SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-1A
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 ( X )
Amendment No. 2 (X)
KIEWIT INVESTMENT TRUST
(Exact Name of Registrant as Specified in Charter)
1000 Kiewit Plaza, Omaha, NE 68131-3374
(Address of Principal Executive Offices (Zip Code)
Registrant's Telephone Number, Including Area Code (402) 342-2052
Kenneth D. Gaskins, Esq., 1000 Kiewit Plaza, Omaha, NE 68131-3374
(Name and Address of Agent for Service of Process)
_______________
Please Send Copy of Communications to:
Joseph V. Del Raso, Esq.
Stradley, Ronon, Stevens & Young, LLP
2600 One Commerce Square
Philadelphia, PA 19103
KIEWIT INVESTMENT TRUST
Kiewit Money Market Series
Kiewit Government Money Market Series
Kiewit Short-Term Government Series
Kiewit Intermediate-Term Bond Series
Kiewit Tax-Exempt Series
Kiewit Equity Series
FORM N-1A, Part A:
Responses to Items 1 through 3 have been omitted pursuant to
paragraph 4 of Instruction F of the General Instructions to Form
N-1A.
Item 4. General Description of Registrant
(a)(i) Kiewit Investment Trust (the "Trust") is an open-end
management investment company organized as a Delaware business
trust on January 23, 1997 and registered under the Investment
Company Act of 1940 (the "1940 Act"). The Trust issues six
series, each of which operates as a diversified, open-end
management investment company and represents a separate class of
the Trust's shares of beneficial interest: Kiewit Money Market
Series, Kiewit Government Money Market Series, Kiewit Short-Term
Government Series, Kiewit Intermediate-Term Bond Series, Kiewit
Tax-Exempt Series, and Kiewit Equity Series (referred to herein
collectively as the "Series" and individually as a "Series").
Kiewit Investment Management Corp. (the "Manager") serves as
investment manager of each Series.
The investment objectives, policies and investment limitations of
each Series are set forth below. The investment objective of
each Series is not fundamental and may be changed by the Board of
Trustees without shareholder approval. The Trust sells its
shares to institutional investors only. Shares of each Series
may be issued for cash and/or securities in which a Series is
authorized to invest. In addition, when acquiring securities
from an institutional investor in consideration of the issuance
of its shares, a Series may accept securities from the transferor
which it would not otherwise purchase pursuant to its investment
policies, as described below. Any such acquisition would be very
small in relation to the then total current value of the assets
acquired by a Series in any such transaction.
(a)(ii) Investment Objectives and Policies
Kiewit Money Market Series
The investment objective of the Kiewit Money Market Series is to
provide high current income while maintaining a stable share
price by investing in short-term money market securities. The
Series invests in U.S. dollar-denominated money market
instruments that mature in 13 months or less, maintains an
average weighted maturity of 90 days or less and limits its
investments to those which the Board of Trustees determines
present minimal credit risks.
The Series will invest in the following money market obligations
issued by financial institutions, nonfinancial corporations, and
the U.S. Government, state and municipal governments and their
agencies or instrumentalities:
(1) United States Treasury obligations including bills, notes,
bonds and other debt obligations issued by the United States
Treasury. These securities are backed by the full faith and
credit of the U.S. Government.
(2) Obligations of agencies and instrumentalities of the U.S.
Government which are supported by the full faith and credit
of the U.S. Government, such as securities of the Government
National Mortgage Association, or which are supported by the
right of the issuer to borrow from the U.S. Treasury, such
as securities issued by the Federal Financing Bank; or which
are supported by the credit of the agency or instrumentality
itself, such as securities of Federal Farm Credit Banks.
(3) Repurchase agreements that are fully collateralized by the
securities listed in (1) and (2) above.
(4) Commercial paper rated in the highest category of short-term
debt ratings of any two Nationally Recognized Statistical
Ratings Organizations ("NRSROs"), (such as Moody's Investor
Services, Inc. and Standard & Poor's Rating Services) or, if
unrated, issued by a corporation having outstanding
comparable obligations that are rated in the highest
category of short-term debt ratings.
(5) Corporate obligations having a remaining maturity of 397
calendar days or less, issued by corporations having
outstanding comparable obligations that are (a) rated in the
two highest categories of any two NRSROs or (b) rated no
lower than the two highest long-term debt ratings categories
by any NRSRO.
(6) Obligations of U.S. banks, such as certificates of deposit,
time deposits and bankers' acceptances. The banks must have
total assets exceeding $1 billion.
(7) Short-term Eurodollar and Yankee obligations of banks having
total assets exceeding one billion dollars. Eurodollar bank
obligations are dollar-denominated certificates of deposit
or time deposits issued outside the U.S. capital markets by
foreign branches of U.S. banks or by foreign banks; Yankee
bank obligations are dollar-denominated obligations issued
in the U.S. capital markets by foreign banks.
The Series will not invest more than 5% of its total assets in
the securities of a single issuer. With respect to any security
rated in the second highest rating category by an NRSRO, the
Series will not invest more than (i) 1% of its total assets in
such securities issued by a single issuer and (ii) 5% of its
total assets in such securities of all issuers. Up to 10% of the
Series' net assets may be invested in "restricted" and other
illiquid money market securities, which are not freely marketable
under the Securities Act of 1933 (the "1933 Act").
The Series may invest in repurchase agreements. A repurchase
agreement is a means of investing monies for a short period. In
a repurchase agreement, a seller--a U.S. commercial bank or
recognized U.S. securities dealer--sells securities to the Series
and agrees to repurchase the securities at the Series' cost plus
interest within a specified period (normally one day). In these
transactions, the securities purchased by the Series will have a
total value equal to or in excess of the value of the repurchase
agreement, and will be held by the Series' custodian bank until
repurchased. Under the 1940 Act, a repurchase agreement is
deemed to be the loan of money by the Series to the seller,
collateralized by the underlying securities.
Eurodollar and Yankee obligations are subject to the same risks
that pertain to domestic issues, notably credit risk, market risk
and liquidity risk. Additionally, Eurodollar (and to a limited
extent, Yankee) obligations are subject to certain sovereign
risks. One such risk is the possibility that a foreign
government might prevent dollar-denominated funds from flowing
across its borders. Other risks include: adverse political and
economic developments in a foreign country; the extent and
quality of government regulation of financial markets and
institutions; the imposition of foreign withholding taxes; and
expropriation or nationalization of foreign issuers. However,
Eurodollar and Yankee obligations will undergo the same credit
analysis as domestic issues in which the Series invests, and
foreign issuers will be required to meet the same tests of
financial strength as the domestic issuers approved for the
Series.
Kiewit Government Money Market Series
The investment objective of the Kiewit Government Money Market
Series is to provide as high a level of current income as is
consistent with maintaining a stable share price and a rating in
the highest category of short-term debt ratings by an NRSRO by
investing in securities issued by the U.S. government, its
agencies or instrumentalities. The Series invests in U.S.
dollar-denominated money market instruments that mature in 13
months or less and will maintain an average weighted maturity of
60 days or less.
The Series will invest in the following money market obligations
issued by the U.S. government, its agencies or instrumentalities:
(1) United States Treasury obligations including bills, notes,
bonds and other debt obligations issued by the United States
Treasury. These securities are backed by the full faith and
credit of the United States government
(2) Obligations of agencies and instrumentalities of the U.S.
Government which are supported by the full faith and credit
of the U.S. Government, such as securities of the Government
National Mortgage Association, or which are supported by the
right of the issuer to borrow from the U.S. Treasury, such
as securities issued by the Federal Financing Bank; or which
are supported by the credit of the agency or instrumentality
itself, such as securities of Federal Farm Credit Banks.
(3) Repurchase agreements that are fully collateralized by the
securities listed in (1) and (2) above.
The Series has and will maintain an AAAm credit rating from
Standard & Poor's Rating Group. The AAAm credit rating indicates
that the Series is composed exclusively of investments that are
rated AAA and/or eligible short-term investments.
The Series may invest in repurchase agreements. A repurchase
agreement is a means of investing monies for a short period. In
a repurchase agreement, a seller--a U.S. commercial bank or
recognized U.S. securities dealer--sells securities to the Series
and agrees to repurchase the securities at the Series' cost plus
interest within a specified period (normally one day). In these
transactions, the securities purchased by the Series will have a
total value equal to or in excess of the value of the repurchase
agreement, and will be held by the Series' custodian bank until
repurchased. Under the 1940 Act, a repurchase agreement is
deemed to be the loan of money by the Series to the seller,
collateralized by the underlying securities.
Kiewit Short-Term Government Series
The investment objective of the Kiewit Short-Term Government
Series is to provide investors with as high a level of current
income as is consistent with the maintenance of principal and
liquidity. The Series invests at least 65% of its assets in U.S.
Treasury securities and U.S. Government agency securities. The
Series may also invest in repurchase agreements collateralized by
U.S. Treasury or U.S. Government agency securities. In an effort
to minimize fluctuations in market value, the Series will
maintain a dollar weighted-average maturity between one and three
years.
U.S. Government agency securities are debt obligations of
agencies and instrumentalities of the U.S. Government which are
supported by the full faith and credit of the U.S. Government,
such as securities of the Government National Mortgage
Association; or which are supported by the right of the issuer to
borrow from the U.S. Treasury, such as securities issued by the
Federal Financing Bank; or which are supported by the credit of
the agency or instrumentality itself, such as securities of
Federal Farm Credit Banks.
