ASSET MANAGEMENT FUND (Form: 485APOS, Received: 12/29/2009 17:20:34)

Percent of Fund’s

Outstanding

Name and Address of Record Owner

Number of Shares

[To Be Provide in 485(B) Filing]

As filed with the Securities and Exchange Commission on or about December 29, 2009

1933 Act File No. 002-78808
1940 Act File No. 811-03541

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-1A


REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933		o

Pre-Effective Amendment No. ___		o


Post-Effective Amendment No. 60		þ


and/or

REGISTRATION STATEMENT UNDER
THE INVESTMENT COMPANY ACT OF 1940		o


Amendment No. 61		þ

ASSET MANAGEMENT FUND

(Exact Name of Registrant as Specified in Charter)

230 West Monroe Street, Suite 2810
Chicago, Illinois 60606
(Address of Principal Executive Offices, including Zip Code)
Registrant’s Telephone Number, Including Area Code: (312) 214-1410


(Name and Address of Agent for Service)		Copy to:

Rodger D. Shay, Jr., President		Cathy G. O’Kelly, Esq.
Asset Management Fund		Vedder Price P.C.
230 West Monroe Street, Suite 2810		222 North LaSalle Street
Chicago, Illinois 60606		Chicago, Illinois 60601-1003

It is proposed that this filing will become effective (check appropriate box)


		o		immediately upon filing pursuant to paragraph (b); or
		o		on (date) pursuant to paragraph (b); or
		þ		60 days after filing pursuant to paragraph (a)(1); or
		o		on (date) pursuant to paragraph (a)(1); or
		o		75 days after filing pursuant to paragraph (a)(2); or
		o		on (date) pursuant to paragraph (a)(2) of Rule 485.

If appropriate, check the following box:


		o		this post-effective amendment designates a new effective date for a previously filed post-effective amendment.

AMF ULTRA SHORT FUND
AMF ULTRA SHORT MORTGAGE FUND
AMF SHORT U.S. GOVERNMENT FUND
AMF INTERMEDIATE MORTGAGE FUND
AMF U.S. GOVERNMENT MORTGAGE FUND

SUPPLEMENT DATED [MARCH 1, 2010]
TO THE PROSPECTUS DATED [MARCH 1, 2010]

As of the date of this Prospectus, the AMF Ultra Short Fund, AMF Ultra Short Mortgage Fund, AMF Short U.S. Government Fund, AMF Intermediate Mortgage Fund and AMF U.S. Government Mortgage Fund are closed to new investors and additional purchases by existing shareholders, except for reinvestment of dividends and distributions.

ASSET MANAGEMENT FUND
230 W. Monroe Street
Chicago, Illinois 60606

[March 1, 2010]

PROSPECTUS

ASSET MANAGEMENT FUND

MUTUAL FUNDS

Money Market Fund, Class I Shares*
Ultra Short Mortgage Fund
Ultra Short Fund
Short U.S. Government Fund

Intermediate Mortgage Fund
U.S. Government Mortgage Fund

The Asset Management Fund is regulated by the Investment Company Act of 1940.

The Securities and Exchange Commission has not approved or disapproved these securities or passed on the accuracy or adequacy of this Prospectus. It is a federal offense to suggest otherwise.

TABLE OF CONTENTS


	Page
Money Market Fund, Class I Shares		1

Investment Objective		1
Fees and Expenses		1
Principal Investment Strategies		2
Principal Risks		2
Fund Performance History		3
Management		4
Purchase and Sale of Fund Shares		4
Tax Information		4
Payments to Broker-Dealers and Other Financial Intermediaries		4

Ultra Short Mortgage Fund		5
Investment Objective		5
Fees and Expenses		5
Portfolio Turnover		5
Principal Investment Strategies		6
Principal Risks		6
Fund Performance History		8
Management		9
Purchase and Sale of Fund Shares		9
Tax Information		9
Payments to Broker-Dealers and Other Financial Intermediaries		9

Ultra Short Fund		10

Investment Objective		10
Fees and Expenses		10
Portfolio Turnover		10
Principal Investment Strategies		11
Principal Risks		11
Fund Performance History		13
Management		14
Purchase and Sale of Fund Shares		14
Tax Information		14
Payments to Broker-Dealers and Other Financial Intermediaries		14

Short U.S. Government Fund		15

Investment Objective		15
Fees and Expenses		15
Portfolio Turnover		15
Principal Investment Strategies		16
Principal Risks		16
Fund Performance History		18
Management		19
Purchase and Sale of Fund Shares		19
Tax Information		19
Payments to Broker-Dealers and Other Financial Intermediaries		19

TABLE OF CONTENTS
(continued)


	Page
Intermediate Mortgage Fund		20

Investment Objective		20
Fees and Expenses		20
Portfolio Turnover		21
Principal Investment Strategies		21
Principal Risks		21
Fund Performance History		23
Management		24
Purchase and Sale of Fund Shares		24
Tax Information		24
Payments to Broker-Dealers and Other Financial Intermediaries		25

U.S. Government Mortgage Fund		25

Investment Objective		25
Fees and Expenses		25
Portfolio Turnover		26
Principal Investment Strategies		26
Principal Risks		26
Fund Performance History		28
Management		29
Purchase and Sale of Fund Shares		29
Tax Information		29
Payments to Broker-Dealers and Other Financial Intermediaries		30

Investment Information		30

Principal Investment Strategies		30

Trust and Fund Information		33

Investment Adviser		33
Distributor		35

Net Asset Value		35

Investing in the Funds		36

Share Purchases		36
Purchasing Shares Through a Shareholder Servicing Agent		37
Anti-Money Laundering Program		37
Minimum Investment Required		38
What Shares Cost		38
Dividends		38
Frequent Purchases and Redemptions of Fund Shares		38

Redeeming Shares		39

Telephone Redemption		39
Written Requests		40
Redemption in Kind		41

Exchanges		41

TABLE OF CONTENTS
(continued)


	Page
Shareholder Information		41

Voting Rights		41
Disclosure of Information Regarding Portfolio Holdings		42
Federal Income Tax Information		42

Financial Highlights		43

Money Market Fund, Class I Shares		43
Ultra Short Mortgage Fund		44
Ultra Short Fund		45
Short U.S. Government Fund		46
Intermediate Mortgage Fund		46
U.S. Government Mortgage Fund		47
EX-99.(G)(1)
EX-99.(H)(1)
EX-99.(H)(2)
EX-99.(H)(3)
EX-99.(H)(4)
EX-99.(H)(5)
EX-99.(H)(6)

iii

MONEY MARKET FUND, CLASS I SHARES

Investment Objective

The Fund seeks to achieve as high a level of current income as is consistent with the preservation of capital, the maintenance of liquidity and the differing average maturity of investments held by the Fund.

Fees and Expenses

This section describes the fees and expenses you may pay if you buy and hold shares of the Fund.

Shareholder Fees . The Fund does not impose shareholder fees. These are the fees charged directly to an investor’s account. Examples of shareholder fees include sales loads, redemption fees or exchange fees.

Annual Fund Operating Expenses are paid out of the Fund’s assets and include fees for portfolio management, maintenance of shareholder accounts, shareholder servicing, accounting and other services. You do not pay these fees directly but, as the example shows, these costs are borne indirectly by shareholders.


Shareholder Fees	None

Annual Fund Operating Expenses (as a percentage of average net assets)
Advisory Fee		[0.15%]	^,*
12b-1 Fees		[0.15%]	^*
Other Expenses		[0.13%]

Total Fund Operating Expenses		[0.43%]	^*


*		[This table and the following example have been prepared to illustrate Annual Fund Operating Expenses, assuming no fee waivers. For the fiscal year ended [October 31, 2009], the Adviser voluntarily waived a portion of its advisory fee so that the “Advisory Fee” for the Class I shares of the Money Market Fund during this period was [0.03%] of average daily net assets. For the fiscal year ended [October 31, 2009], the Distributor voluntarily waived [0.10%] of its 12b-1 Fee so that the “12b-1 Fees” for the Class I Shares of the Money Market Fund was [0.05%] of average daily net assets.]

**		For the term of the advisory agreement which is subject to annual renewal on March 1 of each year, the Adviser has contractually agreed to reduce its advisory fee with respect to the Fund to the extent that the daily ratio of operating expenses to average daily net assets of the Fund exceeds [0.75%].

Example

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated, reinvest all dividends and distributions, and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

1 Year

3 Years

5 Years

10 Years

—

Principal Investment Strategies

The Fund limits its investments and investment techniques so as to qualify for investment without specific statutory limitation by national banks, federal savings associations and federal credit unions (“Financial Institutions”) under current applicable federal laws and regulations. The Fund encourages state chartered financial institutions to consult their legal counsel regarding whether the Fund is a permissible investment under their state law.

The Fund invests in high quality fixed and variable rate short-term money market instruments (including assets subject to repurchase agreements) that are denominated in U.S. dollars, have minimum credit risk and have a remaining maturity of 397 days or less. The dollar-weighted average maturity of the Fund is ninety days or less. The Fund is managed to keep its share price stable at $1.00 although there is no assurance that it will be successful in doing so.

Permissible investments include obligations issued or guaranteed by the U.S. Government or issued or guaranteed by an agency or instrumentality of the U.S. Government, mortgage-related securities, eligible bankers’ acceptances with maturities of ninety days or less issued by Federal Deposit Insurance Corporation (“FDIC”) insured institutions, certificates of deposit and other time deposits of FDIC insured depository institutions and other securities that are eligible for purchase by a money market fund under Rule 2a-7 under the Investment Company Act of 1940, provided that such securities are otherwise permissible investments for Financial Institutions without statutory limitation. Although some of these obligations may be issued by entities chartered or sponsored by Acts of Congress, the securities of such entities may or may not be issued or guaranteed by the U.S. Treasury.

The Fund primarily invests in securities that have received the highest short-term ratings from at least two Nationally Recognized Statistical Rating Organizations (“NRSRO”) (or that received the highest rating from the single NRSRO assigning a rating) — “First Tier” securities. No more than 5% of the value of the Fund’s total assets may be invested in securities rated lower than “First Tier.”

Principal Risks

An investment in the Fund is not insured or guaranteed by the FDIC or any other government agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund. Among the principal risks of investing in the Fund, which could adversely affect its net asset value, yield and total return, are:

Credit Risk. Credit risk is the risk that one or more debt securities in a Fund’s portfolio will decline in value or fail to pay principal or interest when due because the issuer experiences a decline in financial status. Securities are generally affected by varying degrees of credit risk. A security’s credit rating is an indication of its credit risk. Credit risk arises in a number of ways. For instance, the Fund could lose money if the issuer or guarantor of a security, or the counterparty to a financial contract, repurchase agreement or a loan of portfolio securities, is unable or unwilling to make timely principal and/or interest payments, or to otherwise honor its obligations.

Government Agency Risk. Some obligations issued or guaranteed by U.S. Government agencies or instrumentalities are not backed by the full faith and credit of the U.S. Government; the Fund must look principally to the agencies or instrumentalities for ultimate repayment, and may not be able to assert claims against the U.S. Government itself if those agencies or instrumentalities do not meet their commitments.

decrease in value. Also, securities with longer durations held by the Fund are generally more sensitive to interest rate changes. As such, securities with longer durations are usually more volatile than those with shorter durations.

Issuer Risk. A security may lose value as a result of a number of factors. These factors include capital structure (particularly the issuer’s use of leverage), management performance and a diminished market for the issuer’s products and/or services.

Management Risk. The Fund is subject to management risk due to the active nature of its management. The Adviser will apply investment techniques, experience and risk analyses in making investment decisions for the Fund. However, there is no guarantee that the techniques and analyses applied by the Adviser will achieve the investment objective.

Market Risk. The value of the securities owned by the Fund can increase and decrease quickly at unexpected times. The value can change as the result of a number of factors, including market-wide risks, industry-specific risk (i.e., labor shortages and/or stoppages, greater costs of production and/or competitive forces or conditions) or idiosyncratic risk. A security backed by the U.S. Treasury or the full faith and credit of the United States is guaranteed only as to the timely payment of interest and principal when held to maturity and not as to market value. Equity securities generally have greater price volatility than fixed income securities.

Fund Performance History

The following bar charts and tables provide an illustration of how performance has varied over time. The bar charts depict the change in performance from year to year during the period indicated. The Fund’s past performance does not necessarily indicate how it will perform in the future. The charts and tables assume reinvestment of dividends and distributions.

Annual Returns for the Years Ended December 31 (Class I Shares)

Ticker Symbol:
ASLXX
(Graph)


	Annual Returns
2000		6.10	%
2001		3.73	%
2002		1.42	%
2003		0.94	%
2004		1.19	%
2005		3.05	%
2006		4.96	%
2007		5.12	%
2008		1.79	%
2009		[_.__	%]

During the periods shown in the bar chart, the highest return for a calendar quarter was [1.57%] (quarter ended [12/31/00]) and the lowest return for a calendar quarter was [0.05%] (quarter ended [12/31/08]).

Average Annual Total Returns (years ended [December 31, 2009])

1 Year

5 Years

10 Years

Money Market Fund, Class I Shares

[_.__%]

The Money Market Fund’s (Class I Shares) 7-day effective yield ended on [December 31, 2009] was [0.10%]. Total return and yield reflect voluntary waivers of certain fees and expenses by the Adviser and Distributor. There is no assurance such waivers will continue. To obtain the Fund’s current 7-day yield information, please call us toll-free at 1-800-527-3713.

Management

Shay Assets Management, Inc. serves as investment adviser to the Fund.

The portfolio managers responsible for the day-to-day management of the Fund’s investments are David F. Adamson, Maggie Bautista, Sean Kelleher and David Woods. Mr. Adamson has served as the Fund’s portfolio managers since 2008. Ms. Bautista, Mr. Kelleher and Mr. Woods have served as the Fund’s portfolio managers since 2009.

Purchase and Sale of Fund Shares

You may purchase, exchange or redeem shares of the Fund on any day on which The Northern Trust Company and the Bond Market (as determined by the Securities Industry and Financial Markets Association) are both open for business (“Business Day”).

Shares of the Fund may be purchased through a financial intermediary or by completing an application which can be acquired at www.amffunds.com . After a complete application form has been received and processed, orders to purchase shares of the Fund may be made by telephoning the Fund’s Distributor, Shay Financial Services, Inc., at (800) 527-3713.

Shareholders may exchange or redeem their shares by telephoning the Distributor on any Business Day by calling (800) 527-3713. Shares may also be exchanged or redeemed by sending a written request to the Distributor, 230 W. Monroe Street, Suite 2810, Chicago, Illinois 60606-4902; Attention: Asset Management Fund.

The minimum initial investment in the Fund is $10,000; provided, however, that the Distributor and/or the Asset Management Fund (the “Trust”) reserve the right to accept a lesser initial investment in their sole and absolute discretion. There is no minimum investment balance required. Subsequent purchases may be made in any amount.

Tax Information

The Fund intends to distribute all its net investment income and net capital gains, if any, to its shareholders. Distributions of net investment income, other than “qualified dividend income,” are taxable for federal income tax purposes at ordinary income tax rates.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase shares of the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.

ULTRA SHORT MORTGAGE FUND

Investment Objective

Fees and Expenses:

This section describes the fees and expenses you may pay if you buy and hold shares of the Fund.


Shareholder Fees	None

Annual Fund Operating Expenses (as a percentage of average net assets)
Advisory Fee		[0.45%]	^*
12b-1 Fees		[0.25%]	^*
Other Expenses		[0.10%]

Total Fund Operating Expenses		[0.80%]	^*


*		[The fee table and the following example have been prepared to illustrate Annual Fund Operating Expenses assuming no fee waivers. For the fiscal year ended [October 31, 2009], the Adviser and the Distributor voluntarily waived [0.20%] and [0.10%] of their fees, respectively, so that the “Advisory Fee,” “12b- 1 Fees” and “Total Fund Operating Expenses” for the Fund were [0.25%], [0.15%] and [0.50%], respectively. The Adviser and Distributor expect to continue these waivers throughout the year, but are not obligated to do so.]

Example

1 Year

3 Years

5 Years

10 Years

—

Portfolio Turnover

annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was ___% of the average value of its portfolio.

Principal Investment Strategies

The Fund limits its investments and investment techniques so as to qualify for investment without specific statutory limitation by Financial Institutions under current applicable federal laws and regulations. The Fund encourages state chartered financial institutions to consult their legal counsel regarding whether the Fund is a permissible investment under their state law.

The Fund, under normal market conditions, invests primarily in mortgage-related investments. Under normal market and interest rate conditions, the Fund seeks to maintain a duration less than or similar to that of a 1-Year U.S. Treasury Note, but not to exceed that of a 2-Year U.S. Treasury Note. The Adviser expects that a portfolio of these types of securities will generally provide higher current yields than money market securities or alternative investments of comparable quality and market rate volatility. The Fund has no restriction as to the minimum or maximum maturity of any particular investment held.

In addition to mortgage-related investments, the Fund may invest in U.S. Government or agency securities, certificates of deposit and other time deposits of FDIC insured depository institutions, repurchase agreements collateralized by obligations of the U.S. Government or other obligations that are not subject to any investment limitation on the part of national banks, and eligible bankers’ acceptances with maturities of ninety days or less issued by FDIC insured institutions. Although some of the securities the Fund invests in may be issued by entities chartered or sponsored by Acts of Congress, the securities of such entities may or may not be issued or guaranteed by the U.S. Treasury.

The Fund invests primarily in “securities backed by or representing an interest in mortgages on domestic residential housing or manufactured housing” meeting the definition of such assets for purposes of the qualified thrift lender (“QTL”) test under the current Office of Thrift Supervision (“OTS”) Regulations. Pending any revisions of the current OTS Regulations, the Fund expects that, absent extraordinary market developments, at least [65%] of its assets will qualify for QTL purposes for savings associations, although actual percentages may be higher. In addition the Fund does not purchase any investments having a risk-based weighting in excess of [20%] under the current risk-based capital regulations established by the OTS. Also, the Fund does not purchase any investments having a risk-based weighting for banks in excess of [20%] under current federal regulations of the appropriate regulatory agencies.

Principal Risks

It is possible to lose money by investing in the Fund. Among the principal risks of investing in the Fund, which could adversely affect its net asset value, yield and total return, are:

Extension Risk. During periods of rising interest rates, property owners may prepay their mortgages more slowly than expected, resulting in slower prepayments of mortgage-backed securities, which increases the duration of a security and reduces its value.

Interest Rate Risk. Normally, the values of fixed income securities vary inversely with changes in prevailing interest rates. With rising interest rates, fixed income securities held by the Fund tend to decrease in value. Also, securities with longer durations held by the Fund are generally more sensitive to interest rate changes. As such, securities with longer durations are usually more volatile than those with shorter durations.

Liquidity Risk. Trading opportunities are more limited for certain securities that have complex terms or that are not widely held, or that have been adversely affected by the recent turmoil in the credit markets. Such circumstances may make it more difficult to sell or buy a security at a favorable price or time, which could have a negative effect on the Fund’s performance. Infrequent trading of securities may also lead to an increase in their price volatility. Liquidity risk also refers to the possibility that the Fund may not be able to sell a security when it wants to.

Mortgage-Related Securities Risk. The risks associated with mortgage-backed securities include: (1) credit risk associated with the performance of the underlying mortgage properties and of the borrowers owning these properties; (2) adverse changes in economic conditions and circumstances, which are more likely to have an adverse impact on mortgage-backed securities secured by loans on certain types of commercial properties than on those secured by loans on residential properties; (3) prepayment and extension risks, which can lead to significant fluctuations in value of the mortgage-backed security; (4) loss of all or part of the premium, if any, paid; and (5) decline in the market value of the security, whether resulting from changes in interest rates or prepayments on the underlying mortgage collateral.

diminished liquidity and valuations and are currently illiquid. In addition, other segments of the non-agency market have experienced diminished liquidity and valuations and may be illiquid.

Prepayment Risk. During periods of declining interest rates, property owners may prepay their mortgages more quickly than expected thereby reducing the potential appreciation of fixed rate, asset-backed securities.

Valuation Risk. Fair value pricing is inherently a process of estimates and judgments. Fair value prices established by a Fund may fluctuate to a greater degree than securities for which market quotes are readily available and may differ materially from the value that might be realized upon the sale of the security. There can be no assurance that a Fund could purchase or sell a portfolio of investments at the fair value price used to calculate the Fund’s net asset value. In addition, changes in the value of portfolio investments priced at fair value may be less frequent and of greater magnitude than changes in the price of securities that trade frequently in the marketplace, resulting in potentially greater net asset value volatility.

While the Trust’s policy is intended to result in a calculation of a Fund’s net asset value that fairly reflects security values at the time of pricing, the Trust cannot ensure that fair value prices would accurately reflect the price that a Fund could obtain for a security if it were to dispose of that security, particularly in a forced or distressed sale

Fund Performance History

The following bar charts and tables provide an illustration of how performance has varied over time. The bar charts depict the change in performance from year to year during the period indicated. The Fund’s past performance (before and after taxes) does not necessarily indicate how it will perform in the future. The chart and table assume reinvestment of dividends and distributions.

Annual Returns for the Years Ended December 31

Ticker Symbol:
ASARX
(Graph)


	Annual Returns
2000		7.13	%
2001		5.95	%
2002		3.22	%
2003		1.49	%
2004		1.67	%
2005		2.16	%
2006		4.58	%
2007		4.88	%
2008		-20.62	%
2009		[__.__	%]

During the periods shown in the bar chart, the highest return for a calendar quarter was [2.20%] (quarter ended [12/31/00]) and the lowest return for a calendar quarter was [-9.09%] (quarter ended [12/31/08]).

Average Annual Total Returns . The following table compares the Fund’s average annual returns for the periods ended [December 31, 2009], to a broad-based securities market index (which, unlike the Fund, has no fees or expenses).

1 Year

5 Years

10 Years

Ultra Short Mortgage Fund (before taxes)

[__.__%]

Ultra Short Mortgage Fund (after taxes on distributions)*

[__.__%]

Ultra Short Mortgage Fund (after taxes on distributions and redemptions)*

[__.__%]

Barclays Capital 6 Month T-Bill Bellwethers**

[__.__%]


*		After-tax returns are calculated using the applicable highest marginal individual federal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown.

**		The Barclays Capital 6 Month T-Bill Bellwethers Index (formerly Lehman 6 Month T-Bill Bellwethers Index) is an unmanaged index that measures the performance of six-month U.S. Treasury Bills. The Index reflects no deduction for fees, expenses or taxes.

Management

Shay Assets Management, Inc. serves as investment adviser to the Fund.

Purchase and Sale of Fund Shares

You may purchase, exchange or redeem shares of the Fund on any Business Day.

The minimum initial investment in the Fund is $10,000; provided, however, that the Distributor and/or the Trust reserve the right to accept a lesser initial investment in their sole and absolute discretion. There is no minimum investment balance required. Subsequent purchases may be made in any amount.

Tax Information

Payments to Broker-Dealers and Other Financial Intermediaries

ULTRA SHORT FUND

Investment Objective

The Fund seeks to achieve current income with a very low degree of share-price fluctuation.

Fees and Expenses

This section describes the fees and expenses you may pay if you buy and hold shares of the Fund.


Shareholder Fees	None

Annual Fund Operating Expenses (as a percentage of average net assets)
Advisory Fee		[0.45%]	^*
12b-1 Fees		[0.25%]	^*
Other Expenses		[0.14%]

Total Fund Operating Expenses		[0.84%]	^*


*		[The fee table and the following example have been prepared to illustrate Annual Fund Operating Expenses assuming no fee waivers. For the fiscal year ended [October 31, 2009], the Adviser and the Distributor voluntarily waived [0.20%] and [0.10%] of their fees, respectively, so that the “Advisory Fee,” “12b- 1 Fees” and “Total Fund Operating Expenses” were [0.25%], [0.15%] and [0.54%], respectively. The Adviser and Distributor expect to continue these waivers throughout the year, but are not obligated to do so.]

Example

1 Year

3 Years

5 Years

10 Years

—

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was ___% of the average value of its portfolio.

Principal Investment Strategies

The Fund limits its investments and investment techniques so as to qualify for investment by national banks and federal savings associations subject to applicable statutory limits under current applicable federal laws and regulations. The Fund encourages state chartered financial institutions to consult their legal counsel regarding whether the Fund is a permissible investment under their state law.

The Fund invests primarily in fixed and variable rate mortgage-related investments, debt securities issued or guaranteed by the U.S. Government, its agencies and instrumentalities, asset-backed investments, investment grade corporate debt securities, money market and other debt instruments. Although some of these securities may be issued by entities chartered or sponsored by Acts of Congress, the securities of such entities may or may not be issued or guaranteed by the U.S. Treasury. The Fund intends to invest to a significant degree in mortgage-related securities. The Fund may, but is not required to, use financial contracts for risk management purposes as part of its investment strategies. Some financial contracts are commonly referred to as derivatives. These investments will be used for bona fide hedging purposes, as is consistent with their permissible use in the portfolio of a national bank or federally chartered thrift.

Under normal market and interest rate conditions, the Fund seeks to maintain a duration less than or similar to that of a 1-Year U.S. Treasury Note, but not to exceed that of a 2-Year U.S. Treasury Note. The Fund has no restriction on the minimum or maximum maturity of any particular investment held.

Other investments and investment techniques the Fund may use include short-term fixed and variable rate debt instruments such as commercial paper rated in one of the two highest rating categories by an NRSRO, long-term fixed and variable rate debt instruments rated investment grade or better by an NRSRO, inflation-indexed bonds issued both by governments and corporations, structured notes, certificates of deposit and other time deposits of FDIC insured depository institutions, eligible bankers’ acceptances with maturities of ninety days or less issued by FDIC insured institutions, repurchase agreements collateralized by obligations of the U.S. Government or other obligations that are not subject to any investment limitation on the part of national banks, municipal bonds, reverse repurchase agreements, mortgage dollar rolls, when-issued securities and covered short sales.

Principal Risks

It is possible to lose money by investing in the Fund. Among the principal risks of investing in the Fund, which could adversely affect its net asset value, yield and total return, are:

assert claims against the U.S. Government itself if those agencies or instrumentalities do not meet their commitments.

Hedging Risk. The Ultra Short Fund may use financial contracts in a manner consistent with their permissible use in the portfolio of a national bank or federally chartered thrift. Some financial contracts are commonly referred to as derivatives. Financial contracts involve the risk of mispricing or improper valuation and the risk that changes in the value of the financial contract may not correlate perfectly with the underlying asset, rate or index. Hedging also involves the risk that the Adviser is incorrect in its expectation of what an appropriate hedging position would be. Also the Fund may not hedge when it would have been beneficial to do so.

securities. As a result, certain segments of the non-agency market have experienced significantly diminished liquidity and valuations and are currently illiquid. In addition, other segments of the non-agency market have experienced diminished liquidity and valuations and may be illiquid.

Fund Performance History

The following bar charts and tables provide an illustration of how performance has varied over time. The bar charts depict the change in performance from year to year during the period indicated. The Fund’s past performance (before and after taxes) does not necessarily indicate how it will perform in the future. The chart and table assume reinvestment of dividends and distributions.

Annual Returns for the Years Ended December 31

Ticker Symbol:
AULTX
(Graph)


	Annual Returns
2002		2.50	%
2003		1.71	%
2004		1.72	%
2005		2.45	%
2006		4.99	%
2007		4.60	%
2008		-32.57	%
2009		[_.__	%]

During the period shown in the bar chart, the highest return for a calendar quarter was [1.85%] (quarter ended [9/30/06]) and the lowest return for a calendar quarter was [-14.98%] (quarter ended [9/30/08]).

1 Year

5 Years

Since Inception*

Ultra Short Fund (before taxes)

[_.__%]

Ultra Short Fund (after taxes on distributions)**

[_.__%]

Ultra Short Fund (after taxes on distributions and redemptions)**

[_.__%]

Barclays Capital 6 Month T-Bill Bellwethers***

[_.__%]


*		The Fund commenced operations on November 14, 2001.

**		After-tax returns are calculated using the applicable highest marginal individual federal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown.

***		The Barclays Capital 6 Month T-Bill Bellwethers Index (formerly Lehman 6 Month T-Bill Bellwethers Index) is an unmanaged index that measures the performance of six-month U.S. Treasury Bills. The Index reflects no deduction for fees, expenses or taxes.

Management

Shay Assets Management, Inc. serves as investment adviser to the Fund.

Purchase and Sale of Fund Shares

You may purchase, exchange or redeem shares of the Fund on any Business Day.

Tax Information

Payments to Broker-Dealers and Other Financial Intermediaries

intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.

SHORT U.S. GOVERNMENT FUND

Investment Objective

Fees and Expenses:

This section describes the fees and expenses you may pay if you buy and hold shares of the Fund.


Shareholder Fees	None

Annual Fund Operating Expenses (as a percentage of average net assets)
Advisory Fee		[0.25	%]*
12b-1 Fees		[0.15	%]
Other Expenses		[0.13	%]

Total Fund Operating Expenses		[0.53	%]


*		[For the term of the advisory agreement which is subject to annual renewal on March 1 of each year, the Adviser has contractually agreed to reduce its advisory fee with respect to the Fund to the extent that the daily ratio of operating expenses to average daily net assets of the Fund exceeds [0.75%].]

Example


1 Year	3 Years	5 Years	10 Years
$ —	$—	$—	$—

Portfolio Turnover

in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was ___% of the average value of its portfolio.

Principal Investment Strategies

The Fund invests only in high quality fixed and variable rate assets (including repurchase agreements collateralized by obligations of the U.S. Government or other obligations that are not subject to any investment limitation on the part of national banks) and under normal market conditions, invests primarily in U.S. Government obligations, which consist of obligations issued or guaranteed by the U.S. Government and its agencies or instrumentalities. Although some of these obligations may be issued by entities chartered or sponsored by Acts of Congress, the securities of such entities may or may not be issued or guaranteed by the U.S. Treasury. Under normal market and interest rate conditions, the Fund seeks to maintain a minimum duration of a 1-Year U.S. Treasury Note, and its maximum duration is that of a 3-Year U.S. Treasury Note. The Fund has no restriction as to the minimum or maximum maturity of any particular investment held. Other investments include eligible bankers’ acceptances with maturities of ninety days or less issued by FDIC insured institutions, certificates of deposit and other time deposits of FDIC insured depository institutions.

The Fund does not purchase any investments having a risk-based weighting in excess of [20%] under the current risk-based capital regulations established by the OTS. Also, the Fund does not purchase any investments having a risk-based weighting for banks in excess of [20%] under current federal regulations of the appropriate regulatory agencies.

Principal Risks

It is possible to lose money by investing in the Fund. Among the principal risks of investing in the Fund, which could adversely affect its net asset value, yield and total return, are:

Recent instability in the markets for fixed income securities, particularly non-agency mortgage-backed securities, has affected and is expected to continue to affect the liquidity and valuation of such securities. As a result, certain segments of the non-agency market have experienced significantly diminished liquidity and valuations and are currently illiquid. In addition, other segments of the non-agency market have experienced diminished liquidity and valuations and may be illiquid.

of the security. There can be no assurance that a Fund could purchase or sell a portfolio of investments at the fair value price used to calculate the Fund’s net asset value. In addition, changes in the value of portfolio investments priced at fair value may be less frequent and of greater magnitude than changes in the price of securities that trade frequently in the marketplace, resulting in potentially greater net asset value volatility.

Fund Performance History

The following bar charts and tables provide an illustration of how performance has varied over time. The bar charts depict the change in performance from year to year during the period indicated. The Fund’s past performance (before and after taxes) does not necessarily indicate how it will perform in the future. The chart and table assume reinvestment of dividends and distributions.

Annual Returns for the Years Ended December 31

Ticker Symbol:
ASITX
(Graph)


	Annual Returns
2000		7.74	%
2001		7.35	%
2002		4.63	%
2003		1.87	%
2004		1.46	%
2005		2.27	%
2006		4.33	%
2007		5.74	%
2008		-5.52	%
2009		[_.__	%]

During the periods shown in the bar chart, the highest return for a calendar quarter was [3.02%] (quarter ended [9/30/01]) and the lowest return for a calendar quarter was [-4.33%] (quarter ended [6/30/08]).

1 Year

5 Years

10 Years

Short U.S. Government Fund (before taxes)

[_.__%]

Short U.S. Government Fund (after taxes on distributions)*

[_.__%]

Short U.S. Government Fund (after taxes on distributions and redemptions)*

[_.__%]

Barclays Capital 1-3 Year U.S. Government Bond Index**

[_.__%]


*		After-tax returns are calculated using the applicable highest marginal individual federal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown.

**		The Barclays Capital 1-3 Year U.S. Government Bond Index (formerly Lehman Brothers 1-3 Year Government Index) is an unmanaged index generally representative of government securities with maturities of one to three years. The Index reflects no deduction for fees, expenses or taxes.

Management

Shay Assets Management, Inc. serves as investment adviser to the Fund.

Purchase and Sale of Fund Shares

You may purchase, exchange or redeem shares of the Fund on any Business Day.

Tax Information

Payments to Broker-Dealers and Other Financial Intermediaries

INTERMEDIATE MORTGAGE FUND

Investment Objective

Fees and Expenses

This section describes the fees and expenses you may pay if you buy and hold shares of the Fund.


Shareholder Fees	None

Annual Fund Operating Expenses (as a percentage of average net assets)
Advisory Fee		[0.35	%] ^,*
12b-1 Fees		[0.15	%]
Other Expenses		[0.11	%]

Total Fund Operating Expenses		[0.61	%] ^*


*		[The fee table and the following example have been prepared to illustrate Annual Fund Operating Expenses assuming no fee waivers. For the fiscal year ended October 31, 2009], the Adviser voluntarily waived [0.10%] of its advisory fee, so that the “Advisory Fee” and “Total Fund Operating Expenses” for the Fund were[ 0.25%] and [0.51%], respectively. The Adviser expects to continue this waiver throughout the year, but is not obligated to do so.]

**		[For the term of the advisory agreement which is subject to annual renewal on March 1 of each year, the Adviser has contractually agreed to reduce its advisory fee with respect to the Fund to the extent that the daily ratio of operating expenses to average daily net assets of the Fund exceeds [0.75%].]

Example


1 Year	3 Years	5 Years	10 Years
$—	$—	$—	$—

Portfolio Turnover

Principal Investment Strategies

The Fund invests, under normal market conditions, primarily in mortgage-related investments paying fixed or variable rates of interest. Although some of these securities may be issued by entities chartered or sponsored by Acts of Congress, the securities of such entities may or may not be issued or guaranteed by the U.S. Treasury. The Fund has no restriction as to the minimum or maximum maturity of any particular investment held. Under normal market and interest rate conditions, the Fund seeks to maintain a minimum duration of a 2-Year U.S. Treasury Note, and a maximum duration of a 4-Year U.S. Treasury Note.

The Fund invests primarily in “securities backed by or representing an interest in mortgages on domestic residential housing or manufactured housing” meeting the definition of such assets for purposes of the QTL test under the current OTS Regulations. Pending any revisions of the current OTS Regulations, the Fund expects that, absent extraordinary market developments, at least [65%] of its assets will qualify for QTL purposes for savings associations, although actual percentages may be higher. In addition, the Fund does not purchase any investments having a risk-based weighting in excess of [20%] under the current risk-based capital regulations established by the OTS. Also, the Fund does not purchase any investments having a risk-based weighting for banks in excess of [20%] under current federal regulations of the appropriate regulatory agencies.

Principal Risks

It is possible to lose money by investing in the Fund. Among the principal risks of investing in the Fund, which could adversely affect its net asset value, yield and total return, are:

repurchase agreement or a loan of portfolio securities, is unable or unwilling to make timely principal and/or interest payments, or to otherwise honor its obligations

Fund Performance History

The following bar charts and tables provide an illustration of how performance has varied over time. The bar charts depict the change in performance from year to year during the period indicated. The Fund’s past performance (before and after taxes) does not necessarily indicate how it will perform in the future. The chart and table assume reinvestment of dividends and distributions.

Annual Returns for the Years Ended December 31

Ticker Symbol:
ASCPX
(Graph)


	Annual Returns
2000		9.74	%
2001		7.27	%
2002		5.63	%
2003		1.55	%
2004		2.16	%
2005		2.00	%
2006		4.66	%
2007		3.35	%
2008		-31.94	%
2009		[_.__	%]

During the period shown in the bar chart, the highest return for a calendar quarter was [3.70%] (quarter ended [9/30/01]) and the lowest return for a calendar quarter was [-12.24%] (quarter ended [12/31/08]).

1 Year

5 Years

10 Years

Intermediate Mortgage Fund (before taxes)

[_.__%]

Intermediate Mortgage Fund (after taxes on distributions)*

[_.__%]

Intermediate Mortgage Fund (after taxes on distributions and redemptions)*

[_.__%]

Barclays Capital 1-5 Year U.S. Government Bond Index**

[_.__%]


*		After-tax returns are calculated using the applicable highest marginal individual federal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown.

**		The Barclays Capital 1-5 Year U.S. Government Bond Index (formerly Lehman 1-5 Year Government Index) is an unmanaged index generally representative of government securities with maturities of one to five years. The Index reflects no deduction for fees, expenses or taxes.

Management

Shay Assets Management, Inc. serves as investment adviser to the Fund.

Purchase and Sale of Fund Shares

You may purchase, exchange or redeem shares of the Fund on any Business Day.

Tax Information

Payments to Broker-Dealers and Other Financial Intermediaries

U.S. GOVERNMENT MORTGAGE FUND

Investment Objective

Fees and Expenses

This section describes the fees and expenses you may pay if you buy and hold shares of the Fund.


Shareholder Fees	None

Annual Fund Operating Expenses (as a percentage of average net assets)
Advisory Fee		[0.25	%]*
12b-1 Fees		[0.15	%]
Other Expenses		[0.12	%]

Total Fund Operating Expenses		[0.52	%]


*		[For the term of the advisory agreement which is subject to annual renewal on March 1 of each year, the Adviser has contractually agreed to reduce its advisory fee with respect to the Fund to the extent that the daily ratio of operating expenses to average daily net assets of the Fund exceeds[ 0.75%].]

Example


1 Year	3 Years	5 Years	10 Years
$—	$—	$—	$—

Portfolio Turnover

Principal Investment Strategies

The Fund invests, under normal market conditions, primarily in mortgage-related securities issued or guaranteed by the U.S. Government and its agencies or instrumentalities, paying fixed or adjustable rates of interest. Although some of the securities the Fund invests in may be issued by entities chartered or sponsored by Acts of Congress, the securities of such entities may or may not be issued or guaranteed by the U.S. Treasury. The Fund has no restriction as to the minimum or maximum maturity of any particular instrument held. Under normal market and interest rate conditions, the Fund seeks to maintain a minimum duration of a 2-Year U.S. Treasury Note, and a maximum duration of a 6-Year U.S. Treasury Note.

The Fund invests primarily in “securities backed by or representing an interest in mortgages on domestic residential housing or manufactured housing” meeting the definition of such assets for purposes of the QTL test under the current OTS Regulations. Pending any revisions of the current OTS Regulations, the Fund expects that, absent extraordinary market developments, at least [65%] of its assets will qualify for QTL purposes for savings associations, although actual percentages may be higher. In addition the Fund does not purchase any investments having a risk-based weighting in excess of [20%] under the current risk-based capital regulations established by the OTS. Also the Fund does not purchase any investments having a risk-based weighting for banks in excess of [20%] under current federal regulations of the appropriate regulatory agencies.

Principal Risks

It is possible to lose money by investing in the Fund. Among the principal risks of investing in the Fund, which could adversely affect its net asset value, yield and total return, are:

diminished liquidity and valuations and are currently illiquid. In addition, other segments of the non-agency market have experienced diminished liquidity and valuations and may be illiquid.

Fund Performance History

The following bar charts and tables provide an illustration of how performance has varied over time. The bar charts depict the change in performance from year to year during the period indicated. The Fund’s past performance (before and after taxes) does not necessarily indicate how it will perform in the future. The chart and table assume reinvestment of dividends and distributions.

Annual Returns for the Years Ended December 31

Ticker Symbol:

ASMTX
(Graph)


	Annual Returns
2000		10.48	%
2001		6.74	%
2002		7.13	%
2003		2.29	%
2004		3.70	%
2005		1.74	%
2006		4.52	%
2007		6.45	%
2008		-6.92	%
2009		[_.__	%]

During the period shown in the bar chart, the highest return for a calendar quarter was [4.29%] (quarter ended [9/30/01]) and the lowest return for a calendar quarter was [-4.77%] (quarter ended [9/30/08]).

1 Year

5 Years

10 Years

U.S. Government Mortgage Fund (before taxes)

[_.__%]

U.S. Government Mortgage Fund (after taxes on distributions)*

[_.__%]

U.S. Government Mortgage Fund (after taxes on distributions and redemptions)*

[_.__%]

Barclays Capital U.S. MBS Fixed Rate Index**

[_.__%]


*		After-tax returns are calculated using the applicable highest marginal individual federal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown.

**		The Barclays Capital U.S. MBS Fixed Rate Index (formerly Lehman Fixed Rate Mortgage Backed Securities Index) is a broad-based unmanaged index that represents the general performance of fixed rate mortgage bonds. The Index reflects no deduction for fees, expenses or taxes.

Management

Shay Assets Management, Inc. serves as investment adviser to the Fund.

Purchase and Sale of Fund Shares

You may purchase, exchange or redeem shares of the Fund on any Business Day.

Tax Information

Payments to Broker-Dealers and Other Financial Intermediaries

INVESTMENT INFORMATION

Principal Investment Strategies

Securities Selection

In selecting securities, the Adviser develops an outlook for interest rates and the economy and analyzes credit and call risks. The Adviser varies the quality, sector and maturity of the securities selected for the Funds based upon the Adviser’s analysis of financial market conditions and the outlook for the U.S. economy. The Adviser attempts to identify areas of the bond market that are undervalued relative to the rest of the market. The Adviser identifies these areas by grouping bonds into sectors such as: money markets, governments, corporates, mortgages and asset-backed securities. Once investment opportunities are identified, the Adviser will shift assets among sectors depending upon changes in relative valuations, credit spreads and upon historical yield or price relationships.

There is no guarantee that the Adviser’s security selection techniques will achieve a Fund’s investment objective.

Mortgage-Related and Asset-Backed Securities

Each Fund may invest in mortgage-related securities and may invest all of its assets in such securities; provided, however, that the Money Market Fund may only invest in mortgage-related securities consistent with Rule 2a-7 under the Investment Company Act of 1940. Mortgage-related securities include fixed rate and adjustable-rate mortgage pass-through securities and fixed rate and variable rate collateralized mortgage obligations (“CMOs”).

The Ultra Short Fund may also invest in asset-backed securities, commercial mortgage-backed securities, stripped mortgage-backed securities (“SMBSs”) and other securities that directly or indirectly represent a participation in, or are secured by and payable from, mortgage loans on real property. Asset-backed securities are securities backed by notes or other receivables. Some examples are autos, credit cards and royalties.

Each Fund may invest in private mortgage-related securities. Private mortgage-related securities represent interests in, or are collateralized by, pools consisting principally of residential mortgage loans created by non-governmental issuers. These securities generally offer a higher rate of interest than governmental and government-related, mortgage-backed securities because there are no direct or indirect government guarantees of payment as in the former securities, although certain credit enhancements may exist. Securities issued by private organizations may not have the same degree of liquidity as those with direct or indirect government guarantees. Each Fund, except the Ultra Short Fund, may invest only in private mortgage-related securities rated in one of the two highest rating categories by an NRSRO. If a security is rated by two or more NRSROs, the lowest rating assigned to the security is used for purposes of determining whether the security meets these ratings criteria.

The value of some mortgage- or asset-backed securities may be particularly sensitive to changes in prevailing interest rates. Early repayment of principal on some mortgage-related securities may expose a Fund to a lower rate of return upon reinvestment of principal. When interest rates rise, the value of a mortgage-related security generally will decline; however, when interest rates are declining, the value of mortgage-related securities with prepayment features may not increase as much as other fixed income securities. The rate of prepayments on underlying mortgages will affect the price and volatility of a mortgage-related security, and may shorten or extend the effective maturity of the security beyond what was anticipated at the time of purchase. If unanticipated rates of prepayment on underlying mortgages increase the effective maturity of a mortgage-related security, the volatility of the security can be expected to increase. The value of these securities may fluctuate in response to the market’s perception of the creditworthiness of the issuers. Additionally, although mortgage-related securities are generally supported by some form of government or private guarantee and/or insurance, there is no assurance that private guarantors or insurers will meet their obligations.

One type of SMBS has one class receiving all of the interest from the mortgage assets (the interest-only, or “IO” class), while the other class will receive all of the principal (the principal-only, or “PO” class). The yield to maturity on an IO class is extremely sensitive to the rate of principal payments (including prepayments) on the underlying mortgage assets, and therefore is excluded from the Funds.

U.S. Government Securities

U.S. Government Securities are issued by the U.S. Government, its agencies or government-sponsored enterprises (“instrumentalities”). These obligations may or may not be backed by the full faith and credit of the United States. Securities that are backed by the full faith and credit of the United States include U.S. Treasury securities and securities issued by the Government National Mortgage Association (“GNMA”). In the case of securities not backed by the full faith and credit of the United States, the Funds must look principally to the agency or instrumentality issuing or guaranteeing the obligation for ultimate repayment and may not be able to assert a claim against the United States itself in the event the agency or instrumentality does not meet its commitments. Securities in which the Funds may invest that are not backed by the full faith and credit of the United States include, but are not limited to: (i) obligations of the Federal Home Loan Banks, which have the right to borrow from the U.S. Treasury to meet their obligations; (ii) obligations of the Federal National Mortgage Association (“FNMA”) and the Federal Home Loan Mortgage Corporation (“FHLMC”), each of which are supported by the discretionary authority of the U.S. Treasury to purchase the instrumentality’s obligations; and (iii) obligations of the Federal Farm Credit System and the Student Loan Marketing Association, each of whose obligations may be satisfied only by the individual credit of the issuing agency or instrumentality. No assurance can be given that the U.S. Government would provide financial support to U.S. Government agencies, authorities or instrumentalities if it is not obligated to do so by law.

In September 2008, FNMA and FHLMC were placed under the conservatorship of the Federal Housing Finance Agency to provide stability in the financial markets, mortgage availability and taxpayer protection by preserving FNMA’s and FHLMC’s assets and property and putting FNMA and FHLMC in a sound and solvent condition. Under the conservatorship, the management of FNMA and FHLMC was replaced. In addition, the Treasury has announced additional initiatives and programs to strengthen FNMA and FHLMC. There is no assurance that the conservatorship or Treasury initiatives will be successful.

When-Issued, Delayed-Delivery and To Be Announced (TBA) Securities

Each Fund, except the Money Market Fund, may purchase securities on a when-issued, delayed-delivery or TBA basis. In when-issued transactions, securities are bought or sold during the period between the announcement of an offering and the issuance and payment date of the securities. When

securities are purchased on a delayed-delivery basis, the price of the securities is fixed at the time the commitment to purchase is made, but settlement may take place at a future date. When TBA securities are purchased by a Fund, the Fund agrees to purchase an as yet unidentified security that meets certain specified terms.

By the time of delivery, securities purchased on a when-issued, delayed-delivery or TBA basis may be valued at less than the purchase price. At the time when-issued, delayed-delivery and TBA securities are purchased, the Fund must set aside funds in a segregated account to pay for the purchase, and until acquisition, the Fund will not earn any income on the securities that it purchased.

Although a Fund will generally purchase securities on a when-issued, delayed-delivery or TBA basis with the intention of acquiring the securities, the Fund may dispose of the securities prior to delivery, if the Adviser deems it appropriate. If a Fund chooses to dispose of the right to acquire such securities prior to acquisition, it could, as with the disposition of any other such investment, incur a gain or loss due to market fluctuation.

Corporate Debt Securities

The Ultra Short Fund may invest in investment grade corporate debt securities, including commercial paper, provided however, that commercial paper must be rated in one of the two highest rating categories by an NRSRO. Corporate debt securities are subject to the risk of the issuer’s inability to meet principal and interest payments on the obligation and may also be subject to price volatility due to such factors as interest rate sensitivity, market perception of the creditworthiness of the issuer and general market liquidity. When interest rates rise, the value of corporate debt securities can be expected to decline. Debt securities with longer maturities tend to be more sensitive to interest rate movements than those with shorter maturities.

Certificates of Deposit and Eligible Bankers’ Acceptances

Each Fund may invest in certificates of deposit and other time deposits in a commercial or savings bank or savings association whose accounts are insured by the Federal Deposit Insurance Corporation (“FDIC Insured Institution”). Investments in certificates of deposit issued by and other time deposits in foreign branches of FDIC insured banks involve somewhat different investment risks than those affecting deposits in United States branches of such banks, including the risk of future political or economic developments or government action that would adversely affect payments on deposits.

The Funds may invest in eligible bankers’ acceptances of an FDIC Insured Institution if such acceptances have remaining maturities of 90 days or less. Generally, eligible bankers’ acceptances are acceptances that are acceptable by a Federal Reserve Bank as collateral at the discount window.

Variable and Floating Rate Securities

Each Fund may purchase securities that have variable or floating rates of interest (“Variable Rate Securities”). These securities pay interest at rates that are adjusted periodically according to a specified formula, usually with reference to some interest rate index or market interest rate. The interest paid on Variable Rate Securities is a function primarily of the index or market rate upon which the interest rate adjustments are based. Similar to fixed rate debt instruments, variable and floating rate instruments are subject to changes in value based on changes in market interest rates, but because of the interest reset provision, the potential for capital appreciation or depreciation is generally less than for fixed rate obligations. The Funds determine the maturity of Variable Rate Securities in accordance with Securities and Exchange Commission rules which allow the Fund to consider certain of such instruments as having maturities shorter than the maturity date on the face of the instrument.

Repurchase Agreements

Each Fund may enter into repurchase agreements, in which the Fund purchases obligations of the U.S. Government or other obligations that are not subject to any investment limitation on the part of national banks from a bank or broker-dealer who agrees to repurchase the security at the Fund’s cost plus interest within a specified time. If the party agreeing to repurchase should default, the Fund will seek to sell the securities which it holds. This could involve procedural costs or delays in addition to a loss on the securities if their value should fall below their repurchase price. Repurchase agreements maturing in more than seven days are considered illiquid securities.

Duration

A bond portfolio’s duration approximates its price sensitivity to changes in interest rates including expected cash flow and mortgage prepayments. Maturity measures the time until final payment is due; it takes no account of the pattern of a security’s cash flow over time. In computing portfolio duration, the Adviser will estimate the duration of obligations that are subject to prepayment or redemption by the issuer, taking into account the influence of interest rates on prepayments and coupon flows. This method of computing duration is known as the “option-adjusted” duration. The Funds (other than the Money Market Fund) have no restriction as to the minimum or maximum maturity of any particular security held by them, but intend to stay within any minimum and maximum durations described in the Investment Strategy section of each Fund. There can be no assurance that the Adviser’s estimate of duration will be accurate or that the duration of a Fund will always remain within the Fund’s target duration.

Temporary Defensive Strategies

For temporary or defensive purposes, each Fund, except the Money Market Fund may invest up to 100% of its assets in U.S. debt securities, including taxable securities and short-term money market securities, when the Adviser deems it prudent to do so. When a Fund engages in such strategies, it may not achieve its investment objective.

TRUST AND FUND INFORMATION

Investment Adviser

Investment decisions for the Funds are made by Shay Assets Management, Inc. (“Adviser”), a wholly-owned subsidiary of Shay Investment Services, Inc., a closely-held corporation majority-owned by Rodger D. Shay and Rodger D. Shay, Jr. The Adviser, which is located at 230 West Monroe Street, Suite 2810, Chicago, Illinois 60606, is registered under the Investment Advisers Act of 1940 and managed, as of [December 31, 2009], approximately [$. billion] in assets. The Adviser is responsible for placing purchase and sale orders for portfolio instruments.

Advisory Fee Expenses

The Funds pay an annual advisory fee based upon a percentage of average daily net assets. For the fiscal year ended [October 31, 2009], the advisory fee paid to the Adviser was as follows:


Money Market Fund, Class I Shares	[0.03%]	^,*
Ultra Short Mortgage Fund	[0.25%]	^*
Ultra Short Fund	[0.25%]	^*
Short U.S. Government Fund	[0.25%]	^**
Intermediate Mortgage Fund	[0.25%]	^,*
U.S. Government Mortgage Fund	[0.25%]	^**


*		[The Adviser voluntarily waived a portion of the advisory fees with respect to the Money Market Fund, the Ultra Short Mortgage Fund, the Ultra Short Fund and the Intermediate Mortgage Fund. Without such waivers, the fees would have been [0.15%], [0.45%],[ 0.45%] and [0.35%], respectively.]



**		[For the term of the advisory agreement which is subject to annual renewal on March 1 of each year, the Adviser has contractually agreed to reduce its advisory fee with respect to the Money Market Fund, Short U.S. Government Fund, Intermediate Mortgage Fund and U.S. Government Mortgage Fund to the extent that the daily ratio of operating expenses to average daily net assets of such Fund exceeds [0.75%].]

Each voluntary waiver may be terminated at any time by the Adviser.

A discussion regarding the basis for the Board of Trustees renewal of the Funds’ investment advisory agreements will be contained in the most recent shareholder report for the semiannual period ended April 30.

Portfolio Managers

The portfolio managers of the Adviser manage each Fund’s investments as a team.

The portfolio managers responsible for the day-to-day management of each Fund’s investments are David F. Adamson, Maggie Bautista, Sean Kelleher and David Woods.

Mr. Adamson, President of the Adviser, leads the fixed income team that is responsible for the day-to-day management of the Funds’ investments. Mr. Adamson joined the fixed income team in 2008 when he became President of the Adviser. He was President, Shay Financial Services, Inc. from 2007 to 2008, Executive Vice President of Shay Financial Services, Inc. from 2005 to 2007 and Vice President of Shay Financial Services, Inc. from 2000 to 2005. Mr. Adamson previously served as a portfolio manager of the AMF Funds from 1987 to 1994. He received both his Bachelor of Arts and Master of Business Administration in Finance from Southern Methodist University.

Ms Bautista, Assistant Vice President and Portfolio Manager of the Adviser, joined the Adviser’s fixed income management team as an Assistant Portfolio Manager in 2006 and as a Portfolio Manager in 2009. From 1991 to 2006, Ms. Bautista served as a portfolio administrator for the Adviser. Prior to joining Shay Financial Services, Inc. in 1986, Ms. Bautista worked for Harris Bank in Chicago, Illinois.

Mr. Kelleher, Chief Investment Strategist (Fixed Income) and Senior Portfolio Manager of the Adviser, joined the Adviser’s fixed income management team in 2009. In 2008, prior to joining the Adviser’s fixed income management team, Mr. Kelleher worked with M2Capital LLC to develop a distressed bank acquisition and asset management strategy. From 1999 to 2007, Mr. Kelleher worked as a senior vice president and portfolio manager for AllianceBernstein LP. Mr. Kelleher is a Chartered Financial Analyst and earned his Bachelor of Science in Finance from the McIntire School of Commerce at the University of Virginia.

Mr. Woods, Portfolio Manager of the Adviser, joined the Adviser’s fixed income management team in 2008. From 2006 to 2008, Mr. Woods was an analyst for the Adviser’s operations and portfolio management teams. He received a Bachelor of Business Administration in Finance and Strategic Management from James Madison University.

Additional information regarding the portfolio managers’ compensation, other accounts managed by the portfolio managers and the portfolio managers’ ownership of securities in the Funds is available in the Statement of Additional Information (see “Adviser-Portfolio Managers” in the Statement of Additional Information).

Distributor

Pursuant to the Distribution Agreement, Shay Financial Services, Inc. (the “Distributor”), as the principal distributor of the Funds’ shares, directly and through other firms advertises and promotes the Funds. The Trust has adopted a distribution plan pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the “12b-1 Plan”) which allows each Fund to pay the Distributor the following fees for the sale and distribution of its shares:

Money Market Fund Class I Shares and Short U.S. Government Fund , a fee at an annual rate equal to [0.15%] of the combined average daily net assets of each Fund (the “Combined Assets”) up to and including [$0.5 billion]; an annual rate equal to [0.125%] of the Combined Assets between [$0.5 billion] and [$1.0 billion]; an annual rate equal to [0.10%] of the Combined Assets between [$1.0 billion] and [$2.0 billion]; and an annual rate equal to [0.075%] of the Combined Assets over [$2.0 billion].

Ultra Short Mortgage Fund , a fee with respect to the Fund at an annual rate equal to [0.25%] of the average daily net assets of the Fund.

Ultra Short Fund , a fee with respect to the Fund at an annual rate equal to [0.25%] of the average daily net assets of the Fund.

