-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TH9uHasdKB2CT/bhSz7KE66Qis6qRDftWPiO1QfnZVLDRj7RRG3u4nKhGivM9kQb XTp4y/FyTesa8scEx5yd9Q== 0000897101-04-000449.txt : 20040308 0000897101-04-000449.hdr.sgml : 20040308 20040308133720 ACCESSION NUMBER: 0000897101-04-000449 CONFORMED SUBMISSION TYPE: N-CSR PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20031231 FILED AS OF DATE: 20040308 EFFECTIVENESS DATE: 20040308 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VALUE LINE CENTURION FUND INC CENTRAL INDEX KEY: 0000726994 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: N-CSR SEC ACT: 1940 Act SEC FILE NUMBER: 811-03835 FILM NUMBER: 04654292 BUSINESS ADDRESS: STREET 1: 220 E 42ND ST CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2126873965 N-CSR 1 vl-cent041177_ncsr.txt 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 811-3835 -------- Value Line Centurion 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, 2003 ----------------- Date of reporting period: December 31, 2003 ----------------- Item 1. Reports to Stockholders. - ------- ------------------------ A copy of the Annual Report to Stockholders for the period ended is included with this Form. Item 2. Code of Ethics - ------- -------------- (a) The Registrant has adopted a Code of Ethics that applies to its Principal Executive Officers and Principal Financial and Accounting Officer. (f) Pursuant to item 10(a), the Registrant is attaching as an exhibit a copy of it's Code of Ethics that applies to it's Principal Executive Officers and Principal Financial and Accounting Officer. Item 3. Audit Committee Financial Expert. - ------- --------------------------------- (a)(1) The Registrant has an Audit Committee Financial Expert serving on its Audit Committee. (2) The Registrant's Board has designated John W. Chandler, a member of the Registrant's Audit Committee, as the Registrant's Audit Committee Financial Expert. Mr. Chandler is an independent director who is a senior consultant with Academic Search Consultation Service. He spent most of his professional career at Williams College, where he served as a faculty member, Dean of the Faculty, and President (1973-85). He also served as President of Hamilton College (1968-73), and as President of the Association of American Colleges and Universities (1985-90). He has previously served as Trustee Emeritus and Chairman of the Board of Trustees of Duke University. A person who is designated as an "audit committee financial expert" shall not make such person an "expert" for any purpose, including without limitation under Section 11 of the Securities Act of 1933 or under applicable fiduciary laws, as a result of being designated or identified as an audit committee financial expert. The designation or identification or a person as an audit committee financial expert does not impose on such person any duties, obligations, or liabilities that are greater than the duties, obligations, and liabilities imposed on such person as a member of the audit committee and Board of Trustees in the absence of such designation or identification. Item 4. Principal Accountant Fees and Services - ------- -------------------------------------- (a) Audit Fees 2003 - $29,140; Audit Fees 2002 - $39,074 (b) Audit-Related fees - None (c) Tax Preparation Fees 2003 - $6,090; Tax Preparation Fees 2002 - $4,020 (d) All Other Fees - None (e) (1) Audit Committee Pre-Approval Policy. All services to be performed for the Registrant by PricewaterhouseCoopers LLP must be pre-approved by the audit committee. All services performed during 2003 and 2002 were pre-approved by the committee. (e) (2) not applicable. (f) Not applicable. (g) Aggregate Non-Audit Fees 2003 - $6,090; Aggregate Non-Audit Fees 2002 - $4,020 (h) Not applicable. Item 9. 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 the date within 90 days of 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 10. Exhibits. - -------- --------- (a) Code of Ethics for Principal Executive and Senior Financial Officers attached hereto as Exhibit 100.COE. (b) (1) Certification pursuant to Rule 30a-2 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.(Registrant) Value Line Centurion Fund, Inc. By /s/ Jean B. Buttner ------------------------------------- Jean B. Buttner, President Date: March 8, 2004 ------------------------------------- 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/ David T. Henigson ------------------------------------------------------------------------- David T. Henigson, Vice President, Treasurer, Principal Financial Officer Date: March 8, 2004 ------------------------------------- VALUE LINE CENTURION FUND [PHOTO] Brett R. Mitstifer, CFA (seated), Senior Portfolio Manager, Centurion Team Leader; Nancy L. Bendig, Senior Portfolio Manager; Sigourney B. Romaine, Jr., CFA, Portfolio Manager OBJECTIVE: Long-term growth of capital PORTFOLIO: At least 90% common stocks INCEPTION: November 15, 1983 NET ASSETS AT DECEMBER 31, 2003: $355,434,729 Q: HOW DID THE VALUE LINE CENTURION FUND PERFORM IN 2003? A: The Fund generated a total return of 19.49%(1) for the year ended December 31, 2003. This compares with a total return of 28.68% for the S&P 500 Index.(2) While the Fund underperformed the S&P 500 for the year, it outperformed during the first and third quarters. The Fund's holdings that generated favorable performance during the first and third quarters, high quality companies with proven earnings growth, caused the underperformance during the second and fourth quarters as lower quality companies with less predictable earnings streams lead the markets in those periods. Q: WHAT FACTORS AFFECTED THE FUND'S PERFORMANCE LAST YEAR? A: When the market rally began, following the removal of uncertainty surrounding the war with Iraq, investors made a shift toward riskier companies before there was evidence that these companies had seen any real improvement in their businesses. The Value Line Timeliness Ranking System favors stocks with strong relative earnings growth, positive earnings surprise and strong relative price momentum. The leaders during the early phase of the rally did not rank well, and, therefore, were