<PAGE>
ASSET MANAGEMENT FUND, INC.
Money Market Portfolio
Adjustable Rate Mortgage (ARM) Portfolio
Short U.S. Government Securities Portfolio
Intermediate Mortgage Securities Portfolio
U.S. Government Mortgage Securities Portfolio
SUPPLEMENT TO PROSPECTUS
DATED MARCH 1, 1997
----------------------------------------------
INVESTMENT ADVISER
Shay Assets Management Co., the Fund's current 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
partnership interest. Shay Assets Management, Inc. has entered into a
definitive agreement with ACB Assets Management, Inc. pursuant to which
Shay Assets Management, Inc. will acquire ACB Assets Management, Inc.'s
fifty-percent interest in Shay Assets Management Co. Prior to becoming the
Fund's adviser, Shay Assets Management, Inc. will be registered as an
investment adviser under the Investment Advisers Act of 1940.
Because the transaction may constitute an assignment of the Fund's investment
advisory agreement with Shay Assets Management Co. under the Investment Company
Act of 1940, at a meeting held on August 4, 1997, the Board approved a new
investment advisory agreement between the Fund and Shay Assets Management, Inc.
and is seeking shareholder approval of this agreement at a meeting scheduled for
October 31, 1997. Except for the omission of certain expense limitations that
are no longer required by state securities laws, there are no material
differences between the Fund's current investment advisory agreement with Shay
Assets Management Co. and the new investment advisory agreement with Shay Assets
Management, Inc.
Upon completion of the transaction, Shay Assets Management Co. will be
dissolved and its investment management operations will be consolidated
into the investment management operations of Shay Assets Management, Inc.
Shay Assets Management, Inc. will become a wholly owned subsidiary of Shay
Investment Services, Inc., a closely held corporation controlled by Rodger
D. Shay. Shay Assets Management, Inc. will be located at 111 East Wacker
Drive, Chicago, Illinois 60601. Shay Investment Services, Inc. is located
at 888 Brickell Avenue, Miami, Florida 33131. Consummation of the
transaction is subject to a number of contingencies. If the contingencies
are timely met, the transaction is expected to close in the fourth quarter
of 1997, but in no event later than December 31, 1997.
DISTRIBUTOR
Shay Financial Services Co., the Fund's current distributor, 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 partnership
interest. In a transaction related to the transaction described above and
governed by the same definitive agreement, ACB
<PAGE>
Securities, Inc. has agreed to sell its fifty-percent interest in Shay Financial
Services Co. to Shay Financial Services, Inc. Immediately upon the purchase of
ACB Securities, Inc.'s interest, all of Shay Financial Services Co.'s assets
will be transferred to, and all of its liabilities assumed by, Shay Financial
Services, Inc. Shay Financial Services, Inc., which will become a wholly owned
subsidiary of Shay Investment Services, Inc., will then operate the distribution
business and will dissolve Shay Financial Services Co. Prior to becoming the
Fund's distributor, Shay Financial Services, Inc. will become registered as a
broker/dealer under the Securities Exchange Act of 1934 and in all necessary
jurisdictions and will become a member of the National Association of Securities
Dealers, Inc.
The purchase by Shay Financial Services, Inc. of ACB Securities, Inc.'s interest
in Shay Financial Services Co. may effect a change of control of the Fund's
distributor, which may result in the assignment and automatic termination of the
agreement related to the Fund's 12b-1 Plan under the Investment Company Act of
1940. Accordingly, at its August 4, 1997 meeting, the Board approved a new
distribution agreement with Shay Financial Services, Inc. as the provider of the
services previously rendered by Shay Financial Services Co.
At its August 4, 1997 meeting, the Board also approved a modification to the
form of the Fund's distribution agreement that separates the agreement related
to the Fund's 12b-1 Plan from the 12b-1 Plan itself and incorporates certain
provisions of the old distribution agreement, including the specific
responsibilities of Shay Financial Services, Inc. as the Fund's new principal
distributor, into the new distribution agreement. The separation of the Fund's
12b-1 Plan and the agreement related to the 12b-1 Plan does not result in any
material change in the annual fees charged for distribution services. The new
distribution agreement and the new 12b-1 Plan will be effective upon the closing
of the transaction described above.
Supplement dated October 3, 1997
2
<PAGE>
ASSET MANAGEMENT FUND, INC.
Adjustable Rate Mortgage (ARM) Portfolio
Intermediate Mortgage Securities Portfolio
U.S. Government Mortgage Securities Portfolio
SUPPLEMENT TO
STATEMENT OF ADDITIONAL INFORMATION
DATED MARCH 1, 1997
----------------------------------------------
ON PAGE 10, the disclosure after the first paragraph under the heading
"Management of the Fund" is amended by adding the following:
"RICHARD M. AMIS (Age 46) Director
630 Clarksville Street
Paris, TX 75460
Principal Occupations During the Past Five Years and Prior
Relevant Experience
----------------------------------------------------------
President, First Federal Savings & Loan Association since 1984;
Chairman, Texas Savings and Community Bankers Association since
June 1997; Director, First Financial Trust Company."
