SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-1A
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 ( X )
Amendment No. 3 (X)
WT INVESTMENT TRUST I
(Formerly Kiewit Investment Trust)
(Exact Name of Registrant as Specified in Charter)
1100 North Market Street, Wilmington, DE 19890-0001
(Address of Principal Executive Offices (Zip Code)
Registrant's Telephone Number, Including Area Code (302) 651-8280
Robert J. Christian, Wilmington Trust Company,
1100 North Market Street, Wilmington, DE 19890-0001
(Name and Address of Agent for Service of Process)
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Please Send Copy of Communications to:
Joseph V. Del Raso, Esq.
Pepper Hamilton LLP
3000 Two Logan Square
18th and Arch Streets
Philadelphia, PA 19103
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WT INVESTMENT TRUST I
WT Money Market Series
WT Government Money Market Series
WT Short/Intermediate Bond Series
WT Broad Market 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) WT Investment Trust I (the "Trust") is an open-end management investment
company organized as a Delaware business trust with the name Kiewit Investment
Trust on January 23, 1997 and registered under the Investment Company Act of
1940 (the "1940 Act"). Effective October 20, 1998, the Trust changed its name to
WT Investment Trust I. The Trust has established four 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: WT Money Market
Series, WT Government Money Market Series, WT Short/Intermediate Bond Series,
and WT Broad Market Equity Series (referred to herein collectively as the
"Series" and individually as a "Series"). Beginning October 20, 1998, Wilmington
Trust Company (the "Manager") serves as investment manager of each Series except
the Government Money Market Series which has not commenced operations.
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
WT MONEY MARKET SERIES
The investment objective of the WT 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
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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.
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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.
WT GOVERNMENT MONEY MARKET SERIES
The investment objective of the WT 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 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
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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.
WT SHORT/INTERMEDIATE BOND SERIES
The investment objective of the WT Short/Intermediate 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 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 market conditions, the average dollar-weighted duration of
securities held by the Short/Intermediate Bond Series will fall within a range
of 2 1/2 to 4 years. In the event of unusual market conditions, the average
dollar-weighted duration of the Short/Intermediate Bond Series may fall within a
broader range. Under those conditions, the Series may invest in fixed income
securities with an average dollar-weighted duration of 1 to 6 years.
Duration measures the sensitivity of the fixed income securities held by the
Short/Intermediate Bond Series to a change in interest rates. A longer duration
implies a greater sensitivity and means that the Series' securities will
experience a greater degree of fluctuation in value should interest rates
change. For example if interest rates were to move 1%, a bond with a 3 year
duration would experience a 3% change in its principal value. An identical bond
with a duration of 5 years would experience a
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5% change in its principal value. Investors may be more familiar with the term
"average effective maturity" (when, on average, the fixed income securities held
by the Series will mature), which is sometimes used to express the anticipated
term of the Series' investments. Generally, the stated maturity of a fixed
income security is longer than its projected duration. Under normal market
conditions, the average effective maturity of the Short/Intermediate Bond Series
is expected to fall with a range of approximately 3 to 5 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.
WT BROAD MARKET EQUITY SERIES
The investment objective of the WT Broad Market Equity Series is to achieve
long-term capital appreciation. The Series invests primarily in a diversified
portfolio of U.S. equity securities, including common stocks, preferred stocks
and securities convertible into common stock, of medium and large
capitalizations companies. Dividend income is an incidental consideration
compared to growth in capital. In selecting securities for the Series, the
Manager seeks stocks which possess strong growth and value characteristics. The
Manager evaluates 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
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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
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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 WT Short/Intermediate Bond Series and WT Broad Market 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
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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
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limitations discussed above.
The mortgage-backed and asset-backed securities in which the WT
Short/Intermediate 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.
The Trust is actively assessing how the Year 2000 computer problem may affect
its operations and financial conditions. The third-party providers servicing the
Trust, such as its investment adviser, custodian, administrator, and transfer
agent are still conducting their review of their Year 2000 preparedness. The
Trust could suffer adverse affects from the Year 2000 computer problem if such
service providers have not adapted their computer systems to handle this
problem. Therefore, the Trust's Board of Trustees has requested to be kept up to
date by the service providers on their progress towards becoming Year 2000
compliant. The Trust anticipates having all necessary information to complete
its Year 2000 assessment by December 1998; at which point the Trust will take
any necessary actions to minimize the impact of the Year 2000 problem.
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ITEM 5. MANAGEMENT OF THE TRUST
(A) The Trust was organized as a Delaware business trust with the name Kiewit
Investment Trust. Effective October 20, 1998, the Trust changed its name to WT
Investment Trust I. 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) Effective October 20, 1998, Wilmington Trust Company (the "Manager")
became the new investment adviser of WT Money Market, Short/Intermediate Bond
and WT Broad Market Equity Series of the Trust. The Manager purchased
substantially all of the assets of the Trust's former adviser, Kiewit Investment
Management Corp. ("KIM"), and succeeded as the adviser to the Trust's Series
with the consent of holders of a majority of each Series' shares. The Manager,
with principal offices located at 1100 North Market Street, Wilmington,
Delaware, 19890, is a wholly-owned subsidiary of Wilmington Trust Corporation, a
publicly held bank-holding company.
(B)(II) Pursuant to an investment management agreement with the Trust with
respect to each operational 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 operational Series,
the monthly fees of the Series are at the following annual rates of their
average monthly net assets: WT Money Market Series .20%; WT Intermediate-Bond
Series .40%; and WT Broad Market Equity Series .70%.
(C) E. Mathew Brown is responsible for the day-to-day management of the Equity
Series of the Trust. Mr. Brown joined the Manager in October of 1996. Prior to
joining the Manager, he served as Chief Investment Officer of PNC Bank, Delaware
from 1993 through 1996 and as Investment Division Manager for Delaware Trust
Capital Management from 1990 through 1993.
Eric K. Cheung, Vice President and Manager of the Fixed Income Division
of the Manager, is responsible for the day-to-day management of the
Short/Intermediate Bond Series of the Trust. From 1978 through 1986, Mr. Cheung
was the Portfolio Manager for fixed income assets of the Meritor Financial
Group. In 1986, Mr. Cheung joined the Manager, and in 1991, he became the
Division Manager for all fixed income products.
(D) AND (E) PFPC Inc. ("PFPC"), 400 Bellevue Parkway, Wilmington, Delaware,
19809, serves as the Administrator, Accounting Services and Transfer Agent for
each of the Series.
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ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENTS. Under separate Administration
Agreements and Accounting Services Agreements, PFPC serves, respectively, as
Administrator and Accounting Services Agent for the Trust. In these joint
capacities, PFPC 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 PFPC, the Trust
has agreed to pay PFPC, 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 PFPC annual asset-based fees are determined on an
average daily total asset basis, and are subject to prescribed fixed minimums.