Intermediate Mortgage Fund and U.S. Government Mortgage Fund , a fee with respect to each Fund at an annual rate equal to [0.15%] of the average daily net assets of each Fund up to and including [$0.5] billion; an annual rate equal to [0.125%] of the average daily net assets between [$0.5] billion and [$1.0 billion]; an annual rate equal to [0.10%] of the average daily net assets between [$1.0] billion and [$1.5] billion; and an annual rate equal to [0.075%] of the average daily net assets over [$1.5] billion.

[The Distributor is currently waiving a portion of its fee for the Class I Shares of the Money Market Fund, the Ultra Short Mortgage Fund, and the Ultra Short Fund. The voluntary waivers may be terminated at any time by the Distributor.]

Because these fees are paid out of a Fund’s assets on an ongoing basis over time, these fees will increase the cost of your investment. This charge could cost you more over time than you would pay through some other types of sales charges.

NET ASSET VALUE

For all Funds other than the Money Market Fund, the net asset value per share fluctuates daily. It is determined by dividing the value of all securities and all other assets, less liabilities, by the number of shares outstanding. Each Fund’s assets are valued at prices obtained from one or more independent pricing services or, for certain securities, the Board of Trustees has approved the daily use of a fixed income fair value pricing methodology developed by the Adviser that the Board believes reflects the fair value of such securities. Due to the subjective and variable nature of fair value pricing, it is possible that the fair value determined for a particular security may be materially different from the value realized upon such security’s sale. Short-term instruments maturing within sixty days may be valued at amortized cost.

The Money Market Fund’s net asset value per share is determined by dividing the value of all securities and all other assets, less liabilities, by the number of shares outstanding. The Fund’s investments are valued in accordance with Rule 2a-7 under the Investment Company Act of 1940 based on their amortized cost. The Trust’s Board of Trustees has established procedures reasonably designed to stabilize the net asset value per share at $1.00, although there is no assurance that the Fund will be able to do so.

INVESTING IN THE FUNDS

Share Purchases

Shares of the Funds may be purchased through a financial intermediary or by completing an application which can be acquired at www.amffunds.com . After a complete application form has been received and processed, orders to purchase shares of the Funds may be made by telephoning the Distributor at (800) 527-3713.

Purchase orders are accepted on each Business Day and become effective upon receipt and acceptance by the Trust. As used in this Prospectus, for each Fund, the term “Business Day” means any day on which The Northern Trust Company and the Bond Market (as determined by the Securities Industry and Financial Markets Association) are both open for business. The Northern Trust Company is open weekdays and is closed on weekends and certain national holidays. Payment must be in the form of federal funds. Checks are not accepted. Wire transfer instructions for federal funds should be as follows: Northern Trust Bank, Chicago, IL, ABA# 071000152, Ref: Account Number 5201680000. For purchase of Asset Management Fund, (Name of Fund); From: (Name of Investor); Reference (//1038(shareholder fund and shareholder account number)); $(Amount to be invested).

For all Funds other than the Money Market Fund. For an investor’s purchase to be eligible for same day settlement, the purchase order must be received on a Business Day before 12:00 Noon, New York City time, and payment for the purchase order must be received by The Northern Trust Company by 4:00 p.m., New York City time, of that day. For investors seeking next day settlement, the purchase order must be received on a Business Day before 4:00 p.m., New York City time, and payment must be received by The Northern Trust Company by 4:00 p.m., New York City time, on the next Business Day after the purchase order was received. An investor must indicate to the Trust at the time the order is placed whether same day or next day settlement is sought. Payment must be received by The Northern Trust Company by 4:00p.m., New York City time, on the Business Day designated for settlement or the order will be cancelled.

For the Money Market Fund. A purchase order must be received on a Business Day before 3:00 p.m., New York City time, and payment for the purchase order must be received by The Northern Trust Company by 4:00 p.m., New York City time, of that day to receive same day settlement.

In certain circumstances, such as when the New York Stock Exchange or the Bond Market closes early, the officers of the Trust may set an earlier cut-off time for orders eligible for same day settlement.

A purchase order is considered binding upon the investor. If payment is not timely received, the Trust may hold the investor responsible for any resulting losses or expenses the Trust incurs. In addition, the Trust, the Adviser and/or the Distributor may prohibit or restrict the investor from making future purchases of the Trust’s shares. The Distributor reserves the right to reimburse the Trust in its sole and absolute discretion on behalf of an investor for losses or expenses incurred by the Trust as a result of the investor’s failure to make timely payment.

Any federal funds received in respect of a cancelled order will be returned upon instructions from the sender without any liability to the Trust, the Adviser, the Distributor or The Northern Trust Company. If it is not possible to return such federal funds the same day, the sender will not have the use of such funds until the next day on which it is possible to effect such return. The Trust, the Adviser and/or the Distributor reserve the right to reject any purchase order.

Purchasing Shares Through a Shareholder Servicing Agent

Shares of a Fund may be available through certain financial institutions (each such institution is a “Shareholder Servicing Agent”). The Funds have authorized one or more Shareholder Servicing Agents to receive purchase, exchange or redemption orders on their behalf, and the Shareholder Servicing Agents are authorized to designate other agents to receive purchase, exchange or redemption orders on behalf of the Funds. A Shareholder Servicing Agent may impose transaction or administrative charges or other direct fees and may have different minimum transaction amounts. Therefore, you should contact the Shareholder Servicing Agent acting on your behalf concerning the fees (if any) charged in connection with a purchase, exchange or redemption of shares and you should read this Prospectus in light of the terms governing your accounts with the Shareholder Servicing Agent. A Shareholder Servicing Agent will be responsible for promptly transmitting client or customer purchase, exchange and redemption orders to a Fund in accordance with its agreements with the Distributor and with clients and customers.

Certain Shareholder Servicing Agents, who have entered into agreements with a Fund, or if applicable their designated agents, may enter confirmed purchase orders on behalf of clients and customers for a Fund. If payment is not received in a timely manner, the Shareholder Servicing Agent could be held liable for resulting fees or losses. A Fund will be deemed to have received a purchase, exchange or redemption order when a Shareholder Servicing Agent, or if applicable its designated agent, receives a purchase, exchange or redemption order. Orders received will be priced at the Fund’s net asset value next computed after they are received by the Shareholder Servicing Agent or its authorized designee.

For further information as to how to direct a Shareholder Servicing Agent to purchase, exchange or redeem shares of a Fund on your behalf, you should contact your Shareholder Servicing Agent.

Anti-Money Laundering Program

The Trust is required to comply with various federal anti-money laundering laws and regulations. Consequently, the Trust may be required to hold the account of an investor if the investor appears to be involved in suspicious activity or if certain account information matches information on government lists of known terrorists or other suspicious persons, or the Trust may be required to transfer the account or proceeds of the account to a government agency.

Federal law requires the Trust to obtain, verify and record identifying information, which may include the name, street address, date of birth, taxpayer identification number or other identifying information for investors who open an account with the Trust. Financial institutions as defined at 31 U.S.C. 5312(a)(2) regulated by a federal functional regulator or a bank regulated by a state bank regulator are not subject to the customer identification requirements. The Trust may also ask to see other identifying documents. Applications without this information may not be accepted and orders will not be processed. Pending verification of the investor’s identity, the Trust will require a signature guarantee in order to process redemption requests. The Trust reserves the right to place limits on transactions in any account until the identity of the investor is verified; to refuse an investment in the Trust or involuntarily redeem an investor’s shares and close an account in the event that an investor’s identity is not verified; or suspend the payment of withdrawal proceeds if it is deemed necessary to comply with anti-money laundering regulations. The Trust and its agents will not be responsible for any loss resulting from the

investor’s delay in providing all required identifying information or from closing an account and redeeming an investor’s shares when an investor’s identity cannot be verified.

Minimum Investment Required

The minimum initial investment in each Fund is $10,000; provided, however, that the Distributor and/or the Trust reserve the right to accept a lesser initial investment in their sole and absolute discretion. There is no minimum investment balance required. Subsequent purchases may be made in any amount.

What Shares Cost

Shares of the Funds are sold at their net asset value next determined after the purchase order is received. The Money Market Fund seeks to maintain a net asset value of $1.00 per share. (See “Net Asset Value”). There is no sales charge imposed by the Funds. For all Funds other than the Money Market Fund, the net asset value is determined each Business Day as of the close of the regular trading session of the Bond Market (normally 4:00 p.m. New York City time). For the Money Market Fund, net asset value is determined on each Business Day at 3:00 p.m., New York City time, for purchase orders. Net asset value of the Money Market Fund for purposes of pricing redemption orders is determined at 12:00 p.m. and 3:00 p.m., New York City time, on any day redemptions are permitted and a proper redemption request is received (see “Redeeming Shares”).

Shares may be purchased through accounts established with investment professionals, such as banks or brokers. Investment professionals may charge additional fees directly to the investor for these services.

Dividends

For all Funds dividends are declared daily and paid monthly. Such dividends are declared immediately prior to 4:00 p.m. (3:00 p.m. for the Money Market Fund), New York City time, and are automatically reinvested in additional shares of the same Fund unless the shareholder requests cash payments by contacting the Distributor.

For all Funds other than the Money Market Fund, an investor will receive the dividend declared on both the day its purchase order is settled and the day its redemption order is effected, including any next succeeding non-Business Day or Days, since proceeds are normally wired the next Business Day. For the Money Market Fund, an investor will receive the dividend declared on the day the purchase order is settled. A Money Market Fund shareholder seeking same day settlement of a redemption will not receive the dividend declared on the day the redemption order is effected.

Net capital gains, if any, of a Fund are generally declared and paid once each year and reinvested in additional shares of the same Fund or, at the shareholder’s option, paid in cash.

Frequent Purchases and Redemptions of Fund Shares

Frequent purchases and redemptions of a Fund’s shares may present risks to other shareholders of the Fund. These risks include disruption of portfolio investment strategies, with potential resulting harm to performance, and increased trading costs or Fund expenses. All Funds, except the Money Market Fund, discourage and have established policies and procedures designed to detect and deter frequent trading that may be harmful to shareholders for other than legitimate liquidity needs. Under the Funds’ policies and procedures approved by the Board of Trustees, (i) trading activity in shareholder accounts, except accounts held in the name of a financial intermediary, that meet thresholds set by the Adviser based on the frequency and size of transactions in the account during a specified time period may be

reviewed to assess whether the frequent trading in the account may be harmful to other shareholders and is pursued for the purpose of attempting to profit from anticipated short-term market moves up or down (“market timing”); (ii) the Adviser on behalf of each Fund reserves the right to reject or restrict any purchase order or exchange, including any frequent trading believed to constitute market timing; and (iii) the Funds, Adviser and Distributor are prohibited from entering into any agreement that would permit or facilitate market timing in the Funds. The Funds’ policies and procedures direct the Adviser to establish specific procedures to detect and deter market timing in order to implement the Funds’ frequent trading policies and procedures. Although these efforts are designed to deter frequent purchases and redemptions of Fund shares pursued for purposes of market timing, there is no assurance that these policies and procedures will be effective. These policies and procedures may be modified or terminated at any time without notice to shareholders.

Shares of the Funds may be held in the name of a financial intermediary. These accounts may be comprised of multiple investors whose purchases and redemptions are aggregated and netted before being submitted to the Funds. With respect to accounts held through intermediaries, such intermediaries generally are contractually obligated to provide the Funds with certain shareholder trading information. However, the Funds cannot directly control activity through all channels and are dependent on intermediaries to enforce the Funds’ policies and procedures. In certain cases, intermediaries may be unable to implement these policies or may not be able implement policies and procedures in the same manner as the Funds due to system or other constraints or issues. Shareholders who invest through omnibus accounts may be subject to policies and procedures that differ from those applied by the Funds to direct shareholders.

Unlike the other Funds, the Money Market Fund is designed to permit frequent trading in the Fund. As a result, the Trust’s Board of Trustees has determined that it would be appropriate for the Fund not to adopt policies and procedures with respect to frequent purchases and redemptions of the Fund shares.

REDEEMING SHARES

The Funds redeem shares at their respective net asset values next determined after the Distributor receives the redemption request. Redemptions may be made on Business Days. Redemption requests must be received in proper form and can be made by telephone or in writing.

Telephone Redemption

•

For all Funds other than the Money Market Fund:

Shareholders may redeem their shares by telephoning the Distributor on a Business Day by calling (800) 527-3713. Shareholders may experience difficulties contacting the Distributor during drastic economic events, political uncertainty or national tragedies. At such times, shareholders may also contact the Distributor at (312) 214-7455. In addition, shareholders can submit written requests for redemption as described under “Written Requests.” Net asset value is determined each Business Day as of the close of the Bond Market (normally 4:00 p.m. New York City time). The time the redemption request is received determines when proceeds are sent and the accrual of dividends. Redemption requests received prior to 12:00 Noon, New York City time on a Business Day or other day redemptions are permitted, are effected on the same day, and the shareholder would receive that day’s net asset value and dividend. Proceeds will normally be wired in federal funds to the shareholder’s bank or other account shown on the Trust’s records the next Business Day, but in no case later than seven days. Redemption requests received between 12:00 Noon and 4:00 p.m., New York City time, on a Business Day or other day redemption requests are permitted, are effected on the same day, and shareholders would receive that

day’s net asset value and that day’s dividend. Proceeds will normally be wired in federal funds to the shareholder’s bank or other account shown on the Trust’s record no later than the second Business Day after receipt of the order, but in no case later than seven days. Shareholders will not receive a dividend for any day except the date the order is placed.

•

For the Money Market Fund:

Shareholders may redeem their shares by telephoning the Distributor on a Business Day. Call (800) 527-3713. For redemptions, net asset value is determined twice each Business Day, at 12:00 Noon and at 3:00 p.m., New York City time. If the request is received before 3:00 p.m., New York City time, on a Business Day, the proceeds will normally be wired the same day in federal funds to the shareholder’s bank or other account shown on the Fund’s records, but in no case later than seven days (“same day settlement”). If the request is received after 3:00 p.m., New York City time, on a Business Day, the request will be priced and the proceeds will normally be wired the next Business Day. A shareholder seeking same day settlement will not receive any dividend declared on the day its redemption request is effected.

Written Requests

Shares may also be redeemed by sending a written request to the Distributor, 230 W. Monroe Street, Suite 2810, Chicago, Illinois 60606-4902; Attention: Asset Management Fund.

Signatures

Signatures on written redemption requests must be guaranteed by one of the following:

•

A Federal Home Loan Bank

•

a savings association or a savings bank

•

a trust company or a commercial bank

•

a member firm of a domestic securities exchange or a registered securities association

•

a credit union or other eligible guarantor institution

In certain instances, the Trust or its designated agents may request signature guarantees or documentation believed necessary to insure proper authorization. The documentation may include a copy of a current corporate resolution, articles of incorporation and other appropriate documentation indicating which officers, directors, trustees or persons are authorized to act for a legal entity. The Trust or its designated agents may, in its sole discretion, accept a corporate seal in lieu of a Medallion signature guarantee from investors who are of the type described above. Shareholders with questions concerning documentation should call the Distributor at (800) 527-3713.

Receiving Payment

Proceeds of written redemption requests are sent at the same time and in the same manner as for telephone redemptions, based on the time of the receipt in proper form.

Redemption in Kind

The Funds, with the exception of the Money Market Fund, reserve the right to make a “redemption in kind”—payment in portfolio securities rather than cash—if the Board of Trustees determines that the orderly liquidation of securities owned by a Fund is impracticable, or payment in cash would be prejudicial to the best interests of the remaining shareholders of a Fund. Pursuant to an election made by the Funds pursuant to Rule 18f-1 under the Investment Company Act of 1940, it is the policy of the Funds to effect redemption requests in an amount up to $250,000 over a ninety-day period in cash. Redemptions in excess of this amount may be effected in-kind. Redemptions in kind are taxable for federal income tax purposes in the same manner as redemptions for cash.

EXCHANGES

Shareholders may exchange shares of a Fund for shares in another Fund of the Trust by telephoning the Distributor on a Business Day. Call (800) 527-3713. Exchanges may also be made by written request as previously described under “Written Requests.” The minimum amount for an exchange is the minimum initial investment of the Fund whose shares are being acquired; provided, however, that the Distributor and/or the Trust reserve the right to accept exchanges below the minimum in their sole and absolute discretion. Exchanges will be effected at the relative net asset values next determined after receipt of an exchange request in proper form. Shareholders exchanging out of a Fund, with the exception of certain exchanges from the Money Market Fund, will receive dividends in that Fund through the date the exchange is effected and will begin receiving dividends in the other Fund the next Business Day. Shareholders exchanging out of the Money Market Fund who submit their request before 12:00 Noon New York City time, will receive dividends in the Money Market Fund up to, but not including, the date the exchange is effected and will begin receiving dividends in the other Fund on the date of the exchange. Shareholders exchanging out of the Money Market Fund who submit their request on or after 12:00 Noon New York City time, will receive dividends in the Money Market Fund through the date the exchange is effected and will begin receiving dividends in the other Fund the next business day. An exchange between Funds will generally result in a capital gain or loss, since for federal income tax purposes an exchange is treated as a sale of the shares of the Fund from which the exchange is made and a purchase of the shares of the Fund into which the exchange is made.

The availability of the exchange privilege is subject to the purchase and redemption policies and current operating practices of each Fund. For example, a shareholder may not exchange into a Fund that is closed to purchases and a shareholder may not exchange out of a Fund that is currently satisfying redemptions under the redemption in kind provisions.

The Trust reserves the right to amend or terminate this privilege with notice to shareholders.

SHAREHOLDER INFORMATION

Voting Rights

provides that on any matter submitted to a vote of shareholders, all shares, irrespective of Fund or class, shall be voted in the aggregate and not by Fund or class, except that (i) as to any matter with respect to which a separate vote of any fund or class is permitted or required by the Investment Company Act of 1940 or the document establishing and designating that Fund or class, such requirements as to a separate vote by that Fund or class shall apply in lieu of the aggregate voting as described above, and (ii) as to any matter which does not affect the interest of a particular Fund or class, only shareholders of the affected Fund or class shall be entitled to vote thereon. The Bylaws of the Trust require that a special meeting of shareholders be held upon the written request of shareholders holding not less than 10% of the issued and outstanding shares of the Trust (or the Fund or classes thereof).

Disclosure of Information Regarding Portfolio Holdings

A description of the Trust’s policy with respect to disclosure of information regarding the portfolio holdings of the Funds is available in the Statement of Additional Information (see “Disclosure of Information Regarding Portfolio Holdings” in the Statement of Additional Information).

Federal Income Tax Information

Each Fund intends to remain qualified as a regulated investment company under the Internal Revenue Code of 1986, as amended (the “Code”), for its future taxable years so long as such qualification is in the best interests of shareholders. If a Fund so qualifies, it will not pay federal income tax on the income and capital gain that it distributes to its shareholders.

Each Fund intends to distribute all its net investment income and net capital gains, if any, to its shareholders. Unless otherwise exempt, shareholders are required to pay federal income tax on any taxable dividends and distributions received. This applies whether dividends or distributions are received in cash or as additional shares.

Distributions of net investment income, other than “qualified dividend income,” are taxable for federal income tax purposes at ordinary income tax rates. For taxable years beginning before January 1, 2011, distributions designated as qualified dividend income are generally taxed to noncorporate investors at federal income tax rates applicable to long-term capital gains, provided certain holding period and other requirements contained in the Code are satisfied. It is not anticipated that the Funds will make distributions that are treated as qualified dividend income. Distributions of net capital gain (i.e., the excess of net long-term capital gain over net short-term capital loss) are taxable for federal income tax purposes as long-term capital gain regardless of how long the shareholder has held Fund shares. Long-term capital gain is currently taxable to noncorporate shareholders at a maximum federal income tax rate of 15%. Distributions of net short-term capital gain (i.e., net short-term capital gain less any net long-term capital loss) are taxable as ordinary income regardless of how long the shareholder has held Fund shares.

Dividends declared in October, November or December to shareholders of record as of a date in such month and paid during the following January are treated as if received by shareholders on December 31 of the calendar year declared. Information on the federal income tax status of dividends and distributions is provided annually.

Any gain on a redemption or exchange of Fund shares is generally subject to federal income taxation unless the shareholder is exempt from such taxation.

A Fund may be required to withhold, for U.S. federal income tax purposes, a portion of all distributions and redemption proceeds payable to shareholders who fail to provide the Fund with their correct taxpayer identification number or who fail to make required certifications or if the Fund or the

shareholder has been notified by the Internal Revenue Service that the shareholder is subject to backup withholding. Backup withholding is not an additional tax. Any amounts withheld may be credited against the shareholder’s U.S. federal income tax liability provided the appropriate information is furnished to the Internal Revenue Service.

Dividends and distributions may be subject to state and local taxes. Depending on your state’s tax laws, however, dividends attributable to interest earned on direct obligations of the U.S. Government may be exempt from such taxes.

Prospective shareholders of a Fund should consult with their own tax advisers concerning the effect of owning shares of the Fund in light of their particular tax situation.

FINANCIAL HIGHLIGHTS

The financial highlights tables are intended to help you understand the Funds’ financial performance for the past five years or since inception. Certain information reflects financial results for a single Fund share outstanding throughout each year. The total returns in the tables represent the rate that an investor would have earned on an investment in a particular fund (assuming reinvestment of all dividends and distributions). The information for each Fund has been audited by PricewaterhouseCoopers LLP, whose report, along with each Fund’s financial statements, is included in the Annual Report, which is available upon request.

Money Market Fund, Class I Shares


	Year Ended October 31,
	2009		2008			2007			2006			2005
Net asset value, beginning of year	$	__.__	$	1.00		$	1.00		$	1.00		$	1.00


Income from investment operations:
Net investment income		[__.__]		0.0250			0.0512			0.0465			0.0264
Net realized losses from investments		—		—			—	^(a)		—			—	^(a)

Total from investment operations		[__.__]		0.0250			0.0512			0.0465			0.0264


Less distributions:
Dividends paid to stockholders:
From net investment income:		[__.__]		(0.0250	)		(0.0512	)		(0.0465	)		(0.0264	)

Net asset value, end of year	$	___.__	$	1.00		$	1.00		$	1.00		$	1.00


Total return		[__.__%]		2.53	%		5.24	%		4.76	%		2.68	%

Ratios/Supplemental Data:
Net assets, end of year (in 000’s)	$	[____]	$	32,568		$	131,720		$	110,021		$	81,311
Ratio of expenses to average net assets		[__.__%]		0.20	%		0.14	%		0.18	%		0.17	%
Ratio of net investment income to average net assets		[__.__%]		2.82	%		5.12	%		4.68	%		2.84	%
Ratio of expenses to average net assets*		[__.__%]		0.43	%		0.40	%		0.43	%		0.42	%


*		During the period, certain fees were voluntarily reduced. If such voluntary fee reductions had not occurred, the ratios would have been as indicated.

(a)		Net realized losses per share were less than $0.00005.

Ultra Short Mortgage Fund


	Year Ended October 31,
	2009			2008			2007			2006			2005
Net asset value, beginning of year	$	[__.__]		$	9.62		$	9.68		$	9.69		$	9.83


Income from investment operations:
Net investment income		[__.____]			0.4290			0.5107			0.4216			0.2706
Net realized and unrealized gains (losses) from investments		[__.____]			(1.9116	)		(0.0686	)		0.0041	^(a)		(0.0930	)

Total from investment operations		[__.____]			(1.4826	)		0.4421			0.4257			0.1776


Less distributions:
Dividends paid to stockholders:
From net investment income:		[__.____]			(0.4174	)		(0.5021	)		(0.4357	)		(0.3176	)

Change in net asset value		[__.__]			(1.90	)		(0.06	)		(0.01	)		(0.14	)


Net asset value, end of year	$	[__.__]		$	7.72		$	9.62		$	9.68		$	9.69


Total return		[_.__%]	)		(15.95	%)		4.67	%		4.49	%		1.83	%

Ratios/Supplemental Data:
Net assets, end of year (in 000’s)	$	[________]		$	1,044,580		$	2,131,889		$	2,292,373		$	2,674,298
Ratio of expenses to average net assets		[__.__%]			0.50	%		0.46	%		0.46	%		0.46	%
Ratio of net investment income to average net assets		[__.__%]			4.71	%		5.28	%		4.35	%		2.80	%
Ratio of expenses to average net assets*		[__.__%]			0.80	%		0.76	%		0.76	%		0.76	%
Portfolio turnover rate		[__%]			35	%		59	%		83	%		63	%



*		[During the period, certain fees were voluntarily reduced. If such voluntary fee reductions had not occurred, the ratios would have been as indicated.]


(a)		The amount shown for a share outstanding throughout the period dues not accord with the change in aggregate gains and losses in the portfolio of securities during the period because of the timing of sales and purchases of fund shares in relation to fluctuating market values during the period.

Ultra Short Fund


	Year Ended October 31,
	2009		2008			2007			2006			2005
Net asset value, beginning of year	$	[__.__]	$	9.61		$	9.74		$	9.74		$	9.87


Income from investment operations:
Net investment income		[__.____]		0.4667			0.5137			0.4462			0.2909
Net realized and unrealized gains (losses) from investments		[__.____]		(2.7462	)		(0.1249	)		0.0185			(0.0832	)

Total from investment operations		[__.____]		(2.2795	)		0.3888			0.4647			0.2077


Less distributions:
Dividends paid to stockholders:
From net investment income:		[__.____]		(0.4705	)		(0.5188	)		(0.4647	)		(0.3377	)

Change in net asset value		[__.__]		(2.75	)		(0.13	)		—			(0.13	)

Net asset value, end of period	$	[__.__]	$	6.86		$	9.61		$	9.74		$	9.74


Total return		[_.__%]		(24.99	%)		4.07	%		4.88	%		2.14	%

Ratios/Supplemental Data:
Net assets, end of year (in 000’s)	$	[_____]	$	39,750		$	195,161		$	204,662		$	231,797
Ratio of expenses to average net assets		[__.__%]		0.54	%		0.48	%		0.48	%		0.49	%
Ratio of net investment income to average net assets		[__.__%]		5.16	%		5.29	%		4.57	%		2.99	%
Ratio of expenses to average net assets*		[__.__%]		0.84	%		0.78	%		0.78	%		0.79	%
Portfolio turnover rate		[__%]		32	%		36	%		89	%		36	%


*		During the period, certain fees were voluntarily reduced. If such voluntary fee reductions had not occurred, the ratios would have been as indicated.

Short U.S. Government Fund


	Year Ended October 31,
	2009		2008			2007			2006			2005
Net asset value, beginning of year	$	[__.__]	$	10.35		$	10.37		$	10.37		$	10.61


Income from investment operations:
Net investment income		[_.__]		0.4301			0.5222			0.4370			0.3421
Net realized and unrealized gains (losses) from investments		[_.__]		(1.0594	)		(0.0232	)		0.0209			(0.2035	)

Total from investment operations		[_.__]		(0.6293	)		0.4990			0.4579			0.1386


Less distributions:
Dividends paid to stockholders:
From net investment income:		[_.__]		(0.4407	)		(0.5190	)		(0.4579	)		(0.3786	)

Change in net asset value		[_.__]		(1.07	)		(0.02	)		—			(0.24	)

Net asset value, end of year	$	[___.__]	$	9.28		$	10.35		$	10.37		$	10.37

Total return		[_.__%]		(6.71	%)		4.93	%		4.52	%		1.33	%

Ratios/Supplemental Data:
Net assets, end of year (in 000’s)	$	[_____]	$	60,534		$	132,727		$	162,250		$	156,322
Ratio of expenses to average net assets		[_.__%]		0.53	%		0.48	%		0.51	%		0.50	%
Ratio of net investment income to average net assets		[_.__%]		4.33	%		5.04	%		4.22	%		3.24	%
Portfolio turnover rate		[__%]		58	%		42	%		56	%		95	%

Intermediate Mortgage Fund


	Year Ended October 31,
	2009		2008			2007			2006			2005
Net asset value, beginning of year	$	[__.__]	$	9.12		$	9.29		$	9.28		$	9.57


Income from investment operations:
Net investment income		[_.__]		0.4504			0.4810			0.4306			0.3792
Net realized and unrealized gains (losses) from investments		[_.__]		(2.7388	)		(0.1774	)		0.0123			(0.2778	)

Total from investment operations		[_.__]		(2.2884	)		0.3036			0.4429			0.1014


Less distributions:
Dividends paid to stockholders:
From net investment income:		[_.__]		(0.4416	)		(0.4736	)		(0.4329	)		(0.3914	)

Change in net asset value		[_.__]		(2.73	)		(0.17	)		0.01			(0.29	)

Net asset value, end of year	$	[__.__]	$	6.39		$	9.12		$	9.29		$	9.28

Total return		[_.__%]		(25.94	%)		3.31	%		4.90	%		1.07	%

Ratios/Supplemental Data:
Net assets, end of year (in 000’s)	$	[_____]	$	80,239		$	230,076		$	259,106		$	277,961
Ratio of expenses to average net assets		[_.__%]		0.51	%		0.48	%		0.48	%		0.48	%
Ratio of net investment income to average net assets		[_.__%]		5.42	%		5.19	%		4.65	%		4.02	%
Ratio of expenses to average net assets*		[_.__%]		0.61	%		0.58	%		0.58	%		0.58	%
Portfolio turnover rate		[__%]		18	%		39	%		56	%		95	%


*		[During the period, certain fees were voluntarily reduced. If such voluntary fee reductions had not occurred, the ratios would have been as indicated.]

U.S. Government Mortgage Fund


	Year Ended October 31,
	2009		2008			2007			2006			2005
Net asset value, beginning of year	$	[_.__]	$	10.13		$	10.18		$	10.19		$	10.59


Income from investment operations:
Net investment income		[_.__]		0.4898			0.5287			0.5038			0.4855
Net realized and unrealized gains (losses) from investments		[_.__]		(1.2772	)		(0.0631	)		(0.0053	)		(0.3880	)

Total from investment operations		[_.__]		(0.7874	)		0.4656			0.4985			0.0975


Less distributions:
Dividends paid to stockholders:
From net investment income:		[_.__]		(0.4826	)		(0.5156	)		(0.5085	)		(0.4975	)

Change in net asset value		[_.__]		(1.27	)		(0.05	)		(0.01	)		(0.40	)

Net asset value, end of year	$	[_.__]	$	8.86		$	10.13		$	10.18		$	10.19

Total return		[_.__%]		(8.11	%)		4.69	%		5.04	%		0.92	%

Ratios/Supplemental Data:
Net assets, end of year (in 000’s)	$	[_____]	$	59,835		$	131,070		$	164,088		$	166,048
Ratio of expenses to average net assets		[_.__%]		0.52	%		0.49	%		0.48	%		0.48	%
Ratio of net investment income to average net assets		[_.__%]		4.96	%		5.20	%		4.98	%		4.66	%
Portfolio turnover rate		[__%]		28	%		39	%		105	%		71	%

Shareholder Reference Information

Distributor

Shay Financial Services, Inc.
230 West Monroe Street
Suite 2810
Chicago, Illinois 60606

Adviser

Shay Assets Management, Inc.
230 West Monroe Street
Suite 2810
Chicago, Illinois 60606

Administrator and Transfer
and Dividend Agent

The Northern Trust Company
50 South LaSalle Street
Chicago, Illinois 60603

Legal Counsel

Vedder Price P.C.
222 N. LaSalle Street
Chicago, Illinois 60601

Custodian

The Northern Trust Company
50 South LaSalle Street
Chicago, Illinois 60603

Independent Registered Public Accounting Firm

PricewaterhouseCoopers LLP
41 South High Street
Columbus, Ohio 43215

Trustees and Officers

Rodger D. Shay
Trustee and Chairman

Gerald J. Levy
Trustee and Vice Chairman

David F. Holland
Trustee

William A. McKenna, Jr.
Trustee

Christopher M. Owen
Trustee

Maria F. Ramirez
Trustee

Rodger D. Shay, Jr.
Trustee and President

Robert T. Podraza
Vice President and Assistant Treasurer

Trent M. Statczar
Treasurer

Daniel K. Ellenwood
Secretary

Rodney L. Ruehle
Chief Compliance Officer

Christine A. Cwik
Assistant Secretary

Robin M. Baxter
Assistant Secretary

Additional information about the Funds may be found in the Statement of Additional Information. The Statement of Additional Information contains more detailed information on the Funds’ investments and operations. The semiannual and annual shareholder reports contain a discussion of the market conditions and the investment strategies that significantly affected the performance of the Funds, except the Money Market Fund, during the last fiscal year, as well as a listing of the Funds’ portfolio holdings and financial statements. These documents may be obtained without charge from the following sources:


By Phone: 1-800-527-3713		In Person: Public Reference Room Securities and Exchange Commission Washington, D.C. (Call 1-202-551-8090 for more information)

By Mail: Shay Financial Services, Inc. Attn: Asset Management Fund 230 West Monroe Street Suite 2810 Chicago, IL 60606		By Internet: http://www.amffunds.com http://www.sec.gov (EDGAR Database)

Public Reference Section Securities and Exchange Commission Washington, D.C. 20549-0102 (a duplication fee is charged)		By E-mail: publicinfo@sec.gov (a duplication fee is charged)

To request other information about the Funds or to make shareholder inquiries, call 1-800-527-3713.

The Statement of Additional Information is incorporated by reference into this Prospectus (is legally a part of this Prospectus).



Investment Company Act file number:	Asset Management Fund	811-03541

[March 1, 2009]

Prospectus

Asset Management Fund

Mutual Funds

Large Cap Equity Fund

Class AMF Shares
Class H Shares

The Asset Management Fund is regulated by the Investment Company Act of 1940, as amended.

The Securities and Exchange Commission has not approved or disapproved these
securities or passed on the accuracy or adequacy of this Prospectus. It is a
federal offense to suggest otherwise.

TABLE OF CONTENTS


	Page
LARGE CAP EQUITY FUND		1
Investment Objectives		1
Fees and Expenses		1
Portfolio Turnover		2
Principal Investment Strategies		2
Principal Risks		3
Fund Performance History		3
Summary		3
Average Annual Total Returns		4
Management		4
Purchase and Sale of Fund Shares		4
Tax Information		5
Payments to Broker-Dealers and Other Financial Intermediaries		5

INVESTMENT INFORMATION		5
Additional Information Regarding Investment Strategies		5

TRUST AND FUND INFORMATION		6
Investment Adviser		6

NET ASSET VALUE		7

INVESTING IN THE FUND		7
Share Purchases		7
Purchasing Shares through a Shareholder Servicing Agent		8
Anti-Money Laundering Program		8
What Shares Cost		9
Dividends		9
Frequent Purchases and Redemptions of Fund Shares		9
Capital Gains		10

REDEEMING SHARES		10
Telephone Redemption		10
Written Requests		10
Redemption in Kind		11

EXCHANGES		11

SHAREHOLDER INFORMATION		11
Voting Rights		11
Disclosure of Information Regarding Portfolio Holdings		12
Federal Income Tax Information		12

FINANCIAL HIGHLIGHTS		13

LARGE CAP EQUITY FUND

Investment Objectives

The Fund’s primary investment objective is to achieve capital appreciation. The objective of income is secondary.

Fees and Expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

Shareholder fees . The Fund does not impose shareholder fees. These are the fees charged directly to an investor’s account. Examples of shareholder fees include sales loads, redemption fees or exchange fees.


	Class			Class
	AMF			H
Shareholder Fees	None			None
Annual Fund Operating Expenses (as a percentage of average net assets)
Advisory Fee		[0.65%]			[0.65%]
12b-1 Fees		[0.25%]	*		[0.00%]
Other Expenses		[0.16%]			[0.16%]	***

Acquiring Fund (Underlying Fund) Expenses		[0.01%]	**		[0.01%]	**


Total Fund Operating Expenses		[1.07%]	***		[0.82%]	***


*		[This table and the following example have been prepared to illustrate Annual Fund Operating Expenses, assuming no fee waivers. The Distributor is voluntarily waiving [0.10%] of its fees for Class AMF Shares so that the “12b-1 Fees” would be [0.15%]. With such waiver, the “Total Fund Operating Expenses” would be[ 0.97%] for Class AMF Shares. The Distributor expects to continue this wavier through [December 31, 2010] but is not contractually obligated to continue the waiver for any specified period.]



**		Includes indirect expenses of investment company securities.



***		[Reorganization expenses paid for by the Fund are not included in the above table. If such expenses were included, total and net operating expenses are estimated to be [0.97%] and [0.90%] for Class H Shares, respectively, and total operating expenses are estimated to be [1.19%] for Class AMF Shares. For a period of one year following the commencement of operations of Class H Shares, the Adviser has contractually agreed to cap ordinary operating expenses of Class AMF Shares and Class H Shares to 1.30% and 0.90%, respectively.]

Example

This example is intended to help you compare the cost of investing in shares of the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in shares of the Fund for the time periods indicated, reinvest all dividends and distributions, and then redeem all of your

shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

1 year

3 years

5 years

10 years

Class AMF

—

Class H

—

Portfolio Turnover

Principal Investment Strategies

The Fund invests primarily in equity securities of U.S.-based companies whose growth, cash flow, earnings and dividend prospects are promising and whose securities are reasonably priced and have the potential for capital appreciation in the opinion of the Adviser. Specifically, the Adviser looks for companies with strong balance sheets and sustainable earnings growth. In evaluating the prospects for a company’s growth and earnings, the Adviser considers, among other things, the company’s historical performance and growth strategy, the growth rate of the industries in which it operates and the markets into which it sells, the nature of its competitive environment, technological developments and trends in market share. In attempting to determine reasonable price levels for a company’s securities, the Adviser utilizes a variety of measurement methods, including discounted cash flow analysis of expected earnings streams and an evaluation of the company’s price-to-earnings ratio.

The equity securities in which the Fund invests consist primarily of dividend-paying common stocks of large-capitalization companies. The Fund considers large capitalization companies to be those with market capitalizations in excess of $8 billion. The Fund may invest up to 20% of its assets in equity securities of smaller companies. The equity securities in which the Fund may invest also include common stocks that do not pay dividends, preferred stocks and corporate debt securities convertible into common stock.

Under normal market conditions, it is the Fund’s policy to invest at least 80% of its net assets (measured at the time of such investment) in the equity securities of large-capitalization companies and, to the extent reasonably practicable, at least 80% of its assets in common stock. However, if the Adviser deems it beneficial for defensive purposes during adverse market, economic or other conditions, the Fund may invest up to 100% of its assets temporarily in non-equity securities, such as investment grade corporate bonds, commercial paper and U.S. Government Securities. In taking this action, the Fund would reduce its exposure to fluctuations and risks in the market for equity securities and would increase its exposure to fluctuations and risks of the market for debt securities. These defensive actions would reduce the benefit from any upswing in the equity markets and, if the Adviser does not correctly anticipate fluctuations in the equity and debt securities markets, may not contribute to the achievement of the Fund’s investment objectives.

Principal Risks

It is possible to lose money by investing in the Fund. Among the principal risks of investing in the Fund, which could adversely affect its net asset value, yield and total return are:

Fund Performance History

The bar chart shows how the performance of Class AMF shares of the Fund has varied over time. The bar chart depicts the change in performance of Class AMF shares of the Fund from year-to-year during the periods indicated. On February 20, 2009, the John Hancock Large Cap Select Fund was reorganized into the Large Cap Equity Fund. Class H shares commenced operations as of the date of the reorganization. Class AMF shares and Class H shares are invested in the same portfolio of securities, so the annual returns would differ only to the extent that the returns of the Class AMF shares would be lower than the returns of the Class H shares, due to differing expenses between the share classes.

On January 8, 2007, Asset Management Fund Large Cap Equity Institutional Fund, Inc. (the “Predecessor Fund”) was reorganized into the Large Cap Equity Fund. The Fund had no operations prior to the reorganization. The Predecessor Fund was a diversified open-end management investment company incorporated under the laws of the State of New York. Financial and performance information included in this Prospectus for the period prior to January 8, 2007, is that of the Predecessor Fund.

Summary

The Class AMF shares of the Fund and the Predecessor Fund’s past performance (before and after taxes) does not necessarily indicate how the Fund will perform in the future. The chart and table assume reinvestment of dividends and distributions.

Annual Returns for the Years Ended December 31

[Year-by-Year Total Returns (as of December 31 of each year) ^* Chart to be inserted.]

During the period shown in the bar chart, the highest return for a quarter was [11.96%] (quarter ended [12/31/01]) and the lowest return for a quarter was [-18.59%] (quarter ended [12/31/08]).

Average Annual Total Returns.*

The following table compares the Fund’s average annual total returns of Class AMF shares of the Fund for the periods ended [December 31, 2009], to a broad-based securities market index (which unlike the Fund has no fees or expenses).

1 Year

5 Years

10 Years

Large Cap Equity Fund, Class AMF (before taxes)

[__.__%]

Large Cap Equity Fund, Class AMF (after taxes on distributions)**

[__.__%]

Large Cap Equity Fund, Class AMF (after taxes on distributions and redemptions)**

[__.__%]

Large Cap Equity Fund, Class H (before taxes)

[__.__%]

Large Cap Equity Fund, Class H (after taxes on distributions)**

[__.__%]

Large Cap Equity Fund, Class H (after taxes on distributions and redemptions)**

[__.__%]

S&P 500 Index***

[__.__%]


*		The performance shown above in the bar chart and accompanying table is based on the performance of Class AMF shares of the Fund since its inception on January 8, 2007 and the Predecessor Fund for periods before January 8, 2007. Class H shares commenced operations on February 20, 2009.

**		After-tax returns are calculated using the applicable highest marginal individual federal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.

***		The S&P 500 Index is the Standard & Poor’s Composite Index of 500 Stocks, which is a commonly recognized unmanaged price index of 500 widely held common stocks. The Index reflects no deduction for fees, expenses or taxes.

Management

Shay Assets Management, Inc. serves as investment adviser to the Fund.

The portfolio managers responsible for the day-to-day management of the Fund’s investments are John J. McCabe and Mark F. Trautman. Mr. McCabe has served on the Fund’s portfolio management team since 1991. Mr. Trautman has served on the Fund’s portfolio management team since 1993.

Purchase and Sale of Fund Shares

You may purchase, exchange or redeem shares of the Fund on any day on which the New York Stock Exchange is open for business (“Business Day”).

Shares of the Fund may be purchased through a financial intermediary or by completing an application which can be acquired at www.amffunds.com . After a complete application form has been received and processed, orders to purchase shares of the Fund may be made by telephoning the Fund’s Transfer Agent, The Northern Trust Company, at (800) 247-9780.

Shareholders may exchange or redeem their shares by telephoning the Transfer Agent on any Business Day by calling (800) 247-9780. Shares may also be exchanged or redeemed by sending a written request to the AMF Funds, P.O. Box 803046, Chicago, Illinois 60680-4594.

The minimum initial investment is $10,000 in Class AMF Shares and $50 million in Class H Shares; provided, however, that the Asset Management Fund (the “Trust”) and its designated agents reserve the right to accept a lesser initial investment in their sole and absolute discretion. There is no minimum investment balance required. Subsequent purchases may be made in any amount.

Tax Information

Payments to Broker-Dealers and Other Financial Intermediaries

INVESTMENT INFORMATION

Additional Information Regarding Investment Strategies

Securities Selection

The Adviser selects equity securities whose growth, cash flow, earnings and dividend prospects are promising and whose securities are reasonably priced and have the potential for capital appreciation in the opinion of the Adviser. The Adviser looks for companies with strong balance sheets and sustainable earnings growth. In evaluating the prospects for a company’s growth and earnings, the Adviser considers, among other things, the company’s historical performance and growth strategy, the growth rate of the industries in which it operates and the markets into which it sells, the nature of its competitive environment, technological developments and trends in market share. In attempting to determine reasonable price levels for a company’s securities, the Adviser utilizes a variety of measurement methods, including discounted cash flow analysis of expected earnings streams and an evaluation of the company’s price-to-earnings ratio.

There is no guarantee that the Adviser’s security selection techniques will achieve the Fund’s investment objectives.

Temporary Defensive Strategies

For temporary or defensive purposes, the Fund may invest up to 100% of its assets temporarily in non-equity securities, such as investment grade corporate bonds, commercial paper and U.S. Government Securities. In taking this action, the Fund would reduce its exposure to fluctuations and risks in the market for equity securities and would increase its exposure to fluctuations and risks of the market for debt securities. These defensive actions would reduce the benefit from any upswing in the equity markets and, if the Adviser does not correctly anticipate fluctuations in the equity and debt securities markets, may not contribute to the achievement of the Fund’s investment objectives.

[This Space Intentionally Left Blank.]

TRUST AND FUND INFORMATION

Investment Adviser

Investment decisions for the Fund are made by Shay Assets Management, Inc. (“Adviser”), a wholly-owned subsidiary of Shay Investment Services, Inc., a closely-held corporation majority-owned by Rodger D. Shay and Rodger D. Shay, Jr. The Adviser, which is located at 230 West Monroe Street, Suite 2810, Chicago, Illinois 60606, is registered under the Investment Advisers Act of 1940, as amended, and managed, as of [December 31, 2009], approximately [$_._ billion] in assets. The Adviser is responsible for placing purchase and sale orders for portfolio instruments.

Advisory Fee Expenses

The Fund pays an annual advisory fee based upon a percentage of average daily net assets. For the fiscal year ended [October 31, 2009], the annual advisory fee paid by the Fund was [_.___%] of average daily net assets.

A discussion regarding the basis for the Board of Trustees renewing the Fund’s investment advisory agreement will be contained in the Trust’s most recent shareholder report for the semi-annual period ended April 30.

Portfolio Managers

The portfolio managers of the Adviser manage the Fund’s investments as a team. The portfolio managers responsible for the day-to-day management of the Fund’s investments are John J. McCabe and Mark F. Trautman.

Mr. McCabe, Senior Vice President and Chief Investment Strategist (Equity) of the Adviser, provides macro-economic advice in connection with the management of the Fund. Mr. McCabe has been a part of the portfolio management team for the Fund since 1991. He joined the Adviser in May 1995, and prior thereto he served as Senior Vice President and Chief Investment Officer of Nationar, the Fund’s former Adviser. Mr. McCabe is a director and past President of the New York Society of Security Analysts, a past director of the Financial Analysts Federation and a member and founding Governor of the Association for Investment Management and Research. Mr. McCabe also served as a portfolio manager of John Hancock Large Cap Select Fund and its predecessor, M.S.B. Fund, Inc., from 1993 to 2009.

Mr. Trautman, Vice President of the Adviser, is primarily responsible for the day-to-day management of the Fund’s portfolio investments. Mr. Trautman has been responsible for the management of the portfolio since 1993. He joined the Adviser in May 1995, and prior thereto he served as Director of Mutual Fund Investments for the Fund’s former Adviser, Nationar. Mr. Trautman also served as a portfolio manager of John Hancock Large Cap Select Fund and its predecessor, M.S.B. Fund, Inc. from 1993 to 2009.

Additional information regarding the portfolio managers’ compensation, other accounts managed by the portfolio managers and the portfolio managers’ ownership of securities in the Fund is available in the Statement of Additional Information (see “Investment Adviser-Portfolio Managers” in the Statement of Additional Information).

NET ASSET VALUE

The Fund’s net asset value per share fluctuates daily. It is determined by dividing the value of all securities and all other assets, less liabilities, by the number of shares outstanding. The Fund uses market prices in valuing portfolio securities, but may use fair value estimates if reliable market prices are unavailable. Due to the subjective and variable nature of fair value pricing, it is possible that the fair value determined for a particular security may be materially different from the value realized upon such security’s sale.

INVESTING IN THE FUND

Share Purchases

Shares of the Fund may be purchased through a financial intermediary or by completing an application which can be acquired at www.amffunds.com. After a complete application form has been received and processed, orders to purchase shares of the Fund may be made by telephoning The Northern Trust Company at (800) 247-9780.

Purchase orders are accepted on each Business Day and become effective upon receipt and acceptance by the Trust. As used in this Prospectus, the term “Business Day” means any day on which The New York Stock Exchange is open. Payment may be in the form of federal funds or checks. Wire transfer instructions for federal funds should be as follows: Northern Trust Bank, Chicago, IL, ABA# 071000152, Ref: Account Number 5201680000. For purchase of Asset Management Fund, Large Cap Equity Fund – Class{ }; From: (Name of Investor); Reference (//1038(shareholder fund and shareholder account number)); $(Amount to be invested).

For investors seeking next day settlement, the purchase order must be received on a Business Day before 4:00 p.m., New York City time, and payment must be received by The Northern Trust Company by 4:00 p.m., New York City time, on the next Business Day after the purchase order was received. Payment must be received by The Northern Trust Company by 4:00 p.m., New York City time, on the Business Day designated for settlement or the order will be cancelled. Shareholders receive the net asset value next calculated on the day the order is received and accepted.

In certain circumstances, such as when the New York Stock Exchange closes early, the officers of the Trust may set an earlier cut-off time for orders eligible for next day settlement.

Orders accompanied by check, including your name and account number, should be sent to AMF Funds, P.O. Box 803046, Chicago, Illinois 60680-4594, and will receive the net asset value next computed after receipt of the order. If shares being redeemed were purchased by check, the Fund may delay the payment of the redemption proceeds until the check has cleared, which may take up to 15 days from the purchase date. The Fund does not accept third party checks, starter checks, money orders, cash, currency or monetary instruments in bearer form. The Fund reserves the right to reject or restrict any specific purchase or exchange request.

A purchase order is considered binding upon the investor. If payment is not timely received, the Trust may hold the investor responsible for any resulting losses or expenses the Trust incurs. In addition, the Trust and/or its designated agents may prohibit or restrict the investor from making future purchases of the Trust’s shares. The Trust’s designated agents reserve the right to reimburse the Trust in their sole and absolute discretion on behalf of an investor for losses or expenses incurred by the Trust as a result of the investor’s failure to make timely payment.

Any federal funds received in respect of a cancelled order will be returned upon instructions from the sender without any liability to the Trust and/or its designated agents. If it is not possible to return such federal funds the same day, the sender will not have the use of such funds until the next day on which it is possible to effect such return. The Trust and/or its designated agents reserve the right to reject any purchase order.

Purchasing Shares through a Shareholder Servicing Agent

Shares of the Fund may be available through certain financial institutions (each such institution is a “Shareholder Servicing Agent”). The Fund has authorized one or more Shareholder Servicing Agents to receive purchase, exchange or redemption orders on its behalf, and the Shareholder Servicing Agents are authorized to designate other agents to receive purchase, exchange or redemption orders on behalf of the Fund. A Shareholder Servicing Agent may impose transaction or administrative charges or other direct fees and may have different minimum transaction amounts. Therefore, you should contact the Shareholder Servicing Agent acting on your behalf concerning the fees (if any) charged in connection with a purchase, exchange or redemption of shares and you should read this Prospectus in light of the terms governing your accounts with the Shareholder Servicing Agent. A Shareholder Servicing Agent will be responsible for promptly transmitting client or customer purchase, exchange and redemption orders to the Fund in accordance with its agreements with the Fund or its designated agents and with clients and customers.

Certain Shareholder Servicing Agents, who have entered into agreements with the Fund, or if applicable its designated agents, may enter confirmed purchase orders on behalf of clients and customers for the Fund. If payment is not received in a timely manner, the Shareholder Servicing Agent could be held liable for resulting fees or losses. The Fund will be deemed to have received a purchase, exchange or redemption order when a Shareholder Servicing Agent, or if applicable its designated agent, receives a purchase, exchange or redemption order. An order received will be priced at the Fund’s net asset value next computed after it is received by the Shareholder Servicing Agent or its authorized designee.

For further information as how to direct a Shareholder Servicing Agent to purchase, exchange or redeem shares of the Fund on your behalf, you should contact your Shareholder Servicing Agent.

Anti-Money Laundering Program

investor’s delay in providing all required identifying information or from closing an account and redeeming an investor’s shares when an investor’s identity cannot be verified.

What Shares Cost

Shares of the Fund are sold at their net asset value next determined after the purchase order is received. There is no sales charge imposed by the Fund. The net asset value is determined each Business Day at the close of the regular trading session of the New York Stock Exchange (normally 4:00 p.m., Eastern Time).

Dividends

Dividends of net investment income (generally income from dividends and interest, less expenses) are declared quarterly and paid quarterly. Such dividends are declared immediately prior to 4:00 p.m., New York City time, and are automatically reinvested in additional shares of the Fund unless the shareholder requests cash payments by contacting the Transfer Agent. An investor will receive the dividend declared on both the day its purchase order is settled and the day its redemption order is effected, including any next succeeding non-Business Day or Days, since proceeds are wired the next business day.

Frequent Purchases and Redemptions of Fund Shares

Frequent purchases and redemptions of the Fund’s shares may present risks to other shareholders of the Fund. These risks include disruption of portfolio investment strategies, with potential resulting harm to performance, and increased trading costs or Fund expenses. The Fund discourages and has established policies and procedures designed to detect and deter frequent trading that may be harmful to shareholders for other than legitimate liquidity needs. Under the Fund’s policies and procedures approved by the Board of Trustees, (i) trading activity in shareholder accounts, except accounts held in the name of a financial intermediary, that meet thresholds set by the Adviser based on the frequency and size of transactions in the account during a specified time period may be reviewed to assess whether the frequent trading in the account may be harmful to other shareholders and is pursued for the purpose of attempting to profit from anticipated short-term market moves up or down (“market timing”); (ii) the Adviser on behalf of the Fund reserves the right to reject or restrict any purchase order or exchange, including any frequent trading believed to constitute market timing; and (iii) the Fund, Adviser and Distributor are prohibited from entering into any agreement that would permit or facilitate market timing in the Fund. The Fund’s policies and procedures direct the Adviser to establish specific procedures to detect and deter market timing in order to implement the Fund’s frequent trading policies and procedures. Although these efforts are designed to deter frequent purchases and redemptions of Fund shares pursued for purposes of market timing, there is no assurance that these policies and procedures will be effective. These policies and procedures may be modified or terminated at any time without notice to shareholders.

Shares of the Fund may be held in the name of a financial intermediary. These accounts may be comprised of multiple investors whose purchases and redemptions are aggregated and netted before being submitted to the Fund. With respect to accounts held through intermediaries, such intermediaries generally are contractually obligated to provide the Fund with certain shareholder trading information. However, the Fund cannot directly control activity through all channels and are dependent on intermediaries to enforce the Fund’s policies and procedures. In certain cases, intermediaries may be unable to implement these policies or may not be able to implement policies and procedures in the same

manner as the Fund due to system or other constraints or issues. Shareholders who invest through omnibus accounts may be subject to policies and procedures that differ from those applied by the Fund to direct shareholders.

Capital Gains

Net capital gains, if any, of the Fund are generally declared and paid once each year and reinvested in additional shares of the Fund or, at the shareholder’s option, paid in cash.

REDEEMING SHARES

The Fund redeems shares at the net asset value next determined after the Transfer Agent receives the redemption request. Redemptions may be made on Business Days. Redemption requests must be received in proper form and can be made by telephone or in writing.

Telephone Redemption

Shareholders may redeem their shares by telephoning the Transfer Agent on a Business Day. Call (800) 247-9780. Shareholders may experience difficulties contacting the Transfer Agent during drastic economic events, political uncertainty or national tragedies. At such times, shareholders may also call (800) 527-3713. In addition, shareholders can submit written requests for redemption as described under “Written Requests.” Net asset value is determined each Business Day at the close of the regular trading session of the New York Stock Exchange (normally 4:00 p.m., New York City time).

Written Requests

Shares may also be redeemed by sending a written request to the AMF Funds, P.O. Box 803046, Chicago, Illinois 60680-4594.

Signatures

Signatures on written redemption requests must be guaranteed by one of the following:

	•		a Federal Home Loan Bank

	•		a savings association or a savings bank

	•		a trust company or a commercial bank

	•		a member firm of a domestic securities exchange or a registered securities association

	•		a credit union or other eligible guarantor institution

In certain instances, the Transfer Agent may request signature guarantees or additional documentation believed necessary to insure proper authorization. The additional documentation may include a copy of a current corporate resolution, articles of incorporation and other appropriate documentation indicating which officers, directors, trustees or persons are authorized to act for a legal entity. Shareholders with questions concerning documentation should call the Transfer Agent at (800) 247-9780.

Receiving Payment

Proceeds of written redemption requests are sent at the same time and in the same manner as for telephone redemptions, based on the time of the receipt in proper form.

Redemption in Kind

The Fund reserves the right to make a “redemption in kind”—payment in portfolio securities rather than cash—if the Board of Trustees determines that the orderly liquidation of securities owned by the Fund is impracticable, or payment in cash would be prejudicial to the best interests of the remaining shareholders of the Fund. Pursuant to an election made by the Trust pursuant to Rule 18f-1 under the Investment Company Act of 1940, it is the policy of the Fund to effect redemption requests in an amount up to $250,000 over a ninety-day period in cash. Redemptions in excess of this amount may be effected in-kind. Redemptions in kind are taxable for federal income tax purposes in the same manner as redemptions for cash.

