Exhibit (d)(5)
INVESTMENT ADVISORY AGREEMENT
This Agreement made and entered into as of October 15, 2006, by and between
Asset Management Fund, a Delaware statutory trust (the "Fund") on behalf of its
series Large Cap Equity Fund (the "Portfolio") and Shay Assets Management, Inc.,
a Florida corporation (the "Adviser").
WITNESSETH:
WHEREAS, the Fund is an open-end investment company registered under the
Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Trust desires to retain the Adviser to render investment
advisory services to the Portfolio pursuant to this Agreement, and the Adviser
is willing to render such services;
NOW, THEREFORE, in consideration of the premises and mutual promises
hereinafter set forth the parties hereto agree as follows:
1. Advisory Services. The Fund hereby appoints Adviser to act as investment
adviser for the Portfolio, and Adviser accepts such appointment for the period
and on the terms set forth in this Agreement. The Fund, at its option, may also
appoint the Adviser to act as investment adviser hereunder with respect to
assets belonging to any other Portfolio from time to time created by the Fund,
but the Adviser shall not be required to accept such appointment. Adviser shall
furnish investment research and advice to the Portfolio and shall manage the
investment and reinvestment of the assets of the Portfolio and its business
affairs and matters incidental thereto, all subject to the supervision of the
Board of Trustees of the Fund, provisions of the Declaration of Trust, as
amended or supplemented, and By-laws of the Fund and any resolutions, rules or
regulations adopted by the Board of Trustees of the Fund. Adviser shall for all
purposes herein provided be deemed to be an independent contractor and shall,
unless otherwise expressly provided herein or authorized by the Board of
Trustees of the Fund from time to time, have no authority to act for or
represent the Fund in any way or otherwise be deemed an agent for the Fund. The
Fund shall also be free to retain, at its own expense, other persons to provide
it with any services whatsoever including, but not limited to, statistical,
factual or technical information or advice. The services of Adviser herein
provided are not to be deemed exclusive and Adviser shall be free to render
similar services or other services to others.
2. Duties of Adviser. Subject to the general supervision of the Board of
Trustees of the Fund, the Adviser shall, employing its discretion, manage the
investment operations of the Portfolio and the composition of the Portfolio of
securities and investments (including cash) belonging to the Portfolio,
including the purchase, retention and disposition thereof and the execution of
agreements relating thereto, in accordance with the Fund's investment objective,
policies and restrictions for such Portfolio as stated in the Prospectus (as
defined in section 3(f) of this Agreement) and subject to the following
understandings:
(a) The Adviser shall furnish a continuous investment program for the
Portfolio and determine from time to time what investments or securities will be
purchased,
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retained or sold by the Fund with respect to such Portfolio, and what portion of
the assets belonging to such Portfolio will be invested or held uninvested as
cash.
(b) The Adviser shall use its best judgment in the performance of its
duties under this Agreement.
(c) The Adviser, in the performance of its duties and obligations
under this Agreement, shall act in conformity with the Declaration of Trust, the
By-Laws and Prospectus of the Fund and with the instructions and directions of
the Board of Trustees of the Fund and will conform to and comply with the
requirements of the 1940 Act and all other applicable Federal and state laws and
regulations.
(d) The Adviser shall determine the securities to be purchased or sold
by the Fund with respect to the Portfolio and, as agent for the Fund on behalf
of such Portfolio, will effect Portfolio transactions pursuant to its
determinations either directly with the issuer or with any broker and/or dealer
in such securities. In placing orders with brokers and/or dealers the Adviser
intends to seek the best price and execution for purchases and sales and will
comply with such polices with respect to brokerage as all set forth in the
Fund's Registration Statement and Prospectus or as the Fund's Board of Trustees
may adopt from time to time.
