UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

SCHEDULE 14A INFORMATION 

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Check the appropriate box:

ASSET MANAGEMENT FUND

(Name of Registrant as Specified in Its Charter)

Not Applicable

(Name of Person (s) Filing Proxy Statement, if Other Than the Registrant)

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Asset Management Fund
690 Taylor Road,

Three Canal Plaza, Suite 210

Gahanna, Ohio 43230100, Portland, ME 04101

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To Be Held June 7, 2019May 21, 2024

Large Cap Equity Fund

The Board of Trustees of Asset Management Fund, an open-end management investment company organized as a Delaware statutory trust (the “Trust”), has called a special meeting of the shareholders (the “Meeting”) of the Large Cap Equity Fund, a series of the Trust (the “Fund”), to be held at the Trust’s officesoffice of Vedder Price P.C., 222 N. La Salle St., Chicago, IL 60601 on May 21, 2024 at 690 Taylor Road, Suite 210, Gahanna, Ohio 43230 on June 7, 2019 at 10:00 a.m.1:00p.m., EasternCentral Time, for the following purposes:

Only shareholders of record of the Fund at the close of business on April 25, 2019March 15, 2024 are entitled to notice of, and to vote at, the special Meeting and any adjournments or postponements thereof. The Notice of Meeting, Proxy Statement and accompanying proxy card will first be mailed to shareholders on or about May 9, 2019.April 8, 2024.

By Order of the Board of Trustees

David Bunstine, President

YOUR VOTE IS IMPORTANT

To assure your representation at the Meeting, please complete, date and sign the enclosed proxy card and return it promptly in the accompanying envelope. You also may vote by telephone by following the instructions on the enclosed proxy card. Whether or not you plan to attend the Meeting in person, please vote your shares; if you attend the Meeting, you may revoke your proxy and vote your shares in person. For more information or assistance with voting, please call (800) 967-0271.820-2416. Representatives are available to answer your call from 9:00 a.m. to 1010:00 p.m. Eastern Time.

Asset Management Fund

690 Taylor Road,Three Canal Plaza, Suite 210100

Gahanna, Ohio 43230Portland, ME 04101

PROXY STATEMENT

SPECIAL MEETING OF SHAREHOLDERS

To Be Held June 7, 2019

Large Cap Equity Fund

SPECIAL MEETING OF SHAREHOLDERS

To Be Held May 21, 2024

Large Cap Equity Fund

INTRODUCTION

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Trustees (the “Board” or the “Trustees”) of Asset Management Fund (the “Trust”) for use at the Special Meeting of Shareholders (the “Meeting”) of the Large Cap Equity Fund, a series of the Trust (the “Fund”), to be held at the Trust’s officesoffice of Vedder Price P.C., 222 N. La Salle St., Chicago, IL 60601 on May 21, 2024 at 690 Taylor Road, Suite 210, Gahanna, Ohio 43230 on June 7, 2019 at 10:1:00 a.m.p.m., EasternCentral Time, and at any and all adjournments thereof. The Trust is soliciting proxies on behalf of the Large Cap Equity Fund.

The Board called the Meeting for the following purposes:

The Notice of Meeting, Proxy Statement and accompanying proxy card will first be mailed to shareholders on or about May 9, 2019.Apil 8, 2024.

Only shareholders of record of the Fund at the close of business on April 25, 2019March 15, 2024 (the “Record Date”) are entitled to notice of, and to vote at, the Meeting and any adjournments or postponements thereof.

Approval of the Sub-AdvisoryS2 Advisory Agreement requires the affirmative vote of the lesser of (A) 67% or more of the Fund’s outstanding shares present at the Meeting, in person or by proxy, if more than 50% of the Fund’s outstanding shares are present at the Meeting or represented by proxy; or (B) more than 50% of the Fund’s outstanding shares. Each share of the Fund is entitled to one vote, with fractional shares having a fractional vote.

The Board of Trustees of the Trust including the Independent Trustees, unanimously recommends that shareholders of the Fund vote “FOR” the approval of the Sub-AdvisoryS2 Advisory Agreement.

PROPOSAL 1

APPROVAL OF SUB-ADVISORYNEW INVESTMENT ADVISORY AGREEMENT

Background

Since January 1, 2016, following the retirement of the Fund’s long-time portfolio manager,Austin Atlantic Asset Management Co. (“Austin Atlantic”) served as investment adviser to the Fund has been exclusively managedsince 2006. Following approval by the Adviser using investment models, analytics and other tools licensed by the Adviser from S2. In addition, the Adviser hired certain employees of S2 pursuant to a dual employee agreement to serve as portfolio managersshareholders of the Fund, in the capacity of employees of the Adviser. As employees of the Adviser, the portfolio managers have been subjectSystem Two Advisors L.P. (“S2”) was named as sub-adviser to the oversight of the Adviser and the Adviser’s compliance policies and procedures since January 1, 2016. The Adviser initially determinedFund in 2019. As sub-adviser to employ this dual employee and licensing structure for its management of the Fund, rather thanS2 provided a sub-advisory relationship because, at the time, S2 was a relatively newcontinuous investment advisory firm and S2 did not have experience managing funds registered under the Investment Company Act of 1940, as amended (the “1940 Act”). The dual employee structure gave the Adviser greater oversight of the portfolio management team.

Over the last three years, S2 has matured as an investment advisory firm and has ultimately become financially stable. The portfolio manager has also gained experience with the day-to-day management of a registered mutual fund. At this time, the Adviser believes it is appropriate to transition to a sub-advisory relationship with S2. By transitioning to a sub-advisory relationship, the Adviser believes that it will be easier to describe the Fund’s management structure to potential investors and investors will be able to focus more on S2’s investment models, analytics and other tools and the performance that has been generatedprogram for the Fund, using those models, analyticsincluding investment research and tools since January 1, 2016. Since January 1, 2016,management with respect to all securities and investments and cash equivalents held by the Fund, and determined what securities and other investments would be purchased, retained or sold by the Fund. S2 managed the Fund in accordance with the investment objectives and investment restrictions provided in the Fund’s performance has been as follows:

Under the proposed Sub-Advisory Agreement with S2, the portfolio manager currently responsible for the managementProspectus and Statement of the Fund would continue to manage the FundAdditional Information using the sameits proprietary investment models, analytics and other tools. It is not expected that shareholders would notice any differences in the management of the Fund after transitioning from the dual employee structure to a sub-advisory relationship with S2 serving as the sub-advisor. In its role as investment adviser, the Adviser would overseeAustin Atlantic provided oversight of S2’s investment activities and the performance of the Fund. The Adviser wouldAustin Atlantic also provideprovided oversight of S2’s compliance program related to the Fund and would regularly reportreported to the Board with respect to the Fund and the services of S2.