not represented in the Fund. Technology stocks, especially telecom equipment, are an example of stocks that were underweighted due to poor fundamentals and low Timeliness ranks. The health care sector was overweighted in the Fund during this period due to strong relative earnings, but the stocks and sector lagged. - -------------------------------------------------------------------------------- "The Value Line Timeliness Ranking System favors stocks with strong relative earnings growth, positive earnings surprise and strong relative price momentum." - -------------------------------------------------------------------------------- As the year progressed, companies with more cyclicality to their earnings began to rise in the Ranking System. By the conclusion of the year, the technology, basic material and industrial sectors migrated to overweighted positions due to their strong relative earnings performance. Conversely, health care and financial companies have seen their exposure decline due to weaker relative earnings growth and the effect of rising interest rates. Q: WHAT IS YOUR OUTLOOK FOR THE FUTURE? A: We believe that the U.S. economy will continue to grow at a strong pace during 2004. GDP growth of 4.6% is expected as the economy continues to get a boost from strong housing demand, an active consumer sector and strengthening industrial spending. Inflation, excluding energy and commodities, should remain benign throughout 2004 and further discussion of deflation is unwarranted. The much-anticipated recovery in payroll employment has been elusive to date, but should materialize this year. Given the backdrop of modest inflation and slow payroll growth, the Federal Open Market Committee (FOMC) is, at worst, expected to begin raising interest rates during the second half of 2004. Corporations should post another year of strong earnings due to the continued leverage provided by cost cutting, and, finally, some top-line improvement. Earnings-per-share growth for the S&P 500 will likely be in the 10-15% range, which is favorable for further stock market appreciation. Although future stock market performance is impossible to predict, the fourth year of the presidential election cycle has historically favored a rising stock market, albeit less than the third year of the cycle. However, our proprietary model has turned more neutral toward equities following the significant rise that has already taken place in the markets. From a security selection perspective, the Fund will continue to seek out those companies that have the best relative earnings growth and momentum, while avoiding those with deteriorating results. - -------------------- (1) Total return figures are historical and assume the reinvestment of dividends and distributions and the deduction of all Fund expenses. The actual total returns for owners of the variable annuity contracts or variable life insurance policies that provide for investment in the Fund will be lower to reflect separate account and contract/policy charges. Returns represent past performance and are not indicative of future results. Investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than the original cost. Current performance may be lower or higher than the data quoted. (2) The S&P 500 Index is an unmanaged index of 500 primarily large cap U.S. stocks that is generally considered to be representative of U.S. stock market activity. The S&P 500 Index is not available for direct investment, and its returns do not reflect the fees and expenses that have been deducted from the Fund. - -------------------------------------------------------------------------------- 1 VALUE LINE CENTURION FUND GROWTH OF A HYPOTHETICAL $10,000 INVESTMENT The Value Line Centurion Fund S&P 500 Index 12/83 9180.00 12242.00 12/84 8419.00 12996.10 12/85 11108.40 17097.70 12/86 12982.40 20284.70 12/87 12611.10 21353.70 12/88 13567.00 24887.70 12/89 17839.20 32754.70 12/90 18831.10 31755.70 12/91 28657.10 41431.70 12/92 30356.50 44588.80 12/93 33152.30 49083.30 12/94 32419.70 49731.20 12/95 45413.50 68420.20 12/96 53288.20 84129.50 12/97 64686.50 112195.00 12/98 82455.90 144260.00 12/99 105733.00 174613.00 12/00 92548.20 158706.00 12/01 77425.90 139836.00 12/02 59672.10 108932.00 12/03 71293.00 140174.00 To give you a comparison, the chart above shows the performance of a hypothetical $10,000 investment made in the Value Line Centurion Fund and in the S&P 500 Index. PORTFOLIO COMPOSITION BY ECONOMIC SECTOR AS OF DECEMBER 31, 2003 [PIE CHART] Cash & Equivalents 4.80% Equity 95.20% - ------------------------------------------------------ TOP 10 HOLDINGS AS OF DECEMBER 31, 2003 (HOLDINGS ARE SUBJECT TO CHANGE) Percent of Company Total Net Assets - ------------------------------------------------------ 1. Apache Corp. 2.3% - ------------------------------------------------------ 2. Stryker Corp. 2.2% - ------------------------------------------------------ 3. Dell Inc. 2.2% - ------------------------------------------------------ 4. Capital One Financial Corp. 2.1% - ------------------------------------------------------ 5. Electronic Arts Inc. 2.0% - ------------------------------------------------------ 6. Lowe's Cos Inc. 1.9% - ------------------------------------------------------ 7. Aetna Inc. 1.9% - ------------------------------------------------------ 8. Golden West Financial Corp. 1.9% - ------------------------------------------------------ 9. L-3 Communications Holdings 1.9% - ------------------------------------------------------ 10. Symantec Corp. 1.9% - ------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS(1) FOR PERIODS ENDED DECEMBER 31, 2003 1 3 5 10 SINCE INCEPTION DATE YEAR YEARS YEARS YEARS INCEPTION - -------------------------------------------------------------------------------------------------- Value Line Centurion Fund 11/15/83 19.49% -8.33% -2.87% 7.96% 10.25%
