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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement
[ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY
RULE 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-12

Asset Management Fund
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1) Title of each class of securities to which transaction applies:

- --------------------------------------------------------------------------------

2) Aggregate number of securities to which transaction applies:

- --------------------------------------------------------------------------------

3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

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4) Proposed maximum aggregate value of transaction:

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5) Total fee paid:

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[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:

- --------------------------------------------------------------------------------

2) Form, Schedule or Registration Statement No.:

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3) Filing Party:

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4) Date Filed:

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PERSONS WHO POTENTIALLY ARE TO RESPOND TO THE COLLECTION OF INFORMATION
CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A
CURRENTLY VALID OMB CONTROL NUMBER.

SEC 1913 (02-02)

ASSET MANAGEMENT FUND
MONEY MARKET FUND
ADJUSTABLE RATE MORTGAGE (ARM) FUND
ULTRA SHORT FUND
SHORT U.S. GOVERNMENT FUND
INTERMEDIATE MORTGAGE FUND
U.S. GOVERNMENT MORTGAGE FUND

---------------------

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 25, 2005

---------------------

March 2, 2005

To the Shareholders:

You are invited to attend a special meeting of the shareholders of Asset
Management Fund (the "Trust") to be held at the offices of the Trust's
administrator, BISYS Fund Services Ohio, Inc., 3435 Stelzer Road, Columbus, Ohio
43219, at 3:00 p.m. (Eastern time), on April 25, 2005, for the following
purposes:

1. To elect eight Trustees to the Board of Trustees; and

2. To transact such other business, if any, as may properly come
before the meeting or any adjournment thereof.

Shareholders of record at the close of business on February 1, 2005 are
entitled to notice of and to vote at the meeting or any adjournment thereof.

By Order of the Trustees

Daniel K. Ellenwood
Secretary

IN ORDER TO AVOID DELAY AND ADDITIONAL EXPENSE AND TO ASSURE THAT YOUR SHARES
ARE REPRESENTED, PLEASE VOTE AS PROMPTLY AS POSSIBLE, REGARDLESS OF WHETHER YOU
PLAN TO ATTEND THE MEETING. YOU MAY VOTE BY MAIL, TELEPHONE OR OVER THE
INTERNET. TO VOTE BY MAIL, PLEASE MARK, SIGN, DATE AND MAIL THE ENCLOSED PROXY
CARD. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. TO VOTE BY
TELEPHONE, PLEASE CALL THE TOLL-FREE NUMBER LOCATED ON YOUR PROXY CARD AND
FOLLOW THE RECORDED INSTRUCTIONS, USING YOUR PROXY CARD AS A GUIDE. TO VOTE OVER
THE INTERNET, GO TO THE INTERNET ADDRESS PROVIDED ON YOUR PROXY CARD AND FOLLOW
THE INSTRUCTIONS, USING YOUR PROXY CARD AS A GUIDE.

YOU CAN HELP THE TRUST AVOID THE NECESSITY AND EXPENSE OF SENDING FOLLOW-UP
LETTERS TO ENSURE A QUORUM BY VOTING AS PROMPTLY AS POSSIBLE.

ASSET MANAGEMENT FUND
MONEY MARKET FUND
ADJUSTABLE RATE MORTGAGE (ARM) FUND
ULTRA SHORT FUND
SHORT U.S. GOVERNMENT FUND
INTERMEDIATE MORTGAGE FUND
U.S. GOVERNMENT MORTGAGE FUND

230 WEST MONROE STREET, SUITE 2810
CHICAGO, ILLINOIS 60606

ABOUT THE PROXY SOLICITATION AND SPECIAL MEETING

The enclosed proxy is solicited on behalf of the Board of Trustees (the
"Board") of Asset Management Fund (the "Trust"). The proxies will be voted at a
special meeting of the shareholders of the Trust to be held on April 25, 2005 at
the offices of the Trust's administrator, BISYS Fund Services Ohio, Inc., 3435
Stelzer Road, Columbus, Ohio 43219, at 3:00 p.m. (Eastern time) (the special
meeting and any adjournment or postponement thereof are referred to as the
"Special Meeting"). This proxy statement and the enclosed proxy are expected to
be first mailed on or about March 2, 2005 to shareholders of record at the close
of business on February 1, 2005 (the "Record Date").

At the Special Meeting, shareholders will be asked to elect eight Trustees.
If you do not expect to be present at the Special Meeting, please complete, sign
and mail the enclosed proxy in the postage-paid envelope provided, allowing
sufficient time for the proxy to be received on or before the date of the
Special Meeting, or record your vote via telephone or the Internet prior to the
Special Meeting. If you properly execute and return the enclosed proxy or submit
your vote by telephone or the Internet prior to the Special Meeting, shares
represented by your proxy will be voted at the Special Meeting in accordance
with your instructions. Shareholders who communicate proxies by telephone or the
Internet have the same power and authority to issue, revoke, or otherwise change
their voting instruction as currently exists for instructions communicated by
mail described below under "Additional Information -- Revocation of Proxies."

The Trust consists of six portfolios, the Money Market Fund, the Adjustable
Rate Mortgage (ARM) Fund (the "ARM Fund"), the Ultra Short Fund, the Short U.S.
Government Fund ("Short U.S. Fund"), the Intermediate Mortgage Fund and the U.S.
Government Mortgage Fund (each, a "Fund" and collectively, the "Funds"). Each
Fund has its own investment objectives and policies and operates independently
for purposes of investments, dividends, purchases and redemptions. Except for
the Money Market Fund, each Fund has one class of shares. The Money Market Fund
has two classes of shares, Class I and Class D. On the Record Date, the
outstanding shares of the Funds were as follows:

<Table>
<Caption>
FUND OUTSTANDING SHARES
- ---- ------------------

Money Market Fund
Class I................................................... 33,425,382.45
Class D................................................... 20,720,596.23
ARM Fund.................................................... 329,418,871.49
Ultra Short Fund............................................ 26,988,538.57
Short U.S. Fund............................................. 14,014,372.01
Intermediate Mortgage Fund.................................. 30,885,283.13
U.S. Government Mortgage Fund............................... 16,181,558.01
</Table>

Shareholders of record at the close of business on the Record Date are
entitled to one vote per share and for each fractional share a proportionate
fractional vote for each of the eight Trustees to be elected at the Special
Meeting. The election of a Trustee at the Special Meeting requires a plurality
of the shares entitled to vote at the Special Meeting.

