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EXHIBIT 6
DISTRIBUTION AGREEMENT
AGREEMENT made as of this 18th day of September, 1996, between ASSET
MANAGEMENT FUND, INC., a Maryland corporation (hereinafter called the "Fund"),
and SHAY FINANCIAL SERVICES CO., an Illinois general partnership (hereinafter
called the "Distributor");
W I T N E S S E T H:
In consideration of the mutual covenants hereinafter contained, it is
hereby agreed by and between the parties hereto as follows:
1. The Fund hereby appoints the Distributor as its agent for the
distribution of shares of common stock (hereinafter called "shares") of any of
the Fund's authorized Portfolios in jurisdictions wherein shares of the Fund
may legally be offered for sale; provided, however, that the Fund in its
absolute discretion may issue or sell shares directly to holders of shares of
the Fund upon such terms and conditions and for such consideration, if any, as
it may determine, whether in connection with the distribution of subscription
or purchase rights, the payment or reinvestment of dividends or distributions,
or otherwise.
2. The Distributor hereby accepts appointment as agent for the
distribution of the shares of the Fund and agrees that it will use its best
efforts with reasonable promptness to sell such part of the authorized shares
of the Fund remaining unissued as from time to time be effectively registered
under the Securities Act of 1933 ("Securities Act"), at prices determined as
hereinafter provided and on terms hereinafter set forth, all subject to
applicable federal and state laws and regulations and to the Articles of
Incorporation and the By-Laws of the Fund and in accordance with the then
effective registration statement ("Registration Statement") of the Fund under
the Securities Act (and related prospectus).
3. The Fund agrees that it will use its best efforts to keep
effectively registered under the Securities Act for sale as herein contemplated
such shares as the Distributor shall reasonably request and as the Securities
and Exchange Commission shall permit to be so registered.
4. Notwithstanding any other provision hereof, the Fund may
terminate, suspend or withdraw the offering of shares whenever, in its sole
discretion, it deems such action to be desirable.
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5. The Distributor will act only on its own behalf as principal
in making agreements with selected dealers or others for the sale and
redemption of shares. The Distributor shall have authority to receive and
accept or reject, or arrange for the receipt and acceptance of, such orders in
accordance with the provisions hereof and the then effective Registration
Statement of the Fund.
6. Shares of the Fund offered for sale or sold by the Distributor
shall be so offered or sold at a price per share determined in accordance with
the Fund's then current prospectus relating to the sale of such shares except
as departure from such prices shall be permitted by the rules and regulations
of the Securities and Exchange Commission; provided, however, that any public
offering price for shares of the Fund shall be the net asset value per share.
The net asset value per share shall be determined in the manner and at the
times set forth in the then effective Registration Statement (and related
prospectus) relating to such shares.
7. The price the Fund shall receive for all shares purchased from
the Fund shall be the net asset value used in determining the public offering
price applicable to the sale of such shares.
8. The Distributor shall issue and deliver on behalf of the Fund
(or shall arrange for the issue and delivery of) such confirmations of sales
made by it as agent pursuant to this agreement as may be required. At or prior
to the time of issuance of shares, the Distributor will pay or cause to be paid
to the Fund the amount due the Fund for the sale of such shares. Shares shall
be registered on the transfer books of the Fund in such names and denominations
as the Distributor may specify.
9. The Fund will execute any and all documents and furnish any
and all information which may be reasonably necessary in connection with the
qualification of its shares for sale in such states as the Distributor may
reasonably request (it being understood that the Fund shall not be required
without its consent to comply with any requirement which in its opinion is
unduly burdensome).
10. The Fund will furnish to the Distributor from time to time
such information with respect to the Fund and its shares as the Distributor may
reasonably request for use in connection with the sale of shares of the Fund.
The Distributor agrees that it will not use or distribute or authorize the use,
distribution or dissemination by others in connection with the sale of such
shares any statements, other than those contained in the Fund's current
prospectus or statement of additional information, except such supplemental
literature or advertising as shall be lawful under federal and state securities
laws and regulations.