(1) Total return figures are historical and assume the reinvestment of dividends and distributions and the deduction of all Fund expenses. The actual total returns for owners of the variable annuity contracts or variable life insurance policies which provide for investment in the Fund will be lower to reflect separate account and contract/policy charges. Past performance is not indicative of future results. Investment return and principal value will fluctuate so that the value of an investor's shares, when redeemed, may be worth more or less than the original cost. The return figures shown do not reflect the deduction of taxes that a shareholder may pay on distributions or redemption of shares. Current performance may be lower or higher than the data quoted. - -------------------------------------------------------------------------------- 2 / / Value Line Centurion Fund Schedule of Investments December 31, 2003 COMMON STOCKS -- 95.2% Shares Value - ----------------------------------------------------------------------------- AEROSPACE/DEFENSE -- 1.9% 130,000 L-3 Communications Holdings, Inc.* $ 6,676,800 - ----------------------------------------------------------------------------- AIR TRANSPORT -- 0.4% 80,000 Continental Airlines, Inc. Class "B"* 1,301,600 - ----------------------------------------------------------------------------- APPAREL -- 0.1% 30,000 Guess?, Inc.* 362,100 - ----------------------------------------------------------------------------- AUTO PARTS -- 1.8% 45,000 American Axle & Manufacturing Holdings, Inc.* 1,818,900 75,000 Lear Corp. 4,599,750 ------------ 6,418,650 - ----------------------------------------------------------------------------- BANK -- 4.2% 100,000 Commerce Bancorp, Inc. 5,268,000 70,000 State Street Corporation 3,645,600 100,000 Zions Bancorporation 6,133,000 ------------ 15,046,600 - ----------------------------------------------------------------------------- BEVERAGE-ALCOHOLIC -- 1.2% 130,000 Constellation Brands, Inc. Class "A"* 4,280,900 - ----------------------------------------------------------------------------- BIOTECHNOLOGY -- 1.4% 52,000 Genentech, Inc.* 4,865,640 - ----------------------------------------------------------------------------- CABLE TV -- 1.0% 100,000 EchoStar Communications Corp. Class "A"* 3,400,000 - ----------------------------------------------------------------------------- COMPUTER & PERIPHERALS -- 2.2% 225,000 Dell, Inc.* 7,641,000 - ----------------------------------------------------------------------------- COMPUTER SOFTWARE & SERVICES -- 5.6% 85,000 Adobe Systems, Inc. 3,340,500 100,000 Cadence Design Systems, Inc.* 1,798,000 90,000 Cognizant Technology Solutions Corp. Class "A"* 4,107,600 190,000 Symantec Corp.* 6,583,500 23,000 Transaction Systems Architects, Inc. Class "A"* 520,490 100,000 VERITAS Software Corp.* 3,716,000 ------------ 20,066,090 - ----------------------------------------------------------------------------- DIVERSIFIED COMPANIES -- 1.6% 80,000 Fortune Brands, Inc. 5,719,200 - ----------------------------------------------------------------------------- DRUG -- 3.9% 65,000 Chiron Corp.* 3,704,350 65,000 Gilead Sciences, Inc.* 3,779,100 185,000 Mylan Laboratories, Inc. 4,673,100 50,000 Pfizer, Inc. 1,766,500 ------------ 13,923,050 - ----------------------------------------------------------------------------- E-COMMERCE -- 0.2% 15,000 FileNet Corp.* 406,200 23,000 WebEx Communications, Inc.* 462,300 ------------ 868,500 - ----------------------------------------------------------------------------- EDUCATIONAL SERVICES -- 1.5% 80,000 Apollo Group, Inc. Class "A"* 5,440,000 - ----------------------------------------------------------------------------- ELECTRICAL EQUIPMENT -- 1.9% 125,000 Rockwell Automation, Inc. 4,450,000 100,000 Thomas & Betts Corp.* 2,289,000 ------------ 6,739,000 - ----------------------------------------------------------------------------- ENTERTAINMENT -- 1.3% 100,000 Clear Channel Communications, Inc. 4,683,000 - ----------------------------------------------------------------------------- - ----------------------------------------------------------------------------- Shares Value - ----------------------------------------------------------------------------- ENTERTAINMENT TECHNOLOGY -- 2.0% 150,000 Electronic Arts Inc.* $ 7,167,000 - ----------------------------------------------------------------------------- ENVIRONMENTAL -- 0.2% 35,000 Tetra Tech, Inc.* 870,100 - ----------------------------------------------------------------------------- FINANCIAL SERVICES-DIVERSIFIED -- 5.0% 120,000 Capital One Financial Corp. 7,354,800 66,666 Countrywide Financial Corp. 5,056,667 125,000 Knight Trading Group, Inc.* 1,830,000 145,000 MBNA Corp. 3,603,250 ------------ 17,844,717 - ----------------------------------------------------------------------------- GROCERY -- 0.5% 25,000 Whole Foods Market, Inc. 1,678,250 - ----------------------------------------------------------------------------- HEALTHCARE INFORMATION SYSTEMS -- 0.1% 15,000 IDX Systems Corp.* 402,300 - ----------------------------------------------------------------------------- HOMEBUILDING -- 3.5% 50,000 Centex Corp. 5,382,500 50,000 Pulte Homes, Inc. 4,681,000 50,000 Standard Pacific Corp. 2,427,500 ------------ 12,491,000 - ----------------------------------------------------------------------------- HOTEL/GAMING -- 2.1% 80,000 GTECH Holdings Corp. 3,959,200 100,000 International Game Technology 3,570,000 ------------ 7,529,200 - ----------------------------------------------------------------------------- INDUSTRIAL SERVICES -- 1.1% 125,000 Amdocs Ltd.* 2,810,000 50,000 Navigant Consulting, Inc.* 943,000 ------------ 3,753,000 - ----------------------------------------------------------------------------- INFORMATION SERVICES -- 0.5% 35,000 Getty Images, Inc.* 1,754,550 - ----------------------------------------------------------------------------- INSURANCE-PROPERTY/CASUALTY -- 0.9% 125,000 American Financial Group, Inc. 3,307,500 - ----------------------------------------------------------------------------- INTERNET -- 3.3% 225,000 E*TRADE FINANCIAL Corp.* 2,846,250 200,000 EarthLink, Inc.* 2,000,000 100,000 eBay, Inc.* 6,459,000 30,000 1-800-FLOWERS.COM, Inc. Class "A"* 331,800 ------------ 11,637,050 - ----------------------------------------------------------------------------- MACHINERY -- 1.7% 100,000 Donaldson Co., Inc. 5,916,000 - ----------------------------------------------------------------------------- MEDICAL SERVICES -- 2.8% 100,000 Aetna Inc. 6,758,000 100,000 Humana Inc.