ASSET MANAGEMENT FUND INC, 485BPOS, 1996-02-29

ASSET MANAGEMENT FUND INC
485BPOS, 1996-02-29

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<PAGE> 1

As filed with the Securities and Exchange Commission
on February 29, 1996
________________________________________________________________________________
________________________________________________________________________________
1933 Act Registration No. 2-78808
1940 Act Registration No. 811-3541

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933 / /

Pre-Effective Amendment No. / /

Post-Effective Amendment No. 26 /X/
and/or
REGISTRATION STATEMENT UNDER THE

INVESTMENT COMPANY ACT OF 1940 / /

Amendment No. 27 /X/
(Check appropriate box or boxes)

ASSET MANAGEMENT FUND, INC.
(Exact name of Registrant as specified in Charter)
111 E. Wacker Drive, Chicago, Illinois 60601
(Address of principal executive offices) (Zip code)
Registrant's Telephone Number, including Area Code: 312-644-3100

<TABLE>
<S> <C>
Edward E. Sammons, Jr.
Vice President and Treasurer with a copy to:
Asset Management Fund, Inc. Cathy G. O'Kelly, Esq.
111 E. Wacker Drive Vedder, Price, Kaufman & Kammholz
Chicago, Illinois 60601 222 North LaSalle Street
(Name and address of agent for service) Chicago, Illinois 60601
</TABLE>

Registrant has registered an indefinite number of its shares under the
Securities Act of 1933 pursuant to Rule 24f-2 under the Investment
Company Act of 1940. The Rule 24f-2 Notice for Registrant's fiscal year
ended October 31, 1995 was filed on December 22, 1995.

It is proposed that this filing will become effective (check appropriate box)

/ / immediately upon filing pursuant to paragraph (b); or

/X/ on March 1, 1996 pursuant to paragraph (b); or

/ / 60 days after filing pursuant to paragraph (a)(1); or

/ / on (date) pursuant to paragraph (a)(1); or

/ / 75 days after filing pursuant to paragraph (a)(2); or

/ / on (date) pursuant to paragraph (a)(2) of Rule 485.
If appropriate, check the following box:

/ / this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
<PAGE> 2

CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF SECURITIES AMOUNT BEING OFFERING PRICE AGGREGATE AMOUNT OF
BEING REGISTERED REGISTERED PER SHARE OFFERING PRICE* REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Money Market Portfolio 46,160,503 $ 1.00 $58,000 $20.00
(MMP)
Short U.S. Government 1,547,154 $10.74 $58,000 $20.00
Securities Portfolio
(SUSGP)

Adjustable Rate Mortgage 17,191,841 $ 9.98 $58,000 $20.00
(ARM) Portfolio (ARMP)

Intermediate Mortgage 3,522,538 $ 9.72 $58,000 $20.00
Securities Portfolio
(IMP)

U.S. Government Mortgage 101,796 $10.71 $58,000 $20.00
Securities Portfolio
(USGMP)
</TABLE>

*The calculation of the maximum aggregate offering price is made pursuant to
Rule 24e-2
<TABLE>
<CAPTION>
MMP SUSGP ARMP IMP USGMP
<S> <C> <C> <C> <C>
(b)(2) 437,694,716 5,044,075 51,689,731 4,541,737 520,356

(b)(3) 391,592,213 3,502,321 34,503,701 1,025,166 423,975

(b)(4) 46,102,503 1,541,754 17,186,030 3,516,571 96,381

</TABLE>
<PAGE> 3

EXPLANATORY NOTE

The Registrant is a "series" company, currently with five separate
portfolios: the Money Market Portfolio, the Short U.S. Government Securities
Portfolio, the Adjustable Rate Mortgage (ARM) Portfolio, the Intermediate
Mortgage Securities Portfolio; and the U.S. Government Mortgage Securities
Portfolio. Each Portfolio's Shares are offered pursuant to a separate
Prospectus. The Money-Market and Short U.S. Government Securities Portfolios
use a combined Statement of Additional Information for both Portfolios and the
Adjustable Rate Mortgage (ARM), the Intermediate Mortgage Securities and the
U.S. Government Mortgage Securities Portfolios use a combined Statement of
Additional Information for these three Portfolios.

i
<PAGE> 4

CROSS-REFERENCE SHEET
(as required by Rule 495)

<TABLE>
<CAPTION>
Caption in Prospectus or Statement of
Additional Information relating to each
N-1A Item No. Portfolio
------------- ------------------
<S> <C> <C>

Part A Prospectus
------ ----------
Item 1. Cover Page .......................... Front Cover Page

Item 2. Synopsis.............................. Fee Table

Item 3. Condensed Financial
Information........................... Financial Highlights

Item 4. General Description of
Registrant............................ General Information; Calculation of
Yield; Investment Information; Front
Cover Page

Item 5. Management of the Fund................ Fund and Portfolio
Information; Expenses

Item 5A. Management's Discussion Not Applicable
of Fund Performance...................

Item 6. Capital Stock and Other Fund and Portfolio Information; Investing
Securities............................ and the Portfolio -- Dividends;
Stockholder Information; Front Cover Page

Item 7. Purchase of Securities Fund and Portfolio Information --
Being Offered......................... Sponsor; Net Asset Value; Investing in
the Portfolio -- Share Purchases

Item 8. Redemption or Repurchase.............. Investing in the Portfolio -- Redeeming
Shares, Telephone Redemption & Written
Requests

Item 9. Pending Legal Proceedings............. Not Applicable
</TABLE>

ii
<PAGE> 5

Part B Statement of Additional
------ Information
-----------------------
<S> <C> <C>
Item 10. Cover Page.......................... Front Cover Page

Item 11. Table of Contents................... Back Cover Page

Item 12. General Information General Information
and History.........................

Item 13. Investment Objectives and The Fund's Objective, The Portfolio and
Policies............................ Its Management Policies; Investment
Restrictions

Item 14. Management of the Fund.............. Management of the Fund

Item 15. Control Persons and Not Applicable
Principal Holders of
Securities..........................

Item 16. Investment Advisory and Investment Adviser and
Other Services...................... Administrator; Sponsor

Item 17. Brokerage Allocation and Portfolio Transactions
Other Practices.....................

Item 18. Capital Stock and Other Organization and
Securities.......................... Description of Fund
Shares

Item 19. Purchase, Redemption and Pricing of Purchase and Redemption of Shares;
Securities Being Offered............ Determination of Net Asset Value

Item 20. Tax Status.......................... Taxes

Item 21. Underwriters........................ Not Applicable

Item 22. Calculation of Dividends, Distributions and
Performance Data.................... Yield and/or Total
Return Quotations

Item 23. Financial Statements................ Financial Statements
</TABLE>

Part C
- ------
Information required to be included in Part C is set forth under the
appropriate item, so numbered, in Part C of this Amendment to Registration
Statement.

iii
<PAGE> 6

[AMF LOGO]
MONEY MARKET
PORTFOLIO

PROSPECTUS

MARCH 1, 1996

<PAGE> 7

TABLE OF CONTENTS
- --------------------------------------------------------------------------------

<TABLE>
<S> <C>
OVERVIEW 1
- -------------------------------------------
FEE TABLE 2
- -------------------------------------------
FINANCIAL HIGHLIGHTS 3
- -------------------------------------------
GENERAL INFORMATION 4
- -------------------------------------------
INVESTMENT INFORMATION 4
- -------------------------------------------
Investment Objective 4
Investment Policies 4
Eligible Investments 4
Repurchase Agreements 5
Investment Limitations 6
FUND AND PORTFOLIO INFORMATION 6
- -------------------------------------------
Management of the Fund 6
Board of Directors 6
Investment Adviser 6
Advisory Fee Expenses 6
Adviser's Background 7
Sponsor 7
Sponsorship Fee Expenses 7
Administrator and Transfer and
Dividend Agent 8
Custodian 8
Calculation of Yield 8
NET ASSET VALUE 8
- -------------------------------------------
INVESTING IN THE PORTFOLIO 9
- -------------------------------------------
Share Purchases 9
Minimum Investment Required 10
What Shares Cost 10
Confirmations 10
Dividends 10
REDEEMING SHARES 11
- -------------------------------------------
Telephone Redemption 11
Written Requests 11
Signatures 11
Receiving Payment 12
EXCHANGES 12
- -------------------------------------------
STOCKHOLDER INFORMATION 12
- -------------------------------------------
Voting Rights 12
Tax Information 13
</TABLE>

<PAGE> 8

MONEY MARKET PORTFOLIO
- --------------------------------------------------------------------------------

[AMF LOGO]
- --------------------------------------------------------------------------------

PROSPECTUS

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

Asset Management Fund, Inc. (the "Fund") is a diversified, open-end
investment company (a mutual fund) whose objective is to achieve as high
a level of current income as is consistent with the preservation of
capital, the maintenance of liquidity and the differing average maturity
of investments held by each of the Fund's portfolios. The Money Market
Portfolio (the "Portfolio") is designed to offer a convenient, liquid,
diversified, high quality vehicle for investment in short-term money
market instruments. The Portfolio limits its investments to those
permissible without limitation for Federal Savings Associations, National
Banks and Federal Credit Unions under applicable Federal law.

An investment in the Portfolio is neither insured nor guaranteed by the
U.S. Government, and there can be no assurance that the Portfolio will be
able to maintain a stable net asset value of $1.00 per share.

This Prospectus sets forth concisely the information you should read and
know before you invest in the Portfolio. Keep it for future reference.

The Portfolio has also filed a Statement of Additional Information dated
March 1, 1996 with the Securities and Exchange Commission. The
information contained in the Statement of Additional Information is
incorporated by reference in this Prospectus. You may request a copy of
the Statement of Additional Information free of charge or obtain other
information about the Fund by writing to the Fund at the address below or
by telephoning (800) 527-3713.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

Prospectus dated March 1, 1996

ASSET MANAGEMENT FUND, INC.,
111 EAST WACKER DRIVE, CHICAGO, ILLINOIS 60601

1
<PAGE> 9

FEE TABLE
- --------------------------------------------------------------------------------

<TABLE>
<S> <C> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES None
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average net assets)
Advisory Fees 0.15%
12b-1 Fees 0.15%
Other Expenses: 0.09%
Custodian 0.03%
Administrative 0.03%
Miscellaneous 0.03%
-------
Total Fund Operating Expenses 0.39%
========

<CAPTION>
EXAMPLE 1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
You would pay the following
expenses on a $1000 investment
assuming (1) 5% annual return
and (2) redemption at the end
of each period. $ 4 $13 $22 $49
</TABLE>

The purpose of this table is to assist you in understanding the various
costs and expenses that you will bear directly or indirectly as an
investor in the Portfolio. The example is based on actual expenses
incurred in the last fiscal year excluding waivers of advisory fees.
Although the Portfolio's investment adviser has waived 100% of its fees
during the fiscal year ended October 31, 1995 (see "Financial Highlights"
and "Advisory Fee Expenses"), the fee table has been prepared to
illustrate annual fund operating expenses assuming no fee waivers.

The example should not be considered a representation of past or future
expenses or performance. Actual expenses may be greater or lesser than
those shown.

2
<PAGE> 10

FINANCIAL HIGHLIGHTS
MONEY MARKET PORTFOLIO
- --------------------------------------------------------------------------------

The following table includes selected data for a share outstanding throughout
each year and other performance information comprising part of the financial
statements that have been audited by Coopers & Lybrand L.L.P., independent
accountants, whose report thereon is incorporated by reference in the Statement
of Additional Information. More detailed information concerning the Portfolio's
performance and the audited financial statements is available in the Fund's
Annual Report dated October 31, 1995 and may be obtained without charge by
writing or calling the Fund.

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

<TABLE>
<CAPTION>
YEAR ENDED OCTOBER 31
1995 1994 1993 1992 1991 1990 1989 1988 1987 1986
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning
of year.......... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
------- ------- -------- -------- -------- ------- -------- ------- -------- --------
INCOME FROM
INVESTMENT
OPERATIONS:
Net investment
income.......... .0547 .0346 .0277 .0358 .0595 .0794 .0906 .0709 .0633 .0688
Net realized and
unrealized gain
(loss) on
investments..... -0- -0- -0- -0- -0- -0- -0- -0- -0- -0-
------- ------- -------- -------- -------- ------- -------- ------- -------- --------
Total from
investment
operations...... .0547 .0346 .0277 .0358 .0595 .0794 .0906 .0709 .0633 .0688
------- ------- -------- -------- -------- ------- -------- ------- -------- --------
LESS
DISTRIBUTIONS:
Dividends from
net investment
income.......... (.0547) (.0346) (.0277) (.0358) (.0595) (.0794) (.0906) (.0709) (.0633) (.0688)
------- ------- -------- -------- -------- ------- -------- ------- -------- --------
Net asset value,
end of year...... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
======= ======= ======== ======== ======== ======= ======== ======= ======== ========
Total return...... 5.60% 3.51% 2.80% 3.64% 6.11% 8.24% 9.49% 7.33% 6.51% 7.10%
RATIOS/SUPPLEMENTAL
DATA:
Net assets, end
of year
(in 000's)...... $36,869 $82,969 $107,924 $110,090 $131,291 $72,417 $102,230 $82,091 $108,713 $299,929
Ratio of expenses
to average
net assets...... 0.24%(1) 0.40%(1) 0.40% 0.41% 0.45% 0.36%(1) 0.30%(1) 0.30%(1) 0.30%(1) 0.30%(1)
Ratio of net
investment
income
to average net
assets.......... 5.40% 3.34% 2.77% 3.54% 5.83% 7.98% 9.00% 6.97% 6.24% 6.90%
</TABLE>

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

(1) Without fee waivers for the years ended October 31, 1995, 1994, 1990, 1989,
1988, 1987 and 1986, the ratios of expenses to average net assets would have
been .39%, .42%, .40%, .41%, .39%, .37% and .37%, respectively.

3
<PAGE> 11

GENERAL INFORMATION

The Fund was incorporated under Maryland law on July 30, 1982. The
Portfolio is represented by a class of shares separate from those of the
Fund's other portfolios. Purchase of shares in the Portfolio is designed
for institutions and other investors.

INVESTMENT INFORMATION

INVESTMENT OBJECTIVE
- --------------------------------------------------------------------------------

INVESTMENT POLICIES
- --------------------------------------------------------------------------------

ELIGIBLE INVESTMENTS

The Portfolio invests only in high quality assets (including assets
subject to repurchase agreements) that qualify as "short-term liquid
assets" for savings associations under the regulations of the Office of
Thrift Supervision of the Department of the Treasury ("OTS Regulations")
and that, if included in the Portfolio, will qualify its shares as
"short-term liquid assets." As a result, the Fund believes Portfolio
shares qualify as "short-term liquid assets" under the OTS Regulations.
The assets in which the Portfolio may invest are called "Eligible
Investments" in this Prospectus. The Portfolio does not invest in
securities with a remaining maturity of greater than one year, and
portfolio investments are limited to securities that are determined to
present minimal credit risks and that meet the quality and
diversification requirements of Rule 2a-7 under the Investment Company
Act of 1940. The Portfolio will maintain a dollar-weighted average
maturity of 90 days or less. It is the policy of the Portfolio that it
generally holds its investments to maturity. See "Net Asset Value."

ELIGIBLE INVESTMENTS INCLUDE:

- obligations issued directly by the U.S. Government or issued by an
agency or instrumentality of the U.S. Government and fully guaranteed
as to principal and interest by the U.S. Government, although not as to
market value. These obligations include U.S. Treasury bonds, notes and
bills and obligations issued by the Federal Financing Bank and the
Government National Mortgage Association.

4
<PAGE> 12

- obligations issued by or fully guaranteed as to principal and interest,
but not as to market value, by the following U.S. Government agencies
or instrumentalities: the Federal Home Loan Banks, the Federal Home
Loan Mortgage Corporation, the Federal National Mortgage Association,
the Federal Farm Credit Banks and the Student Loan Marketing
Association. Since the obligations issued or guaranteed by these U.S.
Government agencies or instrumentalities are not backed by the full
faith and credit of the U.S. Government, the Portfolio must look
principally to the agencies or instrumentalities for ultimate
repayment, and may not be able to assert claims against the U.S.
Government itself if those agencies or instrumentalities do not meet
their commitments.

- certificates of deposit and other time deposits and savings accounts in
a commercial or savings bank or savings association whose accounts are
insured by the Federal Deposit Insurance Corporation ("FDIC Insured
Institution"), including certificates of deposit issued by and other
time deposits in foreign branches of FDIC insured banks, if they have
remaining maturities of 6 months or less (if negotiable) or 90 days or
less (if non-negotiable). Investments in certificates of deposit issued
by and other time deposits in foreign branches of FDIC insured banks
involve somewhat different investment risks from those affecting
deposits in United States branches of such banks, including the risk of
future political or economic developments, or government action, that
would adversely affect payments on deposits.

- bankers' acceptances of an FDIC Insured Institution if such acceptances
have remaining maturities of 6 months or less and the Portfolio's total
investment in such acceptances of the same institution does not exceed
0.25% of such institution's total deposits.

The Portfolio's investments in repurchase agreements and certificates of
deposit and other time deposits of or in FDIC Insured Institutions will
generally not be insured by any government agency. The Board of Directors
has adopted operating policies to further restrict certain investments
(see Statement of Additional Information).

Repurchase Agreements

The Portfolio may enter into repurchase agreements, under which it may
acquire certain types of Eligible Investments for a relatively short
period (usually not more than 30 days) subject to an obligation of the
seller to repurchase and the Portfolio to resell the instrument at a
fixed price and time, thereby determining the yield during the
Portfolio's holding period. If the seller defaults in its obligation to
repurchase from the Portfolio the underlying collateral, the Portfolio
may incur a loss. The Portfolio will make payment for such instruments
only upon their physical delivery to or evidence of their book entry
transfer to the account of the Portfolio's custodian. The Portfolio will
not enter into any repurchase agreements maturing in more than 60 days.

5
<PAGE> 13

INVESTMENT LIMITATIONS

The Portfolio may not borrow except that it may borrow from banks for
temporary or emergency purposes in an aggregate amount not exceeding 10%
of the value of its net assets and may pledge up to 20% of its net assets
to secure such borrowings. To the extent that borrowings exceed 5% of the
Portfolio's net assets, such borrowings will be repaid before any
investments are made.

The Portfolio will not invest more than 25% of its total assets in the
securities of issuers in any single industry, provided that there shall
be no such limitation on the purchase of obligations issued or guaranteed
by the U.S. Government or its agencies or instrumentalities, or time
deposits (including certificates of deposit), savings deposits and
bankers' acceptances of United States branches of United States banks.

FUND AND PORTFOLIO INFORMATION

MANAGEMENT OF THE FUND
- --------------------------------------------------------------------------------

BOARD OF DIRECTORS

The Fund is managed by a Board of Directors. The Directors are
responsible for managing the Fund's business affairs and for exercising
all the Fund's powers except those reserved for the stockholders. The
Directors' responsibilities include reviewing the actions of the Fund's
investment adviser, sponsor and administrator.

INVESTMENT ADVISER
- --------------------------------------------------------------------------------

Investment decisions for the Portfolio are made by the Fund's investment
adviser, Shay Assets Management Co. (the "Adviser"). The Adviser is
responsible for placing purchase and sale orders for portfolio
instruments. For its investment management services, the Adviser receives
an annual fee from the Fund.

ADVISORY FEE EXPENSES

For the Fund's fiscal year ended October 31, 1995, the Adviser
voluntarily waived its entire advisory fees with respect to the
Portfolio, amounting to 0.15% of the Portfolio's average daily net
assets. The Adviser has agreed to reduce or waive (but not below zero)
its advisory fees allocated to the Portfolio to the extent that the daily
ratio of operating expenses to average daily net assets of the Portfolio
exceeds 0.75%. The Adviser may supplementally waive advisory fees in an
amount up to but not to exceed 0.15% of the average daily net assets of
the Portfolio. This

6
<PAGE> 14

supplemental waiver agreement may be terminated at any time by the
Adviser. For the Fund's fiscal year ended October 31, 1995, total
expenses of the Portfolio were 0.24% of its average net assets (net of
fee waivers). See "Financial Highlights."

ADVISER'S BACKGROUND

The Adviser is a general partnership that consists of two general
partners, Shay Assets Management, Inc. and ACB Assets Management, Inc.,
each of which holds a fifty-percent interest in the partnership. Shay
Assets Management, Inc. is controlled by Rodger D. Shay, the President of
the Fund. ACB Assets Management, Inc. is an indirect wholly-owned
subsidiary of America's Community Bankers ("ACB").

The Adviser, with its principal office located at 111 East Wacker Drive,
Chicago, Illinois 60601, is a registered investment adviser under the
Investment Advisers Act of 1940 and is the investment adviser of the
Fund's four other portfolios.

SPONSOR
- --------------------------------------------------------------------------------

The Portfolio's sponsor, Shay Financial Services Co. ("Sponsor"), is a
general partnership that consists of two general partners, Shay Financial
Services, Inc. and ACB Securities, Inc., each of which holds a
fifty-percent interest in the partnership. Shay Financial Services, Inc.
is controlled by Rodger D. Shay, the President of the Fund. ACB
Securities, Inc. is an indirect wholly-owned subsidiary of ACB.

The Sponsor performs certain distribution services for the Fund with
respect to the Portfolio by informing eligible investors of the
investment alternatives offered by the Portfolio through written
materials, seminars and personal contacts. For its distribution services,
the Sponsor receives an annual fee from the Fund in accordance with the
distribution plan adopted by the Fund pursuant to Rule 12b-1 under the
Investment Company Act of 1940 (the "12b-1 Plan").

SPONSORSHIP FEE EXPENSES

For the Fund's fiscal year ended October 31, 1995, the Fund paid the
Sponsor a fee of 0.15% of the Portfolio's average net assets. The Sponsor
may voluntarily elect to waive its 12b-1 fees in an amount up to but not
to exceed 0.15% of the average daily net assets of the Portfolio. This
voluntary waiver agreement may be terminated at any time by the Sponsor.
The Sponsor also currently receives similar 12b-1 fees for distribution
services rendered to the Fund's other portfolios. Although the Sponsor's
fee is calculable separately with respect to each portfolio of the Fund
and the Sponsor reports expense information to the Fund on a
portfolio-by-portfolio basis, any 12b-1 fee received by the Sponsor in
excess of expenses for a given portfolio may be used for any purpose,
including payment of otherwise unreimbursed expenses incurred in
distributing shares of another portfolio or to compensate another dealer
for distribution assistance. The 12b-1 Plan does not permit a portfolio
to be charged for interest, carrying, or other financing charges

7
<PAGE> 15

on any such unreimbursed carryover amounts, but it does provide for
reimbursement for a portion of the Sponsor's overhead expenses.

ADMINISTRATOR AND TRANSFER AND DIVIDEND AGENT
- --------------------------------------------------------------------------------

PFPC Inc. ("PFPC"), 103 Bellevue Parkway, Wilmington, Delaware 19809,
performs various administrative services for the Fund with respect to the
Portfolio. These services include maintenance of books and records,
preparation of governmental filings and stockholder reports, and
computation of net asset values and daily dividends. For the Fund's
fiscal year ended October 31, 1995, the Fund paid PFPC a fee of 0.03% of
the Portfolio's average net assets for the above administrative services.
PFPC is also the transfer and dividend agent for the Portfolio's shares.

CUSTODIAN
- --------------------------------------------------------------------------------

PNC Bank, Philadelphia, Pennsylvania, is the custodian of the Portfolio's
investments. PNC Bank and PFPC are affiliates of PNC Bank Corp.

CALCULATION OF YIELD
- --------------------------------------------------------------------------------

From time to time the Portfolio advertises its "yield" and "effective
yield." Both yield figures are based on historical earnings and are not
intended to indicate future performance. The "yield" of the Portfolio
refers to the income generated by an investment in the Portfolio over a
seven-day period (which period will be stated in the advertisement). This
income is then "annualized." That is, the amount of income generated by
the investment during that week is assumed to be generated each week over
a 52-week period and is shown as a percentage of the investment. The
"effective yield" is calculated similarly but, when annualized, the
income earned by an investment in the Portfolio is assumed to be
reinvested. The "effective yield" will be slightly higher than the
"yield" because of the compounding effect of this assumed reinvestment.
Any agreement by the Adviser and Sponsor to reduce or waive their fees
under certain circumstances may cause the Portfolio's yields to be higher
than they otherwise would be. See "Advisory Fee Expenses" and
"Sponsorship Fee Expenses."

NET ASSET VALUE

The Portfolio's net asset value per share is determined by dividing the
value of all securities and all other assets, less liabilities, by the
number of shares outstanding. The Portfolio's investments are valued in
accordance with Rule 2a-7 under the Investment Company Act of 1940 based
on their amortized cost, which does not take into account unrealized
appreciation or depreciation. The Fund's Board of Directors has
established procedures reasonably designed to stabilize the net asset
value per share at $1.00, although there is no assurance that the
Portfolio will be able to do so.

8
<PAGE> 16

Under the quality requirements of Rule 2a-7, the Portfolio may only
purchase Eligible Investments that at the time of acquisition are
"Eligible Securities" as that term is defined in Rule 2a-7. "Eligible
Securities" include only securities that are rated in the top two rating
categories by the required number of nationally recognized statistical
rating organizations (at least two or, if only one such organization has
rated the security, that one organization) or, if unrated, are deemed
comparable in quality. The diversification requirements of Rule 2a-7
provide generally that the Portfolio may not at the time of acquisition
invest more than 5% of its assets in securities of any one issuer or
invest more than 5% of its assets in securities that are Eligible
Securities that have not been rated in the highest category by the
required number of rating organizations or, if unrated, have not been
deemed comparable, except U.S. Government securities and repurchase
agreements collateralized by such securities.

INVESTING IN THE PORTFOLIO

SHARE PURCHASES
- --------------------------------------------------------------------------------

To purchase shares of the Portfolio, investors may open an account by
calling the Sponsor at (800) 527-3713 and obtaining an application form.
After a completed application form has been received and processed,
orders to purchase shares of the Portfolio may be made by telephoning the
Sponsor.

Purchase orders are accepted on each Business Day and become effective
upon receipt and acceptance by the Fund. (As used in this Prospectus, the
term "Business Day" means any day on which the Adviser and PNC Bank are
both open for business.) Payment must be in the form of Federal funds.
Wire transfer instructions for Federal funds should be as follows: PNC
Bank, Philadelphia, PA, ABA-0310-0005-3; From: (Name of Investor);
Account Number (Investor's account number with the Fund); For purchase of
Asset Management Fund, Money Market; Amount: $(Amount to be invested).

For an investor's purchase to be eligible for same day settlement, the
purchase order must be received on a Business Day before 12:00 Noon, New
York City time (or 1:00 P.M., New York City time, for Pacific time zone
investors as determined by their addresses in the Fund's records), and
payment for the purchase order must be received by PNC Bank by 4:00 P.M.,
New York City time, of that day. For investors seeking next day
settlement, the purchase order must be received on a Business Day before
4:00 P.M., New York City time, and payment must be received by PNC Bank
by 4:00 P.M., New York City time, on the next Business Day after the
purchase order was received. An investor must indicate to the Fund at the
time the order is placed whether same day or next day settlement is
sought. Payment must be received by PNC Bank by 4:00 P.M., New York City
time, on the Business Day designated for settlement or the order will be
cancelled.

9
<PAGE> 17

A purchase order is considered binding upon the investor. Should it be
necessary to cancel an order because payment was not timely received, the
Fund will hold the investor responsible for the difference between the
price of the shares when ordered and the price of the shares when the
order was cancelled. If the investor is already a shareholder of the
Fund, the Fund may redeem shares from the investor's account in an amount
equal to such difference. In addition, the Fund may prohibit or restrict
the investor from making future purchases of the Fund's shares.

Any Federal funds received in respect of a cancelled order will be
returned upon instructions from the sender without any liability of the
Fund, the Adviser or PNC Bank. If it is not possible to return such
Federal funds the same day, the sender will not have the use of such
funds until the next day on which it is possible to effect such return.
The Fund reserves the right to reject any purchase order.

MINIMUM INVESTMENT REQUIRED
- --------------------------------------------------------------------------------

The minimum initial investment in the Portfolio is $10,000. There is no
minimum balance. Subsequent purchases may be made in any amount.

WHAT SHARES COST
- --------------------------------------------------------------------------------

Portfolio shares are sold at their net asset value next determined after
the purchase order becomes effective. The Portfolio seeks to maintain a
net asset value of $1.00 per share. (See "Net Asset Value.") There is no
sales charge imposed by the Portfolio. The net asset value is determined
twice on each Business Day, at 1:00 P.M. and at 4:00 P.M., New York City
time. Net asset value for purposes of pricing redemption orders is also
determined at 4:00 P.M., New York City time, on any other day redemptions
are permitted and a proper redemption request is received (see "Redeeming
Shares").

CONFIRMATIONS
- --------------------------------------------------------------------------------

As transfer and dividend agent for the Portfolio, PFPC maintains a share
account for each stockholder. Detailed confirmations of each purchase or
redemption are sent to each stockholder. Monthly confirmations are sent
to report dividends paid during the month.

DIVIDENDS
- --------------------------------------------------------------------------------

Dividends are declared daily and paid monthly. Such dividends are
declared immediately prior to 4:00 P.M., New York City time, and are
automatically reinvested in additional shares of the Portfolio unless the
stockholder requests cash payments by contacting the Sponsor.

An investor will receive the dividend declared on the day its purchase
order is settled, but will not receive the dividend declared on the day
its redemption order is effected.

10
<PAGE> 18

REDEEMING SHARES

The Portfolio redeems shares at their net asset value next determined
after the Sponsor receives the redemption request. Redemptions may be
made on Business Days when the U.S. Government and agency securities
market is open. Redemption requests must be received in proper form and
can be made by telephone or in writing.

TELEPHONE REDEMPTION
- --------------------------------------------------------------------------------

Stockholders may redeem their shares by telephoning the Sponsor on a
Business Day. [Call (800) 527-3713.] If the request is received before
12:00 Noon, New York City time (1:00 P.M., New York City time, for
investors in the Pacific time zone), on a Business Day, the redemption
will be effected as of 1:00 P.M., New York City time, and the proceeds
will normally be wired the same day in Federal funds to the stockholder's
bank or other account shown on the Fund's records, but in no case later
than seven days. If the request is received before 4:00 P.M., New York
City time, on a Business Day or other day redemptions are permitted, the
redemption will be effected as of 4:00 P.M., New York City time, and the
proceeds will normally be wired the next Business Day.

Since a stockholder will not receive any dividend declared on the day its
redemption request is effected, the Fund recommends that all redemption
requests be placed so as to be received prior to 12:00 Noon, New York
City time.

WRITTEN REQUESTS
- --------------------------------------------------------------------------------

Portfolio shares may also be redeemed by sending a written request to the
Sponsor, 111 East Wacker Drive, Chicago, Illinois 60601, Attention: Asset
Management Fund, Inc. If share certificates have been issued, they must
be properly endorsed and guaranteed and be received by PFPC before the
redemption will be effected.

Signatures

Signatures on written redemption requests and share certificates must be
guaranteed by:

- a Federal Home Loan Bank; or
- a savings association or a savings bank; or
- a trust company or a commercial bank; or
- a member firm of a domestic securities exchange or a registered
securities association; or
- a credit union or other eligible guarantor institution.

11
<PAGE> 19

In certain instances, the transfer and dividend agent may request
additional documentation believed necessary to insure proper
authorization. Stockholders with questions concerning documentation
should contact the transfer and dividend agent.

RECEIVING PAYMENT

Proceeds of written redemption requests are sent at the same time and in
the same manner as for telephone redemptions, based on the time of the
receipt in proper form.

EXCHANGES

Stockholders may exchange shares of the Portfolio with shares in another
portfolio of the Fund by telephoning the Sponsor on a Business Day. [Call
(800) 527-3713.] Exchanges may also be made by written request as
previously described under "Written Requests." Exchanges will be effected
at the relative net asset values next determined after receipt of an
exchange request in proper form. Stockholders will receive dividends in
the Portfolio through the date the exchange is effected and will begin
receiving dividends in the other portfolio the next Business Day.

The Fund reserves the right to amend or terminate this privilege with
notice to stockholders.

STOCKHOLDER INFORMATION

VOTING RIGHTS
- --------------------------------------------------------------------------------

The Fund has five Portfolios; the Money Market Portfolio, the Short U.S.
Government Securities Portfolio, the Adjustable Rate Mortgage (ARM)
Portfolio, the Intermediate Mortgage Securities Portfolio and the U.S.
Government Mortgage Securities Portfolio and five classes of shares,
representing interests only in the corresponding portfolio and having
equal voting rights within each class. Shares of the Short U.S.
Government Securities Portfolio, the Adjustable Rate Mortgage (ARM)
Portfolio, the Intermediate Mortgage Securities Portfolio and the U.S.
Government Mortgage Securities Portfolio are offered by separate
prospectus.

The Fund's charter provides that on any matter submitted to a vote of
stockholders, all shares, irrespective of class, shall be voted in the
aggregate and not by class except that (i) as to any matter with respect
to which a separate vote of any class is required by the Investment
Company Act of 1940 or the Maryland General Corporation Law, such
requirements as to a separate vote by that class shall apply in lieu of
the aggregate voting as described above, and (ii) as to any matter which
does not affect the interest of a particular class, only stockholders of
the affected class shall be entitled to vote thereon. The Bylaws of the
Fund

12
<PAGE> 20

require that a special meeting of stockholders be held upon the written
request of stockholders holding not less than 10% of the issued and
outstanding shares of the Fund.

TAX INFORMATION
- --------------------------------------------------------------------------------

The Portfolio has not been required to pay Federal income taxes because
it has taken all necessary action to qualify as a regulated investment
company under the Internal Revenue Code. The Portfolio intends to remain
so qualified for its future taxable years so long as such qualification
is in the best interests of stockholders.

The Fund intends to distribute all of the net income and any gains of the
Portfolio to stockholders. Unless otherwise exempt, stockholders are
required to pay Federal income tax on any dividends and other
distributions received. This applies whether dividends are received in
cash or as additional shares. Dividends declared in December to
stockholders of record as of a date in that month and paid during the
following January are treated as if received on December 31 of the
calendar year declared.

Information on the tax status of dividends and distributions is provided
annually.

13
<PAGE> 21

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

<TABLE>
<S> <C>
SPONSOR DIRECTORS AND OFFICERS

Shay Financial Services Co. Arthur G. De Russo
111 East Wacker Drive Director
Chicago, Illinois 60601
Wendell L. Evans, Jr.
INVESTMENT ADVISER Director

Shay Assets Management Co. David F. Holland
111 East Wacker Drive Director
Chicago, Illinois 60601
Leon T. Kendall
ADMINISTRATOR AND TRANSFER Director and Chairman
AND DIVIDEND AGENT
Gerald J. Levy
PFPC Inc. Director
103 Bellevue Parkway
Wilmington, Delaware 19809 Rodger D. Shay
President and Director
LEGAL COUNSEL
Edward E. Sammons, Jr.
Vedder, Price, Kaufman & Kammholz Vice President, Treasurer
222 North LaSalle Street and Secretary
Chicago, Illinois 60601
Doris J. Pavel
CUSTODIAN Assistant Secretary

PNC Bank
17th & Chestnut Streets
Philadelphia, Pennsylvania 19101

INDEPENDENT ACCOUNTANTS

Coopers & Lybrand L.L.P.
2400 Eleven Penn Center
Philadelphia, Pennsylvania 19103
</TABLE>

<PAGE> 22

[AMF LOGO]
SHORT
U.S. GOVERNMENT
SECURITIES
PORTFOLIO

PROSPECTUS

MARCH 1, 1996

<PAGE> 23

TABLE OF CONTENTS
- --------------------------------------------------------------------------------

FUND AND PORTFOLIO INFORMATION 6
- -------------------------------------------
Management of the Fund 6
Board of Directors 6
Investment Adviser 6
Advisory Fee Expenses 7
Adviser's Background 7
Sponsor 7
Sponsorship Fee Expenses 8
Administrator and Transfer and
Dividend Agent 8
Custodian 8
Calculation of Yield and Total
Return 8

NET ASSET VALUE 9
- -------------------------------------------
INVESTING IN THE PORTFOLIO 9
- -------------------------------------------
Share Purchases 9
Minimum Investment Required 10
What Shares Cost 10
Confirmations 10
Dividends 10
Capital Gains 11

REDEEMING SHARES 11
- -------------------------------------------
Telephone Redemption 11
Written Requests 11
Signatures 12
Receiving Payment 12

EXCHANGES 12
- -------------------------------------------
STOCKHOLDER INFORMATION 13
- -------------------------------------------
Voting Rights 13
Tax Information 13
</TABLE>

<PAGE> 24

SHORT U.S. GOVERNMENT SECURITIES PORTFOLIO
- --------------------------------------------------------------------------------

[AMF LOGO]
- --------------------------------------------------------------------------------

PROSPECTUS

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

Asset Management Fund, Inc. (the "Fund") is a diversified, open-end
investment company (a mutual fund) whose objective is to achieve as high
a level of current income as is consistent with the preservation of
capital, the maintenance of liquidity and the differing average maturity
of investments held by each of the Fund's portfolios. The Short U.S.
Government Securities Portfolio (the "Portfolio") is designed to offer a
convenient, liquid, diversified, high quality vehicle for investment in
U.S. Government and other debt securities with remaining maturities of 5
years or less. The Portfolio limits its investments to those permissible
without limitation for Federal Savings Associations, National Banks and
Federal Credit Unions under applicable Federal law.

This Prospectus sets forth concisely the information you should read and
know before you invest in the Portfolio. Keep it for future reference.

Prospectus dated March 1, 1996

ASSET MANAGEMENT FUND, INC.,
111 EAST WACKER DRIVE, CHICAGO, ILLINOIS 60601

1
<PAGE> 25

FEE TABLE
- --------------------------------------------------------------------------------

<TABLE>
<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES None
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average net assets)
Advisory Fees 0.25%
12b-1 Fees 0.15%
Other Expenses: 0.09%
Custodian 0.02%
Administrative 0.03%
Miscellaneous 0.04%
-----
Total Fund Operating Expenses 0.49%
=====
</TABLE>

<TABLE>
<CAPTION>
EXAMPLE 1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
You would pay the following
expenses on a $1000 investment
assuming (1) 5% annual return
and (2) redemption at the end
of each period. $ 5 $16 $27 $62
</TABLE>

The purpose of this table is to assist you in understanding the various
costs and expenses that you will bear directly or indirectly as an
investor in the Portfolio. The example is based on actual expenses
incurred in the last fiscal year. The example assumes that the percentage
amounts listed under Annual Fund Operating Expenses remain the same in
each of the periods and that, for purposes of management fee breakpoints,
the Portfolio's net assets remain at levels constant with those at the
end of the last fiscal year.

As a result of the 12b-1 fee, long-term shareholders may pay more than
the economic equivalent of the maximum front-end sales charge of 8.50%
permitted by the National Association of Securities Dealers, Inc.
However, because of the low 12b-1 fee charged by the Fund, it would take
in excess of 50 years for this to occur, assuming that the value of the
investment remained constant and that no interest is credited to the
savings from the absence of a front-end sales charge.

The example should not be considered a representation of past or future
expenses or performance. Actual expenses in future years may be greater
or lesser than those shown.

2
<PAGE> 26

FINANCIAL HIGHLIGHTS
SHORT U.S. GOVERNMENT SECURITIES PORTFOLIO
- --------------------------------------------------------------------------------

The following table includes selected data for a share outstanding throughout
each year and other performance information comprising part of the financial
statements that have been audited by Coopers & Lybrand L.L.P., independent
accountants, whose report thereon is incorporated by reference in the Statement
of Additional Information. More detailed information concerning the Portfolio's
performance and the audited financial statement is available in the Fund's
Annual Report dated October 31, 1995 and may be obtained without charge by
writing or calling the Fund.

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

<TABLE>
<CAPTION>
YEAR ENDED OCTOBER 31
1995 1994 1993 1992 1991 1990 1989 1988 1987 1986
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning
of year........ $ 10.45 $ 10.89 $ 10.85 $ 10.71 $ 10.39 $ 10.42 $ 10.37 $ 10.45 $ 10.78 $ 10.37
-------- -------- -------- -------- -------- -------- -------- -------- ---------- ----------
INCOME FROM
INVESTMENT
OPERATIONS:
Net investment
income........ .6746 .5396 .6155 .7652 .8308 .8445 .8744 .8528 .8101 .9010
Net realized
and unrealized
gain (loss) on
investments... .2300 (.4400) .0400 .1400 .3200 (.0300) .0500 (.0800) (.3300) .4100
-------- -------- -------- -------- -------- -------- -------- -------- ---------- ----------
Total from
investment
operations.... .9046 .0996 .6555 .9052 1.1508 .8145 .9244 .7728 .4801 1.3110
-------- -------- -------- -------- -------- -------- -------- -------- ---------- ----------
LESS
DISTRIBUTIONS:
Dividends from
net investment
income........ (.6746) (.5396) (.6155) (.7652) (.8308) (.8445) (.8744) (.8528) (.8101) (.9010)
-------- -------- -------- -------- -------- -------- -------- -------- ---------- ----------
Total
distributions... (.6746) (.5396) (.6155) (.7652) (.8308) (.8445) (.8744) (.8528) (.8101) (.9010)
-------- -------- -------- -------- -------- -------- -------- -------- ---------- ----------
Net asset value,
end of year.... $ 10.68 $ 10.45 $ 10.89 $ 10.85 $ 10.71 $ 10.39 $ 10.42 $ 10.37 $ 10.45 $ 10.78
======== ======== ======== ======== ======== ======== ======== ======== ========= =========
Total return.... 8.94% 0.95% 6.19% 8.72% 11.35% 8.18% 9.36% 7.66% 4.65% 13.13%

RATIOS/SUPPLEMENTAL
DATA:
Net assets, end
of year
(in 000's).... $167,343 $179,740 $235,705 $213,995 $309,791 $521,920 $649,320 $845,269 $1,102,057 $1,155,368
Ratio of
expenses to
average net
assets........ 0.49% 0.47% 0.48% 0.50% 0.51% 0.47% 0.45% 0.43% 0.39% 0.42%
Ratio of net
investment
income to
average net
assets........ 6.42% 5.04% 5.65% 7.15% 7.92% 8.19% 8.51% 8.16% 7.68% 8.41%
Portfolio
turnover
rate.......... 112% 195% 110% 43% 18% 40% 63% 38% 95% 24%
</TABLE>

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

3
<PAGE> 27

GENERAL INFORMATION

INVESTMENT INFORMATION

INVESTMENT OBJECTIVE
- --------------------------------------------------------------------------------

INVESTMENT POLICIES
- --------------------------------------------------------------------------------

Eligible Investments

The Portfolio invests only in high quality assets (including assets
subject to repurchase agreements) that qualify as "liquid assets" for
savings associations under the regulations of the Office of Thrift
Supervision of the Department of the Treasury ("OTS Regulations") and
that, if included in the Portfolio, will qualify its shares as "liquid
assets." As a result, the Fund believes Portfolio shares qualify as
"liquid assets" under the OTS Regulations. As a fundamental investment
policy, the Portfolio invests, under normal market conditions, at least
65% of its total assets in U.S. Government obligations, which consist of
obligations issued directly by the United States and obligations issued
by or fully guaranteed by U.S. Government agencies or instrumentalities.
The assets in which the Portfolio may invest are called "Eligible
Investments" in this Prospectus. The Portfolio does not invest in
securities with a remaining maturity of greater than five years. In
addition, under normal market conditions, the Portfolio will maintain a
dollar-weighted average maturity of three years or less as a
non-fundamental investment policy.

Eligible Investments include:

4
<PAGE> 28

by the Federal Financing Bank and the Government National Mortgage
Association.

- obligations issued by or fully guaranteed as to principal and interest
by the following U.S. Government agencies or instrumentalities: the
Federal Home Loan Banks, the Federal Home Loan Mortgage Corporation,
the Federal National Mortgage Association, the Federal Farm Credit
Banks and the Student Loan Marketing Association. Since the obligations
issued or guaranteed by these U.S. Government agencies or
instrumentalities are not backed by the full faith and credit of the
U.S. Government, the Portfolio must look principally to the agencies or
instrumentalities for ultimate repayment, and may not be able to assert
claims against the U.S. Government itself if those agencies or
instrumentalities do not meet their commitments.

- certificates of deposit and other time deposits and savings accounts in
a commercial or saving bank or savings association whose accounts are
insured by the Federal Deposit Insurance Corporation ("FDIC Insured
Institution"), including certificates of deposit issued by and other
time deposits in foreign branches of FDIC insured banks, if they have
remaining maturities of 1 year or less (if negotiable) or 90 days or
less (if non-negotiable). Investments in certificates of deposit issued
by and other time deposits in foreign branches of FDIC insured banks
involve somewhat different investment risks from those affecting
deposits in United States branches of such banks, including the risk of
future political or economic developments, or government action, that
would adversely affect payments on deposits.

Repurchase Agreements

The Portfolio may enter into repurchase agreements under which it may
acquire certain types of Eligible Investments for a relatively short
period (usually not more than 30 days) subject to an obligation of the
seller to repurchase and the Portfolio to resell the instrument at a
fixed price and time, thereby determining the yield during the
Portfolio's holding period. If the seller defaults in its obligation to
repurchase from the Portfolio the underlying collateral, the Portfolio
may incur a loss. The Portfolio will make payment for such instruments
only upon their physical delivery to or evidence of their book entry
transfer to the account of the Portfolio's custodian. The Portfolio will
not enter into any repurchase agreements maturing in more than 60 days.

5
<PAGE> 29

Portfolio Turnover

The Portfolio may engage in trading of the portfolio securities to take
advantage of market variations and to enhance liquidity. The portfolio
turnover is set forth for certain periods in the table under "Financial
Highlights."

Investment Limitations

FUND AND PORTFOLIO INFORMATION

MANAGEMENT OF THE FUND
- --------------------------------------------------------------------------------

Board of Directors

INVESTMENT ADVISER
- --------------------------------------------------------------------------------

6
<PAGE> 30

Advisory Fee Expenses

For the Fund's fiscal year ended October 31, 1995, the Fund paid the
Adviser aggregate fees of 0.25% of the Portfolio's average net assets.
The Adviser has agreed to reduce or waive (but not below zero) its
advisory fees allocated to the Portfolio to the extent that the daily
ratio of operating expenses to average daily net assets of the Portfolio
exceeds 0.75%. The Adviser may supplementally waive its fees in an amount
up to but not to exceed 0.25% of the average daily net assets of the
Portfolio. This voluntary supplemental waiver agreement may be terminated
at any time by the Adviser. For the Fund's fiscal year ended October 31,
1995, total expenses of the Portfolio were 0.49% of its average net
assets, and no fees were waived.

Adviser's Background

The Portfolio Managers of the Adviser manage the Fund's investments as a
team under the day-to-day direction of Edward E. Sammons, Jr., Executive
Vice President of the Adviser since 1990 and Vice President of the Fund
since 1985. Mr. Sammons assumed primary responsibility for the Fund's
investments in 1985.

The Adviser, with its principal office located at 111 East Wacker Drive,
Chicago, Illinois 60601, is a registered investment adviser under the
Investment Advisers Act of 1940 and is also the investment adviser of the
Fund's four other portfolios.

SPONSOR
- --------------------------------------------------------------------------------

7
<PAGE> 31

Sponsorship Fee Expenses

ADMINISTRATOR AND TRANSFER AND DIVIDEND AGENT
- --------------------------------------------------------------------------------

CUSTODIAN
- --------------------------------------------------------------------------------

PNC Bank, Philadelphia, Pennsylvania, is the custodian of the Portfolio's
investments. PNC Bank and PFPC are affiliates of PNC Bank Corp.

CALCULATION OF YIELD AND TOTAL RETURN
- --------------------------------------------------------------------------------

From time to time the Portfolio advertises its "yield" and "total
return." These figures are based on historical earnings and are not
intended to indicate future performance.

The "yield" of the Portfolio refers to the income generated by an
investment in the Portfolio over a 30-day period (which period will be
stated in the advertisement). This income is then "annualized." That is,
the amount of income generated by the investment during that 30-day
period is assumed to be generated each 30-day period for twelve periods
and is shown as a percentage of the investment. The income earned on the
investment is also assumed to be reinvested at the end of the sixth
30-day period.

8
<PAGE> 32

The "total return" of the Portfolio shows what an investment in the
Portfolio would have earned over a specified period of time (one, five
and ten years) assuming that all distributions and dividends by the
Portfolio were reinvested on the reinvestment dates during the period and
less all recurring fees. Any agreement by the Adviser and Sponsor to
reduce or waive their fees under certain circumstances may cause the
Portfolio's yield and total return to be higher than they otherwise would
be. See "Advisory Fee Expenses" and "Sponsorship Fee Expenses."

NET ASSET VALUE

The Portfolio's net asset value per share fluctuates daily. It is
determined by dividing the value of all securities and all other assets,
less liabilities, by the number of shares outstanding. The Portfolio's
investments are valued at market value or, if market quotations are not
readily available, at fair value determined by the Board of Directors.
Short-term instruments maturing within 60 days may be valued at amortized
cost, provided that the Board of Directors determines that amortized cost
represents fair value.

INVESTING IN THE PORTFOLIO

SHARE PURCHASES
- --------------------------------------------------------------------------------

9
<PAGE> 33

order was received. An investor must indicate to the Fund at the time the
order is placed whether same day or next day settlement is sought.
Payment must be received by PNC Bank by 4:00 P.M., New York City time, on
the Business Day designated for settlement or the order will be
cancelled.

MINIMUM INVESTMENT REQUIRED
- --------------------------------------------------------------------------------

The minimum initial investment in the Portfolio is $10,000. There is no
minimum balance. Subsequent purchases may be made in any amount.

WHAT SHARES COST
- --------------------------------------------------------------------------------

Portfolio shares are sold at their net asset value next determined after
the purchase order becomes effective. There is no sales charge imposed by
the Portfolio. The net asset value is determined at 4:00 P.M., New York
City time, on each Business Day. Net asset value for purposes of pricing
redemption orders is also determined at 4:00 P.M., New York City time, on
any other day redemptions are permitted and a proper redemption request
is received (see "Redeeming Shares").

CONFIRMATIONS
- --------------------------------------------------------------------------------

DIVIDENDS
- --------------------------------------------------------------------------------

10
<PAGE> 34

An investor will receive the dividend declared on both the day its
purchase order is settled and the day its redemption order is effected,
including any next succeeding non-Business Day or Days, since proceeds
are normally wired the next Business Day.

CAPITAL GAINS
- --------------------------------------------------------------------------------

Net capital gains, if any, realized by the Portfolio are declared and
paid once each year and reinvested in shares or, at the stockholder's
option, paid in cash.

REDEEMING SHARES

TELEPHONE REDEMPTION
- --------------------------------------------------------------------------------

Stockholders may redeem their shares by telephoning the Sponsor on a
Business Day. [Call (800) 527-3713.] The time the redemption request is
received determines when proceeds are sent and the accrual of dividends.
Redemptions received prior to 12:00 Noon, New York City time (1:00 P.M.,
New York City time, for investors in the Pacific time zone), on a
Business Day or other day redemptions are permitted, are effected on the
same day, immediately after 4:00 P.M., New York City time. This means
that proceeds will normally be wired in Federal funds to the
stockholder's bank or other account shown on the Fund's records the next
Business Day, but in no case later than seven days. A stockholder will
receive dividends declared only through the day its redemption is
effected and any next succeeding non-Business Day or Days. All
redemptions received between 12:00 Noon and 4:00 P.M., New York City
time, on a Business Day or other day redemptions are permitted, are
effected on the same day, immediately after 4:00 P.M., New York City
time; however, the proceeds will normally be sent the second following
Business Day. The stockholder will receive dividends declared only
through the day its redemption is effected, including any next succeeding
non-Business Day or Days, but will not be entitled to dividends for the
following Business Day. The Fund recommends that all redemption requests
be placed so as to be received prior to 12:00 Noon, New York City time,
because of the advantage in having proceeds sent the next Business Day.

WRITTEN REQUESTS
- --------------------------------------------------------------------------------

Portfolio shares may also be redeemed by sending a written request to the
Sponsor, 111 East Wacker Drive, Chicago, Illinois 60601; Attention: Asset
Management Fund,

11
<PAGE> 35

Inc. If share certificates have been issued, they must be properly
endorsed and guaranteed and be received by PFPC before the redemption
will be effected.

Signatures

Signatures on written redemption requests and share certificates must be
guaranteed by:

Receiving Payment

Proceeds of written redemption requests are sent at the same time and in
the same manner as for telephone redemptions, based on the time of the
receipt in proper form.

EXCHANGES

An exchange between portfolios will normally involve realization of a
capital gain or loss, since for Federal income tax purposes an exchange
is treated as a sale of the shares from which the exchange is made and a
purchase of the shares into which the exchange is made.

The Fund reserves the right to amend or terminate this privilege with
notice to stockholders.

12
<PAGE> 36

STOCKHOLDER INFORMATION

VOTING RIGHTS
- --------------------------------------------------------------------------------

The Fund has five Portfolios; the Money Market Portfolio, the Short U.S.
Government Securities Portfolio, the Adjustable Rate Mortgage (ARM)
Portfolio, the Intermediate Mortgage Securities Portfolio and the U. S.
Government Mortgage Securities Portfolio and five classes of shares,
representing interests only in the corresponding portfolio and having
equal voting rights within each class. Shares of the Money Market
Portfolio, the Adjustable Rate Mortgage (ARM) Portfolio, the Intermediate
Mortgage Securities Portfolio and the U.S. Government Mortgage Securities
Portfolio are offered by separate prospectus.

TAX INFORMATION
- --------------------------------------------------------------------------------

Information on the tax status of dividends and distributions is provided
annually.

13
<PAGE> 37

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

SPONSOR DIRECTORS AND OFFICERS
<S> <C>
Shay Financial Services Co. Arthur G. De Russo
111 East Wacker Drive Director
Chicago, Illinois 60601
Wendell L. Evans, Jr.
INVESTMENT ADVISER Director

Shay Assets Management Co. David F. Holland
111 East Wacker Drive Director
Chicago, Illinois 60601
Leon T. Kendall
ADMINISTRATOR AND TRANSFER Director and Chairman
AND DIVIDEND AGENT

Gerald J. Levy
PFPC Inc. Director
103 Bellevue Parkway
Wilmington, Delaware 19809 Rodger D. Shay
President and Director

LEGAL COUNSEL
Edward E. Sammons, Jr.
Vedder, Price, Kaufman & Kammholz Vice President, Treasurer
222 North LaSalle Street and Secretary
Chicago, Illinois 60601
Doris J. Pavel
CUSTODIAN Assistant Secretary

PNC Bank
17th & Chestnut Streets
Philadelphia, Pennsylvania 19101

INDEPENDENT ACCOUNTANTS

Coopers & Lybrand L.L.P.
2400 Eleven Penn Center
Philadelphia, Pennsylvania 19103
</TABLE>

<PAGE> 38
[AMF LOGO]
ADJUSTABLE RATE
MORTGAGE (ARM)
PORTFOLIO

Prospectus

March 1, 1996

<PAGE> 39

TABLE OF CONTENTS
- --------------------------------------------------------------------------------

<TABLE>
<S> <C>
OVERVIEW 1
- -------------------------------------------
FEE TABLE 2
- -------------------------------------------
FINANCIAL HIGHLIGHTS 3
- -------------------------------------------
GENERAL INFORMATION 4
- -------------------------------------------
INVESTMENT INFORMATION 4
- -------------------------------------------
Investment Objective 4
Investment Policies 4
Eligible Investments 4
Adjustable Rate Mortgage
Securities 5
Collateralized Mortgage
Obligations 7
Other Eligible Investments 8
When-Issued and Delayed Delivery
Securities 8
Portfolio Turnover 9
Investment Limitations 9
FUND AND PORTFOLIO INFORMATION 9
- -------------------------------------------
Management of the Fund 9
Board of Directors 9
Investment Adviser 10
Advisory Fee Expenses 10
Adviser's Background 10
Sponsor 10
Sponsorship Fee Expenses 11
Administrator and Transfer and
Dividend Agent 11
Custodian 11
Calculation of Yield and Total
Return 11
NET ASSET VALUE 12
- -------------------------------------------
INVESTING IN THE PORTFOLIO 12
- -------------------------------------------

Share Purchases 12
Minimum Investment Required 13
What Shares Cost 13
Confirmations 13
Dividends 14
Capital Gains 14
REDEEMING SHARES 14
- -------------------------------------------
Telephone Redemption 14
Written Requests 15
Signatures 15
Receiving Payment 15
EXCHANGES 15
- -------------------------------------------
STOCKHOLDER INFORMATION 16
- -------------------------------------------
Voting Rights 16
Tax Information 16

</TABLE>

<PAGE> 40

ADJUSTABLE RATE MORTGAGE (ARM) PORTFOLIO
- --------------------------------------------------------------------------------

[AMF LOGO]
- --------------------------------------------------------------------------------

Prospectus

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

Asset Management Fund, Inc. (the "Fund") is a diversified, open-end
investment company (a mutual fund) whose objective is to achieve as high
a level of current income as is consistent with the preservation of
capital, the maintenance of liquidity and the differing average maturity
of investments held by each of the Fund's portfolios. The Adjustable Rate
Mortgage (ARM) Portfolio (the "Portfolio") is designed to offer a
convenient, liquid, diversified, high quality vehicle for investment in
adjustable rate mortgage securities with lower volatility than fixed-rate
securities of similar quality. The Portfolio's shares are eligible for
purchase by Federal Savings Associations, National Banks and Federal
Credit Unions without limitation under applicable Federal law.

This Prospectus sets forth concisely the information you should read and
know before you invest in the Portfolio. Keep it for future reference.

Prospectus dated March 1, 1996

Asset Management Fund, Inc.,
111 East Wacker Drive, Chicago, Illinois 60601

1
<PAGE> 41

FEE TABLE
- --------------------------------------------------------------------------------
<TABLE>

<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES None
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average net assets)
Advisory Fees 0.45%
12b-1 Fees 0.25%
Other Expenses: 0.08%
Custodian 0.02%
Administrative 0.03%
Miscellaneous 0.03%
-----
Total Fund Operating Expenses 0.78%
=====

EXAMPLE 1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
You would pay the following
expenses on a $1000 investment
assuming (1) 5% annual return
and (2) redemption at the end
of each period. $ 8 $25 $43 $97

</TABLE>

The purpose of this table is to assist you in understanding the various
costs and expenses that you will bear directly or indirectly as an
investor in the Portfolio. The example is based on actual expenses
incurred in the last fiscal year excluding waivers of advisory fees and
12b-1 fees. Although during the prior fiscal year ended October 31, 1995,
the Portfolio's investment adviser waived approximately 44% of its fees
and the Portfolio's sponsor waived approximately 40% of its 12b-1 fees
(see "Financial Highlights," "Advisory Fee Expenses" and "Sponsorship Fee
Expenses"), the fee table has been prepared to illustrate annual fund
operating expenses assuming no fee waivers.

As a result of the 12b-1 fee, long-term shareholders may pay more than
the economic equivalent of the maximum front-end sales charge of 8.50%
permitted by the National Association of Securities Dealers, Inc.
However, because of the low 12b-1 fee charged by the Fund, it would take
in excess of 30 years for this to occur, assuming that the value of the
investment remained constant and that no interest is credited to the
savings from the absence of a front-end sales charge.

The example should not be considered a representation of past or future
expenses or performance. Actual expenses may be greater or lesser than
those shown.

2
<PAGE> 42

FINANCIAL HIGHLIGHTS
ADJUSTABLE RATE MORTGAGE (ARM) PORTFOLIO
- --------------------------------------------------------------------------------

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

YEAR ENDED OCTOBER 31
1995 1994 1993 1992 1991*
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period.............. $ 9.78 $ 10.02 $ 9.98 $ 10.01 $ 10.00
-------- ---------- ---------- ---------- --------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income............................ .6035 .4396 .4267 .5235 .0783
Net realized and unrealized gain (loss) on
investments..................................... .1600 (.2400) .0386 (.0295) .0118
-------- ---------- ---------- ---------- --------
Total from investment operations................. .7635 .1996 .4653 .4940 .0901
-------- ---------- ---------- ---------- --------
LESS DISTRIBUTIONS:
Dividends from net investment income............. (.6035) (.4396) (.4253) (.5240) (.0801)
-------- ---------- ---------- ---------- --------
Total distributions.............................. (.6035) (.4396) (.4253) (.5240) (.0801)
-------- ---------- ---------- ---------- --------
Net asset value, end of period.................... $ 9.94 $ 9.78 $ 10.02 $ 9.98 $ 10.01
======== ========== ========== ========== ========
Total return...................................... 8.02% 2.04% 4.76% 5.05% 7.73%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in 000's)............. $891,538 $1,045,914 $1,572,311 $1,189,309 $220,858
Ratio of expenses to average net assets.......... 0.48%(1) 0.47%(1) 0.46%(1) 0.44%(1) 0.20%(1)(2)
Ratio of net investment income to average net
assets.......................................... 6.12% 4.40% 4.34% 5.14% 6.47%(2)
Portfolio turnover rate.......................... 68% 65% 30% 43% -0-%
- ------------------------------------------------------------------------------------------------------------------------------

</TABLE>

*Reflects operations for the period from September 18, 1991 [commencement of
operations] through October 31, 1991.

[1] Without fee waivers for the years ended October 31, 1995, 1994, 1993 and
1992 and the period ended October 31, 1991, the ratios of expenses to average
net assets would have been .78%, .76%, .76%, .80% and .79% (annualized),
respectively.

[2] Annualized.

3
<PAGE> 43

GENERAL INFORMATION

INVESTMENT INFORMATION

INVESTMENT OBJECTIVE
- --------------------------------------------------------------------------------

The investment objective of the Fund is to achieve as high a level of
current income as is consistent with the preservation of capital, the
maintenance of liquidity and the differing average maturity of
investments held by each of the Fund's portfolios. The Portfolio pursues
this investment objective by investing in the securities described below
and seeking lower volatility of principal. Because of the characteristics
of adjustable rate securities, the investment adviser expects that a
portfolio of these types of securities will generally provide higher
current yields than money market securities or alternative investments of
comparable quality and market value volatility. While the Portfolio's net
asset value will be more volatile than prices of money market securities,
it will be less volatile than prices of fixed-rate securities of similar
quality. While there is no assurance that the Portfolio will achieve its
investment objective, it endeavors to do so by following the investment
policies and limitations described below. The Fund's investment objective
cannot be changed as to the Portfolio without approval of the Portfolio's
stockholders.

INVESTMENT POLICIES
- --------------------------------------------------------------------------------

Eligible Investments

At least 65% of Eligible Investments will consist of Adjustable Rate
Mortgage Securities, except when the Portfolio assumes a temporary
defensive position in other Eligible Investments. The policy of investing
at least 65% of the value of the Portfolio's total assets in Adjustable
Rate Mortgage Securities is deemed fundamental and may not be changed
without stockholder approval.

4
<PAGE> 44

Eligible Investments having a risk-based weighting in excess of 20% under
the current risk-based capital regulations established by the Office of
Thrift Supervision. Also, the Portfolio will not purchase any Eligible
Investments having a risk-based weighting for banks in excess of 50%
under current Federal regulations of the appropriate regulatory agencies.
The risk-based capital information and QTL qualifying percentage will be
communicated quarterly to the stockholders. Furthermore, the Portfolio
may not invest in "high risk" securities that do not meet the tests
contained in the "Supervisory Policy Statement on Securities Activities"
adopted by the Federal Deposit Insurance Corporation, the Office of the
Comptroller of the Currency, the Office of Thrift Supervision and the
National Credit Union Administration, respectively, and the Portfolio
limits its investments to those permissible without limitation for
Federal savings associations, national banks and Federal credit unions
under current applicable regulations.

Adjustable Rate Mortgage Securities

Adjustable Rate Mortgage Securities ("ARMS") are "Mortgage-Related
Securities" that, unlike fixed-rate mortgage securities, have periodic
adjustments in the coupons on the underlying mortgages. The adjustable
rate feature of the mortgages underlying the ARMS in which the Portfolio
invests generally will reduce sharp changes in the Portfolio's net asset
value in response to normal interest rate fluctuations. As the interest
rates on the mortgages underlying the Portfolio's investments are reset
periodically (generally one to twelve months but as long as three years
with a dollar-weighted average not to exceed one year), yields of
Portfolio securities will gradually align themselves to reflect changes
in market rates so that the market value of the Portfolio's securities
will remain relatively constant as compared to fixed-rate instruments.
This in turn should cause the net asset value of the Portfolio to
fluctuate less significantly than it would if the Portfolio invested in
more traditional long-term, fixed-rate debt securities.

The ARMS in which the Portfolio will invest consist of Mortgage-Related
Securities. Under the Securities Exchange Act of 1934, Mortgage-Related
Securities are high quality securities that directly or indirectly
provide funds principally for residential mortgage loans made to home
buyers in the United States and that represent interests in, or are
collateralized by, pools of mortgage loans originated by private lenders
that have been grouped by various governmental, government-related and
private organizations. Most Mortgage-Related Securities are pass-through
securities, which means that they provide investors with payments
consisting of both principal and interest as mortgages in the underlying
mortgage pool are paid off by the borrower. The average maturity of
pass-through Mortgage-Related Securities varies with the maturities of
the underlying mortgage instruments and with the occurrence of
unscheduled prepayments of those mortgage instruments.

5
<PAGE> 45

Mortgage-Related Securities may be classified into the following
principal categories, according to the issuer or guarantor:

- Government Mortgage-Related Securities consist of both governmental and
government-related securities. Governmental securities are backed by
the full faith and credit of the U.S. Government. The Government
National Mortgage Association ("GNMA"), the principal U.S. Government
guarantor of such securities, is a wholly-owned U.S. Government
corporation within the Department of Housing and Urban Development.
GNMA is authorized to guarantee, with the full faith and credit of the
U.S. Government, the timely payment of principal and interest, but not
of market value, on securities issued by approved institutions and
backed by pools of FHA-insured or VA-guaranteed mortgages. Government-
related securities are issued by U.S. Government-sponsored corporations
and are not backed by the full faith and credit of the U.S. Government.
Issuers include the Federal National Mortgage Association ("FNMA") and
the Federal Home Loan Mortgage Corporation ("FHLMC"). FNMA is a U.S.
Government-sponsored corporation owned entirely by private
stockholders. Pass-through securities issued by FNMA are guaranteed as
to timely payment of principal and interest by FNMA. FHLMC issues
Mortgage-Related Securities representing interests in mortgage loans
pooled by it. FHLMC is a U.S. Government-sponsored corporation that
guarantees the timely payment of interest and ultimate collection of
principal, and its stock is publicly traded.

- Private Mortgage-Related Securities represent interests in, or are
collateralized by, pools consisting principally of residential mortgage
loans created by non-governmental issuers. These securities generally
offer a higher rate of interest than governmental and
government-related Mortgage-Related Securities because there are no
direct or indirect government guarantees of payment as in the former
securities, although certain credit enhancements may exist. Securities
issued by private organizations may not have the same degree of
liquidity as those with direct or indirect government guarantees.
Private Mortgage-Related Securities purchased by the Portfolio must be
rated in one of the two highest rating categories by at least one
nationally recognized statistical rating organization.

6
<PAGE> 46

subject to limitations or "caps" on the maximum or minimum interest that
is charged to the mortgagor during the life of the mortgage or to maximum
and minimum changes to the interest rate during a given period. As a
result, the Portfolio will not benefit from increases in interest rates
to the extent that interest rates rise to the point where they cause the
current coupon of adjustable rate mortgages held as investments to exceed
the maximum allowable annual (usually 100 to 200 basis points) or
lifetime reset limits (or "cap rates") for a particular mortgage.
Fluctuations in interest rates above these levels could cause such
mortgage securities to behave more like long-term, fixed-rate debt
securities. Moreover, the Portfolio's net asset value could vary to the
extent that current yields on mortgage-backed securities are different
than market yields during interim periods between coupon reset dates.
Thus, investors could suffer some principal loss if they sold their
shares of the Portfolio before the interest rates on the underlying
mortgages are adjusted to reflect current market rates.

All mortgage-backed securities carry the risk that interest rate declines
may result in accelerated prepayment of mortgages and the proceeds from
such prepayment of mortgages may be reinvested at lower prevailing
interest rates. During periods of declining interest rates, the coupon
rates for ARMS may readjust downward, resulting in lower yields to the
Portfolio. Further, because of this feature, ARMS may have less potential
for capital appreciation than fixed-rate instruments of comparable
maturities during periods of declining interest rates. Therefore, ARMS
may be less effective than fixed-rate securities as a means of "locking
in" long-term interest rates.

In addition, to the extent mortgage securities are purchased at a
premium, mortgage foreclosures and unscheduled principal prepayments may
result in some loss of the holders' principal investment to the extent of
the premium paid. On the other hand, if mortgage securities are purchased
at a discount, both a scheduled payment of principal and an unscheduled
repayment of principal will increase current and total returns.

Collateralized Mortgage Obligations

7
<PAGE> 47

maturity or final distribution date. In one structure, payments of
principal, including any principal prepayments, on the collateral are
applied to the classes in the order of their respective stated maturities
or final distribution dates, so that no payment of principal will be made
on any class until all classes having an earlier stated maturity or final
distribution date have been paid in full. In other structures, certain
classes may pay concurrently, or one or more classes may have a priority
with respect to payments on the underlying collateral up to a specified
amount. The Portfolio will not invest in any class with residual
characteristics. In addition, the Portfolio limits its purchase of CMOs
and REMICs issued by private entities to those that are rated in one of
the two highest rating categories by at least one nationally recognized
statistical ratings organization, and all CMOs and REMICs must pass the
"high risk" tests applicable to the investments of Federal savings
associations, national banks and Federal credit unions.

Other Eligible Investments

In addition, Eligible Investments include: (1) certain U.S. Government or
agency securities, including Mortgage-Related Securities with fixed rates
of interest, certain of which are not backed by the full faith and credit
of the U.S. Government (see the Statement of Additional Information), (2)
Private Mortgage-Related Securities with fixed rates of interest rated in
one of the two highest rating categories by at least one nationally
recognized statistical rating organization, (3) investments in
certificates of deposit or other time deposits or accounts of a
commercial or savings bank or savings association whose deposits are
insured by the Federal Deposit Insurance Corporation (an "FDIC Insured
Institution"), including foreign branches of FDIC insured banks, (4)
bankers' acceptances of an FDIC insured bank, if such acceptances have
remaining maturities of six months or less and the Portfolio's total
investment in such acceptances of the same bank does not exceed 0.25% of
such bank's total deposits, or (5) repurchase agreements collateralized
by certain types of Eligible Investments of the Portfolio (see the
Statement of Additional Information). The Board of Directors has adopted
operating policies to further restrict certain investments (see Statement
of Additional Information). When business or financial conditions
warrant, the Portfolio may take a temporary defensive position and invest
without limit in the foregoing investments.

