SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant X
Filed by a Party other than the Registrant
Check the appropriate box:
X Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
KIEWIT MUTUAL FUND
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
X No fee required.
Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
Fee paid previously with preliminary materials
Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
KIEWIT MUTUAL FUND
1000 Kiewit Plaza
Omaha, Nebraska 68131-3374
NOTICE OF A SPECIAL MEETING OF SHAREHOLDERS OF
KIEWIT MONEY MARKET PORTFOLIO
KIEWIT SHORT-TERM GOVERNMENT PORTFOLIO
KIEWIT INTERMEDIATE-TERM BOND PORTFOLIO
KIEWIT TAX-EXEMPT PORTFOLIO
KIEWIT EQUITY PORTFOLIO
December 30, 1996
To Shareholders:
A Special Meeting of Shareholders of Kiewit Money Market
Portfolio, Kiewit Short-Term Government Portfolio, Kiewit
Intermediate-Term Bond Portfolio, Kiewit Tax-Exempt Portfolio and
Kiewit Equity Portfolio (collectively, the "Portfolios") of
Kiewit Mutual Fund (the "Fund") will be held at the offices of
the Portfolios' investment advisor, Kiewit Investment Management
Corp., 1000 Kiewit Plaza, Omaha, Nebraska 68131-5374 at 10:00
a.m. on December 30, 1996 for the following purposes:
The following item is to be voted on ONLY by shareholders of
record of Kiewit Money Market Portfolio:
1. To approve or disapprove changes in certain of the
investment limitations of Kiewit Money Market Portfolio
to permit it to invest all of its assets in an open-
end, management investment company having the same
investment objective, policies and limitations as the
Portfolio.
The following item is to be voted on ONLY by shareholders of
record of Kiewit Short-Term Government Portfolio:
2. To approve or disapprove changes in certain of the
investment limitations of Kiewit Short-Term Government
Portfolio to permit it to invest all of its assets in
an open-end, management investment company having the
same investment objective, policies and limitations as
the Portfolio.
The following item is to be voted on ONLY by shareholders of
record of Kiewit Intermediate-Term Bond Portfolio:
3. To approve or disapprove changes in certain of the
investment limitations of Kiewit Intermediate-Term Bond
Portfolio to permit it to invest all of its assets in
an open-end, management investment company having the
same investment objective, policies and limitations as
the Portfolio.
The following item is to be voted on ONLY by shareholders of
record of Kiewit Tax-Exempt Portfolio:
4. To approve or disapprove changes in certain of the
investment limitations of Kiewit Tax-Exempt Portfolio
to permit it to invest all of its assets in an open-
end, management investment company having the same
investment objective, policies and limitations as the
Portfolio.
The following item is to be voted on ONLY by shareholders of
record of Kiewit Equity Portfolio:
5. To approve or disapprove changes in certain of the
investment limitations of Kiewit Equity Portfolio to
permit it to invest all of its assets in an open-end,
management investment company having the same
investment objective, policies and limitations as the
Portfolio.
Shareholders of record at the close of business on November
13, 1996 are entitled to vote at the meeting or any adjournment
thereof.
By Order of the Board of Trustees
/s/ Kenneth D. Gaskins
KENNETH D. GASKINS
Secretary
_______________, 1996
Omaha, Nebraska
IMPORTANT
Whether or not you plan to attend the meeting, please mark your
voting instructions on the enclosed proxy and promptly date,
sign and return it in the enclosed envelope. No postage is
required if mailed in the United States. We ask your
cooperation in helping the Fund by mailing your proxy promptly.
KIEWIT MUTUAL FUND
1000 Kiewit Plaza
Omaha, Nebraska 68131-3374
PROXY STATEMENT - SPECIAL MEETING OF SHAREHOLDERS OF
KIEWIT MONEY MARKET PORTFOLIO
KIEWIT SHORT-TERM GOVERNMENT PORTFOLIO
KIEWIT INTERMEDIATE-TERM BOND PORTFOLIO
KIEWIT TAX-EXEMPT PORTFOLIO
KIEWIT EQUITY PORTFOLIO
_______________, 1996
The enclosed proxy is solicited by the Board of Trustees of
Kiewit Mutual Fund (the "Fund") in connection with a Special
Meeting of Shareholders ("Meeting") of Kiewit Money Market
Portfolio, Kiewit Short-Term Government Portfolio, Kiewit
Intermediate-Term Bond Portfolio, Kiewit Tax-Exempt Portfolio and
Kiewit Equity Portfolio (collectively, the "Portfolios") and any
adjournment thereof. Proxies will be voted in accordance with
the instructions contained thereon. If no instructions are
given, proxies that are signed and returned will be voted in
favor of the proposals. A shareholder may revoke his or her
proxy at any time before it is exercised by delivering a written
notice to the Fund expressly revoking such proxy, by executing
and forwarding to the Fund a subsequently dated proxy, or by
voting in person at the Meeting. This proxy statement and the
accompanying form of proxy are being first sent to shareholders
on approximately ____________, 1996. In the event a quorum is
not present in person or by proxy at the Meeting or, if there are
insufficient votes to approve a particular proposal, the persons
named as proxies will consider the best interests of the
shareholders in deciding whether the Meeting should be adjourned.
