UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-CSR CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act file Number 811-568 -------- Value Line Fund, Inc. --------------------- (Exact name of registrant as specified in charter) 220 East 42nd Street, New York, N.Y. 10017 ------------------------------------------ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 212-907-1500 ------------ Date of fiscal year end: December 31, 2006 ----------------- Date of reporting period: June 30, 2006 ------------- Item 1. Reports to Stockholders. ================================================================================ -------------------------------- SEMI-ANNUAL REPORT -------------------------------- June 30, 2006 -------------------------------- The Value Line Fund, Inc. [LOGO] VALUE LINE No-Load Mutual Funds The Value Line Fund, Inc. To Our Value Line -------------------------------------------------------------------------------- To Our Shareholders: In the first six months of 2006, The Value Line Fund returned 2.59%, compared with the 2.71% return of the S&P 500 Index(1). The equity market had a mixed start to the opening half of the year, as solid corporate earnings growth and strong economic data proved insufficient to move the major market averages significantly higher. Several factors have contributed to this lackluster showing. First, higher oil prices have concerned consumers and investors alike as they have recently tested their highs again. Higher energy prices can have a two-fold effect as they weaken consumer's purchasing power as well as reducing the profit margins of certain industries. Second, the Federal Reserve continues along its measured path of interest rate hikes, which we expect to end soon. These higher short-term rates have not yet had a meaningful impact on longer-term rates, but the significant flattening of the yield curve will likely lower profit margins at financial corporations, which currently account for the largest weighting of the S& P 500, at over 20%. The Value Line Fund generally invests in multi-cap stocks that are ranked in the Highest category for price performance over the next six to twelve months by the Value Line Timeliness Ranking System. The System favors stocks with strong price and earnings momentum relative to those of all other companies in the Value Line Investment Survey of approximately 1,700 stocks. Currently, the Fund has a significant weighting in the Information Technology sector, which can be volatile. The Fund is significantly underweighted in the Financial sector due to the slowing growth of earnings that we expect from this area. Looking forward, we expect the second half of the year to continue to be volatile for the equity markets. Record profit margins for corporations may begin to slip given the higher interest rate environment coupled with rising energy costs. Also, earnings growth expectations are in the mid-teens on a percentage basis currently for the second half of 2006, which may be a high hurdle to meet. Lastly, the upside for the market will likely be limited given the uncertainty associated with the mid-term elections in November. Factors mitigating a significant sell off for equities continue to be high levels of cash holdings by U.S. corporations, which could be used for stock repurchase programs, and merger and acquisition activity looks like it will continue at a historically high level. As always, we appreciate your continued investment. Sincerely, /s/ Jean Bernhard Buttner Jean Bernhard Buttner Chairman and President August 2, 2006 -------------------------------------------------------------------------------- (1) The Standard & Poor's 500 Index consists of 500 stocks which are traded on the New York Stock Exchange, American Stock Exchange and the NASDAQ National Market System and is representative of the broad stock market. This is an unmanaged index and does not reflect charges, expenses or taxes, and it is not possible to directly invest in this index. -------------------------------------------------------------------------------- 2 The Value Line Fund, Inc. Fund Shareholders -------------------------------------------------------------------------------- Economic Observations The U.S. economy slowed abruptly during the second quarter, with the rate of gross domestic product growth moderating from the opening quarter's 5.6% to just 2.5% in the most recent three months. Slower increases in personal consumption expenditures and a disappointing showing in the critical housing market were significant contributors to the decelerating rate of GDP growth. Meanwhile, a measured pace of business activity is likely to be maintained over the next several quarters, if recent data trends are sustained as we believe they will be. Such trends are highlighted by surveys showing a modest rise in consumer confidence, mixed retail sales numbers, solid industrial production and factory usage, and a decline in housing activity that is thus far somewhat less precipitous than many have been fearing. We think this uneven flow of data will be the rule for the balance of this year and into the early months of 2007, with the prospective rate of quarterly GDP growth averaging 2.5% to 3.0%. Such moderate economic growth should keep inflationary excesses at bay, as the less aggressive consumption of such raw materials as oil and gas, and industrial metals like copper and zinc should help to limit shortages in these areas. Overall, we expect inflation to average just 2% to 3% though most of 2007. The case for additional monetary tightening by the Federal Reserve is weakening. Indeed, with economic growth on a much slower track and with inflationary shortages of labor and raw materials looking less likely now, the Fed could be looking to keep interest rates at stable levels for at least the next few months. -------------------------------------------------------------------------------- 3 The Value Line Fund, Inc. -------------------------------------------------------------------------------- FUND EXPENSES (unaudited): Example As a shareholder of the Fund, you incur ongoing costs, including management fees; distribution and service (12b-1) fees; and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (January 1, 2006 through June 30, 2006). Actual Expenses The first line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example an $8,600 account value divided by $1,000=8.6), then multiply the result by the number in the first line under the heading "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. Hypothetical Example for Comparison Purposes The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), redemption fees, or exchange fees. Therefore, the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if transactional costs were included, your costs would have been higher. Expenses* paid Beginning Ending during period account value account value 1/1/06 thru 1/1/06 6/30/06 6/30/06 --------------------------------------------------- Actual ..................................... $ 1,000.00 $ 1,025.90 $ 5.63 Hypothetical (5% return before expenses) ... $ 1,000.00 $ 1,019.25 $ 5.61 -------------------------------------------------------------------------------- * Expenses are equal to the Fund's annualized expense ratio of 1.12% multiplied by the average account value over the period, multiplied by 181/365 to reflect the one-half period. -------------------------------------------------------------------------------- 4 The Value Line Fund, Inc. Portfolio Highlights at June 30, 2006 (unaudited) -------------------------------------------------------------------------------- Ten Largest Holdings Percentage of Issue Shares Value Net Assets -------------------------------------------------------------------------------- Hansen Natural Corp. ......... 