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

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)

Payment of Filing Fee (Check the appropriate box):

Asset Management Fund

Three Canal Plaza, Suite 100, Portland, ME 04101

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To Be Held May 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 office of Vedder Price P.C., 222 N. La Salle St., Chicago, IL 60601 on May 21, 2024 at 1:00p.m., Central Time, for the following purposes:

Only shareholders of record of the Fund at the close of business on March 15, 2024 are entitled to notice of, and to vote at, the 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 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) 820-2416. Representatives are available to answer your call from 9:00 a.m. to 10:00 p.m. Eastern Time.

Asset Management Fund

Three Canal Plaza, Suite 100

Portland, ME 04101

PROXY STATEMENT

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 office of Vedder Price P.C., 222 N. La Salle St., Chicago, IL 60601 on May 21, 2024 at 1:00 p.m., Central Time, and at any and all adjournments thereof. The Trust is soliciting proxies on behalf of the 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 Apil 8, 2024.

Only shareholders of record of the Fund at the close of business on March 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 S2 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 the Trust unanimously recommends that shareholders of the Fund vote “FOR” the approval of the S2 Advisory Agreement.

PROPOSAL 1

APPROVAL OF NEW INVESTMENT ADVISORY AGREEMENT

Background

Austin Atlantic Asset Management Co. (“Austin Atlantic”) served as investment adviser to the Fund since 2006. Following approval by the shareholders of the Fund, System Two Advisors L.P. (“S2”) was named as sub-adviser to the Fund in 2019. As sub-adviser to the Fund, 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. S2 managed the Fund in accordance with the investment objectives and investment restrictions provided in the Fund’s Prospectus and Statement of Additional Information using its proprietary investment models, analytics and other tools. In its role as investment adviser, 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 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 12, 2024, the Board 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 terms of the AA Advisory Agreement, except for the parties to the agreement, the effective date and term of the agreement. If shareholders approve the S2 Advisory Agreement, it is expected that 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 approved the S2 Advisory Agreement and recommends that shareholders also approve the S2 Advisory Agreement. The form of S2 Advisory Agreement is attached hereto as Appendix A. Additional information regarding the S2 Advisory Agreement and S2 is set forth below.

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

Information about S2

S2 is a Delaware limited partnership founded by Anupam Ghose and Robert C. Jones in 2011. Mr. Ghose owns 80% and Mr. Jones owns 20% of the interests in, and jointly control, S2. The address of S2 is 47 Maple Street, #303A, Summit, New Jersey 07901. S2’s operations are managed by Anupam Ghose, Chief Executive Officer, and Peter Marquardt, Chief Compliance Officer. The address of Messrs. Ghose and Marquardt is 47 Maple Street, #303A, Summit, New Jersey 07901. S2 does not currently manage any other funds having similar investment objectives to the Fund.

AA Advisory Agreement and Interim Advisory Agreement

The AA Advisory Agreement was dated May 10, 2017 and was last approved at a meeting of the Fund’s shareholders held on May 10, 2017 following the termination 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 was last approved by the Board of Trustees at a meeting held on February 21-22, 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 with respect to the Fund and the services of S2. For Austin Atlantic’s services under the AA Advisory Agreement the Fund paid Austin Atlantic 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. 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 S2 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, as amended (the “1940 Act”) and the rules, interpretations and exemptive relief thereunder. Below is a comparison of certain terms of the AA Advisory Agreement and the S2 Advisory Agreement. For a more complete understanding of the S2 Advisory Agreement, please refer to the form of the S2 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.

Advisory Services. The investment advisory services to be provided by S2 to the Fund under the S2 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 S2 Advisory Agreement provide that the adviser will furnish 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, and the adviser will determine from time-to-time what securities and other investments will be purchased, retained or sold by Fund. As noted above, Austin Atlantic delegated the advisory services to be provided to the Fund to S2 as the Fund’s sub-adviser. Therefore, S2 will continue to provide the same investment advisory services to the Fund that it currently provides, except that it will now serve as the investment adviser to the Fund pursuant to the S2 Advisory Agreement rather than as sub-adviser pursuant to 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 S2 Advisory Agreement will be identical to the investment advisory fees paid by the Fund to Austin Atlantic under the AA Advisory Agreement. As noted above, Austin Atlantic paid S2 a sub-advisory fee from the investment advisory fee it 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 Fund is 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. 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 for the Fund under the Interim Advisory Agreement and will continue to do so under the S2 Advisory Agreement. While it is not contemplated, the voluntary waiver could be 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 S2 Advisory Agreement other than the cost of securities purchased for the Fund (including taxes and brokerage commissions, if any).