TRANSFER AGENCY AGREEMENT. PFPC 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 four 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
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(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 the WT Money Market
Series and therefore may be deemed to control that Series.
(C) Not applicable.
(D) Not applicable.
(E) Shareholder account inquiries may be made by writing or calling PFPC at 400
Bellevue Parkway, Wilmington, DE 19809 or (800) 254-3948.
(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
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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.
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.
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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.
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(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 WT Money Market Series and
the WT 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 WT Money Market
Series and the WT Government Money Market Series, will fluctuate in relation to
its own investment experience. The WT Money Market Series and the WT 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.
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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.
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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 WT 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,
as amended (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
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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 Wilmington Trust Company (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 WT
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.
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NON-FUNDAMENTAL POLICIES - WT SHORT/INTERMEDIATE BOND SERIES
The following policies are non-fundamental and may be changed by the Board of
Trustees, without shareholder approval:
The WT Short/Intermediate Bond Series (referred to herein as the "WT 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 the WT
Bond Series the option to obligate a broker, dealer or bank to repurchase a
security held by the WT 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.
The WT Bond Series will purchase these types of instruments primarily for the
purpose of increasing the liquidity of its portfolio.
Given the short-to-intermediate average duration of the holdings of the WT Bond
Series and the current interest rate environment, the Portfolio should
experience smaller price fluctuations than those experienced by longer-term bond
funds and a higher yield than fixed-price money market funds. Of course, the
Portfolio will likely experience larger price fluctuations than money market
funds and a lower yield than longer term bond funds. Given the quality of the
Portfolio's holdings, which must be investment grade (rated within the top four
categories) or comparable to investment grade securities at the time of
purchase, the Portfolio will accept lower yields in order to avoid the credit
concerns experienced by funds that invest in lower quality fixed income
securities.
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, the WT 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, the WT Bond Series does not intend to invest more than 5%
of its assets in when-issued securities.
The WT 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 the WT Bond Series may invest may or may
not be a part of the U.S. Treasury Separately Traded Registered Interest and
Principal Securities program. The WT Bond Series may also purchase
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inverse floaters, which are instruments whose interest bears an inverse
relationship to the interest rate on another security.
Generally, the WT 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, as the "master" fund in a "master-feeder" structure, received
substantially all the investment assets of the Portfolios of WT Mutual Fund and
expects to continue its investment policies. Therefore, the portfolio turnover
ratios of WT 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 WT
Short-Intermediate Bond Portfolio (formerly the Kiewit Intermediate-Term Bond
Portfolio) and WT Broad Market Equity Portfolio and for the year ended June 30,
1997 for the WT Short/Intermediate Bond Series and WT Broad Market Equity Series
were as follows:
Name June 30, 1998 June 30, 1997 June 30, 1996
WT Short/Intermediate Bond 236.36% 51.57% 86.06%
WT Broad Market Equity 93.08% 26.33% 16.95%
The annual turnover rates of the WT Short/Intermediate Bond Series is not
expected to exceed 100% The annual turnover rate of the WT Broad Market Equity
Series is not expected to exceed 75%. Generally, securities held by the WT Broad
Market 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 WT Broad Market 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
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the 1940 Act are indicated by an asterisk (*).
Lawrence B. Thomas
7813 Pierce Circle
Omaha, NE 68124
Mr. Thomas, age 62, is a Trustee of the Trust and WT Mutual Fund. 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 54, is a Trustee of the Trust and WT 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.
Nicholas A. Giordano
LaSalle University
Philadelphia, PA 19141
Mr. Giordano, age 55, is a Trustee of the Trust and WT Mutual Fund. He was
appointed interim President of LaSalle University on July 1, 1998 and was a
consultant for financial services organizations from late 1997 through 1998. He
served as president and chief executive officer of the Philadelphia Stock
Exchange from 1981 through August 1997, and also served as chairman of the board
of the exchange's two subsidiaries: Stock Clearing Corporation of Philadelphia
and Philadelphia Depository Trust Company. Before joining the Philadelphia Stock
Exchange, Mr. Giordano served as chief financial officer at two brokerage firms
(1968-1971). A certified public accountant, he began his career at Price
Waterhouse in 1965.
Robert J. Christian*
Rodney Square North
1100 N. Market Street
Wilmington, DE 19890-0001
Mr. Christian, age 49, is Trustee and President of the Trust and WT Mutual Fund.
He has been Chief Investment Officer of Wilmington Trust Company since February
1996 and Director of Rodney Square Management Corporation since 1996. He was
Chairman and Director of PNC Equity Advisors Company, and President and Chief
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Investment Officer of PNC Asset Management Group Inc. from 1994 to 1996. He was
Chief Investment Officer of PNC Bank from 1992 to 1996 and Director of Provident
Capital Management from 1993 to 1996.
Eric K. Cheung
Rodney Square North
1100 N. Market Street
Wilmington, DE 19890-001
Mr. Cheung, age 43, is Vice President of the Trust and WT Mutual Fund. From 1978
to 1986, Mr. Cheung was the Portfolio Manager for fixed income assets of the
Meritor Financial Group. In 1986, Mr. Cheung joined Wilmington Trust Company and
in 1991, he became the Division Manager for all fixed income products.
John J. Kelley
400 Bellevue Parkway
Wilmington, DE 19809
Mr. Kelley, age 39, is Treasurer of the Trust and WT Mutual Fund. He has been
Vice President of PFPC Inc. since January 1998. He was a Vice President of
Rodney Square Management Corporation from 1995 to January 1998 and Assistant
Vice President from 1989 to 1995.
(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 WT Funds (formerly the Kiewit Funds) for the fiscal year ended June 30,
1998.
Total Compensation Total Compensation
Independent Trustee From the Trust From Fund Complex
- -------------------- ------------------------------- --------------------------
Lawrence B. Thomas $13,750 $27,500
Robert H. Arnold $13,750 $27,500
Nicholas A. Giordano n.a. n.a.
ITEM 15. CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
(A) See Item 6(b).
(B) As of September 29, 1998, Kiewit Mutual Fund owned beneficially at
least 5% of the outstanding shares of the Series.
(C) As of September 29, 1998, 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) See Item 5(b)(i)
(ii) See Item 14(b)
(iii) For the services it provides as investment manager to each
operational Series of the Trust, the Manager is paid a monthly
fee calculated as a percentage of average net assets of the
Series. (See Item 5(b)(iii)).