Following a significant reduction in the assets under management in other Austin Atlantic advised products in 2022 and 2023, Austin Atlantic discussed with the Board the future of its business and options for the Fund over the course of several meetings in 2022 and 2023. Ultimately, Austin Atlantic and S2 proposed to transition investment advisory services for the Fund to S2 following the term of the Investment Advisory Agreement with Austin Atlantic (the “AA Advisory Agreement”) ending on February 28, 2024. At a meeting held on February 27, 2019,12, 2024, the Adviser presentedBoard unanimously approved (1) an Interim Investment Advisory Agreement between the Trust, on behalf of the Fund, and S2 (the “Interim Advisory Agreement”) and (2) the S2 Advisory Agreement subject to shareholder approval. The Interim Advisory Agreement took effect on February 28, 2024 and is effective for a period up to 150 days while the Fund seeks to obtain shareholder approval of the S2 Advisory Agreement. The Board approved the Interim Advisory Agreement at the meeting held on February 12, 2024 to provide for the continuous management of the Fund while shareholder approval of the S2 Advisory Agreement is sought. The terms of the Interim Advisory Agreement, including the compensation to be paid thereunder, are identical in all material respects to the Boardterms of the Adviser’s proposalAA Advisory Agreement, except for the parties to implement the Sub-Advisoryagreement, the effective date and term of the agreement. If shareholders approve the S2 Advisory Agreement, with S2. Atit is expected that meeting,shareholders will not notice any material differences in the management of the Fund, including that Anupam Ghose will remain as the portfolio manager of the Fund. After considering the proposed transition of investment advisory services to S2, based on the considerations discussed below, the Board determined to approveapproved the Sub-AdvisoryS2 Advisory Agreement between the Adviser and S2 and to recommendrecommends that shareholders also approve the Sub-AdvisoryS2 Advisory Agreement. The form of the Sub-AdvisoryS2 Advisory Agreement is attached hereto as Appendix A. Additional information regarding the S2 the Sub-AdvisoryAdvisory Agreement and the AdviserS2 is set forth below.

If approved by shareholders, the S2 Advisory Agreement would take effect immediately.

Information about the Sub-AdviserS2 

S2 is a Delaware limited partnership founded by Anupam Ghose and Robert C. Jones in 2011. Mr. Ghose owns 80% and Mr. Jones each own almost 50%owns 20% of the interests in, and jointly control, S2. The address of S2 is 47 Maple Street, #303 A,#303A, Summit, New Jersey 07901.

S2’s operations are managed by Anupam Ghose, Chief Executive Officer, Robert C. Jones, Chairman and Chief Investment Officer Ana I. Galliano, Head of Portfolio Management and Chief Operating Officer and Peter Marquardt, Chief Compliance Officer. The address of Messrs. Ghose, Jones and Marquardt and Ms. Galliano is 47 Maple Street, #303 A,#303A, Summit, New Jersey 07901. S2 does not currently manage any other funds having similar investment objectives to the Fund.

Proposed Sub-Advisory

AA Advisory Agreement and Interim Advisory Agreement

As noted above, shareholdersThe AA Advisory Agreement was dated May 10, 2017 and was last approved at a meeting of the Fund are being asked to approveFund’s shareholders held on May 10, 2017 following the Sub-Advisorytermination of the prior investment advisory agreement with Austin Atlantic as a result of a change of control of Austin Atlantic that resulted in the assignment and termination of the then current investment advisory agreement. The AA Advisory Agreement betweenwas last approved by the Adviser and S2 pursuant to which S2 would provide investment sub-advisory services for the Fund. The Board approved the Sub-Advisory Agreementof Trustees at a meeting held on February 27, 2019. The considerations21-22, 2023. Under the AA Advisory Agreement, Austin Atlantic provided oversight of S2’s investment activities and the performance of the Fund. Austin Atlantic also provided oversight of S2’s compliance program related to the Fund and regularly reported to the Board in approvingwith respect to the Sub-AdvisoryFund and the services of S2. For Austin Atlantic’s services under the AA Advisory Agreement are set forth below in the section entitled “Board ConsiderationsFund paid Austin Atlantic a fee based on the average net assets of the Sub-Advisory Agreement.”Fund, computed daily and payable monthly, at the annual rate of 0.65% for the first $250 million; and 0.55% for assets over $250 million. For the fiscal year ended June 30, 2023, the aggregate amount of investment adviser fees paid to Austin Atlantic by the Fund was $290,934.  For the last fiscal year, Austin Atlantic voluntarily agreed to waive 0.10% of its advisory fee for the Fund. The aggregate fee for the Fund above includes the effect of the voluntary waiver. Out of the advisory fee from the Fund, Austin Atlantic compensated S2 for its sub-advisory services to the Fund. During the most recent fiscal year, Austin Atlantic paid S2 44% of the advisory fee it received from the Fund after the reduction from Austin Atlantic’s voluntary advisory fee waiver.

S2 has assumed the role of investment adviser for the Fund pursuant to the Interim Advisory Agreement, the terms of which, including the compensation to be paid to S2, are identical in all material respects to the terms of the AA Advisory Agreement, except for the parties to the agreement, the effective date and term of the agreement. The Interim Advisory Agreement will continue for a period of 150 days from the date it became effective (February 28, 2024) or until shareholders of the Fund approve the S2 Advisory Agreement, whichever is earlier. S2 has committed to continue the voluntary waiver of 0.10% of the advisory fee for the Fund under both the Interim Advisory Agreement and the S2 Advisory Agreement. While it is not contemplated, the voluntary waiver could be terminated by S2 at any time.

Comparison of the AA Advisory Agreement and the S2 Advisory Agreement

The terms of the S2 Advisory Agreement, including the fees payable to S2, are identical in all material respects to the terms of the AA Advisory Agreement, except for the parties to the agreement and the effective date and term of the agreement. If approved by shareholders of the Fund, the Sub-AdvisoryS2 Advisory Agreement will have an initial term of up to two years from the date of shareholder approval and will continue from year to year thereafter if such continuance is approved by the Board on behalf of the Fund at least annually in the manner required by the Investment Company Act of 1940, Actas amended (the “1940 Act”) and the rules, interpretations and regulationsexemptive relief thereunder. Below is a descriptioncomparison of certain terms of the Sub-AdvisoryAA Advisory Agreement and the S2 Advisory Agreement. For a more complete understanding of the Sub-AdvisoryS2 Advisory Agreement, please refer to the form of the Sub-AdvisoryS2 Advisory Agreement provided in Appendix A hereto. The summary of the terms and provisions of the S2 Advisory Agreement below is qualified in all respects by the terms and conditions of the form of S2 Advisory Agreement.

Sub-AdvisoryAdvisory Services. SubjectThe investment advisory services to be provided by S2 to the supervision ofFund under the BoardS2 Advisory Agreement will be identical to those services provided by Austin Atlantic to the Fund under the AA Advisory Agreement. Both the AA Advisory Agreement and the Adviser, S2 Advisory Agreement provide that the adviser will providefurnish a continuous investment program for the Fund, including investment research and management with respect to all securities and investments and cash equivalents in the Fund. S2Fund, and the adviser will determine from time to timetime-to-time what securities and other investments will be purchased, retained or sold by Fund. As noted above, Austin Atlantic delegated the Fund.advisory services to be provided to the Fund to S2 as the Fund’s sub-adviser. Therefore, S2 will managecontinue to provide the same investment advisory services to the Fund in accordance withthat it currently provides, except that it will now serve as the investment objectives and investment restrictions provided inadviser to the Fund’s Prospectus and Statement of Additional InformationFund pursuant to the S2 Advisory Agreement rather than as well as any other investment guidelines communicated by the Advisersub-adviser pursuant to S2 in writing. Ms. Galliano,a sub-advisory agreement. In addition, the portfolio manager, Anupam Ghose, that currently manages the Fund will continue to manage the Fund. S2 does not anticipate that the termination of the AA Advisory Agreement and adoption of the S2 Advisory Agreement will have any impact on the investment advisory services that S2 provides to the Fund.

Fees. The investment advisory fees to be paid by the Fund to S2 under the Sub-Advisory Agreement.