On occasions when the Adviser deems the purchase or sale of a security
to be in the best interest of the Portfolio of the Fund as well as another
portfolio of the Fund or other portfolios of the Fund and/or as well as other
customers, the Adviser may, to the extent permitted by applicable laws and
regulations, but shall not be obligated to, aggregate the securities to be sold
or purchased in order to obtain the best price and execution. In such event,
allocation of the securities so purchased or sold, as well as the expenses
incurred in the transaction, will be made by the Adviser in a manner it
considers to be equitable and consistent with its fiduciary obligations to the
Fund with respect to each portfolio and, if applicable, to such other customers.
(e) The Adviser shall maintain books and records with respect to the
securities transactions of the Portfolio and shall render to the Fund's Board of
Trustees such periodic and special reports as the Board of Trustees may
reasonably request.
(f) The Adviser shall provide the Fund's custodian with respect to the
Portfolio on each Business Day (as defined in the Prospectus) with information
relating to all transactions concerning the assets belonging to such Portfolio,
except redemptions of and any subscriptions for Fund shares of such Portfolios.
3. Delivery of Documents. The Fund delivered copies of each of the
following documents to the Adviser and will promptly notify it of and deliver to
it all future amendments and supplements, if any:
(a) Declaration of Trust of the Fund, filed with the Office of the
Secretary of State of the State of Delaware, as presently in effect and as
amended or restated from time to time, being herein called the "Declaration of
Trust."
(b) By-Laws of the Fund (such By-Laws, as presently in effect and as
amended from time to time, being herein called the "By-Laws").
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(c) Certified resolutions of the Board of Trustees of the Fund
authorizing the appointment of the Adviser and approving the form of this
Agreement.
(d) Registration Statement under the 1940 Act and the Securities Act
of 1933, as amended, on Form N-1A (the "Registration Statement") as filed with
the Securities and Exchange Commission (the "Commission") relating to the
Portfolio, and all amendments thereto.
(e) Notification of Registration of the Fund under the 1940 Act on
Form N-8A as filed with the Commission on August 12, 1982.
(f) Current prospectus or prospectuses of the Fund with respect to the
Portfolio (such prospectus or prospectuses as presently in effect and as amended
or supplemented from time to time, being herein called the "Prospectus").
4. Employees of Adviser. The Adviser shall authorize and permit any of its
directors, officers and employees who may be elected as trustees or officers of
the Fund to serve in capacities in which they are elected.
5. Books and Records. The Adviser shall keep the Fund's books and records
required to be maintained by it pursuant to section 2(e) of this Agreement. The
Adviser agrees that all records which it maintains for the Fund are the property
of the Fund and it will promptly surrender any of such records to the Fund upon
the Fund's request. The Adviser further agrees to preserve for the period
prescribed by Rule 31a-2 of the Commission under the 1940 Act any such records
as are required to be maintained by the Adviser with respect to the Fund by Rule
31a-1 of the Commission under the 1940 Act.
6. Expenses. During the term of this Agreement the Adviser will pay all
expenses (including without limitation the compensation of all its directors,
officers and employees serving as trustees or officers of the Fund pursuant to
section 4 of this Agreement) incurred by it in connection with its activities
under this Agreement other than the cost of securities and investments purchased
for the Fund (including taxes and brokerage commissions, if any.
7. Compensation. For the services provided and the expenses assumed
pursuant to this Agreement, the Fund shall pay the Adviser a fee based on the
average net assets of the Portfolio, computed daily and payable monthly, at the
annual rate of .65% for the first $250 million and .55% for assets over $250
million.
8. Limitation of Liability. The Adviser shall not be liable for any error
of judgment or mistake of law or for any loss suffered by the Portfolio in
connection with the matters to which this Agreement relates, except a loss
resulting from a breach of fiduciary duty with respect to the receipt of
compensation for services (in which case any award of damages shall be limited
to the period and in the amount set forth in Section 36(b)(3) of the 0000 Xxx)
or 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.
9. Effective Date and Term. This Agreement shall become effective on the
date first written above, provided that the Agreement is approved by a majority
of the outstanding voting shares (as defined in the 0000 Xxx) of the Portfolio.