* 2,285,000 30,000 Odyssey HealthCare, Inc.* 877,800 ------------ 9,920,800 - ----------------------------------------------------------------------------- MEDICAL SUPPLIES -- 6.0% 10,000 Advanced Neuromodulation Systems, Inc.* 459,800 50,000 AmerisourceBergen Corp. 2,807,500 15,000 Ocular Sciences, Inc.* 430,650 100,000 Patterson Dental Co.* 6,416,000 90,000 Stryker Corp. 7,650,900 50,000 Zimmer Holdings, Inc.* 3,520,000 ------------ 21,284,850 - ----------------------------------------------------------------------------- - -------------------------------------------------------------------------------- See notes to financial statements. * Non-income producing security. 3 Value Line Centurion Fund Schedule of Investments (Continued) - ----------------------------------------------------------------------------- Shares Value - ----------------------------------------------------------------------------- METALS & MINING-DIVERSIFIED -- 1.0% 45,000 Phelps Dodge Corp.* $ 3,424,050 - ----------------------------------------------------------------------------- NATURAL GAS -- DIVERSIFIED -- 2.1% 65,000 Devon Energy Corp. 3,721,900 20,000 Patina Oil & Gas Corp. 979,800 100,000 XTO Energy, Inc. 2,830,000 ------------ 7,531,700 - ----------------------------------------------------------------------------- OFFICE EQUIPMENT & SUPPLIES -- 1.2% 150,000 Staples, Inc.* 4,095,000 - ----------------------------------------------------------------------------- OILFIELD SERVICES/EQUIPMENT -- 0.7% 45,000 Schlumberger Ltd. 2,462,400 - ----------------------------------------------------------------------------- PAPER & FOREST PRODUCTS -- 1.2% 130,000 Georgia-Pacific Corp. 3,987,100 10,000 Potlatch Corp. 347,700 ------------ 4,334,800 - ----------------------------------------------------------------------------- PETROLEUM-PRODUCING -- 2.3% 100,000 Apache Corp. 8,110,000 - ----------------------------------------------------------------------------- PHARMACY SERVICES -- 2.5% 150,000 CVS Corp. 5,418,000 100,000 Walgreen Co. 3,638,000 ------------ 9,056,000 - ----------------------------------------------------------------------------- PRECIOUS METALS -- 1.4% 100,000 Newmont Mining Corp. 4,861,000 - ----------------------------------------------------------------------------- PRECISION INSTRUMENT -- 1.0% 125,000 Agilent Technologies, Inc.* 3,655,000 - ----------------------------------------------------------------------------- RETAIL BUILDING SUPPLY -- 2.0% 125,000 Lowe's Companies, Inc. 6,923,750 - ----------------------------------------------------------------------------- RETAIL-SPECIAL LINES -- 1.9% 100,000 Best Buy Co., Inc. 5,224,000 80,000 Pacific Sunwear of California, Inc.* 1,689,600 ------------ 6,913,600 - ----------------------------------------------------------------------------- SECURITIES BROKERAGE -- 3.0% 70,000 Legg Mason, Inc. 5,402,600 70,000 Lehman Brothers Holdings Inc. 5,405,400 ------------ 10,808,000 - ----------------------------------------------------------------------------- SEMICONDUCTOR -- 3.8% 80,000 Cypress Semiconductor Corp.* 1,708,800 70,000 International Rectifier Corp.* 3,458,700 80,000 National Semiconductor Corp.* 3,152,800 100,000 QLogic Corp.* 5,160,000 ------------ 13,480,300 - ----------------------------------------------------------------------------- SEMICONDUCTOR CAPITAL EQUIPMENT -- 0.9% 100,000 Lam Research Corp.* 3,230,000 - ----------------------------------------------------------------------------- - ----------------------------------------------------------------------------- Shares Value - ----------------------------------------------------------------------------- SHOE -- 0.1% 20,000 K-Swiss, Inc. Class "A" $ 481,200 - ----------------------------------------------------------------------------- TELECOMMUNICATIONS EQUIPMENT -- 2.6% 175,000 Cisco Systems, Inc.* 4,250,750 50,000 QUALCOMM Incorporated 2,696,500 60,000 UTStarcom, Inc.* 2,224,200 ------------ 9,171,450 - ----------------------------------------------------------------------------- TELECOMMUNICATION SERVICES -- 1.6% 200,000 Nextel Communications, Inc. Class "A"* 5,612,000 - ----------------------------------------------------------------------------- THRIFT -- 2.9% 65,000 Golden West Financial Corp. 6,707,350 95,000 New York Community Bancorp, Inc. 3,614,750 ------------ 10,322,100 - ----------------------------------------------------------------------------- TOILETRIES/COSMETICS -- 1.7% 75,000 Avon Products, Inc. 5,061,750 50,000 Nu Skin Enterprises, Inc. Class "A" 854,500 ------------ 5,916,250 - ----------------------------------------------------------------------------- TRUCKING/TRANSPORTATION LEASING -- 1.4% 40,000 Forward Air Corp.* 1,100,000 140,000 Hunt (J.B.) Transport Services, Inc.* 3,781,400 ------------ 4,881,400 - ----------------------------------------------------------------------------- TOTAL COMMON STOCKS AND TOTAL INVESTMENT SECURITIES -- 95.2% (COST $289,926,082) 338,258,447 - ----------------------------------------------------------------------------- REPURCHASE AGREEMENT -- 4.6% (INCLUDING ACCRUED INTEREST) Principal Amount Value - ----------------------------------------------------------------------------- $16,400,000 Collateralized by $15,763,000 U.S. Treasury Bonds, 5.50%, due 8/15/28, with a value of $16,740,799 (with UBS Warburg LLC, 0.84%, dated 12/31/03, due 1/2/04, delivery value $16,400,765) (COST $16,400,383) $ 16,400,383 - ----------------------------------------------------------------------------- EXCESS OF CASH AND OTHER ASSETS OVER LIABILITIES -- 0.2% 775,899 - ----------------------------------------------------------------------------- NET ASSETS -- 100.0% $355,434,729 - ----------------------------------------------------------------------------- NET ASSET VALUE PER OUTSTANDING SHARE ($355,434,729 / 19,583,578 SHARES OUTSTANDING) $ 18.15 - ----------------------------------------------------------------------------- - -------------------------------------------------------------------------------- * Non-income producing security. See notes to financial statements. 