In providingS2 Advisory Agreement will be identical to the above services, S2 shall be responsible for negotiating the terms and arrangements for the execution of buys and sells of portfolio securities forinvestment advisory fees paid by the Fund with its approved brokers. S2 will arrange forto Austin Atlantic under the execution of securities brokerage transactions for the Fund through broker-dealers that they reasonably believe will provide “best execution.” S2 also will be responsible for voting in respect of securities held in the Fund’s portfolio and will exercise the right to vote in accordance with S2’s proxy voting policy.

Fees.Pursuant to the Sub-Advisory Agreement, the Adviser will payAA Advisory Agreement. As noted above, Austin Atlantic paid S2 a sub-advisory fee for the services provided equal to a percentage offrom the investment advisory fee earnedit received from the Fund. Under the S2 Advisory Agreement, S2 will receive the full investment advisory fee. Under both the AA Advisory Agreement and the S2 Advisory Agreement, the investment advisory fee paid by the Adviser underFund is based on the Investment Advisory Agreement in accordance with the fee schedule set forth below, reduced by any voluntary waivers of fees agreed upon by the Adviser and S2 and disclosed to the Board. The sub-advisory fee shall be prorated and paid monthly, in arrears, within 15 days of the end of the month, by wire from the Fund’s Custodian, based upon the average daily value of the Fund’s net assets for the previous calendar month as valued in accordance with the Fund’s valuation procedures.

Incremental Percent of Investment Advisory Fees paid to Sub-Adviser

For example, if the net assets of the Fund, average $90 millioncomputed daily and payable monthly, at the annual rate of 0.65% for the month,first $250 million; and 0.55% for assets over $250 million. Austin Atlantic voluntarily waived 0.10% of its advisory fee for the Fund under the AA Advisory Agreement. S2 has continued to voluntarily waive 0.10% of the advisory fee paidfor the Fund under the Interim Advisory Agreement and will continue to do so under the S2 Advisory Agreement. While it is equal to:

([40 x 51%] + [50 x 60%]) x 0.55% x (# of days in month/365) = $23,100, assumingnot contemplated, the day count calculation in the equation equals 1/12^th of a year

Example reflects the Adviser’s current 0.10% voluntary waiver on the investment advisory fee, which would otherwisecould be 0.65%.terminated by S2 at any time.

Payment of Expenses. As was the case under the AA Advisory Agreement, S2 will pay all expenses incurred by it in connection with its activities under the Sub-Advisory Agreement.S2 Advisory Agreement other than the cost of securities purchased for the Fund (including taxes and brokerage commissions, if any).

Limitation of Liability. The Sub-AdvisoryAs was the case under the AA Advisory Agreement, the S2 Advisory Agreement provides that S2 shall not be liable for any error of judgment or mistake of law or for any loss arising outsuffered by the Fund in connection with the performance of the S2 Advisory Agreement, except a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services (in which case, any instrument, exceptaward for damages shall be limited to the periods and amounts set forth in Section 36(b)(3) of the 1940 Act) or a loss resulting from willful misfeasance, bad faith or gross negligence on the part of S2 in the performance of S2’sits duties except as may otherwise be providedor from reckless disregard by it of its obligations and duties under provisions of applicable state law which cannot be waived or modified.the S2 Advisory Agreement.

Term, Renewal and Termination.Continuance. TheAfter its initial term, the continuation of the Sub-AdvisoryAA Advisory Agreement shall bewas specifically approved by the Board at least annually in the manner required by the 1940 Act and the rules, interpretations and exemptive relief thereunder. The Board last approved the continuation of the AA Advisory Agreement on February 22, 2023. If approved by shareholders, the S2 Advisory Agreement with respect to the Fund will continue in effect for no more thanan initial term up to two (2) years from its original effective date. The Sub-Advisory Agreement shall continue in effect afterdate for the Fund. After its initial term, the S2 Advisory Agreement will continue with respect to the Fund for successive one year terms, provided thatone-year periods if such continuance is specifically approved by the Board at least annually (a)in the manner required by the vote of a majority of those members of1940 Act and the Board who are not parties torules, interpretations and exemptive relief thereunder.

Termination. As was the Sub-Advisorycase under the AA Advisory Agreement, or interested persons of any party to the Sub-Advisory Agreement, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the vote of the majority of the Board or by the vote of a majority of the outstanding voting securities of the Fund. The Sub-AdvisoryS2 Advisory Agreement may be terminated as to the Fund at any time on sixty (60)60 days’ advance written notice, without the payment of any penalty, by the Trust (by vote of the Trust’s Board of Trustees or by vote of a majority of the outstanding voting securities of the Fund) or by the Adviser or S2. The Sub-AdvisoryS2 Advisory Agreement shallalso provides that it will immediately terminate without payment of penalty, (a) in the event of its assignment (as defined in the 1940 Act), or (b) in the event the Investment Advisory Agreement between the Adviser and the Trust, on behalf of the Fund, is assigned or terminates for any other reason.. In addition, the S2 Advisory Agreement may also be terminated by the Trust orupon written notice to S2 that S2 is in material breach of the Adviser hasS2 Advisory Agreement, unless S2 cures such breach to the rightreasonable satisfaction of the Trust within 30 days after written notice, provided that such 30-day cure period shall be extended by an additional 30 days if S2 is in the process of attempting in good faith to remedy such breach. The Trust can also terminate the Sub-AdvisoryS2 Advisory Agreement upon immediate notice if S2 becomes statutorily disqualified from performing its duties under the Sub-AdvisoryS2 Advisory Agreement or otherwise is legally prohibited from operating as an investment adviser. The Sub-Advisory Agreement will also terminate upon written notice to the other party that the other party is in material breach of the Sub-Advisory Agreement, unless the other party in material breach of the Sub-Advisory Agreement cures such breach to the reasonable satisfaction of the party alleging the breach within thirty (30) days of written notice. If the Sub-Advisory Agreement is terminated, other than for cause, the Adviser will pay to S2 a prorated portion of the sub-advisory fees calculated to the date of termination.

Board Considerations of the Sub-AdvisoryS2 Advisory Agreement

The Board approved the Sub-AdvisoryS2 Advisory Agreement at a meeting held on February 27, 2019 (the “Board Meeting”).12, 2024. The Board determined that the approval of the Sub-AdvisoryS2 Advisory Agreement iswas in the best interestinterests of the Fund in light of the

nature, quality and extent of the services expected to be provided and such other matters as the Board considered to be relevant in the exercise of its reasonable business judgment. As discussed further below, the Board also approved the Interim Investment Advisory Agreement at the February 12, 2024.