23,000 $ 4,378,510 2.07% Gymboree Corp. (The) ......... 120,000 $ 4,171,200 1.97% RSA Security, Inc. 150,000 $ 4,078,500 1.92% McDermott International, Inc. 87,000 $ 3,955,890 1.87% Garmin Ltd. .................. 33,500 $ 3,532,240 1.67% Akamai Technologies, Inc. .... 93,000 $ 3,365,670 1.59% NVIDIA Corp. ................. 157,000 $ 3,342,530 1.58% Charles Schwab Corp. (The) ... 200,000 $ 3,196,000 1.51% Terex Corp. .................. 32,000 $ 3,158,400 1.49% Schlumberger Ltd. ............ 48,000 $ 3,125,280 1.47% -------------------------------------------------------------------------------- Asset Allocation -- Percentage of Net Assets [THE FOLLOWING WAS DEPICTED BY A PIE CHART IN THE PRINTED MATERIAL] Cash & Other 3.4% Common Stocks 96.6% -------------------------------------------------------------------------------- Sector Weightings -- Percentage of Total Investment Securities [THE FOLLOWING WAS DEPICTED BY A BAR CHART IN THE PRINTED MATERIAL] Industrial 24.1% Technology 15.2% Consumer, Cyclical 15.1% Communications 12.9% Consumer, Non-Cyclical 12.4% Financial 7.6% Energy 7.1% Basic Materials 5.6% -------------------------------------------------------------------------------- 5 The Value Line Fund, Inc. Schedule of Investments -------------------------------------------------------------------------------- Shares Value -------------------------------------------------------------------------------- COMMON STOCKS (96.6%) ADVERTISING (1.1%) 53,000 Monster Worldwide, Inc. * .................... $ 2,260,980 APPAREL (0.7%) 37,000 Guess?, Inc. * ............................... 1,544,750 BANK (0.7%) 26,000 State Street Corp ............................ 1,510,340 BANK -- MIDWEST (0.7%) 27,000 Hancock Holding Co ........................... 1,512,000 BEVERAGE -- SOFT DRINK (2.1%) 23,000 Hansen Natural Corp. * ....................... 4,378,510 CABLE TV (0.8%) 100,000 DIRECTV Group, Inc. (The) * .................. 1,650,000 CHEMICAL -- DIVERSIFIED (0.9%) 70,000 Norsk Hydro ASA ADR .......................... 1,869,700 CHEMICAL -- SPECIALTY (0.9%) 51,000 Arch Chemicals, Inc .......................... 1,838,550 COAL (0.7%) 37,000 Arch Coal, Inc ............................... 1,567,690 COMPUTER & PERIPHERALS (2.3%) 61,000 Hewlett-Packard Co ........................... 1,932,480 145,000 Western Digital Corp. * ...................... 2,872,450 ------------ 4,804,930 COMPUTER SOFTWARE & SERVICES (5.8%) 100,000 BMC Software, Inc. * ......................... 2,390,000 56,000 Citrix Systems, Inc. * ....................... 2,247,840 26,000 Cognizant Technology Solutions Corp. Class A * ............................ 1,751,620 69,000 Paychex, Inc ................................. 2,689,620 32,000 SEI Investments Co ........................... 1,564,160 40,000 Transaction Systems Architects, Inc. * ....................................... 1,667,600 ------------ 12,310,840 DIVERSIFIED COMPANIES (2.6%) 39,000 Honeywell International, Inc ................. 1,571,700 87,000 McDermott International, Inc. * .............. 3,955,890 ------------ 5,527,590 DRUG (1.1%) 104,000 Biovail Corp ................................. 2,434,640 E-COMMERCE (2.5%) 93,000 Akamai Technologies, Inc. * .................. $ 3,365,670 185,000 webMethods, Inc. * ........................... 1,825,950 ------------ 5,191,620 ELECTRICAL EQUIPMENT (4.9%) 53,000 Belden CDT, Inc .............................. 1,751,650 33,500 Garmin Ltd ................................... 3,532,240 87,000 General Cable Corp. * ........................ 3,045,000 40,000 Thomas & Betts Corp. * ....................... 2,052,000 ------------ 10,380,890 ELECTRONICS (4.8%) 105,000 AVX Corp ..................................... 1,657,950 76,500 Benchmark Electronics, Inc. * ................ 1,845,180 160,000 KEMET Corp. * ................................ 1,475,200 45,000 Molex, Inc ................................... 1,510,650 60,000 Plexus Corp. * ............................... 2,052,600 75,000 Technitrol, Inc .............................. 1,736,250 ------------ 10,277,830 ENTERTAINMENT (0.9%) 60,000 Walt Disney Co. (The) ........................ 1,800,000 ENVIRONMENTAL (0.9%) 56,000 Waste Management, Inc ........................ 2,009,280 FOOD PROCESSING (0.8%) 42,000 Archer-Daniels-Midland Co .................... 1,733,760 FURNITURE/HOME FURNISHINGS (0.7%) 66,000 Select Comfort Corp. * ....................... 1,516,020 HUMAN RESOURCES (2.4%) 57,000 Kelly Services, Inc. Class A ................. 1,548,690 114,000 MPS Group, Inc. * ............................ 1,716,840 38,000 Volt Information Sciences, Inc. * ............ 1,770,800 ------------ 5,036,330 INDUSTRIAL SERVICES (3.1%) 54,000 Amdocs Ltd. * ................................ 1,976,400 50,000 Expeditors International of Washington, Inc ............................ 2,800,500 100,000 Quanta Services, Inc. * ...................... 1,733,000 ------------ 6,509,900 INFORMATION SERVICES (1.5%) 120,000 Gartner, Inc. * .............................. 1,704,000 40,000 Thomson Corp. (The) .......................... 1,540,800 ------------ 3,244,800 See Notes to Financial Statements. -------------------------------------------------------------------------------- 6 The Value Line Fund, Inc. June 30, 2006 (unaudited) -------------------------------------------------------------------------------- Shares Value -------------------------------------------------------------------------------- INTERNET (3.9%) 33,000 CheckFree Corp. * ............................ $ 1,635,480 112,000 E*Trade Financial Corp. * .................... 2,555,840 150,000 RSA Security, Inc. * ......................... 4,078,500 ------------ 8,269,820 MACHINERY (3.7%) 80,000 Gardner Denver, Inc. * ....................... 3,080,000 34,000 Manitowoc Company, Inc. (The) ................ 1,513,000 32,000 Terex Corp. * ................................ 3,158,400 ------------ 7,751,400 MANUFACTURED HOUSING/ RECREATIONAL VEHICLE (0.8%) 35,000 Thor Industries, Inc ......................... 1,695,750 MARITIME (1.0%) 54,000 Kirby Corp. * ................................ 2,133,000 MEDICAL SUPPLIES (0.8%) 55,000 Illumina, Inc. * ............................. 1,631,300 METALS & MINING DIVERSIFIED (1.4%) 31,000 Alcan, Inc ................................... 1,455,140 61,000 AMCOL International Corp ..................... 1,607,350 ------------ 3,062,490 NATURAL GAS -- DIVERSIFIED (0.7%) 100,000 El Paso Corp ................................. 1,500,000 NEWSPAPER (1.0%) 105,000 News Corp. Class B ........................... 