4 / / Value Line Centurion Fund STATEMENT OF ASSETS AND LIABILITIES December 31, 2003 - ------------------------------------------------------------- ASSETS: Investment securities, at value (cost $289,926,082) $338,258,447 Repurchase agreement (cost $16,400,383) 16,400,383 Cash 94,932 Receivable for securities sold 6,782,146 Dividends receivable 107,487 Prepaid insurance expense 8,281 Receivable for capital shares sold 2,695 ------------ TOTAL ASSETS 361,654,371 ------------ LIABILITIES: Payable for securities purchased 5,840,931 Payable for capital shares repurchased 89,358 Accrued expenses: Advisory fee 149,696 Service and distribution plan fees 119,757 Other 19,900 ------------ TOTAL LIABILITIES 6,219,642 ------------ NET ASSETS $355,434,729 ============ NET ASSETS CONSIST OF: Capital stock, at $1.00 par value (authorized 50,000,000, outstanding 19,583,578 shares) $ 19,583,578 Additional paid-in capital 308,576,172 Accumulated net realized loss on investments (21,057,386) Net unrealized appreciation of investments 48,332,365 ------------ NET ASSETS $355,434,729 ============ NET ASSET VALUE PER OUTSTANDING SHARE ($355,434,729 / 19,583,578 shares outstanding) $ 18.15 ============ STATEMENT OF OPERATIONS Year Ended December 31, 2003 - ------------------------------------------------------------- INVESTMENT INCOME: Dividends $ 2,412,121 Interest 299,584 ----------- Total Income 2,711,705 ----------- EXPENSES: Investment advisory fee 1,689,849 Service and distribution plan fees 1,351,879 GIAC administrative service fee 118,990 Auditing and legal fees 63,492 Custodian fees 49,163 Insurance and dues 36,473 Directors' fees and expenses 20,110 Other 16,383 ----------- Total Expenses Before Custody Credits 3,346,339 Less: Custody Credits (1,093) ----------- Net Expenses 3,345,246 ----------- NET INVESTMENT LOSS (633,541) ----------- NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS: Net realized gain 48,416,930 Change in net unrealized appreciation 12,000,159 ----------- NET REALIZED GAIN AND CHANGE IN NET UNREALIZED APPRECIATION ON INVESTMENTS 60,417,089 ----------- NET INCREASE IN NET ASSETS FROM OPERATIONS $59,783,548 =========== - -------------------------------------------------------------------------------- See notes to financial statements. 5 / / Value Line Centurion Fund STATEMENTS OF CHANGES IN NET ASSETS
YEAR ENDED DECEMBER 31, -------------------------------- 2003 2002 ------------ ------------- OPERATIONS: Net investment loss $ (633,541) $ (247,915) Net realized gain (loss) on investments 48,416,930 (33,315,887) Change in net unrealized appreciation 12,000,159 (77,884,159) ------------ ------------- NET INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS 59,783,548 (111,447,961) ------------ ------------- CAPITAL SHARE TRANSACTIONS: Proceeds from sale of shares 13,366,869 13,769,421 Cost of shares repurchased (56,366,694) (87,473,344) ------------ ------------- NET DECREASE FROM CAPITAL SHARE TRANSACTIONS (42,999,825) (73,703,923) ------------ ------------- TOTAL INCREASE (DECREASE) IN NET ASSETS 16,783,723 (185,151,884) NET ASSETS: Beginning of year 338,651,006 523,802,890 ------------ ------------- End of year $355,434,729 $ 338,651,006 ============ =============
- -------------------------------------------------------------------------------- See notes to financial statements. 6 / / Value Line Centurion Fund NOTES TO FINANCIAL STATEMENTS December 31, 2003 1 -- SIGNIFICANT ACCOUNTING POLICIES Value Line Centurion Fund, Inc. (the "Fund") is an open-end diversified management investment company registered under the Investment Company Act of 1940, as amended, whose primary investment objective is long-term growth of capital. The Fund's portfolio will usually consist of common stocks ranked 1 or 2 for year-ahead performance by The Value Line Investment Survey, one of the nation's major investment advisory services. 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 price 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 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 midpoint between the latest available and representative asked and bid prices, and commencing 60 days prior to maturity such securities are valued at amortized cost. Other assets and securities for which market valuations are not readily available are valued at fair value as the Board of Directors may determine in good faith. (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, the value of the collateral is marked-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 and to distribute all of its taxable income to its shareholders. Therefore, no federal income tax provision is required. (D) Dividends and Distributions It is the Fund's policy to distribute to its shareholders, as dividends and as capital gains distributions, all the net investment income for the year and all net capital gains realized by the Fund, if any. Such distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles. All dividends or distributions will be payable in shares of the Fund at the net asset value on the ex-dividend date. This policy is, however, subject to change at any time by the Board of Directors. (E) Investments Securities transactions are recorded on a trade date basis. Realized gains and losses from securities transactions are recorded on the identified cost basis. Interest income on investments, adjusted for amortization of discount and premium, is earned from settlement date and recognized on the accrual basis. Dividend income is recorded on the ex-dividend date. (F) Representations and Indemnifications In the normal course of business the Fund enters into contracts that contain a variety of representations and warranties which provide general indemnifications. The Fund's maximum exposure under these arrangements in 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. 