Pursuant to the investment management agreements then in
effect, the fees payable to the Series' previous investment
adviser, Kiewit Investment Management Corp., for the fiscal
years ended June 30, 1998, 1997 and 1996, would have been the
following:
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1998 1997 1996
(000) (000) (000)
Money Market $983,634 $833,621* $843,989
Government Money Market** n/a n/a n/a
Short-Term Government*** $437,024 $434,306* $492,172
Short-Intermediate (formerly, Intermediate $579,830 $544,147* $563,114
Term)
Broad Market (formerly, Equity) $695,586 $517,000* $354,646
Tax-Exempt*** $411,178 $445,922* $499,823
* Includes manager's fees payable by the Series of the Trust, commencing March
3, 1997, pursuant to the Series' investment advisory agreements.
** The Government Money Market Portfolio has not commenced operations.
*** The Short-Term Government Portfolio was liquidated on September 25, 1998 and
the Tax-Exempt Portfolio was liquidated on April 3, 1998.
During the fiscal years ended June 30, 1998, 1997 and 1996,
Kiewit Investment Management Corp. waived the following
amounts to the Portfolios and, commencing March 3, 1997, their
corresponding Series:
NAME 1998 1997 1996
Money Market Portfolio $519,887 $334,909 $298,011
Short-Term Government* 272,381 211,769 219,505
Short-Intermediate (formerly, Intermediate 115,748 92,541 86,597
Term)
Broad Market (formerly, Equity) 126,953 109,204 126,289
Tax Exempt* 97,408 70,323 57,267
Government Money Market** n/a n/a n/a
* The Short-Term Government Portfolio was liquidated on September 25, 1998 and
the Tax Exempt Portfolio was liquidated on April 3, 1998.
** The Government Money Market Portfolio has not commenced operations.
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(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) PNC Bank, N.A., 1600 Market Street, Philadelphia, PA 19103, serves as
Custodian of the Trust.
PricewaterhouseCoopers LLP, Thirty South 17th Street, Philadelphia, Pennsylvania
19103, is the independent accountants for the Trust.
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(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 WT Short/Intermediate Bond Series (formerly the Kiewit Intermediate-Term
Bond Series) paid no brokerage commissions. The WT Broad Market Equity Series
(formerly the Kiewit Equity Series) paid $115,487 in brokerage commissions for
the fiscal year ended June 30, 1998, and $28,600 for the period from February
28, 1997 to June 30, 1997. WT Broad Market Equity Portfolio (formerly 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.
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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 WT Money Market Series and the WT 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 WT Money Market Series and the WT
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 WT Money Market and WT 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
26
<PAGE>
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 WT Money Market and WT 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 WT Money Market and WT 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
27
<PAGE>
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:
28
<PAGE>
Effective Yield = [(Base Period Return + 1) 365/7] - 1.
C. YIELD of the Intermediate-Term Bond 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.
29
<PAGE>
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.
D. 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.
E. 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.
30
<PAGE>
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, 1998, as set forth in the Trust's
annual report to shareholders, and the report thereon of PricewaterhouseCoopers
LLP, the Trust's independent accountants, also appearing in the Trust's annual
report, are incorporated herein by reference.
31
<PAGE>
WT INVESTMENT TRUST I
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, 1998, filed with the SEC via Edgar on
September 2, 1998
(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 WT Money Market
Series**
(ii) Investment Management Agreement re WT
Short/Intermediate Bond Series**
(iii) Investment Management Agreement re WT Broad Market
Equity Series**
(6) None
(7) None
(8) Custody Agreement with PNC Bank, N.A.**
(9) (i) Form of Transfer Agency Agreement with PFPC Inc.**
1
<PAGE>
(ii) Form of Accounting Services Agreement with PFPC
Inc.**
(iii) Form of Administration Agreement with PFPC Inc.**
(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.
** Filed herewith.
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 29, 1998
-------------- ------------------------
Shares of Beneficial Interest,
Par Value $0.01
WT Money Market Series 2
WT Government Money Market Series 2
2
<PAGE>
WT Short-Intermediate Bond Series 2
WT Broad Market 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.
Wilmington Trust Company ("WTC"), a Delaware corporation, serves as investment
adviser to the Registrant. It currently manages large institutional accounts and
collective investment funds.
The business, profession, vocation or employment of a substantial nature in
which each director and officer of the Manager and PFPC 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.
The directors and principal executive officers of the Manager have held the
following positions of a substantial nature in the past two years:
Business or Other Connections of Principal
Executive Officers and Directors of
(A) Name Registrant's Manager
- ------- --------------------------------------------
Robert H. Bolling, Jr. Owner, R.H. Bolling, Jr. P.E. (consulting
engineering firm)
Carolyn S. Burger President and Chief Executive Officer of
Bell Atlantic-Delaware,
3
<PAGE>
Incorporated
Ted T. Cecala Chairman and Chief Executive Officer,
Wilmington Trust Corporation and Wilmington
Trust Company
Richard R. Collins Chairman, Collins, Incorporated (consulting
firm for various insurance industry
associations and financial and non-financial
companies); Retired President, American Life
Insurance Company
Charles S. Crompton, Esq. Attorney, Partner, Potter Anderson & Corroon
(law firm)
H. Stewart Dunn, Jr., Esq. Attorney, Partner, Ivins, Phillips & Barker
(law firm)
Edward B. du Pont Private investor; Director, E. I. du Pont de
Nemours and Company, Incorporated; Retired
Chairman, Atlantic Aviation Corporation
Robert C. Forney Retired Executive Vice President and
Director, E. I. Du Pont de Nemours and
Company, Incorporated
Thomas L. Gossage Chairman and Chief Executive Officer,
Hercules Incorporated
Robert V.A. Harra, Jr. President and Treasurer, Wilmington Trust
Corporation and Wilmington Trust Company
Andrew B. Kirkpatrick Of Counsel to, Morris, Nichols, Arsht &
Tunnell (law firm)
Rex L. Mears President of Ray L. Mears & Sons, Inc.
(farming corporation)
Hugh E. Miller Retired Executive, Formerly Vice Chairman,
ICI Americas, Inc.; was with parent Imperial
Chemicals Industries PLC for 20 years until
1990 including management positions in the
United States and Europe
Stacey J. Mobley Senior Vice President of Communications, E.
I. Du Pont de Nemours and Company,
Incorporated
Leonard W. Quill Formerly Chairman and Chief Executive
Officer, Wilmington Trust Corporation and
Wilmington Trust Company
David P. Roselle President, University of Delaware
Thomas P. Sweeney, Esq. Attorney, Partner, Richards, Layton & Finger
(law firm)
Bernard J. Taylor, II Retired Chairman and Chief Executive
Officer, Wilmington Trust Corporation and
Wilmington Trust Company
Mary Jornlin Theisen Former New Castle County Executive
Robert W. Tunnell, Jr. Managing Partner of Tunnell Companies, L.P.,
owner and developer of real estate
ITEM 29. PRINCIPAL UNDERWRITERS
Not applicable
4
<PAGE>
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, PFPC Inc., at 400 Bellevue Parkway, Wilmington, DE 19809.
