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 $40,000
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, 1998, 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 26th day of December, 1998
KENILWORTH FUND, INC.
Attest: /s/Xxxxxx X. Xxxxxxx By:/s/ Xxxxxx X. Xxx
President
INSTITUTIONAL PORTFOLIO SERVICES, LTD.
By:/s/ B. Xxxxxxxxxx Xxx
President
