SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 and Section 20 of the Investment Company Act
of 1940
Filed by the Registrant: Kenilworth Fund, Inc.
Investment Company Act of 1940
File Number 811-7620
Check the appropriate box:
Preliminary Proxy Statement
x Definitive Proxy Statement
Definitive Additional Materials
Soliciting Materials Pursuant to section 240.14a-11(c) or section 240.14a-12
Kenilworth Fund, Inc.
(Name of Registrant as Specified In Its Charter)
Savitri P. Pai
(Name of Person Filing Proxy Statement)
Payment of Filing Fee:
x $125 per Exchange Act Schedule 14A, Item 22(a)(2)
Filing Fee Paid With Filing of Preliminary Proxy Materials.
THE KENILWORTH FUND, INC., WILL DISTRIBUTE COPIES OF ITS DEFINITIVE
PROXY STATEMENT TO SHAREHOLDERS ON WEDNESDAY, FEBRUARY 14, 1996.
<PAGE>
KENILWORTH FUND, INC.
NOTICE OF ANNUAL MEETING
TO BE HELD - MARCH 8, 1996
Dear Shareholder:
NOTICE IS HEREBY GIVEN that the Annual Meeting of the Kenilworth
Fund, Inc., (the "Fund") will be held at the University Club of
Chicago, 76 E. Monroe Street, Chicago, Illinois, at 5:00 p.m., on
Friday, March 8, 1996, for the following purposes:
1. To elect five (5) directors to serve until the next
Annual Meeting of Shareholders or until their successors
are elected and qualified.
2. To ratify or reject the selection of McGladrey & Pullen,
L.L.P as the independent public accountants to audit and
certify financial statements for the Fund's fiscal year
ending December 31, 1996.
3. To ratify or reject the selection of The Aurelius Group,
P.C. as the independent public accountant to conduct
surprise custodial audits of the Fund's securities and
similar investments, pursuant to Rule 17f-2 of the
Investment Company Act of 1940, for the Fund's fiscal
year ending December 31, 1996.
4. To transact such other business as may properly come
before the meeting or any general adjournments thereof.
The Board of Directors has fixed the close of business on February
12, 1996, as the record date for determination of the shareholders
entitled to notice of, and to vote at, the meeting.
IF YOU DO NOT EXPECT TO ATTEND THE MEETING IN PERSON, PLEASE FILL
IN, SIGN AND RETURN THE ENCLOSED PROXY. PROMPT RETURN OF YOUR
PROXY WILL BE APPRECIATED.
BY ORDER OF THE BOARD
Savitri P. Pai, Secretary
Chicago, Illinois
February 14, 1996
<PAGE>
(This Page Intentionally Left Blank)
<PAGE>
PROXY STATEMENT
KENILWORTH FUND, INC.
Suite 2594, Chicago, Illinois 60603
(312)236-5388
This Proxy Statement, first mailed to shareholders on February 14,
1996, is furnished in connection with the solicitation of proxies
by the Board of Directors of the Kenilworth Fund, Inc., (the
"Fund"), to be voted at the annual meeting of shareholders of the
Fund, which will be held at 5:00 p.m., on March 8, 1996, at the
University Club of Chicago, 76 E. Monroe Street, Chicago, Illinois,
for the purposes set forth in the accompanying Notice of Annual
Meeting of Shareholders.
The proxy may be revoked at any time before it is exercised either
by mail notice to the Fund or through resubmittal at a later date.
In addition, any shareholder may vote in person at the meeting as
he chooses, overriding any previously filed proxies.
You are requested to insert your instructions on the enclosed proxy
and then sign, date and return the proxy to the Fund, in the
enclosed, self-addressed, postage paid envelope. The cost of
soliciting proxies will be borne by the Fund.
The shares of the Fund consist entirely of the shares of one class,
all of which have equal voting rights. On February 12, 1996, there
were 435,149 shares outstanding held of record by 75 shareholders
who are entitled to notice of, and to vote at, the meeting. As to
all matters, each share is entitled to one vote.
The Fund's most recent Annual Report dated December 31, 1995, was
sent to shareholders on January 31, 1996. However, the Fund will
furnish, without charge, a copy of the annual report and the most
recent semi-annual report succeeding the annual report upon
request. Please check the box on your Proxy Card if you would like
a copy of the annual and semi-annual report. Or please phone or
write to: Ms. Savi Pai, Secretary, Kenilworth Fund, Inc., One First
National Plaza, Suite 2594, Chicago, Illinois 60603; (312) 236-
5388.