ELECTION OF TRUSTEES

GENERAL

At the Special Meeting, eight Trustees are expected to be elected to the
Board to serve until their respective successors have been elected and qualified
or until their earlier resignation or removal. Because the Trust is not required
to hold annual meetings of shareholders, Trustees elected at the Special Meeting
will hold office for an indefinite period of time.

It is the intention of the persons named in the enclosed proxy to vote the
shares represented thereby FOR the election of the nominees listed below, unless
instructed to the contrary. Each of the nominees has agreed to serve as a
Trustee if elected. However, should any nominee become unable or unwilling to
accept nomination for election, the proxies will be voted for such persons, if
any, as the Nominating Committee of the Board may recommend.

All of the nominees, except Ms. Ramirez and Messrs. McKenna, Owen and Shay,
Jr., were last elected at the special meeting of shareholders on October 31,
1997. Messrs. McKenna and Shay, Jr. were elected by the Board on October 17,
2002. Ms. Ramirez and Mr. Owen were nominated for election by shareholders by
the Board's Nominating Committee on October 21, 2004 and January 31, 2005,
respectively. Ms. Ramirez and Mr. Owen were recommended to the Nominating
Committee by management. Current Trustee Arthur G. DeRusso is expected to retire
from the Board, effective April 24, 2005, and is therefore not standing for
re-election.

THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ELECTION OF
EACH OF THE NOMINEES NAMED BELOW.

NOMINEES

The nominees for election to the Board, together with information as to
their principal business occupations during the past five years, are shown
below. Each nominee who is an "interested person" of the Trust, as defined in
the Investment Company Act of 1940, as amended (the "1940 Act"), is indicated by
two asterisks. The fund complex consists of the six Funds in the Trust and the
AMF Large Cap Equity Institutional Fund, Inc.

<Table>
<Caption>
POSITION(S) HELD PRINCIPAL OCCUPATION(S) DURING NO. OF
WITH TRUST, LENGTH PAST FIVE YEARS, PRIOR RELEVANT PORTFOLIOS IN
NAME, BIRTHDATE AND OF TIME SERVED AND EXPERIENCE AND OTHER FUND COMPLEX
ADDRESS TERM OF OFFICE DIRECTORSHIPS OVERSEEN
- ------------------- ------------------ ------------------------------- -------------

INDEPENDENT TRUSTEES
Richard M. Amis Trustee since 1997. President, First Federal Commu- 6
(11/1/50) Indefinite Term of nity Bank since 1984; Director,
630 Clarksville Street Office First Financial Trust Company
Paris, TX 75460 since 1993; and Chairman, Texas
Savings and Community Bankers
Association from 1997 to 1998.
</Table>

David F. Holland Trustee since 1993 and Chairman of the Board, Chief 6
(11/3/41) from 1988 to 1989. Executive Officer and
17 Ledgewood Circle Indefinite Term of President, BostonFed Bancorp
Topsfield, MA 01983 Office 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;
Chairman of the Board, Broadway
National Bank from 1997 to
2003; Director, Federal Home
Loan Bank of Boston from 1989
to 1994 and from 1998 to 2003;
Chairman, America's Community
Banking Partners, Inc. from
1995 to 1997; Director, ACB
Investment Services, Inc. from
1995 to 1997; Director, M.S.B.
Fund, Inc. from 1997 to 2003;
Director, NYCE Corporation from
1995 to 2001; Director from
1990 to 1995 and Chairman from
1993 to 1994, America's
Community Bankers; Member from
1995 to 1997 and President in
1997, Thrift Institution
Advisory Council; and Director,
New England College of Finance
since 1999.
Gerald J. Levy Vice Chairman of the Chairman since 1984 and 6
(3/31/32) Board since 1997 and Director since 1963, Guaranty
4000 W. Brown Deer Road Trustee since 1982. Bank (from 1959 to 1984, he
Milwaukee, WI 53209 Indefinite Term of held a series of officer's
Office positions, including Presi-
dent); Chairman, United States
League of Savings Institutions
in 1986; Director, FISERV, Inc.
since 1986; Director, Republic
Mortgage Insurance Company
since 1995; Director, Guaranty
Financial since 1992; Director,
Federal Asset Disposition
Association from 1986 to 1989;
Director and Vice Chairman,
Federal Home Loan Bank of Chi-
cago since 2005 and from 1978
to 1982; and member of Advisory
Committee, Federal Home Loan
Mortgage Corporation and
Federal National Mortgage
Corporation from 1986 to 1987.
</Table>