As of the close of business on November 13, 1996, the record
date fixed by the Board of Trustees for the determination of
shareholders of the Portfolios entitled to notice of and to vote
at the Meeting ("Record Date"), 463,523,712.02 shares of the
Kiewit Money Market Portfolio, 88,666,389.434 shares of the
Kiewit Short-Term Government Portfolio, 62,106,284.798 shares of
the Kiewit Intermediate-Term Bond Portfolio, 71,554,218.825
shares of the Kiewit Tax-Exempt Portfolio and 4,187,975.390
shares of the Kiewit Equity Portfolio were outstanding.
Shareholders of a Portfolio are entitled to vote only on the
Proposal that affects that particular Portfolio. Each share is
entitled to one vote.
The vote of the holders of a "majority of the outstanding
voting securities" of each Portfolio, as defined in the
Investment Company Act of 1940, as amended (the "1940 Act"),
represented at the meeting in person or by proxy, is required for
the approval of each proposal ("1940 Act Majority Vote"). A 1940
Act Majority Vote means the vote of (a) at least 67% of the
shares of each Portfolio present in person or by proxy, if more
than 50% of the shares of the Portfolio are represented at the
meeting, or (b) more than 50% of the outstanding shares of each
Portfolio, whichever is less. Under Delaware law, abstentions
and broker non-votes will be included for purposes of determining
whether a quorum is present at the Meeting, but will be treated
as votes not cast and, therefore, would not be counted for
purposes of determining whether the Proposals have been approved.
No other business may properly come before the Meeting.
The cost of solicitation, including preparing and mailing
the proxy materials, will be borne by the Portfolios. In
addition to solicitations through the mails, the employees of the
Fund's investment advisor may solicit proxies by telephone,
telegraph and personal interviews. It is not anticipated that
any of the foregoing persons will be specially engaged for that
purpose.
PRINCIPAL SHAREHOLDERS
The following shareholders beneficially owned more than 5%
of the Portfolios' outstanding shares as of the Record Date:
Name & Address Number of Shares Percentage
Beneficially Owned of Portfolio
Kiewit Money Market Portfolio:
Kiewit Construction Company
1000 Kiewit Plaza
Omaha, NE 68131 109,611,549.370 23.647%
MFS Communications Company
Contact: Jeff Pinkerman
3555 Farnam Street
Omaha, NE 68131 50,843,382.020 10.969%
Kiewit Diversified Holdings Inc.
1000 Kiewit Plaza
Omaha, NE 68131 38,093,222.980 8.218%
TOTAL 198,548,154.37 42.834%
Kiewit Short-Term Government
Portfolio:
Peter Kiewit Sons' Co.
1000 Kiewit Plaza
Omaha, NE 68131 25,090,905.176 28.298%
Kiewit Coal Properties Inc.
1000 Kiewit Plaza
Omaha, NE 68131 15,420,261.681 17.391%
Kiewit Diversified Group Inc.
1000 Kiewit Plaza
Omaha, NE 68131 7,694,141.026 8.678%
Kiewit Diversified Holdings Inc.
1000 Kiewit Plaza
Omaha, NE 68131 6,151,967.627 6.938%
Bank of America NT&SA as
Collateral Agt
FBO Secured Parties
1000 Kiewit Plaza
Omaha, NE 68131 5,688,148.999 6.415%
Continental Holdings Inc.
1000 Kiewit Plaza
Omaha, NE 68131 5,129,729.842 5.785%
Peter Kiewit Sons', Inc.
1000 Kiewit Plaza
Omaha, NE 68131 5,037,004.014 5.681%
Northern Trust Company Trste
For Continental Kiewit Inc.
Pension Plan
Attn.: Curtis Pence
P.O. Box 92956
Chicago, IL 60675-2956 4,697,674.480 5.298%
California Corridor Constructors
A Joint Venture
1000 Kiewit Plaza
Omaha, NE 68131 4,497,071.614 5.072%
TOTAL 79,406,901.459 89.556%
Kiewit Intermediate-Term Bond
Portfolio:
Continental Holdings Inc.
1000 Kiewit Plaza
Omaha, NE 68131 15,579,676.496 25.086%
Peter Kiewit Sons' Co.
