December 26, 1996
U.S. Securities and Exchange Commission
Attn: Filing Desk
450 5th Street, N.W.
Washington, DC 20549
RE: Rule 24(f)-2 Notice for Asset Management Fund, Inc.
File No. 2-78808
Dear Gentlemen and Ladies:
Pursuant to Rule 24(f)-2 of the Investment Company Act of 1940, the above
referenced Fund hereby files the following:
1. Rule 24(f)-2 Notice; and
2. Opinion of Counsel.
We will obtain confirmation of this filing via our CompuServe account,
72741,733. If there are any questions on this filing I can be reached at
(302) 791-2919.
Very Truly Yours,
Wendy McGee
Legal Assistant
Enclosures
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24f-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer: Asset Management Fund, Inc.
Shay Financial Services Co.
111 East Wacker Drive
Chicago, Il 60601
2. Name of each series or class of funds for which this notice is filed:
Asset Management Fund, Inc.
Money Market Portfolio
Short U.S. Government Securities Portfolio
Adjustable Rate Mortgage (ARM) Portfolio
U.S. Government Mortgage Securities Portfolio
Intermediate Mortgage Securities Portfolio
3. Investment Company Act File Number: 811-3541
Securities Act File Number: 2-78808
4. Last day of fiscal year for which this notice is filed: 10/31/96
5. Check box if this notice is being filed more than 180 days after the
close of the issuer's fiscal year for purposes of reporting securities
sold after the close of the fiscal year but before termination of the
issuer's 24f-2 declaration:
[ ]
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable: n/a
7. Number and amount of securities of the same class or series which had
been registered under the Securities Act of 1933 other than pursuant to
rule 24f-2 in a prior fiscal year, but which remained unsold at the
beginning of the fiscal year: n/a
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2: n/a
Number
Money Market 46,160,503
Short U.S. Government 1,547,154
ARM 17,191,841
U.S. Gov't Mortgage 101,796
Intermediate Mortgage 3,522,538
9. Number and aggregate sale price of securities sold during the fiscal year:
Number Sale Price
Money Market 756,322,916 $756,322,916
Short U.S. Government 4,141,918 44,293,836
ARM 54,984,099 547,849,221
U.S. Gov't Mortgage 950,852 10,233,212
Intermediate Mortgage 1,221,455 11,947,721
Total 817,621,240 $1,370,646,906
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
Number Sale Price
Money Market 756,322,916 $756,322,916
Short U.S. Government 4,141,918 44,293,835
ARM 54,984,099 547,849,221
U.S. Gov't Mortgage 950,852 10,233,212
Intermediate Mortgage 1,221,455 11,947,721
Total 817,621,240 $1,370,646,905
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable:
Number Sale Price
Money Market 2,389,475 $2,389,475
Short U.S. Government 527,303 5,584,685
ARM 2,803,118 27,868,817
U.S. Gov't Mortgage 179,409 1,891,769
Intermediate Mortgage 137,670 7,021,955
Total 6,033,975 $44,756,701
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the
fiscal year in reliance on rule 24f-2 (from Item 10): $1,370,746,905
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if applicable): + 44,756,701
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): -1,561,422,796
(iv) Aggregate price of shares redeemed or repurchased and
previously applied as a reduction to filing fees pursuant
to rule 24e-2 (if applicable): + 0
(v) Net aggregate price of securities sold and issued
during the fiscal year in reliance on rule 24f-2
[line (i), plus line (ii), less line (iii), plus
line (iv)] (if applicable): $ 0
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law or
regulation: / 3300
(vii) Fee due [line (i) or line (v) multiplied by
line (vi)]: $ 0
13. Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's Rules of
Informal and Other Procedures (17 CFR 202.3a).
[ ]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
By: /s/Edward E. Sammons, Jr.
Edward E. Sammons, Jr.
Vice President and Secretary
Date: December 23, 1996
December 27, 1996
Board of Directors
Asset Management Fund, Inc.
111 East Wacker Drive
Chicago, Illinois 60601
Re: 24f-2 Notice for Asset Management Fund, Inc.
File Nos. 2-78808 and 811-3541
Gentlemen:
We have acted as counsel to Asset Management Fund, Inc. (the "Fund") in
connection with its public offering of an indefinite number of units of
beneficial interest, $.001 par value ("Shares"), from each of the five
authorized series of the Fund.
Based upon the foregoing, it is our opinion that the Shares issued, as
reported on the accompanying Notice pursuant to Rule 24f-2 reporting sales
and redemptions during the period November 1, 1995 through October 31, 1996,
were legally issued, fully paid and nonassessable.
In rendering this opinion, we have relied upon an Officer's Certificate
executed by a Vice President of the Fund representing, among other things,
that all Shares of the Fund have been issued at the net asset value per
share next determined after the Fund's receipt of an order in proper form
and payment therefor from the investor, as described in the Fund's Prospectus
and Statement of Additional Information.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission pursuant to Rule 24f-2 promulgated under Section 24(f) of
the Investment Company Act of 1940, together with the Fund's Rule 24f-2
Notice.
Very truly yours,
/s/VEDDER, PRICE, KAUFMAN & KAMMHOLZ
VEDDER, PRICE, KAUFMAN & KAMMHOLZ
By: /s/Cathy G. O'Kelly
Cathy G. O'Kelly