As of February 12, 2024, Austin Atlantic served as the Fund’s investment adviser pursuant to the AA Advisory Agreement and S2 served as the sub-adviser to the Fund pursuant to a sub-advisory agreement between Austin Atlantic and S2 (the “S2 Sub-Advisory Agreement”). As discussed above, pursuant to the S2 Sub-Advisory Agreement and the AA Advisory Agreement, S2 provided a continuous investment program for the Fund, including investment research and management with respect to all securities and investments and cash equivalents held by the Fund, and determined what securities and other investments would be purchased, retained or sold by the Fund, and Austin Atlantic provided oversight of S2’s investment activities and the performance of the Fund and also provided oversight of S2’s compliance program related to the Fund and regularly reported to the Board with respect to the Fund and the services of S2. Following a significant reduction in the assets under management in other Austin Atlantic advised products in 2022 and 2023, Austin Atlantic discussed with the Board the future of its business and options for the Fund over the course of several meetings in 2022 and 2023. Ultimately, Austin Atlantic and S2 proposed to transition investment advisory services for the Fund to S2 following the term of the AA Advisory Agreement ending on February 28, 2024. The Board consideredwas informed that transition of investment advisory services to S2 would require that the Sub-AdvisoryS2 Advisory Agreement in connection withbe submitted to shareholders of the Adviser’s proposalFund for approval. The Board also was informed that it would need to transitionapprove the Interim Advisory Agreement to provide for the continuous management of the Fund following the termination of the AA Advisory Agreement on February 28, 2024. The Board noted that S2 could only provide investment advisory services to the Fund under the Interim Advisory Agreement for a sub-advisory relationshipperiod of 150 days from the date of the transition of investment advisory services from Austin Atlantic to S2 and that shareholder approval of the S2 Advisory Agreement would need to be obtained during that 150 day period. 

Prior to the February 12, 2024 Board meeting, Fund counsel provided S2 with S2. Currentlya request for information regarding investment advisory services for the Fund and S2’s responses to the request for information were considered by the Board at the meeting, including in executive session with Fund counsel. In addition, Anupam Ghose, portfolio manager for Fund uses investment models, analytics and other tools licensed by the Adviser from S2 in the management of the Fund and is a dual employeeChief Executive Officer of S2, joined the AdviserFebruary 12, 2024 Board meeting and S2. The Adviser initially determined to employ a dual employee and licensing structure for its managementdiscussed the proposed transition of the Fund in 2016 following the retirement of the Fund’s long-time portfolio manager rather than a sub-advisory relationship because, at the time, S2 was a relatively new investment advisory firm andservices to S2. To reach its determination in approving the S2 did not have experience managing funds registered under the 1940 Act. The dual employee structure gave the Adviser greater oversight of the portfolio management team. At the Board Meeting, the Adviser proposed to now enter into the Sub-AdvisoryAdvisory Agreement with S2 because S2 has matured as an investment advisory firm over the past three years and has become financially stable. In addition, the portfolio manager has gained experience with the day-to-day management of a registered mutual fund. The Adviser indicated its belief that it is appropriate at this time to transition to a sub-advisory relationship with S2, which will make it easier to describe the Fund’s management structure to potential investors and investors will be able to focus more on S2’s investment models, analytics and other tools and the performance that has been generated for the Fund, using those models, analytics and tools since January 1, 2016.

In reviewing the Sub-Advisory Agreement, the Board considered its duties under the 1940 Act, as well as under the general principles of state law in reviewing and approving advisory contracts; the requirements of the 1940 Act in such matters; the fiduciary duty of investment advisersadvisors with respect to advisory agreements and their compensation under such agreements;compensation; the standards used by courts in determining whether investment company boards have fulfilled their duties; and the factors to be considered by the Board in voting on such agreements.agreements; and the interests of the Fund and shareholders. In connection with its deliberations regarding the S2 Advisory Agreement, the Board noted that any differences in the terms and conditions of the S2 Advisory Agreement from the AA Advisory Agreement, including the parties to the agreement and the effective and termination dates of the agreement, were immaterial to the management of the Fund. The Board received separate reports fromconsidered that the Adviser and S2 in advance of the Board Meeting that, among other things, outlined the services to beinformation provided by S2 in response to the request for information and at the February 12, 2024 meeting indicated that, while S2 would assume full investment advisory responsibilities under the S2 Advisory Agreement, S2’s investment advisory services to the Fund, (includingincluding the relevant personnelportfolio manager responsible for theseimplementing the Fund’s investment strategy, would not change. S2 indicated that, while S2 would receive the full investment advisory fee as investment adviser to the Fund, the investment advisory fee would remain the same as the investment advisory fee under the AA Advisory Agreement and S2 would continue the 0.10% voluntary fee waiver and that the transition of investment advisory services and their experience); performance information for the Fund; the advisory fees for the Fund as compared to fees charged by investment advisors to comparable funds;S2 would not result in any diminution in the potential for economies of scale, if any; financial data on S2; any fall-out benefits to S2;nature, quality and the Adviser’s and S2’s compliance programs.

In considering approvalextent of the Sub-Advisory Agreement forservices provided to the Fund the Board, at the Board Meeting, reviewed with the Adviser and S2 the materials provided in advance of the Board Meeting.by S2. The Board, which is composed entirely of Trustees who are not “interested persons” of the Trust as defined in the 1940 Act (“Independent Trustees,Trustees”), also met independently of management to review and discuss materials received from the Adviser, S2, Foreside Management Services, LLC (“Foreside”) and TrustFund counsel. The Board applied its business judgment to determine whether the Sub-AdvisoryS2 Advisory Agreement is expected to bewas a reasonable business arrangement from the Fund’s perspective. The Board determined that, given the totality of the information provided with respect to the Sub-AdvisoryS2 Advisory Agreement, the Board, in its judgment, had received sufficient information to approve the Sub-AdvisoryS2 Advisory Agreement. In determining to approve the Sub-AdvisoryS2 Advisory Agreement for the Fund, the Board did not identify any single factor or group of factors as all important or controlling and considered all factors together, including the factors set forth below.

Nature, Quality and Extent of Services. The Board considered the nature, extent and quality and extent of the services expected to be provided by S2 to the Fund under the Sub-Advisory Agreement. The Board noted that S2 would be responsible forin managing the Fund’s investment portfolio. The Board noted that the same portfolio manager currently responsible for the management of the Fund would continue to manage the Fund using the same investment models, analyticsinvestments and other tools. The Board reviewed the experience and skills of S2’s management team, includingportfolio manager managing the portfolio manager. At the Board Meeting, the Board received a presentation from the Chief Executive Officer of S2 on the services and capabilities of S2 and were able to ask questions. The Board considered the compliance program established by S2 and the level of compliance attained by S2 and discussed with S2’s Chief Executive Officer recent enhancements and improvements made to the compliance program.

Fund. The Board reviewed the Fund’s investment performance for the one-, three- and three-yearfive-year periods ended December 31, 2018, which covered periods since the management of the Fund was transitioned from the prior portfolio manager to management using investment models, analytics and other tools licensed by the Adviser from S2,2023 and compared this information to the performance of a peer universe of funds in the same Morningstar category and to the performance of the Fund’s benchmark based on information and data provided by Foreside.index. The Board noted that the Fund’s performance was in the 3rd and 1st quartile respectively, of its peer universe for the one- and three-year periodsone-year period ended December 31, 20182023, in the 1st quartile of its peer universe for the three-year period ended December 31, 2023 and in the 2nd quartile of its peer universe for the five-year period ended December 31, 2023. The Board also noted that the Fund outperformed its benchmark index in the three-year period ended December 31, 2023 and underperformed its benchmark index in each period. However, the Board noted that the relative performance of the Fund has improved sinceone- and five-year periods December 31, 2023. The Board also considered S2’s compliance program and the portfolio managementenhancements that would be made in light of S2 transitioning to become the investment adviser of the Fund was transitioned to the new portfolio manager using the investment models, analytics and other tools licensed by the Adviser from S2.

Fund. In light of the information presented and the considerations made, the Board concluded that the nature, qualityextent and extentquality of the services to be provided to the Fund by S2 under the Sub-Advisory Agreementhave been and are expected to beremain satisfactory.