William A. McKenna, Jr. Trustee since 2002. Chairman Emeritus and Trustee 7
(12/26/36) Indefinite Term of since 2004, Chairman of the
71-02 Forest Avenue Office Board and Chief Executive
Ridgewood, NY 11385 Officer from 1992 to 2004 and
President from 1985 to 2001,
Ridgewood Savings Bank;
Director, RSGroup Trust Company
since 2004; Director, Re-
tirement 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; Trustee, St.
Joseph's College since 1987;
Director, St. Vincent's
Services since 1986; Director,
Boys Hope Girls Hope since
1979; Director, Calvary Hos-
pital 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. since
1989; and Director, M.S.B.
Fund, Inc. from 1988 to 2003.
Christopher M. Owen N/A* President and Chief Executive N/A
(4/22/47) Officer since 1995 and Chief
5615 Chesbro Avenue Financial Officer and Senior
San Jose, CA 95123 Vice President of Operations
from 1991 to 1995, Meriwest
Credit Union; Director, Mer-
iwest Mortgage, LLC since 1993;
and Vice President,
Manager-Financial Markets
Group, Westpac Banking
Corporation from 1983 to 1991.
Maria F. Ramirez N/A* President and Chief Executive N/A
(1/1/48) Officer, Maria Fiorini Ramirez,
One Liberty Plaza, Inc. (global economic and
46th Floor financial consulting firm)
New York, NY 10006 since 1992; Director,
Independence Community Bank
since 2000; Director, State-
wide Savings Bank, SLA from
1989 to 2000; Director,
Schroder Hedge Funds Bermuda
since January 2004; Trustee,
Pace University since 2000 and
Member, Pace's Lubin School of
Business Advisory Board since
1997; Trustee, Notre Dame High
School since 2001; and Trustee,
Big Brother and Big Sister N.J.
since 2003.
</Table>

- ---------------

* Mr. Owen and Ms. Ramirez are nominees for election to the Board and currently
hold no position with the Trust.
4

<Table>
<Caption>
POSITION(S) HELD NO. OF
WITH TRUST, LENGTH PRINCIPAL OCCUPATION(S) DURING PAST PORTFOLIOS IN
NAME, BIRTHDATE AND OF TIME SERVED AND FIVE YEARS, PRIOR RELEVANT EXPERIENCE FUND COMPLEX
ADDRESS TERM OF OFFICE AND OTHER DIRECTORSHIPS OVERSEEN
- ------------------- ------------------ ------------------------------------- -------------

INTERESTED TRUSTEES
Rodger D. Shay**+ Chairman of the Board Chairman and Director, Shay 6
(9/26/36) since 1997, Trustee Investment Services, Inc., Shay
1000 Brickell Avenue since 1993 and Trustee Financial Services, Inc. and Shay
Miami, FL 33131 from 1985 to 1990. Assets Management, Inc. since 1997;
Indefinite Term of President, Chief Executive Officer
Office and Member of the Managing Board,
Shay Assets Management Co. from 1990
to 1997; Director, Horizon Bank, FSB
since 1999 and Chairman from 1999 to
2002; President, U.S. League
Securities, Inc. from 1986 to 1992
and Director from 1986 to 1991; Vice
President, AMF Large Cap Equity
Institutional Fund, Inc. since 1995;
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.).
Rodger D. Shay, Jr.**+ Trustee since 2002. President and Chief Executive 6
(9/16/59) Indefinite Term of Officer, Shay Financial Services,
1000 Brickell Avenue Office Inc. since 1997; Senior Vice
Miami, FL 33131 President, Shay Assets Management,
Inc. since 1997; Director, Family
Financial Holdings, LLC since 2000;
Director, First Financial Bank and
Trust since 2003; and Director, First
Federal Savings and Loan of Memphis
from 1989 to 1991.
</Table>

- ---------------

** This Trustee is an "interested person" of the Trust under the 1940 Act
because he holds certain positions with the Trust's investment adviser, Shay
Assets Management, Inc., and/or distributor, Shay Financial Services, Inc.,
and because of his financial interest in Shay Investment Services, Inc., the
parent company of the Trust's investment adviser and distributor.

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

SHARE OWNERSHIP

The following table lists the dollar range of equity securities
beneficially owned by each Trustee and nominee in each Fund as of December 31,
2004:

<Table>
<Caption>
DOLLAR RANGE OF EQUITY SECURITIES IN THE FUNDS
- ----------------------------------------------------------------------------------------------------------------------
AGGREGATE DOLLAR
RANGE OF EQUITY
SECURITIES IN ALL
REGISTERED INVESTMENT
U.S. COMPANIES OVERSEEN
MONEY ULTRA SHORT INTERMEDIATE GOVERNMENT BY NOMINEE IN FAMILY
MARKET ARM SHORT U.S. MORTGAGE MORTGAGE OF INVESTMENT
TRUSTEE/NOMINEE FUND FUND FUND FUND FUND FUND COMPANIES
- --------------- -------- -------- -------- -------- ------------ ---------- ---------------------

INDEPENDENT TRUSTEES
over over over
Richard M. Amis........ $100,000 $100,000 $0 $100,000 $0 $0 over $100,000
10,001-
Arthur G. DeRusso...... 0 50,000 0 0 0 0 10,001- 50,000
over over over over
David F. Holland....... 0 100,000 100,000 100,000 100,000 0 over 100,000
10,001-
Gerald J. Levy......... 0 0 50,000 0 0 0 10,001- 50,000
10,001-
William A. McKenna..... 0 50,000 0 0 0 0 10,001- 50,000
over
Christopher M. Owen.... 0 100,000 0 0 0 0 over $100,000

Maria F. Ramirez....... 0 0 0 0 0 0 0

INTERESTED TRUSTEES
over
Rodger D. Shay......... 0 0 0 100,000 0 0 over 100,000
1- over
Rodger D. Shay, Jr..... 10,000 100,000 0 0 0 0 over 100,000
</Table>

The following table sets forth the number of shares beneficially owned by
each Trustee, nominee and executive officer and the Trustees, nominees and
executive officer as a group in each Fund as of December 31, 2004.