This Agreement shall remain in effect until
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March 1, 2008, and shall continue in effect from year to year thereafter,
subject to termination as hereinafter provided, if such continuance is approved
at least annually by (a) a majority of the outstanding voting shares (as defined
in the 0000 Xxx) of the Portfolio or by vote of the Fund's Board of Trustees,
cast in person at a meeting called for the purpose of voting on such approval,
and (b) by vote of a majority of the Trustees of the Fund who are not parties to
this Agreement or "interested persons" (as defined in the 0000 Xxx) of any party
to this Agreement, cast in person at a meeting called for the purpose of voting
on such approval. This Agreement may be terminated by the Fund with respect to
the Portfolio at any time, without the payment of any penalty, by the Board of
Trustees of the Fund or by vote of a majority of the outstanding voting shares
(as defined in the 0000 Xxx) of the Portfolio, as the case may be, on sixty (60)
days' written notice to the Adviser, or by the Adviser, without the payment of
any penalty, on ninety (90) days' written notice to the Fund. This Agreement
will automatically and immediately terminate in the event of its assignment (as
defined in the 1940 Act).
10. Amendment of Agreement. This Agreement may be amended by mutual
consent, but the consent of the Fund must be approved (a) by vote of a majority
of those Trustees of the Fund who are not parties to this Agreement or
"interested persons" (as defined in the 0000 Xxx) of any such party, cast in
person at a meeting called for the purpose of voting on such amendment, and (b)
by vote of a majority of the outstanding voting shares (as defined in the 0000
Xxx) of the Portfolio, to the extent required by law.
11. Notices. Notices of any kind to be given to the Adviser by the Fund
shall be in writing and shall be duly given if mailed or delivered to the
Adviser at 000 X. Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, Attention: President,
or at such other address or to such other individual as shall be specified by
the Adviser to the Fund in accordance with this section 11. Notices of any kind
to be given to the Fund by the Adviser shall be in writing and shall be duly
given if mailed or delivered to the Fund at Asset Management Fund, 000 X.
Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, Attention: President, or at such other
address or to such other individual as shall be specified by the Fund to the
Adviser in accordance with this section 11.
12. Authority. The trustees have authorized the execution of this Agreement
in their capacity as trustees and not individually and the Adviser agrees that
neither the shareholders nor the trustees nor any officer, employee,
representative or agent of the Fund shall be personally liable upon, nor shall
resort be had to their private property for the satisfaction of, obligations
given, executed or delivered on behalf of or by the Fund, that the stockholders,
trustees, officers, employees, representatives and agents of the Fund shall not
be personally liable hereunder, and that it shall look solely to the property of
the Fund for the satisfaction of any claim hereunder.
13. Controlling Law. This Agreement shall be governed by and construed in
accordance with the laws of the state of Illinois.
14. Multiple Counterparts. This Agreement may be executed simultaneously in
several counterparts, each of which shall be deemed to be an original, but which
together shall constitute one and the same instrument.
15. Captions. The captions of the sections are for descriptive purposes
only and are not intended to limit or otherwise affect the content of this
Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of October 15, 2006.
ASSET MANAGEMENT FUND
ON BEHALF OF LARGE CAP EQUITY FUND
By: /s/ Xxxxxx X. Xxxx, Xx.
------------------------------------
Xxxxxx X. Xxxx, Xx.
Its: President
ATTEST:
By: /s/ Xxx Xxxxxxxxx
---------------------------------
Xxx Xxxxxxxxx
Its: Secretary
SHAY ASSETS MANAGEMENT, INC.
By: /s/ Xxxxxx X. Xxxx, Xx.
------------------------------------
Xxxxxx X. Xxxx, Xx.
Its: President
ATTEST:
By: /s/ Xxx Xxxxxxxxx
---------------------------------
Xxx Xxxxxxxxx
Its: Vice President
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