7 2 -- CAPITAL SHARE TRANSACTIONS, DIVIDENDS AND DISTRIBUTIONS Shares of the Fund are available to the public only through the purchase of certain contracts issued by The Guardian Insurance and Annuity Company, Inc. (GIAC). Transactions in capital stock were as follows: YEAR ENDED YEAR ENDED DECEMBER 31, DECEMBER 31, 2003 2002 ------------ ------------ Shares sold 806,744 776,258 Shares repurchased (3,514,933) (5,056,767) ---------- ---------- Net decrease (2,708,189) (4,280,509) ========== ========== 3 -- PURCHASES AND SALES OF SECURITIES Purchases and sales of investment securities, excluding short-term investments, were as follows: YEAR ENDED DECEMBER 31, 2003 ------------ PURCHASES: Investment Securities $402,154,302 ============ SALES: Investment Securities $435,421,715 ============ 4 -- INCOME TAXES At December 31, 2003, information on the tax components of capital is as follows: Cost of investment for tax purposes $307,000,510 ============ Gross tax unrealized appreciation $ 50,621,644 Gross tax unrealized depreciation (2,963,324) ------------ Net tax unrealized appreciation on Investments $ 47,658,320 ============ Capital loss carryforward Expires December 31, 2010 $(20,383,341) ============ Net realized gains/losses differ for financial statement and tax purposes primarily due to differing treatments of wash sales. To the extent future capital gains are offset by capital losses, the Fund does not anticipate distributing any such gains to the shareholders. Permanent book-tax differences are reclassified within the composition of net asset accounts. During 2003, the Fund reclassified $633,541 from accumulated net investment loss to additional paid-in-capital. Net assets were not affected by this reclassification. 5 -- INVESTMENT ADVISORY CONTRACT, MANAGEMENT FEES AND TRANSACTIONS WITH INTERESTED PARTIES An advisory fee of $1,689,849 was paid or payable to Value Line, Inc. (the "Adviser"), the Fund's investment adviser, for the year ended December 31, 2003. This was computed at the rate of 1/2 of 1% of the average daily net assets of the Fund during the year 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. 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 0.40% of the Fund's average daily net assets. For the year ended December 31, 2003, fees amounting to $1,351,879 were paid or payable to the Distributor under this plan. For the year ended December 31, 2003, the Fund's expenses were reduced by $1,093 under a custody credit arrangement with the Custodian. Certain officers and directors of the Adviser and Value Line Securities, Inc. (the "Distributor" and a registered broker/dealer) are also officers and directors of the Fund. During the year ended December 31, 2003 the Fund paid brokerage commissions totaling $520,520 to the Distributor which clears its transactions through unaffiliated brokers. The Fund had an agreement with GIAC that ended on April 30, 2003, to reimburse GIAC for expenses incurred in performing administrative and internal accounting functions in connection with the establishment of contract-owner accounts and their ongoing maintenance, printing and distribution of shareholder reports and providing ongoing shareholder servicing functions. Such reimbursement was limited to an amount no greater than $18.00 times the average number of accounts at the end of each quarter during the year. For the four month period ended April 30, 2003, the Fund paid $118,990 in connection with such services rendered by GIAC. 8 / / Value Line Centurion Fund FINANCIAL HIGHLIGHTS SELECTED DATA FOR A SHARE OF CAPITAL STOCK OUTSTANDING THROUGHOUT EACH YEAR:
YEARS ENDED DECEMBER 31, -------------------------------------------------------- 2003 2002 2001 2000 1999 -------------------------------------------------------- NET ASSET VALUE, BEGINNING OF YEAR........... $ 15.19 $ 19.71 $ 27.25 $ 36.09 $ 30.44 -------- -------- -------- -------- -------- INCOME FROM INVESTMENT OPERATIONS: Net investment (loss) income............... (.03) (.01) .05 .04 .03 Net gains (loss) on securities (both realized and unrealized)................. 2.99 (4.51) (4.48) (3.69) 8.13 -------- -------- -------- -------- -------- Total from investment operations........... 2.96 (4.52) (4.43) (3.65) 8.16 -------- -------- -------- -------- -------- LESS DISTRIBUTIONS: Dividends from net investment income....... -- -- (.04) (.03) (.09) Distributions from net realized gains...... -- -- (3.00) (5.16) (2.42) Tax return of capital...................... -- -- (.07) -- -- -------- -------- -------- -------- -------- Total distributions........................ -- -- (3.11) (5.19) (2.51) -------- -------- -------- -------- -------- NET ASSET VALUE, END OF YEAR................. $ 18.15 $ 15.19 $ 19.71 $ 27.25 $ 36.09 -------- -------- -------- -------- -------- TOTAL RETURN**............................... 19.49% (22.93)% (16.35)% (12.47)% 28.23% -------- -------- -------- -------- -------- RATIOS/SUPPLEMENTAL DATA: Net assets, end of year (in thousands)..... $355,435 $338,651 $523,803 $733,303 $971,372 Ratio of expenses to average net assets(1)................................ .99% .76% .59% .59% .59% Ratio of net investment (loss) income to average net assets....................... (0.19)% (0.06)% 0.20% 0.12% 0.08% Portfolio turnover rate.................... 129% 126% 141% 76% 64%
** Total returns do not reflect the effects of charges deducted under the terms of GIAC's variable contracts. Including such charges would reduce the total returns for all periods shown. (1) Ratio reflects expenses grossed up for custody credit arrangement. The ratio of expenses to average net assets net of custody credits would not have changed. - -------------------------------------------------------------------------------- See notes to financial statements. 9 Report of Independent Auditors TO THE BOARD OF DIRECTORS AND SHAREHOLDERS OF VALUE LINE CENTURION FUND, INC. In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Value Line Centurion Fund, Inc. (the "Fund") at December 31, 2003, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2003 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. PricewaterhouseCoopers LLP New York, New York February 10, 2004 10 / / Value Line Centurion Fund MANAGEMENT INFORMATION 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 and oversees a total of 15 portfolios. Each Director serves until his or her successor is elected and qualified.
