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Exhibit (d)(5)
FORM OF ASSIGNMENT OF INVESTMENT ADVISORY 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 an Investment Advisory Agreement
with Shay Assets Management, 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
Investment Advisory 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 Investment Advisory 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 Investment Advisory Agreement inasmuch as the assignment was
approved by the shareholders 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 Assets Management, 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 Investment Advisory Agreement, and hereby
waives any additional notice which may be required under said Investment
Advisory Agreement.
SHAY ASSETS MANAGEMENT, INC.
By:
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Title:
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