EXHIBIT (d)(3)
INVESTMENT ADVISORY AGREEMENT
This Agreement made and entered into as of November 13, 2001, by and
between Asset Management Fund, a Delaware business trust (the "Fund") and Shay
Assets Management, Inc., a Florida corporation (the "Adviser").
W I T N E S S E T H:
WHEREAS, the Fund is an open-end diversified investment company
registered under the Investment Company Act of 1940, as amended (the "1940
Act"); and
WHEREAS, the Fund desires to retain the Adviser to render investment
advisory services to particular series of the Fund 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 each series of the Fund listed on Schedule A as attached
hereto (a "Portfolio" or collectively, the "Portfolios"), 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 Portfolios and shall manage the investment and reinvestment of the assets of
the Portfolios and their 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 each Portfolio of the Fund and the composition of the
Portfolio of securities and investments (including cash) belonging to each
Portfolio of the Fund, 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 each Portfolio of the Fund and determine from time to time what investments
or securities will be
purchased, 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 each 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; the
Adviser shall also determine whether or not the Fund shall enter into repurchase
or reverse repurchase agreements with respect to such Portfolio.
On occasions when the Adviser deems the purchase or sale of a
security to be in the best interest of a Portfolio of the Fund as well as
another Portfolio or other Portfolios 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 each Portfolio of the Fund 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 each 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 Fund, 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 Portfolios (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, computed daily
and payable monthly, at the annual rate as set forth in the attached fee
schedule ("Schedule B") based upon the average net assets of each Portfolio.
Such fee as is attributable to each Portfolio shall be a separate (and not joint
or joint and several) obligation of each such Portfolio.
8. Limitation of Liability. The Adviser shall not be liable for any
error of judgment or mistake or law or for any loss suffered by any Portfolio of
the Fund 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.
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9. Effective Date and Term. This Agreement shall become effective on
the date first written above as to each subject Portfolio, or on such later date
specified for a Portfolio, provided that the Agreement is approved by a majority
of the outstanding voting shares (as defined in the 0000 Xxx) of the subject
Portfolio. This Agreement shall remain in effect until March 1, 2003, and shall
continue in effect from year to year thereafter as to each subject Portfolio,
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 each 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
any or all Portfolios 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 Fund or of the affected Portfolio or
Portfolios, as the case may be, on sixty (60) days' written notice to the
Adviser, or by the Adviser with respect to any or all Portfolios at any time,
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 Fund or of the affected Portfolio or Portfolios, as the case may be.
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 Xxxx Xxxxxx Xxxxx, Xxxxxxx, XX 00000, Attention: Executive Vice
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 12. 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, Inc.,
000 Xxxx Xxxxxx Xxxxx, 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 12.
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.
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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.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of November 13, 2001
ASSET MANAGEMENT FUND
By: /s/Xxxxxx X. Xxxxxxx, Xx.
-------------------------
Xxxxxx X. Xxxxxxx, Xx.
Its: President
ATTEST:
By: /s/ Xxx Xxxxxxxxx
------------------------------
Xxx Xxxxxxxxx
Its: Secretary
SHAY ASSETS MANAGEMENT, INC.
By: /s/ Xxxxxx X. Xxxxxxx, Xx.
--------------------------
Xxxxxx X. Xxxxxxx, Xx.
Its: President
ATTEST:
By: /s/ Xxx Xxxxxxxxx
------------------------------
Xxx Xxxxxxxxx
Its: Assistant Vice President
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SCHEDULE A
PORTFOLIO DATE ADDED TO AGREEMENT
Ultra Short Portfolio November 13, 2001
ASSET MANAGEMENT FUND
By: /s/Xxxxxx X. Xxxxxxx, Xx.
-------------------------
Xxxxxx X. Xxxxxxx, Xx.
Its: President
ATTEST:
By: /s/ Xxx Xxxxxxxxx
------------------------------
Xxx Xxxxxxxxx
Its: Secretary
SHAY ASSETS MANAGEMENT, INC.
By: /s/ Xxxxxx X. Xxxxxxx, Xx.
--------------------------
Xxxxxx X. Xxxxxxx, Xx.
Its: President
ATTEST:
By: /s/ Xxx Xxxxxxxxx
------------------------------
Xxx Xxxxxxxxx
Its: Assistant Vice President
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SCHEDULE B
FEE SCHEDULE
PORTFOLIO ADVISORY FEE
Ultra Short Portfolio 0.45%
ASSET MANAGEMENT FUND
By: /s/Xxxxxx X. Xxxxxxx, Xx.
-------------------------
Xxxxxx X. Xxxxxxx, Xx.
Its: President
ATTEST:
By: /s/ Xxx Xxxxxxxxx
------------------------------
Xxx Xxxxxxxxx
Its: Secretary
SHAY ASSETS MANAGEMENT, INC.
By: /s/ Xxxxxx X. Xxxxxxx, Xx.
--------------------------
Xxxxxx X. Xxxxxxx, Xx.
Its: President
ATTEST:
By: /s/ Xxx Xxxxxxxxx
------------------------------
Xxx Xxxxxxxxx
Its: Assistant Vice President
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