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Exhibit (h)(4)(b)
FORM OF ASSIGNMENT OF FUND ACCOUNTING AGREEMENT
AND TRANSFER AGENCY AGREEMENT
THIS ASSIGNMENT is effective as of September 30, 1999, by and between
Asset Management Fund, Inc., a Maryland corporation (the "Company"), and Asset
Management Fund, a Delaware business trust (the "Trust").
WHEREAS, the Company is a registered investment company under the
Investment Company Act of 1940; and
WHEREAS, the Company and the Trust have entered into an Agreement and
Plan of Reorganization (the "Plan"), pursuant to which the Company will transfer
all its assets to the Trust and the Trust will assume all of the liabilities of
the Company; and
WHEREAS, the Company has entered into an Fund Accounting Agreement with
BISYS Fund Services Ohio, Inc., dated August 1, 1999, a copy of which is
attached hereto; and
WHEREAS, the Company has entered into an Transfer Agency Agreement with
BISYS Fund Services Ohio, Inc., dated September 13, 1999, a copy of which is
attached hereto; and
WHEREAS, it is the desire of both the Company and the Trust that the
Fund Accounting Agreement and the Transfer Agency Agreement be assigned by the
Company to the Trust, and that the Trust assume the rights and obligations of
the Company thereunder;
NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
1. ASSIGNMENT AND ASSUMPTION.
The Corporations hereby conveys, transfers and assign to the Trust all
of its right, title and interest in the Fund Accounting Agreement and the
Transfer Agency Agreement and all documents related thereto (collectively, the
"Assigned Contracts"). In consideration of such assignment (which assignment the
Trust hereby accepts) and subject to the terms conditions, representations and
warranties contained herein and in the Plan, the Trust hereby assumes all of the
rights and obligations of the Company under the Assigned Contracts and hereby
agrees to be bound by all covenants and agreements of the Company set forth in
the Assigned Contracts and to comply with all other terms and conditions of the
Assigned Contract.
2. SUCCESSORS AND ASSIGNS.
This Assignment shall inure to the benefit of and shall bind the
successors, heir, executors, and assigns of the parties hereto.
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3. GOVERNING LAW.
This Assignment shall be construed and enforced in accordance with the
laws of the State of Illinois.
IN WITNESS WHEREOF, the parties hereto have caused this Assignment to
be executed by their duly-authorized representatives, effective as of September
30, 1999.
ASSET MANAGEMENT FUND, INC.
By:
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Title: President
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ASSET MANAGEMENT FUND
By:
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Title: President
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CONSENT AND WAIVER
BISYS Fund Services Ohio, Inc., hereby consents to the above-described
assignment of its Fund Accounting Agreement and Transfer Agency Agreement by
Asset Management Fund, Inc., to Asset Management Fund and hereby waives any
additional notice which may be required under said Agreements.
BISYS FUND SERVICES OHIO, INC.
By:
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Title:
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