When-Issued and Delayed Delivery Securities

8
<PAGE> 48

when-issued or delayed delivery basis, the Portfolio must set aside funds
in a segregated account to pay for the purchase; and until acquisition,
the Portfolio will not earn any interest on the security. The Portfolio
may not enter into when-issued commitments exceeding in the aggregate 15%
of the value of the Portfolio's total assets, less liabilities other than
the obligations created by when-issued commitments.

Portfolio Turnover

The Portfolio may engage in trading of its portfolio securities to take
advantage of market variations and to enhance liquidity. The portfolio
turnover is set forth for certain periods in the table under "Financial
Highlights."

Investment Limitations

These limitations cannot be changed as to the Portfolio without approval
of the Portfolio's stockholders.

The Portfolio may not borrow except that it may borrow from banks for
temporary
or emergency purposes in an aggregate amount not exceeding 10% of the
value of its net assets and may pledge up to 20% of its net assets to
secure such
borrowings. To the extent that borrowings exceed 5% of the Portfolio's
net assets,
such borrowings will be repaid before any investments are made.

The Portfolio will not purchase any Eligible Investments maturing in more
than seven days for which market quotations are not readily available, or
purchase Interest Rate Caps and Floors, or enter into any repurchase
agreements maturing in more than seven days if, as a result, more than
10% of the market value of its total assets would be invested in such
illiquid Eligible Investments.

The Portfolio will not invest more than 25% of its total assets in the
securities of issuers in any single industry, provided that there shall
be no limitation on investments in the mortgage and mortgage-finance
industry or on obligations issued or guaranteed by the U.S. Government or
its agencies or instrumentalities.

FUND AND PORTFOLIO INFORMATION

MANAGEMENT OF THE FUND
- --------------------------------------------------------------------------------

Board of Directors

9
<PAGE> 49

INVESTMENT ADVISER
- --------------------------------------------------------------------------------

Advisory Fee Expenses

For the Fund's fiscal year ended October 31, 1995, the Fund paid the
Adviser aggregate fees of 0.25% of the Portfolio's average daily net
assets (net of fee waivers totalling approximately 0.20%). The Adviser
may voluntarily elect to waive its advisory fees in an amount up to but
not to exceed 0.45% of the average daily net assets of the Portfolio.

This voluntary waiver agreement may be terminated at any time by the
Adviser. For the fiscal year ended October 31, 1995, total expenses of
the Portfolio were 0.48% of its average net assets (net of fee waivers).

Adviser's Background

SPONSOR
- --------------------------------------------------------------------------------

10
<PAGE> 50

distribution plan adopted by the Fund pursuant to Rule 12b-1 under the
Investment Company Act of 1940 (the "12b-1 Plan").

Sponsorship Fee Expenses

For the Fund's fiscal year ended October 31, 1995, the Fund paid the
Sponsor a fee of 0.15% of the Portfolio's average net assets (net of fee
waivers totalling approximately 0.10%). The Sponsor may voluntarily elect
to waive its 12b-1 fees in an amount up to but not to exceed 0.25% of the
average daily net assets of the Portfolio. This voluntary waiver
agreement may be terminated at any time by the Sponsor. The Sponsor also
currently receives 12b-1 fees for distribution services rendered to the
Fund's other portfolios. Although the Sponsor's fee is calculable
separately with respect to each portfolio of the Fund and the Sponsor
reports expense information to the Fund on a portfolio-by-portfolio
basis, any 12b-1 fee received by the Sponsor in excess of expenses for a
given portfolio may be used for any purpose, including payment of
otherwise unreimbursed expenses incurred in distributing shares of
another portfolio or to compensate another dealer for distribution
assistance. The 12b-1 Plan does not permit a portfolio to be charged for
interest, carrying, or other financing charges on any such unreimbursed
carryover amounts, but it does provide for reimbursement for a portion of
the Sponsor's overhead expenses.

ADMINISTRATOR AND TRANSFER AND DIVIDEND AGENT
- --------------------------------------------------------------------------------

CUSTODIAN
- --------------------------------------------------------------------------------

PNC Bank, Philadelphia, Pennsylvania, is the custodian of the Portfolio's
investments. PNC Bank and PFPC are affiliates of PNC Bank Corp.

CALCULATION OF YIELD AND TOTAL RETURN
- --------------------------------------------------------------------------------

From time to time the Portfolio advertises its "yield" and "total
return." These figures are based on historical earnings and are not
intended to indicate future performance.

11
<PAGE> 51

period for twelve periods and is shown as a percentage of the investment.
The income earned on the investment is also assumed to be reinvested at
the end of the sixth 30-day period.

The "total return" of the Portfolio shows what an investment in the
Portfolio would have earned over a specified period of time (one year and
any longer period of time measured from September 18, 1991, the date the
Portfolio's shares were first offered publicly), assuming that all
distributions and dividends by the Portfolio were reinvested on the
reinvestment dates during the period and less all recurring fees. Any
agreement by the Adviser and Sponsor to reduce or waive their fees under
certain circumstances may cause the Portfolio's yield and total return to
be higher than they otherwise would be. See "Advisory Fee Expenses" and
"Sponsorship Fee Expenses."

NET ASSET VALUE

INVESTING IN THE PORTFOLIO

SHARE PURCHASES
- --------------------------------------------------------------------------------

Purchase orders are accepted on each Business Day and become effective
upon receipt and acceptance by the fund. (As used in this Prospectus, the
term "Business Day" means any day on which the Adviser and PNC Bank are
both open for business.) Payment must be in the form of Federal funds.
Wire transfer instructions for Federal funds should be as follows: PNC
Bank, Philadelphia, PA, ABA-0310-0005-3; From: (Name of Investor);
Account Number (Investor's account number with the Fund); For purchase of
Asset Management Fund, Adjustable; Amount: $(Amount to be invested).

For an investor's purchase to be eligible for same day settlement, the
purchase order must be received on a Business Day before 12:00 Noon, New
York City time

12
<PAGE> 52

(or 1:00 P.M., New York City time, for Pacific time zone investors as
determined by their addresses in the Fund's records), and payment for the
purchase order must be received by PNC Bank by 4:00 P.M., New York City
time, of that day. For investors seeking next day settlement, the
purchase order must be received on a Business Day before 4:00 P.M., New
York City time, and payment must be received by PNC Bank by 4:00 P.M.,
New York City time, on the next Business Day after the purchase order was
received. An investor must indicate to the Fund at the time the order is
placed whether same day or next day settlement is sought. Payment must be
received by PNC Bank by 4:00 P.M., New York City time, on the Business
Day designated for settlement or the order will be cancelled.

MINIMUM INVESTMENT REQUIRED
- --------------------------------------------------------------------------------

The minimum initial investment in the Portfolio is $10,000. There is no
minimum balance. Subsequent purchases may be made in any amount.

WHAT SHARES COST
- --------------------------------------------------------------------------------

CONFIRMATIONS
- --------------------------------------------------------------------------------

13
<PAGE> 53

DIVIDENDS
- --------------------------------------------------------------------------------

CAPITAL GAINS
- --------------------------------------------------------------------------------

Net capital gains, if any, realized by the Portfolio are declared and
paid once each year and reinvested in shares or, at the stockholder's
option, paid in cash.

REDEEMING SHARES

TELEPHONE REDEMPTION
- --------------------------------------------------------------------------------

14
<PAGE> 54

recommends that all redemption requests be placed so as to be received
prior to 12:00 Noon, New York City time, because of the advantage in
having proceeds sent the next Business Day.

WRITTEN REQUESTS
- --------------------------------------------------------------------------------

Signatures

Signatures on written redemption requests and share certificates must be
guaranteed by:

Receiving Payment

Proceeds of written redemption requests are sent at the same time and in
the same manner as for telephone redemptions, based on the time of the
receipt in proper form.

EXCHANGES

An exchange between portfolios will normally involve realization of a
capital gain or loss, since for Federal income tax purposes an exchange
is treated as a sale of the

15
<PAGE> 55

shares from which the exchange is made and a purchase of the shares into
which the exchange is made.

The Fund reserves the right to amend or terminate this privilege.

STOCKHOLDER INFORMATION

VOTING RIGHTS
- --------------------------------------------------------------------------------

The Fund has five Portfolios: the Money Market Portfolio, the Short U.S.
Government Securities Portfolio, the Adjustable Rate Mortgage (ARM)
Portfolio, the Intermediate Mortgage Securities Portfolio and the U.S.
Government Mortgage Securities Portfolio and five classes of shares,
representing interests only in the corresponding portfolio and having
equal voting rights within each class. Shares of the Money Market
Portfolio, the Short U.S. Government Securities Portfolio, the
Intermediate Mortgage Securities Portfolio and the U.S. Government
Mortgage Securities Portfolio are offered by separate prospectus.

TAX INFORMATION
- --------------------------------------------------------------------------------

Information on the tax status of dividends and distributions is provided
annually.

16
<PAGE> 56

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SPONSOR DIRECTORS AND OFFICERS
<S> <C>
Shay Financial Services Co. Arthur G. De Russo
111 East Wacker Drive Director
Chicago, Illinois 60601
Wendell L. Evans, Jr.
INVESTMENT ADVISER Director

Shay Assets Management Co. David F. Holland
111 East Wacker Drive Director
Chicago, Illinois 60601

Leon T. Kendall
ADMINISTRATOR AND TRANSFER Director and Chairman
AND DIVIDEND AGENT

Gerald J. Levy
PFPC Inc. Director
103 Bellevue Parkway
Wilmington, Delaware 19809 Rodger D. Shay
President and Director
LEGAL COUNSEL
Edward E. Sammons, Jr.
Vedder, Price, Kaufman & Kammholz Vice President, Treasurer
222 North LaSalle Street and Secretary
Chicago, Illinois 60601
Doris J. Pavel
CUSTODIAN Assistant Secretary

PNC Bank
17th & Chestnut Streets
Philadelphia, Pennsylvania 19101

INDEPENDENT ACCOUNTANTS

Coopers & Lybrand L.L.P.
2400 Eleven Penn Center
Philadelphia, Pennsylvania 19103
</TABLE>
<PAGE> 57
[AMF LOGO]

INTERMEDIATE
MORTGAGE SECURITIES
PORTFOLIO

Prospectus

March 1, 1996

<PAGE> 58

TABLE OF CONTENTS
- --------------------------------------------------------------------------------

<TABLE>
<S> <C>
OVERVIEW 1
- -------------------------------------------
FEE TABLE 2
- -------------------------------------------
FINANCIAL HIGHLIGHTS 3
- -------------------------------------------
GENERAL INFORMATION 4
- -------------------------------------------
INVESTMENT INFORMATION 4
- -------------------------------------------
Investment Objective 4
Investment Policies 4
Eligible Investments 4
Mortgage-Related Securities 5
Collateralized Mortgage
Obligations 7
Other Eligible Investments 8
When-Issued and Delayed Delivery
Securities 8
Portfolio Turnover 9
Investment Limitations 9
FUND AND PORTFOLIO INFORMATION 9
- -------------------------------------------
Management of the Fund 9
Board of Directors 9
Investment Adviser 10
Advisory Fee Expenses 10
Adviser's Background 10
Sponsor 10
Sponsorship Fee Expenses 11
Administrator and Transfer and
Dividend Agent 11
Custodian 11
Calculation of Yield and Total
Return 11
NET ASSET VALUE 12
- -------------------------------------------
INVESTING IN THE PORTFOLIO 12
- -------------------------------------------
Share Purchases 12
Minimum Investment Required 13
What Shares Cost 13
Confirmations 13
Dividends 14
Capital Gains 14
REDEEMING SHARES 14
- -------------------------------------------
Telephone Redemption 14
Written Requests 15
Signatures 15
Receiving Payment 15
EXCHANGES 15
- -------------------------------------------
STOCKHOLDER INFORMATION 16
- -------------------------------------------
Voting Rights 16
Tax Information 16
</TABLE>

<PAGE> 59

INTERMEDIATE MORTGAGE SECURITIES PORTFOLIO
- --------------------------------------------------------------------------------

[AMF LOGO]
- --------------------------------------------------------------------------------

Prospectus

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

Asset Management Fund, Inc. (the "Fund") is a diversified, open-end
investment company (a mutual fund) whose objective is to achieve as high
a level of current income as is consistent with the preservation of
capital, the maintenance of liquidity and the differing average maturity
of investments held by each of the Fund's portfolios. The Intermediate
Mortgage Securities Portfolio (the "Portfolio") is designed to offer a
convenient, liquid, diversified, high quality vehicle for investment in
intermediate-term mortgage-related securities. The Portfolio's shares are
eligible for purchase by Federal Savings Associations, National Banks and
Federal Credit Unions without limitation under applicable Federal law.

This Prospectus sets forth concisely the information you should read and
know before you invest in the Portfolio. Keep it for future reference.

Prospectus dated March 1, 1996

Asset Management Fund, Inc.,
111 East Wacker Drive, Chicago, Illinois 60601

1
<PAGE> 60

FEE TABLE
- --------------------------------------------------------------------------------

<TABLE>
<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES None
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average net assets)
Advisory Fees 0.35%
12b-1 Fees 0.15%
Other Expenses: 0.08%
Custodian 0.02%
Administrative 0.03%
Miscellaneous 0.03%
-------
Total Fund Operating Expenses 0.58%
========

The purpose of this table is to assist you in understanding the various
costs and expenses that you will bear directly or indirectly as an
investor in the Portfolio. The example is based on actual expenses
incurred in the last fiscal year excluding waivers of advisory fees.
Although the Portfolio's investment adviser has waived approximately 57%
of its fees during the prior fiscal year ended October 31, 1995 (see
"Financial Highlights" and "Advisory Fee Expenses"), the fee table has
been prepared to illustrate annual fund operating expenses assuming no
fee waivers.

The example should not be considered a representation of past or future
expenses or performance. Actual expenses may be greater or lesser than
those shown.

2
<PAGE> 61

FINANCIAL HIGHLIGHTS
INTERMEDIATE MORTGAGE SECURITIES PORTFOLIO
- --------------------------------------------------------------------------------

The following table includes selected data for a share outstanding throughout
each period and other performance information comprising part of the financial
statements that have been audited by Coopers & Lybrand L.L.P., independent
accountants, whose report thereon is incorporated by reference in the Statement
of Additional Information. Prior to June 2, 1992, the name of the Portfolio was
the Corporate Bond Portfolio and the Portfolio was invested primarily in
investment grade corporate bonds. The data and ratios shown below reflect the
record as the Corporate Bond Portfolio prior to June 2, 1992. More detailed
information concerning the Portfolio's performance and the audited financial
statements is available in the Fund's Annual Report dated October 31, 1995 and
may be obtained without charge by writing or calling the Fund.

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

<TABLE>
<CAPTION>
YEAR ENDED OCTOBER 31
1995 1994 1993 1992 1991 1990 1989 1988 1987*
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------
Net asset value, beginning
of period.................. $ 9.34 $ 10.00 $ 9.80 $ 9.61 $ 9.00 $ 9.56 $ 9.47 $ 9.01 $ 10.00
-------- -------- -------- -------- ------- ------- ------- -------- --------
INCOME FROM INVESTMENT
OPERATIONS:
Net investment income...... .6211 .5407 .5982 .7161 .8071 .8475 .8555 .8329 .7391
Net realized and unrealized
gain (loss) on
investments............... .3400 (.6600) .1987 .1909 .6100 (.5600) .0900 .4600 (.9900)
-------- -------- -------- -------- ------- ------- ------- -------- --------
Total from investment
operations............. .9611 (.1193) .7969 .9070 1.4171 .2875 .9455 1.2929 (.2509)
-------- -------- -------- -------- ------- ------- ------- -------- --------
LESS DISTRIBUTIONS:
Dividends from net
investment income......... (.6211) (.5407) (.5969) (.7170) (.8071) (.8475) (.8555) (.8329) (.7391)
-------- -------- -------- -------- ------- ------- ------- -------- --------
Total distributions...... (.6211) (.5407) (.5969) (.7170) (.8071) (.8475) (.8555) (.8329) (.7391)
-------- -------- -------- -------- ------- ------- ------- -------- --------
Net asset value, end of
period..................... $ 9.68 $ 9.34 $ 10.00 $ 9.80 $ 9.61 $ 9.00 $ 9.56 $ 9.47 $ 9.01
======== ======== ======== ======== ======= ======= ======= ======== ========
Total return................ 10.63% (1.18%) 8.33% 9.74% 16.41% 3.17% 10.61% 14.92% (2.10%)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period
(in 000's)................ $187,087 $213,427 $218,032 $116,458 $59,298 $66,854 $76,454 $106,310 $120,905
Ratio of expenses to
average net assets........ 0.38%(1) 0.39%(1) 0.37%(1) 0.43%(1) 0.63% 0.58%(1) 0.55%(1) 0.55%(1) 0.55%(1)(2)
Ratio of net investment
income to average net
assets.................... 6.55% 5.61% 5.94% 7.14% 8.71% 9.18% 9.20% 9.00% 8.57%(2)
Portfolio turnover rate.... 133% 358% 106% 226% 39% 30% 66% 63% 61%
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

*Reflects operations for the period from December 1, 1986 to October 31, 1987.

[1] Without fee waivers for the years ended October 31, 1995, 1994, 1993, 1992,
1990, 1989 and 1988 and the period ended October 31, 1987, the ratios of
expenses to average net assets would have been .58%, .59%, .57%, .61%, .59%,
.60%, .58% and .62% [annualized], respectively.

[2] Annualized.

3
<PAGE> 62

GENERAL INFORMATION

INVESTMENT INFORMATION

INVESTMENT OBJECTIVE
- --------------------------------------------------------------------------------

INVESTMENT POLICIES
- --------------------------------------------------------------------------------

Eligible Investments

At least 65% of such Eligible Investments will consist of
Mortgage-Related Securities paying fixed or adjustable rates of interest,
except when the Portfolio assumes a temporary defensive position in other
Eligible Investments. The policy of investing at least 65% of the value
of the Portfolio's total assets in Mortgage-Related Securities is deemed
fundamental and may not be changed without stockholder approval. The
Portfolio intends to invest in Mortgage-Related Securities that will
produce less price volatility than would normally be associated with the
ownership of 30-year, fixed-rate mortgage-backed securities. Generally,
the Portfolio will seek to acquire Mortgage-Related Securities having an
expected average life of 2 to 7 years at the time of purchase and would
also seek to maintain a dollar-weighted expected average life of between
2 to 7 years with respect to such securities held by the Portfolio at any
one time. These goals might be difficult to meet in certain environments
when mortgage prepayments are very high or very low, but in no case would
the Portfolio invest in a Mortgage-Related Security that had an expected
average life of greater than 10 years at the time of purchase.

4
<PAGE> 63

the Portfolio expects that, absent extraordinary market developments, at
least 65% of its assets will qualify for QTL purposes for savings
associations, although actual percentages may be higher. In addition, the
Portfolio will not purchase any Eligible Investments having a risk-based
weighting in excess of 20% under the current risk-based capital
regulations established by the Office of Thrift Supervision. Also, the
Portfolio will not purchase any Eligible Investments having a risk-based
weighting for banks in excess of 50% under current Federal regulations of
the appropriate regulatory agencies. The risk-based capital information
and QTL qualifying percentage will be communicated quarterly to the
stockholders. Furthermore, the Portfolio may not invest in "high risk"
securities that do not meet the test contained in the "Supervisory Policy
Statement on Securities Activities" adopted by the Federal Deposit
Insurance Corporation, the Office of the Comptroller of the Currency, the
Office of Thrift Supervision and the National Credit Union
Administration, respectively, and the Portfolio limits its investments to
those permissible without limitation for Federal savings associations,
national banks and Federal credit unions under current applicable
regulations.

Mortgage-Related Securities

"Mortgage-Related Securities" are high quality securities that directly
or indirectly provide funds principally for residential mortgage loans
made to home buyers in the United States and that represent interests in,
or are collateralized by, pools of mortgage loans originated by private
lenders that have been grouped by various governmental,
government-related and private organizations. Most Mortgage-Related
Securities are pass-through securities, which means that they provide
investors with payments consisting of both principal and interest as
mortgages in the underlying mortgage pool are paid off by the borrowers.
The average maturity of pass-through Mortgage-Related Securities varies
with the maturities of the underlying mortgage instruments and with the
occurrence of unscheduled prepayments of those mortgage instruments.

Mortgage-Related Securities may be classified into the following
principal categories, according to the issuer or guarantor:

5
<PAGE> 64

Mortgage Corporation ("FHLMC"). FNMA is a U.S. Government-sponsored
corporation owned entirely by private stockholders. Pass-through
securities issued by FNMA are guaranteed as to timely payment of
principal and interest by FNMA. FHLMC issues Mortgage-Related
Securities representing interests in mortgage loans pooled by it. FHLMC
is a U.S. Government-sponsored corporation that guarantees the timely
payment of interest and ultimate collection of principal, and its stock
is publicly traded.

Mortgage-Related Securities include both fixed and adjustable rate
mortgage securities ("ARMS"). Unlike fixed-rate mortgage securities, ARMS
have periodic adjustments in the coupons on the underlying mortgages. The
adjustable rate feature of the mortgages underlying the ARMS in which the
Portfolio invests generally will help to reduce sharp changes in the
Portfolio's net asset value in response to normal interest rate
fluctuations to the extent that the Portfolio is invested in ARMS. As the
interest rates on the mortgages underlying the Portfolio's investments in
ARMS are reset periodically (generally one to twelve months but as long
as five years), the yields of such Portfolio securities will gradually
align themselves to reflect changes in market rates so that the market
value of such securities will remain relatively constant as compared to
fixed-rate instruments. This in turn should cause the net asset value of
the Portfolio to fluctuate less than it would if the Portfolio invested
entirely in more traditional longer-term, fixed-rate debt securities.

6
<PAGE> 65

"caps" on the maximum or minimum interest that is charged to the
mortgagor during the life of the mortgage or to maximum and minimum
changes in the interest rate during a given period. As a result, the
Portfolio will not benefit from increases in interest rates to the extent
that interest rates rise to the point where they cause the current coupon
of adjustable rate mortgages held as investments to exceed the maximum
allowable annual (usually 100 to 200 basis points) or lifetime reset
limits (or "cap rates") for a particular mortgage. Fluctuations in
interest rates above these levels could cause such mortgage securities to
behave more like long-term, fixed-rate debt securities. Moreover, the
Portfolio's net asset value could vary to the extent that current yields
on mortgage-backed securities are different than market yields during
interim periods between coupon reset dates. Thus, investors could suffer
some principal loss if they sold their shares of the Portfolio before the
interest rates on the underlying mortgages are adjusted to reflect
current market rates.

If mortgage securities are purchased at a premium, mortgage foreclosures
and unscheduled principal prepayments may result in some loss of the
holders' principal investment to the extent of the premium paid. On the
other hand, if mortgage securities are purchased at a discount, both a
scheduled payment of principal and an unscheduled repayment of principal
will increase current and total returns.

Collateralized Mortgage Obligations

7
<PAGE> 66

including any principal prepayments, on the collateral are applied to the
classes in the order of their respective stated maturities or final
distribution dates, so that no payment of principal will be made on any
class until all classes having an earlier stated maturity or final
distribution date have been paid in full. In other structures, certain
classes may pay concurrently, or one or more classes may have a priority
with respect to payments on the underlying collateral up to a specified
amount. The Portfolio will not invest in any class with residual
characteristics. In addition, the Portfolio limits its purchase of CMOs
and REMICs issued by private entities to those that are rated in one of
the two highest rating categories by at least one nationally recognized
statistical ratings organization, and all CMOs and REMICs must pass the
"high risk" tests applicable to the investments of Federal savings
associations, national banks and Federal credit unions.

Other Eligible Investments

In addition to the investments described above, Eligible Investments
include: (1) certain U.S. Government or agency securities, including
certain Mortgage-Related Securities, certain of which are not backed by
the full faith and credit of the U.S. Government (see the Statement of
Additional Information), (2) investments in certificates of deposit or
other time deposits or accounts of a commercial or savings bank or
savings association whose deposits are insured by the Federal Deposit
Insurance Corporation (an "FDIC Insured Institution"), including foreign
branches of FDIC insured banks, (3) repurchase agreements collateralized
by Eligible Investments of the Portfolio (see the Statement of Additional
Information), or (4) bankers' acceptances of an FDIC insured bank if such
acceptances have remaining maturities of six months or less and the
Portfolio's total investment in such acceptances of the same bank does
not exceed 0.25% of such bank's total deposits. The Board of Directors
has adopted operating policies to further restrict certain investments
(see the Statement of Additional Information). When business or financial
conditions warrant, the Portfolio may take a temporary defensive position
and invest without limit in the foregoing investments.

When-Issued and Delayed Delivery Securities

The Portfolio may purchase securities on a when-issued or delayed
delivery basis, i.e., for delivery and payment at a future date. The
purchase price and the interest rate payable on the securities are fixed
on the transaction date. At the time of its delivery, a when-issued or
delayed delivery security may be valued at less than the purchase price.
The Portfolio will make commitments for such transactions only when it
has the intention of actually acquiring the securities. If the Portfolio
chooses to dispose of the right to acquire a when-issued or delayed
delivery security prior to its acquisition, it could, as with the
disposition of any other portfolio investment, incur a gain or loss due
to market fluctuation. When securities are purchased on a when-issued or
delayed delivery basis, the Portfolio must set aside funds in a
segregated account to pay for the purchase; and until acquisition, the
Portfolio will not earn any interest on the security. The Portfolio may
not enter into when-issued

8
<PAGE> 67

commitments exceeding in the aggregate 15% of the value of the
Portfolio's total assets, less liabilities other than the obligations
created by when-issued commitments.

Portfolio Turnover

Investment Limitations

The Portfolio may not borrow except that it may borrow from banks for
temporary purposes in an aggregate amount not exceeding 10% of the value
of its net assets and may pledge up to 20% of its net assets to secure
such borrowings. All borrowings of the Portfolio may not exceed in the
aggregate one-third of the value of the Portfolio's total assets, less
liabilities other than such borrowings. To the extent that borrowings
exceed 5% of the Portfolio's net assets, such borrowings will be repaid
before any investments are made.

The Portfolio will not purchase any Eligible Investments maturing in more
than seven days for which market quotations are not readily available and
will not enter into any repurchase agreements maturing in more than seven
days if, as a result, more than 15% of the market value of its total
assets would be invested in such illiquid Eligible Investments together
with repurchase agreements maturing in more than seven days. To the
extent Rule 144A securities are deemed by the investment adviser, subject
to the supervision of the Board of Directors, to be illiquid, they will
be subject to the foregoing 15% limitation on illiquid investments.

The Portfolio will not invest more than 25% of its total assets in the
securities of issuers in any single industry; provided that there shall
be no limitation on investments in the mortgage and mortgage finance
industry (in which more than 25% of the value of the Portfolio's total
assets will, except for temporary defensive purposes, be invested) or on
obligations issued or guaranteed by the U.S. Government or its agencies
or instrumentalities.

FUND AND PORTFOLIO INFORMATION

MANAGEMENT OF THE FUND
- --------------------------------------------------------------------------------

Board of Directors

9
<PAGE> 68

INVESTMENT ADVISER
- --------------------------------------------------------------------------------

Advisory Fee Expenses

For the Fund's fiscal year ended October 31, 1995, the Fund paid the
Adviser aggregate fees of 0.15% of the Portfolio's average net assets
(net of fee waivers totalling approximately 0.20%). The Adviser has
agreed to waive or reduce (but not below zero) its advisory fees
allocated to the Portfolio to the extent that the daily ratio of
operating expenses to average daily net assets of the Portfolio exceeds
0.75%. The Adviser may supplementally waive advisory fees in an amount up
to but not to exceed 0.35% of the average daily net assets of the
Portfolio. This voluntary supplemental waiver agreement may be terminated
by the Adviser at any time. For the Fund's fiscal year ended October 31,
1995, total expenses of the Portfolio were 0.38% of its average net
assets (net of fee waivers).

Adviser's Background

SPONSOR
- --------------------------------------------------------------------------------

10
<PAGE> 69

services, the Sponsor receives an annual fee from the Fund in accordance
with the distribution plan adopted by the Fund pursuant to Rule 12b-1
under the Investment Company Act of 1940 (the "12b-1 Plan").

Sponsorship Fee Expenses

ADMINISTRATOR AND TRANSFER AND DIVIDEND AGENT
- --------------------------------------------------------------------------------

PFPC Inc. ("PFPC"), 103 Bellevue Parkway, Wilmington, Delaware 19809,
performs various administrative services for the Fund with respect to the
Portfolio. These services include maintenance of books and records,
preparation of governmental filings and stockholder reports, and
computation of net asset values and daily dividends. For the Fund's
fiscal year ended October 31, 1995, the Fund paid PFPC a fee of 0.03% of
the Portfolio's net assets for the above administrative services. PFPC is
also transfer and dividend agent for the Portfolio's shares.

CUSTODIAN
- --------------------------------------------------------------------------------

PNC Bank, Philadelphia, Pennsylvania, is the custodian of the Portfolio's
investments. PNC Bank and PFPC are affiliates of PNC Bank Corp.

CALCULATION OF YIELD AND TOTAL RETURN
- --------------------------------------------------------------------------------

From time to time the Portfolio advertises its "yield" and "total
return." These figures are based on historical earnings and are not
intended to indicate future performance.

11
<PAGE> 70

period for twelve periods and is shown as a percentage of the investment.
The income earned on the investment is also assumed to be reinvested at
the end of the sixth 30-day period.

The "total return" of the Portfolio shows what an investment in the
Portfolio would have earned over a specified period of time (one year,
five years and any longer period of time measured from November 7, 1986,
the initial effective date of the Portfolio's registration statement)
assuming that all distributions and dividends by the Portfolio were
reinvested on the reinvestment dates during the period and less all
recurring fees. Any agreement by the Adviser and Sponsor to reduce or
waive their fees under certain circumstances may cause the Portfolio's
yield and total return to be higher than they otherwise would be. See
"Advisory Fee Expenses" and "Sponsorship Fee Expenses."

NET ASSET VALUE

The Portfolio's net asset value per share fluctuates daily. It is
determined by dividing the value of all securities and all other assets,
less liabilities, by the number of shares outstanding. The Portfolio's
investments are valued at market value or, if market quotations are not
readily available, at fair value determined in good faith by the Board of
Directors. Short-term instruments maturing within 60 days may be valued
at amortized cost, provided that the Board of Directors determines that
amortized cost represents fair value.

INVESTING IN THE PORTFOLIO

SHARE PURCHASES
- --------------------------------------------------------------------------------

For an investor's purchase to be eligible for same day settlement, the
purchase order must be received on a Business Day before 12:00 Noon, New
York City time

12
<PAGE> 71

MINIMUM INVESTMENT REQUIRED
- --------------------------------------------------------------------------------

The minimum initial investment in the Portfolio is $10,000. There is no
minimum balance. Subsequent purchases may be made in any amount.

WHAT SHARES COST
- --------------------------------------------------------------------------------

CONFIRMATIONS
- --------------------------------------------------------------------------------

13
<PAGE> 72

DIVIDENDS
- --------------------------------------------------------------------------------

CAPITAL GAINS
- --------------------------------------------------------------------------------

Net capital gains, if any, realized by the Portfolio are declared and
paid once each year and reinvested in shares or, at the stockholder's
option, paid in cash.

REDEEMING SHARES

TELEPHONE REDEMPTION
- --------------------------------------------------------------------------------

14
<PAGE> 73

12:00 Noon, New York City time, because of the advantage in having
proceeds sent the next Business Day.

WRITTEN REQUESTS
- --------------------------------------------------------------------------------

Portfolio shares may also be redeemed by sending a written request to the
Sponsor, 111 East Wacker Drive, Chicago, Illinois 60601; Attention: Asset
Management Fund, Inc. If share certificates have been issued, they must
be properly endorsed and guaranteed and be received by PFPC before the
redemption will be effected.

Signatures

Signatures on written redemption requests and share certificates must be
guaranteed by:

Receiving Payment

Proceeds of written redemption requests are sent at the same time and in
the same manner as for telephone redemptions, based on the time of the
receipt in proper form.

EXCHANGES

15
<PAGE> 74

The Fund reserves the right to amend or terminate this privilege with
notice to stockholders.

STOCKHOLDER INFORMATION

VOTING RIGHTS
- --------------------------------------------------------------------------------

The Fund has five Portfolios; the Money Market Portfolio, the Short U.S.
Government Securities Portfolio, the Adjustable Rate Mortgage (ARM)
Portfolio, the Intermediate Mortgage Securities Portfolio and the U.S.
Government Mortgage Securities Portfolio and five classes of shares,
representing interests only in the corresponding portfolio and having
equal voting rights within each class. Shares of the Money Market
Portfolio, the Short U.S. Government Securities Portfolio, the Adjustable
Rate Mortgage (ARM) Portfolio and the U.S. Government Mortgage Securities
Portfolio are offered by separate prospectus.

TAX INFORMATION
- --------------------------------------------------------------------------------

Information on the tax status of dividends and distributions is provided
annually.

16
<PAGE> 75

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

<TABLE>
SPONSOR DIRECTORS AND OFFICERS
<S> <C>
Shay Financial Services Co. Arthur G. De Russo
111 East Wacker Drive Director
Chicago, Illinois 60601
Wendell L. Evans, Jr.
INVESTMENT ADVISER Director

PNC Bank
17th & Chestnut Streets
Philadelphia, Pennsylvania 19101

INDEPENDENT ACCOUNTANTS

Coopers & Lybrand L.L.P.
2400 Eleven Penn Center
Philadelphia, Pennsylvania 19103
</TABLE>

<PAGE> 76

[AMF LOGO]
U.S. GOVERNMENT
MORTGAGE SECURITIES
PORTFOLIO

Prospectus
March 1, 1996

<PAGE> 77

TABLE OF CONTENTS
- --------------------------------------------------------------------------------

FUND AND PORTFOLIO INFORMATION 9
- -------------------------------------------
Management of the Fund 9
Board of Directors 9
Investment Adviser 9
Advisory Fee Expenses 10
Adviser's Background 10
Sponsor 10
Sponsorship Fee Expenses 11
Administrator and Transfer and
Dividend Agent 11
Custodian 11
Calculation of Yield and Total
Return 11

NET ASSET VALUE 12
- -------------------------------------------
INVESTING IN THE PORTFOLIO 12
- -------------------------------------------
Share Purchases 12
Minimum Investment Required 13
What Shares Cost 13
Confirmations 13
Dividends 13
Capital Gains 14

REDEEMING SHARES 14
- -------------------------------------------
Telephone Redemption 14

Written Requests 15
Signatures 15
Receiving Payment 15

EXCHANGES 15
- -------------------------------------------
STOCKHOLDER INFORMATION 16
- -------------------------------------------
Voting Rights 16
Tax Information 16

</TABLE>
<PAGE> 78

U.S. GOVERNMENT MORTGAGE SECURITIES PORTFOLIO
- --------------------------------------------------------------------------------

[AMF LOGO]
- --------------------------------------------------------------------------------

PROSPECTUS

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

Asset Management Fund, Inc. (the "Fund") is a diversified, open-end
investment company (a mutual fund) whose objective is to achieve as high
a level of current income as is consistent with the preservation of
capital, the maintenance of liquidity and the differing average maturity
of investments held by each of the Fund's portfolios. The U.S. Government
Mortgage Securities Portfolio (the "Portfolio") is designed to offer a
convenient, liquid, diversified, high quality vehicle for investment in
mortgage-related securities issued or guaranteed by U.S. Government
agencies or instrumentalities. The Portfolio's shares are eligible for
purchase by Federal Savings Associations, National Banks and Federal
Credit Unions without limitation under applicable Federal law.

This Prospectus sets forth concisely the information you should read and
know before you invest in the Portfolio. Keep it for future reference.

Prospectus dated March 1, 1996

ASSET MANAGEMENT FUND, INC.,
111 EAST WACKER DRIVE, CHICAGO, ILLINOIS 60601

1
<PAGE> 79

FEE TABLE
- --------------------------------------------------------------------------------
<TABLE>

<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES None
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average net assets)
Advisory Fees 0.25%
12b-1 Fees 0.15%
Other Expenses: 0.13%
Custodian 0.05%
Administrative 0.03%
Miscellaneous 0.05%

------
Total Fund Operating Expenses 0.53%
======

<CAPTION>
EXAMPLE 1 YEAR 3 YEARS 5 YEARS 10 YEARS

<S> <C> <C> <C> <C>
You would pay the following
expenses on a $1000 investment
assuming (1) 5% annual return
and (2) redemption at the end
of each period. $ 5 $17 $30 $66

</TABLE>

The purpose of this table is to assist you in understanding the various
costs and expenses that you will bear directly or indirectly as an
investor in the Portfolio. The example is based on actual expenses
incurred in the last fiscal year and assumes that the percentage amounts
listed under Annual Fund Operating Expenses remain the same in each of
the periods, and that, for purposes of management fee breakpoints, the
Portfolio's net assets remain at levels constant with those at the end of
the last fiscal year.

The example should not be considered a representation of past or future
expenses or performance. Actual expenses may be greater or lesser than
those shown.

2
<PAGE> 80

FINANCIAL HIGHLIGHTS
U.S. GOVERNMENT MORTGAGE SECURITIES PORTFOLIO
- --------------------------------------------------------------------------------

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

<TABLE>
<CAPTION>
YEAR ENDED OCTOBER 31
1995 1994 1993 1992 1991 1990 1989 1988 1987 1986
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning
of year........... $ 10.23 $ 11.28 $ 11.26 $ 11.29 $ 10.61 $ 10.78 $ 10.71 $ 10.35 $ 11.08 $ 10.54
------- ------- ------- ------- ------- -------- -------- -------- -------- --------
INCOME FROM
INVESTMENT
OPERATIONS:
Net investment
income........... .7703 .7296 .8306 .8924 .9504 .9534 .9705 .9461 .9238 1.0080
Net realized and
unrealized gain
(loss) on
investments...... .4500 (.9300) .0195 (.0297) .6800 (.1700) .0700 .3600 (.7300) .5400
------- ------- ------- ------- ------- -------- -------- -------- -------- --------
Total from
investment
operations....... 1.2203 (.2004) .8501 .8627 1.6304 .7834 1.0405 1.3061 .1938 1.5480
------- ------- ------- ------- ------- -------- -------- -------- -------- --------
LESS DISTRIBUTIONS:
Dividends from net
investment
income........... (.7703) (.7296) (.8301) (.8927) (.9504) (.9534) (.9705) (.9461) (.9238) (1.0080)
Dividends from net
realized gains... -0- (.1200) -0- -0- -0- -0- -0- -0- -0- -0-
------- ------- ------- ------- ------- -------- -------- -------- -------- --------
Total
distributions.... (.7703) (.8496) (.8301) (.8927) (.9504) (.9534) (.9705) (.9461) (.9238) (1.0080)
------- ------- ------- ------- ------- -------- -------- -------- -------- --------
Net asset value,
end of year....... $ 10.68 $ 10.23 $ 11.28 $ 11.26 $ 11.29 $ 10.61 $ 10.78 $ 10.71 $ 10.35 $ 11.08
======= ======= ======= ======= ======= ======== ======== ======== ======== ========
Total return....... 12.37% (1.82%) 7.76% 7.91% 16.00% 7.63% 10.35% 13.15% 1.78% 15.24%
RATIOS/SUPPLEMENTAL
DATA:
Net assets, end of
year
(in 000's)....... $62,258 $60,613 $92,994 $72,505 $82,849 $205,623 $222,688 $288,420 $328,333 $279,227
Ratio of expenses
to average
net assets....... 0.53% 0.51% 0.51% 0.53% 0.54% 0.51% 0.51% 0.50% 0.51% 0.52%
Ratio of net
investment income
to average net
assets........... 7.39% 6.81% 7.32% 7.91% 8.75% 8.97% 9.25% 8.98% 8.63% 9.17%
Portfolio turnover
rate............. 177% 376% 187% 64% 43% 12% 12% 67% 93% 50%
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE> 81

GENERAL INFORMATION

INVESTMENT INFORMATION

INVESTMENT OBJECTIVE
- --------------------------------------------------------------------------------

INVESTMENT POLICIES
- --------------------------------------------------------------------------------

Eligible Investments

At least 65% of such Eligible Investments will consist of
Mortgage-Related Securities guaranteed directly by the United States or
issued or guaranteed by U.S. Government agencies or instrumentalities
("Government Mortgage-Related Securities"), except where the Portfolio
assumes a temporary defensive position. The policy of investing at least
65% of the value of the Portfolio's total assets in Government
Mortgage-Related Securities is deemed fundamental and may not be changed
without stockholder approval.

The Portfolio invests primarily in "securities backed by or representing
an interest in mortgages on domestic residential housing or manufactured
housing" meeting the definition of such assets for purposes of the
qualified thrift lender ("QTL") test under the current regulations of the
Office of Thrift Supervision of the Department of the Treasury ("OTS
Regulations"). Pending any revisions of the current OTS Regulations, the
Portfolio expects that, absent extraordinary market developments, at
least 65% of its assets will qualify for QTL purposes for savings
associations, although actual percentages may be higher. In addition, the
Portfolio will not purchase any Eligible Investments having a risk-based
weighting in excess of 20% under the current risk-based capital
regulations established by the Office of Thrift Supervision. Also, the
Portfolio will not purchase any Eligible Investments having a risk-based
weighting for banks in excess of 50% under current Federal regulations of
the appropriate regulatory agencies. The risk-based

4
<PAGE> 82

capital information and QTL qualifying percentage will be communicated
quarterly to the stockholders. Furthermore, the Portfolio may not invest
in "high risk" securities that do not meet the tests contained in the
"Supervisory Policy Statement on Securities Activities" adopted by the
Federal Deposit Insurance Corporation, the Office of the Comptroller of
the Currency, the Office of Thrift Supervision and the National Credit
Union Administration, respectively, and the Portfolio limits its
investments to those permissible without limitation for Federal savings
associations, national banks and Federal credit unions under current
applicable regulations.

Mortgage-Related Securities

"Mortgage-Related Securities" consist of high quality securities that
directly or indirectly provide funds principally for residential mortgage
loans made by home buyers in the United States and that represent
interests in, or are collateralized by, pools of mortgage loans
originated by private lenders that have been grouped by various
governmental, government-related and private organizations. Most
Mortgage-Related Securities are pass-through securities, which means that
they provide investors with payments consisting of both principal and
interest as mortgages in the underlying mortgage pool are paid off by the
borrowers. The average maturity of Mortgage-Related Securities varies
with the maturities of the underlying mortgage instruments and with the
occurrence of unscheduled prepayments of those mortgage instruments.

Mortgage-Related Securities may be classified into the following
principal categories, according to the issuer or guarantor:

- Government Mortgage-Related Securities consist of both governmental and
government-related securities. Governmental securities are backed by
the full faith and credit of the U.S. Government. The Government
National Mortgage Association ("GNMA"), the principal U.S. Government
guarantor of such securities, is a wholly-owned U.S. Government
corporation within the Department of Housing and Urban Development.
GNMA is authorized to guarantee, with the full faith and credit of the
U.S. Government, the timely payment of principal and interest, but not
of market value, on securities issued by approved institutions and
backed by pools of FHA-insured or VA-guaranteed mortgages.
Government-related securities are issued by U.S. Government-sponsored
corporations and are not backed by the full faith and credit of the
U.S. Government. Issuers include the Federal National Mortgage
Association ("FNMA") and the Federal Home Loan Mortgage Corporation
("FHLMC"). FNMA is a U.S. Government-sponsored corporation owned
entirely by private stockholders. Pass-through securities issued by
FNMA are guaranteed as to timely payment of principal and interest by
FNMA. FHLMC issues Mortgage-Related Securities representing interests
in mortgage loans pooled by it. FHLMC is a U.S. Government-sponsored
corporation that guarantees the timely payment of interest and ultimate
collection of principal, and its stock is publicly traded.

5
<PAGE> 83

- Private Mortgage-Related Securities represent interests in, or are
collateralized by, pools consisting principally of conventional
residential mortgage loans created by non-governmental issuers. These
securities generally offer a higher rate of interest than governmental
and government-related Mortgage-Related Securities because there are no
direct or indirect government guarantees of payment as in the former
securities, although certain credit enhancements may exist. Securities
issued by private organizations may not have the same degree of
liquidity as those with direct or indirect government guarantees.
Private Mortgage-Related Securities purchased by the Portfolio must be
rated in one of the two highest rating categories by at least one
nationally recognized statistical rating organization.

In contrast to fixed-rate mortgages, which generally decline in value
during periods of rising interest rates, ARMS permit the Portfolio to
participate in increases in interest rates through periodic adjustments
in the coupons of the underlying mortgages. This should produce both
higher current yields and lower price fluctuations during such periods to
the extent the Portfolio has invested in ARMS. Furthermore, if
prepayments of principal are made on the underlying mortgages during
periods of rising interest rates, the Portfolio generally will be able to
reinvest such amounts in securities with a higher yield. For certain
types of ARMS, the rate of amortization of principal, as well as interest
payments, can and does change in accordance with movements in a
particular, pre-specified, published interest rate index. The amount of
interest due to an ARMS holder is calculated by adding a specified
additional amount, the "margin," to the index, subject to limitations or
"caps" on the maximum or minimum interest that is charged to the
mortgagor during the life of the mortgage or to maximum and minimum
changes in the interest rate during a given period. As a result, the
Portfolio will not benefit from increases in interest rates to the extent
that interest rates rise to the point where they cause the current coupon
of adjustable rate mortgages held as investments to exceed the maximum
allowable annual (usually 100 to 200 basis points) or lifetime reset
limits (or "cap rates") for a

6
<PAGE> 84

particular mortgage. Fluctuations in interest rates above these levels
could cause such mortgage securities to behave more like long-term,
fixed-rate debt securities. Moreover, the Portfolio's net asset value
could vary to the extent that current yields on mortgage-backed
securities are different than market yields during interim periods
between coupon reset dates. Thus, investors could suffer some principal
loss if they sold their shares of the Portfolio before the interest rates
on the underlying mortgages are adjusted to reflect current market rates.

Collateralized Mortgage Obligations

Mortgage-Related Securities also include debt obligations collateralized
by the cash flows from mortgage loans, pools of mortgage loans or
mortgage pass-through securities (often referred to as collateralized
mortgage obligations or "CMOs"). CMOs may be issued or guaranteed by
GNMA, FNMA or FHLMC, or they may be issued by private entities such as
financial institutions, investment bankers, mortgage bankers and
single-purpose stand-alone finance subsidiaries or trusts of such
institutions. The CMOs and a form of them known as a real estate mortgage
investment conduit ("REMIC") typically have a multi-class structure
("Multi-Class Mortgage-Related Securities"). Multi-Class Mortgage-Related
Securities issued by private issuers may be collateralized by
pass-through securities guaranteed by GNMA or issued by FNMA or FHLMC, or
they may be collateralized by whole loans or pass-through
mortgage-related securities of private issuers. Each class has a
specified maturity or final distribution date. In one structure, payments
of principal, including any principal prepayments, on the collateral are
applied to the classes in the order of their respective stated maturities
or final distribution dates, so that no payment of principal will be made
on any class until all classes having an earlier stated maturity or final
distribution date have been paid in full. In other structures, certain
classes may pay concurrently, or one or more classes may have a priority
with respect to payments on the underlying

7
<PAGE> 85

collateral up to a specified amount. The Portfolio will not invest in any
class with residual characteristics. In addition, the Portfolio limits
its purchase of CMOs and REMICs issued by private entities to those that
are rated in one of the two highest rating categories by at least one
nationally recognized statistical ratings organization, and all CMOs and
REMICs must pass the "high risk" tests applicable to the investments of
Federal savings associations, national banks and Federal credit unions.

Other Eligible Investments

In addition to Mortgage-Related Securities, Eligible Investments include:
(1) certain U.S. Government or agency securities, certain of which are
not backed by the full faith and credit of the U.S. Government (see the
Statement of Additional Information), (2) investments in certificates of
deposit or other time deposits or accounts of a commercial or savings
bank or savings association whose deposits are insured by the Federal
Deposit Insurance Corporation (an "FDIC Insured Institution"), including
foreign branches of FDIC insured banks, (3) repurchase agreements
collateralized by certain types of Eligible Investments of the Portfolio
(see the Statement of Additional Information), or (4) bankers'
acceptances of an FDIC insured bank if such acceptances have remaining
maturities of six months or less and the Portfolio's total investments in
such acceptances of the same bank do not exceed 0.25% of such bank's
total deposits. The Board of Directors has adopted operating policies to
further restrict certain investments (see the Statement of Additional
Information). When business or financial conditions warrant, the
Portfolio may take a temporary defensive position and invest without
limit in the foregoing investments.

When-Issued and Delayed Delivery Securities

8
<PAGE> 86

Portfolio Turnover

Investment Limitations

The Portfolio will not purchase any Mortgage-Related Securities or other
Eligible Investments maturing in more than seven days for which market
quotations are not readily available and will not enter into any
repurchase agreements maturing in more than seven days if, as a result,
more than 10% of the market value of its total assets would be invested
in such illiquid Eligible Investments together with such repurchase
agreements maturing in more than seven days.

The Portfolio will not invest more than 25% of its total assets in the
securities of issuers in any single industry, provided that there shall
be no limitation on investments in the mortgage and mortgage-finance
industry (in which more than 25% of the value of the Portfolio's total
assets will, except for temporary defensive purposes, be invested) or the
purchase of obligations issued or guaranteed by the U.S. Government or
its agencies or instrumentalities.

FUND AND PORTFOLIO INFORMATION

MANAGEMENT OF THE FUND
- --------------------------------------------------------------------------------

Board of Directors

INVESTMENT ADVISER
- --------------------------------------------------------------------------------

9
<PAGE> 87

Advisory Fee Expenses

For the Fund's fiscal year ended October 31, 1995, the Fund paid the
Adviser aggregate fees of 0.25% of the Portfolio's average net assets.
The Adviser has agreed to reduce or waive (but not below zero) its
advisory fees allocated to the Portfolio to the extent that the daily
ratio of operating expenses to average daily net assets of the Portfolio
exceeds 0.75%. The Adviser may supplementally waive advisory fees in an
amount up to but not to exceed 0.25% of the average daily net assets of
the Portfolio. This voluntary supplemental waiver agreement may be
terminated at any time by the Adviser. For the Fund's fiscal year ended
October 31, 1995, total expenses of the Portfolio were 0.53% of its
average net assets, and no fees were waived.

Adviser's Background

SPONSOR
- --------------------------------------------------------------------------------

10
<PAGE> 88

Sponsorship Fee Expenses

For the Fund's fiscal year ended October 31, 1995, the Fund paid the
Sponsor a fee of 0.15% of the Portfolio's average net assets. The Sponsor
may voluntarily elect to waive its 12b-1 fees in an amount up to but not
to exceed 0.15% of the average daily net assets of the Portfolio. This
voluntary waiver agreement may be terminated at any time by the Sponsor.
The Sponsor also currently receives similar 12b-1 fees for distribution
services rendered to the Fund's four other portfolios. Although the
Sponsor's fee is calculable separately with respect to each portfolio of
the Fund and the Sponsor reports expense information to the Fund on a
portfolio-by-portfolio basis, any 12b-1 fee received by the Sponsor in
excess of expenses for a given portfolio may be used for any purpose,
including payment of otherwise unreimbursed expenses incurred in
distributing shares of another portfolio or to compensate another dealer
for distribution assistance. The 12b-1 Plan does not permit a portfolio
to be charged for interest, carrying, or other financing charges on any
such unreimbursed carryover amounts, but it does provide for
reimbursement for a portion of the Sponsor's overhead expenses.

ADMINISTRATOR AND TRANSFER AND DIVIDEND AGENT
- --------------------------------------------------------------------------------

CUSTODIAN
- --------------------------------------------------------------------------------

PNC Bank, Philadelphia, Pennsylvania, is the custodian of the Portfolio's
investments. PNC Bank and PFPC are affiliates of PNC Bank Corp.

CALCULATION OF YIELD AND TOTAL RETURN
- --------------------------------------------------------------------------------

From time to time the Portfolio advertises its "yield" and "total
return." These figures are based on historical earnings and are not
intended to indicate future performance.

The "yield" of the Portfolio refers to the income generated by an
investment in the Portfolio over a 30-day period (which period will be
stated in the advertise-
ment). This income is then "annualized." That is, the amount of income
generated by the investment during that 30-day period is assumed to be
generated each 30-day period for twelve periods and is shown as a
percentage of the investment. The income earned on the investment is also
assumed to be reinvested at the end of the sixth 30-day period.

11
<PAGE> 89

The "total return" of the Portfolio shows what an investment in the
Portfolio would have earned over a specified period of time (one year,
five years, and ten years) assuming that all distributions and dividends
by the Portfolio were reinvested on the reinvestment dates during the
period and less all recurring fees. Any agreement by the Adviser and
Sponsor to reduce or waive their fees under certain circumstances may
cause the Portfolio's yield and total return to be higher than they
otherwise would be. See "Advisory Fee Expenses" and "Sponsorship Fee
Expenses."

NET ASSET VALUE

INVESTING IN THE PORTFOLIO

SHARE PURCHASES
- --------------------------------------------------------------------------------

12
<PAGE> 90

after the purchase order was received. An investor must indicate to the
Fund at the time the order is placed whether same day or next day
settlement is sought. Payment must be received by PNC Bank by 4:00 P.M.,
New York City time, on the Business Day designated for settlement or the
order will be cancelled.

MINIMUM INVESTMENT REQUIRED
- --------------------------------------------------------------------------------

The minimum initial investment in the Portfolio is $10,000. There is no
minimum balance. Subsequent purchases may be made in any amount.

WHAT SHARES COST
- --------------------------------------------------------------------------------

CONFIRMATIONS
- --------------------------------------------------------------------------------

DIVIDENDS
- --------------------------------------------------------------------------------

Dividends are declared daily and paid monthly. Such dividends are
declared immediately prior to 4:00 P.M., New York City time, and are
automatically

13
<PAGE> 91

reinvested in additional shares of the Portfolio unless the stockholder
requests cash payments by contacting the Sponsor.

CAPITAL GAINS
- --------------------------------------------------------------------------------

Net capital gains, if any, realized by the Portfolio are declared and
paid once each year and reinvested in shares or, at the stockholder's
option, paid in cash.

REDEEMING SHARES

TELEPHONE REDEMPTION
- --------------------------------------------------------------------------------

14
<PAGE> 92

WRITTEN REQUESTS
- --------------------------------------------------------------------------------

Signatures

Signatures on written redemption requests and share certificates must be
guaranteed by:

Receiving Payment

Proceeds of written redemption requests are sent at the same time and in
the same manner as for telephone redemptions, based on the time of the
receipt in proper form.

EXCHANGES

15
<PAGE> 93

The Fund reserves the right to amend or terminate this privilege with
notice to stockholders.

STOCKHOLDER INFORMATION

VOTING RIGHTS
- --------------------------------------------------------------------------------

The Fund has five Portfolios; the Money Market Portfolio, the Short U.S.
Government Securities Portfolio, the Adjustable Rate Mortgage (ARM)
Portfolio, the Intermediate Mortgage Securities Portfolio and the U.S.
Government Mortgage Securities Portfolio and five classes of shares,
representing interests only in the corresponding portfolio and having
equal voting rights within each class. Shares of the Money Market
Portfolio, the Short U.S. Government Securities Portfolio, the Adjustable
Rate Mortgage (ARM) Portfolio and the Intermediate Mortgage Securities
Portfolio are offered by separate prospectus.

TAX INFORMATION
- --------------------------------------------------------------------------------

Information on the tax status of dividends and distributions is provided
annually.

16
<PAGE> 94

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

<TABLE>
<CAPTION>
SPONSOR DIRECTORS AND OFFICERS
<S> <C>
Shay Financial Services Co. Arthur G. De Russo
111 East Wacker Drive Director
Chicago, Illinois 60601
Wendell L. Evans, Jr.
INVESTMENT ADVISER Director
Shay Assets Management Co.
111 East Wacker Drive David F. Holland
Chicago, Illinois 60601 Director

ADMINISTRATOR AND TRANSFER Leon T. Kendall
AND DIVIDEND AGENT Director and Chairman

PFPC Inc. Gerald J. Levy
103 Bellevue Parkway Director
Wilmington, Delaware 19809
Rodger D. Shay
LEGAL COUNSEL President and Director

Vedder, Price, Kaufman & Kammholz Edward E. Sammons, Jr.
222 North LaSalle Street Vice President, Treasurer
Chicago, Illinois 60601 and Secretary

CUSTODIAN Doris J. Pavel
Assistant Secretary
PNC Bank
17th & Chestnut Streets
Philadelphia, Pennsylvania 19101

INDEPENDENT ACCOUNTANTS

Coopers & Lybrand L.L.P.
2400 Eleven Penn Center
Philadelphia, Pennsylvania 19103
</TABLE>
<PAGE> 95

________________________________________________________________________________
________________________________________________________________________________

STATEMENT OF ADDITIONAL INFORMATION

________________________________________________________________________________

MONEY MARKET PORTFOLIO
(previously named the Short-Term Liquidity Portfolio)
and
SHORT U.S. GOVERNMENT SECURITIES PORTFOLIO
(previously named the Intermediate-Term Liquidity Portfolio)
ASSET MANAGEMENT FUND, INC.
111 East Wacker Drive, Chicago, Illinois 60601

The Money Market Portfolio and the Short U.S. Government Securities
Portfolio (each, a "Portfolio" and collectively, the "Portfolios") are each a
portfolio of Asset Management Fund, Inc. (the "Fund"), a professionally
managed, diversified, open-end investment company. Each Portfolio is
represented by a class of shares separate from those of the Fund's other
portfolios.

This Statement of Additional Information is not a prospectus and should
be read in conjunction with each Portfolio's Prospectus, dated March 1, 1996
(the "Prospectus"), a copy of which may be obtained from the Fund at the
address noted above.

________________________________________________________________________________
________________________________________________________________________________

The date of this Statement of Additional Information is
March 1, 1996.

<PAGE> 96

Capitalized terms not defined in this Statement of Additional Information
and defined in the Prospectus shall have the meanings defined in the
Prospectus.

THE FUND'S OBJECTIVE, THE PORTFOLIOS
AND THEIR INVESTMENT POLICIES

Under current OTS Regulations and the policies adopted by the Board of
Directors of the Fund, Eligible Investments for each Portfolio include those
described in the Prospectus, together with the following, as long as principal
and interest on such Eligible Investments are not in default:

Time deposits (negotiable and non-negotiable) in a Federal Home Loan
Bank, the Bank for Savings and Loan Associations, Chicago, Illinois or the
Savings Banks Trust Company, New York, New York.

Repurchase Agreements. If the seller defaults in its obligation to
repurchase from either Portfolio the underlying instrument, which in effect
constitutes collateral for the seller's obligation, at the price and time fixed
in the repurchase agreement, the Portfolio might incur a loss if the value of
the collateral declines and might incur disposition costs in connection with
liquidating the collateral. In addition, if bankruptcy proceedings are
commenced with respect to the seller, realization upon the collateral by the
Portfolio may be delayed or limited. Each Portfolio will always receive as
collateral instruments whose market value, including accrued interest, will be
at least equal to 100% of the dollar amount invested by the Portfolio in each
agreement. Each Portfolio enters into repurchase agreements with primary
government securities dealers or with FDIC Insured Institutions (see "FDIC
Insured Institutions" in this Statement of Additional Information).

Certificates of Deposit. Each Portfolio may invest in certificates of
deposit issued by and other time deposits in foreign branches of FDIC insured
banks. Investment in such deposits involves somewhat different investment
risks from those affecting deposits in United States branches of such banks.
These risks, which might adversely affect the payment of principal and interest
on such deposits, include future political and economic developments, the
possibility that a foreign jurisdiction might impose withholding taxes on
interest income payable on such deposits, the possible seizure or
nationalization of foreign deposits or the possible adoption of foreign
governmental restrictions, such as exchange controls.

FDIC Insured Institutions. Although each Portfolio's investment in
savings accounts and in certificates of deposit and other time deposits in an
FDIC Insured Institution is insured to the extent of $100,000 by the Federal
Deposit Insurance Corporation, the Portfolio may invest more than $100,000 with
a single Institution, and any such excess and any interest on the investment
would not be so insured. In addition, repurchase agreements with, and loans of
Federal funds and other day(s) funds to, FDIC Insured Institutions, and
deposits in foreign branches of FDIC insured banks, are not insured by the
Federal Deposit Insurance Corporation.

2
<PAGE> 97

The Money Market Portfolio will invest in Eligible Investments issued by
an FDIC Insured Institution only if such Institution or a security issued by
such Institution (i) has a short-term debt obligation rating in the highest
category by at least two nationally recognized statistical rating organizations
("NRSROs"), or (ii) if rated by two NRSROs in the second-highest category for
short-term debt obligations, are purchased only in the amounts prescribed for
"Second Tier Securities" by Rule 2a-7 under the Investment Company Act of 1940,
as amended, or (iii) if unrated, is deemed to be of comparable quality in the
opinion of the Portfolio's Investment Adviser under procedures approved by, and
under the general supervision of, the Board of Directors of the Fund.
Additionally, if an Institution is rated only by one NRSRO in the highest
category, the investment must be approved or ratified by the Board of
Directors. The Money Market Portfolio will enter into repurchase agreements
with an FDIC Insured Institution only if such Institution (i) has a short-term
debt obligation rating in the highest category by one NRSRO, or (ii) if
unrated, is deemed to be of comparable quality in the opinion of the
Portfolio's Investment Adviser under the general supervision of the Fund's
Board of Directors.

The Short U.S. Government Securities Portfolio (the "Short Government
Portfolio") will invest in Eligible Investments issued by, and will enter into
repurchase agreements with, an FDIC Insured Institution only if such
Institution or a security issued by such Institution (i) has a short-term debt
obligation rating in the highest category by one NRSRO, or (ii) if no such
ratings are available, has comparable quality in the opinion of the Portfolio's
investment adviser under the general supervision of the Board of Directors of
the Fund.

It is the Fund's policy that the status of an FDIC Insured Institution as
a present or potential stockholder of the Fund will not be considered as a
factor in favor of either Portfolio's investing in any deposit or account of
such Institution.

Other Current Policies. Under current policies of the Board of
Directors, the Fund has adopted certain voluntary restrictions with respect to
each Portfolio's Eligible Investments. These restrictions:

(1) prohibit the purchase of obligations of Federal Land Banks,
Federal Intermediate Credit Banks, the Export-Import Bank of the United States,
the Commodity Credit Corporation, the National Credit Union Administration and
the Tennessee Valley Authority;

(2) limit the use of repurchase agreements to repurchase
agreements involving obligations of the U.S. Government, including zero coupon
Treasury securities that have been stripped of either principal or interest by
the U.S. Government so long as the maturity of these securities does not exceed
ten years, and obligations of the Federal Home Loan Banks, the Federal National
Mortgage Association, the Government National Mortgage Association, the Federal
Farm Credit Banks, the Federal Financing Bank, the Student Loan Marketing
Association and the Federal Home Loan Mortgage Corporation;

(3) prohibit investments in reverse repurchase agreements until
such time as Federal credit unions may invest in them without limitation;

3
<PAGE> 98

(4) limit the maturities of bankers' acceptances to six months
and prohibit investments in bankers' acceptances of Edge Act corporations
guaranteed by their FDIC-insured parent banks until such time as the
appropriateness of these latter investments for Federal credit unions is
clarified; and

(5) prohibit loans of Federal funds until such time as investors
are limited to institutions meeting the requirements of Regulation D of the
Board of Governors of the Federal Reserve System.

Although these restrictions are not fundamental policies of the Fund and
may be changed without stockholder vote, the Fund will not alter these
restrictions without notice to stockholders.

See "Investment Restrictions" in this Statement of Additional Information
for a description of additional investment restrictions of the Portfolios.

PURCHASE AND REDEMPTION OF SHARES

The Fund believes that shares of the Money Market Portfolio qualify as
"short-term liquid assets" and that shares of both Portfolios qualify as
"liquid assets" under Sections 566.1(h) and 566.1(g), respectively, of the OTS
Regulations, and as investments not subject to percentage of assets limitations
under Section 5(c)(1)(Q) of the Home Owners' Loan Act of 1933, as amended, and
the OTS Regulations thereunder governing investments by "Federal savings
associations," as defined in such Act. Thus, investments in shares of the
Portfolios can be utilized to satisfy the liquidity requirements of the OTS
Regulations. In addition, the Portfolios' shares are eligible for purchase by
national banks and Federal credit unions without limitation under applicable
Federal law.

The Fund reserves the right to suspend the right of redemption and to
postpone the date of payment upon redemption (1) for any period during which
the New York Stock Exchange (the "Exchange") is closed, other than customary
weekend and holiday closings, or during which trading on the Exchange is
restricted, or (2) for any period during which an emergency, as defined by the
rules of the Securities and Exchange Commission, exists as a result of which
(i) disposal by the Fund of securities held by each Portfolio is not reasonably
practicable, or (ii) it is not reasonably practicable for the Fund to determine
the value of the Portfolio's net assets, or (3) for such other periods as the
Securities and Exchange Commission, or any successor governmental authority,
may by order permit for the protection of stockholders of each Portfolio.

DIVIDENDS, DISTRIBUTIONS, YIELD
AND TOTAL RETURN QUOTATIONS

Dividends on shares of the Portfolios are paid monthly on the first
Business Day of each month.

4
<PAGE> 99
The Fund seeks to maintain for the Money Market Portfolio a net asset
value of $1.00 per share for purchases and redemptions. In order to effectuate
this policy, the Fund may, under certain circumstances, withhold dividends or
make distributions from capital or capital gains.

Net income of the Money Market Portfolio for dividend purposes (from the
time of the immediately preceding determination thereof) will consist of (i)
interest accrued and discount earned (including both original issue and market
discount) less amortization of any premium, (ii) plus all realized net
short-term gains, if any, on portfolio securities, (iii) less the accrued
expenses attributable to the Portfolio (including the Portfolio's pro rata
share, based on its relative net asset value in relation to that of the Short
Government Portfolio for the applicable period, of the fees payable to the
Fund's sponsor) and the general expenses of the Fund prorated on the basis of
relative net asset value of the Portfolio in relation to the net asset value of
the Fund's other portfolios applicable to that period.

The Money Market Portfolio's seven-day yield and seven-day effective
yield for the period ended October 31, 1995, were 5.42% and 5.57%,
respectively. Without fee waivers, the seven-day yield would have been 5.27%,
and the seven-day effective yield would have been 5.41%. The seven-day yield
was calculated by dividing the aggregate net income per share for dividend
purposes (excluding, however, any realized gains or losses) for the seven-day
period by the average net asset value per share for such period and multiplying
this return by 365/7. The seven-day effective yield was calculated similarly,
but, when annualized, all income earned over the seven-day period was assumed
to be reinvested.

From time to time in sales literature, the Money Market Portfolio may
quote a yield for a period either less than or greater than seven days. Any
quotation of yield for a period of either less than or greater than seven days
will identify the length of and the date of the last day in the base period
used in computing that quotation. Any such quotation will also include the
seven-day yield and effective yields of the same day.

From time to time the Money Market Portfolio may also compare its
performance to the interest rates payable on U.S. Treasury bills and notes or
on appropriate short-term obligations of U.S. Government agencies and
instrumentalities, including those issued by the Federal National Mortgage
Association and the Federal Home Loan Bank, the advance rates quoted by a
Federal Home Loan Bank and the Student Loan Marketing Administration, to the
Federal funds rate, i.e. the interest rate payable on interbank overnight
loans, to appropriate averages as reported by Lipper Analytical Services, Inc.,
Investment Company Data, Inc., Morningstar Inc. and the Donoghue Organization,
Inc. and/or to other appropriate measures.

Net income of the Short Government Portfolio for dividend purposes (from
the time of the immediately preceding determination thereof) will consist of
(i) interest accrued and discount earned (including both original issue and
market discount) less amortization of any premium, (ii) less the accrued
expenses attributable to the Portfolio (including the Portfolio's pro rata
share, based on its relative net asset value in relation to that of the Money
Market Portfolio for the applicable period, of the fees payable to the Fund's
sponsor) and the general expenses of the

5
<PAGE> 100
Fund prorated on the basis of relative net asset value of the Portfolio in
relation to the net asset value of the Fund's other portfolios applicable to
that period.

For the 30-day period ended October 31, 1995, the Short Government
Portfolio's annualized yield was 5.34%. The average annual total rates of
return for the periods ended October 31, 1995 were as follows:

<TABLE>
<S> <C>
One year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 .94%
Five years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7 .17%
Ten years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 .88%
</TABLE>

The annualized yield shown above was computed by dividing the
aggregate net income per share for dividend purposes for the 30-day period by
the Portfolio's net asset value on October 31, 1995. The 30-day yield was then
annualized on a bond-equivalent basis assuming semi-annual reinvestment and
compounding of net income per share for dividend purposes.

The total return for each period shown above was computed by assuming
a hypothetical initial investment of $1,000 on the first day of such period. It
was then assumed that all dividends and distributions over the period were
reinvested and that, at the end of such period, the entire amount was redeemed.
The average annual total rate of return was then determined by calculating the
annual rate required for the initial payment to grow to the amount which would
have been received upon redemption (i.e., the average annual compound rate of
return).

From time to time, the Short Government Portfolio may quote a
"dividend distribution rate" in sales literature. The "dividend distribution
rate" represents the aggregation of actual distributions made, representing
dividends, realized short-term capital gains and certain realized long-term
capital gains. It does not reflect unrealized gains or losses. The "dividend
distribution rate" differs from yield in that certain non-recurring components
may be included. Any quoted "divided distribution rate," therefore, should be
considered along with, and not as a substitute for, the yield and total rate of
return of the Portfolio.