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
centum 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.
5
<PAGE>
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 Wilmington, the State of Delaware, on the 20th day of October, 1998.
WT INVESTMENT TRUST I
By:/S/ ROBERT J. CHRISTIAN
Robert J. Christian, President and Secretary
6
<PAGE>
EXHIBIT INDEX
Financial Data Schedules
Custody Agreement with PNC Bank, N.A.
Form of Transfer Agency Agreement with PFPC Inc.
Form of Accounting Services Agreement with PFPC Inc.
Form of Administration Agreement with PFPC Inc.
Form of Investment Advisory Agreements with Wilmington Trust
Company
7
Exhibit 24 (b) (5) (i)
INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made as of the 20th day of October, 1998, by and between WT
INVESTMENT TRUST I, a Delaware business trust (the "Fund"), and WILMINGTON TRUST
COMPANY, a Delaware corporation (the "Manager").
1. DUTIES OF ADVISOR
The Fund hereby employs the Manager to manage the investment
and reinvestment of the assets of the WT Money Market Series of the Fund (the
"Series"), to continuously review, supervise and administer the Series'
investment program, to determine in its discretion, and without prior
consultation with the Fund, the securities to be purchased or sold and the
portion of the Series' assets to be uninvested, to provide the Fund with records
concerning the Manager's activities which the Fund is required to maintain, and
to render regular reports to the Fund's officers and the Board of Trustees of
the Fund, all in compliance with the Series' investment objective, policies and
limitations set forth in the Fund's registration statement and applicable laws
and regulations. Subject to compliance with the requirements of the Investment
Company Act of 1940 (the "1940 Act"), the Manager may retain, at the Manager's
own expense, one or more sub-advisers to the Series. The Manager accepts such
employment and agrees to provide, at its own expense, the office space,
furnishings and equipment and the personnel required by it to perform the
services described herein on the terms and for the compensation provided herein.
2. SERIES TRANSACTIONS
The Manager is authorized to select the brokers or dealers
that will execute the purchases and sales of portfolio securities for the Series
in accordance with the policies with respect to portfolio transactions set forth
in the Fund's registration statement, and is directed to use its best efforts to
obtain the best available price and most favorable execution, except as
prescribed herein.
It is understood that neither the Fund nor the Manager will
adopt a formula for the allocation of Series brokerage. It is further understood
that the Manager may, in its discretion, use brokers who provide the Series with
research, analysis, advice and similar services to execute portfolio
transactions on behalf of the Series, and the Manager may pay to those brokers
in return for brokerage and research services a higher commission than may be
charged by other brokers, subject to the Manager determining in good faith that
such commission is reasonable in terms either of the particular transaction or
of the overall responsibility of the Manager to the Series and its other clients
and that the total commissions paid by such Series will be reasonable in
relation to the benefits to the Series over the long term.
<PAGE>
It is understood that the Manager may, to the extent permitted
by applicable laws and regulations, aggregate securities to be sold or purchased
for any Series and for other clients in order to obtain the most favorable price
and efficient execution. In that event, allocation of the securities purchased
or sold, as well as expenses incurred in the transaction, will be made by the
Manager in the manner it considers to be the most equitable and consistent with
its fiduciary obligations to the Fund and to its other clients.
The Manager will promptly communicate to the officers and
trustees of the Fund such information relating to transactions for the Series as
they may reasonably request.
3. COMPENSATION OF THE MANAGER
For the services to be rendered by the Manager as provided in
Section 1 of this Agreement, the Fund shall pay to the Manager, at the end of
each month, a fee equal to one-twelfth of 0.20 percent of the daily average net
assets of the Series during the month. The value of net assets shall be
determined in accordance with definitions contained in the Fund's registration
statement and the applicable provisions of the 1940 Act. In the event that this
Agreement is terminated at other than a month-end, the fee for such month shall
be prorated.
4. OTHER SERVICES
At the request of the Fund, the Manager, in its discretion,
may make available to the Fund office facilities, equipment, personnel and other
services. Such office facilities, equipment, personnel and service shall be
provided for or rendered by the Manager and billed to the Fund at the Manager's
cost and, where applicable, the cost thereof shall, be apportioned among the
several Series of the Fund proportionate to their respective utilization
thereof.
5. REPORTS
The Fund and the Manager agree to furnish to each other
information with regard to their respective affairs as each may reasonably
request.
6. STATUS OF THE MANAGER
The services of the Manager to the Fund or in respect of the
Series, are not to be deemed exclusive, and the Manager shall be free to render
similar services to others as long as its services to the Fund or in respect of
the Series, are not impaired thereby. The Manager shall be deemed to be an
independent contractor and shall, unless otherwise expressly provided or
authorized, have no authority to act for or represent the Fund in any way or
otherwise be deemed an agent of the Fund.
<PAGE>
7. LIABILITY OF MANAGER
Except as provided below, in the absence of willful
misfeasance, bad faith, gross negligence, or reckless disregard of obligations
or duties hereunder on the part of the Manager, the Manager shall not be subject
to liability to the Fund or to any shareholder of the Fund or its Series for any
act or omission in the course of, or connected with, rendering services
hereunder or for any losses that may be sustained in the purchase, holding or
sale of any security or the making of any investment for or on behalf of the
Series.
No provision of this Agreement shall be construed to protect
any Trustee or officer of the Fund, or the Manager, from liability in violation
of Sections 17(h), 17(i), 36(a) or 36 (b) of the 1940 Act.
8. PERMISSIBLE INTERESTS
Subject to and in accordance with the Agreement and
Declaration of Trust of the Fund and the charter of the Manager, trustees,
officers, and shareholders of the Fund are or may be interested in the Manager
(or any successor thereof) as directors, officers or shareholders, or otherwise;
directors, officers, agents and shareholders of the Manager are or may be
interested in the Fund as trustees, officers, shareholders or otherwise; and the
Manager (or any successor) is or may be interested in the Fund as a shareholder
or otherwise and the effect of any such interrelationships shall be governed by
said Agreement and Declaration of Trust and charter and the provisions of the
1940 Act.
9. DURATION AND TERMINATION
This Agreement shall become effective on the date first
written above and shall continue in effect for a period of two years from such
date, and thereafter only if such continuance is approved at least annually by a
vote of the Fund's Board of Trustees, including the vote of a majority of the
trustees who are not parties to this Agreement or interested persons of any such
party, cast in person, at a meeting called for the purpose of voting on such
approval. In addition, the question of continuance of this Agreement may be
presented to the shareholders of the series; in such event, such continuance
shall be effected only if approved by the affirmative vote of the holders of a
majority of the outstanding voting securities of the series.