<Table>
<Caption>
NUMBER OF SHARES IN THE FUNDS
- ----------------------------------------------------------------------------------------------------------------
U.S.
MONEY ULTRA INTERMEDIATE GOVERNMENT
TRUSTEE/NOMINEE/ MARKET SHORT SHORT U.S. MORTGAGE MORTGAGE
EXECUTIVE OFFICER FUND ARM FUND FUND FUND FUND FUND
- ----------------- ----------- ------------- ------------ ----------- ------------ ----------

INDEPENDENT TRUSTEES
Richard M. Amis....... 107,647.48(1) 1,407,491.62(1) 0 246,196.51(1) 0 0
Arthur G. DeRusso..... 0 2,547.67 0 0 0 0
David F. Holland...... 0 1,784,747.55(2) 1,754,791.06(2) 122,420.02(2) 371,956.96(2) 0
Gerald J. Levy........ 0 0 2,553.23 0 0 0
William A. McKenna.... 0 2,561.63 0 0 0 0
Christopher M. Owen... 0 1,835,740.84(3) 0 0 0 0
Maria F. Ramirez...... 0 0 0 0 0 0

INTERESTED TRUSTEES
Rodger D. Shay........ 0 0 0 10,126.76 0 0
Rodger D. Shay,
Jr. ................ 1,598.00 20,325.20 0 0 0 0

EXECUTIVE OFFICER
Edward E. Sammons..... 0 0 0 9,514.73 0 0
TRUSTEES, NOMINEES AND
EXECUTIVE OFFICER AS
A GROUP............. 109,245.48 5,053,414.52 1,757,344.29 388,258.02 371,956.96 0
</Table>

- ---------------
(1) Mr. Amis had through an institution he serves as an officer shared voting
and investment power over 107,647.48 Class I shares of the Money Market
Fund, 1,404,946.22 shares of the ARM Fund and 246,196.51 shares of the Short
U.S. Fund and disclaims beneficial ownership of those shares.

(2) As of December 31, 2004, Mr. Holland had through institutions he served as
an officer shared voting and investment power over 1,782,187.16 shares of
the ARM Fund, 1,754,791.06 shares of the Ultra Short Fund, 122,420.02 shares
of the Short U.S. Fund and 371,956.96 shares of the Intermediate Mortgage
Fund. However, Mr. Holland has since retired as officer from those
institutions and no longer has shared voting and investment power and
disclaims beneficial ownership of those shares.

(3) Mr. Owen had through an institution he serves as an officer shared voting
and investment power over 1,835,740.84 shares of the ARM Fund and disclaims
beneficial ownership of those shares.

As of December 31, 2004, the Trustees, nominees and executive officer 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, 2004,
institutions owned by Shay Investment Services, Inc., a closely held corporation
controlled by Messrs. Shay and Shay, Jr., held 510,576.27 Class I shares of the
Money Market Fund, 581,362.02 shares of the ARM Fund, 76,721.43 shares of the
Ultra Short Fund and 14,319.07 shares of the Short U.S. Fund. Messrs. Shay and
Shay, Jr. do not have voting and/or investment power over those shares.

No Independent Trustee nominee 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.

COMPENSATION

The following table sets forth the compensation earned by each Trustee and
nominee from the Trust and the fund complex for the fiscal year ended October
31, 2004:

<Table>
<Caption>
AGGREGATE PENSION OR TOTAL
COMPENSATION RETIREMENT BENEFITS ESTIMATED ANNUAL COMPENSATION FROM
FROM THE ACCRUED AS PART OF BENEFITS UPON TRUST AND FUND
TRUSTEE/NOMINEE TRUST(1) TRUST EXPENSES RETIREMENT COMPLEX
- --------------- ------------ ------------------- ---------------- -----------------

INDEPENDENT TRUSTEES
Richard M. Amis......... $20,500 $ 0 $ 0 $20,500
Arthur G. DeRusso....... 17,500 0 0 17,500
David F. Holland........ 20,500 0 0 20,500
Gerald J. Levy.......... 20,500 0 0 20,500
William A. McKenna,
Jr. .................. 20,500 0 0 20,500
Christopher M. Owen..... N/A N/A N/A N/A
Maria F. Ramirez........ N/A N/A N/A N/A

INTERESTED TRUSTEES
Rodger D. Shay.......... 0 0 0 0
Rodger D. Shay, Jr. .... 0 0 0 0
</Table>

- ---------------

(1) Does not include compensation for two telephonic special meetings held
during the fiscal year ended October 31, 2004. Compensation for the two
telephonic meetings is expected to be paid in 2005.

The Independent Trustees receive an annual retainer of $10,000. The board
and committee meeting attendance fee is $1,500 for each in-person meeting and
$500 for each telephonic meeting. During the Trust's last fiscal year, the Board
held four regular in-person meetings and two telephonic special meetings. Each
Trustee attended 75% or more of the Board meetings and committee meetings (if a
member thereof) held during the Trust's last fiscal year.

COMMITTEES

The Board has two standing committees: the Audit Committee and the
Nominating Committee. The Audit Committee met three times during the Trust's
last fiscal year. The Nominating Committee met once during the Trust's last
fiscal year.

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
accountant. The Audit Committee is composed entirely of Trustees who are not
"interested persons" of the Trust as defined in the 1940 Act. The members of the
Audit Committee are Messrs. Holland, Amis, Levy and McKenna. Mr. Holland is the
Chair of the Audit Committee.

The Nominating 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 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 W. Monroe Street, Suite 2810,
Chicago, Illinois 60606. The Nominating 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 nominees.
The principal criterion for selection of candidates is the ability to carry out
the responsibilities of the Board. The Nominating Committee operates under a
written charter adopted and approved by the Board, a copy of which is attached
as Appendix A. The Nominating Committee is composed entirely of Trustees who are
not "interested persons"

of the Trust as defined in the 1940 Act. The members of the Nominating Committee
are Messrs. Amis, DeRusso, Holland, Levy and McKenna. Mr. Amis is the Chair of
the Nominating Committee.

ADDITIONAL INFORMATION

QUORUM AND ADJOURNMENT

In order to hold the Special Meeting, a "quorum" of shareholders must be
present. Holders of one-third (1/3) of the shares of the Trust, present in
person or by proxy, shall constitute a quorum for the transaction of any
business at the Special Meeting, except as may otherwise be required by the 1940
Act or other applicable law. Regardless of whether a quorum is present, the
Special Meeting may be adjourned by the affirmative vote of shareholders
present, in person or by proxy, provided that the Special Meeting is not
adjourned for more than six months beyond April 25, 2005. If adjourned, the
Special Meeting may be held, within a reasonable time after April 25, 2005
without the necessity of further notice.