EXCHANGES

Shareholders may exchange shares of the Fund for shares in another fund of the Trust by telephoning the Transfer Agent on a Business Day. Call (800) 247-9780. Exchanges may also be made by written request as previously described under “Written Requests.” The minimum amount for an exchange is the minimum initial investment of the fund whose shares are being acquired; provided, however, that the Trust and/or its designated agents reserve the right to accept exchanges below the minimum in their sole and absolute discretion. Exchanges will be effected at the relative net asset values next determined after receipt of an exchange request in proper form. Shareholders exchanging out of the Fund will receive dividends in the Fund through the date the exchange is effected and will begin receiving dividends in the other fund the next Business Day. An exchange between funds will generally result in a capital gain or loss, since for federal income tax purposes an exchange is treated as a sale of the shares of the Fund from which the exchange is made and a purchase of the shares of the fund into which the exchange is made.

The availability of the exchange privilege is subject to the purchase and redemption policies and current operating practices of each fund. For example, a shareholder may not exchange into a fund that is closed to purchases and a shareholder may not exchange out of a fund that is currently satisfying redemptions under the redemptions in kind provisions.

The Trust reserves the right to amend or terminate this privilege with notice to shareholders.

SHAREHOLDER INFORMATION

Voting Rights

The Trust currently offers seven funds: the Money Market Fund, the Ultra Short Mortgage Fund, the Ultra Short Fund, the Short U.S. Government Fund, the Intermediate Mortgage Fund, the U.S. Government Mortgage Fund and the Large Cap Equity Fund. The shares of the other funds are offered in separate prospectuses. Shares of each fund represent interests only in the corresponding fund and have equal voting rights within each fund. The Large Cap Equity Fund is the only fund of the Trust that has two classes of shares: Class AMF shares and Class H shares. Shares of each class of the Large Cap Equity Fund have equal voting rights within each class and within the Fund. The Trust’s First Amended and Restated Declaration of Trust provides that on any matter submitted to a vote of shareholders, all shares, irrespective of fund or class, shall be voted in the aggregate and not by fund or class, except that (i) as to any matter with respect to which a separate vote of any fund or class is permitted or required by

the Investment Company Act of 1940, as amended, or the document establishing and designating that fund or class, such requirements as to a separate vote by that fund or class shall apply in lieu of the aggregate voting as described above, and (ii) as to any matter which does not affect the interest of a particular fund or class, only shareholders of the affected fund or class shall be entitled to vote thereon. The Bylaws of the Trust require that a special meeting of shareholders be held upon the written request of shareholders holding not less than 10% of the issued and outstanding shares of the Trust (or the fund or classes thereof).

Disclosure of Information Regarding Portfolio Holdings

A description of the Trust’s policy with respect to disclosure of information regarding the portfolio holdings of the Fund is available in the Statement of Additional Information (see “Disclosure of Information Regarding Portfolio Holdings” in the Statement of Additional Information).

Federal Income Tax Information

The Fund intends to remain qualified as a regulated investment company under the Internal Revenue Code of 1986, as amended (the “Code”), for its future taxable years so long as such qualification is in the best interests of shareholders. If the Fund so qualifies, it will not pay federal income tax on the income and capital gains that it distributes to its shareholders.

The Fund intends to distribute all its net investment income and net capital gains, if any, to its shareholders. Unless otherwise exempt, shareholders are required to pay federal income tax on any taxable dividends and distributions received. This applies whether dividends or distributions are received in cash or as additional shares.

Distributions of net investment income, other than “qualified dividend income,” are taxable for federal income tax purposes at ordinary income tax rates. For taxable years beginning before January 1, 2011, distributions designated as qualified dividend income are generally taxed to non-corporate investors at federal income tax rates applicable to long-term capital gains, provided certain holding period and other requirements contained in the Code are satisfied. Distributions of net capital gain (i.e., the excess of net long-term capital gain over net short-term capital loss) are taxable for federal income tax purposes as long-term capital gain regardless of how long the shareholder has held Fund shares. Long-term capital gain is currently taxable to non-corporate shareholders at a maximum federal income tax rate of 15%. Distributions of net short-term capital gain (i.e., net short-term capital gain less any net long-term capital loss) are taxable as ordinary income regardless of how long the shareholder has held Fund shares. Dividends paid by the Fund may qualify in part for the “dividends received deduction” available to corporate shareholders, provided certain holding period and other requirements are satisfied.

Any gain on a redemption or exchange of Fund shares is generally subject to federal income taxation unless the shareholder is exempt from such taxation.

The Fund may be required to withhold, for U.S. federal income tax purposes, a portion of all distributions and redemption proceeds payable to shareholders who fail to provide the Fund with their correct taxpayer identification number or who fail to make required certifications or if the Fund or the shareholder has been notified by the Internal Revenue Service that the shareholder is subject to backup withholding. Backup withholding is not an additional tax. Any amounts withheld may be credited

against the shareholder’s U.S. federal income tax liability provided the appropriate information is furnished to the Internal Revenue Service.

Dividends and distributions may be subject to state and local taxes.

Prospective shareholders of the Fund should consult with their own tax advisers concerning the effect of owning shares of the Fund in light of their particular tax situation.

FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand the financial performance of the Large Cap Equity Fund’s Class AMF shares for the past five years. Information in the table below reflects financial results for a single AMF Class share outstanding throughout each year. The total return in the table represents the rate that an investor would have earned on an investment in the Fund (assuming reinvestment of all dividends and distributions). The information for the Class AMF shares of the Fund for the year ended October 31, 2008 and for the ten-month period ended October 31, 2007 have been audited by PricewaterhouseCoopers LLP, whose report, along with the Fund’s financial statements, is included in the Annual Report, which is available upon request. The information for the Class AMF Shares of the Fund for periods prior to the ten-month period ended October 31, 2007 has been derived from the Predecessor Fund’s financial statements and was audited by the Predecessor Fund’s independent registered public accounting firm.


						Ten Months
			Year Ended			Ended
			October 31,			October 31,			Year Ended December 31,
	2009		2008			2007*			2006			2005			2004
Net asset value, beginning of year	$	[_.__]	$	10.47		$	10.01		$	9.77		$	10.56		$	10.61


Income from investment operations:
Net investment income		[_.__]		0.09			0.05			0.01			0.01			0.05
Net realized and unrealized gains (losses) from investments		[_.__]		(2.57	)		0.46			1.35			(0.29	)		0.50

Total from investment operations		[_.__]		(2.48	)		0.51			1.36			(0.28	)		0.55


Less distributions:
Dividends paid to stockholders:
From net investment income:		[_.__]		(0.12	)		(0.05	)		(0.02	)		(0.01	)		(0.05	)
From net realized gains on investments		[_.__]		(0.98	)		—			(1.10	)		(0.50	)		(0.55	)
Tax return of capital		[_.__]		—			—			—	^(a)		—			—

Total distributions		[_.__]		(1.10	)		(0.05	)		(1.12	)		(0.51	)		(0.60	)

Change in net asset value		[_.__]		(3.58	)		0.46			0.24			(0.79	)		(0.05	)

Net asset value, end of year	$	[_.__]	$	6.89		$	10.47		$	10.01		$	9.77		$	10.56


Total return		[__.__%]		(26.23	%)		5.11	% ^(b)		13.83	%		(2.70	%)		5.16	%

Ratios/Supplemental Data:
Net assets, end of year (in 000’s)	$	[_____]	$	39,428		$	57,461		$	66,161		$	83,632		$	91,059
Ratio of expenses to average net assets		[_.__%]		0.97	%		1.18	% ^(c)		1.68	%		1.44	%		1.20	%
Ratio of net investment income to average net assets		[_.__%]		1.08	%		0.60	% ^(c)		0.09	%		0.11	%		0.46	%
Ratio of net expenses to average net assets**		[_.__%]		1.07	%		1.27	% ^(c)		—			—			—
Portfolio turnover rate		[_.__%]		14	%		13	%		10	%		23	%		14	%


*		In connection with the reorganization of the AMF Large Cap Equity Institutional Fund, Inc. (the Predecessor Fund) into the Large Cap Equity Fund on January 8, 2007, the Net Asset Value (NAV) of the Predecessor Fund changed to $10.00 per share. Shareholders received the number of shares of Large Cap Equity Fund equal in value to the number of shares held in the Predecessor Fund. The amounts presented prior to this date have been restated to reflect the change in NAV during the reorganization.

**		During the period, certain fees were voluntarily reduced. If such voluntarily fee reductions had not occurred, the ratios would have been as indicated.

(a)		Distributions per share were less than $0.005.

(b)		Not annualized.


(c)		Annualized

The financial highlights table is intended to help you understand the financial performance of the Large Cap Equity Fund’s Class H shares since its inception. Information in the table below reflects financial results for a single H Class share outstanding throughout each year. The total return in the table represents the rate that an investor would have earned on an investment in the Fund (assuming reinvestment of all dividends and distributions). The information for the Class H shares of the Fund for the eight-month period ended [October 31, 2009] have been audited by PricewaterhouseCoopers LLP, whose report, along with the Fund’s financial statements, is included in the Annual Report, which is available upon request.


	Eight Months
	Ended
	October 31,
	2008*
Net asset value, beginning of year	$	[__.__]


Income from investment operations:
Net investment income		[_.__]
Net realized and unrealized gains (losses) from investments		[_.__]

Total from investment operations		[_.__]


Less distributions:
Dividends paid to stockholders:
From net investment income:		[_.__]
From net realized gains on investments		[_.__]
Tax return of capital		[_.__]

Total distributions		[_.__]

Change in net asset value		[_.__]

Net asset value, end of year	$	[__.__]


Total return		[_.__%]	^b)

Ratios/Supplemental Data:
Net assets, end of year (in 000’s)	$	[______]
Ratio of expenses to average net assets		[_.__%]	^c)
Ratio of net investment income to average net assets		[_.__%]	^c)
Ratio of net expenses to average net assets**		[_.__%]	^c)
Portfolio turnover rate		[___]

[This Space Intentionally Left Blank.]

Shareholder Reference Information

Distributor

Shay Financial Services, Inc.
230 West Monroe Street
Suite 2810
Chicago, Illinois 60606

Adviser

Shay Assets Management, Inc.
230 West Monroe Street
Suite 2810
Chicago, Illinois 60606

Administrator and Transfer and Dividend
Agent

The Northern Trust Company
50 South LaSalle Street
Chicago, Illinois 60603

Legal Counsel

Vedder Price P.C.
222 N. LaSalle Street
Chicago, Illinois 60601

Custodian

The Northern Trust Company
50 South LaSalle Street
Chicago, Illinois 60603

Independent Registered Public Accounting Firm

PricewaterhouseCoopers LLP
41 South High Street
Columbus, Ohio 43215

Trustees and Officers

Rodger D. Shay
Trustee and Chairman

Gerald J. Levy
Trustee and Vice Chairman

David F. Holland
Trustee

William A. McKenna, Jr.
Trustee

Christopher M. Owen
Trustee

Maria F. Ramirez
Trustee

Rodger D. Shay, Jr.
Trustee and President

Robert T. Podraza
Vice President and Assistant Treasurer

Trent M. Statczar
Treasurer

Daniel K. Ellenwood
Secretary

Rodney L. Ruehle
Chief Compliance Officer

Robin M. Baxter
Assistant Secretary

Christine A. Cwik
Assistant Secretary

Additional information about the Fund may be found in the Statement of Additional Information. The Statement of Additional Information contains more detailed information on the Fund’s investments and operations. The semi-annual and annual shareholder reports will contain a discussion of the market conditions and the investment strategies that significantly affected the performance of the Fund, during the last fiscal year, as well as a listing of the Fund’s portfolio holdings and financial statements. These documents, when available, may be obtained without charge from the following sources:


By Phone:		In Person:
1-800-247-9780		Public Reference Room
		Securities and Exchange Commission
		Washington, D.C.
		(Call 1-202-551-8090 for more information)

By Mail:		By Internet:
Asset Management Fund		http://www.amffunds.com
P.O. Box 803046		http://www.sec.gov (EDGAR Database)
Chicago, Illinois 60680-5584

Public Reference Section		By E mail:
Securities and Exchange Commission		publicinfo@sec.gov
Washington, D.C. 20549-0102		(a duplication fee is charged)
(a duplication fee is charged)

To request other information about the Fund or to make shareholder inquiries, call 1-800-247-9780.

The Statement of Additional Information is incorporated by reference into this Prospectus (is legally a part of this Prospectus).


Investment Company Act file number:		Asset Management Fund		811-03541

ASSET MANAGEMENT FUND
STATEMENT OF ADDITIONAL INFORMATION

[MARCH 1, 2010]

Money Market Fund
Ultra Short Mortgage Fund
Ultra Short Fund
Short U.S. Government Fund
Intermediate Mortgage Fund
U.S. Government Mortgage Fund
Large Cap Equity Fund

230 WEST MONROE STREET, SUITE 2810, CHICAGO, ILLINOIS 60606

The Money Market Fund, the Ultra Short Mortgage Fund, the Ultra Short Fund, the Short U.S. Government Fund, the Intermediate Mortgage Fund, the U.S. Government Mortgage Fund and the Large Cap Equity Fund (each, a “Fund” and collectively, the “Funds”) are each a portfolio of Asset Management Fund (the “Trust”), a professionally managed, diversified, open-end investment company. Each Fund is represented by a series of shares separate from those of the Trust’s other series.

This Statement of Additional Information (“SAI”) is not a prospectus. It should be read in conjunction with the Prospectuses for the Funds, dated [March 1, 2010] (the “Prospectuses”), copies of which may be obtained from the Trust at 230 W. Monroe Street, Suite 2810, Chicago, Illinois 60606.

The financial statements, notes and report of the independent registered public accounting firm pertaining to each Fund, which appear in the Trust’s [2009] Annual Report to Shareholders, are incorporated herein by reference. The Trust’s [2009] Annual Report is available, without charge, upon request by calling 1-800-527-3713.

TABLE OF CONTENTS


	Page
Trust History		1
The Funds’ Objectives and Investment Policies		1
Investment Restrictions		15
Purchase and Redemption of Shares		22
Management of the Trust		22
Investment Adviser		32
Distributor		37
Fund Services		40
Custodian		41
Determination of Net Asset Value		42
Certain Federal Income Tax Matters		43
Fund Transactions		47
Disclosure of Information Regarding Portfolio Holdings		48
Organization and Description of Shares		49
Counsel and Independent Registered Public Accounting Firm		49
General Information		50
Financial Statements		50
Appendix A		A-1

Capitalized terms not defined in this Statement of Additional Information and defined in the Prospectuses shall have the meanings defined in the Prospectuses. The term Mortgage Securities Funds refers to the Ultra Short Mortgage Fund (which prior to August 10, 2005 was called the Adjustable Rate Mortgage (ARM) Fund), the Intermediate Mortgage Fund and the U.S. Government Mortgage Fund.

TRUST HISTORY

The Trust is a Delaware statutory trust operating under a First Amended and Restated Declaration of Trust dated September 22, 2006. The Trust was formerly a Maryland corporation, which commenced operations on November 9, 1982. In September 1994, the Trust changed its name from Asset Management Fund for Financial Institutions, Inc. to Asset Management Fund, Inc. and on September 30, 1999, as part of the reorganization into a Delaware statutory trust, changed its name to Asset Management Fund. The Trust is an open-end, management investment company and each of the Funds are diversified.

THE FUNDS’ OBJECTIVES AND INVESTMENT POLICIES

Notwithstanding anything to the contrary in this Statement of Additional Information or the Prospectuses, each Fund, except the Ultra Short Fund and the Large Cap Equity Fund, limits its investments and investment techniques so as to qualify for investment without specific statutory limitation by national banks, federal savings associations and federal credit unions under current applicable federal laws and regulations. The Ultra Short Fund limits its investments and investment techniques so as to qualify for investment by national banks and federal savings associations subject to applicable regulatory limits under current applicable federal laws and regulations. Under the policies adopted by the Board of Trustees, permissible investments for the Funds include those described in the Prospectuses, together with the following, as long as principal and interest on such investments are not in default.

Repurchase Agreements . Each Fund may enter into repurchase agreements, under which it may acquire obligations of the U.S. Government or other obligations that are not subject to any investment limitation on the part of national banks subject to an obligation of the seller to repurchase and the Fund to resell the instrument at a fixed price and time, thereby determining the yield during the Fund’s holding period. If the seller defaults on its obligation to repurchase from the Fund the underlying instrument, which in effect constitutes collateral for the seller’s obligation, at the price and time fixed in the repurchase agreement, the Fund might incur a loss if the value of the collateral declines and might incur disposition costs in connection with liquidating the collateral. In addition, if bankruptcy proceedings are commenced with respect to the seller, realization upon the collateral by the Fund may be delayed or limited. Each Fund will limit its collateral to U.S. Government Securities or other securities that are not subject to any investment limitation on the part of national banks whose market value, including accrued interest, will be at least equal to 100% of the dollar amount invested by the Fund, and each Fund will make payment for such instruments only upon their physical delivery to, or evidence of their book entry transfer to the account of, the Trust’s custodian. No Fund will enter into any repurchase agreement maturing in more than 60 days.

FDIC Insured Institutions . Although a Fund’s investment in certificates of deposit and other time deposits in a Federal Deposit Insurance Corporation (“FDIC”) insured institution is insured to the

extent of $250,000 by the FDIC*, the Fund may invest more than $250,000 with a single institution, and any such excess and any interest on the investment would not be so insured. Deposits in foreign branches of FDIC insured banks are not insured by the FDIC. Securities issued by FDIC insured institutions are not insured by the FDIC.

The Money Market Fund will invest in deposits of an FDIC insured institution only if such institution or a security issued by such institution (i) has a short-term debt obligation rating in the highest category by at least two nationally recognized statistical rating organizations (“NRSROs”), or (ii) if rated by two NRSROs in the second-highest category for short-term debt obligations, may be purchased only in the amounts prescribed for “Second Tier Securities” by Rule 2a-7 under the Investment Company Act of 1940, as amended (the “1940 Act”), or (iii) if rated only by one NRSRO has a short-term debt obligation rating in the highest category by that NRSRO, or (iv) if no such ratings are available, is of comparable quality in the opinion of the Investment Adviser.

The Funds (except the Large Cap Equity Fund and the Money Market Fund) will invest in deposits of an FDIC insured institution only if such institution or a security issued by such institution (i) has a short-term debt obligation rating in the highest category by an NRSRO, or (ii) if no such ratings are available, is of comparable quality in the opinion of the Investment Adviser under the general supervision of the Board of Trustees. If a security is rated by two or more NRSROs, the lowest rating assigned to the security is used for purposes of determining whether the security meets these ratings criteria.

Illiquid Securities . Each Fund may invest up to 15% (except that the Money Market Fund is limited to 10%) of its net assets in illiquid securities. The term “illiquid securities” for this purpose means securities that cannot be disposed of within seven days in the ordinary course of business at approximately the amount at which the Fund has valued the securities. Illiquid securities are considered to include, among other things, written over-the-counter options, securities or other liquid assets being used as cover for such options, repurchase agreements with maturities in excess of seven days, fixed time deposits which are not subject to prepayment (other than overnight deposits), and other securities whose disposition is restricted under federal securities laws (other than securities issued pursuant to Rule 144A under the Securities Act of 1933 and certain commercial paper that the Investment Adviser has determined to be liquid under procedures approved by the Board of Trustees).

Illiquid securities may include privately placed securities, which are sold directly to a small number of investors, usually institutions. Unlike public offerings, such securities are not registered under the federal securities laws. Although certain of these securities may be readily sold, others may be illiquid, and their sale may involve substantial delays and additional costs.

Portfolio Turnover . The length of time a Fund has held a particular security is not generally a consideration in investment decisions. A change in the securities held by a Fund is known as “portfolio turnover.” A Fund may engage in frequent and active trading of portfolio securities to achieve its investment objective, particularly during periods of volatile market movements. High portfolio turnover (e.g., over 100%) may involve correspondingly greater expenses to a Fund, including dealer mark-ups and other transaction costs on the sale of securities and reinvestments in other securities. Such sales may also result in realization of taxable capital gains, including short-term capital gains (which are generally taxed at ordinary income tax rates for federal income tax purposes). The trading costs and tax effects associated with portfolio turnover may adversely affect a Fund’s performance. Prepayments of mortgage-backed securities will cause a Fund to have an increased portfolio turnover rate.


*		Pursuant to the Emergency Economic Stabilization Act of 2008, U.S. Congress increased applicable FDIC insurance limits from $100,000 to $250,000. The new increased limits are currently due to expire on December 31, 2013.

Temporary Defensive Strategies . For temporary or defensive purposes, each Fund, except the Money Market Fund and the Large Cap Equity Fund, may invest up to 100% of its assets in debt securities issued by the U.S. Government or its agencies, including taxable securities and short-term money market securities, when the Investment Adviser deems it prudent to do so. When a Fund engages in such strategies, it may not achieve its investment objective.

For temporary and defensive purposes, the Large Cap Equity Fund may invest up to 100% of its assets temporarily in non-equity securities, such as investment grade corporate bonds, commercial paper and U.S. Government Securities. In taking this action, the Large Cap Equity Fund would reduce its exposure to fluctuations and risks in the market for equity securities and would increase its exposure to fluctuations and risks of the market for debt securities. These defensive actions would reduce the benefit from any upswing in the equity markets and, if the Investment Adviser does not correctly anticipate fluctuations in the equity and debt securities markets, may not contribute to the achievement of the Large Cap Equity Fund’s investment objectives.

U.S. Government Securities . Each Fund may invest in obligations issued or guaranteed by the United States or certain agencies or instrumentalities thereof or a U.S. Government-sponsored corporation. These include obligations issued by the United States or by a Federal Home Loan Bank, the Federal National Mortgage Association (“FNMA”), the Federal Home Loan Mortgage Corporation (“FHLMC”), the Government National Mortgage Association (“GNMA”), the Student Loan Marketing Association and the Federal Farm Credit Banks. Since many of these U.S. Government securities are not backed by the “full faith and credit” of the United States, the Fund must look principally to the agency or instrumentality or corporation issuing or guaranteeing such obligation for ultimate repayment and may not be able to assert a claim against the United States itself in the event the agency or instrumentality or corporation does not meet its commitment.

When-Issued, Delayed-Delivery and To Be Announced Securities . Each Fund, except the Money Market Fund, may purchase when-issued, delayed-delivery and to be announced (“TBA”) securities. In when-issued transactions, securities are bought or sold during the period between the announcement of an offering and the issuance and payment date of the securities. When securities are purchased on a delayed-delivery basis, the price of the securities is fixed at the time the commitment to purchase is made, but settlement may take place at a future date. TBA mortgage securities are mortgage pools where the issuer has defined and agreed to, in advance, the terms for investors, but has not yet specified the mortgages that will act as collateral.

Securities purchased for payment and delivery at a future date are subject to market fluctuation, and no interest accrues to the Funds until delivery and payment take place. By the time of delivery, such securities may be valued at less than the purchase price. At the time a Fund makes the commitment to purchase such securities, it will record the transaction and thereafter reflect the value each day of such securities in determining its net asset value. When such securities are purchased, the Fund must set aside funds in a segregated account to pay for the purchase, and until acquisition, the Fund will not earn any interest in the security it purchased. On delivery dates for such transactions, the Fund will meet its obligations from maturities or sales of the securities that are segregated and/or from available cash. If a Fund sells such a security before the security has been delivered, the Investment Adviser will instruct the Trust’s custodian to segregate assets to cover the security to satisfy the Fund’s delivery obligations. Whenever a Fund is required to segregate assets, notations on the books of the Trust’s custodian or fund accounting agent are sufficient to constitute segregated assets.

Variable and Floating Rate Securities . Each Fund, except the Large Cap Equity Fund, may purchase securities that have variable or floating rates of interest (“Variable Rate Securities”). These securities pay interest at rates that are adjusted periodically according to a specified formula, usually with

reference to some interest rate index or market interest rate. The adjustment intervals may be regular, and range from daily up to annually, or may be event based, such as based on a change in the prime rate. The interest paid on Variable Rate Securities is a function primarily of the index or market rate upon which the interest rate adjustments are based. Similar to fixed rate debt instruments, variable and floating rate instruments are subject to changes in value based on changes in market interest rates, but because of the interest reset provision, the potential for capital appreciation or depreciation is generally less than for fixed rate obligations. Each Fund determines the maturity of Variable Rate Securities in accordance with Securities and Exchange Commission rules that allow the Fund to consider certain of such instruments as having maturities shorter than the maturity date on the face of the instrument.

The Ultra Short Fund may invest in floating rate debt instruments (“floaters”) and engage in credit spread trades. The floater’s coupon is a variable rate which is tied to another interest rate, such as a money-market index or Treasury bill rate. The interest rate on a floater resets periodically, typically every six months. While, because of the interest rate reset feature, floaters provide the Fund with a certain degree of protection against rises in interest rates, the Fund will participate in any declines in interest rates as well. A credit spread trade is an investment position relating to a difference in the prices or interest rates of two securities, where the value of the investment position is determined by movements in the difference between the prices or interest rates, as the case may be, of the respective securities.

Inflation-Indexed Bonds . Inflation-indexed bonds are fixed income securities whose principal value is periodically adjusted according to the rate of inflation. Two structures are common. The U.S. Treasury and some other issuers use a structure that accrues inflation into the principal value of the bond. Most other issuers pay out the Consumer Price Index (“CPI”) accruals as part of a semiannual coupon.

Inflation-indexed securities issued by the U.S. Treasury have maturities of five, ten or thirty years, although it is possible that securities with other maturities will be issued in the future. The U.S. Treasury securities pay interest on a semi-annual basis, equal to a fixed percentage of the inflation-adjusted principal amount. For example, if a Fund purchased an inflation-indexed bond with a par value of $1,000 and a 3% real rate of return coupon (payable 1.5% semi-annually), and inflation over the first six months was 1%, the mid-year par value of the bond would be $1,010 and the first semi-annual interest payment would be $15.15 ($1,010 times 1.5%). If inflation during the second half of the year resulted in the whole year’s inflation equaling 3%, the end-of-year par value of the bond would be $1,030 and the second semi-annual interest payment would be $15.45 ($1,030 times 1.5%).

If the periodic adjustment rate measuring inflation falls, the principal value of inflation-indexed bonds will be adjusted downward, and consequently the interest payable on these securities (calculated with respect to a smaller principal amount) will be reduced. Repayment of the original bond principal upon maturity (as adjusted for inflation) is guaranteed in the case of U.S. Treasury inflation-indexed bonds, even during a period of deflation. However, the current market value of the bonds is not guaranteed, and will fluctuate. If a guarantee of principal is not provided, the adjusted principal value of the bond repaid at maturity may be less than the original principal.

The value of inflation-indexed bonds is expected to change in response to changes in real interest rates. Real interest rates in turn are tied to the relationship between nominal interest rates and the rate of inflation. Therefore, if inflation were to rise at a faster rate than nominal interest rates, real interest rates might decline, leading to an increase in value of inflation-indexed bonds. In contrast, if nominal interest rates increased at a faster rate than inflation, real interest rates might rise, leading to a decrease in value of inflation-indexed bonds.

While these securities are expected to be protected from long-term inflationary trends, short-term increases in inflation may lead to a decline in value. If interest rates rise due to reasons other than

inflation (for example, due to changes in currency exchange rates), investors in these securities may not be protected to the extent that the increase is not reflected in the bond’s inflation measure.

The periodic adjustment of U.S. inflation-indexed bonds is tied to the Consumer Price Index for Urban Consumers (“CPI-U”), which is calculated monthly by the U.S. Bureau of Labor Statistics. The CPI-U is a measurement of changes in the cost of living, made up of components such as housing, food, transportation and energy. There can be no assurance that the CPI-U or any inflation index will accurately measure the real rate of inflation in the prices of goods and services.

For federal income tax purposes, any increase in the principal amount of an inflation-indexed bond will generate taxable ordinary income prior to the payment of such amount. Thus, a Fund may be required to dispose of portfolio securities when it might not otherwise do so in order to satisfy the distribution requirements for qualification as a regulated investment company under the Internal Revenue Code of 1986, as amended (the “Code”), and avoid federal income and excise taxes.

Corporate Debt Securities . The Ultra Short Fund’s investments in U.S. dollar-denominated corporate debt securities are limited to corporate debt securities (corporate bonds, debentures, notes and other similar corporate debt instruments, including convertible securities) which meet the minimum ratings criteria set forth for the Fund. The rate of interest on a corporate debt security may be fixed, floating or variable, and may vary inversely with respect to a reference rate. Debt securities may be acquired with warrants attached. The Ultra Short Fund will not invest in illiquid corporate debt securities or convertible corporate debt securities that are convertible at the election of the issuer. Appendix A to this SAI describes the various ratings assigned to fixed income securities by Moody’s Investor Service, Inc. (“Moody’s”) and Standard & Poor’s Rating Services (“S&P”).

The Large Cap Equity Fund may invest in corporate debt securities convertible into common stock. It is not expected that the Large Cap Equity Fund’s holdings of convertible debt securities would ordinarily exceed 5% of the Large Cap Equity Fund’s assets.

Commercial Paper . The Large Cap Equity Fund may invest its non-committed cash in commercial paper. The Large Cap Equity Fund’s investments in commercial paper ordinarily consist of commercial paper rated “Prime-2” or better by Moody’s or rated “A-2” or better by S&P.

Municipal Bonds . The Ultra Short Fund may invest in securities issued by states, municipalities and other political subdivisions, agencies, authorities and instrumentalities of states and multistate agencies or authorities. Municipal bonds share the attributes of debt/fixed income securities in general, but are generally issued by states, municipalities and other political subdivisions, agencies, authorities and instrumentalities of states and multistate agencies or authorities. The municipal bonds which the Fund may purchase include general obligation bonds and limited obligation bonds (or revenue bonds), including industrial development bonds issued pursuant to former federal tax law. General obligation bonds are obligations involving the credit of an issuer possessing taxing power and are payable from such issuer’s general revenues and not from any particular source. Limited obligation bonds are payable only from the revenues derived from a particular facility or class of facilities or, in some cases, from the proceeds of a special excise or other specific revenue source. Tax-exempt private activity bonds and industrial development bonds generally are also revenue bonds and thus are not payable from the issuer’s general revenues. The credit and quality of private activity bonds and industrial development bonds are usually related to the credit of the corporate user of the facilities. Payment of interest on and repayment of principal of such bonds is the responsibility of the corporate user (and/or any guarantor).

Some longer-term municipal bonds give the investor the right to “put” or sell the security at par (face value) within a specified number of days following the investor’s request — usually one to seven days. This demand feature enhances a security’s liquidity by shortening its effective maturity and enables

it to trade at a price equal to or very close to par. If a demand feature terminates prior to being exercised, the Fund would hold the longer-term security, which could experience substantially more volatility.

Municipal bonds are subject to credit and market risk. Generally, prices of higher quality issues tend to fluctuate less with changes in market interest rates than prices of lower quality issues and prices of longer maturity issues tend to fluctuate more than prices of shorter maturity issues.

The Fund may purchase and sell portfolio investments to take advantage of changes or anticipated changes in yield relationships, markets or economic conditions. The Fund may also sell municipal bonds due to changes in the Investment Adviser’s evaluation of the issuer or cash needs resulting from redemption requests for Fund shares. The secondary market for municipal bonds typically has been less liquid than that for taxable debt/fixed income securities, and this may affect the Fund’s ability to sell particular municipal bonds at then-current market prices, especially in periods when other investors are attempting to sell the same securities.

Prices and yields on municipal bonds are dependent on a variety of factors, including general money-market conditions, the financial condition of the issuer, general conditions of the municipal bond market, the size of a particular offering, the maturity of the obligation and the rating of the issue. A number of these factors, including the ratings of particular issues, are subject to change from time to time. Information about the financial condition of an issuer of municipal bonds may not be as extensive as that which is made available by corporations whose securities are publicly traded.

Obligations of issuers of municipal bonds are subject to the provisions of bankruptcy, insolvency and other laws affecting the rights and remedies of creditors. Congress or state legislatures may seek to extend the time for payment of principal or interest, or both, or to impose other constraints upon enforcement of such obligations. There is also the possibility that as a result of litigation or other conditions, the power or ability of issuers to meet their obligations for the payment of interest and principal on their municipal bonds may be materially affected or their obligations may be found to be invalid or unenforceable. Such litigation or conditions may from time to time have the effect of introducing uncertainties in the market for municipal bonds or certain segments thereof, or of materially affecting the credit risk with respect to particular bonds. Adverse economic, business, legal or political developments might affect all or a substantial portion of the Fund’s municipal bonds in the same manner.

Hedging Strategies . The Ultra Short Fund may, but is not required to, use financial contracts for risk management. Generally, the value of these financial contracts depends upon, or is derived from, the value of an underlying asset, reference rate or index, and may relate to stocks, bonds, interest rates and related indices. Examples of these instruments include options contracts, futures contracts, options on futures contracts and swap agreements. The Investment Adviser may decide not to employ any of these strategies and there is no assurance that any hedging strategy used by the Fund will succeed.

The Trust, on behalf of the Ultra Short Fund, has claimed exclusion from the definition of the term “commodity pool operator” adopted by the Commodity Futures Trading Commission and the National Futures Association, which regulate trading in the futures markets. Therefore, the Trust is not subject to the commodity pool operator registration and regulation under the Commodity Exchange Act.

Use of financial contracts involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other more traditional investments. The following provides a more general discussion of important risk factors relating to all financial contracts that may be used by the Fund.

(i) Management Risk . Financial contracts are highly specialized instruments that require investment techniques and risk analyses different from those associated with stocks and bonds. The use

of a financial contract requires an understanding not only of the underlying instrument but also of the financial contract itself, without the benefit of observing the performance of the financial contract under all possible market conditions.

(ii) Credit Risk . The use of a financial contract involves the risk that a loss may be sustained as a result of the failure of another party to the contract (usually referred to as a “counterparty”) to make required payments or otherwise comply with the contract’s terms.

(iii) Liquidity Risk . Liquidity risk exists when a particular financial contract is difficult to purchase or sell. If a transaction is particularly large or if the relevant market is illiquid (as is the case with many privately negotiated financial contracts), it may not be possible to initiate a transaction or liquidate a position at an advantageous time or price.

(iv) Leverage Risk . Because many financial contracts have a leverage component, adverse changes in the value or level of the underlying asset, reference rate or index can result in a loss substantially greater than the amount invested in the financial contract itself. Certain financial contracts have the potential for unlimited loss, regardless of the size of the initial investment.

(v) Market and Other Risks . Like most other investments, financial contracts are subject to the risk that the market value of the instrument will change in a way detrimental to the Fund’s interest. If the Investment Adviser incorrectly forecasts the values of securities, currencies or interest rates or other economic factors in using financial contracts for the Fund, the Fund might have been in a better position if it had not entered into the transaction at all. While some strategies involving financial contracts can reduce the risk of loss, they can also reduce the opportunity for gain or even result in losses by offsetting favorable price movements in other Fund investments. The Fund may also have to buy or sell a security at a disadvantageous time or price because the Fund is legally required to maintain offsetting positions or asset coverage in connection with certain transactions.

Other risks in using financial contracts include the risk of mispricing or improper valuation of financial contracts and the inability of financial contracts to correlate perfectly with underlying assets, rates and indices. Many financial contracts, in particular privately negotiated financial contracts, are complex and often valued subjectively. Improper valuations can result in increased cash payment requirements to counterparties or a loss of value to the Fund. Also, the value of financial contracts may not correlate perfectly, or at all, with the value of the assets, reference rates or indices they are designed to closely track. In addition, the Fund’s use of financial contracts may accelerate the recognition of income by the Fund, defer the recognition of losses, affect the character of gain and loss realized by the Fund, and cause the Fund to realize higher amounts of short-term capital gains (generally taxed for federal income tax purposes at ordinary income tax rates) than if the Fund had not used such instruments.

Covered Call Options . The Large Cap Equity Fund may engage in writing (i.e., selling) call options listed on organized securities exchanges with respect to securities owned by the Large Cap Equity Fund (called “covered” options). Except in the circumstances described below, the Large Cap Equity Fund will not sell any security subject to a call option written by the Large Cap Equity Fund so long as that option is outstanding. Call options are currently listed on the Chicago Board Options Exchange and the New York, American and Philadelphia Stock Exchanges. A call option gives the purchaser the right to buy a security from the Large Cap Equity Fund at a fixed price (the “exercise price”) at any time prior to the expiration of the option contract regardless of the market price of the security at that time. In return for such right, the purchaser pays the Large Cap Equity Fund a premium, which the Large Cap Equity Fund retains whether or not the purchaser exercises the option. The premium represents consideration to the Large Cap Equity Fund for undertaking the option obligation and thereby foregoing (during the period of the option) the opportunity to profit from an increase in the market price of the underlying security above the exercise price. For example, assume the Large Cap Equity Fund owns 100 shares of XYZ and,

at a time when the market price of XYZ was $50 per share, the Large Cap Equity Fund wrote a six-month call option on those shares at an exercise price of $50 for a premium of $500 (less transaction costs). If the price of XYZ declined to $40 per share the call would likely not be exercised. The 100 XYZ shares would have declined $1,000 in value and the Large Cap Equity Fund would have received income in the amount of $500. On the other hand, should the price of XYZ rise to $60 per share the call would likely be exercised with the result that, in exchange for the $500 premium, the Large Cap Equity Fund would have foregone the $1,000 appreciation on the underlying shares.

When the Large Cap Equity Fund writes an option the securities subject to the option will be segregated or otherwise held for delivery in accordance with the requirements of any applicable securities exchange. The Large Cap Equity Fund may purchase call options only for the purpose of closing out a previous option commitment (called a “closing purchase transaction”). A closing purchase transaction is made by buying an option with identical terms as an option previously written, resulting in the cancellation of the Large Cap Equity Fund’s previous option obligation. If the Large Cap Equity Fund wishes to sell securities on which it has options outstanding it would execute a closing purchase transaction prior to selling the securities. A profit or loss may be realized on a closing purchase transaction if the amount paid to purchase a call option previously written is less or more than the amount received from its sale.

The writing of covered call options involves certain risks. An option position may be closed out only on an exchange that provides a market for an option of the same series. Although the Large Cap Equity Fund will generally write only those call options for which there appears to be an active market, there is no assurance that an active market on an exchange will exist for any particular option at any particular time. If the Large Cap Equity Fund as a covered call option writer is unable to effect a closing purchase transaction in a secondary market, it would, as a result, be subject to any price decline in the underlying security. If such a situation were to arise, the Investment Adviser would determine whether to hold the underlying securities and risk depreciation in their market value or to sell the securities and substitute cash or other securities as collateral for the option obligation.

In general, for federal income tax purposes, when the Fund writes an option, premiums received on options that are not exercised and gains or losses realized on closing purchase transactions are treated as short-term capital gains or losses. When a call option is exercised the premium is added to the exercise price and the resulting gain or loss is characterized as a short- or long-term capital gain or loss for federal income tax purposes depending on the holding period of the underlying securities. In general, brokerage commissions associated with buying and selling call options are higher than those associated with other securities transactions.

The Board of Trustees has directed the Investment Adviser to write options only in situations where the exercise price plus the premium (less transaction costs) would, at the time the option is written, equal a price at which the Investment Adviser would recommend selling the underlying securities because of Large Cap Equity Fund’s investment considerations. Consequently, the Large Cap Equity Fund does not believe that option writing has a material effect on the Large Cap Equity Fund’s portfolio turnover rate, and the Large Cap Equity Fund believes that option writing may contribute both to the capital appreciation and income objectives of the Large Cap Equity Fund. In addition, the Board of Trustees has directed the Investment Adviser to restrict option writing so that no more than 15% of the Large Cap Equity Fund’s total assets may be subject to outstanding options at any time. The Board of Trustees may change these restrictions whenever such changes appear to be in the best interest of the Large Cap Equity Fund.

Investment in Other Investment Companies . The Ultra Short Fund may invest up to 10% of its assets in securities of other investment companies, such as open-end and closed-end management

investment companies, or in pooled accounts or other investment vehicles that do not invest in foreign markets. As a shareholder of an investment company, the Ultra Short Fund may indirectly bear service and other fees that are in addition to the fees the Fund pays its service providers. Subject to the restrictions and limitations of the 1940 Act, the Ultra Short Fund may elect to pursue its investment objective either by investing directly in securities or by investing in one or more underlying investment vehicles or companies that have substantially similar investment objectives, policies and limitations as the Ultra Short Fund.

In addition, each Fund may invest in the shares of money market funds registered as investment companies under the 1940 Act and maintaining a stable net asset value per share. Any money market fund in which the Funds may invest will incur certain expenses, which may include investment advisory fees, administration, custody, audit and legal fees, among others. The return on an investment in a money market fund will be net of any such expenses incurred by the money market fund, and, accordingly, the return on an investment in a money market fund may be less than the return that could be achieved by investing in money market instruments directly.

Covered Short Sales . The Ultra Short Fund may make covered short sales as part of its overall portfolio management strategy or to offset a potential decline in value of a security. A “short sale” is the sale by the Fund of a security that has been borrowed from a broker or other institution on the expectation that the market price will drop. If the price of the security drops, the Fund may replace the security sold short by purchasing the security in the open market at a lower price than at which it sold the security, resulting in a gain. If the price of the security rises, the Fund may have to replace the security by purchasing the security in the open market at a higher price than at which it sold the security, resulting in a loss. In a covered short sale, the Fund either (1) borrows and sells securities it already owns (also known as a short sale “against the box”), or (2) instructs the custodian to segregate cash, U.S. Government securities, or other liquid securities in an amount equal to the market value of the securities sold short. Whenever a Fund is required to segregated assets, notations on the books of the Trust’s custodian or fund accounting agent are sufficient to constitute segregated assets.

The Fund may have to pay a fee to borrow the securities sold short and is often obligated to pay over any accrued interest and dividends on such borrowed securities. In addition, the successful use of covered short sales may be adversely affected by imperfect correlation between movements in the price of the security sold short and the securities being hedged.

Loans of Portfolio Securities . For the purpose of achieving income, each Fund may lend its portfolio securities to brokers, dealers, and other financial institutions provided a number of conditions are satisfied, including that the loan is fully collateralized. When the Fund lends portfolio securities, its investment performance will continue to reflect changes in the value of the securities loaned, and the Fund will also receive a fee or interest on the collateral. Securities lending involves the risk of loss of rights in the collateral or delay in recovery of the collateral if the borrower fails to return the security loaned or becomes insolvent. The Fund may pay lending fees to a party arranging the loan.

Borrowing. The Funds do not issue senior securities, except that each Fund may borrow money for temporary, administrative or liquidity (but not leveraging) purposes, as described below under “Investment Restrictions—Fundamental Policies.” The Large Cap Equity Fund may borrow only from banks up to an amount not in excess of 5% of the value of the Fund’s total assets at the time of the loan, repayable in not more than 60 days. No other Fund may borrow money except as described below under “Investment Restrictions—Fundamental Policies.” These policies are fundamental investment policies of the Funds and may not be altered, amended or repealed except as authorized by the vote of a majority of the outstanding shares of a Fund.

Mortgage Securities

Mortgage-Related Securities . Most mortgage-related securities provide a monthly payment that consists of both interest and principal payments. In effect, these payments are a “pass-through” of the monthly payments made by individual borrowers on their residential mortgage loans, net of any fees paid to the issuer or guarantor of such securities. Additional payments are caused by unscheduled payments resulting from the sale of the underlying residential property, refinancing or foreclosure net of fees or costs which may be incurred. Some mortgage-related securities have additional features that entitle the holder to receive all interest and principal payments owed on the mortgage pool, net of certain fees, regardless of whether or not the mortgagor actually makes the payment. Any guarantees of interest and principal payments may be either as to timely or ultimate payment.

The average maturity of pass-through pools varies with the maturities of the underlying mortgage instruments. In addition, a pool’s average maturity may be shortened by unscheduled or early payments of principal and interest on the underlying mortgages. Factors affecting mortgage prepayments include the level of interest rates, general economic and social conditions, and the location and age of the mortgage. Since prepayment rates of individual pools vary widely, it is not possible to predict accurately the average life of a particular pool or group of pools. However, the average life will be substantially less than the stated maturity.

Mortgage-related securities may be classified into the following principal categories, according to the issuer or guarantor:

Government mortgage-related securities consist of both governmental and government-related securities. Governmental securities are backed by the full faith and credit of the U.S. Government. GNMA, the principal U.S. Government guarantor of such securities, is a wholly-owned U.S. Government corporation within the Department of Housing and Urban Development. GNMA is authorized to guarantee, with the full faith and credit of the U.S. Government, the timely payment of principal and interest, but not of market value, on securities issued by approved institutions and backed by pools of Federal Housing Administration-insured or Veterans Administration-guaranteed mortgages. Government-related securities are issued by U.S. Government-sponsored corporations and are not backed by the full faith and credit of the U.S. Government. Issuers include FNMA and FHLMC. FNMA is a U.S. Government-sponsored corporation owned entirely by private stockholders. Pass-through securities issued by FNMA are guaranteed as to timely payment of principal and interest by FNMA. FHLMC issues mortgage-related securities representing interests in mortgage loans pooled by it. FHLMC is a U.S. Government-sponsored corporation that guarantees the timely payment of interest and ultimate collection of principal, and its stock is publicly traded.

Private mortgage-related securities represent interests in, or are collateralized by, pools consisting principally of residential mortgage loans created by non-governmental issuers. These securities generally offer a higher rate of interest than governmental and government-related mortgage-related securities because there are no direct or indirect government guarantees of payment as in the former securities, although certain credit enhancements may exist. Securities issued by private organizations may not have the same degree of liquidity as those with direct or indirect government guarantees. Each Fund, except the Large Cap Equity Fund, may invest in private mortgage-related securities; provided, however, that all Funds that may invest in private mortgage-related securities, except the Ultra Short Fund, may invest only in private mortgage-related securities rated in one of the two highest rating categories by an NRSRO. If a security is

rated by two or more NRSROs, the lowest rating assigned to the security is used for purposes of determining whether the security meets these ratings criteria.

FNMA is subject to general regulation by the Secretary of Housing and Urban Development. Its common stock is publicly traded on the New York Stock Exchange. FNMA purchases residential mortgages from a list of approved seller servicers, which includes Federal and state savings associations, savings banks, commercial banks, credit unions and mortgage bankers.

FHLMC was created by Congress in 1970 for the purpose of increasing the availability of mortgage credit for residential housing. Its common and preferred stock is publicly traded on the New York Stock Exchange. FHLMC issues Participation Certificates (“PCs”) which represent interests in mortgages from FHLMC’s national portfolio.

The value of FNMA’s and FHLMC’s securities fell sharply in 2008 due to concerns that the firms did not have sufficient capital to offset losses. In mid-2008, the U.S. Treasury was authorized to increase the size of home loans that FNMA and FHLMC could purchase in certain residential areas and, until 2009, to lend FNMA and FHLMC emergency funds and to purchase the companies’ stock. In September 2008, the U.S. Treasury announced that FNMA and FHLMC had been placed in conservatorship by the Federal Housing Finance Agency (“FHFA”), a newly created independent regulator. In addition to placing the companies in conservatorship, the U.S. Treasury announced three additional steps that it intended to take with respect to FNMA and FHLMC. First, the U.S. Treasury has entered into Preferred Stock Purchase Agreements (“PSPAs”) under which, if the FHFA determines that FNMA’s or FHLMC’s liabilities have exceeded its assets under generally accepted accounting principles, the U.S. Treasury will contribute cash capital to the company in an amount equal to the difference between liabilities and assets. The PSPAs are designed to provide protection to the senior and subordinated debt and the mortgage-backed securities issued by FNMA and FHLMC. Second, the U.S. Treasury established a new secured lending credit facility that is available to FNMA and FHLMC until the end of the first quarter of calendar year 2010. Third, the U.S. Treasury initiated a temporary program to purchase FNMA and FHLMC mortgage-backed securities, which is expected to continue until the end of the first quarter of calendar year 2010. No assurance can be given that the U.S. Treasury initiatives discussed above with respect to the debt and mortgage-backed securities issued by FNMA and FHLMC will be successful.

With respect to private mortgage-related securities, timely payment of interest and principal may be supported by various forms of credit enhancements, including individual loan, title, pool and hazard insurance. These credit enhancements may offer two types of protection: (i) liquidity protection, and (ii) protection against losses resulting from ultimate default by an obligor and the underlying assets. Liquidity protection refers to the provision of advances, generally by the entity administering the pool of assets, to ensure that the receipt of payments on the underlying pool occurs in a timely fashion. Protection against losses resulting from ultimate default ensures ultimate payment of the obligations on at least a portion of the assets in the pool. Such protection may be provided through guarantees, insurance policies or letters of credit obtained by the issuer or sponsor from third parties or through various means of structuring the transaction as well as a combination of such approaches. The Mortgage Securities Funds will not pay any additional fees for such credit support, although the existence of credit support may increase the price of a security.

Credit enhancements can come from external providers such as banks or financial insurance companies. Alternatively, they may come from the structure of a transaction itself. Examples of credit support arising out of the structure of the transaction include “senior-subordinated securities” (multiple class securities with one or more classes subordinate to other classes as to the payment of principal thereof and interest thereon, with the result that defaults on the underlying assets are borne first by the holders of the subordinated class), creation of “reserve funds” (where cash or investments, sometimes

funded from a portion of the payments on the underlying assets, are held in reserve against future losses) and “over collateralization” (where the scheduled payments on, or the principal amount of, the underlying assets exceeds that required to make payment of the securities and pay any servicing or other fees). The degree of credit support provided for each issue is generally based on historical information respecting the level of credit risk associated with the underlying assets. Delinquencies or losses in excess of those anticipated could adversely affect the return on an investment in such issue. There can be no assurance that the private insurers can meet their obligations under the policies.

Each Mortgage Securities Fund may only invest in private mortgage-related securities to the extent the private mortgage-related securities are entitled to a 20% risk weighting under the capital adequacy guidelines of the Office of Thrift Supervision (“OTS”) and Office of the Comptroller of the Currency (“OCC”).

Commercial mortgage-backed securities, in which only the Ultra Short Fund may invest, include securities that reflect an interest in, and are secured by, mortgage loans on commercial real property. The market for commercial mortgage-backed securities developed more recently and in terms of total outstanding principal amount of issues is relatively small compared to the market for residential single-family mortgage-backed securities. Many of the risks of investing in commercial mortgage-backed securities reflect the risks of investing in the real estate securing the underlying mortgage loans. These risks reflect the effects of local and other economic conditions on real estate markets, the ability of tenants to make loan payments, and the ability of a property to attract and retain tenants. Commercial mortgage-backed securities may be less liquid and exhibit greater price volatility than other types of mortgage- or asset-backed securities.

Other mortgage-related securities include securities other than those described above that directly or indirectly represent a participation in, or are secured by and payable from, mortgage loans on real property, including stripped mortgage-backed securities.

If mortgage securities are purchased at a premium, mortgage foreclosures and unscheduled principal prepayments may result in some loss of the holders’ principal investment to the extent of the premium paid. On the other hand, if mortgage securities are purchased at a discount, both a scheduled payment of principal and an unscheduled repayment of principal will increase current and total returns.

The Funds may invest in mortgage-related securities that may be affected by the downturn in the sub-prime mortgage market. Sub-prime loans, which tend to have higher interest rates, are made to borrowers who do not qualify for prime rate loans because of their low credit ratings or other factors that suggest that they have a higher probability of defaulting. The downturn in the sub-prime market has had, and may continue to have, a far-reaching impact on the broader securities market. The reduced investor demand for sub-prime securities has created liquidity and valuation issues with respect to these securities and other mortgage-related securities. The Funds’ investments in mortgage-related securities may be impacted by the downturn in the sub-prime mortgage market and may cause a decrease in the overall value of a Fund.

Adjustable Rate Mortgage Securities . The adjustable rate feature of the mortgages underlying the adjustable rate mortgage securities (“ARMS”) in which the Mortgage Securities Funds invest generally will help to reduce sharp changes in each Fund’s net asset value in response to normal interest rate fluctuations to the extent that each Fund is invested in ARMS. As the interest rates on the mortgages underlying a Fund’s investments in ARMS are reset periodically, the yields of such portfolio securities will gradually align themselves to reflect changes in market rates so that the market value of such securities will remain relatively constant as compared to fixed-rate instruments. This in turn should cause the net asset value of the Fund to fluctuate less than it would if the Fund invested entirely in more traditional longer-term, fixed-rate debt securities.

In contrast to fixed-rate mortgages, which generally decline in value during periods of rising interest rates, ARMS permit a Fund to participate in increases in interest rates through periodic adjustments in the coupons of the underlying mortgages. This should produce both higher current yields and lower price fluctuations during such periods to the extent the Fund has invested in ARMS. Furthermore, if prepayments of principal are made on the underlying mortgages during periods of rising interest rates, the Funds generally will be able to reinvest such amounts in securities with a higher yield. For certain types of ARMS, the rate of amortization of principal, as well as interest payments, can and does change in accordance with movements in a particular, pre-specified, published interest rate index. The amount of interest due to an ARMS holder is calculated by adding a specified additional amount, the “margin,” to the index, subject to limitations or “caps” on the maximum or minimum interest that is charged to the mortgagor during the life of the mortgage or to maximum and minimum changes in the interest rate during a given period. Some residential mortgage loans restrict periodic adjustments by limiting changes in the borrower’s monthly principal and interest payments rather than limiting interest rate changes. These payment caps may result in negative amortization. As a result, the Mortgage Securities Funds will not benefit from increases in interest rates to the extent that interest rates rise to the point where they cause the current coupon of adjustable rate mortgages held as investments to exceed the maximum allowable annual (usually 100 to 200 basis points) or lifetime reset limits (or “cap rates”) for a particular mortgage. Fluctuations in interest rates above these levels could cause such mortgage securities to behave more like long-term, fixed-rate debt securities. Moreover, a Fund’s net asset value could vary to the extent that current yields on mortgage-backed securities are different than market yields during interim periods between coupon reset dates. Thus, investors could suffer some principal loss if they sold their shares of the Fund before the interest rates on the underlying mortgages were adjusted to reflect current market rates.

The interest rates paid on the mortgages underlying the ARMS in which the Mortgage Securities Funds invest generally are readjusted at intervals of one year or less to an increment over some predetermined interest rate index. There are several main categories of indices: those based on U.S. Treasury securities and those derived from a calculated measure such as a cost of funds index or a moving average of mortgage rates. Commonly utilized indices include the one-year, three-year and five-year constant maturity Treasury rates, the three-month Treasury Bill rate, the 180-day Treasury Bill rate, rates on longer-term Treasury securities, the 11th District Federal Home Loan Bank Cost of Funds, the National Median Cost of Funds, the one-month, three-month, six-month or one-year London Interbank Offered Rate (LIBOR), rates on six-month certificates of deposit, the prime rate of a specific bank, or commercial paper rates. Some indices, such as the one-year constant maturity Treasury rate, closely mirror changes in market interest rate levels. Others, such as the 11th District Home Loan Bank Cost of Funds index, tend to lag behind changes in market rate levels and are somewhat less volatile.

All mortgage-backed securities carry the risk that interest rate declines may result in accelerated prepayment of mortgages and the proceeds from such prepayment of mortgages may be reinvested at lower prevailing interest rates. During periods of declining interest rates, the coupon rates for ARMS may readjust downward, resulting in lower yields to the Mortgage Securities Funds. Further, because of this feature, ARMS may have less potential for capital appreciation than fixed-rate instruments of comparable maturities during periods of declining interest rates. Therefore, ARMS may be less effective than fixed-rate securities as a means of “locking in” long-term interest rates.

Mortgage Dollar Rolls . The Ultra Short Fund may enter into mortgage dollar rolls. A mortgage dollar roll is a transaction in which the Fund sells a mortgage-backed security to a broker or other financial institution and simultaneously contracts with the same counterparty to repurchase substantially similar (same type, coupon and maturity) but not identical securities on a specified future date. During the roll period, the Fund loses the right to receive principal and interest paid on the securities sold. However, the Fund benefits to the extent of any difference between (i) the price received for the securities

sold and (ii) the lower forward price for the future purchase and/or fee income plus the interest earned on the cash proceeds of the securities sold. Unless the benefits of a mortgage dollar roll exceed the income, capital appreciation and gain or loss due to mortgage prepayments that would have been realized on the securities sold as part of the roll, the use of this technique will diminish the Fund’s performance.

Successful use of mortgage dollar rolls depends upon the Investment Adviser’s ability to predict correctly interest rates and mortgage prepayments. If the Investment Adviser is incorrect in its prediction, the Fund may experience a loss.