This Agreement may at any time be terminated without payment
of any penalty either by vote of the Board of Trustees of the Fund or by vote of
the holders of a majority of the outstanding voting securities of the Series, on
sixty days' written notice to the Manager.
<PAGE>
This Agreement shall automatically terminate in the event of
its assignment.
This Agreement may be terminated by the Manager after ninety
days' written notice to the Fund.
Any notice under this Agreement shall be given in writing,
addressed and delivered, or mailed postpaid, to the other party at any office of
such party.
As used in this Section 9, the terms "assignment," "interested
persons," and a "vote of the holders of a majority of the outstanding voting
securities" shall have the respective meanings set forth in Section 2(a)(4),
Section 2(a)(19) and Section 2(a)(42) of the 1940 Act and Rule 18f-2 thereunder.
10. SEVERABILITY
If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby.
11. GOVERNING LAW
To the extent that state law has not been preempted by the
provisions of any law of the United States heretofore or hereafter enacted, as
the same may be amended from time to time, this Agreement shall be administered,
construed and enforced according to the laws of the State of Delaware.
IN WITNESS WHEREOF, the parties hereby have caused this
Agreement to be executed as of the day and year first written above.
WILMINGTON TRUST COMPANY
By:
Name:
Title:
WT INVESTMENT TRUST I
By:
Name:
Title:
Exhibit 24 (b) (5) (ii)
INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made as of the 20th day of October, 1998, by and between WT
INVESTMENT TRUST I, a Delaware business trust (the "Fund"), and WILMINGTON TRUST
COMPANY, a Delaware corporation (the "Manager").
1. DUTIES OF ADVISOR
The Fund hereby employs the Manager to manage the investment
and reinvestment of the assets of the WT Short/Intermediate Bond Series of the
Fund (the "Series"), to continuously review, supervise and administer the
Series' investment program, to determine in its discretion, and without prior
consultation with the Fund, the securities to be purchased or sold and the
portion of the Series' assets to be uninvested, to provide the Fund with records
concerning the Manager's activities which the Fund is required to maintain, and
to render regular reports to the Fund's officers and the Board of Trustees of
the Fund, all in compliance with the Series' investment objective, policies and
limitations set forth in the Fund's registration statement and applicable laws
and regulations. Subject to compliance with the requirements of the Investment
Company Act of 1940 (the "1940 Act"), the Manager may retain, at the Manager's
own expense, one or more sub-advisers to the Series. The Manager accepts such
employment and agrees to provide, at its own expense, the office space,
furnishings and equipment and the personnel required by it to perform the
services described herein on the terms and for the compensation provided herein.
2. SERIES TRANSACTIONS
The Manager is authorized to select the brokers or dealers
that will execute the purchases and sales of portfolio securities for the Series
in accordance with the policies with respect to portfolio transactions set forth
in the Fund's registration statement, and is directed to use its best efforts to
obtain the best available price and most favorable execution, except as
prescribed herein.
It is understood that neither the Fund nor the Manager will
adopt a formula for the allocation of Series brokerage. It is further understood
that the Manager may, in its discretion, use brokers who provide the Series with
research, analysis, advice and similar services to execute portfolio
transactions on behalf of the Series, and the Manager may pay to those brokers
in return for brokerage and research services a higher commission than may be
charged by other brokers, subject to the Manager determining in good faith that
such commission is reasonable in terms either of the particular transaction or
of the overall responsibility of the Manager to the Series and its other clients
and that the total commissions paid by such Series will be reasonable in
relation to the benefits to the Series over the long term.
<PAGE>
It is understood that the Manager may, to the extent permitted
by applicable laws and regulations, aggregate securities to be sold or purchased
for any Series and for other clients in order to obtain the most favorable price
and efficient execution. In that event, allocation of the securities purchased
or sold, as well as expenses incurred in the transaction, will be made by the
Manager in the manner it considers to be the most equitable and consistent with
its fiduciary obligations to the Fund and to its other clients.
The Manager will promptly communicate to the officers and
trustees of the Fund such information relating to transactions for the Series as
they may reasonably request.
3. COMPENSATION OF THE MANAGER
For the services to be rendered by the Manager as provided in
Section 1 of this Agreement, the Fund shall pay to the Manager, at the end of
each month, a fee equal to one-twelfth of 0.40 percent of the daily average net
assets of the Series during the month. The value of net assets shall be
determined in accordance with definitions contained in the Fund's registration
statement and the applicable provisions of the 1940 Act. In the event that this
Agreement is terminated at other than a month-end, the fee for such month shall
be prorated.
4. OTHER SERVICES
At the request of the Fund, the Manager, in its discretion,
may make available to the Fund office facilities, equipment, personnel and other
services. Such office facilities, equipment, personnel and service shall be
provided for or rendered by the Manager and billed to the Fund at the Manager's
cost and, where applicable, the cost thereof shall, be apportioned among the
several Series of the Fund proportionate to their respective utilization
thereof.
5. REPORTS
The Fund and the Manager agree to furnish to each other
information with regard to their respective affairs as each may reasonably
request.
6. STATUS OF THE MANAGER
The services of the Manager to the Fund or in respect of the
Series, are not to be deemed exclusive, and the Manager shall be free to render
similar services to others as long as its services to the Fund or in respect of
the Series, are not impaired thereby. The Manager shall be deemed to be an
independent contractor and shall, unless otherwise expressly provided or
authorized, have no authority to act for or represent the Fund in any way or
otherwise be deemed an agent of the Fund.
<PAGE>
7. LIABILITY OF MANAGER
Except as provided below, in the absence of willful
misfeasance, bad faith, gross negligence, or reckless disregard of obligations
or duties hereunder on the part of the Manager, the Manager shall not be subject
to liability to the Fund or to any shareholder of the Fund or its Series for any
act or omission in the course of, or connected with, rendering services
hereunder or for any losses that may be sustained in the purchase, holding or
sale of any security or the making of any investment for or on behalf of the
Series.
No provision of this Agreement shall be construed to protect
any Trustee or officer of the Fund, or the Manager, from liability in violation
of Sections 17(h), 17(i), 36(a) or 36 (b) of the 1940 Act.
