ADMINISTRATIVE AND MANAGEMENT SERVICES AGREEMENT
THIS ADMINISTRATIVE AND MANAGEMENT SERVICES AGREEMENT
(hereinafter referred to as the
"AGREEMENT"), is made by and between the KENILWORTH FUND, INC.,
an Illinois Corporation,
(hereinafter called the "Fund") and INSTITUTIONAL PORTFOLIO
SERVICES, LTD., an Illinois Corporation
(hereinafter called "IPS").
WITNESSETH:
IN CONSIDERATION of the mutual covenants herein contained, each
of the parties hereto intending to be
legally bound, it is agreed as follows:
1. The Fund hereby employs IPS, for the period set forth
in Paragraph 7 hereof, and on the terms
set forth herein, to render administrative and management
services to the Fund. IPS hereby accepts such
employment and agrees, during such period, to render the
administrative and management services and assume
the obligations herein set forth, for the compensation provided.
IPS, unless otherwise expressly provided and
authorized, has no authority to act for or represent the Fund in
any way, or in any way be deemed an agent of
the Fund.
2. As compensation for the administrative and management
services to be rendered to the Fund
by IPS under the provisions of this Agreement, the Fund shall pay
to IPS the sum of $30,000 annually, to be paid
on an annual basis.
3. It is expressly understood and agreed that the
administrative and management services to be
rendered by IPS to the Fund under the provisions of this
Agreement are not to be deemed exclusive, thus, IPS
shall be free to render similar or different services to others
so long as its ability to render the services provided
for in this Agreement shall not be impaired thereby.
4. It is understood and agreed that directors, officers,
employees, agents and shareholders of the
Fund may be interested in IPS as directors, officers, employees,
agents and shareholders, and that directors,
officers, employees, agents and shareholders of IPS may be
interested in the Fund, as directors, officers,
employees, agents and shareholders or otherwise. Specifically,
it is understood and agreed that directors, officers,
employees, agents and shareholders of IPS may continue as
directors, officers, employees, agents and
shareholders of the Fund; that IPS, its directors, officers,
employees, agents and shareholders may render
administrative and management services to other investment
companies, or to any other corporation, association,
firm or individual.
5. IPS agrees to perform recordkeeping, bookkeeping,
accounting, data processing, computer
software and development and other operations management services
for the Fund. IPS will not conduct any
transfer agent or custodian activities of the Fund.
6. IPS shall give the Fund the benefit of its best
judgment and efforts in rendering these services,
and the Fund agrees as an inducement to the undertaking of these
services that IPS shall not be liable hereunder
for any mistake of judgment or any event whatsoever, provided
that nothing herein shall be deemed to protect,
or purport to protect, IPS against any liability to Fund or to
its shareholders to which IPS would otherwise be
subject by reason of wilful misfeasance, bad faith or gross
negligence in the performance of duties hereunder,
or by reason of reckless disregard of obligations and duties
hereunder.
7. This Agreement shall continue in effect until December
31, 1997, and, thereafter, only so long
as such continuance is approved at least annually by votes of the
Fund's Board of Directors, cast in person at
a meeting called for the purpose of voting on such approval,
including the votes of a majority of the Directors
who are not parties to such agreement or interested persons of
any such party.
8 This Agreement may be terminated at any time upon 60
days' prior written notice, without the
payment of any penalty, by the Fund's Board of Directors or by
vote of a majority of the outstanding voting
securities of the Fund. Upon the termination of this Agreement,
the obligations of all the parties hereunder shall
cease and terminate as of the date of such termination, except
for any obligation to respond for a breach of this
Agreement committed prior to such termination and except for the
obligation of the Fund to pay to IPS the fee
provided in Paragraph 2 hereof, prorated to the date of
termination.
9. This Agreement shall not be assigned by the Fund
without prior written consent thereto of IPS.
IN WITNESS WHEREOF, the parties hereto have caused their
corporate seals to be affixed and duly attested
and their presence to be signed by their duly authorized officers
this 29th day of December, 1996.
KENILWORTH FUND, INC.
Attest: /s/ Xxxxxx X. Xxxxxxx By: /s/ Xxxxxx X. Xxx
President
INSTITUTIONAL PORTFOLIO SERVICES, LTD.
By: /s/ B. Xxxxxxxxxx Xxx
President