1000 Kiewit Plaza
Omaha, NE 68131 15,507,162.226 24.969%
Decker Coal Reclamation
1000 Kiewit Plaza
Omaha, NE 68131 7,961,449.288 12.819%
Northern Trust Company Trste
For Continental Kiewit Inc.
Pension Plan
Attn.: Curtis Pence
P.O. Box 92956
Chicago, IL 60675-2956 7,907,000.432 12.731%
Kiewit Diversified Holdings Inc.
1000 Kiewit Plaza
Omaha, NE 68131 6,187,083.960 9.962%
Gilbert Texas Construction Corp.
1000 Kiewit Plaza
Omaha, NE 68131 4,695,557.299 7.561%
TOTAL 57,837,929.701 93.128%
Kiewit Tax-Exempt Portfolio:
KMI Continental Lease 1, Inc.
1000 Kiewit Plaza
Omaha, NE 68131 67,180,839.530 93.888%
Global Surety & Insurance Co.
1000 Kiewit Plaza
Omaha, NE 68131 4,306,303.123 6.018%
TOTAL 71,487,142.653 99.906%
Kiewit Equity Portfolio:
Northern Trust Company Trste
For Continental Kiewit Inc.
Pension Plan
Attn.: Curtis Pence
P.O. Box 92956
Chicago, IL 60675-2956 1,358,026.632 32.427%
Decker Coal Reclamation
1000 Kiewit Plaza
Omaha, NE 68131 1,016,208.196 24.265%
Wilmington Trust Co. Trste
For Kiewit Construction Group
Ret Svgs P1 A/C 33985-3
1100 North Market Street
Wilmington, DE 19890 937,858.742 22.394%
Kiewit Diversified Group Inc.
1000 Kiewit Plaza
Omaha, NE 68131 355,837.189 8.497%
Wilmington Trust Co. Trste
for Decker Coal Company Pension Plan
U/A/D 6/1/95
Act 348030
1100 North Market Street
Wilmington, DE 19890 269,758.073 6.441%
TOTAL 3,937,688.832 94.024%
As of the Record Date, the Trustees and officers of the Fund, as a
group, beneficially owned less than 1% of the Portfolios' outstanding shares.
PROPOSAL NOS. 1-5: APPROVAL OR DISAPPROVAL OF CHANGES IN THE PORTFOLIOS'
INVESTMENT LIMITATIONS
The Board of Trustees of the Fund has approved the adoption of certain
changes in the Portfolios' investment limitations to permit each of the
Portfolios to invest all of its investable assets ("Assets") in shares of a
corresponding series of KIEWIT INVESTMENT TRUST (the "Trust"), an open-end,
management investment company to be registered under the Investment Company
Act of 1940 (the "1940 Act") that issues series of shares having the same
investment objective, policies and limitations as each of the Portfolios
(individually and collectively, the "Series"). The proposed changes to the
investment limitations of the Portfolios are subject to approval by the
Portfolios' shareholders. Specifically, if Proposal No. 1 is approved, the
Kiewit Money Market Portfolio intends to invest all of its Assets in the Money
Market Series of the Trust. If Proposal No. 2 is approved, the Kiewit Short-
Term Government Portfolio intends to invest all of its Assets in the Short-
Term Government Series of the Trust. If Proposal No. 3 is approved, the
Kiewit Intermediate-Term Bond Portfolio intends to invest all of its Assets in
the Intermediate-Term Bond Series of the Trust. If Proposal No. 4 is
approved, the Kiewit Tax-Exempt Portfolio intends to invest all of its Assets
in the Tax-Exempt Series of the Trust. If Proposal No. 5 is approved, the
Kiewit Equity Portfolio intends to invest all of its Assets in the Kiewit
Equity Series of the Trust.
The same persons who serve as officers and trustees of the Fund also
serve the Trust in identical capacities. The mailing address and telephone
number of the Trust are the same as that of the Fund. Kiewit Investment
Management Corp. ("KIM"), the current investment advisor to each of the
Portfolios, is the investment advisor to each Series of the Trust and is
located at 1000 Kiewit Plaza, Omaha, Nebraska 68131-5374.
Proposed Changes to Investment Limitations
Certain investment limitations of the Portfolios would prohibit the
Portfolios from investing their assets in the corresponding Series of the
Trust. For example, one of these limitations currently provides that the
Portfolios may not invest in other investment companies. It is proposed that
the limitations be revised to exclude from their scope an investment in an
open-end, management investment company or a series thereof with the same
objectives, policies and limitations as the Portfolios. (See "Specific
Changes" on page 13.)