2,118,900 OILFIELD SERVICES/ EQUIPMENT (4.5%) 100,000 Global Industries Ltd. * ..................... 1,670,000 48,000 Schlumberger Ltd ............................. 3,125,280 88,000 TETRA Technologies, Inc. * ................... 2,665,520 42,000 Weatherford International Ltd. * ............. 2,084,040 ------------ 9,544,840 PRECIOUS METALS (0.8%) 51,000 Agnico-Eagle Mines Ltd ....................... 1,687,080 PRECISION INSTRUMENT (1.4%) 80,000 Newport Corp. * .............................. 1,289,600 72,000 Veeco Instruments, Inc. * .................... 1,716,480 ------------ 3,006,080 RAILROAD (1.7%) 25,000 CSX Corp ..................................... $ 1,761,000 49,000 Genesee & Wyoming, Inc. Class A* ............. 1,738,030 ------------ 3,499,030 RETAIL -- AUTOMOTIVE (1.1%) 43,000 Group 1 Automotive, Inc ...................... 2,422,620 RETAIL -- SPECIAL LINES (6.4%) 30,000 Best Buy Co., Inc ............................ 1,645,200 50,000 Christopher & Banks Corp ..................... 1,450,000 81,000 Circuit City Stores, Inc ..................... 2,204,820 94,000 Dress Barn, Inc. (The) * ..................... 2,382,900 120,000 Gymboree Corp. (The) * ....................... 4,171,200 46,000 Too, Inc. * .................................. 1,765,940 ------------ 13,620,060 RETAIL BUILDING SUPPLY (1.0%) 60,000 Home Depot, Inc. (The) ....................... 2,147,400 RETAIL STORE (1.8%) 61,000 Dillard's, Inc. Class A ...................... 1,942,850 31,000 Kohl's Corp. * ............................... 1,832,720 ------------ 3,775,570 SECURITIES BROKERAGE (4.7%) 12,000 Bear Stearns Companies, Inc. (The) ........... 1,680,960 200,000 Charles Schwab Corp. (The) ................... 3,196,000 5,000 Chicago Mercantile Exchange Holdings, Inc. ............................. 2,455,750 43,000 Morgan Stanley ............................... 2,718,030 ------------ 10,050,740 SEMICONDUCTOR (7.2%) 187,500 Amkor Technology, Inc. * ..................... 1,773,750 170,000 Cirrus Logic, Inc. * ......................... 1,383,800 36,000 Cymer, Inc. * ................................ 1,672,560 120,000 Integrated Device Technology, Inc. * ..................................... 1,701,600 113,000 Intersil Corp. Class A ....................... 2,627,250 300,000 LSI Logic Corp. * ............................ 2,685,000 157,000 NVIDIA Corp. * ............................... 3,342,530 ------------ 15,186,490 SHOE (2.0%) 63,000 Skechers U.S.A., Inc. Class A* ............... 1,518,930 90,000 Steven Madden Ltd ............................ 2,665,800 ------------ 4,184,730 See Notes to Financial Statements. -------------------------------------------------------------------------------- 7 The Value Line Fund, Inc. Schedule of Investments June 30, 2006 (unaudited) -------------------------------------------------------------------------------- Shares Value -------------------------------------------------------------------------------- STEEL -- GENERAL (2.3%) 23,000 Carpenter Technology Corp .................... $ 2,656,500 28,000 Reliance Steel & Aluminum Co ................. 2,322,600 ------------ 4,979,100 TELECOMMUNICATION SERVICES (1.4%) 57,000 AT&T, Inc .................................... 1,589,730 175,000 Qwest Communications International, Inc. * ........................ 1,415,750 ------------ 3,005,480 TELECOMMUNICATIONS EQUIPMENT (1.0%) 68,000 CommScope, Inc. * ............................ 2,136,560 TRUCKING/TRANSPORTATION LEASING (1.7%) 60,000 Swift Transportation Co., Inc. * ............. 1,905,600 53,000 United Rentals, Inc. * ....................... 1,694,940 ------------ 3,600,540 WIRELESS NETWORKING (1.4%) 25,000 Itron, Inc.* ................................. 1,481,500 87,000 Palm, Inc. * ................................. 1,400,700 ------------ 2,882,200 TOTAL COMMON STOCK AND TOTAL INVESTMENT SECURITIES (96.6%) (Cost $192,233,139) ..... 204,802,130 ------------ Principal Amount Value -------------------------------------------------------------------------------- REPURCHASE AGREEMENTS (3.6%) $ 3,700,000 With Morgan Stanley & Co., 4.43%, dated 6/30/06, due 7/3/06, delivery value $3,701,366 (collateralized by $3,880,000 U.S. Treasury Notes 3.625%, due 7/15/09, with a value of $3,783,234) ................ $ 3,700,000 3,900,000 With UBS Securities, LLC, 4.30%, dated 6/30/06, due 7/3/06, delivery value $3,901,398 (collateralized by $4,009,000 U.S. Treasury Notes 5.25%, due 11/15/28, with a value of $4,012,132) ................ 3,900,000 ------------ TOTAL REPURCHASE AGREEMENTS (Cost $7,600,000) .......................... 7,600,000 ------------ LIABILITIES IN EXCESS OF CASH AND OTHER ASSETS (-0.2%) ........ $ (434,649) ------------ NET ASSETS (100%) ............................................. $211,967,481 ------------ NET ASSET VALUE OFFERING AND REDEMPTION PRICE, PER OUTSTANDING SHARE ($211,967,481 divided by 15,727,531 shares outstanding) ......................................... $ 13.48 ------------ * Non-income producing security ADR American Depositary Receipt See Notes to Financial Statements. -------------------------------------------------------------------------------- 8 The Value Line Fund, Inc. Statement of Assets and Liabilities at June 30, 2006 (unaudited) -------------------------------------------------------------------------------- Assets: Investment securities, at value (Cost - $192,233,139) ....................................... $ 204,802,130 Repurchase agreements (Cost - $7,600,000) ......................................... 7,600,000 Cash .......................................................... 168,856 Receivable for securities sold ................................ 8,419,877 Receivable for capital shares sold ............................ 101,179 Interest and dividends receivable ............................. 54,978 Prepaid expenses .............................................. 18,550 ------------- Total Assets .............................................. 221,165,570 ------------- Liabilities: Payable for securities purchased .............................. 8,946,010 Payable for capital shares repurchased ........................ 19,398 Accrued expenses: Advisory fee ................................................ 113,086 Service and distribution plan fees .......................... 41,914 Directors' fees ............................................. 3,711 Other ....................................................... 73,970 ------------- Total Liabilities ......................................... 9,198,089 ------------- Net Assets .................................................... $ 211,967,481 ------------- Net assets consist of: Capital stock, at $1.00 par value (authorized 50,000,000, outstanding 15,727,531 shares) .................. 15,727,531 Additional paid-in capital .................................... 158,776,304 Accumulated net investment loss ............................... (645,912) Accumulated net realized gain on investments .................. 25,540,567 Net unrealized appreciation of investments and foreign exchange translations ........................... 