Kiewit Intermediate-Term Bond Series
The investment objective of the Kiewit Intermediate-Term Bond
Series is to provide as high a level of current income as is
consistent with reasonable risk. It seeks to achieve its
objective by investing substantially all of its total assets in a
diversified portfolio of the following investment grade debt
securities: U.S. Treasury and U.S. Government agency securities,
mortgage-backed securities, asset-backed securities and corporate
bonds. The Series may also invest in repurchase agreements
collateralized by U.S. Treasury and U.S. Government agency
securities and other short-term debt securities. Under normal
circumstances, the Series will have an average effective maturity
(i.e., the market value weighted average time to repayment of
principal) of between three and ten years.
Debt securities rated by an NRSRO, in the lowest investment grade
debt category, have speculative characteristics; a change in
economic conditions could lead to a weakened capacity of the
issuer to make principal and interest payments. To the extent
that the rating of a debt obligation held by the Series falls
below investment grade, the Series, as soon as practicable, will
dispose of the security, unless such disposal would be
detrimental to the Series in light of market conditions.
The Series may invest in both fixed and variable or floating rate
instruments. Variable and floating rate securities bear interest
at rates which vary with changes in specified market rates or
indices, such as a Federal Reserve composite index. The interest
rate on these securities may be reset daily, weekly, quarterly or
some other reset period, and may have a floor or ceiling on
interest rate changes. There is a risk that the current interest
rate on such securities may not accurately reflect existing
market interest rates. Some of these securities carry a demand
feature which permits the Series to sell them during a
predetermined time period at par value plus accrued interest.
The demand feature is often backed by a credit instrument, such
as a letter of credit, or by a creditworthy insurer. The Series
may rely on such instrument or the creditworthiness of the
insurer in purchasing a variable or floating rate security.
Kiewit Tax-Exempt Series
The investment objective of the Kiewit Tax-Exempt Series is to
provide as high a level of current income exempt from federal
income tax as is consistent with reasonable risk. Because of
this emphasis, capital appreciation is not an investment
objective. The Series pursues its objective by investing
primarily in municipal obligations whose interest is, in the
opinion of counsel to the issuer, exempt from federal income tax.
As a fundamental policy, the Series will normally invest at
least 80% of its net assets in securities the interest on which
is exempt from federal income tax, including the alternative
minimum tax. However, the Series may invest up to 20% of its net
assets in municipal securities, the interest on which is a
preference item for purposes of the federal alternative minimum
tax ("AMT bonds"). When the Manager is unable to locate
investment opportunities with desirable risk/reward
characteristics, the
Series may invest up to 20% of its net assets in the following:
cash, cash equivalent short-term obligations, certificates of
deposit, commercial paper, obligations issued or guaranteed by
the U.S. Government or any of its agencies or instrumentalities,
and repurchase agreements.
Municipal obligations are issued by states, territories and
possessions of the United States and the District of Columbia and
their political subdivisions, agencies and instrumentalities to
raise money for various public purposes. Municipal obligations
consist of general obligation bonds, revenue bonds and notes.
General obligation bonds are backed by the issuer's pledge of its
full faith, credit and taxing power for the payment of principal
and interest and are considered the safest type of municipal
investment. Revenue bonds are backed by revenues derived from a
specific project, facility or revenue source. At times, the
Series may invest more than 25% of the value of its assets in
industrial development bonds, a type of revenue bond. Although
issued by a public authority, some industrial revenue bonds may
be backed only by the credit and security of a private issuer and
may involve greater credit risk. Municipal notes are issued to
finance short-term capital needs of a municipality and include
tax and revenue anticipation notes, bond anticipation notes and
commercial paper. Municipal obligations bear fixed, floating and
variable rates of interest.
AMT bonds are tax-exempt "private activity" bonds issued after
August 7, 1986, whose proceeds are directed at least in part to a
private, for-profit organization. While the income from AMT
bonds is exempt from regular federal income tax, it is a tax
preference item for purposes of the alternative minimum tax. The
alternative minimum tax is a special separate tax that applies to
a limited number of taxpayers who have certain adjustments to
income or tax preference items.
The Series also may invest up to 5% of its total assets in the
following municipal-based obligations: municipal lease
obligations, inverse floaters, tender option bonds, when-issued
securities and zero coupon bonds. See Item 13 below for a
discussion of these types of investments.
The Series may invest in the various types of municipal
securities in any proportion. Although the Series does not
currently intend to do so on a regular basis, it may invest more
than 25% of its assets in tax-exempt securities that are
repayable out of revenue streams generated from economically
related projects or facilities, if such investment is deemed
necessary or appropriate by the Manager. To the extent that the
Series' assets are concentrated in tax-exempt securities payable
from revenues on economically related projects and facilities,
the Series will be subject to the risks presented by such
projects to a greater extent than it would be if the Series'
assets were not so concentrated.
The Series will invest only in investment grade obligations, or
if unrated, in obligations that the Manager determines to be of
comparable quality. The Series will have an average effective
maturity (i.e., the market value weighted average time to
repayment of principal) of between three and ten years.
Kiewit Equity Series
The investment objective of the Kiewit Equity Series is to
achieve long-term capital appreciation. The Series invests
primarily in a diversified portfolio of equity securities,
including common stocks, preferred stocks and securities
convertible into common stock, which, in the Manager's opinion,
are undervalued in the marketplace at the time of purchase.
Dividend income is an incidental consideration compared to growth
in capital. In selecting securities for the Series, the Manager
may evaluate factors it believes are likely to affect long-term
capital appreciation such as the issuer's background, industry
position, historical returns on equity and experience and
qualifications of the management team. The Manager may rotate
the Series' holdings among various market sectors based on
economic analysis of the overall business cycle. Under normal
conditions, at least 65 percent of the Series' net assets will be
invested in equity securities.
The Series invests in equity securities only if they are listed
on registered exchanges or actively traded in the over-the-
counter market. Under normal circumstances the Series, to the
extent not invested in the securities described above, may invest
in investment grade securities issued by corporations and U.S.
Government securities. In order to meet liquidity needs, the
Series may hold cash reserves and invest in money market
instruments (including securities issued or guaranteed by the
U.S. Government, its agencies or instrumentalities, repurchase
agreements, certificates of deposit and bankers' acceptances
issued by banks or savings and loan associations, and commercial
paper) rated at time of purchase in the top two categories by an
NRSRO or determined to be of comparable quality by the Manager at
the time of purchase.
The Series may also purchase and sell American Depository
Receipts ("ADRs"). ADRs are receipts typically issued by a U.S.
bank or trust company which evidence ownership of underlying
securities issued by a foreign corporation. Generally, ADRs in
registered form are designed for use in the U.S. securities
markets. The Series may invest in ADRs through "sponsored" or
"unsponsored" facilities. A sponsored facility is established
jointly by the issuer of the underlying security and a
depository, whereas a depository may establish an unsponsored
facility without participation of the issuer of the deposited
security. The Series does not consider any ADR purchase to be
foreign. Holders of unsponsored ADRs generally bear all the
costs of such facilities and the depository of an unsponsored
facility frequently is under no obligation to distribute
shareholder communications received from the issuer of the
deposited security or to pass through voting rights to the
holders of such receipts in respect of the deposited securities.
Therefore, there may not be a correlation between information
concerning the issuer of the security and the market value of an
unsponsored ADR.
The Series may invest in convertible securities issued by U.S.
companies. Convertible debentures include corporate bonds and
notes that may be converted into or exchanged for common stock.
These securities are generally convertible either at a stated
price or a stated rate (that is, for a specific number of shares
of common stock or other security). As with other fixed income
securities, the price of a convertible debenture to some extent
varies inversely with interest rates. While providing a fixed-
income stream, a convertible debenture also affords the investor
an opportunity, through its conversion feature, to participate in
the capital appreciation of the common stock into which it is
convertible. Common stock acquired by the Series upon conversion
of a convertible debenture will generally be held for so long as
the Manager anticipates such stock will provide the Series with
opportunities which are consistent with the Series' investment
objective and policies.
For temporary defensive purposes when the Manager determines that
market conditions warrant, the Series may invest up to 100% of
its assets in the money market instruments described above and
other short-term debt instruments that are rated, at the time of
purchase, investment grade, and may hold a portion of its assets
in cash.
Item 4(b) Other Investment Policies
Other Registered Investment Companies: Each Series reserves the
right to invest in the shares of other registered investment
companies. By investing in shares of investment companies, a
Series would indirectly pay a portion of the operating expenses,
management expenses and brokerage costs of such companies as well
as the expense of operating the Series. Thus, the Series'
investors may pay higher total operating expenses and other costs
than they might pay by owning the underlying investment companies
directly. The Manager will attempt to identify investment
companies that have demonstrated superior management in the past,
thus possibly offsetting these factors by producing better
results and/or lower expenses than other investment companies
with similar investment objectives and policies. There can be no
assurance that this result will be achieved. However, the
Manager will waive its advisory fee with respect to the assets of
a Series invested in other investment companies, to the extent of
the advisory fee charged by any investment adviser to such
investment company. In addition, the 1940 Act limits investment
by a Series in shares of other investment companies to no more
than 10% of the value of the Series' total assets.