Collateralized Mortgage Obligations . Collateralized mortgage obligations (“CMOs”) and real estate mortgage investment conduits (“REMICs”) represent a beneficial interest in a pool of mortgage loans or mortgage-backed securities typically held by a trust. The beneficial interests are evidenced by certificates issued pursuant to a pooling and servicing agreement. The certificates are usually issued in multiple classes with the specific rights of each class set forth in the pooling and servicing agreement and the offering documents for the security. The pooling and servicing agreement is entered into by a trustee and a party that is responsible for pooling and conveying the mortgage assets to the trust, sometimes referred to as the depositor. Various administrative services related to the underlying mortgage loans, such as collection and remittance of principal and interest payments, administration of mortgage escrow accounts and collection of insurance claims are provided by servicers. A master servicer, which may be the depositor or an affiliate of the depositor, is generally responsible for supervising and enforcing the performance by the servicers of their duties and maintaining the insurance coverages required by the terms of the certificates. In some cases, the master servicer acts as a servicer of all or a portion of the mortgage loans.

CMOs may be issued or guaranteed by GNMA, FNMA or FHLMC, or they may be issued by private entities such as financial institutions, investment bankers, mortgage bankers and single-purpose stand-alone finance subsidiaries or trusts of such institutions. The CMOs and a form of them known as REMICs typically have a multi-class structure (“Multi-Class Mortgage-Related Securities”). Multi-Class Mortgage-Related Securities issued by private issuers may be collateralized by pass-through securities guaranteed by GNMA or issued by FNMA or FHLMC, or they may be collateralized by whole loans or pass-through mortgage-related securities of private issuers. Each class has a specified maturity or final distribution date. In one structure, payments of principal, including any principal prepayments, on the collateral are applied to the classes in the order of their respective stated maturities or final distribution dates, so that no payment of principal will be made on any class until all classes having an earlier stated maturity or final distribution date have been paid in full. In other structures, certain classes may pay concurrently, or one or more classes may have a priority with respect to payments on the underlying collateral up to a specified amount. The Funds will not invest in any class with residual characteristics. In addition, each Fund, except the Ultra Short Fund, limits its purchase of CMOs and REMICs issued by private entities to those that are rated in one of the two highest rating categories by an NRSRO. If a CMO or REMIC is rated by two or more NRSROs, the lowest rating assigned to the security is used for purposes of determining whether the security meets these ratings criteria.

Percentage Investment Limitations . Unless otherwise stated, all percentage limitations on Fund investments will apply at the time of investment. A Fund would not be deemed to have violated these limitations unless an excess or deficiency occurs or exists immediately after and as a result of an investment.

INVESTMENT RESTRICTIONS

Fundamental Policies

The Trust has adopted the following investment restrictions for each Fund, none of which may be changed without the approval of a majority of the outstanding shares of the respective Fund, as defined under “General Information” in this Statement of Additional Information. In addition to these investment restrictions, the investment objective of each Fund is fundamental and cannot be changed without the approval of that Fund’s shareholders.

Each Fund (except the Ultra Short Fund and the Large Cap Equity Fund) shall :

(1)

Limit its investments and investment techniques so as to qualify for investment by national banks, federal savings associations, and federal credit unions.

Each Fund may not :

(1)

Invest more than 5% of its total assets in the securities of any one issuer, other than securities issued or guaranteed by the United States Government or its agencies or instrumentalities, except that up to 25% of the value of the Fund’s total assets may be invested without regard to this 5% limitation. (The Money Market Fund considers loans of federal funds to be cash equivalents and not securities for purposes of diversification.)

(2)

Lend any of its assets, except portfolio securities. This shall not prevent the Fund from purchasing or holding debt obligations, entering into repurchase agreements, and loaning Federal funds and other day(s) funds to FDIC Insured Institutions (as defined in the Prospectus), in each case to the extent permitted by the Fund’s investment objective and management policies.

Each Fund (except the Large Cap Equity Fund) may not :

(1)

Act as an underwriter of securities, except to the extent that the Trust may be deemed to be an “underwriter” in connection with the purchase of securities for the Fund directly from an issuer or an underwriter thereof.

The Money Market Fund, Short U.S. Government Fund and U.S. Government Mortgage Fund each may not :

(1)

Enter into reverse repurchase agreements exceeding in the aggregate one-third of the market value of its total assets, less liabilities other than the obligations created by reverse repurchase agreements.

The Money Market Fund and Short U.S. Government Fund each may not :

(1)

Borrow money except from banks for temporary or emergency purposes and in an amount not exceeding 10% of the value of the Fund’s net assets, or mortgage, pledge or hypothecate its assets, except in connection with any such borrowing and in amounts not in excess of 20% of the value of its net assets. The borrowing provision is not for investment leverage, but solely to facilitate management of the Fund by enabling the Fund to meet redemption requests when the liquidation of portfolio securities is considered to be disadvantageous. The Fund’s net income will be reduced if the interest expense of borrowings incurred to meet redemption requests and avoid liquidation of

portfolio securities exceeds the interest income of those securities. To the extent that borrowings exceed 5% of the value of the Fund’s net assets, such borrowings will be repaid before any investments are made. The Fund’s ability to enter into reverse repurchase agreements is not restricted by this paragraph.

(2)

Invest more than 25% of the value of the Fund’s total assets in the securities of issuers in any single industry; provided that there shall be no such limitation on the purchase of obligations issued or guaranteed by the United States Government or its agencies or instrumentalities, or time deposits (including certificates of deposit), savings deposits and bankers’ acceptances of United States branches of United States banks. (The Money Market Fund considers loans of federal funds to be cash equivalents and not securities for purposes of diversification.)

(3)

Purchase securities on margin or make short sales of securities; write or purchase put or call options or combinations thereof; or purchase or sell real estate, real estate mortgage loans, real estate investment trust securities, commodities or commodity contracts, or oil and gas interests.

The Ultra Short Fund may not :

(1)

Borrow money except from banks (a) for temporary or emergency purposes and in an amount not exceeding 1/3 of the value of the Fund’s net assets, or (b) to meet redemption requests without immediately selling any portfolio securities and in an amount not exceeding in the aggregate one-third of the value of the Fund’s total assets, less liabilities other than borrowing; or mortgage, pledge or hypothecate its assets except in connection with any such borrowing and in amounts not in excess of 20% of the value of its net assets. The borrowing provision of (b) above is not for investment leverage, but solely to facilitate management of the Fund by enabling the Fund to meet redemption requests when the liquidation of portfolio securities is considered to be disadvantageous. The Fund’s net income will be reduced if the interest expense of borrowings incurred to meet redemption requests and avoid liquidation of portfolio securities exceeds the interest income of those securities. To the extent that borrowings exceed 5% of the value of the Fund’s net assets, such borrowings will be repaid before any investments are made. The Fund’s ability to enter into reverse repurchase agreements, dollar rolls and similar techniques is not restricted by this paragraph (1) and collateral arrangements with respect to margins for interest rate futures contracts and options thereon are not deemed to be a pledge of assets for the purpose of this paragraph (1).

The Ultra Short Mortgage Fund, Ultra Short Fund, Intermediate Mortgage Fund and U.S. Government Fund each may not :

(1)

Invest more than 25% of the value of the Fund’s total assets in the securities of issuers in any single industry; provided that there shall be no such limitation on investments in the mortgage and mortgage finance industry (in which more than 25% of the value of the Fund’s total assets will, except for temporary defensive purposes, be invested) or on the purchase of obligations issued or guaranteed by the United States Government or its agencies or instrumentalities.

The Ultra Short Mortgage Fund may not:

(1)

Borrow money except from banks (a) for temporary or emergency purposes and in an amount not exceeding 10% of the value of the Fund’s net assets, or (b) to meet

redemption requests without immediately selling any portfolio securities and in an amount not exceeding in the aggregate one-third of the value of the Fund’s total assets, less liabilities other than borrowing; or mortgage, pledge or hypothecate its assets except in connection with any such borrowing and in amounts not in excess of 20% of the value of its net assets. The borrowing provision of (b) above is not for investment leverage, but solely to facilitate management of the Fund by enabling the Fund to meet redemption requests when the liquidation of portfolio securities is considered to be disadvantageous. The Fund’s net income will be reduced if the interest expense of borrowings incurred to meet redemption requests and avoid liquidation of portfolio securities exceeds the interest income of those securities. To the extent that borrowings exceed 5% of the value of the Fund’s net assets, such borrowings will be repaid before any investments are made.

(2)

Purchase securities on margin or make short sales of securities; write or purchase put or call options or combinations thereof or purchase or sell real estate, real estate mortgage loans (except that the Fund may purchase and sell Mortgage-Related Securities), real estate investment trust securities, commodities or commodity contracts, or oil and gas interests.

The Intermediate Mortgage Fund may not :

(1)

Borrow money except from banks (a) for temporary purposes and in an amount not exceeding 10% of the value of the Fund’s net assets, or (b) to meet redemption requests without immediately selling any portfolio securities and in an amount not exceeding in the aggregate one-third of the value of the Fund’s total assets, less liabilities other than such borrowing; or mortgage, pledge or hypothecate its assets except in connection with any such borrowing and in amounts not in excess of 20% of the value of its net assets provided that there shall be no such limitation on deposits made in connection with the entering into and holding of interest rate futures contracts and options thereon. The borrowing provision of (b) above is not for investment leverage, but solely to facilitate management of the Fund by enabling the Fund to meet redemption requests when the liquidation of portfolio securities is considered to be disadvantageous. To the extent that borrowings exceed 5% of the value of the Fund’s net assets, such borrowings will be repaid before any investments are made. The Fund’s ability to enter into reverse repurchase agreements is not restricted by this paragraph (1) and collateral arrangements with respect to margins for interest rate futures contracts and options thereon are not deemed to be a pledge of assets for the purpose of this paragraph (1).

(2)

Purchase securities on margin or make short sales of securities; write or purchase put or call options or combinations thereof except that the Fund may write covered call options and purchase call or put options on investments eligible for purchase by the Fund; or purchase or sell real estate, real estate mortgage loans (except that the Fund may purchase and sell Mortgage-Related Securities), real estate investment trust securities, commodities or commodity contracts, or oil and gas interests; except that the Fund may enter into interest rate futures contracts and may write call options and purchase call and put options on interest rate futures contracts if (a) as to interest rate futures contracts, each futures contract is (i) for the sale of a financial instrument (a “short position”) to hedge the value of securities held by the Fund or (ii) for the purchase of a financial instrument of the same type and for the same delivery month as the financial instrument underlying a short position held by the Fund (a “long position offsetting a short position”), (b) the sum of the aggregate futures market prices of financial instruments required to be delivered under open futures contract sales and the aggregate purchase

prices under open futures contract purchases does not exceed 30% of the value of the Fund’s total assets, and (c) immediately thereafter, no more than 5% of the Fund’s total assets would be committed to margin. This ability to invest interest rate futures contracts and options thereon is not for speculation, but solely to permit hedging against anticipated interest rate changes.

The U.S. Government Mortgage Fund may not :

(1)

Borrow money except from banks (a) for temporary or emergency purposes and in an amount not exceeding 10% of the value of the Fund’s net assets, or (b) to meet redemption requests without immediately selling any portfolio securities and in an amount not exceeding in the aggregate one-third of the value of the Fund’s total assets, less liabilities other than borrowing; or mortgage, pledge or hypothecate its assets except in connection with any such borrowing and in amounts not in excess of 20% of the value of its net assets provided that there shall be no such limitation on deposits made in connection with the entering into and holding of interest rate futures contracts and options thereon. The borrowing provision of (b) above is not for investment leverage, but solely to facilitate management of the Fund by enabling the Fund to meet redemption requests when the liquidation of portfolio securities is considered to be disadvantageous. The Fund’s net income will be reduced if the interest expense of borrowings incurred to meet redemption requests and avoid liquidation of portfolio securities exceeds the interest income of those securities. To the extent that borrowings exceed 5% of the value of the Fund’s net assets, such borrowings will be repaid before any investments are made. The Fund’s ability to enter into reverse repurchase agreements is not restricted by this paragraph (1) and collateral arrangements with respect to margins for interest rate futures contracts and options thereon are not deemed to be a pledge of assets for the purpose of this paragraph (1).

(2)

Purchase securities on margin or make short sales of securities; write or purchase put or call options or combinations thereof except that the Fund may write covered call options and purchase call or put options on securities in which the Fund may invest; or purchase or sell real estate, real estate mortgage loans (except that the Fund may purchase and sell Mortgage-Related Securities), real estate investment trust securities, commodities or commodity contracts, or oil and gas interests except that the Fund may enter into interest rate futures contracts and may write call options and purchase call and put options on interest rate futures contracts if (a) as to interest rate futures contracts, each futures contract is (i) for the sale of a financial instrument (a “short position”) to hedge the value of securities held by the Fund or (ii) for the purchase of a financial instrument of the same type and for the same delivery month as the financial instrument underlying a short position held by the Fund (a “long position offsetting a short position”), (b) the sum of the aggregate futures market prices of financial instruments required to be delivered under open futures contract sales and the aggregate purchase prices under open futures contract purchases does not exceed 30% of the value of the Fund’s total assets, and (c) immediately thereafter, no more than 5% of the Fund’s total assets would be committed to margin. This ability to invest in interest rate futures contracts and options thereon is not for speculation, but solely to permit hedging against anticipated interest rate changes.

The Large Cap Equity Fund may not :

(1)

Purchase securities of an issuer if such purchase would cause more than 25% of the value of the Fund’s total assets (taken at current value) to be invested in the securities of any one issuer or group of issuers in the same industry.

(2)

Purchase securities of an issuer if such purchase would cause more than 5% of any class of securities of such issuer to be held by the Fund.

(3)

Invest in any issuer for the purpose of exercising control of management.

(4)

Underwrite securities of other issuers.

(5)

Purchase or sell real estate or real estate mortgage loans.

(6)

Deal in commodities or commodities contracts.

(7)

Purchase on margin or sell short any security, except that the Fund may obtain such short-term credits as may be necessary for the clearance of purchases and sales of securities.

(8)

Borrow money or mortgage or pledge any of its assets, except that the Fund may borrow money from banks for temporary or emergency (but not leveraging) purposes in an amount up to 5% of the Fund’s total assets when the borrowing is made (repayable in not more than 60 days), and may pledge up to 15% of its assets to secure such borrowings.

(9)

Purchase or retain securities of an issuer if any officer, director or employee of, or counsel for, the Fund is an officer, director or employee of such issuer.

(10)

Write, purchase or sell puts, calls or combinations thereof, except that the Fund may write covered call options with respect to any or all of its portfolio securities and enter into closing purchase transactions with respect to such options.

Non-Fundamental Policies

The Trust has also adopted certain investment restrictions which are non-fundamental policies. Unlike fundamental policies, which may be changed only with the approval of a majority of the outstanding shares of the Fund, non-fundamental policies may be changed by the Trust’s Board of Trustees without shareholder approval.

The Funds have the following non-fundamental policies:

Each Fund, except the Large Cap Equity Fund:

(1)

May not invest more than 15% (10% in the case of the Money Market Fund) of its net assets in illiquid securities, including repurchase agreements maturing in more than seven days.

All the Funds, except the Ultra Short Fund, the Large Cap Equity Fund, and the Money Market Fund each:

(1)

Limit investments in certificates of deposit, time deposits or savings account investments to those that are negotiable and have a remaining maturity of 90 days or less.

All the Funds, except the Ultra Short Fund and the Large Cap Equity Fund, each:

(1)

Limit investments in bankers’ acceptances to bankers’ acceptances with maturities of ninety days or less issued by FDIC insured institutions that are eligible for investment without specific statutory limitation by national banks, federal savings associations and federal credit unions under current applicable federal regulations.

(2)

May not purchase obligations of Federal Land Banks, Federal Intermediate Credit Banks, the Export-Import Bank of the United States, the Commodity Credit Corporation, the National Credit Union Administration and the Tennessee Valley Authority.

(3)

Limit the use of repurchase agreements to repurchase agreements involving obligations of the U.S. Government, including zero coupon Treasury securities that have been stripped of either principal or interest by the U.S. Government so long as the maturity of these securities does not exceed ten years, and obligations of the Federal Home Loan Banks, Fannie Mae, the Government National Mortgage Association, the Federal Farm Credit Banks, the Federal Financing Bank, the Student Loan Marketing Association and Freddie Mac.

(4)

May not invest in reverse repurchase agreements, interest rate futures contracts, options and options on interest rate futures contracts, in each case until such time as federal credit unions may invest in them without limitation.

The Money Market Fund and Short U.S. Government Fund each:

(1)

May not loan federal funds until such time as investors are limited to institutions meeting the requirements of Regulation D of the Board of Governors of the Federal Reserve System.

The Ultra Short Fund:

(1)

May not invest in foreign securities that are not U.S. dollar denominated.

(2)

May only invest in liquid corporate debt securities and may not invest more than 30% of its total assets in corporate debt securities. In addition, the Fund may not invest in convertible corporate debt securities that are exercisable at the option of the issuer.

The Short U.S. Government Fund:

(1)

Will invest, under normal circumstances, at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in investments issued or guaranteed by the U.S. Government or issued or guaranteed by U.S. Government agencies or instrumentalities. In addition to Board approval, change of this non-fundamental policy requires 60 days’ prior notice to shareholders as required by Rule 35d-1 under the Investment Company Act of 1940.

The Ultra Short Mortgage Fund, Intermediate Mortgage Fund and U.S. Government Mortgage Fund:

(1)

Each Fund invests primarily in “securities backed by or representing an interest in mortgages on domestic residential housing or manufactured housing” meeting the definition of such assets for purposes of the qualified thrift lender (“QTL”) test under the

current Office of Thrift Supervision (“OTS”) Regulations. Pending any revisions of the current OTS Regulations, each Mortgage Securities Fund expects that, absent extraordinary market developments, at least 65% of its assets will qualify for QTL purposes for savings associations, although actual percentages may be higher. In addition, each Mortgage Securities Fund will not purchase any investments having a risk-based weighting in excess of 20% under the current risk-based capital regulations established by the OTS. Also, each Mortgage Securities Fund will not purchase any investments having a risk-based weighting for banks in excess of 20% under current federal regulations of the appropriate regulatory agencies. Furthermore, each Mortgage Securities Fund limits its investments to those permissible without specific statutory limitation for federal savings associations, national banks and federal credit unions under current applicable federal regulations.

The Ultra Short Mortgage Fund:

(1)

May not invest in interest rate caps and floors until such time as the appropriateness of these investments for federal credit unions is clarified.

The Ultra Short Mortgage Fund and Intermediate Mortgage Fund:

(1)

Will invest, under normal circumstances, at least 80% of its net assets (plus the amount of any borrowing for investment purposes) in mortgage investments and related instruments. In addition to Board approval, change of this non-fundamental policy requires 60 days’ prior notice to shareholders as required by Rule 35d-1 under the Investment Company Act of 1940.

The U.S. Government Mortgage Fund:

(1)

May not loan federal funds until such time as investors are limited to institutions meeting the requirements of Regulation D of the Board of Governors of the Federal Reserve System.

(2)

Will invest, under normal circumstances, at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in mortgage-related investments issued or guaranteed by the U.S. Government or issued or guaranteed by U.S. Government agencies or instrumentalities. In addition to Board approval, change of this non-fundamental policy requires 60 days’ prior notice to shareholders as required by Rule 35d-1 under the Investment Company Act of 1940.

The Large Cap Equity Fund:

(1)

Will invest, under normal circumstances, at least 80% of its net assets in the equity securities of large capitalization companies and, to the extent reasonably practicable, the Fund will invest at least 80% of its net assets in common stock. In addition to Board approval, change of this non-fundamental policy requires 60 days’ prior notice to shareholders as required by Rule 35d-1 under the 1940 Act.

(2)

May not invest in securities of any other investment company, except for (i) securities of investment companies acquired as part of a merger, consolidation or other acquisition of assets, and (ii) equity securities of investment companies that operate as money market funds maintaining a stable net asset value per share pursuant to the rules of the Securities

and Exchange Commission, which investments shall be subject to the limitations on investments in other investment companies set forth in the 1940 Act.

	(3)		May not purchase any security if, as a result of such transaction, more than 10% in the aggregate of the Fund’s total assets (at current value) would be invested in (A) securities restricted as to disposition under federal securities laws and (B) securities for which there are no readily available market quotations.

	(4)		May not participate on a joint or joint and several basis in any trading account in securities.

	(5)		May not invest in the securities of issuers which, together with any predecessors, have a record of less than three years of continuous operation.

In applying issuer diversification restrictions, with respect to private mortgage-related securities held by the Funds, the Funds generally will treat the trust or other special purpose entity that holds the underlying collateral as the issuer for such purposes. The Funds classify such securities according to the underlying collateral for purposes of their policies with respect to industry concentration.

PURCHASE AND REDEMPTION OF SHARES

Investors may be charged a fee if they effect transactions through a broker or agent. Brokers and intermediaries are authorized to accept orders on the Funds’ behalf.

A purchase order is considered binding upon the investor. Should it be necessary to cancel an order because payment was not timely received, the Trust may hold the investor responsible for the difference between the price of the shares when ordered and the price of the shares when the order was cancelled. If the investor is already a shareholder of the Trust, the Trust may redeem shares from the investor’s account in an amount equal to such difference. In addition, the Trust, the Investment Adviser and/or the Distributor may prohibit or restrict the investor from making future purchases of a Fund’s shares.

The Trust reserves the right to suspend the right of redemption and to postpone the date of payment upon redemption (1) for any period during which the New York Stock Exchange (the “Exchange”) is closed, other than customary weekend and holiday closings (i.e., New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day), or during which trading on the Exchange is restricted, (2) for any period during which an emergency, as defined by the rules of the Securities and Exchange Commission, exists as a result of which (i) disposal by the Fund of securities held by each Fund is not reasonably practicable, or (ii) it is not reasonably practicable for the Fund to determine the value of the Fund’s net assets, or (3) for such other periods as the Securities and Exchange Commission, or any successor governmental authority, may by order permit for the protection of shareholders of each Fund.

MANAGEMENT OF THE TRUST

Board of Trustees

The Trust is managed by a Board of Trustees. The Trustees are responsible for managing the Trust’s business affairs and for exercising all the Trust’s powers except those reserved for the

shareholders. The Trustees’ responsibilities include reviewing the actions of the investment adviser, distributor and administrator.

Trustees and Officers

Trustees and officers of the Trust, together with information as to their principal business occupations during the past five years, are shown below. Each Trustee who is an “interested person” of the Trust, as defined in the 1940 Act, is indicated by an asterisk. The Trust currently consists of seven Funds.


	Position(s) Held		No. of
	With Trust, Length	Principal Occupation(s) During Past	Portfolios
	of Time Served and	Five Years, Prior Relevant Experience	in Trust
Name, Age and Address	Term of Office	and Other Directorships	Overseen
*Independent Trustees*
David F. Holland Age: [68] 17 Ledgewood Circle Topsfield, MA 01983	Trustee since 1993 and from 1988 to 1989. Indefinite Term of Office	Retired; Chairman of the Board, Chief Executive Officer and President, BostonFed Bancorp Inc. from 1995 to 2005; Chairman of the Board from 1989 to 2005 and Chief Executive Officer from 1986 to 2005, Boston Federal Savings Bank; Consultant, TD Banknorth 2005-2007; Director, TD Banknorth — Massachusetts 2005-2007.		7

Gerald J. Levy Age: [77] 4000 W. Brown Deer Road Milwaukee, WI 53209	Vice Chairman of the Board since 1997 and Trustee since 1982. Indefinite Term of Office	Chairman since 1984 and Director since 1963, Guaranty Bank (from 1959 to 1984, he held a series of officer’s positions, including President); Chairman, United States League of Savings Institutions in 1986; Director, FISERV, Inc. since 1986; Director, Guaranty Financial since 1992; Director, Federal Asset Disposition Association from 1986 to 1989; Director from 2005 to 2007 and from 1978 to 1982, Vice Chairman from 1980 to 1982, Federal Home Loan Bank of Chicago; and Member of Advisory Committee, Federal Home Loan Mortgage Corporation and Federal National Mortgage Corporation from 1986 to 1987.		7


	Position(s) Held		No. of
	With Trust, Length	Principal Occupation(s) During Past	Portfolios
	of Time Served and	Five Years, Prior Relevant Experience	in Trust
Name, Age and Address	Term of Office	and Other Directorships	Overseen
William A. McKenna, Jr. Age: [73] 42 Dorothy Grace Road Saugerties, NY 12477	Trustee since 2002. Indefinite Term of Office	Chairman Emeritus and Trustee since 2004, Chairman of the Board and Chief Executive Officer from 1992 to 2004 and President from 1985 to 2001, Ridgewood Savings Bank; Director, RSGroup Trust Company since 2004; Director, Retirement System Group, Inc. since 1998; Trustee, Irish Educational Development Foundation, Inc. since 2003; Trustee, The Catholic University of America since 2002; Trustee, RSI Retirement Trust since 1998; Director, St. Vincent’s Services since 1986; Director, Boys Hope Girls Hope since 1979; Director, Calvary Hospital Fund since 2000; Director, St. Aloysius School since 2004; Director, American Institute of Certified Public Accountants since 2004; Director, AMF Large Cap Equity Institutional Fund, Inc. from 1989 to 2007; Director, M.S.B. Fund, Inc. from 1988 to 2003; and Director, TransVideo Communications, Inc. since 2006.		7

Christopher M. Owen Age: [62] 5615 Chesbro Avenue San Jose, CA 95123	Trustee since 2005. Indefinite Term of Office	President and Chief Executive Officer since 1995 and Chief Financial Officer and Senior Vice President of Operations from 1991 to 1995, Meriwest Credit Union; Director, Meriwest Mortgage, LLC since 1993; Vice President, Manager — Financial Markets Group, Westpac Banking Corporation from 1983 to 1991.		7

Maria F. Ramirez Age: [62] 675 Third Avenue New York City, NY 10017	Trustee since 2005. Indefinite Term of Office	President and Chief Executive Officer, Maria Fiorini Ramirez, Inc. (global economic and financial consulting firm) since 1992; Director, Independence Community Bank from 2000 to 2006; Director, Statewide Savings Bank, SLA from 1989 to 2000; Director, Schroder Hedge Funds Bermuda since January 2004; Trustee, Pace University since 2000 and Member of Pace’s Lubin School of Business Advisory Board since 1997; Trustee, Notre Dame High School from 2001 to 2006; Trustee, Big Brother and Big Sister N.J. from 2003 to 2006; Director, Sovereign Bank since 2006; Director, Security Mutual Insurance Co. since 2006; and Director, Monavie, Inc. since 2007.		7


	Position(s) Held		No. of
	With Trust, Length	Principal Occupation(s) During Past	Portfolios
	of Time Served and	Five Years, Prior Relevant Experience	in Trust
Name, Age and Address	Term of Office	and Other Directorships	Overseen
*Interested Trustees and Officers*
Rodger D. Shay * † Age: [73] 1000 Brickell Avenue Miami, FL 33131	Chairman of the Board since 1997, Trustee since 1993 and Trustee from 1985 to 1990. Indefinite Term of Office	Chairman and Director, Shay Investment Services, Inc. and Shay Financial Services, Inc. since 1997; Chairman, Shay Assets Management, Inc. since 1997; President, Chief Executive Officer and Member of the Managing Board, Shay Assets Management Co. from 1990 to 1997; Director, Horizon Bank, FSB from 1999 to 2005 and Chairman from 1999 to 2002; President, U.S. League Securities, Inc. from 1986 to 1992 and Director from 1986 to 1991; Vice President and Assistant Secretary, AMF Large Cap Equity Institutional Fund, Inc. from 1995 to 2007; Vice President, M.S.B. Fund, Inc. from 1995 to 2003 and Director from 2001 to 2003; Director, First Home Savings Bank, S.L.A. from 1990 to 1998; President, Bolton Shay and Company and Director and officer of its affiliates from 1981 to 1985; and employed by certain subsidiaries of Merrill Lynch & Co. from 1955 to 1981 (where he served in various executive positions including Chairman of the Board, Merrill Lynch Government Securities, Inc.; and Managing Director, Debt Trading Division of Merrill Lynch, Pierce, Fenner & Smith Inc.).		7

Rodger D. Shay, Jr.*† Age: [50] 1000 Brickell Avenue 5th Floor Miami, FL 33131	Trustee since 2002. Indefinite Term of Office President since 2005. Term of Office Expires 2010	President and Chief Executive Officer, Shay Financial Services, Inc. currently and from 1997 to 2007; President, Shay Assets Management, Inc. from 2005 to 2008 and Senior Vice President from 1997 to 2005; Director, Family Financial Holdings, LLC since 2000; Director, First Financial Bank and Trust from 2003 to 2007; Director, First Federal Savings and Loan of Memphis from 1989 to 1991; Director, NCB Holdings Inc. and New Century Bank since 2007.		7


*		This Trustee is an “interested person” of the Trust under the 1940 Act because he holds certain positions with the Trust’s Distributor and/or Investment Adviser and because of his financial interest in Shay Investment Services, Inc., parent company of the Trust’s Investment Adviser, Shay Assets Management, Inc., and Distributor, Shay Financial Services, Inc.

†		Rodger D. Shay, Jr., Trustee, is the son of Rodger D. Shay, Chairman of the Board of Trustees and Trustee.


	Position(s) Held		No. of
	With Trust, Length	Principal Occupation(s) During Past	Portfolios
	of Time Served and	Five Years, Prior Relevant Experience	in Trust
Name, Age and Address	Term of Office	and Other Directorships	Overseen
Robert T. Podraza Age: [65] 1000 Brickell Avenue Miami, FL 33131	Vice President and Assistant Treasurer since 1998. Term of Office Expires 2010	Vice President, Shay Investment Services, Inc. since 1990; Vice President and Chief Compliance Officer, Shay Financial Services, Inc. since 1990 and 1997, respectively; Vice President since 1990 and Chief Compliance Officer from 1997 to 2004, Shay Assets Management, Inc.; Chief Compliance Officer, Shay Financial Services Co. and Shay Assets Management Co. from 1989 to 1997; and Director, National Society of Compliance Professionals from 1996 to 1999.	N/A

Trent M. Statczar Age: [38] 4041 N. High Street Suite 402 Columbus, OH 43214	Treasurer since 2009. Term of Office Expires 2010	Vice President, Beacon Hill Fund Services, Inc. 2008 to present; Senior Vice President of Citi Fund Services Ohio, Inc. from 2007 to 2008; Vice President Citi Fund Services Ohio, Inc. from 2004 to 2007.	N/A

Daniel K. Ellenwood Age: [40] 230 West Monroe Street Suite 2810 Chicago, IL 60606	Secretary since 1998. Anti-Money Laundering Compliance Officer since 2003. Term of Office Expires 2010	Vice President and Chief Compliance Officer since 2004, Assistant Vice President and Operations/Compliance Officer from 2003 to 2004, Operations Manager from 1997 to 2003, Shay Assets Management, Inc.; Compliance Analyst, from 1996 to 2004, Vice President since 2004, Shay Financial Services, Inc. and Anti-money Laundering Compliance Officer, AMF Large Cap Equity Institutional Fund, Inc. from 2003 to 2007.	N/A

Rodney L. Ruehle Age: [41] 4041 N. High Street Suite 402 Columbus, OH 43214	Chief Compliance Officer since 2009. Term of Office Expires 2010	Director, Beacon Hill Fund Services, Inc. 2008 to present; Chief Compliance officer of First Focus Funds, Inc. since December 2009 to present; Vice President, COO Services, Citi Fund Services, Inc. from 2004 to 2008; Director, Fund Administration, Citi Fund Services Inc. from 1995 to 2004.	N/A

Christine A. Cwik Age: [60] 230 West Monroe Street Suite 2810 Chicago, IL 60606	Assistant Secretary since 1999. Term of Office Expires 2010	Executive Secretary, Shay Assets Management, Inc. since 1999; Executive Secretary, Shay Investment Services, Inc. from 1997 to 1999; Executive Secretary, Chicago Bonding from 1991 to 1997.	N/A


	Position(s) Held		No. of
	With Trust, Length	Principal Occupation(s) During Past	Portfolios
	of Time Served and	Five Years, Prior Relevant Experience	in Trust
Name, Age and Address	Term of Office	and Other Directorships	Overseen
Robin M. Baxter Age: [46] 4041 N. High Street Suite 402 Columbus, OH 43214	Assistant Secretary since 2009. Term of Office Expires 2010	Manager, Governance & Regulatory Oversight Services, Beacon Hill Fund Services, Inc. October 2009 to present; Paralegal, Public Finance, Squire, Sanders & Dempsey L.L.P. from 2001-2009; Senior Paralegal at BISYS Fund Services Ohio, Inc. from 2000-2001.	N/A

The following table sets forth the compensation earned by Trustees from the Trust and the fund complex for the fiscal year ended October 31, 2009:


			Pension or		Estimated
			Retirement		Annual		Total
	Aggregate		Benefits Accrued		Benefits		Compensation
	Compensation		as Part of Trust		Upon		from Trust and
Trustee	From the Trust		Expenses		Retirement		Fund Complex
*Independent Trustees*
Richard M. Amis ^*	$	35,000	$	0	$	0	$	35,000
David F. Holland	$	36,500	$	0	$	0	$	36,500
Gerald J. Levy	$	31,500	$	0	$	0	$	31,500
William A. McKenna, Jr.	$	31,500	$	0	$	0	$	31,500
Christopher M. Owen	$	28,500	$	0	$	0	$	28,500
Maria F. Ramirez	$	40,000	$	0	$	0	$	40,000

*Interested Trustees*
Rodger D. Shay	$	0	$	0	$	0	$	0
Rodger D. Shay, Jr.	$	0	$	0	$	0	$	0


^*		Mr. Amis resigned as a Board Member of the Trust on October 1, 2009.

The Independent Trustees receive an annual retainer of $12,000. For each in-person meeting, the meeting attendance fee is $2,500 for board meetings and $1,500 for committee meetings. For each telephonic meeting, the meeting attendance fee is $1,000. An annual retainer of $3,000 and $1,000 is also paid to the chairman of the Audit and Nominating and Governance committees, respectively. During the year ended October 31, 2009, the Board held four regular in-person meetings and one special telephonic meeting.

The Board of Trustees has three standing committees: the Audit Committee, the Nominating and Governance Committee and the Valuation Committee. The Audit Committee held three in-person meetings during the year ended October 31, 2009. The Nominating and Governance Committee held one in-person meeting during the year ended October 31, 2009. The Valuation Committee held six meetings during the year ended October 31, 2009.

The Audit Committee monitors the accounting and reporting policies and practices of the Trust, the quality and integrity of the financial statements of the Trust, compliance by the Trust with legal and regulatory requirements and the independence and performance of the independent registered public accounting firm. The members of the Audit Committee are David F. Holland, Chair, Gerald J. Levy, William A. McKenna, Jr., Christopher M. Owen and Maria F. Ramirez.

The Nominating and Governance Committee is responsible for selection and nomination for election or appointment to the Board of the Independent Trustees. In the event of a vacancy on the Board, the Nominating and Governance Committee receives suggestions from various sources as to suitable candidates, including shareholders of the Trust. Suggestions and other correspondence should be sent in writing to Daniel K. Ellenwood, Secretary, Asset Management Fund, 230 West Monroe Street, Suite 2810, Chicago, Illinois 60606. The Nominating and Governance Committee sets appropriate standards and requirements for nominations for new trustees and reserves the right to interview all candidates and to make the final selection of any new trustees. The members of the Nominating and Governance Committee are William A. McKenna, Jr., Chair, David F. Holland, Gerald J. Levy, Christopher M. Owen and Maria F. Ramirez.

The Valuation Committee, along with the President of the Investment Adviser, are responsible under the Trust’s Pricing Procedures for reviewing and considering valuation recommendations by management for securities for which market quotations are not available or that a portfolio manager believes are being significantly mispriced by an independent pricing service. The members of the Valuation Committee are Maria F. Ramirez, Chair, Rodger D. Shay, Rodger D. Shay, Jr., David F. Holland, Gerald J. Levy, William A. McKenna, Jr. and Christopher M. Owen.

The following table sets forth the dollar range of equity securities beneficially owned by each Trustee (either directly or through institutions in which they serve as an officer) as of [December 31, 2009]:


Dollar Range of Equity Securities in the Funds
																	Aggregate Dollar
																	Range of Equity
																	Securities in All
																	Registered
																	Investment
									Short				U.S.				Companies
			Ultra						U.S.				Govern-		Large		Overseen by
	Money		Short			Ultra			Govern-		Inter-mediate		ment		Cap		Trustee in Family
	Market		Mortgage			Short			ment		Mortgage		Mortgage		Equity		of Investment
Trustee	Fund		Fund			Fund			Fund		Fund		Fund		Fund ¹		Companies
*Independent Trustees*

David F. Holland	$	0	$	[10,001 – 50,000]		$	0		$	0	$	0	$	0	$	0	$	[10,001 – 50,000]

Gerald J. Levy	$	0	$	0		$	[10,001 — 50,00]0	³	$	0	$	0	$	0	$	0	$	[10,001 – 50,000]

William A. McKenna	$	[10,001 – 50,000]	$	[10,001 – 50,000]		$	[1-10,000]		$	0	$	0	$	0	$	0	$	[10,001 – 50,000]

Christopher M. Owen	$	[1-10,000]	$	[1-10,000]	⁴	$	[1-10,000]		$	[1-10,000]	$	[1-10,000]	$	[1-10,000]	$	[1-10,000]	$	[10,001 – 50,000]

Maria F. Ramirez	$	[1-10,000]	$	0		$	0		$	0	$	0	$	0	$	0	$	[1-10,000]

*Interested Trustees*

Rodger D. Shay	$	0	$	0		$	0		$	[10,001-50,000]	$	0	$	0	$	0	$	0

Rodger D. Shay, Jr.	[over $100,000]		[over $100,000]			$	0		$	0	$	0	$	0	$	[10,001-50,000]	[over $100,000]



(1)		The John Hancock Large Cap Select Fund was reorganized into the Large Cap Equity Fund on February 20, 2009.



(2)		^[ Mr. Amis had through an institution he serves as an officer shared voting and investment power over 1,411,962.210 Class I shares of the Money Market Fund, 1,674,012.807 shares of the Ultra Short Mortgage Fund and 292,491.325 shares of the Short U.S. Government Fund and disclaims beneficial ownership of those shares.]



(3)		[Mr. Levy had through an institution he serves as an officer shared voting and investment power over 100,000 shares of the Ultra Short Fund and disclaims beneficial ownership of those shares.]



(4)		^[ Mr. Owen had through an institution he serves as an officer shared voting and investment power over 1,854,052.742 shares of the Ultra Short Mortgage Fund and disclaims beneficial ownership of those shares.]

As of [Date to be inserted], the officers and Trustees of the Trust as a group directly owned less than [1%] of the shares of each Fund (including each class of the Money Market Fund). As of [December 31, 2009], institutions owned by Shay Investment Services, Inc., a closely held corporation majority owned by Messrs. Shay and Shay, Jr., held [683,215.790] shares of the Ultra Short Mortgage Fund, [91,318.069] shares of the Ultra Short Fund and [16,829.614] shares of the Short U.S. Government Fund. Messrs. Shay and Shay, Jr. do not have voting and/or investment power over those shares.

No Independent Trustee owns beneficially or of record, any security of Shay Assets Management, Inc., Shay Financial Services, Inc., or Shay Investment Services Inc. or any person (other than a registered investment company) directly or indirectly controlling, controlled by or under common control with Shay Assets Management, Inc., Shay Financial Services, Inc., or Shay Investment Services Inc.

The following table provides certain information at [date to be inserted] with respect to persons known to the Trust to be record owners of 5% or more of the shares of common stock of the Funds. Shareholders who have the power to vote a large percentage of shares (at least 25%) of a particular Fund can control the Fund and determine the outcome of a shareholder meeting.


*		Percent of outstanding shares with respect to the applicable class for the Money Market Fund.

INVESTMENT ADVISER

The investment adviser of the Trust since December 8, 1997 is Shay Assets Management, Inc. (the “Investment Adviser”), a Florida corporation, with its principal office at 230 West Monroe Street, Suite 2810, Chicago, Illinois 60606. The Investment Adviser is registered as an investment adviser under the Investment Advisers Act of 1940, as amended, and is a wholly-owned subsidiary of Shay Investment Services, Inc., a closely-held corporation majority-owned by Rodger D. Shay, who is a member of the Board of Trustees and Chairman of the Board of Trustees, and Rodger D. Shay, Jr., who is a member of the Board of Trustees, President of the Trust and President of Shay Financial Services, Inc. As a result of the foregoing, Rodger D. Shay and Rodger D. Shay, Jr. are considered interested persons of the Trust.

The Investment Advisory Agreement between the Funds (other than the Ultra Short Fund and the Large Cap Equity Fund) and the Investment Adviser (the “Advisory Agreement”) continues from year to year, subject to termination by the Fund or the Investment Adviser as hereinafter provided, if such continuance is approved at least annually by a majority of the outstanding shares (as defined under “General Information” in this Statement of Additional Information) of each Fund or by the Board of Trustees. The separate Investment Advisory Agreement between the Ultra Short Fund and the Investment Adviser (the “Ultra Short Advisory Agreement”) and the separate Investment Advisory Agreement between the Large Cap Equity Fund and the Investment Adviser (the “Large Cap Equity Advisory Agreement” together with the Ultra Short Advisory Agreement and the Advisory Agreement, the “Advisory Agreements”) continues from year to year, in the same manner as the Advisory Agreement

subject to the continuation provisions described above. The Advisory Agreements must also be approved annually by the vote of a majority of the Trustees who are not parties to each Advisory Agreement or “interested persons” of any party thereto.

The Advisory Agreements for each Fund were continued by the Board of Trustees, including a majority of the Independent Trustees, at a meeting on [January 29, 2010]. The Board of Trustees, including a majority of the Independent Trustees, determined that the Advisory Agreements are fair and reasonable and that the continuance of the agreements is in the best interests of the Trust. The Independent Trustees met separately from the “interested” Trustees of the Trust and officers or employees of the Investment Adviser or its affiliates to consider continuance of the Advisory Agreements and were assisted by legal counsel in making their determination.

As compensation for the services rendered by the Investment Adviser under the Advisory Agreement, the Money Market Fund pays the Investment Adviser a fee, payable monthly, computed as follows with respect to the Money Market Fund: 0.15% per annum of the average daily net assets of the Fund up to and including $500 million; 0.125% per annum of the next $500 million of such net assets; and 0.10% per annum of such net assets over $1 billion. The Advisory Agreement provides that in the event the daily ratio of Expenses (as defined in the Advisory Agreement) to daily net assets with respect to the Fund on any day exceeds 0.75% (such expenses hereinafter called the “Excess Expense” of the Fund), the compensation due to the Investment Adviser for that day shall be reduced, but not below zero, by an amount equal to the Excess Expense of such Fund. The Investment Adviser may voluntarily elect to waive its advisory fees in an amount up to but not to exceed 0.15% of the average daily net assets of the Fund. For the period November 1, 2008 through October 31, 2009 the Investment Adviser voluntarily waived 0.10% of its fee. The voluntary waiver may be terminated at any time by the Investment Adviser.

As compensation for the services rendered by the Investment Adviser under the Advisory Agreement, the Ultra Short Mortgage Fund pays the Investment Adviser a fee, payable monthly, based on an annual percentage of the average daily net assets of the Fund as follows: 0.45% on the first $3 billion; 0.35% of the next $2 billion and 0.25% in excess of $5 billion. The Investment Adviser may voluntarily elect to waive its advisory fees in an amount up to but not to exceed 0.45% of the average daily net assets of the Fund. [For the fiscal year ended October 31, 2009, the Investment Adviser voluntarily waived 0.20% of its fee so that the Fund paid the Investment Adviser a fee of 0.25% of its average daily net assets. This voluntary waiver may be terminated at any time by the Investment Adviser.]

As compensation for the services rendered by the Investment Adviser under the Ultra Short Advisory Agreement, the Ultra Short Fund pays the Investment Adviser a fee, payable monthly, equal to 0.45% per annum of the average daily net assets of the Fund. [For the fiscal year ended October 31, 2009, the Investment Adviser voluntarily waived 0.20% of its fee so that the Fund paid a management fee of 0.25% of its average daily net assets. This voluntary waiver may be terminated at any time by the Investment Adviser.]

As compensation for the services rendered by the Investment Adviser under the Advisory Agreement, each of the Short U.S. Government Fund and the U.S. Government Mortgage Fund pays the Investment Adviser a fee, payable monthly, computed as follows: 0.25% per annum of the average daily net assets of the Fund up to and including $500 million; 0.175% per annum of the next $500 million of such net assets; 0.125% per annum of the next $500 million of such assets; and 0.10% per annum of such net assets over $1.5 billion. The Advisory Agreement provides that in the event the daily ratio of Expenses (as defined in the Agreement) to daily net assets with respect to a Fund on any day exceeds 0.75% (such expenses hereinafter called the “Excess Expense” of such Fund), the compensation due to the Investment Adviser for that day shall be reduced, but not below zero, by an amount equal to the Excess Expense of such Fund.

As compensation for the services rendered by the Investment Adviser under the Advisory Agreement, the Intermediate Mortgage Fund pays the Investment Adviser a fee, payable monthly at the rate of 0.35% per annum of the average daily net assets of the Fund up to and including $500 million; 0.275% per annum of the next $500 million of such net assets; 0.20% per annum of the next $500 million of such net assets; and 0.10% per annum of such net assets over $1.5 billion. The Advisory Agreement provides that in the event the daily ratio of Expenses (as defined in the Agreement) to daily net assets with respect to a Fund on any day exceeds 0.75% (such expenses hereinafter called the “Excess Expense” of such Fund), the compensation due to the Investment Adviser for that day shall be reduced but not below zero, by an amount equal to the Excess Expense of such Fund. The Investment Adviser may voluntarily elect to waive its fees in an amount up to but not to exceed 0.35% of the average daily net assets of the Fund. [For the fiscal year ended October 31, 2009, the Investment Adviser voluntarily waived 0.10% of its fee so that the Fund paid a management fee of 0.25% of its average daily net assets. This voluntary waiver may be terminated at any time by the Investment Adviser.]

As compensation for services to be rendered by the Investment Adviser under the Large Cap Equity Fund Advisory Agreement, the Large Cap Equity Fund pays the Investment Adviser a fee based on average net assets of the Fund, computed daily and payable monthly, at the annual rate of .65% for the first $250 million and .55% for assets over $250 million.


	Investment Advisory Fees Paid
Fund	2009		2008		2007
Money Market*	$	[______]	$	32,655	$	0
Ultra Short Mortgage*		[______]		4,153,054		5,530,179
Ultra Short*		[______]		312,551		500,131
Short U.S. Government*		[______]		268,043		364,857
Intermediate Mortgage*		[______]		394,919		622,923
U.S. Government Mortgage*		[______]		233,664		359,452
Large Cap Equity Fund**		[______]		319,622		325,695


	Investment Advisory Fees Waived
Fund	2009		2008		2007
Money Market*	$	[______]	$	220,437	$	274,099
Ultra Short Mortgage*		[______]		3,322,460		4,424,192
Ultra Short*		[______]		250,042		400,110
Intermediate Mortgage*		[______]		157,965		249,167


*		For the fiscal year ended October 31.


**		For the fiscal year and the ten-month period ended October 31 for 2008 and 2007, respectively. Prior to the reorganization of the Predecessor Fund into the Large Cap Equity Fund on January 8, 2007, the Predecessor Fund paid the Investment Adviser a fee from the Predecessor Fund computed at the annual rate of 0.75% of the first $100,000,000 of the Predecessor Fund’s average daily net assets and 0.50% of the Predecessor Fund’s average daily net assets in excess of $100,000,000. The fee payable to the Investment Adviser was reduced (but not below zero) to the extent the expenses of the Predecessor Fund (exclusive of professional fees, such as legal and audit fees, directors’ fees and expenses and distribution expenses, if any, payable under Rule 12b-1) exceeded 1.10% of the Predecessor Fund’s average daily net assets during any fiscal year during the term of the Predecessor Fund’s agreement with the Investment Adviser.

The Investment Adviser may from time to time enter into arrangements with entities such as trade associations and affinity groups (“organizations”) whereby the Investment Adviser agrees to pay such an organization a portion of the management fees received by the Investment Adviser with respect to assets invested in the Funds by members of the organization for certain services or products (such as use of logos or membership lists, bundling with or placement of articles in newsletters or other organization publications, directory listings, and space at trade shows) provided by the organization.

The Advisory Agreements provide that the Investment Adviser shall not be liable for any error of judgment or mistake of law or for any loss suffered by any Fund in connection with the matters to which the Advisory 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 the amount set forth in Section 36(b)(3) of the 1940 Act) 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 the Advisory Agreements.

The Advisory Agreements will terminate automatically upon assignment and are terminable with respect to a Fund at any time without penalty by the Board of Trustees or by a vote of a majority of the outstanding shares (as defined under “General Information” in this Statement of Additional Information) of the Fund on 60 days’ written notice to the Investment Adviser, or by the Investment Adviser on 90 days’ written notice to the Fund.

Portfolio Managers

The portfolio managers of the Investment Adviser manage the Funds’ investments as a team. The portfolio managers responsible for the day-to-day management of each Fund’s, except the Large Cap Equity Fund, investments are David F. Adamson, Maggie Bautista, Sean Kelleher and David Woods. The portfolio managers responsible for the day-to-day management of the Large Cap Equity Fund’s investments are John J. McCabe and Mark F. Trautman. The table below shows other accounts for which the portfolio managers of the Funds are responsible for the day-to-day portfolio management as of [October 31, 2009].


						Number of
						Accounts
						Managed with
Name of		Number of				Advisory Fee
Portfolio		Accounts		Total Assets		Based on
Manager	Type of Account	Managed		Managed		Performance
David F. Adamson	Registered investment companies:		0		0		0
	Other pooled investment vehicles:		0		0		0
	Other advisory accounts:		0		0		0

Maggie Bautista	Registered investment companies:		0		0		0
	Other pooled investment vehicles:		0		0		0
	Other advisory accounts:		0		0		0

Sean Kelleher	Registered investment companies:		0		0		0
	Other pooled investment vehicles:		0		0		0
	Other advisory accounts:		0		0		0

David Woods	Registered investment companies:		0		0		0
	Other pooled investment vehicles:		0		0		0
	Other advisory accounts:		0		0		0

Mark F. Trautman	Registered investment companies:		1		[$40,000,000]		0
	Other pooled investment vehicles:		0		0		0
	Other advisory accounts:		0		0		0

John J. McCabe	Registered investment companies:		1		[$40,000,000]		0
	Other pooled investment vehicles:		0		0		0
	Other advisory accounts:		0		0		0

Investment decisions for each Fund are made independently from those for the other Funds and other accounts advised by the Investment Adviser. It may happen, on occasion, that the same security is held in one Fund and in another Fund or in another account advised by the Investment Adviser. Simultaneous transactions are likely when several portfolios are advised by the same investment adviser, particularly when a security is suitable for the investment objectives of more than one of such accounts. When two or more Funds or accounts advised by the Investment Adviser are simultaneously engaged in the purchase or sale of the same security, the transactions are allocated to the respective Funds or accounts, both as to amount and price, in accordance with a method deemed equitable to each Fund or account. In some cases, this system may adversely affect the price paid or received by a Fund or the size of the security position obtainable for such Fund.

The compensation of the portfolio managers for each Fund, except the Large Cap Equity Fund, consists of a base salary which is typically augmented by semi-annual subjective bonus payments based on periods ended June 30th and December 31st. The compensation of the portfolio managers for the Large Cap Equity Fund consists of a base salary which is typically augmented by annual subjective bonus payments. During cycles of rapidly rising assets under management, aggregate annual bonus compensation may exceed base salary compensation. In periods of rapidly declining assets under management, the opposite may be true. Bonus incentives can also be affected by long term risk-adjusted return performance.

The following table sets forth the dollar range of equity securities beneficially owned by each portfolio manager as of [October 31, 2009]:

Dollar Range of Equity Securities in the Funds

Ultra

U.S.

Large

Money

Short

Ultra

Short U.S.

Intermediate

Government

Cap

Market

Mortgage

Short

Government

Mortgage

Equity

Portfolio Manager

Fund

David F. Adamson

None

[$50,001-$100,000]

None

Maggie Bautista

None

Sean Kelleher

None

David Woods

None

Mark F. Trautman

None

John J. McCabe

None

DISTRIBUTOR

Shay Financial Services, Inc. is a registered broker-dealer and the Funds’ principal distributor (the “Distributor”). The Distributor, a Florida corporation, is a wholly-owned subsidiary of Shay Investment Services, Inc., which is a closely-held corporation majority owned by Rodger D. Shay, who is a member of the Board of Trustees and Chairman of the Board of Trustees, and Rodger D. Shay, Jr., who is a member of the Board of Trustees, President of the Trust and President of the Distributor. The Distributor is located at 230 West Monroe Street, Suite 2810, Chicago, Illinois 60606-4902.

As compensation for distribution services with regard to the Class I shares of the Money Market Fund and the Short U.S. Government Fund, the Trust pays the Distributor a fee, payable monthly, with respect to those Funds at the rate of 0.15% per annum of the combined average daily net assets of both Funds up to and including $500 million; plus 0.125% per annum of the next $500 million of such combined net assets; plus 0.10% per annum of the next $1 billion of such combined net assets; plus 0.075% per annum of such combined net assets over $2 billion. This fee is allocated between the two Funds based on their relative average net assets. For the fiscal year ended [October 31, 2009], the

Distributor voluntarily waived a portion of its fee with respect to the Class I shares of the Money Market Fund so that the Fund paid the Distributor a fee of 0.05% of the average daily net assets of the Class I shares of the Money Market Fund. This voluntary waiver may be terminated at any time by the Distributor. For the fiscal year ended [October 31, 2009], the Distributor voluntarily waived a portion of its fee so that the Fund paid the Distributor a fee of [0.55%] of the Fund’s average daily net assets. The Distributor voluntarily waived an additional amount of its fees during the fiscal year. This voluntary waiver may be terminated at any time by the Distributor.]

As compensation for distribution services, the Ultra Short Mortgage Fund pays the Distributor a fee, payable monthly at the rate of 0.25% per annum of the average daily net assets of the Fund. The Distributor may voluntarily elect to waive its 12b-1 fees in an amount up to but not to exceed 0.25% of the average daily net assets of the Fund. [For the fiscal year ended [October 31, 2009], the Distributor voluntarily waived 0.10% of its fee so that the Fund paid the Distributor a fee of 0.15% of the Fund’s average daily net assets. This voluntary waiver may be terminated at any time by the Distributor.]

As compensation for distribution services, the Ultra Short Fund pays the Distributor a fee, payable monthly, with respect to the Fund at the rate of 0.25% per annum of the average daily net assets of the Fund. The Distributor may voluntarily elect to waive its fees in an amount up to but not to exceed 0.25% of the average daily net assets of the Fund. [The Distributor voluntarily waived 0.10% of its fee so that the Fund paid the Distributor a fee of 0.15% of the Fund’s average daily net assets. This voluntary waiver may be terminated by the Distributor at any time.]

As compensation for distribution services, each of the Intermediate Mortgage Fund and the U.S. Government Mortgage Fund pays the Distributor a fee, payable monthly, at the rate of 0.15% per annum of the average daily net assets of each Fund up to and including $500 million; 0.125% per annum of the next $500 million of such net assets; 0.10% per annum of the next $500 million of such net assets; and 0.075% per annum of such net assets over $1.5 billion.

As compensation for distribution services, class AMF shares of the Large Cap Equity Fund pays the Distributor a fee, payable monthly at the rate of 0.25% per annum of the average daily net assets. The Distributor may voluntarily elect to waive its fees in an amount up to but not to exceed 0.25% of the average daily net assets of the Fund. [For the fiscal year ended October 31, 2009], the Distributor voluntarily waived 0.10% of its fee so that Class AMF shares of the Fund paid the Distributor a fee of 0.15% of average daily net assets. This voluntary waiver may be terminated by the Distributor at any time.] Class H shares of the Large Cap Equity Fund do not pay any distribution fees. Prior to the reorganization of the Predecessor Fund into the Large Cap Equity Fund on January 8, 2007, the Predecessor Fund did not pay any distribution fees.

[This Space Intentionally Left Blank.]