12,568,991 ------------- Net Assets .................................................... $ 211,967,481 ------------- Net Asset Value, Offering and Redemption Price Per Outstanding Share ($211,967,481 / 15,727,531 shares outstanding) ......................................... $ 13.48 Statement of Operations for the Six Months Ended June 30, 2006 (unaudited) -------------------------------------------------------------------------------- Investment Income: Dividends (Net of foreign withholding tax of $6,607) .................................................. $ 407,644 Interest ...................................................... 185,584 ------------ Total Income ................................................ 593,228 ------------ Expenses: Advisory fee .................................................. 743,447 Service and distribution plan fees ............................ 276,405 Transfer agent fees ........................................... 68,685 Printing ...................................................... 33,916 Auditing and legal fees ....................................... 28,241 Custodian fees ................................................ 24,701 Postage ....................................................... 15,855 Registration and filing fees .................................. 15,468 Insurance ..................................................... 12,531 Directors' fees and expenses .................................. 11,485 Telephone ..................................................... 8,607 Other ......................................................... 3,264 ------------ Total Expenses Before Custody Credits ..................... 1,242,605 Less: Custody Credits ..................................... (3,465) ------------ Net Expenses .............................................. 1,239,140 ------------ Net Investment Loss ........................................... (645,912) ------------ Net Realized and Unrealized Gain (Loss) on Investments and Foreign Exchange Transactions: Net Realized Gain ........................................... 17,541,273 Change in Net Unrealized Appreciation/ (Depreciation) ............................................ (11,175,293) ------------ Net Realized Gain and Change in Net Unrealized Appreciation/(Depreciation) on Investments and Foreign Exchange Transactions ................................................ 6,365,980 ------------ Net Increase in Net Assets from Operations .................... $ 5,720,068 ------------ See Notes to Financial Statements. -------------------------------------------------------------------------------- 9 The Value Line Fund, Inc. Statement of Changes in Net Assets for the Six Months Ended June 30, 2006 (unaudited) and for the Year Ended December 31, 2005 -------------------------------------------------------------------------------- Six Months Ended June 30, 2006 Year Ended (unaudited) December 31, 2005* -------------------------------------- Operations: Net investment loss ..................................... $ (645,912) $ (1,091,265) Net realized gain on investments ........................ 17,541,273 30,381,922 Change in net unrealized appreciation/(depreciation) .... (11,175,293) (8,531,970) -------------------------------------- Net increase in net assets from operations .............. 5,720,068 20,758,687 -------------------------------------- Distributions to Shareholders: Net realized gain from investment transactions .......... -- (31,360,687) -------------------------------------- Capital Share Transactions: Proceeds from sale of shares ............................ 3,962,153 8,141,726 Proceeds from reinvestment of distributions to shareholders .......................................... -- 29,592,814 Cost of shares repurchased .............................. (11,430,092) (28,442,441) -------------------------------------- Increase/(decrease) from capital share transactions ..... (7,467,939) 9,292,099 -------------------------------------- Total Decrease in Net Assets .............................. (1,747,871) (1,309,901) Net Assets: Beginning of period ..................................... 213,715,352 215,025,253 -------------------------------------- End of period ........................................... $ 211,967,481 $ 213,715,352 ====================================== Accumulated net investment loss, at end of period ......... $ (645,912) $ -- ====================================== * Numbers were previously presented rounded to thousands. See Notes to Financial Statements. -------------------------------------------------------------------------------- 10 The Value Line Fund, Inc. Notes to Financial Statements June 30, 2006 (unaudited) -------------------------------------------------------------------------------- 1. Significant Accounting Policies The Fund is registered under the Investment Company Act of 1940, as amended, as a diversified, open-end management investment company whose primary investment objective is long-term growth of capital. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The following is a summary of significant accounting policies consistently followed by the Fund in the preparation of its financial statements. (A) Security Valuation. Securities listed on a securities exchange are valued at the closing sales prices on the date as of which the net asset value is being determined. Securities traded on the NASDAQ Stock Market are valued at the NASDAQ Official Closing Price. In the absence of closing sales prices for such securities and for securities traded in the over-the-counter market, the security is valued at the midpoint between the latest available and representative asked and bid prices. Short-term instruments with maturities of 60 days or less at the date of purchase are valued at amortized cost, which approximates market value. Short-term instruments with maturities greater than 60 days at the date of purchase are valued at the mid point between the latest available and representative asked and bid prices, and commencing 60 days prior to maturity such securities are valued at amortized cost. Securities for which market quotations are not readily available or that are not readily marketable and all other assets of the Fund are valued at fair value as the Board of Directors may determine in good faith. In addition, the Fund may use the fair value of a security when the closing market price on the primary exchange where the security is traded no longer accurately reflects the value of a security due to factors affecting one or more relevant securities markets or the specific issuer. (B) Repurchase Agreements. In connection with transactions in repurchase agreements, the Fund's custodian takes possession of the underlying collateral securities, the value of which exceeds the principal amount of the repurchase transaction, including accrued interest. To the extent that any repurchase transaction exceeds one business day, it is the Fund's policy to mark-to-market on a daily basis to ensure the adequacy of the collateral. In the event of default of the obligation to repurchase, the Fund has the right to liquidate the collateral and apply the proceeds in satisfaction of the obligation. Under certain circumstances, in the event of default or bankruptcy by the other party to the agreement, realization