From time to time, the Short Government Portfolio's performance may be
compared to the rates and returns payable on U.S. Treasury notes and on
obligations of U.S. agencies and instrumentalities, such as those issued by the
Federal National Mortgage Association and the Federal Home Loan Bank, to the
Federal funds rate, to the advance rates quoted by a Federal Home Loan Bank, to
the Lehman Brothers Short/Intermediate Term U.S. Treasury and Government Bond
Indices, including the Lehman Mutual Fund Short U.S. Treasury and Short U.S.
Government Indices, also to the Lehman Mutual Fund General U.S. Treasury Index,
Lehman Mutual Fund General U.S. Government Index and Lehman Mutual Fund Short
(1 - 2 and 1 - 3 years) U.S. Government Indices; to the Merrill Lynch U.S.
Treasury Indices, including the U.S. Treasury (all maturities), the U.S.
Treasury Short-Term (1-2.99 years), the U.S. Treasury Intermediate-Term
(3-4.99 years and 5-6.99 years) Indices;

6
<PAGE> 101
to the Salomon Brothers Treasury Indices, including the Treasury Index (all
maturities) and the Treasury (1-3 years, 1-5 years, and 3-7 years) Indices, to
the Salomon Government Sponsored Indices, including the Government Sponsored
(all maturities) and Government Sponsored (1-3 years and 3-7 years) and to the
Salomon Government (all maturities) and Salomon Government (1-10 years) Indices
and to other appropriate indices of Lehman, Merrill Lynch or Salomon. The
Short Government Portfolio's performance also may be compared to that of other
funds through ratings or rankings or appropriate averages based on specified
factors over specified periods of time reported or published by such entities
as AMG Data, Barron's, Business Week, Chicago Tribune, CDA Investment
Technologies, Inc., Changing Times, Consumer Reports, Crain's Chicago Business,
the Donoghue Organization, Inc., The Economist, Financial Times, Forbes,
Fortune, Futures, Income Opportunities, Investment Advisor, Investment Company
Data, Inc., Kiplinger's Personal Finance, Lipper Analytical Services, Inc.,
Media General Financial Services, Money, Morningstar, Inc., Mutual Fund Market
News, Newsweek, The New York Times, No-Load Fund Investor, Smart Money,
Standard & Poor's, Strategic Data, Success, Time, U.S. News and World Report,
USA Today, Value Line, The Wall Street Journal, and Worth magazine.

MANAGEMENT OF THE FUND

Directors and Officers

Directors and Officers of the Fund, together with information as to their
principal business occupations during the last five years, are shown below.
Each director who is an "interested person" of the Fund, as defined in the
Investment Company Act of 1940, as amended (the "1940 Act"), is indicated by an
asterisk.

Name and Address Position with Fund
- ---------------- ------------------

ARTHUR G. DE RUSSO (Age 75) Director
5397 S.E. Major Way
Stuart, FL 34997

Principal Occupations During Past Five Years and Prior Relevant Experience:

Chief Executive Officer, Eastern Financial Federal Credit Union from 1974 to
1992; Chairman and Director, First Credit Union Trust Co., Inc. from 1988 to
1992; President of the Airline Credit Union Conference in 1991; Director, Honor
ATM Network, Florida from 1985 to 1990.

WENDELL L. EVANS, JR. (Age 64) Director
101 Rainbow Drive
Livingston, TX 77351

7
<PAGE> 102

Principal Occupations During Past Five Years and Relevant Business Experience:
- -----------------------------------------------------------------------------

Chief Executive Officer and Owner, PrimeWest Financial (formerly AmeriWest
Financial) since 1983; Chairman of the Board and Chief Executive Officer,
Mutual Savings Bank, f.s.b. from 1990 through 1994; Chairman of the Board,
President and Chief Executive Officer, Missouri Savings Association from 1989
to 1990; and Chairman, President and Chief Executive Officer, Washington
Federal Savings Bank from 1986 to 1988. Member of Texas and Missouri Bar
Associations.

DAVID F. HOLLAND* (Age 54) Director
17 New England Executive Park
Burlington, MA 01803

Principal Occupations During Past Five Years and Prior Relevant Experience:
- --------------------------------------------------------------------------

Chairman of the Board since 1989 and since 1986 President and Chief Executive
Officer, Boston Federal Savings Bank; previously Director of the Fund from 1988
to 1989; Chairman of Community Bankers Service Corp. and Director of ACB
Investment Services, Inc.; Director of the Federal Home Loan Bank of Boston
1989 to 1994 and Vice Chairman 1992 to 1994; and Vice President Thrift Industry
Advisory Council.

LEON T. KENDALL (Age 67) Director and Chairman
250 East Kilbourn of the Board
Milwaukee, WI 53202

Principal Occupations During Past Five Years and Prior Relevant Experience:
- --------------------------------------------------------------------------

Professor of Finance and Real Estate, Kellogg School of Management,
Northwestern University since 1988; Director and Chairman of the Board,
Mortgage Guaranty Insurance Corp. and Director and Vice Chairman of MGIC
Investment Corporation until 1989. Public Director, Chicago Board Options
Exchange since 1992; Director of Universal Foods since 1985; Director of the
Federal Reserve Bank of Chicago from 1981 to 1986; and Director of Avatar
Corporation since 1982.

GERALD J. LEVY (Age 64) Director
4000 W. Brown Deer Road
Milwaukee, WI 53209

Principal Occupations During Past Five Years and Prior Relevant Experience:
- --------------------------------------------------------------------------

8
<PAGE> 103

Savings & Loan Review Board of Wisconsin and Past President, Wisconsin League
of Financial Institutions; Director of the Federal Asset Disposition
Association from 1986 to 1989; and, previously Director and Vice Chairman,
Federal Home Loan Bank of Chicago and member of Advisory Committee of the
Federal Home Loan Mortgage Corporation and Federal National Mortgage
Corporation.

RODGER D. SHAY* (Age 59) Director and President
9200 South Dadeland Boulevard
Miami, FL 33156

Principal Occupations During Past Five Years and Prior Relevant Experience:
- --------------------------------------------------------------------------

President, Chief Executive Officer and member of the Managing Board of Shay
Assets Management Co. since 1990 and President and Director of the managing
partner of the Adviser, Shay Assets Management, Inc., since 1990. President,
Chief Executive Officer and member of the Managing Board of Shay Financial
Services Co. since 1990 and President and Director of the managing partner of
the Sponsor, Shay Financial Services, Inc., since 1990. Director from 1986 to
1991 and President from 1986 to 1992, U.S. League Securities, Inc., the Fund's
prior sponsor; Director from 1985 to 1991, and Executive Vice President from
1989 to 1992, USL Assets Management, Inc., the Fund's prior investment adviser
(previously Vice Chairman from 1986 to 1989 and President, including of a
predecessor, from 1981 to 1986). Vice President since 1995 of Institutional
Investors Capital Appreciation Fund, Inc., Institutional Investors
Tax-Advantaged Income Fund, Inc. and M.S.B. Fund, Inc. Director, First Home
Savings Bank, S.L.A. since 1990; previously Director, Asset Management Fund,
Inc., from 1985 to 1990; President of Bolton Shay and Company and Director and
officer of its affiliates from 1981 to 1985. Previously, employed by certain
subsidiaries of Merrill Lynch & Co. from 1955 to 1981, where he served in
various executive positions including Chairman of the Board of Merrill Lynch
Government Securities, Inc., Chairman of the Board of Merrill Lynch Money
Market Securities, Inc. and Managing Director of the Debt Trading Division of
Merrill Lynch, Pierce, Fenner & Smith Inc.

EDWARD E. SAMMONS, JR. Vice President,
111 East Wacker Drive Treasurer and
Chicago, IL 60601 Secretary

Principal Occupations During Past Five Years and Prior Relevant Experience:
- --------------------------------------------------------------------------

9
<PAGE> 104

Vice President from 1990 to 1992 and a Director from 1990 to 1991 of U.S.
League Securities, Inc., the Fund's prior sponsor. Vice President and
Secretary since 1995 of Institutional Investors Capital Appreciation Fund,
Inc., Institutional Investors Tax-Advantaged Income Fund, Inc. and M.S.B. Fund,
Inc. Vice President, from 1987 to 1990, Advance America Funds, Inc.
Previously, Senior Vice President and Manager of Fixed Income Securities,
Republic National Bank in Dallas from 1962 to 1983.

DORIS J. PAVEL Assistant Secretary
111 East Wacker Drive
Chicago, IL 60601

Principal Occupations During Past Five Years and Prior Relevant Experience:
- --------------------------------------------------------------------------

Assistant Secretary, Asset Management Fund, Inc. since 1993. Administrative
Manager, ACB Investment Services Co. since 1993 and previously administrative
assistant for several affiliated firms since 1987.

Officers or interested directors of the Fund also may hold positions as
directors or officers of other affiliated entities of the Adviser, Sponsor or
America's Community Bankers.

The Fund will pay $7,500 per annum in compensation to directors who are
not officers or employees of the Sponsor or the Adviser. In addition, each
director who is not such an officer or employee will receive $1,500 for each
meeting of the Board of Directors and $1,000 for each meeting of any committee
thereof attended and will be reimbursed for out-of-pocket expenses incurred in
attending such meetings. Directors who are officers or employees of the
Sponsor or the Adviser receive no compensation for their services as directors
of the Fund, but will be reimbursed by the Fund for out-of-pocket expenses
incurred in attending meetings of the Board of Directors or committees thereof.

The following table sets forth the compensation earned by directors from
the Fund for the fiscal year ended October 31, 1995:

<TABLE>
<CAPTION>
Pension or
Retirement Estimated
Benefits Annual
Aggregate Accrued as Benefits
Compensation Part of Fund Upon Total
Director from the Fund Expenses Retirement Compensation
-------- ------------- ------------ ---------- ------------
<S> <C> <C> <C> <C>
Arthur G. DeRusso . . . . . . . . $19,375 0 0 $19,375

Wendell L. Evans, Jr. . . . . . . 16,375 0 0 16,375

David F. Holland . . . . . . . . 16,375 0 0 16,375

Leon T. Kendall . . . . . . . . . 19,375 0 0 19,375

Gerald J. Levy . . . . . . . . . 16,375 0 0 16,375
</TABLE>

10
<PAGE> 105

The following table provides certain information at January 31,
1996 as to the Portfolio with respect to persons known to the Fund to be
beneficial (and record) owners (having sole voting and dispositive power) of 5%
or more of the shares of common stock of the Money Market Portfolio and the
Short Government Portfolio:

<TABLE>
<CAPTION>
Percent of
Name and Portfolio's
address of outstanding
beneficial owner Number of Shares common stock
- ---------------- ---------------- ------------
<S> <C> <C>
Money Market Portfolio:

Eagle Federal Savings Bank 50,000,000 42.98%
10 Main Street
Bristol, CT 06010

First Defiance Financial Corp. 12,000,000 10.32%
601 Clinton Street
Defiance, OH 43512

Highland Federal Bank 12,000,000 10.32%
6301 N. Figueroa Street
Los Angeles, CA 90042

Shay Government Securities Co. 6,863,424 5.90%
111 East Wacker Drive
Chicago, IL 60601

Short Government Portfolio:

Calumet Federal Savings & Loan 1,472,234 8.63%
Association
1350 East Sibley Blvd.
Dolton, IL 60419

First Federal Savings & 1,293,752 7.59%
Loan Association
320 East Main Street
Lincolnton, NC 28092
</TABLE>

11
<PAGE> 106

<TABLE>
<S> <C> <C>
Intrust Bank, N.A.
Transco & Co. - Trust Division 3,909,949 22.93%
105 North Main Street
Wichita, KS 67201

</TABLE>

As of January 31, 1996, one of the directors had, through the
institutions he serves as an officer, shared voting and investment power over
7,000,000 shares (6.34%) of the Money Market Portfolio. None of the Directors
had, as of January 31, 1996, through the financial institutions for which they
serve as officers, voting and investment power over any shares of the Short
Government Portfolio.

INVESTMENT ADVISER AND ADMINISTRATOR

The Adviser consists of two general partners, Shay Assets Management,
Inc. and ACB Assets Management, Inc., each of which holds a fifty-percent
interest in the partnership. Shay Assets Management, Inc. is controlled by
Rodger D. Shay, the President of the Fund and a Director. ACB Assets
Management, Inc. is a wholly-owned subsidiary of ACB Investment Services, Inc.,
which is a wholly-owned subsidiary of Community Bankers Service Corp., which in
turn is a wholly-owned subsidiary of America's Community Bankers ("ACB").

The Investment Advisory Agreement between the Fund and the Adviser (the
"Advisory Agreement"), as amended, will remain in effect as to each Portfolio
until March 1, 1997 and shall continue from year to year thereafter, subject to
termination by the Fund or the Adviser as hereinafter provided, if such
continuance is approved at least annually by a majority of the outstanding
shares (as defined under "General Information" in this Statement of Additional
Information) of the Portfolio or by the Fund's Board of Directors. The
Advisory Agreement must also be approved annually by the vote of a majority of
the directors of the Fund who are not parties to the Advisory Agreement or
"interested persons" of any party thereto. All directors' votes must be cast
in person at a meeting called for the purpose of voting on such approval.

As compensation for the services rendered by the Adviser under the
Advisory Agreement, the Fund pays the Adviser a fee, payable monthly, computed
as follows with respect to the Money Market Portfolio: 0.15% per annum of the
average daily net assets of the Portfolio up to and including $500 million;
plus 0.125% per annum of the next $500 million of such net assets; plus 0.10%
per annum of such net assets over $1 billion. The Adviser may supplementally
waive advisory fees in an amount up to but not to exceed 0.15% of the average
daily net assets of the Portfolio. This supplemental waiver agreement may be
terminated at any

12
<PAGE> 107

time by the Adviser. For the Fund's fiscal years ended October 31, 1995, 1994
and 1993 the Fund paid the Adviser fees of $0 (net of fee waivers of $62,352),
$81,334 (net of fee waivers of $9,542) and $164,922, respectively, with respect
to the Money Market Portfolio.

As compensation for the services rendered by the Adviser under the
Advisory Agreement, the Fund pays the Adviser a fee, payable monthly, computed
as follows with respect to the Short Government Portfolio: 0.25% per annum of
the average daily net assets of the Portfolio up to and including $500 million;
plus 0.175% per annum of the next $500 million of such net assets; plus 0.125%
per annum of the next $500 million of such assets; plus 0.10% per annum of such
net assets over $1.5 billion. For the Fund's fiscal years ended October 31,
1995, 1994 and 1993, the Fund paid the Adviser fees of $409,187, $533,229 and
$447,240, respectively, with respect to the Short Government Portfolio.

The Advisory Agreement provides that the Adviser shall not be liable for
any error of judgment or mistake of law or for any loss suffered by any
portfolio of the Fund in connection with the matters to which the Advisory
Agreement relates, except a loss resulting from a breach of fiduciary duty with
respect to the receipt of compensation for services (in which case any award of
damages shall be limited to the period and the amount set forth in Section
36(b)(3) of the 1940 Act) or a loss resulting from willful misfeasance, bad
faith or gross negligence on its part in the performance of its duties under
the Advisory Agreement.

The Advisory Agreement will terminate automatically upon its assignment
and is terminable with respect to each Portfolio at any time without penalty by
the Board of Directors of the Fund or by a vote of a majority of the
outstanding shares (as defined under "General Information" in this Statement of
Additional Information) of the Portfolio on 60 days' written notice to the
Adviser, or by the Adviser on 90 days' written notice to the Fund.

The Portfolio Managers of the Adviser responsible for making investment
decisions concerning the Fund's investments are Edward E. Sammons, Jr., Rodger
D. Shay, David Adamson, James D. Bennett, Richard Blackburn, Rodger D. Shay,
Jr. and Gregory J. Wisniewski. For information as to the principal occupations
during the past five years of Messrs. Sammons and Shay, who are also officers
of the Fund, see "Management of the Fund" in this Statement of Additional
Information. The principal business occupations during the past five years and
professional backgrounds of the Portfolio Managers who are not also officers of
the Fund are shown below following each of their names and business addresses.

DAVID ADAMSON
9200 South Dadeland Boulevard
Suite 812
Miami, Florida 33156

Senior Vice President, Shay Assets Management, Inc., managing partner of the
Adviser, since 1994 and previously Vice President from 1991 to 1993 and
Portfolio Manager of the Adviser

13
<PAGE> 108
and its predecessor since 1987. Mr. Adamson also served as Portfolio Manager
of Advance America Funds, Inc., from 1987 to 1990. Mr. Adamson received a
Master of Business Administration, with a major in Finance, from Southern
Methodist University in 1987 and in 1986 received a Bachelor of Business
Administration, also with a major in Finance, from the same university.

JAMES DOUGLAS BENNETT
111 East Wacker Drive
Chicago, Illinois 60601

Vice President, Shay Assets Management, Inc., managing partner of the Adviser,
since 1993 and Portfolio Manager of the Adviser since 1992. Since 1989, he has
been employed by ACB Investment Services Co. and its predecessor, primarily as
a financial analyst and consultant. From 1986 to 1988, he was Vice President
of Investments for Uptown Federal Savings, F.A., Niles, Illinois and from 1985
to 1986, he served as Vice President of Investments for German American Bank,
Jasper, Indiana. Previously, he was associated with F.I.I.S. in Merriam,
Kansas as a portfolio manager and with Bank One, Richmond, Indiana as Assistant
Vice President of Investments. Mr. Bennett received a Bachelor of Science,
with a major in Finance, from Miami University.

RICHARD BLACKBURN
111 East Wacker Drive
Chicago, IL 60601

Vice President, Shay Assets Management, Inc., managing partner of the Adviser,
and Portfolio Manager of the Adviser since 1991. From 1982 to 1991, he was
employed by the Fund's Sponsor (see "Sponsor" below), its predecessor, and an
affiliate, U.S. League Investment Services, Inc., primarily as an account
executive and financial consultant. From 1979 to 1982, he was employed by
Harris Trust & Savings Bank. With approximately twenty-five years of
experience in the securities industry, his previous employers also include
Merrill Lynch, Pierce, Fenner & Smith Inc. and the First National Bank of
Chicago. Mr. Blackburn's primary expertise is in the mortgage securities
markets, particularly in the area of floating and/or adjustable rate
securities.

14
<PAGE> 109
RODGER D. SHAY, JR.
9200 South Dadeland Boulevard
Suite 812
Miami, FL 33156

Senior Vice President since 1994, Shay Assets Management, Inc., managing
partner of the Adviser, and Vice President from 1991 to 1993, and Portfolio
Manager of the Adviser since 1991. Senior Vice President of Shay Financial
Services, Inc., managing partner of the Fund's Sponsor (see "Sponsor" below),
since 1994, previously Vice President from 1991 to 1993. President of Shay
Financial Group Inc. from 1988 to 1990. He was previously employed by Merrill
Lynch, Pierce, Fenner and Smith Inc. from 1981 to 1988, where he served as a
senior trader and manager of collateralized mortgage obligation trading. Mr.
Shay's primary expertise is in the mortgage securities market, particularly in
the area of collateralized mortgage obligations.

GREGORY J. WISNIEWSKI
111 East Wacker Drive
Chicago, Illinois 60601

Vice President, Shay Assets Management, Inc., managing partner of the Adviser,
and Portfolio Manager of the Adviser since 1994. From 1990 to 1994, Vice
President, managing partner of the Fund's Sponsor (see "Sponsor" below) and of
an affiliate, Shay Government Securities Co., and from 1985 to 1990, an account
executive of predecessors of these firms. His previous employers also include
The Chicago Corporation, where he served as an account executive and financial
futures trader, and Harris Trust and Savings Bank, where he served variously as
a manager of the portfolios of correspondent banks and as the manager of the
commercial paper portfolio of Harris Bankcorp. Mr. Wisniewski received a
Bachelor of Arts in Economics from the University of Michigan and a Master of
Business Administration from the University of Detroit.

The Fund's administrative agent (the "Administrator") with respect to
each Portfolio is PFPC Inc. ("PFPC"), a wholly-owned subsidiary of PNC Bank
Corp. Pursuant to the terms of the Restated Administration Agreement (the
"Administration Agreement") dated as of March 1, 1991, as amended, between the
Fund and the Administrator, the Administrator performs various administrative
services for the Fund, including (i) assisting in supervising all aspects of
the Portfolios' operations other than those assumed by the Adviser, the
Sponsor, its custodian or its transfer and dividend agent, (ii) providing the
Portfolios with the services of persons competent to perform such
administrative and clerical functions as are necessary in order to provide
effective administration of the Portfolios, (iii) maintenance of each
Portfolio's books and records, (iv) preparation of various filings, reports,
statements and returns filed with governmental authorities or distributed to
stockholders of each Portfolio, (v) computation of each Portfolio's net asset
value for purposes of the sale and redemption of its shares, and (vi)
computation of each Portfolio's daily dividend. Certain functions relating to
state "blue sky"

15
<PAGE> 110
qualification services in any of the states where the Portfolios are registered
are subject to additional charges by the Administrator that are not included in
the fee rates and minimum annual fee described below.

As compensation for the services rendered by the Administrator under the
Administration Agreement, the Fund pays the Administrator a fee, computed daily
and payable monthly, with respect to each of the Money Market Portfolio and the
Short Government Portfolio at the rate of 0.03% per annum of the Portfolio's
net assets up to and including $1 billion; plus 0.02% per annum of the next $1
billion of net assets; plus 0.01% per annum of the Portfolio's net assets over
$2 billion, with a minimum annual fee not to exceed $393,200 for all the Fund's
portfolios taken together. If applicable, the minimum fee is allocated among
the Fund's five portfolios based on relative average net asset values. For the
fiscal years ended October 31, 1995, 1994 and 1993, the Fund paid the
Administrator fees pursuant to the Administration Agreement of $12,578,
$18,476 and $34,469, respectively, for the Money Market Portfolio.
For the fiscal years ended October 31, 1995, 1994 and 1993, the Fund paid the
Administrator fees pursuant to the Administration Agreement of $49,639,
$64,677 and $55,028, respectively, with respect to the Short Government
Portfolio.

The Fund is responsible for the payment of its expenses. Such expenses
with respect to each Portfolio include, without limitation, the fees payable to
the Adviser, the Administrator and the Sponsor (see "Sponsor" below) with
respect to each Portfolio, the fees and expenses of the Fund's custodian and
transfer and dividend agent with respect to each Portfolio, any brokerage fees
and commissions of each Portfolio, any portfolio losses of the Portfolio,
filing fees for the registration or qualification of the shares in the
Portfolio under Federal or state securities laws, the Portfolio's pro rata
share of taxes, interest, costs of liability insurance, fidelity bonds or
indemnification, any costs, expenses or losses arising out of any liability of,
or claim for damages or other relief asserted against, the Fund with respect to
the Portfolio for violation of any law, each Portfolio's pro rata share of
legal and auditing fees and expenses, expenses of preparing and setting in type
prospectuses, proxy material, reports and notices and the printing and
distributing of the same to the stockholders of each Portfolio and regulatory
authorities, the Portfolio's pro rata share of compensation and expenses of the
Fund's directors and officers who are not affiliated with the Adviser, the
Administrator, the transfer and dividend agent or the Sponsor, and
extraordinary expenses incurred by the Fund with respect to each Portfolio.

SPONSOR

The sponsor of the Fund is Shay Financial Services Co. (the "Sponsor"),
an Illinois general partnership. The Sponsor is a registered broker-dealer.

The Sponsor consists of two general partners, Shay Financial Services,
Inc. and ACB Securities, Inc., each of which holds a fifty-percent interest in
the partnership. Shay Financial Services, Inc. is controlled by Rodger D.
Shay, the President of the Fund. ACB Securities, Inc. is a wholly-owned
subsidiary of ACB Investment Services, Inc., which is a wholly-owned

16
<PAGE> 111

subsidiary of Community Bankers Service Corp., which in turn is a
wholly-owned subsidiary of ACB, the trade association representing savings
institutions in the United States.

As compensation for distribution services, the Fund pays the Sponsor a
fee, payable monthly, with respect to the Portfolios at the rate of 0.15% per
annum of the combined average daily net assets of both Portfolios up to and
including $500 million; plus 0.125% per annum of the next $500 million of such
combined net assets; plus 0.10% per annum of the next $1 billion of such
combined net assets; plus 0.075% per annum of such combined net assets over $2
billion. This fee is allocated between the two Portfolios based on relative
average net asset values.

For the fiscal years ended October 31, 1995, 1994 and 1993, the Fund paid
the Sponsor fees pursuant to the Rule 12b-1 plan, as in effect, of $62,352,
$90,876 and $164,922, respectively, with respect to the Money Market Portfolio.
For the fiscal years ended October 31, 1995, 1994 and 1993 the Fund paid the
Sponsor fees pursuant to the Rule 12b-1 plan, as in effect, of $245,512,
$319,937 and $268,344, respectively, with respect to the Short Government
Portfolio. The Sponsor is obligated under the Rule 12b-1 Agreement with the
Fund to bear the costs and expenses of printing and distributing copies of
prospectuses and annual and interim reports of the Fund (after such items have
been prepared and set in type) that are used in connection with the offering of
shares of the Fund to investors, and the costs and expenses of preparing,
printing and distributing any other literature used by the Sponsor in
connection with the offering of the shares of the Portfolios for sale to
investors.

The Fund has been informed by the Sponsor that during its fiscal year
ended October 31, 1995, of the $307,864 fee received by the Sponsor from the
Fund with respect to the Portfolios, the following expenditures were made:

<TABLE>
<S> <C>
Advertising and promotion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 9,132
Printing of prospectus for other
than current stockholders and
printing of other sales materials . . . . . . . . . . . . . . . . . . . . . . . . . 6,442
Postage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,828
Compensation to underwriters and dealers . . . . . . . . . . . . . . . . . . . . . . . ---
Employee compensation and costs . . . . . . . . . . . . . . . . . . . . . . . . . . . 469,812
Staff travel and expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31,165
Rent and office expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 122,586
Professional fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26,847
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 148
-------

Total . . . . . . . . . . . . . . . . . . . . . . . $669,960
========
</TABLE>

No "interested person" of the Fund, other than any officer or director of
the Fund who is affiliated with the Sponsor or its affiliates, or any director
of the Fund who is not an

17
<PAGE> 112
"interested person" of the Fund, has any direct or indirect financial interest
in the operation of the Fund's agreement with the Sponsor.

The Fund's Rule 12b-1 Agreement with the Sponsor, as amended, will
continue in effect until March 1, 1997 and from year to year thereafter,
subject to termination by the Fund or the Sponsor as hereinafter provided, if
approved at least annually by the Fund's Board of Directors and by a majority
of the directors who are not "interested persons" of the Fund and have no
direct or indirect financial interest in the arrangements contemplated by the
agreement. The Rule 12b-1 Agreement requires the Fund's Board of Directors to
make a quarterly review of the amount expended under the agreement and the
purposes for which such expenditures were made. The Rule 12b-1 Agreement may
not be amended to increase materially the amount paid by the Fund thereunder
without stockholder approval. All material amendments to the Rule 12b-1
Agreement must be approved by the Fund's Board of Directors and by the
"disinterested" directors referred to above. The Rule 12b-1 Agreement will
terminate automatically upon its assignment and is terminable at any time
without penalty by a majority of the Fund's directors who are "disinterested"
as described above or by a vote of a majority of the outstanding shares (as
defined under "General Information" in this Statement of Additional
Information) of each Portfolio affected thereby on 60 days' written notice to
the Sponsor, or by the Sponsor on 90 days' written notice to the Fund.

DETERMINATION OF NET ASSET VALUE

With respect to the Money Market Portfolio, the Fund relies on an
exemptive rule (Rule 2a-7) promulgated by the Securities and Exchange
Commission permitting the Fund to use the amortized cost procedure in valuing
the Money Market Portfolio's investments. This involves valuing an instrument
at its cost and thereafter assuming a constant amortization to maturity of any
discount or premium, regardless of the impact of fluctuating interest rates on
the market value of the instrument. While this method provides certainty in
valuation, it may result in periods during which value, as determined by
amortized cost, is higher or lower than the price the Fund would receive if it
sold the instrument. The Board of Directors of the Fund has determined that,
absent unusual circumstances, the amortized cost method of valuation will
fairly reflect the value of each stockholder's interest in the Portfolio and
that the Portfolio will continue to use such method only so long as the Board
of Directors believes that it fairly reflects the value of each stockholder's
interest. As a condition to the use of the amortized cost method of valuation
pursuant to such exemptive rule, the Money Market Portfolio is required to
maintain a dollar-weighted average portfolio maturity of 90 days or less,
purchase instruments having remaining maturities of thirteen months or less
only, and invest only in securities determined by the Board of Directors to be
of eligible quality with minimal credit risks. (See rating requirements under
"FDIC Insured Institutions" in this Statement of Additional Information.) An
instrument which has a variable or floating rate of interest may be deemed
under certain circumstances to have a maturity equal to the longer of the
period remaining until the next readjustment of the interest rate or the period
remaining until the principal amount can be recovered through demand.

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<PAGE> 113
The Board of Directors has established procedures reasonably designed,
taking into account current market conditions and the Portfolio's investment
objective, to stabilize the price per share of shares of the Money Market
Portfolio as computed for the purpose of distribution and redemption at $1.00.
Such procedures include review by the Board of Directors, as it may deem
appropriate and at such intervals as are reasonable in light of current market
conditions, of the deviation between the net asset value per share calculated
by using available indications of market value and the net asset value per
share using amortized cost values. The Money Market Portfolio's investment
adviser has been delegated the authority to determine the market values of the
securities held by the Portfolio through use of its matrix pricing system,
provided that any changes in the methods used to determine market values are
reported to and reviewed by the Board of Directors.

The extent of any deviation between the net asset value per share of the
Money Market Portfolio based upon available market quotations or market
equivalents and $1.00 per share based on amortized cost will be examined by the
Board of Directors. If such deviation exceeds 1/2 of 1%, the Board of
Directors will promptly consider what action, if any, will be initiated. In
the event the Board of Directors determines that a deviation exists that may
result in material dilution or other unfair results to investors or existing
stockholders, it shall take such corrective action as it deems appropriate to
eliminate or reduce to the extent reasonably practicable such dilution or
unfair results, including the sale of portfolio instruments prior to maturity
to realize capital gains or losses or to shorten average portfolio maturity,
withholding dividends or payment of distributions from capital or capital
gains, redemptions of shares in kind, or establishing a net asset value per
share by using available market quotations.

For purposes of determining the net asset value per share of the Short
Government Portfolio, its investments for which market quotations are readily
available will be valued at the mean between the most recent bid and asked
prices, which may be furnished by a pricing service or directly by market
makers for such securities. Portfolio securities for which market quotations
are not readily available, and other assets, will be valued at fair value using
methods determined in good faith by the Board of Directors and may include
matrix pricing systems. Short- term instruments maturing within 60 days of the
valuation date may be valued based upon their amortized cost. The Board of
Directors will review valuation methods regularly for the Short Government
Portfolio in order to determine their appropriateness.

TAXES

Each of the Fund's portfolios, including these Portfolios, is treated as
a separate corporation for Federal income tax purposes, and thus the provisions
of Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"),
applicable to regulated investment companies are applied to each portfolio
separately, rather than to the Fund as a whole. In addition, net short-term
capital gains and losses, net investment income, and operating expenses are
determined separately for each portfolio.

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<PAGE> 114
Each Portfolio intends to meet the requirements for qualifying as a
regulated investment company. In order to so qualify the Portfolio must, among
other things: (a) diversify its holdings so that, at the end of each fiscal
quarter, (i) at least 50% of the value of its total assets is represented by
cash, Government securities and other securities, including loans of Federal
Funds for the Money Market Portfolio only, with such other securities limited,
in respect of any one issuer, to an amount not greater than 5% of the value of
the Portfolio's assets or 10% of the outstanding voting securities of such
issuer, and (ii) not more than 25% of the value of its total assets is invested
in the securities of any one issuer (other than Government securities); (b)
derive at least 90% of its gross income from dividends, interest, proceeds from
loans of stock and securities, gains from the sale or other disposition of
stock or securities, and other income derived with respect to its business of
investing in stock or securities; and (c) derive less than 30% of its gross
income from the sale or other disposition of stock or securities held less than
three months. If each Portfolio qualifies as a regulated investment company,
it will not be subject to Federal income tax on its income and gains
distributed to shareholders, provided at least 90% of its investment company
taxable income earned in the taxable year (computed without regard to the
deduction for dividends paid) is so distributed.

Dividends of the Money Market Portfolio's net investment income (which
generally includes income net of operating expenses), and distributions of net
short-term capital gains are taxable to stockholders as ordinary income whether
reinvested in shares or paid in cash.

Dividends of the Short Government Portfolio's net investment income
(which generally includes income other than capital gains, net of operating
expenses), and distributions of net short-term capital gains (i.e., the excess
of net short-term capital gains over net long-term capital losses) are taxable
to stockholders as ordinary income whether reinvested in shares or paid in
cash. Distributions of net long-term capital gains (i.e., the excess of net
long-term capital gains over net short-term capital losses) are taxable to
stockholders as long-term capital gains, regardless of how long shares of the
Portfolio have been held, whether reinvested in shares or paid in cash. Under
the Code, net long-term capital gains received by corporate stockholders
(including long-term capital gain distributions by the Portfolio) are taxed at
the same rates as ordinary income. Net long-term capital gains received by
individual stockholders (including long-term capital gain distributions by the
Portfolio) are taxed at a maximum rate of 28%.

Because none of either Portfolio's income will consist of dividends from
domestic corporations, dividends of net investment income and distributions of
net short-term capital gains will not qualify for the dividends received
deduction available to corporations.

Gain or loss realized upon a sale or redemption of shares of the Short
Government Portfolio by a stockholder who is not a dealer in securities will be
treated as long-term capital gain or loss if the shares have been held for more
than one year and otherwise as short-term capital gain or loss. Any loss
realized by a stockholder upon the sale of shares in the Short Government
Portfolio held six months or less will be treated as a long-term capital loss,
however, to the extent of any long-term capital gain distributions received by
the stockholder with respect to such shares.

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<PAGE> 115
Any capital gains distribution received shortly after the purchase of
shares of the Short Government Portfolio reduces the net asset value of the
shares by the amount of the distribution and, although in effect a return of
capital, will be taxable to the stockholder. If the net asset value of shares
of the Short Government Portfolio were reduced below the stockholder's cost by
distributions representing gains realized on sales of securities, such
distributions would be a return of investment though taxable in the same manner
as other dividends or distributions.

Each Portfolio generally will be subject to a 4% nondeductible excise tax
to the extent the Portfolio does not meet certain minimum distribution
requirements by the end of each calendar year. To avoid the imposition of the
4% excise tax, it may be necessary for a dividend to be declared in December
and actually paid in January of the following year, which will be treated as
having been received by stockholders on December 31 of the calendar year in
which declared. Under this rule, therefore, a stockholder may be taxed in one
year on dividends or distributions actually received in January of the following
year.

Dividends and distributions may be subject to state and local taxes.

PORTFOLIO TRANSACTIONS

Purchases and sales of securities for each Portfolio usually are
principal transactions. Portfolio securities normally are purchased directly
from the issuer or from an underwriter or market maker for the securities.
There usually, but not always, are no brokerage commissions paid by the Fund
for such purchases, and during the fiscal year ended October 31, 1995, the Fund
paid no brokerage commissions for either Portfolio. Purchases from dealers
serving as market makers may include the spread between the bid and asked
prices. The Adviser attempts to obtain the best price and execution for
portfolio transactions.

Each Portfolio will not purchase securities from, sell securities to, or
enter into repurchase or reverse repurchase agreements with, the Adviser or any
of its affiliates.

Allocation of transactions, including their frequency, to various dealers
is determined by the Adviser in its best judgment under the general supervision
of the Board of Directors of the Fund and in a manner deemed fair and
reasonable to stockholders. The primary consideration is prompt execution of
orders in an effective manner at the best price. On occasion the Adviser on
behalf of each Portfolio may effect securities transactions on an agency basis
with broker-dealers providing research services and/or research-related
products for the Fund. Research services or research-related products may
include information in the form of written reports, reports accessed by
computers or terminals, statistical collations and appraisals and analysis
relating to companies or industries. However, in selecting such
broker-dealers, the Adviser adheres to the primary consideration of best price
and execution.

Investment decisions for each portfolio of the Fund are made
independently from those for the other portfolios or other clients advised by
the Adviser. It may happen, on occasion, that

21
<PAGE> 116
the same security is held in one portfolio of the Fund and the other portfolios
of one or more of such other clients. Simultaneous transactions are likely
when several portfolios and clients are advised by the same investment adviser,
particularly when a security is suitable for the investment objectives of
more than one of such portfolios or clients. When two or more portfolios or
other clients advised by the Adviser are simultaneously engaged in the purchase
or sale of the same security, the transactions are allocated to the respective
portfolios or clients, both as to amount and price, in accordance with a method
deemed equitable to each portfolio or client. In some cases this system may
adversely affect the price paid or received by a portfolio of the Fund or the
size of the security position obtainable for such portfolio.

INVESTMENT RESTRICTIONS

The Fund has adopted the following investment restrictions for each
Portfolio, none of which may be changed without the approval of a majority of
the outstanding shares of the Portfolio, as defined under "General Information"
in this Statement of Additional Information. The restrictions are the same for
each Portfolio. Accordingly, each Portfolio may not:

(1) Purchase securities other than Eligible Investments. In the event
that the OTS Regulations (as defined in the Prospectus) are amended to remove
assets from the list of assets which qualify as Eligible Investments, the Fund
will dispose of any nonqualifying assets held by the Portfolio in such time and
manner as may be permitted by relevant OTS Regulations or, if none, in such
time and manner as the Fund's Board of Directors may determine. Conversely, if
the list of qualifying assets is expanded, such additional qualifying assets
will also constitute Eligible Investments and the Portfolio will be free to
make investments therein.

(2) Invest more than 5% of its total assets in the securities of any one
issuer, other than securities issued or guaranteed by the United States
Government or its agencies or instrumentalities, except that up to 25% of the
value of the Portfolio's total assets may be invested without regard to this 5%
limitation.

(3) Enter into repurchase agreements or purchase any other investments
for which market quotations are not readily available, in each case maturing in
more than 7 days if, as a result, more than 10% of the market value of its
total assets would be invested in such repurchase agreements and such other
illiquid investments.

(4) Enter into reverse repurchase agreements exceeding in the aggregate
one-third of the market value of its total assets, less liabilities other than
the obligations created by reverse repurchase agreements.

(5) Borrow money except from banks for temporary or emergency purposes
and in an amount not exceeding 10% of the value of its net assets, or mortgage,
pledge or hypothecate its assets except in connection with any such borrowing
and in amounts not in excess of 20% of the value of its net assets. This
borrowing provision is not for investment leverage, but solely

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to facilitate management of the Portfolio by enabling the Fund to meet
redemption requests when the liquidation of portfolio securities is considered
to be disadvantageous. The Portfolio's net income will be reduced if the
interest expense of borrowings incurred to meet redemption requests and
avoid liquidation of portfolio securities exceeds the interest income of those
securities. To the extent that borrowings exceed 5% of the value of the
Portfolio's net assets, such borrowings will be repaid before any investments
are made. The Portfolio's ability to enter into reverse repurchase agreements
is not restricted by this paragraph (5).

(6) Invest more than 25% of its total assets in the securities of
issuers in any single industry; provided that there shall be no such limitation
on the purchase of obligations issued or guaranteed by the United States
Government or its agencies or instrumentalities, or time deposits (including
certificates of deposit), savings deposits and bankers' acceptances of United
States branches of United States banks.

(7) Act as an underwriter of securities, except to the extent that the
Fund may be deemed to be an "underwriter" in connection with the purchase of
securities for the Portfolio directly from an issuer or an underwriter thereof.

(8) Make loans except that the Portfolio may purchase or hold debt
obligations, enter into repurchase agreements and loan Federal funds and other
day(s) funds to FDIC Insured Institutions (as defined in the Prospectus), in
each case to the extent permitted by the Fund's investment objective and
management policies.

(9) Purchase securities on margin or make short sales of securities;
write or purchase put or call options or combinations thereof; or purchase or
sell real estate, real estate mortgage loans, real estate investment trust
securities, commodities or commodity contracts, or oil and gas interests.

For purposes of investment restrictions (2) and (6) above as applicable
to the Money Market Portfolio, the Fund considers loans of Federal funds to be
cash equivalents and not securities for purposes of diversification.

ORGANIZATION AND DESCRIPTION OF FUND SHARES

The authorized capital stock of the Fund consists of five classes of
common stock, par value $.001 per share, as follows: (i) Money Market
Portfolio -- 4.0 billion shares, (ii) Short Government Portfolio -- 500 million
shares, (iii) U.S. Government Mortgage Securities Portfolio -- 500 million
shares, (iv) Intermediate Mortgage Securities Portfolio -- 500 million shares,
and (v) Adjustable Rate Mortgage (ARM) Portfolio -- 500 million shares. The
shares of each class represent interests only in the corresponding portfolio.
When issued and paid for in accordance with the terms of offering, each share
is fully paid and nonassessable. All shares of common stock of the same class
have equal dividend, distribution, liquidation and voting

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<PAGE> 118
rights and are redeemable at net asset value, at the option of the
stockholder. In addition, the shares have no preemptive, subscription or
conversion rights and are freely transferable.

Rule 18f-2 under the 1940 Act provides that any matter required to be
submitted by the provisions of such Act or applicable state law, or otherwise,
to the holders of the outstanding voting securities of an investment company
such as the Fund shall not be deemed to have been effectively acted upon unless
approved by the holders of a majority of the outstanding shares (as defined
under "General Information" in this Statement of Additional Information) of
each class affected by such matter. Rule 18f-2 further provides that a class
shall be deemed to be affected by a matter unless it is clear that the
interests of each class in the matter are identical or that the matter does not
affect any interest of such class. However, the Rule exempts the selection of
independent accountants and the election of directors from the separate voting
requirements of the Rule.

COUNSEL AND INDEPENDENT ACCOUNTANTS

Vedder, Price, Kaufman & Kammholz are legal counsel to the Fund and pass
upon the validity of the shares offered by the Prospectus.

Coopers & Lybrand L.L.P. have been selected as the Fund's independent
accountants. The financial statements of each Portfolio incorporated in this
Statement of Additional Information by reference to the Fund's Annual Report to
Stockholders for the year ended October 31, 1995 (see "Financial Statements"
below) have been so incorporated in reliance on the report of Coopers & Lybrand
L.L.P., given on the authority of such firm as experts in accounting and
auditing.

GENERAL INFORMATION

The Fund sends to all of the stockholders of each Portfolio semi-annual
reports and annual reports, including a list of investment securities held by
the Portfolio, and, for annual reports, audited financial statements of each
Portfolio.

As used in each Prospectus and this Statement of Additional Information,
the term "majority," when referring to the approvals to be obtained from
stockholders, means the vote of the lesser of (1) 67% of the Fund's shares of
each class or of the class entitled to a separate vote present at a meeting if
the holders of more than 50% of the outstanding shares of all classes or of the
class entitled to a separate vote are present in person or by proxy, or (2)
more than 50% of the Fund's outstanding shares of all classes or of the class
entitled to a separate vote. The Bylaws of the Fund provide that an annual
meeting of stockholders is not required to be held in any year in which none of
the following is required to be acted on by stockholders pursuant to the 1940
Act: election of directors; approval of the investment advisory agreement;

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<PAGE> 119
ratification of the selection of independent public accountants; and approval
of a distribution agreement.

In January 1984, the Fund changed its name from Liquidity Fund for
Thrifts, Inc. to Asset Management Fund for Savings Institutions, Inc. In
February 1990, the Fund changed its name from Asset Management Fund for Savings
Institutions, Inc. to Asset Management Fund for Financial Institutions, Inc.
In September 1994, the Fund changed its name from Asset Management Fund for
Financial Institutions, Inc. to Asset Management Fund, Inc. In September 1994,
the Money Market Portfolio changed its name from Short-Term Liquidity Portfolio
to its present name and the Short Government Portfolio changed its name from
Intermediate-Term Liquidity Portfolio to its present name.

Each Prospectus and this Statement of Additional Information do not
contain all the information included in the Registration Statement filed with
the Securities and Exchange Commission under the Securities Act of 1933 with
respect to the securities offered hereby, certain portions of which have been
omitted pursuant to the rules and regulations of the Securities and Exchange
Commission. The Registration Statement, including the exhibits filed
therewith, may be examined at the office of the Securities and Exchange
Commission in Washington, D.C.

Statements contained in each Prospectus and this Statement of Additional
Information as to the contents of any contract or other document referred to
are not necessarily complete, and, in each instance, reference is made to the
copy of such contract or other document filed as an exhibit to the Registration
Statement of which the Prospectus and this Statement of Additional Information
form a part, each such statement being qualified in all respects by such
reference.

FINANCIAL STATEMENTS

The financial statements required to be included in this Statement of
Additional Information are incorporated herein by reference to the Fund's
Annual Report to Stockholders for the year ended October 31, 1995 (the "Annual
Report"). The Fund will provide the Annual Report without charge to each
person to whom this Statement of Additional Information is delivered.

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___________________________________________________
___________________________________________________

TABLE OF CONTENTS

PAGE

THE FUND'S OBJECTIVE, THE PORTFOLIOS
AND THEIR INVESTMENT POLICIES . . 2

PURCHASE AND REDEMPTION OF SHARES . . . . . . 4

DIVIDENDS, DISTRIBUTIONS, YIELD
AND TOTAL RETURN QUOTATIONS . . . 4

MANAGEMENT OF THE FUND . . . . . . . . . . . 7

INVESTMENT ADVISER AND ADMINISTRATOR . . . . 12

SPONSOR . . . . . . . . . . . . . . . . . . . 16

DETERMINATION OF NET ASSET VALUE . . . . . . 18

TAXES . . . . . . . . . . . . . . . . . . . . 19

PORTFOLIO TRANSACTIONS . . . . . . . . . . . 21

INVESTMENT RESTRICTIONS . . . . . . . . . . . 22

ORGANIZATION AND DESCRIPTION OF FUND SHARES . 23

COUNSEL AND INDEPENDENT ACCOUNTANTS . . . . . 24

GENERAL INFORMATION . . . . . . . . . . . . . 24

FINANCIAL STATEMENTS . . . . . . . . . . . . 25

___________________________________________________
___________________________________________________
___________________________________________________
___________________________________________________

MONEY MARKET PORTFOLIO

and

SHORT U.S. GOVERNMENT SECURITIES PORTFOLIO

Asset Management Fund, Inc.

________________________

STATEMENT OF ADDITIONAL

INFORMATION

March 1, 1996

________________________
___________________________________________________
___________________________________________________

<PAGE> 121

________________________________________________________________________________
________________________________________________________________________________

STATEMENT OF ADDITIONAL INFORMATION

________________________________________________________________________________

ADJUSTABLE RATE MORTGAGE (ARM) PORTFOLIO,
INTERMEDIATE MORTGAGE SECURITIES PORTFOLIO
and
U.S. GOVERNMENT MORTGAGE SECURITIES PORTFOLIO
(previously named the Mortgage Securities Performance Portfolio)
ASSET MANAGEMENT FUND, INC.
111 East Wacker Drive, Chicago, Illinois 60601

The Adjustable Rate Mortgage (ARM) Portfolio (the "ARM Portfolio"), the
Intermediate Mortgage Securities Portfolio (the "Intermediate Mortgage
Portfolio") and the U.S. Government Mortgage Securities Portfolio (the "U.S.
Government Mortgage Portfolio") (each, a "Portfolio" and collectively, the
"Portfolios") are each a portfolio of Asset Management Fund, Inc. (the "Fund"),
a professionally managed, diversified, open-end investment company. Each
Portfolio is represented by a class of shares separate from those of the Fund's
other portfolios.

This Statement of Additional Information is not a prospectus and should be
read in conjunction with each Portfolio's Prospectus, dated March 1, 1996 (the
"Prospectus"), a copy of which may be obtained from the Fund at the address
noted above.

________________________________________________________________________________
________________________________________________________________________________

The date of this Statement of Additional Information

is March 1, 1996.

<PAGE> 122

Capitalized terms not defined in this Statement of Additional Information
and defined in the Prospectus shall have the meanings defined in the
Prospectus.

THE FUND'S OBJECTIVE, THE PORTFOLIOS
AND THEIR MANAGEMENT POLICIES

Mortgage-Related Securities

Most Mortgage-Related Securities provide a monthly payment that consists
of both interest and principal payments. In effect, these payments are a
"pass-through" of the monthly payments made by individual borrowers on their
residential mortgage loans, net of any fees paid to the issuer or guarantor of
such securities. Additional payments are caused by unscheduled payments
resulting from the sale of the underlying residential property, refinancing or
foreclosure net of fees or costs which may be incurred. Some Mortgage-Related
Securities have additional features that entitle the holder to receive all
interest and principal payments owed on the mortgage pool, net of certain fees,
regardless of whether or not the mortgagor actually makes the payment. Any
guarantees of interest and principal payments may be either as to timely or
ultimate payment.

The average maturity of pass-through pools varies with the maturities of
the underlying mortgage instruments. In addition, a pool's average maturity
may be shortened by unscheduled or early payments of principal and interest on
the underlying mortgages. Factors affecting mortgage prepayments include the
level of interest rates, general economic and social conditions, and the
location and age of the mortgage. Since prepayment rates of individual pools
vary widely, it is not possible to predict accurately the average life of a
particular pool or group of pools. However, the average life will be
substantially less than the stated maturity.

Each Prospectus indicates that U.S. Mortgage-Related Securities may be
classified into two principal categories, based on whether the issuer or
guarantor of the security or the underlying collateral is a governmental
entity, such as GNMA, or a government-related entity, such as FNMA and FHLMC.
In addition, private Mortgage Related-Securities represent interests in, or are
collateralized by, pools consisting principally of residential mortgage loans
created by non-governmental issuers. The following information supplements
that in each Prospectus concerning certain of these issuers:

FNMA is subject to general regulation by the Secretary of Housing and
Urban Development. Its common stock is publicly traded on the New York Stock
Exchange. FNMA purchases residential mortgages from a list of approved seller
services, which include Federal and state savings associations, savings banks,
commercial banks, credit unions and mortgage bankers.

FHLMC was created by Congress in 1970 for the purpose of increasing the
availability of mortgage credit for residential housing. Its common and
preferred stock is publicly traded

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<PAGE> 123

on the New York Stock Exchange. FHLMC issues Participation Certificates
("PC's") which represent interests in mortgages from FHLMC's national
portfolio.

With respect to private Mortgage-Related Securities, timely payment of
interest and principal may be supported by various forms of credit
enhancements, including individual loan, title, pool and hazard insurance.
These credit enhancements may offer two types of protection: (i) liquidity
protection, and (ii) protection against losses resulting from ultimate default
by an obligor and the underlying assets. Liquidity protection refers to the
provision of advances, generally by the entity administering the pool of
assets, to ensure that the receipt of payments on the underlying pool occurs in
a timely fashion. Protection against losses resulting from ultimate default
ensures ultimate payment of the obligations on at least a portion of the assets
in the pool. Such protection may be provided through guarantees, insurance
policies or letters of credit obtained by the issuer or sponsor from third
parties, through various means of structuring the transaction or through a
combination of such approaches. The Portfolios will not pay any additional
fees for such credit support, although the existence of credit support may
increase the price of a security.

Credit enhancements can come from external providers such as banks or
financial insurance companies. Alternatively, they may come from the structure
of a transaction itself. Examples of credit support arising out of the
structure of the transaction include "senior-subordinated securities" (multiple
class securities with one or more classes subordinate to other classes as to
the payment of principal thereof and interest thereon, with the result that
defaults on the underlying assets are borne first by the holders of the
subordinated class), creation of "reserve funds" (where cash or investments,
sometimes funded from a portion of the payments on the underlying assets, are
held in reserve against future losses) and "overcollateralization" (where the
scheduled payments on, or the principal amount of, the underlying assets
exceeds that required to make payment of the securities and pay any servicing
or other fees). The degree of credit support provided for each issue is
generally based on historical information respecting the level of credit risk
associated with the underlying assets. Delinquencies or losses in excess of
those anticipated could adversely affect the return on an investment in such
issue. There can be no assurance that the private insurers can meet their
obligations under the policies. Additionally, securities issued by private
organizations may not be as liquid as those with direct or indirect
governmental guarantees.

Each Portfolio may only invest in private Mortgage-Related Securities to
the extent it observes the investment restrictions and limitations required for
such investments to be Eligible Investments for Federal savings associations
under the Home Owners' Loan Act of 1933, as amended, and the OTS Regulations
thereunder. Eligible Investments include "mortgage-related securities" as that
term is defined in Section 3(a)(41) of the Securities Exchange Act of 1934,
subject to any OTS Regulations, and securities offered and sold pursuant to
Section 4(5) of the Securities Act of 1933. Section 3(a)(41) of the Securities
Exchange Act of 1934, as amended, defines a "mortgage-related security" as one
that is rated in one of the two highest rating categories by at least one
nationally recognized statistical rating organization, and that either (A)
represents ownership of one or more promissory notes or other instruments that
are secured

3
<PAGE> 124

by a first lien on property on which is located a residential or mixed
residential and commercial structure, on a residential manufactured home or one
or more commercial structures, and that were originated by a savings
association, savings bank, commercial bank, credit union, insurance company or
similar institution which is supervised and examined by a Federal or state
authority or by a mortgage lender approved by the Secretary of Housing and
Urban Development, or (B) is secured by one or more promissory notes or other
instruments meeting the requirements set forth above that by its terms provides
for payments of principal in relation to payments or reasonable projections of
payments. Section 4(5) of the Securities Act of 1933 exempts from registration
thereunder offers or sales of one or more promissory notes or other instruments
that are secured by a first lien on property on which is located a residential
or mixed residential and commercial structure and that were originated by a
savings association, savings bank, commercial bank or similar banking
institution which is supervised or examined by Federal or state authorities, or
mortgage lenders approved by the Department of Housing and Urban Development
that sell to such institutions, provided that they are sold in minimum amounts
of $250,000 and payment is made within 60 days.

Adjustable Rate Mortgage Securities

The interest rates paid on the mortgages underlying the ARMS in which the
Portfolios invest generally are readjusted at intervals of one year or less to
an increment over some predetermined interest rate index. There are three main
categories of indices: those based on U.S. Treasury securities and those
derived from a calculated measure such as a cost of funds index or a moving
average of mortgage rates. Commonly utilized indices include the one-year,
three-year and five-year constant maturity Treasury rates, the three-month
Treasury Bill rate, the 180-day Treasury Bill rate, rates on longer-term
Treasury securities, the 11th District Federal Home Loan Bank Cost of Funds,
the National Median Cost of Funds, the one-month, three-month, six-month or
one-year London Interbank Offered Rate (LIBOR), rates on six month certificates
of deposit, the prime rate of a specific bank, or commercial paper rates. Some
indices, such as the one-year constant maturity Treasury rate, closely mirror
changes in market interest rate levels. Others, such as the 11th District Home
Loan Bank Cost of Funds index, tend to lag behind changes in market rate levels
and tend to be somewhat less volatile.

The underlying mortgages that collateralize the ARMS in which the
Portfolios invest will frequently have caps and floors which limit the maximum
amount by which the loan rate to the residential borrower may change up or down
per reset or adjustment interval and over the life of the loan. Some
residential mortgage loans restrict periodic adjustments by limiting changes in
the borrower's monthly principal and interest payments rather than limiting
interest rate changes. These payment caps may result in negative amortization.

Collateralized Mortgage Obligations

CMOs and REMICs that are Multi-Class Mortgage-Related Securities represent
a beneficial interest in a pool of mortgage loans or mortgage-backed
securities typically held by a trust. The beneficial interests are evidenced
by certificates issued pursuant to a pooling and

4
<PAGE> 125

servicing agreement. The certificates are usually issued in multiple classes
with the specific rights of each class set forth in the pooling and servicing
agreement and the offering documents for the security. The pooling and
servicing agreement is entered into by a trustee and a party that is
responsible for pooling and conveying the mortgage assets to the trust,
sometimes referred to as the depositor. Various administrative services
related to the underlying mortgage loans, such as collection and remittance of
principal and interest payments, administration of mortgage escrow accounts and
collection of insurance claims are provided by services. A master servicer,
which may be the depositor or an affiliate of the depositor, is generally
responsible for supervising and enforcing the performance by the services of
their duties and maintaining the insurance coverages required by the terms of
the certificates. In some cases, the master servicer acts as a servicer of all
or a portion of the mortgage loans.

Balloon Securities

Balloon Securities ("Balloons") are generally Government-related
Mortgage-Related Securities issued by FHLMC or FNMA representing interests in
pools of balloon mortgages with 5-year or 7-year maturities. Balloons can also
be privately issued. Balloon mortgages may include a provision allowing the
homeowner to refinance prior to maturity with a fixed-rate loan.

The principal risk associated with an investment in Balloons would be from
a shorter than expected life during a period of declining interest rates. In
this case, proceeds might be reinvested at a lower rate of interest than
anticipated.

The Fund expects that governmental, government-related or private entities
may create mortgage loan pools offering investment opportunities in addition to
those described above. The mortgages underlying these securities may be
alternative mortgage instruments, that is, mortgage instruments whose principal
or interest payments may vary or whose terms to maturity may be shorter than
has previously been customary. As new types of Mortgage-Related Securities are
developed and offered to investors, each Portfolio will, consistent with the
Fund's investment objective and each Portfolio's policies, consider making
investments in such new types of securities upon notice to current
stockholders.

Other Eligible Investments

"Eligible Investments" for each Portfolio consist of all those investments
qualifying for direct investment by Federal savings associations without
limitation as to percentage of assets under Section 5(c) of the Home Owners'
Loan Act of 1933 and the OTS Regulations thereunder, each as in effect from
time to time, and which, in accordance with such Regulations, may be included
in the portfolio of an open-end management investment company the shares of
which qualify for investment by Federal savings associations under Section
5(c)(1)(Q) of such Act and the OTS Regulations.

The following information supplements the discussion in each Prospectus
concerning other Eligible Investments:

5
<PAGE> 126

U.S. Government or Agency Securities. Each Portfolio may invest in
obligations issued or guaranteed by the United States or certain agencies or
instrumentalities thereof or a U.S. Government-sponsored agency. These include
obligations issued by the United States or by a Federal Home Loan Bank, the
Federal Home Loan Mortgage Corporation, the Federal National Mortgage
Association, the Government National Mortgage Association, the Student Loan
Marketing Association and the Federal Farm Credit Banks. Since certain of
these U.S. Government securities are not backed by the "full faith and credit"
of the United States, the Portfolio must look principally to the agency or
instrumentality issuing or guaranteeing such obligation for ultimate repayment
and may not be able to assert a claim against the United States itself in the
event the agency or instrumentality does not meet its commitment.

Certificates of Deposit. Each Portfolio may invest in certificates of
deposit issued by, and other time deposits in foreign branches of, FDIC insured
banks. Investment in such deposits involves somewhat different investment
risks from those affecting deposits in United States branches of, such banks.
These risks, which might adversely affect the payment of principal and interest
on such deposits, include future political and economic developments, the
possibility that a foreign jurisdiction might impose withholding taxes on
interest income payable on such deposits, the possible seizure or
nationalization of foreign deposits, or the possible adoption of foreign
governmental restrictions, such as exchange controls.

Repurchase Agreements. Each Portfolio may enter into repurchase
agreements, under which it may acquire an Eligible Investment for a relatively
short period (usually not more than 30 days) subject to an obligation of the
seller to repurchase and the Portfolio to resell the instrument at a fixed
price and time, thereby determining the yield during the Portfolio's holding
period. If the seller defaults in its obligation to repurchase from the
Portfolio the underlying instrument, which in effect constitutes collateral for
the seller's obligation, at the price and time fixed in the repurchase
agreement, the Portfolio might incur a loss if the value of the collateral
declines and might incur disposition costs in connection with liquidating the
collateral. In addition, if bankruptcy proceedings are commenced with respect
to the seller, realization upon the collateral by the Portfolio may be delayed
or limited. Each Portfolio will always receive as collateral instruments whose
market value, including accrued interest, will be at least equal to 100% of the
dollar amount invested by the Portfolio in each agreement, and each Portfolio
will make payment for such instruments only upon their physical delivery to, or
evidence of their book entry transfer to the account of, the Portfolio's
custodian. Each Portfolio will not enter into any repurchase agreements
maturing in more than 60 days. Each Portfolio enters into repurchase
agreements with primary government securities dealers or FDIC Insured
Institutions. (See "FDIC Insured Institutions" below.)

6
<PAGE> 127

and deposits in foreign branches of FDIC insured banks, are not insured by the
Federal Deposit Insurance Corporation.

Each Portfolio will invest in Eligible Investments issued by, and will
enter into repurchase agreements with, an FDIC Insured Institution only if such
Institution or a security issued by such institution (i) has a short-term debt
obligation rating in the highest category by one nationally recognized
statistical rating organization, or (ii) if no such ratings are available, has
comparable quality in the opinion of the Portfolio's investment adviser under
the general supervision of the Board of Directors of the Fund. It is the
Fund's policy that the status of an FDIC Insured Institution as a present or
potential stockholder of the Fund will not be considered as a factor in favor
of any Portfolio investing in any deposit or account of such Institution.

When-Issued and Delayed Delivery Securities. Securities purchased on a
when-issued or delayed delivery basis are subject to market fluctuation, and no
interest accrues to the Portfolios until delivery and payment take place. At
the time each Portfolio makes the commitment to purchase securities on a
when-issued or delayed delivery basis, it will record the transaction and
thereafter reflect the value each day of such securities in determining its net
asset value. To facilitate acquisitions of securities purchased on a
when-issued or delayed delivery basis, each Portfolio will maintain with its
custodian a separate account with marketable portfolio securities in an amount
at least equal to such commitments. On delivery dates for such transactions,
the Portfolio will meet its obligations from maturities or sales of the
securities held in the separate account and/or from available cash.

Other Current Policies. Under current policies of the Board of Directors,
the Fund has adopted certain voluntary restrictions with respect to the
Portfolios' Eligible Investments. These restrictions apply to all three
Portfolios unless specified below:

(1) prohibit the purchase of obligations of Federal Land Banks, Federal
Intermediate Credit Banks, the Export-Import Bank of the United States, the
Commodity Credit Corporation, the National Credit Union Administration and the
Tennessee Valley Authority;

(2) limit the use of repurchase agreements to repurchase agreements
involving obligations of the U.S. Government, including zero coupon Treasury
securities that have been stripped of either principal or interest by the U.S.
Government so long as the maturity of these securities does not exceed ten
years, and obligations of the Federal Home Loan Banks, the Federal National
Mortgage Association, the Government National Mortgage Association, the Federal
Farm Credit Banks, the Federal Financing Bank, the Student Loan Marketing
Association and the Federal Home Loan Mortgage Corporation;

(3) for the Adjustable Rate Mortgage (ARM) Portfolio and Intermediate
Mortgage Securities Portfolio, limit the maturities of bankers' acceptances to
six months and prohibit investments in bankers' acceptances of Edge Act
corporations guaranteed by their FDIC-insured parent banks until such time as
the appropriateness of these investments for Federal credit unions is
clarified;

7
<PAGE> 128

(4) for the ARM Portfolio, to prohibit investments in interest rate caps
and floors until such time as the appropriateness of these investments for
Federal credit unions is clarified;

(5) for the U.S. Government Mortgage Securities Portfolio, to prohibit
investments in reverse repurchase agreements, interest rate futures contracts,
options and options on interest rate futures contracts, in each case until such
time as Federal credit unions may invest in them without limitation; and

(6) for the U.S. Government Mortgage Securities Portfolio, prohibit
loans of Federal funds.

Although these restrictions are not fundamental policies of the Fund and
may be changed without stockholder vote, the Fund will not alter these
restrictions without notice to stockholders.

PURCHASE AND REDEMPTION OF SHARES

The Fund believes that shares of each Portfolio qualify as investments not
subject to percentage of assets limitations under Section 5(c)(1)(Q) of the
Home Owners' Loan Act of 1933, as amended, and the OTS Regulations thereunder
governing investments by "Federal savings associations," as defined in such
Act, which includes Federal savings banks chartered under such Act. In
addition, shares of each Portfolio are eligible for purchase by national banks
and Federal credit unions without limitation under applicable Federal law.

The Fund reserves the right to suspend the right of redemption and to
postpone the date of payment upon redemption (1) for any period during which
the New York Stock Exchange (the "Exchange") is closed, other than customary
weekend and holiday closings, or during which trading on the Exchange is
restricted, (2) for any period during which an emergency, as defined by the
rules of the Securities and Exchange Commission, exists as a result of which
(i) disposal by the Fund of securities held by each Portfolio is not reasonably
practicable, or (ii) is not reasonably practicable for the Fund to determine
the value of the Portfolio's net assets, or (3) for such other periods as the
Securities and Exchange Commission, or any successor governmental authority,
may by order permit for the protection of stockholders of each Portfolio.

DIVIDENDS, DISTRIBUTIONS, YIELD
AND TOTAL RETURN QUOTATIONS

Dividends on shares of each Portfolio are paid monthly on the first
Business Day of each month.

Net investment income of each Portfolio for dividend purposes (from the
time of the immediately preceding determination thereof) will consist of (i)
interest accrued and discount earned (including both original issue and market
discount) less amortization of any premium, (ii) less accrued expenses
attributable to the Portfolio and the general expenses of the Fund

8
<PAGE> 129

prorated on the basis of relative net asset value of the Portfolio in relation
to the net asset value of the Fund's other portfolios applicable to that
period.

For the 30-day period ended October 31, 1995, the ARM Portfolio's
annualized yield was 5.99%. The average annual total rates of return for the
one-year period ended October 31, 1995 and for the period from September 18,
1991, the date the shares were first publicly offered, were 8.02% and 5.03%,
respectively. Without fee waivers, the 30-day annualized yield would have been
5.70% and the average annual total rates of return for the one-year period and
the period since the initial public offering date would have been 7.73% and
4.49%, respectively.

For the 30-day period ended October 31, 1995, the Intermediate Mortgage
Portfolio's annualized yield was 6.03%. The average annual total rates of
return for the one-year period and five-year period ended October 31, 1995, and
for the period from November 7, 1986 (the initial effective date of the
Portfolio's registration statement) to October 31, 1995, were 10.63%, 8.63% and
7.67%, respectively. Without fee waivers, the 30-day annualized yield would
have been 5.82% and the average annual total rates of return for the one-year
and five-year periods and the period since inception would have been 10.42%,
8.47% and 7.56%, respectively. The total return figures for the five-year
period and the period since inception contained herein reflect the performance
of the Portfolio as the Corporate Bond Portfolio, which was invested primarily
in investment grade corporate bonds prior to June 2, 1992.

For the 30-day period ended October 31, 1995, the U. S. Government
Mortgage Portfolio's annualized yield was 7.10%. The average annual total
rates of return for the one-year, five-year and ten-year periods ended October
31, 1995, were 12.37%, 8.22% and 8.90%, respectively.

For each Portfolio, the annualized yield shown above was computed by
dividing the aggregate net income per share for dividend purposes for the
30-day period by the Portfolio's net asset value on October 31, 1995. The
30-day yield was then annualized on a bond-equivalent basis assuming
semi-annual reinvestment and compounding of net income per share for dividend
purposes.

For each Portfolio, the total return for each period shown above was
computed by assuming a hypothetical initial investment of $1,000 on the first
day of such period. It was then assumed that all dividends and distributions
over the period were reinvested and that, at the end of such period, the entire
amount was redeemed. The average annual total rate of return was then
determined by calculating the annual rate required for the initial payment to
grow to the amount which would have been received upon redemption (i.e., the
average annual compound rate of return).

From time to time, each Portfolio may quote a "dividend distribution rate"
in sales literature. The "dividend distribution rate" represents the
aggregation of actual distributions made, representing dividends, realized
short-term capital gains and certain realized long-term capital gains. It does
not reflect unrealized gains or losses. The "dividend distribution rate"

9
<PAGE> 130

differs from yield in that certain non-recurring components may be
included. Any quoted "dividend distribution rate," therefore, should be
considered along with, and not as a substitute for, the yield and total rate of
return of the Portfolio.

From time to time each Portfolio's performance may be compared to the
rates of return and volatility on U.S. Treasury bills, notes and bonds, on
GNMA, FNMA and FHLMC mortgage-backed securities, Federal funds, certificates of
deposit, repurchase agreements, commercial paper, bankers' acceptances, advance
rates quoted by a Federal Home Loan Bank, to the prime and LIBOR rates and to
the 11th District Cost of Funds Index, the National Median Cost of Funds, to
the Lehman Mutual Fund Adjustable Rate Mortgage and Lehman ARM Indices, to the
Lehman Mutual Fund Short U.S. Government and Intermediate U.S. Government
Indices, Lehman Mutual Fund U.S. Government and Government Indices, Lehman
Mutual Fund GNMA and GNMA Indices, Lehman Mutual Fund U.S. Mortgage and
Mortgage-Backed Securities Indices, Lehman Mutual Fund Short U.S. Government
(1-2 and 1-3 years) Indices, Lehman Mutual Fund Government/Mortgage, Aggregate
and Aggregate Bond Indices; to the Merrill Lynch U.S. Treasury Indices (all
maturities) and U.S. Treasury, Intermediate - Term (7-9.99 years, 1-9.99 years
and 10-14.99 years) Indices and Long-Term Index, to the Merrill Lynch U.S.
Mortgage Indices, including all mortgages, all GNMA's, all FNMA MBS, all FHLMC
PC, GNMA I, GNMA I Single Family (15 year and 30 year) and GNMA I GPM, to the
Merrill Lynch Asset-Backed and Mortgage Indices, including GNMA II Single
Family (15 year and 30 year), FNMA MBS CL 30 Year and FNMA MBS CI 15 year,
FHLMC 30 Year Cash, FHLMC 30 Year Guarantor, FHLMC Gnomes and Guarantor 15
Year; to the Salomon Mortgage Indices, including Mortgage, 30 Year and 30 Year
GNMA, FNMA and FHLMC and 15 Year and 15 Year GNMA, FHLMC and FNMA and Balloons
Indices; and to the Salomon Government-Sponsored Indices including the
Government Sponsored 7-10 Years, 1-10 Years and 10 Plus Years; and to other
applicable indices compiled by Lehman, Merrill or Salomon. Each Portfolio's
performance also may be compared to that of other funds through ratings or
rankings or appropriate averages based on specified factors over specified
periods of time reported or published by such entities as AMG Data, Barron's,
Business Week, Chicago Tribune, CDA Investment Technologies, Inc., Changing
Times, Consumer Reports, Crain's Chicago Business, the Donoghue Organization,
The Economist, Financial Times, Forbes, Fortune, Futures, Income Opportunities,
Investment Advisor, Investment Company Data, Inc., Kiplinger's Personal
Finance, Lipper Analytical Services, Inc., Media General Financial Services,
Money, Morningstar, Inc., Mutual Fund Market News, Newsweek, The New York
Times, No-Load Fund Investor, Smart Money, Standard & Poor's, Strategic Data,
Success, Time, U.S. News and World Report, USA Today, Value Line, The Wall
Street Journal, and Worth magazine.

MANAGEMENT OF THE FUND

Directors and Officers
- ----------------------

Directors and Officers of the Fund, together with information as to their
principal business occupations during the past five years, are shown below.
Each director who is an

10
<PAGE> 131

"interested person" of the Fund, as defined in the
Investment Company Act of 1940, as amended (the "1940 Act"), is indicated by an
asterisk.