INVESTMENT ADVISER
Shay Assets Management Co., the Fund's current adviser, is an Illinois
general partnership that consists of two general partners, Shay Assets
Management, Inc. and ACB Assets Management, Inc., each of which holds a
fifty-percent partnership interest. Shay Assets Management, Inc. has
entered into a definitive agreement with ACB Assets Management, Inc.
pursuant to which Shay Assets Management, Inc. will acquire ACB Assets
Management, Inc.'s fifty-percent interest in Shay Assets Management Co.
Prior to becoming the Fund's adviser, Shay Assets Management, Inc. will be
registered as an investment adviser under the Investment Advisers Act of
1940.
Because the above transaction may constitute an assignment of the Fund's
investment advisory agreement with Shay Assets Management Co. under the
Investment Company Act of 1940, at a meeting held on August 4, 1997, the Board
approved a new investment advisory agreement between the Fund and Shay Assets
Management, Inc. and is seeking shareholder approval of this agreement at a
meeting scheduled for October 31, 1997. Except for the omission of certain
expense limitations that are no longer required by state securities laws, there
are no material differences between the Fund's current investment advisory
agreement with Shay Assets Management Co. and the new investment advisory
agreement with Shay Assets Management, Inc.
Upon completion of the transaction, Shay Assets Management Co. will be
dissolved and its investment management operations will be consolidated
into the investment management operations of Shay Assets Management, Inc.
Shay Assets Management, Inc. will become a wholly owned subsidiary of Shay
<PAGE>
Investment Services, Inc., a closely held corporation controlled by Rodger
D. Shay. Shay Assets Management, Inc. will be located at 111 East Wacker
Drive, Chicago, Illinois 60601. Shay Investment Services, Inc. is located
at 888 Brickell Avenue, Miami, Florida 33131. Consummation of the
transaction is subject to a number of contingencies. If the contingencies
are timely met, the transaction is expected to close in the fourth quarter
of 1997, but in no event later than December 31, 1997.
DISTRIBUTOR
Shay Financial Services Co., the Fund's current distributor, is an Illinois
general partnership that consists of two general partners, Shay Financial
Services, Inc. and ACB Securities, Inc., each of which holds a fifty- percent
partnership interest. In a transaction related to the transaction described
above and governed by the same definitive agreement, ACB Securities, Inc. has
agreed to sell its fifty-percent interest in Shay Financial Services Co. to Shay
Financial Services, Inc. Immediately upon the purchase of ACB Securities, Inc.'s
interest, all of Shay Financial Services Co.'s assets will be transferred to,
and all of its liabilities assumed by, Shay Financial Services, Inc. Shay
Financial Services, Inc., which will become a wholly owned subsidiary of Shay
Investment Services, Inc., will then operate the distribution business and will
dissolve Shay Financial Services Co. Prior to becoming the Fund's distributor,
Shay Financial Services, Inc. will become registered as a broker/dealer under
the Securities Exchange Act of 1934 and in all necessary jurisdictions and will
become a member of the National Association of Securities Dealers, Inc.
The purchase by Shay Financial Services, Inc. of ACB Securities, Inc.'s interest
in Shay Financial Services Co. may effect a change of control of the Fund's
distributor, which may result in the assignment and automatic termination of the
agreement related to the Fund's 12b-1 Plan under the Investment Company Act of
1940. Accordingly, at its August 4, 1997 meeting, the Board approved a new
distribution agreement with Shay Financial Services, Inc. as the provider of the
services previously rendered by Shay Financial Services Co.
At its August 4, 1997 meeting, the Board also approved a modification to the
form of the Fund's distribution agreement that separates the agreement related
to the Fund's 12b-1 Plan from the 12b-1 Plan itself and incorporates certain
provisions of the old distribution agreement, including the specific
responsibilities of Shay Financial Services, Inc. as the Fund's new principal
distributor, into the new distribution agreement. The separation of the Fund's
12b-1 Plan and the agreement related to the 12b-1 Plan does not result in any
material change in the annual fees charged for distribution services. The new
distribution agreement and the new 12b-1 Plan will be effective upon the closing
of the transaction described above.
Supplement dated October 3, 1997
2
<PAGE>
ASSET MANAGEMENT FUND, INC.