For purposes of determining a quorum for transacting business at the
Special 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 election of Trustees, abstentions and broker
non-votes will not be counted in favor of or against and will have no effect on
the election of Trustees.

REVOCATION OF PROXIES

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 at 230 W. Monroe Street, Chicago,
Illinois 60606. In addition, a shareholder present at the Special Meeting may
withdraw his or her proxy and vote in person. All properly executed and
unrevoked proxies received prior to the Special Meeting will be voted in
accordance with the instructions contained in the proxies. If no instruction is
given on the proxy, the persons named as proxies will vote the shares
represented thereby FOR the nominees named in this Proxy Statement.

INVESTMENT ADVISER AND DISTRIBUTOR

The investment adviser of the Trust since December 8, 1997 is Shay Assets
Management, Inc. (the "Adviser"), a Florida corporation and investment adviser
registered under the Investment Advisers Act of 1940. The Adviser's principal
office is located at 230 West Monroe Street, Suite 2810, Chicago, Illinois
60606. The Trust's principal distributor is Shay Financial Services, Inc. (the
"Distributor"), a Florida corporation and a registered broker-dealer, with an
office at 230 W. Monroe Street, Suite 2810, Chicago, Illinois 60606. The Adviser
and Distributor are wholly-owned subsidiaries of Shay Investment Services, Inc.,
a closely held corporation controlled by Messrs. Shay and Shay, Jr. Messrs. Shay
and Shay, Jr. are Trustees and nominees for re-election to the Board at the
Special Meeting.

ADMINISTRATOR

The Trust's administrator is BISYS Fund Services Ohio, Inc., located at
3435 Stelzer Road, Columbus, Ohio 43219.

OFFICERS OF THE TRUST

The following table sets forth information with respect to each officer of
the Trust. Officers receive no compensation from the Trust. The officers of the
Trust are elected by the Board on an annual basis.

Edward E. Sammons, Jr. President since 1998. President, Shay Assets Manage- 7
(12/29/39) Term of Office Expires ment, Inc. since 1997;
230 West Monroe Street 2005 Executive Vice President and
Suite 2810 member of the Managing Board,
Chicago, IL 60606 Shay Assets Management Co. from
1990 to 1997; Executive Vice
President and member of the
Managing Board, Shay Financial
Services, Co. from 1990 to
1997; Vice President and
Secretary, AMF Large Cap Equity
Institutional Fund, Inc. since
1995; and Vice President and
Secretary, M.S.B. Fund, Inc.
from 1995 to 2003.
Robert T. Podraza Vice President and Vice President, Shay Investment 6
(10/21/44) Assistant Treasurer Services, Inc. since 1990; Vice
1000 Brickell Avenue since 1998. Term of President and Chief Compliance
Miami, FL 33131 Office Expires 2005 Officer, Shay Financial
Services, Inc. since 1997; 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.
Trent M. Statczar Treasurer since 2002. Financial Services Vice 7
(8/31/71) Term of Office Expires President since 2003, Financial
3435 Stelzer Road 2005 Services Director from 2000 to
Columbus, OH 43219 2003, Financial Services
Manager from 1998 to 2000 and
Financial Services Associate
Manager from 1997 to 1998,
BISYS Investment Services;
Treasurer, AMF Large Cap Equity
Institutional Fund, Inc. since
2002.
Daniel K. Ellenwood Secretary since 1998. Chief Compliance Officer since 6
(5/8/69) Term of Office Expires 2004, Operations/Compliance Of-
230 West Monroe Street 2005 ficer from 2003 to 2004,
Suite 2810 Operations Manager from 1997 to
Chicago, IL 60606 2003, Shay Assets Management,
Inc.; Compliance Analyst, Shay
Financial Services, Inc. since
1996.
</Table>

Frederick J. Schmidt Chief Compliance Of- Senior Vice President and Chief 7
(7/10/59) ficer since 2004. Term Compliance Officer, CCO
90 Park Avenue of Office Expires 2005 Services of BISYS Fund Services
10th Floor since 2004; Chief Compliance
New York, NY 10016 Officer of four other
investment companies or fund
complexes that CCO Services of
BISYS Fund Services provides
compliance services since 2004;
President, FJS Associates
(regulatory consulting firm)
from 2002 to 2004; Vice
President, Credit Agricole
Asset Management, U.S. from
1987 to 2002.
Christine A. Cwik Assistant Secretary Executive Secretary, Shay 6
(8/11/49) since 1999. Term of Assets Management, Inc. since
230 West Monroe Street Office Expires 2005 1999; and Executive Secretary,
Suite 2810 Shay Investment Services, Inc.
Chicago, IL 60606 from 1997 to 1999.
Alaina V. Metz Assistant Secretary Vice President since 2002 and 7
(4/7/67) since 1999 and Assis- Chief Administrative Officer
3435 Stelzer Road tant Treasurer since from 1995 to 2002, BISYS Fund
Columbus, OH 43219 2002. Term of Office Services; Assistant Secretary
Expires 2005 and Assistant Treasurer, AMF
Large Cap Equity Institutional
Fund, Inc. since 1999 and 2002,
respectively.
</Table>

PROPOSALS OF SHAREHOLDERS

The Trust does not hold annual meetings of shareholders. Any shareholder
who wishes to submit a proposal for consideration at a meeting of shareholders
should send such proposal to the Trust at 230 West Monroe Street, Suite 2810,
Chicago, Illinois 60606. To be considered for presentation at a meeting of
shareholders, the rules of the Securities and Exchange Commission require that,
among other things, a shareholder's proposal be received at the offices of the
Trust a reasonable time before a solicitation is made. Timely submission of a
proposal does not mean that such proposal will be included.