and/or retention of the collateral or proceeds may be subject to legal proceedings. (C) Federal Income Taxes. It is the Fund's policy to comply with the requirements of the Internal Revenue Code applicable to regulated investment companies, including the distribution requirements of the Tax Reform Act of 1986, and to distribute all of its taxable income to its shareholders. Therefore, no federal income tax provision is required. (D) Security Transactions and Distributions. Security transactions are accounted for on the date the securities are purchased or sold. Interest income is accrued as earned. Realized gains and losses on sales of securities are calculated for financial accounting and federal income tax purposes on the identified cost basis. Dividend income and distributions to shareholders are recorded on the ex-dividend date. Distributions are determined in accordance with income tax regulations which may differ from generally accepted accounting principles. (E) Foreign Currency Translation. Assets and liabilities which are denominated in foreign currencies are translated to U.S. dollars at the prevailing rates of exchange on the valuation date. The Fund does not isolate changes in the value of investments caused by foreign exchange rate differences from the changes due to other circumstances. Income and expenses are translated to U.S. dollars based upon the rates of exchange on the respective dates of such transactions. -------------------------------------------------------------------------------- 11 The Value Line Fund, Inc. Notes to Financial Statements -------------------------------------------------------------------------------- Net realized foreign exchange gains or losses arise from currency fluctuations realized between the trade and settlement dates on securities transactions, the differences between the U.S. dollar amounts of dividends, interest, and foreign withholding taxes recorded on the Fund, and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities, other than investments, at the end of the fiscal period, resulting from changes in the exchange rates. The effect of the change in foreign exchange rates on the value of investments are included in realized gain/loss on investments and change in net unrealized appreciation/depreciation on investments. (F) Representations and Idemnifications. In the normal course of business the Fund enters into contract that contain a variety of representations and warranties which provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote. 2. Capital Share Transactions, Dividends and Distributions to Shareholders Transactions in capital stock were as follows: Six Months Ended Year Ended June 30, 2006 December 31, (unaudited) 2005 ----------------------------- Shares sold .................................... 284,476 572,070 Shares issued to shareholders in reinvestment of dividends and distributions ............................ -- 2,235,100 ----------------------------- 284,476 2,807,170 Shares repurchased ............................. (816,528) (2,014,267) ============================= Net increase ................................... (532,052) 792,903 ============================= Distributions per share from net realized gains ...................... $ -- $ 2.22 ============================= 3. Purchases and Sales of Securities Purchases and sales of investment securities, excluding short-term securities, were as follows: Six Months Ended June 30, 2006 (unaudited) --------------- PURCHASES: Investment Securities ........................ $ 231,103,062 =============== SALES: Investment Securities ........................ $ 237,025,824 =============== 4. Income Taxes (unaudited) At June 30, 2006, information on the tax components of capital is as follows: Cost of investments for tax purposes ........... $ 199,833,139 ============= Gross tax unrealized appreciation .............. $ 20,155,521 Gross tax unrealized depreciation .............. (7,586,530) ------------- Net tax unrealized appreciation on investments ............................... $ 12,568,991 ============= 5. Investment Advisory Fee, Service and Distribution Fees and Transactions With Affiliates An advisory fee of $743,447 was paid or payable to Value Line, Inc., (the "Adviser"), for the six months ended June 30, 2006. This was computed at the rate of .70% of the first $100 million of the Fund's average daily net assets plus .65% on the excess thereof, and paid monthly. The Adviser provides research, investment programs, supervision of the investment portfolio and pays costs of administrative services, office space, equipment and compensation of administrative, bookkeeping and clerical personnel necessary for managing the affairs of the Fund. The Adviser also provides persons, satisfactory to the Fund's Board of Directors, to act as officers and employees of the Fund and pays their salaries and wages. The Fund bears all other costs and expenses. -------------------------------------------------------------------------------- 12 The Value Line Fund, Inc. Notes to Financial Statements June 30, 2006 (unaudited) -------------------------------------------------------------------------------- The Fund has a Service and Distribution Plan (the "Plan"), adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940, for the payment of certain expenses incurred by Value Line Securities, Inc. (the "Distributor"), a wholly-owned subsidiary of the Adviser, in advertising, marketing and distributing the Fund's shares and for servicing the Fund's shareholders at an annual rate of 0.25% of the Fund's average daily net assets. For the six months ended June 30, 2006, fees amounting to $276,405 were paid or payable to the Distributor under this Plan. For the six months ended June 30, 2006, the Fund's expenses were reduced by $3,465 under a custody credit arrangement with the Custodian. Certain officers and directors of the Adviser and the Distributor are also officers and directors of the Fund. The Adviser and/or affiliated companies and the Value Line, Inc. Profit Sharing and Savings Plan owned 592,322 shares of the Fund's capital stock, representing 3.77% of the outstanding shares at June 30, 2006. In addition, officers and directors of the Fund as a group owned 10,577 shares of the Fund, representing less than 1% of the outstanding shares. -------------------------------------------------------------------------------- 13 The Value Line Fund, Inc. Financial Highlights -------------------------------------------------------------------------------- Selected data for a share of capital stock outstanding throughout each period: Six Months Ended June 30. Years Ended December 31, 2006 --------------------------------------------------------------------------- (unaudited) 2005 2004 2003 2002 2001 -------------------------------------------------------------------------------------------- Net asset value, beginning of period $ 13.14 $ 13.90 $ 14.25 $ 13.67 $ 18.49 $ 21.37 -------------------------------------------------------------------------------------------- Income (loss) from Investment Operations: Net investment loss (.04) (.07) (.08) (.03) (.05) (.04) Net gains or losses