Securities Loans: Each Series may lend securities to qualified
brokers, dealers, banks and other financial institutions for the
purpose of earning additional income. While a Series may earn
additional income from lending securities, such activity is
incidental to the investment objective of a Series. The value of
securities loaned may not exceed 33 1/3% of the value of a
Series' total assets. In connection with such loans, a Series
will receive collateral consisting of cash or U.S. Government
securities, which will be maintained at all times in an amount
equal to at least 100% of the current market value of the loaned
securities. In addition, the Series will be able to terminate the
loan at any time, will retain the authority to vote the loaned
securities and will receive reasonable interest on the loan, as
well as amounts equal to any dividends, interest or other
distributions on the loaned securities. In the event of the
bankruptcy of the borrower, the Trust could experience delay in
recovering the loaned securities. Management believes that this
risk can be controlled through careful monitoring procedures.
Reverse Repurchase Agreements: A Series may enter into reverse
repurchase agreements with banks and broker-dealers. Reverse
repurchase agreements involve sales by a Series of its assets
concurrently with an agreement by the Series to repurchase the
same assets at a later date at a fixed price. A Series will
establish a segregated account with its custodian bank in which
it will maintain cash or liquid securities equal in value to its
obligations with respect to reverse repurchase agreements.
Options: The Kiewit Short-Term Government Series, Kiewit
Intermediate-Term Bond Series and Kiewit Equity Series each may
sell and/or purchase exchange-traded call options and purchase
exchange-traded put options on securities in their portfolios.
Options will be used to generate income and to protect against
price changes and will not be engaged in for speculative
purposes. The aggregate value of option positions may not exceed
10% of each Series' net assets as of the time the Series enters
into such options.
A put option gives the purchaser of the option the right to sell,
and the writer the obligation to buy, the underlying security at
any time during the option period. A call option gives the
purchaser of the option the right to buy, and the writer of the
option the obligation to sell, the underlying security at any
time during the option period. The premium paid to the writer is
the consideration for undertaking the obligations under the
option contract. There are risks associated with option
transactions including the following: (i) the success of an
options strategy may depend on the ability of the Manager to
predict movements in the prices of the individual securities,
fluctuations in markets and movements in interest rates; (ii)
there may be an imperfect correlation between the changes in
market value of the securities held by a Series and the prices of
options; (iii) there may not be a liquid secondary market for
options; and (iv) while a Series will receive a premium when it
writes covered call options, it may not participate fully in a
rise in the market value of the underlying security.
Item 4(c) Risk Factors - All Series
Each Series has reserved the right to borrow amounts not
exceeding 33% of its net assets for the purposes of making
redemption payments. When advantageous opportunities to do so
exist, a Series may also borrow amounts not exceeding 5% of the
value of the Series' net assets for the purpose of purchasing
securities. Such purchases can be considered to result in
"leveraging", and in such circumstances, the net asset value of
the Series may increase or decrease at a greater rate than would
be the case if the Series had not leveraged. A Series would
incur interest on the amount borrowed and if the appreciation and
income produced by the investments purchased when the Series has
borrowed are less than the cost of borrowing, the investment
performance of the Series may be further reduced as a result of
leveraging.
In addition, each Series may invest in repurchase agreements and
reverse repurchase agreements. The use of repurchase agreements
involves certain risks. For example, if the seller of the
agreement defaults on its obligation to repurchase the underlying
securities at a time when the value of these securities has
declined, a Series may incur a loss upon disposition of them. If
the seller of the agreement becomes insolvent and subject to
liquidation or reorganization under the bankruptcy code or other
laws, a bankruptcy court may determine that the underlying
securities are collateral not within the control of the Series
and therefore subject to sale by the trustee in bankruptcy.
Finally, it is possible that a Series may not be able to
substantiate its interest in the underlying securities. While
the Trust's management acknowledges these risks, it is expected
that they can be controlled through stringent security selection
and careful monitoring. Reverse repurchase agreements involve
the risk that the market value of the securities retained by the
Series may decline below the price of the securities the Series
has sold but is obligated to repurchase under the agreement. In
the event the buyer of securities under a reverse repurchase
agreement files for bankruptcy or become insolvent, the Series'
use of the proceeds of the agreement may be restricted pending a
determination by the other party, or its trustee or receiver,
whether to enforce the Series' obligation to repurchase the
securities. Reverse repurchase agreements are considered
borrowings by the Series and as such are subject to the
investment limitations discussed above.
The mortgage-backed and asset-backed securities in which the
Kiewit Intermediate-Term Bond Series may invest differ from
conventional bonds in that principal is paid back over the life
of the security rather than at maturity. As a result, the holder
of those types of securities (the Series) receives monthly
scheduled payments of principal and interest, and may receive
unscheduled principal payments representing prepayments on the
underlying mortgages or assets. Such prepayments occur more
frequently during periods of declining interest rates. When the
holder reinvests the payments and any unscheduled prepayments of
principal it receives, it may receive a rate of interest which is
lower than the rate on the existing mortgage-backed and asset-
backed securities. For this reason, these securities may be less
effective than other types of securities as a means of "locking
in" long-term interest rates.
The market value of mortgage securities, like other debt
securities, generally varies inversely with changes in market
interest rates, declining when interest rates rise and rising
when interest rates decline. However, mortgage securities, due
to changes in the rates of prepayments on the underlying
mortgages, may experience less capital appreciation in declining
interest rate environments and greater capital losses in periods
of increasing interest rates than other investments of comparable
maturities.
In addition, to the extent mortgage securities are purchased at a
premium, mortgage foreclosures and unscheduled principal
prepayments may result in some loss of the holders' principal
investment to the extent of the premium paid. On the other hand,
if mortgage securities are purchased at a discount, both a
scheduled payment of principal and an unscheduled prepayment of
principal increases current and total returns and accelerates the
recognition of income which, when distributed to shareholders, is
taxable as ordinary income.
Item 5. Management of the Trust
(a) The Trust was organized as a Delaware business trust. Under
Delaware law, the Trust's Board of Trustees is responsible for
establishing Trust policies and for overseeing the management of
the Trust.
(b)(i) Kiewit Investment Management Corp. (the "Manager"),
1000 Kiewit Plaza, Omaha, NE 68131-3374, serves as the investment
manager to each of the Series. The Manager was organized in 1994
for the purpose of providing investment management services to
Kiewit Mutual Fund ("KMF") which currently has approximately one
billion dollars under management. The Manager is an indirect,
wholly-owned subsidiary of Peter Kiewit Sons', Inc., a
construction, mining and telecommunications company.
(b)(ii) Pursuant to an investment management agreement with the
Trust with respect to each Series, the Manager manages the
investment and reinvestment of their assets. The Manager also
provides the Trust with records concerning the Manager's
activities which the Trust is required to maintain and renders
regular reports to the Trust's officers and the Board of
Trustees. The Manager also selects brokers and dealers to effect
securities transactions.
(b)(iii) Under the investment management agreement for each
Series, the monthly fees of the Series are at the following
annual rates of their average monthly net assets: Kiewit Money
Market Series .20%; Kiewit Short-Term Government Series .30%;
Kiewit Intermediate-Term Series .40%; Kiewit Tax-Exempt Series
.40%; Kiewit Equity Series .70% and Kiewit Government Money
Market Series .20%.
(c) Each Series of the Trust is co-managed by Livingston G.
Douglas and Brian J. Mosher. Mr. Douglas is the Chief Investment
Officer of the Manager; Chief Financial Officer, Vice President
and Treasurer of the Trust and the Fund; and a chartered
financial analyst. From August 1993 to July 1997, Mr. Douglas
served as a Senior Portfolio Manager and Director of Fixed-Income
Research at Investment Advisers, Inc. in Minneapolis, Minnesota.
He managed both mutual funds and large separate accounts for
institutional clients. From July 1987 to April 1993, Mr. Douglas
was a Director, Senior Portfolio Manager, and Director of
Quantitative Research at MacKay-Shields Financial Corporation in
New York City. He has written five books on fixed-income
investing.
Brian J. Mosher, co-manager of each Series of the Trust, is
a Senior Portfolio Manager and Vice President of the Manager; a
Vice President of the Trust and the Fund; and a chartered
financial analyst. From March 1989 to December 1994, Mr. Mosher
served as Investment Manager of Meridian Mutual Insurance Company
in Indianapolis, Indiana. From April 1984 to March 1989, he was
Vice President and Trust Officer of The Provident Bancorporation
of Cincinnati, Ohio.
(d) and (e) Rodney Square Management Corporation ("Rodney
Square"), Rodney Square North, 1100 North Market, Wilmington,
Delaware, 19890, serves as the Administrator, Accounting Services
and Transfer Agent for each of the Series.
Administration and Accounting Services Agreements. Under
separate Administration Agreements and Accounting Services
Agreements, Rodney Square serves, respectively, as Administrator
and Accounting Services Agent for the Trust. In these joint
capacities, Rodney Square manages and administers all regular
day-to-day operations of each of the Trust's various Series
subject to the supervision of the Trust's Board of Trustees.
Pursuant to its respective agreements with Rodney Square, the
Trust has agreed to pay Rodney Square, on behalf of each Trust
Series, the Series' proportionate share of a complex-wide annual:
(a) administration services charge of 0.015% of the Trust's
aggregate total assets in excess of $125 million; and (b)
accounting services charge of 0.015% of the Trust's aggregate
total assets in excess of $100 million. All Rodney Square annual
asset-based fees are determined on an average daily total asset
basis, and are subject to prescribed fixed minimums.