Name and Address Position with Fund
- ---------------- ------------------

ARTHUR G. DE RUSSO (Age 75) Director
5397 S.E. Major Way
Stuart, FL 34997

Principal Occupations During Past Five Years and Prior Relevant Experience:
- --------------------------------------------------------------------------

WENDELL L. EVANS, JR. (Age 64) Director
101 Rainbow Drive
Livingston, TX 77351

Principal Occupations During Past Five Years and Relevant Business Experience:
- -----------------------------------------------------------------------------

Chief Executive Officer and Owner, PrimeWest Financial (formerly AmeriWest
Financial) since 1983; Chairman of the Board and Chief Executive Officer,
Mutual Savings Bank, f.s.b. from 1990 through 1994; Chairman of the Board,
President and Chief Executive Officer, Missouri Savings Association, from 1989
to 1990; and Chairman, President and Chief Executive Officer, Washington
Federal Savings Bank from 1986 to 1988. Member of Texas and Missouri Bar
Associations.

DAVID F. HOLLAND* (Age 54) Director
17 New England Executive Park
Burlington, MA 01803

Principal Occupations During Past Five Years and Prior Relevant Experience:
- --------------------------------------------------------------------------

Chairman of the Board since 1989 and since 1986 President and Chief Executive
Officer, Boston Federal Savings Bank; previously Director of the Fund from 1988
to 1989;

Chairman of Community Bankers Service Corp. and Director of ACB Investment
Services, Inc.; Director of the Federal Home Loan Bank of Boston 1989 to 1994
and Vice Chairman 1992 to 1994; and Vice President Thrift Industry Advisory
Council.

11
<PAGE> 132

LEON T. KENDALL (Age 67) Director and Chairman
250 East Kilbourn of the Board
Milwaukee, WI 53202

Principal Occupations During Past Five Years and Prior Relevant Experience:
- --------------------------------------------------------------------------

GERALD J. LEVY (Age 64) Director
4000 W. Brown Deer Road
Milwaukee, WI 53209

Principal Occupations During Past Five Years and Prior Relevant Experience:
- --------------------------------------------------------------------------

Chairman and Chief Executive Officer, Guaranty Bank, S.S.B. since 1984 (from
1959 to 1984, he held a series of officer's positions, including President).
Immediate Past Chairman, from 1986 to 1987, United States League of Savings
Institutions; Director of FIserv, Inc. since 1986; Director since 1995 of the
Republic Mortgage Insurance Company; Member of the FHLMC Affordable Housing
Advisory Council since 1992; Director of the Federal Asset Disposition
Association from 1986 to 1989; and, previously Director and Vice Chairman,
Federal Home Loan Bank of Chicago and member of Advisory Committee of the
Federal Home Loan Mortgage Corporation and Federal National Mortgage
Corporation.

RODGER D. SHAY* (Age 60) Director and President
9200 South Dadeland Boulevard
Miami, FL 33156

Principal Occupations During Past Five Years and Prior Relevant Experience:

12
<PAGE> 133

Advantaged Income Fund, Inc. and M.S.B. Fund, Inc. Director, First Home
Savings Bank, S.L.A. since 1990; previously Director, Asset Management Fund,
Inc., from 1985 to 1990; President of Bolton Shay and Company and Director and
officer of its affiliates from 1981 to 1985. Previously, employed by certain
subsidiaries of Merrill Lynch & Co. from 1955 to 1981, where he served in
various executive positions including Chairman of the Board of Merrill Lynch
Government Securities, Inc., Chairman of the Board of Merrill Lynch Money
Market Securities, Inc. and Managing Director of the Debt Trading Division of
Merrill Lynch, Pierce, Fenner & Smith Inc.

EDWARD E. SAMMONS, JR. Vice President, Treasurer
111 East Wacker Drive and Secretary
Chicago, IL 60601

Principal Occupations During Past Five Years and Prior Relevant Experience:

Executive Vice President and member of the Managing Board of Shay Assets
Management Co. since 1990 and Executive Vice President of the managing partner
of the Adviser, Shay Assets Management, Inc., since 1990. Executive Vice
President and member of the Managing Board of Shay Financial Services Co.
since 1990 and Executive Vice President of the managing partner of the Sponsor,
Shay Financial Services, Inc., since 1990. President, USL Assets Management,
Inc., the Fund's prior investment adviser, from 1986 to 1992 (previously Senior
Vice President, including of a predecessor, from 1983 to 1986) and a Director
from 1989 to 1991. Executive Vice President from 1990 to 1992 and a Director
from 1990 to 1991 of U.S. League Securities, Inc., the Fund's prior sponsor.
Vice President and Secretary since 1995 of Institutional Investors Capital
Appreciation Fund, Inc., Institutional Investors Tax-Advantaged Income Fund,
Inc. and M.S.B. Fund, Inc. Vice President, from 1987 to 1990, Advance America
Funds, Inc.

Previously, Senior Vice President and Manager of Fixed Income Securities,
Republic National Bank in Dallas from 1962 to 1983.

DORIS J. PAVEL Assistant Secretary
111 East Wacker Drive
Chicago, IL 60601

Principal Occupations During Past Five Years and Prior Relevant Experience:

Officers or interested directors of the Fund also may hold positions as
directors or officers of other affiliated entities of the Adviser, Sponsor or
America's Community Bankers.

The Fund will pay $7,500 per annum in compensation to directors who are
not officers or employees of the Sponsor or the Adviser. In addition, each
director who is not such an

13
<PAGE> 134
officer or employee will receive $1,500 for each meeting of the Board
of Directors and $1,000 for each meeting of any committee thereof attended and
will be reimbursed for out-of-pocket expenses incurred in attending such
meetings. Directors who are officers or employees of the Sponsor or the
Adviser receive no compensation for their services as directors of the Fund,
but will be reimbursed by the Fund for out-of-pocket expenses incurred in
attending meetings of the Board of Directors or committees thereof.

The following table sets forth the compensation earned by directors from
the Fund for the fiscal year ended October 31, 1995:

David F. Holland . . . . . . . . 16,375 0 0 16,375

Leon T. Kendall . . . . . . . . . 19,375 0 0 19,375
Gerald J. Levy . . . . . . . . . 16,375 0 0 16,375
</TABLE>

The following table provides certain information at January 31,
1996 with respect to persons known to the Fund to be beneficial (and record)
owners (having sole voting and dispositive power) of 5% or more of the shares
of common stock of the Intermediate Mortgage Portfolio and the U.S. Government
Mortgage Portfolio:

<TABLE>
<CAPTION>
Percent of
Name and Portfolio's
Address of Outstanding
Beneficial Owner Number of Shares Common Stock
- ---------------- ---------------- ------------
<S> <C> <C>
Intermediate Mortgage Portfolio:
- -------------------------------

Co-operative Savings Bank, FSB 1,006,099 5.35%
2120 Langhome Road
Lynchburg, VA 24501

First Savings Bank of 6,884,762 36.58%
New Jersey, SLA
568 Broadway
Bayonne, NJ 07002

</TABLE>

14
<PAGE> 135

<TABLE>
<S> <C> <C>
Fullerton Savings & Loan 1,516,348 8.06%
Association
200 West Commonwealth Avenue
Fullerton, CA 92632

Main Line Federal Savings Bank 1,221,853 6.49%
Lancaster Avenue and Route 320
Villanova, PA 19085

U.S. Government Mortgage Portfolio:
- ----------------------------------

Crown Bank F.S.B. 297,630 5.73%
105 Live Oaks Garden
Casselberry, FL 32707

First Federal Bank, F.S.B. 878,480 16.93%
109 East Depot Street
Colchester, IL 62326

First Federal Savings Bank 935,162 18.02%
46 West Brundage Street
Sheridan, WY 82801
</TABLE>

<TABLE>
<S> <C> <C>
St. Casimirs Savings Bank 461,012 8.88%
2703 Foster Avenue
Baltimore, MD 21224

Tri-County Federal Savings 617,910 11.91%
Bank
2201 Main Street
Torrington, WY 82240
</TABLE>

As of January 31, 1996, none of the Directors had, through the financial
institution for which they serve as officers, voting and investment power over
any shares of the ARM Portfolio, the Intermediate Mortgage Portfolio or the
U.S. Government Mortgage Portfolio.

INVESTMENT ADVISER AND ADMINISTRATOR

The investment adviser of the Fund is Shay Assets Management Co. (the
"Adviser"), an Illinois general partnership. The Adviser, with its principal
office at 111 East Wacker Drive, Chicago, Illinois 60601, is registered as an
investment adviser under the Investment Advisers Act of 1940, as amended. The
Adviser consists of two general partners, Shay Assets Management, Inc. and ACB
Assets Management, Inc., each of which holds a fifty-percent

15
<PAGE> 136

interest in the partnership. Shay Assets Management, Inc. is
controlled by Rodger D. Shay, the President of the Fund and a Director. ACB
Assets Management, Inc. is a wholly-owned subsidiary of ACB Investment
Services, Inc., which is a wholly-owned subsidiary of Community Bankers Service
Corp., which in turn is a wholly-owned subsidiary of America's Community
Bankers ("ACB").

The Investment Advisory Agreement, as amended, between the Fund and the
Adviser (the "Advisory Agreement"), will remain in effect as to each Portfolio
until March 1, 1997, and shall continue from year to year thereafter, subject
to termination by the Fund or the Adviser as hereinafter provided, if such
continuance is approved at least annually by a majority of the outstanding
shares (as defined under "General Information" in this Statement of Additional
Information) of each Portfolio or by the Fund's Board of Directors. The
Advisory Agreement must also be approved annually by the vote of a majority of
the directors of the Fund who are not parties to the Agreement or "interested
persons" of any party thereto. All directors' votes must be cast in person at
a meeting called for the purpose of voting on such approval.

As compensation for the services rendered by the Adviser under the
Advisory Agreement, the Fund pays the Adviser a fee, payable monthly, with
respect to the ARM Portfolio based on an annual percentage of the average daily
net assets of the Portfolio as follows: 0.45% on the first $3 billion; 0.35%
of the next $2 billion and 0.25% in excess of $5 billion. The Adviser may
voluntarily elect to waive its advisory fees in an amount up to but not
to exceed 0.45% of the average daily net assets of the Portfolio. This
voluntary waiver agreement may be terminated at any time by the Adviser. For
the Fund's fiscal years ended October 31, 1995, 1994 and 1993, the Fund paid
the Adviser fees with respect to the ARM Portfolio of $2,168,262 (net of fee
waivers of $1,734,611), $3,095,619 (net of fee waivers of $3,028,028) and
$2,064,796 (net of fee waivers of $4,129,590), respectively.

As compensation for the services rendered by the Adviser under the
Advisory Agreement, the Fund pays the Adviser a fee, payable monthly, with
respect to the Intermediate Mortgage Portfolio, at the rate of 0.35% per annum
of the average daily net assets of the Portfolio up to and including $500
million; plus 0.275% per annum of the next $500 million of such net assets;
plus 0.20% per annum of the next $500 million of such net assets; plus 0.10%
per annum of such net assets over $1.5 billion. The Adviser may voluntarily
elect to waive its fees in an amount up to but not to exceed 0.35% of the
average daily net assets of the Portfolio but may terminate the voluntary
waiver at any time. For the Fund's fiscal years ended October 31, 1995, 1994
and 1993, the Fund paid the Adviser fees of $288,477 (net of fee waivers of
$384,634), $340,973 (net of fee waivers of $454,630) and $191,541 (net of fee
waivers of $255,389), respectively, with respect to the Intermediate Mortgage
Portfolio.

As compensation for the services rendered by the Adviser under the
Advisory Agreement, the Fund pays the Adviser a fee, payable monthly, with
respect to the U. S. Government Mortgage Portfolio, at the rate of 0.25% per
annum of the average daily net assets of the Portfolio up to and including $500
million; plus 0.175% per annum of the next $500 million of such net assets;
plus 0.125% per annum of the next $500 million of such net assets; plus 0.10%

<PAGE> 137

per annum of such net assets over $1.5 billion. For the Fund's fiscal years
ended October 31, 1995, 1994 and 1993, the Fund paid the Adviser fees of
$151,437, $184,369 and $194,197, respectively, with respect to the U.S.
Government Mortgage Portfolio.

The Portfolio Managers of the Adviser responsible for making investment
decisions concerning the Fund's investments are Edward E. Sammons, Jr., Rodger
D. Shay, David Adamson, James D. Bennett, Richard Blackburn, Rodger D. Shay,
Jr., and Gregory J. Wisniewski. For information as to the principal
occupations during the past five years of Messrs. Sammons and Shay, who are
also officers of the Fund, see "Management of the Fund" in this Statement of
Additional Information. The principal business occupations during the past
five years and professional backgrounds of the Portfolio Managers who are not
also officers of the Fund are shown below following each of their names and
business addresses.

DAVID ADAMSON
9200 South Dadeland Boulevard
Suite 812
Miami, FL 33156

Senior Vice President, Shay Assets Management, Inc., managing partner of the
Adviser, since 1994 and previously Vice President from 1991 to 1993 and
Portfolio Manager of the Adviser and of its predecessor since 1987. Mr.
Adamson also served as Portfolio Manager of Advance America Funds, Inc., from
1987 to 1990. Mr. Adamson received a Master of Business Administration, with a
major in Finance, from Southern Methodist University in 1987 and in 1986
received a Bachelor of Business Administration, also with a major in Finance,
from the same university.

17
<PAGE> 138
JAMES DOUGLAS BENNETT
111 East Wacker Drive
Chicago, IL 60601

Vice President, Shay Assets Management, Inc., managing partner of the Adviser,
since 1993 and Portfolio Manager of the Adviser since 1992. Since 1989, he has
been employed by ACB Investment Services Co. and its predecessor, primarily as
a financial analyst and consultant. From 1986 to 1988, he was Vice President
of Investments for Uptown Federal Savings, F.A., Niles, IL and from 1985 to
1986, he served as Vice President of Investments for German American Bank,
Jasper, IN. Previously, he was associated with F.I.I.S. in Merriam, KS as a
portfolio manager and with Bank One, Richmond, IN as Assistant Vice President
of Investments. Mr. Bennett received a Bachelor of Science, with a major in
Finance, from Miami University.

RICHARD BLACKBURN
111 East Wacker Drive
Chicago, IL 60601

RODGER D. SHAY, JR.
9200 South Dadeland Boulevard
Suite 812
Miami, FL 33156

Senior Vice President since 1994, Shay Assets Management, Inc., managing
partner of the Adviser, and Vice President from 1991 to 1993 and Portfolio
Manager of the Adviser since 1991. Senior Vice President of Shay Financial
Services, Inc., managing partner of the Fund's Sponsor (see "Sponsor" below),
since 1994 and previously Vice President from 1991 to 1993. President of Shay
Financial Group Inc. from 1988 to 1990. He was previously employed by Merrill
Lynch, Pierce, Fenner and Smith Inc. from 1981 to 1988, where he served as a
senior trader and manager of collateralized mortgage obligation trading. Mr.
Shay's primary expertise is in the mortgage securities market, particularly in
the area of collateralized mortgage obligations.

<PAGE> 139
GREGORY J. WISNIEWSKI
111 East Wacker Drive
Chicago, IL 60601

The Fund's administrative agent (the "Administrator") with respect to each
Portfolio is PFPC Inc. ("PFPC"), a wholly-owned subsidiary of PNC Bank Corp.
Pursuant to the terms of the Restated Administration Agreement (the
"Administration Agreement") dated as of March 1, 1991, as amended, between the
Fund and the Administrator, the Administrator performs various administrative
services for the Fund, including (i) assisting in supervising all aspects of
the Portfolios' operations other than those assumed by the Adviser, the
Sponsor, the Portfolios' custodian or transfer and dividend agent, (ii)
providing each Portfolio with the services of persons competent to perform such
administrative and clerical functions as are necessary in order to provide
effective administration of the Portfolios, (iii) maintenance of each
Portfolio's books and records, (iv) preparation of various filings, reports,
statements and returns filed with governmental authorities or distributed to
stockholders of each Portfolio, (v) computation of each Portfolio's net asset
value for purposes of the sale and redemption of its shares, and (vi)
computation of each Portfolio's daily dividend. Certain functions relating to
state "blue sky" qualification services in any of the states where the
Portfolios are registered are subject to additional charges by the
Administrator that are not included in the fee rates and minimum annual fee
described below.

As compensation for the services rendered by the Administrator under the
Administration Agreement, the Fund pays the Administrator a fee, computed daily
and payable monthly, with respect to each Portfolio at the rate of 0.03% per
annum of the Portfolio's net assets up to and including $1 billion; plus 0.02%
per annum of the next $1 billion of net assets; plus 0.01% per annum of each
Portfolio's net assets over $2 billion, with a minimum annual fee of $393,200
for each Portfolio and the Fund's four other portfolios taken together. If
applicable, the minimum fee is allocated among the Fund's five portfolios based
on relative average net asset values.

For the fiscal years ended October 31, 1995, 1994 and 1993, the Fund paid
the Administrator fees pursuant to the Administration Agreement with respect to
each Portfolio as follows: for the ARM Portfolio, the fees paid were $262,936,
$376,050 and $383,815,

<PAGE> 140

respectively. For the Intermediate Mortgage Portfolio,
the fees were $58,231, $69,071 and $39,932, respectively. For the U. S.
Government Mortgage Portfolio, the fees were $18,556, $22,289, and $24,718,
respectively.

The Fund is responsible for the payment of its expenses. Such expenses
include, without limitation, the fees payable to the Adviser, the Administrator
and the Sponsor (see "Sponsor" below) with respect to each Portfolio, the fees
and expenses of the Fund's custodian and transfer and dividend agent with
respect to each Portfolio, any brokerage fees and commissions of each
Portfolio, any portfolio losses of each Portfolio, filing fees for the
registration or qualification of each Portfolio's shares under Federal or state
securities laws, the Portfolio's pro rata share of taxes, interest, costs of
liability insurance, fidelity bonds or indemnification, any costs, expenses or
losses arising out of any liability of, or claim for damages or other relief
asserted against, the Fund with respect to the Portfolio for violation of any
law, legal and auditing fees and expenses, expenses of preparing and setting in
type prospectuses, proxy material, reports and notices and the printing and
distributing of the same to the Portfolio's stockholders and regulatory
authorities, the Portfolio's pro rata share of compensation and expenses of its
directors and officers who are not affiliated with the Adviser, the
Administrator, the transfer and dividend agent or the Sponsor, and
extraordinary expenses incurred by the Fund with respect to each Portfolio.

SPONSOR

The sponsor of the Fund is Shay Financial Services Co. (the "Sponsor"), an
Illinois general partnership. The Sponsor is a registered broker-dealer. The
Sponsor consists of two general partners, Shay Financial Services, Inc. and ACB
Securities, Inc., each of which holds a fifty-percent interest in the
partnership. Shay Financial Services, Inc. is controlled by Rodger D. Shay, the
President of the Fund and a Director. ACB Securities, Inc. is a wholly-owned
subsidiary of ACB Investment Services, Inc., which is a wholly-owned subsidiary
of Community Bankers Service Corp., which in turn is a wholly-owned subsidiary
of ACB, the trade association representing savings institutions in the United
States.

As compensation for distribution services, the Fund pays the Sponsor a
fee, payable monthly, with respect to the ARM Portfolio at the rate of 0.25%
per annum of the average daily net assets of the Portfolio. The Sponsor may
voluntarily elect to waive its 12b-1 fees in an amount up to but not to exceed
0.25% of the average daily net assets of the Portfolio. This voluntary waiver
agreement may be terminated at any time by the Sponsor. For the fiscal years
ended October 31, 1995, 1994 and 1993, the Fund paid the Sponsor $1,300,958
(net of fee waivers of $867,305), $2,347,623 (net of fee waivers of $1,054,403)
and $3,441,360, respectively, with respect to the ARM Portfolio.

As compensation for distribution services, the Fund pays the Sponsor a
fee, payable monthly, with respect to each of the Intermediate Mortgage
Portfolio and the U.S. Government Mortgage Portfolio at the rate of 0.15% per
annum of the average daily net assets of the

20
<PAGE> 141

Portfolio up to and including $500 million; plus 0.125% per annum of the next
$500 million of such net assets; plus 0.10% per annum of the next $500 million
of such net assets; plus 0.075% per annum of such net assets over $1.5 billion.
For the fiscal years ended October 31, 1995, 1994 and 1993, the Fund paid the
Sponsor fees pursuant to the Rule 12b-1 Agreement, as in effect, of $288,476,
$340,973 and $191,542, respectively, with respect to the Intermediate Mortgage
Portfolio. For the fiscal years ended October 31, 1995, 1994 and 1993, the
Fund paid the Sponsor fees pursuant to the Rule 12b-1 Agreement, as in effect,
of $90,862, $110,622, and $116,518, respectively, with respect to the U.S.
Government Mortgage Portfolio.

The Sponsor is obligated under the Rule 12b-1 Agreement to bear the costs
and expenses of printing and distributing copies of prospectuses and annual and
interim reports of the Fund (after such items have been prepared and set in
type) that are used in connection with the offering of shares of the Fund to
investors, and the cost and expenses of preparing, printing and distributing
any other literature used by the Sponsor in connection with the offering of the
shares of the Portfolio for sale to investors.

The Fund has been informed by the Sponsor that during its fiscal year
ended October 31, 1995, of the $1,300,958 fee received by the Sponsor from the
Fund with respect to the ARM Portfolio, the following expenditures were made:

<TABLE>
<S> <C>
Advertising and promotion . . . . . . . . . . . . . . . . . . . . . . . . $ 52,359
Printing of prospectus for other
than current stockholders and
printing of other sales materials . . . . . . . . . . . . . . . . . . . 28,087
Postage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16,735
Compensation to underwriters and dealers . . . . . . . . . . . . . . . . . ------
Employee compensation and costs . . . . . . . . . . . . . . . . . . . . . 2,053,716
Staff travel and expense . . . . . . . . . . . . . . . . . . . . . . . . . 136,193
Rent and office expense . . . . . . . . . . . . . . . . . . . . . . . . . 535,278
Professional fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . 117,712
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 651
------------------

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,940,731
=================
</TABLE>

The Fund has been informed by the Sponsor that during its fiscal year
ended October 31, 1995, of the $288,476 fee received by the Sponsor from the
Fund with respect to the Intermediate Mortgage Portfolio, the following
expenditures were made:

21
<PAGE> 142

<TABLE>
<S> <C>
Advertising and promotion . . . . . . . . . . . . . . . . . . . . . . . . $ 11,417
Printing of prospectus for other
than current stockholders and
printing of other sales materials . . . . . . . . . . . . . . . . . . . 6,268
Postage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,679
Compensation to underwriters and dealers . . . . . . . . . . . . . . . . . -----
Employee compensation and costs . . . . . . . . . . . . . . . . . . . . . 451,959
Staff travel and expense . . . . . . . . . . . . . . . . . . . . . . . . . 30,020
Rent and office expense . . . . . . . . . . . . . . . . . . . . . . . . . 118,519
Professional fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,478
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 140
------------------

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 647,480
=================
</TABLE>

The Fund has been informed by the Sponsor that during its fiscal year
ended October 31, 1995, of the $90,862 fee received by the Sponsor from the
Fund with respect to the U.S. Government Mortgage Portfolio, the following
expenditures were made:

<TABLE>
<S> <C>
Advertising and promotion . . . . . . . . . . . . . . . . . . . . . . . . $ 3,043
Printing of prospectus for other
than current stockholders and
printing of other sales materials . . . . . . . . . . . . . . . . . . . 2,148
Postage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,276
Compensation to underwriters and dealers . . . . . . . . . . . . . . . . . -----
Employee compensation and costs . . . . . . . . . . . . . . . . . . . . . 156,604
Staff travel and expense . . . . . . . . . . . . . . . . . . . . . . . . . 10,388
Rent and office expense . . . . . . . . . . . . . . . . . . . . . . . . . 40,861
Professional fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,949
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
------------------

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 223,319
=================
</TABLE>

No "interested person" of the Fund, other than any officer or director of
the Fund who is affiliated with the Sponsor or its affiliates, or any director
of the Fund who is not an "interested person" of the Fund, has any direct or
indirect financial interest in the operation of the Fund's agreement with the
Sponsor.

The Rule 12b-1 Agreement with the Sponsor will continue in effect until
March 1, 1997, and from year to year thereafter, subject to termination by the
Fund or the Sponsor as hereinafter provided, if approved at least annually by
the Fund's Board of Directors and by a majority of the directors who are not
"interested persons" of the Fund and have no direct or

22
<PAGE> 143

indirect financial interest in the arrangements contemplated by the agreement.
The Rule 12b-1 Agreement requires the Fund's Board of Directors to make a
quarterly review of the amount expended under the Rule 12b-1 Agreement and the
purposes for which such expenditures were made. The Rule 12b-1 Agreement may
not be amended to increase materially the amount paid by the Fund thereunder
without stockholder approval. All material amendments to the Rule 12b-1
Agreement must be approved by the Fund's Board of Directors and by the
"disinterested" directors referred to above. The Rule 12b-1 Agreement will
terminate automatically upon its assignment and is terminable at any time
without penalty by a majority of the Fund's directors who are "disinterested"
as described above or by a vote of a majority of the outstanding shares (as
defined under "General Information" in this Statement of Additional
Information) of each Portfolio on 60 days' written notice to the Sponsor, or by
the Sponsor on 90 days' written notice to the Fund.

DETERMINATION OF NET ASSET VALUE

For purposes of determining the net asset value per share of each
Portfolio, investments for which market quotations are readily available will
be valued at the mean between the most recent bid and asked prices, which may
be furnished by a pricing service or directly by market makers for such
securities. Portfolio securities for which market quotations are not readily
available, and other assets, will be valued at fair value using methods
determined in good faith by the Board of Directors and may include matrix
pricing systems. Short-term instruments maturing within 60 days of the
valuation date may be valued based upon their amortized cost. The Board of
Directors will review valuation methods regularly, in order to determine their
appropriateness.

TAXES

Each of the Fund's portfolios, including these Portfolios, is treated as a
separate corporation for Federal income tax purposes, and thus the provisions
of the Internal Revenue Code of 1986, as amended (the "Code"), applicable to
regulated investment companies are applied to each portfolio separately, rather
than to the Fund as a whole. In addition, net long-term and short-term capital
gains and losses, net investment income, and operating expenses will be
determined separately for each portfolio.

Each Portfolio intends to meet the requirements for qualifying as a
regulated investment company. In order to so qualify each Portfolio must,
among other things: (a) diversify its holdings so that, at the end of each
fiscal quarter, (i) at least 50% of the value of its total assets is
represented by cash, Government securities and other securities with such other
securities limited, in respect of any one issuer, to an amount not greater than
5% of the value of the Portfolio's assets or 10% of the outstanding voting
securities of such issuer, and (ii) not more than 25% of the value of its total
assets is invested in the securities of any one issuer (other than Government
securities); (b) derive at least 90% of its gross income from dividends,
interest,

23
<PAGE> 144

proceeds from loans of stock and securities, gains from the sale or other
disposition of stock or securities, and other income derived with respect to
its business of investing in stock or securities; and (c) derive less than 30%
of its gross income from the sale or other disposition of stock or securities,
held less than three months. If a Portfolio qualifies as a regulated
investment company, it will not be subject to Federal income tax on its income
and gains distributed to shareholders, provided at least 90% of its investment
company taxable income earned in the taxable year (computed without regard to
the deduction for dividends paid) is so distributed.

Dividends of each Portfolio's net investment income (which generally
includes income other than capital gains, net of operating expenses), and
distributions of net short-term capital gains (i.e., the excess of net
short-term capital gains over net long-term capital losses) are taxable to
stockholders as ordinary income whether reinvested in shares or paid in cash.
Distributions of net long-term capital gains (i.e., the excess of net long-term
capital gains over net short-term capital losses) are taxable to stockholders
as long-term capital gains, regardless of how long shares of the Portfolio have
been held, whether reinvested in shares or paid in cash. Under the Code, net
long-term capital gains received by corporate stockholders (including long-term
capital gain distributions by each Portfolio) are taxed at the same rates as
ordinary income. Net long-term capital gains received by individual
stockholders (including long-term capital gain distributions by each Portfolio)
are taxed at a maximum rate of 28%.

Because none of each Portfolio's income will consist of dividends from
domestic corporations, dividends of net investment income and distributions of
net long-term and short-term capital gains will not qualify for the dividends
received deduction available to corporations.

Gain or loss realized upon a sale or redemption of shares of each
Portfolio by a stockholder who is not a dealer in securities will be treated as
long-term capital gain or loss if the shares have been held for more than one
year and otherwise as short-term capital gain or loss. Any loss realized by a
stockholder upon the sale of shares in each Portfolio held six months or less
will be treated as a long-term capital loss, however, to the extent of any
long-term capital gain distributions received by the stockholder with respect
to such shares.

Any capital gains distribution received shortly after the purchase of
shares reduces the net asset value of the shares by the amount of the
distribution and, although in effect a return of capital, will be taxable to
the stockholder. If the net asset value of shares were reduced below the
stockholder's cost by distributions representing gains realized on sales of
securities, such distributions would be a return of investment though taxable
in the same manner as other dividends or distributions.

24
<PAGE> 145

treated as having been received by stockholders on December 31 of the calendar
year in which declared. Under this rule, therefore, a stockholder may be taxed
in one year on dividends or distributions actually received in January of the
following year.

Dividends and distributions may be subject to state and local taxes.

PORTFOLIO TRANSACTIONS

Purchases and sales of securities for each Portfolio usually are principal
transactions. Portfolio securities normally are purchased directly from the
issuer or from an underwriter or market maker for the securities. There
usually, but not always, are no brokerage commissions paid by the Fund for such
purchases, and during the fiscal year ended October 31, 1995, none of the
Portfolios paid any brokerage commissions. Purchases from dealers serving as
market makers may include the spread between the bid and asked prices. The
Adviser attempts to obtain the best price and execution for portfolio
transactions.

Each Portfolio will not purchase securities from, sell securities to, or
enter into repurchase agreements with, the Adviser or any of its affiliates.

Investment decisions for each portfolio of the Fund are made separately
from those for the other portfolios or other clients advised by the Adviser.
It may happen, on occasion, that the same security is held in one portfolio of
the Fund and the other portfolios of one or more of such other clients.
Simultaneous transactions are likely when several portfolios and clients are
advised by the same investment adviser, particularly when a security is
suitable for the investment objectives of more than one of such portfolios or
clients. When two or more portfolios or other clients advised by the Adviser
are simultaneously engaged in the purchase or sale of the same security, the
transactions are allocated to the respective portfolios or clients, both as to
amount and price, in accordance with a method deemed equitable to each
portfolio or client. In some cases this system may adversely affect the price
paid or received by a portfolio of the Fund or the size of the security
position obtainable for such portfolio.

<PAGE> 146

INVESTMENT RESTRICTIONS

The Fund has adopted the following investment restrictions for the ARM
Portfolio, none of which may be changed without the approval of a majority of
the outstanding shares of the Portfolio, as defined under "General Information"
in this Statement of Additional Information. Accordingly, the ARM Portfolio
may not:

(1) Purchase securities other than Eligible Investments. In the event
that the OTS Regulations (as defined in the Prospectus) applicable to Federal
savings associations are amended to remove assets from the list of assets which
qualify as Eligible Investments, the Fund will dispose of any nonqualifying
assets held by the Portfolio in such time and manner as may be permitted by
relevant OTS Regulations or, if none, in such time and manner as the Fund's
Board of Directors may determine. Conversely, if the list of qualifying assets
is expanded, such additional qualifying assets will also constitute Eligible
Investments and the Portfolio will be free to make investments therein, to the
extent consistent with the Fund's investment objective and the Portfolio's
management policies.

(2) Invest more than 5% of its total assets in the securities of any one
issuer, other than securities issued or guaranteed by the United States
Government or its agencies or Instrumentalities, except that up to 25% of the
value of the Portfolio's total assets may be invested without regard to this 5%
limitation.

(3) Enter into repurchase agreements or purchase any other investments
for which market quotations are not readily available, in each case maturing in
more than 7 days, or Interest Rate Caps and Floors if, as a result, more than
10% of the value of the Portfolio's total assets would be invested in such
repurchase agreements and such other illiquid investments.

(4) Borrow money except from banks (a) for temporary or emergency
purposes and in an amount not exceeding 10% of the value of the Portfolio's net
assets, or (b) to meet redemption requests without immediately selling any
portfolio securities and in an amount not exceeding in the aggregate one-third
of the value of the Portfolio's total assets, less liabilities other than
borrowing; or mortgage, pledge or hypothecate its assets except in connection
with any such borrowing and in amounts not in excess of 20% of the value of its
net assets. The borrowing provision of (b) above is not for investment
leverage, but solely to facilitate management of the Portfolio by enabling the
Portfolio to meet redemption requests when the liquidation of portfolio
securities is considered to be disadvantageous. The Portfolio's net income
will be reduced if the interest expense of borrowings incurred to meet
redemption requests and avoid liquidation of portfolio securities exceeds the
interest income of those securities. To the extent that borrowings exceed 5%
of the value of the Portfolio's net assets, such borrowings will be repaid
before any investments are made.

(5) Invest more than 25% of the value of the Portfolio's total assets in
the securities of issuers in any single industry; provided that there shall be
no such limitation on investments in the mortgage and mortgage finance industry
(in which more than 25% of the value of the

26
<PAGE> 147

Portfolio's total assets will, except for temporary defensive purposes, be
invested) or on the purchase of obligations issues or guaranteed by the United
States Government or its agencies or instrumentalities.

(6) Act as an underwriter of securities, except to the extent that the
Fund may be deemed to be an "underwriter" in connection with the purchase of
securities for the Portfolio directly from an issuer or an underwriter thereof.

(7) Make loans except that the Portfolio may purchase or hold debt
obligations, enter into repurchase agreements and loan Federal funds and other
day(s) funds to FDIC Insured Institutions (as defined in the Prospectus), in
each case to the extent permitted by the Fund's investment objective and the
Portfolio's management policies.

(8) Purchase securities on margin or make short sales of securities;
write or purchase put or call options or combinations thereof or purchase or
sell real estate, real estate mortgage loans (except that the Portfolio may
purchase and sell Mortgage Related Securities), real estate investment trust
securities, commodities or commodity contracts, or oil and gas interests.

The Fund has adopted the following investment restrictions for the
Intermediate Mortgage Portfolio and U.S. Government Mortgage Portfolio,
respectively, none of which may be changed without the approval of a majority
of the outstanding shares of the Portfolio, as defined under "General
Information" in this Statement of Additional Information. The restrictions are
the same for both Portfolios except as indicated. Accordingly, the
Intermediate Mortgage Portfolio and the U.S. Government Mortgage Portfolio may
not:

(3) Enter into repurchase agreements or purchase any other investments
for which market quotations are not readily available, in each case maturing in
more than 7 days if, as a result, more than 15% of the value of the
Intermediate Mortgage Portfolio's total assets and

27
<PAGE> 148

more than 10% of the value of the U.S. Government Mortgage Portfolio's total
assets would be invested in such repurchase agreements and such other illiquid
investments.

(4) Enter into reverse repurchase agreements exceeding in the aggregate
one-third of the value of the U.S. Government Mortgage Portfolio's total
assets, less liabilities other than the obligations created by reverse
repurchase agreements.

(5) (Intermediate Mortgage Portfolio) Borrow money except from banks (a)
for temporary purposes and in an amount not exceeding 10% of the value of the
Portfolio's net assets, or (b) to meet redemption requests without immediately
selling any portfolio securities and in an amount not exceeding in the
aggregate one-third of the value of the Portfolio's total assets, less
liabilities other than such borrowing; or mortgage, pledge or hypothecate its
assets except in connection with any such borrowing and in amounts not in
excess of 20% of the value of its net assets provided that there shall be no
such limitation on deposits made in connection with the entering into and
holding of interest rate futures contracts and options thereon. The borrowing
provision of (b) above is not for investment leverage, but solely to facilitate
management of the Portfolio by enabling the Portfolio to meet redemption
requests when the liquidation of portfolio securities is considered to be
disadvantageous. To the extent that borrowings exceed 5% of the value of the
Portfolio's net assets, such borrowings will be repaid before any investments
are made. The Portfolio's ability to enter into reverse repurchase agreements
is not restricted by this paragraph (5) and collateral arrangements with
respect to margins for interest rate futures contracts and options thereon are
not deemed to be a pledge of assets for the purpose of this paragraph (5).

(6) (U.S. Government Mortgage Portfolio) Borrow money except from banks
(a) for temporary or emergency purposes and in an amount not exceeding 10% of
the value of the Portfolio's net assets, or (b) to meet redemption requests
without immediately selling any portfolio securities and in an amount not
exceeding in the aggregate one-third of the value of the Portfolio's total
assets, less liabilities other than borrowing; or mortgage, pledge or
hypothecate its assets except in connection with any such borrowing and in
amounts not in excess of 20% of the value of its net assets provided that there
shall be no such limitation on deposits made in connection with the entering
into and holding of interest rate futures contracts and options thereon. The
borrowing provision of (b) above is not for investment leverage, but solely to
facilitate management of the Portfolio by enabling the Portfolio to meet
redemption requests when the liquidation of portfolio securities is considered
to be disadvantageous. The Portfolio's net income will be reduced if the
interest expense of borrowings incurred to meet redemption requests and avoid
liquidation of portfolio securities exceeds the interest income of those
securities. To the extent that borrowings exceed 5% of the value of the
Portfolio's net assets, such borrowings will be repaid before any investments
are made. The Portfolio's ability to enter into reverse repurchase agreements
is not restricted by this paragraph (6) and collateral arrangements with
respect to margins for interest rate futures contracts and options thereon are
not deemed to be a pledge of assets for the purpose of this paragraph (6).

28
<PAGE> 149

(7) Invest more than 25% of the value of the Portfolio's total assets in
the securities of issuers in any single industry; provided that there shall be
no such limitation on investments in the mortgage and mortgage finance industry
(in which more than 25% of the value of the portfolio's total assets will,
except for temporary defensive purposes, be invested) or on the purchase of
obligations issued or guaranteed by the United States Government or its
agencies or instrumentalities.

(8) Act as an underwriter of securities, except to the extent that the
Fund may be deemed to be an "underwriter" in connection with the purchase of
securities for the Portfolio directly from an issuer or an underwriter thereof.

(9) Make loans except that the Portfolio may purchase or hold debt
obligations, enter into repurchase agreements and loan Federal funds and other
day(s) funds to FDIC Insured Institutions (as defined in the Prospectus), in
each case to the extent permitted by the Fund's investment objective and the
Portfolio's management policies.

(10) (Intermediate Mortgage Securities) Purchase securities on margin or
make short sales of securities; write or purchase put or call options or
combinations thereof except that the Portfolio may write covered call options
and purchase call or put options on investments eligible for purchase by the
Portfolio; or purchase or sell real estate, real estate mortgage loans (except
that the Portfolio may purchase and sell Mortgage-Related Securities), real
estate investment trust securities, commodities or commodity contracts, or oil
and gas interests; except that the Portfolio may enter into interest rate
futures contracts and may write call options and purchase call and put options
on interest rate futures contracts if (a) as to interest rate futures
contracts, each futures contract is (i) for the sale of a financial instrument
(a "short position") to hedge the value of securities held by the Portfolio or
(ii) for the purchase of a financial instrument of the same type and for the
same delivery month as the financial instrument underlying a short position
held by the Portfolio (a "long position offsetting a short position"), (b) the
sum of the aggregate futures market prices of financial instruments required to
be delivered under open futures contract sales and the aggregate purchase
prices under open futures contract purchases does not exceed 30% of the value
of the Portfolio's total assets, and (c) immediately thereafter, no more than
5% of the Portfolio's total assets would be committed to margin. This ability
to invest interest rate futures contracts and options thereon is not for
speculation, but solely to permit hedging against anticipated interest rate
changes.

(11) (U.S. Government Mortgage Portfolio) Purchase securities on margin
or make short sales of securities; write or purchase put or call options or
combinations thereof except that the Portfolio may write covered call options
and purchase call or put options on Eligible Investments; or purchase or sell
real estate, real estate mortgage loans (except that the Portfolio may purchase
and sell Mortgage-Related Securities), real estate investment trust securities,
commodities or commodity contracts, or oil and gas interests except that the
Portfolio may enter into interest rate futures contracts and may write call
options and purchase call and put options on interest rate futures contracts if
(a) as to interest rate futures contracts, each futures contract is (i) for the
sale of a financial instrument (a "short position") to hedge the value of
securities

29
<PAGE> 150

held by the Portfolio or (ii) for the purchase of a financial instrument of the
same type and for the same delivery month as the financial instrument
underlying a short position held by the Portfolio (a "long position offsetting
a short position"), (b) the sum of the aggregate futures market prices of
financial instruments required to be delivered under open futures contract
sales and the aggregate purchase prices under open futures contract purchases
does not exceed 30% of the value of the Portfolio's total assets, and (c)
immediately thereafter, no more than 5% of the Portfolio's total assets would
be committed to margin. This ability to invest in interest rate futures
contracts and options thereon is not for speculation, but solely to permit
hedging against anticipated interest rate changes.

ORGANIZATION AND DESCRIPTION OF FUND SHARES

The authorized capital stock of the Fund consists of five classes of
common stock, par value $.001 per share, as follows: (i) Money Market
Portfolio -- 4.0 billion shares, (ii) Short U.S. Government Securities
Portfolio -- 500 million shares, (iii) U.S. Government Mortgage Securities
Portfolio -- 500 million shares, (iv) Intermediate Mortgage Securities
Portfolio -- 500 million shares and (v) Adjustable Rate Mortgage (ARM)
Portfolio -- 500 million shares. The shares of each class represent interests
only in the corresponding portfolio. When issued and paid for in accordance
with the terms of offering, each share is fully paid and nonassessable. All
shares of common stock of the same class have equal dividend, distribution,
liquidation and voting rights and are redeemable at net asset value, at the
option of the stockholder. In addition, the shares have no preemptive,
subscription or conversion rights and are freely transferable.

Rule 18f-2 under the 1940 Act provides that any matter required to be
submitted by the provisions of such Act or applicable state law, or otherwise,
to the holders of the outstanding voting securities of an investment company
such as the Fund shall not be deemed to have been effectively acted upon unless
approved by the holders of a majority of the outstanding shares (as defined
under "General Information" below) of each class affected by such matter. Rule
18f-2 further provides that a class shall be deemed to be affected by a matter
unless it is clear that the interests of each class in the matter are identical
or that the matter does not affect any interest of such class. However, the
Rule exempts the selection of independent public accountants and the election
of directors from the separate voting requirements of the Rule.

COUNSEL AND INDEPENDENT ACCOUNTANTS

Vedder, Price, Kaufman & Kammholz are legal counsel to the Fund and pass
upon the validity of the shares offered by the Prospectus.

Coopers & Lybrand L.L.P. are the Fund's independent accountants. The
financial statements of each Portfolio incorporated in this Statement of
Additional Information by reference to the Fund's Annual Report to Stockholders
for the year ended October 31, 1995 (see

30
<PAGE> 151

"Financial Statements" below), have been so incorporated in reliance on the
report of Coopers & Lybrand L.L.P. given on the authority of such firm as
experts in accounting and auditing.

GENERAL INFORMATION

The Fund sends to all of the stockholders of each Portfolio semi-annual
reports and annual reports, including a list of investment securities held by
each Portfolio, and, for annual reports, audited financial statements of each
Portfolio.

In January 1984, the Fund changed its name from Liquidity Fund for
Thrifts, Inc. to Asset Management Fund for Savings Institutions, Inc. In
February 1990, the Fund changed its name from Asset Management Fund for Savings
Institutions, Inc. to Asset Management Fund for Financial Institutions, Inc.
In September 1994, the Fund changed its name from Asset Management Fund for
Financial Institutions, Inc. to Asset Management Fund, Inc. In June 1992, the
Intermediate Mortgage Portfolio changed its name from the Corporate Bond
Portfolio to its present name. In September 1994, the U.S. Government Mortgage
Securities Portfolio changed its name from the Mortgage Securities Performance
Portfolio to its present name.

Statements contained in each Prospectus and this Statement of Additional
Information as to the contents of any contract or other document referred to
are not necessarily complete, and, in each instance, reference is made to the
copy of such contract or other document filed as an exhibit to the Registration
Statement of which the Prospectus and Statement of Additional Information form
a part, each such statement being qualified in all respects by such reference.

31
<PAGE> 152

DESCRIPTION OF DEBT RATINGS

Bonds rated Aa by Moody's are judged to be of high quality by all
standards. Together with the Aaa Group they comprise what are known as high
grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in Aaa bonds. Moody's applies the numerical
modifiers 1, 2 and 3 to certain general rating classifications, including Aa.
The modifier 3 indicates that the issue ranks in the lower end of its generic
rating category. Debt rated AA by Standard & Poor's has a very strong capacity
to pay interest and repay principal and differs from the highest rated issues,
which are rated AAA, only in small degree. Ratings in certain categories,
including AA, may be modified by the addition of a plus or minus sign to show
relative standing within the major rating categories. Duff and Phelps, Inc.
and Fitch Investors Service, Inc. have comparable rating systems.

FINANCIAL STATEMENTS

32
<PAGE> 153

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

TABLE OF CONTENTS ADJUSTABLE RATE
Page MORTGAGE (ARM) PORTFOLIO,
----
<S> <C> <C>
INTERMEDIATE MORTGAGE
THE FUND'S OBJECTIVE, THE PORTFOLIOS SECURITIES PORTFOLIO
AND THEIR MANAGEMENT POLICIES . . 2
AND
PURCHASE AND REDEMPTION OF SHARES . . . . . . 8
U.S. GOVERNMENT
DIVIDENDS, DISTRIBUTIONS, YIELD MORTGAGE SECURITIES PORTFOLIO
AND TOTAL RETURN QUOTATIONS . . . 8

MANAGEMENT OF THE FUND . . . . . . . . . . . 10

INVESTMENT ADVISER AND ADMINISTRATOR . . . . 15 Asset Management Fund, Inc.

SPONSOR . . . . . . . . . . . . . . . . . . . 20

DETERMINATION OF NET ASSET VALUE . . . . . . 23
-----------------------------------
TAXES . . . . . . . . . . . . . . . . . . . . 23

PORTFOLIO TRANSACTIONS . . . . . . . . . . . 25

INVESTMENT RESTRICTIONS . . . . . . . . . . . 26 STATEMENT OF ADDITIONAL

ORGANIZATION AND DESCRIPTION OF FUND SHARES . 30 INFORMATION

COUNSEL AND INDEPENDENT ACCOUNTANTS . . . . . 30

GENERAL INFORMATION . . . . . . . . . . . . . 31 March 1, 1996

DESCRIPTION OF DEBT RATINGS . . . . . . . . . 32

FINANCIAL STATEMENTS . . . . . . . . . . . . 32
-----------------------------------

<PAGE> 154

[AMF LOGO]

ASSET MANAGEMENT FUND, INC.
111 East Wacker Drive
Chicago, IL 60601

[AMF LOGO]
ASSET MANAGEMENT FUND, INC.

ANNUAL REPORT
October 31, 1995

<PAGE> 155

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

December 15, 1995

Dear Shareholder:

The Directors and Officers of the Asset Management Fund, Inc. are pleased to
send the Annual Report to Shareholders for the twelve months ended October 31,
1995.

As 1995 comes to a close, it appears that the Federal Reserve has completed
their "Pre-Emptive Strike" against inflationary expectations which began in
February of 1994. Long term interest rates during 1995 have now come full circle
from the lows of October 1993 when the long bond was about 6% to the highs of
October 1994 of about 8%. At this writing, the long term Treasury Bond has just
rallied back to 6.00%. Now that the Fed seems to have achieved their goal of
orchestrating a "soft landing" for the economy, many economists are looking
forward to a decline in short term rates to complement the declines already
achieved in long term rates.

We are pleased to report that the AMF Portfolios fully participated in the
bull market rally of 1995. By extending maturities somewhat and by having only
limited exposure to callable investments, the portfolio managers were able to
capture the bulk of this rally. The rally of 1995 has almost totally reversed
the effects of the "bear" market of 1994, and the Total Rates of Return for the
combined periods are certainly back on the long term track.

The AMF Portfolios continue to fulfill their stated objectives and have
consistently ranked high within various industry comparative reports produced by
mutual fund analytical services. In its October 1995 discussion of the
performance of the AMF Adjustable Rate Mortgage (ARM) Portfolio, for example,
Morningstar stated that "The ARM Portfolio has yet to encounter a market that it
can't handle. Management . . . has done enough maneuvering to keep it ahead of
its peers in both bull and bear markets." Of course, past performance is not
necessarily an indication of future results and return and principal value will
fluctuate so that an investor's shares, when redeemed, may be worth more or less
than their original cost. Morningstar is a nationally recognized mutual fund
analytic firm.

The AMF team remains committed to providing professional asset management and
will continue to manage these portfolios in a manner consistent with the
objectives of our shareholders. Thank you for investing with the Asset
Management Fund.

Sincerely,

Rodger D. Shay
President
<PAGE> 156

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

ASSET MANAGEMENT FUND REVIEW

The AMF portfolios are very proud of their record and performance. Each
portfolio was designed for a specific market sector and they have been managed
to consistently meet the objectives desired by shareholders. The best
illustration of the success of these portfolios is the fact that as of 10/31/95,
each portfolio attained a 4-star ranking from the highly-respected Morningstar
Mutual Fund Service.1 These rankings point out the consistent and high-quality
management strategies that are employed in each portfolio. They also indicate a
devotion to a conservative investment philosophy that has helped AMF avoid
certain high risk securities that led to highly publicized problems at other
funds. AMF is dedicated to continuing this success and producing solid value for
our shareholders.

A short review of the past year is presented below for each portfolio.

SHORT U.S. GOVERNMENT SECURITIES PORTFOLIO produced a solid 8.94% total return
for the year ending October 31, 1995. This was accomplished by extending the
fund's duration throughout the year as interest rates continued moving lower. In
addition, by investing strictly in 1-5 year Treasury securities, the Portfolio
avoided any concerns with prepayments. Moving forward, the Portfolio will
continue its use of short-term Treasury issues to provide the safety and
liquidity desired by shareholders. This strategy provides the flexibility needed
to react to changes in the bond market as they occur.

ADJUSTABLE RATE MORTGAGE PORTFOLIO showed a total return of 8.02% for the year
ending October 31, 1995. This return continued to exhibit the ARM Portfolio's
ability to perform in all interest rate environments. Performance was further
enhanced in the past year by shifting a portion of the assets into COFI indexed
issues and slower resetting coupons, a profitable strategy especially as
interest rates declined throughout the year. Once again, continuous, active and
professional management can provide consistent performance for shareholders.

INTERMEDIATE MORTGAGE SECURITIES PORTFOLIO produced a solid double-digit
return of 10.63% for the year ending October 31, 1995. The duration of this
portfolio was extended throughout the year as interest rates continued their
trend to lower levels. Additionally, as spreads tightened on some mortgage
issues, Treasury holdings were increased to provide additional price
appreciation. This strategy is continually monitored to ensure that the
Portfolio moves between the various market sectors to enhance its performance.

U.S. GOVERNMENT MORTGAGE SECURITIES had a total return of 12.37% for the year
ending October 31, 1995, its best performance since 1991. The dramatic decline
in long-term interest rates paved the way for this performance. The Portfolio
positioned itself with lower coupons and seasoned mortgage-backed securities in
order to avoid the pitfalls of rising prepayments and capture significant price
appreciation. This active style of management has served the Portfolio well and
will continue to be fundamentally important to long-term performance.

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

1 Morningstar ratings are calculated from a fund's 3-, 5-, and 10 year
average annual returns in excess of 90-day Treasury Bill returns, including
loads, if appropriate, and a risk factor that reflects fund performance below
3-month Treasury Bill monthly returns. 22.5% of the funds in a category receive
4 stars. The number of funds within the Taxable Fixed-Income category as of
10/31/95 is 718, 422 and 137 on a 3, 5, and 10 year basis, respectively.
Morningstar ratings are subject to change every month. Past performance is no
guarantee of future results. From time to time, the Fund's adviser has waived
its management fee, which has resulted in higher returns.
<PAGE> 157

INVESTMENT COMPARISON
Comparison of change in value of
$10,000 investment for the years
ended October 31

SHORT U.S. GOVERNMENT SECURITIES PORTFOLIO

[GRAPH]

SUSGSP L-SHGOVT
<S> <C> <C>
1985 10,000 10,000
1986 11,122 11,221
1987 11,698 11,802
1988 12,592 12,703
1989 13,664 13,904
1990 14,782 15,133
1991 16,460 17,010
1992 17,895 18,394
1993 19,003 19,460
1994 19,184 19,685
1995 20,900 21,284

</TABLE>

This graph compares the performance of the Short U.S. Government Securities
Portfolio to the Lehman Short Government 1-3 Year Index, showing returns for
U.S. government and agency securities.

Short U.S. Government Securities Portfolio Average Annual Return

One Five Ten
Year Year Year
- -------------------------------------------------------
<S> <C> <C>
8.94% 7.17% 7.88%

</TABLE>

ADJUSTABLE RATE MORTGAGE (ARM) PORTFOLIO

[GRAPH]

ARM L-SHGOVT L-ARM
<S> <C> <C> <C>
1990 10,000 10,000 10,000
1991 10,090 10,189 10,090
1992 10,600 10,673 10,680
1993 11,104 11,724 11,264
1994 11,330 11,956 11,292
1995 12,239 12,927 12,444

</TABLE>

This graph compares the performance of the Adjustable Rate Mortgage (ARM)
Portfolio to the Lehman Adjustable Rate Mortgage Index, showing all agency ARM
securities, and the Lehman Short Government 1-2 Year Index.

Adjustable Rate Mortgage (ARM) Portfolio Average Annual Return

<TABLE>
<CAPTION>
One From
Year Inception*
- -------------------------------
<S> <C>
8.02% 5.03%
</TABLE>

*From September 18, 1991

Past performance is not predictive of future results. Lehman indices
represent unmanaged groups of bonds that differ from the composition of each
AMF portfolio. The Lehman indices do not include a reduction in return for
expenses.

<PAGE> 158

INVESTMENT COMPARISON
Comparison of change in value of
$10,000 investment for the years
ended October 31

<TABLE>
<CAPTION>
INTERMEDIATE MORTGAGE SECURITIES PORTFOLIO

[GRAPH]

IMSP L-MORT
<S> <C> <C>
1986 10,000 10,000
1987 9,790 10,410
1988 11,251 11,839
1989 12,445 13,165
1990 12,839 14,280
1991 14,947 16,694
1992 16,402 18,054
1993 17,768 19,479
1994 17,558 19,191
1995 19,424 21,995
</TABLE>

This graph compares the performance of the Intermediate Mortgage Securities
Portfolio to the Lehman U.S. Mortgage Index, showing all agency mortgage-backed
securities.

Intermediate Mortgage Securities Portfolio Average Annual Return

<TABLE>
<CAPTION>
One Five From
Year Year Inception*
------------------------------
<S> <C> <C>
10.63% 8.63% 7.67%
</TABLE>

*From November 7, 1986

<TABLE>
<CAPTION>
U.S. GOVERNMENT MORTGAGE SECURITIES PORTFOLIO

[GRAPH]

USGMSP L-MORT
<S> <C> <C>
1985 10,000 10,000
1986 11,524 11,705
1987 11,727 12,184
1988 13,272 13,857
1989 14,645 15,409
1990 15,762 16,712
1991 18,283 19,539
1992 19,729 21,131
1993 21,254 22,798
1994 20,868 22,461
1995 23,449 25,742
</TABLE>

This graph compares the performance of the U.S. Government Mortgage Securities
Portfolio to the Lehman U.S. Mortgage Index, showing all agency mortgage-backed
securities.

U.S. Government Mortgage Securities Portfolio Average Annual Return

Past performance is not predictive of future results. Lehman indices represent
unmanaged groups of bonds that differ from the composition of each AMF
portfolio. The Lehman indices do not include a reduction in return for
expenses.

<PAGE> 159

This page is intentionally left blank.
<PAGE> 160

- --------------------------------------------------------------------------------
ASSET MANAGEMENT FUND, INC.
MONEY MARKET PORTFOLIO
STATEMENT OF NET ASSETS
OCTOBER 31, 1995

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

<TABLE>
<CAPTION>
PERCENTAGE
OF NET PAR
ASSETS MATURITY (000) VALUE
<S> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------
AGENCY OBLIGATIONS................................... 97.6%
Federal Home Loan Mortgage Corporation
5.82% 11/01/95 $ 21,000 $ 21,000,000
------------
Student Loan Marketing Association -- weekly reset
5.60% 11/09/95 10,000 10,000,000
5.67% 04/11/96 5,000 5,000,000
------------
15,000,000
------------
TOTAL AGENCY OBLIGATIONS
(Cost $36,000,000) 36,000,000
------------
REPURCHASE AGREEMENT................................. 2.1%
Daiwa Securities America, Inc.
5.89% (Agreement dated 10/31/95, to be
repurchased at $758,124 on 11/01/95;
collateralized by $600,000 U.S. Treasury Bonds,
8.75%, due 08/15/20. The market value of the
collateral is $780,440.)
(Cost $758,000) 11/01/95 758 758,000
------------
TOTAL INVESTMENTS IN SECURITIES...................... 99.7%
(Cost $36,758,000)* $ 36,758,000
------------
OTHER ASSETS IN EXCESS OF LIABILITIES................ 0.3% 111,370
------------
Net Assets applicable to 36,869,370 Shares of Common
Stock issued and outstanding....................... 100.0% $ 36,869,370
============
Net Asset Value, offering and redemption price per
share ($36,869,370 / 36,869,370) $1.00
======

- --------------------------------------------------------------------------------------------------------
</TABLE>

*Aggregate cost for Federal income tax purposes.

See accompanying notes to financial statements.

1
<PAGE> 161

- --------------------------------------------------------------------------------
ASSET MANAGEMENT FUND, INC.
SHORT U.S. GOVERNMENT SECURITIES PORTFOLIO
STATEMENT OF NET ASSETS
OCTOBER 31, 1995

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

<TABLE>
<CAPTION>
PERCENTAGE
OF NET PAR
ASSETS MATURITY (000) VALUE
<S> <C> <C> <C> <C>
- -------------------------------------------------------------------------------------------------------
U.S. TREASURY OBLIGATIONS.......................... 95.5%
U.S. Treasury Notes
7.375% 05/15/96 $ 3,000 $ 3,028,125
6.875% 10/31/96 25,000 25,304,687
7.25% 11/30/96 30,000 30,501,563
7.25% 02/15/98 20,000 20,665,625
7.125% 09/30/99 15,000 15,696,094
7.75% 11/30/99 15,000 16,050,000
6.25% 05/31/00 8,000 8,140,000
6.125% 07/31/00 5,000 5,063,281
6.125% 09/30/00 35,000 35,448,438
-------------
TOTAL U.S. TREASURY OBLIGATIONS
(Cost $156,485,362) 159,897,813
-------------
REPURCHASE AGREEMENT............................... 3.6%
Daiwa Securities America, Inc.
5.89% (Agreement dated 10/31/95, to be
repurchased at $5,952,974 on 11/01/95;
collateralized by $6,165,000 U.S. Treasury
Bonds, 6.25%, due 08/15/23. The market value
of the collateral is $6,100,251.)
(Cost $5,952,000) 11/01/95 5,952 5,952,000
-------------
TOTAL INVESTMENTS IN SECURITIES.................... 99.1%
(Cost $162,437,362)* $ 165,849,813
-------------
OTHER ASSETS IN EXCESS OF LIABILITIES.............. 0.9% 1,493,243
-------------
Net Assets applicable to 15,666,139 Shares of
Common Stock issued and outstanding.............. 100.0% $ 167,343,056
=============
Net Asset Value, offering and redemption price per
share ($167,343,056 / 15,666,139) $10.68
=======

- -------------------------------------------------------------------------------------------------------
</TABLE>

* Aggregate cost for Federal income tax purposes is $162,426,946. The aggregate
gross unrealized appreciation (depreciation) for all securities is as follows:
excess of value over tax cost $3,426,030; excess of tax cost over value
($3,163).

See accompanying notes to financial statements.

2
<PAGE> 162

- --------------------------------------------------------------------------------
ASSET MANAGEMENT FUND, INC.
ADJUSTABLE RATE MORTGAGE (ARM) PORTFOLIO
STATEMENT OF NET ASSETS
OCTOBER 31, 1995

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

<TABLE>
<CAPTION>
PERCENTAGE
OF NET PAR
ASSETS MATURITY (000) VALUE
<S> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------
ADJUSTABLE RATE MORTGAGE-
RELATED SECURITIES*.............................. 75.0%
Treasury Based ARMS................................ 25.3%
Federal Home Loan Mortgage Corporation
7.58% 05/01/23 $18,290 $ 18,650,034
Federal National Mortgage Association
8.07% 12/01/21 9,631 10,004,614
Government National Mortgage Association
5.50% 10/20/25 34,300 34,010,594
Citicorp 1992-18 CL A-1
7.75% 10/25/22 38,640 39,279,620
Fund America 1993A CL A-1
7.64% 06/25/23 23,062 23,415,010
Housing Securities, Inc. 1992 SL-1 CL A-1
8.55% 05/25/16 26,463 27,256,612
Resolution Trust Corp. Series 1993-3 CL A-7
7.99% 11/25/22 14,181 14,398,458
Resolution Trust Corp. Series 1992-1 CL A-1
7.66% 05/25/28 17,286 17,491,583
Resolution Trust Corp. Series 1995-2 CL A-3
7.1171% 05/25/29 32,356 32,618,954
Ryland Mortgage Securities Corp. 1991-10 CL A-2
7.68% 06/25/21 8,331 8,357,072
------------
(Cost $224,667,377) 225,482,551
------------
11th District Federal Home Loan Bank Cost of Funds
(COFI) Based ARMS................................ 12.4 %
Federal Home Loan Mortgage Corporation
6.60% 03/01/25 24,562 24,929,945
6.39% 06/01/30 36,238 36,113,247
Federal National Mortgage Association
5.694% 08/25/04 19,695 18,919,509
6.179% 06/25/07 11,514 11,356,001
6.43% 11/01/27 12,033 12,085,247
Residential Funding Mortgage Securities 93-S42
6.19% 10/25/08 7,703 7,378,436
------------
(Cost $108,631,759) 110,782,385
------------
- ------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to financial statements.

3
<PAGE> 163

- --------------------------------------------------------------------------------
ASSET MANAGEMENT FUND, INC.
ADJUSTABLE RATE MORTGAGE (ARM) PORTFOLIO (CONTINUED)
STATEMENT OF NET ASSETS
OCTOBER 31, 1995

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

<TABLE>
<CAPTION>
PERCENTAGE
OF NET PAR
ASSETS MATURITY (000) VALUE
<S> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------
Six Month Certificates of Deposit Based ARMS....... 10.9%
Federal National Mortgage Association
7.50% 01/01/22 $14,450 $ 14,585,735
7.23% 10/01/22 15,108 15,206,618
7.55% 12/01/22 20,715 20,864,152
7.70% 02/01/23 10,664 10,840,118
Salomon Brothers 1992-4
7.80% 09/25/22 13,262 13,465,274
Sears Mortgage 1992-16
7.75% 10/25/22 21,737 21,981,737
------------
(Cost $96,884,204) 96,943,634
------------
London Interbank Offering Rate (LIBOR)
Based ARMS....................................... 26.4%
Federal Home Loan Mortgage Corporation
6.488% 06/15/07 15,826 15,875,900
8.14% 12/01/22 14,089 14,449,786
7.57% 09/01/24 17,483 17,936,309
Capstead 1992-14
7.50% 10/25/22 43,991 44,417,196
Donaldson, Lufkin, Jenrette Acc. Corp. 1992-6
7.85% 07/25/22 62,520 63,106,135
Donaldson, Lufkin, Jenrette Acc. Corp. 1992-9
7.15% 10/25/22 31,920 32,168,997
Ryland Mortgage Securities Corp. 1991-16 CL A-1
7.10% 09/25/21 11,607 11,614,511
Ryland Mortgage Securities Corp. 1991-15 CL A-1
7.20% 09/25/22 12,251 12,259,119
Saxon Mortgage 1993-1 CL A-1
8.60% 02/25/23 23,195 23,520,894
------------
(Cost $235,125,770) 235,348,847
------------
TOTAL ADJUSTABLE RATE
MORTGAGE-RELATED SECURITIES
(Cost $665,309,110) 668,557,417
------------
- ------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to financial statements.

4
<PAGE> 164

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

<TABLE>
<CAPTION>
PERCENTAGE
OF NET PAR
ASSETS MATURITY (000) VALUE
<S> <C> <C> <C> <C>
- -------------------------------------------------------------------------------------------------------
FIXED RATE MORTGAGE-RELATED SECURITIES............. 10.1%
Federal Home Loan Mortgage Corporation
8.00% 06/01/14 $ 10,504 $ 10,805,992
10.50% 12/01/20 5,997 6,509,919
Federal Home Loan Mortgage Corporation Gold
6.00% 09/01/02 19,580 19,329,203
6.50% 06/01/10 19,335 19,196,153
7.50% 06/01/10 18,888 19,266,214
Residential Funding Mortgage Securities 94-S9
6.50% 03/25/24 15,032 14,985,331
-------------
TOTAL FIXED RATE MORTGAGE-
RELATED SECURITIES
(Cost $89,256,170) 90,092,812
-------------
U.S. TREASURY OBLIGATIONS.......................... 10.4%
U.S. Treasury Notes
6.875% 10/31/96 61,000 61,743,438
7.375% 11/15/97 10,000 10,326,563
6.125% 05/15/98 11,000 11,116,875
5.875% 08/15/98 10,000 10,048,437
-------------
TOTAL U.S. TREASURY OBLIGATIONS
(Cost $91,869,941) 93,235,313
-------------
REPURCHASE AGREEMENT............................... 4.2%
Daiwa Securities America, Inc.
5.89% (Agreement dated 10/31/95, to be
repurchased at $37,274,097 on 11/01/95;
collateralized by $32,915,000 U.S. Treasury
Bonds, 7.50%, due 11/15/16. The market value
of the collateral is $38,138,915.)
(Cost $37,268,000) 11/01/95 37,268 37,268,000
-------------
- -------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to financial statements.

5
<PAGE> 165

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

<TABLE>
<CAPTION>
PERCENTAGE
OF NET
ASSETS VALUE
<S> <C> <C>
- ------------------------------------------------------------------------------------------------------
TOTAL INVESTMENTS IN SECURITIES.......................................... 99.7%
(Cost $883,703,221)** $ 889,153,542
-------------
OTHER ASSETS IN EXCESS OF LIABILITIES.................................... 0.3% 2,384,655
-------------
Net Assets applicable to 89,713,434 Shares of Common Stock issued and
outstanding............................................................ 100.0% $ 891,538,197
=============
Net Asset Value, offering and redemption price per share
($891,538,197 / 89,713,434) $9.94
======

- ------------------------------------------------------------------------------------------------------
</TABLE>

* The interest rates shown are the rates at October 31, 1995.

** Aggregate cost for Federal income tax purposes is $883,487,354. The aggregate
gross unrealized appreciation (depreciation) for all securities is as
follows: excess of value over tax cost $6,295,712; excess of tax cost over
value ($629,524).

See accompanying notes to financial statements.

6
<PAGE> 166

- --------------------------------------------------------------------------------
ASSET MANAGEMENT FUND, INC.
INTERMEDIATE MORTGAGE SECURITIES PORTFOLIO
STATEMENT OF NET ASSETS
OCTOBER 31, 1995

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

<TABLE>
<CAPTION>
PERCENTAGE
OF NET PAR
ASSETS MATURITY (000) VALUE
<S> <C> <C> <C> <C>
- -------------------------------------------------------------------------------------------------------
FIXED RATE MORTGAGE-RELATED SECURITIES............. 69.0%
Collateralized Mortgage Obligations................ 22.6%
Federal Home Loan Mortgage Corporation
5.50% 12/15/13 $ 20,000 $ 19,768,750
5.50% 04/15/20 12,869 12,518,708
Merrill Lynch Trust 43 B
9.00% 03/27/07 1,532 1,540,378
Pru-Home 1994-14 CL A-2
6.40% 04/25/09 8,514 8,490,119
-------------
(Cost $42,183,434) 42,317,955
-------------
Pass Throughs...................................... 46.4%
Federal Home Loan Mortgage Corporation Gold...... 31.3%
6.50%, due 01/01/98 to 08/01/10 28,429 28,394,477
7.50%, due 01/01/07 to 01/01/10 29,652 30,244,940
-------------
58,639,417
-------------
Federal National Mortgage Association............ 15.1%
6.50% 03/01/01 10,026 10,038,055
6.50% 01/01/02 6,226 6,234,246
6.50% 05/01/08 11,939 11,841,656
-------------
28,113,957
-------------
(Cost $84,135,581) 86,753,374
-------------
TOTAL FIXED RATE MORTGAGE-RELATED SECURITIES
(Cost $126,319,015) 129,071,329
-------------
U.S. TREASURY OBLIGATIONS.......................... 27.1%
U.S. Treasury Notes
7.375% 11/15/97 15,000 15,489,844
6.875% 03/31/00 10,000 10,412,500
6.50% 08/15/05 24,000 24,855,000
-------------
TOTAL U.S. TREASURY OBLIGATIONS 50,757,344
(Cost $49,927,732) -------------
- -------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to financial statements.

7
<PAGE> 167

- --------------------------------------------------------------------------------
ASSET MANAGEMENT FUND, INC.
INTERMEDIATE MORTGAGE SECURITIES PORTFOLIO (CONTINUED)
STATEMENT OF NET ASSETS
OCTOBER 31, 1995

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

<TABLE>
<CAPTION>
PERCENTAGE
OF NET PAR
ASSETS MATURITY (000) VALUE
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
REPURCHASE AGREEMENT............................... 3.6%
Daiwa Securities America, Inc.
5.89% (Agreement dated 10/31/95, to be
repurchased at $6,710,098 on 11/01/95;
collateralized by $5,925,000 U.S. Treasury
Bonds, 7.50%, due 11/15/16. The market value
of the collateral is $6,865,352.)
(Cost $6,709,000) 11/01/95 $ 6,709 $ 6,709,000
-------------
TOTAL INVESTMENTS IN SECURITIES.................... 99.7%
(Cost $182,955,747)* $ 186,537,673
-------------
OTHER ASSETS IN EXCESS OF LIABILITIES.............. 0.3% 549,606
-------------
Net Assets applicable to 19,324,048 Shares of
Common Stock issued and outstanding.............. 100.0% $ 187,087,279
=============
Net Asset Value, offering and redemption
price per share ($187,087,279 / 19,324,048) $9.68
======

- ------------------------------------------------------------------------------------------------------------------
</TABLE>
* Aggregate cost for Federal income tax purposes. The aggregate gross unrealized
appreciation (depreciation) is as follows: excess of value over tax cost
$3,850,139; excess of tax cost over value ($268,213).

See accompanying notes to financial statements.