8. PERMISSIBLE INTERESTS
Subject to and in accordance with the Agreement and
Declaration of Trust of the Fund and the charter of the Manager, trustees,
officers, and shareholders of the Fund are or may be interested in the Manager
(or any successor thereof) as directors, officers or shareholders, or otherwise;
directors, officers, agents and shareholders of the Manager are or may be
interested in the Fund as trustees, officers, shareholders or otherwise; and the
Manager (or any successor) is or may be interested in the Fund as a shareholder
or otherwise and the effect of any such interrelationships shall be governed by
said Agreement and Declaration of Trust and charter and the provisions of the
1940 Act.
9. DURATION AND TERMINATION
This Agreement shall become effective on the date first
written above and shall continue in effect for a period of two years from such
date, and thereafter only if such continuance is approved at least annually by a
vote of the Fund's Board of Trustees, including the vote of a majority of the
trustees who are not parties to this Agreement or interested persons of any such
party, cast in person, at a meeting called for the purpose of voting on such
approval. In addition, the question of continuance of this Agreement may be
presented to the shareholders of the series; in such event, such continuance
shall be effected only if approved by the affirmative vote of the holders of a
majority of the outstanding voting securities of the series.
This Agreement may at any time be terminated without payment
of any penalty either by vote of the Board of Trustees of the Fund or by vote of
the holders of a majority of the outstanding voting securities of the Series, on
sixty days' written notice to the Manager.
<PAGE>
This Agreement shall automatically terminate in the event of
its assignment.
This Agreement may be terminated by the Manager after ninety
days' written notice to the Fund.
Any notice under this Agreement shall be given in writing,
addressed and delivered, or mailed postpaid, to the other party at any office of
such party.
As used in this Section 9, the terms "assignment," "interested
persons," and a "vote of the holders of a majority of the outstanding voting
securities" shall have the respective meanings set forth in Section 2(a)(4),
Section 2(a)(19) and Section 2(a)(42) of the 1940 Act and Rule 18f-2 thereunder.
10. SEVERABILITY
If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby.
11. GOVERNING LAW
To the extent that state law has not been preempted by the
provisions of any law of the United States heretofore or hereafter enacted, as
the same may be amended from time to time, this Agreement shall be administered,
construed and enforced according to the laws of the State of Delaware.
IN WITNESS WHEREOF, the parties hereby have caused this
Agreement to be executed as of the day and year first written above.
WILMINGTON TRUST COMPANY
By:
Name:
Title:
WT INVESTMENT TRUST I
By:
Name:
Title:
Exhibit 24 (b) (5) (iii)
INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made as of the 20th day of October, 1998, by and between WT
INVESTMENT TRUST I, a Delaware business trust (the "Fund"), and WILMINGTON TRUST
COMPANY, a Delaware corporation (the "Manager").
1. DUTIES OF ADVISOR
The Fund hereby employs the Manager to manage the investment
and reinvestment of the assets of the WT Broad Market Equity Series of the Fund
(the "Series"), to continuously review, supervise and administer the Series'
investment program, to determine in its discretion, and without prior
consultation with the Fund, the securities to be purchased or sold and the
portion of the Series' assets to be uninvested, to provide the Fund with records
concerning the Manager's activities which the Fund is required to maintain, and
to render regular reports to the Fund's officers and the Board of Trustees of
the Fund, all in compliance with the Series' investment objective, policies and
limitations set forth in the Fund's registration statement and applicable laws
and regulations. Subject to compliance with the requirements of the Investment
Company Act of 1940 (the "1940 Act"), the Manager may retain, at the Manager's
own expense, one or more sub-advisers to the Series. The Manager accepts such
employment and agrees to provide, at its own expense, the office space,
furnishings and equipment and the personnel required by it to perform the
services described herein on the terms and for the compensation provided herein.
2. SERIES TRANSACTIONS
The Manager is authorized to select the brokers or dealers
that will execute the purchases and sales of portfolio securities for the Series
in accordance with the policies with respect to portfolio transactions set forth
in the Fund's registration statement, and is directed to use its best efforts to
obtain the best available price and most favorable execution, except as
prescribed herein.
It is understood that neither the Fund nor the Manager will
adopt a formula for the allocation of Series brokerage. It is further understood
that the Manager may, in its discretion, use brokers who provide the Series with
research, analysis, advice and similar services to execute portfolio
transactions on behalf of the Series, and the Manager may pay to those brokers
in return for brokerage and research services a higher commission than may be
charged by other brokers, subject to the Manager determining in good faith that
such commission is reasonable in terms either of the particular transaction or
of the overall responsibility of the Manager to the Series and its other clients
and that the total commissions paid by such Series will be reasonable in
relation to the benefits to the Series over the long term.
<PAGE>
It is understood that the Manager may, to the extent permitted
by applicable laws and regulations, aggregate securities to be sold or purchased
for any Series and for other clients in order to obtain the most favorable price
and efficient execution. In that event, allocation of the securities purchased
or sold, as well as expenses incurred in the transaction, will be made by the
Manager in the manner it considers to be the most equitable and consistent with
its fiduciary obligations to the Fund and to its other clients.
The Manager will promptly communicate to the officers and
trustees of the Fund such information relating to transactions for the Series as
they may reasonably request.
3. COMPENSATION OF THE MANAGER
For the services to be rendered by the Manager as provided in
Section 1 of this Agreement, the Fund shall pay to the Manager, at the end of
each month, a fee equal to one-twelfth of 0.70 percent of the daily average net
assets of the Series during the month. The value of net assets shall be
determined in accordance with definitions contained in the Fund's registration
statement and the applicable provisions of the 1940 Act. In the event that this
Agreement is terminated at other than a month-end, the fee for such month shall
be prorated.
4. OTHER SERVICES
At the request of the Fund, the Manager, in its discretion,
may make available to the Fund office facilities, equipment, personnel and other
services. Such office facilities, equipment, personnel and service shall be
provided for or rendered by the Manager and billed to the Fund at the Manager's
cost and, where applicable, the cost thereof shall, be apportioned among the
several Series of the Fund proportionate to their respective utilization
thereof.
5. REPORTS
The Fund and the Manager agree to furnish to each other
information with regard to their respective affairs as each may reasonably
request.
6. STATUS OF THE MANAGER
The services of the Manager to the Fund or in respect of the
Series, are not to be deemed exclusive, and the Manager shall be free to render
similar services to others as long as its services to the Fund or in respect of
the Series, are not impaired thereby. The Manager shall be deemed to be an
independent contractor and shall, unless otherwise expressly provided or
authorized, have no authority to act for or represent the Fund in any way or
otherwise be deemed an agent of the Fund.
<PAGE>
7. LIABILITY OF MANAGER
Except as provided below, in the absence of willful
misfeasance, bad faith, gross negligence, or reckless disregard of obligations
or duties hereunder on the part of the Manager, the Manager shall not be subject
to liability to the Fund or to any shareholder of the Fund or its Series for any
act or omission in the course of, or connected with, rendering services
hereunder or for any losses that may be sustained in the purchase, holding or
sale of any security or the making of any investment for or on behalf of the
Series.