INVESTMENT ADVISOR
The Board of Directors has selected Institutional Portfolio
Services, Ltd., ("IPS"), One First National Plaza, Suite 2594,
Chicago, Illinois, 60603, as the Fund's Investment Advisor. Mr. B.
Padmanabha Pai, Vice-President and a Director of the Fund, is the
principal executive officer, sole shareholder and sole director of
IPS. Mrs. Mohini C. Pai, President and a Director of the Fund, is
the Vice-President of IPS. IPS is primarily engaged in the
business of managing pension funds, personal trusts, university
endowments and funds for wealthy individuals.
<PAGE>
ELECTION OF DIRECTORS
There are five (5) nominees listed below who have consented to
serve as directors, if elected, until the next Annual Meeting of
Shareholders or until their successors are elected and qualified.
Nominees for Election of Directors of Kenilworth Fund, Inc.
<TABLE>
<CAPTION>
Name, Age & Director Principal Occupation Comm.Share % of
Fund Office Since Last Five Years 2/12/96 Class
<S> <C> <C> <C> <C>
Mohini C. Pai* 1993 Vice-President 13,051a 2.99%
61 Inst.Port.Scvs, Ltd.
President Chicago, IL
B. Padmanabha Pai* 1993 President 89,594b 20.59%
60 Inst.Port.Scvs, Ltd.
Vice-President Chicago, IL
Savitri P. Pai* Attorney-at-Law 5,881 1.35%
30 Chicago, IL
Secretary,
Treasurer
Kirthna Pai Associate 7,279 1.67%
31 Morgan Stanley & Co.
New York, NY
Dr. Larry A. Sjaastad Professor of Econ. 1,010c 0.23%
60 Univ. of Chicago
Chicago, IL
</TABLE>
*Directors of the Fund who are "interested persons" as defined in the
Investment Company Act of 1940. Mr. B. Padmanabha Pai and Mrs. Mohini
C. Pai are considered "interested persons" by virtue of their positions
with the Fund's Investment Advisor, Institutional Portfolio Services,
Ltd. Also, officers of the Fund are considered "interested persons".
aIncludes 2,241 shares (0.51% of total shares outstanding) held by Mrs.
Mohini C. Pai's son, Ashok S. Pai.
bMr. B.P. Pai also controls 33,454 shares (7.69% of total shares
outstanding) held by the Fund's Investment Advisor, Institutional
Portfolio Services, Ltd.
cDr. Sjaastad's wife, Irene Glasner, owns 1,010 shares (0.23% of total
shares outstanding).
Mr. B.P. Pai and Ms. Mohini C. Pai are husband and wife. They are the
parents of Ms. Savitri Pai and Ms. Kirthna Pai who are sisters.
<PAGE>
Shareholders have one vote for each share they own for each of five
directors of their choice. All proxies returned to the Fund, except
those specifically marked to withhold authority, will be cast for the
nominees listed above. A majority of the votes cast, when a quorum is
present, will be required to elect each director.
Board Meetings & Committees
There were four Board of Directors meetings in the year ending December
31, 1995. Of those directors standing for election, Mr. B. P. Pai,
Mrs. Mohini C. Pai, Ms. Savitri P. Pai and Dr. Larry A. Sjaastad
attended all meetings; Ms. Kirthna Pai attended one meeting.
The Board acts as a unified body and considers it unnecessary to have
separate committees.
Principal Executive Officers
<TABLE>
<CAPTION>
Name Age Executive Office & Tenure
<S> <C> <C>
Mohini C. Pai 61 President, since July 1, 1993
B. Padmanabha Pai 60 Vice-President, since July 1, 1993
Savitri P. Pai 30 Secretary/Treasurer, since July 1, 1993
</TABLE>
All officers are elected by the Board of Directors for a term of one (1)
year.
Remuneration of Directors and Officers
The Fund has not paid any fees or salaries to its directors or officers.
All directors and officers of the Fund, as a group, own 116,815 shares
beneficially, directly and/or indirectly or 26.83% of the total shares
outstanding. There are no other classes of shares issued.
RATIFICATION OR REJECTION OF SELECTION OF AUDITORS
A. The Board of Directors has selected McGladrey & Pullen, L.L.P.
("McGladrey & Pullen") as the independent public accountants to
audit and certify financial statements for the Fund's fiscal year
ending December 31, 1996.
