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Exhibit (e)(3)
FORM OF ASSIGNMENT OF DISTRIBUTION CONTRACT
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 a Distribution Agreement with
Shay Financial Services, Inc., dated December 8, 1997, a copy of which is
attached hereto; and
WHEREAS, it is the desire of both the Company and the Trust that the
Distribution 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 Distribution Agreement and all documents
related thereto (collectively, the "Assigned Contract"). 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 Contract and hereby agrees to be bound by all covenants and
agreements of the Company set forth in the Assigned Contract and to comply with
all other terms and conditions of the Assigned Contract. The parties agree that
the execution and delivery of this Assignment shall not terminate the
Distribution Agreement inasmuch as the assignment was approved by the Board of
Directors (including a majority of the independent directors) of the Company.
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.
3. GOVERNING LAW.
This Assignment shall be construed and enforced in accordance with the
laws of the State of Illinois.
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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
Shay Financial Services, Inc., hereby consents to the above-described
assignment of its Investment Advisory Agreement by Asset Management Fund, Inc.,
to Asset Management Fund, hereby agrees that the execution and delivery of this
assignment shall not terminate the Distribution Agreement, and hereby waives any
additional notice which may be required under said Distribution Agreement.
SHAY FINANCIAL SERVICES, INC.
By:
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Title:
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