DISCRETION OF PERSONS NAMED IN THE PROXY

The Board knows of no business other than the election of Trustees that
will be presented for consideration at the Special Meeting. Should any other
matter requiring a vote of shareholders arise, including any questions as to an
adjournment or postponement of the Special Meeting, the persons named on the
enclosed proxy card will vote on such matters in accordance with their judgment
of the best interests of the Trust.

SHAREHOLDER COMMUNICATIONS

Shareholders who wish to communicate with the Board or any individual
Trustee should send such communications in writing to the attention of Daniel K.
Ellenwood, Secretary, Asset Management Fund, 230 W. Monroe Street, Suite 2810,
Chicago, Illinois 60606.

COSTS OF SOLICITATION

The cost of solicitation, including the printing and mailing of proxy
materials, will be borne by the Trust. In addition to solicitations through the
mails, proxies may be solicited by officers, employees, and agents of the Trust,
Adviser and/or Distributor. Such solicitations may be by telephone, or
otherwise. The Trust will reimburse custodians, nominees, and fiduciaries for
the reasonable costs incurred by them in connection with forwarding solicitation
materials to the beneficial owners of shares held of record by such persons.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board has appointed PricewaterhouseCoopers LLP ("PwC"), an independent
registered public accounting firm, as the Trust's independent registered public
accountant. Representatives of PwC are not expected to be present at the Special
Meeting but are expected to be available to respond to questions and will have
the opportunity to make a statement if they so desire.

AUDIT AND RELATED FEES. The following table provides the aggregate audit
and related fees billed by PwC to the Trust during the Trust's last two fiscal
years.

<Table>
<Caption>
FISCAL YEAR FISCAL YEAR
ENDED ENDED
2003 2004
----------- -----------

Audit Fees(1)............................................... $102,000 $105,000
Audit-Related Fees(2)....................................... 0 0
Tax Fees(3)................................................. 16,050 22,500
All Other Fees(4)........................................... 0 0
</Table>

- ---------------

(1) "Audit Fees" are the aggregate fees billed for professional services for the
audit of the Trust's annual financial statements and services provided in
connection with statutory and regulatory filings or engagements.

(2) "Audit Related Fees" are the aggregate fees billed for assurance and related
services reasonably related to the performance of the audit or review of
financial statements and are not reported under "Audit Fees."

(3) "Tax Fees" are the aggregate fees billed for professional services for tax
advice, tax compliance and tax planning.

(4) "All Other Fees" are the aggregate fees billed for products and services
other than "Audit Fees," "Audit Related Fees" and "Tax Fees."

NON-AUDIT FEES. During the Trust's last two fiscal years, no non-audit
fees other than those described above were billed by PwC for services rendered
to the Trust and to the Adviser and any entity controlling, controlled by or
under common control with the Adviser ("Control Affiliate") that provides
ongoing services to the Trust.

AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES. The Audit Committee
must pre-approve any engagement of the independent registered public accountant
to provide any non-prohibited services to the Trust, including the fees and
other compensation to be paid to the independent registered public accountant.
The Chair of the Audit Committee may grant the pre-approval of services to the
Trust for non-prohibited services for engagements of less than $5,000. All such
delegated pre-approvals shall be presented to the Audit Committee no later than
the next Audit Committee meeting.

The Audit Committee must also pre-approve any engagement of the independent
registered public accountant, including the fees and other compensation to be
paid to the independent registered public accountant, to provide any non-audit
services to the Adviser (or any Control Affiliate providing ongoing services to
the Trust), if the engagement relates directly to the operations and financial
reporting of the Trust. The Chair of the Audit Committee may grant the
pre-approval for non-prohibited services to the Adviser for engagements of less
than $5,000. All such delegated pre-approvals shall be presented to the Audit
Committee no later than the next Audit Committee meeting.

For engagements with PwC entered into on or after May 6, 2003, none of the
services rendered by PwC to the Trust or to the Adviser or Control Affiliates
were pre-approved by the Audit Committee pursuant to the pre-approval exception
under Rule 2.01(c)(7)(i)(C) or Rule 2.01(c)(7)(ii) of Regulation S-X.

ANNUAL REPORT

THE TRUST'S ANNUAL REPORT, WHICH INCLUDES AUDITED FINANCIAL STATEMENTS FOR
THE FISCAL YEAR ENDED OCTOBER 31, 2004, WAS PREVIOUSLY MAILED TO SHAREHOLDERS.
ANY SHAREHOLDER WISHING TO RECEIVE, WITHOUT CHARGE, ANOTHER COPY OF THE ANNUAL
REPORT SHOULD CONTACT THE TRUST AT 230 WEST MONROE STREET, SUITE 2810, CHICAGO,
ILLINOIS 60606 OR BY CALLING 1-800-527-3713.

Please note that only one annual report or proxy statement may be delivered
to shareholders who share an address, unless the Trust has received instructions
to the contrary. To request a separate copy of an annual report or proxy
statement or to request a single copy if multiple copies of such documents are
received, shareholders should contact the Trust at the address and phone number
set forth above.

