December 22, 1995
U.S. Securities and Exchange Commission
Attn: Filing Desk
450 5th Street, N.W.
Washington, DC 20549
RE: Rule 24(f)-2 Notice for Asset Management Fund, Inc.
File No. 2-78808
Dear Gentlemen and Ladies:
Pursuant to Rule 24(f)-2 of the Investment Company Act of 1940, the above
referenced Fund hereby files the following:
1. Rule 24(f)-2 Notice; and
2. Opinion of Counsel.
We will obtain confirmation of this filing via our CompuServe account,
72741,733. If there are any questions on this filing I can be reached at
(302) 791-2919.
Very Truly Yours,
Wendy McGee
Legal Assistant
Enclosures
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24f-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer: Asset Management Fund, Inc.
Shay Financial Services Co.
111 East Wacker Drive
Chicago, IL 60601
2 Name of each series or class of funds for which this notice is filed:
Asset Management Fund, Inc.
Money Market Portfolio
Short U.S. Government Securities Portfolio
Adjustable Rate Mortgage (ARM) Portfolio
U.S. Government Mortgage Securities Portfolio
Intermediate Mortgage Securities Portfolio
3. Investment Company Act File Number: 811-3541
Securities Act File Number: 2-78808
4. Last day of fiscal year for which this notice is filed: 10/31/95
5. Check box if this notice is being filed more than 180 days after the close
of the issuer s fiscal year of purposes of reporting securities sold after
the close of the fiscal year but before termination of the issuer s 24f-2
declaration:
N/A
6. Date of termination of issuer s declaration under rule 24f-2(a)(1), if
applicable:
N/A
7. Number and amount of securities of the same class or series which had been
registered under the Securities Act of 1933 other than pursuant to rule
24f-2 in a prior fiscal year, but which remained unsold at the beginning
of the fiscal year:
N/A
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
N/A
9. Number and aggregate sale price of securities sold during the fiscal year:
Money Market 389,839,779 $ 389,839,779
Short U.S. Gov't 2,982,085 31,763,091
ARM Portfolio 31,767,897 314,389,247
U.S. Gov't Mrtg. 243,512 2,562,981
Interm. Mrtg. 235,385 2,232,516
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
Money Market 389,839,779 $ 389,839,779
Short U.S. Gov't 2,982,085 31,763,091
ARM Portfolio 31,767,897 314,389,247
U.S. Gov't Mrtg. 243,512 2,562,981
Interm. Mrtg. 235,385 2,232,516
TOTAL 425,068,658 $740,787,614
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable:
Money Market 1,752,434 $ 1,752,434
Short U.S. Gov't 520,236 5,466,387
ARM Portfolio 2,735,804 26,963,939
U.S. Gov't Mrtg. 180,463 1,875,444
Interm. Mrtg. 789,781 7,468,823
TOTAL 5,978,718 $43,527,027
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the fiscal
year in reliance on rule 24f-2 (from Item 10): $ 740,787,614
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if
applicable): + 43,527,027
(iii) Aggregate price of shares redeemed or repurchased during
the fiscal year (if applicable): -(1,046,852,902)
(iv) Aggregate price of shares redeemed or repurchased and
previously applied as a reduction to filing fees pursuant to
rule 24e-2 (if applicable) + 0
(v) Net aggregate price of securities sold and issued during
the fiscal year in reliance on rule 24f-2 [line (i), plus line
(ii), less line (iii), plus line (iv)] (if applicable): 0
(vi) Multiplier prescribed by Section 6(b) of the Securities Act
of 1933 or other applicable law or regulation: \ 2900
(vii) Fee due [line (i) or line (v) multiplies by line (vi)]: 100.00
(minimum due)
13. Check box if fees are being remitted to the Commission s lockbox
depository as described in section 3a of the Commission s Rules of
Informal and Other Procedures (17 CFR 202.3a).
[ X ]
Date of mailing or wire transfer of filing fees to the Commission s
lockbox depository: December 7, 1995
SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
By: Edward E. Sammons, Jr.
Vice President & Secretary
Date: December 22, 1995
VEDDER, PRICE, KAUFMAN & KAMMHOLZ
December 20, 1995
Board of Directors
Asset Management Fund, Inc.
111 East Wacker Drive
Chicago, Illinois 60601
Re: 24f-2 Notice for Asset Management Fund, Inc.
File Nos. 2-78808 and 811-3541
Gentlemen:
We have acted as counsel to Asset Management Fund, Inc. (the
"Fund") in connection with its public offering of an indefinite
number of units of beneficial interest, $.001 par value ("Shares"),
from each of the five authorized series of the Fund.
Based upon the foregoing, it is our opinion that the Shares
issued, as reported on the accompanying Notice pursuant to Rule
24f-2 reporting sales and redemptions during the period November 1,
1994 through October 31, 1995, were legally issued, fully paid and
nonassessable.
In rendering this opinion, we have relied upon an Officer's
Certificate executed by a Vice President of the Fund representing,
among other things, that all Shares of the Fund have been issued at
the net asset value per share next determined after the Fund's
receipt of an order in proper form and payment therefor from the
investor, as described in the Fund's Prospectus and Statement of
Additional Information.
We hereby consent to the filing of this opinion with the
Securities and Exchange Commission pursuant to Rule 24f-2
promulgated under Section 24(f) of the Investment Company Act of
1940, together with the Fund's Rule 24f-2 Notice.
Very truly yours,
VEDDER, PRICE, KAUFMAN & KAMMHOLZ