Limitation of Liability. As 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 suffered 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 award 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 its duties or from reckless disregard by it of its obligations and duties under the S2 Advisory Agreement.

Continuance. After its initial term, the continuation of the AA Advisory Agreement was 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 an initial term up to two years from its original effective date for the Fund. After its initial term, the S2 Advisory Agreement will continue with respect to the Fund for successive one-year periods if such continuance is specifically approved by the Board at least annually in the manner required by the 1940 Act and the rules, interpretations and exemptive relief thereunder.

Termination. As was the case under the AA Advisory Agreement, the S2 Advisory Agreement may be terminated as to the Fund at any time on 60 days’ 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 S2. The S2 Advisory Agreement also provides that it will immediately terminate in the event of its assignment (as defined in the 1940 Act). In addition, the S2 Advisory Agreement may also be terminated by the Trust upon written notice to S2 that S2 is in material breach of the S2 Advisory Agreement, unless S2 cures such breach to the reasonable 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 S2 Advisory Agreement upon immediate notice if S2 becomes statutorily disqualified from performing its duties under the S2 Advisory Agreement or otherwise is legally prohibited from operating as an investment adviser.

Board Considerations of the S2 Advisory Agreement

The Board approved the S2 Advisory Agreement at a meeting held on February 12, 2024. The Board determined that the approval of the S2 Advisory Agreement was in the best interests 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 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 was informed that transition of investment advisory services to S2 would require that the S2 Advisory Agreement be submitted to shareholders of the Fund for approval. The Board also was informed that it would need to approve 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 period 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 a 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 of the Fund and Chief Executive Officer of S2, joined the February 12, 2024 Board meeting and discussed the proposed transition of investment advisory services to S2. To reach its determination in approving the S2 Advisory Agreement for the Fund, 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 advisors with respect to advisory agreements and compensation; the standards used by courts in determining whether investment company boards have fulfilled their duties; the factors to be considered by the Board in voting on such 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 considered that the information 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, including the portfolio manager responsible for implementing 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 for the Fund to S2 would not result in any diminution in the nature, quality and extent of the services provided to the Fund 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”), also met independently of management to review and discuss materials received from S2, Foreside Management Services, LLC (the Fund’s business manager and administrator) and Fund counsel. The Board applied its business judgment to determine whether the S2 Advisory Agreement was a reasonable business arrangement from the Fund’s perspective. The Board determined that, given the totality of the information provided with respect to the S2 Advisory Agreement, the Board, in its judgment, had received sufficient information to approve the S2 Advisory Agreement. In determining to approve the S2 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 of the services provided by S2 in managing the Fund’s investments and the experience and skills of S2’s portfolio manager managing the Fund. The Board reviewed the Fund’s investment performance for the one-, three- and five-year periods ended December 31, 2023 and compared this information to the performance of a peer universe of funds in the same Morningstar category (1^st quartile being the best performers and 4^th quartile being the worst performers) and to the performance of the Fund’s benchmark index. The Board noted that the Fund’s performance was in the 3rd quartile of its peer universe for the one-year period ended December 31, 2023, 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 of the one- and five-year periods December 31, 2023. The Board also considered S2’s compliance program and the enhancements that would be made in light of S2 transitioning to become the investment adviser of the Fund, such as valuation procedures to support S2 serving as the Fund’s valuation designee and liquidity risk management procedures to support S2 serving as the Fund’s liquidity risk management program administrator. In light of the information presented and the considerations made, the Board concluded that the nature, extent and quality of the services provided to the Fund by S2 have been and are expected to remain satisfactory.

Fees and Expenses. The Board reviewed the Fund’s contractual investment advisory fee and total net expense ratios. The Board considered that the contractual investment advisory fee 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 fee 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 (1^st quartile being the most favorable and 4^th quartile being the least favorable). 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 fee was in the 2nd quartile of its peer group and that the Fund’s total net expense ratio (Class AMF) was in the 4th quartile of its peer group. The Board considered that S2 would continue the current voluntary investment advisory fee waiver for the Fund. On the basis of all the information provided, the Board concluded that the investment advisory fee continued 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.

Profitability. The Board received and discussed with Mr. Ghose the financial statements of S2. The Board considered S2’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, the Board concluded that any profits to be realized by S2 in connection with the S2 Advisory Agreement were not expected to be unreasonable.

Economies of Scale. 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 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 the voluntary investment advisory fee 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 S2. The Board considered 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.