If the proposed changes in the investment limitations are approved by
the respective Portfolios' shareholders, the Board of Trustees of the Fund
intends to invest the Assets of each Portfolio in a corresponding Series on a
continuing basis. Each Portfolio will transfer its Assets to the
corresponding Series in exchange for shares of beneficial interest in that
Series having the same dollar value as the Assets transferred. Each Series
will be managed in the same manner as each Portfolio is currently managed.
KIM, the current investment advisor of the Portfolios, is the investment
advisor of the Series. Accordingly, by investing in a Series, each Portfolio
intends to continue to pursue its present investment objective in
substantially the same manner as it does currently, except that it would
pursue that objective through its investment in the corresponding Series
rather than through direct investments in the securities of each issuer. Each
Series of the Trust intends to invest its monies in the same types of
securities, subject to the same policies and limitations, and under the same
management as each corresponding Portfolio. Inasmuch as the assets of a
Portfolio would be directly invested in a portfolio of similar securities, the
trustees of the Fund believe there are no material risks of investing in a
Series that are different from those to which shareholders of the Portfolios
are currently subject.
A Portfolio may redeem all or a portion of its investment in a Series at
any time at net asset value thereof if the Board of Trustees of the Fund
determines that it is in the best interests of the shareholders of a Portfolio
to do so. In such circumstances, the Board of Trustees of the Fund would
consider what action might be taken, including the investment of all of the
Assets of the Portfolio in another pooled investment entity having
substantially the same investment objective as the Portfolio, or retention of
an investment advisor to manage the Portfolio's Assets in accordance with its
investment policies.
While the approval of a Series' investors would not be required to
change its investment policies, any change in a Series' fundamental investment
limitations would require such approval. A Portfolio, as an investor in a
Series, will have the right to vote the shares of the Series that it holds.
Whenever a Portfolio, as an investor in its corresponding Series, is asked to
vote on a shareholder proposal, the Fund will solicit voting instructions from
the Portfolio's shareholders with respect to the proposal. The Trustees of
the Fund will then vote the Portfolio's shares in the Series in accordance
with the voting instructions received from the Portfolio's shareholders. The
Trustees of the Fund will vote shares of the Portfolio for which they receive
no voting instructions in accordance with their best judgement. Institutional
investors that have a greater pro rata ownership interest in the Series than
the Portfolio could have effective voting control over operation of the
Series.
The Trust has its own Board of Trustees which is primarily responsible
for the overall management of each Series and for electing officers who are
responsible for administering the day-to-day operations of the Fund.
Shares in the Fund have no preemptive or conversion rights, and are
fully paid and nonassessable. The Fund is not required to hold annual
meetings of its investors, but the Fund will hold special meetings of
investors when, in the judgment of its trustees, it is necessary or desirable
to submit matters for an investor vote. Investors in the Fund have, under
certain circumstances (e.g., upon application and submission of certain
specified documents to the trustees by a specified number of investors), the
right to communicate with other investors in the Fund in connection with
requesting a meeting of investors in the Fund for the purpose of removing one
or more of the trustees. Investors in the Fund also have the right to remove
one or more trustees at any meeting of shareholders by a vote of two-thirds of
the outstanding shares. Upon liquidation of the Fund, investors in a Series
would be entitled to share pro rata in the net assets of the Series available
for distribution to investors.
If the Proposals are approved, the Portfolios will invest all of their
Assets in the corresponding Series, and the Portfolios will no longer require
investment advisory services. For this reason, the existing investment
advisory agreements between the Fund and KIM with respect to the Portfolios
would be terminated. Under the existing investment advisory agreements, KIM
also provides certain administrative services that will continue to be
provided to the Portfolios after they invest in the corresponding Series.
Pursuant to the existing investment advisory agreements, each Portfolio pays
KIM a fee at an annual rate of (i) .20% for the Kiewit Money Market Portfolio;
(ii) .30% for the Kiewit Short-Term Government Portfolio; (iii) .40% for the
Kiewit Intermediate-Term Bond Portfolio, (iv) .40% for the Kiewit Tax-Exempt
Portfolios and (v) .70% for the Kiewit Equity Portfolio., each based on that
Portfolio's average net assets. The Board of Trustees of the Fund has
approved a new arrangement whereby KIM will provide certain administrative
services to each Portfolio pursuant to new administration agreements. Under
these agreements, KIM will be compensated for providing administrative
services at an annual rate of .02% of the average net assets of each
Portfolio. The investment advisory agreement with respect to each Portfolio
will terminate and the administration agreement with respect to each Portfolio
will take effect at such time as each Portfolio invests its assets in the
corresponding Series.