5% SHAREHOLDERS

The following table provides certain information as of February 1, 2005
with respect to persons known to the Trust to be beneficial and record owners
(having sole voting and dispositive power) of 5% or more of each Fund's
outstanding shares:

<Table>
<Caption>
PERCENT OF FUND'S
NUMBER OF OUTSTANDING
NAME AND ADDRESS OF OWNER SHARES COMMON SHARES
- ------------------------- ------------- -----------------

MONEY MARKET FUND -- CLASS I
Mesirow Financial Inc..................................... 7,095,485.460 21.23%
350 North Clark Street
Chicago, IL 60610-4796
Enfield Federal Savings & Loan............................ 5,711,637.010 17.09%
Attn: David J O'Connor -- President
P.O. Box 1279
Enfield, CT 06083
Mercer Savings Bank....................................... 3,756,043.450 11.24%
P.O. Box 227 T
Celina, OH 45822
Community Bank Of Tri-County.............................. 2,124,402.200 6.36%
P. O. Box 38
Attn: David Vaira
Waldorf, MD 20604
Union Bank................................................ 2,000,476.000 5.98%
P. O. Box 85484
Tr 050209343
San Diego, CA 92186-5484
MONEY MARKET FUND -- CLASS D
The Citizens Bank FBO..................................... 8,717,868.850 42.07%
521 Main Street
Philadelphia, MS 39350
BISYS Fund Services Inc................................... 7,075,947.000 34.15%
FBO Total Plus Sweep Customers
3435 Stelzer Road
Columbus, OH 43219
Lincoln Bank.............................................. 3,676,422.020 17.74%
1121 East Main Street
Plainfield, IN 46168
</Table>

<Table>
<Caption>
PERCENT OF FUND'S
NUMBER OF OUTSTANDING
NAME AND ADDRESS OF OWNER SHARES COMMON SHARES
- ------------------------- ------------- -----------------

ULTRA SHORT FUND
Watertown Savings Bank.................................... 7,017,850.065 26.00%
60 Main Street
Watertown, MA 02472
Florence Savings Bank..................................... 1,905,058.692 7.06%
85 Main St
Florence, MA 01062
SHORT U.S. FUND
Franklin Federal Savings and Loan Association............. 1,497,436.906 10.69%
4501 Cox Road
Glen Allen, VA 23060
Flushing Savings Bank FSB................................. 1,031,853.941 7.36%
144-51 Northern Blvd.
Flushing, NY 11354
El Dorado Savings Bank.................................... 936,680.768 6.68%
4040 El Dorado Road
Placerville, CA 95667-8238
First Carolina Corporate Credit Union..................... 925,917.691 6.61%
P.O. Box 49379
Attn: Fred Eisel
Greensboro, NC 27419
Canton Institution for Savings............................ 847,884.539 6.05%
Attn: John W Wigmore
P.O. Box 282
Canton, MA 02021
First Federal Savings & Loan Association of Lincolnton.... 844,126.166 6.02%
320 E Main St
Attn: CD Stroup JR
Lincolnton, NC 28092
First Keystone Federal.................................... 838,095.819 5.98%
22 W State Street
Attn: Rose M Dimarco
Media, PA 19063
Eastern Federal Bank...................................... 760,824.473 5.43%
257 Main St P.O. Box 709
Attn Treasurer
Norwich, CT 06360
</Table>

<Table>
<Caption>
PERCENT OF FUND'S
NUMBER OF OUTSTANDING
NAME AND ADDRESS OF OWNER SHARES COMMON SHARES
- ------------------------- ------------- -----------------

INTERMEDIATE MORTGAGE FUND
Umpqua Bank............................................... 4,076,001.587 13.20%
P.O. Box 1820
Roseburg, OR 97470
BankUnited FSB............................................ 2,876,486.648 9.31%
7815 NW 148th Street
Miami Lakes, FL 33016
Northwest Savings Bank.................................... 2,158,146.893 6.99%
Second at Liberty Avenue
P.O. Box 128
Warren, PA 16365
The Citizens Bank......................................... 2,048,663.512 6.63%
500 West Broadway
Farmington, NM 87401
First Carolina Corporate Credit Union..................... 2,048,131.616 6.63%
P.O. Box 49379
Attn: Fred Eisel
Greensboro, NC 27419
Polonia Bank.............................................. 1,832,120.560 5.93%
Attn: Paul D. Rutkowski
3993 Huntingdon Pike
Huntingdon Valley, PA 19006
U.S. GOVERNMENT MORTGAGE FUND
BankUnited FSB............................................ 3,477,289.065 21.49%
7815 NW 148th Street
Miami Lakes, FL 33016
Baltimore County Savings Bank............................. 2,008,710.259 12.41%
4111 E. Joppa Road, Suite 300
Baltimore, MD 21236
First Federal Bank FSB.................................... 1,743,378.498 10.77%
109 E. Depot
P.O. Box 256
Colchester, IL 62326
Canton Institution for Savings............................ 1,184,952.193 7.32%
Attn: John W Wigmore
P.O. Box 282
Canton, MA 02021
Skowhegan Savings Bank.................................... 932,688.265 5.76%
P.O. Box 250
Skowhegan, ME 04976
</Table>

BISYS Fund Services Inc., FBO Total Plus Sweep Customers, 3435 Stelzer Rd.,
Columbus, Ohio 43219, is only the holder of record of the Money Market Fund
Class D shares listed above that are held for the benefit of Total Plus Sweep
Customers.

SHAREHOLDERS ARE REQUESTED TO COMPLETE, DATE AND SIGN THE ENCLOSED PROXY
CARD AND RETURN IT IN THE ENCLOSED ENVELOPE, WHICH NEEDS NO POSTAGE IF MAILED IN
THE UNITED STATES.

By Order of the Trustees

Daniel K. Ellenwood
Secretary

March 2, 2005

APPENDIX A

ASSET MANAGEMENT FUND

NOMINATING COMMITTEE CHARTER
ADOPTED SEPTEMBER 20, 2004

I. PURPOSE

The Nominating Committee is a committee of the Board of Trustees of Asset
Management Fund (the "Trust"). Its primary function is to identify and recommend
individuals for membership on the Board and oversee the administration of the
Board Governance Procedures and Guidelines.

II. COMPOSITION

The Nominating Committee shall be comprised of the independent board
members, each of whom shall be free from any relationship that, in the opinion
of the Board, would interfere with the exercise of his or her independent
judgment as a member of the Nominating Committee. For purposes of the Nominating
Committee, a board member is independent if he or she is an "Independent
Trustee" as that term is defined in Section II.A of the Board Governance
Procedures and Guidelines.