No provision of this Agreement shall be construed to protect
any Trustee or officer of the Fund, or the Manager, from liability in violation
of Sections 17(h), 17(i), 36(a) or 36 (b) of the 1940 Act.
8. PERMISSIBLE INTERESTS
Subject to and in accordance with the Agreement and
Declaration of Trust of the Fund and the charter of the Manager, trustees,
officers, and shareholders of the Fund are or may be interested in the Manager
(or any successor thereof) as directors, officers or shareholders, or otherwise;
directors, officers, agents and shareholders of the Manager are or may be
interested in the Fund as trustees, officers, shareholders or otherwise; and the
Manager (or any successor) is or may be interested in the Fund as a shareholder
or otherwise and the effect of any such interrelationships shall be governed by
said Agreement and Declaration of Trust and charter and the provisions of the
1940 Act.
9. DURATION AND TERMINATION
This Agreement shall become effective on the date first
written above and shall continue in effect for a period of two years from such
date, and thereafter only if such continuance is approved at least annually by a
vote of the Fund's Board of Trustees, including the vote of a majority of the
trustees who are not parties to this Agreement or interested persons of any such
party, cast in person, at a meeting called for the purpose of voting on such
approval. In addition, the question of continuance of this Agreement may be
presented to the shareholders of the series; in such event, such continuance
shall be effected only if approved by the affirmative vote of the holders of a
majority of the outstanding voting securities of the series.
This Agreement may at any time be terminated without payment
of any penalty either by vote of the Board of Trustees of the Fund or by vote of
the holders of a majority of the outstanding voting securities of the Series, on
sixty days' written notice to the Manager.
<PAGE>
This Agreement shall automatically terminate in the event of
its assignment.
This Agreement may be terminated by the Manager after ninety
days' written notice to the Fund.
Any notice under this Agreement shall be given in writing,
addressed and delivered, or mailed postpaid, to the other party at any office of
such party.
As used in this Section 9, the terms "assignment," "interested
persons," and a "vote of the holders of a majority of the outstanding voting
securities" shall have the respective meanings set forth in Section 2(a)(4),
Section 2(a)(19) and Section 2(a)(42) of the 1940 Act and Rule 18f-2 thereunder.
10. SEVERABILITY
If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby.
11. GOVERNING LAW
To the extent that state law has not been preempted by the
provisions of any law of the United States heretofore or hereafter enacted, as
the same may be amended from time to time, this Agreement shall be administered,
construed and enforced according to the laws of the State of Delaware.
IN WITNESS WHEREOF, the parties hereby have caused this
Agreement to be executed as of the day and year first written above.
WILMINGTON TRUST COMPANY
By:
Name:
Title:
WT INVESTMENT TRUST I
By:
Name:
Title:
Exhibit 24 (b) (8)
ASSIGNMENT AGREEMENT
This Agreement is entered into as of January 5, 1998 by and among
Kiewit Investment Trust (the "Fund"), Wilmington Trust Company ("WTC") and PNC
Bank, N.A. ("PNC").
WHEREAS, the Fund and WTC entered into a Custody Agreement (the "Fund
Agreement") as of February 19, 1997 pursuant to which WTC provides certain
services to the Fund as described therein;
WHEREAS, WTC wishes to assign its right, title and interest in and
under the Fund Agreement and its duties and obligations under the Fund Agreement
to PNC, and such assignment is acceptable to the Fund;
NOW THEREFORE, the parties hereto, in consideration of the premises and
agreements contained herein, and intending to be legally bound hereby, agree as
follows:
1. ASSIGNMENT. WTC hereby assigns all of its right, title and interest
in and under the Fund Agreement, and its duties and obligations under the Fund
Agreement arising from the date hereof, to PNC. PNC hereby accepts such
assignment.
2. ACCEPTANCE BY FUND. The Fund hereby accepts and agrees to the
assignment described in Section 1 hereof.
3. FUND AGREEMENT. The Fund Agreement shall remain unchanged except as
is consistent with the provisions hereof.
4. GOVERNING LAW. This Agreement shall be governed by Delaware law,
without regard to principles of conflicts of law.
5. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their respective successors
and permitted assigns.
6. EXECUTION. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. The facsimile signature
of any party to this Agreement shall constitute the valid and binding execution
hereof by such party.
7. FURTHER ACTIONS. Each party agrees to perform such further acts and
execute such further documents as may be necessary to effectuate the purposes
hereof.
<PAGE>
IN WITNESS WHEREOF, the parties to this Agreement have caused this
Agreement to be executed as of the day and year first above written.
KIEWIT INVESTMENT TRUST RODNEY SQUARE MANAGEMENT
CORPORATION
By: /S/ LIVINGSTON DOUGLAS By: /S/ ROBERT C. HANCOCK
Title: CHIEF FINANCIAL OFFICER Title: VICE PRESIDENT AND TREASURER
PNC BANK, NA
By: /S/ J. RICHARD CARNALL
Title: CHAIRMAN
Exhibit 24 (b) (9) (i)
ASSIGNMENT AGREEMENT
This Agreement is entered into as of January 5, 1998 by and among
Kiewit Investment Trust (the "Fund"), Rodney Square Management Corporation
("RSMC") and PFPC Inc. ("PFPC").
WHEREAS, the Fund and RSMC entered into a Transfer Agency Agreement
(the "Fund Agreement") as of February 19, 1997 pursuant to which RSMC provides
certain services to the Fund as described therein;
WHEREAS, RSMC and PFPC have reached an agreement pursuant to which RSMC
will sell its mutual fund servicing bSusiness to PFPC;
WHEREAS, RSMC wishes to assign its right, title and interest in and
under the Fund Agreement and its duties and obligations under the Fund Agreement
to PFPC, and such assignment is acceptable to the Fund;
NOW THEREFORE, the parties hereto, in consideration of the premises and
agreements contained herein, and intending to be legally bound hereby, agree as
follows:
1. ASSIGNMENT. RSMC hereby assigns all of its right, title and
interest in and under the Fund Agreement, and its duties and obligations under
the Fund Agreement arising from the date hereof, to PFPC. PFPC hereby accepts
such assignment.
2. ACCEPTANCE BY FUND. The Fund hereby accepts and agrees to the
assignment described in Section 1 hereof.
3. FUND AGREEMENT. The Fund Agreement shall remain unchanged except as
is consistent with the provisions hereof.
4. GOVERNING LAW. This Agreement shall be governed by Delaware law,
without regard to principles of conflicts of law.
5. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their respective successors
and permitted assigns.
6. EXECUTION. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. The facsimile signature
of any party to this Agreement shall constitute the valid and binding execution
hereof by such party.
<PAGE>
7. FURTHER ACTIONS. Each party agrees to perform such further acts and
execute such further documents as may be necessary to effectuate the purposes
hereof.