	Distribution Fees Paid
Fund	2009		2008		2007
Money Market*	$	[_____]		314,011	$	304,904
Ultra Short Mortgage*		[_____]		2,491,854		3,318,123
Ultra Short*		[_____]		187,532		300,080
Short U.S. Government*		[_____]		160,827		218,915
Intermediate Mortgage*		[_____]		236,953		373,756
U.S. Government Mortgage*		[_____]		140,199		215,672
Large Cap Equity**		[_____]		73,759		72,702


	Distribution Fees Waived
Fund	2009	2008		2007
Money Market*	$ [___]	$	146,867	$	171,168
Ultra Short Mortgage*	[___]		1,661,200		2,212,056
Ultra Short*	[___]		125,019		200,051
Large Cap Equity**	[___]		49,172		47,862


*		For the fiscal year ended October 31.


**		For the fiscal year and the ten-month period ended October 31 for 2008 and 2007, respectively.

The Distributor is obligated under the Distribution Agreement to bear the costs and expenses of printing and distributing copies of prospectuses and annual and interim reports of the Trust (after such items have been prepared and set in type) that are used in connection with the offering of shares of the Trust to investors, and the costs and expenses of preparing, printing and distributing any other literature used by the Distributor in connection with the offering of the shares of the Funds for sale to investors.

The Trust has been informed by the Distributor that during its fiscal year, of the fees received by the Distributor with respect to the Funds, the following expenditures were made:

Compensation

Employee

Other

Paid to Broker-

Compensation

Staff Travel &

Administrative

Fund

Advertising

Printing

Dealers

& Costs

Expense

Money Market

[______]

Ultra Short Mortgage

[______]

Ultra Short

[______]

Short U.S. Government

[______]

Intermediate Mortgage

[______]

U.S. Government Mortgage

[______]

Large Cap Equity

[______]

The Distributor and its affiliated persons, including Rodger D. Shay, who is a member of the Board of Trustees and Chairman of the Board of Trustees, Rodger D. Shay, Jr., who is a member of the Board of Trustees and President of the Trust, Robert T. Podraza, who is Vice President and Assistant Treasurer of the Trust, and Daniel K. Ellenwood, who is Secretary of the Trust, have a direct or indirect financial interest in the operation of the Funds’ Rule 12b-1 Plan and related Distribution Agreement. None of the Trustees who are not interested persons of the Trust have any direct or indirect financial interest in the operation of the Funds’ Rule 12b-1 Plan and related Distribution Agreement.

The Trust has appointed the Distributor to act as the principal distributor of the Fund’s continuous offering of shares pursuant to a Distribution Agreement dated December 8, 1997 between the Trust and the Distributor (the “Distribution Agreement”). The initial term of the Distribution Agreement was completed as of March 1, 1999, and now continues in effect from year to year thereafter, subject to

termination by the Trust or the Distributor as hereinafter provided, if approved at least annually by the Board of Trustees and by a majority of the Trustees who are not “interested persons” of the Trust and have no direct or indirect financial interest in the arrangements contemplated by the agreement.

The Trust’s Rule 12b-1 Plan requires the Board of Trustees to make a quarterly review of the amount expended under the Rule 12b-1 Plan and the purposes for which such expenditures were made. The Rule 12b-1 Plan may not be amended to increase materially the amount paid by a Fund thereunder without shareholder approval. All material amendments to the Rule 12b-1 Plan must be approved by the Board of Trustees and by the “disinterested” Trustees referred to above. The Rule 12b-1 Plan will terminate automatically upon its assignment and is terminable at any time without penalty by a majority of the Trustees who are “disinterested” as described above or by a vote of a majority of the outstanding shares (as defined under “General Information” in this Statement of Additional Information) of each Fund on 60 days’ written notice to the Distributor, or by the Distributor on 90 days’ written notice to the Trust. Although the Distributor’s fee is calculable separately with respect to each Fund and the Distributor reports expense information to the Trust on a Fund-by-Fund basis, any 12b-1 fee received by the Distributor in excess of expenses for a given Fund may be used for any purpose, including payment of expenses incurred in distributing shares of another Fund, to compensate another dealer for distribution assistance or payment of the Distributor’s overhead expenses.

The Investment Adviser or Distributor, out of its own resources and without additional costs to the Funds or their shareholders, may provide additional cash payments or non-cash compensation to intermediaries who sell shares of the Funds in recognition of their marketing, transaction processing and/or administrative services support.

The Trust, the Investment Adviser and the Distributor have adopted codes of ethics under Rule 17j-1 under the 1940 Act. Board members and officers of the Trust and employees of the Investment Adviser and Distributor are permitted to make personal securities transactions, including transactions in securities that may be purchased or held by the Funds, subject to requirements and restrictions set forth in the codes of ethics. The codes of ethics contain provisions and requirements designed to identify and address certain conflicts of interest between personal investment activities and the interests of the Funds. Portfolio managers, traders, research analysts and others involved in the investment advisory process are subject to special standards. Among other things, the codes of ethics prohibit certain types of transactions absent prior approval, impose time periods during which personal transactions may not be made in certain securities, and require the submission of quarterly reporting of securities transactions. Exceptions to these and other provisions of the codes of ethics may be granted in particular circumstances after review by appropriate personnel.

It is not anticipated that the Funds, other than the Large Cap Equity Fund, will invest in voting securities. For the Large Cap Equity Fund and other Funds that invest in voting securities, the Trust has delegated to the Investment Adviser the responsibility for voting the proxies related to such securities, subject to the Board of Trustee’s oversight. It is the Investment Adviser’s policy to vote proxies in a manner that is most economically beneficial to a Fund. The Investment Adviser’s Proxy Policy contains guidelines which reflect the Investment Adviser’s policies with respect to voting for or against certain matters (e.g., anti-takeover provisions, socially active causes and routine matters). When a vote presents a conflict between the interests of Fund shareholders and the interests of the Investment Adviser or Distributor, a special internal review by the Investment Adviser’s Executive Committee determines the vote. Information regarding how the Funds voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available without charge, upon request, by calling 1-800-527-3713 or on the Securities and Exchange Commission’s website at http://www.sec.gov.

FUND SERVICES

Effective November 1, 2009, The Northern Trust Company (“Northern Trust”), 50 South LaSalle Street, Chicago, Illinois 60603, has served as the Trust’s custodian, financial administrator and fund accountant with respect to each Fund. Effective November, 20, 2009, Northern Trust has served as the transfer agent to the Funds.

Northern Trust and the Trust have entered into a Custody Agreement (“Custody Agreement”), pursuant to which Northern Trust serves as the Trust’s custodian with respect to the Funds and, among other things, will maintain custody of the Funds’ cash and securities. In addition, Northern Trust is the financial administrator and fund accountant for the Trust. Pursuant to the terms of the Fund Administration and Accounting Services Agreement between the Trust and Northern Trust (the “Fund Accounting Agreement”), Northern Trust provides various administrative and fund accounting services to the Funds, which include (i) computing each Fund’s net asset value for purposes of the sale and redemption of its shares, (ii) computing each Fund’s dividend payables, (iii) preparing certain periodic reports and statements, and (iv) maintaining the general ledger accounting records for each Fund.

Pursuant to the terms of the transfer agency agreement between the Trust and Northern Trust (the “Transfer Agency Agreement”), Northern Trust provides various transfer agency services to the Funds, including, but not limited to, (i) processing shareholder purchase and redemption requests, (ii) processing dividend payments and (iii) maintaining shareholder account records.

As compensation for its services under the Custody Agreement, Transfer Agency Agreement and the Fund Accounting Agreement, the Trust has agreed to pay Northern Trust a fee of $680,000 for the aggregate services, with no charge for normal out-of-pocket expenses related to routine activities for the first two years of service. For the third year of service the Trust has agreed to pay Northern Trust a fee of $680,000 for the aggregate services, with the Funds being responsible for any normal out-of-pocket expenses in excess of $200,000.

Prior to November 1, 2009, Citi Fund Services Ohio, Inc. (“Citi”) served as administrator, fund accountant and transfer agent to the Trust.1 As compensation for these services rendered by Citi, the Trust paid the following amounts to Citi:


	FUND SERVICES FEES PAID (FEES WAIVED)
FUND	2008		2007		2006
Money Market*	$	50,619	$	54,818	$	37,083
Ultra Short Mortgage*		431,131		521,187		544,307
Ultra Short*		37,507		60,015		66,251
Short U.S. Government*		32,166		43,782		46,584
Intermediate Mortgage*		47,391		74,749		79,701
U.S. Government Mortgage*		28,040		43,138		49,210
Large Cap Equity**		14,752		16,098		92,450



^*		For the fiscal year ended October 31.



^**		For the fiscal year and the ten-month period ended October 31 for 2008 and 2007, respectively, and for the fiscal year ended December 31 for 2006. The Large Cap Equity Fund’s fees for 2006 are based on the



1		Citi provided transfer agency services through November 20, 2009.


		Administration Agreement between the Predecessor Fund and Citi. Prior to the reorganization of the Predecessor Fund into the Large Cap Equity Fund on January 8, 2007, the Predecessor Fund paid Citi for its services as administrator and fund accountant a fee computed at the annual rate of 0.10% of the first $200 million of the Predecessor Fund’s average net assets, 0.075% of the next $200 million of the Predecessor Fund’s average net assets, 0.075% of the next $200 million of average net assets, with further reductions in the applicable rate for the net assets of $400 million, subject to a minimum annual charge of $80,400.

Effective November 1, 2009, the Trust also entered into a compliance services agreement with Beacon Hill Fund Services, Inc. (“Beacon Hill”). Pursuant to the terms of the Compliance Services Agreement, Beacon Hill makes available an individual to serve as the Trust’s chief compliance officer. The chief compliance officer is responsible for administering the Trust’s compliance policies and procedures and annually reviewing the compliance policies and procedures of the Trust and the Trust’s service providers in accordance with Rule 38a-1 under the 1940 Act. As compensation for the services to each Fund rendered by Beacon Hill under the compliance services agreement, the Trust has agreed to pay Beacon Hill an annual fee of $115,000 plus out-of-pocket expenses.

Prior to November 1, 2009, Citi provided these compliance services pursuant to a separate compliance services agreement. For the periods ended September 30, 2007 and September 30, 2008, the Trust paid Citi $109,307 and $146,070, respectively, plus out-of-pocket expenses and a prorated portion of an annual fee of $25,000 for the Large Cap Equity Fund for the period January 8, 2007 to September 30, 2007. Prior to the reorganization of the Predecessor Fund into the Large Cap Equity Fund on January 8, 2007, the Predecessor Fund paid Citi a fee of $50,000, plus out-of-pocket expenses, for services rendered under a separate compliance services agreement.

The Trust has also entered into an agreement with Beacon Hill to provide governance and regulatory oversight services to the Trust. Under the terms of this agreement, Beacon Hill will perform and coordinate Fund governance and regulatory oversight activities of the Trust, including but not limited to, monitoring activities of its third party service providers, coordinating and filing amendments to the Trust’s registration statement and financial filings, preparing and distributing material for board meetings and maintaining all books and records as required by the federal securities laws.

As compensation for its services under the agreement, the Trust has agreed to pay Beacon Hill a fee at an annual rate of 0.02% of the average daily assets of the Trust for the first $1 billion and 0.15% of the average daily assets for assets in excess of $1 billion, with a minimum annual fee of $150,000, plus out-of-pocket expenses.

DETERMINATION OF NET ASSET VALUE

With respect to the Money Market Fund, the Trust relies on an exemptive rule (Rule 2a-7 under the 1940 Act) promulgated by the Securities and Exchange Commission permitting the Fund to use the amortized cost procedure in valuing the Money Market Fund’s investments. This involves valuing an instrument at its cost and thereafter assuming a constant amortization to maturity of any discount or premium, regardless of the impact of fluctuating interest rates on the market value of the instrument. While this method provides certainty in valuation, it may result in periods during which value, as determined by amortized cost, is higher or lower than the price the Fund would receive if it sold the instrument. The Board of Trustees has determined that, absent unusual circumstances, the amortized cost method of valuation will fairly reflect the value of each shareholder’s interest. As a condition to the use of the amortized cost method of valuation pursuant to such exemptive rule, the Money Market Fund is required to maintain a dollar-weighted average portfolio maturity of 90 days or less, purchase instruments having remaining maturities of 397 days or less only, and invest only in securities determined by the

Board of Trustees to be of eligible quality with minimal credit risks. (See rating requirements under “The Funds’ Objectives and Investment Policies—FDIC Insured Institutions” in this Statement of Additional Information.) An instrument which has a variable or floating rate of interest may be deemed under certain circumstances to have a maturity equal to the longer of the period remaining until the next readjustment of the interest rate or the period remaining until the principal amount can be recovered through demand.

The Board of Trustees has established procedures reasonably designed, taking into account current market conditions and the Fund’s investment objective, to stabilize the price per share of shares of the Money Market Fund as computed for the purpose of distribution and redemption at $1.00. Such procedures include review by the Board of Trustees, as it may deem appropriate and at such intervals as are reasonable in light of current market conditions, of the deviation between the net asset value per share calculated by using available indications of market value and the net asset value per share using amortized cost values. The Investment Adviser has been delegated the authority to determine the market values of the securities held by the Fund through use of its fixed income fair value pricing methodology, provided that any changes in the methods used to determine market values are reported to and reviewed by the Board of Trustees.

The extent of any deviation between the net asset value per share of the Money Market Fund based upon available market quotations or market equivalents and $1.00 per share based on amortized cost will be examined by the Board of Trustees. If such deviation exceeds ¹ / 2 of 1%, the Board of Trustees will promptly consider what action, if any, will be initiated. In the event the Board of Trustees determines that a deviation exists that may result in material dilution or other unfair results to investors or existing shareholders, it shall take such corrective action as it deems appropriate to eliminate or reduce to the extent reasonably practicable such dilution or unfair results, including the sale of portfolio instruments prior to maturity to realize capital gains or losses or to shorten average portfolio maturity, withholding dividends or payment of distributions from capital or capital gains, redemptions of shares in kind, or establishing a net asset value per share by using available market quotations.

For purposes of determining the net asset value per share of each other Fund (except the Large Cap Equity Fund), investments will be valued at prices obtained from one an independent pricing services or, for certain securities, the Board of Trustees has approved the daily use of a fixed income fair value pricing methodology developed by the Investment Adviser that the Board believes reflects the fair value of such securities. The Large Cap Equity Fund uses market prices in valuing portfolio securities, but may use fair value estimates if reliable market prices are unavailable. Due to the subjective and variable nature of fair value pricing, it is possible that the fair value determined for a particular security may be materially different from the value realized upon such security’s sale. Short-term instruments maturing within 60 days of the valuation date may be valued based upon their amortized cost.

CERTAIN FEDERAL INCOME TAX MATTERS

The following discussion is not intended to be a full discussion of federal income tax laws and their effect on shareholders. Investors should consult their own tax advisers as to the tax consequences of ownership of shares.

Each of the Fund’s portfolios is treated as a separate entity for federal income tax purposes, and thus the provisions of Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), applicable to regulated investment companies are applied to each Fund separately, rather than to the Trust as a whole. In addition, net long-term and short-term capital gains and losses, net investment income, operating expenses and all other items are determined separately for each Fund.

Each Fund has qualified and intends to continue to qualify as a regulated investment company under Subchapter M of the Code. In order to so qualify, each Fund must, among other things: (a) diversify its holdings so that generally, at the end of each quarter of the taxable year, (i) at least 50% of the value of its total assets is represented by cash and cash items, government securities, securities of other regulated investment companies and other securities with such other securities limited, in respect of any one issuer, to an amount not greater than 5% of the value of the Fund’s total assets and not more than 10% of the outstanding voting securities of such issuer, and (ii) not more than 25% of the value of its total assets is invested in the securities of any one issuer (other than government securities or the securities of other regulated investment companies), the securities of two or more issuers (other than the securities of other regulated investment companies) which the Fund controls and which are engaged in the same or similar trades or business, or the securities of one or more qualified publicly traded partnerships; and (b) derive at least 90% of its gross income from dividends, interest, payments with respect to securities loans, gains from the sale or other disposition of stock, securities or foreign currencies, other income derived with respect to its business of investing in stock, securities or currencies, and net income derived from interests in qualified publicly traded partnerships. If a Fund qualifies as a regulated investment company, it will not be subject to federal income tax on its net investment income and net capital gains distributed to shareholders, provided at least 90% of its investment company taxable income for the taxable year (computed without regard to the deduction for dividends paid) is so distributed.

Dividends and distributions are taxable to shareholders whether they are reinvested in Fund shares or paid in cash. Dividends of each Fund’s net investment income (which generally includes interest and dividend income, less certain expenses), other than “qualified dividend income,” and distributions of net short-term capital gains (i.e., the excess of net short-term capital gains over net long-term capital losses) are taxable to shareholders as ordinary income. Distributions of qualified dividend income (generally dividends received from domestic corporations and qualified foreign corporations) are taxable to individual and other non-corporate shareholders at the federal income tax rates applicable to long-term capital gains, provided certain holding period and other requirements are satisfied. Unless extended by future legislation, the preferential treatment given qualified dividend income will not apply for taxable years beginning after December 31, 2010 and such income will be taxable as ordinary income. Distributions of net capital gains (i.e., the excess of net long-term capital gains over net short-term capital losses) are taxable to shareholders as long-term capital gains, regardless of how long the shareholder has held the shares of the Fund. Under the Code, net long-term capital gains received by corporate shareholders (including net long-term capital gain distributions by a Fund) are taxed at the same rates as ordinary income. Net long-term capital gains received by individual and other non-corporate shareholders (including net long-term capital gain distributions by a Fund) are generally taxed at a maximum rate of 15%, but this rate will increase to 20% after 2010 unless legislation to extend the lower rate is enacted.

Because no portion of the income of any Fund, other than the Large Cap Equity Fund, will consist of dividends from domestic corporations or qualified foreign corporations, dividends paid by the Funds, other than the Large Cap Equity Fund, are not expected to be treated as qualified dividend income, eligible for reduced rates of federal income taxation when received by non-corporate shareholders, and will not qualify for the “dividends received deduction” available to corporate shareholders. A portion of the dividends paid by the Large Cap Equity Fund are expected to be treated as qualified dividend income and are expected to be eligible for the dividends received deduction, provided certain holding period and other requirements are met at both the Fund and the shareholder levels.

[To be Provided in 485(b) Filing: For federal income tax purposes at October 31, 2008, the Money Market Fund had a capital loss carryforward of $181,849, of which $181,035 expires in 2011, $407 expires in 2013 and $407 expires in 2015. The Ultra Short Mortgage Fund had a capital loss carryforward of $103,448,863, of which $2,995,058 expires in 2010, $33,378,700 expires in 2011,

$24,633,492 expires in 2012, $19,172,685 expires in 2013, $13,969,341 expires in 2014, $1,808,482 expires in 2015 and $7,491,105 in 2016. The Ultra Short Fund had a capital loss carryforward of $12,679,064, of which $1,342,312 expires in 2010, $1,849,300 expires in 2011, $1,616,100 expires in 2012, $1,507,357 expires in 2013, $1,784,218 expires in 2014, $1,128,002 expires in 2015 and 3,451,774 in 2016. The Short U.S. Government Fund had a capital loss carryforward of $5,109,205, of which $236,551 expires in 2011, $757,854 expires in 2012, $1,805,629 expires in 2013, $880,563 expires in 2014, $357,577 expires in 2015 and $1,071,031 in 2016. The Intermediate Mortgage Fund had a capital loss carryforward of $13,586,677, of which $312,894 expires in 2010, $3,013,622 expires in 2011, $2,261,965 expires in 2012, $1,821,864 expires in 2013, $2,863,116 expires in 2014, $1,013,863 expires in 2015 and $2,299,353 in 2016. The U.S. Government Mortgage Fund had a capital loss carryforward of $7,770,053, of which $181,530 expires in 2010, $1,808,782 expires in 2011, $2,721,813 expires in 2012 and $3,057,928 expires in 2014. All capital loss carryforwards of a Fund are available to offset future realized capital gains, if any, of such Fund.]

Gain or loss realized upon a sale or redemption of shares of a Fund by a shareholder who is not a dealer in securities will generally be treated as long-term capital gain or loss if the shares have been held for more than one year and, if not held for such period, as short-term capital gain or loss. Any loss realized by a shareholder upon the sale or redemption of a Fund’s shares held for six months or less will be treated as a long-term capital loss to the extent of any long-term capital gain distributions received by the shareholder with respect to such shares. All or a portion of any loss realized upon the redemption of shares of a Fund will be disallowed if shares of the Fund or substantially identical stock or securities are acquired (through reinvestment of dividends or otherwise) within 30 days before or after the disposition. In such a case, the basis of the newly acquired shares will be adjusted to reflect the disallowed loss. A shareholder’s ability to utilize capital losses may be limited by the Code.

A dividend or distribution received shortly after the purchase of shares reduces the net asset value of the shares by the amount of the dividend or distribution and, although in effect a return of capital, will be taxable to the shareholder. If the net asset value of shares were reduced below the shareholder’s cost by dividends or distributions representing gains realized on sales of securities, such dividends or distributions would be a return of investment though taxable to the shareholder in the same manner as other dividends or distributions.

If a Fund invests in certain positions, such as zero coupon securities, deferred interest securities or, in general, any other securities with original issue discount (or with market discount if the Fund elects to include market discount in income currently), the Fund must accrue income on such investments for each taxable year, which generally will be prior to the receipt of the corresponding cash payments. However, a Fund must distribute, at least annually, all or substantially all of its net investment income, including such accrued income, to avoid U.S. federal income and excise taxes. Therefore, a Fund may have to dispose of its portfolio securities under disadvantageous circumstances to generate cash, or may have to leverage itself by borrowing the cash, to satisfy distribution requirements.

The Funds may acquire market discount bonds. A market discount bond is a security acquired in the secondary market at a price below its redemption value (or its adjusted issue price if it is also an original issue discount bond). If a Fund invests in a market discount bond, it will be required to treat any gain recognized on the disposition of such market discount bond as ordinary income (instead of capital gain) to the extent of the accrued market discount unless the Fund elects to include the market discount in income as it accrues as discussed above.

A Fund’s investment in lower-rated or unrated debt securities may present issues for the Fund if the issuers of these securities default on their obligations because the federal income tax consequences to a holder of such securities are not certain.

A Fund’s transactions in forward contracts, options, futures contracts and hedged investments may be subject to special provisions of the Code that, among other things, may affect the character of gain and loss realized by such Fund (i.e., affect whether gain or loss is ordinary or capital), accelerate recognition of income to such Fund, defer such Fund’s losses, and affect whether capital gain and loss is characterized as long-term or short-term. These rules could therefore affect the character, amount and timing of distributions to shareholders of such Fund. These provisions may also require a Fund to mark-to-market certain types of the positions in its portfolio (i.e., treat them as if they were closed out), which may cause that Fund to recognize income without receiving cash with which to make distributions in amounts necessary to satisfy the distribution requirements for avoiding federal income and excise taxes. Each Fund will monitor its transactions in such investments, if any, make the appropriate tax elections, and make the appropriate entries in its books and records when it acquires any option, futures contract, forward contract, or hedged investment in order to mitigate the effect of these rules, prevent disqualification of such Fund as a regulated investment company, and minimize the imposition of federal income and excise taxes.

A Fund’s entry into a short sale transaction, an option or certain other contracts could be treated as the constructive sale of an appreciated financial position, causing the Fund to realize gain, but not loss, on the position.

A portion of a Fund’s income received from a residual interest in a REMIC (referred to in the Code as an “excess inclusion”) will be subject to federal income tax in all events. Under a notice issued by the Internal Revenue Service (“IRS”), excess inclusion income of a regulated investment company, such as a Fund, is allocated to shareholders of the regulated investment company in proportion to the dividends received by such shareholders, with the same consequences as if the shareholders held the related REMIC residual interest directly. In general, excess inclusion income allocated to shareholders (a) cannot be offset by net operating losses (subject to a limited exception for certain thrift institutions), (b) will constitute unrelated business taxable income to entities (including a qualified pension plan, an individual retirement account, a 401(k) plan, a Keogh plan or other tax-exempt entity) subject to tax on unrelated business income, thereby potentially requiring such an entity that is allocated excess inclusion income, and otherwise might not be required to file a federal income tax return, to file a tax return and pay tax on such income, and (c) in the case of a foreign shareholder, will not qualify for any reduction in U.S. federal withholding tax. In addition, if at any time during any taxable year a “disqualified organization” (as defined by the Code) is a record holder of a share in a regulated investment company, then the regulated investment company will be subject to a tax equal to that portion of its excess inclusion income for the taxable year that is allocable to the disqualified organization, multiplied by the highest federal income tax rate imposed on corporations.

Each Fund generally will be subject to a 4% nondeductible federal excise tax to the extent the Fund does not meet certain minimum distribution requirements by the end of each calendar year. To avoid the imposition of the 4% excise tax, a Fund must distribute at least 98% of its taxable ordinary income for the calendar year and at least 98% of the excess of its capital gains over capital losses realized during the one-year period ending October 31 (in most cases) of such year as well as amounts that were neither distributed nor taxed to the Fund during the prior calendar year. Each Fund intends to declare or distribute dividends during the calendar year in an amount sufficient to prevent imposition of this 4% excise tax.

Dividends declared to shareholders of record in October, November or December and actually paid in January of the following year will be treated as having been received by shareholders on December 31 of the calendar year in which declared. Under this rule, therefore, a shareholder may be taxed in one year on dividends or distributions actually received in January of the following year.

A Fund may be required to withhold, for U.S. federal income tax purposes, a portion of all distributions and redemption proceeds payable to shareholders who fail to provide such Fund with their correct taxpayer identification number or who fail to make required certifications or if the Fund or the shareholder has been notified by the IRS that the shareholder is subject to backup withholding. Certain corporate and other shareholders specified in the Code and the regulations thereunder are exempt from backup withholding. Backup withholding is not an additional tax. Any amounts withheld may be credited against the shareholder’s U.S. federal income tax liability provided the appropriate information is furnished to the IRS.

Foreign shareholders, including shareholders who are nonresident aliens, may be subject to U.S. withholding tax on certain distributions at a rate of 30% or such lower rates as may be prescribed by an applicable treaty. However, effective for taxable years of a Fund beginning before January 1, 2010, a Fund will generally not be required to withhold tax on any amounts paid to a non-U.S. person with respect to dividends attributable to “qualified short-term gain” (i.e., the excess of net short-term capital gain over net long-term capital loss) designated as such by the Fund and dividends attributable to certain U.S. source interest income that would not be subject to federal withholding tax if earned directly by a non-U.S. person, provided such amounts are properly designated by the Fund. A Fund may choose not to designate such amounts.

Although the Ultra Short Fund may invest in municipal bonds, it is not anticipated that any of the Funds will qualify to pay exempt-interest dividends, which are not subject to the federal income tax, since no Fund is expected to meet the requirement that it have, at the close of each quarter of its taxable year, at least 50% of the value of its total assets consist of tax-exempt obligations.

Treasury Regulations provide that if a shareholder recognizes a loss with respect to Fund shares of $2 million or more in a single taxable year (or $4 million or more in any combination of taxable years) for shareholders who are individuals, S corporations or trusts, or $10 million or more in a single taxable year (or $20 million or more in any combination of taxable years) for a corporate shareholder, the shareholder must file with the IRS a disclosure statement on Form 8886. Direct shareholders of portfolio securities are in many cases excepted from this reporting requirement, but under current guidance, shareholders of a regulated investment company are not excepted. Future guidance may extend the current exception from this reporting requirement to shareholders of most or all regulated investment companies. The fact that a loss is reportable under these regulations does not affect the legal determination of whether the taxpayer’s treatment of the loss is proper. Shareholders should consult their tax advisers to determine the applicability of these regulations in light of their particular circumstances.

Investors are advised to consult their own tax advisers with respect to the application to their own circumstances of the above-described general federal income taxation rules and with respect to other federal, state, local or foreign tax consequences to them of an investment in shares of a Fund.

FUND TRANSACTIONS

Allocation of transactions, including their frequency, to various dealers is determined by the Investment Adviser in its best judgment under the general supervision of the Board of Trustees and in a manner deemed fair and reasonable to shareholders. Pursuant to the Investment Adviser’s Best Execution Policies and Procedures, the Investment Adviser seeks to obtain “best execution” for the Funds’ securities transactions. In seeking to obtain “best execution,” the Investment Adviser considers the range and quality of the broker-dealer’s services. As described below, the Investment Adviser on behalf of each Fund may effect securities transactions on an agency basis with broker-dealers providing research services and/or research-related products for the Fund. Research services or research-related products

may include information in the form of written reports, reports accessed by computers or terminals, statistical collations and appraisals and analysis relating to companies or industries. However, in selecting such broker-dealers, the Investment Adviser adheres to the primary consideration of “best execution.”

Each Fund will not purchase securities from, sell securities to, or enter into repurchase agreements with, the Investment Adviser or any of its affiliates.

For each Fund, other than the Large Cap Equity Fund, the following applies to Fund transactions. Purchases and sales of securities for each Fund are usually effected on a principal basis. Securities normally purchased directly from the issuer or from an underwriter or market maker for the securities. There usually, but not always, are no brokerage commissions paid by the Fund for such purchases, and during the fiscal years ended [October 31, 2009, 2008 and 2007, none of the Funds paid any brokerage commissions.] Purchases from dealers serving as market makers may include the spread between the bid and asked prices. On occasion, the Investment Adviser may effect securities transactions with broker-dealers providing research services but would do so subject to seeking the best price and execution for portfolio transactions.

For the Large Cap Equity Fund, the following applies to Fund transactions. The primary aim of the Investment Adviser in the allocation of the Large Cap Equity Fund’s portfolio transactions to various brokers is the attainment of best price and execution. The Investment Adviser is authorized to pay a brokerage commission in excess of the commission that another broker might have charged for effecting the same transaction in recognition of the value of efficient execution and research and statistical information provided by the selected broker. The research and statistical information that may be provided to the Investment Adviser consist primarily of written and electronic reports and presentations analyzing specific companies, industry sectors, the stock market and the economy. To the extent that the Investment Adviser uses such research and information in rendering investment advice to the Large Cap Equity Fund, the research and information tend to reduce the Investment Adviser’s expenses. The Investment Adviser may use research services and statistical information furnished by brokers through which the Large Cap Equity Fund effects securities transactions in servicing all of its accounts, and the Investment Adviser may not use all such services in connection with the Large Cap Equity Fund. [In 2007, 2008 and 2009 the Large Cap Equity Fund did not engage in any such “soft dollar” brokerage transactions. The total amounts of brokerage commissions paid by the Large Cap Equity Fund in 2007, 2008 and 2009 were $9,734, $4,195 and $_________, respectively. The brokerage commissions paid by the Fund will vary from year to year based on the level of activity in the Fund’s portfolio.]

Transactions in portfolio securities of the Large Cap Equity Fund are effected through a broker selected from a list of brokers selected by the Investment Adviser on the basis of their ability to provide efficient execution of portfolio transactions. A large majority of the Large Cap Equity Fund’s portfolio transactions are executed on national securities exchanges through member firms. However, when the Investment Adviser believes that a better price can be obtained for the Fund, portfolio transactions may be executed over-the-counter with non-member firms in what is referred to as the “third market.” Portfolio transactions in unlisted securities are also executed over-the-counter. The brokerage list is reviewed continually in an effort to obtain maximum advantage from investment research and statistical information made available by brokers, and allocation among the brokers is made on the basis of best price and execution consistent with obtaining research and statistical information at reasonable cost.

DISCLOSURE OF INFORMATION REGARDING PORTFOLIO HOLDINGS

Each Fund’s portfolio holdings are generally posted on the Funds’ website, www.amffunds.com, on a monthly basis within 30 days after the month-end.

Information about each Fund’s portfolio holdings and other portfolio characteristics may be provided to the Administrator, the Distributor and other service providers at any time to enable such service providers to carry out their responsibilities to the Fund.

In accordance with industry practice, information about each Fund’s portfolio holdings and characteristics may be disclosed to mutual fund rating agencies and companies that collect and maintain information about mutual funds as soon as such information is publicly available. Portfolio holdings may also be provided before such information is publicly available to Morningstar and other rating agencies and companies that collect and maintain information about mutual funds that sign a confidentiality agreement.

Prior to public dissemination of portfolio holdings, general performance or statistical information about a Fund, information about realized and unrealized capital gains, summaries of a Fund’s performance and historical sector allocation may be disclosed to shareholders and prospective shareholders as soon as practicable.

Prior to public dissemination of portfolio holdings, additional information about a Fund’s portfolio holdings and characteristics may be disclosed as soon as practicable to institutional shareholders and prospective institutional shareholders of the Fund that are regulated entities and by law or business practices are required to receive such information.

A Fund’s portfolio holdings may be disclosed to third parties prior to their public dissemination for purposes of effecting in-kind redemptions of securities to facilitate orderly redemption of Fund assets and to minimize impact on remaining Fund shareholders.

Portfolio holdings and characteristics may also be disclosed in other circumstances if reviewed and approved by the Chief Compliance Officer and the President of the Investment Adviser.

Each Fund also discloses information about its portfolio holdings to the extent required by law or regulation.

ORGANIZATION AND DESCRIPTION OF SHARES

The Trust currently offers an unlimited number of shares of beneficial interest divided into seven (7) Funds: the Money Market Fund, the Ultra Short Mortgage Fund, the Ultra Short Fund, the Short U.S. Government Fund, the Intermediate Mortgage Fund, the U.S. Government Mortgage Fund and the Large Cap Equity Fund. The shares of each Fund represent interests only in the corresponding Fund. Shares of the Large Cap Equity Fund are issued in two classes: AMF shares and H shares. When issued and paid for in accordance with the terms of offering, each share is legally issued, fully paid and nonassessable. All shares of beneficial interest of the same class have equal dividend, distribution, liquidation and voting rights and are redeemable at net asset value, at the option of the shareholder. In addition, the shares have no preemptive, subscription or conversion rights and are freely transferable.

Rule 18f-2 under the 1940 Act provides that any matter required to be submitted, by the provisions of such Act or applicable state law or otherwise, to the holders of the outstanding voting

securities of an investment company such as the Trust shall not be deemed to have been effectively acted upon unless approved by the holders of a majority of the outstanding shares (as defined under “General Information” below) of each class affected by such matter. Rule 18f-2 further provides that a class shall be deemed to be affected by a matter unless the interests of each class in the matter are substantially identical or the matter does not affect any interest of such class. However, the Rule exempts the selection of independent public accountants and the election of trustees from the separate voting requirements of the Rule.

The Trust is responsible for the payment of its expenses. Such expenses include, without limitation, the fees payable to the Investment Adviser, the Distributor, Northern Trust Company and Beacon Hill Fund Services, Inc. with respect to each Fund, the fees and expenses of the Trust’s custodian with respect to each Fund, any brokerage fees and commissions of each Fund, any portfolio losses of each Fund, filing fees for the registration or qualification of each Fund’s shares under federal or state securities laws, the Fund’s pro rata share of taxes, interest, costs of liability insurance, fidelity bonds or indemnification, any costs, expenses or losses arising out of any liability of, or claim for damages or other relief asserted against the Trust with respect to the Fund for violation of any law, each Fund’s pro rata share of legal and auditing fees and expenses, expenses of preparing and setting in type prospectuses, proxy material, reports and notices and the printing and distributing of the same to the shareholders of each Fund and regulatory authorities, the Fund’s pro rata share of compensation and expenses of the Trust’s Trustees and officers who are not affiliated with the Investment Adviser, the Distributor, Northern Trust Company or Beacon Hill Fund Services Inc., and extraordinary expenses incurred by the Trust with respect to each Fund.

COUNSEL AND INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Vedder Price P.C., 222 North LaSalle Street, Suite 2600, Chicago, Illinois 60601, is legal counsel to the Trust and passes upon the validity of the shares offered by the Prospectuses.

PricewaterhouseCoopers LLP, an independent registered public accounting firm with offices at 41 South High Street, Suite 2500, Columbus, Ohio 43215, serves as the Trust’s independent registered public accounting firm. The financial statements of each Fund, incorporated into this Statement of Additional Information by reference to the Trust’s Annual Report to Shareholders for the year ended [October 31, 2009] (see “Financial Statements” below) have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP given on the authority of such firm as experts in accounting and auditing.

GENERAL INFORMATION

The Trust sends to all of the shareholders of each Fund semi-annual reports and annual reports, including a list of investment securities held by each Fund, and, for annual reports, audited financial statements of each Fund.

As used in each Prospectus and this Statement of Additional Information, the term “majority,” when referring to the approvals to be obtained from shareholders, means the vote of the lesser of (1) 67% of the Fund’s shares of each class or of the class entitled to a separate vote present at a meeting if the holders of more than 50% of the outstanding shares of all classes or of the class entitled to a separate vote are present in person or by proxy, or (2) more than 50% of the Fund’s outstanding shares of all classes or of the class entitled to a separate vote. The Bylaws of the Trust provide that an annual meeting of

shareholders is not required to be held in any year in which none of the following is required to be acted on by shareholders pursuant to the 1940 Act: election of trustees; approval of the investment advisory agreement; ratification of the selection of independent public accountants; and approval of a distribution agreement.

The Prospectuses and this Statement of Additional Information do not contain all the information included in the registration statement filed with the Securities and Exchange Commission under the Securities Act of 1933 with respect to the securities offered hereby, certain portions of which have been omitted pursuant to the rules and regulations of the Securities and Exchange Commission. The registration statement, including the exhibits filed therewith, may be examined at the office of the Securities and Exchange Commission in Washington, D.C.

Statements contained in each Prospectus and this Statement of Additional Information as to the contents of any contract or other document referred to are not necessarily complete, and, in each instance, reference is made to the copy of such contract or other document filed as an exhibit to the registration statement of which the Prospectuses and Statement of Additional Information form a part, each such statement being qualified in all respects by such reference.

FINANCIAL STATEMENTS

The financial statements, notes and report of the Trust’s independent registered public accounting firm required to be included in this Statement of Additional Information are incorporated herein by reference to the Trust’s Annual Report to Shareholders for the year ended October 31, 2008. The Trust will provide the Annual Report without charge to each person who requests this Statement of Additional Information.

APPENDIX A

Explanation of Rating Categories

The following is a description of credit ratings issued by two of the major credit ratings agencies. Rating agencies are private services that provide ratings of the credit quality of fixed income securities, including convertible securities. Ratings assigned by a rating agency are not absolute standards of credit quality and do not evaluate market risks. Rating agencies may fail to make timely changes in credit ratings and an issuer’s current financial condition may be better or worse than a rating indicates. Although the Investment Adviser considers security ratings when making investment decisions, it also performs its own investment analysis and does not rely solely on the ratings assigned by credit agencies. A Fund will not necessarily sell a security when its rating is reduced below its rating at the time of purchase.

Bonds rated Aa by Moody’s are judged to be of high quality by all standards. Together with the Aaa Group they comprise what are known as high grade bonds. Moody’s applies the numerical modifiers 1, 2 and 3 to certain general rating classifications, including Aa. The modifier 3 indicates that the issue ranks in the lower end of its generic rating category. Debt rated AA by Standard & Poor’s has a very strong capacity to meet its financial commitments and differs from the highest rated issues, which are rated AAA, only in small degree. Ratings in certain categories, including AA, may be modified by the addition of a plus or minus sign to show relative standing within the major rating categories. Securities rated Baa and BBB are the lowest which are considered “investment grade” obligations. Duff and Phelps, Inc. and Fitch Investors Service, Inc. have comparable rating systems.

Standard & Poor’s Rating Services


Bond Rating		Explanation
Investment Grade

AAA		Highest rating; extremely strong capacity to meet its financial commitments.

AA		High quality; very strong capacity to meet its financial commitments.

A		Strong capacity to meet its financial commitments; somewhat more susceptible to the adverse effects of changing circumstances and economic conditions.

BBB		Adequate capacity to meet its financial commitments; adverse economic conditions or changing circumstances more likely to lead to a weakened capacity to meet its financial commitments.

A-1

Standard & Poor’s Rating Services (continued)


Bond Rating		Explanation
Non-Investment Grade

BB, B, CCC, CC, C		Regarded as having significant speculative characteristics; “BB” indicates the least degree of speculation and “C” the highest; quality and protective characteristics may be outweighed by large uncertainties or major exposures to adverse conditions.

D		In default.

Moody’s Investors Service, Inc.


Bond Rating		Explanation
Investment Grade

Aaa		Highest quality; minimal credit risk.

Aa		High quality; subject to very low credit risk.

A		Upper-medium grade obligations; subject to low credit risk.

Baa		Medium-grade obligations; subject to moderate credit risk; may possess certain speculative characteristics.

Non-Investment Grade

Ba		More uncertain with speculative elements; subject to substantial credit risk.

B		Considered speculative; subject to high credit risk.

Caa		Poor standing; subject to very high credit risk.

Ca		Highly speculative; likely in, or very near, default with some prospect of recovery of principal and interest.

C		Lowest-rated; typically in default with little prospect for recovery of principal or interest.

A-2

ASSET MANAGEMENT FUND

PART C

OTHER INFORMATION

Item 23. Exhibits

(a)

(1)

First Amended and Restated Declaration of Trust dated September 22, 2006. (12)/

	(2)		Certificate of Trust filed July 23, 1999. (3)/

	(3)		Written Instrument Amending the First Amended and Restated Declaration of Trust dated January 27, 2007.(13)/

	(4)		Written Instrument Amending the First Amended and Restated Declaration of Trust dated July 18, 2009.(15)/

	(b)	Amended and Restated By-Laws dated July 21, 2005.(9)/

	(c)	Not applicable.

(d)

(1)

Investment Advisory Agreement dated December 8, 1997 between Registrant and Shay Assets Management, Inc. (2)/

	(2)		Form of Assignment of the Investment Advisory Contract dated September 30, 1999. (4)/

	(3)		Investment Advisory Agreement with respect to the Ultra Short Portfolio. (6)/

	(4)		Investment Advisory Agreement with respect to the Large Cap Equity Fund. (12)/

(e)

(1)

Distribution Agreement. (1)/

	(2)		Distribution Agreement dated December 8, 1997 between Registrant and Shay Financial Services, Inc. (2)/

	(3)		Form of Assignment of the Distribution Agreement dated September 30, 1999. (4)/

(f)

Not applicable.


(g)	(1)	Custody Agreement between Registrant and The Northern Trust Company dated November 1, 2009.*

(h)

(1)

Transfer Agency and Service Agreement between the Registrant and The Northern Trust Company dated November 1, 2009.*


	(2)		Fund Administration and Accounting Services between the Registrant and The Northern Trust Company dated November 1, 2009.*



	(3)		Omnibus Fee Agreement between the Registrant and The Northern Trust Company dated November 1, 2009.*



	(4)		Fund Compliance Services Agreement between the Registrant and Beacon Hill Fund Services, Inc. dated November 1, 2009.*



	(5)		Financial Controls Services Agreement between the Registrant and Beacon Hill Fund Services, Inc. dated November 1, 2009.*



	(6)		Governance and Regulatory Oversight Services Agreement between the Registrant and Beacon Hill Fund Services, Inc. dated November 1, 2009.*


	(i)	Opinion and Consent of Vedder Price P.C. dated February ___, 2010.†



	(j)	Consent of PricewaterhouseCoopers, LLP.†



	(k)	None.



	(l)	None.



	(m)	Amended and Restated 12b-1 Plan dated July 22, 1999, as amended October 15, 2006. (12)/



	(n)	Multi-Class Plan, as amended, dated July 18, 2008. (15)/


(o)	(1)	None


	(2)		Power of Attorney for David F. Holland dated October 15, 2006. (11)/



	(3)		Power of Attorney for Gerald J. Levy dated October 15, 2006. (11)/



	(4)		Power of Attorney for William A. McKenna, Jr. dated October 15, 2006. (11)/



	(5)		Power of Attorney for Rodger D. Shay, Sr. dated October 15, 2006. (11)/



	(6)		Power of Attorney for Rodger D. Shay, Jr. dated October 15, 2006. (11)/



	(7)		Power of Attorney for Christopher M. Owen dated October 15, 2006. (11)/



	(8)		Power of Attorney for Maria F. Ramirez dated October 15, 2006.(11)/

(p)

(1)

Code of Ethics of Asset Management Fund and Shay Financial Services, Inc. dated January 27, 2007.(13)/

(2)

Code of Ethics of Shay Assets Management, Inc. dated January 8, 2007.(14)/


(1)/		Previously filed with Post-Effective Amendment No. 27 on or about December 30, 1996 and incorporated herein by reference.

(2)/		Previously filed with Post-Effective Amendment No. 28 on or about December 29, 1997 and incorporated herein by reference.

(3)/		Previously filed with Post-Effective Amendment No. 34 on or about October 22, 1999 and incorporated herein by reference.

(4)/		Previously filed with Post-Effective Amendment No. 37 on or about December 28, 2000 and incorporated herein by reference.

(5)/		Previously filed with Post-Effective Amendment No. 39 on or about October 29, 2001 and incorporated herein by reference.

(6)/		Previously filed with Post-Effective Amendment No. 42 on or about February 26, 2003 and incorporated herein by reference.

(7)/		Previously filed with Post-Effective Amendment No. 44 on or about December 29, 2004 and incorporated herein by reference.

(8)/		Previously filed with Post-Effective Amendment No. 45 on or about February 25, 2005 and incorporated herein by reference.

(9)/		Previously filed with Post-Effective Amendment No. 46 on or about February 28, 2006 and incorporated herein by reference.

(10)/		Previously filed with Post-Effective Amendment No. 47 on or about April 6, 2006 and incorporated herein by reference.

(11)/		Previously filed with Post-Effective Amendment No. 48 on or about October 17, 2006 and incorporated herein by reference.

(12)/		Previously filed with Post-Effective Amendment No. 54 on or about January 8, 2007 and incorporated herein by reference.

(13)/		Previously filed with Post-Effective Amendment No. 55 on or about February 28, 2007 and incorporated herein by reference.

(14)/		Previously filed with Post-Effective Amendment No. 56 on or about February 28, 2008 and incorporated by reference.

(15)/		Previously filed with Post-Effective Amendment No. 57 on or about October 3, 2008 and incorporated by reference.

* Filed as an Exhibit herewith.

† To be filed by Amendment.

Item 24. Persons Controlled By or Under Common Control with Registrant.

None.

Item 25. Indemnification.

Section 5.2 of the Registrant’s First Amended and Restated Declaration of Trust provides that the Trust shall indemnify each of its Trustees, officers, employees, and agents against all

liabilities and expenses reasonably incurred by him or her in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, in which he or she may be involved or with which he or she may be threatened, while in office or thereafter, by reason of his or her being or having been such a Trustee, officer, employee or agent, except with respect to any matter as to which he or she shall have been adjudicated to have acted in bad faith, willful misfeasance, gross negligence or reckless disregard of his or her duties.

The foregoing indemnification arrangements are subject to the provisions of Sections 17(h) and (i) of the Investment Company Act of 1940.

Insofar as indemnification by the Registrant for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted against the Registrant by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

The Registrant maintains an insurance policy which insures its directors and officers against certain liabilities.

Item 26. Business and Other Connections of Investment Adviser.

Shay Assets Management, Inc. (“SAMI”), served as the investment adviser to AMF Large Cap Equity Institutional Fund, Inc. through January 2007. In addition, SAMI served as the sub-adviser to the John Hancock Large Cap Select Fund through February 2009 and serves as the investment adviser to several savings banks located in New York on a non-discretionary basis.

SAMI’s principal office is located at 230 West Monroe Street, Suite 2810, Chicago, Illinois 60606 and it also has offices at 1000 Brickell Avenue, Miami, Florida 33131 and 655 Third Avenue, Suite 816, New York, New York 10017. Shay Investment Services, Inc. and Shay Financial Services, Inc. have the same addresses.

Directors and Officers of SAMI and principal occupations since October 31, 2006

Rodger D. Shay, Chairman and Director, Shay Investment Services, Inc. since 1997; Chairman and Director, Shay Financial Services, Inc. since 1997; Director, Shay Assets Management, Inc. since 1997 (Chairman from 1997 to 2005); Director, Horizon Bank, FSB since 1999 (Chairman from 1999 to 2002 and Vice President and Assistant Secretary, AMF Large Cap Equity Institutional Fund, Inc. from 1995 to 2007.

Rodger D. Shay, Jr., President and Chief Executive Officer, Shay Financial Services, Inc. since 1997; Vice Chairman, Shay Assets Management, Inc. since 2008 (Senior Vice President from 1997 to 2005, President from 2005-2008); Director, Family Financial Holdings, LLC since 2000; Director, First Financial Bank and Trust since 2003.

David Adamson, President, Shay Financial Services, Inc. from 2007 to 2008; Executive Vice President of Shay Financial Services, Inc. from 2005 to 2007 and President since 2008, Shay Assets Management, Inc.

Robert T. Podraza, Vice President, Shay Investment Services, Inc. since 1990; Vice President since 1990 and Chief Compliance Officer since 1997, Shay Financial Services, Inc.; Chief Financial Officer, Shay Assets Management, Inc. since 1990 (Chief Compliance Officer from 1997 to 2004).

S. Sean Kelleher, Chief Investment Officer, joined Shay Assets Management, Inc. in 2009. Prior to joining the fixed-income management team, Mr. Kelleher was a Senior Vice President at AllianceBernstein responsible for managing the investment services focused on securitized products (MBS, ABS, CMBS). He began his career in fixed income research and was a dealer in mortgage-backed securities at various broker-dealers. He holds a B.S. in Finance from the University of Virginia and is a CFA charterholder.

Daniel K. Ellenwood , Vice President and Chief Compliance Officer since 2004, Assistant Vice President and Operations/Compliance Officer from 2003 to 2004, Operations Manager from 1997 to 2003, Shay Assets Management, Inc.; Compliance Analyst, Shay Financial Services, Inc. since 1996; and Anti-money Laundering Compliance Officer, AMF Large Cap Equity Institutional Fund, Inc. from 2003 to 2007.

Item 27. Principal Underwriter.

(a) Shay Financial Services, Inc. serves as the principal distributor for Asset Management Fund.

(b)


	Positions And
Name And Principal	Offices	Positions And Offices
Business Address	With Underwriter	With Fund
Rodger D. Shay	Chairman and	Chairman of the Board
1000 Brickell Avenue	Director	of Trustees and Trustee
Miami, Florida 33131

Rodger D. Shay, Jr.	President and Chief	Trustee and President
230 West Monroe Street	Executive Officer
Suite 2810
Chicago, Illinois 60606

(b)


	Positions And
Name And Principal	Offices	Positions And Offices
Business Address	With Underwriter	With Fund
Robert T. Podraza	Vice President and	Vice President and
1000 Brickell Avenue	Chief Compliance	Assistant Treasurer
Miami, Florida 33131	Officer

Daniel K. Ellenwood	Compliance Analyst	Secretary
230 West Monroe Street
Suite 2810
Chicago, Illinois 60606

Item 28. Location of Accounts and Records.

All accounts, books and other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940 and the rules thereunder, are located at the following locations:

Shay Assets Management, Inc.
230 West Monroe Street
Suite 2810
Chicago, Illinois 60606

Shay Assets Management, Inc.
1000 Brickell Avenue
Miami, Florida 33131

Shay Assets Management, Inc.
655 Third Avenue, Suite 816
New York, New York 10017

The Northern Trust Company
50 South LaSalle Street
Chicago, Illinois 60603

Item 29. Management Services.

Not Applicable.

Item 30. Undertakings.

Not applicable.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, as amended, the Registrant, Asset Management Fund, has duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago and State of Illinois on the 29th day of December, 2009.


	Asset Management Fund
	By:	/s/ Rodger D. Shay, Jr.
		Rodger D. Shay, Jr., President

Pursuant to the requirements of the Securities Act of 1933, this amendment to the registration statement has been signed below on December 29, 2009 by the following persons in the capacities indicated.


SIGNATURE	TITLE	DATE
/s/ Rodger D. Shay*	Trustee and Chairman of the Board
Rodger D. Shay

/s/ Rodger D. Shay, Jr.	Trustee and President (principal	December 29, 2009
Rodger D. Shay, Jr.	executive officer)

/s/ David F. Holland*	Trustee
David F. Holland

/s/ Gerald J. Levy*	Trustee and Vice Chairman of the Board
Gerald J. Levy

/s/ William A. McKenna, Jr.*	Trustee
William A. McKenna, Jr.

/s/ Christopher M. Owen*	Trustee
Christopher M. Owen

/s/ Maria F. Ramirez*	Trustee
Maria F. Ramirez

/s/ Trent M. Statczar	Treasurer (principal financial	December 29, 2009
Trent M. Statczar	and accounting officer)

/s/ Daniel K. Ellenwood
*Daniel K. Ellenwood
Attorney-In-Fact
December 29, 2009



*		Original powers of attorney authorizing Rodger D. Shay and Daniel K. Ellenwood, to execute this Registration Statement, and amendments thereto, for each of the trustees of the Registrant on whose behalf this Registration Statement is filed, have been executed and were previously filed as exhibits to Post-Effective Amendment No. 48 on or about October 17, 2006.

EXHIBIT INDEX


Exhibit
Number			Description
(g)	(1	)	Custody Agreement between Registrant and The Northern Trust Company dated November 1, 2009.

(h)	(1	)	Transfer Agency and Service Agreement between the Registrant and The Northern Trust Company dated November 1, 2009.

	(2	)	Fund Administration and Accounting Services between the Registrant and The Northern Trust Company dated November 1, 2009.

	(3	)	Omnibus Fee Agreement between the Registrant and The Northern Trust Company dated November 1, 2009.

	(4	)	Fund Compliance Services Agreement between the Registrant and Beacon Hill Fund Services, Inc. dated November 1, 2009.

	(5	)	Financial Controls Services Agreement between the Registrant and Beacon Hill Fund Services, Inc. dated November 1, 2009.

	(6	)	Governance and Regulatory Oversight Services Agreement between the Registrant and Beacon Hill Fund Services, Inc. dated November 1, 2009.

Exhibit (g)(1)

CUSTODY AGREEMENT

AGREEMENT dated as of November 1, 2009, between ASSET MANAGEMENT FUND, a statutory trust organized under the laws of the State of Delaware, having its principal office and place of business at 230 W, Monroe Street, Chicago, Illinois 60606 (the “Fund”), and THE NORTHERN TRUST COMPANY (the “Custodian”), an Illinois bank or trust company having not less than $2 million aggregate capital, surplus and undivided profits, with its principal place of business at 50 South LaSalle Street, Chicago, Illinois 60603.

W I T N E S S E T H :

That for and in consideration of the mutual promises hereinafter set forth, the Fund and the Custodian agree as follows:

Definitions.

Whenever used in this Agreement or in any Schedules to this Agreement, the following words and phrases, unless the context otherwise requires, shall have the following meanings:

(a) “Articles of Incorporation ” shall mean the Declaration of Trust of the Fund, including all amendments thereto.

(b) “Authorized Person” shall be deemed to include the Chairman of the Board of Directors, the President, and any Vice President, the Secretary, the Treasurer or any other person, whether or not any such person is an officer or employee of the Fund, duly authorized by the Board of Directors to give Instructions on behalf of the Fund and listed in the certification annexed hereto as Schedule A or such other certification as may be received by the Custodian from time to time pursuant to Section 18(a).

(d) “Book-Entry System” shall mean the Federal Reserve/Treasury book-entry system for United States and federal agency securities, its successor or successors and its nominee or nominees.

(e) “Delegate of the Fund” shall mean and include any entity to whom the Board of Directors of the Fund has delegated responsibility under Rule 17f-5 of the 1940 Act.

(f) “Depository” shall mean a clearing corporation that is: (i) registered with the Securities and Exchange Commission as a clearing agency under Section 17(a) of the Securities Exchange Act of 1934, as amended, its successor or successors and its nominee or nominees; or (ii) A Federal Reserve Bank or other person authorized to operate the federal book entry system described in the regulations of the Department of Treasury codified at 31 CFR 357, Subpart B, or book-entry systems operated pursuant to comparable regulations of other federal agencies

(g) “Instruction” shall mean written (including telecopied, telexed, or electronically transmitted in a form that can be converted to print) or oral instructions actually received by the Custodian which the Custodian reasonably believes were given by an Authorized Person. An Instruction shall also include any instrument in writing actually received by the Custodian which the Custodian reasonably believes to be genuine and to be signed by any two officers of the Fund, whether or not such officers arc Authorized Persons. Except as otherwise provided in this Agreement, “Instructions” may include instructions given on a standing basis.

(h) “1940 Act” shall mean the Investment Company Act of 1940, and the Rules and Regulations thereunder, all as amended from time to time.

(i) “Portfolio” refers to each of the separate and distinct investment portfolios of the Fund which the Fund and the Custodian shall have agreed in writing shall be subject to this Agreement, as identified in Schedule B hereto.

(j) “Prospectus” shall include each current prospectus and statement of additional information of the Fund with respect to a Portfolio.

(k) “Rule 17f-5” shall mean Rule 17f-5 under the 1940 Act.

(l) “Rule 17f-7” shall mean Rule 17f-7 under the 1940 Act.