The assets of the Series will be managed pursuant to individual
investment management agreements with KIM. Under these agreements, KIM will
charge each Series an investment management fee equal, on an annual basis, to
the following percentages of the Series' average net assets: (i) .20% for the
Kiewit Money Market Series; (ii) .30% for the Kiewit Short-Term Government
Series; (iii) .30% for the Kiewit Short-Term Government Series; (iv) .40% for
the Kiewit Intermediate-Term Bond Series; and (v) .70% for the Kiewit Equity
Series. Through June 30, 1997, KIM has agreed to waive all or a portion of
its advisory fee and to assume certain expenses that will limit annual
operating expenses to not more than the following percentage of the average
daily net assets of a Portfolio: Kiewit Money Market Portfolio .20%; Kiewit
Short-Term Government Portfolio .30%; Kiewit Intermediate Term Bond Portfolio
.50%; Kiewit Tax-Exempt Bond Portfolio .50%; and Kiewit Equity Portfolio .80%.
KIM reaffirms this agreement, the effect of which is that until June 30,
1997, the rate of the management fees under each new investment management
agreement with each Series and the rate of the administration fees under each
new administration agreement with each Portfolio, in total, are equal to the
rate of each Portfolio's present investment management fees. Although it is
KIM's present intention to continue waiving a portion of its fees and to
assume expenses after June 30, 1997, it retains the right in its sole
discretion to modify or eliminate the waiver of fees or assumption of expenses
in the future which would result in higher total fees paid to KIM.
The following table shows the anticipated expenses of each of the
Portfolios for the Fund's current fiscal year ending June 30, 1997, based on
expenses that were incurred during the fiscal year ended June 30, 1996, and a
pro forma adjustment thereof assuming that each Portfolio had invested all of
its Assets in a corresponding Series for the entire year. With respect to
each Portfolio, the pro forma adjustment assumes: (i) that there were no
investors in each Series other than the respective Portfolio; and (ii) that
the average assets of each Series and Portfolio during the year were the same.
ANTICIPATED EXPENSES
FOR THE YEAR ENDING JUNE 30, 1997
Pro Forma Expenses
Portfolio
Only* Portfolio Series Total
Money Market
Annual Operating Expenses:
Management Fee 0.20% - 0.20% 0.20%
Administration Fee n/a 0.02% - 0.02%
Other Expenses** 0.07% 0.02% 0.05% 0.07%
Total Operating Expenses 0.27% 0.04% 0.25% 0.29%
Short-Term Government
Annual Operating Expenses:
Management Fee 0.30% - 0.30% 0.30%
Administration Fee n/a 0.02% - 0.02%
Other Expenses** 0.13% 0.05% 0.08% 0.13%
Total Operating Expenses 0.43% 0.07% 0.38% 0.45%
Intermediate-Term Bond
Annual Operating Expenses:
Management Fee 0.40% - 0.40% 0.40%
Administration Fee n/a 0.02% - 0.02%
Other Expenses** 0.17% 0.07% 0.10% 0.17%
Total Operating Expenses 0.57% 0.09% 0.50% 0.59%
Tax-Exempt
Annual Operating Expenses:
Management Fee 0.40% - 0.40% 0.40%
Administration Fee n/a 0.02% - 0.02%
Other Expenses** 0.14% 0.05% 0.09% 0.14%
Total Operating Expenses 0.54% 0.07% 0.49% 0.56%
Equity
Annual Operating Expenses:
Management Fee 0.70% - 0.70% 0.70%
Administration Fee n/a 0.02% - 0.02%
Other Expenses** 0.35% 0.12% 0.23% 0.35%
Total Operating Expenses 1.05% 0.14% 0.93% 1.07%
*This column shows the anticipated expenses of each Portfolio for the current
fiscal year ending June 30, 1997 absent management fee waivers and assumption
of fund expenses by KIM. If the proposed investment by a Portfolio in a
Series does not occur for any reason, the Portfolio's total operating expenses
for the current fiscal year are expected to be as indicated in this column.
**Other Expenses include fees paid to the Portfolios' administrator,
accounting agent, transfer agent and custodian plus legal and auditing fees,
filing fees, insurance premiums, and other normal operating expenses for a
mutual fund.
