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EXHIBIT 6(b)
DISTRIBUTION AGREEMENT
AGREEMENT made as of this 8th day of December, 1997, between ASSET
MANAGEMENT FUND, INC., a Maryland corporation (hereinafter called the "Fund"),
and SHAY FINANCIAL SERVICES, INC., a Florida corporation (hereinafter called the
"Distributor");
W I T N E S S E T H:
In consideration of the mutual covenants hereinafter contained, it is
hereby agreed by and between the parties hereto as follows:
1. The Fund hereby appoints the Distributor as its agent for the
distribution of shares of common stock (hereinafter called "shares") of any of
the Fund's authorized Portfolios in jurisdictions wherein shares of the Fund may
legally be offered for sale; provided, however, that the Fund in its absolute
discretion may issue or sell shares directly to holders of shares of the Fund
upon such terms and conditions and for such consideration, if any, as it may
determine, whether in connection with the distribution of subscription or
purchase rights, the payment or reinvestment of dividends or distributions, or
otherwise.
2. The Distributor hereby accepts appointment as agent for the
distribution of the shares of the Fund and agrees that it will use its best
efforts with reasonable promptness to sell such part of the authorized shares of
the Fund remaining unissued as from time to time be effectively registered under
the Securities Act of 1933 ("Securities Act"), at prices determined as
hereinafter provided and on terms hereinafter set forth, all subject to
applicable federal and state laws and regulations and to the Articles of
Incorporation and the By-Laws of the Fund and in accordance with the then
effective registration statement ("Registration Statement") of the Fund under
the Securities Act (and related prospectus).
3. The Fund agrees that it will use its best efforts to keep
effectively registered under the Securities Act for sale as herein contemplated
such shares as the Distributor shall reasonably request and as the Securities
and Exchange Commission shall permit to be so registered.
4. Notwithstanding any other provision hereof, the Fund may terminate,
suspend or withdraw the offering of shares whenever, in its sole discretion, it
deems such action to be desirable.
5. The Distributor will act only on its own behalf as principal in
making agreements with selected dealers or others for the sale and redemption of
shares. The
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Distributor shall have authority to receive and accept or reject, or
arrange for the receipt and acceptance of, such orders in accordance with the
provisions hereof and the then effective Registration Statement of the Fund.
6. Shares of the Fund offered for sale or sold by the Distributor shall
be so offered or sold at a price per share determined in accordance with the
Fund's then current prospectus relating to the sale of such shares except as
departure from such prices shall be permitted by the rules and regulations of
the Securities and Exchange Commission; provided, however, that any public
offering price for shares of the Fund shall be the net asset value per share.
The net asset value per share shall be determined in the manner and at the times
set forth in the then effective Registration Statement (and related prospectus)
relating to such shares.
7. The price the Fund shall receive for all shares purchased from the
Fund shall be the net asset value used in determining the public offering price
applicable to the sale of such shares.
8. The Distributor shall issue and deliver on behalf of the Fund (or
shall arrange for the issue and delivery of) such confirmations of sales made by
it as agent pursuant to this agreement as may be required. At or prior to the
time of issuance of shares, the Distributor will pay or cause to be paid to the
Fund the amount due the Fund for the sale of such shares. Shares shall be
registered on the transfer books of the Fund in such names and denominations as
the Distributor may specify.
9. The Fund will execute any and all documents and furnish any and all
information which may be reasonably necessary in connection with the
qualification of its shares for sale in such states as the Distributor may
reasonably request (it being understood that the Fund shall not be required
without its consent to comply with any requirement which in its opinion is
unduly burdensome).
10. The Fund will furnish to the Distributor from time to time such
information with respect to the Fund and its shares as the Distributor may
reasonably request for use in connection with the sale of shares of the Fund.
The Distributor agrees that it will not use or distribute or authorize the use,
distribution or dissemination by others in connection with the sale of such
shares any statements, other than those contained in the Fund's current
prospectus or statement of additional information, except such supplemental
literature or advertising as shall be lawful under federal and state securities
laws and regulations.