(m) “Shares” refers to the shares of the Fund.

(n) “Security” or “Securities” shall be deemed to include bonds, debentures, notes, stocks, shares, evidences of indebtedness, and other securities, commodity interests and investments from time to time owned by the Fund and held in a Portfolio.

(o) “Sub-Custodian” shall mean and include (i) any branch of the Custodian, and (ii) any “eligible foreign custodian,” as that term is defined in Rule 17f-5 under the 1940 Act, approved by the Fund or a Delegate of the Fund in the manner required by Rule 17f-5. For the avoidance of doubt, the term “Sub-Custodian” shall not include any central securities depository or clearing agency.

(o) “Eligible Securities Depository” shall have the same meaning as set forth in Rule 17f-7(b)(l).

(p) “Transfer Agent” shall mean the person which performs as the transfer agent, dividend disbursing agent and shareholder servicing agent for the Fund.

Appointment of Custodian .

(a) The Fund hereby constitutes and appoints the Custodian as custodian of all the Securities and moneys owned by or in the possession of a Portfolio during the period of this Agreement.

(b) The Custodian hereby accepts appointment as such custodian and agrees to perform the duties thereof as hereinafter set forth.

(c) If the Fund has more than one Portfolio, the Custodian will segregate the assets of each Portfolio to which this Agreement relates into a separate account for each such Portfolio containing the assets of such Portfolio (and all investment earnings thereon). Unless the context otherwise requires, any reference in this Agreement to any actions to be taken by the Fund shall be deemed to refer to the Fund acting on behalf of one or more of its Portfolios, any reference in this Agreement to any assets of the Fund, including, without limitation, any portfolio securities and cash and earnings thereon, shall be deemed to refer only to assets of the applicable Portfolio, any duty or obligation of the Custodian hereunder to the Fund shall be deemed to refer to duties and obligations with respect to such individual Portfolio and any obligation or liability of the fund hereunder shall be binding only with respect to such individual Portfolio, and shall be discharged only out of the assets of such Portfolio.

Appointment and Removal of Sub-Custodians .

(a) The Custodian may appoint one or more Sub-Custodians to act as sub-custodian or sub-custodians of Securities and moneys at any time held in any Portfolio, upon the terms and conditions specified in this Agreement. The Custodian shall oversee the maintenance by any Sub-Custodian of any Securities or moneys of any Portfolio.

(b) The Agreement between the Custodian and each Sub-Custodian described in clause (ii) of Section 1 (o) and acting hereunder shall contain any provisions necessary to comply with Rule 17f-5 under the 1940 Act.

(c) Prior to the Custodian’s use of any Sub-Custodian described in clause (ii) of Paragraph 1 (o), the Fund or a Delegate of the Fund must approve such Sub-Custodian in the manner required by Rule 17f-5 and provide the Custodian with satisfactory evidence of such approval.

(d) The Custodian shall promptly take such steps as may be required to remove any Sub-Custodian that has ceased to be an “eligible foreign custodian” or has otherwise ceased to meet the requirements under Rule 17f-5. If the Custodian intends to remove any Sub-Custodian previously approved by the Fund or a Delegate of the Fund pursuant to paragraph 3(c), and the Custodian proposes to replace such Sub-Custodian with a Sub-Custodian that has not yet been approved by the Fund or a Delegate of the Fund, it will so notify the Fund or a Delegate of the Fund and provide it with information reasonably necessary to determine such proposed Sub-Custodian’s eligibility under Rule 17f-5, including a copy of the proposed agreement with such Sub-Custodian. The Fund shall at the meeting of the Board of Directors next following receipt of such notice and information, or a Delegate of the Fund shall promptly after receipt of such notice and information, determine whether to approve the proposed Sub-Custodian and will promptly thereafter give written notice of the approval or disapproval of the proposed action.

(e) The Custodian hereby represents to the Fund that in its opinion, after due inquiry, the established procedures to be followed by each Sub-Custodian in connection with the safekeeping of property of a Portfolio pursuant to this Agreement afford reasonable care for the safekeeping of such property based on the standards applicable in the relevant market.

Use of Sub-Custodians and Securities Depositories .

With respect to property of a Portfolio which is maintained by the Custodian in the custody of a Sub-Custodian pursuant to Section 3:

(a) The Custodian will identify on its books as belonging to the particular Portfolio any property held by such Sub-Custodian.

(b) In the event that a Sub-Custodian permits any of the Securities placed in its care to be held in a foreign securities depository, such Sub-Custodian will be required by its agreement with the Custodian to identify on its books such Securities as being held for the account of the Custodian as a custodian for its customers.

(c) Any Securities held by a Sub-Custodian will be subject only to the instructions of the Custodian or its agents; and any Securities held in an foreign securities depository for the account of a Sub-Custodian will be subject only to the instructions of such Sub-Custodian.

(d) The Custodian will only deposit property of a Portfolio in an account with a Sub-Custodian which includes exclusively the assets held by the Custodian for

its customers, and will cause such account to be designated by such Sub-Custodian as a special custody account for the exclusive benefit of customers of the Custodian.

(e) Before any Securities are placed in a foreign securities depository, the Custodian shall provide the fund’s Board of Directors with an analysis of the custody risks associated with maintaining assets with the foreign securities depository.

(f) The Custodian or its agent shall continue to monitor the custody risks associated with maintaining the Securities with a foreign securities depository and shall promptly notify the Fund’s Board of Directors of any material changes in said risks.

Compensation .

(a) The Fund will compensate the Custodian for its services rendered under this Agreement in accordance with the fees set forth in the Omnibus Fee Agreement between the Fund and the Custodian dated as of November 1, 2009 and incorporated herein.

(b) If the Fund requests that the Custodian act as Custodian for any Portfolio hereafter established, at the time the Custodian commences serving as such for said Portfolio, the compensation for such services shall be agreed to in writing by the Fund and the Custodian.

Custody of Cash and Securities .

(a) Receipt and Holding of Assets . The Fund will deliver or cause to be delivered to the Custodian and any Sub-Custodians all Securities and moneys of any Portfolio at any time during the period of this Agreement and shall specify the Portfolio to which the Securities and moneys are to be specifically allocated. The Custodian will not be responsible for such Securities and moneys until actually received by it or by a Sub-Custodian. The Fund may, from time to time in its sole discretion, provide the Custodian with Instructions as to the manner in which and in what amounts Securities, and moneys of a Portfolio are to be held on behalf of such Portfolio in the Book-Entry System or a Depository. Securities and moneys of a Portfolio held in the Book-Entry System or a Depository will be held in accounts which include only assets of Custodian that are held for its customers.

(b) Accounts and Disbursements . The Custodian shall establish and maintain a separate account for each Portfolio and shall credit to the separate account all

moneys received by it or a Sub-Custodian for the account of such Portfolio and shall disburse, or cause a Sub-Custodian to disburse, the same only:

1. In payment for Securities purchased for the Portfolio, as provided in Section 7 hereof;

2. In payment of dividends or distributions with respect to the Shares of such Portfolio, as provided in Section 11 hereof;

3. In payment of original issue or other taxes with respect to the Shares of such Portfolio, as provided in Section 12(c) hereof;

4. In payment for Shares which have been redeemed by such Portfolio, as provided in Section 1 2 hereof;

5. In reimbursement of the expenses and liabi1ities of the Custodian attributable to the Fund, as provided in Sections 5 hereof;

6. Pursuant to Instructions setting forth the name of the Portfolio and the name and address of the person to whom the payment is to be made, the amount to be paid and the purpose for which payment is to be made.

(c) Fail Float . In the event that any payment made for a Portfolio under this Section 6 exceeds the funds available in that Portfolio’s account, the Custodian or relevant Sub-Custodian, as the case may be, may, in its discretion, advance the Fund on behalf of that Portfolio an amount equal to such excess and such advance shall be deemed an overdraft from the Custodian or such Sub-Custodian to that Portfolio payable on demand, bearing interest at the rate of interest customarily charged by the Custodian or such Sub-Custodian on similar overdrafts.

(d) Registration of Securities and Physical Separation . All Securities held for a Portfolio which are issued or issuable only in bearer form, except such Securities as are held in the Book-Entry System, shall be held by the Custodian or a Sub-Custodian in that form; all other Securities held for a Portfolio may be registered in the name of that Portfolio, in the name of any duly appointed registered nominee of the Custodian or a Sub-Custodian as the Custodian or such Sub-Custodian may from time to time determine, or in the name of the Book-Entry System or a Depository or their successor or successors, or their nominee or nominees. The Fund reserves the right to instruct the Custodian as to the method of registration and safekeeping of the Securities. The Fund agrees to furnish to the Custodian appropriate instruments to enable the Custodian or any Sub-Custodian to hold or deliver in proper form for transfer, or to register in the name of its registered nominee or in the name of the Book-Entry System or a Depository, any Securities which the Custodian of a Sub-Custodian may hold for

the account of a Portfolio and which may from time to time be registered in the name of a Portfolio. The Custodian shall hold all such Securities specifically allocated to a Portfolio which are not held in the Book-Entry System or a Depository in a separate account for such Portfolio in the name of such Portfolio physically segregated at all times from those of any other person or persons.

(e) Segregated Accounts . Upon receipt of an Instruction, the Custodian will establish segregated accounts on behalf of a Portfolio to hold liquid or other assets as it shall be directed by such Instruction and shall increase or decrease the assets in such segregated accounts only as it shall be directed by subsequent Instruction.

(f) Collection of Income and Other Matters Affecting Securities . Except as otherwise provided in an Instruction, the Custodian, by itself or through the use of the Book-Entry System or a Depository with respect to Securities therein maintained, shall, or shall promptly instruct the relevant Sub-Custodian to:

1. Collect all income due or payable with respect to Securities in accordance with this Agreement;

2. Present for payment and collect the amount payable upon all Securities which may mature or be called, redeemed or retired, or otherwise become payable;

3. Surrender Securities in temporary form for derivative Securities;

4. Execute any necessary declarations or certificates of ownership under the federal income tax laws or the laws or regulations of any other taxing authority now or hereafter in effect; and

5. Hold directly, or through the Book-Entry System or a Depository with respect to Securities therein deposited, for the account of each Portfolio all rights and similar Securities issued with respect to any Securities held by the Custodian or relevant Sub-Custodian for each Portfolio.

(g) Delivery of Securities and Evidence of Authority . Upon receipt of an Instruction, the Custodian, directly or through the use of the Book-Entry System or a Depository, shall, or shall promptly instruct the relevant Sub-Custodian to:

1. Execute and deliver or cause to be executed and delivered to such persons as may be designated in such Instructions, proxies, consents, authorizations, and any other instruments whereby the authority of the Fund as owner of any Securities may be exercised;

2. Deliver or cause to be delivered any Securities held for a Portfolio in exchange for other Securities or cash issued or paid in connection with the liquidation, reorganization, refinancing, merger, consolidation or recapitalization of any corporation, or the exercise of any conversion privilege;

3. Deliver or cause to be delivered any Securities held for a Portfolio to any protective committee, reorganization committee or other person in connection with the reorganization, refinancing, merger, consolidation or recapitalization or sale of assets of any corporation, and receive and hold under the terms of this Agreement in the separate account for each such Portfolio certificates of deposit, interim receipts or other instruments or documents as may be issued to it to evidence such delivery;

4. Make or cause to be made such transfers or exchanges of the assets specifically allocated to the separate account of a Portfolio and take such other steps as shall be stated in Written Instructions to be for the purpose of effectuating any duly authorized plan of liquidation, reorganization, merger, consolidation or recapitalization of the Fund;

5. Deliver Securities upon sale of such Securities for the account of a Portfolio pursuant to Section 7;

6. Deliver Securities upon the receipt of payment in connection with any repurchase agreement related to such Securities entered into on behalf of a Portfolio;

7. Deliver Securities of a Portfolio to the issuer thereof or its agent when such Securities are called, redeemed, retired or otherwise become payable; provided, however, that in any such case the cash or other consideration is to be delivered to the Custodian or Sub-Custodian, as the case may be;

8. Deliver Securities for delivery in connection with any loans of securities made by a Portfolio but only against receipt of adequate collateral as agreed upon from time to time by the Custodian and the Fund which may be in the form of cash or obligations issued by the United States Government, its agencies or instrumentalities;

9. Deliver Securities for delivery as security in connection with any borrowings by a Portfolio requiring a pledge of Portfolio assets, but only against receipt of the amounts borrowed;

10. Deliver Securities to the Transfer Agent or its designee or to the holders of Shares in connection with distributions in kind, in satisfaction of requests by holders of Shares for repurchase or redemption;

11. Deliver Securities for any other proper business purpose, but only upon receipt of, in addition to written Instructions, a copy of a resolution or other authorization of the Fund certified by the Secretary of the Fund, specifying the Securities to be delivered, setting forth the purpose for which such delivery is to be made, declaring such purpose to be a proper business purpose, and naming the person or persons to whom delivery of such Securities shall be made.

(h) Endorsement and Collection of Checks, Etc . The Custodian is hereby authorized to endorse and collect all checks, drafts or other orders for the payment of money received by the Custodian for the account of a Portfolio.

(i) Execution of Required Documents . The Custodian is hereby authorized to execute any and all applications or other documents required by a regulatory agency or similar entity as a condition of making investments in the foreign market under such entity’s jurisdiction.

Purchase and Sale of Securities .

(a) Promptly after the purchase of Securities, the Fund or its designee shall deliver to the Custodian an Instruction specifying with respect to each such purchase: (1) the name of the Portfolio to which such Securities are to be specifically allocated; (2) the name of the issuer and the title of the Securities; (3) the number of shares or the principal amount purchased and accrued interest, if any; (4) the date of purchase and settlement; (5) the purchase price per unit; (6) the total amount payable upon such purchase; and (7) the name of the person from whom or the broker through whom the purchase was made, if any. The Custodian or specified Sub-Custodian shall receive the Securities purchased by or for a Portfolio and upon receipt thereof (or upon receipt of advice from a Depository or the Book-Entry System that the Securities have been transferred to the Custodian’s account) shall pay to the broker or other person specified by the Fund or its designee out of the moneys held for the account of such Portfolio the total amount payable upon such purchase, provided that the same conforms to the total amount payable as set forth in such Instruction.

(b) Promptly after the sale of Securities, the Fund or its designee shall deliver to the Custodian an Instruction specifying with respect to each such sale: (1) the name of the Portfolio to which the Securities sold were specifically allocated; (2) the name of the issuer and the title of the Securities; (3) the number of shares or principal amount sold, and accrued interest, if any; (4) the date of sale; (5) the sale price per unit; (6) the total amount payable to the Portfolio upon such sale; and (7)

the name of the broker through whom or the person to whom the sale was made. The Custodian or relevant Sub-Custodian shall deliver or cause to be delivered the Securities to the broker or other person designated by the Fund upon receipt of the total amount payable to such Portfolio upon such sale, provided that the same conforms to the total amount payable to such Portfolio as set forth in such Instruction. Subject to the foregoing, the Custodian or relevant Sub-Custodian may accept payment in such form as shall be satisfactory to it, and may deliver Securities and arrange for payment in accordance with the customs prevailing among dealers in Securities.

(c) Notwithstanding (a) and (b) above, cash in any of the Portfolios may be invested by the Custodian for short term purposes pursuant to standing Instructions from the Fund.

Lending of Securities.

If the Fund and the Custodian enter into a separate written agreement authorizing the Custodian to lend Securities, the Custodian may lend Securities pursuant to such agreement. Such agreement must be approved by the Fund in the manner required by any applicable law, regulation or administrative pronouncement, and may provide for the payment of additional reasonable compensation to the Custodian.

Investment in Futures, Options on Futures and Options .

The Custodian shall pursuant to Instructions (which may be standing instructions) (i) with respect to futures or options on futures, transfer initial margin to a futures commission merchant or safekeeping bank or, with respect to options, transfer collateral to a broker; (ii) pay or demand variation margin to or from a designated futures commission merchant or other broker based on daily marking to market calculations and in accordance with accepted industry practices; and (iii) subject to the Custodian’s consent, enter into separate procedural, safekeeping or other agreements with respect to the custody of initial margin deposits or collateral in transactions involving futures contracts or options, as the case may be. The Custodian shall have no custodial or investment responsibility for any assets transferred to a safekeeping bank, futures commission merchant or broker pursuant to this paragraph. In addition, in connection with options transactions in a Portfolio, the Custodian is authorized to pledge assets of the Portfolio as collateral for such transactions in accordance with industry practice.

10.

Provisional Credits and Advancements .

(a) The Custodian is authorized, but shall not be obligated, to credit the account of a Portfolio provisionally on payable date with interest, dividends, distributions, redemptions, shareholder subscription amounts or other amounts due. Otherwise, such amounts will be credited to the Portfolio on the date such amounts are actually received and reconciled to the Portfolio. In cases where the Custodian has credited a Portfolio with such amounts prior to actual receipt, collection and reconciliation, the Fund acknowledges that the Custodian shall be entitled to recover any such credit on demand from the Fund and further agrees that the Custodian may reverse such credit if and to the extent that Custodian does not receive such amounts in the ordinary course of business.

(b) In cases where the Custodian credits the Portfolio with cash prior to actual receipt and reconciliation, the Custodian may reverse such credit as of the expected payment date. The Fund agrees that it will not make any claim or pursue any legal action against the Custodian for loss or other detriment allegedly arising or resulting from the Custodian’s good faith determination to effect, not effect or reverse any provisional credit the Portfolio.

(c) The Fund recognizes that any decision to effect a provisional credit or an advancement of the Custodian’s own funds under this agreement will be an accommodation granted entirely at the Custodian’s option and in light of the particular circumstances, which circumstances may involve conditions in different countries, markets and classes of assets at different times. The Fund shall make the Custodian whole for any loss which it may incur from granting such accommodations and acknowledges that the Custodian shall be entitled to recover any relevant amounts from the Fund on demand. All amounts thus due to the Custodian shall be paid by the Fund from the account of the relevant Portfolio unless otherwise paid on a timely basis and in that connection the Fund acknowledges that the Custodian has a continuing lien on all assets of such Portfolio to secure such payments and agrees that the Custodian may apply or set off against such amounts any amounts credited by or due from the Custodian to the Fund. If funds in the Portfolio are insufficient to make any such payment the Fund shall promptly deliver to the Custodian the amount of such deficiency in immediately available funds when and as specified by the Custodian’s written or oral notification to the Fund.

(d) To the extent the Fund invests in assets outside the United States, in connection with the Custodian’s global custody service the Fund will maintain deposits at the Custodian’s London Branch. The Fund acknowledges and agrees that such deposits are payable only in the currency in which an applicable deposit is denominated; that such deposits are payable only on the Fund’s demand at the Custodian’s London Branch; that such deposits are not payable at any of the Custodian’s offices in the United States; and that the Custodian will not in any

manner directly or indirectly promise or guarantee any such payment in the United States.

The Fund further acknowledges and agrees that such deposits are subject to cross-border risk, and therefore the Custodian will have no obligation to make payment of deposits if and to the extent that the Custodian is prevented from doing so by reason of applicable law or regulation or any Sovereign Risk event affecting the London Branch or the currency in which the applicable deposit is denominated. “Sovereign Risk” for this purpose means nationalization, expropriation, devaluation, revaluation, confiscation, seizure, cancellation, destruction or similar action by any governmental authority, de facto or de jure; or enactment, promulgation, imposition or enforcement by any such governmental authority of currency restrictions, exchange controls, taxes, levies or other charges affecting the property rights of persons who are not residents of the affected jurisdiction; or acts of war, terrorism, insurrection or revolution; or any other act or event beyond the Custodian’s control.

THE FUND ACKNOWLEDGES AND AGREES THAT DEPOSIT ACCOUNTS MAINTAINED AT FOREIGN BRANCHES OF UNITED STATES BANKS (INCLUDING, IF APPLICABLE, ACCOUNTS IN WHICH CUSTOMER FUNDS FOR THE PURCHASE OF SECURITIES ARE HELD ON AND AFTER CONTRACTUAL SETTLEMENT DATE), ARE NOT INSURED BY THE U.S. FEDERAL DEPOSIT INSURANCE CORPORATION; MAY NOT BE GUARANTEED BY ANY LOCAL OR FOREIGN GOVERNMENTAL AUTHORITY; ARE UNSECURED; AND IN A LIQUIDATION MAY BE SUBORDINATED IN PRIORITY OF PAYMENT TO DOMESTIC (U.S.- DOMICILED) DEPOSITS. THEREFORE, BENEFICIAL OWNERS OF SUCH FOREIGN BRANCH DEPOSITS MAY BE UNSECURED CREDITORS OF THE NORTHERN TRUST COMPANY.

Deposit account balances that are owned by United States residents are expected to be maintained in an aggregate amount of at least $100,000 or the equivalent in other currencies.

11.

Payment of Dividends or Distributions .

(a) In the event that the Board of Directors of the Fund (or a committee thereof) authorizes the declaration of dividends or distributions with respect to a Portfolio, an Authorized Person shall provide the Custodian with Instructions specifying the record date, the date of payment of such distribution and the total amount payable to the Transfer Agent or its designee on such payment date.

(b) Upon the payment date specified in such Instructions, the Custodian shall pay the total amount payable to the Transfer Agent or its designee out of the moneys specifically allocated to and held for the account of the appropriate Portfolio.

12.

Sale and Redemption of Shares .

(a) Whenever the Fund shall sell any Shares, the Fund shall deliver or cause to be delivered to the Custodian an Instruction specifying the name of the Portfolio whose Shares were sold and the amount to be received by the Custodian for the sale of such Shares.

(b) Upon receipt of such amount from the Transfer Agent or its designee, the Custodian shall credit such money to the separate account of the Portfolio specified in the Instruction described in paragraph (a) above.

(c) Upon issuance of any Shares in accordance with the foregoing provisions of this Section 12, the Custodian shall pay all original issue or other taxes required to be paid in connection with such issuance upon the receipt of an Instruction specifying the amount to be paid.

(d) Except as provided hereafter, whenever any Shares are redeemed, the Fund shall deliver or cause to be delivered to the Custodian an Instruction specifying the name of the Portfolio whose Shares were redeemed and the total amount to be paid for the Shares redeemed.

(e) Upon receipt of an Instruction described in paragraph (d) above, the Custodian shall pay to the Transfer Agent (or such other person as the Transfer Agent directs) the total amount specified in such Instruction. Such payment shall be made from the separate account of the Portfolio specified in such Instruction.

13.

Indebtedness .

(a) The Fund or its designee will cause to be delivered to the Custodian by any bank (excluding the Custodian) from which the Fund borrows money, using Securities as collateral, a notice or undertaking in the form currently employed by any such bank setting forth the amount which such bank will loan to the Fund against delivery of a stated amount of collateral. The Fund shall promptly deliver to the Custodian an Instruction stating with respect to each such borrowing: (1) the name of the Portfolio for which the borrowing is to be made; (2) the name of the bank; (3) the amount and terms of the borrowing, which may be set forth by incorporating by reference an attached promissory note, duly endorsed by the Fund, or other loan agreement; (4) the time and date, if known, on which the loan is to be entered into (the “borrowing date”); (5) die date on which the loan becomes due and payable; (6) the total amount payable to the Fund for the separate account of the Portfolio on the borrowing date; (7) die market value of Securities to be delivered as collateral for such loan, including the name of the issuer, the title and the number of shares or the principal amount of any particular Securities; (8) whether the Custodian is to deliver such collateral through the

Book-Entry System or a Depository; and (9) a statement that such loan is in conformance with the 1940 Act and the Prospectus.

(b) Upon receipt of the Instruction referred to in paragraph (a) above, the Custodian shall deliver on the borrowing date the specified collateral and the executed promissory note, if any, against delivery by the lending bank of the total amount of the loan payable, provided that the same conforms to the total amount payable as set forth in the Instruction. The Custodian may, at the option of the lending bank, keep such collateral in its possession, but such collateral shall be subject to all rights therein given the lending bank by virtue of any promissory note or loan agreement. The Custodian shall deliver as additional collateral in the manner directed by the Fund from time to time such Securities specifically allocated to such Portfolio as may be specified in the Instruction to collateralize further any transaction described in this Section 13. The Fund shall cause all Securities released from collateral status to be returned directly to the Custodian, and the Custodian shall receive from time to time such return of collateral as may be tendered to it. In the event that the Fund fails to specify in such Instruction all of the information required by this Section 13, the Custodian shall not be under any obligation to deliver any Securities. Collateral returned to the Custodian shall be held hereunder as it was prior to being used as collateral.

14.

Corporate Actions .

Whenever the Custodian or any Sub-Custodian receives information concerning Securities held for a Portfolio which requires discretionary action by the beneficial owner of the Securities (other than a proxy), such as subscription rights, bond issues, stock repurchase plans and rights offerings, or legal notices or other material intended to be transmitted to Securities holders (“Corporate Actions”), the Custodian will give the Fund or its designee notice of such Corporate Actions to the extent that the Custodian’s central corporate actions department has actual knowledge of a Corporate Action in time to notify the Fund.

When a rights entitlement or a fractional interest resulting from a rights issue, Stock dividend, stock split or similar Corporate Action which bears an expiration date is received, the Custodian will endeavor to obtain an Instruction relating to such Corporate Action from an Authorized Person, but if such Instruction is not received in time for the Custodian to take timely action, or actual notice of such Corporate Action was received too late to seek such an Instruction, the Custodian is authorized to sell, or cause a Sub-Custodian to sell, such rights entitlement or fractional interest and to credit the applicable account with the proceeds and to take any other action it deems, in good faith, to be appropriate, in which case, provided it has met the standard of care in Section 16 hereof, it shall be held harmless by the particular Portfolio involved for any such action.

The Custodian will deliver proxies promptly to the Fund or its designated [ILLEGIBLE] pursuant to special arrangements which may have been agreed to in writing between the parties hereto. Such proxies shall be executed in the [ILLEGIBLE] nominee name relating to Securities registered in the name of such nominee [ILLEGIBLE]: without indicating the manner in which such proxies are to be voted; and [ILLEGIBLE] bearer Securities are involved, proxies will be delivered in accordance with an applicable Instruction, if any.

15.

Persons Having Access to the Portfolios .

(a) Neither the Fund nor any officer, director, employee or agent of the Fund the Fund’s investment adviser, or any sub-investment adviser, shall have physical access to the assets of any Portfolio held by the Custodian or any Sub-Custodian [ILLEGIBLE] be authorized or permitted to withdraw any investments of a Portfolio, nor shall [ILLEGIBLE] the Custodian or any Sub-Custodian deliver any assets of a Portfolio to any such person. No officer, director, employee or agent of the Custodian who holds any similar position with the Fund’s investment adviser, with any sub-investment adviser of the Fund or with the Fund shall have access to the assets of any Portfolio.

(b) Nothing in this Section 15 shall prohibit any Authorized Person from giving Instructions to the Custodian so long as such Instructions do not result in delivery of or access to assets of a Portfolio prohibited by paragraph (a) of this Section 15.

(c) The Custodian represents that it maintains a system that is reasonably designed to prevent unauthorized persons from having access to the assets that it holds (by any means) for its customers.

Concerning the Custodian .

(a) Scope of Services . The Custodian shall be obligated to perform only such services as are set forth in this Agreement or expressly contained in an Instruction given to the Custodian which is not contrary to the provisions of this Agreement.

(b) Standard of Care .

1. The Custodian will use reasonable care prudence and diligence with respect to its obligations under this Agreement and the safekeeping of property of the Portfolios. The Custodian shall be liable to, and shall indemnify and hold harmless the Fund from and against any loss which shall occur as the result of the failure of the Custodian or a Sub-Custodian to exercise reasonable care, prudence and diligence with respect to their respective obligations under this Agreement and the safekeeping of such property. The determination of whether the Custodian or Sub-Custodian

has exercised reasonable care, prudence and diligence in connection with their obligations under this Agreement shall be made in light of prevailing standards applicable to professional custodians in the jurisdiction in which such custodial services are performed. In the event of any loss to the Fund by reason of the failure of the Custodian or a Sub-Custodian to exercise reasonable care, prudence and diligence, the Custodian shall be liable to the Fund only to the extent of the Fund’s direct damages and expenses, which damages, for purposes of property only, shall be determined based on the market value of the property which is the subject of the loss at the date of discovery of such loss and without reference to any special condition or circumstances.

2. The Custodian will not be responsible for any act, omission, or default of, or for the solvency of, any central securities depository or clearing agency.

3. The Custodian will not be responsible for any act, omission, or default of, or for the solvency of, any broker or agent (not referred to in paragraph (b)(2) above) which it or a Sub-Custodian appoints and uses unless such appointment and use is made or done negligently or in bad faith. In the event such an appointment and use is made or done negligently or in bad faith, the Custodian shall be liable to the Fund only for direct damages and expenses (determined in the manner described in paragraph (b)(l) above) resulting from such appointment and use and, in the case of any loss due to an act, omission or default of such agent or broker, only to the extent that such loss occurs as a result of the failure of the agent or broker to exercise reasonable care (“reasonable care” for this purpose to be determined in light of the prevailing standards applicable to agents or brokers, as appropriate, in the jurisdiction where the services are performed).

4. The Custodian shall be entitled to rely, and may act, upon the advice of counsel experienced in the matters that are the subject of this Agreement (who may be counsel for the Fund) and shall be without liability for any action reasonably taken or omitted in good faith and without negligence pursuant to such advice.

5. The Custodian shall be entitled to rely upon any Instruction it receives pursuant to the applicable Sections of this Agreement that it reasonably believes to be genuine and to be from an Authorized Person. In the event that the Custodian receives oral Instructions, the Fund or its designee shall cause to be delivered to the Custodian, by the close of business no later than the business day following the day that such oral Instructions were given to the Custodian, written Instructions confirming such oral Instructions, whether by hand delivery, telex or otherwise. The

Fund agrees that the fact that no such confirming written Instructions are received by the Custodian shall in no way affect the validity of the transactions or enforceability of the transactions hereby authorized by the Fund. The Fund agrees that the Custodian shall incur no liability to the Fund in connection with (i) acting upon oral Instructions given to the Custodian hereunder, provided such instructions reasonably appear to have been received from an Authorized Person or (ii) deciding not to act solely upon oral Instructions, provided that the Custodian first contacts the giver of such oral Instructions and requests written confirmation immediately following any such decision not to act.

6. The Custodian shall supply the Fund or its designee with such daily information regarding the cash and Securities positions and activity of each Portfolio as the Custodian and the Fund or its designee shall from time to time agree. It is understood that such information will not be audited by the Custodian and the Custodian represents that such information will be the best information then available to the Custodian. The Custodian shall have no responsibility whatsoever for the pricing of Securities, accruing for income, or for the failure of the Fund or its designee to reconcile differences between the information supplied by the Custodian and information obtained by the Fund or its designee from other sources, including but not limited to pricing vendors and the Fund’s investment adviser. Subject to the foregoing, to the extent that any miscalculation by the Fund or its designee of a Portfolio’s net asset value is attributable to the willful misfeasance, bad faith or negligence of the Custodian (including any Sub-Custodian ) in supplying or omitting to supply the Fund or its designee with information as aforesaid, the Custodian shall be liable to the Fund for any resulting loss (subject to such de minimis rule of change in value as the Board of Directors may from time to time adopt).

(c) Limit of Duties . Without limiting the generality of the foregoing, the Custodian shall be under no duty or obligation to inquire into, and shall not be liable for:

1. The validity of the issue of any Securities purchased by any Portfolio, the legality of the purchase thereof, or the propriety of the amount specified by the Fund or its designee for payment therefor;

2. The legality of the sale of any Securities by any Portfolio or the propriety of the amount of consideration for which the same are sold;

3. The legality of the issue or sale of any Shares, or the sufficiency of the amount to be received therefor;

4. The legality of the redemption of any Shares, or the propriety of the amount to be paid therefor;

5. The legality of the declaration or payment of any dividend or distribution by the Fund; or

6. The legality of any borrowing.

(d) The Custodian need not maintain any insurance for the exclusive benefit of the Fund, but hereby warrants that as of the date of this Agreement it is maintaining a bankers Blanket Bond and hereby agrees to notify the Fund in the event that such bond is canceled or otherwise lapses.

(e) Consistent with and without limiting the language contained in Section 16(a), it is specifically acknowledged that the Custodian shall have no duty or responsibility to:

1. Question any Instruction or make any suggestions to the Fund or an Authorized Person regarding any Instruction;

2. Supervise or make recommendations with respect to investments or the retention of Securities;

3. Subject to Section 16(b)(3) hereof, evaluate or report to the Fund or an Authorized Person regarding the financial condition of any broker, agent or other party to which Securities are delivered or payments are made pursuant to this Agreement; or

4. Review or reconcile trade confirmations received from brokers.

(f) Amounts Due from or to Transfer Agent . The Custodian shall not be under any duty or obligation to take action to effect collection of any amount due to any Portfolio from the Transfer Agent or its designee nor to take any action to effect payment or distribution by the Transfer Agent or its designee of any amount paid by the Custodian to the Transfer Agent in accordance with this Agreement.

(g) No Duty to Ascertain Authority . The Custodian shall not be under any duty or obligation to ascertain whether any Securities at any time delivered to or held by it for the Fund and specifically allocated to a Portfolio are such as may properly be held by the Fund under the provisions of the Articles of Incorporation and the Prospectus.

(h) Indemnification . The Fund agrees to indemnify and hold the Custodian harmless from all loss, cost, taxes, charges, assessments, claims, and liabilities (including, without limitation, liabilities arising under the Securities Act of 1933,

the Securities Exchange Act of 1934 and the 1940. Act and state or foreign securities laws) and expenses (including reasonable attorneys fees and disbursements) arising directly or indirectly from any action taken or omitted by the Custodian (i) at the request or on the direction of or in reliance on the advice of the Fund or in reasonable reliance upon the Prospectus or (ii) upon an Instruction; provided, that the foregoing indemnity shall not apply to any loss, cost, tax, charge, assessment, claim, liability or expense to the extent the same is attributable to the Custodian’s or any Sub-Custodian’s negligence, willful misconduct, bad faith or reckless disregard of duties and obligations under this Agreement or any other agreement relating to the custody of Fund property.

(i) The Fund agrees to hold the Custodian harmless from any liability or loss resulting from the imposition or assessment of any taxes or other governmental charges on a Portfolio.

(j) Without limiting the foregoing, the Custodian shall not be liable for any loss which results from:

1. the general risk of investing;

2. subject to Section 16(b) hereof, investing or holding property in a particular country including, but not limited to, losses resulting from nationalization, expropriation or other governmental actions; regulation of the banking or securities industry; currency restrictions, devaluations or fluctuations; and market conditions which prevent the orderly execution of securities transactions or affect the value of property held pursuant to this Agreement; or

3. consequential, special or punitive damages for any act or failure to act under any provision of this Agreement, even if advised of the possibility thereof.

(k) Force Majeure . No party shall be liable to the other for any delay in performance, or nonperformance, of any obligation hereunder to the extent that the same is due to forces beyond its reasonable control, including but not limited to delays, errors or interruptions caused by the other party or third parties, any industrial, juridical, governmental, civil or military action, acts of terrorism, insurrection or revolution, nuclear fusion, fission or radiation, failure or fluctuation in electrical power, heat, light, air conditioning or telecommunications equipment, or acts of God. The foregoing provisions shall not relieve Northern from any duty to act in accordance with the standard of care set forth in this Agreement in responding to an event of force majeure.

(1) Inspection of Books and Records . The Custodian shall create and maintain all records relating to its activities and obligations under this Agreement

in such manner as will meet the obligations of the Fund under the 1940 Act, with particular attention to Section 31 thereof and Rules 31a-1 and 31a-2 thereunder, and under applicable federal and state laws. All such records shall be the property of the Fund and shall at all times during regular business hours of the Custodian be open for inspection by duly authorized officers, employees and agents of the Fund and by the appropriate employees of the Securities and Exchange Commission. The Custodian shall, at the Fund’s request, supply the Fund with a tabulation of Securities and shall, when requested to do so by the Fund and for such compensation as shall be agreed upon between the Fund and the Custodian, include certificate numbers in such tabulations.

(m) Accounting Control Report . The Custodian shall provide, promptly, upon request of the Fund, such reports as are available concerning the internal accounting controls and financial strength of the Custodian.

17.

Term and Termination .

(a) This Agreement shall become effective on the date first set forth above (the “Effective Date”) and shall continue in effect thereafter until terminated in accordance with Section 17(b).

(b) Either of the parties hereto may terminate this Agreement with respect to any Portfolio by giving to the other party a notice in writing specifying the date of such termination, which, in case the Fund is the terminating party, shall be not less than ninety (90) days after the date of Custodian receives such notice or, in case the Custodian is the terminating party, shall be not less than one hundred eighty (180) days after the date the Fund receives such notice. In the event such notice is given by the Fund, it shall be accompanied by a certified resolution of the Board of Directors, electing to terminate this Agreement with respect to any Portfolio and designating a successor custodian or custodians.

(c) If either of the parties hereto (i) breaches any material provision of this Agreement, or (ii) is in default in the performance of its duties or obligations hereunder and such default has a material adverse effect on the other party, then in each case the non-defaulting party may give notice to the defaulting party specifying the nature of the default in sufficient detail to permit the defaulting party to identify and cure such default. If the defaulting party fails to cure such default within sixty (60) days of receipt of such notice or within such other period of time as the parties may agree is necessary for such cure, then the non-defaulting party may terminate this Agreement upon notice of not less than five (5) business days to the defaulting party. In the event of a termination of the Fund for cause, the Fund shall not be obligated to pay the “Early Termination Fee” as defined in the Omnibus Fee Agreement.

(d) In the event such notice is given by the Custodian pursuant to (b) or (c) above, the Fund shall, on or before the termination date, deliver to the Custodian a certified resolution of the Board of Directors, designating a successor custodian or custodians. In the absence of such designation by the Fund, the Custodian may designate a successor custodian, which shall be a person qualified to so act under the 1940 Act. If the Fund fails to designate a successor custodian with respect to any Portfolio, the Fund shall upon the date specified in the notice of termination of this Agreement and upon the delivery by the Custodian of all Securities (other than Securities held in the Book-Entry System which cannot be delivered to the Fund) and moneys of such Portfolio, be deemed to be its own custodian and the Custodian shall thereby be relieved of all duties and responsibilities pursuant to this Agreement, other than the duty with respect to Securities held in the Book- Entry System which cannot be delivered to the Fund.

(e) Upon the date set forth in such notice as provided in this Section 17, this Agreement shall terminate to the extent specified in such notice, and the Custodian shall upon receipt of a notice of acceptance by the successor custodian on that date deliver directly to the successor custodian all Securities and moneys then held by the Custodian and specifically allocated to the Portfolio or Portfolios specified, after deducting all fees, expenses and other amounts for the payment or reimbursement of which it shall then be entitled with respect to such Portfolio or Portfolios.

18.

Miscellaneous .

(a) Annexed hereto as Schedule A is a certification signed by two of the present officers of the Fund setting forth the names of the present Authorized Persons. The Fund agrees to furnish to the Custodian a new certification in similar form in the event that any such present Authorized Person ceases to be such an Authorized Person or in the event that other or additional Authorized Persons are elected or appointed. Until such new certification is received by the Custodian, the Custodian shall be fully protected in acting under the provisions of this Agreement upon Instructions which Custodian reasonably believes were given by an Authorized Person, as identified in the last delivered certification. Unless such certification specifically limits the authority of an Authorized Person to specific matters or requires that the approval of another Authorized Person is required. Custodian shall be under no duty to inquire into the right of such person, acting alone, to give any instructions whatsoever under this Agreement.

(b) Any notice or other instrument in writing, authorized or required by this Agreement to be given to the Custodian, shall be sufficiently given if addressed to the Custodian and mailed or delivered to it at its offices at its address stated on the first page hereof or at such other place as the Custodian may from time to time designate in writing.

(c) Any notice or other instrument in writing, authorized or required by this Agreement to be given to the Fund, shall be sufficiently given if addressed to the Fund and mailed or delivered to it at its offices at its address shown on the first page hereof or at such other place as the Fund may from time to time designate in writing.

(d) Except as expressly provided herein, Agreement may not be amended or modified in any manner except by a written agreement executed by both parties with the same formality as this Agreement.

(e) This Agreement shall extend to and shall be binding upon the parties hereto, and their respective successors and assigns; provided, however, that this Agreement shall not be assignable by the Fund without the written consent of the Custodian, or by the Custodian without the written consent of the Fund, and any attempted assignment without such written consent shall be null and void.

(f) This Agreement shall be construed in accordance with the laws of the State of Illinois.

(g) The captions of the Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.

(h) This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one instrument.

(i) The Fund and the Custodian agree that the obligations of the Fund under this Agreement shall not be binding upon or any member of the Board of Directors or any shareholder, nominee, officer, employee or agent, whether past, present or future, of the Fund individually, but are binding only upon the assets and property of the Fund or of the appropriate Portfolio(s) thereof. The execution and delivery of this Agreement have been duly authorized by the Fund and signed by an authorized officer of the Fund, acting as such, but neither such authorization by the Fund nor such execution and delivery by such officer shall be deemed to have been made by any member of the Board of Directors or by any officer or shareholder of the Fund individually or to impose any liability on any of them personally, but shall bind only the assets and property of the Fund or of the

[ILLEGIBLE]

The undersigned, Dan Ellenwood, does hereby certify that he is the duly elected, qualified and acting Secretary of Asset Management Fund (the “Fund”) and further certifies that the person whose signature appears above is a duly elected, qualified and acting officer of the Fund with full power and authority to execute this Custody Agreement on behalf of the Fund and to take such other actions and execute such other documents as may be necessary to effectuate this

Exhibit (h)(1)

TRANSFER AGENCY AND SERVICE AGREEMENT

BETWEEN

ASSET MANAGEMENT FUND

AND

THE NORTHERN TRUST COMPANY

TABLE OF CONTENTS


		Page
1. Terms of Appointment and Duties		1

2. Third Party Administrators for Defined Contribution Plans		5

3. Fees and Expenses		6

4. Representations and Warranties of the Transfer Agent		6

5. Representations and Warranties of the Trust		6

6. Wire Transfer Operating Guidelines		7

7. Data Access and Proprietary Information		8

8. Indemnification		10

9. Standard of Care		11

10. Confidentiality		11

11. Covenants of the Trust and the Transfer Agent		12

12. Termination of Agreement		13

13. Assignment and Third Party Beneficiaries		14

14. Subcontractors		15

15. Miscellaneous		15

16. Additional Funds		17

17. Release		17


Schedule A		Fund List
Schedule B		AML Delegation
Schedule C		Third Party Administrator Procedures
Schedule D		Security Procedures

TRANSFER AGENCY AND SERVICE AGREEMENT

AGREEMENT made as of this 1 ^st day of November, 2009, by and between Asset Management Fund, a, statutory trust organized under the laws of the state of Delaware with its principal place of business at 230 W. Monroe Street, Chicago, Illinois 60606 (the “Trust”), acting on its own behalf and on behalf of each of its series listed in Schedule A, and THE NORTHERN TRUST COMPANY, an Illinois State Bank having its principal office and place of business at 50 S. LaSalle Street, Chicago, Illinois 60603 (the “Transfer Agent”).

WHEREAS, the Trust is authorized to issue shares in separate series, with each such series representing interests in a separate portfolio of securities and other assets;

WHEREAS, each series of the Trust named in the attached Schedule A, which may be amended by the parties from time to time (each such series, together with all other series subsequently established by the Trust and made subject to this Agreement in accordance with Section 16 being herein referred to as a “Fund”, and collectively as the “Funds”); and

WHEREAS, the Trust, on behalf of the Funds, desires to appoint the Transfer Agent as its transfer agent, dividend disbursing agent, registrar and agent in connection with certain other activities, and the Transfer Agent desires to accept such appointment.

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows:

1. Terms of Appointment and Duties .

1.1

Transfer Agency Services. Subject to the terms and conditions set forth in this Agreement, the Trust, on behalf of the Funds, hereby employs and appoints the Transfer Agent to act as, and the Transfer Agent agrees to act as its transfer agent for each Fund’s authorized and issued shares of beneficial interest (“Shares”), dividend disbursing agent, registrar and agent in connection with any accumulation, open-account or similar plan provided to the shareholders of each of the respective Funds of the Trust (“Shareholders”) and set out in the currently effective prospectus(es) and statement(s) of additional information (“prospectus”) of the Trust on behalf of the Funds, including without limitation any periodic investment plan or periodic withdrawal program. In accordance with procedures established from time to time by agreement between the Trust on behalf of the Funds, as applicable, and the Transfer Agent, the Transfer Agent agrees that it will perform the following services:

	(a)		Receive for acceptance, orders for the purchase of Shares, and deliver payment and appropriate documentation thereof as soon as reasonably practicable to the custodian of the Trust authorized by the Trust (the “Custodian”);

	(b)		Pursuant to purchase orders, issue the appropriate number of Shares and hold such Shares in the appropriate Shareholder account;

	(c)		Receive for acceptance redemption requests and redemption directions and effect redemptions. Deliver the appropriate instructions thereof to the Custodian.

	(d)		The Transfer Agent will execute transactions directly with those broker-dealers or intermediaries who have been approved in advance in writing by the distributor. In the event that a transaction is requested by a broker-dealer who has not been pre-approved in writing by the distributor, the Transfer Agent will notify the Trust and the distributor as soon as reasonably practicable of the request. The Transfer Agent may accept or reject the requested transaction in accordance with procedures established from time to time. The Trust shall be responsible for all losses or claims resulting from the Transfer Agent executing such transactions with any broker-dealers that have not been pre-approved in writing by the distributor, provided that the Transfer Agent acted in good faith and without negligence or willful misconduct;

	(e)		At the appropriate time as and when it receives monies paid to it from the custodian with respect to any redemption, pay over or cause to be paid over in the appropriate manner such monies as instructed by the redeeming Shareholders;

	(f)		Effect transfers of Shares by the registered owners thereof upon receipt of appropriate instructions;

	(g)		Prepare and transmit payments for dividends and distributions declared by the Trust on behalf of the applicable Fund;

	(h)		Issue replacement checks and place stop orders on original checks based on a Shareholder’s representation that a check was not received or was lost. Such stop orders and replacements will be deemed to have been made at the request of the Trust, and Trust shall be responsible for all losses or claims resulting from such replacement, provided that the Transfer Agent acted in good faith and without negligence or willful misconduct;

	(i)		Maintain records of account for and advise the Trust and its Shareholders as to the foregoing;

	(j)		Record the issuance of Shares of the Trust and maintain pursuant to SEC Rule 17Ad-l0(e) a record of the total number of Shares of the Trust which are authorized, based upon data provided to it by the Trust, and issued and outstanding. The Transfer Agent shall also provide the Trust on a regular basis with the total number of Shares which are authorized and issued and outstanding and shall have no obligation, when recording the issuance of Shares, to monitor the issuance of such Shares or to take cognizance of any laws relating to the issue or sale of such Shares, which functions shall be the sole responsibility of the Trust; and

	(k)		Accept any information, records, documents, data, certificates, transaction requests by machine readable input, facsimile, CRT data entry, electronic instructions, including e-mail communications, which have been prepared, maintained or performed by the Trust or any other person or firm on behalf of the Trust or from broker-dealers of record or third-party administrators on behalf of individual Shareholders. With respect to transaction requests, the Transfer Agent may rely on the Trust to ensure that the original source documentation is in good order, which includes compliance with Rule 22c-1 under the Investment

			Company Act of 1940, as amended, and the Trust will require the broker-dealers or TPAs to retain such documentation. E-mail exchanges on routine matters may be made directly with the Trust’s contact at the Transfer Agent. The Transfer Agent will not act on any e-mail communications coming to it directly from Shareholders requesting transactions, including, but not limited to, monetary transactions, change of ownership, or beneficiary changes;

	(I)		Maintain such bank accounts as the Transfer Agent shall deem necessary to the performance of its duties hereunder, including but not limited to, the processing of Share purchases and redemptions and the payment of the Trust dividends;

	(m)		Report abandoned property to state authorities as authorized by the Trust in accordance with the policies and procedures agreed upon by the Trust and the Transfer Agent; provided that the Trust agrees to pay the Transfer Agent for the reasonable out-of-pocket expenses associated with such services; and

	(n)		Provide coordination and assistance with respect to proxy statements of the Trust and Shareholder meetings;

	(o)		Research and provide Shareholders with their account information through various means, including but not limited to, telephone calls and correspondence;

	(p)		Provide the Trust with periodic reports on trading activity in the Trust based on parameters provided to the Transfer Agent by the Trust, as amended from time to time. The services to be performed by the Transfer Agent For the Trust under this section 1.1(p) will be ministerial only and the Transfer Agent shall have no responsibility for monitoring or reviewing market timing activities; and

	(q)		Account for and administer the redemption fees if applicable on the redemption and exchange of Shares in accordance with written procedures agreed upon with the Trust;

	(r)		Answer telephone inquiries on such dates and times as the parties shall mutually agree. Such inquiries may include requests for information on account set-up and other general questions regarding operation of the Funds; and

	(s)		Process order or redemption requests received in proper form by the times specified in the Prospectus.

1.2

Additional Services. In addition to, and neither in lieu nor in contravention of, the services set forth in the above Section 1.1. the Transfer Agent shall perform the following services:

(a)

Other Customary Services. Perform the customary services of a transfer agent, dividend disbursing agent, registrar and, as relevant, agent in connection with accumulation, open-account or similar plan (including without limitation any periodic investment plan or periodic withdrawal program), including but not limited to: maintaining all Shareholder accounts, mailing Shareholder reports, prospectuses and, upon request, statements of additional information to current Shareholders, withholding taxes on U.S. resident and non-resident alien accounts, preparing and filing U.S. Treasury

			Department Forms 1099 and other appropriate forms required with respect to dividends and distributions by federal authorities for all Shareholders, preparing and mailing confirmation forms and statements of account to Shareholders for all purchases and redemptions of Shares and other confirmable transactions in Shareholder accounts, preparing and mailing activity statements for Shareholders, providing Shareholder account information, and providing the Trust with all such reports as the Trust or its agents may reasonably require as the Transfer Agency system may support in accordance with the fee arrangement for such reports In the Fee Agreement (as defined below).

	(b)		Control Book (also known as “Super Sheet”). Maintain a daily record and produce a daily report for the Trust of all transactions and receipts and disbursements of money and securities and deliver a copy of such report for the Trust for each business day to the Trust no later than 10:00 AM Eastern Time on the next business day;

	(c)		National Securities Clearing Corporation (the “NSCC”). (i) accept and effectuate the registration and maintenance of accounts through Networking and the purchase, redemption, transfer and exchange of shares in such accounts through Fund/SERV (Networking and Fund/SERV being programs operated by the NSCC on behalf of NSCC’s participants, including the Trust), in accordance with, instructions transmitted to and received by the Transfer Agent by transmission from NSCC on behalf of broker-dealers and banks which have been established by, or in accordance with instructions of authorized persons, as hereinafter defined on the dealer file maintained by the Transfer Agent; (ii) issue instructions to the Trust’s banks for the settlement of transactions between the Trust and NSCC (acting on behalf of its broker- dealer and bank participants); (iii) provide account and transaction information from the Trust’s records on the Transfer Agent’s system in accordance with NSCC’s Networking and Fund/SERV rules for those broker-dealers; and (iv) maintain Shareholder accounts on such system through Networking;

	(d)		New Procedures. New procedures as to who shall provide certain of these services in Section 1 may be established in writing from time to time by agreement between the Trust and the Transfer Agent. The Transfer Agent may at times perform only a portion of these services and the Trust or its agent may perform these services on such Trust’s behalf;

	(e)		Anti-Money Laundering (“AML”) Delegation. If the Trust elects to delegate to the Transfer Agent certain AML duties under this Agreement, the parties will agree to such duties and terms as stated in the attached schedule (Schedule B entitled “AML Delegation”) which may be changed from time to time subject to mutual written agreement between the parties. In consideration of the performance of the duties by the Transfer Agent pursuant to this Schedule B, the Trust agrees to pay the Transfer Agent the fees set forth in the Fee Agreement (as defined below); and

	(f)		Laws and Regulation. The Transfer Agent will take reasonable steps to stay informed of new securities and tax laws and regulations which apply to the Transfer Agent’s products and services hereunder and will take reasonable

steps to update its products and/or services to comply with new securities and tax laws and regulations applicable to its transfer agency business in the time and manner as required by such laws and regulations.

	1.3		Fiduciary Accounts. With respect to certain retirement plans or accounts (such as individual retirement accounts (“IRAs”), Roth IRAs and Coverdell IRAs, such accounts, “Fiduciary Accounts”), the Transfer Agent, at the request of the Trust, shall arrange for the provision of appropriate prototype plans as well as provide for or arrange for the provision of various services to such plans and/or accounts, which services may include custodial services, account set-up maintenance, and disbursements as well as such other services as the parties hereto shall mutually agree.

	1.4		Service Quality. The Transfer Agent shall maintain a quality control process designed to provide a consistent level of quality and timeliness for its call center, correspondence services and transaction processing.

Third Party Administrators for Defined Contribution Plans

	2.1		The Trust may decide to make available to certain of its customers, a. qualified plan program (the “Program”) pursuant to which the customers (“Employers”) may adopt certain plans of deferred compensation (“Plan or Plans”) for the benefit of the individual Plan participant (the “Plan Participant”), such Plan(s) being qualified under Section 401 (a) of the Internal Revenue Code of 1986, as amended (“Code”) and administered by third party administrators which may be plan administrators as defined in the Employee Retirement Income Security Act of 1974, as amended (the “TPA(s)”).

	2.2		In accordance with the procedures established in the initial Schedule C entitled ‘Third Party Administrator Procedures”, as may be amended by the Transfer Agent and the Trust from time to time (“Schedule C”), the Transfer Agent shall:

	(a)		Treat Shareholder accounts established by the Plans in the name of the Plan trustees, Plans or TPAs as the case may be as omnibus accounts;

	(b)		Maintain omnibus accounts on its records in the name of the TPA or its designee as the Plan trustee for the benefit of the Plan; and

	(c)		Perform all services under Section 1 as transfer agent of the Trust and not as a record-keeper for the Plans.

2.3

Transactions identified under Section 2 of this Agreement shall be deemed exception services (“Exception Services”) when such transactions:

	(a)		Require the Transfer Agent to use methods and procedures other than those usually employed by the Transfer Agent to perform services under Section 1 of this Agreement.

	(b)		Involve the provision of information to the Transfer Agent after the commencement of the nightly processing cycle of the Transfer Agent’s system; or

(c)

Require more manual intervention by the Transfer Agent, either in the entry of data or in the modification or amendment of reports generated by the Transfer Agent’s system than is usually required by non-retirement plan and pre-nightly transactions.

3. Fees and Expenses. For the performance by the Transfer Agent pursuant to this Agreement, the Trust agrees to pay the Transfer Agent the fees and expenses as agreed to in the Omnibus Fee Agreement between the Trust and the Transfer Agent dated as of November 1, 2009 (the “Fee Agreement”).

4. Representations and Warranties of the Transfer Agent

The Transfer Agent represents and warrants to the Trust that:

	4.1		It is a trust company duly organized and existing and in good standing under the laws of Illinois and shall remain so as long as this Agreement is in effect.

	4.2		It is duly qualified to carry on its business in each jurisdiction in which it does business where its activities would require such qualification.

	4.3		It is empowered under applicable laws and by its Charter and By-Laws to enter into and perform this Agreement.

	4.4		It is a transfer agent fully registered as a transfer agent pursuant to Section 17A(c)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and shall remain so during the term of this Agreement.

	4.5		All requisite corporate actions have been taken to authorize it to enter into and perform this Agreement.

	4.6		It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.

	4.7		It shall comply in all material respects with all laws, rules and regulations, including all provisions of the Exchange Act and the rules thereunder and all state laws, rules and regulations applicable to its transfer agency business.

Representations and Warranties of the Trust

This Trust represents and warrants to the Transfer Agent that:

	5.1		It is a statutory trust duly organized and existing and in good standing under the laws of the State of Delaware.

	5.2		It is empowered under applicable law and by its organizational documents to enter into and perform this Agreement.

	5.3		All corporate actions required by said organizational documents have been taken to authorize it to enter into and perform this Agreement.

	5.4		It is an open-end and diversified management investment company registered under the Investment Company Act of 1940, as amended.

	5.5		A registration statement under the Securities Act of 1933, as amended is currently effective and will remain effective, and appropriate state securities taw filings have been made and will continue to be made, with respect to all Shares of the Funds being offered for sale.

