21          0.000           0.00        0.627      1,406.42
 3/31/92             9.9000                142.809      0.052         7.39          0.000           0.00        0.746      1,413.81
 4/30/92            10.0000                143.533      0.051         7.24          0.000           0.00        0.724      1,435.33
 5/29/92            10.1200                144.216      0.048         6.91          0.000           0.00        0.683      1,459.47

<PAGE>

                  Price per   Shares    Cumulative  Dividends  Reinvested   Capital Gains   Reinvested    Reinvested       Total
  Date    Amount    Share    Purchased    Shares    per Share   Dividends     per Share    Capital Gains    Shares     Market Value
  ----    ------  ---------  ---------  ----------  ---------  -----------  -------------  -------------  -----------  ------------
<S>      <C>      <C>        <C>        <C>         <C>        <C>          <C>            <C>            <C>          <C>

 6/30/92            10.3500                144.972      0.054         7.82          0.000           0.00        0.756      1,500.46
 7/31/92            10.7600                145.665      0.051         7.46          0.000           0.00        0.693      1,567.36
 8/31/92            10.4200                146.370      0.050         7.35          0.000           0.00        0.705      1,525.18
 9/30/92            10.3800                147.071      0.050         7.28          0.000           0.00        0.701      1,526.60
10/30/92            10.1000                147.774      0.048         7.10          0.000           0.00        0.703      1,492.52
11/30/92            10.3600                148.485      0.050         7.37          0.000           0.00        0.711      1,538.30
12/31/92            10.3200                151.224      0.048         7.19          0.142          21.08        2.739      1,560.63
12/31/92            10.3200                151.224                                                                         1,560.63

 1/29/93            10.3900                151.887      0.046         6.89          0.000           0.00        0.663      1,578.11
 2/26/93            10.8400                152.546      0.047         7.14          0.000           0.00        0.659      1,653.60
 3/31/93            10.6100                153.296      0.052         7.96          0.000           0.00        0.750      1,626.47
 4/30/93            10.7200                153.991      0.049         7.45          0.000           0.00        0.695      1,650.78
 5/28/93            10.7500                154.612      0.043         6.68          0.000           0.00        0.621      1,662.08
 6/30/93            10.9000                155.358      0.053         8.13          0.000           0.00        0.746      1,693.40
 7/30/93            10.8300                156.012      0.046         7.08          0.000           0.00        0.654      1,689.61
 8/31/93            11.0900                156.705      0.049         7.68          0.000           0.00        0.693      1,737.86
 9/30/93            11.1600                157.373      0.048         7.46          0.000           0.00        0.668      1,756.28
10/29/93            11.1600                157.991      0.044         6.90          0.000           0.00        0.618      1,763.18
11/30/93            10.5100                164.929      0.050         7.88          0.412          65.04        6.938      1,733.40
12/31/93            10.7300                165.623      0.045         7.45          0.000           0.00        0.694      1,777.13
12/31/93            10.7300                165.623                                                                         1,777.13

 1/31/94            10.8100                166.322      0.046         7.56          0.000           0.00        0.699      1,797.94
 2/28/94            10.4900                167.056      0.046         7.70          0.000           0.00        0.734      1,752.42
 3/31/94             9.9600                167.780      0.043         7.21          0.000           0.00        0.724      1,671.09
 4/29/94             9.9200                168.476      0.041         6.90          0.000           0.00        0.696      1,671.28
 5/31/94             9.9900                169.235      0.045         7.58          0.000           0.00        0.759      1,690.66
 6/30/94             9.8400                170.003      0.045         7.56          0.000           0.00        0.768      1,672.83
 7/29/94            10.0000                170.705      0.041         7.02          0.000           0.00        0.702      1,707.05
 8/31/94             9.9800                171.497      0.046         7.90          0.000           0.00        0.792      1,711.54
 9/30/94             9.7100                172.282      0.044         7.62          0.000           0.00        0.785      1,672.86
10/31/94             9.4500                173.062      0.043         7.37          0.000           0.00        0.780      1,635.44
11/30/94             9.1200                175.188      0.043         7.40          0.069          11.99        2.126      1,597.71
12/30/94             9.3200                175.947      0.040         7.07          0.000           0.00        0.759      1,639.83
12/31/94             9.3200                175.947                                                                         1,639.83

<PAGE>

                  Price per   Shares    Cumulative  Dividends  Reinvested   Capital Gains   Reinvested    Reinvested       Total
  Date    Amount    Share    Purchased    Shares    per Share   Dividends     per Share    Capital Gains    Shares     Market Value
  ----    ------  ---------  ---------  ----------  ---------  -----------  -------------  -------------  -----------  ------------
<S>      <C>      <C>        <C>        <C>         <C>        <C>          <C>            <C>            <C>          <C>

 1/31/95             9.5500                176.775      0.045         7.91          0.000           0.00        0.828      1,688.20
 2/28/95             9.8100                177.600      0.046         8.09          0.000           0.00        0.825      1,742.26
 2/28/95             9.8100                177.600                                                                         1,742.26

</TABLE>

FORMULA -- Average Annual Total Return:  ERV = P(1 + T) n
           Overall Total Return          ERV/P -1

           Where:  P   = Initial Investment            $1,000.00
                   ERV = Ending Redeemable Value       $1,742.26
                   n   = Number of Time Periods             7.66
                   T   = Average Annual Total Return        7.52%
                         Overall Total Return              74.23%



<TABLE> <S> <C>

<PAGE>
<ARTICLE> 6
<CIK> 0000811268
<NAME> VALUE LINE NEW YORK TAX EXEMPT TRUST
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          FEB-28-1995
<PERIOD-START>                             MAR-01-1994
<PERIOD-END>                               FEB-28-1995
<INVESTMENTS-AT-COST>                           39,674
<INVESTMENTS-AT-VALUE>                          40,687
<RECEIVABLES>                                    2,430
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                               132
<TOTAL-ASSETS>                                  43,249
<PAYABLE-FOR-SECURITIES>                         3,988
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          122
<TOTAL-LIABILITIES>                              4,110
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                        39,081
<SHARES-COMMON-STOCK>                            3,989
<SHARES-COMMON-PRIOR>                            4,214
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                          (956)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                         1,014
<NET-ASSETS>                                    39,139
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                2,466
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                     342
<NET-INVESTMENT-INCOME>                          2,124
<REALIZED-GAINS-CURRENT>                         (956)
<APPREC-INCREASE-CURRENT>                      (1,643)
<NET-CHANGE-FROM-OPS>                            (475)
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                        2,124
<DISTRIBUTIONS-OF-GAINS>                           273
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                            509
<NUMBER-OF-SHARES-REDEEMED>                        918
<SHARES-REINVESTED>                                183
<NET-CHANGE-IN-ASSETS>                         (5,051)
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                          273
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                              238
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                    342
<AVERAGE-NET-ASSETS>                            39,622
<PER-SHARE-NAV-BEGIN>                            10.49
<PER-SHARE-NII>                                   .523
<PER-SHARE-GAIN-APPREC>                         (.611)
<PER-SHARE-DIVIDEND>                              .523
<PER-SHARE-DISTRIBUTIONS>                         .069
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               9.81
<EXPENSE-RATIO>                                    .86
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>


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