In connection with the year end custodial and financial audit
functions, McGladrey & Pullen reviews the Fund's Annual Report to
Shareholders and the Fund's filings with the Securities and Exchange
Commission. Neither McGladrey & Pullen, nor any of its partners has
any direct or indirect financial interest in the Fund. McGladrey
& Pullen does not provide any non-auditing services to the Fund.
For the fiscal years ending December 31, 1993, 1994 and 1995, the
Fund engaged Checkers, Simon & Rosner, L.L.P. as the Fund's auditor.
The selection of new auditors for the Fund is due solely to the
significant increase in fees requested by Checkers, Simon & Rosner,
not as a result of any disputes as to accounting practices or
procedures.
A representative of McGladrey & Pullen will not be present at the
meeting unless requested by a shareholder (either in writing or by
telephone) in advance of the meeting. Such requests should be
directed to the Secretary of the Fund.
<PAGE>
B. The Board of Directors has selected The Aurelius Group, P.C. as the
independent public accountant to conduct surprise custodial audits
of the Fund's securities and similar investments pursuant to Rule
17f-2 of the Investment Company Act of 1940, for the Fund's fiscal
year ending December 31, 1996. The Aurelius Group does not have any
direct or indirect financial interest in the Fund. The Aurelius
Group does not provide any non-auditing services to the Fund.
SHAREHOLDER PROPOSALS
The Fund tentatively expects to hold its next annual meeting in March of
1997. Shareholder proposals may be presented at that meeting provided
they are received by the Fund no later than November 15, 1996, in
accordance with Rule 14a-8 under the Securities Exchange Act of 1934
which sets forth certain requirements.
OTHER MATTERS
The Board of Directors knows of no other matters to be presented at the
meeting other than those mentioned above. Should other business come
before the meeting, the proxies will be voted in accordance with the view
of the Board of Directors.
<PAGE>
PROXY - SOLICITED BY THE BOARD OF DIRECTORS
KENILWORTH FUND, INC. - ANNUAL MEETING OF SHAREHOLDERS
March 8, 1996
The Annual Meeting of the Kenilworth Fund, Inc., will be held on March
8, 1996, at the University Club of Chicago, 76 E. Monroe Street, Chicago,
Illinois at 5:00p.m. The undersigned hereby appoints Savitri P. Pai and
Mohini C. Pai as proxies to represent and to vote all shares of stock of
the undersigned in Kenilworth Fund, Inc., at the annual meeting of
shareholders and all adjournments thereof, with all powers the
undersigned would possess if personally present, upon the matters
specified below:
SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED: IF NO
DIRECTION IS INDICATED AS TO A PROPOSAL, THE PROXIES SHALL VOTE FOR SUCH
PROPOSAL. THE PROXIES MAY VOTE AT THEIR DISCRETION ON ANY OTHER MATTER
WHICH MAY PROPERLY COME BEFORE THE MEETING.
The Board of Directors recommends that you vote FOR on all items.
1. Election of Directors
For all nominees listed except as marked to the contrary below.
WITHHOLD AUTHORITY to vote for all nominees.
Instruction: To withhold authority to vote for any individual
nominee, strike a line through the nominee's name in the following
list:
Mohini C. Pai B. Padmanabha Pai Savitri P. Pai
Dr. Larry A. Sjaastad Kirthna Pai
2. Proposal to ratify the selection by the Board of Directors of
McGladrey & Pullen, L.L.P. as independent public accountants to
audit and certify financial statements for the Fund's fiscal year
ending December 31, 1996.
FOR AGAINST ABSTAIN
3. Proposal to ratify the selection by the Board of Directors of The
Aurelius Group, P.C. as the independent public accountant to conduct
surprise custodial audits of securities and similar investments for
the Fund's fiscal year ending December 31, 1996
FOR AGAINST ABSTAIN
Please mark, date, sign and return the proxy promptly, using the
enclosed envelope. For joint registration, both parties must sign.
Shareholder's Signature
Shareholder's Signature
Dated ______________________, 1996
Please review your address and note any correction to the left of
your signature.
I (We) will will not attend the Annual Shareholder's
Meeting on Friday, March 8, 1996.
Please send me a copy of the Fund's most recent annual report
and most recent semi-annual report succeeding the annual
report.
<PAGE>