Wire Transfer Operating Guidelines/Article 4 A of the Uniform Commercial Code

	6.1		Obligation of Sender. The Transfer Agent is authorized to promptly debit the appropriate Trust account(s) upon the receipt of a payment order in compliance with the designated security procedure attached hereto as Schedule D chosen for Fund transfer (the “Security Procedure”) and in the amount of money that the Transfer Agent has been instructed to transfer. The Transfer Agent shall execute payment orders in compliance with the Security Procedure and with the Trust’s instructions on the execution date provided that such payment order is received by the customary deadline for processing such a request, unless the payment order specifies a later time. All payment orders and communications received after the customary deadline will be deemed to have been received the next business day.

	6.2		Account Numbers. The Transfer Agent shall process all payment orders on the basis of the account number contained in the payment order. In the event of a discrepancy between any name indicated on the payment order and the account number, the account number shall take precedence and govern.

	6.3		Rejection. The Transfer Agent reserves the right to decline to process or delay the processing of a payment which (a) is in excess of the collected balance in the account to be charged at the time of the Transfer Agent’s receipt of such payment order; (b) if initiating such payment order would cause the Transfer Agent, in the Transfer Agent’s sole judgment, to exceed any volume, aggregate dollar, network time, credit or similar limits which are applicable to the Transfer Agent; or (c) if the Transfer Agent, in good faith, is unable to satisfy itself that the transaction has been properly authorized.

	6.4		Cancellation Amendment. The Transfer Agent shall use reasonable efforts to act on all authorized requests to cancel or amend payment orders received in compliance with the Security Procedure provided that such requests are received in a timely manner affording the Transfer Agent reasonable opportunity to act. However, in the absence of bad faith, negligence or willful misconduct, the Transfer Agent assumes no liability if the request for amendment or cancellation cannot be satisfied, provided that it has used reasonable efforts as set forth above.

	6.5		Errors. The Transfer Agent shall assume no responsibility for failure to detect any erroneous payment order provided that the Transfer Agent complies with the payment order instructions as received and the Transfer Agent complies with the Security Procedure. The Security Procedure is established for the purpose of authenticating payment orders only and not for the detection of errors in payment orders.

	6.6		Interest. Absent of bad faith, negligence or willful misconduct, the Transfer Agent shall assume no responsibility for lost interest with respect to the refundable amount of any unauthorized payment order, unless the Transfer Agent is notified of the unauthorized payment order within thirty (30) days of notification by the Transfer Agent of the acceptance of such payment order.

	6.7		ACH Credit Entries/Provisional Payments. When the Trust initiates or receives Automated Clearing House credit and debit entries pursuant to these guidelines and the rules of the National Automated Clearing House Association, the Transfer Agent will act as an Originating Depositary Financial Institution and/or Receiving Depository Financial Institution, as the case may be, with respect to such entries. Credits given by the Transfer Agent with respect to an ACH credit entry are provisional until the Transfer Agent receives final settlement for such entry from the Federal Reserve Bank. If the Transfer Agent does not receive such final settlement, the Trust agrees that the Transfer Agent shall receive a refund of the amount credited to the Trust in connection with such entry, and the party making payment to the Trust via such entry shall not be deemed to have paid the amount of the entry.

	6.8		Confirmation. Confirmation of Transfer Agent’s execution of payment orders shall be provided in accordance with Article 4A of the Uniform Commercial Code.

Data Access and Proprietary Information

7.1

The Trust acknowledges that the databases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Trust by the Transfer Agent as part of the Trust’s ability to access certain Trust-related data (“Customer Data”) maintained by the Transfer Agent on databases under the control and ownership of the Transfer Agent or other third party (“Data Access Services”) constitute copyrighted, trade secret, or other proprietary information (collectively, “Proprietary Information”) of substantial value to the Transfer Agent or other third party. In no event shall Proprietary Information be deemed Customer Data. The Trust agrees to treat all Proprietary Information as proprietary to the Transfer Agent or other third party and further agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Trust agrees for itself and its employees and agents to:

	(a)		Use such programs and databases (i) solely on the Trust’s or the Trust’s service providers’ computers, or (ii) solely from equipment at the location agreed to between the Trust and the Transfer Agent; and (iii) solely in accordance with the Transfer Agent’s applicable user documentation;

	(b)		Refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Trust’s computers)), the Proprietary Information;

	(c)		Refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform the Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s instructions;

	(d)		Refrain from causing or allowing information transmitted from the Transfer Agent’s computer to the Trust’s computer to be retransmitted to any other computer or other device except as expressly permitted by the Transfer Agent (such permission not to be unreasonably withheld); and

	(e)		Access only those authorized transactions as agreed to between the Trust and the Transfer Agent

	7.2		Proprietary Information shall not include all or any portion of any of the foregoing items that: (i) are or become publicly available without breach of this Agreement; (ii) are released for general disclosure by a written release by the Transfer Agent; or (iii) are already in the possession of the receiving party at the time of receipt without obligation of confidentiality or breach of this Agreement.

	7.3		The Trust acknowledges that its obligation to protect the Transfer Agent’s or other third party’s Proprietary Information is essential to the business interest of the Transfer Agent or other third party’s and that the disclosure of such Proprietary Information in breach of this Agreement would cause the Transfer Agent immediate, substantial and irreparable harm, the value of which would be extremely difficult to determine. Accordingly, the parties agree that, in addition to any other remedies that may be available in law, equity, or otherwise for the disclosure or use of the Proprietary Information in breach of this Agreement, the Transfer Agent shall be entitled to seek and obtain a temporary restraining order, injunctive relief, or other equitable relief against the continuance of such breach.

	7.4		If the Trust notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall use all commercially reasonable efforts to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Trust agrees to make no claim against the Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

	7.5		If the transactions available to the Trust include the ability to originate any electronic instructions including in order to (but without limitation): (i) effect the transfer or movement of cash or Shares; (ii) transmit Shareholder information or other information; or (iii) establish new Shareholder accounts, then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such instruction without undertaking any farther inquiry, the Trust in all cases shall be required to follow all security procedures reasonably established by the Transfer Agent from time to time, and Transfer Agent shall have no liability to the Trust or any Shareholder on account of any such action, in all cases, provided the Transfer Agent has acted in good faith and without negligence or willful misconduct.

7.6

Each party shall take reasonable efforts to advise its employees of their obligation pursuant to this Section 7. The obligations of this Section shall survive any earlier termination of this Agreement.

Indemnification

8.1

The Transfer Agent shall not be responsible for, and the Trust shall indemnify and hold the Transfer Agent, its directors, officers, employees and agents harmless from and against, any and all losses, damages, costs, charges, reasonable counsel fees (including the defense of any lawsuit in which the Transfer Agent or affiliate is a named party), payments, expenses and liability arising out of or attributable to:

	(a)		All actions of the Transfer Agent, its directors, officers, employees, agents or subcontractors required to be taken pursuant to this Agreement, provided that such actions are taken in good faith and without negligence or willful misconduct;

	(b)		The Trust’s lack of good faith, negligence or willful misconduct in the performance of its duties and obligations under this Agreement;

	(c)		The reliance upon, and any subsequent use of or action taken or omitted, by the Transfer Agent, its directors, officers, employees, agents or subcontractors on: (i) any information, records, documents, data, or services, which are received by the Transfer Agent, its directors, officers, employees, agents or subcontractors by machine readable input, facsimile, CRT data entry, electronic instructions, or other similar means authorized by the Trust, and which have been prepared, maintained or performed by the Trust or any other person or firm on behalf of the Trust, including, but not limited to any broker-dealer, TPA or previous transfer agent; (ii) any instructions or requests of the Trust or any of its officers; (iii) any instructions or opinions of legal counsel with respect to any matter arising in connection with the services to be performed by the Transfer Agent under this Agreement which are provided to the Transfer Agent after consultation with such legal counsel; or (iv) any paper or document, reasonably believed to be genuine, authentic, or signed by the proper person or persons;

	(d)		The acceptance of e-mail and facsimile transaction requests on behalf of individual Shareholders received from broker-dealers, TPAs or the Trust, and the reliance by the Transfer Agent on the broker-dealer, TPA or the Trust to ensure that the original source documentation is in good order and properly retained;

	(e)		The offer or sale of Shares in violation of federal or state securities laws or regulations requiring that such Shares be registered or in violation of any stop order or other determination or ruling by any federal or any state agency with respect to the offer or sale of such Shares (unless such violation results from the Transfer Agent’s failure to comply with written instructions of the Trust or of any officer of the Trust that no offers or sales be input into the Trust’s security holder records or to residents of such state);

	(f)		The negotiation and processing of any checks, wires and ACH payments including without limitation for deposit into the Trust’s demand deposit account

			maintained by the Transfer Agent, provided that the Transfer Agent has acted in good faith and without negligence or willful misconduct;

	(g)		Upon the Trust’s request entering into any agreements required by the NSCC for the transmission of Trust or Shareholder data through the NSCC clearing systems; or

	(h)		The Trust’s use of the Data Access Services furnished by the Transfer Agent or any other third party including without limitation the Trust’s origination of electronic transactions as described in Section 7.5 herein, provided that the Transfer Agent has acted in good faith withou.negligence or willful misconduct.

8.2

In order that the Indemnification provisions contained in this Section 8 shall apply, upon the assertion of a claim for which the Trust may be required to indemnify the Transfer Agent, the Transfer Agent shall promptly notify the Trust of such assertion, and shall keep the Trust advised with respect to all developments concerning such claim. The Trust shall have the option to participate with the Transfer Agent in the defense of such claim or to defend against said claim in its own name or in the name of the Transfer Agent. The Transfer Agent shall in no case confess any claim or make any compromise in any case in which the Trust may be required to indemnify the Transfer Agent except with the Trust’s prior written consent.

9.		Standard of Care

		The Transfer Agent shall at all times act in good faith and agrees to use its best efforts within reasonable limits to ensure the accuracy of all services performed under this Agreement, but assumes no responsibility and shall not be liable for loss or damage due to errors, including encoding and payment processing errors, unless said errors are caused by its negligence, bad faith, or willful misconduct or that of its employees or agents. The parties agree that any encoding or payment processing errors shall be governed by this standard of care and Section 4-209 of the Uniform Commercial Code is superseded by Section 9 of this Agreement. This standard of care also shall apply to Exception Services, as defined in Section 2,3 herein, hut such application shall take into consideration the manual processing involved in, and time sensitive nature of, Exception Services. Notwithstanding the foregoing, the Transfer Agent’s aggregate liability, other than any liability caused directly by the Transfer Agent’s bad faith or willful misconduct (as determined by a court of competent jurisdiction), during any calendar year of this Agreement with respect to, arising from or arising in connection with this Agreement, or from all services provided or omitted to be provided by the Transfer Agent under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, $680,000.

10.		Confidentiality

10.1

The Transfer Agent and the Trust agree that they will not, at any time during the term of this Agreement or after its termination, reveal, divulge, or make known to any person, firm, corporation or other business organization, any customers’ lists, trade secrets, cost figures and projections, profit figures and projections, or any other secret or confidential information whatsoever, whether of the Transfer Agent or of the Trust, used or gained by the Transfer Agent or the Trust during performance under this Agreement. The Trust and the Transfer Agent further covenant and agree to retain all such knowledge and information acquired during and after the term of

			this Agreement respecting such lists, trade secrets, or any secret or confidential information whatsoever in trust for the sole benefit of the Transfer Agent or the Trust and their successors and assigns. In the event of breach of the foregoing by either party, the remedies to the Transfer Agent provided by Section 7.3 shall be available to the party whose confidential information is disclosed. The above prohibition of disclosure shall not apply to the extent that the Transfer Agent must disclose such data to its subcontractor or the Trust agent for purposes of providing services under this Agreement.

	10.2		In the event that any requests or demands are made for the inspection of the Shareholder records of the Trust other than request for records of Shareholders pursuant to standard subpoenas from state or federal government authorities (i.e., divorce and criminal actions), the Transfer Agent will endeavor to notify the Trust and to secure instructions from an authorized officer of the Trust as to such inspection. The Transfer Agent expressly reserves the right, however, to exhibit the Shareholder records to any person whenever it is advised by counsel that it may be held liable for the failure to exhibit the Shareholder records to such person or if required by law or court order.

	10.3		Each party hereto acknowledges and agrees that, subject to the reuse and re- disclosure provisions of Regulation S-P, 17 CFR Part 248.11, it shall not disclose the non-public personal information of Shareholders obtained under this Agreement, except as necessary to carry out the services set forth in this Agreement or as otherwise permitted by law or regulation.

11.

Covenants of the Trust and the Transfer Agent

11.1

The Trust shall promptly furnish to the Transfer Agent the following:

	(a)		A certified copy of the resolution of the Board of Trustees of the Trust authorizing the appointment of the Transfer Agent and the execution and delivery of this Agreement;

	(b)		A copy of the organizational documents of the Trust and all material amendments thereto; and

	(c)		A copy of the written AML Program of the Trust.

	11.2		The Transfer Agent shall keep records relating to the services to be performed hereunder, in the form and manner as it may deem advisable, provided that the Transfer Agent shall comply with all laws, rules and regulations applicable to its transfer agency business with respect to the maintenance of such records. To the extent required by Section 31 of the Investment Company Act of 1940, as amended, and the Rules thereunder, the Transfer Agent agrees that all such records prepared or maintained by the Transfer Agent relating to the services to be performed by the Transfer Agent hereunder are the property of the Trust and will be preserved, maintained and made available in accordance with such Section and Rules, and will be surrendered promptly to the Trust on and in accordance with its request.

	11.3		The Transfer Agent agrees to provide periodic reports and reasonable documentation to the Trust’s Chief Compliance Officer in connection with Rule 38a-1 under the

			Investment Company Act of 1940, as amended, with respect to services provided by the Transfer Agent and the Transfer Agent’s compliance with its operating policies and procedures and hereby agrees to establish and maintain appropriate procedures for the production of checks.

	11.4		The Transfer Agent shall provide assistance to and cooperate with the Trust’s internal or external auditors in connection with any Trust-directed audits. The Transfer Agent shall provide such assistance in accordance with reasonable procedures and at reasonable frequencies, which shall not exceed twice each calendar year (and each such audit shall not exceed 5 business days) unless otherwise agreed to by the parties, and the Trust shall provide reasonable advance notice to the Transfer Agent of such audits. All costs and expenses incurred by Transfer Agent for any audits undertaken more frequently than twice each calendar year or any audit conducted lasting longer than five (5) business days, shall be paid for my the Trust upon demand unless otherwise agreed by the parties. For purposes of such audits, at the request of the Trust, the Transfer Agent will use reasonable efforts to make available, during normal business hours, all required records, data and operating processes for review by such auditors. On an annual basis, the Transfer Agent will provide the Trust with copies of its SAS 70 report. The Trust understands and agrees that its auditors will be required by the Transfer Agent to execute a confidentiality agreement prior to being given access to such records, data and operating processes.

12.

Termination of Agreement

	12.1		Term. Either party may terminate this Agreement upon one hundred eighty (180) days prior written notice from the Transfer Agent to the Trust or ninety (90) days prior written notice from the Trust to the Transfer Agent. Notwithstanding the termination of this Agreement, the terms and conditions of this Agreement shall continue to apply until the completion of Deconversion (as hereinafter defined). The notification requirements herein shall not apply to a termination for cause, which shall be governed by the provisions of Section 12.6 below.

	12.2		Deconversion. In the event that this Agreement is terminated or not renewed for any reason, the Transfer Agent agrees that, in order to provide for uninterrupted service to the Trust, the Transfer Agent, at the Trust’s request, shall offer reasonable assistance to the Trust’s in converting the Trust’s records from the Transfer Agent’s systems to whatever service or system provider is designated by the Trust (the “Deconversion”), subject to the recompense of the Transfer Agent for such reasonable assistance at its standard and customary rates and fees in effect at the time. As used herein “reasonable assistance” shall not include requiring the Transfer Agent (i) to assist any new service or system provider to modify, to alter, to enhance, or to improve such provider’s system, or to provide any new functionality to such provider’s system, (ii) to disclose any protected information of the Transfer Agent, or (iii) to develop Deconversion software, to modify any of the Transfer Agent’s software, or to otherwise alter the format of the data as maintained on any provider’s system.

	12.3		Termination

Outstanding Fees and Charges. In the event of termination or non-renewal of this Agreement, the Trust will promptly pay the Transfer Agent all fees and charges for the services provided under this Agreement which (i) have been accrued and remain unpaid as of the date of such notice of termination or non-renewal and (ii) which thereafter accrue for the period through and including the date of the Trust’s Deconversion.

Deconversion Costs and Post-Deconversion Support Fees. In the event of termination or non-renewal of this Agreement, the Trust shall pay the Transfer Agent the Deconversion costs as noted in Section 12.2 and all reasonable and customary fees and expenses for providing any support services that the Trust requests the Transfer Agent to provide post Deconversion, including, but not limited to tax reporting and open issue resolution.

	12.4		Confidential Information. Upon termination of this Agreement, each party shall return to the other party all copies of confidential or proprietary materials or information received from such other party hereunder, other than materials or information required to be retained by such party under applicable laws or regulation.

	12.5		Bankruptcy. Either party hereto may terminate this Agreement by notice to the other party, effective at any time specified therein, in the event that (a) the other party ceases to carry on its business or (b) an action is commenced by or against the other party under Title 11 of the United States Code or a receiver, conservator or similar officer is appointed for the other party and such suit, conservatorship or receivership is not discharged within thirty (30) days. In the event of a termination by the Trust pursuant to this Section 12.5, the Trust shall not be obligated to pay the “Early Termination Fee” as defined in the Omnibus Fee Agreement.

	12.6		Cause. If either of the parties hereto (a) breaches any material provision of this Agreement, or (b) is in default in the performance of its duties or obligations hereunder and such default has a material adverse effect on the other party, then in each case the non-defaulting party may give notice to the defaulting party specifying the nature of the default in sufficient detail to permit the defaulting party to identify and cure such default. If the defaulting party fails to cure such default within sixty (60) days of receipt of such notice or within such other period of time as the parties may agree is necessary for such cure, then the non-defaulting party may terminate this Agreement upon notice of not less than five (5) business days to the defaulting party. In the event of a termination by the Trust For cause, the Trust shall not be obligated to pay the “Early Termination Fee” as defined in the Omnibus Fee Agreement.

13.

Assignment and Third Party Beneficiaries

13.1

Except as provided in Section 14.1 below, neither this Agreement nor any rights or obligations hereunder may be assigned by either party without the written consent of the other party. Any attempt to do so in violation of this Section shall be void. Unless specifically stated to the contrary in any written consent to an assignment, no

			assignment will release or discharge the assignor from any duty or responsibility under this Agreement

	13.2		Except as explicitly stated elsewhere in this Agreement, nothing under this Agreement shall be construed to give any rights or benefits in this Agreement to anyone other than the Transfer Agent and the Trust, and the duties and responsibilities undertaken pursuant to this Agreement shall be for the sole and exclusive benefit of the Transfer Agent and the Trust. This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns.

	13.3		This Agreement does not constitute an agreement for a partnership or joint venture between the Transfer Agent and the Trust. Neither party shall make any commitments with third parties that are binding on the other party without the other party’s prior written consent.

14.

Subcontractors

14.1

The Transfer Agent may, without further consent on the part of the Trust, subcontract for the performance hereof with an affiliate of the Transfer Agent which is duly registered as a transfer agent pursuant to Section 17A(c)(2) of the Securities Exchange Act of 1934, as amended, or, with regard to print/mail services , with another affiliated or unaffiliated third party; provided, however that the Transfer Agent shall be fully responsible to the Trust for the acts and omissions of its affiliates as it is for its own acts and omissions. With regard to print/mail services or other services that are provided by a vendor not affiliated with the Transfer Agent, the Transfer Agent will use all reasonable commercial efforts to coordinate with such outside vendor and to timely and accurately provide all information requested by such vendor; provided, however, that the Transfer Agent shall not be held liable to the Trust or any affiliated party of the Trust for any act or failure to act by such outside vendor, provided, if the Transfer Agent selected such outside vendor, the Transfer Agent shall have exercised due care in selecting the same, and shall have acted without bad faith, negligence or willful misconduct.

14.2

For purposes of this Agreement, unaffiliated third parties include, by way of example and not limitation, Federal Express, United Parcel Services, Airborne Services, the US Mails, DTCC and telecommunication companies, shall not be deemed to be subcontractors of the Transfer Agent.

15. Miscellaneous

15.1

Amendment. This Agreement may be amended or modified by a written agreement executed by both parties and authorized or approved by a resolution of the Board of Trustees of the Trust.

15.2

Illinois Law to Apply. This Agreement shall be construed and the provisions thereof interpreted under and in accordance with the laws of The State of Illinois.

15.3

Force Majeure. In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes, equipment or transmission failure or damage reasonably beyond its control, or other causes

			reasonably beyond its control, such party shall not be liable for damages to the other for any damages resulting from such failure to perform or otherwise from such causes. The foregoing provisions shall not relieve the Transfer Agent from any duty to act in accordance with the standard of care set forth in this Agreement in responding to an event of force majeure. In the event of a disaster rendering the Transfer Agent’s systems or facilities inoperable, the Transfer Agent will use all reasonable efforts to continue to provide services to the Trust in accordance with the Transfer Agent’s then current business continuity plan that complies with applicable laws, rules and regulations and includes such general back-up facilities as the Transfer Agent reasonably determines to be appropriate. The Transfer Agent will provide to the Trust information regarding its business continuity plan as the Board of Trustees of the Trust may reasonably request from time to time.

	15.4		Consequential Damages. Neither party to this Agreement shall be liable to the other party for special, indirect or consequential damages under any provision of this Agreement or for any special, indirect or consequential damages arising out of any act or failure to act hereunder.

	15.5		Survival. All provisions regarding indemnification, warranty, liability, and limits thereon, and confidentiality and/or protections of proprietary rights and trade secrets shall survive the termination of this Agreement.

	15.6		Severability. If any provision or provisions of this Agreement shall he held invalid, unlawful, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired.

	15.7		Priorities Clause. In the event of any conflict, discrepancy or ambiguity between the terms and conditions contained in this Agreement and any Schedules or attachments hereto, the terms and conditions contained in this Agreement shall take precedence.

	15.8		Waiver. No waiver by either party or any breach or default of any of the covenants or conditions herein contained and performed by the other party shall be construed as a waiver of any succeeding breach of the same or of any other covenant or condition.

	15.9		Merger of Agreement. This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof whether oral or written.

	15.10		Counterparts. This Agreement may be executed by the parties hereto on any number of counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

	15.11		Reproduction of Documents. This Agreement and all schedules, exhibits, attachments and amendments hereto may be reproduced by any photographic, photostatic, microfilm, micro-card, miniature photographic or other similar process. The parties hereto each agree that any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding, whether or not the original is in existence and whether or not such reproduction was made by a party in the regular course of business, and that any enlargement, facsimile or further reproduction shall likewise be admissible in evidence.

15.12

Notices. All notices and other communications as required or permitted hereunder shall be in writing and sent by first class mail, postage prepaid, addressed as follows or to such other address or addresses of which the respective party shall have notified the other.

	(a)		If to the Transfer Agent, to:

			The Northern Trust Company 50 S. LaSalle Street Chicago, Illinois 60603 Attention: Head of Transfer Agency Services

	(b)		If to the Trust, to:

			Asset Management Fund 230 W. Monroe Chicago, Illinois 60606 Attention:

16.

Additional Funds

In the event that the Trust establishes one or more series of Shares, in addition to those listed on the attached Schedule A, with respect to which it desires to have the Transfer Agent render services as Transfer Agent under the terms hereof, it shall so notify the Transfer Agent in writing, and if the Transfer Agent agrees in writing to provide such services, such series of Shares shall become a Fund hereunder.

17.

Release

All parties hereto acknowledge and agree that any and all liabilities of the Trust arising, directly or indirectly, under this Agreement will be satisfied solely out of the assets of the Trust and that no Trustee or officer or shareholder of the Trust shall be personally liable for any such liabilities. All persons dealing with any Fund must look solely to the property belonging to the Fund for the enforcement of any claims against it.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in their names and on their behalf by and through their duly authorized officers, as of the day and year first above written.

FORM OF SCHEDULE A
FUND LIST

Dated: 9/30/09

AMF Money Market Fund: Class I Shares
AMF Money Market Fund: Class D Shares
AMF Ultra Short Fund
AMF Ultra Short Mortgage Fund
AMF Short U.S. Government Fund
AMF Intermediate Mortgage Fund
AMF U.S. Government Mortgage Fund
AMF Large Cap Equity Fund

FORM OF SCHEDULE B
AML DELEGATION

Dated: 9/30/09

[ILLEGIBLE]

			[ILLEGIBLE] to the terms and conditions set forth in this Agreement, the Trust hereby [ILLEGIBLE] to the Transfer Agent those aspects of the Trust’s Anti-Money Laundering [ILLEGIBLE] (the “AML Program”) for accounts of the Trust (the “Accounts”) that are set [ILLEGIBLE] in Section 4 below (the “Delegated Duties”). The Delegated Duties set forth in [ILLEGIBLE] 4 may be amended, from time to time, by mutual agreement of the Transfer [ILLEGIBLE] and the Trust upon the execution by such parties of a revised Schedule B bearing later date than the date hereof.

			The Transfer Agent agrees to perform such Delegated Duties, with respect to the Accounts for which the Transfer Agent maintains the applicable shareholder information, subject to and in accordance with the terms and conditions of this Agreement.

			Consent to Examination. In connection with the performance by the Transfer Agent of the Delegated Duties, the Transfer Agent understands and acknowledges that the Trust remains responsible for assuring compliance with the USA PATRIOT Act and its applicable implementing regulations and that the records the Transfer Agent maintains for the Trust relating to the Delegated Duties may be subject, from time to time, to examination and/or inspection by federal regulators in order that the regulators may evaluate such compliance. The Transfer Agent hereby consents to such examination and/or inspection and agrees to cooperate with such federal regulators in connection with their review. For purposes of such examination and/or inspection, the Transfer Agent will use its best efforts to make available, during normal business hours and on reasonable notice all required records and information for review by such regulators.

			Limitation on Delegation. The Trust acknowledges and agrees that in accepting the delegation hereunder, the Transfer Agent is agreeing to perform only the Delegated Duties, as may be amended from time to time, and is not undertaking and shall not be responsible for any other aspect of the AML Program for the Trust or for the overal compliance by the Trust with the USA PATRIOT Act or for any other matters that [ILLEGIBLE] not been delegated hereunder. Additionally, the parties acknowledge and agree that [ILLEGIBLE] Transfer Agent shall only be responsible for performing the Delegated Duties [ILLEGIBLE] respect to the ownership of, and transactions in, the Accounts for which the [ILLEGIBLE] Agent maintains the applicable shareholder information.

4. Delegated Duties.

4.1

Consistent with the services provided by the Transfer Agent and with respect to ownership of shares in the Trust for which the Transfer Agent maintains the [ILLEGIBLE] shareholder information, the Transfer Agent shall:

(a) Perform the following customer identification and identity verification functions

i. Before establishing a relationship with a shareholder collect all [ILLEGIBLE] regarding the shareholder as is necessary to permit the Trust to comply with [ILLEGIBLE] and regulations regarding customer identification programs applicable to mutual

unless the shareholder is of a type where such identification is not required by such applicable law, rule or regulation;

ii. Refuse to open a new account for a business, entity or shareholder that refuses to provide appropriate identification documentation or place holds on transactions in shareholder accounts or freeze assets in shareholder accounts consistent with the Trust’s AML Program;

iii. Verify shareholder identity through documentary evidence, non-documentary evidence, or both within a reasonable time after each shareholder’s account has been opened; and

iv. If a Federal government agency issues a list of known or suspected terrorists, insofar as required by law, rule or regulation applicable to mutual funds, check the list to determine whether a shareholder of the Trust appears thereon and comply with Federal directives issued in connection with such lists that are applicable to mutual funds.

(b) Determine whether any persons or entities engaging in a new account or registration maintenance transaction is listed on the Office of Foreign Assets Control (“OFAC”) Specially Designated Nationals and Blocked Persons list (“OFAC-Listed Entities”) and such other lists or databases as may be required from time to time by law, rule or regulation applicable to mutual funds and take such other action as required by such applicable law, rule and regulation in the event of a match with OFAC-Listed Entities or such lists or databases.

(c) Review and monitor transactions for suspicious activity in accordance with the Trust’s AML program, using criteria as agreed and defined in service level agreements, including but not limited to monitoring and tracking cash equivalents as required by current regulatory requirements.

(d) Advise the Trust’s AML Officer of any suspicious activity and provide any information required to facilitate the Trust’s filing of a suspicious activity report (“SAR”). Advise the Trust’s AML Officer of any cash equivalent transactions that would require the filing of TRS Form 8300 to facilitate the Trust’s filing of such form.

(e) Compare account information to any FinCEN request received by the Trust and provided to the Transfer Agent pursuant to USA PATRIOT Act Sec. 314(a). Provide the Trust with documents/information necessary to respond to requests under USA PATRIOT Act Sec. 314(a) within required time frames.

4.2

In the event that the Transfer Agent detects activity as a result of the Foregoing procedures, which necessitates the filing by the Transfer Agent of a SAR, a Form 8300 or other similar report or notice to OFAC, then the Transfer Agent shall also immediately notify the Trust, unless prohibited by applicable law.

FORM OF SCHEDULE C
THIRD PARTY ADMINISTRATOR PROCEDURES

Dated: 9/30/09

1.		On each day on which both the New York Stock Exchange and the Trust are open for business (a “Business Day”), the TPA(s) shall receive, on behalf of and as agent of the Trust, Instructions (as hereinafter defined) from the Plan. Instructions shall mean as to the Trust (i) orders by the Plan for the purchases of Shares, and (ii) requests by the Plan for the redemption of Shares; in each case based on the Plan’s receipt of purchase orders and redemption requests by Participants in proper form by the time required by the terms of the Plan, but not later than the time of day at which the net asset value of the Trust is calculated, as described from time to time in the applicable Fund’s prospectus. Each Business Day on which the TPA receives Instructions shall be a “Trade Date”.

2.		The TPA(s) shall communicate the TPA(s)’s acceptance of such Instructions to the applicable Plan.

3.		Or the next succeeding Business Day following the Trade Date on which it accepted Instructions for the purchase and redemption of Shares, (TD+1), the TPA(s) shall notify the Transfer Agent of the net amount of such purchases or redemptions, as the case may be, for each of the Plans In the case of net purchases by any Plan, the TPA(s) shall instruct the Trustees of such Plan to transmit the aggregate purchase price for Shares by wire transfer to the Transfer Agent on (TD+1). In the case of net redemptions by any Plan, the TPA(s) shall instruct the Trust’s custodian to transmit the aggregate redemption proceeds for Shares by wire transfer to the Trustees of such Plan on (TD+1). The times at which such notification and transmission shall occur on (TD+1) shall be as mutually agreed upon by the Trust, the TPA(s), and the Transfer Agent.

4.		The TPA(s) shall maintain separate records for each Plan, which record shall reflect Shares purchased and redeemed, including the date and price for all transactions, and Share balances. The TPA(s) shall maintain on behalf of each of the Plans a single master account with the Transfer Agent and such account shall be in the name of that Plan, the TPA(s), or the nominee of either thereof as the record owner of Shares owned by such Plan.

5.		The TPA(s) shall maintain records of all proceeds of redemptions of Shares and all other distributions not reinvested in Shares.

6.		The TPA(s) shall prepare, and transmit to each of the Plans, periodic account statements showing the total number of Shares owned by that Plan as of the statement closing date, purchases and redemptions of Shares by the Plan during the period covered by the statement, and the dividends and other distributions paid to the Plan on Shares during the statement period (whether paid in cash or reinvested in Shares).

7.		The TPA(s) shall, at the request and expense of the Trust, transmit to the Plans prospectuses, proxy materials, reports, and other information provided by the Trust for delivery to its shareholders.

8.		The TPA(s) shall, at the request of the Trust, prepare and transmit to the Trust or any agent designated by it such periodic reports covering Shares of each Plan as the Trust shall

FORM OF SCHEDULE D
SECURITY PROCEDURES

Security Procedures for payments (redemptions) would be as follows:

Redemption Requests made in writing must be signed by the registered owners or, for institutional accounts, by the person or persons who have been duly authorized on the account in writing. Redemptions to be made payable to an alternate payee or sent to an address other than the current address of record generally require a Medallion STAMP Signature Guarantee. Medallion STAMP Signature Guarantees may also be required on redemptions above a specified dollar amount as outlined in the then-current prospectus or as agreed between the Trust and the Transfer Agent from time to time.

Redemptions may be accepted via telephone only if the payment is to be made to the address or bank account on file. Redemptions must be instructed by a person who has previously been authorized in writing. Authorized persons will be asked to verify at least two data points on the account:

•		Account Name
•		Account Number
•		Mother’s Maiden Name (for individuals)
•		Account SSN or TIN

Exhibit (h)(2)

FUND ADMINISTRATION AND
ACCOUNTING SERVICES AGREEMENT

between

ASSET MANAGEMENT FUND

and

THE NORTHERN TRUST COMPANY

November 1, 2009

TABLE OF CONTENTS


Section			Page
1.	APPOINTMENT		1
2.	REPRESENTATIONS AND WARRANTIES		1
3.	DELIVERY OF DOCUMENTS		3
4.	SERVICES PROVIDED		3
5.	FEES AND EXPENSES		4
6.	DUTIES, RESPONSIBILITIES AND LIMITATION OF LIABILITY		4
7.	CONFIDENTIALITY		7
8.	NOTICES		7
9.	WAIVER		8
10.	FORCE MAJEURE		8
11.	AMENDMENTS		8
12.	TERM		8
13.	SEVERABILITY		9
14.	ASSIGNABILITY		9
15.	HEADINGS		9
16.	GOVERNING LAW		9
17.	COUNTERPARTS		9
18.	ENTIRE AGREEMENT		9
19.	TRUST PROVISIONS		9

Schedule A — Fund Administration Services Description		A-l

Schedule B — Fund Accounting Services Description		B-l

(i)

FUND ADMINISTRATION AND
ACCOUNTING SERVICES AGREEMENT

AGREEMENT made as of November 1, 2009 by and between Asset Management Fund (the “Fund” or the “Trust”), a Delaware statutory trust, and The Northern Trust Company (“Northern”), an Illinois corporation.

WITNESSETH:

WHEREAS, the Fund is a Delaware statutory trust and is registered as an open-end, management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”); and

WHEREAS, the Fund wishes to retain Northern to provide fund accounting and administration services with respect to the Fund, and Northern is willing to furnish such services;

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, it is agreed between the parties hereto as follows:

1. APPOINTMENT. The Fund hereby appoints Northern to provide services for the Fund, as described hereinafter, for the period and on the terms set forth in this Agreement. Northern accepts such appointment and agrees to furnish the services herein set forth in return for the compensation as provided in Section 5 of this Agreement.

2. REPRESENTATIONS AND WARRANTIES.

(a) Northern represents and warrants to the Fund that:

(i) Northern is a corporation, duly organized and existing under the laws of the State of Illinois;

(ii) Northern is duly qualified to carry on its business in the State of Illinois;

(iii) Northern is empowered under applicable laws and by its Articles of Incorporation and By-Laws to enter into and perform this Agreement;

(iv) All requisite corporate proceedings have been taken to authorize

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Northern to enter into and form this Agreement;

(v) Northern has, and will continue to have, access to the facilities, personnel and equipment required to fully perform its duties and obligations hereunder;

(vi) no legal or administrative proceedings have been instituted or threatened which would impair Northern’s ability to perform its duties and obligations under this Agreement;

(vii) Northern’s entrance into this Agreement shall not cause a material breach or be in material conflict with any other agreement or obligation of Northern or any law or regulation applicable to Northern; and

(viii) Northern has adopted and implemented written policies and procedures reasonably designed to prevent violations of the Federal Securities Laws (as defined in Rule 38a-1 under the 1940 Act) by the Fund and Northern, Northern will review, no less frequently than annually, the adequacy of the policies and procedures and the effectiveness of their implementation and will report to the Fund any material changes made to the policies and procedures since the date of the last report, and any material changes to the policies and procedures recommended as a result of the annual review. Northern will provide the Fund with an annual report of each Material Compliance Matter (as defined in Rule 38a-l under the 1940 Act) that occurred since the date of the last report.

(b) The Fund represents and warrants to Northern that:

(i) the Fund is a statutory trust, duly organized and existing and in good standing under the laws of Delaware;

(ii) the Fund is an investment company properly registered under the 1940 Act;

(iii) the Fund has the power under applicable laws and by its organizational documents to enter into and perform this Agreement;

(iv) all requisite actions have been taken by the Fund to authorize the Fund to enter into and perform this Agreement;

(v) no legal or administrative proceedings have been instituted or threatened which would impact the Fund’s ability to perform its duties and obligations under this Agreement; and

(vi) the Fund’s execution of this Agreement shall not cause a material

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breach or be in material conflict with any other agreement or obligation of the Fund or any law or regulation applicable to it.

3. DELIVERY OF DOCUMENTS. The Fund will promptly furnish to Northern such copies, properly certified or authenticated, of contracts, documents and other related information that Northern may request or requires to properly discharge its duties. Such documents may include but are not limited to the following:

(a) Actions of or on behalf of the Fund authorizing the appointment of Northern to provide certain services to the Fund and approving this Agreement;

(b) the Fund’s governing documents, e.g., By-Laws, Trust Instrument, Operating Agreement, etc.;

(c) The Fund’s currently effective registration statement under the Securities Act of 1933, as amended (the “1933 Act”), and the 1940 Act and the Fund’s Prospectus and Statement of Additional Information relating to the Fund and all amendments and supplements thereto as in effect from time to time;

(d) Opinions of counsel, if any, and auditors’ reports; and

(e) Such other agreements, certificates and documents as the Fund may enter into from time to time including securities lending agreements, futures and commodities account agreements, brokerage agreements and options agreements.

4. SERVICES PROVIDED.

(a) Northern will provide the following services subject to the control, direction and supervision of the Fund or its designee and in compliance with the procedures which may be established from time to time between the Trust and Northern; and all reasonable resolutions and policies implemented by the Fund:

(i) Fund Administration, and

(ii) Fund Accounting.

A general description of each of the above services is contained in Schedules A and B, respectively, to this Agreement.

(b) Northern will also:

(i) provide office facilities with respect to the provision of the services contemplated herein (which may be in the offices of Northern or a corporate affiliate of

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Northern);

(ii) provide or otherwise obtain personnel sufficient for provision of the services contemplated herein;

(iii) furnish equipment and other materials, which are necessary for provision of the services contemplated herein; and

(iv) keep records relating to the services contemplated herein in such form and manner as Northern may deem appropriate or advisable. Northern agrees that all such records prepared or maintained by Northern relating to the services provided hereunder are the property of the Fund and will be preserved and maintained at the Fund’s expense, and will be made available upon request of the Fund.

5. FEES AND EXPENSES.

(a) As compensation for the services rendered to the Fund pursuant to this Agreement, the Fund shall cause to be paid to Northern fees determined as set forth in The Omnibus Fee Agreement between the Fund and Northern dated as of November l, 2009.

(b) The Fund may request additional services, additional processing, or special reports which are not contemplated in this Agreement, and will provide such specifications and requirements documentation as may be reasonably required by Northern. If Northern elects to provide such services or arranges for such services to be provided, it shall be entitled to additional fees and expenses as its customary rates and charges as agreed upon by the parties.

(c) Northern will bear its own expenses in connection with the performance of the services under this Agreement except as agreed to by the parties, Expenses to be incurred in the operation of the Fund and to be borne by the Fund, include, but are not limited to: taxes, interest, brokerage fees and commissions; salaries and fees of officers and trustees; processing services and related fees; postage and mailing costs; costs of share certificates; advisory and administration fees; charges and expenses of pricing and data services, independent public accountants and custodians; insurance premiums including fidelity bond premiums; legal.

6. DUTIES, RESPONSIBILITIES AND LIMITATION OF LIABILITY.

(a) Northern shall be responsible for the performance of only such duties as

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are set forth in this Agreement. In the performance of its duties hereunder, Northern shall be obligated, as applicable, to exercise the due care and diligence of a professional fund administrator, and fund accountant in providing the services called for in this Agreement, including the services referenced in Section 4 of this Agreement, and in all events shall act in good faith in performing the services provided for under this Agreement.

(b) Northern shall not be liable for any error of judgment or mistake of law or for any loss or expense suffered by the Fund in connection with the matters to which this Agreement relates, except for a loss or expense directly caused by or resulting from willful misfeasance, bad faith or negligence on Northern’s part in the performance of or from reckless disregard by Northern of the obligations and duties specifically set forth in this Agreement. Northern shall not be liable for any special, indirect, incidental or consequential damages of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement.

(c) Subject to Northern performing its duties hereunder in accordance with the standards set forth in Sections 6(a) and 6(b) above, Northern shall not be responsible for, and the Fund shall indemnify and hold Northern harmless from and against, any and all losses, damages, costs, reasonable attorneys’ fees and expenses, payments, expenses and liabilities incurred by Northern, any of its agents, or the Fund’s agents in the performance of its/their duties hereunder, including but not limited to those arising out of or attributable to:

(i) any and all actions of Northern or its officers or agents required to be taken pursuant to this Agreement;

(ii) the reliance on or use by Northern or its officers or agents of information, records, or documents which are received by Northern or its officers or agents and furnished to them by or on behalf of the Fund, and which have been prepared or maintained by the Fund or any third party on behalf of the Fund including, without limitation, information, records, or documents from any prior provider of fund administration and/or fund accounting services to the Fund;

(iii) the Fund’s refusal or failure to comply with the terms of this Agreement or the Fund’s lack of good faith, or its actions, or lack thereof, involving negligence or willful misfeasance;

(iv) the breach of any representation or warranty of the Fund hereunder;

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(v) the taping or other form of recording of telephone conversations or other forms of electronic communications with members, or reasonable reliance by Northern on telephone or other electronic instructions of any person acting on behalf of a shareholder or shareholder account for which telephone or other electronic services have been authorized;

(vi) the reliance on or the carrying out by Northern or its officers of agents of any instructions reasonably believed to be given by a duly authorized person, or requests of or by the Fund or recognition by Northern of any certificates which representing shareholder interests (if any) are reasonably believed to bear the signatures of the officers of the Fund and the countersignature of any transfer agent or registrar of the Fund;

(vii) any delays, inaccuracies, errors in or omissions from information or data provided to Northern by data, corporate action pricing services or securities brokers and dealers;

(viii) the offer or sale of securities by the Fund in violation of any requirement under the Federal securities laws or regulations or the securities laws or regulations of any state, or in violation of any stop order or other determination or ruling by any Federal agency or any state agency with respect to the offer or sale of such shares in such state;

(ix) any failure of the Fund’s offering documents to comply with applicable laws, or any untrue statement of a material fact or omission of a material fact necessary to make any statement therein not misleading;

(x) the failure of the Fund to comply with applicable securities, tax, commodities and other laws, rules and regulations; and

(xi) all actions, inactions, omissions, or errors caused by or resulting from the willful misfeasance, bad faith or negligence of third parties to whom Northern or the Fund has assigned any rights and/or delegated any duties under this Agreement at the request of or as required by the Fund, provided that each of such third parties was chosen by the Fund.

(d) In performing its services hereunder, Northern shall be entitled to rely on any oral or written instructions, notices or other communications, including electronic transmissions, from the Fund and its custodian, officers and members, agents and other service providers which Northern reasonably believes to be genuine, valid and authorized, and shall be indemnified by the Fund for any loss or expense caused by such reasonable reliance.

(e) Northern shall indemnify and hold the Fund harmless from and against any and all losses, damages, costs, charges, reasonable attorneys’ fees and expenses, payments,

- 6 -

expenses and liabilities directly arising out of or attributable to Northern’s refusal or failure to comply with the material terms of this Agreement; Northern’s breach of any material representation made by it herein; or Northern’s lack of good faith, or acts involving negligence, willful misfeasance or reckless disregard of the duties specifically set forth in this Agreement.

(f) The indemnifications contained hereunder shall survive the termination of this Agreement.

7. CONFIDENTIALITY. Except as otherwise required by law or in connection with any required disclosure to a banking or other regulator, Northern agrees to treat confidential all records and other information relative to the Fund’s prior, present or potential shareholders, and to not use such records and information for any purpose other than performance of Northern’s responsibilities and duties hereunder. Northern may seek a waiver of such confidentiality provisions by furnishing reasonable prior notice to the Fund and obtaining approval in writing from the Fund, which approval shall not be unreasonably withheld. Waivers of confidentiality are automatically effective without further action by Northern where Northern may be exposed to civil or criminal fines, contempt proceedings or other liability for failure to comply, when requested to divulge such information by duly constituted governmental authorities with respect to Internal Revenue Service levies, subpoenas or similar actions, or with respect to requests by the Fund.

8. NOTICES. Any notice required or permitted hereunder shall be in writing and shall be deemed effective on the date of personal delivery (by private messenger, courier service or otherwise) or upon confirmed receipt of telex or facsimile, whichever occurs first, or upon receipt if by mail to the parties at the following address (or such other address as a party may specify by notice to the other):

If to the Fund:

Asset Management Fund
230 W. Monroe Street
Chicago, Illinois 60606
Attention: Dan Ellenwood
Fax: 312-214-4149

If to Northern:

The Northern Trust Company

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50 S. LaSalle Street
Chicago, Illinois 60603
Attention: Head of North American Global Fund Services
Fax: 312-444-5431

9. WAIVER. The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver nor shall it deprive such party of the right thereafter to insist upon strict adherence to the term of any term of this Agreement, Any waiver must be in writing signed by the waiving party.

10. FORCE MAJEURE. Northern shall not be responsible or liable for any harm, loss or damage suffered by the Fund, its members, or other third parties or for any failure or delay in performance of Northern’s obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond Northern’s control. In the event of a force majeure, any resulting harm, loss, damage, failure or delay by Northern will not give the Fund the right to terminate this Agreement. The foregoing provisions shall not relieve Northern from any duty to act in accordance with the standard of care set forth in this Agreement in responding to an event of force majeure.

11. AMENDMENTS. This Agreement may be modified or amended from time to time by mutual written agreement between the parties. No provision of this Agreement may be changed, discharged, or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, discharge or termination is sought.

12. TERM. This Agreement shall become effective on the date indicated above. This Agreement shall continue in effect unless the Fund gives ninety (90) days written notice of termination to Northern or Northern gives one hundred eighty (180) days written notice of termination to the Fund. Notwithstanding the foregoing, if either of the parties hereto (a) breaches any material provision of this Agreement, or (b) is in default in the performance of its duties or obligations hereunder and such default has a material adverse effect on the other party, then in each case the non-defaulting party may give notice to the defaulting party specifying the nature of the default in sufficient detail to permit the defaulting party to identify and cure such default. In the defaulting party fails to cure such default within sixty (60) days of receipt of such notice or within such other period of time as the parties may agree is necessary for such cure, then the non-defaulting party may terminate this Agreement upon notice of not less than five (5) business days to the defaulting party. In the event of a termination by the Fund for cause, the

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Fund shall not be obligated to pay the “Early Termination Fee” as defined in the Omnibus Fee Agreement.

13. SEVERABILITY. If any provision of this Agreement is invalid or unenforceable, the balance of the Agreement shall remain in effect, and if any provision is inapplicable to any person or circumstance it shall nevertheless remain applicable to all other persons and circumstances.

14. ASSIGNABILITY. This Agreement shall not be assigned by any of the parties hereto without the prior consent in writing of the other party, except that Northern may assign this Agreement to a successor of all or a substantial portion of its business, or to a party controlling, controlled by or under common control with Northern.

15. HEADINGS. All section headings contained in this Agreement are for convenience of reference only, do not form a part of this Agreement and shall not affect in any way the meaning or interpretation of this Agreement.

16. GOVERNING LAW. This Agreement shall be construed and the substantive provisions hereof interpreted under and in accordance with the laws of the State of Illinois.

17. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one instrument.

18. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement of the parties and supersedes all prior agreements and understanding between the parties relating to the subject matter hereof.

19. TRUST PROVISIONS. The Fund and Northern agree that the obligations of the Fund under this Agreement shall not be binding upon any member of the Board of Trustees or any shareholder, nominee, officer, employee or agent, whether past, present or future, of the Fund individually, but are binding only upon the assets and property of the Fund or of the

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appropriate series thereof. The execution and delivery of this Agreement have been duly authorized by the Fund and signed by an authorized officer of the Fund, acting as such, but neither such authorization by the Fund nor such execution and delivery by such officer shall be deemed to have been made by any member of the Board of Trustees or by any officer or shareholder of the Fund individually or to impose any liability on any of them personally, but shall bind only the assets and property of the Fund or of the appropriate series thereof.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly thereunto authorized representatives as of the date written above.

(CORPORATE SEAL)

The undersigned, Dan Ellenwood, does hereby certify that he/she is the duly elected, qualified and acting Secretary of Asset Management Fund (the “Company”) and further certifies that the person whose signature appears above is a duly elected, qualified and acting officer of the Company with full power and authority to execute this Agreement on behalf of the Company and to take such other actions and execute such other documents as may be necessary to effectuate this Agreement.

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SCHEDULE A
FUND ADMINISTRATON SERVICES

Northern Trust shall provide the following services, in each case, subject to the control, supervision and direction of the [Fund/Trust] and the Board of Trustees to the [Fund/Trust] and the review and comment by the [Fund/Trust’s] auditors and legal counsel and in accordance with procedures which may be established from time to time between the [Fund/Trust] and Northern Trust:

Description of Administration Services on a Continuous Basis:

Financial Reporting

	•		Prepare and review semi-annual and annual financial statements

	•		Prepare and assist with auditors’ supporting work papers, schedules and letters

	•		Provide office facilities for audits

	•		Prepare schedule of investments for Form NQ (quarterly reporting)

	•		Assist in the preparation of Form N-SAR and N-CSR

	•		Compile financial information required in a proxy if shareholder meetings are required

	•		Assist in the preparation of Rule 24f-2 filing

Tax Reporting

	•		Calculate and review declaration of income distributions for income and excise tax distribution requirements

	•		Calculate and review declaration of capital gain distributions for income and excise tax distribution requirements

	•		Compute tax basis provisions for both excise and income tax purposes

	•		Maintain records of wash losses and ongoing impact on the tax basis of investments

	•		Provide information for year-end shareholder tax reporting (Northern Trust shall not be responsible for 10/31/09 audits or financial statement reporting, however)

	•		Calculate Dividends Received Deduction for corporate shareholders

	•		Prepare tax footnotes for financial statements

	•		Request and maintain Form W-9 for Trustees and vendors

	•		Prepare, mail and file Form 1099-Misc for Trustees and vendors

Compliance Monitoring (post-trade)

	•		Perform independent daily/weekly/monthly/quarterly compliance testing in support of SEC 40-Act Rules and Diversification requirements, Fund prospectus and SAI requirements, IRS Qualification Requirements, Hedge Fund Offering Memorandum requirements and any general investment guideline monitoring requested.

	•		Prepare monthly/quarterly compliance reports to the CCO and reports for inclusion in quarterly board packages.

	•		Monitor regulatory environment

A-1

	•		Prepare trustee fee checks for Board members

	•		Prepare monthly expense reporting package for the advisor

Performance Reporting

	•		Calculate daily Fund performance information, including after-tax returns, as required

	•		Provide customized total return reporting to advisor

	•		Oversee daily, weekly and monthly NAV and performance dissemination to reporting agencies

	•		Prepare and file monthly, quarterly and annual questionnaires with reporting agencies

	•		Distribute dividend and capital gain information to reporting agencies

	•		Assist in the dissemination of monthly and quarterly portfolio holdings to Morningstar, Lipper, Thomson and others

A-2

SCHEDULE B
FUND ACCOUNTING SERVICES

Description of Accounting Services on a Continuous Basis:

	•		Maintain the books and records for the Fund’s assets in accordance of U.S. GAAP.

	•		Verify and record investment buy/sell transactions and compare to trade tickets received from the investment adviser for the Fund.

	•		Identify and record all corporate actions.

	•		Execute security pricing in accordance with the Fund’s pricing policy

	•		Accounting for portfolio transactions, income, expenses, capital share activity, and income/capital distributions within the Fund.

	•		Maintain historical tax lots for each security.

	•		Reconcile positions, entitlements, accruals, and cash with custody records. All breaks will be documented and provided on request.

	•		Update and report cash availability as required by the Adviser with beginning cash balance available for investment purposes.

	•		Calculation of the Fund’s Net Asset Value (NAV) according to deadlines.

	•		Deliver Fund’s Net Asset Value (NAV) to appropriate parties through predetermined methods (Email, Electronic Transmission)

	•		Create and deliver reporting package/s to appropriate parties on predetermined schedules.

	•		Deliver Fund specific data to identified agencies. (NASDAQ, ICI, etc.)

B-l

Exhibit (h)(3)

OMNIBUS FEE AGREEMENT

THIS AGREEMENT is made as of this 1st day of November, 2009, by and between ASSET MANAGEMENT FUND (the “Trust”), a Delaware statutory trust having its principal place of business at 230 West Monroe Street, Chicago, Illinois 60606, and THE NORTHERN TRUST COMPANY (“Northern”), an Illinois corporation having its principal place of business at 50 South LaSalle Street, Chicago, Illinois 60603.

WHEREAS, the Trust is an open-end management investment company registered under the Investment Company Act of 1940, as amended;

WHEREAS, the Trust and Northern are entering into a Custody Agreement dated as of November 1, 2009, a Fund Administration and Accounting Services Agreement dated as of November 1, 2009, and a Transfer Agency and Service Agreement dated as of November 1, 2009, concerning the provision of custodial, fund administration and accounting and transfer agency services, respectively, for the investment portfolios of the Trust; and

WHEREAS, the parties desire to set forth the compensation payable to Northern by the Trust under the Custody Agreement, Fund Administration and Accounting Services Agreement and Transfer Agency and Service Agreement (collectively the “Service Agreements”) collectively in this Omnibus Fee Agreement.

NOW, THEREFORE, in consideration of the mutual premises and covenants herein set forth, the parties agree as follows:

1. The parties have agreed that a single integrated fee plus certain out-of-pocket expenses shall be paid by the Trust as compensation to Northern for such services performed under the Service Agreements. The aggregate amount of the compensation due and payable to Northern for such services is set forth in Schedule A hereto.

2. The Trust agrees to pay fees and out-of-pocket expenses, if any, quarterly following the receipt of a fee notification. In the event that any of the charges are disputed in good faith, the Trust shall contact Northern following the issuance of the fee notification so that the fee charge can be researched and adjusted, as appropriate, before the direct debit takes place. If an error is discovered after the direct debit, an appropriate adjustment will be made to the fees in the following quarter.

3. Northern shall present any out-of-pocket expenses included in a fee notification to the Board of Trustees of the Trust for review at the next regularly scheduled Board meeting following the issuance of such fee notification.

4. In the event that the services provided by Northern in any Service Agreement are to be converted by the Trust to a successor service provider, or in-sourced by the Trust, or if the Trust is liquidated or its assets merged or purchased or the like with or by another entity which does not utilize the services of Northern during the first twelve months after the effective dates, the Trust shall pay Northern an amount calculated as if the services had been performed by Northern until the expiration of the first twelve months after the effective date and calculated

based on the fee schedule as of the date notice of termination was given to Northern, and the payment of all fees as set forth herein shall be accelerated to the business day immediately prior to the conversion or termination of services (the “Early Termination Fee”).

5. This Agreement shall be governed by, and its provisions shall be construed in accordance with, the laws of the State of Illinois.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be fully executed as of the day and year first written above.

SCHEDULE A

The Trust shall pay Northern a flat fee of $680,000 per annum, which during the first two years of the Service Agreements, shall include compensation for Normal Out-of-Pocket Expenses (as defined below) (the “Flat Fee”). During such period, the Trust shall also pay Northern for Other Out-of-Pocket Expenses (as defined below).

For the third year of the Service Agreements, the Trust shall pay Northern the Flat Fee unless such Normal Out-of-Pocket Expenses exceed $200,000 for the year, in which case the Trust shall pay the excess. In addition, the Trust shall pay Northern for any Other Out-of-Pocket Expenses.

The Trust is entitled to receive earnings credits to offset fees charged by Northern Trust. Earnings credits will only be accrued and used as an offset of fees for services rendered during that calendar year plus one month beyond the calendar period. Interest adjustments to posted daily balances will result in an adjustment to the average daily balance and, in turn, the earnings credit. The rates for the earnings credits will be calculated monthly based on the Fed Funds Rate minus 50 basis points.

Ninety (90) days before the expiration of the third year of the Service Agreements, the parties hereto will agree upon a new fee schedule. If no such fee schedule is agreed prior to the beginning of the fourth year of the Service Agreements, the Trust shall pay Northern such compensation, on a per annum basis, as calculated for the prior year of service plus ten percent (10%).