Transfer Agency Agreement. Rodney Square serves as Transfer Agent
of the Trust pursuant to a separate Transfer Agency Agreement
with the Trust on behalf of each Series.
(f) The Trust bears all of its own costs and expenses,
including: services of its independent accountants, legal
counsel, brokerage fees, commissions and transfer taxes in
connection with the acquisition and disposition of portfolio
securities, taxes, insurance premiums, costs incidental to
meetings of its shareholders and trustees, the cost of filing its
registration statement under the federal securities law, reports
to shareholders, and transfer and dividend disbursing agency,
administrative services and custodian fees. Expenses allocable
to a particular Series are so allocated, and expenses which are
not allocable to a particular Series are borne by each Series on
the basis of relative net assets.
(g) Not applicable.
Item 5A. Management's Discussion of Series Performance
A response to Item 5A has been omitted pursuant to paragraph 4 of
Instruction F of the General Instructions to Form N-1A.
Item 6. Capital Stock and Other Securities
(a) All six Series issue shares of beneficial interest with a
par value of $.01 per share. The shares of each Series, when
issued and paid for in accordance with this registration
statement, will be fully paid and nonassessable shares, with
equal, non-cumulative voting rights, except as described below,
and no preferences as to conversion, exchange, dividends,
redemptions or any other feature. Shareholders shall have the
right to vote only (i) for removal of Trustees, (ii) with respect
to such additional matters relating to the Trust as may be
required by the applicable provisions of the 1940 Act, including
Section 16(a) thereof, and (iii) on such other matters as the
Trustees may consider necessary or desirable. In addition, the
shareholders of each Series will be asked to vote on any proposal
to change a fundamental investment policy (i.e. a policy that may
be changed only with the approval of shareholders) of that
Series. All shares of the Trust entitled to vote on a matter
shall vote without differentiation between the separate Series on
a one-vote-per-share basis; provided however, if a matter to be
voted on affects only the interests of not all Series, then only
the shareholders of such affected Series shall be entitled to
vote on the matter. If liquidation of the Trust should occur,
shareholders would be entitled to receive on a per class basis
the assets of the particular Series whose shares they own, as
well as a proportionate share of Trust assets not attributable to
any particular class then in existence. Ordinarily, the Trust
does not intend to hold annual meetings of shareholders, except
as required by the 1940 Act or other applicable law. The Trust's
by-laws provide that meetings of shareholders shall be called for
the purpose of voting upon the question of removal of one or more
Trustees upon the written request of the holders of not less than
10% of the outstanding shares.
(b) Peter Kiewit Sons', Inc., a Delaware Corporation with
principal offices at 1000 Kiewit Plaza, Omaha, NE 68131, is the
direct or indirect parent of shareholders of more than 25% of the
voting securities of each Series and therefore may be deemed to
control each Series.
(c) Not applicable.
(d) Not applicable.
(e) Shareholder account inquiries may be made by writing or
calling Rodney Square at 1105 North Market Street, Wilmington, DE
19890 or (800) 2KIEWIT.
(f) It is not expected that any Series will make cash or
property distributions. Rather, each investor can redeem part or
all of its shares in a Series. As explained below in (g), each
investor will be required to report separately on its own U.S.
federal income tax return its distributive share (as determined
in accordance with the governing instruments of the Series) of a
Series' income, gains, losses, deductions and credits. Each
investor will be required to report its distributive share
regardless of whether it has received a corresponding
distribution of cash or property from a Series.
(g) Each Series of the Trust is intended to be taxable as a
partnership for U.S. federal income tax purposes.
The Series are series of a trust organized under Delaware law.
The Series will not be subject to any U.S. federal income tax.
Instead, each investor will be required to report separately on
its own U.S. federal income tax return its distributive share (as
determined in accordance with the governing instruments of the
Series) of a Series' income, gains, losses, deductions and
credits. Each investor will be required to report its
distributive share regardless of whether it has received a
corresponding distribution of cash or property from a Series. An
allocable share of a tax-exempt investor's income will be
"unrelated business taxable income" ("UBTI") only to the extent
that a Series borrows money to acquire property or invests in
assets that produce UBTI or to the extent a tax-exempt investor
borrows money to make an investment in the Series. In addition
to U.S. federal income taxes, investors in the Series may also be
subject to state and local taxes on their distributive share of a
Series' income.
While the Series are not classified as "regulated investment
companies" under Subchapter M of the Code, the Series' assets,
income and distributions will be managed in such a way that an
investor in the Series will be able to satisfy the requirements
of Subchapter M of the Code, assuming that the investor invested
all of its assets in a Series for such Series' entire fiscal
year.
There are certain other tax issues that will be relevant to only
certain of the investors; for instance, investors that are
segregated asset accounts and investors who contribute assets
rather than cash to the Series. It is intended that
contributions of assets will not be taxable provided certain
requirements are met. Such investors are advised to consult
their own tax advisors as to the tax consequences of an
investment in the Series. Also, a Series may be required to
withhold taxes on distributions to foreign investors. Foreign
investors should contact their own tax advisors for more
information with respect to any applicable withholding on
distributions from a Series.
Redemptions of shares in a Series may be taxable. In general, a
redemption of shares is taxable to the extent such cash or
property received by the redeeming investor exceeds such
investor's tax basis in its shares.
It is not expected that any Series will make distributions of
cash or property. Instead, at the close of each fiscal year
investors will be advised of their allocable share of a Series'
income, gains, losses deductions and credits for U.S. federal
income tax purposes.
In the case of the Kiewit Tax-Exempt Series, it is expected that
a sufficient portion of its assets will be invested in municipal
bonds and notes so that any investors in the Series which are
regulated investment companies will qualify to pay "exempt-
interest dividends" to such investor's shareholders assuming
substantially all of such investor's assets are invested in such
Series.
If a Series of the Trust purchases shares in certain foreign
investment entities, called "passive foreign investment
companies" ("PFIC"), the investors in Series may be subject to
U.S. federal income tax and a related interest charge on a
portion of any "excess distribution" or gain from the disposition
of such shares even if such income is distributed to investors in
the Series and whether or not such investors are subject to tax.
Each Series of the Trust may be subject to foreign withholding
taxes on income from certain of their foreign securities.
The Series' taxable year-end will normally be June 30.
Although, as described above, the Series will not be subject to
U.S. federal income tax, they will file appropriate U.S. federal
income tax returns.
(h) Not applicable. The Series of the Trust may act as master
funds in a master-feeder structure.
Item 7. Purchase of Securities Being Offered
(a) The Trust's shares have not been registered under the
Securities Act of 1933, which means that its shares may not be
sold publicly. However, the Trust may sell its shares through
private placements pursuant to available exemptions from
registration under that Act.
Shares of the Trust are sold only to: affiliates of the Manager;
subsidiaries of the parent company of the Manager; certain joint
venture partners of affiliates of the Manager; and other
institutional investors. Shares of the Series are sold at net
asset value without a sales charge. Shares are purchased at the
net asset value next determined after the Trust receives the
order in proper form. All investments are credited to the
shareholder's account in the form of full and fractional shares
of the Series calculated to three decimal places. In the
interest of economy and convenience, certificates for shares will
be issued only upon written request.
The Trust distributes its own shares.
In Kind Purchases
If accepted by the Trust, shares of each Series may be purchased
in exchange for securities which are eligible for acquisition by
such Series as described in this registration statement.
Securities to be exchanged which are accepted by the Trust and
Trust shares to be issued therefore will be valued, as set forth
under "Valuation of Shares" in Item 7(b), at the time of the next
determination of net asset value after such acceptance. All
dividends, interest, subscription, or other rights pertaining to
such securities shall become the property of the Series whose
shares are being acquired and must be delivered to the Trust by
the investor upon receipt from the issuer.
The Trust will not accept securities in exchange for shares of a
Series unless: (1) current market quotations are readily
available for such securities; (2) the investor represents and
agrees that all securities offered to be exchanged are not
subject to any restrictions upon their sale by the Series under
the Securities Act of 1933 or under the laws of the country in
which the principal market for such securities exists, or
otherwise; (3) at the discretion of the Series, the value of any
such security (except U.S. Government Securities) being exchanged
together with other securities of the same issuer owned by the
Series will not exceed 5% of the net assets of the Series
immediately after the transaction; and (4) the Series acquires
the securities for investment and not for resale. In addition,
nearly all of the securities accepted in an exchange must be, at
the time of the exchange, eligible to be included in the Series
whose shares are issued. (See Item 4(a)(i).) Investors
interested in such exchanges should contact the Manager.
(b) Valuation of Shares
The net asset value per share of each Series is calculated by
dividing the total market value of the Series' investments and
other assets, less any liabilities, by the total outstanding
shares of the stock of the Series. On each Business Day of the
Trust, net asset value is determined as of the close of business
of the NYSE, usually 4:00 p.m. Eastern time; except for the
Kiewit Money Market Series and the Kiewit Government Money Market
Series which are determined at 2:00 p.m., Eastern time.
Securities held by the Series which are listed on a securities
exchange and for which market quotations are available are valued
at the last quoted sale price of the day or, if there is no such
reported sale, at the mean between the most recent quoted bid and
asked prices. Price information on listed securities is taken
from the exchange where the security is primarily traded.
Unlisted securities for which market quotations are readily
available are valued at the mean between the most recent bid and
asked prices. The value of other assets and securities for which
no quotations are readily available (including restricted
securities) are determined in good faith at fair value in
accordance with procedures adopted by the Board of Trustees.