on securities (both realized and unrealized) .38 1.53 1.80 2.24 (4.64) (2.70) -------------------------------------------------------------------------------------------- Total from investment operations .34 1.46 1.72 2.21 (4.69) (2.74) -------------------------------------------------------------------------------------------- Less distributions: Distributions from net realized gains -- (2.22) (2.07) (1.63) (.13) (.14) -------------------------------------------------------------------------------------------- Net asset value, end of period $ 13.48 $ 13.14 $ 13.90 $ 14.25 $ 13.67 $ 18.49 ============================================================================================ Total return 2.59%(2) 10.40% 12.09% 16.28% (25.35)% (12.82)% ============================================================================================ Ratios/Supplemental Data: Net assets, end of period (in thousands) $ 211,967 $ 213,715 $ 215,025 $ 216,047 $ 206,338 $ 303,034 Ratio of expenses to average net assets (1) 1.12%(3) 1.13% 1.13% 1.13% 1.11% 1.04% Ratio of net investment loss to average net assets (0.58)%(3) (0.52)% (0.58)% (0.19)% (0.31)% (0.18)% Portfolio turnover rate 108%(2) 224% 297% 129% 33% 45% (1) Ratios reflect expenses grossed up for custody credit arrangement. The ratio of expenses to average net of custody credits would have been 1.03% for the year ended December 31, 2001, and unchanged for the six months ended June 30, 2006, and for the years ended December 31, 2005, 2004, 2003, and 2002. (2) Not annualized. (3) Annualized. See Notes to Financial Statements. -------------------------------------------------------------------------------- 14 The Value Line Fund, Inc. -------------------------------------------------------------------------------- FACTORS CONSIDERED BY THE INDEPENDENT DIRECTORS IN APPROVING THE INVESTMENT ADVISORY AGREEMENT FOR VALUE LINE FUND, INC. The Investment Company Act of 1940 requires that the Fund's investment advisory agreement (the "Agreement") be approved annually by both the Board of Directors (collectively, "the Directors") and a majority of the Directors who are not affiliated with Value Line, Inc., the Fund's investment adviser ("Value Line") (the "Independent Directors"), voting separately. The Directors have determined that the terms of the Fund's Agreement are fair and reasonable and that renewal of the contract is in the best interests of the Fund and its shareholders. In making such determinations, the Independent Directors relied upon the assistance of counsel to the Independent Directors. Throughout the year, including the meeting specifically focused upon the review of the Agreement, the Independent Directors met in executive sessions separately from the Interested Directors of the Fund and any officers of Value Line. Both in meetings which specifically addressed the approval of the Agreement and at other meetings during the course of the year, the Directors, including the Independent Directors, received materials relating to Value Line's investment and management services under the Agreement. These materials included information on: (i) the investment performance of the Fund compared to a peer group of funds ("Performance Universe") and its benchmark index, each as classified by Lipper, Inc., an independent evaluation service ("Lipper"); (ii) sales and redemption data with respect to the Fund; (iii) the general investment outlook in the markets in which the Fund invests; (iv) arrangements with respect to the distribution of the Fund's shares; (v) the allocation of the Fund's brokerage; and (vi) the overall quality and scope of services provided by Value Line. As part of the review of the Agreement, the Independent Directors requested, and Value Line provided, additional information in order to evaluate the quality of Value Line's services and the reasonableness of its fees under the Agreement. In a separate executive session, the Independent Directors engaged in an extensive review of the following information, which included data comparing: (i) the Fund's average management fees, transfer agent/custodian fees, service fees (including 12b-1 fees), and other non-management fees, to those incurred by a peer group of funds consisting of the Fund and nine other retail no-load multi-cap growth funds, as classified by Lipper ("Expense Group") and a peer group of funds consisting of the Fund, the Expense Group and all other retail no-load multi-cap growth funds, excluding outliers ("Expense Universe"); (ii) the Fund's average expense ratio to those of its Expense Group and Expense Universe; (iii) the Fund's investment performance to the average performance of the Performance Universe as well as the Lipper Index; (iv) Value Line's financial results and conditions, including Value Line's and certain of its affiliates' profitability from the services that have been performed for the Fund as well as the Value Line family of funds; (v) the Fund's current investment management staffing; and (vi) the Fund's potential for achieving economies of scale. The following summarizes matters considered by the Directors in connection with their renewal of the Agreement. However, the Directors did not identify any single factor as all-important or controlling, and the summary does not detail all the matters that were considered. Investment Performance. The Directors reviewed the Fund's overall investment performance and compared it to its Performance Universe and the Lipper Index. The Directors noted that, although the Fund's performance for the three-year and 10-year periods ended December 31, 2005 was below the Performance Universe average and the Lipper Index, the Fund's performance for the one-year and five-year periods ended December 31, 2005 exceeded the performance of the Performance Universe average and the Lipper Index. -------------------------------------------------------------------------------- 15 The Value Line Fund, Inc. -------------------------------------------------------------------------------- Value Line's Personnel and Methods. The Directors reviewed the background of members of the team responsible for the daily management of the Fund, achieving the Fund's investment objective and adhering to the Fund's investment strategy. The Independent Directors also engaged in discussions with Value Line's senior management who are responsible for the overall functioning of the Fund's investment operations. Based on this review, the Directors concluded that the Fund's management team and Value Line's overall resources were well developed and that Value Line had investment management capabilities and personnel essential to performing its duties under the Agreement. Management Fee and Expenses. The Directors considered Value Line's fee under the Agreement relative to the management fees charged by its Expense Group and Expense Universe averages. The Directors noted that the Fund's management fee for the most recent fiscal year was lower than both the Expense Group average and the Expense Universe average. The Directors also noted that the Fund's total expense ratio for the most recent fiscal year was lower than both the Expense Group average and the Expense