8
<PAGE> 168

- --------------------------------------------------------------------------------
ASSET MANAGEMENT FUND, INC.
U.S. GOVERNMENT MORTGAGE SECURITIES PORTFOLIO
STATEMENT OF NET ASSETS
OCTOBER 31, 1995

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

<TABLE>
<CAPTION>
PERCENTAGE
OF NET PAR
ASSETS MATURITY (000) VALUE
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
FIXED RATE MORTGAGE-RELATED SECURITIES.............. 79.4%
Government National Mortgage Association
Obligations
10.50%, due 02/15/18 to 11/15/18 $ 1,127 $ 1,245,239
10.00%, due 03/15/19 1,550 1,692,038
9.00%, due 11/15/04 to 10/15/21 7,447 7,824,140
8.50%, due 06/15/24 4,949 5,152,067
7.50%, due 02/15/24 16,016 16,236,596
7.00%, due 08/15/23 to 09/15/24 17,370 17,261,035
------------
(Cost $46,867,805) 49,411,115
------------
U.S. TREASURY OBLIGATION............................ 8.6%
U.S. Treasury Note
6.875%
(Cost $5,358,491) 08/15/25 5,000 5,365,625
------------
AGENCY OBLIGATION................................... 9.6%
Federal Home Loan Mortgage Corporation
5.82%
(Cost $6,000,000) 11/01/95 6,000 6,000,000
------------
REPURCHASE AGREEMENT................................ 2.4%
Daiwa Securities America, Inc.
5.89% (Agreement dated 10/31/95, to be
repurchased at $1,481,242 on 11/01/95;
collateralized by $1,150,000 U.S. Treasury
Bonds, 8.75%, due 05/15/20. The market value of
the collateral is $1,521,000.)
(Cost $1,481,000) 11/01/95 1,481 1,481,000
------------
TOTAL INVESTMENTS IN SECURITIES..................... 100.0%
(Cost $59,707,296)* $ 62,257,740
------------
OTHER ASSETS IN EXCESS OF LIABILITIES............... 758
------------
Net Assets applicable to 5,828,832 Shares of Common
Stock issued and outstanding...................... 100.0% $ 62,258,498
============
Net Asset Value, offering and redemption price per
share ($62,258,498 / 5,828,832) $10.68
=======

- -------------------------------------------------------------------------------------------------------
</TABLE>

* Aggregate cost for Federal income tax purposes is $59,699,193. The aggregate
gross unrealized appreciation (depreciation) for all securities is as follows:
excess of value over tax cost $2,560,657; excess of tax cost over value
($2,110).

See accompanying notes to financial statements.

9
<PAGE> 169

- --------------------------------------------------------------------------------
ASSET MANAGEMENT FUND, INC.
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED OCTOBER 31, 1995

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
U.S.
SHORT U.S. ADJUSTABLE INTERMEDIATE GOVERNMENT
MONEY GOVERNMENT RATE MORTGAGE MORTGAGE MORTGAGE
MARKET SECURITIES (ARM) SECURITIES SECURITIES
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
INVESTMENT INCOME:
Interest income.............. $2,346,917 $11,310,902 $57,200,909 $ 13,336,288 $4,800,817
---------- ----------- ----------- ------------ ----------
Operating expenses:
Investment advisory fee.... 62,352 409,187 3,902,873 673,111 151,437
Distribution fee........... 62,352 245,512 2,168,263 288,476 90,862
Administration fee......... 12,578 49,639 262,936 58,231 18,556
Custodian fee.............. 10,497 38,057 185,045 42,447 32,333
Directors' fees............ 3,430 13,024 70,948 15,801 4,687
Transfer agent fee......... 5,688 12,162 35,717 5,443 3,528
Legal...................... 2,573 10,002 48,482 12,593 3,677
Audit...................... 3,272 12,434 62,490 15,547 4,488
Other...................... 501 19,220 18,333 10,480 13,391
---------- ----------- ------------ ------------ ----------
163,243 809,237 6,755,087 1,122,129 322,959
Fee waivers................ (62,352) -0- (2,601,916) (384,634) -0-
---------- ----------- ------------ ------------ ----------
Total operating
expenses.............. 100,891 809,237 4,153,171 737,495 322,959
---------- ----------- ------------ ------------ ----------
Net investment income... 2,246,026 10,501,665 53,047,738 12,598,793 4,477,858
---------- ----------- ------------ ------------ ----------
REALIZED AND UNREALIZED GAINS
(LOSSES) FROM INVESTMENT
ACTIVITIES:
Net realized loss............ -0- (476,714) (5,071,663) (1,844,362) (692,798)
Net change in unrealized
appreciation/depreciation
of investments............. -0- 3,838,561 17,505,230 8,398,746 3,311,968
---------- ----------- ------------ ------------ ----------
Net gain on
investments........... -0- 3,361,847 12,433,567 6,554,384 2,619,170
---------- ----------- ------------ ------------ ----------
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS....... $2,246,026 $13,863,512 $65,481,305 $ 19,153,177 $7,097,028
========== =========== ============ ============ ==========
- --------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to financial statements.

10
<PAGE> 170

- --------------------------------------------------------------------------------
ASSET MANAGEMENT FUND, INC.
STATEMENT OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED OCTOBER 31, 1995 AND 1994

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------

MONEY MARKET SHORT U.S. GOVERNMENT
PORTFOLIO SECURITIES PORTFOLIO
-------------------------------------------------------------
1995 1994 1995 1994
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Increase (decrease) in net assets:
Operations:
Net investment income............ $ 2,246,026 $ 2,002,573 $ 10,501,665 $ 10,743,734
Net gain (loss) on investments... -0- (2,394) 3,361,847 (9,008,217)
------------- ------------- ------------ -------------
Net increase (decrease) in
net assets resulting from
operations.................. 2,246,026 2,000,179 13,863,512 1,735,517
------------- ------------- ------------ -------------
Dividends paid to stockholders:
From net investment income....... (2,243,632) (2,002,573) (10,501,665) (10,743,734)
From net realized capital
gains.......................... -0- -0- -0- -0-
------------- ------------- ------------ -------------
Total dividends paid to
stockholders................ (2,243,632) (2,002,573) (10,501,665) (10,743,734)
------------- ------------- ------------ -------------
Capital share transactions:
Proceeds from sale of shares..... 389,839,779 785,801,344 31,763,091 64,361,378
Shares issued to stockholders in
reinvestment of dividends...... 1,752,434 1,826,082 5,466,387 6,420,208
Cost of shares repurchased....... (437,694,716) (812,579,510) (52,987,943) (117,739,139)
------------- ------------- ------------ -------------
Increase (decrease) from
capital share
transactions................ (46,102,503) (24,952,084) (15,758,465) (46,957,553)
------------- ------------- ------------ -------------
Total increase (decrease) in
net assets.................. (46,100,109) (24,954,478) (12,396,618) (55,965,770)
Net Assets:
Beginning of year................... 82,969,479 107,923,957 179,739,674 235,705,444
------------- ------------- ------------ -------------
End of year......................... $ 36,869,370 $ 82,969,479 $167,343,056 $ 179,739,674
============== ============== ============= ==============
- -----------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to financial statements.

11
<PAGE> 171

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

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
ADJUSTABLE RATE INTERMEDIATE U.S. GOVERNMENT
MORTGAGE (ARM) PORTFOLIO MORTGAGE SECURITIES MORTGAGE SECURITIES
PORTFOLIO PORTFOLIO
- ---------------------------------------------------------------------------------------------------------
1995 1994 1995 1994 1995 1994
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>

$ 53,047,738 $ 59,878,208 $ 12,598,793 $ 12,759,392 $ 4,477,858 $ 5,020,990
12,433,567 (33,645,502) 6,554,384 (15,729,199) 2,619,170 (6,523,547)
-------------- -------------- ------------ ------------ ----------- ------------

65,481,305 26,232,706 19,153,177 (2,969,807) 7,097,028 (1,502,557)
-------------- -------------- ------------ ------------ ----------- ------------

(53,047,738) (59,878,208) (12,598,793) (12,759,392) (4,477,858) (5,020,990)

-0- -0- -0- -0- -0- (954,935)
-------------- -------------- ------------ ------------ ----------- ------------

(53,047,738) (59,878,208) (12,598,793) (12,759,392) (4,477,858) (5,975,925)
-------------- -------------- ------------ ------------ ----------- ------------

314,389,247 747,247,838 2,232,516 48,573,510 2,562,981 11,233,888

26,963,939 35,979,127 7,468,823 7,390,876 1,875,444 2,557,748
(508,162,846) (1,275,978,551) (42,595,593) (44,839,567) (5,411,804) (38,694,066)
-------------- -------------- ------------ ------------ ----------- ------------

(166,809,660) (492,751,586) (32,894,254) 11,124,819 (973,379) (24,902,430)
-------------- -------------- ------------ ------------ ----------- ------------

(154,376,093) (526,397,088) (26,339,870) (4,604,380) 1,645,791 (32,380,912)

1,045,914,290 1,572,311,378 213,427,149 218,031,529 60,612,707 92,993,619
-------------- -------------- ------------ ------------ ----------- ------------
$ 891,538,197 $ 1,045,914,290 $187,087,279 $213,427,149 $62,258,498 $ 60,612,707
============== ============== ============ ============ =========== ============
- ---------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to financial statements.

12
<PAGE> 172

- --------------------------------------------------------------------------------
ASSET MANAGEMENT FUND, INC.
MONEY MARKET PORTFOLIO
FINANCIAL HIGHLIGHTS
(FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR)

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

<TABLE>
<CAPTION>
YEAR ENDED OCTOBER 31,
--------------------------------------------------------------
1995 1994 1993 1992 1991
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of year... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
------- ------- -------- -------- --------
Income from investment operations:
- -------------------------------------
Net investment income.............. .0547 .0346 .0277 .0358 .0595
Net realized and unrealized gain
(loss) on investments............. -0- -0- -0- -0- -0-
------- ------- -------- -------- --------
Total from investment
operations................. .0547 .0346 .0277 .0358 .0595
------- ------- -------- -------- --------
Less distributions:
- --------------------
Dividends paid to stockholders:
From net investment income........ (.0547) (.0346) (.0277) (.0358) (.0595)
From net realized gains........... -0- -0- -0- -0- -0-
------- ------- -------- -------- --------
Total distributions to
stockholders............... (.0547) (.0346) (.0277) (.0358) (.0595)
------- ------- -------- -------- --------
Net asset value, end of year......... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
======= ======= ======== ======== ========
Total return......................... 5.60% 3.51% 2.80% 3.64% 6.11%
Ratios/Supplemental data:
- ------------------------------
Net assets, end of year (in
000's)............................ $36,869 $82,969 $107,924 $110,090 $131,291
Ratio of expenses to average net
assets............................ 0.24%(1) 0.40%(1) 0.40% 0.41% 0.45%
Ratio of net investment income to
average net assets................ 5.40% 3.34% 2.77% 3.54% 5.83%

- ----------------------------------------------------------------------------------------------------
</TABLE>
(1) Without fee waivers for the Money Market Portfolio for the years ended
October 31, 1995 and 1994, the ratios of expenses to average net assets
would have been .39% and .42%, respectively.

See accompanying notes to financial statements.

13
<PAGE> 173

- --------------------------------------------------------------------------------
ASSET MANAGEMENT FUND, INC.
SHORT U.S. GOVERNMENT SECURITIES PORTFOLIO
FINANCIAL HIGHLIGHTS
(FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR)

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

<TABLE>
<CAPTION>
YEAR ENDED OCTOBER 31,
----------------------------------------------------
1995 1994 1993 1992 1991
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of year............ $ 10.45 $ 10.89 $ 10.85 $ 10.71 $ 10.39
-------- -------- -------- -------- --------
Income from investment operations:
- ------------------------------------------
Net investment income....................... .6746 .5396 .6155 .7652 .8308
Net realized and unrealized gain (loss) on
investments................................ .2300 (.4400) .0400 .1400 .3200
-------- -------- -------- -------- --------
Total from investment operations....... .9046 .0996 .6555 .9052 1.1508
-------- -------- -------- -------- --------
Less distributions:
- --------------------
Dividends paid to stockholders:
From net investment income............... (.6746) (.5396) (.6155) (.7652) (.8308)
From net realized gains.................. -0- -0- -0- -0- -0-
-------- -------- -------- -------- --------
Total distributions to stockholders.... (.6746) (.5396) (.6155) (.7652) (.8308)
-------- -------- -------- -------- --------
Net asset value, end of year.................. $ 10.68 $ 10.45 $ 10.89 $ 10.85 $ 10.71
======== ======== ======== ======== ========
Total return.................................. 8.94% 0.95% 6.19% 8.72% 11.35%
Ratios/Supplemental data:
- ------------------------------
Net assets, end of year (in 000's).......... $167,343 $179,740 $235,705 $213,995 $309,791
Ratio of expenses to average net assets..... 0.49% 0.47% 0.48% 0.50% 0.51%
Ratio of net investment income to average
net assets................................. 6.42% 5.04% 5.65% 7.15% 7.92%
Portfolio turnover rate..................... 112% 195% 110% 43% 18%

- ----------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to financial statements.

14
<PAGE> 174

- --------------------------------------------------------------------------------
ASSET MANAGEMENT FUND, INC.
ADJUSTABLE RATE MORTGAGE (ARM) PORTFOLIO
FINANCIAL HIGHLIGHTS
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

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

<TABLE>
<CAPTION>
YEAR ENDED OCTOBER 31,
----------------------------------------------------------
1995 1994 1993 1992 1991*
<S> <C> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------
Net asset value, beginning of period.... $ 9.78 $ 10.02 $ 9.98 $ 10.01 $ 10.00
-------- ---------- ---------- ---------- --------
Income from investment operations:
- ----------------------------------
Net investment income................. .6035 .4396 .4267 .5235 .0783
Net realized and unrealized gain
(loss) on investments................ .1600 (.2400) .0386 (.0295) .0118
-------- ---------- ---------- ---------- --------
Total from investment operations... .7635 .1996 .4653 .4940 .0901
-------- ---------- ---------- ---------- --------
Less distributions:
- -------------------
Dividends paid to stockholders:
From net investment income........... (.6035) (.4396) (.4253) (.5240) (.0801)
From net realized gains.............. -0- -0- -0- -0- -0-
-------- ---------- ---------- ---------- --------
Total distributions to
stockholders..................... (.6035) (.4396) (.4253) (.5240) (.0801)
-------- ---------- ---------- ---------- --------
Net asset value, end of period.......... $ 9.94 $ 9.78 $ 10.02 $ 9.98 $ 10.01
======== ========== ========== ========== ========
Total return............................ 8.02% 2.04% 4.76% 5.05% 7.73%(2)
Ratios/Supplemental data:
- -------------------------
Net assets, end of period (in
000's)............................... $891,538 $1,045,914 $1,572,311 $1,189,309 $220,858
Ratio of expenses to average net
assets............................... 0.48%(1) 0.47%(1) 0.46%(1) 0.44%(1) 0.20%(1)(2)
Ratio of net investment income to
average net assets................... 6.12% 4.40% 4.34% 5.14% 6.47%(2)
Portfolio turnover rate............... 68% 65% 30% 43% 0%

- ---------------------------------------------------------------------------------------------------
</TABLE>
* Reflects operations for the period from September 18, 1991 (commencement of
operations) through October 31, 1991.

(1) Without fee waivers for the Adjustable Rate Mortgage (ARM) Portfolio for the
years ended October 31, 1995, 1994, 1993, and 1992 and the period ended
October 31, 1991, the ratios of expenses to average net assets would have
been .78%, .76%, .76%, .80%, and .79% (annualized), respectively.

(2) Annualized.

See accompanying notes to financial statements.

15
<PAGE> 175

- --------------------------------------------------------------------------------
ASSET MANAGEMENT FUND, INC.
INTERMEDIATE MORTGAGE SECURITIES PORTFOLIO
FINANCIAL HIGHLIGHTS
(FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR)

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

<TABLE>
<CAPTION>
YEAR ENDED OCTOBER 31,
--------------------------------------------------------
1995 1994 1993 1992 1991
<S> <C> <C> <C> <C> <C>
- -------------------------------------------------------------------------------------------------------
Net asset value, beginning of year.......... $ 9.34 $ 10.00 $ 9.80 $ 9.61 $ 9.00
-------- -------- -------- -------- --------
Income from investment operations:
- ----------------------------------
Net investment income..................... .6211 .5407 .5982 .7161 .8071
Net realized and unrealized gain
(loss) on investments.................... .3400 (.6600) .1987 .1909 .6100
-------- -------- -------- -------- --------
Total from investment operations....... .9611 (.1193) .7969 .9070 1.4171
-------- -------- -------- -------- --------
Less distributions:
- -------------------
Dividends paid to stockholders:
From net investment income............... (.6211) (.5407) (.5969) (.7170) (.8071)
From net realized gains.................. -0- -0- -0- -0- -0-
-------- -------- -------- -------- --------
Total distributions to stockholders.... (.6211) (.5407) (.5969) (.7170) (.8071)
-------- -------- -------- -------- --------
Net asset value, end of year................ $ 9.68 $ 9.34 $ 10.00 $ 9.80 $ 9.61
======== ======== ======== ======== ========
Total return................................ 10.63% (1.18%) 8.33% 9.74% 16.41%
Ratios/Supplemental data:
- -------------------------
Net assets, end of year (in 000's)........ $187,087 $213,427 $218,032 $116,458 $ 59,298
Ratio of expenses to average net assets... 0.38%(1) 0.39%(1) 0.37%(1) 0.43%(1) 0.63%
Ratio of net investment income to average
net assets............................... 6.55% 5.61% 5.94% 7.14% 8.71%
Portfolio turnover rate................... 133% 358% 106% 226% 39%

- -------------------------------------------------------------------------------------------------------
</TABLE>
(1) Without fee waivers for the Intermediate Mortgage Securities Portfolio for
the years ended October 31, 1995, 1994, 1993, and 1992, the ratios of
expenses to average net assets would have been .58%, .59%, .57%, and .61%,
respectively.

See accompanying notes to financial statements.

16
<PAGE> 176

- --------------------------------------------------------------------------------
ASSET MANAGEMENT FUND, INC.
U.S. GOVERNMENT MORTGAGE SECURITIES PORTFOLIO
FINANCIAL HIGHLIGHTS
(FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR)

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

<TABLE>
<CAPTION>
YEAR ENDED OCTOBER 31,
-----------------------------------------------
1995 1994 1993 1992 1991
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of year................. $ 10.23 $ 11.28 $ 11.26 $ 11.29 $ 10.61
------- ------- ------- ------- -------
Income from investment operations:
- ----------------------------------
Net investment income............................ .7703 .7296 .8306 .8924 .9504
Net realized and unrealized gain (loss) on
investments..................................... .4500 (.9300) .0195 (.0297) .6800
------- ------- ------- ------- -------
Total from investment operations.............. 1.2203 (.2004) .8501 .8627 1.6304
------- ------- ------- ------- -------
Less distributions:
- -------------------
Dividends paid to stockholders:
From net investment income...................... (.7703) (.7296) (.8301) (.8927) (.9504)
From net realized gains......................... -0- (.1200) -0- -0- -0-
------- ------- ------- ------- -------
Total distributions to stockholders........... (.7703) (.8496) (.8301) (.8927) (.9504)
------- ------- ------- ------- -------
Net asset value, end of year....................... $ 10.68 $ 10.23 $ 11.28 $ 11.26 $ 11.29
======= ======= ======= ======= =======
Total return....................................... 12.37% (1.82%) 7.76% 7.91% 16.00%
Ratios/Supplemental data:
- -------------------------
Net assets, end of year (in 000's)............... $62,258 $60,613 $92,994 $72,505 $82,849
Ratio of expenses to average net assets.......... 0.53% 0.51% 0.51% 0.53% 0.54%
Ratio of net investment income to average net
assets.......................................... 7.39% 6.81% 7.32% 7.91% 8.75%
Portfolio turnover rate.......................... 177% 376% 187% 64% 43%

- ----------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to financial statements.

17
<PAGE> 177

- --------------------------------------------------------------------------------
ASSET MANAGEMENT FUND, INC.
NOTES TO FINANCIAL STATEMENTS

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

Asset Management Fund, Inc. (the "Fund") consists of five separate portfolios,
the Money Market Portfolio, the Short U.S. Government Securities Portfolio, the
Adjustable Rate Mortgage (ARM) Portfolio, the Intermediate Mortgage Securities
Portfolio and the U.S. Government Mortgage Securities Portfolio.

A. The Fund is registered under the Investment Company Act of 1940, as amended,
as a diversified, open-end management company. Significant accounting policies
are as follows:

SECURITY VALUATION

Money Market Portfolio:

Portfolio securities are valued under the amortized cost method, which
approximates current market value. Under this method, securities are valued at
cost when purchased and thereafter a constant proportionate amortization of any
discount or premium is recorded until maturity of the security. The Fund seeks
to maintain net asset value per share at $1.00.

Short U.S. Government Securities Portfolio, Adjustable Rate Mortgage (ARM)
Portfolio, Intermediate Mortgage Securities Portfolio, and U.S. Government
Mortgage Securities Portfolio:

Portfolio securities are valued at the mean between the most recent bid and
asked prices, which may be furnished by a pricing service or at prices provided
directly by market makers. Portfolio securities for which market quotations are
not readily available are valued at fair value using methods determined in good
faith by the Board of Directors and may include matrix pricing methods.
Short-term instruments maturing within 60 days of the valuation date are valued
based upon their amortized cost.

REPURCHASE AGREEMENTS

Eligible portfolio investments may be purchased from financial institutions,
such as banks and non-bank dealers, subject to the seller's agreement to
repurchase them at an agreed upon date and price. The seller will be required on
a daily basis to maintain the value of the securities subject to the agreements
at not less than the repurchase price. Repurchase agreements are conditioned
upon the collateral being deposited under the Federal Reserve book-entry system
or with the Fund's custodian.

DIVIDENDS TO SHAREHOLDERS

Dividends are declared daily and paid monthly. Dividends payable are recorded
on the dividend record date.

FEDERAL TAXES

No provision is made for Federal taxes as it is each Portfolio's intention to
continue to qualify as a regulated investment company and to make the requisite
distributions to the stockholders, which will be sufficient to relieve it from
all or substantially all Federal income and excise taxes.

OTHER

Investment transactions are accounted for on the trade date and the cost of
investments sold is determined by use of the specific identification method for
both financial reporting and income tax purposes.

B. Shay Assets Management Co. (Adviser), which is equally owned by two general
partners, Shay Assets Management, Inc. and ACB Assets Management, Inc. (formerly
SCBA Assets Management, Inc.), serves as the Fund's investment adviser. Shay
Assets Management, Inc. is controlled by Rodger D. Shay, the President of the
Fund. The other half interest in the Adviser is held by ACB Assets Management,
Inc., an indirect wholly-owned subsidiary of America's Community Bankers (ACB)
(formerly Savings & Community Bankers of America).

As compensation for the Advisor's services, the Fund pays an investment
advisory fee monthly

18
<PAGE> 178

- --------------------------------------------------------------------------------
ASSET MANAGEMENT FUND, INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

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

based upon an annual percentage of the average daily net assets of each
Portfolio as follows:

The fee rate for the Money Market Portfolio is .15% of the first $500 million,
.125% of the next $500 million, and .10% of such net assets in excess of $1
billion. The Adviser voluntarily waived 100% of its fee for the year ended
October 31, 1995. The waiver amounted to $62,352.

The fee rate for each of the Short U.S. Government Securities Portfolio and
the U.S. Government Mortgage Securities Portfolio, computed separately, is .25%
of the first $500 million, .175% of the next $500 million, .125% of the next
$500 million, and .10% of such net assets in excess of $1.5 billion.

The fee rate for the Adjustable Rate Mortgage (ARM) Portfolio is .45% of the
first $3 billion, .35% of the next $2 billion, and .25% in excess of $5 billion.
The Adviser voluntarily waived approximately 44% of its fee for the year ended
October 31, 1995. The waiver amounted to $1,734,611.

The fee rate for the Intermediate Mortgage Securities Portfolio is .35% of the
first $500 million, .275% of the next $500 million, .20% of the next $500
million, and .10% of such net assets in excess of $1.5 billion. The Adviser
voluntarily waived approximately 57% of its fee for the year ended October 31,
1995. The waiver amounted to $384,634.

The Adviser has agreed to reduce or waive (but not below zero) its advisory
fees charged to each Portfolio, except the Adjustable Rate Mortgage (ARM)
Portfolio, to the extent that the daily ratio of operating expenses to average
daily net assets of each Portfolio exceeds .75%.

Shay Financial Services Co. (Sponsor), which is equally owned by two general
partners, Shay Financial Services, Inc. and ACB Securities, Inc. (formerly SCBA
Securities, Inc.), serves as the Fund's sponsor. Shay Financial Services, Inc.
is controlled by Rodger D. Shay, the President of the Fund. The other half
interest in the Sponsor is held by ACB Securities, Inc., an indirect
wholly-owned subsidiary of ACB.

As compensation for the Sponsor's distribution services, the Fund pays the
Sponsor a distribution fee monthly based upon an annual percentage of the
average daily net assets of each portfolio as follows:

The fee rate for each of the Money Market Portfolio and Short U.S. Government
Securities Portfolio is based upon an annual percentage of the combined average
daily net assets of both portfolios and is as follows: .15% of the first $500
million, .125% of the next $500 million, .10% of the next $1 billion and .075%
of such combined net assets in excess of $2 billion.

The fee rate for the Adjustable Rate Mortgage (ARM) Portfolio is .25% of
average daily net assets. The Sponsor voluntarily waived approximately 40% of
its fee for the year ended October 31, 1995. The waiver amounted to $867,305.

The fee rate for each of the Intermediate Mortgage Securities Portfolio and
the U.S. Government Mortgage Securities Portfolio, computed separately, is as
follows: .15% of the first $500 million, .125% of the next $500 million, .10% of
the next $500 million and .075% of such net assets in excess of $1.5 billion.

19
<PAGE> 179

- --------------------------------------------------------------------------------
ASSET MANAGEMENT FUND, INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

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

C. The Fund is authorized to issue 6 billion shares of common stock, par value
$.001 per share, of which 4 billion shares are of the Money Market Portfolio and
500 million shares are of each of the other four Portfolios.

Transactions in shares of the Fund for the years ended October 31, 1995 and 1994
were as follows:

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
MONEY MARKET SHORT U.S. GOVERNMENT
PORTFOLIO SECURITIES PORTFOLIO
--------------------------------------------------------
1995 1994 1995 1994
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Sale of shares............................ 389,839,779 785,801,344 2,982,085 5,977,808
Shares issued to stockholders in
reinvestment of dividends............... 1,752,434 1,826,082 520,236 602,153
Shares repurchased........................ (437,694,716) (812,579,510) (5,044,075) (11,018,078)
------------ ------------ ---------- -----------
Net decrease.............................. (46,102,503) (24,952,084) (1,541,754) (4,438,117)
Shares outstanding:
Beginning of year....................... 82,971,873 107,923,957 17,207,893 21,646,010
------------ ------------ ---------- -----------
End of year............................. 36,869,370 82,971,873 15,666,139 17,207,893
============= ============= ========== ============

- ----------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
ADJUSTABLE RATE MORTGAGE INTERMEDIATE MORTGAGE
(ARM) PORTFOLIO SECURITIES PORTFOLIO
--------------------------------------------------------
1995 1994 1995 1994
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Sale of shares............................ 31,767,897 74,943,848 235,385 4,891,825
Shares issued to stockholders in
reinvestment of dividends............... 2,735,804 3,629,741 789,781 767,850
Shares repurchased........................ (51,689,731) (128,547,313) (4,541,737) (4,629,250)
------------ ------------ ---------- -----------
Net increase (decrease)................... (17,186,030) (49,973,724) (3,516,571) 1,030,425
Shares outstanding:
Beginning of year....................... 106,899,464 156,873,188 22,840,619 21,810,194
------------ ------------ ---------- -----------
End of year............................. 89,713,434 106,899,464 19,324,048 22,840,619
============= ============= ========== ============
- ----------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
U.S. GOVERNMENT
MORTGAGE
SECURITIES PORTFOLIO
-----------------------
1995 1994
- ---------------------------------------------------------------------------------------------------
<S> <C> <C>
Sale of shares............................................................ 243,512 1,027,504
Shares issued to stockholders in reinvestment of dividends................ 180,463 237,833
Shares repurchased........................................................ (520,356) (3,581,490)
--------- ----------
Net decrease.............................................................. (96,381) (2,316,153)
Shares outstanding:
Beginning of year....................................................... 5,925,213 8,241,366
--------- ----------
End of year............................................................. 5,828,832 5,925,213
========= ==========

- ---------------------------------------------------------------------------------------------------
</TABLE>

20
<PAGE> 180

- --------------------------------------------------------------------------------
ASSET MANAGEMENT FUND, INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

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

D. At October 31, 1995, NET ASSETS consisted of the following:
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
SHORT U.S. INTERMEDIATE U.S. GOVERNMENT
GOVERNMENT ADJUSTABLE RATE MORTGAGE MORTGAGE
MONEY MARKET SECURITIES MORTGAGE SECURITIES SECURITIES
PORTFOLIO PORTFOLIO (ARM) PORTFOLIO PORTFOLIO PORTFOLIO
<S> <C> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------
Capital paid in........ $ 36,869,370 $181,861,100 $ 910,580,228 $202,103,985 $63,755,818
Accumulated net
realized losses...... -0- (17,930,495) (24,492,352) (18,598,632) (4,047,764)
Undistributed net
investment income.... -0- -0- -0- -0- -0-
Net unrealized
appreciation of
investments.......... -0- 3,412,451 5,450,321 3,581,926 2,550,444
----------- ------------ ------------ ------------ -----------
$ 36,869,370 $167,343,056 $ 891,538,197 $187,087,279 $62,258,498
=========== ============ ============ ============ ===========
- ---------------------------------------------------------------------------------------------------------
</TABLE>

E. For tax purposes at October 31, 1995, the Short U.S. Government Securities
Portfolio had a capital loss carryforward of $17,920,079, of which $87,032
expires in 1996, $8,161,004 expires in 1997, $4,590,496 expires in 1998,
$4,615,249 expires in 2002, and $466,298 expires in 2003. The Adjustable Rate
Mortgage (ARM) Portfolio had a capital loss carryforward of $19,682,479, of
which $1,067,764 expires in 2000, $5,932,937 expires in 2001, $8,006,883 expires
in 2002, and $4,674,895 expires in 2003. The Intermediate Mortgage Securities
Portfolio had a capital loss carryforward of $18,276,565, of which $2,703,680
expires in 1996, $2,760,938 expires in 1997, $1,415,174 expires in 1998,
$9,464,083 expires in 2002, and $1,932,690 expires in 2003. The U.S. Government
Mortgage Securities Portfolio had a capital loss carryforward of $4,084,681, of
which $3,353,457 expires in 2002 and $731,224 expires in 2003. All losses are
available to offset future realized capital gains, if any.

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

21
<PAGE> 181

- --------------------------------------------------------------------------------
ASSET MANAGEMENT FUND, INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

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

F. For the year ended October 31, 1995, purchases and proceeds from
sales/maturities of securities, other than short-term investments, were as
follows:

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
ADJUSTABLE U.S.
SHORT U.S. RATE INTERMEDIATE GOVERNMENT
GOVERNMENT MORTGAGE MORTGAGE MORTGAGE
SECURITIES (ARM) SECURITIES SECURITIES
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Purchases:
U.S. Government obligations.......... $178,533,438 $475,194,933 $245,053,262 $ 99,627,807
Other securities..................... -0- 139,837,666 -0- -0-
------------ ------------ ------------ ------------
Total purchases................... $178,533,438 $615,032,599 $245,053,262 $ 99,627,807
============= ============= ============= =============
Sales and maturities:
U.S. Government obligations.......... $183,434,688 $392,647,936 $216,425,125 $102,628,337
Other securities..................... -0- 269,282,949 32,557,095 -0-
------------ ------------ ------------ ------------
Total sales and maturities........ $183,434,688 $661,930,885 $248,982,220 $102,628,337
============= ============= ============= =============
- -------------------------------------------------------------------------------------------------------
</TABLE>

22
<PAGE> 182
To the Shareholders and Directors
of Asset Management Fund, Inc.

We have audited the accompanying statements of net assets of Asset Management
Fund, Inc. (comprising, respectively, the Money Market, Short U.S. Government
Securities, Adjustable Rate Mortgage (ARM), Intermediate Mortgage Securities,
and U.S. Government Mortgage Securities Portfolios) as of October 31, 1995, and
the related statement of operations for the year then ended, the statement of
changes in net assets for each of the two years in the period then ended, and
the financial highlights for each of the periods presented. These financial
statements and financial highlights are the responsibility of the Fund's
management. Our responsibility is to express an opinion on these financial
statements and financial highlights based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
October 31, 1995, by correspondence with the custodian. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of each
of the respective portfolios comprising Asset Management Fund, Inc. as of
October 31, 1995, and the results of their operations for the year then ended,
the changes in their net assets for each of the two years in the period then
ended, and their financial highlights for each of the periods presented, in
conformity with generally accepted accounting principles.

/s/ COOPERS & LYBRAND L.L.P.
COOPERS & LYBRAND L.L.P.

2400 Eleven Penn Center
Philadelphia, Pennsylvania
November 29, 1995

<PAGE> 183

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

- --------------------------------------------------------------------------------
GENERAL INFORMATION
- --------------------------------------------------------------------------------
For general information about any of the Portfolios offered by Asset Management
Fund, Inc., including fees and expenses, please send for a prospectus and read
it carefully before you invest.

SHAY FINANCIAL SERVICES CO.
111 East Wacker Drive/Chicago, IL 60601
800-527-3713

9200 South Dadeland Boulevard/Miami, FL 33156
800-327-6190

725 Church Street/Lynchburg, VA 24505
800-955-7429

315 Post Road West/Westport, CT 06880
800-456-8232

5605 North MacArthur Blvd./Irving, TX 75038
800-442-9825

101 Bradford Road/Wexford, PA 15090
800-224-5177

580 California Street/San Francisco, CA 94104
800-227-5566

350 Springfield Avenue/Summit, NJ 07091
800-553-6159

- --------------------------------------------------------------------------------
ACCOUNT INFORMATION
- --------------------------------------------------------------------------------
To obtain performance data and place purchase orders, call toll free
800-527-3713.
<PAGE> 184

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

SPONSOR
Shay Financial Services Co.
111 East Wacker Drive
Chicago, IL 60601

INVESTMENT ADVISER
Shay Assets Management Co.
111 East Wacker Drive
Chicago, IL 60601

ADMINISTRATOR AND TRANSFER AGENT
AND SHAREHOLDER SERVICE AGENT
PFPC Inc.
103 Bellevue Parkway
Wilmington, DE 19809

LEGAL COUNSEL
Vedder, Price, Kaufman & Kammholz
222 North LaSalle Street
Chicago, IL 60601

CUSTODIAN
PNC Bank
17th & Chestnut Streets
Philadelphia, PA 19101

INDEPENDENT ACCOUNTANTS
Coopers & Lybrand L.L.P.
2400 Eleven Penn Center
Philadelphia, PA 19103

DIRECTORS AND OFFICERS
Arthur G. De Russo
Director

Wendell L. Evans, Jr.
Director

David F. Holland
Director

Leon T. Kendall
Director and Chairman

Gerald J. Levy
Director

Rodger D. Shay
President and Director

Edward E. Sammons, Jr.
Vice President, Treasurer and Secretary

Doris J. Pavel
Assistant Secretary
<PAGE> 185

ASSET MANAGEMENT FUND, INC.

PART C

OTHER INFORMATION

Note: Items 24-33 have been answered with respect to all Portfolios
of the Fund.

Item 24. Financial Statements and Exhibits.

(a) Financial Statements:

(1) Included in the Fund's Prospectuses:

Financial Highlights

(2) The following information, contained in the Registrant's
Annual Report for the year ended October 31, 1995 and
filed as part of Post-Effective Amendment No. 26, is
incorporated by reference into the Fund's Statements of
Additional Information:

Statements of Net Assets
Statements of Operations
Statement of Changes in Net Assets
Financial Highlights
Notes to Financial Statements
Report of Independent Accountants

All other financial statements, schedules and historical financial
information have been omitted as the subject matter is not required, not
present, or not present in amounts sufficient to require submission.
<PAGE> 186

(b) Exhibits:

<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- -----------
<S> <C><C>
1.(a) * Articles of Amendment and Restatement of Articles of
Incorporation of Registrant dated November 9, 1982
(Previously filed with Pre-Effective Amendment No. 1 to
this Registration Statement on November 12, 1982)

(b) * Articles Supplementary to Articles of Amendment and
Restatement of Articles of Incorporation of Registrant
dated November 1, 1983 (Previously filed with
Post-Effective Amendment No. 5 on December 28, 1983)

(c) * Form of Articles of Amendment of Articles of
Incorporation of Registrant (Previously filed with
Post-Effective Amendment No. 4 on December 23, 1983)

(d) * Articles Supplementary to Articles of Amendment and
Restatement of Articles of Incorporation of Registrant
dated August 16, 1986 (Previously filed with
Post-Effective Amendment No. 9 on August 28, 1986)

(e) * Articles of Amendment of Articles of Incorporation dated
May 4, 1989 (Previously filed with Post-Effective
Amendment No. 16 on January 9, 1990)

(f) * Articles of Amendment of Articles of Incorporation
February 23, 1990 (Previously filed with Post-Effective
Amendment No. 17 on January 2, 1991)

(g) * Articles Supplementary to Articles of Amendment and
Restatement of Articles of Incorporation of Registrant
dated June 28, 1991 (Previously filed with Post-Effective
Amendment No. 18 on July 8, 1991)
</TABLE>

C-2

<PAGE> 187

<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- -----------
<S> <C>
(h) * Form of Articles of Amendment of Articles of
Incorporation (Filed with Post-Effective
Amendment No. 25 on July 26, 1994)

(i) * Articles of Amendment of Articles of Incorporation
dated September 26, 1994

2. (a) Bylaws, as amended, of Registrant (Filed with
Pre-Effective Amendment No. 1 on November 12, 1982)

(b) Amendments to Bylaws, as amended, of Registrant (Filed
with Post-Effective Amendment No. 5 on December 28, 1983)

(d) Amendment to Bylaws, as amended, of Registrant (Filed
with Post-Effective Amendment No. 9 on August 28, 1986)

(e) Amendment to Bylaws, as amended, of Registrant (Filed
with Post-Effective Amendment No. 14 on December 16,
1987)

(f) Amendment to Bylaws, as amended, of Registrant (Filed
with Post-Effective Amendment No. 16 on January 9, 1990)

(g) * Bylaws as restated as of September 20, 1991 (Previously
filed with Post-Effective Amendment No. 20 on
February 28, 1992)

3. Not Applicable

4.(a) * Specimen certificate for the Short-Term Liquidity
Portfolio Shares of Registrant (Previously filed with
Post-Effective Amendment No. 23 to this Registration
Statement on February 28, 1994)

</TABLE>

C-3

<PAGE> 188

<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- -----------
<S> <C>
(b) * Specimen certificate for the Intermediate-Term Liquidity
Portfolio Shares of Registrant (Previously filed with
Post-Effective Amendment No. 23 to this Registration
Statement on February 28, 1994)

(c) * Specimen certificate for the Mortgage Securities
Performance Portfolio Shares of Registrant (Previously
filed with Post-Effective Amendment No. 23 to this
Registration Statement on February 28, 1994)

(d) * Specimen Certificate for the Intermediate Mortgage
Securities Portfolio Shares of Registrant (Previously
filed with Post-Effective Amendment No. 23 to this
Registration Statement on February 28, 1994)

(e) * Specimen Certificate for the Adjustable Rate Mortgage
(ARM) Portfolio Shares of Registrant (Previously filed
with Post-Effective Amendment No. 23 to this Registration
Statement on February 28, 1994)

5.(a) Form of Investment Advisory Agreement between Registrant
and USL Assets Management, Inc. with respect to the
Short-Term Liquidity Portfolio and the Intermediate-Term
Liquidity Portfolio (Filed with Post-Effective Amendment
No. 7 to this Registration Statement on January 25, 1985)

(b) Form of letter supplement to the Investment Advisory
Agreement with respect to the Mortgage Securities
Performance Portfolio (Filed with Post-Effective
Amendment No. 7 on January 25, 1985)

</TABLE>

C-4

<PAGE> 189

<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- -----------
<S> <C>
Portfolio (Filed with Post-Effective Amendment No. 9 on
August 28. 1986)

(d) Form of Investment Advisory Agreement between Registrant and
USL Assets Management, Inc. with respect to the Short-Term
Liquidity Portfolio, the Intermediate-Term Liquidity
Portfolio, the Mortgage Securities Performance Portfolio and
the Corporate Bond Portfolio (Filed with Post-Effective
Amendment No. 16 on January 9, 1990)

(e) * Investment Advisory Agreement, dated September 1, 1990, between
Registrant and Shay Assets Management Co. with respect to the
Short-Term Liquidity Portfolio, the Intermediate-Term Liquidity
Portfolio, the Mortgage Securities Performance Portfolio and
the Corporate Bond Portfolio (Previously filed with
Post-Effective Amendment No. 17 on January 2, 1991)

(f) * Form of Amendment to the Investment Advisory Agreement with
respect to the Adjustable Rate Mortgage (ARM) Portfolio
(Previously filed with Post-Effective Amendment No. 18 on July
8, 1991)

(g) * Amendment to the Investment Advisory Agreement, dated November
30, 1992, with respect to the Adjustable Rate Mortgage (ARM)
Portfolio (Previously filed with Post-Effective Amendment No.
23 to this Registration Statement on February 28, 1994)

6. Not Applicable

7. Not Applicable

8.(a)(1) Form of Administration Agreement between Registrant and
Provident Institutional Management Corporation (Filed with
Pre-Effective Amendment No. 1 on November 12, 1982)

</TABLE>

C-5

<PAGE> 190

<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- -----------
<S> <C>
(2) Form of Custodian Agreement between Registrant and Provident
National Bank (Filed with Pre-Effective Amendment No. 1 on
November 12, 1982)

(3) Form of Transfer Agency Agreement between Registrant and
Provident Financial Processing Corporation (Filed with Pre-
Effective Amendment No. 1 on November 12, 1982)

(b)(1) Form of letter supplement to Administration Agreement with
respect to the Mortgage Securities Performance Portfolio (Filed
with Post-Effective Amendment No. 3 on November 4, 1983)

(2) Form of letter supplement to Custodian Agreement with respect to
the Mortgage Securities Performance Portfolio (Filed with
Post-Effective Amendment No. 3 on November 4, 1983)

(3) Form of letter of supplement to Transfer Agency Agreement with
respect to the Mortgage Securities Performance Portfolio (Filed
with Post-Effective Amendment No. 3 on November 4, 1983)

(c) Amendment to Administration Agreement (Exhibit 8(a)(1)) and
letter supplement thereto (Exhibit 8(b)(1)) (Filed with
Post-Effective Amendment No. 8 on December 27, 1985)

(d) Amendment to Custodian Agreement (Filed with Post-Effective
Amendment No. 9 on August 28, 1986)

(e)(1) Form of letter supplement to Administration Agreement with
respect to the Corporate Bond Portfolio, including Amendment to
Administration Agreement with respect to the Short-Term Liquidity
Portfolio, the Intermediate-Term Liquidity Portfolio, the
Mortgage Securities Performance Portfolio and the Corporate Bond

</TABLE>

C-6

<PAGE> 191

<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- -----------
<S> <C>
Portfolio (Filed with Post-Effective Amendment No. 9 on August
28, 1986)

(2) Form of letter supplement to Custodiment, as amended, with
respect to the Corporate Bond Portfolio (Filed with Post-
Effective Amendment No. 9 on August 28, 1986)

(3) Form of letter supplement to Transfer Agency Agreement
with respect to the Corporate Bond Portfolio (Filed with
Post-Effective Amendment No. 9 on August 28, 1986)

(4) Form of amendment to Custodian Agreement dated October 31,
1990 (Filed with Post-Effective Amendment No. 17 on
January 2, 1991)

(f)(1) Form of Amendment to Administration Agreement with respect
to the Adjustable Rate Mortgage (ARM) Portfolio (Filed
With Post-Effective Amendment No. 18 on July 8, 1991)

(2) Form of Amendment No. 1 to Custodian Agreement, as amended,
with respect to the Adjustable Rate Mortgage (ARM) Portfolio
(Filed with Post-Effective Amendment No. 18 on July 8, 1991)

(3) Form of Amendment No. 2 to Custodian Agreement, as amended,
with respect to the Short-Term Liquidity Portfolio, the
Intermediate-Term Liquidity Portfolio, the Mortgage
Securities Performance Portfolio, the Corporate Bond
Portfolio and the Adjustable Rate Mortgage (ARM) Portfolio
(Filed with Post-Effective Amendment No. 18 on July 8, 1991)

(4) Form of Amendment No. 1 to Transfer Agency Agreement with
respect to the Adjustable Rate Mortgage (ARM) Portfolio
(Filed with Post-Effective Amendment No. 18 on July 8, 1991)

</TABLE>

C-7

<PAGE> 192

<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- -----------
<S> <C>
(g)(1)(i) * Restated Administration Agreement between Registrant and
Provident Financial Processing Corporation dated March 1,
1991 (Previously filed with Post-Effective Amendment No. 20
on February 28, 1992)

(1)(ii) * Amendment No. 1 to Restated Administration Agreement dated
June 28, 1991

(1)(iii) * Amendment No. 2 to Restated Administration Agreement dated
September 20, 1991

(2)(i) * Restated Custodian Agreement between Registrant and
Provident National Bank dated March 1, 1991 (Previously
filed with Post-Effective Amendment No. 20 on February 28,
1992)

(2)(ii) * Amendment No. 1 to Restated Custodian Agreement dated June
28, 1991

(2)(iii) Amendment No. 2 to Restated Custodian Agreement dated June
29, 1991

(3)(i) * Restated Transfer Agency Agreement between Registrant and
Provident Financial Processing Corporation dated March 1,
1991 (Previously filed with Post-Effective Amendment No. 20
on February 28, 1992)

(3)(ii) * Amendment No. 1 to Restated Transfer Agency Agreement dated
June 28, 1991

9. Not Applicable

10.(a) Opinion and Consent of Sullivan & Cromwell with respect to
Corporate Bond Portfolio Shares (Filed with Post-Effective
Amendment No. 9 on August 28, 1986)

(b) * Opinion and Consent of Vedder, Price, Kaufman & Kammholz
with respect to the Short-Term Liquidity Portfolio, the
Intermediate-Term Liquidity Portfolio, the

</TABLE>

C-8

<PAGE> 193

<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- -----------
<S> <C>
Mortgage Securities Performance Portfolio and the Corporate
Bond Portfolio dated December 28, 1990 (Previously filed
with Post-Effective Amendment No. 17 on January 2, 1991)

(c) * Opinion and Consent of Vedder, Price,
Kaufman & Kammholz with respect to the
Adjustable Rate Mortgage (ARM)
Portfolio dated July 2, 1991
(Previously filed with Post-Effective
Amendment No. 18 on July 8, 1991)

11.(a) * Consent of Vedder, Price, Kaufman & Kammholz
(b) * Consent and Opinion of Vedder, Price, Kaufman & Kammholz
(c) * Consent of Coopers & Lybrand L.L.P.

12. Not Applicable

13.(a) * Form of Purchase Agreement between
Registrant and initial investors with
respect to the Short-Term Liquidity
Portfolio and the Intermediate-Term
Liquidity Portfolio (Previously
filed with Pre-Effective Amendment No.
1 on November 12, 1982)

(b) * Form of Purchase Agreement between
Registrant and initial investors with
respect to the Mortgage Securities
Performance Portfolio dated
November 2, 1983 (Previously filed
with Post-Effective Amendment No. 3 on
November 4, 1983)

(c) Form of Purchase Agreement between
Registrant and initial investors with
respect to the Corporate Bond
Portfolio (Filed with Post-Effective
Amendment No. 9 on August 28, 1986)

14. Not Applicable

15.(a) Form of Plan and Agreement Pursuant to
Rule 12b-1 between Registrant and U.S.
League Securities, Inc. (formerly U.S.
</TABLE>

C-9

<PAGE> 194

<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<S> <C>
League Investment Services, Inc.), as
amended (Filed with Post-Effective
Amendment No. 5 on December 28, 1983)

(b) Form of letter supplement to Plan and
Agreement Pursuant to Rule 12b-1 with
respect to the Mortgage Securities
Performance Portfolio (Filed with
Post-Effective Amendment No. 3
on November 4, 1983)

(c) Form of letter supplement to Plan and
Agreement Pursuant to Rule 12b-1 with
respect to the Corporate Bond
Portfolio (Filed with Post-Effective
Amendment No. 9 on August 28, 1986)

(d) Amendment to Plan and Agreement
Pursuant to Rule 12b-1 and the letter
supplements thereto with respect to
the Mortgage Performance Portfolio and
Corporate Bond Portfolio (Filed with
Post-Effective Amendment No. 14 on
December 16, 1987)

(e) Form of Plan and Agreement Pursuant to
Rule 12b-1 between Registrant and U.S.
League Securities, Inc. (Filed with
Post-Effective Amendment No. 16 on
January 9, 1990)

(f) * Plan and Agreement Pursuant to Rule
12b-1, dated September 1, 1990,
between Registrant and Shay Financial
Services Co. dated September 1,
1990 (Previously filed with
Post-Effective Amendment No. 17 on
January 2, 1991)

(g) * Form of Amendment to Plan and
Agreement Pursuant to Rule 12b-1 with
respect to the Adjustable Rate
Mortgage (ARM) Portfolio (Filed with
Post-Effective Amendment No. 18 on
July 8, 1991)

(h) * Amendment to Plan and Agreement
Pursuant to Rule 12b-1 with respect to
</TABLE>

C-10

<PAGE> 195
Exhibit
Number Description
------- -----------

the Adjustable Rate Mortgage (ARM)
Portfolio dated June 28, 1991

16. * Schedules for Calculation of Yield and
Total Return (Previously filed
with Post-Effective Amendment No. 15
on February 24, 1989)

27. * Financial Data Schedules

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

*Filed with this Post-Effective Amendment.

Item 25. Persons Controlled by or under Common Control with
Registrant.

None.

Item 26. Number of Holders of Securities.

<TABLE>
<CAPTION>
Number of Record
Holder as of
Title of Class January 31,1996
-------------- ----------------
<S> <C>
Money-Market Portfolio Shares.......... 112
Short U.S. Government Securities
Portfolio Shares...................... 84
U.S. Government Mortgage Securities
Portfolio Shares...................... 30
Intermediate Mortgage Securities
Portfolio Shares...................... 45
Adjustable Rate Mortgage (ARM)
Portfolio............................. 331

</TABLE>

Item 27. Indemnification.

Section 6 of the Registrant's Articles of Incorporation
(as amended by the Articles of Amendment filed as Exhibit I(e)) provides that a
director or officer of the Registrant shall not be liable to the Registrant or
its stockholders for monetary damages for breach of fiduciary duty as a
director or officer, except to the extent such exemption from liability or
limitation thereof, is not permitted by law (including the Investment Company
Act of 1940)as currently in effect or as the same may hereafter be amended.

C-11

<PAGE> 196

Article VII as of the Registrant's Bylaws (as amended by the
Resolution filed as Exhibit 2(f)) provides that the Registrant shall indemnify
to the fullest extent permitted by law (including the Investment Company Act of
1940) as currently in effect or as the same may hereafter be amended, any
person made or threatened to be made a party to any action, suit or proceeding,
whether criminal, civil, administrative or investigative, by reason of the fact
that such person or such person's testator or intestate is or was a director,
officer, employee or agent. To the fullest extent permitted by law (including
the Investment Company Act of 1940) as currently in effect or as the same may
hereafter be amended, expenses incurred by any such person in defending any
such action, suit or proceeding shall be paid or reimbursed by the Registrant
promptly upon receipt by it of an undertaking of such person to repay such
expenses if it shall ultimately be determined that such person is not entitled
to be indemnified by the Registrant.

Paragraph 6 of the Plan and Agreement Pursuant to Rule 12b-1
between the Registrant and Shay Financial Services Co. (filed as Exhibit 15(f))
provides for indemnification of Shay Financial Services Co. by the Registrant
under certain circumstances.

The foregoing indemnification arrangements are subject to the
provisions of Sections 17(h) and (i) of the Investment Company Act of 1940.

Insofar as indemnification by the Registrant for liabilities
arising under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted against the Registrant by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

The Registrant maintains an insurance policy which insures its
directors and officers against certain civil liabilities.

C-12

<PAGE> 197

Item 28. Business and Other Connections of Investment Adviser.

Incorporated herein by reference from the Statements of
Additional Information relating to the Portfolios are the following: the
description of the business of Shay Assets Management Co. (the "Adviser")
contained in the section entitled "Investment Adviser and Administrator"; the
information concerning the organization and general partners of Shay Financial
Services Co. (the "Sponsor") contained in the section entitled "Sponsor" and
the biographical information pertaining to Messrs. Shay and Sammons contained
in the section entitled "Management of the Fund."

Effective May 19, 1995, the Adviser was appointed the investment
adviser to three registered investment companies: Institutional Investors
Capital Appreciation Fund, Inc., Institutional Investors Tax-Advantaged Income
Fund, Inc. and M.S.B. Fund, Inc. In addition in late 1995, the Adviser was
selected as the investment adviser to several savings banks located in New York
on a non-discretionary basis. To service the foregoing funds and accounts, the
Adviser established an office in New York City. In 1995, prior to these
appointments, the Adviser was engaged in business only in connection with
rendering services to the Fund.

In 1994, the general partner of the Adviser, ACB Assets
Management, Inc. ("ACBAM") changed its name to its present form from SCBA
Assets Management, Inc., which in 1993 had changed its name from USL Assets
Management, Inc. ACBAM has its principal place of business at 111 East Wacker
Drive, Chicago, IL 60601. Brian Patrick Smith and James F. McKenna,
affiliates of ACBAM, are members of the Managing Board of the Adviser and the
Managing Board of the sponsor Mr. Smith is the President and a Director of
Community Bankers Service Corp. and holds other executive positions with
America's Community Bankers ("ACB"). Mr. McKenna is a member of the Board of
Directors of ACB, Community Bankers Service corp. and other ACB affiliates.
His principal occupation is Chief Executive Officer of a federal savings bank,
North Shore Bank, F.S.B. Community Bankers Service Corp. owns a majority of the
outstanding shares of First Financial Trust Company ("Trust Company"), formerly
Savings & Community Bankers Trust Company.

Shay Assets Management, Inc. ("S.A.M."), the managing partner of
the Adviser, is located at 111 E. Wacker Drive, Chicago, Illinois 60601 and at
9200 S. Dadeland Blvd. (Suite 812), Miami, FL 33156 and also has offices in
New York City and Summit, New Jersey. In addition to the ownership interest of
Rodger D. Shay, Arthur M. Berardelli, Barbara M. Quesep and Rodger D. Shay, Jr.
are the other shareholders of S.A.M. Each such person is also a shareholder
and a Vice President of Shay Financial Services, Inc. ("S.F.S.") and of Shay
Government Securities, Inc. ("S.G.S."). Rodger D. Shay, Jr. is also a Senior
Vice President of S.A.M. Roy R. Hingston and Robert T. Podraza are also Vice
Presidents of S.A.M., S.F.S. and S.G.S.

C-13
<PAGE> 198

S.G.S. is the managing partner of Shay Government Securities Co.
("Shay Government"), a registered government securities dealer with its
principal place of business at 5605 North MacArthur Blvd., Irving, Texas that
is under common control with the Adviser and Sponsor by virtue of the
substantially identical ownership of the general partners. Rodger D. Shay is
President, Chief Executive Officer and a member of the Managing Board of Shay
Government and the controlling shareholder of S.G.S. Edward E. Sammons, Jr. is
Executive Vice President of Shay Government and a member of its Managing Board
and is Executive Vice President of S.G.S.

Rodger D. Shay is a shareholder of First Home Savings Bank,
S.L.A., 48 West Main Street, Pennsville, New Jersey 08070 and has been a member
of its Board of Directors since December 1990. Additionally, Mr. Shay
indirectly owns 24 percent of the outstanding shares of the Trust Company by
virtue of his status as controlling shareholder of Shay Investment Services,
Inc.

Item 29. Principal Underwriters.

Not applicable.

Item 30. Location of Accounts and Records.

Books and other documents required to be maintained pursuant to
Rule 31a-1(b)(4) and (b)(10) are in the physical possession of the Fund's
Secretary, 111 East Wacker Drive, Chicago, Illinois 60601; accounts, books and
other documents required by Rule 31a-1(b)(5) through (7) and (b)(11) and Rule
31a-1(f) are in the physical possession of Shay Assets Management Co., 111 East
Wacker Drive, Chicago, Illinois 60601; all other books, accounts and other
documents required to be maintained under Section 31(a) of the Investment
Company Act of 1940 and the Rules promulgated thereunder are in the physical
possession of Provident Financial Processing Corporation, 103 Bellevue Parkway,
Wilmington, Delaware 19809.

Item 31. Management Services.

Not applicable.

Item 32. Undertakings.

(a) Not applicable.

(b) Not applicable.

C-14
<PAGE> 199
annual report to shareholders upon request and without charge.

C-15
<PAGE> 200

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this registration statement pursuant to
Rule 485(b) under the Securities Act of 1933 and has duly caused this Amendment
to the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Chicago, and the State of Illinois,
on this 23rd day of February, 1996.

ASSET MANAGEMENT FUND, INC.

By: /s/ Rodger D. Shay
-------------------
Rodger D. Shay, President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on February 23, 1996.

NAME TITLE

<S> <C>
/s/ Rodger D. Shay President (principal executive
- -------------------------- officer) and Director
Rodger D. Shay

/s/ Edward E. Sammons, Jr. Vice President, Treasurer and
- -------------------------- Secretary (principal
Edward E. Sammons, Jr. financial and principal
accounting officer)

/s/ Leon T. Kendall Director and Chairman of the
- -------------------------- Board
Leon T. Kendall

/s/ Arthur G. De Russo Director
- --------------------------
Arthur G. De Russo

/s/ Wendell L. Evans, Jr. Director
- --------------------------
Wendell L. Evans, Jr.

/s/ David F. Holland Director
- --------------------------
David F. Holland

/s/ Gerald J. Levy Director
- --------------------------
Gerald J. Levy

</TABLE>

<PAGE> 201
Exhibit Index

Exhibit Description
- ------- -----------
<S> <C> <C>
1.(a) * Articles of Amendment and Restatement of Articles of
Incorporation of Registrant dated November 9, 1982
(Previously filed with Pre-Effective Amendment No. 1 to
this Registration Statement on November 12, 1982)

(c) * Form of Articles of Amendment of Articles of Incorporation of
Registrant (Previously filed with Post-Effective Amendment
No. 4 on December 23, 1983)

(d) * Articles Supplementary to Articles of Amendment and
Restatement of Articles of Incorporation of Registrant dated
August 16, 1986 (Previously filed with Post-Effective
Amendment No. 9 on August 28, 1986)

(e) * Articles of Amendment of Articles of Incorporation dated
May 4, 1989 (Previously filed with Post-Effective Amendment
No. 16 on January 9, 1990)

(f) * Articles of Amendment of Articles of Incorporation February
23, 1990 (Previously filed with Post-Effective Amendment No.
17 on January 2, 1991)

(g) * Articles Supplementary to Articles of Amendment and
Restatement of Articles of Incorporation of Registrant dated
June 28, 1991 (Previously filed with Post-Effective
Amendment No. 18 on July 8, 1991)

</TABLE>

1
<PAGE> 202

Exhibit
Number Description
- ------- -----------
<S> <C><C>
(h) * Form of Articles of Amendment of Articles of
Incorporation (Filed with Post-Effective Amendment No. 25
on July 26, 1994)

(i) * Articles of Amendment of Articles of Incorporation dated
September 26, 1994

2.(a) Bylaws, as amended, of Registrant (Filed with Pre-Effective
Amendment No. 1 on November 12, 1982)

(b) Amendments to Bylaws, as amended, of Registrant (Filed with
Post-Effective Amendment No. 5 on December 28, 1983)

(d) Amendment to Bylaws, as amended, of Registrant (Filed with
Post-Effective Amendment No. 9 on August 28, 1986)

(e) Amendment to Bylaws, as amended, of Registrant (Filed with
Post-Effective Amendment No. 14 on December 16, 1987)

(f) Amendment to Bylaws, as amended, of Registrant (Filed with
Post-Effective Amendment No. 16 on January 9, 1990)

(g) * Bylaws as restated as of September 20, 1991 (Previously filed
with Post-Effective Amendment No. 20 on February 28, 1992)

3. Not Applicable

</TABLE>

2
<PAGE> 203

<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<S> <C>
4. (a) * Specimen certificate for the Short-
Term Liquidity Portfolio Shares of
Registrant (Previously filed with
Post-Effective Amendment No. 23 to
this Registration Statement on
February 28, 1994)

(b) * Specimen certificate for the
Intermediate-Term Liquidity
Portfolio Shares of Registrant
(Previously filed with
Post-Effective Amendment No. 23 to this
Registration Statement on
February 28, 1994)

(c) * Specimen certificate for the
Mortgage Securities Performance
Portfolio Shares of Registrant
(Previously filed with Post-
Effective Amendment No. 23 to this
Registration Statement on
February 28, 1994)

(d) * Specimen Certificate for the
Intermediate Mortgage Securities
Portfolio Shares of Registrant
(Previously filed with Post-
Effective Amendment No. 23 to this
Registration Statement on
February 28, 1994)

(e) * Specimen Certificate for the
Adjustable Rate Mortgage (ARM)
Portfolio Shares of Registrant
(Previously filed with Post-
Effective Amendment No. 23 to this
Registration Statement on
February 28, 1994)

5. (a) Form of Investment Advisory
Agreement between Registrant and USL
Assets Management, Inc. with respect
to the Short-Term Liquidity
Portfolio and the Intermediate-Term
Liquidity Portfolio (Filed with
Post-Effective Amendment No. 7 to
this Registration Statement on
January 25, 1985)

</TABLE>

3
<PAGE> 204

<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- -----------
<S> <C>
(b) Form of letter supplement to the Investment Advisory Agreement
with respect to the Mortgage Securities Performance Portfolio
(Filed with Post-Effective Amendment No. 7 on January 25, 1985)

(c) Form of letter supplement to the Investment Advisory Agreement
with respect to the Corporate Bond Portfolio (Filed with
Post-Effective Amendment No. 9 on August 28, 1986)

(d) Form of Investment Advisory Agreement between Registrant and
USL Assets Management, Inc. with respect to the Short-Term
Liquidity Portfolio, the Intermediate-Term Liquidity Portfolio,
the Mortgage Securities Performance Portfolio and the Corporate
Bond Portfolio (Filed with Post-Effective Amendment No. 16 on
January 9, 1990)

(e) * Investment Advisory Agreement, dated September 1, 1990, between
Registrant and Shay Assets Management Co. with respect to the
Short-Term Liquidity Portfolio, the Intermediate-Term Liquidity
Portfolio, the Mortgage Securities Performance Portfolio and the
Corporate Bond Portfolio (Previously filed with Post-Effective
Amendment No. 17 on January 2, 1991)

(f) * Form of Amendment to the Investment Advisory Agreement with
respect to the Adjustable Rate Mortgage (ARM) Portfolio
(Previously filed with Post-Effective Amendment No. 18 on July 8,
1991)

(g) * Amendment to the Investment Advisory Agreement, dated November
November 30, 1992, with respect to the Adjustable Rate Mortgage
(ARM) Portfolio (Previously filed with Post-Effective Amendment

</TABLE>

4
<PAGE> 205

<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- -----------
<S> <C>
No. 23 to this Registration Statement on February 28, 1994)

6. Not Applicable

7. Not Applicable

8.(a)(1) Form of Administration Agreement between Registrant and
Provident Institutional Management Corporation (Filed with
Pre-Effective Amendment No. 1 on November 12, 1982)

(2) Form of Custodian Agreement between Registrant and Provident
National Bank (Filed with Pre-Effective Amendment No. 1 on
November 12, 1982)

(3) Form of Transfer Agency Agreement between Registrant and
Provident Financial Processing Corporation (Filed with
Pre-Effective Amendment No. 1 on November 12, 1982)

(b)(1) Form of letter supplement to Administration Agreement with
respect to the Mortgage Securities Performance Portfolio (Filed
with Post-Effective Amendment No. 3 on November 4, 1983)

(2) Form of letter supplement to Custodian Agreement with respect
to the Mortgage Securities Performance Portfolio (Filed with
Post-Effective Amendment No. 3 on November 4, 1983)

(3) Form of letter of supplement to Transfer Agency Agreement with
respect to the Mortgage Securities Performance Portfolio (Filed
with Post-Effective Amendment No. 3 on November 4, 1983)

(c) Amendment to Administration Agreement (Exhibit 8(a)(1)) and
letter supplement thereto (Exhibit 8(b)(1)) (Filed with
Post-Effective
</TABLE>

<PAGE> 206

Exhibit
Number Description
- ------- -----------
<S> <C>
Amendment No. 8 on December 27, 1985)
(d) Amendment to Custodian Agreement (Filed with Post-Effective
Amendment No. 9 on August 28, 1986)

(e)(1) Form of letter supplement to Administration Agreement with
respect to the Corporate Bond Portfolio, including Amendment to
Administration Agreement with respect to the Short-Term
Liquidity Portfolio, the Intermediate-Term Liquidity Portfolio,
the Mortgage Securities Performance Portfolio and the Corporate
Bond Portfolio (Filed with Post-Effective Amendment No. 9 on
August 28, 1986)

(2) Form of letter supplement to Custodian Agreement, as amended,
with respect to the Corporate Bond Portfolio (Filed with
Post-Effective Amendment No. 9 on August 28, 1986)

(3) Form of letter supplement to Transfer Agency Agreement with
respect to the Corporate Bond Portfolio (Filed with
Post-Effective Amendment No. 9 on August 28, 1986)

(4) Form of amendment to Custodian Agreement dated October 31, 1990
(Filed with Post-Effective Amendment No. 17 on January 2, 1991)

(f)(1) Form of Amendment to Administration Agreement with respect to
the Adjustable Rate Mortgage (ARM) Portfolio (Filed with
Post-Effective Amendment No. 18 on July 8, 1991)

(2) Form of Amendment No. 1 to Custodian Agreement, as amended, with
respect to the Adjustable Rate Mortgage (ARM) Portfolio (Filed
with Post-Effective Amendment No. 18 on July 8, 1991)

</TABLE>

6
<PAGE> 207

Exhibit
Number Description
- ------- -----------

<S> <C><C>
(3) Form of Amendment No. 2 to Custodian Agreement, as amended,

with respect to the Short-Term Liquidity Portfolio, the
Intermediate-Term Liquidity Portfolio, the Mortgage
Securities Performance Portfolio, the Corporate Bond
Portfolio and the Adjustable Rate Mortgage (ARM) Portfolio
Filed with Post-Effective Amendment No. 18 on July 8, 1991)

(4) Form of Amendment No. 1 to Transfer Agency Agreement with
respect to the Adjustable Rate Mortgage (ARM) Portfolio
(Filed with Post-Effective Amendment No. 18 on July 8,
1991)

(g)(1)(i) * Restated Administration Agreement between Registrant and
Provident Financial Processing Corporation dated March 1,
1991 (Previously filed with Post-Effective Amendment No.
20 on February 28, 1992)

(1)(ii) * Amendment No. 1 to Restated Administration Agreement dated
June 28, 1991

(1)(iii) * Amendment No. 2 to Restated Administration Agreement dated
September 20, 1991

(2)(i) * Restated Custodian Agreement between Registrant and
Provident National Bank dated March 1, 1991 (Previously
filed with Post-Effective Amendment No. 20 on February 28,
1992)

(2)(ii) * Amendment No. 1 to Restated Custodian Agreement dated June
28, 1991

(2)(iii) * Amendment No. 2 to Restated Custodian Agreement dated June
29, 1991

(3)(i) * Restated Transfer Agency Agreement between Registrant and
Provident Financial Processing Corporation
</TABLE>

7
<PAGE> 208

<TABLE>
Exhibit
Number Description
- ------- -----------

<S> <C>
dated March 1, 1991 (Previously filed with
Post-Effective Amendment No. 20 on February 28, 1992)

(3)(ii) * Amendment No. 1 to Restated Transfer Agency Agreement
dated June 28, 1991

9. Not Applicable

10.(a) Opinion and Consent of Sullivan & Cromwell with respect
to Corporate Bond Portfolio Shares (Filed with
Post-Effective Amendment No. 9 on August 28, 1986)

(b) * Opinion and Consent of Vedder, Price, Kaufman & Kammholz
with respect to the Short-Term Liquidity Portfolio, the
Intermediate-Term Liquidity Portfolio, the Mortgage
Securities Performance Portfolio and the Corporate Bond
Portfolio dated December 28, 1990 (Previously filed with
Post-Effective Amendment No. 17 on January 2, 1991)

(c) * Opinion and Consent of Vedder, Price, Kaufman & Kammholz
with respect to the Adjustable Rate Mortgage (ARM)
Portfolio dated July 2, 1991 (Previously filed with
Post-Effective Amendment No. 18 on July 8, 1991)

11.(a) * Consent of Vedder, Price, Kaufman & Kammholz
(b) * Consent and Opinion of Vedder, Price, Kaufman & Kammholz
(c) * Consent of Coopers & Lybrand L.L.P.

12. Not Applicable

13.(a) * Form of Purchase Agreement between Registrant and
initial investors with respect to the Short-Term
Liquidity Portfolio and the Intermediate-Term Liquidity
Portfolio (Previously filed with Pre-Effective
Amendment No. 1 on November 12, 1982)

</TABLE>

8
<PAGE> 209

Exhibit
Number Description
- ------- -----------
<S> <C><C>
(b) * Form of Purchase Agreement between Registrant and initial
investors with respect to the Mortgage Securities Performance
Portfolio dated November 2, 1983 (Previously filed with
Post-Effective Amendment No. 3 on November 4, 1983)

(c) Form of Purchase Agreement between Registrant and initial
investors with respect to the Corporate Bond Portfolio (Filed
with Post-Effective Amendment No. 9 on August 28, 1986)

14. Not Applicable

15.(a) Form of Plan and Agreement Pursuant to Rule 12b-1 between
Registrant and U.S. League Securities, Inc. (formerly U.S.
League Investment Services, Inc.), as amended (Filed with
Post-Effective Amendment No. 5 on December 28, 1983)

(b) Form of letter supplement to Plan and Agreement Pursuant to
Rule 12b-1 with respect to the Mortgage Securities Performance
Portfolio (Filed with Post-Effective Amendment No. 3 on
November 4, 1983)

(c) Form of letter supplement to Plan and Agreement Pursuant to
Rule 12b-1 with respect to the Corporate Bond Portfolio (Filed
with Post-Effective Amendment No. 9 on August 28, 1986)

(d) Amendment to Plan and Agreement Pursuant to Rule 12b-1 and the
letter supplements thereto with respect to the Mortgage
Performance Portfolio and Corporate Bond Portfolio (Filed with
Post-Effective Amendment No. 14 on December 16, 1987)

(e) Form of Plan and Agreement Pursuant to Rule 12b-1 between
Registrant and U.S. League Securities, Inc. (Filed
</TABLE>

9
<PAGE> 210

<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- -----------
<S> <C><C>
with Post-Effective Amendment No. 16 on January 9, 1990)

(f) * Plan and Agreement Pursuant to Rule 12b-1, dated September 1,
1990, between Registrant and Shay Financial Services Co.
dated September 1, 1990 (Previously filed with Post-Effective
Amendment No. 17 on January 2, 1991)

(g) * Form of Amendment to Plan and Agreement Pursuant to Rule 12b-1
with respect to the Adjustable Rate Mortgage (ARM) Portfolio
(Filed with Post-Effective Amendment No. 18 on July 8, 1991)

(h) * Amendment to Plan and Agreement Pursuant to Rule 12b-1 with
respect to the Adjustable Rate Mortgage (ARM) Portfolio dated
June 28, 1991

16. * Schedules for Calculation of Yield and Total Return (Previously
filed with Post-Effective Amendment No. 15 on February 24, 1989)

27. * Financial Data Schedules
_______________

</TABLE>

*Filed with this Post-Effective Amendment. All other Exhibits are incorporated
by reference.

