M.S.B. FUND, INC.
SUPPLEMENT TO THE PROSPECTUS DATED MAY 1, 1997
THIS PROSPECTUS SUPPLEMENT DESCRIBES CERTAIN CHANGES CONCERNING THE FUND'S
INVESTMENT ADVISER AND DISTRIBUTOR. THIS SUPPLEMENT SHOULD BE READ IN
CONJUNCTION WITH THE PROSPECTUS OF THE FUND DATED MAY 1, 1997
AND SHOULD BE RETAINED FOR FUTURE REFERENCE.
INVESTMENT ADVISER AND DISTRIBUTOR
As a result of certain transactions involving the Fund's investment adviser
and distributor, the Fund has entered into new investment advisory and
distribution agreements with Shay Assets Management, Inc. ("SAMI") and Shay
Financial Services, Inc. ("SFSI"). These agreements replace the investment
advisory and distribution agreements that were previously in effect with Shay
Assets Management Co. ("SAMC") and Shay Financial Services Co. ("SFSC"). There
are no material differences between the terms of the new investment advisory and
distribution agreements and the ones previously in effect. All substantive
terms, including without limitation, the services provided, the fees payable and
the expense limitations, remain unchanged. The distribution agreement does not
provide for any compensation to the distributor.
SAMC, which served as the Fund's investment adviser from May, 1995, to
December 9, 1997, was a general partnership consisting of two general partners,
SAMI and ACB Assets Management, Inc. ("ACB"), each of which held a 50% interest
in the partnership. SAMI was the managing partner of the investment adviser and
was and continues to be controlled by Rodger D. Shay, Sr., who is a Vice
President of the Fund. ACB is an indirect wholly-owned subsidiary of America's
Community Bankers(R) (the "Association"), which is the trade association
representing savings institutions in the United States.
SFSC, which served as the Fund's distributor from May, 1995, to December 9,
1997, also was a general partnership consisting of two general partners. SFSI
owned a 50% interest in the partnership and served as the managing partner. SFSI
was and continues to be controlled by Rodger D. Shay, Sr. The remaining 50%
interest in SFSC was owned by ACB Securities, Inc. ("ACB Securities"), which is
an indirect wholly-owned subsidiary of the Association.
On December 9, 1997, ACB sold to SAMI its 50% interest in SAMC, and ACB
Securities sold to SFSI its 50% interest in SFSC. The business, assets and
liabilities of SAMC and SFSC have been transferred to SAMI and SFSI,
respectively, and SAMI and SFSI will continue to operate the investment advisory
and broker-dealer businesses previously conducted by SAMC and SFSC. SAMI and
SFSI also have succeeded SAMC and SFSC as investment adviser and distributor to
Asset Management Fund, Inc. and Institutional Investors Capital Appreciation
Fund, Inc. SAMC and SFSC have been dissolved.
The investment advisory agreement with SAMI was approved by the Board of
Directors of the Fund on August 20, 1997, and by the stockholders of the Fund on
November 13, 1997. The distribution agreement with SFSI was approved by the
Board of Directors of the Fund on August 20, 1997. Both agreements became
effective on December 9, 1997.
SAMI is a Florida corporation and a registered investment adviser under the
Investment Advisers Act of 1940. SFSI is a Florida corporation and a registered
broker-dealer under the Securities Exchange Act of 1934 and a member of the
National Association of Securities Dealers, Inc. SAMI and SFSI are wholly-owned
subsidiaries of Shay Investment Services, Inc. ("SISI"), a Florida corporation
which serves as the holding company for SAMI, SFSI and certain other companies.
Rodger D. Shay, Sr. owns a majority of the outstanding stock of SISI. The
principal executive offices of SAMI, SFSI and SISI are located at 111 East
Wacker Drive, Chicago, Illinois 60601. SAMI also maintains offices in Miami, New
York City and Summit, New Jersey; and SFSI also maintains offices in Miami, New
York City, Summit, New Jersey, Westport, Connecticut, and Irving, Texas.
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS JANUARY 15, 1998.
<PAGE>
M.S.B. FUND, INC.
SUPPLEMENT TO THE STATEMENT OF ADDITIONAL INFORMATION DATED MAY 1, 1997
THIS SUPPLEMENT DESCRIBES CERTAIN CHANGES CONCERNING THE FUND'S INVESTMENT
ADVISER AND DISTRIBUTOR. THIS SUPPLEMENT SHOULD BE READ IN CONJUNCTION
WITH THE PROSPECTUS AND STATEMENT OF ADDITIONAL INFORMATION OF THE
FUND DATED MAY 1, 1997 AND SHOULD BE RETAINED FOR FUTURE REFERENCE.