Universe average. Based on this information, the Directors concluded that the Fund's management fees and total expense ratio were reasonable. Nature and Quality of Other Services. The Directors considered the nature, quality, cost and extent of other services provided by Value Line and its affiliates under various other contracts, and their overall supervision of third party service providers. Based on this review, the Directors concluded that the nature, quality, cost and extent of such other services provided by Value Line and its affiliates were satisfactory, reliable and beneficial to the Fund's shareholders. Profitability. The Directors considered the level of Value Line's profits with respect to the management of the Fund, including the impact of certain actions taken during 2004 and 2005. This consideration included a review of Value Line's methodology in allocating certain of its costs to the management of each Fund, Value Line's voluntary reduction of management and/or Rule 12b-1 fees for certain Funds, Value Line's termination of the use of soft dollar research, and the cessation of trading through its affiliate, Value Line Securities, Inc. The Directors concluded that Value Line's profits from management of the Funds, including the financial results derived from the Fund, bear a reasonable relationship to the services rendered and are fair for the management of the Fund in light of the business risks involved. Economies of Scale. The Directors noted that, given the current and anticipated size of the Fund, any perceived and potential economies of scale were not yet a relevant consideration for the Fund and the addition of break points was determined not to be necessary at this time. Conclusion. The Directors, in light of Value Line's overall performance, considered it appropriate to continue to retain Value Line as the Fund's investment adviser. Based on their evaluation of all material factors deemed relevant, and with the advice of independent counsel, the Directors concluded that the Fund's Agreement is fair and reasonable and voted to approve the continuation of the Agreement for another year. -------------------------------------------------------------------------------- 16 The Value Line Fund, Inc. -------------------------------------------------------------------------------- The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission ("SEC") for the first and third quarters of each fiscal year on Form N-Q. The Fund's Forms N-Q are available on the SEC's website at http://www.sec.gov and may be reviewed and copied at the SEC's Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities, and information regarding how the Fund voted these proxies during the most recent 12-month period ended June 30 is available through the Fund's website at http://www.vlfunds.com and on the SEC's website at http://www.sec.gov. The description of the policies and procedures is also available without charge, upon request, by calling 1-800-243-2729. -------------------------------------------------------------------------------- 17 The Value Line Fund, Inc. Management of the Fund -------------------------------------------------------------------------------- MANAGEMENT INFORMATION The business and affairs of the Fund are managed by the Fund's officers under the direction of the Board of Directors. The following table sets forth information on each Director and Officer of the Fund. Each Director serves as a director or trustee of each of the 14 Value Line Funds. Each Director serves until his or her successor is elected and qualified. Other Length of Principal Occupation Directorships Name, Address, and Age Position Time Served During the Past 5 Years Held by Director ------------------------------------------------------------------------------------------------------------ Interested Director* -------------------- Jean Bernhard Buttner Chairman of the Since 1983 Chairman, President and Chief Value Line, Inc. Age 71 Board of Executive Officer of Value Directors Line, Inc. (the "Adviser") and and President Value Line Publishing, Inc. Chairman and President of each of the 14 Value Line Funds and Value Line Securities, Inc. (the "Distributor "). ------------------------------------------------------------------------------------------------------------ Non-Interested Directors ------------------------ John W. Chandler Director Since 1991 Consultant, Academic Search None 18 Victoria Lane Consultation Service, Inc., Lanesboro, MA 01237 1994-2004; Trustee Emeritus Age 82 and Chairman (1993-1994) of the Board of Trustees of Duke University; President Emeritus, Williams College. ------------------------------------------------------------------------------------------------------------ Frances T. Newton Director Since 2000 Customer Support Analyst, None 4921 Buckingham Drive Duke Power Company. Charlotte, NC 28209 Age 64 ------------------------------------------------------------------------------------------------------------ Francis C. Oakley Director Since 2000 Professor of History, Berkshire Life 54 Scott Hill Road Williams College, 1961 to Insurance Williamstown, MA 01267 2002. Professor Emeritus Company Age 74 since 2002. Professor of America Emeritus since 1994 and President, 1985-1994; Chairman (1993-1997) and Interim President (2002-2003) of the American Council of Learned Societies. Trustee since 1997 and Chairman of the Board since 2005, National Humanities Center. ------------------------------------------------------------------------------------------------------------ David H. Porter Director Since 1997 Visiting Professor of None 5 Birch Run Drive Classics, Williams College, Saratoga Springs, NY since 1999; President 12866 Emeritus, Skidmore Age 70 College since 1999 and President, 1987-1998. ------------------------------------------------------------------------------------------------------------ 18 -------------------------------------------------------------------------------- The Value Line Fund, Inc. Management of the Fund -------------------------------------------------------------------------------- Other Length of Principal Occupation Directorships Name, Address, and Age Position Time Served During the Past 5 Years Held by Director ------------------------------------------------------------------------------------------------------------ Paul Craig Roberts Director Since 1987 Chairman, Institute for A. Schulman 169 Pompano St Political Economy. Inc. (plastics) Panama City Beach, FL 32413 Age 67 ------------------------------------------------------------------------------------------------------------ Nancy-Beth Sheer Director Since 1996 Senior Financial Adviser, None 1409 Beaumont Drive Veritable L.P. Gladwyne, PA 19035 (Investment Adviser) Age 57 since 2004; Senior Financial Adviser Hawthorn, 2001-2004. ------------------------------------------------------------------------------------------------------------ Officers -------- David T. Henigson Vice President, Since 1994 Director, Vice President Age 48 Secretary and and Compliance Officer of Chief the Adviser. Director and Compliance Vice President of the Officer Distributor. Vice President, Secretary, and