The members of the Nominating Committee shall be appointed by the Board
annually and serve until their successors shall be duly appointed and qualified.
Unless a Chairman is elected by the Board, the members of the Nominating
Committee may designate a Chairman by majority vote.

III. MEETINGS

The Nominating Committee shall meet annually, or more frequently as
circumstances dictate. Special meetings (including telephone meetings) may be
called by the Chairman or a majority of the members of the Nominating Committee
upon reasonable notice to the other members of the Nominating Committee.

IV. RESPONSIBILITIES AND DUTIES

To fulfill its responsibilities and duties the Nominating Committee shall:

A. Board Nominations and Functions

1. Identify and recommend individuals for membership on the Board as
independent board members. The principal criterion for selection of
candidates is the ability to carry out the responsibilities of the
Board.

2. Review the Board Governance Procedures and Guidelines, annually,
and recommend changes, if any, to the Board.

3. Periodically review the composition of the Board to determine
whether it may be appropriate to add individuals with different
backgrounds or skill sets from those already on the Board.

4. Review annually Independent Trustee compensation, including
compensation deferral programs and Trust ownership criteria, and
recommend any appropriate changes to the Independent Trustees as a
group.

5. Coordinate with the Trust's legal counsel an annual evaluation of
the performance of the Board.

6. Oversee the development and implementation by the Trust's
investment adviser and legal counsel of a program for the
orientation of new Independent Trustees.

B. Committee Nominations and Functions

1. Identify and recommend individuals for membership on all committees
and review committee assignments at least annually.

A-1

2. Review as necessary the responsibilities of any committees of the
Board, whether there is a continuing need for each committee,
whether there is a need for additional committees of the Board, and
whether committees should be combined or reorganized.

C. Other Powers and Responsibilities

1. Review this Charter, annually, and recommend changes, if any, to
the Board.

2. Review Trust governance structure for compliance with legal
requirements.

3. Monitor the performance of legal counsel employed by the Trust and
the Independent Trustees, if any, and be responsible for the
supervision of counsel to the Independent Trustees, if any.

4. Investigate any other matter brought to its attention within the
scope of its duties, with the power to retain outside counsel or
other experts for this purpose at the expense of the Trust, if, in
its judgment, that is appropriate.

5. Retain any search firm to identify Board member candidates, at the
expense of the Trust, if, in the Committee's judgment, this is
appropriate.

6. Perform any other activities consistent with this Charter, the
Trust's Declaration of Trust and By-Laws and governing law, as the
Nominating Committee or the Board deems necessary or appropriate.

7. Maintain minutes of Committee meetings, report its significant
activities to the Board, and make such recommendations to the Board
as the Nominating Committee deems necessary or appropriate.

D. Litigation

As needed, review Trust litigation matters.

A-2

____________________________________________________________________________
| |
| THREE EASY WAYS TO VOTE YOUR PROXY |
| READ THE PROXY STATEMENT AND HAVE THE PROXY CARD AT HAND. |
ASSET MANAGEMENT FUND | |
230 WEST MONROE STREET | TELEPHONE: Call 1-800-690-6903 and follow the recorded instructions. |
CHICAGO, ILLINOIS 60606 | INTERNET: Go to www.proxyweb.com and follow the on-line directions. |
| MAIL: Vote, sign, date and return your proxy by mail. |
999 999 999 999 99 | If you vote by Telephone or Internet, you do not need to mail your proxy. |
|____________________________________________________________________________|

PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS ON
APRIL 25, 2005

THIS PROXY IS SOLICITED ON BEHALF OF THE
BOARD OF TRUSTEES OF ASSET MANAGEMENT FUND

A Special Meeting of Shareholders of Asset Management Fund will be held at the offices of BISYS Fund Services Ohio,
Inc., 3435 Stelzer Road, Columbus, Ohio, on April 25, 2005 at 3:00 p.m., Eastern time. The undersigned hereby appoints
Edward E. Sammons, Jr. and Daniel K. Ellenwood or either of them proxies, with full power of substitution in each, to
represent and vote all shares which the undersigned is entitled to vote at the Special Meeting or any adjournment or
adjournments thereof.

Whether or not you plan to attend the Special Meeting, please complete, date and sign your proxy card and return it in
the envelope provided so that your vote will be counted. As an alternative, please consider voting by telephone at
1-800-690-6903 or over the Internet at www.proxyweb.com.

Date:
--------------------------------------------

[ ]

Signature of Sharehholder(s) PLEASE SIGN WITHIN BOX

Note: Please sign your name exactly as it appears
on this proxy. If shares are held jointly, each
holder must sign the proxy. If you are signing on
behalf of an estate, trust or corporation, please
state your title or capacity.

Please fill in the appropriate box as shown using black or blue ink or number 2 pencil. [X]
PLEASE DO NOT USE FINE POINT PENS.

PROPERLY EXECUTED PROXIES WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, SUCH SHARES WILL BE VOTED "FOR" THE
ELECTION OF THE NOMINEES LISTED BELOW.

ELECTION OF TRUSTEES:

FOR WITHHOLD
NOMINEES AUTHORITY
listed at left to vote for all
(except as nominees listed
marked to the at left
(01) Richard M. Amis (05) Christopher M. Owen contrary)
(02) David F. Holland (06) Maria F. Ramirez
(03) Gerald J. Levy (07) Rodger D. Shay [ ] [ ]
(04) William A. McKenna, Jr. (08) Rodger D. Shay, Jr.

INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE(S), WRITE THE NUMBER(S) OF THE NOMINEE(S) ON THE
LINE PROVIDED BELOW.

- ----------------------------------------------------------------------------------------------------------------------

THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE SPECIAL MEETING IN
ACCORDANCE WITH THEIR JUDGMENT OF THE BEST INTERESTS OF ASSET MANAGEMENT FUND.

PLEASE SIGN ON REVERSE SIDE