<PAGE> 1
EXHIBIT 1.(a)
[As Filed November 10, 1982]

ARTICLES OF AMENDMENT AND RESTATEMENT
OF
ARTICLES OF INCORPORATION
OF
LIQUIDITY FUND FOR THRIFTS, INC.

1. Pursuant to Section 2-604 and 2-608 of the Maryland General
Corporation Law, Liquidity Fund for Thrifts, Inc. (the "Corporation") desires
to amend its Articles of Incorporation and, as so amended, to restate its
Articles of Incorporation as currently in effect, all as hereinafter set forth.

2. The Corporation hereby amends Article V of its Articles of
Incorporation by (A) renumbering clause (vi) of subsection (b) of Section 1
thereof as clause (vii) and adding a new clause (vi) as follows:

(vi) Quorum. The presence in person or by proxy of the holders of
record of one-third of the Shares of all Classes issued and outstanding
and entitled to vote thereat shall constitute a quorum for the transaction
of any business at all meetings of the stockholders except as otherwise
provided by law or in these Articles of Incorporation and except that
where the holders of Shares of any Class are entitled to a separate vote
as a class (a "Separate Class") or where the holders of shares of two or
more (but not all) classes are required to vote as a single class (a
"Combined Class"), the presence in person or by proxy of the holders of
record of one-third of the Shares of that Separate Class or Combined
Class, as the case may be, issued and outstanding and entitled to vote
thereat shall constitute a quorum for such vote.

and (B) inserting in subclause (C) of clause (v) of subsection (b) of Section 1
thereof the phrase "including but not limited to any proposal to liquidate any
Class," after the phrase "as to any matter which does not affect the interest
of a particular Class," and (C) replacing in subsection
<PAGE> 2

(f) of Section 2 thereof the phrase "and to take all other steps to take all
other steps" with the phrase "and to take all other steps"; and the Corporation
hereby amends Article VI of its Articles of Incorporation by (A) replacing the
word "six" with the word "eleven" in the first and second sentences, (B)
deleting the word "initial" in the first sentence, and (C) replacing the list
of directors with the list included in such Article VI as set forth in the
restatement of the Articles of Incorporation set forth in Paragraph 3 hereof;
and the Corporation hereby amends Section 1 of Article VII of its Articles of
Incorporation by replacing in the first sentence thereof the word "business"
with the word "business" and by replacing in clause (d) thereof the word "tme"
with the word "time."

3. The Corporation hereby restates its Articles of Incorporation,
as amended by Paragraph 2 hereof, as follows:

ARTICLE I

I, the incorporator, John T. Bostelman, whose post office address is
250 Park Avenue, New York, New York 10177, being at least eighteen years of
age, am, under and by virtue of the General Laws of the State of Maryland
authorizing the formation of corporations, forming a corporation.

ARTICLE II

The name of the corporation (hereinafter called the "Corporation") is:
Liquidity Fund for Thrifts, Inc.

2
<PAGE> 3

ARTICLE III

Purposes

The purpose for which the Corporation is formed is to act as an open-end
management investment company registered as such with the Securities and
Exchange Commission pursuant to the Investment Company Act of 1940 and to
exercise and generally to enjoy all of the powers, rights and privileges
granted to, or conferred upon, corporations by the General Laws of the State of
Maryland now or hereafter in force.

ARTICLE IV

Address in Maryland

The post office address of the principal office of the Corporation in the
State of Maryland is c/o The Corporation Trust Incorporated, 32 South Street,
Baltimore, Maryland 21202.

The name of the Corporation's resident agent is The Corporation Trust
Incorporated, and its post office address is 32 South Street, Baltimore,
Maryland 21202. Said resident agent is a corporation of the State of Maryland.

ARTICLE V

Common Stock

Section 1. (a) The total number of shares of all classes of
stock which the Corporation has authority to issue is 6,000,000,000 shares of
common stock ("Shares") of the par value of $.001 each having an aggregate par
value of $6,000,000. The Shares are initially divided into two classes, one
consisting of 5,000,000,000 "Short-Term Portfolio Shares" and one

3
<PAGE> 4

consisting of 1,000,000,000 "Intermediate-Term Portfolio Shares" (the class of
Short-Term Portfolio Shares and the class of Intermediate-Term Portfolio
Shares, together with any further class or classes of Shares from time to time
created by the Board of Directors, being herein referred to individually as a
"Class" and collectively as "Classes"). The Board of Directors of the
Corporation shall have the power and authority to further classify or
reclassify any unissued shares from time to time by setting or changing the
preferences, conversion or other rights, voting powers, restrictions,
limitations as to dividends, qualifications, or terms or conditions of
redemption of such unissued Shares.

(b) A description of the relative preferences, conversion and other
rights, voting powers, restrictions, limitations as to dividends,
qualifications and terms and conditions of redemption of all Classes of Shares
is as follows, unless otherwise set forth in the Articles Supplementary filed
with the Maryland State Department of Assessments and Taxation describing any
further Class or Classes from time to time created by the Board of Directors:

(i) Assets Belonging to Class. All consideration received by the
Corporation for the issue or sale of Shares of a particular Class,
together with all assets in which such consideration is invested or
reinvested, all income, earnings, profits and proceeds thereof, including
any proceeds derived from the sale, exchange or liquidation of such
assets, and

4
<PAGE> 5

any funds or payments derived from any reinvestment of such proceeds in
whatever form the same may be, shall irrevocably belong to that Class for
all purposes, subject only to the rights of creditors, and shall be so
recorded upon the books of account of the Corporation. Such
consideration, assets, income, earnings, profits and proceeds, including
any proceeds derived from the sale, exchange or liquidation of such
assets, and any funds or payments derived from any reinvestment of such
proceeds, in whatever form the same may be, together with any General
Items (as hereinafter defined) allocated to that Class as provided in the
following sentence are herein referred to as "assets belonging to" that
Class. In the event that there are any assets, income, earnings, profits
or proceeds thereof, funds or payments which are not readily identifiable
as belonging to any particular Class (collectively "General Items"), the
Board of Directors shall allocate such General Items to and among any one
or more of the Classes created from time to time in such manner and on
such basis as it, in its sole discretion, deems fair and equitable; and
any General Items so allocated to a particular Class shall belong to that
Class. Each such allocation by the Board of Directors shall be conclusive
and binding upon the stockholders of all Classes for all purposes.

(ii) Liabilities Belonging to Class. The assets belonging to each
particular Class shall be charged with the liabilities of the Corporation
in respect of that Class and with all expenses, costs, charges and
reserves attributable to that Class, and shall be so recorded upon the
books of account of the Corporation. Such liabilities, expenses, costs,
charges and reserves, together with any General Items (as hereinafter
defined) allocated to that Class as provided in the following sentence, so
charged to that Class are herein referred to as "liabilities belonging to"
that Class. In the event there are any general liabilities, expenses,
costs, charges or reserves of the Corporation which are not readily
identifiable as belonging to any particular Class (collectively "General
Items"), the Board of Directors shall allocate and charge such General
Items to and among any one or more of the Classes created from time to
time in such manner and on such basis as the Board

5
<PAGE> 6

of Directors in its sole discretion deems fair and equitable; and any
General Items so allocated and charged to a particular Class shall belong
to that Class. Each such allocation by the Board of Directors shall be
conclusive and binding upon the stockholders of all Classes for all
purposes.

(iii) Dividends. Dividends and distributions on Shares of a
particular Class may be paid to the holders of Shares of that Class at
such times, in such manner and from such of the income and capital gains,
accrued or realized, from the assets belonging to that Class, after
providing for actual and accrued liabilities belonging to that Class, as
the Board of Directors may determine.

(iv) Liquidation. In event of the liquidation or dissolution of the
Corporation, the stockholders of each Class that has been created shall be
entitled to receive, as a Class, when and as declared by the Board of
Directors, the excess of the assets belonging to that Class over the
liabilities belonging to that Class. The assets so distributable to the
stockholders of any particular Class shall be distributed among such
stockholders in proportion to the number of Shares of that Class held by
them and recorded on the books of the Corporation.

(v) Voting. On each matter submitted to vote of the stockholders,
each holder of a Share shall be entitled to one vote for each such Share
standing in his name on the books of the Corporation irrespective of the
Class thereof and all Shares of all Classes shall vote as a single class
("Single Class Voting"); provided, however, that (A) as to any matter with
respect to which a separate vote of any Class is required by the
Investment Company Act of 1940 or would be required under the Maryland
General

6
<PAGE> 7

Corporation Law, such requirements as to a separate vote by that Class
shall apply in lieu of Single Class Voting as described above; (B) in the
event that the separate vote requirements referred to in (A) above apply
with respect to one or more Classes, then, subject to (C) below, the
Shares of all other Classes shall vote as a single class; and (C) as to
any matter which does not affect the interest of a particular Class,
including but not limited to any proposal to liquidate any other Class,
only the holders of Shares of the one or more affected Classes shall be
entitled to vote.

(vii) Equality. All Shares of each particular Class shall
represent an equal proportionate interest in the assets belonging to that
Class (subject to the liabilities belonging to that Class), and each Share
of any particular Class shall be equal to each other Share of that Class;
but the provisions of this sentence shall not restrict any distinctions
permissible pursuant to subsection (iii) of this Section 1(b) or otherwise
under

7
<PAGE> 8

these Articles of Incorporation that may exist with respect to stockholder
elections to receive dividends or distributions in cash or Shares of the
same Class or that may otherwise exist with respect to dividends and
distributions on Shares of the same Class.

Section 2. Each Share shall also be subject to the following
provisions:

(a) The net asset value per Share of a particular Class shall be the
quotient obtained by dividing the value of the net assets of that Class (being
the value of the total assets belonging to that Class less the liabilities
belonging to that Class) by the total number of Shares of that Class
outstanding. Subject to subsection (b) of this Section 2, the value of the
total assets belonging to each Class shall be determined by, determined
pursuant to the direction of, or determined pursuant to procedures or methods
(which procedures or methods may differ from Class to Class) prescribed or
approved by the Board of Directors in its sole discretion, and shall be so
determined at the time or times (which time or times may differ from Class to
Class) prescribed or approved by the Board of Directors in its sole discretion.

(b) The net asset value of each Share of a particular Class, for the
purpose of the issue, redemption or repurchase of such Share, shall be
determined in accordance with any applicable provision of the Investment
Company Act of 1940, any applicable rule, regulation or order of the Securities
and Exchange Commission thereunder, and any applicable rule or regulation made
or adopted by any securities association registered under the Securities
Exchange Act of 1934.

(c) All Shares now or hereafter authorized shall be subject to
redemption and redeemable at the option of the stockholder in the sense used in
the General Laws of the State of Maryland authorizing the formation of the
corporations. Each holder of a Share of any Class

8
<PAGE> 9

upon request to the Corporation accompanied by surrender of the appropriate
stock certificate or certificates in proper form for transfer shall be entitled
to require the Corporation to redeem all or any part of the Shares of that
Class standing in the name of such holder on the books of the Corporation at a
redemption price per Share equal to the net asset value per Share of that Class
determined in accordance with subsection (a) of this Section 2.

(d) Notwithstanding subsection (c) of this Section 2 the Board of
Directors of the Corporation may suspend the right of the holders of Shares of
any or all Classes to require the Corporation to redeem such Shares or may
suspend any voluntary purchase of such Shares:

(i) for any period (A) during which the New York Stock Exchange is
closed other than customary week-end and holiday closings, or (B) during
which trading on the New York Stock Exchange is restricted;

(ii) for any period during which an emergency, as defined by the
rules of the Securities and Exchange Commission or any successor thereto,
exists as a result of which (A) disposal by the Corporation of securities
owned by it and belonging to the affected Class or Classes is not
reasonably practicable, or (B) it is not reasonably practicable for the
Corporation fairly to determine the value of the net assets of the
affected Class or Classes; or

(iii) for such periods as the Securities and Exchange Commission
or any successor thereto may by order permit for the protection of
stockholders of the Corporation.

(e) All Shares now or hereafter authorized shall be subject to
redemption and redeemable at the option of the Corporation. The Board of
Directors may by resolution from

9
<PAGE> 10

time to time authorize the Corporation to require the redemption of all or any
part of the outstanding Shares of any Class upon the sending of written notice
thereof to each stockholder any of whose Shares are so redeemed and upon such
terms and conditions as the Board of Directors shall deem advisable, out of
funds legally available therefor, at net asset value per Share of that Class
determined in accordance with subsection (a) of this Section 2 and to take all
other steps deemed necessary or advisable in connection therewith.

(f) The Board of Directors may by resolution from time to time
authorize the purchase by the Corporation, either directly or through an agent,
of Shares of any Class upon such terms and conditions and for such
consideration as the Board of Directors shall deem advisable out of funds
legally available therefor at prices per Share not in excess of the net asset
value per Share of that Class determined in accordance with subsection (a) of
this Section 2 and to take all other steps deemed necessary or advisable in
connection therewith.

(g) Except as otherwise permitted by the Investment Company Act of
1940, payment of the redemption price of Shares of any Class surrendered to the
Corporation for redemption pursuant to the provisions of subsection (c) or (e)
of this Section 2 or for purchase by the Corporation pursuant to the provisions
of subsection (f) of this Section 2 shall be made by the Corporation within
seven days after surrender of such Shares to the Corporation for such purpose.
Any such payment may be made in whole or in part in portfolio securities or in
cash, as the Board of Directors shall deem advisable, belonging to such Class
and no stockholder shall have the right, other than as determined by the Board
of Directors, to have his Shares redeemed in portfolio securities.

10
<PAGE> 11

(h) In the absence of any specification as to the purposes for which
Shares are redeemed or repurchased by the Corporation, all Shares so redeemed
or repurchased shall be deemed to be acquired for retirement in the sense
contemplated by the laws of the State of Maryland. Shares of any Class retired
by repurchase or redemption shall thereafter have the status of authorized but
unissued Shares of that Class.

Section 3. Notwithstanding any provision of law requiring action to
be taken or authorized by the affirmative vote of the holders of a designated
proportion greater than a majority of the outstanding Shares of all Classes or
of the outstanding Shares of a particular Class or Classes, as the case may be,
such action shall be valid and effective if taken or authorized by the
affirmative vote of the holders of a majority of the total number of Shares of
all Classes or of the total number of Shares of such Class or Classes, as the
case may be, outstanding and entitled to vote thereupon pursuant to the
provisions of these Articles of Incorporation.

Section 4. No holder of Shares of any Class shall, as such holder,
have any preemptive right to purchase or subscribe for any Shares of that or
any other Class which the Corporation may issue or sell (whether out of the
number of Shares authorized by the Articles of Incorporation, or out of any
Shares acquired by the Corporation after the issue thereof, or otherwise).

Section 5. All persons who shall acquire Shares in the Corporation
shall acquire the same subject to the provisions of these Articles of
Incorporation.

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<PAGE> 12

ARTICLE VI

Directors

The number of directors of the Corporation shall be eleven, and the
names of those who shall act as such until the next annual meeting and until
their successors are duly elected and qualify are as follows:

Ronald Clayton
Roy G. Green
Francis P. Jenkins, Jr.
Fred L. Langford
Lorraine Legg
William B. O'Connell
Paul E. Rogers, Jr.
Ira O. Scott, Jr.
Leonard Shane
Norman Strunk
James M. Walsh

However, the Bylaws of the Corporation may fix the number of directors at a
number other than eleven and may authorize the Board of Directors, by the vote
of a majority of the entire Board of Directors, to increase or decrease the
number of directors within a limit specified in the Bylaws, provided that in no
case shall the number of directors be less than three, and to fill the
vacancies created by any such increase in the number of directors. Unless
otherwise provided by the Bylaws of the Corporation, the directors of the
Corporation need not be stockholders.

The Bylaws of the Corporation may divide the directors of the
Corporation into classes and prescribe the tenure of office of the several
classes; but no class shall be elected for a period shorter than that from the
time of the election of such class until the next annual meeting and thereafter
for a period shorter than the interval between annual meetings or for a longer
period than five years, and the term of office of at least one class shall
expire each year.

12
<PAGE> 13

ARTICLE VII

Miscellaneous

The following provisions are inserted for the management of the
business and for the conduct of the affairs of the Corporation, and for
creating, defining, limiting and regulating the powers of the Corporation, the
directors and the stockholders.

Section 1. The Board of Directors shall have the management and
control of the property, business and affairs of the Corporation and is hereby
vested with all the powers possessed by the Corporation itself so far as is not
inconsistent with law or these Articles of Incorporation. In furtherance and
without limitation of the foregoing provisions, it is expressly declared that,
subject to these Articles of Incorporation, the Board of Directors shall have
power:

(a) To make, alter, amend or repeal from time to time the Bylaws of
the Corporation except as such power may otherwise be limited in the Bylaws.

(b) To issue Shares of any Class of the Corporation.

(c) To authorize the purchase of Shares of any Class in the open
market or otherwise, at prices not in excess of the net asset value for Shares
of that Class determined in accordance with subsection (a) of Section 2 of
Article V hereof, provided the Corporation has assets legally available for
such purpose, and to pay for such Shares in cash, securities or other assets
then held or owned by the Corporation.

(d) To declare and pay dividends and distributions from funds
legally available therefor on Shares of such Class or Classes, in such amounts,
if any, and in such manner (including declaration by means of a formula or
other similar method of determination whether

13
<PAGE> 14

or not the amount of the dividend or distribution so declared can be calculated
at the time of such declaration) and to the stockholders of record as of such
date, as the Board of Directors may determine.

(e) To take any and all action necessary or appropriate to maintain
a constant net asset value per Share for Shares of any Class.

Section 2. Any determination made in good faith and, so far as
accounting matters are involved, in accordance with generally accepted
accounting principles by or pursuant to the direction of the Board of
Directors, shall be final and conclusive, and shall be binding upon the
Corporation and all holders of Shares, past, present and future, of each Class
and Shares are issued and sold on the condition and undertaking, evidenced by
acceptance of certificates for such Shares by, or confirmation of such Shares
being held for the account of, any stockholder, that any and all such
determinations shall be binding as aforesaid.

Nothing in this Section 2 shall be construed to protect any director
or officer of the Corporation against any liability to the Corporation or its
stockholders to which he would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his office.

Section 3. The directors of the Corporation may receive
compensation for their services, subject, however, to such limitations with
respect thereto as may be determined from time to time by the stockholders.

Section 4. Except as required by law the holders of Shares shall
have only such right to inspect the records, documents, accounts and books of
the Corporation as may be granted by the Board of Directors of the Corporation.

14
<PAGE> 15

Section 5. Any vote authorizing liquidation of the Corporation or
proceedings for its dissolution may authorize the Board of Directors to
determine, as provided herein, or if provision is not made herein, in
accordance with generally accepted accounting principles, what constitute the
assets belonging to each Class available for distribution to stockholders of
that Class and may divide, or authorize the Board of Directors to divide, such
assets among the stockholders of that Class in such manner that every
stockholder will receive a proportionate amount of the value of such assets
(determined as aforesaid) belonging to such Class upon such liquidation or
dissolution.

ARTICLE VIII

Amendments

The Corporation reserves the right from time to time to amend, alter
or repeal any of the provisions of these Articles of Incorporation (including
any amendment that changes the terms of any of the outstanding Shares by
classification, reclassification or otherwise) and to add or insert any other
provisions that may under the statutes of the State of Maryland at the time in
force, be lawfully contained in articles of incorporation, and all rights at
any time conferred upon the stockholders of the Corporation by these Articles
of Incorporation are subject to the provisions of this Article VIII.

The term "Articles of Incorporation" as used herein and in the Bylaws
of the Corporation shall be deemed to mean these Articles of Incorporation as
from time to time amended and restated.

15
<PAGE> 16

4. The foregoing provisions of these Articles of Amendment and
Restatement set forth in Paragraph 3 hereof are all the provisions of the
Corporation's Articles of Incorporation as currently in effect and as amended
by Paragraph 2 hereof.

5. The amendment set forth in Paragraph 2 hereof and these Articles
of Amendment and Restatement have been advised and duly approved by at least a
majority of the entire Board of Directors, and duly approved by the sole
stockholder of the Corporation.

6. Except as set forth in Paragraph 2 hereof, the Corporation's
Articles of Incorporation are not amended by these Articles of Amendment and
Restatement.

7. The current post office address of the principal office the
Corporation in the State of Maryland is: c/o The Corporation Trust
Incorporated, 32 South Street, Baltimore, Maryland 21202.

8. The name of the Corporation's current resident agent is The
Corporation Trust Incorporated, and its post office address is 32 South Street,
Baltimore, Maryland 21202.

9. The number of directors of the Corporation is eleven and the
names of those currently in office are:

Ronald Clayton
Roy G. Green
Francis P. Jenkins, Jr.
Fred L. Langford
Lorraine Legg
William B. O'Connell
Paul E. Rogers, Jr.
Ira O. Scott, Jr.
Leonard Shane
Norman Strunk
James M. Walsh

16
<PAGE> 17

IN WITNESS WHEREOF, the Corporation executes these Articles of
Amendment and Restatement on the 9th day of November, 1982.

LIQUIDITY FUND FOR THRIFTS, INC.

By: /s/ DAVID P. SLOTERBECK, JR.
-----------------------------
David P. Sloterbeck, Jr.
Vice President

Attest: /s/ MICHAEL G. ZEISS
--------------------
Michael G. Zeiss,
Secretary

I acknowledge this document to be the act of the Corporation, and state
that, to the best of my knowledge, information and belief, all matters and
facts herein are true in all material respects and that this statement is made
under the penalties for perjury.

November 9, 1982

/s/ DAVID P. SLOTERBECK, JR.
----------------------------
David P. Sloterbeck, Jr.

<PAGE> 1

EXHIBIT 1.(b)

ARTICLE SUPPLEMENTARY
to
ARTICLES OF AMENDMENT AND RESTATEMENT

OF ARTICLES OF INCORPORATION
of
LIQUIDITY FUND FOR THRIFTS, INC.

THIS IS TO CERTIFY that LIQUIDITY FUND FOR THRIFTS, INC., a Maryland
corporation having its principal office in Baltimore City, Maryland
(hereinafter called the "Corporation"), hereby certifies to the State
Department of Assessments and Taxation of Maryland, that:

FIRST: The Board of Directors of the Corporation, at a meeting duly
convened and held on November 1, 1983, adopted a resolution (a) reclassifying
500,000,000 authorized and unissued Short-Term Portfolio Shares of the par
value of $.001 each as a separate class of shares of the Corporation's common
stock designated "Mortgage Securities Performance Portfolio Shares" of the par
value of $.001 each, and (b) setting and establishing the preferences,
conversion or other rights, voting powers, restrictions, limitations as to
dividends, qualifications, or terms or conditions of redemption of the class of
Mortgage Securities Performance Portfolio Shares as those set forth for a Class
of Shares of the Corporation in the Corporation's Articles of Amendment and
Restatement of Articles of Incorporation.

SECOND: The shares aforesaid have been duly classified or reclassified
by the Board of Directors pursuant to authority and power contained in the
Articles of Amendment and Restatement of Articles of Incorporation of the
Corporation.
<PAGE> 2

IN WITNESS WHEREOF, LIQUIDITY FUND FOR THRIFTS, INC. has caused these
Articles Supplementary to be signed in its named and on its behalf by one of
its Vice Presidents and witnessed by one of its Assistant Secretaries, and each
of said officers of the Corporation has also acknowledged these Articles
Supplementary to be the Corporate act of the Corporation and has stated under
penalties of perjury that to the best of such officer's knowledge, information
and belief the matters and facts set forth with respect to approval are true in
all material respects, all on November 1, 1983.

LIQUIDITY FUND FOR THRIFTS, INC.

By /s/ Theresa A. Havell
----------------------------
Theresa A. Havell,
Vice President

Witness:

/s/ Cynthia L. Frombach
- ----------------------------
Cynthia L. Frombach,
Assistant Secretary

<PAGE> 1

EXHIBIT 1.(c)

FORM OF
ARTICLES OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
LIQUIDITY FUND FOR THRIFTS, INC.

1. Pursuant to Section 2-604 of the Maryland General Corporation
Law, Liquidity Fund for Thrifts, Inc. (the "Corporation") desires to amend its
Articles of Incorporation as hereinafter set forth.

2. The Corporation hereby amends Article II of its Articles of
Incorporation to change the Fund's name to "Asset Management Fund for Savings
Institutions, Inc.", so that, as so amended, Article II reads in its entirety
as follows:

ARTICLE II

The name of the corporation (hereinafter called the
"Corporation") is: Asset Management Fund for Savings
Institutions, Inc.

3. The Corporation hereby amends Article V of its Articles of
Incorporation by amending the second sentence of Section 1(a) thereof to change
the designations of its classes of common stock known as "Short-Term Portfolio
Shares" and "Intermediate-Term Portfolio Shares" to "Short-Term Liquidity
Portfolio Shares" and "Intermediate-Term Liquidity Portfolio Shares",
respectively, so that, as so amended, such sentence reads as follows:

The Shares are initially divided into two classes, one
consisting of 5,000,000,000 "Short-Term Liquidity Portfolio
Shares" and one consisting of 1,000,000,000 "Intermediate-Term
Liquidity Portfolio Shares" (the class of Short-Term Liquidity
Portfolio Shares and the class of Intermediate-Term Liquidity
Portfolio
<PAGE> 2

Shares, together with any further class or classes of Shares
from time to time created by the Board of Directors, being
herein referred to individually as a "Class" and collectively
as "Classes").

4. The amendments set forth in Paragraphs 2 and 3 hereof have
been duly advised by the Board of Directors, and duly approved by the
stockholders of the Corporation.

IN WITNESS WHEREOF, the Corporation executes these Articles of
Amendment on the __________ day of January, 1984.

LIQUIDITY FUND FOR THRIFTS, INC.

By
----------------------------

Attest:
----------------------------

I acknowledge this document to be the act of the Corporation, and
state that, to the best of my knowledge, information and belief, all matters
and facts herein are true in all material respects and that this statement is
made under the penalties for perjury. January ___ , 1984

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

<PAGE> 1

EXHIBIT 1.(d)
ARTICLES SUPPLEMENTARY

ARTICLES OF AMENDMENT AND RESTATEMENT

OF ARTICLES OF INCORPORATION

ASSET MANAGEMENT FUND FOR SAVINGS INSTITUTIONS, INC.

THIS IS TO CERTIFY that ASSET MANAGEMENT FUND FOR SAVINGS INSTITUTIONS,
INC., a Maryland corporation having its principal office in Baltimore City,
Maryland (hereinafter called the "Corporation"), hereby certifies to the State
Department of Assessments and Taxation of Maryland, that:

FIRST: The Board of Directors of the Corporation, at a meeting duly
convened and held on August 16, 1986, adopted a resolution (a) reclassifying
500,000,000 authorized and unissued Intermediate-Term Liquidity Portfolio
Shares of the par value of $.001 each as a separate class of shares of the
Corporation's common stock designated "Corporate Bond Portfollio Shares" of the
par value of $.001 each, and (b) setting and establishing the preferences,
conversion or other rights, voting powers, restrictions, limitations as to
dividends, qualifications, or terms or conditions of redemption of the class of
Corporate Bond Portfolio Shares as those set forth for a Class of Shares of the
Corporation in the Corporation's Articles of Amendment and Restatement of
Articles of Incorporation.

<PAGE> 2
SECOND: The shares aforesaid have been duly classified or reclassified
by the Board of Directors pursuant to authority and power contained in the
Articles of Amendment and Restatement of Articles of Incorporation of the
Corporation.

IN WITNESS WHEREOF, ASSET MANAGEMENT FUND FOR SAVINGS INSTITUTIONS,
INC. has caused these Articles Supplementary to be signed in its name and on
its behalf by its President and Witnessed by one of its Assistant Secretaries,
and each of said officers of the Corporation has also acknowledged these
Articles Supplementary to be the Corporate act of the Corporation and has
stated under penalties of perjury that to the best of such officers' knowledge,
information and belief the matters and facts set forth with respect to approval
are true in all material respects, all on August 16, 1986.

ASSET MANAGEMENT FUND FOR
SAVINGS INSTITUTIONS, INC.

By: /s/ Donald R. Maag
------------------------
Donald R. Maag,
President

Witness:

/s/ Dolores C. Pufunt
- ---------------------------
Dolores C. Pufunt,
Assistant Secretary

<PAGE> 1

EXHIBIT 1.(e)

Articles of Amendment
of
Articles of Incorporation
of
Asset Management Fund for Savings Institutions, Inc.

1. Pursuant to Section 2-604 of the Maryland General Corporation
Law, Asset Management Fund for Savings Institutions, Inc. (the "Corporation")
desires to amend its Articles of Incorporation as hereinafter set forth.

2. The Corporation hereby amends Article VII of its Articles of
Incorporation by adding to such Article VII a new Section 6 so that, as
amended, said Article VII, Section 6 shall read as follows:

"Section 6. A director or officer of the Corporation shall
not be liable to the Corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director or
officer, except to the extent such exemption from liability or
limitation thereof is not permitted by law (including the
Investment Company Act of 1940) as currently in effect or as
the same may hereafter be amended. No amendment, modification
or repeal of this Section 6 shall adversely affect any right
or protection of a director or officer that exists at the time
of such amendment, modification or repeal."

3. The amendment set forth in paragraph 2 hereof has been duly
advised by the Board of Directors and approved by the stockholders of the
Corporation.

<PAGE> 2

IN WITNESS WHEREOF, the Corporation executes these Articles of
Amendment on the 4th day of May, 1989.

ASSET MANAGEMENT FUND FOR
SAVINGS INSTITUTIONS, INC.

By: /s/ Donald R. Maag
---------------------
Donald R. Maag
President

Attest: /s/ Dolores C. Pufunt
---------------------------
Dolores C. Pufunt
Assistant Secretary

I acknowledge this document to be the act of the Corporation,
and state that, to the best of my knowledge, information and belief, all
matters and facts herein are true and that this is made under the penalties
for perjury.

Dated: May 4, 1989

/s/ Donald R. Maag
-------------------------
Donald R.Maag
President

<PAGE> 1
EXHIBIT 1.(f)

ARTICLES OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
ASSET MANAGEMENT FUND FOR SAVINGS INSTITUTIONS, INC.

1. Pursuant to Section 2-604 of the Maryland General Corporation Law,
Asset Management Fund for Savings Institutions, Inc. (the "Corporation")
desires to amend its Articles of Incorporation as hereinafter set forth.

2. The Corporation hereby amends Article II of its Articles of
Incorporation to change the Fund's name to "Asset Management Fund for Financial
Institutions, Inc." so that as amended, said Article II shall read as follows:

ARTICLE II

The name of the corporation (hereinafter called the "Corporation")
is: Asset Management Fund for Financial Institutions, Inc.

3. The amendment set forth in paragraph 2 hereof has been advised by
the Board of Directors and duly approved by the stockholders of the
Corporation.

<PAGE> 2

IN WITNESS WHEREOF, the Corporation executes these Articles of
Amendment on the 23rd day of February, 1990.

ASSET MANAGEMENT FUND FOR
SAVINGS INSTITUTIONS, INC.

By:/s/ Edward E. Sammons, Jr.
--------------------------
Edward E. Sammons, Jr.
Vice President

Attest:/s/ Dolores C. Pufunt
---------------------
Dolores C. Pufunt, Secretary

/s/ Edward E. Sammons, Jr.
-------------------------
Edward E. Sammons, Jr.
Vice President

<PAGE> 1

EXHIBIT 1.(g)

ARTICLES SUPPLEMENTARY
to
ARTICLES OF AMENDMENT AND RESTATEMENT
OF ARTICLES OF INCORPORATION
of
ASSET MANAGEMENT FUND FOR FINANCIAL INSTITUTIONS, INC.

THIS IS TO CERTIFY that ASSET MANAGEMENT FUND FOR FINANCIAL
INSTITUTIONS, INC., a Maryland corporation having its principal office in
Baltimore City, Maryland (hereinafter called the "Corporation"), hereby
certifies to the State Department of Assessments and Taxation of Maryland,
that:

FIRST: The Board of Directors of the Corporation, at a meeting duly
convened and held on June 28, 1991, adopted a resolution (a) reclassifying
500,000,000 authorized and unissued Short-Term Portfolio Shares of the par
value of $.001 each as a separate class of shares of the Corporation's common
stock designated "Adjustable Rate Mortgage (ARM) Portfolio Shares" of the par
value of $.001 each, and (b) setting and establishing the preferences,
conversion or other rights, voting powers, restrictions, limitations as to
dividends, qualifications, or terms or conditions of redemption of the class of
Adjustable Rate Mortgage (ARM) Portfolio Shares as those set forth for a Class
of Shares of the Corporation in the Corporation's Articles of Amendment and
Restatement of Articles of Incorporation.

SECOND: The shares aforesaid have been duly classified or
reclassified by the Board of Directors pursuant to authority and power
contained in the Articles of Amendment and Restatement of Articles of
Incorporation of the Corporation.

IN WITNESS WHEREOF, ASSET MANAGEMENT FUND FOR FINANCIAL INSTITUTIONS,
INC. has caused these Articles Supplementary to be signed in its name and on
its behalf by one of its Vice Presidents and witnessed by its Secretary, and
each of said officers of the Corporation has also acknowledged these Articles
Supplementary to be the
<PAGE> 2

Corporate act of the Corporation and has stated under penalties of perjury that
to the best of such officer's knowledge, information and belief the matters and
facts set forth with respect to approval are true in all material respects, all
on June 28, 1991.

ASSET MANAGEMENT FUND FOR
FINANCIAL INSTITUTIONS, INC.

By: /s/ Edward E. Sammons, Jr.
--------------------------
Edward E. Sammons, Jr.
Vice President

Witness:

/s/ Dolores C. Pufunt
- -------------------------
Dolores C. Pufunt,
Secretary

Dated: July 1, 1991

<PAGE> 1

EXHIBIT 1.(h)

FORM OF
ASSET MANAGEMENT FUND FOR FINANCIAL INSTITUTIONS, INC.

ARTICLES OF AMENDMENT

ASSET MANAGEMENT FUND FOR FINANCIAL INSTITUTIONS, INC., a Maryland
corporation (the "Corporation"), hereby certifies to the State Department of
Assessments and Taxation of Maryland, that:

1. Pursuant to Section 2-604 of the Maryland General Corporation
Law, the Corporation desires to amend its Charter as
hereinafter set forth.

2. The Corporation hereby amends Article II of its Articles of
Incorporation to change the Corporation's name to "Asset
Management Fund, Inc." so that as amended, Article II reads in
its entirety as follows:

ARTICLE II

The name of the corporation (hereinafter called the
"Corporation") is: Asset Management Fund, Inc.

3. The Corporation hereby amends its Charter to change the
designation of the class of shares of the Corporation
designated by Articles of Amendment filed on January 16, 1984
as the "Short-Term Liquidity Portfolio Shares" to the "Money
Market Portfolio Shares."

4. The Corporation hereby amends its Charter to change the
designation of the class of shares of the Corporation
designated by Articles of Amendment filed on January 16, 1984
as the "Intermediate-Term Liquidity Portfolio Shares" to the
"Short U.S. Government Securities Portfolio Shares."

5. The Corporation hereby amends its Charter to change the
designation of the class of shares of the Corporation
designated by Articles Supplementary to the Articles of
Incorporation filed on November 1, 1983 as the "Mortgage
Securities Performance Portfolio Shares" to the "U.S.
Government Mortgage Securities Portfolio Shares."

6. The Amendments set forth in Paragraphs 2 through 5 hereof have
been advised by the Board of Directors and duly approved by
the stockholders entitled to vote thereon.
<PAGE> 2

IN WITNESS WHEREOF, ASSET MANAGEMENT FUND FOR FINANCIAL INSTITUTIONS,
INC. has caused these Articles of Amendment to be signed in its name and on its
behalf by its President and witnessed by its Secretary, and each of said
officers of the Corporation has also acknowledged these Articles of Amendment
to be the corporate act of the Corporation and has stated under penalties of
perjury that to the best of such officer's knowledge, information and belief
the matters and facts set forth with respect to authorization and approval are
true in all material respects, all on August ___, 1994.

ASSET MANAGEMENT FUND FOR
FINANCIAL INSTITUTIONS, INC.

By:
------------------------
Rodger D. Shay
President

Witness:

- ------------------------------
Edward E. Sammons, Jr.
Secretary

Dated: ______________, 1994

<PAGE> 1
EXHIBIT 1.(i)

ASSET MANAGEMENT FUND FOR FINANCIAL INSTITUTIONS, INC.

ARTICLES OF AMENDMENT

ASSET MANAGEMENT FUND FOR FINANCIAL INSTITUTIONS, INC., a Maryland
corporation (the "Corporation"), hereby certifies to the State Department of
Assessments and Taxation of Maryland that:

1. Pursuant to Section 2-604 of the Maryland General Corporation
Law, the Corporation desires to amend its Charter as
hereinafter set forth.

2. The Corporation hereby amends Article II of its Articles of
Incorporation to change the Corporation's name to "Asset
Management Fund, Inc." so that, as amended, Article II reads
in its entirety as follows:

ARTICLE II

The name of the corporation (hereinafter called the
"Corporation") is: Asset Management Fund, Inc.

6. The Amendments set forth in Paragraphs 2 through 5 hereof have
been advised by the Board of Directors and duly approved by
the stockholders entitled to vote thereon.
<PAGE> 2

IN WITNESS WHEREOF, ASSET MANAGEMENT FUND FOR FINANCIAL INSTITUTIONS,
INC. has caused these Articles of Amendment to be signed in its name and on its
behalf by its Vice President and witnessed by its Assistant Secretary, and each
of said officers of the Corporation has also acknowledged these Articles of
Amendment to be the corporate act of the Corporation and has stated under
penalties of perjury that to the best of such officer's knowledge, information
and belief the matters and facts set forth with respect to authorization and
approval are true and correct in all material respects, all on September 26,
1994.

ASSET MANAGEMENT FUND FOR
FINANCIAL INSTITUTIONS, INC.

By: /s/ Edward E. Sammons, Jr.
--------------------------
Edward E. Sammons, Jr.
Vice President

Witness:

/s/Doris J. Pavel
Doris J. Pavel
Assistant Secretary

Dated: September 26, 1994

<PAGE> 1
EXHIBIT 2.(g)

(As amended through September 20, 1991)

BY-LAWS
ASSET MANAGEMENT FUND FOR FINANCIAL INSTITUTIONS, INC.

ARTICLE I

Stockholders

Section l. Place of Meeting. All meetings of the stockholders
shall be held at the principal office of the Corporation in the State of
Maryland or at such other place within the United States as may from time to
time be designated by the Board of Directors and stated in the notice of such
meeting.

Section 2. Annual Meetings. Annual meetings of the stockholders
of the corporation shall be held in the month of April of each year, on such
date and at such hour as may from time to time be designated by the Board of
Directors and stated in the notice of such meeting, for the transaction of such
business as may properly be brought before the meeting; provided, however, that
an annual meeting of stockholders shall not be required to be held in which
none of the following is required to be acted on by stockholders pursuant to
the Investment Company Act of 1940: election of directors; approval of the
investment advisory agreement; ratification of selection of independent public
accountants; and approval of a distribution agreement.1

- ---------------
1 Amended on August 26, 1987.

<PAGE> 2

Section 3. Special Meetings. Special meetings of the stockholders
may be called for any purpose or purposes by the Chairman of the Board, the
President or a majority of the Board of Directors, and shall be called by the
Secretary upon receipt of a request in writing signed by one or more
stockholders holding not less than 10% of the shares of common stock ("Shares")
of all classes issued and outstanding and entitled to vote thereat. Such
request shall state the purpose or purposes of the proposed meeting and the
matters proposed to be acted upon thereat. The Secretary shall inform such
stockholders of the reasonably estimated costs of preparing and mailing such
notice of meeting and upon payment to the Corporation of such costs, the
Secretary shall give notice stating the purpose or purposes of the meeting as
required in this Article I to all stockholders entitled to notice of such
meeting. No special meeting need be called upon the request of the holders of
Shares entitled to cast less than a majority of all votes entitled to be cast
at such meeting to consider any matter which is substantially the same as a
matter voted upon at any special meeting of stockholders held during the
preceding twelve months.2

Section 4. Notice of Meetings of Stockholders; Waiver of Notice.
Not less than ten days' and not more than ninety days' written or printed
notice of every meeting of stockholders, stating the time and place thereof
(and the general nature of the business proposed to be transacted at any
special meeting), shall be given by the Secretary to each stockholder entitled
to vote thereat by leading the same with him or at his residence or usual place
of business or by mailing it, postage prepaid, and addressed to him at his
address as it appears

- ---------------
2 Amended on September 20, 1991.

2
<PAGE> 3

upon the books of the Corporation. If mailed, notice shall be deemed to be
given when deposited in the United States mail addressed to the stockholder as
aforesaid.

No notice of the time, place or purpose of any meeting or
stockholders need be given to any stockholder who attends in person or by proxy
or to any stockholder who, in writing executed and filed with the records of
the meeting, either before or after the holding thereof, waives such notice.
When a meeting is adjourned to another time and place, unless after the
adjournment the Board of Directors shall fix a new record date for any
adjourned meeting, or the adjournment is for more than 120 days after the
original record date, notice of such adjourned meeting need not be given if the
time and place to which the meeting shall be adjourned is announced at the
meeting at which the adjournment is taken.

Section 5. Record Dates. The Board of Directors may fix, in
advance, a date not exceeding ninety days preceding the date of any meeting of
stockholders, any dividend payment date or any date for the allotment of
rights, as a record date for the determination of the stockholders entitled to
notice of and to vote at such meeting or entitled to receive such dividends or
be allotted such rights, as the case may be; and only stockholders of record on
such date shall be entitled to notice of and to vote at such meeting or to
receive such dividends or rights, as the case may be. In the case of a meeting
of stockholders, such date shall not be less than ten days prior to the date
fixed for such meeting.

Section 6. Quorum and Adjournment of Meetings. The presence in
person or by proxy of the holders of record of one-third of the Shares of all
classes issued and outstanding and entitled to vote thereat shall constitute a
quorum for the transaction of any business at all meetings of the stockholders
except as otherwise provided by law or in the

3
<PAGE> 4

Articles of Incorporation or these Bylaws and except that where the holders of
Shares of any class are entitled to a separate vote as a class (a "Separate
Class") or where the holders of Shares of two or more (but not all) classes are
required to vote as a single class (a "Combined Class"), the presence in person
or by proxy of the holders of record of one-third of the Shares of that
Separate Class or Combined Class, as the case may be, issued and outstanding
and entitled to vote thereat shall constitute a quorum for such vote. If,
however, a quorum with respect to all classes, a Separate Class or a Combined
Class, as the case may be, shall not be present or represented at any meeting
of the stockholders, the stockholders of a majority of the Shares of all
classes, such Separate Class or such Combined Class, as the case may be, in
person or by proxy and entitled to vote shall have power to adjourn the meeting
from time to time as to all classes, such Separate Class or such Combined
Class, as the case may be, without notice other than announcement at the
meeting, until the requisite number of Shares entitled to vote at such meeting
shall be present. At such adjourned meeting at which the requisite number of
Shares entitled to vote thereat shall be represented any business may be
transacted which might have been transacted at the meeting as originally
notified. The absence from any meeting of holders of the number of Shares in
excess of one-third of the Shares of all classes or of the affected class or
classes, as the case may be, which may be required by the laws of the State of
Maryland, the Investment Company Act of 1940 or any other applicable law, the
Articles of Incorporation, or these Bylaws, for action upon any given matter
shall not prevent action of such meeting upon any other matter or matters which
may properly come before the meeting, if there shall be present thereat, in
person or by proxy, holders of the number of Shares required for action in
respect of such other matter or matters.

4
<PAGE> 5

Section 7. Voting and Inspectors. Except as otherwise provided by
statute or the Articles of Incorporation, at all meetings stockholders of
record entitled to vote thereat shall have one vote for each Share, without
regard to class, standing in his name on the books of the Corporation (and such
stockholders of record holding fractional Shares, if any, shall have
proportionate voting rights) on the date for the determination of stockholders
entitled to vote at such meeting, either in person or by proxy appointed by
instrument in writing subscribed by such stockholder or his duly authorized
attorney. No proxy shall be valid after the expiration of eleven months from
the date thereof, unless otherwise provided in the proxy. Every proxy shall be
revocable at the pleasure of the stockholder executing it, except in those
cases where such proxy states that it is irrevocable and where an irrevocable
proxy is permitted by law.

All elections shall be had and all questions decided by a majority
of the votes cast, without regard to class, at a duly constituted meeting,
except as otherwise provided by law or by the Articles of Incorporation or by
these Bylaws and except that with respect to a question as to which the holders
of Shares of any class or classes are entitled or required to vote as a
Separate Class or a Combined Class, as the case may be, such question shall be
decided as to such Separate Class or such Combined Class, as the case may be,
by a majority of the votes cast by Shares of such Separate Class or such
Combined Class, as the case may be. If a vote shall be taken on any question
other than the election of Directors, which shall be by written ballot, then
unless required by statute or these Bylaws, or determined by the Chairman of
the meeting to be advisable, any such vote need not be by ballot. On a vote by
ballot, each ballot shall be signed by the stockholder voting, or by his proxy,
if there be such proxy, and shall state the number of shares voted.

5
<PAGE> 6

At any election of Directors, the Board of Directors in advance of
the meeting may, or, if they have not so acted, the Chairman of the meeting
may, and upon the request of the holders of ten percent (10%) of the Shares of
all classes entitled to vote at such election shall, appoint two inspectors of
election who shall first subscribe an oath or affirmation to execute faithfully
the duties of inspectors at such election with strict impartiality and
according to the best of their ability, and shall after the election make a
certificate of the result of the vote taken. No candidate for the office of
Director shall be appointed such inspector.

Section 8. Consent of Stockholders in Lieu of Meeting. Except as
otherwise provided by law or the Articles of Incorporation, any action required
to be taken at any annual or special meeting of stockholders, or any action
which may be taken at any annual or special meeting of such stockholders, may
be taken without a meeting, without prior notice and without a vote, if the
following are filed with the records of stockholders' meetings: (i) a unanimous
written consent which sets forth the action and is signed by each stockholder
entitled to vote on the matter and (ii) a written waiver of any right to
dissent signed by each stockholder entitled to notice of the meeting but not
entitled to vote thereat.

Section 9. Conduct of Stockholders' Meetings. The meetings of the
stockholders shall be presided over by the Chairman of the Board (if one has
been designated by the Board), or if he is not present, by the President, or if
he is not present, by a Vice-President, or if none of them is present, by a
Chairman to be elected at the meeting. The Secretary, if present, shall act as
a Secretary of such meetings, or if he is not present, an Assistant Secretary
shall so act; if neither the Secretary nor the Assistant Secretary is present,
then the Chairman of the meeting shall appoint a Secretary.

6
<PAGE> 7

Section 10. Concerning Validity of Proxies, Ballots, etc. At
every meeting of the stockholders, all proxies shall be received and taken in
charge of and all ballots shall be received and canvassed by the Secretary of
the meeting, who shall decide all questions touching the qualification of
voters, the validity of the proxies and the acceptance or rejection of votes,
unless inspectors of election shall have been appointed by the Chairman of the
meeting, or by the Board of Directors in advance of such meeting, in which
event such inspectors of election shall decide all such questions.

Section 11. Communications of Stockholders. Whenever ten or
more stockholders of record who have been such for at least six months
preceding the date of application, and who hold in the aggregate Shares either
having a net asset value of at least $25,000 or constituting at least one
percent of the outstanding Shares of the Corporation, shall apply to the Board
of Directors in writing, stating that they wish to communicate with other
stockholders with a view to obtaining signatures to a request for a meeting to
consider removal of a Director and accompanied by a form of communication and
request that they wish to transmit, the Board of Directors shall within five
business days after receipt of such application either (a) afford to such
applicants access to a list of the names and addresses of all stockholders as
recorded on the books of the Corporation, or (b) inform such applicants as to
the number of stockholders of record and the approximate cost of mailing to the
stockholders of record the proposed communication and form of request. If the
Board of Directors elects to follow the course specified in subparagraph 11(b)
above, the Board of Directors, upon the written request of such applicants,
accompanied by a tender of the material to be mailed and of the reasonable
expenses of mailing, shall, with reasonable promptness, mail such material to
all stockholders

7
<PAGE> 8

of record at their addresses as recorded on the books of the Corporation.
Notwithstanding the foregoing, the Board of Directors may refuse to mail such
material on the basis and in accordance with the procedures set forth in the
last two paragraphs of Section 16(c) of the Investment Company Act of 1940.3

ARTICLE II

Board of Directors

Section 1. Number and Tenure of Office. The business and affairs
of the Corporation shall be conducted and managed by a Board of Directors of
not less than three nor more than thirteen Directors, as may be determined from
time to time by vote of a majority of the Directors then in office, except as
conferred on or reserved to the stockholders by law or the Articles of
Incorporation or these Bylaws. Directors need not be stockholders.4

Section 2. Vacancies. Subject to the requirements of the
Investment Company Act of 1940 and subject to Section 9 of this Article II, in
case of any vacancy in the Board of Directors through death, resignation or
other cause, other than an increase in the number of Directors, a majority of
the remaining Directors, even if such majority be less than a quorum, may by an
affirmative vote elect a successor to hold office until the next annual meeting
of stockholders or until his successor is chosen and qualifies.

Section 3. Increase or Decrease in Number of Directory. The Board
of Directors, by the vote of a majority of the entire Board, may increase the
number of Directors

- ---------------
3 Amended on September 20, 1991.

4 Amended on January 15, 1985.

8
<PAGE> 9

and, subject to Section 9 of this Article II, may elect Directors to fill the
vacancies created by any such increase in the number of Directors until the
next annual meeting of stockholders or until their successors are duly chosen
and qualified. The Board of Directors, by the vote of a majority of the entire
Board, may likewise decrease the number of Directors to a number not less than
three. No such action of the Board of Directors may affect the tenure of office
of any Director.

Section 4. Place of Meeting. The Directors may hold their
meetings, have one or more offices, and keep the books of the Corporation, at
any place inside or outside the State of Maryland, at any office or offices of
the Corporation or at any other place as they may from time to time by
resolution determine, or in the case of meetings, as they may from time to time
by resolution determine or as shall be specified or fixed in the respective
notices or waivers of notice thereof.

Section 5. Regular Meetings. Regular meetings of the Board of
Directors shall be held at such time and on such notice as the Directors may
from time to time determine.

The annual meeting of the Board of Directors shall be held as soon
as practicable after the annual meeting of the stockholders for the election of
Directors. No notice of such meeting shall be necessary if held immediately
after the adjournment and at the site of the meeting of stockholders.

Section 6. Special Meetings; Waiver of Notice. Special meetings
of the Board of Directors may be held from time to time upon call of the
Chairman of the Board, the President, the Secretary or two or more of the
Directors, by oral or telegraphic or written notice duly served on or sent or
mailed to each Director not less than one day before such meeting. No

9
<PAGE> 10

notice need be given to any Director who attends in person or to any Director
who, in writing executed and filed with the records of the meeting either
before or after the holding thereof, waives such notice. Such notice or waiver
of notice need not state the purpose or purposes of such meeting.

Section 7. Quorum. One-third of the Directors then in office
shall constitute a quorum for the transaction of business, provided that a
quorum shall in no case be less than two Directors. If at any meeting of the
Board of Directors there shall be less than a quorum present, a majority of
those present may adjourn the meeting from time to time until a quorum shall
have been obtained. The act of the majority of the Directors present at any
meeting at which there is a quorum shall be the act of the Directors, except as
may be otherwise specifically provided by law, the Articles of Incorporation or
these Bylaws.

Section 8. Executive Committee. The Board of Directors may, by
the affirmative vote of a majority of the whole Board of Directors, appoint
from the Directors an Executive Committee to consist of such number of
Directors (not less than three) as the Board may from time to time determine.
The Chairman of the Executive Committee shall be elected by the Board of
Directors. The Board of Directors by such affirmative vote shall have power at
any time to change the members of such Committee and may fill vacancies in such
Committee by election from the Directors. When the Board of Directors is not
in session, to the extent permitted by law the Executive Committee shall have
and may exercise any or all of the powers of the Board of Directors in the
management of the business and affairs of the Corporation. The Executive
Committee may fix its own rules of procedure, and may meet when and as provided
by such rules or by resolution of the Board of Directors, but in every case the
presence of a

10
<PAGE> 11

majority shall be necessary to constitute a quorum. During the absence of a
member of the Executive Committee, the remaining members may appoint a member
of the Board of Directors to act in his place.

Section 9. Nominating Committee of Disinterested Directors.
Commencing on the effective date of the Corporation's Registration Statement
filed pursuant to the Investment Company Act of 1940 and the Securities Act of
1933, the Directors who are not interested persons (as defined in the
Investment Company Act of 1940) of the Corporation shall, without any action by
the Board of Directors, constitute a Nominating Committee that has all the
powers of the Board of Directors in the selection and nomination for election
or appointment to the Board of Directors of Directors who are not interested
persons (as so defined) of the Corporation. The Chairman of the Nominating
Committee shall be elected by the Nominating Committee. The Nominating
Committee may fix its own rules of procedure and may meet when and as provided
by such rules.

Section 10. Other Committees. The Board of Directors, by the
affirmative vote of a majority of the whole Board of Directors, may appoint
from the Directors other committees which shall in each case consist of such
number of Directors (not less than two) and shall have and may exercise such
powers as the Board of Directors may determine in the resolution appointing
them. A majority of all the members of any such committee may determine its
action and fix the time and place of its meetings, unless the Board of
Directors shall otherwise provide. The Board of Directors shall have power at
any time to change the members and powers of any such committee, to fill
vacancies and to discharge any such committee.

11
<PAGE> 12

Section 11. Telephone Meetings. Members of the Board of
Directors or a committee of the Board of Directors may participate in a meeting
by means of a conference telephone or similar communications equipment if all
persons participating in the meeting can hear each other at the same time.
Participation in a meeting by these means constitutes presence in person at the
meeting.

Section 12. Action Without a Meeting. Any action required or
permitted to be taken at any meeting of the Board of Directors or any committee
thereof may be taken without a meeting, if a written consent to such action is
signed by all members of the Board or of such committee, as the case may be,
and such written consent is filed with the minutes of the proceedings of the
Board or committee.

Section 13. Compensation of Directors. No Director shall
receive any stated salary or fees from the Corporation for his services as such
if such Director is, otherwise than by reason of being such Director, an
interested person (as such term is defined by the Investment Company Act of
1940) of the Corporation or of its investment adviser, administrator or
principal underwriter, if any. Except as provided in the preceding sentence,
Directors shall be entitled to receive such compensation from the Corporation
for their services in such manner and such amounts as may from time to time be
voted by the Board of Directors.

ARTICLE III

Officers

Section 1. Executive Officers. The Executive officers of the
Corporation shall be chosen by the Board of Directors as soon as may be
practicable after the annual meeting of

12
<PAGE> 13

the stockholders. These may include a Chairman of the Board of Directors (who
shall be a Director) and one or more Vice-Presidents (the number thereof to be
determined by the Board of Directors) and shall include a President, a
Secretary and a Treasurer. The Board of Directors or the Executive Committee
may also in its discretion appoint Assistant Secretaries, Assistant Treasurers
and other officers, agents and employees, who shall have such authority and
perform such duties as the Board of Directors or the Executive Committee may
determine. The Board of Directors may fill any vacancy which may occur in any
office. Any two offices, except those of President and Vice-President, may be
held by the same person, but no officer shall execute, acknowledge or verify
any instrument in more than one capacity, if such instrument is required by law
or these Bylaws to be executed, acknowledged or verified by two or more
officers.5

Section 2. Term of Office. The term of office of all officers
shall be one year and until their respective successors are chosen and
qualified. Any officer may be removed from office at any time with or without
cause by the vote of a majority of the whole Board of Directors.

Section 3. Powers and Duties. The officers of the Corporation
shall have such powers and duties as generally pertain to their respective
offices, as well as such powers and duties as may from time to time be
conferred by the Board of Directors or the Executive Committee.

- ---------------
5 Amended on November 14, 1983.

13
<PAGE> 14

ARTICLE IV

Capital Stock

Section 1. Certificates for Shares. Each stockholder of the
Corporation shall be entitled to a certificate or certificates for the full
Shares of stock of the Corporation owned by him provided, however, that
certificates for fractional shares will not be delivered in any case, in such
form as the Board of Directors may from time to time prescribe, including
on its face the name of the Corporation, the name of the person to whom it is
issued, and the class of Shares and number of Shares it represents. The
certificate shall contain on its face or back either a full statement or
summary of the designations and any preferences, conversion and other rights,
voting powers, restrictions, limitations as to dividends, qualifications, and
terms and conditions of redemption of the Shares of each class which the
Corporation is authorized to issue or a statement that the Corporation will
furnish such statement or summary to any stockholder on request and without
charge. Each stock certificate issued shall be signed by the President, a
Vice-President or the Chairman of the Board and countersigned by the Secretary,
an Assistant Secretary, the Treasurer or an Assistant Treasurer. Such
signatures may be either manual or facsimile signatures. A certificate is
valid whether or not an officer who signed it is still an officer when it is
issued. Each certificate may be sealed with the actual seal of the Corporation
or a facsimile of it or in any other form.

Section 2. Transfer of Shares. Shares of any class shall be
transferable on the books of the Corporation by the holder thereof in person or
by his duly authorized attorney or legal representative, upon surrender and
cancellation of certificates, if any, for the same number of Shares of the same
class, duly endorsed or accompanied by proper instruments of assignment

14
<PAGE> 15
and transfer, with such proof of the authenticity of the signature as the
Corporation or its agents may reasonably require; in the case of Shares not
represented by certificates, the same or similar requirements may be imposed by
the Board of Directors.

Section 3. Stock Ledgers. The stock ledgers of the Corporation,
containing the names and addresses of the stockholders and the number of Shares
of each class held by them respectively, shall be kept at the principal offices
of the Corporation or, if the Corporation employs a Transfer Agent, at the
offices of the Transfer Agent of the Corporation. Such stock ledger may be in
written form or any other form capable of being converted into written form
within a reasonable time for visual inspection.

The Corporation shall be entitled to recognize the exclusive right
of a person registered on its books as the owner of Shares of a particular
class entitled to receive dividends on that class and to vote as such owner,
and shall not be bound to recognize any equitable or other claim to or interest
in such Shares on the part of any other person, whether or not it shall have
received express or other notice thereof, except as otherwise provided by the
laws of the State of Maryland.

Section 4. Lost, Stolen or Destroyed Certificates. The Board
of Directors or the Executive Committee may determine the conditions upon
which a new certificate of Shares of any class may be issued in place of a
certificate which is alleged to have been lost, stolen or destroyed; and may,
in its discretion, require the owner of such certificate or his legal
representative to give bond, with sufficient surety, to the Corporation and
each Transfer Agent, if any, to indemnify it and each Transfer Agent against
any and all loss or claims which may arise by reason of the issue of a new
certificate in the place of the one so lost, stolen or

15
<PAGE> 16

destroyed. Anything herein to the contrary notwithstanding, the Board of
Directors, in its absolute discretion, may refuse to issue any such new
certificate except pursuant to legal proceedings under the laws of the State of
Maryland.

Section 5. General Authority of the Board. The Board of Directors
may make such additional rules and regulations, not inconsistent with these
Bylaws, as it may deem expedient concerning the issue, transfer and
registration of certificates for Shares of any or all classes. It may appoint
one or more Transfer Agents or one or more transfer clerks and one or more
Registrars and may require all certificates for Shares of any or all classes to
bear the signature or signatures of any of them.

ARTICLE V

Corporate Seal

The Board of Directors may provide for a suitable corporate seal,
in such form and bearing such inscriptions as it may determine.

ARTICLE VI

Fiscal Year

The fiscal year of the Corporation shall begin on the first day of
November and shall end on the 31st day of October in each year.

16
<PAGE> 17

ARTICLE VII

Indemnification

The Corporation shall indemnify to the fullest extent permitted by
law (including the Investment Company Act of 1940) as currently in effect or as
the same may hereafter be amended, any person made or threatened to be made a
party to any action, suit or proceeding, whether criminal, civil,
administrative or investigative, by reason of the fact that such person or such
person's testator or intestate is or was a director, officer, employee or agent
of the Corporation or serves or served at the request of the Corporation any
other enterprise as a director, officer, employee or agent. To the fullest
extent permitted by law (including the Investment Company Act of 1940) as
currently in effect or as the same may hereafter be amended, expenses incurred
by any such person in defending any such action, suit or proceeding shall be
paid or reimbursed by the Corporation promptly upon receipt by it of an
undertaking of such person to repay such expenses if it shall ultimately be
determined that such person is not entitled to be indemnified by the
Corporation. The rights provided to any person by this Article VII shall be
enforceable against the Corporation by such person who shall be presumed to
have relied upon it in serving or continuing to serve as a director, officer,
employee or agent as provided above. No amendment of this Article VII shall
impair the rights of any person arising at any time with respect to events
occurring prior to such amendment. For purposes of this Article VII, the term
"Corporation" shall include any predecessor of the Corporation and any
constituent corporation (including any constituent of a constituent) absorbed
by the Corporation in a consolidation or merger; the term "other enterprise"
shall include any corporation, partnership, joint venture, trust or employee
benefit plan; service "at the request of the

17
<PAGE> 18

Corporation" shall include service as a director, officer, employee or agent of
the Corporation which imposes duties on, or involves services by, such
director, officer, employee or agent with respect to an employee benefit plan,
its participants or beneficiaries; any excise taxes assessed on a person with
respect to an employee benefit plan shall be deemed to be indemnifiable
expenses; and action by a person with respect to any employee benefit plan
which such person reasonably believes to be in the interest of the participants
and beneficiaries of such plan shall be deemed to be action not opposed to the
best interests of the Corporation.6

ARTICLE VIII

Custodian

Section 1. The Corporation shall have as custodian or custodians
one or more trust companies or banks of good standing, each having a capital,
surplus and undivided profits aggregating not less than fifty million dollars
($50,000,000), and, to the extent required by the Investment Company Act of
1940, the funds and securities held by the Corporation shall be kept in the
custody of one or more such custodians, provided such custodian or custodians
can be found ready and willing to act, and further provided that the
Corporation may use as subcustodians, for the purpose of holding any foreign
securities and related funds of the Corporation such foreign banks as the Board
of Directors may approve and as shall be permitted by law.

Section 2. The Corporation shall upon the resignation or inability
to serve of its custodian or upon change of the custodian:

- ---------------
6 Amended on December 7, 1988.

18
<PAGE> 19

(i) in case of such resignation or inability to serve, use its
best efforts to obtain a successor custodian;

(ii) require that the cash and securities owned by the Corporation
be delivered directly to the successor custodian; and

(iii) in the event that no successor custodian can be found,
submit to the stockholders before permitting delivery
of the cash and securities owned by the Corporation otherwise
than to a successor custodian, the question whether or not
this Corporation shall be liquidated or shall function
without a custodian.

ARTICLE IX

Amendment of Bylaws

The Bylaws of the Corporation may be altered, amended, added
to or repealed by the stockholders at any annual meeting or any special meeting
if notice thereof be included in the notice of such special meeting, or by
majority vote of the entire Board of Directors; but any such alteration,
amendment, addition or repeal of the Bylaws by action of the Board of Directors
may be altered or repealed by stockholders.

<PAGE> 1

EXHIBIT 4.(a)
TEXT OF CERTIFICATE

FRONT SIDE OF CERTIFICATE

ASSET MANAGEMENT FUND FOR
FINANCIAL INSTITUTIONS, INC.

INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND
SHORT-TERM LIQUIDITY PORTFOLIO SHARES OF COMMON STOCK
(PAR VALUE $0.001 PER SHARE)

No. A Shares
CUSIP 045420 20 5
SEE REVERSE FOR CERTAIN DEFINITIONS

THIS CERTIFIES THAT

is the owner of

FULLY PAID AND NON-ASSESSABLE SHORT-TERM LIQUIDITY PORTFOLIO SHARES OF

ASSET MANAGEMENT FUND FOR FINANCIAL INSTITUTIONS, INC., transferable on the
books of the Corporation by the holder hereof in person or by duly authorized
Attorney upon surrender of this Certificate properly endorsed. This
Certificate and the shares represented hereby are issued and shall be subject
to all the provisions of the Articles of Incorporation of the Corporation, as
now or hereafter amended, to all of which the holder hereof by acceptance
hereof assents. This Certificate is not valid unless countersigned and
registered by the Transfer Agent and Registrar.
WITNESS the facsimile seal of the Corporation and the
signatures of its duly authorized officers.

Dated

CORPORATE /s/ Edward E. Sammons, Jr. /s/ Rodger D. Shay
SEAL ------------------------------- ---------------------
Treasurer President

<PAGE> 2

REVERSE SIDE OF CERTIFICATE

ASSET MANAGEMENT FUND FOR FINANCIAL INSTITUTIONS, INC.

Reference is made to the Article V of the Amended and Restated
Articles of Incorporation of the Corporation, and all further amendments
thereto, for a statement of the designations, preferences, voting powers,
restrictions, limitations as to dividends, terms and conditions of redemption,
and other rights and limitations of the shares of each class which the
Corporation is authorized to issue.

The Corporation will furnish a copy of such statement to any
stockholder without charge upon request made to its corporate Secretary.

Ownership of the shares represented by this Certificate is restricted
to "depository institutions" eligible for participation in the Federal Funds
market pursuant to Regulation D of the Board of Governors of the Federal
Reserve System purchasing for their own accounts or the accounts of other
"depository institutions".

<PAGE> 1
EXHIBIT 4.(b)
TEXT OF CERTIFICATE

FRONT SIDE OF CERTIFICATE

ASSET MANAGEMENT FUND FOR
FINANCIAL INSTITUTIONS, INC.

INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND
INTERMEDIATE-TERM LIQUIDITY PORTFOLIO SHARES OF COMMON STOCK
(PAR VALUE $0.001 PER SHARE)

No. B Shares
CUSIP 045420 10 6
SEE REVERSE FOR CERTAIN DEFINITIONS

THIS CERTIFIES THAT

is the owner of

FULLY PAID AND NON-ASSESSABLE INTERMEDIATE-TERM LIQUIDITY PORTFOLIO SHARES OF

Dated

CORPORATE /s/ Edward E. Sammons, Jr. /s/ Rodger D. Shay
SEAL -------------------------------- -------------------------
Treasurer President
<PAGE> 2

REVERSE SIDE OF CERTIFICATE

ASSET MANAGEMENT FUND FOR FINANCIAL INSTITUTIONS, INC.

Reference is made to the Article V of the Amended and Restated Articles of
Incorporation of the Corporation, and all further amendments thereto, for a
statement of the designations, preferences, voting powers, restrictions,
limitations as to dividends, terms and conditions of redemption, and other
rights and limitations of the shares of each class which the Corporation is
authorized to issue.

The Corporation will furnish a copy of such statement to any stockholder
without charge upon request made to its corporate Secretary.

<PAGE> 1
EXHIBIT 4.(c)
TEXT OF CERTIFICATE

FRONT SIDE OF CERTIFICATE

ASSET MANAGEMENT FUND FOR
FINANCIAL INSTITUTIONS, INC.

INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND
MORTGAGE SECURITIES PERFORMANCE PORTFOLIO SHARES OF COMMON STOCK
(PAR VALUE $0.001 PER SHARE)

No. C Shares
CUSIP 045420 30 4
SEE REVERSE FOR CERTAIN DEFINITIONS

THIS CERTIFIES THAT

is the owner of

FULLY PAID AND NON-ASSESSABLE MORTGAGE SECURITIES
PERFORMANCE PORTFOLIO SHARES OF

Dated

CORPORATE /s/ Edward E. Sammons, Jr. /s/ Rodger D. Shay
SEAL ------------------------------- ------------------------------
Treasurer President
<PAGE> 2

REVERSE SIDE OF CERTIFICATE

ASSET MANAGEMENT FUND FOR FINANCIAL INSTITUTIONS, INC.

Reference is made to the Article V of the Amended and Restated Articles
of Incorporation of the Corporation, and all further amendments thereto, for a
statement of the designations, preferences, voting powers, restrictions,
limitations as to dividends, terms and conditions of redemption, and other
rights and limitations of the shares of each class which the Corporation is
authorized to issue.

The Corporation will furnish a copy of such statement to any
stockholder without charge upon request made to its corporate Secretary.

<PAGE> 1

EXHIBIT 4.(d)
TEXT OF CERTIFICATE

FRONT SIDE OF CERTIFICATE

ASSET MANAGEMENT FUND FOR
FINANCIAL INSTITUTIONS, INC.

INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND
INTERMEDIATE MORTGAGE SECURITIES PORTFOLIO SHARES OF COMMON STOCK
(PAR VALUE $0.001 PER SHARE)

No. D Shares
CUSIP 045419 20 7
SEE REVERSE FOR CERTAIN DEFINITIONS

THIS CERTIFIES THAT

is the owner of

FULLY PAID AND NON-ASSESSABLE INTERMEDIATE MORTGAGE
SECURITIES PORTFOLIO SHARES OF

Dated

CORPORATE /s/ Edward E. Sammons, Jr. /s/ Rodger D. Shay
SEAL ------------------------------- ----------------------
Treasurer President
<PAGE> 2

REVERSE SIDE OF CERTIFICATE

ASSET MANAGEMENT FUND FOR FINANCIAL INSTITUTIONS, INC.

The Corporation will furnish a copy of such statement to any
stockholder without charge upon request made to its corporate Secretary.