Chief Compliance Officer of each of the 14 Value Line Funds. ------------------------------------------------------------------------------------------------------------ Stephen R. Anastasio Treasurer Since 2005 Controller of the Adviser Age 47 until 2003; Chief Financial Officer of the Adviser, 2003-2005; Treasurer of the Adviser since 2005. Treasurer of each of the 14 Value Line Funds ------------------------------------------------------------------------------------------------------------ Howard A. Brecher Assistant Since 2005 Director, Vice President Age 51 Secretary/ and Secretary of the Assistant Adviser. Director and Treasurer Vice President of the Distributor. ------------------------------------------------------------------------------------------------------------ * Mrs. Buttner is an "interested person" as defined in the Investment Company Act of 1940 by virtue of her positions with the Adviser and her indirect ownership of a controlling interest in the Adviser. Unless otherwise indicated, the address for each of the above is 220 East 42nd Street, New York, NY 10017. -------------------------------------------------------------------------------- The Fund's Statement of Additional Information (SAI) includes additional information about the Fund's directors and is available, without charge, upon request by calling 1-800-243-2729 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- 19 The Value Line Fund, Inc. The Value Line Family of Funds -------------------------------------------------------------------------------- 1950 -- The Value Line Fund seeks long-term growth of capital. Current income is a secondary objective. 1952 -- Value Line Income and Growth Fund's primary investment objective is income, as high and dependable as is consistent with reasonable risk. Capital growth to increase total return is a secondary objective. 1956 -- Value Line Premier Growth Fund seeks long-term growth of capital. No consideration is given to current income in the choice of investments. 1972 -- Value Line Larger Companies Fund's sole investment objective is to realize capital growth. 1979 -- The Value Line Cash Fund, a money market fund, seeks to secure as high a level of current income as is consistent with maintaining liquidity and preserving capital. An investment in the Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund. 1981 -- Value Line U.S. Government Securities Fund seeks maximum income without undue risk to capital. Under normal conditions, at least 80% of the value of its net assets will be invested in securities issued or guaranteed by the U.S. Government and its agencies and instrumentalities. 1983 -- Value Line Centurion Fund* seeks long-term growth of capital. 1984 -- The Value Line Tax Exempt Fund seeks to provide investors with the maximum income exempt from federal income taxes while avoiding undue risk to principal. The Fund may be subject to state and local taxes and the Alternative Minimum Tax (if applicable). 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. 1987 -- Value Line New York Tax Exempt Trust seeks to provide New York taxpayers with the maximum income exempt from New York State, New York City and federal income taxes while avoiding undue risk to principal. The Trust may be subject to state and local taxes and the Alternative Minimum Tax (if applicable). 1987 -- Value Line Strategic Asset Management Trust* seeks to achieve a high total investment return consistent with reasonable risk. 1993 -- Value Line Emerging Opportunities Fund invests primarily in common stocks or securities convertible into common stock, with its primary objective being long-term growth of capital. 1993 -- Value Line Asset Allocation Fund seeks high total investment return, consistent with reasonable risk. The Fund invests in stocks, bonds and money market instruments utilizing quantitative modeling to determine the asset mix. * Only available through the purchase of Guardian Investor, a tax deferred variable annuity, or Value Plus, a variable life insurance policy. For more complete information about any of the Value Line Funds, including charges and expenses, send for a prospectus from Value Line Securities, Inc., 220 East 42nd Street, New York, New York 10017-5891 or call 1-800-243-2729, 9am-5pm CST, Monday-Friday, or visit us at www.valueline.com. Read the prospectus carefully before you invest or send money. -------------------------------------------------------------------------------- 20 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 CUSTODIAN BANK State Street Bank and Trust Co. 225 Franklin Street Boston, MA 02110 SHAREHOLDER State Street Bank and Trust Co. SERVICING AGENT c/o BFDS P.O. Box 219729 Kansas City, MO 64121-9729 INDEPENDENT PricewaterhouseCoopers LLP REGISTERED PUBLIC 300 Madison Avenue ACCOUNTING FIRM New York, NY 10017 LEGAL COUNSEL Peter D. Lowenstein, Esq. Two Sound View Drive, Suite 100 Greenwich, CT 06830 DIRECTORS Jean Bernhard Buttner John W. Chandler Frances T. Newton Francis C. Oakley David H. Porter Paul Craig Roberts Nancy-Beth Sheerr OFFICERS Jean Bernhard Buttner Chairman and President David T. Henigson Vice President/Secretary/ Chief Compliance Officer Stephen R. Anastasio Treasurer Howard A. Brecher Assistant Secretary/ Assistant Treasurer This unaudited report is issued for information of shareholders. It is not authorized for distribution to prospective investors unless preceded or accompanied by a currently effective prospectus of the Fund (obtainable from the Distributor). #536791 Item 2. Code of Ethics N/A Item 3. Audit Committee Financial Expert. N/A Item 4. Principal Accountant Fees and Services N/A Item 11. Controls and Procedures. (a) The registrant's principal executive officer and principal financial officer have concluded that the registrant's disclosure controls and procedures (as defined in rule 30a-2(c) under the Act (17 CFR 270.30a-2(c)) based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this report, are appropriately designed to ensure that material information relating to the registrant is made known to such officers and are operating effectively. (b) The registrant's principal executive officer and principal financial officer have determined that there have been no significant changes in the registrant's internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including corrective actions with regard to significant deficiencies and material weaknesses. Item 12. Exhibits. (a) (1) Certification pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2) attached hereto as Exhibit 99.CERT. (2) Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 attached hereto as Exhibit 99.906.CERT. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. By: /s/ Jean B. Buttner -------------------------- Jean B. Buttner, President Date: 09/08/2006 ---------- Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By: /s/ Jean B. Buttner ------------------------------------------------------------ Jean B. Buttner, President, Principal Executive Officer By: /s/ Stephen R. Anastasio ------------------------------------------------------------ Stephen R. Anastasio, Treasurer, Principal Financial Officer Date: 09/08/2006 ----------