Example
Currently, after fee waivers and assumption of expenses by KIM pursuant to its
agreement with the Fund (as discussed on page 8), you would pay the following
transaction and annual operating expenses on a $1,000 investment in each
Portfolio assuming a 5% annual return over each of the following time periods
and redemption at the end of each time period:
1 Year 3 Years 5 Years 10 Years
Money Market $2 $6 $11 $26
Short-Term Government $3 $10 $17 $38
Intermediate-Term Bond $5 $16 $28 $63
Tax Exempt $5 $16 $28 $63
Equity $8 $26 $44 $99
You would pay the following expenses on the same investment assuming the
proposed investment of the Portfolios' Assets in the corresponding Series of
the Trust and the continuation of KIM's fee waiver and expense reimbursement
agreement with the fund:
1 Year 3 Years 5 Years 10 Years
Money Market $2 $6 $11 $26
Short-Term Government $3 $10 $17 $38
Intermediate-Term Bond $5 $16 $28 $63
Tax Exempt $5 $16 $28 $63
Equity $8 $26 $44 $99
Tax Considerations
The transfer of Assets of the Portfolios to the Series is not expected
to have any adverse tax effects on the Portfolios. The transfer of a
Portfolio's Assets to a Series in exchange for shares of beneficial interest
in the Series is, in the opinion of Stradley, Ronon, Stevens & Young, LLP,
counsel to the Fund, expected to be a tax-free event, and, therefore, will
not result in the recognition of any taxable gain (or loss) to a Portfolio.
Each Portfolio has elected, and intends to continue to qualify, to be
treated as a "regulated investment company" under Subchapter M of the Internal
Revenue Code of 1986, as amended. By a Portfolio distributing all of its
income, and to the extent the corresponding Series on behalf of such Portfolio
satisfies certain other requirements relating to the sources of its income and
diversification of its assets, the Portfolio will not be liable for federal
income or excise taxes. Each Series intends to be classified as a partnership
for federal income tax purposes and is not expected to be required to pay any
federal income or excise taxes. Income and any net capital gain allocated by
a Series to a Portfolio will be distributed by the Portfolio to its
shareholders, and such distributions will be subject to federal, state and
local taxes applicable to the Portfolio's shareholders.
Evaluation by the Trustees
The Board of Trustees of the Fund has considered the proposals to change
the investment limitations of the Portfolios, as set forth below, so as to
enable the Portfolios to invest their Assets in the Series. The Board's
decision is based on the fact that the proposals would entail only a minimal
increase, if any, of .02% of a Portfolio's average daily net assets in the
rate of fees paid to KIM for its services and the Board's understanding that
the level of services provided will not decrease.
In addition, if the Trust is successful in attracting other
institutional investors in the Series, certain benefits might accrue to the
Portfolios which might not otherwise be available. For example, the assets of
the Series would be larger than the assets of the Portfolios, thereby enabling
the Series to take advantage of investment opportunities not available to
smaller pools of assets. These opportunities would include seeking larger
block trades at more advantageous prices and participating in securities
transactions of larger denominations, thereby reducing the relative amount of
certain transaction costs in relation to the total size of the transaction.
In addition, certain operating costs tend to increase at a lower rate than the
rate of asset growth and, therefore, if asset growth is achieved a Portfolio
should benefit from the cost structure of the Series in which it invests and
would be in a position to pass on such benefits to Portfolio shareholders.
The Board of Trustees considered the following risks which are attendant
to the proposed investment of the Portfolios' Assets in the Series. While
investment in a Series by other institutional investors offers potential
benefits to the Series and, through their investment in the Series, the
Portfolios also, institutional investment in the Series also entails the risk
that economies and expense reductions might not be achieved, and additional
investment opportunities, such as increased diversification, might not be
available if other institutions do not invest in the Series. Also, if an
institutional investor were to redeem its interest in a Series, the remaining
investors in that Series could experience higher pro rata operating expenses,
thereby producing lower returns, and the Series' security holdings may become
less diverse, resulting in increased risk. Institutional investors that have
a greater pro rata ownership interest in a Series than the corresponding
Portfolio could have effective voting control over the operation of the
Series.
Further, if a Series changes its investment objective in a manner which
is inconsistent with the investment objective of a corresponding Portfolio and
the shareholders of the Portfolio fail to approve a similar change in the
investment objective of the Portfolio, the Portfolio would be forced to
withdraw its investment in the Series and either seek to invest its assets in
another registered investment company with the same investment objective as
the Portfolio, which might not be possible, or retain an investment advisor to
manage the Portfolio's assets in accordance with its own investment objective,
possibly at increased cost. A withdrawal by a Portfolio of its investment in
the corresponding Series could result in a distribution in kind of portfolio
securities (as opposed to a cash distribution) to the Portfolio. Should such
a distribution occur, the Portfolio could incur brokerage fees or other
transaction costs in converting such securities to cash in order to pay
redemptions. In addition, a distribution in kind to the Portfolio could
result in a less diversified portfolio of investments and could affect
adversely the liquidity of the Portfolio. The Board also considered the
inherent market and credit risks associated with investments in the Series and
believes that investment in the Series involves the same inherent market and
credit risks as are now associated with the Portfolios' direct investment in
securities.
Finally, the Portfolios' investment in the shares of a registered
investment company such as the Trust is relatively new and results in certain
operational and other complexities. However, the Board believes that the
benefits to be gained by shareholders outweigh the additional complexities and
the risks attendant to such investment.
