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)
THE KENILWORTH FUND, INC., WILL DISTRIBUTE COPIES OF ITS
DEFINITIVE PROXY STATEMENT TO SHAREHOLDERS ON TUESDAY,
FEBRUARY 25, 1997.
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KENILWORTH FUND, INC.
NOTICE OF ANNUAL MEETING
TO BE HELD - MARCH 14, 1997
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 6:00 p.m., on
Friday, March 14, 1997, 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, 1997.
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, 1997.
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 24, 1997, 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
/s/ Savi Pai
Savitri P. Pai, Secretary
Chicago, Illinois
February 24, 1997
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(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
25, 1997, 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 6:00 p.m., on March 14, 1997, 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 24, 1997,
there were 486,904 shares outstanding held of record by 91 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, 1996, was
sent to shareholders on January 27, 1997. 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 2/24/97 Class
<S> <C> <C> <C> <C>
Mohini C. Pai* 1993 Vice-President 15,997a 3.29%
62 Inst.Port.Scvs, Ltd.
President Chicago, IL
B. Padmanabha Pai* 1993 President 92,911b 19.08%
61 Inst.Port.Scvs, Ltd.
Vice-President Chicago, IL
Savitri P. Pai* 1993 Attorney-at-Law 8,249 1.69%
31 Chicago, IL
Secretary,Treasurer
Kirtna Pai 1993 Vice-President 11,510 2.36%
32 Morgan Stanley & Co.
New York, NY
Dr. Larry A. Sjaastad 1993 Professor of Econ. 1,665c 0.34%
61 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 4,542 shares (0.93% of total shares outstanding) held
by Mrs. Mohini C. Pai's son, Ashok S. Pai.
bMr. B.P. Pai also controls 33,490 shares (6.88% of total shares
outstanding) held by the Fund's Investment Advisor, Institutional
Portfolio Services, Ltd.
cDr. Sjaastad's wife, Irene Glasner, owns 1,665 shares (0.34% 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. Kirtna 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, 1996. Of those directors standing for election, Mr. B. P.
Pai, Mrs. Mohini C. Pai, and Dr. Larry A. Sjaastad attended all meetings;
Ms. Savitri Pai attended three meetings; Ms. Kirtna Pai did not
attend any meetings.
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 62 President, since July 1, 1993
B. Padmanabha Pai 61 Vice-President, since July 1, 1993
Savitri P. Pai 31 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 130,332
shares beneficially, directly and/or indirectly or 26.77% 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, 1997.
McGladrey & Pullen conducted the Fund's financial audit for
the 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 annual
registration statement filing 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.
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, 1997. 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 1998. Shareholder proposals may be presented at that meeting
provided they are received by the Fund no later than November 15, 1997, 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 14, 1997
The Annual Meeting of the Kenilworth Fund, Inc., will be held on
March 14, 1997, at the University Club of Chicago, 76 E. Monroe Street,
Chicago, Illinois at 6:00p.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 Kirtna 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, 1997.
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, 1997
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 ______________________, 1997
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 14, 1997.
Please send me a copy of the Fund's most recent annual
report and most recent semi-annual report succeeding the
annual report.