11. The Distributor shall order shares of the Fund from the Fund only
to the extent that it shall have received purchase orders therefor. The
Distributor will not make, or authorize any others to make, any short sales of
shares of the Fund.
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12. The Distributor, as agent of and for the account of the Fund, may
repurchase the shares of the Fund at such prices and upon such terms and
conditions as shall be specified in the current prospectus or statement of
additional information of the Fund.
13. The Distributor shall receive such compensation for its
distribution of Fund shares as set forth in the Fund's Rule 12b-1 Plan, dated as
of August 4, 1997 as amended from time to time.
14. In selling or reacquiring shares of the Fund for the account of the
Fund, the Distributor will in all respects conform to the requirements of all
state and Federal laws and the Rules of Conduct of the National Association of
Securities Dealers, Inc., relating to such sale or reacquisition, as the case
may be. The Distributor will observe and be bound by all the provisions of the
Articles of Incorporation of the Fund (and of any fundamental policies adopted
by the Fund pursuant to the Investment Company Act of 1940 and set forth in the
Registration Statement, or as to which notice shall otherwise have been given to
the Distributor) which at any time in any way require, limit, restrict or
prohibit or otherwise regulate any action on the part of the Distributor.
Distributor shall not be liable for any error of judgment or mistake of law or
for any loss suffered by the Fund or any Portfolio in connection with the
matters to which this Agreement relates, except a loss resulting from willful
misfeasance, bad faith or gross negligence on its part in the performance of its
duties or from reckless disregard by it of its obligations and duties under this
Agreement.
15. Subject to the general supervision of the Fund's Board of
Directors, the Distributor will provide services, facilities, personnel, and
assistance in respect to marketing and promotional activities of the Fund in
distributing the shares. The Distributor will, but not by way of limitation;
(a) Formulate and implement marketing and promotional
activities, including seminars, group meetings, other personal
contacts, mail promotions and industry advertising directed at
savings and loan associations and other organizations eligible
to own shares of the Fund.
(b) Provide special office space and equipment,
telephone facilities and dedicated personnel to whatever
extent is necessary to discharge the responsibilities of the
Distributor described herein.
(c) Obtain and evaluate and provide to the Fund such
information, analyses, and opinion in respect to marketing and
promotional activities as the Fund may reasonably request from
time to time.
(d) At its sole expense, register and qualify as a
securities broker to whatever extent is necessary to discharge
the responsibilities of the Distributor
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described herein, under the Securities Exchange Act
of 1934, as amended, any applicable state securities laws, and
related regulations; and cause its employees who engage in the
business of effecting transactions in shares of the Fund to be
registered, licensed, and qualified as securities brokers,
principals and agents.
16. The Fund shall assume and pay all charges and expenses of its
operations not specifically assumed or otherwise to be provided by the
Distributor under this Agreement or the Fund's Rule 12b-1 Plan. The Fund will
pay or cause to be paid expenses (including the fees and disbursements of its
own counsel) and all taxes and fees payable to the federal, state or other
governmental agencies on account of the registration or qualification of
securities issued by the Fund or otherwise. The Fund will also pay or cause to
be paid expenses incident to the issuance of shares or beneficial interest, such
as the cost of share certificates, if any, issue taxes, and fees of the transfer
agent. The Distributor will pay all expenses (other than expenses which one or
more dealers may bear pursuant to any agreement with the Distributor) incident
to the sale and distribution of the shares issued or sold hereunder, including,
without limiting the generality of the foregoing, all expenses of printing and
distributing any prospectus and of preparing, printing and distributing or
disseminating any other literature, advertising and selling aids in connection
with the offering of the shares for sale (except that such expenses will not
include expenses incurred by the Fund in connection with the preparation,
type-setting, printing and distribution of any registration statement or report
or other communication to shareholders in their capacity as such) and expenses
of advertising in connection with such offering. The Distributor will bear all
other costs and expenses of the services, facilities, personnel, and assistance
to be provided by it hereunder, including but not limited to the compensation of
personnel and all other costs and expenses for office space, facilities,
equipment, printing, telephone service, heat, light, power and other utilities.
