ASSET MANAGEMENT FUND INC
DEFA14A, 1999-09-03
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE 14A
                                 (Rule 14a-101)

                    INFORMATION REQUIRED IN PROXY STATEMENT

                            SCHEDULE 14A INFORMATION
                Proxy Statement Pursuant to Section 14(a) of the
               Securities Exchange Act of 1934 (Amendment No.   )

Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]

Check the appropriate box:

[_]  Preliminary Proxy Statement             [_]  Confidential, For Use of the
[_]  Definitive Proxy Statement                   Commission Only (as permitted
[X]  Definitive Additional Materials              by Rule 14a-6(e)(2))
[_]  Soliciting Material Pursuant to
     Rule 14a-11(c) or Rule 14a-12


                          ASSET MANAGEMENT FUND, INC.
- --------------------------------------------------------------------------------
                (Name of Registrant as Specified In Its Charter)



- --------------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)


Payment of Filing Fee (Check the appropriate box):

[X]  No fee required.
[_]  Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.


________________________________________________________________________________
1)   Title of each class of securities to which transaction applies:



________________________________________________________________________________
2)   Aggregate number of securities to which transaction applies:



________________________________________________________________________________
3)   Per unit price or other underlying value of transaction  computed  pursuant
     to Exchange  Act Rule 0-11 (set forth the amount on which the filing fee is
     calculated and state how it was determined):



________________________________________________________________________________
4)   Proposed maximum aggregate value of transaction:



________________________________________________________________________________
5)   Total fee paid:

     [_]  Fee paid previously with preliminary materials:



________________________________________________________________________________
     [_]  Check box if any part of the fee is offset as provided by Exchange Act
          Rule  0-11(a)(2)  and identify the filing for which the offsetting fee
          was paid  previously.  Identify  the previous  filing by  registration
          statement number, or the form or schedule and the date of its filing.

          1)   Amount previously paid:

          2)   Form, Schedule or Registration Statement No.:

          3)   Filing Party:

          4)   Date Filed:


(SC14A-07/98)


<PAGE>


                               [On AMF Letterhead]



August 31, 1999



Dear Shareholder:

As time moves forward, we all have experienced the dynamic changes affecting our
various enterprises. Most often it is to our best interest to make changes that
will carry us forward. To that end, the enclosed Proxy Statement and the
accompanying Q&A explain in detail various changes which the Board of Directors
has unanimously approved. The board is recommending that you read the enclosed
materials carefully and vote FOR all proposals.

It is important to note that all portfolios will continue to limit their
investments to those permissible without limitation for federal saving
associations, national banks and federal credit unions under current applicable
regulations.

I would like to ask that you please return your vote as soon as possible. If you
would prefer, we can also receive your vote by fax at 312-214-4149. If you have
any questions regarding the proxy or the Fund please feel free to call
800-527-3713. Your prompt attention is greatly appreciated.

Sincerely,

/s/ Rodger D. Shay

Rodger D. Shay
Chairman
Shay Assets Management, Inc.




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