Normal Out-of-Pocket Expenses shall include the following:

	•		Normal out-of-pocket custody related fees that are part of the normal course of activity, including, but not limited to, the pricing services of Bear Stearns, Interactive Data and Standard & Poors and any other pricing services utilized by Northern, for normal pricing feeds.

	•		Normal transfer agent out-of-pocket expenses, including, but not limited to, audio response, check writing, NSCC, CIP-related database searches, data communications equipment, disaster recovery, escheatment, express mail and delivery services, federal wire charges, forms and production, freight, household tape processing, lost shareholder searches, lost shareholder tracking, manual check pulls, microfiche, network products, postage, P.O. box rental, print/mail services (except for proxy costs included under Other Out-of-Pocket Expenses), programming hours, regulatory compliance fee per CUSIP, returned checks, special mailing (except for proxy costs included under Other Out-of-Pocket Expenses), statements, confirmations, supplies, tax reporting (federal and state), telephone (telephone and fax lines), transcripts, travel, and year-end processing.

	•		Normal out-of-pocket expenses associated with fund administration and accounting.

Other Out-of-Pocket Expenses are defined as the following:

	•		Blue sky registration fees and related check fees.

	•		Proxy costs — production and mailing.

	•		Retention of records charges.

	•		Additional pricing feeds — if per the direction of the Trust, Northern is required to obtain a pricing feed not already utilized by Northern or as listed above.

	•		Special performance or financial reporting.

	•		Out-of-pocket expenses associated with services not provided in the normal course of activity.

Exhibit (h)(4)

FUND COMPLIANCE SERVICES AGREEMENT

AGREEMENT effective as of the 1st day of November, 2009, between Asset Management Fund (the “Trust”), a Delaware statutory trust having its principal place of business at 230 West Monroe Street, Suite 2810, Chicago, IL 60606, and Beacon Hill Fund Services, Inc. (“Beacon Hill”), an Ohio corporation having its principal place of business at 4041 N. High Street, Suite 402, Columbus, Ohio 43214.

WHEREAS, the Trust is a registered investment company, and is subject to the requirements of Rule 38a-1 (hereinafter “Rule 38a-1”) under the Investment Company Act of 1940, as amended, (the “1940 Act”), which requires each registered investment company to, among other things, adopt policies and procedures that are reasonably designed to prevent it from violating the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes Oxley Act of 2002 (“Sarbanes Oxley”), the 1940 Act, the Investment Advisers Act of 1940, Title V of the Gramm-Leach-Bliley Act, any rules adopted by the Securities and Exchange Commission (the “Commission”) under any of these statutes, the Bank Secrecy Act as it applies to registered investment companies, and any rules adopted thereunder by the Commission or the Department of the Treasury (collectively, the “Federal Securities Laws”). These policies and procedures include policies and procedures that provide for the oversight of compliance by each investment adviser, principal underwriter, administrator, and transfer agent of the Trust (collectively, the “Service Providers”);

WHEREAS, Beacon Hill offers compliance oversight services through its compliance program;

WHEREAS, the Trust desires to retain the services of Beacon Hill to assist in its compliance with Rule 38a-1;

WHEREAS, Beacon Hill and the Trust wish to enter into this Agreement in order to set forth the terms under which Beacon Hill will perform the services enumerated herein on behalf of the Trust.

NOW, THEREFORE, in consideration of the covenants herein contained, the Trust and Beacon Hill hereby agree as follows:

	1.		Fund Compliance Services.

	(a)		Rule 38a-l Compliance Services . The Trust has adopted written compliance policies and procedures which, in the aggregate, are deemed by the Board of Trustees (the “Board”) to be reasonably designed to prevent the Trust from violating the Federal Securities Laws applicable to the Trust (the “Fund Compliance Program”). In support of the Fund Compliance Program, Beacon Hill agrees to provide the compliance services outlined in Schedule A.

	2.		Executive Officers.

	(a)		Provision of Chief Compliance Officer . Beacon Hill agrees to make available to the Trust a person to serve as the Trust’s chief compliance officer responsible for

			administering the Fund Compliance Program as provided in paragraph (a)(4) of Rule 38a-1 (the “Chief Compliance Officer”), subject to the election of the Board. Beacon Hill shall provide an appropriately qualified employee or agent of Beacon Hill (or its affiliates) who, in the exercise of his or her duties to the Trust, shall act in good faith and in the best interests of the Trust.

	(b)		Termination of Chief Compliance Officer . In the event such person is: (1) terminated as Chief Compliance Officer by the Board, or (2) terminated as a Beacon Hill employee, Beacon Hill will employ reasonable good faith efforts to promptly make another qualified person available to serve as the Chief Compliance Officer, at the request of the Board. Should the Board choose not to elect such replacement Chief Compliance Officer designated by Beacon Hill, the Agreement shall terminate. Payment for compliance services fees described in Schedule B should be paid in full, up to and including the date of termination of the compliance services.

	(c)		Compensation of Chief Compliance Officer . Beacon Hill shall pay a level of total compensation to such person as is consistent with Beacon Hill’s compensation of employees having similar duties, similar seniority, and working at the same or similar geographical location. Beacon Hill shall not be obligated to pay any compensation to a Chief Compliance Officer which exceeds that set forth in the previous sentence.

	(d)		Trust Obligations to Chief Compliance Officer . The Trust will provide copies of the Fund Compliance Program, related policies and procedures, and all other books and records of the Trust as the Chief Compliance Officer deems necessary or desirable in order to carry out his or her duties hereunder on behalf of the Trust. The Trust shall cooperate with the Chief Compliance Officer and use reasonable efforts to request the cooperation of the Service Providers to the Trust, as well as Trust counsel, independent Trustee counsel and the Trust’s independent accountants (collectively, the “Other Providers”), and assist the Chief Compliance Officer and Beacon Hill in preparing, implementing and carrying out the duties of the Chief Compliance Officer under the Fund Compliance Program and Rule 38a-1. In addition, the Trust shall provide the Chief Compliance Officer with appropriate access to the executive officers and Board of the Trust, and to representatives of and to any records, files and other documentation prepared by, Service Providers and Other Providers, which are or may be related to the Fund Compliance Program.

	(e)		Additional Provisions Concerning Executive Officers. It is mutually agreed and acknowledged by the parties that the Chief Compliance Officer contemplated in this Agreement will each be an executive officer of the Trust (“Executive Officer”) either through incorporation documents or specifically through board resolutions. The Trust’s governing documents (including its Agreement and Declaration of Trust and By-Laws) and/or resolutions of its Board shall contain mandatory indemnification provisions that are applicable to each Executive Officer, that are designed and intended to have the effect of fully indemnifying

him or her and holding him or her harmless with respect to any claims, liabilities and costs arising out of or relating to his or her service in good faith in a manner reasonably believed to be in the best interests of the Trust, except to the extent he or she would otherwise be liable to the Trust by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office, as determined in accordance with the governing documents of the Trust.

In appropriate circumstances, the Executive Officer shall have the discretion to resign from his or her position, in the event that he or she reasonably determines that there has been or is likely to be: (a) a situation in which the Executive Officer would be forced to materially deviate from the Beacon Hill Governance Policies, (b) an ongoing pattern of conduct by the Trust, other Trust officers, Service Providers or Other Providers involving the continuous or repeated violation of applicable Federal Securities Laws or (c) a material deviation by the Trust from the terms of this Agreement governing the services of the Executive Officer that is not caused by the Executive Officer or Beacon Hill. In addition, the Executive Officer shall have reasonable discretion to resign from his or her position in the event that he or she determines that he or she has not received sufficient cooperation from the Trust, its Service Providers or Other Providers to make an informed determination regarding any of the matters listed above.

The Executive Officer may, and the Trust shall, promptly notify Beacon Hill of any issue, matter or event that would be reasonably likely to result in any claim by the Trust, one or more Trust shareholder(s) or any third party which involves an allegation that the Executive Officer failed to exercise his or her obligations to the Trust in a manner consistent with applicable laws (including but not limited to any claim that a Report failed to meet the standards of applicable laws).

It is expressly agreed and acknowledged that (a) Beacon Hill cannot ensure that the Trust complies with applicable Federal Securities Laws; (b) whenever an employee or agent of Beacon Hill serves as an Executive Officer of the Trust,-the Trust shall provide coverage to the Executive Officer under its directors’ and officers’ liability policy that is appropriate to the Executive Officer’s role and title, and consistent with coverage applicable to the other officers holding positions of executive management; and (c) whenever an employee or agent of Beacon Hill serves as an Executive Officer of the Trust, the Trust shall provide indemnification that is consistent with indemnification applicable to other officers holding positions of executive management.

The Trust shall provide Beacon Hill with prior written notice of any changes to such coverage or indemnification.

Fees and Expenses.

reimbursement for expenses incurred up to the date of termination shall survive the termination of this Agreement.

Information to be Furnished by the Trust.

(a)		The Trust has furnished or shall promptly furnish to Beacon Hill copies of the various policies and procedures of the Trust that have been adopted through the date hereof which pertain to compliance matters that are required to be covered by the Fund Compliance Program, including the compliance programs of Service Providers other than Beacon Hill, or other information as reasonably requested by Beacon Hill or as necessary under Rule 38a-1 for inclusion in the Fund Compliance Program.

(b)		The Trust shall furnish Beacon Hill written copies of any amendments to, or changes in, any of the items referred to in Section 4 hereof, forthwith upon such amendments or changes becoming effective. In addition, the Trust agrees that no amendments will be made to the Fund Compliance Program which will have the effect of changing the procedures employed by Beacon Hill in providing the services agreed to hereunder or which amendment will affect the duties of Beacon Hill hereunder unless the Trust first notifies Beacon Hill of such amendments or changes.

(c)		Beacon Hill may rely on all documents furnished to it by the Trust and its agents in connection with the services to be provided under this Agreement, including any amendments to or changes in any of the items to be provided by the Trust pursuant to Section 4.

Term and Termination.

The compliance services to be rendered by Beacon Hill under this Agreement shall commence upon the date of this Agreement and shall continue in effect for an initial two (2) year-period from that date, unless earlier terminated pursuant to the terms of this Agreement. The Agreement will remain in full force from year to year thereafter, subject to annual approval by Beacon Hill and the Board. The Agreement may be terminated by either party by providing the other party with sixty (60) days’ written notice of termination. Termination of the Chief Compliance Officer without electing a replacement provided by Beacon Hill will also terminate this Agreement as described in Section 2(b).

In addition, both parties agree that this Agreement may be terminated for “cause.” For purposes of this Agreement, “cause” shall mean (a) a material breach of this Agreement that has not been remedied for thirty (30) days following written notice of such breach from the non-breaching party; (b) a final, unappealable judicial, regulatory or administrative ruling or order in which the party to be terminated has been found guilty of criminal or unethical behavior in the conduct of its business; or (c) financial difficulties on the part of the party to be terminated which are reasonably evidenced.

Notice

Any notice provided hereunder shall be sufficiently given when sent by registered or certified mail or via another commercially available method which allows for tracking of delivery and receipt to the party required to be served with such notice at the following address: if to the Trust, to the address listed on the signature block below and if to Beacon Hill, at 4041 N. High Street, Suite 402, Columbus, Ohio 43214; Attn: President, or at such other address as such party may from time to time specify in writing to the other party pursuant to this Section.

Governing Law and Matters Relating to the Trust as a Delaware Statutory Trust.

This Agreement shall be construed in accordance with the laws of the State of Ohio and the Federal Securities Laws. It is expressly agreed that the obligations of the Trust hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents or employees of the Trust personally, but shall bind only the trust property of the Trust. The execution and delivery of this Agreement have been authorized by the Board, and this Agreement has been signed and delivered by an authorized officer of the Trust, acting as such, and neither such authorization by the Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on them personally, but shall bind only the trust property of the Trust as provided in the Trust’s Declaration of Trust.

8.		Representations and Warranties.

(a)		Each party represents and warrants to the other that this Agreement has been duly authorized and, when executed and delivered by it, will constitute a legal, valid and binding obligation of it, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties.

(b)		The Trust represents that it is duly organized and validly existing in accordance with applicable law. The Trust warrants that it will take all necessary steps to ensure that it remains in good-standing.

(c)		Beacon Hill represents that it is a services company duly organized and in good standing under applicable law. Beacon Hill is a wholly-owned subsidiary of a publicly-held company, as described in Schedule C, and hereby notifies the Trust of such affiliation.

9.		Indemnification.

(a)		Each party (an “Indemnitor”) shall indemnify and hold harmless the other party, each of such other party’s control persons, and the directors, officers, employees and agents of such other party (“Indemnified Parties”), against any and all losses, damages, or liabilities or any pending or completed actions, claims, suits complaints or investigations (including all reasonable expenses of litigation or arbitration), judgments, fines or amounts paid in any settlement consented by the Indemnitor to which any Indemnified Party may become subject to as a result or

		arising out of or relating to: (1) any negligent acts, omissions, bad faith or willful misconduct in the performance of Indemnitor’s duties and obligations hereunder; (2) any breach of the Indemnitor’s representations or warranties contained in this Agreement; (3) Indemnitor’s failure to comply with any terms of this Agreement; or (4) any action of an Indemnified Party, upon instructions believed in good faith by the Indemnified Party to have been executed by a duly authorized officer or representative of the Indemnitor.

(b)		The indemnifying party shall be entitled to participate at its own expense or, if it acknowledges its responsibility to indemnify the other party, it may elect to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the indemnifying party elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the indemnifying party and satisfactory to the indemnified party, whose approval shall not be unreasonably withheld. In the event that the indemnifying party elects to assume the defense of any suit and retain counsel, the indemnified party shall bear the fees and expenses of any additional counsel retained by it. If the indemnifying party does not elect to assume the defense of a suit, it will reimburse the indemnified party for the reasonable fees and expenses of any counsel retained by the indemnified party.

10.		Confidentiality.

Without the prior consent of the other party, no party shall disclose Confidential Information (as defined below) of any other party received in connection with the services provided under this Agreement. The receiving party shall use the same degree of care as it uses to protect its own confidential information of like nature, but no less than a reasonable degree of care, to maintain in confidence the Confidential Information of the disclosing party. The foregoing provisions shall not apply to any information that (i) is, at the time of disclosure, or thereafter becomes, part of the public domain through a source other than the receiving party, (ii) is subsequently learned from a third party that, to the knowledge of the receiving party, is not under an obligation of confidentiality to the disclosing party, (iii) was known to the receiving party at the time of disclosure, or (iv) is generated independently by the receiving party, or (v) is disclosed pursuant to applicable law, subpoena, applicable professional standards, request of a governmental or regulatory agency, or other process after reasonable notice to the other party. The parties further agree that a breach of this provision would irreparably damage the other party and accordingly agree that each of them is entitled, in addition to all other remedies at law or in equity, to an injunction or injunctions without bond or other security to prevent breaches of this provision.

For the purpose of this Agreement, Confidential Information shall mean NPPI (as defined below), any information identified by either party as “Confidential” and/or “Proprietary” or which, under all of the circumstances, ought reasonably to be treated as confidential and/or proprietary, or any nonpublic information obtained hereunder concerning the other party.

Nonpublic personal financial information relating to shareholders and/or potential shareholders (i.e., customers and/or consumers) of the Trust (“NPPI”) provided by, or at the direction of, the Trust to Beacon Hill, or collected or retained by Beacon Hill in the course of performing its duties and responsibilities under this Agreement shall remain the sole property of the Trust. Beacon Hill shall not give, sell or in any way transfer such Confidential Information to any person or entity, other than affiliates of Beacon Hill except in connection with the performance of Beacon Hill’s duties and responsibilities under this Agreement, at the direction of the Trust or as required or permitted by law (including applicable anti-money laundering laws). Beacon Hill represents warrants and agrees that it has in place and will maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of records and information relating to consumers or customers of the Trust. The Trust represents to Beacon Hill that it has adopted a statement of its privacy policies and practices as required by Regulation S-P and agrees to provide Beacon Hill with a copy of that statement annually.

The provisions of this Section shall survive the termination of this Agreement.

11.

Intellectual Property.

The parties acknowledge each other’s right, title, and interest in their respective trademarks, copyrights, advertising, artwork, reports, manuals, memoranda, audit plans, checklists, presentations, training materials, policies and procedures, and logos (“Intellectual Property”) and agree not to use each other’s Intellectual Property in any advertising, sales literature or related materials or packaging, including customer lists, without the prior written approval of the other party. The Trust agrees that Beacon Hill may identify the Trust as a client on its client list, which may be posted to Beacon Hill’s website, or distributed to prospective clients. In no event will Beacon Hill disclose the nature of the relationship with the Trust, including but not limited to, the terms of this Agreement without prior written approval of the Trust, unless the disclosure is contained in documentation which is mandated through regulation, litigation or arbitration.

Beacon Hill retains all rights to materials, software, copyrights, trademarks, questionnaires, scoring methodology, proprietary analysis and other information that Beacon Hill provides to the Trust in connection with this Agreement, provided, however, that Beacon Hill acknowledges that any materials and reports prepared at the request of the Trust that comprise the Fund Compliance Program and are considered Trust records are the proprietary information of the Trust. The Trust acknowledges that Beacon Hill may provide the Trust and its representatives with proprietary, copyrighted or trademarked information and shall not disclose Beacon Hill’s work-product, including but not limited to procedures, software, spreadsheets, checklists, audit programs, reports, proposals, questionnaires, scoring methodology, analysis and other documents or information, to any third-party without the prior written approval of Beacon Hill. Each party agrees that in the event that it is required to produce Intellectual Property to a regulatory authority or court, it will make all reasonable efforts to protect the Intellectual Property, including but not limited to, requesting confidential treatment under U.S. Freedom of Information Act and other applicable laws. Each party agrees to notify the

other party in the event it must disclose such party’s Intellectual Property to any regulatory authority or in any court proceeding and will keep the other party apprised of its efforts to protect the Intellectual Property.

12.

Certain Records.

Beacon Hill shall maintain customary records in connection with its duties as specified in this Agreement. Any records required to be maintained and preserved pursuant to Rules 31a-1 and 31a-2 under the 1940 Act which are prepared by Beacon Hill on behalf of the Trust shall be the property of the Trust and will be surrendered promptly to the Trust on request, and made available for inspection by the Trust or by the Commission at reasonable times.

13.		Miscellaneous.

(a)		No amendment, modification to or assignment of this Agreement shall be valid unless made in writing and executed by both parties hereto.

(b)		Each of the parties acknowledges and agrees that this Agreement and the arrangements described in this Agreement are intended to be non-exclusive and that Beacon Hill is free to enter into similar agreements and arrangements with other entities.

(c)		No party to this Agreement will be responsible for delays resulting from acts beyond the reasonable control of such party, provided that the nonperforming party uses commercially reasonable efforts to avoid or remove such causes of nonperformance and continues performance hereunder as soon as practicable as soon as such causes are avoided, rectified or removed.

(d)		Paragraph headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement.

(e)		This Agreement may be executed in counterparts, each of which shall be an original but all of which, taken together, shall constitute one and the same agreement.

(f)		This Agreement, together with the schedules, sets forth the entire understanding of the parties and supersedes any and all prior discussions, representations and understandings between the parties related to the subject matter of this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed all as of the day and year first above written.


ASSET MANAGEMENT FUND		BEACON HILL FUND SERVICES, INC.

/s/ Rodger D. Shay, Jr.		/s/ Scott Englehart

Name:	Rodger D. Shay, Jr.	Name:	Scott Englehart
Title:	President	Title:	President
Address:	230 West Monroe Street, Suite 281	Address:	4041 N. High St., Suite 402
	Chicago, IL 60606		Columbus, OH 43214

SCHEDULE A
FUND COMPLIANCE SERVICES

Beacon Hill will provide the following services in relation to the Fund Compliance Program during the term of this Agreement:

1. Make an individual, acceptable to the Board, available to serve as the Trust’s Chief Compliance Officer as provided in Rule 38a-1(a)(4) of the 1940 Act to administer the Fund Compliance Program. The individual serving as Chief Compliance Officer must be available, at the discretion of the Board and in any event no less frequently than quarterly, to meet separately with the independent members of the Board;

2. The Chief Compliance Officer shall perform all functions and assume all responsibilities delegated to the Chief Compliance Officer in the policies and procedures comprising the Fund Compliance Program.

3. Through the Chief Compliance Officer, review, maintain and update as required from time to time, (including to reflect any amendments to the Federal Securities Laws) written policies and procedures comprising the Fund Compliance Program; including:

	(a)		evaluate and/or create an ongoing risk assessment;

	(b)		objective review and testing of service provider policies and procedures and critical operations;

	(c)		investment advisor, fund accountant, transfer agent, administrator;

	(d)		oversee compliance of all Rule 38a-1 requirements;

	(e)		as requested by the Board, develop a formal work plan to assist the Board in guiding the direction and priorities of the CCO and compliance program;

	(f)		maintain compliance calendar to track regulatory and compliance activities;

	(g)		maintain compliance log that provides detailed tracking and descriptions of exceptions, material compliance matters and operational issues.

4. Through the Chief Compliance Officer, conduct, as needed in response to significant compliance events, changes in business arrangements and regulatory developments and, in no event less than annually, a review of the Fund Compliance Program which will include a review of the adequacy of the Fund Compliance Program and the effectiveness of their implementation;

5. Through the Chief Compliance Officer, provide a written report to the Board no less frequently than annually that, at a minimum, addresses:

	(a)		the Chief Compliance Officer’s assessment of the operation of the policies and procedures of the Trust and each Service Provider, any material changes made to those policies and procedures since the date of the last report, and any material changes to the policies and procedures recommended as a result of the annual review conducted;

	(b)		each Material Compliance Matter (as defined under Rule 38a-1) that occurred since the date of the last report; and

	(c)		the Chief Compliance Officer’s assessment of the adequacy of the policies and procedures and the effectiveness of their implementation.

6. Through the Chief Compliance Officer, provide the Board with quarterly compliance reports in a mutually agreeable format and with any additional information specifically requested or otherwise reasonably necessary for the Board to review and evaluate the Fund Compliance Program; and

7. Through the Chief Compliance Officer, attend all regular Board meetings in person.

* * * * *

SCHEDULE B
SERVICE FEES

Dated November 1, 2009

1. Fund Compliance Services Fees

Fund Compliance Services provided under this Agreement:

$115,000 annual fee

The Trust shall pay the annual fee, in monthly installments, within ten (10) days after the end of each month. If this Agreement is terminated other than on the last day of a calendar month, such amount shall be pro rated through the termination date.

2. Out-of-Pocket Expenses, including but not limited to the following:

(a) The out-of-pocket expenses incurred in connection with Beacon Hill’s provision of the Chief Compliance Officer to the Trust and in connection with compliance services including but not limited to, travel costs for attending Board meetings and conducting due diligence of Service Providers, printing and postage, storage costs in connection with record retention, and Federal and State regulatory and filing fees and related administrative expenses to obtain and maintain such filings; and

(b) Any other expenses approved by the Board.

For out-of-pocket expenses, Beacon Hill will invoice the Trust and the Trust will remit payment within 15 days of receipt of invoice.


ASSET MANAGEMENT FUND

/s/ Rodger D. Shay, Jr. Name: Rodger D. Shay, Jr.
Title: President

BEACON HILL FUND SERVICES, INC.

/s/ Scott Englehart
Name: Scott Englehart
Title: President

SCHEDULE C

BEACON HILL CORPORATE STRUCTURE

As referenced in Section 8(b), Beacon Hill is a wholly-owned subsidiary of Diamond Hill Investment Group, Inc. Diamond Hill Investment Group, Inc. is a public company trading under the NASDAQ symbol DHIL and may be included in certain market capitalization based equity indices used for tracking the stock market. For more information on Diamond Hill, visit www.diamond-hill.com .

Exhibit (h)(5)

FINANCIAL CONTROLS SERVICES AGREEMENT

WHEREAS, the Trust is a registered investment company, and is subject to the requirements of the Sarbanes Oxley Act of 2002 (hereinafter “Sarbanes Oxley”), the Securities Exchange Act of 1934, and the Investment Company Act of 1940, as amended, (the “1940 Act”), which require the chief executive officer and the chief financial officer, among other things, to certify according to the requirements of Securities and Exchange Commission (the “Commission”) Forms N-CSR and N-Q as to the accuracy and validity of the financial statements produced and reported, as well as the effectiveness of internal controls used to generate the information contained in such reports as required by Section 302 of Sarbanes Oxley and Rule 30a-3 of the 1940 Act;

WHEREAS, Beacon Hill offers financial controls services through its financial oversight program;

WHEREAS, the Trust desires to retain the services of Beacon Hill to assist in its compliance with Sections 302 and 906 of Sarbanes Oxley and Rules 30a-2 and 30a-3 under the 1940 Act;

WHEREAS, Beacon Hill is willing to perform the services enumerated in this Agreement on the terms and conditions set forth herein;

WHEREAS, Beacon Hill and the Trust wish to enter into this Agreement in order to set forth the terms under which Beacon Hill will perform the services enumerated herein on behalf of the Trust,

NOW, THEREFORE, in consideration of the covenants herein contained, the Trust and Beacon Hill hereby agree as follows:

1. Financial Controls Services.

Beacon Hill shall work with the Trust to review, maintain and update the Trust’s internal control over financial reporting, as defined in Rule 30a-3 of the 1940 Act, which shall be reasonably designed to adhere to the provisions of Sarbanes Oxley and applicable federal securities laws (“Financial Controls Program”). In support of the Financial Controls Program, Beacon Hill agrees to provide the financial controls services outlined in Schedule A.

2. Officers.

(a) Provision of Chief Financial Officer. At the election of the Board of Trustees of the Trust (the “Board”), in connection with the financial controls services to be rendered

by Beacon Hill pursuant to this Agreement, Beacon Hill agrees to make available to the Trust and the Board a person to serve as the Trust’s chief financial officer responsible for certifying the accuracy of financial reports through the assessment of financial controls as required by applicable federal securities laws (the “Chief Financial Officer”). Beacon Hill shall provide an appropriately qualified employee or agent of Beacon Hill (or its affiliates) who, in the exercise of his or her duties to the Trust, shall act in good faith in the best interests of the Trust.

(b) Termination of Chief Financial Officer. In the event such person is: (1) terminated as Chief Financial Officer by the Board in its sole discretion and for any reason, or (2) is terminated as a Beacon Hill employee, Beacon Hill will employ reasonable good faith efforts to promptly make another person available to serve as the Chief Financial Officer, at the request of the Board. Should the Board choose not to elect such replacement Chief Financial Officer designated by Beacon Hill, the Agreement shall terminate. Payment for financial controls services fees actually received prior to the date of termination and described in Schedule B, should be paid in full, up to and including, the date of termination.

(c) Trust Obligations. The Trust will provide copies of the financial reports and all other books and records of the Trust as the Chief Financial Officer deems necessary or desirable in order to carry out his or her duties hereunder on behalf of the Trust. The Trust shall use reasonable efforts to request the cooperation of the service providers to the Trust, and assist the Chief Financial Officer and Beacon Hill in preparing, implementing and carrying out the duties of the Chief Financial Officer. In addition, the Trust shall provide the Chief Financial Officer with appropriate access to the executive officers and Board of the Trust, and to representatives of and to any records, files and other documentation prepared by service providers, which are or may be related to financial reporting.

(d) Additional Provisions Concerning Executive Officers. It is mutually agreed and acknowledged by the parties that the Chief Financial Officer contemplated in this Agreement will be an executive officer of the Trust (“Executive Officer”) either through incorporation documents or specifically through board resolutions. The Trust’s governing documents (including its Agreement and Declaration of Trust and By-Laws) and/or resolutions of its Board shall contain mandatory indemnification provisions that are applicable to each Executive Officer, that are designed and intended to have the effect of indemnifying him or her and holding him or her harmless with respect to any claims, liabilities and costs arising out of or relating to his or her service in good faith in a manner reasonably believed to be in the best interests of the Trust, except to the extent he or she would otherwise be liable to the Trust by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office, as determined in accordance with the governing documents of the Trust.

conduct by the Trust, other Trust officers, or service providers involving the continuous or repeated violation of applicable federal securities laws or (c) a material deviation by the Trust from the terms of this Agreement governing the services of the Executive Officer that is not caused by the Executive Officer or Beacon Hill. In addition, the Executive Officer shall have reasonable discretion to resign from his or her position in the event that he or she determines that he or she has not received sufficient cooperation from the Trust, or its service providers to make an informed determination regarding any of the matters listed above.

It is expressly agreed and acknowledged that Beacon Hill (a) cannot ensure that the Trust complies with applicable federal securities laws, and (b) whenever an employee or agent of Beacon Hill serves as an Executive Officer of the Trust, the Trust shall provide coverage to the Executive Officer under its directors’ and officers’ liability policy that is appropriate to the Executive Officer’s role and title, and consistent with coverage applicable to the other officers holding positions of executive management; and (c) shall provide indemnification that is consistent with indemnification applicable to other officers holding positions of executive management.

The Trust shall provide Beacon Hill with prior written notice of any changes to such coverage and indemnification.

3. Fees and Expenses.

4. Information to be Furnished by the Trust.

(a) The Trust has furnished or shall promptly furnish to Beacon Hill copies of the various policies and procedures of the Trust that have been adopted through the date hereof which pertain to financial controls matters that are required to be covered by the Financial Controls Program, including the applicable programs of service providers other than Beacon Hill, sub-certifications, information in connection with the preparation of the fund’s Forms N-CSR and N-Q, fund financial statements and other relevant information as reasonably requested by Beacon Hill necessary under Sarbanes Oxley.

(b) The Trust shall furnish Beacon Hill written copies of any amendments to, or changes in, any of the items referred to in Section 4 hereof, forthwith upon such amendments or changes becoming effective. In addition, the Trust agrees that no amendments will be made to the Financial Controls Program which will have the effect of changing the procedures employed by Beacon Hill in providing the services agreed to hereunder or which amendment will affect the duties of Beacon Hill hereunder unless the Trust first notifies Beacon Hill of such amendments or changes.

(c) Beacon Hill may rely on all documents furnished to it by the Trust and its agents in connection with the services to be provided under this Agreement, including any amendments to or changes in any of the items to be provided by the Trust pursuant to Section 4.

5. Term and Termination.

The financial controls services to be rendered by Beacon Hill under this Agreement shall commence upon the date of this Agreement and shall continue in effect for an initial two (2) year-period from that date, unless earlier terminated pursuant to the terms of this Agreement. The Agreement will remain in full force from year to year thereafter, subject to annual approval by Beacon Hill and the Board. The Agreement may be terminated by either party by providing the other party with sixty (60) days’ written notice of termination. Termination of the Chief Financial Officer without electing a replacement provided by Beacon Hill will also terminate this Agreement as described in Section 2(b).

In addition, both parties agree that this Agreement may be terminated for “cause”. For purposes of this Agreement, “cause” shall mean (a) a material breach of this Agreement that has not been remedied for thirty (30) days following written notice of such breach from the non-breaching party; (b) a final, unappealable judicial, regulatory or administrative ruling or order in which the party to be terminated has been found guilty of criminal or unethical behavior in the conduct of its business; or (c) financial difficulties on the part of the party to be terminated which are reasonably evidenced.

6. Notice.

Any notice provided hereunder shall be sufficiently given when sent by registered or certified mail or via another commercially available method which allows for tracking of delivery and receipt to the party required to be served with such notice at the following address: if to the Trust, to the address listed at the signature block below and if to Beacon Hill, at 4041 N. High Street, Suite 402, Columbus, Ohio 43214; Attn: President, or at such other address as such party may from time to time specify in writing to the other party pursuant to this Section.

7. Governing Law and Matters Relating to the Trust.

This Agreement shall be construed in accordance with the laws of the State of Ohio and the federal securities laws. To the extent that the applicable laws of the State of Ohio, or any of the provisions herein, conflict with the applicable provisions of the federal securities laws, the latter shall control. It is expressly agreed that the obligations of the

Trust hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents or employees of the Trust personally, but shall bind only the trust property of the Trust. The execution and delivery of this Agreement have been authorized by the Board, and this Agreement has been signed and delivered by an authorized officer of the Trust, acting as such, and neither such authorization by the Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on them personally, but shall bind only the trust property of the Trust as provided in the Trust’s Declaration of Trust.

8. Representations and Warranties.

(a) Each party represents and warrants to the other that this Agreement has been duly authorized and, when executed and delivered by it, will constitute a legal, valid and binding obligation of it, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties.

(b) The Trust represents that it is duly organized, validly existing and in good standing under applicable law.

(c) Beacon Hill represents that it is a services company duly organized, validly existing and in good standing under applicable law. Beacon Hill is a wholly-owned subsidiary of a publicly-held company, as described in Schedule C, and hereby notifies the Trust of such-affiliation.

9. Indemnification.

(a) Each party (an “Indemnitor”) shall indemnify and hold harmless the other party, each of such other party’s control persons, and all directors, officers, employees and agents of such other party (“Indemnified Parties”), against any and all losses, damages, or liabilities or any pending or completed actions, claims, suits complaints or investigations (including all reasonable expenses of litigation or arbitration), judgments, fines or amounts paid in any settlement consented by the Indemnitor to which any Indemnified Party may become subject to as a result or arising out of or relating to: (1) any negligent acts, or omissions, bad faith or willful misconduct in the performance of Indemnitor’s duties and obligations hereunder; (2) any breach of the Indemnitor’s representations or warranties contained in this Agreement; (3) Indemnitor’s failure to comply with any terms of this Agreement; or (4) any action of an Indemnified Party, upon instructions believed in good faith by the Indemnified Party to have been executed by a duly authorized officer or representative of the Indemnitor.

the indemnifying party elects to assume the defense of any suit and retain counsel, the indemnified party shall bear the fees and expenses of any additional counsel retained by it. If the indemnifying party does not elect to assume the defense of a suit, it will reimburse the indemnified party for the reasonable fees and expenses of any counsel retained by the indemnified party.

10. Confidentiality.

Nonpublic personal financial information relating to shareholders and/or potential shareholders (i.e., customers and/or consumers) of the Trust (“NPPI”) provided by, or at the direction of, the Trust to Beacon Hill, or collected or retained by Beacon Hill in the course of performing its duties and responsibilities under this Agreement shall remain the sole property of the Trust. Beacon Hill shall not give, sell or in any way transfer such Confidential Information to any person or entity, other than affiliates of Beacon Hill except in connection with the performance of Beacon Hill’s duties and responsibilities under this Agreement, at the direction of the Trust or as required or permitted by law (including applicable anti-money laundering laws). Beacon Hill represents, warrants and agrees that it has in place and will maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of records and information relating to consumers or customers of the Trust. The Trust represents to Beacon Hill that it has adopted a statement of its privacy policies and practices as required by Regulation S-P and agrees to provide Beacon Hill with a copy of that statement annually.

The provisions of this Section shall survive the termination of this Agreement.

11. Intellectual Property.

Beacon Hill retains all rights to materials, software, copyrights, trademarks, questionnaires, scoring methodology, proprietary analysis and other information that Beacon Hill provides to the Trust in connection with this Agreement, provided, however, that Beacon Hill acknowledges that any materials and reports prepared at the request of the Trust that comprise the Trust’s internal control over financial reporting and are considered Trust records are the proprietary information of the Trust. The Trust acknowledges that Beacon Hill may provide the Trust and its representatives with proprietary, copyrighted or trademarked information and shall not disclose Beacon Hill’s work-product, including but not limited to procedures, software, spreadsheets, checklists, audit programs, reports, proposals, questionnaires, scoring methodology, analysis and other documents or information, to any third-party without the prior written approval of Beacon Hill. Each party agrees that in the event that it is required to produce Intellectual Property of the other party to a regulatory authority or court, it will make all reasonable efforts to protect the Intellectual Property, including but not limited to, requesting confidential treatment under U.S. Freedom of Information Act and other applicable laws. Each party agrees to notify the other party in the event it must disclose such party’s Intellectual Property to any regulatory authority or in any court proceeding and will keep the other party apprised of its efforts to protect the Intellectual Property.

12. Certain Records.

13. Miscellaneous.

(a) No amendment, modification to or assignment of this Agreement shall be valid unless made in writing and executed by both parties hereto.

(b) Each of the parties acknowledges and agrees that this Agreement and the arrangements described in this Agreement are intended to be non-exclusive and that Beacon Hill is free to enter into similar agreements and arrangements with other entities.

(c) No party to this Agreement will be responsible for delays resulting from acts beyond the reasonable control of such party, provided that the nonperforming party uses commercially reasonable efforts to avoid or remove such causes of nonperformance and continues performance hereunder as soon as practicable as soon as such causes are avoided, rectified or removed.

(d) Paragraph headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement.

(e) This Agreement may be executed in counterparts, each of which shall be an original but all of which, taken together, shall constitute one and the same agreement.

(f) This Agreement, together with the schedules, sets forth the entire understanding of the parties and supersedes any and all prior discussions, representations and understandings between the parties related to the subject matter of this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed all as of the day and year first above written.


ASSET MANAGEMENT FUND				BEACON HILL FUND SERVICES, INC.

/s/ Rodger D. Shay, Jr.				/s/ Scott Englehart
Name: Rodger D. Shay, Jr.				Name: Scott Englehart
Title: President				Title: President
Address: 230 West Monroe Street, Suite 2810
Chicago, IL 60606

SCHEDULE A
FINANCIAL CONTROLS SERVICES

Beacon Hill will provide the following services in relation to the Financial Controls Program during the term of this Agreement:

	1.		Prepare Sarbanes-Oxley documents for the review of the designated officers of the Trust (“Fund Review Officers”) prior to the date the relevant Shareholder Report is to be filed. In connection with their review and evaluations, the Fund Review Officers shall establish a schedule to ensure that all required disclosures in Forms N-CSR and N-Q and in the financial statements for the fund are identified and prepared in a timeframe sufficient to allow review by the Fund Review Officers.

	2.		Coordinate a meeting of the Fund Review Officers (Disclosure Controls and Procedures “DCP” meeting) before the filing date of each Report to review the accuracy and completeness of the relevant Report and record the considerations and conclusions in a written memorandum sufficient to support conclusions as required by Forms N-CSR and N-Q.

	3.		Review and sign as Chief Financial Officer relevant shareholder communications and SEC Filings such as Forms N-CSR and N-Q.

	4.		Design and implement disclosure controls and procedures for financial statements to ensure that all relevant fund financial information is properly disclosed to the executive officers and the board.

	5.		Review the Trust’s accounting policies; create and review policies with the investment adviser, Trust’s auditors and accountant and propose changes for approval by the Trust’s board.

	6.		Conduct periodic risk-based reviews of the funds’ service provider operations to ensure compliance with fund policies and accounting procedures.

	7.		Oversee the budgeting process and authorize the procedures and authorities under which the fund administrator will make expense payments on behalf of the funds.

	8.		Represent the funds as Chief Financial Officer at SEC examinations, as required.

	9.		Present materials to the funds’ board, audit committees and senior management, as required or requested.

* * * * *

SCHEDULE B
SERVICE FEES

Dated November 1, 2009

Financial Controls Services Fees

Financial Control Services provided under this Agreement:

$90,000 annual fee

The Trust shall pay the annual fee, in monthly installments, within ten (10) days after the end of each month. If this Agreement is terminated other than on the last day of a calendar month, such fees shall be pro rated through the termination date.

Out-of-Pocket Expenses, including but not limited to the following:

(a) The out-of-pocket expenses incurred in connection with Beacon Hill’s provision of the Chief Financial Officer to the Trust and in connection with financial controls services including but not limited to, travel costs for attending Board meetings and conducting due diligence of Service Providers, printing and postage, storage costs in connection with record-retention, and Federal and State regulatory and filing fees and related administrative expenses to obtain and maintain such filings; and

(b) Any other expenses approved by the Board.

For out-of-pocket expenses, Beacon Hill will invoice the Trust and the Trust will remit payment within 15 days of receipt of invoice.


ASSET MANAGEMENT FUND

/s/ Rodger D. Shay, Jr.
Name: Rodger D. Shay, Jr.
Title: President

BEACON HILL FUND SERVICES, INC.

/s/ Scott Englehart
Name: Scott Englehart
Title: President

SCHEDULE C

BEACON HILL CORPORATE STRUCTURE

Exhibit (h)(6)

GOVERNANCE AND REGULATORY OVERSIGHT SERVICES
AGREEMENT

WHEREAS, the Trust is a registered investment company, and is subject to the requirements of the Investment Company Act of 1940, as amended, (the “1940 Act”), which requires each registered investment company to, among other things, adopt policies and procedures that are reasonably designed to prevent it from violating the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes Oxley Act of 2002 (“Sarbanes Oxley”), the 1940 Act, the Investment Advisers Act of 1940, Title V of the Gramm-Leach-Bliley Act, any rules adopted by the Securities and Exchange Commission (the “SEC”) under any of these statutes, the Bank Secrecy Act as it applies to registered investment companies, and any rules adopted thereunder by the Commission or the Department of the Treasury (collectively, the “Federal Securities Laws”). These policies and procedures include policies and procedures that provide for the oversight of compliance by each investment adviser, principal underwriter, administrator, and transfer agent of the Trust (collectively, the “Service Providers”);

WHEREAS, Beacon Hill offers fund governance and regulatory oversight services;

WHEREAS, the Trust desires to retain the services of Beacon Hill to assist in its compliance with Federal Securities Laws;

WHEREAS, Beacon Hill and the Trust wish to enter into this Agreement in order to set forth the terms under which Beacon Hill will perform the services enumerated herein on behalf of the Trust and each of its investment portfolios as now in existence or as hereafter may be established from time to time (each a “Fund”), however, Beacon Hill is authorized at its own expense to contract with other service providers to perform any or all of the services described herein,

NOW, THEREFORE, in consideration of the covenants herein contained, the Trust and Beacon Hill hereby agree as follows:

1. Fund Governance and Regulatory Oversight Services.

Beacon Hill will serve as administrator to the Trust and will provide or arrange for the provision of the Fund governance and regulatory oversight services outlined in Schedule A.

2. Cooperation and Compliance.

The Trust shall use reasonable efforts to request the cooperation of the Service Providers to the Trust, as well as Trust counsel, independent Trustee counsel and the Trust’s independent accountants, and assist Beacon Hill in fulfilling its obligations under this

Agreement. In addition, the Trust shall provide Beacon Hill with appropriate access to the executive officers and the Board, and to representatives of and to any records, files and other documentation prepared by, Service Providers, which are or may be necessary to fulfill Beacon Hill’s obligations under this Agreement.

Except as expressly provided herein, the Trust assumes full responsibility for the preparation, contents and distribution of its prospectuses and financial reports in compliance with all applicable laws, rules and regulations of governmental authorities having jurisdiction and for managing its funds, distributing its shares and otherwise operating in compliance with all applicable laws, including but not limited to, the Federal Securities Laws.

3. Fees and Expenses.

Beacon Hill shall be entitled to receive from the Trust fees and out-of-pocket expenses set forth on Schedule B hereto, reflecting the amounts charged by Beacon Hill for the performance of services under this Agreement. All rights of compensation under this Agreement for services performed up to the termination date and for expense reimbursement of expenses incurred up to the termination date shall survive the termination of this Agreement. In the event of termination of this Agreement pursuant to Section 5, the Trust shall reimburse Beacon Hill for reasonable expenses related to its activities in effecting such termination, including without limitation, the delivery to the Trust and/or its distributor, investment adviser and/or other parties of the Trust’s property, records, instruments and documents.

Trust shall be responsible for paying expenses of the Trust not otherwise allocated herein, including without limitation, organization costs, taxes, expenses for legal and auditing services, the expenses of preparing (including typesetting), printing and mailing reports, prospectuses, statements of additional information, proxy solicitation material and notices to existing shareholders, all expenses incurred in connection with issuing and redeeming shares, the costs of custodial services, the cost of initial and ongoing registration of the shares under Federal and state securities laws, fees and out-of-pocket expenses of Trustees, insurance, interest, brokerage costs, litigation and other extraordinary or nonrecurring expenses, and all fees and charges of investment advisers.

4. Information to be Furnished by the Trust and Record Keeping.

(a) The Trust has furnished or shall promptly furnish to Beacon Hill copies of the Trust’s organizational documents, including but not limited to, the Declaration of Trust, the Bylaws, various policies and procedures of the Trust that have been adopted, the current prospectuses, statement of additional information, the most recent annual and semi-annual reports and any amendments to these documents herein (hereinafter “Trust Documents”). The Trust shall also furnish a list of officers and persons authorized to act on behalf of the Trust.

(b) The Trust shall furnish Beacon Hill written copies of any amendments to, or changes in, any of the items referred to in Section 4, upon such amendments or changes

becoming effective which will have the effect of changing the procedures employed by Beacon Hill in providing the services or performing its duties under this Agreement.

(d) Beacon Hill shall maintain records in connection with its duties as specified in this Agreement. Any records required to be maintained and preserved shall be the property of the Trust and will be surrendered promptly to the Trust on request, and made available for inspection by the Trust or by applicable regulators at reasonable times. In case of any request for the inspection of such records by another party, Beacon Hill shall notify the Trust and follow the Trust’s instructions as to permitting or refusing such inspection; provided that Beacon Hill may share such records in any case as outlined in Section 10.

5. Term and Termination.

The governance and regulatory oversight services to be rendered by Beacon Hill under this Agreement shall commence upon the date of this Agreement and shall continue in effect for an initial two (2) year-period from that date, unless earlier terminated pursuant to the terms of this Agreement. The Agreement will remain in full force from year to year thereafter, subject to annual approval by Beacon Hill and the Board. The Agreement may be terminated by either party by providing the other party with ninety (90) days’ written notice of termination. In the event that the Agreement is terminated by the Trust prior to the end of the initial term of the Agreement, Trust agrees to pay Beacon Hill the remainder of the unpaid minimum fees due pursuant to Schedule B.

In addition, both parties agree that this Agreement may be terminated for “cause.” For purposes of this Agreement, cause shall mean (a) a material breach of this Agreement that has not been remedied for thirty (30) days following written notice of such breach from the non-breaching party; (b) a final, unappealable judicial, regulatory or administrative ruling or order in which the party to be terminated has been found guilty of criminal or unethical behavior in the conduct of its business; or (c) financial difficulties on the part of the party to be terminated which are reasonably evidenced.

6. Notice.

Any notice provided hereunder shall be sufficiently given when sent by registered or certified mail or via another commercially available method which allows for tracking or delivery and receipt to the party required to be served with such notice at the following address: if to the Trust, to the address listed at the signature block below and if to Beacon Hill, at 4041 N. High Street, Suite 402, Columbus, Ohio 43214, Attn: President, or at such other address as such party may from time to time specify in writing to the other party pursuant to this Section.

7. Governing Law and Matters Relating to the Trust as a Delaware Statutory Trust.

This Agreement shall be construed in accordance with the laws of the State of Ohio and the Federal Securities Laws. To the extent that the applicable laws of the State of Ohio, or any of the provisions herein, conflict with the applicable provisions of Federal Securities Laws, the latter shall control. It is expressly agreed that the obligations of the Trust hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents or employees of the Trust personally, but shall bind only the trust property of the Trust. The execution and delivery of this Agreement have been authorized by the Board, and this Agreement has been signed and delivered by an authorized officer of the Trust, acting as such, and neither such authorization by the Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on them personally, but shall bind only the trust property of the Trust as provided in the Trust’s Declaration of Trust.

8. Representations and Warranties.

(b) The Trust represents that it is duly organized and validly. The Trust warrants that it will take all necessary steps to ensure that it remains in good-standing.

(c) Beacon Hill represents that it is a services company duly organized and in good standing under applicable law. Beacon Hill is a wholly-owned subsidiary of a publicly-held company, as described in Schedule C, and hereby notifies the Trust of such affiliation so that Trust can review and restrict applicable portfolio trading policies as may be necessary under the 1940 Act. Beacon Hill shall maintain a fidelity bond and an insurance policy with respect to errors and omissions coverage in amounts that are appropriate in light of its duties and responsibilities hereunder.

9. Indemnification.

(a) Each party (an “Indemnitor”) shall indemnify and hold harmless the other party, each of such other party’s control persons, and the directors, officers, employees and agents of such other party (“Indemnified Parties”), against any and all losses, damages, or liabilities or any pending or completed actions, claims, suits complaints or investigations (including all reasonable expenses of litigation or arbitration), judgments, fines or amounts paid in any settlement consented by the Indemnitor to which any Indemnified Party may become subject to as a result or arising out of or relating to: (1) any negligent acts, omissions, bad faith or willful misconduct in the performance of Indemnitor’s duties and obligations hereunder; (2) any breach of the Indemnitor’s representations or warranties contained in this Agreement; (3) Indemnitor’s failure to comply with any

terms of this Agreement; or (4) any action of an Indemnified Party, upon instructions believed in good faith by the Indemnified Party to have been executed by a duly authorized officer or representative of the Indemnitor.

(b) The indemnifying party shall be entitled to participate at its own expense or, if it acknowledges its responsibility to indemnify the other party, it may elect to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the indemnifying party elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the indemnifying party and satisfactory to the indemnified party, whose approval shall not be unreasonably withheld. In the event that the indemnifying party elects to assume the defense of any suit and retain counsel, the indemnified party shall bear the fees and expenses of any additional counsel retained by it. If the indemnifying party does not elect to assume the defense of a suit, it will reimburse the indemnified party for the reasonable fees and expenses of any counsel retained by the indemnified party.

10. Confidentiality.

Confidential Information to any person or entity, other than affiliates of Beacon Hill except in connection with the performance of Beacon Hill’s duties and responsibilities under this Agreement, at the direction of the Trust or as required or permitted by law (including applicable anti-money laundering laws). Beacon Hill represents, warrants and agrees that it has in place and will maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of records and information relating to consumers or customers of the Trust. The Trust represents to Beacon Hill that it has adopted a statement of its privacy policies and practices as required by Regulation S-P and agrees to provide Beacon Hill with a copy of that statement annually.

The provisions of this Section shall survive the termination of this Agreement.

11. Intellectual Property.

Beacon Hill retains all rights to materials, software, copyrights, trademarks, questionnaires, scoring methodology, proprietary analysis and other information that Beacon Hill provides to the Trust in connection with this Agreement, provided, however, that Beacon Hill acknowledges that any materials and reports prepared at the request of the Trust that comprise the Trust’s policies and procedures and are considered Trust records are the proprietary information of the Trust. The Trust acknowledges that Beacon Hill may provide the Trust and its representatives with proprietary, copyrighted or trademarked information and shall not disclose Beacon Hill’s work-product, including but not limited to procedures, software, spreadsheets, checklists, audit programs, reports, proposals, questionnaires, scoring methodology, analysis and other documents or information, to any third-party without the prior written approval of Beacon Hill. Each party agrees that in the event that it is required to produce Intellectual Property of the other party to a regulatory authority or court, it will make all reasonable efforts to protect the Intellectual Property, including but not limited to, requesting confidential treatment under U.S. Freedom of Information Act and other applicable laws. Each party agrees to notify the other party in the event it must disclose such party’s Intellectual Property to any regulatory authority or in any court proceeding and will keep the other party apprised of its efforts to protect the Intellectual Property.

12. Certain Records.

Beacon Hill shall maintain customary records in connection with its duties as specified in this Agreement. Any records required to be maintained and preserved pursuant to Rules 31a-1 and 31a-2 under the 1940 Act which are prepared or maintained by Beacon Hill on behalf of the Trust shall be the property of the Trust and will be surrendered promptly to the Trust on request, and made available for inspection by the Trust or by the Commission at reasonable times.

13. Miscellaneous.

(a) No amendment, modification to or assignment of this Agreement shall be valid unless made in writing and executed by both parties hereto. Upon approval by the Board of Trustees of the Trust, Beacon Hill may subcontract with any entity or person concerning the provision of the services contemplated under this Agreement (“Sub- Administrator”). Subcontracting of services does not relieve Beacon Hill of its obligations under this Agreement.

(c) No party to this Agreement will be responsible for delays resulting from acts beyond the reasonable control of such party, provided that the nonperforming uses commercially reasonable efforts to avoid or remove such causes of nonperformance and continues performance hereunder as soon as practicable as soon as such causes are avoided, rectified or removed.

(d) Paragraph headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement.

(e) This Agreement may be executed in counterparts, each of which shall be an original but all of which, taken together, shall constitute one and the same agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed all as of the day and year first above written.


ASSET MANAGEMENT FUND		BEACON HILL FUND SERVICES, INC.

/s/ Rodger D. Shay, Jr.		/s/ Scott Englehart

Name: Rodger D. Shay, Jr.		Name: Scott Englehart
Title: President		Title: President
Address: 230 West Monroe Street, Suite 2810 Chicago, IL 60606

SCHEDULE A

FUND GOVERNANCE AND REGULATORY OVERSIGHT SERVICES

Beacon Hill will provide the following services during the term of this Agreement:

Beacon Hill shall perform and coordinate Fund governance and regulatory oversight services either directly or through working with the Trust’s service providers. Beacon Hill shall also review and provide comment during the preparation of Trust Documents.

Beacon Hill shall also oversee the performance by other service providers to the Trust in connection with the operations of the Trust, and, on behalf of the Trust, shall conduct relations with service providers, including but not limited to, custodians, depositories, transfer agents, fund accountants, accountants, auditors, legal counsel, underwriters, brokers-dealers, corporate fiduciaries, insurers, banks and persons in any other capacity deemed to be necessary or desirable for the Trust’s operations, but shall have no responsibility for supervising the performance by any investment adviser or sub-adviser of its responsibilities. In conjunction with this function, Beacon Hill shall administer contracts on behalf of the Trust with, among others, the Trust’s investment adviser, distributor, custodian, transfer agent and fund accountant.

Beacon Hill shall provide the Board of Trustees of the Trust (hereafter referred to as the “Board”) with such reports as it may reasonably request.

Without limiting the generality of the foregoing, Beacon Hill shall:

	•		Coordinate and monitor activities of the third party service providers to the Funds.

	•		Manage the process of filing amendments to the Funds registration statement and other reports to shareholders.

	•		Coordinate the filing process for regulatory reports including the preparation, coordination of comments and filing of regulatory filings of the Trust including Forms N-CSR, N-SAR, N-Q, N-PX and 24f-2.

	•		Coordinate the preparation and filing of proxy material, review tabulations and conduct shareholder meetings as required.

	•		Maintain compliance calendar for Board meetings.

	•		Coordinate the Board book preparation process including preparation, compilation and distribution of material for all Board meetings, attendance at meetings and drafting of minutes.

	•		Provide support for new funds, mergers, conversions, and reorganizations.

	•		Coordinate the-monitoring of compliance portfolio compliance and limitations, compliance with IRS diversification requirements, maintain compliance checklists and related Board reporting.

	•		Maintain all books and records of each fund as is required by the Federal Securities Laws.

	•		Prepare and file registrations and exemptions to affect the sale of Fund shares in various states and jurisdictions.

Beacon Hill shall perform such other services for the Trust that are mutually agreed upon by the parties from time to time for which the Trust will pay such fees as may be mutually agreed upon, including Beacon Hill’s out-of-pocket expenses.

* * * * *

SCHEDULE B

SERVICE FEES

Dated November 1, 2009

1. Fund Governance and Regulatory Oversight Services Fee provided under this Agreement: 0.02% (2 basis points) of average daily assets of the Trust for the first $1 billion; 0.015% (1 and 1/2 basis points) of average daily assets of the Trust for assets in excess of $1 billion; with a minimum annual fee of $150,000. The minimum annual fee shall apply under this Agreement for a period of time equal to the earlier of the one year anniversary of this Agreement or the date at which the total average daily assets of the Trust exceed $1.5 billion for any monthly period.

2. Out-of-Pocket Expenses, including but not limited to the following:

(a) The out-of-pocket expenses incurred in connection with Beacon Hill’s provision of services to the fund officers and to the Trust including but not limited to, travel costs for attending Board meetings and conducting due diligence of Service Providers, printing and postage, storage costs in connection with record retention, and Federal and State regulatory and filing fees and related administrative expenses to obtain and maintain such filings, including but not limited to Blue Sky permit fees and expenses; and

(b) Any other expenses approved by the Board.

For out-of-pocket expenses, Beacon Hill will invoice the Trust and the Trust will remit payment within 15 days of receipt of invoice.

ASSET MANAGEMENT FUND


/s/ Rodger D. Shay, Jr. Name: Rodger D. Shay, Jr.
Title: President

BEACON HILL FUND SERVICES, INC.

/s/ Scott Englehart
Name: Scott Englehart
Title: President

SCHEDULE C

BEACON HILL CORPORATE STRUCTURE

As referenced in Section 8(b), Beacon Hill is a wholly-owned subsidiary of Diamond Hill Investment Group, Inc. Diamond Hill Investment Group, Inc. is a public company trading under the NASDAQ symbol DHIL and may be included in certain market capitalization-based equity indices used for tracking the stock market. For more information on Diamond Hill, visit www.diamond-hill.com.