Fees and Expenses. .The Board reviewed the Fund’s contractual investment advisory fee and total net expense ratios. The Board considered the sub-advisory fee rate payable under the Sub-Advisory Agreement, noting that the sub-advisory fee would be paid by the Adviser from its investment advisory fee. The Board also reviewed the Fund’scontractual investment advisory fee rate.would not change as a result of the transition of investment advisory services to S2. The Board received information based upon Morningstar data comparing the Fund’s contractual investment advisory feesfee and total net expense ratio to the contractual investment advisory fees and total net expense ratios of funds in a peer group based upon asset size and in a peer universe. The peer group and peer universe included funds in the same Morningstar category as the Fund. The information provided to the Board showed that the Fund’s contractual investment advisory fees were belowfee was in the average2nd quartile of its peer group and that the medianFund’s total net expense ratio (Class AMF) was in the 4th quartile of the applicableits peer group. The Board notedconsidered that S2 would continue the Adviser intended to continue its 0.10%current voluntary investment advisory fee waiver for the Fund. On the basis of all the information provided, the Board concluded that the proposed sub-advisoryinvestment advisory fee for the Fund wascontinued to be reasonable and appropriate in light of the nature, quality and extent of services provided by and expected to continue to be provided by S2.

ProfitabilityProfitability. . The Board received and discussed with Mr. Ghose the financial information for S2 andstatements of S2. The Board considered information related toS2’s discussion of the estimated profitability to S2 from its relationship with the Fund. The Board also noted that under the S2 Advisory Agreement, S2 would receive the entire investment advisory fee rather than splitting it with Austin Atlantic, as was the case under the prior arrangements. Based upon the information provided, and the current size of the Fund, the Board concluded that any profits to be realized by S2 in connection with the management of the FundS2 Advisory Agreement were not expected to be unreasonable at this time.unreasonable.

Economies of ScaleScale. . The Board considered whether there are economies of scale with respect to the management of the Fund and whether the Fund benefits from any such economies of scale.scale through breakpoints in fees or otherwise. The Board noted that the investment advisory fee structure is comprised of (and would continue to be comprised of under the S2 Advisory Agreement) breakpoints for the Fund. The Board also considered the current net assets of the Fund and noted that the voluntary investment advisory fee rate includes breakpoints.waiver. The Board concluded that the investment advisory fee schedule for the Fund reflects an appropriate level of sharing of any economies of scale as may exist in the management of the Fund at current asset levels.

Other Benefits to S2S2. . The Board considered other potential benefits to be derived by S2 from its relationship with the Fund, noting that S2 does not expect to use soft dollars in the management of the Fund. The Board noted S2’s statement regarding the potential for other separately managed accounts for S2 using a similar investment process as the Fund as a result of its involvement with the Fund. The Board determined that the character and amount of other incidental benefits that may be received by S2, as a result of the S2’s relationship with the Fund, noting that S2 did not identify any incidental benefits to be received. The Board considered that S2 does not use brokerage of the Fund to obtain third party research. The Board determined that the character and amount of other incidental benefits expected to be received by S2 were not unreasonable.

Conclusion.

Based uponon all of the information considered and the conclusions reached, the Board unanimously determined that the terms of the Sub-AdvisoryS2 Advisory Agreement arewere fair and reasonable and that the approval of the Sub-AdvisoryS2 Advisory Agreement for the Fund iswas in the best interests of the Fund.

Required Vote

Approval of the Sub-AdvisoryNew Advisory Agreement for the Fund requires the affirmative vote of the lesser of (A) 67% or more of the Fund’s outstanding shares present at the Meeting, in person or by proxy, if more than 50% of the Fund’s outstanding shares are present at the Meeting or represented by proxy; or (B) more than 50% of the Fund’s outstanding shares. Each share of thea Fund is entitled to one vote, with fractional shares having a fractional vote. In the event that shareholders of the Fund approve the Sub-Advisory Agreement, the Sub-Advisory Agreement will become effective for the Fund. If shareholders of the Fund do not approve the Sub-Advisory Agreement, the Board will take such action as it deems in the best interests of the Fund.

If approved by shareholders, the S2 Advisory Agreement would take effect immediately.

The Board of Trustees of the Trust including the Independent Trustees, unanimously recommends that shareholders of the Fund vote “FOR” the approval of the Sub-AdvisoryS2 Advisory Agreement.

OTHER INFORMATION

Information about the Adviser and DistributorINFORMATION ABOUT AUSTIN ATLANTIC AND THE DISTRIBUTOR

The AdviserAustin Atlantic is a wholly-owned subsidiary of Austin Atlantic Inc., a closely-held corporation controlled by Rodger D. Shay, Jr. Mr. Shay, Jr. has served as the Chief Executive Officer of Austin Atlantic Inc. since 2009. The address of the AdviserAustin Atlantic and Austin Atlantic Inc. is 1 Alhambra Plaza, Suite 100, Coral Gables, Florida 33134.

The Adviser’s Austin Atlantic’s operations are managed by Rodger D. Shay, Jr., Chairman, S. Sean Kelleher, President, Aaron Rodriguez, Chief Financial Officer and Kevin Rowe, Chief Compliance Officer. The address of Messrs. Shay Jr., Rodriguez and Rowe is 1 Alhambra Plaza, Suite 100, Coral Gables, Florida 33134 and the address of Mr. Kelleher is 1750 Sun Peak Drive, Suite 18, Park City, Utah 84098. The Adviser33134. Austin Atlantic does not currently manage any other funds having similar investment objectives to the Fund.

Austin Atlantic Capital Inc. (the “Distributor”), a wholly-owned subsidiary of Austin Atlantic Inc., serves as the Fund’s principal underwriter. Mr. Shay, Jr. is the President and Chief Executive Officer of the Distributor. The address of the Distributor is 1 Alhambra Plaza, Suite 100, Coral Gables, Florida 33134. Pursuant to the Fund’s Distribution Agreement and Amended and Restated 12b-1 Plan, the Fund (Class AMF shares) paid the Distributor $58,122$92,003 during the twelve monthsfiscal year ended June 30, 2018.2023. The Distributor continueswill continue to provide distribution services to the Fund. The Fund did not pay any commissions to the Distributor or any other affiliated brokers during the most recently completed fiscal year.

Current Investment Advisory Agreement

If shareholders approve the Sub-Advisory Agreement, the Investment Advisory Agreement between the Fund and the Adviser will continue to remain in effect and the Adviser will be responsible for overseeing S2’s implementation of the investment program for the Fund. The Adviser will continue to pay all expenses incurred by it in connection with its activities under the Investment Advisory Agreement. The Investment Advisory Agreement will continue on a year-to-year basis only if such continuance is specifically approved by the Board at least annually in the manner required by the 1940 Act and the rules and regulations thereunder and the same termination provisions will apply. The rate of compensation to the Adviser will not change under the Investment Advisory Agreement and the Fund will continue to pay the Adviser a fee based on the average net assets of the Fund, computed daily and payable monthly, at the annual rate of 0.65% for the first $250 million; and 0.55% for assets over $250 million. However, as noted above, the Adviser will pay S2’s sub-advisory fees from the compensation that it receives from the Fund. For the twelve-months ended June 30, 2018, the aggregate amount of investment advisory fees paid to the Adviser by the Fund was $292,557. Effective December 1, 2018, the Adviser voluntarily agreed to start waiving 0.10% of its advisory fee for the Fund. The Adviser has indicated that it will continue the voluntary advisory fee waiver of 0.10% for the Fund even if shareholders approve the Sub-Advisory Agreement. The voluntary waiver may be terminated by the Adviser at any time. If the Sub-Advisory Agreement had been in place for the twelve-month period ended June 30, 2018, the Adviser would have paid the Sub-Adviser $152,134 for its services to the Fund. (This amount does not include the effect of the Adviser’s voluntary waiver.)