- ----------------------------------------------------------------------------------------------------------------------------- LENGTH OF TIME PRINCIPAL OCCUPATION OTHER DIRECTORSHIPS NAME, ADDRESS, AND AGE POSITION SERVED DURING THE PAST 5 YEARS HELD BY DIRECTOR - ----------------------------------------------------------------------------------------------------------------------------- INTERESTED DIRECTORS* Jean Bernhard Buttner Chairman of Since 1983 Chairman, President and Chief Value Line, Inc. Age 69 the Board of Executive Officer of Value Line, Inc. Directors and (the "Adviser") and Value Line President Publishing, Inc. Chairman and President of each of the 14 Value Line Funds and Value Line Securities Inc. (the "Distributor") Marion N. Ruth Director Since 2000 Real Estate Executive: President, Ruth Value Line, Inc. 5 Outrider Road Realty (real estate broker); Director Rolling Hills, CA 90274 of the Adviser since 2000. Age 68 NON-INTERESTED DIRECTORS John W. Chandler Director Since 1991 Consultant, Academic Search None 1611 Cold Spring Rd. Consultation Service, Inc. Trustee Williamstown, MA 01267 Emeritus and Chairman (1993-1994) of Age 80 the Board of Trustees of Duke University; President Emeritus, Williams College. Frances T. Newton Director Since 2000 Customer Support Analyst, Duke Power None 4921 Buckingham Drive Company. Charlotte, NC 28209 Age 62 Francis Oakley Director Since 2000 Professor of History, Williams Berkshire Life 54 Scott Hill Road College, 1961 to present. President Insurance Company Williamstown, MA 01267 Emeritus since 1994 and President, of America. Age 72 1985-1994; Chairman (1993-1997) and Interim President (2002) of the American Council of Learned Societies. David H. Porter Director Since 1997 Visiting Professor of Classics, None 5 Birch Run Drive Williams College, since 1999; Saratoga Springs, NY 12866 President Emeritus, Skidmore College Age 68 since 1999 and President, 1987-1998. Paul Craig Roberts Director Since 1983 Chairman, Institute for Political A. Schulman Inc. 169 Pompano St. Economy. (plastics) Panama City Beach, FL 32413 Age 64 Nancy-Beth Sheerr Director Since 1996 Senior Financial Advisor, Hawthorne, None 1409 Beaumont Drive since 2001; Chairman, Radcliffe Gladwyne, PA 19035 College Board of Trustees. 1990-1999. Age 54
11
- ----------------------------------------------------------------------------------------------------------------------------- LENGTH OF TIME PRINCIPAL OCCUPATION OTHER DIRECTORSHIPS NAME, ADDRESS, AND AGE POSITION SERVED DURING THE PAST 5 YEARS HELD BY DIRECTOR - ----------------------------------------------------------------------------------------------------------------------------- OFFICERS Brett Mitstifer Vice Since 2003 Portfolio Manager with the Adviser -- Age 41 President since 2003; Executive Vice President, Hovey, Youngman Associates (investment management), 2000-2003; Portfolio Manager, Bankers Trust, 1997-2000. Nancy L. Bendig Vice Since 2003 Portfolio Manager with the Adviser -- Age 48 President since 2003 and from 1993 to 1999; Portfolio Manager-First Vice President, Avatar Associates (investment management), 1999-2003. Sigourney B. Romaine Vice Since 2003 Portfolio Manager with the Adviser -- Age 59 President since 2002; Securities Analyst with the Adviser, 1996-2002. David T. Henigson Vice Since 1994 Director, Vice President and -- Age 46 President, Compliance Officer of the Adviser. Secretary and Director and Vice President of the Treasurer Distributor. Vice President, Secretary and Treasurer of each of the 14 Value Line Funds.
- --------------- * 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; Mrs. Ruth is an interested person by virtue of being a director of the Adviser. Unless otherwise indicated, the address for each of the above is 220 East 42nd Street, New York, NY 10017. 12 EX-99.CODE ETH 3 vl-cent041177_ex100coe.txt Exhibit 100.COE --------------- CODE OF BUSINESS CONDUCT AND ETHICS As mandated by the Securities and Exchange Commission, this Code of Business Conduct and Ethics (this "Code") sets forth legal and ethical standards of conduct for the directors, officers and employees of Value Line, Inc. (the "Company") and the Value Line Mutual Funds. This Code is intended to deter wrongdoing and to promote the conduct of all Company business in accordance with high standards of integrity and in compliance with all applicable laws and regulations. This Code applies to the Company, its subsidiaries and each of the Value Line Mutual Funds and applies to each director and employee including the principal executive officer, principal financial officer, principal accounting officer or controller of each entity and persons performing similar functions. If you have any questions regarding this Code or its application to you in any situation, you should contact Mrs. Buttner. COMPLIANCE WITH LAWS, RULES AND REGULATIONS The Company requires that all employees, officers and directors comply with all laws, rules and regulations applicable to the Company wherever it does business. You are expected to use good judgment and common sense in seeking to comply with all applicable laws, rules and regulations and to ask for advice when you are uncertain about them. If you become aware of the violation of any law, rule or regulation by the Company, whether by its officers, employees, directors, or any third party doing business on behalf of the Company, it is your responsibility to promptly report the matter to Mrs. Buttner. While it is the Company's desire to address matters internally, nothing in this Code should discourage you from reporting any illegal activity, including any violation of the securities laws, antitrust laws, environmental laws or any other federal, state or foreign law, rule or regulation, to the appropriate regulatory authority. Employees, officers and directors shall not discharge, demote, suspend, threaten, harass or in any other manner discriminate or retaliate against an employee because he or she reports any such violation, unless it is determined that the report was made with knowledge that it was false. This Code should not be construed to prohibit you from testifying, participating or otherwise assisting in any state or federal administrative, judicial or legislative proceeding or investigation. All of us must always act in the best interests of the Company. You must refrain from engaging in any activity or having a personal interest that presents a "conflict of interest." A conflict of interest occurs when your personal interest interferes with the interests of the Company. A conflict of interest can arise whenever you, as an officer, director or employee, take action or have an interest that prevents you from performing your Company duties and responsibilities honestly, objectively and effectively. Exhibit 100.COE --------------- CONFIDENTIALITY Employees, officers and directors must maintain the confidentiality of confidential information entrusted to them by the Company, except when disclosure is authorized by the CEO or legally mandated. Confidential information includes lists of clients, personal information about employees or subscribers and the like. Unauthorized disclosure of any confidential information is prohibited. Additionally, employees should take appropriate precautions to ensure that confidential or sensitive business information, is not communicated within the Company except to employees who have a need to know such information to perform their responsibilities for the Company. Third parties may ask you for information concerning the Company. Employees, officers and directors (other than the Company's authorized spokespersons) must not discuss internal Company matters with, or disseminate internal Company information to, anyone outside the Company, except as directed by the CEO. All responses to inquiries on behalf of the Company must be made only by the Company's authorized spokespersons who are Jean B. Buttner, Howard A. Brecher or David T. Henigson. If you receive any inquiries of this nature, you must decline to comment and refer the inquirer to the Company's authorized spokespersons. HONEST AND ETHICAL CONDUCT AND