EXHIBIT 17(a)
FORM OF ADMINISTRATIVE SERVICE AGREEMENT
This Administrative Services Agreement ("Agreement") is made and
entered by and between Shay Financial Services, Inc. ("Shay"), the principal
distributor of Asset Management Fund, a registered open-end management
investment company currently offering six series (each, a "Fund" and
collectively, the "Funds") as set forth in Exhibit A and [BIF SERVICES, LLC]
(the "Service Organization").
THE TERMS AND CONDITIONS OF THIS AGREEMENT ARE AS FOLLOWS:
1. Service Organization shall provide certain shareholder services for
its clients ("Clients"). Services that Service Organization shall make available
to Clients, may include, without limitation: Promote awareness of the Funds'
capabilities to Clients; seek to determine the investment needs of the Clients
for the Funds, and to assist in arranging presentations of the Funds to the
Clients by Shay; assist Shay in preparing general marketing materials for the
Funds specifically for use with the Clients; assist Shay in preparing
presentation materials tailored to the specific circumstances of the Clients for
which presentations have been scheduled; assist Shay in identifying Clients that
are potentially interested in the Funds including Clients Shay may have
approached without the assistance of Service Organization; as reasonably
requested by Shay, assist Shay on an ongoing basis in the preparation for client
service presentations to the Clients which have purchased shares of the Funds;
visit each Client (which may be telephonic) that has purchased shares of a Fund
at least one time per year and on the basis of such visits, provide Shay with
ongoing advice, based upon Service Organization's dealings with Clients, about
the Funds, the concerns of the Clients with respect to the Funds, and other
information relevant to servicing Clients which have purchased shares of the
Funds or relevant to identifying additional Clients that may have an interest in
the Funds; advise Shay of service enhancements with respect to the Funds that
would be attractive to the Clients; advise Shay of and attend and participate in
special meetings, conferences and seminars relative to banking and investment
matters. Shay acknowledges that Service Organization's personnel are employed
full time in other organizations, and agrees that all expenditures of time and
effort by Service Organization shall be mutually convenient to, and shall not
interfere with the other obligations of, such personnel.
2. Notwithstanding the foregoing, Service Organization shall not be
required to approach any Client or to take any other action if and to the
extent, in Service Organization's reasonable judgment the same would (i) require
Service Organization to register as an investment adviser or broker-dealer under
federal or state law, rule or regulation, or (ii) violate any federal or state
law, rule or regulation. In addition, Service Organization agrees to conduct its
activities in accordance with any applicable federal and state laws, including
securities laws, and any obligation thereunder to disclose to Clients the
receipt of fees in connection with their investment in the Funds, and to
maintain all records required by law to be kept by Service Organization.
3. Service Organization agrees to indemnify and hold Shay, the Funds,
and the Funds' investment adviser and transfer agent harmless from any and all
direct or indirect liabilities or losses solely resulting from any requests,
directions, actions or inaction, of or by Service Organization or its officers,
employees or agents regarding the purchase, redemption, transfer or registration
of shares for Clients. Shay agrees to indemnify and hold Services Organization
and its officers, employees and authorized agents harmless from any and all
direct or indirect liabilities or losses solely resulting from the negligent
performance of, or negligent failure to perform, the duties and obligations, or
breach of any representation, warranty or covenant, or willful misconduct, of
Shay hereunder. Such indemnification shall survive the termination of this
Agreement. Neither Service Organization nor any of its officers, employees or
agents are authorized to make any representation concerning Fund shares except
those contained in the then current Prospectuses, Statement of Additional
Information or other literature provided by and approved by Shay, copies of
which will be supplied by Shay to Service Organization; and Service Organization
shall have no authority to act as agent for the Funds or for Shay.
4. In consideration of the services and facilities described herein,
Service Organization shall be entitled to receive, and Shay shall cause to be
paid, such fees as are set forth in the accompanying "Fee Schedule". Service
Organization understands that the payment of such fees has been authorized
pursuant to a Rule 12b-1 Plan
(the "Plan") approved by the Board of Trustees of the Funds, and those Trustees
who are not "interested persons" of the Funds (as defined in the Investment
Company Act of 1940) and who have no direct or indirect financial interest in
the operation of the Plan or in any agreements related to the Plan and that such
fees are subject to change during the term of the Agreement. Service Provider
shall have 60 days from the end of the calendar quarter for which a payment was
made or should have been made to bring to Shay's attention any discrepancies in
payment after which said payments will be deemed final and correct.
5. Service Organization acknowledges all orders are subject to
acceptance or rejection by Shay or the Funds in their sole discretion and each
of them reserves the right, at their discretion and without notice, to suspend
the sale of shares or withdraw the sale of shares of a Fund or the Funds.
6. This Agreement will automatically terminate in the event of its
assignment. This Agreement may be terminated by either party, without penalty,
upon ten days' prior written notice to the other party. This Agreement may also
be terminated at any time without penalty by the vote of a majority of the
members of the Funds' Board of Trustees, who are not "interested persons" (as
such term is defined in the 1940 Act), or (with respect to a Fund) by a vote of
a majority of the outstanding voting securities of that Fund on ten days'
written notice. Fees payable through this Agreement shall be paid only so long
as this Agreement is in effect. All communications to Shay shall be sent to: 000
Xxxx Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000. Any notice to Service Organization
shall be duly given if mailed or faxed to Service Organization at the address or
fax number shown in this Agreement.
7. Service Organization hereby represents that all requisite corporate
proceedings have been undertaken to authorize Service Organization to enter into
this Agreement and to perform the services contemplated herein. Service
Organization further represents that the individual that has signed this
Agreement below is a duly authorized officer that has been empowered to act for
and on behalf of Service Organization with respect to the execution of this
Agreement.
8. This Agreement supersedes any and all other oral or written
agreements between Service Organization and Shay relating to the matters
discussed herein. All covenants, agreements, representations and warranties made
herein by Service Organization shall be deemed to have been material and relied
on by Shay when it signed this Agreement. The invalidity or unenforceability of
any term or provision hereof shall not affect the validity or enforceability of
any other term or provision thereof. This Agreement shall be governed by and
construed in accordance with the laws (including conflict of laws rules) of the
State of Illinois and shall bind and inure to the benefit of the parties hereto
and their respective successor and assigns.
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If the foregoing corresponds with Service Organizations understanding
of our agreement, please sign this document and the accompanying copies thereof
in the appropriate space below and return the same to Shay, whereupon this
Agreement shall be binding upon each party, effective as of the date of
execution by Shay.
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Name of Service Organization (Please print or type)
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Street City State Zip
By:
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Authorized Signature and Date
Printed Name and Title:
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Acknowledged and Agreed:
Shay Financial Services, Inc.
000 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XXX, 00000
Fax 000-000-0000
By:
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Its:
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EXHIBIT A
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FEE SCHEDULE
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1. AMF SHORT U.S. GOVERNMENT FUND
2. AMF MONEY MARKET FUND
Service Organization will receive a quarterly fee in arrears at an
annual rate of 0.0005 and 0.00025 for the AMF Short U.S. Government Fund and the
AMF Money Market Fund, respectively, as applied to the aggregate average daily
net asset value per calendar quarter of the shares of Service Organization's
clients invested in each Fund as reasonably determined by Shay, payable within
thirty (30) days following each calendar quarter-end. Any overdue fees shall
accrue interest at the rate of 1% per month, and Service Organization shall be
entitled to recover its costs of collection including reasonable attorneys fees
for such overdue fees.
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