The Investment Advisory Agreement is dated May 10, 2017 and was last approved by shareholders of the Fund on May 10, 2017, in connection with a change of control of the Adviser. The Investment Advisory Agreement was last approved by the Board in connection with its annual renewal at a meeting held on February 27, 2019.

OPERATION OF THE FUND

The Fund is a diversified series of Asset Management Fund, an open-end management investment company organized as a Delaware statutory trust operating under a Second Amended and Restated Declaration of Trust dated November 27, 2018.

The Trust’s principal executive offices are located at 690 Taylor Road,Three Canal Plaza, Suite 210, Gahanna, Ohio 43230.100, Portland, Maine 04101. The Board of Trustees supervises the business activities of the Fund. Like other mutual funds, the Fund retains various organizations to perform specialized services. In addition to the AdviserS2 and the Distributor, the Fund currently retains Northern Trust, 50 South LaSalle Street, Chicago, Illinois 60603, as the custodian, transfer agent, financial administrator and fund accounting services provider and Foreside Management Services, LLC, 690 Taylor Road,Three Canal Plaza, Suite 210, Gahanna, Ohio 43230,100, Portland, Maine 04101, as administrator.

THE PROXY

The Board is soliciting proxies so that each shareholder has the opportunity to vote on the proposal to be considered at the Meeting. A proxy card for voting your shares at the Meeting is enclosed. The shares represented by each valid proxy received in time will be voted at the Meeting as specified. If no specification is made, the shares represented by a duly executed proxy will be voted FOR the approval of the Sub-AdvisoryS2 Advisory Agreement, and at the discretion of the holders of the proxy on any other matter that may come before the Meeting about which the Trust did not have notice of a reasonable time prior to the mailing of this Proxy Statement. Any person giving a proxy has the power to revoke it at any time prior to its exercise by submitting a superseding proxy or by submitting a written notice of revocation to the Secretary of the Trust, Jennifer Gorham, at 690 Taylor Road,Three Canal Plaza, Suite 210, Gahanna, Ohio 43230.100, Portland, Maine 04101. In addition, a shareholder present at the Meeting may withdraw his or her proxy and vote in person.

VOTING SECURITIES AND VOTING

As of the Record Date, the following shares of beneficial interest of the Fund were issued and outstanding:outstanding. Shareholders of each Class will vote together on the S2 Advisory Agreement.

SHARES AND REQUIRED VOTE

Approval of the Sub-AdvisoryS2 Advisory Agreement requires the affirmative vote of the lesser of (A) 67% or more of the Fund’s outstanding shares present at the Meeting, in person or by proxy, if more than 50% of the Fund’s outstanding shares are present at the Meeting or represented by proxy; or (B) more than 50% of the Fund’s outstanding shares. Each share of the Fund is entitled to one vote, with fractional shares having a fractional vote.

QUORUM AND ADJOURNMENT

In order to hold the Meeting, a “quorum” of shareholders must be present. Holders of one-third (1/3) of the shares of the Fund, present in person or by proxy, shall constitute a quorum for the transaction of any business at the Meeting, except as may otherwise be required by the 1940 Act or other applicable law. Regardless of whether a quorum is present, the Meeting may be adjourned by the affirmative vote of shareholders present, in person or by proxy, provided that the Meeting is not adjourned for more than six months beyond June 7, 2019.May 21, 2024. If adjourned, the Meeting may be held, within a reasonable time after June 7, 2019May 21, 2024 without the necessity of further notice.

For purposes of determining a quorum for transacting business at the Meeting, abstentions and broker “non-votes” (that is, proxies from brokers or nominees indicating that such persons have not received instructions from the beneficial owner or other persons entitled to vote shares on a particular matter with respect to which the brokers or nominees do not have discretionary power) will be treated as shares that are present but which have not been voted. For purposes of the approval of the Sub-AdvisoryS2 Advisory Agreement, abstentions and broker non-votes will have the effect of a vote against the proposal.

SECURITY OWNERSHIP OF CERTAIN OWNERS

As of the Record Date, the following shareholders were record or beneficial owners of 5% or more of the outstanding shares of the Fund:

Shareholders owning more than 25% of the shares of the Fund are considered to “control” the Fund, as that term is defined under the 1940 Act. Persons controlling the Fund may be able to determine the outcome of any proposal submitted to the shareholders of the Fund for approval.

Security Ownership of Management

SECURITY OWNERSHIP OF MANAGEMENT

As of the Record Date, to the best knowledge of the Trust, there were no Trustees or officers of the Trust who were the owners of more than 1% of the outstanding shares of the Fund on the Record Date, either individually or in the aggregate. In addition, no Independent Trustee has ever owned beneficially or of record any security of Austin Atlantic, Asset Management Co., Austin Atlantic Capital Inc., Austin Atlantic Inc. or System Two Advisors L.P.S2, or any person (other than a registered investment company) directly or indirectly controlling, controlled by or under common control with Austin Atlantic, Asset Management Co., Austin Atlantic Capital Inc., Austin Atlantic Inc. or System Two Advisors L.P..S2.

SHAREHOLDER PROPOSALS

The Fund has not received any shareholder proposals to be considered for presentation at the Meeting. Under the proxy rules of the Securities and Exchange Commission, shareholder proposals may, under certain conditions, be included in the Fund’s Proxy Statement and proxy for a particular meeting. Under these rules, proposals submitted for inclusion in the Fund’s proxy materials must be received by the Fund within a reasonable time before the solicitation is made. The fact that the Fund receives a shareholder proposal in a timely manner does not ensure its inclusion in its proxy materials, because there are other requirements in the proxy rules relating to such inclusion. You should be aware that annual meetings of shareholders of the Fund are not required as long as there is no particular requirement under the 1940 Act that must be met by convening such a shareholder meeting. Any shareholder proposal should be sent to Secretary of the Trust, Jennifer Gorham, 690 Taylor Road,Three Canal Plaza, Suite 210, Gahanna, Ohio 43230.100, Portland, Maine 04101. The Board of Trustees of the Trust is not aware of any other matters to come before the meeting.Meeting.

COST OF SOLICITATION

The Board of the Trust is making this proxy solicitation. The cost of preparing and mailing this Proxy Statement, the accompanying Notice of Special Meeting, the proxy card and any additional materials relating to the meeting,Meeting, which is anticipated to total between $41,525$18,932 and $49,246,$19,109, will be borne by the Adviser.S2. In addition to solicitation by mail, solicitations also may be made by e-mail, facsimile transmission (“fax”) or other electronic media, or personal contacts. The Trust will request that broker-dealer firms, custodians, nominees and fiduciaries forward proxy materials to the beneficial owners of the shares of record. The AdviserS2 may reimburse broker-dealer firms, custodians, nominees and fiduciaries for their reasonable expenses incurred in connection with such proxy solicitation. In addition, officers and employees of the Adviser, the AdministratorS2, Austin Atlantic, Foreside Management Services, LLC and their affiliates, without extra compensation, may conduct additional solicitations by telephone, fax, e-mail and personal interviews.