FAIR DEALING Employees, officers and directors should endeavor to deal honestly, ethically and fairly with the Company's suppliers, customers, competitors and employees. Statements regarding the Company's products and services must not be untrue, misleading, deceptive or fraudulent. PROTECTION AND PROPER USE OF CORPORATE ASSETS Employees, officers and directors should seek to protect the Company's assets. Theft, carelessness and waste have a direct impact on the Company's financial performance. All of us must use the Company's assets and services solely for legitimate business purposes of the Company and not for any personal benefit or the personal benefit of anyone else. All of us are bound to advance the Company's business interests when the opportunity to do so arises. You must not take for yourself personal opportunities that are discovered through your position with the Company or the use of property or information of the Company. ACCURACY OF BOOKS AND RECORDS AND PUBLIC REPORTS Employees, officers and directors must honestly and accurately report all Company business transactions. You are responsible for the accuracy of your records and reports. Accurate information is essential to the Company's ability to meet legal and regulatory obligations. All Company books, records and accounts shall be maintained in accordance with all applicable regulations and standards and accurately reflect the true nature of the transactions they record. The financial statements of the Company shall conform to generally accepted accounting rules and the Company's accounting policies. No undisclosed or unrecorded account or fund shall -2- Exhibit 100.COE --------------- be established for any purpose. No false or misleading entries shall be made in the Company's books or records for any reason, and no disbursement of corporate funds or other corporate property shall be made without adequate supporting documentation. It is the policy of the Company to provide full, fair, accurate, timely and understandable disclosure in reports and documents filed with, or submitted to, the Securities and Exchange Commission and in other public communications. CONCERNS REGARDING ACCOUNTING OR AUDITING MATTERS Anyone with concerns regarding questionable accounting or auditing matters or complaints regarding accounting, internal accounting controls or auditing matters may confidentially, and anonymously if they wish, submit such concerns or complaints to any of the Company's officers. All such concerns and complaints will be forwarded to the CEO. A record of all complaints and concerns received will be provided to the Audit Committee each fiscal quarter by the Company's Legal Counsel or any of its officers. The Audit Committee will evaluate the merits of any concerns or complaints received by it and authorize such follow-up actions, if any, as it deems necessary or appropriate to address the substance of the concern or complaint. The Company will not discipline, discriminate against or retaliate against any employee who reports a complaint or concern, unless it is determined that the report was made with knowledge that it was false. DISSEMINATION AND AMENDMENT This Code shall be distributed to each new employee, officer and director of the Company upon commencement of his or her employment or other relationship with the Company and shall also be distributed annually to each employee, officer and director of the Company, and each employee, officer and director shall certify that he or she has received, read and understood the Code and has complied with its terms. The Company reserves the right to amend, alter or terminate this Code at any time for any reason. This document is not an employment contract between the Company and any of its employees, officers or directors and does not alter the Company's at-will employment policy. -3- Exhibit 100.COE --------------- CERTIFICATION I, ______________________________ do hereby certify that: (Print Name Above) 1. I have received and carefully read the Code of Business Conduct and Ethics of Value Line, Inc. and the Value Line Mutual Funds. 2. I understand the Code of Business Conduct and Ethics. 3. I have complied and will continue to comply with the terms of the Code of Business Conduct and Ethics. __________________________________ (Signature) EACH EMPLOYEE, OFFICER AND DIRECTOR IS REQUIRED TO SIGN, DATE AND RETURN THIS CERTIFICATION TO THE HUMAN RESOURCE DEPARTMENT WITHIN 30 DAYS OF ISSUANCE. FAILURE TO DO SO MAY RESULT IN DISCIPLINARY ACTION. EX-99.CERT 4 vl-cent041177_ex99cert.txt EXHIBIT 99.CERT CERTIFICATION I, Jean Bernhard Buttner, Chairman and President of Value Line Centurion Fund, Inc., certify that: 1. I have reviewed this report on Form N-CSR of Value Line Centurion Fund, Inc.: 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial information included in this report, and the financial statements on which the financial information is based, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in rule 30a-2(c) under the Investment Company Act) for the registrant and have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this report (the "Evaluation Date"); and c) presented in this report our conclusions about the effectiveness of the disclosure controls and procedures abased on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize, and report financial data and have identified for the registrant's auditors any material weaknesses in internal control; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: March 8, 2004 ------------- By: /s/ Jean Bernhard Buttner ------------------------- Jean Bernhard Buttner Chairman and President Value Line Centurion Fund, Inc. CERTIFICATION I, David T. Henigson, Vice President and Secretary/Treasurer of Value Line Centurion Fund, Inc., certify that: 1. I have reviewed this report on Form N-CSR of Value Line Centurion Fund, Inc.: 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial information included in this report, and the financial statements on which the financial information is based, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in rule 30a-2(c) under the Investment Company Act) for the registrant and have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this report (the "Evaluation Date"); and c) presented in this report our conclusions about the effectiveness of the disclosure controls and procedures abased on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize, and report financial data and have identified for the registrant's auditors any material weaknesses in internal control; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: March 8, 2004 ------------- By: /s/ David T. Henigson --------------------- David T. Henigson Vice President and Secretary/Treasurer Value Line Centurion Fund, Inc. EX-99.906 5 vl-cent041177_ex99906cert.txt CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SABANES-OXLEY ACT OF 2002 I, Jean Bernhard Buttner, Chairman and President of the Value Line Centurion Fund, Inc. (the "Registrant"), certify that: 1. The periodic report on Form N-CSR of the Registrant for the period ended 12/31/03 (the "Form N-CSR") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and 2. The information contained in the Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Registrant. Date: March 8, 2004 ------------------------ By: /s/ Jean Bernhard Buttner ------------------------------- Jean Bernhard Buttner Chairman and President Value Line Centurion Fund, Inc. CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SABANES-OXLEY ACT OF 2002 I, David T. Henigson, Vice President and Secretary/Treasurer of the Value Line Centurion Fund, Inc. (the "Registrant"), certify that: 1. The periodic report on Form N-CSR of the Registrant for the period ended 12/31/03 (the "Form N-CSR") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and 2. The information contained in the Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Registrant. Date: March 8, 2004 ------------------------ By: /s/ David T. Henigson -------------------------------------- David T. Henigson Vice President and Secretary/Treasurer Value Line Centurion Fund, Inc -----END PRIVACY-ENHANCED MESSAGE-----