<PAGE> 1
EXHIBIT 4.(e)
TEXT OF CERTIFICATE

FRONT SIDE OF CERTIFICATE

ASSET MANAGEMENT FUND FOR
FINANCIAL INSTITUTIONS, INC.

INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND
ADJUSTABLE RATE MORTGAGE (ARM) PORTFOLIO SHARES OF COMMON STOCK
(PAR VALUE $0.001 PER SHARE)

No. E Shares
CUSIP 045419 10 8
SEE REVERSE FOR CERTAIN DEFINITIONS

THIS CERTIFIES THAT

is the owner of

FULLY PAID AND NON-ASSESSABLE ADJUSTABLE RATE MORTGAGE (ARM) PORTFOLIO SHARES OF

Dated

CORPORATE /s/ Edward E. Sammons, Jr. /s/ Rodger D. Shay
SEAL ----------------------------- ---------------------
Treasurer President

<PAGE> 2

REVERSE SIDE OF CERTIFICATE

ASSET MANAGEMENT FUND FOR FINANCIAL INSTITUTIONS, INC.

Reference is made to the Article V of the Amended and Restated Articles of
Incorporation of the Corporation, and all further amendments thereto, for a
statement of the designations, preferences, voting powers, restrictions,
limitations as to dividends, terms and conditions of redemption, and other
rights and limitations of the shares of each class which the Corporation is
authorized to issue.

The Corporation will furnish a copy of such statement to any stockholder
without charge upon request made to its corporate Secretary.

<PAGE> 1

EXHIBIT 5.(e)

INVESTMENT ADVISORY AGREEMENT AMENDMENT

This Agreement made and entered into as of September 1, 1990, by and
between Asset Management Fund for Financial Institutions, Inc., a Maryland
corporation (the "Fund"), and Shay Assets Management Co., an Illinois general
partnership (the "Adviser");

W I T N E S S E T H:

WHEREAS, the Fund is an open-end diversified investment company
registered under the Investment Company Act of 1940, as amended (the "1940
Act"); and

WHEREAS, the Fund desires to retain the Adviser to render investment
advisory services to the Fund, and the Adviser is willing to render such
services;

NOW, THEREFORE, in consideration of the premises and mutual promises
hereinafter set forth the parties hereto agree as follows:

1. Advisory Services. The Fund hereby appoints the Adviser to
act as investment adviser to the Fund with respect to the portfolio assets
belonging to the classes of the Fund's common stock, $.001 par value ("Fund
Shares"), known as the class of Short-Term Liquidity Portfolio Shares, the
class of Intermediate-Term Liquidity Portfolio Shares, the class of Mortgage
Securities Performance Portfolio Shares and the class of Corporate Bond
Portfolio Shares for the period and on the terms set forth in this Agreement.
The Adviser accepts such appointment and agrees to render the services herein
set forth, for the compensation herein provided. The Fund, at its option, may
also appoint the Adviser to act as investment adviser to the Fund hereunder
with respect to the portfolio assets belonging to any other class from time to
time created of Fund Shares, but the Adviser shall not be required to accept
any such appointment. The Fund's classes of Short-Term Liquidity Portfolio
Shares, Intermediate-Term Liquidity Portfolio Shares, Mortgage Securities
Performance Portfolio Shares and Corporate Bond Portfolio Shares, together with
any other class or classes of Fund Shares with respect to which the Adviser
accepts an appointment hereunder as investment adviser, are hereinafter
referred to collectively as "Portfolios" and individually as a "Portfolio."
Adviser shall furnish investment research and advice to the Fund and shall
manage the investment and reinvestment of the assets of the Portfolios and its
business affairs and matters incidental thereto, all subject to the supervision
of the Board of Directors of the Fund, and provisions of the Amended and
Restated Articles of Incorporation, as amended or supplemented, and By-laws of
the Fund and any resolutions, rules or regulations adopted by the Board of
Directors of the Fund. Adviser shall for all purposes herein provided be
deemed to be an independent contractor and shall, unless otherwise expressly
provided herein or authorized by the Board of Directors of the Fund from time
to time, have no authority to act for or represent the Fund in any way or
otherwise be deemed an agent for the Fund. The Fund shall also be free to
retain, at its own expense,
<PAGE> 2

other persons to provide it with any services whatsoever including, but not
limited to, statistical, factual or technical information or advice. The
services of Adviser herein provided are not to be deemed exclusive and Adviser
shall be free to render similar services or other services to others.

2. Duties of Adviser. Subject to the general supervision of the
Board of Directors of the Fund, the Adviser shall, employing its discretion,
manage the investment operations of each Portfolio of the Fund and the
composition of the portfolio of securities and investments (including cash)
belonging to each Portfolio of the Fund, including the purchase, retention and
disposition thereof and the execution of agreements relating thereto, in
accordance with the Fund's investment objective, policies and restrictions for
such Portfolio as stated in the Prospectus (as defined in paragraph 3(f) of
this Agreement) and subject to the following understandings:

(a) The Adviser shall furnish a continuous investment
program for each Portfolio of the Fund and determine from time to time
what investments or securities will be purchased, retained or sold by
the Fund with respect to such Portfolio, and what portion of the
assets belonging to such Portfolio will be invested or held uninvested
as cash.

(b) The Adviser shall use its best judgment in the
performance of its duties under this Agreement.

(c) The Adviser, in the performance of its duties and
obligations under this Agreement, shall act in conformity with the
Amended and Restated Articles of Incorporation, the By-Laws and
Prospectus of the Fund and with the instructions and directions of the
Board of Directors of the Fund and will conform to and comply with the
requirements of the 1940 Act and all other applicable Federal and
state laws and regulations.

(d) The Adviser shall determine the securities to be
purchased or sold by the Fund with respect to each Portfolio and, as
agent for the Fund on behalf of such Portfolio, will effect portfolio
transactions pursuant to its determinations either directly with the
issuer or with any broker and/or dealer in such securities; in placing
orders with brokers and/or dealers the Advisers intends to seek the
best price and execution for purchases and sales; the Adviser shall
also determine whether or not the Fund shall enter into repurchase or
reverse repurchase agreements with respect to such Portfolio.

On occasions when the Adviser deems the purchase or sale of a
security to be in the best interest of a Portfolio of the Fund as well
as another Portfolio or other Portfolios and/or as well as other
customers, the Adviser may, to the extent permitted by applicable laws
and regulations, but shall not obligated to, aggregate the securities
to be so sold or purchased in order to obtain the best price and
execution. In such event, allocation of the securities so purchased
or sold, as well as the expenses incurred in the transaction,

2
<PAGE> 3

will be made by the Adviser in a manner it considers to be equitable
and consistent with its fiduciary obligations to the Fund with respect
to each Portfolio and, if applicable, to such other customers.

(e) The Adviser shall maintain books and records with
respect to the securities transactions of each Portfolio of the Fund
and shall render to the Fund's Board of Directors such periodic and
special reports as the Board of Directors may reasonably request.

(f) The Adviser shall provide the Fund's Custodian with
respect to each Portfolio on each Business Day (as defined in the
Prospectus) with information relating to all transactions concerning
the assets belonging to such Portfolio, except redemptions of and any
subscriptions for Fund Shares of such Portfolios.

3. Delivery of Documents. The Fund has delivered copies of each
of the following documents to the Adviser and will promptly notify and deliver
to it all future amendments and supplements, if any:

(a) Articles of Amendment and Restatement of Articles of
Incorporation, Articles of Amendment of Articles of Incorporation, and
Articles Supplementary to Articles of Amendment and Restatement of the
Fund, filed with the Department of Assessments and Taxation of the
State of Maryland on November 10, 1982, November 2, 1983, January 18,
1984, May 11, 1989 and February 28, 1990 (such Articles of
Incorporation, as presently in effect and as amended from time to
time, being herein called the "Articles of Incorporation").

(b) By-Laws of the Fund (such By-Laws, as presently in
effect and as amended from time to time, being herein called the
"By-Laws:").

(c) Certified resolutions of the Board of Directors of
the Fund authorizing the appointment of the Adviser and approving the
form of this Agreement.

(d) Registration Statement under the 1940 Act and the
Securities Act of 1933, as amended, on Form N-1A (No. 2-78808 (the
"Registration Statement") as filed with the Securities and Exchange
Commission (the "Commission") of August 12, 1982 relating to the Fund,
and all amendments thereto.

(e) Notification of Registration of the Fund under the
1940 Act on Form N-8A as filed with the Commission on August 12, 1982.

(f) Current Prospectus or Prospectuses of the Fund with
respect to the Portfolios (such prospectus or prospectuses as
presently in effect and as amended or supplemented from time to time,
being herein called the "Prospectus").

3
<PAGE> 4

4. Employees of Adviser. The Adviser shall authorize and permit
any of its directors, officers and employees who may be elected as Directors or
officers of the Fund to serve in capacities in which they are elected.

5. Books and Records. The Adviser shall keep the Fund's books
and records required to be maintained by it pursuant to paragraph 2(e) of this
Agreement. The Adviser agrees that all records which it maintains for the Fund
are the property of the Fund and it will promptly surrender any of such records
to the Fund upon the Fund's request. The Adviser further agrees to preserve
for the period prescribed by Rule 31a-2 of the Commission under the 1940 Act
any such records as are required to be maintained by the Adviser with respect
to the Fund by Rule 31a-1 of the Commission under the 1940 Act.

6. Expenses. During the term of this Agreement the Adviser will
pay all expenses (including without limitation the compensation of all its
directors, officers and employees serving as Directors or officers of the Fund
pursuant to paragraph 4 of this Agreement) incurred by it in connection with
its activities under this Agreement other than the cost of securities and
investments purchased for the Fund (including taxes and brokerage commissions,
if any).

7. Compensation. For the services provided and expenses borne by
the Adviser pursuant to this Agreement, the Fund shall pay to the Adviser
compensation based on an annual percentage of the average daily net assets of
each Portfolio as follows:

Average Daily Net Assets

<TABLE>
<CAPTION>
First Second Third Over
$500 $500 $500 $1.5
Portfolio Million Million Million Billion
--------- ------- ------- ------- -------
<S> <C> <C> <C> <C>
Intermediate-Term 0.25% 0.175% 0.125% 0.10%
Liquidity

Mortgage Securities 0.25% 0.175% 0.125% 0.10%
Performance

Corporate Bond 0.35% 0.275% 0.20% 0.10%

First Second Over
$500 $500 $1.0
Portfolio Million Million Billion
--------- ------- ------- -------
<S> <C> <C> <C>
Short-Term Liquidity 0.15% 0.125% 0.10%

</TABLE>

This fee for each month (increased or decreased as appropriate to take account
of the provisions of paragraph 8) will be paid to the Adviser during the
succeeding month.

4
<PAGE> 5

8. Limitation on Expenses.

(a) In the event the daily ratio of Expenses (as defined
in paragraph 8(b) below) to daily net assets of the Fund with respect
to a Portfolio on any day exceeds 0.75 of 1% (such excess hereinafter
called the "Excess Expense" of such Portfolio), the compensation due
to the Adviser under paragraph 7 for that day shall be reduced, but
not below zero, by an amount equal to the Excess Expense of such
Portfolio.

In the event the Expenses (as defined in paragraph (b) below)
of the Fund with respect to a Portfolio for any fiscal year exceed the
lowest applicable annual expense limitation, if any, established
pursuant to the statutes or regulations of any jurisdictions in which
Fund Shares of such Portfolio are then qualified for offer and sale
(such excess hereinafter called the "Blue Sky Excess Expense" of such
Portfolio), the compensation due to the Adviser under paragraph 7 for
the fiscal year in question shall be reduced by an amount equal to the
Blue Sky Excess Expenses of such Portfolio, and if the Blue Sky Excess
Expense of such Portfolio exceeds the fees of the Fund payable to the
Adviser with respect to such Portfolio for the fiscal year in
question, the Adviser shall, to the extent required by such statutes
or regulations, reimburse the Fund for the amount of such excess. If
for any month the Expenses of a Portfolio shall exceed 1/12th of the
percentage of average daily net assets allowable as Expenses, the
payment to the Adviser for that month shall be reduced, and, if
necessary, the Adviser shall make a refund payment to the Fund so that
the Expenses will not exceed such percentage. As of the end of the
Fund's fiscal year, however, the foregoing computations shall be
readjusted so that the aggregate compensation payable to the Adviser
for the year is equal to the percentage set forth herein of the
average daily net assets as determined as described herein throughout
the fiscal year, reduced by an amount equal to the Blue Sky Excess
Expense of such Portfolio. The aggregate of repayments, if any, by
the Adviser to the Fund for the year shall be the amount necessary to
reimburse the Fund for the amount of such excess.

(b) For purposes of paragraph 8(a) of this Agreement, the
term "Expenses" with respect to a Portfolio means the expenses of the
Fund allocated to such Portfolio in accordance with the Fund's
Articles of Incorporation or a resolution of the Fund's Board of
Directors adopted pursuant thereto, including such Portfolio's pro
rata share, allocated as aforesaid, for the general expenses of the
Fund. Notwithstanding the foregoing, the Expenses of a Portfolio
shall include its pro rata share, allocated as aforesaid, of the fees
payable to the Adviser, to Shay Financial Services Co. (the "Sponsor")
provided that the fees payable to the Sponsor, for purposes of
computing such Portfolio's Expenses shall not exceed the fees of the
Sponsor with respect to such Portfolio computed in accordance with the
fee rate (excluding any voluntary fee waivers) set forth in the Fund's
Prospectus with respect to such Portfolio as amended or supplemented
on the date of this Agreement), to the Fund's administrative agent, if
any, to the Fund's transfer agent, if any, and to the Fund's
custodian; but the Expenses of such Portfolio shall exclude any

<PAGE> 6

interest, taxes, brokerage commissions and litigation and
indemnification expenses and other extraordinary expenses not incurred
in the ordinary course of the Fund's business.

9. Limitation of Liability. The Adviser shall not be liable for
any error of judgment or mistake or law or for any loss suffered by any
Portfolio of the Fund in connection with the matters to which this Agreement
relates, except a loss resulting from a breach of fiduciary duty with respect
to the receipt of compensation for services (in which case any award of damages
shall be limited to the period and the amount set forth in Section 36(b)(3) of
the 1940 Act) or a loss resulting from willful misfeasance, bad faith or gross
negligence on its part in the performance of its duties or from reckless
disregard by it of its obligations and duties under this Agreement.

10. Effective Date and Term. This Agreement shall become
effective as to each subject Portfolio on September 1, 1990, or on such later
date specified for a Portfolio, provided that the Agreement is approved by a
majority of the outstanding voting shares (as defined in the 1940 Act) of the
subject Portfolio. This Agreement shall remain in effect until March 1, 1992
and shall continue in effect from year to year thereafter as to each subject
Portfolio, subject to termination as hereinafter provided, if such continuance
is approved at least annually by (a) a majority of the outstanding voting
shares (as defined in the 1940 Act) of each Portfolio or by vote of the Fund's
Board of Directors, cast in person at a meeting called for the purpose of
voting on such approval, and (b) by vote of a majority of the Directors of the
Fund who are not parties to this Agreement or "interested persons" (as defined
in the 1940 Act) of any party to this Agreement, cast in person at a meeting
called for the purpose of voting on such approval. This Agreement may be
terminated by the Fund with respect to any or all Portfolios at any time,
without the payment of any penalty, by the Board of Directors of the Fund or by
vote of a majority of the outstanding voting shares (as defined in the 1940
Act) of the Fund or of the affected Portfolio or Portfolios, as the case may
be, on 60 (sixty) days' written notice to the Adviser, or by the Adviser with
respect to any or all Portfolios at any time, without the payment of any
penalty, on 90 (ninety) days' written notice to the Fund. This Agreement will
automatically and immediately terminate in the event of its assignment (as
defined in the 1940 Act).

11. Amendment of Agreement. This Agreement may be amended by
mutual consent, but the consent of the Fund must be approved (a) by vote of a
majority of those Directors of the Fund who are not parties to this Agreement
or "interested persons" (as defined in the 1940 Act) of any such party, cast in
person at a meeting called for the purpose of voting on such amendment, and (b)
by vote of a majority of the outstanding voting shares (as defined in the 1940
Act) of the Fund or of the affected Portfolio or Portfolios, as the case may
be.

12. Notices. Notices of any kind to be given to the Adviser by
the Fund shall be in writing and shall be duly given if mailed or delivered
to the Adviser at 111 East Wacker Drive, Chicago, IL 60601, Attention:
Executive Vice President, or at such other address or to such other individual
as shall be specified by the Adviser to the Fund in accordance with this
paragraph 12. Notices of any kind to be given to the Fund by the Adviser shall
be in writing

<PAGE> 7

and shall be duly given if mailed or delivered to the Fund at Asset Management
Fund for Financial Institutions, Inc., 111 East Wacker Drive, Chicago, IL
60601, Attention: President, or at such other address or to such other
individual as shall be specified by the Fund to the Adviser in accordance
with this paragraph 12.

13. Authority. The Directors have authorized the execution of
this Agreement in their capacity as Directors and not individually and the
Adviser agrees that neither the stockholders nor the Directors nor any officer,
employee, representative or agent of the Fund shall be personally liable upon,
nor shall resort be had to their private property for the satisfaction of,
obligations given, executed or delivered on behalf of or by the Fund, that the
stockholders, Directors, officers, employees, representatives and agents of the
Fund shall not be personally liable hereunder, and that it shall look solely to
the property of the Fund for the satisfaction of any claim hereunder.

14. Controlling Law. This Agreement shall be governed by and
construed in accordance with the laws of the state of Illinois.

15. Multiple Counterparts. This Agreement may be executed
simultaneously in several counterparts, each of which shall be deemed to be an
original, but which together shall constitute one and the same instrument.

16. Captions. The captions of the sections are for descriptive
purposes only and they are not intended to limit or otherwise affect the
content of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed and delivered
this Agreement as of September 1, 1990.

ASSET MANAGEMENT FUND FOR
FINANCIAL INSTITUTIONS, INC.

By: /s/
-------------------------
Its: President
------------------------
ATTEST:

By: /s/
-------------------------
Its: Secretary
------------------------
SHAY ASSETS MANAGEMENT CO.

By:/s/
-------------------------
Its:Executive Vice President
-------------------------

ATTEST:

By: /s/
------------------------
Its: Secretary
------------------------

<PAGE> 1
EXHIBIT 5.(f)

FORM OF
INVESTMENT ADVISORY AGREEMENT AMENDMENT

This Amendment made and entered into as of June 28, 1991, amends the
Investment Advisory Agreement dated September 1, 1990 (the "Agreement"), by and
between Asset Management Fund for Financial Institutions, Inc., a Maryland
corporation (the "Fund"), and Shay Assets Management Co., an Illinois general
partnership (the "Adviser").

WITNESSETH:

WHEREAS, the Fund is an open-end diversified investment company
registered under the Investment Company Act of 1940, as amended; and

WHEREAS, the Fund desires to retain the Adviser to render investment
advisory services to the Fund with respect to the portfolio securities
belonging to the class of the Fund's common stock $.001 par value, known as the
class of Adjustable Rate Mortgage (ARM) Portfolio Shares and the Adviser is
willing to render such services;

NOW, THEREFORE, the parties hereto, intending to be legally bound,
hereby agree as follows:

1. Additional Portfolios. The Agreement is amended to appoint
the Adviser to act as investment adviser to the Fund with respect to the
portfolio assets belonging to the class of common stock known as the Adjustable
Rate Mortgage (ARM) Portfolio Shares. The Adviser accepts such appointment and
agrees to render the services under the terms and conditions set forth in the
Agreement provided that, in lieu of paragraphs 7 and 8(a) of the Agreement, the
provisions set forth in paragraphs 2 and 3 below, respectively, will apply.

2. Compensation. Paragraph 7 of the Agreement is amended with
respect to the Adjustable Rate Mortgage (ARM) Portfolio as follows:

For the services provided and the expenses borne pursuant to this
Agreement with respect to the Adjustable Rate Mortgage (ARM) Portfolio, the
Fund will pay to the Adviser as full compensation therefor a fee at an annual
rate equal to 0.45 of 1% per annum of the average daily net assets of such
Portfolio. This fee for each month (increased or decreased as appropriate to
take account of the provisions of paragraph 8a below) will be paid to the
Adviser during the succeeding month.

3. Limitation on Expenses. Paragraph 8(a) of the Agreement is
amended with respect to the Adjustable Rate Mortgage (ARM) Portfolio as
follows:
<PAGE> 2

In the event the Expenses (as defined in paragraph (b) below) of the
Fund with respect to a Portfolio for any fiscal year exceed the lowest
applicable annual expense limitation, if any, established pursuant to the
statutes or regulations of any jurisdictions in which Fund Shares of such
Portfolio are then qualified for offer and sale (such excess hereinafter called
the "Blue Sky Excess Expense" of such Portfolio), the compensation due to the
Adviser under paragraph 7 for the fiscal year in question shall be reduced by
an amount equal to the Blue Sky Excess Expense of such Portfolio, and if the
Blue Sky Excess Expense of such Portfolio exceeds the fees of the Fund payable
to the Adviser with respect to such Portfolio for the fiscal year in question,
the Adviser shall, to the extent required by such statutes or regulations,
reimburse the Fund for the amount of such excess. If for any month the
Expenses of a Portfolio shall exceed 1/12th of the percentage of average daily
net assets allowable as Expenses, the payment to the Adviser for that month
shall be reduced, and, if necessary, the Adviser shall make a refund payment to
the Fund so that the Expenses will not exceed such percentage. As of the end
of the Fund's fiscal year, however, the foregoing computations shall be
readjusted so that the aggregate compensation payable to the Adviser for the
year is equal to the percentage set forth herein of the average daily net
assets as determined as described herein throughout the fiscal year, reduced by
an amount equal to the Blue Sky Excess Expense of such Portfolio. The
aggregate of repayments, if any, by the Adviser to the Fund for the year shall
be the amount necessary to reimburse the Fund for the amount of such excess.

4. Terms used herein shall have the same meaning as set forth in
the Agreement.

IN WITNESS WHEREOF, the parties hereto have executed and delivered
this Amendment as of June 28, 1991.

ASSET MANAGEMENT FUND FOR
FINANCIAL INSTITUTIONS, INC.

By:_______________________________
Its:______________________________

ATTEST:

By:____________________________
Its:___________________________

<PAGE> 1
EXHIBIT 5(g)

INVESTMENT ADVISORY AGREEMENT AMENDMENT

This Amendment made and entered into as of November 30, 1992 amends
the Investment Advisory Agreement dated September 1, 1990, as amended June 28,
1991 (the "Advisory Agreement"), by and between Asset Management Fund for
Financial Institutions, Inc., a Maryland corporation (the "Fund"), and Shay
Assets Management Co., an Illinois general partnership (the "Adviser").

W I T N E S S E T H:

WHEREAS, the Fund is an open-end diversified investment company
registered under the Investment Company Act of 1940, as amended; and
WHEREAS, the Fund desires to amend the method of computing the
advisory fees for the Adjustable Rate Mortgage (ARM) Portfolio to be paid to
the Adviser by the Fund by incorporating breakpoints into the fee structure;
NOW, THEREFORE, the parties hereto, intending to be legally bound,
hereby agree as follows:
1. Compensation. Paragraph 7 of the Advisory Agreement is
amended with respect to the Adjustable Rate Mortgage (ARM) Portfolio as
follows:
For the services provided and expenses borne pursuant to this
Agreement with respect to the Adjustable Rate Mortgage (ARM)
Portfolio, the Fund shall
<PAGE> 2

pay the Adviser compensation based on an annual percentage of the
average daily net assets of the ARM Portfolio as follows:

0.45% on the first $3 billion
0.35% of the next $2 billion
0.25% in excess of $5 billion

IN WITNESS WHEREOF, the parties hereto have executed and delivered
this Amendment as of November 30, 1992.

ASSET MANAGEMENT FUND FOR
FINANCIAL INSTITUTIONS, INC.

By:/s/
-------------------------
Its:President
-------------------------

ATTEST:

By:/s/
-------------------------
Its:Secretary
-------------------------

SHAY ASSETS MANAGEMENT CO.

By: /s/
-------------------------
Its:
-------------------------

ATTEST:

By:/s/
-------------------------
Its:Counsel
-------------------------

<PAGE> 1
EXHIBIT 8.(g)(1)(i)

RESTATED ADMINISTRATION AGREEMENT

THIS AGREEMENT, dated this 1st day of March, 1991, by and between
ASSET MANAGEMENT FUND FOR FINANCIAL INSTITUTIONS, INC. (the "Fund"), a Maryland
corporation formerly known as Asset Management Fund for Savings Institutions,
Inc. and originally known as Liquidity Fund for Thrifts, Inc. and PROVIDENT
FINANCIAL PROCESSING CORPORATION ("PFPC") a Delaware corporation that is
successor for all matters pertaining to this agreement to Provident
Institutional Management Corporation, an affiliate;

WITNESSETH:

WHEREAS, "PFPC" is used herein to refer as appropriate to PFPC or
Provident Institutional Management Corporation or both of them; and PFPC and
the Fund wish to restate, without any substantive change, the Administration
Agreement between them dated November 1, 1982 as amended by a letter agreement
relating to the Mortgage Securities Performance Portfolio dated January 18,
1984 and further amended by an Amendment relating to PFPC fees dated April 18,
1985 and further amended by a letter agreement dated August, 1986 relating to
PFPC fees and the Corporate Bond Portfolio ("Administration Agreement"); and
WHEREAS, the Fund is registered as an open-end, diversified,
management investment company under the Investment Company Act of 1940, as
amended ("the 1940 Act"); and
WHEREAS, the Fund is a series fund with four separate portfolios,
these being the Short-Term Liquidity Portfolio, the Intermediate-Term Liquidity
Portfolio, the Mortgage Securities Performance Portfolio, and the Corporate
Bond Portfolio; and PFPC has served as
<PAGE> 2

Administrator for each Portfolio since the inception of each, and the Fund and
PFPC intend that it continue to do so;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. Appointment. The Fund hereby appoints PFPC as Administrator
of the Fund with respect to the classes of the Fund's Common Stock, $.001 par
value ("Fund Shares"), known as the class of Short-Term Liquidity Portfolio
Shares, the class of Intermediate-Term Liquidity Portfolio Shares, the Mortgage
Securities Performance Portfolio Shares, and the Corporate Bond Portfolio
Shares for the period and on the terms set forth in this Agreement. PFPC
accepts such appointment and agrees to furnish the services herein set forth in
return for the compensation as provided in Paragraph 4 of this Agreement. The
Fund, at its option, may also appoint PFPC as Administrator of the Fund
hereunder with respect to any other class of Fund Shares from time to time
created, but PFPC shall not be required to accept any such appointment. The
Fund's class of Short-Term Liquidity Portfolio Shares, class of
Intermediate-Term Liquidity Portfolio Shares, class of Mortgage Securities
Portfolio Shares, and class of Corporate Bond Portfolio Shares, together with
any other class or classes of Fund Shares with respect to which PFPC accepts an
appointment hereunder as Administrator, are hereinafter referred to
collectively as "Portfolios" and individually as a "Portfolio."
2. Delivery of Documents. The Fund has furnished PFPC with copies
properly certified or authenticated of each of the following:
(a) Resolutions of the Fund's Board of Directors
authorizing the appointment of PFPC as Administrator of the Fund and approving
this Agreement;

2
<PAGE> 3
(b) The Fund's Articles of Incorporation, filed with the
Department of Assessments and Taxation of the State of Maryland on July 30,
1982 and all amendments thereto (such Articles of Incorporation, as presently
in effect and as they shall from time to time be amended, are herein called the
"Charter");
(c) The Fund's By-Laws and all amendments thereto (such
By-Laws, as presently in effect and as they shall from time to time be amended,
are herein called the "By-Laws");
(d) The Fund's Notification of Registration filed
pursuant to Section 8(a) of the 1940 Act on Form N-8A under the 1940 Act as
filed with the Securities and Exchange Commission (the "SEC") on August 12,
1982;
(e) The Fund's Registration Statement on Form N-1 under
the Securities Act of 1933, as amended (the "1933 Act") (File No. 78808) and
under the 1940 Act as filed with the SEC on August 12, 1982, including all
exhibits thereto, relating to Fund Shares and all amendments thereto; and
(f) The Fund's most recent prospectus (such prospectus,
as presently in effect and all amendments and supplements thereto are herein
called the "Prospectus").
The Fund will furnish PFPC from time to time with copies, properly
certified or authenticated, of all amendments of or supplements to the
foregoing, if any.
3. Services as Administrator. Subject to the direction and
control of the Board of Directors of the Fund, PFPC will assist in supervising
all aspects of the Fund's operations other than those responsibilities which
are to be supervised by the Fund's Adviser pursuant to the Advisory Agreement,
the Fund's Custodian under the Custodian Agreement, the Fund's Transfer

<PAGE> 4
Agent under the Transfer Agency Agreement and the Fund's Sponsor under the Plan
and Agreement pursuant to Rule 12b-1.
In performing its duties as Administrator, PFPC will act in conformity
with the Charter, By-Laws and Prospectus of the Fund and with the instructions
and directions of the Board of Directors of the Fund and will conform to and
comply with the requirements of the 1940 Act and all other applicable federal
or state laws and regulations.
PFPC will furnish the Fund, at PFPC's expense, with (i) services of
persons competent to perform such administrative and clerical functions as are
necessary in order to provide effective administration of the Fund and, (ii)
upon request, an Assistant Secretary and a Treasurer.
PFPC will (i) maintain the Fund's books and records; (ii) prepare and
file the Fund's Annual and Semi-Annual Reports to the SEC on Form N-SAR or any
replacement therefor; (iii) compile data for, prepare for execution by the Fund
and file all the Fund's federal and state tax returns and required tax filings
other than those required to be made by the Fund's Custodian and the Fund's
Transfer Agent; (iv) prepare compliance filings pursuant to state securities
laws with the advice of the Fund's counsel; (v) assist with the Fund's
preparation of its Annual and Semi-Annual Reports to stockholders and its SEC
Registration Statements on Form N-1A or any replacement therefor; (vi) compile
data for, prepare and file timely Notices to the SEC required pursuant to Rule
24f-2 under the 1940 Act; (vii) compute the daily net asset value of each
Portfolio of the Fund for purposes of the sale and redemption of Fund Shares in
accordance with the then current Prospectus; (viii) compute the dividend of
each of the Fund's Portfolios in accordance with the then current Prospectus;
(ix) monitor the Fund's status as a regulated

<PAGE> 5

investment company under Subchapter M of the Internal Revenue Code of 1954, as
amended; (x) maintain the fidelity bond for the Fund required by the 1940 Act
and make the filings required in connection therewith; and (xi) perform such
other duties as the Fund's Board of Directors may reasonably request and PFPC
agree to perform from time to time.
4. Fees; Expenses; Expense Reimbursement. As compensation for
the services rendered by PFPC under this Agreement, the Fund will pay PFPC
monthly a fee, computed daily, at the rate of 0.03 of 1% per annum of each
Portfolio's net assets up to and including $1 billion; plus 0.02 of 1% per
annum of the next $1 billion of such Portfolio's net assets; plus 0.01 of 1%
per annum of such Portfolio's net assets over $2 billion, with a minimum annual
fee of $350,000 for all four Portfolios taken together. The fee for the period
from the day of the month this Agreement is actually entered into until the end
of that month shall be pro-rated according to the proportion which such period
bears to the full monthly period. Upon any termination of this Agreement
before the end of any month, the fee for such part of a month shall be
pro-rated according to the proportion which such period bears to the full
monthly period and shall be payable upon the date of termination of this
Agreement.
PFPC will bear all expenses in connection with the performance of its
services under this Agreement. Other expenses to be incurred in the operation
of the Fund, including the fees of the Fund's Custodian, Adviser and Sponsor,
the fees and expenses of the Fund's Transfer and Dividend Disbursing Agent, any
brokerage fees and commissions, any Portfolio losses, filing fees for the
registration or qualification of the Fund's Shares under federal or state
securities laws, expenses of the organization of the Fund, taxes, interest,
costs of liability insurance, fidelity bonds or indemnification, any costs,
expenses or losses arising out of any liability of,

<PAGE> 6

or claim for damages or other relief asserted against, the Fund for violation
of any law, legal and auditing fees and expenses, expenses of preparing and
setting in type prospectuses, proxy material, reports, and notices and the
printing and distribution of the same to the Fund's stockholders and regulatory
authorities, compensation and expenses of its directors and officers and any
extraordinary expenses will not be borne by PFPC.
5. Limitation of Liability. PFPC shall not be liable for any
error of judgment or mistake of law or for any loss suffered by the Fund in
connection with the matters to which this Agreement relates, except for a loss
resulting from willful misfeasance, bad faith or gross negligence on its part
in the performance of its duties or from reckless disregard by it of its
obligations and duties under this Agreement, provided, that PFPC shall be
responsible for its own negligent failure to perform its duties under this
Agreement. Any person, even though also an officer, director, employee or
agent of PFPC, who may be or become an officer, director, employee or agent of
the Fund, shall be deemed, when rendering services to the Fund beyond the scope
of PFPC's responsibilities under this Agreement or acting on any business of
the Fund beyond the scope of PFPC's responsibilities under this Agreement, to
be rendering such services to or acting solely for the Fund and not as an
officer, director, employee or agent or one under the control or direction of
PFPC even though paid by it.
6. Duration and Termination. This Agreement shall continue with
respect to each Portfolio of the Fund until termination by PFPC or the Fund on
60 days' written notice.
7. Notices. All notices and other communications (collectively
referred to as "Notice" or "Notices" in this paragraph), hereunder shall be in
writing or by confirming telegram, cable, telex or facsimile sending device.
Notices shall be addressed (a) if to PFPC

6
<PAGE> 7
at PFPC's address, 103 Bellevue Parkway, Wilmington, Delaware 19809; (b) if to
the Fund, at the address of the Fund; or (c) if to neither of the foregoing, at
such other address as shall have been notified to the sender of any such Notice
or other communication. If the location of the sender of a Notice and the
address of the addressee thereof are, at the time of sending, more than 100
miles apart, the Notice may be sent by first-class mail, in which case it shall
be deemed to have been given three days after it is sent, or if sent by
confirming telegram, cable, telex or facsimile sending advice, it shall be
deemed to have been given immediately, and, if the location of the sender of a
Notice and the address of the addressee thereof are, at the time of sending,
not more than 100 miles apart, the Notice may be sent by first-class mail, in
which case it shall be deemed to have been given two days after it is sent, or
if sent by messenger, it shall be deemed to have been given on the day it is
delivered, or if sent by confirming telegram, cable, telex or facsimile sending
device, it shall be deemed to have been given immediately. All postage, cable,
telegram, telex and facsimile sending device charges arising from the sending
of a Notice hereunder shall be paid by the sender.
8. Further Actions. Each party agrees to perform such further
acts and execute such further documents as are necessary to effectuate the
purposes hereof.
9. Amendments. This Agreement or any part hereof may be changed
or waived only by an instrument in writing signed by the party against which
enforcement of such change or waiver is sought.
10. Assignments. This Agreement and the performance hereunder may
not be assigned by PFPC without the Fund's consent, except that it may be so
assigned to an affiliate

7
<PAGE> 8
or wholly-owned subsidiary of it, Provident National Corporation or PNC
Financial Corp upon at least thirty (30) days prior written notice to the Fund.
11. Miscellaneous. This Agreement embodies the entire agreement
and understanding between the parties hereto, and supersedes all prior
agreements and understandings relating to the subject matter hereof. The
captions in this Agreement are included for convenience of reference only and
in no way define or delimit any of the provisions hereof or otherwise affect
their construction or effect. This Agreement shall be deemed to be a contract
made in Delaware and governed by Delaware law. If any provision of this
Agreement shall be held or made invalid by a court decision, statute, rule or
otherwise, the remainder of this Agreement shall not be affected thereby. This
Agreement shall be binding and shall inure to the benefit of the parties hereto
and their respective successors.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their officers designated below as of the day and year first
above written.

[SEAL] ASSET MANAGEMENT FUND FOR
FINANCIAL INSTITUTIONS, INC.

Attest:/s/ By:/s/
---------------------------- ---------------------------
TITLE

[SEAL] PROVIDENT FINANCIAL PROCESSING
CORPORATION

Attest:/s/ By:/s/
---------------------------- ---------------------------
TITLE

<PAGE> 1

EXHIBIT 8.(g)(1)(ii)

AMENDMENT NO. 1 TO RESTATED ADMINISTRATION AGREEMENT

This Amendment, dated the 28th day of June 1991, is entered into
between ASSET MANAGEMENT FUND FOR FINANCIAL INSTITUTIONS, INC. (the "Fund"), a
Maryland corporation, and PROVIDENT FINANCIAL PROCESSING CORPORATION ("PFPC"),
a Delaware corporation which is an indirect wholly-owned subsidiary PNC
Financial Corp.

WHEREAS, the Fund and PFPC have entered into a Restated Administration
Agreement dated as of March 1, 1991, (the "Administration Agreement"), pursuant
to which the Fund appointed PFPC to act as administrator for its investment
portfolios; and

WHEREAS, the Fund's Board of Directors has approved the Amendment; and

WHEREAS, the Fund has established an additional Portfolio, Adjustable
Rate Mortgage (ARM) Portfolio ("ARM Portfolio"), with respect to which it wants
to retain PFPC to act as administrator under the Administration Agreement; and

WHEREAS, PFPC has notified the Fund that it wants to serve as
administrator for the ARM Portfolio;

NOW THEREFORE, the parties hereto, intending to be legally bound,
hereby agree as follows:

1. Appointment. The Fund hereby appoints PFPC to act as
administrator to the Fund for the ARM Portfolio for the period and on the terms
set forth in the Administration Agreement. PFPC hereby accepts such
appointment and agrees to render the services set forth in the Administration
Agreement, for the compensation as agreed to between the Fund and PFPC from
time to time.

2. Capitalized Terms. From and after the date hereof, the
following terms as used in the Administration Agreement shall be deemed to
include also the meaning specified herein: "Fund Shares" shall be deemed to
include shares of the Fund's ARM Portfolio; and "Portfolio(s)" shall be deemed
to include the ARM Portfolio.

3. Compensation. Paragraph 4 is hereby amended after the last
sentence to include the following three paragraphs:

As compensation for the services rendered by PFPC for the ARM
Portfolio during the term of this Agreement, the Fund will pay
to PFPC monthly a fee, computed daily, at the rate of 0.03 of
1% per annum of the ARM Portfolio's net assets up to and
including $1 billion, 0.02 of 1% per annum of the next $1
billion
<PAGE> 2

of such Portfolio's net assets; plus 0.01% per annum of such
Portfolio's net assets over $2 billion; exclusive of out-of-
pocket expenses.

The minimum monthly fee for the ARM Portfolio shall be $3,600,
which shall be in addition to the $29,167 minimum fee per
month for the four other Portfolios and shall be allocated
pro-rata to each portfolio of the Fund based on the average
daily net assets of such portfolio; exclusive of out-of-pocket
expenses. The minimum monthly fee for the ARM Portfolio shall
be waived for six months from the commencement of operations
and then the following amounts shall be due: $720 in the
seventh month, $1,440 in the eighth month, $2,160 in the ninth
month, $2,880 in the tenth month and $3,600 for every month
thereafter, unless the ARM Portfolio shall have $50 million in
net assets during the twelve month period from commencement of
operations, whereupon the full minimum monthly fee shall be
charged.

The minimum monthly fee shall be due if the amount of the fee
calculated pursuant to the asset based fee formula is less
than the minimum monthly fee.

4. Miscellaneous. Except to the extent amended and supplemented
hereby, the Administration Agreement shall remain unchanged and in full force
and effect and is hereby ratified and confirmed in all respects as amended and
supplemented hereby.

IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
the date and year first above written.

ASSET MANAGEMENT FUND FOR FINANCIAL
INSTITUTIONS, INC.

By: /s/
------------------------------
Title: Vice President

PROVIDENT FINANCIAL
PROCESSING CORPORATION

By: /s/
------------------------------
Title: Vice President

<PAGE> 1

EXHIBIT 8.(g)(1)(iii)

AMENDMENT NO. 2 TO RESTATED ADMINISTRATION AGREEMENT

This Amendment, dated the 20th day of September, 1991, is entered into
between ASSET MANAGEMENT FUND FOR FINANCIAL INSTITUTIONS, INC. (the "Fund"), a
Maryland corporation, and PROVIDENT FINANCIAL PROCESSING CORPORATION ("PFPC"),
a Delaware corporation which is an indirect wholly-owned subsidiary of PNC
Financial Corp.

WHEREAS, the Fund and PFPC have entered into a Restated Administration
Agreement dated as of March 1, 1991, and amended on June 28, 1991 (the
"Administration Agreement"), pursuant to which the Fund appointed PFPC to act
as administrator for its investment portfolios; and

WHEREAS, the Fund desires that PFPC perform certain Blue Sky
services, and PFPC agrees to provide such services.

NOW THEREFORE, the parties hereto, intending to be legally bound,
hereby agree as follows:

1. Services as Administrator. Paragraph 3 is hereby amended after
the last sentence to include the following paragraphs:

With respect to Blue Sky services, after the initial registrations in
any of the fifty (50) states and U.S. territories have been effected by the
Fund or its duly appointed agent, PFPC, with respect to any and all states
where an initial registration has been effected, shall perform all compliance
functions including, but not limited to, preparing and filing all reports and
renewals of registrations or exemptions, increasing registered amounts, if
necessary, monitoring changes of applicable Blue Sky laws and making all other
applicable filings.

2. Compensation. Paragraph 4 is hereby amended after the last sentence
to include the following paragraphs:

For the performance of Blue Sky services, fees are as follows per
portfolio:

BASE FEE.

$125 per month (for the first 18 states; and $300 per month for the
remaining 32 states and U.S. territories).
<PAGE> 2

STATE FEE.

$100 per state per annum for the first 12 states;
$ 80 per state per annum for the next 12 states; and
$ 60 per state per annum for the remaining 26 states and U.S.
territories.

For those states where portfolios are required to be combined and filed
together in one form, only one State Fee shall be charged to the Fund. If a
portfolio of the Fund adopts a multi-class structure, a State Fee shall be
charged per class for those states where a filing form must be submitted for
each class.

OUT-OF-POCKET FEE.

Expenses including, but not limited to, copying, postage, federal
express/overnight delivery service, allocation of printing supplies
(i.e., laserjet toner), etc. will be billed on a monthly basis.

3. Miscellaneous. Except to the extent amended and supplemented
hereby, the Administration Agreement shall remain unchanged and in full force
and effect and is hereby ratified and confirmed in all respects as amended and
supplemented hereby.

IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
the date and year first above written.

ASSET MANAGEMENT FUND FOR
FINANCIAL INSTITUTIONS, INC.

By:/s/
--------------------------
Title: Vice Prsident

PROVIDENT FINANCIAL PROCESSING
CORPORATION

By:/s/
--------------------------
Title: Vice Prsident

<PAGE> 1

EXHIBIT 8.(g)(2)(i)

RESTATED
CUSTODIAN AGREEMENT

This Agreement, dated this 1st day of March, 1991, between ASSET
MANAGEMENT FUND FOR FINANCIAL INSTITUTIONS, INC. (the "Fund"), a Maryland
corporation formerly known as Asset Management Fund for Savings Institutions,
Inc. and originally known as the Liquidity Fund for Thrifts, Inc., and
PROVIDENT NATIONAL BANK ("Provident"), a national banking association;

WITNESSETH:

WHEREAS, Provident and the Fund wish to restate, without any
substantive change, the Custodian Agreement between them dated November 1, 1982
as amended by a letter agreement relating to the Mortgage Securities
Performance Portfolio dated January 18, 1984 and further amended by a letter
agreement dated August, 1986 relating to the Corporate Bond Portfolio and
further amended by an Amendment relating to the "Book Entry System" dated
August 28, 1986 and further amended by an amendment dated October 31, 1990
amending Paragraphs 5(b) and 9(a) (the "Custodian Agreement'); and

WHEREAS, the Fund is registered as an open-end, diversified,
management investment company under the Investment Company Act of 1940, as
amended ("the 1940 Act"); and

as custodian for each Portfolio since the inception of each, and the Fund and
Provident intend that it continue to do so;

NOW THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:

1. Appointment. The Fund hereby appoints Provident to act as
custodian of the portfolio securities, cash and other property belonging to the
classes of the Fund's Common Stock, $.001 par value ("Fund Shares"), known as
the Short-Term Liquidity Portfolio Shares, the Intermediate-Term Liquidity
Portfolio Shares, the Mortgage Securities Performance Portfolio Shares and the
Corporate Bond Portfolio Shares, for the period and on the terms set forth in
this Agreement. Provident accepts such appointment and agrees to furnish the
services herein set forth in return for the compensation as provided in
Paragraph 18 of this Agreement. Provident agrees to comply with all relevant
provisions of the 1940 Act and applicable rules and regulations thereunder.
The Fund, at its option, may also appoint Provident to act as custodian of the
portfolio securities, cash and other property belonging to any other class of
Fund Shares from time to time created, but Provident shall not be required to
accept any such appointment. The Fund's four presently authorized classes of
Shares, together with any other class or classes of Fund Shares as to which
Provident is offered and accepts an appointment hereunder as custodian are
hereinafter referred to collectively as "Classes" and individually as a
"Class".

2. Delivery of Documents. The Fund has furnished Provident with
copies properly certified or authenticated of each of the following:

2
<PAGE> 3

(a) Resolutions of the Fund's Board of Directors
authorizing the appointment of Provident as custodian of the portfolio
securities, cash and other property belonging to each Class of the Fund and
approving this Agreement;

(b) Incumbency and signature certificates identifying and
containing the signatures of the Fund's officers and/or other persons
authorized to sign Written Instructions, as hereinafter defined, on behalf of
the Fund;

(c) The Fund's Articles of Incorporation, filed with the
Department of Assessments and Taxation of the State of Maryland on July 30,
1982 and all amendments thereto (such Articles of Incorporation, as presently
in effect and as they shall from time to time be amended, are herein called the
"Charter");

(d) The Fund's By-Laws and all amendments thereto (such
By-Laws, as presently in effect and as they shall from time to time be amended,
are herein called "By-Laws");

(e) The Fund's Notification of Registration filed
pursuant to Section 8(a) of the 1940 Act on Form N-8A under the 1940 Act as
filed with the Securities and Exchange Commission ("SEC") on August 12, 1982;

(f) The Fund's Registration Statement on Form N-1 under
the Securities Act of 1933, as amended ("the 1933 Act") (File No. 2-78808) and
under the 1940 Act as filed with the SEC on August 12, 1982, including all
exhibits thereto, relating to Fund Shares and all amendments thereto; and

(g) The Fund's most recent prospectus (such prospectus,
as presently in effect and all amendments and supplements thereto are herein
called the "Prospectus").

3
<PAGE> 4

The Fund will furnish Provident from time to time with copies,
properly certified or authenticated, of all amendments of or supplements to the
foregoing, if any.

3. Definitions.

(a) "Authorized Person". As used in this Agreement, the
term "Authorized Person" means the President, Treasurer and any Vice President
of the Fund and any other person, whether or not any such person is an officer
or employee of the Fund, duly authorized by the Board of Directors of the Fund
to give Oral and Written Instructions on behalf of the Fund and listed on the
Certificate annexed hereto as Appendix A or such other Certificate listing
persons duly authorized to give Oral and Written Instructions on behalf of the
Fund as may be received by Provident from time to time.

(b) "Book-Entry System". As used in this Agreement, the
term "Book-Entry System" means the Federal Reserve/Treasury book-entry system
for United States and federal agency securities, its successor successors and
its nominee or nominees, and any book-entry system maintained by a clearing
agency registered under Section 17A of the Securities Exchange Act of 1934.

(c) "Oral Instructions". As used in this Agreement, the
term "Oral Instructions" means verbal instructions actually received by
Provident from an Authorized Person or from a person reasonably believed by
Provident to be an Authorized Person. The Fund agrees to deliver to Provident,
at the time and in the manner specified in Paragraph 8(b) of this Agreement,
Written Instructions confirming Oral Instructions.

(d) "Property". The term "Property", as used in this
Agreement, means:

<PAGE> 5

(i) any and all securities and other property
which the Fund may from time to time deposit, or cause to be
deposited, with Provident or which Provident may from time to time
hold for the Fund;

(ii) all income in respect of any such securities
or other property;

(iii) all proceeds of the sale of any of such
securities or other property; and

(iv) all proceeds of the sale of securities issued
by the Fund, which are received by Provident from time to time from or
on behalf of the Fund.

(e) "Written Instructions". As used in this Agreement,
the term "Written Instructions" means written instructions delivered by mail,
tested telegram, cable, telex or facsimile sending device, and received by
Provident, signed by two Authorized Persons.

4. Delivery and Registration of the Property. The Fund will
deliver or cause to be delivered to Provident all securities and all monies
owned by it, including cash received for the issuance of its Shares, at any
time during the period of this Agreement. Provident will not be responsible
for such securities and such monies until actually received by it. All
securities delivered to Provident (other than in bearer form) shall be
registered in the name of the Fund or in the name of a nominee of the Fund or
in the name of any nominee of Provident which nominee shall be assigned
exclusively to the Fund (with or without indication of fiduciary status) or in
the name of any subcustodian or any nominee of any such subcustodian appointed
pursuant to Paragraph 6 hereof or shall be properly endorsed and in form for
transfer satisfactory to Provident.

5
<PAGE> 6

5. Receipt and Disbursement of Money.

(a) Provident shall open and maintain a separate
custodial account or accounts for each of the Classes in the name of the Fund,
subject only to draft or order by Provident acting pursuant to the terms of
this Agreement, and shall hold in such account or accounts, subject to the
provisions hereof, all cash received by it from or for the account of each of
the Classes of the Fund. Provident shall make payments of cash to, or for the
account of, the Fund from such cash only (i) for the purchase of securities for
the Fund's portfolio for each of the Classes as provided in Paragraph 11
hereof; (ii) for the redemption of Fund Shares of each Class; (iii) upon
receipt of Written Instructions, for the payment of interest, dividends, taxes,
administration, custodial, transfer agency, distribution or advisory fees or
expenses which are to be borne by the Fund or by any Class of the Fund under
the terms of this Agreement, the Transfer Agency Agreement between Provident
Financial Processing Corporation and the Fund, the Plan and Agreement pursuant
to Rule 12b-1 between the Sponsor and the Fund, the Investment Advisory
Agreement between the Advisor and the Fund, and the Administration Agreement
between the Administrator and the Fund; (iv) upon receipt of Written
Instructions, for payments in connection with the conversion, exchange or
surrender of securities owned or subscribed to by the Fund for each of the
Classes and held by or to be delivered to Provident; (v) to a subcustodian
pursuant to Paragraph 6 below; or (vi) upon receipt of Written Instructions,
for other proper corporate purposes. No payment pursuant to (i) above shall be
made unless Provident has received a copy of the broker's or dealer's
confirmation or the payee's invoice, as appropriate.

<PAGE> 7

(b) Provident is hereby authorized to, on a timely basis,
endorse and collect all checks, drafts or other orders for the payment of money
received as custodian for the account of each Class of the Fund.

6. Receipt of Securities.

(a) Except as provided by Paragraph 7 (use of Book-Entry
System) hereof, Provident shall hold and physically segregate in a separate
account, identifiable at all times from those of any other persons, firms, or
corporations, all securities and non-cash property received by it for the
account of each Class of the Fund. All such securities and non-cash property
are to be held or disposed of by Provident for each Class of the Fund pursuant
to the terms of this Agreement. In the absence of Written Instructions
accompanied by a certified resolution of the Fund's Board of Directors
authorizing the transaction, Provident shall have no power or authority to
withdraw, deliver, assign, hypothecate, pledge or otherwise dispose of any such
securities and investments, except in accordance with the express terms
provided for in this Agreement. In no case may any director, officer, employee
or agent of the Fund withdraw any securities. In connection with its duties
under this Paragraph 6, Provident may, at its own expense, enter into
subcustodian agreements with other banks or trust companies for the receipt of
certain securities and cash to be held by Provident for the account of any
Class of the Fund pursuant to this Agreement; provided that each such bank or
trust company has an aggregate capital, surplus and undivided profits, as shown
by its last published report, of not less than twenty million dollars
($20,000,000) and that such bank or trust company agrees with Provident to
comply with all relevant provisions of the 1940 Act and applicable rules and
regulations thereunder; except in the case of a bank or trust company that is a
direct or indirect subsidiary

<PAGE> 8

or affiliate of PNC Financial Corp, in which case its aggregate capital,
surplus and undivided profits shall be not less than one million dollars
($1,000,000). Provident shall remain responsible for the performance of all
its duties under this Agreement and shall hold the Fund harmless from the acts
and omissions of any bank or trust company that it might choose pursuant to
this Paragraph 6.

(b) Promptly after the close of business each day,
Provident shall furnish the Fund with confirmations and a summary of all
transfers to or from the account of each Class of the Fund during said day.
Where securities are transferred to an account of any Class of the Fund
established pursuant to Paragraph 7 (use of Book-Entry System) hereof,
Provident shall also by book entry or otherwise identify as belonging to such
Class of the Fund the quantity of securities in a fungible bulk of securities
registered in the name of Provident (or its nominee) or shown in Provident's
account on the books of the Book-Entry System. At least monthly and from time
to time, Provident shall furnish the Fund with a detailed statement of the
Property held for each Class of the Fund under this Agreement.

(c) Provident shall (i) upon receipt of Written
Instructions or (ii) upon receipt of notice from the Fund's investment adviser
that a Class of the Fund has entered into a reverse repurchase agreement,
establish and maintain a segregated account or accounts on its records for and
on behalf of each Class of the Fund, into which account or accounts may be
transferred cash and/or securities, including securities maintained in an
account by Provident pursuant to Paragraph 7 hereof, (A) for the purposes of
compliance by the Fund with the procedures required by Investment Company Act
Release No. 10666, or any subsequent release or releases

8
<PAGE> 9

of the Securities and Exchange Commission relating to the maintenance of
segregated accounts by registered investment companies and (B) for other proper
corporate purposes.

7. Use of Book-Entry System. The Fund shall deliver to Provident
a certified resolution of the Board of Directors of the Fund approving,
authorizing and instructing Provident on a continuous and on-going basis until
instructed to the contrary by Oral or Written Instructions actually received by
Provident (i) to deposit in the Book-Entry System all securities of each Class
of the Fund eligible for deposit therein and (ii) to utilize the Book-Entry
System to the extent possible in connection with settlements of purchases and
sales of securities by each Class of the Fund, and deliveries and returns of
securities collateral in connection with borrowings. Without limiting the
generality of such use, it is agreed that the following provisions shall apply
thereto:

(a) Securities and any cash of each Class of the Fund
deposited in the Book-Entry System will at all times be segregated from any
assets and cash controlled by Provident in other than a fiduciary or custodian
capacity but may be commingled with other assets held in such capacities.
Provident will pay out money only upon receipt of securities and will deliver
securities only upon the receipt of money.

(b) All books and records maintained by Provident which
relate to each Class of the Fund's participation in the Book-Entry System will
at all times during Provident's regular business hours be open to the
inspection of the Fund's duly authorized employees or agents, and the Fund will
be furnished with all information in respect of the services rendered to it as
it may require.

<PAGE> 10

(c) Provident will provide the Fund with copies of any
report obtained by Provident on the system of internal accounting control of
the Book-Entry System within ten days after receipt of such a report by
Provident. Provident will also provide the Fund with such reports on its own
system of internal control as the Fund may reasonably request from time to
time.

8. Instructions Consistent with Charter, etc.

(a) Unless otherwise provided in this Agreement,
Provident shall act only upon Oral and Written Instructions. Although
Provident may take cognizance of the provisions of the Charter and By-Laws of
the Fund, Provident may assume that any Oral or Written Instructions received
hereunder are not in any way inconsistent with any provisions of such Charter
or By-Laws or any vote, resolution or proceeding of the stockholders, or of the
Board of Directors, or of any committee thereof.

(b) Provident shall be entitled to rely upon any Oral
Instructions and any Written Instructions actually received by Provident
pursuant to this Agreement. The Fund agrees to forward to Provident Written
Instructions confirming Oral Instructions in such manner that the Written
Instructions are received by Provident, whether by hand delivery, telex,
facsimile sending device or otherwise, by the close of business of the same day
that such Oral Instructions are given to Provident. The Fund agrees that the
fact such confirming Written Instructions are not received by Provident shall
in no way affect the validity of the transactions or enforceability of the
transactions authorized by the Fund by giving Oral Instructions. The Fund
agrees that Provident shall incur no liability to the Fund in acting upon Oral
Instructions

<PAGE> 11

given to Provident hereunder concerning such transactions provided such
instructions reasonably appear to have been received from an Authorized Person.

9. Transactions Not Requiring Instructions. In the absence of
contrary Written Instructions, Provident is authorized to take the following
action:

(a) Collection of Income and Other Payments. Provident
shall perform the following on a timely basis:

(i) collect and receive for the account of each
Class of the Fund, all income and other payments and distributions,
including (without limitation) interest, stock dividends, rights,
warrants and similar items, included or to be included in the Property
of such Class, and advise the Fund of such receipt and shall credit
such income, as collected, to the Fund's custodian account for such
Class;

(ii) endorse and deposit for collection, in the
name of the Fund, checks, drafts, or other orders for the payment of
money on the same day as received;

(iii) receive and hold for the account of each
Class of the Fund all securities received as a distribution on such
Class of the Fund's portfolio securities as a result of a stock
dividend, share split-up or reorganization, recapitalization,
readjustment or other rearrangement or distribution of rights or
similar securities issued with respect to any portfolio securities of
such Class of the Fund held by Provident hereunder;

(iv) present for payment and collect the amount
payable upon all securities which may mature or be called, redeemed,
prepaid or retired, or otherwise become payable on the date such
securities become payable;

<PAGE> 12

(v) collect and receive for the account of each
Class of the Fund, all principal pay downs on mortgage backed
securities included or to be included in the Property of such Class
and advise the Fund of such receipt and shall credit such principal as
is due to the Fund's custodian account for such Class; and

(vi) take any action which may be necessary and
proper in connection with the collection and receipt of such income
and other payments and the endorsement for collection of checks,
drafts, and other negotiable instruments and advise the Fund of any
delay or failure in connection with the collection, receipt or
crediting to the appropriate Fund account of such income and other
payments.

(b) Miscellaneous Transactions. Provident is authorized
to deliver or cause to be delivered Property against payment or other
consideration or written receipt therefor in the following cases:

(i) for examination by a broker selling for the
account of each Class of the Fund in accordance with street delivery
custom;

(ii) for the exchange of interim receipt or
temporary securities for definitive securities; and

(iii) for transfer of securities into the name of
the Fund or Provident or nominee of either, or for exchange of
securities for a different number of bonds, certificates, or other
evidence, representing the same aggregate face amount or number of
units bearing the same interest rate, maturity date and call
provisions, if any; provided that, in any such case, the new
securities are to be delivered to Provident.

<PAGE> 13

10. Transactions Requiring Instructions. Upon receipt of Oral or
Written Instructions and not otherwise, Provident, directly or through the use
of the Book-Entry System, shall:

(a) execute and deliver to such persons as may be
designated in such Oral or Written Instructions, proxies, consents,
authorizations, and any other instruments whereby the authority of the Fund as
owner of any securities may be exercised;

(b) deliver any securities held for the Fund in exchange
for other securities or cash issued or paid in connection with the liquidation,
reorganization, refinancing, merger, consolidation or recapitalization of any
corporation, or the exercise of any conversion privilege;

(c) deliver any securities held for the Fund to any
protective committee, reorganization committee or other person in connection
with the reorganization, refinancing, merger, consolidation, recapitalization
or sale of assets of any corporation, and receive and hold under the terms of
this Agreement such certificates of deposit, interim receipt or other
instruments or documents as may be issued to it to evidence such delivery;

(d) make such transfers or exchanges of the assets of the
Fund and take such other steps as shall be stated in said Oral or Written
Instructions to be for the purpose of effectuating any duly authorized plan of
liquidation, reorganization, merger, consolidation or recapitalization of the
Fund; and

(e) release securities belonging to the Fund to any bank
or trust company for the purpose of pledge or hypothecation to secure any loan
incurred by the Fund; provided, however, that securities shall be released only
upon payment to Provident of the monies borrowed, except that in cases where
additional collateral is required to secure a borrowing already made, subject
to proper prior authorization, further securities may be released for that

<PAGE> 14

purpose; and pay such loan upon redelivery to it of the securities pledged or
hypothecated therefor and upon surrender of the note or notes evidencing the
loan.

11. Purchase of Securities. Promptly after each purchase of
securities by the Fund, the Fund shall deliver to Provident Oral Instructions
specifying with respect to each such purchase: (a) the name of the issuer and
the title of the securities, (b) the number of shares of the principal amount
purchased and accrued interest, if any, (c) the date of purchase and
settlement, (d) the purchase price per unit, (e) the total amount payable upon
such purchase, (f) the name of the person from whom or the broker through whom
the purchase was made and (g) the Class of the Fund for which the purchase was
made. Provident shall upon receipt of securities purchased by or for a Class
of the Fund pay out the monies held for the account of such Class of the Fund
the total amount payable to the person from whom or the broker through whom the
purchase was made, provided that the same conforms to the total amount payable
as set forth in such Oral Instructions.

12. Sales of Securities. Promptly after each sale of securities
by the Fund, the Fund shall deliver to Provident Oral Instructions, Specifying
with respect to each such sale: (a) the name of the issuer and the title of
the security, (b) the number of shares or principal amount sold, and accrued
interest, if any, (c) the date of sale, (d) the sale price per unit, (e) the
total amount payable to the Fund upon such sale, (f) the name of the broker
through whom or the person to whom the sale was made and (g) the Class of the
Fund for which the sale was made. Provident shall deliver the securities upon
receipt of the total amount payable to the Fund upon such sale, provided that
the same conforms to the total amount payable as set forth in such Oral
Instructions. Subject to the foregoing, Provident may accept payment in such
form as shall be

<PAGE> 15

satisfactory to it, and may deliver securities and arrange for payment in
accordance with the customs prevailing among dealers in securities.

13. Records. Provident shall keep the following records:

(a) all original books and records with respect to the
Fund's financial books of account for each Class; and

(b) records of the Fund's securities transactions for
each Class.

The books and records pertaining to the Fund which are in the
possession of Provident shall be the property of the fund. Such books and
records shall be prepared and maintained as required by the 1940 Act and other
applicable securities laws and rules and regulations. The Fund, or the Fund's
authorized representatives, shall have access to such books and records at all
times during Provident's normal business hours. Upon the reasonable request of
the Fund, copies of any such books and records shall be provided by Provident
to the Fund or the Fund's authorized representative at the Fund's expense.

14. Reports. Provident shall furnish the Fund the following
reports:

(a) such periodic and special reports as the Fund may
reasonably request;

(b) a monthly statement summarizing all transactions and
entries for the account of each Class of the Fund;

(c) a monthly report of portfolio securities belonging to
each Class showing the adjusted average cost of each issue and the market value
at the end of such month;

(d) a monthly report of the case account of each Class of
the Fund showing disbursements; and

<PAGE> 16

(e) such other information as may be agreed upon from
time to time between the Fund and Provident.

15. Cooperation with Accountants. Provident shall cooperate with
the Fund's independent public accounts and shall take all reasonable action in
the performance of its obligations under this Agreement to assure that the
necessary information is made available to such accountants for the expression
of their unqualified opinion, including but not limited to the opinion included
in the Fund's annual report on Form N-SAR or any replacement therefor.

16. Right to Receive Advice.

(a) Advice of Fund. If Provident shall be in doubt as to
any action to be taken or omitted by it, it may request, and shall receive,
from the Fund directions or advice, including Oral or Written Instructions
where appropriate.

(b) Advice of Counsel. If Provident shall be in any
doubt as to any question of law involved in any action to be taken or omitted
by Provident, it may request advice at its own cost from counsel of its own
choosing (who may be counsel for the Investment Advisor, the Fund or Provident,
at the option of Provident).

(c) Conflicting Advice. In case of conflict between
directions, advice or Oral or Written Instructions received by Provident
pursuant to subparagraph (a) of this paragraph and advice received by Provident
pursuant to subparagraph (b) of this paragraph, Provident shall be entitled to
rely on and follow the advice received pursuant to the latter provision alone.

(d) Protection of Provident. Provident shall be
protected in any action or inaction which it takes in reliance on any
directions, advice or Oral or Written Instructions received pursuant to
subparagraphs (a) or (b) of this paragraph which Provident, after receipt

16
<PAGE> 17

of any such directions, advice or Oral or Written Instructions, in good faith
believes to be consistent with such directions, advice or Oral or Written
Instructions, as the case may be. However, nothing in this paragraph shall be
construed as imposing upon Provident any obligation (i) to seek such
directions, advice or Oral or Written Instructions, or (ii) to act in
accordance with such directions, advice or Oral or Written Instructions when
received, unless, under the terms of another provision of this Agreement, the
same is a condition to Provident's properly taking or omitting to take such
action. Nothing in this subsection shall excuse Provident when an action or
omission on the part of Provident constitutes willful misfeasance, bad faith,
gross negligence or reckless disregard by Provident of its duties under this
Agreement.

17. Compliance with Governmental Rules and Regulations. The Fund
assumes full responsibility for insuring that the contents of each prospectus
of the Fund complies with all applicable requirements of the 1933 Act, the 1940
Act, and any laws, rules and regulations of governmental authorities having
jurisdiction.

18. Compensation. As compensation for the services rendered by
Provident during the term of this Agreement, except for the Mortgage Securities
Performance Portfolio, the Fund will pay to Provident monthly fees equal to
.025% per year of the first $100 million of each Class of the Fund's average
gross assets for such year (based on the average of the assets included in such
Class's net asset value on each day in such month that such value is
calculated), plus .020% per year of the next $400 million of such Class's
average gross assets for such year, plus .015% per year of the net $500 million
of such Class's average gross assets for such year, plus .012% of the next $1
billion of such Class's average gross assets for such year, plus .010% of the
next $2 billion of such Class's average gross assets for such year. For the
Mortgage

17
<PAGE> 18

Securities Performance Portfolio, the fee at each asset level shall be twice
the rate set forth above.

19. Indemnification. The Fund, as sole owner of the Property,
agrees to indemnify and hold harmless Provident and its nominees from all
taxes, charges, expenses, assessments, claims and liabilities (including,
without limitation, liabilities arising under the 1933 Act, the Securities
Exchange Act of 1934, the 1940 Act, and any state and foreign securities and
the blue sky laws, all as or to be amended from time to time) and expenses,
including (without limitation) attorneys' fees and disbursements, arising
directly or indirectly (a) from the fact that securities included in the
Property are registered in the name of any such nominee or (b) without limiting
the generality of the foregoing clause (a) from any action or thing which
Provident takes or does or omits to take or do (i) at the request or on the
direction of or in reliance on the advice of the Fund or (ii) upon Oral or
Written Instructions, provided, that neither Provident nor any of its nominees
shall be indemnified against any liability to the Fund or to its stockholders
(or any expenses incident to such liability) arising out of (A) Provident's or
such nominee's own willful misfeasance, bad faith, gross negligence or reckless
disregard of its duties under this Agreement or (B) Provident's or such
nominee's own negligent failure to perform its duties under this Agreement. In
the event of any advance of cash for any purpose made by Provident resulting
from orders or Oral or Written Instructions of the Fund, or in the event that
Provident or its nominee shall incur or be assessed any taxes, charges,
expenses, assessments, claims or liabilities in connection with the performance
of this Agreement, except such as may arise from its or its nominee's own
negligent action, negligent failure to act or willful misconduct, any Property
at any time held for the account of the Fund shall be security therefor.

<PAGE> 19

20. Responsibility of Provident. Provident shall be under no duty
to take any action on behalf of the Fund except as specifically set forth
herein or as may be specifically agreed to by Provident in writing. In the
performance of its duties hereunder, Provident shall be obligated to exercise
care and diligence and to act in good faith and to use its best efforts within
reasonable limits to insure that accuracy of all services performed under this
Agreement, but Provident shall not be liable for any act or omission which does
not constitute willful misfeasance, bad faith or gross negligence on the part
of Provident or reckless disregard by Provident of its duties under this
Agreement, provided that Provident shall be responsible for its own negligent
failure to perform its duties under this Agreement. Without limiting the
generality of the foregoing or of any other provision of this Agreement,
Provident in connection with its duties under this Agreement shall not be under
any duty or obligation to inquire into and shall not be liable for or in
respect of (a) the validity or invalidity or authority or lack thereof of any
Oral or Written Instruction, notice or other instrument which conforms to the
applicable requirements of this Agreement, if any, and which Provident
reasonable believes to be genuine; (b) the validity or invalidity of the
issuance of any securities included or to be included in the Property belonging
to either Class, the legality or illegality of the purchase off such
securities, or the propriety or impropriety of the amount paid therefor; (c)
the legality or illegality of the sale (or exchange) of any Property belonging
to either Class or the propriety or impropriety of the amount for which such
Property is sold (or exchanged); or (d) delays or errors or loss of data
occurring by reason of circumstances beyond Provident's control, including acts
of civil or military authority, national emergencies, labor difficulties, fire,
mechanical breakdown, flood or catastrophe, acts of God, insurrection, war,
riots or failure of the mails, transportation,

<PAGE> 20

communication or power supply, nor shall Provident be under any duty or
obligation to ascertain whether any Property belonging to either Class at any
time delivered to or held by Provident may properly be held by or for the Fund.

Certain of Provident's obligations hereunder may be delegated to or
performed by subsidiaries or affiliates of Provident, provided, however that
any such delegation shall not relieve Provident of its responsibilities
hereunder.

21. Collections. All collections of monies or other property in
respect, or which are to become part, of the Property (but not the safekeeping
thereof upon receipt by Provident) shall be at the sole risk of the Fund. In
any case in which Provident does not receive any payment due the Fund within a
reasonable time after Provident has made proper demands for the same, it shall
so notify the Fund in writing, including copies of all demand letters, any
written responses thereto, and memoranda of all oral responses thereto and to
telephonic demands, and await instructions from the Fund. Provident shall not
be obliged to take legal action for collection unless and until reasonably
indemnified to its satisfaction. Provident shall also notify the Fund as soon
as reasonably practicable whenever income due on securities is not collected in
due course.

22. Duration and Termination. This Agreement shall continue with
respect to each Class of the Fund until termination by the Fund or Provident on
60 days' written notice. Upon any termination of this Agreement with respect
to a Class of the Fund, pending appointment of a successor to Provident or vote
of the stockholders of such Class to dissolve or to function without a
custodian of its cash, securities or other property, Provident shall not
deliver cash, securities or other property belonging to such Class to the Fund,
but may deliver them to a bank

<PAGE> 21

or trust company of its own selection, having an aggregate capital, surplus and
undivided profits, as shown by its last published report of not less than
twenty million dollars ($20,000,000) as a custodian for such Class of the Fund
to be held under terms similar to those of this Agreement, provided, however,
that Provident shall not be required to make any such delivery or payment until
further payment shall have been made by such Class of the Fund of all
liabilities constituting a charge on or against the properties belonging to
such Class of the Fund then held by Provident or on or against Provident and
until full payment shall have been made to Provident of all of its fees,
compensation, costs and expenses, subject to the provisions of Paragraph 18 of
this Agreement.

