Correspondence 0001398344-24-006556 from ASSET MANAGEMENT FUND (CIK 0000705318)
ASSET MANAGEMENT FUND (CIK 0000705318)
Date: March 28, 2024 · CIK: 0000705318 · Accession: 0001398344-24-006556
AI Filing Summary & Sentiment
File numbers found in text: 811-03541
Letter
VIA EDGAR Office of Disclosure and Review Division of Investment Management 100 F Street, N.E. Washington, D.C. 20549 Re: Asset Management Fund (the “Registrant”) (File No. 811-03541) Proxy Statement on Schedule 14A under the Securities Exchange Act of 1934
Dear Ms. White:
This letter is being submitted in response to the comments of the Staff of the Securities and Exchange Commission (the “SEC”) received via telephone on March 15, 2024 with regard to the above-noted Proxy Statement filed with the SEC on March 13, 2024.
The Staff’s comments are restated below followed by the Registrant’s responses.
1. Comment: In the first paragraph on page 6, please identify the role of Foreside Management Services, LLC with respect to the Large Cap Equity Fund (the “Fund”).
Response: The disclosure has been revised to clarify that Foreside Management Services, LLC is the Fund’s business manager and administrator.
2. Comment: In the second paragraph on page 6, please clarify what the Fund’s performance being in a certain quartile means.
Response: The disclosure has been revised to indicate that 1st quartile performance represents the best performers and 4th quartile performance represents the worst performers.
3. Comment: In the second paragraph on page 6, please briefly describe the enhancements that will be made to S2’s compliance program in light of S2 transitioning to become the investment adviser of the Fund.
Response: The disclosure has been revised to describe enhancements that would support S2 becoming the Fund's valuation designee and the Fund's liquidity risk management program administrator.
222 North LaSalle Street | Chicago, Illinois 60601 | T +1 312 609 7500 | F +1 312 609 5005
Vedder Price P.C. is affiliated with Vedder Price LLP, which operates in England and Wales, Vedder Price (CA), LLP, which operates in California, Vedder Price Pte. Ltd., which operates in Singapore, and Vedder Price (FL) LLP, which operates in Florida.
Alison White
March 28, 2024
Page 2
4. Comment: In the second paragraph under QUORUM and ADJOURNMENT on page 9, the Staff notes that because the proposal is not a “routine” proposal pursuant to NYSE Rule 452, brokers will not be able to vote on the proposal without instructions. Therefore, the Staff notes that there should not be any “broker non-votes” in connection with the meeting. Please update the disclosure to remove the current disclosures regarding broker non-votes and include disclosure that brokers will not have discretionary voting authority on the proposal and the expected impact that will have on voting and quorum, including that obtaining quorum or achieving the required vote to approve the proposal may be more difficult.
Response: The disclosure has been revised as noted by the Staff.
If you have any questions regarding the foregoing, please do not hesitate to call me at (312) 609-7753.
Very
truly yours,
/s/ John S. Marten
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Chicago
New
York
Washington,
DC
London
San
Francisco
Los
Angeles
Singapore
Dallas
Miami
vedderprice.com
John S. Marten
Shareholder
+1 312 609 7753
jmarten@vedderprice.com
March 28, 2024
VIA EDGAR
Alison White
Office of Disclosure and Review
Division of Investment Management
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re:
Asset Management Fund (the “Registrant”) (File No. 811-03541) Proxy Statement on
Schedule
14A under the Securities Exchange Act of 1934
Dear Ms. White:
This letter is being submitted in response to the comments of the
Staff of the Securities and Exchange Commission (the “SEC”) received via telephone on March 15, 2024 with regard to the above-noted
Proxy Statement filed with the SEC on March 13, 2024.
The Staff’s comments are restated below followed by the Registrant’s
responses.
1. Comment: In the first paragraph on page 6, please identify the role of Foreside Management Services,
LLC with respect to the Large Cap Equity Fund (the “Fund”).
Response: The disclosure has been
revised to clarify that Foreside Management Services, LLC is the Fund’s business manager and administrator.
2. Comment: In the second paragraph on page 6, please clarify what the Fund’s performance being
in a certain quartile means.
Response: The disclosure has been
revised to indicate that 1st quartile performance represents the best performers and 4th quartile performance represents
the worst performers.
3. Comment: In the second paragraph on page 6, please briefly describe the enhancements that will
be made to S2’s compliance program in light of S2 transitioning to become the investment adviser of the Fund.
Response: The disclosure has been
revised to describe enhancements that would support S2 becoming the Fund's valuation designee and the Fund's liquidity risk management
program administrator.
222 North LaSalle Street | Chicago, Illinois 60601
| T +1 312 609 7500 | F +1 312 609 5005
Vedder Price P.C. is affiliated with
Vedder Price LLP, which operates in England and Wales, Vedder Price (CA), LLP, which operates in California, Vedder Price Pte. Ltd., which
operates in Singapore, and Vedder Price (FL) LLP, which operates in Florida.
Alison White
March 28, 2024
Page 2
4. Comment: In the second paragraph under QUORUM and ADJOURNMENT on page 9, the Staff notes that because
the proposal is not a “routine” proposal pursuant to NYSE Rule 452, brokers will not be able to vote on the proposal without
instructions. Therefore, the Staff notes that there should not be any “broker non-votes” in connection with the meeting. Please
update the disclosure to remove the current disclosures regarding broker non-votes and include disclosure that brokers will not have discretionary
voting authority on the proposal and the expected impact that will have on voting and quorum, including that obtaining quorum or achieving
the required vote to approve the proposal may be more difficult.
Response: The disclosure has been
revised as noted by the Staff.
If you have any questions regarding the foregoing, please do not
hesitate to call me at (312) 609-7753.
Very
truly yours,
/s/ John S. Marten
John S. Marten
Shareholder
JSM/mme