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11. The Distributor shall order shares of the Fund from the Fund
only to the extent that it shall have received purchase orders therefor. The
Distributor will not make, or authorize any others to make, any short sales of
shares of the Fund.
12. The Distributor, as agent of and for the account of the Fund,
may repurchase the shares of the Fund at such prices and upon such terms and
conditions as shall be specified in the current prospectus or statement of
additional information of the Fund.
13. The Distributor shall receive such compensation for its
distribution of Fund shares as set forth in the Plan and Agreement Pursuant to
Rule 12b-1, dated as of September 1, 1990 as amended from time to time.
14. In selling or reacquiring shares of the Fund for the account
of the Fund, the Distributor will in all respects conform to the requirements
of all state and Federal laws and the Rules of Fair Practice of the National
Association of Securities Dealers, Inc., relating to such sale or
reacquisition, as the case may be. The Distributor will observe and be bound
by all the provisions of the Articles of Incorporation of the Fund (and of any
fundamental policies adopted by the Fund pursuant to the Investment Company Act
of 1940 and set forth in the Registration Statement, or as to which notice
shall otherwise have been given to the Distributor) which at any time in any
way require, limit, restrict or prohibit or otherwise regulate any action on
the part of the Distributor. Distributor shall not be liable for any error of
judgment or mistake of law or for any loss suffered by the Fund or any
Portfolio in connection with the matters to which this Agreement relates,
except a loss resulting from willful misfeasance, bad faith or gross negligence
on its part in the performance of its duties or from reckless disregard by it
of its obligations and duties under this Agreement.
15. The Fund shall assume and pay all charges and expenses of its
operations not specifically assumed or otherwise to be provided by the
Distributor under this Agreement or the Plan and Agreement Pursuant to Rule
12b-1. The Fund will pay or cause to be paid expenses (including the fees and
disbursements of its own counsel) and all taxes and fees payable to the
federal, state or other governmental agencies on account of the registration or
qualification of securities issued by the Fund or otherwise. The Fund will
also pay or cause to be paid expenses incident to the issuance of shares or
beneficial interest, such as the cost of share certificates, if any, issue
taxes, and fees of the transfer agent. The Distributor will pay all expenses
(other than expenses which one or more dealers may bear pursuant to any
agreement with the Distributor) incident to the sale and distribution of the
shares issued or sold hereunder, including, without limiting the generality of
the foregoing, all expenses of printing and distributing any prospectus and of
preparing, printing and distributing or disseminating any other literature,
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advertising and selling aids in connection with the offering of the shares for
sale (except that such expenses will not include expenses incurred by the Fund
in connection with the preparation, type-setting, printing and distribution of
any registration statement or report or other communication to shareholders in
their capacity as such) and expenses of advertising in connection with such
offering.
16. This agreement shall become effective on the date hereof and
shall continue in effect until March 1, 1998 and from year to year thereafter,
but only so long as such continuance is approved in the manner required by the
Investment Company Act of 1940. Either party hereto may terminate this
agreement on any date by giving the other party at least sixty days' prior
written notice of such termination specifying the date fixed therefor. Without
prejudice to any other remedies of the Fund in any such event the Fund may
terminate this agreement at any time immediately upon any failure of
fulfillment of any of the obligations of the Distributor hereunder.
17. This agreement shall automatically terminate in the event of
its assignment.
18. Any notice under this agreement shall be in writing, addressed
and delivered or mailed, postage postpaid, to the other party at such address
as such other party may designate for the receipt of such notice.
19. If any provision of this Agreement is held or made invalid by
a court decision, statute, rule or otherwise, the remainder of this Agreement
will not be affected thereby. This Agreement will be binding upon and shall
inure to the benefit of the parties hereto and their respective successors.
20. This Agreement shall be construed in accordance with
applicable federal law and the laws of the State of Illinois (without regard to
principals of conflicts of law).
IN WITNESS WHEREOF, the Fund and the Distributor have each caused this
agreement to be executed on its behalf by an officer thereunto duly authorized
and its seal to be affixed as of the day and year first above written.
ASSET MANAGEMENT FUND, INC.
ATTEST:
By:
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SHAY FINANCIAL SERVICES CO.
ATTEST:
By:
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