INVESTMENT ADVISER AND DISTRIBUTOR
As a result of certain transactions involving the Fund's investment adviser
and distributor, the Fund has entered into new investment advisory and
distribution agreements with Shay Assets Management, Inc. ("SAMI") and Shay
Financial Services, Inc. ("SFSI"). These agreements replace the investment
advisory and distribution agreements that were previously in effect with Shay
Assets Management Co. ("SAMC") and Shay Financial Services Co. ("SFSC"). There
are no material differences between the terms of the new investment advisory and
distribution agreements and the ones previously in effect. All substantive
terms, including without limitation, the services provided, the fees payable and
the expense limitations, remain unchanged. The distribution agreement does not
provide for any compensation to the distributor.
SAMC, which served as the Fund's investment adviser from May, 1995, to
December 9, 1997, was a general partnership consisting of two general partners,
SAMI and ACB Assets Management, Inc. ("ACB"), each of which held a 50% interest
in the partnership. SAMI was the managing partner of the investment adviser and
was and continues to be controlled by Rodger D. Shay, Sr., who is a Vice
President of the Fund. ACB is an indirect wholly-owned subsidiary of America's
Community Bankers(R) (the "Association"), which is the trade association
representing savings institutions in the United States.
SFSC, which served as the Fund's distributor from May, 1995, to December 9,
1997, also was a general partnership consisting of two general partners. SFSI
owned a 50% interest in the partnership and served as the managing partner. SFSI
was and continues to be controlled by Rodger D. Shay, Sr. The remaining 50%
interest in SFSC was owned by ACB Securities, Inc. ("ACB Securities"), which is
an indirect wholly-owned subsidiary of the Association.
On December 9, 1997, ACB sold to SAMI its 50% interest in SAMC, and ACB
Securities sold to SFSI its 50% interest in SFSC. The business, assets and
liabilities of SAMC and SFSC have been transferred to SAMI and SFSI,
respectively, and SAMI and SFSI will continue to operate the investment advisory
and broker-dealer businesses previously conducted by SAMC and SFSC. SAMI and
SFSI also have succeeded SAMC and SFSC as investment adviser and distributor to
Asset Management Fund, Inc. and Institutional Investors Capital Appreciation
Fund, Inc. SAMC and SFSC have been dissolved.
The investment advisory agreement with SAMI was approved by the Board of
Directors of the Fund on August 20, 1997, and by the stockholders of the Fund on
November 13, 1997. The distribution agreement with SFSI was approved by the
Board of Directors of the Fund on August 20, 1997. Both agreements became
effective on December 9, 1997.
SAMI is a Florida corporation and a registered investment adviser under the
Investment Advisers Act of 1940. SFSI is a Florida corporation and a registered
broker-dealer under the Securities Exchange Act of 1934 and a member of the
National Association of Securities Dealers, Inc. SAMI and SFSI are wholly-owned
subsidiaries of Shay Investment Services, Inc. ("SISI"), a Florida corporation
which serves as the holding company for SAMI, SFSI and certain other companies.
Rodger D. Shay, Sr. owns a majority of the outstanding stock of SISI. The
principal executive offices of SAMI, SFSI and SISI are located at 111 East
Wacker Drive, Chicago, Illinois 60601. SAMI also maintains offices in Miami, New
York City and Summit, New Jersey; and SFSI also maintains offices in Miami, New
York City, Summit, New Jersey, Westport, Connecticut, and Irving, Texas.
<PAGE>
AFFILIATIONS OF DIRECTORS AND OFFICERS OF THE FUND
Certain officers and directors of the Fund are also officers, employees,
directors or shareholders of SAMI and SFSI. Messrs. Rodger D. Shay, Sr., Edward
E. Sammons, Jr., John J. McCabe and Mark F. Trautman, who are officers of the
Fund, are officers and employees of SAMI. Mr. Shay is the sole director of SAMI,
SFSI and SISI. Mr. Shay also is the majority stockholder of SISI.
Messrs. Harry P. Doherty and David F. Holland, who are directors of the
Fund, also hold or have recently held positions with affiliates of the
investment adviser. Mr. Doherty is a director of the Association. Until December
of 1997, Mr. Holland held positions with subsidiaries of the Association,
including the position of director of ACB, which was a general partner in the
Fund's prior investment adviser SAMC. Mr. Holland also served as a director and
officer of the Association prior to 1996. Mr. Doherty may be considered an
"interested person" as the result of his continued position with the Association
and the interest of the Association in certain royalty and other payments that
will be made by SISI and its affiliates to the Association and its affiliates.
Because Mr. Holland has resigned his positions with the Association and its
affiliates, Mr. Holland will not be deemed to be an "interested person," unless
the Commission by order determines that Mr. Holland is an "interested person" by
virtue of having a material relationship with the Fund's investment adviser or
distributor as a result of his prior positions with the Association and its
affiliates.
THE DATE OF THIS SUPPLEMENT IS JANUARY 15, 1998.