IN WITNESS WHEREOF, the parties to this Agreement have caused this
Agreement to be executed as of the day and year first above written.
KIEWIT INVESTMENT TRUST RODNEY SQUARE MANAGEMENT
CORPORATION
By: /S/ LIVINGSTON DOUGLAS By: /S/ ROBERT C. HANCOCK
Title: CHIEF FINANCIAL OFFICER Title: VICE PRESIDENT AND TREASURER
PFPC INC.
By: /S/ J. RICHARD CARNALL
Title: CHAIRMAN
Exhibit 24 (b) (9) (ii)
ASSIGNMENT AGREEMENT
This Agreement is entered into as of January 5, 1998 by and among
Kiewit Investment Trust (the "Fund"), Rodney Square Management Corporation
("RSMC") and PFPC Inc. ("PFPC").
WHEREAS, the Fund and RSMC entered into an Accounting Services
Agreement (the "Fund Agreement") as of February 19, 1997 pursuant to which RSMC
provides certain services to the Fund as described therein;
WHEREAS, RSMC and PFPC have reached an agreement pursuant to which RSMC
will sell its mutual fund servicing business to PFPC;
WHEREAS, RSMC wishes to assign its right, title and interest in and
under the Fund Agreement and its duties and obligations under the Fund Agreement
to PFPC, and such assignment is acceptable to the Fund;
NOW THEREFORE, the parties hereto, in consideration of the premises and
agreements contained herein, and intendinSg to be legally bound hereby, agree as
follows:
1. ASSIGNMENT. RSMC hereby assigns all of its right, title and
interest in and under the Fund Agreement, and its duties and obligations under
the Fund Agreement arising from the date hereof, to PFPC. PFPC hereby accepts
such assignment.
2. ACCEPTANCE BY FUND. The Fund hereby accepts and agrees to the
assignment described in Section 1 hereof.
3. FUND AGREEMENT. The Fund Agreement shall remain unchanged except as
is consistent with the provisions hereof.
4. GOVERNING LAW. This Agreement shall be governed by Delaware law,
without regard to principles of conflicts of law.
5. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their respective successors
and permitted assigns.
6. EXECUTION. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. The facsimile signature
of any party to this Agreement shall constitute the valid and binding execution
hereof by such party.
<PAGE>
7. FURTHER ACTIONS. Each party agrees to perform such further acts and
execute such further documents as may be necessary to effectuate the purposes
hereof.
IN WITNESS WHEREOF, the parties to this Agreement have caused this
Agreement to be executed as of the day and year first above written.
KIEWIT INVESTMENT TRUST RODNEY SQUARE MANAGEMENT
CORPORATION
By: /S/ LIVINGSTON DOUGLAS By: /S/ ROBERT C. HANCOCK
Title: CHIEF FINANCIAL OFFICER Title: VICE PRESIDENT AND TREASURER
PFPC INC.
By: /S/ J. RICHARD CARNALL
Title: CHAIRMAN
Exhibit 24 (b) (9) (iii)
ASSIGNMENT AGREEMENT
This Agreement is entered into as of January 5, 1998 by and among
Kiewit Investment Trust (the "Fund"), Rodney Square Management Corporation
("RSMC") and PFPC Inc. ("PFPC").
WHEREAS, the Fund and RSMC entered into an Administration Agreement
(the "Fund Agreement") as of February 19, 1997 pursuant to which RSMC provides
certain services to the Fund as described therein;
WHEREAS, RSMC and PFPC have reached an agreement pursuant to which RSMC
will sell its mutual fund servicing business to PFPC;
WHEREAS, RSMC wishes to assign its right, title and interest in and
under the Fund Agreement and its duties and obligations under the Fund Agreement
to PFPC, and such assignment is acceptable to the Fund;
NOW THEREFORE, the parties hereto, in consideration of the premises and
agreements contained herein, and intending to be legally bound hereby, agree as
follows:
1. ASSIGNMENT. RSMC hereby assigns all of its right, title and
interest in and under the Fund Agreement, and its duties and obligations under
the Fund Agreement arising from the date hereof, to PFPC. PFPC hereby accepts
such assignment.
2. ACCEPTANCE BY FUND. The Fund hereby accepts and agrees to the
assignment described in Section 1 hereof.
3. FUND AGREEMENT. The Fund Agreement shall remain unchanged except as
is consistent with the provisions hereof.
4. GOVERNING LAW. This Agreement shall be governed by Delaware law,
without regard to principles of conflicts of law.
5. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their respective successors
and permitted assigns.
6. EXECUTION. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. The facsimile signature
of any party to this Agreement shall constitute the valid and binding execution
hereof by such party.
<PAGE>
7. FURTHER ACTIONS. Each party agrees to perform such further acts and
execute such further documents as may be necessary to effectuate the purposes
hereof.
IN WITNESS WHEREOF, the parties to this Agreement have caused this
Agreement to be executed as of the day and year first above written.
KIEWIT INVESTMENT TRUST RODNEY SQUARE MANAGEMENT
CORPORATION
By: /S/ LIVINGSTON DOUGLAS By: /S/ ROBERT C. HANCOCK
Title: CHIEF FINANCIAL OFFICER Title: VICE PRESIDENT AND TREASURER
PFPC INC.
By: /S/ J. RICHARD CARNALL
Title: CHAIRMAN
<TABLE> <S> <C>
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<NAME> KIEWIT INVESTMENT TRUST
<SERIES>
<NUMBER> 01
<NAME> MONEY MARKET SERIES
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<PERIOD-TYPE> YEAR
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<PERIOD-END> JUN-30-1998
<INVESTMENTS-AT-COST> 241648706
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<TABLE> <S> <C>
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<NAME> SHORT-TERM GOVERNMENT SERIES
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<PERIOD-END> JUN-30-1998
<INVESTMENTS-AT-COST> 18972887
<INVESTMENTS-AT-VALUE> 19009819
<RECEIVABLES> 261659
<ASSETS-OTHER> 95
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<OTHER-ITEMS-LIABILITIES> 31775
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<NET-INVESTMENT-INCOME> 8080411
<REALIZED-GAINS-CURRENT> 1416863
<APPREC-INCREASE-CURRENT> (198397)
<NET-CHANGE-FROM-OPS> 9298877
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<NET-CHANGE-IN-ASSETS> (110866209)
<ACCUMULATED-NII-PRIOR> 0
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<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 437024
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 620029
<AVERAGE-NET-ASSETS> 145674391
<PER-SHARE-NAV-BEGIN> 0
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<PER-SHARE-GAIN-APPREC> 0
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<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> .24
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</TABLE>
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<NAME> KIEWIT INVESTMENT TRUST
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<NAME> KIEWIT INVESTMENT TRUST
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