Money Market Portfolio
Short U.S. Government Securities Portfolio
SUPPLEMENT TO STATEMENT OF ADDITIONAL INFORMATION
DATED MARCH 1, 1997
--------------------------------------------------
ON PAGE 7, the disclosure after the first paragraph under the heading
"Management of the Fund" is amended by adding the following:
"RICHARD M. AMIS (Age 46) Director
630 Clarksville Street
Paris, TX 75460
Principal Occupations During the Past Five Years and Prior
Relevant Experience
----------------------------------------------------------
President, First Federal Savings & Loan Association since 1984;
Chairman, Texas Savings and Community Bankers Association since
June 1997; Director, First Financial Trust Company."
INVESTMENT ADVISER
Shay Assets Management Co., the Fund's current adviser, is an Illinois
general partnership that consists of two general partners, Shay Assets
Management, Inc. and ACB Assets Management, Inc., each of which holds a
fifty-percent partnership interest. Shay Assets Management, Inc. has
entered into a definitive agreement with ACB Assets Management, Inc.
pursuant to which Shay Assets Management, Inc. will acquire ACB Assets
Management, Inc.'s fifty-percent interest in Shay Assets Management Co.
Prior to becoming the Fund's adviser, Shay Assets Management, Inc. will be
registered as an investment adviser under the Investment Advisers Act of
1940.
Because the above transaction may constitute an assignment of the Fund's
investment advisory agreement with Shay Assets Management Co. under the
Investment Company Act of 1940, at a meeting held on August 4, 1997, the Board
approved a new investment advisory agreement between the Fund and Shay Assets
Management, Inc. and is seeking shareholder approval of this agreement at a
meeting scheduled for October 31, 1997. Except for the omission of certain
expense limitations that are no longer required by state securities laws, there
are no material differences between the Fund's current investment advisory
agreement with Shay Assets Management Co. and the new investment advisory
agreement with Shay Assets Management, Inc.
Upon completion of the transaction, Shay Assets Management Co. will be
dissolved and its investment management operations will be consolidated
into the investment management operations of Shay Assets Management, Inc.
Shay Assets Management, Inc. will become a wholly owned subsidiary of Shay
Investment Services, Inc., a closely held corporation controlled by Rodger
D. Shay. Shay Assets Management, Inc. will be located at 111 East Wacker
Drive, Chicago, Illinois 60601. Shay Investment Services, Inc. is located
<PAGE>
at 888 Brickell Avenue, Miami, Florida 33131. Consummation of the transaction is
subject to a number of contingencies. If the contingencies are timely met, the
transaction is expected to close in the fourth quarter of 1997, but in no event
later than December 31, 1997.
DISTRIBUTOR
Shay Financial Services Co., the Fund's current distributor, is an Illinois
general partnership that consists of two general partners, Shay Financial
Services, Inc. and ACB Securities, Inc., each of which holds a fifty- percent
partnership interest. In a transaction related to the transaction described
above and governed by the same definitive agreement, ACB Securities, Inc. has
agreed to sell its fifty-percent interest in Shay Financial Services Co. to Shay
Financial Services, Inc. Immediately upon the purchase of ACB Securities, Inc.'s
interest, all of Shay Financial Services Co.'s assets will be transferred to,
and all of its liabilities assumed by, Shay Financial Services, Inc. Shay
Financial Services, Inc., which will become a wholly owned subsidiary of Shay
Investment Services, Inc., will then operate the distribution business and will
dissolve Shay Financial Services Co. Prior to becoming the Fund's distributor,
Shay Financial Services, Inc. will become registered as a broker/dealer under
the Securities Exchange Act of 1934 and in all necessary jurisdictions and will
become a member of the National Association of Securities Dealers, Inc.
The purchase by Shay Financial Services, Inc. of ACB Securities, Inc.'s interest
in Shay Financial Services Co. may effect a change of control of the Fund's
distributor, which may result in the assignment and automatic termination of the
agreement related to the Fund's 12b-1 Plan under the Investment Company Act of
1940. Accordingly, at its August 4, 1997 meeting, the Board approved a new
distribution agreement with Shay Financial Services, Inc. as the provider of the
services previously rendered by Shay Financial Services Co.
At its August 4, 1997 meeting, the Board also approved a modification to the
form of the Fund's distribution agreement that separates the agreement related
to the Fund's 12b-1 Plan from the 12b-1 Plan itself and incorporates certain
provisions of the old distribution agreement, including the specific
responsibilities of Shay Financial Services, Inc. as the Fund's new principal
distributor, into the new distribution agreement. The separation of the Fund's
12b-1 Plan and the agreement related to the 12b-1 Plan does not result in any
material change in the annual fees charged for distribution services. The new
distribution agreement and the new 12b-1 Plan will be effective upon the closing
of the transaction described above.
Supplement dated October 3, 1997
2