ANNUAL REPORT

Please note that only one annual report or proxy statementsemi-annual report may be delivered to shareholders who share an address, unless the Fund has received instructions to the contrary. To request a separate copy of an annual report or proxy statementsemi-annual or to request a single copy if multiple copies of such documents are received, shareholders should contact the Fund by mail at Asset Management Fund P.O. Box 803046 Chicago, Illinois 60680-5584 or by phone at 1-800-247-9780.

OTHER MATTERS

The Board knows of no other matters to be presented at the Meeting other than as set forth above. If any other matters properly come before the meetingMeeting that the Fund did not have notice of a reasonable time prior to the mailing of this Proxy Statement, the holders of thea proxy will vote the shares represented by the proxy on such other matters in accordance with their best judgment, and discretionary authority to do so is included in the proxy.

If a shareholder wishes to attend the Meeting in person, they may call Jennifer Gorham at 614-416-9054 for directions on how to attend the Meeting and vote in person.

Communications with the BoardCOMMUNICATIONS WITH THE BOARD

Shareholders who wish to communicate with the Board or any individual Trustee should send communications in writing to the attention of: Secretary of the Trust, Jennifer Gorham, Asset Management Fund, 690 Taylor Road,Three Canal Plaza, Suite 210, Gahanna, Ohio 43230.100, Portland, Maine 04101.

DELIVERY OF PROXY STATEMENT

If you and another shareholder share the same address, the Fund may only send one Proxy Statement unless you or the shareholder(s) request otherwise. Call or write to the Fund at the phone number or address above under “Annual Report” ifIf you wish to receive a separate copy of the Proxy Statement and thecall (866) 340-7108 or write to AST Fund will promptly mailSolutions, LLC, 48 Wall Street, 21^st Floor, New York, NY 10005 and a copy will be mailed to you.you promptly. You may also call or write to the Fund if you wish to receive a separate Proxy Statementproxy statement in the future, or if you are receiving multiple copies now, and wish to receive a single copy in the future. For such requests, you may also call (800) 967-0271 or write to AST Fund Solutions, LLC, 48 Wall Street, 21^st Floor, New York, NY 10005.

A copyImportant Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting To Be Held on May 21, 2024:

The Notice of Shareholder Meeting, the Proxy Statement and the Proxy Card are available at www.amffunds.com.https://vote.proxyonline.com/aaamco/docs/proxy2024.pdf.

BY ORDER OF THE BOARD OF TRUSTEES

David BunstineDAVID BUNSTINE

President

Dated April 22, 20198, 2024

PleasePLEASE COMPLETE, date and sign the enclosedDATE AND SIGN THE ENCLOSED PROXY CARD and return it promptly in the enclosed reply envelope.AND RETURN IT PROMPTLY IN THE ENCLOSED REPLY ENVELOPE. YOU MAY ALSO VOTE by telephone or on the internet by following the instructions on the enclosedBY TELEPHONE OR ON THE INTERNET BY FOLLOWING THE INSTRUCTIONS ON THE ENCLOSED PROXY CARD. FOR MORE INFORMATION OR ASSISTANCE WITH VOTING, PLEASE CALL (800) 967-0271.(800) 820-2416.  REPRESENTATIVES ARE AVAILABLE TO ANSWER YOUR CALL FROM 9:00 A.M. TO 10:00 P.M. EASTERN TIME.

APPENDIX A

INVESTMENT ADVISORY AGREEMENT

System Two Advisors L.P.

DISCRETIONARY INVESTMENT SUB-ADVISORY AGREEMENT

This agreement (the “Agreement”) is entered intomade this _____day____ day of __________ , 2019 (the “Effective Date”) by and____, 2024, between System Two Advisors L.P. (“S2” or the “Sub-Adviser”) an investment advisor located at 47 Maple Street, Summit, NJ and Austin Atlantic Asset Management Co. (“AAAMCO” or the “Investment Adviser”Fund (the “Trust”), a Delaware statutory trust having its principal place of business at 1 AlhambraThree Canal Plaza, Suite 100, Coral Gables, FL 33143.Portland, ME 04101 on behalf of the Funds listed on Schedule A, and System Two Advisors L.P. (the “Investment Adviser”), an investment adviser having its principal place of business at 47 Maple Street, Summit, NJ 07901.

WHEREAS S2, the Trust is an SEC-registered investment adviser, providing investment advisory services for a fee;

WHEREAS, AAAMCO is an SEC-registered investment adviser and has entered into an investment advisory agreement with Asset Management Fund (the “Trust”),registered as an open-end, management investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act” or the “1940 Act”), to manage the AMF Large Cap Equity Fund (the “Fund”), a series of the Trust;;

WHEREAS AAAMCO,, the Investment Adviser is registered with the approvalSecurities and Exchange Commission under the Investment Advisers Act of 1940 (the “Advisers Act”), as amended; and

WHEREAS, the Board of TrusteesTrust desires to retain the Investment Adviser to furnish investment advisory and management services to certain investment portfolios of the Trust (the “Trustees”), wishesand may retain the Investment Adviser to useserve in such capacity with respect to certain additional investment portfolios of the Trust, all as now or hereafter may be identified in Schedule A hereto as such Schedule may be amended from time to time (each investment advisory services of S2portfolio is individually referred to herein as a sub adviser“Fund” and collectively as the “Funds”) and the Investment Adviser represents that it is willing and possesses legal authority to provide investment adviceso furnish such services without violation of applicable laws and to assist in the management of the Fund, including the buying and selling of securities to be held in the Fund.regulations.

NOW, THEREFORE, in consideration of thesethe premises and of the representations, warranties,mutual covenants and agreements set forth below, and for other good and valuable consideration, the receipt of whichherein contained, it is hereby mutually acknowledged,agreed between the parties hereto agree as follows:follows with respect to the Funds:

The Trust will furnish S2the Investment Adviser from time to time with copies properly certified or otherwise authenticated, of all amendments of or supplements to the foregoing, if any. Such amendments or supplements as to Items (a) through (g) above shall be provided within 30 days of the times such materials became available to AAAMCO and, until so provided, S2 may continue to rely on those documents previously provided. With respect to Item (f) through (h) above, S2 shall have a reasonable amount of time, giving due consideration to the nature of the information so provided, to process such information before it becomes effective as to S2.foregoing.

S2 is authorized, acting in its sole discretion on Fund’s behalf, to buy and sell securities, to exercise all rights and make all elections pertaining to all assets in the Fund, and to take any other action which is reasonable and proper in the management of the Fund and the execution of the investment guidelines and restrictions as provided in the Fund’s Prospectus, all without prior consultation with or approval by AAAMCO.

In providing services to the Fund, S2 will use the same skill and care in providing such services as it uses in providing services to its other accounts for which it has investment responsibilities. S2 will conform with the 1940 Act and all applicable rules and regulations of the Securities and Exchange Commission (the “Commission”) under the 1940 Act and, in addition, will conduct its activities under this Agreement in accordance with any applicable laws or regulations of any governmental authority pertaining to the investment advisory activities of S2.

S2 will conform with the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), relating to regulated investment companies and all rules and regulations thereunder and will use best efforts to manage the Fund so that it will qualify as a regulated investment company under Subchapter M of the Code and regulations issued under the Code.

S2 will provide the Fund’s custodian on each business day with information relating to all transactions concerning the assets belonging to the Fund, except redemptions of and any subscriptions for shares of the Fund. S2 shall not maintain physical custody of any of the Fund’s assets. S2 will cooperate with and provide reasonable assistance to the officers of the Trust, AAAMCO, the Fund’s administrator, the Fund’s custodian and foreign custodians, the Fund’s transfer agent and pricing agents and all other agents and representatives of the Fund, provide prompt responses to reasonable requests made by such persons and maintain any appropriate interfaces with each so as to promote the efficient exchange of information.