Money market instruments with a maturity of more than 60 days are
valued at current market value, as discussed above. Money market
instruments with a maturity of 60 days or less are valued at
their amortized cost, which the Board of Trustees has determined
in good faith constitutes fair value for purposes of complying
with the 1940 Act. This valuation method will continue to be
used until such time as the Trustees determine that it does not
constitute fair value for such purposes.
The net asset value of the shares of each Series, except the
Kiewit Money Market Series and the Kiewit Government Money Market
Series, will fluctuate in relation to its own investment
experience. The Kiewit Money Market Series and the Kiewit
Government Money Market Series will attempt to maintain a stable
net asset value of $1.00 per share.
The offering price of shares of each Series is the net asset
value next determined after the purchase order is received and
accepted; no sales charge or reimbursement fee is imposed.
(c) Not applicable.
(d) The minimum for an initial investment is $1,000,000. There
is no minimum for subsequent investments.
(e) Not applicable.
(f) Not applicable.
(g) Not applicable.
Item 8. Redemption or Repurchase
(a) As stated above in response to Item 7(a), "Purchase of
Securities Being Offered," the Trust's shares have not been
registered under the Securities Act of 1933, which means that its
shares are restricted securities which may not be sold unless
registered or pursuant to an available exemption from that Act.
Redemptions are processed on any day on which the specific Series
is open for business and are effected at the Series' net asset
value next determined after the Series receives a redemption
request in good form.
Redemption payments in cash will ordinarily be made within seven
days after receipt of the redemption request in good form.
However, the right of redemption may be suspended or the date of
payment postponed in accordance with the 1940 Act. The amount
received upon redemption may be more or less than the amount paid
for the shares depending upon the fluctuations in the market
value of the assets owned by the Series.
If the Board of Trustees determines that it would be detrimental
to the best interests of the remaining shareholders of any Series
to make a particular payment wholly or partly in cash, a Series
may pay the redemption price in whole or in part by a
distribution of portfolio securities from the Series of the
shares being redeemed in lieu of cash in accordance with Rule
18f-1 under the Investment Company Act of 1940. Investors may
incur brokerage charges and other transaction costs selling
securities that were received in payment of redemptions.
For additional information about redemption of Trust shares, see
Items 19(a) and (b) in Part B.
(b) Not applicable.
(c) Not applicable.
(d) Although the redemption payments will ordinarily be made
within seven days after receipt, payment to investors redeeming
shares which were purchased by check will not be made until the
Trust can verify that the payments for the purchase have been, or
will be, collected, which may take up to fifteen days or more.
Investors may avoid this delay by submitting a certified check
along with the purchase order.
Item 9. Pending Legal Proceedings
None.
Part B:
Item 10. Cover Page
Not applicable.
Item 11. Table of Contents
Not applicable.
Item 12. General Information and History
Not applicable.
Item 13. Investment Objectives and Policies
(a)-(c) The information provided in response to these items is
in addition to the information provided in response to Item
4(a)(ii) of Part A.
In addition to the policies stated in response to Item 4(a)(ii)
of Part A, each of the Series has adopted certain limitations
which may not be changed with respect to any Series without the
approval of a majority of the outstanding voting securities of
the Series. A "majority" is defined as the lesser of: (1) at
least 67% of the voting securities of the Series (to be affected
by the proposed change) present at a meeting if the holders of
more than 50% of the outstanding voting securities of the Series
are present or represented by proxy, or (2) more than 50% of the
outstanding voting securities of such Series.
The Series will not: (1) as to 75% of the total assets of a
Series, invest in the securities of any issuer (except
obligations of the U.S. Government and its instrumentalities) if,
as a result more than 5% of the Series' total assets, at market,
would be invested in the securities of such issuer, provided that
this restriction applies to 100% of the total assets of the
Kiewit Money Market Series; (2) borrow, except that a Series may
borrow from banks for temporary or emergency purposes or to pay
redemptions and then, in no event, in excess of 33% of its net
assets and a Series may pledge not more than 33% of such assets
to secure such loans; (3) pledge, mortgage, or hypothecate any of
its assets to an extent greater than 10% of its total assets at
fair market value, except as described in (2) above; (4) invest
more than 15% of the value of the Series' net assets in illiquid
securities which include certain restricted securities,
repurchase agreements with maturities of greater than seven days,
and other illiquid investments; (5) invest its assets in
securities of any investment company in excess of the limits set
forth in the Investment Company Act of 1940 (the "1940 Act") and
rules thereunder, except in connection with a merger, acquisition
of assets, consolidation or reorganization; (6) acquire any
securities of companies within one industry if, as a result of
such acquisition, more than 25% of the value of the Series' total
assets would be invested in securities of companies within such
industry; (7) engage in the business of underwriting securities
issued by others, except that, in connection with the disposition
of a security, a Series may be deemed to be an "underwriter" as
that term is defined in the Securities Act of 1933 (the "1933
Act"); (8) purchase or sell commodities except that each Series
may purchase or sell financial futures contracts and options
thereon; (9) invest in real estate, including limited partnership
interests therein, although they may purchase and sell securities
which deal in real estate and securities which are secured by
interests in real estate; (10) purchase securities on margin or
sell securities short, except that a Series may satisfy margin
requirements with respect to futures transactions; and (11) make
loans, except that this restriction shall not prohibit (a) the
purchase of obligations customarily purchased by institutional
investors, (b) the lending of Series securities or (c) entry into
repurchase agreements.
For the purposes of (4) above, each Series may invest in
commercial paper that is exempt from the registration
requirements of the 1933 Act subject to the requirements
regarding credit ratings stated in Item 4 of Part A. Further,
pursuant to Rule 144A under the 1933 Act, the Series may purchase
certain unregistered (i.e. restricted) securities upon a
determination that a liquid institutional market exists for the
securities. If it is decided that a liquid market does exist,
the securities will not be subject to the 15% limitation on
holdings of illiquid securities stated in (4) above. While
maintaining oversight, the Board of Trustees has delegated the
day-to-day function of making liquidity determinations to Kiewit
Investment Management Corp. (the "Manager"). For Rule 144A
securities to be considered liquid, there must be at least one
dealer making a market in such securities. After purchase, the
Board of Trustees and the Manager will continue to monitor the
liquidity of Rule 144A securities. There is no limit on the
Series' investment in Rule 144A securities that are determined to
be liquid.
For the purposes of (6) above, (i) utility companies will be
divided according to their services; e.g., gas, gas transmission,
electric and gas, electric, water and telephone will each be
considered a separate industry; and (ii) the Kiewit Money Market
Series may invest more than 25% of the value of its total assets
in obligations of U.S. banks, such as certificates of deposits,
time deposits and bankers' acceptances. The banks must have
total assets exceeding one billion dollars.
Non-Fundamental Limitations - All Series
The following policies are non-fundamental and may be changed by
the Board of Trustees, without shareholder approval:
The Series will not: (1) invest for the purpose of exercising
control over management of any company; or (2) acquire more than
10% of the voting securities of any issuer.
Non-Fundamental Policies - Kiewit Bond Series
The following policies are non-fundamental and may be changed by
the Board of Trustees, without shareholder approval:
The Kiewit Short-Term Government, Kiewit Tax-Exempt and Kiewit
Intermediate-Term Bond Series (each referred to herein as a
"Kiewit Bond Series") may invest in obligations that permit
repayment of the principal amount of the obligation prior to
maturity. Variable and floating rate obligations are relatively
long-term instruments that often carry demand features permitting
the holder to demand payment of principal at any time or at
specified intervals prior to maturity. Standby commitments,
which are similar to a put, give a Kiewit Bond Series the option
to obligate a broker, dealer or bank to repurchase a security
held by a Kiewit Bond Series at a specified price. Tender option
bonds are relatively long-term bonds that are coupled with the
agreement of a third party (such as a broker, dealer or bank) to
grant the holders of such securities the option to tender the
securities to the institution at periodic intervals. A Kiewit
Bond Series will purchase these types of instruments primarily
for the purpose of increasing the liquidity of its portfolio.
New issues of bonds are often issued on a "when-issued" basis,
which means that actual payment for the delivery of the
securities generally takes place 15 to 45 days after the purchase
date. During this period, a Kiewit Bond Series bears the risk
that interest rates on debt securities at the time of delivery
may be higher or lower than those contracted for on the when-
issued securities. To alleviate this risk, each Kiewit Bond
Series does not intend to invest more than 5% of its assets in
when-issued securities.
A Kiewit Bond Series also may invest up to 5% of its assets in
zero coupon bonds or "strips." Zero coupon bonds do not make
regular interest payments, rather they are sold at a discount
from face value. Principal and accretive discount (representing
interest accrued but not paid) are paid at maturity. Strips are
debt securities that are stripped of their interest after the
securities are issued, but are otherwise comparable to zero
coupon bonds. The market values of zero coupon bonds and strips
generally fluctuate in response to changes in interest rates to a
greater degree than interest paying securities of comparable term
and quality. The strips in which a Kiewit Bond Series may invest
may or may not be a part of the U.S. Treasury Separately Traded
Registered Interest and Principal Securities program. Each
Kiewit Bond Series may also purchase inverse floaters, which are
instruments whose interest bears an inverse relationship to the
interest rate on another security.
Generally, a Kiewit Bond Series' average maturity will tend to be
shorter when the Manager expects interest rates to rise and
longer when it expects interest rates to decline.