23. Notices. All notices and other communications, including
Written Instructions (collectively referred to as "Notice" or "Notices" in this
paragraph), hereunder shall be in writing or by confirming telegram, cable,
telex or facsimile sending device. Notices shall be addressed (a) if to
Provident at Provident's address, 17th and Chestnut Streets, Philadelphia,
Pennsylvania 19101, marked for the attention of the Custodian Services
Department (or its successor); (b) it to the Fund, at the address of the Fund;
or (c) if to neither of the foregoing, at such other address as shall have been
notified to the sender of any such Notice or other communication. If the
location of the sender of a Notice and the address of the addressee thereof
are, at the time of sending, more than 100 miles apart, the Notice may be sent
by first-class mail, in which case it shall be deemed to have been given three
days after it is sent, or if sent by confirming telegram, cable, telex or
facsimile sending device, it shall be deemed to have been given immediately,
and, if the location of the sender of a Notice and the address of the addresses
thereof are, at the time of sending, not more than 100 miles apart, the Notice
may be

<PAGE> 22

sent by first-class mail, in which case it shall be deemed to have been given
two days after it is sent, or if sent by messenger, it shall be deemed to have
been given on the day it is delivered, or if sent by confirming telegram,
cable, telex or facsimile sending device, it shall be deemed to have been given
immediately. All postage, cable, telegram, telex and facsimile sending device
charges arising from the sending of a Notice hereunder shall be paid by the
sender.

24. Further Actions. Each party agrees to perform such further
acts and execute such further documents as are necessary to effectuate the
purposes hereof.

25. Amendments. This Agreement or any part hereof may be changed
or waived only by an instrument in writing signed by the party against which
enforcement of such change or waiver is sought.

26. Assignment. This Agreement and the performance hereunder may
not be assigned by Provident without the Fund's consent except that it may be
so assigned to an affiliate or wholly-owned subsidiary of it, Provident
National Corporation or PNC Financial Corp upon at least thirty (30) days prior
written notice to the Fund.

27. Miscellaneous. This Agreement embodies the entire agreement
and understanding between the parties hereto, and supersedes all prior
agreements and understandings relating to the subject matter hereof, provided
that the parties hereto may embody in one or more separate documents their
agreement, if any, with respect to delegated and/or Oral Instructions. The
captions in this Agreement are included for convenience of reference only and
in no way define or delimit any of the provisions hereof or otherwise affect
their construction or effect. This Agreement shall be deemed to be a contract
made in Pennsylvania and governed by Pennsylvania law. If any provision of
this Agreement shall be held or made invalid by a court decision,

<PAGE> 23

statute, rule or otherwise, the remainder of this Agreement shall not be
affected thereby. This Agreement shall be binding and shall inure to the
benefit of the parties hereto and their respective successors.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their officers designated below as of the day and year first
above written.

[SEAL] ASSET MANAGEMENT FUND FOR
FINANCIAL INSTITUTIONS, INC.

Attest:/s/ By:/s/
---------------------- -------------------------
TITLE

[SEAL] PROVIDENT NATIONAL BANK

Attest:/s/ By:/s/
---------------------- -------------------------
TITLE

<PAGE> 1

EXHIBIT 8.(g)(2)(ii)

AMENDMENT NO. 1 TO RESTATED CUSTODIAN AGREEMENT

This Amendment, dated the 28th day of June 1991, is entered into
between ASSET MANAGEMENT FUND FOR FINANCIAL INSTITUTIONS, INC. (the "Fund"), a
Maryland corporation, and PROVIDENT NATIONAL BANK ("Provident"), a national
banking association.

WHEREAS, the Fund and Provident have entered into a Restated Custodian
Agreement dated as of March 1, 1991, (the "Custodian Agreement"), pursuant to
which the Fund appointed Provident to act as custodian for its investment
portfolios; and

WHEREAS, the Fund's Board of Directors has approved this Amendment; and

WHEREAS, the Fund has established an additional class of Fund Shares,
Adjustable Rate Mortgage (ARM) Portfolio Shares, with respect to which it wants
to appoint Provident to act as custodian under the Custodian Agreement; and

WHEREAS, Provident has notified the Fund that it wants to serve as
custodian for the Adjustable Rate Mortgage (ARM) Portfolio ("ARM Portfolio");

NOW THEREFORE, the parties hereto, intending to be legally bound,
hereby agree as follows:

1. Appointment. The Fund hereby appoints Provident to act as custodian
for the property of the ARM Portfolio for the period and on the terms set forth
in the Custodian Agreement. Provident hereby accepts such appointment and
agrees to render the services set forth in the Custodian Agreement, for the
compensation as agreed to between the Fund and Provident from time to time.

2. Capitalized Terms. From and after the date hereof, the following
terms as used in the Custodian Agreement shall be deemed to include also the
meaning specified herein: "Fund Shares" shall be deemed to include ARM
Portfolio Shares; and "Class(es)" shall be deemed to include the class of ARM
Portfolio Shares.

3. Compensation. Paragraph 18 is hereby amended after the last
sentence to include the following two paragraphs:

As compensation for the services rendered by Provident for the
Adjustable Rate Mortgage (ARM) Portfolio during the term of this
Agreement, the Fund will pay to Provident monthly fees equal to an
asset based charge of .025% of the first $100 million of average gross
assets, .020% of the next $400 million of average
<PAGE> 2

gross assets, .015% of the next $500 million of average gross
assets, and .012% of the average gross assets over $1 billion;
exclusive of out-of-pocket expenses, holdings and transaction costs.

For the ARM Portfolio, the Fund shall also pay a $6.00 holdings
charge per month for each holding in the portfolio; and a
transaction fee of $15.00 for each purchase, sale, or maturity of a
security (including money market instruments), $30.00 for each
purchase, sale or expiration of an options contract (round trip),
$50.00 for each purchase, sale or expiration of a futures contract
(round trip), and $15.00 for each repurchase trade (round trip). No
transaction fee shall apply to paydowns of mortgaged-backed
securities. For the ARM Portfolio, a minimum monthly fee of $1,000
shall apply whenever the amount of the fee calculated under the
asset-based fee formula is less than said minimum monthly fee;
exclusive of out-of-pocket expenses, holdings and transaction costs.
However, the minimum monthly fee shall be waived for a two year
period from the commencement of operations.

4. Miscellaneous. Except to the extent amended and supplemented
hereby, the Custodian Agreement shall remain unchanged and in full force and
effect and is hereby ratified and confirmed in all respects as amended and
supplemented hereby.

IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
the date and year first above written.

ASSET MANAGEMENT FUND FOR
FINANCIAL INSTITUTIONS, INC.

By:/s/
--------------------------------
Title: Vice President

PROVIDENT NATIONAL BANK

By:/s/
--------------------------------
Title: Vice President

<PAGE> 1
EXHIBIT 8.g(2)(iii)

AMENDMENT NO. 2 TO RESTATED CUSTODIAN AGREEMENT

This Amendment, dated the 29th day of June 1991, is entered into
between ASSET MANAGEMENT FUND FOR FINANCIAL INSTITUTIONS, INC. (the "Fund"), a
Maryland corporation, and PROVIDENT NATIONAL BANK ("Provident"), a Delaware
corporation which is an indirect wholly-owned subsidiary PNC Financial Corp.

WHEREAS, the Fund and Provident have entered into a Custodian
Agreement dated as of March 1, 1991, and amended as of June 28, 1991, (the
"Custodian Agreement"), pursuant to which the Fund appointed Provident to act
as custodian for the property of its Portfolios, including the Adjustable Rate
Mortgage (ARM) Portfolio; and

WHEREAS, the Fund's Board of Directors has approved this Amendment;

NOW, THEREFORE, the parties hereto, intending to be legally bound,
hereby agree as follows:

1. Receipt of Securities.

Paragraph 6(a) of the Custodian Agreement is amended and restated to
read as follows:

Except as provided by Paragraph 7 (use of Book-Entry System),
Provident shall hold all securities and non-cash property received by
it for the account of the Fund in a separate account that physically
segregates such securities and non-cash property from those of any
other persons, firms or corporations. All such securities and
non-cash property shall be held or disposed of only upon Written
Instructions of the Fund pursuant to the terms of this Agreement.
Provident shall have no power or authority to assign, hypothecate,
pledge or otherwise dispose of any such securities or investments,
except upon the express terms of this Agreement and upon Written
Instructions, accompanied by a certified resolution of the Fund's
Board of Directors, authorizing the transaction. In no case may any
member of the Fund's Board of Directors, or any officer, employee or
agent of the Fund, withdraw any securities.

At Provident's own expense and for its own convenience, and
subject to the approval of the Fund's Board of Directors, which
approval may not be unreasonably withheld, Provident may enter into
sub-custodian agreements with other United States banks or trust
companies to perform duties described in this sub-paragraph a. Such
bank or trust company shall have an aggregate capital, surplus and
undivided profits, according to its last published report, of at least
one million dollars ($1,000,000), if it is a subsidiary or affiliate
of Provident, or at least twenty million dollars ($20,000,000) if
<PAGE> 2

such bank or trust company is not a subsidiary or affiliate of
Provident. Provident or such sub-custodian as it has selected may
appoint one or more banking institutions located in foreign countries
to act as a depository or sub-custodian of securities received by
Provident for the account of the Fund, provided that any such
appointment shall have been approved or ratified by the Fund's Board
of Directors. Provident shall exercise reasonable care in proposing a
depository and/or sub-custodian located in a country other than the
United States. In addition, such sub-custodian must agree to comply
with the relevant provisions of the 1940 Act, including Rules 17f-4
and/or 17f-5, if applicable, and other applicable rules and
regulations.

Provident shall remain responsible for the performance of all
its duties as described in the Agreement and shall be liable to the
Fund for any loss or damage resulting from Provident's own acts or
omissions, or the acts or omissions of any sub-custodian chosen under
the terms of this Paragraph 6, under the standards of care applicable
to Provident as provided for herein.

2. Miscellaneous. Except as amended and supplemented hereby, the
Custodian Agreement shall remain unchanged and in full force and effect and is
hereby ratified and confirmed in all respects as amended and supplemented
hereby.

IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
the date and year first above written.

ASSET MANAGEMENT FUND FOR
FINANCIAL INSTITUTIONS, INC.

By: /s/
------------------------------
Title: Vice President

PROVIDENT NATIONAL BANK

By: /s/
------------------------------
Title: Vice President

<PAGE> 1

EXHIBIT 8.(g)(3)(i)

RESTATED TRANSFER AGENCY AGREEMENT

This Agreement, dated this 1st day of March, 1991, between ASSET
MANAGEMENT FUND FOR FINANCIAL INSTITUTIONS, INC. (the "Fund"), a Maryland
corporation formerly known as Asset Management Fund for Savings Institutions,
Inc. and originally known as the Liquidity Fund for Thrifts, Inc. and PROVIDENT
FINANCIAL PROCESSING CORPORATION, a Delaware corporation ("PFPC"), which is an
indirect, wholly-owned subsidiary of PNC Financial Corp.;

WITNESSETH:

WHEREAS, PFPC and the Fund wish to restate, without any substantive
change, the Transfer Agency Agreement between them dated November 1, 1982 as
amended by a letter agreement relating to the Mortgage Securities Performance
Portfolio dated January 18, 1984 and further amended by a letter agreement
relating to the Corporate Bond Portfolio dated August, 1986; and

WHEREAS, the Fund is registered as an open-end, diversified,
management investment company under the Investment Company Act of 1940, as
amended ("the 1940 Act"); and

WHEREAS, the Fund is a series fund with four separate portfolios,
these being the Short-Term Liquidity Portfolio, the Intermediate-Term Liquidity
Portfolio, the Mortgage Securities Performance Portfolio, and the Corporate
Bond Portfolio; and PFPC has served as transfer agent, registrar and dividend
disbursing agent for each Portfolio since the inception of each, and the Fund
and PFPC intend that it continue to do so;
<PAGE> 2

NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:

1. Appointment. The Fund hereby appoints PFPC to serve as
transfer agent, registrar and dividend disbursing agent for the Fund with
respect to the classes of shares of the Fund's Common Stock, $.001 par value
("Fund Shares"), known as the class of Short-Term Liquidity Portfolio Shares,
the class of Intermediate-Term Liquidity Portfolio Shares, the class of
Mortgage Securities Performance Portfolio Shares, and the class of Corporate
Bond Portfolio Shares for the period and on the terms set forth in this
Agreement. PFPC accepts such appointment and agrees to furnish the services
herein set forth in return for the compensation as provided in Paragraph 16 of
this Agreement. The Fund, at its option, may also appoint PFPC to serve as
transfer agent, registrar and dividend disbursing agent for the Fund hereunder
with respect to any other class of Fund Shares from time to time created, but
PFPC shall not be required to accept any such appointment. The Fund's class of
Short-Term Liquidity Portfolio Shares, the class of Intermediate-Term Liquidity
Portfolio Shares, the class of Mortgage Securities Performance Portfolio
Shares, and the class of Corporate Bond Portfolio Shares, together with any
other class or classes of Fund Shares with respect to which PFPC accepts an
appointment hereunder to serve as transfer agent, registrar and dividend
disbursing agent are hereinafter referred to collectively as "Classes" and
individually as a "Class."

2. Delivery of Documents. The Fund has furnished PFPC with
copies properly certified or authenticated of each of the following:

2
<PAGE> 3

(a) Resolutions of the Fund's Board of Directors
authorizing the appointment of PFPC as transfer agent, registrar and dividend
disbursing agent for each Class of the Fund and approving this Agreement;

(d) The Fund's By-Laws and all amendments thereto (such
By-Laws, as presently in effect and as they shall from time to time be amended,
are herein called "By-Laws");

(f) The Fund's Registration Statement on Form N-1 under
the Securities Act of 1933, as amended (the "1933 Act") (File No. 2-78808) and
under the 1940 Act as filed with the SEC on August 12, 1982, including all
exhibits thereto, relating to Fund Shares and all amendments thereto; and

(g) The Fund's most recent prospectus (such prospectus,
as presently in effect and all amendments and supplements thereto are herein
called the "Prospectus").

<PAGE> 4

The Fund will furnish PFPC from time to time with copies, properly
certified or authenticated, of all amendments of or supplements to the
foregoing, if any.

3. Definitions.

(b) "Oral Instructions". As used in this Agreement, the
term "Oral Instructions" means verbal instructions actually received by PFPC
from an Authorized Person or from a person reasonably believed by PFPC to be an
Authorized Person. The Fund agrees to deliver to PFPC, at the time and in the
manner specified in Paragraph 4(b) of this Agreement, Written Instructions
confirming Oral Instructions.

(c) "Written Instruction". As used in this Agreement,
the term "Written Instructions" means written instructions delivered by mail,
tested telegram, cable, telex or facsimile sending device, and received by
PFPC, signed by two Authorized Persons.

4. Instructions Consistent with Charter, etc.

(a) Unless otherwise provided in this Agreement, PFPC
shall act only upon Oral or Written Instructions. Although PFPC may take
cognizance of the provisions of the Charter and By-Laws of the Fund, PFPC may
assume that any Oral or Written Instructions

<PAGE> 5

received hereunder are not in any way inconsistent with any provisions of such
Charter or By-Laws or any vote, resolution or proceeding of the stockholders,
or of the Board of Directors, or of any committee thereof.

(b) PFPC shall be entitled to rely upon any Oral
Instructions and any Written Instructions actually received by PFPC pursuant to
this Agreement. The Fund agrees to forward to PFPC Written Instructions
confirming Oral Instructions in such manner that the Written Instructions are
received by PFPC by the close of business of the same day that such Oral
Instructions are given to PFPC. The Fund agrees that the fact that such
confirming Written Instructions are not received by PFPC shall in no way affect
the validity of the transactions or enforceability of the transactions
authorized by the Fund by giving Oral Instructions. The Fund agrees that PFPC
shall incur no liability to the Fund in acting upon Oral Instructions given to
PFPC hereunder concerning such transactions provided such instructions
reasonably appear to have been received from an Authorized Person.

5. Transactions Not Requiring Instructions. In the absence of
contrary Written Instructions, PFPC is authorized to take the following
actions:

(a) Issuance of Shares. Upon receipt of a purchase order
for the purchase of Fund Shares and sufficient information to enable PFPC to
establish a stockholder account, and after receipt of confirmation or crediting
of Federal Funds for the order from the Fund's Custodian, PFPC shall issue and
credit the account of the investor with Fund Shares in the manner described in
the Prospectus.

(b) Redemptions. Upon receipt of a redemption order,
PFPC shall redeem Fund Shares in the manner described in the Prospectus.

5
<PAGE> 6

6. Authorized Shares. The Fund's authorized capital stock
consists of Four Billion Five Hundred Million (4,500,000,000) shares of
Short-Term Liquidity Portfolio class Common Stock, and Five Hundred Million
(500,000,000) shares each of Intermediate-Term Liquidity Portfolio class Common
Stock, Mortgage Securities Performance Portfolio class Common Stock and
Corporate Bond Portfolio class Common Stock ($.001 par value per share). The
Fund certifies that by virtue of its Charter and the provisions of the law of
the state of its incorporation, Shares of its stock which are redeemed by the
Fund from their holders are restored to the status of authorized and unissued
Shares. PFPC shall record issues of all Shares and shall notify the Fund in
case any proposed issue of Shares by the Fund shall result in an over-issue as
defined by Section 8-104(2) of Article 8 of the Maryland Uniform Commercial
Code. In case any issue of Shares would result in such an over-issue, PFPC
shall refuse to issue said Shares and shall not countersign and issue
certificates for such Shares. The Fund agrees to notify PFPC promptly of any
change in the number of authorized Shares and of any change in the number of
Shares registered under the 1933 Act.

7. Dividends and Distributions. The Fund shall furnish PFPC with
appropriate evidence of action by the Fund's Board of Directors authorizing the
declaration in cash of dividends and distributions from "net income for
dividend purposes" as described in the then current Prospectus. After
deducting any amount required to be withheld by any applicable tax laws, rules
and regulations or other applicable laws, rules and regulations, PFPC shall, as
agent for each stockholder and in accordance with the provisions of the Fund's
Charter and then current Prospectus, invest dividends in full and fractional
Shares or, if so requested in proper form by a stockholder, pay dividends in
cash, in the manner described in the Prospectus.

<PAGE> 7

PFPC shall prepare, file with the Internal Revenue Service, and
address and mail to stockholders such returns and information relating to
dividends and distributions paid by the Fund as are required to be so prepared,
filed and mailed by applicable laws, rules and regulations, or such substitute
form of notice as may from time to time be permitted or required by the
Internal Revenue Service. On behalf of the Fund, PFPC shall pay on a timely
basis to the appropriate Federal authorities any taxes required by applicable
Federal tax laws to be withheld on dividends and distributions paid by the
Fund.

8. Communications with Stockholders.

(a) Communications to Stockholders. PFPC will address
and mail all communications by the Fund to it stockholders, including reports
to stockholders, confirmations of purchases and sales of Fund Shares, monthly
statements reflecting Fund Shares held and dividends paid thereon, and proxy
material for its meetings of stockholders. PFPC will receive and tabulate the
proxy cards for the meetings of the Fund's stockholders.

(b) Correspondence. PFPC will answer such correspondence
from stockholders, securities brokers and others relating to its duties
hereunder and such other correspondence as may from time to time be mutually
agreed upon between PFPC and the Fund.

9. Records. PFPC shall keep records of the accounts for each
stockholder showing the following information:

(i) name, address and United States Tax Identification or
Social Security number;

(ii) number of Shares held and number of Shares for which
certificates, if any, have been issued, including certificate numbers
and denominations;

<PAGE> 8

(iii) historical information regarding the account of each
stockholder, including dividends and distributions paid and the date
and price for all transactions on a stockholder's account;

(iv) any stop or restraining order placed against a
stockholder's account;

(v) any correspondence relating to the current
maintenance of a stockholder's account;

(vi) information with respect to withholdings; and

(vii) any information required in order for PFPC to perform
any calculations contemplated or required by this Agreement.

The Books and records pertaining to the Fund which are in the
possession of PFPC shall be the property of the Fund. Such books and records
shall be prepared and maintained as required by the 1940 Act, as amended, and
other applicable securities laws and rules and regulations. The Fund, or the
Fund's authorized representatives, shall have access to such books and records
at all times during PFPC's normal business hours. Upon the reasonable request
of the fund, copies of any such books and records shall be provided by PFPC to
the Fund or the Fund's authorized representative at the Fund's expense.

10. Reports. PFPC shall furnish the Fund the following reports:

(a) state by state registration reports;

(b) such periodic and special reports as the Fund may
reasonably request; and

(c) such other information, including statistical
information concerning accounts as may be agreed upon from time to time between
the Fund and PFPC.

8
<PAGE> 9

11. Cooperation with Accountants. PFPC shall cooperate with the
Fund's independent public accountants and shall take all reasonable action in
the performance of its obligations under this Agreement to assure that the
necessary information is made available to such accountants for the expression
of their unqualified opinion, including but not limited to the opinion included
in the Fund's annual report on Form N-SAR or any replacement therefor.

12. Confidentiality. PFPC agrees on behalf of itself and its
employees to treat confidentially all records and other information relative to
the Fund and its prior, present or potential stockholders, except, after prior
notification to and approval in writing by the Fund, which approval shall not
be unreasonably withheld and may not be withheld where PFPC may be exposed to
civil or criminal contempt proceedings for failure to comply, when requested to
divulge such information by duly constituted authorities, or when so requested
by the Fund.

13. Equipment Failures. In the event of equipment failures beyond
PFPC's control, PFPC shall, at no additional expense to the Fund, take
reasonable steps to minimize service interruptions but shall have no liability
with respect thereto. The foregoing obligation shall not extend to computer
terminals located outside of premises maintained by PFPC. PFPC shall enter
into and shall maintain in effect with appropriate parties one or more
agreements making reasonable provision for emergency use of electronic data
processing equipment to the extent appropriate equipment is available.

14. Right to Receive Advice.

(a) Advice of Fund. If PFPC shall be in doubt as to any
action to be taken or omitted by it, it may request, and shall receive, from
the Fund directions or advice, including Oral or Written Instructions where
appropriate.

9
<PAGE> 10

(b) Advice of Counsel. If PFPC shall be in doubt as to
any question of law involved in any action to be taken or omitted by PFPC, it
may request advice at its own cost from counsel of its own choosing (who may be
counsel for the investment adviser to the Fund, for the Fund or for PFPC, at
the option of PFPC).

(c) Conflicting Advice. In case of conflict between
directions, advice or Oral or Written Instructions received by PFPC pursuant to
subparagraph (a) of this paragraph and advice received by PFPC pursuant to
subparagraph (b) of this paragraph, PFPC shall incur no monetary liability if
it follows the advice received pursuant to the letter provision alone.

(d) Protection of PFPC. PFPC shall be protected in any
action or inaction which it takes in reliance on any directions, advice or Oral
or Written Instructions received pursuant to subparagraphs (a) or (b) of this
paragraph which PFPC, after receipt of any such directions, advice or Oral or
Written Instructions, in good faith believes to be consistent with such
directions, advice or Oral or Written Instructions, as the case may be.
However, nothing in this paragraph shall be construed as imposing upon PFPC any
obligation (i) to seek such directions, advice or Oral or Written Instructions,
or (ii) to act in accordance with such directions, advice or Oral or Written
Instructions when received, unless, under the terms of another provision of
this Agreement, the same is a condition to PFPC's properly taking or omitting
to take such action. Nothing in this subsection shall excuse PFPC when an
action or omission on the part of PFPC constitutes willful misfeasance, bad
faith, gross negligence or reckless disregard by PFPC of its duties under this
Agreement.

15. Compliance with Governmental Rules and Regulations. The Fund
assumes full responsibility for ensuring that the contents of each Prospectus
of the Fund complies with all

<PAGE> 11

applicable requirements of the 1933 Act, the 1940 Act, and any laws, rules and
regulations of governmental authorities having jurisdiction.

16. Compensation. As compensation for the services rendered under
this Agreement by PFPC during the term of this Agreement, the Fund will pay to
PFPC monthly, fees equal to $15 per account of each Class of the Fund per year,
prorated in the case of accounts maintained for only a portion of a full year,
plus PFPC's out-of-pocket expenses relating to such services, including, but
not limited to, expenses of postage, telephone, TWX rental and line charges,
communications forms and stockholder consultation expenses.

17. Indemnification. The Fund agrees to indemnify and hold
harmless PFPC and its nominees from all taxes, charges, expenses, assessments,
claims and liabilities (including, without limitation, liabilities arising
under the 1933 Act, the Securities Exchange Act of 1934, the 1940 Act, and any
state and foreign securities and blue sky laws, all as or to be amended from
time to time) and expenses, including (without limitation) attorneys' fees and
disbursements, arising directly or indirectly from any action or thing which
PFPC takes or does or omits to take or do (i) at the request or on the
direction of or in reliance on the advice of the Fund or (ii) upon Oral or
Written Instructions, provided, that PFPC shall not be indemnified against any
liability to the Fund or to its stockholders (or any expenses incident to such
liability) arising out of (A) PFPC's own willful misfeasance, bad faith, gross
negligence or reckless disregard of its duties under this Agreement or (B)
PFPC's negligent failure to perform its duties under this Agreement.

18. Responsibility of PFPC. PFPC shall be under no duty to take
any action on behalf of the Fund except as specifically set forth herein or as
may be specifically agreed to by

11
<PAGE> 12

PFPC in writing. In the performance of its duties hereunder, PFPC shall be
obligated to exercise care and diligence and to act in good faith and to use
its best efforts within reasonable limits to ensure the accuracy of all
services performed under this Agreement. PFPC shall be responsible for its own
negligent failure to perform its duties under this Agreement, but to the extent
that duties, obligations and responsibilities are not expressly set forth in
this Agreement, PFPC shall not be liable for any act or omission which does not
constitute willful misfeasance, bad faith or gross negligence on the part of
PFPC or reckless disregard of such duties, obligations and responsibilities.
Without limiting the generality of the foregoing or of any other provision of
this Agreement, PFPC in connection with its duties under this Agreement shall
not be under any duty or obligation to inquire into and shall not be liable for
or in respect of (a) the validity or invalidity or authority or lack thereof of
any Oral or Written Instruction, notice or other instrument which conforms to
the applicable requirements of this Agreement, if any, and which PFPC
reasonably believes to be genuine, or (b) delays or errors or loss of data
occurring by reason of circumstances beyond PFPC's control, including acts of
civil or military authority, national emergencies, labor difficulties, fire,
mechanical breakdown (except as provided in Paragraph 13), flood or
catastrophe, acts of God, insurrection, war, riots or failure of the mails,
transportation, communication or power supply.

19. Duration and Termination. This Agreement shall continue with
respect to each Class of the Fund until termination by PFPC or the Fund on 60
days' written notice.

20. Notices. All notices and other communications, including
Written Instructions (collectively referred to as "Notice" or "Notices" in this
paragraph), hereunder shall be in writing or by confirming telegram, cable,
telex or facsimile sending device. Notices shall be

<PAGE> 13

addressed (a) if to PFPC at PFPC's address, 103 Bellevue Parkway, Wilmington,
Delaware 19809; (b) if to the Fund, at the address of the Fund; or (c) if to
neither of the foregoing, at such other address as shall have been notified to
the sender of any such Notice or other communication. If the location of the
sender of a Notice and the address of the addressee thereof are, at the time of
sending, more than 100 miles apart, the Notice may be sent by first-class mail,
in which case it shall be deemed to have been given three days after it is
sent, or if sent by confirming telegram, cable, telex or facsimile sending
device, it shall be deemed to have been given immediately, and, if the location
of the sender of a Notice and the address of the addressee thereof are, at the
time of sending, not more than 100 miles apart, the Notice may be sent by
first-class mail, in which care it shall be deemed to have been given two days
after it is sent, or if sent by messenger, it shall be deemed to have been
given on the day it is delivered, or if sent by confirming telegram, cable,
telex or facsimile sending device, it shall be deemed to have been given
immediately. All postage, cable, telegram, telex and facsimile sending device
charges arising from the sending of a Notice hereunder shall be paid by the
sender.

21. Further Actions. Each party agrees to perform such further
acts and execute such further documents as are necessary to effectuate the
purposes hereof.

22. Amendments. This Agreement or any part hereof may be changed
or waived only by an instrument in writing signed by the party against which
enforcement of such change or waiver is sought.

23. Assignment. This Agreement and the performance hereunder may
not be assigned by Provident without the Fund's consent, except that it may be
so assigned to an affiliate or

<PAGE> 14

wholly-owned subsidiary of it, Provident National Corporation or PNC Financial
Corp upon at least thirty (30) days prior written notice.

24. Miscellaneous. This Agreement embodies the entire agreement
and understanding between the parties hereto, and supersedes all prior
agreements and understandings relating to the subject matter hereof, provided
that the parties hereto may embody in one or more separate documents their
agreement, if any, with respect to Oral Instructions. The captions in this
Agreement are included for convenience of reference only and in no way define
or delimit any of the provisions hereof or otherwise affect their construction
or effect. This Agreement shall be deemed to be a contract made in Delaware
and governed by Delaware law. If any provision of this Agreement shall be held
or made invalid by a court decision, statute, rule or otherwise, the remainder
of this Agreement shall not be affected thereby. This Agreement shall be
binding and shall inure to the benefit of the parties hereto and their
respective successors.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their officers designated below on the day and year first above
written.

(SEAL) ASSET MANAGEMENT FUND FOR
FINANCIAL INSTITUTIONS, INC.

Attest:/s/ By:/s/
------------------------ ---------------------------
Title:

(SEAL) PROVIDENT FINANCIAL PROCESSING
CORPORATION

Attest:/s/ By:/s/
------------------------ ---------------------------
Secretary Title:

<PAGE> 1
EXHIBIT 8.(g)(3)(ii)

AMENDMENT NO. 1 TO RESTATED TRANSFER AGENCY AGREEMENT

WHEREAS, the Fund and PFPC have entered into a Restated Transfer
Agency Agreement dated as of March 1, 1991 (the "Transfer Agency Agreement"),
pursuant to which the Fund appointed PFPC to act as transfer agent for its
investment portfolios; and

WHEREAS, the Fund's Board of Directors has approved this Amendment;
and

WHEREAS, the Fund has established an additional Class of Fund Shares,
Adjustable Rate Mortgage (ARM) Portfolio Shares, with respect to which it wants
to appoint PFPC to act as transfer agent under the Transfer Agency Agreement;
and

WHEREAS, PFPC has notified the Fund that it wants to serve as transfer
agent for the Adjustable Rate Mortgage (ARM) Portfolio ("ARM Portfolio");

NOW THEREFORE, the parties hereto, intending to be legally bound,
hereby agree as follows:

1. Appointment. The Fund hereby appoints PFPC to act as transfer
agent, registrar and dividend disbursing agent to the Fund for the ARM
Portfolio for the period and on the terms set forth in the Transfer Agency
Agreement. PFPC hereby accepts such appointment and agrees to render the
services set forth in the Transfer Agency Agreement, for the compensation as
agreed to between the Fund and PFPC from time to time.

2. Capitalized Terms. From and after the date hereof, the
following terms as used in the Transfer Agency Agreement shall be deemed to
include also the meaning specified herein: "Fund Shares" shall be deemed to
include ARM Portfolio Shares; and "Class(es)" shall be deemed to include the
class of ARM Portfolio Shares.

3. Authorized Shares. The following sentence is substituted for
the first sentence of Paragraph 6: The Fund's authorized capital stock
consists of Four Billion (4,000,000,000) shares of Short-Term Liquidity
Portfolio class Common Stock, and Five Hundred Million (500,000,000) shares
each of Intermediate-Term Liquidity class Common Stock, Mortgage Securities
Performance Portfolio class Common Stock, Corporate Bond Portfolio class Common
<PAGE> 2

Stock and Adjustable Rate Mortgage (ARM) Portfolio class Common Stock ($.001
par value per Share).

4. Compensation. Paragraph 16, is hereby amended after the last
sentence to include the following three paragraphs:

As compensation for the services rendered by PFPC for the Adjustable
Rate Mortgage (ARM) Portfolio during the term of this Agreement, the
Fund will pay to PFPC monthly fees equal to an annual account charge
of $15.00; exclusive of out-of-pocket expenses.

The normal minimum monthly fee for the ARM Portfolio shall be $500;
exclusive of out-of-pocket expenses. The minimum monthly fee shall be
waived for six months from the commencement of operations and then the
following amounts shall be due: $100 in the seventh month, $200 in
the eighth month, $300 in the ninth month, $400 in the tenth month and
$500 for every month thereafter; unless the ARM Portfolio shall have
$50 million in net assets during the twelve month period from
commencement of operations, whereupon the full minimum monthly fee
shall be charged.

The minimum monthly fee shall be due if the amount of the total
account based fees for a given month are less than the minimum monthly
fee.

5. Miscellaneous. Except to the extent amended and supplemented
hereby, the Transfer Agency Agreement shall remain unchanged and in full force
and effect and is hereby ratified and confirmed in all respects as amended and
supplemented hereby.

IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
the date and year first above written.

ASSET MANAGEMENT FUND FOR
FINANCIAL INSTITUTIONS, INC.

By:/s/
-----------------------------------
Title: Vice President

PROVIDENT FINANCIAL PROCESSING
CORPORATION

By:/s/
-----------------------------------
Title: Vice President

<PAGE> 1

Letterhead of
Vedder, Price, Kaufman & Kammholz
EXHIBIT 10.(b)

December 28, 1990

Asset Management Fund for
Financial Institutions, Inc.
111 East Wacker Drive
Chicago, Illinois 60601

Ladies and Gentlemen:

Reference is made to the Post-Effective Amendment No. 17 under the
Securities Act of 1933 and Amendment No. 18 under the Investment Company Act of
1940 to the Registration Statement on Form N-1A (the "Post-Effective
Amendment") being filed by Asset Management Fund for Financial Institutions,
Inc. (the "Fund") in connection with its public offering of an indefinite
number of shares of common stock, par value $.001 per share ("Shares"), each of
the four authorized series of the Fund.

We have acted as counsel to the Fund since June 26, 1989 and in such
capacity have counseled the Fund regarding all regulatory matters subsequent to
such time. From the inception of the Fund until June 26, 1989, Sullivan &
Cromwell acted as counsel to the Fund. Sullivan & Cromwell issued prior
opinions, which were filed as exhibits to the registration statement, stating
that the Shares to be issued pursuant to the Fund's registration statement
would be legally issued and outstanding, fully paid and non-assessable.

In rendering this opinion, we have examined the Fund's Articles of
Incorporation, By-Laws and minute book, and the Post-Effective Amendment. We
have also examined such other instruments and documents as we have deemed
necessary or advisable. As to questions of fact material to our opinion, we
have relied upon representations of officers of the Funds, none of which
representations has been independently verified by us. In the foregoing
examination we have assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as originals and the conformity to authentic
original documents of the copies submitted to us as copies.

Based on the foregoing, we are of the opinion that upon the issuance
of the Shares in accordance with the Fund's Articles of Incorporation and the
receipt by the Fund of a purchase price not less than the net asset value per
Share, the Shares will be legally issued and outstanding, fully paid and
non-assessable.
<PAGE> 2

Asset Management Fund for
Financial Institutions, Inc.
111 East Wacker Drive
Chicago, Illinois 60601

We hereby consent to the filing of this opinion as an exhibit to the
Post-Effective Amendment.

Very truly yours,

VEDDER, PRICE, KAUFMAN & KAMMHOLZ

By: /s/ Cathy G. O'Kelly
----------------------------
Cathy G. O'Kelly

<PAGE> 1

Letterhead of
Vedder, Price, Kaufman & Kammholz
EXHIBIT 10.(c)

July 2, 1991

Asset Management Fund for
Financial Institutions, Inc.
111 East Wacker Drive
Chicago, Illinois 60601

Ladies and Gentlemen:

Reference is made to the Post-Effective Amendment No. 18 under the
Securities Act of 1933 and Amendment No. 19 under the Investment Company Act of
1940 to the Registration Statement on Form N-1A (the "Post-Effective
Amendment") being filed by Asset Management Fund for Financial Institutions,
Inc. (the "Fund") in connection with its proposed public offering of an
indefinite number of shares of common stock, par value $.001 per share (the
"Shares") of the Adjustable Rate Mortgage (ARM) Portfolio.

We have acted as counsel to the Fund since June 26, 1989 and in such
capacity have counseled the Fund regarding all regulatory matters subsequent to
such time.

In rendering this opinion, we have examined the Fund's Articles of
Incorporation, By-Laws and minute book, and the Post-Effective Amendment. We
have also examined such other instruments and documents as we have deemed
necessary or advisable. As to questions of fact material to our opinion, we
have relied upon representations of officers of the Fund, none of which
representations has been independently verified by us. In the foregoing
examination we have assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as originals and the conformity of authentic
original documents of the copies submitted to us as copies.

Based on the foregoing, we are of the opinion that upon the issuance of
the Shares in accordance with the Fund's Articles of Incorporation and
Post-Effective Amendment and the receipt by the Fund of a purchase price not
less than the net asset value per Share, the Shares will be legally issued and
outstanding, fully paid and non-assessable.
<PAGE> 2

We hereby consent to the filing of this opinion as an exhibit to the
Post-Effective Amendment.

Very truly yours,

VEDDER, PRICE, KAUFMAN & KAMMHOLZ

By: /s/ Cathy G. O'Kelly
---------------------------
Cathy G. O'Kelly

<PAGE> 1

February 23, 1996 EXHIBIT 11(a)

Asset Management Fund, Inc.
111 East Wacker Drive
Chicago, Illinois 60601

Ladies and Gentlemen:

We hereby consent to the reference to our name under the heading "Counsel
and Independent Accountants" in the Statements of Additional Information
contained in Post-Effective Amendment No. 26 to the registration statement of
Form N-1A under the Securities Act of 1933 for Asset Management Fund, Inc.
(File No. 2-78808) and to the filing of this consent as an exhibit to the
registration statement.

VEDDER, PRICE, KAUFMAN & KAMMHOLZ

By: /s/ Cathy G. O'Kelly
------------------------------
Cathy G. O'Kelly

<PAGE> 1
EXHIBIT 11(b)

February 28, 1996

Board of Directors
Asset Management Fund, Inc.
111 E. Wacker Drive
Chicago, Illinois 60601

Dear Sirs:

Reference is made to Post-Effective Amendment No. 26 to the
Registration Statement on Form N-1A under the Securities Act of 1933 being
filed by Asset Management Fund, Inc. (the "Fund") in connection with its
registration of shares of common stock, par value $.001 per share ("Shares") in
the Fund pursuant to Section 24(e) of the Investment Company Act of 1940.

We are counsel to the Fund and in such capacity are familiar with the
Fund's organization and have counseled the Fund regarding various legal
matters. We have examined such Fund records and other documents and
certificates as we have considered necessary or appropriate for the purposes of
this opinion. In our examination of such materials, we have assumed the
genuineness of all signatures and the conformity to original documents of all
copies submitted to us.

Based upon the foregoing, we advise you and opine that (a) the Fund is
a duly authorized and validly existing corporation with transferrable shares
under the laws of the State of Maryland and is authorized to issue six billion
Shares having an aggregate par value of six million dollars, and (b) upon the
issuance of the Shares in accordance with the Fund's Articles of Incorporation
and the receipt by the Fund of a purchase price not less than the net asset
value per Share, the Shares will be legally issued and outstanding, fully paid
and non-assessable.
<PAGE> 2

February 28, 1996
Page 2

This opinion is solely for the benefit of the Fund, the Fund's Board
of Trustees and the Fund's officers and may not be relied upon by any other
person without our prior written consent. We hereby consent to the use of this
opinion in connection with and to the filing of this opinion and consent as an
exhibit to said Post-Effective Amendment.

Very truly yours,

VEDDER, PRICE, KAUFMAN & KAMMHOLZ

/s/ VEDDER, PRICE, KAUFMAN & KAMMHOLZ

<PAGE> 1
EXHIBIT 11(c)

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the following with respect to Post-Effective Amendment No.
26 to the Registration Statement (No. 2 - 78808) on Form N-1A under the
Securities Act of 1933, as amended, of Asset Management Fund, Inc.:

- The incorporation by reference of our report dated November 29, 1995 on
our audit of the financial statements and financial highlights of the
Money Market, Short U.S. Government Securities, Adjustable Rate Mortgage
(ARM), Intermediate Mortgage Securities, and U.S. Government Mortgage
Securities Portfolio of Asset Management Fund, Inc., in the Statement
of Additional Information.

- The reference to our Firm under the heading "Financial Highlights" in
the Prospectus and under the heading "Counsel and Independent Accountants"
in the Statement of Additional Information.

/s/ COOPERS & LYBRAND L.L.P.
COOPERS & LYBRAND L.L.P.

2400 Eleven Penn Center
Philadelphia, Pennsylvania
February 23, 1996

<PAGE> 1

EXHIBIT 13.(a)

PURCHASE AGREEMENT

LIQUIDITY FUND FOR THRIFTS, INC. (the "Fund"), an open-end
diversified management investment company, and the undersigned depository
institution ("Purchaser"), intending to be legally bound, hereby agree as
follows:

1. In order to provide the Fund with its initial
capital, the Fund hereby sells to Purchaser and Purchaser purchases __________
shares of Common Stock of the Short-Term Portfolio at a price of $l.00 per
share and __________ shares of Common Stock of the Intermediate-Term Portfolio
(collectively, the "Shares") of the Fund at a price of $10.00 per share. The
Fund hereby acknowledges receipt from Purchaser of funds in the amount of
$__________ in full payment for the Short-Term Portfolio Shares and $__________
in full payment for the Intermediate-Term Portfolio Shares.

2. Purchaser represents and warrants to the Fund that
the Shares are being acquired for investment and not with a view to
distribution thereof, that Purchaser has no present intention to redeem or
dispose of any of the Shares, and that Purchaser is a "depository institution"
as defined in Regulation D of the Board of Governors of the Federal Reserve
System.

IN WITNESS WHEREOF, the parties have executed this agreement
as of the ______ day of November, 1982.

LIQUIDITY FUND FOR THRIFTS, INC.

By
------------------------------
James M. Walsh, President

--------------------------------
[NAME OF INSTITUTION]

By
-----------------------------
[President, Treasurer or
other Authorized Officer]

<PAGE> 1

EXHIBIT 13.(b)

PURCHASE AGREEMENT

1. In order to provide the Mortgage Securities
Performance Portfolio with its initial capital, the Fund hereby sells to
Purchaser and Purchaser purchases 20,000 shares of Common Stock of the Mortgage
Securities Performance Portfolio at a price of $10.00 per share (the "Shares").
The Fund hereby acknowledges receipt from Purchaser of funds in the amount of
$200,000 in full payment for the Shares.

IN WITNESS WHEREOF, the parties have executed this agreement
as of the 2nd day of November, 1983.

LIQUIDITY FUND FOR THRIFTS, INC.

By
-----------------------------
Donald R. Maag, President

[Name of Institution]

By
-----------------------------
Name:
Title:

<PAGE> 1

EXHIBIT 15.(f)

PLAN AND AGREEMENT
PURSUANT TO RULE 12b-1

This Plan and Agreement made and entered into as of September 1, 1990,
by and between Asset Management Fund for Financial Institutions, Inc., a
Maryland corporation (the "Fund"), and Shay Financial Services Co., an Illinois
general partnership (the "Sponsor");

W I T N E S S E T H:

WHEREAS, the Fund engages in business as an open-end management
investment company and is registered as such under the Investment Company Act
of 1940, as amended (the "Act");

WHEREAS, the Fund acts as a distributor of its shares of common stock
of the classes known as Short-Term Liquidity Portfolio Shares,
Intermediate-Term Portfolio Shares, Mortgage Securities Performance Portfolio
Shares and Corporate Bond Portfolio Shares (the "Shares") in accordance with
Rule 12b-1 under the Act and desires to adopt a plan pursuant to Rule 12b-1
(the "Plan"), and the Board of Directors of the Fund has determined there is a
reasonable likelihood that the Plan will benefit the Fund and its stockholders;

WHEREAS, the Fund desires to retain the Sponsor to provide facilities
and personnel and perform services for the Fund in accordance with the Plan in
the manner and on the terms and conditions hereinafter set forth; and

WHEREAS, the Sponsor desires to be so retained.

NOW, THEREFORE, the Fund hereby adopts a Plan in accordance with Rule
12b-1 under the Act and the Fund and the Sponsor hereby enter into this
Agreement, all on the terms and conditions hereinafter set forth.

1. Distribution. The Fund will engage in the distribution,
romotion, and marketing of its Shares.

2. Responsibilities of Sponsor. Subject to the general
supervision of the Fund's Board of Directors, the Sponsor will provide
services, facilities, personnel, and assistance in respect to marketing and
promotional activities of the Fund in distributing the Shares. The Sponsor
will, but not by way of limitation:

(a) Formulate and implement marketing and promotional
activities, including seminars, group meetings, other personal
contacts, mail promotions and industry advertising directed at savings
and loan associations and other organizations eligible to own Shares
of the Fund.
<PAGE> 2

(b) Provide special office space and equipment, telephone
facilities and dedicated personnel to whatever extent is necessary to
discharge the responsibilities of the Sponsor described herein.

(c) Obtain and evaluate and provide to the Fund such
information, analyses, and opinion in respect to marketing and
promotional activities as the Fund may reasonably request from time to
time.

(d) At its sole expense, register and qualify as a
securities broker to whatever extent is necessary to discharge the
responsibilities of the Sponsor described herein, under the Securities
Exchange Act of 1934, as amended, any applicable state securities
laws, and related regulations; and cause its employees who engage in
the business of effecting transactions in Shares of the Fund to be
registered, licensed, and qualified as securities brokers, principals
and agents.

(e) Bear the costs and expenses of printing and
distributing copies of prospectuses and annual and interim reports of
the Fund (after such materials have been prepared and set in type)
that are used in connection with the offering of Shares for sale to
investors, and the costs and expenses of preparing, setting in type,
printing and distributing any other literature used by the Sponsor in
connection with its activities hereunder. It is understood and agreed
that the Fund will bear the costs and expenses of preparing and
setting in type prospectuses, proxy material, reports, and notices and
the printing and distributing of the same to the Fund's stockholders
and regulatory authorities. The Sponsor will bear all other costs and
expenses of the services, facilities, personnel, and assistance to be
provided by it under this Plan and Agreement, including but not
limited to the compensation of personnel and all other costs and
expenses for office space, facilities, equipment, printing, telephone
service, heat, light, power and other utilities.

It is understood and agreed that the Sponsor will not as principal
purchase Shares from the Fund or as agent sell any Shares of the Fund to any
dealer or to the public, or otherwise engage in any activity that would result
in the Sponsor's being a "principal underwriter" of the Fund under the Act. In
discharging its responsibilities described herein, the Sponsor will take
whatever action is appropriate to assure that its actions do not violate any
provision of the Act, applicable federal or state securities laws, or related
regulations.

3. Fund Information. The Fund from time to time will furnish or
otherwise make available to the Sponsor such financial reports, proxy
statements, and other information relating to the business and affairs of the
Fund as the Sponsor may reasonably require in order to discharge its duties and
obligations hereunder.

4. Compensation of Sponsor. As full compensation for the
services, facilities, personnel and assistance to be provided by the Sponsor
hereunder, the Fund will pay the Sponsor a fee at an annual rate equal to 0.15
of 1% per annum of the combined average daily net assets

2
<PAGE> 3

of the Short-Term Portfolio and Intermediate-Term Portfolio of the Fund (the
"Combined Assets") up to and including $0.5 billion; at an annual rate equal to
0.125 of 1% per annum of the Combined Assets between $0.5 billion and $1.0
billion; at an annual rate equal to 0.10 of 1% per annum of the Combined Assets
between $1.0 billion and $2.0 billion; and at an annual rate equal to 0.075 of
1% per annum of the Combined Assets over $2.0 billion. The Fund will pay the
Sponsor a fee with respect to each of the Mortgage Securities Performance
Portfolio and the Corporate Bond Portfolio at an annual rate equal to 0.15 of
1% per annum of the average daily net assets of each Portfolio up to and
including $0.5 billion; at an annual rate equal to 0.125 of 1% per annum of the
average daily net assets between $0.5 billion and $1.0 billion; at an annual
rate equal to 0.10 of 1% per annum of the average daily net assets between $1.0
billion and $1.5 billion; and 0.075 of 1% per annum of the average daily net
assets over $1.5 billion. This fee for each month will be paid to the Sponsor
during the succeeding month in the event this Agreement becomes effective
subsequent to the first day of a month or terminates before the last day of a
month, the fee for the part of the month the Agreement is in effect will be
prorated in a manner consistent with the calculation of fees set forth above.

5. Standards. The Sponsor will use its best efforts in
performing services for the Fund, but in the absence of the willful
misfeasance, bad faith, gross negligence, or reckless disregard of its
obligations hereunder, the Sponsor will not be liable to the Fund or any of its
stockholders for any error of judgment or mistake of law, for any act or
omission, or for any losses sustained by the Fund or its stockholders.

6. Indemnification. The Fund will indemnify and hold harmless
the Sponsor and the officers, directors, and employees of the Sponsor (together
the "Persons Indemnified") against any loss, claim, damage, or liability, joint
or several, to which the Persons Indemnified may become subject, under the Act
or otherwise, insofar as such loss, claim, damage or liability (or actions in
respect thereof) arises out of or is based upon any untrue statement or alleged
untrue statement of any material fact contained in any Registration Statement
or Prospectus of the Fund relating to the Shares or any amendment or supplement
thereto, or arises out of or is based upon the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading; and will reimburse the Persons
Indemnified for any legal or other expenses reasonably incurred by the Persons
Indemnified in connection with investigating or defending any such loss, claim,
damage, liability or action; provided, however, that the Fund will not be
liable in any such case to the extent that any such loss, claim, damage or
liability arises out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission made in any of such documents
relating to the Sponsor or in reliance upon and in conformity with information
furnished to the Fund by any Persons Indemnified specifically for use therein.
It is understood, however, that nothing in this Paragraph 6 will protect any
Persons Indemnified against, or entitle any Person Indemnified to
indemnification against, any loss, claim, damage, or liability (or actions in
respect thereof) to an extent or in a manner inconsistent with the Act.

7. Similar Services for Others. Nothing contained in this Plan
and Agreement will prevent the Sponsor or any affiliated person of the Sponsor
from performing services similar to

3
<PAGE> 4

those to be performed hereunder for any other person, firm or corporation or
for its or their own accounts or for the accounts of others.

8. Reports. At least quarterly, the Sponsor will provide the
Treasurer of the Fund for submission to and review by the Fund's Board of
Directors, the Treasurer of the Fund will submit to the Fund's Board of
Directors, and the Fund's Board of Directors will review, a written report of
the amounts expended under this Plan and Agreement and the purposes for which
the expenditures were made.

9. Approval. This Plan and Agreement will become effective upon
approval by at least a majority of the outstanding voting shares (as defined in
the Act) of the Fund and upon approval by a vote of the Board of Directors of
the Fund and of the directors who are not interested persons (as defined in the
Act) of the Fund and who have no direct or indirect financial interest in the
Plan and Agreement ("Qualified Directors"), cast in person at a meeting called
for the purpose of voting on the Plan and Agreement.

10. Duration and Termination. This Plan and Agreement will be
submitted for approval at a meeting of stockholders of the Fund. The Plan and
Agreement will continue in effect until March 1, 1991 and shall continue in
effect from year to year thereafter, subject to automatic termination if not
approved at such meeting of stockholders and subject to termination as
hereinafter provided, if approved at least annually by a vote of the Board of
Directors of the Fund and of the Qualified Directors, cast in person at a
meeting called for the purpose of voting on the Plan and Agreement or by a
majority of the outstanding shares (as defined in the Act) of the Fund. The
Plan and Agreement will terminate automatically upon assignment (as defined in
the Act) and is terminable at any time without penalty by a majority of the
Fund's Qualified Directors or by at least a majority of the outstanding voting
shares (as defined in the Act) of the Fund on 60 days' written notice to the
Sponsor, or by the Sponsor on 90 days' written notice to the Fund.

11. Amendment. This Plan and Agreement may not be amended to
increase materially the amount to be spent for the services, facilities,
personnel and assistance of the Sponsor described herein without approval of
the stockholders of the Fund, and all material amendments of the Plan and
Agreement must be approved by a vote of the Board of Directors of the Fund and
of the Qualified Directors, cast in person at a meeting called for the purpose
of voting on the amendment.

12. Directors. So long as this Plan and Agreement is in effect,
the selection and nomination of Fund directors who are not interested person
(as defined in the Act) of the Fund will be committed to the discretion of Fund
directors who are themselves not interested persons (as so defined) of the
Fund.

13. Records. The Fund will preserve copies of this Plan and
Agreement and all reports made pursuant to Paragraph 8 above for a period of
not less than six years from the date

4
<PAGE> 5

of the Plan and Agreement or any such report, as the case may be, the first two
years in an easily accessible place.

14. Assistance in Marketing and Promotion. It is anticipated that
various organizations will assist the Sponsor in marketing and promoting the
Fund, including but not limited to state leagues of savings and loan
associations. No such organization will engage in the business of effecting
transactions in Shares of the Fund for the account of others, however, unless
registered as a securities broker under the Securities Exchange Act of 1934, as
amended, and applicable state securities laws, and related regulations. The
Sponsor will be solely responsible for any payments in respect to assistance in
so marketing and promoting the Fund, and the payments will be limited to
reasonable and necessary amounts.

15. Controlling Law. This Plan and Agreement will be construed in
accordance with the laws of the State of Illinois and applicable provisions of
the Act. To the extent the applicable laws of the State of Illinois or any of
the provisions herein conflict with provisions of the Act, the latter will
control.

5
<PAGE> 6

IN WITNESS WHEREOF, the parties hereto have executed and delivered
this Plan and Agreement as of September 1, 1990.

ASSET MANAGEMENT FUND FOR FINANCIAL
INSTITUTIONS, INC.

By:/s/
-----------------------
Its:President
----------------------
ATTEST:

By:/s/
-------------------------
Its:Secretary
------------------

SHAY FINANCIAL SERVICES CO.

By:/s/
----------------------------
Its:Executive Vice President
---------------------------
ATTEST:

By:/s/
-------------------------
Its:Secretary
------------------

<PAGE> 1
EXHIBIT 15.(g)

FORM OF
AMENDMENT TO PLAN AND AGREEMENT PURSUANT TO RULE 12b-1

This Amendment, made and entered into as of June 28, 1991, amends the
Plan and Agreement Pursuant to Rule 12b-1 dated September 1, 1990 (the "Plan
and Agreement") by and between Asset Management Fund for Financial
Institutions, Inc., a Maryland corporation (the "Fund"), and Shay Financial
Services Co., an Illinois general partnership (the "Sponsor").

WITNESSETH:

WHEREAS, the Fund acts as a distributor of its shares of common stock
of the class known as Adjustable Rate Mortgage (ARM) Portfolio Shares in
accordance with Rule 12b-1 under the Act:

WHEREAS, the Fund has retained the Sponsor to provide facilities and
personnel and to perform services for the Fund with respect to its shares of
common stock of the classes known as Short-Term Liquidity Portfolio Shares,
Intermediate-Term Liquidity Portfolio Shares, Mortgage Securities Performance
Portfolio Shares and Corporate Bond Portfolio Shares in accordance with the
Plan and Agreement; and

WHEREAS, the Fund wishes to retain the Sponsor to provide the same
services to the Adjustable Rate Mortgage (ARM) Portfolio and the Sponsor wishes
to be so retained;

NOW, THEREFORE, the parties hereto, intending to be legally bound,
hereby agree as follows:

1. The Fund retains the Sponsor to perform all the services described
in, and on the terms and conditions contained in, the Plan and Agreement for
all classes of shares of the Fund, including the Adjustable Rate Mortgage (ARM)
Portfolio class, provided with respect to the Adjustable Rate Mortgage (ARM)
Portfolio, in lieu of paragraph 4 of the Plan and Agreement, the following
provisions shall apply:

Compensation of Sponsor. As full compensation for the services,
facilities, personnel and assistance to be provided by the Sponsor hereunder,
the Fund will pay the Sponsor a fee with respect to the Adjustable Rate
Mortgage (ARM) Portfolio at an annual rate equal to 0.25 of 1% per annum of the
average daily net assets of the Portfolio. This fee for each month will be
paid to the Sponsor during the succeeding month. In the event this Agreement
becomes effective subsequent to the first day of a month or terminates before
the last day of a month, the fee for the part of the month the Agreement is in
effect will be prorated in a manner consistent with the calculation of fees set
forth above.
<PAGE> 2
2. Terms used herein shall have the same meaning as set forth in the
Plan and Agreement.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment as of June 28, 1991.

ASSET MANAGEMENT FUND FOR
FINANCIAL INSTITUTIONS, INC.

By:
---------------------------------
Its:
---------------------------------

ATTEST:

By:
----------------------------------
Its:
----------------------------------

SHAY FINANCIAL SERVICES CO.

By:
---------------------------------
Its:
---------------------------------

ATTEST:

By:
----------------------------------
Its:
----------------------------------

<PAGE> 1

EXHIBIT 15.(h)

AMENDMENT TO PLAN AND AGREEMENT PURSUANT TO RULE 12b-1

WITNESSETH:

WHEREAS, the Fund acts as a distributor of its shares of common stock
of the class known as Adjustable Rate Mortgage (ARM) Portfolio Shares in
accordance with Rule 12b-1 under the Act:

WHEREAS, the Fund wishes to retain the Sponsor to provide the same
services to the Adjustable Rate Mortgage (ARM) Portfolio and the Sponsor wishes
to be so retained;

NOW, THEREFORE, the parties hereto, intending to be legally bound,
hereby agree as follows:

1. The Fund retains the Sponsor to perform all the services
described in, and on the terms and conditions contained in, the Plan and
Agreement for all classes of shares of the Fund, including the Adjustable Rate
Mortgage (ARM) Portfolio class, provided with respect to the Adjustable Rate
Mortgage (ARM) Portfolio, in lieu of paragraph 4 of the Plan and Agreement, the
following provisions shall apply:

2. Terms used herein shall have the same meaning as set forth in
the Plan and Agreement.

IN WITNESS WHEREOF, the parties hereto have executed and delivered
this Amendment as of June 28, 1991.

ASSET MANAGEMENT FUND FOR
FINANCIAL INSTITUTIONS, INC.

By: /s/
---------------------------------
Its: Vice President
---------------------------------

ATTEST:

By: /s/
------------------------------
Its: Secretary
-----------------------------

SHAY FINANCIAL SERVICES CO.

By: /s/
---------------------------------
Its: President
---------------------------------

ATTEST:

By: /s/
------------------------------
Its: Counsel
-----------------------------

<PAGE> 1

EXHIBIT 16.

ASSET MANAGEMENT FUND FOR SAVINGS INSTITUTIONS, INC.
SHORT-TERM LIQUIDITY PORTFOLIO
7 - DAY YIELD CALCULATIONS
FOR THE PERIOD ENDED OCTOBER 31, 1988

Standardized Yield:

.0015517 x 365
-------- ---
1.00 7 = 8.09%
=====

Where: .0015517 = Net Change in the Value of One Share; and

1.00 = Value of One Share at the Beginning of the
Period

Effective Yield:

365/7
(.0015517 + 1) - 1 = 8.42%
=====

Where: .0015517 = Base Period Return

3
<PAGE> 2

ASSET MANAGEMENT FUND FOR SAVINGS INSTITUTIONS, INC.
30-DAY STANDARDIZED YIELD CALCULATIONS FOR
THE PERIOD ENDED OCTOBER 31, 1988

6
2 x [((A - B) + 1) 1] = Yield
(C x D)

Where: A = Interest Earned during the Period
B = Expenses Accrued during the period
C = Average Shares Outstanding during the Period
D = Maximum Offering Price/Share on the Last Day of the Period

Intermediate-Term Liquidity Portfolio

6
2 x [((6,857,990 - 1,131,086) + 1) - 1] = 8.14%
(82,794,998 x 10.37) =====

Mortgage Securities Performance Portfolio

6
2 x [((2,186,703 - 107,823) + 1) - 1] = 8.76%
(27,072,157 x 10.71) =====

Corporate Bond Portfolio

6
2 x [((849,442 - 47,381) + 1) - 1) = 9.23%
(11,225,639 x 9.47) =====

4
<PAGE> 3

ASSET MANAGEMENT FUND FOR SAVINGS INSTITUTIONS, INC.
STANDARDIZED TOTAL RATE OF RETURN CALCULATIONS
FOR PERIODS ENDED OCTOBER 31, 1988

The standardized formula is as follows:
n
P x (1 + T) = ERV

Where:

P = The Hypothetical Initial Investment ($1,000)

n = The Number of Annualized Periods over which Return is being
Measured

ERV = Ending Redeemable Value

T = Average Annual Total Return

Stated alternatively, the formula reads:

1/n
[(ERV/P) - 1] = T

Intermediate - Term Liquidity Portfolio

One-Year:
1
[(1,076.61/1,000) - 1] = 7.66%
=====
Five-Year:
1/5
[(1,625.58/1,000) - 1] = 10.21%
======

From Effective Date of Registration (11/27/82):

1/5
[(1,767.37/1,000) - 1] = 10.07%
======
Mortgage Securities Performance Portfolio

One-Year:
1
[(1,131.48/1,000) - 1] =13.15%
======

5
<PAGE> 4

From Effective Date of Registration (1/23/84):
1/4.77808
[(1,717.17/1,000) - 1] = 11.98%
======
Corporate Bond Portfolio

One-Year:
1
[(1,149.22/1,000) - 1] = 14.92%
======
From Effective Date of Registration (11/7/86):

1/1.98630
[(1,124.02/1,000) - 1] = 6.06%
=====

6
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<ARTICLE> 6
<CIK> 0000705318
<NAME> ASSET MANAGEMENT FUND, INC.
<SERIES>
<NUMBER> 1
<NAME> ADJUSTABLE RATE MORTGAGE (ARM) PORTFOLIO

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> OCT-31-1995
<PERIOD-START> NOV-01-1994
<PERIOD-END> OCT-31-1995
<INVESTMENTS-AT-COST> 883,703,221
<INVESTMENTS-AT-VALUE> 889,153,542
<RECEIVABLES> 7,210,250
<ASSETS-OTHER> 745
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 896,364,537
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 4,826,340
<TOTAL-LIABILITIES> 4,826,340
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 910,580,228
<SHARES-COMMON-STOCK> 89,713,434
<SHARES-COMMON-PRIOR> 106,899,464
<ACCUMULATED-NII-CURRENT> 53,047,738
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (24,492,353)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 5,450,321
<NET-ASSETS> 891,538,197
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 57,200,909
<OTHER-INCOME> 0
<EXPENSES-NET> 4,153,171
<NET-INVESTMENT-INCOME> 53,047,738
<REALIZED-GAINS-CURRENT> (5,071,664)
<APPREC-INCREASE-CURRENT> 17,505,230
<NET-CHANGE-FROM-OPS> 65,481,304
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 53,047,738
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 31,767,897
<NUMBER-OF-SHARES-REDEEMED> 51,689,731
<SHARES-REINVESTED> 2,735,804
<NET-CHANGE-IN-ASSETS> (154,376,093)
<ACCUMULATED-NII-PRIOR> 59,878,208
<ACCUMULATED-GAINS-PRIOR> (19,420,689)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 3,902,878
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 6,755,087
<AVERAGE-NET-ASSETS> 867,298,067
<PER-SHARE-NAV-BEGIN> 9.78
<PER-SHARE-NII> .604
<PER-SHARE-GAIN-APPREC> .160
<PER-SHARE-DIVIDEND> (.604)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 9.94
<EXPENSE-RATIO> 0.48
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<ARTICLE> 6
<CIK> 0000705318
<NAME> ASSET MANAGEMENT FUND, INC.
<SERIES>
<NUMBER> 2
<NAME> SHORT U.S. GOV'T SECURITIES PORTFOLIO

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> OCT-31-1995
<PERIOD-START> NOV-01-1994
<PERIOD-END> OCT-31-1995
<INVESTMENTS-AT-COST> 162,427,362
<INVESTMENTS-AT-VALUE> 165,849,813
<RECEIVABLES> 2,376,481
<ASSETS-OTHER> 131
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 168,226,425
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 883,369
<TOTAL-LIABILITIES> 883,369
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 181,861,100
<SHARES-COMMON-STOCK> 15,666,139
<SHARES-COMMON-PRIOR> 17,207,893
<ACCUMULATED-NII-CURRENT> 10,501,665
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (476,714)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 3,412,451
<NET-ASSETS> 167,343,056
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 11,310,902
<OTHER-INCOME> 0
<EXPENSES-NET> 809,237
<NET-INVESTMENT-INCOME> 10,501,665
<REALIZED-GAINS-CURRENT> (476,714)
<APPREC-INCREASE-CURRENT> 3,838,561
<NET-CHANGE-FROM-OPS> 13,863,512
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 10,501,665
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 2,982,085
<NUMBER-OF-SHARES-REDEEMED> 5,044,075
<SHARES-REINVESTED> 520,236
<NET-CHANGE-IN-ASSETS> (12,396,618)
<ACCUMULATED-NII-PRIOR> 10,743,734
<ACCUMULATED-GAINS-PRIOR> (17,325,713)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 409,187
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 809,237
<AVERAGE-NET-ASSETS> 163,674,921
<PER-SHARE-NAV-BEGIN> 10.45
<PER-SHARE-NII> .675
<PER-SHARE-GAIN-APPREC> .230
<PER-SHARE-DIVIDEND> (.675)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.68
<EXPENSE-RATIO> 0.49
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<ARTICLE> 6
<CIK> 0000705318
<NAME> ASSET MANAGEMENT FUND, INC.
<SERIES>
<NUMBER> 3
<NAME> MONEY MARKET PORTFOLIO

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> OCT-31-1995
<PERIOD-START> NOV-01-1994
<PERIOD-END> OCT-31-1995
<INVESTMENTS-AT-COST> 36,758,000
<INVESTMENTS-AT-VALUE> 36,758,000
<RECEIVABLES> 289,308
<ASSETS-OTHER> 54
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 37,047,362
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 177,992
<TOTAL-LIABILITIES> 177,992
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 36,869,370
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 2,243,632
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 36,869,370
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 2,346,917
<OTHER-INCOME> 0
<EXPENSES-NET> 100,891
<NET-INVESTMENT-INCOME> 2,246,026
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 2,246,026
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 2,243,632
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 389,839,779
<NUMBER-OF-SHARES-REDEEMED> 437,694,716
<SHARES-REINVESTED> 1,752,434
<NET-CHANGE-IN-ASSETS> (46,100,109)
<ACCUMULATED-NII-PRIOR> 2,002,573
<ACCUMULATED-GAINS-PRIOR> (2,394)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 62,352
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 163,243
<AVERAGE-NET-ASSETS> 36,428,856
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> .055
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> (.055)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> 0.24
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<ARTICLE> 6
<CIK> 0000705318
<NAME> ASSET MANAGEMENT FUND, INC.
<SERIES>
<NUMBER> 4
<NAME> U.S. GOVERNMENT MORTGAGE SECURITIES PORTFOLIO

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> OCT-31-1995
<PERIOD-START> NOV-01-1994
<PERIOD-END> OCT-31-1995
<INVESTMENTS-AT-COST> 59,707,296
<INVESTMENTS-AT-VALUE> 62,257,740
<RECEIVABLES> 388,288
<ASSETS-OTHER> 279
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 62,646,307
<PAYABLE-FOR-SECURITIES> 14,245
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 375,564
<TOTAL-LIABILITIES> 387,809
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 63,755,818
<SHARES-COMMON-STOCK> 5,828,832
<SHARES-COMMON-PRIOR> 5,925,213
<ACCUMULATED-NII-CURRENT> 4,477,858
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (4,047,764)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 2,550,444
<NET-ASSETS> 62,258,498
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 4,800,817
<OTHER-INCOME> 0
<EXPENSES-NET> 322,959
<NET-INVESTMENT-INCOME> 4,477,858
<REALIZED-GAINS-CURRENT> (692,768)
<APPREC-INCREASE-CURRENT> 3,311,968
<NET-CHANGE-FROM-OPS> 7,097,058
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 4,477,858
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 243,511
<NUMBER-OF-SHARES-REDEEMED> 520,356
<SHARES-REINVESTED> 180,463
<NET-CHANGE-IN-ASSETS> 1,645,791
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 151,437
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 322,959
<AVERAGE-NET-ASSETS> 60,572,000
<PER-SHARE-NAV-BEGIN> 10.23
<PER-SHARE-NII> .770
<PER-SHARE-GAIN-APPREC> .450
<PER-SHARE-DIVIDEND> (.770)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.68
<EXPENSE-RATIO> .53
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<ARTICLE> 6
<CIK> 0000705318
<NAME> ASSET MANAGEMENT FUND, INC.
<SERIES>
<NUMBER> 5
<NAME> INTERMEDIATE MORTGAGE SECURITIES PORTFOLIO

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> OCT-31-1995
<PERIOD-START> NOV-01-1994
<PERIOD-END> OCT-31-1995
<INVESTMENTS-AT-COST> 182,955,747
<INVESTMENTS-AT-VALUE> 186,537,673
<RECEIVABLES> 1,604,069
<ASSETS-OTHER> 488
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 188,142,233
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1,054,954
<TOTAL-LIABILITIES> 1,054,954
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 202,103,985
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 12,598,793
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (18,598,632)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 3,581,926
<NET-ASSETS> 187,087,279
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 13,336,288
<OTHER-INCOME> 0
<EXPENSES-NET> 737,495
<NET-INVESTMENT-INCOME> 12,598,793
<REALIZED-GAINS-CURRENT> (1,844,362)
<APPREC-INCREASE-CURRENT> 8,378,746
<NET-CHANGE-FROM-OPS> 19,153,177
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 12,598,793
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 2,232,516
<NUMBER-OF-SHARES-REDEEMED> 42,595,593
<SHARES-REINVESTED> 7,468,823
<NET-CHANGE-IN-ASSETS> (26,339,870)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 673,110
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,122,129
<AVERAGE-NET-ASSETS> 186,152,776
<PER-SHARE-NAV-BEGIN> 9.34
<PER-SHARE-NII> .621
<PER-SHARE-GAIN-APPREC> .340
<PER-SHARE-DIVIDEND> (.621)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 9.68
<EXPENSE-RATIO> 0.38
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>