INVESTMENT ADVISORY AGREEMENT
THIS INVESTMENT ADVISORY 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 the "Investment Adviser").
WITNESSETH:
WHEREAS, the Fund engages in the business of investing and
reinvesting its assets and property in various stocks and
securities, and the Investment Adviser engages in the business
of providing investment advisory services,
NOW THEREFORE, 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 the Investment Adviser, for
the period set forth in Paragraph 8 hereof, and on the terms
set forth herein, to render investment advisory services to the
Fund, subject to the supervision and direction of the Board of
Directors of the Fund. The Investment Adviser hereby accepts
such employment and agrees, during such period, to render the
investment advisory services and assume the obligations herein
set forth, for the compensation provided. The Investment
Adviser, 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 a compensation for the investment advisory
services to be rendered to the Fund by the Investment Adviser
under the provisions of this Agreement, the Fund shall pay to
the Investment Adviser a monthly fee equal to one-twelfth of
one percent per month (the equivalent of 1% per annum) of the
daily average net assets of the Fund during the month. The
first payment of the fee hereunder shall be prorated on a daily
basis from the date this Agreement takes effect.
3. It is expressly understood and agreed that the
investment advisory services to be rendered by the Investment
Adviser to the Fund under the provisions of this Agreement are
not to be deemed to be exclusive, thus, the Investment Adviser
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 the Investment Adviser as directors,
officers, employees, agents and shareholders, and that
directors, officers, employees, agents and shareholders of the
Investment Adviser 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 the Investment
Adviser may continue as directors, officers, employees, agents
and shareholders of the Fund; that the Investment Adviser, its
directors, officers, employees, agents and shareholders may
engage in other business, may render investment advisory
services to other investment companies, or to any other
corporation, association, firm or individual, may render
underwriting services to the Fund, or to any other investment
company, corporation, firm or individual.
5. The Adviser agrees to provide the Fund office space
and personnel. The Adviser also agrees to pay the salaries of
those of the Fund's employees, officers, and directors who are
also employees, officers, and/or directors of the Adviser, all
executive salaries and executive expenses, and charges for all
clerical services relating to the Fund's investments and all
promotional expenses of the Fund, including the printing and
mailing of the prospectus to other than current shareholders.
The Fund agrees to pay all of its other costs and expenses
including interest, taxes, salaries of its employees, fees of
directors who are not employees, officers or directors of the
Adviser, administrative expenses related directly to the
issuance and redemption of shares, costs of printing and
mailing reports and notices to shareholders, charges for
auditing services and legal services, and other fees and
commissions of every kind not expressly assumed by the Adviser.
6. The Fund's expenses are limited by an excess
reimbursement expense. If the annual operating and management
expenses, not including taxes and interest, exceeds 1.7% of the
average net assets of the Fund, the Adviser will reimburse the
Fund for any such excess on a yearly
basis.
7. The Investment Adviser 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 the Investment Adviser 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, Investment Adviser against
any liability to Fund or to its shareholders to which
Investment Adviser 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.
8. This Agreement shall continue in effect until
May 31, 2001, 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.
9. 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. The contract
will automatically terminate in the event of its assignment by
the Investment Adviser (within the meaning of the Investment
Company Act of 1940), which shall be deemed to include a
transfer of control of the Investment Adviser. 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 the
Investment Adviser the fee provided in Paragraph 2 hereof,
prorated to the date of termination.
10. This Agreement shall not be assigned by the Fund
without prior written consent thereto of the Investment
Adviser. This Agreement shall terminate automatically in the
event of its assignment by the Investment Adviser unless an
exemption from such automatic termination is granted by order
or rule of the Securities and Exchange Commission.
11. The Investment Advisor hereby assures the Fund that
the initial capital investment of $100,000 made by the
Investment Advisor is made for investment purposes, and the
Investment Advisor does not have any present intention of
redeeming or reselling its investment.
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
26th day of December, 1998.
KENILWORTH FUND, INC.
Attest: By /s/Xxxxxx X. Xxx
/s/Xxxxxxx Xxx
President
INSTITUTIONAL PORTFOLIO SERVICES, LTD.
Attest: By /s/ B. Xxxxxxxxxx Xxx
/s/ Xxxxxx Xxxxxxx
President
