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
Confitential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
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)
Payment of Filing Fee )Check the appropriate box)
x No Fee required
Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
Fee paid previously with preliminary materials.
Check box it any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
THE KENILWORTH FUND, INC., WILL DISTRIBUTE COPIES OF ITS
DEFINITIVE PROXY STATEMENT TO SHAREHOLDERS ON FRIDAY,
FEBRUARY 11, 2000.
<PAGE>
KENILWORTH FUND, INC.
NOTICE OF ANNUAL MEETING
TO BE HELD - MARCH 10, 2000
Dear Shareholder:
NOTICE IS HEREBY GIVEN that the Annual Meeting of the Kenilworth
Fund, Inc., (the "Fund") will be held at Maggiano's Little Italy,
516 N. Clark Street, Chicago, Illinois, at 5:30 p.m., on
Friday, March 10, 2000, 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 Grant Thornton
L.L.P as the independent public accountants to
audit and certify financial statements for the Fund's
fiscal year ending December 31, 2000.
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, 2000.
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 10, 2000, 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 10, 2000
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(This Page Intentionally Left Blank)
<PAGE>
PROXY STATEMENT
KENILWORTH FUND, INC.
21 S. Clark Street
Suite 2594, Chicago, Illinois 60603
(312)236-5388
This Proxy Statement, first mailed to shareholders on February
11, 2000, 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 5:30 p.m., on March 10, 2000,
at Maggiano's Little Italy, 516 N. Clark 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 re-submittal 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 10,
2000, there were 572,234.322 shares outstanding held of record by
136 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, 1999, was
sent to shareholders on February 1, 2000. 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., 21 S. Clark Street, Suite 2594, Chicago, Illinois
60603; (312) 236-5388.
INVESTMENT ADVISOR
The Board of Directors has selected Institutional Portfolio
Services, Ltd., ("IPS"), 21 S. Clark Street, 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 2/17/98 Class
<S> <C> <C> <C> <C>
Mohini C. Pai* 1993 Vice-President 13,547.245a 2.37%
65 Inst.Port.Scvs, Ltd.
President Chicago, IL
B. Padmanabha Pai* 1993 President 91,760.722b 16.04%
64 Inst.Port.Scvs, Ltd.
Vice-President Chicago, IL
Savitri P. Pai* 1993 Attorney-at-Law 15,742.375c 2.75%
34 Chicago, IL
Secretary,Treasurer
Kirtna Pai 1993 Principal 15,625.998 2.73%
35 Morgan Stanley & Co.
New York, NY
Dr. Larry A. Sjaastad 1993 Professor of Econ. 3,022.723d 0.53%
64 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".
a824 shares (0.14% of total shares outstanding) held
by Mohini C. Pai's son, Ashok S. Pai.
bB.P. Pai controls 34,774.992 shares (6.08% of total shares
outstanding) held by the Fund's Investment Advisor, Institutional
Portfolio Services, Ltd.
c420.106 shares (0.07% of total shares outstanding) held by
Savitri
P.Pai's husband, Howard B. Randell.
d1,728.718 shares (.30% of total shares outstanding) held by Dr.
Sjaastad's wife, Irene Glasner.
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 five Board of Directors meetings in the year ending
December 31, 1999. Of those directors standing for election, Mr.
B. P.Pai, Mrs. Mohini C. Pai, Dr. Larry A. Sjaastad attended all
five meetings. Ms. Savitri P. Pai attended three meetings, and
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 65 President, since July 1, 1993
B. Padmanabha Pai 64 Vice-President, since July 1, 1993
Savitri P. Pai 34 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. Beginning August 13, 1999, Larry Sjaastad received $50
per Board meeting attended for out-of-pocket costs. These costs
were paid by the Fund's Advisor. The total amount received by
Larry Sjaastad in 1999 was $150. All directors and officers of
the Fund, as a group, own 139,699.063 shares beneficially,
directly and/or indirectly or 24.41% 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 Grant Thornton
L.L.P.("Grant Thornton") as the independent public
accountants to audit and certify financial statements for
the Fund's fiscal year ending December 31, 2000.
Grant Thornton conducted the Fund's financial audit for
the fiscal year ending December 31, 1999. In
connection with the year end custodial and financial audit
functions, Grant Thornton reviews the Fund's Annual
Report to Shareholders and the Fund's annual
registration statement filing with the Securities and
Exchange Commission. Neither Grant Thornton, nor any of
its partners has any direct or indirect financial interest
in the Fund. Grant Thornton does not provide any
non-auditing services to the Fund. For the fiscal years
ending December 31, 1996, 1997 and 1998, the Fund engaged
McGladrey & Pullen, L.L.P. as the Fund's auditor. 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 Grant Thornton 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,
2000. 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 2001. Shareholder proposals may be presented at that
meeting provided they are received by the Fund no later than
November 15, 2000, in accordance with Rule 14a-8(a)(3)(i) 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 10, 2000
The Annual Meeting of the Kenilworth Fund, Inc., will be held on
March 10, 2000, at Maggiano's Little Italy, 516 N. Clark
Street,Chicago, Illinois at 5:30p.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 Grant Thornton L.L.P. as independent public
accountants to audit and certify financial statements for
the Fund's fiscal year ending December 31, 2000.
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, 2000.
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 ______________________, 2000
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 10, 2000.
Please send me a copy of the Fund's most recent annual
report and most recent semi-annual report succeeding the
annual report.