(d) The Trust, which as the "master" fund in a "master-feeder"
structure, received substantially all the investment assets of
the Portfolios of Kiewit Mutual Fund and expects to continue the
current investment policies and personnel of Kiewit Investment
Management Corp., the investment adviser to Kiewit Mutual Fund.
Therefore, the portfolio turnover ratios of Kiewit Mutual Fund's
Portfolios prior to their conversion to "feeder" funds in a
"master/feeder" structure are relevant.
The portfolio turnover rates for the fiscal year ended June
30, 1996, for the Kiewit Short-Term Government Portfolio, Kiewit
Intermediate-Term Bond Portfolio, Kiewit Tax-Exempt Portfolio and
Kiewit Equity Portfolio and for the year ended June 30, 1997 for
the Kiewit Short-Term Government Series, Kiewit Intermediate-Term
Bond Series, Kiewit Tax-Exempt Series and Kiewit Equity Series were
as follows:
Name June 30, 1997 June 30, 1996
Short-Term Government 44.24% 57.52%
Intermediate-Term Bond 51.57% 86.06%
Tax-Exempt 62.70% 100.61%
Equity 26.33% 16.95%
The annual turnover rates of each of the Kiewit Short-Term
Government, Kiewit Intermediate-Term Bond and Kiewit Tax-Exempt
Series is not expected to exceed 100% The annual turnover rate
of the Kiewit Equity Series is not expected to exceed 75%.
Generally, securities held by the Kiewit Equity Series will not
be sold to realize short-term profits, but when circumstances
warrant, they may be sold without regard to the length of time
held. Generally, securities held by Kiewit Equity Series will be
purchased with the expectation that they will be held for longer
than one year.
Item 14. Management of the Registrant
(a) and (b) Trustees and Officers
The names, addresses and ages of the trustees and officers of the
Trust and a brief statement of their present positions and
principal occupations during the past five years is set forth
below. Trustees who are deemed to be "interested persons" as
defined in the 1940 Act are indicated by an asterisk (*).
Ann C. McCulloch*
1000 Kiewit Plaza
Omaha, NE 68131-3374
Ms. McCulloch, age 39, is Chairman of the Board of Trustees and
President of the Trust and Kiewit Mutual Fund, President of the
Manager and Vice President and Treasurer of PKS. From 1989 to
1993, Ms. McCulloch was Treasurer and Vice President of Central
Maine Power in Augusta, ME.
George Lee Butler*
1000 Kiewit Plaza
Omaha, NE 68131-3374
Mr. Butler, age 58, is a Trustee of the Trust and Kiewit Mutual
Fund. From 1991 to March 1994, Mr. Butler was Commander-in-Chief
of the U.S. Strategic Command and from 1989 to 1994 was Director,
Strategic Plans and Policy, for the U.S. Joint Chiefs of Staff.
Lawrence B. Thomas
7813 Pierce Circle
Omaha, NE 68124
Mr. Thomas, age 61, is a Trustee of the Trust and Kiewit Mutual
Fund and Senior Vice-President. He retired in October 1996,
after having served in numerous financial positions at ConAgra,
Inc. (an international food company) including Treasurer,
Secretary, Risk Officer, and Senior Vice President-Finance
(Principal Financial Officer). In his thirty-six years at ConAgra,
he also served as director and officer of numerous of its
subsidiaries.
Robert H. Arnold
152 W. 57th Street, 44th Floor
New York, NY 10019
Mr. Arnold, age 53, is a Trustee of the Trust and Kiewit Mutual
Fund. In 1989, Mr. Arnold founded, and currently co-manages, R.
H. Arnold & Co., Inc., an investment banking company. Prior to
forming R. H. Arnold & Co., Inc., Mr. Arnold was Executive Vice
President and a director to Cambrian Capital Corporation, an
investment banking firm he co-founded in 1987.
Kenneth D. Gaskins, Esquire
1000 Kiewit Plaza
Omaha, NE 68131-3344
Mr. Gaskins, age 51, is Secretary of the Trust and Kiewit Mutual
Fund, Assistant Secretary of the Manager, and Corporate Counsel of
Kiewit Diversified Group Inc.
Brian J. Mosher
1000 Kiewit Plaza
Omaha, NE 68131-3344
Mr. Mosher, age 40, is a Vice President of the Trust and Kiewit
Mutual Fund and a Vice President of the Manager. From March 1989
to December 1994, Mr. Mosher served as Investment Manager of
Meridian Mutual Insurance Company in Indianapolis, Indiana.
Livingston G. Douglas*
100 Kiewit Plaza
Omaha, NE 68131
Mr. Douglas, age 37, is Chief Financial Officer, Vice President
and Treasurer of the Trust and Kiewit Mutual Fund and Chief
Investment Officer and Vice President of the Manager. From 1993
to July 1997, Mr. Douglas was Senior Fixed-Income Portfolio
Manager and Director of Fixed-Income Research for Investment
Advisers, Inc. From 1987 to 1993, Mr. Douglas was Senior
Fixed-Income Portfolio Manager and Director of Quantitative
Research.
(c) The fees and expenses of the Trustees who are not
"interested persons" of the Trust ("Independent Trustees"), as
defined in the 1940 Act, are paid by the Trust. The following
table shows the fees paid to the Independent Trustees by the
Kiewit Funds for the fiscal year ended June 30, 1997.
Independent Trustee Total Compensation Total Compensation
From the Trust From Fund Complex
John J. Quindlen* $5,000 $17,500
Lawrence B. Thomas $5,000 $17,500
Robert H. Arnold* $5,000 $ 5,000
* On March 7, 1997, John J. Quindlen resigned as a Trustee of the
Fund and the Trust. At that time Mr. Arnold was appointed a
Trustee of both the Fund and the Trust.
Item 15. Control Persons and Principal Holders of Securities
(a) See Item 6(b).
(b) As of September 30, 1997, Kiewit Investment Management Corp.
owned beneficially at least 5% of the outstanding shares of
the Series.
(c) As of September 30, 1997, the trustees and officers of the
Trust as a group owned less than one percent of each Series
of Registrant's shares of beneficial interest.
Item 16. Investment Advisory and Other Services
(a) (i) All of the capital stock in the Manager is owned
indirectly by Peter Kiewit Sons, Inc. ("PKS"). PKS is
a privately owned construction, mining, and
telecommunications company with headquarters in Omaha,
Nebraska. PKS was incorporated in 1941 to continue a
construction business started in Omaha in 1884.
(ii) The affiliations of the Trustees and officers are shown
at Item 14(b) above.
(iii) Advisory fees are explained at Item 5(b)(iii) of
Part A.
(b) The information provided in response to this item is in
addition to the information provided in response to Item 5(b) of
Part A.
Each investment management agreement is in effect for a period of
two years. Thereafter, each agreement may continue in effect for
successive annual periods, provided such continuance is
specifically approved at least annually by a vote of the Trust's
Board of Trustees or, by a vote of the holders of a majority of
the Series' outstanding voting securities, and in either event by
a majority of the Trustees who are not parties to the agreement
or interested persons of any such party (other than as Trustees
of the Trust), cast in person at a meeting called for that
purpose. An investment management agreement may be terminated
without penalty at any time by the Series or by the Manager on 60
days written notice and will automatically terminate in the event
of its assignment as defined in the 1940 Act.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
(g) Not applicable.
(h) Wilmington Trust Company, Rodney Square North, 1100 North
Market Street, Wilmington, DE 19890-001, a Delaware-chartered
banking institution serves as Custodian of the Trust.
Price Waterhouse LLP, Thirty South 17th Street, Philadelphia,
Pennsylvania 19103, are the independent accountants for the
Trust.
(i) Not applicable.
Item 17. Brokerage Allocation
(a) Portfolio transactions will be placed with a view to
receiving the best price and execution. Prior to February 28,
1997, the individual Portfolios sought to achieve their investment
objectives by purchasing and managing their own investment
portfolios. As a consequence, the Portfolios incurred brokerage
commissions directly rather than indirectly through their
investment in the corresponding Series. During the period from
February 28, 1997 to June 30, 1997, the Kiewit Short-Term
Government Series, the Kiewit Intermediate-Term Bond Series and the
Kiewit Tax-Exempt Series paid no brokerage commissions. The Kiewit
Equity Series paid $28,600 in brokerage commissions for the period
from February 28, 1997 to June 30, 1997. The Kiewit Equity
Portfolio paid $32,578 in brokerage commissions for the fiscal year
ended June 30, 1997, $82,485 for the fiscal year ended June 30,
1996 and $34,515 for the period ended June 30, 1995.
(b) Not applicable.
(c) The Series will seek to acquire and dispose of securities in
a manner which would cause as little fluctuation in the market
prices of stocks being purchased or sold as possible in light of
the size of the transactions being effected, and brokers will be
selected with this goal in view. The Manager monitors the
performance of brokers which effect transactions for each Series
to determine the effect that the Series' trading has on the
market prices of the securities in which they invest.
Transactions may be placed with brokers who provide the Manager
with investment research, such as reports concerning individual
issuers, industries and general economic and financial trends and
other research services. Each Series' Advisory Agreement permits
the adviser knowingly to pay commissions on such transactions
which are greater than another broker might charge if the
Manager, in good faith, determines that the commissions paid are
reasonable in relation to the research or brokerage services
provided by the broker or dealer when viewed in terms of either a
particular transaction or the Manager's overall responsibilities
to the Trust.