S2 will be responsible for voting in respect of securities held in the Fund’s portfolio and will exercise a right to vote in accordance with S2’s proxy voting policy, a copy of which has been provided to AAAMCO and the Trustees, provided that the relevant proxy materials have been forwarded to S2 in a timely manner by the Fund’s custodian. S2 is authorized and directed to instruct the Fund’s custodian to forward promptly to S2 copies of all proxies and shareholder communications relating to any securities held by the Fund. S2 shall promptly notify AAAMCO of any material change in the voting policy.

S2 will provide such sub-certifications as officers of the Trust may reasonably request in connection with the filings of Form N-CSR or Form N-Q (or any similar form) by the Trust.

S2 will be subject to, and shall perform services hereunder in accordance with the following: (i) the applicable sections of the Trust’s Compliance Manual and other policies and procedures adopted from time to time by the Trustees and (ii) the written instructions of AAAMCO which are agreed to in writing by S2, both as provided by AAAMCO, and S2 shall only be subject to those amendments, modifications or supplements to such documents which are provided to it by AAAMCO.

In furnishing services hereunder, S2 will not consult with any other adviser (except AAAMCO) to (i) the Fund, (ii) any other series of the Trust or (iii) any other investment company under common control with the Fund concerning transactions of the Fund in securities or other assets. This shall not be deemed to prohibit S2 from consulting with any of its affiliated persons concerning transactions in securities or other assets. This shall also not be deemed to prohibit S2 from consulting with any of the other covered advisers concerning compliance with paragraphs (a) and (b) of Rule 12d3-1 under the Investment Company Act.

Subject to the provisions of Section 28(e) of the Securities Exchange Act of 1934, as amended, S2 may effect securities transactions which cause the Fund to pay an amount of commission in excess of the amount of commission another broker or dealer would have charged, provided that S2 determined in good faith that such amount of commission is reasonable in relation to the value of brokerage and research services provided by the broker or dealer utilized by S2. However, a broker’s or dealer’s sale or promotion of Fund shares shall not be a factor considered by S2 or its personnel responsible for selecting brokers or dealers to effect securities transactions on behalf of the Fund, nor shall S2 enter into any agreement or understanding under which it will direct brokerage transactions or revenue generated by those transactions to brokers or dealers to pay for distribution of Fund shares. In no instance will portfolio securities be purchased from or sold to the Trust’s principal underwriter(s), AAAMCO, S2, or any affiliated person of the Trust, the Trust’s principal underwriter(s), AAAMCO or S2, except to the extent permitted by the 1940 Act and the Commission.

In addition, S2the Investment Adviser may, to the extent permitted by applicable law, aggregate purchase and sale orders of portfolio securities with similar orders being made simultaneously for other accounts managed by S2the Investment Adviser or its affiliates, if in S2’sthe Investment Adviser’s reasonable judgment such aggregation shall result in an overall economic benefit to thea Fund, taking into consideration the selling or purchase price, brokerage commissions and other expenses. In the event that a purchase or sale of an asset of thea Fund occurs as part of any aggregate sale or purchase orders, the objective of S2the Investment Adviser and any of its affiliates involved in such transaction shall be to allocate the securities or other assets so purchased or sold, as well as expenses incurred in the transaction, among the Fund and other accounts in an equitable manner. Nevertheless, it is acknowledgedeach Fund acknowledges that under some circumstances, such allocation may adversely affect the Fund with respect to the price or size of the portfolio securities obtainable or salable. Whenever thea Fund and one or more other investment advisory clients of S2the Investment Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by S2the Investment Adviser to be equitable to each, although such allocation may result in a delay in one or more client accounts being fully invested that would not occur if such an allocation were not made. Moreover, it is possible that due to differing investment objectives or for other reasons, S2the Investment Adviser and its affiliates may purchase securities or other instruments of an issuer for one client and at approximately the same time recommend selling or sell the same or similar types of securities or instruments for another client.

The Investment Adviser may, subject to the approval of the Trust’s Board of Trustees and Fund shareholders (as necessary after taking into account any exemptive order, no-action assurances or other relief, rule or regulation upon which the respective Fund may rely), appoint a sub-adviser to provide the services contemplated hereunder; provided, however, that the Investment Adviser shall not be relieved of any of its obligations under this Agreement by the appointment of such sub-adviser and provided further, that the Investment Adviser shall be responsible, to the extent provided in Section 8 hereof for all acts of such sub-adviser as if such acts were its own.

S2

The Investment Adviser shall, for all purposes herein provided, be deemed to be an independent contractor and, unless otherwise expressly provided or authorized, shall neither have the authority to act for nor represent the Trust or AAAMCO in any way, nor otherwise be deemed an agent of the Trust or AAAMCO.Trust.

Representations of the Sub-Adviser. The Sub-Adviser represents, warrants and agrees as follows:

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, including all non-public records and other information relative to the Trust and the Fund such as the Fund’s portfolio holdings, and prior, present, or potential shareholders.party.

Nonpublic personal information relating to shareholders of the Trust (“NPPI”) provided by, or at the direction of, the Trust orto the Investment Adviser, to the Sub-Adviser, or collected or retained by the Sub-AdviserInvestment Adviser in the course of performing its duties and responsibilities under this Agreement shall remain the sole property of the Trust. The Sub-AdviserInvestment Adviser shall not use, give, sell or in any way transfer such Confidential Information to any person or entity, other than affiliates of the Investment Adviser, except in connection with the performance of the Sub-Adviser’sInvestment Adviser’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). The Sub-AdviserInvestment Adviser 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 shareholders of the Trust. The Sub-AdviserInvestment Adviser represents to the Trust that it has adopted a statement of its privacy policies and practices as required by Regulation S-P and agrees to provide the Trust with a copy of that statement annually.

The provisions of this Section shall survive the termination of this AgreementAgreement.

AAAMCO Contact Persons

Sean Kelleher

President

Austin Atlantic Asset Management Co.

skelleher@austinatlantic.com

305-377-0985

Kevin Rowe

Chief Compliance Officer

Austin Atlantic Asset Management Co.

krowe@austinatlantic.com

305-507-1536

S2 Contact Persons

Anupam Ghose

Chief Executive Officer

Anupam.ghose@s2adv.com

908-608-8801

_________________

_________________

ACCEPTED AND AGREED TO:IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their officers designated below as of the day and year first above written.

EXHIBIT A

Documents Delivered

EXHIBIT B

DATED: _______,2024

For example, if the net assets of the Fund average $90 million for the month, the fee paid to S2 is equal to:SCHEDULE A

TO THE

INVESTMENT ADVISORY AGREEMENT

BETWEEN ASSET MANAGEMENT FUND

AND

SYSTEM TWO ADVISORS L.P.

([40 x 51%] + [50 x 60%]) x 0.55% x (# of days in month/365) = $23,100, assuming the day count calculation in the equation equals 1/12^th of a year

Name of Fund	Compensation*	Effective Date
Large Cap Equity Fund	Annual rate of 0.65% of the average daily net assets of the Fund for the first $250 million and 0.55% of the average daily net assets of the Fund for assets over $250 million.	, 2024

Note: Based on an investment advisory fee of 55 bps per annum