Based on all of the information considered and the conclusions reached, the Board unanimously determined that the terms of the S2 Advisory Agreement were fair and reasonable and that the approval of the S2 Advisory Agreement was in the best interests of the Fund.

Required Vote

Approval of the New 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 a Fund is entitled to one vote, with fractional shares having a fractional vote.

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

The Board of the Trust unanimously recommends that shareholders of the Fund vote “FOR” the approval of the S2 Advisory Agreement.

OTHER INFORMATION

INFORMATION ABOUT AUSTIN ATLANTIC AND THE DISTRIBUTOR

Austin 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 Austin Atlantic and Austin Atlantic Inc. is 1 Alhambra Plaza, Suite 100, Coral Gables, Florida 33134. Austin Atlantic’s operations are managed by Rodger D. Shay, Jr., Chairman, 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. 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 $92,003 during the fiscal year ended June 30, 2023. The Distributor will 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.

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 Three Canal Plaza, Suite 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 S2 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, Three Canal Plaza, Suite 100, Portland, Maine 04101, as business manager and 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 S2 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 Three Canal Plaza, Suite 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. Shareholders of each Class will vote together on the S2 Advisory Agreement.

SHARES AND REQUIRED VOTE

Approval of the S2 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 May 21, 2024. If adjourned, the Meeting may be held, within a reasonable time after May 21, 2024 without the necessity of further notice.

For purposes of determining a quorum for transacting business at the Meeting, abstentions will be treated as shares that are present but which have not been voted. For purposes of the approval of the S2 Advisory Agreement, abstentions will have the effect of a vote against the proposal. It is the Trust’s understanding that because broker-dealers (in the absence of specific authorization from their customers) will not have discretionary authority to vote their customers’ shares on the single non-routine matter to be presented at the Meeting, there is unlikely to be any “broker non-votes” at the Meeting. This means that if beneficial owners do not provide instructions to their broker-dealer or otherwise submit a proxy for the Meeting, there will be fewer shares present at the meeting and obtaining quorum or achieving the required vote to approve the proposal may be more difficult. However, “broker non-votes” would have the effect of a vote against the proposal similar to an abstention.

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

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, Austin Atlantic Capital Inc., Austin Atlantic Inc. or S2, or any person (other than a registered investment company) directly or indirectly controlling, controlled by or under common control with Austin Atlantic, Austin Atlantic Capital Inc., Austin Atlantic Inc. or 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, Three Canal Plaza, Suite 100, Portland, Maine 04101. The Board of Trustees of the Trust is not aware of any other matters to come before the 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, which is anticipated to total between $18,932 and $19,109, will be borne by 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. S2 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 S2, 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 semi-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 semi-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 Meeting that the Fund did not have notice of a reasonable time prior to the mailing of this Proxy Statement, the holders of a 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 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, Three Canal Plaza, Suite 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. If you wish to receive a separate copy of the Proxy Statement call (866) 340-7108 or write to AST Fund Solutions, LLC, 48 Wall Street, 21st Floor, New York, NY 10005 and a copy will be mailed to you promptly. You may also call or write to the Fund if you wish to receive a separate proxy statement in the future, or if you are receiving multiple copies now, and wish to receive a single copy in the future.

Important 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 https://vote.proxyonline.com/aaamco/docs/proxy2024.pdf.

BY ORDER OF THE BOARD OF TRUSTEES

DAVID BUNSTINE

President

Dated April 8, 2024

PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY CARD 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 ENCLOSED PROXY CARD. FOR MORE INFORMATION OR ASSISTANCE WITH VOTING, PLEASE CALL (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

AGREEMENT made this         day of        , 2024, between Asset Management Fund (the “Trust”), a Delaware statutory trust having its principal place of business at Three Canal Plaza, Suite 100, 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, the Trust is registered as an open-end, management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”);

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

WHEREAS, the Trust desires to retain the Investment Adviser to furnish investment advisory and management services to certain investment portfolios of the Trust and may retain the Investment Adviser to serve 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 portfolio is individually referred to herein as a “Fund” and collectively as the “Funds”) and the Investment Adviser represents that it is willing and possesses legal authority to so furnish such services without violation of applicable laws and regulations.

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, it is agreed between the parties hereto as follows with respect to the

Funds:

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.

DATED:              ,2024

SCHEDULE A

TO THE

INVESTMENT ADVISORY AGREEMENT

BETWEEN ASSET MANAGEMENT FUND

AND 

SYSTEM TWO ADVISORS L.P.