(d) Not applicable.
(e) Not applicable.
Item 18. Capital Stock and Other Securities
(a) The information provided in response to this item is in
addition to the information provided in response to Item 6(a) in
Part A.
The Trust does not intend to hold annual meetings; it may,
however, hold a meeting for such purposes as changing fundamental
investment limitations, approving a new investment management
agreement or any other matters which are required to be acted on
by shareholders under the 1940 Act. Shareholders may receive
assistance in communicating with other shareholders in connection
with the election or removal of Trustees similar to the
provisions contained in Section 16(c) of the 1940 Act.
(b) Not applicable.
Item 19. Purchase, Redemption and Pricing of Securities Being
Offered
The information provided in response to this item is in addition
to the information provided in response to Items 7 and 8 in Part
A.
(a) and (b) The Trust will accept purchase and redemption
orders with respect to a Series on each day that the Series is
open for business. Each Series, except the Kiewit Money Market
Series and the Kiewit Government Money Market Series, is open
each day that the NYSE is open. Currently, the NYSE is scheduled
to be open Monday through Friday throughout the year except for
New Year's Day, Presidents' Day, Martin Luther King Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving
and Christmas Day. The Kiewit Money Market Series and the Kiewit
Government Money Market Series are open each day that member
banks of the Federal Reserve Board are open. Orders for
redemptions and purchases will not be processed if the Trust is
closed.
The Trust reserves the right, in its sole discretion, to suspend
the offering of shares of any or all Series or reject purchase
orders when, in the judgment of management, such suspension or
rejection is in the best interest of the Trust or a Series.
Securities accepted in exchange for shares of a Series will be
acquired for investment purposes and will be considered for sale
under the same circumstances as other securities in the Series.
The Trust may suspend redemption privileges or postpone the date
of payment: (1) during any period when the NYSE is closed, or
trading on the Exchange is restricted as determined by the
Securities and Exchange Commission (the "SEC"), (2) during any
period when an emergency exists as defined by the rules of the
Commission as a result of which it is not reasonably practicable
for the Trust to dispose of securities owned by it, or fairly to
determine the value of its assets and (3) for such other periods
as the Commission may permit.
The valuation of the Kiewit Money Market and Kiewit Government
Money Market Series' portfolio securities (including any
securities held in a separate account maintained for when-issued
securities) is based upon their amortized costs which does not
take into account unrealized capital gains or losses. This
involves valuing an instrument at its cost and thereafter
assuming a constant amortization to maturity of any discount or
premium, regardless of the impact of fluctuating interest rates
on the market value of the instrument. While this method
provides certainty in valuation, it may result in periods during
which value, as determined by amortized cost, is higher or lower
than the price the Series would receive if it sold the
instrument. During periods of declining interest rates, the
daily yield on shares of the Series computed as described above
may tend to be higher than a like computation made by a fund with
identical investments utilizing a method of valuation based upon
market prices and estimates of market prices for all of its
portfolio instruments. Thus, if the use of amortized cost by the
Series resulted in a lower aggregate portfolio value on a
particular day, a prospective investor in the Series would be
able to obtain a somewhat higher yield than would result from
investment in a fund utilizing solely market values, and existing
investors in the Series would receive less investment income.
The converse would apply in a period of rising interest rates.
The Kiewit Money Market and Kiewit Government Money Market
Series' use of amortized cost which facilitates the maintenance
of the Series' per share net asset value of $1.00 is permitted by
a rule adopted by the SEC, pursuant to which the Series must
adhere to certain conditions.
The Kiewit Money Market and Kiewit Government Money Market Series
each must maintain a dollar-weighted average portfolio maturity
of 90 days or less, only purchase instruments having remaining
maturities of 397 calendar days or less, and invest only in those
U.S. dollar-denominated instruments that the Manager has
determined, pursuant to guidelines adopted by the Board of
Trustees, present minimal credit risks and which are, as required
by the federal securities laws (i) rated in one of the two
highest rating categories as determined by nationally recognized
statistical rating agencies, (ii) instruments deemed comparable
in quality to such rated instruments, or (iii) instruments, the
issuers of which, with respect to an outstanding issue of short-
term debt that is comparable in priority and protection, have
received a rating within the two highest categories of nationally
recognized statistical rating agencies. Securities subject to
floating or variable interest rates with demand features in
compliance with applicable rules of the SEC may have stated
maturities in excess of 397 days. The Trustees have established
procedures designed to stabilize, to the extent reasonably
possible, the Series' price per share as computed for the purpose
of sales and redemptions at $1.00. Such procedures will include
review of the portfolio holdings by the Trustees, at such
intervals as they may deem appropriate, to determine whether the
Series' net asset value calculated by using available market
quotations deviates from $1.00 per share based on amortized cost.
The extent of any deviation will be examined by the Trustees.
If such deviation exceeds 1/2 of 1%, the Trustees will promptly
consider what action, if any, will be initiated. In the event
the Trustees determine that a deviation exists which may result
in material dilution or other unfair results to investors or
existing shareholders, they will take such corrective action as
they regard as necessary and appropriate, which may include the
sale of portfolio instruments prior to maturity to realize
capital gains or loses or to shorten average portfolio maturity,
withholding dividends, redemptions of shares in kind, or
establishing a net asset value per share by using available
market quotations.
(c) The Trust has filed a notice of election pursuant to Rule
18f-1 under the 1940 Act. (See Item 8(a) of Part A.)
Item 20. Tax Status
See Item 6 in Part A.
Item 21. Underwriters
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
Item 22. Calculation of Performance Data
The performance of a Series may be quoted in terms of its yield
and its total return in advertising and other promotional
materials ("performance advertisements"). Performance data
quoted represents past performance and is not intended to
indicate future performance. The investment return of an
investment in the Series and the principal value of an investment
in any Series except the Money Market Series and the Government
Money Market Series will fluctuate so that an investor's shares,
when redeemed, may be worth more or less than the original cost.
Performance of the Series will vary based on changes in market
conditions and the level of each Series' expenses. These
performance figures are calculated in the following manner:
A. Yield is the net annualized yield for a specified 7 calendar
days calculated at simple interest rates. From time to time, the
Money Market Series and the Government Money Market Series may
advertise their yields. Yield is calculated by determining the
net change, exclusive of capital changes, in the value of a
hypothetical pre-existing account having a balance of one share
at the beginning of the period, subtracting a hypothetical charge
reflecting deductions from shareholder accounts, and dividing the
difference by the value of the account at the beginning of the
base period to obtain the base period return. The yield is
annualized by multiplying the base period return by 365/7. The
yield figure is stated to the nearest hundredth of one percent.
B. Effective Yield is the net annualized yield for a specified
7 calendar days assuming reinvestment of income or compounding.
From time to time the Money Market Series and the Government
Money Market Series may advertise their effective yields.
Effective yield is calculated by the same method as yield except
the yield figure is compounded by adding 1, raising the sum to a
power equal to 365 divided by 7, and subtracting 1 from the
result, according to the following formula:
Effective Yield = [(Base Period Return + 1) 365/7] - 1.
C. Tax-Equivalent Yield is the rate an investor would have to
earn from a fully taxable investment after taxes to equal a
Series' tax-exempt yield. From time to time, the Tax-Exempt
Series may advertise its tax-equivalent yield. Tax-equivalent
yield is computed by: (i) dividing that portion of a Series'
yield which is tax-exempt by one minus a stated income tax rate;
and (ii) adding the product of that portion, if any, of the
Series' yield that is not tax-exempt. For purposes of this
formula, tax-exempt yield is a yield which is exempt from federal
income tax.
The following table, which is based upon federal income tax rates
in effect on the date of this Statement of Additional
Information, illustrates the yields that would have to be
achieved on taxable investments to produce a range of
hypothetical tax-equivalent yields:
Tax-Equivalent Yield Table
Federal Marginal
Income Tax Bracket Tax-Equivalent Yields Based on Tax-Exempt Yields of:
4% 5% 6% 7% 8% 9% 10% 11%
28% 5.6 6.9 8.3 9.7 11.1 12.5 13.9 15.3
31% 5.8 7.2 8.7 10.1 11.6 13.0 14.5 15.9
36% 6.3 7.8 9.4 10.9 12.5 14.1 15.6 17.2
39.6% 6.6 8.3 9.9 11.6 13.2 14.9 16.6 18.2
D. Yield of the Short-Term Government Series, Intermediate-Term
Bond Series, and the Tax-Exempt Series is calculated by dividing
the Series' investment income for a 30-day period, net of
expenses, by the average number of shares entitled to receive
dividends during that period according to the following formula:
YIELD = 2[((a-b)/cd + 1)6-1]
Where:
a = distributions and interest earned during the period;
b = expenses accrued for the period (net of reimbursements);
c = the average daily number of shares outstanding during the
period that were entitled to receive dividends; and
d = the maximum offering price per share on the last day of
the period.
The result is expressed as an annualized percentage (assuming
semiannual compounding) of the maximum offering price per share
at the end of the period.
Except as noted below, in determining interest earned during the
period (variable "a" in the above formula), the interest earned
on each debt instrument held by a Series during the period is
calculated by: (i) computing the instrument's yield to maturity,
based on the value of the instrument (including actual accrued
interest) as of the last business day of the period or, if the
instrument was purchased during the period, the purchase price
plus accrued interest; (ii) dividing the yield to maturity by
360; and (iii) multiplying the resulting quotient by the value of
the instrument (including actual accrued interest). Once
interest earned is calculated in this fashion for each debt
instrument held by the Series, interest earned during the period
is then determined by totaling the interest earned on all debt
instruments held by the Series.