Accordingly, the Board of Trustees of the Fund, including the trustees
who are not "interested persons" of the Fund, as defined by the 1940 Act,
decided that it would be in the best interests of the Portfolios and their
shareholders to change certain of the Portfolios' fundamental investment
limitations, as outlined below, to permit investment of the Portfolios' Assets
in the Series.
Specific Changes
The following investment limitations, which are numbered as they appear
in the Statement of Additional Information relating to the Portfolios, are
proposed to be changed with respect to the Portfolios.
Under the current investment limitations, the Portfolios will not:
1. As to 75% of the total assets of a Portfolio, 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 Portfolio's total
assets, at market, would be invested in the securities of such issuer,
provided that this restriction applies to 100% of the total assets of the
Kiewit Money Market Portfolio;
4. Invest more than 15% of the value of the Portfolio's total assets in
illiquid securities which include certain restricted securities, repurchase
agreements with maturities of greater than seven days, and other illiquid
investments;
5. Invest its assets in securities of any investment company in excess
of the limits set forth in the Investment Company Act of 1940 (the "1940 Act")
and rules thereunder, except in connection with a merger, acquisition of
assets, consolidation or reorganization;
6. Acquire any securities of companies within one industry if, as a
result of such acquisition, more than 25% of the value of the Portfolio's
total assets would be invested in securities of companies within such
industry;
Each of the foregoing investment limitations is proposed to be changed
so that each Portfolio would be permitted to invest all or substantially all
of its assets in another registered open-end investment company having the
same investment objective, policies and limitations as the Portfolio. If the
shareholders vote to approve these changes, the effect will be that the
investment limitations described in (1), (4), (5) and (6) above will not
prohibit a Portfolio from investing all or substantially all of its assets in
the shares of another registered, open-end investment company, such as a
Series of the Trust.
Because the foregoing investment limitations are fundamental policies of
the Fund, approval of these changes requires a 1940 Act Majority Vote.
THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS APPROVAL
OF PROPOSAL NOS. 1-5 TO CHANGE THE PORTFOLIOS'
INVESTMENT LIMITATIONS AS DESCRIBED ABOVE
OTHER MATTERS
Other Information
Rodney Square Management Corporation ("Rodney Square") serves as the
administrator, accounting services, dividend disbursing and transfer agent for
each Portfolio and is located at Rodney Square North, 1100 North Market
Street, Wilmington, Delaware 19890. The Fund has entered into a distribution
agreement with Rodney Square Distributors ("RSD"), a wholly-owned subsidiary
of Wilmington Trust Company, pursuant to which RSD is responsible for
supervising the sale of each series of shares of the Fund. Treasury
Strategies, Inc. ("TSI"), 309 W. Washington, Suite 1300, Chicago, IL 60606,
serves as sub-administrator to the Fund specifically to render advice
regarding the performance of the Fund's advisor and third party servicing
agents and professionals.
Shareholder Reports
The most recent Annual Report for the Fund is available at no cost to
shareholders of the Portfolios upon request by contacting the Fund at 1000
Kiewit Plaza, Omaha, Nebraska 68131-3374 or returning the enclosed postage-
paid card.
Shareholder Proposals
Any shareholder who desires to submit a shareholder proposal may do so
by submitting such proposal in writing, addressed to the Secretary of the
Fund, at 1000 Kiewit Plaza, Omaha, Nebraska 68131-3374. Ordinarily, the Fund
does not hold annual shareholder meetings.
By Order of the Board of Trustees
/s/ Kenneth D. Gaskins
KENNETH D. GASKINS
Secretary
_______________, 1996
BY SIGNING AND DATING THE BACK OF THIS CARD, YOU AUTHORIZE THE PROXIES TO VOTE
EACH PROPOSAL AS MARKED, OR IF NOT MARKED TO VOTE "FOR" EACH PROPOSAL, AND TO
VOTE ANY OTHER MATTER AS MAY PROPERLY COME BEFORE THE MEETING. IF YOU DO NOT
INTEND TO PERSONALLY ATTEND THE MEETING, PLEASE COMPLETE AND MAIL THIS CARD AT
ONCE IN THE ENCLOSED ENVELOPE.