17. The Fund will indemnify and hold harmless the Distributor and the
officers, directors, and employees of the Distributor (together the "Persons
Indemnified") against any loss, claim, damage, or liability, joint or several,
to which the Persons Indemnified may become subject, under the Investment
Company Act of 1940 or otherwise, insofar as such loss, claim, damage or
liability (or actions in respect thereof) arises out of or is based upon any
untrue statement or alleged untrue statement of any material fact contained in
any Registration Statement (or related prospectus) of the Fund relating to the
shares or any amendment or supplement thereto, or arises out of or is based upon
the omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading; and
will reimburse the Persons Indemnified in connection with investigating or
defending any such loss, claim, damage, liability or action; provided, however,
that the Fund will not be liable in any such case to the extent that any such
loss, claim, damage or liability arising out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission made in
any of such documents
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relating to the Distributor or in reliance upon and in conformity with
information furnished to the Fund by any Persons Indemnified specifically for
use therein. It is understood, however, that nothing in this Paragraph will
protect any Persons Indemnified against, or entitle any Person Indemnified to
indemnification against, any loss, claim, damage, or liability (or actions in
respect thereof) to an extent or in a manner inconsistent with the Investment
Company Act of 1940.
18. This agreement shall become effective on the date hereof and shall
continue in effect until March 1, 1998 and from year to year thereafter, but
only so long as such continuance is approved in the manner required by the
Investment Company Act of 1940. Either party hereto may terminate this agreement
on any date by giving the other party at least sixty days' prior written notice
of such termination specifying the date fixed therefor. Without prejudice to any
other remedies of the Fund in any such event the Fund may terminate this
agreement at any time immediately upon any failure of fulfillment of any of the
obligations of the Distributor hereunder.
19. This agreement shall automatically terminate in the event of its
assignment.
20. Any notice under this agreement shall be in writing, addressed and
delivered or mailed, postage postpaid, to the other party at such address as
such other party may designate for the receipt of such notice.
21. It is anticipated that various organizations will assist the
Distributor in marketing and promoting the Fund, including but not limited to
state leagues of savings and loan associations. No such organization will engage
in the business of effecting transactions in shares of the Fund for the account
of others, however, unless registered as a securities broker under the
Securities exchange Act of 1934, as amended, and applicable state securities
laws, and related regulations. The Distributor will be solely responsible for
any payments in respect to assistance in so marketing and promoting the Fund,
and the payments will be limited to reasonable and necessary amounts.
22. If any provision of this Agreement is held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this Agreement will
not be affected thereby. This Agreement will be binding upon and shall inure to
the benefit of the parties hereto and their respective successors.
23. Nothing contained in this Agreement will prevent the Distributor or
any affiliated person of the Distributor from performing services similar to
those to be performed hereunder for any other person, firm or corporation or for
its or their own accounts or for the accounts of others.
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24. This Agreement shall be construed in accordance with applicable
federal law and the laws of the State of Illinois (without regard to principals
of conflicts of law).
IN WITNESS WHEREOF, the Fund and the Distributor have each caused this
agreement to be executed on its behalf by an officer thereunto duly authorized
and its seal to be affixed as of the day and year first above written.
ASSET MANAGEMENT FUND, INC.
ATTEST:
By: /s/Xxxxxx X. Xxxxxxx By: /s/Xxxxxx X. Xxxx
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Xxxxxx X. Xxxxxxx, Xx. Xxxxxx X. Xxxx
Its: Secretary Its: President
SHAY FINANCIAL SERVICES, INC.
ATTEST:
By: /s/Xxxxxx X. Xxxxxxx By: /s/Xxxxxx X. Xxxx, Xx.
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Xxxxxx X. Xxxxxxx Xxxxxx X. Xxxx, Xx.
Its: Vice President Its: President
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