For purposes of these calculations, the maturity of a debt
instrument with one or more call provisions is assumed to be the
next date on which the instrument reasonably can be expected to
be called or, if none, the maturity date. In general, interest
income is reduced with respect to debt instruments trading at a
premium over their par value by subtracting a portion of the
premium from income on a daily basis, and increased with respect
to debt instruments trading at a discount by adding a portion of
the discount to daily income.
Since yield accounting methods differ from the accounting methods
used to calculate net investment income for other purposes, a
Series' yield may not equal the income distributions actually
paid to investors or the net investment income reported with
respect to the Series in the Trust's financial statements.
Yield information may be useful in reviewing a Series'
performance and in providing a basis for comparison with other
investment alternatives. Nevertheless, the Series' yields
fluctuate, unlike investments that pay a fixed interest rate over
a stated period of time. Investors should recognize that in
periods of declining interest rates, the Series' yields will tend
to be somewhat higher than prevailing market rates, and in
periods of rising interest rates, the Series' yields will tend to
be somewhat lower. Also, when interest rates are falling, the
inflow of net new money to the Series from the continuous sale of
their shares will likely be invested in instruments producing
lower yields than the balance of the Series' holdings, thereby
reducing the current yields of the Series. In periods of rising
interest rates, the opposite can be expected to occur.
E. Average Annual Total Return is the average annual compound
rate of return for the periods of one year, five years, ten years
and the life of a Series, where quotations reflect changes in the
price of a Series' shares, if any, and assume that all income and
capital gains distributions, if any, during the respective
periods were reinvested in Series shares. Each Series may
advertise its average annual total return from time to time.
Average annual total return is calculated by finding the average
annual compound rates of return of a hypothetical investment over
such periods, according to the following formula (average annual
total return is then expressed as a percentage):
T=(ERV/P)1/n - 1
Where: P = a hypothetical initial investment of $1,000
T = average annual total return
n = number of years
ERV = ending redeemable value: ERV is the value,
at the end of the applicable period, of a
hypothetical $1,000 investment made at the
beginning of the applicable period.
F. Cumulative Total Return is the cumulative rate of return on
a hypothetical initial investment of $1,000 for a specified
period. Cumulative total return quotations reflect the change in
the price of a Series shares, if any, and assume that all income
and capital gains distributions, if any, during the period were
reinvested in Series shares. Cumulative total return is
calculated by finding the cumulative rates of return of a
hypothetical investment over such periods, according to the
following formula (cumulative total return is then expressed as a
percentage):
C = (ERV/P) - 1
Where: C = Cumulative Total Return
P = a hypothetical initial investment of $1,000
ERV = ending redeemable value: ERV is the value,
at the end of the applicable period, of a
hypothetical $1,000 investment made at the
beginning of the applicable period.
Item 23. Financial Statements
The audited financial statements and the financial highlights
for the Trust for its fiscal year ended June 30, 1997, as set forth
in the Trust's annual report to shareholders, and the report
thereon of Price Waterhouse LLP, the Trust's independent
accountants, also appearing in the Trust's annual report, are
incorporated herein by reference. The annual report does not
contain any financial data regarding Kiewit Government Money Market
Series because such Series had not commenced operations as of June
30, 1997.
KIEWIT INVESTMENT TRUST
FORM N-1A
PART C: OTHER INFORMATION
Item 24. Financial Statements and Exhibits.
(a) Financial Statements included in Part A - Not applicable
Financial Statements included in Part B - Incorporated by
reference to the Trust's annual report to shareholders for
the period ended June 30, 1997, filed with the SEC via Edgar on
September 8, 1997
(b) Exhibits:
The following exhibits are attached hereto, except as otherwise
noted:
(1) (i) Agreement and Declaration of Trust*
(ii) Certificate of Trust*
(2) By-Laws*
(3) None
(4) Not applicable
(5) (i) Investment Management Agreement re Kiewit Money
Market Series*
(ii) Investment Management Agreement re Kiewit Short-Term
Government Series*
(iii) Investment Management Agreement re Kiewit Intermediate-
Term Bond Series*
(iv) Investment Management Agreement re Kiewit Tax-Exempt
Series*
(v) Investment Management Agreement re Kiewit Equity Series*
(vi) Investment Management Agreement re Kiewit Government
Money Market Series*
(6) None
(7) None
(8) Custody Agreement with Wilmington Trust Company*
(9) (i) Form of Transfer Agency Agreement with Rodney Square
Management Corporation*
(ii) Form of Accounting Services Agreement with Rodney Square
Management Corporation*
(iii) Form of Administration Agreement with Rodney Square
Management Corporation*
(10) Not applicable
(11) Not applicable
(12) Not applicable
(13) Subscription Agreement*
(14) Not applicable
(15) Not applicable
(16) Not applicable
(17) Financial Data Schedules
(18) Not applicable
* Previously filed with the Securities and Exchange
Commission with Post-Effective Amendment No. 1 on Form N1-A
on February 28, 1997 and incorporated herein by reference.
Item 25. Persons Controlled by or under Common Control with Registrant.
None.
Item 26. Number of Holders of Securities.
Number of Record Holders
Title of Class as of September 30, 1997
Shares of Beneficial Interest,
Par Value $0.01
Kiewit Money Market Series 2
Kiewit Short-Term Government Series 2
Kiewit Intermediate-Term Bond Series 2
Kiewit Tax-Exempt Series 2
Kiewit Equity Series 2
Item 27. Indemnification.
Reference is made to Article VII of the Registrant's Agreement
and Declaration of Trust (Exhibit 24(b)(1)(i)) and to Article X
of the Registrant's By-Laws (Exhibit 24(b)(2)), which are
incorporated herein by reference. Pursuant to Rule 484 under the
Securities Act of 1933, as amended, the Registrant furnishes the
following undertaking:
"Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to trustees, officers
and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by a trustee, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such trustee, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue."
Item 28. Business and Other Connections of Investment Adviser.
Kiewit Investment Management Corp. (the "Manager") is a Delaware
corporation organized in 1994. Under Investment Management
Agreements with respect to each Series, dated February 19, 1997,
the Manager, subject to the supervision of the Board of Trustees,
provides investment management services to each Series. Kiewit
Diversified Holdings Inc. ("KDH") owns 60% and Kiewit
Construction Company ("KCC") owns 40% of the stock of the
Manager. Both KDH and KCC are 100% owned indirectly by Peter
Kiewit Sons', Inc.
The business, profession, vocation or employment of a substantial
nature in which each director and officer of the Manager and
Rodney Square is or has been, during the past two fiscal years,
engaged for his own account in the capacity of director, officer,
employee, partner or trustee is set forth below.
Kiewit Investment Management Corp.
Walter Scott, Jr. is a Director of the Manager. Mr. Scott is
also Chairman and President of PKS.
Kenneth E. Stinson is a Director of the Manager. Mr. Stinson is
also Executive Vice President of PKS and Chairman and CEO of
Kiewit Construction Group Inc.
Ann C. McCulloch is President of the Manager. Ms. McCulloch is
also President and the Chairman of the Trust and Kiewit Mutual
Fund and Vice President and Treasurer of PKS.
Livingston G. Douglas is a Vice President and Chief Investment
Officer of the Manager. Mr. Douglas is also the Chief Financial
Officer, Vice President and Treasurer of the Fund. From 1993 to
July 1997, Mr. Douglas was Senior Fixed-Income Manager and
Director of Fixed-Income Research for Investment Advisers, Inc.
Kenneth D. Gaskins, Esquire is an Assistant Secretary of the
Manager. Mr. Gaskins is also Corporate Counsel of Kiewit
Diversified Group Inc.
Brian J. Mosher is a Vice President of the Manager. Mr. Mosher
is also a Vice President of the Fund.
Theodore Dutcher has been a Vice President of the Manager since
April 1997. From November 1995 until February 1997, Mr. Dutcher
was a consultant with Asset Advisory, Inc., Eden Prairie, MN, a
cash management consulting firm.
Item 29. Principal Underwriters
Not applicable
Item 30. Locations of Accounts and Records.
All accounts and records are maintained by the Registrant, or on
its behalf by the Trust's administrator, transfer agent, dividend
paying agent and accounting services agent, Rodney Square
Management Corporation, at Rodney Square North, 1100 North Market
Street, Wilmington, DE 19890.
Item 31. Management Services.
There are no management-related service contracts not discussed
in Part A or Part B.
Item 32. Undertaking.
The Registrant hereby undertakes to promptly call a meeting of
shareholders for the purpose of voting upon the question of
removal of any trustee or trustees when requested in writing to
do so by the record holders of not less than 10 per cent of the
Registrant's outstanding shares and to assist its shareholders in
accordance with the requirements of Section 16(c) of the
Investment Company Act of 1940 relating to shareholder
communications.
SIGNATURE
Pursuant to the requirements of the Investment Company Act
of 1940, the Registrant has duly caused this amendment to the
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Omaha, the
State of Nebraska, on the 28th day of October, 1997.
KIEWIT INVESTMENT TRUST
By:/s/ Ann C. McCulloch
Ann C. McCulloch, President
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