KIEWIT MUTUAL FUND
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS - 1996
The undersigned hereby constitutes and appoints Kenneth D. Gaskins and
Denise Treska, or either of them, with power of substitution, as proxies to
appear and vote all of the shares of stock standing in the name of the
undersigned on the record date at the special meeting of shareholders of
Kiewit Money Market Portfolio, Kiewit Short-Term Government Portfolio, Kiewit
Intermediate Term Portfolio, Kiewit Tax-Exempt Portfolio and Kiewit Equity
Portfolio of Kiewit Mutual Fund to be held at 1000 Kiewit Plaza, Omaha,
Nebraska on the 30th day of December 1996 at 10 a.m. C.S.T., or at any
postponement or adjournment thereof; and the undersigned hereby instructs said
proxies to vote as indicated on this proxy card.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS SPECIFIED IN THE
FOLLOWING ITEMS 1, 2, 3, 4 AND 5. IF NO CHOICE IS SPECIFIED, THEY WILL BE
VOTED TO APPROVE EACH PROPOSAL. PLEASE REFER TO THE PROXY STATEMENT
DISCUSSION OF THESE MATTERS. THIS PROXY IS SOLICITED ON BEHALF OF THE FUND'S
BOARD OF TRUSTEES.
1. For shareholders of Kiewit Money Market Portfolio: To approve
changes in certain of the investment limitations of Kiewit Money
Market Portfolio to permit it to invest all of its assets in an
open-end management investment company having the same investment
objective, policies and limitations as the Portfolio.
FOR ____ AGAINST ____ ABSTAIN ____
2. For shareholders of Kiewit Short-Term Government Portfolio only:
To approve changes in certain of the investment limitations of
Kiewit Short-Term Government Portfolio to permit it to invest all
of its assets in an open-end management investment company having
the same investment objective, policies and limitations as the
Portfolio.
FOR ____ AGAINST ____ ABSTAIN ____
3. For shareholders of Kiewit Intermediate-Term Bond Portfolio only:
To approve changes in certain of the investment limitations of
Kiewit Intermediate-Term Bond Portfolio to permit it to invest all
of its assets in an open-end management investment company having
the same investment objective, policies and limitations as the
Portfolio.
FOR ____ AGAINST ____ ABSTAIN ____
4. For shareholders of Kiewit Tax-Exempt Portfolio only: To approve
changes in certain of the investment limitations of Kiewit Tax-
Exempt Portfolio to permit it to invest all of its assets in an
open-end management investment company having the same investment
objective, policies and limitations as the Portfolio.
FOR ____ AGAINST ____ ABSTAIN ____
5. For shareholders of Kiewit Equity Portfolio only: To approve
changes in certain of the investment limitations of Kiewit Equity
Portfolio to permit it to invest all of its assets in an open-end
management investment company having the same investment
objective, policies and limitations as the Portfolio.
FOR ____ AGAINST ____ ABSTAIN ____
- -------------------- -------------------------- -------------------
SIGNATURE SIGNATURE (JOINT OWNER) DATE
PLEASE DATE AND SIGN NAME OR NAMES TO AUTHORIZE THE VOTING OF YOUR SHARES AS
INDICATED ABOVE. WHERE SHARES ARE REGISTERED WITH JOINT OWNERS, ALL JOINT
OWNERS SHOULD SIGN. PERSONS SIGNING AS AN EXECUTOR, ADMINISTRATOR, TRUSTEE OR
OTHER REPRESENTATIVE SHOULD GIVE FULL TITLE AS SUCH.
STRADLEY, RONON, STEVENS & YOUNG, LLP
2600 One Commerce Square
Philadelphia, PA 19103
(215) 564-8000
Direct Dial: (215) 564-8047
November 21, 1996
FILED via EDGAR
Filing Desk
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Kiewit Mutual Fund
Kiewit Money Market Portfolio
Kiewit Short-Term Government Portfolio
Kiewit Intermediate-Term Bond Portfolio
Kiewit Tax-Exempt Portfolio
Kiewit Equity Portfolio
(collectively, the "Portfolios")
File Nos. 33-84762 and 811-8648
Preliminary Proxy Material
Gentlemen:
Pursuant to the requirements of Rule 14a-6(a) under the Securities
Exchange Act of 1934, submitted electronically via the EDGAR system, is a
preliminary copy of the proxy statement and form of proxy to be furnished to
shareholders of the above-referenced Portfolios of Kiewit Mutual Fund (the
"Fund") in connection with a special meeting of the Portfolios' shareholders
to be held on December 30, 1996. It is expected that the definitive proxy
material will be mailed to shareholders on or about December 2, 1996.
At the special meeting, shareholders of each Portfolio will vote to
approve or disapprove changes in certain of the investment limitations of
the Portfolio to permit it to invest all of its assets in an open-end,
management investment company having the same investment objective, policies
and limitations as the Portfolio.
Please direct questions and comments relating to this filing to me at
the above number or, in my absence, to Michael Farrell, Esquire at (215)
564-8095.
Very truly yours,
/s/ Joseph V. Del Raso
Joseph V. Del Raso, Esquire
MVF/djs
Enclosures
cc: Kenneth D. Gaskins, Esq. (w/encl.)
